Annual Report • Mar 8, 2016
Annual Report
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(In accordance with Law 3556/2007)
| Statements of Members of the Board of Directors | 3 |
|---|---|
| Annual Report of the Board of Directors for the period 1/1 to 31/12/2015 | 4 |
| Auditors' Report of the Financial Statements |
37 |
| Statement of Financial Position (Consolidated and Separate) as at Dec, 31 2015 and at |
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| Dec, 31 2014 | 39 |
| Income Statement (Consolidated) for the period 1/1 to 31/12/2015 and 1/1 to |
|
| 31/12/2014 | 40 |
| Statement of Comprehensive Income (Consolidated) for the period 1/1 to 31/12/2015 | |
| and 1/1 to 31/12/2014 | 41 |
| Income Statement (Separate) for the period 1/1 to 31/12/2015 and 1/1 to 31/12/2014 |
42 |
| Statement of Comprehensive Income (Separate) for the period 1/1 to 31/12/2015 and |
|
| 1/1 to 31/12/2014 | 43 |
| Statement of Changes in Equity (Consolidated) for the period 1/1 to 31/12/2015 and 1/1 |
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| to 31/12/2014 | 44 |
| Statement of Changes in Equity (Separate) for the period 1/1 to 31/12/2015 and 1/1 to |
|
| 31/12/2014 | 45 |
| Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 31/12/2015 |
|
| and 1/1 to 31/12/2014 | 46 |
| Notes to the Annual Financial Statements (Consolidated and Separate) | 47 |
| Financial Data and Information for the period 1/1 – 31/12/2015 |
110 |
| Information pursuant to article 10 of Law 3401/ 2005 | 111 |
| Web site for the publication of the Annual Financial Report | 113 |
(In accordance with article 4 par. 2 L. 3556/ 2007)
The members of the Board of Directors of FOURLIS HOLDINGS SA
We confirm that to the best of our knowledge:
Maroussi, March 7 2016
The Chairman The Vice Chairman The CEO
Vassilis S. Fourlis Dafni A. Fourlis Apostolos D. Petalas
1/1 – 31/12/2015
(In accordance with L. 3556/ 2007)
Dear Shareholders,
Please find below, for your approval, the Annual Financial Report (Consolidated and Separate) of FOURLIS HOLDINGS S.A. for the period 1/1 - 31/12/2015.
The Group apart from the Company FOURLIS HOLDINGS S.A. also includes subsidiaries over which FOURLIS HOLDINGS S.A. has direct and indirect control.
The FOURLIS Group which consists of the parent Company FOURLIS HOLDINGS S.A. along with its subsidiaries and their subsidiaries is mainly operating in the Retail Trading of Home Furniture and Household Goods and the Retail Trading of Sporting Goods.
The subsidiary companies and their subsidiaries that are included in the consolidated financial statements for the year 2015, grouped per Segment and countries of operation are the following:
The retail trading of home furniture and household goods segment includes the following Companies:
The retail trading of sporting goods segment includes the following Companies:
The wholesale trading of electrical equipment segment includes the company SERVICE ONE S.A. which operates in Greece and the parent company had an indirect shareholding of 99,94% until 24/11/2015. On 24/11/2015, the subsidiary company FOURLIS TRADE S.A. included in the discontinued operation, sold, transferred and handed over by full ownership, possession and occupation the nominal shares of the company SERVICE ONE S.A. which correspond to 79,95% of its investment to the current paid up share capital of the company, to the third company ETYT LTD.
Discontinued operation includes:
The Group's consolidated data include, the following affiliated companies:
Sales for retail trading of Home Furniture and Household Goods (IKEA Stores) increased by 4,4% compared to the corresponding period of 2014 and sales of the retail trading of Sporting Goods (INTERSPORT & TAF Stores) increased by 5,7%. More specifically:
Despite the unfavorable market conditions in Greek market and the economic uncertainty, the Group's retail business gained significant market share in Greece and in other countries where the Group operates. The retail trading of Home Furniture and Household Goods (IKEA) segment, realized sales of € 279,5 million for the year 2015 (2014: € 267,7 million). The EBITDA totaled € 25,6 million compared to € 19,7 million in 2014 and reported profits before tax € 4,6 million versus € 1,1 million losses in 2014. On 31/12/2015, seven (7) IKEA Stores are operating, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria and six (6) Pick up Points with IKEA products five (5) of which in Greece (in Rhodes Island, Patra, Chania, Heraklion, and Komotini) and one (1) in Bulgaria (Varna). Moreover, e-commerce stores are operating in Greece, Cyprus and Bulgaria.
The retail trading of Sporting Goods segment (INTERSPORT and TAF Stores), realized sales of € 129,2 million for the year 2015 (2014: € 122,4 million). The segment's EBITDA for the year 2015 totaled € 10,9 million (€ 10,8 million in 2014), while recorded profits before tax € 2,8 million compared to € 4,3 million in 2014. The segment on 31/12/2015 has one hundred and six (106) INTERSPORT Stores versus one hundred and two (102) on 31/12/2014, analyzed as follows: forty seven (47) in Greece, twenty eight (28) in Romania, twenty two (22) in Turkey, five (5) in Bulgaria and four (4) in Cyprus. Moreover, e-shops are operating in Greece, in Romania and in Turkey for better customer service. Within the year 2015, through the subsidiary INTERSPORT ATHLETICS S.A., four (4) TAF stores in Greece (Piraeus 19/3/2015, Kifissia 19/3/2015, Glyfada 16/10/2015, Maroussi 27/10/2015) and two (2) in Turkey Istanbul (Metrocity 9/3/2015, Akbati 3/11/2015) started their operation. Moreover, within the 2nd semester of 2015, the new logistics center of INTERSPORT in Greece started its operation with automated systems of warehousing and order fulfillment which will gradually serve all companies of
the segment. All the relevant supply chain services are provided by the Group's company TRADE LOGISTICS which also supports HOUSEMARKET SA (IKEA stores) in Greece.
The continued operation of wholesale trading of electrical equipment segment includes repairing – maintenance services of electrical equipment implemented by the subsidiary SERVICE ONE SA until 24/11/2015 when 79,95% of the current paid up share capital of the company was transferred by the parent company FOURLIS TRADE SA with a contractual transfer agreement and the rest 20,05% within maximum two years. The continued operation of wholesale trading of electrical equipment segment recorded for the period 1/1/2015-31/12/2015 € 4,6 million sales compared to € 5,5 million in the corresponding period of 2014, while the EBITDA of the segment recorded losses € 0,1 million (€ 0,1 million in 2014) and € 0,6 million losses before tax compared to € 0,2 million in 2014.
Discontinued operation of the Group includes the wholesale trading of electrical equipment implemented by the subsidiary of the Group FOURLIS TRADE SA and the retail trading of fashion activity (NEWLOOK Stores). The Group within 2014 disinvested from the wholesale trading of electrical equipment segment, while the retail trading of Fashion Activity (NEW LOOK stores) segment has no stores operating any longer in Romania compared to seven (7) at the end of 2014. The termination of the operation of NEWLOOK stores network in Romania was completed within July 2015.
Consolidated profits before tax amounted to € 2,5 million compared to € 9,1 million losses in 2014. Net profit amounted to € 0,3 million compared to € 11,5 million losses in 2014.
In Greece, the Management of the Group adjusts its actions in the context formed by the macroeconomic environment. In other countries, where the Group operates, the business plan with selective investments was implemented not only in the retail trading of Sporting Goods (INTERSPORT and TAF Stores) segment but also in the retail trading of Home Furniture and Household Goods (IKEA Stores) segment.
In an effort to present a complete and real view of the Group's performance, we report the consolidated results per segment for the period 1/1 – 31/12/2015 versus 1/1 – 31/12/2014 at the following tables. Amounts are in thousands of euros.
| Retail Trading of Home Furniture and Household Goods (IKEA stores): | |
|---|---|
| --------------------------------------------------------------------- | -- |
| 2015 | 2014 | 2015/ 2014 | |
|---|---|---|---|
| Revenue | 279.547 | 267.744 | 1,04 |
| EBITDA | 25.554 | 19.665 | 1,30 |
| Profit before Tax | 4.576 | -1.067 | - |
| 2015 | 2014 | 2015/ 2014 | |
|---|---|---|---|
| Revenue | 129.231 | 122.352 | 1,06 |
| EBITDA | 10.926 | 10.830 | 1,01 |
| Profit before Tax | 2.836 | 4.310 | 0,66 |
| 2015 | 2014 | 2015/ 2014 | |
|---|---|---|---|
| Revenue | 4.570 | 5.474 | 0,83 |
| EBITDA | -99 | -53 | 1,87 |
| Loss before Tax | -627 | -168 | 3,73 |
| 2015 | 2014 | 2015/ 2014 | |
|---|---|---|---|
| Revenue | 1.142 | 17.899 | 0,06 |
| EBITDA | -2.905 | -3.521 | 0,83 |
| Loss before Tax | -3.185 | -6.823 | 0,47 |
In the comparative data of the period 1/1 – 31/12/2015 there is a distinct presentation of the discontinued operation of wholesale trading of electrical equipment through the company FOURLIS TRADE SA and the retail trading of fashion activity (NEW LOOK stores).
| 2015 | 2014 | 2015/ 2014 | |
|---|---|---|---|
| Revenue | 414.442 | 413.370 | 1,00 |
| EBITDA | 32.608 | 25.908 | 1,26 |
| Profit before Tax | 2.517 | -9.137 | - |
| Net Profit after Tax and Minority Interests | 253 | -11.475 | - |
We note that on a consolidated basis the Group's Total Equity (after minority interest) at December 31, 2015 amounts to € 157,6 million versus an amount of € 158,4 million of year end 2014.
Below please find basic Indicators for the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements included in the Annual Financial Report of the Group, for the years 2015 and 2014 respectively.
| 2015 | 2014 | |
|---|---|---|
| Current Assets/ Total Assets | 30,79% | 34,72% |
| Total Liabilities/ Total Equity & Liabilities | 62,33% | 64,59% |
| Total Equity (after minority interest)/ Total Equity & Liabilities |
37,67% | 35,41% |
| Current Assets/ Short Term Liabilities | 82,04% | 89,26% |
| 2015 | 2014 | |
|---|---|---|
| Operating Profit/ Revenues | 4,65% | 1,37% |
| Profit before tax/ Total Equity (after minority interest) | 1,60% | -5,77% |
During the period 1/1 – 31/12/2015 the following share capital changes were realised:
shareholder INTERSPORT ATHLETICS S.A. After the aforementioned share capital increase, the registration of which in the commercial register is completed, the share capital on 31/12/2015 amounts to RON 67.996.360,00 divided into 317.740 nominal shares of nominal value RON 214,00 each.
Apart from the above, no other changes in the share capital of the companies of the Group were made within the year 2015.
The parent company FOURLIS HOLDINGS S.A. does not have any branches.
The subsidiaries and especially the retail trading companies have developed a significant chain of stores in Greece and abroad.
Retail Trading of Home Furniture and Household Goods (IKEA stores): The Group operates seven (7) IKEA Stores, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria. Moreover, five (5) Pick up Points with IKEA products are operating in Greece in Rhodes Island, Patras, Chania, Heraklion and Komotini and one (1) in Varna of Bulgaria (23/7/2015) as well as three (3) ecommerce stores in Greece, in Cyprus (April 2015) and in Bulgaria (April 2015).
Retail trading of sporting goods (INTERSPORT and TAF stores): The segment currently operates one hundred and six (106) stores [forty seven (47) in Greece, twenty eight (28) in Romania, five (5) in Bulgaria, four (4) in Cyprus and twenty two (22) in Turkey]. INTERSPORT stores added to the network during period 1/1 - 31/12/2015: two (2) new stores in Greece and more specifically in Athens, in Kalithea (20/3/2015) and in Panormou (27/3/2015), one (1) new store in Romania in Bucharest Mega Mall (14/5/2015) and one (1) new store in Turkey in Istanbul Citys (10/9/2015).
Furthermore, TAF stores started their operation within 2015: four (4) in Greece, in Piraeus (19/3/2015), Kifissia (19/3/2015), Glyfada (16/10/2015) and Maroussi (27/10/2015) and two (2) in Turkey (Istanbul) in Metrocity (9/3/2015) and in Akbati (3/11/2015).
Below is a chart providing a comparison between FOURLIS HOLDINGS S.A. share price and Athens Stock Exchange General Index for the period 1/1/2015 to 31/12/2015.
The Extraordinary General Assembly of the Company on 27/9/2013, under the context of Stock Option Plan, approved the disposal of 1.507.678 stock options and authorized the Board of Directors to regulate the procedural issues and details. The program will be implemented in three waves, with a maturity period of three years per wave. Options must be exercised within five years since their maturity date. In case that there are undisposed options, after the allocation of options mentioned above, these options will be cancelled. The underlying share price of each wave is the closing market price of the share at the decision date of the Extraordinary General Assembly regarding the approval of the SOP.
On 25/11/2013, the BoD granted 502.550 stock options, which compose the first of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary
General Assembly.
On 24/11/2014, the BoD granted 502.550 stock options, which compose the second of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary General Assembly.
On 23/11/2015, the BoD granted 502.578 stock options, which compose the second of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary General Assembly.
During period 1/1 – 31/12/2015 no granted option based on the first and second wave of the SOP was exercised.
During period 1/1 – 31/12/2015 beneficiaries waived their right to exercise 35.895 options which were granted by the BoD on 25/11/2013, but also beneficiaries waived their right to exercise 6.081 options which were granted by the BoD on 24/11/2014.
After six (2008-2013) consecutive years of declining GDP growth (at constant market prices) and a weak growth break (2014), Greece returned within the year 2015 to a negative index of GDP change according to the temporary estimation of Hellenic Statistical Authority of 29/2/2016, the decline is determined to 0,3 % in an annual base, compared to the zero change anticipations.
Within the extremely adverse conditions such as those formed within the year 2015, the Management of the Group having wisely forged its long-term planning, managed for the first time in the crisis period to return within 2015 to profitability and at the same time to complete the turn of the Group to the purely lucrative operations of Retail Trading segments (IKEA and INTERSPORT & TAF Stores) without hesitating to disinvest from operations which burdened the Group's results (NEWLOOK, Wholesale trading of electrical equipment).
The year 2016, due to the anticipated increase of taxation social security, the pressure for loans payment of households and the gradual depletion of savings that households have withdrawn from banks, it is estimated that the consuming ability will be restricted. Therefore, the risk of prolongation of the recession exists.
The Management of the Group, given that the Group operates in Retail market, especially for Greece, takes into consideration the risks aforementioned and is extremely vigilant to confront any adverse changes taking all necessary measures (effective management of operating expenses and assurement of the financial resources for targeted investments funding not only in Greece but also in foreign countries). At the same time, within the planning of the year 2016, the Group does not underestimate current risks arising from the international environment such as the crisis of Middle East, the refugee
issue and the concerns for the consequences reflected to the global economy by the recession in China as well as the declining trends of petrol prices as a recording sample of the global economical development below the expected.
In the year 2016, the Management of the Group, with the expectation that the reforms agreed with our partners will be implemented in a short time, the outcome of the assessment will be positive and the stability in the political and economical segment will be embedded and having as a strong beginning the results of 2015 for the further improvement of all financial figures of the Group, the Group will proceed to the implementation of its business plan with selective investments in Greece and foreign countries that the Group operates, as follows:
In the retail trading of sporting goods (INTERSPORT stores) segment, with a current network of one hundred and six (106) stores in Greece, Romania, Bulgaria, Cyprus and Turkey as well as e-commerce stores in Greece, Romania and Turkey, within 2016 four (4) new stores are expected to be added to the existing network and one (1) e-commerce store in Cyprus. After the conduction of the agreement on 13/11/2014 and the franchise rights commitment regarding the operation of «The Athlete's Foot» stores in Greece and Turkey, it is expected that in eight years depth a network of fifty (50) stores will have been established in those two countries. On 31/12/2015, four (4) TAF stores are operating in Greece and two (2) in Turkey. By the end of 2016 six (6) new TAF stores are expected to be operating.
The Group's company TRADE LOGISTICS S.A. within the year 2015 completed the investment and has taken control of management of receipts/orders and warehousing of goods for the sporting goods segment and will gradually serve all companies of the segment. Today TRADE LOGISTICS S.A. provides logistics services for the support of IKEA stores and INTERSPORT and TAF stores within the context of gaining benefits from synergies among the companies of the Group. The policy of gaining benefits from synergies within the Group will continue for the year 2016 for all operations of the Group.
Education and training of human capital, the constant and fair evaluation in all levels as well as dedication to the values of the Group - "Integrity", "Respect" and "Efficiency" – continue to compose major comparative advantages through which the Group aims to achieve its goals.
Banks holiday imposed within the first 20 days of July 2015 and the continuous imposition of restrictions on capital transactions (capital controls) intensified not only financial uncertainty but also pressures on the financial system and fiscal aggregates.
Under this context, on July 8th 2015 the Greek Government submitted a request for 3-year financial assistance to the European Stability Mechanism ("ESM"). On July 12th 2015 the Euro Summit issued a
relative statement according to which the Greek Government must legislate a first set of measures as a prerequisite ("prior actions") for the opening of negotiations aiming to agree and finalize a new bailout program under the ESM. The Greek Parliament on July 15th and 23rd approved part of the prior actions set by the European Parliament. On July 28th discussions about the preparation of a new bailout program started and on August 14th the Eurogroup validated the agreement on the 3-year financial assistance program to Greece, of total amount € 86 billion.
Under the context of the financial environment constantly formed by the aforementioned facts, many risks arise the more important of which are related to liquidity of the financial system and companies, collectability of receivables, impairment of assets, income recognition, current debt settlement or/and satisfaction of terms and financial ratios, deferred tax assets recoverability, valuation of financial instruments, provisions adequacy and the possibility of continuation of the unrestricted operation of companies.
Under this context, the Group monitors and continually assesses developments and informs investors regarding every possible impact that the constantly formed conditions may have on its operation, financial position and results.
The Group is exposed to financial risks such as foreign exchange risk, credit risk, interest rate risk and liquidity risk. The management of risk is achieved by the central Treasury department, which operates under specific guidelines set by the Board of Directors. The Treasury department identifies, determines and hedges the financial risks in cooperation with the Groups' subsidiaries. The Board of Directors provides written instructions and directions for the general management of the risk, as well as specific instructions for the management of specific risks such as foreign exchange risk, interest rate risk and credit risk.
The Group is exposed to foreign exchange risk arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local. The percentage of the balance of suppliers in currency other than the publication currency (euro) is 15,36% of the total. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases pre - purchases foreign currencies.
The Group has diminuated the credit risk due to the disinvestment in the Segment of Wholesale Trading of Electrical Equipment and focuses in retail trading segments where goods are mainly paid in cash or credit cards discounts.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation,
may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities.
Cash flow risk is minimized via the availability of adequate credit lines and cash. Also, the Group has entered into Interest Rate Swap (IRS) contracts in order to face interest rate risk.
There are no other commitments and contingent liabilities that can affect the financial condition and results of the Group.
The Management of the Group took into consideration the current conditions and considers that fair value of investment property has not significantly changed since 31/12/2014.
Regarding the investments to subsidiaries in separate Financial Statements, the Management of the Group, no longer considers that there are impairment indications due to the fact that the subsidiaries present improved operating results and the current conditions are not expected to affect significantly their future cash flows. For the exact same reasons the Management of the Group does not consider that there are impairment indications of its assets.
There are no litigations or legal issues that might have a material impact on the Company and the Group's Consolidated Financial Statements for the period 1/1 - 31/12/2015.
In 2015, the FOURLIS Group successfully completed its planned Social Responsibility Program which included actions focusing on the support of its People and the Society, as well as on the protection of the Environment, aiming to create the conditions for a better life for everyone. At the same time, being an official member of the UN Global Compact since November 2008, the FOURLIS Group continued to implement actions, practices and policies with devotion to the ten (10) Principles of the UN Global Compact, relating to human rights, working conditions, environmental protection and anticorruption.
Aiming at the support of the Group's People, the Social Responsibility Department continued the EF ZIN wellness program, implemented since 2010, aiming to motivate employees towards a healthier lifestyle. In the context of this program all the Group's employees in Greece and Cyprus had the opportunity to participate in a free fat determination examination held at the Group's companies premises, in collaboration with experienced dieticians-nutritionists. The 305 employees who participated in the examination in Greece and Cyprus also had the opportunity to discuss with the dieticians-nutritionists any matters concerning their weight and their nutrition habits. They also took
part in a draw for 40 books and fairytales for nutrition, as well as for 5 two-month nutrition programs.
HOUSEMARKET (IKEA), in collaboration with the PanHellenic Association of Women with Breast Cancer "ALMA ZOIS"- Thessaloniki Branch, organized a speech regarding prevention and early diagnosis of breast cancer, open to all the Group's women employees in Thessaloniki, while the Group's established Sports Tournament took place in Cyprus in June and in Greece in October and the FOURLIS Group employees had the opportunity to compete in their favorite sport games.
Moreover the HOUSEMARKET (IKEA) employees continued to benefit from the weekly balanced diet menu available in all the HOUSEMARKET (IKEA) staff restaurants. The menu is prepared by experienced dieticians-nutritionists, based on the daily menu offered in the employees' restaurants in the HOUSEMARKET (IKEA) stores.
The Group's Scholarships program continued for the academic year 2014-2015, giving the opportunity to 5 students-children of the FOURLIS Group employees in Greece, who study away from their permanent place of residence and whose families are experiencing financial difficulties, to continue their studies.
Aiming to the support of the Society, the FOURLIS Group organized, as every year, Voluntary Blood Donations, in January and June 2015, held at the Group's premises. 299 employees participated in the action in Greece and Cyprus. Voluntary Blood Donations were also held at the Group companies in Bulgaria and Romania, with the participation of 164 employees in total.
The FOURLIS Group continued its social program aiming to support vulnerable social groups and especially children. Thus, HOUSEMARKET (IKEA) continued the municipal libraries refurbishing program, which it implements since 2014 in collaboration with the Volunteer Network "Journalists Acting" in remote areas of Greece. In 2015, HOUSEMARKET (IKEA) refurbished three libraries in total, in the villages Mouries in Kilkis and Dikaia and Metaxades in Evros, making them hospitable places of education and culture for children and young people. Moreover the FOURLIS Group, through HOUSEMARKET (IKEA) continued the public nursery schools support program implemented in collaboration with the municipal authorities. In 2015, HOUSEMARKET (IKEA) fully refurbishing eight municipal nursery schools in Athens, Thessaloniki, Thessalia and Epirus.
For a second year in a row, HOUSEMARKET (IKEA) organized the "TASTES OF OUR COUNTRY" events, aiming to support local production and local societies. The two-day events were hosted at the IKEA Thessaloniki, Larissa, Ioannina and Athens stores' parking areas where visitors had the opportunity to buy or taste local products as well as traditional dishes cooked by famous chefs. On the occasion of these events, HOUSEMARKET (IKEA) and the FOURLIS Group offered furnishings and other essential products equal to €23,000 (the equivalent of 5% of the IKEA stores sales on one day of the events in each city), for the support of the municipal nursery schools refurbishing program in the above areas.
