Quarterly Report • Sep 6, 2022
Quarterly Report
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FOURLIS HOLDINGS S.A. REG. NO: 13110/06/Β/86/01 GENERAL ELECTRONIC COMMERCIAL REGISTRY NO: 258101000 OFFICES: 18-20, SOROU STR. (Building A) – 151 25 MAROUSI
| Statements of Members of the Board of Directors 3 |
|---|
| Interim Report of the Board of Directors of the Company FOURLIS HOLDINGS SA for the period 1/1 – 30/6/2022 4 |
| REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION48 |
| Interim Condensed Statement of Financial Position (Consolidated and Separate) as at June 30, 2022 50 |
| Interim Condensed Income Statement (Consolidated) for the period 1/1 to 30/6/2022 51 |
| Interim Condensed Statement of Comprehensive Income (Consolidated) for the period 1/1 to 30/6/2022 52 |
| Interim Condensed Income Statement (Separate) for the period 1/1 to 30/6/2022 53 |
| Interim Condensed Statement of Comprehensive Income (Separate) for the period 1/1 to 30/6/2022 54 |
| Interim Condensed Statement of Changes in Equity (Consolidated) for the period 1/1 to 30/6/2022 55 |
| Interim Condensed Statement of Changes in Equity (Separate) for the period 1/1 to 30/6/2022 56 |
| Interim Condensed Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 30/6/2022 57 |
| Notes to the Interim Condensed Financial Statements (Consolidated and Separate) as at June 30, 2022 58 |
| Web site for the publication of the Interim Condensed Financial Statements 1/1 – 30/6/2022 93 |
(In accordance with article 5 par. 2 L. 3556/ 2007)
The members of the Board of Directors of FOURLIS HOLDINGS SA
We confirm that to the best of our knowledge:
Marousi, September 5 2022
The Chairman The Vice Chairman The CEO
Vassilis S. Fourlis Dafni A. Fourlis Apostolos D. Petalas
(In accordance with L. 3556/ 2007)
FOURLIS Group ("Group") consists of the parent Company FOURLIS HOLDINGS S.A. along with its direct and indirect subsidiaries and their subsidiaries is mainly operating in the Retail Trading of Home Furniture and Household Goods (IKEA Stores) and the Retail Trading of Sporting Goods (INTERSPORT & TAF Stores).
The Retail Trading of Home Furniture and Household Goods (IKEA Stores) also includes investments in real estate through the Group's subsidiary under the name TRADE ESTATES REIC, which was established in July 2021, the date on which it acquired the Group's properties through a contribution of the specific sector.
The direct and indirect subsidiaries of the Group that are included in the consolidated financial statements for the period 1/1-30/6/2022, grouped per segment and country of operation are the following:
The retail trading of home furniture and household goods segment includes the following companies:
WYLDES LTD which operates in Cyprus and the parent company has an indirect shareholding of 100%. Through associated companies WYLDES LTD, VYNER LTD and SW SOFIA MALL ENTERPRISES LTD, the Group has a shareholding in the company SOFIA SOUTH RING MALL EAD, which operates one of the biggest malls in Sofia of Bulgaria, as well as all its relative business activities.
TRADE ESTATES BULGARIA EAD which operates in Bulgaria and the parent company has an indirect shareholding of 100%.
The retail trading of sporting goods segment includes the following companies:
WELLNESS MARKET S.A. which operates in Greece, and the parent company has a direct shareholding of 100%.
The Group's consolidated data include, the following affiliated companies:
Sales for retail trading of Furniture and Household Goods (IKEA Stores) increased by 18.1% compared to the corresponding period of 2021 while sales of the retail trading of Sporting Goods (INTERSPORT & TAF Stores) increased by 9.4%. More specifically:
The retail trading of Furniture and Household Goods (IKEA Stores) segment, realized sales of euro 131.6 million for the 1st semester of 2022 (1st semester of 2021: euro 111.4 million). The total EBITDA of the segment, as defined in section 8, amounted to euro 9.9 million compared to the amount of euro 9.6 million in 2021. The total EBITDA (OPR) of the industry, as defined in section 8, amounted to euro 7.2 million compared to euro 6.6 million in 2021.The segment's EBIT, as defined in section 8, amounted to euro 8.6 million compared to euro 4.6 million in 2021 while reported profits before tax euro 4.6 million versus euro 0.1 million in 2021.
The retail trading of Sporting Goods (INTERSPORT and TAF Stores), realized sales of euro 81.2 million for the 1st semester of 2022 (1st semester of 2021: euro 74.2 million). The total EBITDA of the segment, as defined in section 8, amounted to euro 10.5 million compared to euro 13.6 million in 2021. The total EBITDA (OPR) of the segment, as defined in section 8, amounted to Euro 3.8 million compared to a loss of Euro 7.8 million in 2021. The total EBIT of the segment, as defined in section 8, amounted to euro 0.6 million profits compared to euro 5.1 million profits in 2021, whereas the segment, presented losses before tax of euro 2.0 million compared to profits before tax of euro 1.9 million in 2021.
Group's consolidated profits before taxes amounted to euro 1.2 million compared to euro 0.9 million in 2021. Net profits amounted to euro 2.5 million compared to euro 0.6 million in 2021.
In an effort to present a complete and real view of the Group's performance, we report the consolidated results per segment for the period 1/1 – 30/6/2022 comparable to the corresponding results for the same period 1/1 – 30/6/2021 at the following tables. Amounts are reported in terms of thousands of Euros.
| a' semester 2022 | a' semester 2021 | 2022/2021 | |
|---|---|---|---|
| Revenue | 131,635 | 111,433 | 1.18 |
| EBITDA (*) | 9,907 | 9,551 | 1.04 |
| EBITDA (OPR)* | 7,195 | 6,583 | 1.09 |
| EBIT (*) | 8,562 | 4,560 | 1.88 |
| Profit before Tax (*) | 4,644 | 63 | 74.28 |
(*) The alternative performance measures selected are mentioned in note 8.
Certain amounts of the previous year have been adjusted to reflect their nature (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment). More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment.
In addition, last year's amounts have been adjusted to better reflect changes in the way expenses are allocated between the Group's operating segments. More specifically, the expenses of the subsidiary TRADE LOGISTICS SA of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period regarding the way of apportioning the expenses of the operating segments where the supply chain services are provided.
Retail Trading of Sporting Goods (INTERSPORT and TAF stores):
| a' semester 2022 | a' semester 2021 | 2022/2021 | |
|---|---|---|---|
| Revenue | 81,170 | 74,229 | 1.09 |
| EBITDA (*) | 10,549 | 13,589 | 0.78 |
| EBITDA (OPR)* | 3,813 | 7,755 | 0.49 |
| EBIT (*) | 611 | 5,072 | 0.12 |
| Profit / (Loss) before Tax (*) | (2,002) | 1,858 | - |
(*) The selected alternative performance measurement indicators are listed in section 8
Interim Condensed Financial Report for the period 1/1/2022 to 30/6/2022 7
Certain amounts of the previous year have been adjusted to reflect their nature (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment). More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment.
In addition, last year's amounts have been adjusted to better reflect changes in the way expenses are allocated between the Group's operating segments. More specifically, the expenses of the subsidiary TRADE LOGISTICS SA of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period regarding the way of apportioning the expenses of the operating segments where the supply chain services are provided.
| a' semester 2022 | a' semester 2021 | 2022/2021 | |
|---|---|---|---|
| Revenue | 212,624 | 185,674 | 1.15 |
| EBITDA (*) | 19,297 | 22,217 | 0.87 |
| EBITDA (OPR)* | 9,707 | 13,346 | 0.73 |
| EBIT (*) | 7,803 | 8,576 | 0.91 |
| Profit before Tax (*) | 1,248 | 859 | 1.45 |
| Net Profit After Tax and Minority Interests |
2,513 | 574 | 4.38 |
(*) The selected alternative performance measurement indicators are listed in section 8
Certain amounts of the previous year have been adjusted to reflect their nature (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment). More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment.
In addition, last year's amounts have been adjusted to better reflect changes in the way expenses are allocated between the Group's operating segments. More specifically, the expenses of the subsidiary TRADE LOGISTICS SA of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period regarding the way of apportioning the expenses of the operating segments where the supply chain services are provided.
We note that on a consolidated basis the Group's Total Equity allocated to the shareholders of the parent company on June 30, 2022 amounts to euro 177.4 million versus an amount of euro 177.0 million on
31/12/21.
Please find below basic Indicators in respect of the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements included in the interim Condensed Financial Report of the Group.
| 30/6/2022 | 31/12/2021 | |
|---|---|---|
| Total Current assets/Total Assets | 65.01% | 64.29% |
| Total current assets without Assets classified as held for sale / Total Assets | 25.81% | 30.42% |
| Total Liabilities/TOTAL SHAREHOLDERS EQUITY & LIABILITIES | 76.46% | 73.77% |
| Total Shareholders Equity/TOTAL SHAREHOLDERS EQUITY & LIABILITIES | 23.54% | 26.23% |
| Total Current assets/ Total Current Liabilities | 153.07% | 146.97% |
| Total current assets without Assets classified as held for sale / Total current Liabilities without Liability arising from assets held for sale |
103.81% | 79.35% |
| a' semester 2022 | a' semester 2021 | |
|---|---|---|
| Operating Profit / Revenue | 3.67% | 4.62% |
| Profit before Tax / Total Shareholders Equity | 0.70% | 0.51% |
During the period 1/1 – 30/6/2022 the following share capital changes were realized:
In the context of implementation of the Stock Option Plan which was approved and established by the resolution of the Extraordinary General Assembly of the shareholders on 27/9/2013 (Stock Option Plan – hereinafter referred to as "the Program"), within the year 2021, 39.943 options were exercised (hereinafter referred to as "the Options"). Following the resolution of the Board of Directors on 28/12/2020 (relevant minutes of the BoD with number 430/20.12.2021), the exercise of the aforementioned options by the corresponding beneficiaries of the Program was certified upon payment of the exercise price of the new shares.
It is noted that the underlying price of the shares to which the remaining stock options correspond, was initially determined at the amount of Euro three and forty cents (€3.40) per share, which was the stock
closing price of the share on the date of the resolution of the General Assembly for the Program (SOP) (27/9/2013). Already, the resolutions dated 20/11/2017, 19/11/2018 and 18/11/2019 of the BoD (relevant minutes of the BoD with number 389/20.11.2017, 399/19.11.2018 and 407/18.11.2019 accordingly) resulted to the readjustment of the historical share price of the Company and therefore the implemented exercise price of stock options of the Program (SOP) is deemed to amount to Euro three and 0.2226 cents (euro 3.2226) per share.
Following the certification of the payment of the exercise price of the Stock Options by their beneficiaries, namely of the total amount of euro 128,720.33, 39,943 new ordinary registered shares were issued and delivered to the corresponding beneficiaries of the Program, of nominal value euro 1.00 per share, whereas the share capital of the Company increased by the amount of euro 39,943 which corresponds to the nominal value of the new shares. Moreover, following the exercise of the aforementioned Options by payment of exercise price of these options, namely euro 3,2226 per share according to the aforementioned, the share premium, of the total amount of Euro 88,777.33, was transferred to the account "Share Premium reserve".
The aforementioned change was registered to the General Commercial Registry (GCR) on 11/1/2022 (Code Registration Number 2773271), when the increase of the share capital was also realized. Respectively, the announcement no. 1043/11.01.2022 of the Directorate for Companies of the Ministry of Development and Investments was issued.
Following these changes, the share capital of the Company now amounts to euro 52,131,944.00 divided into 52,131,944 shares of a nominal value of euro 1.00 per share, totally paid.
a) On 8/4/2022 it was registered in the General Commercial Register (GCR), through the Athens Public Notary, Mrs. Niki Oikonomou as O.S.S and of the GCR Office of the Athens Chamber of Commerce and Industry, under the notarial deed no.121/07.04.2022 of the aforementioned Notary for the establishment of the SA with the name "SNEAKERS MARKET SOLE SHAREHOLDER SOCIETE ANONYME" and distinctive title "SNEAKERS MARKET SA.", with Registry Code Number and GCR no. 163704701000.
The initial share capital of the Company, amounting to twenty five thousand Euro (€25,000) was covered by cash payment and the only participant was the founder company "FOURLIS HOLDINGS SA" which took over twenty five thousand (25,000) registered shares with a nominal value of one (1) euro per share.
b) On 28/6/2022 in execution of the decision of the General Assembly of the shareholders of the company (hereinafter "Beneficiary"), as well as the corresponding decision of 28/6/2022 of the General Assembly of the shareholders of "INTERSPORT ATHLETICS SA" (hereinafter "Splitted"), was signed
under the notarial deed no.6219/28.06.2022 of the public notary Eleni Constantinos Karkanopoulos, which incorporates the Contract of Partial Split by the absorption of the segment "trade of sports goods, designed both for daily use and exercise, which appears today under the brand name TAF-THE ATHLETE'S FOOT" of company "INTERSPORT ATHLETICS SA" from the company "SNEAKERS MARKET SA" in accordance with paragraph 2 of article 56, the articles 58-73 and articles 83-87 of Law 4601/2019, the provisions of Law 4548/2018, Article 54 of Law 4172/2013 and Article 61 of Law 4438/2016 as applicable. The aforementioned partial split was completed with its registration in the General Commercial Register (GCR) on 5/7/2022 with Registration Code Number 2903747 in relation to the Beneficiary (relatively issued of the announcement of the General Commercial Registry Office of the Athens Chamber of Commerce and Industry with Registration Code number 2655481/05.07.2022), as well as with Registration Code 2903866 in relation to the splitted (relatively issued with no.2655463/05.07.2022 of the announcement of the General Commercial Registry Office of the Athens Chamber of Commerce and Industry).
As a consequence of the split, the Beneficiary's share capital will increase by the amount of five million five hundred seventy thousand seven hundred euros (€5,570,700), which corresponds to the evaluated adjusted equity of the aforementioned splitted segment. The increase in the share capital was carried out by issuing five million five hundred seventy thousand seven hundred (5,570,700) shares, with a nominal value of one euro (€ 1.00) per share, which were taken over in total by the sole shareholder of the splitted, the company " FOURLIS HOLDINGS SA".
After the aforementioned changes, share capital of the company now amounts to five million five hundred ninety-five thousand seven hundred euro (€5,595,700.00), divided into five million five hundred ninety-five thousand seven hundred (5,595,700) shares, with a nominal value of one euro (€1.00) per share, fully paid.
On 28/6/2022 in execution of the decision of the General Assembly of the shareholders of the company (hereinafter "Splitted"), as well as the corresponding decision of 28/6/2022 of the General Assembly of the shareholders of "SNEAKERS SA" (hereinafter "Beneficiary"), was signed under the notarial deed no.6219/28.06.2022 of the public notary Eleni Constantinos Karkanopoulos, which incorporates the Contract of Partial Split by the absorption of the segment "trade of sporting goods, designed both for daily use and exercise, which operates today under the brand name TAF-THE ATHLETE'S FOOT" of company "INTERSPORT ATHLETICS SA" from the company "SNEAKERS MARKET SA" in accordance with paragraph 2 of article 56, the articles 58-73 and articles 83-87 of Law 4601/2019, the provisions of Law 4548/2018, Article 54 of Law 4172/2013 and Article 61 of Law 4438/2016 as applicable. The aforementioned partial split was completed with its registration in the General Commercial Register (GCR) on 5/7/2022 with Registration Code Number 2903747 in relation to the Beneficiary (relatively issued of the announcement of the General Commercial Registry Office of the Athens Chamber of Commerce and Industry with Registration Code number 2655481/05.07.2022), as well as with
Registration Code Number 2903866 in relation to the splitted (relatively issued with no.2655463/05.07.2022 of the announcement of the General Commercial Registry Office of the Athens Chamber of Commerce and Industry).
As a consequence of the split the share capital of the Splitted Company will be reduced a) by the amount of Euro 4,540,144.00, which corresponds to the amount of the accounting equity of the splitted segment " trade of sporting goods, designed both for daily use and exercise, which operates today under the brand name TAF-THE ATHLETE'S FOOT " in the Company's reports, in relevance with the corresponding application of article 31 of Law 4548/2018, and b) in the amount of 7.50 euros for rounding purposes, with an equal cash refund to its sole shareholder Company, i.e. in the total amount of four million five hundred forty thousand one hundred and fifty one euros and 50 cents (4,540,151.50), with the cancellation of one hundred and fifty four thousand six hundred and ninety (154,690) ordinary registered shares with voting right, with a nominal value of euro 29.35 per share.
Following the above, the Company's share capital now amounts to twenty-one million eighty-five thousand two hundred and sixteen euros and ten cents (21,085,216.10), divided into seven hundred and eighteen thousand four hundred and six (718,406) ordinary registered shares with voting right, with a nominal value of twenty nine euros and thirty-five cents (29.35) per share, fully paid.
On 18/5/2022 it was registered in the General Commercial Register (GCR), through the Athens Notary Public, Mrs. Niki Oikonomou as O.S.S and of the GCR Office of the Athens Chamber of Commerce and Industry, under the notarial deed no.126/10.05.2022 of the aforementioned Notary for the establishment of the SA with the name "WELLNESS MARKET SOLE SHAREHOLDER SA" and distinctive title "WELLNESS MARKET SA.", with Registration Code Number and GCR no.164239301000.
The initial share capital of the company, amounting to one million euro (1,000,000), was covered by cash payment in full and the only participant was the founder company "FOURLIS HOLDINGS SA, which took over one million (1,000,000) registered shares, nominal value of one (1) euro per share.
On 30/6/2022 during the Ordinary General Meeting of the Company's Shareholders, was decided the reduction of the Company's Share capital by the amount of euro 34,705,475.60 with a reduction of the nominal value of the Company's shares from 2.00 euros to 1.60 euros, in accordance with article 31 par.2 of Law 4548/2018, with the aim of creating an equal amount of special reserve and the corresponding amendment of article 5 of the Company's Articles of Association. It is noted that the Company received an approval decision from the Capital Market Commission and on 1/9/2022 the relevant announcement of the reduction of its share capital was posted on the General Commercial Registry.
On 31/12/2021 the TRADE ESTATES REIC, in execution of the decision of its Board of Directors dated 30/12/2021, purchased from the limited liability company with registered seat in Arnhem, The Netherlands under the name "PROSPERE VASTGOED ADVIES BV", the latter's participation in the societe anonyme under the name "BERSENCO REAL ESTATE DEVELOPMENT AND EXPLOITATION SOLE SHAREHOLDER SA" and the distinctive title "BERSENCO ", with registered seat in the Municipality of Athens, i.e. four hundred and five thousand one hundred and seventy (405,170) ordinary registered voting shares, with a nominal value of nine euros (9.00) per share. The above shares corresponded to 100% of the fully paid-up share capital of the above issuing company BERSENCO SA.
