Annual / Quarterly Financial Statement • Sep 29, 2015
Annual / Quarterly Financial Statement
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It is declared that the accompanying Financial Statements are those, which have been published by posting them on the internet, at the address www.follifollie.com. It is noted that, the published in the press "Condensed Financial Data and Information for the Year 2005 from 1 January 2006 to 31 December 2006", according to the Joint Ministerial Decision No. 172/10.01.2006 of the Ministers of Finance and Development, aim at providing the public with certain general financial data and information but they do not present a comprehensive view of the financial position and of the results of operations of the Company and those of the Group, in accordance with the International Financial Reporting Standards.
Therefore, it is recommended, to any reader, before proceeding to any kind of investment decision or other transaction with the Company, to visit the Company's web site, at the internet address www.follifollie.com where are posted the annual financial statements prepared according to the International Financial Reporting Standards accompanied with the Auditors' Report of the Certified Public Accountant Auditor.
Athens, 9 March 2007 For account of FOLLI FOLLIE S.A.
Dimitrios Koutsolioutsos Chairman of the Board of Directors
We have audited the accompanying financial statements of «FOLLI FOLLIE ΑΒΕΕ » as well as the consolidated financial statements of the Company, which comprise the balance sheet as at December 31, 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Greek Auditing Standards, which are based on International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, 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 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 the management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company and that of the Group as of December 31, 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
We do not state any ambiguity as regards the Report conclusions however, we would like to call your attention to the Note 4 to the financial statements which indicates that the tax obligations for the year 2006 of the company have not yet been audited by the tax authorities and accordingly its tax obligations for this year are not considered final. The outcome of the tax audit could not be previewed at this stage.
The content of the Management's Report is consistent to the accompanying financial statements.
| BALANCE SHEET (Amounts reported in Euro) |
||||||
|---|---|---|---|---|---|---|
| THE | GROUP | THE | COMPANY | |||
| ASSETS | 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | ||
| Tangible Assets | 69.403.677,02 | 29.269.571,73 | 17.160.799,87 | 17.175.960,39 | ||
| Investments in PPE | 15.380.000,00 | 15.380.000,00 | 15.380.000,00 | 15.380.000,00 | ||
| Intangible Assets | 330.053.867,28 | 4.185.089,70 | 627.009,14 | 750.442,44 | ||
| Investments in associates | 0,00 | 40.395.445,88 | 387.438.470,75 | 159.505.501,95 | ||
| Deferred income tax assets | 2.109.039,58 | 2.660.750,50 | 352.870,16 | 703.225,42 | ||
| Other long term receivables | 6.676.684,23 | 6.838.204,67 | 293.421,34 | 419.574,43 | ||
| Total non-current assets (a) | 423.623.268,11 | 98.729.062,48 | 421.252.571,26 | 193.934.704,63 | ||
| Inventories | 125.598.481,85 | 71.758.888,21 | 13.583.250,86 | 14.134.365,54 | ||
| Trade Receivables | 140.239.131,14 | 121.290.148,36 | 15.850.440,84 | 18.872.475,88 | ||
| Other Receivables | 24.453.461,03 | 6.199.578,58 | 2.204.855,35 | 2.395.951,33 | ||
| Other financial assets at fair value | ||||||
| through profit or loss | 3.419.646,43 | 2.921.508,63 | 1.464.116,71 | 2.921.508,63 | ||
| Cash and cash equivalents | 109.310.713,75 | 33.892.169,63 | 22.402.656,98 | 13.247.662,22 | ||
| Total current assets (b) | 403.021.434,20 | 236.062.293,41 | 55.505.320,74 | 51.571.963,60 | ||
| TOTAL ASSETS (a) + (b) | 826.644.702,31 | 334.791.355,89 | 476.757.892,00 | 245.506.668,23 | ||
| EQUITY & LIABILITIES | ||||||
| Long-term borrowings | 406.901.777,95 | 125.149.592,17 | 341.000.000,00 | 119.499.958,91 | ||
| Retirement benefit obligations | 8.476.568,05 | 3.356.944,74 | 620.917,00 | 540.126,00 | ||
| Deferred income tax liabilities | 15.247.131,09 | 1.047.943,78 | 1.251.176,41 | 1.035.080,14 | ||
| Provisions for other liabilities and charges | 11.105.905,03 | 4.054.878,43 | 524.253,57 | 698.272,82 | ||
| Total non-current liabilities | 441.731.382,12 | 133.609.359,12 | 343.396.346,98 | 121.773.437,87 | ||
| Trade payables | 34.806.413,96 | 15.829.100,60 | 2.874.807,77 | 3.487.817,55 | ||
| Short-term Borrowings | 11.811.849,44 | 5.047.457,92 | 9.210.173,45 | 4.863.495,62 | ||
| Other current liabilities | 68.657.923,18 | 18.332.977,03 | 6.671.670,58 | 6.052.479,60 | ||
| Total current liabilities | 115.276.186,58 | 39.209.535,55 | 18.756.651,80 | 14.403.792,77 | ||
| Total Liabilities (a) | 557.007.568,70 | 172.818.894,67 | 362.152.998,78 | 136.177.230,64 | ||
| Share capital | 9.884.062,50 | 9.884.062,50 | 9.884.062,50 | 9.884.062,50 | ||
| Share premium | 62.531.731,47 | 62.531.731,47 | 62.531.731,47 | 62.531.731,47 | ||
| Other reserves | 8.832.577,14 | 24.513.525,66 | 20.184.566,82 | 19.679.018,84 | ||
| Own Stock | -1.339.856,41 | 0,00 | -108.985,61 | 0,00 | ||
| Retained earnings | 207.356.278,78 | 161.106.539,24 | 22.113.518,04 | 17.234.624,78 | ||
| Exchange differences | -32.706.043,74 | -12.980.009,96 | 0,00 | 0,00 | ||
| Other capital and reserves attributable to equity holders of the Company |
-88.927.927,73 | -88.927.927,73 | 0,00 | 0,00 | ||
| Total capital and reserves attributable to equity | ||||||
| holders of the Company (b) | 165.630.822,01 | 156.127.921,18 | 114.604.893,22 | 109.329.437,59 | ||
| Minority interest (c) | 104.006.311,60 | 5.844.540,04 | 0,00 | 0,00 | ||
| Total Equity (d) = (b)+(c) | 269.637.133,61 | 161.972.461,22 | 114.604.893,22 | 109.329.437,59 | ||
| TOTAL EQUITY AND LIABILITIES (e) = (a)+(d) | 826.644.702,31 | 334.791.355,89 | 476.757.892,00 | 245.506.668,23 |
| THE | GROUP | THE | COMPANY | |
|---|---|---|---|---|
| 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | |
| Sales Revenue |
484.399.340,17 | 222.796.934,45 | 35.032.150,23 | 36.980.835,86 |
| Cost of goods sold |
-223.688.912,80 | -88.446.212,13 | -12.017.987,36 | -12.905.798,37 |
| Gross profit |
260.710.427,37 | 134.350.722,32 | 23.014.162,87 | 24.075.037,49 |
| Other Operating income |
16.831.147,48 | 6.066.792,76 | 1.968.034,27 | 4.643.121,97 |
| Administrative expenses |
-27.589.763,56 | -11.586.965,70 | -5.517.592,12 | -4.793.128,43 |
| Selling and marketing costs |
-134.369.191,45 | -61.797.910,10 | -12.224.539,25 | -10.346.725,55 |
