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Frigoglass S.A.

Quarterly Report Aug 5, 2021

2764_ir_2021-08-05_8aa75bed-b2e9-47df-a6d6-4ef0615746a0.pdf

Quarterly Report

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FRIGOGLASS S.A.I.C. Interim Condensed Financial Information 1 January – 30 June 2021

This document has been translated from the original version in Greek. In the event that differences exist between this translation and the original Greek text , the document in the Greek language will prevail over this document.

FRIGOGLASS S.A.I.C. Commercial Refrigerators

15, A. Metaxa Street GR-145 64 Kifissia Athens – Greece General Commercial Registry:1351401000

FRIGOGLASS S.A.I.C. Commercial Refrigerators

The Interim Condensed Financial Information is the one approved by the Board of Directors of "Frigoglass S.A.I.C." on the 3rd of August 2021.

TABLE OF CONTENTS

Pages
A) Board of Directors Statement 3
B) Board of Directors Report 4
C) Independent Auditors Review Report 10
D) Interim Condensed Financial Information
01.01
- 30.06.2021
12
E) Alternative Performance Measures ("APMs") 55

The Chairman of the Board of Directors The Managing Director

Haralambos David Nikolaos Mamoulis

The Group Chief Financial Officer The Head of Financial Controlling

Emmanouil Metaxakis Vasileios Stergiou

Board of Directors Statement ( according article 5, Law 3556/2007 )

According to the Law 3556/2007, we state and we assert that to our knowledge:

    1. The Interim Condensed Financial Information of the Company and the Group of "Frigoglass S.A.I.C." for the year 01.01 - 30.06.2021, which were prepared in accordance with the applicable accounting standards, reflecting in a truthful way the assets and the liabilities, the equity and the results of the Group and the Company, as well as the subsidiary companies which are included in the consolidation taken as whole, according to article 5 paragraph 3 to 5 of Law 3556/2007.
    1. The Report of the Board of Directors for the same above period presents in a truthful way the information that is required according with article 5 paragraph 6 of Law 3556/2007.

Kifissia, August 3, 2021

The Chairman of the Board

Haralambos David

The Managing Director

Nikolaos Mamoulis

The Member of the Board of Directors

George Pavlos Leventis

BOARD OF DIRECTORS REPORT

Kifissia, 3 August 2021

Financial Review for the period ended 30 June 2021

Our performance demonstrates the impact of the pandemic related restrictions on our customers' commercial refrigeration equipment investments mostly evident during the first quarter. Following the gradual reopening of outlets in the on-trade channels as of April, triggered by the easing of the government-imposed measures and the progress on vaccination rates, beverage consumption significantly improved in the second quarter. Subsequently, we saw a good recovery in our customers' cooler investments. Glass business' volume growth accelerated in the period, which, alongside our pricing initiatives, resulted in a high single-digit sales growth. Overall, Group's sales declined by 3.4% to €201.6 million.

Commercial Refrigeration sales were €158.3 million, down 6.0% year-on-year, led by extended lockdowns and restrictions in the first quarter across several of our markets. Sales in East Europe were down 4.9%, cycling high comparatives in last year's pre-pandemic first quarter. We saw sales significantly recovering in the second quarter, compared to the low levels of the prior year's quarter when orders were most affected by the disruption caused by the pandemic. The launch of ICOOL II, the Coca-Cola exclusive design cooler, in May this year also supported demand in the period. Sales in West Europe declined by 9.0%, primarily driven by lower orders in Germany, France and Italy in the first quarter, whereas sales in the second quarter significantly improved. Frigoserve's successful first-time expansion in Switzerland in March, supported the improved performance in the second quarter.

In Africa and Middle East, sales were down 30.1% following lower customers' cooler investments in certain markets, cycling high comparatives in last year's prepandemic first quarter. Sales in South Africa were good in the period, driven by increased orders in the second quarter following market share gains with a brewery customer, Frigoserve's recent expansion and pricing initiatives. The market environment remains challenging following continuing restrictive measures, as vaccination rates lagging the rest of the world, and political instability in key markets. All these factors resulted in orders' deferrals into the second half of the year. Our business in Asia had a strong performance, with sales increasing by 28.1%, primarily driven by market share gains in India following the strong execution of the commercial strategy to enhance our customer base and distributors' network, as well as, pricing initiatives to offset increases in input costs. Increased orders in Southeast Asia also supported sales growth in the region.

Glass business' sales increased by 7.5% to €43.3 million, impacted by the weakening of Naira. On a currency neutral basis, sales were up 41.0% year-on-year, aided by volume growth and price initiatives primarily in our glass containers and plastic crates businesses. Demand from key breweries and for foodstuffs stored in glass jars was significantly higher than last year, resulting in a double-digit volume growth in the glass container business. Currency-neutral glass containers' sales were up by a high double-digit rate, aided by price increases and weak comparatives. This performance has been achieved despite the impact from the temporary production halt following the scheduled rebuild of one of our furnaces in Nigeria. Plastic crates' sales were strong in the period, driven by increased orders from soft drink customers and pricing initiatives to absorb increased imported raw materials cost. Metal crowns' sales were down year-on-year, impacted by the weakening of Naira and supply chain challenges, whereas, on a currency-neutral basis, sales were up by a double-digit rate following price increases.

Cost of goods sold decreased by 4.4% to €163.2 million, driven by lower year-on-year sales. Cost of goods sold as a percentage of sales improved to 81.0%, from 81.8% in the first half of 2020, primarily reflecting better cost absorption across both operations, lower idle cost and pricing in Commercial Refrigeration, as well as, price increases and energy cost savings in Glass business. These factors more than offset the higher input and logistics costs in both operations, the less favorable sales mix in Commercial Refrigeration, as well as, the impact from the devaluation of Naira.

Administrative expenses increased by 4.8% to €10.0 million, driven by higher Information Technology expenses and other miscellaneous expenses. Administrative expenses as a percentage of sales increased to 4.9%, from 4.6% in the first half of 2020.

Selling, distribution and marketing expenses decreased by 12.4% to €8.1 million, primarily due to lower warranty related cost and travelling expenses. As a percentage of sales, selling, distribution and marketing expenses decreased to 4.0%, from 4.4% in prior year's period.

Development expenses decreased by 7.4% to €1.3 million, primarily reflecting lower year-on-year employee related cost. As a percentage of sales, development expenses remained stable at 0.6%.

Net finance cost amounted to €8.6 million, compared to €6.6 million in the prior year period, predominantly driven by higher foreign exchange gains in the first half of 2020 primarily caused by the significant devaluation of Naira in the prior year's period.

Non-recurring charges of €13.8 million related to the fire incident in Romania weighted on EBT in the first half, including non-cash fixed asset and inventory writeoffs of €12.8 million and cash expenses of €1.0 million.

Income tax expense amounted to €5.7 million, compared to €7.6 million in the prior year period, reflecting Naira's devaluation and the reversal of a deferred tax liability in Romania following the write-off of fixed assets due to the fire incident.

Frigoglass reported a net loss of €11.0 million, compared to a net profit of €0.6 million in the prior year's first half.

Net cash from operating activities amounted to €8.7 million, compared to €5.2 million in first half of 2020, driven by higher accrued expenses. Net cash from operating activities impacted by a higher net trade working capital outflow, primarily reflecting an increase in trade debtors, owing to higher year-on-year sales in the second quarter, and inventories.

Net cash used in investing activities was €3.8 million, compared to €6.8 million in the prior year's period. The reduction mainly reflects our continued focus on liquidity improvement by strictly prioritising capital expenditure, primarily for maintenance related projects.

Net cash used in financing activities amounted to €12.9 million, compared to net cash from financing activities of €17.3 million last year. This decrease reflects the higher interest payments following the issuance of the €260 million Senior Secured Notes as well as the net proceeds from the issuance of the Notes in February 2020.

Net trade working capital as of 30 June 2021 (for details please refer to Alternative Performance Measures section in this report) reached €110.5 million, compared to €124.9 million as of 30 June 2020. This decrease reflects our initiatives to improve inventory level in the Commercial Refrigeration business. Increased trade debtors, following the sales growth in the second quarter, was offset by higher trade creditors due to increased production in the second quarter.

Capital expenditures reached €4.3 million, of which €3.8 million relate to purchases of property, plant and equipment and €0.5 million relate to purchase of intangible assets, compared to €6.8 million last year, of which €4.8 million relate to purchase of property, plant and equipment and €2.0 million relate to purchase of intangible assets.

Business Outlook

While uncertainty about the global economic recovery in 2021 remains, we are encouraged by our performance in the second quarter, showing a significant improvement in our customers' cooler investments and substantial volume growth in Glass business. This year, our performance will be also challenged by the production interruption caused by the fire incident in our facility in Romania. Despite the challenges, we anticipate sales growth in the Commercial Refrigeration operation, predominately driven by the improved beverage consumption trends in several of our European markets and the strong execution of the customer-centric innovation strategy. Sales growth will be supported by commercial initiatives, leading to increased market shares in Africa and Asia. Frigoserve's recent expansion in Switzerland and our focus to enhance the customer base in central Europe will positively contribute to this year's sales development. In Glass, the earlier than initially planned completion of the furnace rebuild project limited the impact on sales. With volume growth momentum continuing in July, we anticipate a doubledigit sales growth in Glass Operations in 2021.

To limit the impact caused by the interruption in our plant in Romania, we have promptly kicked-off our business continuity plan. As our plant in Russia is entering the less manufacturing intensive period of the year, we are able to accommodate the largest part of Romania's plant production. Focusing on a seamless transition, we have secured availability of raw materials in our plant in Russia. In parallel, we are setting-up a limited assembly line in a rented industrial space nearby our premises in Romania, which is expected to be operational in the fourth quarter of 2021. The final phase of our plan involves the rebuild of the plant in Romania. In this context, we are in advanced discussions with contractors and suppliers, aiming to kick-off the project in September. Our current expectation is that the facility will be operational in the last quarter of 2022. The reimbursement from the insurance companies is instrumental to the successful and timely completion of the plant's construction phase. Currently, we focus on completing the process related to the reimbursement of the claim and believe that the €89 million insured limit is sufficient to cover the property damage and business interruption.

Through the solid performance of our Glass business, the successful execution of our commercial strategy, pricing initiatives and the annualized savings from last year's cost-out measures, we expect Group's EBITDA to grow this year despite the impact from the raw materials and logistics cost increase, the challenges caused by the fire incident and Naira's devaluation.

We reiterate our guidance for capital expenditure at approximately €15 million in 2021, excluding spending related to the rebuild of our plant in Romania.

Finally, among our top priorities remains the efficient management of liquidity. With €61.2 million cash and €13 million of undrawn facilities at the end of June, we are confident in meeting our working capital requirements and financing commitments in 2021.

Main Risks and Uncertainties

This Interim Condensed Financial Information for the period 01.01 - 30.06.2021 has been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRIC interpretations as adopted by the European Union and specifically in terms of IAS 34, 'Interim financial reporting'.

The Interim Condensed Financial Information should be read in conjunction with the annual financial statements for the year ended 31 December 2020 that are available on the company's web page www.frigoglass.com.

