Annual Report • Sep 24, 2015
Annual Report
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REG. NO: 13110/06/Β/86/01
OFFICES: 340 KIFISSIAS AVENUE – 154 51 Ν. PSYCHIKO
ANNUAL FINANCIAL REPORT For the period 1/1/2008 to 31/12/2008 in accordance with International Financial Reporting Standards (According to Art. 4 of Law 3556/2007)
.
| STATEMENTS OF THE BOARD OF DIRECTORS 3 |
|---|
| INDEPENDENT AUDITORS REPORT ON REVIEW OF ANNUAL FINANCIAL |
| STATEMENTS4 |
| BOARD OF DIRECTORS REPORT FOR THE PERIOD 1/1 TO 31/12/2008 6 |
| CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED DECEMBER 31, 2008 |
| AND DECEMBER 31, 200722 |
| STAND ALONE INCOME STATEMENT FOR THE PERIOD ENDED DECEMBER 31, 2008 |
| AND DECEMBER 31, 0723 |
| BALANCE SHEETS (CONSOLIDATED AND STAND ALONE) AS AT DECEMBER 31, 2008 |
| AND DECEMBER 31, 2007……………………………………………………………………24 |
| STATEMENTS OF CONSOLIDATED MOVEMENT IN EQUITY AS AT DECEMBER 31, 2008 |
| AND DECEMBER 31, 2007 …………………………………………………25 |
| STATEMENTS OF MOVEMENT IN EQUITY, STAND ALONE, AS AT DECEMBER 31, 2008 |
| AND DECEMBER 31,200726 |
| STATEMENTS OF CASH FLOWS (CONSOLIDATED AND STAND ALONE) FOR THE |
| PERIOD ENDED DECEMBER 31, 2008 AND DECEMBER 31, 200727 |
| NOTES TO THE FINANCIAL STATEMENTS (CONSLIDATED AND STAND ALONE) 28 |
| FINANCIAL FACTS & FIGURES FOR YEARS 2008 AND 2007 |
| (CONSOLIDATED & STAND ALONE)…………………………………………………………….73 |
| COMPANY ANNOUNCEMENTS AS PER ART. 10 LAW 3401/2005 BEING PUBLISHED |
| DURING YEAR 2008 …………………………………………………………………………………74 |
| WEBSITE FOR THE PUBLICATION OF THE ANNUAL FINANCIAL REPORT………………75 |
(According to art. 4 par. 2 Law 3556 / 2007)
The undersigned:
To the best of our knowledge:
The Chairman The Vice Chairman The CEO
Vasilios S. Fourlis Alexandros I. Fourlis Apostolos D. Petalas
To the Shareholders of FOURLIS Holding A.E.
We have audited the accompanying stand alone and consolidated financial statements of FOURLIS Holding A.E (the Company), which comprise the stand alone and consolidated balance sheet as at 31 December 2008, and the stand alone and consolidated statements of income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the Financial Statements give a true and fair view of the stand alone and consolidated financial position of the Company as of 31 December 2008, and of its stand alone and consolidated financial performance and its stand alone and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Report on Other Legal and Regulatory Requirements
We verified that the contents of the Board of Directors Report are consistent and correspond with the accompanying Financial Statements within the scope set by articles 37, 43a and 107 of C.L. 2190/1920.
Athens, 24 February 2009
Vasileios D. Papageorgakopoulos Nick Vouniseas Certified Auditor Accountant Certified Auditor Accountant AM SOEL 11681 AM SOEL 18701
SOL A.E. Certified Auditors ΚPMG Certified Auditors Α.Ε.
TO THE SHAREHOLDERS ANNUAL GENERAL ASSEMBLY OF YEAR 2009
Dear Shareholders,
Please find below, for your approval, the Annual Financial Report (Consolidated) for Fourlis Holdings S.A for the year ended December 31, 2008.
The Group consists of the parent company "FOURLIS HOLDING SA" its subsidiaries and their subsidiaries.
"FOURLIS HOLDING SA" scope, according to its Article of Incorporation, among others is as follows:
The participation in domestic and foreign companies of any kind,
The investment in and purchase of companies, the participation in capital increases of other companies,
The provision of advice and services to companies of every kind in the areas of General Administration, Finance and IT.
Within the context of its operations and achievement of its scope, the Group can co-operate with any person or type of entity and in any way, can represent any domestic or foreign entity which has the same or a similar scope, can incorporate branches anywhere in Greece or overseas and also provide guarantees to subsidiaries and other companies that it participates in.
The Group's subsidiaries and their subsidiaries operate in the wholesale market of electrical and electronic appliances, the retail sale of household appliances and furniture and the retail sale of sports goods.
The Group's subsidiaries and their subsidiaries included in the consolidated financial statements, by sector and country of operation are the following:
The subsidiary companies along with their subsidiaries are operating in the Wholesale and Retail trade covering the segments of Electric and Electronics (Wholesale) and Home Furnishing and Sporting Goods (Retail).
The subsidiary companies and their subsidiaries that are subject to consolidation (Full Method) grouped per Segment, are the following:
o "FOURLIS TRADE SA" which operates in Greece and the parent company has a shareholding of 100%.
o "PRIME TELECOM SA" which operates in Greece and the parent company has a shareholding of 82,91%.
o "SERVICE ONE SA" which operates in Greece and the parent company has an indirect shareholding of 99,94%.
o "EUROELECTRONIC SA" which operates in Greece and the parent company has an indirect shareholding of 78,53%.
o The wholesale sector of electronic and electrical appliances includes "GENCO TRADE SRL" which operates in Romania. The parent company has a shareholding of 100%..
O "HOUSEMARKET SA" which operates in Greece and the parent company has a shareholding of 100%.
o "HM HOUSEMARKET (CYPRUS) LTD" which operates in Cyprus and the parent company has an indirect shareholding of 100%.
o "TRADE LOGISTICS SA" which operates in Greece and the parent company has an indirect shareholding of 100%.
o The consolidated financial statements include the newly incorporated, in June 2007, subsidiary of "HOUSEMARKET SA'" entitled "RENTIS REAL ESTATE INVESTMENTS SA" which will operate in Greece and the parent company has an indirect shareholding of 100%.
o «HOUSEMARKET BULGARIA EAD» which operates in Bulgaria and the parent company has an indirect shareholding of 100% (except of one share). The company was incorporated in June 2008 and its purpose is the development of IKEA stores in Bulgaria. «HOUSEMARKET BULGARIA EAD» owns the building plot (of about 60.000 m2) in which the first IKEA store in Sofia-Bulgaria is going to be established and which is expected to operate in 2010.
o «WYLDES LIMITED»: The Company operates in Cyprus and was incorporated in 28.02.2008. Its main purpose is the participation in companies in order to achieve the trading development of the around IKEA-Sofia area. In« WYLDES LIMITED» the parent company has an indirect shareholding of 100%
o "INTERSPORT SA" which operates in Greece and the parent company has a shareholding of 100%.
o "INTERSPORT ATHLETICS (CYPRUS) LTD" which operates in Cyprus and the parent company has an indirect shareholding of 100%.
o "GENCO BULGARIA LTD" which operates in Bulgaria and the parent company has a shareholding of 100%.
The athletics goods retail sector includes the retail sales of athletics goods of "GENCO TRADE SRL" which operates in Romania and the parent company has a shareholding of 100%.
In the Group's consolidated data, "SPEEDEX COURIER SERVICES S.A" is incorporated, through the Net Equity consolidation method. The parent company has a shareholding of 49,55%.and SPEEDEX operates in Greece in the courier services.
The financial performance of Fourlis Holdings S.A is directly related to those of its subsidiaries.
Having the above in mind, the summary below presents the per segment consolidated figures for the period Jan 1 το December 31, 2008.
From the following data we note that the overall Group performance was satisfactory for all the operating Segments.
On a consolidated basis the Group's Net Assets at December 31, 2008 are at €202,7 mil versus an amount of €151,0 mil of year end 2007.
In an effort to present a complete view of the Group's performance, at the tables to follow we report the per Segment annual results for fiscal years 2008 and 2007.
| 2008 | 2007 | 2008 / 2007 | |
|---|---|---|---|
| Revenue | 377.006 | 358.754 | 1,05 |
| EBITDA | 18.366 | 18.657 | 0,98 |
| Profit before Tax | 8.731 | 11.785 | 0,74 |
| Profit after Tax and Minority Interests | 5.920 | 8.439 | 0,70 |
The annual results of 2008 carry the burden of a non recurring financial cost (exchange difference) of €1,1 mil which is due to the conversion of loans to local currency (RON) in Romania.
| 2008 | 2007 | 2008 / 2007 | |
|---|---|---|---|
| Revenue | 334.231 | 252.526 | 1,32 |
| EBITDA | 52.949 | 49.059 | 1,08 |
| Profit before Tax | 38.713 | 39.225 | 0,99 |
| Profit after Tax and Minority Interests | 28.526 | 27.670 | 1,03 |
Notes :
The annual results of 2008 have been charged with an amount of € 2,25 mil as a result of the strike in ports, reflecting the increased cost of alternative transportation routes. Additionally preopening expenses for IKEA stores and TRADE LOGISTICS S.A amount at €6,33 mil while the corresponding, preopening expense, amount of 2007 was at €6,15 mil.
| 2008 | 2007 | 2008 / 2007 | |
|---|---|---|---|
| Revenue | 73.210 | 58.799 | 1,25 |
| EBITDA | 8.805 | 7.647 | 1,15 |
| Profit before Tax | 6.498 | 5.647 | 1,15 |
| Profit after Tax and Minority Interests | 4.636 | 4.261 | 1,09 |
| 2008 | 2007 | 2008 / 2007 | |
|---|---|---|---|
| Revenue | 784.447 | 670.079 | 1,17 |
| EBITDA | 101.727 | 83.416 | 1,22 |
| Profit before Tax | 76.233 | 65.215 | 1,17 |
| Profit after Tax and Minority Interests | 55.057 | 46.183 | 1,19 |
It is also noted that the consolidated results of Year 2008 are inclusive of non recurring profits of €23,39 mil due to the sale of the remaining 10% shareholding of Fourlis Holdings S.A at «DSGI SOUTH - EAST EUROPE A.E.B.E.», former «ΚOTSOVOLOS ΑΒΕΤΕ». The aforementioned transaction was concluded with a cash payment on 28.12.2008. Consequently Fourlis Holdings S.A does not have any participation on «DSGI SOUTH - EAST EUROPE A.E.B.E. », former «ΚOTSOVOLOS ΑΒΕΤΕ»
The corresponding non recurring amounts of year 2007 include profits of €7,6 mil due to the sale of 10% shareholding at «DSGI SOUTH - EAST EUROPE A.E.B.E.», former «ΚOTSOVOLOS ΑΒΕΤΕ» along with a profit of €3,3 mil due to the sale of its 24,15% shareholding in Iflex Solutions (currently named as ORACLE Financial Services Software A.E)
Below please find a list of basic ratios of the Group for the years 2008 and 2007 respectively.
| 2008 | 2007 | ||
|---|---|---|---|
| Current Assets | 61,24% | 65,49% | |
| Total Assets | |||
| 2008 | 2007 | ||
| Total Liabilities | 68,31% | 71,85% | |
| Total Equity & Liabilities |
| 2008 | 2007 | ||
|---|---|---|---|
| -- | -- | ------ | ------ |
| Total Equity | 31,69% | 28,15% |
|---|---|---|
| Total Equity & Liabilities |
| 2008 | 2007 | |
|---|---|---|
| Current Assets | 114,33% | 149,36% |
| Short Term Liabilities |
| 2008 | 2007 | |
|---|---|---|
| Operating Profit | 11,66% | 11,28% |
| Revenues |
| 2008 | 2007 | ||
|---|---|---|---|
| PBT | 37,61% | 43,18% | |
| Total Equity |
The Group at December 31, 2008 had 2.495 employees reporting a growth of 17,2% vs. year end 2007 where the headcount was at 2.512.
The aforementioned ratios combined with the Annual Financial Report and the Independent Auditors Report can assist all interested parties confirm the continuous progress of the Group's activities.
Fourlis Holdings S.A does not have any branches.
As it is already known, the global financial crisis which occurred during the considered year, had also its consequences in the Balkan area where the Group operates.
During the second quarter of 2008, the Board of Directors developed initiatives for the restriction of the consequences of the Foreign exchange differences and the increase of borrowing costs mainly in Romania, where the local money market is very sensitive with the fluctuations of the local currency as well as the interest rates. More specifically during 2008 approximately 85% of GENCO Trade Srl (Romania) loans were converted to local currency (RON) in an effort to avoid the exchange difference charges resulting from RON devaluating vs. the Euro.
In parallel the Group ensured the necessary Credit Limits, in order to assure the necessary funds for both operating capital and its investment plans.
Aiming to manage the receivables exposure we have reconsidered the credit policy at wholesale of electrical appliances in Greece and Romania and also signed insurance contracts with Euler Hermes for Greece and Garanta in Romania to safeguard the corresponding credit balances.
Despite the keen competition of the Retail Market as well as the consequences of the financial crisis during the last 4 months in 2008 especially in Romania, Electrical and Electronics appliances sector managed to marginally increase its sales vs. last year.
At 31.12.2008, Retail Trading of Furniture and Household Goods (IKEA) is operating in Greece three stores under the IKEA trade-mark (At Pylea of Salonica, at the Shopping Mall of the International Airport of Athens and at 96 Kifissou Avenue in Egaleo. The opening of the IKEA store at 96 Kifissou Avenue took place on the 26.03.2008 and attained great success.
The completion of the € 29.5 mm investment in privately owned facilities at Sximatari-Viotia and the performance of the "TRADE LOGISTICS SA" (since 18.03.2008) contributed a lot at the storage and the supply of IKEA stores.
During June 2008 "HOUSEMARKET BULGARIA EAD" was established in Bulgaria-Sofia for the development of the IKEA stores in Bulgaria. For this purpose a 60.000 m2 building plot in Vitosa area was obtained, aiming to host the first IKEA store in Sofia. The purchase of the above plot had a cost of €13,8 mil.
The founding of "WYLDES LIMITED" company in Cyprus, which is a subsidiary with main purpose the participation in companies in order to achieve the trading development of the around IKEA-Sofia area. We estimate that the realization of the aforementioned targets can create a local shopping/trading centre.
Retail Trading of Sporting Goods (INTERSPORT) has a strong presence in Greece with 28 stores and has also expand its network abroad with 11 stores in Romania, 1 in Bulgaria and 1 in Cyprus including the openings during the year 2008.
The following 5 stores opened in Greece during the year 2008:
Lamia at 15.03.2008, Alexandroupoli at 21.06.2008, Xanthi at 30.08.2008, Karditsa at 23.10.2008 and Menidi Attica at 01.12.2008
Moreover five new Intersport stores opened in Romania during the year 2008:
Arrad at 28.05.2008, Pitesti at 26.06.2008, Vitantis at 09.09.2008, Suceava at 14.11.2008 and in Βuzau at 27.11.2008
Below is a chart providing a comparison between Fourlis Holdings share price and Athens Stock Exchange General Index for the period 01/01/2008 to date.
Fourlis Holding S.A, following the approval of its General Assembly of June 30, 2008 has proceeded with a Stock Option Plan for its executives and the executives of its subsidiaries and affiliated companies. The General Assembly has authorized the Board of Directors to arrange all the procedural issues and materialize the Program.
The Board of Directors of Fourlis Holdings S.A with his 26.08.2008 convention defined the beneficiaries of the plan's first tranche. As a result an amount of 223.843 options were granted. Additionally we should note that up to Dec 31, 2008 no grants have been exercised. The consolidated annual results of 2008 include a provision of €16 th. by charging personnel costs and crediting equity.
During the Regular Annual General Assembly of the Shareholders of the Company, that took place on 13.06.2008 it was decided to adjust and harmonize the deed of partnership with the new regulation of 2190/1920 (post Law 3604/2007) by completing, amending and abolishing its articles and by recasting it into a new text (codification) .
The above modification of the deed of partnership was approved with the Κ2/8681/25.07.2008 decision of the Ministry of Development and was published at the Government Gazette, issue "Incorporated Companies and Ε.Π.Ε." (number 8418/29.07.2008).
The Global financial crisis (slowdown of Global and European economy) along with the negative signs for Greek Economy (significant slowdown of GDP, slowdown in construction and building activities along with banks tightening their credit policies towards consumers and businesses) create a very tough business environment.
The annual results, despite the aforementioned crisis and its consequences at the economies that our Group operates, we believe, create reasonable beliefs for a continuous growth for both 2009 and the years ahead.
Group's Management monitors very closely the developments and adopts its strategy in order to effectively face its negative implications as well as capitalize on the opportunities that will arise.
