Annual Report • Apr 7, 2017
Annual Report
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ANNUAL FINANCIAL REPORT
(In accordance with 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 MarinouAntypa Str., 17455 Alimos, Attica Greece
The present Financial Report, which refers to the period from 1.1.2016 to 31.12.2016, was prepared in accordance with article 4 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 April 6 th, 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 |
| ΙΙΙ. Audit Report by Certified Auditor | 59 |
| IV. Annual Financial Statements for the Period 1.1.2016 – 31.12.2016 |
61 |
| V. Data and information |
124 |
| VI. Information of article 10 Ν.3401/2005 | 125 |
| VII. Online availability of financial information | 128 |
We hereby state that to our knowledge, the Annual Financial Statements (Parent and Consolidated) of THRACE PLASTICS Co. S.A., which concern the period from January 1st 2016 to December 31st 2016, were prepared in accordance with the accounting standards in effect, accurately present the Assets and Liabilities, Equity and Results of the Company, as well as those of the companies included in the consolidation and considered aggregately as a whole.
We also state that to our knowledge, the Annual Report by the Company's Board of Directors accurately presents the developments, performance and position of the Company, as well as of the companies included in the consolidation and considered aggregately as a whole, including the description of basic risks and uncertainties such face.
Xanthi, 6April2017
The signatories:
The Chairman of the Board and Chief Executive Officer
The Vice-Chairman The Member of the Board
Konstantinos St. Chalioris Theodosios A. Kolyvas George Braimis
The present Annual Management Report by the Board of Directors (hereinafter for abbreviation purposes the "Report") was prepared in accordance with the relevant provisions of Law 2190/1920, Law 3556/2007 and the relevant to such executive decisions issued by the Hellenic Capital Market Commission, and especially the decisions 1/434/3.7.2007 and 8/754/14.4.2016.
The Report includes the total required information with a comprehensive, objective and adequate manner and with the principle of providing substantial and not typical information with regards to the issues included in such.
Given the fact that the Company prepares consolidated and non-consolidated (separate) financial statements, the present Report constitutes a single report referring mainly to the consolidated financial data. Any reference to non consolidated financial data takes place in certain areas which have deemed as necessary by the Board of Directors of the company for the better understanding of the contents of the report.
It is noted that the present Report includes, along with the 2016 financial statements, the required by law data and statements in the Annual Financial Report, which concern the financial year ended on 31 December 2016.
The sections of the Report and the contents of such are as follows:
The Company through a relevant announcement on 8/7/2016 informed the investors' community about the progress of the investment program and particularly it announced that at the end of June 2016 the normal operation of the new production facilities commenced. The new facilities concerned investments of EUR 32 million approximately. Specifically, the investments which were implemented in Greece, of EUR 23 million, and particularly in Xanthi, concerned mainly equipment and infrastructure for the production of innovative technical fabrics with application in the markets of the geosynthetics, the insulating roofing membranes, the filter industry, the auto industry, the hospital products as well as the expansion of greenhouses (implementation of phase B'). Furthermore, the new investments implemented in the subsidiaries abroad were also set in full operation status. The investments implemented outside Greece, of EUR 9 million, concerned mainly the installation of a new production line in Scotland for the production of technical fabrics, of meltblown type, with applications in the markets of the insulating roofing membranes, the hospital products, the hygiene products and the filter industry, while they also concerned a new "thermoforming" line which was installed in the plant of Bulgaria for the production of packaging products for yogurt and production of one-use plastic cups for the markets of Bulgaria and S.E. Europe.
Additional investments of EUR 24.5 million were implemented until the end of fiscal year 2016. The particular investments concern the acquisition of new production lines in the above areas of technical fabrics, the new "thermoforming" and "injection" lines of the plant in Ioannina, as well the modernization of existing machinery equipment and infrastructure. The Greek subsidiaries of the Group implemented the largest part of the above additional investments, of EUR 19.8 million
approximately, while the remaining amount of EUR 4.7 million concerned investments implemented by the Group's subsidiaries abroad. In total, the Group's investments amounted to EUR 56.7 million during the period 2015 – 2016.
The Annual Ordinary Shareholders' Meeting that convened on 14 April 2016 approved, among other issues, the annual financial statements as well as the non distribution of any dividend from the profits of the year 2015 given the fact that the Management of the Company and the Group has set as priority to maintain the existing liquidity position in view of the completion of the extended investment program.
On 25 April 2016, the tax audit of the fiscal years 2007 – 2009 concerning the subsidiary company Thrace Plastics Pack SA was completed and resulted into additional taxes of € 979 thousand and tax surcharges of € 1,173 thousand. The Company's Management accepted an amount of € 104 thousand, which was fully paid and also made an advance payment of € 1,024 thousand with regard to the remaining amount which did not accept, thus proceeding with a legal appeal. The pertinent bodies were expected to review the appeal until 24.10.2016 according to law. On 20.10.2016, the Head of the Division for the Resolution of Differences notified the Company about a decision according to which the tax authorities accepted the majority of the Company's claims. According to the above decision, the additional taxes are reduced to € 398 thousand and the tax surcharges are reduced to € 472 thousand with the aggregate amount of taxes and surcharges accounting for € 870 thousand. Of the above the amount of € 382 thousand affected the fiscal year.
The Management of the Group did not accept the above amount in its entirety and therefore it proceeded with a new legal appeal to the tax courts, within the time period provided by the law, with regard to an amount of € 203 thousand.
On 30 September 2016, the Company in application of the clauses of paragraph 4.1.3.1 of the Regulation of the Athens Exchange and of the article 10, paragraph 1 of Law 3340/2005, announced to the investors' community that following the special tax audit for the fiscal year 2015 which was conducted by the legal auditors in accordance with the article 65A, Law 4174/2013, the respective tax certificates based on the conclusion "without reservation" were issued for both the Company as well as the subsidiary companies «Thrace Non Wovens& Geosynthetics SA», «Thrace-Sarantis SA», «Thrace Plastics Pack SA», «Thrace Eurobent SA» and «Thrace Greenhouses SA».
On 29 December 2016, the Company informed the investment community about the completion / expiration of its stock repurchase plan which had been approved according to the provisions of article 16 of P.L. 2190/1920, as it is in effect, and of the Regulation no. 2273/2003 of the Commission of the European Community, from the Extraordinary General Meeting of 29th December 2014. During the above meeting, it was decided, among other issues, the repurchase by the Company via the Athens Exchange and within a period of twenty four (24) months from the date of the above decision, of a maximum number of 4,288,908 common registered shares, which corresponds to 10% of the Company's total number of shares (after the deduction of the treasury shares held by the Company as of the above date), with the lowest repurchase price set at sixty six cents of one Euro (0,66€) per share and the highest repurchase price set at two Euros and fifty cents (2,50 €) per share. During the above program and in execution-implementation of the above decision taken by the Extraordinary General Meeting of shareholders, the Company proceeded with the repurchase in total of 1,132,614 own common registered shares, at an average price of EUR 1.4369 per share,
corresponding to a percentage of 2.512% of the Company's share capital. It is noted that the Company also held 220.554 own common registered shares which were acquired in the context of the stock repurchase plan of the period 2012 -2014, with an average price of EUR 0.6019 per share. Consequently, the Company acquired in total 1,353,168 own common registered shares, at an average price of EUR 1.3008 per share, corresponding to a percentage of 3.001% of the Company's share capital.
The financial products used by the Group, mainly consist of bank deposits, bank overdrafts, receivable and payable accounts and loans.
The Group's activities, in general, create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk.
The Company is exposed to fluctuations in the price of polypropylene (represents 55% of the cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on to the selling price, causes the compression of margins. For this reason, the Company accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in general.
The Group is exposed to credit risks, and in order to manage such consistently, it consistently 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 collaterals are not required on the assets of customers. During the preparation date of the Financial Statements, provisions were made for doubtful customer receivables and the Management considers that there is no other substantial credit risk that is not covered by insurance coverage or provisions.
The following table presents an analysis of the maturity of trade and other receivables on 31-12- 2016:
| Maturity of Trade Receivables for 2016 |
Group |
|---|---|
| 01 – 30 days |
20,467 |
| 31 – 90 days |
25,366 |
| 91 – 180 days |
4,965 |
| 180 days and over | 6,522 |
| Subtotal | 57,320 |
| Provisions for doubtful receivables | (6,680) |
| Total | 50,640 |
The above amountsare expressed in termsof days of delayin the table below:
| Analysis of delayed customer receivables in 2016 |
Group |
|---|---|
| Timely receivables | 40,908 |
| Overdue receivables 1 – 30 days |
8,430 |
| Overdue receivables 31 – 90 days |
1,421 |
| Overdue receivables above 91 days | 6,561 |
| Subtotal | 57,320 |
| Provisions for doubtful customer receivables | (6,680) |
| Total | 50,640 |
With regard to uninsured receivables in delay for over 90 days, which the Group has classified as doubtful, relevant provisions have been made which are deemed as sufficient.
Correspondingly, the amounts of maturity and delay for the financial year 2015 are presented in the following tables:
| Maturity of Trade Receivables for 2015 |
Group |
|---|---|
| 01 – 30 days |
20,086 |
| 31 – 90 days |
27,433 |
| 91 – 180 days |
5,190 |
| 180 days and over |
6,649 |
| Subtotal | 59,358 |
| Provisions for doubtful receivables | (6,740) |
| Total | 52,618 |
| Analysis of delayed customer receivables in 2015 |
Group |
|---|---|
| Timely receivables | 40,666 |
| Overdue receivables 1 – 30 days |
9,210 |
| Overdue receivables 31 – 90 days |
2,032 |
| Overdue receivables above 91 days | 7,449 |
| Subtotal | 59,357 |
| Provisions for doubtful customer receivables | (6,739) |
| Total | 52,618 |
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, unused bank credits, approved to the Group, which are considered sufficient to face a possible shortage of cash equivalents. Short-term liabilities are renewed at their maturity, as they are part of the approved bank credits. The following table presents the liabilities according to their maturity dates.
| Group 2016 |
Up to 1 month |
1-6 months |
6-12 months |
Over 1 year | Total |
|---|---|---|---|---|---|
| Suppliers | 10,105 | 20,718 | 808 | 168 | 31,799 |
| Other short-term liabilities Short-term debt |
8,692 1,868 |
8,955 34,774 |
2,363 30,497 |
99 - |
19,109 67,139 |
| Long-term debt | - | - | - | 18,663 | 18,663 |
| Other long-term liabilities | 122 | - | 3 | 214 | 339 |
| Total 31.12.2016 | 20,787 | 63,447 | 33,671 | 19,144 | 137,049 |
| Group 2015 |
Up to 1 month |
1-6 months |
6-12 months |
Over 1 year | Total |
|---|---|---|---|---|---|
| Suppliers | 20,348 | 11,326 | - | - | 31,674 |
| Other short-term liabilities Short-term debt |
9,422 25,318 |
7,209 6,362 |
1,285 27,394 |
756 - |
18,672 59,074 |
| Long-term debt | - | - | - | 9,841 | 9,841 |
| Other long-term liabilities | - | - | - | - | - |
| Total 31.12.2015 | 55,088 | 24,897 | 28,679 | 10,597 | 119,261 |
The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in foreign countries. The management of the various risks is made by the use of natural hedge instruments. In particular, the Group's policy is to take out loans at the level of balances in foreign currency for the rest of the customers too. Effectof changes inforeign exchangeon the financialstatementsfrom the conversionofforeignsubsidiaries' balance sheets.
| Foreign Currency | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
| Change of foreign currency against Euro | USD | GBP | Other | USD | GBP | Other | |
| Profit before tax | |||||||
| +5% | (711) | (47) | 16 | (709) | (73) | (20) | |
| -5% | 785 | 52 | (18) | 784 | 81 | 22 | |
| Equity +5% |
(61) | (1,213) | (197) | 6 | (927) | (257) | |
| -5% | 67 | 1,340 | 217 | (6) | 1,025 | 284 |
The Group's long-term loans have been provided by Greek and foreign banks and are mainly denominated in Euro. The repayment period varies, according to the loan contract, while long-term loans are mainly linked to Euribor plus a margin. The Group's short-term loans have been provided by several banks, under Euribor, plus a margin and Libor plus a margin.
It is estimated that a change in the average annual interest rate by 1 percentage point, will result in a (charge) / improvement of Earnings Before Tax as follows:
| The effect from a possible interest rate | Group | ||
|---|---|---|---|
| change on Earnings before Tax | 2016 | 2015 | |
| 1% interest rate increase | (858) | (688) | |
| 1% interest rate decrease | 858 | 688 |
The Group controls capital adequacy using the Net Debt to Operating Profit ratio and the Net Bank Debt to Equity ratio. The Group's objective in relation to capital management is to ensure the ability for its smooth operation in the future, while providing satisfactory returns to shareholders and benefits to other parties, as well as to maintain an ideal capital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to maintain the lowest possible level of external financing.
| Capital Adequacy Risk | Group | |
|---|---|---|
| 2016 | 2015 | |
| Long-term debt | 18,663 | 9,799 |
| Short-term debt | 67,139 | 59,025 |
| Total debt | 85,802 | 68,824 |
| Minus cash & cash equivalents | 31,080 | 26,411 |
| Net debt | 54,722 | 42,413 |
| EBITDA | 35,161 | 28,980 |
| NET BANK DEBT /EBITDA | 1.55 | 1.46 |
| EQUITY | 122,788 | 129,238 |
| NET BANK DEBT / EQUITY | 0.44 | 0.32 |
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 until the date of the present Report despite the constant improvements made in the relevant legislative framework towards the relaxation of the initially established capital control measures.
During the entire period from the beginning of the bank holiday and the subsequent capital controls (28.06.2015) until today, the Company demonstrated that is fully prepared and possesses the appropriate operating and organizational structures in order to manage tough and extreme situations with calmness, systematic actions and effectiveness.
However the Management by realizing the especially tough domestic business environment, which the Company activates in, takes all the necessary measures in order to ensure its smooth operations and sustainable development as well as to minimize any negative effect.
Moreover taking into consideration the nature of the activities of the Group in Greece and abroad, any negative developments are not expected to materially affect its smooth operations.
In this context there is sufficient dispersion of the Group's cash reserves in Greece and abroad. However the Management continues to monitor and evaluate the situation and its potential effect, in order to ensure that all necessary actions and measures are taken for the minimization of the negative effect on the operations, financial performance, cash flows and financial position of the Company and the Group.
The most significant transactions between the Company and its related parties, as such are defined by International Accounting Standard 24, are described below:
We note that the following reference to the particular transactions includes the following data:
| Sales-Income | Sales | Income | Total |
|---|---|---|---|
| Don & Low | 53.3 | 894.4 | 947.7 |
| Thrace NW & Geosynthetics | 2,268.0 | 1,942.4 | 4,210.4 |
| Thrace Sarantis | 109.7 | 0.0 | 109.7 |
| Thrace Plastics Pack | 575.6 | 833.4 | 1,409.0 |
| Thrace Ipoma | 2,089.8 | 254.7 | 2,344.5 |
| Synthetic Holdings | 0.0 | 122.0 | 122.0 |
| Synthetic Packaging | 380.2 | 117.1 | 497.4 |
| Thrace Polybulk AB | 0.0 | 238.5 | 238.5 |
| Thrace Polybulk AS | 0.0 | 180.7 | 180.7 |
| Thrace Linq | 0.0 | 216.8 | 216.8 |
| Total | 5,476.7 | 4,800.0 | 10,276.7 |
| Purchases-Expenses | Purchases | Expenses | Total |
|---|---|---|---|
| Thrace NW & Geosynthetics | 537.8 | 0 | 537.8 |
| Total | 537.8 | 0 | 537.8 |
| Customer-Receivables | 31.12.2016 |
|---|---|
| Don & Low | 230.4 |
| Thrace NW & Geosynthetics | 9,732.7 |
| Thrace Eurobent | 161.6 |
| Thrace Plastics Pack | 306.4 |
| Thrace Ipoma | 633.1 |
| Synthetic Packaging |
152.5 |
| Total | 11,216.8 |
The Company has issued letters of guarantee through banks in favor of third parties, while it has provided guarantees in favor of its subsidiaries for security against loans amounting to € 41,274 thousand.
During 2016, the total fees paid to the Company's legal auditors amounted to € 522 thousand for the Group and to € 81 thousand for the Company.
There were no changes in transactions between the Company and its related parties that could have had substantial effects on the financial position and performance of the Company during the financial year 2016.
All transactions described above have taken place under normal market terms and contain no special or extraordinary features which in opposite case would have made compulsory the further analysis, also per related party, of the above.
The Company, according to article 4 par. 7 of L. 3556/2007 is obliged to include in the present Report, analytical information regarding a series of issues, as follows:
The Company's share capital on 31.12.2016 amounted to twenty nine million, seven hundred sixty two thousand, four hundred forty nine euro and twenty cents euro (€29,762,449.20) and was divided into forty five million, ninety-four thousand, six hundred and twenty (45,094,620) shares, with a nominal value of € 0.66 each. All Company shares are common, registered, with voting rights, and are listed on the Securities Market of the Athens Exchange and specifically in the Main Market under the Chemicals – Specialized Chemicals sector. The structure and the formation of the Company's share capital are presented in detail in article 5 of the Company's Articles of Association. The Company's shares were listed on the Athens Exchange on 26 June 1995. From each share, all rights and obligations stipulated by the law and the Company's Articles of Association emanate. The possession of each share results automatically into the acceptance of the Company's Articles of Association and the decisions that have been made by the various bodies of the Company in accordance with the law and the Articles of Association. Each share provides for one (1) voting right.
It is noted that according to the decision as of 01/02/2017 of the Extraordinary General Meeting of the Company's Shareholders it was approved the reduction of the Company's share capital by the amount of eight hundred and ninety three thousand, ninety Euros and eighty eight cents (893,090.88 Euros) via the reduction of the Company's total number of shares from forty five million, ninety four thousand, six hundred and twenty (45,094,620) to forty three million, seven hundred and forty one thousand, four hundred and fifty two (43,741,452) shares, due to the cancellation of one million, three hundred and fifty three thousand, one hundred and sixty eight (1,353,168) treasury shares of the Company, which had been purchased in execution of the decision of the Extraordinary Shareholders' Meeting on 29/12/2014 and the decision of the Annual Shareholders' Meeting on 20/04/2012 of the Company. The relevant amendment of the article 5 of the Company's Articles of Association as result of the decision of the Extraordinary Shareholders' Meeting on 2 February 2017, was approved with the decision no. 19041/15-02-2017 (ΑΔΑ:ΩΠΨΟ465Χ18-1ΜΑ) of the Department of Listed and Sport-Related SocieteAnonymes of the Companies and GEMI Division, of the General Directorate of the Market, of the General Secretary for Commerce and Consumer Protection, of the
Ministry of Economy Development Marine and Tourism, which was registered in the General Electronic Commercial Registry (GEMI) on 15/02/2017 with registration code number 922991.
Following the above, the total Share Capital of the Company amounts to twenty eight million eight hundred sixty nine thousand, three hundred fifty eight Euros and thirty two cents (28,869,358.32 Euros), divided by forty three million seven hundred forty one thousand, four hundred fifty two (43,741,452) common registered shares with nominal value of sixty six cents (0.66 Euro) per share".
The transfer of Company shares takes place as stipulated by the Law and there are no limitations regarding such transfers in its Articles of Association.
With regards to significant participations in the share capital and voting rights of the Company, according to the definition of provisions of articles 9 to 11 of L. 3556/2007, Mr. Konstantinos Chalioris holds, on 31/12/2016, a percentage of 41.993% of the Company's share capital and voting rights and Mrs. EufimiaChalioris holds, on 31/12/2016, a percentage of 20.226% of the Company's share capital and voting rights. No other physical or legal entity owned a percentage over 5% of the share capital. The data regarding the number of shares and voting rights held by individuals with a significant participation have been derived from the Shareholder Registry kept by the Company and from disclosures provided to the Company according to Law.
There are no Company shares that provide special control rights to owners.
According to the Company's Articles of Association, there are no limitations on voting rights.
To the knowledge of the Company there are no shareholder agreements, which result in limitations on the transfer of shares or limitations on the exercise of voting rights that emanate from its shares.
The rules stated by the Company's Articles of Association regarding the appointment and replacement of its Board of Directors' members and the amendment of the provisions of its Articles of Association, do not differ from those stipulated by C.L. 2190/1920 as it is in effect.
According to paragraph 13 of article 13 of C.L. 2190/1920, as currently in effect, the Board of Directors increases the share capital of the Company by issuing new shares, in the context of the approved by the General Meeting Stock Option Plans, for the acquisition of company shares by beneficiaries.
According to the provisions of article 16 of C.L. 2190/1920, as currently in effect, the Company may acquire treasury shares, only following approval by the General Meeting, up to 1/10 of its paid up share capital, under the specific terms and procedures stipulated by the provisions of article 16 of CL 2190/1920, as currently in effect. There are no opposite statements in the Company's articles of Association.
There are no such agreements, which are put into effect, amended or terminated, in case of a change in the Company's control following a tender offer.
There are no agreements of the Company with the members of its Board of Directors or its personnel, which provide for the payment of indemnity specifically in case of resignation or termination of employment without reasonable cause or of termination of their term or employment, due to a tender offer.
A. On 31.12.2016, the Company held in total 1,353,168 treasury shares which had been purchased during the period 26.04.2012 - 25.09.2012 and from 12.01.2015 to 22.12.2016 with an average price of 1.3008 Euros, corresponding to 3.001% of the Company's share capital.
Of the above shares:
i) 1,132,614 treasury shares were acquired by the Company in execution / implementation of the stock repurchase plan that was approved by the Extraordinary General Meeting of Shareholders on 29th December 2014 with the plan ending on 29th December 2016, while ii) 220,554 treasure shares were acquired by the Company in execution / implementation of the previous stock repurchase plan that was approved by the Annual General Meeting of Shareholders on 20th April 2012.
B. Furthermore, the Extraordinary General Meeting of Shareholders on 2nd February 2017 approved among other issues the following:
i) the reduction of the Company's share capital by the amount of eight hundred and ninety three thousand, ninety Euros and eighty eight cents (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 the total treasury shares held by the Company amounting to 1,353,168 treasury shares, in accordance with the article 16 of P.L. 2190/1920 as it is currently in effect and via the subsequent amendment of article 5 of the Company's Articles of Association.
The Management Committee of the Stock Markets of Hellenic Exchanges (EHAE) was informed accordingly during its meeting on 2nd March 2017 with regard to the above share capital reduction due to the cancellation of the Company's treasury shares. Following the above and based on the Company's decision, it is approved that from 8th March 2017, the trading of the cancelled 1,353,168 shares on the Athens Exchange will be ceased.
ii) the approval of the stock repurchase plan of the Company via the Athens Exchange in accordance with the clauses of article 16 of P.L. 2190/1920, and under the following terms and conditions:
a) The maximum number of shares repurchased will account for 4,374,145 representing 10% of the Company's outstanding share capital,
b) The price range of the stock repurchase was set from one Euro and fifty cents (1.50) per share (minimum level) up to three Euros and fifty cents (3.50) per share (maximum level) and finally,
c) The duration of the stock repurchase plan was determined at a maximum of 24 months from the approval of the above decision, meaning until 02.02.2019 at the latest. Until the date of the preparation of the current Report, no stock repurchase activity materialized.
The following table presents the course of the Group's results throughout the year 2016, compared to 2015:
| Consolidated Results of FY 2016 (amounts in thousand euro) |
2016 | 2015 | % Change |
|---|---|---|---|
| Turnover | 291,900 | 289,396 | 0.9% |
| Gross Profit | 66,403 | 59,374 | 11.8% |
| Gross Profit Margin | 22.7% | 20.5% | |
| Other Operating Income | 1,688 | 3,192 | -47.1% |
| As % of Turnover | 0.6% | 1.1% | |
| Distribution Expenses | 26,727 | 25,030 | 6.8% |
| As % of Turnover | 9.2% | 8.6% | |
| Administrative Expenses | 17,214 | 18,066 | -4.7% |
| As % of Turnover | 5.9% | 6.2% | |
| Other Operating Expenses | 1,510 | 1,482 | 1.9% |
| As % of Turnover | 0.5% | 0.5% | |
| Other Income / (Losses) | 265 | 1,092 | -75.7% |
| ΕΒΙΤ | 22,905 | 19,080 | 20.0% |
| EBIT Margin | 7.8% | 6.6% | |
| EBITDA** | 35,160 | 28,980 | 21.3% |
| EBITDA Margin | 12.0% | 10.0% | |
| Financial Income | 2,646 | 410 | 545.4% |
| Financial Expenses | 8,500 | 7,722 | 10.1% |
| Income/(Expenses) from Companies consolidated with the Equity Method |
1,276 | 1,516 | -15.8% |
| EBT | 18,327 | 13,284 | 38.0% |
| EBT Margin | 6.3% | 4.6% | |
| Income Tax | 4,668 | 3,263 | 43.1% |
| Total EAT | 13,659 | 10,021 | 36.3% |
| EAT Margin | 4.7% | 3.5% | |
| Minority Interest | 275 | 233 | |
| Total EATAM | 13,384 | 9,788 | 36.7% |
| EATAM Margin | 4.6% | 3.4% | |
| Earnings per Share (in euro) | 0.304 | 0.2204 | 37.9% |
On Group level, sales volume increased by 7.7%. With regard to the sub-sectors, the Technical Fabrics Unit posted sales volume growth of 7.0% compared to the year 2015 and the Packaging Unit of 10.7%.
EBIT Margin settled at 7.8% from 6.6% in 2015.
Gross Profit Margin settled at 22.7% in year 2016 compared to 20.5% in 2015. The Gross Profit margin posted an increase of 1.5 percentage points in the Technical Fabrics business unit and of 4.1 percentage points in the Packaging business unit during the year 2016 compared to 2015.
During the fiscal year 2016, other operating income is significantly lower than the one of year 2015 since it does not include provisions for income from subsidies on personnel employment cost. 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.
| Distribution | (+6.8%) |
|---|---|
| Expenses | €26,727 |
As percentage of Turnover, Distribution expenses stood at 9.2% in 2016 versus 8.6% in 2015.
As percentage of Turnover, Administrative expenses stood at 5.9% versus 6.2% in 2015.
The analysis of the other operating expenses in year 2016 compared to the year 2015 is presented below:
| Other Operating Expenses | 2016 | 2015 |
|---|---|---|
| Provisions for doubtful receivables | 79 | 13 |
| Other taxes and duties not incorporated into the operating cost |
220 | 160 |
| Depreciation - amortization |
127 | 221 |
| Personnel indemnities | 141 | 67 |
| Commissions / other banking expenses | 178 | 193 |
| Expenses for the purchase of maquettes | 382 | 274 |
| Other operating expenses |
383 | 554 |
| Total | 1,510 | 1,482 |
Other earnings are significantly lower than the ones in 2015 due to the reduction of the credit bills of exchange.
EBIT €22.905 (+20.0%)
EBITDA Margin settled at 12.0% from 10.0% in 2015.
The following table presents the analysis of financial income and expenses during the year 2016 compared to the year 2015.
| Financial Income | 2016 | 2015 |
|---|---|---|
| Interest and similar income | 40 | 140 |
| Foreign exchange differences | 2,606 | 270 |
| Total | 2,646 | 410 |
| Financial Expenses | 2016 | 2015 |
| Debit interest and similar expenses | (5,417) | (4,721) |
| Foreign exchange differences |
(422) | (354) |
| Financial cost due to measurement of receivables at current values Financial result of defined contribution |
(2,014) | (1,788) |
| plans | (647) | (859) |
| Total | (8,500) | (7,722) |
The above profits derived from adjustments made in the respective items due to change of the consolidation method of the Group's subsidiaries: Thrace Sarantis SA and LumiteInc where the Group holds interests of 50%, as well as Thrace Greiner Packaging SRL and Thrace Eurobent SA where the Group holds interests of 46.42% and 51% respectively. Until recently, the companies were consolidated according to the proportional consolidation method, whereas beginning from 1-1-2014 they have been consolidated according to the Equity method as result of the change in the consolidation method of the joint arrangements (IFRS 10, IFRS 11, IFRS 12).
| Earnings before Taxes (EBT) |
€18,327 (+38.0%) |
|---|---|
| The EBT Margin settled at 6.3% versus 4.6% in 2014 |
|
| Earnings after Taxes (EAT) |
€13,659 (+36.3%) |
| The EAT Margin settled at 4.7% compared to 3.5% in 2015. | |
| The income tax for the fiscal year 2016 amounted to € 4,668 thousand. |
|
| EATAM | €13,384 (+36.7%) |
EATAM margin settled at 4.6% compared to 3.4% in 2015.
