Annual Report • Sep 22, 2015
Annual Report
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( In accordance with Law 3556/2007)
| Statements of Members of the Board of Directors | 3 |
|---|---|
| Annual Report of the Board of Directors for the period 1/1 to 31/12/2010 | 4 |
| Auditors' Report of the Financial Statements | 29 |
| Statement of Financial Position (Consolidated and Separate) as at Dec, 31 2010 | 31 |
| Statement of Comprehensive Income (Consolidated) for the period 1/1 to 31/12/2010 | 32 |
| Statement of Comprehensive Income (Separate) for the period 1/1 to 31/12/2010 | 33 |
| Statement of Changes in Equity (Consolidated) for the period 1/1 to 31/12/2010 | 34 |
| Statement of Changes in Equity (Separate) for the period 1/1 to 31/12/2010 | 35 |
| Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 31/12/2010 | 36 |
| Notes to the Financial Statements (Consolidated and Separate) | 37 |
| Financial Data and Information | 89 |
| Information pursuant to article 10 of Law 3401/2005 | 90 |
| Web site for the publication of the Annual Financial Report | 91 |
The members of the Board of Directors of FOURLIS HOLDINGS SA
We confirm that to the best of our knowledge:
Neo Psychiko, Feb 28, 2011
The Chairman The Vice Chairman The CEO
Vassilis S. Fourlis Alexandros I. Fourlis Apostolos D. Petalas
(In accordance with L. 3556/2007)
Dear Shareholders,
Please find below, for your approval, the Annual Financial Report (Consolidated and Separate) of FOURLIS HOLDINGS S.A. for the period 1/1/-31/12/2010.
The Group apart from the Company FOURLIS HOLDING S.A. also includes subsidiaries over which FOURLIS HOLDING S.A. has direct and indirect control.
The FOURLIS Group which consists of the parent Company FOURLIS HOLDING S.A. along with its subsidiaries and their subsidiaries companies is operating in the Home Furniture and Household Goods (Retail) and Sporting Goods (Retail) and Electrical and Electronic Equipment (Wholesale).
The subsidiary companies and their subsidiaries that are included in the consolidated financial statements for 2010, grouped per Segment and countries of operation are the following:
• The athletics goods retail segment includes the retail sales of athletics goods of GENCO TRADE SRL which operates in Romania and the parent company has a direct shareholding of 100%.
The above percentages were shaped in 30/12/2010 that was completed the merge via absorption of the company EUROELECTRONICS SA which operates in Greece, in which parent company participated indirectly with a shareholding of 78,53% , from company PRIME TELECOM SA.
• SERVICE ONE SA which operates in Greece and the parent company has an indirect shareholding of 99,94%.
The segment of wholesale trading of electrical and electronic equipment includes GENCO TRADE SRL which operates in Romania. The parent company has a direct shareholding of 100%.
We note that in the discontinued operation of the segment of the Wholesale Trading of Electrical and Electronic Equipment are included:
The Group's consolidated data include, the following affiliated companies:
(All the amounts are in thousands of euro unless otherwise stated)
The financial performance of FOURLIS HOLDINGS S.A. is directly related to the financial performance of its subsidiaries. Having the above in mind, the summary below presents the per segment consolidated financial statements for the period 1/1 to 31/12/2010.
The impact of economic crisis is negative for the vulnerable economies of the countries where the Group operates. As it is known, Greece (from which emanates the 85% of income of Group during financial year 2010) is in the process of taking measures and strict control of the central bodies of the European Union and IMF to implement them.
The corrective measures that were imposed and are imposed by the International Monetary Fund, the European Central Bank and the European Union, had direct negative repercussions in the behaviour of consumers and in the planning of enterprises and shape a particularly unfavourable economic environment for the segment that the Group operates. The reduction of the available income of consumers, the successive adjustments of the tax system that are aiming in bringing income from direct and indirect taxes (VAT, new extraordinary tax contribution 2010) and the restrictions of financing on behalf of the Banks in consumers and enterprises accentuate the economic recession. The reduction of consumption and investments in combination with the insecurity of consumers and investors is also impressed in the financial statements of the Group.
Due to the above conditions but also because of the interruption of collaboration with SAMSUNG Electronics that influenced the segment of Wholesale Trading of Electrical and Electronic Equipment, resulted to a bending of total consolidated sales of Group at 15% for the period from 1/1/-31/12/2010 versus the prior year 2009. The consolidated sales of segment of Retail Trading of Home Furniture and Household Goods had in 2010 limited losses 5% versus 2009, while the segment of Retail Trading of Sporting Goods had marginal increase of sales (1%) versus 2009.
The Group has increased the market share in the retail segments, where 63% of its revenues derived.
The Group applies a policy that strengthens its links with the consumers, maximizing its services before and after the sale and ensuring the most optimal quality of merchandises concerning the sale price. Also, important elements of the Group's policy are not only the reassurance of receivables and the financing of investments with parallel maximisation of exploitation of synergies inside the Group but also the minimization of expenses aiming to decrease the operational expenses.
In spite of the consequences of the economic crisis, the Group continued to implement without any changes in its investment program. In the financial year 2010 pursuant to the investment program, emphasized in both of the retail segments that the Group operates. In implementation of the Group's investment plan:
In an effort to present a complete view of the Group's performance, we report the annual consolidated results per Segment for fiscal year 2010 versus 2009 at the following tables.
| 2010 | 2009 | 2010/ 2009 | ||
|---|---|---|---|---|
| Revenue | 319.442 | 335.114 | 0,95 | |
| EBITDA | 36.924 | 54.260 | 0,68 |
Profit before Tax 24.500 42.486 0,58
The annual results of 2010 for Retail Trading of Home Furniture and Household Goods have been charged with preopening expenses for IKEA stores amounted to € 5,3 million. The results of the Retail Trade of Home Furniture and Household Goods in 2009 were burdened preopening expenses for IKEA store, at the amount of € 5,5 million.
We note that under the segment's results of 2009 an once off amount of €1,68 million (after expenses and tax), is included referring to the profit from disposal of RENTIS SA assets. There is not a corresponding amount in the year 2010.
| 2010 | 2009 | 2010/ 2009 | |
|---|---|---|---|
| Revenue | 81.040 | 80.340 | 1,01 |
| EBITDA | 5.604 | 9.266 | 0,60 |
| Profit before Tax | 1.405 | 5.793 | 0,24 |
Because of the interruption of collaboration with SAMSUNG Electronics from 1/7/2010 the figures are presented as discontinued operation, refers to SAMSUNG mobile phones that distributed by EUROELECTRONICS SA in the Greek market and the segment of wholesale trading of electrical and electronic equipment GENCO TRADE SRL which operates in Romania.
Also, the discontinued operation includes the sector of «SAMSUNG» products of the companies FOURLIS TRADE SA and PRIME TELECOM SA, due to the interruption of collaboration on 31/12/2010.
| 2010 | 2009 | 2010/ 2009 | |
|---|---|---|---|
| Revenue | 203.169 | 302.173 | 0,67 |
| EBITDA | 3.136 | 7.772 | 0,40 |
| Profit before Tax | 805 | 2.778 | 0,29 |
| 2010 | 2009 | 2010/ 2009 | |
|---|---|---|---|
| Revenue | 34.621 | 34.118 | 1,01 |
| EBITDA | 2.750 | 2.292 | 1,20 |
| Profit before Tax | 2.238 | 1.766 | 1,27 |
| 2010 | 2009 | 2010/ 2009 | |
|---|---|---|---|
| Revenue | 638.150 | 751.722 | 0,85 |
| EBITDA | 47.308 | 72.909 | 0,65 |
| Profit before Tax | 28.210 | 53.278 | 0,53 |
| Profit after Tax and Minority Interests | 15.090 | 31.621 | 0,48 |
Consolidated results of the period 1/1 - 31/12/2009 include, apart from the aforementioned amounts, profits €733 thousand due to the disposal of 8% of the shareholding of the parent Company's to the company "I-FLEX SOLUTIONS SA HIGH TECHNOLOGY APPLICATIONS". There is not a corresponding amount in the year 2010.
According to the L. 3845/6.5.2010, the Group's results of the year 2010, were burdened with an 'Extraordinary Social Contribution Tax' of € 5,5 millions which was included in the results of the first half of 2010 will be fully paid in 2011. The corresponding amount in the year 2009 was € 5,9 millions.
We note that on a consolidated basis the Group's Total Equity (after minority interest) at December 31, 2010 amounts to € 216,39 millions versus an amount of € 214,44 millions of year end 2009.
Below please find basic Indicators for the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements for the years 2010 and 2009 respectively.
| 2010 | 2009 | |
|---|---|---|
| Current Assets/ Total Assets | 49,74% | 57,71% |
| Total Liabilities/ Total Equity & Liabilities | 58,09% | 63,97% |
| Total Equity (after minority interest)/ Total Equity & Liabilities | 41,82% | 35,86% |
| Current Assets/ Short Term Liabilities | 105,57% | 127,45% |
| 2010 | 2009 | |
|---|---|---|
| Operating Profit/ Revenues | 5,65% | 8,34% |
| PBT/ Total Equity (after minority interest) | 13,04% | 24,85% |
These ratios in combination with the study of the Annual Financial Report are enabling all interested parties to
see progress in the development of the Group's activities as well as the effort expended to achieve the corporate objective, keeping in mind the unfavorable economic conditions and the interruption of the collaboration with SAMSUNG Electronics.
The Board of Directors of FOURLIS HOLDINGS S.A. with its convention on 24/8/2010, decided to implement the decision of the General Assembly of June 11, 2010 on share buybacks. According to these resolutions the Board of Directors from 24/8/2010 until 31/12/2010 bought buyback of 143.163 shares with a total value of Euros 857.964,24 at an average price per share Euros 5,9929.
Also, on 16/12/2010 the Board of the parent Company certified the cash from the beneficiaries of stock option plan who exercised the right and proceeded to an adjustment of the Article 3 of the Company's Article of Association. The amount by which the share capital of the Company increased was thirty - nine thousand four hundred and two (39.402,00) Euros by issuing thirty-nine thousand four hundred two (39.402) new common shares of nominal value of one (1) euro each. This announcement is registered to the ministry of regional development and competitiveness with protocol number K2-97/14.1.2011.
According to the announcement that the Company, issued on 28/1/2011, the Board of the Athens Stock Exchange on 27/1/2011 approved the listing of thirty-nine thousand four hundred (39.402) new common nominal shares. These shares are traded on the Athens Stock Exchange since 1/2/2011.
On 30/12/2010 was completed the merge via absorption of the company EUROELECTRONICS SA which operates in Greece, in which parent Company participated indirectly with a shareholding of 78,53% from company PRIME TELECOM SA in which parent Company participated with a direct shareholding of 82,91%. After the merge via absorption the parent Company has a direct shareholding of 7,92% and indirect shareholding of 71,03%.
On 28/4/2010 FOURLIS HOLDINGS SA transferred the processed shares of GENCO BULGARIA EOOD, to the subsidiary INTERSPORT ATHLETICS SA. GENCO BULGARIA EOOD operates INTERSPORT stores network in Bulgaria.
During the year 2010 the following share capital increases realised in cash:
• According to the Board of Directors of the parent Company 'FOURLIS HOLDINGS S.A.' resolution in 16/12/2010, the parent Company participated in the share capital increase of the subsidiary GENCO TRADE S.R.L of the amount RON 17.000.000,00.
FOURLIS HOLDINGS S.A. does not have any branches.
The subsidiaries and especially the retail trading companies have developed a significant chain of stores in Greece and abroad.
Retail Trading of Home Furniture and Household Goods (IKEA): The segment currently, operates 6 stores (5 in Greece and 1 in Cyprus) and proceed the construction of IKEA store in Sofia (30.000 square meters), that expected to work at the second semester of 2011. The IKEA store added to the network for the period 1/1 to 31/12/2010 is the new store in Ioannina (18/12/2010).
Retail trading of sporting goods (INTERSPORT): The segment currently operates 55 stores (33 in Greece, 16 in Romania, 4 in Bulgaria and 2 in Cyprus). The following stores added to the network during the year 2010 are the three stores in Greece at Kozani (4/3/2010), Stavroupoli Thessaloniki (5/3/2010), and at Agios Dimetrios Attica (30/1/2010), two stores in Bulgaria Hermes (21/4/2010) and Varna (27/5/2010) and two stores in Romania Ploiesti (7/5/2010) and Bacau (21/9/2010).
Wholesale Trading of Electrical and Electronic Equipment: On 22 February 2010, the Group and SAMSUNG Electronics agreed to terminate their cooperation in Greece at the end of 2010, and for Rοmania and the SAMSUNG mobile phones (EUROELECTRONICS SA) the cooperation terminated on 1/7/2010. The agreement that includes clauses for the smooth termination completed in 31/12/2010.
Below is a chart providing a comparison between FOURLIS HOLDINGS S.A. share price and Athens Stock Exchange General Index for the period 01/01/2010 to 31/12/2010.
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 direct and indirect subsidiaries. The General Assembly has authorized the Board of Directors to arrange all the procedural issues and materialize the Program.
Based on the above, the Board of Directors of FOURLIS HOLDINGS SA has decided to grand to its executives and the executives of its direct and indirect subsidiaries the following stock options:
On 31/12/2009 certain number of participants waved the right to exercise of 101.418 options granted by the Board of Directors on 26/8/2008.
On 22/11/2010 the Board issued an invitation to the beneficiaries of stock option plan (stock options) of the Company to exercise their rights. In this invitation, 5 beneficiaries responded and exercised their right to purchase 39.402 shares of nominal value of 1,00 Euros, in the price of 3,89 Euros per share.
Not only the continuing recession and instability of the Greek Economy but also the underlying problems facing the economically weak countries of the European Union are creating a difficult environment for the development of the Group. Despite the extremely difficult conditions, with emphasis on the retail, the Group continues to implement its investment plan, as follows:
In the retail segment Home Furniture and Household Goods (Ikea) with the construction of the seventh IKEA store in Sofia are expected to run in the second half of 2011.
In the retail segment sporting goods stores (INTERSPORT), a network fifty-five stores in Greece, Romania, Bulgaria and Cyprus in 2011 is expected to add two - three new stores in its network. As announced on 17/2/2011, the Group agreed to acquire the stores network INTERSPORT Turkey (20 stores). The agreement provides for the acquisition of franchise rights and establishment of a new company, in which the Group will participate with a percentage of 75% through the subsidiary INTERSPORT ATHLETICS SA and it will also have the management control. More information referred in paragraph 16 (Subsequent Events) of the Board of Directors Report.
Wholesale Trading of Electrical and Electronic Equipment, despite the discontinued activities with SAMSUNG Electronics, will continue its activity with the representation of brand names with global recognition (GENERAL ELECTRIC, LIEBHERR, KOERTING).
For the next financial year 2011, through enhancing the comparative advantages of the Group as:
Management aims to increase market share and implement its investment program while seeking and evaluating new investment opportunities not only in Greece but also abroad in order to ensure a balanced economic development. The maturity of new stores (IKEA & INTERSPORT) will contribute to the future Group's revenues, despite the adverse conditions.It is understood that the acquisition of the network of INTERSPORT stores in Turkey, with 70 million population and positive growth, we are faced with a challenge that will bring substantial benefits to the Group. As previously announced on 17/2/11, the Group's objective in the next 5 - 8 years is opening 50 more stores INTERSPORT in Turkey.
With the aim of reducing operating costs, we will continue the policy of exploiting synergies within the Group. Today, on the prospects of the Greek economy, the estimates for 2011 is that we have another year of economic recession and thus reduce the consumers' availability for consumption with the corresponding effect on the activities of retail sales.
Despite the negative predictions, the Group is able to conquer their goals, given that financial strength and has people acting professionally and according with the values of the Group: the "Integrity", the "Respect" and "Efficiency".
The Group is exposed to financial risks such as foreign exchange risk, credit risk, interest rate risk and liquidity 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 Groups' subsidiaries 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 is subject to credit risk arising from the Segment of Wholesale Trading of Electrical and Electronic Equipment and is due to the collection of receivables in accordance with the customers' credit terms.
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 and cash. Also, the Group has entered into Interest Rate Swap (IRS) contracts in order to face interest rate risk.
There are no litigations or legal issues that might have a material impact on the Company and the Group's Consolidated Financial Statements for the period 1/1 - 31/12/2010.
Since 2008, when the FOURLIS Group Social Responsibility Department was established to coordinate initiatives and actions in the field of Social Responsibility within the Fourlis Group of Companies, we remain dedicated as well as devoted to our principles and values aiming at:
Moreover, in November 2008, the parent company FOURLIS HOLDINGS S.A. became a member of United Nations Global Compact, the biggest international movement for the corporate social responsibility.
In 2010, despite the unfavourable economic and social situation in Greece, the Social Responsibility Department continued its activities, with the appropriate planning and with the voluntary participation of the FOURLIS Group's employees, thus achieving the goals set for the year 2010.
During 2010, we supported Foundations and Organizations offering a great contribution to Society, to unfortunate citizens and especially to those standing by children. Examples include "To hamogelo tou pediou", "Make a Wish", "Elpida", "Unicef", the "Makarios" Hospital and "Arodaphnousa" and in Cyprus, the "National Anticancer Campaign" and the "Ethelodes tou cosmou".
Activities such as tree planting, energy saving and recycling to protect the environment, continued in 2010 by the Group companies.
Information on healthy lifestyles, blood donation programs and free medical check ups for employees of the Group, was also the result of the activities of Social Responsibility.
Social Responsibility is an inseparable value within the FOURLIS Group's activities.
By ensuring the necessary budget, along with staying focused on a clear vision and targets we will continue contributing to our People, to Society and to the Environment with initiatives and actions designed to establish a better present and to create an even better future.
Finally, the detailed Annual Social Responsibility Report for the year 2010 will be presented in the Annual General Shareholders Meeting.