The financial statements have been prepared according to the going concern basis of accounting. The use of this basis of accounting takes into consideration the Group's current and forecasted financing position.

Risks and uncertainties

The Group is exposed to a number of risks. The risks and uncertainties are described in detail in the Annual Financial Report and relate specifically to the Group or the ICM and Glass Operations, with the exception of the risk related to COVID-19 that is described in detail in Note 29.

Events after balance sheet date and other information

There are no post-balance events which are likely to affect the financial statements or the operations of the Group and the Parent company.

Important Transactions with Related Parties

Related Party Transactions:

The most important related parties' transactions of the Company, in the sense used in IAS 24, are listed in the following table:

in € 000's Six months ended 30.06.2021
Sales of Goods 78.044 Coca-Cola HBC AG Group
Consolidated: Purchases of Goods & Services 953 Coca-Cola HBC AG Group & A.G. Leventis (Nigeria) Plc.
Receivables 34.278 Coca-Cola HBC AG Group
Parent Company: Income from Expenses from Receivables Payables Loans Interest
Services fees Services fees Payable expense
Frigoglass Cyprus Ltd - - - - 1.454 57
Frigoglass South Africa Ltd 387 - 2.945 - - -
Frigoglass (Guangzhou) I.C.E. Co. ,Ltd. - - - 178 - -
Frigoglass Indonesia PT 196 - 156 - - -
Frigoglass East Africa Ltd. - - 18 - - -
Frigoglass Romania SRL 4.400 - 2.479 4.223 - -
Frigoglass Eurasia LLC 2.316 - 1.311 373 - -
Frigoglass India PVT.Ltd. 434 87 6.360 177 - -
Frigoglass Hungary Kft - - 2 - - -
Frigoglass Sp Zoo - - 2 - - -
3P Frigoglass Romania SRL 25 - 36 - - -
Frigoglass Global Ltd. - - 2.275 - - -
Frigoglass Industries (Nig.) Ltd - - 28 - - -
Beta Glass Plc. - - 122 - - -
Frigoglass Finance B.V. - - - 330 - -
Frigoinvest Holdings B.V. - - - - 49.847 1.791
Total 7.758 87 15.734 5.281 51.301 1.848
Coca-Cola HBC AG Group / Revenue from
Services of ICM's 2.599 - 1.292 - - -
Grand Total 10.357 87 17.026 5.281 51.301 1.848
The fees of Management: Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Board of Directors Fees 208 154 208 154
Wages & other short term employee benefits 1.288 1.089 993 855
Other long term employee benefits 290 324 247 282
Post employment benefits 222 144 202 124
Total fees 1.800 1.557 1.442 1.261

Yours Faithfully,

The Board of Directors

Translation from the original text in Greek

Review Report of the Independent Certified Auditor

To the Board of directors of Frigoglass S.A.I.C.

Report on Review of Interim Financial Information

Introduction

We have reviewed the accompanying condensed company and consolidated statement of financial position of Frigoglass S.A.I.C. (the "Company"), as of 30 June 2021 and the related condensed company and consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended, and the selected explanatory notes that comprise the interim condensed financial information and which form an integral part of the six-month financial report as required by L.3556/2007.

Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with International Financial Reporting Standards as they have been adopted by the European Union and applied 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.

Scope of Review

We conducted our review in accordance with 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 they have been transposed into Greek Law and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with IAS 34.

Report on other legal and regulatory requirements

Our review has not revealed any material inconsistency or misstatement in the statements of the members of the Board of Directors and the information of the six-month Board of Directors Report, as defined in articles 5 and 5a of Law 3556/2007, in relation to the accompanying condensed interim financial information.

PricewaterhouseCoopers S.A. Athens, 05 August 2021 Certified Auditors The Certified Auditor 268 Kifissias Avenue 152 32 Halandri SOEL Reg. No. 113

Konstantinos Michalatos SOEL Reg. No. 17701

FRIGOGLASS S.A.I.C. Commercial Refrigerators Interim Condensed Financial Statements 1 January – 30 June 2021

Table of Contents Pages

1. Interim Condensed Statement of Financial Position 13
2. Interim Condensed Income Statement 14
3. Interim Condensed Income Statement 2nd Quarter 15
4. Interim Condensed Statement of Comprehensive Income 16
5. Interim Condensed Statement of Changes in Equity 17
6. Interim Condensed Cash Flow Statement 19
7. Notes
to the Interim Condensed Financial Statements
(1) General Information 20
(2) Basis of Preparation 21
(3) Principal accounting policies 22
(4) Critical accounting estimates and judgments 25
(5) Segment Information 28
(6) Property, plant & equipment 31
(7) Right-of-use assets 32
(8) Intangible
assets
33
(9) Investments in subsidiaries 34
(10) Inventories 35
(11) Trade receivables 35
(12) Other receivables 36
(13) Cash & cash equivalents 37
(14) Other payables 37
(15) Non-current
& current borrowings
38
(16) Share capital 41
(17) Other reserves 42
(18) Other operating income - Other gains/ - net 43
(19) Financial expenses 44
(20) / Gains from Restructuring activities & Fire 45
(21) Income tax 46
(22) Earnings per share 48
(23) Reconciliation of EBITDA 49
(24) Related party transactions 50
(25) Contingent liabilities & Commitments 51
(26) Post balance sheet events 52
(27) Average number of personnel 52
(28) Maturity of the undiscounted contractual CF
of financial liabilities
53
(29) Impact of COVID-19 pandemic 54

FRIGOGLASS S.A.I.C. Interim Condensed Statement of Financial Position in € 000's

Consolidated Parent Company
Note 30.06.2021 31.12.2020 30.06.2021 31.12.2020
Assets:
Property, plant & equipment 6 90.774 106.698 2.325 2.447
Right-of-use assets 7 3.566 4.178 1.136 1.301
Intangible assets 8 11.440 11.990 1.877 1.978
Investments in subsidiaries 9 - - 60.005 60.005
Deferred tax assets 261 240 - -
Other long term assets 356 366 62 79
Total non current assets 106.397 123.472 65.405 65.810
Inventories 10 84.292 81.164 - -
Trade receivables 11 100.506 55.115 1.707 1.474
Other receivables 12 24.629 21.814 16.971 16.476
Current tax assets 2.725 2.502 - -
Cash & cash equivalents 13 61.178 70.243 1.060 2.460
Total current assets 273.330 230.838 19.738 20.410
Total Assets 379.727 354.310 85.143 86.220
Liabilities:
Non current borrowings 15 253.428 252.655 51.301 50.359
Lease Liabilities 7 3.568 4.027 940 1.005
Deferred tax liabilities 14.630 15.050 - -
Retirement benefit obligations 5.289 5.145 3.678 3.595
Other long term liabilities - 2.732 - 2.141
Provisions 4.566 3.975 - -
Total non current liabilities 281.481 283.584 55.919 57.100
Trade payables 74.268 42.180 3.637 3.944
Other payables 14 51.328 39.382 10.377 7.029
Current tax liabilities 9.984 9.559 - -
Current borrowings 15 57.013 59.702 - -
Lease Liabilities 7 1.780 2.095 258 353
Total current liabilities 194.373 152.918 14.272 11.326
Total Liabilities 475.854 436.502 70.191 68.426
Equity:
Share capital 16 35.544 35.544 35.544 35.544
Share premium 16 (33.801) (33.801) (33.801) (33.801)
Other reserves 17 (41.467) (37.465) 25.898 25.874
Accumulated losses (104.010) (92.973) (12.689) (9.823)
Equity attributable to equity holders
of the parent (143.734) (128.695) 14.952 17.794
Non-controlling interests 47.607 46.503 - -
Total Equity (96.127) (82.192) 14.952 17.794
Total Liabilities & Equity 379.727 354.310 85.143 86.220

FRIGOGLASS S.A.I.C. Interim Condensed Income Statement in € 000's

Consolidated Parent Company
Note Six months ended Six months ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Revenue from contracts with customers 5 201.596 208.672 3.244 2.911
Cost of goods sold (163.195) (170.721) (2.561) (2.328)
Gross profit 38.401 37.951 683 583
Administrative expenses (9.957) (9.502) (7.139) (6.633)
Selling, distribution & marketing expenses (8.067) (9.208) (1.887) (1.694)
Development expenses (1.253) (1.353) - -
Other operating income 18 1.119 974 7.278 8.856
Other gains/ - net 18 107 (52) - (3.718)
Operating Profit / 20.350 18.810 (1.065) (2.606)
Finance costs 19 (8.717) (7.513) (1.758) (2.011)
Finance income 19 106 909 - -
Finance costs - net (8.611) (6.604) (1.758) (2.011)
Profit / before Ιncome Τax,
Restructuring & Fire Costs 11.739 12.206 (2.823) (4.617)
/ Gains from Restructuring activities & Fire 20 (13.833) (774) - (245)
Profit / before income tax (2.094) 11.432 (2.823) (4.862)
Income tax expense 21 (5.699) (7.639) (43) (38)
Profit / for the period (7.793) 3.793 (2.866) (4.900)
Attributable to:
Non-controlling interests 3.245 3.207 - -
Shareholders (11.038) 586 (2.866) (4.900)
Amounts in €
Basic & Diluted Earnings / per share, after taxes
attributable to the shareholders
22 (0,0311) 0,0016 (0,0081) (0,0138)
EBITDA 23 29.391 29.348 (506) (1.967)

Interim Condensed Income Statement - 2nd Quarter in € 000's

Consolidated Parent Company
Three months ended Three months ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Revenue from contracts with customers 105.712 72.775 1.883 1.420
Cost of goods sold (86.770) (61.361) (1.570) (1.178)
Gross profit 18.942 11.414 313 242
Administrative expenses (4.886) (3.149) (3.471) (2.611)
Selling, distribution & marketing expenses (3.823) (4.052) (883) (628)
Development expenses (615) (633) - -
Other operating income 707 359 3.847 3.467
Other gains/ - net 122 (19) - (3.718)
Operating Profit / 10.447 3.920 (194) (3.248)
Finance costs (5.297) (6.387) (906) (855)
Finance income 101 371 - -
Finance costs - net (5.196) (6.016) (906) (855)
Profit / before Ιncome Τax,
Restructuring & Fire Costs 5.251 (2.096) (1.100) (4.103)
/ Gains from Restructuring activities & Fire (13.833) (774) - (245)
Profit / before income tax (8.582) (2.870) (1.100) (4.348)
Income tax expense (2.294) (1.135) (24) (12)
Profit / for the period (10.876) (4.005) (1.124) (4.360)
Attributable to:
Non-controlling interests 1.372 (146) - -
Shareholders (12.248) (3.859) (1.124) (4.360)
Amounts in €
Basic & Diluted Earnings / per share, after taxes
attributable to the shareholders
(0,0345) (0,0109) (0,0032) (0,0123)
EBITDA 14.950 8.810 81 (2.925)

FRIGOGLASS S.A.I.C. Interim Condensed Statement of Comprehensive Income in € 000's

