Quarterly Report • May 12, 2021
Quarterly Report
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01.01-31.03.2021
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS
General Commerce Reg. No. 12512246000 Domicile: Magiko Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str. 17455 Alimos, Attica Greece
21
| STATEMENT OF COMPREHENSIVE INCOME (01.01.2021–31.03.2021) | |||
|---|---|---|---|
| STATEMENT OF FINANCIAL POSITION | 6 | ||
| STATEMENT OF CHANGES IN EQUITY -Group | 7 | ||
| STATEMENT OF CHANGES IN EQUITY -Company | 8 | ||
| STATEMENT OF CASH FLOWS | 9 |
| 21 | |
|---|---|
| Contents | |||
|---|---|---|---|
| 1. | Information about the Group | 10 | |
| 2. | Basis of Preparation of the interim condensed financial information and Significant Accounting Policies |
12 | |
| 2.1 | Basis of Preparation | 12 | |
| 2.2 | New standards, amendments to standards and interpretations | 13 | |
| 2.3 | Significant Accounting Estimates and Assumptions | 15 | |
| 3. | Notes on the Financial Statements | 16 | |
| 3.1 | Developments and Performance of the Group | 16 | |
| 3.2 | Discontinued Operations | 18 | |
| 3.3 | Segment Reporting | 19 | |
| 3.4 | Other Operating Income | 23 | |
| 3.5 | Other Gains / Losses | 24 | |
| 3.6 | Number of Employees | 24 | |
| 3.7 | Other Operating Expenses | 24 | |
| 3.8 | Financial income/(expenses) | 25 | |
| 3.9 | Earnings per Share (Consolidated) | 25 | |
| 3.10 | Income Tax | 26 | |
| 3.11 | Tangible Fixed Assets | 27 | |
| 3.12 | Right-of-use assets | 28 | |
| 3.13 | Fixed assets held for sale | 29 | |
| 3.14 | Intangible Assets | 29 | |
| 3.15 | Other Long-term Receivables | 30 | |
| 3.16 | Trade and other receivables | 31 | |
| 3.17 | Bank Debt | 32 | |
| 3.18 | Net Debt | 33 | |
| 3.19 | Employee Benefits | 33 | |
| 3.20 | Suppliers and Other Short-Term Liabilities | 37 | |
| 3.21 | Transactions with Related Parties | 38 | |
| 3.22 | Investments | 39 | |
| 3.23 | Commitments and Contingent Liabilities | 41 | |
| 3.24 | Reclassification of Items | 41 | |
| 3.25 | Significant Events | 41 | |
| 3.26 | Events after the Balance Sheet Date | 50 | |
| 3.27 | Online availability of financial report | 51 | |
Amounts in thousand Euro, unless stated otherwise
Contents >>
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/03/2021 | 1/1 - 31/03/2020 | 1/1 - 31/03/2021 | 1/1 - 31/03/2020 | |
| Turnover | 111,367 | 73,991 | 1,329 | 1,220 | |
| Cost of Sales | (66,947) | (56,789) | (1,297) | (1,077) | |
| Gross Profit/(loss) - continuing operations | 44,420 | 17,202 | 32 | 143 | |
| Other Operating Income | 3.4 | 226 | 126 | 31 | 9 |
| Selling Expenses | (8,175) | (7,811) | - | - | |
| Administrative Expenses | (4,198) | (3,629) | (230) | (262) | |
| Research and Development Expenses | (385) | (426) | - | - | |
| Other Operating Expenses | 3.7 | (1,562) | (317) | (93) | - |
| Other gain / (losses) | 3.5 | (202) | 220 | (1) | 5 |
| Operating Profit /(loss) before interest and tax - continuing operations | 30,124 | 5,365 | (261) | (105) | |
| Financial Income | 3.8 | 236 | 479 | - | - |
| Financial Expenses | 3.8 | (1,120) | (1,149) | (3) | (129) |
| Income from Dividends | - | - | - | - | |
| Profit / (loss) from companies consolidated with the Equity Method | 3.22 | 154 | 41 | - | - |
| Profit / (Loss) from Participations | - | - | - | - | |
| Profit/(loss) before Tax - continuing operations | 29,394 | 4,736 | (264) | (234) | |
| Income Tax | 3.10 | (4,861) | (1,220) | (6) | 1 |
| Profit/(loss) after tax (Α) - continuing operations | 24,533 | 3,516 | (270) | (233) | |
| Profit/(loss) after tax (Α) - discontinued operations | 3.2 | 8 | (626) | - | - |
| Profit/(loss) after tax (Α) | 24,541 | 2,890 | (270) | (233) | |
| FX differences from translation of foreign Balance Sheets | 3,110 | (2,511) | - | - | |
| Actuarial profit/(loss) | 6,406 | 4,356 | - | - | |
| Other comprehensive income after taxes (B) - continuing operations | 9,516 | 1,845 | - | - | |
| FX differences from translation of foreign Balance Sheets | 24 | (37) | - | - | |
| Actuarial profit/(loss) | - | - | - | - | |
| Other comprehensive income after taxes (B) - discontinued operations | 24 | (37) | - | - | |
| FX differences from translation of foreign Balance Sheets | 3,134 | (2,548) | - | - | |
| Actuarial profit/(loss) | 6,406 | 4,356 | - | - | |
| Other comprehensive income after taxes (B) | 9,540 | 1,808 | - | - | |
| Total comprehensive income after taxes (A) + (B) - continuing operations | 34,049 | 5,361 | (270) | (233) | |
| Total comprehensive income after taxes (A) + (B) - discontinued operations | 32 | (663) | - | - | |
| Total comprehensive income after taxes (A) + (B) | 34,081 | 4,698 | (270) | (233) |
Contents >>
| Group | Company | |||
|---|---|---|---|---|
| Continuing operations | 1/1 - 31/03/2021 | 1/1 - 31/03/2020 | 1/1 - 31/03/2021 | 1/1 - 31/03/2020 |
| Profit / (loss) after tax | ||||
| Attributed to: | ||||
| Owners of the parent | 24,398 | 3,415 | - | - |
| Non controlling interest | 135 | 101 | - | - |
| Total comprehensive income / (loss) after taxes | ||||
| Attributed to: | ||||
| Owners of the parent | 33,918 | 5,262 | - | - |
| Non controlling interest | 131 | 99 | - | - |
| Discontinued operations | ||||
| Profit / (loss) after tax | ||||
| Attributed to: | ||||
| Owners of the parent | 8 | (626) | - | - |
| Non controlling interest | - | - | - | - |
| Total comprehensive income / (loss) after taxes | ||||
| Attributed to: | ||||
| Owners of the parent | 32 | (663) | - | - |
| Non controlling interest | - | - | - | - |
| Total Operations | ||||
| Profit / (loss) after tax | ||||
| Attributed to: | ||||
| Owners of the parent | 24,406 | 2,789 | - | - |
| Non controlling interest | 135 | 101 | - | - |
| Total comprehensive income / (loss) after taxes | ||||
| Attributed to: | ||||
| Owners of the parent | 33,950 | 4,599 | - | - |
| Non controlling interest | 131 | 99 | - | - |
| Profit/(loss) allocated to shareholders per share - continuing operations Number of shares |
43,419 | 43,737 | ||
| Earnings/(loss) per share | 3.9 0.5619 |
0.0781 | ||
| Profit/(loss) allocated to shareholders per share - discontinued operations | ||||
| Number of shares | 43,419 | 43,737 | ||
| Earnings/(loss) per share | 3.9 0.0002 |
(0.0143) | ||
| Profit/(loss) allocated to shareholders per share | ||||
| Number of shares | 43,419 | 43,737 | ||
| Earnings/(loss) per share | 3.9 0.5621 |
0.0638 |
| Group | Company | |||
|---|---|---|---|---|
| Note | 31/3/2021 | 31/12/2020 | 31/3/2021 | 31/12/2020 |
| ASSETS | ||||
| Non-Current Assets | ||||
| Tangible fixed assets 3.11 |
144,034 | 131,512 | 347 | 357 |
| Rights-of-use assets 3.12 |
3,589 | 13,197 | 629 | 55 |
| Investment property | 113 | 113 | - | - |
| Intangible Assets 3.14 |
10,652 | 10,655 | 366 | 401 |
| Investments in subsidiaries 3.22 |
- | - | 73,858 | 73,858 |
| Investments in joint ventures 3.22 |
15,103 | 15,068 | 3,819 | 3,819 |
| Other long term receivables 3.15 |
4,998 | 5,034 | 1,157 | 1,157 |
| Deferred tax assets | 561 | 588 | 160 | 166 |
| Total non-Current Assets | 179,050 | 176,167 | 80,336 | 79,813 |
| Current Assets | ||||
| Inventories | 57,672 | 55,338 | - | - |
| Income tax prepaid | 336 | 278 | 33 | 26 |
| Trade receivables 3.16 |
74,226 | 56,863 | 11 | 12 |
| Other debtors 3.16 |
9,807 | 7,211 | 90 | 194 |
| Fixed assets held for sale 3.13 |
5,733 | 5,478 | - | - |
| Cash and Cash Equivalents | 61,816 | 40,824 | 81 | 163 |
| Total Current Assets | 209,590 | 165,992 | 215 | 395 |
| TOTAL ASSETS | 388,640 | 342,159 | 80,551 | 80,208 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share Capital | 28,869 | 28,869 | 28,869 | 28,869 |
| Share premium | 21,524 | 21,524 | 21,644 | 21,644 |
| Other reserves | 24,296 | 21,158 | 13,550 | 13,550 |
| Retained earnings | 130,356 | 99,548 | 12,290 | 12,560 |
| Total Shareholders' equity | 205,045 | 171,099 | 76,353 | 76,623 |
| Non controlling interest | 3,615 | 3,484 | - | - |
| Total Equity | 208,660 | 174,583 | 76,353 | 76,623 |
| Long Term Liabilities | ||||
| Long Term Debt 3.17 |
42,625 | 46,691 | - | - |
| Liabilities from leases 3.12 |
2,490 | 3,210 | 500 | 25 |
| Provisions for Employee Benefits 3.19 |
8,296 | 16,012 | 241 | 238 |
| Other provisions | - | 5 | 305 | 317 |
| Deferred Tax Liabilities | 3,989 | 2,111 | - | - |