HOUSEMARKET (IKEA) also continued its cooperation with the "BOROUME" Organization, through which HOUSEMARKET (IKEA) offers, on a daily basis, the meals not consumed in its stores' restaurants
in Greece, to Institutions and Organizations which take care of needy people. HOUSEMARKET (IKEA) also continued to host non-profit organizations in its stores, aiming to give visitors the opportunity to be informed about their social work and to support them if they wish to.
In October 2015 INTERSPORT implemented its own Social Responsibility Program named "WE REACH THE EDGES", in the context of which, since 2011, it visits public primary schools in remote areas of Greece and offers high specification equipment that can be used in training, athletic events, team ports and P.E. classes in general.
The INTERSPORT team was accompanied by renowned athletes who spoke to the children about the benefits of sports and healthy diet in their lives. In 2015, INTERSPORT visited 26 schools in the prefectures of Ilia, Arkadia and Messinia and more than 3.000 children.
In December 2015, just before the Christmas holidays, the FOURLIS Group employees in Greece and Cyprus collected and offered a total of 126 big boxes and 54 bags full of food and other necessary products to Organizations and Institutions in Attica, Thessaloniki, Larissa, Ioannina, Komotini, Rhodes, Patra, Chania, Heraklion and Cyprus.
In February 2015 HOUSEMARKET (IKEA) Cyprus completed and delivered three kitchens in primary schools, supporting the "COOK and OFFER" program implemented by the "SOPHIA FOR CHILDREN" Foundation in Cyprus all-day schools. In the context of the program, unemployed mothers of children who study at the schools, voluntarily cook, ensuring all children's meals throughout the school year.
In 2015 HOUSEMARKET (IKEA) Bulgaria continued its cooperation with UNICEF under which it undertook the refurbishing of education, entertainment, accommodation and protection infrastructures for children and young people.
Recognizing the urgent need to protect the environment and to save natural resources, the FOURLIS Group continued its recycling and energy saving programs in all the Group's premises.
Meanwhile, the operation of the photovoltaic park at the TRADE LOGISTICS innovative and fully automated logistics center continued. The operation of the photovoltaic park began in March 2013 and has an average production capacity of 1.380 MWh / year.
Finally, in June 2015, the Social Responsibility Department issued the Social Responsibility Report 2014, which was the sixth Report issued by the Social Responsibility Department, since the beginning of its operation.
As Related parties are considered the Company, the subsidiary companies, the associate companies and joint ventures, the Management and the first line managers and their connected individuals and legal entities (IAS 24). The major transactions, which were eliminated for the purposes of consolidation of financial statements between Group companies, are mainly selling goods among companies in the same segment and logistics services - supply, maintenance - repairs and
Detailed information on the related parties' receivables/ payables for the Group and the Company for the period 31/12/2015 and 31/12/2014 is analysed as follows (all amounts in th. euros):
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| FOURLIS TRADE SA | 0 | 0 | 6 | 79 |
| HOUSE MARKET SA | 0 | 0 | $\circ$ | 188 |
| INTERSPORT SA | 0 | 0 | 606 | 267 |
| SERVICE ONE SA | 0 | o | 11 | 9 |
| TRADE LOGISTICS SA | ō | Û | 13 | 35 |
| GENCO BULGARIA | 0 | 0 | 16 | 37 |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 3 | $\overline{\mathbf{2}}$ |
| H.M. HOUSE MARKET (CYPRUS) LTD | 0 | 0 | 14 | 8 |
| SPEEDEX SA | 7 | 0 | $\overline{7}$ | 0 |
| RENTIS SA | Ű | ō | 2 | $\overline{c}$ |
| HOUSE MARKET BULGARIA AD | 0 | 0 | 25 | 15 |
| GENCO TRADE SRL | 0 | O | 4 | 22 |
| INTERSPORT ATLETIK | ٥ | Ō | 14 | 23 |
| TRADE STATUS SA | 160 | 108 | 157 | 104 |
| Total | 167 | 108 | 877 | 790 |
| FOURLIS TRADE SA | $\circ$ | $\circ$ | 0 | $\circ$ |
| HOUSE MARKET SA | $\bf{0}$ | $\pmb{0}$ | 125 | 5 |
| INTERSPORT SA | 0 | 0 | $\alpha$ | $\overline{\phantom{a}}$ |
| SERVICE ONE SA | 0 | $\circ$ | 0 | $\bf{0}$ |
| TRADE LOGISTICS SA | 0 | $\theta$ | 1 | 1 |
| GENCO BULGARIA | 0 | $\circ$ | ũ | $\circ$ |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 0 | $\bf{0}$ |
| H.M. HOUSE MARKET (CYPRUS) LTD | 0 | 0 | 0 | 0 |
| SPEEDEX SA | 137 | 152 | $\ddot{\phantom{1}}$ | $\overline{\mathbf{2}}$ |
| RENTIS SA | $\mathbf{0}$ | $\bf 0$ | 0 | $\overline{0}$ |
| HOUSE MARKET BULGARIA AD | 0 | $\circ$ | 0 | $\bf{0}$ |
| GENCO TRADE SRL | 0 | $\bf{0}$ | 0 | $\circ$ |
| INTERSPORT ATLETIK | 0 | 0 | 0 | 0 |
| TRADE STATUS SA | $\mathbf{0}$ | 0 | $\bf{0}$ | |
| Management Members | 42 | $\bf{0}$ | Ö | 0 |
| Total | 180 | 152 | 127 | 15 |
Third Parties transactions for the period 1/1 to 31/12/2015 and for the period 1/1 to 31/12/2014 are analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Revenue | 111 | 100 | 3.986 | 3.660 |
| Other operating income | 65 | 34 | 746 | 598 |
| Total | 176 | 135 | 4.732 | 4.258 |
| GROUP | COMPANY | |||
| 2015 | 2014 | 2015 | 2014 | |
| Administrative expenses | 79 | 88 | 5 | 8 |
| Distribution expenses | 308 | 319 | $\circ$ | $\circ$ |
| Other operating expenses | $\circ$ | o | $\alpha$ | o |
| Total | 387 | 407 | 5 | 8 |
During the years 2015 and 2014 the following transactions have been applied among FOURLIS HOLDINGS SA and the subsidiaries of the Group:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Revenue | 24,724 | 17.432 | 3,884 | 3,660 |
| Cost of Sales | 19.364 | 13.736 | 3.460 | 3.208 |
| Other Income | 1.984 | 1,435 | 725 ,,,,,, |
598 |
| Administrative expenses | 4,682 | 3.689 | 12 | 29 |
| Distribution expenses | 2.598 | 8.635 | 0 | $\circ$ |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| rade receivables | 8.769 | 8.045 | 702 | 686 |
| Inventory | 272 | 213 | $\circ$ | |
| Creditors | an Participate Institutional 6,368 |
-1 5 8 8 9 8 9 9 5.545 |
126 | 13 |
The total number of employees of the Group as at 31, December 2015 and 31, December 2014 was 3.760 and 3.710 respectively. The total number of employees of the Company for the same reporting periods set above was at 86 and 76 respectively.
During periods 1/1 – 31/12/2015 and 1/1 – 31/12/2014, transactions and fees with the management members were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Transactions and fees of management 소리 지수는 어떻게 하나 아이들은 아이들이 나서 아니라 이 사람이 나라 아이들을 보내고 있다. members |
2.658 | 2.895 | 488 | SACTO 491 |
On 31/12/2015, the Company does not hold treasury shares and no treasury shares program is currently held.
The Company's share capital amounts to euros 54.561.784,54 and consists of 50.992.322 nominal shares with a nominal value of euro 1,07 each (31/12/2014: 50.992.322).
All the shares are common nominal shares, listed on Athens Stock Exchange (category: Medium Capitalization). Each share entitles to one vote, with an exception of the number of own shares that do not have the right to vote.
The shareholders' responsibility is limited to the nominal value of the shares that they own.
The transfer of shares of the Company is made as prescribed by law and there are no restrictions as to their transfer by the Company's Articles of Incorporation.
On 31/12/2015, the following shareholders owned more than 5% of the voting shares of the Company:
The Company does not have any preference shares.
There are no restrictions to voting rights arising from the Company's Articles of Incorporation.
The Company is not aware of any Shareholder agreements resulting in restrictions to transfer of shares or to their voting rights as it is prescribed by the Company's Articles of Incorporation.
The rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Incorporation do not differ to those prescribed by Codified Law 2190/1920.
1) According to Art 13 par 1 (b) of Law 2190/ 1920 and the Art 4 par. 1 of Articles of Incorporation, during the first 5 years from the Shareholders General Assembly resolution, the Board of Directors has the right, based on a majority of 2/3 of total members, to: a) Increase Share Capital in total or partially through the issue of new shares for an amount that cannot exceed 1/2 of the paid in share capital at the date that Board was awarded the aforementioned right and b) Issue Corporate bonds that will be converted to shares for an amount that cannot exceed 1/2 of the paid in share capital. In this case the provisions of paragraphs 2, 3 and 4 of article 3a of Law 2190/ 1920 are implemented. The Share Capital increases according to the above do not constitute an amendment of the Articles of Incorporation. The aforementioned General Assembly decision has to be published in accordance with Article 7b of Law 2190/ 1920.
The authority of the Board of Directors can be renewed from the General Assembly with a decision that has to be published in accordance with Art. 7b of Law 2190/ 1920, for a time spread that will not exceed 5 years, for every renewal and its validity commences after each 5 years period end.
In case that the Reserves exceed 1/4 of the paid in capital then for a Share Capital increase a decision of the Shareholders General Assembly is obligatory along with an amendment of the corresponding article of Articles of Incorporation. All the above decisions are valid with a presence greater than the 2/3 of the paid in capital representatives.
In case of non presence of the 2/3, the 1st Repeated General Assembly will take place within 20 days from the General Assembly date was cancelled. The 1st Repeated General Assembly has to be announced 10 days before. The 1st Repeated General Assembly is valid if at minimum, the 1/2 of the paid in capital representatives are physically present.
In case of a non presence of the 1/2, the 2nd Repeated General Assembly will take place within 20 days from the 1st Repeated General Assembly date was cancelled. The 2nd Repeated General
Assembly has to be announced 10 days before. The 2nd Repeated General Assembly is valid if at minimum, the 1/5 of the paid in share capital representatives are physically present.
These decisions of the General Assembly of shareholders are considered by a majority of two thirds (2/3) of the votes represented therein.
2) The A' Repeated Annual General Assembly of shareholders of" FOURLIS Holdings SA " on 30/6/2008, acting under the provisions of paragraph 13 of Article 13 and paragraphs 3 and 4 of Article 29 and paragraph 2 of Article 31 of Law 2190/ 1920, implemented a stock option plan (Stock Options) - hereinafter "Program" - to executives of the Company and its affiliated companies within the meaning of paragraph 5 of article 42e of this Act, and authorized the Board of Directors, to regulate procedural matters and detail. The Board of Directors, under the terms of the plan and the law gives to recipients, who exercised their right, certificates of right to obtain shares and issue and deliver the shares in these recipients, increasing the share capital of the Company certifying the capital increase. These increases in share capital are not amendments to the Articles of Incorporation. The Board of Directors during the last months of the fiscal year within which capital increases occurred, as determined above, must adjust, with its decision, the article of Incorporation on the capital, so as to predict the amount of capital, as shown after these increases, made public in compliance with Article 7b.
3) The Annual General Assembly of shareholders of "FOURLIS Holding SA" of 11/6/2010 decided, in accordance with Article 16 of Law 2190/ 1920, to approve the purchase from the company's shares buy back, until the number of 2.547.646 shares (5% of share capital paid in) within 24 months of approval, namely 11/06/2012, with a minimum acquisition price of one euro (1.00 euro) per share and maximum twenty euro (20.00) per share in accordance with the Article 16 of L. 2190/ 1920 and authorized the Board of Directors to determine, but within the above framework, the exact timing, number and price for acquisition of such shares.
4) The Annual General Assembly of shareholders of "FOURLIS Holding SA" of 15/6/2012 decided, in accordance with Article 16 of Law 2190/ 1920, to approve the purchase from the company's shares buy back, until the number of 2.549.616 shares (5% of share capital paid in) within 24 months of approval, namely 15/6/2014, with a minimum acquisition price of fifty cents (0.50 euros) per share and maximum fifteen euro (15.00) per share, in accordance with Article 16 of L. 2190/ 1920 and authorized the Board of Directors to determine, but within the above framework, the exact timing, number and price for acquisition of such shares.
Related to the program on the issue of new shares and the share buybacks for the period 1/1 to 31/12/2015, more details listed above, in the Board of Directors Report in paragraph 6 Stock Option Plan.
5) The Extraordinary Annual General Assembly of shareholders of " FOURLIS Holdings SA " of 27/9/2013, acting under the provisions of paragraph 13 of Article 13 and paragraphs 3 and 4 of Article
29 and paragraph 2 of Article 31 of Law 2190/ 1920, decided the implementation of a stock option plan - hereinafter "Program" - to executives of the Company and its affiliated companies within the meaning of paragraph 5 of article 42e of this Act and authorized the Board of Directors, to regulate procedural matters and detail. The Board of Directors, under the terms of the plan and the law gives to recipients, who exercised their right, certificates of right to obtain shares and issue and deliver the shares in these recipients, increasing the share capital of the Company certifying the capital increase. These increases in share capital are not amendments to articles of Incorporation. The Board of Directors during the last month of the fiscal year within which capital increases occurred, as determined above, must adjust, with its decision, the article of Incorporation on the capital, so as to predict the amount of capital, as shown after these increases, made public in compliance with Article 7b.
There are no significant agreements the issuer has entered into, which come into force, are amended or terminate in the event that there are changes in control due to listing of the Company on the stock exchange.
There are no agreements that the issuer has entered into with members of the Board of Directors or its employees, which provide for indemnity in the event of termination or redundancy without cause due to the listing of the Company on the stock exchange.
According to Law 3873/2010 article 2, paragraph 2, the Board of Directors declares the following:
a) Reference on the Corporate Governance Code which the company is coming under or has voluntarily decided to comply with and the website that can be found.
The Company has decided (Board of Directors decision on 28/2/2011) to voluntarily comply with the Greek Code of Corporate Governance that was drafted at the initiative of SEV for Listed Companies and was later modified for the first time by the Greek Council of Corporate Governance (GCCG) on 28/06/2013. GCCG was founded in 2012 and is the outcome of the collaboration between Greek Exchanges and SEV. Its purpose is to monitor the implementation of the Greek Code of Corporate Governance from greek companies and generally to operate as a specialized body for the expansion of the principles of the corporate governance and the incessant growth of Greek market's credibility among international and domestic investors.
The GCCG is a member of the European Corporate Codes Network and expert contributor of World Bank for the exhibition Doing Business for the indicator Protecting Investors (www.doingbusiness.org). The composition of the 15-member Board, as well as of the Committees and Working Groups of GCCG follows the principle of diversity. Specialists from Greece and abroad participate from different segments such as: audit, investment, business, supervision, legal, consulting, banking and stock market.
In the composition of the 15-member of the GCCG the Chairman of the BoD of the Company participates while executives of the Group participate in the Committees and Working Groups of the GCCG. The Greek Code of Corporate Governance is posted on the websites of the Greek Council of Corporate Government at: http://www.esed.org.gr.
The purpose of Greek Code of Corporate Governance is the constant improvement of the greek institutional framework and general business environment, as well as the increase of investors' confidence not only towards the sum of listed companies but also each one of them and the broadening of attraction horizons of investment capitals.
The Corporate Governance Greek Code contains two types of provisions: "general principles", which are addressed to all companies, listed or not and "special practices" which only refer to listed companies. The purpose of General principles is to provide a general framework within which principles can be addressed and more issues of corporate governance can be resolved, either of a listed company or not. Each principle is followed by one or more specific practices that further develop the general principles and guide their implementation within the regulatory and ownership structure of listed companies. The Code follows the approach of compliance or explanation and has the following demands of the listed companies which chose to implement it: the disclosure of their intention and either their compliance with all the specific practices of the Code or their explanation of the reasons leading them not to comply with these specific practices.
The general principles of the Code cover the following topics:
Communication with shareholders
The General Assembly of shareholders
Whenever Corporate Governance Code refers to existing, mandatory legal rules present tense is used to distinguish these requirements from the voluntary practices of the code.
Indicative, the following Corporate Governance practices applied by the company in addition to the provisions of the Law (Law 3016/2002, Law 3693/2008 ar. 37 and Common Law 2190/1920):
c) Description of the main characteristics of internal control and risk management of the company in relation to the process of preparation of financial statements
The company has developed and implements a process for issuing the financial statements (consolidated and separate) and the Financial Report. The Group companies record their transactions in their information systems and through automated procedures the consolidation application is updated. Crosschecking of data is performed and is reviewed (intra - group transactions, receivables and payables, etc.). Elimination and consolidation entries are recorded and the financial statements with the associate notes are developed. After the completion of audit procedures, the Financial Report that includes the financial statements is submitted to the Board of Directors for approval.
The main characteristics of the internal control and risk management systems employed by the Company in connection with the process of preparation of the financial statements and the Financial Report are the following:
During the year no Takeover Bids or Business Combination took place.
e) Information about the General Shareholders Assembly, mode of operation, description of the rights of the shareholders and how these can be exercised
The convocation of General Assembly of Shareholders of the Company is in accordance with the Law 2190/ 1920, as in force.
Regarding the operating method of the General Assembly, the Company follows the practices mentioned below:
The Company, according Law 3884/ 2010, in its first adaption at the convocation of the Annual General Assembly of 2011, takes all measures for the consistent process and to ensure the Shareholders rights.
The responsibilities of the General Assembly are mentioned in the Extract of the Article of Incorporation of the Company which is posted on its website: http://www.fourlis.gr
The Board, its independent members and all members of Audit Committee, are elected by the Annual General Assembly of shareholders held on 15/6/2012. The term of Board members in accordance with the articles of Incorporation and of members of Audit Committee, ends during the first half of 2017, when the Ordinary General Assembly of Shareholders will elect new Board.
According the decision of the Board on 27/5/2014, the independent non-executive member Mr Eftyxios Vasilakis was elected as Independent Vice-President of the Board of Directors and the Committee of Nomination and Remuneration was reconstituted.
After the aforementioned replacement the new BoD was constituted as follows:
| Chairman, Executive Member, Member of Nomination and Remuneration Committee |
Vassilis S. Fourlis |
|---|---|
| Vice – Chairman, Executive Member, Member of Nomination and Remuneration Committee |
Dafni A. Fourlis |
| Independent Vice – Chairman, Independent Non – Executive Member, Member of Nomination and Remuneration Committee |
Eftichios Th. Vassilakis |
| CEO, Executive Member | Apostolos D. Petalas |
| Director, Executive Member, Corporate Social Responsibility Director | Lida S. Fourlis |
|---|---|
| Director, Non – Executive Member, Audit Committee Head | Ioannis Ev. Brebos |
| Director, Independent Non - Executive Member, Member of Nomination and Remuneration Committee |
Pavlos K. Triposkiadis |
| Director, Independent Non – Executive Member, Member of Audit Committee |
Ioannis K. Papaioannou |
| Director, Independent Non – Executive Member, Member of Nomination and Remuneration Committee |
Ioannis A. Kostopoulos |
Short CV's of the members of the Board of Directors as well as of the Company's Secretary Mr Ioannis Zakopoulos are presented on the Company's website: (http://www.fourlis.gr)
The Articles of Incorporation provide for the Board of Directors to be composed of 3 to 9 members. The Company has elected its Board with the maximum permitted number of Directors to ensure the diversity of gender, age, knowledge, qualification and experience serving the objectives of the Company as well as the balance between executive and non-executive members.
The main responsibilities of the Board of Directors include:
Ensuring that there is a satisfactory process for monitoring the company's compliance with relevant laws and regulations.
Deciding on and monitoring the effectiveness of the company's governance processes including its system of decision - making and delegation of authorities and duties to other key executives.
Company's policy of equal opportunities and diversity is posted on its website (http://www.fourlis.gr) and briefly includes the following:
FOURLIS Group is committed to provide equal opportunities for all employees and qualified applicants for employment, at all levels of hierarchy, regardless of race, color, religion, national origin, gender, sexual orientation, age, disability, marital status, or any other characteristic protected by law. FOURLIS Group expressly prohibits any discrimination or harassment based on these factors.
Affirmative action will be taken to ensure that all employment decisions, including but not limited to those involving recruitment, hiring, promotion, training, compensation, benefits, transfer, discipline, and discharge, are free from unlawful discrimination.
The Group encourages a safe and healthy work environment, free from discrimination, harassment and retaliation. All employment-related decisions are based on an individual qualification, performance and behavior, or other legitimate business considerations.
FOURLIS Group will provide reasonable accommodation to otherwise qualified employees with a disability consistent with the law. What constitutes a reasonable accommodation depends on the circumstances and thus will be addressed by the Group on a case-by-case basis.
With a view to achieving a sustainable and balanced development, the Group sees increasing diversity at the Board & Executive Officers level as an essential element in supporting attainment of its strategic objectives and its sustainable development.
Certain minimum qualifications for Board members & Executive Officers candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation to the Board and its committees. Candidates should possess individual skills, experience and demonstrated abilities that help meet the current needs to the Group.
Board & Executive Officers' diversity is based on a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service.
All Board & Executive Officers appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.
Below, data on the proportion of each gender and age of Board members and Senior Executives are presented:
| Board of Directors | HC Total | % |
|---|---|---|
| Male | 7 | 78% |
| Female | 2 | 22% |
| Grand Total | 9 | 100% |
The age range of the members of the BoD varies from 48 to 75 years old.
| Executive Officers | HC Total | % |
|---|---|---|
| Male | 27 | 79% |
| Female | 7 | 21% |
| Grand Total | 34 | 100% |
The age range of the Executive Officers varies from 39 to 61 years old.
The policy of conducting transactions between subsidiaries of the Company and related parties aims at the timely information of the desired transaction and approval obtaining before its implementation. The policy applies to all new transactions exceeding the amount of € 20.000 per type of transaction annually. In case of existing transactions, approval is required for substantial modification of contract terms in force (new customer, new transaction, expansion of the duration, credit terms amendment, pricing conditions amendment etc).
The Board shall meet with the necessary frequency so as to effectively perform its duties. At the beginning of each calendar year, the Board adopts a meeting agenda and a 12-plan action plan, which may be revised depending on the needs of the Company.
The evaluation of the Board and its Committees takes place annually through questionnaires completed by the members of the Board, which are then processed by the Company's Secretary and presented to the Board at its November meeting.
The policy and principles of the Company regarding the form of executive board members' remuneration as well as the method of calculation of board members' variable remuneration, including quantitative and qualitative criteria taken into consideration, are summarized as follows:
Compensation is a fundamental component of employment and one of the most critical HR management policies. With the term "Compensation" we intend: base salary, bonus or incentive plans (if the position is eligible to such incentives) and benefits.
FOURLIS Group has established and communicates transparent and clear principles by which Executive BoD members, are paid with the aim to ensure fairness and equity. The Compensation Policy of FOURLIS Group is based on objectives and up-to-date job descriptions, effective job
evaluation and performance management.
