R.F. Energy S.A. HOLDING ENERGY SOCIETE ANONYME

Transcription

1 R.F. Energy S.A. HOLDING ENERGY SOCIETE ANONYME 128 Vouliagmenis Avenue, Glyfada, Athens Greece P.C.Reg. No /01NT/B/06/149 COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS January 1 st th June 2010 The Consolidated Financial Statements were approved by the Board of Directors of the Company on 8 th July 2010 and have been posted under Vice-President of the Board of Directors Managing Director Chief Accountant Konstantinos Koutsoumpelis ID Ξ Georgios Fidakis ID Konstantinos Kourtessis ΑΜ ΟΕΕ

2 CONTENTS Pages Review Report of Certified Public Accountants 3 Statement of Comprehensive Income for the period 1 January to 30 June Statement of financial position June 30, Consolidated Statement of Changes in Equity for the period from January 1 to June 7 30, Corporate Statement of Changes in Equity for the period from January 1 to June 8 30, 2010 Corporate and Consolidated Statement of Cash Flows for the period from January 9 1 to June 30, Notes the period from January 1 to June 30,

3 THIS REPORT HAS BEEN TRANSLATED FROM THE GREEK ORIGINAL REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION To the Shareholders of R.F. Energy S.A. Introduction We have reviewed the accompanying interim statement of financial position of R.F. Energy S.A. (the Company ) and the accompanying interim consolidated statement of financial position of the Company and its subsidiaries (the Group ) as at 30 June 2010, the related consolidated and separate statements of comprehensive income, changes in equity and cash flows of the Company and the Group for the six-month period then ended, as well as the explanatory notes (the interim condensed financial information ). Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as endorsed by the European Union and apply to interim financial reporting ( IAS 34 ). Our responsibility is to express a conclusion on this interim condensed financial information based on our review. Scope of review We conducted our review in accordance with the International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, to which the Greek Auditing Standards refer. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34. Athens, 9 July 2010 THE CERTIFIED AUDITOR ACCOUNTANT VASSILIOS KAMINARIS S.O.E.L. No ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. 11TH KM. NATIONAL ROAD ATHENS LAMIA METAMORPHOSES S.O.E.L. R.N

4 Statement of Comprehensive Income (Consolidated) For the Period ended June 30 th, 2010 (All amounts in Euro thousands, unless otherwise specified) Note. 30/6/ /6/2009 1/4-30/6/2010 1/4-30/6/2009 Revenue Less: Cost of sales (1.574) (1.110) (726) (296) Gross Profit Other operating income Distribution expenses Administrative expenses (492) (660) (176) (610) Other expenses (294) (24) (294) (11) Operating loss before tax and finance cost (2) 14 Finance income Finance cost (503) (541) (266) (268) Earnings before tax (229) (118) Income tax 5 (90) (70) (673) 27 Net Earnings after tax (902) (91) Analyzed, as follows:: Parent company s shareholders (898) (87) Minority rights (10) (9) (4) (4) Total (902) (91) The aggregated total earnings are analyzes, as follows : Parent company s shareholders (898) (87) Minority rights (10) (9) (4) (4) Total (902) (91) The accompanying Notes are an integral part of the interim Financial Statements. 4

5 Statement of Comprehensive Income (Company) For the Period ended June 30 th, 2010 (All amounts in Euro thousands, unless otherwise specified) Νote. 30/6/ /6/2009 1/4-30/6/2010 1/4-30/6/2009 Revenue Less: Cost of sales (67) (213) (19) (134) Gross Profit Other operating income Administrative expenses (303) (327) (130) (202) Other expenses (341) (341) Operating loss before tax and finance cost (613) (115) (434) (160) Finance income Finance cost - (41) - (17) Loss before tax (426) 273 (316) (42) Income tax (88) 64 (8) Net Earnings after tax (324) 185 (252) (50) The accompanying Notes are an integral part of the interim Financial Statements. R.F. ENERGY S.A. 5

6 Statement of Financial Position (Company and Consolidated) For the Period ended June 30 th, 2010 (All amounts in Euro thousands, unless otherwise specified) ASSETS Νote. 30/6/ /12/ /6/ /12/2009 Non-current assets Tangibles Surplus value Software Intangibles Investment in subsidiaries Long-term receivables Deferred taxes on assets Total non-current assets Current Assets Receivables Cash and cash equivalents Total Current Assets Total Assets SHAREHOLDERS EQUITY AND LIABILITIES SHAREHOLDERS EQUITY Share capital Share premium (above par) Reserves Retained earnings (1.611) (1.873) Minority rights: Total Shareholders equity LIABILITIES Long-term payables Loans Payables to employees State subsidies Long term provisions Deferred taxes Total Long-term payables Short-term payables Short-term borrowings Short-term part of long-term borrowings Owing income taxes Trade and other payables Total Short-term payables Total Liabilities Total Equity and Liabilities The accompanying Notes are an integral part of the interim Financial Statements. 6

