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Elgeka S.A.

Interim / Quarterly Report Sep 28, 2016

2710_ir_2016-09-28_411c775d-1810-4d42-9fb3-aac24e29096f.pdf

Interim / Quarterly Report

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" ELGEKA S.A. TRADE - DISTRIBUTIONS - REPRESENTATIONS - INDUSTRY "

G.C.R. Number: 57298604000 HEAD OFFICE: INDUSTRIAL AREA OF SINDOS, DELTA MUNICIPALITY - THESSALONIKI SUMMARY FINANCIAL DATA & INFORMATION FOR THE PERIOD 1 January 2016 - 30 June 2016 (According to Board of Directors' Decision 4/507/28.04.2009 of the Stock Exchange Committee)

1.4 STATEMENT OF CASH FLOWS (consolidated and stand alone) amounts in thousand Euro
GROUP PARENT
INFORMATION CONCERNING THE COMPANY 1.2. STATEMENT OF COMPREHENSIVE INCOME (consolidated and stand alone) amounts in thousand Euro
Company's website: http://www.elgeka.gr GROUP
Date of approval of Annual Financial Statements 01.01 - 30.06.2016 01.01 - 30.06.2015
by the Board of Directors: 25 September 2016 Continuing Discontinued Continuing Discontinued
Certified Auditor Accountant: Pavlos Stellakis - SOEL Reg. No. 24941 operations operations Total operations operations Total
Audit firm: GRANT THORNTON S.A. Sales 90.488 8.152 98.640 98.439 16.183 114.622
Type of auditor's opinion: Unqualified report - Emphasis of matter Gross profit / (loss) 18.211 (426) 17.785 16.385 499 16.884
Profit /(loss) before taxes, financing
1.1 STATEMENT OF FINANCIAL POSITION (consolidated and stand alone) amounts in thousand Euro and investing activities 760 (785) (25) 1.041 (27) 1.014
Profit /(loss) before taxes (5.965) 36 (5.929) (2.625) 61 (2.564)
GROUP PARENT Less: Taxes (1.515) 10 (1.505) (380) 20 (360)
30.06.2016 31.12.2015 30.06.2016 31.12.2015 Profit / (loss) after taxes (A) (4.450) 26 (4.424) (2.245) 41 (2.204)
ASSETS
Tangible assets 46.660 51.799 6.961 7.122 Distributed to:
Investment property 27.630 24.327 8.763 8.763 Equity holders of the Parent (4.563) 380 (4.183) (2.073) 40 (2.033)
Intangible assets 11.722 13.681 615 686 Non-controlling interest 113 (354) (241) (172) 1 (171)
Other non-current assets 23.846 23.980 44.663 42.856
Inventories 15.818 14.593 2.187 2.240 Other comprehensive income/(loss) for the year, net of
Trade receivables 30.894 35.455 6.047 9.269 tax (B) of tax (B) (79) 0 (79) 57 0 57
Other assets 19.737 15.807 6.488 5.580
Non-current assets held for sale 0 4.710 0 0 Total comprehensive income/(loss) for the year, net of
TOTAL ASSETS 176.307 184.352 75.724 76.516 tax (A+B) (4.529) 26 (4.503) (2.188) 41 (2.147)
EQUITY & LIABILITIES Distributed to:
Share capital 50.775 50.775 50.775 50.775 Equity holders of the Parent (4.557) 285 (4.272) (2.034) 40 (1.994)
Other accounts related to Shareholders' Equity (51.065) (46.793) (43.710) (42.279) Non-controlling interest 28 (259) (231) (154) 1 (153)
Total Equity attributable to Shareholders of the Parent Company (a) (290) 3.982 7.065 8.496
Non-controlling interest (b) 10.882 11.211 0 0 Profit/(loss) after taxes per share - basic (in Euro) (0,1438) 0,0120 (0,1318) (0,0653) 0,0012 (0,0641)
Total Equity ( c ) = ( a ) + ( b ) 10.592 15.193 7.065 8.496 Profit /(loss) before taxes, financing, investing
Long-term borrowings 1.231 1.368 0 0 activities, depreciation & amortization 4.383 (764) 3.619 4.101 38 4.139
Provisions / Other long-term liabilities 27.932 29.820 554 564
Short-term borrowings 85.314 84.664 49.343 48.650 COMPANY
Other current liabilities 51.238 49.113 18.762 18.806 01.01 - 30.06.2016 01.01 - 30.06.2015
Liabilities concerning non-current assets held for sale 0 4.194 0 0 Sales 26.604 32.917
Total liabilities ( d ) 165.715 169.159 68.659 68.020 Gross profit / (loss) 7.897 8.909
TOTAL EQUITY AND LIABILITIES ( c ) + ( d ) 176.307 184.352 75.724 76.516 Profit /(loss) before taxes, financing and investing activities 900 493
Profit /(loss) before taxes (1.828) (1.277)
ADDITIONAL DATA AND INFORMATION Less: Taxes (397) (29)
1.The name and country of registered office for each of the companies included in the consolidated financial statements, as well as the corresponding direct and indirect percentage of participation in
their share capital are included in Note 1 in Interim Financial Statements.
Profit / (loss) after taxes (A) (1.431) (1.248)
2.The accounting principles applied are the same with the ones applied for the preparation of Annual Financial Statements for the year ended on December 31st, 2015, apart from the new or revised