As Related parties are considered the Company, the subsidiary companies, the associate companies, the management and the first line managers. The major transactions, which were eliminated for the purposes of consolidation of financial statements between Group companies, are mainly selling goods among companies in the same segment and logistics services - supply, maintenance - repairs and management fee. Detailed information on the related parties' receivables / payables for the Group and the Company is analysed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | ||
| Receivables from ; FOURLIS TRADE SA | $\circ$ | 0 | 70 | 32 | |
| EUROELECTRONICS SA | 0 | 0 | $\mathbf{0}$ | 10 | |
| PRIME TELECOM SA | $\circ$ | 0 | 4 | 0 | |
| HOUSE MARKET SA | 0 | 0 | 336 | 108 | |
| INTERSPORT SA | O | ö | 111 | 41 | |
| SERVICE ONE SA | 0 | ö | 27 | 0 | |
| TRADE LOGISTICS SA | 0 | Ō. | 17 | 0 | |
| GENCO BULGARIA LTD | $\circ$ | $\circ$ | 9 | Ű | |
| INTERSPORT (CYPRUS) LTD | o | o | 3 | $\mathbf{1}$ | |
| H.M. HOUSE MARKET (CYPRUS) LTD | $\circ$ | 0 | 40 | 18 | |
| SPEEDEX SA | 0 | 0 | 0 | 0 | |
| GENCO TRADE SRL | $\ddot{\rm{o}}$ | $\circ$ | 109 | 214 | |
| Total | $\mathbf 0$ | 0 | 726 | 423 | |
| Payables to: | FOURLIS TRADE SA | 0 | о | 36 | 1 |
| EUROELECTRONICS SA | 0 | $\mathbf 0$ | 0 | $\bullet$ | |
| PRIME TELECOM SA | 0 | $\ddot{\mathbf{0}}$ | $\ddot{\mathbf{0}}$ | $\circ$ | |
| HOUSE MARKET SA | 0 | o | 235 | 10 | |
| INTERSPORT SA | 0 | 0 | 76 | $\circ$ | |
| SERVICE ONE SA | 0 | ö | 21 | O | |
| TRADE LOGISTICS SA | 0 | û | 14 | 0 | |
| GENCO BULGARIA LTD | o | 0 | 8 | $\circ$ | |
| INTERSPORT (CYPRUS) LTD | 0 | o | $\overline{\mathbf{2}}$ | o | |
| H.M. HOUSE MARKET (CYPRUS) LTD | $\mathfrak o$ | $\theta$ | 35 | $\ddot{\mathbf{0}}$ | |
| SPEEDEX SA | 106 | 100 | $\overline{2}$ | $\circ$ | |
| GENCO TRADE SRL | 0 | o | $\circ$ | 0 | |
| Total | 106 | 100 | 430 | 11 |
Third Parties transactions for the period 1/1 to 31/12/2010 and for the period 1/1 to 31/12/2009 is analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Other operating income | $\circ$ | 12 | 1.356 | 1.278 |
| Revenues | 0 | 0 | 0 | |
| Total | o | 13 | 1.356 | 1.278 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Administrative expenses | 63 | 24 | (32) | 0 |
| Distribution expenses | 124 | 0 | ||
| Other operating expenses | O | o | ||
| Total | 134 | 150 | 32 | $^{\circ}$ |
During the period 2010 and 2009 the following transactions have been applied among FOURLIS HOLDINGS SA and the subsidiaries of the Group:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Revenue | 24.009 | 26,890 | $\circ$ | $\ddot{o}$ |
| Cost of Sales | 15.977 | 18.309 | $\circ$ | $\circ$ |
| Other Income | 3.241 | 3.008 | 1.356 | 1.278 |
| Administrative expenses | 7.158 | 7.303 | 39203 (32) |
372 |
| Distribution expenses | 4.069 | 4.517 | 0 | $\mathbf{0}$ |
| Dividends | 9.914 | 7.696 | 8,500 | 6,000 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Trade receivables | 8.181 | 9.541 | 728 | 435 |
| Inventory | 485 | 478 | 0 | $\mathbf 0$ |
| Creditors | 8.182 | 9.542 | 419 | 11 |
The total number of employees of the Group as at 31, December 2010 and 31, December 2009 was 3.095 and 3.138 respectively. The total number of employees of the Company for the same reporting periods set above was
at 3 and 5 respectively.
The Board of Directors Fees and Top Management remuneration is analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Board of Directors | 1.711 | 1.477 | 48 | 48 |
| Top Management remuneration | 505 | 879 | 505 | 700 |
| Total | 2.215 | 2.356 | 553 | 748 |
The Annual General Meeting of shareholders of the parent company «FOURLIS Holdings SA" held on 11.6.2010 approved a share buyback program in accordance with the article 16 L.2190/1920 of up to 5% of the issued share capital or 2.547.646 shares. The Share Buy Back will take place within (24) twenty four months from the Annual General Meetings' approval, until 11/6/2012. The lowest purchase will be € 1,00 per share and the maximum €20,00 per share. The Board of Directors is authorised to implement the Share Buy Back program. In explanatory note on the agenda of the Annual General Assembly of June 11, 2010, this is posted on the website of the Company on 3/6/2010, specifies that: The implementation of these program is related with various factors like the expansion and investment plan and the liquidity of the Company.
Board of Directors of FOURLIS HOLDINGS S.A. with his convention on 24/8/2010, decided to implement the decision of the General Assembly of June 11, 2010 on share buybacks. According to these resolutions the Board of Directors from 24/8/2010 until 31/12/2010 bought buyback of 143.163 shares (0,28% on share capital) with a total value of Euros 857.964,72 at an average price per share Euros 5,9929.
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). Each share entitles to one vote. The shareholders' responsibility is limited to the nominal value of the shares that they own.
The transfer of shares of the Company is made as prescribed by law and there are no restrictions as to their transfer by the Company's Articles of Association.
At 31/12/2010, the following shareholders owned more than 5% of the voting shares of the Company:
Note that G22-HG 22 Smallcap World Fund Inc, announced on 24/1/2011, is a member of 'Capital Research and Management Company', that it owns shares under 10% of total shares. Also, with a new announcement on 25/1/2011, the G22-HG 22 Smallcap World Fund Inc published that the direct owns shares are under the limit of 5%.
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 or is it prescribed by the Company's Articles of Association.
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.
1) According to art 13 par 1 (b) of Law 2190/1920 and the Article 4 par. 1 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 1/2 of the paid in share capital at the date that Board was awarded the aforementioned right. b) Issue Corporate bonds that will be converted to shares for an amount that cannot exceed ½ of the paid in share capital. In this case the provisions of paragraphs 2, 3 and 4 of article 3a of Law 2190/1920. The Share
Capital increases according to the above do not constitute an amendment of the Articles of Association. The aforementioned General Assembly decision has to be published in accordance with Art. 7b of Law 2190/1920. The authority of the Board of Directors can be renewed from the General Assembly with a decision that has to be published in accordance with Art. 7b of Law 2190/1920, for a time spread that will not exceed 5 years, for every renewal and its validity commences after each 5 years period end.
In the case that the Reserves exceed 1/4 of the paid in capital then for a Share Capital increase it a decision of the Shareholders General Assembly is obligatory along an amendment of the corresponding article of Articles of Association. All the above decisions are valid with a presence greater than the 2/3 of the paid in capital representatives.
In case of non presence of the 2/3, the 1st repetitive assembly will take place within 20 days from the General Assembly date was cancelled. The 1st Repeated General Assembly has to be announced 10 days before. The 1st Repeated General Assembly is valid if at minimum, the ½ of the paid in capital representatives are physically present. In the case of a non presence of the 1/2, the 2nd Repeated General Assembly will take place within 20 days from the 1st Repeated General Assembly date was cancelled. The 2nd Repeated General 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. These decisions of the General Meeting of shareholders by a majority of two thirds (2/3) of the votes represented therein.
2) The A' repetitive Annual General Meeting of shareholders " FOURLIS Holdings SA " on 30/6/2008, acting under the provisions of paragraph 13 of Article 13 and paragraphs 3 and 4 of Article 29 and paragraph 2 of Article 31 of Law 2190/1920, implement stock option plan (Stock Options) - hereinafter "Program" - to executives of the Company and its affiliated companies within the meaning of paragraph 5 of article 42e of this Act, and authorized the Board of Directors, to regulate procedural matters and detail. The Board of Directors, under the terms of the plan and the law gives to recipients who exercised their right to obtain certificates of shares and issue and deliver the shares in these recipients, increasing the share capital of the Company certifying the capital increase. These increases in share capital are not amendments to the Association. The Board of Directors during the last months of the fiscal year within which capital increases occurred, as determined above, adjust with the decision the article of Association on the capital, so as to predict the amount of capital, as shown after these increases, made public in compliance with Article 7b.
3) The Annual General Meeting of shareholders «FOURLIS Holding Company SA" of 11/6/2010 decided, in accordance with Article 16 of Law 2190/1920, approving purchase from the company's treasury shares, until the number of 2,547,646 shares (5% of issued share capital) within 24 months of approval, until 11.06.2012, with a minimum acquisition of one euro (1.00 euro) per share and maximum euro (20.00) per share accordance with Article 16 of L. 2190/1920 and authorized the Board of Directors to determine, but within the above framework, the exact timing, number and price for acquisition such shares. About the program on the issue of new shares and the share buybacks for the period 01/01 to 31/12/2010 more details listed above, in the Board of Directors Report in paragraph 6 Stock Option Plan and 13 Share Buyback.
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.
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.
According to Law 3873/2010 article 2, paragraph 2, the Board of Directors declared the following:
a) Reference on the Corporate Governance Code which the company is coming under or has voluntarily decided to comply with and the website that can be found.
The Company has decided (Board of Directors decision on 28/2/2010) to voluntarily comply with the Code of Corporate Governance that was drafted at the initiative of SEV for Listed Companies (issued January 2011) which is posted on the website of SEV at: http://www.sev.org.gr.
The purpose of Corporate Governance Code of SEV is to promote good governance in the belief that this will enhance the long - term success and competitiveness of the Greek companies.
The Corporate Governance Code contains two types of provisions: "general principles", which are general guidelines aiming on providing a general framework within principles can be addressed and most issues of corporate governance can be resolved. Each principle is followed by one or more specific practices that further develop the general principles. The Code follows the approach of compliance or explanation.
The general principles of the Code cover the following topics:
Functioning of the Board
Board evaluation
The Corporate Governance Code as applied by the company is posted on its website: http://www.fourlis.gr
The Corporate Governance Code drafted by SEV when refers to existing, mandatory legal rules is using present tense to distinguish these requirements from the voluntary practices of the code.
Indicative, the following Corporate Governance practices applied by the company in addition to the provisions of the Law:
professional standards
c) Description of the main characteristics of internal control and risk management of the company in relation to the process of preparation of financial statements
The company has developed and implements a process for issuing financial statements (consolidated and separate alone) and the Financial Report. The Group companies record their transactions in their information systems and through automated procedures the consolidation application is updated. Crosschecking of data is performed and is reviewed (intra - group transactions, receivables and payables, etc.). Elimination and consolidation entries are recorded and the financial statements with the associate notes are developed. After the completion of audit procedures, the Financial Report that includes financial statements is submitted to the Board of Directors for approval.
The main characteristics of the internal control and risk management systems employed by the Company in connection with the process of preparation of the financial statements and the Financial Report are the following:
During the year no cases were present to purchase or bid.
e) Information about functioning of the Shareholder Meeting and its powers, and a description of shareholders' rights and the way they exercise them
The convergence of the General Meeting of shareholders is carried out in accordance with the provisions of Law 2190/ 1920 as amended.
About functioning of General Meeting of its shareholders company follows practices are addressed below:
The Company, according Law 3884/2010, at the convergence of the Annual General Meeting of 2011, takes all measures for the orderly conduct of it and to safeguard the rights of shareholders.
The responsibilities of the General Meeting of shareholders referred to in the excerpt of the Company are posted on its website: http://www.fourlis.gr
The Board and its independent members, elected by the Annual General Meeting of shareholders held on 22/7/2007. The term of Board members in accordance with the articles of Incorporation, ends during the first half of 2012, when the Ordinary General Meeting of Shareholders will elect a new Board. According the decision of the Board on 26/8/2008 a resigned member was replaced and redefined the responsibilities of its members and the representation of the Company that is in force today and is as follows:
The Board of FOURLIS HOLDINGS SA is:
| Chairman, Executive Member, Member of Nomination and Remuneration Committee |
Vassilis S. Fourlis |
|---|---|
| Vice – Chairman, Executive Member | Alexandros I. Fourlis |
| CEO, Executive Member, Member of Nomination and Remuneration Committee |
Apostolos D. Petalas |
| Director, Executive Member | Dafni A. Fourlis |
| Director, Corporate Social Responsibility Director, Executive Member |
Lida S. Fourlis |
| Director, Non – Executive Member, Member of Audit Committee |
Ioannis Ev.Brebos |
|---|---|
| Director, Independent Non – Executive Member, Member of Audit Committee |
Eftichios Th.Vassilakis |
| Director, Independent Non – Executive Member, Member of Audit Committee |
Ioannis K. Papaioannou |
| Director, Independent Non – Executive Member, Member of Nomination and Remuneration Committee |
Ioannis A.Costopoulos |
The CV's of the members of the Board of Directors are listed on the Company's website: (http://www.fourlis.gr)
The main responsibilities of the Board of Directors include:
The Board of Directors should meet sufficiently regularly to discharge its duties effectively. At the beginning of every calendar year, the Board of Directors adopts a calendar of meetings and a 12-month agenda, which may be reviewed depending on the Company's needs. The remuneration of the Board of Directors is approved by the Annual General Meeting of shareholders and included in the Note 26 to the financial statements.
The functioning of the Board od Directors is detailed in the Board Internal Regulation. The Board Internal Regulation contains the following sections:
Establishment of independence of candidates or current members of the Board
Term of the Board
Board is supported by two committees: the Audit Committee and the Nomination and Remuneration Committee.
The Audit Committee is appointed by the General Meeting of shareholders (Article 37 of Law 3693/2008). The main responsibilities of the Audit Committee are the following:
The main responsibility of the Nomination and Remuneration Committee is to submit proposals to the Board of Directors for the nomination of Board Members and key senior executives along with their remuneration.
The Nomination and Remuneration Committee is responsible for:
Reviewing regularly the salary of executive Board Members and other contractual terms, including severance payments and pension arrangements.
Making proposals to the Board on any business policy related to remuneration.
The function of the Nomination and Remuneration Committee of the Board of Directors is detailed in the Charter of the Committee approved by the Board of Directors and posted on the web site of the Company (http://www.fourlis.gr). The Nomination and Remuneration Committee Charter contains the following sections:
The Company comply with the Code of Corporate Governance that was drafted at the initiative of SEV for Listed Companies (issued January 2011) with minor deviations that are presented and explained in the following table.
| SEV Code of Corporate Governance for listed companies (issued January 2011) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Code |
|---|---|
| The Board of Directors should comprise a majority of non-executive members (including independent non - executive members) and at least two (2) executive members (specific practice 2.2, Size and composition of the Board). |
The Board of Directors consists of five (5) executive and four (4) non - executive members, including three (3) independent non - executive members. The term of the current Board of Directors ends in the first half of 2012 when the implementation of this special practice will be revisited. |
| The Board of Directors should appoint an independent vice - chairman from among its independent Board members where a company chooses a) to combine the roles of Chairman and Chief Executive, b) appoint an executive Chairman. If a former Chief Executive of a company is appointed as Chairman within three (3) years of his retirement as Chief Executive, he should be considered as being an Executive Chairman (specific practice 3.3, Role and profile of the chairman of the Board). |
The Board of Directors consists of five (5) executive and four (4) non - executive members, including three (3) independent non - executive members. Both the Chairman and the Vice Chairman of the Board are executive members. The term of the current Board of Directors ends in the first half of 2012 when the implementation of this special practice will be revisited. |
| The independent Vice - Chairman should be empowered to request the Chairman to include specific items on the Board's agenda. This does not affect the legal rights of other Board members to request a meeting of the Board or to actually call a meeting in case the Chairman or Vice - Chairman does not comply with their request L.2190/1920 Article 2 par. 5. The independent Vice Chairman should also coordinate non |
| SEV Code of Corporate Governance for listed companies (issued January 2011) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Code |
|---|---|
| - executive Board members and give voice to their views. He should be responsible for leading the Board's evaluation of the Chairman and the meeting of non - executive Board members (as described in paragraph A.VI. (6.5)). He should also be available to shareholders to discuss issues of corporate governance (specific practice 3.4, Role and profile of the chairman of the Board). |
|
| Executive Board members should undertake to resign from the Board upon the termination (in whatever manner) of their executive duties (specific practice 5.3, Nomination of Board members). |
This is at the discretion of the professional awareness of each Board Member. Ultimately,is the responsibility of the General Meeting of shareholders. |
| The Nomination Committee should be composed of at least 3 members. The majority of its members should be non - executive Board members. The Committee should be chaired by an independent non - executive Board member. The Committee may be chaired by the Chairman of the Board if (a) the conditions of section A.III (3.3) apply and (b) the Committee includes at least one independent non - executive among its members (specific practice 5.5, Nomination of Board members). |
The Nomination and Remuneration Committee consists of four (4) members, the Chairman of the Board of Directors, the CEO, a member of the Board and the Director of Human Resources and is chaired by the Chairman of the Board. Since the Committee was established and operating effectively as the Human Resources Committee before the adoption of Corporate Governance Code, was considered more appropriate this Committee to go on with a parallel enrichment of its role and responsibilities (concerning the nomination responsibilities). |
| The Chairman or the independent Vice - Chairman, if appointed, should have regularly meetings with the non - executive members without the presence of executive members to discuss the performance and remuneration of the latter, as well as other relevant issues (special practice 6.5, Functioning of the Board). |
The Board of Directors consists of five (5) executive and four (4) non - executive members of which the three (3) are independent non – executive members. Both the Chairman and the Vice Chairman of the Board are executive members. The term of current Board of Directors ends in the first half of 2012 when the implementation of this special practice will be revisited. |
| The evaluation of the performance of the Board and its Committees should take place at least every 2 years in line with a clearly established procedure. The evaluation exercise should be led by the Chairman and its results discussed by the Board. The Chairman should act on the results of the performance evaluation by addressing the weaknesses of the Board. The Board should also evaluate the performance of its Chairman. This should be led by the independent Vice - Chairman, if appointed, or by another non - executive Board member (specific practice 7.1, Board evaluation). |
The responsibilities of the Board of Directors include the assessment of its Committees. For the evaluation of the effectiveness of the Board, the Company has not ended to an acceptable methodology yet. For this reason compliance with special practice will be inforced at a later stage. |
| The non - executive Board members should convene periodically without the executive members in order to evaluate the latter are performance and discuss their remuneration (specific practice 7.2, Board evaluation). |
|
| Executive Board members' contracts should provide that the Board may demand full or partial recovery of any bonuses awarded on the basis of restated financial statements of previous years or otherwise erroneous financial data used to calculate such bonuses (specific |
The existing contracts of the Company do not include this term. In case of a new contract, the inforcement of this special practice will be revisited. |
| SEV Code of Corporate Governance for listed companies (issued January 2011) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Code |
|---|---|
| practice 1.3, Level and structure of remuneration). | |
| Individual remuneration of executive Board members should be approved by the Board, on the proposal of the Remuneration Committee without the presence of executive Board members. When remuneration needs to be approved by the General Meeting of shareholders according to the law, the proposal to the General Meeting should be developed by the Board according to the above procedure. In determining the remuneration of executive Board members, the board should consider (a) their role and responsibilities, (b) their performance against predetermined quantitative and qualitative objectives, (c) the economic situation, performance and outlook of the company, (d) the remuneration for similar executive functions in peer companies (specific practice 1.4, Level and structure of remuneration) |
The majority of the Members of the Board of Directors are executive members. Under the current composition of the Board of Directors, it is not possible a decision to be made only by the non - executive Members. |
On 17 February 2011, the Group announced, the agreement for purchase of the retail stores network of INTERSPORT in Turkey. The agreement includes the agreement of the franchise rights and the establishment of the company Intersport Athletik SA. In the new company, Fourlis Group participates with 75% through the Greek subsidiary Intersport Athletics SA and it has the management control, while the previous owner will hold remaining 25%. Upon the signing of the agreement, Fourlis Group acquires 20 Intersport stores currently operate in Turkey. The Group's target is to expand the store network in Turkey to over 50 stores in the next 5-8 years.
Its worth mentioning that Turkey has a population of approximately 70 million people, 60% of which are under age of 34. The agreement for purchase of the retail stores network of INTERSPORT in Turkey is of a strategic importance and the initial investment for the Group will be 10 million euros approximately.
On 21 February 2011, the transaction to acquire the land and the building of IKEA store in Ioannina was finally completed. HOUSEMARKET SA acquired all the shares of BITA TRITH REAL ESTATE COMPANY OF EASTERN GREECE SA which that property is a fixed asset.
Completing the Annual Report of the Board of Directors, we propose to the Annual General Meeting of Shareholders for the year 2011, no dividend distribution.
This Report, the Annual Financial Statements of 2010, the Notes on the Annual Financial Statements along with the Auditors Report, have also been published at the Group's web site, address: http://www.fourlis.gr.
