Quarterly Report • Sep 8, 2017
Quarterly Report
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SEMI-ANNUAL FINANCIAL REPORT
1st January - 30th June 2017 IN ACCORDANCE WITH THE ARTICLE 5 OF LAW 3556/2007
Company Reg. No. 11188/06/Β/86/31 General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str., 17455 Alimos, Attica, Greece
The present Financial Report, which refers to the period from 1.1.2017 to 30.6.2017, was prepared in accordance with article 5 of L.3556/2007 and the relevant decision issued by the Board of Directors of the Hellenic Capital Market Commission under Reg. No. 7/448/29.10.2007. The present Report was approved by the Board of Directors of THRACE PLASTICS Co. S.A. on 6 September 2017, and has been posted on the company's website www.thracegroup.gr where such will remain available to investors for a period of at least 5 years from the publication date, and includes:
| Ι. | Statements by Representatives of the Board of Directors | 3 |
|---|---|---|
| ΙΙ. | Report by the Board of Directors | 4 - 16 |
| ΙΙΙ. | Audit Report by Certified Auditor | 17 |
| IV. | Interim Condensed Financial Information 1.1.2017 – 30.06.2017 | 18 - 48 |
| V. | Data and Information | 49 |
We hereby state that to our knowledge, the attached interim Condensed Financial Information of THRACE PLASTICS Co. S.A., which concern the semi-annual period from 1st January 2017 to 30th June 2017, which was prepared in accordance with the international accounting standards in effect, accurately and reliably presents the Assets and Liabilities, Equity and Results of THRACE PLASTICS Co. S.A., as well as those of the companies included in the consolidation and considered aggregately as a whole, in accordance with the provisions of par. 3 – 5 of article 5 of Law 3556/2007 and the relevant executive decisions issued by the BOD of the Hellenic Capital Market Commission.
We also state that to our knowledge, the Semi-Annual Report by the Company's Board of Directors accurately presents the information required by the paragraph 6 of article 5 of Law 3556/2007 and the relevant executive decisions issued by the BOD of the Hellenic Capital Market Commission.
Xanthi, 6 September 2017
The signatories:
The Chairman of the Board and Chief Executive Officer
The Vice-Chairman of the Board of Directors
The Member of the Board
Konstantinos St. Chalioris ID No. ΑΜ 919476
Theodosios A. Kolyvas ID No. ΑΙ 101026
George Braimis ID No. ΑΚ 082097
The present Semi-Annual Management Report by the Board of Directors, which concerns the period of the 1st Half of the present financial year 2017 (01/01/2017 to 30/06/2017), was prepared and is in line with the relevant provisions of Law 3556/2007 (Government Gazette 91A/30.4.2007) and the relevant to such executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission and specifically Decisions No. 7/448/11.10.2007 and 1/434/2007.
The Report includes the total required information with an objective and adequate manner and with the principle of providing substantial and not typical information with regard to the issues included in such.
Despite the fact that the Company prepares consolidated and non-consolidated financial statements, the present Report constitutes a single report referring mainly to the consolidated financial data.
It is noted that the present Report includes, along with the Interim Condensed Financial Information of the first half 2017, the required by law data and statements in the Semi-Annual Financial Report, which concern the first half of the current year.
The sections of the Report and the contents of such are as follows:
The Extraordinary General Meeting of the Company's Shareholders that convened on February 2nd , 2017, approved the reduction of the Company's share capital by the amount of 893,090.88 Euros via the reduction of the Company's total number of shares from 45,094,620 to 43,741,452 common registered shares, due to the cancellation of 1,353,168 treasury shares of the Company, which had been purchased during the period from 26-4-2012 to 25-09-2012 and from 12-01-2015 to 22-12- 2016 : (a) 1,132,614 treasury shares were purchased in execution of the decision of the Extraordinary Shareholders' Meeting on 29/12/2014 and (b) 220,554 were purchased in execution of the decision of the Annual Shareholders' Meeting on 20/04/2012. Following the above reduction, the Company's share capital amounts to twenty eight million, eight hundred sixty nine thousand, three hundred and fifty eight Euros and thirty two cents (28,869,358.32 €), divided by 43,741,452 common registered shares with nominal value of 0.66 Euro per share. The decision no. 19041/15.02.2017 (ΑΔΑ: ΩΠΨΟ465ΧΙ8-1ΜΑ) of the Listed Companies Dept. of the Ministry of Finance and Development was registered in the General Electronic Commercial Registry (G.E.MI.) under the code number 922921 on February 15th 2017. By the above decision, it was approved the amendment of the article 5 of the Company's Articles of Association. The Administrative Committee of the Stock Markets of the Athens Exchange was informed about the above share capital reduction of the Company due to cancelation of treasury shares during its meeting on 02/03/2017. Following the above, the trading of 1,358,168 shares was terminated on Wednesday, March 8, 2017, and the shares were canceled.
Furthermore, the Extraordinary General Meeting of the Company's Shareholders that convened on February 2nd, 2017, unanimously approved the stock repurchase plan of the Company according to
article 16 of P.L. 2190/1920 as it is currently in effect. Specifically, the shareholders approved the purchase within a period of twenty four (24) months from the current decision's date namely until 02.02.2019 at the latest, of up to 4,374,145 common registered shares or 10% of the Company's outstanding shares (today at 43,741,452 as result of the approved decision for share capital decrease via the reduction of the total number of shares, due to cancellation of treasury shares), with a purchase price range from one Euro and fifty cents (1.50 €) to three Euros and fifty cents (3.50 €) cents. Furthermore, the General Meeting of shareholders approved the granting of the relevant authorizations to the Board of Directors of the Company for the implementation of the above plan within the time framework defined above.
The Management of the Company in application of the clauses of article 17 of the Regulation no. 596/2014 of the European Parliament and the Council, as well as the article 4.1.3.1 of the Regulation of the Athens Exchange, announced to the investors' community that following the granting of the relevant approvals, it proceeded on March 6th, 2017 with the purchase from "GR. SARANTIS CYPRUS LTD" of thirteen thousand six hundred and twenty five (13,625) common registered shares of the Societe Anonyme under the name "THRACE SARANTIS INDUSTRIAL AND COMMERCIAL SOCIETEANONYME" and the distinctive title "THRACE SARANTIS S.A.", which represent a percentage of 50% of the paid-up share capital for a total consideration of one million (1,000,000) Euros. Following the above transaction, the Company became the sole shareholder of "THRACE SARANTIS S.A." as it already participated in the share capital of the latter by 50%. The acquired company will be included in the consolidated financial statements based on the full consolidation method.
Furthermore, following a relevant decision of the Extraordinary Shareholders Meeting on 06/03/2017, the company was renamed in Thrace Polyfilms SA.
The Management of the Company in application of the clauses of article 17 of the Regulation no. 596/2014 of the European Parliament and the Council, as well as the article 4.1.3.1 of the Regulation of the Athens Exchange, announced to the investors' community that the Draft Merger Agreement was approved and signed by its fully owned subsidiary Societe Anonyme under the name "THRACE GREENHOUSES SOCIETEANONYME" with regard to the absorption by the latter of the Societe Anonyme under the name "ELASTRON AGRICURTURAL COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME". According to the above mentioned Draft Merger Agreement, the Board of Directors of the two merged companies decided that the merger will be implemented according to the clauses of articles 68-77a of P.L. 2190/1920 as well as the articles 1-5 of L. 2166/1993, as they are currently in effect, whereas the date of the balance sheet transformation was set on December 31st, 2016. The Company's Management via a relevant announcement stated that the above merger is not expected to have any material impact of the financial results of the Company.
The above merger was approved by the decision under the protocol number Γ/ΕΞ/2117-1/26.07.2017 of the Regional Vice-Governor of Xanthi of the Region of Eastern Macedonia and Thrace (ΑΔΑ: Ω44Μ7ΛΒ-ΜΗΛ), and was registered in the General Electronic Commercial Registry (G.E.MI.) on 28/07/2017 under the code number 112663, according to the clauses of articles 68, paragraph 2 and 69-77 of C.L. 2190/1920 and of the articles 1-5 of Law 2166/1993, as they are currently in effect. Furthermore, with this decision of the Regional Vice-Governor of Xanthi it was approved the amendment of article 5, paragraph 1 of the Articles of Association of the Societe Anonyme under the name "THRACE GREENHOUSES SOCIETE ANONYME", according to the relevant decision of the company's Extraordinary Shareholders Meeting on 22/06/2017.
The shareholders at the Ordinary General Meeting on May 11th, 2017, unanimously approved the allocation (distribution) of the results of fiscal year 2016 (01.01.2016 - 31.12.2016) and specifically approved the non-distribution (non-payment) of any dividend to the Company's shareholders from the earnings of the closing year 2016 (01.01.2016 - 31.12.2016).
In the context of the changes in the Group's organizational structure, the company Pareen LTD which was fully owned (100%) by the parent company, was transferred to its subsidiary company Synthetic Holdings LTD. Synthetic Holdings LTD issued 13,397 new shares which were received by the Parent company in exchange for the above transaction. Following, the Parent company increased its interest in Synthetic Holding by 7,121,000 Euros, meaning by an amount equivalent to its participation in the company Pareen LTD.
On 05/05/2017, the company Thrace Protect M.I.K.E. was established as subsidiary of the company Thrace Nonwoven & Geosynthetics SA. The newly established company will gradually be responsible for the safeguarding of the facilities of the Group's companies.
In the context of the Group's investment program during the period 2017 – 2018, investments of 12.1 million Euros were implemented in the first half of the current year and are analyzed as following:
Amount of 6.3 million Euros concerns investments of the subsidiaries in the Technical Fabrics Unit and mainly of Thrace Nonwovens & Geosynthetics SA (Xanthi) and Don &Low Ltd (Scotland).
Amount of 5.6 million Euros concerns investments of the Group's subsidiaries in the Packaging Unit, mainly of Thrace Plastics Pack SA (Ioannina) and Thrace Ipoma (Bulgaria).
Amount of 0.2 million Euros concern other investments.
The following table presents the Group's results for the 1st half of 2017 compared to the respective period of 2016:
| Consolidated Results of First Half 2017 | ||||||
|---|---|---|---|---|---|---|
| 1st Half 1st Half % Change 2017 2016 |
||||||
| Turnover | 161,101 | 150,638 | 6.9% | |||
| Gross Profit | 34,461 | 35,350 | -2.5% | |||
| Gross Profit Margin | 21.4% | 23.5% | ||||
| Other Operating Income | 1,109 | 658 | 68.5% | |||
| As % of Turnover | 0.7% | 0.4% | ||||
| Distribution Expenses | 15,445 | 13,509 | 14.3% | |||
| As % of Turnover | 9.6% | 9.0% | ||||
| Administrative Expenses | 9,643 | 8,375 | 15.1% |
| As % of Turnover | 6.0% | 5.6% | |
|---|---|---|---|
| Other Operating Expenses | 915 | 1,136 | -19.5% |
| As % of Turnover | 0.6% | 0.8% | |
| Other Losses | 839 | 342 | 145.3% |
| ΕΒΙΤ * | 8,728 | 12,646 | -31.0% |
| Margin EBIT | 5.4% | 8.4% | |
| EBITDA * | 15,357 | 18,399 | -16.5% |
| Margin EBITDA | 9.5% | 12.2% | |
| Financial Income | 407 | 1,482 | -72.5% |
| Financial Expenses | 3,181 | 4,293 | -25.9% |
| Income from Companies consolidated with the Equity Method |
739 | 738 | 0.1% |
| Losses from participations | 180 | - | - |
| EBT | 6,513 | 10,573 | -38.4% |
| EBT Margin | 4.0% | 7.0% | |
| Income Tax | 1,785 | 2,312 | -22.8% |
| Total EAT | 4,728 | 8,261 | -42.8% |
| EAT Margin | 2.9% | 5.5% | |
| Minority Interest | 148 | 160 | -7.5% |
| Total EATAM | 4,580 | 8,101 | -43.5% |
| EATAM Margin | 2.8% | 5.4% | |
| Earnings per Share (in euro) | 0.1047 | 0.1839 | -43.1% |
*Note: The Alternative Performance Measures are described in Section III of the current Report.