Consolidated
Six months ended Three months ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Profit / for the period (7.793) 3.793 (10.876) (4.005)
Other Compehensive Income:
Items that will be reclassified to Profit & Loss
in subsequent periods:
Currency translation difference to company's shareholders (4.025) (14.022) (2.203) (1.599)
Currency translation difference to non controlling interest (2.141) (8.695) (997) (633)
Currency translation differences (6.166) (22.717) (3.200) (2.232)
Items that will be reclassified to Profit & Loss
in subsequent periods
(6.166) (22.717) (3.200) (2.232)
Items that will not be reclassified to Profit & Loss
in subsequent periods
- - - -
Other comprehensive income / net of tax (6.166) (22.717) (3.200) (2.232)
Total comprehensive income / net of tax (13.959) (18.924) (14.076) (6.237)
Attributable to:
- Non-controlling interests 1.104 (5.488) 375 (779)
- Shareholders (15.063) (13.436) (14.451) (5.458)
(13.959) (18.924) (14.076) (6.237)
Parent Company
Six months ended Three months ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Profit / for the period (2.866) (4.900) (1.124) (4.360)
Other compehensive income / :
Items that will not be reclassified to Profit & Loss in subsequent periods (1) - (1) -
Total comprehensive income / net of tax (2.867) (4.900) (1.125) (4.360)

FRIGOGLASS S.A.I.C. Interim Condensed Statement of Changes in Equity

in € 000's

Consolidated
Share Capital Share
premium
Other
reserves
Accumulated
Total Non -
Controlling
Interests
Total
Equity
Balance at 01.01.2020 35.544 (33.801) (10.319) (76.264) (84.840) 57.402 (27.438)
Profit / for the period - - - 586 586 3.207 3.793
Other Comprehensive income /
net of tax
- - (14.022) - (14.022) (8.695) (22.717)
Total comprehensive income /
net of taxes
- - (14.022) 586 (13.436) (5.488) (18.924)
Share option reserve - - 78 - 78 - 78
Total Transactions with owners in their
capacity as owners - - 78 - 78 - 78
Balance at 30.06.2020 35.544 (33.801) (24.263) (75.678) (98.198) 51.914 (46.284)
Balance at 01.07.2020 35.544 (33.801) (24.263) (75.678) (98.198) 51.914 (46.284)
Profit / for the period - - - (16.384) (16.384) 3.833 (12.551)
Other Comprehensive income /
net of tax - - (13.240) (911) (14.151) (7.115) (21.266)
Total comprehensive income /
net of taxes - - (13.240) (17.295) (30.535) (3.282) (33.817)
Dividends to non controlling interest
Share option reserve
-
-
-
-
-
38
-
-
-
38
(2.129)
-
(2.129)
38
Total Transactions with owners in their
capacity as owners
- - 38 - 38 (2.129) (2.091)
Balance at 31.12.2020 35.544 (33.801) (37.465) (92.973) (128.695) 46.503 (82.192)
Balance at 01.01.2021 35.544 (33.801) (37.465) (92.973) (128.695) 46.503 (82.192)
Profit / for the period - - - (11.038) (11.038) 3.245 (7.793)
Other Comprehensive income /
net of tax - - (4.026) 1 (4.025) (2.141) (6.166)
Total comprehensive income /
net of taxes - - (4.026) (11.037) (15.063) 1.104 (13.959)
Share option reserve - - 24 - 24 - 24
Total Transactions with owners in their
capacity as owners - - 24 - 24 - 24
Balance at 30.06.2021 35.544 (33.801) (41.467) (104.010) (143.734) 47.607 (96.127)

The devaluation of the Naira has resulted in a significant decrease of Group's equity.

Exchange rate € / Naira at 31.12.2020 was 465,87 and at 30.06.2021 was 488,46.

Parent Company
Share
Capital
Share
premium
Other
reserves
Accumulated
Total
Equity
Balance at 01.01.2020 35.544 (33.801) 25.758 (933) 26.568
Profit / for the period - - - (4.900) (4.900)
Other Comprehensive income / net
of tax - - - - -
Total comprehensive income / net
of taxes - - - (4.900) (4.900)
Share option reserve - - 78 - 78
Total Transactions with owners in their capacity
as owners - - 78 - 78
Balance at 30.06.2020 35.544 (33.801) 25.836 (5.833) 21.746
Balance at 01.07.2020 35.544 (33.801) 25.836 (5.833) 21.746
Profit / for the period - - - (3.079) (3.079)
Other Comprehensive income / net
of tax - - - (911) (911)
Total comprehensive income /
net of taxes - - - (3.990) (3.990)
Share option reserve - - 38 - 38
Total Transactions with owners in their capacity
as owners - - 38 - 38
Balance at 31.12.2020 35.544 (33.801) 25.874 (9.823) 17.794
Balance at 01.01.2021 35.544 (33.801) 25.874 (9.823) 17.794
Profit / for the period - - - (2.865) (2.865)
Other Comprehensive income / net
of tax
- - - (1) (1)
Total comprehensive income / net
of taxes - - - (2.866) (2.866)
Share option reserve - - 24 - 24
Total Transactions with owners in their capacity
as owners - - 24 - 24
Balance at 30.06.2021 35.544 (33.801) 25.898 (12.689) 14.952

FRIGOGLASS S.A.I.C. in € 000's Interim Condensed Cash Flow Statement

Consolidated Parent Company
Note Period ended Period ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Profit / for the period (7.793) 3.793 (2.866) (4.900)
Adjustments for:
Income tax expense 5.699 7.639 43 38
Depreciation 9.041 10.538 559 639
Provisions 444 (606) 168 175
Provisions for non cash employee share based payments 24 79 24 79
Fire & Restucturing costs 20 12.790 774 - 245
Finance costs, net 19 8.611 6.604 1.758 2.011
Loss/ from disposal of property, plant & equipment 18 (239) (21) - -
Changes in working capital:
Decrease / (increase) of inventories (5.193) 4.128 - -
Decrease / (increase) of trade receivables (45.801) 8.872 (220) 3.693
Decrease / (increase) of intergroup receivables - - 146 (2.838)
Decrease / (increase) of other receivables (3.458) (4.301) (683) 315
Decrease / (increase) of other long term receivables 10 (6) 22 (4)
(Decrease) / increase of trade payables 32.290 (22.366) (307) (1.357)
(Decrease) / increase of intergroup payables - - (49) (11.565)
(Decrease) / increase of other current & non current liabilities 7.275 (6.004) 1.321 (3.548)
Restructuring Costs - (190) - (190)
Less:
Income taxes paid (5.031) (3.702) - -
(a) Cash flows from /(used in) operating activities 8.670 5.231 (85) (17.207)
Cash flows from investing activities
Purchase of property, plant and equipment 6 (3.830) (4.819) (106) (103)
Purchase of intangible assets 8 (509) (1.980) (51) (189)
Proceeds from disposal of property, plant & equipment 242 22 - -
Proceeds from disposal of subsidiary 335 - - -
(b) Net cash flows(used in) /from investing activities (3.762) (6.777) (157) (292)
Net cash generated from operating and investing activities (a) + (b) 4.908 (1.546) (242) (17.499)
Cash flows from financing activities
Proceeds from borrowings 55.885 310.659 2.100 20.200
of borrowings (58.133) (276.021) (3.000) (1.650)
Interest paid (9.568) (7.982) - -
Issuance cost - Bond - (8.594) - -
Payment of Lease Liabilities (1.052) (744) (259) (292)
(c) Net cash flows from/(used in ) financing activities (12.868) 17.318 (1.159) 18.258
Net increase/(decrease) in cash and cash equivalents (a) + (b) + (c) (7.960) 15.772 (1.400) 759
Cash and cash equivalents at the beginning
of the period 70.243 54.170 2.460 1.402
Effects of changes in exchange rate (1.105) (6.079) - -
Cash and cash equivalents at the end of the period 61.178 63.863 1.060 2.161

FRIGOGLASS S.A.I.C. Commercial Refrigerators General Commercial Registry: 1351401000

Notes to the Interim Condensed Financial Statements

Note 1 - General Information

These Interim Condensed Financial Statements (the "Financial Statements") include the financial statements of the Parent Company FRIGOGLASS S.A.I.C. (the "Company") and the Consolidated Financial Statements of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 9 of the financial statements.

FRIGOGLASS S.A.I.C. and its subsidiaries are engaged in the manufacturing, trade and distribution of commercial refrigeration units and packaging materials for the beverage industry. The Group has manufacturing plants and sales offices in Europe, Asia and Africa.

The Company is incorporated and based in Kifissia, Attica.

The Company's shares are listed on the Athens Stock Exchange.

The address of its registered office is:

15, A. Metaxa Street, GR 145 64, Kifissia, Athens, Hellas

The company's web page is: www.frigoglass.com

The interim condensed financial statements have been approved by the Board of Directors of the Company on 3rd of August 2021.

Note 2 – Basis of Preparation

This Interim Condensed Financial Information for the period 01.01 - 30.06.2021 has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and specifically IAS 34, 'Interim financial reporting'.

The Interim Condensed Financial Information should be read in conjunction with the annual financial statements for the year ended 31 December 2020 that are available on the company's web page www.frigoglass.com.

The preparation of these Interim Condensed Financial Information in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

Differences that may exist between the figures of the financial statement and those of the notes are due to rounding.

The financial statements have been prepared in accordance with the going concern basis of accounting.

Note 3 – Principal accounting policies

The accounting policies adopted in preparing this Interim Condensed Financial Information are consistent with those described in the annual financial statements of the Company and the Group for the year ended 31 December 2020.

New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2021. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

None of the standards and interpretations issued is expected to have a significant effect on the Consolidated or the Parent Company financial statements.

Standards and Interpretations effective for the current financial year

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions'

The amendment provides lessees (but not lessors) with relief in the form of an optional exemption from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for rent concessions in the same way as they would for changes which are not considered lease modifications.

IFRS 4 (Amendment) 'Extension of the Temporary Exemption from Applying IFRS 9'

The amendment changes the fixed expiry date for the temporary exemption in IFRS 4 'Insurance Contracts' from applying IFRS 9 'Financial Instruments', so that entities would be required to apply IFRS 9 for annual periods beginning on or after 1 January 2023.

IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) 'Interest rate benchmark reform – Phase 2'

The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for the change in its hedging relationships and the information it should disclose.

IAS 19 (Employee Benefits) Attributing Benefit to Periods of Service

An agenda decision was published in May 2021 by the IFRS Interpretations Committee in relation to Employee Benefits and more specifically attributing Benefit to Periods of Service (IAS 19 Employee Benefits). Group expects to have fully implemented this decision by 31/12/2021. The impact of implementing this decision cannot be reliably estimated at the moment. This will result in a change in accounting policy which should be applied retrospectively.

Standards and Interpretations effective for subsequent periods

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions' (effective for annual periods beginning on or after 1 April 2021)

The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover rental concessions that reduce leases due only on or before 30 June 2022.

