ATTICA VENTURES S.A.
FINANCIAL STATEMENTS
FOR THE ACCOUNTING PERIOD ENDED ON
31 DECEMBER 2015
Prepared in line with the International Financial Reporting Standards (IFRS)
MARCH 2016
The Company’s financial statements and the notes
accompanying them were approved by the Board of Directors at its meeting
on 30.3.2016 and have been posted to the Company’s website.
Athens, 30.3.2016
THE CHAIRMANOF THE BOARD / THE MANAGING DIRECTOR
AND
GENERAL MANAGER / THE FINANCIAL SERVICES MANAGER / THE CHIEF ACCOUNTANT
IOANNIS P. GAMVRILIS / IOANNIS PAPADOPOULOS / SOTIRIOS
HINOS / CHRISTOS MARANTOS
ID Card No. ΑΖ 995770 / ID Card No. ΑΚ 005500 / ID Card No. AH121074 / ID Card No. M 481653
Econ. Chamber of Greece Licen. No.
A /17216
FINANCIAL STATEMENTS TABLE OF CONTENTS
Note Page
Board of Directors’ Management Report 4
Audit Report 8
STATEMENT OF COMPREHENSIVE INCOME 10
STATEMENT OF FINANCIAL POSITION 11
CHANGES IN EQUITY STATEMENT 12
CASH FLOW STATEMENT 13
1. GENERAL INFORMATION 14
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 15
(2.1) Presentation of Financial Statements 15
(2.2) Changes in accounting policies 15
(2.2.1) New standards, interpretations, revisions and amendments to the existing standards which are in effect and have been adopted by the EU 16
(2.2.2) New standards, interpretations, revisions and amendments to the existing standards which are not yet in effect or have not been approved by the EU 18
(2.3) Important accounting judgements, estimates and assumptions 20
3. SUMMARY OF ACCOUNTING POLICIES 20
(3.1) General 20
(3.2) Foreign exchange transactions 20
(3.3) Tangible assets 20
(3.4) Investments in financial assets 21
(3.5) Cash and cash equivalents 22
(3.6) Share capital 22
(3.7) Leases 22
(3.8) Receivables – Liabilities 23
(3.9) Income 23
(3.10) Provisions 23
(3.11) Income tax 24
(3.12) Employee benefits 24
(3.13) Transactions with related parties 24
(3.14) Earnings per share 24
4. INCOME FROM OPERATING ACTIVITIES 25
5. OPERATING EXPENSES 26
6. INCOME TAX 27
7. BASIC EARNINGS PER SHARE 27
8. TANGIBLE AND INTANGIBLE ASSETS 28
9. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT & LOSS 29
10. OTHER RECEIVABLES 29
11. CASH AND CASH EQUIVALENTS 29
12. SHARE CAPITAL 29
13. STATUTORY RESERVE 30
14. DEFERRED TAX RECEIVABLES – LIABILITIES 30
15. POST-EMPLOYMENT BENEFITS 30
16. OTHER LIABILITIES 31
17. OPERATING LEASES 31
18. TRANSACTIONS WITH RELATED PARTIES 31
19. TAX LIABILITIES 32
20. RISK MANAGEMENT 32
20.1 LIQUIDITY RISK 32
20.2 EXCHANGE RATE RISK 32
20.3 INTEREST RATE RISK 33
20.4 CREDIT RISK 33
20.5 FAIR VALUE RANKING 33
21. EVENTS OCCURRING AFTER 31.12.2015 35
Board of Directors’ Management Report
To the Annual Ordinary General Meeting of Shareholders for the 15th accounting period
Dear shareholders,
In accordance with law and the company’s Articles of Association we are pleased to present you the company’s activities during the period ended (1.1.2015 - 31.12.2015) and the prospects for the year ahead (1.1.2016 - 31.12.2016).
Following on from previous years, this year was considered satisfactory, taking into account the financial results achieved and the goodwill generated, as well as the gains from selling off holdings in the ZAITECH FUND I and ZAITECH FUND II over time, which are shown in the Funds’ financial statements for the year ended on 31.12.2015.