Being based on the comparative advantages of the Fourlis Group (brand awareness, financial health, accumulated experience in retail along with the leading positions of IKEA and Intersport) we will insist on our investment plans both locally and abroad.
More specifically during 2009 one more IKEA store will open at Thessalia while the next IKEA store at Ioannina will commence its operations during the 1rst half of 2010. Finally the aim is for the IKEA Sofia Bulgaria store to open by the end of 2010.
As far as Retail Sporting Goods are concerned the target is for 4-6 new store openings within 2009 in territories where Intersport is already active with its 41 stores (Greece, Romania, Bulgaria, and Cyprus).
The Group is exposed to financial risks such as foreign exchange risk, credit risk and interest rate risk. The management of risk is achieved by the central Treasury department, which operates using specific guidelines set by the Board of Directors. The Treasury department identifies, determines and hedges the financial risks in co-operation with the other departments that face these risks. The Board of Directors provides written instructions and directions for the general management of the risk, as well as specific instructions for the management of specific risks such as foreign exchange risk, interest rate risk and credit risk.
The Group is subject to foreign exchange risk arising for its transactions in foreign currencies (USD, RON) with suppliers which invoice the Group in currencies other than the local. The Group, in order to minimize the foreign exchange risk, in certain cases pre-purchases foreign currencies. The Group has investments in companies overseas, the net assets of which are subject to foreign exchange risk. This type of foreign exchange risk (translation risk) arises due to the operations in Romania (RON) and Bulgaria (BGN). Management has kept the foreign exchange risk in Romania to a minimum via loans in RON. As already mentioned during 2008 approximately 85% of GENCO Trade Srl (Romania) loans were converted to local currency (RON) in an effort to avoid the exchange difference charges resulting from RON devaluating vs. the Euro.
In Bulgaria the local currency is pegged to the Euro (EUR/BGN=1.95583) a fact which can not guarantee that in the case of a worsening situation this conversion ratio will remain constant.
The Group is subject to credit risk arising from the electrical and electronic appliances sector and is due to the collection of receivables in accordance with the customers' credit terms. The Group implements a strict credit policy which is monitored and evaluated constantly in order to ensure that each customer's balance does not exceed the granted credit limit. Furthermore, the majority of receivables are secured via entering into insurance contracts with companies like EULER HERMES and GARANTA for Greece and Romania respectively.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities. Cash flow risk is minimized via the availability of adequate credit lines. More specifically cash and cash equivalents for the period ended at December 31, 2008 amount at €104,2 mil vs. €70,4 mil of Dec 31, 2007.
As far as Group loans are concerned, below you can find a comparison between 2008 and 2007:
| Long Term Loans | ||
|---|---|---|
| Loans | 154.317 | 122.218 |
| Leasing | 24.322 | 27.032 |
| 178.639 | 149.250 | |
| Minus: Long Term Liabilities due within 12 months |
(91.585) | (3.089) |
| 87.054 | 146.161 | |
| Short Term Loans | 67.114 | 37.930 |
There are no litigations or legal issues that might have a material impact on the Group's Consolidated or Fourlis Holdings Stand Alone, Annual Financial Statements.
Fourlis Group belief that a <
The operation of CSR within a short time frame managed to deliver significant results.
More specifically on Sep 2008 our campaign aiming to increase the awareness of our colleagues related to the protection of Environment, Recycling and Energy Savings reached its peak.
Consequently and with the help of Group HR within 3 months we managed to recycle 1.500 tons of paper, 50 tons of plastic, 11 tons of iron & aluminium along with to substitute all the Group's paper needs with recycled paper.
Upon commencing the <
Our Group, through INTERSPORT, participated in <
Fourlis Group being always present at charity events contributed significantly towards the efforts of Organisations and other Foundations such as <
Our participation in voluntary blood donation is for granted along with the constant encouragement of the Group's HR towards our personnel's social activation.
In November 2008 Fourlis Holdings S.A has become an official member of United Nations Global Compact being the largest international initiative for Corporate Responsibility.
Fourlis Group initiatives in CSR will continue in the future via ensuring the necessary funds from our companies Budgets.
The major transactions between Group entities, which are being offset during consolidation, per Segment are as below:
Wholesale Electronics: During 2008, Fourlis Trade SA had revenues from sale of Goods of €196,6 th from Prime Telecom as well as €99,5 th from Service One. There were no corresponding significant amounts for the Year ended 31.12.2007
Retail Trading of Furniture and Household Goods :
During 2008 Housemarket S.A had revenues from sale of Goods of € 4,84 mil from House Market Cyprus Ltd. The corresponding amount for the period Jan-Dec 2007 was at €1,98 mil.
During 2008 Intersport S.A had revenues from sale of Goods of € 843,3 th from Intersport Cyprus Ltd. The corresponding amount for the period Jan-Dec 2007 was at €616,7 th.
During 2008 Intersport Cyprus Ltd had revenues from sale of Goods of € 319,5 th from Intersport S.A There were no corresponding significant amounts for the Year ended 31.12.2007. During 2008 Intersport S.A had revenues from sale of Goods of € 802,0 th from Genco Bulgaria Ltd.The corresponding amount for the period Jan-Dec 2007 was at €511,9 th.
During 2008 Intersport S.A had revenues from sale of Goods of € 7,69 mil from Genco Trade Srl Romania. The corresponding amount for the period Jan-Dec 2007 was at €2,4 mil.
During 2008 Trade Logisitcs S.A had revenues of € 3,3 mil from Housemarket S.A. There were no corresponding amounts for the Year ended 31.12.2007 as Trade Logistics S.A had not commenced its operations.
During 2008 Service One S.A had revenues of €2,8 mil from Fourlis Trade S.A. The corresponding amount for the period Jan-Dec 2007 was at € 2,3mil.
During 2008 Fourlis Holdings S.A had revenues of €942,4 th. for providing Administrative, Cash Management and Internal Audit Services to its subsidiaries and their subsidiaries. The corresponding amount for the period Jan-Dec 2007 was at €450,0 th.
During 2008 Fourlis Trade S.A had revenues of €994,3 th. for providing Administrative Support to its subsidiaries.The corresponding amount for the period Jan-Dec 2007 was at €652,8 th.
During 2008 Housemarket S.A had revenues of €180,4 th. for providing Administrative Support to a subsidiary.The corresponding amount for the period Jan-Dec 2007 was at €300,0 th.
| € 000s | Group | Stand Alone | ||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Board of Directors | 1.431 | 1.789 | 48 | 34 |
| Top Management remuneration |
884 | 1.526 | 846 | 1.135 |
Fourlis Holdings S.A and its affiliates do not hold own shares.
The Company's share capital amounts to Euro 50.952.920 and consists of 50.952.920 nominal shares with a par value of Euro one (1) each.
All the shares are common nominal shares, listed on the Athens Stock Exchange (category: Large Capitalization)
The shareholders' responsibility is limited to the nominal value of the shares that they own. No Treasury shares have been purchased.
The transfer of shares is made as prescribed by law and there are no restrictions as to their transfer by the Company's Articles of Association.
As at 31.12.2007, the following shareholders owned more than 5% of the voting shares of the Company:
Note that G22-HG 22 Smallcap World Fund Inc is a member of 'Capital Research and Management Company' which, within the framework of Law 3556 /2007, announced on 16.07.2007, that it owns 11,4989%, which includes the percentage owned by G22-HG 22 Smallcap World Fund Inc.
The Company does not have any preference shares.
There are no restrictions to voting rights arising for the Company's Articles of Association.
The Company is not aware of any Shareholder agreements resulting in restrictions to transfer of shares or to their voting rights nor is it prescribed by the Company's Articles of Association.
g. Rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Association which differ to those prescribed by Codified Law 2190/20.
The rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Association do not differ to those prescribed by Codified Law 2190/20.
h. The Board of Directors', or of various of its members, roles for the issue of new shares or the purchase of Treasury shares in accordance with Codified Law:
According to art 13 par 1 b of Law 2190/1920 and the Articles of Association, during the first 5 years from the Shareholders General Assembly decision the Board of Directors has the right, based on a majority of 2/3 of total members, to :
a. Increase Share Capital in total or partially through the issue of new shares for an amount that cannot exceed ½ of the paid in share capital at the date that Board was awarded the aforementioned right.
Assembly has to be announced 10 days before. The 2nd Repeated General Assembly is valid if at minimum, the 1/5 of the paid in capital representatives are physically present.
Consequently the Board of Directors decided for the following :
i. Significant agreements that the issuer has entered into, which come into force, are amended or terminate in the event that there are changes in control due to listing of the Company on the stock exchange:
There are no significant agreements the issuer has entered into, which come into force, are amended or terminate in the event that there are changes in control due to listing of the Company on the stock exchange.
j. Agreements that the issuer has entered into with members of the Board of Directors or its employees, which provide for indemnity in the event of termination or redundancy without cause due to the listing of the Company on the stock exchange.
There are no agreements that the issuer has entered into with members of the Board of Directors or its employees, which provide for indemnity in the event of termination or redundancy without cause due to the listing of the Company on the stock exchange.
Nothing to report
This report, the Annual Financial Statements of 2008, the Notes on the Annual Financial Statements along with the Auditors Report on Review of the Annual Financial Information have also been uploaded at the Group's internet site, address: http:/www.fourlis.gr
As already mentioned above the Board of Directors is constantly monitoring the situation and intervenes when appropriate in order to offset to the best possible extend the negative consequences.
According to our estimation, for the time being in all the countries that our Group operates we do not have valid reasons to revise our Strategy and our Investment Plans.
We strongly believe that despite the difficult financial situation our competitive advantage, being our liquidity status, we will capable to address all the consequences of the crisis and capitalize upon the upcoming opportunities.
Our Investment plan will continue especially through the development of the Retail Segment, where the maturity of the new stores (2008) along with the ones opening in 2009 and the near future will improve our Operating results.
Finally and having in mind the Group's financial needs we recommend to the Shareholders Annual General Assembly to approve a dividend per share for year 2008 of €0,3600.
N. Psichiko, Feb 23, 2009
The Annual Financial Statements, included in pages 22-73 are in accordance with the IFRS as applied in the European Union, are those approved by the Board of Directors of "FOURLIS HOLDINGS AE" on 23/02/2009 and are signed by the following:
Chairman CEO
Vassilios St. Fourlis Apostolos D. Petalas ID No. Σ-700173 ID No Π-319553
Finance Manager Chief Accountant Planning & Controlling
Theodore G. Poulopoulos Sotirios I Mitrou ID No. ΑΖ-547722 ID No. Π-135469 Ch. Acct.Lic. No. 36611 Α Class Ch.Acct.Lic. No. 30609 A Class
| Consolidated | ||||
|---|---|---|---|---|
| Note | 2008 | 2007 | ||
| Revenue | 5 | 784.447 | 670.079 | |
| Cost of sales | 5 | (546.347) | (471.202) | |
| Gross profit | 238.100 | 198.877 | ||
| Other operating income | 6 | 42.355 | 26.742 | |
| Distribution expenses | 6 | (150.080) | (115.671) | |
| Administrative expenses | 6 | (31.809) | (26.734) | |
| Other operating expenses | 6 | (7.070) | (7.602) | |
| Operating profit | 91.496 | 75.612 | ||
| Financial Expenses | 6 | (19.013) | (13.400) | |
| Financial Income | 6 | 3.750 | 3.003 | |
| Net Financial Result | 6 | (15.263) | (10.397) | |
| Profit before tax | 76.233 | 65.215 | ||
| Income tax expense | 24 | (20.591) | (18.617) | |
| Less differed taxes from non current assets classified as available for sale |
- | - | ||
| Profit for the period | 55.642 | 46.598 | ||
| Attributable to: | ||||
| Parent company shareholders | 25 | 55.057 | 46.183 | |
| Minority interest | 585 | 415 | ||
| Basic earnings per share (in Euro) |
||||
| Basic earnings per share | 25 | 1,08 | 0,91 | |
| Dilluted earnings per share | 25 | 1,08 | 0,91 |
(in thousands of Euro, unless otherwise stated)
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
(in thousands of Euro, unless otherwise stated)
| STAND ALONE | |||
|---|---|---|---|
| Note | 2008 | 2007 | |
| Revenue | - | - | |
| Cost of sales | - | - | |
| Gross profit | - | - | |
| Other operating income | 6 | 24.573 | 12.179 |
| Administrative expenses | 6 | (1.840) | (2.271) |
| Other operating expenses | 6 | (20) | (3.097) |
| Operating profit | 22.713 | 6.811 | |
| Financial Expenses | 6 | (1) | (96) |
| Financial Income | 6 | 700 | 626 |
| Net Financial Result | 6 | 699 | 530 |
| Income from associate companies | 19 | 11.000 | 15.526 |
| Profit before tax | 34.412 | 22.867 | |
| Income tax expense | 24 | (5.731) | (2.330) |
| Profit for the period | 28.681 | 20.537 | |
| Basic earnings per share (in Euro) |
|||
| Basic earnings per share | 25 | 0.56 | 0.56 |
| Dilluted earnings per share | 25 | 0,56 | 0,40 |
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
(In thousands of Euro, unless otherwise stated)
| Consolidated | Stand Alone | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Notes | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |||
| Non-current assets |
| Property, plant and equipment | 7 | 212.487 | 148.218 | 71 | 72 |
|---|---|---|---|---|---|
| Intangible assets | 9 | 5.145 | 4.997 | 35 | 19 |
| Investment Property | 8 | 23.822 | 23.818 | - | - |
| Investments | 10 | 95 | 95 | 88.267 | 88.254 |
| Long Term receivables | 5.065 | 6.894 | 180 | 176 | |
| Deferred taxes | 24 | 1.244 | 1.128 | 46 | - |
| Total non-current assets | 247.858 | 185.150 | 88.599 | 88.521 | |
| Current assets | |||||
| Investments | 11 | - | 237 | - | - |
| Inventory | 12 | 110.655 | 90.344 | - | - |
| Income tax receivable | 12.767 | 9.112 | 3.281 | 2.503 | |
| Trade receivables | 13 | 139.582 | 155.901 | 482 | 71 |
| Other receivables | 14 | 24.504 | 20.507 | 319 | 180 |
| Cash and cash equivalent | 15 | 104.218 | 70.483 | 40.343 | 21.885 |
| Non-current assets classified as | |||||
| available for sale | 16 | 49 | 4.738 | 47 | 4.736 |
| Total current assets | 391.775 | 351.322 | 44.472 | 29.375 | |
| Total Assets | 639.633 | 536.472 | 133.071 | 117.896 | |
| EQUITY | |||||
| Shareholders Equity | |||||
| Share capital | 17 | 50.953 | 50.953 | 50.953 | 50.953 |
| Share premium reserve | 11.864 | 11.864 | 12.208 | 12.208 | |
| Reserves | 19 | 64.152 | 49.741 | 29.151 | 27.984 |
| Retained earnings | 74.784 | 37.999 | 33.664 | 21.419 | |
| 201.753 | 150.557 | 125.976 | 112.564 | ||
| Minority interest | 945 | 481 | - | - | |
| Total Equity | 202.698 | 151.038 | 125.976 | 112.564 | |
| Liabilities | |||||
| Non – current liabilities | |||||
| Interest bearing loans and borrowings | 22 | 87.054 | 146.161 | - | - |
| Employee retirement benefits | 20 | 1.855 | 1.458 | 24 | 11 |
| Provisions | 265 | 216 | - | - | |
| Deferred taxes | 24 | 4.940 | 2.224 | - | 146 |
| Other Non current Liabilities | 164 | 160 | 163 | 161 | |
| 94.278 | 150.219 | 187 | 318 | ||
| Current liabilities | |||||
| Interest bearing loans and borrowings | 22 | 67.114 | 37.930 | - | - |
| Current portion of non-current interest | |||||
| bearing loans and borrowings | 22 | 91.585 | 3.089 | - | - |
| Income tax payable | 24 | 20.550 | 20.251 | 5.924 | 4.693 |
| Trade and other payables | 23 | 163.408 | 173.945 | 984 | 321 |
| 342.657 | 235.215 | 6.908 | 5.014 | ||
| Total Liabilities | 436.935 | 385.434 | 7.095 | 5.332 | |
| Total equity and liabilities | 639.633 | 536.472 | 133.071 | 117.896 | |
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
(In thousands of Euro, unless otherwise stated)
| Share Capital |
Share premium reserve |
Reserv es |
Revalua tion reserve |
Foreign exchange difference s from B/S translatio n reserve |
Retained earnings / (Accumul ated losses)) |
Total | Minority interest |
Total Equity |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ------------------ | ----------------------------- | -------------- | ---------------------------- | ---------------------------------------------------------------------------- | -- | -------------------------------------------------------- | -- | ------- | -- | ---------------------- | -- | ----------------- |
| Balance at 1/1/2007 |
50.953 | 11.875 | 30.111 | 18.641 | 539 | 1.946 | 114.065 | 134 | 114.199 |
|---|---|---|---|---|---|---|---|---|---|
| Profit for the period | 46.183 | 46.183 | 415 | 46.598 | |||||
| Foreign exchange differences from B/S translation |
(611) | (611) | (611) | ||||||
| Recognised Profit/Losses for the period |
- | - | - | - | (611) | 46.183 | 45.572 | 415 | 45.987 |
| Dividend distribution |
(9.171) | (9.171) | (68) | (9.239) | |||||
| Reserves | 1.056 | (1.056) | - | - | - | ||||
