or share capital of other companies at 31.12.2005

Transcription

According to the provisions of article 16 of decision No. 5/204/14.11.2000 of the Board of Directors of the
Capital Market Commission, as amended under decision No. 7/372/15.02.2006 of the Board of Directors of
the Capital Market Commission.
Athens, June 2006
5
7
9
3.1.
GENERAL INFORMATION
9
3.2.
COMPANY’S SUMMARIZED HISTORY
12
3.3.
COMPANY’S OPERATION
18
3.4.
LICENSES - CONCESSIONS
37
39
4.1.
SHARE CAPITAL EVOLUTION
39
4.2.
TOTAL SHAREHOLDERS EQUITY – SHARE BOOK VALUE
41
4.3.
CONSOLIDATED TOTAL SHAREHOLDERS EQUITY – SHARE BOOK VALUE
41
4.4.
SHAREHOLDERS
42
4.5.
SHAREHOLDER RIGHTS
42
4.6.
COMPANY ADMINISTRATION - MANAGEMENT
44
4.7.
CORPORATE GOVERNANCE
47
4.8.
PARTICIPATIONS OF THE COMPANY’S B.D. MEMBERS AND MAJOR SHAREHOLDERS TO
THE ADMINISTRATION AND/OR SHARE CAPITAL OF OTHER COMPANIES AT 31.12.2005
47
49
5.1.
AUDIT REPORT
49
5.2.
BALANCE SHEET
53
5.3.
INCOME STATEMENT
55
5.4.
STATEMENT OF CHANGES IN EQUITY
56
5.5.
CASH FLOW STATEMENT
57
5.6.
NOTES TO THE FINANCIAL STATEMENTS
61
5.7.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
86
5.8.
TWELVE MONTH FINANCIAL REPORT OF THE COMPANY (REPORT OF THE BOARD OF
DIRECTORS)
112
5.9.
TWELVE MONTH FINANCIAL REPORT OF THE GROUP (REPORT OF THE BOARD OF
DIRECTORS)
114
5.10.
DETAILED & SUMMARY INTERIM FINANCIAL STATEMENTS
116
121
I.
CONSOLIDATED AND COMPANY SUMMARY ANNUAL DATA AND INFORMATION
121
II.
REPORT OF TRANSACTIONS WITH AFFILIATED COMPANIES
126
III.
INFORMATION OF ARTICLE 10 OF L. 3401/2005
129
IV.
ANNUAL FINANCIAL STATEMENTS, AUDIT REPORTS & REPORTS OF THE BOARD OF
DIRECTORS OF COMPANIES INCORPORATED IN THE CONSOLIDATED FINANCIAL
STATEMENTS OF “NEWSPHONE HELLAS S.A.”
131
3
SUMMARY FINANCIAL FIGURES
CONSOLIDATED SUMMARY RESULTS OF NEWSPHONE HELLAS S.A.
CONSOLIDATED INCOME STATEMENT
01.01 - 31.12.2005
01.01 - 31.12.2004
Sales
34,165,158.59
28,032,824.30
Gross profit
14,945,817.94
9,536,709.72
Profit before tax
5,874,444.05
2,996,552.95
Income tax
-2,023,044.35
-1,714,472.50
Net profit from ongoing operations
3,851,399.70
1,282,080.45
Net profit for the period
3,851,399.70
1,282,080.45
Equity holders of the parent
3,850,545.82
1,312,051.44
853.88
-29,792.87
0.14
0.05
31.12.2005
31.12.2004
5,692,094.94
5,127,653.09
Current assets
32,754,147.64
22,547,460.14
Total Assets
38,446,242.58
27,675,113.23
14,751,705.33
16,097,105.63
Long-term Liabilities
960,675.83
824,941.40
Short-term Liabilities
22,733,861.42
10,753,066.20
Total Liabilities
23,694,537.25
11,578,007.60
Total Equity and Liabilities
38,446,242.58
27,675,113.23
Minority Interest
Profits per share from ongoing operations attributed to the shareholders of the
parent
CONSOLIDATED BALANCE SHEET
ASSETS
Non-current assets
EQUITY
Total Equity
LIABILITIES
5
SUMMARY FINANCIAL FIGURES
SUMMARY RESULTS OF NEWSPHONE HELLAS S.A.
INCOME STATEMENT OF NEWSPHONE HELLAS S.A.
01.01 - 31.12.2005
01.01 - 31.12.2004
Sales
32,758,375.00
22,434,145.87
Gross profit
13,856,187.08
7,797,818.63
Profit before tax
5,897,397.68
3,046,261.84
Income tax
-1,959,492.03
-1,651,340.91
Net profit from ongoing operations
3,937,905.65
1,394,920.93
0.14
0.05
31.12.2005
31.12.2004
7,850,135.96
4,674,289.80
Current assets
29,860,215.80
21,076,916.63
Total Assets
37,710,351.76
25,751,206.43
16,751,383.67
15,598,278.02
Long-term Liabilities
574,283.54
245,827.59
Short-term Liabilities
20,384,684.55
9,907,100.82
Total Liabilities
20,958,968.09
10,152,928.41
37,710,351.76
25,751,206.43
Profits per share from ongoing operations attributed to the shareholders of the
parent
ΣΤΟΙΧΕΙΑ ΙΣΟΛΟΓΙΣΜΟΥ ΕΙΔΗΣΕΟΦΩΝΙΚΟΥ ΕΛΛΑΣ Α.Ε.
BALANCE SHEET OF NEWSPHONE HELLAS S.A.
ASSETS
Non-current assets
EQUITY
Total Equity
LIABILITIES
6
INFORMATION REGARDING THE ANNUAL REPORT
The Annual Report includes all the necessary information and financials for the fair valuation, of the property,
financial status, results and prospects of the company under the legal name NEWSPHONE HELLAS S.A. (hereon
the “Company” or “NEWSPHONE HELLAS S.A.”), by their investors and their investment advisors.
Investors interested for further information may contact, during working days and hours the Company’s head
offices, 280 Thiseos Ave., P.C. 176 75 Athens, Greece:
• Mr. E. Apergis, Managing Director, 280 Thiseos Ave., tel. +30 210 94 72 222.
• Mrs. E. Giatra, Financial Manager, 280 Thiseos Ave., tel. +30 210 94 72 222.
The compilation and distribution of the current Annual Report is in accordance with the provisions of article 16
of decision No. 5/204/14.11.2000 of the Board of Directors of the Capital Market Commission, as amended
under decision No. 7/372/15.02.2006 of the Board of Directors of the Capital Market Commission.
The people responsible for the compilation and accuracy of the information within the Annual Report are listed
below:
• Mr. E. Apergis, Managing Director, resident of Athens, 280 Thiseos Ave., tel. +30210 94 72 222.
• Mrs. E. Giatra, Financial Manager, resident of Athens, 280 Thiseos Ave., tel. +30210 94 72 222.
The Company’s Board of Directors declares that all of its members have been informed about the contents of the
current Annual Report and along with their editors confirm and believe that:
• All information and data included within the Annual Report is complete and actual.
• There are no further facts and no other incidents have taken place, whose non - disclosure or ommission could
render the figures and information contained in the Annual Report misleading partly or in whole.
The following outstanding legal cases exist against and in favour of group companies.
1. Decision of the Athens Court of First Instance 5309/2005 against the company and in favour of the prosecutor
MOBILEPHONIA BV for a total amount of 469,468.53€. The company has appealed against the above
decision, an appeal which was discussed on 11.05.2006 and is expected the publication of decision. The
company’s Legal Consultant believes that it is probable that the appeal will be successful, in which case it will
not constitute a negative development for the company’s financial standing.
2. A lawsuit was filed against the Hellenic Ministry of the Interior, Public Administration and Decentralisation and
the Agricultural Insurance Organisation for debts to the company amounting to 9,534,044.35. For these debts
the work has been delivered, the service invoices of the Hellenic Ministry of the Interior, Public Administration
and Decentralisation have been received, the services have been unreservedly received and there has been
an application for debt recognition by the State Legal Council. The company’s Legal Consultant believes that
in the frame of unjust enrichment, the collection of these debts is highly likely.
7
INFORMATION REGARDING THE ANNUAL
REPORT
3. The Hellenic Telecommunications Organisation (OTE) has filed a lawsuit claiming the amount of 2,929,728 €,
which mainly regards the company’s advertising campaign for the Directory Assistance Service 11880, which
at its opinion is illegal and misleading. The discussion of the lawsuit was held on 17-5-2006 and is expected the
publication of decision. Moreover, the company has filed a lawsuit against the Hellenic Telecommunications
Organisation (OTE) by which it claims and substantiates consequential damages caused by OTE by paying
increased amounts for more advertising and defamation in the press of 7,166,717€. The discussion of this
lawsuit was held on 17-5-2006 and is expected the publication of decision. The company’s Legal Consultant
deems that the final outcome will be positive for the company.
4. Mr. Ioannis Theodorakopoulos, doctor, has filed a lawsuit against the company which was discussed in the
Court of First Instance on 02.03.2006 and is expected the publication of decision. The prosecutor which was
occupied by the company as a doctor claims the amount of 102,862.16 € which is broken down to 2,862.16 €
as alleged wages in arrears and 100,000 € as indemnity for moral damage. The Company’s Legal Consultant
believes that the outcome will be positive for the company due to the fact that it terminated the contract legally,
on-time and pursuant to all formalities provided by Law and therefore the relevant claim for wages in arrears
and the claim for indemnity for moral damage do not stand to reason.
5. Ms. Paraskevi Litsa has filed a lawsuit against the company which will be discussed at the Athens Court of First
Instance on 18.07.2006. The prosecutor, former employee of the company, claims the amount of 18,000 €
which is broken down to 15,000 € as alleged wages in arrears and to 3,000 € as indemnity for moral damage.
The Company’s Legal Consultant believes that the outcome will be positive for the company due to the fact
that it terminated the contract legally, on-time and pursuant to all formalities provided by Law and therefore
the relevant claim for wages in arrears and the claim for indemnity for moral damage do not stand to reason.
Chartered Auditors-Accountants
The Company is audited by charted accountants
The Company’s audit for fiscal year 2005 was conducted by the Chartered Auditor-Accountant Mrs. Reggina
S. Loukisa (REG. NO. ICPA 13.791) of the company S.O.L. S.A., 3 Fokionos Negri, tel: +30210 86 91 100107. The same Chartered Auditor-Accountant conducted the audit of the consolidated financial statements
of the Company.
8
INFORMATION ABOUT THE COMPANY
3.1. GENERAL INFORMATION
The Company was established in March 7th 1995 under the legal name “NEWSPHONE HELLAS S.A.” (Official
Legal Notice Issue 1295/24-3-95 S.A. note) and was registered in the Municipality of Athens.
Initially the Company’s registered office was based on 67 Patision Ave., P.C. 104 33 and its initial S.A. Reg. No. was
33090/01/Β/95/166 (articles of association statute formation notaries act no. 35477/1995 and reparative
notaries act no. 35574/1995).
Through its registered office change (Official Legal Notice Issue 1548/19.3.99) and relocation to 280 Thiseos
Ave., P.C. 176 75, Municipality of Kallithea Attica (Prefect of Athens decision no. 4719/99 upon which the
amendment of article 3 of the Company’s statute was approved), the Company was newly registered with an S.A.
Reg. No. 33090/01/ΝΤ/Β/95/82(99).
The Company’s duration was set to fifty years starting from the day of its registry to the Societe Anonyme Registry
in addition to the approval decision from the qualified supervisory authority for the Company’s formation and
statute approval, that is March 23rd 1995.
Following the Company’s approval to be listed in the Parallel Market of the S.E. by the Hellenic Capital Market
Commission and the Athens Stock Exchange authorities (Official Legal Notice Issue 329/17.01.03), the
Company was posted to the S.A. Registry Office through a decision (Κ2-2672/27.02.2003) by the Ministry of
Development and received the new Reg. No. 33090/06/Β/95/3.
The Ordinary General Assembly of the Company’s shareholders dated June 27th 2003 decided the expansion
of the Company’s legal name and scope of its statute (amendment of articles 1 and 2 of the Company’s articles of
association), (Official Legal Notice Issue 7901/23.07.03).
The new full name of the company is “NEWSPHONE HELLAS – ANONYME COMMERCIAL COMPANY –
TELESOUNDINFORMATION SERVICES – COMPLETED I.T. AND COMMUNICATION SERVICES” with distinctive
title “NEWSPHONE HELLAS S.A.”
The Company’s scope in compliance to its statute, article 2, is stated below:
1. The production, processing, promotion and disposal of telecommunication programs and services through
telephone, television (videotext), terminal computers (minitel) and in general the creation and operation of
audiotext services (according to the National Telecommunication Company standards) based upon the
provisions of the legislation in effect. Provisions that are against moral considerations in any way are explicitly
exempt.
2. The research, planning, materialization, operation, management, support and trading of integrated
information systems and applications with the usage of information technology and personnel. Additionally
the hosting and operation of information technology systems in infrastructure and domains of the company.
9
3. The trading, importing, dealership, production, processing and maintenance of software applications and
computer systems.
4. The provision of telecommunication services regarding phonetic telephony to subscribers and users of the
company.
5. The staffing, operation, technical support and management of Call Centers – Contact Centers of civilians or
clients for the account of third parties, Organizations, Authorities or Companies.
6. The disposal of trained personnel to third parties physical or legal entities for the staffing and operation of Call
Centers (Call Center outsourcing) and other desk – helpdesk services.
7. The rendering of services regarding tape recording, de-recording, digitalization – typing of speeches,
conferences, lectures and in general the keeping of any type of records through electronic means and the
conversion of documents into an electronic form.
8. The computerization, processing, registration and keeping of data-facts for the account of third parties (data
base management) in addition to the clientele development and evaluation services.
9. The rendering of services related to the solicitation of clients and collection services for the account of third
parties.
10. The performance of educational seminars for the company’s personnel or for third parties, in addition to elearning services to physical or legal entity and in general the rendering of educational services in similar
matters.
11. The rendering of up to date services through SMS, MMS, INTERNET and other similar technologies.
12. The research, development, study, planning, application and execution of all kinds of projects or rendering
of advisory services or assumption and rendering services to third parties, physical or legal entities, Public
Organizations and other Authorities, of complete studies and applications in the telecommunication and
information technology sectors.
In order to satisfy its company scope the Company can:
a) produce and market televised and radio advertising programs, operate advertising organizational programs
through media (media planner), production of any kind of models, marketing, organization of exhibitions,
conferences and seminars.
b) to represent and participate in other companies, existing or newly established, domestic or abroad with the
same or similar scope.
According to its statute, the Company can establish and operate branches or agencies in Greece and abroad
based upon the decisions of its Board of Directors which can decide the abrogation or merge of existing agencies
or branches.
10
The Company’s activity is subject to the telecommunications sector and more specifically to the Audiotext
services sub-sector (STCOD-2003: sector code 642.0) of NSSG.
The Company’s operation is subject to the provisions of L. 2246/1994 in effect today, and the Company is
obligated to submit a Report to the Hellenic Telecommunication & Post Commission the contents of which
are defined through the decision of the Deputy Minister of Transportation and Communication no. 74631/
24.05.1995.
The above anticipated Company Statement has been accepted based upon the decision of the Hellenic
Telecommunication & Post Commission no. 3435/F387/19.06.1996. According to the above decision, the
Company may use the national telecommunications network of the Hellenic Telecommunications Organization
(H.T.O.) and render audiotext services and specifically recording of information (information that is provided to
telephones through computer systems) and live information (information provided live to the subscriber).
The decision includes the H.T.O. network usage terms and conditions (leased circuit capacity) in addition to
the Company’s obligations (submission of a yearly operations report, acceptance of decisions taken by the
National Telecommunications Committee, action measures in order to eliminate any risk related to the security
of operations of the national telecommunications network, security regarding the confidentiality of messages
and data in addition to the equal treatment of users, deposit of yearly reciprocal dues, abiding to the provisions
of the Greek and Community legislation etc).
Additionally, according to the above decision, the Company is obligated to render services that do not contain
misleading or inaccurate information and services that are in accordance with the law provisions and the Code
of Conduct of Telecommunication Operations and which do not violate third party rights including intellectual
property rights.
The granted acceptance of the above Statement to the Company is private and based upon that the Company is
obligated to report to the Committee any changes regarding its shareholder structure or data changes that might
occur relative to the contents of the Statement.
If the Company does not abide to the above conditions this will entail the revocation of the Statement’s acceptance
decision in addition to the enforcement of sanction of article 4 of L. 2246/1994.
With the decision no. 15141/F387/08.07.1999 of the National Telecommunication & Post Office Committee,
the above initial granted decision relative to the Company’s Statement acceptance was renewed under the same
terms and conditions for a three year period, that is up to 30.06.2002 and following that for an indefinite term.
More specifically the Committee through its decision no. 207/3 (Official Legal Notice issue 195/Β/1-3-2001)
has issued the General License Regulation which regulates, amongst others the subjects, at the time before the
above decision was issued, regarding licensed companies under the General Licenses status quo according to
article 5 of L. 2867/2000.
According to this decision (207/3) the companies (also as NEWSPHONE HELLAS S.A.) that had received a fixed
term License through the Committee’s Decision, are now subject to the provisions of the new General License
Regulation and consequently their license term is indefinite.
11
3.2. COMPANY’S SUMMARIZED HISTORY
The most significant events that signaled the Company’s development since its establishment in 1995 are
described below:
1995: ESTABLISHMENT OF THE COMPANY
The Company was established on March 7th 1995 (Official Legal Notice Issue 1295/24-3-95 S.A. note), as a
societe anonyme company, from Mr. Georgios Theodosis of Anastasios and Aikaterini, Mrs Tereza Theodosi of
Georgios and Adamantinis and Mr. Evstratios Apergis of Nikolaos-Filippos and Iridos.
1995: AUDIOTEXT CONTRACT AGREEMENT WITH THE HELLENIC TELECOMMUNICATION
ORGANIZATION
In March of the same year, the Company signed an agreement with H.T.O. which regulated the relations between
Audiotext Service Providers and H.T.O. The agreement was unified for all of the five (5) companies that had
received a license at that time with the scope to provide Audiotext services. It should be noted at this point that
the Company’s founding shareholders had deposited the first formal application to H.T.O.’s administration in
1992 in order to receive an operating license. During the three years that passed numerous meetings took place
between the Company’s founders and H.T.O’s executives in order to convince H.T.O. for the necessity of such a
Service and to prepare studies for the institutional framework of audiotext services operations in Greece.
1996: CONTRACT AGREEMENT WITH TELEVISION STATION SKAI (ALPHA)
The Company signed an exclusive agreement with the television station SKAI, which until today, has been
renamed to ALPHA, promotes with success and efficiency the Company’s services.
1997: FORTIFICATION OF N.M.S. PUBLIC BIDDING
In January 1997 the Public Bidding no. 10/96 proclaimed by the National Meteorological Service (N.M.S.) was
secured to NEWSPHONE HELLAS S.A. regarding the telephone broadcast of weather news. The Company’s bid
was considered as the most financially viable and technologically advanced solution compared to all the other
bids testified by the remaining Audiotext companies.
1997: THE COMPANY LEADS IN LIVE SUPPORT SERVICES AND INTERACTIVE GAMES ON
TELEVISION
In March 1997, the Company was the first to provide to its partners live support services having invested properly
in technological equipment and research and development. These were services that provided junctions with live
support from expert persons. This differentiation was revolutionary compared to the audiotext sector standards
at that time and contributed substantially in increasing the Company’s revenues.
The Company once more leads the sector by presenting the first tv shows which are based upon live Interactive
games in Greek television (Channel 5, Macedonia TV and others). These games were based upon the Company’s
inventions, productions and support. Their acceptance by the audience was wide since for the first time the
12
passive tv viewer was transformed into an active player participating from home, from which he/she could control
and designate the show’s progress through a telephone device. This innovation attracted new clients-partners for
the Company since it provided a solution that everybody was in search of in order to differentiate their program
and attract new tv viewers and at the same time users of the Company’s services that significantly increased the
“traffic” of its telephone lines.
1998: THE COMPANY MAINTAINS ITS SECTOR LEAD
By achieving a high penetration level in the media in the provinces, NEWSPHONE HELLAS expanded the market
and effected innovative ideas and services in the field.
1999: RELOCATION IN MODERN AND UP TO DATE FACILITIES IN ADDITION TO SIGNIFICANT
INVESTMENTS IN TECHNOLOGICAL EQUIPMENT
In March 1999, the Company envisaged the development of the Audiotext and relocated to new modern facilities
in Kallithea, on 280 Thisseos Street. The new headquarters are housed in a building of one thousand fourty (1040)
square metres. The technical equipment ensure vast capacity and potential for unlimited expansion of circuits,
uninterrupted power supply supported by an auto-start emergency power generator and anything else deemed
necessary for supporting its services. This new location was selected due to easy access by staff and customers,
and also for the modern telecommunication infrastructure of the area.
Within the same year, the Company invested a significant amount in equipment with the scope to make the
junction line usage more effective (increase of useful capacity), between the Company’s facilities in Athens and
Thessalonica. This solution was implemented in cooperation with the Telecommunication Institute of Crete, and
assisted the market share increase in Northern Greece. The Company also acquired systems in order to enlarge
the simultaneous lines that it services in addition to the ΑΤΜ technology systems (Asynchronous Transfer Mode),
which provided to NEWSPHONE HELLAS S.A. A with an immense capability to produce composite combined
technology services without limitations.
1999: CONTACT AGREEMENTS WITH COSMOTE S.A. AND PANAFON S.A. (VODAPHONE)
In December 1999, NEWSPHONE HELLAS S.A. signed three (2) significant contracts. More specifically the
Company signed a contract with Cosmote S.A., with the objective to provide several services starting with the
service “Cosmote Stocks”, an automated on line update for the S.E. share activity and the progress of its session.
Further on more services were developed.
Almost simultaneously, the Company signed a contract with Panafon S.A. for the provision of several services,
amongst which entertainment services exist, whereas a series of new specialized services was prepared.
2000: THE COMPANY SECURES THE HELLENIC HORSE RACING ORGANISATION PUBLIC
BIDDING
In January of 2000 NEWSPHONE HELLAS participated in a Public Tender announced by the Hellenic Horse
Racing Organisation (ODIE), which was awarded to the Company following a decision of the B.D. of the above
Organisation. The award of the bidding to the Company reinforces the role that NEWSPHONE HELLAS wants to
achieve as a Content Provider.
13
2000: THE COMPANY SECURES THE TAXIS PHONE SERVICE THROUGH THE SECRETARIAT
GENERAL FOR IT SYSTEMS OF THE MINISTRY OF ECONOMY & FINANCE DECISION.
During the same year NEWSPHONE HELLAS tendered for and was awarded the TAXIS PHONE service following
a decision of the Secretariat General for IT Systems of the Ministry of Economy & Finance. This is a service which
provides information to taxpayers in relation to the settlement status of their tax returns.
2000: ACQUISITION OF CALL CENTER HELLAS S.A.
NEWSPHONE HELLAS acquired 50% of the company called CALL CENTER HELLAS, with the objective
to undertake and implement large and complex projects and thus provide even more specialized and
differentiated services. CALL CENTER HELLAS provides Integrated Business Communication Solutions
through Telecommunication Networks in addition to a Digitally Networked and Organized Call Center
which uses specialized software packages.
2000: SUBMISSION OF LISTING APPLICATION TO THE A.S.E.
On February 1st 2000 the Company filed a listing application for the parallel Market of the A.S.E. with the
objective to raise the required funds needed for the financing of its planed expansion in Greece and abroad.
2001: ISO 9001 CERTIFICATION
NEWSPHONE HELLAS certified all of its services with ISO 9001.
2001: INSTALLATION OF SPEECH RECOGNITION PLATFORM AND DEVELOPMENT OF
RINGTONE & LOGO SERVICES.
The Company installed a Speech Recognition platform, in collaboration with a recognised foreign company and
started the development of a series of applications by using the above platform with the objective to develop an
integrated Voice Portal.
During the same year, the company by converging technologies developed the innovative Ringtones & Logos
service for mobile phones, which was provided via fixed and mobile telephony networks to all mobile telephony
subscribers.
2002: THE COMPANY SECURES THE “ARIADNE” PUBLIC BIDDING
In 2002 NEWSPHONE HELLAS undertook the ARIADNE project, following a Public Tender, with a budget of €
12,3 million. It is the 1st Project based upon the framework of the business plan “Society of Information” which is
incorporated in the E-Government and support the Citizen Service Centers.
14
2002: COOPERATION WITH THE SOCIAL SECURITY ORGANIZATION, ABG CARD S.A.
AND OTHER COMPANIES
In the same year the Company undertook a project regarding the Social Security Organization which is related
to the provision of telephone call services and data input regarding the application of the new institutions which
relate to the abolition of stamps and the bestowal of pensions.
The Company also signed an agreement with ABG CARD (Agricultural Bank of Greece) for which it provides an
integrated management communications service(Contact Centre Services).
During the same year Newsphone Hellas penetrated in the Mobile Marketing sector in which it co-operates with
Tasty, Algida, DELTA and other companies.
Additionally it develops new peak technologies such as MMS and polyphonic Ringtones.
2002: PUBLIC OFFERING IN THE A.S.E.
During the fiscal year-end of 2002, and more specifically from December 17th to December 19th of 2002 the
Company successfully completed its Public Offering and its shares were quoted in the Parallel Market of the
A.S.E. on January 27th 2003.
2003: COMPLETION OF “ARIADNE” PROJECT OF THE MINISTRY OF INTERIOR, PUBLIC
ADMINISTRATION AND DECENTRALISATION AND DEVELOPMENT OF E-KEP PROJECT
Newsphone Hellas successfully implemented ARIADNE, the most significant project for the Information Society
Operational Programme run by the Ministry of Interior, Public Administration and Decentralisation. The projects’
implementation highlighted the need for e-government in Greece. Newsphone Hellas, responding to that need,
has developed and operationally supports the innovative e-government platform called e-kep. Today e-kep
forms an integral part of ARIADNE. These projects allowed the Company to set the standards in the field of egovernment in Greece.
In the context of e-kep, the Company developed a synchronous and asynchronous e-learning platform for
the staff of Citizen Service Centres, which ensures that users can practice with all applications and enables
interactive communication between trainers and users. More than 3,500 e-learning users have been trained in
the e-kep platform and the application of the Agricultural Insurance Organisation, in addition to the submission
of Tax Returns to the TAXISNET system, the Detailed Interim Statement of the Social Security Organization and the
Army Recruitment Report, completing approximately 18,000 hours of training.
2003: CREATION OF NEW SERVICES
In 2003, the company increased its penetration in the area of premium SMS services by developing, through its
own constructed platform, important services such as Chatlines, TV Chat, Animated SMS, Quiz SMS, Organization
of Football Match Prognostics S.A. gaming results and other services.
Additionally the Company was also the first to promote java games in Greece in collaboration with large
foreign companies, and obtained exclusivity in the promotion of Cartoon Network games of the Turner Group in
Greece.
15
Moreover, the Company took action in the area of WAP portal construction and constructed the TIM Wap
Portal and the TIM Videonews service, providing among other things video services for 3rd generation mobile
telephony sets. Also in collaboration with ΤΙΜ it developed the “All Star Game” service with speech recognition
technology.
Finally the Company, showing its sensitivity to social benefit projects, in collaboration with the television channel
ALPHA, took part in charity activities, such as the “The Child’s Smile” and the “Telemarathon for the children of
Iraq”, managing tens of thousands of calls in a very short period and distributing the income from services to
specific agencies.
In November 2003 the readers and journalists of the financial magazine “MONEY” awarded Newsphone
Hellas the Business Innovation Prize.
2004: POSITIVE QUALITATIVE RESULTS OF THE ARIADNE PROJECT OF MINISTRY OF
INTERIOR, PUBLIC ADMINISTRATION AND DECENTRALISATION AND E-KEP
Newsphone Hellas continued with success the materialization of the ARIADNE and e-kep projects which it
operated during the past years. It is worth noticing that through the telephone number 1564 for the Citizens
service, based upon the framework of the above project, the Company serviced more than 1.000.000 calls
made from voters regarding questions upon the whereabouts of their polling stations for both the parliamentary
and euro elections.
In 2004 the e-kep platform serviced 1.643.313 cases that were submitted by 1.316.505 citizens through
the Citizen Service Centers around the country. The above numbers prove indeed that this particular system
developed by the Company, now constitutes the role model system for the operations of the Citizen Service
Centers and upon it every new service provided to the public is developed through the Citizen Service Centers.
2004: CONTRACT AGREEMENT WITH HELLENIC RAILWAYS ORGANIZATION S.A. AND
THE ORGANIZATION OF FOOTBALL MATCH PROGNOSTICS S.A. (OPAP S.A.)
Newsphone Hellas signed a contract with the Hellenic Railways Organization regarding the provision of services
of a Call Center based upon a Public Bidding awarded to the Company. The project’s starting date took place on
the 7/2004 and its duration is for 2 years. The Company has serviced the calls of the telephone number 1110
and informs the passengers of the Hellenic Railways Organization regarding routes, bookings even ticket issuing
based upon a pilot mode operation.
Respectively the Company undertook the project of the Organization of Football Match Prognostics which refers
to the operation of a Call Center for the organization’s agents and clients also based upon a Public Bidding.
Based upon the framework of the same project the Company will develop a unique Voice portal which will be
accessible from all fixed and mobile phone networks in order to inform all of the organizations game players as
far as the official results are concerned.
2004: CREATION OF NEW SERVICES
In the area of Value Added Services the Company has developed many new Voice, SMS and MMS services. In
the voice area the Company co-operated with all three mobile network providers through acquiring premium
numbers (901ΧΧΧ series, different for every network) in order to promote its services to their subscribers. It
developed new SMS services for the provision of eponymous java content (Schrek, Tomb Raider, Kingdom of
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Heaven etc) in co-operation with foreign companies. It provided content of musical sounds calls in the form
of Truetones and co-operated with the ΟΤΕΝΕΤ for the common promotion of the site www.ringtones.gr to its
subscribers. It developed for the account of TIM, services of Video content forwarding (news, music Videoclip
etc) through mobile phones in addition to a wap site in the ΤΙΜ environment for the football club AEK F.C. that
TIM sponsors.
Newsphone Hellas invested and became actively involved to Cosmote’s i-mode by creating 5 sites of
entertainment and informative content, thus acquiring the necessary know-how, with the objective to have the
capability to provide its services irrespectively of the mean used.
A significant choice made by Newsphone Hellas was the General License for the Provision of Voice Telephony
Services received by the National Telecommunications and Post Office Committee. From the beginning the
Company’s strategic objective was to acquire the above license in order to have access to its own number
resources. In this way the Company will be able to freely negotiate its percentages regarding its numbers (90 11
90 ΧΧΧΧ, brief codes 14ΧΧ and other geographical and non geographical numbers) in addition to the access
of its services from the subscribers of all networks. This capability, that the Company will have, will provide
significant competitive advantages since it will be able to offer innovative and competitive services to its clients.
Based upon the above the Company proceeded in a relevant upgrade of its telecommunication infrastructure
with the objective to exploit at its maximum the new potential given.
2004: SOCIAL RESPONSIBILITY AND REWARD FROM EUROPE500
Newsphone Hellas, once more, proving its sensitivity for social benefit projects, in collaboration with the
television channel ALPHA, took part in charity activities, such as the “The Child’s Smile” and in cooperation with
Bank of Cyprus for the “Radio Marathon for Children with Special Needs”. Through these actions the Company
managed hundreds of thousands of calls and SMS messages in a very short period of time and distributed the
income of these services to the above organizations.
Additionally the Company was rewarded for the second consecutive year from the European organization
Europe500 for its performance and specifically it received a distinction in the area of the creation of new
employment positions occupying the 253rd position on a pan European basis.
2005: MOBILE MARKETING PROGRAM IN COLLABORATION WITH VODAFONE GREECE
The company collaborated with Vodafone Greece in order to carry out a Mobile Marketing program which lasted
one hundred (100) days. The program was really successful and was largely apreciated by Vodafone users.
2005 : COMPANY’S OPERATION IN THE FIELD OF DIRECTORY ASSISTANCE SERVICES
In August of the same year, the company entered the field of directory assistance services. This corporate move
gained a positive response by the public and significantly contributed to the increase of sales in 2005.
The company strongly focuses on the development of the said service, as well as of additional services which will
be based on the same corporate basis.
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2005 : INCREASE OF PARTICIPATION IN CALL CENTER HELLAS
In recognition of the key role played by the subsidiary Call Center in the field of provision of services of the group,
NEWSPHONE increased its participation to the share capital of the subsidiary from 50% to 70%.