The Company's turnover amounted to EUR 14,332 thous. posting an increase of 6.4% compared to the year 2015. Gross Profit in 2016 settled at EUR 2,234 thous. increased by 153.6% compared to the year 2015. Earnings before interest, taxes, depreciation and amortization amounted to EUR 678 thous. in 2016 compared to EUR 251 thous. in 2015 posting an increase of 170.1%. Earnings before taxes for the year 2016 amounted to EUR 311 thous. compared to EUR 91 thous. in 2015, increased by 241.8%. Earnings after Taxes in 2016 accounted for EUR 181 thous. compared to EUR 251 thous. posting a decrease of 27.9%.
| * RESULTS PER BUSINESS UNIT |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Technical Fabrics | Packaging | Agricultural Unit | |||||||
| € thous.) (amounts in |
2016 | 2015 | % Ch. | 2016 | 2015 | % Ch. | 2016 | 2015 | % Ch. |
| Turnover | 225,299 | 228,540 | -1.4% | 76,021 | 70,433 | 7.9% | 1,618 | 1,035 | 56.3% |
| Gross Profit | 48,333 | 45,539 | 6.1% | 17,035 | 12,874 | 32.3% | 311 | 292 | 6.5% |
| Gross Profit Margin | 21.5% | 19.9% | 22.4% | 18.3% | 19.2% | 28.2% | |||
| Total EBITDA | 22,560 | 19,746 | 14.3% | 12,357 | 9,018 | 37.0% | 244 | 206 | 18.4% |
| EBITDA Margin | 10.0% | 8.6% | 16.3% | 12.8% | 15.1% | 19.9% |
* Any differences appearing as compared to the published results are due to eliminations between business units.
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.
Note: From the current fiscal year and for the purpose of the proper depiction of the Group's sectors, the Management decided to categorize the Group's commercial companies Thrace Synthetic Packaging LTD, Thrace Polybulk AS and Thrace Polybulk AB under the technical fabrics sector instead of the packaging sector, since the majority of the products of these companies belong to the category of technical fabrics. For comparability purposes the same adjustment was also made for fiscal year 2015.
The following table summarizes the basic information of the Group's financial position as of 31.12.2016:
| CONSOLIDATED BALANCE SHEET | |||
|---|---|---|---|
| (amounts in euro thous.) | 31.12.2016 | 31.12.2015 | % Change |
| Tangible Fixed Assets |
107,437 | 92,268 | 16.4% |
| Investment Property | 113 | 113 | 0.0% |
| Intangible Assets | 11,605 | 11,522 | 0.7% |
| Interests in Related Companies | 11,347 | 10,251 | 10.7% |
| Other Long-term Receivables | 7,387 | 8,387 | -11.9% |
| Deferred Tax Assets | 2,633 | 128 | 1957.0% |
| Total Fixed Assets |
140,522 | 122,669 | 14.6% |
| Inventories | 57,695 | 52,981 | 8.9% |
| Income Tax Prepaid | 1,526 | 1,078 | 41.6% |
| Trade Receivables | 50,640 | 52,618 | -3.8% |
| Other Receivables | 8,028 | 8,774 | -8.5% |
| Cash & Cash Equivalents | 31,080 | 26,411 | 17.7% |
| Total Current Assets | 148,969 | 141,862 | 5.0% |
| TOTAL ASSETS | 289,491 | 264,531 | 9.4% |
| Shareholders' Equity | 120,672 | 127,394 | -5.3% |
| Minority Interest | 2,116 | 1,844 | 14.8% |
| TOTAL EQUITY | 122,788 | 129,238 | -5.0% |
| Long-term Liabilities | |||
| Long-term Loans | 18,663 | 9,799 | 90.5% |
| Provisions for Employee Benefits |
24,369 | 9,546 | 155.3% |
| Other Long-term Liabilities | 5,624 | 6,731 | -16.4% |
| Total Long-term Liabilities | 48,656 | 26,076 | 86.6% |
| Short-term Liabilities |
Significant increase of the tangible fixed assets by € 15,169 thous. The change mainly resulted from the implementation of the investment plan of the Group for the period 2015 – 2016 which amounted to 32 million euro approximately.
Increase of the deferred taxes by € 2,505 thous. due to the increase of the liability that is generated by the pension plan of Don & Low LTD.
| Current Assets | €148,969 (+5.0%) |
|---|---|
| ---------------- | --------------------- |
Inventories amounted to € 57,695 thous. on 31.12.2016 increased by 8.9% compared to 31.12.2015.
The average inventories turnover ratio settled at 90 days compared to 81 in 2015.
Short-term Bank Debt 67,139 59,025 13.7% Suppliers 33,029 31,632 4.4% Other Short-term Liabilities 17,879 18,560 -3.7% Total Short-term Liabilities 118,047 109,217 8.1% TOTAL LIABILITIES 166,703 135,293 23.2% TOTAL EQUITY & LIABILITIES 289,491 264,531 9.4%
Trade Receivables amounted to € 50,640 decreased by 3.8% compared to 31.12.2015.
The average Trade Receivables Turnover ratio settled at 65 days compared to 66 days in 2015.
Equity settled at € 122,788 thousand posting a decrease of 5.0%.
The above development was due to the significant increase of the actuarial deficit of the pension plan of Don & Low Ltd, which was mainly due to the reduction of the discount rate, from 3.8% to 2.7%, which is utilized for the estimation of the present value of the liability, as well as the change of the British pound which recorded a significant depreciation.
The total liability ofthe Don & Low LTD pension plan is analyzed as follows:
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| Present Value of Liabilities |
129,175 | 136,376 |
| Present Value of Fixed Assets |
106,868 | 128,747 |
| Net Liability Recognized in Balance Sheet |
22,308 | 7,629 |
The Asset allocation of the plan is as follows:
| € thous.) Asset allocation* (in |
31.12.2016 | 31.12.2015 | |
|---|---|---|---|
| Mutual Funds (Stock Market) | 32,061 | 33,984 | |
| Mutual Funds (Bond Market) | 32,350 | 30,784 | |
| Mutual Funds (Diversified Growth Funds) |
65,055 | 71,798 | |
| Other | 929 | 1,049 | |
| Total | 130,395 | 137,615 |
The average Suppliers Turnover Ratio settled at 52 days versus 48 days in 2015.
The assets of the plan are measured at fair value and mainly consist of Mutual Funds of Baillie Gifford. The exchange rate Euro / British Pound affected negatively the value of the assets on 31.12.2016.
The Net Bank Debt to Equity ratio settled at 0.45x compared to 0.33x on 31.12.2015, remaining however at relatively low levels.
Suppliers €33,029 (+4,4%)
Equity €122,788 (-5.0%)
Following the above analysis, some basic Financial Ratios are hereafter presented:
| Capital Structure Ratios | 2016 | 2015 | Explanation |
|---|---|---|---|
| Total Liabilities / Equity | 1.4 | 1.0 | Relation between Liabilities and Equity |
| Net Bank Debt / Equity | 0.4 | 0.3 | Relation between Bank Debt and Equity |
| Relation between Bank Debt and Earnings before | |||
| Net Bank Debt/EBITDA | 1.6 | 1.2 | Interest, Taxes, Depreciation and Amortization |
| Fixed Assets / Total Assets | 0.5 | 0.5 | Asset Allocation between Current and Non-current Assets |
| Current Assets / Total Assets | 0.5 | 0.5 | |
| The level of financing of the Tangible Assets from the | |||
| Equity / Net Fixed Assets | 1.1 | 1.4 | Equity |
| Leverage Ratios | 2016 | 2015 | |
| Equity / Total Assets | 0.4 | 0.5 | Relation between Equity and Total Assets |
| Interest Coverage | 4.2 | 4.0 | Debit Interest Coverage from Operating Earnings (ΕΒΙΤ) |
| Liquidity Ratios | 2016 | 2015 | |
| Current Ratio | 1.3 | 1.3 | Total Current Assets/Total Short-term Liabilities |
| (Total Current Assets - Inventories)/ Total Short-term |
|||
| Acid Test Ratio | 0.8 | 0.81 | Liabilities |
| Profit Margins (%) | 2016 | 2015 | |
| Gross Profit | 22.7% | 20.5% | Gross Profit/Total Turnover |
| EBITDA | 12.0% | 10.0% | EBITDA/ Total Turnover |
| EBT | 6.3% | 4.6% | Earnings before Taxes/ Total Turnover |
| EATAM | 4.6% | 3.4% | Earnings after Taxes and Minorities / Total Turnover |
| Receivables and Turnover (in days) | 2016 | 2015 | |
| [(Customers 2016+ Customers 2015)/2] / Turnover |
|||
| Average Customer Turnover | 65 | 67 | 2016*365 days |
| Average Inventory Turnover | 90 | 81 | [(Inventories 2016+ Inventories 2015)/2] / Cost of Sales 2016*365 days |
| Average Suppliers Turnover | 52 | 48 | [(Suppliers 2016+ Suppliers 2015)/2] / Cost of Sales 2016*365 days |
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.
With regard to financial performance during the fiscal year 2017, it should be noted that in the 1st quarter of the current fiscal year the sales volume posted a two digit growth rate compared to the same period of year 2016. As result of the investments implemented for new production lines during the period 2015 – 2016, the technical fabrics sector was the largest contributor in the above sales volume growth. Despite the above but also in line with the management's expectations, the sales volume growth was not reflected into the profit mainly due to the actions taken for the distribution of the increased production volumes and the increase of raw material prices. It is estimated that the raw material prices are likely to appreciate during the second quarter of the year as well therefore the Group has planned all the necessary actions for the rollover of raw material price increases into the final sale prices as well as for the utilization of the new production lines.
Certainly, the prospects of the Group during the current fiscal year 2017 depend directly on the conditions prevailing in both the domestic as well as the global market and economy.
However the strong capital structure of the Group in combination with the healthy operating and organizational structures it possesses provide the Management with the ability to effectively manage any difficulties arising and to continue implementing its strategic plan on an uninterrupted basis.
The present section is presented as an addition of the minimum content which is required by the article 43a of P.L. 2190/1920 for the purposes of more completed and more adequate information offered to the investors' community.
There are no other significant events which took place until the end of the fiscal year 2016 and also until the preparation date of the present Report which are worth noting with the exception of the following:
i) the reduction of the Company's share capital by the amount of eight hundred and ninety three thousand, ninety Euros and eighty eight cents (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 the total treasury shares held by the Company amounting to 1,353,168 treasury shares, in accordance with the article 16 of P.L. 2190/1920 as it is currently in effect and via the subsequent amendment of article 5 of the Company's Articles of Association.
ii) the approval of the stock repurchase plan of the Company via the Athens Exchange in accordance with the clauses of article 16 of P.L. 2190/1920, and under the following terms and conditions:
a) The maximum number of shares repurchased will account for 4,374,145 representing 10% of the Company's outstanding share capital,
b) The price range of the stock repurchase was set from one Euro and fifty cents (1.50) per share (minimum level) up to three Euros and fifty cents (3.50) per share (maximum level) and finally,
c) The duration of the stock repurchase plan was determined at a maximum of 24 months from the approval of the above decision, meaning until 02.02.2019 at the latest.
The Management of the Company on 6th March 2017 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 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 SocieteAnonyme 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 Management of the Company on 29th March 2017 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 signed by its fully owned subsidiary SocieteAnonyme under the name "THRACE GREENHOUSES SOCIETEANONYME" which concerns the absorption by the latter of the SocieteAnonyme 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. 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 current Corporate Governance Statement is compiled according to the provisions of a. 43bb of PL. 2190/1920, as it is currently in effect, constitutes special section of the Annual Management Report of the Board of Directors and contains the entire information required by the law.
Specifically, the structure of the present Corporate Governance Statement is as follows:
VIII. Non Financial Information of Law 2190/1920 as it is in effect following its amendment from law 4403/2016 (Government Gazette Α' 125/7.7.2016)
Law 3873/2010, which incorporated the 2006/46/EC Directive of the European Union into the Greek legislation, essentially enacts the adoption of the Corporate Governance Law from companies and at the same time sets the obligation of compiling the current Statement.
The Company, in compliance with the provisions and regulations of the above Law, compiled and applies its own Corporate Governance Law. The text and the content of the Code are posted and generally available to the registered website of the Company www.thracegroup.com. The present Code was prepared by the Company and aims at the constant improvement of corporate institutional framework and the broader business environment, as well as the improvement of the competitiveness of the Company as a whole. During the preparation of the present Code were taken into account all the principles of corporate governance to be followed by the Company, as required by the current legislation (C.L.2190/1920, L.3016/2002, as amended and in force today, L. 449/2017 and L.3884/2010 ) as well as the Corporate Governance Code, which was written by the Hellenic Federation of Enterprises (hereafter "SEV"), and then amended in the context of the first revision by the Hellenic Corporate Governance Council (hereafter "ESED") and was published in October, 2013.
It is noted that for reasons of completion the aforementioned Corporate Governance Code (Hereafter the "Code") which has been conducted and adopted by the Company has been approved by the Board of Directors and has been submitted to the Hellenic Capital Market Commission.
The Company, as noted earlier, decided to compile and apply its own Corporate Governance Law, so that a framework of corporate governance is formulated by taking into account the Company's specific operation requirements and by thus recognizing the needs emanating from the Company's organization and operation. For this reason, deviations observed from the contents of the Code, are quite limited and in any case are not a subject of detailed analysis and certainly of justification.
Solely for formality reasons, certain deviations from the Code are presented for the year:
No relevant need arose and as a result no meeting occurred via teleconference during the year. In all board meetings the required by law and the Company's articles of association quorum was met as the board members were able to be physically present in these meetings.
The absence of a predefined and strict time schedule with dates for the board meetings is due to the practical easiness to call for such a meeting every time it is required by the law or the Company's needs. In this context all matters and subjects can be dealt immediately and effectively each time they arise, without the Company having to comply with a predefined and strict time schedule.
This deviation becomes easily understandable from the fact that the convocation and the occurrence of the meeting of the Board of Directors is very easy and practical at any time required by the law or the Company's needs, without the existence of a predefined action plan, which in view of the needs of the Management Team to frequently travel abroad could not be prepared and applied in full.
As regards to corporate governance issues, the Company applies the provisions of laws 2190/1920, 3016/2002 and 4449/2017, which have been incorporated in its Memorandum of Association, its Internal Operation Regulation and in the Audit Manual it has prepared. Moreover, the Company applies its own Corporate Governance Code, which is in line with the provisions of the above laws and includes a series of additional Corporate Governance practices which are included in the Code's stipulations, the whole text of which has been posted on the company's website www.thracegroup.com.
The Internal Controls System consists of the operations established by the Company in order to ensure the protection of its assets, identify and handle the most significant risks it faces or that it may face in the future, ensure that the financial data based on which the financial statements are prepared are correct and accurate, as well as to ensure that the Company's adheres to the Law, as well as to the principles and policies decided by Management.
In order to develop this System, the Company has studied and applied several Policies, Procedures and Regulations, that have been incorporated in its Internal Operation Regulation. With its application the Company covers the Management of Possible Risks in relation to the procedure for preparing Financial Statements in the following three (3) levels:
Specifically:
Role and Responsibilities of the Board of Directors: The Board of Directors decides on any action that concerns Management of the Company, Management of its assets and in general on anything that relates to the achievement of its objective.
Additionally, the Board of Directors:
Preparation of Budget and Supervising its Implementation at the Management level: The Annual Budget, which is also a guide for the Group's financial development, is prepared on an annual basis (consolidated and also per sector/subsidiary) and is presented to the Company's Board of Directors for approval. The Statements with the actual results are issued periodically, accompanied by the condensed reports including the deviations and are discussed at the Board level.
Internal Operation Regulation: The Company's Internal Operation Regulation is also the manual for its Internal Controls System, which amongst others includes the following:
The adequacy of the Internal Controls System is monitored on a systematic basis by the Audit Committee through regular meetings that take place with the Internal Audit Service in the context of monitoring the Company's Annual Audit Program.
In order to ensure that the financial data, based on which the financial statements of both the Company and the Group, are correct and accurate, the Company applies specific controls that include the following:
The Financial Services Division of the Group is responsible for maintaining the Company's IT applications. This Division has established powerful IT controls, which ensure the support of the direct and also the long-term objectives of the Company and the Group as well. All applied processes are described in detail in the Company's Internal Operation Regulation. The most significant of such are presented below:
The Board of Directors of the company monitors the adequacy of the Company's Internal Controls System on a continuous basis, given that:
As regards to significant participations in the share capital and voting rights of the Company, according to the definition of article 85 of directive 2001/34/EC, Mr. Konstantinos Chalioris owned a percentage of 41.993% of the Company's share capital on 31/12/2016 and MsEufimiaChaliori owned a percentage of 20.226% of the Company's share capital on 31/12/2016. No other physical or legal entity owns a percentage over 5% of the Company's share capital. Data regarding the number of shares and voting rights of individuals owning significant participations, has been derived by the Shareholders' registry kept by the Company and the disclosures notified to the Company according to Law.
Owners of any type of titles that provide special control rights and description of such rights.
There are no Company titles that provide owners with special control rights.
Any kind of limitations on voting rights, such as limitations on voting rights of owners that hold a specific percentage or number of votes, the exercise deadlines for voting rights, or systems through which, with the cooperation of the company, financial entitlements that emanate from the titles are distinguished from the ownership of the titles ∙
The Company's Memorandum of Association provides no limitations to voting rights emanating from its shares any type of ownership titles.
Rules that regard the appointment and replacement of Board members as well as regarding amendment of the Memorandum of Association.
The rules included in the Company's Memorandum of Association, both as regards to the appointment and the replacement of Board Members and as regards to its amendments, do not differ from those stated by C.L. 2190/1920.
The authorities of Board members, specifically as regards to the ability to issue or buyback shares
According to par. 13 article 13 of CL 2190/1920, as currently in effect, the Board of Directors increases the Company's share capital by issuing new shares in the context of implementing the approved by the General Meeting Stock Option Plans, for purchase of Company shares by beneficiaries.
According to the provisions of article 16 of CL 2190/1920, as currently in effect, the Company may acquire its own shares, only following an approval by the General Meeting, up to 1/10 of the paid up share capital, under the specific terms and procedures stipulated by the provisions of article 16 of CL 2190/1920, as currently in effect. There is no provision in the Company's Memorandum of Association that states otherwise.
According to the Memorandum of Association, the Company is managed by a Board of Director which consists of seven to eleven (7-11) members. The Board members are elected by the General Meeting of shareholders, amongst shareholders or not, for a five-year term, which is automatically extended until the first ordinary General Meeting following the end of their term, without however extending over six-years.
-In case of electing a replacement, the decision for the election is subject to the disclosure requirements of article 7b of C.L. 2190/1920, as currently in effect, and is announced by the Board of Directors at the forthcoming General Meeting, which can replace those elected, even if the relevant issue had not been included in the daily agenda.
The actions of the elected temporary replacement are valid even if the General Meeting does not validate his/her possible election or even if it has elected or not another final member of the Board.
The term of an elected Board member is terminated when and whenever the term of the replaced member would have been terminated.
The Annual Ordinary General Meeting of shareholders on 14 April 2016 elected the new 11-member Board of Directors of the Company for a five year term and specifically until the Ordinary General Meeting that will convene within the first 6-month period of the year 2021 (or with term until 30/06/2021), consisting of the following members:
At the same time, with this decision the annual Ordinary General Meeting appointed as independent members of the Board of Directors, according to the provisions of Law 3016/2002, as it is currently in effect, the following: 1) Mr. Christos Siatis of Panagiotis, 2) Mr. Konstantinos Gianniris of Ioannis, 3) Mr. IoannisApostolakos of Georgios, 4) Mr. PetrosFronistas of Christos, NikitasGlykas of Ioannis and 6) TheodorosKitsos of Konstantinos.
| Board Member | Position in the Board |
|---|---|
| Konstantinos Chalioris | Chairman & Chief Executive Officer |
| TheodosiosKolyvas | Executive Vice-Chairman |
| George Braimis | Executive Member |
| DimitriosMalamos | Executive Member |
| VasileiosZairopoulos | Non-Executive Member |
| Christos Siatis | Independent Non-Executive Member |
| Konstantinos Gianniris | Independent Non-Executive Member |
| IoannisApostolakos | Independent Non-Executive Member |
| PetrosFronistas | Independent Non-Executive Member |
| NikitasGlykas | Independent Non-Executive Member |
| TheodorosKitsos | Independent Non-Executive Member |
The above eleven-member (11-member) Board of Directors meets the conditions of Law 3016/2002 as currently in effect and the provisions of the Corporate Governance Code.
From the above members, all individuals have Greek nationality while Mr. Christos Siatis has Cypriot nationality.
Given the fact the Board of Directors is the highest administrative body of the Company, which is responsible for the safeguarding of the broader corporate interests, the policy making and the growth strategy of the Company as well as for the strengthening of the long-term economic value of the Company, it is very essential for the particular body to possess, with regard to its composition, a diversity of skills, views and abilities which at the same time respond to the need to effectively attain corporate goals.
From the time of the Company's establishment and until today, the entire members of the Board of Directors fulfill all necessary conditions and have set the foundations in order to be granted with the capacity of the member of the Board of Directors. At the same time they are distinguished for their high professional skills, educational level, knowledge, capabilities, experiences and their organizational and administrative abilities, and at the same time they possess high standards of ethics and integrity of character.
The members of the board of Directors cover a broad range in terms of age combining effectively their dynamics and experience (indicatively between 40 and 70 years old). The members, in their majority, are holders of graduate and postgraduate degrees of domestic as well as international universities, have worked in high ranked positions of major companies domestically and abroad, meaning companies activating in a variety of business sectors. They have also been members of the higher managerial staff of large organizations and as a result they possess significant international experience in the corporate as well as the broader social fields and are in position to actively contribute to the growth prospects of the Group in the geographical areas in which it activates. They finally fulfill the requirements of suitability as well as the criteria with regard to the Group's effective staffing and operation.
The present composition of the Board of Directors targets undoubtedly to serve the corporate goals to the greatest possible degree, given the fact that the pool of skills, experience and views possessed by the Company when it comes to its senior staff has increased significantly. Equally strong are the Company's competitiveness, productivity and innovation.
The current 11-member Board of Directors of the Company, which was elected from the Annual General Meeting of shareholders on 14th April 2016 with a five-year term and was formed into body during the same day, consists exclusively of males, meaning that all members are men. Despite the fact that in the present time there is no participation of female individuals in the Board of Directors, the finding and addition of capable representatives of women as members of the BoD is among the priorities of the Company in the future, and therefore when the time comes the latter will accordingly form the composition of the Board of Directors. In any case, the quest of such individuals is not an end in itself, and must not place in jeopardy the so far effective framework of corporate decision making and the normal functioning of the particular collective body of the Company.
The condensed CVs of the Company's Board members, are as follows:
He possesses a professional experience of 35 years and has gained very good knowledge of the industry and the international market. Since 2009, he holds the position of the Chairman of the Board of Directors.
Mr. Kolyvas is a graduate of the Economics Department of the Athens University of Economics and Business (AUEB). He has been with the Company since 1982. Until 2002 he held the position of Head of Financial Services. With multi-year experience and given his deep knowledge of corporate issues, he has assisted the CEO essentially in exercising his duties, he has supported the Company's
development and has contributed in promoting issues on all levels of the Company's business activity. He has been Vice-Chairman of the Board since 2009.
Mr. George Braimis is a Mechanical Engineer, with a MSc degree from Imperial College of Science of the University of London and an MBA from the Hellenic Business Administration Company and INSEAD University. He has significant professional experience, holding management positions in industrial companies mainly in the packaging and food sectors. For almost 14 years he worked at the Philippou Group and specifically from 1994 to 2000 at the company "FAGE S.A." as Maintenance Manager, from 2004 to 2009 at the company "Mornos S.A." serving as CEO and from 2009 until March 2011 at the company "EVGA S.A." as Vice-Chairman of the Board and CEO, while he maintained his position at "Mornos S.A." until August 2010 as Vice-Chairman. Also, during the three year period 2001-2004, Mr. Braimis worked at the Frigoglass Group as Head of Technical Support overseeing all plants in Nigeria. From April 2011 Mr. George Braimis assumed responsibilities of Managing Director of the Packaging Business Unit of Thrace Plastics Group, a position that was added to the Group's organizational structure in order to contribute to achieving Management's objectives both in the domestic market and abroad (S-E Europe, Scandinavia, Ireland and the United Kingdom).
Mr. Dimitris Malamos graduated from the Athens College in 1993. He studied in Great Britain from 1993 to 1998. He holds a BA (Hons) in Business and Financial Economics from Staffordshire University a postgraduate ΜΒΑ degree from University of Kent in Canterbury. From 2000 to 2007 he worked in PricewaterhouseCoopers in the area of Management Consulting servicing companies of the private and public sector where he gained significant experience in the fields of budgeting and reporting, financial analysis and internal restructuring. During the period 2007-2009 he worked in National Bank in the Accounting & Finance division and he returned to PricewaterhouseCoopers in the area of Management Consulting. He works as Group CFO for Thrace Plastics Group since June 2010.
VasileiosZairopoulos began his career in 1983 in the apparel and footwear sector. He assumed the position of Director of Design and Collection for a leading company in the kids wear market. In a later stage he also became responsible for the planning and coordination of production. He then moved to the business development department of a large retail store chain where he also undertook the broader supervision of the retail business activity, including the store design, the order and supply process, the management of the sales team, the marketing and promotion, as well as the budgeting. He was also engaged in the areas of strategic consulting, negotiations, marketing management and financial planning, before moving to establish its own consulting firm. During the past 10 years, Mr. Zairopoulos activates as consultant, through his firm, in the areas of strategic consulting, startups, business planning, investment evaluation, international negotiations, pricing and communication. Apart from his professional activities in Greece, Mr. Zairopoulos has also collaborated with two American multinational corporations, namely Columbia Sportswear and New Balance. He received IB Diploma from UWC Atlantic College in 1979 and BSc in Management from Bath University in 1983.
An Associate Member of the Fellows of Chartered Accountants of England and Whales. He is a Certified Public Accountant by the Cyprus Institute of Chartered Accountants and Member of the Hellenic Association of Certified Accountants (SOEL). He began his career in 1981 at the auditing firm Kostouris – Michailidis (Grant Thornton) in Athens. In 1993 he became Managing Partner of the
Greek company and in 1997 he assumed the position of Territory Senior Partner at the company that resulted from the merger of Kostouris-Michailidis and Coopers & Lybrand. In 1998 he was elected Chairman and Chief Executive Officer of the company PricewaterhouseCoopers in Greece. At the same time he was exercising his Management responsibilities at the above auditing firms, Mr. Siatis activates as Consultant providing advisory services to senior management of large firms.
A graduate of the Business Administration Department of the University of Piraeus and of the Law School of Athens University. He has served as Chief Executive Officer, General Manager or Senior Management Executive at large Greek companies of the private sector (Iaso, Athens Euroclinic, Izola, Selman, A.G. Petzetakis, Soulis etc.) . He has established the Institute of Internal Auditors, for which he served as Chairman for seven years. He has established the Association of Greek Clinics, for which he served as Chairman for 2 years, while currently he is Honorary Chairman. He also participates in the Board of Directors of Elastron S.A.
He has an M.B.A. from University of Wales, and a bachelor's degree from the Business Administration Department of the Athens University of Economics and Business (AUEB). Mr. IoannisApostolakos has served as senior management executive in the past in the Credit and Investment Banking units of the Ergasias Bank Group (currently named EFGEurobankErgasias) and the Piraeus Bank Group. He has been member in the boards of various companies listed on the Athens Exchange and the Cyprus Stock Exchange. Currently he is Administrator in a corporate advisory company and Independent Non Executive Member in AS COMPANY SA, listed on the Athens Exchange.
A Graduate of the Athens University of Economic and Business (AUEB) and the Early Childhood Education Academy. He worked from 1964 to 2011 at the Group of National Bank of Greece holding several management positions from 1989. Specifically from 1989 to 1993 he served as Deputy General Manager at Athens Bank (a company of the National Bank of Greece Group until its sale). During the two-year period 1993-1994 he served as Deputy Manager of the Corporate Banking Division. From 1994 to 1995 he served as General Manager of ETHNOFACT S.A., while during 1995- 1998 as Head of the Overdue Receivables Division. From May 1998 until August 2002 Mr. Fronistas held the position of Corporate Banking Manager and from 2002 to 2004 he served as Management Consultant in the Corporate Credit Division. During the two-year period 2004-2005 Mr. Fronistas assumed responsibilities of Chairman of the Board of Aspis Leasing S.A., of the Aspis Bank Group, with executive responsibilities. From May 2005 to March 2009 he served as General Manager of the National Bank of Greece in Cyprus and following until February 2010 he assumed responsibilities of Deputy CEO. From February 2010 to June 2011 he served as CEO of Ethniki Leasing S.A. He also participates in the Board of Directors of the companies Saracakis Bros SA and Nireus Aquaculture SA.
Mr. NikitasGlykas holds a BSc degree in Physics from the University of Athens and postgraduate degrees from the Lancaster University. Until the year 2005 he held the position of Peripheral Manager of Eastern Europe for MAILLIS SA. Since 2006 and until 2009, as Member of the Board of Directors and member of the senior staff of SHELMAN SA, being responsible for both the Company and its affiliates, he promoted the restructuring and the broader redesign of the Group's operating procedure achieving especially positive results amid recession conditions in the timber sector. Since the year 2009 he has held various positions in HTC Group, whereas from October 2015, and assuming
higher duties, he holds the position of the President for the region of Middle East and Africa based in Dubai with direct reporting to the Group's headquarters in Taiwan. He is considered a senior executive with international experience, deep knowledge of the European markets as well as of the markets of Middle East and Africa, who manages effectively different cultures and holds distinguished records in the achievement of impressive sales and the penetration of new and existing geographic markets.