| Negative Net Equity of non Consolidated Entities |
99 | 99 | 99 | ||||||
| Chg of Minority rights % |
(11) | 5 | (2) | (8) | (8) | ||||
| Balance at 31/12/2007 |
50.953 | 11.864 | 31.172 | 18.641 | (72) | 37.999 | 150.557 | 481 | 151.038 |
| Balance at 1/1/2008 |
50.953 | 11.864 | 31.172 | 18.641 | (72) | 37.999 | 150.557 | 481 | 151.038 |
| Profit for the period | 55.057 | 55.057 | 585 | 55.642 | |||||
| Foreign exchange differences from B/S translation |
(891) | (4) | (895) | (895) | |||||
| Reserves from Fixed Assets Revaluation |
12.304 | 12.304 | 12.304 | ||||||
| Recognised Profit/Losses for the period |
- | - | - | 12.304 | (891) | 55.053 | 66.467 | 585 | 67.052 |
| Dividends | (15.285) | (15.285) | (122) | (15.407) | |||||
| Reserve | 2.983 | (2.983) | - | - | |||||
| SOP Reserve | 15 | 15 | 1 | 16 | |||||
| Balance at 31/12/2008 |
50.953 | 11.864 | 34.170 | 30.945 | (963) | 74.784 | 201.754 | 944 | 202.698 |
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
| Stand Alone | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium reserve |
Reserves | Retained earnings / (Accumulated losses) |
Total | |||||||||
| Balance as at 1/1/2007 | 50.953 | 12.208 | 27.976 | 10.061 | 101.198 | ||||||||
| Profit for the period Dividend distribution |
22.797 (9.172) |
22.797 (9.172) |
|||||||||||
| Reserve | 8 | (8) | - | ||||||||||
| Balance as at 31/12/2007 |
50.953 | 12.208 | 27.984 | 23.678 | 114.823 | ||||||||
| Balance as at 1/1/2008 | 50.953 | 12.208 | 27.984 | 21.419 | 112.564 | ||||||||
| Profit for the period | 28.681 | 28.681 | |||||||||||
| Dividend distribution | (15.285) | (15.285) | |||||||||||
| SOP Reserve | 16 | - | 16 | ||||||||||
| Reserve | 1.151 | (1.151) | - | ||||||||||
| Balance as at 31/12/2008 |
50.953 | 12.208 | 29.151 | 33.664 | 125.976 |
(In thousands of Euro, unless otherwise stated)
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
| Consolidated | Stand Alone | ||||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||||
| Operating Activities | |||||||
| Net profit before taxes | 76.233 | 65.215 | 34.412 | 22.867 | |||
| Movements: | |||||||
| Depreciation | 10.231 | 7.804 | 14 | 24 | |||
| Provisions | 2.447 | 6.520 | 16 | 3.009 | |||
| Foreign exchange differences | 131 | (544) | - | - | |||
| Results (Income, expenses, profit and loss) from investment activity |
(24.764) | (12.952) | (35.087) | (27.719) | |||
| Interest expense | 14.232 | 8.626 | 1 | 96 | |||
| Plus / less adjustments for changes in working capital related to the operating activities: |
|||||||
| Decrease / (Increase) in inventory | (21.281) | (17.919) | - | - | |||
| Decrease / (Increase) in trade and other receivables | 6.567 | (63.178) | (1.491) | (962) | |||
| (Decrease) / Increase in liabilities | (6.812) | 57.590 | 671 | (458) | |||
| Less: | |||||||
| Interest paid | (14.232) | (8.440) | (1) | (96) | |||
| Income taxes paid | (23.579) | (15.115) | (4.538) | (338) | |||
| Net cash generated from operations (a) | 19.173 | 27.607 | (6.003) | (3.577) | |||
| Investing Activities | |||||||
| Purchase of subsidiaries and related companies Purchase of tangible and intangible fixed assets Proceeds form disposal of of tangible and intangible fixed |
- (60.504) |
(3.508) (55.120) |
- (29) |
(694) (46) |
|||
| assets | 166 | 392 | - | - | |||
| Interest received | 1.653 | 1.222 | 700 | 626 | |||
| Proceeds from dividends Purchase of Other Investments |
- (5) |
426 (1.089) |
11.000 - |
15.526 (189) |
|||
| Proceed from sale of other Investmenst | 28.076 | 37.285 | 28.076 | 27.179 | |||
| Proceeds from Disposal of Subsidiaries, related companies and other investments. |
- | 218 | - | 218 | |||
| Total inflow / (outflow) from investing activities (b) | (30.614) | (20.174) | 39.747 | 42.620 | |||
| Financing activities | |||||||
| Proceeds from issued loans | 216.549 | 336.162 | - | 24.050 | |||
| Loans paid off | (152.873) | (286.501) | - | (32.170) | |||
| Payments of leasing liabilities | (2.707) | (2.794) | - | - | |||
| Dividends paid | (15.407) | (9.235) | (15.286) | (9.166) | |||
| Total inflow / (outflow) from financing activities (c) | 45.562 | 37.632 | (15.286) | (17.286) | |||
| Net increase / (reduction) in cash and cash equivalents for the period (a) + (b) + (c) |
34.121 | 45.065 | 18.458 | 21.757 | |||
| Cash and cash equivalents at the beginning of the period | 70.483 | 25.544 | 21.885 | 128 | |||
| Effect of foreign exchange differences on Cash | (386) | (126) | - | - | |||
| Closing balance, cash and cash equivalents | 104.218 | 70.483 | 40.343 | 21.885 |
The attached notes on pages 28 to 72 are an integral part of the Annual Financial Statements
FOURLIS HOLDINGS AE with the common use title of FOURLIS AE was incorporated in 1950 as Α. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS AEBE (Government Gazette, ΑΕ and EPE issue 618/13.06.1966). It was renamed to FOURLIS HOLDING ΑΕ by a decision of an Extraordinary Shareholders' Meeting on 10.03.2000, which was approved by decision Κ2-3792/25-04-2000 of the Ministry of Development.
Note that the Shareholders' Meeting also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The head office of the Company is located at the 340 Kifissias Avenue, N. Pshchiko. It is registered in the Company's Register of the Ministry of Development with registration number 13110/06/Β/86/01.
The Company's term, in accordance with its Articles of Incorporation, was originally set at 30 years. In accordance with a decision of the Extraordinary Meeting of the Shareholders on 19.02.1988, the term was extended for a further 30 years i.e. to 2026.
The current Board of Directors of the parent company is as follows:
The total number of employees of the Group as at 31/12/2008 and 31/12/2007 was at 2.945 and 2.512 respectively. The total number of employees of the Company as at 31/12/2008 and 31/12/2007 was at 5 and 4 respectively.
The Company's activities are the investment in domestic and foreign companies of all types. Furthermore, it purchases companies and participates in other companies' increases in share capital.
FOURLIS HOLDINGS SA also provides general administration services, treasury management and information technology services.
The Group companies included in the consolidated financial statements and the percentage shareholdings are:
| GENCO TRADE S.R.L. | Bucharest, Romania |
100,00% Fully consolidated | |
|---|---|---|---|
| GENCO BULGARIA L.T.D. | Sofia, Bulgaria | 100,00% Fully consolidated | |
| PRIME TELECOM AE | Athens | 82,91% | Fully consolidated |
| HOUSEMARKET AE | Athens | 100,00% Fully consolidated | |
| FOURLIS TRADE AEBE | Athens | 100,00% Fully consolidated | |
| INTERSPORT ATHLETICS AE | Athens | 100,00% Fully consolidated | |
| EUROELECTRONICS Α.Ε. * | Athens | 78,53% | Fully consolidated |
| SERVICE ONE Α.Ε. * | Athens | 99,94% | Fully consolidated |
| TRADE LOGISTICS ABETE * | Athens | 100,00% Fully consolidated | |
| H.M HOUSE MARKET (CYPRUS) LTD * | Nicosia, Cyprus | 100,00% Fully consolidated | |
| HOUSEMARKET BULGARIA EAD* | Sofia, Bulgaria | 100,00% Fully consolidated | |
| RENTIS Α.Ε * | Athens | 100,00% Fully consolidated | |
| INTERSPORT ATLETICS (CYPRUS) LTD* Nicosia, Cyprus | 100,00% Fully consolidated | ||
| WYLDES LIMITED* | Nicosia, Cyprus | 100,00% Fully consolidated | |
| SPEEDEX Α.Ε. | Athens | 49,55% | Net equity method |
*Companies which Fourlis Holdings S.A has an indirect holding
During the current period the consolidation also included HOUSEMARKET BULGARIA EAD and WYLDES LIMITED. Shareholding ratios at the rest of the affiliated companies have not changed vs. 2007
The attached Parent Company and Consolidated Financial Statements have been prepared on the historical cost basis, except for the valuation of various assets and liabilities, such as Non-current assets classified as available for sale which are at fair value, and on a going, concern basis. The attached Financial Statements are consisted from the stand alone and consolidated financial statements of the parent company and the Group and they have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. There are no IFRS which have been applied prior to their first implementation date.
The parent company and its Greek subsidiaries, until 31 December 2004, have been prepared their accounting records and their financial statements in accordance with Codified Law 2190/1920 and the valid tax legislation. After 1st January 2005 and onwards, the parent company and its Greek subsidiaries are obliged, according to the valid legislation, to prepare their financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union.
The Group makes judgments, estimates and assumptions in order, either to choose relevant accounting principles, or in accordance with the future evolution of facts and transactions. The aforementioned judgments, estimates and assumptions are periodically re-evaluated in order to be in accordance to the most recent data and to reflect the possible risks and are based on the management's previous experience in accordance with the level/volume of the relevant facts or transactions.
The basic judgments and estimates that are related to data the evolution of which could affect the accounts of the financial statements, the next consecutive 12 months are mentioned in the definition of Bad Debt derived from trade receivables, together with the definition of after retirement benefits to personnel and Stock Option Plan. More information is presented in the relevant paragraphs of the Notes.
The Financial Statements have been prepared in accordance with following accounting principles and the amounts are in thousands of Euro, unless otherwise stated.
Subsidiary Companies: The consolidated financial statements include the parent company's financial statements and those of the subsidiaries it controls. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The subsidiaries' financial statements are prepared at the same date and using the same accounting policies as the parent company.
Intragroup transactions, balances and unrealized gains resulting from transactions between the parties are eliminated. Unrealized losses are also eliminated, except if the transaction shows signs of impairment of the transferred asset.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
The cost of acquisition of a subsidiary is the fair value of the assets contributed, the shares issued and the liabilities assumed at the transaction date, plus any costs associated with the transaction. The individual assets, liabilities and contingent liabilities purchased in a business combination, at the acquisition date, are measured at their fair values despite the percentage shareholding. The excess of the purchase cost over the fair values of the net identifiable assets acquired is shown as goodwill. If the purchase cost is less than the fair values of the net identifiable assets acquired, the difference is taken directly to the income statement.
Minority interests are recorded in proportion to their fair value. In future years, any losses are allocated proportionately to the minority, in addition to the minority interest.
The financial results of subsidiaries, that are acquired or sold within the financial year, are included in the consolidated income statement from or up to the date of acquisition or sale, respectively. At the stand alone financial statements of the parent company all investments in subsidiaries or associated companies are accounted at their acquisition cost less any impairments.
Associates: Associates are those entities, in which the Group has significant influence, but not control, over the financial and operating policies and therefore cannot be characterised as subsidiaries or as joint ventures. The information used by the Group suggests that any percentage holding between 20% and 50% implies a significant influence over that company
The investment in Associates is presented on the Balance Sheet at cost adjusted with the differences of the participation of the Group in the net assets of the Associate and taking into consideration the possible impairment of individual investments.
The Group's share in the gains or losses of associates after acquisition is recognized in the income statement, and the share in the movement in reserves after acquisition is recognized as reserves. The accumulated movements affect the accounting value of investment in associates. When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.
The difference between the cost of acquisition of an associate and the fair value of the acquired net asset value (assets minus liabilities minus possible other liabilities) is recorded as goodwill in the year in which the acquisition took place, in the account of 'investment in associates'.
If the cost of acquisition is less than the above mentioned fair value, this difference is recorded in the income statement of the year that the acquisition took place.
Other Investments: Investments in companies where significant influence is not exercised is initially recognized at cost, which is the fair value of the purchase price paid. The investments, depending on the purpose for which they were purchased, are then classified as measured at fair value, with gains or losses recognized in the income statement; as held to term and as financial assets and liabilities available for sale. Investments classified as held to term are measured at the unamortized cost, using the effective interest rate. Investments classified as available for sale are measured at their fair value and gains or impairment losses are recorded directly to Net Equity. In the parent company financial statements, investments in subsidiaries and associates are recorded at cost less any impairment in the parent company's financial statements.
A Business segment is defined as a group of assets and operations, which are subject to risks and rewards that are different from those of other segments.
The Group is active in following Business Segments:
Trading of Electrical and Electronic Appliances Trading of Home Furnishing Trading of Sporting Goods
A Geographic segment is a geographic region in which products and services are offered and which is subject to different risks and rewards from other regions. the Group is operating in Greece and in Southeastern Europe (Romania, Bulgaria, and Cyprus).
The companies of the Group maintain their books in the currency of the financial environment in which each company operates (functional currency). The consolidated financial statements are presented using Euro which is the functional currency of the parent company
Transactions in foreign currencies are converted to the functional currency according to the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognized in the income statement.
Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Euro at foreign exchange rates ruling at the dates the fair value was determined.
The translation of the financial statements of the Group's companies which use a different functional currency from the parent company is performed as follows:
Assets and liabilities are translated to Euro at the foreign exchange rate ruling at that date.
Income and expenses are translated using the average foreign exchange rate during the period unless the foreign exchange rates have significant fluctuations. The resulting foreign exchange differences (gains/losses) are recognized in a separate line in Equity and are transferred to the income statement when the subsidiary is sold, with the exception of IFRS first implementation where they were deleted.
Goodwill and adjustments to fair values that are realized from an acquisition abroad are translated at the foreign exchange rate ruling at the Balance Sheet date.
Property, plant and equipment are measured, by category, as follows:
Significant additions and improvements are recognised as part of the cost of the asset if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. All other costs (repairs and maintenance) are recognised in the income statement as an expense as incurred.
The fair value of land and buildings is determined by independent values, less future depreciation and impairment. Land and buildings are revalued on a regular basis in order to eliminate differences between the carrying value and the fair values at the Balance Sheet date.
Any increase in the value of 'productive' land and buildings that arises from the revaluation of the fair value, is recorded as a reserve under Equity, unless it is a reversal of an impairment loss which had been previously recorded as an expense. In that case an equivalent amount of the revaluation is taken to income.
Decreases in the accounting value that might arise from the fair value valuation, are booked to expenses after setting off any revaluation reserve recorded for the specific asset.
On disposal of Property, plant and equipment, the difference between actual selling value and accounting value is recorded as a profit or loss in the income statement. The related revaluation reserve recorded is transferred to retained earnings.
The Group is following the straight line depreciation method for all the assets during the whole of their useful lives. Useful life figures are re-estimated on an annual basis.
The estimated useful lives of the Group assets, except of the land that is not depreciated, are as follows:
| Category | Depreciation | Useful life |
|---|---|---|
| rate | ||
| Buildings - Building installations | 4% - 8% | 12 - 25 years |
| Buildings on third party land | 8% - 33% | 3 - 12 years |
| Machinery and equipment | 11% | 9 years |
| Motor vehicles | 11% - 17% | 6 - 9 years |
| Miscellaneous equipment | 10% - 25% | 4 - 10 years |
The 'productive' buildings or the ones that their use is not defined and are under construction are recorded at cost, less any impairment losses. This cost includes professional compensations and cost of debt. The depreciation of those buildings starts from the time the buildings are ready for use, as it happens for the rest buildings of the Group.
The cost of debt that is related with the acquisition, construction or production of assets, the completion of which requires significant time, is added to their cost, until the time that they are ready for use or disposal.