accounting standards and interpretations endorsed in 2016, as they are presented in Note 2 in Interim Financial Statements.
Other comprehensive income/(loss) for the year, net of tax (B) 0 23
3.The Parent Company's tax books and records have been audited by the Tax Authorities up to fiscal year 2007 (incl.). Since fiscal year 2011, according to Ministry Decision 1159/2011, for all Total comprehensive income/(loss) for the year, net of (1.431) (1.225)
companies in which the annual Financial Statements are being audited by certified auditors, Annual Tax Certificate is issued following a tax audit conducted by the same certified auditors who audit
the Financial Statements. The audited fiscal years for each of the companies included into the Consolidated Financial Statements are analytically presented in Note 5 of Interim Financial Statements.
4.There are no encumbrances on the fixed assets of the Parent Company, while there are mortgages on the buildings of subsidiaries as of 30
st of June 2016, amounting to Euro 14.051 thousand tax (A+B)
(31/12/2015: Euro 13.929 thousand) as security for loans. Profit/(loss) after taxes per share - basic (in Euro) (0,0451) (0,0393)
5.There is no pending litigation that could materially affect the financial position or operation of the Parent Company and the Group. The aggregated amount of provisions for bad and doubtful debts for
the Group and Parent Company at 30/06/2016 amounted to Euro 11.539 thousand and Euro 1.604 thousand, respectively (31/12/2015: Euro 10.918 thousand and Euro 1.533 thousand,
Profit /(loss) before taxes, financing, investing 1.198 865
INDIRECT METHOD 01.01 - 30.06.2016 01.01 - 30.06.2015 01.01 - 30.06.2016 01.01 - 30.06.2015
Operating activities
Profit / (Loss) before taxes from continuing operations (5.965) (2.625) (1.828) (1.277)
Profit / (Loss) before taxes from discontinued operations 36 61 0 0
Add/less Adjustments for:
Depreciation and amortization 3.728 3.251 297 372
Provisions 1.305 611 155 171
Unrealised foreign exchange differences (1) 60 0 0
Translation exchanges differences 16 41 0 0
Amortization of government grants (105) (191) 0 0
Results (income, expense, gains & losses)
of investing activities 3.656 65 997 (14)
Interest expense & similar charges 3.400 3.596 1.730 1.752
Add/less adjustments for changes in working capital or
changes related to operating activities:
Decrease/(Increase) in inventories (1.482) (827) (21) 253
Decrease/(Increase) in receivables (622) 7.611 1.210 7.152
Increase/(Decrease) in payables (excluding borrowings) 2.023 (5.250) (72) (5.332)
Less:
Interest expense & similar charges paid (3.476) (3.127) (1.753) (1.344)
Income taxes paid (63) (9) 0 0
Operating activities from discontinued operations 142 (186) 0 0
Net cash flows from/(used in)
operating activities (a) 2.592 3.081 715 1.733
Investing activities
Proceeds from sale of subsidiaries (net of cash and cash equivalents of subsidiaries ) 285 0 0 0
Share capital increase of Available-for-sale investments (60) 0 (60) 0
Purchase of property, plant & equipment and intangible assets (933) (860) (66) (87)
Proceeds from sale of property, plant & equipment and intangible assets 6 13 1 108
Purchase of investment property (132) 0 0 0
Proceeds from sale of investment property 129 0 0 0
Procceds from government grants 168 0 0 0
Interest received 44 14 25 1
Investing activities from discontinued operations 0 (23) 0 0
Net cash flows from/(used in) investing activities (b) (493) (856) (100) 22
Financing activities
Proceeds from loans 83.437 83.921 48.944 38.495
Repayment of loans (82.844) (85.448) (48.222) (40.367)
Payment of finance leasing liabilities (320) (105) 0 0
Financing activities from discontinued operations 0 0 0 0
Net cash flows from/(used in)
investing activities (c) 273 (1.632) 722 (1.872)
1.3 STATEMENT OF CHANGES IN EQUITY (consolidated and stand alone) amounts in thousand Euro
GROUP COMPANY
30.06.2016 30.06.2015 30.06.2016 30.06.2015
Equity at the beginning of the year
(01.01.2016 and 01.01.2015, respectively) 15.193 22.625 8.496 14.784
Total comprehensive income/(loss), net of tax (4.503) (2.147) (1.431) (1.225)
Sale of subsidiary (98) 0 0 0
Equity at the end of the period (30.06.2016 and 30.06.2015, respectively) 10.592 20.478 7.065 13.559