The sales volume increased by 10.5% on Group level. Specifically in the Technical Fabrics business unit the volume of sales posted an increase of 10.7%, while on the other hand sales volume in the Packaging business unit increased by 9.6%.
Gross profit margin settled at 21.4% compared to 23.5% in the respective semester of the previous year. The above reduction derived from the contraction of gross profit margin by 2.3 percentage points in the Technical Fabrics Unit and by 1.1 percentage points in the Packaging Unit.
Other operating income during the first half 2017 includes income from ADMIE (Independent Power Transmission Operator) with regard to the Greek subsidiaries of the Group in the context of a more efficient electric energy management.
Distribution expenses posted an increase in both business units of the Group during the first half of 2017 mainly due to the further enlargement of the distribution network.
Distribution expenses settled at 9.6% of total turnover versus 9.0% in the first half of 2016.
The administrative expenses as percentage of total turnover settled at 6.0% from 5.6% in the first half of 2016. Administrative expenses include Research & Development Expenses amounting to € 938 in the first half of the current year compared to € 442 in the corresponding period of 2016.
The analysis of the other operating expenses in the 1st half of the current year as compared to the same period of 2016 is presented below:
| 30.6.2017 | 30.6.2016 | |
|---|---|---|
| Provisions for doubtful customers Other taxes and duties non-incorporated in |
194 | 187 |
| operating cost | 103 | 94 |
| Depreciation / Amortization | 71 | 67 |
| Personnel's indemnities | 78 | 139 |
| Commission fees / other banking expenses | 63 | 98 |
| Expenses for the purchase of maquettes | 246 | 219 |
| Other operating expenses | 160 | 332 |
| Total | 915 | 1,136 |
| Other Losses | € 839 (+145.3%) |
|---|---|
The above change is mainly due to the negative foreign exchange differences which were generated from the receivables of the Group's subsidiaries in US dollar and as result of the decline of the dollar against the Euro.
EBITDA margin settled at 9.5% compared to 12.2% in the first half of the year 2016.
| Financial Result (Income – Expenses) | - € 2,774 (-1.3%) | |
|---|---|---|
The Financial Income amounted to € 407 posting a drop by 72.5% compared to the first half of 2016 whereas the Financial Expenses settled at € 3,181 lower by 25.9% compared to the corresponding period of 2016.
The Group's subsidiaries Thrace Greiner Packaging SRL, Lumite Inc, Thrace Eurobent S.A. and Thrace Greenhouses S.A. are consolidated with the equity method due to change of standards regarding the consolidation of joint arrangements (IFRS 10, IFRS 11, and IFRS 12). IFRS 11 removes the concept of the proportional consolidation of joint arrangements. Instead, the joint arrangements which fulfill the definition of a joint venture are accounted for with the equity method. In the Group's companies Thrace Greiner Packaging SRL (participation stake of 46.47%), Lumite Inc. (50%), Thrace Eurobent S.A. (51%) and Thrace Greenhouses S.A. (50.91%), the management is jointly exercised with the other shareholder along with the right of participation in the above companies' net assets.
EBT € 6,513 (-38.4%)
EBT margin settled at 4.0% compared to 7.0% in the first half of 2016.
EAT € 4,728 (-42.8%)
EAT margin settled at 2.9% as compared to 5.5% in the first half of 2016.
EATAM margin settled at 2.8% in the first half of 2017 as compared to 5.4% in the same period of 2016.
The following table summarizes the results during the first half of the current financial year from the individual sectors where the Group operates in:
| RESULTS PER BUSINESS UNIT* | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Technical Fabrics Packaging Agricultural Unit |
|||||||||
| 1st 1st 1st Half 1st Half % Half Half % 1st Half 2017 2016 Change 2017 2016 Change 2017** |
1st Half 2016 |
||||||||
| Turnover | 124,630 | 116,592 | 6.9% | 42,647 | 39,217 | 8.7% | - | 624 | |
| Gross Profit | 24,676 | 25,740 | -4.1% | 9,451 | 9,135 | 3.5% | - | 122 | |
| Gross Profit Margin |
19.8% | 22.1% | 22.2% | 23.3% | - | 19.6% | |||
| Total EBITDA | 9,112 | 11,829 | -23.0% | 6,269 | 6,477 | -3.2% | - | 106 | |
| EBITDA Margin | 7.3% | 10.1% | 14.7% | 16.5% | - | 17.0% |
* Any differences appearing as compared to the published results are due to eliminations between business units.
** The company Thrace Greenhouses after the absorption of the company Elastron Agricultural during the first half of 2017 was consolidated with the equity method.
a) Technical Fabrics Sector: Production and trade of technical fabrics for industrial and technical use. b) Packaging Sector: Production and trade of packaging materials, plastic bags, and plastic boxes for the packaging of food and colors and other packaging materials for agricultural use.
c) Agricultural Sector: It concerns the activity of the Company's subsidiary "Thrace Greenhouses S.A." which activates in tomato production by applying the method of hydroponic cultivation and the utilization of geothermal energy.
The following table summarizes the basic figures of the Group's Statement of Financial Position information on 30.06.2017:
| CONSOLIDATED BALANCE SHEET | ||||
|---|---|---|---|---|
| 30.06.2017 | 31.12.2016 | % Change | ||
| Tangible Fixed Assets | 111,419 | 107,437 | 3.7% | |
| Investment Property | 113 | 113 | 0.0% | |
| Intangible Assets | 11,480 | 11,605 | -1.1% | |
| Interests in Related Companies | 13,436 | 11,347 | 18.4% | |
| Other Long-term Receivables | 7,448 | 7,387 | 0.8% |
| Deferred Tax Assets | 2,532 | 2,633 | -3.8% |
|---|---|---|---|
| Total Fixed Assets | 146,428 | 140,522 | 4.2% |
| Inventories | 60,101 | 57,695 | 4.2% |
| Income Tax Prepaid | 1,621 | 1,526 | 6.2% |
| Trade Receivables | 66,165 | 50,640 | 30.7% |
| Other Receivables | 6,903 | 8,028 | -14.0% |
| Cash & Cash Equivalents | 28,472 | 31,080 | -8.4% |
| Total Current Assets | 163,262 | 148,969 | 9.6% |
| TOTAL ASSETS | 309,690 | 289.491 | 7.0% |
| Shareholders' Equity | 124,118 | 120,672 | 2.9% |
| Minority Interest | 2,264 | 2,116 | 7.0% |
| TOTAL EQUITY | 126,382 | 122,788 | 2.9% |
| Long-term Liabilities | - | - | |
| Long-term Loans | 17,638 | 18,663 | -5.5% |
| Provisions for Employee Benefits | 23,131 | 24,369 | -5.1% |
| Other Long-term Liabilities | 6,019 | 5,624 | 7.0% |
| Total Long-term Liabilities | 46,788 | 48,656 | -3.8% |
| Short-term Liabilities | - | - | |
| Short-term Bank Debt | 71,269 | 67,139 | 6.2% |
| Suppliers | 42,769 | 31,799 | 34.5% |
| Other Short-term Liabilities | 22,482 | 19,109 | 17.7% |
| Total Short-term Liabilities | 136,520 | 118,047 | 15.6% |
| TOTAL LIABILITIES | 183,308 | 166,703 | 10.0% |
| TOTAL EQUITY & LIABILITIES | 309,690 | 289,491 | 7.0% |
Fixed assets increased to € 111,419 on 30.06.2017 compared to€ 107,437 on 30.06.2016 due to the new investments that were implemented in the context of the Group's investment plan for the period 2017-2018.
➢ Trade receivables: € 66,165 (+30.7%)
Trade receivables are higher due to seasonality as well as due to the higher sales generated from the new investments.
➢ Inventories: € 60,101 (+4.2%)
The change in Equity derived from the contribution of the current period's earnings by € 4,728, the actuarial gain that resulted from the pension plan of Don & Low Ltd by € 951, as well as the negative foreign exchange differences that resulted from the conversion of balance sheets in foreign currency by € 2,100.
Fixed Assets € 146,428 (+4.2%)
The provisions for employee benefits are lower mainly due to the decrease of the actuarial deficit of the Don & Low LTD pension plan.
The total liability of Don & Low LTD's plan, as presented in the Balance Sheet of 30.06.2017, is analyzed as follows:
| Don & Low Ltd | 30.6.2017 | 31.12.2016 |
|---|---|---|
| Present value of liabilities | 154,327 | 129,175 |
| Fair value of assets | 133,288 | 106,868 |
| Net liability recognized in Balance Sheet | 21,039 | 22,308 |
The structure of the plan's Assets on 30.06.2017 is as follows:
| Don & Low Ltd | 30.6.2017 | 31.12.2016 |
|---|---|---|
| Shares – Mutual Funds | 34,459 | 31,417 |
| Bonds – Mutual Funds | 33,663 | 32,002 |
| Diversified Growth Funds | 64,597 | 65,055 |
| Other | 569 | 701 |
| Total | 133,288 | 129,175 |
Net Bank Debt (Long-term Loans + Short-term Loans – Cash & Cash Equivalents) amounted to € 60,435, while the Net Bank Debt/Equity ratio settled at 0.48x compared to 0.45x on 31.12.2016.
Short-term liabilities amounted to € 136,520 thousand compared to € 118,047 thousand on 31.12.2016, thus increased by 15.6%.
Increase of Suppliers due to seasonality factors
| 30.06.2017 | 30.6.2016 | |
|---|---|---|
| EBITDA | 15,357 | 18,399 |
| Non Cash and Non Operating Movements | 3,207 | 4,244 |
| Change in Working Capital | -8,210 | -10,847 |
| Cash from Operating Activities | 10,354 | 11,796 |
| Interest and Income Tax Paid & Other Financial Income | -3,806 | -4,532 |
| Total Inflows / Outflows from Operating Activities | 6,548 | 7,264 |
| Investment Activities | -12,865 | -8,334 |
| Financing Activities | 4,337 | 6,586 |
| Net Increase / (Decrease) in Cash | -1,980 | 5,516 |
| Cash at beginning of period | 31,080 | 26,411 |
| FX changes on cash | -628 | -1,785 |
| Cash at end of period | 28,472 | 30,142 |
In the context of its decision making concerning the financial, operating and strategic planning as well as the evaluation of its performance, the Group utilizes Alternative Performance Measures (APM). These indicators mainly serve the better understanding of the financial and operating results of the Group, its financial position as well as its cash flow statement. The Alternative Performance Measures (APM) should be always taken into account in line with the financial statements which have been prepared according to the IFRS and in no case the APM replace the above.
During the description of the developments and the performance of the Group, ratios such as the EBIT and the EBITDA are utilized.
The EBIT serves the better analysis of the Group's operating results and is calculated as follows: Turnover plus other operating income minus the total operating expenses, before the financial and investment activities. The EBIT margin (%) is calculated by dividing the EBIT by the turnover.
The EBITDA serves the better analysis of the Group's operating results and is calculated as follows: Turnover plus other operating income minus the total operating expenses before the depreciation of fixed assets, the amortization of grants and the impairments, as well as before the financial and investment activities. The EBITDA margin (%) is calculated by dividing the EBITDA by the turnover.