The income that is derived from the short-term deposit of loans that, was initially raised for the funding of the above-mentioned assets, is deducted from the respective cost of debt.
All the other costs of debt are recorded in the income statement of the year incurred.
Goodwill is the difference between the cost of acquisition and the fair value of the net identifiable assets acquired. Goodwill, at least annually, is a subject to impairment test. This measurement is carried out in accordance with the provisions of IAS 36, "Impairment of Assets". As a result, after initial recognition, goodwill is measured at cost less any impairment losses. Goodwill is recorded as an asset and as already stated is tested for impairment at least once a year. Any impairment loss is recorded directly to the income statement and cannot be reversed.
The resulting Goodwill from the acquisition of subsidiaries is reflected as an Intangible Asset. Goodwill arising from the acquisition of subsidiaries is recorded in the cost of the investment. The recognized goodwill, based on the exception provided by IFRS 1, was calculated based on the previous GAAP and is reflected at the same way as that of the last published Group financial statements prior to the transition to IFRS. Therefore, at the date of transition to IFRS the goodwill (differences on consolidation) was written off against retained earnings.
Goodwill of Euro 2.621 thousand which arose at 30 June 2004, after the date of transition to IFRS, due to the additional percentage of a subsidiary acquired, was determined in accordance with IFRS 3 and was reflected under Intangible Assets.
The gain or loss on disposal of a subsidiary, associate or entity under common control is determined via reference to the goodwill applicable to the cash generating unit.
For purposes of testing goodwill for impairment, goodwill is allocated to cash generating units, which are represented by the primary segment of reporting. For purposes of impairment losses valuation, assets are allocated in the minimum possible cash generating units.
Trademarks and licenses are valued at cost less amortization. Amortization is charged to the income statement on a straight-line basis over the estimated useful lives, which have been determined at 5 years.
Software licenses are valued at cost less amortization and impairment losses. Amortization is charged to the income statement on a straight-line basis over the estimated useful lives, which have been determined at 3-4 years.
Expenditure on development and maintenance of software is expensed as incurred. Expenditure of development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is realized as intangible assets under the following assumptions: a) when a specific asset is created b) when there is a possibility that the created asset will bring future financial gains and c) when the cost of development can be accurately determined. Such expenditures include also labour costs and an appropriate proportion of overheads.
Intangible assets with an indefinite life that are not depreciated are tested for impairment at least yearly. The carrying amounts of the Group's assets are reviewed for possible impairment when there is indication that the book value can not be recovered i.e. when the book value is higher than the recovered amount from their use or sale.
The recoverable value is the greater of the fair value less costs to sell and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable value is less than the net book value, then the net book value is reduced to the recoverable value.
Impairment losses are expensed as incurred, except if the asset has been revalued, then the impairment loss reduces the related revaluation reserve.
If in a later period, the impairment loss needs to be reversed, for facts incurred after the impairment indication, for the net book value of the asset is increased to the value of the revised recoverable value, to the extent that the revised net book value does not exceed the net book value that would have been determined if an impairment loss had not been recorded in previous periods.
The reversal of an impairment loss is taken to income, except if the asset has been revalued, whereby the impairment loss increases the related revaluation reserve.
A financial instrument consists of every agreement that creates a financial asset in a business and a financial liability or equity instrument in another business.
The group's financial instruments are classified in the following categories based on the substance of the agreement and the purpose for which they were acquired.
Represents financial assets, which satisfy any of the following conditions:
• Financial assets held for trading (including derivatives, except for those used to hedge risks, those that are acquired or created in order to be sold or re-acquired and those which form part of a portfolio of recognized financial means).
• On initial recognition, the business classifies the financial asset as one valued at fair value, with recognition of the gains/losses in the income statement.
Includes financial items (not derivative in nature) with stable or determinable payments, which are not traded on active markets. This category (loans and receivables) does not include:
Includes non-derivative financial items with stable or determinable payments with set expiry dates and for which the Group has the intent and capability to hold to term.
Includes non-derivative financial items either classified under this category or which cannot be classified under any of the other abovementioned categories.
Financial assets available for sales are valued at fair value and the related gains or losses are recorded as a reserve under equity until the item is sold or classified as impaired.
At the date of sale or on classification as impaired, the gains or losses are transferred to the income statement. Impairment losses recorded to the income statement are not reversed through the income statements.
Purchases and sales of investments are recognized at the transaction date, which is the date that the Group commits to purchase or sell the item. Investments are initially recorded at fair value plus directly allocated costs, except for the directly allocated costs of items valued at fair value with gains or losses being recorded to the income statement. Investments are written-off when the right to the cash flows of the investment expire or are transferred and the Group has essentially transferred all the risks and rewards related to the ownership of the investment.
Receivables and loans are recognized at unamortized cost based on the effective interest rate method. Realized and unrealized gains or losses that arise from changes in the fair values of financial assets valued at fair value, the gains/ losses of which are recorded to the income statement, are recognized in the income statement in the year incurred.
The fair values of financial assets, which are traded on active markets, are determined by the market values. The fair value of financial assets not traded on active markets is determined by the use of valuation techniques such as : analysis of recent transactions, benchmarking and by the net present value of cash flows. Equity instruments not traded on an active market and classified as financial assets Available for sale and whose fair value cannot be reliably estimated are valued at cost.
At each balance sheet date, the Group determines if there are objective indications which may lead to the conclusion that the financial assets are impaired. For shares in companies which have been classified as Available for sale, such an indication is the significant or protracted decrease in the fair valued as compared to the cost. If the impairment can be substantiated, the accumulated loss recorded under Equity is transferred to the income statement.
Inventory is valued at the lower of cost or net realizable value. Cost is determined using the weighted average method. The cost of completed products and incomplete inventory includes the cost of direct raw materials, the direct labor cost and the general industrial expenses. The net realizable value is the estimated sales price less any costs to sell. The cost of inventory does not include any financial expenses.
Cash and cash equivalents include cash at banks and on hand, as well as short term investments of high liquidity and low risk.
Non-current assets available for sale are valued at the lower of their carrying value and fair value less costs to sell.
Non-current assets are classified as available for sale if their carrying value will be recovered via disposal and not through use. This condition is valid only if the sale is probable and the asset is available for immediate sale. Management must be committed to sell the asset which will occur either via a contractual obligation or within one year from the date when the asset was originally classified as available for sale.
Direct costs incurred for increases in share capital are recorded, net of related income taxes against the share premium reserve. Direct costs from the increases in share capital, which are related to acquisitions, are included in the cost of this acquisition.
The cost of Treasury shares net of any related income tax is recorded as a reduction of Equity, until these shares are sold or canceled. Any gain or loss on sale of Treasury shares, net of direct transaction costs and any related income tax, is recorded as a reserve account under Equity.
Loans are initially recorded at their fair value less any direct costs related to the transaction. Subsequently, they are valued at their amortized cost using the effective interest rate
Income tax on the profit or loss for the year comprises current and deferred tax, i.e. the taxes or tax benefits that arise during the period but have been taxed or will be taxed by the tax authorities in other periods. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current income tax is included in short term payables or/and receivables to the financial authorities and is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Current and deferred taxes are measured using tax rates and laws enacted at the balance sheet date, based on the taxable income for the year. All changes in the current tax assets and liabilities are recognized as income tax expense in the income statement.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes and are calculated using the tax rates which will be in effect at the date that the assets and liabilities they relate to will reverse.
The expected tax effects of temporary tax differences are recognized either as future (deferred) tax liabilities or as deferred tax assets.
Deferred tax assets are recognized for deductible temporary differences and unused tax losses, to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred taxes are reviewed at each balance sheet date and are reduced by the extent that future taxable income will not be available against which the asset can be utilized.
The Company sets off deferred tax assets and deferred tax liabilities only if:
Within the same taxable business unit, or
In different taxable business units, which are prepared to set off current tax liabilities and receivables or collect tax receivables and pay liabilities simultaneously, in every future period that all significant deferred tax liabilities or assets are settled or recovered.
Short term benefits to personnel in money or in kind are recorded as an expense as they accrue.
According to the regulations of Law 2112/20, the Group pays compensation on retirement or dismissal. Such compensation is a function of employees' years of service and salary payable at the time of retirement or dismissal, the amount of which is determined based on their years of service, their remuneration and the method of departure from the company (dismissal or retirement). The obligations for dismissal compensation are calculated on the present value of future accrued employee benefits at the end of the year, based on the option employee benefit recognition during their expected labor life. The above mentioned obligations are calculated according to financial and relative assumptions and they are determined using the Projected Unit Method. Net retirement compensation costs of the period are included in the attached income statement report and they are consisted from the present value of the employee benefits that became accrued during the year, the interest derived from the employee benefit obligation and the relative profit or loss that they are recorded immediately. For the calculation of the present value it is used in the discount factor the interest of long term Greek Bonds.
The employees of the Group are covered, in terms of insurance programs, mainly through the Social Insurance Institution (IKA) the largest Social Security Organization of the private sector, which supplies pension and medical coverage.
Every employee is obliged to participate partially, through his salary, in the costs of insurance program coverage, while the rest of the cost is covered from the Group.
After retirement, the pension fund is the only responsible to cover the obligation of pensions and retirement benefits to the employees. As a consequence the Group does not have any other legal or future obligation to cover future employee benefits according to this pension program. The accrued social security contributions are recorded as an expense in the consequent financial period. This program is considered and recorded as specific security contributions.
Starting from year 2007 for the parent company and from year 2008 for the subsidiary companies, every full time employee of the Group belonging to the management team, according to the internal company procedures, is covered through insurance pension program and other benefits program. The Group covers, the contract defined fees, while the financial treatment and management of the program is done through the insurance company. The accrued cost of the insurance fees is recorded as expense of the relevant period. This pension program is considered and it is recorded as specified insurance fees.
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Provisions are reviewed at each balance sheet date in order to reflect the current value of the expense that will be required to settle the liability. Contingent liabilities and assets are not recognised in the financial statements but are disclosed in the Notes, unless there is a probability of financial outflow or inflow.
Revenue: Revenue is valued at the fair value, of sales of goods and provision of services, net of Value Added Tax, discounts and returns.
The recognition of revenue is as follows:
- Sales of goods: Sales of goods are recognized when the Group delivers the goods to the customers, the goods are accepted and the collection of the receivable is reasonably assured. Retail sales are either through cash payments or through credit cards. In these cases the income recorded is gross which of related credit card fees.
In the case of guarantees for returned retail sales, the returns are recorded as incurred.
- Provision of services: The income from provision of services is recorded in the period in which the service is provided, based on the stage of completion of the provided service.
- Interest income: Interest income is recognized proportionally using the effective interest rate. When there an indication of impairment of the receivables, the carrying value is reduced to the recoverable amount, which is the present value of the future cash flows discounted with the initial effective interest rate. Interest is then recorded with the same interest rate on the impaired value (new carrying value).
- Dividends: Dividends are recorded as income when the right to collect vests.
Expenses: Expenses are recognized in the income statement as accrued.
- Advertising costs: Advertising costs are expensed as incurred and are included in distribution expenses.
- Borrowing costs: Underwriters costs, legal and other direct costs incurred during the issue of long term loans, are added to the loan balances and are recorded to the income statement based on the effective interest rate method over the duration of the loan.
Leasing contracts in which mainly all the risks and benefits of the property remain with the lessor, are recorded as operating leases and the expenses from operating leases are recorded as expenses based on the straight-line method during the lease period.
- Lessor: Income from operating leasing is realized as income based on straight-line method during the life of the leasing contract.
- Group company as lessee: Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership regardless of the final transfer of the ownership title or not, are classified as finance leases. The property held under finance leases are capitalized at the inception of the lease at the lower of its fair value and the present value of the minimum lease payments. Every lease payment is split between the liability and the financial expenses in order to achieve a fixed interest rate on the residual financial liability. The relevant liabilities arising from lease payments net of financial expenses are classified as liabilities. The portion of the financial expenses relating to finance leases is recognized in the income statement over the duration of the lease. The property, plant and equipment acquired through a finance lease are depreciated at the lower of the assets' useful lives and the lease period.
Assets and liabilities may not be set-off in the financial statements unless there is a legal right for the set-off and intention for settlement of the net amount or settlement of the asset and liability simultaneously.
The basic and diluted earnings per share are calculated by dividing net profits after taxes by the weighted average number of shares of each period/year.
A range of new standards along with modifications and interpretations of existing oneshave not been applied during the 2008 and consequently have been taken into consideration for the Consolidated Financial Statements of the above year.
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2008, and have not been applied in preparing these consolidated financial statements:
• IFRS 8 Operating Segments introduces the "management approach" to segment reporting. IFRS 8, which becomes mandatory for the Group's 2009 consolidated financial statements, will require a change in the presentation and disclosure of segment information based on the internal reports regularly reviewed by the Group's Chief Operating Decision Maker in order to assess each segment's performance and to allocate resources to them. Currently the Group presents segment information in respect of its business and geographical segments (see note 5).
• Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23 will become mandatory for the Group's 2009 consolidated financial statements. In accordance with the transitional provisions, the Group will apply the revised IAS 23 to qualifying assets for which capitalisation of borrowing costs commences on or after the effective date. Therefore there will be no impact on prior periods in the Group's 2009 consolidated financial statements.
• IFRIC 13 Customer Loyalty Programmes addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programmes under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Group's 2009 consolidated financial statements, is not expected to have any impact on the consolidated financial statements.
• Revised IAS 1 Presentation of Financial Statements (2007) introduces the term total comprehensive income, which represents changes in equity during a period other than those changes resulting from transactions with owners in their capacity as owners. Total comprehensive income may be presented in either a single statement of comprehensive income (effectively combining both the income statement and all non-owner changes in equity in a single statement), or in an income statement and a separate statement of comprehensive income. Revised IAS 1, which becomes mandatory for the Group's 2009 consolidated financial statements, is expected to have a significant impact on the presentation of the consolidated financial statements. The Group plans to provide total comprehensive income in a single statement of comprehensive income for its 2009 consolidated financial statements.
• Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation requires puttable instruments, and instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation, to be classified as equity if certain conditions are met. The amendments, which become mandatory for the Group's 2009 consolidated financial statements, with retrospective application required, are not expected to have any impact on the consolidated financial statements.
• Revised IFRS 3 Business Combinations (2008) incorporates the following changes that are likely to be relevant to the Group's operations:
The definition of a business has been broadened, which is likely to result in more acquisitions being treated as business combinations.
Contingent consideration will be measured at fair value, with subsequent changes therein recognised in profit or loss.
Transaction costs, other than share and debt issue costs, will be expensed as incurred.
Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss recognised in profit or loss.
Any non-controlling (minority) interest will be measured at either fair value, or at its proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-bytransaction basis.
Revised IFRS 3, which becomes mandatory for the Group's 2010 consolidated financial statements, will be applied prospectively and therefore there will be no impact on prior periods in the Group's 2010 consolidated financial statements.
• Amended IAS 27 Consolidated and Separate Financial Statements (2008) requires accounting for changes in ownership interests by the Group in a subsidiary, while maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The amendments to IAS 27, which become mandatory for the Group's 2010 consolidated financial statements, are not expected to have a significant impact on the consolidated financial statements.
• Amendment to IFRS 2 Share-based Payment – Vesting Conditions and Cancellations clarifies the definition of vesting conditions, introduces the concept of non-vesting conditions, requires non-vesting conditions to be reflected in grant-date fair value and provides the accounting treatment for non-vesting conditions and cancellations. The amendments to IFRS 2 will become mandatory for the Group's 2009 consolidated financial statements, with retrospective application. The Group has not yet determined the potential effect of the amendment.
• IFRIC 13 Customer Loyalty Programs addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programs for their customers. It relates to customer loyalty programs under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Group's 2009 financial statements, is not expected to have any impact on the consolidated financial statements. This interpretation has been endorsed by the European Union.
• IFRIC 15 Agreements for the Construction of Real Estate addresses and provides guidance on the accounting for agreements for the construction of real estate with regard to both the accounting standard to be applied (IAS 11 or IAS 18) and the timing of revenue recognition. The scope of the interpretation also includes agreements that are not solely for the construction of real estate, but which include a component for the construction of real estate. IFRIC 15, which becomes mandatory for the Group's 2009 consolidated financial statements, is not expected to have any impact on the consolidated financial statements. This interpretation has not been endorsed by the European Union.
• IFRIC 16 Hedges of a Net Investment in a Foreign Operation clarifies that:
net investment hedging can be applied only to foreign exchange differences arising between the functional currency of a foreign operation and the parent entity's functional currency and only in an amount equal to or less than the net assets of the foreign operation
the hedging instrument may be held by any entity within the group except the foreign operation that is being hedged
on disposal of a hedged operation, the cumulative gain or loss on the hedging instrument that was determined to be effective is reclassified to profit or loss.
