Annual Report • Mar 14, 2017
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 31/12/2016 | 4 |
| Auditors' Report of the Financial Statements |
45 |
| Statement of Financial Position (Consolidated and Separate) as at Dec, 31 2016 and at |
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| Dec, 31 2015 | 47 |
| Income Statement (Consolidated) for the period 1/1 to 31/12/2016 and 1/1 to |
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| 31/12/2015 | 48 |
| Statement of Comprehensive Income (Consolidated) for the period 1/1 to 31/12/2016 | |
| and 1/1 to 31/12/2015 | 49 |
| Income Statement (Separate) for the period 1/1 to 31/12/2016 and 1/1 to 31/12/2015 | 50 |
| Statement of Comprehensive Income (Separate) for the period 1/1 to 31/12/2016 and |
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| 1/1 to 31/12/2015 | 51 |
| Statement of Changes in Equity (Consolidated) for the period 1/1 to 31/12/2016 and 1/1 |
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| to 31/12/2015 | 52 |
| Statement of Changes in Equity (Separate) for the period 1/1 to 31/12/2016 and 1/1 to |
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| 31/12/2015 | 53 |
| Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 31/12/2016 |
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| and 1/1 to 31/12/2015 | 54 |
| Notes to the Annual Financial Statements (Consolidated and Separate) | 55 |
| Information pursuant to article 10 of Law 3401/ 2005 | 122 |
| Web site for the publication of the Annual Financial Report | 123 |
(In accordance with article 4 par. 2 L. 3556/ 2007)
The members of the Board of Directors of FOURLIS HOLDINGS SA
We confirm that to the best of our knowledge:
Maroussi, March 13 2017
The Chairman The Vice Chairman The CEO
Vassilis S. Fourlis Dafni A. Fourlis Apostolos D. Petalas
1/1 – 31/12/2016
(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 - 31/12/2016.
The Group apart from the Company FOURLIS HOLDINGS S.A. also includes subsidiaries over which FOURLIS HOLDINGS S.A. has direct and indirect control.
The FOURLIS Group which consists of the parent Company FOURLIS HOLDINGS S.A. along with its subsidiaries and their subsidiaries is mainly operating in the Retail Trading of Home Furniture and Household Goods and the Retail Trading of Sporting Goods.
The subsidiary companies and their subsidiaries that are included in the consolidated financial statements for the year 2016, grouped per segment and countries of operation are the following:
The retail trading of home furniture and household goods segment includes the following Companies:
WYLDES LTD which operates in Cyprus and the parent company has an indirect shareholding of 100%.
The retail trading of sporting goods segment includes the following Companies:
Discontinued operation includes the company FOURLIS TRADE S.A. which operates in Greece and the parent company had a direct shareholding of 100% until 23/12/2016. FOURLIS TRADE SA was merged with its absorption by HOUSEMARKET SA in which the parent company has a shareholding of 100%. The relevant announcement was registerd at GECR with Registration Code Number 868451 on 23/12/2016 and Balancesheet transformation date of the absorbed company 30/6/2016.
Discontinued operation of 2015 also includes data of the company SERVICE ONE SA, subsidiary of FOURLIS TRADE SA until 24/11/2015, as well as the retail fashion activity segment (NEWLOOK Stores) of GENCO TRADE SRL the termination of operation of which was completed within July 2015.
The Group's consolidated data include, the following affiliated companies:
shareholding of 50%.
Sales for retail trading of Furniture and Household Goods (IKEA Stores) increased by 4,2% compared to the corresponding period of 2015 and sales of the retail trading of Sporting Goods (INTERSPORT & TAF Stores) increased by 5,6%. More specifically:
Despite the extremely unfavorable market conditions in Greek market and the ongoing economic uncertainty, the Group's retail business gained significant market share in Greece and in other countries where the Group operates. The retail trading of Furniture and Household Goods (IKEA) segment, realized sales of € 291,3 million for the year 2016 (2015: € 279,5 million). The EBITDA totaled € 29,1 million compared to € 25,6 million in 2015 and reported profits before tax € 7,0 million versus € 4,6 million profits in 2015. On 31/12/2016, seven (7) IKEA Stores are operating, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria and seven (7) Pick up Points with IKEA products five (5) of which in Greece (in Rhodes Island, Patras, Chania, Heraklion and Komotini) and two (2) in Bulgaria (Varna and Burgas). Moreover, e-commerce stores are operating in Greece, Cyprus and Bulgaria.
