Quarterly Report • Aug 31, 2021
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 |
|---|
| Report of the Board of Directors of the Company FOURLIS HOLDINGS SA for the period 1/1 – 30/6/2021 4 |
| REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL INFORMATION39 |
| Interim Condensed Statement of Financial Position (Consolidated and Separate) as at June 30, 2021 41 |
| Interim Condensed Income Statement (Consolidated) for the period 1/1 to 30/6/2021 42 |
| Interim Condensed Statement of Comprehensive Income (Consolidated) for the period 1/1 to 30/6/2021 43 |
| Interim Condensed Income Statement (Separate) for the period 1/1 to 30/6/2021 44 |
| Interim Condensed Statement of Comprehensive Income (Separate) for the period 1/1 to 30/6/2021 45 |
| Interim Condensed Statement of Changes in Equity (Consolidated) for the period 1/1 to 30/6/2021 46 |
| Interim Condensed Statement of Changes in Equity (Separate) for the period 1/1 to 30/6/2021 47 |
| Interim Condensed Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 30/6/2021 48 |
| Notes to the Interim Condensed Financial Statements (Consolidated and Separate) as at June 30, 2021 49 |
| Web site for the publication of the Interim Condensed Financial Statements 76 |
(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, August 30 2021
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 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 direct and indirect subsidiaries of the Group that are included in the consolidated financial statements for the period 1/1-30/6/2021, grouped per segment and country of operation are the following:
The retail trading of home furniture and household goods segment includes the following companies:
shareholding of 100%.
The retail trading of sporting goods segment includes the following companies:
The Group's consolidated data include, the following affiliated companies:
Sales for retail trading of Furniture and Household Goods (IKEA Stores) increased by 5% compared to the corresponding period of 2020 while sales of the retail trading of Sporting Goods (INTERSPORT &
TAF Stores) increased by 39%. Group's retail stores suspended their operation, by order of the governments, in all countries for about 2-3 months, during the period 1/1 - 1/5/2021 in order to deal with the Covid-19 pandemic. During suspension of stores operation, the sales were realized through the electronic sales networks (e-commerce). The funds of the last period have been adjusted to become similar and comparable with the corresponding funds of the current period in terms of credit card expenses that from the financial expenses line were transferred from 1/1/2021 to the disposal operating expenses. More specifically:
The retail trading of Furniture and Household Goods (IKEA Stores) segment, realized sales of € 111.4 million for the 1st semester of 2021 (1st semester of 2020: € 106.0 million). The total EBITDA of the industry, as defined in section 8, amounted to € 9.7 million compared to the amount of € 9.2 million in 2020. The total EBITDA (OPR) of the industry, as defined in section 8, amounted to € 6.9 million compared to € 6.5 million in 2020.The segment's EBIT, as defined in section 8, amounted to € 4.9 million compared to € 3.5 million in 2020 while reported profits before tax € 0.3 million versus € 1.0 million losses in 2020.
The retail trading of Sporting Goods segment (INTERSPORT and TAF Stores), realized sales of € 74.2 million for the 1st semester of 2021 (1st semester of 2020: € 53.5 million). The segment's EBITDA, as defined in section 8, amounted to € 13.4 million compared to € 6.1 million in 2020. The segment's EBITDA (OPR), as defined in section 8, amounted to 7.5 million against losses of € 0.3 million in 2020. The segment's EBIT, as defined in section 8, amounted to € 4.8 million profits compared to € 3.1 million losses in 2020 while reported profits before tax € 1.6 million versus € 6.3 million losses in 2020.
Consolidated profits before tax amounted to € 0.9 million compared to € 8.3 million consolidated losses before tax in 2020. Net profits amounted to € 0.6 million compared to € 7.2 million net losses in 2020.
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 – 30/6/2021 versus 1/1 – 30/6/2020 at the following tables. Amounts are in thousands of euros.
| a' semester 2021 | a' semester 2020 | 2021/2020 | |
|---|---|---|---|
| Revenue | 111,433 | 105,985 | 1.05 |
| EBITDA (*) | 9,695 | 9,243 | 1.05 |
| EBITDA (OPR)* | 6,864 | 6,496 | 1.06 |
| EBIT (*) | 4,876 | 3,510 | 1.39 |
| Profit / Loss before Tax (*) | 342 | (996) | - |
Retail Trading of Home Furniture and Household Goods (IKEA stores):
(*) The selected alternative performance measurement indicators are listed in section 8
The amounts of the last period have been adjusted to become similar and comparable with the corresponding amounts of the current period in terms of credit card expenses that from the finance cost were transferred from 1/1/2021 to distribution expenses.
| a' semester 2021 | a' semester 2020 | 2021/2020 | |
|---|---|---|---|
| Revenue | 74,229 | 53,552 | 1.39 |
| EBITDA (*) | 13,446 | 6,077 | 2.21 |
| EBITDA (OPR)* | 7,474 | (339) | - |
| EBIT (*) | 4,756 | (3,091) | - |
| Profit / (Loss) before Tax (*) | 1,579 | (6,324) | - |
(*) The selected alternative performance measurement indicators are listed in section 8
| a' semester 2021 | a' semester 2020 | 2021/2020 | |
|---|---|---|---|
| Revenue | 185,674 | 159,516 | 1.16 |
| EBITDA (*) | 22,217 | 14,537 | 1.53 |
| EBITDA (OPR)* | 13,346 | 5,281 | 2.53 |
| EBIT (*) | 8,576 | (510) | - |
| Profit / (Loss) before Tax (*) | 859 | (8,266) | - |
| Net Profit/(Loss) After Tax and Minority Interests |
574 | (7,248) | - |
(*) The selected alternative performance measurement indicators are listed in section 8
The amounts of the last period have been adjusted to become similar and comparable with the corresponding amounts of the current period in terms of credit card expenses that from the finance cost were transferred from 1/1/2021 to distribution expenses.
We note that on a consolidated basis the Group's Total Equity (after minority interest) at June 30, 2021 amounts to € 169.2 million versus an amount of € 168.8 million of year end 2020.
Below please find basic Indicators for the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements included in the Condensed Financial Statements of the Group.
| 30/6/2021 | 31/12/2020 | |
|---|---|---|
| Total Current assets/Total Assets | 64.81% | 63.60% |
| Total current assets without Assets classified as held for sale / Total Assets |
36.87% | 35.00% |
| Total Liabilities/TOTAL SHAREHOLDERS EQUITY & LIABILITIES | 74.55% | 73.52% |
| Total Shareholders Equity/TOTAL SHAREHOLDERS EQUITY & LIABILITIES |
25.45% | 26.48% |
| Total Current assets/ Total Current Liabilities | 173.43% | 190.53% |
| Total current assets without Assets classified as held for sale / Total current Liabilities without Liability arising from assets held for sale |
107.02% | 116.12% |
| a' semester 2021 | a' semester 2020 | |
|---|---|---|
| Operating Profit /(Loss) / Revenue | 4.62% | (0.32%) |
| Profit/Loss before Tax / Total Shareholders Equity | 0.51% | (4.83%) |
The amounts of the last period have been adjusted to become similar and comparable with the corresponding amounts of the current period in terms of credit card costs that were transferred from the finance cost to distribution expenses as well as the advances for investments in the supply chain of the Group that from the other current assets have been transferred to the long-term receivables.
During the period 1/1 – 30/6/2021 the following share capital changes were realized:
The above change was registered in the General Commercial Register (G.E.M.I.) on 13/1/2021 (K.A.K. 2448494 - the relevant announcement with number 2302656 / 13.01.2021 of the Companies Directorate of the Ministry of Development and Investment), at which point the share capital increase took place.
It is noted that the underlying value of the shares to which the remaining stock options reflect, was initially determined at the amount of €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 SOP (27/9/2013). Already, the resolutions 20/11/2017, 19/11/2018 and 18/11/2019 of the BoD (relevant minutes of the G.A. with number 389/20.11.2017, 399/19.11.2018 and 407/18.11.2019) resulted to the readjustment of the historical share price of the Company and therefore the implemented exercise price of stock options of the SOP is € 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 € 280,495.10, 87,040 new common nominal shares were issued and delivered to the corresponding beneficiaries of the Program, of nominal value € 1.00 per share, while the share capital of the Company increased by the amount of € 87,040.00 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 € 3.2226 per share according to the aforementioned, the share premiun, of total amount € 193,455.10, was transferred to "Share Premium reserve".
The aforementioned change was registered to the General Electronic Commercial Registry (GECR) on 15/1/2021 (Code Resistration Number 2450940), with the relevant 4511/15.01.2021 announcement issued by the Minister of Finance and Development.
Following these changes, the share capital of the Company now amounts to € 52,092,001.00 divided into 52,092,001 shares of nominal value € 1.00 per share, totally paid.
On 12/7/2021 it was registered in the General Commercial Register (G.E.M.I.) with Registration Code Number (K.A.K.) 2580689 or decision number 73223 / 12.07.2021 of the Head of the Companies Department, of the General Management Of the General Secretariat of Commerce and Consumer Protection of the Ministry of Development and Investment, which approved the establishment of the company under the name "TRADE ESTATES SA" ("TRADE ESTATES REAL ESTATE"), by contribution of a split branch, by contributions in kind and by payment of cash in accordance with the provisions of Law 4601/2019, Law 4548/2018 and Law 2778/1999 (article 21 par. 1), as well as its articles of association , as it was prepared with no. 21422 / 30.06.2021 notarial deed of the Athens notary Mrs. Maria P.
Tsangari and received number G.E.M.I. 160110060000 (Relevant or no. 77263 / 12.07.2021 Announcement of the above Directorate of Companies).
The initial share capital of the Company, amounting to one hundred seventy three million five hundred twenty seven thousand three hundred seventy eight euros (€ 173,527,378) was covered by the following founders as follows:
a) From "HOUSEMARKET SA" was covered an amount of euro sixty seven million three hundred seventy two thousand sixty-six (67,372,856) with a contribution from its spin-off real estate sector, including Ioannina (IKEA Ioannina), Thessaloniki (IKEA Thessaloniki) and Inofyta, amounting to euro thirty four million two hundred eighteen thousand fifty three (34,218,053) with a contribution of the shares of the Cypriot company under the name "H.M. ESTATES CYPRUS LTD »and an amount of one thousand one (1,001) with cash payment, ie the above founder covered a total amount of one hundred one million five hundred ninety one thousand nine hundred ten (101,591,910). Following this, the above founder participated in the share capital of the company at a rate of 58.50% and took fifty million seven hundred ninety five thousand nine hundred fifty five (50,795,955) registered shares, with a nominal value of two (2) euros each.
b) From "HOUSEMARKET BULGARIA ΕAD" covered an amount of twenty-nine million four hundred twenty-five thousand seven hundred ninety-two (29,425,792) with a contribution of the shares of "TRADE ESTATES BULGARIA EAD". Following this, the above founder participated in the share capital of the company at a rate of 17.0% and took fourteen million seven hundred twelve thousand eight hundred ninety-six (14,712,896) registered shares, with a nominal value of two (2) euros each.
c) From "H.M. HOUSEMARKET CYPRUS LIMITED " an amount of seventeen million two hundred forty five thousand six hundred ninety four (17,245,694) was covered by a contribution of the shares "RENTIS INVESTMENTS REAL ESTATE ". Following this, the above founder participated in the share capital of the company at a rate of 9.9% and took over eight million six hundred twenty two thousand eight hundred forty seven (8,622,847) registered shares, with a nominal value of two (2) euros each.
d) "TRADE LOGISTICS SA" covered an amount of twenty-five million two hundred sixty-two thousand nine hundred eighty-one (specifically 25,262,981) with to the established company, of the property located in Schimatari, Boeotia, and an amount of one thousand one (1,001) with cash payment, which in total it covers twenty five million two hundred sixty three thousand nine hundred eighty two (25,263,982). Following this, the above founder participated in the share capital of the company at a rate of 14.6%, and took twelve million six hundred thirty one thousand nine hundred ninety one (12,631,991) registered shares, with a nominal value of two (2) euros each.
to the minutes 43 / 31.12.2020 minutes of the General Meeting) decided to increase its share capital by the amount of euros of ten million fourteen euros and sixty cents (10,000,014.60), by cash payment, with the issue of 340,716 new common registered shares, with a nominal value of 29.35 euros each. The sole shareholder FOURLIS HOLDINGS SA participated in the total amount of this share capital increase.