The Interpretation allows an entity that uses the step-by-step method of consolidation an accounting policy choice to determine the cumulative currency translation adjustment that is reclassified to profit or loss on disposal of a net investment as if the direct method of consolidation had been used. IFRIC 16, which becomes mandatory for the Group's 2009 consolidated financial statements, applies prospectively to the Group's existing hedge relationships and net investments. The Group is currently in the process of evaluating the potential effect of this Interpretation. This interpretation has not been endorsed by the European Union.
• Amendments to IAS 39 Financial Instruments: Recognition and Measurement-Eligible Hedged Items clarifies the application of existing principles that determine whether specific risks or portions of cash flows are eligible for designation in a hedging relationship. The amendments will become mandatory for the Group's 2010 consolidated financial statements with retrospective application required. The Group is currently in the process of evaluating the potential effect of this amendment. These amendments have not been endorsed by the European Union.
• IFRIC 17 Distributions of Non-cash Assets to Owners provides guidance on when and how a liability, for certain distributions of non-cash assets, is recognized and measured, and how to account for settlement of that liability. Transactions within its scope will need to be measured at fair value. The Interpretation applies to non-reciprocal distributions of non-cash assets to owners acting in their capacity as owners, in which all owners of the same class of equity instruments are treated equally. It also applies to distributions in which an entity gives its owners a choice between receiving non-cash assets and a cash alternative. IFRIC 17 does not apply to the recipient of the distribution. In addition, the Interpretation does not apply to distributions in which the assets being distributed ultimately are controlled by the same party or parties before and after the distribution (common control transactions) or distributions of a portion of an entity's ownership interest in a subsidiary when control is retained. IFRIC 17, which applies prospectively (i.e. retrospective application is not permitted), will become mandatory for the Group's 2010 consolidated financial statements, and is not expected to have any impact on the consolidated financial statements. This interpretation has not been endorsed by the European Union.
• IFRIC 18 Transfer of Assets from Customers provides guidance on transfers of property, plant and equipment, or cash to acquire or construct it, for entities that receive such contributions from their customers. These entities require such contributions in order to connect their customers to a network and/or provide them with ongoing access to a supply of goods and services. In addition to the contribution of property, plant and equipment or cash, customers usually are required to pay for the goods or services based on their usage. The Interpretation addresses whether a transferred item of property, plant and equipment should be recorded as an asset by the receiving entity and if so, at what amount should the asset be recognized initially, if the asset is recorded at fair value on initial recognition, how should the resulting revenue be accounted for (timing of revenue recognition) and how should a cash contribution be accounted for. IFRIC 18, which applies prospectively, will become mandatory for the Group's 2010 consolidated financial statements, and is not expected to have any impact on the consolidated financial statements. This interpretation has not been endorsed by the European Union.
• Amended IFRS 1 First –time Adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements-Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate address issues related to the accounting for investments in subsidiaries, jointly controlled entities and associates in separate financial statements at cost and particularly to allow first-time adopters relief from certain requirements of IAS 27. The amendments to IFRS 1 allow a first-time adopter, at its date of transition to IFRSs in its separate financial statements, to use a deemed cost to account for an investment in a subsidiary, jointly controlled entity or associate as either the fair value determined in accordance with IAS 39 Financial Instruments: Recognition and Measurement or the previous GAAP carrying amount of the investment at the entity's date of transition to IFRSs. Furthermore, the amendments remove the definition of "cost method" currently set out in IAS 27, and require all dividends from a subsidiary, jointly controlled entity or associate to be recognized as income in the separate financial statements of the investor when the right to receive the dividend is established. The amendments to IFRS 1 and IAS 27 will become mandatory for the Group's 2009 consolidated financial statements. As the Group has already adopted IFRS, these amendments do not have any impact on the consolidated financial statements. These amendments have been endorsed by the European Union.
• The International Accounting Standards Board made certain amendments to existing standards as part of its first annual improvements project. The effective dates for these amendments vary by standard and most will be applicable to the Group's 2009 consolidated financial statements. The Group does not expect these amendments to have any significant impact on the consolidated financial statements.
The Group is subject to foreign exchange risk arising for its transactions in foreign currencies (USD, RON) with suppliers which invoice the Group in currencies other than the local. The Group, in order to minimize the foreign exchange risk, in certain cases pre-purchases foreign currencies. The Group has investments in companies overseas, the net assets of which are subject to foreign exchange risk. This type of foreign exchange risk (translation risk) arises due to the operations in Romania (RON) and Bulgaria (BGN). Management has kept the foreign exchange risk in Romania to a minimum via loans in RON. As already mentioned during 2008 approximately 85% of GENCO Trade Srl (Romania) loans were converted to local currency (RON) in an effort to avoid the exchange difference charges resulting from RON devaluating vs. the Euro.
In Bulgaria the local currency is pegged to the Euro (EUR/BGN=1.95583) a fact which can not guarantee that in the case of a worsening situation this conversion ratio will remain constant.
The Group is subject to credit risk arising from the electrical and electronic appliances sector and is due to the collection of receivables in accordance with the customers' credit terms. The Group implements a strict credit policy which is monitored and evaluated constantly in order to ensure that each customer's balance does not exceed the granted credit limit. Furthermore, the majority of receivables are secured via entering into insurance contracts with companies like EULER HERMES and GARANTA for Greece and Romania respectively.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities. Cash flow risk is minimized via the availability of adequate credit lines. More specifically cash and cash equivalents for the period ended at December 31, 2008 amount at €104,2 mil vs. €70,4 mil of Dec 31, 2007.
The Group's activities comprise mainly one geographical area, that of the wider European region, primarily Greece along with countries of Southeastern Europe. Therefore the main financial interest is concentrated in the business classification of the Group's activities, where the different economic environments constitute different risks and rewards.
| Trading of Electrical – Electronic Equipment |
Furniture and Household Goods |
Sportswear | Unallocated | Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1/1 – 31/12 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 |
| Revenue | 377.006 | 358.754 | 334.231 | 252.526 | 73.210 | 58.799 | - | 784.447 | 670.079 | |
| Cost of goods sold | (313.751) | (298.737) | (194.919) (142.058) (37.677) (30.407) | - | (546.347) | (471.202) | ||||
| Gross margin | 63.255 | 60.017 | 139.312 110.468 | 35.533 28.392 | - | - | 238.100 | 198.877 | ||
| Other operating income | 15.401 | 13.257 | 2.426 | 1.789 | 1.080 | 748 23.448 10.948 | 42.355 | 26.742 | ||
| Distribution expenses | (49.626) | (41.474) | (79.425) | (56.337) (21.029) (17.857) | - | (3) | (150.080) | (115.671) |
Group results by segment for the years 2008 and 2007 are as below:
| Administrative expenses | (6.605) | (9.788) | (16.181) | (10.273) | (7.188) | (4.404) (1.835) (2.269) | (31.809) | (26.734) | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Other operating expenses | (5.117) | (4.710) | (716) | (1.735) | (1.217) | (509) | (20) | (648) | (7.070) | (7.602) |
| Operating profit before financing costs |
17.308 | 17.302 | 45.416 | 43.912 | 7.179 | 6.370 21.593 8.028 | 91.496 | 75.612 | ||
| Net financing costs | (8.577) | (5.517) | (6.703) | (4.687) | (681) | (723) | 698 | 530 | (15.263) | (10.397) |
| Profit / loss before taxes |
8.731 | 11.785 | 38.713 | 39.225 | 6.498 | 5.647 22.291 8.558 | 76.233 | 65.215 | ||
| Income tax | (2.811) | (3.346) | (10.187) | (11.555) | (1.862) | (1.386) (5.731) (2.330) | (20.591) | (18.617) | ||
| Profit After Tax | 5.920 | 8.439 | 28.526 | 27.670 | 4.636 | 4.261 16.560 6.228 | 55.642 | 46.598 | ||
| CAPEX | 415 | 133 | 53.597 | 53.338 | 6.463 | 2.129 | 29 | 47 | 60.504 | 55.647 |
| Depreciation | 1.058 | 1.355 | 7.533 | 5.147 | 1.626 | 1.277 | 14 | 24 | 10.231 | 7.803 |
| Provisions | 264 | 216 | - | - | - | - | - | 264 | 216 |
The breakdown structure of Assets and Liabilities as at year end 2008 and 2007 in the above mentioned segments is as below:
| Trading of Electrical – Electronic Equipment |
Furniture and Household Goods |
Sportswear | Unallocated | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30.12.08 | 31.12.07 | 31.12.08 | 31.12.07 | 31.12.08 | 31.12.07 | 31.12.08 | 31.12.07 | 31.12.08 | 31.12.07 | ||
| Total assets | 229.940 | 224.915 | 312.212 | 246.660 | 50.738 | 32.966 | 46.743 | 31.931 | 639.633 | 536.472 | |
| Total liabilities | 185.038 | 179.600 | 208.523 | 173.147 | 36.574 | 27.356 | 6.800 | 5.331 | 436.935 | 385.434 |
The Group is mainly active in Greece with 78% (2007:81%) of total operations with the remaining 22% (2007: 19%) to the other countries of Southeastern Europe (Romania, Bulgaria, and Cyprus)
The geographic breakdown of Assets, Liabilities, Revenue and CAPEX as at December 31, 2008 and Dec 31, 2007 is analysed as below:
| 2008 | 2007 | |||
|---|---|---|---|---|
| GREECE | Other Balkan countries |
GREECE | Other Balkan countries |
|
| Total assets | 461.485 | 178.148 | 394.695 | 141.777 |
| Total liabilities | 270.531 | 166.404 | 247.449 | 137.986 |
| Revenues | 610.436 | 174.011 | 541.817 | 128.262 |
| CAPEX | 43.082 | 17.422 | 30.612 | 25.035 |
| Consolidated | Stand Alone | |||||
|---|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |||
| Payroll expenses | 64.083 | 48.877 | 984 | 1.203 | ||
| Third party expenses | 27.475 | 20.648 | 126 | 425 | ||
| Third party services | 24.185 | 20.325 | 374 | 328 | ||
| Taxes-duties | 2.332 | 1.813 | 64 | 84 | ||
| Various expenses | 56.299 | 41.796 | 265 | 2.987 | ||
| Depreciation | 10.231 | 7.804 | 14 | 24 | ||
| Provisions and impairment | 3.250 | 4.874 | 13 | 4 | ||
| Miscellaneous expenses | 4.139 | 5.545 | 20 | 313 | ||
| Total | 191.994 | 151.682 | 1.860 | 5.368 |
The main categories of expenses are as follows:
Payroll expenses are analyzed as follows:
| Consolidated | Stand Alone | ||||
|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | ||
| Salaries and wages | 49.723 | 38.055 | 697 | 529 | |
| Social security contributions | 11.929 | 8.636 | 61 | 59 | |
| Miscellaneous | 1.857 | 1.715 | 213 | 611 | |
| Personnel retirement benefits | 574 | 471 | 13 | 4 | |
| Total | 64.083 | 48.877 | 984 | 1.203 |
During financial year 2008 was recorded from the parent company an amount of €209 th (2007: €150 th) while from the Group a corresponding amount of €792 th (2007: €150 th). The aforementioned amounts refer to the Private Pension Plan which commenced for the parent company on December 2007 while for the affiliates from 2008.
The above expenses are presented in the financial statements as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Distribution expenses | 150.080 | 115.671 | - | - |
| Administrative expenses | 31.809 | 26.734 | 1.840 | 2.271 |
| Other operating expenses | 7.070 | 7.602 | 20 | 3.097 |
| Expenses in Cost of Goods Sold | 3.035 | 1.675 | - | - |
| Total | 191.994 | 151.682 | 1.860 | 5.368 |
Other Operating Income can be analyzed as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Co-advertisement income | 13.232 | 9.398 | - | - |
| Recycling income | 1.630 | 1.592 | - | - |
| Subsidies Law 3299/04 | 361 | - | - | - |
| General Administrative income | - | - | 1.000 | 450 |
| Prior year income | 550 | 2.293 | - | - |
| Proceeds from Sale of Investments (Note 16) |
23.387 | 11.572 | 23.387 | 11.572 |
| Other income | 3.195 | 1.887 | 186 | 157 |
| Total Other Operating income | 42.355 | 26.742 | 24.573 | 12.179 |
Net Financial Results are analyzed as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Interest and related expenses | (12.099) | (7.117) | (1) | (96) |
| Credit Card fees | (1.986) | (1.732) | - | - |
| Foreign exchange differences (expense) |
(4.748) | (4.392) | - | - |
| Other bank expenses | (180) | (159) | - | - |
| Total Financial Expenses | (19.013) | (13.400) | (1) | (96) |
| Interest and related income | 1.685 | 1.116 | 700 | 493 |
| Foreign exchange differences (income) | 2.065 | 1.887 | - | - |
| Total financial Income | 3.750 | 3.003 | 700 | 626 |
| Net Financial Results | (15.263) | (10.397) | 699 | 530 |
Property, plant and equipment are analyzed as follows:
| Land | Buildings and installatio ns |
Machinery Installations Miscellaneous equipment |
Motor vehicles |
Furniture and miscellaneo us equipment |
Constructi on in progress |
Total | |
|---|---|---|---|---|---|---|---|
| 31/12/2007 | |||||||
| Cost | 38.105 | 104.634 | 2.504 | 2.212 | 15.132 | 24.079 | 186.666 |
| Accumulated depreciation |
- | (28.114) | (1.441) | (1.258) | (7.635) | - | (38.448) |
| Net book value 31.12.2007 |
38.105 | 76.520 | 1.063 | 954 | 7.497 | 24.079 | 148.218 |
| 1.1- 31.12.2008 | |||||||
| Additions Transfers, cost Revaluation at fair value |
14.202 - 11.321 |
17.036 14.012 8.818 |
570 (51) - |
2.578 (244) - |
8.852 (282) - |
16.425 (15.020) - |
59.663 (1.585) 20.139 |
| Depreciation expense Restated Depreciation |
- - |
(6.328) (4.953) |
(279) - |
(416) - |
(2.498) - |
- - |
(9.521) (4.953) |
| Accumulated depreciation 31/12/2008 |
- | (39.121) | (1.718) | (1.500) | (10.057) | - | (52.396) |
|---|---|---|---|---|---|---|---|
| Net book value 31/12/2008 |
63.628 | 105.379 | 1.305 | 3.046 | 13.645 | 25.484 | 212.487 |
In the current year a Fixed Assets valuation at fair value took place and according to the estimated figures a revaluation adjustment was booked for 2 affiliated companies (One Local, One Abroad). The revaluation covered Land & Buildings.
SAVVILS HELLAS performed the revaluations at fair value by following the Royal Institute of Chartered Surveyors methodology. The revaluation resulted to a €3.113 th increase in Land which was decreased the corresponding deferred tax of €491 th. The corresponding amount for Buildings was at €116 th. The total amount credited at the Fixed Assets revaluation was at €2.738 th. If the cost method has been applied, the book value of the property plant and equipment categories (land and buildings), that they are carried in their fair value as at 31/12/2008, would have been € 45.226 th for the Land and € 95.679 thousand for the Buildings.
The assets of the group are free of mortgages and pre-notations.
The main changes within the Year for the Group's Fixed Assets are as below:
The below table of the Group's property plant and equipment also includes leased property plant and equipment of a subsidiary, analyzed as follows:
| 31/12/2007 | ||||
|---|---|---|---|---|
| Cost at 31/12/2007 | 29.782 | 28.090 | 1.980 | 59.852 |
| Accumulated depreciation 31/12/2007 | - | (14.317) | (1.980) | (16.297) |
| Net book value 31/12/2007 | 29.782 | 13.773 | 0 | 43.555 |
| Period 01/01 – 31/12/2008 Additions |
||||
| Revaluation at fair value | 8.208 | 8.702 | - | 16.910 |
| Depreciation expense | - | (1.672) | - | (1.672) |
| Restated Depreciation | - | (4.953) | - | (4.953) |
| 31/12/2008 | ||||
| Cost at 31/12/2008 | 37.990 | 36.792 | 1.980 | 76.762 |
| Accumulated depreciation 31/12/2008 | - | (20.942) | (1.980) | (22.922) |
| Net book value 31/12/2008 | 37.990 | 15.850 | - | 53.840 |
During 2008 a valuation at fair value of the leased (Financial Lease) Assets took place and according to the evaluation the Book Value was increased by €8.208 th for Land and €3.849 th for Buildings. The aforementioned increment was decreased by the corresponding fraction of deferred tax of an amount €2.391 th. SAVVILS HELLAS performed the revaluations at fair value by following the Royal Institute of Chartered Surveyors methodology. The revaluation reserve has been credited by an amount of €9.566 th.