The retail trading of Sporting Goods segment (INTERSPORT and TAF Stores), realized sales of € 136,5 million for the year 2016 (2015: € 129,2 million). The segment's EBITDA for the year 2016 totaled € 11,9 million (€ 10,9 million in 2015), while recorded profits before tax € 2,3 million compared to € 2,8 million in 2015. The segment on 31/12/2016 has one hundred and thirteen (113) INTERSPORT Stores versus one hundred and six (106) on 31/12/2015, analyzed as follows: forty eight (48) in Greece, thirty one (31) in Romania, twenty three (23) in Turkey, seven (7) in Bulgaria and four (4) in Cyprus. Moreover, e-shops are operating in Greece and Romania for better customer service. On 31/12/2016, through the subsidiary INTERSPORT ATHLETICS S.A., eight (8) TAF stores are operating compared to six (6) on 31/12/2015, six (6) in Greece (Piraeus, Kifissia, Glyfada, Maroussi, Larissa and Agia Paraskevi) and through INTERSPORT ATLETIK two (2) in Turkey (Istanbul). Moreover, within the 2nd semester of 2015, the new logistics center of INTERSPORT in Greece started its operation with automated systems of warehousing and order fulfillment which will gradually serve all companies of the segment. All the relevant supply chain services are provided by the Group's company TRADE LOGISTICS which also supports the retail trading of home furniture and household goods segment (IKEA Stores).
On 23/12/2016 the company FOURLIS TRADE SA was merged with its absorption by the subsidiary company of the Group HOUSEMARKET SA and the relevenant announcement was registerd at GECR with Registration Code Number 868451 and Balancesheet transformation date of the absorbed company 30/6/2016.
Consolidated profits before tax amounted to € 7,7 million compared to € 2,5 million profits in 2015. Net profit amounted to € 6,0 million compared to € 0,3 million profits in 2015.
In Greece, the Management of the Group adjusts its actions in the context formed by the macroeconomic environment. In other countries, where the Group operates, the business plan with selective investments was implemented not only in the retail trading of Sporting Goods (INTERSPORT and TAF Stores) segment but also in the retail trading of Furniture and Household Goods (IKEA Stores) segment.
In an effort to present a complete and real view of the Group's performance, we report the consolidated results per segment for the period 1/1 – 31/12/2016 versus 1/1 – 31/12/2015 at the following tables. Amounts are in thousands of euros.
| 2016 | 2015 | 2016/ 2015 | |
|---|---|---|---|
| Revenue | 291.343 | 279.547 | 1,04 |
| EBITDA | 29.123 | 25.553 | 1,14 |
| Profit before Tax | 6.964 | 4.576 | 1,52 |
| 2016 | 2015 | 2016/ 2015 | |
|---|---|---|---|
| Revenue | 136.489 | 129.231 | 1,06 |
| EBITDA | 11.856 | 10.926 | 1,09 |
| Profit before Tax | 2.317 | 2.836 | 0,82 |
| 2016 | 2015 | 2016/ 2015 | |
|---|---|---|---|
| Revenue | 239 | 5.660 | 0,04 |
| EBITDA | (1.284) | (3.051) | 0,42 |
| Loss before Tax | (117) | (3.860) | 0,03 |
In the comparative data of the period 1/1 – 31/12/2016, the discontinued operation of the wholesale of electrical equipment through the companies FOURLIS TRADE SA, SERVICE ONE SA and the retail fashion activity (NEWLOOK stores) are distinctly presented.
| 2016 | 2015 | 2016/ 2015 | |
|---|---|---|---|
| Revenue | 428.068 | 414.442 | 1,03 |
| EBITDA | 38.441 | 32.608 | 1,18 |
| Profit before Tax | 7.695 | 2.517 | 3,06 |
| Net Profit after Tax and Minority Interests | 6.009 | 253 | 23,75 |
We note that on a consolidated basis the Group's Total Equity (after minority interest) at December 31, 2016 amounts to € 163,6 million versus an amount of € 157,6 million of year end 2015.
Below please find basic Indicators for the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements included in the Annual Financial Report of the Group, for the years 2016 and 2015 respectively.
