Annual / Quarterly Financial Statement • Sep 22, 2015
Annual / Quarterly Financial Statement
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These financial statements have been translated from the original statutory financial statements that have been prepared in the Hellenic language. In the event that differences exist between this translation and the original Hellenic language financial statements, the Hellenic language financial statements will prevail over this document this document.
FRIGOGLASS S.A.I.C Commercial Refrigerators Commercial Refrigerators15, A. Metaxa Street GR-145 64 Kifissia Athens - Hellas
It is confirmed that the present Interim Financial Statements (pages 2- 40) 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 9th of May 2011.
The present Interim 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.
It is asserted that for the preparation of the Financial Statements the following are responsible:
Haralambos David Petros Diamantides
Panagiotis Tabourlos Vassilios Stergiou
| Table of Contents | Pages | |
|---|---|---|
| 1. Balance Sheet | 4 | |
| 2. Income Statement | 5 | |
| 3. Statement of Comprehensive Income | 6 | |
| 4. Statement of Changes in Equity | 7-8 | |
| 5. Cash Flow Statement | 9 | |
| 6. Notes to the financial statements | ||
| (1) | General information | 10 |
| (2) | Basis of preparation | 10 |
| (3) | Principal accounting policies | 11-14 |
| (4) | Critical accounting estimates and judgments | 14 |
| (5) | Segment information | 15-21 |
| (6) | Property, plant & equipment | 22-23 |
| (7) | Intangible assets | 24-25 |
| (8) | Inventories | 26 |
| (9) | Trade debtors | 26 |
| (10) | Other debtors | 27 |
| (11) | Cash & Cash equivalents | 27 |
| (12) | Other creditors | 27 |
| (13) | Non-current & current borrowings | 28-29 |
| (14) | Investments in subsidiaries | 30 |
| (15) | Share capital, treasury shares, dividends & share options | 31-33 |
| (16) | Other reserves | 34 |
| (17) | Financial expenses | 35 |
| (18) | Income Tax | 35 |
| (19) | Commitments | 36 |
| (20) | Related party transactions | 36-37 |
| (21) | Earnings per share | 38 |
| (22) | Contingent liabilities | 38 |
| (23) | Seasonality of Operations | 39 |
| (24) | Post-balance sheet events | 39 |
| (25) | Average number of personnel | 39 |
| (26) | Clarifications regarding the comparative data for the previous year | 39 |
| (27) | Derivative financial instruments | 40 |
| 31/03/2011 31/12/2010 31/03/2011 31/12/2010 Assets: Property, Plant & Equipment 6 162.112 169.815 8.143 8.285 Intangible assets 7 39.286 39.048 5.837 5.757 Investments in subsidiaries 14 - - 58.045 77.458 Deferred income tax assets 13.895 12.627 3.920 3.739 Other long term assets 657 626 269 270 Derivative financial instruments 27 - 57 - 57 Total non current assets 215.950 222.173 76.214 95.566 Inventories 8 169.139 135.905 9.634 5.801 Trade receivables 9 153.944 92.038 29.617 22.553 Other receivables 10 25.796 20.653 1.224 851 Income tax advances 6.609 7.125 2.411 2.206 - Intergroup receivables 20 - 28.162 26.940 11 Cash & cash equivalents 43.425 79.967 21.334 15.779 Derivative financial instruments 27 2.782 2.798 1.321 988 Total current assets 401.695 338.486 93.703 75.118 Total assets 617.645 560.659 169.917 170.684 Liabilities: Long term borrowings 13 31.754 43.919 - 12.000 Deferred Income tax liabilities 13.122 13.340 - - Retirement benefit obligations 14.349 14.416 6.469 6.233 Provisions for other liabilities & charges 8.911 8.226 451 451 Deferred income from government grants 107 115 89 93 Derivative financial instruments 27 - - - - Total non current liabilities 68.243 80.016 7.009 18.777 Trade payables 90.231 75.205 6.405 7.413 12 Other payables 33.092 47.250 5.999 10.113 Current income tax liabilities 4.288 4.712 111 - Intergroup payables 20 - - 28.961 21.375 Short term borrowings 13 275.661 208.771 92.593 84.604 Derivative financial instruments 27 411 767 23 212 Total current liabilities 403.683 336.705 134.092 123.717 Total liabilities 471.926 416.721 141.101 142.494 Equity: Share capital 15 12.108 12.069 12.108 12.069 Share premium 15 3.852 3.167 3.852 3.167 Treasury shares 15 (15.343) (15.343) (15.343) (15.343) Other reserves 16 9.879 14.966 24.655 24.616 Retained earnings 105.870 99.302 3.544 3.681 Total Shareholders Equity 116.366 114.161 28.816 28.190 Non controlling interest 29.353 29.777 - - Total Equity 145.719 143.938 28.816 28.190 Total Liabilities & Equity 617.645 560.659 169.917 170.684 |
Note | Consolidated | Parent Company | |
|---|---|---|---|---|
in € 000's
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| Note | Three months ended | Three months ended | |||
| 31/03/2011 | 31/03/2010 | 31/03/2011 | 31/03/2010 | ||
| Net sales revenue | 5 | 134.826 | 93.213 | 21.316 | 9.592 |
| Cost of goods sold | (102.916) | (71.450) | (18.401) | (8.407) | |
| Gross profit | 31.910 | 21.763 | 2.915 | 1.185 | |
| Administrative expenses | (6.831) | (5.839) | (4.920) | (4.230) | |
| Selling, distribution & marketing expenses | (7.703) | (5.721) | (1.883) | (1.649) | |
| Research & development expenses | (1.164) | (1.072) | (611) | (590) | |
| Other operating income | 20 | 347 | 806 | 5.102 | 4.223 |
| Other |
(26) | 50 | - | 17 | |
| Operating Profit / |
16.533 | 9.987 | 603 | (1.044) | |
| Finance |
17 | (3.260) | (2.700) | (768) | 35 |
| Profit / |
13.273 | 7.287 | (165) | (1.009) | |
| Income tax expense | 18 | (3.293) | (1.819) | 28 | 172 |
| Profit / |
9.980 | 5.468 | (137) | (837) | |
| Attributable to: | |||||
| Non controlling interest | 1.251 | 757 | - | - | |
| Shareholders | 8.729 | 4.711 | (137) | (837) | |
| Depreciation | 6.219 | 6.018 | 652 | 678 | |
| Earnings / and amortization (EBITDA) |
22.752 | 16.005 | 1.255 | (366) | |
| Amounts in € | Amounts in € | ||||
|---|---|---|---|---|---|
| Earnings / |
|||||
| - Basic | 21 | 0,2331 | 0,1241 | (0,0037) | (0,0220) |
| - Diluted | 21 | 0,2309 | 0,1233 | (0,0036) | (0,0219) |
in € 000's
| Consolidated | |||
|---|---|---|---|
| Three months ended | |||
| 31/03/2011 | 31/03/2010 | ||
| Profit / |
|||
| (Income Statement) | 9.980 | 5.468 | |
| Currency translation difference | (8.038) | 8.440 | |
| Cash Flow Hedges: | |||
| - Net changes in fair Value, net of taxes | (14) | 1.036 | |
| - Transfer to net profit, net of taxes | (910) | (179) | |
| Other comprehensive income / |
(8.962) | 9.297 | |
| Total comprehensive income / |
1.018 | 14.765 | |
| Attributable to: | |||
| - Non controlling interest | (424) | 2.369 | |
| - Shareholders | 1.442 | 12.396 | |
| 1.018 | 14.765 | ||
| Parent Company | ||
|---|---|---|
| Three months ended | ||
| 31/03/2011 | 31/03/2010 | |
| Profit / |
||
| (Income Statement) | (137) | (837) |
| Other comprehensive income / |
- | - |
| Total comprehensive income / |
(137) | (837) |
| Attributable to: | ||
| - Non controlling interest | - | - |
| - Shareholders | (137) | (837) |
| (137) | (837) |
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium |
Treasury Shares |
Other reserves |
Retained earnings |
Total Shareholders Equity |
Minority Interest |
Total Equity |
|
| Balance at 01/01/2010 | 12.060 | 3.009 | (9.696) | 5.902 | 83.823 | 95.098 | 23.823 | 118.921 |
| Total comprehensive income / | ||||||||
| - - | - | 7.410 | 4.986 | 12.396 | 2.369 | 14.765 | ||
| - - | (1.272) | - | - | (1.272) | - | (1.272) | ||
| Transfers between reserves | - - | - | 2.193 | (2.193) | - | - | - | |
| Balance at 31/03/2010 | 12.060 | 3.009 | (10.968) | 15.505 | 86.616 | 106.222 | 26.192 | 132.414 |
| Balance at 01/04/2010 | 12.060 | 3.009 | (10.968) | 15.505 | 86.616 | 106.222 | 26.192 | 132.414 |
| Total comprehensive income / |
||||||||
| net of taxes | - - | - | (789) | 16.706 | 15.917 | 3.977 | 19.894 | |
| Dividends to shareholders (note 15) | - - | - | - | (4.020) | (4.020) | - | (4.020) | |
| Dividends to Non controlling interest | - | - | - | - | - | - | (392) | (392) |
| - - | (4.375) | - | - | (4.375) | - | (4.375) | ||
| Shares issued to employees exercising | ||||||||
| share options | 158 9 | - | (31) | - | 136 | - | 136 | |
| Share option reserve | - - | - | 281 | - | 281 | - | 281 | |
| Balance at 31/12/2010 | 12.069 | 3.167 | (15.343) | 14.966 | 99.302 | 114.161 | 29.777 | 143.938 |