IFRS 17 'Insurance contracts' and Amendments to IFRS 17 (effective for annual periods beginning on or after 1 January 2023)

IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020, supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for using current values instead of historical cost. The standard has not yet been endorsed by the EU.

IAS 16 (Amendment) 'Property, Plant and Equipment – Proceeds before Intended Use' (effective for annual periods beginning on or after 1 January 2022)

The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts of proceeds and costs relating to such items produced that are not an output of the entity's ordinary activities.

IAS 37 (Amendment) 'Onerous Contracts – Cost of Fulfilling a Contract' (effective for annual periods beginning on or after 1 January 2022)

The amendment clarifies that 'costs to fulfil a contract' comprise the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.

IFRS 3 (Amendment) 'Reference to the Conceptual Framework' (effective for annual periods beginning on or after 1 January 2022)

The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS 37, at the acquisition date.

IAS 1 (Amendment) 'Classification of liabilities as current or non-current' (effective for annual periods beginning on or after 1 January 2023) 23

The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the 'settlement' of a liability. The amendment has not yet been endorsed by the EU.

IAS 1 (Amendments) 'Presentation of Financial Statements' and IFRS Practice Statement 2 'Disclosure of Accounting policies' (effective for annual periods beginning on or after 1 January 2023)

The amendments require companies to disclose their material accounting policy information and provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments have not yet been endorsed by the EU.

IAS 8 (Amendments) 'Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates' (effective for annual periods beginning on or after 1 January 2023)

The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The amendments have not yet been endorsed by the EU.

IΑS 12 (Amendments) 'Deferred tax related to Assets and Liabilities arising from a Single Transaction' (effective for annual periods beginning on or after 1 January 2023)

The amendments require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions such as leases for the lessee and decommissioning obligations. The amendments have not yet been endorsed by the EU.

Annual Improvements to IFRS Standards 2018–2020 (effective for annual periods beginning on or after 1 January 2022)

IFRS 9 'Financial instruments'

The amendment addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or fees could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not be included in the 10% test.

IFRS 16 'Leases'

The amendment removed the illustration of payments from the lessor relating to leasehold improvements in Illustrative Example 13 of the standard in order to remove any potential confusion about the treatment of lease incentives.

IAS 41 'Agriculture'

The amendment has removed the requirement for entities to exclude cash flows for taxation when measuring fair value under IAS 41.

Note 4 - Critical accounting estimates and judgements

Management makes estimates and judgments in order to select the most appropriate accounting principles taking into consideration the future outcome of events and transactions. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Estimates and judgments adopted in the preparation of the annual financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended December 31, 2020.

The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements and they should be read in conjunction with the group's annual financial statements as at 31 December 2020.

4.1. Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows.

4.1.1. Income Taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required by the Group Management in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. If the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax.

4.1.2. Estimated impairment of investments

The Group's investments in subsidiaries are tested for impairment when indications exist that its carrying value may not be recoverable. The recoverable amount of the investments in subsidiaries is determined value in use calculations, which requires the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a one year period and cash projections for four additional years. The Company has an investment in Frigoinvest Holdings B.V. of €60 m, which holds the Group's subsidiaries in the ICM and Glass segments which represent the two identifiable, separate cash generating units.

During the period there was no indication of impairment.

4.1.3. Estimation of useful lives of fixed assets

The Group assesses on an annual basis, the useful lives of its property, plant and equipment and intangible assets. These estimates take into account the relevant operational facts and circumstances, the future plans of Management and the market conditions that exist as at the date of the assessment.

4.1.4. Estimated impairment of Property, Plant & Equipment and Right of use assets

The Group's property, plant & equipment is tested for impairment when indications exist that its carrying value may not be recoverable. The recoverable amount of the property, plant & equipment is determined under IAS 36 at the higher of its value in use and fair value less costs of disposal. When the recoverable amount is determined on a value in use basis, the use of assumptions is required.

The Group management having assessed the results for each subsidiary did not identify indications of impairment.

4.1.5. Export Expansion Grants Receivables

A significant component of the Export Expansion Grants receivable and unutilized Negotiable Duty Credit Certificates have been outstanding for more than 1 year. Management does not expect any losses from the non-recoverability of these grants. For more information refer to Note 12.

4.1.6. Going concern basis of accounting

When adopting the going concern basis of accounting, the Group has, among other things, prepared a liquidity forecast based on cash flow projections for the foreseeable future. These cash flow projections include assumptions regarding cash generated from operations, scheduled investments, assumed insurance compensation, debt repayments and available credit facilities.

Assuming that there will be no substantial deterioration of the external environment due to the COVID - 19 pandemic, Management considers that Group's liquidity level ( cash & undrawn credit lines ), combined with the recently extended debt maturities to 2025, will be sufficient to cover the financial and operating commitments for the next 12 months. Also, the total of current assets exceed the total of current liabilities of the Group by € 78,96 million as at 30.06.2021.

4.1.7. Accuracy of Management's assessment regarding the impact of the fire at Group's commercial refrigeration manufacturing facility in Timisoara, Romania

On June 5, 2021 a fire incident occurred at Group's commercial refrigeration manufacturing facility in Timisoara, Romania. The fire caused severe damages primarily to the plant's production area affecting part of the building installations, machinery and inventories located in the production area. The total damage relating to the destroyed tangible assets and inventories is evaluated at €12.8m (Note 20) while the damage recording process is still in progress. The Management's estimates rely on a significant assumption in relation to the extent of the damage caused by the fire as well as the relevant insurance compensation amounts.

4.2. Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, commodity price risk and interest rate risk), credit risk, liquidity risk and capital 26

risk. The Group's risk management programme focuses on the volatility of financial markets and seeks to minimise potential adverse effects on the Group's cash flows.

Group Treasury carries out risk management under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group's subsidiaries. The Board of Directors has approved the Treasury Policy, which provides the control framework for all treasury and treasury-related transactions. The Group Treasury does not perform speculative transactions or transactions that are not related to the Group's operations.

4.3. Critical judgements in applying the entity's accounting policies

There are no areas that Management required to make critical judgements in applying accounting policies.

Note 5 - Segment Information

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

The operating segment information presented below is based on the information that the CEO and the Executive Committee use to assess the performance of the Group's operating segments.

In addition, the Group's finance department is organized by segment for effective financial control and performance monitoring Management monitors the operating results of its business segments separately for the purpose of making decisions, allocating resources and assessing performance. Segment performance is evaluated based on earnings before interest, taxes, depreciation, amortization & impairment (EBITDA).

Taking into account the above, the categorization of the Group's operations in business segments is the following:

  • Ice Cold Merchandise ( ICM ) Operations
  • Glass Operations

The consolidated Statement of Financial Position and Income Statement per business segment are presented below: Frigoglass (the "Group") is a producer of Ice-Cold Merchandisers (ICMs), Glass containers and complementary packaging products.

A) Analysis per business segment
i) Income statement
Six months ended
30.06.2021
Six months ended
30.06.2020
ICM Glass Total ICM Glass Total
Operations Operations Operations Operations
Revenue from contracts with customers
At a point in time 131.139 43.302 174.441 144.714 40.294 185.008
Over time 27.155 - 27.155 23.664 - 23.664
Total Revenue from contracts with customers 158.294 43.302 201.596 168.378 40.294 208.672
Operating Profit / 11.544 8.806 20.350 14.387 4.423 18.810
Finance costs (12.157) 3.440 (8.717) (17.380) 9.867 (7.513)
Finance income 6 100 106 38 871 909
Finance costs - net (12.151) 3.540 (8.611) (17.342) 10.738 (6.604)
Profit / before Ιncome Τax,
Restructuring & Fire Costs (607) 12.346 11.739 (2.955) 15.161 12.206
/ Gains from Restructuring activities &
Fire (13.833) - (13.833) (774) - (774)
Profit / before income tax (14.440) 12.346 (2.094) (3.729) 15.161 11.432
Income tax expense (1.301) (4.398) (5.699) (2.654) (4.985) (7.639)
Profit/ after income tax (15.741) 7.948 (7.793) (6.383) 10.176 3.793
Profit/ to shareholders (15.606) 4.568 (11.038) (6.178) 6.763 586
Depreciation 5.764 3.277 9.041 6.304 4.234 10.537
EBITDA ( Note 23 ) 17.308 12.083 29.391 20.691 8.657 29.348

There are no sales between the two segments. Y-o-Y %

30.06.2021 vs 30.06.2020
ICM Glass
Operations Operations Total
Total Revenue from contracts with customers -6,0% 7,5% -3,4%
Operating Profit / -19,8% 99,1% 8,2%
EBITDA ( Note 23 ) -16,4% 39,6% 0,1%

Note 5 - Segment information (continued)

Total Revenue from contracts with customers

Commercial Refrigeration (ICM) sales reduced by 6% to €158.3m. This decline primarily reflects lower orders from Coca-Cola bottlers mainly in West Europe and Africa due to relatively high orders in the pre-pandemic 1st quarter 2020 and less favorable product mix. These factors were partly balanced by market share gains in India and Frigoserve's expansion in Switzerland and Africa.

Glass Operations sales increased by 7.5% to €43.3m. This increase is mainly driven by higher demand for glass containers, plastic crates and metal crowns, as well as, pricing initiatives. These factors were partly offset by Naira's devaluation.

EBITDA

Commercial Refrigeration (ICM) EBITDA declined by 16.4% to €17.3m primarily due to raw materials and logistics cost increase, as well as, less favorable sales mix. These factors were partly balanced by better cost absorption, lower idle cost, pricing and operating expenses reduction.

Glass Operations EBITDA increased by 39.6% to €12.1m. The increase mainly reflects sales growth, pricing and better fixed cost absorption. This performance was partly balanced by Naira's devaluation, production cost increase and higher logistics cost to import raw materials.

ii) Statement of Financial Position Six months ended
30.06.2021
Year ended
31.12.2020
ICM
Operations
Glass
Operations
Total ICM
Operations
Glass
Operations
Total
Total assets 241.231 138.497 379.728 228.892 125.418 354.310
Total liabilities 464.815 11.039 475.854 381.756 54.746 436.502
Capital expenditure 1.426 2.913 4.339 5.934 8.169 14.103

Reference Note 6 & 7

Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of each segment.

B) Net sales revenue analysis per geographical area (based on customer Consolidated
location) Six months ended
30.06.2021 30.06.2020
ICM Operations :
East Europe 82.867 87.095
West Europe 35.322 38.824
Africa / Middle East 17.163 24.547
Asia 22.942 17.912
Total 158.294 168.378
Glass Operations :
Africa 43.302 40.294
Total 43.302 40.294
Total Sales :
East Europe 82.867 87.095
West Europe 35.322 38.824
Africa / Middle East 60.465 64.841
Asia 22.942 17.912
Consolidated 201.596 208.672

Frigoglass (the "Group") is a supplier of Ice-Cold Merchandisers (ICMs). The demand for these products is seasonal. Therefore, the Group generally records higher revenues during the first and second quarters of the year.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 5 - Segment information (continued)

Net sales revenue analysis per geographical area (based on customer location)

ICM Operations :
West Europe 3.244 2.911
Total Sales 3.244 2.911

C) Capital expenditure per geographical area

The basis of allocation to geographical segments is based on the physical location of the asset.