All compensation and benefits are shown in the offer letter and/ or the employment contract; there are no unlisted, "off-agreement" incentives or benefits allowed. Compensation includes base salary, management upon objectives, stock option plan and other incentives in kind. The Group does not tolerate any form of discrimination, as described in the Group Equal Opportunities and Diversity Policy. All employment-related decisions, including decisions on compensation, are based on an individual qualification, performance and behaviour, or other legitimate business considerations.
FOURLIS Group collaborates with well-known consultancy firms, with international experience, in order to get the appropriate market benchmarking on Compensation & Benefits trends and establish its own salary range. The market benchmarking is conducted once a year to ensure that the Group policy is in line with the employment market practices for each targeted position within that market, as well as to ensure internal equity.
FOURLIS Group Compensation policy has established the criteria for new hires/ existing Executive BoD Members placement on the salary range. The criteria include the new hires/ existing Executive BoD Members experience and specific skill sets related to the position.
In order to ensure fair and equitable compensation practices, FOURLIS Group has clearly established, communicate and apply decision-making criteria for salary increases. Decisions on salary increases are based on cost of living and performance (merit).
As a guideline for management, the performance ratings should normally follow a typical distribution (gauss/bell curve), depending on the maturity of each FOURLIS Group Company. The Group HR Function provides the appropriate distribution to the Group Companies. The typical distribution guideline is recommended in order to fairly apply the performance system to all individuals and to maintain the approved company budget. Merit increase pay out may change from year to year and are determined by how successful the Group Companies have been as a profit making business.
Salary reviews are conducted annually in conjunction with performance reviews.
The Management by Objectives is an optional reward, decided annually and is awarded each time by the decision of the Group Management, which chooses its level, size and way of implementation.
Under this decision, the program "Management by Objectives" (MBO) is based on Group, Company and/ or Personal (departmental) Objectives, which will be accomplished during each year.
The MBO program is designed to strengthen our Group's strategy, support the view that we should reward contribution, and is targeted on:
The General Assembly of the Shareholders of Fourlis Holdings S.A. targets through the SOP program, to attract, maintain and motivate the Executive BoD Members, since through this program, the participants derive direct interest as shareholders of the company and they will connect their performance with the future performance of the Company, as this is mirrored to the share price increase.
The FOURLIS Group following the market trends, in order to further motivate its Executives BoD Members has in place a benefit in kind policy which includes: health and life insurance plan, pension scheme, company car as well as some other minor benefits.
The remuneration of the Board of Directors is approved by the Annual General Assembly of shareholders.
The functioning of the Board of Directors is detailed in the Board Internal Regulation. The Board Internal Regulation contains the following sections:
The function of the Board is supported by two committees: the Audit Committee and the Nomination
and Remuneration Committee.
The Audit Committee is appointed by the General Assembly of shareholders (Article 37 of Law 3693/2008). The main responsibilities of the Audit Committee are the following:
The function of the Audit Committee is detailed in the Corporate Governance Code and the Audit Committee Charter approved by the Board and posted on the website of the Company (http://www.fourlis.gr). The Audit Committee since its inception (early 2003) and by the end of 2015 held 50 meetings (4 meetings/ year). Each regular meeting of the year 2015 was attended by Executives of the Financial Department of the Company and by the external auditors of the company. The minutes of the Audit Committee are distributed and approved in the next meeting of the BoD.
The main responsibility of the Nomination and Remuneration Committee is to lead the procedure of submission of nominations for the election of Board and submits proposals to the Board of Directors their remuneration. The annual ordinary meeting of the Nomination and Remuneration Committee is held in October of every year before the configuration of budget of the next year. The minutes of the Nomination and Remuneration Committee are distributed and approved in the next meeting of the BoD.
The Nomination and Remuneration Committee is responsible for:
Reviewing and making proposals to the Board of Directors on the total annual package of variable (beyond salary) compensation in the Company.
Reviewing and proposing to the Board of Directors (and, via the Board of Directors, the General Assembly of shareholders, when required) on the stock option and/ or share award programs.
The function of the Nomination and Remuneration Committee of the Board of Directors is detailed in the Charter of the Committee approved by the Board of Directors and posted on the web site of the Company (http://www.fourlis.gr). The Nomination and Remuneration Committee Charter contains the following sections:
The Company complies with the Greek Code of Corporate Governance with minor deviations that are presented and explained in the following table.
| Greek Code of Corporate Governance (first modification June 2013) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Greek Code |
|---|---|
| Board members must be elected by shareholders at a maximum term of four (4) years (specific practice 5.1 Nomination of Board Members) |
An amendment on Articles of Incorporation is required, which is a decision of the General Assembly. It will be proposed as a change by the termination of the term of the members of the current Board of Directors. |
| The evaluation of the performance of the Board and its Committees should take place at least every 2 years in line with a clearly established procedure. The evaluation exercise should be led by the Chairman and its results discussed by the Board. The Chairman should act on the results of the |
The responsibilities of the Board of Directors include the assessment of its Committees. For the evaluation of the effectiveness of the Board, the Company has ended to the use of questionnaires completed by the members of the Board, which will be processed by the |
| Greek Code of Corporate Governance (first modification June 2013) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Greek Code |
|---|---|
| performance evaluation by addressing the weaknesses of the Board. The Board should also evaluate the performance of its Chairman. This should be led by the independent Vice - Chairman, if appointed, or by another non - executive Board member (specific practice 7.1, Board evaluation). |
company's Secretary and presented annually to the Board during the last meeting of the year. |
| The non - executive Board members should convene periodically without the executive members in order to evaluate the latter performance and discuss their remuneration (specific practice 7.2, Board evaluation). |
|
| If stock options are granted, they shouldn't mature in less than three (3) years from grant date (special practice 1.2, Level and structure of remuneration). |
The stock option plan (SOP program) in force, provides maturity to stock options in less than three (3) years from grant date. In case of a new SOP program, there will be a revision of this specific special practice. |
| Executive Board members' contracts should provide that the Board may demand full or partial recovery of any bonuses awarded on the basis of restated financial statements of previous years or otherwise erroneous financial data used to calculate such bonuses (specific practice 1.3, Level and structure of remuneration). |
The existing contracts of the Company do not include this term, but a specific reference has been made to the last revision of the Code of Conduct distributed to all the employees of the Company. |
Concluding the Annual Report of the Board of Directors and taking into account both the funding needs of development projects of the Company and the general economic environment, we propose to the Annual General Assembly of Shareholders for the year 2016, not to distribute any dividend.
This Report, the Annual Financial Statements of the year 2015, the Notes on the Annual Financial Statements along with the Auditors Report, they are published at the Group's web site, address: http://www.fourlis.gr.
Maroussi, March 7 th 2016
The Board of Directors
The annual Financial Statements (consolidated and separate) included in pages 39 to 109 are in accordance with the IFRS as applied in the European Union and approved by the Board of Directors of "Fourlis Holdings SA" on 7/3/2016 and are signed by the following:
Chairman of the Board of Directors CEO
Vassilis St. Fourlis ID No. S - 700173 Apostolos D. Petalas ID No. ΑΚ - 021139
Finance Manager Controlling & Planning Chief Accountant
Maria I. Theodoulidou ID No. Τ - 134715
Sotirios I. Mitrou ID No. ΑI – 557890 Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. Chimarras 8B 151 25, Maroussi, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
To the Shareholders of «FOURLIS HOLDING S.A.»
We have audited the accompanying separate and consolidated financial statements of FOURLIS HOLDING S.A. ("the Company"), which comprise the separate and consolidated statements of financial position as at December 31, 2015, and the separate and consolidated statements of income and comprehensive income, statements of changes in equity and cash flow statement for the year then ended, and a 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 controls 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 of Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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.
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. Chimarras 8B 151 25 , Marousi
Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of FOURLIS HOLDING S.A. as at December 31, 2015, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Athens, March 7, 2016
The Certified Auditor Accountant
PANAGIOTIS PAPAZOGLOU S.O.E.L. R.N. 16631 ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARRAS 8B 151 25 MAROUSSI S.O.E.L. R.N. 107
(In thousands of Euro, unless otherwise stated)
| Group | Company | |||
|---|---|---|---|---|
(In thousands of Euro, unless otherwise stated)
| 1/1-31/12/2015 | 1/1-31/12/2015 | 1/1-31/12/2015 | 1/1-31/12/2014" | 1/1-31/12/2014" 1/1-31/12/2014" | |||
|---|---|---|---|---|---|---|---|
| Note | Continuing Operations |
Discontinued Operations |
Total Operation | Continuing Operations |
Discontinued Operations |
Total Operation | |
| Revenue | 5,29 | 413.300 | 1.142 | 414.442 | 395.471 | 17,899 | 413.370 |
| Cost of Goods Sold | 5,29 | 242.332) | (1.016) | (243.348) | (234.319) | (14.595) | (248.914) |
| Gross Profit | 170.968 | 126 | 171.094 | 161.151 | 3.304 | 164.456 | |
| Other operating income | 6,29 | 3.535 | 272 | 3.807 | 7.861 | 1.265 | 9.126 |
| Distribution expenses | 6,29 | (132.638) | (2.441) | (135.080) | (134.115) | (5.759) | (139.874) |
| Administrative expenses | 6,29 | (18.770) | (785) | (19.555) | (22.157) | (3.660) | (25.817) |
| Other operating expenses | 6,29 | 882 | (116) | (998) | (1.068) | (1.155) | (2.223) |
| Operating Profit / (Loss) | 22.213 | (2.944) | 19,268 | 11.672 | (6.004) | 5.668 | |
| Total finance cost | 6.29 | (14.705) | (252) | (14.957) | (13.509) | (916) | (14.425) |
| Total finance income | 6.29 | 1.055 | 11 | 1.066 | 1.223 | 97 | 1.320 |
| Contribution associate companies losses | (2.391) | 0 | (2.391) | (1.700) | 0 | (1.700) | |
| Contribution to losses of subsidiary sale | (469) | 0 | (469) | 0 | 0 | 0 | |
| Profit / (Loss) before Tax | 5.703 | (3.185) | 2.517 | (2.315) | (6.823) | (9.137) | |
| Income tax | 23 | (2.709) | 444 | (2.265) | (1.067) | (1.895) | (2.962) |
| Tax L.4172 Tax Free Reserves | 23 | 0 | 0 | 0 | 625 | 0 | 625 |
| Net Income/Loss (A) | 2.994 | (2.741) | 253 | (2.757) | (8.718) | (11.475) | |
| Attributable to: | |||||||
| Equity holders of the parent | 2.994 | (2.741) | 253 | (2.757) | (8.718) | (11.475) | |
| Non controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | |
| Net Income/Loss (A) | 2.994 | (2.741) | 253 | (2.757) | (8.718) | (11.475) | |
| Basic (Losses)/Earnings per Share (in Euro) |
24 | 0.0587 | (0.0538) | 0,0050 | (0,0541) | (0, 1710) | (0, 2250) |
| Diluted (Losses)/Earnings per Share (in Euro) |
24 | 0.0576 | (0.0527) | 0,0049 | (0,0534) | (0, 1690) | (0.2225) |
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
(In thousands of Euro, unless otherwise stated)
| Group | ||||
|---|---|---|---|---|
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
(In thousands of Euro, unless otherwise stated)
| COMPANY | |||||
|---|---|---|---|---|---|
| Note | 1/1 – 31/12/2015 | 1/1 – 31/12/2014 | |||
(In thousands of Euro, unless otherwise stated)
| COMPANY | |||
|---|---|---|---|
| Note | 1/1 – 31/12/2015 | 1/1 – 31/12/2014 | |
(In thousands of Euro, unless otherwise stated)
| Share Capital | Share gremlum reserve |
Reserves | Reveluation Reserves |
Foreign currency translation from foreign operations |
Retained earnings/ (Accumulated Icases) |
Total | Non-controlling Interest |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1.1.2014 | 50.992 | 11.665 | 38.629 | o | 2754) | 70.456 | 168.988 | 朗 | 168.989 |
| Total comprehensive incornel(loss) for the period | |||||||||
| Profit or loss | 훈 | ō | Ð. | a. | [11.475] | [11.475] | 図 | (11.475) | |
| Foreign currency translation from foreign operations | a | а | œ | O. | $\mathcal{C}$ | 目图 | (15) | Ø. | 200 |
| Effective partian of changes in fair value of cash flow hedges |
α | 88 | ōl | o | O) | 81 | œ | 81 | |
| Actuarial gains (losses) on defined benefit pension plan |
œ | œ | ΰİ | Ð | 505 | 55% | œ | うり | |
| Valuation of financial assets available for sale | œ | ø | G | Ð. | 0 | Ũ. | ū | 頣 | Ū |
| Total other comprehensive income/loss | ۰ | ٥ | 81 | ۰ | 医 | 884 | 80 | o | GSU |
| Total comprehensive incornelloss for the parlod after taxes |
œ | o | 81 | ۰ | 薗 | (215) | (12.164) | ۰ | (2195) |
| Transactions with shareholders, recorded directly in equity | |||||||||
| Share Capital Increase due to reserves capitalization | 3.569 | (250) | 3289 | D. | ō. | O. | ū | œ | Ð |
| SOP Reserve | œ | 훈 | 179 | Ð. | a | 267 | 445 | 頣 | 445 |
| Reserves from fixed Assets Revaluation. | 여 | a | 瑕 | 周 | Ð | O. | 753 | œ | 753 |
| Reserves | ū | 556 | ΰİ | Ð | (145) | 411 | œ | 411 | |
| Net income directly booked in the statement movement in Equity |
8 | a | 【服务 | Ð. | 0 | 1.696 | 이 | ø | 0 |
| Total transactions with shareholders | 3.589 | 26.) | 4.251 | 瓲 | a | 1.818 | 1,000 | ٠ | 1,609 |
| Balance at 31.12, 2014 | 54562 | 11.385 | 34.459 | 753 | 2840 | 60.114 | 158.433 | Π| 158.433 |
| Balance at 1.1.2015 | 54.562 | 11.385 | 34.459 | 753 | (2840) | 60.114 | 158 433 | ø | 158.433 |
| Total comprehensive incornel(loss) for the period | |||||||||
| Profit or loss | 현 | G | Ð. | 0 | 253 | 253 | 頣 | 253 | |
| Foreign currency translation from foreign operations | a | Ð | ø | O. | [1440] | O. | (1.440) | ø | [144] |
| Effective partian of changes in fair value of cash flow | |||||||||
| hedges | n | o | 29 | ōl | o | O) | 29 | œ | 29 |
| Actuarial gains (losses) on defined benefit pension plan |
혅 | 0 | 頂 | o | Ð | 书册 | 150 | œ | 150 |
| Total other comprehensive income/loss | ۰ | ٥ | 29 | o | (1,440) | ŧЮ | (1.261) | ٥ | 推薦 |
| Total comprehensive income/loss for the period after taxes |
G. | ٥ | 29 | o | (1.440) | 403 | (1.008) | Œ | 100 |
| Transactions with shareholders, recorded directly in equity | |||||||||
| Share Capital Increase due to reserves capitalization | O. | 受り | ø | O. | 회 | 0 | 酒 | Ø. | 立目 |
| SOP Reserve | ë | ā | 845 | 회 | a. | (33) | 505 | œ | 505 |
| Negative Net Equity of non Consolidated Entities | œ | 11 | (56) | D) | 0 | 45 | ū | Ø | g |
| Valuation of financial assets available for sale | œ | 홰 | (254) | Ð. | a. | O. | (54) | 鴎 | 264 |
| Flesenves | D | o | 191 | (35) | Đ) | [191] | (31) | DØ | (33) |
| Net income directly booked in the statement. movement in Equity |
o | 烟 | Đ. | 회 | ō | 頂 | 메 | O | |
| Total transactions with shareholders | ۰ | (10) | 7间 | (31) | ø | 供願 | 189 | o | 189 |
| Balance at 31.12, 2015 | 54562 | 11375 | 35.20A | $\overline{m}$ | (4.290) | 60.032 | 157.614 | œ | 157.615 |
(In thousands of Euro, unless otherwise stated)
| Share Capital | Share premium reserve |
Reserves | Own shares | Retained earnings / (Accumulated losses) |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance at 1.1, 2014 | 50.992 | 12.322 | 17.221 | Ũ | 9.366 | 89.901 |
| Total comprehensive income/(loss) for the period | ||||||
| Profit or loss | 0 | 0 | Ũ | 0 | (8.244) | (8.244) |
| Actuarial gains (losses) on defined benefit pension plan | 0 | 0 | Ũ | 0 | (51) | (51) |
| Valuation of financial assets available for sale | 0 | 0 | Ü. | Ũ | 0 | $\theta$ |
| Total comprehensive income loss for the period after laxes |
0 | 0 | 0 | 0 | (8.295) | (8.295) |
| Transactions with shareholders, recorded directly in equity |
||||||
| Share Capital Increase due to reserves capitalization | 3.569 | (276) | (3.294) | 0 | Ŭ | 0 |
| Sales/(Purchases) of own shares | 0 | Ü | Ũ | 0 | Ũ | 0 |
| SOP Reserve | $\theta$ | Ű | 447 | 0 | Û | 447 |
| Total transactions with shareholders | 3.569 | (276) | (2.846) | 0 | 0 | 447 |
| Balance at 31.12.2014 | 54,562 | 12.046 | 14.374 | Û | 1.071 | 82.054 |
| Balance at 1.1.2015 | 54.562 | 12.046 | 14.374 | 0 | 1.071 | 82.054 |
| Total comprehensive income/(loss) for the period | ||||||
| Profit or loss | 0 | Û | Ũ | Ü. | (1.405) | (1.405) |
| Actuarial gains (kosses) on defined benefit pension plan | $\theta$ | Ü | Ò | 0 | 7 | 7 |
| Total comprehensive income loss for the period after taxes |
0 | 0 | 0 | 0 | (1.398) | (1.396) |
| Transactions with shareholders, recorded directly in equity |
||||||
| SOP Reserve | 0 | Ũ | 505 | 0 | 0 | 505 |
| Total transactions with shareholders | 0 | 0 | 505 | 0 | 0 | 505 |
| Balance at 31.12.2015 | 54.562 | 12.046 | 14,879 | 0 | (327) | 81.161 |
(In thousands of Euro, unless otherwise stated)
| CALCO A | COMPANY | |||||
|---|---|---|---|---|---|---|
| Note | 1/1-31/12/2015 | 1/1-31/12/2014* | 1/1-31/12/2015 | 1/1-31/12/2014 | ||
| Operating Activities (Loss)/Profit before taxes |
5.703 | (2.315) | (1,430) | (9.436) | ||
| Profit before taxes (Discontinued Operations) Adjustments for: |
(3.185) | (6.823) | o | |||
| Depreciation / Anortization | 7 13.300 |
17.757 | 602 | 8,669 | ||
| Income on depreciation in fixed subsidy | (236) | (406) | 0 | 0 | ||
| Provisions | 815 | 773 | 157 | 125 | ||
| Foreign exchange differences | 477 | (441) | 0 | $\pmb{0}$ | ||
| Rosults (Income, expenses, profit and loss) from investment activity Interest Expense |
(59) 13.422 |
(130) 12.805 |
0 $\overline{2}$ |
(8) 40 |
||
| Plusiless adj for changes in working capital related to the operating activities: | ||||||
| Decrease / (increase) in inventory | 5.640 | (14, 405) | 0 | 0 | ||
| Decrease / (increase) in trade and other receivables | 1,648 | 【1.019】 | (84) | 2.025 | ||
| (Decrease) / increase in fiabilities (excluding banks) | (3.754) | 12.645 | 217 | (1.690) | ||
| $L$ 685: | ||||||
| Interest paid | (13.845) | (12.468) | $\left 2\right\rangle$ | (40) | ||
| Income taxes paid | (3,465) | (3.296) | 3 | 0 | ||
| Operating inflow / (outflow) from discontinued operations | 29 | 10,554 | 6.664 | o | 0 | |
| Net cash generated from operations (a) | 27.015 | 9.341 | (535) | (315) | ||
| Investing Activities | ||||||
| Purchase or Share capital increase of subsidiaries and related companies | (6.717) | (1.540) | ō | $\theta$ | ||
| Purchase of tangible and intangible fixed assets | (9.845) 7 |
(14.173) | (26) | (23) | ||
| Proceeds from disposal of tangible and intangible assets | 21 | 70 | 0 | $\theta$ | ||
| Addition of other investments | Ũ | ũ | ŭ | $\theta$ | ||
| Proceeds from the sale of other investments | 2.789 | 0 | 0 | 0 | ||
| Interest Received | 92 | 179 | ō | 8 | ||
| Investing inflow / (outflow) from discontinued operations | 29 | (71) | 288 | ô | $\theta$ | |
| Total inflow / (outflow) from investing activities (b) | (13.730) | (15.177) | (26) | (15) | ||
| Financing Activities | ||||||
| Receipts/(Payments) for sale/(purchase) of own shares | ō | ō | 0 | 0 | ||
| Proceeds from issued loans | 21 | 21.925 | 72.092 | Ŭ | 0 | |
| Repayment of loans | (34.004) | (53,385) | Ö | $\ddot{0}$ | ||
| Repayment of leasing liabilities | (2.892) | (3.390) | ō | 0 | ||
| Financing inflow / (outflow) from discontinued operations | 29 | (8.060) | (2.499) | ō | 0 | |
| Total inflow / (outflow) from financing activities (c) | (23.032) | 12.819 | û | Ò | ||
| Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) Cash and cash equivalents at the beginning of the period |
(9.747) 34.715 |
6.983 27.869 |
(561) 626 |
(330) 956 |
||
| Effect of exchange rate fluctuations on cash held | (108) | 36 | Ũ | $\theta$ | ||
| Closing balance, cash and cash equivalents | 24.860 | 34,888 | 65 | 626 |
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
Cash and cash equivalents at the openning period 1/1/2015 differ from those at the closing period 31/12/2014 by the cash and cash equivalents of the subsidiary SERVICE ONE SA which stopped being consolidated in the fiscal year 2015 due to its sale (Note 1.2).
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS SA (hereinafter the Company) was incorporated in 1950 as A. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS S.A. (Government Gazette, AE and EPE issue 618/ 13.6.1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary General Shareholders' Assembly on 10/3/2000, which was approved by decision K2 - 3792/ 25.04.2000 of the Ministry of Development. The Shareholders' General Assembly also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The head of the Company is located at 18-20 Sorou street, Building A Maroussi. It is registered in the Companies Registry of the Ministry of Development with registration number 13110/06/B/86/01 and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company is listed in the Athens Stock Exchange since April 1988.
The Company's term, in accordance with its Articles of Incorporation, was originally set for 30 years. In accordance with a decision of the Extraordinary Assembly of the Shareholders on 19/2/1988, the term was extended for a further 30 years i.e. to 2026.
The current Board of Directors of the parent company is as follows:
The total number of employees of the Group as at the end of current and previous year was at 3.760 and 3.710 respectively while the total number of employees of the Company on 31/12/2015 was 86 and on 31/12/2014 was 76.
The Company's activities are the investment in domestic and foreign companies of all types, regardless their objectives and type.
The Company also provides general administration financial management and information technology services. The centralization of Group support services for the Group Companies in Greece, mainly in the areas of IT, HR, financial planning and controlling, treasury and social responsibility operated for a whole year, was gradually implemented since 2012, aiming to gain benefits from synergies and to organize central coordination of decision making and implementing. Centralized services are provided according to arm's length principle from FOURLIS HOLDINGS S.A.