7 R.F. ENERGY S,A, Statement of Changes in Equity (Consolidated) For the Period ended June 30 th, 2010 (All amounts in Euro thousands, unless otherwise specified) Share Capital Share Premium Legal reserves Retained Earnings Total Minority rights Total Equity Balance on 1/1/ (1.873) Changes in accounting principals Restated balance on 1/1/ (1.873) Period s change Total Comprehensive (275) (10) 265 Ceased operation of subsidiaries 12 (12) (12) Balance on 30/6/ (1.610) The accompanying Notes are an integral part of the interim Financial Statements. 7

8 Statement of Changes in Equity (Company) For the Period ended June 30 th, 2010 (All amounts in Euro thousands, unless otherwise specified) Share Capital Share Premium Reserves Retained Earnings Total Balance on 1/1/ Changes in accounting principals Restated balance on 1/1/ Period s change Balance on 1/1/ Period s change Total Comprehensive (324) (332) Balance on 30/6/ (6) The accompanying Notes are an integral part of the interim Financial Statements. R.F. ENERGY S.A. Statements of Cash Flows (Company and Consolidated) 8

9 For the Six-Months Periods ended June 30, 2010 (All amounts in Euro thousands, unless otherwise specified) 30/6/ /6/ /6/ /6/2009 CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax (426 ) 273 Add / (less) adjustments for: Depreciation and amortization Provisions Exchange rate differences (190) (239) (187) (238) Result of investment activity 126 (192) 340 (191) Interest and similar expenses Government grants recognized in income (389) Employee benefits Operating result before changes in working capital Add / (less) adjustments for changes in working capital items: (254) (102) (Increase) / decrease in receivables (522) (5.036) 237 (2.742) Increase / (decrease) in trade and other payables(except for those towards banks) (14.489) (14.265) 693 (Increase)/ decrease in long term receivables (1) (3) - (1) Total cash inflow / (outflow) from operating activities (13.382) (737) (14.282) (3.537) less: Interest and similar expenses paid (494) (422) - (41) Income taxes paid (94) (17) (29) (1) Total net inflow / (outflow) from operating activities(a) (13.970) (1.176) (14.311) (3.579) CASH FLOWS FROM INVESTING ACTIVITIES (Purchase) of subsidiaries and other investments (Purchase) of PPE and intangible assets (3) (1.833) - (20) Interest income Dividend income Revenues from subsidies Total net cash inflow / (outflow) from investing activities(b) (1.612) (1.641) CASH FLOWS FROM FINANCING ACTIVITIES Share capital increase Proceeds from borrowings Repayments of borrowings (1.428) - (13) (13) Total net cash inflow from financing activities(c) (1.428) (13) Net increase / (decrease) in cash and cash equivalents(a)+(b)+(c) (14.109) (4.245) (958) (3.421) Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period The accompanying Notes are an integral part of the interim Financial Statements. 9