The amount of € 23.822 th corresponds to a subsidiary's plot of land, where the subsidiary has the real estate investments as main activity. SAVVILS HELLAS performed the revaluations at fair value by following the Royal Institute of Chartered Surveyors methodology. The outcome of the revaluation did not justify any change on the book value of the aforementioned Land. The plot was purchased by a subsidiary during year 2000.
Intangible assets are analyzed as follows:
| Royalties | Software | Miscellaneous | Goodwill | Total | |
|---|---|---|---|---|---|
| 31/12/2007 | |||||
| Cost | 3.602 | 3.098 | 246 | 2.621 | 9.567 |
| Accumulated depreciations | (2.518) | (2.037) | (15) | - | (4.570) |
| Net book value 31/12/2007 | 1.084 | 1.061 | 231 | 2.621 | 4.997 |
| Period 1.1-31.12.2008 Additions Cost Transfers Depreciation expense Depreciation Transfers 31/12/2008 |
(325) | 858 (1) (383) |
(2) 1 |
858 (1) (710) 1 |
|
| Cost | 3.602 | 3.955 | 246 | 2.621 | 10.424 |
| Accumulated depreciations | (2.843) | (2.420) | (16) | - | (5.279) |
| Net book value | 759 | 1.535 | 230 | 2.621 | 5.145 |
Depreciation of intangible assets is included in Administrative and Distribution expenses.
Royalties include the Royalty for the use of 'IKEA' brand name.
Goodwill was derived on 30/06/2004 on acquisition of an additional 43.36% of the company FOURLIS TRADE A.E.B.E. After the additional acquisition the participation the company became a 100% subsidiary. Goodwill arose in accordance with paragraph 3.6 above.
Investments are as analyzed as follows:
| Fourlis Holdings S.A | ||||||
|---|---|---|---|---|---|---|
| COUNTRY | % shareholding |
31/12/2008 | 31/12/2007 | |||
| Subsidiaries | ||||||
| GENCO TRADE SRL | Romania | 100% | 2.484 | 2.484 | ||
| GENCO BULGARIA L.T.D | Bulgaria | 100% | 435 | 435 | ||
| PRIME TELECOM AE | Greece | 82.91% | 285 | 285 | ||
| HOUSEMARKET AE | Greece | 100% | 23.740 | 23.740 | ||
| FOURLIS TRADE ΑΕΒΕ | Greece | 100% | 53.839 | 53.839 | ||
| INTERSPORT ATHLETICS AE | Greece | 100% | 7.376 | 7.376 | ||
| AUTOMATE AE | Greece | 91.39% | - | - | ||
| 88.159 | 88.159 | |||||
| Associate | ||||||
| SPEEDEX ΑΕ | Greece | 49.55% | - | - | ||
| Investment |
| A.T.C. ABETE | Greece | 10.00% | 95 | 95 |
|---|---|---|---|---|
| 95 | 95 | |||
| SOP (Note 20) | 13 | - | ||
| TOTAL | 88.267 | 88.254 |
SPEEDEX A.E is being consolidated using the Net Equity Method.
The Summary financial information of the Associated Company is as follows:
| Name | Country of establishment |
Assets | Liabilities | Income | Profits (Losses) |
Shareholding |
|---|---|---|---|---|---|---|
| SPEEDEX ΑΕ | ||||||
| 2007 | Greece | 18.812 | 21.037 | 29.702 | (933) | 49,553% |
| 2008 | Greece | 16.503 | 19.602 | 33.221 | (874) | 49,553% |
Concerning the associate company SPEEDEX ΑΕ it is mentioned that according to IAS 28, if the participation of the investor in losses of an associate company, is equal or greater to the book value of the investment, the investor does not recognize his participation in losses, which are €1.495 th
Investments in the Consolidated Financial Statements correspond to participation in ATC ΑΒΕΤΕ at a 10% holding.
During Year 2008 the following subsidiaries have been included in the consolidation process.
During 2008 ,RADIO KORASIDIS & ELEPHANT A.E shares which were purchased as per art. 44 Law 1892/1990, were sold at an amount of €823 th.
Inventory is analyzed as follows:
| Consolidated | Parent company | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Merchandise | 101.433 | 66.962 | - | - |
| Advances for purchases of merchandise | 9.222 | 23.382 | - | - |
| Total | 110.655 | 90.344 | - | - |
Inventories by segment are analyzed as follows:
| Furniture and Household Goods | Sportswear | Trading of Electrical – Electronic Equipment |
|||
|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| 44.860 | 45.123 | 43.821 | 14.780 | 21.974 | 30.441 |
The inventory cost of the Group which was recorded as an expense in the cost of goods sold was €543.312 th (2007: €469.527 th ). The inventory value that was written off within the financial year was €1.920 th (2007 : €2.071 th). An impairment provision for idle and slow moving stocks has been booked at an amount €2.768 th (2007 : €732 th).
Trade receivables are analyzed as follows:
| Consolidated 31/12/2008 31/12/2007 |
Stand Alone 31/12/2008 |
31/12/2007 | ||
|---|---|---|---|---|
| Trade receivables | 122.972 | 134.977 | 482 | 71 |
| Post dated cheques | 20.971 | 23.708 | - | - |
| Bad debt provisions | (4.361) | (2.784) | - | - |
| Σύνολο | 139.582 | 155.901 | 482 | 71 |
The above Trade Receivable amount includes a customer balance of €36.738 th (2007 : €38.495
th) which is greater than the 10% of total Trade Receivables balance.
The movement of Bad Debt Provisions for 2007 is analyzed as follows:
| Consolidated | Stand Alone | |
|---|---|---|
| Balance 31.12.2007 | 2.784 | - |
| Write offs | (371) | - |
| Provisions | 1.948 | - |
| Balance 31.12.2008 | 4.361 | - |
Other receivables are analyzed as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Debited VAT | 14.198 | 8.882 | - | - |
| Sale of Plot receivable | 3.000 | 6.000 | - | - |
| Discounts on Purchases | 1.835 | 258 | - | - |
| Credit Cards receivables | 1.205 | 276 | - | - |
| Other debtors | 4.266 | 5.091 | 319 | 180 |
| Total | 24.504 | 20.507 | 319 | 180 |
Cash represents the Group's and the Company's petty cash as well as bank deposits available on demand and is analyzed as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Cash on hand | 2.410 | 1.287 | 5 | 4 |
| Cash at Banks | 101.808 | 69.196 | 40.338 | 21.881 |
| Total | 104.218 | 70.483 | 40.343 | 21.885 |
Non-current investments classified as available for sale represent:
| Consolidated | Stand Alone | |
|---|---|---|
| 31/12/2008 | 31/12/2008 | |
| Oracle Financial Services Software SA (ex I FLEX Solutions) | 47 | 47 |
| ELWOOD SERVICES LTD | 2 | - |
| 49 | 47 |
The movement during financial year 2008 is derived as follows:
| Consolidated | Stand Alone | |
|---|---|---|
| Balance as at 31/12/2007 | 4.738 | 4.736 |
| Sale of DSGI South-East Europe AEBE | (4.689) | (4.689) |
| Balance as at 31/12/2008 | 49 | 47 |
The change (decrease) of the account "Non-current assets classified as available for sale" is due to the exercise of the right to sell the remaining 10% of participation in DSGI-SOUTHEAST EUROPE AEBE ex P.KOTSOVOLOS A.E. In November 2008 the signing of the agreement with a Dixon's Group company was announced, that related to the sale of the Fourlis remaining 10% share holding in DSGI-SOUTHEAST EUROPE AEBE ex P.KOTSOVOLOS A.E. the consideration was solely paid in cash amounting to €28.076 th. The Profit from the above sale for Year 2008 amounts to €23.387 th and was recorded under Other Operating Income. An amount of €12.197 th was booked as a provision in Q3 2008 based upon the minimum guaranteed exercise price.
As at 31 December 2008, the share capital amounted to Euro 50.953 thousand, divided in 50.952.920 shares of a par value of Euro 1 (one) each.
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| Reserves | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| Statutory reserve | 9.637 | 6.654 | 5.340 | 4.189 |
| Revaluation reserve | 30.945 | 18.641 | - | |
| Foreign exchange differences from the translation of financial statements in foreign currencies |
(963) | (72) | - | |
| Extraordinary | 145 | 145 | - | |
| SOP Reserve | 15 | - | 16 | - |
| Tax free reserves | 24.373 | 24.373 | 23.795 | 23.795 |
| 64.152 | 49.741 | 29.151 | 27.984 |
The movement of the reserves is analyzed as follows:
Statutory Reserve : In accordance with the provisions of Greek company law, the creation of a statutory reserve, through the transfer of the 5% of the annual after tax profits, is mandatory up until the reserve reaches 1/3 of the share capital. The statutory reserve is only distributable upon dissolution of the Company, it may however be used to set-off accumulated losses.
Tax Free Reserves: The Group has a Tax Free Reserve of €20.972 th , which were derived from sale of shares. In the case of distribution or capitalisation the reserves will be taxed with the official tax rate.
Asset Revaluation Reserve : The aforementioned Reserve is comprised by the amounts derived from the revaluation of Land and Buildings. According to Greek legislation, the reserves derived from revaluation of assets, cannot be distributed to the shareholders.
Exhange Differences from subsidiaries accounts conversion : This reserve is comprised from the exchange differences created by the conversion of accounts of Subsidies having a different functional currency.
In accordance with Greek law, companies are obliged to distribute up to the 35% of their profits after tax post the deduction of the statutory reserve.
During financial year 2008 there was recorded in the stand alone financial statements, €11.000 th income, from approved dividend of the subsidiaries (2007 : €15.526 th)
The General Assembly Meeting of 13/06/2008 approved the dividend distribution of € 0,30 per share (2007 : €0,31 per share).
The Board of Directors of Fourlis Holdings S.A will propose to the Shareholders General Assembly, a dividend distribution of € 0,36 per share.
The provision for employee retirement benefits appearing in the attached financial statements is in accordance with IAS 19 and is based on an actuarial study made as at 31 December 2008. The basic assumptions of the actuarial study are the followings:
| Assumption | |
|---|---|
| Average annual salary increase | 5,5% |
| Discount interest rate | 5% |
| Retirement age: males | 65 years |
| Retirement age: females | 60 years |
| Average expected remaining years of service | 26 years |
During the preparation of the study, consideration was also given to the probability of voluntary retirement of the current employees.
The expense derived from the compensation to employees due to retirement, that was recorded in the income statement of the financial year is analysed as follows:
| Consolidated | Stand Alone | ||||
|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | ||
| Current cost of Service | 280 | 299 | 5 | 2 | |
| Financial Cost | 61 | 48 | 1 | 2 | |
| Relevant losses | 233 | 124 | 7 | - | |
| 574 | 471 | 13 | 4 | ||
| Additions | - | - | - | - | |
| 574 | 471 | 13 | 4 |
The movement of the relevant provision in the balance sheet is analyzed as follows:
| Consolidated | Stand Alone | |
|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 |
| Balance of liability at the beginning | 1.458 | 1.119 | 11 | 8 |
|---|---|---|---|---|
| Provision recognized in the income statement |
574 | 471 | 13 | 4 |
| Transfer of not used provisions as income | (177) | (132) | - | (1) |
| Balance at the end | 1.855 | 1.458 | 24 | 11 |
The General Assembly (repeated) of June 30, 2008 has approved the issue of, at maximum, 509.500 stock options, and authorized the Board of Directors to arrange all the procedural issues and materialize the Program.
The Program will be implemented through 3 tranches with a maturity period of 3 years for each one. Assuming that the right has matured, each beneficiary will have 5 chances to exercise it. The Exercise price for each tranche is defined as the Jan-Feb average stock price of the grant year with a 25% discount. The prerequisite for a person to be entitled in the Program is to have a salary based employment relation with the Company or its affiliated entities.
The Stock Options Fair value calculation was based upon the widely accepted Black-Scholes method. The above method takes into consideration the following variables :
Exercise Price, Current Price at the Grant Date, Grant Date, Maturity Date(s), Stock Volatility, Dividend Yield, Risk Free Rate.
On August 26, 2008 the Board of Directors granted 223.843 Options, being the first out of the 3 foreseen, Options granting tranches. The aforementioned tranche matures in 3 years following the below dates :
| Maturity Date | No of Options |
|---|---|
| 31.12.2008 | 55.961 |
| 31.12.2009 | 55.961 |
| 31.12.2010 | 111.921 |
Fair Value per Option Right and Maturity Date is defined as below :
| Maturity Date | Fair Value € |
|---|---|
| 31.12.2008 | 0.021 |
| 31.12.2009 | 0.336 |
| 31.12.2010 | 0.690 |
The variables upon which the Fair Value calculation has been performed are as below :
| Variable | Value |
|---|---|
| Exercise Price | € 16.48 |
| Current Price at the Grant Date | € 13.80 |
| Grant Date | 26.08.2008 |
| Maturity Period (Months) | 4.17, 16.17, 28.17 |
| Volatility | 16% |
| Dividend Yield | 2% |
| Risk Free Rate | 4.48% |
Consequently for Year 2008 an amount of € 16 th. has been booked under Operating Expenses.
The Group is subject to credit risk arising from the electrical and electronic appliances sector and is due to the collection of receivables in accordance with the customers' credit terms. The Group implements a strict credit policy which is monitored and evaluated constantly in order to ensure that each customer's balance does not exceed the granted credit limit. Furthermore, the majority of receivables are secured via entering into insurance contracts.
The Book value of the Group's Trade receivables is its maximum exposure to Credit Risk.
The maximum exposure at 31.12.2008 was as follows :
| Book Value | |||
|---|---|---|---|
| €000s | Note | 2008 | 2007 |
| Trade & Other Receivables | 13 | 139.582 | 155.901 |
| Cash & Cash Equivalents | 15 | 104.218 | 70.483 |
The maximum exposure at 31.12.2008, per geography was as follows :
| €000s | Note | 2008 | 2007 | |
|---|---|---|---|---|
| Local | 13 | 102.085 | 106.440 | |
| European Union Countries | 13 | 37.497 | 49.461 | |
| The maximum exposure at 31.12.2008, per customer type was as follows : |
Book Value
| Book Value | |||
|---|---|---|---|
| €000s | Note | 2008 | 2007 |
| Wholesale Customers | 13 | 136.728 | 153.892 |
| Retail Customers | 13 | 2.854 | 2.009 |
The Aging profile of Group Receivables at 31.12.2008, was as follows :
| 31/12/2008 | 31/12/2007 | ||||
|---|---|---|---|---|---|
| €000s | Initial Amount | Impairment Provision |
Initial Amount |
Impairment Provision |
|
| Not Due | 139.873 | - | 155.745 | - | |
| Due More than A Year | 4.070 | 4.361 | 2.784 | 2.628 | |
| Total | 143.943 | 4.361 | 158.529 | 2.628 |
The contractual loan dues including interest payments, excluding the net-off agreements, are as per paragraph 22.
The Group's exposure is analysed as per below :
• Local Currency €
| 31/12/2008 Foreign Currency / € | 31/12/2008 Foreign Currency / € | |||||||
|---|---|---|---|---|---|---|---|---|
| USD | SFR | SKR | RON | USD | SFR | SKR | RON | |
| Trade Creditors and Other Liabilities |
1.281 | 9 | 626 | 4.697 | 1.236 | 26 | 759 | 5.777 |
• Local Currency RON
| 31/12/2008 | 31/12/2007 | |
|---|---|---|
| € | € | |
| Trade Creditors and Other Liabilities |
10.067 | 20.411 |
A Euro revaluation of 10% at Dec 31, 2008 vs. the below currencies would have increased / decreased the Net Equity and the Operating Results as per the amounts indicated at the below summary. This analysis assumes that all other variables (Interest Rates) would remain constant. This analysis was performed in a similar manner for 2007 as well.
| Impact in €000s | Net Equity | Operating Result |
|---|---|---|
| Dec 31 , 2008 | ||
| USD | 128 | 128 |
| SFR | 1 | 1 |
| SKR | 63 | 63 |
| EUR | 9.974 | 10.067 |
| Total | 10.166 | 10.259 |
| Dec 31 , 2007 | ||
| USD | 124 | 124 |
| SFR | 3 | 3 |
| SKR | 76 | 76 |
|---|---|---|
| EUR | 20.425 | 20.411 |
| Total | 20.628 | 20.614 |
A Euro devaluation of 10% at Dec 31, 2008 vs. the aforementioned currencies would have an equal but adverse impact in comparison to the ones presented above. This analysis assumes that all other variables (Interest Rates) would remain constant.
The Group is subject to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group's assets or liabilities.
