Quarterly Report • Sep 24, 2015
Quarterly Report
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OFFICES: 340 KIFISSIAS AVENUE – 154 51 Ν. PSYCHIKO
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| BALANCE SHEETS (CONSOLIDATED AND PARENT COMPANY) AS AT SEPTEMBER 30, 2008 AND DECEMBER 31, 2007……… ……………………………………………………………………………2 |
|---|
| INCOME STATEMENTS CONSOLIDATED AND THE COMPANY FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 3 |
| STATEMENTS OF CONSOLIDATED MOVEMENT IN EQUITY AS AT SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 ……………………………………………………………4 |
| STATEMENTS OF MOVEMENT IN EQUITY (PARENT COMPANY) AS AT SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 .5 |
| STATEMENTS OF CASH FLOWS (CONSOLIDATED AND PARENT COMPANY) FOR THE NINE PERIOD ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 20076 |
| NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY AND CONSOLIDATED) ……………….……………………………………………………………………………….7 |
The attached Interim Financial Statements for the nine months period are those approved by the Board of Directors of "FOURLIS HOLDINGS AE" on 24/11/2008 and have been published by posting on the Internet at the web address www.fourlis.gr.
Chairman CEO
ID No. Σ-700173 ID No Π-319553
Vassilios St. Fourlis Apostolos D. Petalas
Finance Manager Chief Accountant Planning & Controlling
Theodore G. Poulopoulos Sotirios I Mitrou ID No. ΑΖ-547722 ID No. Π-135469 Ch. Acct.Lic. No. 36611 Α Class Ch.Acct.Lic. No. 30609 A Class
| Consolidated | Parent Company | ||||||
|---|---|---|---|---|---|---|---|
| Assets | Notes | 30/09/2008 | 31/12/2007 | 30/09/2008 | 31/12/2007 | ||
| Non-current assets | |||||||
| Property, plant and equipment | 6 | 185.269 | 148.218 | 72 | 72 | ||
| Intangible assets | 5.109 | 4.997 | 32 | 19 | |||
| Investment Property | 23.818 | 23.818 | - | - | |||
| Investments | 95 | 95 | 88.267 | 88.254 | |||
| Long Term receivables | 7.281 | 6.894 | 180 | 176 | |||
| Deferred taxes | 1.320 | 1.128 | - | - | |||
| Total non-current assets | 222.892 | 185.150 | 88.551 | 88.521 | |||
| Current assets | |||||||
| Inventory | 15 | 131.513 | 90.344 | - | - | ||
| Income tax receivable | 11.630 | 9.112 | 2.352 | 2.503 | |||
| Trade receivables | 15 | 118.186 | 155.901 | 257 | 71 | ||
| Other receivables Cash and cash equivalent |
26.938 44.536 |
20.744 70.483 |
115 14.776 |
180 21.885 |
|||
| Total current assets | 332.803 | 346.584 | 17.500 | 24.639 | |||
| Non-current assets classified as | |||||||
| available for sale | 16.936 | 4.738 | 16.934 | 4.736 | |||
| Total Assets | 572.631 | 536.472 | 122.985 | 117.896 | |||
| Shareholders Equity & Liabilities | |||||||
| Shareholders Equity | |||||||
| Share capital | 50.953 | 50.953 | 50.953 | 50.953 | |||
| Share premium reserve | 11.864 | 11.864 | 12.208 | 12.208 | |||
| Reserves Retained earnings |
52.394 53.707 |
49.741 37.999 |
29.150 25.172 |
27.984 21.419 |
|||
| 168.918 | 150.557 | 117.483 | 112.564 | ||||
| Minority interest | 777 | 481 | - | ||||
| Total Equity | 169.695 | 151.038 | 117.483 | 112.564 | |||
| Liabilities | |||||||
| Non-current liabilities | |||||||
| Interest bearing loans and borrowings | 8,15 | 127.764 | 146.161 | - | - | ||
| Employee retirement benefits | 9 | 1.715 | 1.458 | 23 | 11 | ||
| Provisions | 10 | 932 | 216 | 74 | - | ||
| Deferred taxes | 5.506 | 2.224 | 3.185 | 146 | |||
| Other non-current liabilities | 164 | 160 | 163 | 161 | |||
| Total Non-current liabilities | 136.081 | 150.219 | 3.445 | 318 | |||
| Current liabilities | |||||||
| Interest bearing loans and borrowings | 8,15 | 44.839 | 37.930 | - | - | ||
| Current portion of non-current interest bearing loans and borrowings |