The Financial Statements include the Company and its subsidiaries (the Group) as presented below:
| Name | Location | % Holding | Consolidation Method |
|---|---|---|---|
| HOUSEMARKET SA | Athens, Greece | 100,00 | Full |
| FOURLIS TRADE SA | Athens, Greece | 100,00 | Full |
| INTERSPORT ATHLETICS SA | Athens, Greece | 100,00 | Full |
| TRADE LOGISTICS SA* | Athens, Greece | 100,00 | Full |
| RENTIS SA* | Athens, Greece | 100,00 | Full |
| GENCO TRADE SRL | Bucharest, Romania | 1,57 | Full |
| GENCO TRADE SRL* | Bucharest, Romania | 98,43 | Full |
| GENCO BULGARIA EOOD* | Sofia, Bulgaria | 100,00 | Full |
| HOUSE MARKET BULGARIA AD* | Sofia, Bulgaria | 100,00 | Full |
| HM HOUSEMARKET (CYPRUS) LTD* | Nicosia, Cyprus | 100,00 | Full |
| INTERSPORT ATΗLETICS (CYPRUS) LTD* | Nicosia, Cyprus | 100,00 | Full |
| WYLDES LIMITED LTD* | Nicosia, Cyprus | 100,00 | Full |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş.* |
Istanbul, Turkey | 100,00 | Full |
* Companies in which FOURLIS HOLDINGS S.A. has an indirect participation
Also in Consolidated Financial Statements the below mentioned related companies are included.
| Company | Location | % Holding | Consolidation Method |
|---|---|---|---|
| VYNER LTD* | Nicosia, Cyprus | 50,00% | Net equity |
| SPEEDEX SA | Athens, Greece | 49,55% | Net equity |
| SW SOFIA MALL ENTERPISES LTD* | Cyprus | 50,00% | Net equity |
* Companies in which FOURLIS HOLDINGS S.A. has an indirect participation
The shareholding percentages to the subsidiary companies have changed comparing to the prior year due to the participation of the subsidiary INTERSPORT ATHLETICS S.A. in the share capital increases of the subsidiary GENCO TRADE SRL, which were completed in December 2015. Moreover, on 24/11/2015 the subsidiary FOURLIS TRADE S.A. sold and transferred by full ownership and possession
the nominal shares of the company SERVICE ONE S.A. that correspond to 79,95% of the shareholding of the current paid-up share capital of the company, to the third company ETYT LTD. The completion of the transfer of the remaining 20,05% is agreed to take place not later than within two years at an agreed price and the relative amount is distinctly presented in the Consolidated Statement of Financial Position in Non – current assets held for sale.
During the period 1/1 – 31/12/2015 the following share capital changes were realised:
of the General Assembly of the shareholders of the company, the share capital increased by the amount of € 400.000,20 by issuing 1.333.334 new nominal shares, of nominal value € 0,30 per share. The preemptive right of the existing shares was set to be exercised not later than 31/3/2016 and the share capital increase to be covered not later than 15/4/2016. After the agreement of all shareholders, the shareholder ETYT LTD undertook the payment of the total amount of the share capital increase. As long as this share capital increase is completed by full payment of its amount, the share capital will amount to € 508.840,20 divided into 1.696.134 nominal shares, of nominal value € 0,30 per share, while the investment of the Group (through FOURLIS TRADE S.A.) to the company will be formed to 4,28% after the aforementioned increase of the paid-up share capital.
The accompanying Financial Statements consist of the separate financial statements of the parent Company and the consolidated financial statements of the Group and have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The Board of Directors approved the accompanying financial statements for the year ended on December 31 2015, on March 7, 2016. These financial statements are subject to the approval of the General Assembly of the Company's shareholders.
The accompanying separate and consolidated financial statements have been prepared on the historical cost basis, except for certain data of Assets and Liabilities (investment properties and derivative financial instruments) that have been measured at fair value, and assuming that the Company and its subsidiaries will continue as a going concern. All amounts are presented in thousands of Euro, unless otherwise stated and any differentiations in sums are due to rounding.
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Estimates are based on management's previous experience including expectations of future events under normal conditions. The aforementioned judgments, estimates and assumptions are periodically re - assessed in order to be in line with current available data and reflect current risks.
When applying the Group's accounting policies, management has made the following judgments, estimates and assumptions that may have a significant impact on the items reported in the financial statements:
The Financial Statements have been prepared in accordance with the following accounting principles:
The consolidated financial statements comprise of the financial statements of the Company and all subsidiaries controlled by the Company directly or indirectly. Control exists when the parent company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The subsidiaries' financial statements are prepared as of the same reporting date and using the same accounting policies as the parent company. Intra - group transactions (including investments in related companies), balances and unrealized gains are eliminated. Subsidiaries are fully consolidated from the date that control commences and cease to be consolidated from the date that control is transferred out of the Group. Losses within a subsidiary are attributed to the non - controlling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The financial results of subsidiaries, that are acquired or sold within the year, are included in the consolidated statement of comprehensive income from or up to the date of acquisition or sale, respectively.
Certain of the above - mentioned requirements were applied on a prospective basis based on the revised IAS 27 and therefore the following differences are carried forward in certain instances from the previous basis of consolidation:
Business Combination is a transaction or another event during which an acquirer takes over control of one or more businesses. A Business is a combination of activities and assets that can be leaded and managed in order to return profits directly to its owners.
If the acquired assets do not compose a business, the transaction or any other fact are accounted as an acquisition of an asset and the acquisition cost is allocated among assets and liabilities based on the relative fair values during the acquisition date.
Business Combination is accounted for using acquisition method. The cost of acquisition of a subsidiary is the fair value of the assets contributed, the shares issued and the liabilities assumed at
the transaction date, plus the amount of any non - controlling interest in the acquiree. For each business combination, the acquirer measures the non - controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net asset. Acquisition costs are expensed when incurred.
If the cost of acquisition is less than the fair values of the net identifiable assets acquired, the difference is recorded directly to the income statement.
Goodwill arising from subsidiaries' acquisitions is recorded as an intangible asset. Goodwill is not amortized but at least annually is subject to impairment test. As a result, after initial recognition, goodwill is measured at cost, less any impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each cash generating unit that is expected to benefit from the combination. The impairment test is performed by comparing the recoverable amount of the cash generating unit to its carrying value including the allocated goodwill. The recoverable amount is the higher of the fair value less costs to sell and the value in use. The value in use is determined via a discounted cash flow analysis. Impairment losses relating to goodwill cannot be reversed in future periods.
Gains or losses arising from the disposal of subsidiaries are determined after taking into account the goodwill allocated to the disposed unit.
In the separate financial statements of the Parent Company, investments in subsidiaries are accounted for at cost, less any impairment in value. Impairment tests are carried out when there are clear indicators of impairment, in accordance with IAS 36 "Impairment of Assets".
Associates are those entities, in which the Group has significant influence but which are neither a subsidiary nor a joint venture of the Group. A percentage holding up to 50% implies significant influence. Such percentage holding indicates that company is an associate. Investments in associates are accounted for using the equity method based on which the investment is carried at cost plus postacquisition changes in the Group's share of net assets of the associate, less provisions for any impairment in value. Goodwill arising upon the acquisition of associates is included in the value of investment, while any negative goodwill is recorded in the income statement upon acquisition.
The Group's share in the gains or losses of associates after acquisition is recognized in the statement of comprehensive income, while post - acquisition movements in reserves are recognized directly in reserves.
In applying the equity method of accounting, the Group appropriately adjusts the financial statements of those associates who are not applying IFRS so as to comply with IFRS and be uniform with the accounting policies of the Group. Unrealised gains on transactions between the Group and its
associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are eliminated, unless the transaction provides evidence of impairment of the transferred asset.
When the Group's participation to the associate's losses equals or exceeds its interest in an associate, including any other bad debts, the Group does not recognize further losses, unless it has any liabilities or made payments on behalf of the associate and generally those arising from the ownership status. In the separate financial statements of the Parent Company, investments in associates are accounted for at cost less any accumulated impairment losses.
The Board of Directors of the Company is the chief operating decision maker and monitors internal financial reporting information in order to evaluate the performance of the Company and the Group and to take decisions about resource allocation.
Management has defined its segments based on these internal reports according to IFRS 8. The operating segments of FOURLIS HOLDINGS S.A. are defined as those business segments where the Group is active and on which the internal information system of the Group is based.
For the categorization by business segment, the following has been taken into account:
According to the aforementioned, the Group presents information by operating segment as follows:
The companies of the Group maintain their books in the currency of the financial environment in which each company operates (functional currency). The consolidated financial statements are presented in Euro's which is the functional currency of the parent company.
Transactions in foreign currencies are converted to the functional currency according to the foreign exchange rates ruling at the date of the transaction. Foreign exchange differences arising on translation of monetary assets and liabilities denominated in foreign currencies at the reporting date are recognized in the statement of comprehensive income. Foreign exchange differences on nonmonetary items carried at fair value are considered as part of the fair value of those items and are recorded together with the fair value adjustments.
Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using the functional currency. The translation of the financial statements of the Group's companies which use a different functional currency from the parent company is performed as follows:
Goodwill and adjustments to fair values upon an acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are translated at the closing rate of the date of the Statement of Financial Position.
Property, plant and equipment are measured, by category, as follows:
Significant additions and improvements are recognised as part of the cost of the asset when the recognition criteria are met. All other costs (repairs and maintenance) are recognised in the statement of comprehensive income as an expense as incurred.
Upon disposal of an item of property, plant and equipment, the difference between the consideration received and the carrying value is recorded as gain or loss in the Income Statement.
Depreciation is calculated on a straight - line basis over the estimated useful economic life of the
assets. Useful lives are reviewed on an annual basis.
The estimated useful lives of the Group's property plant and equipment, except of the land that is not depreciated, are as follows:
| Category | Useful life |
|---|---|
| Buildings - Building installations (owned premises) | 10 - 40 years |
| Buildings on third party land | 10 – 36 years |
| Machinery and equipment | 9 - 10 years |
| Motor vehicles | 6 - 9 years |
| Miscellaneous equipment | 4 - 10 years |
Owner - occupied buildings or buildings whose use has not yet been determined and which are under construction are recorded at cost less any impairment losses. This cost includes professional compensations and borrowing costs. The depreciation of that owner - occupied buildings begins from the time the buildings are ready for use.
Investment property is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value, which is evaluated annually. The carrying value of investment property reflects the market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment property fair value are recognized in the Income Statement of the period they occur.
The intangible assets of the Group (excluding goodwill) are depreciated over their useful life.
Trademarks and licenses are valued at cost less amortization. Amortization is charged to the statement of comprehensive income on a straight - line basis over the estimated useful lives, which have been determined from 5 to 20 years.
Software licenses are valued at cost less amortization. Amortization is charged on a straight - line basis over the estimated useful lives and the depreciation rate is 15%.
Expenditure on development and maintenance of software is expensed as incurred. Expenditure of development activities for the production of new or substantially improved software (in - house developments), is recognised as intangible assets when the following criteria are met: a) when a specific asset is created, b) when it can be demonstrated that the intangible asset will generate probable future economic benefits and c) when the expenditures of development can be measured
reliably. Such expenditures include also labour costs and an appropriate proportion of overheads. In case of software replacement, while the old one is no longer in use, intangible asset is permanently deleted from the Books and the net book value burdens the income statement.
Costs incurred for performing software upgrades, are capitalised and the new gross value forms the depreciable amount.
The carrying amounts of the Group's assets are reviewed for possible impairment when there is indication that the book value can not be recovered i.e. when the book value is higher than the recoverable amount from their use or sale.
The recoverable value is the greater of the fair value less costs to sell and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre - tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable value is less than the carrying value, then the net book value is reduced to the recoverable value.
Impairment losses are expensed as incurred in the Statement of Income, except if the asset has been revalued, then the impairment loss reduces the related revaluation reserve. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exists of have decreased. If such indication exists, the Group estimates the asset's recoverable amount. When in a subsequent period, the impairment loss should be reversed; the carrying value of the asset is increased to the level of the revised estimation of recoverable amount. The new net book value should not exceed the net book value that would have been determined if the impairment losses had not been accounted in previous periods.
A financial instrument consists of every agreement that creates a financial asset in a business and a financial liability or equity instrument in another business.
The Group's financial instruments are classified at initial recognition in the following categories based on the substance of the agreement and the purpose for which they were acquired:
Such financial assets, represent assets, which satisfy any of the following conditions:
Financial assets at fair value through profit and loss are carried in the statement of financial position at fair value with changes in fair value recognised in the Statement of Comprehensive Income.
Loans and receivables are non - derivative financial instruments with fixed or determinable payments that are not quoted in active market. This category does not include:
Loans and receivables are included in current liabilities/ assets, except of those whose maturity extends beyond twelve (12) months after the reporting date and which are classified as non - current liabilities/ assets. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment. Gains and losses are recognized in income when the loans and receivables are derecognized or impaired, as well as through the amortization process.
Non - derivative financial items with fixed or determinable payments and fixed maturities are classified as held - to - maturity when the Group has the intent and ability to hold to term to maturity. After initial measurement, held - to - maturity investments are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognized in income when the loans and receivables are derecognized or impaired, as well as through the amortization process.
Available for sale financial assets which are classified under this category or which cannot be classified under any of the three preceding categories. Financial assets available for sales are valued at fair value and the unrealised gains or losses are recognised as other comprehensive income in a reserve under equity until the item is sold or impaired. At the date of sale or impairment, the gains or losses are transferred to the statement of comprehensive income. Impairment losses on equity investments are not reversed through the income statement.
Purchases and sales of investments are recognized on trade date, which is the date that the Group commits to purchase or sell the item. Investments are initially recorded at fair value plus, in the case of investments not at fair value through profit and loss, directly attributable transactions costs. Investments are derecognised when the right to the cash flows of the investment expire or are transferred and the Group has substantially transferred all the risks and rewards related to the ownership of the investment.
The fair values of financial assets, which are traded on active markets, are determined by reference to
quoted prices. The fair value of financial assets not traded on active markets is determined by using valuation techniques such as use of recent arms length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis.
The Group assesses at each reporting date whether a financial asset or group of financial assets is impaired.
If there is objective evidence that an impairment loss on loans and receivables carried at amortized cost has incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.
The amount of the loss is recognized in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment.
Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the income statement, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date.
For equity instruments classified as available for sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below cost. Where there is evidence of impairment, the cumulative loss - measured at the difference between the acquisition cost and the current fair value - is removed from other comprehensive income and recognized in the income statement. Impairment losses on equity investments are not reversed through the income statement. In the case of debt instruments classified as available for sale, impairment losses are reversed through the income statements if an increase in the fair value of the debt instrument can be objectively related to an event occurring after the impairment loss was recognized in the income statement.
Inventory is valued at the lower of cost or net realizable value. Cost is determined by using the weighted average method. The cost of completed products and incomplete inventory includes the cost of direct raw materials, the direct labor cost and the general industrial expenses. The net realizable value is the estimated sales price less any costs to sell. The cost of inventory does not include any financial expenses.
Trade receivables are recognised initially at fair value and they are subsequently valuated at the amortised cost by using the effective interest rate method, less provision for impairment.
When there is evidence of impairment of receivables, the carrying value is reduced to its recoverable amount, which is the present value of expected future cash flows discounted at the initial effective interest rate. Then, the interest is calculated at the same rate on the impaired (new book) value.
Cash and cash equivalents include cash at banks and on hand, as well as short term (up to 3 months) investments of high liquidation and low risk.
Non-current assets held for sale and discontinued operation are valued at the lower price between carrying amount and fair value less costs to sell. Any possible fair value increase in a subsequent valuation is registered in Profit and loss but for amounts not bigger than the initially registered impairment loss. Since the date on which an asset is classified as held for sale, this asset is no longer depreciated or amortized. Non-current assets held for sale are classified as such, provided that their carrying value will be recovered through sale rather than through continuing use. This condition is considered valid only when the sale is highly probable and the asset is available for immediate sale at its current condition. Management requires commitment to the sale which is expected to be completed either based on stipulated by contractual time commitment or within a year from classification date. A discontinued operation is an integral part of a financial entity that either has been sold or has been classified as held for sale and:
Direct costs incurred for increases in share capital are recorded, net of related income taxes against the share premium reserve. The cost of treasury shares net of any related income tax is recorded as a
reduction of equity, until these shares are sold or cancelled. Any gain or loss on sale of treasury shares, net of direct transaction costs and any related income tax is recorded as a reserve account under equity.
Loans are initially recorded at their fair value less any direct costs related to the transaction. After initial recognition, they are subsequently measured at amortized cost using the effective interest rate method.
Interest and related expenses on loans taken for purchase or construction of fixed assets are capitalized. Capitalisation of borrowing costs ceases when the asset is ready for its intended use. In case of borrowing specifically for the purpose of constructing or acquiring an asset, the borrowing costs related to the loan agreement are directly capitalised. Otherwise, in order to determine the part of the loan related with that fixed asset, a method is implemented to determine the proportion of the capitalized interest and the proportion of the interest which will be recorded to the statement of comprehensive income as an expense. Revenues, occurred as a result of investing part of a loan taken for construction of a fixed asset, reduce the amount of borrowing costs capitalized.
The Group uses derivative financial instruments to mitigate the risk arising from fluctuations in interest rates. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value. Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are taken directly to the income statement.
The effective part of hedges that qualify for hedge accounting is recognized directly to equity if it is related to cash flow hedges while the ineffective part is charged to the consolidated income statement, while the non - effective part is recognized in the statement of comprehensive income. If the hedge is related to effective fair value hedges, the gain or loss from remeasuring the derivative hedging instrument at fair value is recognized in profit or loss and the gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is also recognized in profit or loss.
Under cash flow hedge accounting, when the hedged firm commitment results in the recognition of non - financial asset or a non - financial liability, then, at the time the asset or liability is recognized the associated gains or losses that had previously been recognized in equity are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. For all other cash flow hedges, the gains or losses that are recognized in equity are transferred to the income statement in the same year in which the hedged firm commitment affects the statement of comprehensive income.
Taxes recorded in the statement of comprehensive income include both current and deferred taxes.
Current income tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised directly in equity. In this case it is recognised, in a similar way, directly in equity. Current income taxes include the current liabilities and/ or assets, to or from the tax authorities, relating to the taxes payable on the taxable income of the period. Current taxes are increased by any income taxes related to provisions for tax differences or additional taxes which are imposed by the tax authorities upon audit of the unaudited tax years.
Deferred tax assets and liabilities are measured at the tax rates which are expected to apply in the year where the asset or liability will be settled, taking into account the tax rates (and tax laws) that have been enacted or are virtually applicable at the reporting date.
Deferred taxes arise on temporary differences between the recognition of assets and liabilities for tax purposes and those for the purposes of preparation of the financial statements. Deferred tax is calculated using the liability method on all taxable temporary differences at the reporting date, between the tax basis and book value of assets and liabilities.
The expected tax effects of temporary tax differences are recognized either as deferred tax liabilities or as deferred tax assets. In case of an inability to accurately measure temporary tax differences, the initial recognition is made based on estimation of the reversal time and such estimation is reviewed each year.
Deferred tax assets are recognized for deductible temporary differences and unused tax losses, to the extent that it is probable that sufficient future taxable income will be available against which the unused tax losses and tax credits can be used or sufficient taxable deductible temporary differences that incur in the same company and will be recovered. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is unlikely that sufficient taxable income will be generated in order to recover the deferred tax asset.
The Group sets off deferred tax assets and deferred tax liabilities only if:
As a result deferred tax assets and liabilities are presented on a net basis in the separate financial statements of the Company while such items are presented separately in the consolidated accounts of the Group.
If the deferred income tax arises from initial recognition of an asset or liability in a transaction other than business combination, then it does not affect the neither the accounting nor the taxable profit or loss and therefore it is not taken into account.
The tax rates in the countries that the Group is operating presented below:
| Country | % Income Tax/ Deferred Tax |
|---|---|
| Greece | 29,0% |
| Romania | 16,0% |
| Cyprus | 12,5% |
| Bulgaria | 10,0% |
| Turkey | 20,0% |
Employee benefits are:
Short term benefits to employees in money or in kind are recorded as an expense as they accrue.
According to the regulations of Law 2112/ 1920 amended by the article 74 paragraph 2 of the Law 3863/2010 and completed be the Law 3899/17-12-10 article 17 paragraph 5a and the Law 4093/12, the Greek subsidiaries of the Group pay retirement compensation to their employees. Such compensation varies in relation to the employees' years of service and salary payable at the time of retirement and is accounted for as a defined benefit plan. Post - retirement obligations are calculated at the present value of future employee benefits accrued as at the end of the reporting period, based on the benefits to be earned over their expected labor life. The above mentioned obligations are calculated based on actuarial valuation methods and are determined using the Projected Unit Method. Net costs of the period are included in the attached statement of comprehensive income and consist of the present value of the employee benefits that were accrued during the current year, the interest derived from the employee benefit obligation and the actuarial gains and losses which are recognised in full in the period in which they occur in the comprehensive income and they are not transferred in income statement in next periods. Full yield curve method is used for the definition of the discount interest rate in the calculation of the present value of the employee benefits.
The employees of the Greek subsidiaries of the Group are covered, in terms of insurance programs, mainly through the Social Insurance Institution (IKA) the largest Social Security Organization of the private sector, which supplies pension and medical coverage. Every employee is obliged to participate partially, through his salary, in the costs of the insurance program, while the remaining cost is covered by the Group. Upon retirement, the pension fund is responsible to cover the obligation of pensions and retirement benefits to the employees. As a consequence the Group does not have any other legal or
future obligation to cover future employee benefits according to this pension program. This program is considered and accounted for as a defined contribution plan whereby the accrued social security contributions are recorded as an expense in the financial period in which they are incurred.
Every full time employee of the Group belonging to the management team, according to the internal company policy, is covered by a private insurance pension and other benefits program. The Group covers, the contract defined fees, while the financial management of the program is performed by the insurance company. This program is considered and accounted for as a defined contribution plan whereby the accrued cost of the insurance fees is recorded as expense in the period in which they are incurred.
The Company intends to attract, retain and incentivise the executives of the Company and the executives of its subsidiaries and affiliated companies, as through the Stock Options plan, the participants have a direct equity interest in the Company which link their performance to the Company's future performance and the increase of shareholder value. This program regards equity shares transactions.
The Company makes decisions regarding the implementation of the Stock Option Plan – to executives of the Company and its subsidiaries and affiliates in compliance with par.5 of Art.42e of Law 2190/1920.
A basic condition for participation in the Stock Options plan is the salaried working relationship of executives with the Company or its subsidiaries and affiliates.The cost of equity settled transactions is measured by reference to the fair values at the date in which they are granted and is recognized as an expense over the period from grant date to maturity date of the options with a concurrent increase in equity.
The program takes into account the following variables: Exercise price, Share price at grant date, Grant Date, Maturity date(s) of rights, Expected Stock Volatility (Volatility), Dividend Yield, Risk Free Rate.
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an asset, it is recognized as deferred income and amortized over the expected useful life of the related asset. Such amortization is presented in other income statement.