Subsequently, the General Meeting of the shareholders of BERSENCO SA. on 25/1/2022 decided to increase the share capital of this company, by the amount of four hundred and fifty thousand euros (450,000.00) by cash payment, with the issuance of 50,000 new ordinary registered shares, with a nominal value of 9.00 euros and offering price of 100.00 euros per share. The total amount of the above share capital increase will be covered by the sole shareholder TRADE ESTATES REIC according to its participation percentage (100%).
A total amount of EUR 4,550,000.00 is going to increase the amount of the share premium reserve.
After the aforementioned share capital increase, which was registered to the General Commercial Registry (GCR) on 27/6/2022 (Code Registration Number 2896077), upon issuance of the relevant 2651437/27.6.2022 announcement by the Directorate for Companies of the Ministry of Development and Investments, the share capital of the above company amounts to four million ninety six thousand five hundred thirty euro (4,096,530.00) and is divided into four hundred fifty five thousand one hundred seventy (455,170) nominal value of euro 9 per share.
Following the resolution of the Extraordinary General Assembly of the shareholders held on 30/3/2022, it was decided the increase of the Company's share capital by one million five hundred thousand three euros (1,500,003.00) cash payment by the issuance of one hundred sixty six thousand six hundred sixty seven (166,667) new registered shares with a nominal value of nine euro (9.00) per share.
After the aforementioned share capital increase, which was registered to the General Commercial Registry (GCR) on 14/07/2022(Code Registration Number 2913761), upon issuance of the relevant 2664224/14.07.2022 announcement by the Directorate for Companies of the Ministry of Development and Investments. The share capital of the aforementioned company amounts to five million five hundred ninety six thousand five hundred thirty three euro (5,596,533.00) and is divided into six hundred twenty one thousand eight hundred and thirty seven (621,837) nominal value of euro 9 per share.
Following the resolution of the Extraordinary General Assembly of the shareholders held on 27/5/2022, it was decided the increase of the Company's share capital by five hundred thousand four euros (500,004.00) cash payment by the issuance of fifty-five thousand five hundred and fifty-six (55,556) new registered shares with a nominal value of nine euro (9.00) per share
Following the above, the Company's share capital now amounts to six million ninety-six thousand five hundred and thirty-seven euros (6,096,537.00) and is divided into six hundred and seventy-seven thousand three hundred and ninety-three (677,393) registered shares, with a nominal value of nine euros (9.00) per share.
The initial share capital of the Company was set at twenty-five thousand euros, (25,000.00) divided into twenty-five thousand (25,000) ordinary registered shares, with a nominal value of one (1) euro per share.
Following the resolution of the Extraordinary General Assembly of the sole shareholder of the company on 20/12/2021, the company's share capital was increased by the amount of one hundred and seven thousand euros (107,000.00) with issuance of one hundred and seven thousand (107,000) new ordinary registered shares, of nominal value of one euro (1.00) per share.
Following the resolution of the Extraordinary General Assembly of the sole shareholder of the company on 18/2/2022, the company's share capital was increased by the amount of one hundred and thirty-two thousand euros (132,000.00) with the issuance of one hundred and thirty-two thousand (132,000) new ordinary registered shares with voting rights , with a value of one euro (1.00) per share and an offering price of fifteen euros and one hundred and fifty-two cents (15.152) per share. The difference of fourteen euros and one hundred and fifty-two cents (14.152) per share, between the premium price and the nominal value per share, totaling one million eight hundred and sixty-eight thousand and sixty-four (1,868,064.00) has been paid in accordance with the law in credit of the "SPECIAL RESERVE FROM SHARE PREMIUM RESERVE" account.
Therefore, the Company's share capital amounts to the total amount of two hundred and sixty-four thousand euros (264,000.00) divided into two hundred and sixty-four thousand (264,000) common registered shares, with a nominal value of one euro (1.00) per share.
The shareholder Mrs. Christina - Elisavet Tsigarides stated that she does not wish to participate in the aforementioned increase of the Company's share capital and expressly and unconditionally waives her pre-emptive right to it. Therefore, it is not required to publish a relevant invitation or to set a deadline for the exercise of the preemptive right, in accordance with article 26 of Law 4548/2018 (article 26). Following this declaration, the total amount of the coverage of two million sixty-four euros (2,000,064.00) has been paid on 8/3/2022 by the anonymous company with the name "TRADE ESTATES REAL ESTATES INVESTMENT COMPANY" which is based in Marousi Attica, at 18 - 20 Sorou Street , with VAT number 996805731, and no. GCR 148152701000, which took over the total of 132,000 new shares, which were issued and became a shareholder with a percentage of 50%.
Following the resolution of the General Assembly of the shareholders of SEVAS-TEN SA on 26/01/2022 the company's share capital was increased by the amount of twenty thousand euros (20,000) with cash payment and the issuance of two hundred (200) new registered shares with a nominal value of one hundred euros (100.00) and a sale price of one thousand euros (1,000.00) per share, creating a share reserve from the issuance of shares at a premium reserve in the amount of one hundred and eighty thousand euros (180,000.00).
After the aforementioned share capital increase, which was registered to the General Commercial Registry (GCR) on 07/02/2022 (Code registration Number. 2791073), upon issuance of the relevant 2575376/07.02.2022 announcement of the GCR Office of the Athens Chamber of Commerce and Industry, the share capital of the aforementioned company amounts to eight hundred and forty five thousand euros (845,000.00) divided into eight thousand four hundred and fifty (8,450) registered shares, with a nominal value of one hundred euros (100.00) per share.
Apart from the aforementioned, no other changes were made in the share capital of the companies of the Group during the first semester of 2022.
The parent company FOURLIS HOLDINGS S.A. does not have any branches.
Subsidiaries and especially retail companies have developed and continue to develop a significant Stores network both in Greece and abroad.
Retail Trading of Home Furniture and Household Goods (IKEA stores): The segment currently operates seven (7) Stores, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria. Moreover, six (6) Pick up & Order Points with IKEA products are also operating in Greece in Rhodes Island, Patras, Chania, Heraklion, Komotini and Kalamata and one (1) Small Store in Piraeus and one (1) IKEA Shop in the shopping center (THE MALL) in Marousi. In Bulgaria there are two (2) pick-up and order points of IKEA products in Burgas and Plovdiv, one (1) IKEA Small Store in Varna, and one (1) IKEA Shop in Sofia (Mall of Sofia). While, in Cyprus (Limassol) there is one (1) Planning studio store. There are also three e-commerce Stores in Greece, Cyprus, and Bulgaria.
Retail trading of sporting goods (INTERSPORT and TAF stores): The segment on 30/6/2022 operated one hundred and sixteen (116) INTERSPORT Stores; fifty five (55) in Greece, thirty-two (32) in Romania, ten (10) in Bulgaria, seven (7) in Cyprus and twelve (12) in Turkey. The INTERSPORT Stores that were added to the network in the period 1/1 -30/6/2022 are: one (1) new store in Greece, Korinthos (12/4/2022). While in the same period one (1) store ceased to operate in Turkey: Ank. Antares (1/1/2022). At the same time, there are e-commerce Stores in Greece, Romania, Cyprus, Bulgaria, and Turkey. The TAF Stores operating on 30/6/2022 are seventeen (17), of which fourteen (14) in Greece and three (3) in Turkey.
The beginning of 2022 was marked by a new, unprecedented condition which reinforces economic and social instability. The combination of recent Ukraine-centric geopolitical developments, along with the ensuing energy crisis, not only maintains but also amplifies both the problems identified in the global supply chain (supply) as a consequence of the pandemic, while by shaping inflation in today's , very high levels, now the demand is also indirectly affected.
At the same time, the European Central Bank recently proceeded to the first interest rate increase of 0.5% (above forecasts for 0.25%), in a decade at least. This increase in interest rates is an intervention by central banks with the aim of indirectly controlling the explosive increase in inflation, through the reduction of demand. Also, the significant contribution of the Recovery and Resilience Mechanism (RRF), which is estimated to contribute over euro 30 billion in total in the coming years through grants and loans on favorable terms (euro 13 billion for the private sector and euro 18 billion for public investment) will strengthen the Greek banks and the Greek economy in general.
Those critical issues such as inflationary pressures stemming mainly from the energy crisis, supply chain disruptions and recent Ukraine-centric geopolitical developments are expected to remain at the forefront of the debate and determine the course of the global economy during 2022. Despite this, the Group's Management, based on the long-term experience of managing demanding situations and based on the strong competitive position of the Group's retail companies, will make every effort to limit the consequences created by the difficult conditions prevailing in the market and consumers.
Regarding the developments in Ukraine, the Group declares that it has no subsidiaries, parent or affiliated companies based in Russia or Ukraine, nor significant transactions with affiliated parties from Russia or Ukraine. The Group also states that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, nor does it maintain warehouses with goods in Russia or Ukraine. The Group states that it does not maintain accounts nor has loans with Russian Banks. The Management monitors the developments and is ready to take all the necessary measures to deal with any consequences in its operational activities.
The Group continues to implement its investment program in all the segments in which it operates, mainly in real estate investments and management of shopping centers where it is estimated that there are opportunities for expansion in the current conditions.
In May 2022, the Group's entry into the rapidly growing Health and Wellness products segment was completed, through the strategic cooperation with Holland & Barrett, one of the largest retail networks in Europe in the health and wellness sector, with WELLNESS MARKET SA . Incorporating a third retail activity, the Group's goal is to play a leading role in the segment and intends to develop in the long run a network of 120 physical stores, with physical stores being developed simultaneously with the Holland & Barrett online store in the year 2022.
On 5/7/2022, it was registered in the General Commercial Registry (GCR) the partial split of the company with the name "INTERSPORT ATHLETICS" by absorption of the branch "TRADE OF SPORTING GOODS, THE ATHLETE'S FOOT" (TAF), from company "SNEAKERS MARKET SOLE SHAREHOLDER SA".
On 21/7/2022, the Company FOURLIS HOLDINGS SA announced the signing of an agreement for the sale of shares of 8.11% of TRADE ESTATES REIC to AUTOHELLAS ATEC. At the same time, AUTOHELLAS ATEC acquires the right to participate in an increase in the share capital of TRADE ESTATES REIC, with a contribution in kind. After the completion of the aforementioned actions, if AUTOHELLAS ATEC exercises its rights, will own approximately 12% of the share capital of TRADE ESTATES REIC, while the rest will belong to the Group through its subsidiaries. More specifically:
Group's management estimates that the second semester will have a better financial performance regarding financial results compared to the first semester, due to historically increased revenues within the second semester, strong competitive position of retail companies of the Group but also due to balanced expansion of its activities and therefore its income, but also the developments in the economic and political environment, especially in Greece, where the biggest part of its revenues arises (57.26% first half of 2022).
One hundred and sixteen (116) INTERSPORT Stores and seventeen (17) TAF stores operate in the retail sporting goods segment, while three e-commerce (e-commerce) Stores operate in Greece, Cyprus and Bulgaria.
The Group operates with nine (9) IKEA Stores, nine (9) Pick Up & Order Points and three (3) E-commerce Stores in Greece, Bulgaria and Cyprus. Based on the development plan in the three countries where the Group operates IKEA stores, (5) five medium-sized IKEA stores of 5,000 - 12,000 sq.m., and ten (10) small stores of 1,000 - 2,000 sq.m. will be opened in the next five years.
The Group, with a sense of responsibility towards its people, customers and society as a whole, continues to apply the appropriate prevention and protection measures to limit the spread of the Covid-19 pandemic.
The orientation of the Management in the exploitation of the synergies within the Group will continue for the second half of 2022. "Integrity", "Mutual Respect" and "Efficiency" continue to be the values through which the Group seeks to achieve its goals.
The Company's Extraordinary General Assembly of the Company of July 22, 2021, within the framework of the Stock Option Plan, approved the allocation of a maximum of 1,600,000 rights per share, i.e. a 3.07% of the number of shares on the Athens Stock Exchange and the granting of authorization to the Board of Directors for the regulation of procedural matters and details. The disposal price of the aforementioned shares is the nominal value of the share on the date of the decision of the General Assembly on the program. The program will be implemented in one series. The duration of the Program is until the year 2028, in the sense that the stock options that will be granted to the beneficiaries of the Program with a grant date of 22/11/2021, may be exercised from 24/11/2024 to 15/12/2028.
Moreover, the Ordinary General Assembly of the subsidiary Company's shareholders "TRADE ESTATES REIC" held on 30/6/2022 decided to establish a Program for the free distribution of common registered voting shares to executive members of the Board of Directors and to Managerial and other selected Executives of the Company. In more detail:
The establishment of the Company's Stock Option Plan is part of the reward framework for achieving specific goals and providing long-term performance incentives and will not exceed a total of 1/10 of the share capital, which is paid on the date of the decision of the General Assembly. This Company Program is divided into two separate programs:
One-time reward program for listing the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange.
This Program includes executive members of the Board of Directors and Managerial and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of the free distribution of common registered voting shares to the Beneficiaries, through the capitalization of the Company's reserves in accordance with the provisions of article 114 Law 4548/2018 as currently in force, as a onetime reward for listing its shares for trading on the organized (regulated) market of the Athens Stock Exchange. The Board of Directors, after the completion of the listing of the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange and after receiving a relevant license from the Capital Market Commission, if required under the current legislation, will make available new shares free of charge to the Beneficiaries, the number of which will be equal to 1% of the Company's shares as they will have been formed after the listing of the Company in the Athens Stock Exchange and before the decision of their free grant to the Beneficiaries.
This four-year Long-term Reward Program includes executive members of the Board of Directors and Managerial and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of granting free common registered voting shares to the Beneficiaries through the capitalization of the Company's reserves in accordance with the provisions of article 114 of Law 4548/2018 as it applies today, to achieve specific goals. Following the completion of the listing of the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange (IPO), and within the Maturity Period of the Program, the Board of Directors will determine the Beneficiaries based on the achievement of objectives.
Risk management is handled by the Finance Department, which operates according to specific rules set by the Board of Directors.
The Group has adopted the "Enterprise Risk Management" (ERM) methodology which facilitates and enables the organization to identify, evaluate and manage risks through a structured approach. The methodology is based on the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) ERM, which provides guidance on how to integrate ERM practices and outlines their application principles. In this context, risks were identified and evaluated which were recorded in the Risk Register of the Company.
More specifically, the risk categories are: Profitability & Liquidity, Reputation & Ethics, Society & People, Regulatory Compliance, Strategy, Customers, Health and Safety, Growth & Competition, Technology and Operations. The most important risks that have been identified for the Group are:
Risk related to the Strategy category: The possibility of failure to adopt state-of-the-art technology / align the IT strategy with the business strategy and new business models as well as the relative impact on the Group's reputation and revenue.
Risk related to the category Development & Competition: The possibility of the emergence of new competitors (e-shop or physical stores) and the relative impact on the loss of market share.
The Board of Directors provides written instructions and guidelines for general risk management as well as specific instructions for the management of specific risks, such as the foreign exchange risk and the interest rate risk.
The Group is exposed to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The Financial Management identifies, determines and hedges the financial risks in cooperation with the Groups' subsidiaries.
The Group is exposed to foreign exchange risks arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local one. The Group, aiming at minimizing the foreign exchange risks, according to the relevant needs, evaluates the need for pre purchase of foreign currencies.
The Group is exposed to cash flow risks which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or/and outflows related to the Group's assets or/and liabilities.
Cash flow risk is minimized via the availability of adequate bank credit lines but also significant treasury. Further, the Group has entered into Forward Interest Rate Swap (IRS) contracts in order to face the said risks.
The Group is exposed to property price and lease risks as regards of the possibility of a decrease in the commercial value of the real estate and/or leases, which may come from developments in the real estate market in which it operates, the general conditions of the Greek and international macroeconomic environment, from the characteristics of the Company's portfolio real estate and from events concerning the Company's existing tenants.
To reduce property price risk, the Group carefully selects properties that are located in excellent position and promotion in commercial areas so as to reduce its exposure to this risk. It seeks to enter into longterm operating lease contracts, with tenants of high credibility, in which are foreseen annual adjustments of the lease related to the Consumer Price Index, while in case of negative inflation there is no negative impact on of the lease.
The Group carefully monitors the news and developments regarding the energy crisis, the inflationary pressures and the spread of coronavirus, in order to adjust in the special conditions arising. It complies with the official instructions of the competent authorities for the operation of its physical stores and headquarters in the countries in which it operates. It harmonizes with the current legislation and continues its commercial transactions in physical stores according to the instructions.
The energy cost for the operation of the Group's stores and warehouses is affected by the large increases observed internationally, but it is a relatively small part of the Group's operating costs.
The Group continues the strictly selected investments in both retail segments in which it operates.
Regarding the developments in Ukraine, the Group declares that it has no subsidiaries, parent or affiliated companies based in Russia or Ukraine, nor significant transactions with affiliated parties from Russia or Ukraine. The Group also states that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, nor does it maintain warehouses with goods in Russia or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks.
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, which have been identified as essential in the context of sustainable development. These issues concern the full compliance with the legislation and the implementation of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply chain, and the evolution of the companies in the market in which they operate. Risk management presupposes the definition of objective goals based on which the most important events that can affect the Group are identified, the relevant risks are assessed and a decision is made.
There are no litigations or legal issues that might have a material impact on the Company and the Group's Interim Condensed Financial Statements for the period 1/1 - 30/6/2022.
Group has adopted as Alternative Performance Measure (APM) the earnings before taxes, interest and depreciation & amortization (EBITDA), which is in compliance with the ESMA Guidelines (05/10/2015|ESMA/2015/1415). Alternative Performance Measures (APMs) are used under the context of making decisions for financial, operational and strategic planning as well as for the assessment and publication of performance. Alternative Performance Measures (APMs) are taken into account combined
with financial results which have been conducted according to IFRS and under no circumstances they do not replace them.
Definition EBITDA (Earnings Before Interest, Taxes and Depreciation & Amortization)/ Operating results before taxes, financing, investing results and total depreciation= Earnings before tax +/- Financial and investing results (Total financial expenses + Total financial income + Contribution in subsidiaries' losses) + Total depreciation / amortization (property, plant and equipment and intangible assets and right of use assets).
Definition of EBITDA (OPR) (Earnings Before Interest, Taxes, Depreciation & Amortization & Impairment excluding right of use assets) / Operating results before taxes, financial, investment results and total depreciation / impairment other than right of use assets =Earnings before taxes +/- Financial and investment results (Total financial expenses + Total financial income + Participation in losses of associates) + Depreciation / Impairment other than depreciation of assets with the right to use (IFRS16 depreciation)
The most directly related item of the Income Statement for the calculation of EDMA EBITDA and EBITDA (OPR) is operating profit (EBIT) and depreciation / amortization. Operating profit is presented in a separate line of the Income Statement and depreciation / impairment is presented as a whole in a separate line of the Cash Flow Statement.