8,15 | 62.018 | 3.089 | - | - | ||
| Income tax payable | 10 | 16.458 | 20.251 | 1.752 | 4.693 | ||
| Trade and other payables | 15 | 143.540 | 173.945 | 305 | 321 | ||
| Total current liabilities | 266.855 | 235.215 | 2.057 | 5.014 | |||
| Total Liabilities | 402.936 | 385.434 | 5.502 | 5.332 | |||
| Total equity and liabilities | 572.631 | 536.472 | 122.985 | 117.896 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements
| Consolidated | Parent Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | 9MFY08 | Q3FY08 | 9MFY07 | Q3FY07 | 9MFY08 | Q3FY08 | 9MFY07 | Q3FY07 | ||
| Revenue | 5 | 546.393 | 433.771 | 196.531 | 164.630 | - | - | - | - | |
| Cost of Goods Sold | 5 | (378.732) | (303.229) | (132.606) | (114.226) | - | - | - | - | |
| Gross profit | 167.661 | 130.542 | 63.925 | 50.404 | - | - | - | - | ||
| Other operating income | 5,15 | 23.951 | 19.570 | 16.184 | 6.846 | 13.030 | 11.581 | 12.540 | 4.270 | |
| Distribution expenses | 5,15 | (105.881) | (75.651) | (38.860) | (30.836) | - | - | - | - | |
| Administrative expenses | 5 | (24.228) | (17.594) | (8.637) | (5.486) | (1.238) | (1.146) | (405) | (316) | |
| Other operating expenses | 5 | (5.051) | (4.870) | (1.753) | (2.259) | (20) | (559) | - | (167) | |
| Operating profit | 56.452 | 51.997 | 30.859 | 18.669 | 11.772 | 9.876 | 12.135 | 3.787 | ||
| Financial expenses | 5 | (12.064) | (7.210) | (4.135) | (2.934) | (1) | (96) | (1) | (2) | |
| Financial income | 5 | 2.514 | 2.135 | 696 | 798 | 581 | 283 | 99 | 143 | |
| Income from associate companies |
7 | - | - | - | - | 11.000 | 15.526 | - | - | |
| Profit before tax | 46.902 | 46.922 | 27.420 | 16.533 | 23.352 | 25.589 | 12.233 | 3.928 | ||
| Income tax expense | 10 | (12.506) | (13.360) | (7.454) | (4.864) | (3.163) | (2.792) | (3.133) | (1.022) | |
| Profit for the period | 34.396 | 33.562 | 19.966 | 11.669 | 20.189 | 22.797 | 9.100 | 2.906 | ||
| Attributable to: | ||||||||||
| Parent company | 33.979 | 33.354 | 19.841 | 11.502 | 20.189 | 22.797 | 9.100 | 2.906 | ||
| Minority interest | 417 | 208 | 125 | 167 | - | - | - | |||
| Net Profit for the period | 34.396 | 33.562 | 19.966 | 11.669 | 20.189 | 22.797 | 9.100 | 2.906 | ||
| Basic earnings per share (in Euro): |
||||||||||
| Basic Earnings per Share | 11 | 0,6669 | 0,6546 | 0,3894 | 0,2257 | 0,3962 | 0,4474 | 0,1786 | 0,0570 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements
| Share Capital |
Share premium reserve |
Reserv es |
Revalua tion reserve |
Foreign exchange difference s from B/S translatio n reserve |
Retained earnings / (Accumul ated losses)) |
Total | Minority interest |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1/1/2007 |
50.953 | 11.875 | 30.111 | 18.641 | 539 | 1.946 | 114.065 | 134 | 114.199 |
| Profit for the period | 33.354 | 33.354 | 208 | 33.562 | |||||
| Dividend distribution |
(9.171) | (9.171) | (69) | (9.240) | |||||
| Reserves | 1.057 | (1.057) | - | - | |||||
| Net Income directly booked in Net Equity |
98 | 98 | 98 | ||||||
| Foreign exchange differences from B/S translation |
(5) | (5) | (5) | ||||||
| Balance at 30/09/2007 |
50.953 | 11.875 | 31.168 | 18.641 | 534 | 25.170 | 138.341 | 273 | 138.614 |
| Balance at 1/1/2008 |
50.953 | 11.864 | 31.172 | 18.641 | (72) | 37.999 | 150.557 | 481 | 151.038 |
| Profit for the period | 33.979 | 33.979 | 417 | 34.396 | |||||
| Dividend distribution |
(15.286) | (15.286) | (121) | (15.407) | |||||
| Reserves | 2.983 | (2.983) | - | - | |||||
| SOP reserve | 16 | 16 | 16 | ||||||
| Foreign exchange differences from B/S translation |
(346) | (2) | (348) | (348) | |||||
| Balance at 30/09/2008 |
