Quarterly Report • Jun 2, 2017
Quarterly Report
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INTERIM FINANCIAL INFORMATION
1st January to 31st March 2017
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS
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
| Statement of Comprehensive Income 01.01.2017 – 31.03.2017 |
3 |
|---|---|
| Statement of Financial Position 31.03.2017 | 4 |
| Statement of Changes in Equity 01.01.2017 – 31.03.2017 |
5 – 6 |
| Statement of Cash Flows 01.01.2017 – 31.03.2017 |
7 |
| Notes on the Financial Statements | 8 - 27 |
| Data and information | 28 |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | ||
| Turnover | 76,545 | 70,305 | 4,170 | 3,995 | |
| Cost of Sales | (59,780) | (54,128) | (3,388) | (3,263) | |
| Gross Profit/(loss) | 16,765 | 16,177 | 782 | 732 | |
| Other Operating Income | 3 | 660 | 312 | 1,278 | 1,216 |
| Selling Expenses | (7,758) | (6,263) | (173) | (142) | |
| Administrative Expenses | (4,746) | (4,289) | (1,563) | (1,368) | |
| Other Operating Expenses | 4 | (480) | (558) | (78) | (243) |
| Other profit / (losses) | 5 | 22 | (382) | (9) | (22) |
| Operating Profit /(loss) before interest and tax | 4,463 | 4,997 | 237 | 173 | |
| Financial Income | 6 | 88 | 578 | 1 | |
| Financial Expenses | 6 | (1,692) | (1,571) | (357) | (378) |
| Income from dividends | - | - | - | - | |
| Profit / (losses) from companies consolidated with the Equity Method | 17 | 251 | 216 | - | - |
| Profit / (losses) from participations | (307) | - | - | ||
| Profit/(loss) before Tax | 2,803 | 4,220 | (120) | (204) | |
| Income Tax | 8 | (571) | (855) | 23 | 68 |
| Profit/(loss) after tax (A) | 2,232 | 3,365 | (97) | (136) | |
| Other comprehensive income | |||||
| Items transferred to the results | |||||
| FX differences from translation of foreign Balance Sheets | (159) | (3,551) | - | - | |
| Items not transferred to the results | |||||
| Actuarial profit/(loss) | 3,370 | (5,144) | - | 31 | |
| Other comprehensive income after taxes (B) | 3,211 | (8,695) | - | 31 | |
| Total comprehensive income after taxes (A) + (B) | 5,443 | (5,330) | (97) | (105) | |
| Profit / (loss) after tax (A) | |||||
| Attributed to: | |||||
| Owners of the parent | 2,147 | 3,280 | - | - | |
| Minority interest Total comprehensive income after taxes (A) + (B) |
85 | 85 | - | - | |
| Attributed to: | |||||
| Owners of the parent Minority interest |
5,358 85 |
(5,417) 87 |
- - |
- - |
|
| Profit/(loss) allocated to shareholders from continued activities per | |||||
| share (A) Number of shares |
|||||
| Earnings/(loss) per share | 7 | 43,741 0.0491 |
44,115 0.0744 |
- | - |
| - | - |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Note | 31-03-17 | 31-12-16 | 31-03-17 | 31-12-16 | ||
| ASSETS | ||||||
| Non-Current Assets | ||||||
| Tangible fixed assets | 9 | 111.933 | 107.437 | 6.739 | 6.151 | |
| Investment property | 9 | 113 | 113 | 14 | 14 | |
| Intangible Assets | 9 | 11.709 | 11.605 | 679 | 685 | |
| Participation in subsidiaries | 1 7 | - | - | 72.046 | 69.684 | |
| Participation in related companies | 1 7 | 10.786 | 11.347 | 204 | 1.566 | |
| Other long term receivables | 1 0 | 7.606 | 7.387 | 1.966 | 1.967 | |
| Deferred tax assets | 1.974 | 2.633 | 35 | 12 | ||
| Total non-Current Assets | 144.121 | 140.522 | 81.683 | 80.079 | ||
| Current Assets | ||||||
| Inventories | 60.195 | 57.695 | 2.000 | 1.785 | ||
| Income tax prepaid | 1.594 | 1.526 | 1.044 | 1.036 | ||
| Trade receivables | 59.430 | 50.640 | 4.167 | 3.081 | ||
| Other debtors | 7.781 | 8.028 | 10.347 | 10.870 | ||
| Cash and Cash Equivalents | 33.473 | 31.080 | 1.166 | 1.853 | ||
| Total Current Assets | 162.473 | 148.969 | 18.724 | 18.625 | ||
| TOTAL ASSETS | 306.594 | 289.491 | 100.407 | 98.704 | ||
| EQUITY AND LIABILITIES | ||||||
| EQUITY | ||||||
| Share Capital | 28.869 | 29.762 | 28.869 | 29.762 | ||
| Share premium | 21.526 | 21.526 | 21.644 | 21.644 | ||
| Other reserves | 23.273 | 22.539 | 14.149 | 13.256 | ||
| Retained earnings | 52.364 | 46.845 | 6.058 | 6.155 | ||
| Total Shareholders' equity | 126.032 | 120.672 | 70.720 | 70.817 | ||
| Minority Interest | 2.201 | 2.116 | - | - | ||
| Total Equity | 128.233 | 122.788 | 70.720 | 70.817 | ||
| Long Term Liabilities | ||||||
| Long Term loans | 1 1 | 19.263 | 18.663 | - | - | |
| Provisions for Employee Benefits | 1 2 | 20.554 | 24.369 | 352 | 352 | |
| Other provisions | 701 | 761 | 758 | 685 | ||
| Deferred Tax Liabilities | 4.231 | 4.524 | - | |||
| Other Long Term Liabilities | 960 | 339 | 742 | 116 | ||
| Total Long Term Liabilities | 45.709 | 48.656 | 1.852 | 1.153 | ||
| Short Term Liabilities | ||||||
| Short Term loans | 1 1 | 71.573 | 67.139 | 21.971 | 21.977 | |
| Income Tax | 3.139 | 3.779 | - | |||
| Suppliers | 40.340 | 31.799 | 3.939 | 2.202 | ||
| Other short-term liabilities | 17.600 | 15.330 | 1.925 | 2.555 | ||
| Total Short Term Liabilities | 132.652 | 118.047 | 27.835 | 26.734 | ||
| TOTAL LIABILITIES | 178.361 | 166.703 | 29.687 | 27.887 | ||
| TOTAL EQUITY & LIABILITIES | 306.594 | 289.491 | 100.407 | 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 |