Provisions are recognized when the Group has a present legal, contractual or constructive obligation
as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at each reporting date and adjusted to reflect the present value of the expense expected to be required to settle the liability.
Contingent liabilities and assets are not recognised in the financial statements but are disclosed unless there is a probability of financial outflow or inflow.
Revenue is measured at the fair value of sales of goods and provision of services, net of Value Added Tax, discounts and returns. Inter - company revenues are eliminated.
The recognition of revenue is accounted for as follows:
Leases in which all the risks and benefits of the property remain with the lessor are recorded as finance leases. All the other leasing contracts are recorded as operating leases.
Group as a Lessor: Income from operating leasing is recognised as income on a straight - line
basis over the lease term.
Group as a Lessee: Operating lease payments are recognised as an expense on a straight - line basis over the lease term. Leases which transfer to the Group substantially all of the risks and rewards of ownership of the leased item regardless of whether there is a transfer of the ownership title or not at the end of the lease, are classified as finance leases. The property held under finance leases is capitalized at the inception of the lease at the lower of its fair value and the present value of the minimum lease payments. Lease payments are apportioned between the reduction in the lease liability and the financial expenses in order to achieve a constant interest rate on the residual financial liability.
The related lease liabilities net of financial expenses are classified as liabilities and the related financial expenses are recognized in the statement of comprehensive income over the duration of the lease. Property, plant and equipment acquired through a finance lease are depreciated at the lower of the assets' useful lives and the lease term.
Financial assets and liabilities are not offset in the financial statements unless there is a legal right of set - off and intention for settlement of the net amount or settlement of the asset and liability simultaneously.
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized where:
Where the Group or the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Groups´ continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
The basic and diluted earnings per share are calculated by dividing net profits after taxes with the weighted average number of shares of each period/ year.
The weighted average number of shares arises by summing the outstanding shares into which the share capital is divided and the rights that can be contingently exercised and are owned by the company and subtracting the shares buy back.
Accounting policies adopted, comply with those adopted during the previous financial year except from the following standards which the Group and the Company has adopted on 1 January 2015.
The IASB has issued the Annual Improvements to IFRSs 2011 – 2013 new Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2015. The Company and the Group expect that the adoption of the updates will have no impact on their Financial Statements.
Standards issued but not have effective for the current accounting period in which the Group and the Company have not been early adopted.
IAS 16 Property, Plant & Equipment and IAS 38 Intangible assets (Amendment): Clarification of Acceptable Methods of Depreciation and Amortization
The amendment is effective for annual periods beginning on or after January 1st 2016. The amendment provides additional guidance on how the depreciation or amortization of property, plant and equipment and intangible assets should be calculated. This amendment clarifies the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The amendment has not yet been endorsed by the EU. The Company and the Group expect that the adoption of the updates will have no impact on their Financial Statements.
The amendment is effective for annual periods beginning on or after 1 February 2015. The amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The Company and the Group are considering the impact of this adoption of the amendment on their Financial Statements.
The standard is applied for annual periods beginning on or after 1 January 2018 with early adoption permitted. The final phase of IFRS 9 reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. The standard has not yet been endorsed by the EU. The Company and the Group are considering the impact on their Financial Statements.
The amendment is effective for annual periods beginning on or after January 1st 2016. IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business in accordance with IFRS and specifies the appropriate accounting treatment for such acquisitions. The amendment has not yet been endorsed by the EU. The Company and the Group are considering the impact on their Financial Statements.
The standard is effective for annual periods beginning on or after January 1st 2017. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates. The standard has not been yet endorsed by the EU. The Company and the Group are considering the impact on their Financial Statements.
The amendment is effective from January 1st 2016. This amendment will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and will help some jurisdictions move to IFRS for separate financial statements, reducing compliance costs without reducing the information available to investors. This amendment has not yet been endorsed by the EU. The Company and the Group are considering the impact of this adoption of the amendment on their Financial Statements.
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. The amendments will be effective from annual periods commencing on or after 1 January 2016. The amendments have not yet been endorsed by the EU. The Company and the Group are considering the impact of this adoption of the amendment on their Financial Statements.
The amendments address three issues arising in practice in the application of the investment entities consolidation exception. The amendments are effective for annual periods beginning on or after 1 January 2016. The amendments clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Also, the amendments clarify that
only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. Finally, the amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. These amendments have not yet been endorsed by the EU. The Company and the Group expect that the adoption of the amendments will have no impact on their Financial Statements.
The amendments to IAS 1 Presentation of Financial Statements further encourage companies to apply professional judgment in determining what information to disclose and how to structure it in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2016. The narrow-focus amendments to IAS clarify, rather than significantly change, existing IAS 1 requirements. The amendments relate to materiality, order of the notes, subtotals and disaggregation, accounting policies and presentation of items of other comprehensive income (OCI) arising from equity accounted Investments. These amendments have not yet been endorsed by the EU. The Company and the Group will consider the impact of the amendment on their Financial Statements.
The IASB has issued the Annual Improvements to IFRSs 2010 – 2012 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 February 2015. The Company and the Group are considering the impact of this adoption of the standard on their Financial Statements.
IFRS 13 Fair Value Measurement: This improvement in the Basis of Conclusion of IFRS 13 clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting if the effect of not discounting is immaterial.
IAS 16 Property Plant & Equipment: The amendment clarifies that when an item of property, plant and equipment is revalued, the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount.
The IASB has issued the Annual Improvements to IFRSs 2012 – 2014 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2016. These annual improvements have not yet been endorsed by the EU. The Company and the Group are considering the impact of this adoption of the standard on their Financial Statements.
IFRS 16 Leases: This standard is effective for accounting periods beginning on or after 1st January 2019. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, ie the customer ("lessee") and the supplier ("lessor"). This new standard demands that lessees recognize most leases in their financial statements. The lessess will have a common accounting framework for all leases, with some exceptions. Accounting of lessors remains essentially unchanged. These amendments have not yet been endorsed by the EU. The Company and the Group are considering the impact of the standard on their Financial Statements.
Banks holiday imposed within the first 20 days of July 2015 and the continuous imposition of restrictions on capital transactions (capital controls) intensified not only financial uncertainty but also pressures on the financial system and fiscal aggregates.
Under this context, on July 8th 2015 the Greek Government submitted a request for 3-year financial assistance to the European Stability Mechanism ("ESM"). On July 12th 2015 the Euro Summit issued a relative statement according to which the Greek Government must legislate a first set of measures as a prerequisite ("prior actions") for the opening of negotiations aiming to agree and finalize a new bailout program under the ESM. The Greek Parliament on July 15th and 23rd approved part of the prior actions set by the European Parliament. On July 28th discussions about the preparation of a new bailout program started and on August 14th the Eurogroup validated the agreement on the 3-year financial assistance program to Greece, of total amount € 86 billion.
Under the context of the financial environment constantly formed by the aforementioned facts, many risks arise the more important of which are related to liquidity of the financial system and companies, collectability of receivables, impairment of assets, income recognition, current debt settlement or/and satisfaction of terms and financial ratios, deferred tax assets recoverability, valuation of financial instruments, provisions adequacy and the possibility of continuation of the unrestricted operation of companies.
The aforementioned conditions and possible further adverse developments in Greece, may affect negatively the results of operation and financial position of the Companies and their subsidiaries (Group), in a way that cannot be precisely valued at the present moment.
Under this context, the Group monitors and continually assesses developments and informs investors regarding every possible impact that the constantly formed conditions may have on its operation, financial position and results.
The Group is exposed to financial risks such as foreign exchange risk, credit risk, interest rate risk and liquidity risk. The management of risk is achieved by the central Treasury department, which operates using specific guidelines set by the Board of Directors. The Treasury department identifies, determines and hedges the financial risks in cooperation with the Groups' subsidiaries that face these risks. The Board of Directors provides written instructions and directions for the general management of the risk, as well as specific instructions for the management of specific risks such as foreign exchange risk, interest rate risk and credit risk.
The Group is exposed to foreign exchange risk arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local. The percentage of the balance of suppliers in currency other than the publication currency (euro) is 15,36% of the total. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases pre - purchases foreign currencies.
The Group has diminuated the credit risk due to the disinvestment in the segment of wholesale trading of electrical equipment and the focus in retail segments where the payment of goods is mainly made by cash in hand or by pre-paid credit cards.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities.
Cash flow risk is minimized via the availability of adequate credit lines and cash. Also, the Group has entered into Interest Rate Swap (IRS) contracts in order to face interest rate risk.
The Management of the Group took into consideration the current conditions and considers that fair value of investment property is consistent with their recognition value.
Regarding the investments to subsidiaries in separate Financial Statements, the Management of the Group, has examined the existence of impairment indications. Therefore an impairment need in the investment of the Company in the subsidiary GENCO TRADE SRL came up of amount € 535 th. and is included in depreciation/amortisation of administrative expenses.
There are no other commitments and contingent liabilities that can affect the financial condition and
results of the Group.
There are no litigations or legal issues that might have a material impact on the Company and the Group's Consolidated Financial Statements for the period 1/1 - 31/12/2015.
The Group is active on the following four operating segments:
Therefore the main financial interest is concentrated on the business classification of the Group's activities, where the various economic environments constitute different risks and rewards. The Group's activities comprise mainly one geographical area, that of the wider European region, primarily in Greece along with countries of Southeastern Europe (Romania, Bulgaria, Cyprus and Turkey).
The Group's sales revenue in 2015 arise 65% from activities in Greece (67% in 2014) with the remaining 35% arising from the other countries of Southeastern Europe (33% in 2014). Revenue of the Company concern intrasegment transactions and are eliminated at the Consolidated Financial Statements. Historically, the consumers' demand for the Group products increases during the last four months of the year.
Group results by operating segment for the year 2015 are analysed below:
| 1/1 – 31/12/2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Furniture and Househo ld Goods |
Sporting Goods |
Electrical Equipment |
Fourlis Holdings S.A. |
Consolida tion Entries |
Total Continuing Operations |
Disconti nued Operations |
Consoli dation Entries |
Total Disconti nued Operations |
Total Group |
|
Group results by operating segment for the year 2014 are analysed below:
| 1/1 – 31/12/2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Furniture and Household Goods |
Sporting Goods |
Electrical Equipme nt |
Fourlis Holdings S.A. |
Consolida tion Entries |
Total Continuing Operations |
Disconti nued Operations |
Consoli dation Entries |
Total Disconti nued Operations |
Total Group |
Discontinued operation refers to the operating segment of wholesale trading of electrical equipment
and the retail trading of fashion activity.
The breakdown structure of assets and liabilities as of 31/12/2015 and 31/12/2014 are as below:
| Furniture and Household Goods |
Sporting Goods | Fashion Activity | Electrical Equipment |
FOURLIS HOLDINGS |
Consolidation Entries |
Total Group | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
Transactions between the Group companies are based on the arm's length principle.
(a) The expenses are presented in the financial statements as follows:
| Ο Όμιλος | Η Εταιρεία | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
In Depreciation / Amortisation of the Company for the year 2015, the amount of € 535 thousand (2014: € 8.604 thousand) is included in administrative expenses as impairment loss (Note 10).
The main categories of expenses are analysed below:
| GROUP | COMPANY | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
| GROUP | COMPANY | ||
|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 |
(b) Other operating income is analysed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Co-advertisement income | 27 | 4.253 | 0 | 0 | |
| Recycling income | 3 | 391 | 0 | O | |
| Subsidies Law 3299/04 | 236 | 406 | 0 | $\circ$ | |
| Management Fees | 3 | $\theta$ | 0 | $\circ$ | |
| Revenue from non-used provisions | 592 | 1.602 | 47 | 154 | |
| Fixed Assets Gain | 50 | $\overline{4}$ | $\circ$ | $\circ$ | |
| Income from provisions of previous years |
$\circ$ | 250 | $\circ$ | $\circ$ | |
| Other income | 2.896 | 2.220 | 746 | 613 | |
| Total | 3.807 | 9.126 | 792 | 767 |
In other income of the year 2015, € 1.615 thousand are included (2014: € 968 thousand) mainly due to income from orders delivery charges and rents receivable of Group's subsidiary.
(c) Net Financial Results are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Interest - expenses | (9.047) | (9.607) | 0 | 0 |
| Credit Card fees | (4.609) | (4.064) | (2) | (40) |
| Foreign exchange differences (expense) -realized- | (1.252) | (754) | (1) | 0 |
| Losses from sale of Equity Investments | (49) | 0 | 0 | 0 |
| Total finance cost | (14.957) | (14.425) | (2) | (40) |
| Interest and related income | 93 | 199 | 0 | $^{\rm 8}$ |
| Foreign exchange differences (income) -realized- | 805 | 1.121 | 0 | 0 |
| Gain from sale of Equity Investments | 169 | 0 | 0 | 0 |
| Total finance income | 1.066 | 1.320 | ö | 8 |
| Financial Result | (13.891) | (13.105) | (2) | (32) |
Annual Financial Report for the period 1/1/2015 to 31/12/2015
(d) The expenses from associate companies for the years 2015 and 2014 refer to the share of losses with the associate company VYNER LTD and SW SOFIA MALL ENTERPISES LTD, which are incorporated in the consolidated financial statements by applying the equity method of accounting.
Property, plant and equipment for the year 2015 are analyzed as follows:
| raunna | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings and installations |
Machinery-Installa tions-Miscellaneo us equipment |
Motor vehicles | Furniture and miscellaneous equipment |
Construction in progress |
Total of Property plant and equipment |
|||
| Acquisition cost at 31.12.2014 | 56.618 | 206,490 | 6.045 | 5.060 | 45,378 | 3.222 | 322.812 | ||
| Accumulated depreciation/amortisation 31.12.2014 | Ð | (56.894) | (3.992) | (3.559) | (33, 600) | (98.045) | |||
| Net book value at 31.12.2014 $1.1 - 31.12.2015$ |
56.618 | 149.595 | 2.053 | 1.502 | 11,778 | 3.222 | 224.767 | ||
| Additions | ō | 4.725 | 4.671 | 247 | 2.734 | Ö | 12.377 | ||
| Other changes in acquisition cost Depreciation/amortisation Other Depreciation changes |
0 Ō |
(2.630) (7.340) 2.128 |
98 (708) 222 |
(252) (456) 250 |
(1.398) (3.396) 1.330 |
(138) | (4.321) (11.900) 3.939 |
||
| Acquisition cost at 31.12.2015 | 56.617 | 208.573 | 10.816 | 5.055 | 46,714 | 3.084 | 330.859 | ||
| Accumulated depreciation at 31.12.2015 | ō | (62.095) | (4.470) | (3.765) | (35.667) | ũ | (105.997) | ||
| Net book value at 31.12.2015 | 56.617 | 146.478 | 6,346 | 1,290 | 11.847 | 1084 | 224.861 |
Additions in the Property, Plant and Equipment for the period refer to the purchase of stores equipment and formation expenses for the retail segment (new and existing) of Furniture and Household Goods and Sporting Goods.
On 23/7/2015 the IKEA Pick up Point in Varna of Bulgaria began its operation.
Most considerable additions in property, plant and equipment in the year 2015 refer to:
Other changes in acquisition cost are related to write-offs and sales of assets.
Property Plant and Equipment of the group also include subsidiaries' finance leasing amounted at € 30.886 thousand (31/12/2014: € 27.969 thousand). In the year 2015 a subsidiary company proceeded to the purchase of equipment through finance leasing of amount € 3.246 thousand.
The average interest rate of the financial lease was 5,53% for the year 2015 (2014: 6,20%).
Depreciation/ Amortization of Property, Plant and Equipment and intangible assets of total amount € 13.340 thousand, was registered in Cost of Sales by the amount of € 439 thousand, in Distribution Expenses by the amount of € 11.664 thousand and in Administrative Expenses by the amount of € 1.237 thousand.
Investment property for the year 2015 is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Opening | 17.163 | ---- 7.798 |
o | $\mathbf 0$ |
| Additions | o | 10.914 | 0 | $\hat{\mathbf{0}}$ |
| Impairment | ñ | (1.550) | ñ | $\dot{\rm o}$ |
| Closing Balance | 17.163 | 17.163 | n | ٥ |
The amount of € 17,2 million (2014: € 17,2 million) concerns:
The assumptions of the assessments effectuated by independent appraisers in the year 2014 for the investment property of the group of the year 2015 were confirmed. More specifically, the assessments of fair value were performed by Savills Hellas in accordance with the Valuation Standard V.S. 1.5&1.6 of RICS Valuation Standard prescribed by the Royal Institution of Chartered Surveyors. For the calculation of the fair value the Investment Method was used, according to which the investment property value is calculated by capitalizing the real and future leasing that it creates. The valuation of fair value method was ranked at level 3 of the hierarchy.
The significant assumptions used for the retail stores that the subsidiary, operating in real estate, leases are: Rent price/month €12/sqm, capitalization rate at the end of the leasing period 8% and annual rent increase 2%. The significant assumptions used for the exploitation property due to disinvestment (warehouse) were: Sale price/sqm €250/sqm and capitalization rate at the end of the leasing period 11%.
Intangible assets are analyzed as follows:
| GROUP | |||||
|---|---|---|---|---|---|
| Royalties | Software | Miscellaneous | Total | ||
| Cost 31.12.2014 | 8.947 | 9.721 | 3.698 | 22.365 | |
| Accumulated depreciation/amortisation 31.12.2014 | (3.712) | (6.589) | (788) | (11.088) | |
| Net book value at 31.12.2014 | 5.235 | 3.132 | 2.910 | 11.277 | |
| $1.1 - 31.12.2015$ | |||||
| Additions | o | 688 | 0 | 688 | |
| Other changes in acquisition cost | (75) | (381) | (364) | (819) | |
| Depreciation/amortisation | (327) | (926) | (186) | (1.439) | |
| Other Depreciation changes | 75 | 298 | 70 | 442 | |
| Cost 31.12.2015 | 8.872 | 10.028 | 3.334 | 22.233 | |
| Accumulated depreciation/amortisation 31.12.2015 | (3.964) | (7.217) | (904) | (12.086) | |
| Net book value at 31.12.2015 | 4.907 | 2.810 | 2.429 | 10.147 |
Royalties include the use of brand names (IKEA). Other changes in acquisition cost are related to write-offs and sales of assets.
Investments are as analyzed as follows:
| COMPANY | |||||
|---|---|---|---|---|---|
| COUNTRY | % | % | |||
| SHAREHOLDING | 31/12/2015 | SHAREHOLDING | 31/12/2014 | ||
| 2015 | 2014 | ||||
| SUBSIDIARIES | |||||
| GENCO TRADE SRL | Romania | 1,57% | 367 | 1,78% | 903 |
| HOUSEMARKET SA | Greece | 100% | 38.740 | 100% | 38.740 |
| FOURLIS TRADE SA | Greece | 100% | 23.216 | 100% | 23.216 |
| INTERSPORT | |||||
| ATHLETICS SA | Greece | 100% | 15.664 | 100% | 15.664 |
| ASSOCIATE | |||||
| SPEEDEX SA | Greece | 49,55% | - | 49,55% | - |
| STOCK OPTION | 1.643 | 1.243 | |||
| TOTAL | 79.630 | 79.765 |
Operation of each company is analysed in the Annual Report of the Board of Directors.
On 31/12/2015 an impairment test was performed to those investments of the Company which appeared impairment indications (decrease of the shareholding in GENCO TRADE SRL) and an amount of € 535 thousand was recognized by implementing the shareholding in net equity as a valuation method. The investment in GENCO TRADE SRL until 28/5/2012 belonged by 100% to the parent company. The share capital increases that followed were totally covered by the 100% shareholder subsidiary INTERSPORT ATHLETICS S.A. and therefore at the end of the year the shareholding of the parent was formed at 1,57% and the shareholding of INTERSPORT ATHLETICS S.A. at 98,43%.
Associated companies SPEEDEX SA, VYNER LTD and SW SOFIA MALL ENTERPISES LTD have been included in the consolidated financial statements of the Group through the application of the equity method. WYLDES LTD (100% subsidiary of HOUSEMARKET SA) has a 50% participation shareholding in VYNER LTD and a 50% participation shareholding in SW SOFIA MALL ENTERPISES LTD. After applying the equity method, a loss of € 2.391 thousand was recognised in the consolidated income statement under "Contribution to associate companies losses" with a corresponding decrease in the carrying value of the investments in associates. Further differentiation of the investment value is due to the increase of the share capital of the associate SW SOFIA MALL ENTERPISES LTD of amount € 765 thousand.
The Summary financial information of SPEEDEX SA is as follows:
| Company | Country of establishment |
Total Assets |
Total Liabilities |
Income | Profits | Shareholding |
|---|---|---|---|---|---|---|
| 2015 | Greece | 16.913 | 21.238 | 29.700 | 827 | 49,553% |
| 2014 | Greece | 19.005 | 24.440 | 29.020 | 150 | 49,553% |
The consolidated financial information of VYNER LTD is as follows:
| Country of | Total | Total | ||||
|---|---|---|---|---|---|---|
| Company | establishment | Assets | Liabilities | Income | Losses | Shareholding |
| 2015 | Cyprus | 136.512 | 95.430 | 9.148 | (6.496) | 50,00% |
| 2014 | Cyprus | 128.625 | 96.390 | 851 | (3.105) | 50,00% |
The consolidated financial information of SW SOFIA MALL ENTERPISES LTD is as follows:
| Company | Country of establishment |
Total Assets |
Total Liabilities |
Income | Losses | Shareholding |
|---|---|---|---|---|---|---|
| 2015 | Cyprus | 4.137 | 208 | 134 | (6) | 50,00% |
| 2014 | Cyprus | 3.554 | 1.136 | 22 | (148) | 50,00% |
In relation to the associate company SPEEDEX SA, according to IAS 28, if the investor's share in the associate's losses equals or exceeds the carrying value of the investment, the investor does not recognize a further loss. Such unrecognised losses amount to € 2.143 thousand for the year 2015 and
€ 2.530 thousand for the year 2014.
In relation to the associate company VYNER LTD, we note that in November 2014 the investment of construction and operation of the shopping center in Sofia Bulgaria was completed and is accounted in Investment affiliates and associates.
Inventory is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Inventory | 75.467 | 83.112 | 0 | |
| Advances for purchases of merchandise | 2.878 | 2,858 | $\Omega$ | |
| Total | 78.346 | 85,970 |
The inventory cost of the Group which was recorded as an expense under cost of goods sold amounts to € 239.336 thousand (2014: € 237.750 thousand). The inventory value that was written off within the financial year was € 2.142 thousand (2014: € 1.610 thousand). An impairment provision for idle and slow moving inventory has been recognised and amounts to € 739 thousand (2014: € 309 thousand). A mortgage contract was held regarding the inventory of a subsidiary until the amount of € 25.000 thousand for the improvement of the credit terms.
Trade receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Trade receivables | 10.221 | 17.804 | 901 | 815 |
| Cheques receivables | 272 | STATISTICS 1.429 |
٥ | $\circ$ |
| Bad Debt Provisions | (6.690) | (5.568) | ٥ | o |
| 할 때 사람들은 아이들을 들어 들어갔다. Total |
3.803 | 13.666 | 90 | 815 |
Trade Receivables in 2015 include a customer balance of amount € 523 thousand (2014: € 2.515 thousand) which composes 13,75% of the total Trade Receivables balance.