50.953 | 11.864 | 34.171 | 18.641 | (418) | 53.707 | 168.918 | 777 | 169.695 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements
| Parent Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium reserve |
Reserves | Retained earnings / (Accumulated losses) |
Total | |||||||
| Balance as at 1/1/2007 | 50.953 | 12.208 | 27.976 | 10.061 | 101.198 | ||||||
| Profit for the period Dividend distribution |
22.797 (9.172) |
22.797 (9.172) |
|||||||||
| Reserve | 8 | (8) | - | ||||||||
| Balance as at 30/09/2007 |
50.953 | 12.208 | 27.984 | 23.678 | 114.823 | ||||||
| Balance as at 1/1/2008 | 50.953 | 12.208 | 27.984 | 21.419 | 112.564 | ||||||
| Profit for the period | 20.189 | 20.189 | |||||||||
| Dividend distribution | (15.286) | (15.286) | |||||||||
| SOP Reserve | 16 | - | 16 | ||||||||
| Reserve | 1.150 | (1.150) | - | ||||||||
| Balance as at 30/09/2008 |
50.953 | 12.208 | 29.150 | 25.172 | 117.483 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 9MFY08 | 9MFY07 | 9MFY08 | 9MFY07 | |
| Net profit before taxes | 46.902 | 46.922 | 23.352 | 25.589 |
| Movements: | ||||
| Depreciation | 7.476 | 5.607 | 10 | 21 |
| Provisions | 1.213 | 16.191 | 15 | 93 |
| Foreign exchange differences | (17) | 188 | - | - |
| Results (Income, expenses, profit and loss) from investment activity |
(12.956) | (11.964) | (23.778) | (26.775) |
| Interest expense | 10.037 | 6.326 | 1 | 96 |
| Plus / less adjustments for changes in working capital related to the operating activities: |
||||
| Decrease / (Increase) in inventory | (41.442) | (7.810) | - | - |
| Decrease / (Increase) in trade and other receivables | 28.188 | (30.476) | (134) | (894) |
| (Decrease) / Increase in liabilities | (28.723) | (2.900) | (8) | (314) |
| Less: | ||||
| Interest paid | (9.876) | (6.118) | (1) | (96) |
| Income taxes paid | (15.500) | (9.858) | (2.836) | (211) |
| Net cash generated from operations (a) | (14.698) | 6.108 | (3.379) | (2.491) |
| Investing Activities | ||||
| Purchase of subsidiaries and related companies Proceeds from Disposal of Subsidiaries, related companies |
- - |
(4.094) 37.503 |
- - |
(633) 27.397 |
| and other investments. Purchase of tangible and intangible fixed assets |
(45.144) | (24.417) | (24) | (39) |
| Proceeds form disposal of of tangible and intangible fixed assets |
- | |||
| 153 | 387 | |||
| Interest received | 1.012 | 627 | 580 | 282 |
| Proceeds from dividends | - | 426 | 11.000 | 15.526 |
| Total inflow / (outflow) from investing activities (b) | (43.979) | 10.432 | 11.556 | 42.533 |
| Financing activities | ||||
| Proceeds from issued loans | 186.251 | 274.963 | - | 31.370 |
| Loans paid off | (135.999) | (252.567) | - | (39.490) |
| Payments of leasing liabilities | (1.981) | (2.100) | - | - |
| Dividends paid | (15.407) | (9.235) | (15.286) | (9.166) |
| Total inflow / (outflow) from financing activities (c) | 32.864 | 11.061 | (15.286) | (17.286) |
| Net increase / (reduction) in cash and cash equivalents for the period (a) + (b) + (c) |
(25.813) | 27.601 | (7.109) | 22.756 |
| Cash and cash equivalents at the beginning of the period | 70.483 | 25.544 | 21.885 | 128 |
| Effect of foreign exchange differences on Cash | (134) | 17 | - | - |
| Closing balance, cash and cash equivalents | 44.536 | 53.162 | 14.776 | 22.884 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements
FOURLIS HOLDINGS AE with the common use title of FOURLIS AE was incorporated in 1950 as Α. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS AEBE (Government Gazette, ΑΕ and EPE issue 618/13.06.1966). It was renamed to FOURLIS HOLDING ΑΕ by a decision of an Extraordinary Shareholders' Meeting on 10.03.2000, which was approved by decision Κ2-3792/25-04-2000 of the Ministry of Development.