Neo Psychiko, 28/2/2011
The annual Financial Statements included in pages 31 to αre in accordance with the IFRS as applied in the European Union, are those approved by the Board of Directors of "Fourlis Holdings SA" on 28/02/2011 and are signed by the following:
Chairman CEO
Vassilis St. Fourlis Apostolos D. Petalas ID No. Σ-700173 ID No. Π-319553
Finance Manager Chief Accountant Planning & Controlling
Maria I. Theodoulidou Sotirios I Mitrou ID No. T-134715 ID No. AI-557890 Ch.Acct.Lic. No. 30609 A Class
Independent Certified Auditor's Accountant's Report
To the Shareholders of «FOURLIS HOLDING S.A.»
Report on the Financial Statements
We have audited the accompanying financial statements of FOURLIS HOLDING S.A. ("the Company"), and its subsidiaries ("the Group") which comprise the separate and consolidated statements of financial position as at December 31, 2010, and the separate and consolidated statements of comprehensive income, statements of changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
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 and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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 separate and consolidated 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 entity'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 accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and the Group as at December 31, 2010, and their financial performance and their 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
Athens, February 28, 2011
The Certified Auditor Accountant
SOFIA KALOMENIDES S.O.E.L. No 13301
ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. 11th KM NATIONAL ROAD ATHENS-LAMIA 14451 METAMORFOSI S.O.E.L. R.N. 107
(In thousands of Euro, unless otherwise stated)
| Group | Company |
|---|---|
| Assets | Note | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
|---|---|---|---|---|---|
| Non-current assets | |||||
| Property plant and equipment | 7 | 211.819 | 193.252 | 79 | 86 |
| Investment Property | 8 | 8.782 | 20.387 | 0 | $\Omega$ |
| Intangible Assets | 9 | 12.705 | 12.578 | 115 | 123 |
| Investments in affiliates & associates | 10 | 9.879 | 9.660 | 88.299 | 88.476 |
| Investments | 10 | 95 | 95 | 95 | 95 |
| Long Term receivables | 13.313 | 14.480 | 138 | 138 | |
| Deferred Taxes | 22 | 3.476 | 2.460 | 48 | 58 |
| Total non-current assets | 260.069 | 252.911 | 88.775 | 88.975 | |
| Current assets | |||||
| Inventory | 11 | 87.571 | 105.619 | $\sigma$ | $\Omega$ |
| Income tax receivable | 22 | 5.034 | 15.092 | 4.293 | 3.870 |
| Trade receivables | 12 | 83.740 | 108.519 | 753 | 449 |
| Other receivables | 13 | 37.937 | 21.749 | 551 | 110 |
| Cash & cash equivalent | 14 | 43.129 | 94.140 | 13.079 | 21.547 |
| Total current assets | 257.411 | 345.119 | 18.676 | 25.977 | |
| Total Assets | 517.480 | 598.031 | 107.451 | 114.951 | |
| SHAREHOLDERS EQUITY & LIABILITIES | |||||
| Shareholders Equity | |||||
| Share Capital | 15 | 50.953 | 50.953 | 50.953 | 50.953 |
| Share premium reserve | 11.985 | 11.864 | 12.322 | 12.208 | |
| Reserves | 16 | 69.915 | 66.733 | 30.366 | 30.781 |
| Retained earnings | 83.546 | 84.894 | 12.096 | 17.205 | |
| Total shareholders equity (a) | 216.399 | 214.444 | 105.737 | 111.146 | |
| Non controlling interest (b) | 455 | 1.019 | 0 | 0 | |
| Total Equity $(c)= (a)+(b)$ | 216.854 | 215.463 | 105.737 | 111.146 | |
| Liabilities | |||||
| Non current Liabilities | |||||
| Loans and borrowings | 19.20 | 38.813 | 92.334 | 0 | 0 |
| Employee retirement benefits | 18 | 1.319 | 2.254 | 19 | 29 |
| Provisions | $\bf{0}$ | 251 | 0 | 0 | |
| Deferred Taxes | 22 | 5.729 | 5.699 | $\alpha$ | $\overline{0}$ |
| Other non-current liabilities | 10.935 | 11.249 | 121 | 121 | |
| Total non current Liabilities | 56.796 | 111.787 | 140 | 150 | |
| Current Liabilities | |||||
| Loans and borrowings Current portion of non-current loans and |
19.20 | 67.011 | 49.726 | Ö | 0 |
| borrowings | 19, 20 | 53.685 | 9.755 | 0 | 0 |
| Income Tax Payable | 22 | 4.025 | 20.657 | 196 | 2.788 |
| Accounts payable and other current liabilities | 21 | 119.110 | 190.642 | 1.379 | 867 |
| Total current Liabilities | 243.830 | 270.780 | 1.575 | 3.655 | |
| Total Liabilities (d) | 300.626 | 382.567 | 1.714 | 3.805 | |
(In thousands of Euro, unless otherwise stated)
| $11' - 31/12/2010$ | $11' - 3'$ /12/2009 | ||||||
|---|---|---|---|---|---|---|---|
| Continuing Operations. |
Discontinued Operations |
Total Operation | Continuing Operations |
Discontinued Cperations |
Total Operation | ||
| Revenue | 5.28 | 434.980 | 203.169 | 638.150 | 449.549 | 302.173 | 751.722 |
| Cost of Goods Sold | 5 | (260.503) | (177.090) | (437.593) | (262.973) | (258.429) | (521.402) |
| Gross Profit | 174.477 | 26.079 | 200.557 | 186.576 | 43.744 | 230.320 | |
| Other operating income | 6 | 3.225 | 16.154 | 19.379 | 6.808 | 18.197 | 25.004 |
| Distribution expenses | 6 | (118.904) | (28.715) | (147.619) | (113.014) | (44.138) | (157.151) |
| Administrative expenses | 6 | (23.806) | (8.060) | (31.866) | (22.546) | (8.151) | (30.698) |
| Other operating expenses | 6 | (1.556) | (2.831) | (4.387) | (2.105) | (2.673) | (4.778) |
| Operating Profit / Loss | 33.436 | 2.628 | 36.064 | 55.719 | 6.979 | 62.698 | |
| Total finance cost | 6 | (7.071) | (3.841) | (10.912) | (6.900) | (5.498) | (12.397) |
| Total finance income | 6 | 1.335 | 2.017 | 3.353 | 2.039 | 1.297 | 3.336 |
| Expense/income from associate compani | 6,10 | (295) | (295) | (358) | $\blacksquare$ | (358) | |
| Profit / Loss before Tax | 27.405 | 805 | 28.210 | 50.501 | 2.778 | 53.278 | |
| Income tax | 22 | (11.567) | (1.692) | (13.259) | (19.322) | (1.803) | (21.124) |
| Net income (A) | 15.838 | (887) | 14.951 | 31.179 | 975 | 32.154 | |
| Attributable to: | |||||||
| Equity holders of the parent | 15,846 | (757) | 15.090 | 31.171 | 450 | 31.621 | |
| Non controlling interest | (8) | (131) | (139) | 8 | 525 | 533 | |
| Net Income (A) | 15,838 | (887) | 14.951 | 31.179 | 975 | 32.154 | |
| Other comprehensive income | |||||||
| Foreign currency translation from foreign operations | 19 | $\mathbf{1}$ | 19 | (35) | (368) | (403) | |
| Effective portion of changes in fair value of cash flow hedges |
(733) | u, | (733) | (535) | ٠ | (535) | |
| Comprehensive Income after Tax (B) | (714) | 1 | (714) | (571) | (368) | (939) | |
| Total Comprehensive Income after tax (A)+(B) | 15.124 | (887) | 14.237 | 30.608 | 607 | 31.215 | |
| Attributable to: | |||||||
| Equity holders of the parent Non controlling interest |
15.132 (8) |
(756) (131) |
14.376 (139) |
30.600 8 |
82 525 |
30.682 533 |
|
| Total Comprehensive Income after tax $(A)+(B)$ |
15.124 | (887) | 14.237 | 30.608 | 607 | 31.215 | |
| Basic Earnings per Share (in Euro) | 23 | 0.3113 | (0.0149) | 0.2964 | 0.6118 | 0.0088 | 0.6206 |
| Diluted Earnings per Share (in Euro) | 23 | 0.3089 | (0.0148) | 0,2942 | 0.6071 | 0,0088 | 0.6158 |
| Earnings before Interest, Taxes, Amortisation & Depreciation |
44.172 | 3.136 | 47.308 | 65.137 | 7.772 | 72.909 |
(In thousands of Euro, unless otherwise stated)
| COMPANY | |||
|---|---|---|---|
| Note | 1/1 - 31/12/2010 | 1/1-31/12/2009 | |
| Revenue | |||
| Cost of Goods Sold | |||
| Gross Profit | ٠ | ||
| Other operating income | 6 | 1.373 | 2.115 |
| Distribution expenses | 6 | ||
| Administrative expenses | 6 | (2.221) | (2.576) |
| Other operating expenses | 6 | (173) | (371) |
| Operating Profit / Loss | (1.021) | (831) | |
| Total finance cost | 6 | (8) | (1) |
| Total finance income | 6 | 454 | 1.156 |
| Expense/income from associate compani | 26 | 8.500 | 6.000 |
| Profit / Loss before Tax | 7.925 | 6.325 | |
| Income tax | 22 | (205) | (3.184) |
| Net Income (A) | 7.720 | 3.141 | |
| Attributable to: | |||
| Equity holders of the parent | 7.720 | 3.141 | |
| Non controlling interest | |||
| Net Income (A) | 7.720 | 3.141 | |
| Comprehensive Income after Tax (B) | |||
| Total Comprehensive Income after tax (A)+(B) | 7.720 | 3.141 | |
| Attributable to: | |||
| Equity holders of the parent | 7.720 | 3.141 | |
| Total Comprehensive Income after tax $(A)+(B)$ |
7.720 | 3.141 | |
| Earnings before Interest, Taxes, Amortisation & Depreciation |
(980) | (812) |
for the period 1/1 to 31/12/2010
(In thousands of Euro, unless otherwise stated)
| Share Capital | Share premium TESERVS |
Reserves | Own 315195 | IRS Reserve | Roval afform Reserves |
Foreign currency translation from foraign operations |
Rotained camings? (Accumulated Icases) |
Total | Non-controlling interest |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance al 1.1, 2009 | 51953 | 11.854 | 34.170 | 30.545 | (983) | 74.784 | 211.754 | 944 | 2021/08 | ||
| Total comprehensive income for the period | |||||||||||
| Profit or loss | Ĥ | 0 | 31.621 | 31.621 | 533 | 32,154 | |||||
| Total other comprehensive income | ñ. | 0 | (535) | $\theta$ | $\mathbf{0}$ | ø | (401) | ñ | (939) | 朋 | (935) |
| Total comprehensive income for the period siter 13023 |
ń | Ø. | (535) | ň | û | õ | (403) | 31.621 | 30.682 | 533 | 31215 |
| Transactions with shareholders, recorded directly in equity | |||||||||||
| Dividends to equity holders. | $\mathbf{u}$ | Đ | ū | (18.343) | (18.343) | (454) | (18.907) | ||||
| Published Shares | 8 | i) | ă | û | |||||||
| Hosphage | 3,154 | (1.154) | |||||||||
| Purchases/ (sales) of own shares | n | ||||||||||
| Stock aption plan | Ð | 36 | û | Û | (13) | 352 | 368 | ||||
| Total transactions with shareholders | û | Đ. | 3.519 | Ö | Ö | õ | ð | (21.510) | (17.991) | (KM) | (18.649) |
| Balance at 31.12.2009 | 50,953 | 11,854 | 37.154 | ï | 0 | 31.945 | (136) | E4.854 | 214.444 | 1019 | 215,463 |
| Balance at 1.1.2010 | 59.953 | 11,864 | 37.154 | ñ | ë | 31.945 | (1,366) | 84,854 | 214.444 | 1.019 | 215.463 |
| Total comprehensive income for the period | |||||||||||
| Profit or loss | û | f) | ft. | đ | Û | Û | 15.050 | 15.090 | (139) | 14.951 | |
| Total other comprehensive income | û | (733) | ß. | O. | $\mathbf{a}$ | 19 | ô | (714) | û | (714) | |
| Total comprehensive income for the period after tioss |
o | (733) | ñ | ø | $\mathbf 0$ | 19 | 15,090 | 14.376 | (133) | 14.237 | |
| Transacions with shareholders, recorded directly in equity | |||||||||||
| Dividenda to equity holders | ü | 0 | Ü | (12.738) | (12.738) | (38E) | (13.125) | ||||
| Published Shares | 114 | Ħ | ñ | û | B | 163 | $\theta$ | 153 | |||
| Разамея | 6 | 3.575 | 877 | (90) | (3.700) | 708 | (39) | 670 | |||
| Purchases / (sales) of own shares | 0 | Û | (858) | Û | Ŷ | (356) | 0 | (858) | |||
| Stock option plan | Ū. | 313 | n | $\theta$ | Û | Ð | 313 | ũ | 313 | ||
| Total inspeed into with shareholders. | 121 | 3.927 | (350) | øl | 877 | (50) | (16.438) | (12.421) | (425) | (12.846) | |
| Balance at 31.12.2010 | 51,953 | 11,985 | 40.348 | 153 | O) | 31.822 | (1.367) | 83.546 | 216,399 | 455 | 216,854 |
for the period 1/1 to 31/12/2010
(In thousands of Euro, unless otherwise stated)
| Share Capital | Share premium reserve |
Reserves | Own shares | Retained eernings / (Accumulated losses) |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance at 1.1, 2009 | 50 953 | 12.208 | 29.151 | $\theta$ | 33 664 | 125.976 |
| Total comprehensive income for the period | ||||||
| Profit or loss | 0 | 0 | $\theta$ | 0 | 3.141 | 3.141 |
| Other comprehensive income | $\mathbf 0$ | $\mathbf{0}$ | $\mathbf{0}$ | ō | $\theta$ | Ō |
| Total comprehensive income for the period after taxes | 0 | 0 | $\theta$ | O | 3.141 | 3.141 |
| Transactions with shareholders, recorded directly in equity |
||||||
| Dividends to equity holders | 0 | 0 | 0 | 0 | (18.343) | (18.343) |
| Published Shares | 0 | 0 | û | 0 | 0 | |
| Reserves | 0 | 0 | 1.257 | O. | (1.257) | |
| Purchases / (sales) of own shares | $\theta$ | Ŭ | 0 | 0 | 0 | |
| SOP Reserve | $\theta$ | 0 | 373 | o | 0 | 373 |
| Total transactions with shareholders. | $\mathbf 0$ | $\mathbf 0$ | 1.630 | $\mathbf{0}$ | (19.600) | (17.970) |
| Belance at 31.12, 2009 | 50.953 | 12.206 | 30.781 | ٥ | 17.205 | 111.146 |
| Balance at 1.1.2010 | 50 953 | 12.208 | 30.781 | ö | 17.205 | 111.145 |
| Total comprehensive income for the period | ||||||
| Profit or loss | 0 | 0 | 0 | 0 | 7.720 | 7.720 |
| Other comprehensive income | $\ddot{0}$ | $\ddot{\text{o}}$ | $\theta$ | 0 | Ũ. | Ö |
| Total comprehensive income for the period after taxes | 0 | 0 | $\theta$ | o | 7.720 | 7.720 |
| Transactions with shareholders, recorded directly in equity |
||||||
| Dividends to equity holders | 0 | 0 | 0 | 0 | (12.738) | (12.738) |
| Published Shares | Û | 114 | 39 | Ũ | 0 | 153 |
| Reserves | 0 | Ū | 91 | 0 | (91) | Ð |
| Purchases / (sales) of own shares | 0 | 0 | Û | (858) | 0 | (858) |
| SOP Reserve | $\theta$ | $\theta$ | 313 | 0 | $\mathbf{0}$ | 313 |
| Total transactions with shareholders | 0 | 114 | 444 | (858) | (12.829) | (13.130) |
| Belance et 31.12, 2010 | 50.953 | 12,322 | 31.224 | (858) | 12.096 | 105.737 |
(In thousands of Euro, unless otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 1/1-31/12/2010 | 1/1-31/12/2009 | 1/1-31/12/2010 | 1/1-31/12/2009 | ||
| Operating Activities | |||||
| Profit before taxes (Continuing Operations) | 27.405 | 50.501 | 7.925 | 6.325 | |
| Profit before taxes (Discontinued Operations) | 805 | 2.778 | 0 | 0 | |
| Adjustments for: | |||||
| Depreciation | 10.736 | 9.418 | 41 | 19 | |
| Provisions | 104 | 641 | 166 | 73 | |
| Foreign exchange differences | (111) | (4) | (200) | $\theta$ | |
| Results (Income, expenses, profit and loss) from investment activity | (978) | (4.631) | (8,753) | (7, 889) | |
| Interest Expense | 6.875 | 6.743 | 8 | ||
| Plus/less adj for changes in working capital related to the operating activities: | |||||
| Decrease / (increase) in inventory | (2.239) | (10.482) | 0 | $\theta$ | |
| Decrease / (increase) in trade and other receivables | (1.511) | (9.278) | (1.169) | (305) | |
| (Decrease) / increase in liabilities (excluding banks) | 4.641 | 8.738 | 390 | (163) | |
| Luss: | |||||
| Interest paid | (7.007) | (6.900) | (8) | (1) | |
| Income taxes paid | (27.064) | (20.384) | (2.788) | (6.332) | |
| Operating inflow / (outflow) from discontinued operations | (40.994) | 71.383 | ū | $\ddot{v}$ | |
| Net cash generated from operations (a) | (29.338) | 98.523 | (4.388) | (8.272) | |
| Investing Activities | |||||
| Purchase of subsidiaries and related companies | (525) | (9.703) | 0 | Ð | |
| Purchase of tangible and intangible fixed assets | (19.126) | (20.174) | (29) | (123) | |
| Proceeds from disposal of tangible and intangible assets | 570 | 8 | $\mathfrak{p}$ | 0 | |
| Interest Received | 1.335 | 2.033 | 454 | 1.156 | |
| Proceeds from the sale of subsidiaries and associates | 0 | Ü | 435 | Ü | |
| Proceeds from dividends | 0 | $\theta$ | 8.500 | 6.000 | |
| Purchase of other investments | $\theta$ | (4.308) | 0 | 0 | |
| Proceeds from the sale of other investments | 6 | 33.310 | ü | 780 | |
| Investing inflow / (outflow) from discontinued operations | 2.183 | 1.224 | 0 | $\theta$ | |
| Total inflow / (outflow) from investing activities (b) | (15.563) | 2390 | 9,363 | 7.814 | |
| Financing Activities | |||||
| Payments for purchase of own shares | (858) | 0 | (858) | $\theta$ | |
| Inflow from share capital increase | Ũ | Ü | 0 | $\ddot{0}$ | |
| Proceeds from issue of shares to employees exercising stock options | 153 | 0 | 153 | Ö | |
| Outflow from share capital increase | (17) | 0 | $\theta$ | $\theta$ | |
| Proceeds from issued loans | 40.399 | 93.730 | 0 | $\theta$ | |
| Repayment of loans | (36.122) | (124.728) | $\theta$ | Ü | |
| Repayment of leasing liabilities | (4.132) | (4.651) | 0 | Ü | |
| Dividends paid | (12.738) | (18.338) | (12.738) | (18.338) | |
| Financing inflow / (outflow) from discontinued operations | 7.250 | (56.975) | Ü | 0 | |
| Total inflow / (outflow) from financing activities (c) | (6.065) | (110.962) | (13.443) | (18.338) | |
| Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) | (50.967) | (10.048) | (8.468) | (18.796) | |
| Cash and cash equivalents at the beginning of the period | 94.140 | 104.218 | 21.547 | 40.343 | |
| Effect of exchange rate fluctuations on cash held | (45) | (30) | $\theta$ | $\theta$ | |
| Closing balance, cash and cash equivalents | 43.129 | 94,140 | 13.079 | 21.547 |
The acompanying notes from page 37 to 88 are an integral part of the Annual Financial Statements
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS SA (hereinafter the Company) was incorporated in 1950 as A. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS SA (Government Gazette, AE and EPE issue 618/13/06/1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary Shareholders' Meeting on 10/03/2000, which was approved by decision K2-3792/25-04-2000 of the Ministry of Development. 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 of the Company is located at 340 Kifissias Avenue, N. Pshychiko 3rd floor. It is registered in the Companies Registry of the Ministry of Development with registration number 13110/06/B/86/01.
