Quarterly Report • Sep 29, 2015
Quarterly Report
Open in ViewerOpens in native device viewer
The attached interim condensed financial statements have been approved by the Board of Directors proved by the Directors Meeting held on the Meeting held on the 2nd of August 2007. 2nd August
These financial statements have been translated from the original statutory financial statements l statutory financial statements that have been prepared in the Hellenic language. In the event t have been prepared in the language. event that differences exist between these hat differences exist between these translation and the original Hellenic language financial statements, the Hellenic language financial nts, language financial statements will prevail over this document. over this
Frigoglass S.A.I.C Commercial Refrigerators 15, A. Metaxa Street 15, A. Metaxa Street GR-145 64 Kifissia 145 64 Athens - Hellas
| 1. | Balance Sheet | 3 | |
|---|---|---|---|
| 2. | Income Statement | 4 | |
| 3. | Income Statement Second Quarter | 5 | |
| 4. | Statement of changes of equity | 6 | |
| 5. | Cash flow statement | 7 | |
| 6. | Notes to the financial statements | 8 | |
| 7. | Basis of Preparation | 8 | |
| 8. | Summary of significant accounting policies | 8 | |
| 9. | Critical accounting estimates and judgments | 10 | |
| 10. Notes to the financial statements | |||
| (5) | Segment information | 11 | |
| (6) | Property, plant & equipment | 13, 15 | |
| (7) | Intangible assets | 14, 16 | |
| (8) | Inventories | 17 | |
| (9) | Trade debtors | 17 | |
| (10) | Other debtors | 17 | |
| (11) | Cash at banks & in hand | 17 | |
| (12) | Other creditors | 17 | |
| (13) | Non current & current borrowings | 18 | |
| (14) | Investments in subsidiaries | 19 | |
| (15) | Share capital | 19 | |
| (16) | Other reserves | 20 | |
| (17) | Financial expenses | 21 | |
| (18) | Unaudited Tax Years | 21 | |
| (19) | Related party transactions | 22 | |
| (20) | Earnings per share | 23 | |
| (21) | Contingent liabilities | 23 | |
| (22) | Assets held for sale | 24 | |
| (23) | Seasonality of Operations | 25 | |
| (24) | Post Balance sheet Events | 25 | |
| (25) | Average number of personnel | 25 | |
| (26) | 25 | ||
| 11. Audit Report on review of interim financial information | 26 |
The attached financial statements have been approved by the Board of Directors meeting held on the 2nd of August 2007 and are hereby signed by:
| Kifissia, 2 August 2007 | ||
|---|---|---|
| The Chairman of the Board | The Group Chief Financial Officer | |
| Charalambos David _____ |
Panagiotis Tabourlos | _____ |
| The Managing Director Petros Diamantides _____ |
The Finance Manager Vassilios Stergiou |
_____ |
| Income Statement | Group | Parent Company | |||
|---|---|---|---|---|---|
| in € 000's | |||||
| From 01/01 'till | From 01/01 'till | ||||
| No te |
30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Sales | 5 | 290.553 | 258.766 | 67.222 | 72.592 |
| Cost of goods sold | -203.020 | -181.121 | -55.339 | -58.901 | |
| Gross profit | 87.533 | 77.645 | 11.883 | 13.691 | |
| Administration expenses | -14.246 | -13.353 | -9.800 | -8.924 | |
| Selling, Distribution & Marketing expenses | -11.344 | -9.950 | -3.399 | -3.131 | |
| Research & Development expenses | -1.625 | -1.102 | -1.139 | -808 | |
| Other operating income | 19 | 1.075 | 714 | 11.128 | 9.770 |
| Other |
-196 | -14 | 6 | ||
| 26 | -817 | ||||
| Operating Profit | 5 | 61.197 | 53.123 | 8.673 | 10.604 |
| Dividend income | 3.027 | ||||
| Finance costs | 17 | -2.853 | -3.631 | -593 | -948 |
| Profit before income tax | 58.344 | 49.492 | 11.107 | 9.656 | |
| Income tax expense Profit for the year after income tax expenses from |
-16.633 | -14.897 | -3.609 | -2.642 | |
| continuing operations | 41.711 | 34.595 | 7.498 | 7.014 | |
| Profit for the year after income tax from | |||||
| discontinued operations | 22 | 307 | |||
| Profit for the year after income tax expenses | 41.711 | 34.595 | 7.498 | 7.321 | |
| Attributable to: | |||||
| Minority interest | 1.060 | 909 | |||
| Shareholders of the Company | 40.651 | 33.686 | 7.498 | 7.321 | |
| Weighed Average number of shares (in thousands | |||||
| pieces) | 20 | 40.000 | 40.000 | 40.000 | 40.000 |
| Earnings per share from continuing operations | |||||
| attributable to the shareholders of the company | |||||
| during the year ( in € per share) | 20 | 1,02 | 0,84 | 0,19 | 0,18 |
| Earnings per share from discontinuing operations | |||||
| attributable to the shareholders of the company | |||||
| during the year ( in € per share) | 20 | 0,01 | |||
| Depreciation | 10.064 | 9.061 | 2.108 | 1.896 | |
| Earnings before interest, tax, depreciation and | |||||
| amortization and invested results | 71.261 | 63.001 | 10.781 | 12.500 |
Note: Gains /
Income Statement - 2nd Quarter
| Group | Parent Company | |||
|---|---|---|---|---|
| in € 000's | ||||
| From 01 / 04 'till | From 01 / 04 'till | |||
| 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Sales | 156.623 | 142.210 | 34.298 | 43.331 |
| Cost of goods sold | -109.102 | -100.332 | -28.174 | -35.130 |
| Gross profit | 47.521 | 41.878 | 6.124 | 8.201 |
| Administration expenses | -7.463 | -6.252 | -5.054 | -3.915 |
| Selling, Distribution & Marketing expenses | -6.308 | -5.657 | -1.574 | -1.740 |
| Research & Development expenses | -918 | -412 | -590 | -416 |
| Other operating income | 464 | 425 | 5.557 | 5.042 |
| Other |
-17 | -18 | 5 | |
| -817 | ||||
| Operating Profit | 33.279 | 29.147 | 4.463 | 7.177 |
| Dividend income | ||||
| Finance costs | -1.696 | -2.224 | -304 | -493 |
| Profit before income tax | 31.583 | 26.923 | 4.159 | 6.684 |
| Income tax expense | -9.021 | -7.969 | -1.143 | -2.185 |
| Profit for the year after income tax from continuing operations |
22.562 | 18.954 | 3.016 | 4.499 |
| Profit for the year after income tax from discontinued operations |
||||
| Profit for the year after income tax expenses | 22.562 | 18.954 | 3.016 | 4.499 |
| Attributable to: | ||||
| Minority interest | 639 | 555 | ||
| Shareholders of the Company | 21.923 | 18.399 | 3.016 | 4.499 |
| Weighed Average number of shares (in thousands pieces) |
40.000 | 40.000 | 40.000 | 40.000 |
| Earnings per share from continuing operations | ||||
| attributable to the shareholders of the company | ||||
| during the year ( in € per share) | 0,55 | 0,46 | 0,08 | 0,11 |