The above change was registered in the General Commercial Register (G.E.M.I.) on 26/4/2021 (K.A.K. 2536332), relevantly issued the announcement with number 2346136 / 26.04.2021 of the G.E.M.I. . of the Athens Chamber of Commerce and Industry.
After the above changes, the share capital of the company now amounts to the amount of euro 25,625,367.60, divided into 873,096 shares with a nominal value of 29.35 euros each, fully paid.
Pursuant to the decision of the General Meeting of the shareholders of the company of 8/4/2021, an increase of the share capital of the company was made, in the amount of one million eight hundred and seventy seven thousand BGN (BGN 1,877,000.00), with the issuance of 187,700 new common values of ten leva (BGN registered after voting shares, nominal 10.00) each share. The share capital increase was fully covered by the shareholder INTERSPORT ATHLETICS S.A., in execution of the decision of its Board of Directors dated 6/4/2021 and was registered in the relevant company registers on 18/5/2021. Following the above share capital increase, the share capital amounts to seventeen million nine hundred seventy seven thousand one hundred seventy leva (BGN 17,977,170), divided into 1,797,717 shares, with a nominal value of ten leva (BGN 10.00) each .
On 30/3/2021 HOUSEMARKET SA, in execution of the decision of the Board of Directors dated 24/3/2021. of (relative to the number 451 / 24.03.2021 minutes of the BoD), proceeded to the purchase, by the company based in the Municipality of Athens with the name "TEN BRINKE HELLAS S.A. " "TEN BRINKE HELLAS MAE", of the half of the latter's participation in the societe anonyme with the name "SEVAS TEN SA" and the distinctive title "SEVAS-TEN M.A.E." in voting value of shares, nominal value amount of one hundred (100.00) euros each, instead of the total price amount of two hundred and seventy five thousand (275,000.00), payable in cash. The above shares correspond to 50% of the fully paid-up share capital of the above issuing company "SEVAS-TEN M.A.E.".
Subsequently, by decision of the General Meeting of Shareholders of SEVAS-TEN M.A.E. of 26/3/2021 an increase of the share capital of this company was made, in the amount of euro 275,000.00 with cash payment, with issue of 2,750 new common registered shares, nominal value amount of euro 100.00 and offering price of 1,000.00 euros for each one share. The shareholder HOUSEMARKET SA participated in the said share capital increase according to its participation percentage (50%), in execution of the
decision of its Board of Directors dated 24/3/2021.
After the above share capital increase, which was registered in the General Commercial Register (G.E.M.I.) on 14/4/2021 (K.A.K. 2357180), issued for this purpose its announcement number 2526963 / 14.04.2021 Service of G.E.M.I. of the Athens Chamber of Commerce and Industry, the share capital of the above company amounts to the amount of 825,000 euros, divided into 8,250 common with a nominal value of 100.00 euros each share.
The BoD of the shareholder HOUSEMARKET S.A. decided, on 25/1/2021, to proceed to the payment of the amount € 100,000.00 for acquiring 10 issued common nominal vote shares of nominal value €1.00 per share, plus the amount of € 99,990.00 share premium, namely the payment of the total amount of € 100,000.00.
It is noted that by 30/6/2021 an amount of € 70,000 had been paid.
It is noted that, with a resolution still pending until today regarding the share capital increase by the BoD of WYLDES LTD, the share capital of the company still amounts to € 7,062.00 divided into 7,062 common (ordinary) nominal vote shares of nominal value € 1.00 per share.
Moreover, WYLDES LTD has an indirect shareholding of 50% in the company SOFIA SOUTH RING MALL EAD which exploits the mall owned by Sofia Ring Mall and all funds invested aim to the development and optimization of the mall's operation.
Apart from the above, no other changes were made in the share capital of the Group companies during the first half of 2021.
The parent company FOURLIS HOLDINGS SA does not have branches.
The subsidiaries and especially the retail companies have developed and are developing an important network of Branches both in Greece and abroad.
Retail Trading of Home Furniture and Household Goods (IKEA stores): The segment currently operates seven (7) IKEA 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 operating in Greece in Rhodes Island, Patras, Chania, Heraklion, Komotini and Kalamata and one (1) Small Store in Piraeus. In Bulgaria operates two (2) Pick Up & Order Points in Burgas and Plovdiv and one (1) IKEA Small Store in Varna, and in Cyprus (Limassol) there is one (1) Planning studio store. Moreover, three (3) e-commerce Stores are operating in Greece, Cyprus and Bulgaria.
Retail trading of sporting goods (INTERSPORT and TAF stores): The segment currently operates one hundred fifteen (115) INTERSPORT Stores [fifty four (54) in Greece, thirty three (33) in Romania,
nine (9) in Bulgaria, six (6) in Cyprus and thirteen (13) in Turkey]. INTERSPORT stores added to the network during period 1/1 - 30/6/2021: one (1) Mega Outlet - Thessaloniki (16/6/2021).
During the same period, five (5) stores in Turkey closed Ank Gordion (14/3/2021), Ant. Erasta (31/3/2021), Sanko Park (14/4/2021), Ist. Optimum (26/5/2021) and Ant. Terracity (31/5/2021). At the same time, e-commerce Stores operate in Greece, Romania, Cyprus, Bulgaria and Turkey. The TAF Branches operating on 30/6/2021 are eighteen (18) of which fifteen (15) in Greece and three (3) in Turkey. In the period 1 / 1-30 / 6/2021, one (1) new TAF store was added to the network on 21/6/2021 in Peristeri.
The Group was also affected in the first half of 2021 by the COVID-19 health crisis, which disrupted global economies and had a significant negative impact on many activities.
The Group, with a sense of responsibility towards people, customers and society as a whole, responded immediately to the recent developments, taking the appropriate information, prevention and protection measures to mitigate the spread of the Covid-19 pandemic.
The Group implemented work from home for employees of each subsidiary's management buildings. In addition, individuals belonging to vulnerable groups and parents of students were facilitated with special purpose vacations, in accordance with the respective legal framework of the countries in which they operate. At the same time, business trips were limited to the absolutely necessary, trainings were carried out remotely and information messages and recommendations were constantly sent to avoid numerous meetings and crowded places. Moreover, the cleaning and disinfection of the facilities was intensed, as well as the guidance of the human resources in the field of personal hygiene, according to the guidelines and the suggestions of the governments and the Ministry of Civil Protection. After the restrictions were lifted in May and June, domestic demand for goods and services recovered and tourist arrivals increased in the first months of the summer compared to last year.
In particular, for the Group's stores network, instructions were immediately sent regarding the preventive measures, the observance of the individual hygiene rules and social distancing, as well as the way of managing any cases. Indicatively, during the reopening of the stores, the following measures were applied:
• Placement of signs for keeping the distances and protective plexiglass in the cash registers and in the info desks.
• Antiseptics available for both customers and human resources.
• Disinfection of clothes and shoes that were tested / returned by customers (INTERSPORT and TAF Stores).
• Ventilation / air conditioning maintenance.
Group's management estimates that the second semester will have a higher 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 mainly, because the vaccination has started with a fairly high percentage of the population in Greece and abroad with a direct impact on the macroeconomic variables that affect the course of the Group but also the developments in the economic and political environment, especially in Greece, where the biggest part of its revenues arises (54.6% in the first half of 2021).
A detailed presentation of the effects of the pandemic on the business activities, the financial situation and the financial performance of the Group is given in section 7.
The Group continues to implement its investment program where it is estimated that there is room for expansion under the current circumstances. On July 12, 2021, the Ministry of Development and Investment approved the establishment of TRADE ESTATES REAL ESTATE INVESTMENT (TRADE ESTATES SA). The initial share capital of the company amounts to one hundred seventy three million five hundred twenty seven thousand three hundred seventy eight (€ 173,527,378). The real estate portfolio of TRADE ESTATES AEEAP includes all the existing privately owned properties of the Group which are used for the operation of the Retail Home Equipment (IKEA), the supply chain centers in Schimatari and Oinofyta, as well as its investment property in Greece. The purpose of TRADE ESTATES AEEAP is to be active in purely large retail real estate ("Big Boxes") and e-commerce infrastructure, through the acquisition of new real estate outside the Fourlis Group, creating a portfolio of high quality and performance.
Two (2) new INTERSPORT Stores are expected to be added to the sportswear retail sector. At the end of 2021, the sector is expected to have a network of one hundred and twenty one (121) INTERSPORT Branches and seventeen (17) TAF Branches, while the INTERSPORT E-commerce Stores will be fully operational in Greece, Romania, Turkey, Bulgaria and Cyprus and the TAF E-Commerce Store in Greece.
The Group operates with nine (9) IKEA Branches, nine (9) Pick Up & Order Points and three (3) Ecommerce Stores in Greece, Bulgaria and Cyprus and the second half of 2021 will add to its network the IKEA Small Store in Attica and specifically in Maroussi. Based on the development plan in the three countries where the Group operates the IKEA stores, (5) five IKEA stores of medium size 5,000 – 12,000 sq.m. will be opened and ten (10) small stores of 1,000 – 2,000 sq.m. in the next five years.
Management's orientation towards gaining benefits from synergies within the Group will be continued for the 2nd semester of 2021. "Integrity", "Respect" and "Efficiency" continue to compose major comparative advantages through which the Group aims to achieve its goals.
The Ordinary General Assembly of the Company on 16/6/2017, under the context of Stock Option Plan, approved the disposal of 2,566,520 stock options and authorized the Board of Directors to regulate the procedural issues and details. The program will be implemented in four waves, with a maturity period of five years per wave. Options must be exercised within five years from maturity date. In case that there are undisposed options, after the allocation of options mentioned above, these options will be cancelled. The underlying share price of each wave is the closing stock price of the share at the decision date of the General Assembly regarding the approval of the SOP.
On 20/11/2017, the BoD granted 641,630 stock options, which compose the first of the four waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 5.768 per share which is the closing stock price of the share adjusted with the share capital decrease which was implemented after the date of the General Assembly.
On 19/11/2018, the BoD granted 641,630 stock options, which compose the second of the four waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 5.666 per share which is the closing stock price of the share adjusted with the share capital decrease which was implemented after the date of the General Assembly.
On 19/11/2019, the BoD granted 641,630 stock options, which compose the third of the four waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 5.5637 per share which is the closing stock price of the share adjusted with the share capital decrease which was implemented after the date of the General Assembly.
On 23/11/2020 the BoD granted 641,630 stock options, which compose the fourth of the four waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 5.5637 per share which is the closing stock price of the share adjusted with the share capital decrease which was implemented after the date of the General Assembly.