| Other Long Term Liabilities | 276 | 242 | 1 | 1 |
| Total Long Term Liabilities | 57,676 | 68,271 | 1,047 | 581 |
| Short Term Liabilities | ||||
| Short Term Debt 3.17 |
24,827 | 26,311 | 960 | 960 |
| Liabilities from leases 3.12 |
1,052 | 2,822 | 129 | 31 |
| Income Tax | 9,216 | 7,383 | 56 | 56 |
| Suppliers 3.20 |
47,515 | 29,697 | 545 | 531 |
| Other short-term liabilities 3.20 |
39,694 | 33,092 | 1,461 | 1,426 |
| Total Short Term Liabilities | 122,304 | 99,305 | 3,151 | 3,004 |
| TOTAL LIABILITIES | 179,980 | 167,576 | 4,198 | 3,585 |
| TOTAL EQUITY & LIABILITIES | 388,640 | 342,159 | 80,551 | 80,208 |
Amounts in thousand Euro, unless stated otherwise STATEMENT OF CHANGES IN EQUITY
| Share Capital | Share Premium | Other Reserves | Treasury shares reserve |
FX translation reserves |
Retained earnings |
Total before non controlling interest |
Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 01/01/2020 | 28,869 | 21,524 | 33,596 | (10) | (8,954) | 68,353 | 143,378 | 2,971 | 146,349 |
| Profit / (losses) for the period | - | - | - - |
- | 2,789 | 2,789 | 101 | 2,890 | |
| Other comprehensive income | - | - | - - |
(2,546) | 4,356 | 1,810 | (2) | 1,808 | |
| Distribution of earnings | - | - | - - |
- | - | - | - | - | |
| Dividends | - | - | - - |
- | - | - | - | - | |
| Other changes | - | - | - - |
- | (6) | (6) | - | (6) | |
| Purchase of treasury shares | - | - | - - |
- | - | - | - | - | |
| Changes during the period | - | - | - - |
(2,546) | 7,139 | 4,593 | 99 | 4,692 | |
| Balance as at 31/03/2020 | 28,869 | 21,524 | 33,596 | (10) | (11,500) | 75,492 | 147,971 | 3,070 | 151,041 |
| Balance as at 01/01/2021 | 28,869 | 21,524 | 33,891 | (786) | (11,947) | 99,548 | 171,099 | 3,484 | 174,583 |
| Profit / (losses) for the period | - | - | - - |
- | 24,406 | 24,406 | 135 | 24,541 | |
| Other comprehensive income | - | - | - - |
3,138 | 6,406 | 9,544 | (4) | 9,540 | |
| Distribution of earnings | - | - | - - |
- | - | - | - | - | |
| Dividends | - | - | - - |
- | - | - | - | - | |
| Other changes | - | - | - - |
- | (4) | (4) | - | (4) | |
| Purchase of treasury shares | - | - | - - |
- | - | - | - | - | |
| Changes during the period | - | - | - - |
3,138 | 30,808 | 33,946 | 131 | 34,077 | |
| Balance as at 31/03/2021 | 28,869 | 21,524 | 33,891 | (786) | (8,809) | 130,356 | 205,045 | 3,615 | 208,660 |
| Share Capital | Share Premium | Other Reserves | Treasury shares reserve |
FX translation reserves |
Retained earnings | Total | |
|---|---|---|---|---|---|---|---|
| Balance as at 01/01/2020 | 28,869 | 21,644 | 14,208 | (10) | 16 | 6,016 | 70,743 |
| Profit / (losses) for the period | - | - | - | - | - | (233) | (233) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Other changes | - | - | - | - | - | - | - |
| Purchase of treasury shares | - | - | - | - | - | - | - |
| Changes during the period | - | - | - | - | - | (233) | (233) |
| Balance as at 31/03/2020 | 28,869 | 21,644 | 14,208 | (10) | 16 | 5,783 | 70,510 |
| Balance as at 01/01/2021 | 28,869 | 21,644 | 14,320 | (786) | 16 | 12,560 | 76,623 |
| Profit / (losses) for the period | - | - | - | - | - | (270) | (270) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Other changes | - | - | - | - | - | - | - |
| Purchase of treasury shares | - | - | - | - | - | - | - |
| Changes during the period | - | - | - | - | - | (270) | (270) |
| Balance as at 31/03/2021 | 28,869 | 21,644 | 14,320 | (786) | 16 | 12,290 | 76,353 |
Amounts in thousand Euro, unless stated otherwise
| Note | Group | Company | ||||
|---|---|---|---|---|---|---|
| 1/1 - 31/03/2021 | 1/1 - 31/03/2020 | 1/1 - 31/03/2021 | 1/1 - 31/03/2020 | |||
| Cash flows from Operating Activities | ||||||
| Profit before Taxes and Non controlling interest - continuing | ||||||
| operations | 29,394 | 4,736 | (264) | (234) | ||
| Profit before Taxes and Non controlling interest - discontinued | ||||||
| operations | 8 | (626) | - | - | ||
| Plus / (minus) adjustments for: | ||||||
| Depreciation | 5,834 | 4,388 | 79 | 72 | ||
| Provisions | 655 | 1,612 | (352) | 156 | ||
| FX differences | 278 | (259) | 1 | 1 | ||
| (Profit)/loss from sale of fixed assets | 322 | 140 | - | (5) | ||
| Dividends | (401) | - | - | - | ||
| Impairment of fixed assets | 840 | - | - | - | ||
| Interest and Other financial income/(expenses) (Profit) / loss from companies consolidated with the Equity |
884 | 663 | 3 | 129 | ||
| method | (154) | (41) | - | - | ||
| Operating Profit before adjustments in working capital | 37,660 | 10,613 | (533) | 119 | ||
| (Increase)/decrease in receivables | (18,159) | (5,905) | 40 | 546 | ||
| (Increase)/decrease in inventories | (1,963) | 1,093 | - | - | ||
| Increase/(decrease) in liabilities (apart from banks-taxes) | 21,254 | (459) | 445 | (783) | ||
| Other non cash transactions | - | (5) | 3 | 2 | ||
| Cash generated from Operating activities | 38,792 | 5,337 | (45) | (116) | ||
| Interest Paid | (444) | (809) | - | (126) | ||
| Other financial income/(expenses) | (28) | (48) | (3) | (3) | ||
| Taxes | (2,721) | (570) | - | - | ||
| Cash flows from operating activities (a) | 35,599 | 3,910 | (48) | (245) | ||
| Investing Activities | ||||||
| Proceeds from sales of tangible and intangible assets | - | 104 | (3) | (5) | ||
| Interest received | 58 | 2 | - | - | ||
| Dividends received | 88 | 99 | - | - | ||
| Increase (decrease) of investments in subsidiaries | - | - | - | - | ||
| Purchase of tangible and intangible assets | (6,148) | (3,725) | - | 18 | ||
| Investment grants | - | - | - | - | ||
| Cash flow from investing activities (b) | (6,002) | (3,520) | (3) | 13 | ||
| Financing activities | ||||||
| Proceeds from loans | - | 10,996 | - | - | ||
| Purchase of treasury shares | - | - | - | - | ||
| Repayment of loans | (6,468) | (1,296) | - | (1) | ||
| Financial leases | (3,124) | (1,201) | (31) | (64) | ||
| Dividends paid | - | - | - | - | ||
| Cash flow from financing activities (c) | (9,592) | 8,499 | (31) | (65) | ||
| Net increase /(decrease) in Cash and Cash Equivalents | 20,005 | 8,889 | (82) | (297) | ||
| Cash and Cash Equivalents at beginning of period | 40,824 | 22,051 | 163 | 505 | ||
| Effect from changes in foreign exchange rates on cash reserves | 987 | (240) | - | - | ||
| Cash and Cash Equivalents at end of period | 61,816 | 30,700 | 81 | 208 | ||
The accompanying notes that are presented in pages 10-52 form an integral part of the present financial statements. The accompanying notes that are presented in pages 9 – 44 form an integral part of the present financial statements.
The company THRACE PLASTICS CO S.A. as it was renamed following the approval and the alteration of its name on GEMI (hereinafter the "Company") was founded in 1977. It is based in Magiko of municipality of Avdira in Xanthi, Northern Greece, and is registered in the Public Companies (S.A.) Register under Reg. No. 11188/06/Β/86/31 and in the General Commercial Register under Reg. No. 12512246000.
The main objective of the Company was altered as result of the spin-off of the business segment of production and trade of industrial packaging products of the Company and the subsequent amendment of the relevant article 3 of the Company's Articles of Association, according to the precise form that was previously announced by the Company, and in line with the clauses of article 27, paragraph 3, case d' of P.L. 2190/1920. The aim of the Company and its main objective is to participate in the capital of companies and to finance companies of any legal form, kind and objective, either listed or non-listed on organized market, as well as the provision of Administrative - Financial - IT Services to its Subsidiaries.
The Company is the parent of Group of companies (hereinafter the "Group"), which operate mainly in two sectors, the technical fabrics sector and the packaging sector.
The Company's shares are listed on the Athens Exchange since June 26, 1995.
The company's shareholders, with equity stakes above 5%, as of 31/3/2021 were the following:
| Chalioris Konstantinos | 43.29% |
|---|---|
| ChalioriEyfimia | 20.85% |
The Group maintains production and trade facilities in Greece, United Kingdom, Ireland, Sweden, Norway, Serbia, Bulgaria, U.S.A. and Romania. On 31st March 2021, the Group along with its joint ventures employed in total 2.155 employees of which 1,223 in Greece.