2005 : AWARD OF THE NEW PROJECT OF THE MINISTRY OF INTERIOR, PUBLIC
ADMINISTRATION AND DECENTRALISATION “PROVISION OF SERVICES (SLA)
THROUGH THE DEVELOPMENT AND OPERATION OF THE ADEQUATE INFORMATION AND
COMMUNICATIONS TECHNOLOGY INFRASTRUCTURES FOR SERVICING THE CITIZEN
SERVICE CENTERS (KEP)”
The award of the abovementioned project, of a budget mounting to 10.2 € and of duration of 33 months, which is
the continuation of ARIADNE and E-KEP projects, constitutes a substantial recognition of the high level of services
provided by the company. The project aims at expanding the methods of services provided to the citizen in his/
her intercourse with the public domain either through the telephone or the internet. NEWSPHONE aims at further
enhancing its position in the field of e-government, constituting a strategic ally of the Greek public sector in its
effort to provide reliable, high-quality services to the citizens.
3.3. COMPANY’S OPERATION
3.3.1. SUBJECT OF OPERATIONS
Newsphone Hellas operates in a new sector which is defined below:
Content, services and application provisioning towards the public, companies, or Organizations
through the exploitation of alternative fixed and mobile telephony networks and the internet
through the use of convergence information and telecommunication technologies”.
The provided services refer to Contact Center services, Interactive communication services and
Information & Workflow Management”.
This particular sector constantly presents a continuous development during the last years and according to
estimates also on a European level it is anticipated that its expansion will continue in the following years. Some of
the basic characteristics which reinforce the above estimate are:
• Liberalization of Telecommunication Services with a continuous reduction of the communication transfer cost
due to competition and the opening of markets for the provision of new Value Added services.
• Rapid development of the technology of convergence technologies Telecom – IT, Computer Telephony –
Development of a wide range of applications (SMS, MMS, 3G telephones, i-mode, live, WAP environments).
• Significant telephony penetration in al levels with 5.700.000 fixed telephony users and 9.000.000 mobile
telephony users in Greece, which means a large number of users of the new services.
• Increase in demand of specialized services through a telephone for informational and customer care services.
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• Anticipated big increase of Internet users in Greece and consequently development of more informational and
customer care services through the internet.
• Development of programs which will be proclaimed from the “Society of Information” based upon the scope
of the 3rd CSF.
• Rapid development of e-Government services in order for the Public Sector to upgrade the services rendered
towards the citizen with up to date informational and telecommunication technologies as a basic tool.
• Development of Mobile Marketing and CRM services.
The sector comes to cover the need of companies and organizations for interactive and dynamic communication
and cooperation services which show a rapid increase. Companies continuously materialize online systems that
support interaction processes with their suppliers, clients and partners. Organizations materialize new patterns of
client/civilian information and services thus exploiting the new technology capabilities, saving time and money
and simultaneously upgrading the level of services rendered. Their staff or client users, are found even more
decentralized or mobile and have the need to access information systems either through telephone or computer
in order to receive informational and customer care services that are very useful to their daily lives.
Online information, telephone services through unique dialing numbers (i.e. 1564, 1110, 1133 etc), Online
payment services, SMS Alerts, e-Government services of the central or local government are only some of the
services provided with the objective to cover the needs of the contemporary way of life by the sector.
The above mentioned services require convergence peak technologies of C.I.S. and telecommunication
systems, at the same time that end users are getting familiarized with technology and are becoming much more
demanding. For the companies and organizations that offer the above services Outsourcing is the obvious
solution that allows them to provide such services and at the same time focus to their core business.
Newsphone Hellas exploits in an optimum way the information and telecommunication technologies play the
role of the facilitator, offering to its partners infrastructure, solutions and services with which they can manage
information flows in addition to information and services applications. Moreover the most important thing is
that the above can be combined by the company with tracking, collection and content processing procedures
and thus produce useful informational, briefing and entertainment services which can be disposed through
alternative channels of fixed and mobile telephony and internet.
Based on the above the Company develops, provides and supports the following services:
• Analysis of project needs and the working out of studies related to application systems for the provision of
specialized services which are adaptable to the occasional needs of the citizen/client.
• Design, materialization and operational support of work flows.
• Collection, classification and digitalization of content.
• Design, development and portal operational support.
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• Design, development and support of Web Services for the Interoperability, between heterogeneous information
systems.
• Design, development and operation of M.I.S.
• Design and materialization of e-learning.
• Electronic issuance of certificates.
• Provision of services regarding computerized operations of central and local management.
• Contact center services.
• SMS services , MMS services and Video Streaming though a mobile phone services.
• e-mail and facsimile services.
• Greek Speech Recognition platform, and Text to Speech platform.
Generally the Value Added Services which the Company exploits through new peak Computer Telephony
technologies and through co-operations that it has developed with the mobile telephony networks, are
distinguished in the following categories:
Α. BUSINESS – TO - BUSINESS SERVICES (Specialized Information & Technical Support).
Β. INFORMATIVE SERVICES
C. ENTERTAINMENT SERVICES (Interactive Games)
The above services can be:
• With Live Support (operators)
• Pre - recordings
• Combination of the above
• With usage of picture and sound (video)
• Rerouting services
• Speech Recognition Services
• SMS / MMS services (Premium SMS / MMS)
• Video Streaming services through mobile phones
• Digital Music Downloads services
• Number Resources through interconnection services.
The access media of users to services is the telephone (fixed or mobile), the fax, the SMS, the ΜΜS, the Internet
etc.
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Α. BUSINESS – TO - BUSINESS SERVICES
NEWSPHONE HELLAS, responding to the needs of professionals, companies but also of large organizations to
provide to clients-citizens specialized services depending on their needs, developed and implemented a series
of integrated business solutions.
These services cover sectors, such as citizen customer services regarding their transactions with the State,
accuracy programs, advertising and promotion for consumers, mobile phone services and several other services
that are developed in co-operation with its clients.
Newsphone Hellas S.A. provides the following B2B services:
“e-Government” Services
Today, more than ever, the Public Administration is facing the challenge of responding to the increased
expectations and needs of citizens. It is now expected to be more productive and to upgrade the services
it offers to citizens at a low cost. E-Government, through the use of cutting edge Communications and
Information Technologies (CTI) is the “tool” which can help the Public Administration to face those challenges
successfully. Through e-Government bureaucratic procedures are simplified and citizens gain better access
to administrative information.
Many will claim that for the Public Administration to proceed in new specialized and up to date services towards
the citizen and companies, it will have to invest in new infrastructure and information systems with the objective to
cope to the new demands. But no Organization or Service is willing to eliminate existing systems, which most of
the times had a substantial money cost, if that is not absolutely necessary.
A modern perception of approach of the matter is required combined with a total of new tools and technologies
which interlink between the heterogeneous systems, allowing them to communicate with the objective to provide
high quality services to the citizen.
As a company fully aware of the size and importance of this enterprise, as well as of its responsibility and powers,
NEWSPHONE HELLAS is able to respond dynamically to the demands and expectations of citizens, because
NEWSPHONE HELLAS creates communication opportunities for citizens.
Ministry of Interior, Public Administration and Decentralisation – “ARIADNE” Project
NEWSPHONE HELLAS and the Greek Public Administration share the same vision and have joined forces aiming
to make full use of the opportunities provided by the e-Government model.
NEWSPHONE today implements with absolute success the most important project of the Information Society,
ARIADNE of the Ministry of Interior, Public Administration and Decentralisation. An integral part of the ARIADNE
project is the open architectural e-kep platform, developed and operationally supported by NEWSPHONE.
These projects allowed NEWSPHONE to set new rules and standards to the e-Government in Greece.
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Based upon the above project NEWSPHONE HELLAS S.A. has:
• set up a Public Administration information collection, processing and sorting team. To date, over 2,000
procedures have been collected, evaluated, and digitalised, of which 917 have been certified by virtue of joint
Ministerial decisions and are implemented by the Citizen Service Centres.
• developed a Citizen Service Call Centre that can be reached by dialling 1564, which to date has answered
over 7,000,000 calls and continues to serve 160.000 calls per month.
• developed the Public Administration Internet Portal www.kep.gov.gr, which receives over 10,000,000 visits
each month.
• developed an IP network to interconnect the Citizen Service Centres as part of a single VPN network. To date
1,014 Citizen Service Centres have been included in the network.
• developed a Help Desk to provide operational support to Citizen Service Centres, which answers over 4,000
calls per month.
The ARIADNE project has primarily been an information-based project, that is a project dealing with the
collection, sorting, updating, and digitalisation of Public Administration information, and making it available to
citizens by phone, over the Internet and through the Citizen Service Centres (CSC).
However, the increased needs and expectations of citizens from the Public Administration and the e-Government
model made one-stop shop, online access by citizens to both information and services imperative. Responding
to that need NEWSPHONE HELLAS has developed and provides operational support to the pioneering eGovernment platform, the so called e-kep putting e-Government into practice in Greece
Ministry of Interior, Public Administration and Decentralisation – “e-kep” Project
In order for the Citizen Service Centers to be transformed from Informational Centers to Service Centers, the
Company has developed a special e- Government platform, which supports their business operations named
e-kep. Its objective is to manage citizen cases from the day of the relevant application submission until the final
processing and its delivery to the citizen.
In this way, the Public Administration was gradually driven in the one-stop, on-line access of the citizen to
services. The “e-kep” platform is extendable and inter-operational with a linkage and interaction capability
with the informational systems of other Public Organizations. The e-kep platform design is based upon the use
of integrated Web Services with an open architecture, based upon the Service Oriented Architecture services,
having adapted all the international acceptable open standards (SOAP, UDDI, XML, WSDL). It is about an open
environment that can communicate with systems and service operators of other organizations with the objective
to provide innovative services.
NEWSPHONE HELLAS has already interconnected the systems of the Army Recruitment Office (Ministry of Public
Defence), the Criminal Record Service (Ministry of Justice), the Births, Deaths and Marriages Registry (Ministry
of the Interior, Public Administration, and Decentralisation) with the e-kep platform extending the electronic
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services that the Citizen Service Centres provide to citizens and soon the interconnection completion with the
informational systems of the Social Security Organization, the NAT, the National Agricultural Insurance Institute
and the Central Union of Chambers will take place.
In order for the information provided to the citizen to be uniform in addition to the use of the e-kep platform, 4.000
employees of the Citizen Service Centers had to be trained. The geographical dispersion, the number of the
Citizen Service Centers, the continuous increase of requests – cases of citizens called in on a daily basis in order
to be managed, but also the need for a significant cost cutting as far as the training is concerned, has led to the use
of the e-learning platform. Thus, virtual teaching rooms were created were the appropriate proponents through
a special software of the Company did the training through the use of computers at a minimum cost and without
needless transfers and waste of time.
From that point on a standardized way of procedures management was demanded from all the Citizen Service
Centers, with one uniform realization understanding for every procedure. For this reason the Company developed
for each procedure a different work flow.
The answer to the operational demands and to the need of existence of an up to date support environment of
the business operation, was given by the e-kep system which was designed, developed and materialized by
Newsphone Hellas, and which facilitates the reporting of the Citizen Service Centers for every change in the
procedures, simplifies the work of the employees and at the same time through an MIS system regarding the
productivity of the Citizen Service Centers and the other public services, gives the ability to the Ministry of Interior,
Public Administration and Decentralisation to monitor the quality of the service provided.
After a 12 month operational period, it is ascertained that the quality of services has been improved. The
average servicing time of a citizen has been decreased by approximately 7 days from 15, the acceptance of the
institution has been increased with a 24% average monthly increase of the citizens that reuse the Citizen Service
Centers for a new case, the institution’s recognition has been increased with a 35% average monthly increase of
the citizens that use the Citizen Service Centers services for the first time, the communication between the citizen
and the State has been standardized, the bureaucracy has decreased and the trust of the citizens to the state has
been reinforced.
Customer Service 1564
Newsphone Hellas, contractor of the ARIADNE project of the Ministry of Interior, Public Administration and
Decentralisation has undertaken the hosting, staffing and business operation of the 1564 citizen Call Center
and covers the customer service of citizen calls. This project in this first phase was operational for 30 months and
already extended contractually for another 15 months.
1564 is a telephone service which provides administrative information and is subject to the Ministry of Interior,
Public Administration and Decentralisation. It started upon the framework of a pan European effort which is
called “The Citizen first” with the objective to provide an instant service to citizens in matters that have to do with
administrative information and services. The Citizen Call Center service 1564 operates 24 hours per day, 7 days
a week and 365 days per year.
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Citizens can, through a simple call to 1564 (urban charge), be instantly informed for matters having to do with
the Public Administration. Especially in Greece were the bureaucracy problem is very intense, 1564 has the
objective to fully inform the citizen as far as his/hers transaction with public organizations.
In this way the citizen by calling 1564 avoids the trial of the unnecessary transfer in several services, since he/she
has already been informed for the necessary supporting documents that he/she have to present in order to fulfill
his case fast and without any trials.
Other Projects
The close cooperation between NEWSPHONE HELLAS and the Greek Public Administration, as well as other
Public agencies does not end with the main e-Government projects, but is constantly being enhanced via new
projects that seek to fully meet the increased needs of citizens. More specifically, NEWSPHONE HELLAS:
1. Has developed and operationally supports the Hellenic Railways Organisation (OSE) Call Centre which
answers calls from passengers regarding timetable information, tickets, seat availability, telephone
reservations, and other relevant information.
2. Operates the call center of Agricultural Insurance Organisation (OGA) which provides general and
personalized information to the insured.
3. Has developed and operationally supports the Call Centre of the Greek Organisation of Football Prognostics
(OPAP) answering calls from OPAP agents and the public.
4. NEWSPHONE has also developed m-Government applications. Through these services, the company gave
the possibility to citizens of the 2nd electoral district of Athens to send their name, surname and birth location
by SMS to a 4-digit number and instantly receive information regarding the electoral department to which they
vote.
5. Staffed and operated the Athens Olympics Ticketing Call Centre on behalf of Ticketmaster and ATHOC. The
call centre answered calls by the public concerning the schedule of various games, ticket availability, Internet
navigation information for ticket reservations and information on ticket points of sale.
6. Staffed and operated the ATHOC Call Centre which served incoming and outgoing calls about Volunteerism
and the Torch Relay Run.
Mobile Marketing
Mobile Marketing constitutes one of the most widespread tools in the telecommunications area in order for
several companies to be able to achieve the following objectives:
• Identify: Identification of the most difficult target group, ages from 14 to 29 years old.
• Differentiate: Differentiate messages depending on the consumer’s characteristics, in order to create “mobile
entertainment”.
• Interact: Interactive media communication with the capability to respond at any time.
• Customize: Segmentation of the market based upon demographics and personality traits.
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The Company was one of the pioneers in the Mobile Marketing sector having realized a series of very successful
campaigns in co-operation with the biggest retail product companies FMCG, telephone companies etc. Some
indicative examples of Mobile Marketing actions that the Company has implemented are the following:
• VODAFONE : Every day for a period of 100 days Vodafone users participating in a competition by SMS
won one Smart car daily. NEWSPHONE undertook the entire technical coverage of the competition both by
managing the SMS messages and by providing call center services answering calls made by interested parties
and by winners. It constitutes one of the major promotional actions of the kind ever performed in our country.
• FLOCAFE: On behalf of its client, Goody’s, Newsphone has carried out to date 3 contests regarding the Flocafe
stores throughout Greece. Customers of the Flocafe coffee shops were given coupons with unique code numbers.
By sending the code, as well as their sex and age through SMS, users could be instantly informed (instant win) as
to whether they had won any prize. The prize of the first contest was a journey to Torino, Italy, the second contest
gave out invitations for the MAD Secret Concerts and the third gave out invitations for the premiere of the movie
“Da Vinci Code” .
• DELTA 2004: After the significant success of the SMS competition of the MAGNUM ice creams in 2003 and
in the sponsorship framework of the OLYMPIC GAMES OF ATHENS 2004, the ice cream manufacturer DELTA
cooperated once more with Newsphone Hellas S.A. and materialized an SMS promotion for its products
MAGNUM, ALOMA, NIRVANA with Olympic prizes and mobile content for all the participants. The Olympic
prizes, except from the competition sponsors products (Cosmote connection cards, Samsung mobile telephones)
included a stay in the Olympic Village in addition to tickets for all Olympic Athletic events.
• TASTY: For a new taste of the product called Ruffles a voting service was created by Newsphone, were the
public voted, through SMS messages, the name that he/she would want to give to the new snack. Tasty gave ten
(10) choices for the candidate name and the public voted through these ten names.
• CONTREX: The mineral water named Contrex wit the co-operation of Newsphone created an SMS contest with
a unique code on the packaging of the product. The contest was an instant win contest and gave away branded
gifts such as t-shirts, towels, night glasses and 3 big trips to the spa spring Contrex for three lucky winners.
• JAMESON – THESSALONICA FESTIVAL: For the account of the client Pernod Ricard Hellas and based upon
the sponsorship framework of the CINEMATOGRAPHY FESTIVAL OF THESSALONICA with the JAMESON
product, Newsphone undertook the public’s voting through SMS. For the first time at the Cinematography
Festival of Thessalonica the public’s vote was done through SMS messages. Spectators were informed for the
voting directions through special pamphlets and posters that existed within the movie theaters.
• FAMOUS GROUSE: For the account of the client Unexpected Advertising, Newsphone created a contest
through which users may win i-pods Suffle & digital cameras Kodak. By sending the code found on the bottle
Famous Grouse and their names, participants may be instantly informed (instant win) as to whether they had
won any prize.
• HAVANA CLUB: For the account of the client Pernod Ricard Hellas and based upon the party set up at ENVY
CLUB of the HAVANA CLUB product, Newsphone Hellas undertook the conduct of the SMS contest during the
party’s duration with a prize regarding a trip to Cuba. Within the club a special show case was installed filled
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with HAVANA CLUB miniatures and the public tried to guess the number of miniatures through a SMS message.
Those who guessed right participated in a lottery draw at the end of the night for the trip in Cuba. For this specific
contest a web tool was installed through which the Company monitored the correct messages and conducted
the electronic draw. The messages in addition to the lottery draw were projected through plasma screens that
were installed in the club.
• HELLENIC POSTS FOR TIM: For the account of ΤΙΜ, Newsphone Hellas undertook the conduct of an SMS
contest which was directed to the consumers that were connected to the TΙΜ 70 program through the Hellenic
Post Organization. The user had to send an SMS message to a 4digit number with the word ELTA (abbreviation
for Hellenic Posts). After that the participant received a message which informed him if he had won one of the
100 prizes. All participants took part in an electronic draw that took place at the end of the above promotion
with a prize of 1 year salary bonus.
• CORNETTO: For the account of the client ALGIDA and more specifically for the product called CORNETTO
LOVE POTION, Newsphone Hellas undertook the conduct of an SMS contest. The consumer by purchasing
CORNETTO LOVE POTION ice creams, received from the respective point of sale a coupon upon which a
unique 8 digit code was written. The consumer could send with an SMS message this unique 8 digit code to a 4
digit number and instantly received a message that informed him if he had won in addition to the directions on
how to receive the big prizes. In this specific contest all participants won instant tips and 13 lucky participants
won 3 trips abroad and 10 trips in Greek islands.
• BACARDI BREEZER: For the account of the client Bacardi Hellas and more specifically for the product called
Breezer, Newsphone Hellas undertook the conduct of an instant win contest for a period of 4 months. Upon
the Βacardi Βreezer bottles there was a “hidden” unique 5 digit code – at the back of the label. Apart form the
code there was also a message that informed the consumer what prize he/she had won. The bottles without a
code had a message upon the label saying “Try Again”. The consumers that had found the code send an SMS
message by writing the code. Instantly all participants received an answering SMS that confirmed their win and
that they would be contacted.
• DRUM: For the account of the client Imperial Tobacco Hellas and specifically upon the framework of a
promotional activity of the DRUM tobacco, Newsphone Hellas undertook the conduct of an SMS contest. In this
particular contest whoever was informed from the promotional teams and exchanged their tobacco pack with
a Drum pack, instantly won a ringtone for their mobile phone. The procedure was done through sending an SMS
message to a 4 digit number. The promoters send the message-order in order for the ringtone to be send to each
winner’s mobile phone.
• NOKIA CENTERS FOR ΤΙΜ: For the account of ΤΙΜ, Newsphone Hellas undertook the conduct of an SMS
contest addressed to the sales people of the NOKIA CENTERS and the sales increase of TIM 4All and Premium
packages. With every sale regarding the connection of a TIM 4All or Premium package, the salesman had the
chance to participate in a daily draw with a financial prize. For the needs of the above activity every NOKIA
store had a 4 digit code to which the drawing participations were charged.
• TIM FREE2GO: For the account of ΤΙΜ, Newsphone Hellas organized a promotional activity through SMS
messages. The consumer through buying a FREE 2 GO package, received a coupon with a unique 6 digit number
which he/she had to sent with an SMS. Instantly he/she received an answering message which informed if he/
she had won. This specific contest had awarded in total 30 plasma televisions.
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Mobile WAP
Newsphone Hellas is one of the companies in the sector that can materialize WAP sites in every WAP edition
meaning the Mobile Data Services. A typical example is the Video News service of TIM, which exists in three
different editions. The site’s address is http://video.tim.com.gr/. The user, through this service, can receive videos
to his mobile in addition to be informed about news of the day in a reliable and credible way. Also, Newsphone
created for the account of TIM wap sites, for the promotion of new services, such as the wap site of the football
club AEK F.C. Also it has created wap Sites which regard several contests, such as the Site of Christina Aguilera,
Despina Vandi, Eminem vs 50 Cent etc. Last, Newsphone is the 1st Service Provider that has developed a wap
portal site, for the access of all the mobile phone network companies, named Wap Portal VIVO.
Internet
Newsphone Hellas has the capability to constantly develop, design, enrich and update a credible information
(content), any Internet site, intranet or extranet, in order to support its clients and the services it provides. A typical
example is the site of TIM (mms portal) http://mms.tim.com.gr/, and ΤΙΜ’s ringtone site http://ringtones.tim.com.
gr. Additionally, Newsphone developed a site for Emilios Papathanasiou, a yacht-racing champion sponsored
by http://emilios.newsphone.gr. Also, for the account of the football club OLYMPIAKOS F.C., the company
developed a site with mobile services http://www.playred.gr, which includes a large series of services specially
designed for the team’s funs (ringtones, wallpapers, contests). Moreover, an internet site has been developed for
the football club AEK F.C., www.aek.tim.com.gr, for the account of TIM, which includes all of the Mobile content
relative to AEK in addition to contests and services that have been designed specifically for the team. Also,
Newsphone Hellas S.A. is the first company that co-operated with Private for the provision of adult content for
mobile phones and created the site www.private.gr & www.babes.gr. Additionally, in co-operation with OTEnet,
Newsphone undertook the restructuring and the provision of 901 & SMS content and services for the astrological
site Astrologynet (www.astrologynet.gr). Last, Newsphone has developed for its account the sites www.ringtones.
gr, www.parea.gr and www.vivo.gr.
It should be noted at this point that the Company’s basic concern is to create the necessary technological content
supportive equipment for its services that are usually found “behind” the sites.
Also, Newsphone co-operated with OTEnet in order to jointly promote the Ringtones site (www.ringtones.gr) with
new services and new products.
New Services
i-mode
Newsphone in co-operation with Cosmote, launches services for the i-mode menu. These services regard the
following sites that are available through the mobile phones of Cosmote:
• Meteonews: The most reliable and credible weather forecast in i-mode. The service’s content is drawn from the
National Meteorological Service and refers to the weather forecast of the whole country (mainland areas, seas,
temperatures of European cities etc).
27
• Parea.gr: Acquaintance services offered through the i-mode. Users can become members of the biggest
company which concentrates on a daily basis more than 300.000 active members in Greece and abroad.
• Wallpapers: The biggest collection of moving cards, greeting cards and wallpapers, in order for the users to
decorate their mobile phones.
• Ringtones: The ringtones collection of Newsphone now through the i-mode. The users can find the most hot
polyphonic ringtones and effects for their mobile phones.
• Horoscope: Astrological Services that are given through the Horoscope site. The user can be promptly informed
for the forecast regarding his/her horoscope, Chinese horoscope, taro cards, principles of Arithmology,
Seasons and colors that are respective to his/her horoscope etc.
• Private.babes.gr: In the particular website, users can find a rich collection of animated erotic cards and
wallpapers created by Private.
• Mobile.music.gr: In this website, users may listen (possibility of prelistening is provided) and order full tracks as
well as real tones, in order to have the full version of their favourite music tracks in their mobile phones.
Upon the above i-mode sites, Newsphone continuously adds upgrades such as Java Applications & Doja
Applications, the Doja jukebox application for the ringtones site, the Doja application for the Wallpapers site
with Video Function.
Vodafone Mobile Internet
Newsphone in collaboration with Vodafone created the Mobile Internet service. Through this collaboration,
Newsphone created 10 sites which include different services and are presented through Vodafone’s portal to its
users.
• Ringtones: The content found in the Ringtones microsite will include Hot Ringtones, Polyphonic Ringtones,
Research of a Ringtone, Real Tones, Video Tones and Contests.
• Mobile Music: The content found in the Mobile Music microsite will include Real Tones, Video Tones & Full
Tracks.
• Wallpapers: The content found in the Wallpapers microsite includes Logos MMS, Screensavers, Still Cards
MMS, Themes & Contests. Newsphone Hellas has also developed a collaboration with all famous suppliers of
Branded content, such as: Shark Tale, Shrek 2, Woody Woodpecker, Eminem, 50 Cent, Manga, Marvel Heroes,
Cartoon Network, The Black Eyed Peas, etc.
• Oroskopos: The content found in the Oroskopos microsite includes Astrology predictions, the Sign of the month,
Tarot, Chinese Horoscope and Astro-Contests.
• Meteonews: The content found in the Meteonews microsite includes the General Weather Forecast for Greece,
Weather Forecast for Athens & Thessalonica, Weather Forecast for Continental Greece, Weather Forecast for
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Seas and the temperatures of European Countries.
• Private Babes: The content included in the Private Babes microsite consists of Images, Animations, Videos,
Real Tones, Video Tones, Ringtones, Flash Animations and contests.
• Parea: The content found in the Parea microsite consists of Member research, New profile, New Members and
Members Services.
• Vivo Sport: The content found in the Vivo Sport microsite will include results for OPAP lottery and sports games,
Pame Stihima & Race track, National & Laiko Lottery.
• Vivo Games: The content found in the Vivo Games microsite includes a large collection of java games. Several
sub-categories of java games are the following: Strategy, Board Games, Cards, Casino, Multiplayer, Seasonal,
Puzzle and Athletics.
• Vivo: The Vivo site will include additional information, such as: useful telephone numbers on theatres & cinemas,
etc. At the same time, the user of the service may have access to the content of all the abovementioned sites of
Newsphone Hellas.
Vodafonelive! KINO
In the Vodafone live! Menu, Newsphone has developed the ΚΙΝΟ service, which provides all the results of the
ΚΙΝΟ draws. This site has been designed and implemented under the main specifications of Vodafone, in order
to have the «look and feel» of the portal.
Moreover, Newsphone for the account of ΤΙΜ designs and implements the new menu of TIM Imagine services.
This is the new menu of services provided by ΤΙΜ to its subscribers in order to have quick access to all the services
of ΤΙΜ. Newsphone offers polyphonic and monophonic ringtones as well as a rich collection of wallpapers &
screensavers for mobile phones. Also, Newsphone has developed the voice 1432 for the account of ΤΙΜ, through
which ΤΙΜ users have the possibility to order their favourite Real Tones & Polyphonic ringtones.
Also, Newsphone was the first to develop the Cover tones service, by disposing in the market real executions of
known songs and great hits for mobile phones of the third generation.
Last, Newsphone also pioneered in the provision and promotion of a branded content and was the 1st in Greece
that offered to the public known java games, such as Shark Tale, Shrek 2 and Cartoon Network.
Teletext Systems
Newsphone Hellas undertook and created Teletext systems for many Greek tv stations. The Teletext systems
that the Company has developed are constantly enriched with valid and prompt information which is interesting
to the tv viewer. The Company fully exploited the mechanisms that it had developed for the collection and
organization of content and information and it combined them with its technical infrastructure and know-how
in order to offer an integrated informational system to its partners.
29
The list of the Company’s partners includes indicatively the following channels: Alpha, ANT1, Mad, Macedocia,
Alter, Smart Channel and Astra TV Volos.
Β. INFORMATIVE SERVICES
The informative services are directed to specialized needs of users. That is, users can choose the particular
information which interests them either though a live support or through a pre-recorded service, by using the
buttons of their device.
An example of an informative service of Newsphone Hellas S.A. is the “METEONEWS” service, which is realized
in co-operation with the National Meteorological Service and provides to the user the capability to receive
meteorological information for every mainland or sea area that interests him/her. The meteorological information
provided is renewed every 6 hours and is accessible through a voice recognition or an SMS.
Also, an informative service is the “SCORE & PROFITS” service in addition to the “PHONE BANKING” service. The
first service informs the user for the results of the betting game “PAME STIHIMA” and the remaining betting games
of the Organization of Football Match Prognostics S.A., and the second service gives to the user the capability to
execute banking transactions (such as balance question, money transfer, credit card payments etc.).
Within the framework of informative services, Newsphone added to its portfolio of rendered services relevant
to betting game results of the Organization of Football Match Prognostics S.A., the new betting service called
“ΚΙΝΟ”, which presents each draw as soon as they are realized through a voice service or SMS.
Directory Assistance Services 11880
Newsphone Hellas SA after closely observing European standards and envisaging the developments
of the domestic telecommunications market, proceeded with the strategic planning of new innovative
telecommunication services which started being implemented long before being promoted to the wider
consumer public.
For developing its telecommunications network and providing directory assistance services, the company
is in close collaboration and has signed interconnection agreements with the largest telecommunications
organisations of fixed and mobile telephony in the country. More specifically, the company already collaborates
with the companies of fixed telephony ΟΤΕ, TELLAS and LANNET while in the field of mobile telephony it
collaborates with the companies COSMOTE, VODAFONE, TIM and Q Telecom.
These agreements provide access to all fixed and mobile telephony users within the Greek territory while at the
same time guaranteeing high-quality on-going services provided through a network adequately proportioned
in order to respond to the most demanding conditions of telecommunications load.
On 9/8/2005 Newsphone Hellas made the official presentation of the number of directory assistance service
11880 which constitutes the first alternative provider in the said market.
30
Today the clients of the service enjoy informational services in the following main categories:
• Directory assistance service of fixed telephony users
• Directory assistance service of the public sector
• Directory assistance service of companies throughout Greece
• Additional information on inquiries of general interest such as of Hospitals on-duty, chemists, petrol stations,
cinemas, theatres, departure and arrival information for ships, planes and busses etc.
Moreover, the service provides possibilities to users such as:
• free-of-charge call back concerning directory inquiries requiring further investigation
• direct connection to the desired telephone number (Call Completion)
• sending of required data to a designated number via SMS
• unlimited number of questions per call
The 11880 service is available 24x7, constantly updated and enriched, always prompt to provide fast and
straight service to any telephone directory inquiry.
On a daily basis, the company’s experienced personnel collects, renews and digitizes content with a view of
providing more complete information to Directory Assistance Service users.
Since August 2005 and within a short period of time, the service was well-accepted by consumers and gained
their trust. The success of the said service is mainly attributed to the following parameters:
1. The strategic decision to operate in the market of directory assistance services and the company’s persistence
to achieve that goal despite the difficulties encountered mainly due to the monopolistic status in force up to
then.
2. To the fact that Newsphone Hellas started operating in the provision of the said services right after the
deregulation of the said market
3. To the fact that the company has one of the largest call centers in Greece which is manned by experienced and
skilled personnel.
4. To the fact that the services provided are ISO certified.
5. To the company’s strategic decision to collaborate with one of the most experienced suppliers of directory
assistance services software.
6. To the fact that the company holds reliable content and constantly invests in the collection and management of
new content in order to create a more complete database.
7. To the fact that the company constantly invests in new technologies with a view to remain pioneer in the provision
of new innovative services in the market of directory assistance services.
8. To the effective and successful communication policy adopted by the company, making use of multiple
promotional means, such as the television, the radio and the outdoor advertising signs. Thanks to the advertising
promotion of the service, the number 11880 became known to a very large part of the population. The quality
and comprehensiveness of the service provided is a determining factor for the success of the company’s
corporate effort in the field.
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More specifically, the additional products carefully designed by the company are:
• The provision of directory assistance services with parallel provision of geographical information
• The provision of directory assistance services with the use of alternative means of information dissemination
• The provision of international directory assistance services
• The provision of directory assistance services on behalf of large telecommunications companies (white label
service)
C. ENTERTAINMENT SERVICES (Interactive Games)
Newsphone Hellas S.A. provides services of an entertainment content. These are general services with several
subjects such as: acquaintances, astrologic, forecasts, contests, interactive games, quizzes etc.
