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Frigoglass S.A.

Quarterly Report Sep 23, 2015

2764_ir_2015-09-23_ae28964f-dcc1-4fe9-b99f-ce05d4c3e88e.pdf

Quarterly Report

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FRIGOGLASS S.A.I.C

Commercial Refrigerators Commercial 15, A. Metaxa Street GR-145 64 Kifissia 145 Athens - Hellas

Interim Financial Statements Interim Financial 1 January – 30 June 2009

2

FRIGOGLASS S.A.I.C. Commercial Refrigerators

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.

TABLE OF CONTENTS

  • A) Board of Directors Statement
  • B) Board of Directors Report
  • C) Auditors Review Report
  • D) Financial Statements for the period 1st January to 30th of July 2009
  • E) Summary Financial Statements for the period 1st January to 30th of July 2009

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

BOARD OF DIRECTORS STATEMENT

Regarding the Semi Annual Financial Statements for the year 2009 According to the Law 3556/2007

According to the Law 3556/2007, we state and we assert that from what we know of:

    1. The Interim financial statements of the Group and the Company "Frigoglass S.A.I.C." for the period 01.01.2009-30.06.2009, which were complied according to the established accounting standards, describe in a truthful way the assets and the liabilities, the equity and the results of the Group and the Company, as well as the subsidiary companies which are included in the consolidation as a total, according to what is stated in the Law 3556/2007.
    1. The report of the Board of Directors for the year presents in a truthful way the information that is required based on the Law 3557/2007.

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)

BOARD OF DIRECTORS REPORT

Concerning the Financial Statements for the period 1st January – 30th June 2009

Kifissia, 30th of July 2009

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.

1) Important Events during First Half of 2009

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.

2) Operational Review

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%

3) Financial Review

Summary Profit and Loss Account

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%

Net Sales

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

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.

Operating Profit (EBIT)

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

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.

Cash flow

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.

Balance Sheet

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.

Capital Expenditure

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.

4) Parent Company Financial Data

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.

5) Main Risks and uncertainties

Raw Material Price Volatility

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.

Product Demand

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.

FX rate exposure

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.

Liquidity Risk:

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 dependency

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.

Political instability in emerging markets.

• 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.

Risk of natural disasters mostly in S.E. Asia. (lack of infrastructure)

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.

Nigeria Division

  • Customs related restrictions which imply the risk of delay in imports of raw materials.
  • Raw material price pressure, associated with glass (natural gas) as it is the main energy source for all of our three plants, and soda ash, raw material for our glass companies.
  • Freight cost increase.

6) 2009 Business Outlook

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.

7) After Balance Sheet Events and Other information

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.

8) Important Transactions with Related Parties

Sales of Goods 41.836 CCH Group

Related Party Transactions:

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

Consolidated

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,

THE BOARD OF DIRECTORS

[Translation from the original text in Hellenic]

Report on review of interim financial information

To the Shareholders of Frigoglass S.A.

Introduction

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.

Scope of 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.

Review conclusion

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.

Reference to Other Legal and Regulatory Requirements

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

FRIGOGLASS S.A.I.C. Commercial Refrigerators

Interim Financial Statements for the period 1 January to 30 June 2009

Table of Contents Pages 1. Balance Sheet 13 2. Income Statement for 1st Half 14 3. Income Statement for 2nd Quarter 15 4. Statement of Comprehensive Income 16 5. Statement of changes in equity 17-18 6. Cash flow statement 19 7. Notes to the financial statements 20 8. Basis of Preparation 20 9. Summary of significant accounting policies 20 10. Critical accounting estimates and judgments 25 11. Notes to the financial statements (5) Segment information 26-27 (6) Property, plant & equipment 28,30 (7) Intangible assets 29,31 (8) Inventories 32 (9) Trade debtors 32 (10) Other debtors 32 (11) Cash & Cash equivalents 32 (12) Other creditors 32 (13) Non current & current borrowings 33 (14) Investments in subsidiaries 34 (15) Share capital 35-36 (16) Other reserves 37 (17) Financial expenses 38 (18) Income Tax 38 (19) Commitments 39 (20) Related party transactions 39 (21) Earnings per share 40 (22) Contingent liabilities 40 (23) Business combinations 41 (24) Seasonality of Operations 42 (25) Post-balance sheet events 42 (26) Average number of personnel 42 (27) Clarifications regarding the comparative data for the previous year 42 (28) /Gains from restructuring activities 42 (29) Derivative Financial Instruments 43

