Quarterly Report • Sep 23, 2015
Quarterly Report
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Commercial Refrigerators Commercial 15, A. Metaxa Street GR-145 64 Kifissia 145 Athens - Hellas
It is confirmed that the present Financial Statements are compiled according to the Law 3556/2007 and the decision 4/507/28.04.2009 of the Hellenic Capital Market Commission and are the ones approved by the Board of Directors of "Frigoglass S.A.I.C." on the 30th of July 2009.
The present Financial Statements of the period are available on the company's website www.frigoglass.com , where they will remain at the disposal of the investing public for at least 5 years from the date of its publication.
Τhe present Interim Financial Statements from pages 1 to 10 and 12 to 44 are approved by the Board of Directors of "Frigoglass S.A.I.C." on the 30th of July 2009.
The Chairman of the Board The Managing Director
The Group Chief Financial Officer The Head of Finance
Panagiotis Tabourlos Vassilios Stergiou
Haralambos David Petros Diamantides
According to the Law 3556/2007, we state and we assert that from what we know of:
Kifissia, July 30, 2009
| The Chairman of the Board | The Managing Director | The Vice Chairman |
|---|---|---|
| Haralambos David | Petros Diamantides | Ioannis Androutsopoulos |
(Translation from the original in Hellenic)
Dear Shareholders,
According to the law 3556/2007 and the executive decisions of the Hellenic Capital Market Commission, we submit for the First Half of 2009 (1st January – 30th June 2009) the present semi-annual report of the board of Directors referring to the consolidated and parent company financial data.
This global economic downturn is acknowledged as one of the most severe in decades. The rapid, and deep, deterioration in underlying economic fundamentals from the end of last year through the first half of 2009 inevitably eroded consumer confidence, impacting our end-user customers, primarily the beverage companies.
Consequently, cash conservation by corporates led to reviews of discretionary spending and the deferral of capital expenditure plans. In particular Frigoglass' most significant regions - Eastern and Western Europe - where investment had been high in preceding years, were hit hardest.
Whilst Frigoglass responded early in adjusting its cost base to the prevailing economic environment, the speed of the capex cuts by customers inevitably led to initial effects of reverse operating leverage through the Profit & Loss.
However, trends began to improve sequentially through the second quarter. In addition to improved sales momentum, inventories built last year are beginning to reduce, and our improved working capital practices together with our efficiency initiatives are expected to continue gaining traction through the year. Together with our stricter view of capital allocation, we continue to be confident that we will achieve positive operating free cash flow for the year, whilst reducing net debt from the halfyear levels.
The global beverage sector continues to exhibit positive long-term fundamentals, with Ice-Cold merchandising solutions proven to provide competitive advantage to our customers. Therefore, we believe that our continued investment in our product range - such as the recently unveiled EcoCool range - together with our unrivalled infrastructure, innovativeness and service culture will help to maintain and grow our global market leadership.
There are no other important events during First half of 2009 which are likely to affect the financial statements or the operations of the Group and the Parent company.
Frigoglass Consolidated Sales contracted 47.8% in the first half of 2009, to €176.7 million, reflecting an improvement in trends relative to the first quarter of the year. The first half performance was driven by a 54.1% decline in Cool Operations, where Sales in the period attained €140.2 million, accounting for 79% of total Sales.
Western and Eastern Europe declined 52.2% and 76.8% respectively in the first half, mainly owing to significant reductions in Russia, Ukraine, Poland and Germany. Asia/Oceania achieved growth of 32.8% in the period, highlighting the appropriateness of our strategy to diversify our geographic footprint. Africa/Middle East declined 22.5% primarily owing to reductions in Morocco and Nigeria, though we expect the trend in this region to improve during the second half of the year.
Sales to Coca-Cola Hellenic decreased 76.3% in the first six months and now account for 17.4% of Cool Operations Sales compared to 33.7% in the respective period last year. Sales to Coca-Cola bottlers other than Coca-Cola Hellenic increased 6.3% in the period, and now represent 44.6% of Cool Operations Sales compared to 19.3% in the respective period last year. Sales to the brewery segment declined 62.6% in the first half, and contributed 25.5% to Cool Operations Sales versus 31.3% in the respective period last year.
Nigeria Operations continues to demonstrate strong momentum, with Sales in the first half increasing terms 19.6% in Euro terms (29.6% in Naira) to €35.7 million, contributing 20% to total Sales versus 9% in the same period last year. Growth was driven primarily by Glass, where Sales in the first half increased 20.9% in Euro terms to €26.2 million. Net Profit growth in Nigeria Operations equated to 47.4% in Euro terms, to €4.3 million.
Sales at Plastics Operations decreased 72.8% to €1.2 million in the first half, reflecting soft trading conditions.
At a Consolidated level, Operating Profit (EBIT) was 73.8% lower in the first half relative to the same period last year, at €17.8 million, reflecting the reduction in volumes and reverse operating leverage. Excluding a €1.65 million positive effect from the reduction in a provision taken in 2008 relating to the sale of asset in Norway and the write-down of machinery in Poland and Scandinavian Appliances in Norway, Operating Profit declined 76.2% to €16.1 million.
Net Profit declined 85.3% to €6.3 million in the first half, as lower exchange rate losses and a reduction in the effective tax rate were offset by higher minorities.
Net cash flow after operational and investing activities improved significantly versus the comparable prior year period, with a positive swing of €29.7 million, due to a strong focus on cash conservation, primarily through the reduction of inventories and capex, during the financial period. Compared to an outflow of €37.5 million in the comparable prior year period (including the acquisition of SFA in Turkey of €14.9 million), Frigoglass recorded a reduced outflow of €7.9 million in the first six months of 2009.
| Operational Review by Key Operations | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues (€ 000's) | EBITDA (€ 000's) | ||||||||
| First Half 2009 | H1 2009 H1 2008 % Change % of Total | H1 2009 | H1 2008 | % Change | |||||
| Cool Operations | 140,239 305,376 | -54.1% | 79% | 17,172 | 67,179 | -74.4% | |||
| Nigeria | 35,651 | 29,800 | 19.6% | 20% | 12,993 | 11,287 | 15.1% | ||
| Plastics | 1,153 | 4,241 | -72.8% | 1% | 69 | 1,081 | -93.7% | ||
| Interdivision eliminations | -306 | -1,052 | |||||||
| Frigoglass Total | 176,737 338,365 | -47.8% | 30,234 | 79,547 | -62.0% |
| First Half 2009 | H1 2009 | H1 2008 | Change |
|---|---|---|---|
| (€ 000's) | (€ 000's) | % | |
| Revenues | 176,737 | 338,365 | -47.8% |
| Gross profit | 39,318 | 92,539 | -57.5% |
| EBITDA | 30,234 | 79,547 | -62.0% |
| Operating profit | 17,769 | 67,837 | -73.8% |
| EBT | 11,214 | 60,772 | -81.5% |
| Net profit | 6,250 | 42,563 | -85.3% |
The first half of 2009 recorded a 47.8% decline in net sales to €176.7 million, as a direct consequence of the deteriorating macroeconomic conditions in our key European regions, though this represents a sequential improvement in the second quarter relative to the first quarter. Cool sales fell 54.1% in the period, partially offset by the continued strong performance of Nigeria Operations which achieved sales growth of 19.6% to €35.7 million, led by Glass.
Gross profit declined 57.5% to €39.3 million due to the initial impact of reverse operating leverage, as the 44.1% reduction in cost of goods sold almost matched the top-line contraction. This led to the group cost of goods sold margin increasing from 72.7% in the comparable prior year period to 77.8%. On an underlying cash basis however the increase in the cost of goods sold margin was significantly lower.
The immediate effects of Frigoglass' efficiency initiatives were evidenced with a 22.0% reduction in operating expenses achieved in the first half of 2009. Thus, for the first half 2009, operating profit declined 73.8% to €17.8 million. Research & Development expense however remained broadly stable compared to comparable prior year, demonstrating our continued commitment to investing in future growth with the notable launch of the world's first complete Ecocool range of environmentally friendly ICMs. First half operating profit includes a €1.65 million gain from the sale of asset in Norway and the reduction in the provision taken in 2008 relating to the writedown of machinery in Poland and Norway.
Net Profit during the first half declined 85.3% to €6.3 million, with an effective tax rate of 24.5%, for the period. Financial expenses were slightly down compared to the first half 2008, reaching €5.4 million, with exchange rate losses also lower at €1.2 million.
Net cash flow after operational and investing activities improved versus the comparable prior year period, with a positive swing of €29.7 million. This was due to the strong focus on working capital and strict capital allocation, demonstrating our ability to conserve cash in the current environment. In addition capital expenditure and investment fell from €27.3 million (including the acquisition of SFA) to €6.7 million.
Total equity decreased from €220.8 million to €122.2 million comparing period end 30th June 2008 with period end 30th June 2009. This was a result of the capital return and the payment of interim dividend of €60.3 million in addition to the 2007 dividend (€15.3 million), during the course of the second half of 2008. Furthermore, there was a negative effect from the devaluation of currencies (Russian Rouble, Polish Zloty, Romania Lei, Nigerian Naira and S. African Rand) on assets.
Net debt at the end of the first half of 2009 amounted to €199.2 million, down from €218.5 million at the end of the first quarter 2009, and in line with our communication at that time, with net gearing standing at 163%. We are confident that net debt will continue to reduce over the balance of this year. The Net working capital to Net sales ratio materially improved from the first quarter 2009 mainly due to the reduction of inventory levels.
As a direct result of a more disciplined capital allocation process, Frigoglass incurred capital expenditure of €6.7 million during the first half of the year, significantly down from the €27.3 million incurred during the comparable prior year period. Nigeria Operations accounted for €3.4 million, and Cool Operations for €3.1 million, mostly directed towards machinery and equipment.
The Company's Net Sales decreased 53% y-o-y to € 31.5m.
Gross Profit decreased 84% to €2m compared to previous year.
Loss Before Interest Tax & Depreciation reached € 1.5m, compared to € 12m earnings the previous year.
Loss after Tax reached € 4.7m compared to previous year earnings of € 6.4m.
Raw material costs headwinds as copper, steel, aluminium and PVC are our main raw materials and therefore we have adopted policies to mitigate this risk.
We negotiate volume, not just price.
We keep strategic inventory reserves at the supplier, at our plants, and in finished goods, to guarantee availability.
We set up contracts with suppliers that are long enough to satisfy production plans but short enough to permit adjustment if prices start to decline.
Due to possible demand slowdown for ICM's arising from global economic uncertainties we expand business into new markets and attract new customers in existing markets.
The Group/Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Nigerian naira, South African rand, Indian rupee, Norwegian Krone, Swedish Krona, Russian rubble and the Chinese Yuan.
Entities in the Group use natural hedging, transacted with the Group Treasury, to hedge their exposure to foreign currency risk in connection with the presentation currency.
The prudent management of liquidity is achieved through the appropriate combination of cash and cash equivalents and approved bank credit.
The Group manages the risks which may arise due to insufficient liquidity by procuring that guaranteed bank credit is always available for use. The existing available and unused approved bank credit extended to the Group is sufficient to face any potential cash flow shortage.
Significant customer dependence on CCH. A percentage of 17.4% of First half 2009 ICM sales are coming from CCH. Efforts during the past year have reduced our dependency. There is a continuous ongoing effort to broaden our client base.
• Penetration of organized crime in the global economy increases significantly over a 10-year period, weakening state authority, worsening the investment climate and slowing growth.
• Multiple developed economies take steps (tariffs, WTO disputes) which retard existing trade and further undermine talks on increased global integration.
• Multiple significant emerging economies advance policies that harm foreign direct investment and slow the engine of global growth.
Extreme weather events linked to climate change and other natural disasters (i.e. earthquakes) will impact businesses and society at large.
We are adopting full business continuity plans to protect against business interruption arising from natural disasters.