The most significant transactions of the Company with the related parties during the 1st half of 2017, and following the offsetting of receivables/liabilities, are presented below:
| Sales - Income | Sales | Income * | Total |
|---|---|---|---|
| Thrace NW & Geosynthetics | 1,218 | 799 | 2,017 |
| Thrace IPOMA | 1,363 | 164 | 1,527 |
| Thrace Plastics Pack | 202 | 407 | 609 |
| Don & Low LTD | 0 | 532 | 532 |
| Thrace Polybulk AB | 0 | 128 | 128 |
| Thrace Linq Inc | 0 | 176 | 176 |
| Synthetics Holdings LTD | 0 | 128 | 128 |
| Synthetic Packaging | 213 | 76 | 289 |
| Total | 2,996 | 2,410 | 5,406 |
* Income refers to charges for Administrative Services rendered from the Parent company to the subsidiaries.
| Purchases - Expenses | Purchases | Expenses | Total |
|---|---|---|---|
| Thrace NW & Geosynthetics | 278 | 0.0 | 278 |
| Total | 278 | 0.0 | 278 |
| Trade Receivables * | 30.06.2017 |
|---|---|
| Thrace Eurobent | 210 |
| Thrace Polyfilms | 230 |
| Thrace Plastics Pack | 164 |
| Thrace Ipoma | 966 |
| Thrace NW & Geosynthetics | 10,314 |
| Synthetic Packaging | 151 |
| Total | 12,036 |
* After offsetting against liabilities.
The Company has granted collaterals in favor of its subsidiaries to the banks as insurance against credit lines. As of 30.06.2017 the guaranteed amount on behalf of the Company settled at € 38,774.
The remuneration of the Management during the 1st half of the current year amounted to euro 2,027 thousand at the Group level compared to euro 1,971 thousand during the respective period of 2016, and at the company level to euro 787 thousand compared to 648 thousand the previous year.
There were no changes in transactions between the Company and its related parties, which could have significant effects on the financial position and performance of the Company during the 1st Half of 2017.
All transactions described above have taken place under normal market terms.
The interim condensed financial information does not include the disclosure of the entire risk factors as required in the preparation of the annual consolidated financial statements and should be examined in conjunction with the annual financial statements of the Group for the year ended on 31 December 2016.
The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans.
In general, the Group's activities face several risks. Such risks include market risk (foreign exchange risk and risk from changes and raw materials prices), credit risk, liquidity risk and interest rate risk.
The Group is exposed to foreign exchange risk that arises from existing or expected cash flows in foreign currency and from investments that have been made in foreign countries. The management of several risks is applied with the use of natural hedging instruments. Specifically, the Group's policy is to make forward foreign exchange sales in the corresponding currency for the amount of sales that are realized by the Group's companies in foreign currency.
The Company is exposed to fluctuations in the price of polypropylene, which is faced with a corresponding change in the sale price of the final product. The possibility that the increase in polypropylene prices will not be fully transferred to the sale price, induces pressure on profit margins.
Also, risk from fluctuation of prices of raw materials arises in the case of a large drop in prices.
The Group is exposed to credit risk, and in order to manage such consistently, it applies a clearly defined credit policy that is continuously monitored and reviewed, in order to assure that the provided credit does not exceed the credit limit per customer. Also, insurance contracts are made to cover sales per customer, while collateral is not required on the assets of customers. During the preparation date of the financial statements, provisions were made for doubtful debts and the Management considers that there is no other substantial credit risk that is not covered by insurance coverage or provisions.
The monitoring of liquidity risk is focused on managing cash inflows and outflows on a constant basis, in order for the Group to have the ability to meet its cash flow obligations. The management of liquidity risk is applied by maintaining cash equivalents and approved bank credits. During the preparation date of the financial statements, there were adequate cash reserves and also available unused approved bank credits towards the Group, which are considered sufficient to face a possible shortage of cash equivalents.
The Group controls capital adequacy using the ratio of net bank debt to Equity. The net bank debt to EBITDA ratio is also used in the annual financial report.
| Capital Adequacy Risk | Group | |
|---|---|---|
| 30.6.2017 | 31.12.2016 | |
| Long-term debt | 17,638 | 18,663 |
| Short-term debt | 71,269 | 67,139 |
| Total debt | 88,907 | 85,802 |
| Minus cash & cash equivalents | 28,472 | 31,080 |
| Net debt | 60,435 | 54,722 |
| EQUITY | 126,440 | 122,788 |
| NET BANK DEBT / EQUITY | 0.48 | 0.44 |
The Greek banks entered into a bank holiday period on 28.06.2015 via an Act of Legislative Content which imposed capital controls in accordance with the respective decision of the Ministry of Finance. The bank holiday was terminated on 20.07.2015 whereas capital controls still remain intact despite the constant improvements in the relevant legislative framework towards the relaxation of initial capital control measures.
It is noted that the capital controls did not have any negative effect on the Group's sales in the Greek market until today (Greek sales represent only 18% of the total turnover). However at the current stage it is difficult to estimate any future effect on the results due to the imposed capital controls.
In any case, the Management has concluded that there is no need for additional provisions for impairment with regard to the financial and non-financial assets of the Group and the Company on 30th June 2017, whereas it constantly monitors the developments in order to take measures and proceed with actions for the minimization of the negative effect on the activity of the Company and the Group.
During the first half of 2017, sales volume posted a double-digit growth compared to the corresponding period of fiscal year 2016. Despite the above, the sales volume growth has not been yet reflected into the earnings level, mainly due to the actions taken for the distribution of the higher production volumes and also due to the negative impact from the gradual increase of raw material prices as well as the delays seen in the transferring of the higher cost into the final sale price. This trend is expected to continue in the second half of the year and affect the results, however to a lower degree.
Furthermore, the prospects for the current fiscal year 2017 are directly dependent on the broader climate of uncertainty in the external environment and specifically on the impact of BREXIT as well as on foreign exchange rates. However the Group's strong capital structure in conjunction with the healthy operating and organizational structures which the Group possesses, provide the Management with the ability to effectively manage any difficulties arising and to continue the implementation of its strategic plan without any interruption.
The Extraordinary General Meeting of the Company's Shareholders that convened on February 2nd , 2017, approved the reduction of the Company's share capital by the amount of 893,090.88 Euros via the reduction of the Company's total number of shares from 45,094,620 to 43,741,452 common registered shares, due to the cancellation of 1,353,168 treasury shares of the Company, which had been purchased during the period from 26-4-2012 to 25-09-2012 and from 12-01-2015 to 22-12- 2016 : (a) 1,132,614 treasury shares were purchased in execution of the decision of the Extraordinary Shareholders' Meeting on 29/12/2014 and (b) 220,554 were purchased in execution of the decision of the Annual Shareholders' Meeting on 20/04/2012. Following the above reduction, the Company's share capital amounts to twenty eight million, eight hundred sixty nine thousand, three hundred and fifty eight Euros and thirty two cents (28,869,358.32 €), divided by 43,741,452 common registered shares with nominal value of 0.66 Euro per share. The decision no. 19041/15.02.2017 (ΑΔΑ: ΩΠΨΟ465ΧΙ8-1ΜΑ) of the Listed Companies Dept. of the Ministry of Finance and Development was registered in the General Electronic Commercial Registry (G.E.MI.) under the code number 922921 on February 15th 2017. By the above decision, it was approved the amendment of the article 5 of the Company's Articles of Association. The Administrative Committee of the Stock Markets of the Athens Exchange was informed about the above share capital reduction of the Company due to cancelation of treasury shares during its meeting on 02/03/2017. Following the above, the trading of 1,358,168 shares was terminated on Wednesday, March 8, 2017, and the shares were canceled.
Furthermore, the Extraordinary General Meeting of the Company's Shareholders that convened on February 2nd, 2017, unanimously approved the stock repurchase plan of the Company according to article 16 of P.L. 2190/1920 as it is currently in effect. Specifically, the shareholders approved the purchase within a period of twenty four (24) months from the current decision's date namely until 02.02.2019 at the latest, of up to 4,374,145 common registered shares or 10% of the Company's outstanding shares (today at 43,741,452 as result of the approved decision for share capital decrease via the reduction of the total number of shares, due to cancellation of treasury shares), with a purchase price range from one Euro and fifty cents (1.50 €) to three Euros and fifty cents (3.50 €) cents. Furthermore, the General Meeting of shareholders approved the granting of the relevant
authorizations to the Board of Directors of the Company for the implementation of the above plan within the time framework defined above.
Since the date of the above decision and until today, the Company has not proceeded with any stock repurchase.
On 04/08/2017 the merger through absorption of the company Thrace Linq INC by the company Delta Real Estate Investments LLC (it possesses a property which hosts the facilities of Thrace Linq) was completed. In a following stage the absorbing company was renamed into Thrace Linq INC.
Xanthi, 06/09/2017
The Chairman and Chief Executive Officer The Vice-Chairman of the Board
The Board Member
Konstantinos Chalioris
Theodosios Kolyvas
Georgios Braimis
We have reviewed the accompanying condensed company and consolidated statement of financial position of "THRACE PLASTICS Co S.A." (the "Company") as of 30 June 2017 and the related condensed company and consolidated statements of 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 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 interim financial information is not prepared, in all material respects, in accordance with IAS 34.
Our review has not revealed any inconsistency or discrepancy of the other information of the sixmonth financial report, as required by article 5 of L.3556/2007, with the accompanying interim condensed financial information.