The structure of the Group as of 31st March 2021 was as follows:
| Company | Registered Offices | Participation Percentage of Parent Company |
Participa tion Per centage of Group |
Consolidation Method |
|---|---|---|---|---|
| Thrace Plastics CO S.A. | GREECE-Xanthi | Parent | - | Full |
| Don & Low LTD | SCOTLAND-Forfar | 100.00% | 100.00% | Full |
| Don & Low Australia Pty LTD | AUSTRALIA | - | 100.00% | Full |
| Thrace Nonwovens & Geosynthetics Single Person S.A. |
GREECE-Xanthi | 100.00% | 100.00% | Full |
| Saepe LTD | CYPRUS-Nicosia | - | 100.00% | Full |
| Thrace Asia | HONG KONG | - | 100.00% | Full |
| Thrace Protect S.M.P.C. | GREECE-Xanthi | - | 100.00% | Full |
| Thrace Plastics Pack S.A. | GREECE-Ioannina | 92.94% | 92.94% | Full |
| Thrace Greiner Packaging SRL | ROMANIA - Sibiou | - | 46.47% | Equity |
| Thrace Plastics Packaging D.O.O. | SERBIA-Nova Pazova | - | 92.94% | Full |
| Trierina Trading LTD | CYPRUS-Nicosia | - | 92.94% | Full |
| Thrace Ipoma A.D. | BULGARIA-Sofia | - | 92.83% | Full |
| Synthetic Holdings LTD | N. IRELAND-Belfast | 100.00% | 100.00% | Full |
| Thrace Synthetic Packaging LTD | IRELAND - Clara | - | 100.00% | Full |
| Arno LTD | IRELAND -Dublin | - | 100.00% | Full |
| Synthetic Textiles LTD | N. IRELAND-Belfast | - | 100.00% | Full |
| Thrace Polybulk A.B. | SWEDEN -Köping | - | 100.00% | Full |
| Thrace Polybulk A.S. | NORWAY-Brevik | - | 100.00% | Full |
| Lumite INC. | U.S.A. - Georgia | - | 50.00% | Equity |
| Adfirmate LTD | CYPRUS-Nicosia | - | 100.00% | Full |
| Pareen LTD | CYPRUS-Nicosia | - | 100.00% | Full |
| Thrace Linq INC. | U.S.A. - South Carolina | - | 100.00% | Full |
| Thrace Polyfilms Single Person S.A. |
GREECE - Xanthi | 100.00% | 100.00% | Full |
| Thrace Greenhouses S.A. | GREECE - Xanthi | 50.91% | 50.91% | Equity |
| Thrace Eurobent S.A. | GREECE - Xanthi | 51.00% | 51.00% | Equity |
The present interim condensed financial information has been prepared according to the International Financial Reporting Standards (I.F.R.S.), including the International Accounting Standards (I.A.S.) and interpretations that have been issued by the International Financial Reporting Interpretations Committee (I.F.R.I.C.), as such have been adopted by the European Union until 31st March 2021. The basic accounting principles that were applied for the preparation of the interim condensed financial information of the period ended 31st March 2021 are the same as those applied for the preparation of the Financial Statements for the year ended 31st December 2020.
When deemed necessary, the comparative data have been reclassified in order to conform to possible changes in the presentation of the data of the current period.
Differences that possibly appear between accounts in the interim condensed financial information and the respective accounts in the notes are due to roundings.
The interim condensed financial information has been prepared according to the historic cost principle, as such is disclosed in the Company's accounting principles presented below.
Moreover, the Group's and Company's interim condensed financial information has been prepared according to the "going concern" principle taking into account all the macroeconomic and microeconomic factors and their effect on the smooth operation of the Group and the Company.
The interim condensed financial information of the Group THRACE PLASTICS Co. S.A. is posted on the internet, on the website www.thracegroup.gr.
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 under progress.
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.
IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions' (effective for annual periods beginning on or after 1 April 2021)
The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover rental concessions that reduce leases due only on or before 30 June 2022. The amendment has not yet been endorsed by the EU.
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020, supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for
using current values instead of historical cost. The standard has not yet been endorsed by the EU.
IAS 16 (Amendment) 'Property, Plant and Equipment – Proceeds before Intended Use' (effective for annual periods beginning on or after 1 January 2022)
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts of proceeds and costs relating to such items produced that are not an output of the entity's ordinary activities. The amendment has not yet been endorsed by the EU.
The amendment clarifies that 'costs to fulfill 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 has not yet been endorsed by the EU.
IFRS 3 (Amendment) 'Reference to the Conceptual Framework' (effective for annual periods beginning on or after 1 January 2022)
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS 37, at the acquisition date. The amendment has not yet been endorsed by the EU.
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.
IAS 8 (Amendments) 'Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting
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.
Annual Improvements to IFRS Standards 2018–2020 (effective for annual periods beginning on or after 1 January 2022)
The amendments set out below include changes to three IFRSs. 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.
The preparation of the interim condensed financial information in accordance with International Financial Reporting Standards (IFRS) requires the management to make estimates and assumptions that may affect the accounting balances of assets and liabilities, the required disclosure of contingent assets and liabilities at the date of the interim condensed financial information as well as the amounts of revenues and expenses that have been recognized during the reported period. The use of the available information, which is based in historical data and assumptions and the implementation of subjective evaluation are necessary in order to conduct estimates. The actual future results may differ from the above estimates and these differences may affect the interim condensed financial information. Estimates and relative assumptions are revised constantly. The revisions in accounting estimations are recognized in the period they occur if the revision affects only the specific period or in the revised period and the future periods if the revisions affect the current and the future periods.
For the preparation of the interim condensed financial information, the significant accounting estimates and assumptions by the Management in the application of the accounting policies of the Group and the Company, as well as the main sources for the assessment of uncertainty are the same as those adopted during the preparation of the annual financial statements as of December 31, 2020.
The following table depicts the Group's financial results from continuing operations for the period ended March 31, 2021.
| Financial Results of 1st Quarter 2021 (CONTINUING OPERATIONS) |
||||||
|---|---|---|---|---|---|---|
| (amounts in thousand Euro) | 1st Quarter 2021 | 1st Quarter 2020 | % Change | |||
| Turnover | 111,367 | 73,991 | 50.5% | |||
| Gross Profit | 44,420 | 17,202 | 158.2% | |||
| Gross Profit Margin | 39.9% | 23.2% | ||||
| ΕΒΙΤ | 30,124 | 5,365 | 461.5% | |||
| EBIT Margin | 27.0% | 7.3% | ||||
| EBITDA | 35,958 | 9,521 | 277.7% | |||
| EBITDA Margin | 32.3% | 12.9% | ||||
| Adjusted EBITDA | 36,691 | 9,521 | 285.4% | |||
| Adjusted EBITDA Margin | 32.9% | 12.9% | ||||
| EBT | 29,394 | 4,736 | 520.7% | |||
| EBT Margin | 26.4% | 6.4% | ||||
| Total EAT | 24,533 | 3,516 | 597.8% | |||
| EAT Margin | 22.0% | 4.8% | ||||
| Total EATAM | 24,398 | 3,415 | 614.4% | |||
| EATAM Margin | 21.9% | 4.6% | ||||
| Earnings per Share (in euro) | 0.5619 | 0.0781 | 619.7% |
Adjusted EBITDA does not include expenses of € 733, which relate to the operational reorganization of Don & Low LTD. This subsidiary reduced its presence in woven technical fabrics, while increasing its production capacity in non-woven technical fabrics. The relevant costs relate to the impairment of the company's fixed machinery equipment.
For completeness purposes, the following table includes the financial results of the Group for the period ended March 31, 2021 in total, both from continuing and discontinued operations:
| Financial Results of 1st Quarter 2021 (CONTINUING & DISCONTINUED OPERATIONS) |
||||||
|---|---|---|---|---|---|---|
| (amounts in thousand Euro) | 1st Quarter 2021 | 1st Quarter 2020 | % Change | |||
| Turnover | 111,367 | 78,401 | 42.0% | |||
| Gross Profit | 44,420 | 17,520 | 153.5% | |||
| Gross Profit Margin | 39.9% | 22.3% | ||||
| ΕΒΙΤ | 30,088 | 4,732 | 535.8% | |||
| EBIT Margin | 27.0% | 6.0% | ||||
| EBITDA | 35,922 | 9,120 | 293.9% | |||
| EBITDA Margin | 32.3% | 11.6% | ||||
| Adjusted EBITDA | 36,691 | 9,521 | 285.4% | |||
| Adjusted EBITDA Margin | 32.9% | 12.1% | ||||
| EBT | 29,402 | 4,110 | 615.4% | |||
| EBT Margin | 26.4% | 5.2% | ||||
| Total EAT | 24,541 | 2,890 | 749.2% | |||
| EAT Margin | 22.0% | 3.7% | ||||
| Total EATAM | 24,406 | 2,789 | 775.1% | |||
| EATAM Margin | 21.9% | 3.6% | ||||
| Earnings per Share (in euro) | 0.5621 | 0.0638 | 781.5% |
Due to the decision to permanently discontinue the production activity of Thrace Linq INC, which was decided in order for the Group to focus on profitable business activities, this specific business activity is recorded in the income statement and the other comprehensive income as discontinued operations.
| Discontinued Operations | Thrace Linq INC | ||
|---|---|---|---|
| Statement of Comprehensive Income | 31.03.2021 | 31.03.2020 | |
| Turnover | - | 4,410 | |
| Cost of Sales | - | (4,091) | |
| Gross Profit / (Loss) | - | 319 | |
| Non-Operating Income / (Expenses) | (68) | (1,045) | |
| Earnings / (Losses) before Taxes | (68) | (726) | |
| Taxes | - | - | |
| Earnings / (Losses) after Taxes | (68) | (726) | |
| Intra- group Eliminations | 76 | 100 | |
| Earnings / (Losses) after Taxes | 8 | (626) |
| Discontinued Operations | Thrace Linq INC |
|---|---|
| Cash Flows | 31.03.2021 |
| Cash Flows from operating activities | (287) |
| Cash Flows from investment activities | - |
| Cash Flows from Financing Activities | - |
| Change in Cash and Cash Equivalents | (287) |
| Cash Flows 31.12.2020 | 582 |
| Foreign Exchange Differences | 19 |
| Cash Flows 31.03.2021 | 314 |
The operating segments (business units) are structured based on the different product category, the structure of the Group's management and the internal reporting system. Using the criteria as defined in the financial reporting standards and based on the Group's different activities, the Group's business activity is divided into two sectors, namely the "Technical Fabrics" and the "Packaging" sector.