| Balance at 01/01/2011 | 12.069 | 3.167 | (15.343) | 14.966 | 99.302 | 114.161 | 29.777 | 143.938 |
| Total comprehensive income / | ||||||||
| - - | - | (5.126) | 6.568 | 1.442 | (424) | 1.018 | ||
| Shares issued to employees exercising | ||||||||
| share options | 39 | 685 | - | (132) | - | 592 | - | 592 |
| Share option reserve | - - | - | 171 | - | 171 | - | 171 |
Balance at 31/03/2011 12.108 3.852 (15.343) 9.879 105.870 116.366 29.353 145.719
in € 000's
| Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium |
Treasury Shares |
Other reserves |
Retained earnings |
Total Equity |
|||
| Balance at 01/01/2010 | 12.060 | 3.009 | (9.696) | 24.366 | 10.800 | 40.539 | ||
| Total comprehensive income / net of taxes |
- | - | - | - | (837) | (837) | ||
| - | - | (1.272) | - | - | (1.272) | |||
| Balance at 31/03/2010 | 12.060 | 3.009 | (10.968) | 24.366 | 9.963 | 38.430 | ||
| Balance at 01/04/2010 | 12.060 | 3.009 | (10.968) | 24.366 | 9.963 | 38.430 | ||
| Total comprehensive income / |
||||||||
| net of taxes | - | - | - | - | (2.262) | (2.262) | ||
| Dividends to shareholders (note 15) | - | - | - | - | (4.020) | (4.020) | ||
| - | - | (4.375) | - | - | (4.375) | |||
| Shares issued to employees exercising | ||||||||
| share options | 9 | 158 | - | (31) | - | 136 | ||
| Share option reserve | - | - | - | 281 | - | 281 | ||
| Balance at 31/12/2010 | 12.069 | 3.167 | (15.343) | 24.616 | 3.681 | 28.190 | ||
| Balance at 01/01/2011 | 12.069 | 3.167 | (15.343) | 24.616 | 3.681 | 28.190 | ||
| Total comprehensive income / |
||||||||
| net of taxes | - | - | - | - | (137) | (137) | ||
| Shares issued to employees exercising | ||||||||
| share options | 39 | 685 | - | (132) | - | 592 |
Share option reserve - - - 171 - 171 Balance at 31/03/2011 12.108 3.852 (15.343) 24.655 3.544 28.816
in € 000's
| Consolidated | Parent Company | |||||
|---|---|---|---|---|---|---|
| Note | Three months ended | Three months ended | ||||
| 31/03/2011 | 31/03/2010 | 31/03/2011 | 31/03/2010 | |||
| Cash Flow from operating activities | ||||||
| Profit / |
13.273 | 7.287 | (165) | (1.009) | ||
| Adjustments for: | ||||||
| Depreciation | 6.219 | 6.018 | 652 | 678 | ||
| Provisions | 870 | 478 | (51) | 262 | ||
| & intangible assets | 26 | (50) | - | (17) | ||
| Changes in Working Capital: | ||||||
| Decrease / (increase) of inventories | (33.234) | (14.136) | (3.833) | (352) | ||
| Decrease / (increase) of trade receivables | (61.906) | (32.792) | (7.064) | (4.126) | ||
| Decrease / (increase) of intergroup receivables | 20 | - | - | (1.222) | (3.744) | |
| Decrease / (increase) of other receivables | (5.143) | (5.807) | (373) | 331 | ||
| Decrease / (increase) of other long term receivables | (31) | (57) | 1 | (3) | ||
| (Decrease) / increase of trade payables | 15.026 | 4.941 | (1.008) | (481) | ||
| (Decrease) / increase of intergroup payables | 20 | - | - | 7.586 | (1.616) | |
| (Decrease) / increase of other liabilities (excluding | ||||||
| borrowing) | (14.153) | (8.627) | (4.109) | (2.717) | ||
| Less: | ||||||
| Income taxes paid | (4.061) | (3.087) | (192) | (1.837) | ||
| (a) Net cash generated from operating activities | (83.114) | (45.832) | (9.778) | (14.631) | ||
| Cash Flow from investing activities | ||||||
| Purchase of property, plant and equipment | 6 | (3.214) | (5.402) | (118) | (34) | |
| Purchase of intangible assets | 7 | (1.334) | (947) | (539) | (575) | |
| Proceeds from subsidiaries' share capital reduction | 14 | - | - | 19.413 | - | |
| Proceeds from disposal of property, plant, equipment and | ||||||
| intangible assets | 8 | 161 | - | 450 | ||
| (b) Net cash generated from investing activities | (4.540) | (6.188) | 18.756 | (159) | ||
| Net cash generated from operating and investing | ||||||
| activities (a) + (b) | (87.654) | (52.020) | 8.978 | (14.790) | ||
| Cash Flow from financing activities | ||||||
| Increase / (decrease) of borrowing | 54.725 | 81.742 | (4.011) | 24.754 | ||
| Dividends paid to shareholders | (5) | (20) | (5) | (20) | ||
| 15 | - | (1.272) | - | (1.272) | ||
| Proceeds from issue of shares to employees | 15 | 593 | - | 593 | - | |
| (c) Net cash generated from financing activities | 55.313 | 80.450 | (3.423) | 23.462 | ||
| Net increase / (decrease) in cash and cash | ||||||
| equivalents (a) + (b) + (c) | (32.341) | 28.430 | 5.555 | 8.672 | ||
| Cash and cash equivalents at the beginning | ||||||
| of the year | 79.967 | 42.773 | 15.779 | 14.542 | ||
| Effects of changes in exchange rate | (4.201) | 5.206 | - | - | ||
| Cash and cash equivalents at the end of the year | 43.425 | 76.409 | 21.334 | 23.214 |
These financial statements include the financial statements of the Parent Company FRIGOGLASS S.A.I.C. (the "Company") and the consolidated 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, Africa and America.
The Company is a limited liability company incorporated and based in Kifissia, Attica. The Company's' shares are listed on the Athens Stock Exchange.
The address of its registered office is:
15, A. Metaxa Street GR 145 64, Kifissia Athens, Hellas
The company's web page is: www.frigoglass.com
This condensed interim financial information for the three months ended 31 March 2011 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 2010 that is available on the company's web page www.frigoglass.com.
The accounting policies adopted in preparing this condensed interim financial information are consistent with those described in the Company and Group annual financial statements for the year ended 31 December 2010.
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 2010.
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 these interim financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
This amendment attempts to reduce disclosures of transactions between governmentrelated entities and clarify related-party definition. More specifically, it removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities, clarifies and simplifies the definition of a related party and requires the disclosure not only of the relationships, transactions and outstanding balances between related parties, but of commitments as well in both the consolidated and the individual financial statements. This revision does not affect the Group's financial statements.
This amendment clarifies how certain rights issues should be classified. In particular, based on this amendment, rights, options or warrants to acquire a fixed number of the entity's own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. This amendment is not relevant to the Group.
This interpretation addresses the accounting by the entity that issues equity instruments to a creditor in order to settle, in full or in part, a financial liability. This interpretation is not relevant to the Group.
The amendments apply in limited circumstances: when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendments permit such an entity to treat the benefit of such an early payment as an asset. This interpretation is not relevant to the Group.
The amendments set out below describe the key changes to IFRSs following the publication in May 2010 of the results of the IASB's annual improvements project. Unless otherwise stated the following amendments do not have a material impact on the Group's financial statements.
The amendments provide additional guidance with respect to: (i) contingent consideration arrangements arising from business combinations with acquisition dates preceding the application of IFRS 3 (2008); (ii) measuring non-controlling interests; and (iii) accounting for share-based payment transactions that are part of a business combination, including un-replaced and voluntarily replaced share-based payment awards.
The amendments include multiple clarifications related to the disclosure of financial instruments.
The amendment clarifies that entities may present an analysis of the components of other comprehensive income either in the statement of changes in equity or within the notes.
The amendment clarifies that the consequential amendments to IAS 21, IAS 28 and IAS 31 resulting from the 2008 revisions to IAS 27 are to be applied prospectively.