Athens, 07 September 2017
PricewaterhouseCoopers SA 268 Kifissias Avenue, 152 32 Halandri, Greece The Certified Auditor SOEL Reg.No. 113 DimitriosSourbis
SOEL Reg.No. 16891
| Statement of Comprehensive Income (1.1.2017 – 30.06.2017) |
19 |
|---|---|
| Statement of Comprehensive Income (1.4.2017 – 30.06.2017) |
20 |
| Statement of Financial Information | 21 |
| Statement of Changes in Equity | 22 – 23 |
| Statement of Cash Flows | 24 |
| Notes on the Financial Statements | 25 - 48 |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note 1/1 - 30/06/2017 | 1/1 - 30/06/2016 | 1/1 - 30/06/2017 | 1/1 - 30/06/2016 | ||
| Turnover | 161,101 | 150,638 | 8,025 | 7,582 | |
| Cost of Sales | (126,640) | (115,288) | (6,581) | (6,299) | |
| Gross Profit/(loss) | 34,461 | 35,350 | 1,444 | 1,283 | |
| Other Operating Income | 3 | 1,109 | 658 | 2,637 | 2,439 |
| Selling Expenses | (15,445) | (13,509) | (332) | (271) | |
| Administrative Expenses | (9,643) | (8,375) | (3,152) | (2,699) | |
| Other Operating Expenses | 4 | (915) | (1,136) | (142) | (348) |
| Other profit / (losses) | 5 | (839) | (342) | (21) | (40) |
| Operating Profit /(loss) before interest and tax | 8,728 | 12,646 | 434 | 364 | |
| Financial Income | 6 | 407 | 1,482 | 1 | |
| Financial Expenses | 6 | (3,181) | (4,293) | (672) | (939) |
| Income from dividends | - | - | - | - | |
| Profit / (losses) from participations | 19 | 739 | 738 | - | - |
| Profit / (losses) from participations | (180) | - | |||
| Profit/(loss) before Tax | 6,513 | 10,573 | (238) | (574) | |
| Income Tax | 8 | (1,785) | (2,312) | 195 | 29 |
| Profit/(loss) after tax (A) | 4,728 | 8,261 | (43) | (545) | |
| Other comprehensive income | |||||
| Items transferred to the results | |||||
| FX differences from translation of foreign Balance Sheets | (2,100) | (5,036) | - | - | |
| Items not transferred to the results | - | - | - | ||
| Actuarial profit/(loss) | 951 | (8,387) | - | ||
| Other comprehensive income after taxes (B) | (1,149) | (13,423) | - | - | |
| Total comprehensive income after taxes (A) + (B) | 3,579 | (5,162) | (43) | (545) | |
| Profit / (loss) after tax (A) | |||||
| Attributed to: Owners of the parent |
4,580 | 8,101 | - | ||
| Minority interest | 148 | 160 | - - |
- | |
| Total comprehensive income after taxes (A) + (B) | |||||
| Attributed to: | |||||
| Owners of the parent Minority interest |
3,431 148 |
(5,324) 162 |
- - |
- - |
|
| Profit/(loss) allocated to shareholders from continued activities per | |||||
| share (A) | |||||
| Number of shares Earnings/(loss) per share |
7 | 43,741 | 44,060 | - | - |
| 0.1047 | 0.1839 | - | - |
| Group | Company | |||
|---|---|---|---|---|
| Note 1/4 - 30/06/2017 | 1/4 - 30/06/2016 | 1/4 - 30/06/2017 | 1/4 - 30/06/2016 | |
| Turnover | 84,556 | 80,333 | 3,855 | 3,587 |
| Cost of Sales | (66,860) | (61,160) | (3,193) | (3,036) |
| Gross Profit/(loss) | 17,696 | 19,173 | 662 | 551 |
| Other Operating Income | 449 | 346 | 1,359 | 1,223 |
| Selling Expenses | (7,687) | (7,246) | (159) | (129) |
| Administrative Expenses | (4,897) | (4,086) | (1,589) | (1,331) |
| Other Operating Expenses | (435) | (578) | (64) | (105) |
| Other profit / (losses) | (861) | 40 | (12) | (18) |
| Operating Profit /(loss) before interest and tax | 4,265 | 7,649 | 197 | 191 |
| Financial Income | 319 | 904 | - | - |
| Financial Expenses | (1,489) | (2,722) | (315) | (561) |
| Income from dividends | - | - | - | - |
| Profit / (losses) from companies consolidated with the Equity Method | 488 | 522 | - | - |
| Profit / (losses) from participations | 127 | - | - | - |
| Profit/(loss) before Tax | 3,710 | 6,353 | (118) | (370) |
| Income Tax | (1,214) | (1,457) | 172 | (39) |
| Profit/(loss) after tax (A) | 2,496 | 4,896 | 54 | (409) |
|---|---|---|---|---|
| Other comprehensive income | ||||
| Items transferred to the results | ||||
| FX differences from translation of foreign Balance Sheets | (1,941) | (1,485) | - | - |
| Items not transferred to the results | ||||
| Actuarial profit/(loss) | (2,419) | (3,243) | - | (31) |
| Other comprehensive income after taxes (B) | (4,360) | (4,728) | - | (31) |
| Total comprehensive income after taxes (A) + (B) | (1,864) | 168 | 54 | (440) |
| Profit / (loss) after tax (A) | ||||
| Attributed to: | ||||
| Owners of the parent | 2,433 | 4,821 | - | - |
| Minority interest | 63 | 75 | - | - |
| Total comprehensive income after taxes (A) + (B) | ||||
| Attributed to: | ||||
| Owners of the parent | (1,927) | 93 | - | - |
| Minority interest | 63 | 75 | - | - |
| Profit/(loss) allocated to shareholders from continued activities per share (A) |
||||
| Number of shares | 43,741 | 44,115 | - | - |
| Earnings/(loss) per share | 0.0556 | 0.1093 | - | - |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | |
| ASSETS | |||||
| Non-Current Assets | |||||
| Tangible fixed assets | 9 | 111,419 | 107,437 | 6,687 | 6,151 |
| Investment property | 9 | 113 | 113 | 14 | 14 |
| Intangible Assets | 9 | 11,480 | 11,605 | 669 | 685 |
| Participation in subsidiaries | 19 | - | - | 69,261 | 69,684 |
| Participation in related companies | 19 | 13,436 | 11,347 | 3,004 | 1,566 |
| Other long term receivables | 10 | 7,448 | 7,387 | 1,970 | 1,967 |
| Deferred tax assets | 2,532 | 2,633 | 207 | 12 | |
| Total non-Current Assets | 146,428 | 140,522 | 81,812 | 80,079 | |
| Current Assets | |||||
| Inventories | 60,101 | 57,695 | 2,044 | 1,785 | |
| Income tax prepaid | 1,621 | 1,526 | 1,052 | 1,036 | |
| Trade receivables | 66,165 | 50,640 | 3,623 | 3,081 | |
| Other debtors | 6,903 | 8,028 | 11,381 | 10,870 | |
| Cash and Cash Equivalents | 28,472 | 31,080 | 490 | 1,853 | |
| Total Current Assets | 163,262 | 148,969 | 18,590 | 18,625 | |
| TOTAL ASSETS | 309,690 | 289,491 | 100,402 | 98,704 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Share Capital | 28,869 | 29,762 | 28,869 | 29,762 | |
| Share premium | 21,541 | 21,526 | 21,644 | 21,644 | |
| Other reserves | 21,367 | 22,539 | 14,149 | 13,256 | |
| Retained earnings | 52,341 | 46,845 | 6,127 | 6,155 | |
| Total Shareholders' equity | 124,118 | 120,672 | 70,789 | 70,817 | |
| Minority Interest | 2,264 | 2,116 | - | - | |
| Total Equity | 126,382 | 122,788 | 70,789 | 70,817 | |
| Long Term Liabilities | |||||
| Long Term loans | 12 | 17,638 | 18,663 | - | - |
| Provisions for Employee Benefits | 13 | 23,131 | 24,369 | 356 | 352 |
| Other provisions | 680 | 761 | 714 | 685 | |
| Deferred Tax Liabilities | 4,579 | 4,524 | - | - | |
| Other Long Term Liabilities | 760 | 339 | 659 | 116 | |
| Total Long Term Liabilities | 46,788 | 48,656 | 1,729 | 1,153 | |
| Short Term Liabilities | |||||
| Short Term loans | 12 | 71,269 | 67,139 | 21,932 | 21,977 |
| Income Tax | 4,515 | 3,779 | - | - | |
| Suppliers | 42,769 | 31,799 | 3,745 | 2,202 | |
| Other short-term liabilities | 17,967 | 15,330 | 2,207 | 2,555 | |
| Total Short Term Liabilities | 136,520 | 118,047 | 27,884 | 26,734 | |
| TOTAL LIABILITIES | 183,308 | 166,703 | 29,613 | 27,887 | |
| TOTAL EQUITY & LIABILITIES | 309,690 | 289,491 | 100,402 | 98,704 |
| Share Capital | Share Premium | Other Reserves | Treasury shares reserve |
Reserve of FX differences from translation of subsidiaries |
Retained earnings |
Total before minority interest |
Minority interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 01/01/2016 | 29,762 | 21,529 | 26,464 | (1,003) | 3,596 | 47,046 | 127,394 | 1,844 | 129,238 |
| Profit / (loss) for the period | - | - | - | - | - | 8,101 | 8,101 | 160 | 8,261 |
| Other comprehensive income | - | - | - | - | (5,037) | (8,387) | (13,424) | - | (13,424) |
| Distribution of earnings | - | - | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - | - | - |
| Other changes | - | - | 83 | - | - | (74) | 9 | - | 9 |
| Purchase of treasury shares | - | - | - | (292) | - | - | (292) | - | (292) |
| Changes during the period | - | - | 83 | (292) | (5,037) | (360) | (5,606) | 160 | (5,446) |
| Balance as at 30/06/2016 | 29,762 | 21,529 | 26,547 | (1,295) | (1,441) | 46,686 | 121,788 | 2,004 | 123,792 |
| Balance as at 01/01/2017 | 29,762 | 21,526 | 26,547 | (1,760) | (2,248) | 46,845 | 120,672 | 2,116 | 122,788 |
| Profit / (loss) for the period | - | - | - | - | - | 4,580 | 4,580 | 148 | 4,728 |
| Other comprehensive income | - | - | - | - | (2,100) | 951 | (1,149) | - | (1,149) |
| Distribution of earnings | - | - | 35 | - | - | (35) | - | - | - |
| Dividends | - | - | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - | - | - |
| Other changes | - | 15 | - | - | 15 | - | 15 | ||
| Purchase of treasury shares | (893) | - | (867) | 1,760 | - | - | - | - | - |
| Changes during the period | (893) | 15 | (832) | 1,760 | (2,100) | 5,496 | 3,446 | 148 | 3,594 |
| Balance as at 30/06/2017 | 28,869 | 21,541 | 25,715 | 0 | (4,348) | 52,341 | 124,118 | 2,264 | 126,382 |
| Share Capital | Share Premium | Other Reserves | Treasury shares reserve |
Reserve of FX differences from translation of subsidiaries |
Retained earnings | Total | |
|---|---|---|---|---|---|---|---|
| Balance as at 01/01/2016 | 29,762 | 21,644 | 15,000 | (1,003) | 16 | 5,987 | 71,406 |
| Profit / (loss) for the period | - | - | - | - | - | (545) | (545) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - |
| Purchase of treasury shares | - | - | - | (292) | - | - | (292) |
| Changes during the period | - | - | - | (292) | - | (545) | (837) |
| Balance as at 30/06/2016 | 29,762 | 21,644 | 15,000 | (1,295) | 16 | 5,442 | 70,569 |
| Balance as at 01/01/2017 | 29,762 | 21,644 | 15,000 | (1,760) | 16 | 6,155 | 70,817 |
| Profit / (loss) for the period | - | - | - | - | - | (43) | (43) |
| Other comprehensive income | - | - | - | - | - | 15 | 15 |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - |
| Other changes | - | - | - | - | - | - | - |
| Purchase of treasury shares | (893) | - | (867) | 1,760 | - | - | - |
| Changes during the period | (893) | - | (867) | 1,760 | - | (28) | (28) |
| Balance as at 30/06/2017 | 28,869 | 21,644 | 14,133 | - | 16 | 6,127 | 70,789 |
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 1/1 - 30/06/2017 | 1/1 - 30/06/2016 | 1/1 - 30/06/2017 | 1/1 - 30/06/2016 | ||
| Cash flows from Operating Activities | |||||
| Profit before Taxes and Minority Interest Plus / (minus) adjustments for: |
6,513 | 10,573 | (238) | (574) | |
| Depreciation | 6,629 | 5,753 | 373 | 470 | |
| Provisions | 2,480 | 2,368 | 639 | 608 | |
| FX differences | 944 | 134 | 18 | 40 | |
| (Profit)/loss from sale of fixed assets | (105) | 57 | 3 | - | |
| (Income)/expenses from investments | - | - | - | - | |
| Debit interest & related (income) / expenses (Profit) / losses from companies consolidated with the Equity |
2,774 | 3,962 | 672 | 938 | |
| method | (559) | (738) | - | - | |
| Operating Profit before adjustments in working capital | 18,676 | 22,109 | 1,467 | 1,482 | |
| (Increase)/decrease in receivables | (13,890) | (11,411) | (1,072) | (882) | |
| (Increase)/decrease in inventories | (3,362) | (2,234) | (260) | (63) | |
| Increase/(decrease) in liabilities (apart from banks-taxes) | 9,032 | 2,798 | 223 | (1,315) | |
| Other non cash movements | (102) | 534 | - | (12) | |
| Cash generated from Operating activities | 10,354 | 11,796 | 358 | (790) | |
| Interest Paid | (2,371) | (2,217) | (668) | (554) | |
| Other financial income/(expenses) | (210) | (210) | (2) | (2) | |
| Taxes Cash flows from operating activities (a) |
(1,225) 6,548 |
(2,105) 7,264 |
- (312) |
- (1,346) |
|
| Investing Activities | |||||
| Receipts from sales of tangible and intangible assets | 94 | 163 | 11 | 10 | |
| Interest received | 14 | 118 | - | 1 | |
| Dividends received | 335 | 197 | - | - | |
| Increase of interests in subsidiaries / associates | (111) | - | (111) | (370) | |
| Change in consolidation method of related company | (901) | - | - | - | |
| Purchase of tangible and intangible assets | (12,296) | (8,812) | (907) | (78) | |
| Cash flow from investing activities (b) | (12,865) | (8,334) | (1,007) | (437) | |
| Financing activities | |||||
| Increase of participation in subsidiaries / associates | - | (70) | - | - | |
| Receipts from subsidies - grants | - | - | - | - | |
| Proceeds from loans | 8,396 | 6,055 | - | - | |
| Purchase of treasury shares | - | (292) | - | (292) | |
| Repayment of Loans | (1,921) | (2,328) | (44) | (191) | |
| Financial leases | (2,138) | 3,221 | - | - | |
| Dividends paid | - | - | - | ||
| Cash flow from financing activities (c) | 4,337 | 6,586 | (44) | (483) | |
| Net increase /(decrease) in Cash and Cash Equivalents | (1,980) | 5,516 | (1,363) | (2,266) | |
| Cash and Cash Equivalents at beginning of period | 31,080 | 26,411 | 1,853 | 3,007 | |
| Effect from changes in foreign exchange rates on cash reserves |
(628) | (1,785) | - | - | |
| Cash and Cash Equivalents at end of period | 28,472 | 30,142 | 490 | 741 |
The company THRACE PLASTICS Co. S.A. (hereinafter the "Company") was founded in 1977 and 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 activity of the Company is the production and distribution of Polypropylene (PP) products.