Since the end of last year we have continued to witness the most challenging macro economic conditions seen in decades. During these market realities Frigoglass remained profitable in the first half and significantly improved cash flow, bearing testament to our internal financial discipline and the strength of our local market execution.
Whilst conditions remained difficult in the second quarter, we were pleased with the sequential improvement in sales, profits and cash flow compared to the first quarter. Moving into the second half we expect our working capital and cost initiatives to become more evident, with a consequent continued improvement in our capital structure. We expect Cool to continue to experience subdued conditions in Europe, partially offset by continued strong momentum in Asia, and improving performance from Africa, whilst our Nigeria Operations will maintain its strong results.
Longer term, we remain confident in our business model, given the positive long-term fundamentals of the beverage sector and the proven effectiveness of Ice-Cold merchandising solutions, a segment within which we maintain strong global leadership. Additionally, our continued investment in R&D, with the particular focus on the environment, and our improved cost structure will enable us to capitalise more quickly on growth opportunities as the economy recovers.
In July 2009, the Group proceeded with an increase in its subsidiary SFA Sogutma Ticaret A.S. (Turkey) share capital increasing its share holding from 86% to 98,923% currently.
No other significant events have occurred from the end of the fiscal period under consideration to the date of this report, that have any affect on the reported fiscal period.
No significant losses are present at the time of our report's submission, nor are any expected to occur in the future as a result of possible events.
Sales of Goods 41.836 CCH Group
The most important transactions of the Company with parties related to it, in the sense used in International Accounting Standard 24, are the transactions carried out with its subsidiaries (enterprises related to it in the sense used in article 42e of Codified Law 2190/1920), which are listed in the following table: in € 000's 30/06/2009
From 01/01 'till
| Receivables | 17.135 CCH Group | ||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Sales of Goods |
Sales of Services |
Purchases of Goods |
Dividends Income |
Receivables | Payables | Management Fees Income |
| Frigoglass Romania SRL | 1.426 | 75 | 11.368 | 4.175 | 7.929 | 2.550 | |
| Frigorex Indonesia PT | 173 | 5.423 | 4.582 | 1.684 | 895 | ||
| Frigoglass South Africa Ltd | 474 | 45 | 3 | 6.828 | 11 | 508 | |
| Frigoglass Eurasia LLC | 96 | 22 | 5 | 9.066 | 7 | 2.042 | |
| Frigoglass (Guangzhou) Ice Cold Equipment | |||||||
| Co. ,Ltd. | 3 | 229 | 77 | 82 | |||
| Scandinavian Appliances A.S | 4 | 2 | |||||
| Frigoglass Ltd. | 84 | 16 | 78 | ||||
| Frigoglass Iberica SL | 128 | 6 | |||||
| Frigoglass Sp zo.o | 74 | 22 | 136 | 88 | |||
| Frigoglass India PVT.Ltd. | 14 | 24 | 167 | 44 | 1 | ||
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. Frigorex East Africa Ltd. Frigoglass GmbH Frigoglass Nordic Beta Glass Plc. Frigoglass Industries (Nig.) Ltd |
41 10 151 701 |
27 | 772 | 82 1.180 24 263 17 1.557 |
794 448 6 |
225 | |
| 3P Frigoglass Romania SRL Frigorex Cyprus Limited Letel Holding Limited |
6 | 23 | 6 | 25 | |||
| 3.247 | 193 | 17.995 | 0 | 28.202 | 11.142 | 6.245 | |
| CCH Group | 11.610 | 4.345 | 0 | ||||
| Total | 14.857 | 193 | 17.995 | 0 | 32.547 | 11.142 | 6.245 |
| Parent | |||
|---|---|---|---|
| Consolidated | Company | ||
| 30/6/2009 | |||
| Fees of member of Board of Directors | 69 | 69 | |
| Management compensation | 1.531 | 1.531 | |
| Receivables from management & BoD members | - | - | |
| Payables to management & BoD members | - | - |
Yours Faithfully,
We have reviewed the accompanying company and consolidated condensed balance sheet of Frigoglass S.A. (the "Company") and its subsidiaries (the "Group") as of 30 June 2009, the related company and consolidated condensed statements of comprehensive income, changes in equity and cash flows for the six-month period then ended and the selected explanatory notes, which comprise the interim financial information and that form an integral part of the six-month financial report as required by article 5 of L.3556/2007. The Company's 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 (International Accounting Standard "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". 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 International Standards on Auditing 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.
In addition to the interim financial information referred to above, we reviewed the remaining information included in the six-month financial report as required by article 5 of L.3556/2007 as well as the information required by the relevant Decisions of the Capital Markets Committee as set-out in the Law. Based on our review we concluded that the above referred financial report includes the data and information that is required by the Law and the Decisions referred to above and is consistent with the accompanying financial information.
PricewaterhouseCoopers S.A. THE CERTIFIED AUDITOR 268 Kifissias Avenue 152 32 Halandri SOEL Reg. No. 113 Constantinos Michalatos
Athens, 31 July 2009
SOEL Reg. No. 17701
| Balance Sheet | Consolidated | Parent Company | |||
|---|---|---|---|---|---|
| in € 000's | |||||
| No te |
30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Assets: | |||||
| Property, Plant & Equipment | 6 | 157.569 | 171.117 | 9.265 | 9.799 |
| Intangible assets | 7 | 32.400 | 32.573 | 4.323 | 4.189 |
| Investments in subsidiaries | 14 | 0 | 0 | 77.458 | 73.531 |
| Deferred income tax assets | 8.248 | 6.297 | 2.078 | 1.017 | |
| Other long term assets | 684 | 1.615 | 258 | 1.085 | |
| Total non current assets | 198.901 | 211.602 | 93.382 | 89.621 | |
| Inventories | 8 | 102.413 | 120.262 | 5.532 | 9.744 |
| Trade debtors | 9 | 101.792 | 67.491 | 18.918 | 10.605 |
| Other debtors | 10 | 19.092 | 23.459 | 1.058 | 1.033 |
| Income tax advances | 10.724 | 27.588 | 8.699 | 22.936 | |
| Intergroup receivables | 20 | 0 | 0 | 28.202 | 23.669 |
| Cash & Cash Equivalents | 11 | 50.751 | 47.862 | 13.514 | 25.446 |
| Derivative Financial Instruments | 29 | 168 | 0 | 168 | 0 |
| Total current assets | 284.940 | 286.662 | 76.091 | 93.433 | |
| Total Assets | 483.841 | 498.264 | 169.473 | 183.054 | |
| Liabilities: | |||||
| Long term borrowings | 13 | 155.179 | 51.262 | 80.000 | 50.000 |
| Deferred Income tax liabilities | 10.641 | 10.583 | 0 | 0 | |
| Retirement benefit obligations | 13.914 | 15.786 | 7.597 | 8.047 | |
| Provisions for other liabilities & charges | 7.080 | 5.757 | 174 | 297 | |
| Deferred income from government grants | 279 | 290 | 138 | 147 | |
| Total non current liabilities | 187.093 | 83.678 | 87.909 | 58.491 | |
| Trade creditors | 42.435 | 39.038 | 4.836 | 7.369 | |
| Other creditors | 12 | 27.135 | 42.513 | 5.821 | 14.462 |
| Current income tax liabilities | 7.983 | 25.496 | 1.815 | 17.668 | |
| Intergroup payables | 20 | 0 | 0 | 11.142 | 3.669 |
| Short term borrowings | 13 | 94.798 | 176.307 | 7.771 | 22.951 |
| Derivative Financial Instruments | 29 | 2.219 | 0 | 2.219 | 0 |
| Total current liabilities | 174.570 | 283.354 | 33.604 | 66.119 | |
| Total Liabilities | 361.663 | 367.032 | 121.513 | 124.610 | |
| Equity: | |||||
| Share capital | 15 | 3.156 | 8.912 | 3.156 | 8.912 |
| Share premium | 15 | 3.009 | 3.009 | 3.009 | 3.009 |
| Other reserves | 16 | 9.332 | 17.257 | 24.660 | 24.072 |
| Retained earnings / |
84.636 | 78.771 | 17.135 | 22.451 | |
| Total Shareholders Equity | 100.133 | 107.949 | 47.960 | 58.444 | |
| Minority Interest | 22.045 | 23.283 | 0 | 0 | |
| Total Equity | 122.178 | 131.232 | 47.960 | 58.444 | |
| Total Liabilities & Equity | 483.841 | 498.264 | 169.473 | 183.054 |
| Income Statement | Consolidated | Parent Company | ||||
|---|---|---|---|---|---|---|
| in € 000's | ||||||
| From 01/01 'till | From 01/01 'till | |||||
| No te |
30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | ||
| Sales | 5 | 176.737 | 338.365 | 31.523 | 66.925 | |
| Cost of goods sold | -137.419 | -245.826 | -29.487 | -54.208 | ||
| Gross profit | 39.318 | 92.539 | 2.036 | 12.717 | ||
| Administration expenses | -11.148 | -13.753 | -6.927 | -8.956 | ||
| Selling, Distribution & Marketing expenses | -10.782 | -14.816 | -3.462 | -4.701 | ||
| Research & Development expenses | -1.648 | -1.667 | -973 | -954 | ||
| Other operating income | 20 | 647 | 3.229 | 6.267 | 12.148 | |
| Other |
1.655 | 2.308 | 54 | 0 | ||
| 28 | -273 | -3 | 0 | 0 | ||
| Operating Profit / |
17.769 | 67.837 | -3.005 | 10.254 | ||
| Dividend income | 20 | 0 | 0 | 0 | 0 | |
| Finance |
17 | -6.555 | -7.064 | -2.758 | -919 | |
| Profit / |
11.214 | 60.773 | -5.763 | 9.335 | ||
| Taxation | 18 | -2.748 | -16.381 | 1.035 | -2.903 | |
| Profit / |
8.466 | 44.392 | -4.728 | 6.432 | ||
| Attributable to: | ||||||
| Minority interest | 2.216 | 1.829 | 0 | 0 | ||
| Shareholders of the Company | 6.250 | 42.563 | -4.728 | 6.432 | ||
| Basic Earnings / |
21 | 0,1612 | 1,0596 | -0,1219 | 0,1601 | |
| Diluted Earnings / |
21 | 0,1610 | 1,0577 | -0,1218 | 0,1598 | |
| Depreciation | 12.192 | 11.707 | 1.498 | 1.828 | ||
| Earnings / and amortization and invested results |
30.234 | 79.547 | -1.507 | 12.082 |
Note:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in € 000's | ||||
| From 01 / 04 'till | From 01 / 04 'till | |||
| 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Sales | 105.074 | 176.024 | 15.849 | 32.818 |
| Cost of goods sold | -80.039 | -129.178 | -15.291 | -26.971 |
| Gross profit | 25.035 | 46.846 | 558 | 5.847 |
| Administration expenses | -5.989 | -6.899 | -3.536 | -4.318 |
| Selling, Distribution & Marketing expenses | -5.403 | -6.821 | -1.590 | -1.993 |
| Research & Development expenses | -825 | -910 | -481 | -438 |
| Other operating income | -149 | 629 | 3.864 | 6.311 |
| Other |
-12 | 2.271 | 42 | 0 |
| -273 | 0 | 0 | 0 | |
| Operating Profit / |
12.384 | 35.116 | -1.143 | 5.409 |
| Dividend income | 0 | 0 | 0 | 0 |
| Finance costs | -3.531 | -3.382 | -514 | -817 |
| Profit / |
8.853 | 31.734 | -1.657 | 4.592 |
| Income tax expense | -2.179 | -8.547 | -99 | -1.432 |
| Profit / |
6.674 | 23.187 | -1.756 | 3.160 |
| Attributable to: | ||||
| Minority interest | 1.042 | 1.413 | 0 | 0 |
| Shareholders of the Company | 5.632 | 21.774 | -1.756 | 3.160 |
| Basic Earnings / |
0,1466 | 0,5421 | -0,0457 | 0,0787 |
| Diluted Earnings / |
0,1464 | 0,5411 | -0,0456 | 0,0785 |
| Depreciation | 6.287 | 5.905 | 723 | 904 |
| Earnings / amortization and invested results |
18.944 | 41.021 | -420 | 6.313 |
| Consolidated | ||
|---|---|---|