| Other expenses |
-2.303.769,50 | -2.556.704,96 | -1.015.247,11 | -792.398,81 |
| Operating profit |
113.278.850,34 | 64.475.934,32 | 6.224.818,66 | 12.785.906,67 |
| Finance costs - profit |
3.236.809,39 | 1.331.144,45 | 989.781,05 | 1.188.934,36 |
| Finance costs - expenses |
-14.666.330,16 | -5.148.235,89 | -12.545.570,22 | -4.857.480,26 |
| Share of profit of associates |
4.177.374,06 | 9.395.738,69 | 20.988.636,25 | 9.671.639,04 |
| Profit before taxes (EBT) | 106.026.703,63 | 70.054.581,57 | 15.657.665,74 | 18.788.999,81 |
| Income tax expense |
-24.302.074,07 | -13.391.086,52 | -1.457.037,00 | -3.360.297,83 |
| Profit for the period (after taxes) |
81.724.629,56 | 56.663.495,05 | 14.200.628,74 | 15.428.701,98 |
| Attributable to: | ||||
| Equity holders of the Company |
65.160.341,01 | 55.428.778,38 | ||
| Minority interest |
-16.564.288,55 | -1.234.716,67 | ||
| Earnings (after taxes) per share - basic (expressed in €) |
1,98 | 1,68 | 0,43 | 0,47 |
| Amortisation - Depreciation Earnings (profit) before taxes, financing and investing |
7.952.028,91 | 3.082.378,44 | 1.054.074,99 | 949.794,62 |
| results and depreciation - amortisation (EBITDA) Earnings (profit) before taxes, financing and investing |
121.230.879,25 | 67.558.312,76 | 7.278.893,65 | 13.735.701,29 |
| results (EBIT) |
113.278.850,34 | 64.475.934,32 | 6.224.818,66 | 12.785.906,67 |
| Proposed dividend per share (expressed in €) |
0,12 | 0,26 |
| DATA FROM STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ( Amounts reported in Euro ) |
|||||||
|---|---|---|---|---|---|---|---|
| THE GROUP | THE COMPANY | ||||||
| 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 | ||||
| Net equity of period Open. Balance (1/1/2006 | |||||||
| and 1/1/2005 respectively) Issue of share capital |
161.972.461,22 | 95.908.062,29 | 109.329.437,59 | 101.349.048,11 | |||
| Dividends | -43.611.451,25 | -8.125.853,46 | -8.566.187,50 | -7.248.312,50 | |||
| Directors Fees | -313.514,50 | -326.541,80 | -250.000,00 | -200.000,00 | |||
| Net income recognised directly in Equity | 0,00 | 1.660,89 | 0,00 | 0,00 | |||
| Minority interest (Due to :New Subsidiaries / Increase of participation ) |
81.599.975,98 | 0,00 | 0,00 | 0,00 | |||
| Net amounts effected directly Equity(Due to: New Subsidiaries/Increase of participation ) |
9.439.947,00 | 0,00 | 0,00 | 0,00 | |||
| Profit for the period, after taxes | 81.724.629,56 | 56.663.495,05 | 14.200.628,74 | 15.428.701,98 | |||
| Adjustment in foreign currency translation differences Own Stock |
-19.835.058,79 -1.339.855,61 |
17.851.638,25 0,00 |
0,00 -108.985,61 |
0,00 0,00 |
|||
| Net equity of period Closing Balance | 269.637.133,61 | 161.972.461,22 | 114.604.893,22 | 109.329.437,59 |
| CASH FLOW STATEMENT |
(Amounts reported in |
Euro) | ||
|---|---|---|---|---|
| THE | GROUP | THE | COMPANY | |
| Cash Flows related to Operating Activities | 1/1-31/12/2006 | 1/1-31/12/2005 | 1/1-31/12/2006 | 1/1-31/12/2005 |
| Net Profit before taxes | 106.026.703,63 | 70.054.581,57 | 15.657.665,74 | 18.788.999,81 |
| Adjustments in respect of non-cash transactions: | ||||
| Depreciation and Amortisation | 7.952.028,91 | 3.082.378,44 | 1.054.074,99 | 949.794,62 |
| Provisions | 1.067.649,93 | 1.188.610,09 | 232.823,00 | 854.320,94 |
| Cash flows from investing activities | -6.005.841,35 | -11.528.844,11 | -21.500.927,58 | -12.083.378,02 |
| Debit interest and similar expenses | 8.029.971,77 | 4.724.103,21 | 7.952.112,89 | 4.668.063,61 |
| Other non-cash expense/income | 0,00 | 0,00 | 0,00 | 0,00 |
| Operating profit before adjustments of working capital | 117.070.512,89 | 67.520.829,20 | 3.395.749,04 | 13.177.800,96 |
| Decrease/(increase) of Inventories | 5.492.850,82 | -21.232.011,83 | 551.114,68 | -2.703.139,87 |
| Decrease/(increase) of Receivables | -27.213.232,14 | -28.318.885,55 | 5.048.631,02 | -5.921.292,33 |
| Increase/(decrease) of payable accounts (except Banks) | -30.445.404,23 | 2.751.752,10 | -529.254,41 | 1.573.232,40 |
| Interest paid and similar expenses | -10.648.306,80 | -5.148.235,89 | -8.433.121,20 | -4.950.020,20 |
| Income Tax paid | -29.617.235,32 | -11.332.373,00 | -3.287.032,72 | -1.950.571,40 |
| Net cash inflows/(outflows) from Operating Activities | 24.639.185,22 | 4.241.075,03 | -3.253.913,59 | -773.990,44 |
| Cash Flows related to Investing Activities | ||||
| Purchases of subsidiaries, associates and other investments | - 209.320.322,31 |
0,00 | - 227.789.431,30 |
-1.772.539,39 |
| Purchases of tangible and intangible assets | -8.793.806,02 | -10.272.671,44 | -927.023,46 | -1.982.571,72 |
| Proceeds from sale of tangible and intangible assets | 1.429.524,58 | 95.690,76 | 20.960,00 | 12.007,22 |
| Proceeds from sale of financial assets | 2.070.853,98 | 643.044,41 | 1.961.153,98 | 643.044,41 |
| Dividends received | 0,00 | 9.164.303,46 | 20.990.210,29 | 9.735.942,50 |
| Interest received | 2.618.335,03 | 424.132,68 | 481008,31 | 281.956,59 |
| Decrease/(increase) of other long-term receivables | 3.292.142,66 | 1.272.691,65 | -19.846,91 | -42.682,56 |
| Net cash inflows/(outflows) from Investing Activities | - 208.703.272,08 |
1.327.191,52 | - 205.282.969,09 |
6.875.157,05 |
| Cash Flows related to Financing Activities | ||||
| Cash received from issue of share capital | ||||
| Own Stock | -1.339.855,61 | -108.985,61 | ||
| Proceeds from Loans | 294.233.581,31 | 1.010.172,79 | 225.846.718,92 | 0,00 |
| Repayment of Loans | 0,00 | 0,00 | 0,00 | -27.604,87 |
| Payments for leases | -583.819,39 | -632.199,66 | -117.569,61 | -123.547,81 |
| Dividends paid | -29.551.841,65 | -8.069.321,96 | -7.928.286,26 | -7.211.863,40 |
| Net cash inflows/(outflows) from Financing Activities | 262.758.064,66 | -7.691.348,83 | 217.691.877,44 | -7.363.016,08 |
| Net increase/(decrease) in cash and cash equivalents | 78.693.977,80 | -2.123.082,28 | 9.154.994,76 | -1.261.849,47 |
| Cash and cash equivalents at the beginning of the period | 33.892.169,63 | 33.723.558,93 | 13.247.662,22 | 14.509.511,69 |
| Exchange rate differences from the conversion of cash equivalents | -3.275.433,68 | 2.291.692,98 | 0,00 | 0,00 |
| Cash and cash equivalents at the end of the period | 109.310.713,75 | 33.892.169,63 | 22.402.656,98 | 13.247.662,22 |
FOLLI – FOLLIE S.A. ("the Company") with distinctive title "FOLLI FOLLIE" and its subsidiaries (together "the Group") is engaged in the sector of silver and gold products, in particular manufactures jewellery and watches from precious and semi-precious metals and stones as also in the sector of accessories. In the object of the Company as stated in the Articles of Association is included the distribution of the aforementioned products by retail and wholesale in the domestic and international market.