On December 16, 2020 the BoD of the Company issued an Invitation to the beneficiaries of the SOP which was approved by the Extraordinary General Assembly held on 27/9/2013 and the Ordinary General Assembly held on 16/6/2017 regarding the exercise of their options. 10 beneficiaries responded to this Invitation and exercised their option for the purchase of 87,040 shares, of nominal value € 1.00 and underlying price € 3.2226 per share and paid the total amount of € 280,495.10.
It is noted that the underlying price of shares to which the distributed options reflect, had been initially determined at the amount of € 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 since 27/9/2013 (Extraordinary General Assembly date). The historical closing price of the share was readjusted and formed at the underlying price of € 3.226 each (following the BoD resolutions of 20/11/2017, 19/11/2018, 18/11/2019 407/18.11.2019).
On 26 January, 2021 started the trading of 87,040 new common nominal shares of the Company which resulted from the shareholding increase (87,040 shares x €1.00) and €193,455.10 that transferred to "Share Premium reserve". The above increase came by the response of 10 beneficiaries regarding the exercise of their options at the nominal value € 3.2226 , according to the Second Stock option plan, the resolution of the Extraordinary General Assembly of the shareholders held on 27/9/2013 and the BoD resolutions held on 25/11/2013, 24/11/2014 and 23/11/2015 . On January 15, 2021 the share capital increase of the Company by the amount of € 87,040.00 through cash payment and the issue of 87,040 new shares of nominal values € 1.00 and underlying price € 3.2226 each were registered in the GECR. It is noted that, after the aforementioned increase, the share capital now amounts to € 52,092,001.00 divided into 52,092,001 nominal shares of nominal value € 1.00 per share. The Corporate Actions Committee of Hellenic Exchanges - Athens Stock Exchange, on their meeting held on 21/1/2021 approved the trading of the 87,040 new common nominal shares of the Company. A decision of the Company stipulates that the above new shares are negotiable on the ATHEX from January 26, 2021. From the same date, the starting price of the Company's shares on the ATHEX will be adjusted in accordance with the ATHEX Regulations no. 26 of the of the ATHEX as in force, the new shares will have been credited to the shares and securities accounts of the eligible shareholders in the Intangible Securities System (DSS).
During the period 1/1- 30/6/2021, none of the rights granted under the first, second and third series of the Stock Option Program of September 27, 2013 and the first and second series of the Program of 16 were exercised on June 2017.
The Extraordinary General Meeting of the Company of July 22, 2021, within the framework of the Stock Options Program, approved the allocation of a maximum of 1,600,000 shares of one share, ie 3.07% of the number of shares on the ATHEX and the granting of authorization to Board of Directors for the regulation of procedural issues and details. The offering price of the above shares is the nominal value of the share on the day of the decision of the General Meeting in 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 rights that will be granted to the beneficiaries of the Program with a date of concession on 22/11/2021, can be exercised from 24/11/2024 to 15/12/2028.
The Group is exposed to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The management of risk is achieved by the central Treasury department, which operates under specific guidelines set by the Board of Directors. The Treasury department identifies, determines and hedges
the financial risks in cooperation with the Groups' subsidiaries. The Board of Directors provides written instructions and directions for the general management of the risk, as well as specific instructions for the management of specific risks such as foreign exchange risk and interest rate risk.
The Group is exposed to foreign exchange risk arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases pre - purchases foreign currencies.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities. Cash flow risk is minimized via the availability of adequate credit lines and cash. Also, the Group has entered into Interest Rate Swap (IRS) contracts in order to face interest rate risk.
The Group carefully monitors the events regarding the spread of coronavirus, in order to adjust in the special conditions arising exclusively for the treatment and restriction of spread of COVID-19.
It complies with the official directives of competent authorities for the operation of physical stores and central offices in countries it operates. It also complies with the existing legislation and conducts its trading transactions in its physical stores according to the directives. The quantitative and qualitative consequences on the Group's and Company's operation also taking into consideration the directives of capital market committee are summarized in the following:
12.The Group has complied with the new corporate governance framework in force in Greece from 17/7/2021 through law 4706/20120 for listed companies and their important subsidiaries and the relevant decisions and circulars of the Hellenic Capital Market Commission and has adopted voluntarily and implements the Greek Code of Corporate Governance of the Hellenic Corporate Governance Council.
There are no litigations or legal issues that might have a material impact on the Interim Condensed Financial Statements of the Group or Company for the period 1/1 - 30/6/2021.
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).
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 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 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 (IFRS 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:
(amounts in thousand euros)
| Group Consolidated Results | |||
|---|---|---|---|
| 1/1-30/6/2021 | 1/1-30/6/2020 | ||
| Proftit/ (Loss) before tax | 859 | (8,266) | |
| Financial and investing results | 7,717 | 7,755 | |
| Total depreciation / amortization | 13,641 | 15,047 | |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
22,217 | 14,537 | |
| Depreciation of right of use assets (depreciation |
| Operating earnings before tax, interest and | ||
|---|---|---|
| depreciation/ amortization EBITDA (OPR) | 13,346 | 5,281 |
IFRS 16) (8,871) (9,256)
| Retail Trading of Home Furniture and Household Goods (IKEA stores) |
||
|---|---|---|
| 1/1-30/6/2021 | 1/1-30/6/2020 | |
| Proftit/ (Loss) before tax | 342 | (996) |
| Financial and investing results | 4,534 | 4,506 |
| Total depreciation / amortization | 4,819 | 5,733 |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
9,695 | 9,243 |
| Depreciation of right of use assets (depreciation | ||
| IFRS 16) | (2,831) | (2,747) |
| Operating earnings before tax, interest and |
depreciation/ amortization EBITDA (OPR) 6,864 6,496
| Retail Trading of Sporting Goods (INTERSPORT and TAF stores) |
||
|---|---|---|
| 1/1-30/6/2021 | 1/1-30/6/2020 | |
| Proftit/ (Loss) before tax | 1,579 | (6,324) |
| Financial and investing results | 3,177 | 3,233 |
| Total depreciation / amortization | 8,690 | 9,168 |
| Earnings before tax, interest and depreciation & amortization (EBITDA) |
13,446 | 6,077 |
| Depreciation of right of use assets (depreciation IFRS 16) |
(5,972) | (6,417) |
| Operating earnings before tax, interest and depreciation/ amortization EBITDA (OPR) |
7,474 | (339) |
The funds of the last period have been adjusted to become similar and comparable with the corresponding funds of the current period in terms of credit card expenses that from the line financial expenses were transferred from 1/1/2021 to the operating expenses of the disposal.
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 01/01/2021-30/06/2021, on the following thematic aspects:
In the context of the continuous improvement of the approach to sustainable development and social responsibility topics, the Group conducts a materiality analysis 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 methodology used for the materiality analysis is based on the GRI Standards.
The Group recognizes as stakeholders those who have an impact or are affected by its activities. 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 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. The Sustainable Development and Social Responsibility Report 2020, which is available at www.fourlis.gr, includes:
FOURLIS Group, (headquarters located at 18-20 Sorou Street (Building A), 15125 Maroussi), 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), while, in the context of exploiting synergies between the Group companies, the supply chain services for both sectors and for all countries are provided by TRADE LOGISTICS S.A., a Group's subsidiary.
The Group plans to enter the real estate investment sector through its under development subsidiary TRADE ESTATES S.A. which will have a portfolio of quality retail real estate and e-commerce infrastructure and will invest in this kind of real estate.
Τhe Group's parent company's, FOURLIS HOLDINGS S.A. (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 control services, human resources, IT, corporate governance, treasury management, personal data protection, sustainable development and social responsibility.
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 the context of the sustainable development approach, the Group consistently identifies and prioritizes the topics that are linked to its activities and may cause negative impacts to its stakeholders and to the wider society and the environment in the countries where it operates.
At Group level, the Regulation of Operations, based on article 14 of the L. 4706/2020, describes the organizational structure, the risk management system and the internal control system. The Board of Directors of the Company is responsible for monitoring the risk management system. The responsibility for risk management lies with the FOURLIS Group Management. Specifically, in the area of Sustainable Development and in particular in the Group's Sustainable Development and Social Responsibility Report for 2020, the Group's sustainable development material topics are described, as emerged by the latest materiality analysis, while the Report includes information on the potential risks associated with them.
| TOPIC | OBJECTIVES 2021 | |
|---|---|---|
| Employment creation | Increasing the number of employees according to the Group's business plans | |
| Protection of employee |
Zero incidents of fatalities and/or high-consequence work-related injuries | |
| health, safety and well |
||
| People | being | |
| our | Protection of human rights | Maintaining zero incidents of human rights violations in the Group |
| For | in the workplace | |
| Investing in employee |
Carrying out the scheduled training plan* | |
| training and development | ||
| Creation and distribution of | Maintaining donations and sponsorships at least at 2020 levels* | |
| Society | direct economic value to |
|
| stakeholders | ||
| For the | Active and responsible |
Maintaining social contribution programs at least at 2020 levels* |
| social contribution |
| Regulatory compliance and business ethics |
- Full compliance with the new Corporate Governance Law - Zero cases of fraud/corruption |
|
|---|---|---|
| Market | Product compliance, labeling and responsible communication |
Maintain a level of full compliance with regulations and voluntary codes regarding product labeling and responsible communication |
| For the | Protection of customer and visitor health and safety |
Zero incidents of non-compliance with regulations and voluntary codes relating to customer and visitor health and safety issues |
Indicative examples of ESG performance objectives for 2021 are:
*The specific objectives are subject to revision as their 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:
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 its facilities. The training includes:
In order to ensure the compliance to the Health and Safety Policy, regular inspections are conducted by Safety Technicians for all Group operations. All Health and safety incidents occurring within the Group's premises and stores are reported and a Safety Report is compiled for each store as well as a consolidated one for all of them. The report includes information not only on the number and type of incidents, but also on the way they were addressed. Through these reports the Group is able to receive useful information on the effectiveness of the policies and to improve its practices, when and where needed.
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).
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 March 2021, the new energy labels will be available on products sold in both physical and online retail stores. More information is available on the project's website, www.label2020.gr.
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.
INTERSPORT ATHLETICS S.A.'s marketing and communication strategy is defined by its vision, which is to be always at the heart of sports and at the pulse of sporting events and that of the Athlete's Foot's, which is to bring style to sports, redefine the rules of style and challenge its consumers to stand out. 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, in order to design programs and actions that are in line with the Group Principles and Values, which respond to the most important of these, but also to those aligned with the strategy and nature of its activities. These programs and actions focus mainly on supporting vulnerable social groups, as well as children.
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 2021 to support society.
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:
Common recruitment evaluation criteria for all the Group's companies, to ensure equal opportunities and to fight discrimination.
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.
The Group believes that 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 the employees of the Group 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 of all the Group companies from all countries of operation.
In 2021, all trainings were implemented remotely either through e-learning or through an synchronous training platform.
Since 2008 an annual Performance Appraisal and Development Review System for all the Group employees is adopted, 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 the Group companies. In addition, the evaluation form also records all actions related to Employees' Development Plan.
In 2020, the Appraisal and Development Review procedure was renewed to meet current business needs. The 1st half of 2021 the Performance Appraisal and Development Reviews for 2020 were completed.
In the 1st half of 2021, the following actions were also implemented for the Group employees:
to encourage organizations, businesses and public bodies to develop and implement practices for the integration and management of diversity.
In this context, the Group has already launched a new initiative on diversity and inclusion and plans to implement a series of actions in this field.
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:
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 implemented the EF ZIN (WELLBEING) program for the 11th consecutive year. In the context of this program, a number of actions that concern healthy diet, health and prevention, exercise, etc. are taking place every year.