In more analysis, the entertainment services are divided in the following basic services:
Contests-Polls
Newsphone Hellas S.A. in cooperation with the media or companies conducts contests and knowledge or ability
games, in which participants deposit their opinion in several subjects of the daily life and winners are awarded
prizes and presents.
Example:
The Company in co-operation with television shows, organizes polls were participants are invited to vote upon
hot in season issues and simultaneously claim many big presents.
Also the participation of the public in Reality shows such as Fame Story, Dream Show etc., is secured through the
services provided by the Company. The public can deposit its opinion either by calling a specific number of the
901190 ΧΧΧΧ series, or by sending an SMS message.
Musical Shows
Newsphone Hellas S.A. in co-operation with the media designs and suggests musical shows which the stationsproducers organize and project with a big success. These shows project music hits of the season and suggest to
the tv viewers the best and most known ringtones and Java games to their mobile phones.
Interactive Games
Newsphone Hellas S.A. in 1997 was the first to establish in Greece and launch the idea of interactive television
games, which the Company applied through its own patents and design. These games are divided into electromechanic and graphic animation games.
These games offer to the tv viewer the capability to control the flow of the televised game from his residence by
using as an exclusive mean the buttons of his/her telephone or respectively send written messages.
32
Voice Services
• Acquaintance Services
Newsphone Hellas S.A. has developed several entertainment acquaintance services that have the objective to
develop a contact, a communication and an acquaintance between the users of each service.
The Company provides differentiated acquaintance services depending upon the way of communication and
the subject that the users themselves select.
Therefore the Company has created and developed the following categories:
• One to one
Users that are simultaneously found in the same service category have the capability, by using their telephone
digits, to select the interlocutor with which they want to communicate live (real time) one to one between each
other.
• Mail Box
It is an electronic counter that exchanges voice mails. The user has the capability to listen to stored messages that
other users have left to the service. He/she then chooses the ones that interest him/her and answers them. He/she
has the capability to record his/her own messages and listen to other messages that other users have left in his/
her personal counter.
• Multiple conversation network
It is about a communication network that can host simultaneously many interlocutors who exchange recorded
messages that are received by their recipients with a difference delay of a few seconds.
• Astrological Services
Η Newsphone Hellas S.A. created and developed a series of services related to astrological forecasts (recorded
or live) in co-operation with its astrologists-collaborators.
SMS & MMS Services
• Ringtones & Logos
Today all cellular phone manufacturers offer the users of cellular phones the possibility to “personalise” their
phones by changing their ring tone to their favourite song or by displaying their favourite logo, allowing them to
stand out from other users.
Newsphone Hellas is the first and only Greek company to develop cellular content for all types of cellular
phones.
• Polyphonic – Screensavers
New generation MMS cellular telephones support polyphonic sounds and colour screensavers.
Newsphone Hellas was the first company to develop content for these type of cellular phones and currently has
33
one of the largest collections worldwide.
• Java Games
Cellular phones are evolving to meet all of their users’ needs, and what more could you ask for, than to have your
favourite game always with you on your cellular phone. Today Newsphone offers one of the largest Java game
collections which is updated daily.
• SMS Date Services
Newsphone Hellas S.A. has also developed dating services through SMS services. Users can, by sending 4digit
numbers, communicate and make acquaintances with other users by giving the possibility of a convenient and
alternative approach to the service.
3.3.2. PRODUCTION PROCEDURES
3.3.2.1. Company’s Technical Structure
A basic element in the provision of Audiotext services from Newsphone Hellas S.A. is a Call Center with increased
specifications, capacity and capabilities. Also, an internal ATM system of 155 Mbits speed has been installed
and used, which connects all of the Company’s systems thus constituting a uniform total with immense expansion
capabilities.
The Company’s integrated system is composed from many other systems of several technologies and
philosophies which are linked with each other and operate with absolute success. The Technology Convergence
that has been achieved from the Company’s Technical Dpt can be characterized as impressive. Information
operates complementary to the telecommunication technology – and vice versa – offering the capability to
provide complex and up to date services.
The whole technical platform of Newsphone Hellas S.A., is installed in a specially formed area of 100 sq.m.
This particular area is equipped with a special antistatic fake floor in order to provide protection and the area
for cables is air-conditioned from independent systems of continuous operation. The above area is found in the
interior of the building, protected from a security system and access control, in addition to a closed television
circuit.
The building’s cabling which satisfies the Data & Voice needs are Cat5 specification, checked and certified from
the installment company.
3.3.2.2. Network and power suplly
The electrical installment of the infrastructure is up to date. For this installment a special construction study was
undertaken with the objective to secure the uninterrupted operation of the major Company systems. The whole
infrastructure is supported by a H/Z power generator with an automated starter. Additionally the systems are
supported from a UPS with a total power of 45 KWA.
34
3.3.2.3. Production information system
The Company has invested in the most globally advanced technology of speech recognition of PHILIPS - Scansoft
and has already started the development of the first applications. The Company’s client can, through speaking of
course, as he does during his daily life, and without pressing buttons, receive quickly and efficiently any information
he might need. Simultaneously by investing in the Text to Speech technology of the company Loquendo the
Company has the capability to convert almost any written document to an electronic form, to be converted to
a voice file with an absolute natural voice tone. This capability is absolutely useful when voice informational or
briefing services are developed and the data drawn from the Internet or other electronic sources.
Also, with the objective to distribute the content through alternative access channels, the Company develops its
own SMS of a Pull & Push type, that offers a series of value added services to other companies (Β2Β) in addition to
end users directly (Β2C).
Also the Company’s Voice Portal is in an operational mode, which offers convenient and easy access to all services,
through a uniform calling number, 24 hours per day, from any location and device somebody will call from, fixed
or mobile, fax or SMS messages.
For the above reason the Company invested and was equipped with an up to date Telephone Center, which is
able to service simultaneously thousands of telephone lines. This Telephone Center will support the Company’s
telecommunication links with the other networks. The continuous investments in new technologies in addition to the
intense research and development maintain the Company in the first place of telephony services. The Company’s
clients relish a multilateral high quality customer service which includes Anti-routing Calls, DTM Recognition, Voice
Mail, Voice recognition, SMS, Text - to - Speech, Fax -on - Demand, Fax Broadcast etc.
The Company has the required infrastructure as far as its technology and specialized personnel is concerned
for the pioneering development of applications to the Internet. This specific department has materialized the
development of all the Internet sites of the Company and others. The most known is the Mobile Entertainment services
site, www.ringtones.gr and www.parea.gr which receive on a yearly basis more than 2.400.000 and 5.500.000
visits respectively. The Internet Development Dpt has undertaken the project to complete the Company’s services
regarding the Internet with a direction towards Unified Messaging.
3.3.2.4. Creative Dpt
Newsphone Hellas S.A. gives significant emphasis and attention to the quality of all kinds of advertising and
promotional material which refer to the projection of the services it provides. This material, which constitutes a
product of the creative dpt of the Company is characterized by its resourcefulness and it combines, each time,
the most suitable media, combined with its projection (through radio televised media) at the appropriate time.
The Company’s creative dpt is responsible for the design of services, the creation of concepts, the drafting and
sound recording of text and the production of audiovisual advertising material for the printed and electronic
media matter in addition to the internet.
For the above scope the creative dpt employs copywriters, sound technicians-sound engineers, TV spots
producers (tv-directors), under the supervision and guidance of an director.
35
3.3.2.5. Sound Production Studio
The Company operates on a 24hour base, in order to cover with flexibility the current and extraordinary needs.
Within the framework of the absolute operations control the Company has equipped with the most up to date
technology and staffed with specialized personnel a integrated internal recording studio that operates on a
24hour base. Within the studio the following actions are taking place:
1. The production of the Company’s voice services.
2. The production and sound process for the Company’s television spots.
3. The production and process of the Company’s radio spots.
3.3.2.6. Call Center: On Line Support of Live Services Dpt
For the even support of live services provided by Newsphone Hellas S.A., the Company has created internally
a unique space area of 150 sq.m., in which 50 employee stations have been installed to accommodate its
specialized live operators that service incoming calls.
Within this work station, which has an immediate contact with the operators, a highly efficient computer is
installed with a printer and a specialized software which monitors the flow of calls, the call center’s operation, the
operator’s production, the availability and programming of the personnel and of the serviced calls. Additionally
the supervisors have the capability to create a statistic for any information that they might need.
3.3.2.7. Administrative and Computerized Systems
The Company already develops an MIS system in order to provide a better diffusion of information between its
executives in addition to the better exploitation of its resources.
36
3.4. LICENSES - CONCESSIONS
The Company’s operation is subject to the provisions of L. 2867/2000 regarding telecommunications, in
addition to the secondary legislation, in effect. Based upon the legislation, the Company has been assigned the
related administrative licenses from the Hellenic Telecommunication & Post Commission (H.T.P.C.), which is the
supervision instrument of the telecommunications market in Greece.
More specifically, the Company holds a Special License for the provision of voice telephony services (H.T.P.C.
Decision 276/48/14.02.2003) and General Licenses for Audiotext services, of which the content is described
in the internet site of H.T.P.C. (www.eett.gr).
Within the same frame and with a view to expand the range of telecommunication services that the company is
entitled to provide by law the National Numbering Plan of Greece (N.N.P.) has granted the relevant licenses as
well as a numerical spectrum. More specifically the N.N.P. has granted our company:
•
5-digit Carrier Selection Code (H.T.P.C. decision No 295/61/10.10.2003)
•
5-digit short codes for directory assistance services. (H.T.P.C. decision No 295/60/10.10.2003)
•
4-digit network short codes (H.T.P.C. decision No 337/63/10.12.2004)
•
10-digit non-geographical numbers (H.T.P.C. decision No 295/54/10.10.2003)
For the commercial exploitation of its licenses, that were issued based upon the relevant Regulations of Special
Licenses (H.T.P.C. Decision 207/2/2.2.2001) and General Licenses (H.T.P.C. Decision 207/3/2.2.2001), the
Company has leased lines and networks, in addition to a link with the H.T.O. network, and alternative networks
such as the mobile telephone networks.
The link allows the Company’s services to be approachable from the subscribers of other networks, fixed and
mobile. The Company also has a numbering spectrum (carrier selection code, short codes etc), that was assigned
from the National Numbering Plan (H.T.P.C. Decision 206/2/29.1.2001 and 207/6.2.2.2001) for the provision
of telephony services and similar content value added services.
These are Audiotext services of an increased charge and specifically recorded information (information
provided though a telephone through computer systems) and live information (information provided live to the
subscriber).
The services provided refer to informative nature services (transportation routes, weather reports, athletic event
results etc) and entertainment nature services (games, contests etc.). Additionally, the Company’s licenses and
linkage contracts that it has signed with third companies, include terms and conditions regarding the access to its
network through the H.T.O. network and third networks to its services.
Also the Company’s regulatory obligations are also included (submission of a yearly operations report,
acceptance of decisions taken by the National Telecommunications Committee, action measures in order to
eliminate any risk related to the security of operations of the national telecommunications network, security
regarding the confidentiality of messages and data in addition to the equal treatment of users, deposit of yearly
reciprocal dues, abiding to the provisions of the Greek and Community legislation etc).
37
Also, the Company is obligated to provide services that do not include misleading or inaccurate data and
moreover these services have to abide to the law provisions and the Code of Conduct relating to the Practice of
Telecommunication Operations and that they do not violate the rights of third parties, including the Intellectual
Property Rights. The advertising promotion and the charge of services are regulated through the appropriate
Codes of conduct and are subject to the consumer disclosure and protection rules.
38
INFORMATION RELATIVE TO THE SHARE CAPITAL
4.1. SHARE CAPITAL EVOLUTION
The Company’s initial share capital amounted to 146.735,14 € fully paid-up and was divided into 5.000 ordinary
nominal shares of 29,35 € face value each and was covered by the Company’s founders (Official Legal Notice
Issue 1295/24.3.95). Specifically Mr. Georgios or Maliouris Theodosis of Anastasios and Aikaterini deposited
in cash 102.714,60 € and received 3.500 shares of 29,35 € face value each. Mrs Tereza Theodosi of Georgios
and Adamantinis deposited in cash 29.347,03 € and received 1.000 shares of 29,35 € face value each and Mr
Evstratios Apergis of Nikolaos-Filippos and Iridos deposited in cash 14.673,51 € and received 500 shares of
29,35 € face value each. On the 25.4.1995 the above action was recorded with an initial S.A. Reg. No. 33090/
01/Β/95/166 (afterwards it changed to 33090/01/ΝΤ/Β/95/82-see ch. 5, section 5.1. General Information)
through which the above deposits certified the Company’s initial share capital (Official legal Notice Issue 1841/
2.5.1995).
Through the Board of Directors decision dated 04.09.1995 which took place according to the provisions of article
5 par. 2 and 5 of the Company’s statute (share capital increase within the first five years from the establishment
through the B.D. decision taken with 2/3 majority of its members and which does not constitute the statutes’
amendment), the share capital was increased by 146.735,14 € with cash without a the statutes’ amendment,
and the issue of 5.000 ordinary nominal shares of 29,35 € face value each. Thus the Company’s share capital
came up to 293.470,29 € divided in 10.000 ordinary nominal shares of 29,35 € face value each (Official Legal
Notice Issue 3413/18.6.96).
The Extraordinary General Assembly dated 15.12.1999, decided the Company’s share capital increase by
32.281,73 € in cash and the issue of 1.100 new ordinary nominal shares of 29,35 € face value each and a share
list price of 1.467,35 € each. The above par value of the total amount of 1.581.804,84 € was transferred into
the reserve account “share issue above par value difference” not able to be used for the Company’s dividends
payable or percentages. The certification of the amount deposit of the share capital increase was done by the
Company’s B.D. during a particular session dated 30.12.1999. The respected statute amendment was approved
by the Prefecture of Athens decision no. 11394/31.12.1999 and was recorded at 31.12.1999 with the Societe
Anonyme Registry. The related notification was given for publication to the Government Gazette (no. tally I.R.S.
6655/99, 17460). The B.D. report with which the above amount of the share capital increase was certified
was recorded on the 31.12.1999 to the Societe Anonyme Registry and the relevant statement was given for
publication to the Governments Gazette (no. tally I.R.S. 6656/99, 17461). Based on the above the Company’s
fully paid-up share capital amounted to 325.752,02 € and is divided into 11.100 ordinary nominal shares of
29,35 € face value each.
The Extraordinary General Assembly dated 27.1.2000, decided the Company’s share capital increase by
1.288.334,56 €, through the capitalization of profits from the fiscal year-end of 1999, and the issue of 43.900 new
ordinary nominal shares of 29,35 € face value each. The same Extraordinary General Assembly, also decided
the reduction of the Company’s face value from 29,35 € to 0,29 € each and through a respective increase of
39
shares (split) from 55.000 shares of 0,29 € face value each (analyzed in 11.100 shares from the Company’s
paid-up share capital and 43.900 new shares based upon the above increase through the capitalization of
profits), to 5.500.000 ordinary nominal shares of 0,29 € face value each.
The Company’s Extraordinary General Assembly dated 3.6.2002, decided the share capital conversion from
Greek Drachma to Euros with a parallel increase through the capitalization of profits that resulted from the fiscal
year-end of 2001 of the amount of 35.913,43 €, that is from 1.614.086,57 € to 1.650.000 € in addition to the
conversion of the share’s face value from 0,29 € to 0,30 € each. Based on the above the Company’s fully paid-up
share capital amounted to 1.650.000 € and is divided into 5.500.000 shares of 0,30 € face value each (tally
I.R.S. no. 18484/02).
With the Extraordinary General Assembly of the Company’s shareholders dated 11.10.2002, the share capital
was increased by 438.600 €, and 1.462.000 shares were issued of 0,30 € face value each, in a price per share
above par value from which 69.600 shares in total were covered through a private placement and 1.392.400
shares in total were covered through a Public Offering, according to the P.D. 350/85 in effect for the listing of the
Company’s shares in the parallel Market of the S.E.
With the decision of the Company’s Extraordinary General Assembly of its shareholders dated 13/08/2003
the Share Capital was increased by € 6.265.800, and 20.886.000 shares were issued of 0,30 € face value. The
above amount was covered through the capitalization of the share issue above par value difference. Based on
the above the Company’s fully paid-up share capital amounted to 8.354.400 € and is divided into 27.848.000
shares of 0,30 € face value each.
The following table depicts the Company’s share capital evolution since its establishment:
SHARE CAPITAL EVOLUTION (in €)
General
Assembly
Date
Number of
Official Legal
Notice Issue &
Date
Number of
Shares
Establishment
1841/02.05.95
5,000
29.35
146,735
146,735
146,735
5,000
04.09. 95
1480/10.04.97
5,000
29.35
146,735
146,735
293,470
10,000
15.12. 99
691/1-2-2000
1,100
29.35
32,282
32,282
325,752
11,100
43,900
29.35
1,288,335
1,288,335
1,614,087
55,000
0
1,614,087
5,500,000
35,913.43
1,650,000
5,500,000
2,088,600
6,962,000
8,354,400
27,848,000
8,354,400
27,848,000
27.01. 00
27.01. 00
383-1-2002
03.06.02
5414/20-6-2002
11.10.02
329/17-1-2003
13.08.03
TOTAL
40
Share
Amount of
Face Share Capital
Value
Increase
Cash
0.29
0.30
35,913,43
1,462,000
0.30
438,600
8848/19-8-2003 20,886,000
0.30
6,265,800
Capitalizations
438,600
6,265,800
Share capital Total number
after increase of shares
4.2. TOTAL SHAREHOLDERS EQUITY – SHARE BOOK VALUE
The table below analyzes the Company’s total shareholders equity and Company share book value at
31.12.2005:
31.12.2005
Year-end Number of Shares
Face Value
Amounts in €
27,848,000
0.30
Share Capital
8,354,400.00
Share Premium
3,941,804.84
Statutory Legal Reserve
Retained Earnings
Total Shareholders Equity
Share Book Value
867,247.38
3,587,931.45
16,751,383.67
0.60
4.3. CONSOLIDATED TOTAL SHAREHOLDERS EQUITY – SHARE
BOOK VALUE
The table below analyzes the consolidated total shareholders equity and share book value at 31.12.2005:
31.12.2005
Year-end Number of Shares
Face Value
Amounts in €
27,848.000
0.30
Share Capital
8,354,400.00
Share Premium
3,941,804.84
Statutory Legal Reserve
870,462.86
Retained Earnings
1,143,434.46
Minority Rights
441,603.170
Total Shareholders Equity
Share Book Value
14,851,527.84
0.53
41
4.4. SHAREHOLDERS
The table below depicts the Company’s shareholder structure based on the share register at 30/5/2006:
Shareholders
Number of Shares
Percentage
Theodosis An. Georgios
6,623,950
23.79%
PULCLAIR COMPANY*
2,095,000
7.52%
COMMERZBANK AG
2,122,500
7.62%
Apergis N. Evstratios
1,303,137
4.68%
Seriatos I. Gerasimos
969,650
3.48%
Other Investors (free float)
14,733,763
52.91%%
TOTAL
27,848,000
100.00%
*The company PULCLAIR is controlled by Mr. G.Theodossis, whose total participation in NEWSPHONE’s share
capital amounts to 31.31%
It should be noted that the Company does not know of the existence any other shareholder, except from the ones
presented above, that possesses, directly or indirectly, a percentage of more or equal to 3% of its share capital.
On 30/05/2006 the rest (except from the above) BoD Members of the Company held a total of 1,630 shares,
equal to 0.006% of the share capital and the Company’s Managers held a total of 13,760 shares, equal to
0.049% of the share capital.
4.5. SHAREHOLDER RIGHTS
After the share capital increase based upon the decision of the Extraordinary General Assembly dated
13.08.2003 the Company’s share capital amounts to € 8.354.400,00 divided in 27.848.000 ordinary nominal
shares of € 0,30 face value each.
Every Company’s share incorporates all rights and obligations designated by the Law and the Company’s statute,
which does not include ordinances that are more restrictive form the ones anticipated by the Law. The possession
of the share’s title implies by the law itself the acceptance by its owner of the Company’s statute’s conditions in
addition to the lawful decisions taken by the General Assemblies of the shareholders.
The Company’s statute does not contain special rights in favor of some specific shareholders.
The Company’s shares are free of negotiation.
The shareholder’s obligation is limited to the face value of the shares they hold. Shareholders participate in
the Company’s administration and profits according to the Law and the Statute’s ordinances. The rights and
obligations that result from each share follow the share to any catholic or special successor of the shareholder.
Shareholders exercise their rights in relation to the Company’s Administration only through General Assemblies.
42
Shareholders have the preemption right in every future Share Capital Increase of the Company depending upon
their participation on the existing share capital as defined by article 13, paragraph 5 of the Codified Law 2190/
1920.
The shareholder’s creditors and their successors can in no way challenge the confiscation or the sealing of any
asset or the books of the Company, nor can they ask for its partition or liquidation, nor can they interfere in any
way in administration or its management.
Every shareholder, no matter where his residence is, will be accounted as a legitimate resident of the Company’s
registered office as far as his relations with the Company is concerned and will subject to the Greek Legislation.
Any dispute between the Company and the shareholders or any third party will be subject to the exclusive
authority of the ordinary courts and the Company will be only prosecuted before the courts of its registered
domicile.
Every shareholder has the right to take part to the General Assembly of the shareholders. In order for a shareholder
to participate to the Company’s General Assembly he/she must submit to the Company’s Cashier or the Deposit
and Loans Fund or in any Bank in Greece, at least five (5) days before the designated assembly of the General
Assembly, a certification of the Central Securities Depository for the engagement of the shares from the account
operator to the Intangible Title System. Shareholders that do not abide to the above will participate to the General
Assembly only through its permission.
The shareholders with the right to participate in the Company’s General Assembly may be represented through
a legally authorized person. The deposition receipts of the above certifications and the legalization documents
of the shareholders representatives should be submitted to the Company at least five days before the General
Assembly date.
Shareholders representing the 5% of the deposited Share Capital:
• Have the right to request, from the Company’s registered office District Court, the Company’s audit, according
to articles 40, 40e of L. 2190/1920 and
• Can request the convocation of the shareholder’s General Assembly. The Board of Directors is obligated to
arrange the convocation of the Assembly within thirty (30) days from the request’s petition to the Chairman of
the Board. Applicants are obliged to state within the petition the subject matters that the General Assembly will
be called upon to decide.
Every shareholder may request, ten (10) days prior to the Ordinary General Assembly, the yearly financial
statements, the respective reports of the Board of Directors and Auditors of the Company and the Annual Report.
The dividend of each share is paid to the beneficiaries through a credit institution chosen by the company (paying
bank). The dividend payment to the operators of the Dematerialised Securities System is made at the latest seven
working days from the date of determination of the beneficiaries.
Dividends that have not been requested for a period o five years from the time that they were claimed, are
prescribed in favor of the State.
43
Concerning the depositing of shares, in order for the shareholder to participate in the Company’s General
Assembly of the shareholders, the anticipated procedures will be applicable concerning the Regulation of
Operations and Settlements of the Intangible Title System of the Central Securities Depository, in effect.
4.6. COMPANY ADMINISTRATION - MANAGEMENT
4.6.1. BOARD OF DIRECTORS
The Company’s Board of Director’s structure, elected through the decision of the Extraordinary General Assembly
dated 23/4/2003, is presented below:
Name
Position in B.D.
Profession
Georgios Theodosis-Maliouris of Anastasios
Chairman-Executive Member
Businessman
Gerasimos Seriatos of Ioannis
Vice President-Executive Member
Businessman
Evstratios Apergis of Nikolaos-Filippos
Managing Director-Executive Member
Businessman
Athanasios Argiropoulos of Theodoros
Non-Executive Member
Lawyer
Spiridonas Piromallis of Vasilios
Independent Non-Executive Member
Public Servant
Dimitrios Tranakas of Michael
Private Employee
The Board of Directors record dated 24.04.03 was submitted to the Societe Anonyme Registry and was published
to the Governments Gazette on the 14.05.2003 with an Official Legal Issue Notice 3653. The Board of Directors
term ends on the 23/04/2008.
According to the minutes as of 19.05.2006 of the Board of Directors, the position of the Vice-President of the
Company, was covered by Ms. Tereza Theodosi, daughter of Georgios. Today, its composition is the following:
Name
Position in B.D.
Profession
Georgios Theodosis-Maliouris of Anastasios
Chairman-Executive Member
Businessman
Theodosi Tereza of Georgios
Vice President-Executive Member
Businessman
Evstratios Apergis of Nikolaos-Filippos
Managing Director-Executive Member
Businessman
Athanasios Argiropoulos of Theodoros
Non-Executive Member
Lawyer
Spiridonas Piromallis of Vasilios
Public Servant
Dimitrios Tranakas of Michael
Private Employee
The minutes as of 19.05.2006 of the Board of Directors was submitted to the Ministry of Development with Reg.
No Κ2-7650/24.05.06 and in the Government Gazette in order to be published.
44
The Company is represented form its Managing Director Mr. Evstratios Apergis of Nikolaos-Filippos.
During the year 2005 the members of the B.D. received fees according to their position, € 300,000.00.
Mr Athanasios Argiropoulos received the amount of € 92,368.04 as the Company’s Legal Advisor for the fiscal
year-end of 2005. Except from the above no other fee has been received from the B.D. members by the Company
in money or any other commodity.
Information regarding the members of the Board of Director are presented below:
Georgios Theodosis of Anastasios: Chairman, born in 1963. He is a graduate of the University of Philosophy
of Bari in Italy. Since 1989 he is involved with Advertising, Marketing and Communication. He has substantial
experience in matters regarding the Greek Market and he is one of the Company’s founders.
Tereza Theodosi of Georgios: Vice-Chairman, born in 1969. She studied Philosophy and History in the
Kapodistriako University of Athens. She has served as Manager of the Company and is one of its founders.
Evstratios Apergis of Nikolaos-Filippos: Managing Director, born in Soudan in 1969, Greek citizenship.
He studied Computer Information Systems and Computer Engineering at the University of Patras. He is also one
of the founders of the Company.
Athanasios Argiropoulos of Theodoros: Non Executive Member, born in Brussels in 1971, Greek
citizenship. He is a graduate of the Law School of Athens. Legal Advisor.
Spiridonas Piromallis of Vasilios: Independent Non Executive Member, born in the island of Zakynthos
in 1947, Greek citizenship. He is a graduate of the University of Piraeus. Director of the Central Services of the
Ministry of National education and Religious Affairs.
Dimitrios Tranakas of Michael: Independent Non Executive Member, born in Athens in 1969, Greek
citizenship. He is the Group Account Director of Ashley & Holmes.
4.6.2. ADMINISTRATION-MANAGEMENT
The Company’s upper Management is the following:
Apostolakis Stilianos of Georgios: General Manager, born in Iraklion of the island of Crete in 1955, Greek
citizenship. He studied Comparative Literature in Strasburg. Has worked for a long period of time as a reporter
specializing in electronic media. He has been employed to the Company since 2001.
Giatra Irene of Georgios: Financial Manager, born in 1955. She has studied Economics and Marketing,
with 16 years experience in the media sector. She undertook the position of Financial Manager since
December 1997.
Kiriakos Mahos of Panagiotis: New Business Development Manager, born in 1957. He holds a Doctorate
Degree (Dr. Eng) from the Institute of Technology in Tokyo (Japan), an ΜΒΑ degree from the Athens University of
Economics (prior A.S.O.E.E.) and a M.Sc degree for the Petroleum and Gas Institute of Rumania. He was an upper
45
management manager of Mitsubishi Corp. in addition to the Greek business consulting company KANTOR.
He has also cooperated with H.T.O. and the European Union for several business plans. Mr. Mahos is no longer
member of the company staff as of the beginning of 2006.
Evstathia Petridou of Theodoros: Sales Manager, born in 1967. She has studied Marketing and Public
Relations with a 12 year experience in the media sector. Since March 1998 she undertook the position as a Sales
Manager of the Company.
Aikaterini Mouzaki of Spiliotis: On Line Support Organization Manager, born in 1971. She has studied
management with a 5 year experience in the field and she undertook the position of Manager of On Line Support
Organization for the Company since 1998.
Bruno Lanchez of Jacques: Technical Manager, born in 1962 with a French citizenship. Studied in ENSEA
in France with a master’s degree from the National Telecommunications Institute in Paris, FRANCE TELECOM.
Has been employed for many years with THOMSON & SAGEM . He has been employed to the Company since
1995.
Dimitrios Gotzaridis: Marketing Manager, born in Athens in 1967. He is the Marketing Μanager of
Newsphone Hellas S.A. since may of 2000 and also the CRM Αnalyst in projects of the Company’s clients. He
holds a degree with a major in marketing from the Dpt of Organization and Business Administration of the Athens
University of Economics and also a final year student in the specialization of Information Systems. He holds
master’s degrees from the Athens University of Economics (MBA) and from Erasmus University of Rotterdam (drs)
with a double major in International Marketing and Human Resources Management with a scholarship from
SSF (Greek State Scholarships Foundation) . He has also received a scholarship form the Tinbergen Institute
in Rotterdam with which he completed master degree seminars in Statistic Analysis, Retailing and Marketing
Engineering in the Tinbergen Institute in Penn State and in Stanford. He also holds the Sistema Moda Diploma
form the University of Bocconni in Milan (Italy). He has been employed in managerial marketing positions for
Amstrad, JVC, Elite, Hatzioannou Group and has also participated as a researcher and analyst in researches
conducted by the European Union regarding the diffusion of new technologies, in projects with the Public Power
Cooperation, in Tesco subsidiaries etc. He is an official member of the Institute of Direct Marketing, regular
member of the Chartered Institute of Marketing, the American Marketing Association, and the Greek Marketing
Institute and the H.M.A.
Additionally, no one from the B.D. members or managers of the Company has ever been condemned for
dishonorable acts, or financial crimes or is involved in judicial pending cases regarding bankruptcy, criminal
acts, or has been prohibited from practicing:
• Business activities
• Financial transactions
• A profession as an investor advisor, or as a banking or insurance company manager, underwriter, securities
company manager etc,
All B.D. members and managers of the Company have a Greek citizenship. The B.D. members and Company’s
managers postal address is the Company’s registered office.
46
4.7. CORPORATE GOVERNANCE
It should be noted that the Company, according to the Hellenic Capital Market Commission Board of Directors
Decision 5/2-14/11/2000, has created an Investor Relations Dpt., a Corporate Announcements Dpt., in addition
to an Internal Audit Dpt. The Head of the Company’s Investor Relations Dpt and Corporate Announcements Dpt. Is
Mrs Zoi Aravosita and the Head of the Company’s Internal Audit Dpt is Mrs Sofia Psihia.
4.8. PARTICIPATIONS OF THE COMPANY’S B.D. MEMBERS AND
MAJOR SHAREHOLDERS TO THE ADMINISTRATION AND/
OR SHARE CAPITAL OF OTHER COMPANIES AT 31.12.2005
The following table depicts the participations of the members of the Board of Directors and the Company’s
major shareholders (with a percentage of 10% and above) in the Management or/and Share Capital (with a
percentage of 10% and above) of other companies at 31.12.2005.
B.D. Members and /or
Major Shareholders
Participating Company
Position to the B.D.
Participation %
Georgios Theodosis
ATHINAIKI KTIMATEMPORIKI S.A.
TRAVEL PLUS LTD
FERGON S.A.
CALL CENTER HELLAS S.A.
NOETRON S.A
Chairman & M. Direc.
Chairman
Chairman
80.0%
50.0%
70.0%
0.0%
0.0%
Gerasimos Seriatos
ΤΕΚΝΟ S.A.
MWG POLITICS S.A.
ASHLEY & HOLMES S.A.
MWG ALCO POLLS –MARKET RESEARCH S.A.
Chairman & M. Direc.
Chairman
Chairman
Chairman
99. 7%
100.0%
98.0%
51.0%
Evstratios Apergis
FERGON S.A.
TRAVEL PLUS LTD
NOETRON S.A.
Ν. APERGIS UNLIMITED CO
Ε. APERGIS-M.E. DIMITROKALLI UNLIM CO
FILOSOFIA ZOIS S.A.
Managing Director
Managing Director
Managing Director
Administrator
-
15.0%
15.0%
0.0%
0.0%
25.0%
98.0%
35.0%
Athanasios Argiropoulos
NOETRON S.A.
Member
Member
Member
0.0%
0.0%
0.0%
Dimitrios Tranakas
FILOSOFIA ZOIS S.A.
Member
5.0%
47
Due to replacement of the Vice-Chairman by Ms. Tereza Theodosi, a table containing its participations is
presented as follows:
Tereza Theodosi
TRAVEL PLUS LTD
FERGON S.A.
Vice-Chairman of the BoD
Adminstrator
Member of the BoD
20.0%
15.0%
15.0%
The members of the Board of Directors and the Company’s major shareholders (with a percentage of at least
10%) state that they do not participate in the Management or/and the Share Capital of other companies with a
percentage of at least 10% nor do they exert any managerial influence nor do they have any other relation with
other companies at 31.12.2005 except from the ones mentioned above.