The information related to the business activities that constitute separate segments for reporting purposes, have been aggregated and depicted in the category "Other", which includes the agricultural sector and the activities of the Parent Company The operating segments of the Group are as follows:
During the year 2020, which was characterized by the spread of the coronavirus Covid 19 pandemic, the Group faced significantly increased demand for specific products in its existing product portfolio and particularly in the area of technical fabrics for personal protection and health applications (Personal Protective Equipment). The Group, taking advantage of the technological capabilities of its modern production lines and its know-how that is developed in technical fabrics, managed to respond to the significantly increased demand, using the existing production lines and channeling a large part of the already produced quantities towards applications in this sector, while proceeding with targeted investments, such as production lines of surgical masks and production line of technical non-woven fabrics Meltblown (as it has been already announced to the investors' community with the corporate announcements as of 04/05/2020 and 01/10/2020).
From a commercial point of view, the Group during the previous year developed its customer base through the available sales networks per country, based on the individual market needs of each country, through its subsidiaries and regardless of the reference segment, either by channeling the products to the retail market or entering into agreements with the authorities of the local health systems.
IIn the first quarter of 2021, the Group continued to support this industry, according to the market's needs, maintaining at the same time the product mix transformation, thus achieving the sale of higher profitability products. The total Earnings before Taxes at Group level for the first quarter of 2021 amounted to € 29.4 million, out of which, € 20.6 million, according to Management estimates, was a consequence of the above conditions and especially due to the change of product mix; specifically € 20.5 million were allocated to the "Technical Fabrics" segment and € 0.1 million were allocated to the "Packaging" segment.
It should be noted that part of the specific investments made (such as the production line of technical non-woven fabrics meltblown), in case of a lower demand for personal protection and health products in the future, will be used for the production of other products and in order to serve alternative markets and applications.
| BALANCE SHEET OF 31.03.2021 | TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 260,945 | 117,747 | 80,628 | (70,680) | 388,640 |
| INCOME STATEMENT FOR THE PERIOD FROM 01.01 –31.03.2021 |
TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
| Turnover | 85,194 | 28,360 | 1,329 | (3,516) | 111,367 |
| Cost of sales | (48,083) | (21,046) | (1,297) | 3,479 | (66,947) |
| Gross profit | 37,111 | 7,314 | 32 | (37) | 44,420 |
| Other operating income | 159 | 69 | 31 | (33) | 226 |
| Distribution expenses | (5,911) | (2,162) | - | (102) | (8,175) |
| Administrative expenses | (3,106) | (942) | (230) | 80 | (4,198) |
| Research and Development Expenses | (297) | (88) | - | - | (385) |
| Other operating expenses | (1,064) | (405) | (93) | - | (1,562) |
| Other Income / (Losses) | (203) | (3) | (1) | 5 | (202) |
| Operating profit / (loss) | 26,689 | 3,783 | (261) | (87) | 30,124 |
Amounts in thousand Euro, unless stated otherwise
| INCOME STATEMENT FOR THE PERIOD FROM 01.01 –31.03.2021 |
TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
|---|---|---|---|---|---|
| Interest & related (expenses)/income | (622) | (277) | (3) | 18 | (884) |
| Income from dividends | - | - | - | - | - |
| Profit / (loss) from companies consolidated with the Equity method |
164 | 234 | (244) | - | 154 |
| Earnings / (losses) before tax (Continuing operations) |
26,231 | 3,740 | (508) | (69) | 29,394 |
| Earnings / (losses) before tax (Discontinued operations) |
8 | - | - | - | 8 |
| Total Earnings / (losses) before tax | 26,239 | 3,740 | (508) | (69) | 29,402 |
| Depreciation from continuing operations |
4,199 | 1,556 | 78 | - | 5,833 |
| Depreciation from discontinued operations |
- | - | - | - | - |
| Total Depreciation | 4,199 | 1,556 | 78 | - | 5,833 |
| Earnings / (losses) before interest, tax, depreciation & amortization from continuing operations (EBITDA) |
30,888 | 5,339 | (183) | (87) | 35,958 |
| Earnings / (losses) before interest, tax, depreciation & amortization from discontinued operations (EBITDA) |
(36) | - | - | - | (36) |
| Total Earnings / (losses) before interest, tax, depreciation & amortization (EBITDA) |
30,852 | 5,339 | (183) | (87) | 35,922 |
| BALANCE SHEET OF 31.12.2020 | TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 218,642 | 113,405 | 80,529 | (70,417) | 342,159 |
| INCOME STATEMENT FOR THE PERIOD FROM 01.01 –31.03.2020 |
TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
| Turnover | 51,745 | 23,757 | 1,220 | (2,731) | 73,991 |
| Cost of sales | (40,651) | (17,744) | (1,077) | 2,683 | (56,789) |
| Gross profit | 11,094 | 6,013 | 143 | (48) | 17,202 |
| Other operating income | 98 | 41 | 15 | (28) | 126 |
| Distribution expenses | (5,680) | (2,013) | - | (118) | (7,811) |
| Administrative expenses | (2,592) | (928) | (265) | 156 | (3,629) |
| Research and Development Expenses | (341) | (85) | - | - | (426) |
| Other operating expenses | (36) | (286) | 3 | 2 | (317) |
| Other Income / (Losses) | 249 | (28) | (1) | - | 220 |
| Operating profit / (loss) | 2,792 | 2,714 | (105) | (36) | 5,365 |
| Interest & related (expenses)/income | (190) | (358) | (129) | 7 | (670) |
| (Profit) / loss from investments in subsidiaries or J/Vs |
- | - | - | - | - |
| Income from dividends | - | - | - | - | - |
| Profit / (loss) from companies consolidated with the Equity method |
175 | 142 | (276) | - | 41 |
| Earnings / (losses) before tax (Continuing operations) |
2,777 | 2,498 | (510) | (29) | 4,736 |
| Earnings / (losses) before tax (Discontinued operations) |
(626) | - | - | - | (626) |
| Total Earnings / (losses) before tax | 2,151 | 2,498 | (510) | (29) | 4,110 |
| Depreciation from continuing operations |
2,627 | 1,456 | 73 | - | 4,156 |
| Depreciation from discontinued operations |
232 | - | - | - | 232 |
| Total Depreciation | 2,859 | 1,456 | 73 | - | 4,388 |
| INCOME STATEMENT FOR THE PERIOD FROM 01.01 –31.03.2020 |
TECHNICAL FABRICS |
PACKAGING | OTHER | INTRA SEGMENT ELIMINATIONS |
GROUP |
|---|---|---|---|---|---|
| Earnings / (losses) before interest, tax, depreciation & amortization from continuing operations (EBITDA) |
5,419 | 4,170 | (32) | (36) | 9,521 |
| Earnings / (losses) before interest, tax, depreciation & amortization from discontinued operations (EBITDA) |
(401) | - | - | - | (401) |
| Total Earnings / (losses) before interest, tax, depreciation & amortization (EBITDA) |
5,018 | 4,170 | (32) | (36) | 9,120 |
| Other Operating Income | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Grants * | 45 | 18 | - | - |
| Income from rents | 14 | 6 | - | - |
| Income from provision of services | - | - | - | - |
| Income from prototype materials | 8 | 9 | - | - |
| Reverse entry of not utilized provisions |
- | 5 | - | - |
| Income from electric energy management programs |
113 | 69 | - | - |
| Other operating income | 46 | 19 | 31 | 9 |
| Total | 226 | 126 | 31 | 9 |
* refers to the following grants awarded: recruitment of new graduates as well as professional training of the Group's employees.
| Other Gains / (Losses) | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Gain / (Losses) from sale of fixed assets | (323) | (36) | - | 5 |
| Foreign Exchange Differences | 121 | 256 | (1) | - |
| Total | (202) | 220 | (1) | 5 |
The number of employed staff at the Group and Company at the end of the period (excluding the joint ventures) was as follows:
| Number of employees | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Full-time employees / Day-wage employees |
1,713 | 1,573 | 22 | 20 |
| Other Operating Expenses | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Provisions for doubtful receivables | 77 | 112 | - | - |
| Other taxes and duties non incorporated in operating cost |
54 | 45 | - | - |
| Depreciation | 11 | 16 | - | - |
| Staff indemnities | 92 | 22 | 92 | - |
| Commissions / other bank expenses | 42 | 18 | - | - |
| Expenses for the purchase of prototype materials (maquettes) |
13 | 13 | - | - |
| Other operating expenses | 79 | 91 | 1 | - |
| Impairments of fixed assets | 107 | - | - | - |
| Other provisions | 354 | - | - | - |
| Sub-Total | 829 | 317 | 93 | - |
| Extraordinary and non-recurring expenses |
733 | - | - | - |
| Total | 1,562 | 317 | 93 | - |
| Analysis of extraordinary and non-recurring | Group | |
|---|---|---|
| expenses | 31.03.2021 | 31.03.2020 |
| Impairment of fixed assets' value | 733 | - |
| Total | 733 | - |
In the context of the restructuring of the Group's participations, expenses of € 733 arose as a result of the operational reorganization of the subsidiary Don & Low LTD. This subsidiary reduced its presence in woven technical fabrics, while increasing its production capacity in non-woven technical fabrics. These costs relate to the impairment of fixed machinery equipment of the company.