The 1st half of 2021 the following actions were implemented:
other relevant topics. The program is implemented for the Group employees in Greece, Cyprus and Bulgaria, in cooperation with experienced dieticians/nutritionists.
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:
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 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.
The Group's approach on Regulatory Compliance issues is based on and has as a prerequisite three key pillars: corporate governance, business ethics and anti-corruption and anti-competitive behavior.
In this context the Group has established and implements the following:
Corporate Governance Code
More information is available at www.fourlis.gr as well as at the FOURLIS Group Sustainable Development and Social Responsibility Report 2020, also available at www.fourlis.gr
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 2020, also available at www.fourlis.gr
In the Group, since Environmental issues have not emerged as a material topic through the latest materiality analysis, the risks that may arise from climate change in relation to the Group's business model are not recorded. However the effects of the activities are monitored and a series of voluntary actions and interventions are being carried out, aimed at reducing environmental impact, saving and recycling of natural resources, as well as raising awareness of employees and the public on environmental issues and adopting a responsible attitude towards 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 2020, at www.fourlis.gr
o INTERSPORT Greece has proceeded to the replacement of the cardboard boxes with reusable plastics for the transport of its goods from its central warehouse (TRADE LOGISTICS) to its stores in Attica, Thessaloniki and Patra.
At FOURLIS Group we know that a significant quantity of water is consumed at our facilities, due to the sanitation needs and to the large number of visitors and employees. For this reason, we monitor consumption per subsidiary, and we examine the implementation of additional measures where necessary, in order to reduce water consumption at our facilities.
IKEA stores have sustainable products which are presented in detail on its website (https://www.ikea.gr/en/much-more-than-what-you-can-imagine/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:
Overall, the IKEA stores' restaurant maintains a Food Safety System according to the international standard ISO 22000.
Respectively, INTERSPORT and The Athlete's Foot also have sustainable products. More information is available athttps://www.intersport.gr/sustainable/ and www.theathletesfoot.gr respectively.
FOURLIS Group seeks to continuously improve its relationship with suppliers by communicating the terms of cooperation and the key framework of principles and values that govern their partnership. 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.
Concerning its supply chain FOURLIS Group is in the process of evaluating the possibility of implementing within the next 2 years, the following practices:
The main supply chain services provider for the Group is the subsidiary TRADE LOGISTICS. TRADE LOGISTICS (TRADE LOGISTICS S.A.) purpose is to provide supply chain services, like the receipt, storage and transport of goods, the creation of promotional and other packaging, the supply of business units and the management of all relevant information. More specifically, its activities are:
TRADE LOGISTICS, with its specialized and experienced personnel, the use of technology and the adoption of innovative methods in the Logistics field, aims at the proper operation of all storage and delivery procedures, as well as at the development of its activities.
To deal with the unprecedented challenge of the COVID-19 pandemic, the Group continued to implement the emergency response plan aiming at its smooth operation and the health and safety of its employees, customers and partners.
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, while business travel was limited to what was absolutely necessary. The Group also undertook further initiatives for the safety of its employees, in addition to the obligations arising from the legislation.
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.
Related parties transactions are analyzed in Note 20 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2021.
The number of employed human resources of the Group on 30/6/2021 is 3,929 people (4,015 on 30/6/2020). Respectively, the human resources of the Company on 30/6/2021 are 100 people (100 on 30/6/2020).
Transactions and fees with the management members are analyzed in Note 20 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2021.
The Ordinary General Meeting 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 the purchase by the Company of its (own) shares. Regarding the terms and conditions of the acquisition of own shares, the President proposed to Messrs. shareholders, the maximum number of shares that can be acquired, including the shares previously acquired by the Company and maintained, is 2,604,600 shares (5% of the paid-up share capital), the approval of the General Meeting to be granted for for a period of 24 months and, finally, to set a minimum acquisition limit of one euro (€ 1.00) per share and a maximum acquisition limit of eight euros (€ 8.00) per share.
On 30/6/2021 the Company holds 629,785 treasury shares, representing 1.209% of the Company's share capital with an average purchase price of € 3.56 per share and a total value of 2,243,652 euros (454.319 on 30/6/2020).
There are subsequent events of 30/6/2021 which are:
This Report, the Interim Condensed Financial Statements of the 1st semester of 2021, the Notes on the Interim Condensed Financial Statements along with the Auditor's Report, are published at the Group's web site, address: http://www.fourlis.gr.
Marousi, August 30 2021
The Board of Directors
The Interim Condensed Financial Statements (consolidated and separate) of the period 1/1 – 30/6/2021 included in pages 41 to 75 are in accordance with the IFRS (IAS 34) as applied in the European Union and approved by the Board of Directors on 30/8/2021 and are signed by the following:
Chairman of the Board of Directors CEO
Vassilis St. Fourlis ID No. S – 700173 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
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 2021, 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, 31 August 2021
The Certified Auditor Accountant
Sofia Kalomenides S.O.E.L. R.N. 13301 ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. Chimarras 8B, 151 25 Maroussi SOEL REG. No. 107
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Assets | Note | 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 |
| Non-current Assets | |||||
| Property plant and equipment | 7 | 55.859 | 56.890 | 195 | 218 |
| Right of use assets | 8 | 121.675 | 123.317 | 1.178 | 1.250 |
| Intangible Assets | 10 | 9.749 | 8.947 | 185 | 207 |
| Investments | 26.928 | 27.465 | 91.298 | 91.132 | |
| Long Term receivables | 10.923 | 7.320 | 47 | 47 | |
| Deferred Taxes | 16 | 8.610 | 8.067 | 217 | 227 |
| Non-current Assets | 233.744 | 232.006 | 93.121 | 93.082 | |
| Current assets | |||||
| Inventory | 89.417 | 90.982 | 0 | 0 | |
| Income tax receivable | 795 | 543 | 5 | 5 | |
| Trade receivables | 3.873 | 4.034 | 595 | 1.120 | |
| Other receivables | 20.946 | 12.064 | 590 | 10.423 | |
| Cash & cash equivalent | 129.911 | 115.440 | 88 | 550 | |
| Assets classified as held for sale | 9 | 185.578 | 182.285 | 0 | 0 |
| Total current assets | 430.521 | 405.348 | 1.277 | 12.097 | |
| Total Assets | 664.265 | 637.353 | 94.398 | 105.178 | |
| SHAREHOLDERS EQUITY & LIABILITIES | |||||
| Shareholders equity | |||||
| Share Capital | 11 | 52.092 | 52.092 | 52.092 | 52.092 |
| Share premium reserve | 13.914 | 14.025 | 14.624 | 14.625 | |
| Reserves | 27.152 | 27.384 | 14.806 | 14.694 | |
| Retained earnings | 75.911 | 75.261 | 9.021 | 9.967 | |
| Total Equity (c)=(a)+(b) | 169.069 | 168.762 | 90.543 | 91.378 | |
| LIABILITIES | |||||
| Non Current Liabilities | |||||
| Non - current loans | 14 | 129.562 | 136.356 | 77 | 77 |
| Lease liabilities | 15 | 109.529 | 111.628 | 934 | 1.016 |
| Employee retirement benefits | 13 | 7.220 | 7.214 | 883 | 868 |
| Deferred Taxes | 16 | 379 | 337 | 0 | 0 |
| Other non-current liabilities | 271 | 303 | 23 | 23 | |
| Total non current Liabilities | 246.960 | 255.839 | 1.917 | 1.984 | |
| Current Liabilities | |||||
| Short term loans for working capital | 14 | 19.799 | 16.853 | 0 | 0 |
| Current portion of non-current loans and borrowings |
14 | 61.398 | 51.356 | 0 | 0 |
| Short term portion of long term lease liabilities | 15 | 19.842 | 19.075 | 298 | 280 |
| Income Tax Payable | 925 | 271 | 0 | 0 | |
| Accounts payable and other current liabilities | 126.915 | 104.542 | 1.639 | 11.536 | |
| Liability arising from assets held for sale | 9 | 19.356 | 20.655 | 0 | 0 |
| Total current Liabilities | 248.235 | 212.752 | 1.937 | 11.816 | |
| Total liabilities (d) | 495.196 | 468.591 | 3.855 | 13.801 | |
| Total Equity & Liabilities (c) + (d) | 664.265 | 637.353 | 94.398 | 105.178 |
The amounts of the previous period have been adjusted to be similar and comparable with the corresponding amounts of the current period concerning advances for investments in the supply chain of the Group that were transferred from other current assets to the long-term receivables.
(In thousands of Euro, unless otherwise stated)
| Group | |||
|---|---|---|---|
| Note | 1/1 - 30/6/2021 | 1/1 - 30/6/2020 | |
| Revenue | 185.674 | 159.516 | |
| Cost of Goods Sold | (107.441) | (92.181) | |
| Gross Profit | 78.234 | 67.335 | |
| Other income | 10.573 | 6.344 | |
| Distribution expenses | (69.135) | (62.841) | |
| Administrative expenses | (10.784) | (10.930) | |
| Other operating expenses | (312) | (418) | |
| Operating Profit /(Loss) | 8.576 | (510) | |
| Total finance cost | (7.426) | (7.528) | |
| Total finance income | 246 | 190 | |
| Contribution associate companies profit and loss | (537) | (417) | |
| (Loss)/Profit before Tax | 859 | (8.266) | |
| Income tax | 16 | (285) | 1.018 |
| Net Profit / (Loss) (A) | 574 | (7.248) | |
| Attributable to : | |||
| Equity holders of the parent | 574 | (7.248) | |
| Net Profit / (Loss) (A) | 574 | (7.248) | |
| Basic Earnings/(Losses) per Share (in Euro) | 17 | 0,0110 | (0,1394) |
| Diluted Earnings / (Losses) per Share (in Euro) | 17 | 0,0109 | (0,1372) |
The amounts of the previous period have been adjusted to be similar and comparable with the corresponding amounts of the current period concerning credit card expenses that were transferred at 1/1/2021 from finance cost line to the distribution expenses.
Revenue is meant as income from contacts with customers.
