Hellenic Telecommunications Organization S.A. Annual Financial Report
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HHEELLLLEENNIICC TTEELLEECCOOMMMMUUNNIICCAATTIIOONNSS OORRGGAANNIIZZAATTIIOONN SS..AA.. AANNNNUUAALL FFIINNAANNCCIIAALL RREEPPOORRTT For the period from January 1, 2018 to December 31, 2018 (TRANSLATED FROM THE GREEK ORIGINAL) In accordance wiith Artiiclle 4 of Law 3556/2007 TABLE OF CONTENTS I. STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS II. ANNUAL REPORT OF THE BOARD OF DIRECTORS III. AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS IV. ANNUAL FINANCIAL STATEMENTS V. FINANCIAL DATA AND INFORMATION I. STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS 3 STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS (In accordance with article 4 par. 2 of Law 3556/2007) The members of the Board of Directors of HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A.: 1. Michael Tsamaz, Chairman and Managing Director 2. Charalampos Mazarakis, Board Member 3. Panagiotis Tabourlos, Vice Chairman of the Board of Directors We confirm that to the best of our knowledge: a. The enclosed Annual Financial Statements of the HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. for the period January 1, 2018 to December 31, 2018, which have been prepared in accordance with the applicable accounting standards, present in a true manner the assets liabilities, equity and the results of the HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. as well as of the companies included in the consolidated financial statements taken as a whole; and b. The enclosed Annual Report of the Board of Directors presents in a true manner the development, performance and the financial position of the HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A.as well as of the companies included in the consolidated financial statements taken as a whole; including the description of the risks and uncertainties they are facing. Maroussi, February 20, 2019 Chairman & Managing Director Board Member Vice Chairman of the BoD Michael Tsamaz Charalampos Mazarakis Panagiotis Tabourlos The two members of the Board of Directors, who have signed the above statements, have been authorized to do so in accordance with the decision of the Company’s Board of Directors of February 20, 2019. 4 II. ANNUAL REPORT OF THE BOARD OF DIRECTORS 5 TABLE OF CONTENTS A. FINANCIAL AND OPERATIONAL HIGHLIGHTS OF 2018 B. OBJECTIVES & STRATEGY C. SIGNIFICANT EVENTS OF THE YEAR 2018 D. RISKS AND UNCERTAINTIES FOR THE NEXT YEAR Ε. NON FINANCIAL REPORT - SUSTAINABLE DEVELOPMENT F. CORPORATE GOVERNANCE STATEMENT G. MATERIAL TRANSACTIONS WITH RELATED PARTIES H. SIGNIFICANT EVENTS AFTER THE YEAR END I. INFORMATION REGARDING ACQUIRED OWN SHARES IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 16 par. 9 OF C.L. 2190/1920 AND, AS OF 1-1-2019, OF ARTICLE 50 PARAGRAPH 2 OF LAW 4548/2018. J. INFORMATION ACCORDING TO ARTICLE 4 par. 7 OF LAW 3556/2007 K. ALTERNATIVE PERFORMANCE MEASURES (APMs) 6 ANNUAL REPORT OF THE BOARD OF DIRECTORS The report of the Board of Directors of the HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (hereinafter referred to as “OTE” or the “Company”) was prepared in accordance with the provisions of C.L. 2190/1920 as such have been replaced, as of 1-1-2019, by articles 150-154 of Law 4548/2018, article 4 of Law 3556/2007 and article 2 of Decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission and refers to the Annual Financial Statements (Consolidated and Separate) as of December 31, 2018, and the year then ended. The OTE Group (the “Group”) apart from the Company also includes subsidiaries over which OTE has direct or indirect control. The Consolidated and Separate Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (E.U.). This report includes the actual depiction of the progress and performance of the Company's business and its financial position, for the period from January 1, 2018 to December 31, 2018, its objectives and its strategy, the significant events which took place in 2018, as well as the most significant events following the year end. The report also contains a description of the main risks and uncertainties for the next year, non-financial information - sustainable development report, the Corporate Governance statement, the material transactions with the Company’s and the Group’s related parties and additional information as required by the respective law. OTE’s Financial Statements (consolidated and company statements), Auditor’s Report on the Financial Statements and the Annual Management Report of the Board of Directors of OTE S.A can be found on the following link: https://www.cosmote.gr/cs/otegroup/en/oikonomikes_katastaseis_omilou_ote_kai_ae.html Furthermore, the Financial Statements and the Auditors’ Reports on the Financial Statements of the OTE Group consolidated companies that are not listed in the stock exchange (in accordance with Capital Markets Board of