- | - | - | - | - | 3,280 | 3,280 | 85 | 3,365 |
| Other comprehensive income | - | - | - | - | (3,550) | (5,144) | (8,694) | 3 | (8,691) |
| Distribution of earnings | - | - | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - | - | |
| Changes in percentages | - | - | - | - | - | - | - | - | - |
| Other changes | - | - | - | 33 | 33 | (1) | 32 | ||
| Purchase of treasury shares | - | - | - | (151) | - | - | (151) | - | (151) |
| Changes during the period | - | - | - | (151) | (3,550) | (1,831) | (5,532) | 87 | (5,445) |
| Balance as at 31/03/2016 | 29,762 | 21,529 | 26,464 | (1,154) | 46 | 45,215 | 121,862 | 1,931 | 123,793 |
| 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 |
- | - | - | - | - | 2,147 | 2,147 | 85 | 2,232 |
| Other comprehensive income | - | - | - | - | (159) | 3,370 | 3,211 | 3,211 | |
| Distribution of earnings | - | - | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - | - | - |
| Other changes | - | - | - | 1 | 1 | - | 1 | ||
| Purchase of treasury shares | (893) | - | (867) | 1,760 | - | - | - | - | - |
| Changes during the period | (893) | - | (867) | 1,760 | (159) | 5,518 | 5,359 | 85 | 5,444 |
| Balance as at 31/03/2017 | 28,869 | 21,526 | 25,680 | 0 | (2,407) | 52,363 | 126,031 | 2,201 | 128,232 |
Company
| 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 |
- | - | - | - | - | (136) | (136) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - |
| Purchase of treasury shares | - | - | - | (151) | - | - | (151) |
| Changes during the period | - | - | - | (151) | - | (136) | (287) |
| Balance as at 31/03/2016 | 29,762 | 21,644 | 15,000 | (1,154) | 16 | 5,851 | 71,119 |
| Balance as at 01/01/2017 | 29,762 | 21,644 | 15,000 | (1,760) | 16 | 6,155 | 70,817 |
| Profit / (loss) for the period |
- | - | - | - | - | (97) | (97) |
| Other comprehensive income | - | - | - | - | - | - | - |
| 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 | - | (97) | (97) |
| Balance as at 31/03/2017 | 28,869 | 21,644 | 14,133 | 0 | 16 | 6,058 | 70,720 |
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | ||
| Cash flows from Operating Activities | |||||
| Profit before Taxes and Minority Interest Plus / (minus) adjustments for: |
2,803 | 4,220 | (120) | (204) | |
| Depreciation | 3,331 | 2,739 | 177 | 246 | |
| Provisions | 1,453 | 1,773 | 436 | 543 | |
| FX differences | 102 | 394 | 6 | 21 | |
| (Profit)/loss from sale of fixed assets | (123) | (15) | 3 | - | |
| (Income)/expenses from investments | - | - | - | - | |
| 46 | |||||
| (Profit)/loss from investments Debit interest & related (income) / expenses |
1,608 | - 1,486 |
- 356 |
- 378 |
|
| (Profit) / losses from companies consolidated with the Equity method |
- | (213) | |||
| Operating Profit before adjustments in working capital | 9,220 | 10,384 | - 858 |
- 984 |
|
| (Increase)/decrease in receivables | (6,284) | (4,339) | (570) | (425) | |
| (Increase)/decrease in inventories | (2,522) | (1,320) | (215) | 45 | |
| Increase/(decrease) in liabilities (apart from banks-taxes) | 5,556 | (1,743) | 393 | (800) | |
| Other non cash movements | (125) | 53 | - | (17) | |
| Cash generated from Operating activities | 5,845 | 3,035 | 466 | (213) | |
| Interest Paid | (1,151) | (1,071) | (357) | (377) | |
| Other financial income/(expenses) | (63) | (96) | - | (1) | |
| Taxes | (618) | (592) | - | - | |
| Cash flows from operating activities (a) | 4,013 | 1,276 | 109 | (591) | |
| Investing Activities | |||||
| Receipts from sales of tangible and intangible assets | 115 | 72 | 5 | - | |
| Interest received | 48 | 13 | - | 1 | |
| Dividends received | - | - | - | - | |
| Increase of interests in subsidiaries / associates | (28) | - | (28) | (300) | |
| Purchase of tangible and intangible assets | (5,620) | (4,113) | (767) | (62) | |
| Cash flow from investing activities (b) | (5,485) | (4,028) | (790) | (361) | |
| Financing activities | |||||
| Increase of participation in subsidiaries / associates | - | - | - | - | |
| Receipts from subsidies - grants | - | - | - | - | |
| Proceeds from loans | 6,344 | 2,517 | - | - | |
| Purchase of treasury shares | - | (151) | - | (151) | |
| Repayment of Loans | (1,374) | (1,215) | (6) | (187) | |
| Financial leases | (1,091) | 2,081 | - | - | |
| Dividends paid Cash flow from financing activities (c) |
- 3,879 |
- 3,232 |
- (6) |
- (338) |
|
| Net increase /(decrease) in Cash and Cash Equivalents | 2,407 | 480 | (687) | (1,290) | |
| 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 |
(14) | (959) | - | - | |
| Cash and Cash Equivalents at end of period | 33,473 | 25,932 | 1,166 | 1,717 | |
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 Electronic Commercial Registry (GEMI) 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 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 31.3.2017 were the following:
| Chalioris Konstantinos | 43.29% |
|---|---|
| Chaliori Eufimia | 20.85% |
The Group maintains production and trade facilities in Greece, Scotland, Northern Ireland, Ireland, Sweden, Norway, Serbia, Bulgaria, Romania and USA. As of 31st March 2017 the Group employed in total 1,793 employees of which 949 persons employed in Greece.