The Company is listed in the Athens Stock Exchange since April 1988.
The Company's term, in accordance with its Articles of Association, was originally set for 30 years. In accordance with a decision of the Extraordinary Meeting of the Shareholders on 19/2/1988, 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 the end of current and previous year was at 3.095 and 3.138 respectively while the total number of employees of the Company was 3 and 5 respectively.
The Company's activities are the investment in domestic and foreign companies of all types. The Company also provides general administration fiancial management and information technology services.
The Financial Statements include the Company and its subsidiaries (the Group) as presented below:
| Company | Location | % Holding | Consolidation Method |
|---|---|---|---|
| HOUSEMARKET SA | Athens | 100,00% | Fully consolidated |
| FOURLIS TRADE SA | Athens | 100,00% | Fully consolidated |
| INTERSPORT ATHLETICS SA | Athens | 100,00% | Fully consolidated |
| SERVICE ONE SA * | Athens | 99,94% | Fully consolidated |
| TRADE LOGISTICS SA * | Athens | 100,00% | Fully consolidated |
| RENTIS SA * | Athens | 100,00% | Fully consolidated |
| PRIME TELECOM SA | Athens | 7,92% | Fully consolidated |
| PRIME TELECOM SA* | Athens | 71,03% | Fully consolidated |
| GENCO TRADE SRL | Bucharest, Romania | 100,00% | Fully consolidated |
| GENCO BULGARIA EOOD* | Sofia, Bulgaria | 100,00% | Fully consolidated |
| HOUSE MARKET BULGARIA EAD * | Sofia, Bulgaria | 100,00% | Fully consolidated |
| HM HOUSEMARKET (CYPRUS) LTD * | Nicosia, Cyprus | 100,00% | Fully consolidated |
| INTERSPORT ATLETICS (CYPRUS) LTD* Nicosia, Cyprus | 100,00% | Fully consolidated | |
| WYLDES LTD* | Nicosia, Cyprus | 100,00% | Fully consolidated |
* Companies in which FOURLIS HOLDINGS S.A. has an indirect participation
Also in Consolidated Financial Statements the below mentioned related companies are included.
| Company | Location % Holding |
Consolidation Method | |
|---|---|---|---|
| VYNER LTD* | Nicosia, Cyprus | 50,00% Net equity method |
|
| SPEEDEX SA | Athens | 49,55% Net equity method |
|
| * Companies in which FOURLIS HOLDINGS S.A. has an indirect participation |
On 28/4/2010 FOURLIS HOLDINGS SA transferred the shares of GENCO BULGARIA EOOD to the affiliate INTERSPORT ATHLETICS SA. The above transaction did not record any intercompany gain or loss.
On 30/12/2010 subsidiary EUROELECTRONICS SA, located in Greece in which FOURLIS HOLDINGS SA had an indirect shareholding 78,53% was acquired by the subsidiary PRIME TELECOM SA, located in Greece in which FOURLIS HOLDINGS SA had a direct shareholding 82,91%. After the business combination FOURLIS HOLDINGS SA participates directly by 7,92% and indirectly by 71,03% in the company PRIME TELECOMS SA.
Shareholding ratios for the rest of the subsidiaries have not changed since prior reporting period.
The accompanying Financial Statements consist of the separate financial statements of the parent Company and the consolidated financial statements of the Group and have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The Board of Directors approved the accompanying financial statements for the year ended December 31, 2010 on February 28, 2011. These financial statements are subject to the approval of the General Assembly of the Company's shareholders.
The accompanying separate and consolidated financial statements have been prepared on the historical cost basis, except for owned properties, investment properties and derivative financial instruments that have been measured at fair value, and assuming that the Company and its subsidiaries will continue as a going concern.
All amounts are presented in thousands of Euro, unless otherwise stated and any differentiations in sums are due to rounding.
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Estimates are based on management's previous experience including expectations of future events under normal conditions. The aforementioned judgments, estimates and assumptions are periodically re-assessed in order to be in line with current available data and reflect current risks. When applying the Group's accounting policies, management has made the following judgments, estimates and assumptions that may have a significant impact on the items reported in the financial statements:
Fair Values of owner-occupied properties and investment properties: the Group carries its owner-occupied properties and investment properties at fair values as determined by independent appraising firms. For owner-occupied properties, revaluations are performed periodically (every 3 years), while the fair values of investment properties are assessed on an annual basis. Additional details about the revaluation of the investment properties are included in Note 7. The determination of the fair values of properties requires management to make assumptions with respect to the market rental rates for similar properties, sales comparables, capitalization and yield rates, and expectations on future rental income.
Impairment test of goodwill: goodwill is tested for impairment on an annual basis. Such impairment testing requires judgements to be made with respect to the determination of cash generating units and the allocation of goodwill to such cash generating units. Significant estimates and assumptions are made when determining the recoverable amount and with respect to the expected future cash flows of the cash generating unit, discount and growth rates. Further details are provided in Note 9.
The Financial Statements have been prepared in accordance with the following accounting principles:
The consolidated financial statements comprise of the financial statements of the Company and all subsidiaries controlled by the Company directly or indirectly. Control exists when the parent company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The subsidiaries' financial statements are prepared as of the same reporting date and using the same accounting
policies as the parent company. Intra-group transactions (including investments in related companies), balances and unrealized gains are eliminated. Subsidiaries are fully consolidated from the date that control commences and cease to be consolidated from the date that control is transferred out of the Group. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The financial results of subsidiaries, that are acquired or sold within the year, are included in the consolidated statement of comprehensive income from or up to the date of acquisition or sale, respectively.
Certain of the above-mentioned requirements were applied on a prospective basis. The following differences, however, are carried forward in certain instances from the previous basis of consolidation:
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 the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquire either at fair value or at the proportionate share of the acquiree's identifiable net asset. Acquisition costs are expensed when incurred.
Τhe price paid in excess of the fair value of the net identifiable assets acquired and the liabilities assumed is recorded as goodwill. If the cost of acquisition is less than the fair values of the net identifiable assets acquired, the difference is recorded directly to the income statement.
Goodwill arising from subsidiaries' acquisitions is recorded as an intangible asset. Goodwill is not amortized but at least annually is subject to impairment test. As a result, after initial recognition, goodwill is measured at cost, less any impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each cash generating unit that is expected to benefit from the combination. The impairment test is performed by comparing the recoverable amount of the cash generating unit to its carrying value including the allocated goodwill. The recoverable amount is the higher of the fair value less costs to sell and the value in use. The value in use is determined via a discounted cash flow analysis. Impairment losses relating to goodwill cannot be reversed in future periods.
Gains or losses arising from the disposal of subsidiaries are determined after taking into account the goodwill
allocated to the disposed unit.
In the separate financial statements of the Parent Company, investments in subsidiaries are accounted for at cost, less any impairment in value. Impairment tests are carried out when there are clear indicators of impairment, in accordance with IAS 36 "Impairment of Assets".
Associates are those entities, in which the Group has significant influence but which are neither a subsidiary nor a joint venture of the Group. A percentage holding up to 50% implies significant influence. Such percentage holding indicates that company is an associate. Investments in associates are accounted for using the equity method based on which the investment is carried at cost plus post-acquisition changes in the Group's share of net assets of the associate, less provisions for any impairment in value. Goodwill arising upon the acquisition of associates is included in the value of investment, while any negative goodwill is recorded in the income statement upon acquisition.
The Group's share in the gains or losses of associates after acquisition is recognized in the statement of comprehensive income, while post-acquisition movements in reserves are recognized directly in reserves.
In applying the equity method of accounting, the Group appropriately adjusts the financial statements of those associates who are not applying IFRS so as to comply with IFRS and be uniform with the accounting policies of the Group. Unrealised gains on transactions between the Group and its associates, are eliminated to the extent of the Group's interest in the associates. Unrealised losses are eliminated, unless the transaction provides evidence of impairment of the transferred asset.
When the Group's participation to the associate's losses equals or exceeds its interest in an associate, including any other bad debts, the Group does not recognize further losses, unless it has any liabilities or made payments on behalf of the associate and generally those arising from the ownership status.
In the separate financial statements of the Parent Company, investments in associates are accounted for at cost less any accumulated impairment losses.
The Board of Directors of the Company is the chief operating decision maker and monitors internal financial reporting information in order to evaluate the performance of the Company and the Group and to take decisions about resource allocation.
Management has defined its segments based on these internal reports according to IFRS 8. The operating segments of FOURLIS HOLDINGS S.A. are defined as those business segments where the Group is active and on
which the internal information system of the Group is based.
For the categorization by business segment, the following has been taken into account:
According to the aforementioned, the Group presents information by operating segment as follows:
FOURLIS Group provides to the users of financial statements additional information by geographical segment.
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 in 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 the date of the transaction. Foreign exchange differences arising on translation of monetary assets and liabilities denominated in foreign currencies at the reporting date are recognized in the statement of comprehensive income.
Foreign exchange differences on non-monetary items carried at fair value are considered as part of the fair value of those items and are recorded together with the fair value adjustments.
Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using the functional currency. 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:
Equity is translated at historic rates.
Income and expenses are translated using the average foreign exchange rate of the period and on an annual base according to the average foreign exchange rate of the last twelve months.
Goodwill and adjustments to fair values upon an acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are translated at the closing rate of the date of the Statement of Financial Position.
Property, plant and equipment are measured, by category, as follows:
Significant additions and improvements are recognised as part of the cost of the asset when the recognition criteria are met. All other costs (repairs and maintenance) are recognised in the statement of comprehensive income as an expense as incurred.
The fair value of land and buildings is determined by independent appraising firms on a regular basis and whenever there are indications that their fair value has changed. If the estimation of new fair value differs from the existing one, the new fair value is reflected in the financial statements by proportionately adjusting the gross value and accumulated depreciation at the date of the revaluation so that the carrying amount equals the revalued amount. Any increase in the value of land and buildings that arises as a result of the revaluation, is recognised as a reserve in equity, unless it reverses a revaluation decrease of the same asset previously recognised in the income statement. In such cases an equivalent amount of the revaluation is taken to income.
Decreases that arise as a result of a revaluation are first offset against an earlier valuation increase in respect of the same fixed asset and thereafter charged to the income statement
Upon disposal of an item of property, plant and equipment, the difference between the consideration received and the carrying value is recorded as a gain or loss in the statement of comprehensive income.
Depreciation is calculated on a straight-line basis over the estimated useful economic life of the assets.
Useful lives are reviewed on an annual basis.
The estimated useful lives of the Group's property plant and equipment, except of the land that is not depreciated, are as follows:
| Category | Useful life |
|---|---|
| Buildings - Building installations (owned premises) |
12 - 40 years |
| Buildings on third party land | 12 – 25 years |
| Machinery and equipment | 9 years |
| Motor vehicles | 6 - 9 years |
| Miscellaneous equipment | 4 - 10 years |
Owner-occupied buildings or buildings whose use has not yet been determined and which are under construction, are recorded at cost less any impairment losses. This cost includes professional compensations and borrowing costs. The depreciation of those owner-occupied buildings begins from the time the buildings are ready for use.
Investment property is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value, which is evaluated annually. The carrying value of investment property reflects the market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment property fair value are recognized in the Statement of comprehensive income.
The intangible assets of the Group (excluding goodwill) are depreciated over their useful life.
Trademarks and licenses are valued at cost less amortization. Amortization is charged to the statement of comprehensive income 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. Amortization is charged on a straight - line basis over the estimated useful lives which have been determined to range from 5 to 7 years.
Expenditure on development and maintenance of software is expensed as incurred.
Expenditure of development activities for the production of new or substantially improved software (in-house developments), is recognised as intangible assets when the following criteria are met: a) when a specific asset is created, b) when it can be demonstrated that the intangible asset will generate probable future
economic benefits and c) when the expenditures of development can be measured reliably. Such expenditures include also labour costs and an appropriate proportion of overheads. Costs incurred for performing software upgrades, are capitalised and the new gross value forms the depreciable amount.
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 recoverable 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 carrying 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. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exists of have decreased. If such indication exists, the Group estimates the asset's recoverable amount. When in a subsequent period, the impairment loss should be reversed; the carrying value of the asset is increased to the level of the revised estimation of recoverable amount. The new net book value should not exceed the net book value that would have been determined if the impairment losses had not been accounted in previous periods. The reversal of an impairment loss is recorded 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 at initial recognition in the following categories based on the substance of the agreement and the purpose for which they were acquired.
Such financial assets represents assets, which satisfy any of the following conditions:
Financial assets at fair value through profit and loss are carried in the statement of financial position at fair value with changes in fair value recognised in the statement of comprehensive income.
Loans and receivables are non-derivative financial instruments with fixed or determinable payments that are not quoted in active market. This category does not include:
Loans and receivables are included in current liabilities / assets, except those whose maturity extends beyond 12 months after the reporting date and which are classified as non-current liabilities / assets. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment. Gains and losses are recognized in income when the loans and receivables are derecognized or impaired, as well as through the amortization process.
Non-derivative financial items with fixed or determinable payments and fixed maturities are classified as held-tomaturity when the Group has the intent and ability to hold to term to maturity. After initial measurement, held-tomaturity investments are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognized in income when the loans and receivables are derecognized or impaired, as well as through the amortization process.
Available for sale financial assets which are classified under this category or which cannot be classified under any of the three preceding categories. Financial assets available for sales are valued at fair value and the unrealised gains or losses are recognised as other comprehensive income in a reserve under equity until the item is sold or impaired. At the date of sale or impairment, the gains or losses are transferred to the statement of comprehensive income. Impairment losses on equity investments are not reversed through the statement of comprehensive income.
Purchases and sales of investments are recognized on trade date, which is the date that the Group commits to purchase or sell the item. Investments are initially recorded at fair value plus, in the case of investments not at fair value through profit and loss, directly attributable transactions costs. Investments are derecognised when the right to the cash flows of the investment expire or are transferred and the Group has substantially transferred all the risks and rewards related to the ownership of the investment.
The fair values of financial assets, which are traded on active markets, are determined by reference to quoted prices. The fair value of financial assets not traded on active markets is determined by using valuation techniques such as use of recent arms length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis Equity instruments not traded on an active market and classified as available for sale financial assets and whose fair value cannot be reliably estimated are valued at cost.
The Group assesses at each reporting date whether a financial asset or group of financial assets is impaired
If there is objective evidence that an impairment loss on loans and receivables carried at amortized cost has incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognized in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the income statement, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date.
For equity instruments classified as available for sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below cost. Where there is evidence of impairment, the cumulative loss – measured at the difference between the acquisition cost and the current fair value – is removed from other comprehensive income and recognized in the income statement. Impairment losses on equity investments are not reversed through the income statement. In the case of debt instruments classified as available for sale, impairment losses are reversed through the income statements if an increase in the fair value of the debt instrument can be objectively related to an event occurring after the impairment loss was recognized in the income statement.
Inventory is valued at the lower of cost or net realizable value. Cost is determined by 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.
Trade receivables are recognised initially at fair value and they are subsequently valuated at the amortised cost by using the effective interest rate method, less provision for impairment.
When there is evidence of impairment of receivables, the carrying value is reduced to its recoverable amount, which is the present value of expected future cash flows discounted at the initial effective interest rate. Then, the interest is calculated at the same rate on the impaired (new book) value.
Cash and cash equivalents include cash at banks and on hand, as well as short term (up to 3 months) investments of high liquidation and low risk.
Non-current assets held for sale are valued at the lower of carrying value and fair value less costs to sell.
Any subsequent increase in fair value is recorded in the statement of comprehensive income, but the amount recognised may not exceed the initial impairment loss. From the date that an asset is classified as held for sale, depreciation stops being recorded on that asset.
Non-current assets are classified as held 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 as a result of 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 incurred for increases in share capital which are related to business combinations, 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 cancelled. 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. After initial recognition, they are subsequently measured at amortized cost using the effective interest rate method.
Interest and related expenses on loans taken for purchase or construction of fixed assets are capitalized. Capitalisation of borrowing costs ceases when the asset is ready for its intended use. In case of borrowing specifically for the purpose of constructing or acquiring an asset, the borrowing costs related to the loan agreement are directly capitalised. Otherwise, in order to determine the part of the loan related with that fixed asset, a method is implemented to determine the proportion of the capitalized interest and the proportion of the interest which will be recorded to the statement of comprehensive income as an expense. Revenues, occurred as a result of investing part of a loan taken for construction of a fixed asset, reduce the amount of borrowing costs capitalised.
The Group uses derivative financial instruments to mitigate the risk arising from fluctuations in interest rates. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value. Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are taken directly to the income statement.
The effective part of hedges that qualify for hedge accounting is recognized directly to equity if it is related to cash flow hedges while the ineffective part is charged to the consolidated income statement, while the noneffective part is recognized in the statement of comprehensive income. If the hedge is related to effective fair value hedges, the gain or loss from remeasuring the derivative hedging instrument at fair value is recognized in profit or loss and the gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is also recognized in profit or loss.
Under cash flow hedge accounting, when the hedged firm commitment results in the recognition of non-financial asset or a non-financial liability, then, at the time the asset or liability is recognized the associated gains or losses that had previously been recognized in equity are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. For all other cash flow hedges, the gains or losses that are recognized in equity are transferred to the income statement in the same year in which the hedged firm commitment affects the net profit and loss.
Taxes recorded in the statement of comprehensive income include both current and deferred taxes.
Current income tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised directly in equity. In this case it is recognised, in a similar way, directly in equity.
Current income taxes include the current liabilities and / or assets, to or from the tax authorities, relating to the taxes payable on the taxable income of the period. Current taxes are increased by any income taxes related to provisions for tax differences or additional taxes which are imposed by the tax authorities upon audit of the unaudited tax years.
Deferred tax assets and liabilities are measured at the tax rates which are expected to apply in the year where the asset or liability will be settled, taking into account the tax rates (and tax laws) that have been enacted or are virtually applicable at the reporting date.
Deferred taxes arise on temporary differences between the recognition of assets and liabilities for tax purposes and those for the purposes of preparation of the financial statements and are calculated by using tax rates which will be in effect during the period / year that the respective assets are expected to be recovered and the respective liabilities are expected to be settled.
Deferred tax is calculated using the liability method on all taxable temporary differences at the reporting date, between the tax basis and book value of assets and liabilities.
The expected tax effects of temporary tax differences are recognized either as deferred tax liabilities or as deferred tax assets. In case of an inability to accurately measure temporary tax differences, the initial recognition is made based on estimation of the reversal time and such estimation is reviewed each year.
Deferred tax assets are recognized for deductible temporary differences and unused tax losses, to the extent that it is probable that sufficient future taxable income will be available against which the unused tax losses and tax credits can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is unlikely that sufficient taxable income will be generated in order to recover the deferred tax asset.
The Group sets off deferred tax assets and deferred tax liabilities only if:
As a result deferred tax assets and liabilities are presented on a net basis in the separate financial statements of the Company while such items are presented separately in the consolidated accounts of the Group.