Mr. TheodorosKitsos holds a BSc degree from the Economics Department of the National and Kapodistrian University of Athens and an MBA degree in finance from the Warner College of USA. He started his career in Unilever Hellas and also in companies of the Group located abroad where he worked in United Arab Emirates, Saudi Arabia and Holland. He returned to Greece in 2005 where he worked as General Manager of Human Resources and Organization at PPC (DEI) SA. In a later stage he held the position of Deputy General Manager of Human Resources at Eurobank Group. By the end of the year 2007, he returned to Unilever Group based in London undertaking the duties with regard to the global organizational planning of the Company, whereas in year 2010 he moved to Unilever Russia, Ukraine and Belarus based in Moscow where he held the position of Vice President responsible for issues of human resources and organization, implementing successfully at the same time the acquisitions and mergers of three companies active in the production and trading of consumer products. Since the summer of 2015, he works at the headquarters of Unilever in London having assumed a plethora of duties in the areas of Finance, Law, Technology and Support Services on global level.
The Independent Non-Executive Members, Messieurs Christos Siatis, Konstantinos Gianniris, IoannisApostolakos, PetrosFronistas, NikitasGlykas and TheodorosKitsos meet the independence criteria as such are defined by L 3016/2002.
| Board Member | Companies outside the Group in which | Position |
|---|---|---|
| the Board members participate | ||
| Konstantinos Chalioris | Civil non-Profit Company Stavros Chalioris | Vice-Chairman of the Board |
| Chairman & Chief Executive | ||
| Xanthi Photovoltaic Park S.A. | Officer | |
| Paros Photovoltaic Park S.A. |
Chairman & Chief Executive | |
| Officer | ||
| Eyterpi S.A. | Chairman & Chief Executive | |
| Officer | ||
| Erato S.A. | Chairman & Chief Executive | |
| Officer | ||
| Thaleia S.A. | Chairman & Chief Executive | |
| Officer | ||
| Kleio Technical Tourism Real Estate | Chairman & Chief Executive | |
| Commercial | Officer | |
| TheodosiosKolyvas | Eyterpi S.A. | Vice-Chairman |
| Kleio Technical Tourism Real Estate | Vice-Chairman | |
| Commercial Company | ||
| Erato S.A. | Vice-Chairman | |
| Xanthi Photovoltaic Park S.A. | Vice-Chairman | |
| Paros Photovoltaic Park S.A. | Vice-Chairman | |
| Thaleia S.A. | Vice-Chairman | |
| DimitriosMalamos | Dynamic Constructions – V. Zarifopoulos |
Administrator |
| Christos Siatis | Evolution Maritime Management Co | Manager |
| SpetsesTradingLLC | Manager |
The following table presents the external professional commitments of Board members:
| Skylark Shipping& Trading LLC | Manager | |
|---|---|---|
| Skyevo Shipping & Trading LLC |
Manager | |
| VasileiosZairopoulos | V. Zairopoulos& SIA General Partnership | Administrator |
| PetrosFronistas | AfoiSarakaki S.A. | Board Member |
| Nireus Aquaculture | Board Member | |
| IoannisApostolakos | ArhaiosOlynthefsΙ.Κ.Ε. | Administrator |
| AS Company |
Board Member | |
| Konstantinos Gianniris | Elastron S.A. | Board Member |
The Board of Directors is the administrative body that decides on any action that concerns the company's Management, the management of its assets and in general anything that refers to achieving its objective.
According to the Company's Memorandum of Association:
The Board of Directors is responsible for the representation, administration and unlimited management of corporate affairs. It decides on any issue that concerns the company's management, the achievement of the company objective and the management of company assets, including the issue of common and convertible bond loans. Only decisions, which according to the provisions of Law, are subject explicitly to the responsibility of the General Meeting of shareholders, are excluded.
The Board of Directors may appoint, for any time period and under any conditions it deems necessary each time, to exercise its representation and duties in general, fully or partially to one or more of its members or Managers or Executive advisors or other employees of the Company or third parties or committees, defining however each time their authority and the signatures that bind the Company.
Specifically, the main responsibilities of the BoD (in the sense that the relevant decision making requires the prior approval of the BoD or, if necessary, ex post ratification by the BoD), should include:
The representation , administration and unlimited management of corporate affairs
The decision making for each decision relating to the Company's management
The achievement of the corporate objective and management of corporate assets including the issuance of common and exchangeable bonds. The decisions, which according to the provisions of the Law or the Articles of Association or any other valid, binding and firm agreement, are explicitly subject to the exclusive responsibility of the General Meeting of Shareholders, are excluded
The approval of the long-term strategy and the operational objectives of the Company
The approval of the annual budget and business plan and the decision making on major capital expenditures, acquisitions and divestments
The selection and, when necessary, the replacement of the executive management of the Company , as well as the supervision of the plan of the succession
The performance testing of the senior Management and the harmonization of the remuneration of the executives with the long-term interests of the Company and its shareholders
Ensuring the reliability of the financial statements and data of the Company, the financial information systems and the data and information disclosed to public, as well as ensuring the effectiveness of internal control and risk management systems
The vigilance regarding existing and potential conflicts of interest of the Company, on one side, and the Management, the members of the BoD or the major shareholders, on the other
side, and the appropriate treatment of such conflicts. For this purpose, the BoD should follow a transactions surveillance process
Ensuring the existence of an effective process of regulatory compliance of the Company
The responsibility for decision making and monitoring of the effectiveness of the company's management system, including the decision-making processes and the delegation of authorities and duties to other employees, and
The formulation, dissemination and application of the basic values and principles governing the Company 's relations with all parties, whose interests are linked to those of the Company
As regards to the operation of the Board, the Company's Memorandum of Association states the following:
The Board of Directors, as soon as it is elected and specifically during its first meeting, elects from its members and for the entire period of its term a Vice-Chairman and Chairman, whereas if the Chairman is absent or unable the Vice-Chairman substitutes such, and if the latter is absent or unable then the advisor that is appointed by means of a decision by the Board of Directors substitutes such.
The Chairman of the Board of Directors presides the Board meetings, manages its activities and informs the Board of Directors on the Company's operation.
The Board of Directors may elect one of its members as Chief Executive Officer or Executive Advisor, it may appoint responsibilities of the CEO to the Chairman or Vice-Chairman of the Board and it may elect the deputy CEO or Executive Advisor from its members.
The responsibilities of the CEO and Executive Advisor are defined by means of a decision by the Board.
The Board of Directors is considered to be in quorum and meets validly given that half plus one member are present or represented at the meeting. However the number of members present in person cannot be less than three (3). To establish quorum, possible fractions are omitted.
The decisions of the Board of Directors are made with absolute majority or the members present and represented at the meeting.
A Board member that is absent may be represented by another member. Each Board member may represent only one absent member, with a written authorization.
Copies or excerpts of the Board of Directors' Minutes are certified by the Chairman or his/her legal representative or by a member of the Board that has specifically been authorized for such by a decision from the Board.
The preparation and signing of minutes by all Board members or their representative constitutes a decision by the Board of Directors, even if a meeting has not previously taken place.
The members of the Board may receive remuneration for each of their presence in person at Board meetings, only if such is approved with a special decision by the Ordinary General Meeting.
The Board of Directors convenes at the company's registered offices each time such is required by Law or the company's needs.
The Board of Directors may convene through teleconference. In this case, the invitation towards Board members includes all information necessary for their participation in the meeting.
The Board meetings may be presided by the Chairman or his/her substitute.
At the beginning of each calendar year, the Board adopts a meetings calendar and a 12-month action plan, which are reviewed according to company needs, in order to ensure the proper, complete and prompt fulfillment of their duties, as well as the adequate assessment of all issues on which it makes decisions.
During 2016, 19 Board meetings took place. All Board members participated in 7 meetings.
Fully in compliance with the provisions and stipulations of L 3693/2008, during the annual General Meeting of shareholders that took place on 14.04.2016 the Company elected an Audit Committee with the objective to support the Board in performing its duties as regards to financial reporting, internal controls and supervising the regular audits.
The Audit Committee is consisting of three (3) non-executive members, of whom one (1) at least is an independent non-executive member. In the particular Audit Committee all three (3) members are independent non executive. All the members of the Audit Committee are appointed by the General Meeting of Shareholders, and the independent non-executive member who presides over the Audit Committee should have proven sufficient knowledge in accounting and auditing matters.
The Audit Committee is currently in operation under the clauses of Law 4449/2017 as well (which replaced the clauses of Law 3693/2008) and has the following responsibilities:
should ensure the functioning of the internal control department in accordance with international standards for the professional application of internal control,
should determine and review the internal regulation of operation of the internal audit department of the Company,
| Christos Siatis | Independent | Non-Executive |
|---|---|---|
| Board Member, Chairman of the | ||
| Committee | ||
| Konstantinos Gianniris | Independent | Non-Executive |
| Board Member | ||
| IoannisApostolakos | Independent | Non-Executive |
| Board Member |
The Audit Committee consists of the following independent non-Executive Members:
The Committee convenes at least four (4) times a year. The Chairman of the Committee decides on the frequency and time schedule of the meetings. The external auditors are entitled to request a meeting by the Committee if they deem necessary.
During 2016 the Committee convened 5 times and all members were present during the meetings, whereas all issues mentioned in the Operation Regulation were discussed and handled, the basic of which are as follows:
With the adoption by the Company of its own Corporate Governance Code (according to the above mentioned), the particular Committee replaced the Recruitment – Remuneration of Executive Board Members & Senior Executives and Board Member Nominee Committee, which had been established within the year 2011 and following relevant provision in the SEV Code (which was initially adopted by the Company).
The Remuneration and Board Member Nominee Committee consists of the following two (2) Independent Non-Executive Members:
| Christos Siatis | Independent Non-Executive Board Member, Chairman of Committee |
|---|---|
| Konstantinos Gianniris | Independent Non-Executive Board Member |
The Committee convened twice (2) during the year 2016.
The responsibilities of the committee in relation to the designation of the remuneration policy of the executive members of the BoD, as well as of the management executives, and the determination of the overall remuneration policy of the Company should include:
making proposals to the BoD with regards to the remuneration of each executive Board member, including the bonus and the incentive payments based on share options award
reviewing and making proposals to the BoD on the total annual package of variable (i.e. except for the salary) compensations in the company
reviewing and making proposals to the BoD (and, via the BoD, to the General Meeting of shareholders, when required) on the stock option or share award programs
making proposals on targets for variable, performance-related compensations or targets related to stock-options or share award programs
making proposals to the BoD on any business policy related to remuneration
The responsibilities of the Committee, with regards to the nomination of the Board members, should include:- setting selection criteria and appointment procedures for the Board members
periodically assessing the size and composition of the BoD, as well as the submission to it of the proposals for consideration on its desired profile
assessing the current balance of skills, knowledge and experience within the BoD, and based on this assessment, recording a clear description of the role and capabilities required for filling vacancies
The General Meeting of the Company's shareholders is the highest body of the company and is entitled to decide on any issue that concerns the Company, while its legal decisions also bind shareholders that are not present or who disagree.
Issues regarding invitation, convening and conducting General Meetings of shareholders, that are not defined by the Company's Memorandum of Association, are those according to the relevant provisions of C.L. 2190/1920 and L. 3884/2010, as currently in effect.
The General Meeting convenes at the company's registered offices or in a district of another municipality within the prefecture of its domicile or another municipality near the domicile. The
General Meeting may also convene in the district of the municipality where the domicile of the relevant stock exchange (where the Company's shares are listed) is located.
According to the Memorandum of Association, participation in voting remotely during the General Meeting of shareholders is permitted given the prior dispatch to shareholders of the daily agenda issues and relevant voting ballots accompanying such issues at least five (5) days prior to the General Meeting. The issues and voting ballots may be provided and submitted online through the internet. Shareholders that vote in this manner are calculated to define quorum and majority, given that the relevant ballots have been received by the company at least two (2) full days prior to the day of the General Meeting.
Shareholders that have the right to participate in the General Meeting may be represented in such by legally authorized proxies.
The Chairman of the Board of Directors temporarily serves as chairman of the General Meeting, or if he is unable his substitute, as defined by the Memorandum of Association or if the latter is unable also, then the oldest in age from the present Members. Those appointed by the Chairman serve as temporary Secretary of the General Meeting.
Following the reading of the final list of shareholders that have voting rights, the Meeting proceeds with electing a Chairman and a Secretary who also serves as a vote teller.
The Company should display on its website at least 20 days before the General Meeting both in Greek and in English language, information with regards to:
• the date, time and location of the convocation of the General Meeting of shareholders,
• key attendance rules and practices, including the right to introduce topics to the agenda, the right to pose questions, as well as the deadlines by which those rights may be exercised,
• voting procedures, proxy procedural terms and the forms to be used for proxy voting,
• the proposed agenda for the meeting, including draft decisions for discussion and vote, and any accompanying documents
• the proposed list of candidates for Board membership and their CVs (whenever the issue of members' nomination arises), and
• the total number of outstanding shares and voting rights at the date of the convocation.
• A summary of the minutes of the General Meeting of shareholders, including the results of voting on each resolution of the General Meeting, should also be available on the Company's website, translated in English, within fifteen (15) days after the General Meeting of shareholders1.
• The company Secretary, as well as the internal Auditor shall attend the General Meeting of shareholders and be available to provide information on matters relevant to their responsibilities posed for discussion and on questions or explanations required by the shareholders. The Chairman of the General meeting of shareholders should allow sufficient time to deal with shareholders' questions.
Anyone who appears as a shareholder on the records of the Dematerialized Securities System managed by "Hellenic Exchanges S.A." (HELEX), which keeps records of the Company's securities (shares), has the right to participate in the General Meeting of shareholders. The shareholder capacity is evidenced by submitting the relevant written certification by HELEX or alternatively, by the Company's online connection with the records of HELEX. The shareholder's capacity must be in
effect during the beginning of the fifth (5th) day prior to the date of the General Meeting (record date), and the relevant certification or electronic certification regarding the shareholder capacity must be provided to the Company at least the third (3rd) day prior to the date of the General Meeting. For the 1st Repeated General Meeting, the shareholder capacity must be in effect on the beginning of the fourth (4th) day prior to the date of the 1st Repeated General Meeting, while the relevant written or electronic certification that certifies the shareholder capacity must be provided to the Company at least the third (3rd) day prior to the date of the aforementioned Repeated Meeting. Only those that have the shareholder capacity during the respective record date is considered by the Company to have the right of participation and voting at the General Meeting. In the cases of non compliance with the provisions of article 28a of C.L. 2190/1920, the said shareholder participates in the General Meeting only after the latter's permission. It is noted that the exercise of the above rights (participation and voting) does not require the blockage of the beneficiary's shares or any other relevant process, which limits the ability to sell or transfer shares during the time period between the record date and the date of the General Meeting.
(a) With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors of the Company is obliged to list additional issues on the General Meeting's daily agenda, if the relevant request is received by the Board at least fifteen (15) days prior to the General Meeting. The request for the listing of additional issues on the daily agenda is accompanied by a justification or by a draft resolution for approval by the General Meeting and the revised daily agenda is published in the same manner as the previous daily agenda, at least thirteen (13) days prior to the General Meeting date and at the same time is disclosed to shareholders on the Company's website together with the justification or draft resolution submitted by the shareholders according to those stipulated by article 27 par. 3 of c.l. 2190/1920.
(b) With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors provides shareholders, according to those stated by article 27 par. 3 of c.l. 2190/1920, at least six (6) days prior to the date of the General Meeting, access to the draft resolutions on issues that have been included in the initial or revised daily agenda, if the relevant request is received by the Board of Directors at least seven (7) days prior to the date of the General Meeting.
(c) Following a request of any shareholder that is submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically required information on the Company's affairs, to the extent that such are useful for the real assessment of the daily agenda issues. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. The Board of Directors may respond collectively to shareholders' requests with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website, especially in the form of questions and answers.
(d) Following a request by shareholders that represent one fifth (1/5) of the paid up share capital, which is submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the development of corporate affairs and the financial position of the Company. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. Respective deadlines for exercising minority rights of shareholders also hold for Repeated General Meetings. In all the aforementioned cases, shareholders submitting requests must evidence their shareholder capacity and the number of shares owned when exercising the relevant right. Such evidence is provided by submitting the certification by the authority that keeps records of the specific securities
or by certifying the shareholders' capacity through the online connection between the authority and the Company.
The shareholder participates in the Extraordinary General Meeting and votes either in person or through a proxy. Each shareholders may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) persons as representatives. However, if a shareholders owns Company shares, which appear in more than one securities accounts, this limitation does not obstruct the said shareholder from appointing different proxies for the shares that appear in each security account in relation to the General Meeting. A proxy that acts on behalf of more than one shareholder, can vote separately for each shareholder. A shareholder proxy must disclose to the Company, prior to the beginning of the Extraordinary General Meeting, any specific event that may be useful to shareholders in assessing the risk of the proxy serving other interests than those of the represented shareholder. According to the definition of the present paragraph, there might be conflict of interests specifically when the proxy:
a) is a shareholder that exercises control on the Company or is another legal entity controlled by the shareholder,
b) is a member of the Board of Directors or generally the management of the Company or of a shareholder that exercising control on the Company, or another legal entity that is controlled by a shareholder who exercising control of the Company,
c) is an employee or certified public accountant of the Company or shareholder that exercising control of the Company, or another legal entity controlled by the shareholder who exercising control of the Company,
d) is a spouse or first degree relative with one of the persons mentioned above in cases (a) through (c).
The appointment and revocation of a proxy is applied in written and disclosed to the Company in the same form, at least three (3) days prior to the date of the General Meeting.
The Company posts the form it uses to appoint proxies on its website. This form is filled in and submitted signed by the shareholder to the Company's Shareholders' Department or is sent by fax to the latter at least three (3) days prior to the date of the Extraordinary General Meeting.
The beneficiary shareholder is requested to confirm the successful dispatch and receipt of the proxy form by the Company.
The Company has issued common registered shares listed on the Athens Exchange, and registered in immaterial form in the records of the Dematerialized Securities System. There are no special rights in favor of specific shareholders.
The acquisition of Company shares implies ipso jure acceptance of its Memorandum of Association and of the legal decisions made by its relevant bodies.
Each share provides rights corresponding to the respective percentage of share capital such represents. The responsibility of shareholders is limited respectively to the nominal value of shares owned. In case of co-ownership of a share, the rights of the co-beneficiaries are exercised only by a joint representative of such. The co-beneficiaries are responsible with solidarity and entirely for fulfilling the obligations that emanate from the common share.
Each Company share incorporates all the rights and obligations defined by C.L. 2190/1920 and its Memorandum of Association, and specifically:
The right to participate in the General Meeting and exercise voting rights through electronic means or by mail is currently not provided, as the Company is expecting the issuance of the relevant ministerial decision, as stated by l. 3884/2010.
The following minority rights are provided according to C.L. 2190/1920:
Shareholders that own 1/20th of the share capital and voting rights are entitled to make the following requests and the Company is obliged to satisfy such (under the conditions stated by law):
Shareholders that own 1/5th of the share capital and voting rights are entitled to make the following requests and the Company is obliged to satisfy such (under the conditions stated by law):
Shareholders that represent two percent (2/100) of the paid up share capital may request the annulment of a resolution by the General Meeting of shareholders, if such was made without providing the required information requested by shareholders under their minority right or by abusing authority of the majority.
Shareholders that represent one tenth (1/10) of the paid up share capital may request by the Board or the Company's liquidators to exercise all the Company's claims against the Board members that emanate from the management of corporate affairs.
Shareholders that represent one third (1/3) of the paid up share capital may request its liquidation before the relevant court, if a significant reason exists for such, which in an obvious manner renders
the continuance of the Company impossible.
Any shareholder may request by the Board of Directors to provide the requested specific information on the Company's affairs at the forthcoming General Meeting, to the extent that such information is useful for the real assessment of the Daily Agenda issues.
According to the provisions of article 43a, paragraph 6 of P.L. 2190/1920, as it is in effect following its amendment via the Law 4403/2016 (Gov. Gaz. A' 125/7.7.2016), the Management Report of fiscal year 2016 includes for the first time a non-financial statement which contains information, to the degree it is required, for the greater understanding of the performance, the position and the effect of the Group's activities with regard to the following issues:
It is noted that the present Non-Financial Statement which is recorded for the first time, refers to the actions of the Greek companies of the Group during the fiscal year 2016 and more specifically of the companies THRACE PLASTICS CO. SA (parent company), THRACE NON WOVENS& GEOSYNTHETICS SA, THRACE EUROBENT SA, THRACE PLASTICS PACK SA and THRACE GREENHOUSES SA.
The depiction of the Group's actions, in entirety, will take place in a second stage and will be therefore presented in one of the subsequent non-financial statements.
The topics of the current non-financial statement include the following:
THRACE PLASTICS CO. SA was established in 1977 with its domicile located in the area of Magiko, Municipality of Avdira, County of Xanthi, Greece. In a short period of time from its establishment, the Company evolved into one of the largest producers of Technical Fabrics and Packaging Solutions on global level.
Thrace Plastics Group is currently a multinational Group which activates in the production and distribution of polypropylene products possessing production facilities in 5 countries, namely in Greece, Great Britain, Bulgaria, Romania and in the United States of America. The Group also owns distribution and trade companies in 6 countries, namely in Ireland, Norway, Sweden, Serbia, Australia and China, and it also possesses and operates a distribution network which extends to more than 80 countries.
The Groups' activity is distinguished in two major business sectors or divisions:
The above two sectors cover 24 market segments in total. Since the start of the year 2013, the Group also demonstrates an activity in the Agricultural Sector through the subsidiary company Thrace Greenhouses SA, which has the business objective to produce tomato products with the use of hydroponic cultivation method and through the utilization of geothermal energy.
The Technical Fabrics Sector concerns the production and trade of synthetic fabrics for industrial and technical uses. The Sector of Technical Fabrics has strong export orientation as 97% of sales are generated internationally. It operates through nine subsidiary companies of the Group (Thrace Non Wovens& Geosynthetics in Xanthi, Don & Low LTD in Scotland, Thrace Synthetic Packaging in Ireland and Thrace Polybulk AS in Norway, Thrace Polybulk AB in Sweden, Thrace Linq Inc. and Lumite Inc. in USA, and Thrace Asia in China). The major products of the Sector are the following: geotextiles, insulation membranes and technical fabrics for agricultural and industrial uses.
The Packaging Sector concerns the production and trade of packaging materials, plastic bags, plastic cups for packaging of food and colors, as well as other packaging materials for agricultural uses. The Packaging Sector targets the European markets with an emphasis in the countries of Southeast Europe, Scandinavia, United Kingdom and Ireland. More specifically, it operates through five companies within the Group, including the parent company in Greece, and companies in Bulgaria, Romania and Serbia. The products of the Sector are categorized into those of Packaging for Industrial Uses and of Packaging for Consumer Uses. The first category concerns mainly bags, mega bags and pallet films for the packaging of fertilizer, seafood, animal food, as well as of chemical and idle materials, whereas the second category concerns products used in the packaging of food and chemicals.
28 technologies of production from the stage of processing to the finishing stage
Of which 895 employees are located in Greece.
The Company applies a strategic plan for business and technological innovation. The policy of innovation is predefined and the steps towards its encouragement are also predetermined. The Group executes a program by which it targets a stronger awareness of the senior staff with regard to the innovation and also stronger generation of innovative products. The main objective is to create a system according to which the use of innovation will be able of producing value for the customer and generating respective benefits for the Group, achieving at the same time the ultimate objective which is the Group's development and growth.
Organic Growth – Optimal Utilization of Resources – Maximization of Economic Value
To become the most valuable partner for our customers and suppliers and at the same time to increase systematically our shareholders' value, attaining at the same time the prosperity of all people employed within the Group.
To define and set new business standards via innovation and pioneering thought, by assisting our customers in their effort to capture leading position in their market.
To offer not only plain products but also complete, total and innovative solutions, capable of adapting into the needs and requirements of our customers.
The Corporate Responsibility is incorporated into the corporate culture of the Group across the entire spectrum of its daily interaction with its strategic partners.
In this context and by recognizing the effect generated from its business activities, the Group pursues the sustainable development and is committed via its policies to the Environment, Energy Management, Product Responsibility and the Social Action with the goal to always play the role of a valuable social partner.
The strategic approach of the Group has the objective of the simultaneous optimization of the value it produces and creates for the benefit of broader social groups of people, as well as the reduction of risk on economic, social and environmental level.
Specifically, the broader activities of the Group create not only a series of financial risks which the Group is called to face (foreign exchange risk, raw material price risk, credit risk, liquidity risk, interest rate risk, etc.) but also a series of risks and consequences which the Group may have to face in case of a climate change, an event which might affect the demand for its products, their standards and also their performance. Moreover, changes which may occur in the trends of the market and broadly of the society are sufficient enough to affect the development strategy of the Group across the entire spectrum of its business activities on international level.
| Strategy of Corporate Social Responsibility | |||||
|---|---|---|---|---|---|
| Responsibility for the Environment |
Responsibility for the Society |
Responsibility for the Employees |
Responsibility for the Market |
The Company with regard to the issues of corporate governance applies the provisions of the Laws 2190/1920, 3016/2002 and 4449/2017, which have been incorporated into its Articles of Association, the Internal Regulation of Operation and the Internal Audit Manual which is regularly kept and updated.
Moreover the relatively recent Law 3873/2010, which incorporated the Directive no. 2006/46/EC of the European Union into the Greek legislation essentially enacts the adoption of the Corporate Governance Code by the companies.
In compliance with the requirements and regulations of the particular Law, the Company prepared and currently applies its own Corporate Governance Code. The Company, on its own will, decided to apply its distinctive Code of Corporate Governance and has set the goal of constant improvement of the corporate legislative framework and the broader corporate environment, as well as the improvement of the Company's competitiveness in its entirety. During the preparation of the above Code, the Company took into consideration all principles of corporate governance currently followed by the Company itself in accurate and consistent application of the existing legislation, as well as the proposals and the broader content of the Code of Corporate Governance. The latter was prepared under the initiative of the Hellenic Federation of Enterprises (HFE – SEV) and was later amended in the context of its first revision from the Hellenic Corporate Governance Council (HCGC) and was released publicly in October 2013.
The Code of Corporate Governance which the Company prepared and currently applies has been approved by its Board of Directors and has been submitted to the Hellenic Capital Market Commission with the latter having full knowledge of the Code's existence.
The constant commitment of Thrace Plastics Group is to perform its corporate and business activities with integrity, according to the highest standards of ethics and by applying the effective law provisions.
The Company completed the preparation of the Code of Business Conduct in October 2014, with the Code constituting an indispensable part of the Employees Handbook.
The particular Code sets the standards of conduct which are required by the employees of the companies within the Group and also develops the guidelines that govern the proper behavior of personnel within the Group. The central theme of the Code of Conduct is summarized as follows:
The basic principles of the Code of Conduct, the compliance of which ensures the non-existence of corruption cases, include the following:
During the year 2016, the companies within the Group implemented a broad education and training program for their employees, with regard to the procedures which are related to the application of the Code of Conduct and are included in the Group Policies Manual. More specifically during the year 2016, the Group trained 83 employees from all levels of hierarchy and from all departments: production, sales, logistics, supplies, financial services, quality control, health and safety.
Training in Areas of Business Conduct
The systematic training and information update of the employees and the senior staff from all levels of hierarchy and departments ensured that during the year 2016 there was no internal incident concerning corruption issues. Furthermore, the audits that were performed by the quality control department detected no incidents which could be materially related to our partners and suppliers. The long-term relations of trust that we have built and which we constantly invest to, ensure the existence of an environment of professional integrity, high work ethics and trust.
Moreover, no legal case is pending with regard to issues concerning the following:
-environmental legislation
Thrace Plastics Group recognizes its responsibility towards the protection of environment and the minimization of any environmental consequences as result of the operation of the Group's production facilities.
In the context of the environmental policy and energy management, all subsidiaries of the Group seek the production of products with the minimum possible burden for the environment. Specifically:
Apply practices targeting electric energy savings.
The annual consumption of electric energy accounted for 83,195,062 kWh in the fiscal year 2016.
The Group initiated the implementation of a 5-year plan for the reduction of energy consumption per produced kilogram with the objective to have attained a reduction by 30% at the end of 2018. In the context of this plan, certain actions have been planned in each of the Group's production plants, actions which on aggregate basis resulted into the contraction of energy consumption per kilogram by 20% during the period 2014 – 2016 (7% within the year 2016).
Indicative actions that materialized were the following:
The Group via its participation in the subsidiary company Thrace Greenhouses SA has developed the use of geothermal energy for the production of vegetable products with very low energy footprint.
The following table summarizes the annual consumption of fuels:
| Fuels Consumption | |
|---|---|
| Oil (in liters) | 29,000 |
| Liquid Gas (in Kg) | 151,000 |
| Natural Gas (MWh) | 18,600 |
With regard to the vehicles circulating inside the production facilities, during the year 2016 the Group proceeded with the replacement of five old diesel forklifts from one diesel vehicle of modern
technology with significantly lower air pollutants, and also from two gas vehicles and two electric
vehicles.
The annual water consumption settled at 8,450 m3 in 2016.
The actions taken in order to generate water savings in 2016 resulted into the contraction of the water consumption by the Greek subsidiaries of the Group by 10%. Specifically, the particular actions concerned the following:
The measurement and analysis of the products which are recycled constitutes fundamental part of the Group's liabilities. The Group recycles and reuses 100% of all byproducts and spare raw materials during its production process as well as the packaging items of the incoming raw materials.