Note that the Shareholders' Meeting also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The head office of the Company is located at the 340 Kifissias Avenue, N. Pshchiko. It is registered in the Company's Register of the Ministry of Development with registration number 13110/06/Β/86/01.
The Company's term, in accordance with its Articles of Incorporation, was originally set at 30 years. In accordance with a decision of the Extraordinary Meeting of the Shareholders on 19.02.1988, the term was extended for a further 30 years i.e. to 2026.
The current Board of Directors of the parent company is as follows:
The total number of employees of the Group as at 30/09/2008 and 30/09/2007 was at 2.963 and 2.379 respectively. The total number of employees of the Company as at 30/09/2008 and 30/09/2007 was at 4 and 5 respectively.
The Company's activities are the investment in domestic and foreign companies of all types. Furthermore, it purchases companies and participates in other companies' increases in share capital.
FOURLIS HOLDINGS AE also provides general administration services, treasury management and information technology services.
The Group companies included in the consolidated financial statements and the percentage shareholdings are:
| GENCO TRADE S.R.L. | Bucharest, Romania |
100,00% Fully consolidated | |
|---|---|---|---|
| GENCO BULGARIA L.T.D. | Sofia, Bulgaria | 100,00% Fully consolidated | |
| PRIME TELECOM AE | Athens | 82,91% | Fully consolidated |
| HOUSEMARKET AE | Athens | 100,00% Fully consolidated | |
| FOURLIS TRADE AEBE | Athens | 100,00% Fully consolidated | |
| INTERSPORT ATHLETICS AE | Athens | 100,00% Fully consolidated | |
| EUROELECTRONICS Α.Ε. * | Athens | 78,53% | Fully consolidated |
| SERVICE ONE Α.Ε. * | Athens | 99,94% | Fully consolidated |
| TRADE LOGISTICS ABETE * | Athens | 100,00% Fully consolidated | |
| H.M HOUSE MARKET (CYPRUS) LTD * | Nicosia, Cyprus | 100,00% Fully consolidated | |
| RENTIS Α.Ε * | Athens | 100,00% Fully consolidated | |
| INTERSPORT ATLETICS (CYPRUS) LTD* Nicosia, Cyprus | 100,00% Fully consolidated | ||
| HOUSEMARKET BULGARIA EAD | Sofia, Bulgaria | 100,00% Fully consolidated | |
| SPEEDEX Α.Ε. | Athens | 49,55% | Net equity method |
*Companies with an indirect holding
During the current period the consolidation also included HOUSEMARKET BULGARIA EAD, which was established on June 26, 2008 with a share capital of €5.000 th. (9.779.150 BGL) out of which €1.250 th. have already been deposited and €3.750 is due from the shareholders..
The attached Interim Parent Company and Consolidated Financial Statements (herein referred to as the "Financial Statements") have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting" and as a consequence do not include all data required for the Annual Financial Statements. They should be reviewed in combination with the published Group's Interim Financial Statements which are uploaded at the website www.fourlis.gr The Interim Financial Statements have been prepared based on the historical cost principle, except for the valuation of various assets and liabilities, which are based at fair value, and on the going concern principle.
The accounting policies and valuation methods adopted and followed are the same as those in the published Financial Statements as at 31/12/2007 except from the following which is applied for the first time:
Subsidies are considered as deferred income which is booked based on a systematic and rational basis under revenues, during the useful life of the asset (transfer to each year's revenues based on annual ratios in proportion to the depreciation rates).
The preparation of interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions, which may affect the amounts recorded as assets, liabilities, income and expenses during the period, as well as the disclosures for contingent assets and liabilities.
The use of available information and the application of judgment are an integral part in the determination of estimates. The actual final outcomes may vary from the above estimates. Management's estimates are constantly re-evaluated in accordance with historical data and future expectations, are judged in accordance with present conditions and do not differ from those applied during the preparation of Financial Statements of 31/12/2007.