| From 01/01 'till | 30/06/2009 | 30/06/2008 |
| Profit / |
8.466 | 44.392 |
| Foreign Currency translation | -11.671 | -6.706 |
| Gains / |
||
| Other comprehensive income / |
0 | 0 |
| Cash Flow Hedging: | ||
| - Net changes in Fair Value, net of tax | -93 | 0 |
| - Transfer to Net Profit, net of tax | ||
| Income tax relating to components of other comprehensive income | 0 | 0 |
| Other comprehensive income / |
-11.764 | -6.706 |
| Total comprehensive income / |
-3.298 | 37.686 |
| Attributable to: | ||
| Minority interest | -1.238 | 799 |
| Shareholders of the Company | -2.060 | 36.887 |
| -3.298 | 37.686 |
| Parent Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| From 01/01 'till | 30/06/2009 | 30/06/2008 | |||||||
| Profit / |
-4.728 | 6.432 | |||||||
| Other comprehensive income / |
0 | 0 | |||||||
| Income tax relating to components of other comprehensive income | 0 | 0 | |||||||
| Other comprehensive income / |
0 | 0 | |||||||
| Total comprehensive income / |
-4.728 | 6.432 | |||||||
| Attributable to: | |||||||||
| Minority interest | 0 | 0 | |||||||
| Shareholders of the Company | -4.728 | 6.432 | |||||||
| -4.728 | 6.432 |
| Share capital | Share premium |
Other reserves |
Retained earnings / |
Total Shareholders Equity |
Minority Interest |
Total | |
|---|---|---|---|---|---|---|---|
| Balance 01/01/2008 | 40.135 | 9.680 | 21.151 | 106.071 | 177.037 | 22.478 | 199.515 |
| Total Comprehensive Income / | |||||||
| 0 | 0 | -7.582 | 44.469 | 36.887 | 799 | 37.686 | |
| Dividends to Company's shareholders | |||||||
| (note 15) | 0 | 0 | 0 | -15.276 | -15.276 | 0 | -15.276 |
| Dividends to minority | 0 | 0 | 0 | 0 | 0 | -119 | -119 |
| Shares issued to employees exercising | |||||||
| stock options | 66 | 1.369 | -1.369 | 0 | 66 | 0 | 66 |
| Stock option reserve | 0 | 0 | 246 | 0 | 246 | 0 | 246 |
| Transfer from / to reserves | 0 | 0 | 1.953 | -1.953 | 0 | 0 | 0 |
| Minority interests from acquisitions | 0 | 0 | 0 | 0 | 0 | -1.363 | -1.363 |
| Balance 30/06/2008 | 40.201 | 11.049 | 14.399 | 133.311 | 198.960 | 21.795 | 220.755 |
| Balance 01/07/2008 | 40.201 | 11.049 | 14.399 | 133.311 | 198.960 | 21.795 | 220.755 |
|---|---|---|---|---|---|---|---|
| Total Comprehensive Income / | |||||||
| 0 | 0 | 2.459 | -30.420 | -27.961 | 1.539 | -26.422 | |
| Dividends to Company's shareholders | |||||||
| (note 15) | 0 | 0 | 0 | -24.120 | -24.120 | 0 | -24.120 |
| Dividends to minority | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Share capital increase | 8.040 | -8.040 | 0 | 0 | 0 | 0 | 0 |
| Share capital decrease | -36.181 | 0 | 108 | 0 | -36.073 | 0 | -36.073 |
| Treasury shares Shares issued to employees exercising |
-3.148 | 0 | 0 | 0 | -3.148 | 0 | -3.148 |
| stock options | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Stock option reserve | 0 | 0 | 291 | 0 | 291 | 0 | 291 |
| Transfer from / to Reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Minority interests from acquisitions | 0 | 0 | 0 | 0 | 0 | -51 | -51 |
| Balance 31/12/2008 | 8.912 | 3.009 | 17.257 | 78.771 | 107.949 | 23.283 | 131.232 |
| Balance 01/01/2009 | 8.912 | 3.009 | 17.257 | 78.771 | 107.949 | 23.283 | 131.232 |
|---|---|---|---|---|---|---|---|
| Total Comprehensive Income / | |||||||
| 0 | 0 | -7.925 | 5.865 | -2.060 | -1.238 | -3.298 | |
| Treasury shares |
-5.756 | 0 | 0 | 0 | -5.756 | 0 | -5.756 |
| Balance 30/06/2009 | 3.156 | 3.009 | 9.332 | 84.636 | 100.133 | 22.045 | 122.178 |
| Share | Other | Retained earnings / |
|||
|---|---|---|---|---|---|
| Share capital | premium | reserves | Total | ||
| Balance 01/01/2008 | 40.135 | 9.680 | 22.843 | 22.853 | 95.511 |
| Total Comprehensive Income / | |||||
| 0 | 0 | 0 | 6.432 | 6.432 | |
| Dividends to Company's shareholders | |||||
| (note 15) | 0 | 0 | 0 | -15.276 | -15.276 |
| Shares issued to employees exercising | |||||
| stock options | 66 | 1.369 | -1.369 | 0 | 66 |
| Stock option reserve | 0 | 0 | 246 | 0 | 246 |
| Transfer from / to Reserves | 0 | 0 | 1.953 | -1.953 | 0 |
| Balance 30/06/2008 | 40.201 | 11.049 | 23.673 | 12.056 | 86.979 |
| Balance 01/07/2008 | 40.201 | 11.049 | 23.673 | 12.056 | 86.979 |
| Total Comprehensive Income / | |||||
| 0 | 0 | 0 | 34.515 | 34.515 | |
| Dividends to Company's shareholders | |||||
| (note 15) | 0 | 0 | 0 | -24.120 | -24.120 |
| Share capital increase | 8.040 | -8.040 | 0 | 0 | 0 |
| Share capital decrease | -36.181 | 0 | 108 | 0 | -36.073 |
| Treasury shares |
-3.148 | 0 | 0 | 0 | -3.148 |
| Stock option reserve | 0 | 0 | 291 | 0 | 291 |
| Balance 31/12/2008 | 8.912 | 3.009 | 24.072 | 22.451 | 58.444 |
| Balance 01/01/2009 | 8.912 | 3.009 | 24.072 | 22.451 | 58.444 |
|---|---|---|---|---|---|
| Total Comprehensive Income / | |||||
| 0 | 0 | 0 | -4.728 | -4.728 | |
| Treasury shares |
-5.756 | 0 | 0 | 0 | -5.756 |
| Transfer from / to Reserves | 0 | 0 | 588 | -588 | 0 |
| Balance 30/06/2009 | 3.156 | 3.009 | 24.660 | 17.135 | 47.960 |
in € 000's
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| No | From 01/01 to | ||||
| te | 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Cash Flow from operating activities | |||||
| Profit before tax | 11.214 | 60.773 | -5.763 | 9.335 | |
| Adjustments for: | |||||
| Depreciation | 12.192 | 11.707 | 1.498 | 1.828 | |
| Provisions | -1.468 | 2.498 | -242 | 605 | |
| -1.654 | -2.316 | 54 | 0 | ||
| Changes in Working Capital: | |||||
| Decrease / (increase) of inventories | 17.848 | 20.085 | 4.212 | 6.149 | |
| Decrease / (increase) of trade debtors | -34.300 | -108.108 | -8.313 | -19.380 | |
| Decrease / (increase) of Intergroup receivables | 20 | 0 | 0 | -4.533 | -14.430 |
| Decrease / (increase) of other receivables | 4.366 | -1.730 | 25 | 724 | |
| Decrease / (increase) of other long term receivables | 931 | 805 | 826 | 1.051 | |
| (Decrease) / increase of suppliers | 3.397 | 7.654 | -2.533 | 145 | |
| (Decrease) / increase of Intergroup payables | 20 | 0 | 0 | 7.473 | -5.256 |
| (Decrease) / increase of other liabilities (except borrowing) | -14.568 | 5.256 | -7.830 | -829 | |
| Less: | |||||
| Income tax paid | -3.698 | -11.559 | -1.135 | -1.002 | |
| (a) Net cash generated from operating activities | -5.740 | -14.935 | -16.261 | -21.060 | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 6 | -5.469 | -11.156 | -143 | -445 |
| Purchase of intangible assets | 7 | -1.241 | -1.251 | -753 | -662 |
| Investments in subsidiaries | 14 | 0 | 0 | -3.927 | -13.750 |
| Acquisition of subsidiary net of cash acquired | 0 | -14.881 | 0 | 0 | |
| Proceeds from disposal of property, plant, equipment and | |||||
| intangible assets | 4.597 | 4.699 | 88 | 0 | |
| Dividend income | 20 | 0 | 0 | 0 | 0 |
| (b) Net cash generated from investing activities | -2.113 | -22.589 | -4.735 | -14.857 | |
| Net cash generated from operating and investing activities | -7.853 | -37.524 | -20.996 | -35.917 | |
| Cash Flow from financing activities | |||||
| Increase / (decrease) of borrowing | 22.408 | 63.469 | 14.820 | 52.338 | |
| Dividends paid to Company's shareholders | 0 | -15.275 | 0 | -15.275 | |
| Dividends paid to minority interest | 0 | -119 | 0 | 0 | |
| Treasury shares |
15 | -5.756 | 0 | -5.756 | 0 |
| Proceeds from issue of shares to employees | 15 | 0 | 66 | 0 | 66 |
| (c) Net cash generated from financing activities | 16.652 | 48.141 | 9.064 | 37.129 | |
| Net increase / (decrease) in cash and cash equivalents (a) + (b) + (c) |
8.799 | 10.617 | -11.932 | 1.212 | |
| Cash and cash equivalents at the beginning of the year | 47.862 | 17.313 | 25.446 | 3.806 | |
| Effects of exchange rate changes | -5.910 | -7.300 | 0 | 0 | |
| Cash and cash equivalents at the end of the period | 50.751 | 20.630 | 13.514 | 5.018 |
These financial statements include the financial statements of the parent company FRIGOGLASS S.A.I.C. (the "Company") and the consolidated interim financial statements of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 14 of the financial statements.
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 for the six months ended 30 June 2009 has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and specifically in terms of 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 2008 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 2008.
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 2008.
The Group, in the second Quarter of 2009, entered into certain derivative contracts for the purpose of hedging activities. Derivatives associated with hedging activities are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting fair value gain or loss depends on the nature of the item being hedged. For the current reporting period the Group designated for the first time certain derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (i.e. cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged item, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within 'other gains/ (losses) – net'.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement within 'finance costs'. The gain or loss relating to the ineffective portion is recognised in the income statement within 'other gains/ (losses) – net'. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets), the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in cost of goods sold in the case of inventory or in depreciation in the case of fixed assets.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within 'other gains/ (losses) – net'.
All International Financial Reporting Standards issued by the IASB and effective at the time of preparing these financial statements have been adopted by the European Commission through the endorsement procedure established by the European Commission, with the exception of certain provisions of International Accounting Standard 39 "Financial Instruments: Recognition and Measurement" relating to portfolio hedging of core deposits.
Since the Group and the Company are not affected by the provisions regarding portfolio hedging that are not required by the EU-endorsed version of IAS 39, the accompanying financial statements comply with both IFRS as adopted by the EU and IFRS issued by the IASB.
Τhe financial statements have been prepared under the historical cost convention.
The preparation of 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. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
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:
IAS 1 has been revised to enhance the usefulness of information presented in the financial statements. The revised standard prohibits the presentation of items of income and expenses (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required to be shown in a performance statement. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has elected to present two statements. The interim financial statements have been prepared under the revised disclosure requirements.