Additionally no business relation, contract agreement or transaction exists between the Company and the
companies, of which the members of the Board of Directors participate in the Management or/and the Share
Capital (with a percentage of at least 10%) and/or major shareholders (with a percentage of at least 10%) of the
Company, except from the ones mentioned in the chapter “Associated Companies”.
48
ANNUAL FINANCIAL STATEMENTS
5.1. AUDIT REPORT
AUDIT REPORT WITH
MATTERS OF EMPHASIS
To the Shareholders of the Company “NEWSPHONE HELLAS S.A. COMMERCIAL COMPANY –
AUDIOTEXT SERVICES – COMPLETE IT AND COMMUNICATIONS SERVICES - NEWSPHONE HELLAS
S.A. AUDIOTEX»
We have audited the accompanying financial statements of the company “NEWSPHONE HELLAS S.A.
COMMERCIAL COMPANY – AUDIOTEXT SERVICES – COMPLETE IT AND COMMUNICATIONS SERVICES NEWSPHONE HELLAS S.A. AUDIOTEX” as of and for year ended 31-12-2005. These financial statements are
the responsibility of the company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International
Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The
audit also includes assessing the accounting principles used and significant estimates made by management,
evaluating the overall financial statement presentation as well as assessing the consistency of the Board of
Directors’ report with the aforementioned financial statements. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the aforementioned financial statements give a true and fair view of the financial position of
the Company as of 31 December 2005, and of the results of its operations its cash flows and the changes in
shareholders’ equity for the year then ended in accordance with the International Financial Reporting Standards
and the Board of Directors’ Report is consistent with the aforementioned financial statements.
Without stating reservation regarding the conclusions of the audit:
1. We call you attention to note 4.3 included in the Annex to the financial statements, in which allusion is made to
the fact that the income tax returns for the years 2003 and 2004 have not been audited by the tax authorities.
As a result, there is the possibility additional taxes and accessions to be imposed in the year that they will be
examined and finalized. The result of the tax audit it is not possible to be predicted at this time, and for this
reason, no provision on the financial statements for this issue has made.
49
2. Regarding the company’s outstanding legal cases, please refer to note 4.7 of the annex to the financial
statements.
3. Regarding the method used for the calculation of the employee remuneration please refer to note 4.2 and
47 of the annex.
4. Regarding rectifications of accounts of the year 2004 in relation to the published interim financial
statements, please refer to note 49 of the annex of the financial statements as of 31-12-2005.
THE CERTIFIED AUDITOR ACCOUNTANT
LOUKISSA REGGINA
SOEL Reg.No 13791
ATHENS 05/04/2006
50
AUDIT REPORT WITH
MATTERS OF EMPHASIS
To the Shareholders of the Company «NEWSPHONE HELLAS – ANONYME COMMERCIAL
COMPANY – TELESOUNDINFORMATION SERVICES – COMPLETED IT AND COMMUNICATION
SERVICES - NEWSPHONE HELLAS S.A. AUDIOTEX» and its subsidiaries.
We have audited the accompanying financial statements of the Group of companies of «NEWSPHONE HELLAS
– ANONYME COMMERCIAL COMPANY – TELESOUNDINFORMATION SERVICES – COMPLETED IT AND
COMMUNICATION SERVICES – NEWSPHONE HELLAS S.A. AUDIOTEX» as of and for year ended 31-12-2005.
These financial statements are the responsibility of the company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Greek Auditing Standards, which are based on the International
Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The
audit also includes assessing the accounting principles used and significant estimates made by management,
evaluating the overall financial statement presentation as well as assessing the consistency of the Board of
Directors’ report with the aforementioned financial statements. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the aforementioned financial statements give a true and fair view of the financial position of the
Group as of 31 December 2005, and of the results of its operations its cash flows and the changes in shareholders’
equity for the year then ended in accordance with the International Financial Reporting Standards and the Board
of Directors’ Report is consistent with the aforementioned financial statements.
Without stating reservation regarding the conclusions of the audit:
1. We call you attention to note 4.3 included in the Annex to the financial statements, in which allusion is made to
the fact that the income tax returns for the years 2002 till 2004 have not been audited by the tax authorities.
As a result, there is the possibility additional taxes and accessions to be imposed in the year that they will be
examined and finalized. The result of the tax audit it is not possible to be predicted at this time, and for this
reason, no provision on the financial statements for this issue has made.
2. Regarding the group’s outstanding legal cases, please refer to note 4.5 of the annex to the financial
statements.
3. Regarding the method used for the calculation of the employee remuneration please refer to note 4.2 and 44
of the annex.
51
4. Regarding rectifications of accounts of the year 2004 in relation to the published τις interim consolidated
financial statements, please refer to note 46 of the annex of the consolidated financial statements as of 3112-2005.
THE CERTIFIED AUDITOR ACCOUNTANT
LOUKISSA REGGINA
SOEL Reg. No 13791
ATHENS 05/04/2006
52
5.2. BALANCE SHEET
COMPANY
(AMOUNTS IN €)
Notes
31.12.2005
31.12.2004
ASSETS
Non-current assets
Tangible assets
1
3,819,648.49
2,861,936.60
Intangible assets
4
521,888.37
617,286.79
Investments in affiliated companies
5
3,347,946.31
935,946.31
Deferred income tax
6
88,215.92
158,653.30
Clients and other receivables
9
72,436.87
100,466.80
7,850,135.96
4,674,289.80
Current assets
Clients and other receivables
12
27,487,922.39
19,010,385.50
Available for sale financial assets
13
499,287.72
885,867.81
Cash and cash equivalent
15
1,873,005.69
1,180,663.32
29,860,215.80
21,076,916.63
37,710,351.76
25,751,206.43
Total assets
EQUITY
Capital and reserves attributable to shareholders of the parent
Share Capital
17
8,354,400.00
8,354,400.00
Share premium
18
3,941,804.84
3,941,804.84
Other reserves
22
867,247.38
676,019.58
Retained earnings
23
3,587,931.45
2,626,053.60
16,751,383.67
15,598,278.02
16,751,383.67
15,598,278.02
Total Equity
LIABILITIES
Long term liabilities
Employee benefit provisions
28
230,822.00
208,000.00
Financial leasing long term liabilities
30
343,461.54
37,827.59
574,283.54
245,827.59
Short term liabilities
Suppliers and other liabilities
31
10,245,367.70
7,280,104.43
Current income tax
32
1,353,412.85
2,062,335.68
Short term loans
33
8,403,667.37
500,400.10
Provisions and other liabilities
34
382,236.63
64,260.61
20,384,684.55
9,907,100.82
Total liabilities
20,958,968.09
10,152,928.41
Total Equity and \Liabilities
37,710,351.76
25,751,206.43
53
GROUP
(AMOUNTS IN €)
ASSETS
Non-current assets
Tangible assets
Intangible assets
Deferred income tax
Trade and other receivables
Note
31.12.2005
31.12.2004
1
4
6
9
4,552,610.77
965,174.02
82,300.03
92,010.12
5,692,094.94
3,733,467.38
1,060,061.06
212,520.37
121,604.28
5,127,653.09
Current assets
Inventories
Cash and cash equivalents
10
12
13
15
Total assets
EQUITY
Capital and reserves attributable to shareholders of the parent
Share capital
Share premium
Other reserves
Retained earnings
119,534.00
29,603,224.82
499,287.72
2,532,101.10
32,754,147.64
38,446,242.58
172,283.36
19,513,367.73
885,867.81
1,975,941.24
22,547,460.14
27,675,113.23
17
18
22
23
8,354,400.00
3,941,804.84
870,462.86
1,143,434.46
14,310,102.16
441,603.17
14,751,705.33
8,354,400.00
3,941,804.84
679,235.06
2,450,631.85
15,426,071.75
671,033.88
16,097,105.63
28
30
413,750.14
546,925.69
960,675.83
460,480.00
364,461.40
824,941.40
31
32
33
34
11,346,286.20
1,353,412.85
9,347,807.62
686,354.75
22,733,861.42
23,694,537.25
38,446,242.58
7,165,827.87
2,139,441.70
1,139,359.49
308,437.14
10,753,066.20
11,578,007.60
27,675,113.23
Minorities
Total Equity
LIABILITIES
Employee benefits provisions
Assets grants & Financial leasing contractual liabilities
Suppliers and other receivables
Current income tax
Short term loans
Provisions & other liabilities .- Financial leasing contractual liabilities
Total liabilities
54
25
5.3. INCOME STATEMENT
COMPANY
(AMOUNTS IN €)
Sales
Cost of sales
Gross profit
Other income
Selling expenses
Administrative expenses
Other expenses
Finance cost (net)
Profit before tax
Income tax
Net profit from continued operations
Note
35
36
37
38
39
40
41
43
Earnings per share from
continued activities attributable to
shareholders of the parent
01.01 31.12.2005
32,758,375.00
-18,902,187.92
13,856,187.08
62,666.57
-4,589,555.43
-2,776,947.09
-146,543.94
-508,409.51
5,897,397.68
-1,959,492.03
3,937,905.65
01.1031.12.2005
10,170,130.66
-5,236,303.47
4,933,827.19
58,375.23
-2,615,542.78
-643,614.19
-72,174.34
-186,379.33
1,474,491.78
-537,613.91
936,877.87
0.14
01.01 31.12.2004
22,434,145.87
-14,636,327.24
7,797,818.63
104,755.05
-2,279,895.54
-2,287,380.12
-140,197.38
-148,838.80
3,046,261.84
-1,651,340.91
1,394,920.93
01.1031.12.2004
5,417,017.71
-4,236,546.42
1,180,471.29
11,891.29
-632,347.40
-996,938.93
-61,412.82
-27,999.60
-526,336.17
-42,819.20
-569,155.37
0.05
GROUP
(AMOUNTS IN €)
Sales
Cost of sales
Gross profit
Other income
Selling expenses
Other expenses
Finance cost (net)
Profit before tax
Income tax
Shareholders of the parent
Minorities
Earnings per share from
continued activities attributable to
Note
35
36
37
38
39
40
41
43
01.01 31.12.2005
01.1031.12.2005
01.01 31.12.2004
34,165,158.59
-19,219,340.65
14,945,817.94
62,742.86
-4,855,169.36
-3,504,942.86
-146,543.94
-627,460.59
5,874,444.05
-2,023,044.35
3,851,399.70
3,851,399.70
3,850,545.82
853.88
10,558,110.12
-5,708,316.29
4,849,793.83
58,625.44
-2,697,151.51
-527,822.79
-72,174.34
-226,818.00
1,384,452.63
-558,786.12
825,666.51
825,666.51
826,678.84
-1,012.33
28,032,824.30
-18,496,114.58
9,536,709.72
104,755.05
-2,607,024.43
-3,682,413.68
-140,197.38
-215,276.33
2,996,552.95
-1,714,472.50
1,282,080.45
1,282,080.45
1,312,051.44
-29,792.87
0.14
0.03
0.05
01.1031.12.2004
6,169,961.97
-4,584,500.31
1,585,461.66
30,417.38
-810,084.02
-1,384,110.60
-61,412.52
-54,176.31
-693,904.41
-61,760.93
-755,665.34
-755,665.34
-693,020.75
-62,644.59
55
5.4. STATEMENT OF CHANGES IN EQUITY
COMPANY
ATTRIBUTABLE TO COMPANY SHAREHOLDERS
(AMOUNTS IN €)
Share capital
Balances 01.01.2004
Results 2004
Total profit 2004
Dividends paid
Balances 31.12.2004
Balances 01.01.2005
Result of the period
Total profit 2005
Dividends paid
Balances 31.12.2005
Share premium
Other reserves
Retained earnings
Total
8,354,400.00
3,941,804.84
519,194.87
156,824.71
4,089,213.38
1,238,096.22
16,904,613.09
1,394,920.93
8,354,400.00
8,354,400.00
3,941,804.84
3,941,804.84
676,019.58
676,019.58
191,227.80
-2,701,256.00
2,626,053.60
2,626,053.60
3,746,677.85
-2,701,256.00
15,598,278.02
15,598,278.02
3,937,905.65
8,354,400.00
3,941,804.84
867,247.38
-2,784,800.00
3,587,931.45
-2,784,800.00
16,751,383.67
GROUP
(AMOUNTS IN €)
ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Share capital
Balances 01.01.2004
Share
premium
8,354,400.00 3,941,804.84
Results 2004
MINORITY
Other
reserves
Retained
earnings
519,194.87
4,700,703.35 17,516,103.06
160,040.19
1,122,218.38
1,282,258.57
-2,701,256.00
-2,701,256.00
Dividends paid
Total
Minorities
749,855.38
Total Equity
16,766,247.68
Balances 31.12.04
8,354,400.00 3,941,804.84
679,235.06
3,121,665.73 16,097,105.63
671,033.88 15,426,071.75
Balances 01.01.05
8,354,400.00 3,941,804.84
679,235.06
3,121,665.73 16,097,105.63
671,033.88 15,426,071.75
Profit 2005
Intercompany elimination of
acquisition of shareholding
to a subsidiary
Dividends paid
Balances 31.12.05
56
191,227.80
8,354,400.00 3,941,804.84
870,462.86
3,660,171.90
3,851,399.70
-2,412,000.00
-2,412,000.00
-2,784,800.00
-2,784,800.00
1,585,037.63 14,751,705.33
441,603.17 14,310,102.16
5.5. CASH FLOW STATEMENT
COMPANY
(AMOUNTS IN €)
A/A
Analysis
31/12/2005
31/12/2004
Cash inflows
Sales
32,758,375.00
22,434,145.87
6,650.01
104,755.05
Sale of available for sale financial assets
2,123,411.36
93,390,234.16
Decrease of trade and other receivables
70,347,084.47
34,668,202.33
(1,657,270.05)
(89,008,699.80)
Increase of trade and other receivables
(82,796,118.60)
(39,155,235.25)
Total cash inflows
20,782,132.19
22,433,402.36
18,276,170.30
14,178,160.01
2,460,451.48
1,121,374.90
146,543.94
124,735.68
4,589,555,43
2,279,895.54
0.00
0.00
508,409.51
148,838.80
0.00
0.00
83,600,054.14
32,415,274.42
(0.00)
(0.00)
(89,069,164.32)
(32,437,138.86)
(20,512,020.48)
(17,831,140.49)
Other operating income
Deducting:
Purchase of available for sale financial assets
Cash outflows
Cost of goods sold (less depreciation and provisions)
R&D Expenses
Selling expenses
Remission expenses
Interests paid
Increase in inventories
Decrease in short term liabilities (except for banks)
Deducting:
Decrease in inventories
Increase of short term liabilities (except for banks)
Total cash outflows
Tax cash outflows
Income tax
Tax not included in operating cost
0.00
100,400.46
-437,768.55
0.00
249,226.15
19,013,389.10
5,825,941.48
Increase in liabilities from taxes – duties
(18,068,832.01)
(4,927,711.64)
Total tax cash outflows
(1,044,957.55)
(709,687.44)
(774,845.84)
3,892,574.43
Tax audit differences
Decrease in liabilities from taxes – duties
Deducting:
Cash flows from operating activities (Α)
57
Cash inflows
6,758.15
27,207.91
Decrease in long term receivables
171,476.91
1,142.78
Total cash inflows
178,235.06
28,350.69
Purchase of tangible and intangible assets
1,712,307.48
544,918.58
Acquisition of participations and titles of assets
2,412,000.00
0.00
19,478.38
288,898.75
Total cash outflows
(4,143,785.86)
(833,817.33)
Cash flows from investing activities (Β)
(3,965,550.80)
(805,466.64)
808,835.56
792,987.93
36,444,696.60
6,679,528.05
37,253,532.16
7,472,515.98
553,333.35
0.00
28,541,429.33
7,643,683.40
2,726,030.47
2,679,395.53
(31,820,793.15)
(10,323,078.93)
5,432,739.01
(2,850,562.95)
692,342.37
236,544.84
PLUS: CASH AT THE BEGINNING OF THE YEAR:--------------------------->
1,180,663.32
944,118.48
CASH AT THE END OF THE YEAR
1,873,005.69
1,180,663.32
Sale of tangible and intangible assets
Cash outflows
Increase in long term receivables
Cash flows from financing activities
Cash inflows
Increase in long term liabilities
Increase in short term liabilities (bank accounts)
Total cash inflows
Cash outflows
Decrease in long term liabilities
Decrease in short term liabilities (bank accounts)
Dividends paid
Total cash outflows
Cash flows from financing activities (C100-C200)=C
COMPANY CASH FLOWS (sum Α+Β+C)
58
GROUP
(AMOUNTS IN €)
A/A
Analysis
31/12/2005
31/12/2004
34,165,158.59
28,032,824.30
6,726.30
104,933.17
Sale of available for sale financial assets
2,123,411.36
93,463,454.34
Decrease in trade and other receivables
81,326,868.09
51,996,769.85
(1,657,270.05)
(89,008,699.80)
Increase in trade and other receivables
(97,298,770.85)
(53,918,942.56)
Total cash inflows
18,666,123.44
30,670,339.30
18,340,639.96
17,696,172.84
3,191,511.86
2,443,497.89
146,543.94
124,735.68
4,845,406.90
2,595,680.84
0.00
0.00
627,460.59
215,276.33
22,953.00
1,636,088.14
99,635,153.63
44,574,075.82
(0.00)
(0.00)
Increase in short term liabilities (except for banks)
(108,393,150.25)
(43,512,932.45)
Total cash outflows
(18,416,519.63)
(25,772,595.09)
Cash inflows
Sales
Other operating income
Deducting:
Purchase of available for sale financial assets
Cash outflows
Cost of goods sold (less depreciation and provisions)
R&D expenses
Selling expenses
Remission expenses
Interests paid
Increase in inventories
Decrease in short term liabilities (except for Banks)
Deducting:
Decrease in inventories
Cash tax outflows
Income tax
Taxes not included in operating cost
0.00
163,952.78
-434,434.59
0.00
249,226.15
20,727,552.55
7,030,418.11
(19,928,476.37)
(6,351,172.48)
Total cash tax outflows
(963,028.96)
(494,037.19)
Cash flows from operating activities (Α)
(713,425.15)
4,403,707.02
Tax audit differences
Decrease in liabilities from taxes – duties
Deducting:
Increase in liabilities from taxes – duties
59
Cash inflows
7,229.15
56,812.73
Decrease in long term receivables
211,527.19
2,337.06
Total cash inflows
218,756.34
59,149.79
Purchase of tangible and intangible assets
1,819,952.76
1,527,872.09
Acquisition of assets participation and titles
2,412,000.00
0.00
26,975.48
399,645.26
Total cash outflows
(4,258,928.24)
(1,927,517.35)
Cash flows from investing activities (Β)
(4,040,171.90)
(1,868,367.56)
1,069,984.43
1,414,205.41
37,422,732.27
7,800,573.67
38,492,716.70
9,214,779.08
1,242,645.18
0.00
29,214,284.14
8,203,348.21
2,726,030.47
2,679,395.53
(33,182,959.79)
(10,882,743.74)
5,309,756.91
(1,667,964.66)
556,159.86
867,374.80
PLUS: CASH AT THE BEGINNING OF THE YEAR:--------------------------->
1,975,941.24
1,108,566.44
CASH AT THE END OF THE YEAR
2,532,101.10
1,975,941.24
Sale of tangible and intangible assets
Cash outflows
Increase in long term receivables
Cash flows from financing activities
Cash inflows
Increase in long term liabilities
Increase in short term liabilities (bank accounts)
Total cash inflows
Cash outflows
Decrease in long term liabilities
Decrease in short term liabilities (bank accounts)
Dividends paid
Total cash outflows
Cash flows from financing activities (C100-C200)=C
COMPANY CASH FLOWS (sum Α+Β+C)
60
5.6. NOTES TO THE FINANCIAL STATEMENTS
5.6.1. GENERAL INFORMATION
The company “NEWSPHONE HELLAS S.A.” is active in the provision of services through the audiotext system
(090, 11880) as well as through large specialised information systems ( eg. CSS, etc.). The said services are
provided within the country and are addressed both to the private and public sector.
The company’s facilities are on 280, Thiseos Avenue, 176 75, in the Municipality of Kallithea and its website is
www.newsphone.gr.
The company “NEWSPHONE HELLAS S.A.” is a societe anonyme and is listed on the Athens Stock Exchange
since 2003. Its financial statements as of 31.12.2005 were approved by the Board of Directors on 05-04-2006.
5.6.2. THE MAIN ACCOUNTING PRINCIPLES USED BY THE COMPANY
5.6.2.1. Basis of preparation of the financial statements
The company’s financial statements have been prepared according to the International Financial Reporting
Standards (hereinafter IFRS) for the first time. The relevant disclosures required by IFRS 1 are presented in note 48.
The financial statements have been prepared on the historical cost basis except for one small portfolio of shares
listed on the ATHEX which was valued at fair value.
The main accounting principles are described here below.
The dressing up of the financial statements according to IFRS requires the use of accounting estimates and
judgements on the implementation of the accounting principles used. These cases are described in notes of
paragraph 4.
5.6.2.2. Segment reporting
Business segment is defined as a group of assets and liabilities that are engaged in providing individual products
or services that are subject to risks and returns that are different from those of other business segments.
Geographical segment is a geographical area, in which products or services are provided that are subject to
risks and returns that are different from those of other geographical areas. The Company is active in the provision
of services within the Greek territory.
5.6.2.3. Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the date of the transactions.
Gains and losses resulting from the translation of monetary assets and liabilities denominated in foreign
currencies within the period and at the balance sheet date are recognised in the income statement.
61
5.6.2.4. Tangible assets
All property, plant and equipment, except for investment property (which is not depreciated is shown initially at
cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include gains or losses from hedging of exchange risk at the purchase of
these assets which had been recorded at an equity reserve.
Posterior expenses are charged as an increase of the fair value of the tangible assets or as an independent asset
only to the extend that these charges offset an increase in future financial benefits expected to occur from the
use of the asset and their cost can be measured reliably. All repairs and maintenance are charged to the income
statement during the financial period in which they incurred.
At the sale of tangible assets, the differences between the consideration received and the book value are
recorded as gains or losses to the income statement. The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount. Depreciation of other tangible assets is calculated with the
straight line method through their useful lives as follows:
Mechanical Equipment
Vehicles
Other equipment
12-15
4-6
5-7
YEARS
YEARS
YEARS
5.6.2.5. Borrowing costs
Borrowing costs related to raising working capital are recorded to the income statement in the year in which they
incurred.
5.6.2.6. Intangible assets
Brands and licenses
Brands and licenses are valued at cost less depreciation. Depreciation is valued with the straight line method
during the useful life of these assets which is about 10-15 years.
Computer software and licenses
Software licenses are valued at acquisition cost less depreciation. Computer software are amortised using the
straight-line method over their estimated useful lives (3 -5 years).
Expenses required for the development and maintenance of software are recorded as expenses when they occur.
Expenses made for the development of specific software controlled by the group are recorded as intangible
assets when the following conditions are fulfilled: a) a specific asset is created, b) there is evidence that the asset
created will bring financial benefits and c) the development cost can be reliably measured. Such expenses include
employee remuneration and general expenses analogy.
62
5.6.2.7. Impairment of assets except for goodwill
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment .
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever there are
indications that the carrying amount may not be recoverable.
If the recoverable amount is lower than unamortised value then the unamortized value is reduced to the amount
of the recoverable.
Impairment losses are recorded as expenses in the period in which they occur if the asset has not been
readjusted.
5.6.2.8. Construction contracts
When the result of a construction contract can be reliably valuated, income and expenses are recorded in relation
to the percentage of completion of the project at the balance sheet date. More specifically at the balance sheet
date the realised and estimated costs are compared and the percentage of completion of the construction
contract is determined.
In the case where the result of one construction contract may not by reliably valuated, contractual income is
recognized only to the extent that the contractual cost may be recovered.
When contractual costs may exceed contractual income, the loss expected is directly recorded at expenses.
5.6.2.9. Investments
The company’s investments are classified in the following categories:
This category mainly includes listed shares and repos. Investments are initially recorded at cost which is increased
by expenses directly attributed to the transaction, except the assets valued at fair value with changes recorded to
the income statement.
5.6.2.10. Trade receivables
Trade receivables are recorded at their carrying amount when they are not characterised as long term. The
impairment losses, i.e. when there is objective evidence that the Company is unable to collect all the amounts
owed based on the contractual terms, are recognized in the income statement. The relevant loss is immediately
transferred to the period’s profit and loss.
5.6.2.11. Cash and cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term (up to 3 months) highly liquid
and low risk investments.
5.6.2.12. Share capital
Common shares are recorded to equity. Necessarily reimbursable privileged shares are classified as liabilities.
Expenses incurred for the issuance of shares reduce, after deducting the relevant income tax, the proceeds from
the issue. Expenses related to the issuance of shares for the purchase of companies are included in the acquisition
cost of the company acquired.
63
The cost of acquisition of own shares reduced by the income tax (when it is the case) is deducted from group
equity until the shares are sold or cancelled. Any gains or losses from the sale of own shares net of any directly
attributable incremental transaction costs and the income tax, if that is the case, is included in equity reserve.
5.6.2.13. Borrowings
Borrowings for working capital are recorded at book value and at the end of the year the debit interests till the
end of the year are calculated.
5.6.2.14. Deferred income tax
Deferred income tax is determined according to the liability method which results from the temporary differences
between the book value and the tax base of assets or liabilities.
Deferred income tax is determined with tax rates prevailing at the balance sheet date.
Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the temporary
difference that creates the deferred tax asset.
Deferred income tax is recognized for the temporary differences that result from investments in subsidiaries and
associates, except for the case where the reversal of the temporary differences is controlled by the Group and it
is possible that the temporary differences will not be reversed in the foreseeable future.
5.6.2.15. Employee benefits
Short term benefits
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as an
expense when they accrue.
Post-employment benefits
Post employment benefits for company employees are calculated according to Law 2112 and the relative
amount is reviewed at the end of the financial year. If this amount is higher or lower of the amount of the previous
year, then the difference is recorded to the income statement of this year.
5.6.2.16. Provisions
Provisions for doubtful receivables are recorded when:
- There is a legal obligation as a result of past events,
- It is likely that an outflow will be required for the settlement of the commitment and,
- The required amount can be reliably measured.
5.6.2.17. Income recognition
Income is recognized at fair value of sales of goods and services before VAT and other taxes and after rebates
and returns.
64
Income recognition is performed as follows:
Provision of services
Income from provision of services are valued according to the stage of completion of the service in relation to its
estimated total cost.
5.6.2.18. Leases
The leases through which the lessors undertake in effect all risks and rewards of ownership are classified as
operating leases.
The other leases are classified as financial leases.
Lessor
Operating leases revenues are recognized as income using the straight-line method during the period of the
lease.
Lessee
Lease payments through operating leases are recorded in expenses using the straight-line method during the
period of the lease.
Assets held under financial leases are recorded as assets of the group valued at the inception of the lease at
the lower of the asset and the present value of the minimum lease payments. The relevant liability to the lessor is
booked as a financial leasing liability. Lease payments are allocated as finance cost and liability settlement in a
way to produce a steady interest rate to each balance of the liability. Financial income is recorded in expenses.
5.6.2.19. Dividend distribution
Dividend distribution to company shareholders is recorded as a liability to the financial statements when the
distribution is approved by the Ordinary Shareholders Meeting.
5.6.2.20. Grants
Government grants related to fixed assets are recorded to the Capital & Liabilities as retained earnings and are
transferred to the income account according to the useful life of the relevant assets.
5.6.3. FINANCIAL RISK MANAGEMENT
The company is exposed through its transaction activity to market risks, credit risks, liquidity risks and cash
flow risks. The company manages the above risks through procedures of the competent department. More
specifically:
• Market risk: In this case, the company is not exposed to foreign currency risks because it does not transact
with foreign companies for the time being. Moreover, it is not involved in any transactions of securities and
therefore it is not exposed to price risks. As regards the interest rate risk, the company management deems that
it can control it.
65
• Credit riks: Given that the company’s major clients are the Greek State, public legal entities and the companies
of fixed and mobile telephony, the collection of its receivables is not doubted.
• Liquidity – cash flow risk: Due to the fact that the Greek public sector and the public legal entities (Social
Security organizations) do not settle their obligations on time, mainly due to bureaucratic procedures and to
the fact that in many cases matters regarding the readjustment of the budget for projects already delivered, the
company faces great problems of liquidity given that a substantial cost in the provision of services is the employee
remuneration. Moreover, for the audiotext services the group is obliged to make substantial down payments to
TV channels, which are its suppliers. Furthermore, in order to promote its new services (11880) the Group must
proceed to advertisements which are very costly and for which down payments are often necessitated.
5.6.4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS OF THE MANAGEMENT
The management’s estimates and judgments are constantly reviewed and are based on historic data and
expectations for future events deemed fair according to existing data.
Critical accounting estimates and judgments
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
following 12 months are as follows:
5.6.4.1. Useful life of fixed equipment
The company determines the estimated useful lives and the relevant depreciation of its fixed equipment (tangible
and intangible).
The estimate is based on expected income from the use of this equipment.
Please note that this equipment is mainly electronic and consists of machinery incorporated to specialized
software, as well as licenses of specialized software and video games. Technology in this field is evolving rapidly,
providing more and more possibilities to the provision of telephony services. This may obligate the management
of replace and modernise its equipment in order to improve the services provided. In that case, the management
will increase the depreciation of its equipment when the useful lives are lower than previous estimates or it will
decrease the value of assets considered technologically obsolete or that of assets which are no longer of
strategic importance and are abandoned or are going to be sold. Such a change shall produce some damage
which cannot be estimated by the company at this point.
5.6.4.2. Employee post-employment benefits
In order to calculate the employee post-employment benefits the company used the provisions of Law 2112 and
not an actuarial study.
The company intends to make an actuarial study which is expected to increase the said liability. At this point, the
management cannot precisely determine the charge, but in any case, it will not have any significant impact on
the financial standing of the company.
66
5.6.4.3. Future tax charges
The company has been tax audited through FY 2002 and therefore its tax obligations cannot be considered
as final. Additional taxes may be imposed when tax obligations will be finalized, although the company tries to
abide to tax legislation.
The company cannot reliably and fairly calculate its contingent tax obligations.
5.6.4.4. Estimated impairment from trade receivables
The company estimated that loss from doubtful receivables amounts to approximately 920 th.€ for which a
provision was made in 2004. Upon revision of the said amount for 2005, the company deemed that it was not
necessary to increase the said provision according to data available to date. Company receivables are divided
in two large categories of clients:
• Fixed and mobile telephony companies (090,11880, etc/), the collection of which is not doubted and their
liquidation is performed approximately every two months.
• The Greek State and wider public sector (e-kep, CSC, Centre of information of state insurance organisations,
etc.). These receivables are not doubted but their liquidation is many times delayed due to bureaucratic reasons,
as well as due to problems arising from the implementation of their budget. This problem was intensified in
the current year and this is why the company’s borrowings were significantly increased. However, settlement
procedures have already initiated according to latest development for the total amount of receivables from
the Greek state and the wider public sector. Besides, new contracts for the same services with these clients are
moving to the stage of execution and therefore stalling the settlement of previous contracts will evidently will
have serious consequences on the services provided to the citizens.
5.6.4.5. Estimated impairment of company participations
The company values its participations at acquisition cost and examines the possibility of impairment on a yearly
basis.
In the financial year 2005 the company appointed a foreign firm to valuate its subsidiary CALL CENTER HELLAS
S.A. prompted by the acquisition of an additional 20% of its subsidiary.
Next, on 31-12-05 the company examined the existence of contingent reason for impairment of the said
company, also taking into account the above valuation, and no reason for impairment arose.
As regards its subsidiary “NOETRON S.A.”, a control showed that there are receivables due mainly from
municipalities, the settlement of which is delayed mainly due to internal problems of bureaucracy and
budgeting.
There is no reason for impairment of the said participation.
67
Within 2005, there were two projects delivered to the public and wider public sector for which no contract
was ever signed with the Greek State. Within the previous year the company’s cost included the cost of these
projects as a proportion of the stage to which they were completed, as well as the expected income, which for
conservative reasons (because discussions with the public sector for signature of contracts did not show any
progress) amounted to approximately 1.5 mil. €. In the current year due to the facts that the complete project was
delivered, the invoices were received and the State Legal Council decided positively on the correctness of the
debt, the backlog from 7.9 mil. € was also recorded as income. After a lawsuit filed by the company against the
public sector for accelerating the settlement, we are in discussions for an amicable settlement of the total amount
of these receivables.