The address of the Company's registered office is 23 Km Athens – Lamia National Road, Ag. Stefanos, Attica, its web-site is www.follifollie.com and it has its primary listing on the Athens Stock Exchange since 1997.
Folli Follie following its listing on the Athens Stock Exchange and the increase of the share capital that arose, extended its development abroad, thus placing the foundation of its multinational character. Nowadays, Folli Follie continues to develop its activities in new strategically important markets around the world while strengthening its presence in existing ones.
The consolidated financial statements, which are presented, refer to Folli Follie S.A. and the subsidiaries of the Group.
These financial statements have been approved for issue by the Board of Directors on 9th March 2006.
The Structure of the Group Folli Follie has as follows:
| RELATION | |||
|---|---|---|---|
| COMPANY | REGISTERED | % | THAT COMMANDED |
| OFFICE | PARTICIPATION | THE | |
| FOLLI FOLLIE HONG KONG LTD |
HONG KONG |
99,99% | CONSOLIDATION Direct |
| FOLLI FOLLIE UK LTD |
LONDON | 99,99% | Direct |
| FOLLI FOLLIE FRANCE SA |
PARIS | 100% | Direct |
| FOLLI FOLLIE SPAIN SA |
MADRID | 100% | Direct |
| FOLLI FOLLIE CZECH SRO |
PRAGUE | 100% | Direct |
| FOLLI FOLLIE POLAND SZOO |
WARSAW | 100% | Direct |
| FOLLI FOLLIE SLOVAKIA SRO |
BRATISLAVA | 100% | Direct |
| FOLLI FOLLIE GERMANY Gmbh |
TRAOUNSTAIN | 100% | Direct |
| MFK FASHION LTD |
NICOSIA | 100% | Direct |
| PLANACO SA |
ATHENS | 76,67% | Direct |
| HELLENIC DUTY FREE SHOPS |
ATHENS | 52,28% | Direct |
| FOLLI FOLLIE JAPAN LTD |
TOKYO | 40% | Direct |
| FOLLI FOLLIE ASIA LTD |
HONG KONG |
99,99% | Indirect |
| FOLLI FOLLIE TAIWAN LTD |
TAIPEI | 99,99% | Indirect |
| FOLLI FOLLIE KOREA LTD |
SEOUL | 99,99% | Indirect |
| FOLLI FOLLIE SINGAPORE LTD |
SINGAPORE | 99,99% | Indirect |
| BLUEFOL GUAM LTD |
GUAM | 99,99% | Indirect |
| BLUEFOL HAWAII LTD |
HAWAII | 99,99% | Indirect |
| BLUEFOL HONG KONG LTD |
HONG KONG |
99,99% | Indirect |
| FOLLI FOLLIE MALAYSIA LTD |
KUALA LUMPUR |
99,99% | Indirect |
| BLUEFOL THAILAND LTD |
BANGKOK | 99,99% | Indirect |
| FOLLI FOLLIE CHINA (PILION LTD) |
SHANGAI | 85,00% | Indirect |
| HELLENIC DISTRIBUTIONS SA |
ATHENS | 52,28% | Indirect |
| LINKS (LONDON) LIMITED |
LONDON | 52,28% | Indirect |
| LINKS OF LONDON COM LTD (UK) |
LONDON | 52,28% | Indirect |
| LINKS OF LONDON ASIA LTD (HK) |
HONG KONG |
52,28% | Indirect |
| LINKS OF LONDON INC (USA) |
NEW YORK |
52,28% | Indirect |
| LINKS OF LONDON (FRANCE) |
PARIS | 52,28% | Indirect |
| HDFS SKOPJE DOO (Π.Γ.Δ.Μ.) |
SKOPJE | 52,28% | Indirect |
| HELLENIC TOURIST BUREAU Α.Ε. |
ATHENS | 52,28% | Indirect |
These consolidated and parent's separate financial statements of FOLLI FOLLIE S.A. at 31 December 2006 have been prepared under:
and are in accordance with the International Financial Reporting Standards (IFRS) as these have been published by the International Accounting Standards Board (IASB), as well as their interpretations, as published by the International Financial Reporting Interpretations Committee (I.F.R.I.C.) of the IASB and which have been adopted by the European Union by the regulation Number 1606/2002 of the European Union as of 31 December 2005.
The financial statements for the previous year were prepared under IFRS 1 "First-time Adoption of International Financial Reporting Standards", given that they were the first financial statements prepared, and were published in accordance with IFRS (year 2005). The date of the Group's transition to the new standards, in accordance with IFRS 1, is 1 January 2004.
The accounting principles mentioned below, have been applied with consistency to all periods presented.
The financial statements of FOLLI FOLLIE S.A. have been prepared in accordance with the accounting principles of the Uniform Greek General Chart of Accounts (GGCA) up to the year that ended on 31 December 2004. The principles of the GGCA differ in some respects from those of the IFRS. The comparative figures for 2004 were restated in accordance with the adopted accounting principles and accounting estimates for the IFRS.
The preparation of financial statements in conformity with the IFRS requires the use of analytical accounting estimates and assumptions in the process of applying the accounting principles.
2.2. Consolidation – Measurement of subsidiary and associate companies
Subsidiaries are all entities over which the Parent company has the power to govern. Subsidiaries are fully consolidated (full consolidation) from the date on which control is transferred to the Group and are de-consolidated from the date on which control ceases. In the case of Folli Follie, as it arises also from the table set out above, the subsidiaries are fully consolidated by the full consolidation method.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains of transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries' accounting policies have been changed were necessary to ensure consistency with the policies adopted by the Group.
The investments in subsidiaries in the parent's separate Balance Sheet are measured at acquisition cost net of any accumulated impairment loss.
The application of the policy to business combinations that occurred before the date of transition to IFRSs, is covered by 10 optional exceptions based on IFRS 1. In particular, based on circumstance i, goodwill recognised directly as a deduction from equity, under previous GAAP shall not be recognised and restated in the income statement the disposal of all the entity or part of it with which is related goodwill or if the investment in the subsidiary becomes impaired. This was applied by the company during the first preparation of the consolidated financial statements in accordance with IFRS.
In accordance with the Group's standard practice, investments in affiliates are recorded according to the equity method. The Group's share following the participation acquisition in the affiliates is recorded directly to the Profit and Loss Account, whereas the changes in reserves for the same period are recorded to the Group's reserves. The accumulated changes affect the accounting value of the investments in associated Companies.
Unrealized gain from transactions between the Group and its related parties are eliminated according to the Group's participation percentage in these related parties. The accounting principles followed by the related parties have been modified in order to be in conformity with those adopted by the Group.
Moreover, on 17/07/2006 the Folli Follie Group acquired 1.540.000 shares of H.D.F.S. Following this acquisition representing 2.92% of H.D.F.S.' total number of shares, the total participation of Folli Follie to H.D.F.S. at 31.12.2006 has reached 52.28%.