| Earnings per share from discontinuing operations attributable to the shareholders of the company |
||||
| during the year ( in € per share) | ||||
| Depreciation | 5.171 | 4.002 | 995 | 1.003 |
| Earnings before interest, tax, depreciation and | ||||
| amortization and invested results | 38.450 | 33.966 | 5.458 | 8.180 |
Note: Gains /
| Share capital | Share premium | Other reserves | Retained earnings / |
Net Equity attributable to Company Shareholders |
Minority Interest |
Total | |
|---|---|---|---|---|---|---|---|
| Balance 01/01/2006 | 40.000 | 57.245 | 29.048 | -8.809 | 117.484 | 37.090 | 154.574 |
| Profit for 1st Half | 33.686 | 33.686 | 909 | 34.595 | |||
| Disposal of Investments | -1.632 | -1.632 | -14.534 | -16.166 | |||
| Currency Translation differences | -4.775 | 1.627 | -3.148 | -1.628 | -4.776 | ||
| Total Income | -6.407 | 35.313 | 28.906 | -15.253 | 13.653 | ||
| Dividends to Company's shareholders | -8.000 | -8.000 | -8.000 | ||||
| Share Capital Increase | 50.399 | -50.399 | |||||
| Share Capital Decrease | -50.399 | 50.399 | |||||
| Transfer to Reserves | 433 | -433 | |||||
| Balance 30/06/2006 | 40.000 | 6.846 | 23.074 | 68.470 | 138.390 | 21.837 | 160.227 |
| Balance 01/07/2006 | 40.000 | 6.846 | 23.074 | 68.470 | 138.390 | 21.837 | 160.227 |
| Profit for the period 2nd Half | 4.801 | 4.801 | 635 | 5.436 | |||
| Currency Translation differences | 2.525 | -3.314 | -789 | -835 | -1.624 | ||
| Total Income | 2.525 | 1.487 | 4.012 | -200 | 3.812 | ||
| Share Capital Decrease | -1.794 | -1.794 | |||||
| Balance 31/12/2006 | 40.000 | 6.846 | 25.599 | 69.957 | 142.402 | 19.843 | 162.245 |
| Balance 01/01/2007 | 40.000 | 6.846 | 25.599 | 69.957 | 142.402 | 19.843 | 162.245 |
| Profit for 1st Half | 40.651 | 40.651 | 1.060 | 41.711 | |||
| Currency Translation differences | -2.585 | 3.971 | 1.386 | -466 | 920 | ||
| Total Income | -2.585 | 44.622 | 42.037 | 594 | 42.631 | ||
| Dividends to Company's shareholders | -12.800 | -12.800 | -12.800 | ||||
| Net income/ |
|||||||
| equity | -3 | -3 | -3 | ||||
| Transfer to Reserves | 1.855 | -1.855 | |||||
| Balance 30/06/2007 | 40.000 | 6.846 | 24.869 | 99.921 | 171.636 | 20.437 | 192.073 |
| Retained earnings / |
|||||
|---|---|---|---|---|---|
| Share capital | Share premium | Other reserves | Total | ||
| Balance 01/01/2006 | 40.000 | 57.245 | 22.857 | -42.798 | 77.304 |
| Profit for 1st Half | 7.321 | 7.321 | |||
| Total Income | 7.321 | 7.321 | |||
| Dividends to Company's shareholders | -8.000 | -8.000 | |||
| Share Capital Increase | 50.399 | -50.399 | |||
| Share Capital Decrease | -50.399 | 50.399 | |||
| Transfer to Reserves | 433 | -433 | |||
| Balance 30/06/2006 | 40.000 | 6.846 | 23.290 | 6.489 | 76.625 |
| Balance 01/07/2006 | 40.000 | 6.846 | 23.290 | 6.489 | 76.625 |
| Profit for the period 2nd Half | -5 | 9.037 | 9.032 | ||
| Total Income | -5 | 9.037 | 9.032 | ||
| Balance 31/12/2006 | 40.000 | 6.846 | 23.285 | 15.526 | 85.657 |
| Balance 01/01/2007 | 40.000 | 6.846 | 23.285 | 15.526 | 85.657 |
| Profit for 1st Half | 7.498 | 7.498 | |||
| Total Income | 7.498 | 7.498 | |||
| Dividends to Company's shareholders | -12.800 | -12.800 | |||
| Net income/ |
|||||
| equity | -3 | -3 | |||
| Transfer to Reserves | 1.855 | -1.855 | |||
| Balance 30/06/2006 | 40.000 | 6.846 | 25.140 | 8.366 | 80.352 |
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| No | From 01/01 to | |||||
| te | 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | ||
| Cash Flow from operating activities | ||||||
| Profit before income tax from continuing operation | 58.344 | 49.492 | 11.107 | 9.656 | ||
| Profit before tax from discontinuing operation | 22 | 1.130 | ||||
| Profit before tax | 58.344 | 49.492 | 11.107 | 10.786 | ||
| Adjustments for: | ||||||
| Depreciation | 10.064 | 9.638 | 2.108 | 1.896 | ||
| Provisions | 2.922 | 4.797 | 902 | 2.321 | ||
| 219 | ||||||
| Dividend income | -3.027 | -307 | ||||
| Exchange difference | -1.951 | -4.439 | ||||
| Changes in Working Capital: | ||||||
| Decrease / (increase) of inventories | 14.818 | 11.745 | 8.804 | 185 | ||
| Decrease / (increase) of trade debtors | -88.361 | -72.890 | -18.154 | -19.222 | ||
| Decrease / (increase) of Intergroup receivables | -11.984 | -5.492 | ||||
| Decrease / (increase) of other receivables | 7.626 | -2.296 | 7.435 | -4.191 | ||
| Decrease / (increase) of other long term receivables | 1.075 | -2.294 | 974 | -2.440 | ||
| (Decrease) / increase of suppliers | 17.804 | 12.253 | 3.505 | 5.346 | ||
| (Decrease) / increase of Intergroup payables | 4.206 | 4.082 | ||||
| (Decrease) / increase of other liabilities (except borrowing) | -4.583 | -4.006 | 1.373 | 1.503 | ||
| Less: | ||||||
| Income tax paid | -10.003 | -8.147 | -2.022 | -1.689 | ||
| (a) Net cash generated from operating activities | 7.974 | -6.147 | 5.227 | -7.222 | ||
| Cash Flow from investing activities | ||||||
| Purchase of property, plant and equipment | 6 | -15.284 | -7.034 | -474 | -1.283 | |
| Purchase of intangible assets | 7 | -848 | -657 | -503 | -505 | |
| Proceeds from subsidiaries disposal & other investments | 22 | 12.000 | 12.000 | |||
| Proceeds from disposal of property, plant, equipment and | ||||||
| intangible assets | 1.346 | |||||
| Dividend income | 3.027 | 307 | ||||
| (b) Net cash generated from investing activities | -14.786 | 4.309 | 2.050 | 10.519 | ||
| Net cash generated from operating and investing activities | -6.812 | -1.838 | 7.277 | 3.297 | ||
| Cash Flow from financing activities | ||||||
| Increase / (decrease) of borrowing | 17.972 | 12.871 | 3.748 | 4.910 | ||
| Dividends paid to Company's shareholders | -12.822 | -8.005 | -12.822 | -8.005 | ||
| (c) Net cash generated from financing activities | 5.150 | 4.866 | -9.074 | -3.095 | ||
| Net increase (decrease) in cash and cash equivalents (a) + (b) + (c) |
-1.662 | 3.028 | -1.797 | 202 | ||
| Cash and cash equivalents at beginning of the year | 18.220 | 12.106 | 2.271 | 392 | ||
| Cash and cash equivalents at the end of the year | 16.558 | 15.134 | 474 | 594 |
This condensed interim financial information includes the interim financial information of the parent company FRIGOGLASS S.A.I.C. (the "Company") and the consolidated interim financial information of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 14 of the financial information.