10 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 1. Incorporation and Business of the Group RF Energy Α.Ε. (hereinafter referred to as the Company was incorporated under the Greek Law in 2006 as a societe anonyme company, which business scope lies in participation in Greek and foreign companies with business activities in energy production sector. s duration has been set to 50 years. s headquarters have been set to be in the Municipality of Glyfada, at 128 Vouliagmenis Avenue. is searching for proper locations for the construction of wind farms and as a result, in 2009, wind masts have been installed in different areas in Arkadia Prefecture, Evoia Prefecture, Argolida Prefecture, Thesprotia Prefecture and Aitolokarnania Prefecture for measurement of wind potential. Furthermore, audit in accordance with Law 3299/2004 of the investment pertaining to the 10MW Wind Power Production Plant, owned by the Company s subsidiary company AIOLIKI ENERGIAKI S.A. was also completed within the first half of Said plant is located at Lofoi Kilindrias site, Municipalities of Doiranis Kilkis Prefecture, Greece. The final decision of the Ministry s Committee for the receipt of a state subsidy is imminent. The General Assemblies of Shareholders of the 100% subsidiaries companies of R.F. Energy S.A., R.F. Energy Garbis S.A. and R.F. energy Zefiros S.A., of May decided the cleaning up and liquidation of the aforementioned companies. The above mentioned companies intended, through the planed acquisition, to undertake the management and operation of two wind parks with 18 and 24 MW capacities in Arcadia and for that reason increased their share capital in July 2009 in total by The planned acquit ion was not materialized. The planned acquisition was not materialized because of the breach of agreement from the side of seller. The parent Company R.F. Energy S.A. has initiated legal actions clearing compensation for the expenses incurred. Company s current Board of Directors was reelected on the General Assembly of Shareholders on 30/04/2008. Its tenure expires on 30/6/2013 and it is comprised of the following members: NAME Victor Restis Konstantinos Koutsoumbelis Georgios Fidakis Ioannis Pantousis Nikolaos Pimblis POSITION President Vice President Managing Director Member Member s parent company, F.G. EUROPE S.A. participates in R.F. ENERGY s share capital by 37,5%. Due to the fact that Mr. G. Fidakis, (also the main shareholder and President of F.G. Europe S.A.) participates in the Company s share capital by 12,5% with another wholly owned company, and the Company shareholders have agreed to appoint the majority of the Board of Directors members from F.G. EUROPE S.A. thus it is understood that F.G. EUROPE S.A. controls management of R.F. ENERGY S.A. and consequently financial results of the Company are fully consolidated to the financial results of F.G. EUROPE S.A. Group of companies. The Corporate and Consolidated Financial Statements for fiscal 2009 have been ratified by the Board of Directors on 08/10/

11 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 2. Basis of presentation of the interim condensed financial statements The accompanying condensed consolidated and company financial statements (the "financial statements") have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and particularly in accordance with IAS 34 "Interim Financial Information.» The financial statements are prepared on demand of the Law 2190/1920 as applicable. There are no standards or interpretations have been applied before the date of application. Also, the financial statements are prepared under the historical cost. All figures in the financial statements are presented in thousands of euro (), unless otherwise stated, and rounded to the nearest thousand. The financial statements include a summary of information on these annual financial statements. Therefore, the financial statements should be read in conjunction with the latest published annual financial statements of December 31, The financial statements for the six months ended June 30, 2010 were approved by the Board of Directors on July 8, Basic accounting principles New International Accounting Standards have been issued, including amendments and interpretations, which are compulsory for annual accounting periods beginning after January 1, The management s estimation of both the Group and the Company, relating to the impact from the enforcement of these new amendments and interpretations, is referred further: IFRIC 17, Distributions of Non-cash Assets to Owners IFRIC 18, Transfers of Assets from Customers The revision of IFRS 3 <<Business Combinations>> and the amendment to IAS 27 <<Consolidated and separate financial Statements>> o Amendments: o IFRS 1, << Accounting policy changes in the year of adoption>> o IFRS 2, << Share-based Payment>> o IFRS 5 Non-current Assets Held for Sale and Discontinued Operations o IFRS 8 Operating Segments o IAS 1 Presentation of Financial Statements o IAS 7 Statement of Cash Flows o IAS 17 Leases o IAS 18 Revenue o IAS 36 Impairment of Assets o IAS 38 Intangible Assets o IAS 39 Financial Instruments: Recognition and Measurement o IFRIC 9 Reassessment of Embedded Derivatives o IFRIC 16 Hedges of a Net Investment in a Foreign Operation 11

12 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 4. Subsidiary companies to R.F. ENERGY S.A., as at 30/6/2010, are presented in the table below: Participation to share capital Name of subsidiary 30/06/ /12/2009 KALLISTI ENERGIAKI S.A. AIOLIKI KYLINDRIAS S.A. CITY ELECTRIC S.A. HYDROELECTRIKI ACHAIAS S.A. R.F. ENERGY MISOCHORIA S.A. R.F. ENERGY OMALIES S.A. R.F. ENERGY KORAKOVRAHOS S.A. R.F. ENERGY DEXAMENES S.A. R.F. ENERGY LAKOMA S.A. R.F. ENERGY PRARO S.A. R.F. ENERGY TSOUKKA S.A. R.F. ENERGY SCHIZALI S.A. R.F. ENERGY KALAMAKI S.A. R.F. ENERGY XESPORTES S.A. R.F. ENERGY GARBIS S.A. R.F. ENERGY ZEFIROS S.A. 100,00% 100,00% 100,00% 100,00% 100,00% 100,00% 100,00% 100,00% - 100,00% - 100,00%- The unaudited fiscal years regarding the companies included in the consolidation are presented in the table below: Name of subsidiary Unaudited fiscal years KALLISTI ENERGIAKI S.A AIOLIKI KYLINDRIAS S.A CITY ELECTRIC S.A HYDROELECTRIKI ACHAIAS S.A R.F. ENERGY MISOCHORIA S.A R.F. ENERGY OMALIES S.A R.F. ENERGY KORAKOVRAHOS S.A R.F. ENERGY DEXAMENES S.A R.F. ENERGY LAKOMA S.A R.F. ENERGY PRARO S.A R.F. ENERGY TSOUKKA S.A R.F. ENERGY SCHIZALI S.A R.F. ENERGY KALAMAKI S.A R.F. ENERGY XESPORTES S.A

