Quarterly Report • Aug 5, 2021
Quarterly Report
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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
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.
| 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
According to the Law 3556/2007, we state and we assert that to our knowledge:
Haralambos David
Nikolaos Mamoulis
George Pavlos Leventis
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.
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.
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.
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.
There are no post-balance events which are likely to affect the financial statements or the operations of the Group and the Parent company.
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
To the Board of directors of Frigoglass S.A.I.C.
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.
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.
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.
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
| 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/ |
43 |
| (19) | Financial expenses | 44 |
| (20) | 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 |
| 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 |
| 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/ |
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 / |
||||||
| Restructuring & Fire Costs | 11.739 | 12.206 | (2.823) | (4.617) | ||
| 20 | (13.833) | (774) | - | (245) | ||
| Profit / |
(2.094) | 11.432 | (2.823) | (4.862) | ||
| Income tax expense | 21 | (5.699) | (7.639) | (43) | (38) | |
| Profit / |
(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 / attributable to the shareholders |
22 | (0,0311) | 0,0016 | (0,0081) | (0,0138) | |
| EBITDA | 23 | 29.391 | 29.348 | (506) | (1.967) |
| 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/ |
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 / |
|||||
| Restructuring & Fire Costs | 5.251 | (2.096) | (1.100) | (4.103) | |
| (13.833) | (774) | - | (245) | ||
| Profit / |
(8.582) | (2.870) | (1.100) | (4.348) | |
| Income tax expense | (2.294) | (1.135) | (24) | (12) | |
| Profit / |
(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 / attributable to the shareholders |
(0,0345) | (0,0109) | (0,0032) | (0,0123) | ||
| EBITDA | 14.950 | 8.810 | 81 | (2.925) |
| Consolidated | |||||||
|---|---|---|---|---|---|---|---|
| Six months ended | Three months ended | ||||||
| 30.06.2021 | 30.06.2020 | 30.06.2021 | 30.06.2020 | ||||
| Profit / |
(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 / |
(6.166) | (22.717) | (3.200) | (2.232) | |||
| Total comprehensive income / |
(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 / |
(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 / |
(2.867) | (4.900) | (1.125) | (4.360) |
| 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 / |
- | - | - | 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 / |
- | - | - | (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 / |
- | - | - | (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 / |
- | - | - | (4.900) | (4.900) | |||
| Other Comprehensive income / |
||||||||
| of tax | - | - | - | - | - | |||
| Total comprehensive income / |
||||||||
| 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 / |
- | - | - | (3.079) | (3.079) | |||
| Other Comprehensive income / |
||||||||
| 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 / |
- | - | - | (2.865) | (2.865) |
| Other Comprehensive income / of tax |
- | - | - | (1) | (1) |
| Total comprehensive income / |
|||||
| 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 |
| Consolidated | Parent Company | |||||
|---|---|---|---|---|---|---|
| Note | Period ended | Period ended | ||||
| 30.06.2021 | 30.06.2020 | 30.06.2021 | 30.06.2020 | |||
| Profit / |
(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/ |
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 | ||
| (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
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
The amendment has removed the requirement for entities to exclude cash flows for taxation when measuring fair value under IAS 41.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
There are no areas that Management required to make critical judgements in applying accounting policies.
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:
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 / |
||||||
| Restructuring & Fire Costs | (607) | 12.346 | 11.739 | (2.955) | 15.161 | 12.206 |
| Fire | (13.833) | - | (13.833) | (774) | - | (774) |
| Profit / |
(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/ |
(15.741) | 7.948 | (7.793) | (6.383) | 10.176 | 3.793 |
| Profit/ |
(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% |
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.
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.
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 |
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 |
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year ended | ||||||||
| 30.06.2021 | 31.12.2020 | 30.06.2020 | ||||||
| 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 | ||
| 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 |
| 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 |
| 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 |
|---|---|---|---|---|
| ------------------------------ | ----- | ----- | ---- | ---- |
| 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
| 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.
| 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 | - | - |
| 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.
| 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.
| 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.
| 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.
| 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 |
The Group's outstanding balance of total borrowings as of June 30, 2021 amounted to €310.4 million (December 31, 2020: €312.4 million).
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.
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.
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 |
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.
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.
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) |
| 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.
in € 000's
| 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 |
| Total: Other gains/ |
107 | (52) | - | (3.718) |
|---|---|---|---|---|
| Other | (132) | (73) | - | - |
| Issuance cost - Bond | - | - | - | (3.718) |
| Profit/ 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.
in € 000's
| 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 |
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:
• 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) |
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.
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.
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.
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.
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).
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 / |
|||||
| 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 / |
(0,0311) | 0,0016 | (0,0081) | (0,0138) | |
| Diluted earnings / |
(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 / 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 / |
(0,0345) | (0,0109) | (0,0032) | (0,0123) | |
| Diluted earnings / |
(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 / |
(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 / |
(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 / |
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 /
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.
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.
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.
| 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 |
| 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.
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 |
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.
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.
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.
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 |
| 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 |
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.
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.
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 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 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 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 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 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 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 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 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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