30.06.2021 31.12.2020 30.06.2020
ICM Operations :
East Europe 821 2.353 933
West Europe 422 2.942 2.010
Africa 112 413 241
Asia 71 226 71
Total 1.426 5.934 3.255
Glass Operations:
Africa 2.913 8.169 3.544
Total 2.913 8.169 3.544
Consolidated 4.339 14.103 6.799

30.06.2021 30.06.2020 Parent Company Six months ended

Consolidated
Year ended
30.06.2021 31.12.2020 30.06.2020

FRIGOGLASS S.A.I.C. in € 000's Notes to the Interim Condensed Financial Statements

Note 6 - Property, Plant & Equipment

Consolidated
Land Building &
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
& fixtures
Assets under
construction
Total
Cost
Balance at 01.01.2021 4.408 58.444 174.625 4.446 8.989 26.070 276.982
Additions - 150 735 117 177 2.651 3.830
Disposals - (5) (7.913) (207) - - (8.125)
Write off due to fire (Note 20) - (4.313) (32.180) (77) (1.457) - (38.027)
Write off - - (1.710) - (2) - (1.712)
Transfer from/to - 987 24.878 265 17 (26.147) -
Exchange differences 55 (150) (2.719) (138) (1) (1.273) (4.226)
Balance at 30.06.2021 4.463 55.113 155.716 4.406 7.723 1.301 228.722

Accumulated Depreciation

Balance at 01.01.2021 - 29.980 129.673 3.490 7.141 - 170.284
Depreciation charge - 900 4.936 229 358 - 6.423
Disposals - (1) (7.914) (207) - - (8.122)
Write off due to fire (Note 20) - (2.054) (23.609) (35) (1.288) - (26.986)
Write off - - (1.710) - (2) - (1.712)
Exchange differences - (36) (1.811) (101) 9 - (1.939)
Balance at 30.06.2021 - 28.789 99.565 3.376 6.218 - 137.948
Net book value at 30.06.2021 4.463 26.324 56.151 1.030 1.505 1.301 90.774
Net book value at 31.12.2020 4.408 28.464 44.952 956 1.848 26.070 106.698

Costs related to Construction in progress are capitalised until the end of the forthcoming year.

Construction in progress as at 31.12.2020 mainly relates to the Glass furnace rebuild in Beta Glass Nigeria. The construction was completed in mid June an the new furnace is now operational.

Pledged assets are described in detail in Note 15 - Non current and current borrowings.

Exchange differences: negative foreign exchange differences arise from currencies devaluation against Euro and positive exchange differences from currencies appreciation against Euro.

Τhe major variance derives from the devaluation of Naira against Euro.

Exchange rate € / Naira at 31.12.2020 was 465,87 and at 30.06.2021 was 488,46.

Parent Company
Land Building &
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
& fixtures
Assets under
construction
Total
Cost
Balance at 01.01.2021 303 8.962 1.710 - 509 - 11.484
Additions - 80 - - 26 - 106
Write off - - (1.710) - - - (1.710)
Balance at 30.06.2021 303 9.042 - - 535 - 9.880
Accumulated Depreciation
Balance at 01.01.2021 - 7.128 1.710 - 199 - 9.037
Additions - 169 - - 59 - 228
Write off - - (1.710) - - - (1.710)
Balance at 30.06.2021 - 7.297 - - 258 - 7.555
Net book value at 30.06.2021 303 1.745 - - 277 - 2.325
Net book value at 31.12.2020 303 1.834 - - 310 - 2.447

Note 7 - Right-of-use Assets

A) Amounts recognised in the Statement of Financial Position

Consolidated Parent Company
Right-of-use assets 30.06.2021 31.12.2020 30.06.2021 31.12.2020
Building & technical works 2.819 3.256 761 857
Motor vehicles 747 922 375 444
Total 3.566 4.178 1.136 1.301
Lease Liabilities
Non current 3.568 4.027 940 1.005
Current 1.780 2.095 258 353
Total 5.348 6.122 1.198 1.358
Additions during the year 507 812 31 211

B) Amounts recognised in the Income Statement

Depreciation Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Building & technical works 877 1.154 95 169
Motor vehicles 222 262 63 98
Total 1.099 1.416 158 267
Interest expense ( Note 19 ) 139 167 37 27
------------------------------ ----- ----- ---- ----

Note 8 - Intangible assets

Consolidated
Development
costs
Software &
other intangible
assets
Assets under
construction
Total
Cost
Balance at 01.01.2021 17.542 9.215 5.981 32.738
Additions 355 154 - 509
Exchange differences 55 24 (1) 78
Balance at 30.06.2021 17.952 9.393 5.980 33.325
Accumulated Depreciation
Balance at 01.01.2021 13.212 7.536 - 20.748
Depreciation charge 747 322 - 1.069
Exchange differences 43 25 - 68
Balance at 30.06.2021 14.002 7.883 - 21.885
Net book value at 30.06.2021 3.950 1.510 5.980 11.440
Net book value at 31.12.2020 4.330 1.679 5.981 11.990

Costs related to Construction in progress are capitalised until the end of the forthcoming year.

Construction in progress for the Group and the Parent company relates to implementation of SAP project.

Pledged assets are described in detail in Note 15 - Non current and current borrowings.

Parent Company
Development
costs
Software &
other intangible
assets
Assets under
construction
Total
Cost
Balance at 01.01.2021 - 1.699 1.140 2.839
Additions - 51 - 51
Balance at 30.06.2021 - 1.750 1.140 2.890
Accumulated Depreciation
Balance at 01.01.2021 - 861 - 861
Additions - 152 - 152
Balance at 30.06.2021 - 1.013 - 1.013
Net book value at 30.06.2021 - 737 1.140 1.877
Net book value at 31.12.2020 - 838 1.140 1.978

in € 000's

Note 9 - Investments in subsidiaries

Parent Company
30.06.2021 31.12.2020
Investment in Frigoinvest Holdings B.V.
( The Netherlands )
Net book
value
Net book
value
Opening balance 60.005 60.005
Closing Balance 60.005 60.005

The subsidiaries of the Group, the country of incorporation and their shareholding status are described below:

Company name & business segment Country of
incorporation
Consolidation
method
%
Shareholding
ICM Operations
Frigoglass S.A.I.C. Greece Parent Company
Frigoglass Romania SRL Romania Full 100,00%
Frigoglass Indonesia PT Indonesia Full 99,98%
Frigoglass South Africa Ltd. South Africa Full 100,00%
Frigoglass Eurasia LLC Russia Full 100,00%
Frigoglass (Guangzhou) Ice Cold Equipment Ltd. China Full 100,00%
Scandinavian Appliances A.S Norway Full 100,00%
Frigoglass Spzoo Poland Full 100,00%
Frigoglass India PVT.Ltd. India Full 100,00%
Frigoglass Switzerland AG Switzerland Full 100,00%
Frigoglass East Africa Ltd. Kenya Full 100,00%
Frigoglass GmbH Germany Full 100,00%
Frigoglass Hungary Kft Hungary Full 100,00%
Frigoglass Nordic AS Norway Full 100,00%
Frigoglass Cyprus Ltd Cyprus Full 100,00%
Norcool Holding A.S Norway Full 100,00%
Frigoinvest Holdings B.V Netherlands Full 100,00%
Frigoglass Finance B.V Netherlands Full 100,00%
3P Frigoglass Romania SRL Romania Full 100,00%
Glass Operations
Frigoglass Global Ltd Cyprus Full 100,00%
Beta Glass Plc. Nigeria Full 55,21%
Frigoglass Industries (NIG.) Ltd. Nigeria Full 76,03%

The Parent Company does not have any shareholdings in the preference shares of subsidiary undertakings included in the Group. In March 2021, Frigoglass Switzerland AG started its activities in Switzerland.

Note 10 - Inventories

Consolidated Parent Company
30.06.2021 31.12.2020 31.12.2020
62.197 52.063 - -
1.632 1.700 - -
27.262 34.442 - -
(6.799) (7.041) - -
84.292 81.164 - -

Note 11 - Trade receivables

Consolidated Parent Company
30.06.2021 31.12.2020 30.06.2021 31.12.2020
101.615 56.198 1.826 1.605
(1.108) (1.083) (118) (131)
100.507 55.115 1.708 1.474

The increase in the balance of the trade receivables is mainly driven by the seasonality and the sales growth in the second quarter.

The fair value of trade receivables closely approximates their carrying value. The Group and the Company have a significant concentration of credit risk with specific customers which comprise large international groups such as Coca - Cola HBC, CCEP, other Coca - Cola bottlers, Diageo - Guinness, Pespi and Heineken.

The Group does not require its customers to provide any pledges or collateral due to the general high calibre and international reputation of portfolio.

Management does not expect any losses from non-performance of trade receivables, other than as provided for as at 30.06.2021.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9. Based on this approach, the Group recognizes expected life losses on expected receivables.The calculation is done on an individual basis. Expected loss rates are based on the sales payment profile and the corresponding historical credit losses. The failure of the customer to pay after 180 days from the invoice due date is considered a default.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 12 - Other receivables

Consolidated Parent Company
30.06.2021 31.12.2020 30.06.2021 31.12.2020
V.A.T receivable 7.449 5.892 432 372
Intergroup receivables - - 15.734 15.881
Grants for exports receivable 6.896 6.752 - -
Insurance prepayments 1.179 689 216 38
Prepaid expenses 1.170 524 240 139
Receivable from the disposal of subsidiary 2.978 3.031 - -
Other taxes receivable 2.213 2.229 - -
Advances to employees 457 558 8 11
Other receivables 2.287 2.139 341 35
Total 24.629 21.814 16.971 16.476

The amount of Grants for exports in Nigeria consists of Export Expansion Grants (EEG) and Negotiable Duty Credit Certificate (NDCC) in Nigeria. The balance as at 30.06.2021 was € 6,25m ( 31.12.2020 € 6,14 m ) with the following breakdown.

Export Expansion Grants (EEG) 2.084 2.185
Negotiable Duty Credit Certificate (NDCC) 4.170 3.956
Total 6.254 6.141

Export Expansion Grants (EEG) are granted by the Nigerian Government on exports of goods produced in the country, having met certain eligibility criteria. These are recognized at fair value, and Management does not expect any losses from the nonrecoverability of these grants. Negotiable Duty Credit Certificates (NDCC) originate from export grants received from government and the instrument is useful for settlement of custom duties payable to government, with no expiry date, under the previous scheme. In January 2020 the government of Nigeria initiated a scheme and the Government Grants are paid through Promissory Notes which are negotiable and transferable, subject to submission of the original Notes to the Central Bank of Nigeria.

The V.A.T receivable is fully recoverable through the operating activity of the Group and the Company.

Other receivables comprise various prepayments.

The fair value of other receivables closely approximates their carrying value.