(In thousands of Euro, unless otherwise stated)
| Group | |||
|---|---|---|---|
| Note | 1/1 - 30/6/2021 | 1/1 - 30/6/2020 | |
| Net Profit /(Loss) (A) | 574 | (7.248) | |
| Other comprehensive income/(loss) Other comprehensive income transferred to the income statement |
|||
| Foreign currency translation from foreign operations | (340) | (557) | |
| Effective portion of changes in fair value of cash flow hedges |
73 | (10) | |
| Total Other comprehensive income transferred to the income statement |
(267) | (568) | |
| Comprehensive (Losses) / Income after Tax (B) | (267) | (568) | |
| Total Comprehensive Income / (Losses) after tax (A) + (B) Attributable to: |
306 | (7.816) | |
| Equity holders of the parent | 306 | (7.816) | |
| Total Comprehensive Income / (Losses) after tax (A) + (B) |
306 | (7.816) |
(In thousands of Euro, unless otherwise stated)
| Company | ||||
|---|---|---|---|---|
| Note | 1/1 - 30/6/2021 | 1/1 - 30/6/2020 | ||
| Revenue | 2.215 | 1.913 | ||
| Cost of Goods Sold | (2.181) | (1.871) | ||
| Gross Profit | 34 | 42 | ||
| Other income | 758 | 614 | ||
| Administrative expenses | (1.484) | (1.374) | ||
| Depreciation/Amortisation (Administration) | (212) | (200) | ||
| Other operating expenses | (3) | (2) | ||
| Operating Loss | (908) | (921) | ||
| Total finance cost | (28) | (30) | ||
| Total finance income | 0 | 0 | ||
| Loss before Tax | (935) | (951) | ||
| Income tax | 16 | (10) | (3) | |
| Loss (A) | (946) | (954) |
Revenue is meant as income from contacts with customers
(In thousands of Euro, unless otherwise stated)
| Note | 1/1 - 30/6/2021 | 1/1 - 30/6/2020 | |
|---|---|---|---|
| Loss (A) | (946) | (954) | |
| 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 (losses) / income after tax (A) + (B) |
(946) | (954) | |
| Attributable to : | |||
| Equity holders of the parent | (946) | (954) | |
| Total comprehensive income/(losses) after Tax (A) + (B) |
(946) | (954) |
(In thousands of Euro, unless otherwise stated)
| Balance at 1.1.2020 | Note | Share Capital 42.124 |
Share premiu m reserve s 13.833 |
Reserve s 38.552 |
Revalua tion Reserve s 722 |
Foreign exchang e diff. from Stateme nt of Financial Position transl. reserves (10.027) |
Retained earnings / (Accumul ated losses) 94.980 |
Total Equity (c)=(a)+ (b) 180.185 |
|---|---|---|---|---|---|---|---|---|
| Total comprehensive income/(loss) for | ||||||||
| the period | ||||||||
| Profit /(Loss) | 0 | 0 | 0 | 0 | 0 | (7.248) | (7.248) | |
| Foreign currency translation from foreign | 0 | 0 | 0 | 0 | (557) | 0 | (557) | |
| operations | ||||||||
| Effective portion of changes in fair value of cash flow hedges |
0 | 0 | (10) | 0 | 0 | 0 | (10) | |
| Total comprehensive income/(loss) | 0 | 0 | (10) | 0 | (557) | 0 | (568) | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | (10) | 0 | (557) | (7.248) | (7.816) | |
| Transactions with shareholders | ||||||||
| recorded directly in equity | ||||||||
| Share Capital Increase | 0 | (2) | 0 | 0 | 0 | 0 | (2) | |
| SOP Reserve Stock Buy Back |
0 0 |
0 0 |
243 (1.606) |
0 0 |
0 0 |
0 0 |
243 (1.606) |
|
| Total transactions with shareholders | 0 | (2) | (1.364) | 0 | 0 | 0 | (1.365) | |
| Balance at 30.6.2020 | 42.124 | 13.831 | 37.178 | 722 | (10.584) | 87.732 | 171.004 | |
| Balance at 1.1.2021 | 52.092 | 14.025 | 37.003 | 722 | (10.418) | 75.338 | 168.762 | |
| Total comprehensive income/(loss) for | ||||||||
| the period | ||||||||
| Profit | 0 | 0 | 0 | 0 | 0 | 574 | 574 | |
| Foreign exchange differences | 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 | 0 | (1) | 0 | 0 | 0 | 0 | (1) | |
| SOP Reserve Net Income directly booked in the |
0 | 0 | 216 | 0 | 0 | 0 | 216 | |
| 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 | (10.758) | 75.911 | 169.069 |
(In thousands of Euro, unless otherwise stated)
| Note | Share Capital |
Share premium reserves |
Reserves | Retained earnings / (Accumulate |
Total Equity | |
|---|---|---|---|---|---|---|
| d losses) | ||||||
| Balance at 1.1.2020 Total comprehensive |
42.124 | 14.433 | 16.268 | 15.277 | 88.102 | |
| income/(loss) for the period | ||||||
| Profit /(Loss) | 0 | 0 | 0 | (954) | (954) | |
| Total comprehensive | 0 | 0 | 0 | (954) | (954) | |
| income/(loss) after taxes | ||||||
| Transactions with shareholders recorded directly in equity |
||||||
| Share Capital Increase | 0 | (2) | 0 | 0 | (2) | |
| SOP Reserve | 0 | 0 | 243 | 0 | 243 | |
| Stock Buy Back | 0 | 0 | (1.606) | 0 | (1.606) | |
| Total transactions with | 0 | (2) | (1.363) | 0 | (1.365) | |
| shareholders | ||||||
| Balance at 30.6.2020 | 42.124 | 14.432 | 14.905 | 14.323 | 85.783 | |
| Balance at 1.1.2021 Total comprehensive |
52.092 | 14.625 | 14.694 | 9.967 | 91.378 | |
| income/(loss) for the period | ||||||
| Profit /(Loss) | 0 | 0 | 0 | (946) | (946) | |
| Total comprehensive | 0 | 0 | 0 | (946) | (946) | |
| income/(loss) after taxes | ||||||
| Transactions with shareholders, | ||||||
| recorded directly in equity | ||||||
| Share Capital Increase SOP Reserve |
0 0 |
(1) 0 |
0 216 |
0 0 |
(1) 216 |
|
| Stock Buy Back | 0 | 0 | (104) | 0 | (104) | |
| Total transactions with | ||||||
| shareholders | 0 | (1) | 112 | 0 | 111 | |
| Balance at 30.6.2021 | 52.092 | 14.624 | 14.806 | 9.021 | 90.543 |
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| 30/6/2021 | 30/6/2020 | 30/6/2021 | 30/6/2020 | ||
| Operating Activities | |||||
| Profit/(Loss) before taxes | 859 | (8.266) | (935) | (951) | |
| Adjustments for | |||||
| Depreciation / Amortization | 13.641 | 15.047 | 212 | 200 | |
| Provisions | 280 | 529 | 66 | 75 | |
| Foreign exchange differences | 329 | 440 | 0 | 0 | |
| Results (Income, expenses, profit and loss) from | (1) | (13) | 0 | 0 | |
| investment activity | |||||
| Interest Expense Plus/less adj for changes in working capital |
6.853 | 6.884 | 28 | 30 | |
| related to the operating activities | |||||
| Decrease / (Ιncrease) in inventory | 1.565 | (3.302) | 0 | 0 | |
| (Ιncrease) / decrease in trade and other receivables | (12.370) | (10.071) | 157 | (698) | |
| Ιncrease / (decrease) in liabilities (excluding banks) | 22.875 | 22.512 | 187 | 239 | |
| Less | |||||
| Interest paid, interest on leases | (7.034) | (7.236) | (28) | (30) | |
| Income taxes paid | (299) | (24) | 0 | 0 | |
| Net cash generated from operations (a) | 26.697 | 16.500 | (314) | (1.134) | |
| Investing Activities | |||||
| Purchase or Share capital increase of subsidiaries and | |||||
| related companies | 0 | 0 | 10.000 | 0 | |
| Purchase of tangible and intangible fixed assets | (5.813) | (6.176) | (19) | (69) | |
| Proceeds from disposal of tangible and intangible | 5 | 241 | 0 | 0 | |
| assets | |||||
| Addition of assets | 9 | (2.132) | (4.469) | 0 | 0 |
| Interest Received | 6 | 26 | 0 | 0 | |
| Proceeds from dividends | 0 | 0 | 10.200 | 2.250 | |
| Total (outflow) / inflow from investing activities (b) |
(7.933) | (10.378) | 181 | 2.181 | |
| Financing Activities | |||||
| Payments for purchase of own shares | (104) | (1.606) | (104) | (1.606) | |
| Proceeds from issued loans | 14 | 14.035 | 81.007 | 0 | 70 |
| Repayment of loans | 14 | (9.243) | (16.437) | 0 | 0 |
| Dividends paid | (83) | 0 | (83) | 0 | |
| Repayment of leasing liabilities | (8.562) | (7.859) | (142) | (136) | |
| Total inflow / (outflow) from financing activities (c) |
(3.957) | 55.104 | (329) | (1.672) | |
| Net increase/(decrease) in cash and cash | |||||
| equivalents for the period (a)+(b)+(c) | 14.807 | 61.225 | (462) | (625) | |
| Cash and cash equivalents at the beginning of the period |
115.440 | 40.978 | 550 | 729 | |
| Effect of exchange equivalents at the beginning of the period |
(79) | (75) | 0 | 0 | |
| Closing balance, cash and cash equivalents | 130.168 | 102.129 | 88 | 104 |
The amounts of the previous period have been adjusted to be similar and comparable with the corresponding amounts of the current period concerning credit card expenses that were transferred at 1/1/2021 from finance cost line to the distribution expenses and accounts in lines interest expense and interest paid, interest on leases were affected.
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS SA (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 is listed in the Athens Stock Exchange since April 1988.
The Company's term, in accordance with its Articles of Incorporation, 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 30/6/2021 amounts to 3,929 people and on 30/6/2020 amounted to 4,015 people. Respectively, the human resources of the Company
on 30/6/2021 amount to 100 people while, on 30/6/2020 it amounted to 100 people.
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 IT, HR, financial planning and controlling, treasury and social responsibility 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 |
| Indirect subsidiaries | |||
| HOUSE MARKET BULGARIA ΕAD | 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 | HM HOUSEMARKET (CYPRUS) LTD | Greece | 100 |
| TRADE ESTATES CYPRUS LTD | H.M. ESTATES CYPRUS LTD | Cyprus | 100 |
| TRADE ESTATES BULGARIA EAD | HOUSE MARKET BULGARIA ΕAD | Bulgaria | 100 |
| H.M. ESTATES CYPRUS LTD | HOUSEMARKET SA | 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 |
| Affiliates | |||
| ΜΑΝΤΕΝΚΟ SA | HOUSEMARKET SA | Greece | 50 |
| POLICENCO SA | HOUSEMARKET SA | Greece | 50 |
| VYNER LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SW SOFIA MALL ENTERPRISES LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SEVAS TEN SA | HOUSEMARKET SA | Greece | 50 |
On 30/3/2021 the subsidiary HOUSEMARKET SA acquired 50% of the shares of SEVAS TEN SA located in Athens, which operates in real estate.
Interim Condensed Financial Report for the period 1/1/2021 to 30/6/2021 50
During the period 1/1 - 30/6/2021 the following changes were made in the share capital of the parent company:
The above change was registered in the General Commercial Register (G.E.M.I.) on 13/1/2021 (K.A.K. 2448494 - the relevant announcement with number 2302656 / 13.01.2021 of the Companies Directorate of the Ministry of Development and Investment ), at which point the share capital increase took place.
It is noted that the underlying value of the shares to which the remaining stock options reflect, was initially determined at the amount of €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 SOP (27/9/2013). Already, the resolutions 20/11/2017, 19/11/2018 and 18.11.2019 of the BoD (relevant minutes of the G.A. with number 389/20.11.2017, 399/19.11.2018 and 407/18.11.2019) resulted to the readjustment of the historical share price of the Company and therefore the implemented exercise price of stock options of the SOP is € 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 €280,495.10, 87,040 new common nominal shares were issued and delivered to the corresponding beneficiaries of the Program, of nominal value € 1.00 per share, while the share capital of the Company increased by the amount of € 87,040.00 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 € 3.2226 per share according to the aforementioned, the share premiun, of total amount € 193,455.10 , was transferred to "Share Premium reserve".
The aforementioned change was registered to the General Electronic Commercial Registry (GECR) on 15/1/2021 (Code Resistration Number 2450940), with the relevant 4511/15.01.2021 announcement issued by the Minister of Finance and Development.
Following these changes, the share capital of the Company now amounts to € 52,092,001.00 divided
into 52,092,001 shares of nominal value € 1.00 per share, totally paid.
During the period 1/1 – 30/6/2021, no other share capital changes were realized at FOURLIS HOLDINGS SA.