This standard 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. This has resulted in a decrease in the number of reportable segments presented as the segment of Glass and part of the segment of Crowns and Plastics, with operations exclusively in Nigeria, were combined under the segment of Nigeria. The segment of Plastics includes the Group's operations exclusively in Romania.
This standard replaces the previous version of IAS 23. The main change is the removal of the option of immediately recognising as an expense borrowing costs that relate to assets that need a substantial period of time to get ready for use or sale. The amendment does not impact the Group as currently there are no assets under construction fulfilling the criteria of the standard.
The amendment clarifies the definition of "vesting condition" by introducing the term "nonvesting condition" for conditions other than service conditions and performance conditions. The amendment also clarifies that the same accounting treatment applies to awards that are effectively cancelled by either the entity or the counterparty. This amendment does not impact the Group's financial statements.
The amendment to IAS 32 requires certain puttable financial instruments and obligations arising on liquidation to be classified as equity if certain criteria are met. The amendment to IAS 1 requires disclosure of certain information relating to puttable instruments classified as equity. This amendment does not impact the Group's financial statements.
This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. This amendment is not applicable to the Group as it does not apply hedge accounting in terms of IAS 39.
This interpretation clarifies the treatment of entities that grant loyalty award credits such as ''points'' and ''travel miles'' to customers who buy other goods or services. This interpretation is not relevant to the Group's operations.
This interpretation addresses the diversity in accounting for real estate sales. Some entities recognise revenue in accordance with IAS 18 (i.e. when the risks and rewards in the real estate are transferred) and others recognise revenue as the real estate is developed in accordance with IAS 11. The interpretation clarifies which standard should be applied to particular. This interpretation is not relevant to the Group's operations.
This interpretation applies to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and qualifies for hedge accounting in accordance with IAS 39. The interpretation provides guidance on how an entity should determine the amounts to be reclassified from equity to profit or loss for both the hedging instrument and the hedged item. This interpretation is not relevant to the Group as the Group does not apply hedge accounting for any investment in a foreign operation.
The revised IFRS 3 introduces a number of changes in the accounting for business combinations which will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future reported results. Such changes include the expensing of acquisition-related costs and recognizing subsequent changes in fair value of contingent consideration in the profit or loss. The amended IAS 27 requires that a change in ownership interest of a subsidiary to be accounted for as an equity transaction. Furthermore the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes introduced by these standards must be applied prospectively and will affect future acquisitions and transactions with minority interests. The Group will apply these changes from their effective date.
This interpretation provides guidance on accounting for the following types of nonreciprocal distributions of assets by an entity to its owners acting in their capacity as owners: (a) distributions of non-cash assets and (b) distributions that give owners a choice of receiving either non-cash assets or a cash alternative. The Group will apply this interpretation from its effective date.
This interpretation clarifies the requirements of IFRSs for agreements in which an entity receives from a customer an item of property, plant and equipment that the entity must then use to provide the customer with an ongoing supply of goods or services. In some cases, the entity receives cash from a customer which must be used only to acquire or construct the item of property, plant and equipment. This interpretation is not relevant to the Group.
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.
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.6.1 of the annual financial statements at 31 December 2008. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (see Note7).
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.
The consolidated balance sheet and profit & loss accounts per business segments are described below:
| Profit & Loss Account Analysis | |||||||
|---|---|---|---|---|---|---|---|
| Period end: | 30/06/2009 | ||||||
| ICM | Nigeria | Plastics | Interdivision | Total | |||
| Eliminations | |||||||
| Sales | 140.240 | 35.651 | 1.153 | -307 | 176.737 | ||
| Operating Profit / |
9.397 | 8.508 | -136 | 17.769 | |||
| Finance |
-7.033 | 491 | -13 | -6.555 | |||
| Profit / |
2.364 | 9.000 | -150 | 11.214 | |||
| Taxation | -491 | -2.277 | 20 | -2.748 | |||
| Profit / |
1.873 | 6.723 | -130 | 8.466 | |||
| Profit after taxation attributable to the | |||||||
| shareholders of the company | 2.112 | 4.268 | -130 | 6.250 | |||
| Depreciation | 7.501 | 4.485 | 206 | 12.192 | |||
| EBITDA | 17.172 | 12.993 | 69 | 30.234 | |||
| Gains / |
|||||||
| Activities | -273 | -273 | |||||
| Impairment of Trade Receivables | 106 | 106 | |||||
| Impairment of Inventory | 41 | 41 | |||||
| Period end: | 30/06/2008 | ||||
|---|---|---|---|---|---|
| ICM | Nigeria | Plastics | Interdivision | Total | |
| Eliminations | |||||
| Sales | 305.376 | 21.707 | 12.334 | -1.052 | 338.365 |
| Operating Profit / |
59.678 | 4.141 | 4.018 | 67.837 | |
| Finance |
-6.164 | -885 | -15 | -7.064 | |
| Profit / |
53.513 | 6.431 | 829 | 60.773 | |
| Taxation | -14.155 | -2.080 | -146 | -16.381 | |
| Profit / expenses |
39.358 | 4.351 | 683 | 44.392 | |
| Profit after taxation attributable to the shareholders of the company |
38.985 | 2.895 | 683 | 42.563 | |
| Depreciation | 7.499 | 3.521 | 687 | 11.707 | |
| EBITDA | 67.179 | 11.287 | 1.081 | 79.547 | |
| Gains / Activities |
-3 | -3 | |||
| Impairment of Trade Receivables | 23 | 84 | 107 | ||
| Impairment of Inventory | 239 | 239 |
| Balance Sheet | |||||
|---|---|---|---|---|---|
| Period end: | 30/06/2009 | ||||
| ICM | Nigeria | Plastics | Interdivision | Total | |
| Eliminations | |||||
| Total Assets | 386.129 | 92.745 | 4.967 | 483.841 | |
| Total Liabilities | 322.477 | 39.096 | 90 | 361.663 | |
| Capital Expenditure | 3.122 | 3.437 | 151 | 6.710 | |
| Note 6 & 7 | |||||
| Period end: | 31/12/2008 | ||||
| ICM | Nigeria | Plastics | Interdivision | Total | |
| Eliminations | |||||
| Total Assets | 399.535 | 93.033 | 5.696 | 498.264 | |
| Total Liabilities | 325.539 | 41.082 | 411 | 367.032 | |
| Capital Expenditure | 20.127 | 8.714 | 690 | 29.531 | |
| Note 6 & 7 |
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.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 30/06/2009 | 30/06/2008 | |||
| Total Sales | ||||
| Europe | 77.490 | 254.439 | 16.054 | 31.220 |
| Africa / Middle East | 63.789 | 58.419 | 12.025 | 15.112 |
| Asia | 35.206 | 26.505 | 197 | 480 |
| Other Countries | 559 | 54 | ||
| Interdivision Eliminations | -307 | -1.052 | 3.247 | 20.113 |
| Total Sales | 176.737 | 338.365 | 31.523 | 66.925 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| 30/06/2009 | 30/06/2008 | |||||
| 30/06/2009 | 30/06/2008 | |
|---|---|---|
| ICM Operation: | ||
| Europe | 76.337 | 242.105 |
| Africa / Middle East | 28.138 | 36.712 |
| Asia | 35.206 | 26.505 |
| Other Countries | 559 | 54 |
| Total | 140.240 | 305.376 |
| Nigeria Operation: | ||
| Africa / Middle East | 35.651 | 21.707 |
| Total | 35.651 | 21.707 |
| Plastics Operation | ||
| Europe | 1.153 | 12.334 |
| Total | 1.153 | 12.334 |
| Interdivision Eliminations | -307 | -1.052 |
| Total Sales | 176.737 | 338.365 |
Since the end of last year we have continued to witness the most challenging macro economic conditions seen in decades. The rapid, and deep, deterioration in underlying economic fundamentals from the end of last year through the first half of 2009 inevitably eroded consumer confidence, impacting our end-user customers, primarily the beverage companies.
Consequently, cash conservation by corporates led to reviews of discretionary spending and the deferral of capital expenditure plans. In particular Frigoglass' most significant regions - Eastern and Western Europe - where investment had been high in preceding years, were hit hardest. However, trends began to improve sequentially through the second quarter.
The first half of 2009 recorded a 47.8% decline in net sales to €176.7 million, as a direct consequence of the deteriorating macroeconomic conditions in our key European regions, though this represents a sequential improvement in the second quarter relative to the first quarter. Cool sales fell 54.1% in the period, partially offset by the continued strong performance of Nigeria Operations which achieved sales growth of 19.6% to €35.7 million, led by Glass. 27
Note 6- Consolidated Property, Plant & Equipment
in € 000's
| For the period ended June 2009 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture & |
|
|---|---|---|---|---|---|---|
| Works Historic Cost |
Installation | Vehicles | Fixtures | Total | ||
| Open Balance on 01/01/2009 | 9.755 | 70.572 | 197.501 | 4.452 | 12.714 | 294.994 |
| Additions | 98 | 4.920 | 311 | 140 | 5.469 | |
| Disposals | -276 | -2.739 | -1.291 | -139 | -33 | -4.478 |
| Transfer to / from & reclassification | 1.358 | -1.365 | 7 | |||
| Exchange Differences | -155 | -1.753 | -10.693 | -301 | -266 | -13.168 |
| Closing Balance on 30/06/2009 | 9.324 | 67.536 | 189.072 | 4.330 | 12.555 | 282.817 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2009 | 38 | 15.927 | 95.950 | 2.773 | 9.189 | 123.877 |
| Additions | 8 | 1.383 | 7.984 | 270 | 554 | 10.199 |
| Disposals | -741 | -643 | -118 | -33 | -1.535 | |
| Exchange Differences | -2 | -417 | -6.450 | -190 | -234 | -7.293 |
| Closing Balance on 30/06/2009 | 44 | 16.152 | 96.841 | 2.735 | 9.476 | 125.248 |
Net Book Value on 30/06/2009 9.280 51.384 92.231 1.595 3.079 157.569
| For the period ended June 2008 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture & |
|
|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixtures | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2008 | 5.549 | 62.526 | 166.984 | 3.919 | 10.469 | 249.447 |
| Additions | 916 | 9.377 | 308 | 555 | 11.156 | |
| Arising on acquisitions (Note 23) | 3.368 | 8.851 | 30.952 | 290 | 1.715 | 45.176 |
| Disposals | -199 | -9.391 | -381 | -60 | -10.031 | |
| Transfer to / from & reclassification | 343 | -374 | 31 | |||
| Impairment charge | ||||||
| Exchange Differences | -341 | -884 | -10.558 | -156 | -436 | -12.375 |
| Closing Balance on 30/06/2008 | 8.576 | 71.553 | 186.990 | 4.011 | 12.243 | 283.373 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2008 | 20 | 12.709 | 76.293 | 2.527 | 7.528 | 99.077 |
| Additions | 1.382 | 7.757 | 228 | 683 | 10.050 | |
| Arising on acquisitions (Note 23) | 501 | 14.276 | 265 | 990 | 16.032 | |
| Disposals | -116 | -7.203 | -289 | -40 | -7.648 | |
| Impairment charge | ||||||
| Exchange Differences | -207 | -6.190 | -80 | -458 | -6.935 | |
| Closing Balance on 30/06/2008 | 20 | 14.269 | 84.933 | 2.651 | 8.703 | 110.576 |
Net Book Value on 30/06/2008 8.556 57.284 102.057 1.360 3.540 172.797
The total value of pledged group assets as at 30/06/2008 was € 16.1 m and at 30/06/2009 was € 7.4 m.
| Note 7- | Consolidated | Intangible assets | |||||
|---|---|---|---|---|---|---|---|
| in € 000's | |||||||
| For the period ended | Patterns & | Software & | |||||
| June 2009 | Goodwill | Development | Trade | Other Intangible | |||
| Costs | Marks | Assets | Total | ||||
| Historic Cost | |||||||
| Open Balance on 01/01/2009 | 16.427 | 14.767 | 9.728 | 10.327 | 51.249 | ||
| Additions | 1.013 | 228 | 1.241 | ||||
| Disposals | |||||||
| Transfer to /from and reclassification | |||||||
| Impairment charge | -6 | -6 | |||||
| Exchange Differences | 80 | -20 | -34 | 26 | |||
| Closing Balance on 30/06/2009 | 16.427 | 15.860 | 9.708 | 10.515 | 52.510 |
| Accumulated Depreciation | |||||||
|---|---|---|---|---|---|---|---|
| Open Balance on 01/01/2009 | 10.359 | 1.263 | 7.054 | 18.676 | |||
| Additions | 623 | 302 | 514 | 1.439 | |||
| Disposals | |||||||
| Impairment charge | 2 | 2 | |||||
| Transfer to /from and reclassification | |||||||
| Exchange Differences | 49 | -20 | -36 | -7 | |||
| Closing Balance on 30/06/2009 | 11.031 | 1.545 | 7.534 | 20.110 | |||
| Net Book Value on 30/06/2009 | 16.427 | 4.829 | 8.163 | 2.981 | 32.400 |
Goodwill of €16,427k and the addition to the category Patents and Trademarks of €9,070k has resulted from the business combination that has been described in note 23. Based on the purchase price allocation presented in note 23, the addition to the category Patents and Trademarks of €9,070k relates to the fair value of the trademark / brand "SFA" as at the acquisition date.