Frigoglass S.A.I.C. and its subsidiaries are engaged in the manufacturing, trade and distribution of commercial refrigeration units and packaging materials for the beverage industry. The Group has manufacturing plants and sales offices in Europe, Asia, and Africa.
The Company is a limited liability company incorporated and based in Kifissia, Attica. The Company's' shares are listed on the Athens Stock Exchange.
The address of its registered office is:
15, A. Metaxa Street GR 145 64, Kifissia Athens, Hellas
The company's web page is: www.frigoglass.com
This condensed interim financial information was approved by the Board of Directors on the 2nd of August 2007.
This condensed interim financial information for the six months ended 30 June 2007 has been prepared in accordance with IAS 34, 'Interim financial reporting'. The interim condensed financial report should be read in conjunction with the annual financial statements for the year ended 31 December 2006 that is available on the company's web page www.frigoglass.com
The accounting policies adopted in preparing this condensed interim financial information are consistent with those described in the Company and Group annual financial statements for the year ended 31 December 2006.
There have been no changes in the accounting policies used from those that were used for the preparation of the annual financial statements prepared by the Company and the Group for the year ended 31 December 2005.
This condensed interim financial information has been prepared under the historical cost convention.
The preparation of the financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires Management to exercise judgement in the process of applying the accounting policies. Moreover, it requires the use of estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of interim financial information and the reported income and expense amounts during the reporting period. Although these estimates and judgments are based on the best possible knowledge of Management with respect to the current conditions and activities, the actual results can eventually differ from these estimates.
Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.
New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current reporting period and subsequent reporting periods. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
This standard and amendment introduces new disclosures relating to financial instruments. The Group will comply with the requirements of IFRS 7 in its annual financial statements for 2007 as is relevant and applicable. For the current interim period the applicable IFRS 7 disclosures have only been presented in respect of events and transactions related to financial instruments which are material to an understanding of the current interim period.
This interpretation provides guidance on how to apply requirements of IAS 29 in a reporting period in which a company identifies the existence of hyperinflation in the economy of its functional currency, when the economy was not hyperinflationary in the prior period. As none of the Group companies operate in a hyperinflationary economy this interpretation does not affect the Group's financial statements.
This interpretation considers transactions involving the issuance of equity instruments – where the identifiable consideration received is less than the fair value of the equity instruments issued – to establish whether or not they fall within the scope of IFRS 2. This interpretation will not affect the Group's financial statements.
This interpretation requires an entity to assess whether an embedded derivative is required to be separated from the host contract and accounted for as a derivative when the entity first becomes a party to the contract. This interpretation is not relevant to the Group's operations.
This interpretation prohibits the impairment losses recognised in an interim period on goodwill, investments in equity instruments and investments in financial assets carried at cost to be reversed at a subsequent balance sheet date. This interpretation does not have any impact on the Group's financial statements.
This standard is effective for annual periods beginning on or after 1 January 2009 and supersedes IAS 14, under which segments were identified and reported based on a risk and return analysis. Under IFRS 8 segments are components of an entity regularly reviewed by the entity's chief operating decision maker and are reported in the financial statements based on this internal component classification. The Group will apply IFRS 8 from 1 January 2009.
This interpretation is effective for annual periods beginning on or after 1 March 2007 and clarifies the treatment where employees of a subsidiary receive the shares of a parent. It also clarifies whether certain types of transactions are accounted for as equity-settled or cash-settled transactions. This interpretation is not expected to have any impact on the Group's financial statements.
This interpretation is effective for annual periods beginning on or after 1 January 2008 and applies to companies that participate in service concession arrangements. This interpretation is not relevant to the Group's operations.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances.
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year concern income tax.
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required by the Group Management in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. If the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax.
There are no areas that Management required to make critical judgements in applying accounting policies.
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments
1. Cool Operation, 2. Glass Operation, 3. Plastic Operation, 4. Crown& Pet The discontinuing operations comprise to the Pet Operation of VPI SA
1. Europe, 2. Africa, 3. Asia & Oceania
The consolidated balance sheet and profit & loss accounts per business and geographical segments are described below:
| Profit & Loss Account analysis | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Period end: | 30/06/2007 | 30/06/2007 | ||||||||
| Total | Total | |||||||||
| Cool | Glass | Plastics | Crowns | Continuing | Discontinuing | |||||
| Pet | Operations | Operations | ||||||||
| Sales | 259.649 | 18.154 | 5.023 | 7.727 | 290.553 | |||||
| Operating Profit | 57.510 | 2.638 | 974 | 75 | 61.197 | |||||
| Finance costs | -2.853 | |||||||||
| Income tax expense | -16.633 | |||||||||
| Profit for the year | 41.711 | |||||||||
| Depreciation | 6.107 | 2.910 | 363 | 684 | 10.064 | |||||
| Gains / |
||||||||||
| Activities | ||||||||||
| Impairment of Trade Receivables | 104 | 104 | ||||||||
| Impairment of Inventory | 106 | 28 | 134 | |||||||
| 30/06/2006 | 28/2/2006 | |||||
|---|---|---|---|---|---|---|
| Total | Total | |||||
| Cool | Glass | Plastics | Crowns | Continuing | Discontinuing | |
| Pet | Operations | Operations | ||||
| Sales | 231.267 | 14.533 | 4.305 | 8.661 | 258.766 | 10.534 |
| Operating Profit | 49.728 | 2.300 | 1.334 | -239 | 53.123 | 124 |
| Finance costs | -3.631 | -124 | ||||
| Income tax expense | -14.897 | |||||
| Profit for the year | 34.595 | |||||
| Depreciation | 5.537 | 2.350 | 337 | 837 | 9.061 | 577 |
| Gains / |
||||||
| Activities | -817 | -817 | ||||
| Impairment of Trade Receivables | 295 | 12 | 307 | |||
| Impairment of Inventory | 531 | 31 | 562 |
| Balance Sheet | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Period end: | 30/06/2007 | 30/06/2007 | ||||||||
| Total | Total | |||||||||
| Cool | Glass | Plastics | Crowns | Continuing | Discontinuing | |||||
| Pet | Operations | Operations | ||||||||
| Total Assets | 310.074 | 50.938 | 11.907 | 18.936 | 391.855 | |||||
| Total Liabilities | 160.642 | 14.436 | 1.313 | 23.391 | 199.782 | |||||
| Capital Expenditure | 14.184 | 1.108 | 297 | 543 | 16.132 | |||||
| Note 6 & 7 | ||||||||||
| Period end: | 31/12/2006 | 28/2/2006 | ||||||||
| Total | Total | |||||||||
| Cool | Glass | Plastics | Crowns | Continuing | Discontinuing | |||||
| Pet | Operations | Operations | ||||||||
| Total Assets | 241.450 | 53.061 | 11.161 | 16.435 | 322.107 | 65.348 | ||||
| Total Liabilities | 129.202 | 12.524 | 1.248 | 16.888 | 159.862 | 35.685 | ||||
| Capital Expenditure | 16.975 | 6.086 | 609 | 650 | 24.320 | 450 | ||||
| Note 6 & 7 | Note 6 |
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, receivables and operating cash. Segment liabilities comprise operating liabilities.