The accompanying Interim Condensed Consolidated and Separate Financial Statements have been prepared in accordance with the International Financial Reporting Standard for the Interim Financial Statements (IAS 34) as adopted by the European Union and therefore they do not include all information necessary for the annual financial statements. Consequently, they have to be read in combination with the published financial statements of the Group of 31/12/2020, uploaded on the website: http://www.fourlis.gr. The Board of Directors approved the Interim Condensed Financial Statements on 31/8/2021.
Management examined the impact of the COVID-19 pandemic up to the date of approval of these interim condensed financial statements and concluded that going concern assessment is the appropriate basis for their preparation.
Management concluded that the Group is able to meet 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 could doubt its ability to operate on a going concern basis.
It is noted that the Group utilized the national supporting measures to deal with the consequences of the pandemic in all countries which operates, whether they concerned salary costs, or leasing costs, or tax reliefs, or financing, or facilitation of payments.
The Interim Condensed Financial Statements are presented in thousands of Euro, unless otherwise stated and any differentiations in sums are due to rounding.
The accounting policies adopted are consistent with those of the previous financial year except for the following amended IFRSs which have been adopted by the Group and Company as of 1 January 2021:
In August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, completing its work in response to IBOR reform. The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). In particular, the amendments provide for a practical expedient when accounting for changes in the basis for determining the contractual
cash flows of financial assets and liabilities, to require the effective interest rate to be adjusted, equivalent to a movement in a market rate of interest. Also, the amendments introduce reliefs from discontinuing hedge relationships including a temporary relief from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. There are also amendments to IFRS 7 Financial Instruments: Disclosures to enable users of financial statements to understand the effect of interest rate benchmark reform on an entity's financial instruments and risk management strategy. While application is retrospective, an entity is not required to restate prior periods. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
The amendment applies, retrospectively, to annual reporting periods beginning on or after 1 June 2020. Earlier application is permitted, including in financial statements not yet authorized for issue at 28 May 2020. IASB amended the standard to provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the covid-19 pandemic. The amendment provides a practical expedient for the lessee to account for any change in lease payments resulting from the covid-19 related rent concession the same way it would account for the change under IFRS 16, if the change was not a lease modification, only if all of the following conditions are met:
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. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
Interim Condensed Financial Report for the period 1/1/2021 to 30/6/2021 53
The amendments are 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. These Amendments have not yet been endorsed by the EU. Management of the Group and Company is in process of estimating the impact of the above on the financial statements..
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:
The amendments have been endorsed by the EU. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
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. The Amendment has not yet been endorsed by the EU. Management of the Group and Company is in process of estimating the impact of the above on 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 Amendments have not yet been endorsed by the EU. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
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 Amendments have not yet been endorsed by the EU. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
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. Management of the Group and Company is in process of estimating the impact of the above on the financial statements.
The International Financial Reporting Interpretations Committee issued the final agenda decision in May 2021, under the title "Attributing Benefits to Periods of Service" (IAS 19), which includes explanatory material regarding the way of distribution of benefits in periods of service following a specific defined benefit plan proportionate to that defined in Article 8 of Law 3198/1955 regarding provision of compensation due to retirement (the "Labor Law Defined Benefit Plan"). This explanatory information differentiates the way in which the basic principles and regulations of IAS 19 have been applied in Greece in the previous years, and therefore, according to what is defined in the "IASB Due Process Handbook (par 8.6)", entities that prepare their financial statements in accordance with IFRS are required to amend their Accounting Policy accordingly. Based on the above, the aforementioned final decision of the Committee's agenda will be treated as a Change in Accounting Policy. The aforementioned decision will be implemented in accordance with paragraphs 19-22 of IAS 8. The Group is currently attributing retirement benefit over the period from employment to retirement age for its employees. The Group is in the process of assessing the effect of this IFRIC AD with the completion date to be determined by the end of the year in order to reflect retrospectively the impact on the financial statements as at 31 December 2021.
Policies regarding financial risk and capital management of the Group are those analyzed in the annual financial statements of 31/12/2020.
The preparation of the Interim Condensed Financial Statements according to IFRS requires the management to make estimations and assumptions that may influence the accounting balances of Assets & Liabilities, the disclosures relating to Contingent Receivables & Payables, along with the recording of the amounts of Revenues and Expenses, recorded during the current period. The use of available information and subjective judgment are an integral part of making assumptions.
Future results may vary from the above estimates. Management's estimates and adjustments are under constant evaluation, based on historical data and the expectations for future events which are considered as realistic under the current circumstances. Management's estimates and adjustments are consistent with those followed for the issuance of the Annual Financial Statements Separate and Consolidated for
the year ended 31/12/2020. As a result of the effects of the Covid-19 pandemic and its financial effects, Management revised its estimates for future cash flows used to estimate the recoverable amount of its investments and fixed assets, and Management concluded that no impairment occurred.
However, Management will continue to monitor developments for the remaining of the year and adjust its estimates accordingly.
The Group is active on the following two operating segments:
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 – 30/6/2021 arise 54.64% from activities in Greece (62.1% in 1/1 – 30/6/2020) with the remaining 45.36% arising from the other countries of Southeastern Europe (37.9% in 1/1 – 30/6/2020). Revenue of the Company concern intra-segment 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 | 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) | 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 | 2 | 244 | 0 | 0 | 246 |
| Total finance cost | (3,999) | (3,421) | (28) | 22 | (7,426) |
| Contribution associate companies profit and loss |
(537) | 0 | 0 | 0 | (537) |
| Profit / (Loss) before Tax | 342 | 1,579 | (935) | (127) | 859 |
| Depreciation / Amortisation | 4,819 | 8,690 | 212 | (80) | 13,641 |
Group results by operating segment for the period 1/1 – 30/6/2021 are analyzed below:
Group results by operating segment for the period 1/1 – 30/6/2020 are analyzed below:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 105,985 | 53,552 | 1,913 | (1,934) | 159,516 |
| Cost of Goods Sold | (62,116) | (30,065) | (1,871) | 1,871 | (92,181) |
| Gross Profit | 43,869 | 23,487 | 42 | (63) | 67,335 |
| Other income | 4,081 | 2,377 | 614 | (728) | 6,344 |
| Distribution expenses | (38,127) | (25,465) | 0 | 751 | (62,841) |
| Administrative expenses | (6,203) | (3,184) | (1,575) | 31 | (10,930) |
| Other operating expenses | (110) | (306) | (2) | 0 | (418) |
| Operating Profit / (Loss) | 3,511 | (3,091) | (921) | (9) | (510) |
| Total finance income | 17 | 173 | 0 | 0 | 190 |
| Total finance cost | (4,106) | (3,406) | (30) | 14 | (7,528) |
| Contribution associate companies profit and loss |
(417) | 0 | 0 | 0 | (417) |
| Profit / (Loss) before Tax | (996) | (6,324) | (951) | 6 | (8,266) |
| Depreciation / Amortisation | 5,733 | 9,168 | 200 | (54) | 15,047 |
The amounts of the previous period have been adjusted to be similar and comparable with the corresponding amounts of the current period concerning credit card expenses of amount € 1,395 th. That were transferred at 1/1/2021 from finance cost line to the distribution expenses.
During the period 1/1 – 30/6/2021, Group's retail stores suspended their operation, by order of the governments, in all countries for about 2-3 1/2 months, depending on the country.
The breakdown structure of assets and liabilities as of 30/6/2021 and 31/12/2020 are as below:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group | |
|---|---|---|---|---|---|
| 30/6/2021 | 30/6/2021 | 30/6/2021 | 30/6/2021 | 30/6/2021 | |
| Property plant and equipment |
34,009 | 21,655 | 195 | 0 | 55,859 |
| Right of use assets | 56,067 | 65,832 | 1,178 | (1,402) | 121,675 |
| Other Non-current Assets |
48,158 | 7,603 | 91,747 | (91,298) | 56,210 |
| Total non-current assets |
138,234 | 95,090 | 93,121 | (92,700) | 233,744 |
| Assets classified as held for sale |
185,798 | 0 | 0 | (220) | 185,578 |
| Total Assets | 465,704 | 198,101 | 94,398 | (93,938) | 664,265 |
| Non - current loans | 67,110 | 62,375 | 77 | 0 | 129,562 |
| Lease liabilities | 51,401 | 58,609 | 934 | (1,415) | 109,529 |
| Other Non-current Liabilities |
5,545 | 1,418 | 907 | 0 | 7,869 |
| Total non current Liabilities |
124,056 | 122,402 | 1,917 | (1,415) | 246,960 |
| Liability arising from assets held for sale |
19,356 | 0 | 0 | 0 | 19,356 |
| Total liabilities | 308,003 | 185,656 | 3,855 | (2,317) | 495,196 |
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group | |
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2020 | 31/12/2020 | 31/12/2020 | 31/12/2020 | |
| Property plant and equipment |
35,003 | 21,669 | 218 | 0 | 56,890 |
| Right of use assets | 57,716 | 64,935 | 1,250 | (584) | 123,317 |
| Other Non-current Assets |
43,296 | 8,021 | 91,614 | (91,132) | 51,798 |
| Total non-current assets |
136,015 | 94,625 | 93,082 | (91,716) | 232,006 |
| Assets classified as held for sale |
182,505 | 0 | 0 | (220) | 182,285 |
| Total Assets | 446,384 | 199,019 | 105,178 | (113,228) | 637,353 |
| Non - current loans | 71,006 | 65,273 | 77 | 0 | 136,356 |
| Lease liabilities | 53,570 | 57,651 | 1,016 | (609) | 111,628 |
| Other Non-current Liabilities |
5,568 | 1,396 | 891 | 0 | 7,855 |
| Total non current Liabilities |
130,144 | 124,320 | 1,984 | (609) | 255,839 |
| Liability arising from assets held for sale |
20,655 | 0 | 0 | 0 | 20,655 |
| Total liabilities | 289,818 | 186,872 | 13,801 | (21,899) | 468,591 |
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 31.12.2020 |
33,793 | 4,005 | 870 | 14,613 | 3,609 | 56,890 |
| 1.1 - 30.6.2021 | ||||||
| Additions | 907 | 183 | 50 | 1,451 | 1,744 | 4,336 |
| Other changes in acquisition cost |
(204) | (26) | (23) | (530) | (361) | (1,143) |
| Depreciation/ amortization |
(2,460) | (439) | (92) | (1,944) | 0 | (4,935) |
| Other changes in depreciation |
214 | 21 | 22 | 455 | 0 | 711 |
| Acquisition cost at 30.6.2021 |
83,918 | 12,177 | 5,528 | 60,811 | 4,992 | 167,426 |
| Accumulated depreciation at 30.6.2021 |
(51,667) | (8,432) | (4,701) | (46,766) | 0 | (111,567) |
| Net book value at 30.6.2021 |
32,250 | 3,745 | 827 | 14,045 | 4,992 | 55,859 |
Additions in the Property, Plant and Equipment for the period refer to the purchase of stores equipment and formation expenses for the retail segment (new and existing) of furniture and household goods and sporting goods.
More specifically, in sporting goods segment, within the period 1/1 – 30/6/2021, one new INTERSPORT
store in Thessaloniki and one new TAF store in Peristeri started operating, while during the same period five (5) stores in Turkey, Ank. Gordion (14/3/2021), Ant. Erasta (31/3/2021), Sanko Park (14/4/2021), Ist. Optimum (26/5/2021) and Ant. Terracity (31/5/2021) stopped their operation.