The Group's activities comprise mainly one geographical area, that of the wider European region, primarily Greece along with countries of Southeastern Europe. Therefore the main financial interest is concentrated in the business classification of the Group's activities, where the different economic environments constitute different risks and rewards.
The Group is mainly active in Greece with 77% of total operations with the remaining 23% to the other countries of Southeastern Europe (Romania, Bulgaria, and Cyprus)
The geographic breakdown of Assets and Liabilities as at September 30, 2008 and December 31, 2007 is analysed as follows:
| 30/09/2008 | 31/12/2007 | |||||
|---|---|---|---|---|---|---|
| Greece | Other Southeastern Europe countries |
Greece | Other Southeastern Europe countries |
|||
| Total assets | 406.611 | 166.020 | 394.695 | 141.777 | ||
| Total liabilities | 247.464 | 155.472 | 247.449 | 137.985 |
Group results by segment for the nine months period ended September, 2008 and September 30, 2007 are as below:
| Trading of Electrical – Electronic Equipment |
Furniture and Household Goods |
Sportswear | Unallocated | Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1/1 – 30/09 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 |
| Revenue | 261.319 | 227.380 | 233.209 | 166.370 | 51.865 | 40.021 | - | 546.393 | 433.771 | |
| Cost of goods sold | (217.637) | (188.748) | (134.590) | (93.992) (26.505) (20.489) | - | - | (378.732) | (303.229) | ||
| Gross margin | 43.682 | 38.632 | 98.619 | 72.378 25.360 19.532 | - | - | 167.661 | 130.542 | ||
| Other operating income | 9.545 | 6.626 | 1.356 | 1.373 | 811 | 442 12.239 11.129 | 23.951 | 19.570 | ||
| Distribution expenses | (31.497) | (25.517) | (58.930) | (37.551) (15.454) (12.583) | - | - | (105.881) | (75.651) | ||
| Administrative expenses | (5.888) | (6.563) | (12.137) | (6.980) | (4.966) | (2.907) (1.237) (1.144) | (24.228) | (17.594) | ||
| Other operating expenses |
(3.619) | (2.370) | (707) | (1.061) | (705) | (320) | (20) (1.119) | (5.051) | (4.870) | |
| Operating profit before financing costs |
12.223 | 10.808 | 28.201 | 28.159 | 5.046 | 4.164 10.982 8.866 | 56.452 | 51.997 | ||
| Net financing costs | (4.834) | (1.631) | (5.009) | (3.248) | (287) | (382) | 580 | 186 | (9.550) | (5.075) |
| Profit / loss before taxes |
7.389 | 9.177 | 23.192 | 24.911 | 4.759 | 3.782 11.562 9.052 | 46.902 | 46.922 | ||
| Depreciation | 790 | 1.062 | 5.527 | 3.601 | 1.149 | 923 | 10 | 21 | 7.476 | 5.607 |
The breakdown structure of Assets and Liabilities as at September 30, 2008 and Dec 31, 2007 in the above mentioned segments is as below:
| Trading of Electrical – Electronic Equipment |
Furniture and Household Goods |
Sportswear | Unallocated | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30.09.08 | 31.12.07 | 30.09.08 | 31.12.07 | 30.09.08 | 31.12.07 | 30.09.08 | 31.12.07 | 30.09.08 | 31.12.07 | ||
| Total assets | 197.940 | 224.915 | 297.228 | 246.660 | 40.616 | 32.966 | 36.847 | 31.931 | 572.631 | 536.472 | |
| Total liabilities | 150.057 | 179.600 | 216.012 | 173.147 | 31.366 | 27.356 | 5.501 | 5.331 | 402.936 | 385.434 |
Property, plant and equipment additions and accumulated depreciation for the nine months period of 2008 are as follows:
| Group | |
|---|---|
| Cost at 31/12/2007 | 186.666 |
| Additions | 44.406 |
| Decreases - Transfers | (715) |
| Cost at 30/09/2008 | 230.357 |
| Accumulated depreciation at 31/12/2007 | 38.448 |
| Depreciation | 6.931 |
| Decreases - Transfers | (291) |
| Accumulated depreciation 30/09/2008 | 45.088 |
| Net book value 30/09/2008 | 185.269 |
The assets of the group are free of mortgages and pre-notations.