The structure of the Group as of 31st March 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 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 | 100.00% | 100.00% | Full |
| Pareen LTD | CYPRUS-Nicosia | 100.00% | 100.00% | Full |
| 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 |
| 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 on 01.01.2017 or subsequent years. The Group's assessment regarding the effect of these new standards, amendments to standards and interpretations is presented below.
There are no new standards, amendments of standards and interpretations which are mandatory for accounting periods beginning on 01.01.2017.
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.
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 introduce two approaches. The amended standard will (a) provide the option to all entities which issue insurance contracts to recognize to the other comprehensive income and not in the income statement any deviations arising due to the adoption of IFRS 9 before the release of the new standard for insurance contracts, and (b) provide the option to the entities which are mainly activating in the insurance sector, for a temporary exemption from the adoption of IFRS 9 until the year 2021. The entities which will postpone the adoption of IFRS9 will continue applying the existing standard 39 for the financial instruments. The amendments have not been adopted 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 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 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.
| Other Operating Income | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| Grants * | 13 | 20 | - | 2 |
| Income from rents | 115 | 113 | 63 | 152 |
| Income from provision of services | 442 | 94 | 1,215 | 1,055 |
| Income from maquette | 51 | 57 | - | - |
| Other operating income | 39 | 28 | - | 7 |
| Total | 660 | 312 | 1,278 | 1,216 |
* According to the Joint Ministerial Decision no. 13311/273 published in the Government Gazette no. 997/11-4-2016, the regulatory authorities terminated the article 21 of Law 1767/1988 which allowed for a 12% subsidy on the personnel employment cost of manufacturing and tourist companies located in the country's borderlines, including the county of Xanthi.
Following the above, the Group has not formed any provision for income since the year 2016.
| Other Operating Expenses | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| Provisions for doubtful customers Other taxes and duties non-incorporated in |
67 | 93 | - | - |
| operating cost | 60 | 52 | 19 | 19 |
| Depreciation / Amortization | 37 | 32 | 39 | 73 |
| Personnel's indemnities | 18 | 133 | 11 | 133 |
| Commission fees / other banking expenses | 37 | 55 | - | - |
| Expenses for the purchase of maquettes | 116 | 109 | - | - |
| Other operating expenses | 145 | 84 | 11 | 18 |
| Total | 480 | 558 | 78 | 243 |
The accumulated provision for doubtful receivables on 31.3.2017 amounted to 2,458 euro for the Company and to 6,744 euro for the Group.
| Other earnings / (losses) | Group | Company | |||
|---|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | ||
| Earnings / (Losses) from sale of fixed assets | 123 | 16 | (3) | - | |
| Foreign Exchange Differences | (101) | (398) | (6) | (22) | |
| Total | 22 | (382) | (9) | (22) |
| Financial Income | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| Interest and related income | 14 | 9 | - | 1 |
| Foreign exchange differences | 74 | 569 | - | - |
| Total | 88 | 578 | - | 1 |
| Financial Expenses | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| Debit interest and similar expenses | (1,268) | (1,328) | (356) | (376) |
| Foreign exchange differences Financial cost due to revaluation of receivables at current value |
(184) - |
- - |
- - |
- - |
| Financial result from Pension Plans | (240) | (243) | (1) | (2) |
| Total | (1,692) | (1,571) | (357) | (378) |
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 | 31.3.2017 | 31.3.2016 |
|---|---|---|
| Earnings allocated to shareholders (A) | 2,147 | 3,280 |
| Number of shares outstanding (weighted) | 43,741 | 44,115 |
| Basic and adjusted earnings per share (Euro in absolute terms) | 0.0491 | 0.0744 |
Following decision of the Extraordinary General Meeting on 2nd February 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 31st March 2016, the Company held no treasury shares.