Other changes in acquisition cost relate to exchange differences arising from the difference of conversion exchange rates for figures regarding the assets of foreign companies of amount € 446 th., write-offs of amount € 368 thousand and sales of assets of amount € 23 th. Moreover, other changes in depreciation include exchange arising from the difference of conversion exchange rates of amount € 331 th., writeoffs of amount € 362 thousand and sales of assets of amount € 18 th.
Depreciation of property, plant and equipment for the period 1/1 – 30/6/2021 amount to € 4,935 th. (30/6/2020: € 4,926 th.). Total depreciation of property, plant and equipment and intangible assets of amount € 5,725 th. (30/6/2020: € 5,792 th.) was registered by the amount of € 99 th. (30/6/2020: € 91 th.) in cost of sales, € 4,875 th. (30/6/2020: € 4,954 th.) in distribution expenses and € 751 th. (30/6/2020: € 746 th.) in administrative expenses.
Additions/changes of Right of Use Assets of the Group and Company for the period 1/1 - 30/6/2021 are analyzed as follows:
| Group | ||||
|---|---|---|---|---|
| Leasing Buildings |
Leasing Machinery /Installations |
Leasing Vehicle s |
Total | |
| Net book value at 31.12.2020 |
121,960 | 40 | 1,316 | 123,317 |
| Other changes | ||||
| Additions | 6,915 | 0 | 287 | 7,202 |
| Other changes in acquisition cost |
(405) | 0 | (28) | (433) |
| Depreciation/ amortization | (9,021) | (10) | (229) | (9,260) |
| Other changes in depreciation |
824 | 0 | 26 | 850 |
| Acquisition cost at 30.6.2021 |
163,903 | 58 | 2,276 | 166,237 |
| Accumulated depreciation at 30.6.2021 |
(43,630) | (27) | (905) | (44,562) |
| Net book value at 30.6.2021 |
120,273 | 31 | 1,371 | 121,675 |
Additions of right to use assets of the period relate to new lease agreements for retail stores of the home furniture and households goods and sporting goods segments.
In particular, in the sporting goods segment, within the period 1/1 - 30/6/2021, a new INTERSPORT store in Thessaloniki and one new TAF store in Peristeri started operating, while during the same period five (5) stores in Turkey stopped their operation.
The other changes in acquisition value and in depreciation are mainly due to the five INTERSPORT Branches in Turkey which stopped their operation within the first semester of 2021. The relevant provision was recognized on 31/12/2020 based on impairment test implemented.
| Company | ||||||
|---|---|---|---|---|---|---|
| Leasing Buildings |
Leasing Vehicles | Total | ||||
| Net book value at 31.12.2020 |
1,037 | 212 | 1,250 | |||
| Other changes | ||||||
| Additions | 0 | 77 | 77 | |||
| Depreciation/ amortization | (117) | (31) | (148) | |||
| Acquisition cost at 30.6.2021 |
1,507 | 347 | 1,855 | |||
| Accumulated depreciation at 30.6.2021 |
(587) | (90) | (677) | |||
| Net book value at 30.6.2021 | 920 | 258 | 1,178 |
The Group exploits new investing opportunities regarding the formation of the company "TRADE ESTATES REAL ESTATES INVESTMENT COMPANY", 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 S.A. which includes the finding of a business partner who will make a significant investment in the established company, which along with the imminent public offering, will arise at the percentage of at least 50%.
Therefore, on 31/12/2019 the Group classified its assets related to TRADE ESTATES SA of amount € 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 ceased. In case these assets were not classified as held for sale, net depreciation of the specific assets would be approximately € 1.7 m., 3.4 m. and 1.7 m., respectively, the semester ending 30/6/2021, the year 2020 and the semester that ended on 30/6/2020, with an equal reduction on the net results of the respective periods.
Assets which have been classified for sale compose a cash generating unit (CGU) given that they set an entire total of operations and assets which will be contributed in TRADE ESTATES SA in
order implement the approval received by HCMC. These specific assets were measured at the lowest value between book value and fair value minus sale expenses.
Assets held for sale include:
The fair value estimation was conducted by certified appraisers in February 2021 and amounted to € 184.7 mil. On 30/6/2021 Management confirmed the assumptions that were used to ensure that the assets held for sale are measured at the lowest value between book value and fair value.
On 30/6/2021, the criteria for the classification of assets held for sale under IFRS 5 continue to be met, given that:
Management monitors and will continue to monitor the appropriate 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 30/6/2021 are as follows:
| Group | ||
|---|---|---|
| 30/6/2021 | 31/12/2020 | |
| Assets | 182,087 | 180,344 |
| Investments | 7,013 | 5,363 |
| Deferred Taxes | (3,522) | (3,422) |
| Total non-current assets | 185,578 | 182,285 |
| Non - current loans | (12,450) | (13,800) |
| Other non-current liabilities | (4,306) | (4,355) |
| Total non current Liabilities | (16,756) | (18,155) |
| Current portion of non-current loans and borrowings | (2,600) | (2,500) |
| Total current Liabilities | (2,600) | (2,500) |
| Net Assets | 166,222 | 161,630 |
Changes in value of assets held for sale for the period 1/1 - 30/6/2021 include:
a) the indirect shareholding of the company SEVAS TEN SA amounted € 1.7 mil. which was classified as an asset held for sale,
b) the additions amounted € 1.7 million in assets that were recognized as held for sale on 31/12/2020.
Intangible assets for the period 1/1 - 30/6/2021 are analyzed as follows:
| Group | ||||||||
|---|---|---|---|---|---|---|---|---|
| Royalties | Software | Miscellan eous |
Total | |||||
| Net book value at 31.12.2020 | 3,519 | 5,193 | 235 | 8,947 | ||||
| 1.1 - 30.6.2021 | ||||||||
| Additions | 0 | 1,660 | 0 | 1,660 | ||||
| Other changes in acquisition cost | 0 | (77) | (122) | (199) | ||||
| Depreciation/ amortization | (139) | (744) | 92 | (791) | ||||
| Other changes in depreciation | 0 | 34 | 98 | 132 | ||||
| Acquisition cost at 30.6.2021 | 8,872 | 18,405 | 1,419 | 28,696 | ||||
| Accumulated depreciation at 30.6.2021 |
(5,492) | (12,339) | (1,117) | (18,947) | ||||
| Net book value at 30.6.2021 | 3,380 | 6,067 | 302 | 9,749 |
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 regard software licenses.
Intangible assets for the Company for the period 1/1 – 30/6/2021 are as follows:
| Company | ||||
|---|---|---|---|---|
| Software | Miscellaneous | Total | ||
| Net book value at 31.12.2020 | 126 | 81 | 207 | |
| 1.1 - 30.6.2021 | ||||
| Additions | 12 | 0 | 12 | |
| Depreciation/ amortization | (24) | (10) | (34) | |
| Acquisition cost at 30.6.2021 | 636 | 129 | 765 | |
| Accumulated depreciation at 30.6.2021 | (522) | (58) | (580) | |
| Net book value at 30.6.2021 | 114 | 71 | 185 |
Additions in intangible assets are related to software licenses and software upgrades.
On 30/6/2021 and 31/12/2020 the share capital amounted to € 52,092,001 divided into 52,092,001 shares of nominal value € 1.00 per share.
The Ordinary Shareholders General Assembly dated on 18/6/2021 decided no dividend distribution for the year 2020.
The basic assumptions of the actuarial study conducted within the year 2020 are in force.
During the period 1/1 – 30/6/2021, no option that was granted based on the first, second and third wave of the SOP of 27/9/2013 and the first and second waves of the SOP of 16/6/2017 was exercised. The current SOP programs are presented in the annual financial report of the year 2020.
The Extraordinary General Assembly of the Company on 22/7/2021, in the framework of the Stock Options Program, approved the disposal of a maximum of 1,600,000 shares of one share, ie 3.07% of the number of shares on the ATHEX and the granting of authorization to Board of Directors for the regulation of procedural issues and details. The offering price of the above shares is the nominal value of the share on the day of the decision of the General Meeting in the program. The program will be implemented in one wave. The duration of the Program is until year 2028, meaning that the rights that will be granted to beneficiaries of the Program with a date of concession on 22/11/2021, can be exercised from 24/11/2024 to 15/12/2028.
During the period 1/1 – 30/6/2021, the amount of € 216 th. was registered in the consolidated income statement as an expense.
Borrowings of the Group on 30/6/2021 and 31/12/2020 are analyzed as follows:
| Group | |||
|---|---|---|---|
| 30/6/2021 31/12/2020 |
|||
| Non - current loans | 190,960 | 187,712 | |
| Current portion of non-current loans and borrowings | 61,398 | 51,356 | |
| Non - current loans | 129,562 | 136,356 | |
| Short term loans for working capital | 19,799 | 16,853 | |
| Total loans and borrowings | 210,760 | 204,565 |
On 30/6/2021 the Company had non-current loan liabilities amounted € 70 th., while on 31/12/2020 had loan liabilities amounted € 77 th.
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 2.77% during the period 1/1 – 30/6/2021 (1/1 – 30/6/2020: 3.41%). The average weighted interest rate of the Group's total loans was 4.79% during the period 1/1 – 30/6/2021 (1/1 – 30/6/2020: 3.88%). Repayments and proceeds of loans of the current period amounted € 9,243 thousand (30/6/2020: € 16,437 thousand) and € 9,035 thousand (30/6/2020: € 81,007 thousand) 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 on 30/6/2021 and 31/12/2020 as follows:
| 30/06/2021 | 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 | 8,122 | 23/4/2019 | 5,5 years from the issuing date (€2,168 th. payable forthcoming period) |
| 8,122 | ||||
| Bond | 4,750 | 8/3/2017 | 5 years from the issuing date (€4,750 th. payable forthcoming period) |
|
| TRADE LOGISTICS Α.Ε.Β.Ε. |
Bond | 6,955 | 5/3/2021 | 7.5 years from the issuing date |
| Refundable down payment |
113 | 16/6/2020 | 5 years from the issuing date | |
| 11,818 |
| 30/06/2021 | Amount | Issuing Date | Duration | |
|---|---|---|---|---|
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 9,118 | 11/7/2016 9 years from the issuing date (€1,965 th. payable forthcoming period) |
|
| 9,118 | ||||
| INTERSPORT SA | Bond | 23,408 | 28/7/2017 | 5 years from the issuing date (€1,931 th. payable forthcoming period) |
| Bond | 14,976 | 23/7/2020 | 2 years from the issuing date | |
| Bond | 19,852 | 17/7/2020 | 4 years from the issuing date (€3,951 th. payable forthcoming period) |
|
| Bond | 9,898 | 21/12/2020 | 2 years from the issuing date | |
| Refundable down payment |
123 | 31/7/2020 | 5 years from the issuing date | |
| 68,257 | ||||
| Bond | 39,850 | 4/10/2016 | 5 years from the issuing date | |
| Bond | 9,438 | 26/2/2019 | 5 years from the issuing date (€1,000 th. payable forthcoming period) |
|
| HOUSEMARKET SA | Bond | 19,852 | 17/7/2020 | 4 years from the issuing date (€4,000 th. payable forthcoming period) |
| Bond | 19,513 | 31/7/2020 | 4 years from the issuing date (€2,000 th. payable forthcoming period) |
|
| Bond | 4,915 | 24/9/2020 | 3 years from the issuing date | |
| 93,568 | ||||
| Σύνολο | 190,960 |
| 31/12/2020 | 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 | 9,385 | 23/4/2019 | 5.5 years from the issuing date (€2,168 th. payable forthcoming period) |
| 9,385 | ||||
| TRADE LOGISTICS Α.Ε.Β.Ε. |
Bond | 5,050 | 8/3/2017 | 5 years from the issuing date (€600 th. payable forthcoming period) |
| 31/12/2020 | Amount | Issuing Date | Duration | |
|---|---|---|---|---|
| Refundable down payment |
113 | 16/6/2020 | 5 years from the issuing date | |
| 5,163 | ||||
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 10,084 | 11/7/2016 | 9 years from the issuing date (€1,947 th. payable forthcoming period) |
| 10,084 | ||||
| Bond | 24,380 | 28/7/2017 | 5 years from the issuing date (€1,935 th. payable forthcoming period) |
|
| Bond | 14,964 | 23/7/2020 | 2 years from the issuing date | |
| INTERSPORT SA | Bond | 19,828 | 17/7/2020 | 4 years from the issuing date (€1,951 th. payable forthcoming period) |
| Bond | 9,864 | 21/12/2020 | 2 years from the issuing date | |
| Refundable down payment |
123 | 31/07/2020 | 5 years from the issuing date | |
| 69,159 | ||||
| Bond | 39,765 | 4/10/2016 | 5 years from the issuing date | |
| Bond | 9,923 | 26/2/2019 | 5 years from the issuing date (€991 th. payable forthcoming period) |
|
| HOUSEMARKET SA | Bond | 19,828 | 17/7/2020 | 4 years from the issuing date (€2,000 th. payable forthcoming period) |
| Bond | 19,432 | 31/7/2020 | 4 years from the issuing date (€0 th. payable forthcoming period) |
|
| Bond | 4,896 | 24/9/2020 | 3 years from the issuing date | |
| 93,844 | ||||
| Total | 187,712 |
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:
Bond loan issued on 16/7/2020 by NATIONAL BANK for the subsidiary INTERSPORT SA of € 15 million with maturity on 31/7/2022.