Capital Expenditure comprises additions to property, plant equipment & intangible assets. 11
| 30/06/2007 28/2/2006 |
|---|
| Discontinuing Operations |
| 9.457 |
| 1.077 |
| 10.534 |
| 30/06/2007 28/2/2006 |
| Discontinuing Operations |
Sales are allocated based on the country in which the customers of the Group are located. Total Assets are allocated based on the where the assets are located. Capital Expenditure is allocated based on where the assets are located.
in € 000's
Note 6- Group Property, plant and equipment
| For the period ended | Building & | Machinery | Furniture | ||||||
|---|---|---|---|---|---|---|---|---|---|
| June 2007 | Land | Technical | Technical | Motor | and | ||||
| Works | Installation | Vehicles | Fixture | Total | |||||
| Historic Cost | |||||||||
| Open Balance on 01/01/2007 | 6.723 | 54.702 | 128.177 | 3.809 | 8.999 | 202.410 | |||
| Additions | 252 | 3.804 | 159 | 747 | 4.962 | ||||
| Advances & Construction in Progress | 6.587 | 3.511 | 224 | 10.322 | |||||
| Disposals | -1.018 | -724 | -680 | -166 | -132 | -2.720 | |||
| Exchange Differences | 25 | 726 | -38 | 6 | 43 | 762 | |||
| Closing Balance on 30/06/2007 | 5.730 | 61.543 | 134.774 | 3.808 | 9.881 | 215.736 | |||
| Accumulated Depreciation | |||||||||
| Open Balance on 01/01/2007 | 12 | 10.743 | 65.393 | 2.502 | 6.722 | 85.372 |
| Open Balance on 01/01/2007 | 12 | 10.743 | 65.393 | 2.502 | 6.722 | 85.372 | |||
|---|---|---|---|---|---|---|---|---|---|
| Additions | 1.125 | 6.224 | 231 | 516 | 8.096 | ||||
| Disposals | -67 | -752 | -213 | -131 | -1.163 | ||||
| Exchange Differences | 284 | -59 | 7 | 39 | 271 | ||||
| Closing Balance on 30/06/2007 | 12 | 12.085 | 70.806 | 2.527 | 7.146 | 92.576 | |||
| Net Book Value on 30/06/2007 | 5.718 | 49.458 | 63.968 | 1.281 | 2.735 | 123.160 | |||
| For the period ended December 2006 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture and |
||||
|---|---|---|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixture | Total | |||||
| Historic Cost Open Balance on 01/01/2006 6.516 50.905 126.619 3.735 8.729 196.504 |
|||||||||
| Additions | 683 | 4.521 | 12.045 | 546 | 1.011 | 18.806 | |||
| Advances & Construction in Progress | 354 | 3.285 | 60 | 3.699 | |||||
| Disposals | -12 | -84 | -3.755 | -304 | -1.119 | -5.274 | |||
| Transfer to / from & reclassification | 130 | -1.221 | 57 | 653 | -381 | ||||
| Exchange Differences | -464 | -1.124 | -8.346 | -225 | -335 | -10.494 | |||
| #REF! | -450 | -450 | |||||||
| Closing Balance on 31/12/2006 | 6.723 | 54.702 | 128.177 | 3.809 | 8.999 | 202.410 | |||
| Accumulated Depreciation | |||||||||
| Open Balance on 01/01/2006 | 12 | 8.765 | 62.106 | 2.409 | 6.515 | 79.807 | |||
| Additions | 2.206 | 10.980 | 476 | 958 | 14.620 | ||||
| Disposals | -73 | -3.247 | -247 | -867 | -4.434 | ||||
| Transfer to / from & reclassification | -522 | 7 | 368 | -147 | |||||
| Exchange Differences | -155 | -3.924 | -143 | -252 | -4.474 | ||||
| Closing Balance on 31/12/2006 | 12 | 10.743 | 65.393 | 2.502 | 6.722 | 85.372 | |||
Net Book Value on 31/12/2006 6.711 43.959 62.784 1.307 2.277 117.038
The total value of pledged group assets as at 30/06/2007 was € 7.213 th. (31/12/2006: € 7.188 th. )
| Note | |
|---|---|
Note 7- Group Intangible assets
in € 000's
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| June 2007 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2007 | 11.439 | 683 | 6.835 | 18.957 |
| Additions | 63 | 380 | 443 | |
| Advances & Construction in Progress | 388 | 17 | 405 | |
| Exchange Differences | 133 | 5 | 41 | 179 |
| Closing Balance on 30/06/2007 | 12.023 | 688 | 7.273 | 19.984 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2007 | 8.267 | 683 | 4.824 | 13.774 |
| Additions | 553 | 405 | 958 | |
| Exchange Differences | 101 | 5 | 30 | 136 |
| Closing Balance on 30/06/2007 | 8.921 | 688 | 5.259 | 14.868 |
| Net Book Value on 30/06/2007 | 3.102 | 2.014 | 5.116 |
| For the period ended December 2006 |
Development | Patterns & Trade |
Software & Other Intangible |
||||
|---|---|---|---|---|---|---|---|
| Costs Historic Cost |
Marks | Assets | Total | ||||
| Open Balance on 01/01/2006 10.410 867 5.199 16.476 |
|||||||
| Additions | 820 | 1.195 | 2.015 | ||||
| Advances & Construction in Progress | 149 | 101 | 250 | ||||
| Transfer to /from and reclassification | 236 | -186 | 334 | 384 | |||
| Exchange Differences | -102 | 6 | -96 | ||||
| Impairment charge | -74 | -74 | |||||
| Assets held for sale | 2 | 2 | |||||
| Closing Balance on 31/12/2006 | 11.439 | 683 | 6.835 | 18.957 | |||
| Accumulated Depreciation | |||||||
| Open Balance on 01/01/2006 | 7.308 | 812 | 3.905 | 12.025 | |||
| Additions | 1.116 | 3 | 632 | 1.751 | |||
| Transfer to /from and reclassification | -134 | 281 | 147 | ||||
| Exchange Differences | -86 | 2 | 6 | -78 | |||
| Impairment charge | -71 | -71 | |||||
| Closing Balance on 31/12/2006 | 8.267 | 683 | 4.824 | 13.774 |
Net Book Value on 31/12/2006 3.172 2.011 5.183
| Note 6- | Parent Company | Property, plant and equipment | ||||
|---|---|---|---|---|---|---|
| in € 000's | ||||||
| For the period ended | Building & | Machinery | Furniture | |||
| June 2007 | Land | Technical | Technical | Motor | and | |
| Works | Installation | Vehicles | Fixture | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2007 | 303 | 8.789 | 15.176 | 347 | 2.995 | 27.610 |
| Additions | 26 | 267 | 15 | 166 | 474 | |
| Intergroup Purchases/ |
6 | 6 | ||||
| Disposals | -3 | -18 | -21 | |||
| Closing Balance on 30/06/2007 | 303 | 8.815 | 15.440 | 344 | 3.167 | 28.069 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2007 | 1.120 | 9.920 | 267 | 2.299 | 13.606 | |
| Additions | 200 | 701 | 12 | 162 | 1.075 | |
| Disposals | -3 | -18 | -21 | |||
| Closing Balance on 30/06/2007 | 1.320 | 10.618 | 261 | 2.461 | 14.660 | |
| Net Book Value on 30/06/2007 | 303 | 7.495 | 4.822 | 83 | 706 | 13.409 |
| For the period ended December 2006 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture and |
|
|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixture | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2006 | 303 | 8.654 | 13.891 | 390 | 3.010 | 26.248 |
| Additions | 134 | 1.362 | 1 | 237 | 1.734 | |
| Advances & Construction in Progress | 89 | 23 | 112 | |||
| Intergroup Purchases/ |
80 | 80 | ||||
| Disposals | -10 | -44 | -128 | -182 | ||
| Transfer to / from & reclassification | 1 | -236 | -147 | -382 | ||
| Closing Balance on 31/12/2006 | 303 | 8.789 | 15.176 | 347 | 2.995 | 27.610 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2006 | 724 | 8.520 | 286 | 2.235 | 11.765 | |
| Additions | 396 | 1.409 | 25 | 338 | 2.168 | |
| Disposals | -44 | -128 | -172 | |||
| Intergroup Purchases/ |
-9 | -9 | ||||
| Transfer to / from & reclassification | -146 | -146 | ||||
| Closing Balance on 31/12/2006 | 1.120 | 9.920 | 267 | 2.299 | 13.606 | |
| Net Book Value on 31/12/2006 | 303 | 7.669 | 5.256 | 80 | 696 | 14.004 |
There are no pledged assets for the parent company.