In a short period of time the Company evolved into a Group of companies (hereinafter "the Group"), by acquiring or establishing new entities, which activate mainly in two sectors: technical fabrics and packaging.
The Company's shares are listed on the Athens Stock Exchange since June 26, 1995.
The company's shareholders, with equity stakes above 5%, as of 30.06.2017 were the following:
| Chalioris Konstantinos | 43.29% |
|---|---|
| Chaliori Eyfimia | 20.85% |
The Group maintains production and trade facilities in Greece, Scotland, Northern Ireland, Ireland, Sweden, Norway, Serbia, Bulgaria, Romania and U.S.A.. On 30th June 2017, the Group employed in total 1,814 employees, from which 924 employed in Greece.
The structure of the Group as of 30 June 2017 was as follows:
| Company | Registered Offices | Participation Percentage of Parent Company |
Participation Percentage 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 Nonwoven & Geosynthetics S.A. |
GREECE-Xanthi | 100.00% | 100.00% | Full |
| Saepe Ltd | CYPRUS-Nicosia | - | 100.00% | Full |
| Thrace Asia | HONG KONG | - | 100.00% | Full |
| Thrace China | China – Shanghai | - | 100.00% | Full |
| Thrace ProtectΜ.Ι.Κ.Ε. | 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 | - | 92.835% | Full |
| Synthetic Holdings LTD | N. IRELAND-Belfast | 100.00% | 100.00% | Full |
| Thrace Synthetic Packaging LTD | IRELAND -Clara | - | 100.00% | Full |
| Thrace Eurobent S.A. | GREECE - Xanthi | 51.00% | 51.00% | Equity |
|---|---|---|---|---|
| Thrace Greenhouses S.A. | GREECE - Xanthi | 50.91% | 50.91% | Equity |
| Thrace Polyfilms S.A.(former Thrace Sarantis S.A.) |
GREECE - Xanthi | 100.00% | 100.00% | Full |
| Thrace Linq INC. | U.S.A. - South Carolina | - | 100.00% | Full |
| Pareen LTD | CYPRUS-Nicosia | - | 100.00% | Full |
| Delta Real Estate Investments LLC | U.S.A. - South Carolina | - | 100.00% | Full |
| Adfirmate LTD | CYPRUS-Nicosia | - | 100.00% | Full |
| LumiteINC. | U.S.A. - Georgia | - | 50.00% | Equity |
| Thrace Polybulk A.S. | NORWAY-Brevik | - | 100.00% | Full |
| Thrace Polybulk A.B. | SWEDEN -Köping | - | 100.00% | Full |
| Synthetic Textiles LTD | N. IRELAND-Belfast | - | 100.00% | Full |
| ArnoLTD | IRELAND -Dublin | - | 100.00% | Full |
The present Interim Condensed Financial Information has been prepared in accordance with International Accounting Standard 34 (I.A.S.) "Interim Financial Reporting" and Law 3556/2007 of the Hellenic Capital Market Commission.
The accounting principles used for the preparation of the present Interim Condensed Financial Information is in line with those used during the preparation and those included in detail in the Annual Financial Statements of the period ended on 31 December 2016.
When deemed necessary, the comparative data have been reclassified in order to conform to possible changes in the presentation of the data of the present year.
Differences that possibly appear between accounts in the financial statements and the respective accounts in the notes are due to rounding.
The financial statements of the Group THRACE PLASTICS Co. S.A. are posted on the internet, on the website www.thracegroup.gr.
New standards, amendments of standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year or subsequent years. The Group's assessment regarding the effect of these new standards, amendments to standards and interpretations is presented below.
There are not any new standards, amendments of standards and interpretations that are mandatory for the accounting periods beginning from 1/1/2017.
IFRS 9 replaces the requirement of IAS 39 and deals with the classification and measurement of financial assets and financial liabilities, and it also includes a model of anticipated credit losses that replaces the model of the realized credit losses currently in effect. The IFRS 9 Hedging Accounting establishes an approach for hedging accounting based on principles and deals with inconsistencies and weaknesses of the current model of IAS 39. The Group is currently assessing the impact of IFRS 9 on its financial statements.
IFRS 15 was issued in May 2014. The objective of the standard is to provide a single and clear model for the recognition of revenues from all customer contracts so that it improves the comparability among companies of the same sector, different sectors and different capital markets. It includes the principles that an entity shall apply in order to define the measurement of revenues and the time of their recognition. The basic principle is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Group is in the phase of assessing the effect of the IFRS 15 on its financial statements.
IFRS 16 was issued in January 2016 and replaces IAS 17. The aim of the standard is to ensure that lessors and lessees provided useful information which fairly depicts the substance of transactions with regard to leases. IFRS 16 introduces a unified model providing for the accounting treatment from the side of the lessee, which requires that the lessee recognizes assets and liabilities for all leasing contracts with term longer than 12 months, unless the underlying asset is of no substance value. With regard to the accounting treatment from the side of the lessor, IFRS 16 incorporates practically the requirements of IAS 17. Therefore the lessor continues to classify the leasing contracts as operating and financial leases, and to follow different accounting treatment for each type of contract. The Group is in the phase of assessing the effect of the IFRS 16 on its financial statements. The standard has not been adopted by the European Union.
The amendments clarify the accounting treatment with regard to the recognition of deferred tax assets for unrealized losses which have resulted from loans measured at fair value. The amendments have not been adopted yet by the European Union.
The amendments introduce mandatory disclosures which provide the ability to users of the financial statements to evaluate the changes of liabilities that derive from financing activities. The amendments have not been adopted yet by the European Union.
IFRS 2 (Amendments) "Classification and measurement of transactions concerning share-based payments" (applied for accounting periods beginning on or after 1st January 2018)
The amendment provides clarifications about the basis of measurement with regard to the sharebased payments arranged in cash and the accounting treatment regarding amendments of terms which alter a share-based payment from one that it is arranged in cash to one that is arranged in shares. Moreover they introduce an exception concerning the principles of IFRS 2 according to which a share-based payment should be treated like a payment totally arranged in shares, in the cases where the employer is obliged to withhold an amount for tax purposes in order to cover the tax liabilities of the employees, liabilities deriving from the value of the shares. The amendments have not been adopted yet by the European Union.
The amendments clarify that in order for a property to be classified or not as investment property, a change in the use of the asset must have occurred. A change in the use of asset can be taken into account only in the case it can be assessed that such change has actually occurred and is documented. The amendments have not been adopted by the European Union.
The Interpretation offers guidance regarding the determination of the transaction date when the standard IAS 21 which refers to foreign currency transactions is applied. The Interpretation is applicable when an entity either pays or receives in advance an amount for contracts denominated in foreign currency. The Interpretation has not been adopted by the European Union.
The Interpretation provides clarifications with regard to the recognition and measurement of the current and deferred income tax when there is uncertainty with regard to the tax treatment of certain elements. IFRIC 23 is applicable for all aspects of income tax accounting when there is such uncertainty, including the taxable profit / loss, the tax basis of the assets and liabilities, the tax earnings and losses, as well as the tax rates. The Interpretation has not been yet adopted by the European Union.
The amendments presented below describe the basic changes in two IFRS. The amendments have not been adopted by the European Union.
The amendment provides clarifications with regard to the obligation for disclosures related to IFRS 12 and is applicable for interests in entities classified as held for sale, apart from the obligation for the provision of condensed financial information. The amendment is applicable in the accounting periods beginning from or after January 1st, 2017.
The amendments provide clarifications concerning the fact that when the collective investment organizations, the mutual funds and entities with similar activities apply the option to measure their interests in associates or joint ventures at fair value through the results, the particular option must be made separately for each associate or joint venture at the time of the initial recognition. The amendment is applicable in the accounting periods beginning from or after January 1st, 2018.
| Other Operating Income | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Grants | 72 | 38 | 2 | 3 |
| Income from rents | 228 | 216 | 125 | 313 |
| Income from provision of services to associates | 114 | - | 2,346 | 2,115 |
| Income from provision of services | 434 | 110 | 161 | - |
| Income from maquettes | 107 | 123 | - | - |
| Other operating income | 154 | 171 | 3 | 8 |
| Total | 1,109 | 658 | 2,637 | 2,439 |
| Other Operating Expenses | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Provisions for doubtful customers Other taxes and duties non-incorporated in |
194 | 187 | - | - |
| operating cost | 103 | 94 | 33 | 33 |
| Depreciation / Amortization | 71 | 67 | 77 | 145 |
| Personnel's indemnities | 78 | 139 | 11 | 134 |
| Commission fees / other banking expenses | 63 | 98 | - | - |
| Expenses for the purchase of maquettes | 246 | 219 | - | - |
| Other operating expenses | 160 | 332 | 21 | 36 |
| Total | 915 | 1,136 | 142 | 348 |
The accumulated provision for doubtful receivables on 30.6.2017 amounted to € 2,458 for the Company and to € 6,727 for the Group (note 11).
| Other earnings / (losses) | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Earnings / (Losses) from sale of fixed assets | 105 | (57) | (3) | - |
| Foreign Exchange Differences | (944) | (285) | (18) | (40) |
| Total | (839) | (342) | (21) | (40) |
| Financial Income | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Interest and related income | 25 | 17 | - | 1 |
| Foreign exchange differences | 382 | 1,465 | - | - |
| Total | 407 | 1,482 | - | 1 |
| Financial Expenses | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Debit interest and similar expenses | (2,432) | (2,654) | (670) | (714) |
| Foreign exchange differences Financial cost due to revaluation of |
(269) | (22) | - | - |
| receivables at current value | - | (1,136) | - | (222) |
| Financial result from Pension Plans | (480) | (481) | (2) | (3) |
| Total | (3,181) | (4,293) | (672) | (939) |
The financial result from Pension Plans mainly concerns the subsidiary company Don & Low LTD. The foreign exchange differences of loans mainly concern the companies Synthetic Holdings, Thrace Non Wovens & Geosynthetics SA.
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 year, after the deduction of any treasury shares.
| Basic earnings per share | 30.6.2017 | 30.6.2016 |
|---|---|---|
| Earnings allocated to shareholders (A) | 4,580 | 8,101 |
| Number of shares outstanding (weighted) | 43,741 | 44,060 |
| Basic and adjusted earnings per share (Euro in absolute terms) | 0.1047 | 0.1839 |
Following decision of the Extraordinary General Meeting on February 2 nd , 2017, the Company's share capital was reduced by a total amount of € 893,090.88 due to the cancellation of 1,353,168 treasury shares previously held by the Company.