Current portion of non-current loans and borrowings includes:
The bond loan issued by the company HOUSEMARKET S.A. of five-year maturity. The Bond Loan, was disposed through a public offering between 28th and 30th of September 2016 in Greece by cash payment and the available 40 million bearer bonds were issued on 6/10/2016 for trading in the Fixed Income Securities Category of the regulated market of Athens Stock Exchange. The loan is subject to Greek law, has a five year maturity date with fixed interest rate 5% per year and quarterly interest payment. The Company purchased totally 107,184 treasury shares, which were canceled according to the announcement of 10/8/2020.
Direct costs of the bond loan issue amounted to € 853 th., of which € 727 th. have been allocated within the years 2016-2020, € 85 th. have been allocated within the first semester of year 2021 and the remaining amount € 41 th. will be allocated within the next months of year 2021 until maturity on 4/10/2021.
Short term loans of the Group include current loans and overdraft bank accounts which are used for the Group's working capital needs. The amounts drawn are used mainly to cover current obligations to suppliers.
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 € 8.6 million, with a negative fair value for HOUSE MARKET
BULGARIA EAD on 30/06/2021 of € 79 thousand (31/12/2020: € 111 thousand). The outcome of the valuation has been registered in the Statement of Comprehensive Income.
7year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for nominal amount of 12.6 million, with a negative fair value for TRADE ESTATES BULGARIA EAD on 30/06/2021 of € 124 thousand (31/12/2020: € 174 thousand). The outcome of the valuation has been registered in the Statement of Comprehensive Income.
Some of Group's loans include loan covenants. On 30/06/2021 the Group was either in compliance with its loan terms or had received waiver in their measurements.
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 30/06/2021, the open balance of credit lines amounted to € 138 million (31/12/2020: € 136 million).
On 30/6/2020, leasing liability for the Group and Company is analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 | |
| Opening balance | (131,115) | (117,219) | (1,297) | (1,444) |
| Additions | (7,202) | (34,339) | (77) | (144) |
| Other changes | 121 | 5,529 | 0 | 20 |
| Interest expense on lease liabilities | (2,758) | (5,445) | (27) | (56) |
| Repayment of leasing | 11,320 | 20,359 | 168 | 328 |
| Total | (129,370) | (131,115) | (1,231) | (1,297) |
Maturities of leasing liabilities are presented below:
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 | |
| Up to 1 year | 19,842 | 19,075 | 298 | 280 |
| Between 1-5 years | 54,805 | 55,858 | 927 | 1,015 |
| More than 5 years | 54,724 | 55,770 | 7 | 2 |
| Total | 129,370 | 130,703 | 1,232 | 1,297 |
During the first semester of 2021, the Group's subsidiaries have received a reduction in leases (either by law or as a result of negotiations with lessors).
Interim Condensed Financial Report for the period 1/1/2021 to 30/6/2021 70
Lessors granted a voluntary or by law discount on the lease liability without further changes to the lease agreements. Taking into account the nature of the discount and that no change in the lease agreements occurred, the Group assessed that the criteria of partial write-off of the lease liability are met. The effect of the reduction of leasing costs amounted € 6 million was recognized in other operating income of the period ended 30 June 2021.
The nominal tax rates in the countries that the Group is operating vary between 10% and 25% for the year, as follows:
| Country | Income Tax Rate (30/6/2021) |
|---|---|
| Greece | 22,0% |
| Romania | 16,0% |
| Bulgaria | 10,0% |
| Cyprus | 12,5% |
| Turkey | 25,0% |
On 1/1/2021 the tax rate for income in Greece changed from 24% to 22%. On 1/4/2021 the tax rate for income in Turkey changed from 20% to 25%.
Earnings/ (losses) 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 2021 is 52,092,001 (30/6/2020: 52,004,961).
| Group | ||
|---|---|---|
| 1/1 - | 1/1 - | |
| 30/6/2021 | 30/6/2020 | |
| Profit / (Loss) after tax attributable to owners of the parent | 574 | (7,248) |
| Number of issued shares | 52,092,001 | 52,004,961 |
| SOP Impact | 1,132,713 | 834,204 |
| Effect from purchase of own shares | (569,604) | (101,955) |
| Weighted average number of shares | 52,655,110 | 52,737,210 |
| Basic (Losses)/ Earnings per Share (in Euro) | 0.0110 | (0.1394) |
| Diluted (Losses) / Earnings per Share (in Euro) | 0.0109 | (0.1394) |
On 23/6/2021 the end/completion of the Treasury (Own) Shares Program that had been approved in accordance with the provisions of article 49 of law 4548/2018, by the Company's Ordinary General Meeting on 14/06/2019, was announced. Pursuant to of Regulations EU / 596/2014 and EU / 1052/2016, during the implementation of the Program (from 14/6/2019 to 14/6/2021) the Company acquired 629,785 treasury shares, representing 1.209% of its share capital with an average acquisition price of
€ 3.56 per share and a total value of € 2,243,652.
The Ordinary General Assembly on 18/6/2021 approved the acquisition of treasury (own) shares, according to article 49 of Law 4548/2018. 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 € 1.00 per share and a maximum acquisition limit of € 8.00 per share.
On 30/6/2021 the Company holds 629,785 treasury shares, representing 1.209% of the Company's share capital with an average purchase price of € 3.56 per share and a total value of € 2,243,652 euros (454,319 on 30/6/2020).
Commitments of the Group on 30/6/2021 are:
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 advice and services to its subsidiaries in the areas of IT, HR, financial planning and controlling, treasury and social responsibility.
The analysis of the related party receivables and payables as at 30 June 2021 and 31 December 2020 are as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 | ||
| Receivables from: |
HOUSE MARKET SA | 0 | 0 | 26 | 10,464 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 12 | 12 | |
| INTERSPORT SA | 0 | 0 | 147 | 449 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 3 | 3 | |
| RENTIS SA | 0 | 0 | 1 | 1 | |
| GENCO TRADE SRL | 0 | 0 | 38 | 100 | |
| GENCO BULGARIA | 0 | 0 | 4 | 5 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 38 | 39 | |
| INTERSPORT ATLETIK | 0 | 0 | 211 | 107 | |
| TRADE LOGISTICS SA | 0 | 0 | 21 | 22 | |
| TRADE ESTATES CYPRUS LTD | 0 | 0 | 0 | 5 | |
| TRADE ESTATES BULGARIA EAD |
0 | 0 | 0 | 5 | |
| TRADE STATUS SA | 93 | 106 | 93 | 106 | |
| SOFIA SOUTH RING MALL AED | 0 | 62 | 0 | 0 | |
| TOTAL | 93 | 168 | 596 | 11,319 |
| Group | Company | ||||
|---|---|---|---|---|---|
| 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 | ||
| Payables to: | HOUSE MARKET SA | 0 | 0 | 188 | 0 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 30 | 0 | |
| INTERSPORT SA | 0 | 0 | 84 | 10,000 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 5 | 0 | |
| GENCO TRADE SRL | 0 | 0 | 37 | 0 | |
| GENCO BULGARIA | 0 | 0 | 8 | 0 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 58 | 0 | |
| INTERSPORT ATLETIK | 0 | 0 | 20 | 0 | |
| TRADE LOGISTICS SA | 0 | 0 | 11 | 1 | |
| SOFIA SOUTH RING MALL AED | 31 | 0 | 0 | 0 | |
| Management members | 31 | 46 | 31 | 46 | |
| TOTAL | 62 | 46 | 461 | 10,046 |
Related party transactions as at 30 June 2021 and 30 June 2020 are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
|
| Revenue | 19 | 27 | 2,215 | 1,913 |
| Other income | 0 | 1 | 564 | 560 |
| Total | 20 | 29 | 2,779 | 2,473 |
| Group | Company | |||
| 1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
|
| Administrative expenses | 72 | 71 | 2 | 3 |
| Total | 72 | 71 | 2 | 3 |
During the periods 1/1 – 30/6/2021 and 1/1 – 30/6/2020, transactions and fees of management members were as follows:
Interim Condensed Financial Report for the period 1/1/2021 to 30/6/2021 73
| Group | Company | |||
|---|---|---|---|---|
| 1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
|
| Transactions and fees of management members |
1,310 | 1,543 | 284 | 313 |
There are no other transactions between the Group and the Company with the management. The transactions with related parties are arm's length.
During the periods 1/1 – 30/6/2021 and 1/1 – 30/6/2020, between the parent company and its subsidiaries the following transactions occurred:
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
1/1 - 30/6/2021 |
1/1 - 30/6/2020 |
||
| Revenue | 26,336 | 20,485 | 2,196 | 1,885 | |
| Cost of sales | 15,677 | 11,479 | 0 | 0 | |
| Other income | 1,431 | 1,185 | 564 | 559 | |
| Administrative expenses | 2,652 | 2,166 | 2 | 3 | |
| Distribution expenses | 9,353 | 8,025 | 0 | 0 | |
| Other operating expenses | 84 | 0 | 0 | 0 |
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2021 | 31/12/2020 | 30/6/2021 | 31/12/2020 | |
| Trade receivables | 11,741 | 31,616 | 503 | 11,214 |
| Inventory | 281 | 281 | 0 | 0 |
| Creditors | 11,741 | 31,616 | 441 | 10,001 |
Transactions presented in Group's 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 «Commitments and Contingencies».
The most significant changes recorded in the Consolidated and Separate Statement of Financial Position as of 30/6/2021 in comparison with the corresponding data as at 31/12/2020 are the following:
There are subsequent events of 30/6/2021 which are:
The Interim Condensed Financial Statements (Consolidated and Separate) for the period 1/1 – 30/6/2021 have been published by posting on the Internet at the Company's web address http://www.fourlis.gr.
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