The Group had included on 30.06.2006 in its consolidated financial statements the Hellenic Duty Free Shops S.A for the period, applying the full consolidation method, from 05/05/2006, date on which it acquired control of the company; for previous periods the consolidation was performed by applying the equity method.
Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The acquisition of the total percentage (24,6777% and 2,92%) and the full consolidation for the period between the acquisition date and the closing date (31.12.2006) had the following results:
Positive change in Turnover of the Group (in 000's) 238.120,00 € Increase of operating profit before taxes (EBITDA) (in 000's) 52.464,00 € Increase of Equity (in 000's) 98.792,00 € If the Group of Hellenic Duty Free Shops had been fully consolidated from the beginning of the period (1.1.2006), the effect at 31.12.2006 would have been positive both on Turnover (by € 300.047,00) and on Operating profits before taxes (by 64.823,00 €). From the specific increase – acquisition of the additional percentage of 24.6777% - the Group
acquired a goodwill of 151.266.165,00 euros which has been determined as follows:
| - Cash paid |
202.784.400,00 euros |
|---|---|
| - Direct Expenses related |
|
| to the acquisition |
202.784,00 euros |
| - Dividends from benefits before |
|
| the acquisition |
(10.398.400,00 euros) |
| Total Cost of acquisition |
192.588.784,00 euros |
| Less: Fair value of Assets and liabilities |
(41.322.619,00 euros) |
| Goodwill | 151.266.165,77 euros |
| Analytically | the | assets | which | were | acquired, | the | liabilities | and | the | contingencies | which | were |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| undertaken | by the |
Group | during | the | acquisition | of 24,6777%, are | as | follows: |
| Book Value (thou. euro) |
Fair Value (thou.euro) |
|
|---|---|---|
| Tangible Assets |
25.856 | 25.856 |
| Intangible Assets |
52.551 | 103.551 |
| Deferred income tax assets |
467 | 467 |
| Other long term receivables |
3.268 | 3.268 |
| Inventories | 54.299 | 54.299 |
| Trade and other receivables |
12.556 | 12.556 |
| Other financial assets at fair value |
through | |
| profit or loss |
1.826 | 1.826 |
| Cash and cash equivalents |
77.580 | 77.580 |
| Long- term borrowings |
(4.484) | (4.484) |
| Deferred income tax liabilities |
- | (12.750) |
| Trade paybles |
(49.211) | (49.211) |
| Current income tax |
(3.369) | (3.369) |
| Dividends payable |
(42.140) | (42.140) |
| 129.199 | 167.449 | |
| 24,6777 % | ||
| Fair Value |
41.323 |
It should be noted that, the Company performed a first estimation of all assets acquired and also of all liabilities and contingent liabilities.
Also, an independent surveyor performed an estimation of intangible assets, assignment of licenses (royalties) of exclusive use (article 120 of Law 2533/1997) of tax free sales based on future cash flows.
From the increase – acquisition of the additional percentage of 2.92% - the Group acquired a goodwill of 13.490.439,09 euros.
b. At this point it should be mentioned that, at the end of May 2006, the Company acquired 76.67% of the Share Capital of the company Planaco S.A. by participating in the partial share capital increase with an amount of 2.700.000,00 €. Planaco S.A. was consolidated for first time at this current period. The Group consolidated Planaco S.A. in its financial statements since 01/06/2006, date of verification of the share capital increase.
The results of the period ended at 31.12.2006 were not affected by the aforementioned acquisition, while if Planaco S.A. had been consolidated at the beginning of the period, the influence would be immaterial.
It should be noted that, the fair value of all assets acquired by the Group, and of all liabilities, and contingent liabilities undertaken as well as the fair value of the Company's intangible assets were estimated by an independent surveyor.
c. In addition to the above, it shall be mentioned that, at the end of July 2006, the Folli Follie Group acquired the British jewellery, watches and luxury items brand LINKS OF LONDON Ltd. Specifically, the company "HELLENIC DISTRIBUTIONS S.A.", fully owned by the company "HELLENIC DUTY FREE SHOPS" and a member of the FOLLI FOLLIE Group, acquired the total number of shares (100%) of the British company.
d. It must be noted that during the last quarter of year 2006, the Group acquired the Retail Licence for operating in China. As a consequence the financial data of the Group for the last quarter of the current fiscal year include the results of the Chinese Market.
| Amounts in thousands Euro |
Greece | Europe | Japan | Other | Asian markets | Consolidated | items | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| "Net" sales abroad |
236.530 | 25.824 | 37.625 | 11.632 | 43.007 | 50.578 | 167.237 | 134.763 | 484.399 | 222.797 |
| Operating profit/Segment result |
118.841 | 18.858 | 24.393 | 5.624 | 29.889 | 35.614 | 87.587 | 74.255 | 260.710 | 134.351 |
| Unallocated expenses |
-147.431 | -69.874 | ||||||||
| Operating result |
113.279 | 64.477 | ||||||||
| Finance costs |
-11.429 | -3.818 | ||||||||
| Share of profit of associates |
4.177 | 9.396 | 4.177 | 9.396 | ||||||
| Profit for the year |
106.027 | 70.055 | ||||||||
| 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | 31/12/2006 | 31/12/2005 | |
| Assets | 500.048 | 75.948 | 98.117 | 16.844 | 21.240 | 27.524 | 205.131 | 171.919 | 824.536 | 291.735 |
| Investments in associates |
40.395 | 0 | 40.395 | |||||||
| Unallocated Assets |
2.109 | 2.661 | ||||||||
| Total Consolidation |
826.645 | 334.291 | ||||||||
| Liabilities | 503.107 | 134.023 | 4.438 | 4.043 | 11.964 | 14.811 | 13.775 | 10.913 | 533.284 | 163.790 |
| Unallocated Assets |
23.724 | 9.529 | ||||||||
| Total Consolidation |
557.008 | 173.319 | ||||||||
| Capital expenditure |
4.523 | 2.021 | 107 | -107 | 1.488 | 691 | 3.637 | 7.668 | 9.755 | 10.273 |
| Depreciation | 4.561 | 950 | 1.232 | 561 | 625 | 885 | 848 | 686 | 7.952 | 3.082 |
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Euros, which is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Translation differences on non-momentary financial assets and liabilities measured at fair value, are reported as part of the fair value and therefore recognised as also the differences of the fair value.
The financial statements of all the Group companies, that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
All resulting exchange differences are recognised as a separate component of equity and transferred to the income statement recognised as part of the gain or loss on sale when a foreign operation is sold.
a) Property, plant and equipment is stated at historical cost less subsequent depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Installations on third parties' property (establishment of stores) are depreciated over the estimated term of the lease. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method over their estimated useful lives, as follows:
| - Buildings (privately owned) |
50 | Years |
|---|---|---|
| - Electro-Mechanical etc. Installations on privately owned buildings |
20-25 | « |
| - Installations on third parties' property |
8-12 | « |
| - Mechanical equipment |
6,67-9,09 | « |
| - Motor vehicles |
6,67-9,09 | « |
| - Other equipment |
6,67 | « |
Residual values are recognised only on privately owned buildings.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.
All investments in property are measured at fair value. According to this method the investments, at each closing balance sheet date, are measured at their fair value and the differences from the cost or the previous measurement is recognised in the income statement.
The Intangible market Value of the Company's retail stores is measured at cost less depreciation. Depreciation is performed based on the lease term of the stores, which is 8 to 12 years.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives, which in the case of Folli Follie is estimated depending on the application of each software and is from 4 to 7 years approximately.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). An impairment loss is recognised as expenditure in the income statement when incurred.