| Financial income | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Interest income | 58 | 2 | - | - |
| Foreign exchange differences | 178 | 477 | - | - |
| Total | 236 | 479 | - | - |
| Financial expenses | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Interest Expense | (582) | (890) | (3) | (129) |
| Foreign exchange differences | (414) | (77) | - | - |
| Interest on rights of use assets | (7) | (4) | - | - |
| Financial result from Pension Plans | (117) | (178) | - | - |
| Total | (1,120) | (1,149) | (3) | (129) |
Earnings after tax, per share, are calculated by dividing net earnings (after tax) allocated to shareholders, by the weighted average number of shares outstanding during the relevant financial period, after the deduction of any treasury shares held.
| Basic earnings per share (Consolidated, continuing operations) |
31.3.2021 | 31.3.2020 |
|---|---|---|
| Earnings allocated to shareholders | 24,398 | 3,415 |
| Number of shares outstanding (weighted) | 43,419 | 43,737 |
| Basic and adjusted earnings per share (Euro in absolute terms) |
0.5619 | 0.0781 |
| Basic earnings per share (Consolidated, discontinued operations) |
31.3.2021 | 31.3.2020 |
|---|---|---|
| Earnings allocated to shareholders | 8 | (626) |
| Number of shares outstanding (weighted) | 43,419 | 43,737 |
| Basic and adjusted earnings per share (Euro in absolute terms) |
0.0002 | (0.0143) |
| Basic earnings per share (Consolidated, total operations) | 31.3.2021 | 31.3.2020 |
|---|---|---|
| Earnings allocated to shareholders | 24,406 | 2,789 |
| Number of shares outstanding (weighted) | 43,419 | 43,737 |
| Basic and adjusted earnings per share (Euro in absolute terms) |
0.5621 | 0.0638 |
As of 31st March 2021, the Company held 322,688 treasury shares.
The analysis of tax charged in the period's results, is as follows:
| Income Tax | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Income tax | (4,721) | (1,247) | - | - |
| Deferred tax (expense)/income | (140) | 27 | (6) | 1 |
| Total | (4,861) | (1,220) | (6) | 1 |
The changes in the tangible fixed assets during the period are analyzed as follows:
| Tangible Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2021 | 131,512 | 357 |
| Additions | 6,012 | 3 |
| Disposals | (2,942) | - |
| Transfer from fixed assets with right of use |
10,060 | - |
| Impairments | (840) | - |
| Depreciation | (5,227) | (13) |
| Depreciation of assets sold | 2,614 | - |
| Foreign exchange differences | 2,845 | - |
| Balance as at 31.03.2021 | 144,034 | 347 |
| Tangible Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2020 | 123,210 | 398 |
| Additions | 29,021 | 11 |
| Disposals | (4,899) | (5) |
| Transfer from fixed assets with right of use |
413 | - |
| Impairments | (1,931) | - |
| Depreciation | (15,913) | (51) |
| Depreciation of assets sold | 4,266 | 4 |
| Foreign exchange differences | (2,655) | - |
| Balance as at 31.12.2020 | 131,512 | 357 |
There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 5,635.
The right-of-use assets are analyzed as follows:
| Assets with right of use | Group | Company |
|---|---|---|
| Balance 01.01.2021 | 13,197 | 55 |
| Additions | 950 | 605 |
| Reductions | (15) | - |
| Transfer to fixed assets | (10,060) | - |
| Depreciation | (522) | (31) |
| Depreciation of assets sold | 13 | - |
| Foreign exchange difference | 26 | - |
| Balance 31.03.2021 | 3,589 | 629 |
| Assets with right of use | Group | Company |
| Balance 01.01.2020 | 14,972 | 176 |
| Additions | 1,607 | 40 |
| Reductions | (214) | (30) |
| Transfer to fixed assets | (413) | - |
| Depreciation | (2,715) | (131) |
| Foreign exchange difference | (40) | - |
| Balance 31.12.2020 | 13,197 | 55 |
The consolidated and stand alone statement of financial position includes the following amounts related to lease liabilities:
| Liabilities from Leasing | Group | Company | ||
|---|---|---|---|---|
| 31.3.2021 | 31.3.2021 | 31.12.2020 | ||
| Short-term liabilities from leasing | 1,052 | 2,822 | 129 | 31 |
| Long-term liabilities from leasing | 2,490 | 3,210 | 500 | 25 |
| Total Liabilities from Leasing | 3,542 | 6,032 | 629 | 56 |
The above amounts, among others, include leases for buildings, cars, clark, printers and other equipment that were initially recognized due to the first adoption of IFRS 16 in financial year 2019. These amounts for the Group account for € 2,481 for 2021 and € 1,713 for 2020. For the Company the amounts account for € 629 and € 56 respectively.
This is the industrial property that housed Thrace Linq INC, located in South Carolina, USA. The management of the Group decided to sell the particular property. This property is included in the segment of technical fabrics.
During the financial year 2020, the transfer of the above property was completed.
The total price consideration of the sale amounted to USD 14.5 million. As a result of the existing agreement, Thrace Linq INC received the amount of USD 11 million, while an amount of USD 3.5 million along with the corresponding interest will have to be paid by the Buyer at a later time, i.e. within twelve months from the date of the sale of property.
However, according to the existing agreements and its special covenants (both with the Buyer and with the Bank involved), in case for any reason the Buyer breaches its obligation to repay the remaining amount at the agreed time horizon (up until 15/06/2021 at the latest), the company Thrace Linq INC has the right to repurchase the property (based on priority and also based on its own discretion), covering the outstanding balance of the loan (and any interest or expenses that will be due) of the buyer as it will have been formed at the time when Thrace Linq INC will exercise this right, thus permanently canceling the sale or alternatively in case this is deemed unprofitable, the company has the right to participate in the property's sale process (having as collateral the second registered mortgage).
Given the above and as the existence of the aforementioned right (call option) to repurchase the property creates conditions of uncertainty regarding the final completion of the transaction, its accounting recognition will take place when, by 15/06/2021 the latest unless it is agreed otherwise, the relevant events become certain and final. The amount of USD 11 million received was recorded in the cash and cash equivalents, respectively increasing the "Other current liabilities".
The changes in the intangible fixed assets during the period are analyzed as follows:
| Intangible Assets | Group | Company |
|---|---|---|
| Balance 01.01.2021 | 10,655 | 401 |
| Additions | 17 | - |
| Amortization | (84) | (35) |
| Impairments | - | - |
| FX differences | 64 | - |
| Balance 31.03.2021 | 10,652 | 366 |
| Intangible Assets | Group | Company |
|---|---|---|
| Balance 01.01.2020 | 11,350 | 503 |
| Additions | 27 | - |
| Amortization | (344) | (102) |
| Transfers | 1 | - |
| Impairments | (321) | - |
| FX differences | (58) | - |
| Balance 31.12.2020 | 10,655 | 401 |
Intangible assets relate mainly to subsidiary related goodwill accounts which are analyzed in the annual financial statements.
Due to delays observed in the collection of grants receivable from the Greek State, the Group has reclassified this item in the previous years from short-term to long-term receivables, while proceeding to a partial impairment. The receivables of the Group that has been recorded before the impairments, amounts to € 11,062.
The receivable was formed due to a 12% grant on the payroll cost concerning the personnel employed in Xanthi and is to be collected from OAED (Greek Manpower Employment Organization).
| Other Long-Term Receivables | Group | Company | ||
|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | |
| Grants receivable | 4,879 | 4,879 | 1,119 | 1,119 |
| Other accounts receivable | 119 | 155 | 38 | 38 |
| Total | 4,998 | 5,034 | 1,157 | 1,157 |
On July 17, 2020, the Law 4706/2020 was passed, according to which the outstanding receivables of the beneficiaries until 31.12.2015, which as mentioned above amount to € 11,062 for the Group, will be offset against existing and future claims of the State, by the entry into force of the above law.
The obligations of OAED and the Greek State are exhausted according to the provisions of article 87, par. 2 of Law 4706/2020. The companies of the Group, which raise claims against OAED, have initiated the legal and formal procedures for claiming the above amounts, however, at the time of preparation of the current Report, the required decisions of the Administrative Court of First Instance have not been issued, in accordance with the provisions of the Joint Ministerial Decision issued by the aforementioned Law.
| Trade Receivables | Group | Company | ||
|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | |
| Customers | 81,588 | 64,170 | 2,339 | 2,340 |
| Provisions for doubtful debts | (7,362) | (7,307) | (2,328) | (2,328) |
| Total | 74,226 | 56,863 | 11 | 12 |
The Group's customers included notes and checks of € 5,813 for 2021 versus € 8,065 which was the corresponding amount for 2020.
Given their short-term nature, the fair value of receivables approximates book value.
Receivables from customers consist of the amounts due from customers from the sale of products that occur during the normal operation of the Group. In general, credit terms range from 30 to 180 days and therefore customer receivables are classified as short-term.
Receivables from customers are initially recognized in the transaction amount if the Group has the unconditional right to receive the transaction price. The Group holds the receivables from customers in order to collect the contractual cash flows and therefore measures them at amortized cost using the effective interest rate method.
The dispersion of the Group's sales is deemed as satisfactory. There is no concentration of sales into a limited number of customers and therefore there is no increased risk of income loss or increased credit risk.
For the accounting policy on impairment of receivables from customers, see note 2.10 in the Annual Financial Statements of the year ended 31.12.2020.
| Group | Company | |||
|---|---|---|---|---|
| Other receivables | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Debtors | 3,386 | 2,417 | 23 | 23 |
| Investment Grant Receivable | 2,193 | 2,193 | - | - |
| Prepaid expenses | 4,228 | 2,601 | 67 | 171 |
| Provisions for doubtful debtors | - | - | - | - |
| Total | 9,807 | 7,211 | 90 | 194 |
The above concerns a grant receivable of Law 3299/2004 of the subsidiary Thrace Plastics Pack SA concerning an implemented investment.