Management has estimated that this trademark / brand will have a useful life of 15 years.
Goodwill resulting from the business combination of €16,427k has been allocated to the cash generating unit relating to the Group's operations in Turkey, the subsidiary company SFA Sogutma Sanayi Ic Ve dis Ticaret A.S.
Value-in-use discounted cash flow approach - key assumptions:
Gross margins have been based on past performance and the expectations of future market developments. The perpetuity growth rate has been based the expectations of the market for long term growth. The discount rate is pretax and reflects specific risks relating to the relevant cash generating unit. Based on the results of the impairment test no impairment charge has been identified either for Goodwill or the "SFA" trademark / brand at 31 December 2008
As at 31 December 2008 and 30 June 2009, if any of the assumptions were 10% lower / higher than management's estimates, the Group would not need to reduce the carrying value of goodwill.
| For the period ended | Patterns & | Software & | |||
|---|---|---|---|---|---|
| June 2008 | Goodwill | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | ||
| Historic Cost | |||||
| Open Balance on 01/01/2008 | 12.441 | 704 | 7.969 | 21.114 | |
| Additions | 840 | 411 | 1.251 | ||
| Arising on acquisitions (Note 23) | 23.267 | 1.051 | 563 | 24.881 | |
| Exchange Differences | -187 | 25 | 45 | -117 | |
| Closing Balance on 30/06/2008 | 23.267 | 14.145 | 729 | 8.988 | 47.129 |
| Accumulated Depreciation | |||||
| Open Balance on 01/01/2008 | 9.365 | 704 | 5.615 | 15.684 | |
| Additions | 607 | 513 | 1.120 | ||
| Arising on acquisitions (Note 23) | 449 | 449 |
| -68 | 25 | -59 | -102 |
|---|---|---|---|
| 9.904 | 729 | 6.518 | 17.151 |
| 29.978 | |||
| 23.267 | 4.241 | 2.470 |
Note 6- Parent Company Property, Plant & Equipment
in € 000's
| For the period ended June 2009 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture & |
|
|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixtures | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2009 | 303 | 8.929 | 15.929 | 353 | 3.566 | 29.080 |
| Additions | 6 | 119 | 18 | 143 | ||
| Disposals | -512 | -16 | -528 | |||
| Closing Balance on 30/06/2009 | 303 | 8.935 | 15.536 | 337 | 3.584 | 28.695 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2009 | 1.936 | 14.070 | 295 | 2.980 | 19.281 | |
| Additions | 207 | 277 | 12 | 147 | 643 | |
| Disposals | -478 | -16 | -494 | |||
| Impairment charge | ||||||
| Closing Balance on 30/06/2009 | 2.143 | 13.869 | 291 | 3.127 | 19.430 | |
| Net Book Value on 30/06/2009 | 303 | 6.792 | 1.667 | 46 | 457 | 9.265 |
| For the period ended | Building & | Machinery | Furniture | |||
|---|---|---|---|---|---|---|
| June 2008 | Land | Technical | Technical | Motor | & | |
| Works | Installation | Vehicles | Fixtures | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2008 | 303 | 8.875 | 15.659 | 344 | 3.304 | 28.485 |
| Additions | 33 | 303 | 11 | 98 | 445 | |
| Disposals | -12 | -12 | ||||
| Closing Balance on 30/06/2008 | 303 | 8.908 | 15.950 | 355 | 3.402 | 28.918 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2008 | 1.525 | 11.190 | 272 | 2.639 | 15.626 | |
| Additions | 205 | 547 | 12 | 188 | 952 | |
| Disposals | -12 | -12 | ||||
| Impairment charge | ||||||
| Closing Balance on 30/06/2008 | 1.730 | 11.725 | 284 | 2.827 | 16.566 | |
There are no pledged assets for the parent company.
in € 000's
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| June 2009 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2009 | 9.621 | 35 | 6.696 | 16.352 |
| Additions | 602 | 151 | 753 | |
| Disposals | ||||
| Closing Balance on 30/06/2009 | 10.223 | 35 | 6.847 | 17.105 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2009 | 7.367 | 35 | 4.762 | 12.164 |
| Additions | 357 | 261 | 618 | |
| Disposals | ||||
| Closing Balance on 30/06/2009 | 7.724 | 35 | 5.023 | 12.782 |
| Net Book Value on 30/06/2009 | 2.499 | 1.824 | 4.323 |
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| June 2008 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2008 | 8.660 | 35 | 5.511 | 14.206 |
| Additions | 454 | 208 | 662 | |
| Disposals | ||||
| Closing Balance on 30/06/2008 | 9.114 | 35 | 5.719 | 14.868 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2008 | 6.547 | 35 | 4.186 | 10.768 |
| Additions | 392 | 294 | 686 | |
| Disposals | ||||
| Closing Balance on 30/06/2008 | 6.939 | 35 | 4.480 | 11.454 |
| Net Book Value on 30/06/2008 | 2.175 | 1.239 | 3.414 |
in € 000's
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| Note 8 - | Inventories | ||||
| Inventories | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Raw Materials | 63.511 | 68.553 | 3.687 | 5.032 | |
| Work in progress | 3.787 | 3.210 | 129 | 333 | |
| Finished goods | 41.273 | 56.651 | 1.916 | 4.579 | |
| Less: Provisions | -6.158 | -8.152 | -200 | -200 | |
| Total Inventories | 102.413 | 120.262 | 5.532 | 9.744 |
| Note 9 - | Trade debtors | |||
|---|---|---|---|---|
| Trade Debtors | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
| Trade Debtors | 105.447 | 71.668 | 19.407 | 11.094 |
Less: Provisions ( Note 35 ) -3.655 -4.177 -489 -489 Total Trade Debtors 101.792 67.491 18.918 10.605
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.
Management does not expect any losses from non performance of trade debtors ( other than provides for ) as at: 30/06/2009
| Analysis of Provisions : | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
|---|---|---|---|---|
| Open Balance on 01/01 | 4.177 | 2.323 | 489 | 295 |
| Additions during the period | 124 | 1.362 | 200 | |
| Unused amounts reversed | -18 | -391 | ||
| Total Charges to Income Statement | 106 | 971 | 200 | |
| Realised during the period | -420 | -558 | -6 | |
| Arising from acquisitions | 1.566 | |||
| Exchange differences | -208 | -125 | ||
| Closing Balance on 31/12 | 3.655 | 4.177 | 489 | 489 |
| Other Debtors | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
|---|---|---|---|---|
| VAT Receivable | 9.190 | 14.119 | 504 | 816 |
| Advances & Prepayments | 5.282 | 4.502 | 132 | 186 |
| Other Debtors | 4.620 | 4.838 | 422 | 31 |
| Total Other Debtors | 19.092 | 23.459 | 1.058 | 1.033 |
The fair value of other debtors closely approximate their carrying value.
Note 12- Other creditors
| Cash & Cash equivalents | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
|---|---|---|---|---|
| Cash at bank and in hand | 167 | 560 | 3 | 3 |
| Short term bank deposits | 50.584 | 47.302 | 13.511 | 25.443 |
| Total Cash & Cash equivalents | 50.751 | 47.862 | 13.514 | 25.446 |
The effective interest rate on short term bank deposits for June 2009 : 2.9% ( December 2008: 3.6% )
| Other Creditors | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
|---|---|---|---|---|
| Taxes and duties payable | 1.984 | 1.907 | 486 | 2.846 |
| VAT Payable | 2.732 | 918 | 66 | |
| Social security insurance | 901 | 1.428 | 418 | 775 |
| Dividends payable to company shareholders | 72 | 91 | 72 | 91 |
| Dividends payable to minority | 562 | 215 | ||
| Customers' advances | 925 | 1.087 | 65 | 12 |
| Accrued Expenses | 16.595 | 21.765 | 3.609 | 2.406 |
| Provisions for restructuring activities | 1.173 | 9.632 | 694 | 7.800 |
| Other Creditors | 2.191 | 5.470 | 411 | 532 |
| Total Other Creditors | 27.135 | 42.513 | 5.821 | 14.462 |
The fair value of other creditors closely approximate their carrying value.
| Frigoglass S.A.I.C | |||||
|---|---|---|---|---|---|
| Note 13 - | Non Current & Current Borrowings | ||||
| in € 000's | Consolidated Parent Company |
||||
| Non Current Borrowings | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Bank Loans | 155.179 | 51.262 | 80.000 | 50.000 | |
| Total Non Current Borrowings | 155.179 | 51.262 | 80.000 | 50.000 | |
| Current Borrowings | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Bank overdrafts | 11.053 | 9.187 | 2.934 | ||
| Bank Loans | 83.745 | 167.120 | 4.837 | 22.951 | |
| Total Current Borrowings | 94.798 | 176.307 | 7.771 | 22.951 | |
| Total Borrowings | 249.977 | 227.569 | 87.771 | 72.951 | |
| The maturity of Non Current | |||||
| Borrowings | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Between 1 & 2 years | 92.179 | 50.225 | 62.000 | 50.000 | |
| Between 2 & 5 years | 63.000 | 472 | 18.000 | ||
| Over 5 years | 565 | ||||
| Total Non Current Borrowings | 155.179 | 51.262 | 80.000 | 50.000 | |
| Effective interest rates at the balance | |||||
| sheet date of: | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Non current borrowings | 3,33% | 5,39% | 2,96% | 5,40% | |
| Bank overdrafts | 4,50% | 6,85% | 3,80% | ||
| Current borrowings | 4,28% | 5,35% | 2,61% | 4,07% | |
| 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | ||
| Total Borrowings | 249.977 | 227.569 | 87.771 | 72.951 | |
| Cash & Cash Equivalents | -50.751 | -47.862 | -13.514 | -25.446 | |
| Net Borrowings | 199.226 | 179.707 | Α | 74.257 | 47.505 |
| Total Equity | 122.178 | 131.232 | Β | 47.960 | 58.444 |
| Total Capital | 321.404 | 310.939 | C = Α+Β | 122.217 | 105.949 |
| Net Borrowings / Total Capital | 62,0% | 57,8% | = Α / C | 60,8% | 44,8% |
| The Foreign Currency exposure of Bank borrowings is as follows: | ||||||
|---|---|---|---|---|---|---|
| 30/06/2009 | 31/12/2008 | |||||
| Current | Non Current | Current | Non Current | |||
| Borrowings | Borrowings | Total | Borrowings | Borrowings | Total | |
| Consolidated | Consolidated | |||||
| -EURO | 65.063 | 155.000 | 220.063 | 143.783 | 50.000 | 193.783 |
| -USD | 14.988 | 14.988 | 13.758 | 13.758 | ||
| -PLN | ||||||
| -NAIRA | 1.370 | 13 | 1.383 | 2.274 | 2.274 | |
| -NOK | 2.263 | 2.263 | 123 | 1.262 | 1.385 | |
| -CNY | 9.633 | 166 | 9.799 | 10.531 | 10.531 | |
| -INR | 1.481 | 1.481 | 5.838 | 5.838 | ||
| Total | 94.798 | 155.179 | 249.977 | 176.307 | 51.262 | 227.569 |
| Parent Company | Parent Company | |||||
| -EURO | 3.979 | 80.000 | 83.979 | 20.265 | 50.000 | 70.265 |
| -USD | 3.792 | 3.792 | 2.686 | 2.686 | ||
| Total | 7.771 | 80.000 | 87.771 | 22.951 | 50.000 | 72.951 |
The extent of Group and parent company, exposure to fluctuations of interest rate,
is consider to be for periods less than six months when reprising 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 reprised in periods shorter than six months.