The amendment places greater emphasis on the disclosure principles that should be applied with respect to significant events and transactions, including changes to fair value measurements, and the need to update relevant information from the most recent annual report.
The amendment clarifies the meaning of the term 'fair value' in the context of measuring award credits under customer loyalty programmes.
(effective for annual periods beginning on or after 1 January 2013)
IFRS 9 is the first Phase of the Board's project to replace IAS 39 and deals with the classification and measurement of financial assets and financial liabilities. The IASB intends to expand IFRS 9 in subsequent phases in order to add new requirements for impairment and hedge accounting. The Group is currently investigating the impact of IFRS 9 on its financial statements. The Group cannot currently early adopt IFRS 9 as it has not been endorsed by the EU. Only once approved will the Group decide if IFRS 9 will be adopted prior to 1 January 2013.
(effective for annual periods beginning on or after 1 January 2012)
The amendment to IAS 12 provides a practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model in IAS 40 "Investment Property". This amendment has not yet been endorsed by the EU.
(effective for annual periods beginning on or after 1 July 2011)
This amendment sets out disclosure requirements for transferred financial assets not derecognised in their entirety as well as on transferred financial assets derecognised in their entirety but in which the reporting entity has continuing involvement. It also provides guidance on applying the disclosure requirements. This amendment has not yet been endorsed by the EU.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances.
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year concern income tax.
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required by the Group Management in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. If the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax.
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.6.1. of the annual financial statements. The recoverable amounts of cash-generating units have been determined based on value-inuse calculations. These calculations require the use of estimates (see Note 7).
There are no areas that Management required to make critical judgements in applying accounting policies.
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. Taking into account the above, the categorization of the Group's operations in business segments is the following:
The consolidated Balance Sheet and the Income Statement per business segment are presented below:
| Three months ended | Three months ended | ||||||
|---|---|---|---|---|---|---|---|
| 31/03/2011 | 31/03/2010 | ||||||
| ICM | Glass Operations |
Total | ICM | Glass Operations |
Total | ||
| Net sales revenue | 109.811 | 25.015 | 134.826 | 78.309 | 14.904 | 93.213 | |
| Operating Profit / |
11.897 | 4.636 | 16.533 | 6.955 | 3.032 | 9.987 | |
| Finance |
(2.834) | (426) | (3.260) | (2.676) | (24) | (2.700) | |
| Profit / |
9.063 | 4.210 | 13.273 | 4.279 | 3.008 | 7.287 | |
| Income tax expense | (2.197) | (1.096) | (3.293) | (1.070) | (749) | (1.819) | |
| Profit / |
6.866 | 3.114 | 9.980 | 3.209 | 2.259 | 5.468 | |
| Profit / to the shareholders of the company |
6.811 | 1.918 | 8.729 | 3.015 3.895 |
1.696 2.123 |
4.711 | |
| Depreciation | 3.837 | 2.382 | 6.219 | 3.895 | 2.123 | 6.018 | |
| Earnings / depreciation and amortization (EBITDA) |
15.734 | 7.018 | 22.752 | 10.850 | 5.155 | 16.005 | |
| Impairment of trade debtors | 74 | - | 74 | 172 | 75 | 247 | |
| Impairment of inventory | 69 | 109 | 178 | 155 | 104 | 259 |
| Y-o-Y % | |||
|---|---|---|---|
| 31/03/2011 vs 31/03/2010 | |||
| ICM | Glass Operations |
Total | |
| Net sales revenue | 40% 68% |
45% | |
| Operating Profit / |
71% 53% |
66% | |
| Earnings / (EBITDA) |
45% 36% |
42% |
| Three months ended | Year ended | ||||||
|---|---|---|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | ||||||
| ICM | Glass Operations |
Total | ICM | Glass Operations |
Total | ||
| Total assets | 510.578 | 107.067 | 617.645 | 451.016 | 109.643 | 560.659 | |
| Total liabilities | 436.991 | 34.935 | 471.926 | 378.737 | 37.984 | 416.721 | |
| Capital expenditure | 3.786 | 762 | 4.548 | 15.844 | 14.796 | 30.640 | |
| (Note 6 & 7) |
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Three months ended | ||||||
| % Y-o-Y | 31/03/2011 | 31/03/2010 | 31/03/2009 | 31/03/2008 | ||
| Total Sales | ||||||
| East Europe | 80,7% | 42.712 | 23.637 | 10.289 | 87.743 | |
| West Europe | 86,2% | 26.712 | 14.344 | 14.850 | 35.428 | |
| Africa / Middle East | 34,1% | 37.990 | 28.328 | 32.446 | 33.898 | |
| Asia/Oceania | -2,7% | 24.536 | 25.209 | 16.044 | 8.867 | |
| America | 69,7% | 2.876 | 1.695 | - | - | |
| Grand Total | 44,6% | 134.826 | 93.213 | 73.629 | 165.936 | |
| ICM | ||||||
| East Europe | 80,7% | 42.712 | 23.637 | 10.289 | 87.743 | |
| West Europe | 86,2% | 26.712 | 14.344 | 14.850 | 35.428 | |
| Africa / Middle East | -3,3% | 12.975 | 13.424 | 14.960 | 18.989 | |
| Asia/Oceania | -2,7% | 24.536 | 25.209 | 16.044 | 8.867 | |
| America | 69,7% | 2.876 | 1.695 | - | - | |
| Total | 40,2% | 109.811 | 78.309 | 56.143 | 151.027 | |
| Glass Operations | ||||||
| Africa / Nigeria | 67,8% | 25.015 | 14.904 | 17.486 | 14.909 | |
| Total | 67,8% | 25.015 | 14.904 | 17.486 | 14.909 | |
| Grand Total | 44,6% | 134.826 | 93.213 | 73.629 | 165.936 | |
| Glass Operations - in 000's Naira | 69,1% | 5.155.300 | 3.048.029 | 3.274.976 | 2.616.706 |
The contribution to the net sales revenue of the Group per geographical area (based on customers location) is presented at the following charts:
| Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended | ||||||||
| Total net sales revenue | 31/03/2011 | 31/03/2010 | 31/03/2009 | 31/03/2008 | ||||
| East Europe | 544 | 98 | 136 | 2.032 | ||||
| West Europe | 16.717 | 4.074 | 4.483 | 11.195 | ||||
| Africa / Middle East | 2.862 | 3.853 | 9.084 | 11.950 | ||||
| Asia/Oceania | 253 | 332 | 204 | 94 | ||||
| America | 94 | - | - | - | ||||
| Intergroup sales revenue | 846 | 1.235 | 2.338 | 9.823 | ||||
| Grand total | 21.316 | 9.592 | 16.245 | 35.094 |
Net sales revenue analysis per geographical area (based on customer location)
| 31/03/2011 31/12/2010 | 31/12/2009 | 31/12/2008 | 31/12/2007 | ||
|---|---|---|---|---|---|
| East Europe | 42.712 | 131.436 | 69.526 | 194.099 | 205.982 |
| West Europe | 26.712 | 72.260 | 65.895 | 118.920 | 129.958 |
| Africa / Middle East | 12.975 | 75.422 | 62.104 | 73.631 | 48.050 |
| Asia/Oceania | 24.536 | 88.818 | 75.269 | 42.785 | 22.550 |
| America | 2.876 | 7.293 | 1.116 | 205 | 112 |
| Grand Total | 109.811 | 375.229 | 273.910 | 429.640 | 406.652 |
The above amounts have been adjusted by the Logistics Revenue so as to be comparable with the figures of 2010.