Accrued expenses mainly concern the receivable for government subsidies, advance payments of taxes other than income tax and other prepaid expenses.
The Group' s long term loans have been granted from Greek and foreign banks. The repayment time varies, according to the loan contract, while most loans are linked to Euribor plus a spread.
The Group's short term loans have been granted from Greek and foreign banks with interest rates of Euribor or Libor plus a margin. The book value of loans approaches their fair value during 31 March 2021.
| Group | Company | |||
|---|---|---|---|---|
| Debt | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Long-term debt | 42,625 | 46,691 | - | - |
| Total long-term debt | 42,625 | 46,691 | - | - |
| Long-term debt payable in the next year |
15,902 | 15,722 | - | - |
| Short-term debt | 8,925 | 10,589 | 960 | 960 |
| Total short-term debt | 24,827 | 26,311 | 960 | 960 |
| Grand Total | 67,452 | 73,002 | 960 | 960 |
Analytically, bank debt at the end of the period was as follows:
Short-term debt include an amount of € 173 which relates to a Factoring agreement of Thrace Plastics Pack SA with ABC Factors, which has been received by the aforementioned subsidiary with recourse.
The Company has no bank debt and the balance of the short-term loans refer to an intragroup loan.
Interest rates are linked on a case by case basis with a Euribor or Libor plus a margin ranging from 1.25% to 3.9%.
| Group | Company | |||
|---|---|---|---|---|
| Net Debt | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Long-term debt | 42,625 | 46,691 | - | - |
| Long-term liabilities from leases | 2,490 | 3,210 | 500 | 25 |
| Short-term debt | 24,827 | 26,311 | 960 | 960 |
| Short-term liabilities from leases | 1,052 | 2,822 | 129 | 31 |
| Total debt | 70,994 | 79,034 | 1,589 | 1,016 |
| Minus cash & cash equivalents | 61,816 | 40,824 | 81 | 163 |
| Net debt | 9,178 | 38,210 | 1,508 | 853 |
| EQUITY | 208,660 | 174,583 | 76,353 | 76,623 |
| NET DEBT / EQUITY | 0.04 | 0.22 | 0.02 | 0.01 |
Furthermore, the Net Debt / EBITDA ratio of the Group for the period amounted to 0.10x (EBITDA refers to the period from 01.04.2020 to 31.03.2021).
It is noted that, on 31.12.2020 the level of the ratio stood at 0.55x while on 31.03.2020 had settled at 2.78x.
Since 2018, the Company has transformed into a Holding Company and therefore the net debt to EBITDA ratio does not reflect the actual relation between the Company's debt and its earnings. For this reason, going forward the Company will not be monitoring the particular ratio.
It is also noted that the Company has no bank debt and the outstanding balance of the short-term loans refer to an intragroup loan.
The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depending on the length of service is calculated by an actuarial study on annual basis. The accounting treatment is made on the basis of the accrued entitlement, as at the date of the Balance Sheet, that is anticipated to be paid, discounted to its present value by reference to the anticipated time of payment.
The liability for the Company and the Group, as presented in the Balance Sheet, is analyzed as follows:
| Employee Benefits | Group | Company | ||
|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | |
| Defined contribution plans – Not self financed |
3,315 | 3,283 | 241 | 238 |
| Defined benefit plans – Self financed | 4,981 | 12,729 | - | - |
| Total provision at the end of the year | 8,296 | 16,012 | 241 | 238 |
The Greek companies of the Group as well as the subsidiary Thrace Ipoma A.D. domiciled in Bulgaria participate in the following plan. With regard to the Greek companies, the following liability arises from the relevant legislation and concerns 40% of the required compensation per employee.
| Defined contribution plans – | Group | Company | ||
|---|---|---|---|---|
| Not self financed | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Amounts recognized in the balance sheet |
||||
| Present value of liabilities | 3,315 | 3,283 | 241 | 238 |
| Net liability recognized in the balance sheet |
3,315 | 3,283 | 241 | 238 |
| Amounts recognized in the results | ||||
| Cost of current employment | 22 | 100 | 3 | 8 |
| Net interest on the liability / (asset) | 10 | 20 | - | 2 |
| Ordinary expense in the account of results |
32 | 120 | 3 | 10 |
| Recognition of prior service cost | - | 12 | - | - |
| Cost of curtailment / settlements / service termination |
- | 219 | - | 66 |
| Other expense / (income) | - | (35) | - | - |
| Total expense in the account of results | 32 | 316 | 3 | 76 |
| Changes in the Net Liability recognized in Balance Sheet |
||||
| Net liability / receivable at the beginning of year |
3,283 | 2,599 | 238 | 215 |
| Defined contribution plans – | Group | Company | ||
|---|---|---|---|---|
| Not self financed | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Benefits paid from the employer - Other | - | (420) | - | (98) |
| Total expense recognized in the account of results |
32 | 316 | 3 | 76 |
| Total amount recognized in the Net Worth | - | 649 | - | 45 |
| Other | - | 139 | - | - |
| Net liability at the end of year | 3,315 | 3,283 | 241 | 238 |
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Greek Companies | Thrace Ipoma AD | |||
|---|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | ||
| Discount rate | 0.43% | 0.43% | 0.50% | 0.50% | |
| Inflation | 1.30% | 1.30% | 0.90% | 0.90% | |
| Average annual increase of personnel salaries |
1.30% | 1.30% | 5.00% | 5.00% | |
| Duration of liabilities | 17 years | 17 years | 11.8 years 11.8 years |
The subsidiaries Don & Low LTD and Thrace Polybulk AS have formed Pension Plans which operate as separate legal entities in the form of trusts. Therefore the assets of the plans are not dependent to the assets of the companies.
The accounting depiction of the plans according to the revised IAS 19 is as follows:
| Group | ||||
|---|---|---|---|---|
| Defined Benefit Plans – Self financed | 31.3.2021 | 31.12.2020 | ||
| Amounts recognized in the balance sheet | ||||
| Present value of liabilities | 152,282 | 158,697 | ||
| Fair value of the plan's assets | (147,301) | (145,968) | ||
| Net liability recognized in the balance sheet | 12,729 | |||
| Amounts recognized in the results | ||||
| Cost of current employment | - | 156 | ||
| Net interest on the liability / (asset) | 114 | 229 |
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| Group | ||||
|---|---|---|---|---|
| Defined Benefit Plans – Self financed | 31.3.2021 | 31.12.2020 | ||
| Ordinary expense in the account of results | 114 | 385 | ||
| Cost recognition from previous years | - | - | ||
| Cost of curtailment / settlements / service termination | - | - | ||
| Other expense / (income) | - | 337 | ||
| Foreign exchange differences | - | - | ||
| Total expense in the account of results | 114 | 722 | ||
| Asset allocation* | ||||
| Mutual Funds (Equities) | 16,074 | 17,239 | ||
| Mutual Funds (Bonds) | 78,282 | 76,430 | ||
| Diversified Growth Funds | 49,525 | 48,721 | ||
| Other | 3,420 | 3,578 | ||
| Total | 147,301 | 145,968 | ||
| Changes in the Net Liability recognized in Balance Sheet | ||||
| Net liability / (receivable) at the beginning of year | 12,729 | 12,653 | ||
| Contributions paid from the employer / Other | (229) | (1,211) | ||
| Total expense recognized in the account of results | 114 | 689 | ||
| Total amount recognized in the Net Worth | (8,124) | 1,285 | ||
| Foreign exchange differences | 491 | (687) | ||
| Net liability / (asset) at the end | 4,981 | 12,729 |
* The assets of the plan are measured at fair values and include mainly mutual funds of Baillie Gifford and of Legal & General Investment Management.
The category "Other" also includes the plan's cash reserves.
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Don & Low LTD | Thrace Polybulk AS | |||
|---|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | ||
| Discount rate | 2.14% | 1.42% | 1.70% | 1.70% | |
| Inflation | 3.21% | 2.91% | 2.00% | 2.00% | |
| Average annual increase of personnel salaries |
3.21% | 2.91% | 2.00% | 2.00% | |
| Duration of liabilities | 18 years | 18 years | 10 years | 10 years |
Suppliers and Other Short-Term Liabilities are presented analytically in the following tables.
| Suppliers | Group | Company | ||
|---|---|---|---|---|
| 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 | |
| Suppliers | 47,515 | 29,697 | 545 | 531 |
| Total | 47,515 | 29,697 | 545 | 531 |
| Group | Company | |||
|---|---|---|---|---|
| Other Short-Term Liabilities | 31.3.2021 | 31.12.2020 | 31.3.2021 | 31.12.2020 |
| Sundry creditors* | 13,913 | 12,333 | 16 | 4 |
| Liabilities from taxes and pensions | 9,207 | 6,178 | 127 | 402 |
| Dividends payable | 85 | 85 | 83 | 83 |
| Customer prepayments ** | 6,698 | 5,636 | - | - |
| Personnel salaries payable | 1,053 | 1,339 | 44 | 69 |
| Accrued expenses – Other accounts payable |
8,738 | 7,521 | 1,191 | 868 |
| Total short-term liabilities | 39,694 | 33,092 | 1,461 | 1,426 |
The fair value of the liabilities approaches the book values.
* Includes the amount of 11 million dollars that the company Thrace Linq INC received for the transfer of the property (see note 3.13).
** Customer prepayments refer to the Group's obligation to deliver products to third parties. Revenues will be recognized in the results upon delivery of the order.
The Group classifies as related parties the members of the Board of Directors, the directors of the Company's divisions as well as the shareholders who own over 5% of the Company's share capital (their related parties included).
The commercial transactions of the Group with these related parties during the period 01.01.2021– 31.03.2021 have been conducted according to market terms and in the context of the ordinary business activities.