Employee benefits are:
Short term benefits to employees in money or in kind are recorded as an expense as they accrue.
According to the regulations of Law 2112/20, the Greek subsidiaries of the Group pay retirement compensation to their employees. Such compensation varies in relation to the employees' years of service and salary payable at the time of retirement and is accounted for as a defined benefit plan. Post-retirement obligations are calculated at the present value of future employee benefits accrued as at the end of the reporting period, based on the benefits to be earned over their expected labor life. The above mentioned obligations are calculated based on actuarial valuation methods and are determined using the Projected Unit Method. Net costs of the period are included in the attached income statement and consist of the present value of the employee benefits that were accrued during the current year, the interest derived from the employee benefit obligation and the actuarial gains and losses which are recognised in full in the period in which they occur. The discount factor used in the calculation of the present value is the interest of high quality corporate bonds.
The employees of the Greek subsidiaries 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 the insurance program, while the remaining cost is covered by the Group. Upon retirement, the pension fund is 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. This program is considered and accounted for as a defined contribution plan whereby the accrued social security contributions are recorded as an expense in the financial period in which they are incurred.
Every full time employee of the Group belonging to the management team, according to the internal company policy, is covered by a private insurance pension and other benefits program. The Group covers, the contract defined fees, while the financial management of the program is performed by the insurance company. This program is considered and accounted for as a defined contribution plan whereby the accrued cost of the insurance fees is recorded as expense in the period in which they are incurred.
On June 30th 2008 the General Assembly of Shareholders approved the adoption of a Stock Option Plan for its executives and the executives of its subsidiaries and affiliated companies, according to paragraph 5 of Article 42e of Law 2190/1920.
With that decision, the General Assembly of Shareholders of FOURLIS HOLDING S.A. intends to attract, retain
and incentivise the executives of the Company and the executives of its subsidiaries and affiliated companies, as through the Stock Options plan, the participants have a direct equity interest in the Company which link their performance to the Company's future performance and the increase of shareholder value. This program regards equity shares transactions.
A basic condition for participation in the Stock Options plan is the salaried working relationship of executives with the Company or its subsidiaries and affiliates.The cost of equity settled transactions is measured by reference to the fair values at the date in which they are granted and is recognized as an expense over the period in which conditions are fulfilled with a corresponding increase in equity.
The calculation of the fair value of stock options is based on the widely accepted method of Black - Scholes. This method takes into account the following variables: - strike price at grant date, exercise price, the grant date, maturity dates of rights, the Expected Stock Volatility (Volatility), the Dividend Yield, the Risk Free Rate.
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an asset, it is recognized as deferred income and amortized over the expected useful life of the related asset. Such amortization is presented in other income.
Provisions are recognised when the Group has a present legal, contractual or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at each reporting date and adjusted to reflect the present value of the expense expected to be required to settle the liability.
Contingent liabilities and assets are not recognised in the financial statements but are disclosed unless there is a probability of financial outflow or inflow.
Revenue is measured at the fair value of sales of goods and provision of services, net of Value Added Tax, discounts and returns. Inter-company revenues are eliminated.
The recognition of revenue is accounted for as follows:
• Sales of goods: Sales of goods are recognized when the Group invoices and delivers the goods to the customers and the goods are accepted by them. Retail sales are through cash payments or through credit cards. In these cases the income recorded is the amount received by the customer. Costs and fees of credit cards are recognized as cost of sales.In the case of guarantees for returned retail sales value, the returns are
recorded as incurred.
Expenses are recognized in the statement of comprehensive income as accrued.
Leases in which all the risks and benefits of the property remain with the lessor, are recorded as finance leases. All the other leasing contracts are recorded as operating leases.
Financial assets and liabilities are not offset in the financial statements unless there is a legal right of set-off and intention for settlement of the net amount or settlement of the asset and liability simultaneously.
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized where:
(1) the rights to receive cash flows from the asset have expired,
(2) the Group or the Company has transferred its right to receive cash flows form the asset or has assumed an obligation to pay them in full without material delay under a "pass-through" arrangement and either (a) has transferred substantially all the risks and rewards of the assets, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Groups´ continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
The basic and diluted earnings per share are calculated by dividing net profits after taxes with the weighted average number of shares of each period/year.
The weighted average number of shares arises by summing the outstanding shares into which the share capital is divided and the rights that can be contingently exercised and are owned by the company.
Certain reclassifications have been made to prior year balances to conform to current year classifications. Such reclassifications did not have any effect on prior period results. The aforementioned reclassifications are related with advances for future inflows (secure receivables).
The separate and consolidated financial statements have been prepared using accounting policies cosistent with
those of the previous year except for the adoption of the following amended standards and interpretations which became effective for the accounting period beginning January 1, 2010 none of which had an impact in the financial statements of the Group and the Company:
The interpretation is effective for annual periods beginning on or after 1 July 2010. This interpretation addresses the accounting treatment when there is a renegotiation between the entity and the creditor regarding the terms of a financial liability and the creditor agrees to accept the entity's equity instruments to settle the financial liability fully or partially. IFRIC 19 clarifies such equity instruments are "consideration paid" in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognised and the equity instruments issued are treated as consideration paid to extinguish that financial liability. The Group does not expect that the amendment will have impact on its financial statements.
The amendment is effective for annual periods beginning on or after 1 January 2011. The purpose of this amendment was to permit entities to recognise as an asset some voluntary prepayments for minimum funding contributions. Earlier application is permitted and must be applied retrospectively. The Group does not expect that the amendment will have impact on its financial statements.
• IFRS 9 Financial Instruments – Phase 1 financial assets, classification and measurement
The new standard is effective for annual periods beginning on or after 1 January 2013. Phase 1 of this new IFRS introduces new requirements for classifying and measuring financial assets. Early adoption is permitted. This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of the new standard on its financial statements.
The amendment is effective for annual periods beginning on or after 1 February 2010. This amendment relates to the rights issues offered for a fixed amount of foreign currency which were treated as derivative liabilities by the existing standard. The amendment states that if certain criteria are met, these should be classified as equity regardless of the currency in which the exercise price is denominated. The amendment is to be applied retrospectively. The Group does not expect that this amendment will have an impact on its financial statements.
The revision is effective for annual periods beginning on or after 1 January 2011.This revision relates to the judgment which is required so as to assess whether a government and entities known to the reporting entity to be under the control of that government are considered a single customer. In assessing this, the reporting entity shall consider the extent of economic integration between those entities. Early application is permitted
and adoption shall be applied retrospectively. The Group does not expect that this amendment will have an impact on its financial statements.
IAS 34 Interim Financial Reporting, effective for annual periods beginning on or after 1 January 2011. This improvement provides guidance to illustrate how to apply disclosure principles in IAS 34 and add disclosure requirements.
IFRIC 13 Customer Loyalty Programmes, effective for annual periods beginning on or after 1 January 2011. This improvement clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken into account.
The amendment is effective for annual periods beginning on or after 1 January 2012. This amendment concerns the determination of deferred tax on investment property measured at fair value and also incorporates SIC-21 Income Taxes — Recovery of Revalued Non-Depreciable Assets into IAS 12 for nondepreciable assets measured using the revaluation model in IAS 16. The aim of this amendment is to include a) a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale and b) a requirement that deferred tax on non-depreciable assets, measured using the revaluation model in IAS 16, should always be measured on a sale basis. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group.
The Group is exposed to financial risks such as foreign exchange risk, credit risk, interest rate risk and liquidity risk. Risk management is handled by the central portfolio management department, which operates according to specific rules set by the Board of Directors. The central portfolio management department identifies and hedges financial risks in cooperation with the departments that is exposed to these risks. The Board of Directors provides written instructions and guidance on general risk management as well as specific guidance for managing specific types of risks such as foreign exchange risk, interest rate risk, liquidity risk and credit risk.
The Group is active on following operating segments:
• Retail Trading of Home Furniture and Households Goods (IKEA stores).
Therefore the main financial interest is concentrated on the business classification of the Group's activities, where the various economic environments constitute different risks and rewards.
The Group's activities comprise mainly one geographical area, that of the wider European region, primarily in Greece along with countries of Southeastern Europe (Romania, Bulgaria and Cyprus).
The Group's sales revenue in 2010 were derived by 85% from the activity in Greece (83% in 2009) and 15% from the other countries of Southeastern Europe (17% in 2009).
Historically, the consumers' demand for the Group products increases during the last four months of the year.
There are no changes in segments or in the policies determining segments compared to the previous year. There is a change in the presentation of the intra-segment Group transactions compares to last fiscal year since in a separate column "Consolidation Entries" these transactions appear.
Group results by operating segment for the year 2010 are analysed below:
| Furniture and Household Goods |
Sporting Goods |
Electrical – Electronic Equipment |
FOURLIS HOLDINGS |
Consoli dation Entries |
Total Continu ing Opera tions |
Disconti nued opera tions |
Consolida tion Entries |
Total Disconti nued operations |
Total Group |
|---|---|---|---|---|---|---|---|---|---|
| 1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
1/1- 31/12/2010 |
Group results by operating segment for the year 2009 are analysed below:
| Furniture and Household Goods |
Sporting Goods |
Electrical – Electronic Equipment |
FOURLIS HOLDINGS |
Consoli dation Entries |
Total Continu ing Opera tions |
Disconti nued opera tions |
Consolida tion Entries |
Total Disconti nued operations |
Total Group |
|---|---|---|---|---|---|---|---|---|---|
| 1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
1/1- 31/12/2009 |
The discontinued operations are only related to the Wholesale Trading of Electrical and Electronic Equipment
segment as it is explained in Note 28.
The breakdown structure of Assets and Liabilities for the period ended 31/12/2010 and 31/12/2009 are as below:
| Furniture and Household Goods |
Sporting Goods | Electrical – Electronic Equipment |
HOLDINGS | FOURLIS | Consolidation Entries |
Total Group | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/10 | 31/12/09 | 31/12/10 31/12/09 | 31/12/10 31/12/09 | 31/12/10 | 31/12/09 | 31/12/10 | 31/12/09 | 31/12/10 | 31/12/09 | |
The geographic breakdown of Assets, Liabilities, Revenue and Property Acquisition per geographical area are as follows:
| 1/1-31/12/2010 | 1/1-31/12/2009 | |||||
|---|---|---|---|---|---|---|
| Greece | Other Southeastern Europe Countries |
Total | Greece | Other Southeastern Europe Countries |
Total | |
(a) The main categories of expenses are analysed below:
| Group | Company | ||
|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 |
Various expenses include mainly advertising and travelling expenses during the reporting period.
Payroll expenses are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
During the year ended December 31, 2010 the amount of defined benefit contributions under the private insurance programme that was recorded as an expense by the parent company totalled € 144,9 thousand (2009: €365 thousand) while the respective amount recorded as an expense by the Group amounted to € 700,7 thousand (2009: €1.565 thousand).
The expenses are presented in the financial statements as follows:
| Group | Company | ||
|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Co-advertisement income | 7.345 | 14.669 | o | $\circ$ |
| Recycling income | 1.518 | 1.706 | O | $\Omega$ |
| Subsidies Law 3299/04 | 437 | $\circ$ | o | $\circ$ |
| Management Fees | $\circ$ | (1) | 992 | 1.002 |
| Revenue from non-used provisions | 1.508 | 1.657 | 10 | 9 |
| Proceeds from Sale of Investments | $\mathbf 0$ | 733 | $\circ$ | 733 |
| Fixed Assets Gain | 1 | O | o | $\circ$ |
| Income from provisions SLI | 536 | 107 | ο | $\Omega$ |
| Income from provisions of previous years |
$\,0\,$ | 44 | α | $\Omega$ |
| Other income | 8.034 | 6.088 | 371 | 372 |
| Total | 19.379 | 25.004 | 1.373 | 2.115 |
Other income for the period 2010 includes income from Samsung discontinuation €5,4 million. In 2009 closing gain from the sale of fixed assets € 2.480 thousand is included. Also in 2009 "Proceeds from Sale of Investments" relate to the gain of € 733 thousand arising from the disposal of assets previously classified as held for sale.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| interest - expenses | (5.964) | (7.456) | (6) | $\circ$ |
| Credit Card fees | (561) | (883) | 0 | $\mathfrak o$ |
| Foreign exchange differences (expense) -realized- | (1.602) | (2.032) | 0 | $\theta$ |
| Other bank expenses | (2.785) | (2.026) | (2) | (1) |
| Total finance cost | (10.912) | (12.397) | (8) | (1) |
| Interest and related income | 1.486 | 2.216 | 253 | 1.156 |
| Foreign exchange differences (income) -realized- | 1.866 | 1.120 | 200 | $\theta$ |
| Total finance income | 3.353 | 3.336 | 454 | 1.156 |
| Financial Result | (7.559) | (9.062) | 446 | 1.156 |
(d) The expenses/income from associate companies for the year 2010 of €295 thousand (2009: €358 thousand) refer to the Group's share of losses in the associate company Vyner Ltd which is incorporated in the consolidated financial statements by applying the equity method of accounting. Income from associated companies in the separate financial statements of the parent Company relate to dividend income from subsidiaries during year 2010.
Property, plant and equipment is analyzed as follows:
| CARD AND PROPERTY AND RESIDENTS | |||||||
|---|---|---|---|---|---|---|---|
| Land | Buildings and installations |
Machinery-Installa tions-Miscellaneo us equipment |
Motor vehicles | Furniture and miscellaneous equipment |
Construction in progress |
Total of Property plant and equipment |
|
| Acquisition cost at 31.12.2009 | 65.732 | 150,833 | 3.632 | 4.645 | 28, 175 | 1,371 | 254,389 |
| Accumulated depreciation at 31.12.2009 | ٥ | (44,608) | (1.954) | (1.870) | (12.705) | ٥ | (61.138) |
| Net book value at 31.12.2009 | 65.732 | 106.226 | 1.678 | 2.775 | 15.470 | 1.371 | 193.252 |
| 1.1-31.12.2010 | |||||||
| Additions | 33 | 4.575 | 939 | 313. | 4686 | 6.269 | 16.815 |
| Transfers acquisition cost | 6.056 | 6.072 | (162) | (224) | (145) | (130) | 11.477 |
| Revaluation at fair value | o | o | $\circ$ | $\Box$ | ō | ||
| Depreciation | (5, 626) | (335) | (466) | (3,833) | o | (10.250) | |
| Depreciation Transfers | O. | 134 | 73 | 201 | 125 | ο | 533 |
| Restated Depreciation | o | o | $\mathbf 0$ | o | (3) | o | (3) |
| Acquisition cost at 31.12.2010 | 71.832 | 151,495 | 4 4 2 3 | 4.744 | 32.743 | 7,510 | 282.748 |
| Accumulated depreciation at 31.12.2010 | ٥ | (50.116) | (2, 230) | (2.145) | (16.438) | ٥ | (70.929) |
| Net book value at 31.12.2010 | 71.832 | 111,381 | 2.193 | 2,599 | 16.306 | 7,510 | 211,819 |
A revaluation process of the Group's properties was performed by independent appraisers in 2008 and accordingly a revaluation surplus was recorded in relation to the properties (land and buildings) of two subsidiaries (a foreign and a domestic one). The appraisal exercise was performed by SAVVILS HELLAS following the valuation standards prescribed by the Royal Institute of Chartered Surveyors. The revaluation resulted to a revaluation surplus in land of € 3.113 thousand which was decreased by the related deferred tax effect of € 491 thousand. The revaluation surplus, net of related deferred tax, for Buildings amounted to €116 thousand. The total revaluation surplus credited to the Fixed Assets revaluation reserve amounted to € 2.738 thousand. The assets of the group are free of mortgages and pre-notations.
The main changes within the Year for the Group's Fixed Assets relate to the following:
At the end of 2010 a company of the Group has not yet completed the construction project by the amount of € 17,6 million.
During the period 2010 part of the investment property amount €11.605 thousand was reclassified as main activity, so as to support the extended needs of the retail segment of the Group.
On June 3rd 2010 the Group announced the Breaking-Ground ceremony of IKEA Store in Sofia Bulgaria. The Greek investment through the franchise of the Swedish brand name is considered as one of the biggest in the neighbor country for the next two years and it will reach 50 million euro approximately. The store is expected to
open until the end of 2011 following the completeness of the construction period. The 30.000 sqm store will be the biggest IKEA store of Fourlis Group and it is expected to attract more than 1,6 million visits during the first full year of operation.
The Group's property plant and equipment also includes property plant and equipment of a subsidiary held under a finance lease and which analyzed as follows:
| GROUP | ||||
|---|---|---|---|---|
| Land | Buildings and installations |
Fumiture and miscellaneous oquipmont |
Leasing | |
| Acquisition cost at 31.12.2009 | 37.990 | 36.792 | 1.980 | 76,762 |
| Accumulated depreciation at 31.12.2009 | (21.421) | 1.980) | (23.401) | |
| Net book value at 31.12.2009 | 37.990 | 15.371 | $\sigma$ | 53.361 |
| $1.1 - 31.12.2010$ | ||||
| Additions | ٥ | o | ||
| Transfers acquisition cost. | $\circ$ | o | ||
| Revaluation at fair value | $\circ$ | ο | ||
| Depreciation | (479) | $\circ$ | (479) | |
| Restated Depreciation | $\circ$ | |||
| Depreciation Transfers | ||||
| Acquisition cost at 31.12.2010 | 37.990 | 36.792 | 1.980 | 76.762 |
| Accumulated depreciation at 31.12.2010 | (21.900) | (1.980) | (23.880) | |
| Net book value at 31,12,2010 | 37.990 | 14.892 | o | 52,882 |
The average interest rate of the financial lease was 3,19% for 2010 (2009: 2,5%)
The amount of €8.782 thousand corresponds to a subsidiary's plant and premises, where the subsidiary has the real estate investments (2009: €20.387 thousand).
A revaluation process of the Group's investment properties was performed by independent appraisers in 2010 and no changes in fair value was recognised. The appraisal exercise was performed by SAVVILS HELLAS in accordance with the income approach (discounted cash flows analysis) and following the revaluation standards prescribed by the Royal Institute of Chartered Surveyors. The parameters used during the estimation are as follows:
Intangible assets are analyzed as follows:
| CONSIGNATION GROUP |
||||||||
|---|---|---|---|---|---|---|---|---|
| Royalties | Construction Cost | Software | Miscellaneous | Goodwill | Total | |||
| Cost 31.12.2009 | 8.872 | o | 5,380 | 244 | 2.621 | 17.118 | ||
| Accumulated depreciations 31.12.2009 | (1.728) | 0 | (2.765) | (47) | 0 | (4.540) | ||
| Net book value at 31,12,2009 | 7.144 | o | 2.615 | 197 | 2.621 | 12.578 | ||
| $1.1 - 31.12.2010$ | ||||||||
| Additions | ā | $\bf{0}$ | 1,112 | 0 | 0 | 1.112 | ||
| Transfers acquisition cost | Ð | (3) | (I) | o | (4) | |||
| Revaluation at fair value | Ð | O. | 0 | 0 | $\mathcal{Q}$ | |||
| Depreciation | (276) | 0 | (639) | (65) | $\theta$ | (980) | ||
| Restated Depreciation | $\theta$ | ō | ū | o | O | |||
| Decreases - Transfers | 40 | Ü | o | 40 | ||||
| Cost 31.12.2010 | 8.872 | 6.488 | 243 | 2.621 | 18.225 | |||
| Accumulated depreciations 31.12.2010 | (2.004) | 0 | (3,404) | (112) | o | (5.519) | ||
| Net book value at 31,12,2010 | 6.868 | $\mathbf 0$ | 3.084 | 131 | 2.621 | 12.705 |
Royalties include the Royalty for the use of 'IKEA' brand name.