The contribution to the net sales revenue of ICM Segment per geographical area (based on customers location) is presented at the following charts:
The ICM net sales revenue analysis per customer group is as follows:
| ICM Business Segment | |||||
|---|---|---|---|---|---|
| % Y-o-Y | 31/03/2011 | % of Total | 31/03/2010 | % of Total | |
| Coca-Cola Hellenic | 242,0% | 33.895 | 31% | 9.912 | 13% |
| Other Coca-Cola bottlers | 3,0% | 36.349 | 33% | 35.302 | 45% |
| Breweries | 16,2% | 21.069 | 19% | 18.132 | 23% |
| Other | 23,6% | 18.498 | 17% | 14.963 | 19% |
| Grand Total | 40,2% | 109.811 | 100% | 78.309 | 100% |
The contribution to the net sales revenue of ICM Segment per geographical area (based on customers location) is presented at the following charts:
| Consolidated | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Net sales revenue | 457.220 | 346.655 | 500.703 | 466.060 | 410.789 |
| Gross profit | 106.777 | 73.036 | 113.939 | 122.981 | 110.029 |
| Gross profit - % | 23,4% | 21,1% | 22,8% | 26,4% | 26,8% |
| Operating Profit / |
49.276 | 28.944 | 47.327 | 71.261 | 62.725 |
| Operating Profit / |
10,8% | 8,3% | 9,5% | 15,3% | 15,3% |
| - | (444) | (14.618) | (783) | (966) | |
| Operating Profit / from restructuring activities |
49.276 | 29.388 | 61.945 | 72.044 | 63.691 |
| Depreciation | 24.953 | 23.965 | 23.574 | 18.509 | 16.624 |
| Earnings / and amortization (EBITDA) |
74.229 | 53.353 | 85.519 | 90.553 | 80.315 |
| EBITDA % | 16,2% | 15,4% | 17,1% | 19,4% | 19,6% |
| Profit / |
34.887 | 16.885 | 34.083 | 65.904 | 56.444 |
| Income tax expense | 9.433 | 4.235 | 10.691 | 17.977 | 16.413 |
| Tax - Special lump sum contribution L. 3808/2009 | - | 5.496 | - | - | - |
| Profit / |
25.454 | 7.154 | 23.392 | 47.927 | 40.031 |
| Profit / controlling interest |
20.535 | 3.041 | 19.455 | 45.455 | 38.487 |
| Capital Expenditure | 30.640 | 17.885 | 29.531 | 54.638 | 24.320 |
| Tangible and Intangible Assets | 208.863 | 198.364 | 203.690 | 155.800 | 122.221 |
| Dividends to Shareholders | 4.020 | - | 39.396 | 12.800 | 8.000 |
| Share Capital Decrease | - | - | 36.181 | ||
| Total Shareholders Equity | 114.161 | 95.098 | 107.949 | 177.038 | 142.403 |
| Total Equity | 143.938 | 118.921 | 131.232 | 199.515 | 162.246 |
| Net Debt | 172.723 | 167.509 | 179.707 | 47.719 | 35.178 |
| Net Debt / Total Equity | 120% | 141% | 137% | 24% | 22% |
| Ice Cold Merchandise (ICM) Operations | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Net sales revenue | 375.229 | 273.910 | 429.640 | 406.652 | 361.028 |
| Contribution to the Consolidated net sales revenue | 82,1% | 79,0% | 85,8% | 87,3% | 87,9% |
| Operating Profit / |
33.632 | 15.396 | 32.943 | 64.302 | 57.834 |
| - | (444) | (14.618) | (54) | (743) | |
| Operating Profit / from restructuring activities |
33.632 | 15.840 | 47.561 | 64.356 | 58.577 |
| Depreciation | 15.286 | 15.304 | 14.899 | 10.901 | 10.154 |
| Earnings / and amortization (EBITDA) |
48.918 | 31.144 | 62.460 | 75.257 | 68.731 |
| EBITDA % | 13,0% | 11,4% | 14,5% | 18,5% | 19,0% |
| Profit / |
19.522 | 3.473 | 20.670 | 59.495 | 52.073 |
| Income tax expense | 5.909 | 691 | 7.680 | 16.224 | 15.295 |
| Tax - Special lump sum contribution L. 3808/2009 | - | 5.496 | - | - | - |
| Profit / |
13.613 | (2.714) | 12.990 | 43.271 | 36.778 |
| Profit / controlling interest |
13.093 | (2.826) | 13.000 | 42.966 | 36.369 |
| Capital Expenditure | 15.844 | 12.050 | 20.817 | 30.448 | 17.313 |
| Glass Operations | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Net sales revenue | 81.991 | 72.745 | 71.063 | 59.408 | 49.761 |
| Contribution to the Consolidated net sales revenue | 17,9% | 21,0% | 14,2% | 12,7% | 12,1% |
| Operating Profit / |
15.644 | 13.548 | 14.384 | 6.959 | 4.891 |
| - | - | - | (729) | (223) | |
| Operating Profit / from restructuring activities |
15.644 | 13.548 | 14.384 | 7.688 | 5.114 |
| Depreciation | 9.667 | 8.661 | 8.675 | 7.608 | 6.470 |
| Earnings / and amortization (EBITDA) |
25.311 | 22.209 | 23.059 | 15.296 | 11.584 |
| EBITDA % | 30,9% | 30,5% | 32,4% | 25,7% | 23,3% |
| Profit / |
15.365 | 13.412 | 13.413 | 6.409 | 4.371 |
| Income tax expense | 3.524 | 3.544 | 3.011 | 1.753 | 1.118 |
| Tax - Special lump sum contribution L. 3808/2009 | - | - | - | - | - |
| Profit / |
11.841 | 9.868 | 10.402 | 4.656 | 3.253 |
| Profit / controlling interest |
7.442 | 5.867 | 6.455 | 2.489 | 2.118 |
| Capital Expenditure | 14.796 | 5.835 | 8.714 | 24.190 | 7.007 |
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | |||
| Cost | ||||||||
| Opening balance at 01/01/2011 | 10.358 | 71.964 | 221.984 | 4.132 | 13.696 | 322.134 | ||
| Additions | - | 218 | 2.568 | 222 | 206 | 3.214 | ||
| Disposals | - | - | (29) | (82) | (72) | (183) | ||
| Transfer to / from & reclassification | - | 70 | (881) | 763 | 48 | - | ||
| Exchange differences | (299) | (1.263) | (8.060) | (194) | (305) | (10.121) | ||
| Closing balance at 31/03/2011 | 10.059 | 70.989 | 215.582 | 4.841 | 13.573 | 315.044 | ||
| Accumulated Depreciation | ||||||||
| Opening balance at 01/01/2011 | - | 19.208 | 119.135 | 2.953 | 11.023 | 152.319 | ||
| Additions | - | 677 | 4.377 | 136 | 264 | 5.454 | ||
| Disposals | - | - | (12) | (73) | (64) | (149) | ||
| Transfer to / from & reclassification | - | 66 | (694) | 595 | 33 | - | ||
| Exchange differences | - | (246) | (4.099) | (131) | (216) | (4.692) | ||
| Closing balance at 31/03/2011 | - | 19.705 | 118.707 | 3.480 | 11.040 | 152.932 | ||
| Net book value at 31/03/2011 | 10.059 | 51.284 | 96.875 | 1.361 | 2.533 | 162.112 |
| Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery Motor technical vehicles installation |
Furniture & fixtures |
Total | |||||
| Cost | |||||||||
| Opening balance at 01/01/2010 | 9.964 | 70.301 | 194.859 | 4.037 | 12.803 | 291.964 | |||
| Additions | - | 24 | 5.154 | 132 | 92 | 5.402 | |||
| Disposals | - | - | (287) | (47) | (49) | (383) | |||
| Transfer to / from & reclassification | - | 105 | (112) | - | 7 | - | |||
| Exchange differences | 385 | 1.928 | 8.079 | 141 | 360 | 10.893 | |||
| Closing balance as at 31/03/2010 | 10.349 | 72.358 | 207.693 | 4.263 | 13.213 | 307.876 | |||
| Accumulated Depreciation | |||||||||
| Opening balance at 01/01/2010 | - | 17.326 | 101.012 | 2.733 | 9.945 | 131.016 | |||
| Additions | - | 664 | 3.941 | 153 | 288 | 5.046 | |||
| Disposals | - | - | (195) | (30) | (47) | (272) | |||
| Exchange differences | - | 451 | 3.752 | 74 | 258 | 4.535 | |||
| Closing balance as at 31/03/2010 | - | 18.441 | 108.510 | 2.930 | 10.444 | 140.325 | |||
| Net book value at 31/03/2010 | 10.349 | 53.917 | 99.183 | 1.333 | 2.769 | 167.551 |
The total value of pledged assets for the Group as at 31/03/2011 was € 3.3 mil and (31/12/2010: 2.9 mil).
| Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | ||
| Cost | |||||||
| Opening balance at 01/01/2011 | 303 | 8.967 | 15.767 | 293 | 3.691 | 29.021 | |
| Additions | - | 5 | 86 | - | 27 | 118 | |
| Disposals | - | - | - | - | (5) | (5) | |
| Closing balance at 31/03/2011 | 303 | 8.972 | 15.853 | 293 | 3.713 | 29.134 | |
| Accumulated Depreciation | |||||||
| Opening balance at 01/01/2011 | - | 2.762 | 14.282 | 271 | 3.421 | 20.736 | |
| Additions | - | 103 | 117 | 2 | 38 | 260 | |
| Disposals | - | - | - | - | (5) | (5) | |
| Closing balance at 31/03/2011 | - | 2.865 | 14.399 | 273 | 3.454 | 20.991 | |
| Net book value at 31/03/2011 | 303 | 6.107 | 1.454 | 20 | 259 | 8.143 |
| Parent Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | ||||
| Cost | |||||||||
| Opening balance at 01/01/2010 | 303 | 8.952 | 15.985 | 307 | 3.669 | 29.216 | |||
| Additions | - | - | 13 | - | 21 | 34 | |||
| Disposals | - | - | (585) | (22) | - | (607) | |||
| Closing balance as at 31/03/2010 | 303 | 8.952 | 15.413 | 285 | 3.690 | 28.643 | |||
| Accumulated Depreciation | |||||||||
| Opening balance at 01/01/2010 | - | 2.351 | 14.032 | 281 | 3.265 | 19.929 | |||
| Additions | - | 103 | 122 | 4 | 67 | 296 | |||
| Disposals | - | - | (152) | (22) | - | (174) | |||
| Closing balance as at 31/03/2010 | - | 2.454 | 14.002 | 263 | 3.332 | 20.051 | |||
| Net book value at 31/03/2010 | 303 | 6.498 | 1.411 | 22 | 358 | 8.592 |
There are no pledged assets for the Parent Company as at 31/03/2011 and 31/12/2010.