Trade receivables are recognised initially at fair value which agrees with their nominal value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due, according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity.
Folli Follie classifies its financial assets in this category that are acquired principally for the purpose of selling in the short term including also derivatives. Purchases and sales of investments are initially recognised at fair value and on trade-date. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. The fair value of quoted financial assets are based on current bid prices.
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost formula. The cost in progress comprises the cost of raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Cash and cash equivalents includes cash in hand, current and time deposits, as formed at the closing of the period from the company and the Group.
The shares of Folli Follie are ordinary registered shares which are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company's equity share capital (Treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
The Group is subject to various income tax rates depending upon the country of establishment. Furthermore, it must be noted that with regards to the matter of tax audit of the companies that
participate in the consolidated statements, in the country where Folli Follie Hong Kong Ltd., Folli Follie Asia Ltd. and Bluefol Hong Kong Ltd. operate the tax audit for finalizing the fiscal period taxes is not mandatory. The authorities accept the data as declared by the companies following the audit by Certified Auditors. The tax authorities may conduct a select audit, only for the last seven fiscal years reported. After the lapse of seven years, the fiscal periods are rendered final.
The Company has been audited by the tax authorities for Fiscal Year 2005, therefore Fiscal Year 2006 is not audited at present. For Fiscal Year 2006, the Company decided not to form a relevant provision. Consequently, the subject matter presented on the Audit Report issued by the Certified Auditors relates to the un-audited Fiscal Year of the Company.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Short - term employee benefits towards the employees in money and in kind, are recognised as an expense when accrued.
21
Post - employment benefit schemes comprise both defined contribution plans (Government pension insurance) and defined benefit plans (lump sum benefit paid to employee on retirement dependent on years of service that is imposed by the L. 2112/20). Accrued cost of defined contribution plans is recognised as an expense over the vesting period.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. According to this method, the defined benefit obligations that relate to past - service at the date of value determination are accounted for separately from the expected benefits at the year after the date of value determination (employees remaining in service for a specific period of time). The most significant assumptions that were used at the two as above dates are as follows:
| Date of value |
Discount | Future salary |
|
|---|---|---|---|
| determination | interest rate |
Inflation | increases |
| 31/12/2005 | 4,0% | 2,5% | 3,0% |
| 31/12/2006 | 4,0% | 2,5% | 3,0%-4,0% |
Provisions are recognised when:
a) There is a present legal or constructive obligation as a result of past events,
b) It is more likely than not that an outflow of resources will be required to settle the obligation and,
c) The required amount has been reliably estimated.
No grants were received during the current year.
Revenue comprises the fair value for the sale of goods and services, net of value - added tax, rebates and discounts and after eliminating sales within the Group. Revenue is recognised as follows:
Sales of goods are recognised when the Company has delivered products to the customer; the customer has accepted the products; and collectibility of the related receivables is reasonably assured. The sales of goods – wholesale are mainly carried out on credit.
Sales of services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided by Folli Follie, as a proportion of the total services to be provided.
Interest income is recognised on a time - proportion basis using the effective interest method.
Income from rent is recognised on an accrual basis in accordance with the substance of the relevant agreements.
Dividend income is recognised when the right to receive payment is established, that is when approved by the body entitled to pay them out (General Meeting).
Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Finance leases are treated as hire purchase contracts, as a consequence the leased assets to be disclosed as assets of the Group (and to be depreciated), with respective recognition of the finance liability to the lessor or lessors. The finance cost is carried to the Income Statement as an expense, when accrued.
Dividend distribution to the Company's shareholders is recognised as a liability in the parent's separate financial statements and in the consolidated financial statements in the period in which the dividends are approved by the General Meeting of the company's Shareholders.
The International Accounting Standards Board (IASB) as well as the International Financial Reporting Interpretations Committee (IFRIC) has already published a series of new accounting standards that interpretations, which are not included in the "IFRS Stable Platform 2005". The IFRS and the IFRIC are mandatory for accounting periods beginning on 1 January 2006. The Group's assessment of the impact of these new standards and interpretations is set out below:
The Group does not have any exploration and evaluation assets. This standard will not affect the Group's financial statements.
Not applicable to the Group and will not affect the Group's financial statements.
· IFRIC 4, Determining whether an Asset contains a Lease
Not applicable to the Group and will not affect the Group's financial statements.
· IFRIC 5, Rights to Interests arising from Decommissioning,
Not applicable to the Group and will not affect the Group's financial statements.
Not applicable to the Group and will not affect the Group's financial statements.
Not applicable to the Group and will not affect the Group's financial statements.
The Group has no contingent assets and contingent liabilities.
The Group has no significant concentrations of credit risk since the wholesale sales of products are made to customers with an appropriate credit history, as they are airports, department stores, large airline companies and also selected new customers from which the Group receives guarantee letters for security. Thus, the credit risk is at low levels.
The Group has no liquidity risk, due to the availability of significant cash and cash equivalents and sufficient credit lines.
The Group has interest-bearing assets due to placing its cash and cash equivalents at bank time deposit accounts, of zero risk, at an interest rate fixed in advance, the floating of which is not significant as such to rise a cash flow and fair value interest rate risk.
The Group's interest-rate risk arises from long-term borrowings. Group policy was to maintain the total of its borrowings at floating interest rate (euribor). The department managing the cash and cash equivalents of the group with continuous following of the course of the interest rates (euribor) from the contracting of the long-term borrowings up until today, aiming to continue the best management of this risk proceeded, before the 1st upward change of the interest rate (euribor), into an Interest Rate Swap contract for a significant part of its long-term borrowings.
The Group operates internationally and is exposed to foreign exchange risk arising primarily with respect to the US dollar. The management's object is to hedge the risk balancing the group's receivables and liabilities per currency. The Group buys and sells foreign exchange in advance.
4.1.1 Application of IFRS 1
The Company's and the Group's financial statements for the year ended 31 December 2005 were the first annual financial statements that comply with IFRS. These financial statements had been prepared as described in Note 2.1 The Group had applied IFRS 1. The reporting date of those financial statements was 31 December 2005. The IFRS adoption date was 1 January 2005. In preparing these financial statements, the Group had applied certain of the optional exemptions from full retrospective application of IFRS.
4.1.2 Consistency of estimates under Greek GAAP and IFRS and reconciliations between IFRS and Greek GAAP
The consistency of estimates between Greek GAAP and IFRS, the Table of adjustments of the period opening net equity (01.01.2005 and 01.01.2004 respectively) and the Table of adjustments of the results for the period 01.01.2004-31.12.2004 are analyzed at the annual Financial Statements of 31.12.2005, pages 24-25.