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 / Gains 1.655 2.308 54 0
/ Gains from restructuring activities 28 -273 -3 0 0
Operating Profit / 17.769 67.837 -3.005 10.254
Dividend income 20 0 0 0 0
Finance / income 17 -6.555 -7.064 -2.758 -919
Profit / before taxation 11.214 60.773 -5.763 9.335
Taxation 18 -2.748 -16.381 1.035 -2.903
Profit / after taxation 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 / per share (in € per share) 21 0,1612 1,0596 -0,1219 0,1601
Diluted Earnings / per share (in € per share) 21 0,1610 1,0577 -0,1218 0,1598
Depreciation 12.192 11.707 1.498 1.828
Earnings / before interest, tax, depreciation
and amortization and invested results
30.234 79.547 -1.507 12.082

Note: / Gains from restructuring activities have been incorporated in the calculation of Earnings before interest, tax, depreciation and amortization and invested results.

Frigoglass S.A.I.C Income Statement - 2nd Quarter

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 / Gains -12 2.271 42 0
/ Gains from restructuring activities -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 / before income tax 8.853 31.734 -1.657 4.592
Income tax expense -2.179 -8.547 -99 -1.432
Profit / after income tax expenses 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 / per share (in € per share) 0,1466 0,5421 -0,0457 0,0787
Diluted Earnings / per share (in € per share) 0,1464 0,5411 -0,0456 0,0785
Depreciation 6.287 5.905 723 904
Earnings / before interest, tax, depreciation and
amortization and invested results
18.944 41.021 -420 6.313

Frigoglass S.A.I.C in € 000's Statement of Comprehensive Income

Consolidated
From 01/01 'till 30/06/2009 30/06/2008
Profit / after taxation 8.466 44.392
Foreign Currency translation -11.671 -6.706
Gains / from Treasury shares sold
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 / net of tax -11.764 -6.706
Total comprehensive income / for the period -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 / after taxation -4.728 6.432
Other comprehensive income / 0 0
Income tax relating to components of other comprehensive income 0 0
Other comprehensive income / net of tax 0 0
Total comprehensive income / for the period -4.728 6.432
Attributable to:
Minority interest 0 0
Shareholders of the Company -4.728 6.432
-4.728 6.432

Statement of Changes in Equity

in € 000's

Consolidated

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 / sold
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 / sold -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

Parent Company

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 / sold -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 / sold -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

Cash Flow Statement

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
/Loss from disposal of PPE & intangible assets -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 / sold 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

Frigoglass Group

1. Notes to the financial statements

1.1 General Information

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

2. Basis of Preparation

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.

3. Summary of significant accounting policies

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.

Cash flow hedge

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.

New standards, amendments to standards and interpretations:

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current reporting period and subsequent reporting periods. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

Standards effective for year ended 31 December 2009

IAS 1 (Revised) "Presentation of Financial Statements"

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.

IFRS 8 "Operating Segments"

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.

IAS 23 (Amendment) "Borrowing Costs"

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.

IFRS 2 (Amendment) "Share Based Payment" – Vesting Conditions and Cancellations

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.

IAS 32 (Amendment) "Financial Instruments: Presentation" and IAS 1 (Amendment) "Presentation of Financial Statements" – Puttable Financial Instruments

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.

IAS 39 (Amended) "Financial Instruments: Recognition and Measurement" – Eligible Hedged Items

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.