More specifically, so far the Zaitech Fund has fully realised its investments in Antcor, Solar Datum, Solar Concept and Tsemberou Wind Farm. The Zaitech Fund transferred its shares in Antcor to the multinational U-Blox AG for an initial overall price of € 2.8 million, generating profits of € 765 thousand for it. This is the most successful investment in a start-up made in Greece, both in terms of attracting foreign investors (let us not forget that the multinational CEVA had already invested in the company) and in terms of sale valuation, which was pointed out and stressed by the entire market and the media. It should be noted that the overall valuation could reach € 8.5 million, resulting in overall profits of € 2.07 million from the investment. It sold off its entire holding in Tsemberou Wind Farm for € 9 million, generating profits of € 4 million, sold its holdings in Solar Datum for € 4 million generating profits of € 1.5 million and also sold its holdings in Solar Concept for € 4 million generating profits of € 1.5 million. The Zaitech Fund II also fully dis-invested from Solar Concept, selling its holding for € 4 million and generating profits of € 1.5 million.
The Fund’s overall picture since its inception can be summarised as follows:
· The total draw down from unitholders is € 39,373,161.03 (98.43% of the Fund’s assets).
· The Fund’s total investments stand at € 31,039,810.15.
· € 21,382,763.13 has been paid back or is about to be paid back to unitholders (accounting for 68.90% of the capital invested).
· All dis-investments generated major profits, with profits overall amounting to € 7,617,271.54. The total generated by selling off investments so far is € 20,612,175.35 compared to a cost of acquiring the liquidated holdings of € 12,994,903.81.
The dis-investment IRR is equal to 16.4%.
Despite conditions of severe recession which have raised issues about the viability of businesses and have clearly undermined valuations, these developments have meant that the Fund has reported real (not book) operating profits of € 204 thousand.
It is worth noting that our company is the only TANEO fund to have invested its entire capital that was available for investment. It is also the company with the most dis-investments and is the only fund manager to have managed to have 4 of its investments listed on the Athens Exchange.
When the company’s business plan is approved by the Board of Directors in the first half of 2016, the company plans to launch a new round of major investments which will generate major benefits for the Attica Bank Group.
Turning to the company’s financials and the financial statements, company revenues from operating activities in 2015 were € 863,788.28 compared to € 1,016,008.30 the previous year. This figure primarily comes from the company managing the ZAITECH Fund, a venture capital fund established by unitholders from Attica Bank and the New Economy Development Fund (TANEO), and managing the ZAITECH FUND II, another venture capital fund. Moreover, EBT in 2015 stood at € 60,992.32 compared to € 127,266.99 the previous year. Despite the almost € 150 thousand drop in its revenues (primarily as a result of successfully selling off Zaitech Fund holdings, which consequently leads to a drop in the fees the company collects) it remained profitable by significantly paring back its operating expenses by € 113 thousand, thereby allowing it to make additional provisions in respect of future risks and contingencies.
The net result after tax in the period 1.1.2015-31.12.2015 was € 8,190.51 compared to € 60,655.84 the previous year.
Total assets at the end of the year had changed, standing at € 1,529,899.02 compared to € 1,543,155.13 at the end of the previous year, and company equity at the end of the year stood at € 1,300,451.54 compared to € 1,292,261.04 at the end of the previous year.
A. BASIC ACCOUNTING POLICIES FOLLOWED
To prepare the statement of financial position for the year, and the statement of comprehensive income for the year, the company applied the following basic accounting policies:
1. Valuation of fixed assets and depreciation recorded
Company tangible fixed assets were valued at their acquisition cost (historical cost). Depreciation of all fixed assets has been computed based on the useful life of the assets in line with the accounting policies followed by the Attica Bank Group overall.
2. Valuation of receivables and liabilities expressed in a foreign currency
On 31.12.2015 there were no assets expressed in foreign currency (other than the euro).
3. Valuation of financial assets at fair value through profit and loss
On 31.12.2015 the company valued its portfolio at fair value through profit and loss in accordance with the rules set out in IAS 32 and IAS 39.
4. Provision for bad debt
In the year ended on 31.12.2015 the company did not form provisions to deal with possible future losses from bad debt because there were no receivables that remained uncollected.
5. Compensation paid to retiring or dismissed staff
The accumulated provision for staff associated with the company by an open-ended contract was € 7,410.67 in line with the provisions of Law 2112/1920, which is considered adequate. This provision has been formed to deal with any compensation which will be paid in the future where one of those contracts is terminated due to the company’s fault.