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Goodwill | Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | ||
| Cost | ||||||
| Opening balance at 01/01/2011 | 19.630 | 20.002 | 9.429 | 14.873 | 63.934 | |
| Additions | - | 799 | - | 535 | 1.334 | |
| Exchange differences | - | (92) | - | (123) | (215) | |
| Closing balance at 31/03/2011 | 19.630 | 20.709 | 9.429 | 15.285 | 65.053 | |
| Accumulated Depreciation | ||||||
| Opening balance at 01/01/2011 | - | 13.307 | 2.173 | 9.406 | 24.886 | |
| Additions | - | 411 | 151 | 404 | 966 | |
| Exchange differences | - | (39) | - | (46) | (85) | |
| Closing balance at 31/03/2011 | - | 13.679 | 2.324 | 9.764 | 25.767 | |
| Net book value at 31/03/2011 | 19.630 | 7.030 | 7.105 | 5.521 | 39.286 |
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. At each balance sheet date the Group performs an analysis to assess whether the carrying amount of goodwill is recoverable. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is performed on the cash-generating units that are expected to benefit from the acquisition from which goodwill was derived.
For the existing goodwill which resulted from the business combination of SFA (Istanbul, Turkey), Frigoglass North America Ltd. Co and Baffington Road LLC (South Carolina, America ) and has been allocated to the cash generating units related to the Group's operations in Turkey and America and the respective subsidiaries.
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations are based on cash flow projections, which require the use of estimates approved by Management and covering a five year period.
The key assumptions used for the Value-in-use calculation are as follows: Discount rate (pre-tax): 14%, Gross margins: 10%-20% , Perpetuity growth rate: 2%
As at 31 December 2010, if any of the assumptions used were 10% lower or higher, the Group would not need to reduce the carrying value of goodwill.
| Consolidated | |||||
|---|---|---|---|---|---|
| Goodwill | Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | |
| Cost | |||||
| Opening balance at 01/01/2010 | 19.630 | 17.095 | 9.731 | 12.759 | 59.215 |
| Additions | - | 712 | - | 235 | 947 |
| Exchange differences | - | 169 | 19 | 189 | 377 |
| Closing balance as at 31/03/2010 | 19.630 | 17.976 | 9.750 | 13.183 | 60.539 |
| Accumulated Depreciation | |||||
| Opening balance at 01/01/2010 | - | 11.784 | 1.870 | 8.145 | 21.799 |
| Additions | - | 369 | 151 | 316 | 836 |
| Exchange differences | - | 122 | 19 | 86 | 227 |
| Closing balance as at 31/03/2010 | - | 12.275 | 2.040 | 8.547 | 22.862 |
| Net book value at 31/03/2010 | 19.630 | 5.701 | 7.710 | 4.636 | 37.677 |
| Parent Company | ||||
|---|---|---|---|---|
| Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | |
| Cost | ||||
| Opening balance at 01/01/2011 | 12.003 | 35 | 8.753 | 20.791 |
| Additions | 432 | - | 107 | 539 |
| Disposals | - | - | - | - |
| Closing balance at 31/03/2011 | 12.435 | 35 | 8.860 | 21.330 |
| Accumulated Depreciation | ||||
| Opening balance at 01/01/2011 | 8.928 | 35 | 6.071 | 15.034 |
| Additions | 243 | - | 216 | 459 |
| Disposals | - | - | - | - |
| Closing balance at 31/03/2011 | 9.171 | 35 | 6.287 | 15.493 |
| Net book value at 31/03/2011 | 3.264 | - | 2.573 | 5.837 |
| Parent Company | ||||
|---|---|---|---|---|
| Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | |
| Cost | ||||
| Opening balance at 01/01/2010 | 10.799 | 35 | 7.718 | 18.552 |
| Additions | 400 | - | 175 | 575 |
| Disposals | - | - | - | - |
| Closing balance as at 31/03/2010 | 11.199 | 35 | 7.893 | 19.127 |
| Accumulated Depreciation | ||||
| Opening balance at 01/01/2010 | 8.077 | 35 | 5.274 | 13.386 |
| Additions | 225 | - | 186 | 411 |
| Disposals | - | - | - | - |
| Closing balance as at 31/03/2010 | 8.302 | 35 | 5.460 | 13.797 |
| Net book value at 31/03/2010 | 2.897 | - | 2.433 | 5.330 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Raw materials | 104.264 | 86.200 | 4.957 | 3.179 |
| Work in progress | 7.403 | 4.564 | 305 | 216 |
| Finished goods | 64.596 | 52.498 | 4.862 | 2.896 |
| Less: Provisions | (7.124) | (7.357) | (490) | (490) |
| 169.139 | 135.905 | 9.634 | 5.801 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Trade receivables | 156.070 | 94.453 | 29.901 | 22.837 |
| Less: Provisions ( Note 35 ) | (2.126) | (2.415) | (284) | (284) |
| 153.944 | 92.038 | 29.617 | 22.553 |
The fair value of trade debtors closely approximates 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 receivables, other than provides for as at 31/03/2011.
| Analysis of provisions for trade receivables: | Consolidated | Parent Company | ||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Opening balance at 01/01 | 2.415 | 2.848 | 284 | 489 |
| Additions during the year | 71 | 640 | - | - |
| Unused amounts reversed | - | (866) | - | (205) |
| Total charges to income statement | 71 | (226) | - | (205) |
| Realised during the year | (269) | (329) | - | - |
| Arising from acquisitions | - | - | - | - |
| Exchange differences | (91) | 122 | - | - |
| Closing balance at 31/03 | 2.126 | 2.415 | 284 | 284 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| VAT receivable | 15.137 | 9.982 | 749 | 249 |
| Advances & prepayments | 7.185 | 7.061 | 467 | 95 |
| Other receivables | 3.474 | 3.610 | 8 | 507 |
| Total | 25.796 | 20.653 | 1.224 | 851 |
The fair value of other receivables closely approximates their carrying value.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Cash on hand | 109 | 64 | 2 | 3 |
| Short term bank deposits | 43.316 | 79.903 | 21.332 | 15.776 |
| Total | 43.425 | 79.967 | 21.334 | 15.779 |
The effective interest rate on short term bank deposits for March 2011 is 3.67% ( December 2010: 3.08% )
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Taxes and duties payable | 3.923 | 2.957 | 943 | 521 |
| VAT payable | 778 | 1.702 | - | - |
| Social security insurance | 1.228 | 993 | 518 | 564 |
| Dividends payable to company shareholders | 46 | 51 | 46 | 51 |
| Customers' advances | 2.572 | 15.373 | 202 | 4.791 |
| Accrued expenses | 18.699 | 20.221 | 3.654 | 3.654 |
| Other payables | 5.846 | 5.953 | 636 | 532 |
| Total | 33.092 | 47.250 | 5.999 | 10.113 |
The fair value of other creditors closely approximates their carrying value.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Bank loans | 31.754 | 31.919 | - | - |
| - | 12.000 | - | 12.000 | |
| Total non current borrowings | 31.754 | 43.919 | - | 12.000 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/12/2010 | ||
| Bank overdrafts | 11.425 | 7.910 | 2.038 | 2.949 |
| Bank loans | 156.486 | 99.161 | 12.555 | 9.655 |
| Current portion of non current bond loan | 107.750 | 101.700 | 78.000 | 72.000 |
| Total current borrowings | 275.661 | 208.771 | 92.593 | 84.604 |
| Total borrowings | 307.415 | 252.690 | 92.593 | 96.604 |
|---|---|---|---|---|
Maturity of non current borrowings
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Between 1 & 2 years | 30.459 | 42.610 | - | 12.000 |
| Between 2 & 5 years | 197 | 183 | - | - |
| Over 5 years | 1.098 | 1.126 | - | - |
| Total | 31.754 | 43.919 | - | 12.000 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Non current borrowings | 3,53% | 3,46% | 4,00% | 3,63% |
| Bank overdrafts | 5,10% | 4,87% | 6,09% | 5,86% |
| Current borrowings | 4,08% | 3,77% | 4,93% | 3,92% |
Net Debt / Total capital
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | |
| Total borrowings | 307.415 | 252.690 | 92.593 | 96.604 |
| Cash & cash equivalents | (43.425) | (79.967) | (21.334) | (15.779) |
| Net debt (A) |
263.990 | 172.723 | 71.259 | 80.825 |
| Total equity (B) | 145.719 | 143.938 | 28.816 | 28.190 |
| Total capital (C) = (A) + (B) | 409.709 | 316.661 | 100.075 | 109.015 |
| Net debt / Total capital (A) / (C) | 64,4% | 54,5% | 71,2% | 74,1% |
The foreign Currency exposure of bank borrowings is as follows:
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | |||||
| Current borrowings |
Non current borrowings |
Total | Current borrowings |
Non current borrowings |
Total | |
| - EURO | 235.026 | 30.000 | 265.026 | 178.175 | 42.000 | 220.175 |
| - USD | 21.950 | 1.699 | 23.649 | 15.785 | 1.841 | 17.626 |
| - NAIRA | 103 | 13 | 116 | 48 | 14 | 62 |
| - NOK | 7 | 42 | 49 | - | 64 | 64 |
| - CNY | 14.511 | - | 14.511 | 13.829 | - | 13.829 |
| - INR | 4.064 | - | 4.064 | 508 | - | 508 |
| - PHP | - | - | - | 426 | - | 426 |
| Total | 275.661 | 31.754 | 307.415 | 208.771 | 43.919 | 252.690 |
| Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | ||||||
| Current borrowings |
Non current borrowings |
Total | Current borrowings |
Non current borrowings |
Total | ||
| - EURO | 92.593 | - | 92.593 | 84.604 | 12.000 | 96.604 | |
| - USD | - | - | - | - | - | - | |
| Total | 92.593 | - | 92.593 | 84.604 | 12.000 | 96.604 |
The extent of the Group's and Parent company's exposure to fluctuations in interest rate due to market or contractual changes is considered to be less than six months.