The total value of pledged group assets as at 30/06/2008 was € 16.1 m and at 30/06/2009 was € 7.4 m.
There are no pledged assets for the parent company.
The increase in borrowings on 30/06/2009 compared to 31/12/2008 is due to:
the Fact that the Group's operations exhibit seasonality, therefore the level of the working capital required during the current period varies significantly from the requirements as at 31/12/2008 .
On 15/06/2009 the Group issued a € 75.000.000 debenture loan, in order to refinance its bank borrowings. There are no encumbrances or pledged over the Parent company's or the Group's assets. The Group after 31/12/2008 converted short term borrowings amounting to Euro 105 m, into long term borrowings.
However the Group is required to comply with covenants relating to the sufficiency of solvency, profitability and liquidity ratios as described below:
a) Net Debt to Total Equity
b) Net Debt to EBITDA - Earnings before interest tax depreciation and amortization
c) EBITDA to Net Interest Expense
Investments in subsidiaries
| in € 000's | ||||||
|---|---|---|---|---|---|---|
| 30/06/2009 | ||||||
| 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 | ||
| Frigoglass (Guangzhou) Ice Cold Equipment Co,. Ltd. (China) | 17.404 | 17.404 | 14.887 | |||
| Global European Holdings B.V. | 15.160 | 15.160 | 13.750 | |||
| Total | 125.080 | -47.622 | 77.458 | 73.531 |
The Company accounts for investments in subsidiaries in its separate financial statements at historic cost less impairment losses. The subsidiaries of the Group, the nature of their operation and their shareholding status as at 30/06/2009 are described below:
| Country of | Consolidation | Group | ||
|---|---|---|---|---|
| Name of the Company | incorporation | Nature of the operation | Method | Percentage |
| Frigoglass S.A.I.C - Parent Company | Hellas | Ice Cold Merchandisers | Parent Company | |
| SC. Frigoglass Romania SRL | Romania | Ice Cold Merchandisers | Full | 100% |
| PT. Frigoglass Indonesia | Indonesia | Ice Cold Merchandisers | Full | 100% |
| Frigoglass South Africa Ltd | South Africa | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Eurasia LLC | Russia | Ice Cold Merchandisers | Full | 100% |
| Frigoglass (Guangzhou) Ice Cold Equipment Co,.Ltd. | China | Ice Cold Merchandisers | Full | 100% |
| Scandinavian Appliances A.S | Norway | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Ltd. | Ireland | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Iberica SL | Spain | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Sp zo.o | Poland | Ice Cold Merchandisers | Full | 100% |
| Frigoglass India PVT.Ltd. | India | Ice Cold Merchandisers | Full | 100% |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. | Turkey | Ice Cold Merchandisers | Full | 86% |
| Frigomagna INC | Philippines | Sales Office | Full | 51% |
| 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 SAS | France | Sales Office | Full | 100% |
| Beta Glass Plc. | Nigeria | Glass operation | Full | 53,823% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Crowns, Plastics, ICMs | 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% |
| Global European Holdings B.V. | Netherlands | Holding Company | Full | 100% |
| Nigerinvest Holding Limited | Cyprus | Holding Company | Full | 100% |
| Deltainvest Holding Limited | Cyprus | Holding Company | Full | 100% |
in € 000's
| Note 15 - | -Share Capital | -Stock Options | -Dividends |
|---|---|---|---|
The share premium accounts represents the difference between the issue of shares (in cash) and their par value cost. The share capital of the company comprises of 40.200.610 fully paid up ordinary shares of € 0.3 each.
in € 000's
| Shares Issued & Fully Paid | Number of Shares |
Share Capital | Share premium | Total |
|---|---|---|---|---|
| Balance 01/01/2008 | 40.134.989 | 40.135 | 9.680 | 49.815 |
| Shares issued to employees exercising share options / Proceeds | ||||
| from the issue of shares | 65.621 | 66 | 66 | |
| Transferred from Reserves (See Note 16) | 1.369 | 1.369 | ||
| Share capital increase | 8.040 | -8.040 | ||
| Share capital decrease | -36.181 | -36.181 | ||
| Treasury shares |
-3.148 | -3.148 | ||
| Balance on 31/12/2008 | 40.200.610 | 8.912 | 3.009 | 11.921 |
| Balance on 01/01/2009 | 40.200.610 | 8.912 | 3.009 | 11.921 |
| Treasury shares |
-5.756 | -5.756 | ||
| Balance on 30/06/2009 | 40.200.610 | 3.156 | 3.009 | 6.165 |
| Number of Treasury shares | |||
|---|---|---|---|
| 2009 2008 |
|||
| Balance at 01/01 | 594.181 | ||
| Purchases | 1.432.184 | 594.181 | |
| Disposals Balance at the end of the period |
2.026.365 | 594.181 |
On 31st of March 2008, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 65,621 ordinary shares, following the exercise of stock options by option holders pursuant to the Company's stock option plan. The proceeds from the share capital increase amounted to € 66 thousand.
The Extraordinary General Meeting of the shareholders on the 5th of September 2008 approved the increase of the Company's share capital through the capitalization of a portion of the account "Share Premium", by the amount of € 8,040 thousand as well as the capital decrease/return to the shareholders by the amount of € 36,181 thousand.
Following the above capital decrease the share capital of the Company currently amounts to € 12.060.183 divided into 40.200.610 common registered shares of a nominal value of € 0,30 each.
The Extraordinary General Meeting of the shareholders on the 5th of September 2008 approved a share buy back scheme, in terms of article 16 of Codified Law 2190/1920, for a maximum number of shares that equals up to 10% of the Company's share capital (currently 40.200.610 shares) and which can be acquired for a period of 24 months from September 5, 2008, i.e. until September 5, 2010, with minimum purchase price Euro 1 and maximum purchase price Euro 25 per share.
The share buy back that will be undertaken according to the above scheme, will be under the responsibility of the Board of Directors and will entail shares paid in full.
The Annual General Assembly of June 8, 2007 approved a stock option plan with beneficiaries members of the Company's BoD, employees of the Company and employees of the Company's affiliates in replacement of the previous Phantom option plan. According to the above General Assembly resolution, a maximum of 428,870 stock options were approved, each corresponding to one (1) ordinary share of the Company.
On 18 December 2007, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 134,989 ordinary shares, following the exercise of stock options by option holders pursuant to the Company's stock option plan. Proceeds from the issue of the shares were € 592 thousand.
On 31 March 2008, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 65,621 ordinary shares, following the exercise of stock options by option holders pursuant to the Company's stock option plan. Proceeds from the issue of the shares were € 66 thousand.
| Start of exercise | End of exercise | Number of Options | Number of Options | Number of Options | |
|---|---|---|---|---|---|
| period | period | issued | exercised | outstanding | |
| Program approved by BoD on 08/06/2007 | |||||
| Exercise price at 1,00 Euro per share | 8/6/2007 | 17/12/2009 | 107.318 | 107.318 | |
| Exercise price at 1,00 Euro per share | 1/1/2008 | 17/12/2009 | 65.621 | 65.621 | |
| Exercise price at 0,30 Euro per share | 1/1/2009 | 17/12/2009 | 64.918 | 64.918 | |
| Total | 237.857 | 172.939 | 64.918 | ||
| Program approved by BoD on 02/08/2007 | |||||
| Exercise price at 17,50 Euro per share | 8/6/2007 | 17/12/2012 | 27.671 | 27.671 | |
| Exercise price at 16,60 Euro per share | 1/1/2008 | 17/12/2012 | 31.672 | 31.672 | |
| Exercise price at 16,60 Euro per share | 1/1/2009 | 17/12/2012 | 31.670 | 31.670 | |
| Total | 91.013 | 27.671 | 63.342 | ||
| Program approved by BoD on 14/05/2008 | |||||
| Exercise price at 19,95 Euro per share | 14/5/2008 | 17/12/2013 | 26.466 | 26.466 | |
| Exercise price at 19,95 Euro per share | 14/5/2009 | 17/12/2013 | 26.466 | 26.466 | |
| Exercise price at 19,95 Euro per share | 14/5/2010 | 17/12/2013 | 26.470 | 26.470 | |
| Total | 79.402 | 79.402 | |||
| Total | 408.272 | 200.610 | 207.662 |
The weighted average fair value of options granted determined using the Black-Scholes valuation model was Euro 12,38 per option
The key assumptions used in the valuation model are the following:
| Weighted average Share Price | 22,00 € |
|---|---|
| Volatility | 15,0% |
| Dividend yield | 1,4% |
| Discount rate | 4,5% |
Dividends are recorded in the financial statements, as a liability, in the period in which they are approved by the Annual Shareholders Meeting
| in € 000's | |
|---|---|
| The Annual Shareholders Meeting as at 06/06/2008 approved a dividend distributiont of: | 15.276 |
| The Extraordinary Shareholders Meeting as at 05/09/2008 approved an interim dividend distribution of: | 24.120 |
| 39.396 |
Note 16 - Other Reserves
| Currency | |||||||
|---|---|---|---|---|---|---|---|
| Statutory Reserves |
Stock Option Reserve |
Extraordinary reserves |
Cash Flow Hedge Reserve |
Tax free reserves |
Translation Differences |
Total | |
| Open Balance on 01/01/2008 | 2.720 | 1.696 | 9.913 | 13.777 | -6.955 | 21.151 | |
| Additions for the period | 537 | 108 | 645 | ||||
| Transfer from P&L | 899 | 1.055 | 1.954 | ||||
| Shares issued to employees | -1.370 | -1.370 | |||||
| Exchange Differences | -18 | -331 | 2 | -4.776 | -5.123 | ||
| Closing Balance on 31/12/2008 | 3.601 | 863 | 9.690 | 14.834 | -11.731 | 17.257 | |
| Open Balance on 01/01/2009 | 3.601 | 863 | 9.690 | 14.834 | -11.731 | 17.257 | |
| Additions for the period | -93 | -93 | |||||
| Shares issued to employees | |||||||
| Transfer from P&L | 588 | 588 | |||||
| Exchange Differences | -9 | -497 | -7.914 | -8.420 | |||
| Closing Balance on 30/06/2009 | 4.180 | 863 | 9.193 | -93 | 14.834 | -19.645 | 9.332 |
| Statutory Reserves |
Stock Option Reserve |
Extraordinary reserves |
Tax free reserves |
Total | |
|---|---|---|---|---|---|
| Open Balance on 01/01/2008 | 2.533 | 1.696 | 4.835 | 13.779 | 22.843 |
| Additions for the period | 537 | 108 | 645 | ||
| Shares issued to employees | -1.370 | -1.370 | |||
| Transfer from P&L | 899 | 1.055 | 1.954 | ||
| Closing Balance on 31/12/2008 | 3.432 | 863 | 4.943 | 14.834 | 24.072 |
| Open Balance on 01/01/2009 | 3.432 | 863 | 4.943 | 14.834 | 24.072 |
| Additions for the period | |||||
| Shares issued to employees | |||||
| Transfer from P&L | 588 | 588 |
Closing Balance on 30/06/2009 4.020 863 4.943 14.834 24.660
A statutory reserve is created under the provisions of Hellenic law (Law 2190/20) 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 up share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.