13 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 5. Income tax 30/06/ /06/ /06/ /06/2009 Current income tax (162) (254) - (144) Deferred tax (Charge) / credit to the results Provision for unaudited fiscal years (19) (22) (1) (21) Tax revenue results (charge) / credit (90) (70) (102) (88) Pursuant to the Greek tax legislation, income tax rate during the financial year 2010 is 24%. The tax rate would drop to 20% in 2014, decreasing by 1% per year. All companies participating in the consolidation are located and file a tax return in Greece. Greek tax laws and related regulations are subject to interpretations by tax authorities. Tax returns filed to the tax authorities on an annual basis, but the profits or losses declared for tax purposes remain provisional until the outstanding tax authorities examine the tax returns and records of the taxpayer, when it will be finalized and the related tax liabilities. Tax losses, to the extent they are recognized by the tax authorities, can be used to offset profits of the next five years following the year concerned. Companies involved in consolidation realize provision for any additional taxes and charges which arise from any future tax audits, as far as possible a reliable estimate of these amounts. The unaudited fiscal years of companies involved in the consolidation are as follows: Company Unaudited period KALLISTI ENERGIAKI S.A AIOLIKI KYLINDRIAS S.A CITY ELECTRIC S.A HYDROELECTRIKI ACHAIAS S.A R.F. ENERGY MISOCHORIA S.A R.F. ENERGY OMALIES S.A R.F. ENERGY KORAKOVRAHOS S.A R.F. ENERGY DEXAMENES S.A R.F. ENERGY LAKOMA S.A R.F. ENERGY PRARO S.A R.F. ENERGY SCHIZALI S.A R.F. ENERGY KALAMAKI S.A R.F. ENERGY TSOUKKA S.A R.F. ENERGY XESPORTES S.A Until the date of approval of financial statements was ongoing tax audit of KALLISTI ENERGIAKI S.A. subsidiary, AIOLIKI KYLINDRIAS S.A. HYDROELECTRIKI ACHAIAS S.A.whose outcome was not yet known. During the reporting period, these controlled companies had to pay stamp duty on financial facilities from the parent company total 166 using the privileges provided for in Article 84 of N.3842/10. 13

14 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 5. Income tax (continued) The deferred tax balance sheet is as follows: 30/06/ /12/ /06/ /12/2009 Deferred tax assets - Transferred tax losses Capital increase Delete multi depreciation expenses Interest cost removal equipment Other Deferred tax liabilities - Depreciation (40) (34) (40) (34) - Provision for revenue (64) other (4) (1) Government subsidy (69) (241) Licenses (1.345) (1.345) - - -Losses liquidation of subsidiaries (42) Amortization of borrowing costs (46) (48) - - Net deferred taxes (458) (494) Deferred taxes Assets Liabilities (1.541) (1.349) - (1) Net deferred taxes (458) (494) Following reconciliation with the nominal effective tax rate: 30/06/ /06/ /06/ /06/2009 (Profit) / loss before taxes (354) (117) 333 (273) Tax for the nominal times Governing rate (24%) (25%) 2009 (85) (29) 80 (69) Tax losses for which no recognized Tangible Tax Reducing tax rates 194 (19) - - Provision for unaudited fiscal years (19) (22) (2) (21) Other (70) 102 (88) Effective tax rate 25% 60% 31% 32% 14