At the same time, the new stock repurchase plan of the Company was approved, for a term of 24 months and for a maximum number of 4,374,145 common registered shares based on a price range of € 1.50 - € 3.50 per share.
On June 30th , the Company held no treasury shares.
The analysis of tax charged in the year's Results, is as follows:
| Income Tax | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Income tax | (2,087) | (2,473) | - | - |
| Deferred tax (expense)/income | 302 | 161 | 195 | 29 |
| Total | (1,785) | (2,312) | 195 | 29 |
In Greece, the results reported to tax authorities are deemed temporary and are subject to audit by the tax authorities until financial year 2010, included. Therefore, for the non-audited fiscal years there is the possibility that additional tax may be imposed on such when they are audited by the tax authorities.
The income tax rate of legal entities in Greece is set at 29% for the fiscal year 2015 and the subsequent periods.
From the fiscal year 2011 and onwards, the Group's Greek companies receive an "Annual Tax Certificate". The "Annual Tax Certificate" is issued from the Legal Certified Auditor who audits the annual financial statements. Following the completion of the tax audit, the Legal Auditor grants the company with a "Tax Compliance Report" which is later submitted electronically to the Ministry Finance. For the fiscal year 2016, the respective tax audit of the Group's Greek companies is expected to complete according to the clauses of article 65, Law 4172/2013 by the auditing firm "PricewaterhouseCoopers". No significant tax liabilities are expected to emerge from the above audit apart from those liabilities already recorded and depicted in the financial statements.
The financial years that have not been audited by the tax authorities, as regards to the Greek companies, are reported below:
| Company | Tax un-audited fiscal years |
|---|---|
| THRACE PLASTICS S.A. | 2008-2010 |
| THRACE NON WOVENS & GEOSYNTHETICS S.A. | 2005-2010 |
| THRACE PLASTICS PACK S.A. | 2010 |
| THRACE PLASTICS EXTRUDED POLYSTERENE S.A. | 2008-2010 |
| THRACE POLYFILMS S.A. | 2010 |
The ordinary tax audit for fiscal years 2005-2010 with regard to Thrace Non Wovens & Geosynthetics is under progress, as well as for fiscal year 2011, for which a relevant tax certificate has been issued and has been included in the sample of the companies under audit.
With regard to the above companies, a provision of € 677 has been formed. The provision is deemed as adequate by the Company's Management.
Moreover, the possibility of additional taxes being imposed also holds for companies based abroad, whose tax un-audited fiscal years are analyzed as follows:
| Tax un-audited fiscal | |
|---|---|
| Company | years |
| SYNTHETIC PACKAGING LTD | 2006-2016 |
| THRACE POLYBULK A.B | 2006-2016 |
| THRACE POLYBULK A.S | 2014-2016 |
| THRACE GREINER PACKAGING SRL. | 2002-2016 |
| TRIERINA TRADING LTD | 2014-2016 |
| THRACE IPOMA A.D. | 2004-2016 |
| THRACE PLASTICS PACKAGING D.O.O. | 2014-2016 |
| LUMITE INC. | 2010-2016 |
| THRACE LINQ INC. | 2009-2016 |
| ADFIRMATELTD | 2014-2016 |
| DELTA REAL ESTATE INV. LLC | 2009-2016 |
| PAREEN LTD | 2014-2016 |
| SAEPE LTD | 2014-2016 |
| THRACE ASIA LTD | 2012-2016 |
The changes in the tangible fixed assets during the period are analyzed as follows:
| Tangible Fixed Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2016 | 92,268 | 6,838 |
| Additions | 29,430 | 461 |
| Sales | (1,556) | (328) |
| Depreciation | (12,022) | (820) |
| Depreciation of sold assets | 1,332 | - |
| FX differences | (2,015) | - |
| Balance as at 31.12.2016 | 107,437 | 6,151 |
| Tangible Fixed Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2017 | 107,437 | 6,151 |
| Transfer to intangible assets | (838) | - |
| Additions | 12,101 | 902 |
| Sales | (645) | (20) |
| Depreciation | (6,475) | (353) |
| Depreciation of sold assets | 586 | 7 |
| FX differences | (1,265) | - |
| Change in consolidation method of related company | 518 | - |
| Balance as at 30.06.2017 | 111,419 | 6,687 |
The Company's tangible fixed assets include fixed assets leased to the subsidiary company THRACE NON WOVENS & GEOSYNTHETICS SA, with a net book value of € 1,853 as of 30.6.2017, which represents their fair value. The particular leasing agreement was renewed in January of 2017 with a three-year term according to the market terms.
The Group's fixed assets include assets acquired via leasing agreement (machinery equipment) with acquisition cost of € 21,768 and cumulative depreciations of € 3,155 as of 30/6/2017.
There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 8,212.
The changes in the intangible fixed assets during the period is analyzed as follows:
| Intangible Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2016 | 11,522 | 633 |
| Additions | 215 | 88 |
| Sales | - | - |
| Amortization | (285) | (36) |
| FX differences | 154 | - |
| Balance as at 31.12.2016 | 11,605 | 685 |
| Intangible Assets | Group | Company |
|---|---|---|
| Balance as at 01.01.2017 | 11,605 | 685 |
| Transfer from tangible assets | 838 | - |
| Additions | 111 | 5 |
| Sales | - | - |
| Amortization | (155) | (21) |
| FX differences | (85) | - |
| Change in consolidation method of related company | (834) | - |
| Balance as at 30.6.2017 | 11,480 | 669 |
| Investment Property | Group | Company |
|---|---|---|
| Balance as at 1.1.2017 | 113 | 14 |
| Additions / (Reductions) | - | - |
| Depreciations | - | - |
| Foreign exchange differences | - | - |
| Balance as at 30.06.2017 | 113 | 14 |
The Group's Management, due to delays observed in the collection of grants receivable from the Greek State over the last years, reclassified part of the above claims from the current to the noncurrent assets and also proceeded with an impairment of the above claims based on present value. 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 | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Grants receivable | 6,903 | 6,786 | 1,881 | 1,881 |
| Other accounts receivable | 545 | 601 | 88 | 86 |
| Total | 7,448 | 7,387 | 1,969 | 1,967 |
| Trade Receivables (Customers) | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Customers | 59,806 | 43,794 | 1,799 | 1,640 |
| Notes–checks overdue | 5,985 | 6,693 | 636 | 842 |
| Doubtful customers - Checks–Notes in delay | 5,223 | 5,343 | 2,368 | 2,375 |
| Customers (Subsidiaries - Associates) | 1,878 | 1,489 | 1,278 | 682 |
| Provisions for doubtful customers | (6,727) | (6,679) | (2,458) | (2,458) |
| Total | 66,165 | 50,640 | 3,623 | 3,081 |
The fair value of the receivables approaches the book values.
The Group's dispersion of sales is deemed satisfactory. There is no concentration of sales in a limited number of clients and as a result there is no increased risk with regard to loss of income, nor is there increased credit risk.
| Other receivables | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Debtors | 1,946 | 3,262 | 306 | 44 |
| Debtors (Subsidiaries - Associates) | 376 | 476 | 10,980 | 10,784 |
| Advances to suppliers | 360 | 24 | 2 | 2 |
| Receivable due to investment grant | 2,388 | 3,224 | - | - |
| Accrued income | 1,854 | 1,063 | 93 | 40 |
| Provisions for doubtful debtors | (21) | (21) | - | - |
| Total | 6,903 | 8,028 | 11,381 | 10,870 |
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 margin. The Group's short term loans have been granted from various banks with interest rates of Euribor plus a margin of 3%-6% and Libor plus a margin of 2%. The book value of loans approaches their fair value on 30 June 2017.
| Debt | Group | Company | |||
|---|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | ||
| Long-term loans | 4,417 | 4,006 | - | - | |
| Financial leases | 13,221 | 14,657 | - | - | |
| Total long-term loans | 17,638 | 18,663 | - | - | |
| Long-term debt payable in the next year | 7,391 | 7,170 | - | - | |
| Short-term loans | 60,179 | 56,265 | 21,932 | 21,977 | |
| Financial leases | 3,699 | 3,704 | - | - | |
| Total short-term loans | 71,269 | 67,139 | 21,932 | 21,977 | |
| Grand Total | 88,907 | 85,802 | 21,932 | 21,977 |
Analytically, the bank debt at the end of the period was as follows:
The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depending on the length of service are calculated by an actuarial study. The accounting depiction is made on the basis of the accrued entitlement of each employee, 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 | ||
|---|---|---|---|---|
| 30.6.2017 31.12.2016 |
30.6.2017 | 31.12.2016 | ||
| Defined contribution plans | 2,171 | 2,142 | 356 | 352 |
| Defined benefit plans | 20,960 | 22,226 | - | - |
| Total provision at the end of the year | 23,131 | 24,369 | 356 | 352 |
The Greek companies of the Group as well as the subsidiary Thrace Ipoma 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 | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Amounts recognized in the balance sheet | ||||
| Present value of liabilities | 2,171 | 2,142 | 356 | 352 |
| Net liability recognized in the balance | ||||
| sheet | 2,171 | 2,142 | 356 | 352 |
| Changes in the Net Liability recognized in Balance Sheet Net liability / receivable at the beginning of period |
2,142 | 1,929 | 352 | 336 |
| Benefits paid from the employer Total expense recognized in the account of |
(34) | (193) | (15) | (154) |
| results | 63 | 283 | 4 | 152 |
| Total amount recognized in the Net Worth | - | 123 | 15 | 18 |
| Net liability at the end of year | 2,171 | 2,142 | 356 | 352 |
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Greek Companies | Thrace Ipoma AD | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Discount rate | 1.50 % | 1.50 % | 2.50 % | 2.50 % |
| Inflation | 1.75 % | 1.75 % | 0.10 % | 0.10 % |
| Average annual increase of personnel | ||||
| salaries | 1.75 % | 1.75 % | 5.00 % | 5.00 % |
| Duration of liabilities | 17.30 years | 16.85 years | 12 years | 12 years |
The subsidiaries DON & LOW LTD and THRACEPOLYBULK AS have formed Defined Benefit Plans which operate as separate entities in the form of trusts. Therefore, the assets of the plans are not dependent on the assets of the companies.
The accounting entries of the plans according to the revised IAS 19 are as follows:
| Defined Benefit Plans | Group30.6.2017 | Group 31.12.2016 |
|---|---|---|
| Amounts recognized in the balance sheet | ||
| Present value of liabilities | 155,407 | 152,621 |
| Fair value of the plan's assets | (134,447) | (130,395) |
| Net liability recognized in the balance sheet | 20,960 | 22,226 |
| Asset allocation* | ||
| Mutual Funds - Shares | 33,720 | 32,061 |
| Mutual Funds - Bonds | 35,344 | 32,350 |
| Diversified Growth Funds | 64,597 | 65,055 |
| Other | 786 | 929 |
| Total | 134,447 | 130,395 |
| Changes in the Net Liability recognized in Balance Sheet |
||
| Net liability / (receivable) at the beginning of | 22,226 | 7,617 |
| year | ||
|---|---|---|
| Benefits paid from the employer | (699) | (1,762) |
| Total expense recognized in the account of | ||
| results | 1,046 | 1,866 |
| Total amount recognized in the Net Worth | (1,046) | 16,302 |
| Foreign exchange differences | (567) | (1,797) |
| Net liability at the end of year | 20,960 | 22,226 |
| * The assets of the plan are measured at fair values. |
The category "property / other" also include the plan's cash reserves.