The major change on the Group's Assets for the period is related to : a) the completion of the Logistics-Warehouse investment (Land & Building) of total value of € 30.086 th. out of which € 12.211 th. were made during the current period. This investment is subsidised under the Law 3299/2004 with 30% From the total amount of the approved subsidy of €7.440 th. an amount of €2.232 th. has been received by September 30, 2008.
On the Financial Statements of the period have been included the following :
a) a sum of € 265 th. has been booked under the account "Other Income" as a proportion of the subsidy upon the actual depreciation charges
b) purchase of land of 59.333 m2 in Sofia Bulgaria with a purchase value of € 13.447 th. where the IKEA Bulgaria store will be constructed
c) Under construction building from subsidiary company (€ 9.748 th) and
d) New Stores from subsidiaries 9.008 th. €.
The General Assembly of June 13, 2008 approved the dividend distribution of € 0,30 per share (0,31 for 2007). In the current fiscal period an amount of €11.000 th. (€15.526 th. for 2007) is booked as Dividends from subsidiary companies.
Borrowings are analyzed as below:
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| 30/09/2008 | 31/12/2007 | 30/09/2008 | 31/12/2007 | ||
| Non-current borrowings | |||||
| Long Term Loans | 164.733 | 122.218 | - | - | |
| Finance Leases | 25.049 | 27.032 | - | - | |
| 189.782 | 149.250 | - | - | ||
| Less: Non-current borrowings payable within the following 12 months |
(62.018) | (3.089) | - | - | |
| 127.764 | 146.161 | - | - | ||
| Current borrowings | 44.839 | 37.930 | - | - |
The payment period of non-current loans is varied between 2 and 5 years and the average effective interest rate of the Group during the nine months period of 2008 was 5.7%.
Non current loans cover mainly expansion needs of the Group and are analyzed into bond loans and other non current loans as follows:
| Amount | Issuing Date |
Duration | ||
|---|---|---|---|---|
| FOURLIS TRADE Α.Ε.Β.Ε. | Bond | 10.000 | 05/12/2006 | 3 years from the issuing date |
| Bond | 13.500 | 19/06/2006 | 3 years from the issuing date | |
| Bond | 10.000 | 16/12/2005 | 3 years from the issuing date | |
| Bond | 5.000 | 13/12/2006 | 3 years from the issuing date | |
| Bond | 3.000 | 09/11/2005 | 3 years from the issuing date | |
| 41.500 | ||||
| PRIME TELECOM AE | Bond | 3.000 | 15/12/2006 | 3 years from the issuing date |
| Bond | 1.000 | 28/03/2008 | 3 years from the issuing date | |
| 4.000 | ||||
| SERVICE ONE A.E. | Bond | 1.500 | 13/12/2006 | 3 years from the issuing date |
| 1.500 | ||||
| Η.Μ. HOUSE MARKET (CYPRUS) LTD |
Other | 25.629 | 25/10/2006 | 3 years from the issuing date |
| 7.000 | 17/09/2007 | 3 years from the issuing date | ||
|---|---|---|---|---|
| 32.629 | ||||
| TRADE LOGISTICS Α.Ε. | Bond | 3.200 | 30/06/2008 | 3 years from the issuing date |
| Bond | 11.160 | 26/05/2007 | 3 years from the issuing date | |
| Bond | 6.800 | 27/06/2008 | 3 years from the issuing date | |
| Bond | 5.000 | 25/07/2008 | 2 years from the issuing date | |
| 26.160 | ||||
| RENTIS AE | Bond | 16.500 | 12/11/2007 | 17 months from the issuing date |
| Bond | 15.000 | 15/11/2007 | 2 years from the issuing date | |
| Bond | 8.000 | 18/01/2008 | 2 years from the issuing date | |
| Bond | 3.200 | 08/04/2008 | 20 months from the issuing date | |
| HOUSEMARKET BULGARIA EAD |
Other | 16.244 | 15/07/2008 | 1 year from issuing date |
| Total | 164.733 |
Total current loans of the group concern mainly overdraft bank accounts which they are used as working capital for the activities of the Company. The drawn amounts are used mainly to cover short term needs to suppliers. The weighted average interest rate of short term loans was approximately 5.9% for the nine months of 2008.
The General Assembly (repeated) of June 30, 2008 has approved the issue of, at maximum, 509.500 stock options, and authorized the Board of Directors to to arrange all the procedural issues and materialize the Program.