Note 13 - Cash & cash equivalents

Consolidated Parent Company
30.06.2021 31.12.2020 30.06.2021 31.12.2020
Cash on hand 117 831 - -
Short term bank deposits 61.061 69.412 1.060 2.460
Total 61.178 70.243 1.060 2.460

Pledged assets are described in detail in Note 15 - Non current and current borrowings.

Note 14 - Other payables

Consolidated Parent Company
30.06.2021 31.12.2020 30.06.2021 31.12.2020
Taxes and duties payable 3.111 3.235 295 553
Intergroup payables - - 5.281 5.330
VAT payable 3.878 3.374 - -
Social security insurance 1.405 1.160 162 295
Customers' advances 1.309 1.585 12 12
Other taxes payable 392 496 - -
Accrued discounts on sales 10.526 7.659 - -
Accrued fees & costs payable to third parties 6.368 5.997 607 388
Accrued payroll expenses 11.022 4.649 3.762 159
Other accrued expenses 2.313 2.133 11 13
Accrual for warranty expenses 5.626 5.500 - -
Other payables 5.378 3.594 247 279
Total 51.328 39.382 10.377 7.029

The fair value of other creditors approximates their carrying value.

Accrued discount on sales: the increase in the balance is mainly attributable to the seasonality of sales.

Accrued payroll expenses: the increase mainly reflects higher accruals related to employees' performance benefit and the reclassification of the accrual ,related to management long-term incentive plan, from non-current liabilities to other payables as it is becoming due in the next 12 months.

Note 15 - Non current & current borrowings

Consolidated Parent Company
30.06.2021 31.12.2020 30.06.2021 31.12.2020
Bond loans 260.000 260.000 - -
Intergroup bond loans - - 51.301 50.359
Unamortized costs for the issue of bond (6.572) (7.345) - -
Total Non current borrowings 253.428 252.655 51.301 50.359
Bank overdrafts 2.134 1.933 - -
Bank loans 47.409 50.293 - -
Accrued interest for loans 7.470 7.476 - -
Total current borrowings 57.013 59.702 - -
Total borrowings 310.441 312.357 51.301 50.359
Consolidated Parent Company
Net debt 30.06.2021 31.12.2020 30.06.2021 31.12.2020
Total borrowings 310.441 312.357 51.301 50.359
Total Lease Liabilities 5.348 6.122 1.198 1.358
Cash & cash equivalents (61.178) (70.243) (1.060) (2.460)
Net debt 254.611 248.236 51.439 49.257

Note 15 - Non current & current borrowings

The Group's outstanding balance of total borrowings as of June 30, 2021 amounted to €310.4 million (December 31, 2020: €312.4 million).

Non-current borrowings

The Group's outstanding balance of non-current borrowings as of June 30, 2021 amounted to €253.4 million (December 31, 2020: 252.7 million). Non-current borrowings represents an outstanding bond including the unamortized debt issuance costs.

On February 12, 2020, Frigoglass S.A.I.C. through its subsidiary Frigoglass Finance B.V. (the "Issuer") issued €260.0 million in aggregate principal amount of 6.875% Senior Secured Notes due 2025 (the "Notes"). The Notes are guaranteed on a senior secured basis by Frigoglass S.A.I.C. and certain of our subsidiaries (the "Guarantors") and secured by certain assets of the Issuer and the Guarantors. The Notes mature on February 12, 2025. The Notes pay interest semi-annually on February 1 and August 1 of each year.

The Indenture limits, among other things, our ability to incur additional indebtedness, pay dividends on, redeem or repurchase our capital stock, make certain restricted payments and investments, create or permit to exist certain liens, transfer or sell assets, merge or consolidate with other entities and enters into transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications.

Guarantees

The companies that have granted guarantees in respect of the Note are: Frigoglass S.A.I.C., Frigoinvest Holdings B.V., Beta Glass Plc, Frigoglass Eurasia LLC, Frigoglass Industries (Nigeria) Limited, Frigoglass Cyprus Limited, Frigoglass Global Limited, Frigoglass Romania S.R.L. and 3P Frigoglass S.R.L.

Security

The security granted in favour of the creditors under the Senior Secured Notes due 2025 include the following:

(a) Security over shares in the following Group companies: Frigoinvest Holdings B.V., Frigoglass Finance B.V., 3P Frigoglass S.R.L., Frigoglass Romania S.R.L., Frigoglass Eurasia LLC, Frigoglass Global Limited and Frigoglass Cyprus Limited. The Notes are also secured by a pledge over the shares of Frigoglass Industries (Nigeria) Limited and Beta Glass (the "Share Pledge"), with an aggregate amount of the secured obligations in respect of the Share Pledge being limited to €175.0 million.

Note 15 - Non current & current borrowings

(b) Security over assets of the Group in the value shown below:

Assets 30.06.2021
Intergroup receivables 335,954
Other debtors 41
Cash & cash equivalents 3,088
Total 339,083

Current borrowings

The Group's outstanding balance of current borrowings as of June 30, 2021 amounted to €57.0 million (December 31, 2020: €59.7 million), including the accrued interest of loans in the period. Current borrowings represents bank overdraft facilities and short-term loans from various banks.

In June 2021, Frigoglass India PVT Ltd maintains a credit facility with an Indian bank, in an amount of INR 450 million (€5.1 million). The facility is secured up to INR 200 million (€2.3 million) through a mortgage of property of Frigoglass India PVT Ltd. As at June 30, 2021, €2.1 million was utilised from the aforementioned facility.

In August 2020, Frigoglass Romania SRL signed a credit facility with a Romanian bank, in an amount of €4.5 million for a twelve months period. The facility is secured through inventories and trade receivables of Frigoglass Romania SRL. As at June 30, 2021, €1.8 million was utilized from the aforementioned facility.

In October 2020, Frigoglass Romania SRL signed a committed credit facility with a Romanian bank, in an amount of €5.0 million for a twelve months period. The facility is secured through a mortgage of land and building and trade receivables of Frigoglass Romania SRL. As at June 30, 2021, €1.5 million was utilized from the aforementioned facility.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 16 - Share capital

2021

The share capital of the Group at 30.06.2021 comprised of 355.437.751 fully paid up ordinary shares with an nominal value of € 0,10 each.

2020

The share capital of the Group at 31.12.2020 comprised of 355.437.751 fully paid up ordinary shares with an nominal value of € 0,10 each.

Number of shares Share capital
-000' Euro
Share premium
-000' Euro-
Balance at 01.01.2020 355.437.751 35.544 (33.801)
Balance at 31.12.2020 355.437.751 35.544 (33.801)
Balance at 30.06.2021 355.437.751 35.544 (33.801)

Notes to the Interim Condensed Financial Statements in € 000's

Note 17 - Other reserves

Consolidated
Statutory
reserves
Share
option
reserve
Extraordinary
reserves
Tax free
reserves
Currency
translation
reserve
Total
Balance at 01.01.2020 4.177 965 14.769 8.760 (38.990) (10.319)
Additions for the year - 78 - - - 78
Exchange differences - - (321) - (13.701) (14.022)
Balance at 30.06.2020 4.177 1.043 14.448 8.760 (52.691) (24.263)
Balance at 01.07.2020 4.177 1.043 14.448 8.760 (52.691) (24.263)
Additions for the year - 38 - - - 38
Exchange differences - - (247) - (12.993) (13.240)
Balance at 31.12.2020 4.177 1.081 14.201 8.760 (65.684) (37.465)
Balance at 01.01.2021 4.177 1.081 14.201 8.760 (65.684) (37.465)
Additions for the year - 24 - - - 24
Exchange differences - - (75) - (3.951) (4.026)
Balance at 30.06.2021 4.177 1.105 14.126 8.760 (69.635) (41.467)
Parent Company
Statutory
reserves
Share
option
reserve
Extraordinary
reserves
Tax free
reserves
Total
Balance at 01.01.2020 4.020 965 12.013 8.760 25.758
Additions for the year - 78 - - 78
Balance at 30.06.2020 4.020 1.043 12.013 8.760 25.836
Balance at 01.07.2020 4.020 1.043 12.013 8.760 25.836
Additions for the period - 38 - - 38
Balance at 31.12.2020 4.020 1.081 12.013 8.760 25.874
Balance at 01.01.2021 4.020 1.081 12.013 8.760 25.874
Additions for the period - 24 - - 24
Balance at 30.06.2021 4.020 1.105 12.013 8.760 25.898

A statutory reserve has been created under the provisions of Hellenic law (Law 4548/2018) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to this reserve until it reaches one third of the paid up share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.

The share option reserve refers to the established Stock Option Plan provided to senior managers and members of the Management Committee.

The Company has created tax free reserves, in accordance with several Hellenic tax laws, during the years, in order to achieve tax deductions, either:

a) by postponing the settlement of tax liabilities until the distribution of the reserves to the shareholders, or

b) by eliminating any future income tax payment related to the issuance of bonus shares to the shareholders.

Should the reserves be distributed to the shareholders as dividends, the distributed profits will be taxed with the applicable rate at the time of distribution.

No provision has been recognized for contingent income tax liabilities in the event of a future distribution of such reserves to the Company's shareholders since such liabilities are recognized at the same time as the dividend liability associated with such distributions.

In 2017 the Company proceeded with the nominal decrease of the Company's share capital by the amount of € 9.107 million, by a corresponding decrease of the nominal value of each Company's share from € 0,90 to

€ 0,36, according to article 4 para. 4a of C.L. 2190/1920, for the purpose of forming a special reserve of equal amount the use of which will be decided in the future. This amount has been allocated in the extraordinary and tax free reserves.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 18 - Other operating income - Other gains/ - net

Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Other operating income
Income from subsidiaries:
Services fees & royalties on sales
- - 7.277 8.713
Revenues from insurance claims - 34 - 35
Revenues from scraps sales 254 249 - -
Other charges to customers & other income 865 691 1 108
Total: Other operating income 1.119 974 7.278 8.856

Other gains - net

Total: Other gains/ - net 107 (52) - (3.718)
Other (132) (73) - -
Issuance cost - Bond - - - (3.718)
Profit/ from disposal of property, plant &
equipment
239 21 - -

Following the issue of the € 260 million Senior Secured Notes due 2025 the parent company incurred cost € 3,7 million.

At Group level the cost mentioned above is included in the Effective Interest Rate calculation.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 19 - Financial expenses

Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Finance income
Interest income (106) (909) - -
Interest Expense 10.301 11.171 1.848 1.572
Exchange loss / (gain) & Other Financial costs (1.723) (3.825) (127) 412
Finance cost for lease liabilities 139 167 37 27
Finance cost 8.717 7.513 1.758 2.011
Finance costs - net 8.611 6.604 1.758 2.011

Note 20 - / Gains from Restructuring activities & Fire

01.01.2021 - 30.06.2021

Fire Incident at facility in Romania

On June 5, 2021, a fire incident occurred at the commercial refrigeration manufacturing facility Timisoara, Timis County of Romania, which caused severe damage primarily to the plant's production area and, consequently, to machinery and inventories located within this area. Frigoglass reports that there has been no casualties during the incident. Frigoglass maintains insurance policies with first class Global Insurance companies for Property Damage and Business Interruption.