More analytically, reconciliation of the selected APM and the financial statements of the Group for the corresponding period is as follows:
| Group Consolidated Results | |||
|---|---|---|---|
| 1/1-30/6/2022 | 1/1-30/6/2021 | ||
| Profit/Loss before tax | 1,248 | 859 | |
| Financial and investing results | 6,554 | 7,717 | |
| Total depreciation / amortization | 11,494 | 13,641 | |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
19,297 | 22,217 | |
| Depreciation of right of use assets (depreciation IFRS 16) |
(9,590) | (8,871) | |
| Operating earnings before tax, interest and depreciation/ amortization EBITDA (OPR) |
9,707 | 13,346 |
(amounts in thousand euros)
| Retail Trading of Home Furniture and Household Goods (IKEA stores) |
||
|---|---|---|
| 1/1-30/6/2022 | 1/1-30/6/2021 | |
| Profit/Loss before tax | 4,644 | 63 |
| Financial and investing results | 3,918 | 4,497 |
| Total depreciation / amortization | 1,345 | 4,991 |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
9,907 | 9,551 |
| Depreciation of right of use assets (depreciation | ||
| IFRS 16) | (2,712) | (2,968) |
| Operating earnings before tax, interest and depreciation/ amortization EBITDA (OPR) |
7,195 | 6,583 |
| Retail Trading of Sporting Goods (INTERSPORT and TAF stores) |
||
|---|---|---|
| 1/1-30/6/2022 | 1/1-30/6/2021 | |
| Profit/Loss before tax | (2,002) | 1,858 |
| Financial and investing results | 2,613 | 3,214 |
| Total depreciation / amortization | 9,939 | 8,518 |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
10,549 | 13,589 |
| Depreciation of right of use assets (depreciation | ||
| IFRS 16) | (6,736) | (5,835) |
| Operating earnings before tax, interest and |
| depreciation/ amortization EBITDA (OPR) | 3,813 | 7,755 |
|---|---|---|
Certain amounts of the previous year have been adjusted to reflect their nature (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment). More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment.
In addition, last year's amounts have been adjusted to better reflect changes in the way expenses are allocated between the Group's operating segments. More specifically, the expenses of the subsidiary TRADE LOGISTICS SA of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period regarding the way of apportioning the expenses of the operating segments where the supply chain services are provided.
This Non-Financial Statement is part of the Annual Report of the Board of Directors and contains information on all the activities of FOURLIS Group, during the period 01/01/2022-30/06/2022, on the following thematic aspects:
The Group recognizes as stakeholders those who have an impact or are affected by its activities. The main stakeholder groups of the Group are: employees, shareholders/institutional investors & financial analysts, customers, suppliers/partners, civil society, local communities, official and supervisory authorities/state, business community, Media, NGOs.
Having identified and prioritized its stakeholders, the Group invests in continuous and two-way communication with them, in order to maintain a consistent flow of information from and to the Group, about their requests, concerns and expectations. The role and views of the Group's stakeholders are key elements that fuel the Group's effort to improve its products and services, as well as its sustainable operation and development, and as a result, the management of these issues, the objectives' setting etc. are discussed at Board level.
In the context of the continuous improvement of the approach to sustainable development and social responsibility topics, the Group conducts a materiality analysis, based on the GRI Standards, to prioritize the topics that present the most significant economic, social and environmental impacts, as well as those that have a significant impact on its stakeholders.
The Sustainable Development and Social Responsibility Report 2021, which is available at www.fourlis.gr, includes:
a description of the stakeholder groups and the engagement method, as well as of the frequency at which the Group communicates with its stakeholders.
a description of all the steps of the materiality analysis, as well as the material topics derived through that process.
FOURLIS Group, (headquarters located at 18-20 Sorou Street (Building A), 15125 Marousi), is one of the largest trading groups of consumer goods in Greece, Cyprus, Bulgaria, Romania and Turkey, in the following business activity fields:
The aforementioned activities are complemented by online stores (e-commerce).
Τhe Group's parent company, FOURLIS HOLDINGS S.A. (hereinafter Company) activity is the investment in domestic and foreign companies of all types, regardless of their objectives and corporate form. The Company's scope of work includes the provision of services to companies of all kinds, in the fields of general management, financial management and IT. In order to exploit synergies and for better coordination in decision-making and implementation, the centralization of the Group's support services in Greece was implemented, namely financial planning and controlling services, human resources, IT, corporate governance, treasury management, personal data protection, sustainable development and social responsibility.
In January 2022 FOURLIS HOLDINGS S.A. announced that is entering into the fast growing sector of health and wellness with Holland & Barrett. Holland & Barrett is the UK's leader in health & wellness and one of the largest wellness retailers in Europe. Holland & Barrett's mission is to make health and wellness a way of life for everyone through a market leading range of own brand, innovative vitamins, supplements, specialist food, sports nutrition and ethical beauty brands.
Established in 1870, Holland & Barrett has been trusted for wellness for over 150 years and has a retail presence of more than 1600 stores across 18 countries worldwide, including over 800 in the UK and Ireland, as well as a rapidly expanding e-commerce business. All Holland & Barrett colleagues are 'Expertly Trained' across Vitamins, Supplements, Sports, Beauty and Health Food to give accessible, personalised advice to customers on their individual needs. This strategic partnership covers three countries in the region. FOURLIS Group uses its expertise to launch Holland & Barrett in Greece, Romania and Bulgaria applying an Omnichannel strategy. FOURLIS Group's objective is to have a leading role within the sector and has the intention to open 120 stores over time with both physical stores and a Holland & Barrett website launching simultaneously in 2022.
More information regarding the business environment, strategy, objectives and main progress and factors that could influence the Group's development, are available in the following chapters of the Group's Board of Directors' Annual Report:
as well as in the following chapters.
In addition to the financial risks, FOURLIS Group focuses on non-financial risks related not only to the sustainable development material topics, as they have emerged from the materiality analysis conducted by the Group, based on the GRI standards, but also to broader ESG topics (environmental, social, governance) that the Group may have an impact and/or these topics may affect the operation of the Group. Indicatively, these topics concern the full compliance with the legislation and the implementation of corporate governance policies, the human resources, the environmental impacts of its companies' activity, the supply chain and the progression of the companies in the market in which they operate. Risk management has, as a condition, the definition of objective goals based on which the most important events that can affect the Group are identified, the relevant risks are evaluated and its response to them is decided.
The Group has adopted the "Enterprise Risk Management" (ERM) methodology, which facilitates and enables the organization to identify, evaluate and manage the risks (both financial and non-financial) through a structured approach. The methodology is based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) ERM, which provides guidance on how to integrate ERM practices and outlines the principles of their implementation.
In this context, 100 risks were identified and evaluated, which were recorded in the Risk Register of the Group.
More specifically, the risk categories (both financial and non-financial) are the following 10:
Based on the above-mentioned categorization, the major non-financial risks identified are the following:
Risk related to the category Society and People: The possibility for the Group to face difficulties in attracting, developing (including training) and retaining of the required skills and talents (including new skills in digital technologies), as well as the relative impact on Group's performance.
Risk related to the category Strategy: The possibility of misaligning the business strategy with the obligations in the context of Sustainable Development (e.g., Climate, Sustainability) and the corporate governance expectations as well as the with the relative impact on finances and reputation of the Group.
The main objectives of Sustainable Development for 2022 are:
| TOPIC | OBJECTIVES 2022 |
||
|---|---|---|---|
| Creating and retaining employment |
Retaining the number of employees according to the Group's business plans |
||
| People our |
Protecting employee health, safety and well-being |
Zero incidents of fatalities and/or high consequence work related injuries |
|
| For | Protecting human rights in the workplace |
Zero incidents of human rights violations in the Group |
|
| For the | Society | Creating ecomonic value/economic performance of the company |
Maintaining current social support programs* |
| Ensuring business ethics and |
- No existence of significant findings during the mandatory |
||
|---|---|---|---|
| regulatory compliance |
external evaluation of the internal control system for the period | ||
| 17/7/21- 31/12/22 that will be carried out within Q1 2023. | |||
| - Zero incidents of fraud/corruption |
|||
| Ensuring the health, safety and |
Zero incidents of noncompliance with regulations and |
||
| Market | accessibility of customers and |
voluntary codes relating to customers' and visitors' health and |
|
| visitors | safety issues |
||
| For the | |||
| Ensuring business continuity |
Implementation of risk management system according to |
||
| and emergency preparedness |
COSO ERM Methodology |
||
*The specific objective is subject to revision, as its implementation depends on the evolution of the COVID-19 pandemic.
Giving special emphasis on prevention, the Group complies with the applicable legislation and implements a Health & Safety Policy for all the subsidiaries of the Group, in all countries of operation. The Policy includes a wide range of relevant procedures, measures and initiatives related to the safe stay of visitors, customers, partners and employees at the Group's facilities. Any variations in the Group's relevant procedures by country or region, depend on the size of the facilities, as well as on the existing legislation in the countries where the Group's companies operate.
In this context, some of the practices the Group implements are the following:
Provision of wheelchairs at the entrance of all the IKEA stores, as well as of accessible lavatories and parking spaces, aiming to provide safe accommodation and transportation for people with disabilities.
Moreover, employees receive regular training, in order to be able to respond to emergency incidents that can affect both their own and visitors' safety at the Group's facilities. In order to ensure the compliance to the Health and Safety Policy, regular inspections are conducted by Safety Technicians for all Group operations.
The Group manages this issue through the compliance of the products traded by its subsidiaries, in all countries of its activity, according to manufacturer and supplier specifications, European and / or domestic legislation, and through their compliance with all laws and regulations concerning their labeling and use (e.g. CE approval).
Home furniture and equipment (IKEA Stores): IKEA products have special labeling and signs aiming to provide information and advice to consumers like for example in relation to the products' manufacturing details, their origin, their environmentally friendly nature, their dimensions, their lifespan, whether the use of the product is designed only for adults, etc. It is also worth mentioning that IKEA provides a multiannual product guarantee, which in some cases reaches 25 years, while a product withdrawal policy is followed and applied. If necessary and depending on the importance of the incident the withdrawal case is publicly disclosed. At the same time, IKEA monitors product returns and if an increased number of returns of an item is observed (due to a defect) specific procedures, that have been defined worldwide by IKEA, are followed for the information of all stakeholders.
Food Safety System: Implemented, according to the international standard ISO 22000:2018, at all food sales points of IKEA stores. For the IKEA stores in Greece and Cyprus, the re-certification process is underway and is expected to be completed by the end of the year. For the stores in Bulgaria, the recertification process is also underway.
Sporting goods (INTERSPORT & the Athlete's Foot stores): The Commercial Division of INTERSPORT and The Athlete's Foot, which is also responsible for compliance with the products of INTERSPORT and The Athlete's Foot stores, ensures that market provisions as well as the CE labeling of the European Union are followed. The products have special labeling and signs in order to provide information and advice to consumers regarding their use, as well as information about their manufacturing, etc. INTERSPORT and The Athlete's Foot product policy focuses on the inclusion of terms, within supplier contracts, which foresee compliance with all the rules and laws applicable to products procured by INTERSPORT and The Athlete's Foot respectively. In case of defective products, INTERSPORT and The Athlete's Foot respectively proceed
immediately with their withdrawal and replacement, as well as to all necessary actions in order to inform any pertinent bodies, such as the Ministry of Development and Investment, consumer associations, but also the consumer community, with a special press release.
In compliance with the relevant legislation of the European Union and more specifically with the Regulation for energy labeling (EU) 2017/1369, since November 2020 at IKEA started and is currently in progress, with specific preparatory actions, the transitional period of implementation of the new Directives for the launch of new energy labels, through which customers will be informed about the energy consumption of electrical appliances and light bulbs. Since 2021, the new energy labels are available on products sold, while by February 2023, the new energy labels will be available for all lamps, according to the respective regulation. More information is available at New energy label | IKEA Greece.
For the advertising and promotion of IKEA products, the company follows the communication code applied by IKEA worldwide and all codes of conduct, marketing and communication as well as the food market rules which it is obliged to comply with while it takes into consideration all local needs. The company's policy concerning product marketing is adapted to both local as well as to consumers' needs. For this reason, IKEA stores differ depending on their location, in order to meet the standards and culture of the respective local community.
Respectively, INTERSPORT ATHLETICS S.A.'s marketing and communication strategy is defined by its vision, which is to bring sports to the People and that of the Athlete's Foot's, which is to bring style to sports, while always having as a principle the consumers' needs and particularities. Both INTERSPORT's and the Athlete's Foot's marketing policies focus on two areas: corporate communication and product promotion. The product communication and promotion methods include various media such as TV and radio, online advertising, etc., while all codes of conduct, marketing and communication codes, as well as the market regulations that the companies are obliged to adhere to, in all countries of operation, are being followed.
FOURLIS Group operates daily for the realization of its commitment and vision: the establishment of the preconditions for a better life for all. In this context, the Group seeks to be in constant connection with the citizens and the wider society in the countries where it operates, aiming to be informed about their needs and to understand them.
Then, it proceeds with the evaluation and prioritization of the needs, and designs programs and actions with criteria to meet the real and important needs of each local community, but also those that are more
in line with the Group's social responsibility strategy, (supporting vulnerable social groups and mostly children), the number of beneficiaries, as the well as the nature of its activities.
In addition, in cases where there are special circumstances (e.g., pandemic, natural disasters), the Group either adjusts its programs or includes actions aimed at addressing these emergencies for the relief of society and citizens.
The following are some of the most significant programs and actions implemented during the 1st half of 2022 to support society.
public regarding bullying at school and provided information on how to deal with the phenomenon.
o proceeded to the refurbishment of a film library in a school hall in the village of Dermantsy, where the 200 children attending the school will have the opportunity to attend a program dedicated to cinema and photography.
FOURLIS Group is its People, all those who support its operations on a daily basis. Its approach to employment and its relationships with its employees directly affect their performance, retention and development, while these issues are also significant for the Group's long-term sustainable development. The following are the main pillars of the policy, regarding the recruitment of staff and the professional development of its human resources:
When in any of the companies there are job openings, those are readily covered either via internal transfer/promotion of employees (through the Open Resourcing Policy), or via a direct transfer/promotion of an employee (for Executives), or via a new recruitment.
FOURLIS Group has an Equal Opportunities & Diversity Policy and a Suitability Policy of the Board of Directors, for which more information is available in the Corporate Governance Statement, at www.fourlis.gr.
The employees' need for training is continuous and ever increasing, as the competition and the current market demands are constantly generating new training and educational needs. For this reason, the training of each Group employee begins upon his/her recruitment, while ensuring the continuous training and education of employees is achieved through adherence to the training plan drawn up at the completion of the annual performance appraisal.
The first training program for every Group employee is an induction program, through which it is ensured that all the newly hired employees are informed about the Group's Structure, Values, Code of Conduct and Internal Labor Regulation of each company. This program is implemented both in classroom and via e-learning. Also, all Group employees are members of the Training Academy of the Group, "FOURLIS Learning Academy", which has been operating since 2011, and participate in programs according to the requirements of their role and their needs for personal development.
In the context of the Academy, the FOURLIS Retail Diploma program was launched in 2016. The program was created with the main objective to provide high level knowledge from University Professors and Senior Executives of both the market and the Group, in a range of fields mainly focusing on Retail Management. The program is attended by employees from all Group companies in all countries of operation.
The 1st half of 2022, all trainings were implemented remotely either through e-learning or through an synchronous training platform.
The Group has adopted an annual Performance Appraisal and Development Review System for all the Group employees, in order to ensure that the evaluation process is and will remain transparent. The performance Appraisal and Development Review Procedure, which includes both the assessment of the agreed measurable objectives and the employees' skills and behavior, is conducted once a year for all employees in all Group companies. In 2020, the Appraisal and Development Review procedure was renewed to meet current business needs. During the 1st half of 2022 the Performance Appraisal and Development Reviews for 2021 were completed.
In the 1st half of 2022, the following actions were also implemented for the Group employees:
International Women's Day: On the occasion of International Women's Day, the Group carried out a series of activities focusing on the Group's women. Specifically:
o more than 40 women from all the Group's companies in all the countries where it operates were photographed and talked about female role models, the role of women in the modern era and what makes them proud. Their photos were shared with all employees through the internal communication tool.
Given that the creation of a safe and healthy work environment is a fundamental Principle for the Group, as it is also depicted in its Values, at the Group an important priority is to ensure compliance with the Health and Safety Policy. The Group has also developed and implements an Occupational Health and Safety management system, which complies with all legal requirements as well as the requirements of the "ILO Code of Practice on Recording and Notification of Occupational Accidents and Diseases". The system applies to all the activities, stores and facilities of the Group, as well as all employees and suppliers and partners working or visiting its facilities.
Furthermore:
FOURLIS Group carries out all the actions required by law on risk management. In particular, as required by legislation, intensive inspections are carried out by Safety Technicians in all facilities of the Group companies. In order to manage health and safety risks, a documented Occupational Risk Assessment is carried out and in addition Safety Technicians prepare a Risk Report. At the Group there is also a Risk Management Team.
In addition, aiming to inform employees on health and wellbeing issues and to encourage them to adopt a healthier lifestyle, the Group's Social Responsibility Division continued the implementation of the EF ZIN (WELLBEING) program. In the context of this program, a number of actions that concern healthy diet, health and prevention, exercise, etc. are taking place every year.
During the 1st half of 2022 the following actions were implemented:
The Group approaches the issues of respect and protection of Human Rights in a systematic way through policies and initiatives. This effort is comprised of:
The Internal Labor Regulations.
The Code of Conduct that includes the Code of Conduct Line/Whistleblowing System. All Group employees have signed, independently of their position in the corporate hierarchy, the detailed or concise version of the Code of Conduct, (the concise version is available on the website www.fourlis.gr). In addition, the Code of Conduct Line/Whistleblowing System of the Group is available 24 hours a day and anyone may call the Line, in order to report (anonymously or not), any concerns related to Code of Conduct violations or non-compliance with the legislation. In the 1st half of 2022, the Code of Conduct was updated, in accordance with the requirements of Law 4706/2020, regarding regulatory compliance issues.
During the 1st half of 2022 the Group proceeded to the publication of a separate Human Rights Policy, which addresses to all its subsidiaries and which is available at www.fourlis.gr
Furthermore, in 2022 FOURLIS Group will focus even more on issues of diversity and inclusion, in the areas: INCLUSIVE LEADERSHIP, GENDER EQUALITY and PEOPLE WITH DISABILITIES, with specific actions.