The Program will be implemented through 3 tranches with a maturity period of 3 years for each one. Assuming that the right has matured, each beneficiary will have 5 chances to exercise it. The Exercise price for each tranche is defined as the Jan-Feb average stock price of the grant year with a 25% discount. The prerequisite for a person to be entitled in the Program is to have a salary based employment relation with the Company or its affiliated entities.
The Stock Options Fair value calculation was based upon the widely accepted Black-Scholes method. The above method takes into consideration the following variables :
Exercise Price, Current Price at the Grant Date, Grant Date, Maturity Date(s), Stock Volatility, Dividend Yield, Risk Free Rate.
On August 26, 2008 the Board of Directors granted 223.843 Options, being the first out of the 3 forseen, Options granting tranches. The aforementioned tranche matures in 3 years following the below dates :
| Maturity Date | No of Options |
|---|---|
| 31.12.2008 | 55.961 |
| 31.12.2009 | 55.961 |
| 31.12.2010 | 111.921 |
Fair Value per Option Right and Maturity Date is defined as below :
| Maturity Date | Fair Value € |
|---|---|
| 31.12.2008 | 0.021 |
| 31.12.2009 | 0.336 |
| 31.12.2010 | 0.690 |
The variables upon which the Fair Value calculation has been performed are as below :
| Variable | Value |
|---|---|
| Exercise Price | € 16.48 |
| Current Price at the Grant Date | € 13.80 |
| Grant Date | 26.08.2008 |
| Maturity Period (Months) | 4.17, 16.17, 28.17 |
| Volatility | 16% |
| Dividend Yield | 2% |
| Risk Free Rate | 4.48% |
Consequently at the 3rd quarter of 2008 an amount of € 16 th. has been booked under Operating Expenses.
In 2008 for both Holdings and Affiliates a Pension Plan Program is active aiming at establishing tenure between the Group and its employees.
The nominal Income Tax rates at the countries where the Group operates range between 10% to 25%.
Greek tax legislation and the relevant regulations are subject to interpretations by the tax authorities. The tax returns are filed on an annual basis but the profits or losses declared, remain provisional up until the time when the company's tax returns, as well as the books and records are examined by the tax authorities. Tax losses, to the extent they are recognized by the tax authorities may be used to set-off profits of the following five years.
The parent company and its subsidiaries have not been audited by the tax authorities for the following years:
| Years | |
|---|---|
| FOURLIS HOLDINGS S.A | 2005-2007 |
| FOURLIS TRADE Α.Ε.Β.Ε. | 2007 |
| INTERSPORT ATHLETICS AE | 2006-2007 |
| EUROELECTRONICS S.A | 2006-2007 |
| SERVICE ONE Α.Ε. | 2001-2007 |
| PRIME TELECOM AE | 2000-2007 |
| GENCO TRADE S.R.L. | 2007 |
| GENCO BULGARIA L.T.D. | - |
| TRADE LOGISTICS A.E.B.E | 2006-2007 |
| HOUSEMARKET Α.Ε. | 2007 |
| H.M HOUSEMARKET (CYPRUS) LTD | - |
| HOUSEMARKET BULGARIA EAD | - |
| ΡΕΝΤΗΣ Α.Ε |
- |
| INTERSPORT ATHLETICS (CYPRUS) LTD | - |
| SPEEDEX ΑΕ | 2005-2007 |
During the Jan-Sep 2008, the tax audit of subsidiaries has been concluded resulting to an additional tax amount of € 1.294 th, out of which € 140 th influenced the period's operating results.
For the remaining amount a provision has been booked, which influenced the previous periods profits.
At the current period an entry of € 509 th. has been booked in order to provide for the non audited fiscal periods for both the Group and Company.