Goodwill was derived on 30/6/2004 on acquisition of an additional 43.36% of the company FOURLIS TRADE SA. After the acquisition the company became a 100% subsidiary of FOURLIS HOLDINGS S.A. During 2010 an impairment test on goodwill was performed which resulted that no impairment loss should be recognized.
Investments are as analyzes as follows:
| Company | ||||||
|---|---|---|---|---|---|---|
| Subsidiaries | COUNTRY | % shareholding |
31/12/2010 | 31/12/2009 | ||
| GENCO TRADE SRL | Romania | 100% | 2.484 | 2.484 | ||
| GENCO BULGARIA LTD | Bulgaria | 100% | - | 435 | ||
| PRIME TELECOM SA | Greece | 7.92% | 285 | 285 | ||
| HOUSEMARKET SA | Greece | 100% | 23.740 | 23.740 | ||
| FOURLIS TRADE SA | Greece | 100% | 53.839 | 53.839 | ||
| INTERSPORT ATHLETICS SA | Greece | 100% | 7.376 | 7.376 | ||
| Associate | ||||||
| SPEEDEX SA | Greece | 49.55% | - | - | ||
| Investment | ||||||
| ATC SA | Greece | 10 % | 95 | 95 | ||
| STOCK OPTION | 574 | 316 | ||||
| TOTAL | 88.394 | 88.570 |
During 2010 an impairment test of the investment proceeded to perform in FOURLIS TRADE SA and GENCO TRADE SRL which did not recognized any impairement loss.
The associated companies SPEEDEX SA and VYNER LTD, a subsidiary company of WYLDES LTD (100% subsidiary of HOUSEMARKET SA) have been included in the consolidated financial statements of the Group through the
application of the equity method of accounting. WYLDES LTD has a 50% participation stake in VYNER LTD. After applying the equity method a loss of € 295 thousand was recognised in the consolidated statement of comprehensive income under "Expenses/income from associate companies" with a corresponding decrease in the carrying value of the investments in associates.
The Summary financial information of the Associated Companies is as follows:
| Company SPEEDEX SA |
Country of establishment |
Total Assets |
Total Liabilities |
Income | Profits (Losses) |
Shareholding |
|---|---|---|---|---|---|---|
| 2010 | Greece | 16.258 | 20.182 | 32.986 | (220) | 49,553% |
| 2009 | Greece | 16.741 | 20.444 | 33.165 | (486) | 49,553% |
Τα οικονοµικά στοιχεία της VYNER LTD έχουν ως εξής:
| Company VYNER LTD |
Country of establishment |
Total Assets |
Total Liabilities |
Income | Profits (Losses) |
Shareholding |
|---|---|---|---|---|---|---|
| 2010 | Cyprus | 19.853 | 95 | - | (590) | 50,00% |
| 2009 | Cyprus | 19.427 | 130 | - | (499) | 50,00% |
In relation to the associate company SPEEDEX SA, according to IAS 28, if the Group's share in the associate's losses exceed the carrying value of the investment, the investor does not recognize a further loss. Such unrecognised losses amount to € 1.846 thousand.
Investments in the accompanying consolidated financial statements relate to a 10% participation stake in ATC SA 10%, a 50% in VYNER LTD and a 49.553% in SPEEDEX SA.
Inventory is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Inventory | 77.674 | 95.834 | $\theta$ | |
| Advances for purchases of merchandise | 9,897 | 9.785 | $\theta$ | |
| Total | 87.571 | 105,619 |
Inventories by operating segment are analyzed as follows:
| Furniture and Household Goods | Sporting Goods | Electrical – Electronic Equipment | ||||
|---|---|---|---|---|---|---|
| 31/12/2009 | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | ||
The inventory cost of the Group which was recorded as an expense under cost of goods sold was € 405.658 thousand (2009: € 516.587 thousand). The inventory value that was written off within the financial year was € 48 thousand (2009: € 1.788 thousand). An impairment provision for idle and slow moving inventory has been recognised and amounts to € 1.666 thousand (2009: € 427 thousand).
Trade receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Trade receivables | 79.502 | 98.958 | 753 | 449 |
| Cheques receivables | 11.339 | 15.751 | 0 | $\mathbf{0}$ |
| Bad Debt Provisions | 7.101 | (6.190) | n | $\overline{0}$ |
| Total | 83.740 | 108.519 | 753 | 449 |
Trade Receivables in 2010 include a customer balance of amount € 26.384 thousand (2009: 30.038 thousand) which is greater than the 10% of the total Trade Receivables balance.
The movement of the allowance for impaired receivables for 2010 and 2009 is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Opening Balance | (6.190) | (4.361) | 0 | |
| Write off | 0 | 68 | 0 | 0 |
| Provision | (910) | (1.897) | o | |
| Closing Balance | (7.101) | (6.190) | о | o |
As at December 31, 2010 and 2009 the ageing of trade receivables is analyzed as follows:
| Total | Not due and not impaired trade receivables |
Overdue but not impaired trade receivables |
|
|---|---|---|---|
| 2010 | 83.740 | 90.142 | 1.361 |
| 2009 | 108,519 | 101.317 |
Other receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Debited VAT | 6.838 | and the company's company 7.158 |
0 | |
| Other debtors | 31.099 | 14,591 | 551 | 110 |
| Total | 37.937 | 21.749 | 551 | 110 |
Other Receivables for the period 2010 include amount €16 million given by Group's subsidiaries as an advance for purchase and construction of premises.
Cash represents the Group's and the Company's cash in hand as well as bank deposits available on demand and is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Cash in hand | 1.597 ------- |
757 | $\overline{2}$ | |
| Bank Deposits | 41.532 | 93.383 | 13.075 | 21.545 |
| Total | 43.129 | 94.140 | 13.079 | 21.547 |
As at 31 December 2010 and 2009, the share capital amounted to Euro 50.952.920 thousand, divided in 50.952.920 shares of a par value of Euro 1 (one) each.
The movement of the reserves is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Statutory Reserves | 16.501 | 12.791 | 1205022010 6.686 |
6 5 9 6 |
| Revaluation Reserves | 31.822 | 30.945 | $\overset{}{0}$ | 0 |
| Foreign exchange diff. from Statement of Financial Position transl. reserves |
(1.397) | (1.366) | 0 | o |
| Extraordinary Reserves | 39 | 145 | 39 | $\mathfrak{g}$ |
| SOP Reserve | 703 | 380 | 703 | 390 |
| Tax free reserves | 24.373 | 24.373 | 23.795 | 23.795 |
| Purchase of own shares | (858) | 0 | (858) | $\circ$ |
| IRS Reserve | (1.269) | (535) | 0 | o |
| Total | 69.915 | 66.733 | 30.366 | 30.781 |
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 € 24.373 th (2009: € 24.373 th), which was 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 foreign exchange differences arising from the retranslation of the financial statements of Subsidiaries which have a different functional currency from the Group.
Hedging reserve: The hedging reserve of € 1269 thousand (€ 535 thousand) comprises of the effective portion of the cumulative net change in the fair value of cash flow hedging instruments.
In accordance with the 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 2010 dividend income of € 9.913 thousand was recognised in the separate financial statements of the parent and relate to approved dividends distributed by its subsidiaries (2009: € 7.696 thousand).
The General Assembly Meeting of 11/6/2010 approved the dividend distribution of € 0,2500 per share (2009: €0,3600 per share).
The Board of Directors of Fourlis Holdings S.A will propose to the Shareholders General Assembly, not to distribute any dividend.
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 at 31 December 2010. The basic assumptions of the actuarial study are the following:
| Assumption 2010 | Assumption 2009 | |
|---|---|---|
| Average annual salary increase | 2,0% | 5,5% |
| Discount interest rate | 5,0% | 5,0% |
| Retirement age: males | 65 years | 65 years |
| Retirement age: females | 60 years | 60 years |
|---|---|---|
| Average expected remaining years of service | 29 years | 29 years |
The expense derived from the compensation to employees due to retirement, that was recorded in the Statement of Comprehensive Income of the financial year 2010 is analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Current cost of Service | 180 | 267 | 3 | 0 |
| Financial Cost | 85 | 138 | $\ddot{\rm e}$ | |
| Relevant losses | (664) | 101 | (15) | (1) |
| Total | (400) | 505 | (10) | 5 |
| Additions payments | $\mathfrak{d}$ | o | 0 | 0 |
| Expense derived from the compensation to employees due to retirement |
(400) | 505 | (10) | 5 |
| Balance of liability at the beginning | 2.254 | 1.856 | 29 | 24 |
| Expense derived from the compensation to employees due to retirement |
(400) | 505 | (10) | 5 |
| Transfer of not used provisions as income | (535) | (107) | $^{\circ}$ | o |
| Balance at the end | 1.319 | 2.254 | 19 | 29 |
On 26/8/2008 the Board of Directors granted 223.843 Stock Options which are the first of three in the concession lines, of Stock Option Plan approved by the General Assembly (repeated) of June 30, 2008. The above series matures in three years with the following vesting dates:
| Vesting 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 Vesting Date is defined as below:
| Vesting 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 | 26/8/2008 |
| Vesting Period (Months) | 4.17, 16.17, 28.17 |
| Volatility | 16% |
| Dividend Yield | 2% |
|---|---|
| Risk Free Rate | 4,48% |
On 31/12/2009 certain number of participants waved the right to exercise of 101.418 options granted by the Board of Directors on 26/8/2008.
On 23/2/2009 the Board of Directors granted 204.000 Stock Options which are the second of three in the tranches. The above series matures in three years with the following vesting dates:
| Vesting Date | No of Options |
|---|---|
| 31/12/2009 | 51.000 |
| 31/12/2010 | 51.000 |
| 31/12/2011 | 102.000 |
Fair Value per Option Right and Vesting Date is defined as below:
| Vesting Date | Fair Value € |
|---|---|
| 31/12/2009 | 3,091 |
| 31/12/2010 | 3,324 |
| 31/12/2011 | 3,517 |
The variables upon which the Fair Value calculation has been performed are as below:
| Variable | Value |
|---|---|
| Exercise Price | € 3,89 |
| Current Price at the Grant Date | € 6,88 |
| Grant Date | 31/3/2009 |
| Vesting Period (Months) | 9-21-33 |
| Volatility | 50% |
| Dividend Yield | 2% |
| Risk Free Rate | 4,00% |
On 24/5/2010 the Board of Directors granted 102.662 Stock Options which are the third of three in the tranches.
The above series matures in three years with the following vesting dates:
| Vesting Date | No of Options |
|---|---|
| 31/12/2010 | 25.665 |
| 31/12/2011 | 25.665 |
| 31/12/2012 | 51.332 |
Fair Value per Option Right and Vesting Date is defined as below:
| Vesting Date | Fair Value € |
|---|---|
| 31/12/2010 | 0,7372 |
| 31/12/2011 | 1,4184 |
| 31/12/2012 | 1,8772 |
The variables upon which the Fair Value calculation has been performed are as below:
| Variable | Value |
|---|---|
| Exercise Price | € 6,63 |
| Current Price at the Grant Date | € 5,80 |
| Grant Date | 24/5/2010 |
| Vesting Period (Months) | 6-18-30 |
| Volatility | 55% |
| Dividend Yield | 2% |
| Risk Free Rate | 6,91% |
Consequently, for the period 1/1-31/12/2010, an amount of € 314,0 thousand has been booked under Operating Expenses.
On 22/11/2010 the Board of Directors resolution invited the holders of the Stock Option Plan to exercise their Stock Option rights. After the invitation five Stock Option Plan holders exercised their rights of corresponding 39.402 shares, nominal value 1,00 euro, at price 3,89 euro per share.
The Group is subject to credit risk arising from the Segment of Wholesale Trading of Electrical and Electronic Equipment and relates 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. More specifically, in the Segment of Wholesale Trading of Electrical and Electronic Equipment there are insurance policies of credit insurance in place, in Greece and in Romania in collaboration with the insurance company «EULER HERMES Trade Credit Insurance SA through which customers balances are insured.
The carrying value of the Group's Trade receivables as presented in the accompanying financial statements represents the maximum exposure to credit risk (without taking into consideration any hedging or insurance strategies). The maximum exposure at 31/12/2010 was as follows:
| Book Value | ||
|---|---|---|
| €000s | 2010 | 2009 |
| Trade & Other Receivables | 83.740 | 108.519 |
| Cash & Cash Equivalents | 43.129 | 94.140 |
The maximum exposure to credit risk on trade receivables of the Group (without taking into consideration any hedging or insurance strategies) at the date of the Statement of Comprehensive Income, per geographic segment was as follows:
| Book Value | |||
|---|---|---|---|
| €000s | 2010 | 2009 | |
| Local | 82.309 | 93.413 | |
| European Union Countries | 1.431 | 15.106 |
The maximum exposure (without taking into consideration any hedging or insurance strategies) at the date of the Statement of Comprehensive Income, per customer type was:
| Book Value | ||
|---|---|---|
| €000s | 2010 | 2009 |
| Wholesales Customers | 83.633 | 107.244 |
| Retail Customers | 107 | 1.275 |
Liquidity risk is retained at low levels by maintaining adequate bank credit lines and significant cash and cash equivalents which at 31/12/2010 amounted to Euro 43,1 million vs 94,1 million on 31/12/2009.
The contractual loan dues including interest payments, excluding the net-off agreements, are as per paragraph Borrowings.
| Immediate termination |
3 months | 3 to 12 months | 1 to 5 years | More than 5 years |
Total | |
|---|---|---|---|---|---|---|
| 2010 | ||||||
| Credit lines | 25.326 | 0 | 0 | 0 | 0 | 25,326 |
| Short-term loans | 3.702 | 24.009 | 20.303 | 0 | 0 | 48,013 |
| Long-term loans | 0 | 438 | 36,988 | 41.208 | 0 | 78,634 |
| Leasing | 0 | 728 | 16,548 | 0 | 0 | 17,276 |
| Total | 29.028 | 25.174 | 73.839 | 41.208 | 0 | 169,249 |
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 2010 approximately 75% 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. Therefore the loans drawn for the construction of the IKEA store in Bulgaria are approximately 60% in local currency BGN.
The Group's exposure to foreign exchange risk is analysed as follows:
| 31/12/2010 Foreign Currency € | 31/12/2009 Foreign Currency € | |||||||
|---|---|---|---|---|---|---|---|---|
| USD | SFR | SKR | RON | USD | SFR | SKR | RON | |
| Trade Creditors and Other Liabilities |
1.557 | 53 | 2.943 | 2.268 | 688 | - | 446 | 1.918 |
| 31/12/2010 euro | 31/12/2009 euro | |
|---|---|---|
| Trade Creditors and Other Liabilities |
2.272 | 19.178 |
A Euro revaluation of 10% at December 31, vs the below currencies would have increased (decreased) the Net Equity and the Operating Results as per the amounts indicated at the below summary. It is assumed that all other variables (Interest Rates) would remain constant.The analysis was performed in a similar manner for 2010.
| Impact in €000s | Net Equity Operating Result |
|
|---|---|---|
| Dec 31 , 2010 | ||
| USD | 158 | 158 |
| SFR | 5 | 5 |
| SKR | 294 | 294 |
| LEI | 227 | 227 |
| Total | 684 | 684 |
| Dec 31 , 2009 | ||
| USD | 69 | 69 |
| SFR | - | - |
| SKR | 45 | 45 |
| LEI | 192 | 192 |
| Total | 306 | 306 |
A Euro devaluation of 10% at December 31, vs the aforementioned currencies would have an equal but opposite impact in comparison to the ones presented above, based on the assumption that all other variables 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.
Despite of the fact that we believe that in an environment of prolonged global slowdown, the risk of rising interest rates remains low, the group has entered into Interest Rate Swap (IRS) contracts effectively converting part of the loans from floating to fixed interest rate for a period of 3 to 5 years.
The profile of Group's loan liabilities at the date of the Statement of Financial Position is analysed in paragraph Borrowings.
A 1% fluctuation of the Group's borrowing rate at December 31, would have increased (decreased) the Net Equity and the Operating Results by € 1.105 th for year 2010 and 1.068 th for year 2009.
No such Instruments (Assets/Liabilities) valued at fair value exist.
The carrying amounts of the financial instruments of assets and liabilities (i.e. trade and other receivables, cash and cash equivalents, trade and other payables, derivative financial instruments, borrowings and finance leases) approximate their fair value.
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of the financial instruments as of 31 December 2010 represent management's best estimate. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Group's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Group based on the best information available in the circumstances.
The three levels of the fair value hierarchy are as follows:
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
The primary objective of the Group's capital management is to ensure and maintain strong credit ratings and healthy capital ratios in order to support the investment projects and maximizing the return of invested capital for the shareholders.
The Group monitors its capital management through the use of a gearing ratio – net debt divided by equity plus net debt – where net debt includes interest bearing loans and borrowings minus cash. The Group's strategic objective is to maintain the above ratio between 30% and 40%.
Borrowings are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Non - current loans | 75.222 | 80,682 | $\mathbf{0}$ | $\mathbf{0}$ |
| Finance Leases | 17.276 | 21,408 | 0 | $\circ$ |
| Total | 92.497 | 102.089 | 0 | $\pmb{0}$ |
| Non current portion of borrowings payable within the following 12 months | 53,685 | 9.755 | 0 | $\theta$ |
| Total long-term loans and borrowings | 38.813 | 92.334 | Ü | $\boldsymbol{0}$ |
| Current loans and borrowings | 67.011 | 49.726 | 0 | 0 |
| Total loans and borrowings | 159.508 | 151,815 | 0 |
Non-current loans include the finance lease liability of the company HOUSEMARKET 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 until June 2007.
The maturity table of the Finance Lease Liability as of December 31, 2010 and 2009 is as follows:
| GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | ||||||||
| Up to 1 year | $2 - 5$ years | More than 5 years | Total | Up to 1 year | $2 - 5$ years | More than 5 year | Total | ||
| Future Lease Payments | 17.879 | 0 | 17.879 | 3476 | 18.799 | 22 275 | |||
| Less Interest | (603) | (603) | (471) | (397) | 863 | ||||
| Present Value of Future Lease Payments | 17.276 | 17.276 | 3.005 | 18,403 | 21,408 |
The repayment period of non-current loans varies between 2 to 5 years and the average effective interest rate of the Group was 3,2% during 2010 (2009 :2,6%). The non-current loans cover mainly the Group's growth needs and are analyzed in bond and other non-current loans as follows:
| Amount | Issuing Date | Duration | ||
|---|---|---|---|---|
| FOURLIS TRADE SA | Bond | 7.000 | 30/10/2009 | 3 years from the issuing date |
| Bond | 6.000 | 14/12/2009 | 3 years from the issuing date | |
| 13.000 | ||||
| PRIME TELECOM SA | Bond | 3.500 | 04/03/2010 | 3 years from the issuing date |
| Bond | 1.500 | 12/01/2009 | 3 years from the issuing date | |
| Bond | 1.000 | 28/03/2008 | 5 years from the issuing date | |
| 5.500 | ||||
| Η.Μ. HOUSE MARKET (CYPRUS) LTD | Other | 20.499 | 25/10/2006 | 4,5 years from the issuing date |
| 3.062 | 17/9/2007 | 5 years from the issuing date (1.750 payable forthcoming period) |
||
| 23.561 | ||||
| TRADE LOGISTICS SA | Bond | 11.160 | 26/11/2007 | 4 years from the issuing date |
| Bond | 10.000 | 4/11/2009 | 3 years from the issuing date | |
| 21.160 | ||||
| RENTIS SA | Bond | 8.000 | 20/1/2010 | 3 years from the issuing date |
| Bond | 4.000 | 24/11/2009 | 3 years from the issuing date | |
| 12.000 | ||||
| Total | 75.222 |
The Loan of Η.Μ. HOUSE MARKET (CYPRUS) LTD includes the following financial covenants the indices of which are calculated as per HOUSEMARKET S.A Consolidated Financial Statements:
HOUSEMARKET S.A complies with the above ratios.