The financial data and information presented below provide a general overview of the financial position and results of the Group and ELGEKA S.A. - Trade - Distributions - Industry. Therefore, it is recommended to any reader, before proceeding to any investment decision or other transaction with the company, to visit the company's website, where the Annual Financial Statements are published, together with the review report of certified auditors - accountants whenever is required.

respectively). The cumulative provision for tax unaudited years as of 30/06/2016 for the Group amounted to Euro 501 thousand and for the Parent Company to Euro 445 thousand (31/12/2015: Euro 501 thousand and Euro 445 thousand, respectively), whereas no provisions were created under the heading "Other Provisions" neither for the Group nor for the Parent Company as prescribed in paragraphs 10, 11 and 14 of IAS 37 "Provision, contingent liabilities and contingent assets".

6.The number of employees as at 30/06/2016 was 1.343 for the Group and 110 for the Parent Company respectively (30/06/2015: Group 1.855 and Company 157).

7.All activities (sales and purchases of goods and services) aggregating from the beginning of the year as well as receivable and payable balances of the Parent Company and the Group in the end of the current year, created from transactions with related companies, as these are defined in I.A.S. 24, with distinct reference to the remuneration and balances of key management personnel and members of the board, are given below:

GROUP PARENT
a) Sales of goods and services - 663
b) Purchases of goods and services 9 1.475
c) Receivables - 988
d) Payables - 6.076
e) Key management personnel and member of the board compensation 437 315
f) Receivables from key management personnel and member of the board - -
g) Payables to key management personnel and member of the board 1 1

The parent Company's balances of sales-income, purchases-expenses, receivables and payables with related parties have been eliminated for the consolidation of the Financial Statements as at June 30th, 2016.

8.Investments in fixed assets that took place from the Parent Company and the Group during the first semester of 2016 amounted to Euro 66 thousand (first semester of 2015: Euro 87 thousand) and Euro 1.065 thousand respectively (first semester of 2015: Euro 884 thousand).

9.Earnings per share (EPS) have been calculated using the profit or loss after tax and non-controlling interest divided by the weighted average number of ordinary shares in circulation of the Parent Company during the first semester of 2016.

10.Neither the Parent nor any subsidiary held shares of the Parent Company at the end of the current period.

11.a. The companies "CERA VILLA DESIGN S.R.L." and "ELGEKA FERFELIS S.R.L." have applied for liquidation to the local authorities. The liquidation process is not completed by June 30 th 2016. The figures were insignificant for consolidation purposes.