The analysis of tax charged in the year's Results, is as follows:
| Income Tax | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| Income tax | (1,025) | (1,262) | - | - |
| Deferred tax (expense)/income | 454 | 407 | 23 | 68 |
| Total | (571) | (855) | 23 | 68 |
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 Company receives "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 was completed by the auditing firm "PricewaterhouseCoopers". No other tax liabilities emerged from the above audit apart from those liabilities recorded 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-SARANTIS S.A. | 2010 |
Moreover, the possibility of additional taxes being imposed also holds for companies based abroad, whose tax un-audited fiscal years are analyzed as follows:
| Company | Tax un-audited fiscal years |
|---|---|
| DON & LOW LTD | 2015-2016 |
| SYNTHETIC PACKAGING LTD | 2006-2016 |
| THRACE POLYBULK A.B | 2011-2016 |
| THRACE POLYBULK A.S | 2014-2016 |
| THRACE GREINER PACKAGING SRL. | 2002-2016 |
| TRIERINA TRADING LTD | 2014-2016 |
| Company | Tax un-audited fiscal years |
|---|---|
| THRACE IPOMA A.D. | 2012-2016 |
| THRACE PLASTICS PACKAGING D.O.O. | 2014-2016 |
| LUMITE INC. | 2013-2016 |
| THRACE LINQ INC. | 2013-2016 |
| ADFIRMATELTD | 2014-2016 |
| DELTA REAL ESTATE INV. LLC | 2013-2016 |
| 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) | (11,969) |
| Depreciation | (12,022) | (820) |
| Depreciation of sold assets | 1,332 | 11,641 |
| 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 |
| Additions | 6,377 | 767 |
| Sales | (1,455) | (11) |
| Depreciation | (3,294) | (171) |
| Depreciation of sold assets | 690 | 3 |
| Additions due to the acquisition of a percentage in | ||
| Associate company and change in consolidation method | 3,102 | - |
| Amortization from the acquisition of a percentage in | ||
| Associate company and change in consolidation method | (505) | - |
| Other | (264) | - |
| FX differences | (155) | - |
| Balance as at 31.03.2017 | 111,933 | 6,739 |
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 € 1,891 as of 31.3.2017, 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 € 2,594 as of 31.3.2017.
There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 6,406.
The changes in the intangible fixed assets during the period are analyzed as follows:
| Intangible Assets | Group | Company | |
|---|---|---|---|
| Balance as at 01.01.2016 | 11,522 | 633 | |
| Additions | 215 | 88 | |
| Sales | (1) | - | |
| 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 |
| Additions | 93 | - |
| Sales | - | - |
| Amortization | (77) | (6) |
| Other | 101 | - |
| FX differences | (13) | - |
| Balance as at 31.3.2017 | 11,709 | 679 |
| Investment Property | Group | Company |
|---|---|---|
| Balance as at 1.1.2017 | 113 | 14 |
| Additions / (Reductions) | - | - |
| Depreciations | - | - |
| Foreign exchange differences | - | - |
| Balance as at 31.03.2017 | 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 | ||
|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 31.12.2016 | |
| Grants receivable | 6,909 | 6,786 | 1,881 | 1,881 |
| Other accounts receivable | 696 | 601 | 85 | 86 |
| Total | 7,605 | 7,387 | 1,966 | 1,967 |
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 31 March 2017.
Analytically, the bank debt at the end of the period was as follows:
| Debt | Group | Company | ||||
|---|---|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 31.12.2016 | |||
| Long-term loans | 4,896 | 4,006 | - | - | ||
| Financial leases | 14,367 | 14,657 | - | - | ||
| Total long-term loans | 19,263 | 18,663 | - | - | ||
| Long-term debt payable in the next year | 7,313 | 7,170 | - | - | ||
| Short-term loans | 60,166 | 56,265 | 21,971 | 21,977 | ||
| Financial leases | 4,094 | 3,704 | - | - | ||
| Total short-term loans | 71,573 | 67,139 | 21,971 | 21,977 | ||
| Grand Total | 90,836 | 85,802 | 21,971 | 21,977 |
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, as at the date of the Balance Sheet, that is anticipated to be paid, discounted to its present value by reference to the anticipated time of payment. The liability for the Company and the Group, as presented in the Balance Sheet, is analyzed as follows:
| Employee Benefits | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 31.12.2016 | |
| Defined contribution plans | 2,167 | 2,142 | 352 | 352 |
| Defined benefit plans | 18,387 | 22,226 | - | - |
| Total provision at the end of the year | 20,554 | 24,369 | 352 | 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 | ||
|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 31.12.2016 | |
| Amounts recognized in the balance sheet | ||||
| Present value of liabilities | 2,167 | 2,142 | 352 | 352 |
| Net liability recognized in the balance | ||||
| sheet | 2,167 | 2,142 | 352 | 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 | - | (193) | - | (154) |
| Total expense recognized in the account of | ||||
| results | 25 | 283 | - | 152 |
| Total amount recognized in the Net Worth | - | 123 | - | 18 |
| Net liability at the end of period | 2,167 | 2,142 | 352 | 352 |
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Greek Companies | Thrace Ipoma AD | ||
|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 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 | 17.09 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 to the assets of the companies.