Total current loans of the group mainly relate to overdraft bank accounts which are used as working capital for the activities of the Group's subsidiaries. The drawn amounts are used mainly to cover short term needs to suppliers. The weighted average interest rate of short term loans was approximately 6,4% for the financial year 2010 (2009: 6,7%).
Currently subsidiaries entered into cash flow hedges (Interest Rate Swaps or IRSs), in order to mitigate the risk of a sudden increase in interest rates in the interbank market. The terms of the swap agreements are as follows:
a) a 3year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for an amount of 10 million euros of negative fair value for FOURLIS TRADE SA on 31/12/2010 of € 188 thousand, a 5year financial product(IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for an amount of 15 million euros of negative fair value for TRADE LOGISTICS A.Ε.Β.E on 31/12/2010 of € 701 thousand and a 3year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for an amount of 20 million euros of negative fair value for HOUSE MARKET (CYPRUS) LTD on 31/12/2010 of € 379 thousand.
The fair value movement of the above derivative instruments is recognized in equity and amounts € 1.269 thousand and € 535 thousand for the year ended December 31, 2010 and 2009, respectively.
On 21/2/2011 a new bond loan was issued for a subsidiary which amounts € 25 million of total duration of three years.
Trade and other payables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Trade payables | 90.233 | 162.305 | 515 | 311 |
| Accrued expenses | 12.571 | 12.893 | 211 | 351 |
| Dividends payable | 24 | 27 | 23 | 26 |
| Taxes liability | 6.743 | 7.757 | 145 | 119 |
| Customers advances | 2.141 | 1.804 | 0 | $\mathbf{0}$ |
| Insurance Organizations | 3.143 | 3.149 | 17 | 15 |
| Other payables | 4.254 | 2.708 | 468 | 44 |
| Total | 119.110 | 190.642 | 1.379 | 867 |
The nominal tax rates in the countries that the Group is operating vary between 10% to 24%. The Greek tax legislation is subject to interpretations of the tax authorities. 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 provision for unaudited tax years for the Group of the period 1/1/-31/12/2010 amounts €719 thousand (€60 for the Company). As at December 31, 2010 the cumulative provision for unaudited tax years established in the
consolidated accounts amounted to € 2.038 thousand while the respective amount recognised in the separate financial statements of the Parent amounted to € 101 thousand.
The parent company and its subsidiaries have not been audited by the tax authorities for the Financial year 2010 and the years noted below:
| Company | Years |
|---|---|
| FOURLIS HOLDINGS SA | 2008-2009 |
| FOURLIS TRADE SA | 2007-2009 |
| INTERSPORT ATHLETICS SA | 2008-2009 |
| EUROELECTRONICS SA | 2008-2009 |
| SERVICE ONE SA | - |
| PRIME TELECOM SA | 2008-2009 |
| GENCO TRADE SRL | 2007-2009 |
| GENCO BULGARIA EOOD | 2009 |
| TRADE LOGISTICS SA | - |
| HOUSEMARKET SA | 2007-2009 |
| H.M HOUSEMARKET (CYPRUS) LTD | 2006-2009 |
| HOUSE MARKET BULGARIA EAD | - |
| RENTIS SA | - |
| INTERSPORT ATHLETICS (CYPRUS) LTD | 2006-2009 |
| SPEEDEX SA | 2007-2009 |
| Wyldes LTD | 2009 |
| Vyner LTD | 2009 |
We note that a tax audit by authorities for fiscal years 2007-2008 is currently taking place for the subsidiary FOURLIS TRADE SA.
According to article 5 of the Law 3845/6.5.2010 the Extraordinary Social Contribution Tax was based on the net income of fiscal year 2009 and amounts to € 5,5 million for the Group (€ 80 thousand for FOURLIS HOLDINGS SA). The Income Tax expense for the years 2010 and 2009 is presented below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Income tax | 8.387 | 14.508 | 56 | 330 |
| One - off income tax contribution (article 2, Law 3808/2009) |
5.443 | 5.892 | 80 | 2,416 |
| Tax audit differences | 719 | 1.423 | 60 | 490 |
| Deferred Taxes: | ||||
| Differences of fixed assets | 82 | 135 | $\overline{4}$ | |
| Provisions for employee benefits | 167 | (104) | (45) | (13) |
| Effect of changes on tax rates | 250 | (157) | O | (41) |
| Deferred taxes of no-current assets classified as available for sale |
$\Omega$ | O | 0 | $\Omega$ |
| Impairment of assets | 513 | 0 | Û | $\theta$ |
| Finance leases | (536) | 402 | 0 | $\circ$ |
| Supplier adjustment | (382) | 0 | 0 | $\Omega$ |
| Provisions | (479) | (293) | $\Omega$ | $\Omega$ |
| Accrued Taxes | (527) | (746) | 51 | $\Omega$ |
| Inventory Write Off Provision | (376) | 65 | 0 | $\Omega$ |
| Subvention Fixed Asset | 0 | 0 | 0 | $\Omega$ |
| Total Deferred taxes | (1.290) | (699) | 10 | (53) |
| Income Tax Expense | 13.259 | 21.124 | 205 | 3.184 |
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Profit before taxes | 28.210 | 53.278 | 7.925 | 6.325 |
| Income tax based on nominal tax rate | 9.778 | 15.839 | 1.936 | 1.642 |
| Tax on tax free income | (2.484) | (1.500) | (2.040) | (1.500) |
| Tax on non deductible expenses | 329 | 429 | 160 | 158 |
| Additional tax on real estate rents | $\circ$ | 0 | ||
| Tax on tax losses | (479) | (1.638) | $\theta$ | 0 |
| Tax audit differences | 805 | 1.423 | 60 | 490 |
| Non operating income tax | 27 | 31 | 0 | 0 |
| Results on non-consolidated affiliates | 0 | $\mathfrak{o}$ | 0 | 0 |
| Write-off of receivables | 0 | $\mathbf{0}$ | $\mathbf{0}$ | 0 |
| Proportionate tax on unrealized profits | 114 | (34) | 0 | 0 |
| Finance leases | 0 | 140 | $\mathfrak o$ | 0 |
| Effect of Assets held for Sale | 0 | $\theta$ | 0 | 0 |
| Miscellaneous timing differences | (275) | 542 | 10 | (23) |
| One - off income tax contribution (article 2, Law 3808/2009) | 5.443 | 5.892 | 80 | 2.416 |
| Tax in statement of comprehensive income | 13.259 | 21.124 | 205 | 3.184 |
The nominal Tax Rates for 2010 per country as follows: Greece 24%, Romania 16%, Cyprus 10% and Bulgaria 10%.
Deferred taxes as at 31 December 2010 and 31 December 2009 in the accompanying Statement of financial positions are analyzed as below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Listbilitiess: | ||||
| Depreciation Difference | (1.858) | (2.564) | $\circ$ | o |
| Employee retirement benefits | (175) | (259) | $\Omega$ | $\circ$ |
| Income Tax | 101 | (695) | $\sigma$ | $\circ$ |
| Expenses Provision | (6) | (120) | D. | $\alpha$ |
| Bad dept Provision Deferred taxes of no-current assets classified as |
ο ο |
184 a |
o $\Omega$ |
o |
| available for sale | $\circ$ | |||
| Fixed assets revaluation. | 5.433 | 5,923 | o. | $\circ$ |
| Finance leases | 1,756 | 2.578 | $\circ$ | $\circ$ |
| Reclass of Revenue account | 599 | 768 | $\Omega$ | $\sigma$ |
| Impairment on asset | $\sigma$ | (513) | $\circ$ | $\circ$ |
| Bond interest accruals | o | O | $\alpha$ | O |
| Provision Other Expenses | (120) | 398 | $\Omega$ | $\circ$ |
| Total | 5.729 | 5,699 | $\circ$ | $\circ$ |
| Assets: | ||||
| Depreciation calc, difference | (364) | (226) | (4) | $\circ$ |
| Employee retirement benefits | 82 | 294 | (2) | 58 |
| Stock devaluation | 353 | 81 | $\circ$ | $\sigma$ |
| Provisions | 254 | 387 | 55 | ø |
| Provision for doubtful debts | 1,010 | 741 | $\circ$ | $\circ$ |
| Income Tax | 2.631 | 1.183 | O | $\circ$ |
| Fixed assets revaluation | (490) | ō | $\alpha$ | $\circ$ |
| Total | 3,476 | 2,460 | 48 | 58 |
The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares during the year. The weighted average number of shares as at 31 December 2010 was 50.909.719 shares.
| GROUP | |||
|---|---|---|---|
| 31/12/2010 | 31/12/2009 | ||
| Profit/(loss) after tax attributable to owners of the parent | 15,090 | 31.621 | |
| Number of issued shares | 50.952.920 | 50.952.920 | |
| SOP Impact | 386.311 | 393.843 | |
| Purchases / (sales) of own shares | (43.201) | 0 | |
| Weighted average number of shares | 51,296,030 | 51,346,763 | |
| Basic Earnings per Share (in Euro) | 0,2964 | 0,6206 | |
| Diluted Earnings per Share (in Euro) | 0.2942 | 0.6158 |
The Board of Directors, by decision of 24/8/2010, proceeded to implement the decision of the General Assembly of Shareholders of 11 June 2010 on the purchase of treasury shares. In the context of these decisions, the Company during the period from 24/8/2010 to 31/12/2010 purchased 143.163 treasury shares of a total acquisition value of € 858 thousand representing the 0,28% of share capital. The average price of treasury shares for the period from 24/8/2010 until 31/12/2010 amounts to € 5,9929 per share.
The Group's commitments for the year 2010 are analysed as follows:
• The Group has issued a Letter of Guarantee for an amount of € 26.872 thousand to a foreign supplier for guaranteeing purchases of goods by subsidiary companies.
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 "Borrowings".
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Up to 1 year | 6.565 | 15.872 | 102 | 119 |
| Between 1-5 years | 25,260 | 70.836 | 437 | 292 |
| More than 5 years | 19.686 | 254.450 | 299 | 228 |
| Total | 51.510 | 341.159 | 838 | 639 |
Concerning operating leasing contracts, the total future dues for rents as below:
The expense for operating leasing of financial year 2010, that was recorded in the statement of comprehensive income amounted to € 19.789 thousand (€17.270 thousand for year 2009).
The future leasing contracts of RENTIS SA subsidiary of the Group as a lessor amounts to € 473 thousand until 1 year, € 3.778 thousand for 2-5 years, and 4.698 for 5 years and up.
There are no litigation or arbitration proceedings that might have a material impact on the Group's Financial Statements.
Refer to paragraph 23.
Related parties of the Group include the Company, subsidiary and associated 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 analysis of the related party receivables and payables as at 31 December 2010 and 2009 are as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |||
| Receivables from: | FOURLIS TRADE SA | $\circ$ | $\mathbf 0$ | 70 | 32 | |
| EUROELECTRONICS SA | o | o | a | 10 | ||
| PRIME TELECOM SA | $\circ$ | 0 | 4 | o | ||
| HOUSE MARKET SA | 0 | 0 | 336 | 108 | ||
| INTERSPORT SA | ö | $\Omega$ | 111 | 41 | ||
| SERVICE ONE SA | o | 0 | 27 | ö | ||
| TRADE LOGISTICS SA | $\circ$ | o | 17 | o | ||
| GENCO BULGARIA LTD | $\circ$ | Ŭ | $^{\circ}$ | ö | ||
| INTERSPORT (CYPRUS) LTD | $\alpha$ | $\Omega$ | з | $\ddot{\phantom{0}}$ | ||
| H.M. HOUSE MARKET (CYPRUS) LTD | $\circ$ | $\Omega$ | 40 | 18 | ||
| SPEEDEX SA | ٥ | 0 | 0 | ٥ | ||
| GENCO TRADE SRL | $\circ$ | 0 | 109 | 214 | ||
| Total | o | $\mathbf 0$ | 726 | 423 | ||
| aa) | ||||||
| Payables to: | FOURLIS TRADE SA | 0 | 0. | 36 | h. | |
| EUROELECTRONICS SA | ò | 0. | ٥ | ò | ||
| PRIME TELECOM SA | $\Omega$ | $\Omega$ | $\circ$ | $\circ$ | ||
| HOUSE MARKET SA | o | Ü. | 235 | 10 | ||
| INTERSPORT SA | $\Omega$ | $\Omega$ | 76 | $\circ$ | ||
| SERVICE ONE SA | $\mathbf{o}$ | 0. | 21 | $\circ$ | ||
| TRADE LOGISTICS SA | o | 0 | 14 | $\mathbf{D}$ | ||
| GENCO BULGARIA LTD | $\circ$ | $\mathbf{0}$ | 8 | $\circ$ | ||
| INTERSPORT (CYPRUS) LTD | Đ | $\Omega$ | $\overline{\mathbf{z}}$ | $\circ$ | ||
| H.M. HOUSE MARKET (CYPRUS) LTD | $\mathbf{0}$ | $\Omega$ | 35 | $\mathbf{0}$ | ||
| SPEEDEX SA | 106 | 100 | $\overline{\mathbf{z}}$ | o | ||
| GENCO TRADE SRL | $\mathbf o$ | 0. | o | Ю | ||
| Total | 106 | 100 | 430 | 11 | ||
Related party transactions as at 31 December 2010 and 2009 are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | and the first property and the 2009 |
|
| Other operating income | ۲ | 1.356 | 1.278 | |
| Revenues | 0 | |||
| Total | 13 | 1.356 | 1.278 |
| GROUP STATISTICS |
COMPANY | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| Administrative expenses | 63 | 24 | (32) | $\Omega$ | |
| Distribution expenses | 71 | 124 | 0 | $\mathbf 0$ | |
| Other operating expenses | $\Omega$ | o | o | $\Omega$ | |
| Total | 134 | 150 | 32 | 0 |
During 2010, fees paid to members of the Board of Directors were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Board of Directors | 1.711 | 1.477 | 48 | 48 |
| Top Management remuneration | 505 | 879 | 505 | 700 |
| Total | 2.215 | 2.356 | 553 | 748 |
The transactions with related parties are in line with common general commercial rules.
During financial year 2010 between the parent company and its subsidiaries the following transactions occurred:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Revenue | 24.009 | 26.890 | 0 | 0 |
| Cost of Sales | 15.977 | 18.309 | 0 | 0 |
| Other Income | 3.241 | 3.008 | 1.356 | 1.278 |
| Administrative expenses | 7.158 | 7.303 | (32) | 372 |
| Distribution expenses | 4.069 | 4.517 | 0 | 0 |
| Dividends | 9.914 | 7.696 | 8.500 | 6,000 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Trade receivables | 8.181 | 9.541 | 728 | 435 |
| Inventory | 485 | 478 | 0 | 0 |
| Creditors | 8.182 | 9.542 | 419 | 11 |
The Group has issued letters of guarantee for its subsidiary and associated companies guaranteeing liabilities. The analysis of such letters of guarantee is disclosed in which appears in Note Commitments and Contingencies.
On 22/2/2010 Fourlis Group and Samsung Electronics have mutually agreed to discontinue their partnership in Greece at the end of 2010. Especially for Romania and the Mobile Phones in Greece (EUROELECTRONICS SA) the partnership dissolved on 1/7/2010. Both the Group and Samsung Electronics are cooperating closely to ensure a smooth and successful transition.
The Group's management assessed that the disposal group to be abandoned meets the criteria of IFRS 5 "Non-
current Assets Held for Sale and Discontinued Operations" and therefore, the Group presents the results and cash flows of the disposal group as discontinued operations at the date on which it ceases to be used (30/6/2010 and 31/12/2010). The 2009 comparative information has been restated to reflect the above classification. The results of the discontinued operations for the period 1/1-31/12/2010 and 1/1-31/12/2009 are presented below.
| GROUP Discontinued Operations |
||||
|---|---|---|---|---|
| 1/1 - 31/12/2010 | 1/1 - 31/12/2009 | |||
| Revenue | 203.169 | 302.173 | ||
| Cost of Goods Sold | (177.090) | (258.429) | ||
| Other operating income | 16.154 | 18.197 | ||
| Distribution expenses | (28.715) | (44.138) | ||
| Administrative expenses | (8.060) | (8.151) | ||
| Other operating expenses | (2.831) | (2.673) | ||
| Financial expenses / income | (1.823) | (4.201) | ||
| Profit / Loss before Tax | 805 | 2.778 | ||
| Income tax | (1.692) | (1.803) | ||
| Non controlling interest | 131 | (525) | ||
| Profit /Loss After Tax and Minority Interest |
(757) | 450 |
The cash flows of the discontinued operations for the period 1/1-30/9/2010 and 1/1-30/9/2009 are presented below.
| GROUP | |||
|---|---|---|---|
| Discontinued Operations |
Discontinued Operations |
||
| 1/1-31/12/2010 | 1/1-31/12/2009 | ||
| Operating inflow / (outflow) from discontinued operations | (40.994) | 71.383 | |
| Investing inflow / (outflow) from discontinued operations | 2.183 | 1.224 | |
| Financing inflow / (outflow) from discontinued operations | 7.250 | (56.975) | |
| Effect of exchange rate fluctuations on cash held | (38) | (22) | |
| Net increase /decrease in cash and cash equivalents | (31.599) | 15.610 |
On 17/2/2011 FOURLIS Group announces the agreement for the purchase of the retail stores network of Intersport in Turkey. The agreement includes the acquisition of the franchise rights and the establishment of the company Intersport Atletik A.S. In the new company, Fourlis Group participates with 75% through the Greek
subsidiary Intersport Athletics S.A. and it has the management control, while the current owner will hold the remaining 25%.
Upon the signing of the agreement, Fourlis Group acquires 20 Intersport stores currently operating in Turkey. The Group's target is to expand the store network in Turkey to over 50 stores in the next 5 to 8 years.
It is worth mentioning that Turkey has a population of approximately 70 million people, 60% of which are under the age of 34. The agreement in Turkey is of a strategic importance and the initial investment for the Group will be 10 million euros approximately.