The Stock option reserve refers to a stock option program with beneficiaries the Company's BoD and employees and is analysed in note 15 of the annual financial statements.
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.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Financial Expense | 6.176 | 5.685 | 1.759 | 849 |
| Financial Income | -782 | -194 | -331 | -28 |
| Net Interest Expense / |
5.394 | 5.491 | 1.428 | 821 |
| Exchange Loss/ (Gain) | 2 | 1.573 | 78 | 98 |
| Losses / |
||||
| instruments | 1.159 | 1.252 | ||
| Net Finance Cost | 6.555 | 7.064 | 2.758 | 919 |
Note: For some countries the tax audit is not obligated and is taken place under specific requirements.
| Company | Country | Periods | Operation |
|---|---|---|---|
| Frigoglass S.A.I.C - Parent Company | Hellas | 2005-2008 | Ice Cold Merchandisers |
| SC. Frigoglass Romania SRL | Romania | 2006-2008 | Ice Cold Merchandisers |
| PT. Frigoglass Indonesia | Indonesia | 2008 | Ice Cold Merchandisers |
| Frigoglass South Africa Ltd | S. Africa | 2006-2008 | Ice Cold Merchandisers |
| Frigoglass Eurasia LLC | Russia | 2008 | Ice Cold Merchandisers |
| Frigoglass (Guangzhou) Ice Cold Equipment | |||
| Co,.Ltd. | China | 2006-2008 | Ice Cold Merchandisers |
| Scandinavian Appliances A.S | Norway | 2003-2008 | Ice Cold Merchandisers |
| Frigoglass Ltd. | Ireland | 2002-2008 | Ice Cold Merchandisers |
| Frigoglass Iberica SL | Spain | 2004-2008 | Ice Cold Merchandisers |
| Frigoglass Sp zo.o | Poland | 2006-2008 | Ice Cold Merchandisers |
| Frigoglass India PVT.Ltd. | India | 2007-2008 | Ice Cold Merchandisers |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. | Turkey | 2003-2008 | Ice Cold Merchandisers |
| Frigomagna INC | Philippines | 2008 | Sales Office |
| Beta Glass Plc. | Nigeria | 2004-2008 | Glass Operation |
| Frigoglass Industries (Nig.) Ltd | Nigeria | 2003-2008 | Crowns, Plastics, ICMs |
| 3P Frigoglass Romania SRL | Romania | 2008 | Plastics Operation |
| Frigorex East Africa Ltd. | Kenya | 2008 | Sales Office |
| Frigoglass GmbH | Germany | 2004-2008 | Sales Office |
| Frigoglass Nordic | Norway | 2003-2008 | Sales Office |
| Frigoglass France SA | France | 2004-2008 | Sales Office |
| Coolinvest Holding Limited | Cyprus | 2003-2008 | Holding Company |
| Frigorex Cyprus Limited | Cyprus | 2003-2008 | Holding Company |
| Global European Holdings B.V. | Netherlands | 2008 | Holding Company |
| Letel Holdings Limited | Cyprus | 2003-2008 | Holding Company |
| Norcool Holding A.S | Norway | 1999-2008 | Holding Company |
| Nigerinvest Holding Limited | Cyprus | 2003-2008 | Holding Company |
| Deltainvest Holding Limited | Cyprus | 2003-2008 | Holding Company |
The tax rates in the countries where the Group operates are between 10% and 34%. 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 24.51% (Hellenic Taxation Rate is 25%)
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 amount of the provision on the consolidated finanical statements for the unaudited fiscal years of the Group's companies amounts to € 2.6 m .
The capital commitments contracted for but not yet incurred at the balance sheet date 30/06/2009 for the Group amounted to € 135 ths. (31/12/2008: € 198 ths.)
| The component of the company's shareholders on 30/06/2009 is: | BOVAL S.A. | 43,87% |
|---|---|---|
| Capital Research&Management | 5,66% | |
| Institutional Investors | 25,10% | |
| Other Investors | 25,37% | |
BOVAL SA (through Kar-Tess Holdings SA) has a 29% stake in Coca-Cola Hellenic Bottling Comapany SA share capital.
Frigoglass is the majority shareholder in Frigoglass Industries Limited based on Nigeria, where CCH Group also owns a 15,86% 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 29% with CCH Group,
equity interest.
Based on a contract expired on 31/12/2008, which has been renewed until 31/12/2013 the Coca-Cola Hellenic Bottling Company purchases from the Frigoglass Group at yearly negotiated prices ICM's. The above transactions are executed at arm's length.
a) The amounts of related party transactions ( sales and receivables) were:
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| in 000's € | 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Sales | 41.836 | 116.890 | 11.610 | 23.311 | |
| Receivables | 17.135 | 55.086 | 4.345 | 10.977 |
b) The intercompany transactions of the parent company with the rest of subsidiaries were:
| 30/06/2009 | 30/06/2008 |
|---|---|
| 3.247 | 20.113 |
| 193 | 145 |
| 17.995 | 19.487 |
| 28.202 | 36.219 |
| 11.142 | 3.340 |
The above transactions are executed at arm's length.
| in 000's € | 30/06/2009 | 30/06/2008 |
|---|---|---|
| Management Fees Income | 6.245 | 12.103 |
| Other Operating Income | 22 | 45 |
| Total Other Operating Income | 6.267 | 12.148 |
The majority portion of Other Operating Income refers to management fees charged to the Group's subsidiaries.
(include wages, stock option, indemnities and other employee benefits) d) Fees to members of the Board of Directors and Management compensation
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| in 000's € | 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Fees of member of Board of Directors | 69 | 104 | 69 | 104 | |
| Management compensation | 1.531 | 1.554 | 1.531 | 1.554 | |
| Receivables from management & BoD members | - | - | - | - | |
| Payables to management & BoD members | - | - | - | - |
Basic and Diluted earnings per share are calculated by dividing the profit attributable to shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares)
The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to net profit (numerator).
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in 000's Euro (except per share) | 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 |
| Profit attributable to equity holders of the company | 6.250 | 42.563 | -4.728 | 6.432 |
| Weighted average number of ordinary shares for the purposes of | ||||
| basic earnings per share | 38.773.276 | 40.168.164 | 38.773.276 | 40.168.164 |
| Weighted average number of ordinary shares for the purpose of | ||||
| diluted earnings per share | 38.821.924 | 40.240.574 | 38.821.924 | 40.240.574 |
| Basic earnings per share | 0,1612 | 1,0596 | -0,1219 | 0,1601 |
| Diluted earnings per share | 0,1610 | 1,0577 | -0,1218 | 0,1598 |
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 | ||
|---|---|---|
| 30/06/2009 | 31/12/2008 | |
| 270.184 | 270.358 |
The Group did not have any contingent liabilities as at 30/06/2009 and 31/12/2008.
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 other than those recognised in the financial statements will be assessed.
in € 000's
During 2008 the Group acquired 86% of SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S.
SFA is one of the leading exporting suppliers of ICMs in the region with a particularly strong presence in the brewery, dairy and juice segments.
The contribution of SFA Sogutma Ticaret A.S. to the Group results for the period ending from 01/01 to:
| 31/12/2008 | 30/9/2008 | 30/6/2008 | |
|---|---|---|---|
| Sales: | 50.371 | 47.920 | 42.156 |
| Profit / >Loss> before Tax: | -6.105 | -3.188 | 396 |
| Profit / Attributable to: |
-4.884 | -2.550 | 317 |
| Minority Interest: | -684 | -357 | 44 |
| Company Shareholders: | -4.200 | -2.193 | 273 |
During FY 2008 Consolidated P&L before tax was effected by the amortization of trade marks amounting to Euro 605 th. and as a result the Consolidated profits after taxes were reduced of an amount of Euro 484 th.
During 1st Half of 2009 Consolidated P&L before tax was effected by 1/2 of the above amounts.
| Acquiree's carrying | |||
|---|---|---|---|
| amounts at the date | Fair Value | Final Fair | |
| of acquisition | Adjustments | Values | |
| Assets & Liabilities Acquired | |||
| Assets: | |||
| Property, plant and equipment | 29.201 | 29.201 | |
| Intangible assets | 1.165 | 1.165 | |
| Goodwill arising on acquisition | 16.427 | ||
| Trademarks | 9.070 | 9.070 | |
| Deferred income tax assets | 547 | 547 | |
| Other long term assets | 267 | 267 | |
| Total non current assets | 31.180 | 56.677 | |
| Inventories | 9.828 | 9.828 | |
| Trade debtors | 246 | 246 | |
| Other debtors | 2.439 | 2.439 | |
| Cash & Cash Equivalents | 15 | 15 | |
| Total current assets | 12.528 | 12.528 | |
| Total Assets | 43.708 | 69.205 | |
| Liabilities: | |||
| Long term borrowings | 32.507 | 32.507 | |
| Retirement benefit obligations | 66 | 66 | |
| Deferred Income tax liabilities | 1.814 | 1.814 | |
| Provisions for other liabilities & charges | 806 | 806 | |
| Total non current liabilities | 33.379 | 35.193 | |
| Trade creditors | 7.698 | 7.698 | |
| Other creditors | 4.954 | 4.954 | |
| Short term borrowings | 7.778 | 7.778 | |
| Total current liabilities | 20.430 | 20.430 | |
| Total Liabilities | 53.809 | 55.623 | |
| Minority Interest (14%) | -1.414 | -1.414 | |
| Fair Value of Net Assets acquired | -8.687 | 14.996 |
| Total acquisition cost | 14.996 | |
|---|---|---|
| -- | ------------------------ | -------- |
Less Cash & Cash Equivalents of SFA -15
Net cash paid for the acquisition 14.981
The acquisition has resulted in the Group recording € 16,427 thousand of goodwill and € 9,070 thousand of trademarks.
The goodwill resulting from the acquisition of SFA is attributable to the production knowhow of ICM's with different technical specifications, to a customer portfolio of the company and the expected synergies that are expected to be created to the distribution networks and to the production facilities. 41
in € 000's
| Sales | ||||||||
|---|---|---|---|---|---|---|---|---|
| Period | 2006 | 2007 | 2008 | 2009 | ||||
| Q1 | 116.556 | 29% | 133.930 | 30% | 162.341 | 33% | 71.663 | |
| Q2 | 142.209 | 35% | 156.623 | 35% | 176.024 | 36% | 105.074 | 59% |
| Q3 | 78.998 | 20% | 91.590 | 20% | 85.286 | 17% | ||
| Q4 | 63.276 | 16% | 71.260 | 16% | 64.168 | 13% | ||
| Total | 401.039 | 100% | 453.403 | 100% | 487.819 | 100% | 176.737 |
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.
In July 2009, the Group proceeded with an increase in its subsidiary SFA Sogutma Ticaret A.S. (Turkey) share capital increasing its share holding from 86% to 98,923% currently.
There are no other post-balance events which are likely to affect the financial statements or the operations of the Group and the parent company.
Average numbers of personnel per operation for the Group & for the Parent company are listed below:
| Operations | 30/06/2009 | 30/06/2008 |
|---|---|---|
| ICM Operations | 3.021 | 4.875 |
| Nigeria Operations | 1.167 | 1.095 |
| Plastics Operation | 56 | 99 |
| Total | 4.244 | 6.069 |
| Parent Company | 286 | 534 |
Amounts of the previous periods have not been reclassified.