The accounting entries of the plans according to the revised IAS 19 are as follows:
| Defined Benefit Plans | Group 31.3.2017 | Group 31.12.2016 |
|---|---|---|
| Amounts recognized in the balance sheet | ||
| Present value of liabilities | 151,490 | 152,621 |
| Fair value of the plan's assets | (133,102) | (130,395) |
| Net liability recognized in the balance sheet | 18,387 | 22,226 |
| Asset allocation* | ||
| Equity Funds | 33,022 | 32,061 |
| Mutual Funds | 34,588 | 32,350 |
| Diversified Growth Funds | 64,757 | 65,055 |
| Other | 735 | 929 |
| Total | 133,102 | 130,395 |
| Changes in the Net Liability recognized in | ||
| Balance Sheet | ||
| Net liability / (receivable) at the beginning of | ||
| year | 22,226 | 7,617 |
| Contributions from employer - employees | (349) | (1,762) |
| Total expense recognized in the account of | ||
| results | 523 | 1,866 |
| Total amount recognized in the Net Worth | (4,011) | 16,302 |
| Foreign exchange differences | (2) | (1,797) |
| Net liability at the end of year | 18,387 | 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 | |||
|---|---|---|---|---|---|
| 31.3.2017 | 31.12.2016 | 31.3.2017 | 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 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 31.3.2017 | TECHNICAL FABRICS |
PACKAGING | AGRICULT URAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 207,162 | 106,737 | 5,107 | (12,412) | 306,594 |
| INCOME STATEMENT FOR THE PERIOD FROM 1.1 –31.3.2017 |
TECHNICAL FABRICS |
PACKAGING | AGRICUL TURAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
|---|---|---|---|---|---|
| Turnover | 60,128 | 19,310 | 53 | (2,946) | 76,545 |
| Cost of sales | (47,926) | (14,844) | (98) | 3,088 | (59,780) |
| Gross profit | 12,202 | 4,466 | (45) | 142 | 16,765 |
| Other operating income | 468 | 1,151 | - | (959) | 660 |
| Distribution expenses | (6,185) | (1,431) | (5) | (137) | (7,758) |
| Administrative expenses | (3,513) | (2,075) | (19) | 861 | (4,746) |
| Other operating expenses | (79) | (439) | (1) | 39 | (480) |
| Other Income / (Losses) | (47) | 69 | - | - | 22 |
| Operating profit / (loss) | 2,846 | 1,741 | (70) | (54) | 4,463 |
| Interest & related (expenses)/income | (765) | (1,115) | (31) | - | (1,911) |
| (Profit / (loss) from companies | |||||
| consolidated with the Equity method | 69 | 182 | - | - | 251 |
| Total Earnings / (losses) before tax | 2,150 | 808 | (101) | (54) | 2,803 |
| Depreciations | 2,066 | 1,248 | 17 | - | 3,331 |
| Total Earnings / (losses) before | |||||
| interest, tax, depreciation & | |||||
| amortization (EBITDA) | 4,912 | 2,989 | (53) | (54) | 7,794 |
| BALANCE SHEET OF 31.3.2016 | TECHNICAL FABRICS |
PACKAGING | AGRICULT URAL 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 - 31.3.2016 |
TECHNICAL FABRICS |
PACKAGING | AGRICULT URAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN |
GROUP |
|---|---|---|---|---|---|
| SEGMENTS | |||||
| Turnover | 55,131 | 17,819 | 130 | (2,775) | 70,305 |
| Cost of sales | (43,211) | (13,714) | (135) | 2,932 | (54,128) |
| Gross profit | 11,920 | 4,105 | (5) | 157 | 16,177 |
| Other operating income | 172 | 1,064 | 9 | (933) | 312 |
| Distribution expenses | (4,988) | (1,183) | (12) | (80) | (6,263) |
| Administrative expenses | (3,173) | (1,886) | (10) | 780 | (4,289) |
| Other operating expenses | (79) | (552) | - | 73 | (558) |
| Other Income / (Losses) | (372) | (10) | - | - | (382) |
| Operating profit / (loss) | 3,480 | 1,538 | (18) | (4) | 4,997 |
| Interest & related (expenses)/income Profit / (loss) from companies |
(119) | (861) | (16) | 3 | (993) |
| consolidated with the Equity method | (2) | 218 | - | - | 216 |
| Total Earnings / (losses) before tax | 3,359 | 895 | (34) | (1) | 4,220 |
| Depreciations | 1,463 | 1250 | 27 | - | 2,740 |
| Total Earnings / (losses) before | |||||
| interest, tax, depreciation & | |||||
| amortization (EBITDA) | 4,943 | 2,788 | 9 | (4) | 7,737 |
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 – 31/3/2017 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 – 31/3/2017 are presented below.
| Income | 1.1 – 31.3.2017 | 1.1 –31.3.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 2,664 | - | 2,620 |
| Related Companies | 1,442 | 29 | 2,217 | 119 |
| Total | 1,442 | 2,693 | 2,217 | 2,739 |
| Expenses | 1.1 – 31.3.2017 | 1.1 – 31.3.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 185 | - | 181 |
| Related Companies | 354 | 33 | 318 | 47 |
| Total | 354 | 218 | 318 | 228 |
| Trade and other receivables | 31.3.2017 | 31.12.2016 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 10,961 | - | 11,226 |
| Related Companies | 2,359 | 264 | 1,755 | 240 |
| Total | 2,359 | 11,225 | 1,755 | 11,466 |
| Suppliers and Other Liabilities | 31.3.2017 | 31.12.2016 | |||
|---|---|---|---|---|---|
| Group | Company | Group | Company | ||
| Subsidiaries | - | 46 | - | 33 | |
| Related Companies | 165 | - | 52 | 3 | |
| Total | 165 | 46 | 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 31.3.2017, the amount of the above guarantees accounted for € 41,274.