5.6.4.7. Estimates of the management for company legal cases
The outstanding legal cases against and in favour of the company are as follows:
1. Decision of the Athens Court of First Instance 5309/2005 against the company εταιρείας and in favour of
the prosecutor MOBILEPHONIA BV for the amount of 469,468.53€. The company has appealed against the
above decision. According to the opinion of the company’s Legal Consultant, the appeal stands many chances
of success and therefore this case is not expected to harm the company’s financial standing.
2. The com pany filed a lawsuit against the Ministry of Internal Affairs and the Agricultural Insurance Organisation
for owing to the company 9,534,044,35 €. The relevant project has been delivered, the invoices for provision
of services have been received by the Ministry of Internal Affairs, the relevant services have been received
without any reserves and the State Legal Council has recognized the debt. According to the opinion of the
company Legal Consultant, even within the framework of unjust enrichment the collection of these receivables
is very likely.
3. The Hellenic Telecommunications Organisation (OTE) has filed a lawsuit against the company, claiming the
amount of 2,929,728 €, mainly for the company’s advertising campaign for the directory assistance service
11880, which at its opinion is illegal and misleading. The discussion of the lawsuit has been set for 8-3-2006.
4. The company has filed a lawsuit against the Hellenic Telecommunications Organisation (OTE) by which it
claims and substantiates consequential damages caused by OTE by paying increased amounts for more
advertising and defamation in the press of 7,166,717€. The discussion of the lawsuit is set for 17-5-2006. The
company’s Legal Consultant deems that these cases will be judged as one and that the final outcome will be
positive for the company.
We reckon that according to the above, the outcome of the cases will not generate any damages for the company.
More specifically as regards the MOBILEPHONIA BV case, the company has made a provision of 100,000€.
68
5.6.5. SEGMENT REPORTING
The company is not liable to provide segment reporting because it is active in the provision of telephone services
and is only addressed to the Greek territory.
5.6.6. DETAILED PRESENTATION OF COMPANY FIGURES
1. Tangible assets
Other
equipment
Plots
– buildings
Mechanical
equipment
Cost or estimate
266,043.77
2,212,883.63
99,515.83
742,154.32
3,320,597.55
Accumulated depreciation
-45,546.62
-484,367.71
-34,119.75
-363,294.68
-927,328.76
Net book value
220,497.15
1,728,515.92
65,396.08
378,859.64
2,393,268.79
220,497.15
1,728,515.92
65,396.08
378,859.64
2,393,268.79
93,598.50
0.00
93,598.50
953,531.00
-434,263.83
519,267.17
102,532.93
240,448.62
405,802.68
-4,100.00
-8,107.91
-12,207.91
-117,793.30
99,870.59
-17,922.71
Tangible assets
Note
Vehicles
Total
1.1.2004
Transactions 2004
Balance at the beginning
Leasing additions
Transfers 2004
Additions
Sales
62,821.13
34
Change in acc. deprec.
2004
-34,458.75
-415,148.81
-10,946.64
-59,315.72
-519,869.92
248,859.53
2,341,136.24
54,449.44
217,491.39
2,861,936.60
Cost or estimate
328,864.90
3,358,446.06
99,515.83
540,231.20
4,327,057.99
-80,005.37
-1,017,309.82
-45,066.39
-322,739.81
-1,465,121.39
Net book value
248,859.53
2,341,136.24
54,449.44
217,491.39
2,861,936.60
248,859.53
2,341,136.24
54,449.44
217,491.39
2,861,936.60
Period’s depreciation
38
Net book value
31.12.2004
Transactions 2005
767,178.35
Leasing additions
Acquisition of a subsidiary
33
Additions
Sales
0.00
17,519.00
1,072,057.99
34
Decreases from returns of
destructions
Change in acc. deprec.
2005
767,178.35
38
-37,465.14
39,865.70
12,641.14
1,142,083.83
-4,800.00
-1,958.15
-6,758.15
-205,795.06
-79,056.88
-284,851.94
35.00
39,610.59
1,455.71
41,101.30
-592,122.31
-9,080.85
-62,373.20
-701,041.50
69
Net book value
228,913.39
3,382,490.21
40,988.00
167,256.89
3,819,648.49
Cost or estimate
346,383.90
4,991,887.34
55,524.65
550,914.19
5,944,710.08
-117,470.51
-1,609,397.13
-14,536.65
-383,657.30
-2,125,061.59
Net book value
228,913.39
3,382,490.21
40,988.00
167,256.89
3,819,648.49
31.12.2005
Depreciation of the year 2004 increased the cost of goods sold by 372,813.02 € and selling expenses by
147,056.90 €. Depreciation of the year 2005 increased the cost of goods sold by 534,683.61 € and selling
expenses by 166,357.89 €.
Acquisitions by Leasing were presented at their carrying amount according to IAS 17.
The company does not have any assets and therefore no encumbrances.
70
2. Intangible assets
INTANGIBLE ASSETS
Note
Licenses
Other rights
Software
Total
1.1.2004
Cost or estimate
597,819.02
50,068.70
264,741.68
912,629.40
-40,861.14
-46,744.04
-78,855.79
-166,460.97
Net book value
556,957.88
3,324.66
185,885.89
746,168.43
556,957.88
3,324.66
185,885.89
746,168.43
Transactions 2004
0.00
Leasing additions
Transfers 2004
Additions
Sales
80,972.00
34
Change in acc. deprec. 2004
-519,267.17
344,208.76
425,180.76
-15,000.00
-15,000.00
19,283.36
19,283.36
-32,158.08
-249.96
-6,670.55
-39,078.59
605,771.80
3,074.70
8,440.29
617,286.79
Cost or estimate
678,791.02
50,068.70
74,683.27
803,542.99
-73,019.22
-46,994.00
-66,242.98
-186,256.20
Net book value
605,771.80
3,074.70
8,440.29
617,286.79
605,771.80
3,074.70
8,440.29
617,286.79
38
-519,267.17
Net book value
31.12.2004
Transactions 2005
0.00
Leasing additions
33
0.00
Additions
10,798.51
10,798.51
Sales
34
0.00
Discontinued exploitations
18
0.00
38
-91,532.40
-249.96
-14,414.57
-106,196.93
514,239.40
2,824.74
4,824.23
521,888.37
Cost or estimate
678,791.02
50,068.70
85,481.78
814,341.50
-164,551.62
-47,243.96
-80,657.55
-292,453.13
Net book value
514,239.40
2,824.74
4,824.23
521,888.37
Net book value
31.12.2005
Depreciation of the year 2004 of 28,241.02 € are included in the cost of goods sold and of 10,837.57 € in
administrative expenses.
Depreciation of the year 2005 of 68,512.01 € are included in the cost of goods sold and of 37,684.92 € in
71
5. Investments in affiliated companies
The company participates in the share capital of the following two non-listed companies:
1. “CALL CENTER HELLAS S.A.” with a shareholding of 70% in the financial year 2005 and 50% in 2004.
2. “NOETRON S.A.” with a shareholding of 75% in both financial years 2004 and 2005.
Company participations
Call center
Noetron
Total
2005
3,122,946.31
225,000
3,347,946.31
Shares
469,000
45,000
2004
710,946.31
225,000
935,946.31
Shares
335,000
45,000
The company consolidates the above subsidiaries with the full consolidation method. Within 2004 the
company CALL CENTER HELLAS S.A. was consolidated despite the fact that the company held 50% of its
share capital because the parent company exercised a significant amount of influence to the subsidiary’s
management. In 2005 the company acquired an additional 20% of the company Call center by paying the
amount of 2,412,000 €. In order to make the abovementioned deal the company took into account a valuation
of the company by a foreign firm (May 2005), which it accounted as well for the control of impairment of the
said participation.
6. Deferred income tax
Deferred tax receivables are compensated with deferred tax liabilities when there is a legal right for
compensation and when both are subject to the same tax authority.
The compensated amounts are as follows:
Deferred tax receivables:
Recoverable after 12 months
Recoverable within 12 months
2005
212,888.89
-159,743.86
-53,145.03
2004
266,052.35
-205,586.29
-60,466.06
Deferred tax liabilities
Compensated balance of receivables
-104,636.07
71,527.94
33,108.13
108,252.82
-10,466.04
57,399.07
46,933.03
255,586.29
Presentation in the balance sheet
BALANCE SHEET
Long term receivables
Short term receivables
72
2005
159,743.86-71,527.94= 88,215.92
53,145.03-33,108.13= 20,036.90
2004
205,586.29-46,933.03= 158,653.26
60,466.06-10,466.04=50,000.02
Α. DEFERRED TAX LIABILITIES
Balance at the beginning 1.1.04
Plus period’s additions
Balance 31/12/04
Leasing
45,333.73
12,065.34
57,399.07
Balance 31/12/05
57,399.07
29,311.71
86,710.78
Β. DEFERRED SHORT TERM LIABILITIES 2005
From valuation of commercial portfolio
17.925,29
C. DEFERRED COMPENSATED TAX RECEIVABLES FROM SETTLEMENT OF INCOME – EXPENSES BETWEEN THE FINANCIAL
YEARS 2003-2004
BALANCE 01/01/2004
LESS DEFERRED TAX RECEIVABLES 2004
BALANCE 31/12/2004
503,470.30
503,470.30
0.00
Therefore, the negative deferred tax of the year 2004
503.470,30
D. DEFERRED TAX RECEIVABLES
plus/less transactions for the year
Balance 31.12.04
Balance 31/12/05
Establishment expenses
264,038.76
-70,786.11
193,252.65
193,252.65
-60,466.05
132,786.60
Employee benefits
55,650
17,149.70
72,799.70
72,799.70
7,302.59
80,102.29
Total
319,688.76
-53,636.41
266,052.35
266,052.35
-53,163.46
212,888.89
DEFERRED TAXES TO THE INCOME STATEMENT (NOTE 43)
A. From Leasing
B. From valuation of commercial portfolio
C. From settlement of income-expenses
D. From Establishment expenses and employee benefits provision
TOTAL
2005
2004
29,311.71
12,065.34
17,925.29
53,163.46
100,400.46
-503,470.30
53,636.41
-437,768.55
73
12. Trade and other receivables
2005
24,023,226.18
-928,573.00
23,094,653.18
72,436.87
802,089.83
3,591,179.38
0.00
0.00
27,560,359.26
72,436.87
27,487,922.39
Clients
Less: impairment provisions
Receivables from guarantees
Contributions
Down payments
Receivables from affiliated parties
Loans to affiliated parties
Less: Long term part ( Note 9)
Short term part
2004
13,067,873.13
-928,573.00
12,139,300.13
100,466.80
914,472.96
4,702,927.31
1,253,685.10
0.00
19,110,852.30
100,466.80
19,010,385.50
The company recognized a loss of 928,573.00 € for impairment of receivables during 2004. The loss is included
in administrative expenses in the income statement.
The other long term receivables of 72,436.87€ and 100,466.80€ include the guarantees granted by the
company (guarantees of leases and leased vehicles).
13. Available for sale financial assets
Available for sale financial assets are as follows:
Listed titles:
Repos
2005
97,774.63
401,513.09
499,287.72
2004
78,506.90
807,360.91
885,867.81
2005
39,936.44
1,833,069.25
1,873,005.69
2004
39,553.30
1,141,110.02
1,180,663.32
15. Cash and cash equivalents
Available in hand
Sight deposits
Total
17-23. Analysis of equity items
ΙΙΙ. STATEMENT OF CHANGES IN EQUITY
ATTRIBUTABLE TO COMPANY SHAREHOLDERS
Share capital
Balances 01.01.2004
Profit 2004
Total profit 2004
Dividends paid
74
8,354,400.00
Share
premium
3,941,804.84
Other reserves
519,194.87
156,824.71
Retained
earnings
Total
4,089,213.38
1,238,096.22
16,904,613.09
1,394,920.93
-2,701,256.00
-2,701,256.00
Balances 31.12.2004
Balances 01.01.2005
Period’s result
Total profit 2005
Dividends paid
Balances 31.12.2005
8,354,400.00
8,354,400.00
3,941,804.84
3,941,804.84
676,019.58
676,019.58
191,227.80
2,626,053.60
2,626,053.60
3,746,677.85
15,598,278.02
15,598,278.02
3,937,905.65
8,354,400.00
3,941,804.84
867,247.38
-2,784,800.00
3,587,931.45
-2,784,800.00
16,751,383.67
The share capital consists of 27,848,000 common shares listed in the ATHEX with a nominal value of 0.30€.
28. Employee benefits provisions
Balance at the beginning 1-1-04
Changes 2004
Balance 31-12-2004
Balance at the beginning 1-1-2005
Changes 2005
Balance 31-12-2005
159,000
49,000
208,000
208,000
22,822
230,822
In order to calculate the post-employment benefits the company used the provisions of Law 2112 and not an
actuarial study.
Within the next financial year, the company intends to proceed to such a study which may result to an increase of
this liability. At this point the management cannot precisely determine the possible charge, but in any case it will
not have any significant consequences on the company.
30-34. Investment subsidies & Financial leasing contractual liabilities.
Tangible assets include the following amounts which the company holds as a lessee according to financial
leases.
Cost of capitalization of financial leases
Net book value
2005
1,209,807.65
328,512.94
881,294.71
2004
442,629.30
176,543.75
266,085.55
2005
2004
343,461.54
37,827.59
282,236.63
625,698.17
64,260.61
102,088.20
Financial leasing liabilities
Financial leasing liabilities (30)
Financial leasing liabilities (34)
Total liabilities
(1)
(1)
In the balance sheet this amount is presented increased by 100.000,00 which regards provisions for
extraordinary risks.
Financial leasing liabilities are ensured by leased tangible assets which are returned to the lessor in case the
lessee is not able to settle its liabilities.
75
2005
2004
Financial leasing liabilities – Minimum lease payments:
Up to one year
From 1 till 5 years
After 5 years
314,196.72
359,666.60
68,437.66
39,282.93
Future finance cost charges at financial leases
673,863.32
48,165.15
625,698.17
107,720.59
5,632.39
102,088.20
2005
282,236.63
343,461.54
0.00
625,698.17
2004
64,260.61
37,827.59
0.00
102,088.20
2005
6,785,411.34
877,646.51
2,317,945.73
264,364.12
10,245,367.70
2004
4,380,215.65
1,629,850.41
1,195,233.58
74,804.79
7,280,104.43
The carrying amount of financial leasing liabilities is as follows:
Up to 1 year
From 1 till 5 years
After 5 years
31. Suppliers and other liabilities
Suppliers
Amounts due to affiliated parties
Insurance organizations and taxes payable
Accrued expenses
32. Current income tax
The current income tax for the financial year 2005 amounts to 1,353.412/85 €, as follows:
Financial year
2005
Financial year
2004
5,683,647.50
5,225,603.53
118,914.26
26,492.56
5,802,561.76 *32%
5,252,096.09*35%
1,856,819.77
1,838,233.63
2,271.81
1,649.68
1,859,091.58
1,839,883.31
Less prior year’s advance
864,054.46
495,653.49
Less withheld taxes
426,380.00
147,928.22
Plus 2005 advance
782,029.52
864,054.46
Plus additional taxes
2,726.22
1,979.62
Current income tax
1,353,412.85
2,062,335.68
Period’s results according to GAS
Plus definite accounting differences
Total
Income tax for the year 2005
Plus additional tax
76
33. Short term loans
Financial year
2005
2,500,0000.00
5,903,667.37
8,403,667.37
Short term
Loans of open current account
Loans with concession of clients contracts
Total loans
Financial year
2004
0.00
500,400.10
500,400.10
IN 2005 borrowings were increased mainly due to a significant delay in the liquidation of trade receivables
mainly of the public sector. 70% of loans arises from concession of contracts from these clients.
Valuation was made using their carrying amount as of 31-12-2005.
35. Income from sales
Breakdown of company sales
Income from sales
Sales of services
2005
32,758,375.00
2004
22,434,145.87
2005
2,542.52
60,124.05
62,666.57
2004
31,534.87
73,220.18
104,755.05
37. Other income
Other income
Credit interests
Income from investments
Total
36,38,39,40,41 Breakdown of the income statement items
FINANCIAL YEAR 2005
PRODUCTION ADMINISTRATION DISTRIBUTION
60 Wages and employee expenses
61 Third party fees and expenses
62 Third party provisions
63 Taxes – duties
64 Sundry expenses
65 Interests & related expenses
66 Investment subsidies
68 Exploitation provisions
64
RESEARCH &
OTHER
FINANCIAL
TOTAL
2,991,061.30
582,008.05
367,437.59
76,026.85
0.00
4,016,533.79
5,512.50
993,385.67
30,490.25
0.00
0.00
1,029,388.42
15,192,102.70
434,262.49
47,651.78
22,399.60
4,789.98
82,208.82
872.99
532.19
82,703.82
473,771.65
4,143,102.82
0.00
0.00
0.00
603,195.62
204,042.81
22,822.00
100,000
0.00
88,403.98
9,177.88
0.00
4,708,756.17
0.00
508,409.51
508,409.51
0.00
0.00
0.00
807,238.43
0.00
0.00
0.00
122,822.00
Expenses – loss from
participations & securities
38,407.42
72 Sales of other inventories
74 Grants & sundry income
Income from other after-care
75
operations
18,902,187.92
0.00 15,696,416.57
38,407.42
-235,00
-235.00
-7,796.50
-7,796.50
-84,700.90
-84,700.90
2,776,947.09
4,589,555.43
146,543.94
508,409.51 26,923,643.89
77
FINANCIAL YEAR 2004
PRODUCTION ADMINISTRATION DISTRIBUTION
60 Wages and employee expenses
61 Third party fees and expenses
62 Third party provisions
63 Taxes – duties
64 Sundry expenses
65 Interests & related expenses
66 Investment subsidies
68 Exploitation provisions
81Extraordinary & non-operating
82
64
74 Grants & sundry income
75
operations
2,278,093.19
596,628.80
0.00
207,132.72
11,836,444.11
313,359.85
RESEARCH &
OTHER
FINANCIAL
TOTAL
97,936.65
0.00
3,356,965.53
0.00
0.00
0.00
207,132.72
183,291.78
20,656.02
384,306.89
0.00 12,353,751.76
3,973.34
3,357.86
1,166.52
441.47
0.00
8,939.19
67,762.55
209,266.12
1,711,130.35
5,701.54
0.00
1,993,860.56
0.00
0.00
0.00
0.00
148,838.80
148,838.80
401,054.05
157,894.47
0.00
0.00
0.00
558,948.52
49,000.00
928,573.00
0.00
15,461.70
0.00
993,034.70
0.00
-26,476.65
-26,476.65
0.00
0.00
14,636,327.24
-19,279.50
-19,279.50
-83,076.55
-83,076.55
2,287,380.12
2,279,895.54
140,197.38
148,838.80 19,492,639.08
Please note that the amounts presented in accounts 74,75 regard:
Income from subsidized seminars, which were transferred deductively of the account “wages” which included
labour cost and income from leases which come from subleasing already leased areas of the company which
were transferred deductively of the lease expense.
43. Income tax
Income tax for the financial year 2005 amounts to 1,959,492.03 €, as follows:
Period’s results
Income tax IFRS
Income tax GAS (reformed)
Difference
Financial year
2005
5,897,397.68
1,959,492.03
1859,091.57
100,400.46
Financial year
2004
3,046,261.84
1,651,340.91
1,839,883.31
-188,542.40
The difference of the year 2005 regards deferred taxes of 100,400.46.
The difference of the year 2004 regards negative deferred taxes of 437,768.55 and positive prior years’ tax
audit differences of 249,226.15.
The weighted average tax rate was 32% for the financial year 2005 and 35% for 2004.
44. Earnings per share
Basic
Basic earnings per share are valued by dividing profit attributable to company shareholders with the weighted
average number of common shares during the period, except for own shares acquired by the company.
78
2005
3,937,905.65
27,848,000
0.14
Profit attributable to company shareholders
Weighted average number of shares
Earnings per share basic
2004
1,394,920.93
27,848,000
0.05
45. Dividends per share
Dividends paid in 2005 and 2004 amounted to 0.10 euro per share respectively. In the financial year 2005 the
Board of Directors has proposed to the Ordinary Shareholders Meeting a dividend again of 0.10 € (2,784,800).
This dividend does not appear in the financial statements as an obligation, but in the item “Balance carried
forward“.
46. Pledges
NEWSPHONE HELLAS S.A.
LETTERS OF GUARANTEE 31/12/2005
BANK
EUROBANK
ATTIKI
PROBANK
ΠΟΣΟΝ
2,213,05.78
960,784.52
1,085,000.00
4,258,836.30
The above guarantees have been granted for the good execution of projects, receiving down payments and
participation to bids.
OPERATING LEASES PLEDGES
Up to 1 year
From 1-5 years
Total
2005
285,999.24
1,125,836.64
1,411,835.88
2004
250,929.41
1,411,835.88
1,662,765.29
2005
85,737.60
314,150.40
399,888.00
2004
75,726.90
399,888.00
475,614.90
Future inflows from subletting
Up to 1 year
From 1-5 years
Total
47. Post balance sheet events
The company calculated the provision for employee benefits according to Law 2112 and not according to an
actuarial study. The actuarial study within 2006 was delivered on 04/04/2006 and the data included therein
will be recorded in the first quarter of 2006. From this change an amount of 71,706.28 € will charge the income
statement and the equity of the company.
79
48. Information and reconciliations relating to the first-time adoption of I.F.R.S. and principles
adopted at the first-time adoption.
The company adopted for the first time the I.F.R.S. in the financial year 2005 and for that reason reformed the net
equity of 2003, the results and the net equity of 2004, in order for the figures of the financial statements of 2005
to be comparable with the respective of 2004.
In order to adjust to the provisions of the I.F.R.S. and I.F.R.S. 1 regarding the first-time adoption the company made
the following:
1. It included the income and expenses in the year in which they occurred (2003-2004)
2. Did not recognise the multi-year depreciation expenses which it transferred to the net equity of 2003
3. The assets acquired through Leasing were faced as fixed assets according to IAS 17
4. The fixed assets were valued at their fair value, which is that of the estimate of the company resulting from the
acquisition price as of 31-12-2003 less depreciation, which had been calculated with reduced rates of the
P.D. 299/2003. The company does not own any field and buildings.
5. It recognised the amounts for post-employment benefits. The calculations were made according to the
provisions of Law 2112 and not according to an actuarial study, something which the company intends
to make.
6. It recognises losses from contingencies from the non-collection of some of its receivables.
7. It calculated the deferred taxes on all the above changes, except in the case of doubtful receivables.
Then the following reconciliations are performed:
1.
Reconciliation of assets – liabilities 2003 between Greek and international standards.
Balance sheet as of 31 December 2003-8th Accounting year from 1/1/2003 till 31/12/2003
Note
NATIONAL
CHANGES
ASSETS
=
Non-current assets
Tangible assets
1
2,327,322.34
236,721.50
Investment in property
2
0.00
Organic assets
3
0.00
Intangible assets
4
1,329,789.83
-754,396.45
5
935,946.31
Deferred income tax
6
0.00
7
0.00
Derivative financial assets
8
0.00
9
96,423.59
4,689,482.07
-517,674.95
Current assets
Inventories
10
0.00
Organic assets
11
0.00
12
14,517,578.43
1,438,487.15
13
5,282,863.87
80
I.A.S.
2,564,043.84
0.00
0.00
575,393.38
935,946.31
0.00
0.00
0.00
96,423.59
4,171,807.12
0.00
0.00
15,956,065.58
5,282,863.87
Financial assets valued at fair value through the income statement
Financial assets intended for distribution
14
15
16
Total assets
EQUITY
0.00
944,118.48
0.00
20,744,560.78
25,434,042.85
1,438,487.15
920,812.20
0.00
944,118.48
0.00
22,183,047.93
26,354,855.05
Capital and reserves attributable to shareholders of the
parent
Share capital
Share premium
Own shares
Fair value reserves
Exchange differences
Other reserves
Retained earnings
Equity related to financial assets intended for distribution
Minorities
Total equity
LIABILITIES
Loans
Deferred income tax
Employee benefits
Other provisions
Liabilities from financial leasing contracts
Financial assets subsidies
Current income tax
Short term loans
Total liabilities
Total equity and liabilities
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
8,354,400.00
3,941,804.84
0.00
0.00
0.00
519,194.87
962,457.02
0.00
13,777,856.73
0.00
13,777,856.73
0.00
0.00
0.00
0.00
0.00
0.00
0.00
8,738,786.00
1,452,844.67
1,464,555.45
0.00
0.00
11,656,186.12
11,656,186.12
25,434,042.85
3,126,756.36
3,126,756.36
3,126,756.36
229,115.27
159,000.00
107,196.57
495,311.84
-2,701,256.00
-2,701,256.00
-2,205,944.16
920,812.20
8,354,400.00
3,941,804.84
0.00
0.00
0.00
519,194.87
4,089,213.38
0.00
16,904,613.09
0.00
16,904,613.09
0.00
229,115.27
159,000.00
0.00
107,196.57
0.00
495,311.84
6,037,530.00
1,452,844.67
1,464,555.45
0.00
0.00
8,954,930.12
9,450,241.96
26,354,855.05
81
2. Reconciliation of assets – liabilities and income statement between Greek and international standards for the
year 2004.
Balance sheet of 31 December 2004- 9th Accounting Year from 1/1/2004 till 31/12/2004
31.12.2004
GAS
ASSETS
Non-current assets
Tangible assets
Intangible assets
Deferred income tax
Current assets
Total assets
EQUITY
2,595,851.05
1,169,437.20
935,946.31
IFRS
ADJUSTMENTS
266,085.55
-552,150.41
158,653.30
100,466.80
4,801,701.36
18,421,645.67
885,867.81
1,180,663.32
20,488,176.80
25,289,878.16
588,739.83
461,328.27
31.12.2004
IAS
2,861,936.60
617,286.79
935,946.31
158,653.30
100,466.80
4,674,289.80
19,010,385.50
885,867.81
1,180,663.32
21,076,916.63
25,751,206.43
parent
Share capital
Share premium
Other reserves
Retained earnings
Total equity
LIABILITIES
Subsidies of assets & Liabilities from financial leasing contracts
8,354,400.00
3,941,804.84
676,019.58
1,157,326.38
14,129,550.80
1,468,727.22
208,000.00
37,827.59
208,000.00
37,827.59
245,827.59
-1,317,487.15
0.00
0.00
64,260.61
7,280,104.43
2,062,335.68
500,400.10
64,260.61
9,907,100.82
10,152,928.41
25,751,206.43
0.00
Current income tax
Short term loans
Total liabilities
82
8,597,591.58
2,062,335.68
500,400.10
11,160,327.36
11,160,327.36
25,289,878.16
8,354,400.00
3,941,804.84
676,019.58
2,626,053.60
15,598,278.02
461,328.27
INCOME STATEMENT 2004
01.01 31.12.2004 GAS
Sales
Cost of sales
Gross profit
Other income
Distribution expenses
Other expenses
Finance cost (net)
Results from affiliated companies
Profit (loss) before tax
Income tax
Net profit (loss) from continued operations
Profit (loss) from discontinued operations
Net profit (loss) for the period
22,740,291.02
-13,910,525.40
8,829,765.62
207,111.10
-2,279,895.54
-1,250,264.58
-140,197.38
-140,915.69
5,225,603.53
IFRS
ADJUSTMENTS
306,145.15
725,801.84
102,356.05
1,037,115.54
7,923.11
2,179,341.69
01.01 31.12.2004 IAS
22,434,145.87
-14,636,327.24
7,797,818.63
104,755.05
-2,279,895.54
-2,287,380.12
-140,197.38
-148,838.80
5,225,603.53
3,046,261.84
-1,651,340.91
1,394,920.93
5,225,603.53
1,394,920.93
TABLE OF ADJUSTMENTS
01.01 31.12.2004 GAS
Net results (profit) for the year
Plus: Balance of prior years’ profit
Less: prior years’ tax audit difference
Total
Less: Income tax
Other taxes not included
in the operating cost
Deferred taxes
Plus: prior years’ tax audit differences
Profit for distribution
The profit appropriation is performed as follows:
Statutory reserve
Dividends paid
Retained earnings
GAS
Other taxes not included
in the operating cost
Plus: Tax audit differences
Less : Deferred taxes
IFRS
ADJUSTMENTS
01.01 31.12.2004 IAS
5,225,603.53
962,457.02
-249,226.15
5,938,834.40
1,838,233.63
2,179,341.69
-425,500.36
-249,226.15
1,504,615.18
0.00
3,046,261.84
1,387,957.38
0.00
4,434,219.22
1,838,233.63
1,649.68
0.00
0.00
437,768.55
-249,226.15
1,316,072.78
1,649.68
-437,768.55
249,226.15
2,782,878.31
0.00
2,784,800.00
-1,468,727.22
1,316,072.78
156,824.71
0
2,626,053.60
2,782,878.31
4,098,951.09
156,824.71
2,784,800.00
1,157,326.38
4,098,951.09
Tax reconciliation
1,838,233.63
1,649.68
1,839,883.31
249,226.15
-437,768.55
1,651,340.91
83
3. The table of adjustments of net equity as of 1-1-05 and 1-1-04, between Greek and international accounting
standards.
TABLE OF ADJUSTMENTS OF NET EQUITY AT THE BEGINNING OF PERIOD (01/01/2005 & 01/01/
2004 RESPECTIVELY) BETWEEN GREEK ACCOUNTING STANDARDS (G.A.S.) AND INTERNATIONAL
ACCOUNTING STANDARDS (I.A.S.)
COMPANY
01/01/2005
01/01/2004
14.129.550,80
13.777.856.73
-208,000.00
-159,000.00
Total equity according to Greek GAAP
Recording of a provision for employee benefits according to Law 2190/1920
Elimination of multi-year depreciation expenses because they did not meet the criteria of
IAS 38
-552,150.41
-754,396.45
Adjustment to financial leases (difference between lease – interest and depreciation)
Transfer of cost for provision of services in the year in which it occurred
Transfer of respective income at the time in which it occurred
163,997.55
0.00
0.00
129,525.13
-626,000.00
2,064,487.15
Accounting incorporation of contingent loss from doubtful receivables from the nonliquidation of receivables resulting from the two previous years, but in 2004 indications
were almost finalised
-928,573.00
0.00
2,784,800.00
208,653.08
1,468,727.22
15,598,278.02
2,701,256.00
-229,115.47
3,126,756.36
16,904,613.09
Offsetting error from dividends payable
Deferred tax differences
Total adjustments
Total Equity according to IAS
49. Rectifications in relations to published interim financial statements
1. Fixed investments (long term receivables) were decreased and respectively the short term receivables from
deferred income tax were increased by 49,999.98, after separating receivables in short-term and long-term,
which had not been made in the publication of brief quarterly financial statements. At the same time, short-term
receivables (clients) rose by 1,467,312.85 due to an equal increase in income. (Transfer of income analogy
from the year 2005 to 2004 which it regarded).
2. Long term liabilities were decreased and short term were respectively increased from financial leases by
64,260.61, after separating them to short term & long term respectively. At the same time, short term liabilities
(suppliers) rose by 1,467,312.85 due to an equal increase in cost of sales (Transfer of cost from the year 2005
to 2004 which it regarded).
3. Balance sheet as of 31/12/2004 with the differentiations.
Ι. BALANCE SHEET
ASSETS
Non-current assets
Tangible assets
Intangible assets
Deferred income tax
84
Publication in the interim
financial statements
Publication on
31.12.05
Differentiations
31.12.2004
31.12.2004
31.12.2004
2,861,936.60
617,286.79
935,946.31
208,653.28
2,861,936.60
617,286.79
935,946.31
158,653.30
0.00
0.00
0.00
49,999.98
Current assets
Inventories
Total assets
EQUITY
Capital and reserves attributable to shareholders of
the parent
Share capital
Share premium
Other reserves
Retained earnings
Total equity
LIABILITIES
Deferred income tax
Investment subsidies & liabilities from financial leasing
contracts
Current income tax
Short term loans
Provisions & other liabilities .-Liabilities from financial leasing
contracts
Total liabilities
100,466.80
4,724,289.78
100,466.80
4,674,289.80
0.00
49,999.98
0.00
17,493,072.67
885,867.81
1,180,663.32
19,559,603.80
24,283,893.58
0.00
19,010,385.50
885,867.81
1,180,663.32
21,076,916.63
25,751,206.43
0.00
-1,517,312.83
0.00
0.00
-1,517,312.83
-1,467,312.85
8,354,400.00
3,941,804.84
676,019.58
2,626,053.60
15,598,278.02
15,598,278.02
8,354,400.00
3,941,804.84
676,019.58
2,626,053.60
15,598,278.02
15,598,278.02
0.00
0.00
0.00
0.00
0.00
0.00
0.00
208,000.00
0.00
208,000.00
0.00
0.00
102,088.20
37,827.59
64,260.61
310,088.20
245,827.59
64,260.61
5,812,791.62
2,062,335.64
500,400.10
7,280,104.43
2,062,335.68
500,400.10
-1,467,312.81
-0.04
0.00
0.00
64,260.61
-64,260.61
8,375,527.36
8,685,615.56
24,283,893.58
9,907,100.82
10,152,928.41
25,751,206.43
-1,531,573.46
-1,467,312.85
-1,467,312.85
For more complete information in paragraph 10 herein are included in detail and in summary the quarters of the
balance sheet 31/12/2004.