15 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 6. Cash and cash equivalents 30/6/ /12/ /6/ /12/2009 Cash on hand Sight and time deposits Total Cash and cash equivalents comprise petty cash of the group and the company and short term bank deposits callable at first sight. 7. Plants, property and equipment Within the six months ended June 30, 2010 there has been substantial investment in fixed assets. Also, assets amounting to including a pledge against long-term loan entered into by a subsidiary of the Group. 8. Borrowings In June 2010, the subsidiary KALLISTI ENERGIAKI S.A. received an amount of towards the first tranche of the approved subsidy and proceeded immediately to repay an equal amount of shortterm liabilities. There were no further significant repayments or issue of new loans in the six months ended June 30, Related party transactions purchases and provides products and services from and to related parties. According to IAS 24, related parties are subsidiaries companies, companies with common shareholding structure and/ or management. Moreover, the members of the Board of Directors and the Directors are also considered related parties. The table below presents the receivables and obligations that arose from transactions with related parties as defined by IAS 24: Subsidiaries : 15 Receivables from: 30/06/ /12/2009 KALLISTI ENERGIAKI S.A AIOLIKI KYLINDRIAS S.A CITY ELECTRIC S.A HYDROELECTRIKI ACHAIAS S.A R.F. ENERGY MISOCHORIA S.A R.F. ENERGY OMALIES S.A R.F. ENERGY KORAKOVRAHOS S.A R.F. ENERGY DEXAMENES S.A R.F. ENERGY LAKOMA S.A R.F. ENERGY PRARO S.A R.F. ENERGY SCHIZALI S.A R.F. ENERGY KALAMAKI S.A R.F. ENERGY TSOUKKA S.A R.F. ENERGY XESPORTES S.A TOTAL

16 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 9. Related party transactions (continued) Revenue : 30/6/ /12/2010 KALLISTI ENERGIAKI S.A AIOLIKI KYLINDRIAS S.A CITY ELECTRIC S.A HYDROELECTRIKI ACHAIAS S.A R.F. ENERGY MISOCHORIA S.A R.F. ENERGY OMALIES S.A R.F. ENERGY KORAKOVRAHOS S.A R.F. ENERGY DEXAMENES S.A R.F. ENERGY LAKOMA S.A R.F. ENERGY PRARO S.A R.F. ENERGY SCHIZALI S.A R.F. ENERGY KALAMAKI S.A R.F. ENERGY TSOUKKA S.A R.F. ENERGY XESPORTES S.A R.F. ENERGY GARBIS S.A. 2 6 R.F. ENERGY ZEFYROS S.A TOTAL Cost: 30/6/ /12/2010 Leases (52) (47) Members of the Board of Directors and Management : 30/6/ /12/ /6/ /12/2008 Receivables from Members of the BoD and Management Total Compensations Other Benefits : 30/6/ /12/ /6/ /12/2009 Personnel expenses. - (100) - (100) Total - (100) - (100) 10. Commitments, contingencies and uncertainties The group has contingent liabilities in relation to banks, other guarantees and other issues that arise from the ordinary course of the business. No material impact is expected to arise from contingent liabilities 16

17 Notes to the Interim Financial Statements for the period 1 st January th June 2010 (All amounts in Euro thousands unless otherwise specified) 10. Commitments, contingencies and uncertainties (continued) In 2008 was number of complete records of applications by subsidiaries of the Group for the RAE and Ministry of Development for licensing Production Stations for wind power generation, at various locations in the prefecture of Evia, a total capacity 387MW. Then installed wind masts for taking measurements in these positions while the parent company RF ENERGY SA its subsidiaries provide services in the areas of administration, management, development and organization of this project. Also, the subsidiary moved the procedures for obtaining a positive opinion from the competent authorities. These licenses have not yet been issued. The group was made up to 30/06/2010 for the development of this project the amount of (31/12/2009: 1.962), of which (31/12/2009: 1.369) among the commercial and other receivables and 593 (31/12/2009: 593) included in assets under construction in the consolidated balance sheet. In 2009 issued production licenses to third parties for positions overlap with those for which the subsidiaries have submitted such applications for production licenses. In December 2009 the company submitted to the Council of State (CoE) applications for annulment of decisions of the Minister of Environment, Energy and Climate Change for the licensing of electricity from renewable in the third and at the relatively positive opinions PA E. and the Special Environment Agency, citing an interest (locations for which the pending examination of these submitted applications for production licenses), breach essence provision of the law and substantial procedural violation. Some of the requests for cancellation will be discussed on March 9, 2011, while for others, the date of the debate has not yet been determined. Also, on , the parent company has guaranteed loans RF subsidiaries entire remaining (31/12/2009: 8.351), which paid off gradually by Post Balance Sheet Events There are no other significant events having occurred after June 30th, 2010 concerning the Company that should have been disclosed and bear the capacity to significantly affect any element of the Company s financial standing or ability to conduct business, as of the date of issuance of the document at hand. 17