Specifically:
| 31.3.2017 | |
|---|---|
| Thrace Non Wovens & Geosynthetics SA | 30,934 |
| Thrace Ipoma AD | 1,180 |
| Thrace Greenhouses SA | 3,449 |
| Thrace Plastics Pack SA | 5,711 |
| BoD Fees | Group | Company | ||
|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | |
| BoD Fees | 962 | 934 | 343 | 262 |
The number of employed staff in the Group and Company at the end of the present period was as follows:
| Number of employees | Group | Company | |||
|---|---|---|---|---|---|
| 31.3.2017 | 31.3.2016 | 31.3.2017 | 31.3.2016 | ||
| Regular employees | 657 | 615 | 45 | 50 | |
| Day-wage employees | 1,136 | 1,072 | 29 | 27 | |
| Total | 1,793 | 1,687 | 74 | 77 |
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 31 March 2017, is as follows:
| Companies consolidated with the full consolidation method |
31.3.2017 | 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 | 4,607 | 4,607 |
| PAREEN LTD | 7,121 | 7,121 |
| THRACE GREENHOUSES SA | 2,785 | 2,785 |
| THRACE POLYFILMS S.A. (former Thrace Sarantis) | 2,362 | - |
| Total | 72,046 | 69,684 |
The change of standards with regard to the consolidation of the joint arrangement companies (IFRS 10, IFRS 11, and IFRS 12) resulted into the change of the consolidation method.
IFRS 11 removes the concept of the proportional consolidation of the jointly controlled entities. Instead, the jointly controlled entities which fulfill the definition of joint venture are accounted for with the equity method.
The Group holds 50% of the share capital of Lumite Inc., whereas it holds 46.47% and 51% respectively of the share capital of Thrace Greiner Packaging SRL and Thrace Eurobent SA. There is joint management in the above companies along with a second shareholder. Both shareholders possess rights on the companies' assets.
The parent company holds directly the company Thrace Eurobent SA with participation value of € 204.
| Company | Country of Activities |
Business Activity | Equity Stake |
|---|---|---|---|
| Thrace Greiner Packaging SRL |
Romania | The company activates in the production of plastic boxes for food products and paints and belongs to the packaging sector. |
46.47% |
| Lumite INC | United States | The company's shares are not listed. The company activates in the production of agricultural fabrics and belongs to the technical fabrics sector. The company's shares are not listed. |
50% |
| Thrace Eurobent S.A. |
Greece | The company activates in the manufacturing of waterproof products via the use of Geosynthetic Clay Liner – GCL. The company's shares are not listed. |
51% |
The above companies are consolidated with the equity method since 1/1/2014.
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 –31.3.2017 | 1.1 - 31.12.2016 |
|---|---|---|
| Balance at beginning | 11,347 | 10,251 |
| Capital increases | - | 262 |
| Participation in profit / (losses) of joint ventures | 251 | 1,273 |
| Dividends | - | (648) |
| Change in the consolidation method of Thrace Sarantis (to full) | (704) | - |
| Foreign exchange differences and other reserves | (107) | 209 |
| Balance at end | 10,787 | 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 Cost | 1.1 - 28.02.2017 |
|---|---|
| Consideration | 1,000 |
| Common shares purchased (units) | 13,625 |
| 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) |
| Suppliers | (19) |
| Total fixed assets acquired | 1,386 |
| Minus existing participation | 693 |
| Goodwill | 307 |
| Price of acquisition | 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 31 March 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 €835.
An amount of taxes – surcharges of €171 that emerged from the tax audit of fiscal years 2006 and 2007 is under dispute by the Company's Management and will be resolved in the tax courts. The courts already decided on a first instance basis in favor of the Company with regard to an amount of €104.
With regard to the above amount, no provision has been formed in the Group's financial statements.
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 most significant events that took place during the first quarter of 2017 were the following:
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:
The Company "Thrace Plastics" following the granting of the necessary approvals, proceeded on 6 March 2017 with the purchase from "GR. SARANTISCYPRUS LTD" of thirteen thousand six hundred twenty five (13,625) common registered shares of the SocieteAnonyme under the name "THRACE SARANTIS INDUSTRIAL AND COMMERCIAL SOCIETEANONYME" and with the distinctive title "THRACE SARANTIS SA", which represent a percentage of 50% of the paid-up share capital of the company, for a total consideration of one million (1,000,000) Euro.
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 the decision of the Extraordinary General Meeting on 06/03/2017, the above company was renamed into Thrace Polyfilms SA.
The Company announced the merger through absorption of "Elastron Agriculture" from "Thrace Greenhouses" as follows:
The Management of the SocieteAnonyme "THRACE PLASTICS INDUSTRIAL AND COMMERCIAL SOCIETEANONYME" with the distinctive title "THRACE PLASTICS CO. S.A." (henceforth "Company") announced to the investors' community that the Draft Merger Agreement was signed by its fully owned subsidiary SocieteAnonyme under the name "THRACE GREENHOUSES SOCIETEANONYME" which concerns the absorption by the latter of the Societe Anonyme under the name "ELASTRON AGRICURTURAL 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.
The above merger is subject to the approval that must be granted according to the law from the pertinent bodies of the two merged companies, as well as to the approvals and permissions that must be granted by the pertinent state authorities.
The Company will inform the investors' community accordingly, with regard to the progress of the above merger procedure.
The intended merger is not expected to generate any significant effect on the financial results of the listed parent Company.
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.
There are no events subsequent to the date of the balance date, which affect the financial statements of the Group.