The Group collaborates with licensed companies in the areas of waste management (collection, transfer, utilization and allocation) in such manner that it ensures its compliance with the management practices described by the existing regulatory framework.
| Recycled Materials | Quantities | |
|---|---|---|
| Metals (in kg) | 360,000 | |
| Paper (in kg) | 100,000 | |
| Plastic (in kg) | 130,000 | |
| Oils (in ltr) |
24,650 | |
| Batteries (in kg) | 3,500 | |
| Inks (in kg) | 12,500 | |
| Wood (in kg) | 32,000 |
| Recycled Raw Materials (in kg) |
|
|---|---|
| Polypropylene (PP) | 3,578,548 |
| Polyethylene (PE) | 608,259 |
Via a unified Policy of Social Activity, all companies of Thrace Plastics Group recognize their responsibility towards the society and in this context they activate in order to:
The year 2007 signaled the foundation of "STAVROS CHALIORIS SOCIAL CENTER" in Magiko, County of Xanthi, pursuing good causes for the broader local community, of which the companies of Thrace Plastics Group constitute the largest contributor and funding partner. The above good-cause related actions include, among other things, the following:
Approximately two hundred (200) children participated in the above groups and educational programs.
Moreover in the context of the Group's especially sensitive stance towards various issues of social nature, the following actions have been taken:
The strategy of the Group with regard to Human Resources is based on the concept "Talent Development and Management" which takes the highest credit for the Group's successful course until today as well as for the achievement of the Group's targets with regard to sustainable growth.
In Thrace Plastics, the Human Resources Department functions through transparent, fair and legal procedures which aim at developing the organization's most valuable asset, meaning its people.
The internal employment regulation along with the remuneration and personnel management procedures define the framework used for the management of Human Resources and of all parameters related to the companies of Thrace Plastics Group.
Via the establishment and compliance with mutual principles and rules, aligned with the broader strategy and culture of the Group, the following are attained:
The Group for the year 2016 focused on the following matters:
In total, Thrace Plastics Group employed 1,708 people in year 2016 of which 895 concerned the Greek companies of the Group.
The breakdown of employees concerning the Greek companies of the Group for the fiscal year 2016 is presented below:
Below, the breakdown of employees among the areas of Production, Administration and Sales is presented:
The following table presents the breakdown according to the employment relation (regular and seasonal employees)
| Employment Relation | |||||
|---|---|---|---|---|---|
| Regular | Seasonal | Total | |||
| Male | 774 | 36 | 810 | ||
| Female | 39 | 49 | 88 | ||
| Total | 810 | 85 | 898 |
Below the breakdown of employees according to the age is presented:
| Breakdown according to Age | ||||
|---|---|---|---|---|
| <30 years | 30-50 years | >50 years | Total | |
| Male | 168 | 531 | 111 | 810 |
| Female | 12 | 57 | 16 | 85 |
| Total | 180 | 588 | 127 | 895 |
Of the 895 employees, 894 employees are employed as regular ones and only one employee is employed on a part time basis.
The following table depicts the employment hours of the employees along with the participation of males and females.
| Training - Education |
||||
|---|---|---|---|---|
| Participants | ||||
| Hours | Males | Females | Total | |
| 1,098 | 164 | 13 | 177 |
In the context of the broader training and education program of the Group during the year 2016, a special emphasis was placed on the training with regard to innovation and its respective procedures. An important part was played by the number of the senior staff of the Group's Greek companies which participated in the educational course covering innovation of Kellogg Business School in Northwestern University, Chicago, USA. The purpose was to create a "common ground" and a "common language" for innovation. This is considered to be especially important since it considerably motivated the organization and maximized the importance of innovation as a tool for the development and the future of the Group itself.
Below the number of the hired and departed employees (males and females) during the previous year is presented:
| Hiring / Departing | Males | Females | Total |
|---|---|---|---|
| Number of employees departed | 95 | 35 | 130 |
| Number of employees hired | 135 | 50 | 185 |
The Group is fully aligned with the effective labor legislation and with the relevant provisions for children employment, the respect for human rights and the participation of employees in labor unions. Specifically approximately 80% of the employees of Group's Greek companies participate in labor unions.
Through the unions there is the official registration of requests on behalf of the employees, whereas the broader communication of any requests as well as the meeting between the employees and the management can be facilitated. All requests submitted, are evaluated and wherever is necessary the corresponding corrective measures and actions take place.
It constitutes an indisputable value and top priority of the Group which constantly makes efforts to ensure the Safety and Hygiene conditions for its employees in the areas of employment. In this context, the Group has focused on the development and application of the most effective systems, standards and practices of Hygiene and Safety in employment with the goal to minimize as well as control the risks related to the activities of the Group's companies and ensure the safety conditions of employees, partners and visitors.
All companies of Thrace Plastics Group apply a strict Policy of Hygiene and Safety with the following goals:
During the execution of this Policy, all the companies of Thrace Plastics Group are required to:
Be advised by the labor force through the respective committees of Hygiene & Safety with regard to issues of Health, Safety and Welfare.
Detect all possible risks and assess whether these risks can affect the personnel and especially the younger individuals, in order to limit such risk factors to an acceptable degree.
The Policy of Hygiene & Safety is reviewed on annual basis, without excluding the case of extraordinary revisions so that the Company is in position to evaluate its effectiveness and ensure its response to the changes of legislation or corporate affairs.
The following table presents the number of labor accidents of the Group for the year of 2016 (total employees: 895):
| Labor Accidents of the Group - Year 2016 |
|
|---|---|
| Near-Accidents | 78 |
| Accidents followed by hospital care | 31 |
| Accidents followed by provision of first aid (within the production plant and without any lost man hours) |
29 |
| Fatal accidents |
0 |
On annual basis, the Group conducts training sessions from qualified external partners in the areas of proper industrial practices, in the issues of safe handling of lifting machineries, forklifts, provision of first aid in cases of fire, evacuation of facilities, etc. The unions oversee that the personnel is provided with all necessary means, which are required in order to execute their work with safety (for example, safety shoes, uniform and garment, earplugs, masks, helmets, etc.).
In addition, and according to the law, there is a Health and Safety Committee consisting of 4 members in compliance with the requirements and provisions of Law 3850/10. The sessions taking place are significantly higher in number from the required ones and are used for the settlement and resolution of the relevant matters.
In December 2016, the production plant of Xanthi was distinguished for the successful application of practices in the area of Health & Safety management in the work environment.
Thrace Plastics Pack was recognized as the leading Greek Plastics Industry in the area of Health & Safety management in the work environment during the event "Health & Safety Awards 2016". More specifically, Thrace Plastics Pack received the top award "WINNER" in the category of Industry for the policy it applies as well as for the Health & Safety plan it has developed for its employees.
The products of Thrace Plastics Group reflect our vision with regard to quality, which is assured through a series of procedures and best practices such as:
All production plants steadfastly comply with the Quality Policies that are established.
Specifically, the factories of the Group apply the most optimal practices which include the following:
Based on the Quality Management Plan, there are various audit levels across all stages of the production process from the delivery until the loading:
Specifically, with regard to the Food Packaging Sector, the most demanding inspections and audits take place as follows:
| Question | THRACE NG – SPUBDBOND |
THRACE PLASTICS PACK IOANNINA – PACKAGING |
THRACE PLASTICS (INDUSTRIAL AREA OF XANTHI) |
THRACE NG – REMAINING PART OF TECHNICAL FABRICS |
PACK XANTHI |
|---|---|---|---|---|---|
| Certified systems / standards |
EN ISO 9001:2008 EN ISO 14001:2004 OEKOTEX Standard 100 Class |
ISO9001:2015 ISO22000:2005 FDA/IMS BRC/IoP (VER.5) OHSAS 18001:2007 |
ISO 9001:2008 | ISO 14001:2004 | BRC/IoP (ISSUE 5) FDA ISO 14001:2004 OHSAS 18001:2007 |
| Targets for certifications |
OHSAS 18001 | ISO14001:2015 | HACCP ISO 14001:2004 |
OHSAS 18001 | ISO 50001 |
| THRACE NG –SPUBDBOND |
THRACE PLASTICS PACK IOANNINA –PACKAGING |
THRACE PLASTICS (INDUSTRIAL AREA OF XANTHI) |
THRACE NG – REMAINING PART OF TECHNICAL FABRICS |
PACK XANTHI | |
|---|---|---|---|---|---|
| Quality targets for year 2016 |
1) complaints with regard to Quality / year TARGET < 9 2) complaints with regard to Transfer / year TARGET < 3 3) complaints with regard to service / year TARGET < 9 |
1) Total volume related to complaints (kgr) / total sold volume (kgr) TARGET<0.01%. 2) Credit notes issued due to customer complaints (€) / Total turnover (€) TARGET<0.01%. |
Stronger satisfaction rates of customers – reduction of complaints TARGET:20% |
Stronger satisfaction rates of customers – reduction of complaints TARGET:20% More effective evaluation of suppliers – Reduction of number of complaints |
1) Reduction of number of complaints by 20% in comparison with the previous year 2) Total volume related to complaints(kgr)/ total sold volume (kgr), TARGET < 0.3% 3) Credit notes issued due to customer complaints(€) / Total turnover (€), TARGET<0.3% |
During the fiscal year 2016, there were no incidents of non-compliance with regulations and voluntary codes that concerned the effect of the products and services on health and safety.
One particular incident of non-compliance with regulations and voluntary codes that concern the information for products and their marking was detected and settled. It concerned the marking of CE textiles (Thrace NG).
The Group demonstrates a clear and concrete preference towards Greek suppliers, which account for approximately 70% of the Group's suppliers in terms of volume and value. This significant percentage of participation of Greek producers constitutes a clear evidence of the Group's preference with regard to products of Greek companies. Among of suppliers, the most important ones are the following: Hellenic Petroleum, Plastics of Crete, Chrostiki, Bright Colors, etc.
The purchases of raw and auxiliary materials are in the context of the Internal Regulation of Operation which depicts the Procedure of Purchases via the analytical description of the following: standards of materials, evaluation of suppliers, hygiene – safety rules, effect on environment.
The present Statement of Corporate Governance contains all the required by Law elements, constitutes integral part of the Annual Management Report of the Company's Board of Directors and is incorporated as such in the Report.
Xanthi, 6 April 2017
To the Shareholders of "Thrace Plastics SA"
We have audited the accompanying separate and consolidated financial statements of "Thrace Plastics SA" which comprise the separate and consolidated statement of financial position as of 31 December 2016 and the separate and consolidated statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended anda summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing which have been transposed into Greek Law (GG/B'/2848/23.10.2012). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the separate and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the separate and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the separate and consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the separate and consolidated financial statements present fairly, in all material respects, the financial position of "Thrace Plastics SA" and its subsidiaries as of December 31, 2016,
and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union.
Taking into consideration, that management is responsible for the preparation of the Board of Directors' report and Corporate Governance Statement that is included to this reportaccording to provisions of paragraph 5 article 2 of Law 4336/2015 (part B), we note the following:
6 April 2017
PricewaterhouseCoopers SA 268 Kifissias Avenue , 152 32 Halandri, Greece The Certified Auditor SOEL Reg.No 113
The Certified Auditor DimitriosSourbis SOEL Reg.No 16891
| Statement of Comprehensive Income | 63 |
|---|---|
| Statement of Financial Position | 64 |
| Statement of Changes in Equity | 65 - 66 |
| Statement of Cash Flows | 67 |
| Notes on the Annual Financial Statements |
68 - 123 |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | |
| Turnover | 291,900 | 289,396 | 14,332 | 13,476 | |
| Cost of Sales | (225,497) | (230,022) | (12,098) | (12,595) | |
| Gross Profit/(loss) | 66,403 | 59,374 | 2,234 | 881 | |
| Other Operating Income | 3 | 1,688 | 3,192 | 5,051 | 5,446 |
| Selling Expenses | 5 | (26,727) | (25,030) | (561) | (516) |
| Administrative Expenses | 5 | (17,214) | (18,066) | (5,445) | (5,599) |
| Other Operating Expenses | 7 | (1,510) | (1,482) | (569) | (411) |
| Other profit / (losses) | 4 | 265 | 1,092 | (32) | 450 |
| Operating Profit /(loss) before interest and tax | 22,905 | 19,080 | 678 | 251 | |
| Financial Income | 8 | 2,646 | 410 | 2 | 82 |
| Financial Expenses | 8 | (8,500) | (7,722) | (2,132) | (1,676) |
| Income from dividends | 8 | - | - | 1,763 | 1,500 |
| Profit / (losses) from companies consolidated with the Equity Method | 1,276 27 |
1,516 | - | - | |
| Profit / (losses) from participations | - | - | - | (66) | |
| Profit/(loss) before Tax | 18,327 | 13,284 | 311 | 91 | |
| Income Tax | 10 | (4,668) | (3,263) | (130) | 160 |
| Profit/(loss) after tax (A) | 13,659 | 10,021 | 181 | 251 | |
| Other comprehensive income | |||||
| Items transferred to the results | |||||
| FX differences from translation of foreign Balance Sheets | (5,831) | 2,825 | - | - | |
| Items not transferred to the results | - | - | - | ||
| Actuarial profit/(loss) | (13,633) | 5,875 | (13) | 31 | |
| Other comprehensive income after taxes (B) | (19,464) | 8,700 | (13) | 31 | |
| Total comprehensive income after taxes (A) + (B) | (5,805) | 18,721 | 168 | 282 | |
| Profit / (loss) after tax (A) Attributed to: |
|||||
| Owners of the parent | 13,384 | 9,788 | - | - | |
| Minority interest | 275 | 233 | - | - | |
| Total comprehensive income after taxes (A) + (B) | |||||
| Attributed to: Owners of the parent |
(6,077) | 18,488 | - | - | |
| Minority interest | 272 | 233 | - | - | |
| Profit/(loss) allocated to shareholders from continued activities per share (A) |
|||||
| Number of shares | 44,022 | 44,406 | - | - | |
| Earnings/(loss) per share | 9 | 0.3040 | 0.2204 | - | - |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| ASSETS | |||||
| Non-Current Assets | |||||
| Tangible fixed assets | 11 | 107,437 | 92,268 | 6,151 | 6,839 |
| Investment property | 11 | 113 | 113 | 14 | 14 |
| Intangible Assets | 11 | 11,605 | 11,522 | 685 | 633 |
| Participation in subsidiaries | 27 | - | - | 69,684 | 69,384 |
| Participation in related companies | 27 | 11,347 | 10,251 | 1,566 | 1,304 |
| Other long term receivables | 12 | 7,387 | 8,387 | 1,967 | 1,826 |
| Deferred tax assets | 20 | 2,633 | 128 | 12 | - |
| Total non-Current Assets | 140,522 | 122,669 | 80,079 | 80,000 | |
| Current Assets | |||||
| Inventories | 13 | 57,695 | 52,981 | 1,785 | 1,861 |
| Income tax prepaid | 1,526 | 1,078 | 1,036 | 1,354 | |
| Trade receivables | 14 | 50,640 | 52,618 | 3,081 | 3,615 |
| Other debtors | 14 | 8,028 | 8,774 | 10,870 | 9,334 |
| Cash and Cash Equivalents | 15 | 31,080 | 26,411 | 1,853 | 3,008 |
| Total Current Assets | 148,969 | 141,862 | 18,625 | 19,172 | |
| TOTAL ASSETS | 289,491 | 264,531 | 98,704 | 99,172 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Share Capital | 16 | 29,762 | 29,762 | 29,762 | 29,762 |
| Share premium | 16 | 21,526 | 21,529 | 21,644 | 21,644 |
| Other reserves | 17 | 22,539 | 29,057 | 13,256 | 14,013 |
| Retained earnings | 46,845 | 47,046 | 6,155 | 5,987 | |
| Total Shareholders' equity | 120,672 | 127,394 | 70,817 | 71,406 | |
| Minority Interest | 2,116 | 1,844 | - | - | |
| Total Equity | 122,788 | 129,238 | 70,817 | 71,406 | |
| Long Term Liabilities | |||||
| Long Term loans | 18 | 18,663 | 9,799 | - | - |
| Provisions for Employee Benefits | 19 | 24,369 | 9,546 | 352 | 336 |
| Other provisions | 761 | 1,073 | 685 | 174 | |
| Deferred Tax Liabilities | 20 | 4,524 | 5,255 | - | 141 |
| Other Long Term Liabilities | 339 | 403 | 116 | 155 | |
| Total Long Term Liabilities | 48,656 | 26,076 | 1,153 | 806 | |
| Short Term Liabilities | |||||
| Short Term loans | 18 | 67,139 | 59,025 | 21,977 | 22,103 |
| Income Tax | 3,779 | 2,686 | - | - | |
| Suppliers | 21 | 31,799 | 31,632 | 2,202 | 2,816 |
| Other short-term liabilities | 21 | 15,330 | 15,874 | 2,555 | 2,041 |
| Total Short Term Liabilities | 118,047 | 109,217 | 26,734 | 26,960 | |
| TOTAL LIABILITIES | 166,703 | 135,293 | 27,887 | 27,766 | |
| TOTAL EQUITY & LIABILITIES | 289,491 | 264,531 | 98,704 | 99,172 | |
| 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 01/01/2015 | 29,762 | 21,546 | 26,397 | (133) | 754 | 32,517 | 110,843 | 1,610 | 112,453 |
| Profit / (loss) for the period | - | - | - - |
- | 9,788 | 9,788 | 233 | 10,021 | |
| Other comprehensive income | - | - | - - |
2,826 | 5,875 | 8,701 | 1 | 8,702 | |
| Distribution of earnings | - | - | - - |
- | - | - | - | - | |
| Dividends | - | - | - - |
- | (1,000) | (1,000) | - | (1,000) | |
| Changes in percentages | - | - | - - |
- | - | - | - | - | |
| Other changes | - | (17) | 67 | - | 16 | (134) | (68) | - | (68) |
| Purchase of treasury shares | - | - | - (870) |
- | - | (870) | - | (870) | |
| Changes during the period | - | (17) | 67 | (870) | 2,842 | 14,529 | 16,551 | 234 | 16,785 |
| Balance as at 31/12/2015 | 29,762 | 21,529 | 26,464 | (1,003) | 3,596 | 47,046 | 127,394 | 1,844 | 129,238 |
| 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 | - | - | - - |
- | 13,384 | 13,384 | 275 | 13,659 | |
| Other comprehensive income | - | - | - - |
(5,830) | (13,630) | (19,460) | (3) | (19,463) | |
| Distribution of earnings | - | - | - - |
- | - | - | - | - | |
| Dividends | - | - | - - |
- | - | - | - | - | |
| Changes in percentages | - | - | - - |
- | - | - | - | - | |
| Other changes | - | (3) | 83 | - | (14) | 45 | 111 | - | 111 |
| Purchase of treasury shares | - | - | - (757) |
- | - | (757) | - | (757) | |
| Changes during the period | - | (3) | 83 | (757) | (5,844) | (201) | (6,722) | 272 | (6,450) |
| Balance as at 31/12/2016 | 29,762 | 21,526 | 26,547 | (1,760) | (2,248) | 46,845 | 120,672 | 2,116 | 122,788 |
| Share Capital | Share Premium | Other Reserves | Treasury shares reserve |
Reserve of FX differences from translation of subsidiaries |
Retained earnings | Total | |
|---|---|---|---|---|---|---|---|
| Balance as at 01/01/2015 | 29,762 | 21,652 | 15,000 | (133) | 16 | 6,705 | 73,002 |
| Profit / (loss) for the period | - | - | - | - | - | 251 | 251 |
| Other comprehensive income | - | - | - | - | - | 31 | 31 |
| Distribution of earnings | - | - | - | - | - | (1,000) | (1,000) |
| Dividends | - | - | - | - | - | - | - |
| Changes in percentages | - | (8) | - | - | - | - | (8) |
| Purchase of treasury shares | - | - | - | (870) | - | - | (870) |
| Changes during the period | - | (8) | - | (870) | - | (718) | (1,596) |
| Balance as at 31/12/2015 | 29,762 | 21,644 | 15,000 | (1,003) | 16 | 5,987 | 71,406 |
| Balance as at 01/01/2016 | 29,762 | 21,644 | 15,000 | (1,003) | 16 | 5,987 | 71,406 |
| Profit / (loss) for the period | - | - | - | - | - | 181 | 181 |
| Other comprehensive income | - | - | - | - | - | (13) | (13) |
| Distribution of earnings | - | - | - | - | - | - | - |
| Dividends | - | - | - | - | - | - | - |
| Changes in percentages | - | - | - | - | - | - | - |
| Other changes | - | - | - | - | - | - | - |
| Purchase of treasury shares | - | - | - | (757) | - | - | (757) |
| Changes during the period | - | - | - | (757) | - | 168 | (589) |
| Balance as at 31/12/2016 | 29,762 | 21,644 | 15,000 | (1,760) | 16 | 6,155 | 70,817 |
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | ||
| Cash flows from Operating Activities | |||||
| Profit before Taxes and Minority Interest | 18,327 | 13,284 | 311 | 91 | |
| Plus / (minus) adjustments for: | |||||
| Depreciation | 12,255 | 9,900 | 856 | 973 | |
| Provisions | 657 | (810) | 603 | (86) | |
| FX differences | (156) | (1,113) | 58 | (22) | |
| (Profit)/loss from sale of fixed assets | 77 | 5 | (26) | (428) | |
| Dividends | - | - | (1,763) | (1,500) | |
| (Profit)/loss from investments | - | (16) | - | 66 | |
| Debit interest & related (income) / expenses (Profit) / losses from companies consolidated with the Equity |
5,833 | 7,346 | 2,130 | 1,594 | |
| method | (1,276) | (1,516) | - | - | |
| Operating Profit before adjustments in working capital | 35,717 | 27,080 | 2,169 | 688 | |
| (Increase)/decrease in receivables | (468) | (1,871) | (1,763) | (4,365) | |
| (Increase)/decrease in inventories | (6,648) | (3,481) | 77 | 747 | |
| Increase/(decrease) in liabilities (apart from banks-taxes) | 826 | 6,892 | (330) | (1,371) | |
| Other non cash movements | (209) | (331) | (2) | (66) | |
| Cash generated from Operating activities | 29,218 | 28,289 | 151 | (4,367) | |
| Interest Paid | (5,114) | (4,089) | (1,424) | (1,359) | |
| Other financial income/(expenses) Taxes |
(4,718) | (215) | (244) (4,772) |
(3) | - (1,867) |
| Cash flows from operating activities (a) | 19,171 | 19,184 | (1,276) | (7,593) | |
| Investing Activities | |||||
| Receipts from sales of tangible and intangible assets | 137 | 46 | 354 | 1,612 | |
| Interest received | 33 | 341 | 2 | 82 | |
| Dividends received | 496 | 398 | 1,763 | 1,500 | |
| Increase of interests in subsidiaries / associates | (262) | (204) | (562) | (904) | |
| Investment subsidies | - | 71 | - | - | |
| Purchase of tangible and intangible assets | (17,870) | (25,173) | (549) | (764) | |
| Receipt from sale of participation | - | - | - | - | |
| Other income / (expenses) from investments | - | - | - | 96 | |
| Cash flow from investing activities (b) | (17,466) | (24,521) | 1,008 | 1,622 | |
| Financing activities | |||||
| Increase of participation in subsidiaries / associates | - | (7) | - | (7) | |
| Proceeds from loans | 6,325 | 8,794 | - | 76 | |
| Purchase of treasury shares Repayment of Loans |
(3,145) | (757) | (870) (9,155) |
(757) (130) |
(870) - |
| Financial leases | 1,603 | 1,467 | - | - | |
| Dividends paid | - | (2,016) | - | (2,016) | |
| Cash flow from financing activities (c) | 4,026 | (1,787) | (887) | (2,817) | |
| Net increase /(decrease) in Cash and Cash Equivalents | 5,731 | (7,124) | (1,155) | (8,788) | |
| Cash and Cash Equivalents at beginning of period | 26,411 15 |
32,879 | 3,008 | 11,796 | |
| Effect from changes in foreign exchange rates on cash reserves |
(1,062) | 656 | - | - | |
| Cash and Cash Equivalents at end of period | 15 31,080 |
26,411 | 1,853 | 3,008 | |
The company THRACE PLASTICS Co. S.A. (hereinafter the "Company") was founded in 1977 and is based in Magiko of municipality of Avdiron 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 from its establishment the Company evolved into a Group of companies (hereinafter "the Group"), by acquiring or establishing new entities, all of which operate in two segments, the technical fabrics business unit and the packaging business unit.
The Company's shares are listed on the Athens Stock Exchange since June 26, 1995.
The Company's shareholders with equity stake higher than 5%, as of 31/12/2016, are the following ones:
| Chalioris Konstantinos | 41.99% |
|---|---|
| ChalioriEyfimia | 20.22% |
The Group maintains production and trade facilities in Greece, Scotland, Northern Ireland, Ireland, Sweden, Norway, Serbia, Bulgaria, Romania, and U.S.A. On December 31st 2016 the Group employed in total 1,708 employees, from which 895 were employed by the Greek operations.
The Group's structure with regard to the interests held as of 31st December 2016 are as follows:
| Company | Registered Offices | Participation Percentage of Parent Company |
Participation Percentage of Group |
Consolidatio n 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 SA | 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 | 92.84% | 92.84% | Full |
| Thrace Greiner Packaging SRL | ROMANIA - Sibiou |
- | 46.42% | Equity |
| Thrace Plastics Packaging D.O.O. | SERBIA-Nova Pazova | - | 92.84% | Full |
| Trierina Trading LTD | CYPRUS-Nicosia | - | 92.84% | Full |
| Thrace Ipoma A.D. | BULGARIA-Sofia | - | 92.735% | Full |
| Synthetic Holdings LTD | N. IRELAND-Belfast | 100.00% | 100.00% | Full |
| Thrace Synthetic Packaging LTD | IRELAND - Clara |
100.00% | Full | |
| ArnoLTD | IRELAND - Dublin |
- | 100.00% | Full |
| Synthetic Textiles LTD |
N. IRELAND-Belfast | - | 100.00% | Full | |
|---|---|---|---|---|---|
| Thrace Polybulk A.B. | SWEDEN -Köping |
- | 100.00% | Full | |
| Thrace Polybulk A.S. | NORWAY-Brevik | - | 100.00% | Full | |
| LumiteINC. | U.S.A. - Georgia |
- | 50.00% | Equity | |
| Adfirmate LTD | CYPRUS-Nicosia | - | 100.00% | Full | |
| Delta Real Estate Inv. LLC |
U.S.A. - South Carolina |
- | 100.00% | Full | |
| Thrace Linq INC. | U.S.A. - South Carolina |
- | 100% | Full | |
| Thrace Sarantis SA | GREECE - Xanthi |
50.00% | 50.00% | Equity | |
| Pareen LTD | CYPRUS-Nicosia | 100.00% | 100.00% | Full | |
| Thrace | Greenhouses S.A. | GREECE - Xanthi |
100.00% | 100.00% | Full |
| Thrace Eurobent S.A. | GREECE - Xanthi |
51.00% | 51.00% | Equity |
The uncertainty prevailing in the macroeconomic and financial environment as well as the fragile business sentiment, constitute a risk factor which is constantly monitored and evaluated by the Group. The international and domestic developments concerning the restructuring of Greece's financing program create additional uncertainty in the country's macroeconomic and financial fronts.
The return to the economic and financial stability is mainly linked to actions and decisions taken by the institutional bodies in Greece and abroad.
Taking into consideration the nature of the Group's activities in Greece and abroad, any unfavorable developments with regard to the above fronts, are not expected to significantly affect the Group's normal course of operations.
In this context, there is sufficient dispersion of the Group's cash position in Greece and abroad. In addition, the Group continues to carefully monitor the overall economic conditions and their effect, in order to ensure that all necessary actions are taken with the appropriate timing for the minimization of risks with regard to the Group's operations.
The present financial statements have been prepared according to the International Financial Reporting Standards (I.F.R.S.), including the International Accounting Standards (I.A.S.) and interpretations that have been issued by the International Financial Reporting Interpretations Committee (I.F.R.I.C.), as such have been adopted by the European Union until 31 December 2016. The basic accounting principles that were applied for the preparation of the financial statements for the year ended on 31 December 2016 are the same as those applied for the preparation of the financial statements for the year ended on 31 December 2015 and are described in such.
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 have been prepared according to the historic cost principle, as such is disclosed in the Company's accounting principles presented below.
Moreover, the Group's and Company's financial statements have been prepared according to the "going concern" principle taking into account all the macroeconomic and microeconomic factors and their effect on the smooth operation of the Group and Company.
The financial statements were approved by the Board of Directors on April 6, 2016 and are subject to approval by the General Meeting.
The financial statements of the Group THRACE PLASTICS Co. S.A. are posted on the internet, on the website www.thracegroup.gr.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning 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.
The amendment is of limited scope and applies to the contributions made by employees or third parties to defined benefit plans. It simplifies the accounting of contributions when they are not dependent of the employee's years of service, for example, employees' contributions are calculated as a fixed percentage of payrolls.
This amendment requires from an investor to apply the purchase method when the investor acquires an interest in a joint arrangement which constitutes a "company".
The amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset and that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset.
These amendments alter the financial reporting of bearer plants such as grape vines and fruit producing trees. The bearer plants should be accounted for in the same way as property, plant and equipment. Consequently, the amendments include the bearer plants within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41.
IAS 27 (Amendment) "Separate Financial Statements"
This amendment allows economic entities to utilize the Equity method in accounting for investments in subsidiaries, joint ventures and related companies when compiling their separate financial statements, and also clarifies the definition of the separate financial statements.
The amendments clarify the guidance of IAS 1 with regard to the concept of materiality, presentation of subtotals, the structure of the financial statements and the disclosures of the accounting policies.
IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment Entities: Applying the Consolidation Exception"
The amendments clarify the application of the consolidation exception with regard to investment entities and their subsidiaries.
The following amendments describe the major changes that have been made in certain IFRS as result of the Circle 2010-2012 of the annual improvement program of IASB.
The amendment clarifies the definition of the "fulfillment condition" and defines distinctively the "yield term" and the "service term".
The amendment clarifies how the obligation for a contingent payment which fulfills the definition of financial instrument is classified as financial obligation or as an item of the net worth based on the provisions of IAS 32 "Financial Instruments: Presentation". In addition, it clarifies that any contingent payment, financial or non financial, which is not an item of the net worth, is recorded at fair value through the results.
The amendment requires the disclosure of the management's estimates with regard to the aggregation of the operating segments.
The amendment clarifies that the standard does not exclude the option of calculating the short term assets and liabilities based on the amounts of invoices in cases the discounting effect is not significant.
Both standards have been amended in order to clarify the approach by which the underappreciated value of an asset and the accumulated depreciation are treated in a company which applies the adjustment method.
The standard was amended to include as related party a company providing services equivalent with ones of a major managerial official in the economic entity or the parent company of the economic entity.
The following amendments describe the main changes in four IFRS. IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations"
The amendment clarifies that when an entity reclassifies an asset (or group of assets) from held for sale to held for distribution or vice versa, this does not constitute an alteration in the plan for sale or distribution and thus should not be accounted for as an alteration.
IFRS 7 "Financial Instruments: Disclosures"
The amendment adds certain guidance in order to assist the management to define whether the terms of an agreement for the servicing of a financial instrument that has been transferred constitute continuous engagement and clarifies that the additional disclosures that are provided with the amendment of IFRS 7 "Disclosure–Offsetting Financial Assets and Financial Liabilities" are not required for interim periods, unless otherwise stated by the IFRS 34.
The amendment clarifies that when the discount rate concerning the employee benefits on a post service basis is defined, the important is the currency at which the liabilities are denominated and not the country from which these liabilities originate.
IAS 34 "Interim Financial Reporting"
The amendment clarifies the concept of the "meaning of disclosure of information elsewhere in the interim financial report" that is mentioned in this standard.
IFRS 9 "Financial Instruments" and subsequent amendments in IFRS 9 and IFRS 7 (applied for annual periods beginning on or after 1 st January 2018)
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.
IAS 12 (Amendments) "Recognition of deferred tax assets for unrealized losses" (effective for annual accounting periods beginning on or after 1st January 2017)
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 share based 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.
The estimations and judgments of the Management are constantly assessed. They are based on historic data and expectations for future events, which are deemed as fair according to the ones in effect.
The preparation of Financial Statements in accordance with International Financial Reporting Standards (IFRS) requires management to make estimates and assumptions that may affect, the accounting balances of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses that have been recognized during the reported period. The use of the available information, which is based in historical data and assumptions and the implementation of subjective evaluation are necessary in order to conduct estimates. The actual future results may differ from the above estimates and these differences may affect the Financial Statements. Estimates and relative assumptions are revised constantly. The revisions in accounting estimations are recognized in the period they occur if the revision affects only the specific period or the revised period and the future periods if the revisions affect the current and the future periods.
The basic estimations and subjective judgments that refer to data, the evolution of which could affect the accounts of the Financial Statements during the next twelve months, are as follows:
The Group and Company calculate impairment on the value of trade receivables when there is data or evidence that indicates that the collection of the receivable overall or part of the receivable is not
likely. The Group's Management periodically reviews the adequacy of the created provision for doubtful debts together with its credit policy and taking into account data from the Legal Service, which result from processing historic data and recent developments on cases it handles.
The provision for income tax according to I.A.S. 12 is calculated by estimating taxes that will be paid to the tax authorities and includes the current income tax for each financial year and a provision for additional taxes that may arise in future tax audits. In order to define the Group's and Company's provision for income tax, an essential understanding of the above is required. The finalization of income tax may differ from the relevant amounts booked in the Group's and Company's financial statements and such differences will affect income tax and the provisions for deferred taxes.
The present value of the liabilities for post employment benefits depends on a number of factors defined on actuarial basis via the use of a significant number of assumptions. The assumptions used for the determination of the net cost (income) for post employment benefits include the discount rate. Any changes in the assumptions would have material effect on the accounting measurement of the liabilities for post employment benefits.
The Group defines the appropriate discount rate in each reporting period. It is the interest rate applicable for the calculation of the present value of the estimated future payments required for the settlement of the benefit liabilities. For the estimation of the appropriate discount rate the Group takes into consideration the interest rates prevailing in high credit rating corporate bonds denominated in the currency of the benefit payments and with maturity dates similar to the ones of the respective liabilities.
Other significant accounting assumptions for post employment benefit liabilities are based in part on the current market conditions. Additional information is provided in note 19.
The Group and the Company recognize provisions for impairment of participations taking into account the future benefits that will result from such.
The Group examines if goodwill has suffered any impairment on an annual basis, according to the Group's accounting principle (see note 2.6.1). The recoverable amounts of the cash flow generating units have been defined according to fair value. Such calculations require the use of estimations. During the year, no loss due to impairment of goodwill resulted.
The Group and the Company calculate depreciation/amortization on tangible and intangible assets based on estimation of the useful life of such. The residual value and useful life of such assets are reviewed and defined at the end of each reporting period, if deemed necessary.
Subsidiaries are all companies (including those companies of special purpose) which are controlled by the group. The group controls a company when the group is exposed to or has rights in variable returns from its participation in the company and has the ability to affect these returns through the power it possesses in the company. The subsidiaries are consolidated with the full consolidation method from the date at which the control is acquired by the group and are excluded from consolidation from the date at which such control does not exist.
The mergers of companies are accounted for, from the group based on the purchase method. The price of the acquisition is calculated as the fair value of the transferred assets, the liabilities undertaken against the former shareholders and the shares issued by the Group. The price of the acquisition includes the fair value of any asset or liability which may derive from any potential agreement about the price. The assets acquired and the liabilities along with the contingent liabilities assumed during a corporate merger are measured initially at fair value at the date of the acquisition. Depending on the acquisition case, the group recognizes any non controlled interest in the subsidiary either at fair value or at the value of the stake of the non controlled interest in the equity of the subsidiary.
The expenses related to the acquisition are recorded in the results.
If the corporate merger is gradually achieved then the fair value of the participation held by the group in the acquired company is revalued at fair value at the acquisition date. The profit or loss which emerges from the revaluation is recognized in the results.
Any potential price that is transferred from the group is recognized at fair value at the acquisition date. Any subsequent changes in the fair value of the potential price, which is considered as an asset or a liability, are recognized according to IAS 39 either in the results or as change in other comprehensive income. If the potential price is recorded as item of the equity, then it is not revalued until its final settlement through the equity.
Intra-company transactions, balances and non realized earnings from transactions among the companies of the group are excluded. The non realized losses are also excluded. The accounting principles that are applied by the subsidiaries have been adjusted wherever it was deemed necessary so that they are aligned with the ones adopted by the group.
The company records the investments in subsidiaries in the separate financial statements at acquisition cost minus any impairment. Furthermore, the acquisition cost is adjusted so that it reflects the changes in the payable price deriving from any amendments in the potential price.
The group treats the transactions with the owners of non-controlled interests, which do not result into loss of control, in the same manner with the transactions with the major shareholders of the group. The difference between the price paid and the book value of the acquired interest of the subsidiary's equity is recorded in the shareholders' funds. Earnings of losses deriving from the sale to owners of non-controlled interests are also recorded in shareholders' funds.
When the group ceases to possess control, the remaining percentage is measured at fair value, whereas any potential differences that derive in comparison with the current value are recorded in the results. Following, this asset is recognized as associate company, joint venture or financial asset
at the above fair value. Additionally, any relevant amounts which were previously recorded in the other comprehensive income are accounted for, with the same manner that would be followed in the case of sale of these assets and liabilities, meaning that they can be transferred in the results.
Associate are the companies in which the group possesses material influence but not control, which is generally valid if the participation percentages range from 20% to 50% of the voting rights. The investments in associate companies are accounted for, with the equity method. According to the equity method, investments are initially recognized at the acquisition cost, which in a later stage increases or decreases via the recognition of the group's share in the earnings or losses of the associate companies. Investments in associate companies include the goodwill that resulted from the acquisition.
In case of reduction of the participation percentage in associate company, where the group continues though to possess material influence, only the proportional amounts that were previously recorded in the other comprehensive income will be transferred to the results.
The share of the group in the earnings or losses of the associate companies after the acquisition is recognized in the results, whereas the share of the changes in the other comprehensive income after the acquisition is recognized in the other comprehensive income. The accumulated changes after the acquisition affect the book value of the investments in associate companies with a corresponding adjustment in the current value of the investment. In case the share of the group in the losses of an associate company exceeds the value of the investment, including any not insured receivables, no additional losses are recognized, unless there have been payments or there are commitments undertaken for the account of the associate company.
The group evaluates at every reporting date whether there is objective evidence that the investments in associate companies have been impaired. If there is such evidence, the group calculates the amount of impairment as the difference between the recoverable value of the investments in the associate companies and the book value, and then it recognizes the corresponding amount in the results as "Share in profit/(loss) from associate companies".
Non-realized earnings and losses from transactions between the group and the associate companies are deleted according to the percentage of the group's participation in the associate companies. The non realized losses are deleted unless the transaction offers indications of potential impairment of the transferred asset. The accounting principles of the associate companies have been amended so that they are in line with the ones adopted by the group.
Earnings and losses which derive from the reduction of the participation percentage in associate companies are registered in the results.
The company records the investments in associate companies in the separate financial statements at the acquisition cost less any impairment.
Based on IFRS 11, investments in joint arrangements are classified either as joint activities or as joint ventures and the classification depends on the contractual rights and the liabilities of each investor. The group evaluated the nature of its investments in joint arrangements and decided that these constitute joint ventures. Joint ventures are consolidated according to the equity method.
According to the equity method, investments in joint ventures are initially recognized at the acquisition cost, which in a later stage increases or decreases via the recognition of the group's share in the earnings or losses of the joint ventures and the changes in the other comprehensive income
after the acquisition. In case the share of the group in the losses of the joint ventures exceeds the amount of the investment (which also includes any long-term investment that essentially constitutes part of the net investment of the group in the joint ventures), no additional losses should be recognized, unless there have been payments or there are commitments undertaken for the account of the joint ventures.
Non realized profit from transactions between the group and the joint ventures is excluded according to the percentage of the group's participation in the joint ventures. The non realized losses are also excluded, unless the transaction offers indications of a potential impairment of the transferred asset. The accounting principles of the joint ventures have been amended wherever it was deemed appropriate so that they are aligned with the ones adopted by the group. The change in the accounting principle has been applied since January 1st, 2013.
Intra-company balances and transaction, as well as profit and losses arising from intra-company transactions are erased during the preparation of Consolidated Financial Statements.
Tangible assets are stated at book cost, net of any grants received, less accumulated depreciation and any impairment in value. Any adjustments that might have taken place (on land or buildings) based on Greek legislation are reversed. Expenses for replacement of part of fixed assets are included in the value of the asset if they can be estimated accurately and increase the future benefits of the Group from such. The repairs and maintenance of fixed assets charge the results, in the period when such are realized. The acquisition cost and the related accumulated depreciation of assets retired or sold, are removed from the accounts at the time of sale or retirement, and any gain or loss is included in the Results.
Depreciation is charged in the Results based on the straight-line method over the estimated useful life of assets. The estimated useful life of each category of asset is presented below:
| Category | Depreciation rate | Useful life |
|---|---|---|
| Buildings and technical works | 2.5% - 5% |
20 - 40 years |
| Machinery and technical installations |
7% - 10% |
10 - 14 years |
| Specialized mechanical equipment | 12% - 15% |
7 - 8 years |
| Vehicles | 10% - 20% |
5 - 10 years |
| Furniture and fixture | 10% - 30% |
3 - 10 years |
Land and plots are not depreciated, however they are reviewed for impairment. Residual values and economic life of fixed assets might be adjusted if necessary at the time financial statements are prepared. Fixed assets, that have been impaired, are adjusted to reflect their recoverable value (Note 2.7). The remaining value, if not negligible, is re-estimated on an annual basis.
The acquisition of a subsidiary by the Group is accounted for based on the acquisition method. The acquisition cost of a subsidiary is the fair value of assets acquired, shares issued and liabilities assumed during the transaction date, plus possible expenses directly linked to the transaction. The individual assets, liabilities and contingent liabilities acquired in a business combination are measured during the acquisition at fair value regardless of the participation percentage. The acquisition cost above fair value of the individual assets acquired, is booked as goodwill. If the total acquisition cost is less than the fair value of the individual assets acquired, the difference is registered directly in the results.
Increases of the Group's participation in subsidiaries are recognized as transactions in equity. The difference between the acquisition cost and the participation in the new equity of the subsidiary acquired, is recognized directly in the Group's equity. Profit or losses from the sale of a participation percentage that does not lead to loss of control on the subsidiary by the Group, is also recognized in the Group's equity.
Goodwill is not amortized but the balance of goodwill is subject regularly (at least annually) to a review for possible impairment. This review is carried out according to the provisions of I.A.S. 36 "Impairment of Assets". Therefore, after initial recognition, goodwill is measured at acquisition cost, minus possible cumulative impairment losses. The impairment loss on goodwill is not subsequently offset after its recognition. The goodwill that arises from acquisitions of associate companies is included in the value of the investment.
Other intangible assets mainly concern software and industrial ownership rights which refer to the utilization right of the trademark TERRAHOME that has been purchased from a third party, and of the Geothermic field that has been purchased from the Greek State. Their values are stated at acquisition cost, less the accumulated depreciation and any impairment losses. Amortization of intangible assets is registered in the Results, based on the straight-line method over the estimated useful life of assets. The following table depicts the estimated useful life of assets:
| Category | Amortization Rate | Useful Life |
|---|---|---|
| Industrial ownership rights | 20% | 5 years |
| Software | 10 - 20% |
5 - 10 years |
Subsequent expenses on the capitalized intangible assets are capitalized only when they increase the future benefits that are attributed to the specific asset. All other expenses are recorded when they incur.
With the exception of intangible assets with an indefinite life, which are reviewed for impairment at least on an annual basis, the book values of other long-term assets are reviewed for impairment when events or changes in conditions indicate that the book value may not be recoverable. When
the book value of an asset exceeds its recoverable amount, the respective impairment loss is registered in the results. The recoverable amount is defined as the largest value between the net sales price and the value in use. Net sale price is the amount that can be received from the sale of an asset, in the context of an arm's length transaction in which the parties have full knowledge and voluntarily proceed, after the deduction of any additional direct cost for sale of the asset. Value in use is the present value of estimated future cash flows expected to be realized from the continuous use of an asset and from the revenue expected to result from its sale and the end of its estimated useful life. For purposes of defining impairment, assets are grouped at the lowest level for which cash flows can be recognized separately.
Inventories are stated at the lower of cost (acquisition or production) and net realizable value. Cost of final and semi final products includes all cost of purchase, cost of materials, direct labor cost, other direct expenses and proportionate general production expenses. The cost of inventories is calculated using the weighted average method. Net realizable value represents the estimated selling price in the ordinary course of business, less any selling cost.
Accounts receivable are initially recognized at fair value and subsequently measured at net book cost using the effective interest rate, less any provisions for impairment. Impairment provisions are recognized when there is objective indication that the Group is not in a position to collect all the amounts due according to the contractual terms.
Accounts receivable include open balances, checks and notes receivable from customers and other debtors. Serious financial problems of the customers, the possibility or default or financial reorganization and the inability to regularly perform payments are considered indications that the receivable is impaired. The amount of the impairment provision is the difference between the book value of the receivables and the present value of estimated future cash flows, discounted with the effective interest rate. The amount of impairment loss is registered as an expense in the results and included in "Other Expenses".
For purposes of preparing the Statement of Cash Flows, the category of cash & cash receivables include cash in hand, cash equivalents, such as site deposits and short-term time deposits, namely those with a maturity less than three months from the preparation date of the Financial Statements.
The data in the financial statements of the Group's companies are registered in the currency of the primary economic environment, in which each Company operates ("operating currency").
The consolidated financial statements are presented in Euro, which is the operating valuation currency and presentation currency of the parent Company.
Transactions in foreign currencies are converted into the operating currency based on exchange rates effective at the date of transaction or at the date of revaluation if such case is required. Profits and losses from foreign exchange differences, arising during the settlement of such transactions and from the conversion of foreign currency denominated assets and liabilities based on the current exchange rates at the reporting date, are recorded in the results. Profits and losses from foreign exchange differences related to cash reserves and bank obligations are recorded in the statement of results, under the account "Financial income / (expenses) - Net". All other profits or losses from foreign exchange differences are recorded in the statement of results, under the account "Other profits / (losses) - Net".
The conversion of the financial statements of the Group's companies (none of which operates with a currency belonging to a hyperinflation economy), which are recorded in a currency that is different from the one of the Group, is conducted as follows:
The paid price to acquire Treasury Shares, including the relevant expenses for their purchase, is presented as a deduction of Equity. Any profit or loss from the sale of Treasury Shares, net of direct transaction costs and taxes, is recognized directly in Equity, in the account "Treasury Share Reserve".
Payable dividends are presented as a liability during the time when such are approved by the Annual General Meeting of Shareholders.
Income from the sale of goods, after the deduction of turnover discounts, sales incentives and the corresponding VAT, is recognized when all significant risks and awards emanating from ownership of the goods.
The income and expenses related to the sale can be measured at fair value.
The major product categories are the technical fabrics (Geosynthetics and garments for construction purposes, landscape / gardening works, medical and hygiene, filtration industry, automotive industry, industrial uses, sports and leisure, floor covering, yarn and strap industries, etc.) and the
packaging products (large bags, bags, packaging films, container liners, containers, buckets, cups, trays, plastic boxes, bottles, bags in box, garbage bags, ropes and twines). The Group also produces tailor made products on order basis. The Group refunds the purchase of products only in cases of flawed products or of products that have not been produced according to the required standards.
The Parent company renders management, financial, accounting and IT services to the subsidiaries of the Group.
Income from the provision of services is registered in the Results according to the completion stage of the transaction, during the Balance Sheet date.
Government grants on tangible and intangible assets, are deducted from the book value of the asset for which they were received. The relevant income is recognized with the form of reduced depreciation amounts during the useful life of the relevant asset. Government grants that concern payroll expenses are recognized as income during the period that such relate to the respective expenses and are presented in the Income Statement in the account "Other Operating Income".
Income from dividends are recognized in the Income Statement as income, during the date when such are approved by the Annual General Meeting of Shareholders. Interim dividends are recognized during the date such are approved by the Extraordinary General Meeting of Shareholders.
Interest income is recognized on an accrual basis.
Expenses are recognized in the Results on an accrual basis.
Lease in which the lessor transfers the rights and obligations (risks) arising from the ownership of an asset, is assumed as a financial lease and accounts as the acquisition of an asset and the undertaking of a liability. In this case the rents are divided in financial expenses (interest) and reduction of the liability. Financial expenses are recorded directly in the Results.
The financial lease appears in the lower cost between their fair value and the present value of the minimum rent payment at the beginning of the lease less accumulated depreciation or impairment loss.
If from the lease agreement the rights and liabilities (risks) arising from the ownership of an asset are not transferable, the lease is assumed operational for the lessor and the rents are recorded as expenses when they incur using the direct method for the duration of the lease.
When the assets are leased in the context of leasing agreements, the present value of the leasing payments to be collected is recognized as receivable. The difference between the gross receivable amount and the present value of the claim is recognized as non-accrued financial income.
When the assets are leased in the context of leasing agreements, they are recorded in the statement of financial position according to the nature of each asset. The income generated from operating leasing agreements is recorded in the results via the straight line method over the leasing period.
Tax burden for the year relates to current and deferred taxes.
Current income taxes are payable taxes on taxed income for the year based on effective tax rates as of the balance sheet date, as well as additional income taxes relating to previous years.
Deferred taxes are tax burden/exemptions relating to current year's profit (or losses) that will be charged by the tax authorities in future years. Deferred income taxes are calculated according to tax rates effective as of the dates they will be paid, on the difference between accounting and tax base of individual assets and liabilities, provided that these differences imply time deviations, which will be erased in future.
Deferred tax receivables are recognized only to the extent they imply future taxable income, which will be offset bythese deferred tax receivables. Deferred tax receivables might be lowered any time when it is not evident that such future tax relaxation will be certain.
Current and deferred tax is recorded in the Results or directly in Equity, if it relates to elements directly recognized in Equity.
The Group offsets deferred tax receivables with deferred tax liabilities, only if:
Liabilities for defined contribution plans are fully recorded as expense in the Results at the time they incur, with fulfillment of the liability.
The defined contribution plans include mainly the liability that has been formed by the Greek companies of the Group. The liability depicts the present value of 40% or 50% of the indemnity
granted, according to Greek legislation, to an employee if the employee was employed by the Group until retirement.
A relevant liability has been formed by Thrace – Ipoma which is located in Bulgaria.
The net liability of the Group, relating to the defined benefit plan is estimated independently for each plan with the estimation of future benefits the employees are entitled to, based on their working years in current and previous periods. The future benefits are discounted at present value following the deductions of the fair value of the assets in the plan. The discount rate is the yield to maturity, at the balance sheet date, of the bonds that have a maturity that approaches the maturity of the liabilities. The defined benefit liability is calculated by an independent actuary, using the projected unit credit method.
When the benefits of a plan improve, the proportion of the increased benefit that refer to the past working length of the employees is recorded as expense in the Results using the straight-line method on the average fiscal years until the full recognition of the benefits. To the extent that the benefits are given instantly, the expense is recorded directly in the results.
Subsidiary companies DON & LOW LTD and THRACE POLYBULK A.B have defined benefit pension plans for their personnel. These plans define a specific amount of pension that each employee will receive at the time of his retirement. The amount is a result of a series of factors such as the age, the time working for the specific employer and the level of wage.
Net liabilities of the above companies with regard to their pension plans have been calculated separately for each plan, by estimating the amount of future benefits that correspond to each employee, according to aggregate years of service. The amount is then discounted to present value in order to calculate the total liability of the plan. The fair value of the plan's assets is finally deducted from the total liability in order to calculate the net actuarial deficit or surplus of the plan at the Balance Sheet date.
The actuarial profits and losses arising from the adjustment of working years as well as the changes in the estimation of the actuarial officer have are recognized in equity through other comprehensive income during the period when such arise.
All the above calculations are made based on an actuarial study, while estimations are made for the interim periods. The discount rate is derived from the yield of long-term bonds rated AA, with maturity equal to the that of the plan's liabilities. The relevant calculation method is called "Projected Unit Credit Method".
Provisions are recognized only when there is a liability, due to events that have occurred and it is likely (namely more possible than not) that there settlement will create an outflow, the amount of which can be estimated reliably. The recognition of provisions is based on the present value of capital flows that may be needed for the above liabilities to be settled. Amounts paid in order to arrange the repayment of such liabilities are deducted from the recorded provisions. The amounts
are also reviewed at the periods when the Financial Statements are prepared. Provisions for any future losses should not be recognized. Compensation received from third parties and relate to the aggregate amount or part of the estimated capital flow, should be recognized on the asset side only when there is certainty for the final payment of the corresponding amount.
The Group's investments are classified in the following categories. The classification depends on the purpose for which the investment was acquired. Management defines the classification during initial recognition and reviews the classification at the end of each reporting period.
The group uses financial derivatives, mainly forward foreign exchange contracts, to hedge risks that emanate from changes in exchange rates.
Financial derivatives are measured at fair value, during the balance sheet date. The fair value of forward contracts is calculated based on the market prices of contracts with respective maturities (valuation of 1st level of IFRS 7).
Such include non-derivative financial assets with fixed or predefined payments, which are not traded on active markets and there is no intention to sell such. They are included in current assets, apart from those with a maturity over 12 months from the balance sheet date. The latter are included in non-current assets.
Loans are initially recognized at fair value, less any possible expenses directly linked to the relevant transaction. Subsequently loans are valued at net book cost. Any difference between the received amount, net of relevant expenses, and the repayment value is recognized in the results during the borrowing period based on the effective interest rate method. Loans are characterized as short-term liabilities except if the Group has the final right to postpone repayment for at least 12 months after the balance sheet date. Bank overdrafts are included in short-term debt in the balance sheet and in investment activities in the statement of cash flows.
Suppliers and other liabilities are initially recognized at fair value and subsequently measured according to amortized cost, while the effective interest rate method is used. Liabilities are classified as short-term if payment is expected in less than one year. If not, then such are included in long-term liabilities.
The share capital includes common shares of the Company. The difference between the nominal value of shares and their issue price is registered in the "Share Premium" account. Direct expenses
for the issue of shares, are presented after the deduction of the relevant income tax and reduce the issue proceeds, namely as a deduction from the share premium.
During the purchase of treasury shares, the amount paid, including the relevant expenses is recorded as deduction from the shareholders' equity. No profit or loss is recognized in the statement of comprehensive income from the purchase, sale, issuance or cancellation of treasury shares. Expenses which are realized for the issuance of shares are recorded after the deduction of the relevant income tax, as deduction from the product of the issue.
The Group applies I.F.R.S. 8 for monitoring its business segments. Segments are defined based on the structure of the Group's companies, given that the Group's management (CODM – Chief Operating Decision Maker) is responsible to make economic decisions, it monitors the financial information separately as presented by the parent Company and by each subsidiary. A segment is a distinct portion of the Group, which involves the production of products or services (see note 23).
| Other Operating Income | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Grants (*) |
248 | 2,068 | 5 | 180 | |
| Income from rents | 437 | 417 | 616 | 583 | |
| Income from provision of services | 294 | 263 | 4,354 | 4,667 | |
| Income from prototype materials |
221 | 212 | - | - | |
| Reverse entry of not utilized provisions | 52 | 44 | - | - | |
| Other operating income | 436 | 188 | 76 | 16 | |
| Total | 1,688 | 3,192 | 5,051 | 5,446 |
* 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 did not form any provision for income during the year 2016. The amount of € 248 concerns the subsidies on the recruitment of young graduates as well as on the training of the Group's employees.
| Other Income / (Losses) | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Profit / (Losses) from sale of fixed assets | (77) | (5) | 26 | 428 |
| Foreign Exchange Differences | 342 | 1,097 | (58) | 22 |
| Total | 265 | 1,092 | (32) | 450 |
| Analysis of Expenses | Group | Company | |||
|---|---|---|---|---|---|
| (Production-Administrative-Distribution) | 2016 | 2015 | 2016 | 2015 | |
| Payroll expenses | 56,682 | 57,443 | 4,716 | 4,787 | |
| Third party fees – expenses * |
4,373 | 3,977 | 875 | 867 | |
| Electric power – Natural gas |
12,919 | 14,098 | 573 | 646 | |
| Repairs / Maintenance |
5,051 | 4,761 | 98 | 118 | |
| Rental expenses | 1,122 | 884 | 165 | 164 | |
| Insurance expenses | 2,341 | 2,187 | 116 | 134 | |
| Exhibitions / travelling expenses | 2,057 | 1,760 | 300 | 389 | |
| IT and telecom expenses | 904 | 798 | 228 | 113 | |
| Other benefits | 2,704 | 2,402 | 272 | 374 | |
| Transfer expenses | 12,893 | 12,119 | 251 | 224 | |
| Consumables | 4,805 | 3,959 | 210 | 131 | |
| Sundry expenses | 1,274 | 1,057 | 25 | 13 | |
| Depreciation / Amortization | 12,128 | 9,679 | 570 | 670 | |
| Subtotal | 119,253 | 115,124 | 8,399 | 8,630 | |
| Cost of consumed inventories | 150,185 | 157,993 | 9,705 | 10,080 | |
| Total | 269,438 | 273,117 | 18,104 | 18,710 |
* Third party fees – expenses include fees paid to auditors, legal and advisory firms, as well as to the Board of Directors.