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Don & Low LTD | Thrace Polybulk AS | ||
|---|---|---|---|---|
| 30.6.2017 31.12.2016 |
30.6.2017 | 31.12.2016 | ||
| Discount rate | 2.70% | 2.70% | 2.60% | 2.60 % |
| Inflation | 3.30% | 3.35% | 2.25% | 2.25% |
| Average annual increase of personnel | ||||
| salaries | 3.55% | 3.60% | 2.50% | 2.50% |
| Duration of liabilities | 18 years | 18 years | 15 years | 15 years |
The suppliers and the other short-term liabilities are analyzed in the following tables:
| Suppliers | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 31.12.2016 |
30.6.2017 | 31.12.2016 | ||
| Suppliers | 42,483 | 31,762 | 3,738 | 2,200 |
| Suppliers (Subsidiaries - related) | 286 | 37 | 7 | 2 |
| Total | 42,769 | 31,799 | 3,745 | 2,202 |
| Other Short-Term Liabilities | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Sundry creditors Liabilities from taxes and social security |
4,897 | 2,784 | 903 | 460 |
| organizations | 2,913 | 4,467 | 281 | 860 |
| Dividends payable | 49 | 49 | 49 | 49 |
| Customer advances | 1,020 | 1,230 | - | - |
| Personnel fees payable | 786 | 2,284 | 55 | 856 |
| Accrued expenses – Other accounts payable | 8,260 | 4,503 | 917 | 296 |
| Liabilities to Associate companies | 42 | 13 | 2 | 34 |
| Total Short-Term Liabilities | 17,967 | 15,330 | 2,207 | 2,555 |
The fair value of the liabilities approaches the book values.
The operating segments are based on the different group of products, the structure of the Group's management and the internal reporting system. The Group's activity is distinguished into three segments, the technical fabrics segment, the packaging segment and the Agricultural segment. The activity of the parent Company is included in the Packaging segment.
The Group's operating segments are as follows:
Production and trade of technical fabrics for industrial and technical use.
Production and trade of packaging products, plastic bags, plastic boxes for packaging of food and paints and other packaging materials for agricultural use.
Production and trading of agricultural products produced in greenhouses. The company Thrace Greenhouses belongs to this segment.
| BALANCE SHEET OF 30.6.2017 | TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 208,786 | 113,356 | (96) | (12,356) | 309,690 |
| WRITE-OFF OF | |||||
| INCOME STATEMENT FOR THE PERIOD FROM 1.1 –30.6.2017 |
TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
| Turnover | 124,630 | 42,647 | - | (6,176) | 161,101 |
| Cost of sales | (99,954) | (33,196) | - | 6,510 | (126,640) |
| Gross profit | 24,676 | 9,451 | - | 334 | 34,461 |
| Other operating income | 584 | 2,489 | - | (1,964) | 1,109 |
| Distribution expenses | (12,025) | (3,141) | - | (279) | (15,445) |
| Administrative expenses | (7,177) | (4,273) | - | 1,807 | (9,643) |
| Other operating expenses | (182) | (811) | - | 78 | (915) |
| Other Income / (Losses) | (869) | 30 | - | - | (839) |
| Operating profit / (loss) | 5,007 | 3,745 | - | (24) | 8,728 |
| Interest & related (expenses)/income | (1,241) | (1,533) | - | (2,774) | |
| Profit / (loss) from companies consolidated with the Equity method |
215 | 434 | 90 | - | 739 |
| Profit / (losses) from participations | - | (306) | 126 | (180) | |
| Total Earnings / (losses) before tax | 3,981 | 2,340 | 216 | (24) | 6,513 |
| Depreciations | 4,105 | 2,524 | - | - | 6,629 |
| Total Earnings / (losses) before interest, tax, depreciation & |
|||||
| amortization (EBITDA) | 9,112 | 6,269 | - | (24) | 15,357 |
| BALANCE SHEET OF 31.12.2016 | TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 195,840 | 100,933 | 5,249 | (12,531) | 289,491 |
| INCOME STATEMENT FOR THE PERIOD FROM 1.1 - 30.6.2016 |
TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
| Turnover | 116,592 | 39,217 | 624 | (5,795) | 150,638 |
| Cost of sales | (90,852) | (30,082) | (502) | 6,148 | (115,288) |
| Gross profit | 25,740 | 9,135 | 122 | 353 | 35,350 |
| Other operating income | 357 | 2,160 | 10 | (1,869) | 658 |
| Distribution expenses | (10,746) | (2,479) | (89) | (195) | (13,509) |
| Administrative expenses | (6,195) | (3,708) | (25) | 1,553 | (8,375) |
| Other operating expenses | (245) | (1,031) | (5) | 145 | (1,136) |
| Other Income / (Losses) | (242) | (100) | - | - | (342) |
| Operating profit / (loss) | 8,669 | 3,977 | 13 | (13) | 12,646 |
| Interest & related (expenses)/income Profit / (loss) from companies |
(786) | (1,969) | (56) | - | (2,811) |
| consolidated with the Equity method | 338 | 400 | - | - | 738 |
| Total Earnings / (losses) before tax | 8,221 | 2,408 | (43) | (13) | 10,573 |
| Depreciations | 3,160 | 2,500 | 93 | - | 5,753 |
| Total Earnings / (losses) before | |||||
| interest, tax, depreciation & amortization (EBITDA) |
11,829 | 6,477 | 106 | (13) | 18,399 |
* The company Thrace Greenhouses following its merger through absorption of Elastron Agricultural (see note 21) during the first half of 2017 was consolidated according to the equity method.
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 1/1/2017 – 30/6/2017 have been conducted according to market terms and in the context of the ordinary business activities.
The transactions with the subsidiaries and related companies according to the IFRS 24 during the period 1/1/2017 – 30/6/2017 are presented below.
| Income | 1.1 – 30.6.2017 | 1.1 –30.6.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 5,460 | - | 5,272 |
| Related Companies | 2,852 | 110 | 3,546 | 165 |
| Total | 2,852 | 5,570 | 3,546 | 5,437 |
| Expenses | 1.1 – 30.6.2017 | 1.1 – 30.6.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 315 | - | 331 |
| Related Companies | 1,119 | 67 | 851 | 93 |
| Total | 1,119 | 382 | 851 | 424 |
| Trade and other receivables | 30.6.2017 | 31.12.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 11,876 | - | 11,226 |
| Related Companies | 2,254 | 382 | 1,755 | 240 |
| Total | 2,254 | 12,258 | 1,755 | 11,466 |
| Suppliers and Other Liabilities | 30.6.2017 | 31.12.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | - | - | 33 |
| Related Companies | 328 | 9 | 52 | 3 |
| Total | 328 | 9 | 52 | 36 |
The "Subsidiaries" include all companies consolidated with "Thrace Plastics Group" via the full consolidation method. The "Related companies" include those consolidated with the equity method as well as those owned by the partners of the Group.
The Company has granted guarantees to banks against credit lines for the account of its subsidiaries. On 30.06.2017, the amount of the above guarantees accounted for € 38,774.
Specifically:
| 30.6.2017 | |
|---|---|
| Thrace Non Wovens & Geosynthetics SA | 30,934 |
| Thrace Ipoma AD | 1,180 |
| Thrace Greenhouses SA | 3,449 |
| Thrace Plastics Pack SA | 3,211 |
| BoD Fees | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| BoD Fees | 2,027 | 1,971 | 787 | 648 |
The number of employed staff in the Group and the Company at the end of the present period was as follows:
| Number of employees | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 30.6.2016 | 30.6.2017 | 30.6.2016 | |
| Regular employees | 668 | 667 | 38 | 43 |
| Day-wage employees | 1,146 | 1,041 | 24 | 25 |
| Total | 1,814 | 1,708 | 62 | 68 |
The total staff of companies that are based in Greece, is primarily insured with the Social Security Organization (I.K.A.), both as regards to medical care and as regards to primary pension.
The value of the Company's participations in the subsidiaries, as of 30 June 2017, is as follows:
| Companies consolidated with the full consolidation method |
30.6.2017 | 31.12.2016 |
|---|---|---|
| DON & LOW LTD | 33,953 | 33,953 |
| THRACE PLASTICS PACK SA | 15,508 | 15,508 |
| THRACE NON WOVENS & GEOSYNTHETICS SA | 5,710 | 5,710 |
| SYNTHETIC HOLDINGS LTD (Note 25) | 11,727 | 4,607 |
| PAREEN LTD (Note 25) | - | 7,121 |
| THRACE GREENHOUSES SA | - | 2,785 |
| THRACE POLYFILMS S.A. (former Thrace Sarantis) | 2,363 | - |
| Total | 69,261 | 69,684 |
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. The companies are consolidated according to the equity method.
| Company | Country of | Business Activity | Equity |
|---|---|---|---|
| Activities | Stake | ||
| Thrace Greiner | Romania | The company activates in the production of plastic | 46.47% |
| Packaging SRL | boxes for food products and paints and belongs to | ||
| the packaging sector. | |||
| The company's shares are not listed. | |||
| Lumite INC | United States | The company activates in the production of | 50.00% |
| agricultural fabrics and belongs to the technical | |||
| fabrics sector. | |||
| The company's shares are not listed. | |||
| Thrace | Greece | The company activates in the production of | 50.91% |
| Greenhouses | agricultural products and belongs to the agricultural | ||
| SA | sector. | ||
| The company's shares are not listed. | |||
| Thrace | Greece | The company activates in the manufacturing of | 51.00% |
| Eurobent SA | waterproof products via the use of Geosynthetic | ||
| Clay Liner – GCL. | |||
| The company's shares are not listed. |
The Parent company holds directly the company THRACEGREENHOUSES SA with participation interest of € 2,800 as well as the company THRACE EUROBENT SA with participation interest of € 204.
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 |
1.1 –30.6.2017 | 1.1 - 31.12.2016 |
|---|---|---|
| Balance at beginning | 11,347 | 10,251 |
| Capital increases – New participations | 2,800 | 262 |
| Change in consolidation method of Thrace Polyfilms | (704) | - |
| Earnings / (Losses) from acquisition of participations | (180) | - |
| Participation in profit / (losses) of joint ventures | 739 | 1,273 |
| Dividends | - | (648) |
| Foreign exchange differences and other reserves | (566) | 209 |
| Balance at end | 13,436 | 11,347 |
The Management of the Company "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETEANONYME" with the distinctive title "THRACE PLASTICS CO. S.A." proceeded on 6th March 2017 with the purchase from "GR. SARANTIS CYPRUS LTD" of thirteen thousand six hundred and twenty five (13,625) common registered shares of the Societe Anonyme under the name "THRACE SARANTIS INDUSTRIAL AND COMMERCIAL SOCIETEANONYME" and the distinctive title "THRACE SARANTIS S.A.", which represent a percentage of 50% of the paid-up share capital for a total consideration of one million (1,000,000) Euros. Following the above transaction, the Company became the sole shareholder of "THRACE SARANTIS S.A." as it already participated in the share capital of the latter by 50%. The acquired company will be included in the consolidated financial statements based on the full consolidation method.
The acquisition price, the acquired assets and the goodwill which emerged, are analyzed below:
| Acquisition price | 1.1 - 28.02.2017 |
|---|---|
| Price consideration | 1,000 |
| Common shares acquired (units) | 13,625 |
| Assets and goodwill | 1.1 - 28.02.2017 |
|---|---|
| Tangible fixed assets | 2,586 |
| Other long-term receivables | 117 |
| Inventories | 56 |
| Customers | 23 |
| Cash and cash equivalents | 4 |
| Long-term loans | (777) |
| Deferred tax liabilities | (182) |
| Short-term loans | (422) |
| Assets and goodwill | 1.1 - 28.02.2017 |
|---|---|
| Suppliers | (19) |
| Total assets acquired | 1,386 |
| Minus: Existing participation | 693 |
| Goodwill | 307 |
| Price consideration | |
| 1,000 |
The emerged goodwill was recorded in the results for the year, given that the total consideration did not exceed the fair value of the net assets which were acquired.