| Land | Buildings & Building Installations |
Plant & Machinery |
Vehicles | Furniture, fittings & equipment |
PPE in course of construction |
Total | |
|---|---|---|---|---|---|---|---|
| 01.01.2005 | |||||||
| Cost | 4.509.886,92 | 29.105.308,35 | 1.776.013,65 | 622.386,00 | 7.798.539,43 | 0,00 | 43.812.134,35 |
| Additions | 7.895.819,22 | 3.248.557,06 | 12.975,76 | 0,00 | 1.006.535,45 | 33.599,64 | 12.197.487,13 |
| Disposals | 0,00 | 583.551,38 | 0,00 | 0,00 | 366.574,54 | 0,00 | 950.125,92 |
| Balance 31.12.05 | 12.405.706,14 | 31.770.314,03 | 1.788.989,41 | 622.386,00 | 8.438.500,34 | 33.599,64 | 55.059.495,56 |
| Accumulated | |||||||
| depreciation | |||||||
| Balance | |||||||
| 01.01.2005 | 0,00 | 2.678.658,10 | 1.151.082,68 | 284.019,73 | 4.563.128,15 | 0,00 | 8.676.888,66 |
| Depreciation | |||||||
| charge | 0,00 | 966.603,08 | 158.158,20 | 73.083,48 | 1.382.008,72 | 0,00 | 2.579.853,48 |
| Decrease of | |||||||
| Depreciation | 0,00 | 489.785,24 | 0,00 | 0,00 | 353.797,57 | 0,00 | 843.582,81 |
| Balance 31.12.05 | 0,00 | 3.155.475,94 | 1.309.240,88 | 357.103,21 | 5.591.339,30 | 0,00 | 10.413.159,33 |
| Exchange | |||||||
| differences | 207.241,95 | -672.397,03 | 2.160,85 | 4.858,55 | 459.558,14 | 1.813,04 | 3.235,50 |
| Net book amount | |||||||
| 31.12.2005 | 12.612.948,09 | 27.942.441,06 | 481.909,38 | 270.141,34 | 3.306.719,18 | 35.412,68 | 44.649.571,73 |
| 01.01 – 31.12.2006 | |||||||
| Additions | 688.759,62 | 3.747.938,17 | 300.900,77 | 25.438,47 | 3.264.636,47 | 851.739,59 | 8.879.413,09 |
| New Subsidiaries | 2.323.479,35 | 27.837.840,83 | 3.928.303,99 | 1.628.859,03 | 26.744.546,61 | 4.472.032,96 | 66.935.062,77 |
| Disposals | 0,00 | 557.787,56 | 477,00 | 209.836,16 | 932.407,50 | 526.669,14 | 2.227.177,36 |
| Depreciation | |||||||
| charge | 0,00 | 1.719.860,03 | 336.959,33 | 52.008,00 | 3.484.261,75 | 0,00 | 5.593.089,11 |
| Depreciation of | |||||||
| New Subsidiaries | 0,00 | 7.813.700,00 | 2.341.517,59 | 1.066.087,78 | 17.133.633,92 | 0,00 | 28.354.969,29 |
| Decrease of | |||||||
| depreciation | 0,00 | 350.873,71 | 2,74 | 99.181,39 | 851.921,08 | 0,00 | 1.301.978,92 |
| Exchange | |||||||
| differences | -453.797,08 | 616.397,75 | 5.575,30 | -10.730,53 | -24.624,68 | -939.934,48 | -807.113,72 |
| Net book amount | |||||||
| 31.12.2006 | 15.171.389,98 | 50.404.143,93 | 2.037.738,26 | 684.957,76 | 12.592.865,49 | 3.892.581,61 | 84.783.677,03 |
| Buildings | Furniture, | PPE in | |||||
|---|---|---|---|---|---|---|---|
| & Building | Plant & | fittings & | course of | ||||
| Land | Installations | Machinery | Vehicles | equipment | construction | Total | |
| 01.01.2005 | |||||||
| Cost | 4.509.886,92 | 24.517.626,36 1.578.863,59 | 475.114,42 3.003.431,27 | 0,00 34.084.922,56 | |||
| Additions | 4.055.157,82 | -1.030.346,53 | 7.420,00 | 0,00 | 329.926,12 | 0,00 | 3.362.157,41 |
| Disposals | 0,00 | 0,00 | 0,00 | 0,00 | 11.694,51 | 0,00 | 11.694,51 |
| Settlement between | |||||||
| Assets | |||||||
| Balance 31.12.05 | 8.565.044,74 | 23.487.279,83 1.586.283,59 | 475.114,42 3.321.662,88 | 0,00 37.435.385,46 | |||
| Accumulated | |||||||
| depreciation | |||||||
| Balance 01.01.2005 | 0,00 | 869.619,62 1.041.272,52 | 269.235,29 1.893.383,88 | 0,00 | 4.073.511,31 | ||
| Depreciation charge | 0,00 | 383.824,62 | 113.108,69 | 38.795,35 | 281.879,32 | 0,00 | 817.607,98 |
| Decrease of Depreciation | 0,00 | 0,00 | 0,00 | 0,00 | 11.694,22 | 0,00 | 11.694,22 |
| Balance 31.12.05 | 0,00 | 1.253.444,24 1.154.381,21 | 308.030,64 2.163.568,98 | 0,00 | 4.879.425,07 | ||
| Net book amount | |||||||
| 31.12.2005 | 8.565.044,74 | 22.233.835,59 | 431.902,38 | 167.083,78 1.158.093,90 | 0,00 32.555.960,39 | ||
| 01.01 – 31.12.2006 | |||||||
| Additions | 0,00 | 419.309,50 | 56.817,11 | 45.871,28 | 392.271,97 | 0,00 | 914.269,86 |
| Disposals | 0,00 | 0,00 | 0,00 | 29.055,88 | 7.517,89 | 0,00 | 36.573,77 |
| Depreciation charge | 0,00 | 434.617,05 | 97.197,62 | 28.806,68 | 357.266,74 | 0,00 | 917.888,09 |
| Decrease of depreciation | 0,00 | 0,00 | 0,00 | 24.418,54 | 612,94 | 0,00 | 25.031,48 |
| Net book amount | |||||||
| 31.12.2006 | 8.565.044,74 | 22.218.528,04 | 391.521,87 | 179.511,04 1.186.194,18 | 0,00 32.540.799,87 |
| THE GROUP | THE COMPANY | ||
|---|---|---|---|
| Special | Amortisable | ||
| assessment | Amortisable expenses | expenses | |
| 01.01.2005 | |||
| Cost | 9.622.004,36 | 1.399.039,19 | |
| Additions | -529.792,28 | 9.306,26 | |
| Disposals | 89.727,53 | 0,00 | |
| Balance 31.12.05 | 9.002.484,55 | 1.408.345,45 | |
| Accumulated amortisation | |||
| Balance 01.01.2005 | 2.731.082,55 | 525.716,37 | |
| Amortisation charge | 207.795,96 | 132.186,64 | |
| Decrease of amortisation | 99.033,79 | 0,00 | |
| Balance 31.12.05 | 2.839.844,72 | 657.903,01 | |
| Exchange differences | -1.977.550,13 | 0,00 | |
| Net book amount 31.12.2005 | 4.185.089,70 | 750.442,44 | |
| 01.01 – 31.12.2006 | |||
| Additions | 876.254,35 | 12.753,60 | |
| New subsidiary | 117.965.030,00 | ||
| Disposals | -739.798,54 | 0,00 | |
| Amortisation charge | -2.606.436,86 | 136.186,90 | |
| New subsidiary depreciation | -11.456.954,00 | ||
| Decrease of amortisation | 703.136,56 | 0,00 | |
| Special assessment of New |
|||
| Subsidiaries | 221.489.685,53 | 0,00 | 0,00 |
| Exchange differences | -362.139,46 | 0,00 | |
| Net book amount 31.12.2006 | 221.489.685,53 | 108.564.181,75 | 627.009,14 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Products-Merchandise-Raw materials | ||||
| & Packing items | 126.098.481,85 | 72.258.888,21 | 14.083.250,86 | 14.634.365,54 |
| Provisions for impairment of inventories | 500.000,00 | 500.000,00 | 500.000,00 | 500.000,00 |
| 125.598.481,85 | 71.758.888,21 | 13.583.250,86 | 14.134.365,54 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Trade receivables | 140.239.131,14 | 121.290.148,36 | 15.850.440,84 | 18.872.475,88 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Participations in related parties | 0,00 | 0,00 | 387.438.470,75 | 41.300.601,74 |
| Participations in associates | 0,00 | 40.395.445,88 | 0,00 | 118.204.900,21 |
| Other long-term receivables | 6.676.684,23 | 6.838.204,67 | 293.421,34 | 419.574,43 |
| Receivables from deferred taxes | 2.109.039,58 | 2.660.750,50 | 352.870,16 | 703.225,42 |
| Sundry debtors | 20.309.012,13 | 3.097.109,80 | 1.823.541,34 | 1.176.636,85 |
| Marketable securities | 3.419.646,43 | 2.921.508,63 | 1.464.116,71 | 2.921.508,63 |
| Other receivables | 4.144.448,51 | 3.102.468,78 | 381.314,01 | 1.219.314,48 |
| 36.658.830,88 | 59.015.488,26 | 391.753.734,31 | 165.945.761,76 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Cash in hand | 3.253.200,00 | 885.869,82 | 528.867,13 | 362.228,45 |
| Current and time deposits | 106.057.513,75 | 33.006.299,81 | 21.873.789,85 | 12.885.433,77 |
| 109.310.713,75 | 33.892.169,63 | 22.402.656,98 | 13.247.662,22 |
| Number of | Ordinary | Authorised | Share | Treasury | ||
|---|---|---|---|---|---|---|
| shares | shares | capital | premium | shares | Total | |
| 31st December 2004 |
32.946.875 | 32.946.875 | 9.884.062,50 | 62.531.731,47 | 0 | 72.415.793,97 |
| 31st December 2005 |
32.946.875 | 32.946.875 | 9.884.062,50 | 62.531.731,47 | 0 | 72.415.793,97 |
| 31st December 2006 |
32.946.875 | 32.946.875 | 9.884.062,50 | 62.531.731,47 | 0 | 72.415.793,97 |
The total authorized number of ordinary shares is 32.946.875 million shares with a par value of € 0,30 per share. All issued shares are fully paid.