The analysis of expenses per operating category, is as follows:
| Analysis of expenses | Group | Company | ||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Cost of sales | 225,497 | 230,022 | 12,098 | 12,595 | ||
| Administrative | 17,214 | 18,066 | 5,445 | 5,599 | ||
| Distribution | 26,727 | 25,030 | 561 | 516 | ||
| Total | 269,438 | 273,118 | 18,104 | 18,710 |
Payroll expenses are as follows:
| Payroll expenses | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Wages | 21,189 | 21,943 | 3,534 | 3,579 | |
| Employer contributions | 3,340 | 3,484 | 450 | 478 | |
| Retirement benefits | 699 | 793 | 12 | (12) | |
| Total | 25,228 | 26,220 | 3,996 | 4,045 |
| Payroll expenses | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Day-wages | 24,948 | 25,210 | 564 | 586 | |
| Employer contribution | 3,975 | 3,729 | 142 | 146 | |
| Retirement benefits | 1,146 | 1,106 | - | - | |
| Total | 30,069 | 30,045 | 706 | 732 | |
| Subtotal | 55,297 | 56,265 | 4,702 | 4,777 | |
| Other expenses | 1,385 | 1,177 | 14 | 10 | |
| Grand Total | 56,682 | 57,443 | 4,716 | 4,787 |
The number of employed staff at the Group and Company at the end of the present financial year, was as follows:
| Number of employees | Group | Company | ||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | ||||
| Regular employees | 612 | 623 | 46 | 46 | ||
| Day-wage employees | 1,096 | 1,045 | 26 | 26 | ||
| Total | 1,708 | 1,668 | 72 | 72 |
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.
| Other Operating Expenses |
Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Provisions for doubtful receivables Other taxes and duties non-incorporated in |
79 | 13 | - | - | |
| operating cost | 220 | 160 | 67 | 65 | |
| Depreciations | 127 | 221 | 285 | 303 | |
| Staff indemnities | 141 | 67 | 133 | - | |
| Supplies / other bank expenses Expenses for the purchase of prototype |
178 | 193 | - | 1 | |
| materials (maquettes) | 382 | 274 | - | - | |
| Other operating expenses | 383 | 554 | 84 | 42 | |
| Total | 1,510 | 1,482 | 569 | 411 |
| Financial Income | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Interest and related income | 40 | 140 | 2 | 82 | |
| Foreign exchange differences | 2,606 | 270 | - | - | |
| Total | 2,646 | 410 | 2 | 82 | |
| Income from dividends | - | - | 1,763 | 1,500 |
| Financial Expenses | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Debit interest and similar expenses |
(5,417) | (4,721) | (1,458) | (1,444) | |
| Foreign exchange differences Financial cost due to revaluation of |
(422) | (354) | - | - | |
| receivables at current value | (2,014) | (1,788) | (667) | (225) | |
| Financial result from Pension Plans | (647) | (859) | (7) | (7) | |
| Total | (8,500) | (7,722) | (2,132) | (1,676) |
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 possible treasury shares.
| Basic earnings per share (Consolidated) | 2016 | 2015 |
|---|---|---|
| Earnings allocated to shareholders | 13,384 | 9,788 |
| Number of shares outstanding (weighted) | 44,022 | 44,406 |
| Basic and adjusted earnings per share (Euro in |
||
| absolute terms) | 0.304 | 0.220 |
The analysis of tax charged in the year's Results, is as follows:
| Income Tax | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Income tax | (4,581) | (3,344) | - | - | |
| Provision for tax on un-audited fiscal years |
384 | (27) | - | (6) | |
| Non-exempt taxes of foreign operations | (278) | - | (278) | - |
| Income Tax | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Income tax differences of previous years | (685) | - | - | - | |
| Deferred tax (expense)/income | 492 | 108 | 148 | 166 | |
| Total | (4,668) | (3,263) | (130) | 160 |
Income tax (reconciliation with the effective tax rate) is analyzed as follows:
| Income Tax | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| (Earnings)/losses before tax | 18,327 | 13,284 | 311 | 91 | |
| Income tax rate | 29% | 29% | 29% | 29% | |
| Corresponding income tax | (5,314) | (3,852) | (90) | (26) | |
| Effect due to different tax rates of subsidiaries abroad | 1,391 | 1,039 | - | - | |
| Non tax-deductible expenses | (980) | (1,915) | (435) | (402) | |
| Foreign tax not to be offset | (332) | - | (278) | - | |
| Revenues subject to tax | - | - | - | - | |
| Provision for unaudited years | 384 | (27) | - | (6) | |
| Tax corresponding to the net results of associates | 370 | 425 | - | (19) | |
| Income tax differences from previous years | (685) | 128 | - | ||
| Effect from tax losses from previous years recognized in the | |||||
| current year | - | 300 | - | - | |
| Effect from tax losses for which no deferred tax asset has |
|||||
| been recognized | 162 | (203) | 162 | 192 | |
| Effect from offsetting tax losses from previous years with | |||||
| taxable earnings for the year | 225 | 653 | - | - | |
| Income from tax-free dividends | - | - | 511 | 435 | |
| Effect due to change of tax rate of companies | |||||
| 111 | 189 | - | (14) | ||
| Income Tax | (4,668) | (3,263) | (130) | 160 |
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 Greek companies of the Group, have created a provision amounting to € 677 which is considered as adequate to cover possible liabilities that will arise from a tax audit.
From 2011 until 2016, Greek SociétéAnonyme Companies and Limited Liability Companies, whose annual financial statements must by audited by Legal Certified Auditors that are registered in the public Registry of Law 3693/2008, are obliged to receive an "Annual Certificate", as stipulated by par. 5 of article 82 of L.2238/1994. The relevant certificate is issued after tax audit conducted by the same Legal Certified Auditor or audit firm that audits the annual financial statements. Following the
completion of the tax audit, the Legal Auditor or audit firm issues a "Tax Compliance Report" for the Company, which is accompanied by the Notes on Detailed Information. Within ten days, at the latest, from the final approval date of the Company's financial statements by the General Meeting of Shareholders, the aforementioned Report and the relevant Notes are submitted electronically to the Ministry of Finance by the Legal Auditor or the audit firm. The Ministry of Finance will subsequently select a sample of companies corresponding to at least 9% for a tax review by the relevant tax audit services of the Ministry.
This audit must be completed in a period not longer than eighteen months from the date the "Tax Compliance Report" is submitted to the Ministry of Finance.
The tax audit for the financial year 2015, which was conducted in accordance with the provisions of article 65a of L. 4172/2013, was completed by the audit firm "PricewaterhouseCoopers SA" and revealed no significant tax obligations apart from those recorded and depicted in the Financial Statements.
For the financial year 2016, a tax audit is already performed by PricewaterhouseCoopers SA in accordance with the provisions of article 65 of L. 4172/2013. This audit is underway and the relevant tax certificate is expected to be issued following the release of the 2016 financial statements. If until the completion of the tax audit additional tax liabilities arise, we assess that such will not have a substantial effect on the financial statements.
The financial years that have not been audited by the tax authorities, as regards to the Greek companies, are reported below:
| Tax un-audited fiscal | |
|---|---|
| Company | 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 |
On 25 April 2016, the tax audit of the fiscal years 2007 – 2009 concerning the subsidiary company Thrace Plastics Pack SA was completed and resulted into additional taxes of € 979 and tax surcharges of € 1,173. The Company's Management accepted an amount of € 104, which was fully paid and also made an advance payment of € 1,024 with regard to the remaining amount which did not accept, thus proceeding with a legal appeal. The pertinent bodies were expected to review the appeal until 24.10.2016 according to law. On 20.10.2016, the Head of the Division for the Resolution of Differences notified the Company about a decision according to which the tax authorities accepted
the majority of the Company's claims. According to the above decision, the additional taxes are reduced to € 398 and the tax surcharges are reduced to € 472 with the aggregate amount of taxes and surcharges accounting for € 870.Of the above, the amount of € 382 affected the fiscal year.
The Management of the Group did not accept the above amount in its entirety and therefore it proceeded with a new legal appeal to the tax courts, within the time period provided by the law, with regard to an amount of € 203 thous.
At the same time, an ordinary tax audit is under progress for the fiscal years 2005 – 2010 concerning the company Thrace NonWovens& Geosynthetics as well as for the fiscal year 2011 for which a tax certificate was issued and was included in the sample of the audited companies.
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 |
| DON& LOW LTD |
2015-2016 |
| SYNTHETICPACKAGINGLTD | 2006-2016 |
| THRACEPOLYBULKA.B | 2011-2016 |
| THRACE POLYBULK A.S | 2014-2016 |
| THRACE GREINER PACKAGING SRL. | 2002-2016 |
| TRIERINA TRADING LTD | 2014-2016 |
| 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 year is analyzed as follows:
| Tangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Group 2016 | Fields land plots |
Building – s & technica l works |
Machiner y & technical facilities |
Vehicles | Furnitur e & other equipme nt |
Fixed assets under construct ion or installati on |
Total |
| ACQUISITION COST |
| Acquisition cost | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2015 | 4,800 | 56,366 | 225,536 | 1,500 | 9,098 | 13,580 | 310,880 |
| Foreign exchange | |||||||
| difference | (56) | (2,251) | (10,950) | 3 | (668) | (591) | (14,513) |
| Additions | 124 | 659 | 21,785 | 136 | 133 | 6,593 | 29,430 |
| Liquidations | - | (33) | (1,437) | (85) | (1) | - | (1,556) |
| Transfers | - | 1,674 | 10,967 | 63 | 121 | (12,825) | - |
| Acquisition cost | |||||||
| 31.12.2016 | 4,868 | 56,415 | 245,901 | 1,617 | 8,683 | 6,757 | 324,241 |
| DEPRECIATIONS | |||||||
| Cumulative | |||||||
| depreciations31.12.2015 | - | (26,244) | (183,253) | (1,057) | (8,058) | - | (218,612) |
| Foreign exchange | |||||||
| difference | - | 1,426 | 10,432 | (3) | 643 | - | 12,498 |
| Depreciations for the | |||||||
| period | - | (1,764) | (9,822) | (143) | (293) | - | (12,022) |
| Liquidations | - | 13 | 1,255 | 63 | 1 | - | 1,332 |
| Transfers | - | - | - | - | - | - | - |
| Cumulative depreciations | |||||||
| 31.12.2016 | - | (26,569) | (181,388) | (1,140) | (7,707) | - | (216,804) |
| NET BOOK VALUE | |||||||
| 31.12.2015 | 4,800 | 30,122 | 42,283 | 443 | 1,040 | 13,580 | 92,268 |
| 31.12.2016 | 4,868 | 29,846 | 64,513 | 477 | 976 | 6,757 | 107,437 |
| Tangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Group 2015 | Fields – land plots |
Building s & technica l works |
Machiner y & technical facilities |
Vehicles | Furnitur e & other equipme nt |
Fixed assets under construct ion or installati on |
Total |
| ACQUISITION COST | |||||||
| Acquisition cost | |||||||
| 31.12.2014 | 4,520 | 54,167 | 207,925 | 1,391 | 8,211 | 2,870 | 279,084 |
| Foreign exchange | |||||||
| difference | 250 | 1,994 | 5,112 | (7) | 375 | 26 | 7,750 |
| Additions | 30 | 585 | 10,262 | 233 | 304 | 13,832 | 25,246 |
| Liquidations | - | (37) | (92) | (120) | (3) | - | (252) |
| Transfers | - | 45 | 2,889 | 3 | 211 | (3,148) | - |
| Intra-company | |||||||
| movements | - | (388) | (560) | - | - | - | (948) |
| Acquisition cost | |||||||
| 31.12.2015 | 4,800 | 56,366 | 225,536 | 1,500 | 9,098 | 13,580 | 310,880 |
| DEPRECIATIONS | |||||||
|---|---|---|---|---|---|---|---|
| Cumulative depreciations | |||||||
| 31.12.2014 | - | (24,052) | (171,930) | (986) | (7,450) | - | (204,418) |
| Foreign exchange | |||||||
| difference | - | (851) | (4,491) | 5 | (353) | - | (5,690) |
| Depreciations for the | |||||||
| period | - | (1,741) | (7,481) | (153) | (258) | - | (9,633) |
| Liquidations | - | 12 | 89 | 77 | 3 | - | 181 |
| Transfers | - | - | - | - | - | - | - |
| Intra-company | |||||||
| movements | - | 388 | 560 | - | - | - | 948 |
| Cumulative depreciations | |||||||
| 31.12.2015 | - | (26,244) | (183,253) | (1,057) | (8,058) | - | (218,612) |
| NET BOOK VALUE | |||||||
| 31.12.2014 | 4,520 | 30,115 | 35,995 | 405 | 762 | 2,869 | 74,667 |
| 31.12.2015 | 4,800 | 30,122 | 42,283 | 443 | 1,040 | 13,580 | 92,268 |
| Tangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Company 2016 | Fields – land plots |
Building s & technica l works |
Machiner y & technical facilities |
Vehicles | Furnitur e & other equipme nt |
Fixed assets under construct ion or installati on |
Total |
| ACQUISITION COST | |||||||
| Acquisition cost | |||||||
| 31.12.2015 | 365 | 8,578 | 31,519 | 283 | 1,180 | - | 41,924 |
| Additions | - | 15 | 111 | 16 | 14 | 305 | 461 |
| Liquidations | - | - | (11,969) | - | - | - | (11,969) |
| Transfers | - | - | - | - | - | - | - |
| Acquisition cost | |||||||
| 31.12.2016 | 365 | 8,593 | 19,661 | 299 | 1,194 | 305 | 30,417 |
| DEPRECIATIONS | |||||||
| Cumulative depreciations | |||||||
| 31.12.2015 | - | (5,066) | (28,746) | (238) | (1,037) | - | (35,087) |
| Depreciations for the | |||||||
| period | - | (234) | (538) | (13) | (35) | - | (820) |
| Liquidations | - | - | 11,641 | - | - | - | 11,641 |
| Transfers | - | - | - | - | - | - | - |
| Cumulative depreciations | |||||||
| 31.12.2016 | - | (5,300) | (17,643) | (251) | (1,072) | - | (24,266) |
| NET BOOK VALUE | |||||||
| 31.12.2015 | 365 | 3,511 | 2,773 | 45 | 143 | - | 6,838 |
| 31.12.2016 | 365 | 3,293 | 2,018 | 48 | 122 | 305 | 6,151 |
| Tangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Company 2015 | Fields – land plots |
Building s & technica l works |
Machiner y & technical facilities |
Vehicles | Furnitur e & other equipme nt |
Fixed assets under construct ion or installati on |
Total |
| ACQUISITION COST | |||||||
| Acquisition cost | |||||||
| 31.12.2014 | 381 | 9,208 | 32,831 | 282 | 1,163 | 3 | 43,868 |
| Additions | - | 21 | 188 | 1 | 16 | (3) | 224 |
| Liquidations | (16) | (651) | (1,500) | - | - | - | (2,168) |
| Transfers | - | - | - | - | - | - | - |
| Acquisition cost | |||||||
| 31.12.2015 | 365 | 8,578 | 31,519 | 283 | 1,180 | - | 41,924 |
| DEPRECIATIONS | |||||||
| Cumulative depreciations | |||||||
| 31.12.2014 | - | (5,206) | (28,731) | (225) | (996) | - | (35,158) |
| Depreciations for the | |||||||
| period | - | (249) | (596) | (12) | (41) | - | (898) |
| Liquidations | - | 388 | 581 | - | - | - | 969 |
| Transfers | - | - | - | - | - | - | - |
| Cumulative depreciations | |||||||
| 31.12.2015 | - | (5,066) | (28,746) | (238) | (1,037) | - | (35,087) |
| NET BOOK VALUE | |||||||
| 31.12.2014 | 381 | 4,002 | 4,100 | 57 | 168 | 3 | 8,711 |
| 31.12.2015 | 365 | 3,511 | 2,773 | 45 | 143 | - | 6,838 |
The Company's tangible fixed assets include assets leased to the subsidiary company THRACE NON WOVENS& GEOSYNTHETICS SA, with a net book value of € 1,929 as of 31.12.2016 which is equivalent with the fair value of these assets. The above leasing agreement was renewed in January 2017 and leasing period was set at 3 years according to the market terms.
The Group's fixed assets include assets acquired via leasing agreement (machinery equipment, internal transportation vehicles) with acquisition cost of € 22,152 and cumulative depreciations of € 2,122 as of 31/12/2016.
There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 2,140.
The changes in the intangible fixed assets during the year is analyzed as follows:
| Intangible Assets | Group | Company | |||
|---|---|---|---|---|---|
| Concessions & industrial property rights |
Company goodwill |
Total | Concessions & industrial property rights |
Total | |
| ACQUISITION COST | |||||
| Acquisition cost | |||||
| 31.12.2015 | 3,249 | 9,815 | 13,064 | 1,423 | 1,423 |
| Foreign exchange | |||||
| difference | 34 | 140 | 174 | - | - |
| Additions | 215 | - | 215 | 88 | 88 |
| Liquidations | (2) | - | (2) | - | - |
| Acquisition | |||||
| cost31.12.2016 | 3,496 | 9,955 | 13,451 | 1,511 | 1,511 |
| AMORTIZATION | |||||
| Cumulative amortization | |||||
| 31.12.2015 | (1,542) | - | (1,542) | (790) | (790) |
| Foreign exchange | |||||
| difference | (20) | - | (20) | - | - |
| Amortization for the | |||||
| period | (286) | - | (285) | (36) | (36) |
| Liquidations | 2 | - | 2 | - | - |
| Cumulative | |||||
| amortization31.12.2016 | (1,846) | (1,845) | (826) | (826) | |
| NET BOOK VALUE | |||||
| 31.12.2015 | 1,706 | 9,815 | 11,522 | 633 | 633 |
| 31.12.2016 | 1,650 | 9,955 | 11,605 | 685 | 685 |
| Intangible Assets | Group | Company | |||
|---|---|---|---|---|---|
| Concessions & industrial property rights |
Company goodwill |
Total | Concessions & industrial property rights |
Total | |
| ACQUISITION COST | |||||
| Acquisition cost | |||||
| 31.12.2014 | 2,225 | 9,854 | 12,079 | 872 | 872 |
| Foreign exchange | |||||
| difference | 82 | (39) | 43 | - | - |
| Additions | 1,001 | - | 1,001 | 552 | 552 |
| Liquidations | (59) | - | (59) | - | - |
| Acquisition | |||||
| cost31.12.2015 | 3,249 | 9,815 | 13,064 | 1,423 | 1,423 |
| AMORTIZATION | |||||
|---|---|---|---|---|---|
| Cumulative amortization | |||||
| 31.12.2014 | (1,301) | - | (1,301) | (715) | (715) |
| Foreign exchange | |||||
| difference | (33) | - | (33) | - | - |
| Amortization for the | |||||
| period | (267) | - | (267) | (75) | (75) |
| Liquidations | 59 | - | 59 | - | - |
| Cumulative | |||||
| amortization31.12.2015 | (1,542) | - | (1,542) | (790) | (790) |
| NET BOOK VALUE | |||||
| 31.12.2014 | 924 | 9,855 | 10,778 | 157 | 157 |
| 31.12.2015 | 1,706 | 9,815 | 11,522 | 633 | 633 |
The Group monitors annually if the surplus value (goodwill) of the above companies has been impaired according to the Group's accounting principles (see note 2.6.1).
For the companies where there is evidence for impairment, a valuation study is performed by independent valuator. The most recent valuation of all companies was conducted in 2015.
The valuator utilizes the discounted cash flow methodology via which the companies are valued on the basis of future cash flows in order to define their utilization value.
The basic assumptions include a) sales growth according to the Group's 5-year business plan for the first 5 years and 0.5% for the infinity and b) weighted average cost of capital (WACC) of 6-15%.
For the valuation purposes, it has been adopted not only the basic scenario and the best case scenario which assumes sales growth of 5% and gross profit growth of 2%, but also the worst case scenario which assumes corresponding negative growth rates.
Taking into account all three scenarios, the valuation of the companies is such that does not allow for any impairment of their surplus value.
| Investment Property | Group | Company |
|---|---|---|
| Balance as at 31.12.2015 |
113 | 14 |
| Additions / (Reductions) | - | - |
| Balance as at 31.12.2016 |
113 | 14 |
Due to delays observed in the collection of grants receivable from the Greek State over the last years, the Management reclassified the aggregate claims from the current to the non-current 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.
| Other Long-Term Receivables | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Grants receivable | 6,786 | 7,866 | 1,881 | 1,741 | |
| Other accounts receivable | 601 | 521 | 86 | 85 | |
| Total | 7,387 | 8,387 | 1,967 | 1,826 |
| Inventories | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Merchandise | 5,270 | 5,466 | 76 | 337 |
| Finished and semi-finished products | 35,741 | 33,321 | 295 | 256 |
| Raw & auxiliary materials |
18,403 | 17,015 | 1,354 | 1,265 |
| Provision for impairment of inventory * Other Inventories / Prepayments for |
(2,574) | (3,441) | - | - |
| purchases of inventories | 855 | 620 | 60 | 3 |
| Total | 57,695 | 52,981 | 1,785 | 1,861 |
| (*) Provision for Impairment of Inventory |
Group | Company |
|---|---|---|
| Opening Balance 1/1/2015 |
1,984 | - |
| Reverse Entry of Provisions | 125 | - |
| Provision | 1,218 | - |
| Foreign Exchange Differences | 114 | - |
| Total31/12/2015 | 3,441 | - |
| Reverse Entry of Provisions | (428) | - |
| Provision | - | - |
| Foreign Exchange Differences | (439) | - |
| Total31/12/2016 | 2,574 | - |
| Trade Receivables | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Customers | 43,794 | 45,944 | 1,640 | 1,869 |
| Notes – checks postdated |
6,693 | 5,934 | 842 | 725 |
| Doubtful customers – Checks – notes overdue |
5,343 | 5,315 | 2,375 | 2,392 |
| Trade receivables (Subsidiaries -Related |
||||
|---|---|---|---|---|
| Companies) | 1,489 | 2,164 | 682 | 1,090 |
| Provisions for doubtful debts | (6,679) | (6,739) | (2,458) | (2,461) |
| Total | 50,640 | 52,618 | 3,081 | 3,615 |
The fair value of the receivables approaches their book value.
The dispersion of the Group's sales is deemed as satisfactory. There is no concentration of sales into a limited number of customers and therefore there is no increased risk of income loss or increased credit risk. For the analysis of the credit risk see note 31.2.
| Other receivables | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Debtors | 3,678 | 4,806 | 10,826 | 9,116 |
| Investment Grant Receivable | 3,224 | 2,304 | - | - |
| Grants Receivables (OAED) | 84 | 934 | 4 | 175 |
| Accrued Income | 1,063 | 751 | 40 | 43 |
| Provisions for doubtful debtors | (21) | (21) | - | - |
| Total | 8,028 | 8,774 | 10,870 | 9,334 |
| Analysis of Provisions for Doubtful | ||
|---|---|---|
| Receivables | Group | Company |
| Opening balance 1/1/2015 |
6,790 | 2,461 |
| Additional Provisions | 186 | - |
| Reverse Entry of Provision | (217) | - |
| Provisions utilized | (46) | - |
| Foreign Exchange Differences | 47 | - |
| Total 31/12/2015 |
6,760 | 2,461 |
| Opening balance 1/1/2016 |
6,760 | 2,461 |
| Additional Provisions | 179 | - |
| Reverse Entry of Provision | (123) | - |
| Provisions utilized | (44) | (3) |
| Foreign Exchange Differences | (72) | - |
| Total 31/12/2016 |
6,699 | 2,458 |
| Cash & cash equivalents | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Cash in hand | 149 | 128 | 5 | 5 | |
| Sight and term deposits | 30,931 | 26,283 | 1,848 | 3,003 | |
| Total | 31,080 | 26,411 | 1,853 | 3,008 |
Approximately 35% of the Group's cash and cash equivalents are deposited with dispersion in the Greek systemic banks. The Group's Management deems that there are no risks associated with the above deposits in the current period. The remaining balance of cash and cash equivalents is held by banking institutions abroad with credit rating higher than "BBB-".
Following, cash & cash equivalents are categorized according to the credit rating of banks (conducted by Fitch) where the relevant deposits are placed.
| Credit rating of cash & cash equivalents | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| AA- | 2,438 | 802 | - | - |
| Α+ | - | 2,013 | - | - |
| Α | 288 | 45 | - | - |
| A- | 1,672 | 2,338 | - | - |
| BBB+ | 15,381 | 11,153 | - | - |
| BBB- | 408 | 143 | - | - |
| B | 35 | 19 | - | - |
| RD | 10,709 | 9,719 | 1,848 | 3,002 |
| Other | - | 51 | - | - |
| Total | 30,931 | 26,283 | 1,848 | 3,002 |
The Company's share capital accounted for 29,762,449.20 Euro on 31 December 2016 divided by 45,094,620 common registered shares with nominal value of 0.66 Euro per share.
With the decision of the Extraordinary General Meeting of 29th December 2014, the repurchase of own shares was approved. Following the above decision, the Company proceeded with the repurchase of 467,386 shares at an acquisition price of 1.619 euro per share during the period 1.1.2016 – 31.12.2016.
On 31st December 2016 the Company held in total 1,353,168 treasury shares with an average acquisition price of 1.30 euro per share. The above shares include 220,554 treasury shares from the previous stock repurchase plan of 23rd April 2012.
In accordance with the provisions of Greek Law, the creation of a statutory reserve – by transferring to such a reserve an amount equal to 5% of the annual after tax profits realized – is mandatory until the time though the reserve reaches the 1/3 of the Company's share capital. The statutory reserve can be distributed only upon the dissolution of the Company. However it can be used to offset accumulated loss.
These reserves were formed by the application of special provisions of laws for development. In case of their distribution will be taxed with the tax rate prevailing at the time of their distribution.
These reserves are formed from the translation of the Assets, Liabilities and Results of subsidiaries based abroad into EUR based on the exchange rate according to the accounting policies mentioned in note 2.11.3.
The Group' s long term loans have been granted from Greek and foreign banks. The repayment time varies, according to the loan contract, while most loans are linked to Euribor plus a spread.
The Group's short term loans have been granted from 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 during 31 December 2016.
| Debt | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Long-term loans | 4,006 | 6,470 | - | - |
| Financial leases | 14,657 | 3,329 | - | - |
| Total long-term loans | 18,663 | 9,799 | - | - |
| Long-term debt payable in the next year | 7,170 | 9,270 | - | - |
| Short-term loans | 56,265 | 48,839 | 21,977 | 22,103 |
| Financial leases | 3,704 | 916 | - | - |
| Total short-term loans |
67,139 | 59,025 | 21,977 | 22,103 |
| Grand Total | 85,802 | 68,824 | 21,977 | 22,103 |
Analytically, bank debt at the end of the year was as follows:
The maturity of loans is as follows:
| Maturity of Loans | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Up to 1 year |
66,510 | 59,025 | 21,977 | 22,103 |
| From 1 – 3 years |
3,503 | 2,615 | - | - |
| Over 3 years | 15,789 | 7,184 | - | - |
The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depending on the length of service is calculated by an actuarial study on annual basis. The accounting 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 | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Defined contribution plans | 2,142 | 1,929 | 352 | 336 |
| Defined benefit plans |
22,226 | 7,617 | - | - |
| Total provision at the end of the year | 24,369 | 9,546 | 352 | 336 |
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 | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Amounts recognized in the balance sheet | ||||
| Present value of liabilities | 2,142 | 1,929 | 352 | 336 |
| Net liability recognized in the balance | ||||
| sheet | 2,142 | 1,929 | 352 | 336 |
| Amounts recognized in the results | ||||
| Cost of current employment |
89 | 97 | 15 | 17 |
| Net interest on the liability / (asset) | 39 | 34 | 7 | 7 |
| Ordinary expense in the account of results | 128 | 131 | 22 | 24 |
| Recognition of prior service cost | 23 | |||
| Cost of curtailment / settlements / service | ||||
| termination | 155 | 39 | 132 | 2 |
| Other expense / (income) |
- | (3) | (2) | (75) |
| Defined contribution plans | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Total expense in the account of results | 283 | 168 | 152 | (26) |
| Change in the present value of the liability | ||||
| Present value of liability at the beginning of | ||||
| period | 1,929 | 1,904 | 336 | 409 |
| Cost of current employment | 89 | 98 | 15 | 17 |
| Interest cost | 39 | 34 | 7 | 7 |
| Benefits paid from the employer | (193) | (18) | (154) | (2) |
| Cost of curtailment / settlements / service | ||||
| termination | 155 | 13 | 132 | 2 |
| Other expense / (income) | - | (3) | (2) | (75) |
| Cost of prior service during the period | - | 2 | - | |
| Actuarial loss / (profit) – financial |
||||
| assumptions | 82 | (86) | 13 | (18) |
| Actuarial loss / (profit) – demographic |
||||
| assumptions | - | 7 | - | - |
| Actuarial loss / (profit) – evidence from the |
||||
| period | 41 | (22) | 5 | (3) |
| Transfer of personnel within the Group | - | - | - | - |
| Present value of liability at the end of |
||||
| period | 2,142 | 1,929 | 352 | 336 |
| Adjustments | ||||
| Adjustments profit / (loss) in the liabilities | ||||
| due to change of assumptions | (83) | 72 | (13) | 18 |
| Empirical adjustments profit / (loss) in | ||||
| liabilities | (40) | 30 | (5) | 3 |
| Total actuarial profit / (loss) in the Net |
||||
| Worth | (123) | 102 | (18) | 21 |
| Changes in the Net Liability recognized in | ||||
| Balance Sheet | ||||
| Net liability / receivable at the beginning of | ||||
| year | 1,929 | 1,904 | 336 | 409 |
| Benefits paid from the employer - Other |
(193) | (41) | (154) | (25) |
| Total expense recognized in the account of | ||||
| results | 283 | 168 | 152 | (25) |
| Total amount recognized in the Net Worth | 123 | (102) | 18 | (21) |
| Net liability at the end of year | 2,142 | 1,929 | 352 | 336 |
| Cumulative amount in the Net Worth | ||||
| Profit / (Loss) | (1,070) | (947) | (232) | (213) |
| Money flows | ||||
| Expected benefits from the plan in the | ||||
| following year | 10 | 11 | - | - |
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Greek Companies | Thrace Ipoma AD | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Discount rate | 1.50 % | 2.00 % | 2.50 % | 2.80 % | |
| Inflation | 1.75 % | 1.75 % | 0.10 % | (1.30) % | |
| Average annual increase of personnel | |||||
| salaries | 1.75 % | 1.75 % | 5.00 % | 0.00 % | |
| Duration of liabilities | 16.85 years |
17.3 years |
12 years |
11.4 years |
The subsidiaries DON & LOW LTD and THRACEPOLYBULKAS have formed Pension Plans which operate as separate legal entities in the form of trusts. Therefore the assets of the plans are not dependent to the assets of the companies.