| Note 7- | Parent Company | Intangible assets |
|---|---|---|
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| June 2007 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2007 | 8.052 | 35 | 4.982 | 13.069 |
| Additions | 28 | 188 | 216 | |
| Advances & Construction in Progress | 287 | 287 | ||
| Disposals | -3 | -3 | ||
| Closing Balance on 30/06/2007 | 8.367 | 35 | 5.167 | 13.569 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2007 | 5.636 | 35 | 3.635 | 9.306 |
| Additions | 454 | 286 | 740 | |
| Disposals | -3 | -3 | ||
| Closing Balance on 30/06/2007 | 6.090 | 35 | 3.918 | 10.043 |
| Net Book Value on 30/06/2007 | 2.277 | 1.249 | 3.526 |
| For the period ended December 2006 |
Development Costs |
Patterns & Trade Marks |
Software & Other Intangible Assets |
Total |
|---|---|---|---|---|
| Historic Cost | ||||
| Open Balance on 01/01/2006 | 7.135 | 35 | 4.022 | 11.192 |
| Additions | 633 | 764 | 1.397 | |
| Advances & Construction in Progress | 48 | 49 | 97 | |
| Transfer to / from & reclassification | 236 | 147 | 383 | |
| Closing Balance on 31/12/2006 | 8.052 | 35 | 4.982 | 13.069 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2007 | 4.668 | 35 | 3.082 | 7.785 |
| Additions | 968 | 406 | 1.374 | |
| Transfer to / from & reclassification | 147 | 147 | ||
| Closing Balance on 31/12/2006 | 5.636 | 35 | 3.635 | 9.306 |
| Net Book Value on 31/12/2006 | 2.416 | 1.347 | 3.763 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| Note 8 - | Inventories | ||||
| Inventories | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 | |
| Raw Materials | 51.237 | 52.842 | 4.204 | 5.207 | |
| Work in progress | 4.166 | 3.230 | 219 | 456 | |
| Finished goods | 31.251 | 45.874 | 5.001 | 12.679 | |
| Less: Provisions | -6.771 | -7.245 | -848 | -962 | |
| Total Inventories | 79.883 | 94.701 | 8.576 | 17.380 |
| Trade Debtors | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
|---|---|---|---|---|
| Trade Debtors | 132.452 | 44.182 | 21.306 | 3.164 |
| Less: Provisions for impairment of receivables | -2.141 | -2.231 | -297 | -309 |
| Total Trade Debtors | 130.311 | 41.951 | 21.009 | 2.855 |
The fair value of trade debtors closely approximate their carrying value. The Group and the company have a significant concentration of credit risk with specific customers.
| Other Debtors | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
|---|---|---|---|---|
| VAT Receivable | 13.094 | 18.337 | 3.512 | 12.090 |
| Advances & Prepayments | 4.583 | 3.786 | 366 | 372 |
| Other Debtors | 2.030 | 1.540 | 134 | 86 |
| Total Other Debtors | 19.707 | 23.663 | 4.012 | 12.548 |
The fair value of other debtors closely approximate their carrying value.
| Cash & Cash equivalents | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
|---|---|---|---|---|
| Cash at bank and in hand | 516 | 2.497 | 72 | 8 |
| Short term bank deposits | 16.042 | 15.723 | 402 | 2.263 |
| Total Cash & Cash equivalents | 16.558 | 18.220 | 474 | 2.271 |
The effective interest rate on short term bank deposits for June 2007 : 5,18% ( December 2006: 5,19% )
| 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
|---|---|---|---|
| 2.114 | 1.474 | 387 | 340 |
| 3.329 | 908 | ||
| 1.105 | 1.268 | 525 | 762 |
| 68 | 90 | 68 | 90 |
| 2.647 | 12.489 | 33 | 424 |
| 16.459 | 12.802 | 5.283 | 3.388 |
| 2.446 | 3.720 | 631 | 549 |
| 28.168 | 32.751 | 6.927 | 5.553 |
| Other creditors |
The fair value of other creditors closely approximate their carrying value.
| in € 000's | ||
|---|---|---|
| -- | -- | ------------ |
| _________ | ||||||
|---|---|---|---|---|---|---|
| Non Current Borrowings | 30/06/2007 | 31/12/2006 |
|---|---|---|
| Bank Loans | 2.918 | 875 |
| Debenture Loan | ||
| Total Non Current Borrowings | 2.918 | 875 |
| Current Borrowings | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
|---|---|---|---|---|
| Bank overdrafts | 2.964 | 1.301 | ||
| Bank Loans | 65.163 | 36.641 | 17.984 | |
| Current portion of non current debenture | ||||
| loan | 325 | 14.581 | 14.237 | |
| Total Current Borrowings | 68.452 | 52.523 | 17.984 | 14.237 |
| Total Borrowings | 71.370 | 53.398 | 17.984 | 14.237 |
| The maturity of Non Current | ||||
|---|---|---|---|---|
| Borrowings | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
| Between 1 & 2 years | 142 | 16 | ||
| Between 2 & 5 years | 1.354 | 859 | ||
| Over 5 years | 1.422 | |||
| Total Non Current Borrowings | 2.918 | 875 |
| Effective interest rates at the balance | ||||
|---|---|---|---|---|
| sheet date of: | 30/06/2007 | 31/12/2006 | 30/06/2007 | 31/12/2006 |
| Non current borrowings | 10,41% | 10,55% | ||
| Bank overdrafts | 5,14% | 8,03% | ||
| Current borrowings | 5,57% | 5,04% | 5,30% | 4,58% |
| 30/06/2007 | 31/12/2006 |
|---|---|
Group Parent Company
| 30/06/2007 | 31/12/2006 |
|---|---|
| 17.984 | |
| 14.237 | |
| 17.984 | 14.237 |
| 17.984 | 14.237 |
| 30/06/2007 | 31/12/2006 |
|---|---|
| 30/06/2007 | 31/12/2006 |
|---|---|
| 5,30% | 4,58% |
| The Foreign Currency exposure of Bank borrowings is as follows: | ||||||
|---|---|---|---|---|---|---|
| 30/06/2007 | 31/12/2006 | |||||
| Current | Non Current | Current | Non Current | |||
| Borrowings | Borrowings | Total | Borrowings | Borrowings | Total | |
| Group | Group | |||||
| -EURO | 54.161 | 54.161 | 38.427 | 38.427 | ||
| -USD | 8.327 | 8.327 | 8.921 | 8.921 | ||
| -PLN | 4.626 | 4.626 | 2 | 2 | ||
| -NAIRA | 492 | 15 | 507 | 378 | 16 | 394 |
| -NOK | 581 | 1.991 | 2.572 | 1.548 | 1.548 | |
| -RUR | 2.903 | 2.903 | ||||
| -INR | 265 | 912 | 1.177 | 344 | 859 | 1.203 |
| Total | 68.452 | 2.918 | 71.370 | 52.523 | 875 | 53.398 |
| Parent Company | Parent Company | |||||
| -EURO | 17.984 | 17.984 | 14.237 | 14.237 | ||
| -USD | ||||||
| Total | 17.984 | 17.984 | 14.237 | 14.237 |
The extent of Group and parent company, exposure to fluctuations of interest rate,
is consider to be for periods less than six months when repricing occurs.