The losses from restructuring activities refer to the restructuring in Hellas, Poland, Norway, Turkey, Romania and Russia.
| Consolidated | Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | ||||||
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | ||
| Held for Trading - Interest Rate Swaps - Forward Foreign Exchange Contracts - Commodity Forward Contracts |
168 | 2.083 42 |
168 | 2.083 42 94 |
|||||
| Cash Flow Hedges - Commodity Forward Contracts |
94 | ||||||||
| Total Financial Derivatives Instruments |
168 | 2.219 | 168 | 2.219 | |||||
| Current Portion Financial Derivatives Instruments |
168 | 2.219 | 168 | 2.219 |
Trading derivatives are classified as a current asset or liability. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item is less than 12 months.
For the first half of 2009, there was no ineffective portion recognised in the profit or loss that arises from cash flow hedges.
The hedged highly probable forecast transactions are expected to occur at various dates during the period from January 2010 to January 2012. Gains and losses relating to the effective portion of the hedge are recognised in the hedging reserve in the Statement of Comprehensive Income. Subsequently these amounts are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement unless the gain or loss is included in the initial amount recognised for the purchase of inventory or fixed assets. These amounts are ultimately recognised in cost of goods sold in case of inventory or in depreciation in the case of fixed assets.
Number in the Register of Societes Anonymes: 29454/06/Β/93/32 15, A. Metaxa Street, GR -145 64 Kifissia, Athens
SUMMARY FINANCIAL STATEMENTS for the period: 1 January to 30 June 2009
According to the Resolution 4/507/28.04.2009 of the Capital Market Commission's BoD
The following information aims to provide a broad overview of the financial position and results of FRIGOGLASS S.A.I.C. and its subsidiaries. We advise the reader, before entering into any investment or any other transaction with the company, to visit the company's site where the financial statements and notes according to IFRS are published together with the auditor's report where appropriate.
| Company's STATUTORY INFORMATION | |
|---|---|
| Company's Web Address: | www.frigoglass.com |
| Date of Approval of the Financial Statements : | July 30, 2009 |
Auditor's Name: K. Michalatos Auditors Firm: PricewaterhouseCoopers Report of the Auditors: Without Qualification
| 1.1. BALANCE SHEET | ||||
|---|---|---|---|---|
| (in € 000's) | 30/06/2009 | CONSOLIDATED 31/12/2008 |
COMPANY 30/06/2009 31/12/2008 |
|
| ASSETS: | ||||
| Property, plant and equipment | 157.569 | 171.117 | 9.265 | 9.799 |
| Intangible Assets | 32.400 | 32.573 | 4.323 | 4.189 |
| Investments in subsidiaries | 77.458 | 73.531 | ||
| Deferred income tax assets | 8.248 | 6.297 | 2.078 | 1.017 |
| Other Long term assets | 684 | 1.615 | 258 | 1.085 |
| Total Non Current Assets | 198.901 | 211.602 | 93.382 | 89.621 |
| Inventories | 102.413 | 120.262 | 5.532 | 9.744 |
| Trade debtors | 101.792 | 67.491 | 18.918 | 10.605 |
| Other debtors | 19.092 | 23.459 | 1.058 | 1.033 |
| Income Tax advances | 10.724 | 27.588 | 8.699 | 22.936 |
| Intergroup receivables | 28.202 | 23.669 | ||
| Cash & cash equivalents | 50.751 | 47.862 | 13.514 | 25.446 |
| Derivative Financial Instruments | 168 | 168 | ||
| Total Current Assets | 284.940 | 286.662 | 76.091 | 93.433 |
| Total Assets | 483.841 | 498.264 | 169.473 | 183.054 |
| LIABILITIES: | ||||
| Long term borrowings | 155.179 | 51.262 | 80.000 | 50.000 |
| Deferred income tax liabilities | 10.641 | 10.583 | ||
| Retirement benefit obligations | 13.914 | 15.786 | 7.597 | 8.047 |
| Provisions for other liabilities & charges | 7.080 | 5.757 | 174 | 297 |
| Deferred income from government grants | 279 | 290 | 138 | 147 |
| Total Non Current Liabilities | 187.093 | 83.678 | 87.909 | 58.491 |
| Trade creditors | 42.435 | 39.038 | 4.836 | 7.369 |
| Other creditors | 27.135 | 42.513 | 5.821 | 14.462 |
| Current income tax liabilities | 7.983 | 25.496 | 1.815 | 17.668 |
| Intergroup payables | 11.142 | 3.669 | ||
| Short term borrowings | 94.798 | 176.307 | 7.771 | 22.951 |
| Derivative Financial Instruments | 2.219 | 2.219 | ||
| Total Current Liabilities | 174.570 | 283.354 | 33.604 | 66.119 |
| Total Liabilities (d) | 361.663 | 367.032 | 121.513 | 124.610 |
| EQUITY: | ||||
| Share capital | 3.156 | 8.912 | 3.156 | 8.912 |
| Share premium | 3.009 | 3.009 | 3.009 | 3.009 |
| Other reserves | 9.332 | 17.257 | 24.660 | 24.072 |
| Retained earnings / |
84.636 | 78.771 | 17.135 | 22.451 |
| Equity attributable to company shareholders (a) | 100.133 | 107.949 | 47.960 | 58.444 |
| Minority Interest (b) | 22.045 | 23.283 | ||
| Total Equity (c) = (a) + (b) | 122.178 | 131.232 | 47.960 | 58.444 |
| Total Liabilities & Equity (c) + (d) | 483.841 | 498.264 | 169.473 | 183.054 |
| 1.3. ELEMENTS OF STATEMENT OF CHANGES IN EQUITY | |||||
|---|---|---|---|---|---|
| (in € 000's) | CONSOLIDATED | COMPANY | |||
| 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | ||
| Open Balance 01/01 2009 & 2008 | 131.232 | 199.515 | 58.444 | 95.511 | |
| Total Comprehensive income / |
–3.298 | 37.686 | –4.728 | 6.432 | |
| Dividends to Company's shareholders | –15.395 | –15.276 | |||
| Minority arising on acquisition | –1.363 | ||||
| Shares issued to employees exercising stock options | 66 | 66 | |||
| Stock Option Reserve | 246 | 246 | |||
| Treasury shares |
–5.756 | –5.756 | |||
| Closing Balance 30/06/2009 & 2008 | 122.178 | 220.755 | 47.960 | 86.979 |
| 1.4. CASH FLOW STATEMENT | ||||
|---|---|---|---|---|
| (in € 000's) | CONSOLIDATED From 1/1 to |
COMPANY From 1/1 to |
||
| 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Cash Flow from operating activities | ||||
| Profit before income tax | 11.214 | 60.773 | –5.763 | 9.335 |
| Adjustments for: | ||||
| Depreciation | 12.192 | 11.707 | 1.498 | 1.828 |
| Provisions | –1.468 | 2.498 | –242 | 605 |
Changes in Working Capital: |
–1.654 | –2.316 | 54 | |
| Decrease / (increase) of inventories | 17.848 | 20.085 | 4.212 | 6.149 |
| Decrease / (increase) of trade debtors | –34.300 | –108.108 | –8.313 | –19.380 |
| Decrease / (increase) of Intergroup receivables | –4.533 | –14.430 | ||
| Decrease / (increase) of other receivables | 4.366 | –1.730 | 25 | 724 |
| Decrease / (increase) of other long term receivables | 931 | 805 | 826 | 1.051 |
| (Decrease) / increase of suppliers | 3.397 | 7.654 | –2.533 | 145 |
| (Decrease) / increase of Intergroup payables | 7.473 | –5.256 | ||
| (Decrease) / increase of other liabilities (except borrowing) Less: |
–14.568 | 5.256 | –7.830 | –829 |
| Income Tax paid | –3.698 | –11.559 | –1.135 | –1.002 |
| Net cash generated from operating activities (a) | –5.740 | –14.935 | –16.261 | –21.060 |
| Cash Flow from investing activities | ||||
| Purchase of property, plant and equipment | –5.469 | –11.156 | –143 | –445 |
| Purchase of intangible assets | –1.241 | –1.251 | –753 | –662 |
| Investments in subsidiaries | –3.927 | –13.750 | ||
| Acquisition of subsidiary net of cash acquired | –14.881 | |||
| Proceeds from disposal of PPE & intangible assets | 4.597 | 4.699 | 88 | |
| Net cash generated from investing activities (b) | –2.113 | –22.589 | –4.735 | –14.857 |
| Net cash generated from operating & investing activities | –7.853 | –37.524 | –20.996 | –35.917 |
| Cash Flow from financing activities | ||||
| Increase / (decrease) of borrowing | 22.408 | 63.469 | 14.820 | 52.338 |
| Dividends paid to Company's shareholders | –15.275 | –15.275 | ||
| Dividends & Share Capital paid to Minority | –119 | |||
| Treasury shares |
–5.756 | –5.756 | ||
| Proceeds from issue of shares to employees | 66 | 66 | ||
| Net cash generated from financing activities (c) | 16.652 | 48.141 | 9.064 | 37.129 |
| Net increase / (decrease) in cash and | ||||
| cash equivalents (a) + (b) + (c) | 8.799 | 10.617 | –11.932 | 1.212 |
| Cash and cash equivalents at the beginning of the period | 47.862 | 17.313 | 25.446 | 3.806 |
| Exchange differences | –5.910 | –7.300 | ||
| Cash and cash equivalents at the end of the period | 50.751 | 20.630 | 13.514 | 5.018 |
| CONSOLIDATED From 01/04 to 30/06/2009 30/06/2008 30/06/2009 30/06/2008 30/06/2009 30/06/2008 30/06/2009 30/06/2008 66.925 105.074 176.024 –137.419 –245.826 –29.487 –54.208 –80.039 –129.178 –15.291 –26.971 46.846 558 –6.899 –3.536 –4.318 –6.821 –1.590 –1.993 –910 –481 629 3.864 2.271 42 35.116 –1.143 –3.382 –514 31.734 –1.657 –8.547 23.187 –1.756 1.413 21.774 –1.756 1.041 |
COMPANY From 01/04 to 15.849 32.818 5.847 –438 6.311 5.409 –817 4.592 –99 –1.432 3.160 3.160 |
|---|---|
| 24.228 –1.756 |
3.160 |
| 1.962 | |
| –1.756 | 3.160 |
| 723 | 904 |
| –420 | 6.313 |
| Company | |
| 30/06/2009 31/12/2008 | |
| 0 | 0 |
| 157 17 |
190 107 |
| 174 | 297 |
| The category of Other provisions includes mainly provisions for discount on sales, for unused paid holidays, sales on tax and provisions for | |
| 9. Group companies that are included in the consolidated financial statements with the respective information regarding the fiscal years unaudited by the Tax authorities are presented analytically in Note 18 of the financial statements. The amount of the provision on the consolidated financial |
|
| 10. According to the resolutions approved by the Extraordinary General Meeting of the shareholders, the Company acquired during the period 1/1- | |
| 30/06/2009 1,432,184 of its own common shares at a value of 5,756 thousand euros, amount which has been deducted from the shareholders | |
| 11. Other Comprehensive income / thousand Euros and Cash Flow Hedging net Changes in Fair Value, net of Tax of - 93 thousand Euros during the period 1/1-30/6/2009 and -6,706 thousand Euros during the period 1/1-30/6/2008. There are no Other Comprehensive income / |
|
| 22.266 0,5421 –0,0457 0,0787 0,5411 –0,0456 0,0785 5.905 41.021 2. Group companies that are included in the consolidated financial statements with their respective locations as well as percentage 3. The pledges on the Group's assets at 30.06.2009 stood at € 7.4 mil. There are no pledges on the Parent company's assets. 4. Capital expenditure at 30/6/2009 amounted to: Group € 6.7 mil. (31/12/2008: € 29.53 mil ), Parent company € 0.9 mil. 5. There are no litigation matters which have a material impact on the financial position or operation of the Company and the Group. 7. The amounts of income and expenses and outstanding balances of receivables and payables of the Company to and from its related parties |
HARALAMBOS DAVID PETROS DIAMANTIDES
THE GROUP CHIEF FINANCIAL OFFICER HEAD OF FINANCE PANAGIOTIS TABOURLOS VASSILIOS STERGIOU
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