Since the incident, Frigoglass has been in close collaboration with the local authorities as well as the insurers' representatives and surveyors to complete the process of recording the damage and, following that, submit a claim to the insurance companies. The total damage relating to the affected tangible fixed assets and inventories is evaluated at €12.8m; however the damage recording process is still in progress.

Immediately after the incident, Frigoglass formed a dedicated task force and activated its business continuity plan. The steps plan mainly involve the below work streams:

  • The timely completion of the insurance reimbursement process;
  • Satisfy customers' demand from our production facility in Russia;

• Set-up a limited assembly line in a rented industrial space nearby our premises in Timisoara. Following a thorough process, a rental agreement has been executed relating to a 5k sqm facility. In parallel, the necessary equipment has been ordered, aiming the assembly activity to be operational in the fourth quarter of 2021;

• Restore damages and rebuild the production area. Frigoglass is in advanced discussions with contractors and suppliers of equipment in order to accelerate the rebuild process. It is expected the facility in Timisoara to resume operations in the last quarter of 2022.

The reimbursement from the insurance companies is instrumental to the successful and timely completion of the plant's construction phase. Frigoglass is focusing on the completion of the process related to the reimbursement of the claim and believes that the €89 million insured limit is sufficient to cover the property damage and business interruption. It is evident that the smooth restoration of the damage and the rebuild of the production area require the finalization of the insurance compensation process.

Below is the analysis of the Fire related costs

Fixed Assets write off (11.041)
Inventories write off (1.749)
(12.790)
Expenses due to business interruption (1.043)
Fire Costs (13.833)

Following the fixed assets write off due to the fire a deferred tax liability of € 0,979 m. was reversed.

01.01.2020 - 30.06.2020

Restructuring Costs: Greece - Romania - Russia

Following the significant operational challenges brought on by the COVID-19 pandemic, the Group implemented several cost reduction initiatives in order to adjust its fixed cost base. The Group recorded restructuring costs of € 0,8 million before taxes, which relate to employee termination costs in its ICM Operations in Greece, Romania and Russia. All costs were paid within 2020.

Consolidated Parent Company
30.06.2020
Staff leaving indemnities (774) (245)
Restructuring (774) (245)

Frigoglass S.A.I.C Notes to the Interim Condensed Financial Statements in € 000's

Note 21 - Income tax

Tax rate in Greece is 22% in 2021.

The Group and the Company calculate the period income tax using the tax rate that would be applicable to the expected annual earnings.

The income tax rates in the countries where the Group operates are between 9% and 33%.

A part of non deductible expenses, tax losses for which no deferred income tax asset was recognised, the different tax rates in the countries in which the Group operates, income not subject to tax and other taxes, create the final effective tax rate for the Group.

Audit Tax Certificate

For the financial years 2011 to 2020, all Hellenic Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory financial statements must obtain an "Annual Tax Certificate".

For the financial years 2014 - 2020 the "Annual Tax Certificate" is provided according according the Article 65A of L.4174/2013.

This "Annual Tax Certificate" must be issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements. Upon completion of the tax audit, the statutory auditor or audit firm must issue a "Tax Compliance Report" which will subsequently be submitted electronically to the Ministry of Finance.

For the years 2011 up to 2019 a respective "Tax Certificate" has been issued by the statutory Certified Auditors without any qualification or matter of emphasis as pertains to the tax compliance of the Company.

For the year 2020, the tax audit has been assigned to «PricewaterhouseCoopers S.Α.», is in progress and Management does not expect any material changes to the tax liabilities as a result of the audit.

Unaudited Tax Years

The tax returns of the Parent Company and the Group's subsidiaries have not been assessed by the tax authorities for different periods (see the table below).

Until such time the special tax audit of the companies in the below table is completed, the tax burden for the Group relating to those years cannot be accurately determined. The Group is raising provisions for any additional taxes that may result from future tax audits to the extent that the relevant liability is probable and may be reliably measured.

One of the Group's foreign subsidiary undertakings may be challenged by the foreign tax authorities as regards the deductibility of certain intra group charges, dividend distribution and bad faith suppliers, given recent developments in the tax environment in the country of operation of that foreign subsidiary.

The Group and its tax advisors has assessed the possible challenge and has concluded that the foreign subsidiary has in place all required transfer pricing documentation and other relevant supporting documentation to counter any challenge.

Moreover a recent tax audit completed for this subsidiary for prior years has not raised significant concerns.

The Group has therefore not proceeded to recognise a provision in relation to this matter as a cash outflow is not probable as of 30 June 2021.

Frigoglass S.A.I.C Notes to the Interim Condensed Financial Statements in € 000's

Note 21 - Income tax (continued)

Note:

In some countries, the tax audit is not mandatory and may only be performed under certain conditions.

Company Country Unaudited tax
years
Line of Business
Frigoglass S.A.I.C. Greece 2020 Parent Company & Service and Repair of ICM's
Frigoglass Romania SRL Romania 2017-2020 Ice Cold Merchandisers
Frigoglass Indonesia PT Indonesia 2016-2020 Ice Cold Merchandisers
Frigoglass South Africa Ltd. S. Africa 2017-2020 Ice Cold Merchandisers
Frigoglass Eurasia LLC Russia 2018-2020 Ice Cold Merchandisers
Frigoglass Guangzhou Ice Cold Eq. Ltd. China 2017-2020 Sales Office
Scandinavian Appliances A.S Norway 2016-2020 Sales Office
Frigoglass Spzoo Poland 2015-2020 Service & Repair of ICM's
Frigoglass India PVT.Ltd. India 2017-2020 Ice Cold Merchandisers
Frigoglass Switzerland AG Switzerland Service & Repair of ICM's
Frigoglass East Africa Ltd. Kenya 2018-2020 Sales Office
Frigoglass GmbΗ Germany 2017-2020 Sales Office
Frigoglass Hungary Kft Hungary 2017-2020 Service & Repair of ICM's
Frigoglass Nordic AS Norway 2016-2020 Sales Office
Frigoglass Cyprus Ltd Cyprus 2015-2020 Holding Company
Norcool Holding A.S Norway 2016-2020 Holding Company
Frigoinvest Holdings B.V Netherlands 2016-2020 Holding Company
Frigoglass Finance B.V Netherlands 2016-2020 Financial Services
3P Frigoglass Romania SRL Romania 2017-2020 Plastics
Frigoglass Global Ltd Cyprus 2015-2020 Holding Company
Beta Glass Plc. Nigeria 2014-2020 Glass Operation
Frigoglass Industries (NIG.) Ltd. Nigeria 2016-2020 Crowns & Plastics

The Group Management is not expecting significant tax liabilities to arise from the specific tax audit of the open tax years of the Company as well as of other Group entities in addition to the ones already disclosed in the consolidated financial statements and estimates that the results of the tax audit of the unaudited tax years will not significantly affect the financial position, the asset structure, the profitability and the cash flows of the Company and the Group.

Note 22 - Earnings per share

Basic & Diluted earnings per share

Basic and Diluted earnings per share are calculated by dividing the profit attributable to shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares).

The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration.

No adjustment is made to net profit (numerator).

Diluted earnings per share:

Given that the average share price for the year is not in excess of the available stock options' exercise price, there is no dilutive effect.

Consolidated Parent Company
in 000's € Six months ended Six months ended
(apart from earning per share and number of shares) 30.06.2021 30.06.2020 30.06.2021 30.06.2020
Profit / after income tax for attributable to the
shareholders of the company (11.038) 586 (2.866) (4.900)
Weighted average number of ordinary shares for the
purposes of basic earnings per share
Weighted average number of ordinary shares for the purpose
355.437.751 355.437.751 355.437.751 355.437.751
of diluted earnings per share 355.437.751 355.437.751 355.437.751 355.437.751
Basic earnings / per share (0,0311) 0,0016 (0,0081) (0,0138)
Diluted earnings / per share (0,0311) 0,0016 (0,0081) (0,0138)
Consolidated Parent Company
in 000's € Three months ended Three months ended
(apart from earning per share and number of shares) 30.06.2021 30.06.2020 30.06.2021 30.06.2020
Profit / after income tax for attributable to the
shareholders of the company
(12.248) (3.859) (1.124) (4.360)
Weighted average number of ordinary shares for the
purposes of basic earnings per share
355.437.751 355.437.751 355.437.751 355.437.751
Weighted average number of ordinary shares for the purpose
of diluted earnings per share
355.437.751 355.437.751 355.437.751 355.437.751
Basic earnings / per share (0,0345) (0,0109) (0,0032) (0,0123)
Diluted earnings / per share (0,0345) (0,0109) (0,0032) (0,0123)

Note 23 - Reconciliation of EBITDA

Six months ended Three months ended
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Consolidated
Profit / before income tax (2.094) 11.432 (8.582) (2.870)
plus: Depreciation 9.041 10.538 4.503 4.890
plus: Restructuring & Fire costs 13.833 774 13.833 774
plus: Finance costs / * 8.611 6.604 5.196 6.016
EBITDA 29.391 29.348 14.950 8.810
Revenue from contracts with customers 201.596 208.672 105.712 72.775
Margin EBITDA, % 14,6% 14,1% 14,1% 12,1%
ICM Operations
Profit / before income tax (14.440) (3.729) (13.511) (4.175)
plus: Depreciation 5.764 6.304 2.722 2.939
plus: Restructuring & Fire costs 13.833 774 13.833 774
plus: Finance costs / * 12.151 17.342 6.698 7.430
EBITDA 17.308 20.691 9.742 6.968
Revenue from contracts with customers 158.294 168.378 84.469 57.208
Margin EBITDA, % 10,9% 12,3% 11,5% 12,2%
Glass Operation
Profit / before income tax 12.346 15.161 4.930 1.305
plus: Depreciation 3.277 4.234 1.781 1.951
plus: Finance costs / * (3.540) (10.738) (1.502) (1.414)
EBITDA 12.083 8.657 5.209 1.842
Revenue from contracts with customers 43.302 40.294 21.243 15.567
Margin EBITDA, % 27,9% 21,5% 24,5% 11,8%

* Finance costs / = Interest expense - Interest income +/- Exchange Gain/Loss - Other Financial costs (Note 19)

Notes to the Interim Condensed Financial Statements in € 000's

Note 24 - Related party transactions

Truad Verwaltungs A.G is the main shareholder of Frigoglass S.A.I.C with 48,55% shareholding.

Truad Verwaltungs A.G. has also a 23% stake in Coca-Cola HBC AG share capital.

Frigoglass is the major shareholder of Frigoglass Nigeria Industries Ltd., with shareholding of 76,0%, where Coca-Cola HBC AG also owns a 23,9% equity interest.

Coca-Cola HBC AG Agreement:

Based on a contract that has been renewed until 31.12.2025, Coca-Cola HBC AG purchases ICM's from the Frigoglass Group at yearly negotiated prices.

A.G. Leventis Lease Agreement:

Truad Verwaltungs A.G. has also a 50,75% stake in A.G. Leventis Nigeria Plc.