The fair value of current and non current borrowings closely approximates their carrying value,
since the company borrows at floating interest rates, which are repriced in periods shorter than six months.
On 03/02/2004 the Parent company issued a € 35.000.000 debenture loan, in order to refinance its bank borrowings. The debenture loan is payable in instalments which expiring on 20/02/2011.
There are no encumbrances or pledged over the parent company's assets but the parent company
is required to comply with covenants relating to the sufficiency of solvency,
profitability and liquidity ratios as described below.
a) Total Bank Borrowing to EBITDA - Earnings before interest tax depreciation and amortization
b) Total Liabilities to Total Equity
c) EBITDA
The company proceeded to the complete repayment of the debenture loan at 20/02/2007
| in € 000's | ||||||
|---|---|---|---|---|---|---|
| 30/06/2007 | 31/12/2006 | |||||
| Provision for | ||||||
| impairment of | ||||||
| Companies | Historic Cost | investments | Net Book Value Net Book Value | |||
| Coolinvest Holding Limited (Cyprus) | 24.396 | -4.670 | 19.726 | 19.726 | ||
| Frigorex Cyprus Limited (Cyprus) | 482 | 482 | 482 | |||
| Letel Holding Limited (Cyprus) | 60.254 | -41.743 | 18.511 | 18.511 | ||
| Nigerinvest Holding Limited (Cyprus) | 7.384 | -1.209 | 6.175 | 6.175 | ||
| Total | 92.516 | -47.622 | 44.894 | 44.894 |
The subsidiaries of the Group, the nature of their operation and their shareholding status as at 30/06/2007 are described below:
| Country of | Consolidation | Group | ||
|---|---|---|---|---|
| Companies | incorporation | Nature of the operation | Method | Percentage |
| Frigoglass SAIC - Parent Company | Hellas | Ice Cold Merchandisers (ICMs) | Parent Company | |
| Frigoglass Romania SRL | Romania | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigorex Indonesia PT | Indonesia | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass South Africa Ltd | S. Africa | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass Eurasia LLC | Eurasia | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass (Guangzhou) Ice Cold Equipment Co,.Ltd. China | Ice Cold Merchandisers (ICMs) | Full | 100% | |
| Scandinavian Appliances A.S | Norway | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass Ltd. | Ireland | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass Iberica SL | Spain | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass Sp zo.o | Poland | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigoglass India PVT.Ltd. | India | Ice Cold Merchandisers (ICMs) | Full | 100% |
| Frigorex East Africa Ltd. | Kenya | Sales Office | Full | 100% |
| Frigoglass GmbH | Germany | Sales Office | Full | 100% |
| Frigoglass Nordic | Norway | Sales Office | Full | 100% |
| Frigoglass France SA | France | Sales Office | Full | 100% |
| Beta Glass Plc. | Nigeria | Glass operation | Full | 53,823% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Crowns,Plastics, Pet, ICMs | Full | 76,027% |
| TSG Nigeria Ltd. | Nigeria | Glass operation | Full | 54,888% |
| Beta Adams Plastics | Nigeria | Plastics operation | Full | 76,027% |
| 3P Frigoglass Romania SRL | Romania | Plastics operation | Full | 100% |
| Coolinvest Holding Limited | Cyprus | Holding Company | Full | 100% |
| Frigorex Cyprus Limited | Cyprus | Holding Company | Full | 100% |
| Letel Holding Limited | Cyprus | Holding Company | Full | 100% |
| Norcool Holding A.S | Norway | Holding Company | Full | 100% |
| Nigerinvest Holding Limited | Cyprus | Holding Company | Full | 100% |
| Deltainvest Holding Limited | Cyprus | Holding Company | Full | 100% |
The share capital of the company comprises of 40.000.000 fully paid up shares of € 1.0 each.
The share premium accounts represents the difference between the issue of shares (in cash) and their par value cost.
At the Annual General Meeting of the shareholders on 9 June 2006 the increase of the Company's share capital through the capitalisation of a portion of the special reserve account "shares premium", by the amount of EUR 50,4 m was approved as well as the decrease of the Company's share capital by an equal amount so as to offset losses resulting from the first application of IFRS (Change of basis of accounting).
| in € 000's | ||||
|---|---|---|---|---|
| Number of | ||||
| Shares | ||||
| (in ths.) | Ordinary shares Share premium | Total | ||
| Balance on 01/01/2007 | 40.000 | 40.000 | 6.846 | 46.846 |
| Balance on 30/06/2007 | 40.000 | 40.000 | 6.846 | 46.846 |
Note 14 - Parent Company Investments in subsidiaries
Note 16 - Other Reserves
| Statutory Reserves |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Currency Translation Differences |
Total | |
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2006 | 1.656 | 571 | 9.782 | 18.151 | -1.112 | 29.048 |
| Transfer from / to | -571 | 571 | ||||
| Disposal of Investments | -250 | -1.382 | -1.632 | |||
| Exchange Differences | 40 | -477 | -1.813 | -2.250 | ||
| Transfer from retained earnings | 433 | 433 | ||||
| Closing Balance on 31/12/2006 | 1.879 | 9.876 | 16.769 | -2.925 | 25.599 | |
| Open Balance on 01/01/2007 | 1.879 | 9.876 | 16.769 | -2.925 | 25.599 | |
| Exchange Differences | 16 | -38 | -2.563 | -2.585 | ||
| Transfer from P&L of the year | 853 | 1.002 | 1.855 | |||
| Closing Balance on 30/06/2007 | 2.748 | 9.838 | 17.771 | -5.488 | 24.869 |
| Statutory Reserves |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Total | |
|---|---|---|---|---|---|
| Open Balance on 01/01/2006 | 1.247 | 571 | 4.264 | 16.775 | 22.857 |
| Transfer from / to | -571 | 571 | |||
| Transfer from retained earnings | 433 | -5 | 428 | ||
| Closing Balance on 31/12/2006 | 1.680 | 4.835 | 16.770 | 23.285 | |
| Open Balance on 01/01/2007 | 1.680 | 4.835 | 16.770 | 23.285 | |
| Transfer from retained earnings | 853 | 1.002 | 1.855 | ||
| Closing Balance on 30/06/2007 | 2.533 | 4.835 | 17.772 | 25.140 |
A statutory reserve is created under the provisions of Hellenic law (Law 2190/20, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to this reserve until it reaches one third of the paid share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.