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Profit carried forward | 207.356.278,78 | 161.106.539,24 | 22.113.518,04 | 17.234.624,78 |
| Reserves | 8.832.577,14 | 24.513.525,66 | 20.184.566,82 | 19.679.018,84 |
| Own Shares | -1.339.856,41 | - | -108.985,61 | - |
| Consolidation differences according to | ||||
| previous Accounting Standards | -88.927.927,73 | -88.927.927,74 | - | - |
| Consolidated exchange differences | -32.706.043,74 | -12.980.009,96 | - | - |
| Third party rights | 104.006.311,60 | 5.844.540,04 | - | - |
| 197.221.339,64 | 89.556.667,24 | 42.189.099,25 | 36.913.643,62 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Provision for employee benefits | 8.476.568,05 | 3.356.944,74 | 620.917,00 | 540.126,00 |
| Guarantees for rent | 0,00 | 0,00 | 251.428,35 | 240.683,52 |
| Debenture Loan | 1.295.151,81 | 1.526.282,82 | - | - |
| Other – Liabilities for Leasing | 799.957,11 | 1.258.720,49 | 262.209,86 | 359.983,10 |
| Deferred income tax liability | 15.247.131,09 | 1.047.943,78 | 1.251.176,41 | 1.035.080,14 |
| Other provisions | 9.010.796,11 | 1.029.191,60 | 10.615,36 | 97.606,20 |
| 34.829.604,17 | 8.219.083,43 | 2.396.346,98 | 2.273.478,96 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Trade payables | 34.806.413,96 | 15.829.100,60 | 2.874.807,77 | 3.487.817,55 |
| Taxes – duties | 13.776.936,38 | 5.855.424,27 | 572.196,80 | 1.873.784,69 |
| Dividends payable | 38.366.076,20 | 2.962.674,96 | 3.600.576,20 | 2.962.674,96 |
| Other payables | 13.672.127,03 | 9.514.877,80 | 663.397,58 | 1.216.019,95 |
| Customers' prepayments | 2.842.783,57 | - | 1.835.500,00 | - |
| 103.464.337,14 | 34.162.077,63 | 9.546.478,35 | 9.540.297,15 |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | ||
| Non-current liabilities | 406.901.777,95 | 125.149.592,17 | 341.000.000,00 | 119.499.958,91 | |
| Current liabilities | 11.811.849,44 | 5.047.457,92 | 9.210.173,45 | 4.863.495,62 | |
| 418.713.627,39 | 130.197.050,09 | 350.210.173,45 | 124.363.454,53 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The offset amounts are as follows:
| COMPANY | 31.12.2006 | 31.12.2005 |
|---|---|---|
| Deferred tax assets: |
||
| To be recovered after more than 12 months |
326.853,95 | 605.769,66 |
| To be recovered within 12 months |
26.016,21 | 97.455,76 |
| 352.870,16 | 703.225,42 | |
| Deferred tax liabilities: |
||
| To be recovered after more than 12 months |
1.235.715,40 | 978.631,12 |
| To be recovered within 12 months |
15.461,01 | 56.449,01 |
| 1.251.176,41 | 1.035.080,13 |
The movement in deferred tax assets and liabilities during the period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Intangible assets |
Provisions | Other | Total | |
|---|---|---|---|---|
| Deferred tax assets |
||||
| Balance 1/1/2005 |
606.380,95 | 280.429,72 | 2.252,61 | 889.063,28 |
| Movement year 2005 (Results) |
-381.181,30 | 197.596,05 | -2.252,61 | -185.837,87 |
| Balance 31/12/2005 |
225.199,66 | 478.025,77 | 0,00 | 703.225,42 |
| Movement period 2006 (Results) |
-152.558,75 | -197.796,51 | 0,00 | 350.355,26 |
| Balance 31/12/2006 |
72.640,91 | 280.229,25 | 0,00 | 352.870,16 |
| Tangible | |||
|---|---|---|---|
| assets | leases | Total | |
| Deferred tax liabilities |
|||
| Balance 1/1/2005 |
447.065,83 | 39.260,07 | 486.325,90 |
| Movement year 2005 (Results) |
518.855,47 | 29.898,76 | 548.754,23 |
| Balance 31/12/2005 |
965.921,30 | 69.158,83 | 1.035.080,13 |
| Movement period 2006 (Results) |
210.380,50 | 5.715,78 | 216.096,28 |
| Balance 31/12/2006 |
1.176.301,80 | 74.874,61 | 1.251.176,41 |
| GROUP | 31.12.2006 | 31.12.2005 |
|---|---|---|
| Deferred tax assets: |
||
| To be recovered after more than 12 months |
2.003.587,60 | 1.619.017,71 |
| To be recovered within 12 months |
105.451,98 | 550.796,39 |
| 2.109.039,58 | 2.169.814,10 | |
| Deferred tax liabilities: |
||
| To be recovered after more than 12 months |
13.911.804,68 | 518.928,75 |
| To be recovered within 12 months |
1.335.326,41 | 38.078,63 |
| 15.247.131,09 | 557.007,38 |
The movement in deferred tax assets and liabilities during the period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Intangible | Tangible | Finance | |||
|---|---|---|---|---|---|
| assets | assets | Provisions | leases-Other | Total | |
| Balance 1/1/2005 | 1.566.081,68 | 349.484,51 1.915.566,19 | |||
| Movement year 2005 (Results) | 218.642,95 | 12.026,14 | 230.669,09 | ||
| Exchange differences year 2005 | 20.201,38 | 3.377,44 | 23.578,82 | ||
| Balance 31/12/2005 | 1.804.926,01 | 364.888,09 | 2.169.814,10 | ||
| Movement period 2006 (Results) | 89.379,33 | -150.352,45 | -60.973,12 | ||
| Exchange differences period 2006 | 9.507.,87 | -9.309,27 | 198,60 | ||
| Balance 31/12/2006 | 1.903.813,21 | 205.226,37 | 2.109.039,58 |
| Intangible | ||||
|---|---|---|---|---|
| assets | Tangible assets | Finance leases | Total | |
| Balance 1/1/2005 | 618.292,43 | -280.729,42 | -39.260,07 | 298.302,94 |
| Movement year 2005 (Results) | -375.168,23 | -457.714,21 | -29.898,76 | -862.781,20 |
| Exchange differences year 2005 | 8.443,59 | -972,71 | 0,00 | 7.470,88 |
| Balance 31/12/2005 | 251.567,79 | -739.416,34 | -69.158,83 | -557.007,38 |
| Movement period 2006 (Results) | -175.751,29 | -38.896,06 | -59.405,89 | -274.053,24 |
| Movement period 2006 (Total Equity) | -14.308.152,37 | 0,00 | 0,00 | -14.308.152,37 |