Aiming to fight corruption, bribery and fraud, the Group has established and implements the following codes, regulations and policies, which cover all the subsidiaries and for which there is more information available for all stakeholders at www.fourlis.gr:
At the same time, the Group has set up the following committees and units to support both the Board of Directors and the Internal Audit System, more detailed information for which is also available at www.fourlis.gr:
The above mentioned have been approved by the Board of Directors of the Group, considering the precautionary principle and the relevant information is available on the site of FOURLIS Group www.fourlis.gr, so that it is accessible to all.
The Group applies a management procedure for any incident of corruption, bribery or fraud and in each case the Top Management, the Internal Audit Department and the Regulatory Compliance Unit are informed.
Sustainable Development Supervision: Sustainable development issues are discussed at least once per year in the Executive Committee, which includes executives of the Group's companies, as well as executive members of the Board of Directors, with knowledge on ESG topics, who in turn inform about the sustainable development issues other Board of Directors Members, so as according to the results of the materiality analysis and during the meetings of the Board of Directors, to set priorities and the respective goals.
The Group adheres not only to the European Legislation, but also to the local legislations of the countries where it operates, regarding personal data protection of the parties who transact with the Group. Respecting privacy is a core element of both the Code of Conduct and the policies that are embedded in Group and its subsidiaries operations.
FOURLIS Group values the trust of all those who enter into a transaction with the Group and has designed and implements a personal data and sensitive personal data protection policy for all natural persons (visitors, partners, customers, suppliers, current, former and candidate employees). The Group makes sure to protect, with due diligence, all personal information collected for business needs, after obtaining legal consent, and to safeguard the rights of natural persons, in accordance with the existing legislation and Data Protection Authority guidelines (GDPR), in all countries where the Group companies operate. It is worth mentioning that all the Group employees in all counties where it operates, have received training in GRDP issues, either via classroom seminars or via e-learning. GDPR training is also part of the induction program for all new employees. Compliance with the relevant legislation and data security is examined at Group companies Board of Directors level.
More information is available at www.fourlis.gr as well as at the FOURLIS Group Sustainable Development and Social Responsibility Report 2021, also available at www.fourlis.gr
FOURLIS Group recognizes the importance of environmental protection, as well as the challenges posed by climate change, and monitors the impact of its activities while carrying out a series of voluntary
actions and initiatives, aimed at reducing its environmental footprint, by saving and recycling natural resources, reducing greenhouse gas emissions from its operation, as well as raising awareness of employees and the public on environmental issues and adopting a responsible attitude to life.
The results of the applied practices are communicated in the annual Report on Sustainable Development and Social Responsibility, as well as in the Progress Report "Communication on Progress" of the Group, regarding the observance of the ten Principles of the United Nations Global Compact.
The practices implemented by the Group companies include the following:
More information is available at FOURLIS Group Sustainability Development and Social Responsibility Report 2021, at www.fourlis.gr
FOURLIS Group implements recycling programs in collaboration with competent bodies for sorting and appropriately managing each waste category. In addition, recycling programs are
carried out in the premises of FOURLIS Group companies with the participation of employees and the use of special recycling bins that have been placed in the workplace for this purpose. The materials recycled at the Group include: paper, batteries, cooking oil, light bulbs, aluminum, glass, plastic, metals, timber.
The IKEA Airport store manages organic waste, which is promoted for composting.
At FOURLIS Group facilities a significant quantity of water is consumed, due to the sanitation needs and to the large number of visitors and employees. For this reason, the Group monitors consumption per subsidiary and examines the implementation of additional measures, where necessary, in order to reduce water consumption at its facilities.
IKEA stores have products that promote a sustainable way of life and which are presented in detail on its website (https://www.ikea.gr/en/simple-changes-for-a-more-sustainable-life/sustainable-products/). In relation to the food available in the restaurant of the IKEA stores and sold by the IKEA Swedish Food Store, the following are worth mentioning:
In 2020, IKEA launched the new vegetable meatballs HUVUDROLL, which are produced from pea protein, oats, potatoes, onion and apple and which have the same taste and texture as the classic IKEA meatballs. The plant ingredients of this new product come from sustainable sources, with a very small environmental footprint (4%).
Respectively, INTERSPORT and The Athlete's Foot also have products that promote a sustainable way of life. More information is available at https://www.intersport.gr/sustainable/ and www.theathletesfoot.gr respectively.
Reduction of Food Waste: As part of IKEA's global commitments, HOUSEMARKET (IKEA Stores) is committed to reducing food waste by 50% in IKEA restaurants in Greece, Cyprus and Bulgaria by the end of 2022, as well as raising public awareness about reducing food waste at home. In this context, it continued to implement waste reduction practices in all its restaurants in Greece, Cyprus and Bulgaria, (e.g. use of "Waste Watchers", an electronic system for measuring and recording food waste in restaurant kitchens), while training all the human resources employed in stores where the system is implemented (Kifissos, Airport, Thessaloniki, Cyprus, Sofia Bulgaria), on the effects of food waste on the environment and on the importance of proper recording and inventory management.
HOUSEMARKET also became a member of the Alliance for Reducing Food Waste, https://foodsavingalliancegreece.gr/
The Group's business continuity is critical to the continuous delivery of high-quality products and services. The Group aims to maximize the client satisfaction and develop mechanisms, aimed at identifying and responding to situations that may adversely affect the business continuity of its critical operations, such as the availability of its products. In order to ensure business continuity, the Group assesses its weaknesses and investigates threats that may affect its business model and are related to its supply chain and takes relevant precautionary measures.
According to the above, the Group ensures the continuous improvement of its relations with suppliers through the communication of the terms of cooperation and the basic framework of principles and values that should govern the cooperation between them. Cooperation proposals and offers submitted by suppliers are evaluated based on approved (qualitative and quantitative) criteria, to ensure that the selected partners/suppliers have the necessary know-how, as well as the ability to perform the assigned services, always with integrity, quality and reliability.
The main suppliers' categories with which the Group cooperates are the suppliers of goods, services and assets. The main supply chain services provider for the Group is the subsidiary TRADE LOGISTICS.
The Group is in the process of developing a Supplier Code of Conduct, which aims to act as a set of guidelines, that will define the basic standards of ethical behavior, values and principles of Sustainable Development, which the Group expects to be adopted from its suppliers/ partners, in their transactions with it.
The Group has closely monitored and continues to closely monitor developments in the COVID-19 pandemic in order to adapt to the specific conditions arising for tackling and limiting the spread of the COVID-19 pandemic.
With a sense of responsibility towards its people, customers and society as a whole, the Group complied promptly and fully with the official instructions of the competent authorities for their operation of its physical stores and headquarters in the countries where it operates, harmonized with the current legislation/instructions/decisions and continued its commercial transactions in physical stores according to guidelines.
At the same time, whenever deemed necessary, the crisis management team carried out meetings, so that it could take the necessary decisions according to the developments related to the pandemic, taking appropriate information, prevention and protection measures for the limitation of the spread of the COVID-19 pandemic.
To ensure the health, safety and wellbeing of employees, FOURLIS Group continued the strict implementation of the legislation for every labor issue. In Greece, but also in other countries (Cyprus, Bulgaria, Romania, Turkey), the Group continued the regular and thorough information on the issues of the COVID-19 pandemic to its employees. In addition, there was constant communication between the employees and the Occupational Physicians, business travel was limited to what was absolutely necessary, while the Group installed bins for the disposal of masks and disposable gloves in the workplace as well as it provided high protection masks, gloves and self-tests for all employees.
The Group respectively took protection measures for its partners and suppliers. In this context and following the legislation, it proceeded to the cessation of live meetings in its workplaces, implementing online meetings using digital media (Microsoft Teams). In cases where there was the need for a live meeting, such as when sampling products, the official guidelines were completely followed by taking all the necessary safety measures. For the partners who were in the workplace, the policies and guidelines concerning the employees of the Group were followed.
And for its customers, the Group continued the strict implementation of all laws related to retail stores and followed the guidelines of the authorities regarding the number of customers and visitors in them.
Related parties transactions are analyzed in Note 20 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2022.
The total number of employees of the Group as at 30, June 2022 was 3,968 people (3,929 on 30/6/2021). Respectively, the human resources of the Company on 30/6/2022 are 111 people (100 on 30/6/2021).
The transactions and remuneration of the managers and members of the Management are detailed in Note 20 of the Interim Condensed Financial Statements for the period 1/1 – 30/6/2022.
The Ordinary General Assembly of the shareholders of the Company "FOURLIS HOLDINGS SA" on 18/6/2021 in accordance with the provisions of article 49 of law 4548/2018, approved acquisition of treasury (own) shares. The maximum number of shares that can be acquired, including the shares previously acquired by the Company and held, will amount to 2,604,600 shares (5% of the paid-up share capital), with a minimum acquisition limit of one euro (€ 1.00) per share and acquisition ceiling of eight euros (€ 8.00) per share.
On 30/6/2022 the Company owns 1,482,653 treasury shares, representing 3.0918% of the Company's share capital with an average purchase price of euro 3.662 per share and a total value of euro 5,429,475.29 (31/12/2021: 1,391,048).
There are no other events after 30/6/2022 that significantly affect the financial situation and the results of the Group except for the following:
On 5/7/2022 the partial split of the company SNEAKERS MARKET SA (hereinafter Beneficiary) was completed with its registration in the General Commercial Register (GCR) with Registration Code Number 2903747, as well as with Registration Code Number 2903866 in relation to the company INTERSPORT SA (Splitted). As a result of the split, the Beneficiary's share capital increased by the amount of five million five hundred seventy thousand seven hundred euros (5,570,700). The increase in the share capital was carried out by the issue of five million five hundred seventy thousand and seven hundred (5,570,700) shares, with a nominal value of one euro (1.00) per share, which were taken over in total by the sole shareholder of the splitted, the company " FOURLIS HOLDINGS SA".
After the aforementioned changes, share capital of the company now amounts to five million five hundred ninety-five thousand seven hundred euro (€5,595,700.00), divided into five million
five hundred ninety-five thousand seven hundred (5,595,700) shares, with a nominal value of one euro (€1.00) per share, fully paid.
Also, the share capital of the Splitted Company reduced a) by the amount of Euro 4,540,144.00, which corresponds to the amount of the accounting net position of the splitted segment " trade of sporting goods, designed both for daily use and exercise, which operates today under the brand name TAF-THE ATHLETE'S FOOT " in the Company's reports, in relevance with the corresponding application of article 31 of Law 4548/2018, and b) in the amount of 7.50 euros for rounding purposes, with an equal cash refund to its sole shareholder Company, i.e. in the total amount of four million five hundred forty thousand one hundred and fifty one euros and 50 cents (4,540,151.50), with the cancellation of one hundred and fifty four thousand six hundred and ninety (154,690) ordinary registered shares with voting right, with a nominal value of euro 29.35 per share.
Following the above, the Company's share capital now amounts to twenty-one million eightyfive thousand two hundred and sixteen euros and ten cents (21,085,216.10), divided into seven hundred and eighteen thousand four hundred and six (718,406) ordinary registered shares with voting right, with a nominal value of twenty nine euros and thirty-five cents (29.35) per share, fully paid.
capital of TRADE ESTATES REIC, while the rest will belong to the Group through its subsidiaries. More specifically:
In order to implement the aforementioned decisions, on 8/8/2022 the Company submitted to the Capital Market Commission a request for approval of the content of the draft newsletter regarding the Increase of the Company's Share Capital by public offering in Greece and the listing of all its shares in the Main Market of the Athens Stock Exchange.
On 24/8/2022, a mortgage note of euro 70 million was registered on the property of the subsidiary company TRADE ESTATES BULGARIA EAD in favor of Eurobank SA, to secure a bond loan of euro 70 million issued by the parent company.
This Board of Directors Report as well as the Interim Condensed Financial Statements for the first half of 2022, the Notes on the Interim Condensed Financial Statements and the Audit Report of the Independent Auditor's Report are published on the Group's website: http://www.fourlis.gr.
Marousi, September 5, 2022
The Board of Directors
The Interim Condensed Financial Statements (Consolidated and Corporate) for the period 1/1 – 30/6/2022 listed on pages 50 to 92, have been prepared in accordance with International Accounting Standard (IAS 34), for Interim Financial Statements, approved by the Board of Directors on 5/9/2022 and signed by:
Chairman of the Board of Directors CEO
Vassilis St. Fourlis ID No. AM – 587167 Apostolos D. Petalas ID No. ΑΚ - 021139
Finance Manager Controlling & Planning Chief Accountant
Maria I. Theodoulidou ID No. AO - 619670
Sotirios I. Mitrou ID No. ΑI – 557890 Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. 8B Chimarras str., Maroussi 151 25 Athens, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
We have reviewed the accompanying interim condensed separate and consolidated statement of financial position of "FOURLIS HOLDINGS S.A." (the "Company") as at 30 June 2022, and the related interim condensed separate and consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an integral part of the six-month financial report of Law 3556/2007. Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and apply to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as incorporated in Greek Law, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that may be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. 8B Chimarras str., Maroussi 151 25 Athens, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
Our review has not identified any inconsistency between the other information contained in the sixmonth financial report prepared in accordance with article 5 and 5a of Law 3556/2007 with the accompanying interim condensed financial information.
Athens, 6 September 2022
The Certified Auditor Accountant
ANDREAS HADJIDAMIANOU SOEL reg. no 61391 ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. 8B CHIMARRAS, MAROUSSI 151 25, ATHENS SOEL reg. no 107
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Assets | Note | 30/6/2022 | 31/12/2021 | 30/6/2022 | 31/12/2021 |
| Non-current Assets | |||||
| Property plant and equipment | 7 | 71,937 | 70,404 | 210 | 194 |
| Right of use assets | 8 | 140,289 | 121,064 | 1,455 | 1,026 |
| Investment Property | 207 | 207 | 0 | 0 | |
| Intangible Assets | 10 | 10,260 | 10,126 | 173 | 172 |
| Investments | 27,068 | 27,200 | 92,988 | 91,489 | |
| Long Term receivables | 5,043 | 4,789 | 65 | 65 | |
| Deferred Taxes | 9,287 | 7,214 | 245 | 230 | |
| Total non-current assets | 264,092 | 241,003 | 95,135 | 93,176 | |
| Current assets | |||||
| Inventory | 89,178 | 79,194 | 0 | 0 | |
| Income tax receivable | 207 | 324 | 5 | 5 | |
| Trade receivables | 4,036 | 3,882 | 983 | 694 | |
| Other receivables | 26,564 | 18,435 | 862 | 3,719 | |
| Cash & cash equivalent | 74,878 | 103,455 | 6,110 | 244 | |
| Assets classified as held for sale | 9 | 295,912 | 228,669 | 0 | 0 |
| Total current assets | 490,775 | 433,959 | 7,959 | 4,662 | |
| Total Assets | 754,868 | 674,962 | 103,095 | 97,838 | |
| SHAREHOLDERS EQUITY & LIABILITIES | |||||
| Shareholders equity | |||||
| Share Capital | 11 | 52,132 | 52,132 | 52,132 | 52,132 |
| Share premium reserve | 13,986 | 14,002 | 14,713 | 14,713 | |
| Reserves | 28,268 | 24,311 | 12,583 | 12,039 | |
| Retained earnings | 83,297 | 86,586 | 7,199 | 14,365 | |
| Total Equity | 177,683 | 177,031 | 86,627 | 93,249 | |
| LIABILITIES | |||||
| Non Current Liabilities | |||||
| Non - current loans | 14 | 128,047 | 89,751 | 38 | 77 |
| Lease liabilities | 15 | 120,168 | 104,435 | 1,116 | 781 |
| Employee retirement benefits | 7,604 | 7,405 | 913 | 914 | |
| Deferred Taxes | 603 | 707 | 0 | 0 | |
| Other non-current liabilities | 132 | 363 | 23 | 23 | |
| Total non current Liabilities | 256,554 | 202,660 | 2,091 | 1,795 | |
| Current Liabilities | |||||
| Short term loans for working capital | 14 | 22,330 | 44,450 | 0 | 0 |
| Current portion of non-current loans and | 14 | 24,644 | 90,849 | 0 | 0 |
| borrowings | |||||
| Short term portion of long term lease liabilities | 15 | 29,435 | 25,422 | 403 | 303 |
| Income Tax Payable | 1,862 | 1,550 | 0 | 0 | |
| Accounts payable and other current liabilities | 109,447 | 96,453 | 13,974 | 2,491 | |
| Liability arising from assets held for sale* | 9 | 132,912 | 36,546 | 0 | 0 |
| Total current Liabilities | 320,630 | 295,270 | 14,377 | 2,794 | |
| Total liabilities (d) | 577,184 | 497,931 | 16,468 | 4,589 | |
| Total Equity & Liabilities (c) + (d) | 754,868 | 674,962 | 103,095 | 97,838 |
The accompanying notes on pages 58 to 92 are an integral part of the Interim Condensed Financial Statements.
*The amount contains loans amounting to euro 112 million (note 9)
(In thousands of Euro, unless otherwise stated)
| Group | ||||
|---|---|---|---|---|
| Note | 1/1-30/6/2022 | 1/1-30/6/2021 | ||
| Revenue* | 212,624 | 185,674 | ||
| Cost of Goods Sold | (115,728) | (104,672) | ||
| Gross Profit | 96,896 | 81,003 | ||
| Other income | 4,913 | 10,573 | ||
| Distribution expenses | (83,039) | (71,815) | ||
| Administrative expenses | (15,537) | (10,872) | ||
| Net gain from the fair value adjustment of investment property |
9 | 4,999 | 0 | |
| Other operating expenses | (429) | (312) | ||
| Operating Profit | 7,803 | 8,576 | ||
| Total finance cost | (7,617) | (7,426) | ||
| Total finance income | 433 | 246 | ||
| Contribution associate companies profit and loss | 630 | (537) | ||
| Profit before Tax | 1,248 | 859 | ||
| Income tax | 16 | 1,264 | (285) | |
| Net Profit (A) | 2,513 | 574 | ||
| Attributable to : | ||||
| Equity holders of the parent | 2,513 | 574 | ||
| Net Profit (A) | 2,513 | 574 | ||
| Basic Earnings per Share (in Euro) | 17 | 0.0482 | 0.0110 | |
| Diluted (Losses) / Earnings per Share (in Euro) | 17 | 0.0478 | 0.0000 |
Revenue is defined as income from contracts with customers.