Interpretations effective for year ended 31 December 2009

IFRIC 13 – Customer Loyalty Programmes

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.

IFRIC 15 - Agreements for the construction of real estate

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.

IFRIC 16 - Hedges of a net investment in a foreign operation

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.

Standards effective after year ended 31 December 2009

IFRS 3 (Revised) "Business Combinations" and IAS 27 (Amended) "Consolidated and Separate Financial Statements" (effective for annual periods beginning on or after 1 July 2009)

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.

Interpretations effective after year ended 31 December 2009

IFRIC 17 "Distributions of non-cash assets to owners" (effective for annual periods beginning on or after 1 July 2009)

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.

IFRIC 18 "Transfers of assets from customers" (effective for transfers of assets received on or after 1 July 2009)

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.

4. Critical accounting estimates and judgements

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.

4.1 Critical accounting estimates and assumptions

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.

4.1.1 Income Taxes

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.

4.1.2 Estimated impairment of goodwill

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).

4.2 Critical judgements in applying the entity's accounting policies

There are no areas that Management required to make critical judgements in applying accounting policies.

Notes to the Financial Statements Frigoglass S.A.I.C

in € 000's

Note 5 - Segmental Information

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.

  1. Ice Cold Merchandise ( ICM ) Operation, 2. Nigeria Operation, 3. Plastics Operation Taking into acount the above, the categorization of the Group's operations in business segments is the following:

The consolidated balance sheet and profit & loss accounts per business segments are described below:

Analysis per Business segment :

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 / income -7.033 491 -13 -6.555
Profit / before income tax 2.364 9.000 -150 11.214
Taxation -491 -2.277 20 -2.748
Profit / after income tax expenses 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 / from Restructuring
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 / income -6.164 -885 -15 -7.064
Profit / before income tax 53.513 6.431 829 60.773
Taxation -14.155 -2.080 -146 -16.381
Profit / after income tax
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 / from Restructuring
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.

Sales Analysis per Geographical area (Based on customer location) : in € 000's

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: 9% to 18% over the five year forecast period - Perpetuity growth rate: 2% - Discount rate: 15%

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

Note 10 - Other debtors

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

Note 11- Cash & Cash Equivalents

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

Note 14 -

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

Share Capital:

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 / sold -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 / sold -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.

The following table summarizes information for Stock Option Plan

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:

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

in € 000's

Note 16 - Other Reserves

Consolidated

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

Parent Company

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.

in € 000's

Note 17 - Financial Expenses

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 / on derivative financial
instruments 1.159 1.252
Net Finance Cost 6.555 7.064 2.758 919

Note 18 - Income Tax

Unaudited Tax Years

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 .

Note 19 -Commitments

Capital Commitments

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.)

Note 20 - Related Party Transactions

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.

c) Other Operating Income: Parent Company

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 - - - -

Note 21 - Earnings per share

Basic & Diluted earnings per share

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

Note 22 -Contingent Liabilities

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

Note 23 - Business Combinations

Acquisition of SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. (Constantinople, Turkey)

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 / after Tax:
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

Note 24 - Seasonality of Operations

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.

Note 25 - Post-Balance Sheet Events

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.

Note 26 - Average number of personnel

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

Note 27 - Clarifications regarding the comparative data for the previous year

Amounts of the previous periods have not been reclassified.

Note 28 - /Gains from restructuring activities

The losses from restructuring activities refer to the restructuring in Hellas, Poland, Norway, Turkey, Romania and Russia.

in € 000's

Note 29 - Derivative Financial Instruments

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.

FRIGOGLASS S.A.I.C. COMMERCIAL REFRIGERATORS

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 / net of tax –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 / sold –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
/ Loss from disposal of PPE & intangible assets
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 / sold –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 / net of tax for the Group include the Foreign Currency translation (consolidation) amounting to -11,671
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 / net of tax for the Parent Company.
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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