| Exchange differences period 2006 | -100.870.,35 | -3.215,54 | -3.832,21 | -107.918,10 |
| Balance 31/12/2006 | -14.333.206,22 | -781.527,94 | -132.396,93 | -15.247.131,09 |
Based on the provisions of L. 2112/20 the company is obliged to pay to the retired employees a lump sum multiple amount of the monthly salary at the time of retirement (determined by the Law), on the basis of the years of service. These benefits were determined by an independent actuary. The main actuarial assumptions used are as follows:
| 2006 | 2005 | |
|---|---|---|
| Discount interest rate (%) |
4,0% | 4,0% |
| Future salary increases |
3,0% | 3,0% |
The movement of the account from 01.01.2005 to 31.12.2006 had as follows:
| The | The | |
|---|---|---|
| Group | Company | |
| Balance of obligations at 01.01.2005 | 3.068.805,44 | 482.542,29 |
| Expense charged to period 2005 | 536.903,35 | 100.972,00 |
| Paid compensation 2005 & Other Movements-Exchange Differences | -248.764,05 | -43.388,29 |
| Balance of obligation at 31.12.2005 | 3.356.944,74 | 540.126,00 |
| Expense charged to period 01.01.-31.12.2006 | 1.185.069,04 | 142.823,00 |
| Paid compensation period & Other Movements-Exchange Differences | -246.082,73 | 62.032,00 |
| Acquisition of New Subsidiaries | 4.180.637,00 | 0,00 |
| Balance of obligation at 31.12.2006 | 8.476.568,05 | 620.917,00 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Sales Revenue | ||||
| Income from Sales of Inventories –F. F . | ||||
| Group | 246.279.253,52 | 222.796.934,45 | 29.766.588,56 | 31.927.427,16 |
| Income from Sales of H.D.F.S. | 238.120.086,65 | - | - | - |
| Income from Sales of services | - | - | 5.265.561,67 | 5.053.408,70 |
| Total | 484.399.340,07 | 222.796.934,45 | 35.032.150,23 | 36.980.835,86 |
| Other income | 4.447.501,48 | 6.066.792,76 | 1.968.034,27 | 4.643.121,97 |
| Income of Marketing Rights (H.D.F.S.) | 12.383.646,00 | - | - | - |
| Grand Total | 501.230.487,55 | 228.863.727,21 | 37.000.184,50 | 41.623.957,83 |
| Expenses | ||||
| Administrative expenses | 27.589.763,56 | 11.586.965,70 | 5.517.592,12 | 4.793.128,43 |
| Selling and marketing costs | 134.369.191,45 | 61.797.910,10 | 12.224.539,25 | 10.346.725,55 |
| Other | 2.303.769,50 | 2.556.704,96 | 1.015.247,11 | 792.398,81 |
| Total | 164.262.724,51 | 75.941.580,76 | 18.757.378,48 | 15.932.252,79 |
| Analysis of Significant Expenses | ||||
| Employer's Cost | 63.410.818,09 | 26.481.654,17 | 8.671.643,74 | 7.553.322,95 |
| Rent | 31.156.160,44 | 8.648.879,06 | 1.660.558,39 | 1.263.576,56 |
| Advertising Expenses | 10.245.336,45 | 7.521.354,35 | 2.376.165,64 | 2.109.500,58 |
| Depreciation | 7.952.028,91 | 3.082.378,44 | 1.054.074,99 | 949.794,32 |
| Total | 112.764.343,89 | 45.734.266,02 | 13.762.442,76 | 11.876.194,41 |
| The Group | The Company | |||
|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | 31.12.2006 | 31.12.2005 | |
| Current tax for the period | 23.967.047,71 | 12.771.690,10 | 890.585,46 | 2.625.705,73 |
| Deferred tax | 335.026,36 | 619.396,42 | 566.451,53 | 734.592,10 |
| 24.302.074,07 | 13.391.086,52 | 1.457.037,00 | 3.360.297,83 |
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares.
| 31.12.2006 | 31.12.2005 | |
|---|---|---|
| Net profit for the period (Group) | 81.724.629,56 | 56.663.495,05 |
| Attributable to: | ||
| Equity holders of the Company | 65.160.341,01 | 55.428.778,38 |
| Minority interest | 16.564.288,55 | 1.234.716,67 |
| Weighted average number of ordinary shares in issue | 32.946.875 | 32.946.875 |
| Basic earnings per share | 1,98 | 1,68 |
The dividends that are already paid by the Mother Company in 2006, amount to € 8.566.187,50 (€ 0,26 dividend per share) and concern the year 2005 earnings. For the year 2006 the proposed dividend per share amounts to € 0,12.
The following transactions concern transactions with related parties, as set out in IAS 24.
| 31.12.2006 | 31.12.2005 | |
|---|---|---|
| Sales of goods to subsidiaries | 9.804.297,54 | 11.156.356,10 |
| Sales of goods to associates | 546.849,51 | 1.802.897,60 |
| 10.351.147,05 | 12.959.253,70 |
| 31.12.2006 | 31.12.2005 | |
|---|---|---|
| Between Mother Company and Subsidiaries | 5.720.240,37 | 8.933.488,91 |
| Between FF Group and other related parties as set out in IFRS 24 | 0,00 | 2.725.128,03 |
| 5.720.240,37 | 11.658.616,94 |
| 31.12.2006 | 31.12.2005 | |
|---|---|---|
| Mother Company from Subsidiaries | 670.647,91 | 1.414.121,63 |
| FF Group from other related parties as set out in IFRS 24 | 728.000,00 | 5.077,60 |
| 1.398.647,91 | 1.419.199,23 |
| 31.12.2006 | 31.12.2005 | |
|---|---|---|
| Mother Company to Subsidiaries | 387.905,79 | 4.679,41 |
| FF Group to other related parties as set out in IFRS 24 | 215.000,00 | 453.094,35 |
| 602.905,79 | 457.773,76 |
Average number of employed personnel at the end of the current period: Group 3.297, Company 284 persons.
There are no real liens on the property assets of company.
There are no contested or under arbitration disputes nor any decisions of national or arbitral courts, which may have a material effect on the financial position or operation of the company.
Further to that afore-mentioned there are no events after the balance sheet at 31 December 2006, that concern either the Company or the Group, in respect of which, according to the International Financial Reporting Standards a reference should be made in these Notes.
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