*Sales Revenue amount of 1/1 – 30/6/2022 include lease revenue amounting to euro 2,240 thousand (1/1 – 30/6/2021 euro 297 thousand)
(In thousands of Euro, unless otherwise stated)
| Group | |||
|---|---|---|---|
| Note | 1/1 -30/6/2022 | 1/1 -30/6/2021 | |
| Net Profit (A) | 2,513 | 574 | |
| Other comprehensive income/(loss) Other comprehensive income transferred to the income statement |
|||
| Foreign currency translation from foreign operations Effective portion of changes in fair value of cash flow hedges |
(31) 3,445 |
(340) 73 |
|
| Total Other comprehensive income transferred to the income statement |
3,414 | (267) | |
| Comprehensive (Losses) / Income after Tax (B) | 3,414 | (267) | |
| Total Comprehensive (Losses) / income after tax (A) + (B) |
5,926 | 306 | |
| Attributable to: Equity holders of the parent |
5,926 | 306 | |
| Total Comprehensive (Losses) / Income after tax (A) + (B) |
5,926 | 306 |
(In thousands of Euro, unless otherwise stated)
| Company | |||
|---|---|---|---|
| Note | 1/1 -30/6/2022 | 1/1 -30/6/2021 | |
| Revenue | 2,354 | 2,215 | |
| Cost of Goods Sold | 6 | (2,309) | (2,181) |
| Gross Profit | 45 | 34 | |
| Other income | 6 | 1,028 | 758 |
| Administrative expenses | 6 | (2,133) | (1,484) |
| Depreciation/Amortisation (Administration) | (267) | (212) | |
| Other operating expenses | (17) | (3) | |
| Operating Loss | (1,345) | (908) | |
| Total finance cost | (34) | (28) | |
| Loss before Tax | (1,379) | (935) | |
| Income tax | 16 | 15 | (10) |
| Loss (A) | (1,364) | (946) |
Revenue is defined as income from contracts with customers.
(In thousands of Euro, unless otherwise stated)
| Note | 1/1 -30/6/2022 | 1/1 -30/6/2021 | |
|---|---|---|---|
| Loss (A) | (1,364) | (946) | |
| Other comprehensive (loss)/ income Other comprehensive income not transferred to the income statement |
|||
| Total other comprehensive income not transferred to the income statement |
(0) | (0) | |
| Comprehensive (losses)/income after Tax (B) | (0) | (0) | |
| Total comprehensive income/(losses) after tax (A) + (B) |
(1,364) | (946) | |
| Attributable to : | |||
| Equity holders of the parent | (1,364) | (946) | |
| Total comprehensive income/(losses) after Tax (A) + (B) |
(1,364) | (946) |
(In thousands of Euro, unless otherwise stated)
| Note | Share Capital |
Share premiu m reserve s |
Reserve s |
Revalua tion Reserve s |
Foreign exchange diff. from Statemen t of Financial Position transl. |
Retained earnings / (Accumul ated losses) |
Total (a) | |
|---|---|---|---|---|---|---|---|---|
| Balance at 1.1.2021 Total comprehensive income/(loss) for |
52,092 | 14,025 | 37,003 | 722 | reserves (10,341) |
75,261 | 168,762 | |
| the period Profit |
0 | 0 | 0 | 0 | 0 | 574 | 574 | |
| Foreign currency translation from foreign operations |
0 | 0 | 0 | 0 | (340) | 0 | (340) | |
| Effective portion of changes in fair value of cash flow hedges |
0 | 0 | 73 | 0 | 0 | 0 | 73 | |
| Total comprehensive income/(loss) | 0 | 0 | 73 | 0 | (340) | 0 | (267) | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | 73 | 0 | (340) | 574 | 306 | |
| Transactions with shareholders recorded directly in equity |
||||||||
| Share Capital Increase SOP Reserve |
0 0 |
(1) 0 |
0 216 |
0 0 |
0 0 |
0 0 |
(1) 216 |
|
| Net Income directly booked in the | ||||||||
| statement movement in Equity | 0 | (110) | 0 | 0 | 0 | 0 | (110) | |
| Stock Buy Back | 0 | 0 | (104) | 0 | 0 | 0 | (104) | |
| Total transactions with shareholders | 0 | (111) | 112 | 0 | 0 | 0 | 1 | |
| Balance at 30.6.2021 | 52,092 | 13,914 | 37,188 | 722 | (10,681) | 75,835 | 169,069 | |
| Balance at 1.1.2022 Total comprehensive income/(loss) for |
52,132 | 14,002 | 34,554 | 722 | (10,966) | 86,586 | 177,031 | |
| the period | ||||||||
| Profit Foreign exchange differences |
0 0 |
0 0 |
0 0 |
0 0 |
0 (31) |
2,513 0 |
2,513 (31) |
|
| Effective portion of changes in fair value of cash flow hedges |
0 | 0 | 3,445 | 0 | 0 | 0 | 3,445 | |
| Total comprehensive income/(loss) | 0 | 0 | 3,445 | 0 | (31) | 0 | 3,414 | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | 3,445 | 0 | (31) | 2,513 | 5,926 | |
| Transactions with shareholders, | ||||||||
| recorded directly in equity SOP Reserve |
0 | 0 | 605 | 0 | 0 | 0 | 605 | |
| Net Income directly booked in the statement movement in Equity |
0 | (17) | 0 | 0 | 0 | 0 | (17) | |
| Stock Buy Back | 0 | 0 | (282) | 0 | 0 | 0 | (282) | |
| Equity Holders | 12 | 0 | 0 | 221 | 0 | 0 | (5,802) | (5,582) |
| Total transactions with shareholders | 0 | (17) | 544 | 0 | 0 | (5,802) | (5,275) | |
| Balance at 30.6.2022 | 52,132 | 13,986 | 38,543 | 722 | (10,997) | 83,297 | 177,683 |
(In thousands of Euro, unless otherwise stated)
| Note | Share Capital |
Share premium reserves |
Reserves | Retained earnings / (Accumulate |
Total Equity | |
|---|---|---|---|---|---|---|
| d losses) | ||||||
| Balance at 1.1.2021 | 52,092 | 14,625 | 14,694 | 9,967 | 91,378 | |
| Total comprehensive | ||||||
| income/(loss) for the period | ||||||
| Profit /(Loss) | 0 | 0 | 0 | (946) | (946) | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | 0 | (946) | (946) | |
| Transactions with shareholders | ||||||
| recorded directly in equity | ||||||
| Share Capital Increase | 0 | (1) | 0 | 0 | (1) | |
| SOP Reserve | 0 | 0 | 216 | 0 | 216 | |
| Stock Buy Back | 0 | 0 | (104) | 0 | (104) | |
| Total transactions with | 0 | (1) | 112 | 0 | 111 | |
| shareholders | ||||||
| Balance at 30.6.2021 | 52,092 | 14,624 | 14,806 | 9,021 | 90,543 | |
| Balance at 1.1.2022 | 52,132 | 14,713 | 12,039 | 14,365 | 93,249 | |
| Total comprehensive | ||||||
| income/(loss) for the period | ||||||
| Profit /(Loss) | 0 | 0 | 0 | (1,364) | (1,364) | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | 0 | (1,364) | (1,364) | |
| Transactions with shareholders, | ||||||
| recorded directly in equity | ||||||
| SOP Reserve | 0 | 0 | 605 | 0 | 605 | |
| Stock Buy Back | 0 | 0 | (282) | 0 | (282) | |
| Equity Holders | 0 | 0 | 221 | (5,802) | (5,582) | |
| Total transactions with shareholders |
0 | 0 | 544 | (5,802) | (5,258) | |
| Balance at 30.6.2022 | 52,132 | 14,713 | 12,583 | 7,199 | 86,627 |
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| 30/6/2022 | 30/6/2021 | 30/6/2022 | 30/6/2021 | ||
| Operating Activities | |||||
| (Loss)/Profit before taxes | 1,248 | 859 | (1,379) | (935) | |
| Adjustments for | |||||
| Depreciation / Amortization* | 6 | 11,494 | 13,641 | 267 | 212 |
| Provisions Foreign exchange differences |
748 63 |
280 329 |
131 0 |
66 0 |
|
| Results (Income, expenses, profit and loss) from | |||||
| investment activity | (860) | (1) | 0 | (0) | |
| Interest Expense | 7,226 | 6,853 | 34 | 28 | |
| Plus/less adj for changes in working capital | |||||
| related to the operating activities | |||||
| (Increase) / decrease in inventory | (10,113) | 1,006 | 0 | 0 | |
| (Increase) / decrease in trade and other receivables | (6,473) | (12,596) | (681) | 157 | |
| Increase / (decrease) in liabilities (excluding banks) | 7,169 | 23,263 | 10,483 | 187 | |
| Less | |||||
| Interest paid and interest on leases Income taxes paid |
(7,196) (818) |
(7,034) (285) |
(34) 0 |
(28) 0 |
|
| Net cash generated from operations (a) | 2,489 | 26,315 | 8,821 | (314) | |
| Investing Activities | |||||
| Purchase or Share capital increase of subsidiaries and | (20) | 0 | (25) | (10,000) | |
| related companies | |||||
| Purchase of tangible and intangible fixed assets | 7,10 | (9,368) | (5,996) | (86) | (19) |
| Proceeds from disposal of tangible and intangible assets |
2 | 5 | 0 | 0 | |
| Addition of assets | 9 | (38,421) | (2,132) | 0 | |
| Interest Received | 102 | 6 | 0 | 0 | |
| Proceeds from dividends | 0 | 0 | 3,250 | 10,200 | |
| Loans provided to subsidiaries and associates | (1,816) | 0 | 0 | 0 | |
| Total (outflow) / inflow from investing | (49,521) | (8,116) | 3,139 | 181 | |
| activities (b) | |||||
| Financing Activities | |||||
| Payments for purchase of own shares | (282) | (104) | (282) | (104) | |
| Outflow from share capital increase | (17) | 0 | 0 | 0 | |
| Proceeds from issued loans | 14 | 152,007 | 14,035 | 0 | 0 |
| Repayment of loans | 14 | (124,075) | (9,084) | (38) | 0 |
| Repayment of leasing liabilities | 15 | (9,180) | (8,413) | (193) | (142) |
| Dividends paid | 0 | (83) | 0 | (83) | |
| Total inflow / (outflow) from financing | 18,453 | (3,649) | (513) | (329) | |
| activities (c) Net increase/(decrease) in cash and cash |
|||||
| equivalents for the period (a)+(b)+(c) | (28,579) | 14,550 | 11,447 | (462) | |
| Cash and cash equivalents at the beginning of | 103,455 | 115,440 | 244 | 550 | |
| the period Effect of exchange equivalents at the beginning of |
|||||
| the period | 2 | (79) | 0 | 0 | |
| Closing balance, cash and cash equivalents | 74,878 | 129,911 | 11,691 | 88 |
*Depreciation/amortization contains an amount of euro 5 million related to capital gains on properties for the period 1/1 – 30/6/2022.
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS S.A. (hereinafter the Company) was incorporated in 1950 as A. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS S.A. (Government Gazette, AE and EPE issue 618/ 13.6.1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary General Shareholders' Assembly on 10/3/2000, which was approved by decision K2 - 3792/ 25.04.2000 of the Ministry of Development. The Shareholders' General Assembly also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The headquarters of the Company are located at 18-20 Sorou Street, Building A Marousi. It is registered in the Companies Registry of the Ministry of Development with registration number 13110/06/B/86/01 and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company has been listed on the Main Market of the Athens Stock Exchange since April 1988.
The Company's duration, in accordance with its Articles of Association, was originally set for 30 years. In accordance with a decision of the Extraordinary Assembly of the Shareholders on 19/2/1988, the term was extended for a further 30 years i.e. to 2026. Following the decision of the Extraordinary Assembly of the Shareholders on 14/6/2019, the term was extended for a further 24 years i.e. to 2050.
The current Board of Directors of the parent Company is as follows:
The number of employed human resources of the Group on 30/6/2022 was 3,968 people and on 30/6/2021 3,929 people. Respectively, the human resources of the Company was 111 people on
30/6/2022 and 100 people was on 30/6/2021.
The Company's activities are the investment in domestic and foreign companies of all types, regardless their objectives and type.
The Company FOURLIS HOLDINGS SA also provides general administration, financial management and information technology services. The centralization of Group support services for the Group Companies in Greece, mainly in the areas of financial planning and controlling, HR, IT, treasury, social responsibility, corporate governance, regulatory compliance, personal data protection and sustainable development was implemented, aiming to gain benefits from synergies and to organize central coordination of decision making and implementing. Centralized services are provided according to arm's length principle from FOURLIS HOLDINGS S.A. to the Group companies.
The direct and indirect subsidiaries and affiliates of the Group, included in the Financial Statements are the following:
| Direct subsidiaries | Parent | Location | % Holding |
|---|---|---|---|
| HOUSEMARKET SA | FOURLIS HOLDINGS SA | Greece | 100 |
| INTERSPORT ATHLETICS SA | FOURLIS HOLDINGS SA | Greece | 100 |
| GENCO TRADE SRL | FOURLIS HOLDINGS SA | Romania | 1.57 |
| SNEAKERS SA | FOURLIS HOLDINGS SA | Greece | 100 |
| WELLNESS SA | FOURLIS HOLDINGS SA | Greece | 100 |
| Indirect subsidiaries | |||
| HOUSE MARKET BULGARIA EAD | HOUSEMARKET SA | Bulgaria | 100 |
| HM HOUSEMARKET (CYPRUS) LTD | HOUSEMARKET SA | Cyprus | 100 |
| TRADE LOGISTICS SA | HOUSEMARKET SA | Greece | 100 |
| WYLDES LIMITED LTD | HOUSEMARKET SA | Cyprus | 100 |
| RENTIS SA | TRADE ESTATES R.E.I.C. | Greece | 100 |
| TRADE ESTATES CYPRUS LTD | H.M. ESTATES CYPRUS LTD | Cyprus | 100 |
| TRADE ESTATES BULGARIA EAD | TRADE ESTATES R.E.I.C. | Bulgaria | 100 |
| H.M. ESTATES CYPRUS LTD | TRADE ESTATES R.E.I.C. | Cyprus | 100 |
| GENCO TRADE SRL | INTERSPORT ATHLETICS SA | Romania | 98.43 |
| GENCO BULGARIA EOOD | INTERSPORT ATHLETICS SA | Bulgaria | 100 |
| INTERSPORT ATΗLETICS (CYPRUS) LTD | INTERSPORT ATHLETICS SA | Cyprus | 100 |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş |
INTERSPORT ATHLETICS SA | Turkey | 100 |
| TRADE ESTATES R.E.I.C. | HOUSEMARKET SA | Greece | 58.50 |
| TRADE ESTATES R.E.I.C. | HOUSE MARKET BULGARIA EAD | Greece | 17.00 |
| TRADE ESTATES R.E.I.C. | HM HOUSEMARKET (CYPRUS) LTD | Greece | 9.90 |
| TRADE ESTATES R.E.I.C. | TRADE LOGISTICS SA | Greece | 14.60 |
| BERSENCO SA | TRADE ESTATES R.E.I.C. | Greece | 100 |
| KTIMATODOMI SA | TRADE ESTATES R.E.I.C. | Greece | 100 |
| ΜΑΝΤΕΝΚΟ SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
|---|---|---|---|
| POLIKENCO SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
| VYNER LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SW SOFIA MALL ENTERPRISES LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SEVAS TEN SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
| RETS CONSTRUCTIONS SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
In the period from 1/1 - 30/6/2022, the following changes of share capital in the parent company took place:
Under the context of the Stock Option Plan which was approved and established by the resolution of the Extraordinary General Assembly of the shareholders on 27/9/2013 (Stock Option Plan – hereinafter "the Program"), within the year 2021, 39,943 options were exercised (hereinafter "the Options"). Following the resolution of the Board of Directors on 28/12/2020 (relevant minutes of the BoD with number 430/20.12.2021), the exercise of the aforementioned options from the corresponding beneficiaries of the Program was certified by payment of the exercise price of the new shares.
It is noted that the underlying price of shares to which the distributed options reflect, had been initially determined at the amount of euro 3.40 per share, which was the closing stock price of the share on the date of the resolution of the General Assembly regarding the SOP (27/9/2013). Already, following the resolutions of 20/11/2017, 19/11/2018 and 18/11/2019 of the BoD (relevant minutes of the BoD 389/20.11.2017, 399/19.11.2018 and 407/18.11.2019), an adjustment has been made at the historical price of the Company's share and therefore the implemented exercise price of the options of the SOP is accounted at the amount of euro 3.2226 per share.
Following the certification of the payment of the exercise price of the Stock Options by their beneficiaries, namely the amount of euro 128,720.33, 39,943 new common nominal shares were issued and delivered to the corresponding beneficiaries of the Program, of nominal value euro 1.00 per share, while the share capital of the Company increased by the amount of euro 39,943 which reflects to the nominal value of the new shares. Moreover, following the exercise of the aforementioned Options by payment of the exercise value, namely euro 3.2226 per share according to the aforementioned, the share premium, of total amount euro 88,777.33, was transferred to "Share Premium reserve".
The aforementioned change was registered to the General Commercial Registry (GCR) on 11/1/2022 (Code Registration Number 2773271), when the increase of the share capital was also realized. Respectively, the announcement no. 1043/11.01.2022 of the Directorate for Companies of the Ministry of Development and Investments was issued. Following these changes, the share capital of the Company now amounts to euro 52,131,944.00 divided into 52,131,944 shares of a nominal value of euro 1.00 per
share, totally paid.
Apart from the above, no other changes were made in the share capital of FOURLIS HOLDINGS SA in the first semester of 2022.
The accompanying Interim Condensed Financial Statements consist of the separate financial statements of the parent Company and the consolidated financial statements of the Group, have been prepared in accordance with International Financial Reporting Standards (IAS 34), on interim Financial Statements as adopted by the European Union and therefore do not contain all the information that are required for the annual financial statements and should be read in conjunction with the published financial statements of the Group as of 31/12/2021 that have been published on the internet at the web address, http://www.fourlis.gr. The Board of Directors approved the Interim Condensed Financial Statements on 5/9/2022.
Management examined the impact of energy crisis, COVID-19 pandemic up to the date of approval of these Consolidated and Separate Financial Statements and concluded that going concern assessment is the appropriate basis for their preparation. The Management monitors closely the developments and is ready to take all the necessary measures to deal with any consequences in its operational activities both from the war conflicts and from the energy crisis and the COVID-19 pandemic.
Regarding the developments in Ukraine, the Group declares that it has no subsidiaries, parent or affiliated companies based in Russia or Ukraine, nor significant transactions with affiliated parties from Russia or Ukraine. The Group also states that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, nor does it maintain warehouses with goods in Russia or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks. The Group states that it will not have an indirect impact from potentially affected sectors nor does it expect a significant impact from energy increases, inflation, fuel and supply chain disruptions. The Management monitors closely the developments and is ready to take all the necessary measures to deal with any consequences in its operational activities.