The transactions with the Subsidiaries, Joint Ventures and Related companies according to the IFRS 24 during the period 1/1/2021 – 31/3/2021 are presented below.
| Income | Group | Company | ||
|---|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 | |
| Subsidiaries | - | - | 1,257 | 1,115 |
| Joint Ventures | 1,700 | 1,842 | 29 | 29 |
| Related Companies | 3 | 3 | - | - |
| Total | 1,703 | 1,845 | 1,286 | 1,144 |
| Group | Company | |||
| Expenses | 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 |
| Subsidiaries | - | - | 18 | 6 |
| Joint Ventures | 114 | 91 | - | - |
| Related Companies | 207 | 272 | 86 | 130 |
| Total | 321 | 363 | 104 | 136 |
| Group Company |
||||
| Trade and other receivables | 31.03.2021 | 31.12.2020 | 31.03.2021 | 31.12.2020 |
| Subsidiaries | - | - | 6 | 7 |
| Joint Ventures | 1,908 | 1,370 | - | - |
| Related Companies | 3 | 26 | - | 26 |
| Total | 1,911 | 1,396 | 6 | 33 |
| Group | Company | |||
| Suppliers and Other Liabilities | 31.03.2021 | 31.12.2020 | 31.03.2021 | 31.12.2020 |
| Subsidiaries | - | - | 779 | 1,059 |
| Joint Ventures | 37 | 23 | - | 19 |
Related Companies 349 180 258 141 Total 386 203 1,037 1,219
| Group | Company | |||
|---|---|---|---|---|
| Long-term Liabilities | 31.03.2021 | 31.12.2020 | 31.03.2021 | 31.12.2020 |
| Subsidiaries | - | - | 305 | 313 |
| Joint Ventures | - | - | - | 5 |
| Related Companies | 632 | - | 437 | - |
| Total | 632 | - | 742 | 318 |
The Group's "subsidiaries" include all companies consolidated with "Thrace Plastics Group" via the full consolidation method. The "Joint Ventures" include those consolidated with the equity method.
The Company has granted guarantees to banks against long-term loans for the account of its subsidiaries. On 31.03.2021, the outstanding amount for which the Company had provided guarantee settled at € 45,565 and is analyzed as follows:
| Guarantees for Subsidiaries | 31.03.2021 |
|---|---|
| ThraceNonwovens & Geosynthetics Single Person S.A. | 17,361 |
| Thrace Greenhouses SA | 1,314 |
| Thrace Plastics Pack SA | 19,640 |
| Thrace Polyfilms Single Person SA | 7,250 |
| Total | 45,565 |
3.22.1 Investments in companies consolidated with the full consolidation method
The value of the Company's investments in subsidiaries, as of 31st March 2021, is as follows:
| Companies consolidated with the full consolidation method |
31.03.2021 | 31.12.2020 |
|---|---|---|
| DON & LOW LTD | 37,495 | 37,495 |
| THRACE PLASTICS PACK SA | 15,507 | 15,507 |
| THRACE NONWOVENS & GEOSYNTHETICS SA | 5,710 | 5,710 |
| SYNTHETIC HOLDINGS LTD | 11,728 | 11,728 |
| THRACE POLYFILMS | 3,418 | 3,418 |
| Total | 73,858 | 73,858 |
The following table presents the companies in which the management is jointly controlled with another shareholder with the right to participate in their net assets. According to IFRS 11, the companies are consolidated according to the Equity method. The parent Company holds direct business interests of 50.91% in Thrace Greenhouses SA with a value of € 3,615 and of 51% in Thrace Eurobent SA with a value of € 204 on 31.03.2021. The company Thrace Greiner Packaging SRL is 50% owned by Thrace Plastics Pack SA whereas Lumite INC is 50% owned by Synthetic Holdings LTD.
| Company | Country of Activities |
Business Activity | Percentage of Shareholding |
|---|---|---|---|
| Thrace Grein- er Packaging SRL |
Romania | The company activates in the production of plastic boxes for food products and paints and belongs to the packaging sector. The company's shares are not listed. |
46.47% |
| Lumite INC | United States | The company activates in the production of agricultural fabrics and belongs to the technical fabrics sector. |
50.00% |
| Thrace Green- houses SA |
Greece | The company's shares are not listed. The company activates in the production of agri cultural products and belongs to the agricultural sector. The company's shares are not listed. |
50.91% |
| Thrace Eurobent SA |
Greece | The company activates in the manufacturing of waterproof products via the use of Geosynthetic Clay Liner – GCL, and belongs to the technical fabrics sector. The company's shares are not listed. |
51.00% |
The change of the Group's interests in the companies that are consolidated with the equity method is analyzed as follows:
| Interests in companies consolidated with the equity method |
01.01 – 31.03.2021 | 01.01 - 31.12.2020 |
|---|---|---|
| Balance at beginning | 15,068 | 14,547 |
| Share capital increase (Thrace Greenhouses) | - | - |
| Profit / (loss) from joint ventures | 154 | 1,776 |
| Dividends | (401) | (550) |
| Foreign exchange differences and other reserves | 282 | (705) |
| Balance at end | 15,103 | 15,068 |
On 31 March 2021 there are no significant legal issues pending that may have a material effect in the financial position of the Companies in the Group.
The letters of guarantee issued by the banks for the account of the Company and in favor of third parties (Greek State, suppliers and customers) amount to € 834.
In the present financial statements, reclassifications of immaterial accounting items have been made, in order to be comparable with those of the current period.
Macroeconomic Environment and Impact of COVID-19
The spread of the COVID-19 pandemic from the beginning of 2020 and up until today, has brought and continues to cause significant disruptions and fluctuations in global supply and demand, including Greece and other countries in which the Group operates and therefore continues to create conditions of intense uncertainty, hampering the macroeconomic environment globally and domestically. At the same time, there is still an inability to accurately estimate the overall impact that the pandemic will ultimately have on the national economies, when the phenomenon begins to subside. However and compared to the previous months, there is evidence of reserved optimism.
The initiation as well as the acceleration of the vaccination process has also contributed to this, creating more favorable conditions and the prospect that in a reasonable time, which remains undefined, the virus will be effectively treated and the economies will return to a phase of relative normality.
Despite the fact that the wide and rapid spread of the coronavirus COVID-19 from the beginning of 2020 until today has caused significant disruptions in global supply and demand, the business and financial activity as well as operation of the Group was not negatively affected.
Regarding the operation of production, all production units within the Group continued to operate smoothly for the first quarter of 2021, without facing any operational issues from the spread of the pandemic, regarding the health and safety of the Group's employees, as a result of the particularly strict protection measures taken on a constant basis by the Group.
From a financial point of view, the Group managed not only to deter any decrease in its revenues, but instead achieved to expand sales and profitability, as the reduced demand in some areas of activity
was more than offset by the significant increase in sales in other areas. More specifically, it was observed:
As a consequence of the above, in quantitative terms, the Group managed to increase its turnover from continuing operations. As result, sales for the first quarter 2021 amounted to € 111.3 million, increased by 50.5%, compared to the same period of 2020, and Profit before Taxes (EBT) from continuing operations amounted to € 29.4 million, increased by 520.7% compared to the corresponding period of the previous year. It should be noted that according to Management estimates for the first quarter of 2021, the Earnings before Taxes on the Group level which were generated from the increased demand for products of the existing portfolio used in personal protection and health applications (resulting into a change in the product mix) amounted to € 20.6 million (see relevant reference in note 3.3 of the financial statements).
At the same time, during the first quarter of 2021, extraordinary expenses were incurred, which are mainly related to the measures taken to deal with the pandemic, amounting to € 158 thousand.
Regarding the liquidity levels of the Group and the transaction cycle of the subsidiaries, there was no negative effect from the adverse conditions due to the pandemic. On the contrary, during the first quarter of 2021, the Group achieved an even stronger liquidity and the reduction of Net Debt to 9.2 million Euros, thus further strengthening its financial position.
At the same time, the Group continues to maintain higher levels of inventories in basic raw materials, compared to the average level of inventories (increase by 45% in terms of quantities on 31/03/2021, compared to the level of inventories on 31/03/2020).
Regarding investments in the first quarter of the year, it should be noted that the implementation of the already approved investment plan of the Group started and is proceeding smoothly, which will ensure on the one hand the seamless continuation of all operations and on the other hand will contribute to the implementation of the broader strategy of both the companies and the Group.
In addition, the Group proceeded with investments for the further automation and production of new products related to personal protection and health, with the installation and commencement of production of face masks type "FFP2 Thrace Series 902 Advanced", which have a higher level of protection, at the Group's production facilities in Xanthi, Greece, ensuring the production of 1.5 million units per month. The second phase of the investment (which includes the automation of the existing production lines and the installation of the new production line) has so far amounted to € 0.8 million.
From the above it is demonstrated that for the first quarter of 2021, the Group did not suffer any negative, from a financial point of view, impact both in its financial results and trading cycle and therefore it did not face any material financial risk that would adversely affect its business continuity.
The Management of the Group continues to closely monitor the developments related to the pandemic crisis and to fully implement a plan to ensure the health and safety of the personnel and the uninterrupted business continuity of the Group.
In particular, in accordance with the guidelines and recommendations of the World Health Organization (WHO) and the local Public Health and Civil Protection Organizations, the following measures were implemented.
sonnel as a whole and repeat them, as appropriate.
It should be noted that the protection measures mentioned above continue to be fully implemented in the most consistent manner and to absolute degree at the time of preparation of the present Report.
Regarding the prospects for the current year, the Management estimates that the financial performance of the Group will continue to demonstrate a satisfactory trajectory, both in terms of profitability and liquidity in the second quarter of the year 2021 as well. The maintenance of satisfactory demand for a large part of the product portfolio, despite any limited fluctuations, the expanded customer base, the enhanced liquidity and the continuation in application of strict protection measures are the key factors to minimize the negative consequences of the current situation. At the same time, the first months of the year were characterized by the significantly higher prices of basic raw materials worldwide (compared to the year 2020) and the shortages in certain categories of raw materials, without however this fact affecting the operation of the Group. For the following months of the year it is expected a normalization of the supplied quantities of raw materials and a gradual de-escalation of prices, without however approaching the levels of the previous year.