The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares outstanding during the period / year. The weighted average number of shares as of Sepetember 30, 2008 and Sepetember 30, 2007 is 50.952.920 shares.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 30/9/2008 | 30/9/2007 | 30/9/2008 | 30/9/2007 | |
| Profits after Taxes (in million EUR) | 33.979 | 33.354 | 20.189 | 22.797 |
| Weighted average number of shares | 50.952.920 | 50.952.920 | 50.952.920 | 50.952.920 |
| Profits per share (in EUR) | 0,6669 | 0,6546 | 0,3962 | 0,4474 |
The parent company provides advise and services in the areas of General Administration and Treasury Management to its subsidiaries. The analysis of the related party receivables and payables as at Sepetember 30, 2008 and December 31, 2007 is as below:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| Receivable from : | 30/09/2008 | 31/12/2007 | 30/09/2008 | 31/12/2007 |
| FOURLIS TRADE AEBE | - | - | 50 | 7 |
| EUROELECTRONICS S.A | - | - | 11 | 10 |
| PRIME TELECOM AE | - | - | 3 | - |
| HOUSEMARKET AE | - | - | 32 | 30 |
| INTERSPORT AE | - | - | 27 | 12 |
| - | 1 | 223 | 67 |
|---|---|---|---|
| - | 1 | - | - |
| - | - | 99 | - |
| - | - | 1 | - |
| - | - | - | 8 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| Payable to : | 30/09/2008 | 31/12/2007 | 30/09/2008 | 31/12/2007 |
| EUROELECTRONICS S.A | - | - | - | 1 |
| PRIME TELECOM | - | - | 1 | - |
| SPEEDEX AE | 43 | 37 | - | - |
| Total | 43 | 37 | 1 | 1 |
Related parties transactions for the periods September 30, 2008 and September 30, 2007 can be analysed as below:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| Income : | Jan-Sep 2008 | Jan-Sep 2007 | Jan-Sep 2008 | Jan-Sep 2007 |
| Other operating income | - | - | 791 | 453 |
| Revenues | 3 | 4 | - | - |
| Total | 3 | 4 | 791 | 453 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| Expenses | Jan-Sep 2008 | Jan-Sep 2007 | Jan-Sep 2008 | Jan-Sep 2007 |
| Administrative Expenses | 23 | 16 | 4 | 5 |
| Operating & Distribution Expenses | 131 | 75 | - | - |
| Other Expenses | 15 | - | - | - |
| Total | 169 | 91 | 4 | 5 |
Board of Directors Fees and Top Management remuneration for the period 01.01.-30.09.2008:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 30/09/2008 | 30/09/2007 | 30/09/2008 | 30/09/2007 | |
| Board of Directors | 969 | 842 | 36 | 24 |
| Top Management remuneration | 554 | 560 | 554 | 298 |
| Total | 1.523 | 1.402 | 590 | 332 |
There are no demands from or obligations towards Fourlis Group or Fourlis Holings S.A from BoD members and Managers.
Transactions between related parties are performed in accordance with the general commercial practices.
During the period of Jan – Sep of 2008 the following intercompany transactions (Parent company – Subsidiaries) took place:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| Jan-Sep 2008 | Jan-Sep 2007 | Jan-Sep 2008 | Jan-Sep 2007 | |
| Revenue | 15.267 | 5.249 | - | - |
| Cost of sales | 10.832 | 3.610 | - | - |
| Other Income | 1.935 | 1.450 | 791 | 453 |
| Administrative expenses | 4.414 | 1.184 | 4 | 3 |
| Operating and Distribution expenses | 1.754 | 1.899 | - | - |
| Dividends | 11.444 | 15.526 | 11.000 | 15.526 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 30/09/2008 | 31/12/2007 | 30/09/2008 | 31/12/2007 | |
| Trade receivables | 9.703 | 3.368 | 137 | 67 |
| Inventory | 329 | 127 | - | - |
| Creditors | 9.703 | 3.368 | 1 | 1 |
| Reversal of Share Capital Receivable |
3.750 | - | - | - |
| Reversal of Share Capital Payable | 3.750 | - | - | - |
The major changes reported on the Consolidated Statements Balance Sheet & Income Statement for the period ended September 30, 2008 can be summarize as below :
Following the agreement signed on July 2008 for the sale of the acquired, in accordance with article 44, Law 1892/1990, Radio Korasidis S.A and ELEPHANT S.A shares the consequent result will be booked in the financial statements of Dec 31, 2008.
On November 2008, an announcement was made related to the Share Purchased Agreement for the remaining 10% of the Group's share in DSGI SOUTH-EAST EUROPE A.E.Β.Ε. (P. Kotsovolos Α.Ε.Β.Ε) to a Dixon's Group subsidiary.
The consideration for the sale of € 28.076 th. will be paid in cash. The profit from the above sale for the fiscal year of 2008 is at € 23.390 th. out of which € 12.197 th. was booked as a provision within Q3 2008. The aforementioned provision was based upon the minimum guaranteed price of the exercise option. The remaining amount, between the consideration and the provision will be reported in Q4 2008.
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