The Management concluded that the Group is able to fulfill all its obligations on time, at least for a period of 12 months from the Balance Sheet date and that there are no significant uncertainties that may call into question its ability to operate on the going concern principle. The Interim Condensed Financial Statements are presented in thousands of euros, unless otherwise stated and differences in amounts are due to rounding. In addition, certain amounts of the previous year have been adjusted to reflect their nature (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment). More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current
period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment. (note 6)
The Turkish economy was designated as hyperinflationary from June 2022. As a result, IAS 29 "Financial Reporting in Hyperinflationary Economies" has been applied to the Group subsidiary INTERSPORT ATLETIK, which functional currency is the Turkish Lira, and prepares financial statements based on a historical cost approach. IAS 29 requires to report the results of the Group's operation in Turkey, as if this was highly inflationary as of 1 January 2022. Specifically, IAS 29 requires: − Adjustment of historical cost of the non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the end of the reporting date; − Non-adjustment of the monetary assets and liabilities, as they are already expressed in the measuring unit current at the end of the reporting period; − Adjustment of the income statement for inflation and its translation with the closing exchange rate instead of an average rate; and − Recognition of gain or loss on net monetary position in profit or loss in order to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency. The difference between the closing balance of Group's equity on 31.12.2021 and its opening balance on 01.01.2022 will be recognized in equity. Any difference from the ongoing application of re-translation to closing exchange rates and hyperinflation adjustments will be recognized in other comprehensive income. In the consolidated income statement for the six months ended on 30/6/2022, the Group didn't recognize any gain / loss on net monetary position. On the application of IAS 29, the Group used the conversion coefficient derived from the consumer price index published by TurkStat (TUIK). The conversion coefficient was 858.86 and 603.33 on 30.6.2022 and 31.12.2021 respectively.
IAS 29 will continue to be applied in each reporting period as long as the Turkish economy is hyperinflationary.
The accounting policies adopted are consistent with those of the previous financial year except for the following IFRS amendments which have been adopted by the Group and the Company as of 1 January 2022:
IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 (Amendments)
The amendments are effective for annual periods beginning on or after 1 January 2022 with earlier application permitted. The IASB has issued narrow-scope amendments to the IFRS Standards as follows:
IFRS 3 Business Combinations (Amendments) update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
The Amendment applies to annual reporting periods beginning on or after 1 April 2021, with earlier application permitted, including in financial statements not yet authorized for issue at the date the amendment is issued. In March 2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met.
Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned in the financial statements.
The amendments were initially effective for annual reporting periods beginning on or after January 1, 2022 with earlier application permitted. However, in response to the covid-19 pandemic, the Board has deferred the effective date by one year, i.e. 1 January 2023, to provide companies with more time to implement any classification changes resulting from the amendments. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current or non-current. The amendments affect the presentation of liabilities in the statement of financial position and do not change existing requirements around measurement or timing of recognition of any asset, liability, income or expenses, nor the information that entities disclose about those items. Also, the amendments clarify the classification requirements for debt which may be settled by the company issuing own equity instruments.
In November 2021, the Board issued an exposure draft (ED), which clarifies how to treat liabilities that are subject to covenants to be complied with, at a date subsequent to the reporting period. In particular, the Board proposes narrow scope amendments to IAS 1 which effectively reverse the 2020 amendments requiring entities to classify as current, liabilities subject to covenants that must only be complied with within the next twelve months after the reporting period, if those covenants are not met at the end of the reporting period. Instead, the proposals would require entities to present separately all non-current liabilities subject to covenants to be complied with only within twelve months after the reporting period. Furthermore, if entities do not comply with such future covenants at the end of the reporting period, additional disclosures will be required. The proposals will become effective for annual reporting periods beginning on or after 1 January 2024 and will need be applied retrospectively in accordance with IAS 8, while early adoption is permitted. The Board has also proposed to delay the effective date of the 2020 amendments accordingly, such that entities will not be required to change current practice before the proposed amendments come into effect. These Amendments, including ED proposals, have not yet been endorsed by the EU. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned in the financial statements.
The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments provide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. Also, guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgements about accounting policy
disclosures. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned in the financial statements.
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments)
The amendments become effective for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement uncertainty. Also, the amendments clarify what changes in accounting estimates are and how these differ from changes in accounting policies and corrections of errors. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned in the financial statements.
IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments)
The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12 and specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. Under the amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or decommissioning liability and decommissioning asset component) give rise to taxable and deductible temporary differences that are not equal. The Amendments have not yet been endorsed by the EU. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned in the financial statements.
The financial risk management and capital management policies of the Group are analyzed in the annual financial statements of 31/12/2021.
The preparation of financial statements based on IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim condensed financial statements and the reported amounts of revenue and expenses during the reporting period.
Actual results may differ from those estimates. Estimates are based on management's previous experience including expectations of future events under normal conditions. The aforementioned judgments, estimates and assumptions are periodically re - assessed in order to be in line with current available data and reflect current risks.
The estimates and judgments of the Management are consistent with those followed in the preparation of the annual Financial Statements of the Company and the Group for the year ended 31/12/2021.
However, Management will continue monitoring the developments for the rest of the year and adjust its estimates accordingly.
The Group is active on the following two operating segments:
The Retail Trading of Home Furniture and Households Goods (IKEA Stores) also includes investments in real estate through the Group's subsidiary under the name TRADE ESTATES REIC, which was established in July 2021, where it acquired Group properties through a contribution of the specific segment.
The main financial interest is concentrated on the business classification of the Group's activities, where the various economic environments constitute different risks and rewards. The Group's activities comprise mainly one geographical area, that of the wider European region, primarily in Greece along with countries of Southeastern Europe (Romania, Bulgaria, Cyprus and Turkey).
The Group's sales revenue for the period 1/1 – 30/6/2022 arise 56.9% from activities in Greece (54.6% for the period 1/1 – 30/6/2021) with the remaining 43.1% arising from the other countries of Southeastern Europe (45.4% for the period 1/1 – 30/6/2021). Revenue of the Company concern intrasegment transactions and are eliminated at the Consolidated Financial Statements.
Historically, the consumers' demand for the Group products increases during the last four months of the year.
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 131,635 | 81,170 | 2,354 | (2,534) | 212,624 |
| Cost of Goods Sold | (73,302) | (42,426) | (2,309) | 2,309 | (115,728) |
| Gross Profit | 58,333 | 38,744 | 45 | (226) | 96,896 |
| Other income | 4,126 | 626 | 1,028 | (867) | 4,913 |
| Distribution expenses | (49,618) | (34,308) | 0 | 886 | (83,039) |
| Administrative expenses | (9,093) | (4,225) | (2,400) | 181 | (15,537) |
| Net gain from the fair value adjustment of investment property |
4,999 | 0 | 0 | 0 | 4,999 |
| Other operating expenses | (185) | (227) | (17) | 0 | (429) |
| Operating Profit / (Loss) | 8,561 | 611 | (1,345) | (25) | 7,803 |
| Total finance income | 84 | 349 | 0 | 0 | 433 |
| Total finance cost | (4,632) | (2,961) | (34) | 10 | (7,617) |
| Contribution associate companies profit and loss |
630 | 0 | 0 | 0 | 630 |
| Profit / (Loss) before Tax | 4,644 | (2,002) | (1,379) | (15) | 1,248 |
| Depreciation / Amortisation | 1,345 | 9,939 | 267 | (57) | 11,494 |
Group results by operating segment for the period 1/1 – 30/6/2022 are analyzed below:
Certain amounts of the previous year have been adjusted to reflect their nature and provide more consistent information (from expenses included in the cost of sales to distribution expenses and administrative expenses with a corresponding adjustment for depreciation/impairment).
More specifically, last year's amounts included in the cost of sales of the subsidiary TRADE LOGISTICS S.A have been adjusted to become similar and comparable to the corresponding amounts of the current period and to be reflected, depending on their nature, in the distribution expenses and administrative expenses. A corresponding adjustment was made for depreciation/impairment.
In addition, last year's amounts have been adjusted to better reflect changes in the way expenses are allocated between the Group's operating segments. More specifically, the expenses of the subsidiary TRADE LOGISTICS SA of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period regarding the way of apportioning the expenses of the operating segments where the supply chain services are provided.
Accordingly, the results of the operational segments during the period 1/1-30/6/2021 for the Group before the aforementioned changes are presented in the following table:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 111,433 | 74,229 | 2,215 | (2,203) | 185,674 |
| Cost of Goods Sold | (66, 311) | (41,130) | (2, 181) | 2,181 | (107, 441) |
| Gross Profit | 45,122 | 33,100 | 34 | (22) | 78,234 |
| Other income | 6,837 | 3,725 | 758 | (747) | 10,573 |
| Distribution expenses | (40, 630) | (28,904) | $\mathbf{0}$ | 399 | (69, 135) |
| Administrative expenses | (6, 347) | (2,962) | (1,697) | 222 | (10, 784) |
| Other operating expenses | (106) | (203) | (3) | 0 | (312) |
| Operating Profit / (Loss) | 4,876 | 4,756 | (908) | (148) | 8,576 |
| Total finance income | $\overline{\phantom{a}}$ | 244 | $\Omega$ | $\Omega$ | 246 |
| Total finance cost | (3,999) | (3, 421) | (28) | 22 | (7, 426) |
| Contribution associate companies profit and loss |
(537) | 0 | 0 | $\bf{0}$ | (537) |
| Profit / (Loss) before Tax | 342 | 1,579 | (935) | (127) | 859 |
| Depreciation / Amortisation | 4,819 | 8,690 | 212 | (80) | 13,641 |
The differences in the operating segments and the affected lines as well as the adjusted amounts of the previous period 1/1-30/6/21, are analyzed as follows:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
|
|---|---|---|---|
| Revenue | 0 | 0 | |
| Cost of Goods Sold | 1,804 | 964 | 2,768 |
| Gross Profit | 1,804 | 964 | 2,768 |
| Other income | (31) | 31 | |
| Distribution expenses | (1,852) | (828) | (2,680) |
| Administrative expenses | (240) | 152 | (88) |
| Other operating expenses | (4) | 0 | |
| Operating Profit / (Loss) | (316) | 316 | 0 |
| Total finance income | $\bf{0}$ | $\Omega$ | 0 |
| Total finance cost | 37 | (37) | 0 |
| Contribution associate companies profit and loss | 0 | 0 | 0 |
| Profit / (Loss) before Tax | (280) | 280 | $\bf{0}$ |
| Depreciation / Amortisation | 172 | (172) | 0 |
Accordingly, the structure of assets and liabilities on 30/6/2022 and 31/12/2021 in the aforementioned operational segments is analyzed as follows:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 111,433 | 74,229 | 2,215 | (2,203) | 185,674 |
| Cost of Goods Sold | (64,507) | (40,165) | (2,181) | 2,181 | (104,672) |
| Gross Profit | 46,926 | 34,064 | 34 | (22) | 81,003 |
| Other income | 6,806 | 3,756 | 758 | (747) | 10,573 |
| Distribution expenses | (42,482) | (29,732) | 0 | 399 | (71,815) |
| Administrative expenses | (6,587) | (2,810) | (1,697) | 222 | (10,872) |
| Other operating expenses | (102) | (207) | (3) | 0 | (312) |
| Operating Profit / (Loss) | 4,560 | 5,072 | (908) | (148) | 8,576 |
| Total finance income | 2 | 244 | 0 | 0 | 246 |
| Total finance cost | (3,962) | (3,458) | (28) | 22 | (7,426) |
| Contribution associate companies profit and loss |
(537) | 0 | 0 | 0 | (537) |
| Profit / (Loss) before Tax | 63 | 1,858 | (935) | (127) | 859 |
| Depreciation / Amortisation | 4,991 | 8,518 | 212 | (80) | 13,641 |
Accordingly, the structure of assets and liabilities on 30/6/2022 and 31/12/2021 in the aforementioned operational segments is analyzed as follows:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| 30/6/2022 | 30/6/2022 | 30/6/2022 | 30/6/2022 | 30/6/2022 | |
| Property plant and equipment |
47,372 | 24,356 | 210 | 0 | 71,937 |
| Right of use assets | 80,515 | 71,756 | 1,455 | (13,437) | 140,289 |
|---|---|---|---|---|---|
| Other Non-current Assets |
43,655 | 7,724 | 93,470 | (92,984) | 51,865 |
| Total non-current assets |
171,542 | 103,837 | 95,135 | (106,421) | 264,092 |
| Assets classified as held for sale |
296,133 | 0 | 0 | (220) | 295,912 |
| Total Assets | 572,205 | 193,225 | 103,095 | (113,657) | 754,868 |
| Non - current loans | 86,360 | 41,648 | 38 | 0 | 128,047 |
| Lease liabilities | 69,198 | 63,511 | 1,116 | (13,657) | 120.168 |
| Other Non-current Liabilities |
6,214 | 1,190 | 936 | 0 | 8,340 |
| Total non current Liabilities |
161,772 | 106,349 | 2,091 | (13,657) | 256,554 |
| Liability arising from assets held for sale |
132,912 | 0 | 0 | 0 | 132,912 |
| Total liabilities | 399,822 | 182,402 | 16,468 | (21,507) | 577,184 |
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group | |
|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2021 | 31/12/2021 | 31/12/2021 | 31/12/2021 | |
| Property plant and equipment |
46,917 | 23,294 | 194 | 0 | 70,404 |
| Right of use assets | 62,796 | 70,730 | 1,026 | (13, 488) | 121,064 |
| Other Non-current Assets | 41,869 | 7,200 | 91,956 | (91, 489) | 49,535 |
| Total non-current assets |
151,581 | 101,224 | 93,176 | (104, 977) | 241,003 |
| Assets classified as held for sale |
228,889 | 0 | 0 | (220) | 228,669 |
| Total Assets | 476,873 | 210,176 | 97,838 | (109, 924) | 674,962 |
| Non - current loans | 89,551 | 123 | 77 | 0 | 89,751 |
| Lease liabilities | 54,110 | 63,197 | 781 | (13, 653) | 104,435 |
| Other Non-current Liabilities |
6,408 | 1,130 | 937 | 0 | 8,475 |
| Total non current Liabilities |
150,068 | 64,450 | 1,795 | (13, 653) | 202,660 |
| Liability arising from assets held for sale |
36,546 | 0 | 0 | 0 | 36,546 |
| Total liabilities | 313,787 | 197,838 | 4,589 | (18, 284) | 497,931 |
It is noted that the consolidation entries column includes transactions between the parent company and operating segments of the Group.
Property, plant and equipment of the Group are analyzed as follows:
| Group | |||||||
|---|---|---|---|---|---|---|---|
| Buildings and installatio ns |
Machinery /Installation s |
Vehicles | Furniture | Assets under constructi on |
Total | ||
| Net book value at 31.12.2021 |
35,362 | 3,822 | 913 | 15,533 | 14,775 | 70,404 | |
| 1.1 - 30.6.2022 | |||||||
| Additions | 2,375 | 1,821 | 55 | 3,062 | 852 | 8,165 | |
| Other changes in acquisition cost |
474 | 7,446 | 19 | (351) | (10,025) | (2,436) |
| Depreciation/ amortization |
(2,628) | (908) | (106) | (2,241) | 0 | (5,882) |
|---|---|---|---|---|---|---|
| Other changes in depreciation |
304 | 151 | 4 | 1,227 | 0 | 1,687 |
| Acquisition cost at 30.6.2022 |
91,480 | 21,708 | 5,786 | 66,044 | 5,602 | 190,621 |
| Accumulated depreciation at 30.6.2022 |
(55,594) | (9,376) | (4,900) | (48,814) | 0 | (118,683) |
| Net book value at | 35,887 | 12,332 | 886 | 17,231 | 5,602 | 71,937 |
Additions in the Property, Plant and Equipment for the period refer to construction and purchase of equipment for retail stores (new and existing) regarding segments of home furniture and household goods and sporting goods.
In particular, in the sporting good segment, for the period 1/1 – 30/6/2022 opened one (1) new Intersport store in Korinthos
Other changes in acquisition cost include foreign exchange differences on foreign subsidiaries assets arising from foreign exchange difference resulting from the conversion of the exchange rates of amount euro 190 th., write-offs of amount euro 1,458 th. and sales of fixed assets of amount euro 19 thousand, as well as the transfer of an amount from fixed assets in progress, to other categories of fixed assets mainly regarding to an investment of machinery equipment completed by subsidiary TRADE LOGISTICS SA. Moreover, the other changes in depreciation include foreign exchange differences on foreign subsidiaries assets arising from foreign exchange difference resulting from the conversion of the exchange rates of amount euro 153 thousand, write-offs amounting to euro 1,452 thousand and sales of fixed assets amounting to euro 16 thousand.
Depreciation/Amortization of Property, Plant and Equipment for the period 1/1 – 30/6/2022 amounted to euro 5,882 thousand (30/6/2021: euro 4,935 th.). Total depreciation/amortization of property, plant and equipment and intangible assets of amount euro 6,902 th. (30/6/2021: euro 5,936 th.) which are registered in distribution expenses by euro 5,743 th. (30/6/2021: euro 4,905 th.) and in administrative expenses by euro 1,159 th. (30/6/2021: euro 1,031 th.).
The depreciation/Amortization amounts of the previous period have been adjusted to become similar and comparable to the corresponding amounts of the current period (note 6). More specifically, depreciation amounting to euro 99 thousand from the cost of goods sold was apportioned in administrative expenses amounting to euro 69 thousand and in distribution expenses amounting to euro 30 thousand.
Net book value of property, plant and equipment regarding IKEA, INTERSPORT & TAF stores amounts to 52,633 thousand euros (2021 amount of 52,952 thousand euros).
Right of use assets of the Group and the company for the period 1/1-30/6/2022 are analyzed as follows:
| Group | |||||
|---|---|---|---|---|---|
| Leasing Buildings |
Leasing Machinery /Installations |
Leasing Vehicles |
Total | ||
| Net book value at 31.12.2021 |
119,820 | 21 | 1,223 | 121,064 | |
| Other changes | |||||
| Additions | 28,799 | 0 | 388 | 29,187 | |
| Other changes in acquisition cost |
(846) | 0 | (22) | (868) | |
| Depreciation/ amortization | (9,306) | (10) | (235) | (9,551) | |
| Other changes in depreciation |
455 | 0 | 2 | 457 | |
| Acquisition cost at 30.6.2022 |
198,771 | 58 | 2,619 | 201,448 | |
| Accumulated depreciation at 30.6.2022 |
(59,849) | (46) | (1,263) | (61,158) | |
| Net book value at 30.6.2022 |
138,922 | 11 | 1,356 | 140,289 |
Additions of right to use assets of the period related to changes in existing contracts due to an increase in the price and duration of the lease agreements for retail stores of the home furniture and households goods segment amounting to euro 21 million and the sporting goods segment amounting to euro 8 million.