Kallithea, 05 April 2006
CHAIRMAN OF THE BOD
MANAGING DIRECTOR
ACCOUNTING MANAGER
GEORGIOS THEODOSIS
EFSTRATIOS APERGIS
STAVROULA KILAKOU
85
5.7. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5.7.1. GENERAL INFORMATION
The company “NEWSPHONE HELLAS S.A.” is active in the provision of services through the audiotext system
(090, 11880) as well as through large specialised information systems ( eg. CSS, etc.). The said services are
provided within the country and are addressed both to the private and public sector.
The facilities of all three companies are on 280, Thiseos Avenue, 176 75, in the Municipality of Kallithea and
their websites are www.newsphone.gr, www.callcenter.gr, www.noetron.gr. The Group companies are societes
anonyms and the parent company “NEWSPHONE HELLAS S.A.” is listed in the Athens Stock Exchange since the
financial year 2003. The group’s financial statements as of 31.12.2005 were approved by the Board of Directors
of the parent company on 05-04-2006.
5.7.2. THE MAIN ACCOUNTING PRINCIPLES USED BY THE COMPANY
5.7.2.1. Basis of preparation of the financial statements
The Group’s consolidated financial statements have been prepared according to the International Financial
Reporting Standards (hereinafter IFRS) for the first time. The relative disclosures required by IFRS 1 are presented
in Note 48.
The financial statements have been prepared under the historic cost principal except for one small portfolio
of shares of listed companies which was valued at fair value. The main accounting policies are described
hereinafter.
The preparation of the financial statements according to IFRS requires the use of estimates and judgments in the
application of the Company’s accounting principles. These cases are described in notes of paragraph 4.
5.7.2.2. Consolidation
Subsidiaries
The consolidated financial statements include the financial statements of the company and the financial units
controlled by the company (its subsidiaries) as of 31 December 2005.
Control is achieved wherever the company has the power to determine financial and operating decisions of a
financial unit in order to benefit from its activities.
At the acquisition of a company the assets, capital and contingent liabilities of the company are valued at fair
value on the date of the acquisition.
The acquisition cost of a subsidiary by the amount exceeding the fair value of the acquired net asset (assets –
liabilities – contingent liabilities), is recorded as goodwill at the use when the acquisition occurred.
In case the acquisition cost is less than the above fair value this difference is recorded in the income statement of
the year in which the acquisition occurred.
Minority rights are recorded analogically at their fair value.
In next years any losses are allocated to minority by analogy plus minority rights.
The results of subsidiaries acquired or sold within the year, are included in the consolidated income statement of
the year from or till the date of purchase or sale respectively.
The financial statements of subsidiaries are adjusted in order to be prepared according to the accounting
86
policies used by the Group.
Intercompany transactions, intercompany balances and income and expenses occurring within the company
are eliminated at consolidation.
5.7.2.3. Segment reporting
Business segment is defined as a group of assets and liabilities that are engaged in providing individual products
or services that are subject to risks and returns that are different from those of other business segments.
Geographical segment is a geographical area, in which products or services are provided that are subject to risks
and returns that are different from those of other geographical areas.
5.7.2.4. Foreign currency translation
Transactions and balances
Transactions in foreign currency are converted to the functional currency based on exchange rates prevailing at
the date of the transactions.
Gains and losses from exchange differences arising from the conversion of monetary assets expressed in foreign
currency within the period and at the date of the balance sheet with existing exchange rates, are recorded in the
income statement.
5.7.2.5. Tangible assets
All property, plant and equipment, except for investment property (which is not depreciated is shown initially at
cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include gains or losses from hedging of exchange risk at the purchase of
these assets which had been recorded at an equity reserve.
Posterior expenses are charged as an increase of the fair value of the tangible assets or as an independent asset
only to the extend that these charges offset an increase in future financial benefits expected to occur from the
use of the asset and their cost can be measured reliably. All repairs and maintenance are charged to the income
statement during the financial period in which they incurred.
At the sale of tangible assets, the differences between the consideration received and the book value are recorded
as gains or losses to the income statement. The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Depreciation of other tangible assets is calculated with the straight
line method through their useful lives as follows:
Buildings
Mechanical equipment
Vehicles
Other equipment
30-40
12-15
4-6
5-7
YEARS
YEARS
YEARS
YEARS
87
5.7.2.6. Borrowing costs
Borrowing costs related to raising working capital are recorded to the income statement in the year in which they
incurred.
5.7.2.7. Intangible assets
Brands and licenses
Brands and licenses are valued at cost less depreciation. Depreciation is valued with the straight line method
during the useful life of these assets which is about 10-15 years.
Computer software and licenses
Software licenses are valued at acquisition cost less depreciation. Computer software are amortised using the
straight-line method over their estimated useful lives (3 -5 years).
Expenses required for the development and maintenance of software are recorded as expenses when they occur.
Expenses made for the development of specific software controlled by the group are recorded as intangible
assets when the following conditions are fulfilled: a) a specific asset is created, b) there is evidence that the asset
created will bring financial benefits and c) the development cost can be reliably measured. Such expenses
include employee remuneration and general expenses analogy. Self-developed software is depreciated at its
useful life which is 3-5 years.
5.7.2.8. Impairment of assets except for goodwill
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment .
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever there are
indications that the carrying amount may not be recoverable.
If the recoverable amount is lower than unamortised value then the unamortized value is reduced to the amount
of the recoverable.
Impairment losses are recorded as expenses in the period in which they occur if the asset has not been
readjusted.
5.7.2.9. Construction contracts
When the result of a construction contract can be reliably valuated, income and expenses are recorded in relation
to the percentage of completion of the project at the balance sheet date. More specifically at the balance sheet
date the realised and estimated costs are compared and the percentage of completion of the construction
contract is determined.
In the case where the result of one construction contract may not by reliably valuated, contractual income is
recognized only to the extent that the contractual cost may be recovered.
When contractual costs may exceed contractual income, the loss expected is directly recorded at expenses.
88
5.7.2.10. Investments
The company’s investments are classified in the following categories:
This category mainly includes listed shares and repos. Investments are initially recorded at cost which is increased
by expenses directly attributed to the transaction, except the assets valued at fair value with changes recorded to
the income statement.
Loans and receivables
This category includes non-derivative financial assets with fixed or defined payments which are not negotiated
in active markets. They are created when the group gives money or provides goods and services and there is no
intention of selling these assets.
5.7.2.11. Inventories
Merchandise inventories are value at the lowest value between the acquisition cost and the net realizable value.
The acquisition cost is defined with the weighted average cost method. The cost of merchandise includes their
invoicing value plus any special purchase expenses. The cost of borrowings is not included in the acquisition cost
of inventories. The net realisable value is calculated according to current selling prices of inventories within the
framework of the company’s normal operation after deducting any selling expenses when needed.
5.7.2.12. Trade receivables
Trade receivables are recorded at their carrying amount when they are not characterised as long term. The
impairment losses, i.e. when there is objective evidence that the Company is unable to collect all the amounts
owed based on the contractual terms, are recognized in the income statement. The relevant loss is immediately
transferred to the period’s profit and loss.
5.7.2.13. Cash and cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term (up to 3 months) highly liquid
and low risk investments.
5.7.2.14. Share capital
Common shares are recorded to equity. Necessarily reimbursable privileged shares are classified as liabilities.
Expenses incurred for the issuance of shares reduce, after deducting the relevant income tax, the proceeds from
the issue. Expenses related to the issuance of shares for the purchase of companies are included in the acquisition
cost of the company acquired.
The cost of acquisition of own shares reduced by the income tax (when it is the case) is deducted from group
equity until the shares are sold or cancelled. Any gains or losses from the sale of own shares net of any directly
attributable incremental transaction costs and the income tax, if that is the case, is included in equity reserve.
89
5.7.2.15. Borrowings
Borrowings for working capital are recorded at book value and at the end of the year the debit interests till the
end of the year are calculated.
5.7.2.16. Deferred income tax
Deferred income tax is determined according to the liability method which results from the temporary differences
between the book value and the tax base of assets or liabilities.
Deferred income tax is determined with tax rates prevailing at the balance sheet date.
Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the temporary
difference that creates the deferred tax asset.
Deferred income tax is recognized for the temporary differences that result from investments in subsidiaries and
associates, except for the case where the reversal of the temporary differences is controlled by the Group and it
is possible that the temporary differences will not be reversed in the foreseeable future.
5.7.2.17. Employee benefits
Short term benefits
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as an
expense when they accrue.
Post-employment benefits
Post employment benefits for employees of the company and its subsidiary NOETRON S.A. are calculated
according to Law 2112 and the relative amount is reviewed at the end of the financial year. If this amount is higher
or lower of the amount of the previous year, then the difference is recorded to the income statement of this year.
For the subsidiary company CALL CENTER S.A., which is also characterised as a labour-intensive company an
actuarial study is performed which includes both defined contribution schemes and defined benefits.
The accrued cost of defined contribution schemes is booked as an expense in the period to which it refers.
The liability recorded in the balance sheet for defined contribution schemes is the carrying amount of the
commitment less the fair value of the assets of the scheme and the changes arising from unrecorded actuarial
gains and losses and the cost of service. The commitment of the defined benefit is calculated annually by an
independent actuary with the use of the projected unit credit method. The yield of long-term Greek Government
Bonds is used as a discount rate.
5.7.2.18. Provisions
Provisions for doubtful receivables are recorded when:
- There is a legal obligation as a result of past events,
- It is likely that an outflow will be required for the settlement of the commitment and,
- The required amount can be reliably measured.
90
Income is recognized at fair value of sales of goods and services before VAT and other taxes and after rebates
and returns. Intercompany income is eliminated.
Income recognition is performed as follows:
Provision of services
Income from provision of services are valued according to the stage of completion of the service in relation to its
estimated total cost. In some cases some differentiations occurred.
5.7.2.20. Leases
The leases through which the lessors undertake in effect all risks and rewards of ownership are classified as
operating leases.
The other leases are classified as financial leases.
Lessor
Operating leases revenues are recognized as income using the straight-line method during the period of the
lease.
Lessee
Lease payments through operating leases are recorded in expenses using the straight-line method during the
period of the lease.
Assets held under financial leases are recorded as assets of the group valued at the inception of the lease at
the lower of the asset and the present value of the minimum lease payments. The relevant liability to the lessor is
booked as a financial leasing liability. Lease payments are allocated as finance cost and liability settlement in a
way to produce a steady interest rate to each balance of the liability. Financial income is recorded in expenses.
5.7.2.21. Dividend distribution
Dividend distribution to company shareholders is recorded as a liability to the consolidated financial statements
when the distribution is approved by the Ordinary Shareholders Meetings of the Group companies.
5.7.2.22. Grants
Government grants related to fixed assets are recorded to the Capital & Liabilities as retained earnings and are
transferred to the income account according to the useful life of the relevant assets.
91
5.7.3. FINANCIAL RISK MANAGEMENT
The group is exposed through its transaction activity to market risks, credit risks, liquidity risks and cash flow risks.
The group manages the above risks through procedures of the competent department. More specifically:
• Market risk: In this case, the group is not exposed to foreign currency risks because it does not transact
with foreign companies for the time being. Moreover, it is not involved in any transactions of securities and
therefore it is not exposed to price risks. As regards the interest rate risk, the group management deems that
it can control it.
• Credit risk: Given that the groups major clients are the Greek State, public legal entities and the companies of
fixed and mobile telephony, the collection of its receivables is not doubted.
• Liquidity – cash flow risk: Due to the fact that the Greek public sector and the public legal entities (Social
Security organizations), which are among the Group’s major clients, do not settle their obligations on time,
mainly due to bureaucratic procedures and to the fact that in many cases matters regarding the readjustment
of the budget for projects already delivered, the group faces great problems of liquidity given that a substantial
cost in the provision of services is the employee remuneration. Moreover, for the audiotex services the group
is obliged to make substantial down payments to TV channels, which are its suppliers. Furthermore, in order
to promote its new services (11880) the Group must proceed to advertisements which are very costly and for
which down payments are often necessitated.
5.7.4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS OF THE MANAGEMENT
5.7.4.1. Useful lives of its fixed equipment which is state-of-the-art
The Group defines the estimated useful lives and the relevant depreciations of its fixed equipment.
This estimate is based on expected income by the use of this equipment.
Please note that this equipment is mainly electronic and may be significantly modified according as a result of
technological innovations and competitors’ actions. The management of the parent company shall increase
depreciation when the useful lives are less than previous estimates it will decrease the value of assets considered
technologically obsolete or that of assets which are no longer of strategic importance and are abandoned or are
going to be sold.
5.7.4.2. Employee post-employment benefits
The Group in order to calculate the employee post-employment benefits used the provisions of Law 2112 and
not an actuarial study, both for the parent company and the subsidiary NOETRON S.A.
Within the next financial year it intends to proceed to such a study which may increase the said liability. For the
time being it is not in the position to determine with accuracy the possible charge but in any case it will not have
any significant consequences on the group.
92
5.7.4.3. Future tax charges
The parent company “NEWSPHONE HELLAS S.A.” has been tax audited through FY 2002, and its subsidiary
“CALL CENTER HELLAS S.A. through FY 2001, while its subsidiary “NOETRON S.A.” has not been tax audited
since its establishment in 2003. Therefore, the group’s tax liabilities have not been considered as final for the
unaudited years 2002- 2005.
When these years have been definitely audited, additional tax liabilities may arise for the group, even if the
group companies abide to tax legislation.
The group cannot reliably and fairly calculate its contingent tax obligations.
5.7.4.4. Estimated impairment from company trade receivables
The parent company’s management estimated that the loss from possible non-collection of group receivables
amounts to approximately 1058 th.€ , for which it made a relevant provision during the year 2004. In redefining
the said provision within 2005, it was deemed that there was no reason up to now to increase the said provision.
Group receivables from Public sector clients for services rendered (10 mil. €) are deemed to be collectible and
besides the Group has a written confirmation from its clients for the provision of the project. At the same time, the
parent company filed a lawsuit against them for unjust enrichment and is sure that those amounts will be collected.
Besides, the company and its subsidiaries continue to render the same services to the same clients through signed
contracts this time. Moreover, the company has extended experience and know-how in the field.
5.7.4.5. Estimates of the management for group legal cases.
The outstanding legal cases against and in favour of the company are as follows
1. Decision of the Athens Court of First Instance 5309/2005 against the company εταιρείας and in favour of
the prosecutor MOBILEPHONIA BV for the amount of 469,468.53€. The company has appealed against the
above decision. According to the opinion of the company’s Legal Consultant, the appeal stands many chances
of success and therefore this case is not expected to harm the company’s financial standing.
2. The company filed a lawsuit against the Ministry of Internal Affairs and the Agricultural Insurance Organisation
for owing to the company 9,534,044,35 €. The relevant project has been delivered, the invoices for provision
of services have been received by the Ministry of Internal Affairs, the relevant services have been received
without any reserves and the State Legal Council has recognized the debt. According to the opinion of the
company Legal Consultant, even within the framework of unjust enrichment the collection of these receivables
is very likely.
3. The Hellenic Telecommunications Organisation (OTE) has filed a lawsuit against the company, claiming the
amount of 2,929,728 €, mainly for the company’s advertising campaign for the directory assistance service
11880, which at its opinion is illegal and misleading. The discussion of the lawsuit has been set for 8-3-2006.
4. The company has filed a lawsuit against the Hellenic Telecommunications Organisation (OTE) by which it
claims and substantiates consequential damages caused by OTE by paying increased amounts for more
advertising and defamation in the press of 7,166,717€. The discussion of the lawsuit is set for 17-5-2006. The
company’s Legal Consultant deems that these cases will be judged as one and that the final outcome will be
positive for the company.
93
5. Against the company Call center a lawsuit has been filed by the former doctor of the company for indemnity
for moral damage which will stand trial on 2-3-2006. According to our Legal Consultant the said trial won’t
have a negative outcome for the company since the company proceeded to his dismissal according to work
legislation.
6. The company Noetron has no outstanding legal cases exist against.
Following the above, the company’s management, taking into account the opinions of the Legal Consultant,
deems that the abovementioned outstanding legal cases will not have a negative effect on the Group’s financial
standing.
5.7.5. SEGMENT REPORTING
The company is not liable to provide segment reporting because it is active in the provision of telephone
services and is only addressed to the Greek territory.
94
5.7.6. DETAILED PRESENTATION OF GROUP FIGURES
1. Tangible fixed assets
Note
1.1.2004
Cost or estimate
Net book value
Transactions 2004
Leasing additions
Transfers 2004
Additions
Sales
Mechanical
equipment
Vehicles
Other
equipment
Total
384,761.72
-102,169.21
282,592.51
2,659,810.14
-772,922.30
1,886,887.84
99,515.83
-34,119.75
65,396.08
1,126,743.28
-543,564.06
583,179.22
4,270,830.97
-1,452,775.32
2,818,055.65
282,592.51
84,266.38
44,696.76
100,020.35
1,886,887.84
404,564.10
1,139,596.28
172,031.82
-21,926.82
65,396.08
583,179.22
28,568.00
-434,263.83
312,749.40
-18,085.91
2,818,055.65
517,398.48
750,029.21
584,801.57
-40,012.73
-37,335.23
-151,980.42
100,370.56
-88,945.09
-60,898.30
413,342.47
-90,820.00
-516,339.18
2,822,013.62
-10,946.64
54,449.44
-128,855.57
443,661.87
-90,820.00
-717,039.69
3,733,467.38
613,745.21
-200,402.74
413,342.47
4,263,255.52
-1,441,241.90
2,822,013.62
99,515.83
-45,066.39
54,449.44
1,015,710.94
-572,049.07
443,661.87
5,992,227.50
-2,258,760.10
3,733,467.38
413,342.47
2,912,833.62
908,763.70
54,449.44
443,661.87
12,438.40
17,519.00
1,092,551.78
39,865.70
-4,800.00
10,869.41
-1,958.15
3,824,287.40
921,202.10
0.00
1,160,805.89
-6,758.15
-205,795.06
-79,056.88
160.74
39,610.59
34
Change in accumulated
depreciation 2004
Intercompany eliminations
Net book value
31.12.2004
Cost or estimate
Net book value
Transactions 2005
Leasing additions
Acquisition of subsidiary
Additions
Sales
Plots
– buildings
38
33
34
Reductions from returns and
destructions
depreciation 2005
Net book value
31.12.2005
Cost or estimate
Net book value
38
-284,851.94
5,026.07
44,797.40
-63,884.70
366,976.77
-207,320.00
-699,102.38
3,802,092.40
-9,080.85
40,988.00
-127,484.00
342,553.60
-207,320.00
-899,551.93
4,552,610.77
631,264.21
-264,287.44
366,976.77
5,942,276.42
-2,140,184.02
3,802,092.40
55,524.65
-14,536.65
40,988.00
1,037,060.60
-694,507.00
342,553.60
7,666,125.88
-3,113,515.11
4,552,610.77
Depreciation for the year 2004 increased by 536,783.45 € the cost of goods sold and by 180,256.24 € the
administrative expenses. Depreciation for the year 2005 increased by 707,794.94 € the cost of goods sold
and by 191,756.99 € the administrative expenses.
Acquisition through Leasing, were presented at fair value according to IAS 17.
95
The group does not have any properties and therefore no encumbrances.
4. Intangible assets
INTANGIBLE ASSETS
Note
Licenses
Other rights
Software
Total
1.1.2004
Cost or estimate
600,090.52
123,258.18
444,789.35
1,168,138.05
-40,877.98
-66,822.80
-116,679.58
-224,380.36
Net book value
559,212.54
56,435.38
328,109.77
943,757.69
559,212.54
56,435.38
328,109.77
943,757.69
Leasing additions
172,764.16
-829,600.77
-705,332.45
479,918.74
645,890.74
-16,800.00
-16,800.00
54,037.67
54,037.67
Transactions 2004
Transfers 2004
Additions
Sales
63,900.00
124,268.32
165,972.00
34
depreciation 2004
-65,439.28
-25,888.78
-6,828.71
-98,156.77
832,509.42
218,714.92
8,836.70
1,060,061.06
Cost or estimate
938,826.68
311,426.50
78,307.32
1,328,560.50
-106,317.26
-92,711.58
-69,470.62
-268,499.46
Net book value
832,509.42
218,714.92
8,836.70
1,060,061.06
832,509.42
218,714.92
8,836.70
1,060,061.06
38
236,664.16
31.12.2004
Transactions 2005
Leasing additions
Acquisition of subsidiary
26,050.48
26,050.48
33
Additions
0.00
570.57
100,000.00
10,798.51
111,369.08
Sales
34
0.00
Discontinued operations
18
0.00
38
Net book value
-161,022.40
-56,711.45
-14,572.73
-232,306.58
672,057.59
288,053.95
5,062.48
965,174.02
31.12.2005
Cost or estimate
939,397.25
437,476.98
89,105.83
1,465,980.06
Net book value
-267,339.66
-149,423.03
-84,043.35
-500,806.04
672,057.59
288,053.95
5,062.48
965,174.02
Depreciation for the year 2004 of 87,161.04 € are included in the cost of goods sold and of 10,995.73 € in
Depreciation for the year 2005 of 194,463.5 € are included in the cost of goods sold and of 37,843.08 € in
96
6. Deferred income tax
Deferred tax receivables are compensated with deferred tax liabilities when there is a legal right for
compensation and both are subject to the same tax authority.
The compensated amounts are as follows:
Deferred tax receivables:
Deferred tax liabilities
2005
2004
-229,676.58
-55,766.76
-285,443.34
-302,918.52
-64,055.50
-366,974.02
147,376.55
38,791.56
186,168.11
99,275.23
90,398.19
13,347.92
103,746.11
-263,227.91
Presentation in the balance sheet
BALANCE SHEET
Long term receivables
Short term receivables
2005
229,676.58-147,376.55=82,300.03
55,766.76-38,791.56=16,975.20(12.34)
2004
302,918.52-90,398.19=212,520.37
64,055.50-13,347.92=50,707.58
Α. DEFERRED TAX LIABILITIES
DEFERRED TAX LIABILITIES
Plus additions for the year
Balance 31/12/04
Balance 31/12/05
Leasing
59,707.68
44,038.43
103,746.11
103,746.11
64,496.71
168,242.82
Β. DEFERRED SHORT TERM LIABILITIES 2005
From valuation of commercial portfolio of 17,925.29
C. DEFERRED COMPENSATED TAX RECEIVABLES FROM THE SETTLEMENT OF INCOME-EXPENSES BETWEEN
THE YEARS 2003-2004
Balance 01/01/2004
Less deferred tax receivables 2004
Balance 31/12/2004
503,470.30
503,470.30
0.00
Therefore the negative deferred tax for the year 2004 503.470,30
97
D. DEFERRED TAX RECEIVABLES
Balance 31.12.04
Balance 31/12/05
Establishment Expenses
281,021.40
-75,215.18
205,806.22
205806.22
-66576.67
139229.55
Employee benefits
110,950
50,217.80
161,167.80
161,167.80
-14954.01
146,213.79
Total
391,971.40
-24,997.38
366,974.02
366,974.02
-81530.68
285,443.34
DEFERRED TAXES TO THE INCOME STATEMENT
From leasing
From valuation of commercial portfolio
From settlement of income-expenses
From establishment expenses and employee benefit provision
Total
2005
64,496.71
17,925.29
2004
44,038.43
81,530.68
163,952.68
-503,470.30
24,997.38
-434,434.51
2005
119,534.00
119,534.00
2004
172,283.36
172,283.36
2005
26,326,634.62
-1,057,573
25,269,061.62
834,993.94
3,591,179.38
1,039,507.95
30,734,742.89
92,010.12
2004
13,541,834.3
-1,057,573
12,484,261.30
2,447,673.33
4,703,037.1
1,416,222.66
21,051,194.39
121,604
1,039,507.95
29,603,224.82
1,416,222.66
19,513,367.73
10. Inventories
Noetron
Total
12. Trade and other receivables
Clients
Less: impairment provisions
Contributions
Down payments
Receivables from affiliated parties
Less: Long term part
Short term part
Less consolidation records
Total
The group recognized a loss of 1,057,573.00 € for impairment of receivables during the year 2004. The loss has
been included in the administrative expenses of the income statement.
The amounts of long term receivables represent guarantees granted mainly for leases.
98
13. Available for sale financial assets
Available for sale financial assets include the following:
Listed shares:
Repos
2005
97,774.63
401,513.09
499,287.72
2004
78,506.90
807,360.91
885,867.81
2005
69,826.64
2,462,274.46
2,532,101.1
2004
134,551.64
1,841,389.6
1,975,941.24
15. Cash and cash equivalents
Cash in hand
Sight deposits
17,18,22,23,25 Equity accounts analysis
III. STATEMENT OF CHANGES IN EQUITY OF THE GROUP
ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Share
capital
Balances 01.01.04
Share
premium
8,354,400.00 3,941,804.84
Result of the year 2004
Other
reserves
Retained
earnings
MINORITY
Total
519,194.87
4,700,703.35 17,516,103.06
160,040.19
1,122,218.38
1,282,258.57
-2,701,256.00
-2,701,256.00
Minority
rights
Total equity
749,855.38 16,766,247.68
Total profit for the year
Dividends paid
Balances 31.12.04
8,354,400.00 3,941,804.84
679,235.06 3,121,665.73 16,097,105.63
671,033.88 15,426,071.75
Balances 01.01.05
8,354,400.00 3,941,804.84
679,235.06 3,121,665.73 16,097,105.63
671,033.88 15,426,071.75
Period’s results
191,227.80
Intercompany elimination for
acquisition of a shareholding
in a subsidiary
Total profit for the year
2005
Dividends paid
Balances 31.12.05
8,354,400.00 3,941,804.84
3,660,171.90
3,851,399.70
-2,412,000.00
-2,412,000.00
-2,784,800.00
-2,784,800.00
870,462.86 1,585,037.63 14,751,705.33
441,603.17 14,310,102.16
17. Share capital
The share capital consists of 27,848,000 common shares listed in the ATHEX of a nominal value of 0.30€.
99
28. Employee benefit provisions
Changes for the year 2004
Balance 31.12.04
Changes for the year 2005
Balance 31.12.05
460.480,00
460,480.00
460.480.00
(46.729.86)
413.750.14
The group in order to calculated the employee benefits provision for the parent company and the subsidiary
NOETRON used the provisions of Law 2112 and not an actuarial study.
Within the next year it intends to proceed to such a study with possible consequence the increase of this liability.
For the time being the management is not in the position to define precisely the possible charge but in any case it
may not have any significant consequences on the company.
30. Financial leasing contract liabilities
Tangible assets include the following amounts which the company holds as a lessee based on financial leases.
Cost of capitalization of financial leases
Net book value
2005
2,233,261.84
639,380.71
1,593,881.13
2004
1,286,009.06
317,194.91
968,814.15
2005
2004
513,715.77
364,461.40
582,197.20
1,095,912.97
307,935.58
672,396.99
Total liabilities
Financial leasing liabilities are ensured with by leased fixed assets are returned to the lessor in case the lessee is
unable to settle its liabilities.
Financial leasing liabilities – Minimum lease payments:
Up to one year
From 1 to 5 years
After 5 years
Future financial cost charges to financial leases
100
2005
2004
635,592.75
535,803.75
340,404.53
379,968.81
1,171,396.5
75,484.13
1,246,881.63
720,373.34
49,434.35
769,807.69
The carrying amount of the financial leasing liabilities is as follows:
2005
582,197.20
513,715.77
0.00
1,095,912.97
2004
307,935.58
364,461.40
0.00
672,396.98
2005
7,821,790.22
1,039,507.95
3,234,241.95
293,960.57
1,043,214.49
11,346,286.20
2004
5,206,357.33
1,416,222.66
1,871,627.69
91,300.58
1,419,680.39
7,165,827.87
Financial year
2005
5,683,647.50
118,914.26
5,802,561.76 *32%
1,856,819.77
2,271.81
864,054.46
426,380.00
782,029.52
2,726.22
1,353,412.85
Financial year
2004
5,386,603.91
32,396.31
5,419,000.22*35%
1,896,650.08
3,030.86
498,584.51
154,985.59
889,693.83
3,637.03
2,139,441.70
Financial year
2005
2,500,000.00
5,903,667.37
944,140.12
9,347,807.62
Financial year
2004
0.00
500,400.10
638,959.39
1,139,359.49
Up to 1 year
From 1 to 5 years
After 5 years
31. Suppliers and other liabilities
Suppliers
Amounts due to affiliated parties (Note 35)
Social Security Organisation and taxes paid
Accrued expenses
Less consolidation records
32. Current income tax
Current income tax for the year 2005 amounts to 1,353,412.85 € as follows:
Results for the year according to GAS
Plus final accounting differences
Total
Income tax for the year 2005
Plus additional tax
Less downpayment of the previous year
Less withheld taxes
Plus down payment for the year 2005
Plus stamp duties
Current income tax
33. Short term loans
Short term
Bank loans
Other loans (concession of contracts)
Loans from concession of receivables –cheques
Total loans
Borrowings for the year 2005 were increased mainly because the liquidation of receivables mainly from the
clients of the public sector was delayed. 70% of loans arises from contract concession from these clients.
Their valuation was performed at fair value as of 31-12-2005.
10 1
35. Income from sales
Group income analysis
Income from sales
Sales of services
Sales of merchandise
Less elimination
Total
2005
39,896,228.05
69,313.53
( 5,800,382.99)
34,165,158.59
2004
31,244,913.33
431,975.23
(3,644,064.26)
28,032824.30
2005
2,618.81
60,124.05
62,742.86
2004
31,712.99
73,220.18
104,933.17
37. Other income
Other income
Credit interests
Investment income
Total
36.38,39,40,41 Income statement analysis
GROUP 31/12/05
PRODUCTION
20
60
61
62
63
64
65
66
68
64
72
74
75
Inventories
Wages and personnel expenses
Third party fees
Third party provisions
Taxes – duties
Sundry expenses
Taxes & related expenses
Fixed asset depreciation
Exploitation provision
Sales of other inventories
Subsidies & sundry proceeds
operations
ADMINISTRATION DISTRIBUTION
RESEARCH &
FINANCIAL
TOTAL
OTHER
0.00
0.00
59,416.98
76,026.85
0.00
9,373,065.18
0.00
0.00
1,410,675.47
22,399.60
0.00 10,845,547.12
532.19
0.00
117,932.53
9,177.88
0.00
4,738,916.93
0.00
627,460.59
627,460.59
0.00
0.00
1,131,858.51
0.00
0.00
53,270.14
59,416.98
7,664,814.37
256,619.38
10,276,434.89
9,957.94
88,475.40
0.00
910,351.55
-46,729.86
0.00
1,113,143.46
1,071,593.84
459,882.26
106,187.35
485,484.92
0.00
211,744.50
100,000.00
0.00
519,080.50
82,462.25
86,830.37
1,255.05
4,155,778.73
0.00
9,762.46
0.00
0.00
0.00
0.00
38,407.42
0.00
38,407.42
0.00
0.00
-235.00
-12,637.83
0.00
0.00
0.00
0.00
0.00
0.00
-235.00
-12,637.83
0.00
-30,220.64
0.00
0.00
0.00
-30,220.64
19,219,340.65
3,504,942.86 4,855,169.36
146,543.94
627,460.59 28,353,457.40
PRODUCTION
ADMINISTRATION DISTRIBUTION
RESEARCH
& OTHER
FINANCIAL
ΟΜΙΛΟΣ 31/12/04
TOTAL
20
Inventories
1,539,569.87
0.00
0.00
0.00
0.00
1,539,569.87
60
Wages and personnel expenses
7,071,232.55
1,447,964.98
545,589.65
97,936.65
0.00
9,162,723.83
61
Third party fees
70,745.00
344,519.27
75,597.00
0.00
0.00
490,861.27
62
Third party provisions
8,918,683.27
474,917.85
225,283.20
20,656.02
0.00
9,639,540.34
63
Taxes – duties
7,430.54
8,762.24
0.00
441.47
0.00
16,634.25
64
Sundry expenses
135,629.29
255,029.57
1,749,210.99
5,701.54
0.00
2,145,571.39
65
Taxes & related expenses
0.00
0.00
0.00
0.00
215,276.33
215,276.33
102
66
Fixed asset depreciation
609,344.06
172,546.87
11,343.59
0.00
0.00
793,234.52
68
Exploitation provision
143,480.00
1,057,573.00
0.00
15,461.70
0.00
1,216,514.70
81-82
Extraordinary & non-operating
0.00
-23,539.82
0.00
0.00
0.00
-23,539.82
64-10, Expenses – loss from
11,12 participations & securities .