On 21/2/2011 was completed the transaction of the purchase of the premises located at present IKEA store in Ioannina. The company HOUSEMARKET SA purchased the total number of shares of the company BITA TRITI REAL ESTATE OF EASTERN GREECE SA which owns the above mentioned premises.
| FOURLIS HOLDINGS S.A. Societes Anonymes Register Number : 13110/06/B/86/01 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 340, Kifissias Ave -154 51 Neo Psychiko, Athens, Greece Financial data and information from 1 January 2010 until 31 December 2010 According to Law 2190/20 art.135 for Companies publishing their Annual Consolidated and Non Consolidated Financial Statements in accordance with International Accounting Standards |
|||||||||||
| The figures presented below provide general information about the financial position and results of Fourlis Holdings SA and the Fourlis Group. Therefore we advise the reader who intends to proceed to any investment or any kind of transaction with the company to visit the company's website where the Financial Statements and the Certified Auditors Report - when | |||||||||||
| necessary - have been published. | |||||||||||
| Supervising Authority Website Company address |
: Ministry of Development : www.fourlis.gr |
Board of Directors Chairman -Executive Member |
: Vassilios Fourlis | ||||||||
| Date of Approval of Financial Statements from BoD Certified Auditor |
: 28, February 2011 : Sofia Kalomenidou, A.M. SOEL 13301 |
Vise President-Executive Member CEO - Executive Member |
: Alexandros Fourlis : Apostolos Petalas |
||||||||
| Audit Firm Type of Audit Report |
: Unqualified | : Ernst & Young (HELLAS) Certified Auditors Accountants SA | Executive Member Executive Member Non Executive Member |
: Dafni Fourlis : Lyda Fourlis : Ioannis Brembos |
|||||||
| Non Executive Independent Member Non Executive Independent Member Non Executive Independent Member |
: Eftichios Vassilakis : Ioannis Papaioannou : Ioannis Kostopoulos |
||||||||||
| STATEMENT OF FINANCIAL POSITION | STATEMENT OF COMPREHENSIVE INCOME (amounts in thousand €) | ||||||||||
| (Consolidated & Stand alone) amounts in thousand € | GROUP | COMPANY | Continuing | GROUP Discontinued |
Total | Continuing | GROUP Discontinued |
Total | |||
| ASSETS | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | operations 1/1-31/12/2010 |
operations 1/1-31/12/2010 |
1/1-31/12/2010 | operations 1/1-31/12/2009 |
operations 1/1-31/12/2009 1/1-31/12/2009 |
||
| Νon-current assets Property plant and equipment Investment Property |
211.819 8.782 |
193.252 20.387 |
79 0 |
86 0 |
Revenue Cost of Goods Sold |
434.980 -260.503 |
203.169 -177.090 |
638.150 -437.593 |
449.549 -262.973 |
302.173 -258.429 |
751.722 -521.402 |
| Intangible Assets Investments in associates Investments in affiliates |
12.705 9.879 95 |
12.578 9.660 95 |
115 88.299 95 |
123 88.476 95 |
Gross Profit Gross Other operating income Distribution expenses |
174.477 174.477 3.225 -118.904 |
26.079 26.079 16.154 -28.715 |
200.557 200.557 19.379 -147.619 |
186.576 186.576 186.576 6.808 -113.014 |
43.744 43.744 43.744 18.197 -44.138 |
230.320 25.004 -157.151 |
| Long Term receivables Deferred Taxes |
13.313 3.476 |
14.480 2.460 |
138 48 |
138 58 |
Administrative expenses Other operating expenses |
-23.806 -1.556 |
-8.060 -2.831 |
-31.866 -4.387 |
-22.546 -2.105 |
-8.151 -2.673 |
-30.698 -4.778 |
| Total non-current assets Current assets Inventories |
260.069 87.571 |
252.911 260.069 252.911 105.619 |
88.775 0 |
88.975 0 |
Operating Profit Finance costs Finance Income |
33.436 -7.071 1.335 |
2.628 33.436 2.628 2.628 -3.841 2.017 |
36.064 36.064 -10.912 3.353 |
55.719 55.719 -6.900 2.039 |
6.979 6.979 6.979 -5.498 1.297 |
62.698 -12.397 3.336 |
| Income tax receivable Trade receivables |
5.034 83.740 |
15.092 108.519 |
4.293 753 |
3.870 449 |
Expense/income from associate companies Profit Before Tax |
-295 27.405 |
0 805 27.405 805 805 |
-295 28.210 28.210 |
-358 50.501 50.501 |
0 2.778 2.778 2.778 |
-358 53.278 |
| Other receivables Cash & cash equivalent Total current assets |
37.937 43.129 257.411 |
21.749 94.140 345.119 |
551 13.079 18.676 |
110 21.547 25.977 |
Income tax Net Income/Loss (A) Attributable to: |
-11.567 15.838 |
-1.692 -887 |
-13.259 14.951 |
-19.322 31.179 |
-1.803 975 |
-21.124 32.154 |
| TOTAL ASSETS SHAREHOLDERS EQUITY & LIABILITIES |
517.480 | 598.031 517.480 598.031 598.031 | 107.451 107.451 | 114.951 114.951 | Parent company Non - controlling interest |
15.846 -8 |
-757 -131 |
15.090 -139 |
31.171 8 |
450 525 |
31.621 533 |
| Shareholders Equity Share Capital |
50.953 | 50.953 | 50.953 | 50.953 | Net Income/Loss (A) | 15.838 | -887 | 14.951 | 31.179 | 975 | 32.154 |
| Share premium reserve | 11.985 | 11.864 | 12.322 | 12.208 | Other comprehensive income | ||||||
| Reserves | 69.915 | 66.733 | 30.366 | 30.781 | Foreign currency translation from foreign operations | 19 | 1 | 19 | -35 | -368 | -403 |
| Retained earnings Total equity (a) |
83.546 216.399 |
84.894 214.444 216.399 214.444 |
12.096 105.737 |
17.205 111.146 |
Effective portion of changes in fair value of cash flow hedges Comprehensive Income/loss after Tax (B) |
-733 -714 |
0 1 -714 111 |
-733 -714 -714 |
-535 -571 -571 -571 |
0 -368 -368 -368 |
-535 -939 |
| Non - controlling interest (b) | 455 | 1.019 | 0 | 0 | Comprehensive (B) Total Comprehensive Income/loss after tax (A)+(B) fter tax (A)+(B) Total Comprehensive Income/loss a |
15.124 | -887 15.124 -887 -887 | 14.237 14.23714.237 | 30.608 30.608 30.608 | 607 607 607 | 31.215 31.215 |
| Total Equity (c)=(a)+(b) | 216.854 | 215.463 216.854 215.463 215.463 | 105.737 105.737 | 111.146 111.146 | Attributable to: Attributable to: | ||||||
| LIABILITIES Non current Liabilities |
Parent company Non - controlling interest |
15.132 -8 |
-756 -131 |
14.376 -139 |
30.600 8 |
82 525 |
30.682 533 |
||||
| Loans and borrowings Employee retirement benefits Provisions |
38.813 1.319 0 |
92.334 2.254 251 |
0 19 0 |
0 29 0 |
Basic Earnings per Share (in Euro) Diluted Earnings per Share (in Euro) |
0,3113 0,3089 |
-0,0149 -0,0148 |
0,2964 0,2942 |
0,6118 0,6071 |
0,0088 0,0088 |
0,6206 0,6158 |
| Deferred Taxes Other non-current liabilities |
5.729 10.935 |
5.699 11.249 |
0 121 |
0 121 |
Earnings before Interest,Taxes, Earnings Interest,Taxes,Amortisation & Depre Amortisation & Depreciation ciation | 44.172 | 3.136 44.172 3.136 3.136 | 47.308 47.308 | 65.137 65.137 | 7.772 7.772 7.772 | 72.909 |
| Total non current Liabilities | 56.796 | 111.787 56.796 111.787 111.787 | 140 140 | 150 150 | COMPANY | ||||||
| Current Liabilities Loans and borrowings Current portion of non-current loans and borrowings |
67.011 53.685 |
49.726 9.755 |
0 0 |
0 0 |
1/1-31/12/2010 | 1/1-31/12/2009 | |||||
| Income Tax Payable Accounts payable and other current liabilities Total current Liabilities |
4.025 119.110 243.831 |
20.657 190.642 270.780 |
196 1.379 1.575 |
2.788 867 3.655 |
Revenue Cost of Goods Sold Gross Profit |
0 0 0 |
0 0 0 |
||||
| Total Liabilities (d) TOTAL EQUITY & LIABILITITES (c) + (d) |
300.626 517.480 |
382.567 | 1.714 107.451 |
3.805 114.951 |
Other operating income Distribution expenses |
1373 0 |
2115 0 |
||||
| 598.031 517.480 598.031 | Administrative expenses Other operating expenses |
-2221 -173 |
-2576 -371 |
||||||||
| STATEMENT OF CHANGES IN EQUITY (Consolidated and Separate) amounts in thousand € |
Operating Loss Finance costs |
-1021 -8 |
-831 -1 |
||||||||
| 31/12/2010 | GROUP 31/12/2009 |
COMPANY 31/12/2010 |
31/12/2009 | Finance Income Expense/income from associate companies |
454 8500 |
1156 6000 |
|||||
| Balance at the beginning of period (1/1/2010 and 1/1/2009 respectively) | 215.463 | 202.698 | 111.146 | 125.976 | Profit Before Tax Income tax |
7925 -205 |
6325 -3184 |
||||
| Total comprehensive income for the period after taxes Dividends to equity holders Other |
14.237 -13.125 279 |
31.215 -18.807 358 |
7.720 -12.738 -392 |
3.141 -18.343 373 |
Net Income (A) Attributable to: Attributable Parent company |
7720 7720 |
3141 3141 |
||||
| Balance at the end of period (31/12/2010 and 31/12/2009 respectively) | 216.854 | 215.463 216.854 215.463 215.463 | 105.737 105.737 | 111.146 111.146 | Non - controlling interest | 0 | 0 | ||||
| Net Income (A) Other comprehensive income |
7720 | 3141 | |||||||||
| CASH FLOW STATEMENT (Consolidated and Separate) amounts in thousand € |
Foreign currency translation from foreign operations Effective portion of changes in fair value of cash flow hedges |
0 0 |
0 0 |
||||||||
| GROUP | COMPANY | Reserve from assets revaluation Comprehensive Income after Tax (B) |
0 0 |
0 0 |
|||||||
| 1/1 - 31/12/2010 1/1 - 31/12/2010 |
1/1 - 31/12/2009 - 31/12/2009 |
1/1 - 31/12/2010 |
1/1 - 31/12/2009 |
Total Comprehensive Income after tax (A)+(B) | 7.720 | 3.141 7.720 3.141 | |||||
| Operating Activities Net profit before taxes (Continuing Operations) |
27.405 | 50.501 | 7.925 | 6.325 | Attributable to: Parent company |
7.720 | 3.141 | ||||
| Net profit / loss before taxes (Discontinued Operations) ions) Adjustments for: Depreciation |
805 805 10.736 |
2.778 9.418 |
0 41 |
0 19 |
Non - controlling interest Basic Earnings per Share (in Euro) |
0 0,1516 |
0 0,0616 |
||||
| Provisions Foreign exchange differences |
104 -111 |
641 -4 |
166 -200 |
73 0 |
Diluted Earnings per Share (in Euro) Proposed Dividend per Share (in Euro) |
0,1505 0,0000 |
0,0612 0,2500 |
||||
| Results (Income, expenses, profit and loss) from investment activity Interest Expense |
-978 6.875 |
-4.631 6.743 |
-8.753 8 |
-7.889 1 |
Earnings Earnings before Interest, Taxes, Amortisation & Dep before Interest, Taxes, Amortisation & Depreciatio reciationn |
-980 | -812 -980 -812 | ||||
| Plus/less adj for changes in working capital related to the operating acti vities: Decrease / (increase) in inventories |
-2.239 | -10.482 | 0 | 0 | Additional Data and Information : | ||||||
| Decrease / (increase) in trade and other receivables (Decrease) / increase in liabilities (excluding banks) |
-1.511 4.641 |
-9.278 8.738 |
-1.169 390 |
-305 -163 |
1. The basic accounting principles applied are consistent with those applied for the Annual Financial Statements of 31/12/2009 except of the one referring to the abandonment of the disposal | ||||||
| Less: Interest paid |
-7.007 | -6.900 | -8 | -1 | group and the presentation of the results and cash flows of the disposal group as discontinued operations on December 31, 2010. 2. Prior year's comparative information in relation to the discontinued operations has been restated in order to reflect the respective classification. |
||||||
| Income taxes paid Operating inflow / (outflow) from discontinued operations |
-27.064 -40.994 -29.338 |
-20.384 71.383 |
-2.788 0 |
-6.332 0 |
3. The type of Independent Auditors Report on the audited Annual Financial Information is unqualified. 4. The assets of the Group and the Company are free of mortgages and pre - notations. |
||||||
| Net cash generated from operations (a) Investing Activities |
98.523 -29.338 98.523 98.523 | -4.388 -4.388-4.388 | -8.272 -8.272 | 5. There are no litigations, which have an important impact on the financial position of Fourlis Group and the Company. 6. The total headcount for Group and Company is as follows: Group 3.095 (2009 3.138), Company 3 (2009 5) |
|||||||
| Purchase of subsidiaries and related companies Purchase of tangible and intangible fixed assets |
-525 -19.126 |
-9.703 -20.174 |
0 -29 |
0 -123 |
7. Subsidiary Companies, their location, Fourlis Holdings share participation along with the method of consolidation in the Annual Financial Statements of 2010 are detailed in Note 1 of the Annual Financial Statements. |
||||||
| Proceeds from disposal of tangible and intangible assets Interest Received Proceeds from the sale of subsidiaries and associates |
570 1.335 0 |
8 2.033 0 |
2 454 8.500 |
0 1.156 6.000 |
8. The Non Audited Fiscal years for the Group Companies are listed under Note 22 of the Annual Financial Statements. The accumulated provisions related to the unaudited tax years amount to euros 2.038 thousand for the Group and to euros 101 thousand for the Company. 9. According to article 5 of the Law 3845/6.5.2010 the Extraordinary Social Contribution Tax amounting to euros 5,5 million was recorded in the Group's current period results. |
||||||
| Proceeds from the sale of investments Proceeds from dividends |
0 0 |
0 -4.308 |
435 0 |
0 0 |
10. Earnings per share have been calculated on the weighted average number of shares outstanding at the reporting date. 11. The BoD resolution of 24/8/2010 proceeded to the implementation of the decision of the General Assembly of shareholders dated June 11 2010 on the share buyback. |
||||||
| Purchase of other investments Investing inflow / (outflow) from discontinued operations |
0 2.183 |
33.310 1.224 |
0 0 |
780 0 |
According to these resolutions, the Company from 24/8/2010 to 31/12/2010 buyback 143.163 shares of a total value euros 857.964,72. On 28/2/2011 the Company possesses a total number of 145.803 treasury shares (0,28% on those capital) total value euros 871.956,72. |
||||||
| Total inflow / (outflow) from investing activities (b) Financing Activities |
-15.563 0 |
2.390 -15.563 2.390 2.390 | 9.363 9.363 | 7.814 | 12. The General Assembly, on June 11, 2010, approved the distribution of dividend per share of euro 0,25, compared to euro 0,36 in the prior year. Withholding tax of 10% is applied upon such distribution in 2009 therefore, the after tax dividend per share amounted to euro 0,225. |
||||||
| Payment for purchase own shares | -858 | 0 | -858 | 0 | 13. The transactions (1/1 - 31/12/2010) and the balances with the related parties (under IAS 24) at the reporting date are presented below: | ||||||
| Proceeds from issue of shares to employees exersinig stock options Outflow from share capital increase Proceeds from issued loans |
153 -17 40.399 |
0 0 93.730 |
153 0 0 |
0 0 0 |
31/12/2010 GROUP |
COMPANY | |||||
| Repayment of loans Payment of leasing liabilities |
-36.122 -4.132 |
-124.728 -4.651 |
0 0 |
0 0 |
|||||||
| Dividends paid Financing inflow / (outflow) from discontinued operations Total inflow / (outflow) from financing activities (c) |
-12.738 7.250 -6.065 |
-18.338 -56.975 -110.962 |
-12.738 0 -13.443 |
-18.338 0 -18.338 |
Outflows Inflows Receivables |
0 134 0 |
1.356 32 728 |
||||
| Net increase/(decrease) in cash and cash equivalents for the period (a) +(b)+(c) |
-50.967 | -10.048 -50.967 -10.048 -10.048 | -8.468 -8.468-8.468 | -18.796 -18.796 | Liabilities | 106 | 419 | ||||
| Cash and cash equivalents at the beginning of the period Effect of exchange rate fluctuations on cash held Closing balance, cash and cash equivalents |
94.140 -45 43.129 |
104.218 -30 94.140 |
21.547 0 13.079 |
40.343 0 21.547 |
Board of Directors' Fees Management Compensation and Expenses |
1.711 505 |
48 505 |
||||
| There are no other transactions, receivables-payables between the company and the Group and members BoD and Key Managers | |||||||||||
| Neo Psychiko, February 28, 2011 | |||||||||||
| The Chairman of the BoD Vassilis Stil. Fourlis |
The CEO Apostolos D. Petalas |
The Finance Manager Planning & Controlling Maria I. Theodoulidou |
The Chief Accountant Sotirios I. Mitrou |
||||||||
| ID No. Σ-700173 | ID No Π-319553 | ID No. T -134715 | ID No. AI-557890 |
| Subject | Date |
|---|---|
| Shareholder's change in voting rights | 31/12/2010 |
| New Ioannina IKEA store | 20/12/2010 |
| Share buy-back announcement | 2/12/2010 |
| Invitation for the stock option rights exercise | 25/11/2010 |
| 9MFY10 Presentation. | 23/11/2010 |
| 9MFY10 Consolidated Financial Results | 23/11/2010 |
| Share buy-back announcement | 23/11/2010 |
| Share buy-back announcement | 19/11/2010 |
| Share buy-back announcement | 18/11/2010 |
| Share buy-back announcement | 17/11/2010 |
| Share buy-back announcement | 16/11/2010 |
| Publication date of 9ΜFY10 financial results | 2/11/2010 |
| Share buy-back announcement | 6/10/2010 |
| Stockholder change in voting rights L. 3556/2007 | 1/10/2010 30/9/2010 |
| Share buy-back announcement | 29/9/2010 |
| Share buy-back announcement | 17/9/2010 |
| Share buy-back announcement | 17/9/2010 |
| Share buy-back announcement Share buy-back announcement |
16/9/2010 |
| Share buy-back announcement | 14/9/2010 |
| Share buy-back announcement | 13/9/2010 |
| Share buy-back announcement | 10/9/2010 |
| Share buy-back announcement | 9/9/2010 |
| Change in voting rights L. 3556/2007 | 7/9/2010 |
| Share buy-back announcement | 7/9/2010 |
| Share buy-back announcement | 6/9/2010 |
| Share buy-back announcement | 3/9/2010 |
| Share buy-back announcement | 3/9/2010 |
| Share buy-back announcement | 1/9/2010 |
| Share buy-back announcement | 31/8/2010 |
| Share buy-back announcement | 31/8/2010 |
| Share buy-back announcement | 27/8/2010 |
| Share buy-back announcement | 26/8/2010 |
| Consolidated Financials Η1FY10 (IFRS) | 26/8/2010 |
| Publication date of Η1FY10 financial results | 24/8/2010 |
| Change in voting rights according to law 3556/2007 | 26/7/2010 |
| Payment of Dividend for the Financial Year 2009 | 16/6/2010 |
| Share Buy Back Program | 11/6/2010 |
| Decisions of the Annual General Meeting of the Shareholders | 11/6/2010 |
| Breaking-Ground ceremony of the IKEA store in Sofia Bulgaria | 11/6/2010 3/6/2010 |
| First Quarter 2010 Press Release Invitation to the Annual General Meeting of the Shareholders |
25/5/2010 |
| Publication date of Q1FY10 financial results | 19/5/2010 |
| Invitation to the Annual General Meeting of the Shareholders | 12/5/2010 |
| Stockholder change in voting rights L. 3556/2007 | 11/5/2010 |
| Figures and Information 2009 Amendment | 15/4/2010 |
| FY09 financials - Presentation to Association of Greek Institutional Investors | 2/3/2010 |
| Fourlis - Samsung Electronics | 24/2/2010 |
| Fourlis - Samsung Electronics I | 24/2/2010 |
| FY09 financials - Press Release | 23/2/2010 |
| Publication Date of FY09 financial results | 23/2/2010 |
| Financial Calendar 2010 | 2/2/2010 |
| Stockholder change in voting rights L. 3556/2007 | 2/2/2010 |
| 11/1/2010 |
The Annual Financial Report of the Group, The Independent Auditors Report and the Board of Directors Report for the year 2010 have been published by posting on the Internet at the web address www.fourlis.gr.
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