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 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 |
| Registered offices: MAGIKO, MUNICIPALITY of AVDIRA, XANTHI, GREECE | Company Reg. No. : 11188/06/Β/86/31, General Commerce Reg. No. : 12512246000 | ||||||||
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| Data and information for the period from 1 January 2017 to 31 March 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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| The following data and information, that are derived from the financial statements, aim at providing general information on the financial position and results of THRACE PLASTICS Co. S.A., and the THRACE PLASTICS GROUP. Therefore, before proceeding with any kind of investment choice or other transaction with the Company, readers should refer to the company's website where the financial statements are available together with the audit report by the | |||||||||
| Certified Public Accountant, when applicable. | |||||||||
| Approval date of the annual financial statements by the Board: | Company Website: | 31-Μαϊ-17 www.thracegroup.gr |
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| Amounts in thousand Euro, unless stated otherwise. | |||||||||
| STATEMENT OF FINANCIAL POSITION | STATEMENT OF CASH FLOWS | ||||||||
| GROUP | COMPANY | GROUP | COMPANY | ||||||
| ASSETS | 31-03-2017 | 31-12-16 | 31-03-2017 | 31-12-16 | Operating activities | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 |
| Tangible fixed assets | 111.933 | 107.437 | 6.739 | 6.151 | Earnings, before taxes and minority interest | 2.803 | 4.220 | (120) | (204) |
| Investment property Intangible assets |
113 11.709 |
113 11.605 |
1 4 679 |
1 4 685 |
Plus/Minus adjustments for: Depreciations |
3.331 | 2.739 | 177 | 246 |
| Participations in subsidiaries | - | - | 72.046 | 69.684 | Provisions | 1.453 | 1.773 | 436 | 543 |
| Participations in companies consolidated with the equity method Other non-current assets |
10.786 9.580 |
11.347 10.020 |
204 2.001 |
1.566 1.979 |
Foreign exchange differences (Profit)/loss from sale of fixed assets |
102 (123) |
394 (15) |
6 3 |
2 1 - |
| Inventories | 60.195 | 57.695 | 2.000 | 1.785 | Dividends | - | - | - | - |
| Trade receivables Other current assets |
59.430 9.375 |
50.640 9.554 |
4.167 11.391 |
3.081 11.906 |
Financial (income) / expenses (Profit)/loss from companies consolidated with the equity method |
1.608 4 6 |
1.486 (213) |
356 - |
378 - |
| Cash & cash equivalents | 33.473 | 31.080 | 1.166 | 1.853 | Operating profit before changes in working capital | 9.220 | 10.384 | 858 | 984 |
| TOTAL ASSETS | 306.594 | 289.491 | 100.407 | 98.704 | (Increase) / Decrease of receivables (Increase) / Decrease of inventories |
(6.284) (2.522) |
(4.339) (1.320) |
(570) (215) |
(425) 4 5 |
| EQUITY & LIABILITIES | (Decrease) / Increase of liabilities (apart from banks - taxes) | 5.556 | (1.743) | 393 | (800) | ||||
| Share capital Other equity |
28.869 97.163 |
29.762 90.910 |
28.869 41.851 |
29.762 41.055 |
Other non cash movements Cash equivalents from operating activities |
(125) 5.845 |
5 3 3.035 |
- 466 |
(17) (213) |
| Total Shareholders' Equity (a) | 126.032 | 120.672 | 70.720 | 70.817 | Minus: | ||||
| Minority interest (b) Total Equity (c) = (a) + (b) |
2.201 128.233 |
2.116 122.788 |
- 70.720 |
- 70.817 |
Interest expenses and related expenses paid Taxes |
(1.214) (618) |
(1.167) (592) |
(357) - |
(378) - |
| Long-term debt | 19.263 | 18.663 | - | - | Total inflows/(outflows) from operating activities (a) | 4.013 | 1.276 | 109 | (591) |
| Provisions/Other-long-term liabilities Short-term bank debt |
26.446 71.573 |
29.993 67.139 |
1.852 21.971 |
1.153 21.977 |
Investment activities | ||||
| Other-short-term liabilities | 61.079 | 50.908 | 5.864 | 4.757 | Proceeds from sales of tangible and intangible assets | 115 | 7 2 | 5 | - |
| Total liabilities (d) TOTAL EQUITY & LIABILITIES (c) + (d) |
178.361 306.594 |
166.703 289.491 |
29.687 100.407 |
27.887 98.704 |
Interest received Dividends received |
4 8 - |
1 3 - |
- - |
1 - |
| Increase of participations in subsidiaries / associates | (28) | - | (28) | (300) | |||||
| STATEMENT OF CHANGES IN EQUITY | Purchases of tangible and intangible fixed assets Total inflows / (outflows) from investment activities (b) |
(5.620) (5.485) |
(4.113) (4.028) |
(767) (790) |
(62) (361) |
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| GROUP 1/1 - 31/03/2017 |
1/1 - 31/03/2016 | COMPANY 1/1 - 31/03/2017 |
1/1 - 31/03/2016 | Financing activities Increase of participations in subsidiaries / associates |
- | - | - | - | |
| Total equity at beginning of period (01/01/2017 and 01/01/2016 | Proceeds from subsidies - grants | - | - | - | - | ||||
| respectively) | 122.788 | 129.238 | 70.817 | 71.406 | Proceeds from issued / undertaken loans Purchase of treasury shares |
6.344 - |
2.517 (151) |
- - |
- (151) |
| Repayments of loans | (1.374) | (1.215) | (6) | (187) | |||||