The accounting depiction of the plans according to the revised IAS 19 are as follows:
| Defined Benefit Plans | Group 2016 |
Group 2015 |
|---|---|---|
| Amounts recognized in the balance sheet | ||
| Present value of liabilities | 152,621 | 145,231 |
| Fair value of the plan's assets | (130,395) | (137,614) |
| Net liability recognized in the balance sheet |
22,226 | 7,617 |
| Amounts recognized in the results | ||
| Cost of current employment | 1,285 | 1,275 |
| Net interest on the liability / (asset) | 244 | 554 |
| Ordinary expense in the account of results | 1,529 | 1,829 |
| Other expense / (income) |
371 | 281 |
| Foreign exchange differences | - | - |
| Cost of curtailment / settlements / service termination | (34) | - |
| Total expense in the account of results | 1,866 | 2,110 |
| Change in the present value of the liability | ||
| Present value of liability at the beginning of period |
145,231 | 142,593 |
| Cost of current employment | 1,285 | 1,275 |
| Interest cost | 4,791 | 5,264 |
| Benefits paid from the plan | (5,567) | (6,079) |
| Cost of curtailment / settlements / service termination | (34) | - |
| Other expense / (income) | 818 | 791 |
| Actuarial loss / (profit) – financial assumptions |
28,086 | (6,031) |
| Actuarial loss / (profit) – demographic assumptions |
- | (1,378) |
| Actuarial loss / (profit) – evidence from the period |
(248) | 158 |
| Foreign exchange differences | (21,742) | 8,638 |
| Present value of liability at the end of period |
152,621 | 145,231 |
| Change in the value of assets | ||
| Value of the plan's assets at the beginning of period | 137,616 | 128,712 |
| Income from interest | 4,541 | 4,705 |
| Return on assets | 11,536 | 104 |
| Defined Benefit Plans | Group 2016 |
Group 2015 |
|---|---|---|
| Employees' contributions | 488 | 551 |
| Benefits paid from the plan | (5,567) | (6,080) |
| Foreign exchange differences | (19,945) | 7,717 |
| Adjustments | 130,395 | 137,614 |
| Adjustments profit / (loss) in the liabilities due to change of | ||
| assumptions | (27,838) | 7,251 |
| Empirical adjustments profit / (loss) in liabilities | - | - |
| Empirical adjustments profit / (loss) in assets | 11,536 | 104 |
| Total actuarial profit / (loss) in the Net Worth | (16,302) | 7,355 |
| Foreign exchange differences | ||
| Total amount recognized in the Net Worth | (16,302) | 7,355 |
| Asset allocation* | ||
| Mutual Funds (Equities) | 32,061 | 33,984 |
| Mutual Funds (Bonds) | 32,350 | 30,784 |
| Diversified Growth Funds | 65,055 | 71,798 |
| Other | 929 | 1,049 |
| Total | 130,395 | 137,615 |
| Changes in the Net Liability recognized in Balance Sheet | ||
| Net liability / receivable at the beginning of year | 7,617 | 13,881 |
| Contributions paid from the employer and the members | (1,762) | (1,940) |
| Total expense recognized in the account of results | 1,866 | 2,110 |
| Total amount recognized in the Net Worth | 16,302 | (7,355) |
| Foreign exchange differences | (1,797) | 921 |
| Net liability at the end of year | 22,226 | 7,617 |
| Cumulative amount in the Net Worth Profit / (Loss) | 13,792 | 6,748 |
| Money flows | ||
| Expected benefits from the plan in the following year |
(5,256) | (6,131) |
* The assets of the plan are measured at fair values and include mutual funds of Baillie Gifford. The category "Other" also includes the plan's cash reserves.
The actuarial assumptions are presented in the following table.
| Actuarial Assumptions | Don & Low LTD | Thrace Polybulk AS | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Discount rate | 2.70 % | 3.80 % | 2.60 % | 2.70 % | |
| Inflation | 3.35 % | 3.20 % | 2.25 % | 2.25 % | |
| Average annual increase of personnel | |||||
| salaries | 3.60 % | 3.45 % | 2.50 % | 2.50 % |
|
| Duration of liabilities | 18 years |
17 years |
15 years |
15 years |
The increase in deficit – liability appearing in the balance sheet of 2016 is due to the reduction of the discount rate from 3.8% to 2.7%. The assets of the plan appear reduced due to the depreciation of the British Pound.
The following amounts are recorded in the consolidated balance sheet, after any offsetting entries wherever it is required:
| Deferred Taxation | 2016 | 2015 |
|---|---|---|
| Deferred tax assets | 2,633 | 128 |
| Deferred tax liabilities |
(4,524) | (5,255) |
| Total deferred taxation | (1,891) | (5,127) |
| A. Change of deferred tax in the results | 2016 | 2015 |
|---|---|---|
| As at 1 January | (5,127) | (3,643) |
| Change in the results | 492 | 109 |
| Foreign exchange differences | (42) | - |
| Change in statement of comprehensive income |
2,767 | (1,597) |
| Change in the equity | 19 | 4 |
| As at 31 December | (1,891) | (5,127) |
| B. Deferred tax liabilities | Depreciations | Other | Total |
|---|---|---|---|
| As at 1 January 2015 |
(6,974) | (1,745) | (8,719) |
| Change in the results | (836) | 194 | (642) |
| Foreign exchange differences |
(93) | (123) | (216) |
| Change in the equity |
- | 17 | 17 |
| As at 31 December 2015 |
(7,903) | (1,657) | (9,560) |
| Change in the results | 992 | 17 | 1,009 |
| Foreign exchange differences | 302 | (44) | 258 |
| Change in the equity |
- | - | - |
| As at 31 December 2016 |
(6,609) | (1,684) | (8,293) |
| C. Deferred tax assets | Liabilities for employee benefits |
Provisions | Other | Total |
|---|---|---|---|---|
| As at 1 January 2015 |
3,280 | 1,471 | 325 | 5,076 |
| Change in the results Change in the statement of |
139 | 218 | 394 | 751 |
| comprehensive income | (1,597) | - | - | (1,597) |
| Foreign exchange differences |
186 | - | 30 | 216 |
| Change in the equity |
(13) | - | - | (13) |
| As at 31 December 2015 |
1,995 | 1,689 | 749 | 4,433 |
| Change in the results | 55 | (304) | (268) | (517) |
|---|---|---|---|---|
| Change in the statement of | ||||
| comprehensive income | 2,767 | - | - | 2,767 |
| Foreign exchange differences | (314) | - | 15 | (299) |
| Change in the equity |
18 | - | - | 18 |
| As at 31 December 2016 |
4,521 | 1,385 | 496 | 6,402 |
| Α. Change of deferred tax in the results |
2016 | 2015 |
|---|---|---|
| As at 1 January | (141) | (294) |
| Change in the results | 148 | 166 |
| Change in the equity | 5 | (13) |
| As at 31 December |
12 | (141) |
| B. Deferred tax liabilities | Depreciations | Other | Total | |
|---|---|---|---|---|
| As at 1 January 2015 |
(1,020) | (2) | (1,022) | |
| Change in the results | 87 | - | 87 | |
| As at 31 December 2015 |
(933) | (2) | (935) | |
| Change in the results | 149 | - | 149 | |
| As at 31 December 2016 |
(784) | (2) | (786) |
| C. Deferred tax assets | Liabilities for employee benefits |
Provisions | Other | Total |
|---|---|---|---|---|
| As at 1 January 2015 |
107 | 624 | (3) | 728 |
| Change in the results | 4 | 72 | 3 | 79 |
| Change in the equity | (13) | - | - | (13) |
| As at 31 December 2015 |
98 | 696 | - | 794 |
| Change in the results | (1) | (1) | - | (2) |
| Change in the equity | 6 | - | - | 6 |
| As at 31 December 2016 |
103 | 695 | - | 798 |
In the statement of financial position, deferred tax assets and liabilities are offset per Company, while in the specific table deferred tax assets and liabilities are presented in detail. Therefore, any reconciliation is made in the change between assets and liabilities.
Suppliers and Other Short-Term Liabilities are presented analytically in the following tables:
| Suppliers | Group | Company | ||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Suppliers | 31,762 | 31,632 | 2,200 | 2,811 | ||
| Suppliers (Subsidiaries) | 37 | - | 2 | 5 | ||
| Total | 31,799 | 31,632 | 2,202 | 2,816 |
| Other Short-Term Liabilities | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Sundry creditors | 2,784 | 3,119 | 460 | 353 |
| Liabilities from taxes and pensions | 4,467 | 2,461 | 860 | 578 |
| Dividends payable | 49 | 52 | 49 | 52 |
| Customer prepayments | 1,230 | 506 | - | - |
| Personnel salaries payable | 2,284 | 1,953 | 856 | 686 |
| Accrued expenses – Other accounts payable |
4,503 | 7,741 | 296 | 369 |
| Liabilities towards related companies | 13 | 42 | 34 | 3 |
| Total short-term liabilities | 15,330 | 15,874 | 2,555 | 2,041 |
The fair value of the liabilities approaches the book values.
Since the year 2010 the Company Thrace Plastics Pack signed a Factoring agreement with ABC Factors. On 31/12/2015 the amount of € 2,759 that has been received by the Company from ABC Factors and corresponds to customers with the right to recourse (uninsured) has been registered in Loans.
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 which was established in 2013 belongs to this segment.
From the current fiscal year and for the purpose of the proper depiction of the Group's sectors, the Management decided to categorize the Group's commercial companies Thrace Synthetic Packaging LTD, Thrace Polybulk AS and Thrace Polybulk AB under the technical fabrics sector instead of the packaging sector, since the majority of the products of these companies belong to the category of technical fabrics. For comparability purposes the same adjustment was also made for fiscal year 2015.
| Total consolidated assets |
|---|
| TECHNICAL BALANCE SHEET OF31.12.2016 |
| WRITE-OFF OF | |||||
|---|---|---|---|---|---|
| INCOME STATEMENT FOR THE | TECHNICAL | PACKAGING | AGRICULTU | TRANSACTIO | GROUP |
| PERIOD FROM1.1 - 31.12.2016 |
FABRICS | RAL UNIT | NS BETWEEN | ||
| SEGMENTS | |||||
| Turnover | 225,299 | 76,021 | 1,618 | (11,037) | 291,901 |
| Cost of sales | (176,966) | (58,986) | (1,307) | 11,761 | (225,498) |
| Gross profit | 48,333 | 17,035 | 311 | 724 | 66,403 |
| Other operating income | 838 | 4,575 | 49 | (3,774) | 1,688 |
| Distribution expenses | (20,846) | (5,295) | (201) | (385) | (26,727) |
| Administrative expenses | (12,683) | (7,574) | (104) | 3,147 | (17,214) |
| Other operating expenses | (550) | (1,229) | (16) | 285 | (1,510) |
| Other Income / (Losses) | 415 | (150) | - | - | 265 |
| Operating profit / (loss) |
15,507 | 7,362 | 39 | (3) | 22,905 |
| Interest & related (expenses)/income | (1,510) | (4,234) | (110) | - | (5,854) |
| (Profit) / loss from companies | |||||
| consolidated with the Equity method | 486 | 790 | - | - | 1,276 |
| Total Earnings / (losses) before tax | 14,483 | 3,918 | (71) | (3) | 18,327 |
| Depreciations | 7,054 | 4,996 | 205 | - | 12,255 |
| Total Earnings / (losses) before | |||||
| interest, tax, depreciation & | |||||
| amortization | 22,560 | 12,357 | 244 | (2) | 35,160 |
| BALANCE SHEET OF 31.12.2015 | TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN SEGMENTS |
GROUP |
|---|---|---|---|---|---|
| Total consolidated assets | 176,588 | 94,343 | 3,886 | (10,286) | 264,531 |
| INCOME STATEMENT FOR THE PERIOD FROM1.1 - 31.12.2015 |
TECHNICAL FABRICS |
PACKAGING | AGRICULTU RAL UNIT |
WRITE-OFF OF TRANSACTIO NS BETWEEN |
GROUP |
| PERIOD FROM1.1 - 31.12.2015 |
SEGMENTS | ||||
|---|---|---|---|---|---|
| Turnover | 228,540 | 70,433 | 1,035 | (10,612) | 289,396 |
| Cost of sales | (183,001) | (57,559) | (743) | 11,281 | (230,022) |
| Gross profit | 45,539 | 12,874 | 292 | 669 | 59,374 |
| Other operating income | 2,318 | 4,994 | - | (4,120) | 3,192 |
| Distribution expenses | (19,703) | (4,800) | (134) | (393) | (25,030) |
| Administrative expenses | (14,147) | (7,415) | (48) | 3,544 | (18,066) |
| Other operating expenses | (445) | (1,296) | (43) | 302 | (1,482) |
| Other Income / (Losses) | 1,078 | 14 | - | - | 1,092 |
| Operating profit / (loss) | 14,640 | 4,371 | 67 | 2 | 19,080 |
| Interest & related (expenses)/income | (3,509) | (3,750) | (53) | - | (7,312) |
| (Profit) / loss from companies | |||||
| consolidated with the Equity method | 817 | 699 | - | - | 1,516 |
| Total Earnings / (losses) before tax | 11,948 | 1,320 | 14 | 2 | 13,284 |
| Depreciations | 5,106 | 4,647 | 139 | - | 9,892 |
| Total Earnings / (losses) before | |||||
| interest, tax, depreciation & | |||||
| amortization | 19,746 | 9,018 | 206 | 2 | 28,972 |
The Annual Ordinary Shareholders' Meeting that convened on 14 April 2016 approved, among other issues, the non distribution of any dividend given the fact that the Management of the Company has set as priority to maintain the existing liquidity position in view of the completion of the extended investment program.
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 1/1/2016 – 31/12/2016 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 1/1/2016 – 31/12/2016 are presented below.
| Income | 1.1 | – 31.12.2016 |
- 31.12.2015 | |
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Subsidiaries | - | 10,205 | - | 9,507 |
| Related Companies | 5,199 | 252 | 6,257 | 885 |
| Total | 5,199 | 10,457 | 6,257 | 10,392 |
| Expenses | 1.1 | – 31.12.2016 |
1.1 - 31.12.2015 |
|||
|---|---|---|---|---|---|---|
| Group | Company | Group | Company | |||
| Subsidiaries | - | 582 | - | 562 | ||
| Related Companies | 1,554 | 167 | 1,553 | 200 | ||
| Total | 1,554 | 749 | 1,553 | 762 |
| Trade and other receivables | 31.12.2016 | 31.12.2015 | |||
|---|---|---|---|---|---|
| Group | Company | Group | Company | ||
| Subsidiaries | - | 11,226 | - | 9,721 | |
| Related Companies | 1,755 | 240 | 2,473 | 379 | |
| Total | 1,755 | 11,466 | 2,473 | 10,100 |
| Suppliers and Other Liabilities |
31.12.2016 | 31.12.2015 | |||
|---|---|---|---|---|---|
| Group | Company | Group | Company | ||
| Subsidiaries | - | 33 | - | 9 | |
| Related Companies | 52 | 3 | 42 | - | |
| Total | 52 | 36 | 42 | 9 |
The Group's "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 31.12.2016 the amount of guarantees settled at € 41,274.
| Guarantees for Subsidiaries | 2016 |
|---|---|
| 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 | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| BoD Fees | 5,186 | 6,383 | 2,062 | 1,901 |
The fees include remuneration of the executive members of Boards of Directors and other fees of both executive and other members.
The value of the Company's participations in the subsidiaries, as of 31st December 2016, are as follows:
| Companies consolidated with the full consolidation method 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 |
| MARZENNALTD - - |
| THRACE GREENHOUSES SA 2,785 2,485 |
| Total 69,684 69,384 |
The change of standards with regard to the consolidation of the joint arrangement companies (IFRS 10, IFRS 11, IFRS 12) from the year 2014 and onward 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.
Specifically, there is joint management with another shareholder in companies Lumite Inc. (50% owned by Thrace Plastics Group),Thrace Sarantis SA (50%),Thrace Greiner Packaging SRL(46.42%)andThrace Eurobent SA (51%). Both shareholders possess rights on the companies' assets. The parent company holds directly the company Thrace Sarantis SA with the value of its participation set at € 1,362 on 31.12.2016 as well as the company Thrace Eurobent SA with participation value of € 204.
| Company | Country of | Business Activity | Equity |
|---|---|---|---|
| Activities | 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. The company's shares are not listed. |
46.42% |
| Thrace Sarantis S.A. |
Greece | The company activates in the production of plastic bags for wastes and belongs to the packaging sector. The company's shares are not listed. |
50% |
| LumiteINC | United States |
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 were until 31-12-2013 consolidated with the proportional equity method, whereas according to the change in standards from 1-1-2014 are consolidated with the equity method.
The change of the 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 - 31.12.2016 |
1.1 - 31.12.2015 |
|---|---|---|
| Balance at beginning | 10,251 | 8,585 |
| Capital increases | 262 | 204 |
| Participation in profit / (losses) of joint ventures | 1,273 | 1,516 |
| Dividends | (648) | (596) |
| Foreign exchange differences and other reserves | 209 | 542 |
| Balance at end | 11,347 | 10,251 |
The financial statements of the companies are presented in the following tables:
| STATEMENT OF FINANCIAL POSITION |
THRACE GREINER PACKAGING SRL |
THRACE SARANTIS SA |
LUMITEINC | THRACE EUROBENTSA |
||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| ASSETS | ||||||||
| Fixed assets | 7,811 | 5,651 | 2,598 | 2,671 | 5,528 | 5,522 | 105 | 114 |
| Inventories | 3,249 | 2,509 | 56 | 93 | 9,877 | 9,130 | 262 | 307 |
| Trade and other receivables | 2,762 | 3,358 | 21 | 245 | 2,087 | 1,806 | 515 | 767 |
| Other asset items | - | - | 117 | 96 | 250 | 369 | 13 | 11 |
| Cash | 1,379 | 2,041 | 7 | 30 | 1,979 | 1,802 | 212 | 211 |
| STATEMENT OF FINANCIAL POSITION |
THRACE GREINER PACKAGING SRL |
THRACE SARANTIS SA |
LUMITEINC | THRACE EUROBENTSA |
||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| LIABILITIES | ||||||||
| Bank debt | 4,928 | 3,768 | 1,191 | 1,528 | 3,187 | 3,209 | 10 | 27 |
| Other liabilities | 3,192 | 3,206 | 201 | 467 | 2,408 | 2,983 | 906 | 985 |
| EQUITY | 7,081 | 6,585 | 1,407 | 1,140 | 14,126 | 12,437 | 191 | 398 |
| STATEMENT OF COMPREHENSIVE INCOME |
THRACE GREINER PACKAGING SRL |
THRACE SARANTIS SA |
LUMITEINC | THRACE EUROBENT SA |
||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| Turnover | 17,526 | 16,587 | 145 | 893 | 26,296 | 27,803 | 1,686 | 1,511 |
| Cost of sales | (13,240) | (12,564) | (146) | (926) | (21,032) | (21,797) | (1,584) | (1,299) |
| Gross profit | 4,286 | 4,023 | (1) | (33) | 5,264 | 6,006 | 102 | 212 |
| Distribution expenses | (676) | (575) | - | (2) | (2,220) | (2,136) | (231) | (138) |
| Administrative expenses | (1,386) | (1,344) | (6) | (15) | (1,178) | (1,203) | (59) | (59) |
| Other expenses / income | (22) | (91) | (121) | (144) | 5 | (9) | (17) | (11) |
| Operating profit / loss | 2,202 | 2,014 | (128) | (194) | 1,871 | 2,658 | (205) | 4 |
| Financial results | (82) | (56) | (111) | (49) | (125) | (135) | (4) | (2) |
| Profit/(loss) before Taxes | 2,120 | 1,957 | (239) | (243) | 1,746 | 2,523 | (209) | 2 |
| Taxes | (310) | (347) | (13) | (12) | (527) | (847) | 3 | (2) |
| Profit/(loss) after Taxes | 1,810 | 1,610 | (252) | (255) | 1,219 | 1,676 | (206) | - |
| Other comprehensive |
||||||||
| income | (1,313) | (1,261) | 519 | - | 1,689 | 1,140 | (2) | (2) |
| Total comprehensive income | ||||||||
| after taxes | 497 | 349 | 297 | (255) | 2,908 | 2,816 | (208) | (2) |
On 31 December 2016 there are no significant legal issues pending that may have a material effect in the financial position of the Companies in the Group.
An amount of taxes – surcharges of euro 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. A first instance court decision has already been issued in favor of the Company for an amount of € 104.
With regard to the above amount, no provision has been formed in the Group's financial statements. 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.
The Group has entered into leasing agreements for the use of buildings and vehicles. The liabilities deriving from the above contracts are analyzed as follows:
| Operating Leases | Group | Company |
|---|---|---|
| Liability up to 1 year | 736 | 155 |
| Liability up to 5 years | 1,202 | 285 |
| Over 5 years | 169 | - |
| Total | 2,107 | 440 |
The leasing expenses for the year settled at € 165 for the Company and at € 1,000 for the Group.
In the context of the investment plan of the Group, financial leasing agreements have been signed for the purchase of machinery equipment.
| Financial Leases | Group | Company |
|---|---|---|
| Liability up to 1 year | 4,133 | - |
| Liability up to 5 years | 14,193 | - |
| Over 5 years | 1,253 | - |
| Total | 19,579 | - |
During the financial year 2016, the total fees of the Company's and Group's legal auditors, are analyzed as follows, according to those stated in article 43a of C.L. 2190/1920, as amended by article 30 of L. 3756/2009:
| Fees of auditing firms | Group | Company | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Fees of auditing services | 372 | 424 | 57 | 55 |
| Fees for tax certificate | 97 | 120 | 24 | 24 |
| Fees for consulting services |
29 | 57 | - | - |
| Total | 498 | 601 | 81 | 79 |
In the present financial statements, 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 year.
The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable and payable accounts and loans.
In general, the Group's activities create several financial 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 Company is exposed to fluctuations in the price of polypropylene (which represents 55% approximately of cost of sales), 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.
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 following table presents an analysis of the maturity of trade and other receivables on 31/12/2016.
| Maturity of Trade Receivables for 2016 |
Group | Company |
|---|---|---|
| 01 – 30 days |
20,467 | 1,018 |
| 31 – 90 days |
25,366 | 1,593 |
| 91 – 180 days |
4,965 | 190 |
| 180 days and over | 6,522 | 2,738 |
| Subtotal | 57,320 | 5,539 |
| Provisions for doubtful receivables |
(6,680) | (2,458) |
| Total | 50,640 | 3,081 |
The above amountsare expressed in termsof days of delayin the table below:
| Analysis of delayed customer receivables in 2016 |
Group | Company |
|---|---|---|
| Timely receivables | 40,908 | 2,674 |
| Overdue receivables 1 – 30 days |
8,430 | 218 |
| Overdue receivables 31 – 90 days |
1,421 | 17 |
| Overdue receivables above 91 days |
6,561 | 2,630 |
| Subtotal | 57,320 | 5,539 |
| Provisions for doubtful customer receivables | (6,680) | (2,458) |
| Total | 50,640 | 3,081 |
With regard to the amounts in delay for over 90 days, which the Group has classified as doubtful, relevant provisions have been made which are deemed as sufficient.
Correspondingly, for comparability purposes, the amounts of maturity and delay for the financial year 2015 are presented in the following tables:
| Maturity of Trade Receivables for 2015 |
Group | Company |
|---|---|---|
| 01 – 30 days |
20,086 | 1,336 |
| 31 – 90 days |
27,433 | 1,763 |
| 91 – 180 days |
5,190 | 469 |
| 180 days and over | 6,649 | 2,508 |
| Subtotal | 59,358 | 6,076 |
| Provisions for doubtful receivables | (6,740) | (2,461) |
| Total | 52,618 | 3,615 |
| Analysis of delayed customer receivables in 2015 |
Group | Company |
|---|---|---|
| Timely receivables | 40,666 | 3,078 |
| Overdue receivables 1 – 30 days |
9,210 | 379 |
| Overdue receivables 31 – 90 days |
2,032 | 77 |
| Overdue receivables above 91 days |
7,449 | 2,542 |
| Subtotal | 59,357 | 6,076 |
| Provisions for doubtful customer receivables | (6,739) | (2,461) |
| Total | 52,618 | 3,615 |
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, unused bank credits, approved to the Group, which are considered sufficient to face a possible shortage of cash equivalents.
Short-term liabilities are renewed at their maturity, as they are part of the approved bank credits.
The following table presents the liabilities –loans provided according to their maturity dates.
| Group 2016 |
Up to 1 month |
1-6 months |
6-12 months |
Over 1 year | Total |
|---|---|---|---|---|---|
| Suppliers | 10,105 | 20,718 | 808 | 168 | 31,799 |
| Other short-term liabilities | 8,692 | 7,955 | 2,363 | 99 | 19,109 |
| Short-term debt | 1,868 | 34,774 | 30,497 | - | 67,139 |
| Long-term debt | - | - | - | 18,663 | 18,663 |
| Other long-term liabilities | 122 | - | 3 | 214 | 339 |
| Total 31.12.2016 |
20,787 | 63,447 | 33,671 | 19,144 | 137,049 |
| Company 2016 |
Up to 1 | 1-6 | 6-12 | Over 1 year | Total |
|---|---|---|---|---|---|
| month | months | months | |||
| Suppliers | 897 | 1,303 | - | - | 2,200 |
| Other short-term liabilities |
1,802 | 725 | 14 | - | 2,541 |
| Short-term debt | - | - | 21,977 | - | 21,977 |
| Long-term debt | - | - | - | - | - |
| Other long-term liabilities | 116 | - | - | - | 116 |
| Total 31.12.2016 |
2,815 | 2,028 | 21,991 | - | 26,834 |
| Group 2015 |
Up to 1 month |
1-6 months |
6-12 months |
Over 1 year | Total |
|---|---|---|---|---|---|
| Suppliers | 20,348 | 11,326 | - | - | 31,674 |
| Other short-term liabilities | 9,422 | 7,209 | 1,285 | 756 | 18,672 |
| Short-term debt | 25,318 | 6,362 | 27,394 | - | 59,074 |
| Long-term debt | - | - | - | 9,841 | 9,841 |
| Other long-term liabilities | - | - | - | - | - |
| Total 31.12.2015 |
55,088 | 24,897 | 28,679 | 10,597 | 119,261 |
| Company 2015 |
Up to 1 month |
1-6 months |
6-12 months |
Over 1 year | Total |
|---|---|---|---|---|---|
| Suppliers | 2,802 | 8 | - | - | 2,810 |
| Other short-term liabilities | 1,255 | 783 | - | - | 2,038 |
| Short-term debt | - | - | 22,103 | - | 22,103 |
| Long-term debt | - | - | - | - | - |
| Other long-term liabilities | 155 | - | - | - | 155 |
| Total 31.12.2015 |
4,212 | 791 | 22,103 | - | 27,106 |
The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in foreign countries. The management of the various risks is made by the use of natural hedge instruments. In particular, the Group's policy is to take out loans at the level of balances in foreign currency for the rest of the customers too.
Effectof changes inforeign exchangeon the financialstatementsfrom the conversionofforeignsubsidiaries' balance sheets.
| Foreign currency | 2016 | 2015 | ||||
|---|---|---|---|---|---|---|
| Change of foreign currency against Euro |
USD | GBP | Other | USD | GBP | Other |
| Profit before tax | ||||||
| +5% | (711) | (47) | 16 | (709) | (73) | (20) |
| -5% | 785 | 52 | (18) | 784 | 81 | 22 |
| Foreign currency | 2016 | 2015 | ||||
|---|---|---|---|---|---|---|
| Change of foreign currency against Euro |
USD | GBP | Other | USD | GBP | Other |
| Equity | ||||||
| +5% | (61) | (1,213) | (197) | 6 | (927) | (257) |
| -5% | 67 | 1,340 | 217 | (6) | 1,025 | 284 |
The Group's long-term loans have been provided by Greek and foreign banks and are mainly denominated in Euro. The repayment period varies, according to the loan contract, while long-term loans are mainly linked to Euribor plus a margin. The Group's short-term loans have been provided by several banks, under Euribor, plus a margin and Libor plus a margin.
It is estimated that a change in the average annual interest rate by 1 percentage point, will result in a (charge) / improvement of Earnings Before Tax as follows:
| Possible interest rate change | Effect on Earnings before Tax | |||||
|---|---|---|---|---|---|---|
| Group | Company | |||||
| 2016 | 2015 | 2016 | 2015 | |||
| 1% interest rate increase | (858) | (688) | (220) | (220) | ||
| 1% interest rate decrease | 858 | 688 | 220 | 222 |
The Group controls capital adequacy using the Net Debt to Operating Profit ratio and the Net Bank Debt to Equity ratio. The Group's objective in relation to capital management is to ensure the ability for its smooth operation in the future, while providing satisfactory returns to shareholders and benefits to other parties, as well as to maintain an ideal capital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to maintain the lowest possible level of external financing.
| Capital Adequacy Risk | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Long-term debt | 18,663 | 9,799 | - | - | |
| Short-term debt | 67,139 | 59,025 | 21,977 | 22,103 | |
| Total debt | 85,802 | 68,824 | 21,977 | 22,103 | |
| Minus cash & cash equivalents | 31,080 | 26,411 | 1,853 | 3,008 | |
| Net debt | 54,722 | 42,413 | 20,124 | 19,095 | |
| EBITDA | 35,161 | 28,980 | 1,534 | 1,224 | |
| NET BANK DEBT /EBITDA | 1.55 | 1.46 | 13.12 | 15.60 |
| Capital Adequacy Risk | Group | Company | |||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| EQUITY | 122,788 | 129,238 | 70,817 | 71,406 | |
| NET BANK DEBT / EQUITY | 0.44 | 0.32 | 0.28 | 0.26 |
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 made 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 less than % of the total turnover).