0.00
0.00
0.00
0.00
0.00
0.00
74
Επιχορ.&διαφ.έσοδα
0.00
-19,756.50
0.00
0.00
0.00
-19,756.50
75
Εσοδα παρεπ.ασχολιών
-35,603.78
0.00
0.00
0.00
-35,603.78
3,682,413.68 2,607,024.43
140,197.38
0.00
18,496,114.58
215,276.33 25,141,026.40
Please note that the amounts presented in the accounts 74,75 regard:
Income from subsidized seminars, which were transferred deductively of the account “wages” (60) which
included labour cost and income from leases which come from subleasing already leased areas of the company
which were transferred deductively of the lease expense.
43. Income tax
Income tax for the year 2005 amounts to 1.941.566,33 € as follows :
Period’s results according to IFRS
Income tax IFRS
Less income tax GAS (reformed)
Difference
Financial year
2005
5,874,444.05
2,023,044.35
1,859,091.57
163,952.68
Financial year
2004
2,996,731.07
1,714,472.50
1,899,680.94
185,208.44
The difference of the year 2005 regards deferred taxes.
The difference of the year 2004 regards negative deferred taxes of 434.434,51 and prior years’ tax audit
differences of 249,226.15.
The financial year 2004 includes tax audit differences of 250 th. which were rendered definite by a tax audit
performed in that year.
The weighted average tax rate was 32% for the financial year 2005 and 35% for 2004.
Earnings per share
Basic
Earnings per share basic are calculated by dividing the profit attributable to the shareholders of the parent with
the weighted average number of common shares within the period, except for own common shares purchased
by the company (treasury stock) (Note 19).
Profit attributable to shareholders of the parent (from continued operations)
Weighted average number of shares (in thousand)
Earnings per share basic
2005
3,851,399.70
27,848,000.00
0.14
2004
1,282,258.57
27,848,000.00
0.05
10 3
Dividends per share
Dividends paid in 2005 and 2004 amounted to 0.10 € per share respectively. For 2005 the Board of Directors
has proposed to the Shareholders Meeting a dividend of 0.10 € (2,784,800.00) . This dividend is not recorded
as a liability to the financial statements.
On 5/4/2005 the Group acquired 20% of the share capital of the company CALL CENTER, to which it already
held 50% by paying 2,412,000.00 €. The subsidiary “CALL CENTER HELLAS S.A.” is operating mainly for the
parent company, at least for the time being, due to the high specialization of the personnel in the provision of
services it renders to the parent company. Besides this is the reason which lead the parent company to increase
its share of participation to the subsidiary, since new projects are tendered and the parent wants to participate.
Net assets and goodwill acquired were valued by an international audit firm and the acquisition cost was
booked not in individual assets but in the preexisting acquisition cost of 50%.
Company participations are as follows:
2005
COMPANY
HEADQUARTERS
SHARE OF
PARTICIPATION
CALL CENTER SA
NOETRON SA
GREECE
GREECE
70%
75%
2004
ACQUISITION
COST
3,122,946.31
225,000.00
3,347,946.31
SHARE OF
PARTICIPATION
50%
75%
ACQUISITION
COST
710,946.31
225,000.00
935,946.31
Transactions with affiliated parties
The group is controlled by the parent company NEWSPHONE HELLAS S.A. which is headquartered in Greece.
The following figures regard transactions with affiliated parties.
Sales of services
Sales of services and products
2005
5,800,382.99
2004
3,644,064.26
2005
5,458,386.45
251,400.70
5,709787.15
2004
3,449,756.25
96,047.60
3,545,803.85
Purchase of services
Purchase of services
Wages and leases expenses
The difference between the above data of the year 2005 has had an impact on the fixed assets by 101.421, the
equity by 97.714,46 and has reduced liabilities by 3.706,54.
104
Balances at the end of period resulting from the sales of services and other transactions
Affiliated parties receivables
2005
1,039,507.95
2004
1,416,222.66
The remunerations paid in 2005 to company and group higher executives amounted to 689,308.34 € and
1,005,968.59 € respectively while the relative amounts paid to BoD members are 300,000.00€ .
Commitments
Analysis of commitments
LETTERS OF GUARANTEE 31/12/2005
Α.Α.
BANK
1
EUROBANK
2
PROBANK
3
ATTIKI
TOTAL
AMOUNT
2,225,571.78
1,117,333.5
960,784.52
4,303,689.8
Commitments from operating leases of the Group as a lessee
The group leases several shops, offices. The leases are subject to several terms, readjustment clauses and
renewal rights.
Total future payable leases according to non-reversible operating leases are as follows:
COMMITMENTS FROM OPERATING LEASES
Up to 1 year
From 1 – 5 years
After 5 years
2005
423,551.20
2,058,348.24
2004
431,686.31
2,214,129.44
2,481,899.44
2,645,815.75
44. Post balance sheet events
The group calculated the provision for employee benefits according to Law 2112 and not according to an
actuarial study. The actuarial study within 2006 was delivered on 04/04/2006 and the data included therein
will be recorded in the first quarter of 2006. From this change an amount of 83,534.19€ will charge the income
statement and the equity of the group.
45. Information and reconciliations relating to the first-time adoption of I.F.R.S. and principles
adopted at the first-time adoption
The group adopted for the first time the I.F.R.S. in the financial year 2005 and for that reason reformed the net
equity of 2003, the results and the net equity of 2004, in order for the figures of the financial statements of 2005
to be comparable with the respective of 2004.
10 5
In order to adjust to the provisions of the I.F.R.S. and I.F.R.S. 1 regarding the first-time adoption the company made
the following:
1. It included the income and expenses in the year in which they occurred (2003-2004).
2. Did not recognise the multi-year depreciation expenses which it transferred to the net equity of 2003.
3. The assets acquired through Leasing were faced as fixed assets according to IAS 17.
4. The fixed assets were valued at their fair value, which is that of the estimate of the company resulting from the
acquisition price as of 31-12-2003 less depreciation, which had been calculated with reduced rates of the
P.D. 299/2003. The company does not own any field and buildings.
5. It recognised the amounts for post-employment benefits. The calculations were made according to the
provisions of Law 2112 and not according to an actuarial study, something which the company intends to
make.
6. It recognised losses from contingencies from the non-collection of some of its receivables.
7. It calculated the deferred taxes on all the above changes, except in the case of doubtful receivables.
Then the following reconciliations are made:
1.Reconciliation of assets – liabilities 2003 between national and international standards.
106
4th Consolidated balance sheet as of 31 December 2003
Note
NATIONAL
CHANGES
ASSETS
Non-Current assets
Tangible assets
Investment in property
Organic assets
Intangible assets
Deferred income tax
Derivative financial assets
Current assets
Inventories
Organic assets
Financial assets valued at fair value through the income
Assets for distribution
Total assets
EQUITY
parent
Share capital
Share premium
Own shares
Fair value reserves
Exchange differences
Other reserves
Retained earnings
Equity related to fixed assets for distribution
Minorities
Total equity
LIABILITIES
Loans
Deferred income tax
Other provisions
Subsidies of assets
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
2,747,956.85
0.00
0,00
1,435,678.42
0.00
0.00
0.00
0.00
112,037.00
4,295,672.27
136,437.40
0.00
15,518,115.91
5,282,863.87
0.00
1,108,566.44
0.00
22,045,983.62
26,341,655.89
8,354,400.00
3,941,804.84
0.00
0.00
0.00
519,194.87
785,636.34
0.00
13,601,036.05
749,855.38
14,350,891.43
0.00
0.00
0.00
0.00
0.00
0.00
70,098.83
-491,920.76
-421,821.93
1,584,487.15
1,584,487.15
1,162,665.22
3,165,211.63
3,165,211.63
3,165,211.63
171,206.58
317,000.00
210,503.01
IFRS
2,818,055.68
0.00
0.00
943,757.66
0.00
0.00
0.00
0.00
112,037.00
3,873,850.34
136,437.40
0.00
17,102,603.06
5,282,863.87
0.00
1,108,566.44
0.00
23,630,470.77
27,504,321.11
8,354,400.00
3,941,804.84
0.00
0.00
0.00
519,194.87
3,950,847.97
0.00
16,766,247.68
749,855.38
17,516,103.06
0.00
171,206.58
317,000.00
0.00
210,503.01
0,00
10 7
Current income tax
Short term loans
Total liabilities
31
32
33
34
0.00
698,709,59
698,709,59
9,018,319.28
1,430,311.15
1,542,134.03
0.00
0.00
11,990,764.46
11,990,764.46
26,341,655.89
-2,701,256.00
6,317,063.28
1,430,311.15
1,542,134.03
0.00
0.00
9,289,508.46
9,988,218.05
27,504,321.11
-2,701,256.00
-2,002,546.41
1,162,665.22
2. Reconciliation of assets – liabilities and income statement between Greek and international accounting
standards for 2004.
5th Consolidated Balance Sheet as of 31 December 2004
IFRS
ADJUSTMENTS
31.12.2004
31.12.2004
ASSETS
Non-current assets
Tangible assets
2,964,601.64
768,865.74
3,733,467.38
Intangible assets
1,440,927.04
-380,865.98
1,060,061.06
0.00
212,520.37
212,520.37
121,604.28
0.00
121,604.28
Deferred income tax
4,527,132.96
5,127,653.09
Current assets
Inventories
1,639,596.21
-1,467,312.85
172,283.36
19,052,418.68
460,949.05
19,513,367.73
885,867.81
0.00
885,867.81
1,975,941.24
0.00
1,975,941.24
23,553,823.94
22,547,460.14
28,080,956.90
-405,843.67
27,675,113.23
Share capital
8,354,400.00
0.00
8,354,400.00
Share premium
3,941,804.84
0.00
3,941,804.84
Other reserves
679,235.06
0.00
679,235.06
1,097,067.74
1,353,564.11
2,450,631.85
Total assets
EQUITY
parent
Retained earnings
14,072,507.64
Minorities
Total equity
108
779,020.20
14,851,527.84
15,426,071.75
-107,986.32
671,033.88
16,097,105.63
LIABILITIES
Assets subsidies & Liabilities from financial leasing contracts
460,480.00
364,461.40
460,480.00
364,461.40
824,941.40
-2,784,800.00
0.00
0.00
308,437.14
7,165,827.87
2,139,441.70
1,139,359.49
308,437.14
10,753,066.20
11,578,007.60
27,675,113.23
0.00
Current income tax
Short term loans
Total liabilities
9,950,627.87
2,139,441.70
1,139,359.49
13,229,429.06
13,229,429.06
28,080,956.90
-405,843.67
CONSOLIDATED INCOME STATEMENT FOR THE YEAR 2004
01.01 31.12.2004 GAS
IFRS
ADJUSTMENTS
01.01 31.12.2004 IFRS
Sales
28,338,969.45
-306,145.15
28,032,824.30
Cost of sales
-17,646,153.69
-849,960.89
-18,496,114.58
Gross profit
10,692,815.76
Other income
104,933.17
0.00
104,933.17
-2,607,024.43
0.00
-2,607,024.43
-2,433,478.14
-1,248,935.54
-3,682,413.68
Other expenses
-140,197.38
0.00
-140,197.38
Finance cost (net)
-182,383.69
-32,892.64
-215,276.33
Profit (loss) before tax
5,434,665.29
-2,437,934.22
2,996,731.07
Income tax
-1,899,680.94
-1,714,472.50
Net profit (loss) from continued operations
3,534,984.35
1,282,258.57
3,534,984.35
1,282,258.57
3,582,338.67
1,312,051.44
-47,354.32
-29,792.87
3,534,984.35
1,282,258.57
9,536,709.72
Profit (loss) from discontinued operations
Net profit (loss) for the period
Attributable to:
Minorities
Tax reconciliation
GAS
1,899,680.94
Plus: Tax audit differences
249,226.15
Less: Deferred taxes
-434,434.59
1,714,472.50
10 9
3. The statement of adjustments of net equity as of 1-1-05 and 1-1-04, between Greek and international
accounting standards
STATEMENT OF ADJUSTMENTS OF NET EQUITY AT THE BEGINNING (01/01/2005 & 01/01/2004
RESPECTIVELY) BETWEEN GREEK ACCOUNTING STANDARDS (GAS)AND INTERNATIONAL
ACCOUNTING STANDARDS (IFRS)
Total equity according to Greek GAAP
Recording of a provision for employee benefits according to Law 2190/1920
GROUP
01/01/2005
01/01/2004
14,851,527.84
14,350,891,43
-460,480.00
-317,000.00
Elimination of multi-year depreciation expenses because they did not meet the criteria of
IAS 38
Adjustment to financial leases (difference between lease – interest and depreciation)
Transfer of cost for provision of services in the year in which it occurred
Transfer of respective income at the time in which it occurred
Accounting incorporation of contingent loss from doubtful receivables from the nonliquidation of receivables resulting from the two previous years, but in 2004 indications
were almost finalised
Offsetting error from dividends payable
Total adjustments
Total Equity according to IAS
-580,814.00
-802,918.28
296,416.76
0.00
0.00
170,593.25
-626,000.00
2,210,487.15
-1,057,573.00
0.00
2,784,800.00
263,228.03
1,245,577.79
16,097,105.63
2,701,256.00
-171,206.49
3,165,211.63
17,516,103.06
46 . Rectifications in relations to published interim financial statements
1. Group fixed investments as of 31-12-2004 are reduced and sundry debtors are increased by the amount of
50.707,64, as compared to already published statements, due to division of deferred tax receivables in long
term and short term, which had not been done in the publication of interim financial statements.
2. Group long term receivables as of 31-12-2004 are reduced and short term liabilities are equally increased
by 307.935,58, in relations to already published statements due to division of liabilities from financial leases
in long term and short term.
3. Group Minorities as of 31-12-2004 are reduced in relation to already published respective figures by
37.319,29€ and respectively the group’s equity is increased after a more rational calculation of the impact
from IFRS adjustments of the years 2003 and 2004.
4. Inventories (production in development) were reduced by 1.467.312,85 with an equal increase of cost of sales
and at the same time short term receivables were increased with an equal increase of income due to transfer of
cost of sales and equal analogy of income from 2005 to 2004 which it regarded based on the accrual basis.
5. The reordering of items between short term receivables and liabilities resulted in an equal increase of assets
and liabilities by 501,56.
6. Balance sheet as of 31/12/2004 with the differentiations in relation to the published statement as of
31/12/2005:
110
Ι. BALANCE SHEET
ASSETS
Non-current assets
Tangible assets
Intangible assets
Deferred income tax
Current assets
Inventories
Total assets
EQUITY
parent
Share capital
Share premium
Other reserves
Retained earnings
Minorities
Total equity
LIABILITIES
Deferred income tax
Employee benefits provision
Subsidies&Liabilities from financial leasing contracts
Current income tax
Short term loans
Provisions &other liabilities .-Liabilities from financial leasing
contracts
Total liabilities
Total equity and liabilities
Publication in the interim
financial statements
31.12.2004
Publication as of
31.12.05
31.12.2004
3,733,467.38
1,060,061.06
0.00
263,228.01
121,604.28
5,178,360.73
3,733,467.38
1,060,061.06
0.00
212,520.37
121,604.28
5,127,653.09
0.00
0.00
0.00
50,707.64
0.00
50,707.64
1,639,596.21
17,994,845.68
885,867.81
1,975,941.24
22,496,250.94
27,674,611.67
172,283.36
19,513,367.73
885,867.81
1,975,941.24
22,547,460.14
27,675,113.23
1,467,312.85
-1,518,522.05
0.00
0.00
-51,209.20
-501.56
8,354,400.00
3,941,804.84
679,235.06
2,413,312.56
15,388,752.46
708,353.17
16,097,105.63
8,354,400.00
3,941,804.84
679,235.06
2,450,631.85
15,426,071.75
671,033.88
16,097,105.63
0.00
0.00
0.00
-37,319.29
-37,319.29
37,319.29
0.00
0.00
460,480.00
672,396.98
1,132,876.98
0.00
460,480.00
364,461.40
824,941.40
0.00
0.00
307,935.58
307,935.58
7,165,827.87
2,139,441.70
1,139,359.49
7,165,827.87
2,139,441.70
1,139,359.49
0.00
0.00
0.00
0.00
308,437.14
-308,437.14
10,444,629.06
11,577,506.04
27,674,611.67
10,753,066.20
11,578,007.60
27,675,113.23
-308,437.14
-501.56
-501.56
Differentiations
For more information, paragraph 10 herein includes the detailed and brief quarterly figures which include the
balance sheet as of 31/12/2004.
Kallithea, 05 April 2006
CHAIRMAN OF THE BOD
MANAGING DIRECTOR
ACCOUNTING MANAGER
GEORGE THEODOSIS
EFSTRATIOS APERGIS
STAVROULA KILAKOU
11 1
5.8. TWELVE-MONTH FINANCIAL REPORT OF THE COMPANY
(REPORT OF THE BOARD OF DIRECTORS)
General comments
The year 2005 was a very important year for the development of the company’s activities. The most important
developments of the past year on a corporate level are as follows:
• The company continued the development and enrichment of its know-how in the field of content collection,
processing and management. Advanced know-how and extended experience are important assets which can
significantly contribute to the development of the group’s operations in the future.
• The company expanded the e-government services provided, enhancing its position as a reliable partner of
the Greek public sector in the field. The fact that NEWSPHONE ΗELLAS S.A. won the tender for expansion of the
Ariadne project till 2009 further proves the above statement. Moreover, within 2005 the company managed to
win tenders regarding other public projects as well, such as the “Automation system of the published National
Gazettes” for the National Printery, the project “Provision of service for an Integrated IT Systems for information
dissemination for the Organisation of Public Materials Management and for the performance of Electronic
Auctions”, the project “Development and implementation of IT systems in the secondary operations of the
Prefectures of Athens-Piraeus”. The above projects will start being executed and delivered within 2006.
• NEWSPHONE achieved the introduction of the first alternative Directory Assistance service in our country. This
service started being provided at the end of August and within a brief period of time has rendered a significant
amount of revenues and has gained public acceptance.
Comments on the Financial Results of the previous financial year
The year 2004 was a year of transition from the Greek Accounting Standards to the International Financial
Reporting Standards. The companies released their 2004 financial statements according to Greek
Accounting Standards. The first financial statements according to IFRS were published within 2005. Therefore
for 2004 there were two bodies of financial statements. Fairly and due to different accounting handling at
some accounts, the two bodies present several differences which are significant in some cases.
As regards the income statement the main data are the following:
Company revenues amounted to € 32.8 mil., up by 46% over 2004 according to IAS and by 44% according to
GAS. This significant increase in company turnover was mainly attributed to the Directory Assistance service
which was provided for the first time within 2005.
EBITDA for 2005 stood at € 7.2 mil. up by 95% and 37% over 2004 according to IAS and GAS.
Profit before tax amounted to € 5.9 mil., marking an increase of 94% and 13% over 2004 again according to IAS
and GAS respectively.
The great deviation between the two different types of accounting standards is attributed to a great extent to the
fact that IFRS adjustments resulted in charging the year 2004 with figures charging the company’s profitability
112
not only for the year 2004 but for previous years as well. According to the above, the profit margin before taxes
of the company in 2005 stood at 18.0%.
The company’s net profits after tax in 2005 amounted to € 3.9 mil., marking a spectacular increase of 182% over
2004 according to IAS and of 27% according to GAS. Please note that the year 2004 was further burdened
according to IAS by some additional taxes of € 585 th. which regarded previous years. The net profit margin
after tax of the company in 2005 stood at 11.5%.
As regards balance sheet data in 2005 we note the following:
The company made investments of € 1.9 mil. for mechanical equipment necessary for the provisions of services.
Company receivables were significantly increased in 2005 at € 27.5 mil. over € 19.1 mil. in 2004 according to
IAS. (or € 18.3 according to GAS). This increase is mainly attributed to the significant expansion of the company’s
collaboration with the Greek public sector and to the delay of receivables collection from the public sector.
However, it should be noted that the company’s two major clients, the Greek public sector and the companies of
fixed or mobile telephony are very reliable and therefore do not constitute issues of doubtful receivables.
The abovementioned expansion of the company’s receivables resulted to the significant increase of its need for
working capital, which was funded through increase of short-term borrowings, which amounted to € 8.4 mil. on
31.12.2005 over just € 500 th. in 2004.
The balance of the Suppliers account as of 31.12.2005 was also greatly increased, which is mainly attributed
to company liabilities to advertising companies and which is related to increased advertising expenses of the
company for the promotion of the new Directory assistance service.
Finally, please note that within 2005 the company increased its shareholding to the company CALL CENTER S.A.
to 70% over 50% in the previous year.
Kallithea, 20 February 2006
CHAIRMAN OF THE BOD
GEORGE THEODOSIS
VICE-CHAIRMAN OF THE BOD
MANAGING DIRECTOR
GERASIMOS SERIATOS
EFSTRATIOS APERGIS
11 3
5.9. TWELVE MONTH FINANCIAL REPORT OF THE GROUP
(REPORT OF THE BOARD OF DIRECTORS)
General comments
The group NEWSPHONE HELLAS S.A. consists except for the parent company, the companies CALL CENTER
HELLAS S.A. with 70% share and ΝΟΕΤΡΟΝ S.A. with 75% share.
Please note that the participation to the company CALL CENTER HELLAS S.A. was increased within 2005 from
50% to 70%. The activities of the said company mainly regard activities of the parent company and its personnel
is highly specialised in the services it renders. The management of the Group wanted expand the control it had
on its partner and ensure that the parent company may continue to buy its services at better prices than market
prices and for that reason it increased its participation to the company.
Both companies are consolidated with the full consolidation method.
The net results of both the companies correspond to very low amounts in relation with the total result of the group.
Therefore consolidated results are not very different from those of the parent company.
More specifically, figures of CALL CENTER HELLAS S.A. are for the most part eliminated at the preparation of
consolidated sales since they constitute intercompany transactions. Total sales of NOETRON S.A. amounted in
2005 to € 1,3 mil. representing just 3,8% of consolidated sales.
Comment on consolidated figures of the past financial year
The year 2004 was a year of transition from the Greek Accounting Standards to the International Financial
Reporting Standards. The companies published their 2004 financial statements according to Greek Accounting
Standards. The first financial statements according to IFRS were published within 2005. Therefore for 2004 there
were two bodies of financial statements. Fairly and due to different accounting handling at some accounts, the
two bodies present several differences which are significant in some cases.
As regards the income statement the main data are as follows:
Group income amounted to € 34,1 mil. up by 22% over 2004 according to IFRS and by 21% according to GAS.
This increase of the company’s turnover is mainly attributed to the operation of the new business unit of thematic
portals for the first time within 2005.
EBITDA in 2005 stood at € 7,6 mil. up by 84% and 19% over 2004 according to IFRS and GAS respectively.
Company profit before tax stood at € 5,9 mil. marking an increase of 96% and 8% respectively over 2004 again
according IFRS and GAS respectively.
As already mentioned in the company’s Management Report The great deviation between the two different
types of accounting standards is attributed to a great extent to the fact that IFRS adjustments resulted in charging
114
the year 2004 with figures charging the company’s profitability not only for the year 2004 but for previous years
as well. According to the above, the profit margin before taxes of the company in 2005 stood at 17.2%.
The company’s net profits after tax in 2005 amounted to € 3.9 mil., marking a spectacular increase of 200% over
2004 according to IAS and of 11% according to GAS. Please note that the year 2004 was further burdened
according to IAS by some additional taxes of € 585 th. which regarded previous years. The net profit margin
after tax of the company in 2005 stood at 11.3%.
As regards balance sheet data in 2005 we note the following:
The group made investments of € 2 mil. for mechanical equipment necessary for the provisions of services.
Group receivables were significantly increased in 2005 at € 29,6 mil. over € 19.5 mil. in 2004 according to IAS.
(or € 18.9 according to GAS). This increase is mainly attributed to the significant expansion of the company’s
collaboration with the Greek public sector and to the delay of receivables collection from the public sector.
However, it should be noted that the company’s two major clients, the Greek public sector and the companies of
fixed or mobile telephony are very reliable and therefore do not constitute issues of doubtful receivables.
The abovementioned expansion of the company’s receivables resulted to the significant increase of its need for
working capital, which was funded through increase of short-term borrowings, which amounted to € 9.3 mil. on
31.12.2005 over just €1.1 mil. in 2004.
The balance of the Suppliers account as of 31.12.2005 was also greatly increased, which is mainly attributed
to company liabilities to advertising companies and which is related to increased advertising expenses of the
company for the promotion of the new Directory assistance service.
We would also like to note that the decrease marked in group equity is due to the intercompany elimination for
the purchase of an additional 20% to the subsidiary company CALL CENTER HELLAS S.A. of € 2,4 mil.
Kallithea 20 February 2006
CHAIRMAN OF THE BOD
GEORGE THEODOSIS
VICE-CHAIRMAN OF THE BOD
MANAGING DIRECTOR
GERASIMOS SERIATOS
EFSTRATIOS APERGIS
11 5
5.10. DETAILED & SUMMARY INTERIM FINANCIAL STATEMENTS
COMPANY
INTERIM SUMMARY FINANCIAL STATEMENTS
BALANCE SHEET (Amounts in €)
31/3/2005
31/12/2004
30/6/2005
31/12/2004
30/9/2005
31/12/2004
ASSETS
Fixed assets
5,107,136.95
4,724,289.78
7,813,889.43
4,724,289.78
7,517,132.21
4,724,289.78
0.00
0.00
0.00
0.00
0.00
0.00
12,481,749.24
10,602,877.03
16,808,192.17
10,602,877.03
19,495,157.73
10,602,877.03
Sundry debtors
13,166,982.96
8,956,726.77
8,350,086.46
8,956,726.77
8,820,117.39
8,956,726.77
Inventories
TOTAL ASSETS
30,755,869.15 24,283,893.58 32,972,168.06 24,283,893.58 35,832,407.33 24,283,893.58
CAPITAL & LIABILITIES
Long Term liabilities
Short term bank liabilities
Other short term liabilities
766,447.32
310,088.20
775,527.31
310,088.20
756,471.97
310,088.20
4,599,541.01
500,400.10
7,199,585.10
500,400.10
10,432,047.93
500,400.10
7,875,127.26
10,502,250.32
7,875,127.26
9,056,950.21
Total liabilities (a)
14,422,938.54
Shareholders Equity
16,332,930.61
8,829,381.63
7,875,127.26
8,685,615.56 18,477,362.73
8,685,615.56 20,017,901.53
8,685,615.56
15,598,278.02
15,598,278.02
15,598,278.02
14,494,805.33
15,814,505.80
Total equity (b)
16,332,930.61 15,598,278.02 14,494,805.33 15,598,278.02 15,814,505.80 15,598,278.02
TOTAL CAPITAL AND LIABILITIES (a)+(b)
30,755,869.15 24,283,893.58 32,972,168.06 24,283,893.58 35,832,407.33 24,283,893.58
INTERIM DETAILED FINANCIAL STATEMENTS
31.3.2005
31.12.2004
30.6.2005
31.12.2004
30.9.2005
31.12.2004
ASSETS
Non-current assets
Tangible assets
3,264,168.56
2,861,936.60
3,591,418.96
2,861,936.60
3,349,895.43
2,861,936.60
Intangible assets
618,357.93
617,286.79
608,845.50
617,286.79
599,333.07
617,286.79
935,946.31
935,946.31
3,347,946.31
935,946.31
3,347,946.31
935,946.31
Deferred income tax
188,612.90
208,653.28
171,490.79
208,653.28
149,690.77
208,653.28
100,051.25
100,466.80
94,187.87
100,466.80
70,266.63
100,466.80
5,107,136.95
4,724,289.78
7,813,889.43
4,724,289.78
7,517,132.21
4,724,289.78
0.00
0.00
0.00
0.00
0.00
0.00
24,112,121.64
17,493,072.67
23,718,170.37
17,493,072.67
26,685,674.58
17,493,072.67
78,506.90
885,867.81
41,539.30
885,867.81
442,236.30
885,867.81
1,458,103.66
1,180,663.32
1,398,568.96
1,180,663.32
1,187,364.24
1,180,663.32
Current assets
Inventories
25,648,732.20 19,559,603.80 25,158,278.63 19,559,603.80 28,315,275.12 19,559,603.80
Total assets
30,755,869.15 24,283,893.58 32,972,168.06 24,283,893.58 35,832,407.33 24,283,893.58
EQUITY
Capital and reserves attributable to
Share capital
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
Share premium
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
Other reserves
Retained earnings
116
676.019.58
676.019.58
676.019.58
676.019.58
676.019.58
676.019.58
3,360,706.19
2,626,053.60
1,522,580.91
2,626,053.60
2,842,281.38
2,626,053.60
16,332,930.61
15,598,278.02
14,494,805.33
15,598,278.02
15,814,505.80
15,598,278.02
Total equity
16,332,930.61 15,598,278.02 14,494,805.33 15,598,278.02 15,814,505.80 15,598,278.02
LIABILITIES
Deferred income tax
Subsidies &Liabilities from financial leasing
contracts
0.00
0.00
0.00
0.00
0.00
0.00
219,000.00
208,000.00
235,000.00
208,000.00
238,805.00
208,000.00
547,447.32
102,088.20
540,527.31
102,088.20
517,666.97
102,088.20
766,447.32
310,088.20
775,527.31
310,088.20
756,471.97
310,088.20
8,951,523.86
5,812,791.62
10,025,944.46
5,812,791.62
7,831,140.12
5,812,791.62
Current income tax
Short term loans
Provisions & other liabilities –Liabilities from
financial leasing contracts
105,426.35
2,062,335.64
476,305.86
2,062,335.64
998,241.51
2,062,335.64
4,599,541.01
500,400.10
7,199,585.10
500,400.10
10,432,047.93
500,400.10
0.00
0.00
0.00
0.00
0.00
0.00
13,656,491.22
8,375,527.36 17,701,835.42
8,375,527.36 19,261,429.56
8,375,527.36
Total liabilities
14,422,938.54
8,685,615.56 18,477,362.73
8,685,615.56 20,017,901.53
8,685,615.56
30,755,869.15 24,283,893.58 32,972,168.06 24,283,893.58 35,832,407.33 24,283,893.58
INCOME STATEMENT (PER PERIOD)
01.01 31.3.2005
01.01 31.3.2004
01.01 30.6.2005
01.01 30.6.2004
01.01 30.9.2005
01.01 30.9.2004
Sales
6,645,655.73
6,301,624.07
13,119,736.06
11,926,090.71
22,588,244.34
17,017,128.16
Cost of sales
-4,565,722.67
-4,463,641.36
-8,334,340.31
-7,525,328.79
-13,665,884.45
-10,399,780.82
Gross profit
2,079,933.06
1,837,982.71
4,785,395.75
4,400,761.92
8,922,359.89
6,617,347.34
Other income
20,419.48
34,464.83
47,641.35
71,523.31
4,291.34
92,863.76
-466,282.01
-505,895.79
-944,254.63
-1,122,817.71
-1,974,012.65
-1,647,548.14
-482,108.42
-297,098.54
-1,193,364.52
-927,456.61
-2,133,332.90
-1,290,441.19
Other expenses (research)
-23,500.33
-23,418.94
-49,233.05
-48,300.24
-74,369.60
-78,784.56
Finance cost (net)
-45,396.31
-39,588.67
-167,518.88
-81,584.81
-322,030.18
-120,839.20
1,083,065.47
1,006,445.60
2,478,666.02
2,292,125.86
4,422,905.90
3,572,598.01
Income tax
Net profit (loss) from continued
operations
Profit from discontinued operations
Profit before tax
-348,412.88
-353,175.88
-797,338.71
-1,158,789.88
-1,421,878.12
-1,608,521.71
734,652.59
653,269.72
1,681,327.31
1,133,335.98
3,001,027.78
1,964,076.30
0.00
0.00
0.00
0.00
0.00
0.00
734,652.59
653,269.72
1,681,327.31
1,133,335.98
3,001,027.78
1,964,076.30
0.03
0.02
0.06
0.04
0.11
0.07
Profit per share from continued
operations attributable to shareholders
of the parent
11 7
GROUP
INTERIM SUMMARY FINANCIAL STATEMENTS
31/3/2005
31/12/2004
30/6/2005
31/12/2004
30/9/2005
31/12/2004
ASSETS
5,541,619.88
5,178,360.73
5,782,106.41
5,178,360.73
5,457,734.32
5,178,360.73
311,970.31
1,639,596.21
734,013.39
1,639,596.21
1,352,384.75
1,639,596.21
14,129,576.28
11,409,599.57
19,118,177.52
11,409,599.57
21,679,021.39
11,409,599.57
Sundry debtors
11,472,902.01
9,447,055.16
8,318,143.09
9,447,055.16
8,586,557.83
9,447,055.16
Fixed assets
Inventories
TOTAL ASSETS
31,456,068.48 27,674,611.67 33,952,440.41 27,674,611.67 37,075,698.29 27,674,611.67
CAPITAL & LIABILITIES
Long Term liabilities
1,554,266.22
1,132,876.98
Short term bank liabilities
5,561,992.82
Other short term liabilities
7,427,543.99
Shareholders Equity
Minorities
1,539,296.20
1,132,876.98
1,507,590.04
1,132,876.98
1,139,359.49
8,329,673.64
1,139,359.49
11,553,276.53
1,139,359.49
9,305,269.57
11,510,127.91
9,305,269.57
10,088,792.90
9,305,269.57
14,543,803.03 11,577,506.04 21,379,097.75 11,577,506.04 23,149,659.47 11,577,506.04
16,100,711.73
15,388,752.46
12,090,740.79
15,388,752.46
13,441,736.91
15,388,752.46
811,553.82
708,353.17
482,601.87
708,353.17
484,301.91
708,353.17
Total equity (b)
16,912,265.55 16,097,105.63 12,573,342.66 16,097,105.63 13,926,038.82 16,097,105.63
31,456,068.58 27,674,611.67 33,952,440.41 27,674,611.67 37,075,698.29 27,674,611.67
INTERIM DETAILED FINANCIAL STATEMENTS
31.3.2005
31.12.2004
30.6.2005
31.12.2004
30.9.2005
31.12.2004
ASSETS
Non-current assets
Tangible assets
4,169,506.78
3,733,467.38
4,450,743.86
3,733,467.38
4,220,445.12
3,733,467.38
Intangible assets
1,037,226.84
1,060,061.06
1,019,236.82
1,060,061.06
984,420.96
1,060,061.06
0.00
0.00
0.00
0.00
0.00
0.00
Deferred income tax
213,697.53
263,228.01
197,825.42
263,228.01
161,885.39
263,228.01
121,188.73
121,604.28
114,300.31
121,604.28
90,982.85
121,604.28
5,541,619.88
5,178,360.73
5,782,106.41
5,178,360.73
5,457,734.32
5,178,360.73
311,970.31
1,639,596.21
734,013.39
1,639,596.21
1,352,384.75
1,639,596.21
23,813,713.54
17,994,845.68
25,810,775.31
17,994,845.68
28,092,653.43
17,994,845.68
78,506.90
885,867.81
41,539.30
885,867.81
442,236.30
885,867.81
1,710,257.85
1,975,941.24
1,584,006.00
1,975,941.24
1,730,689.49
1,975,941.24
Current assets
Inventories
25,914,448.60 22,496,250.94 28,170,334.00 22,496,250.94 31,617,963.97 22,496,250.94
Total assets
31,456,068.48 27,674,611.67 33,952,440.41 27,674,611.67 37,075,698.29 27,674,611.67
EQUITY
Capital and reserves attributable to
Share capital
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
8,354,400.00
Share premium
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
3,941,804.84
Other reserves
679,235.06
679,235.06
679,235.06
679,235.06
679,235.06
679,235.06
Retained earnings
Minorities
118
3,143,120.54
2,413,312.56
-884,699.11
2,413,312.56
466,297.01
2,413,312.56
16,118,560.44
15,388,752.46
12,090,740.79
15,388,752.46
13,441,736.91
15,388,752.46
793,705.01
708,353.17
482,601.87
708,353.17
484,301.91
708,353.17
Total Equity
16,912,265.45 16,097,105.63 12,573,342.66 16,097,105.63 13,926,038.82 16,097,105.63
LIABILITIES
Deferred income tax
Subsidies &Liabilities from financial leasing
contracts
0.00
0.00
0.00
0.00
0.00
0.00
432,080.00
460,480.00
461,880.00
460,480.00
449,377.00
460,480.00
1,122,186.22
672,396.98
1,077,416.20
672,396.98
1,058,213.04
672,396.98
1,554,266.22
1,132,876.98
1,539,296.20
1,132,876.98
1,507,590.04
1,132,876.98
7,308,245.40
7,165,827.87
11,033,822.05
7,165,827.87
9,090,551.39
7,165,827.87
119,298.59
2,139,441.70
476,305.86
2,139,441.70
998,241.51
2,139,441.70
5,561,992.82
1,139,359.49
8,329,673.64
1,139,359.49
11,553,276.53
1,139,359.49
0.00
0.00
0.00
0.00
0.00
0.00
Current income tax
Short term loans
Provisions & other liabilities .-Liabilities from
financial leasing contracts
12,989,536.81 10,444,629.06 19,839,801.55 10,444,629.06 21,642,069.43 10,444,629.06
Total liabilities
14,543,803.03 11,577,506.04 21,379,097.75 11,577,506.04 23,149,659.47 11,577,506.04
31,456,068.48 27,674,611.67 33,952,440.41 27,674,611.67 37,075,698.29 27,674,611.67
INCOME STATEMENT (PER PERIOD)
Sales
01.01 31.3.2005
01.01 31.3.2004
01.01 30.6.2005
01.01 30.6.2004
01.01 30.9.2005
01.01 30.9.2004
7,012,215.20
7,813,541.77
13,902,987.70
14,858,063.71
23,607,048.47
21,862,862.33
Cost of sales
-4,450,556.58
-5,699,282.58
-8,377,707.32
-9,600,962.90
-13,511,024.36
-13,911,614.27
Gross profit
2,561,658.62
2,114,259.19
5,525,280.38
5,257,100.81 10,096,024.11
7,951,248.06
1,289.29
34,464.83
3,342.42
71,612.44
4,117.42
74,515.79
Selling expenses
-529,739.97
-569,510.98
-1,071,563.95
-1,249,066.02
-2,158,017.85
-1,796,940.41
-751,944.71
-531,972.01
-1,698,720.11
-1,561,483.49
-2,977,120.07
-2,298,303.08
Other expenses (research)
-23,500.33
-23,418.94
-49,233.05
-48,300.24
-74,369.60
-78,784.86
Finance cost (net)
-65,366.08
-45,593.44
-210,489.85
-102,061.54
-400,642.59
-161,100.02
1,192,396.82
978,228.65
2,498,615.84
2,367,801.96
4,489,991.42
3,690,635.48
Other income
Profit before tax
Income tax
-377,237.00
-362,013.94
-825,578.81
-1,186,422.89
-1,464,258.23
-1,652,711.57
815,159.82
616,214.71
1,673,037.03
1,181,379.07
3,025,733.19
2,037,923.91
Profit from discontinued operations
0.00
0.00
0.00
0.00
0.00
0.00
815,159.82
616,214.71
1,673,037.03
1,181,379.07
3,025,733.19
2,037,923.91
782,634.23
628,590.46
1,684,177.76
1,159,135.11
3,023,866.98
2,005,072.19
32,525.59
-12,375.75
-11,140.73
22,243.96
1,866.21
32,851.72
815,159.82
616,214.71
1,673,037.03
1,181,379.07
3,025,733.19
2,037,923.91
0.03
0.02
0.06
0.04
0.11
0.07
Attributable to :
Minorities
Earnings per share from continued
operations attributable to shareholders
of the parent
Basic
11 9
APPENDIX
I. CONSOLIDATED AND COMPANY SUMMARY ANNUAL DATA
AND INFORMATION
AUDIOTEXT, CONTENT AND APPLICATIONS SERVICES
NEWSPHONE HELLAS S.A. AUDIOTEX
Company’s No 33090/06/Β/95/3 in the register of Societes Anonymes
DATA AND INFORMATION FOR THE PERIOD FROM 1 JANUARY TILL 31 DECEMBER 2005
The following figures and information intend to provide a general overview on the financial position and results of the Company
“NEWSPHONE HELLAS S.A.” and the Group. Readers that want to have a complete view of the financial position and results should
gain access to the annual financial statements prepared under International Financial Reporting Standards, as well as the auditors
report. Indicatively, the reader could visit the Company’s website, where the said financial statements can be found.