In addition, at the 4th quarther of 2009 the Group has entered into Interest rate swaps derivatives financial instruments in order to hedge its exposure of interest changes.
The fair value of current and non current borrowings closely approximates their carrying value, since the company borrows at floating interest rates, which are renegotiated in periods shorter than six months.
The total value of pledged assets for the Group as at 31/03/2011 was € 3.3 mil and (31/12/2010: 2.9 mil).
There are no pledged assets for the Parent Company as at 31/03/2011 and 31/12/2010.
On 15/06/2009 the Group issued a € 75 million bond loan, in order to refinance its bank borrowings. There are no encumbrances or pledges over the Parent Company's or the Group's assets. 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 earnings before interest tax depreciation and amortization (EBITDA)
c) EBITDA to net interest expense
| Parent Company | |||||
|---|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | ||||
| Historic cost |
Provision for impairment of investments |
Net book value |
Net book value |
||
| Coolinvest Holding Limited (Cyprus) | 24.397 | (4.670) | 19.727 | 19.727 | |
| Frigorex Cyprus Limited (Cyprus) | 482 | - | 482 | 482 | |
| Letel Holding Limited (Cyprus) | 59.654 | (41.743) | 17.911 | 37.324 | |
| Nigerinvest Holding Limited (Cyprus) | 7.384 | (1.209) | 6.175 | 6.175 | |
| Frigoglass (Guangzhou) Ice Cold Equipment Co., Ltd. (China) |
- | - | - | - | |
| Frigoinvest Holdings B.V (The Netherlands) | 13.750 | - | 13.750 | 13.750 | |
| Total | 105.667 | (47.622) | 58.045 | 77.458 |
In its separate financial statements, the Parent Company accounts for investments in subsidiaries at historic cost less any impairment losses.
The subsidiaries of the Group, the country of incorporation and their shareholding status as at 31/03/2011 are described below:
| Company name & business segment | Country of incorporation |
Consolidation method |
% Shareholding |
|---|---|---|---|
| ICM Operations | |||
| Frigoglass S.A.I.C. | Hellas | Parent Company | |
| SC. Frigoglass Romania SRL | Romania | Full | 100% |
| PT Frigoglass Indonesia | Indonesia | Full | 100% |
| Frigoglass South Africa Ltd | South Africa | Full | 100% |
| Frigoglass Eurasia LLC | Russia | Full | 100% |
| Frigoglass (Guangzhou) Ice Cold Equipment Co. ,Ltd. | China | Full | 100% |
| Scandinavian Appliances A.S | Norway | Full | 100% |
| Frigoglass Ltd. | Ireland | Full | 100% |
| Frigoglass Iberica SL | Spain | Full | 100% |
| Frigoglass Sp zo.o | Poland | Full | 100% |
| Frigoglass India PVT.Ltd. | India | Full | 100% |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. Frigoglass İstanbul Sogutma Sistemleri İc ve Dis |
Turkey | Full | 98,92% |
| Ticaret A.S. | Turkey | Full | 98,92% |
| Frigoglass North America Ltd. Co | USA | Full | 100% |
| Baffington Road LLC | USA | Full | 100% |
| Frigomagna INC | Philippines | Full | 51% |
| Frigorex East Africa Ltd. | Kenya | Full | 100% |
| Frigoglass GmbH | Germany | Full | 100% |
| Frigoglass Nordic | Norway | Full | 100% |
| Frigoglass France SA | France | Full | 100% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Full | 76,03% |
| Coolinvest Holding Limited | Cyprus | Full | 100% |
| Frigorex Cyprus Limited | Cyprus | Full | 100% |
| Letel Holding Limited | Cyprus | Full | 100% |
| Norcool Holding A.S | Norway | Full | 100% |
| Frigoinvest Holdings B.V | The Netherlands | Full | 100% |
| Frigoglass USA Inc. | USA | Full | 100% |
| 3P Frigoglass Romania SRL | Romania | Full | 100% |
| Glass Operations | |||
| Beta Glass Plc. | Nigeria | Full | 53,82% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Full | 76,03% |
| Nigerinvest Holding Limited | Cyprus | Full | 100% |
| Deltainvest Holding Limited | Cyprus | Full | 100% |
The share capital of the company comprises of 40,362,635 fully paid up ordinary shares of € 0.30 each.
The share premium accounts represents the difference between the issue of shares (in cash) and their par value.
On 29th of December 2010, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 31,495 ordinary shares, following the exercise of share options by option holders pursuant to the Company's share option plan. The proceeds from the share capital increase amounted to € 136 thousand.
On 31th of March 2011, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 130,530 ordinary shares, following the exercise of share options by option holders pursuant to the Company's share option plan. The proceeds from the share capital increase amounted to € 593 thousand.
| Number of shares |
Share capital -000' Euro |
Share premium -000' Euro |
|
|---|---|---|---|
| Balance at 01/01/2010 | 40.200.610 | 12.060 | 3.009 |
| Shares issued to employees exercising stock options / Proceeds from the issue of shares Transfer from share option reserve ( Note 16 ) |
31.495 - |
9 - |
127 31 |
| Balance at 31/12/2010 | 40.232.105 | 12.069 | 3.167 |
| Balance at 01/01/2011 | 40.232.105 | 12.069 | 3.167 |
| Shares issued to employees exercising stock options / Proceeds from the issue of shares Transfer from share option reserve ( Note 16 ) |
130.530 - |
39 - |
554 131 |
| Balance at 31/03/2011 | 40.362.635 | 12.108 | 3.852 |
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 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.
| Number of shares |
Treasury shares -000' Euro |
|
|---|---|---|
| Balance at 01/01/2010 | (2.140.198) | (9.696) |
| Treasury shares |
(640.431) | (5.647) |
| Treasury shares sold | - | - |
| Balance at 31/12/2010 | (2.780.629) | (15.343) |
| Balance at 01/01/2011 | (2.780.629) | (15.343) |
| Balance at 31/03/2011 | (2.780.629) | (15.343) |
Dividends are recorded in the financial statements, as a liability, in the period in which they are approved by the Shareholders Meeting. The Annual Shareholders Meeting as at 14/05/2010 approved a dividend distributiont of € 4.020 thousands.
i) The Annual General Assembly of June 8, 2007 approved a share 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 share options were approved, each corresponding to one (1) ordinary share of the Company.