The profile of Group's loan liabilities is analysed in paragraph 22.
A 1% fluctuation of the Group's borrowing rate at Dec 31, 2008 would have increased/decreased the Net Equity and the Operating Results by €2.458 th and €1.872 th for Year 2007 respectively.
No such Instruments (Assets/Liabilities) valued at fair value exist.
Borrowings are analyzed as follows:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Non-current borrowings | ||||
| Non-current borrowings | 154.317 | 122.218 | - | - |
| Finance Leases | 24.322 | 27.032 | - | - |
| 178.639 | 149.250 | - | - | |
| Non-current borrowings payable within the following 12 months |
(91.585) | (3.089) | - | - |
| 87.054 | 146.161 | - | - | |
| Current borrowings | ||||
| Non-current borrowings | 67.114 | 37.930 | - | - |
In non-current loans of the Group is included the balance of the finance lease liability of the company HOUSE MARKET SA through which the Company financed the purchase of land and building on 27 December 2000 as well as the improvements made on the building and the purchase of equipment for the first IKEA store in Greece in Pylea Thessaloniki. The duration of the finance lease for the land and the building installations is until December 2011 whereas for the equipment up until June 2007.
The Financial Lease as of Dec 31, 2008 is paid as follows:
| 31/12/2008 | Up to 1 Year | 2-5Years | 5 < Years | Total |
|---|---|---|---|---|
| Future Lease Payments | 3.800 | 22.940 | - | 26.740 |
| Less Interest | (930) | (1.488) | - | (2.418) |
| Present Value of Future Lease Payments | 2.870 | 21.452 | - | 24.322 |
| 31/12/2007 | Up to 1 Year | 2-5Years | 5 < Years | Total |
| Future Lease Payments | 4.082 | 27.632 | - | 31.714 |
| Less Interest | (1.430) | (3.252) | - | (4.682) |
| Present Value of Future Lease Payments | 2.652 | 24.380 | - | 27.032 |
The repayment period of non-current loans varies between 2 to 5 years and the average effective interest rate of the Group was 5,7% during 2008.
Non current loans cover mainly expansion needs of the Group and are analyzed into bond loans and other non current loans as follows:
| Amount | Issuing Date | Duration | ||
|---|---|---|---|---|
| Bond | 10.000 | 5/12/2006 | 3 years from the issuing date | |
| FOURLIS TRADE Α.Ε.Β.Ε. |
Bond | 13.500 | 19/6/2006 | 3 years from the issuing date |
| Bond | 5.000 | 13/12/2006 | 3 years from the issuing date | |
| 28.500 | ||||
| PRIME TELECOM AE | Bond | 3.000 | 15/12/2006 | 3 years from the issuing date |
| Bond | 1.000 | 28/03/2008 | 5 years from the issuing date | |
| 4.000 | ||||
| SERVICE ONE A.E. | Bond | 1.500 | 13/12/2006 | 3 years from the issuing date |
| 1.500 | ||||
| Η.Μ. HOUSE MARKET | Other | 25.629 | 25/10/2006 | 4,5 years from the issuing date |
| (CYPRUS) LTD | 4.813 | 17/9/2007 | 5 years from the issuing date | |
| 30.442 | ||||
| Bond | 3.200 | 31/12/2007 | 3 years from the issuing date | |
| TRADE LOGISTICS AE | Bond | 11.160 | 26/11/2007 | 4 years from the issuing date |
| Bond | 6.800 | 27/6/2008 | 3 years from the issuing date | |
| Bond | 5.000 | 25/7/2008 | 2 years from the issuing date | |
| 26.160 | ||||
| Bond | 16.500 | 12/11/2007 | 17 months from the issuing date | |
| RENTIS AE | Bond | 15.000 | 15/11/2007 | 2 years from the issuing date |
| Bond | 8.000 | 18/01/2008 | 2 years from the issuing date | |
| Bond | 8.000 | 08/04/2008 | 20 months from the issuing date | |
| 47.500 | ||||
| HOUSE MARKET BULGARIA EAD |
Other | 16.215 | 15/07/2008 | 1 year from the issuing date |
| Total 154.317 |
|---|
| ------------------ |
House Market Cyprus Ltd Loan includes the following financial terms the indices of which are calculated as per HOUSEMARKET S.A Consolidated Financial Statements:
HOUSEMARKET S.A Consolidated complies with the above ratios.
Total current loans of the group concerns mainly overdraft bank accounts which they are used as working capital for the activities of the Company. The drawn amounts are used mainly to cover short term needs to suppliers. The weighted average interest rate of short term loans was approximately 5,9% for the financial year 2008 (2007 : 5,7%).
Trade and other payables are analyzed as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Trade payables | 132.800 | 148.384 | 354 | 42 |
| Accrued expenses | 15.820 | 9.805 | 432 | 153 |
| Dividends payable | 34 | 34 | 34 | 34 |
| Tax liabilities | 6.297 | 7.732 | 107 | 44 |
| Customer advances | 1.134 | 1.333 | - | - |
| Insurance Organizations | 3.376 | 2.680 | 15 | 14 |
| Down payment of Subsidy Law 3299/04 | 1.871 | 2.232 | - | - |
| Other payables | 2.074 | 1.745 | 42 | 34 |
| Total | 163.408 | 173.945 | 984 | 321 |
The nominal tax rates on the countries that Group is operating vary between 10% to 25%
The income tax declarations are filed on an annual basis but the profits or losses declared, remain provisional up until the time when the company's tax returns, as well as the books and records are examined by the tax authorities. Tax losses, to the extent they are recognized by the tax authorities may be used to set-off profits of the following five years.
The Greek nominal tax rate of 25% is to be gradually (within the next 5 years) decreased by a 1 pt per annum and will be set, by year 2014, at 20%
The parent company and its subsidiaries have not been audited by the tax authorities for the financial years noted below:
| Years | |
|---|---|
| FOURLIS HOLDINGS A.E. | 2005-2007 |
| FOURLIS TRADE Α.Ε.Β.Ε. | 2007 |
| INTERSPORT ATHLETICS AE | 2006-2007 |
| EUROELECTRONICS Α.Ε. | 2006-2007 |
| SERVICE ONE Α.Ε. | 2007 |
| PRIME TELECOM AE | 2001-2007 |
| GENCO TRADE S.R.L. | 2007 |
| GENCO BULGARIA L.T.D. | - |
| TRADE LOGISTICS A.E.B.E | 2006-2007 |
| HOUSEMARKET A.E | 2007 |
| H.M HOUSEMARKET (CYPRUS) LTD | - |
| HOUSE MARKET BULGARIA EAD | - |
| RENTIS Α.Ε | - |
| INTERSPORT ATHLETICS (CYPRUS) LTD | - |
| SPEEDEX ΑΕ | 2005-2007 |
In Year 2008 the conclusion of subsidiaries' tax audit resulted to an extra tax burden of €1.294 th with the current year income tax affected by an extra €150 th. For the remaining amount a provision was appropriately in prior years. Additionally during 2008 the provision for the Non Audited Financial years resulted at an accumulated amount of €1.027 th for Group. The Income Tax expense for the Years 2008 and 2007 is analysed as below :
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Income tax | 19.682 | 20.642 | 5.775 | 4.693 |
| Tax audit differences | 1.177 | 1.302 | 148 | - |
| Deferred taxes | ||||
| Differences of fixed assets | 278 | (170) | 2 | (1) |
| Provisions for employee benefits | (192) | (85) | - | (1) |
| Effect of changes on tax rates | - | - | - | - |
| Deferred taxes of no-current assets classified as available for sale |
(210) | (2.278) | (210) | (2.447) |
| Impairment of assets | (11) | - | - | |
| Finance leases | (148) | (155) | - | - |
| Supplier adjustment | - | 19 | - | - |
| Provisions | 391 | (95) | 16 | (58) |
| Accrued Taxes | (257) | (552) | - | 144 |
| Inventory Write Off Provision | (130) | - | - | - |
| Total Deferred taxes | (268) | (3.327) | (192) | (2.363) |
| Income Tax Expense | 20.591 | 18.617 | 5.731 | 2.330 |
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
| Consolidated | Stand Alone | ||||
|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | ||
| Losses/Profits before taxes IFRS | 76.233 | 65.415 | 34.412 | 22.867 | |
| Income tax based on nominal tax rate | 18.774 | 19.848 | 8.603 | 5.717 | |
| Tax on tax free income | 145 | (3.681) | (2.612) | (3.678) | |
| Tax on non deductible expenses | 1.222 | 1.722 | 6 | 700 | |
| Additional tax on real estate rents | 25 | 20 | 5 | 5 |
| Tax on tax losses | 163 | 162 | - | - |
|---|---|---|---|---|
| Tax audit differences | 1.177 | 1.302 | 148 | - |
| Provisions for employee benefits | 94 | - | - | - |
| Results on non-consolidated affiliates | - | (308) | - | (308) |
| Write-off of receivables | - | (250) | - | (250) |
| Effect of changes on tax rates | 56 | - | - | - |
| Finance leases | (485) | (380) | - | - |
| Effect of Assets held for Sale | (625) | - | (419) | |
| Miscellaneous timing differences | 45 | 182 | - | 144 |
| Tax in Income statements | 20.591 | 18.617 | 5.731 | 2.330 |
The nominal Tax Rates for 2008 per country as follows: Greece 25%, Romania 16%, Cyprus 10% and Bulgaria 10%
Deferred taxes as at 31 December 2008 and 31 December 2007 in the accompanying Balance Sheets are analyzed as below:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Liabilities | ||||
| Depreciation | (2.744) | (2.993) | - | (2) |
| Employee retirement benefits | (259) | (237) | - | (3) |
| Income Tax | (719) | (187) | - | - |
| Expenses Provision | (56) | (67) | - | (59) |
| Bad Debt provision | 100 | (16) | - | - |
| Deferred taxes of no-current assets classified as available for sale |
- | 210 | - | 210 |
| Fixed assets revaluation | 6.683 | 3.802 | - | - |
| Finance leases | 2.315 | 2.463 | - | - |
| Reclass of Revenue account | 646 | 299 | - | - |
| Impairment on asset | (513) | (513) | - | - |
| Bond interest accruals | (537) | (537) | - | - |
| Provision Other Expenses | 24 | 0 | - | - |
| 4.940 | 2.224 | - | 146 | |
| Receivables | ||||
| Depreciation | (273) | (242) | 1 | - |
| Employee retirement benefits | 453 | 139 | 45 | - |
| Impairment | 150 | - | - | - |
| Provisions | 8 | 296 | - | - |
| Provision for doubtful debts | 617 | 381 | - | - |
| Income Tax | 289 | 554 | - | - |
| 1.244 | 1.128 | 46 | 0 |
The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares during the period / year. The weighted average number of shares as at 31 December 2008 and 2007 was 50.952.920 shares.
| Consolidated 31/12/2008 |
31/12/2007 | Parent company 31/12/2008 |
31/12/2007 | |
|---|---|---|---|---|
| Net profit | 55.057 | 46.183 | 28.681 | 20.537 |
| Weighted average number of shares | 50.952.920 | 50.952.920 | 50.952.920 | 50.952.920 |
| SOP Impact | 74.614 | - | 74.614 | - |
| Weighted average number of shares (Impaired) |
51.027.534 | 50.952.920 | 51.027.534 | 50.952.920 |
| Basic earnings per share (in Euro) | 1,09 | 0,91 | 0,56 | 0,40 |
| Diluted earnings per share (in Euro) | 1,08 | 0,91 | 0,56 | 0,40 |
• Downpayments of €2.400 th. have been paid as advances for future rent payments related to new store openings for the Retail Furniture and Household Goods Segment.
The Group has leasing contracts for plant and equipment in order to cover its operating needs. This is accomplished through finance and operating leasing contracts. Concerning the finance leasing contracts see above in paragraph 22. Borrowings'. Concerning operating leasing contracts, the total future dues for rents as below:
| Consolidated 31/12/2008 |
Stand Alone 31/12/2008 |
|
|---|---|---|
| Up to 1 year | 11.804 | 119 |
| 1 – 5 years | 49.480 | 323 |
| More than 5 years | 176.579 | 353 |
| 237.863 | 795 |
The expense for operating leasing of financial year 2008, that was recorded in the income statement was €14.322 th (€9.033 th for year 2007).
Moreover we would like to mention that there is operating leasing contract for plant and equipment under construction, the validity of which is under the assumption of their completeness. For this purpose it has been recorded payment of €4.800 th, which represents the contractual obligation of the participation in the construction cost.
As Related parties are considered the Company, the subsidiary companies, the associate companies, the management and the first line managers.
The parent company provides advice and services in the areas of General Administrative and Treasury Management to its subsidiaries. The analyses of the related party receivables and payables as at 31 December 2008 and 2007 are as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| Receivables from : | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| FOURLIS TRADE AEBE | - | - | 65 | 7 |
| ΕΥΡΩΗΛΕΚΤΡΟΝΙΚΗ ΑΕ | - | - | 25 | 10 |
| PRIME TELECOM AE | - | - | 16 | - |
| HOUSEMARKET AE | - | - | 200 | 30 |
| INTERSPORT AE | - | - | 73 | 12 |
| SERVICE ONE | - | - | 18 | - |
| Η.Μ. HOUSEMARKET CYPRUS | - | - | 36 | - |
|---|---|---|---|---|
| SPEEDEX AE | - | 1 | - | - |
| Total | - | 1 | 450 | 67 |
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| Payables to : | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| SPEEDEX AE | 69 | 37 | 2 | 1 |
| FOURLIS TRADE AEBE | - | - | 33 | - |
| ΕΥΡΩΗΛΕΚΤΡΟΝΙΚΗ ΑΕ | - | - | 11 | - |
| PRIME TELECOM AE | - | - | 10 | - |
| HOUSEMARKET AE | - | - | 130 | - |
| INTERSPORT AE | - | - | 37 | - |
| Η.Μ. HOUSEMARKET CYPRUS | - | - | 12 | - |
| TRADE LOGISTICS | - | - | 13 | - |
| SERVICE ONE | - | - | 14 | - |
| Total | 69 | 37 | 262 | 1 |
Related party transactions as at 31 December 2008 and 2007 are as follows:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| Income : | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| Other operating income | - | - | 1.126 | 606 |
| Revenue | 3 | 4 | - | - |
| Total | 3 | 4 | 1.126 | 606 |
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| Expenses: | 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 |
| Administrative Expenses | 37 | 34 | 9 | 4 |
| Distribution expenses | 154 | 106 | - | - |
| Other Expenses | 15 | 1 | - | - |
| Total | 206 | 141 | 9 | 4 |
During 2008, fees paid to members of the Board of Directors were as follows:
| Consolidated | Stand Alone | ||||
|---|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | ||
| Fees paid to members of the Board of Directors |
1.431 | 1.789 | 48 | 34 | |
| Fees paid to directors and to the management |
884 | 1.526 | 846 | 1.135 |
During 2007 the Company paid to a director, compensation for volunteer retirement €450 th, which is included in <
The transactions with related parties are in line with common general commercial rules.