6. Taxation provisions
The 2010 tax year remains open and the company has formed a provision of € 8,055.64 which is considered adequate to cover any possible additional future liability which may arise from a tax audit. In the 2011 to 2015 fiscal years, the Company underwent a tax audit by certified public accountants as required by the provisions of Article 82(5) of Law 2238/1994, as amended and in force today following Article 65A of Law 4174/2013.
B. COMPANY PROSPECTS
In line with the plans laid down when it commenced operations, throughout 2015 Attica Ventures continued to examine new investments in line with its well-established timeframe. Note that all investments are performing satisfactorily, taking into consideration the Greek economy’s negative environment. As already stated, the Fund has now fully dis-invested from 4 holdings generating overall profits of € 7.6 million. The company has become well-established in the market place as one of the most active, dynamic venture capital managers, its investments are generating very satisfactory results, the market has a very positive feel about those investments, 4 companies have been listed on the ATHEX Alternative Market and Attica Ventures was the only Greek venture capital manager to generate major goodwill for the unitholders Attica Bank and TANEO. In 2011 the Company also received an award from the Athens Chamber of Commerce & Industry for its contribution to increased employment rates.
The overall capital of the 2 Fund’s the Company manages is € 65 million.
The Zaitech Fund II follows the successful investment model devised for the Zaitech Fund, focusing its investment interest primarily on the food and drinks / agricultural produce market, and also on tourism and energy, in carefully selected projects, having redefined the market based on new, more secure data. During 2016 the company’s business plan is expected to be approved. Among other things, it foresees as € 40 million increase in the Fund’s assets.
The stabilisation in the economy which is expected as a result of the positive assessment from the Institutions of the Greek programme now on the horizon, and the achievement of encouraging growth rates in the second half of 2016, are creating opportunities for direct investments to exploit buoyant investment cycle at its outset. The company’s strategy is now in full swing thanks to preliminary investment agreements having been signed with companies in our target markets.
C. DISTRIBUTION OF NET PROFIT
The profit distribution proposed for 2015 is as follows:
PROFIT DISTRIBUTION / Amount (€)EARNINGS BEFORE TAX / 60,992.32
LESS (-) INCOME TAX / -52,801.81
Plus (+) PRIOR PERIOD EARNINGS / 638,879.06
NET PROFITS AVAILABLE FOR APPROPRIATION / 647,069.57
PROFIT DISTRIBUTION:
1. STATUTORY RESERVE / 409.53
2. RETAINED EARNINGS / 646,660.04
TOTAL / 647,069.57
In light of the above, the shareholders are requested:
a) to approve the balance sheet and the results for the period which ended on 31.12.2015.
b) to approve the appropriation account
c) to release us and the auditors from all liability for management during the year in line with the law and the Articles of Association.
Athens, 30.3.2016
The Chairman of the Board
/The Managing Director and General Manager
/The Vice-Chairman of the Board
Ioannis Gamvrilis / Ioannis Papadopoulos / Konstantinos PigakisAudit Report
To the shareholders of ATTICA VENTURES S.A.
Report on the financial statements
We have audited the attached financial statements of ATTICA VENTURES S.A. which consist of the statement of financial position as at 31 December 2015 and the statements of comprehensive income, changes to equity statements and cash flow statements for the period ended on that date and a summary of main accounting policies and other explanatory notes.
Management responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS as adopted by the European Union, and for such internal checks and balances as Management considers necessary for the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
It is our responsibility to express an opinion on those financial statements on the basis of our audit. We performed our audit in accordance with the International Standards of Auditing. These standards require that we comply with the code of conduct and that we design and carry out our audit so as to provide a fair assurance as to what extent the financial statements are free of material misstatements..
The audit includes procedures to collect audit data relating to the amounts and disclosures included in the financial statements. The procedures selected are at the auditor’s discretion, including an assessment of the risk of material misstatements in the financial statements whether due to fraud or error. When carrying out these risk assessments, the auditor examines the internal checks and balances on preparation and fair presentation of the company's financial statements for the purpose of designing auditing procedures which are suitable under the circumstances, and not to express an opinion on the effectiveness of the company’s internal checks and balances. The audit also includes an evaluation of the suitability of the accounting policies applied and the fairness of the estimates made by Management and an evaluation of the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the attached financial statements reasonably depict from every substantive perspective the financial position of the Company ATTICA VENTURES S.A. on 31 December 2015, its financial performance and cash flows for the fiscal year which ended on that date in line with the International Financial Reporting Standards as adopted by the European Union.