b. On March 30th, 2016, after taking the relevant decisions by the Management of both the Parent company "ELGEKA S.A." and its subsidiary "ELGEKA (CYPRUS) LTD", and signing the relevant contract, concluded the sale of its participation of "ELGEKA (CYPRUS) LTD" in "DIAKINISIS PORT (CY) LTD", i.e. a percentage of 50,01% for a consideration of 1.059 thousand euro, which was completely paid the same as above date. The company "DIAKINISIS PORT (CY) LIMITED", which is headquartered in Nicosia, Cyprus with object of activity the participation in other companies, participated in the Greek companies "DIAKINISIS PORT AND CO S.A." and "P.C.D.C. S.A." with 99% and 50% respectively and therefore consolidated in the Group's financial statements. It is noted that taking into account the decisions, by December 30th, 2015, taken by Management of both the Parent company "ELGEKA S.A." and its subsidiary "ELGEKA (CYPRUS) LTD", regarding the intention of finding potential acquirer for the sale of subsidiary "DIAKINISIS PORT (CY) LTD", the specific company and by extension its subsidiaries "DIAKINISIS PORT AND CO S.A." and "P.C.D.C. S.A." presented in the ELGEKA Group's Annual Financial Statements of 31/12/2015 as "Discontinued operations" and "Non-current assets held for sale". The above transfer of the participation of "ELGEKA (CYPRUS) LTD" in "DIAKINISIS PORT (CY) LTD", resulted to a profit of 926 thousand euro in the ELGEKA Group's Consolidated Financial Statements on June 30st, 2016. As a consequence "DIAKINISIS PORT (CY) LTD", "DIAKINISIS PORT AND CO S.A." and "P.C.D.C. S.A." are not included in the Consolidated Financial Statements of the current period, while it had been included in the comparable period of 2015. The effect of the above event on the economic results of the Group, namely in the Turnover, in the Results after taxes and non-controlling interests and in Equity attributable to Shareholders of the Parent Company was less than 20%.

-
addition, on July 15th, 2016, the Management of the subsidiary decided to distribute an interim dividend from expected profits for 2016 totaling 615 thousand euro.
disclosure or alteration in the amounts of published Financial Statements.
(The above mentioned event is presented in Note 23 of Interim Financial Statements).
On July 15th, 2016, after a special resolution adopted by Parent company "ELGEKA S.A." the reduction of the Share Capital of its subsidiary "ELGEKA (CYPRUS) LTD", by the amount of 475
thousand euro, i.e. from 11.736 thousand euro divided into 6.862.870 ordinary shares of 1,71 euro each to 11.261 thousand euro divided into 6.585.092 ordinary shares of 1,71 euro each. The above
reduction of the share capital of "ELGEKA (CYPRUS) LTD" will be completed typically after approval - validate of the application submitted by its Management to the District Court of Nicosia. In
There are no events that took place after the date of Financial Statements that relate either to Group or to Company, for which it is required by International Financial Reporting Standards either
Net increase/(decrease) in cash
and cash equivalents ( a ) + ( b ) + ( c )
Cash and cash equivalents at the beginning of the period
Foreign exchange differences in cash and cash equivalents
Cash and cash equivalents at the end of the period
2.372
593
1.337
6.172
5.607
1.569
0
0
0
8.544
6.200
2.906
(117)
1.941
0
1.824
CHAIRMAN OF THE B.o.D. & MANAGING DIRECTOR Thesssaloniki, September 25, 2016
VICE - CHAIRMAN
GROUP CHIEF FINANCIAL OFFICER ACCOUNTING AND TAX PLANNING MANAGER OF GROUP
ALEXANDROS KATSIOTIS
ID. No. X 232184 / 01
ELLI DRAKOPOULOU
ID. No. AΒ 287230 / 06
ARIS CHATZATOURIAN
ID. No. X 540791 / 03
KONSTANTINOS MEINTANIS
ID. No. AΒ 162944 / 06

c. On April 7th, 2016, after taking the relevant decisions by the Management of both the Parent company "ELGEKA S.A." and its subsidiary "ELGEKA (CYPRUS) LTD" and signing the relevant contract, concluded the sale of the participation of "ELGEKA (CYPRUS) LTD" in "DIAKINISIS LOGISTICS SERVICES (CY) LTD", i.e. a percentage of 60,00% for a consideration of 320 thousand euro, which was completely paid the same as above date. The company "DIAKINISIS LOGISTICS SERVICES (CY) LTD" is headquartered in Larnaca Cyprus with main business activity the distribution, storage and packaging of all kinds, while it is consolidated in the financial statements of the Group under the full method. The significant decrease of turnover of "DIAKINISIS LOGISTICS SERVICES (CY) LTD" as a consequence of the interruption of a very important cooperation that represented more than 60% of its sales, resulted in a deterioration of its financials, which are reached in a pre-tax loss level for the first quarter of 2016, the amount of 207 thousand euro. As a result of the above, and following the strategic decision of the Management, as already announced to investing public regarding the review of the Group's strategic planning and redefining its business focus, it was taken the decision of the transfer of the Group's participation in "DIAKINISIS LOGISTICS SERVICES (CY) LTD". From the above transfer of the participation of "ELGEKA (CYPRUS) LTD" in "DIAKINISIS LOGISTICS SERVICES (CY) LTD", resulted a loss of 156 thousand euro in the ELGEKA Group's Consolidated Financial Statements on June 30th, 2016. As a consequence in "DIAKINISIS LOGISTICS SERVICES (CY) LTD" is not included in the Consolidated Financial Statements of the current period, while it had been included in the comparable period of 2015. The effect of the above event on the economic results of the Group, namely in the Turnover, in the Results after taxes and non-controlling interests and in Equity attributable to Shareholders of the Parent Company was less than 20%.