On 28 th March 2017, a Draft Merger Agreement was signed by the Company's fully owned subsidiary Societe Anonyme under the name "THRACE GREENHOUSES SOCIETEANONYME" which concerns the absorption by the latter of the Societe Anonyme under the name "ELASTRONAGRICURTURAL COMMERCIAL AND INDUSTRIAL SOCIETEANONYME". According to the above mentioned Draft Merger Agreement, the Board of Directors of the two merged companies decided that the merger will be implemented according to the clauses of articles 68-77a of P.L. 2190/1920 as well as the articles 1-5 of L. 2166/1993, as they are currently in effect, whereas the date of the balance sheet transformation was set on December 31st, 2016.
With regard to the determination of the book value of the assets of the absorbed company "ELASTRON AGRICURTURAL COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME", a certified auditor prepared a relevant report on March 24th, 2017, according to the clauses of Law 2166/1993 and in accordance with the already prepared transformation balance sheet of the absorbed company as of 31/12/2016.According to the above mentioned report, the value to be capitalized of the absorbed company "ELASTRON AGRICURTURAL COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME" accounts for €2,700, which equivalent with its share capital on 31/12/2016. Following the merger via absorption, it was decided the exchange ratio between the shares of the absorbed company and the shares of the absorbing company as percentage of the Share Capital of the absorbing company. The Share Capital amounts now to € 5,500 divided by 550,000 shares with nominal value of € 10 per share, namely:
| Share Capital |
Number of Shares |
Percentage | |
|---|---|---|---|
| THRACE GREENHOUSES SOCIETE ANONYME | 2,800 | 280 | 50.91 |
| ELASTRON AGRICULTURAL COMMERCIAL AND | |||
| INDUSTRIAL SOCIETE ANONYME | 2,700 | 270 | 49.09 |
| Total Share Capital | 5,500 | 550 | 100.00 |
On 26/07/2017, the Societe Anonyme Merger Agreement no. 13192 concerning the absorption of the Societe Anonyme under the name "ELASTRON AGRICULTURAL COMMERCIAL INDUSTRIAL SOCIETE ANONYME" by the Company's fully owned (100%) subsidiary "THRACE GREENHOUSES SOCIETE ANONYME" was approved and recorded in the General Electronic Commercial Registry (G.E.MI.) on 28/07/2017 under the code number 112663.
The book values of the assets and liabilities on 31/12/2016 of the company that derived from the absorption of Elastron Agricultural by Thrace Greenhouses, were the following:
| Balance Sheet of the company after absorption | 31.12.2016 |
|---|---|
| Tangible fixed assets | 6,742 |
| Other long-term receivables | 393 |
| Inventories | 158 |
| Customers | 1.561 |
| Cash and cash equivalents | 1,205 |
| TOTAL ASSETS | 10,059 |
| Long-term loans | 887 |
| Deferred tax liabilities | 41 |
| Grants | 1,300 |
| Other long-term liabilities | 121 |
| Short-term loans | 1,964 |
| Suppliers | 267 |
| Other short-term liabilities | 345 |
| Equity | 5,134 |
| TOTAL LIABILITIES | 10,059 |
The temporary difference deriving from the above transaction has been recorded in the results of the period. The determination of the fair values will be finalized within the 12-month period which is provided by the IFRS 10 and will specify any impact on the financial statements.
On 30 June 2017 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.
Amount of € 171 concerning taxes – surcharges that derived from the tax audit of the fiscal years 2006 and 2007 is in dispute by the Company's Management. The case will be resolved in the tax courts.
The courts already decided in favor of the Company's Management for an amount of € 104.
With regard to the above issue, no relevant provision has been formed in the financial statements of the Group.
In the present Interim Condensed Financial Information, there have been reclassifications of not significant comparative accounts in the Statement of Total Comprehensive Income for the purpose of comparability with the ones of the present period.
The interim condensed financial information does not include disclosure of all risks required for the preparation of the annual consolidated financial statements and should be examined in relation to the annual financial statements of the Group for the year ending on 31 December 2016.
The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans.
In general, the Group's activities face several risks. Such risks include market risk (foreign exchange risk and risk from changes and raw materials prices), credit risk, liquidity risk and interest rate risk.
The Group is exposed to foreign exchange risk that arises from existing or expected cash flows in foreign currency and from investments that have been made in foreign countries. The management of several risks is applied with the use of natural hedging instruments. Specifically, the Group's policy is to make forward foreign exchange sales in the corresponding currency for the amount of sales that are realized by the Group's companies in foreign currency.
The Company is exposed to fluctuations in the price of polypropylene, which is faced with a corresponding change in the sale price of the final product. The possibility that the increase in polypropylene prices will not be fully transferred to the sale price, induces pressure on profit margins.
Also, risk from fluctuation of prices of raw materials arises in the case of a large drop in prices.
The Group is exposed to credit risk, and in order to manage such consistently, it applies a clearly defined credit policy that is continuously monitored and reviewed, in order to assure that the provided credit does not exceed the credit limit per customer. Also, insurance contracts are made to cover sales per customer, while collateral is not required on the assets of customers. During the preparation date of the financial statements, provisions were made for doubtful debts and the Management considers that there is no other substantial credit risk that is not covered by insurance coverage or provisions.
The monitoring of liquidity risk is focused on managing cash inflows and outflows on a constant basis, in order for the Group to have the ability to meet its cash flow obligations. The management of liquidity risk is applied by maintaining cash equivalents and approved bank credits. During the preparation date of the financial statements, there were adequate cash reserves and also available unused approved bank credits towards the Group, which are considered sufficient to face a possible shortage of cash equivalents.
The Group controls capital adequacy using the ratio of net bank debt to Equity. The net bank debt to EBITDA ratio is also used in the annual financial report.
| Capital Adequacy Risk | Group | Company | ||
|---|---|---|---|---|
| 30.6.2017 | 31.12.2016 | 30.6.2017 | 31.12.2016 | |
| Long-term debt | 17,638 | 18,663 | - | - |
| Short-term debt | 71,269 | 67,139 | 21,932 | 21,977 |
| Total debt | 88,907 | 85,802 | 21,932 | 21,977 |
| Minus cash & cash equivalents | 28,472 | 31,080 | 490 | 1,853 |
| Net debt | 60,435 | 54,722 | 21,442 | 20,124 |
| EQUITY | 126,440 | 122,788 | 70,789 | 70,817 |
| NET BANK DEBT / EQUITY | 0.48 | 0.44 | 0.30 | 0.28 |
The Greek banks entered into a bank holiday period on 28.06.2015 via an Act of Legislative Content which imposed capital controls in accordance with the respective decision of the Ministry of Finance. The bank holiday was terminated on 20.07.2015 whereas capital controls still remain intact despite the constant improvements in the relevant legislative framework towards the relaxation of initial capital control measures.
It is noted that the capital controls did not have any negative effect on the Group's sales in the Greek market until today (Greek sales represent only 18% of the total turnover). However, at the current stage it is difficult to estimate any future effect on the results due to the imposed capital controls.
In any case, the Management has concluded that there is no need for additional provisions for impairment with regard to the financial and non-financial assets of the Group and the Company on 30th June 2017, whereas it constantly monitors the developments in order to take measures and proceed with actions for the minimization of the negative effect on the activity of the Company and the Group.
Below, the most significant events that took place during the first half of 2017 are presented:
The Company Thrace Plastics called, on 2nd February 2017, Thursday and at 12:30 p.m., at its head offices in Magiko of Avdira Municipality, County of Xanthi, for an Extraordinary General Meeting of shareholders which decided the following:
treasury shares), at a price range between one Euro and fifty cents (1.50 €) and three Euros and fifty cents (3.50 €).
Following the above transaction, the Company became the sole shareholder of "THRACE SARANTIS S.A." as it already participated in the share capital of the latter by 50%. The acquired company will be included in the consolidated financial statements based on the full consolidation method.
Following a relevant decision of the Extraordinary Shareholders Meeting on 06/03/2017, the company was renamed in Thrace Polyfilms SA.
- The Company announced the merger via absorption of "Elastron Agricultural" by "Thrace Greenhouses" as following:
The Management of the Company under the name "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME" with the distinctive title "THRACE PLASTICS CO. S.A.", announced to the investors' community that the Draft Merger Agreement was approved and signed by its fully owned subsidiary Societe Anonyme under the name "THRACE GREENHOUSES SOCIETE ANONYME" with regard to the absorption by the latter of the Societe Anonyme under the name "ELASTRON AGRICURTURAL COMMERCIAL AND INDUSTRIAL SOCIETE ANONYME".
According to the above mentioned Draft Merger Agreement, the Board of Directors of the two merged companies decided that the merger will be implemented according to the clauses of articles 68-77a of P.L. 2190/1920 as well as the articles 1-5 of L. 2166/1993, as they are currently in effect, whereas the date of the balance sheet transformation was set on December 31st, 2016.
The above merger was approved by the decision under the protocol number Γ/ΕΞ/2117-1/26.07.2017 of the Regional Vice-Governor of Xanthi of the Region of Eastern Macedonia and Thrace (ΑΔΑ: Ω44Μ7ΛΒ-ΜΗΛ), and was registered in the General Electronic Commercial Registry (G.E.MI.) on 28/07/2017 under the code number 112663, according to the clauses of articles 68, paragraph 2 and 69-77 of C.L. 2190/1920 and of the articles 1-5 of Law 2166/1993, as they are currently in effect. Furthermore, with this decision of the Regional Vice-Governor of Xanthi it was approved the amendment of article 5, paragraph 1 of the Articles of Association of the Societe Anonyme under the name "THRACE GREENHOUSES SOCIETE ANONYME", according to the relevant decision of the company's Extraordinary Shareholders Meeting on 22/06/2017.
The Ordinary General Meeting of shareholders that took place on 11 May 2017 approved the annual financial statements and decided not to distribute any dividend from the earnings of 2016 since the priority of the Management of both the Company and the Group is to maintain satisfactory levels of liquidity in the context of the completion of the Group's extended investment plan.
In the context of the changes in the Group's organizational structure, the company Pareen LTD which was fully owned (100%) by the parent company, was transferred to its subsidiary company Synthetic Holdings LTD. Synthetic Holdings LTD issued 13,397 new shares which were received by the Parent company in exchange for the above transaction. Following, the Parent company increased its interest in Synthetic Holding by 7,121,000 Euros, meaning by an amount equivalent to its participation in the company Pareen LTD.
On 05/05/2017, the company Thrace Protect M.I.K.E. was established as subsidiary of the company Thrace Nonwoven & Geosynthetics SA. The newly established company will gradually be responsible for the safeguarding of the facilities of the Group's companies.
The Interim Condensed Financial Information of the company THRACE PLASTICS Co. S.A. is available on the internet, on the website www.thracegroup.gr.
| The Chairman and Chief Executive Officer |
The Vice-Chairman of the Board |
The Head of Financial Services |
The Head Accountant | |
|---|---|---|---|---|
| KONSTANTINOS ST. CHALIORIS |
THEODOSIOS A. KOLYVAS |
SPYRIDON A. NTAKAS | FOTINI K. KYRLIDOU | |
| ID NO. ΑΜ 919476 | ID NO. ΑΙ 101026 | ID NO. ΑΕ 044759 | ID NO. ΑΚ 104541 Accountant Lic. Reg. No. 34806 Α' CLASS |
Company Reg. No. : 11188/06/Β/86/31, General Commerce Reg. No. : 12512246000 Registered offices: MAGIKO, MUNICIPALITY of AVDIRA, XANTHI, GREECE
Data and information for the period from 1 January 2017 to 30 June 2017 According to Decision No. 4/507/28.4.2009 issued by the Board of Directors of the Hellenic Capital Market Commission.
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