The movement of the provision for bad debt receivables for 2015 and 2014 is analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | ||
| Opening Balance | (5.568) | (6.341) | 0 | $\circ$ | |
| Reversal of provisions | 376 | 521 | $\circ$ | $\mathbf 0$ | |
| Provision | (1.499) | 252 | ö | $\Omega$ | |
| Closing Balance | (6.690) | (5.568) | ٥ | $\circ$ | |
| $\Omega$ |
Annual Financial Report for the period 1/1/2015 to 31/12/2015
As at December 31, 2015 and 2014 the ageing of trade receivables is analyzed as follows:
| Total | Not due and not impaired trade receivables |
Overdue but not impaired trade receivables |
|
|---|---|---|---|
| 2015 | 3.803 | 1.113 | 2.690 |
| 2014 93342 P.M |
13,666 | 12.689 | 977 |
Other receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Debited VAT | 2.041 | 3.345 | 0 | 0 |
| Credit Cards receivable | 3.978 | 6.602 | 0 | 0 |
| Other debtors | 10.518 | 8,771 | 35 | |
| Total | 16.537 | 18.718 | 35 |
On 31/12/2015, other debtors include an amount of € 2.856 thousand (2014: € 1.937 thousand) as receivables for the submission of administrative appraisal of a subsidiary and total payment of the main tax amount less the corresponding additional taxes and surcharges. Furthermore, accruals of amount € 3.435 thousand and suppliers advances of amount € 368 thousand (2014: accruals of amount € 3.500 thousand and suppliers advances of amount € 703 thousand) are included in other debtors.
Cash represents the Group's and the Company's cash in hand as well as bank deposits available on demand and is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Cash in hand | 2.361 | 2.032 | 0 | |
| Bank Deposits | 22.499 | 32.855 | 65 | 625 |
| Total | 24.860 | 34.888 | 65 | 626 |
A subsidiary of the Group participated in the recapitalization of the Greek Banks which took place within the year and on 31/12/2015 the shares held in its portfolio were valuated at the amount of € 3.336 thousand. The valuation loss that was recognized on 31/12/2015 in net equity was of amount €
264 thousand. The valuation method of Investments/ Financial data available for sale was ranked at level 1 of the hierarchy.
On 31/12/2015 the share capital of the Company amounted to € 54.561.784,54 divided into 50.992.322 nominal shares of nominal value € 1,07 per share (Note 1).
On 31/12/2014 the share capital of the Company amounted to € 54.561.784,54 divided into 50.992.322 nominal shares of nominal value € 1,07 per share.
Evolution and coverage of share capital of the Company since its composition are analyzed as follows:
| TABLE OF CAPITAL EVOLUTION (amounts in euros) | |||||||
|---|---|---|---|---|---|---|---|
| Amount of increase | |||||||
| Date of General Assembly |
Government Gazette No. |
Cash Payments |
By capitalization of reserves - goodwill assets - Difference of share premium account |
New shares total |
Shares total | Share Capital after the increase |
Nominal value per share |
| Founding Capital |
618/13.6.66 | 514.673,51 | - | 5.000 | 5.000 | 14.673,51 | 2,93 |
| 27/7/1968 | 930/23.8.68 | - | 514.673,51 | 5.000 | 10.000 | 29.347,03 | 2,93 |
| 29/11/1971 | 1978/20.12.71 | - | 58.694,06 | 20.000 | 30.000 | 88.041,09 | 2,93 |
| 27/6/1975 | 2233/15.10.75 | - | 17.608,22 | 6.000 | 36.000 | 105.649,30 | 2,93 |
| 11/10/1982 | 4007/11.11.82 | 3,00 | 109.461,42 | 37.300 | 73.300 | 215.113,72 | 2,93 |
| 19/2/1988 | 446/17.3.88 | 528.246,52 | 1.897.872,34 | 2.926.700 | 3.000.000 | 2.641.232,58 | 0,88 |
| 24/6/1989 | 4336/29.12.89 | - | 264.123,26 | 300.000 | 3.300.000 | 2.905.355,83 | 0,88 |
| 21/12/1992 | 228/21.1.93 | - | 290.535,58 | 330.000 | 3.630.000 | 3.195.891,42 | 0,88 |
| 11/6/1994 | 2985/17.6.94 | 479.383,71 | 3.195.891,42 | 4.174.500 | 7.804.500 | 6.871.166,54 | 0,88 |
| 27/6/1998 | 5395/7.7.98 | - | 5.496.933,24 | 6.243.600 | 14.048.100 | 12.368.099,78 | 0,88 |
| 5/3/1999 | 1572/22.3.99 | 6.648.774,76 | - | 7.551.900 | 21.600.000 | 19.016.874,54 | 0,88 |
| 23/6/2000 | 7051/25.7.00 | 3.847.395,45 | - | 4.370.000 | 25.970.000 | 22.864.269,99 | 0,88 |
| 22/6/2001 | 5916/11.7.01 | - | 3.105.730,01 | - | 25.970.000 | 25.970.000,00 | 1,00 |
| 21/6/2002 | 6897/8.7.02 | - | 25.970.000,00 | 25.970.000 | 51.940.000 | 51.940.000,00 | 1,00 |
| 20/6/2003 | 12169/4.11.03 | Cancellation 987.080 of own shares |
- | 50.952.920 | 50.952.920,00 | 1,00 | |
| 10/6/2011 | 99/19.1.11 | 39.402,00 | - | 39.402 | 50.992.322 | 50.992.322,00 | 1,00 |
| 13/6/2014 | 243951/3.9.14 | Share capital increase 3.569.462.54 by capitalization of tax free reserves 3.297.339,74 and share premium differences 272.122,08 |
- | 50.992.322 | 54.561.784,54 | 1,07 | |
| Total | 50.992.322 | 54.561.784,54 | 1,07 |
The movement of the reserves is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Statutory Reserves | 16.503 | 16.368 | 6.686 | 6.686 |
| Revaluation Reserves | 722 | 753 | 0 | $\mathbb O$ |
| Foreign exchange diff. from Statement of Financial Position transl. reserves |
(4.280) | (2.839) | 0 | $\mathbf{0}$ |
| Extraordinary Reserves | 17.649 | 17.573 | 6.970 | 6.970 |
| SOP Reserve | 1.223 | 718 | 1.223 | 718 |
| Purchase of own shares | Ö | 0 | O | $\theta$ |
| IRS Reserve | (172) | (201) | 0 | Ò |
| Total | 31.646 | 32.372 | 14,879 | 14.374 |
Statutory Reserve: In accordance with the provisions of Greek company law, the creation of a statutory reserve, through the transfer of the 5% of the annual after tax profits, is mandatory up until the reserve reaches 1/3 of the share capital. The statutory reserve is only distributable upon dissolution of the Company, it may however be used to set - off accumulated losses.
Tax Free Reserves: The Group has a Tax Free Reserve of € 4.052 thousand (2014: € 4.052 thousand), which was mainly derived from interest of deposits or bonds. In the case of distribution or capitalisation the reserves will be taxed with the official tax rate declared by the L4172/2013 (Note 23).
Exchange Differences from subsidiaries accounts conversion: This reserve is comprised from the foreign exchange differences arising from the retranslation of the financial statements of Subsidiaries which have a different functional currency from the parent company.
Cash Flow Hedging reserve: The hedging reserve comprises of the effective portion of the cumulative net change in the fair value of cash flow hedging instruments (IRS).
The Shareholders General Assembly dated on 19/6/2015 did not propose a dividend distribution for the year 1/1 – 31/12/2014 taking into consideration the financial results of this period.
Taking into account not only the development projects of the Company funding needs, but also the general economic environment, the Board of Directors will propose to the Annual General Assembly of Shareholders of 2016, not to distribute any dividend.
The obligation of employee compensation due to termination of service (Law 2112/20, 4093/12 for Greek Companies, Bulgarian Labor Law for Bulgarian Companies and Labor Law 1475 for Turkish Company) appears in the Financial Statements in compliance with IAS 19 and is based on an actuarial study elaborated by AON Hewitt on December 31 st ,2015. The obligation for employee compensation due to termination of service was affected in 2013 by the provisions of Law 4093/12, according to which the maximum level of compulsory compensation of which the employee is entitled in case of dismissal or retirement, has decreased.
Basic assumptions of the actuarial study for Greece are the following:
| Greek Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 1,00% | 1,00% |
| Discount interest rate | 1,86% - 2,74% | 1,57% - 2,25% |
| Inflation | 1,00% | 1,00% |
| Plan duration (years) | 10-24 | 12-25 |
In case of an average annual payroll increase by 0,50% (namely 1,50%), the amount of liabilities due to termination of service of Greek companies would increase from 5,01% to 12,27%. In case of a discount rate increase by 0,50%, the amount of liabilities due to termination of service of Greek companies would decrease from 4,71% to 11,05%.
| Bulgarian Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 3,50% | 3,50% |
| Discount interest rate | 2,36% | 2,61% |
| Inflation | 2,00% | 2,00% |
| Plan duration (years) | 24-31 | 25 |
In case of an average annual payroll increase by 0,50% (namely 4,00%), the amount of liabilities due to termination of service of Bulgarian companies would increase from 12,41% to 16,12%. In case of a discount rate increase by 0,50% (namely 2,86%), the amount of liabilities due to termination of service of Bulgarian companies would decrease from 11,00% to 13,98%.
| Turkish Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 7,10% | 7,10% |
| Discount interest rate | 11% | 9,00% |
| Inflation | 5,10% | 5,10% |
| Plan duration (years) | 23 | 24 |
In case of an average annual payroll increase by 0,50% (namely 5,60%), the amount of liabilities due to termination of service would increase by 11,00% for INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. In case of a discount rate increase by 0,50% (namely 11,50%), the amount of liabilities due to termination of service would decrease by 10,00% for INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. In the analysis of sensitivity of Turkey, a reference is made to the inflation rate and not to compensation increase because benefits in Turkey are subject to a maximum salary (plafond) and an increase/decrease of inflation will affect the maximum salary.
The expense derived from the compensation to employees due to retirement, that was recorded in the Income Statement of the financial year 2015 is analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Service Cost | 307 | 237 | 26 | 21 |
| Interest Cost | 81 | 88 | 6 | 8 |
| Cost reduction/settlement/termination service | 234 | 634 | 18 | $\mathbf 3$ |
| Total amount allocated in Income statement. | 622 | 959 | 51 | 31 |
| Balance of liability at the beginning | 3.097 | 2.357 | 300 | 218 |
| Compensation due to retirement | 622 | 959 | 51 | 31 |
| Paid amounts | (359) | (869) | (7) | 0 |
| Actuarial gains/losses | (275) | 655 | (10) | 51 |
| Balance of liability in the end | 3.086 | 3.104 | 334 | 300 |
The Extraordinary General Assembly of the Company of September 27, 2013, in the context of Stock Option Plan, approved the disposal of 1.507.678 stock options. The program will be implemented in three waves, with a maturity period of three years per wave. Options should be exercised within five years since their maturity date. In case that, after the grant some of the options remain undisposed, those options will be cancelled. The option grant price of each wave is the market closing price on the day of Extraordinary General Assembly's resolution regarding the approval of the program.
On 25/11/2013 the board of Directors granted 502.550 stock options, which are the first of the three waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the wave mentioned above are granted within three years as follows:
| Vesting Date | No of Options |
|---|---|
| 31/12/2013 | 167.517 |
| 31/12/2014 | 167.517 |
| 31/12/2015 | 167.516 |
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2013 | 0,8589 |
| 31/12/2014 | 1,2718 |
| 31/12/2015 | 1,5701 |
| The variables upon which the data above were calculated are as follows: |
| Variable | Value |
|---|---|
| Exercise Price | € 3,4 |
| Grant Date | 27/9/2013 |
| Volatility | 62,47% |
| Dividend Yield | 0% |
| Attrition Rate | 10% |
| Risk Free Rate | 1,5114% |
On 24/11/2014 the board of Directors granted 502.550 stock options, which are the first of the three waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the wave mentioned above are granted within three years as follows:
| Vesting Date | No of Options |
|---|---|
| 31/12/2014 | 167.517 |
| 31/12/2015 | 167.517 |
| 31/12/2016 | 167.516 |
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2014 | 0,8030 |
| 31/12/2015 | 1,3464 |
| 31/12/2016 | 1,6540 |
The variables upon which the data above were calculated are as follows:
| Variable | Value |
|---|---|
| Exercise Price | € 3,4 |
| Grant Date | 24/11/2014 |
| Volatility | 44,56% |
| Dividend Yield | 0% |
| Attrition Rate | 10% |
| Risk Free Rate | 1,8416% |
| During the period 1/1 – 31/12/2014, no stock option granted by the first wave of SOP was exercised. |
On 23/11/2015 the board of Directors granted 502.578 stock options, which are the third of the three
waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the aforementioned wave are vested in 3 years as follows:
| Vesting Date | No of options |
|---|---|
| 31/12/2015 | 167.517 |
| 31/12/2016 | 167.517 |
| 31/12/2017 | 167.544 |
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2015 | 0,6669 |
| 31/12/2016 | 0,7441 |
| 31/12/2017 | 0,9384 |
The variables upon which the data above were calculated are as follows:
| Variable | Value |
|---|---|
| Exercise Price | € 3,40 |
| Grant Date | 23/11/2015 |
| Volatility | 61,52% |
| Dividend Yield | 0,00% |
| Attrition Rate | 10% |
| Risk Free Rate | 2,0334% |
| During the period 1/1 – 31/12/2015, no stock option granted by the first and second wave of SOP was | |
| exercised. |
During the period 1/1 – 31/12/2015, an amount of € 505.205 (2014: € 450.843) was recorded in the Consolidated Income Statement as an expense and regards all three waves of the program.
During the year ended on December 31, 2015 the amount of defined benefit contributions under the private insurance program that was recorded as an expense by the parent Company totalled to € 199 thousand (2014: € 201 thousand) while the respective amount recorded as an expense by the Group amounted to € 457 thousand (2014: € 446 thousand).
The Group has significantly reduced its exposure to credit risk due to the disinvestment of the
Wholesale Trading of Electrical Equipment segment and the focus in the retail segments where the payment of goods is mainly made by cash or credit cards discounts. The maximum exposure at 31/12/2015, without taking into consideration any hedging or insurance strategies, was as follows:
| 2015 | 2014 | |
|---|---|---|
| c 000s | ||
| Trade & other receivables | 3,803 | 13,666 |
| Cash & cash equivalent | 24,860 | 34.888 |
The maximum exposure to credit risk on trade receivables of the Group without taking into consideration any hedging or insurance strategies at the date of the Statement of Financial Position, per geographic segment was as follows:
| 2015 | 2014 | |
|---|---|---|
| COOOS | ||
| Greece | 3.563 | 13.266 |
| Southeastern Europe Countries | 240 | 399 |
The maximum exposure at the date of the Statement of Financial Position, per customer type was:
| Book Value | |||
|---|---|---|---|
| 2015 | 2014 | ||
| COODs | |||
| Wholesale trade customers | 3,803 | 13.536 | |
| コンパンス いたいしゅう スコントロール こうじょうさいじょうこう Retail trade customers |
$\Omega$ | 130 |
Liquidity risk is retained at low levels by maintaining adequate bank credit lines and significant cash and cash equivalents which on 31/12/2015 amounted to € 24,9 million for the Group vs € 34,9 million on 31/12/2014. During year 2015, the Group succeeded to maintain the improved credit terms from its main suppliers.
The contractual loan dues including interest payments, excluding the net - off agreements, are as per paragraph Borrowings, while for Accounts Payable and Other Liabilities are less than 12 months.
| Immediate termination |
3 months | 3 to 12 months | 1 to 5 years | More than 5 years |
Total | |
|---|---|---|---|---|---|---|
| 2015 | ||||||
| Credit lines | 3,522 | o | 6,560 | Ü. | 0 | 10,082 |
| Short-term loans | 73 | 4,900 | 20.757 | 0 | 0 | 25.729 |
| Long-term loans | 0 | 2.326 | 14,959 | 91,680 | o | 108,965 |
| Leasing | 40 | 628 | 2,133 | 2,074 | 0 | 4,875 |
| Total | 3,635 | 7.854 | 44.408 | 93.754 | o | 149.650 |
| 2014 | ||||||
| Credit lines | 2.756 | o | 5,398 | 0 | 0 | 8,154 |
| Short-term loans | 388 | 4,427 | 22.492 | $\circ$ | 0 | 27,307 |
| Long-term loans | 2.600 | 11,120 | 13.626 | 102.604 | ö | 129,951 |
| Leasing | 0 | 543 | 1,672 | 2,305 | ö | 4,520 |
| Total | 5.745 | 16,090 | 43.188 | 104.909 | 0 | 169.932 |
The Group is exposed to foreign exchange risk arising for its transactions in foreign currencies (RON, USD, TRY, SEK). The percentage of the balance of suppliers in currency other than the publication currency (euro) is 15,36% of the total. The Group, in order to minimize the foreign exchange risk, in certain cases pre - purchases foreign currencies.
The Group has investments in companies overseas, the net assets of which are exposed to foreign exchange risk. This type of foreign exchange risk (translation risk) arises due to the operations in Romania (RON), Bulgaria (BGN) and Turkey (TRY). The Management has managed to reduce foreign exchange risk, given the strong capital structure of the companies and to decrease borrowings in currencies other than the local.
More particularly, approximately 90% of GENCO TRADE SRL (Romania) loans are in local currency (RON) in an effort to avoid the exchange difference charges resulting from RON devaluating vs. the Euro. In Bulgaria the local currency is pegged to the Euro (EUR/ BGN = 1.95583) a fact which can not guarantee that in the case of a worsening situation this conversion ratio will remain constant. In Turkey, the financing for commercial activity is in local currency, while for investments is in euro.
| 31/12/2015 Foreign currency in euro | ||||||||
|---|---|---|---|---|---|---|---|---|
| USD | GBP | CHF | SEK | RON | TRY | BGN | EUR | |
| Trade creditors and other liabilities |
9 319 |
σ | 455 | 7.252 | 2.434 | 4.776 |
| 31/12/2014 Foreign currency in euro | ||||||||
|---|---|---|---|---|---|---|---|---|
| USD | GBP | OHE | SEK | RON | TRY | BGN | EUR | |
| Trade creditors and other liabilities |
413 | 452 | 296 | 2.204 | 3.256 |
A Euro revaluation of 10% at December 31, vs the below currencies would increase (decrease) the Net Equity and the Operating Results as per the amounts indicated at the below summary. It is assumed that all other variables (Interest Rates) would remain constant.The analysis was performed in a similar manner for 2015.
| Net Equity | Operating Result |
|---|---|
| 32 | 32 |
| 46 | 46 |
| 243 | 243 |
| 725 | 725 |
| 1.046 | 1.046 |
| 41 | 41 |
| 45 | 45 |
| 30 | 30 |
| 220 | 220 |
| 829 | 829 |
| 1.165 | 1.165 |
A Euro devaluation of 10% at December 31, vs the aforementioned currencies would have an equal but opposite impact in comparison to the ones presented above, based on the assumption that all the other variables would remain constant.
The exchange rates of foreign currencies used for the conduction of the financial statements of the year 2015, are presented at the table below:
| BS | 31/12/2015 | |
|---|---|---|
| TRY | 3.1765 | |
| BGN | 1.9558 | |
| RON | 4.5240 |
| PL. | 1/1/2015 - 31/12/2015 |
|---|---|
| TRY | 30255 |
| BGN | 1.9558 |
| RON | 4 4 4 5 4 |
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities. Despite of the fact that we believe that in an environment of prolonged global slowdown, the risk of rising interest rates remains low, the group has entered into Interest Rate Swap (IRS) contracts effectively converting part of the loans from floating to fixed interest rate for a period of 3 to 5 years.
The profile of Group's loan liabilities at the date of the Statement of Financial Position is analysed in paragraph Borrowings.
A 1% fluctuation of the Group's borrowing rate at December 31, would increase (decrease) the Net Equity and the Operating Results by € 1.496 thousand for the year 2015 and € 1.699 thousand for the year 2014.
No such Instruments (Assets/Liabilities) valued at fair value through income statement exist.
The carrying amounts of the financial instruments of assets and liabilities (i.e. trade and other receivables, cash and cash equivalents, trade and other payables, derivative financial instruments, borrowings and finance leases) approximate their fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between two market participants at the measurement date. The fair values of the financial instruments as of 31 December 2014 represent management's best estimate. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Group's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Group based on the best information available in the circumstances.
The three levels of the fair value hierarchy are as follows:
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Within the year, there were neither moving between levels 1 and 2 nor moving inside and outside level 3 during the measurement of fair value. Moreover, within the same year, there was no change in the purpose of any financial asset which would lead to a different classification of this asset.
The primary objective of the Group's capital management is to ensure and maintain strong credit ratings and healthy capital ratios in order to support the investment projects and maximizing the return of invested capital for the shareholders.
The Group monitors its capital management through the use of a gearing ratio - net debt divided by equity plus net debt - where net debt includes interest bearing loans and borrowings minus cash. The Group's strategic objective is to maintain the above ratio between 30% and 45%. On 31/12/2015 the ratio stood at 44% (2014: 45%).
Borrowings for the year 2015 and 2014 are analyzed as follows:
| GROUP | |||
|---|---|---|---|
| 31/12/2015 | 31/12/2014 | ||
| Non - current loans | 108.965 | 129.951 | |
| Finance Leases | 4,875 | 4.520 | |
| Total long term loans and short term portion of long term loans | 113,839 | 134,471 | |
| Current portion of non-current loans and borrowings | 17,285 | 27.347 | |
| Short-term portion of non-current Lease | 2.801 | 2.215 | |
| Non - current loans | 93.754 | 104.909 | |
| Short term loans for working capital | 35,811 | 35,461 | |
| Total loans and borrowings | 149,650 | 169,932 |
The Company had no loan liabilities on 31/12/2015 and on 31/12/2014.