In particular, in the sporting good segment, for the period 1/1 – 30/6/2022 opened one (1) new Intersport store in Korinthos.
| Company | |||||
|---|---|---|---|---|---|
| Leasing Buildings |
Leasing Vehicles | Total | |||
| Net book value at 31.12.2021 |
802 | 224 | 1,026 | ||
| Other changes | |||||
| Additions | 572 | 56 | 628 | ||
| Depreciation/ amortization | (165) | (34) | (199) | ||
| Acquisition cost at 30.6.2022 |
2,079 | 403 | 2,483 | ||
| Accumulated depreciation at 30.6.2022 |
(870) | (158) | (1,028) | ||
| Net book value at 30.6.2022 | 1,210 | 245 | 1,455 |
On 30/6/2022, the Group examined the value of right to use assets of its stores (Cash Generating Units) and an impairment test was implemented. No impairment loss occurred.
The Group continues to exploit new investing opportunities regarding the establishment of a company "TRADE ESTATES R.E.I.C.", for its operation as a) a Real Estate Investment Company according to the provisions of L. 2778/1999 and b) an internally managed Alternative Investments Fund Manager
("AIFM") according to the provisions of L. 4209/2013. Under the same context, the actions of the Group for the establishment of companies operating in real estate management in Cyprus and Bulgaria (TRADE ESTATES CYPRUS LTD, H.M. ESTATES CYPRUS LTD, TRADE ESTATES BULGARIA EAD) and for the strategic plan of TRADE ESTATES R.E.I.C. which includes the increase of its share capital through the Athens Stock Exchange, with the final result that the Group's shareholding drops to 50%.
Therefore, on 31/12/2019 the Group classified its assets related to TRADE ESTATES R.E.I.C. of amount euro 176.1 mil. as held for sale because on this date all criteria are met regarding their classification based on IFRS 5. Before classification time, as defined by provisions of IAS 36, an impairment test was made at these specific assets before their classification as assets held for sale and no impairment loss arised. At the date of their classification as held for sale and in accordance with the requirements of IFRS 5, depreciation on the specific assets was stopped. If they were not classified as held for sale, the net depreciation of these assets would be approximately euro 1.7 million for the semester that ended at 30/6/2022 , euro 3.4 million for the year 2021, euro 1.7 million for the first semester of the previous year at 30/6/2021 which will decrease net profits of the corresponding periods.
The assets that have been classified for sale constitute a single cash generating unit (CGU) since all of them were contributed at 12/7/2021 to TRADE ESTATES R.E.I.C. and the approval received from the Hellenic Capital Market Commission for operating license was implemented. These assets were measured at the lowest value between book value and fair value minus the sale expenses occurred.
Assets held for sale include:
investment cost amounted to euro 37,254 million while the company's assets amounted to euro 36,989 million. The amount of the difference, 265 thousand, has increased the value of the property.
• Investment in a percentage of 50% in the Real Estate company RETS CONSTRUCTIONS SA with a property in Elefsina. The investment cost amounted to euro 2,055 thousand, while the valuation on 30/6/2022 increased the value of the property by euro 740 thousand.
The Group's real estate investments are measured at fair value and are categorized at level 3.
The fair value of the properties have been provided on 30.06.2022 from the independent valuers "KENTRIKI Property Valuers & Consultants Private Company" with d.t. "SAVILLS HELLAS Private Company" and "AXIES SA" in accordance with the provisions of Law 2778/1999.
According to the independent valuers, "SAVILLS HELLAS Private Company", despite the fact that the COVID-19 pandemic and its prevention measures continue to affect global economies and real estate markets, at the date of the assessment there was sufficient volume of transactions and comparative information to base their estimates.
The data used come from various sources and recent data of the Greek real estate market and from the general financial information and are based on the current conditions adjusted to reflect the general economic trends and the characteristics of the specific property on the date of the assessment. However, they point out that while the volatile economic environment due to geopolitical risks arising from the war in Ukraine combined with problems facing the supply chain which have led to price increases of the cost of goods, energy and services, affects globally the markets to some extent and creates inflationary pressures, they note that, at the assessment date, the real estate markets are mostly operating normally showing satisfactory activity, with several transactions taking place which lead to a sufficient volume of comparative data and therefore help to support their decisions regarding the formation of opinions on the value of real estate.
The country's government borrowing costs are improving but still remain higher than other European economies. Greek banks have resolved important issues related to non-performing loans (NPLs) which until now created significant management and potential risk issues.
Recognizing the potential for market conditions to move rapidly in response to changes due to geopolitical risks arising from the conflict in Ukraine along with supply disruptions, the energy crisis and inflationary pressures, the importance of the valuation date is highlighted.
The assessment resulted in a net profit from the evaluation of real estate investments to the fair value of euro 4,999 thousand for the Group.
On 30/6/2022 the criteria for the classification of assets held for sale under IFRS 5 continue to be met, given that:
there is Management's commitment in progress that includes within 2022 a share capital increase through the Athens Stock Exchange as well as a private placement before the listing on the Athens Stock Exchange, with the final result that the Group's shareholding drops to 50%. More specifically, regarding the private placement, on 21/7/2022, the Company announced the signing of an agreement for the sale of 8.11% shares of the subsidiary TRADE ESTATES REIC to AUTOHELLAS ATEC. At the same time, AUTOHELLAS ATEC acquires the right to participate in an increase in the share capital of TRADE ESTATES REIC, with a contribution in kind. After the completion of the aforementioned actions, AUTOHELLAS ATEC will own approximately 12% of the share capital of TRADE ESTATES REIC, while the rest will belong to the Group through its subsidiaries. The Management, monitors and will continue monitoring the properly classification of the specific assets as held for sale in each reporting period.
Assets and liabilities which are included in category held for sale on 30/6/2022 are as follows:
| Group | ||
|---|---|---|
| 30/6/2022 | 31/12/2021 | |
| Investment Property | 281,186 | 218,173 |
| Investment in associates | 9.820 | 6.896 |
| Long term receivables | 4,907 | 3,600 |
| Non current assets | 295,912 | 228,669 |
| Non current liabilities | (98, 363) | (11, 100) |
| Lease liabilities | (14, 446) | (14, 627) |
| Other non-current liabilities | (6, 142) | (5,262) |
| Total non current Liabilities | (118, 951) | (30, 989) |
| Current loan liability for working capital | (10,000) | 0.00 |
| Current portion of non-current loans | (3,600) | (2,700) |
| Current portion of non-current leases | (360) | (357) |
| Suppliers and other current liabilities | 0 | (2,500) |
| Total current liabilites | (13,960) | (5, 557) |
| Net assets | 163,001 | 192,123 |
Changes in the value of assets held for sale within the period 1/1 - 30/6/2022 include:
f) the reduction of the advance for the acquisition of the company KTIMATODOMI SA amounting to euro 3.6 million.
g) the increase of the long-term receivable regarding a loan granted by TRADE ESTATES REIC to its affiliated company RETS CONSTRUCTIONS SA.. More specifically, on 13/5/2022 the company RETS CONSTRACTION SA issued a program of a Common Bond Loan Coverage Agreement of up to the amount of Euro 10,283,000 for the issue of up to 10,283,000 common nominal bonds, with a nominal value of one euro (1.00) per bond, covered by the Company TRADE ESTATES REIC as the initial bond holder. The above bond loan has a duration of seven (7) years from the date of issuance of the first bond, i.e. from 13/5/2022.
The nominal value of the bonds will be repaid in series according to the repayment schedule. It is pointed out that no collateral and/or guarantees have been provided to secure the bond loan. The amount of the loan paid by TRADE ESTATES REIC on 30/6/2022 amounts to euro 1.816 million.
h) The increase in the long-term receivable related to the recognition of the valuation of the hedging instrument forward interest rate swap with a cap of EUR 3.3 million which came from valuation gains dated 30/6/2022 amounting to EUR 2.8 million compared to a loss of EUR 0.5 million of the initial recognition (day 1 loss) of the above forward interest rate swap with cap. More specifically, the subsidiary company TRADE ESTATES REIC proceeded at a cash flow hedging through an exchange of a floating interest rate cash flow (based on the 3-month Euribor above 50 bps) with fixed interest rate cash flows. The hedged cash flows are the 3 month interest payments, which will begin to be hedged for interest rate risk on 28/2/2023, with the first interest payment that will be part of the hedge is expected on 31/3/2023 and the last on 31/3/2028. The transaction took place zero cost.
i) the addition of the following loans granted by the subsidiaries TRADE ESTATES REIC and KTIMATODOMI SA analyzed as follows:
| 30/6/2022 | Amount (in thousand of Euro) |
Issuing date | Duration | |
|---|---|---|---|---|
| TRADE ESTATES | Bond Loan Issuance Program of euro 80 million |
44,865 | 21/2/2022 | 2 years from the issuing date |
| REIC | Bond Loan Issuance Program of euro 80 million |
37,841 | 14/06/2022 | 7.5 years from the issuing date (€ 2,040 th. payable forthcoming period) |
| Credit agreement with an open |
10,000 |
| mutual dept account |
||||
|---|---|---|---|---|
| 92,706 | ||||
| KTIMATODOMI SA |
Bond | 19,258 | 20/12/2017 | 7 years from the issuing date (€ 1,560 th. payable forthcoming period) |
| 19,258 |
The repayment period of non - current loans varies between 1 to 7 years and the average weighted interest rate of the Group's non - current loans was 2.48 % during the period 1/1/2022 – 30/6/2022 . The weighted average interest rate of current loans was 3.60% in the period 1/1/2022 - 30/6/2022. Some of the afforementioned loans contain restrictive covenants and the subsidiaries as of 30/6/2022 were in compliance with the terms of their loans.
j) the repayment of the loan of the subsidiary TRADE ESTATES BULGARIA EAD amounting to approximately euro 13.8 million.
k) the reduction of the obligation to suppliers of the indirect subsidiary BERSENCO SA amounting to euro 2.5 million.
l) the addition of other non – current liabilities to beneficiaries of rent guarantees of the subsidiary companies BERSENCO SA and KTIMATODOMI SA amounting to euro 0.8 million.
In the cash flows statement, the amount of addition of assets, concerns the acquisition of subsidiary KTIMATODOMI SA in the amount of euro 34 million reduced by the amount of cash equivalent of the subsidiary during the acquisition amounting to euro 3 million, the acquisition of a related company RETS CONSTRUCTION SA amounting to euro 2 million and additions to the property of the subsidiary BERSENCO SA amounting to euro 5 million.
| Group | ||||||
|---|---|---|---|---|---|---|
| Miscellan Royalties Software eous |
Total | |||||
| Net book value at 31.12.2021 | 3,241 | 6,762 | 123 | 10,126 | ||
| 1.1 - 30.6.2022 | ||||||
| Additions | 111 | 1,092 | 0 | 1,203 | ||
| Other changes in acquisition cost | 0 | (43) | (68) | (111) | ||
| Depreciation/ amortization | (139) | (855) | (26) | (1,020) | ||
| Other changes in depreciation | 0 | (8) | 70 | 62 | ||
| Acquisition cost at 30.6.2022 | 8,983 | 20,918 | 1,054 | 30,956 |
Intangible assets for the period 1/1 - 30/6/2022 are analyzed as follows:
Interim Condensed Financial Report for the period 1/1/2022 to 30/6/2022 77
| Accumulated depreciation at 30.6.2022 |
(5,770) | (13,970) | (956) | (20,696) | |
|---|---|---|---|---|---|
| Net book value at 30.6.2022 | 3,213 | 6,948 | 99 | 10,260 |
Royalties include the use of brand names (IKEA). Other changes in acquisition cost as well as other depreciation changes regard foreign exchange differences. Additions in intangible assets are related to software licenses.
Intangible assets for the Company for the period 1/1 – 30/6/2022 are as follows:
| Company | |||
|---|---|---|---|
| Software | Miscellaneous | Total | |
| Net book value at 31.12.2021 | 110 | 61 | 172 |
| 1.1 - 30.6.2022 | |||
| Additions | 35 | 0 | 35 |
| Depreciation/ amortization | (24) | (10) | (34) |
| Acquisition cost at 30.6.2022 | 696 | 129 | 826 |
| Accumulated depreciation at 30.6.2022 | (575) | (78) | (653) |
| Net book value at 30.6.2022 | 121 | 52 | 173 |
Additions to intangible assets are related to software licenses and software upgrades.
On 30/6/2022 and 31/12/2021 the share capital amounted to euro 52,131,944.00 divided into 52,131,944 shares of nominal value euro 1.00 per share.
The Shareholders Ordinary General Assembly held on 17/6/2022 propose a dividend distribution of eleven euro cents (euro 0.11) per share, without calculating any dividend on the number of own shares held by the company on 23/5/2022 (the date of the invitation of the General Assembly). The amount of the dividend that will be finally paid is the gross amount of euro 0.1101999 per share, after being increased by the dividend corresponding to the same shares acquired between 23/5/2022 (the date of the invitation of the General Assembly) and 30/6/2022 (dividend cut-off date). The dividend will be paid on Wednesday 6/7/2022 and amounts to euro 5,582 million.
The basic estimates of the actuarial study carried out in fiscal year 2021.
In the period 1/1-30/6/2022 none of the rights granted under the first, second and third series of the
Stock Option Plan of September 27, 2013 and the first and second series of the Plan of 16 June 2017. Current Stock Option Plans are presented in the 2021 annual financial report.
The Company's Extraordinary General Assembly of the Company of July 22, 2021, within the framework of the Stock Option Plan, approved the allocation of a maximum of 1,600,000 rights to one share, i.e. a 3.07% of the number of shares on the Athens Stock Exchange and the granting of authorization to the Board of Directors for the regulation of procedural matters and details. The disposal price of the aforementioned shares is the nominal value of the share on the day of the decision of the General Assembly on the program. The program will be implemented in a series. The duration of the Program is until the year 2028, in the sense that the stock options that will be granted to the beneficiaries of the Program with a grant date of 22/11/2021, may be exercised from 24/11/2024 to 15/12/2028.
In the period 1/1 - 310/6/2022, an amount of euro 605 thousand was recorded as an expense in the consolidated results.
The Ordinary General Assembly of the subsidiary Company's shareholders TRADE ESTATES REIC held on 30/6/2022 decided to establish a Program for the free distribution of common registered voting shares to executive members of the Board of Directors and to Managerial and other selected Executives of the Company. In more detail:
The establishment of the Company's Share Option Plan is part of the reward framework for achieving specific goals and providing long-term performance incentives and will not exceed a total of 1/10 of the share capital, which is paid on the date of the decision of the General Assembly. This Company Program is divided into two separate programs:
• One-time reward program for listing the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange.
This Program includes executive members of the Board of Directors and Managerial and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of the free distribution of common registered voting shares to the Beneficiaries, through the capitalization of the Company's reserves in accordance with the provisions of article 114 Law 4548/2018 as currently in force, as a onetime reward for listing its shares for trading on the organized (regulated) market of the Athens Stock Exchange. The Board of Directors, after the completion of the listing of the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange and after receiving a relevant license from the Capital Market Commission, if required under the current legislation, will make available new shares free of charge to the Beneficiaries, the number of which will be equal to 1% of the Company's shares as they will have been formed after the listing of the Company on the Athens Stock Exchange and before the decision of their free grant to the Beneficiaries.
• Long Term Reward Program
This four-year Long Reward Program includes executive members of the Board of Directors and
Managerial and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of granting free common registered voting shares to the Beneficiaries through the capitalization of the Company's reserves in accordance with the provisions of article 114 of Law 4548/2018 as it applies today, to achieve specific goals. Following the completion of the listing of the Company's shares for trading on the organized (regulated) market of the Athens Stock Exchange (IPO), and within the Maturity Period of the Program, the Board of Directors will determine the Beneficiaries based on the achievement of objectives. The total shares that could be granted are up to 2% of the shares outstanding at the end of 2023, up to 1.5% of the shares outstanding at the end of 2024 and up to 1.5% of the shares outstanding at the end of 2025.
Borrowings on 30/6/2022 and 31/12/2021 are analyzed as follows:
| Group | ||
|---|---|---|
| 30/6/2022 | 31/12/2021 | |
| Non - current loans | 152,690 | 180,600 |
| Current portion of non-current loans and borrowings | 24,644 | 90,849 |
| Non - current loans | 128,047 | 89,751 |
| Short term loans for working capital | 22,330 | 44,450 |
| Total loans and borrowings | 175,020 | 225,050 |
On 30/6/2022 the Company had non-current loan liabilities amounted euro 38 thousand while on 31/12/2021 it had non-current loans liabilities in the amount of euro 77 thousand.