Frigoglass Industries (NIG) Ltd. has signed an office lease agreement with A.G. Leventis (Nigeria) Plc. for its offices in Lagos, Nigeria, and freight forwarding in Nigeria.

The investments in subsidiaries are reported on Note 9.

A) The amounts of the transactions and balances with the related parties

( Coca-Cola HBC AG Group & A.G. Leventis Nigeria Plc. ) stated above were:

Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Sales of goods and services 78.044 77.866 2.599 2.483
Purchases of goods and services 953 934 -
Receivables 34.278 22.321 1.292 1.134

B) The intercompany transactions and balances of the Parent company with the Group's subsidiaries were:

Income from subsidiaries: Services fees 7.277 8.713
Income from subsidiaries: recharge development expenses 482 744
Expenses from subsidiaries: Services fees 87 86
Interest expense 1.848 1.573
Receivables 15.734 19.628
Payables 5.281 6.571
Loans payables (Note 15) 51.301 49.671
C) The fees of Management: Consolidated Parent Company
30.06.2021 30.06.2020 30.06.2021 30.06.2020
Board of Directors Fees 208 154 208 154
Wages & other short term employee benefits 1.288 1.089 993 855
Other long term employee benefits 290 324 247 282
Post employment benefits 222 144 202 124
Total fees 1.800 1.557 1.442 1.261

The company has reviewed and modified accordingly the positions included in the key management personnel.

Note 25 - Contingent Liabilities & Commitments

a) Bank Guarantee Letters and Guarantees for Loans & Senior Secured Notes :

Consolidated Parent Company
30.06.2021
31.12.2020
30.06.2021 31.12.2020
Bank Guarantee Letters 1.764 1.374 - -
Guarantees for Loans & Senior Secured Notes - - 260.000 260.000
Total 1.764 1.374 260.000 260.000

b) Other contingent liabilities & commitments:

There are no significant litigations or arbitration disputes between judicial or administrative bodies that have a significant impact on the financial statements or the operation of the Company or the Group.

c) Capital commitments:

The capital commitments contracted for but not yet incurred at the balance sheet date 30.06.2021 for the Group amounted to € 330 thousands (31.12.2020: € 126 th. ) and relate mainly to purchases of machinery.

There are no capital commitments for the parent company.

Note 26 - Post balance sheet events

There are no post-balance events which require disclosure or are likely to affect the financial statements or the operations of the Group and the Parent company.

Note 27 - Average number of personnel

The average number of personnel per operation for the Group & for the Parent company are listed below:

Consolidated Parent Company
Operations 30.06.2021 30.06.2020 30.06.2021 30.06.2020
ICM Operations 3.391 3.907 110 134
Glass Operations 1.421 1.371 - -
Total 4.812 5.278 110 134

Note 28 - Maturity of the undiscounted contractual cash flows of financial liabilities

Less than 1
year
Between 1
& 2 years
Between 2 &
5 years
Over 5
years
Total Carrying
Amount
Consolidated 30.06.2021 187.549 19.893 297.607 204 505.253 431.290
Trade creditors 74.268 - - - 74.268 74.268
Lease Liabilities 2.631 2.018 1.311 204 6.164 5.348
(excluding taxes -duties & social
security insurance payable and
customers' advances ) 41.233 - - - 41.233 41.233
Loans 69.417 17.875 296.296 - 383.588 310.441
Consolidated 31.12.2020 144.758 20.633 306.934 339 472.664 390.191
Trade creditors 42.180 - - - 42.180 42.180
Lease Liabilities 2.245 2.758 1.700 339 7.042 6.122
(excluding taxes -duties & social
security insurance payable and
customers' advances ) 29.532 - - - 29.532 29.532
Loans 70.801 17.875 305.234 - 393.910 312.357
Parent Company 30.06.2021 12.911 4.557 58.620 - 76.088 60.763
Trade creditors 3.637 - - - 3.637 3.637
Lease Liabilities 426 353 559 - 1.338 1.198
(excluding taxes -duties & social
security insurance payable and
customers' advances ) 4.627 - - - 4.627 4.627
Loans 4.221 4.204 58.061 - 66.486 51.301
Parent Company 31.12.2020 9.377 54.951 678 - 65.006 56.500
Trade creditors 3.944 - - - 3.944 3.944
Lease Liabilities 424 422 678 - 1.524 1.358
(excluding taxes -duties & social
security insurance payable and
customers' advances ) 839 - - - 839 839
Loans 4.170 54.529 - - 58.699 50.359

Notes to the Interim Condensed Financial Statements

in € 000's

Note 29 - Impact of COVID-19 pandemic

While uncertainty about the global economic recovery in 2021 remains, we are encouraged by our performance in the second quarter. In our Commercial Refrigeration business, there was a significant improvement in our customers' cooler investments in the second quarter triggered by the improved beverage consumption trends following the gradual lifting of the restrictive measures and the increased vaccination rates.

Despite the challenges and the production interruption caused by the fire incident in Romania, we anticipate sales growth in our Commercial Refrigeration business mainly driven by the improved beverage consumption trend in several of our European markets and the strong execution of the customer-centric innovation strategy.

Sales growth will be supported by increased market share in Africa and India, as well as, Frigoserve's expansion in Switzerland.

In our Glass operations, the volume growth momentum continued in the second quarter as the demand from key customers remained strong.

We anticipate growth momentum to remain in the coming quarters resulting in a double-digit sales growth in Glass Operations in 2021.

Through the solid performance of our Glass business, the successful execution of our commercial strategy, pricing initiatives and the annualized savings from last year's cost-out measures, we expect Group's EBITDA to grow this year despite the impact from the raw materials and logistics cost increase, the challenges caused by the fire incident and Naira's devaluation.

We reiterate our guidance for capital expenditure at approximately €15 million in 2021, excluding spending related to the rebuild of our plant in Romania.

With €61.2 million cash and €13 million undrawn facilities as at the end of June 2021, we are confident in meeting our working capital requirements and financing commitments in 2021, assuming no material deterioration of market conditions. Therefore the management concludes that the Group is able to continue as going concern.

Alternative Performance Measures ("APMs")

The Group uses certain Alternative Performance Measures ("APMs") in making financial, operating and planning decisions, as well as, in evaluating and reporting its performance. These APMs provide additional insights and understanding to the Group's operating and financial performance, financial condition and cash flow. The APMs should be read in conjunction with and do not replace by any means the directly reconcilable IFRS line items.

Definitions and reconciliations of Alternative Performance Measures ("APMs")

In discussing the performance of the Group, certain measures are used, which are calculated by deducting from the directly reconcilable amounts of the Financial Statements the impact of restructuring costs.

Restructuring Costs

Restructuring costs comprise costs arising from significant changes in the way the Group conducts business, such as the discontinuation of manufacturing operations. These costs are included in the Company's/Group's Income Statement, while the payment of these expenses are included in the Cash Flow Statement. However, they are excluded from EBITDA and Adjusted Free Cash Flow in order for the user to obtain a better understanding of the Group's operating and financial performance achieved from ongoing activity.

EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)

EBITDA is calculated by adding back to profit before income tax, the depreciation, the impairment of property, plant and equipment, intangible assets and right-of-use assets, net finance cost/income and restructuring costs. EBITDA margin (%) is defined as EBITDA divided by Sales from contracts with customers.

(in € 000's) 2Q21 2Q20 1H21 1H20
Profit / (Loss) before income tax (8.582) (2.870) (2.094) 11.432
Depreciation 4.503 4.890 9.041 10.538
Restructuring & fire costs 13.833 774 13.833 774
Net finance costs 5.196 6.016 8.611 6.604
EBITDA 14.950 8.810 29.391 29.348
Sales from contracts with customers 105.712 72.775 201.596 208.672
EBITDA margin, % 14,1% 12,1% 14,6% 14,1%

EBITDA is intended to provide useful information to analyze the Group's operating performance.

Net Trade Working Capital (NTWC)

Net Trade Working Capital is calculated by subtracting Trade Payables from the sum of Inventories and Trade Receivables. The Group presents Net Trade Working Capital because it believes the measure assists users of the financial statements to better understand its short term liquidity and efficiency.

(in € 000's) 30 June 2021 31 December 2020 30 June 2020
Trade debtors 100.506 55.115 83.953
Inventories 84.292 81.164 96.822
Trade creditors 74.268 42.180 55.911
Net Trade Working Capital 110.530 94.099 124.864

Free Cash Flow

Free Cash Flow is used by the Group and defined as cash generated by operating activities after cash used in investing activities. Free Cash Flow is intended to measure the cash generation from the Group's business, based on operating activities, including the efficient use of working capital and taking into account the purchases of property, plant and equipment and intangible assets. The Group presents Free Cash Flow because it believes the measure assists users of the financial statements in understanding the Group's cash generating performance as well as availability for debt service, dividend distribution and own retention.

(in € 000's) 1H21 1H20
Net cash from operating activities 8.670 5.231
Net cash from investing activities (3.762) (6.777)
Free Cash Flow 4.908 (1.546)

Adjusted Free Cash Flow

Adjusted Free Cash Flow facilitates comparability of Cash Flow generation with other companies, as well as enhances the comparability of information between reporting periods. Adjusted Free Cash Flow is calculated by excluding from the Free Cash Flow (defined above) the restructuring related payments, the proceeds from disposal of property, plant and equipment (PPE) and subsidiaries.

(in € 000's) 1H21 1H20
Free Cash Flow 4.908 (1.546)
Restructuring & fire costs 1.043 190
Proceeds from disposal of subsidiary (335)
Proceeds from disposal of Tangible Assets (242) (22)
Adjusted Free Cash Flow 5.374 (1.378)

Net Debt

Net Debt is used by management to evaluate the Group's capital structure and leverage. Net Debt is defined as long-term borrowings plus short-term borrowings (including accrued interest) plus lease liabilities less cash and cash equivalents as illustrated below.

(in € 000's) 30 June 2021 31 December 2020 30 June 2020
Long-term borrowings 253.428 252.655 251.916
Short-term borrowings 57.013 59.702 58.566
Lease liabilities (long-term
portion) 3.568 4.027 4.046
Lease liabilities (short-term
portion) 1.780 2.095 1.959
Cash and cash equivalents 61.178 70.243 63.863
Net Debt 254.611 248.236 252.624

Adjusted Net Debt

Adjusted Net Debt includes the unamortised costs related to the €260 million Senior Secured Notes issued on February 12, 2020.

(in € 000's) 30 June 2021 31 December 2020 30 June 2020
Net Debt 254.611 248.236 252.624
Unamortised issuance costs 6.572 7.345 8.084
Adjusted Net Debt 261.183 255.581 260.708

Capital Expenditure (Capex)

Capital Expenditure is defined as the purchases of property, plant and equipment and intangible assets. The Group uses capital expenditure as an APM to ensure that capital spending is in line with its overall strategy for the use of cash.

(in € 000's) 2Q21 2Q20 1H21 1H20
Purchase of PPE (2.661) (1.638) (3.830) (4.819)
Purchase of intangible assets (285) (626) (509) (1.980)
Capital expenditure (2.946) (2.264) (4.339) (6.799)

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