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 31st December 2016, whereas it constantly monitors the developments in order to take measures and proceed with actions for the minimization of any negative effect on the activity of the Company and the Group.
The Company through a relevant announcement on 8/7/2016 informed the investors' community about the progress of the investment program and particularly it announced that at the end of June 2016 the normal operation of the new production facilities commenced. The new facilities concerned investments of EUR 32 million approximately. Specifically, the investments which were implemented in Greece, of EUR 23 million, and particularly in Xanthi, concerned mainly equipment and infrastructure for the production of innovative technical fabrics with application in the markets of the geosynthetics, the insulating roofing membranes, the filter industry, the auto industry as well as the hospital products. Furthermore, the new investments implemented in the subsidiaries abroad were also set in full operation status. The investments implemented outside Greece, of EUR 9 million, concerned mainly the installation of a new production line in Scotland for the production of technical fabrics, of meltblown type, with applications in the markets of the insulating roofing membranes, the hospital products, the hygiene products and the filter industry, while they also concerned a new "thermoforming" line which was installed in the plant of Bulgaria for the production of packaging products for yogurt and production of one-use plastic cups for the markets of Bulgaria and S.E. Europe.
Additional investments of EUR 24.5 million were implemented until the end of fiscal year 2016. The particular investments concern the acquisition of new production lines in the above areas of technical fabrics, the new "thermoforming" and "injection" lines of the plant in Ioannina, the expansion of greenhouses (implementation of phase B') as well the modernization of existing machinery equipment and infrastructure. The Greek subsidiaries of the Group implemented the
largest part of the above additional investments, of EUR 19.8 million approximately, while the remaining amount of EUR 4.7 million concerned investments implemented by the Group's subsidiaries abroad. In total, the Group's investments amounted to EUR 56.7 million during the period 2015 – 2016.
The Group activates in the United Kingdom via its subsidiaries DON&LOWLTD, domiciled in Scotland, and Synthetic Holdings Limited, domiciled in Northern Ireland. The exchange rate of the British Pound on 31/12/2015 was at 0.734. After the outcome of the referendum of the country concerning its status as a member, or not, of the European Union, the British Pound depreciated versus the Euro and on 31/12/2016 settled at 0.8562. The depreciation of the British Pound had an effect on the results as well as on the equity of the Group on 31/12/2016. In the current phase the Group is not in position to predict the effect on its financial statements from a permanent exit of Great Britain from the European Union. In any case the Management assesses on a constant basis the developments in order to take the necessary measures and actions for the minimization of any negative effects on the activities of the Group.
On 25 April 2016, the tax audit of the fiscal years 2007 – 2009 concerning the subsidiary company Thrace Plastics Pack SA was completed and resulted into additional taxes as it is mentioned in Note 10.
The Annual Ordinary Shareholders' Meeting that convened on 14 April 2016 approved, among other issues, the annual financial statements as well as the non distribution of any dividend from the profits of the year 2015 given the fact that the Management of the Company and the Group has set as priority to maintain the existing liquidity position in view of the completion of the extended investment program.
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:
43,741,452 shares as result of the decision made with regard to the reduction of the share capital via the reduction of the number of shares due to cancelation of treasury shares), at a price range between one Euro and fifty cents (1.50 €) and three Euros and fifty cents (3.50 €).
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.
The Company announced the merger via absorption of "Elastron Agricultural" 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") 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 signed by its fully owned subsidiary SocieteAnonyme under the name "THRACE GREENHOUSES SOCIETEANONYME" which concerns the absorption by the latter of the SocieteAnonyme 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.
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.
There are no events subsequent to the date of the Balance Sheet, which affect the financial statements of the Group.
The Financial Statements have been prepared in accordance with the International Financial Reporting Standards as they have been adopted by the European Union, were approved by the Board of Directors on 6 April 2017 and are signed by the representatives of such.
| 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. AM 919476 | ID NO. ΑΙ 101026 |
ID NO. ΑΕ 044759 | ID NO. ΑΚ 104541 Accountant Lic. Reg. No. 34806 |
| Α' CLASS |
| THRACE PLASTICS Co. S.A. | ||||||||
|---|---|---|---|---|---|---|---|---|
| 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 2016 to 31 December 2016 | |||||||
| 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 | Published in accordance with C.L. 2190/20, article 135 for companies that prepare financial statements, consolidated and non-consolidated according to I.F.R.S. . 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. | Board of Directors' Kon/nos Chalioris, Chairman & CEO - Executive Member |
Ioannis G. Apostolakos, Director - Independent Non Executive Member | ||||||
| Approval date of the annual financial statements by the Board: Relevant Authority: |
07 April 2017 Ministry of Development & Competitiveness |
Composition: Theodosios A. Kolyvas, Vice-Chairman, Executive Member Braimis P. George, Director - Executive Member |
Kon/nos I. Gianniris, Director - Independent Non Executive Member Petros Ch. Fronistas, Director - Independent Non Executive Member |
|||||
| Company Website: | www.thracegroup.gr | Dimitrios P. Malamos, Director - Executive Member | Theodoros K. Kitsos, Director - Independent Non Executive Member | |||||
| Certified Public Accountant - Auditor: Auditing Firm: |
Sourbis Dimitrios, CPA (SOEL) License Reg. No. 16891 PricewaterhouseCoopers SA |
Vasileios Zairopoulos, Director - Non Executive Member Christos P. Siatis, Director - Independent Non Executive Member |
Nikitas I. Glykas, Director - Independent Non Executive Member | |||||
| Type of audit report: | In accordance | |||||||
| Amounts in thousand Euro, unless stated otherwise. | STATEMENT OF FINANCIAL POSITION | STATEMENT OF CASH FLOWS | ||||||
| GROUP | COMPANY | GROUP | COMPANY | |||||
| ASSETS | 31/12/2016 31/12/2015 |
31/12/2016 | 31/12/2015 | Operating activities | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 |
| Tangible fixed assets Investment property |
107,437 92,268 113 113 |
6,151 14 |
6,839 14 |
Earnings, before taxes and minority interest Plus/Minus adjustments for: |
18,327 | 13,284 | 311 | 91 |
| Intangible assets | 11,605 11,522 |
685 | 633 | Depreciations | 12,255 | 9,900 | 856 | 973 |
| Participations in subsidiaries Participations in companies consolidated with the equity method |
- - 11,347 10,251 |
69,684 1,566 |
69,384 1,304 |
Provisions Foreign exchange differences |
657 (156) |
(810) (1,113) |
603 58 |
(86) (22) |
| Other non-current assets | 10,020 8,515 |
1,979 | 1,826 | (Profit)/loss from sale of fixed assets | 77 | 5 | (26) | (428) |
| Inventories Trade receivables |
57,695 52,981 50,640 52,618 |
1,785 3,081 |
1,861 3,615 |
Dividends (Profit)/loss from investments |
- - |
- (16) |
(1,763) - |
(1,500) 66 |
| Other current assets Cash & cash equivalents |
9,554 9,852 31,080 26,411 |
11,906 1,853 |
10,688 3,008 |
Financial (income) / expenses (Profit)/loss from companies consolidated with the equity method |
5,833 (1,276) |
7,346 (1,516) |
2,130 - |
1,594 - |
| TOTAL ASSETS | 289,491 264,531 |
98,704 | 99,172 | Operating profit before changes in working capital | 35,717 | 27,080 | 2,169 | 688 |
| EQUITY & LIABILITIES | (Increase) / Decrease of receivables (Increase) / Decrease of inventories |
(468) (6,648) |
(1,871) (3,481) |
(1,763) 77 |
(4,365) 747 |
|||
| Share capital | 29,762 29,762 |
29,762 | 29,762 | (Decrease) / Increase of liabilities (apart from banks - taxes) | 826 | 6,892 | (330) | (1,371) |
| Other equity Total Shareholders' Equity (a) |
90,910 97,632 120,672 127,394 |
41,055 70,817 |
41,644 71,406 |
Other non cash movements Cash equivalents from operating activities |
(209) 29,218 |
(331) 28,289 |
(2) 151 |
(66) (4,367) |
| Minority interest (b) Total Equity (c) = (a) + (b) |
2,116 1,844 122,788 129,238 |
- 70,817 |
- 71,406 |
Minus: Interest expenses and related expenses paid |
(5,329) | (4,333) | (1,427) | (1,359) |
| Long-term debt | 18,663 9,799 |
- | - | Taxes | (4,718) | (4,772) | - | (1,867) |
| Provisions/Other-long-term liabilities Short-term bank debt |
29,993 16,277 67,139 59,025 |
1,153 21,977 |
806 22,103 |
Total inflows/(outflows) from operating activities (a) Investment activities |
19,171 | 19,184 | (1,276) | (7,593) |
| Other-short-term liabilities | 50,908 50,192 |
4,757 | 4,857 | Proceeds from sales of tangible and intangible assets | 137 | 46 | 354 | 1,612 |
| Total liabilities (d) TOTAL EQUITY & LIABILITIES (c) + (d) |
166,703 135,293 289,491 264,531 |
27,887 98,704 |
27,766 99,172 |
Interest received Dividends received |
33 496 |
341 398 |
1,763 | 2 82 1,500 |
| Increase of participations in subsidiaries / associates Investment subsidies |
(262) - |
(204) 71 |
(562) | (904) - - |
||||
| STATEMENT OF CHANGES IN EQUITY | Purchases of tangible and intangible fixed assets | (17,870) | (25,173) | (549) | (764) | |||
| GROUP | COMPANY | Receipt from sale of participation Other investments |
- - |
- - |
- - |
- 96 |
||
| 1/1 - 31/12/2016 1/1 - 31/12/2015 |
1/1 - 31/12/2016 | 1/1 - 31/12/2015 | Total inflows / (outflows) from investment activities (b) | (17,466) | (24,521) | 1,008 | 1,622 | |
| Total equity at beginning of period | 129,238 112,453 |
71,406 | 73,002 | Financing activities | ||||
| Earnings / (losses) for the period after taxes | 13,659 10,021 |
181 | 251 | Increase of participations in subsidiaries / associates Proceeds from issued / undertaken loans |
- 6,325 |
(7) 8,794 |
- | (7) - 76 |
| Purchase of treasury shares | (757) | (870) | (757) | (870) | ||||
| Other comprehensive income Distributed dividends |
(19,463) 8,702 - (1,000) |
(13) - |
31 (1,000) |
Repayments of loans Financial leases |
(3,145) 1,603 |
(9,155) 1,467 |
(130) | - - - |
| Issued shares Purchase of treasury shares |
- - (757) (870) |
- (757) |
- (870) |
Dividends paid Total inflows / (outflows) from financing activities (c) |
- 4,026 |
(2,016) (1,787) |
- (887) |
(2,016) (2,817) |
| Profit distribution | - - |
- | - | Net increase / (decrease) in cash & cash equivalents | ||||
| Other changes | 111 (68) |
- | (8) | for the period (a) + (b) + (c) | 5,731 | (7,124) | (1,155) | (8,788) |
| Total Equity at end of period | 122,788 129,238 |
70,817 | 71,406 | Cash & cash equivalents at the beginning of the period | 26,411 | 32,879 | 3,008 | 11,796 |
| Effect from changes of exchange rates on cash & cash equivalents Cash & cash equivalents at the end of the period |
(1,062) 31,080 |
656 26,411 |
1,853 | - - 3,008 |
||||
| STATEMENT OF COMPREHENSIVE INCOME | ||||||||
| GROUP | COMPANY | |||||||
| 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | |||||
| Turnover | 291,900 | 289,396 | 14,332 | 13,476 | ||||
| Gross profit/(losses) Earnings/(losses) before Interest and Taxes (EBIT) |
66,403 22,905 |
59,374 19,080 |
2,234 678 |
881 251 |
||||
| Earnings / (losses) before Taxes | 18,327 | 13,284 | 311 | 91 | ||||
| Earnings / (losses) after Taxes (A) - Owners of the parent |
13,659 13,384 |
10,021 9,788 |
181 - |
251 - |
||||
| - Minority interest Other comprehensive income after taxes (B) |
275 (19,464) |
233 8,700 |
- (13) |
- 31 |
||||
| Total comprehensive income after taxes (A) + (B) | (5,805) | 18,721 | 168 | 282 | ||||
| - Owners of the parent - Minority interest |
(6,077) 272 |
18,488 233 |
- - |
- - |
||||
| Earnings / (losses) after taxes per share – basic (in €) | 0.3040 | 0.2204 | - | - | ||||
| Earnings/ (losses) before Interest, Taxes, Depreciation & Amortization (EBITDA) | 35,160 | 28,980 | 1,534 | 1,224 | ||||
| ADDITIONAL DATA & INFORMATION 7. Income tax in the statement of comprehensive income is analyzed as follows: |
||||||||
| 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 10 of the condensed notes. | 1/1 - 31/12/2016 | GROUP 1/1 - 31/12/2015 |
1/1 - 31/12/2016 | COMPANY 1/1 - 31/12/2015 |
||||
| Income Tax | (4,581) | (3,344) | - | - | ||||
| The basic accounting principles of the balance sheet for 31/12/2015 have been followed. | Tax provision for unaudited years Foreign non deductible taxes |
384 (278) |
(27) - |
- (278) |
(6) - |
|||
| 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. | Income tax differences from previous years | (685) | - | - | - | |||
| Deferred tax | 492 (4,668) |
108 (3,263) |
148 (130) |
166 160 |
||||
| The following liens or collateral have been written on fixed assets | GROUP 6,406 |
COMPANY - |
8. The cumulative provisions that have been recorded amount to: |
GROUP | COMPANY | |||
| Number of employed staff at the end of each period: | GROUP | COMPANY | Provision for doubtful debt | 31/12/2016 6,680 |
31/12/2015 6,760 |
31/12/2016 2,458 |
31/12/2015 | |
| 31/12/2016 31/12/2015 |
31/12/2016 | 31/12/2015 | Provision for staff indemnities | 24,369 | 9,546 | 352 | 2,461 336 |
|
| 1,708 1,668 |
72 | 72 | Provisions for tax differences from unaudited fiscal years | 677 | 1,061 | 174 | 174 | |
| The transactions between related parties, according to I.A.S. 24, are as follows: | GROUP | COMPANY | Provision for inventory impairment | 2,574 | 3,441 | - | - | |
| i) Income | 5,199 | 10,457 | 9. No company of the Group owns treasury shares, except for the parent company. On 31/12/2016 the Company held 1,353,168 shares |
|||||
| ii) Expenses iii) Receivables |
1,554 1,755 |
749 11,466 |
at an acquisition cost of 1,760,205 (in absolute numbers). 10. Other comprehensive income concerns the following : |
GROUP | COMPANY | |||
| iv) Liabilities | 52 | 36 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | 1/1 - 31/12/2016 | 1/1 - 31/12/2015 | ||
| v) Transactions & Remuneration of Board members and senior executives | 5,186 | 2,062 | Forex differences from Balance Sheet Conversion Actuarial Profit / (Loss) |
(5,831) (13,633) |
2,825 5,875 |
(13) | - - 31 |
|
| (19,464) | 8,700 | (13) | 31 | |||||
| The Chairman and Chief Executive Officer | The Vice-Chairman | Avdira, 6 April 2017 The Head of Financial Services |
The Head Accountant | |||||
| KONSTANTINOS ST. CHALIORIS ID No. ΑM 919476 |
THEODOSIOS A. KOLYVAS | SPYRIDON A. NTAKAS ID No. ΑΕ 044759 |
FOTINI K. KYRLIDOU ID No. ΑΚ 104541 |
|||||
| ID No. ΑΙ 101026 | Professional Lic. No. 34806 - Α' CLASS |
During 2016, the Company published the following press releases / announcements, thus relevantly informing the investors' community. The above announcements are registered on the internet at the Company's websitewww.thracegroup.gr as well as at the website of the Athens Exchange.
| Date | Press Releases / Announcements |
|---|---|
| December 29, 2016 |
Announcement of Completion / Expiration of the Stock Repurchase Plan |
| December 23, 2016 |
Announcement of Share Repurchase |
| December 19, 2016 |
Announcement of Share Repurchase |
| December 16, 2016 |
Announcement of Share Repurchase |
| December 16, 2016 |
Lapse of the Dividend for the Fiscal Year 2010 |
| December 16, 2016 |
Announcement of Share Repurchase |
| December 15, 2016 |
Announcement of Share Repurchase |
| December 14, 2016 |
Announcement of Share Repurchase |
| December 13, 2016 |
Announcement of Share Repurchase |
| December 12, 2016 |
Announcement of Share Repurchase |
| December 09, 2016 |
Announcement of Share Repurchase |
| December 08, 2016 |
Announcement of Share Repurchase |
| December 07, 2016 |
Announcement of Share Repurchase |
| December 06, 2016 |
Announcement of Share Repurchase |
| December 05, 2016 |
Announcement of Share Repurchase |
| December 02, 2016 |
Announcement of Share Repurchase |
| December 01, 2016 |
Announcement of Share Repurchase |
| November 30, 2016 |
Announcement of Share Repurchase |
| November 29, 2016 |
Announcement of Share Repurchase |
| November 28, 2016 |
Announcement of Share Repurchase |
| November 24, 2016 |
Announcement of Share Repurchase |
| November 24, 2016 |
Announcement of Share Repurchase |
| November 23, 2016 |
Announcement of Share Repurchase |
| November 22, 2016 |
Announcement of Share Repurchase |
| November 21, 2016 |
Announcement of Share Repurchase |
| November 18, 2016 |
Announcement of Financial Results for the 9-Month Period 2016 |
| November 17, 2016 |
Announcement of Share Repurchase |
| November 17, 2016 |
Announcement of Share Repurchase |
| November 16, 2016 |
Announcement of Share Repurchase |
| November 15, 2016 |
Announcement of Share Repurchase |
| November 14, 2016 |
Announcement for the Release Date of the Financial Results for the 9-Month Period 2016 |
| November 14, 2016 |
Announcement of Share Repurchase |
| November 11, 2016 |
Announcement of Share Repurchase |
| November 10, 2016 |
Announcement of Share Repurchase |
| November 09, 2016 |
Announcement of Share Repurchase |
| November 08, 2016 |
Announcement of Share Repurchase |
| November 03, 2016 |
Announcement of Share Repurchase |
| November 03, 2016 |
Announcement of Share Repurchase |
| November 02, 2016 |
Announcement of Share Repurchase |
| November 01, 2016 |
Announcement of Share Repurchase |
| October 31, 2016 |
Announcement of Share Repurchase |
| October 25, 2016 |
Announcement of Share Repurchase |
| October 24, 2016 |
Announcement of Share Repurchase |
| October 21, 2016 |
Announcement of Share Repurchase |
| October 20, 2016 |
Announcement of Share Repurchase |
| October 19, 2016 |
Announcement of Share Repurchase |
| October 18, 2016 |
Announcement of Share Repurchase |
| October 17, 2016 |
Announcement of Share Repurchase |
| October 14, 2016 |
Announcement of Share Repurchase |
| October 13, 2016 |
Announcement of Share Repurchase |
| Date | Press Releases / Announcements |
|---|---|
| October 12, 2016 |
Announcement of Share Repurchase |
| October 11, 2016 |
Announcement of Share Repurchase |
| October 07, 2016 |
Announcement of Share Repurchase |
| October 07, 2016 |
Announcement of Share Repurchase |
| September 30, 2016 |
Announcement of Share Repurchase |
| September 30, 2016 |
Issuance of Tax Certificate |
| September 30, 2016 |
Announcement of Share Repurchase |
| September 29, 2016 |
Announcement of Share Repurchase |
| September 28, 2016 |
Announcement of Share Repurchase |
| September 27, 2016 |
Announcement of Share Repurchase |
| September 26, 2016 |
Announcement of Share Repurchase |
| September 23, 2016 |
Announcement of Share Repurchase |
| September 22, 2016 |
Announcement of Share Repurchase |
| September 21, 2016 |
Announcement of Share Repurchase |
| September 20, 2016 |
Financial Results of 1st Half 2016 |
| September 19, 2016 |
Announcement of Share Repurchase |
| September 19, 2016 |
Announcement of Share Repurchase |
| September 16, 2016 |
Announcement of Share Repurchase |
| September 14, 2016 |
Announcement of Share Repurchase |
| September 14, 2016 |
Announcement of Share Repurchase |
| September 13, 2016 |
Announcement of Share Repurchase |
| September 12, 2016 |
Announcement of Share Repurchase |
| September 08, 2016 |
Announcement of Share Repurchase |
| September 07, 2016 |
Announcement of Share Repurchase |
| September 06, 2016 |
Announcement of Share Repurchase |
| September 02, 2016 |
Announcement of Share Repurchase |
| September 01, 2016 |
Announcement of Share Repurchase |
| August 31, 2016 |
Announcement of Share Repurchase |
| August 30, 2016 |
Announcement of Share Repurchase |
| August 30, 2016 |
Announcement of Share Repurchase |
| August 25, 2016 July 29, 2016 |
Announcement of Share Repurchase Announcement of Share Repurchase |
| July 28, 2016 |
Announcement of Share Repurchase |
| July 27, 2016 |
Announcement of Share Repurchase |
| July 25, 2016 |
Announcement of Share Repurchase |
| July 22, 2016 |
Announcement of Share Repurchase |
| July 22, 2016 |
Announcement of Share Repurchase |
| July 21, 2016 |
Announcement of Share Repurchase |
| July 20, 2016 |
Announcement of Share Repurchase |
| July 18, 2016 |
Announcement of Share Repurchase |
| July 15, 2016 |
Announcement of Regulated Information of Law 3556/2007 |
| July 14, 2016 |
Announcement of Share Repurchase |
| July 13, 2016 |
Announcement of Share Repurchase |
| July 13, 2016 |
Announcement of Share Repurchase |
| July 12, 2016 |
Announcement of Share Repurchase |
| July 11, 2016 |
Announcement of Share Repurchase |
| July 08, 2016 |
Commencement of operation of new production facilities |
| July 07, 2016 |
Announcement of Share Repurchase |
| July 07, 2016 |
Announcement of Share Repurchase |
| July 06, 2016 |
Announcement of Share Repurchase |
| July 05, 2016 |
Announcement of Share Repurchase |
| July 04, 2016 |
Announcement of Share Repurchase |
| July 01, 2016 |
Announcement of Share Repurchase |
| June 29, 2016 |
Announcement of Share Repurchase |
| June 29, 2016 |
Announcement of Share Repurchase |
| June 28, 2016 |
Announcement of Share Repurchase |
| June 27, 2016 |
Announcement of Share Repurchase |
| June 23, 2016 |
Announcement of Share Repurchase |
| June 23, 2016 |
Announcement of Share Repurchase |
| June 22, 2016 |
Announcement of Share Repurchase |
| June 21, 2016 |
Upload of the Presentation of Thrace Plastics Group |
| June 17, 2016 |
Announcement of Share Repurchase |
| Date | Press Releases / Announcements |
|---|---|
| June 17, 2016 |
Announcement of Share Repurchase |
| June 16, 2016 |
Announcement of Share Repurchase |
| June 15, 2016 |
Announcement of Share Repurchase |
| June 14, 2016 |
Announcement of Share Repurchase |
| June 13, 2016 |
Announcement of Share Repurchase |
| June 10, 2016 |
Announcement of Share Repurchase |
| June 09, 2016 |
Announcement of Share Repurchase |
| June 08, 2016 |
Announcement of Share Repurchase |
| June 07, 2016 |
Announcement of Share Repurchase |
| June 06, 2016 |
Announcement of Share Repurchase |
| June 02, 2016 |
Announcement of Share Repurchase |
| June 02, 2016 |
Announcement of Share Repurchase |
| May 31, 2016 May 30, 2016 |
Announcement of Share Repurchase Announcement of Share Repurchase |
| May 30, 2016 |
Announcement of Share Repurchase |
| May 27, 2016 |
Announcement of Share Repurchase |
| May 26, 2016 |
Announcement of Share Repurchase |
| May 25, 2016 |
Announcement of Share Repurchase |
| May 23, 2016 |
Announcement of Share Repurchase |
| May 18, 2016 |
Announcement of Share Repurchase |
| May 17, 2016 |
Announcement of Share Repurchase |
| May 16, 2016 |
Announcement of Share Repurchase |
| May 12, 2016 |
Announcement of Share Repurchase |
| May 11, 2016 |
Announcement of Share Repurchase |
| May 11, 2016 |
Announcement of Share Repurchase |
| May 09, 2016 |
Announcement of Share Repurchase |
| April 26, 2016 |
Disclosure of Member – State of Origination |
| April 22, 2016 |
Announcement of Share Repurchase |
| April 22, 2016 |
Announcement of Share Repurchase |
| April 21, 2016 April 20, 2016 |
Announcement of Share Repurchase Announcement of Share Repurchase |
| April 19, 2016 |
Announcement of Share Repurchase |
| April 18, 2016 |
Announcement of Share Repurchase |
| April 15, 2016 |
Formation of the newly elected Board of Directors into body |
| April 15, 2016 |
Decisions of the Annual General Meeting |
| April 08, 2016 |
Announcement of Share Repurchase |
| April 07, 2016 |
Announcement of Share Repurchase |
| April 07, 2016 |
Announcement of Share Repurchase |
| April 06, 2016 |
Announcement of Share Repurchase |
| April 05, 2016 |
Announcement of Share Repurchase |
| April 04, 2016 |
Announcement of Share Repurchase |
| April 01, 2016 |
Announcement of Share Repurchase |
| March 30, 2016 |
Announcement of Share Repurchase |
| March 29, 2016 |
Announcement of Share Repurchase |
| March 23, 2016 March 23, 2016 |
Announcement of Share Repurchase Announcement of Financial Results for the Fiscal Year 2015 |
| March 21, 2016 |
Announcement of Share Repurchase |
| March 17, 2016 |
Announcement of Financial Calendar 2016 |
| March 16, 2016 |
Announcement of Share Repurchase |
| March 16, 2016 |
Announcement of Share Repurchase |
| March 11, 2016 |
Announcement of Share Repurchase |
| March 11, 2016 |
Announcement of Share Repurchase |
| March 09, 2016 |
Announcement of Share Repurchase |
| March 09, 2016 |
Announcement of Share Repurchase |
| March 08, 2016 |
Installation ofSAPERPin all Subsidiaries of the Group |
| March 07, 2016 |
Announcement of Share Repurchase |
| March 07, 2016 |
Liquidation of Cypriot Subsidiary |
| March 07, 2016 |
Announcement of Share Repurchase |
| March 04, 2016 |
Announcement of Share Repurchase |
| March 02, 2016 |
Announcement of Share Repurchase |
| February 29, 2016 |
Announcement of Share Repurchase |
| February 29, 2016 |
Announcement of Share Repurchase |
| Date | Press Releases / Announcements |
|---|---|
| February 25, 2016 |
Announcement of Share Repurchase |
| February 24, 2016 |
Announcement of Share Repurchase |
| February 23, 2016 |
Announcement of Share Repurchase |
| February 19, 2016 |
Announcement of Share Repurchase |
| February 19, 2016 |
Announcement of Share Repurchase |
| February 17, 2016 |
Announcement of Share Repurchase |
| February 17, 2016 |
Announcement of Share Repurchase |
| February 15, 2016 |
Announcement of Share Repurchase |
| February 12, 2016 |
Announcement of Share Repurchase |
| February 12, 2016 |
Announcement of Share Repurchase |
| February 10, 2016 |
Announcement of Share Repurchase |
| February 10, 2016 |
Announcement of Share Repurchase |
| February 08, 2016 |
Announcement of Share Repurchase |
| February 01, 2016 |
Announcement of Share Repurchase |
| January 29, 2016 |
Announcement of Share Repurchase |
| January 27, 2016 |
Announcement of Share Repurchase |
| January 26, 2016 |
Announcement of Share Repurchase |
| January 25, 2016 |
Announcement of Share Repurchase |
| January 22, 2016 |
Announcement of Share Repurchase |
| January 21, 2016 |
Announcement of Share Repurchase |
| January 20, 2016 |
Announcement of Share Repurchase |
| January 19, 2016 |
Announcement of Share Repurchase |
| January 18, 2016 |
Announcement of Share Repurchase |
| January 15, 2016 |
Announcement of Share Repurchase |
| January 14, 2016 |
Announcement of Share Repurchase |
| January 13, 2016 |
Announcement of Share Repurchase |
| January 11, 2016 |
Announcement of Share Repurchase |
| January 11, 2016 |
Announcement of Share Repurchase |
| January 08, 2016 |
Announcement of Share Repurchase |
| January 07, 2016 |
Announcement of Share Repurchase |
| January 05, 2016 |
Announcement of Share Repurchase |
The Annual Financial Statements of the Company, the Audit Report of the Chartered Auditor- Accountant and the Management Report of the Board of Directors, as well as the Annual Financial Statements, the audit certificates of the Chartered Auditor-Accountant and the Reports of the Board of Directors of the companies that are incorporated in the consolidated financial statements of "THRACE PLASTICS SA" are registered on the internet at www.thracegroup.gr .
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