ii) The Annual General Assembly of June 5, 2009 approved a share option plan with beneficiaries members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 500,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
iii) The Annual General Assembly of May 14, 2010 approved a share option plan with beneficiaries members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 600,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
The following table summarizes information for share option plan:
| Program of options | Start of exercise period |
Expiry date | Number of options issued |
Number of options exercised/ cancelled |
Number of outstanding options |
|---|---|---|---|---|---|
| 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 | 237.857 | - | ||
| 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 | 27.671 | 3.964 | 23.707 |
| Exercise price at 16.60 Euro per share | 1/1/2009 | 17/12/2012 | 27.669 | 3.964 | 23.705 |
| Total | 83.011 | 35.599 | 47.412 | ||
| Program approved by BoD on 14/05/2008 | |||||
| Exercise price at 19.95 Euro per share | 14/05/2008 | 17/12/2013 | 26.466 | - | 26.466 |
| Exercise price at 19.95 Euro per share | 14/05/2009 | 17/12/2013 | 26.466 | - | 26.466 |
| Exercise price at 19.95 Euro per share | 14/05/2010 | 17/12/2013 | 26.470 | - | 26.470 |
| Total | 79.402 | - | 79.402 | ||
| Program approved by BoD on 19/06/2009 | |||||
| Exercise price at 4 Euro per share | 19/06/2009 | 31/12/2014 | 163.738 | 46.780 | 116.958 |
| Exercise price at 4 Euro per share | 01/01/2010 | 31/12/2014 | 163.738 | 46.793 | 116.945 |
| Exercise price at 4 Euro per share | 01/01/2011 | 31/12/2014 | 163.737 | 42.125 | 121.612 |
| Total | 491.213 | 135.698 | 355.515 | ||
| Program approved by BoD on 11/12/2009 | |||||
| Exercise price at 4 Euro per share | 11/12/2009 | 31/12/2014 | 2.833 | - | 2.833 |
| Exercise price at 4 Euro per share | 01/01/2010 | 31/12/2014 | 2.833 | - | 2.833 |
| Exercise price at 4 Euro per share | 01/01/2011 | 31/12/2014 | 2.834 | - | 2.834 |
| Total | 8.500 | - | 8.500 | ||
| Program approved by BoD on 17/11/2010 | |||||
| Exercise price at 7.08 Euro per share | 17/11/2010 | 31/12/2015 | 59.759 | 12.662 | 47.097 |
| Exercise price at 7.08 Euro per share | 01/01/2011 | 31/12/2015 | 59.783 | 6.834 | 52.949 |
| Exercise price at 7.08 Euro per share | 01/01/2012 | 31/12/2015 | 59.788 | - | 59.788 |
| Total | 179.330 | 19.496 | 159.834 | ||
| Program approved by BoD on 03/01/2011 | |||||
| Exercise price at 7.08 Euro per share | 03/01/2011 | 31/12/2016 | 64.261 | 6.831 | 57.430 |
| Exercise price at 7.08 Euro per share | 03/01/2012 | 31/12/2016 | 64.283 | - | 64.283 |
| Exercise price at 7.08 Euro per share | 03/01/2013 | 31/12/2016 | 64.291 | - | 64.291 |
| Total | 192.835 | 6.831 | 186.004 | ||
| Grand Total | 1.272.148 | 435.481 | 836.667 |
The weighted average fair value of the new options granted during the year was determined using the Black-Scholes valuation model and amounted to Euro 3.24 per option.
The key assumptions used in the valuation model are the following: Weighted average share price 10,18 €
| Volatility | 13,23% |
|---|---|
| Dividend yield | 1,0% |
| Discount rate | 3,5% |
| Consolidated | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Statutory reserves |
Share option reserve |
Extraordinary reserves |
Cash flow hedge reserve |
Tax free reserves |
Currency translation reserve |
Total | ||||
| Balance at 01/01/2010 | 2.113 | 570 | 9.092 | 992 | 14.834 | (21.699) | 5.902 | |||
| Additions for the year Expiration / Cancellation of |
- | 281 | - | 2.103 | - | - | 2.384 | |||
| share option reserve | - | (31) | - | - | - | - | (31) | |||
| Transfers between reserves | 2.193 | - | - | (1.028) | - | - | 1.165 | |||
| Exchange differences | (129) | - | 411 | - | - | 5.264 | 5.546 | |||
| Balance at 31/12/2010 | 4.177 | 820 | 9.503 | 2.067 | 14.834 | (16.435) | 14.966 | |||
| Balance at 01/01/2011 | 4.177 | 820 | 9.503 | 2.067 | 14.834 | (16.435) | 14.966 | |||
| Additions for the year | - | 171 | - | (14) | - | - | 157 | |||
| Shares issued to employees | - | (132) | - | - | - | - | (132) | |||
| Transfers between reserves | - | - | - | (910) | - | - | (910) | |||
| Exchange differences | - | - | (1.863) | - | - | (2.339) | (4.202) | |||
| Balance at 31/03/2011 | 4.177 | 859 | 7.640 | 1.143 | 14.834 | (18.774) | 9.879 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| Statutory reserves |
Share option reserve |
Extraordinary reserves |
Tax free reserves |
Total | ||
| Balance at 01/01/2010 | 4.019 | 570 | 4.943 | 14.834 | 24.366 | |
| Additions for the year Shares issued to employees |
- - |
281 (31) |
- - |
- - |
281 (31) |
|
| Balance at 31/12/2010 | 4.019 | 820 | 4.943 | 14.834 | 24.616 | |
| Balance at 01/01/2011 | 4.019 | 820 | 4.943 | 14.834 | 24.616 | |
| Additions for the year | - | 171 | - | - | 171 | |
| Shares issued to employees | - | (132) | - | - | (132) | |
| Balance at 31/03/2011 | 4.019 | 859 | 4.943 | 14.834 | 24.655 |
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 share option reserve refers to a share 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 a) by postponing the tax liability till the reserves are distributed to the shareholders, or b) 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 will be in effect at the time of the profits distributions. No provision has been created in regard to the possible income tax liability in the case of such a future distribution of the reserves the shareholders of the company as such liabilities are recognized simultaneously with the dividends distribution.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 | 31/03/2010 | 31/03/2011 | 31/03/2010 | |
| Interest expense | 3.242 | 2.351 | 975 | 589 |
| Interest income | (424) | (138) | (167) | (90) |
| Net interest expense / |
2.818 | 2.213 | 808 | 499 |
| Exchange loss / (gain) | 1.810 | (2.644) | 826 | (831) |
| instruments | (1.368) | 3.131 | (866) | 297 |
| Net finance cost / |
3.260 | 2.700 | 768 | (35) |
Note: For some countries the tax audit is not obligated and is taken place under specific requirements.
| Company | Country | Periods | Line of Business |
|---|---|---|---|
| Frigoglass S.A.I.C. - Parent Company | Hellas | 2009-2010 | Ice Cold Merchandisers |
| SC. Frigoglass Romania SRL | Romania | 2006-2010 | Ice Cold Merchandisers |
| PT Frigoglass Indonesia | Indonesia | 2008-2010 | Ice Cold Merchandisers |
| Frigoglass South Africa Ltd | S. Africa | 2006-2010 | Ice Cold Merchandisers |
| Frigoglass Eurasia LLC | Russia | 2009-2010 | Ice Cold Merchandisers |
| Frigoglass (Guangzhou) Ice Cold Equipment | |||
| Co. ,Ltd. | China | 2006-2010 | Ice Cold Merchandisers |
| Scandinavian Appliances A.S | Norway | 2003-2010 | Ice Cold Merchandisers |
| Frigoglass Ltd. | Ireland | 2002-2010 | Ice Cold Merchandisers |
| Frigoglass Iberica SL | Spain | 2004-2010 | Ice Cold Merchandisers |
| Frigoglass Sp zo.o | Poland | 2009-2010 | Ice Cold Merchandisers |
| Frigoglass India PVT.Ltd. | India | 2005-2010 | Ice Cold Merchandisers |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. | Turkey | 2003-2010 | Ice Cold Merchandisers |
| Frigoglass İstanbul Sogutma Sistemleri İc ve | |||
| Dis Ticaret A.S. | Turkey | 2010 | Sales Office |
| Frigoglass North America Ltd. Co | USA | 2008-2010 | Ice Cold Merchandisers |
| Baffington Road LLC | USA | 2008-2010 | Real Estate |
| Frigomagna INC | Philippines | 2008-2010 | Sales Office |
| Beta Glass Plc. | Nigeria | 2004-2010 | Glass Operation |
| Frigoglass Industries (Nig.) Ltd | Nigeria | 2003-2010 | Crowns, Plastics, ICMs |
| 3P Frigoglass Romania SRL | Romania | 2008-2010 | Plastics |
| Frigorex East Africa Ltd. | Kenya | 2008-2010 | Sales Office |
| Frigoglass GmbΗ | Germany | 2008-2010 | Sales Office |
| Frigoglass Nordic | Norway | 2003-2010 | Sales Office |
| Frigoglass France SA | France | 2004-2010 | Sales Office |
| Coolinvest Holding Limited | Cyprus | 2003-2010 | Holding Company |
| Frigorex Cyprus Limited | Cyprus | 2003-2010 | Holding Company |
| Frigoinvest Holdings B.V | Netherlands | 2008-2010 | Holding Company |
| Letel Holding Limited | Cyprus | 2003-2010 | Holding Company |
| Norcool Holding A.S | Norway | 1999-2010 | Holding Company |
| Nigerinvest Holding Limited | Cyprus | 2003-2010 | Holding Company |
| Deltainvest Holding Limited | Cyprus | 2003-2010 | Holding Company |
| Frigoglass USA Inc. | USA | 2009-2010 | Holding Company |
The tax rates in the countries where the Group operates are between 10% and 38.3%.