The repayment period of non - current loans varies between 1 to 8 years and the average weighted interest rate of the Group's non - current loans was 2.33 % during the period 1/1 – 30/6/2022 (1/1 – 30/6/2021: 2.77%). The average weighted interest rate of the Group's total loans was 3.52% during the period 1/1 – 30/6/2022 (1/1 – 30/6/2021: 4.79%). Repayments and proceeds of loans of the current period amounted to euro 124,183 thousand (euro 9.084 thousand in the corresponding period of 2021) and euro 152,007 thousand (euro 14,035 thousand in the corresponding period of 2021) respectively. Non - current loans, including their part which is payable within 12 months, cover mainly the Group's growth needs and are analyzed in bond, syndicated and other non - current loans as follows for 30/6/2022 and 31/12/2021 respectively:
| 30/6/2022 | Amount | Issuing Date |
Duration | |
|---|---|---|---|---|
| FOURLIS HOLDINGS SA |
Refundable down payment |
38 | 16/6/2020 | 5 years from the issuing date |
| 38 |
| TRADE LOGISTICS SA |
Bond | 11,961 | 5/3/2021 | 7.5 years from the issuing date (€ 500 th. payable forthcoming period) |
|---|---|---|---|---|
| TRADE LOGISTICS SA |
Refundable down payment |
57 | 16/6/2020 | 5 years from the issuing date |
| 12,017 | ||||
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 7,143 | 11/7/2016 | 9 years from the issuing date (€1,958 th. payable forthcoming period) |
| 7,143 | ||||
| INTERSPORT SA | Bond | 29,322 | 21/2/2022 | 8 years from the issuing date (€ 976 th. payable forthcoming period) |
| Bond | 15,901 | 17/7/2020 | 4 years from the issuing date (€ 3,951 th. payable forthcoming period) |
|
| Bond | 9,966 | 21/12/2020 | 2 years from the issuing date (€9,966 th. payable forthcoming period) |
|
| Refundable down payment |
41 | 31/07/2020 | 5 years from the issuing date |
|
| 55,231 | ||||
| Bond | 39,736 | 30/09/2021 | 3 years from the issuing date |
|
| Bond | 15,901 | 17/7/2020 | 4 years from the issuing date (€ 3,951 th. payable forthcoming period) |
|
| HOUSE MARKET | Bond | 17,671 | 31/7/2020 | 4 years from the issuing date (€ 3,842 th. payable forthcoming period) |
| Bond | 4,953 | 24/9/2020 | 3 years from the issuing date |
|
| 78,261 | ||||
| Total | 152,690 |
| 31/12/2021 | Amount | Issuing Date | Duration | |
|---|---|---|---|---|
| FOURLIS HOLDINGS SA | Refundable down payment |
77 | 16/6/2020 | 5 years from the issuing date |
| 77 | ||||
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 7,038 | 23/4/2019 | 5.5 years from the issuing date (€ 2,168 th. payable forthcoming period) |
| 7,038 | ||||
| TRADE LOGISTICS SA | Bond | 4,450 | 8/3/2017 | 5 years from the issuing date (€ 4,450 th. payable forthcoming period) |
| TRADE LOGISTICS SA | Bond | 8,958 | 5/3/2021 | 7.5 years from the issuing date |
| TRADE LOGISTICS SA | Refundable down payment |
113 | 16/6/2020 | 5 years from the issuing date |
| 13,521 | ||||
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 8,131 | 11/7/2016 | 9 years from the issuing date (€ 2,000 th. payable forthcoming period) |
| 8,131 | ||||
| Bond | 22,443 | 28/7/2017 | 5 years from the issuing date (€ 22,443 th. payable forthcoming period) |
|
| Bond | 14,987 | 23/7/2020 | 2 years from the issuing date (€ 14,987 th. payable forthcoming period) |
|
| INTERSPORT SA | Bond | 20,061 | 17/7/2020 | 4 years from the issuing date (€ 6,134 th. payable forthcoming period) |
| Bond | 9,932 | 21/12/2020 | 2 years from the issuing date (€ 9,932 th. payable forthcoming period) |
|
| Refundable down payment |
123 | 31/07/2020 | 5 years from the issuing date | |
| 67,546 | ||||
| Bond | 39,700 | 30/09/2021 | 3 years from the issuing date | |
| HOUSE MARKET SA | Bond | 20,061 | 17/7/2020 | 4 years from the issuing date (€ 6,135 th. payable forthcoming period) |
| 31/12/2021 | Amount | Issuing Date | Duration | |
|---|---|---|---|---|
| Bond | 19,592 | 31/7/2020 | 4 years from the issuing date (ευρώ 3,842 th. payable forthcoming period) |
|
| Bond | 4,934 | 24/9/2020 | 3 years from the issuing date | |
| 84,287 | ||||
| Σύνολο | 180,600 |
During the current period, Interest Rate Swaps or IRSs continue to exist, in order to mitigate the risk of subsidiaries of a sudden increase in interest rates in the interbank market.
The terms of the swap agreements are as follows:
7year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for nominal amount of euro 8.6 million, with a negative fair value for HOUSE MARKET BULGARIA EAD on 30/6/2022 of euro 17 thousand (31/12/2021: euro 51 thousand). The outcome of the valuation has been registered in the Statement of Comprehensive Income.
Non–current loans include loans with a guarantee of 80% of their value from the Hellenic Development Bank with the financing of the Hellenic State and the European Union:
As well as a Bond loan of euro 40 million maturing on 30/9/2024 issued by PIRAEUS on 22/9/2021 of the subsidiary HOUSEMARKET SA.
Current portion of non-current loans and borrowings includes:
Part of bond loan issued by the subsidiary HOUSEMARKET SA corresponding to an amount of euro 4 million, with four-year maturity ending on 31/7/2024 with a total amount of euro 20 million.
Short term loans of the Group include current loans and overdraft bank accounts which are used for the Group's working capital needs.
Some of Group's loans include loan covenants. On 30/6/2022 the Group was in compliance with its loan terms.
The Group, having centralized its capital management, has the ability to directly identify, quantify, manage and hedge, if necessary, its financial risks created by its operational activities so as to be consistent to the changes in the economic environment. The Group continuously observes and budgets its cash flow and acts appropriately in order to ensure open credit lines for covering current capital needs. The Group has adequate open credit lines with domestic and foreign financial institutions in order to cover the needs of the companies in working capital. On 30/6/2022, the open balance of credit lines amounted to euro 169 million (31/12/2021: euro 149 million).
On 30/6/2022, leasing liability for the Group and Company is analyzed as follows:
| Lease liabilities |
||||
|---|---|---|---|---|
| Group | Company | |||
| 30/6/2022 | 31/12/2021 | 30/6/2022 | 31/12/2021 | |
| Opening balance | (129,858) | (130,703) | (1,084) | (1,297) |
| Additions | (29,187) | (17,225) | (628) | (77) |
| Other changes | 262 | 1,062 | 0 | 0 |
| Interest expense on lease liabilities | (3,197) | (5,533) | (33) | (51) |
| Repayment of leasing | 12,377 | 22,541 | 226 | 340 |
| Total | (149,603) | (129,858) | (1,519) | (1,084) |
The additions to the lease obligations for the period, concern changes to the existing contracts due to an increase in the lease and duration of the lease of retail stores, the amount of home furniture and households goods segment is euro 21 million and for sporting goods segment euro 8 million.
In particular, in the sporting good segment, for the period 1/1 – 30/6/2022 opened one (1) new Intersport store in Korinthos.
Maturities of leasing liabilities are presented below:
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2022 | 31/12/2021 | 30/6/2022 | 31/12/2021 | |
| 29,435 | 25,422 | 403 | 303 | |
| Between 1-5 years | 21,122 | 19,451 | 1,063 | 778 |
| More than 5 years | 99,046 | 84,983 | 54 | 3 |
|---|---|---|---|---|
| Total | 149,603 | 129,857 | 1,519 | 1,084 |
The nominal tax rates in the countries that the Group is operating vary between 10% and 23% , as follows
| Country | Income Tax Rate (30/6/2022) |
|---|---|
| Greece | 22.0% |
| Romania | 16.0% |
| Bulgaria | 10.0% |
| Cyprus | 12.5% |
| Turkey | 23.0% |
On 1/1/2022 income tax rate in Turkey was changed from 25% to 23%.
At the profits before taxes of the Group amounts to euro 1,248 thousand the relevant income tax amounts to euro 1,264 thousand (profit) and is analyzed as follows:
The basic earnings per share are calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of shares during the period. The weighted average number of shares as at 30 June 2022 is 52,131,944 (30/6/2021: 52,092,001).
| Group | ||
|---|---|---|
| 1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
|
| Profit / (Loss) after tax attributable to owners of the parent | 2,513 | 574 |
| Number of issued shares | 52,131,944 | 52,092,001 |
| SOP Impact | 1,576,245 | 1,132,713 |
| Effect from purchase of own shares | (1,093) | (570) |
| Weighted average number of shares | 52,614,961 | 52,655,110 |
| Basic Earnings per Share (in Euro) | 0.0482 | 0.0110 |
| Diluted Earnings per Share (in Euro) | 0.0478 | 0.0110 |
The Ordinary General Assembly of the shareholders of the Company "FOURLIS HOLDINGS SA" on
18/6/2021 in accordance with the provisions of article 49 of law 4548/2018, approved acquisition of treasury (own) shares. The maximum number of shares that can be acquired, including the shares previously acquired by the Company and held, will amount to 2,604,600 shares (5% of the paid-up share capital), with a minimum acquisition limit of one euro (€ 1.00) per share and acquisition ceiling of eight euros (€ 8.00) per share.
On 30/6/2022 the Company owns 1,482,653 treasury shares, representing 3.0918% of the Company's share capital with an average purchase price of euro 3.662 per share and a total value of euro 5,429,475.29 (31/12/2021: 1,391,048).
Commitments of the Group on 30/6/2022 are:
Athens public notary Christina Kezios, in favor of Eurobank Ergasias SA, to secure a bond loan of €9.5 million, issued by the company under the name "Trivillage Development Greece S.A.", following the program from 20/12/2017, in which the company "KTIMATODOMI TECHNICAL TOURISM SHIPPING AGRICULTURAL AND COMMERCIAL SINGLE ΜEMBER COMPANY" in the capacity of guarantor-provider of the mortgage.
Mortgage, in the amount of €260,000, under the notarial deed no. 7337/20-12-2017 of the Athens public notary Christina Kezios, in favor of Eurobank Ergasias SA, to secure the relevant and ancillary interest rate risk hedging contracts between the Bank Eurobank Ergasias S.A. and the company "Trivillage Development Greece S.A.", as well as the company "KTIMATODOMI TECHNICAL TOURISM SHIPPING AGRICULTURAL AND COMMERCIAL SINGLE ΜEMBER COMPANY", in the capacity of guarantor-provider of the mortgage.
Mortgage, in the amount of €31.2 million, under the notarial deed no. 7338/20-12-2017 of the Athens public notary Christina Kezios, in favor of Eurobank Ergasias SA, to secure a bond loan of €24 million. , published by the company "KTIMATODOMI TECHNICAL TOURISM SHIPPING AGRICULTURAL AND COMMERCIAL SINGLE ΜEMBER COMPANY", following the 20/12/2017 program.
Mortgage, in the amount of €520 thousand, under the notarial deed no. 7338/20-12-2017 of the Athens public notary Christina Kezios, in favor of Eurobank Ergasias SA. to secure the relevant and ancillary interest rate risk hedging contracts between Eurobank Ergasias S.A. and the company "KTIMATODOMI TECHNICAL TOURISM SHIPPING AGRICULTURAL AND COMMERCIAL SINGLE ΜEMBER COMPANY".
Mortgage pre-notification, in the amount of €91.0 million, pursuant to decision no. 3486S/2022 of the Athens District Court, in favor of Eurobank SA, to secure a bond loan in the amount of €70.0 million, issued by "KTIMATODOMI TECHNICAL TOURISM SHIPPING AGRICULTURAL AND COMMERCIAL SINGLE ΜEMBER COMPANY, following the KOD program of 14.06.2022, which has been registered in the cadastral books of the Cadastral Office of Thessaloniki, with reference no. 18856/24.06.2022.
Related parties of the Group include the Company, subsidiary and associated companies, the management and the first line managers and the companies controlled by them. The parent company provides services to its subsidiaries in the areas of IT, HR, financial planning and controlling, treasury, risk management, General Data Protection Regulation, legal and social responsibility.
The analysis of the related party receivables and payables as at 30 June 2022 and 31 December 2021 are as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30/6/2022 | 31/12/2021 | 30/6/2022 | 31/12/2021 | ||
| Receivables from: |
HOUSE MARKET SA | 0 | 0 | 0 | 3,250 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 12 | 22 | |
| INTERSPORT SA | 0 | 0 | 328 | 184 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 3 | 4 | |
| RENTIS SA | 0 | 0 | 1 | 1 | |
| GENCO TRADE SRL | 0 | 0 | 43 | 9 | |
| GENCO BULGARIA | 0 | 0 | 5 | 5 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 20 | 34 | |
| WYLDES | 0 | 0 | 15 | 15 | |
| INTERSPORT ATLETIK | 0 | 0 | 372 | 274 | |
| SNEAKERS MARKET | 0 | 0 | 1 | 0 | |
| TRADE LOGISTICS SA | 0 | 0 | 22 | 26 | |
| TRADE ESTATES ΑΕΕΑΠ | 0 | 0 | 43 | 11 | |
| TRADE ESTATES CYPRUS LTD | 0 | 0 | 0 | 3 | |
| TRADE ESTATES BULGARIA EAD |
0 | 0 | 0 | 5 | |
| H.M. ESTATES CYPRUS LTD | 0 | 0 | 3 | 3 | |
| BERSENCO SA | 0 | 0 | 7 | 0 | |
| WELLNESS GR | 0 | 0 | 1 | 0 | |
| TRADE STATUS SA | 101 | 92 | 100 | 91 | |
| TOTAL | 101 | 92 | 976 | 3,937 | |
| Payables to: | HOUSE MARKET SA | 0 | 0 | 5,718 | 803 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 33 | 0 | |
| INTERSPORT SA | 0 | 0 | 103 | 1 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 5 | 0 | |
| GENCO TRADE SRL | 0 | 0 | 40 | 0 | |
| GENCO BULGARIA | 0 | 0 | 10 | 0 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 67 | 0 | |
| INTERSPORT ATLETIK | 0 | 0 | 16 | 0 | |
| TRADE LOGISTICS SA | 0 | 0 | 13 | 0 | |
| TRADE ESTATES ΑΕΕΑΠ | 0 | 0 | 2 | 1 | |
| WELLNESS GR | 0 | 0 | 1,000 | 0 | |
| TRADE STATUS SA | 1 | 2 | 0 | 0 | |
| SOFIA SOUTH RING MALL AED | 0 | 2 | 0 | 0 | |
| TOTAL | 1 | 4 | 7,007 | 805 |
Related party transactions as at 1/1 – 30/6/2021 and 1/1 – 30/6/2021:
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
|
| Revenue | 30 | 19 | 2,354 | 2,215 |
Interim Condensed Financial Report for the period 1/1/2022 to 30/6/2022 88
| Other income | 10 | 0 | 754 | 564 |
|---|---|---|---|---|
| Total | 40 | 20 | 3,108 | 2,779 |
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
|
| Administrative expenses | 1 | 72 | 3 | 2 |
| Distribution expenses | 111 | 0 | 1 | 0 |
| Total | 112 | 72 | 4 | 2 |
Transactions and fees of management members as at 1/1 – 30/6/2022 and 1/1 – 30/6/2021 are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
|
| Transactions and fees of management members | 1,500 | 1,310 | 329 | 284 |
There are no other transactions, receivables - liabilities between the Group and the Company with the management. The transactions with related parties are conducted on an arm's length basis.
During the periods 1/1 – 30/6/2022 and 1/1 – 30/6/2021 between the parent company and its subsidiaries the following transactions occurred:
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
1/1 - 30/6/2022 |
1/1 - 30/6/2021 |
|||
| 31,312 | 26,336 | 2,324 | 2,196 | |||
| 17,743 | 15,677 | 0 | 0 | |||
| Other income | 1,433 | 1,431 | 745 | 564 | ||
| Administrative expenses | 4,193 | 2,652 | 3 | 2 | ||
| Distribution expenses | 10,809 | 9,353 | 0 | 0 | ||
| Other operating expenses | 11 | 84 | 0 | 0 | ||
| 5,206 | 0 | 0 | 0 | |||
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2022 | 31/12/2021 | 30/6/2022 | 31/12/2021 | |
| Trade receivables | 51,255 | 26,218 | 877 | 3,847 |
| Inventory | 281 | 281 | 0 | 0 |
| Creditors | (51,255) | (26,218) | (7,007) | (805) |
Transactions presented in the Group column are eliminated at Group level.
The Group has issued letters of guarantee for its subsidiary and associated companies guaranteeing
liabilities. The analysis of such letters of guarantee is disclosed in which appears in Note 19 «Commitments and Contingencies».
The most significant changes recorded in the Consolidated and Separate Statement of Financial Position as of 30/6/2022 in comparison with the corresponding data as at 30/6/2021 are the following:
The most significant changes recorded in the Consolidated and Separate Income Statement as of 30/6/2022 in comparison with the corresponding data as at 30/6/2022 are the following:
The increase in the expenses accounts as personnel expenses, third party expenses and other expenses is due to the restrictions imposed to the operation of the respective prior year period resulted from Covid-19.
There are no other subsequent events as of 30/6/2022 that may significantly affect the financial position and results of the Group other than the following:
On 5/7/2022 the partial split of the company SNEAKERS MARKET SA ( hereinafter Beneficiary) was completed with its registration in the General Commercial Register (GCR) with Registration Code Number 2903747, as well as with Registration Code Number 2903866 in relation to the company INTERSPORT SA (Splitted). As a result of the split, the Beneficiary's share capital increased by the amount of five million five hundred seventy thousand seven hundred euros (5,570,700). The increase in the share capital was carried out by the issue of five million five hundred seventy thousand and seven hundred (5,570,700) shares, with a nominal value of one euro (1.00) per share, which were taken over in total by the sole shareholder of the splitted, the company " FOURLIS HOLDINGS SA".
After the aforementioned changes, share capital of the company now amounts to five million five hundred ninety-five thousand seven hundred euro (€5,595,700.00), divided into five million five hundred ninety-five thousand seven hundred (5,595,700) shares, with a nominal value of one euro (€1.00) per share, fully paid.
Also, the share capital of the Splitted Company reduced a) by the amount of Euro 4,540,144.00, which corresponds to the amount of the accounting net position of the splitted segment " trade
of sporting goods, designed both for daily use and exercise, which appears today under the brand name TAF-THE ATHLETE'S FOOT " in the Company's reports, in relevance with the corresponding application of article 31 of Law 4548/2018, and b) in the amount of 7.50 euros for rounding purposes, with an equal cash refund to its sole shareholder Company, i.e. in the total amount of four million five hundred forty thousand one hundred and fifty one euros and 50 cents (4,540,151.50), with the cancellation of one hundred and fifty four thousand six hundred and ninety (154,690) ordinary registered shares with voting right, with a nominal value of euro 29.35 per share.
Following the above, the Company's share capital now amounts to twenty-one million eightyfive thousand two hundred and sixteen euros and ten cents (21,085,216.10), divided into seven hundred and eighteen thousand four hundred and six (718,406) ordinary registered shares with voting right, with a nominal value of twenty nine euros and thirty-five cents (29.35) per share, fully paid.
On 21/7/2022, the Company FOURLIS HOLDINGS SA announced the signing of an agreement for the sale of shares of 8.11% of TRADE ESTATES REIC to AUTOHELLAS ATEC. At the same time, AUTOHELLAS ATEC acquires the right to participate in an increase in the share capital of TRADE ESTATES REIC, with a contribution in kind. After the completion of the aforementioned actions, if AUTOHELLAS ATEC exercises its rights, will own approximately 12% of the share capital of TRADE ESTATES REIC, while the rest will belong to the Group through its subsidiaries. More specifically:
o TRADE LOGISTICS SA, subsidiary of Fourlis Group, sold to AUTOHELLAS ATEC 7,035,000 shares of TRADE LOGISTICS REIC, which correspond to a percentage of 56% of the number of shares owned for an amount of euro 15,000,226.65.
In order to implement the aforementioned decisions, on 8/8/2022 the Company submitted to the Capital Market Commission a request for approval of the content of the draft newsletter regarding the Increase of the Company's Share Capital by public offering in Greece and the listing of all its shares in the Main Market of the Athens Stock Exchange.
On 24/8/2022, a mortgage note of EUR 70 million was registered on the property of the subsidiary company TRADE ESTATES BULGARIA EAD in favor of Eurobank SA, to secure a bond loan of EUR 70 million issued by the parent company.
The Interim Condensed Financial Report of the Group (Consolidated and Separate), for the period 1/1- 30/6/2022 have been published by uploading on the internet at the web address: www.fourlis.gr.
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