COMPANY DETAILS
Headquarters:
No in the register of Societes Anonymes
280, Thiseos Av., 176 75 Kallithea
33090/06/Β/95/3
Supervisory Authority:
Ministry of Development
Department of Societes Anonymes
Board of Directors:
George Theodosis, Gerasimos Seriatos, Efstratios Apergis,
Athanassios Argyropoulos, Spyridon Pyromallis,
Dimitrios Tranakas
Date of approval of the Financial Statements:
Certified Auditor-Accountant:
Audit Company:
Type of Financial Statements:
Company’s web address:
20/2/2006
Loukisa S. Regina
SOL S.A.
Annual Financial Statements FY 2005
www.newsphone.gr
BALANCE SHEET (amounts in th. €)
ASSETS
Fixed Assets
Inventories
SUNDRY DEBTORS
TOTAL ASSETS
CAPITAL AND LIABILITIES
Long-term liabilities
Short-term bank liabilities
Other short-term liabilities
Share Capital
GROUP
31/12/2005
31/12/2004
5,692,094.94
5,127,653.09
119,534.00
172,283.36
24,944,964.62
12,876,912.42
7,689,649.02
9,498,264.36
38,446,242.58
27,675,113.23
COMPANY
31/12/2005
31/12/2004
7,850,135.96
4,674,289.80
0.00
0.00
23,023,456.59
12,070,189.88
6,836,759.21
9,006,726.75
37,710,351.76
25,751,206.43
960,675.83
9,347,807.62
13,386,053.80
23,694,537.25
8,354,400.00
674,283.54
8,403,667.37
11,881,017.18
20,958,968.09
8,354,400.00
824,941.40
1,139,359.49
9,613,706.71
11,578,007.60
8,354,400.00
245,827.59
500,400.10
9,406,700.72
10,152,928.41
8,354,400.00
12 1
APPENDIX
Other Shareholders’ Equity
Net Shareholders’ Equity
Minority rights
Total Equity (b)
5,955,702.16
14,310,102.16
441,603.17
14,751,705.33
38,446,242.58
7,071,671.75
15,426,071.75
671,033.88
16,097,105.63
27,675,113.23
8,396,983.67
16,751,383.67
0.00
16,751,383.67
37,710,351.76
7,243,878.02
15,598,278.02
0.00
15,598,278.02
25,751,206.43
INCOME STATEMENT FOR THE PERIOD (amounts in th. €)
GROUP
Sales
Gross profit. (loss)
EBIT
EBITDA
Profit/(loss) before taxes
Less taxes
Profit/(loss) after taxes
Attributable to:
Shareholders
Minority interest
Earnings per share - basic (in euro)
Suggested divident per share (in euro)
01/01/200531/12/2005
01/01/200431/12/2004
01/10/200531/12/2005
01/10/200431/12/2004
34,165,158.59
14,945,817.94
7,571,020.29
6,439,161.78
5,874,444.05
2,023,044.35
3,851,399.70
28,032,824.30
9,536,709.72
3,918,745.85
3,125,511.33
2,996,731.07
1,714,472.50
1,282,258.57
10,558,110.12
4,849,793.83
1,917,569.31
1,552,645.19
1,384,452.63
558,786.12
825,666.51
6,169,961.97
1,585,461.66
-480,658.06
-651,708.38
-693,904.41
61,760.93
-755,665.34
3,850,545.82
853.88
0.14
0.10
1,312,051.44
-29,792.87
0.05
0.10
826,678.84
-1,012.33
0.03
-693,020.75
-62,644.59
0.00
COMPANY
Sales
Gross profit. (loss)
EBIT
EBITDA
Profit/(loss) before taxes
Less taxes
Profit/(loss) after taxes
Attributable to:
Shareholders
Minority interest
Earnings per share - basic (in euro)
Suggested divident per share (in euro)
122
01/01/200531/12/2005
01/01/200431/12/2004
01/10/200531/12/2005
01/10/200431/12/2004
32,758,375.00
13,856,187.08
7,150,379.05
6,343,140.62
5,897,397.68
1,959,492.03
3,937,905.65
22,434,145.87
7,797,818.63
3,667,731.21
3,108,782.69
3,046,261.84
1,651,340.91
1,394,920.93
10,170,130.66
4,933,827.19
1,866,118.28
1,602,260.88
1,474,491.78
537,613.91
936,877.87
5,417,017.71
1,180,471.29
-394,518.24
-510,227.86
-526,336.17
42,819.20
-569,155.37
3,937,905.65
1,394,920.93
936,877.87
-569,155.37
0.14
0.10
0.05
0.10
0.03
0.00
APPENDIX
TABLE OF ADJUSTMENTS IN EQUITY AT THE BEGINNING OF THE PERIOD (01/01/2005 AND 01/
01/2004 RESPECTIVELY) BETWEEN GREEK ACCOUNTING STANDARDS (GAS) AND INTERNATIONAL
FINANCIAL REPORTING STANDARDS (IFRS)
GROUP
1/1/2005
1/1/2004
14.851.527.84 14.350.891.43
Equity Balance according to GAS
COMPANY
1/1/2005
1/1/2004
14.129.550.80 13.777.856.73
Provision for employee retirement obligation according to
L. 2190/1920
-460,480.00
-317,000.00
-208,000.00
-159,000.00
Elimination of multi-year depreciation expenses because
they did not fulfill the criteria of IAS 38
-580,814.00
-802,918.28
-552,150.41
-754,396.45
Adjustment of financial leases (difference between leaseinterest and depreciation)
296,416.76
170,593.25
163,997.55
129,525.13
Transfer of cost for provision of services in the year in which
they incurred
0.00
-626,000.00
0.00
-626,000.00
Transfer of respective income at the time in which they
incurred
0.00
2,210,487.15
0.00
2,064,487.15
-1,057,573.00
0.00
-928,573.00
0.00
2,784,800.00
263,228.03
1,245,577.79
16,097,105.63
2,701,256.00
-171,206.49
3,165,211.63
17,516,103.06
2,784,800.00
208,653.08
1,468,727.22
15,598,278.02
2,701,256.00
-229,115.47
3,126,756.36
16,904,613.09
Accounting incorporation of contingent loss from doubtful
receivables for the last two years previously estimated that
they will not be liquidated, which in the year 2004 these
estimates were almost finalized.
Offsetting error from payable dividends
Total adjustments
Equity Balance according to IFRS
CASH FLOW STATEMENTS (amounts in th. €)
GROUP
1/1-31/12/2005
1/1-31/12/2004
Operating Activities
Proceeds from receivables
Payments to suppliers, employees, etc.
Tax return payments
Interests paid
Total inflows/ outflows from operating
activities (a)
Investing Activitites
Payments for the purchase of tangible and
intangible assets
Proceeds from sale of tangible and
intangible assets
Proceeds (payments) from the sale
(acquisition) of subsidiaries, affiliated
companies, joint-ventures, etc.
Proceeds (payments) from the sale
(purchase) of financial instruments
(shares,securities)
COMPANY
1/1-31/12/2005
1/1-31/12/2004
18,666,123.44
-17,789,059.04
-963,028.96
-627,460.59
30,670,339.30
-25,557,318.76
-494,037.19
-215,276.33
20,782,132.19
-20,003,610.97
-1,044,957.55
-508,409.51
22,433,402.36
-17,682,301.69
-709,687.44
-148,838.80
-713,425.15
4,403,707.02
-774,845.84
3,892,574.43
-1,846,928.24
-1,927,517.35
-1,731,785.86
-833,817.33
218,756.34
59,149.79
178,235.06
28,350.69
0.00
0.00
-2,412,000.00
0.00
-2,412,000.00
0.00
0.00
0.00
12 3
APPENDIX
Interests collected
Dividends collected
Total inflows/ outflows from investing
activities (b)
Financing Activities
Proceeds from share capital increase
Proceeds from issued loans
Payments from loans
Payments of liabilities from financial
leases (capital installments)
Dividends paid
Total inflows/ outflows from financing
activities (c)
Net increase (decrease) in cash and
cash equivalents (a)+(b)+(c)
Cash and cash equivalents at the
beginning of the period
Cash and cash equivalents at the
end of the period
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
-4,040,171.90
-1,868,367.56
-3,965,550.80
-805,466.64
0.00
38,492,716.70
-29,933,193.21
0.00
9,214,779.08
-7,911,179.54
0.00
37,253,532.16
-28,851,194.30
0.00
7,472,515.98
-7,544,976.53
-523,736.11
-292,168.67
-243,568.38
-98,706.87
-2,726,030.47
-2,679,395.53
-2,726,030.47
-2,679,395.53
5,309,756.91
-1,667,964.66
5,432,739.01
-2,850,562.95
556,159.86
867,374.80
692,342.37
236,544.84
1,975,941.24
1,108,566.44
1,180,663.32
944,118.48
2,532,101.10
1,975,941.24
1,873,005.69
1,180,663.32
STATEMENT OF CHANGES IN EQUITY (amounts in th.€)
GROUP
Equity balance at the beginning of the period
Distribution of dividends
Profit after taxes for the period
Change in Equity from the acquisition of an additional
share of a subsidiary
Equity balance at the end of the period (31/12/
2004 respectively)
124
COMPANY
1/1/2005
16,097,105.63
-2,784,800.00
3,851,399.70
1/1/2004
17,516,103.06
-2,701,256.00
1,282,258.57
1/1/2005
15,598,278.02
-2,784,800.00
3,937,905.65
1/1/2004
16,904,613.09
-2,701,256.00
1,394,920.93
-2,412,000.00
0.00
0.00
0.00
14,751,705.33
16,097,105.63
16,751,383.67
15,598,278.02
APPENDIX
ADDITIONAL DATA AND INFORMATION
1. The company has filed suits against third parties of 16.7 mil. €, while the suits filed against the company amount to 3 mil. €. These cases are
presented in detail in note 4.5.
2. The average number of people employed by the Group amounts to 569 people and by the parent company 170 respectively.
3. The parent company NEWSPHONE HELLAS S.A. has been tax audited through FY 2002, its subsidiary “CALL CENTER HELLAS S.A.” through
FY 2001, while its subsidiary “NOETRON S.A.” has not been tax audited since its establishment in 2003. Therefore, the company’s tax
obligations have not yet been finalized.
4. Consolidated sales, as well as the Cost of Goods Sold was reduced from intercompany transactions of 5,800,382.99 euro, receivables and
liabilities were reduced from intercompany transactions of approximately 1,039,507.95 euro, while intercompany eliminations of equity
amounted to 3,987,083.94 euro and of investments to 3,540,187.31 euro.
5. Company’s investments in fixed assets as of 31-12-2004 were reduced and the sundry debtors were increased of 49,999.98 and 50,707.64
respectively, in relation to the figures already published, due to a more correct allocation, namely of the deferred receivables from taxes.
6. Company and Group long-term liabilities as of 31-12-2004 were reduced and the short-term liabilities were equally increased of
64,260.61and 307,935.58 respectively, in relation to the figures already published, due to a more correct allocation of financial leasing
liabilities
7. Group minority interests as of 31-12-2004 were reduced in relation to the figures already published by an amount of 37,319.29 which is
due to a more correct calculation mainly on differences from the adjustments of IFRS in the financial year 2003.
8. Regarding differences in the accounts of investments in fixed assets, long-term liabilities and minority rights, in relation to the figures published
as of 31-12-2004, they are due to more precise calculations. These figures are presented in more detail in note 50 of the appendix.
9. The parent company acquired 134,000 shares of the subsidiary CALL CENTER HELLAS S.A. increasing its share of participation from 50%
to 70% respectively.
10. The consolidated financial statements include the following companies:
Corporate name
NOETRON S.A.
CHAIRMAN OF THE BOD
GEORGE THEODOSIS
ID No Κ-820079
Headquarters
280, THISEOS AVE. KALLITHEA
280, THISEOS AVE. KALLITHEA
Kallithea, February 20, 2006
MANAGING DIRECTOR
EFSTRATIOS APERGIS
ID No Ξ-110267
Share of participation
70.00%
75.00%
Μέθοδος Ενοποίησης
Full
Full
ACCOUNTING MANAGER
STAVROULA KILAKOU
License No Α’17315
We inform you that the Company “NEWSPHONE HELLAS – ANONYME COMMERCIAL COMPANY – TELESOUNDINFORMATION
SERVICES – COMPLETED IT AND COMMUNICATION SERVICES” proceeds with a republication of the FY 2005 figures and information
in order to comply with the publication formalities provided for in the ministerial decision ΑΠ/172/10-1-2006 which was published on the
website of the Athens Stock Exchange on February 23, 2006.
12 5
APPENDIX
II. REPORT OF TRANSACTIONS WITH AFFILIATED COMPANIES
Η The company “ NEWSPHONE HELLAS – ANONYME COMMERCIAL COMPANY – TELESOUNDINFORMATION
SERVICES – COMPLETED IT AND COMMUNICATION SERVICES” which is headquartered in Kallithea, Attica
and its offices are on a building at 280, Thisseos Ave. and is affiliated with the following companies as per article
42e par. 5 of Cod. Law 2190/1920.
1. “CALL CENTER HELLAS S.A. – Commercial Company of Communication Services” which is headquartered in
Kallithea, Attica (280 Thisseos Ave.) and is legally represented.
2. “NOETRON S.A. ADVANCED APPLICATIONS OF IT SYSTEMS “which is headquartered in Kallithea, Attica
(280 Thisseos Ave.) and is legally represented.
3. “ATHINAIKI KTIMATOEMPORIKI TECHNICAL COMPANY S.A. “ which is headquartered in Athens (49-51 Ag.
Konstantinou Street) and is legally represented.
4. “FERGON S.A. ENERGY – TELECOMMUNICATIONS – MEDICAL MACHINERY & CONSUMABLES
COMMERCIAL COMPANY “which is headquartered in Kallithea, Attica (280 Thisseos Ave.) and is legally
represented.
5. “TRAVEL PLUS LTD TRAVELLING COMPANY “, which is headquartered in Votanikos, Attica (23 – 25 Servion
Street) and is legally represented.
6. “Ν. APERGIS AND BROS LTD.”, which is headquartered in Glyfada, Attica (3, Ioannou Metaxa Street) and is
legally represented.
7. “E. APERGIS – M.E. DIMITROKALLI LTD.” which is is headquartered in Kallithea, Attica (282 Thisseos Ave.) and
is legally represented..
8. “ΤΕΚΝΟ S.A. REAL ESTATE AND CONSTRUCTIONS COMPANY“, which is headquartered in Halandri, Attica
(22Α, Papanikoli Street, Postal Code 152 32) and is legally represented.
9. “MWG POLITICS S.A. COMMERCIAL AND ADVERTIZING COMPANY”, which is headquartered in Athens (5,
Hatzigianni Mexi, Postal Code 115-28) and legally represented.
10. “ASHLEY & HOLMES S.A. COMMERCIAL AND ADVERTIZING COMPANY”, which is headquartered in
Halandri, Attica (22Α, Papanikoli Street, Postal Code 152 32) and is legally represented.
For the financial year 2005 the following transactions have occurred between the company NEWSPHONE
HELLAS S.A. and the affiliated companies with the respective income and expenses:
With the company Call Center Hellas S.A.:
1. From the company Call Center Hellas S.A. an income occurred for the company NEWSPHONE HELLAS S.A.
amounting to euro 62,573.90 from the leasing contract as of 1-3-2003 on the property on 282, Thisseos Ave.
2. From the company Call Center Hellas S.A. an expense occurred for the company NEWSPHONE HELLAS S.A.
amounting to euro 1,912,091.40 from the contract as of 1-7-2003 for the appointment by NEWSPHONE
HELLAS S.A. to Call Center Hellas SA of part of the ARIADNE project, as it was extended with the private
agreement as of 1-2-2005, and as it was extended and amended with the private agreement as of 1-102005.
amounting to euro 377,405.25 from the contract as of 3-1-2004 for the appointment from NEWSPHONE
HELLAS S.A. to Call Center Hellas SA of part of the project undertaken for the account of the Social Security
Organisation (IKA).
126
APPENDIX
amounting to euro 9,899.15 from the contract as of 25-4-2001 for the collaboration of the two companies in
the provision of services and staff.
amounting to euro 19,284.00 from the leasing contract as of 24-2-2004 for the 4th floor property on 280
Thisseos Ave.
amounting to euro 650,771.94 from the contract as of 1-10-2004 for the appointment by NEWSPHONE
HELLAS S.A. to Call Center Hellas SA of part of the project undertaken for the account of the Hellenic Railways
Organisation (OSE), as it was extended and amended according to the private agreement as of 1-7-2005.
amounting to euro 46,602.57 from the contract as of 1-10-2004 for the appointment by NEWSPHONE HELLAS
S.A. to Call Center Hellas SA of part of the project undertaken for the account of the Youth & Sport Organisation
(ONA).
HELLAS S.A. to Call Center Hellas SA of part of the project undertaken for the account of Agricultural Insurance
Organisation.
HELLAS S.A. to Call Center Hellas SA of part of the project for the telephone number 11880.
10. From the company Call Center Hellas S.A. an expense occurred for the company NEWSPHONE HELLAS
S.A. amounting to euro 42,987.00 from the contract as of 1-12-2005 for the appointment by NEWSPHONE
HELLAS S.A. to Call Center Hellas SA of part of the project undertaken for the account of PANAFON.
amounting to euro 148,442.00 from the agreement as of 1-12-2005 for the cover by NEWSPHONE HELLAS
S.A. on behalf of Call Center Hellas SA of 40% of the expenses for the maintenance and general use of the
common places, things and facilities of the building on Thisseos avenue in Kallithea Attica.
With the company NOETRON S.A.:
1. From the company NOETRON S.A. an expense occurred for the company NEWSPHONE HELLAS S.A.
amounting to euro 340,000.00 from the contract as of 1-10-2005 for the sale and installation of software for
the needs of the project 11880 and the Citizen Service Centres (KEP).
amounting to euro 321,693.75 from the contract as of 1-3-2005 for the sale and installation of software for
the needs of the project of the Government Gazette.
amounting euro 240,000.00 from the contract as of 1-1-2005 for the appointment by NEWSPHONE HELLAS
S.A. to NOETRON S.A. of the maintenance and support of the software for organising and promoting citizens’
requests, as it was extended with the private agreement as of 1-4-2005.
amounting to euro 471.00 for the purchase of fixed equipment.
12 7
APPENDIX
With the company FERGON S.A.:
From the company FERGON S.A. an expense occurred for the company NEWSPHONE HELLAS S.A. amounting
to euro 1,200.00 from the leasing contract as of 15-1-2002 for the property on 280 Thisseos Avenue from
NEWSPHONE HELLAS S.A. to FERGON as amended with the private agreements as of 23-4-2004 and 18-52004 .
With the company ASHLEY & HOLMES S.A.:
1. From the company ASHLEY & HOLMES S.A. an expense occurred for the company NEWSPHONE HELLAS
S.A. amounting to euro 228,439.80 from the contract as of 7-7-2003 for the appointment by NEWSPHONE
HELLAS S.A. to ASHLEY & HOLMES S.A. for the creation of TV spots and other services promoting the services
of NEWSPHONE HELLAS S.A.
With the company E. APERGIS – Μ.Ε. DIMITROKALLI LTD.:
From the company E.APERGIS – M.E. DIMITROKALLI LTD. an income occurred for the company NEWSPHONE
HELLAS S.A. amounting to euro 3,753.00 from the leasing contract as of 8-9-2004 for the property on 282
Thisseos Avenue from NEWSPHONE HELLAS S.A. to E. APERGIS – M.E. DIMITROKALLI LTD.
For the financial year 2005 the following transactions have occurred between the company Call Center Hellas
S.A. and its affiliated companies with the respective income and expenses:
With the company ASHLEY & HOLMES S.A.:
From the company ASHLEY & HOLMES S.A. an income occurred for the company Call Center Hellas S.A.
amounting to 4,479.19 from the contract for carrying out by the former of an outgoing calls project on behalf of
the second.
With the company NOETRON S.A.:
From the company NOETRON S.A. an income occurred for the company Call Center Hellas S.A. amounting to
21,101.80 from the leasing contract as of 24-7-2003 for the property on 280 Thisseos Avenue from Center
Hellas S.A. to NOETRON S.A.
The President of the
BoD
128
The Vice-President
The Managing
Director
The Members
APPENDIX
III. INFORMATION OF ARTICLE 10 OF L. 3401/2005
For the period 1/1/2005 – 26/5/2006 the company made available to the investment public the following
information, which can be found in its website www.newsphone.gr:
Date
Information
Website
23.05.2006
New Board of Directors
www.newsphone.gr
19.05.2006
NEWSPHONE HELLAS undertook the project of directory assistance services
provided by VODAFONE, through the number 11833
www.newsphone.gr
18.05.2006
Q1 2006 consolidated financial results according to IFRS
www.newsphone.gr
11.04.2006
Disclosure – Correct repetition
www.newsphone.gr
07.04.2006
Disclosure
www.newsphone.gr
05.04.2006
Participation in a two-day conference of SAL. OPPEINHEIM Bank
www.newsphone.gr
09.03.2006
Presentation to the Association of Athens Stock Exchange Members
www.newsphone.gr
09.03.2006
Re-publication of the company’s FY 1005 data and information
www.newsphone.gr
24.02.2006
FY 2005 consolidated financial results according to IFRS
www.newsphone.gr
07.02.2006
Rectification of several amounts of the Data and Information for the period
1/1/05 - 30/6/05 as well as of the Interim Financial Statements of the same
period
www.newsphone.gr
26.01.2006
NEWSPHONE HELLAS S.A. undertakes the continuation of the ARIADNE
project
www.newsphone.gr
19.01.2006
Departure of a Manager from the company
www.newsphone.gr
10.01.2006
NEWSPHONE HELLAS undertakes the installation of IT systems to the
Prefectures of Athens – Piraeus
www.newsphone.gr
09.12.2005
Enhancement of shares liquidity
www.newsphone.gr
29.11.2005
Foreign institutional investors placement to NEWSPHONE HELLAS
www.newsphone.gr
28.11.2005
Disclosure for the acquisition of shares
www.newsphone.gr
23.11.2005
Disclosures for change in the share of participation
www.newsphone.gr
10.11.2005
9M 2005 consolidated financial results according to IFRS
www.newsphone.gr
30.09.2005
H1 2005 financial results
www.newsphone.gr
26.09.2005
Completion of the placement to foreign and Greek institutional investors of
a shareholding of the company NEWSPHONE HELLAS S.A. from the main
shareholders, the President, Mr. Theodosis Georgios and the Managing
Director, Mr. Apergis Efstratios.
www.newsphone.gr
23.09.2005
Corporate presentation of Newsphone Hellas S.A. to a two-day conference
of Sal Oppenheim Bank
www.newsphone.gr
06.07.2005
Pre-announcement of transactions
www.newsphone.gr
05.07.2005
Participation to the process of undertaking projects from the Public
Sector
www.newsphone.gr
01.07.2005
Q1 2005 financial results
www.newsphone.gr
27.06.2005
Dividend distribution of 0.10 euro per share.
www.newsphone.gr
27.06.2005
Decisions of the General Meeting of Shareholders
www.newsphone.gr
03.05.2005
Performance of transactions
www.newsphone.gr
12 9
APPENDIX
08.04.2005
www.newsphone.gr
06.04.2005
www.newsphone.gr
06.04.2005
Acquisition of 134,000 shares of the subsidiary CALL CENTER HELLAS
www.newsphone.gr
31.03.2005
www.newsphone.gr
09.03.2005
NEWSPHONE HELLAS S.A. undertakes a project for the account of the
National Printing Office.
www.newsphone.gr
07.03.2005
The Annual Ordinary General Meeting of Shareholders will be held within
June 2005.
www.newsphone.gr
01.03.2005
FY 2004 financial results
www.newsphone.gr
09.02.2005
Signing of a Contract with the Hellenic Ministry of the Interior, Public
Administration and Decentralisation, of 3,280,000.00 euro.
www.newsphone.gr
130
APPENDIX
IV. IV. ANNUAL FINANCIAL STATEMENTS, AUDIT REPORTS &
REPORTS OF THE BOARD OF DIRECTORS OF COMPANIES
INCORPORATED IN THE CONSOLIDATED FINANCIAL
STATEMENTS OF “NEWSPHONE HELLAS S.A.”
• The annual financial statements, the auditors’ reports and the reports of the Board of Directors on a
corporate and consolidated level of “NEWSPHONE HELLAS S.A.” are posted on the Company’s website
www.newsphone.gr
• The annual financial statements, the auditors’ reports and the reports of the Board of Directors of “CALL CENTER
HELLAS S.A”, a Company which is incorporated in the consolidated financial statements of “NEWSPHONE
HELLAS S.A.” are posted on the website www.callcenter.gr
• The annual financial statements, the auditors’ reports and the reports of the Board of Directors of “NOETRON
S.A.”, a Company which is incorporated in the consolidated financial statements of “NEWSPHONE HELLAS S.A.”
are posted on the website www.noetron.gr
13 1
relate
Designed - Produced:
280, Thiseos Av., 176 75 Kallithea. Τel.: +30 210 9472222 , Fax: +30 210 9472223
www.newsphone.gr

or share capital of other companies at 31.12.2005

Transcription

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