Director’s decision 8/754/14.04.2016) can be found on the following link: https://www.cosmote.gr/cs/otegroup/en/oikonomikes_katastaseis_etairiwn_omilou.html A.FINANCIAL AND OPERATIONAL HIGHLIGHTS OF 2018 Group Revenues (Euro million) 2018 2017 Change Greece 2,887.6 2,845.9 +1.5% Romania 933.2 972.0 -4.0% Eliminations (22.1) (21.0) +5.2% OTE GROUP 3,798.7 3,796.9 +0.0% Group Adjusted EBITDA (Euro million)* 2018 2017 Change Greece 1,180.5 1,135.0 +4.0% Margin(%) 40.9% 39.9% +1.0pp Romania 136.3 160.1 -14.9% Margin(%) 14.6% 16.5% -1.9pp OTE GROUP 1,316.8 1,295.1 +1.7% Adjusted EBITDA margin (%) 34.7% 34.1% +0.6pp * Alternative Performance Measures: For details on purpose and calculations refer to Section K, Alternative Performance Measures Section OTE Group’s consolidated revenues totaled to Euro 3,798.7 million in 2018, remaining almost unchanged compared to 2017. On a country basis, Greece total revenues increased by 1.5% to Euro 2.887,6 million, result of solid performance in both fixed broadband which benefited from the impressive take up of fiber services as well as from mobile operations. Mobile Service revenues in Greece were down 1.6% in 2018 reflecting the adoption of IFRS 15; excluding this factor mobile service revenues posted an increase of 1.3%. Mobile service revenue growth, for a second consecutive year, was driven by the increase in data services, and visitor’s roaming. Revenues from wholesale business were also up in Greece mainly reflecting higher international transit. In Romania, total revenues reached Euro 933.2 million in 2018, decreased by 4.0% compared to 2017, reflecting the continuing pressure from retail fixed services. Revenues from mobile in Romania remained relatively flat compared to prior year. Total Operating Expenses for the Group, excluding depreciation, amortization, impairment and charges related to voluntary leave schemes, other restructuring costs and non-recurring litigations amounted to Euro 2,564.9 million in 2018, posting a slight increase compared to 2017, of 0.5%. Disciplined cost management across the Group and the beneficial impact of recent voluntary leave schemes, was offset by an increase in bad debt provisions, chiefly arising from Romanian operations 7 ANNUAL REPORT OF THE BOARD OF DIRECTORS In 2018, the Group’s Adjusted EBITDA increased by 1.7% to Euro 1,316.8 million. In Greece, Adjusted EBITDA increased by 4.0% reaching Euro 1,180.5 million. The Adjusted EBITDA margin of 40.9% was up 100 basis points compared to 2017. In Romania, Adjusted EBITDA totaled to Euro 136.3 million decreased by 14.9%. Group expenses for depreciation, amortization and impairment stood at Euro 755.7 million, a 10.0% drop or Euro 84.2 million decrease, reflecting significant impairments in 2017 in the Group’s international operations. The Group reported Operating profit before financial and investing activities stood at Euro 495.2mn, compared to Euro 396.7mn in 2017. The increase in Operating Profit mainly reflects the improved performance in Adjusted EBITDA as well as the sharp drop in Depreciation and Amortization. Interest and related expenses stood at Euro 86.1 million, down 38.1%, mainly reflecting the lower outstanding debt and the improved borrowing rates. The Group’s Income Tax expense stood at Euro 165.8 million in 2018, increased compared to 2017 by 12.3%, mainly reflecting the impact of the decreasing income tax rate in Greece on the deferred tax assets of the Group. Profit for the year from continuing operations (attributable to owners of the parent) stood at Euro 256.5 million in 2018, compared to Euro 169.3 million recorded in 2017. In 2018, Adjusted Free Cash Flow stood at Euro 344.7 million increased by 273.9% compared to 2017, primarily reflecting increased profitability, lower interest and income taxes paid, as well as lower Capex. The Group’s Adjusted Net Debt (including other financial assets) was Euro 738.8 million at December 31, 2018, almost unchanged compared to December 31, 2017. The Group’s ratio of adjusted Net Debt to adjusted EBITDA stood at 0.6x. On the 18th of January, the Board of Directors approved the Shareholder Remuneration Policy. The Policy has been defined as follows: Provided the external and the macroeconomic environment remain stable, in the mid-term the Company intends to distribute to its shareholders, through a combination of dividend payout and Share Buyback Programs for their cancelation, the free cash flow generated every year, after incorporating the considerations for spectrum acquisitions, and one-off items. The split between ordinary dividends and share buybacks is targeted approximately at 65%/35% respectively in 2018 and in the medium term. The extraordinary General Meeting of the Shareholders held on February 15, 2018, approved the own share buyback for up to 10% of the Company’s total paid up share capital for a period of 24 months, beginning from February 15, 2018, the date of adopting this Shareholders’ resolution.