The Company has created tax free reserves, taking advances off various Hellenic Taxation laws, during the years, in order to achieve tax deductions, either by postponing the tax liability till the reserves are distributed to the shareholders, or by eliminating any future income tax payment by issuing new shares for the shareholders of the company. Should the reserves be distributed to the shareholders as dividends, the distributed profits will be taxed with the rate that was in effect at the time of the creation of the reserves. No provision has been created in regard to the possible income tax liability in the case of such a future distribution of the reserves the shareholders of the company as such liabilities are recognized simultaneously with the dividends distribution.
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |||
| Finance Expense | 2.279 | 2.322 | 552 | 812 | ||
| Finance Income | -199 | -146 | -21 | -10 | ||
| Exchange Loss/ (Gain) | 773 | 1.455 | 62 | 146 | ||
| Finance Cost | 2.853 | 3.631 | 593 | 948 |
Note: For some countries the tax audit is not obligated and is taken place under specific requirements.
| Company | Country | Periods | Operation |
|---|---|---|---|
| Frigoglass SAIC - Parent Company | Hellas | 2005-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Romania SRL | Romania | 2006 | Ice Cold Merchandisers (ICMs) |
| Frigorex Indonesia PT | Indonesia | 2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass South Africa Ltd | S. Africa | 2003-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Eurasia LLC | Eurasia | 2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass (Guangzhou) Ice Cold Equipment | |||
| Co,. Ltd. | China | 2006 | Ice Cold Merchandisers (ICMs) |
| Scandinavian Appliances A.S | Norway | 2003-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Ltd. | Ireland | 2000-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Iberica SL | Spain | 2002-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Sp zo.o | Poland | 2002-2006 | Ice Cold Merchandisers (ICMs) |
| Frigoglass India PVT.Ltd. | India | 2004-2006 | Ice Cold Merchandisers (ICMs) |
| Beta Glass Plc. | Nigeria | 2004-2006 | Glass Operation |
| Frigoglass Industries (Nig.) Ltd | Nigeria | 1999-2006 | Crowns, Plastics, Pet, ICMs |
| TSG Nigeria Ltd. | Nigeria | 1999-2006 | Glass Operation |
| Beta Adams Plastics | Nigeria | 1999-2006 | Plastics Operation |
| 3P Frigoglass Romania SRL | Romania | 2004-2006 | Plastics Operation |
| Frigorex East Africa Ltd. | Kenya | 2002-2006 | Sales Office |
| Frigoglass GmbH | Germany | 2001-2006 | Sales Office |
| Frigoglass Nordic | Norway | 2003-2006 | Sales Office |
| Frigoglass France SA | France | 2003-2006 | Sales Office |
| Coolinvest Holding Limited | Cyprus | 1999-2006 | Holding Company |
| Frigorex Cyprus Limited | Cyprus | 1999-2006 | Holding Company |
| Letel Holding Limited | Cyprus | 1999-2006 | Holding Company |
| Norcool Holding A.S | Norway | 1999-2006 | Holding Company |
| Nigerinvest Holding Limited | Cyprus | 1999-2006 | Holding Company |
| Deltainvest Holding Limited | Cyprus | 1999-2006 | Holding Company |
The tax rates in the countries where the Group operates are between 10% and 40%.
Some of non deductible expenses and the different tax rates in the countries that the Group operates, create a tax rate for the Group approximately of 28,5% (Greek Taxation Rate is 25%)
The main reasons that the 2006 effective tax rate of 30,1% reduced to 28,5% for 2007 are disclosed below:
a) There is a significant reduction of non profitable companies
b) The tax rates, in the countries where the Group operates, have been reduced.
The tax returns for the Parent Company and for the Group subsidiaries have not been assessed by tax authorities for different periods. Until the tax audit assessment for the companies described in the table above is completed, the tax liability can not be finalized for those years.
The component of the company's shareholders on 30/06/2007 was: BOVAL S.A. 44.1%,
Deutsche Bank 8%, Institutional Investors 30,84%, and Other Investors 17,06%.
The Coca Cola Hellenic Bottling Company is a non alcoholic beverage company listed in stock exchanges of Athens, New York, London & Australia. Except from the common share capital involvement of BOVAL S.A at 30.2%, with CCHBC, Frigoglass is the majority shareholder in Frigoglass Industries Limited based on Nigeria, where CCHBC also owns a 18% equity interest.
a) The amounts of related party transactions ( sales and receivables) were:
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| amounts in 000's € | 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Sales | 106.151 | 107.822 | 20.877 | 26.802 | |
| Receivables | 36.780 | 58.294 | 9.817 | 19.059 |
Based on a contract signed on 1999, which was renewed on 2004 and expires on 31/12/2008 the CCHBC Group purchases from the Frigoglass Group at yearly negotiated prices for at least 60% of its needs in ICM's, Bottles, Pet & Crowns. The above transactions are executed at arm's length.
b) The intercompany transaction of the parent company with the rest of subsidiaries were:
| amounts in 000's € | 30/06/2007 | 30/06/2006 |
|---|---|---|
| Sales of Goods | 28.985 | 31.726 |
| Purchases of Goods | 15.639 | 14.387 |
| Dividend Income | 3.027 | |
| Receivables | 34.390 | 37.163 |
| Payables | 4.854 | 4.787 |
The above transactions are executed at arm's length.
| amounts in 000's € | 30/06/2007 | 30/06/2006 |
|---|---|---|
| Other Operating Income | 11.128 | 9.770 |
The majority portion of Other Operating Income refers to management fees charged to the Group's subsidiaries.
(included wages, stock option, indemnities and other employee benefits) d) Fees to members of the Board of Directors and Management compensation
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| amounts in 000's € | 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Fees of member of Board of Directors | 104 | 109 | 104 | 109 | |
| Management compensation | 1.832 | 2.030 | 1.832 | 2.030 | |
| Receivables from management & BoD members | - | - | - | - | |
| Payables to management & BoD members | - | - | - | - |
Basic and Diluted earnings per share are calculated by dividing the profit attributable to equity holders of Parent Company, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares)
| Continuing Operations | Group | Parent Company | |||
|---|---|---|---|---|---|
| amounts in 000's Euro (except per share) | 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Profit attributable to equity holders of the company | 40.651 | 33.686 | 7.498 | 7.014 | |
| Weighted average number of ordinary shares | 40.000.000 | 40.000.000 | 40.000.000 | 40.000.000 | |
| Basic and diluted earnings per share from continuing | |||||
| operations | 1,02 | 0,84 | 0,19 | 0,18 |
| Discontinuing Operations | Group | Parent Company | |||
|---|---|---|---|---|---|
| amounts in 000's Euro (except per share) | 30/06/2007 | 30/06/2006 | 30/06/2007 | 30/06/2006 | |
| Profit attributable to equity holders of the company | 307 | ||||
| Weighted average number of ordinary shares | 40.000.000 | 40.000.000 | 40.000.000 | 40.000.000 | |
| Basic and diluted earnings per share from discontinuing | |||||
| operations | 0,01 |
The Parent company has contingent liabilities in respect of bank guarantees on behalf of its subsidiaries arising from the ordinary course of business as follows:
| in € 000's | |
|---|---|
| 30/06/2007 | 31/12/2006 |
| 128.912 | 119.911 |
The Group did not have any contingent liabilities as at 30/06/2007 and 31/12/2006.