d. On April 28th, 2016, it was completed the merger of the company "ARISTA S.A." and the company "VIOTROS S.A." through absorption of the latter by the former. Specifically, according to the relevant announcement of the Service of General Commercial Registry (G.E.MI.) of the Thessaloniki Chamber of Commerce and Industry (T.C.C.I.), it was filed on 28.04.2016 with Listing Code Number (L.C.N.) 615075, the decision of the Governor of the Region of Central Macedonia with No. Ref. 3276/21.04.2016, with which it was approved: a) The merger, according to the provisions of articles 68-77a of C.L. 2190/1920 in conjunction with the beneficial provisions of articles 1-5 of L.2166/1993 of the company under the name "ARISTA COMMERCIAL AND INDUSTRIAL S.A." with distinctive title "ARISTA S.A.", and the company with the name "VIOTROS FOOD INDUSTRY - MANUFACTURING AND MILK PROCESSING - WAREHOUSING - INDUSTRIAL AND COMMERCIAL S.A." under the distinctive name "VIOTROS S.A." by absorption of the latter by the former, b) The change of the name and distinctive title of the acquiring company "ARISTA COMMERCIAL AND INDUSTRIAL S.A." with distinctive title "ARISTA S.A." and, therefore, its new name is "ARIVIA INDUSTRIAL AND COMMERCIAL S.A." and its new distinctive name "ARIVIA S.A.". After the conclusion of the above merger, the participation of "ELGEKA S.A." in the share capital of its subsidiary company "ARIVIA S.A." amounts to approximately 90,04%, i.e. it holds 12.375.185 common registered shares of a total of 13.744.500 common registered shares, with a nominal value of 1,00 euro each.

Apart from the above mentioned changes in the consolidation percentages of the companies' comprising the Group or the companies that ceased its consolidation at June 30th, 2016, while they were consolidated in the previous comparable period, there were no other alterations nor were any companies which were not included in the consolidation as per June 30th, 2016.

The above mentioned events are presented in Notes 1 of Interim Financial Statements. 12.The amounts and the nature of the other comprehensive income after taxes are analyzed as follows:

Nature of Other Comprehensive Income / (loss) after taxes GROUP
(01.01-30.06.2016)
COMPANY
(01.01-30.06.2016)
Exchange differences from translation of foreign subsidiaries 13 -
Revaluation of investment property (94) -
Participation in Other comprehensive income / (loss) of joint ventures 2 -
Other comprehensive income / (loss) after taxes (79) -

13.The Statement of Comprehensive Income of the Group has been charged by the amount of 1.900 thousand euro, which relates to impairment loss in the goodwill that was recognized at the acquisition of the subsidiary company "ARIVIA S.A."

14.The emphasis of matter in the Independent Auditor's Report concerns the fact that due to accumulated losses the total equity of the Parent Company is lower than the half of paid up share capital and therefore the requirements for the application of Article 47 of Codified Law 2190/1920 are effective. Moreover, the total value of Group's and Company's current liabilities exceeds the total value of current assets by 70.103 euro and 53.383 euro respectively, fact that may indicate the existence of uncertainty in respect of the Group and the Company's ability to facilitate as going concern. As it is described in Note 21 of Interim Financial Statements, Group's Management is in negotiations with credit institutions to convert the total short -term debt to long term of parent company and its subsidiaries "DIAKINISIS S.A." and "ARIVIA S.A." and has designed the appropriate measures for the smooth continuation of its activities and improve of its financial position as a going concern, principal which has been taken into account for the preparation of the accompanying Group's and Company's financial statements.

15.The most important events that took place after 30st of June 2016 are the following:

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