| Earnings / (losses) for the period after taxes Other comprehensive income |
2.232 3.211 |
3.365 (8.691) |
(97) - |
(136) - |
Financial leases Total inflows / (outflows) from financing activities (c) |
(1.091) 3.879 |
2.081 3.232 |
- (6) |
- (338) |
| Distributed dividends | - | - | - | - | Net increase / (decrease) in cash & cash equivalents | ||||
| Issued shares | - | - | - | - | for the period (a) + (b) + (c) | 2.407 | 480 | (687) | (1.290) |
| Purchase of treasury shares | - | (151) | - | (151) | Cash & cash equivalents at the beginning of the period | 31.080 | 26.411 | 1.853 | 3.007 |
| Profit distribution | - 1 |
- 3 2 |
- | - | Effect from changes of exchange rates on cash & cash equivalents | (14) 33.473 |
(959) 25.932 |
- 1.166 |
- 1.717 |
| Other changes Total equity at end of period |
128.232 | 123.793 | - 70.720 |
- 71.119 |
Cash & cash equivalents at the end of the period | ||||
| STATEMENT OF COMPREHENSIVE INCOME | |||||||||
| GROUP | COMPANY | ||||||||
| 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | ||||||
| Turnover | 76.545 | 70.305 | 4.170 | 3.995 | |||||
| Gross profit/(losses) | 16.765 | 16.177 | 782 | 732 | |||||
| Earnings/(losses) before Interest and Taxes (EBIT) Earnings / (losses) before Taxes |
4.463 2.803 |
4.997 4.220 |
237 (120) |
173 (204) |
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| Earnings / (losses) after Taxes (A) | 2.232 2.147 |
3.365 3.280 |
(97) | (136) | |||||
| - Owners of the parent - Minority interest |
85 | 85 | - - |
- - |
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| Other comprehensive income after taxes (B) | 3.211 5.443 |
(8.695) (5.330) |
- (97) |
(105) | 31,00 | ||||
| Total comprehensive income after taxes (A) + (B) - Owners of the parent |
5.358 | (5.417) | - | - | |||||
| - Minority interest Earnings / (losses) after taxes per share – basic (in €) |
85 0,0491 |
87 0,0744 |
- - |
- - |
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| Earnings/ (losses) before Interest, Taxes, Depreciation & Amortization (EBITDA) | 7.794 | 7.736 | |||||||
| 414 | 419 | ||||||||
| ADDITIONAL DATA & INFORMATION | |||||||||
| Information regarding the Group structure, participations in subsidiaries and their consolidation method are presented in note 1 of the condensed notes, while the tax unaudited financial years are reported in note 8 of the 1 . |
7 . Income tax in the statement of comprehensive income is analyzed as follows: | GROUP | COMPANY | ||||||
| condensed notes. | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | ||||||
| 2 . The basic accounting principles of the balance sheet for 31/12/2016 have been followed. | Income Tax | (1.025) | (1.262) | - | - | ||||
| Deferred tax | 454 (571) |
407 (855) |
2 3 2 3 |
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| 3 . There are no judicial or under arbitration differences of judicial or arbitration bodies, that may have a significant effect on the financial position of the Company and Group. | GROUP | COMPANY | |||||||
| 8 . The cumulative provisions that have been recorded amount to: | 31/3/2017 | 31/12/2016 | 31/03/2017 | ||||||
| GROUP | COMPANY | Provision for doubtful debtors | 6.744 | 6.680 | 2.458 | ||||
| 4 . The following liens or collateral have been written on fixed assets | 6.406 | - | Provision for staff indemnities Provisions for tax differences from unaudited fiscal years |
20.554 677 |
24.369 677 |
352 174 |
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| 5 . Number of employed staff at the end of each period: | GROUP 31-03-17 |
31-03-16 | COMPANY 31-03-17 |
31-03-16 | Provision for inventory impairment | 2.413 | 2.574 | - | - |
| 1.793 | 1.687 | 77 | 77 | 9 . No company of the Group owns treasury shares, except for the parent company. On 31/03/2017 the Company held no treasury shares. |
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| 6 . The transactions between related parties, according to I.A.S. 24, are as follows: i) Income |
ΟΜΙΛΟΣ 1.442 |
ΕΤΑΙΡΕΙΑ 2.693 |
10. Other comprehensive income concerns the following : | GROUP | COMPANY | ||||
| ii) Expenses | 354 | 218 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 | 1/1 - 31/03/2017 | 1/1 - 31/03/2016 6 8 6 8 31/12/2016 2.548 352 174 1/1 - 31/03/2016 |
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| iii) Receivables iv) Liabilities |
2.359 165 |
11.226 4 6 |
Forex differences from Balance Sheet Conversion Actuarial Profit / (Loss) |
(159) 3.370 |
(3.551) (5.144) |
- - |
- | ||
| v) Transactions & Remuneration of Board members and senior executives | 962 | 343 | |||||||
| Avdira, 31 May 2017 | 3 1 | ||||||||
| The Chairman and Chief Executive Officer | The Vice-Chairman | The Head of Financial Services | The Head Accountant | ||||||
| KONSTANTINOS ST. CHALIORIS ID No. ΑM 919476 |
THEODOSIOS A. KOLYVAS ID No. ΑΙ 101026 |
SPYRIDON A. NTAKAS ID No. ΑΕ 044759 |
FOTINI K. KYRLIDOU ID No. ΑΚ 104541 |
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