There are no pending litigation, legal proceedings, or claims which are likely to affect the financial statements or the operations of the Group and the parent company.
The tax returns for the Parent Company and for the Group subsidiaries have not been assessed by the tax authorities for different periods. (see Note 18 )
The management of the Group believes that no significant additional taxes besides of those recognised in the financial statements will be finally assessed.
Note 22 - Assets held for Sale
On December 15, 2005 Frigoglass announced the sale of its stockholding in VPI SA. Frigoglass is a stockholder of 51% of VPI SA based at the city of Volos. The final agreement was signed on 28/2/2006.
The Parent company's investment in VPI SA amount to € 12.998 ths.
The purchase price for the shares amounts to €15.000 ths., €12.000 ths will be paid upon completion of the transaction under the condition that the net asset position of VPI will be at least € 30.000 ths., while the balance will be paid in three equal annual instalments till January 2009,
and is linked to the condition that VPI's sales will remain at their present level.
The completion of VPI sale was approved by the Greek Minister of Economy and Finance, given that VPI S.A has received government grants
under law 1892/1990. The sale of VPI shares is consistent with the Frigoglass Group strategy to focus on its core business on ICM. (VPI paid dividends on 2004 and on 2005 of € 1.011 ths. to Frigoglass SAIC).
Balance sheet and income statement of VPI SA are shown below:
| V.P.I S.A | ||||
|---|---|---|---|---|
| Balance Sheet | 30/06/2007 | 28/2/2006 | 31/12/2006 | |
| Assets: | ||||
| Property, plant and equipment | 36.698 | 40.117 | ||
| Intangible assets | 170 | 276 | ||
| Other long term assets | 26 | 21 | ||
| Total Non current assets | 36.894 | Parent Company 40.414 |
||
| Inventories | 11.869 | 10.706 | ||
| Trade debtors | 15.661 | 16.919 Profit for the period from discontinued operations: |
||
| Other debtors | 526 | 1.179 From : 01/01/06 till 28/02/06 |
||
| Marketable securities | 88 | 88 Purchase price for the shares |
15.000 | |
| Cash & Cash Equivalents | 310 | 43 Parent company's investment in VPI SA |
-12.998 | |
| Total current assets | 28.454 | 28.935 Provisions for Net Present Value & |
||
| Total Assets | 65.348 | 69.349 expected realization percentages of the contract terms |
-872 | |
| Profit before income tax | 1.130 | |||
| Liabilities: | Income tax expense | -823 | ||
| Long term borrowings | 2.504 | 5.007 Profit for the period after income tax |
307 | |
| Deferred Income tax liabilities | 1.068 | 389 | ||
| Retirement benefit obligations | 411 | 354 | ||
| Deferred income from government grants | 4.747 | 5.364 | ||
| Total Non current liabilities | 8.730 | 11.121 | ||
| Trade creditors | 10.867 | 12.221 | ||
| Other creditors | 1.319 | 1.471 | ||
| Short term borrowings | 14.769 | CASH FLOW STATEMENT 13.089 |
||
| Total current liabilities | 26.955 | 28.032 | ||
| Total Liabilities | 35.685 | 39.153 From : 01/01/06 till 28/02/06 |
||
| Proceeds from investment disposal | 12.000 | |||
| Total Equity | 29.663 | 30.196 Cash at banks & in hand on the date of sale |
-310 | |
| Total Liabilities and equity | 65.348 | Net Proceeds from investment disposal | 11.690 |
| Income Statement | From : 01/ 01 ' till | |
|---|---|---|
| 30/06/2007 | 28/2/2006 | |
| Sales | 10.534 | |
| Cost of goods sold | -10.086 | |
| Gross profit | 448 | |
| Administration expenses | -453 | |
| Selling, Distribution & Marketing expenses | -15 | |
| Research & Development expenses | -3 | |
| Other operating income | 147 | |
| Other Losses / |
||
| Operating Profit | 124 | |
| Finance costs | -124 | |
| Profit before income tax from discontinuing operations |
||
| Income tax expense | ||
| Profit for the year after income tax from | ||
| discontinued operations | ||
| Pre tax loss recognized on the remeasurement | ||
| of assets of disposal | ||
| Profit for the year after income tax from | ||
| discontinued operations | ||
| Depreciation | 577 | |
| EBITDA | 701 |
| CASH FLOW STATEMENT | 30/06/2007 | 28/2/2006 |
|---|---|---|
| (a) Net cash generated from operating activities | 1.101 | |
| (b) Net cash generated from investing activities | -461 | |
| (c) Net cash generated from financing activities | -835 | |
| Net increase (decrease) in cash and cash equivalents | -195 |
| Profit before income tax | 1.130 |
|---|---|
| Proceeds from investment disposal | 12.000 |
|---|---|
Note 23 - Seasonality of Operations
| Sales | ||||||||
|---|---|---|---|---|---|---|---|---|
| Period | 2004 | 2005 | 2006 | 2007 | ||||
| Q1 | 76.482 | 29% | 86.320 | 28% | 116.556 | 29% | 133.930 | |
| Q2 | 85.809 | 32% | 98.089 | 32% | 142.209 | 35% | 156.623 | |
| Q3 | 49.321 | 19% | 59.114 | 19% | 78.998 | 20% | ||
| Q4 | 52.590 | 20% | 63.306 | 21% | 63.276 | 16% | ||
| Total | 264.202 | 100% | 306.829 | 100% | 401.039 | 100% | 290.553 |
As shown above the Group's operations exhibit seasonality, therefore interim period sales should not be used for forecasting annual sales.
Consequently the level of the working capital required for the remaining months of the year will vary from the requirements of the current period
There are no Post-Balance Events which are likely to affect the financial statements or the operations of the Group and the parent company.
Average number of personnel per operation for the Group & for the Parent company are listed below:
| Operations | 30/06/2007 | 31/12/2006 |
|---|---|---|
| Cool Operations | 3.613 | 3.064 |
| Nigeria Operations | 1.363 | 1.370 |
| Plastics Operation | 70 | 66 |
| Group | 5.046 | 4.500 |
| Parent Company | 533 | 687 |
The losses from restructuring activities refer to the restructuring in Ireland Plant and the transfer of its production activity to Poland,as well as the restructuring of operations in Nigeria.
We have reviewed the accompanying condensed balance sheet of Frigoglass S.A.I.C (the "Company") as well and the accompanying condensed balance sheet of the Company and its subsidiaries (the "Group") as of 30 June 2007 and the related condensed statements of income, changes in equity and cash flows of the Company and the Group for the six-month period then ended which also include certain explanatory notes. Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with International Financial Reporting Standards as adopted by the European Union and as applicable to interim financial reporting ("IAS 34"). Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" to which Hellenic Auditing Standards refer to. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Greek Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with IAS 34.
THE CERTIFIED AUDITOR Constantinos Michalatos SOEL Reg. No. 17701
PricewaterhouseCoopers S.A. 268 Kifissias Avenue 152 32 Halandri SOEL Reg. No. 113
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.