The maturity table of the Finance Lease Liability is as follows:
| GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||
| Up to 1 year | $2 - 5$ years | More than 5 years | Total | Up to 1 year | 2-5 years More than 5 year | Total | ||
| Future Lease Payments | . 3.002 |
2.295 | ŏ | SECRETS 5.297 |
2,404 | 2378 | 0 | 4.782 |
| Less Interest | đ | 衟 | ٥ | 252 | ||||
| Present Value of Future Lease Payments | 2801 | 2074 | ō | 4.875 | 2215 | 2305 | 4520 |
The repayment period of non - current loans varies between 2 to 5 years and the average effective interest rate of the Group was 4,98% during the year 2015 (2014: 5,3%). Repayments and proceeds of loans of the current period amounted to € 41.032 thousand and € 18.001 thousand respectively. Non - current loans, including their part which is payable within 12 months, cover mainly the Group's growth needs and are analyzed in bond, syndicated and other non - current loans as follows:
| 31/12/2015 | Amount | Issuing Date |
Duration | |
|---|---|---|---|---|
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 1.989 | 17/8/2011 | 7 years from the issuing date (€816 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.600 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.600 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| 7.189 | ||||
| Bond | 9.000 | 4/11/2009 | 8 years from the issuing date | |
| TRADE LOGISTICS SA | Bond | 5.400 | 29/2/2012 | In 2014 an extension was agreed until February 2017 years (€1.600 payable forthcoming period) |
| 14.400 | ||||
| RENTIS SA | Bond | 8.000 | 2/3/2013 | 2 years from the issuing date (an extension was agreed until 20/1/2017) |
| Bond | 2.300 | 20/1/2010 | 7 years from the issuing date | |
| 10.300 | ||||
| HOUSE MARKET BULGARIA AD | Syndicated | 42.910 | 22/12/2011 | 7 years from the issuing date (€7.980 payable forthcoming period) |
| 42.910 | ||||
| INTERSPORT S.A. | Bond | 24.567 | 18/11/2014 | 5 years from the issuing date (€2.090 payable forthcoming period) |
| 24.567 | ||||
| HOUSEMARKET SA | Bond | 9.600 | 21/2/2011 | 6 years from the issuing date (€3.200 payable forthcoming period) |
| 9.600 | ||||
| Total | 108.966 |
| 31/12/2014 | Amount | Issuing Date |
Duration | |
|---|---|---|---|---|
| FOURLIS TRADE SA | Bond | 4.100 | 14/12/2009 | In 2015 an extension was agreed until 31/7/2015 due to discontinued operation of the company |
| 4.100 | ||||
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.765 | 17/8/2011 | 7 years from the issuing date (€720 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 3.400 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 3.400 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| 9.565 | ||||
| Bond | 9.000 | 4/11/2009 | 8 years from the issuing date | |
| TRADE LOGISTICS SA | Bond | 7.000 | 29/2/2012 | In 2014 an extension was agreed until February 2017 years (€1.200 payable forthcoming period) |
| 16.000 | ||||
| RENTIS SA | Bond | 8.000 | 2/3/2013 | 2 years from the issuing date (an extension was agreed for two years) |
| Bond | 4.000 | 20/1/2010 | 7 years from the issuing date | |
| 12.000 | ||||
| HOUSE MARKET BULGARIA AD | Syndicated | 48.830 | 22/12/2011 | 7 years from the issuing date (€6.000 payable forthcoming period) |
| 48.830 | ||||
| INTERSPORT S.A. | Bond | 26.656 | 18/11/2014 | 5 years from the issuing date (€2.160 payable forthcoming period) |
| 26.656 | ||||
| HOUSEMARKET SA | Bond | 12.800 | 21/2/2011 | 6 years from the issuing date (€3.200 payable forthcoming period) |
| 12.800 | ||||
| Total | 129.951 |
Non –current loans include:
a) The remaining finance lease liability of the company HOUSEMARKET S.A. through which the Company financed the purchase of land and building on 27 December 2000 as well as the improvements made on the building and the purchase of equipment for the first IKEA store in Greece in Pylea Thessaloniki. The finance lease for the land and the building improvements expires on December 2016.
97 b) The remaining finance lease liability of the company INTERSPORT ATHLETICS S.A. through which it financed the purchase of new mechanical equipment for warehousing and transportation of goods in
the warehousing premises of the subsidiary company TRADE LOGISTICS S.A. on 29 September 2015. The finance lease expires on September 2020.
Total short term loans of the Group include current loans and overdraft bank accounts which are used for the Group's working capital needs. The amounts drawn are used mainly to cover current obligations to suppliers. The weighted average interest rate of short term loans for the period 1/1/2015 to 31/12/2015 was approximately 5,86% (2014: 6,3%). During the current period, Interest Rate Swaps or IRSs continue to exist, in order to mitigate the risk of subsidiaries of a sudden increase in interest rates in the interbank market.
The terms of the swap agreements are as follows:
5year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for nominal amount of 5 million euros, with a negative fair value for HOUSE MARKET BULGARIA AD on 31/12/2015 of € 191 thousand (31/12/2014: € 224 thousand).
Some of Group's loans include loan covenants. On 31/12/2015 the Group either complied with the terms of the loans or had the approval to wave the right to calculate them.
The Group, having centralized its capital management, has the ability to directly identify, quantify, manage and hedge, if necessary, its financial risks created by its operational activities so as to be consistent to the changes in the economic environment. The Group continuously observes and budgets its cash flow and acts appropriately in order to ensure open credit lines for covering current capital needs.
The carrying amounts of the financial instruments of assets and liabilities (i.e. trade and other receivables, cash and cash equivalents, trade and other payables, derivative financial instruments, borrowings and finance leases) approximate their fair value.
Trade and other payables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Trade payables | 79.963 | 88.176 | 145 | 156 |
| Accrued expenses | 6.165 | 5.744 | 422 | 326 |
| Other payables | 1.181 | 1.087 | 92 | 77 |
| Taxes liability | 7.788 | 7.335 | 175 | 175 |
| Customers advances | 1.583 | 1.556 | 119 | $\circ$ |
| Insurance Organizations | 2.479 | 2.492 | 141 | 132 |
| Total | 99.161 | 106.391 | 1.095 | 867 |
The nominal tax rates in the countries that the Group is operating vary between 10% and 29% for the year, as follows:
| Country | Income Tax Rates (31/12/2015) |
|---|---|
| Greece | 29,0% |
| Romania | 16,0% |
| Bulgaria | 10,0% |
| Cyprus | 12,5% |
| Turkey | 20,0% |
In accordance with article 1 par. 4 of Law 4334/16.7.2015, tax rate of legal entities established in Greece increased from 26% to 29% effective on the publication of the Government Gazette (namely 16/7/2015).
The parent company and its subsidiaries have not been audited by the tax authorities for the years noted below:
| COMPANY | YEARS |
|---|---|
| FOURLIS HOLDINGS SA | 2010 – 2015 (*) |
| FOURLIS TRADE SA | 2009 – 2015 (*) |
| INTERSPORT ATHLETICS SA | 2008 – 2015 (*) |
| SERVICE ONE SA | 2010 – 2015 (*) |
| GENCO TRADE SRL | 2007 – 2015 |
| GENCO BULGARIA EOOD | 2008 – 2015 |
| TRADE LOGISTICS SA | 2010 – 2015 (*) |
| HOUSEMARKET SA | 2011 – 2015 (*) |
| HM HOUSEMARKET (CYPRUS) LTD | 2006 – 2015 |
|---|---|
| HOUSE MARKET BULGARIA AD | 2008 – 2015 |
| RENTIS SA | 2010 – 2015 (*) |
| INTERSPORT ATHLETICS (CYPRUS) LTD | 2006 – 2015 |
| WYLDES LTD | 2009 – 2015 |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. | 2011 – 2015 |
Assosiate companies have not been audited by the tax authorities for the years noted below:
| COMPANY | YEARS |
|---|---|
| VYNER LTD | 2009 – 2015 |
| SPEEDEX SA | 2011 – 2015 (*) |
| SW SOFIA MALL ENTERPRISES LTD | 2015 |
(*)For the fiscal years 2011, 2012, 2013, 2014 and 2015 all companies of the Group located in Greece, have been subjected to tax audit by Certified Audit Accountants in compliance with the provisions of Article 82 par. 5 of Law 2238/1994 and received a Tax Compliance Certificate for fiscal years 2011, 2012, 2013 and 2014. Upon completion of the audit, no tax liabilities occurred, other than those recorded in the financial statements. In order for the years 2011, 2012, 2013 and 2014 to be considered integrated, provisions specified in par. 1a of Article 6 POL 1159/2011 should apply.
In September 2014 the tax audit for the financial years 2007-2010 for the subsidiary HOUSEMARKET S.A. was completed and taxes of amount € 1.841 thousand, as well as fines and surcharges of amount € 2.022 thousand were assessed. On 24/10/2014 an administrative appeal was submitted, according to art. 63 of the Law 4174/2013, seeking for the review of the assessment acts of the Tax Authorities, and half of the amount disputed, i.e. € 1.937 thousand was paid. On 24/2/2015 the company was informed of the decision of the Authority for the Settlement of Disputes, concerning the aforementioned administrative appeal, which reduced the taxes assessed to € 1.632 thousand and the fines and surcharges to € 1.761 thousand. On 3/4/2015 two appeals (concerning VAT and income tax) were submitted to the Administrative Courts, against the decision of the Authority for the Settlement of Disputes. On 29/4/2015, based on the L. 4321/2015, the full payment of the amount of the main tax was made with a decrease of additional taxes and surcharges attributable. 22/9/2015 was the date set for the discussion of the appeal of the subsidiary HOUSEMARKET SA in the Administrative Court of Appeals, which was postponed for 1/12/2015. On 1/12/2015 the case was discussed at the Administrative Court of Appeals and a resolution is expected. The Management estimates that any potential liability may arise for the Group as a result of this subject, there will not be any significant impact on the income statement, cash flows or total financial situation of the Group.
On 31/12/2015, the accumulated amount of tax provisions for the unaudited fiscal years of the subsidiary HOUSE MARKET S.A. is € 1.609 thousand.
The income tax expense for the year 2015 and the relative year 2014 is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Income tax | 1,990 | 1.904 | $\Omega$ | $\circ$ |
| Tax audit differences | 11 | 269 | ۰ | $\circ$ |
| Tax N4172 tax free reserves | 0 | (626) | $\Omega$ | (626) |
| Deferred Taxes: | ||||
| Differences of fixed assets | 835 | -3.28 277 |
(4) | 93,622 (8) |
| Provisions for employee benefits | (113) | 137 | (4) | 52 |
| Finance leases | 119 | $\circ$ | $\Omega$ | $\ddot{o}$ |
| Supplier adjustment. | $\circ$ | $\circ$ | $\bf 0$ | $^{\circ}$ |
| Provisions | (387) | 1,116 | (3) | ö |
| Accrued Taxes | 383 | (852) | o | (610) |
| Inventory Write Off Provision | (242) | 113 | o | $\circ$ |
| Effect of changes on tax rates | (332) | 104 $\circ$ |
(13) | $\alpha$ |
| Total Deferred taxes | 263 | 790 | (24) | (565) |
| Income Tax Expense | 2.265 | 2.337 | (24) | (1.192) |
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Profit before taxes | 2517 | (9.137) | (1.430) | (9.436) |
| Income tax based on nominal tax rate | 855 | (93) | (415) | 0 |
| Tax on tax free income | (265) | (106) | 0 | 0 |
| Tax on non deductible expenses | 593 | 275 | 0 | $\theta$ |
| Tax on tax losses | 1.050 | 595 | Ũ | (610) |
| Non operating income tax | 3 | 22 | ö | $\mathbf 0$ |
| Write-off of receivables | 415 | 961 | 415 | $\mathbf 0$ |
| Effect of Assets held for Sale | 0 | (8) | 0 | (8) |
| Miscellaneous timing differences | (387) | 1.318 | (24) | 52 |
| Tax L4172 tax free reserve | 0 | (626) | 0 | (626) |
| Tax in statement of comprehensive income | 2 2 6 5 | 2.337 | (24) | (1.192) |
Deferred taxes on 31/12/2015, which appear in the Statement of Comprehensive Income and compose income due to valuation of cash flow hedging at the fair value, amount to € 3 th. (€ 13 th. on 31/12/2014) and income due to defined benefits plans, amount to € 62 th. (€ 178 th. on 31/12/2014).
Deferred taxes as at 31 December 2015 and 31 December 2014 which appear in other Financial Statements are analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Liabilities: | ||||
| Depreciation Difference | 3,160 | 2.592 | 0 | 0 |
| Employee retirement benefits | (572) | (507) | 0 | 0 |
| Deferred Income tax | (581) | (565) | $\mathbf{0}$ | 0 |
| Expenses Provision | (31) | $\bf{0}$ | 0 | 0 |
| Reclass of Revenue account | 58 | 126 | 0 | $\mathbf{0}$ |
| Impairment on reserves | $\mathbf 0$ | (130) | $\mathbf 0$ | 0 |
| Provision Other Expenses | (342) | (19) | 0 | 0 |
| Total | 1.693 | 1.498 | 0 | 0 |
| Assets: | ||||
| Depreciation calc, difference | 207 | 609 | 1 | (6) |
| Employee retirement benefits | 301 | 297 | 104 | 93 |
| Stock devaluation | 111 | 69 | $\circ$ | $\circ$ |
| Provisions | (5) | 17 | 3 | $\theta$ |
| Provision for doubtful debts | 893 | 495 | 0 | $\mathbf 0$ |
| Finance leases | 210 | 323 | 0 | 0 |
| Reclass of Revenue account | 0 | $\circ$ | 0 | 0 |
| Deferred income tax | 6.068 | 6.436 | 680 | 680 |
| Total | 7.785 | 8.245 | 788 | 767 |
Deferred income taxes result from temporary differences between assets and liabilities tax recognition and financial statements composition.
On 31/12/2015, the Group had accumulated carried forward tax losses in its subsidiaries on part of which a provision was made for deferred tax asset of amount € 6.068 thousand as the Management considered that the recognition criteria were met. For the part of tax losses on which a deferred tax asset has been recognized, the Management estimates that they will be covered against taxable profits before their expiration date.
Given that some of the Group companies have not been audited by the tax authorities for a few years, as mentioned above, it is considered by the Group that adequate provisions for current and future tax audit differences have been made. On 31/12/2015, the cumulative Group's provision for unaudited tax
years amounts to € 2.054 thousand (€ 2.054 th. on 31/12/2014) and to € 20 thousand for the Company as at 31/12/2015 (€ 20 th. on 31/12/2014) which is displayed in Income Tax Payable.
The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares during the period. The weighted average number of shares as at 31 December 2015 is 50.992.322.
| GROUP | |||
|---|---|---|---|
| 31/12/2015 | 31/12/2014 | ||
| (Loss)/Profit after tax attributable to owners of the parent | 253 | (11.475) | |
| Number of issued shares | 50.992.322 | 50.992.322 | |
| SOP Impact | 1.005.019 | 586,308 | |
| Effect from purchase of own shares | O | $\circ$ | |
| Weighted average number of shares | 51.997.341 | 51.578.630 | |
| Basic (Losses)/Earnings per Share (in Euro) | 0,0050 | (0, 2250) | |
| Diluted (Losses)/Earnings per Share (in Euro) | 0.0049 | (0, 2225) |
| Discontinued operations | ||
|---|---|---|
| 31/12/2015 | 31/12/2014 | |
| Basic Earnings / Losses per Share (in Euro) | (0,0538) | (0,1710) |
| Diluted Earnings/ Losses per Share (in Euro) | (0,0527) | (0,1690) |
On 31/12/2015, the Company does not hold treasury shares and no treasury shares program is currently held.
The Group's contingent liabilities for the period 1/1 - 31/12/2015 are analyzed as follows:
amounting to € 33.337 th.
There are no litigation or arbitration proceedings that might have a material impact on the Group's Financial Statements.
Group as Lessee: The Group has leasing contracts for plant and equipment in order to cover its operating needs. This is accomplished through finance and operating leasing contracts. Concerning the finance leasing contracts see above in paragraph 20 "Borrowings".
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Up to 1 year | 22.849 | 18.166 | 210 | 195 |
| Between 1-5 years | 79,480 | 68,877 | 910 | 807 |
| More than 5 years | 137.284 | 145,642 | 502 | 632 |
| Total | 239.612 | 232.685 | 1.622 | 1,634 |
Concerning operating leasing contracts, the total future dues for rents as below:
The expense for operating leasing of financial year 2015, that was recorded in the income statement amounted to € 22.348 thousand (€ 21.978 thousand for the year 2014).
Group as Lessor: The future leasing contracts of the Group as a lessor amounts to € 2.245 thousand until 1 year, € 9.054 thousand for 2 - 5 years, and 9.260 thousand for 5 years and up (2014: € 930 thousand until 1 year, € 5.718 thousand for 2 - 5 years, and € 3.337 thousand for 5 years and up).
There are no litigation or arbitration proceedings as well as resolutions of judicial institutions (paragraph 23) that might have a material impact on the assets of the Group's companies.
Related parties of the Group include the Company, subsidiary and associated companies, the management and the first line managers. The parent company provides advice and services to its subsidiaries in the areas of IT, HR, financial planning and controlling, treasury and social responsibility.
The analysis of the related party receivables and payables as at 31 December 2015 and 2014 are as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | ||
| FOURLIS TRADE SA | 0 | 0 | 6 | 79 | |
| HOUSE MARKET SA | Ű | 0 | o | 188 | |
| INTERSPORT SA | 0 | 0 | 606 | 267 | |
| SERVICE ONE SA | 0 | $\alpha$ | 11 | 9 | |
| TRADE LOGISTICS SA | ō | 0 | 13 | 35 | |
| GENCO BULGARIA | o | ٥ | 16 | 37 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 3 | 2 | |
| H.M. HOUSE MARKET (CYPRUS) LTD | 0 | 0 | 14 | 8 | |
| SPEEDEX SA | 7 | ō | 7 | Û | |
| RENTIS SA | 0 | 0 | $\overline{\mathbf{2}}$ | $\overline{\mathbf{c}}$ | |
| HOUSE MARKET BULGARIA AD | 0 | ٥ | 25 | 15 | |
| GENCO TRADE SRL | o | 0 | 4 | 22 | |
| INTERSPORT ATLETIK | 0 | 0 | 14 | 23 | |
| TRADE STATUS SA | 160 | 108 | 157 | 104 | |
| Total | 167 | 108 | 877 | 790 | |
| FOURLIS TRADE SA | $\mathbf 0$ | $\bf{0}$ | $\circ$ | 0 | |
| HOUSE MARKET SA | $\Omega$ | 0 | 125 | 5 | |
| INTERSPORT SA | $\theta$ | 0 | 0 | 7 | |
| SERVICE ONE SA | $\mathbf{0}$ | 0 | 0 | $\theta$ | |
| TRADE LOGISTICS SA | $\circ$ | 0 | 1 | 1 | |
| GENCO BULGARIA | o | $\mathbf 0$ | Ū | 0 | |
| INTERSPORT (CYPRUS) LTD | $\ddot{\text{o}}$ | 0 | Ű | 0 | |
| H.M. HOUSE MARKET (CYPRUS) LTD | 0 | 0 | 0 | 0 | |
| SPEEDEX SA | 137 | 152 | 1 | $\overline{\mathbf{c}}$ | |
| RENTIS SA | $\circ$ | 0 | $\circ$ | $\ddot{\mathbf{0}}$ | |
| HOUSE MARKET BULGARIA AD | $\circ$ | 0 | 0 | $\circ$ | |
| GENCO TRADE SRL | 0 | 0 | 0 | 0 | |
| INTERSPORT ATLETIK | o | o | o | o | |
| TRADE STATUS SA | 1 | 0 | 0 | o | |
| Management Members | 42 | 0 | 0 | 0 | |
| Total | 180 | 152 | 127 | 15 |
Related party transactions as at 31 December 2015 and 2014 are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Revenue | 111 na m |
100 | 3.986 Contract Contract Contract |
3.660 |
| Other operating income | 65 | 34 | 746 | 598 |
| Total | 176 | 135 | 4.732 | 4.258 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Administrative expenses | 79 | 88 | 5 | 8 |
| Distribution expenses | 308 | 319 | 0 | O |
| Other operating expenses | $\circ$ | n | ||
| Total | 387 | 407 | 8 |
During 2015 and 2014, transactions and fees of management members were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Transactions and fees of management members |
2.658 ----- |
2.895 NUMBER OF STREET |
488 SACRA |
491 |
There are no other transactions between the Group or the Company with the management. The transactions with related parties are arm's length.
During financial years 2015 and 2014, between the parent company and its subsidiaries the following transactions occurred:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Revenue | 24.724 | 17.432 | 3.884 | 3.660 |
| Cost of Sales | 19.364 | 13.736 | 3.460 | 3.208 |
| Other Income | 1.984 | 1.435 | 725 88288 |
598 |
| Administrative expenses | 4.682 | 3.689 | 12 | 29 |
| Distribution expenses | 2.598 | 2009/02/23 8.635 |
O | $\circ$ |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2015 | 31/12/2014 | 31/12/2015 | 31/12/2014 | |
| Trade receivables | 8.769 | 8.045 | 702 | 686 |
| Inventory | 272 | 213 | 0 | $\bf{0}$ |
| Creditors | 6.368 | 5,545 | 126 | 13 |
The Group has issued letters of guarantee for its subsidiary and associated companies guaranteeing liabilities. The analysis of such letters of guarantee is disclosed in which appears in Note «Commitments and Contingencies».
On 25/8/2014, FOURLIS Group informed investors of the decision to divest from wholesale trading of electrical equipment activity implemented by the subsidiary FOURLIS TRADE. The company IDEAL will be the new distributor of the products Liebherr, Korting, Brandt and the kitchen hoods "FOURLIS". Following this evolution, Fourlis Group focuses even further in the retail sector, through the expansion of IKEA and INTERSPORT.
Moreover, due to the highly loss-making operation of retail fashion activity segment (NEWLOOK Stores) in Romania, the Management of the Group in communication with the franchisor NEWLOOK UK proceeded to the gradual termination of the operation of the stores net of the company which was completed within July 2015.
As a result, and in compliance with IFRS 5 "Non - current Assets Held for Sale and Discontinued Operations", the disposal group was measured at the lowest price between book value and fair value minus its sell cost.
Discontinued operations are presented distinctly in the income statement, statement of comprehensive income and cash flows of the Group. The comparative data of the former corresponding period have been reclassified in order to become similar and comparable to those of the current period. Income Statement of the discontinued operations is presented below:
| GROUP Discontinued Operations |
|||
|---|---|---|---|
| 1/1 - 31/12/2015 | 1/1 - 31/12/2014 | ||
| Revenue | 1.142 | 17.899 | |
| Cost of Goods Sold | (1.016) | (14.595) | |
| Other operating income | 272 | 1.265 | |
| Distribution expenses | (2.441) | (5.759) | |
| Administrative expenses | (785) | (3.660) | |
| Other operating expenses | (116) | (1.155) | |
| Financial expenses / income | (241) | (818) | |
| Profit / (Loss) before Tax | (3.185) | (6.823) | |
| Income tax | 444 | (1.895) | |
| Non controlling interest | |||
| Profit /Loss After Tax and Minority Interest |
(2.741) | (8.718) |
Discontinued operations are not distinctly presented in the Statement of Financial Position and are summarized with comparative data previous year's amounts, as follows:
| Group | ||||
|---|---|---|---|---|
| Discontinued Operations | Discontinued Operations | |||
| 31/12/2015 | 31/12/2014 | |||
| Total Assets | 19.960 | 30.188 | ||
| Total Liabilities | 1.172 | 17.460 |
The cash flows of the discontinued operations are presented below:
| GROUP | ||||
|---|---|---|---|---|
| Discontinued Operations |
Discontinued Operations |
|||
| 1/1-31/12/2015 | 1/1-31/12/2014 | |||
| Operating inflow / (outflow) from discontinued operations | 10.554 | 6.664 | ||
| Investing inflow / (outflow) from discontinued operations | (71) | 288 | ||
| Financing inflow / (outflow) from discontinued operations | (8.060) | (2.499) | ||
| Effect of exchange rate fluctuations on cash held | ||||
| Net increase /decrease in cash and cash equivalents | 2.421 | 4.453 |
The most significant changes recorded in the Consolidated and Separate Statement of Financial Position as of 31/12/2015 in comparison with the corresponding data as at 31/12/2014 are the following:
of suppliers goods within 1/1 – 31/12/2015.