Some of non deductible expenses and the different tax rates in the countries that the Group operates, create an effective tax rate for the Group of 24.81% (Hellenic taxation rate is 20%)
The tax returns of the Parent Company and the Group's subsidiaries have not been assessed by the tax authorities for different periods. Until the tax audit assessment for the companies described in the table above are finalised, the tax liability can not be reliably measured for those years. The Group provides additional tax in relation to the outcome of such tax assessments, to the extent that a liability is probable and estimable.
The capital commitments contracted for but not yet incurred at the balance sheet date 31/03/2011 for the Group amounted to € 568 thousands (31/12/2010: € 1,273 thousands).
The Parent Company's shareholders as at 31/03/2011 are:
| BOVAL S.A. | 43,87% |
|---|---|
| Montanaro Group | 5,12% |
| Frigoglass S.A.I.C. (Treasury shares) | 6,89% |
| Institutional Investors | 28,63% |
| Other Investors | 15,50% |
BOVAL SA (through Kar-Tess Holdings SA) has a 23.31% stake in Coca-Cola Hellenic Bottling Comapany SA share capital.
The Coca-Cola Hellenic Bottling Company is a non alcoholic beverage company listed in stock exchanges of Athens, New York & London.
Except from the common share capital involvement of BOVAL S.A at 23.31% with CCH Group, Frigoglass is the major shareholder in Frigoglass Industries Limited based on Nigeria, where CCH Group also owns a 15.86% 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 were:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 31/03/2010 | 31/03/2011 | 31/03/2010 | ||
| Sales | 48.084 | 19.794 | 15.353 | 3.081 |
| Receivables / |
35.008 | 13.193 | 10.796 | 2.639 |
b) The intercompany transactions of the Parent company with the Group's subsidiaries were:
| Parent Company | ||
|---|---|---|
| 31/03/2011 | 31/03/2010 | |
| Sales of goods | 846 | 1.235 |
| Sales of services | 116 | 125 |
| Purchases of goods / expenses | 16.044 | 4.607 |
| Dividend income | - | - |
| Receivables | 28.162 | 25.095 |
| Payables | 28.961 | 17.852 |
The above transactions are executed at arm's length.
c) Other operating income ( transactions of the Parent company with the Group's subsidiaries )
| Parent Company | ||
|---|---|---|
| 31/03/2011 | 31/03/2010 | |
| Management services income | 5.092 | 4.213 |
| Other operating income | 10 | 10 |
| Total other operating income | 5.102 | 4.223 |
The majority portion of other operating income refers to management services charged to the Group's subsidiaries.
d) The fees to members of the Board of Directors and Management compensation include wages, stock option, indemnities and other employee benefits and the amounts are:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/03/2011 31/03/2010 | 31/03/2011 | 31/03/2010 | ||
| Fees of member of Board of Directors | 36 | 36 | 36 | |
| Management compensation | 1.186 | 670 | 1.186 | |
| Receivables from management & BoD members |
- | - | - | |
| Payables to management & BoD | - | - | - |
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 Three months ended |
||||
|---|---|---|---|---|---|
| in 000's Euro | Three months ended | ||||
| (apart from per share earning and number of shares) | 31/03/2011 | 31/03/2010 | 31/03/2011 | 31/03/2010 | |
| Profit attributable to shareholders of the Company | 8.729 | 4.711 | (137) | (837) | |
| Weighted average number of ordinary shares for the purposes of basic earnings per share |
37.451.476 | 37.964.880 | 37.451.476 | 37.964.880 | |
| Weighted average number of ordinary shares for the purpose of diluted earnings per share |
37.807.652 | 38.200.585 | 37.807.652 | 38.200.585 | |
| Basic earnings / |
0,2331 | 0,1241 | (0,0037) | (0,0220) | |
| Diluted earnings / |
0,2309 | 0,1233 | (0,0036) | (0,0219) |
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:
The Parent Company's bank guarantees on behalf of its subsidiaries were:
| Parent Company | ||||
|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | |||
| Bank guarantees | 386.445 | 385.700 |
The Group did not have any contingent liabilities as at 31/03/2011 and 31/12/2010.
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.
Net sales revenue
| Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Quarter | 2008 | 2009 | 2010 | 2011 | |||||
| Q1 | 165.936 | 33% | 73.629 | 21% | 93.213 | 19% | 134.826 | 100% | |
| Q2 | 180.909 | 36% | 107.914 | 31% | 142.775 | 30% | - | 0% | |
| Q3 | 88.186 | 18% | 71.240 | 21% | 110.627 | 23% | - | 0% | |
| Q4 | 65.672 | 13% | 93.872 | 27% | 134.826 | 28% | - | 0% | |
| Total Year | 500.703 | 100% | 346.655 | 100% | 481.441 | 100% | 134.826 | 100% |
As shown above the Group's operations exhibit seasonality and therefore interim period sales should not be used for forecasting annual sales.
Consequently the level of the working capital required for the certain months of the year may vary.
On 19 April 2011, Frigoglass announced that it has reached an agreement to acquire 80% of the shareholding in the Dubai-based glass bottle and jar manufacturer, Jebel Ali Container Glass Factory Fze (JAG).
Within its 68,000m2 facility, JAG houses state-of-the-art machinery and equipment including the Sorg end-fired twin-pass regenerative furnace, which was commissioned in 2009 and is highly energy efficient with a capacity exceeding 360 tons per day. Currently, the total number of employees is 340 people with strong technical experience. JAG achieved Sales of \$41.6 million in 2010.
Frigoglass will acquire 80% of Jebel Ali for a cash consideration of \$6.8 million assuming net debt of \$23 million. The transaction, together with additional working capital requirements, is expected to be financed through new debt.
The average number of personnel per operation for the Group & for the Parent company are listed below:
| Operations |
|---|
| ICM Operations |
| Glass Operations |
| Total |
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| 31/03/2011 31/03/2010 |
||||||
| 5.600 | 3.789 | |||||
| 1.270 | 1.149 | |||||
| 6.870 | 4.938 |
| Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| 31/03/2011 | 31/03/2010 | ||||||
| 336 | 252 |
Average number of personnel
Amounts of the previous periods have not been reclassified or restated.
in € 000's
| Consolidated | Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31/03/2011 | 31/12/2010 | 31/03/2011 | 31/12/2010 | ||||||
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | ||
| Held for trading | |||||||||
| - Interest rate swaps | - | - | - | - | - | - | - | - | |
| - Forward foreign exchange contracts | 1.157 | 92 | 116 | 258 | 596 | 23 | 101 | 212 | |
| - Commodity forward contracts | - | - | - | - | 725 | - | 944 | - | |
| Cash flow hedges | |||||||||
| - Interest rate swaps | - | 319 | - | 509 | - | - | - | - | |
| - Commodity forward contracts | 1.625 | - | 2.739 | - | - | - | - | - | |
| Total financial derivatives instruments | 2.782 | 411 | 2.855 | 767 | 1.321 | 23 | 1.045 | 212 | |
| Less: Non current portion | |||||||||
| Held for Trading | |||||||||
| - Interest rate swaps | - | - | - | - | - | - | - | - | |
| - Forward foreign exchange contracts | - | - | - | - | - | - | - | - | |
| - Commodity forward contracts | - | - | - | - | - | - | 57 | - | |
| Cash flow hedges | |||||||||
| - Interest rate swaps | - | - | - | - | - | - | - | - | |
| - Commodity forward contracts | - | - | 57 | - | - | - | - | - | |
| Non current portion of financial | |||||||||
| derivatives instruments | - | - | 57 | - | - | - | 57 | - | |
| Current portion | |||||||||
| of financial derivatives instruments | 2.782 | 411 | 2.798 | 767 | 1.321 | 23 | 988 | 212 |
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 2011, there was no ineffective portion arising from cash flow hedges.
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.
In terms of an amendment to IFRS 7, for 2011, the Company and the Group must disclose the basis of determining the fair value of financial instruments that are presented in the Balance Sheet. The only financial instruments at fair value presented in the balance sheet are the derivative financial instruments that are detailed in the tables above. These derivative financial instruments are measured in terms of the "Level 2" fair value hierarchy, that is described in IFRS 7. The "Level 2" fair value hierarchy refers to fair value measurements that are based on inputs that are directly or indirectly observed in an active market.
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