Given the fact that the current cycle in the global market creates conditions of uncertainty, making any assessment regarding the impact of the pandemic on the commercial activity and the financial results of the Company and the Group uncertain, the Group's Management based on all the above, estimates that neither the Group nor any of its individual activities face a possible or threatened event of cessation of activity (going concern). At the same time, the Management remains optimistic about the satisfactory course of the Group's financial results for the entire year 2021, although it maintains reservations about the financial implications that the pandemic will have on the economies of the countries in the near future (especially after the completion of the various aid related programs for those affected) and the manner and intensity with which they may affect the Group's activities, especially in the second half of the year.
The Board of Directors of the Company, during the meeting that took place on 18th January 2021, elected:
(a) Ms. Myrto Papathanou of Christos in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Konstantinos Gianniris of Ioannis, and
(b) Ms. Spyridoula Maltezou of Andreas in
replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Ioannis Apostolakos of George.
The above replacement and the election of the specific independent non-executive members of the Board of Directors takes place in the context of the Company's decision for its immediate, substantial and
effective compliance and adaptation of its organization to the requirements and regulations of the new Law 4706/2020 (Government Gazette A' 136 / 17.07.2020) with regard to corporate governance.
More specifically, the election of the above new members of the Board of Directors, on the one hand is in line with the current regulatory framework and in particular with the provisions of the above new law, in terms of substantive criteria and conditions of independence of new members, whereas on the other hand is harmonized with the provisions of the new law on suitability, diversity and, above all, adequate representation by gender in the Board of Directors.
The election of the above new independent non-executive members of the Board of Directors was announced, in accordance with the law and the Company's Articles of Association, at the Extraordinary General Shareholders Meeting of the Company, on 11 February 2021.
Following the above, the Board of Directors of the Company was reconstituted into a body for the remaining of its term, i.e. until March 19th, 2024, as follows:
2) Christos-Alexis Komninos of Konstantinos, Vice Chairman of the Board of Directors (non-executive member).
3) Dimitrios Malamos of Petros, Chief Executive Officer of the Company (executive member).
Decisions of the Extraordinary General Meeting of the Company's shareholders of 11thFebruary 2021
The Extraordinary General Meeting of the Company's shareholders on 11February 2021 took the following decisions:
In the 1st item of the agenda, the Meeting decided by majority, in accordance with the provisions of article 3 of Law 3016/2002, the election of the following persons:
The election of the above independent non-executive members of the Board of Directors takes place in the framework of the Company's decision for the immediate, substantial and effective compliance and adaptation of its organization to the requirements and regulations of the new Law 4706/2020 with regard to corporate governance.
Both members that were elected according to the above meet the criteria and conditions of independence of both the article 4, par. 1 of Law 3016/2002 valid until 17.07.2021, as well as of article 9 par. 1 and 2 of Law 4706/2020.
In the 2nd item and in the context of harmonization with the requirements, criteria and regulations of the new Law 4706/2020 with regard to corporate governance and concerning both independence and suitability, diversity and mainly the adequate representation by gender in the Board of Directors, and following a relevant proposal of the Remuneration and Nomination Committee (RNC), the Meeting approved by majority the election of a new elevenmember (11-member) Board of Directors, through the re-election of all its outgoing members, as well as the election of Mr. Georgios Samothrakis of Panagiotis as its new member.
Following the above, the Board of Directors of the Company, with a term in accordance with the provisions of article 7, par. 2 of the Articles of Association, which is extended until the expiration of the deadline within which the next Ordinary General Meeting must convene and until the relevant decision, will consist of the following members:
Simultaneously with the same majority decision, the Extraordinary General Meeting
appointed as independent members of the Board of Directors of the Company, the following: 1) Georgios Samothrakis of Panagiotis, 2) Myrto Papathanou of Christos, 3) Spyridoula Maltezou of Andreas, 4) Theodoros Kitsos of Konstantinos and 5) Nikitas Glykas of Ioannis as they all meet the required by the current regulatory framework (namely article 4, par. 1 of the current until 17.07.2021 Law 3016/2002 and article 9, par. 1 and 2 of Law 4706/2020) conditions and criteria of independence.
In the 3rd item, the Meeting approved by majority, in accordance with the provisions of article 44 of Law 4449/2017, as in force after its amendment by the article 74 of Law 4706/2020, the election of a new Audit Committee, which constitutes an Independent Committee and consists of three (3) members, of which one (1) independent non-executive member of the Board of Directors of the Company and two (2) third parties - non-members of the Board of Directors.
Within the above framework, the following persons were elected as members of the Audit Committee:
The members of the Audit Committee as a whole have sufficient knowledge of the sector in which the Company operates, while the majority of the members of the Audit Committee and in particular Messrs. George Samothrakis of Panagiotis and Konstantinos Kotsilinis of Eleftherios, are independent of the Company, given that:
Furthermore, the criterion of sufficient knowledge and experience in auditing or accounting is met in the person of both Mr. Georgios Samothrakis and Mr. Konstantinos Kotsilinis, and therefore each of the above members will be required to attend the meetings of the Audit Committee concerning the approval of the financial statements.
Finally, by the same majority decision, the Meeting specified the term of the Audit Committee as five years, starting on February 11, 2021 and ending on February 11, 2026.
The new eleven-member (11-member) Board of Directors of the Company, elected by the Extraordinary General Meeting of Shareholders, which took place on 11 February 2021, was formed on the same day (11 February 2021) in the following body:
5) Christos Siatis of Panagiotis, Member of the Board of Directors (non-executive member).
6) Christos-Alexis Komninos of Konstantinos, Member of the Board of Directors (non-executive member).
Following the election of a three-member Audit Committee by the Extraordinary General Meeting of Shareholders of 11 February 2021 and the appointment of the persons holding the positions of its members, the Audit Committee at the meeting of 16 February 2021 decided the election of Mr. Georgios Samothrakis of Panagiotis, Independent Non-Executive Member of the Board of Directors of the Company, as its Chairman, in accordance with the provisions of article 44, par. 1, Law 4449/2017, as in force today.
Following the above, the Audit Committee was constituted into a body as follows:
It is noted that from the above Members of the Audit Committee, Messrs. Georgios Samothrakis of Panagiotis and Konstanti-
nos Kotsilinis of Eleftherios, i.e. the majority of the members of the Audit Committee, meet the required by the current regulatory framework (article 4, par. 1 of the effective until 17.07.2021 Law 3016/2002 and article 9, par. 1 and 2 of Law 4706/2020) conditions and criteria of independence.
According to the decision of 12.03.2021 of its Board of Directors, Mr. Lambros Apostolopoulos was appointed as Head of the Internal Audit Department (Unit).
Mr. Apostolopoulos meets the requirements of the current legal framework (article 15 of Law 4706/2020), i.e. he is full-time and exclusively employed, has personal and functional independence, is not a member of the Board of Directors or a member with the right to vote in standing committees of the Company, has no close relations with anyone who holds one of the above capacities in the Company and has the appropriate knowledge and relevant professional experience to assume the above position.
Mr. Apostolopoulos is a graduate of the Athens University of Economics & Business and of University of Portsmouth, has a 14 year active experience in internal audit and is a certified Internal Auditor.
Mr. Apostolopoulos assumed his duties as Head of the Internal Audit Department on 17/03/2021.
On 22 March 2021, the Company announced the expiration / completion of the Stock Repurchase Plan in accordance with the provisions of article 49 of Law 4548/2018, as in force, by the Extraordinary General Meeting of Shareholders of March 19th, 2019 (extensive reference to this plan is presented in Section V. of the current Report).
The Board of Directors of the Company during its meeting on 22ndMarch 2021, in the context of the proper, accurate and timely information of the investors' community, and for the purposes of a substantial, effective and appropriate compliance and harmonization of the Company with the regulations of articles 11 and 12 of Law 4706/2020 regarding the Committees of the Board of Directors, and also with the parallel adoption of best corporate governance practices, decided the following:
(a) the abolition of the existing Committee for Benefits and Promotion of Nominations (CBPN) and its replacement by the Remuneration and Nomination Committee,
The Board of Directors during the above meeting appointed the members and set the responsibilities of these committees.
Invitation to the annual Ordinary General Meeting of shareholders of the Company
The Company released on 28-04-2021 the Invitation for the annual Ordinary General Meeting of shareholders with the following items on the agenda:
of Law 4548/2018, as in force, and the provision of relevant authorizations.
Particularly with respect to the 2nd item of the agenda, the Company announced that its Board of Directors will propose to the Annual Ordinary General Meeting the approval of the distribution of earnings for the fiscal year 2020 (01.01.2020- 31.12.2020) and in particular it will propose the distribution (payment) of a total dividend of 6,947,002.24 Euros (gross amount) to the Company's shareholders, from the profits of the closing year 2020, i.e. 0.158820 Euros per share (gross amount), which after taking into consideration the 322,688 own shares held by the Company and which are excluded from the distribution, will increase to 0.16 Euros per share (gross amount).
The Interim Condensed Financial Information of the Company "THRACE PLASTICS HOLDING SA" has been uploaded on the Internet, at the domain www.thracegroup.gr.
The Interim Condensed Financial Information has been prepared in accordance with the International Financial Reporting Standards as these have been adopted by the European Union, were approved by the Board of Directors on 10 May 2021 and are signed by the representatives of such.
| The Chairman of the BoD |
The Chief Executive Officer |
The CFO | The Chief Accountant |
|---|---|---|---|
| KONSTANTINOS ST. | DIMITRIOS P. | DIMITRIOS V. | FOTINI K. |
| CHALIORIS | MALAMOS | FRAGKOU | KYRLIDOU |
| ID NO. AM 919476 | ID NO. ΑΟ 000311 | ID NO. ΑΗ 027548 | ID NO. ΑΚ 104541 Accountant Lic. Reg. No. 34806 Α' CLASS |
General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str. 17455 Alimos, Attica Greece
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