During financial year 2008 between the parent company and its subsidiaries the following transactions occurred:
| Consolidated | Stand Alone | |||
|---|---|---|---|---|
| 31/12/2008 | 31/12/2007 | 31/12/2008 | 31/12/2007 | |
| Revenue | 22.085 | 8.263 | - | - |
| Cost of sales | 14.812 | 5.875 | - | - |
| Other operating income | 2.758 | 1.967 | 1.126 | 606 |
| Administrative expenses | 2.547 | 1.595 | 6 | 2 |
| Distribution expenses | 7.257 | 2.734 | - | - |
| Dividend income | 11.444 | 15.526 | 11.000 | 15.526 |
| Commercial receivables | 9.448 | 3.368 | 450 | 67 |
| Inventories | 353 | 127 | - | - |
| Creditors | 9.448 | 3.368 | 261 | 1 |
Subsequent events beyond the date of the Balance Sheet, that could affect the financial position of the Group and the Company does not exist.
| The figures presented below provide general information about the financial position and results of Fourils Holdings SA and Fourils Gloop. Therefore we advise the reader who intends to proceed to any investment or any kind | FOURLIS HOLDINGS S.A. | FOURLIS Societes Anomymes Register Number: 13110/06/B/86/01 340, Kifissias Ave -154 51 Neo Psychiko, Athens, Greece Figures and information from 1 January 2008 until 31 December 2008 According to the Law 2190/20 art. 135 for Companies publishing their Annual Consolidated and Non Consolidated Financial Statements in accordance to the International Accounting Standards. |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| have been published. | ||||||||||
| Supervising Aurthority Website address Date of Approval of Financial Statements Certified Auditors Audit Firms Type of Report |
: Ministry of Development : www.fourlis.gr : 23.02.2009 Vassilios Papageorgakopoulos, Nikolaos Vouniseas : SOL S.A Chartered Auditors, KPMG Certfied Auditors S.A : Unqualified |
Board of Directors President - Executive Membe Vice President - Executive Membe CEO - Executive Member Executive Member Executive Member Non Executive Member Non Executive Independent Member Non Executive Independent Member Non Executive Independent Member |
Vassilios Fourlis Alexandros Fouris Apostolos Petalas Dafni Fourlis Lyda Fourlis Ioannis Brembos Eftichios Vassilakis Ioannis Papaioannou Ioannis Kostopoulos |
|||||||
| ABRIDGED BALANCE SHEET ounts in thousand $\epsilon$ |
INCOME STATEMENT Amounts in thousand € |
|||||||||
| CONSOLIDATED 31/12/2008 |
31/12/2007 | COMPANY 31/12/2008 |
31/12/2007 | CONSOLIDATED Sontinuing Operatio 01/01 . 31/12/2008 784.447 |
670.079 | COMPANY Continuing Operation |
||||
| ASSETS Non-current assets Property, plant and equipment Investment Property Intangible assets Investments |
212,487 23.822 5.145 95 |
148.218 23.818 4.997 95 |
71 35 88.267 |
72 19 88.254 |
umover Gross Profit EBIT rofit/(Loss) before taxes Profit/(Loss) after taxes |
238.100 91.496 76.233 55.642 |
198.877 75.612 65.215 46,598 |
22.713 34.412 28.681 |
6.811 22.867 20.537 |
|
| Other non-current receivables Deferred Taxes Total non-current assets Current assets |
5.065 1.244 247.858 |
6.894 1.128 185.150 |
180 46 88.599 |
176 88.521 |
Attributable to: Shareholders finority interest |
66.057 585 |
46.183 415 |
28.681 | 20.637 | |
| hventories Income tax receivable Trade receivables Other receivables |
110.655 12.767 139.582 24,504 |
90.344 9.112 155.901 20 744 |
3.281 482 319 |
2.503 71 180 |
Net Profit (after tax) per share - basic (in €) EBITDA |
1,0805 101.727 |
0,9100 83.416 |
0,5629 22.727 |
0,4031 6.835 |
|
| Cash and cash equivalents Total current assets Non current assets classified as available for sale TOTAL ASSETS |
104.218 391.726 45 639.633 |
70.483 346.584 4.738 536.472 |
40.343 44.425 47 133.071 |
21.885 24.639 4.736 117.896 |
CASH FLOW STATEMENT nounts in thousand 6 |
|||||
| SHAREHOLDERS' EQUITY & LIABILITIES Shareholders' Equity |
CONSOLIDATED 01/01 - 31/12/2008 01/01 - 31/12/2007 01/01 - 31/12/2008 |
COMPANY | 01/01 - 31/12/2007 | |||||||
| Share capital Share premium reserve Reserves |
50.953 11.864 64.152 74 784 |
50.953 11.864 |
50.953 12.208 29.151 |
50.953 12.208 |
Operating Activities rofit before taxes |
76.233 | 65.215 | 34,412 | 22.867 | |
| Retained earnings Shareholders Equity (a) Minority Interest (b) Total Shareholders Equity (c)-(a)+(b) |
201.753 $\frac{945}{202.698}$ |
37.999 150.557 481 151.038 |
33.664 125.976 |
21.419 $\frac{0}{112.564}$ |
Plus / less adjustments for Depreciation rovisions Foreign exchange differences |
10.231 2.44 131 |
7,804 6.520 644 |
$\overline{14}$ 16 $\overline{0}$ |
24 3.009 |
|
| Non-current liabilities | Results (revenue, expenses, profit and loss) from investment activity nterest charges and other related expenses Plus / less adjustments for changes in working capital |
$-24.764$ 14.232 |
$-12.952$ 8.626 |
$-35.087$ | $-27.719$ 96 |
|||||
| Interest-bearing loans and borrowings Employee retirement benefits rovisions Deferred taxes |
87.054 1.855 265 4.940 |
146.161 1,458 216 2.224 |
24 $\mathbf{0}$ $\theta$ |
$\theta$ 11 146 |
related to the operating activities Decrease / (increase) in inventories Decrease / (increase) in receivables (Decrease) / increase in liabilities (excluding banks) |
$-21.281$ $-6.812$ |
$-17.919$ 57.590 |
ĸ $-1.491$ 671 |
$-962$ $-458$ |
|
| Other Long-term Liabilities Total non-current liabilities Short-term Liabilities |
16 94.278 |
150,219 | 163 187 |
161 318 |
Less: Interest charges and other related expenses paid aid taxes |
$-14.232$ | $-8.440$ | J. $-4.536$ |
$-96$ | |
| oncorrect bearing loans and borrowings Interest bearing loans and borrowings Short-term portion of non-current interest bearing loans and borrowings Income tax payable Trade and other payables |
67.114 91.585 20.550 163.408 |
37 930 3.089 20.251 173.945 |
$\ddot{\phantom{0}}$ 5.924 984 |
$\theta$ 4.693 321 |
Total inflow / (outflow) from operating activities (a) Investment Activities Cquisition of subsidiaries, affiliates, joint ventures and other Purchase of tangible and intangible fixed assets |
19.173 $-60.504$ |
27,607 $-3608$ $-55.120$ |
$-6.003$ $\mathbf{0}$ $-29$ |
$-338$ $-3.577$ $-694$ $-46$ |
|
| Total short term liabilities Total liabilities (d) |
342.657 436.935 |
235.215 385.434 |
6.908 7.095 |
5.014 5.332 |
Proceeds from the sale of property, plant and equipment and intangible assets nterest Received |
166 1.653 |
392 1.222 |
¢ 700 |
626 | |
| TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d) | 639.633 | 536.472 | 133.071 | 117.896 | Proceeds from dividends Proceeds from the sale of other investments roceeds from the sale of Investments |
- 0 28.076 |
426 $-1.089$ 37,285 |
11,000 28.076 |
15.526 $-189$ 27.179 |
|
| Notes: 1. The basic accounting principles applied are consistent with those applied for the balance sheet as at 31/12/2007 |
roceeds from the sale of Subsidiaries Total inflow / (outflow) from investing activities (b) Financing activities roceeds from issued loans |
$-30.614$ 216,549 |
$-20.174$ 336.162 |
39.747 t |
$\frac{218}{42.620}$ 24,050 |
|||||
| 2. The assets of the Group and the Company are free of mortgages and pre-notations 3. There are no litigations, which have an important impact on the financial position of Fourlis Group and the Company. 4. The total headcount for Group and Company is as follows : |
Group - 2.945 (Year End 2007 - 2.512), Company - 5 (Year End 2007 - 4) | oans paid off Payments of leasing liabilities Paid-in dividends |
$-152.873$ $-2.707$ $-15.407$ |
$-286.501$ $-2.794$ $-9.235$ |
п $-15.286$ |
$-32.170$ $-9.166$ |
||||
| 5. Subsidiary Companies, their location, Fourlis Holdings share participation along with the method of consolidation in the Annual Financial Statements are as below | Total inflow / (outflow) from financing activities (c) Net increase / (reduction) in cash and cash equivalents |
45.562 | 37.632 | $-15.286$ | $-17.286$ | |||||
| Full Consolidation Method: FOURLIS EYMMETOXON A.E. |
Location Athens |
% of Participation | or the year $(a) * (b) * ⑤$ Cash and cash equivalents at the beginning of the |
34.121 70.483 |
45.065 25.544 |
18.458 21.885 |
21.757 128 |
|||
| HOUSEMARKET AF H.M HOUSEMARKET (CYPRUS) LTD ΡΕΝΤΗΣ Α.Ε |
Athens Nicosia, Cyprus Athens |
Holdings 100 00% 100,00% 100,00% |
, Effect of foreign exchange differences on Cash Closing balance, cash and cash equivalents |
$-386$ 104.218 |
$\frac{-126}{70.483}$ | 40.343 | 21.885 | |||
| NTERSPORT ATHLETICS AE INTERSPORT ATHLETICS (CYPRUS) LTD* FOURLIS TRADE A.E.B.E. EYPOHAEKTPONIKH A.E. |
Athens Nicosia, Cyprus Athens Athens |
100.00% 100,00% 100.00% 78.53% |
STATEMENT OF CHANGES IN NET EQUITY Amounts in thousand € |
|||||||
| PRIME TELECOM AE GENCO TRADE S.R.L SERVICE ONE A.E. |
Athens Bucarest, Romania Athens |
82.91% 100,00% 99,94% |
CONSOLIDATED 31/12/2008 |
31/12/2007 | COMPANY 31/12/2008 |
31/12/2007 | ||||
| TRADE LOGISTICS A E.B.E* | Athens Sofia Bulgaria |
100.00% | Equity balance at the beginning of the year, (1/1/2008 and 1/1/2007 respectively). |
151.038 | 114.199 | 112,564 | 101.198 | |||
| GENCO BULGARIA L.T.D HOUSE MARKET BULGARIA EAD * WYLDES LIMITED. |
Sofia, Bulgaria Nicosia, Cyprus |
100.00% 100,00% 100.00% |
Profit / (loss) of the year, after taxes Distributed Dividends Stock Ontion Plan |
55.642 $-15.407$ 16 |
46.598 $-9.239$ - 0 |
28,681 $-15.285$ 16 |
20.537 $-9.17$ |
|||
| Net Equity Method: SPEEDEX A.E. Indicating Companies where Fourlis Holdings S.A has an indirect participation. |
Athens | 49.55% | ixchange Differences from Accounts Translation in € ixed Assets Revaluation Reserve let Income directly posted in Net Equity (Annex A, ia) Equity, end of year (31/12/2008 and 31/12/2007 respectively) |
$-895$ 12.304 202.698 |
$-611$ - 0 151.038 |
r 125.976 |
112.564 | |||
| 6. The Non Audited Fiscal years for the Group Companies are listed under Note 24 of the Annual Financial Report. The accumulated provision related to the non audited Fiscal years is at $\in$ 1.0 mil for both the Group and the Company. s are commutated provisions for the Group include, in addition to the aforementioned amounts, € 0.3 mil for compensation payments re quarantees for products sold. 8. The Consolidated Annual Financial Statements of 31.12.2008 in addition to the corresponding 31.12.2007 include the following 8.1 House Market Bulgaria E.A.D Sofia Bulgaria being a 100% subsidiary of the subsidiary House 8.2 Wyldes Ltd, Nicosia Cyprus being a 100% subsidiary of the subsidiary Housemarket S.A. The above mentioned additions in the consolidated companies have no impact greater than 25%, on Turnover, Profit After Taxes, Minority Interest and Shareholder's Equity 9. Capital Expenditure for 1/1 to 31/12/2008 is as follows. |
Group 60.5 mil € (31/12/07 55,6 mil €), Company 0.02 mil € (31/12/07 0.05 mil €) |
|||||||||
| 10. Annual Related Party Transactions as per IAS 24 are as below a. Outflows |
GROUP | COMPANY 1.126 |
||||||||
| b. Inflows c. Receivables d. Liabilities e. BoD and Managers Fees |
206 O 69 2.315 |
9 450 262 894 |
||||||||
| There are no demands from or obligations towards Fourlis Group or Fourlis Holdings S.A from BoD members and Managers | ||||||||||
| The Chairman of the BOD | The CEO | Neo Psychiko, February 23, 2009 | The Finance Manager Planning & Controlling | The Chief Accountant | ||||||
| Vassilios Stil. Fourlis ID No. S-700173 |
Apostolos D. Petalas ID No-319553 |
Theodore G. Poulopoulos ID No. AZ-547722 Chartered Acc. License No. 36611 A Class |
Sotirios Mitrou ID No. P-135469 |
Chartered Acc. License No. 30609 A Class | ||||||
| Subject | Date - Time of Announcement |
|---|---|
| DSGI SOUTH-EAST EUROPE A.E.B.E. (P. KOTSOVOLOS A.E.B.E.) Sale Completion | 29/12/2008 17:17 |
| Transactions Disclosure | 22/12/2008 12:00 |
| Transactions Disclosure | 22/12/2008 11:59 |
| Transactions Disclosure | 18/12/2008 10:05 |
| Transactions Disclosure | 17/12/2008 14:34 |
| Transactions Disclosure | 16/12/2008 13:23 |
| Transactions Disclosure | 8/12/2008 12:44 |
| Transactions Disclosure | 4/12/2008 9:48 |
| Presentation to Association of Greek Institutional Investors | 3/12/2008 12:42 |
| Transactions Disclosure | 2/12/2008 13:57 |
| Transactions Disclosure | 2/12/2008 12:12 |
| Transactions Disclosure | 1/12/2008 16:03 |
| Transactions Disclosure | 1/12/2008 16:00 |
| Transactions Disclosure | 28/11/2008 18:09 |
| Transactions Disclosure | 28/11/2008 12:53 |
| Transactions Disclosure Transactions Disclosure |
27/11/2008 18:27 27/11/2008 18:26 |
| Presentation to Association of Greek Institutional Investors of Q3FY2008 Financial Results | 27/11/2008 9:53 |
| 9MFY08 Financial Statements | 26/11/2008 14:37 |
| Comments on 9MFY08 financials | 26/11/2008 14:30 |
| Sales and Profit Guidance Adjustment FY08 | 25/11/2008 17:14 |
| Sale of DSGI SOUTH-EAST EUROPE A.E.B.E. (P. KOTSOVOLOS A.E.B.E.) | 25/11/2008 17:13 |
| Comments on 9MFY08 financials | 25/11/2008 17:12 |
| Conference Call Invitation | 21/11/2008 13:19 |
| Transactions Disclosure | 14/11/2008 16:23 |
| Transactions Disclosure | 10/10/2008 13:49 |
| Q2FY08 Financial Statements | 27/8/2008 19:17 |
| Q2FY08 Figures and Information | 27/8/2008 19:15 |
| Comments on 6MFY08 financials | 27/8/2008 16:41 |
| Board of Directors Composition Change | 27/8/2008 14:18 |
| Announcement of Other Important Events | 17/7/2008 15:36 |
| Decision of the A' Repeat Ordinary General Meeting of the Shareholders of the company | 30/6/2008 14:25 |
| Announcement of Other Important Events | 18/6/2008 15:54 |
| Announcement of Other Important Events | 18/6/2008 15:28 |
| Payment Of Dividend For The Financial Year 2007 | 17/6/2008 13:24 |
| Note on Q1FY2008 Financial Statements | 13/6/2008 17:19 |
| Decisions of Ordinary General Meeting | 13/6/2008 17:15 |
| Sales and Profit Guidance FY2008 | 13/6/2008 11:04 |
| Announcement of Change in Articles of Incorporation of the Company | 10/6/2008 11:33 |
| Q1FY08 Financial Statements | 27/5/2008 16:38 |
| Q1FY08 Figures and Information | 27/5/2008 16:19 |
| Comments on Q1FY08 financials | 27/5/2008 16:13 |
| Stockholder Change in Voting Rights Law 3556/2007 | 23/5/2008 18:44 |
| Invitation to the Annual General Meeting of Shareholders | 15/5/2008 9:53 |
| Annual Report 2007 availability | 13/5/2008 11:46 |
| Stockholder Change in Voting Rights Law 3556/2007 | 12/5/2008 14:35 |
| Article Publication Comment | 8/5/2008 15:15 |
| Article Publication Comment Transactions Disclosure |
7/5/2008 11:47 29/4/2008 13:35 |
| 10/4/2008 15:46 | |
| Stockholder Change in Voting Rights Law 3556/2007 Stockholder Change in Voting Rights Law 3556/2007 |
10/4/2008 15:41 |
| Transactions Disclosure | 3/4/2008 17:35 |
| FY07 Financial Statements | 26/2/2008 19:40 |
| FY07 Figures and Information | 26/2/2008 19:36 |
| Comments on FY07 financials | 26/2/2008 16:59 |
| Financial Calendar FY2008 | 26/2/2008 14:37 |
| Conference Call Invitation | 19/2/2008 14:45 |
| Transactions Disclosure | 25/1/2008 10:44 |
| Transactions Disclosure | 24/1/2008 13:31 |
| Transactions Disclosure | 23/1/2008 18:25 |
| Transactions Disclosure | 23/1/2008 18:24 |
| Transactions Disclosure | 21/1/2008 19:01 |
| Transactions Disclosure | 9/1/2008 18:33 |
| Transactions Disclosure | 2/1/2008 10:24 |
The Annual Financial Report of the Group, The Independent Auditors Report and the Board of Directors
Report for the year 2008 have been published by posting on the Internet at the web address www.fourlis.gr.
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