The most significant changes recorded in the Consolidated and Separate Income Statement and Statement of Comprehensive Income for the period 1/1 - 31/12/2015 in comparison with the period 1/1 - 31/12/2014 are the following:
There are no other significant events following the date of 31/12/2015 that may affect the financial position of the Group and the Company.
| FOURLIS HOLDINGS S.A. Societes Anonymes Register Number: 13110/06/B/86/01 General Electronic Commercial Registry No: 258101000 18-20, Sorou Str (Building A)-151 25 Marousi, Athens, Greece Figures and information from 1 January 2015 until 31 December 2015 According to L. 2190/20, Art. 135 for companies publishing annual financial statements consolidated or not, in compliance with the IFRS The figures presented below,resulting from the financial statements, provide general information about the financial position and the results of Fourlis Holdings SA and Fourlis Group. Therefore we advise the reader who intends to proceed to any investment or any kind of transaction with the Company to visit the company's website where the consolidated and separate Financial Statements in compliance with the International Financial Reporting Standards issued by E.U. and the Certified Auditors' Report whenever required have been published. |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Supervising Authority | : Υπουργείο Ανάπτυξης, Ανταγωνιστικότητας, Υποδομών, Μεταφορών και Δικτύων The Ministry of Development, Competitiveness, Infrastructure, Transport and Communications |
Board of Directors | |||||||||
| Website Company address Date of Approval of Financial Statements from BoD Certified Auditor Audit Firm Type of Audit Report |
General Electronic Commercial Registry : www.fourlis.gr 7, March 2016 : Panagiotis I.K. Papazoglou A.M. SOEL 16631 : Ernst & Young (HELLAS) Certified Auditors Accounants S.A. : Unqualified |
Chairman - Executive Member Vice Chairman - Executive Member Vice Chairman - Non Executive Independent Member : Eftichios Vassilakis CEO - Executive Member Director - Executive Member Director - Non Executive Member Director - Non Executive Independent Member Director - Non Executive Independent Member Director - Non Executive Independent Member |
: Vassilios Fourlis : Dafni Fourlis : Apostolos Petalas : Lyda Fourlis : Ioannis Brembos : Pavlos Triposkiadis : Ioannis Papaioannou : Ioannis Kostopoulos |
||||||||
| STATEMENT OF FINANCIAL POSITION (Consolidated & Separate) amounts in thousand € |
INCOME STATEMENT (amounts in thousand €) CONSOLIDATED |
||||||||||
| GROUP | 31/12/2015 31/12/2014 31/12/2015 31/12/2014 | COMPANY | Continued Operations 1/1 - 31/12/2015 |
Disontinued Operations 1/1 - 31/12/2015 |
Total Operations | Continued Operations 1/1 - 31/12/2015 1/1 - 31/12/2014 |
Disontinued Operations 1/1 - 31/12/2014 |
Total Operations 1/1 - 31/12/2014 |
|||
| ASSETS Non current assets Property, Plant and equipment |
224.861 | 224.767 | 215 | Revenue Cost of sales 233 Gross Profit |
413.300 -242.332 170.968 |
1.142 -1.016 126 |
414.442 -243.348 171.094 |
395.471 -234.319 161.151 |
17.899 -14.595 3.304 |
413.370 -248.914 164.456 |
|
| Investment Property Intangible Assets Investments in affiliates and associates |
17.163 10.147 23.455 |
17.163 11.277 25.081 |
0 45 79.629 |
0 Other operating income 68 Distribution expenses 79.765 Administrative expenses |
3.535 -132.638 -18.770 |
272 -2.441 -785 |
3.807 -135.080 -19.555 |
7.861 -134.115 -22.157 |
1.265 -5.759 -3.660 |
9.126 -139.874 -25.817 |
|
| Long term receivables Deferred Taxes |
6.193 7.785 |
5.590 8.245 |
47 788 |
47 Other operating expenses 767 Operating Profit/Loss |
-882 22.213 |
-116 -2.944 |
-998 19.268 |
-1.068 11.672 |
-1.155 -6.004 |
-2.223 5.668 |
|
| Total non-current assets Current assets |
289.603 | 292.122 | 80.724 | 80.880 Finance costs Finance Income |
-14.705 1.055 |
-252 11 |
-14.957 1.066 |
-13.509 1.223 |
-916 97 |
-14.425 1.320 |
|
| Inventory Income tax receivable Trade receivables |
78.346 1.924 3.803 |
85.970 2.120 13.666 |
0 908 901 |
0 Contribution associate company losses 934 Contribution to losses of subsidiary sale 815 Profit / Loss before Tax |
-2.391 -469 5.703 |
0 0 -3.185 |
-2.391 -469 2.517 |
-1.700 0 -2.315 |
0 0 -6.823 |
-1.700 0 -9.137 |
|
| Other receivables Cash & cash equivalent Investments/Financial data available for sale |
16.537 24.860 3.336 |
18.718 34.888 0 |
35 65 0 |
11 | 626 Income tax 0 Tax from L.4172 Tax free Reserves |
-2.709 0 |
444 0 |
-2.265 0 |
-1.067 625 |
-1.895 0 |
-2.962 625 |
| Non current assets classified as held for sale Total current assets |
40 128.846 |
0 155.362 |
0 1.909 |
0 Net Income /Loss (A) 2.385 Attributable to: |
2.994 | -2.741 | 253 | -2.757 | -8.718 | -11.475 | |
| TOTAL ASSETS SHAREHOLDERS EQUITY & LIABILITIES |
418.450 | 447.484 | 82.633 | 83.265 Equity holders of the parent Non - controlling interest |
2.994 0 |
-2.741 0 |
253 0 |
-2.757 0 |
-8.718 0 |
-11.475 0 |
|
| Shareholders Equity Share Capital |
54.562 | 54.562 | 54.562 | Net Income /Loss (A) 54.562 Basic Earnings / Losses per Share (in Euro) |
2.994 0,0587 |
-2.741 -0,0538 |
253 0,0050 |
-2.757 -0,0541 |
-8.718 -0,1710 |
-11.475 -0,2250 |
|
| Share premium reserves Reserves Retained earnings |
11.375 31.646 60.032 |
11.385 32.372 60.114 |
12.046 14.879 -327 |
14.374 | 12.046 Diluted Earnings/ Losses per Share (in Euro) 1.071 EBITDA |
0,0576 35.513 |
-0,0527 -2.905 |
0,0049 32.608 |
-0,0534 29.429 |
-0,1690 -3.521 |
-0,2225 25.908 |
| Total equity (a) | 157.614 | 158.433 | 81.161 | 82.054 | STATEMENT OF COMPREHENSIVE INCOME (amounts in thousand €) | ||||||
| Non - controlling interest (b) Total Equity (c)=(a)+(b) |
0 157.615 |
0 158.433 |
0 81.161 |
0 82.054 |
CONSOLIDATED Continued Operations |
Disontinued Operations | Total Operations | Continued Operations | Disontinued Operations | Total Operations | |
| LIABILITIES Non current Liabilities Loans and borrowings |
93.754 | 104.909 | 0 | 0 | 1/1 - 31/12/2015 | 1/1 - 31/12/2015 | 1/1 - 31/12/2015 1/1 - 31/12/2014 | 1/1 - 31/12/2014 | 1/1 - 31/12/2014 | ||
| Employee retirement benefits Deferred Taxes Other non-current liabilities |
3.086 1.693 5.247 |
3.104 1.498 5.491 |
334 0 24 |
300 Profit / (Loss) after tax (A) 0 Other comprehensive income / (loss) 24 Other comprehensive income/loss transferred to the income statement: |
2.994 | -2.741 | 253 | -2.757 | -8.718 | -11.475 | |
| Total non current Liabilities Current Liabilities |
103.780 | 115.001 | 358 | 324 Valuation of financial assets available for sale Foreign currency translation from foreign operations |
-264 -1.528 |
0 88 |
-264 -1.440 |
0 -309 |
0 44 |
0 -265 |
|
| Short term loans for working capital Current portion of non-current loans and borrowings |
35.811 17.285 |
35.461 27.347 |
0 0 |
0 Effective portion of changes in fair value of cash flow hedges 0 Total other comprehensive income/loss transferred to the income statement |
29 -1.762 |
0 8 8 |
29 -1.675 |
81 -228 |
0 4 4 |
81 -184 |
|
| Short-term portion of non current lease | 2.801 | 2.215 | 0 | 0 Other comprehensive income/loss not transferred to the income statement: | |||||||
| Income Tax Payable Accounts payable and other current liabilities |
1.998 99.161 |
2.636 106.391 |
20 1.095 |
20 Actuarial gain / losses on defined benefit plans 867 Total other comprehensive income/loss not transferred to the income statement |
150 150 |
0 0 |
150 150 |
-515 -515 |
9 9 |
-506 -506 |
|
| Total current Liabilities Total Liabilities (d) TOTAL EQUITY & LIABILITIES (c)+(d) |
157.055 260.835 418.450 |
174.049 289.050 447.484 |
1.115 1.472 82.633 |
887 Other comprehensive income/loss after tax (B) 1.211 Total comprehensive income/loss after tax (A) + (B) |
-1.612 1.382 |
8 8 -2.653 |
-1.525 -1.272 |
-743 -3.500 |
5 3 -8.665 |
-690 -12.164 |
|
| STATEMENT OF CHANGES IN EQUITY | 83.265 Attributable to: Equity holders of the parent Non - controlling interest |
1.382 0 |
-2.653 0 |
-1.272 0 |
-3.500 0 |
-8.665 0 |
-12.164 0 |
||||
| (Consolidated and Separate) amounts in thousand € | GROUP | 31/12/2015 31/12/2014 31/12/2015 31/12/2014 | COMPANY | Total comprehensive income/loss after tax (A) + (B) | 1.382 INCOME STATEMENT (amounts in thousand €) |
-2.653 | -1.272 | -3.500 | -8.665 | -12.164 | |
| Balance at the beginning of period (1/1/2015 and 1/1/2014 respectively) Total comprehensive income/losses for the period after taxes |
158.433 -1.008 |
168.989 -12.164 |
82.054 -1.398 |
89.901 -8.295 |
COMPANY | ||||||
| Other Balance at the end of period (31/12/2015 and 31/12/2014 respectively) |
189 157.615 |
1.609 158.433 |
505 81.161 |
447 | 82.054 Revenue | 1/1 - 31/12/2015 3.986 |
1/1 - 31/12/2014 3.756 |
||||
| Cost of sales Gross Profit Other operating income |
-3.460 526 |
-3.208 548 |
|||||||||
| CASH FLOW STATEMENT (Consolidated & Separate) amounts in thousand € |
GROUP | COMPANY | Administrative expenses Depreciation/Amortisation (Administration) |
792 -2.142 -602 |
767 -2.049 -8.669 |
||||||
| Operating Activities | 1/1 - 31/12/2015 1/1 - 31/12/2014 1/1 - 31/12/2015 1/1 - 31/12/2014 Other operating expenses Operating Profit/Loss |
-1 -1.427 |
-1 -9.404 |
||||||||
| Net profit /loss before taxes Net profit / loss before taxes (Discontinued Operations) |
5.703 -3.185 |
-2.315 -6.823 |
-1.430 | 0 | -9.436 Finance costs 0 Finance Income Profit / Loss before Tax |
-2 0 -1.430 |
-40 8 -9.436 |
||||
| Adjustments for: Depreciation /Amortization Income on depreciation in fixed subsidy |
13.300 -236 |
17.757 -406 |
602 | 0 | 8.669 Income tax 0 Net Income /Loss (A) |
24 -1.405 |
1.192 -8.244 |
||||
| Provisions Foreign exchange differences |
815 477 |
773 -441 |
157 | 0 | 125 Attributable to: 0 Equity holders of the parent |
-1.405 | -8.244 | ||||
| Results (Income, expenses, profit and loss) from investment activity Interest Expense Plus/less adj for changes in working capital related to the operating activities: |
-59 13.422 |
-130 12.805 |
0 2 |
-8 Non - controlling interest 40 Net Income /Loss (A) Proposed Dividend per share - (€) |
0 -1.405 0,0000 |
0 -8.244 0,0000 |
|||||
| Decrease / (increase) in inventory Decrease / (increase) in trade and other receivables (Decrease) / increase in liabilities (excluding banks) |
5.640 1.648 -3.754 |
-14.405 -1.019 12.645 |
-84 217 |
0 2.025 -1.690 |
0 EBITDA | STATEMENT OF COMPREHENSIVE INCOME (amounts in thousand €) COMPANY |
-825 | -735 | |||
| Less: Interest paid |
-13.845 | -12.468 | -2 | -40 Profit / (Loss) after tax (A) | 1/1 - 31/12/2015 -1.405 |
1/1 - 31/12/2014 -8.244 |
|||||
| Income taxes paid Operating inflow / (outflow) from discontinued operations |
-3.465 10.554 |
-3.296 6.664 |
3 0 |
0 Other comprehensive income / (loss) 0 Other comprehensive income/loss transferred to the income statement: |
0 | 0 | |||||
| Net cash generated from operations (a) | 27.015 | 9.341 | -535 | -315 Valuation of financial assets available for sale Total other comprehensive income/loss transferred to the income statement |
0 | 0 | |||||
| Investing Activities Purchase or share capital increase of subsidiaries and related companies |
-6.717 | -1.540 | 0 | 0 Other comprehensive income/loss not transferred to the income statement: | 0 | 0 | |||||
| Purchase of tangible and intangible fixed assets Proceeds from disposal of tangible and intangible assets |
-9.845 21 |
-14.173 70 |
-26 | 0 | -23 Actuarial gain / losses on defined benefit plans 0 Total other comprehensive income/loss not transferred to the income statement |
7 7 |
-51 -51 |
||||
| Addition of other investments Procceds from sale from other investments |
0 2.789 |
0 0 |
0 0 |
0 Other comprehensive income/loss after tax (B) 0 Total comprehensive income/loss after tax (A) + (B) |
7 -1.398 |
-51 -8.295 |
|||||
| Interest Received Investing inflow / (outflow) from discontinued operations Total inflow / (outflow) from investing activities (b) |
92 -71 -13.730 |
179 288 -15.177 |
-26 | 0 0 |
8 Attributable to: 0 Equity holders of the parent -15 Non - controlling interest |
-1.398 0 |
-8.295 0 |
||||
| Financing Activities Sale / (Purchase) of treasury shares |
0 | 0 | 0 | Total comprehensive income/loss after tax (A) + (B) 0 Notes: |
-1.398 | -8.295 | |||||
| Proceeds from borrowings Repayment of borrowings |
21.925 -34.004 |
72.092 -53.385 |
0 0 |
0 1. The basic accounting principles applied are consistent with those applied for the Annual Financial Statements of 31/12/2014 excluding new or revised standards 0 and interpretations mentioned in Note 3 of the Annual Financial Report. |
|||||||
| Repayment of leasing liabilities Financing inflow / (outflow) from discontinued operations Total inflow / (outflow) from financing activities (c) |
-2.892 -8.060 -23.032 |
-3.390 -2.499 12.819 |
0 | 0 0 |
0 2. Subsidiary company has been contracted as guarantor through mortgaging of its property to secure a subsidiary's liabilities amounting to € 15.000 th. 0 Subsidiaries mortgage its property to secure bond loans amounting to € 55.175 th, € 25.200 th, € 32.500 th and € 14.400 th.The parent company has contracted 0 as a guarantor for the amount of € 3.100 th for an investment of an associated company. Subsidiary of the Group has a contractual obligation for inventory of at least € 25.000 th. |
||||||
| Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) Cash and cash equivalents at the beginning of the period |
-9.747 34.715 |
6.983 27.869 |
-561 626 |
956 4 | -330 3. There are no litigations or arbitration proceedings as well as resolutions of judicial institutions, which may have a material impact on the assets of the companies of the Group. . The type of audit report is unqualified. |
||||||
| Effect of exchange rate fluctuations on cash held Closing balance, cash and cash equivalents |
-108 24.860 |
36 34.888 |
6 | 0 626 6 5 |
0 5 .The total headcount for Group and Company as at 31/12/2015 is as follows: Group 3.760 (31/12/2014: 3.710), Company 86 (31/12/2014: 76). . Subsidiary Companies, their location, Fourlis Holdings shareholding along with the method of consolidation are detailed in Note 1 of the Annual Financial Report. |
||||||
| 7 . The unaudited fiscal years for the Group companies are listed under Note 23 of the Financial Report. The accumulated provisions for the unaudited tax years amount to € 2.054 th. for the Group and to € 20 th. for the Company. On 1/12/2015 the case of administrative appeal was discussed at the Administrative Court of Appeals against the decision of the Authority for the Settlement of Disputes under the context of revising the actions of the Tax Authority. The Management estimates that the decision will not have significant impact on the income statement, cash flow and total financial position of the Group. |
|||||||||||
| 8 . Earnings per share have been calculated on the weighted average number of shares outstanding at the reporting date. 9 . On 31/12/2015 the Company did not have treasury shares. |
|||||||||||
| 1 0. The Financial Statements of the prior year have been respectively reclassified in order to become similar and comparable to those of the current period concernig the presentation of discontinued operations without differentiation of the total amounts (Note 29) 11. At the Shareholders Annual General Assembly dated on 19/6/2015 there was no proposal of dividend distribution for the period 1/1 – 31/12/2014 taking into consideration the financial results of the aforementioned period. |
|||||||||||
| 12. The Extraordinary General Assembly of the Company of September 27th 2013,under the Stock Option Plan, approved the disposal of 1.507.678 options.The program will be implemented in three waves, with a maturity period of three years per wave.On November 25th 2015, the Board of Directors |
|||||||||||
| granted 502.578 stock options which compose the third of the three waves. 13. The transactions (1/1 - 31/12/2015) and the balances with the related parties (under IAS 24) at the reporting date are presented below: |
|||||||||||
| GROUP | 31/12/2015 COMPANY |
||||||||||
| Income Expenses |
176 387 |
4.732 5 |
|||||||||
| Receivables Liabilities Transactions and fees of management members |
167 180 2.658 |
877 127 488 |
|||||||||
| Apart from those presented in the table above, there are no other transations and balances between the Group-Company and the Directors-Managers. | |||||||||||
| The Chairman of the BOD | The CEO | Maroussi, March 7 2016 | The Finance Manager Controlling & Planning | The Chief Accountant | |||||||
| Vassilios Stil. Fourlis ID No. Σ-700173 |
Apostolos D. Petalas ID No ΑΚ-021139 |
Maria I. Theodoulidou ID No. T -134715 |
Sotirios I. Mitrou ID No ΑΙ 557890 |
||||||||
| Chartered Acc. License No. 30609 A Class |
| Protocol number | Date-Time | Subject |
|---|---|---|
| 27/01/2015 | ||
| 2015/EXAE/H/595 | 13:52 | PUBLICATION DATE FY14 FINANCIAL RESULTS |
| 05/02/2015 | ||
| 2015/EXAE/H/954 | 18:16 | TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/1049 | 09/02/2015 18:39 |
FINANCIAL CALENDAR 2015 |
| 2015/EXAE/H/1023 | 09/02/2015 14:23 |
ANNOUNCEMENT ACCORDING TO L. 3556/2007 |
| 2015/EXAE/H/1403 | 24/02/2015 17:22 |
CORPORATE PRESENTATION REGARDING THE FINANCIAL RESULTS 2014 |
| 2015/EXAE/H/1396 | 24/02/2015 16:33 |
ANNOUNCEMENT REGARDING CONSOLIDATED FINANCIALS FY14 |
| 2015/EXAE/H/1426 | 25/02/2015 14:10 |
PRESENTATION AT THE HELLENIC FUND AND ASSET MANAGEMENT ASSOCIATION |
| 29/04/2015 | ||
| 2015/EXAE/H/4557 | 14:29 | TRADE ACKNOWLEDGEMENT |
| 29/04/2015 | ||
| 2015/EXAE/H/4566 | 17:36 | TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/4567 | 29/04/2015 17:48 |
PUBLICATION DATE Q1FY15 FINANCIAL RESULTS |
| 04/05/2015 | ||
| 2015/EXAE/H/4667 | 10:13 | TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/5009 | 13/05/2015 15:29 |
TRADE ACKNOWLEDGEMENT |
| 25/05/2015 | ||
| 2015/EXAE/H/5491 | 18:52 | TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/5492 | 25/05/2015 18:53 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/5493 | 25/05/2015 18:53 |
TRADE ACKNOWLEDGEMENT |
| 25/05/2015 | INVITATION TO THE ANNUAL ORDINARY GENERAL ASSEMBLY OF | |
| 2015/EXAE/H/5494 | 19:04 | THE SHAREHOLDERS |
| 2015/EXAE/H/5532 | 26/05/2015 16:22 |
CONSOLIDATED FINANCIALS Q1FY15 (IFRS) |
| 27/05/2015 | ||
| 2015/EXAE/H/5610 | 09:59 | CORPORATE PRESENTATION Q1FY15 |
| 2015/EXAE/H/6634 | 02/06/2015 08:57 |
TRADE ACKNOWLEDGEMENT |
| 19/06/2015 | RESOLUTION OF THE ANNUAL GENERAL ASSEMBLY OF THE | |
| 2015/EXAE/H/7446 | 14:25 | SHAREHOLDERS |
| 2015/EXAE/H/7584 | 23/06/2015 18:19 |
TRADE ACKNOWLEDGEMENT |
| Protocol number | Date-Time | Subject |
|---|---|---|
| 2015/EXAE/H/8175 | 30/07/2015 18:10 |
PUBLICATION DATE H1FY15 FINANCIAL RESULTS |
| 2015/EXAE/H/8878 | 26/08/2015 18:23 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/8994 | 27/08/2015 18:37 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/9514 | 31/08/2015 16:21 |
CONSOLIDATED FINANCIALS Q2FY15 (IFRS) |
| 2015/EXAE/H/9835 | 02/09/2015 11:37 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/9864 | 02/09/2015 17:44 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/9914 | 04/09/2015 14:03 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/9930 | 04/09/2015 18:09 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/9985 | 08/09/2015 18:00 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/10555 | 02/10/2015 10:26 |
TAX CERTIFICATE FOR THE FISCAL YEAR 2014 |
| 2015/EXAE/H/11031 | 29/10/2015 17:32 |
PUBLICATION DATE Q3FY15 FINANCIAL RESULTS |
| 2015/EXAE/H/11926 | 24/11/2015 16:34 |
CONSOLIDATED FINANCIALS Q3FY15 (IFRS) |
| 2015/EXAE/H/13317 | 14/12/2015 10:31 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/13544 | 17/12/2015 11:21 |
ANNOUNCEMENT ACCORDING TO L. 3556/2007 |
| 2015/EXAE/H/13709 | 22/12/2015 18:17 |
TRADE ACKNOWLEDGEMENT |
| 2015/EXAE/H/13730 | 23/12/2015 12:03 |
TRADE ACKNOWLEDGEMENT |
The Annual Financial Report of the Group (Consolidated and Separate), The Independent Auditors Report and the Board of Directors Report for the year 2014 has been published by posting on the internet at the web address http://www.fourlis.gr.
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