| 2016 | 2015 | |
|---|---|---|
| Current Assets/ Total Assets | 32,20% | 30,79% |
| Total Liabilities/ Total Equity & Liabilities | 60,95% | 62,33% |
| Total Equity (after minority interest)/ Total Equity & Liabilities |
39,05% | 37,67% |
| Current Assets/ Short Term Liabilities | 95,43% | 82,04% |
| 2016 | 2015 | |
|---|---|---|
| Operating Profit/ Revenues | 5,70% | 4,65% |
| Profit before tax/ Total Equity (after minority interest) | 4,70% | 1,60% |
During the period 1/1 – 31/12/2016 the following share capital changes were realised:
FOURLIS HOLDINGS S.A.: Under the context of the Stock Option Plan which was approved and established by the resolution of the Extraordinary General Assembly of the shareholders on 27/9/2013 (Stock Option Plan – hereinafter "the Program"), within the year 2016 338.088 options were exercised (hereinafter "the Options"). Following the resolution of the Board of Directors on 22/12/2016 (relevant minutes of the BoD with number 379/22.12.2016), the exercise of the aforementioned options from the corresponding beneficiaries of the Program was certified by payment of the defined underlying value of the new shares, which, according to the terms of the Program of 27/9/2013, amount to €3,40 per share, namely a payment of the total amount of
€1.149.499,20 and the same number of new common nominal shares of the Company were issued and delivered to the corresponding beneficiaries of the Program, namely 338.088 new common nominal shares of nominal value € 1,07 per share, while the share capital of the Company increased by the amount of € 361.754,16 which reflects to the nominal value of the new shares. It is noted that, following the exercise of the aforementioned options by payment of the defined underlying value of the new shares, namely € 3,40 per share, the share premium reserve increased by the amount of € 787.745,04. After the aforementioned increase, the share capital of the Company amounts to € 54.923.538,70 divided into 51.330.410 shares of nominal value € 1,07 per share, totally paid.
the share capital of the company amounts to € 18.470.000,00, divided into 18.470.000 shares of nominal value € 1,00 per share, totally paid.
shareholder INTERSPORT ATHLETICS S.A., in execution of the resolution of the Board of Directors of 4/7/2016. After the aforementioned increase, the share capital of the company amounts to TL 43.612.700,00 divided into 109.031.750 nominal shares of nominal value TL 0,40 per share, totally paid.
Apart from the above, no other changes in the share capital of the companies of the Group were made within the year 2016.
In October 4, 2016 the subsidiary HOUSEMARKET S.A. announced the oversubscription on a public offering for the issuance of a non-convertible bond loan to be listed in the fixed income securities category of the regulated market of Athens Stock Exchange. The oversubscription on the public offering resulted in the issuance of 40 million bonds at an offer price of €1 each.
The parent company 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 stores): The Group operates seven (7) IKEA Stores, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria. Moreover, five (5) Pick up Points with IKEA products are operating in Greece in Rhodes Island, Patras, Chania, Heraklion and Komotini and two (2) in Bulgaria in Varna and Burgas (20/10/2016), as well as three (3) e-commerce stores in Greece, Cyprus and Bulgaria.
Retail trading of sporting goods (INTERSPORT and TAF stores): The segment currently operates one hundred and thirteen (113) INTERSPORT Stores [forty eight (48) in Greece, thirty one (31) in Romania, seven (7) in Bulgaria, four (4) in Cyprus and twenty three (23) in Turkey] and ecommerce stores are operating in Greece and Romania. INTERSPORT stores added to the network during period 1/1 - 31/12/2016 are as follows: one (1) new store in Greece and more specifically in Heraklion Creta (26/4/2016), three (3) new stores in Romania in Timisoara (31/3/2016), in ParkLake (31/8/2016) and in Piatra Neamit (1/12/2016), one (1) new store in Turkey in Adana (5/8/2016) and two (2) new stores in Bulgaria in Burgas (19/8/2016) and in Strara Zagora (19/8/2016). Furthermore, TAF stores that started their operation within 2016 are: six (6) in Greece and two (2) in Turkey (Istanbul). Two new TAF stores were added to INTERSPORT network within the period 1/1- 31/12/2016 in Larissa (8/4/2016) and in Agia Paraskevi of Attica (6/12/2016).
Below is a chart providing a comparison between FOURLIS HOLDINGS S.A. share price and Athens Stock Exchange General Index for the period 1/1/2016 to 31/12/2016.
The Extraordinary General Assembly of the Company on 27/9/2013, under the context of Stock Option Plan, approved the disposal of 1.507.678 stock options and authorized the Board of Directors to regulate the procedural issues and details. The program will be implemented in three waves, with a maturity period of three years per wave. Options must be exercised within five years since their maturity date. In case that there are undisposed options, after the allocation of options mentioned above, these options will be cancelled. The underlying share price of each wave is the closing market price of the share at the decision date of the Extraordinary General Assembly regarding the approval of the SOP.
On 25/11/2013, the BoD granted 502.550 stock options, which compose the first of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary General Assembly.
On 24/11/2014, the BoD granted 502.550 stock options, which compose the second of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary General Assembly.
On 23/11/2015, the BoD granted 502.578 stock options, which compose the third of the three waves. The underlying share price to which the granted stock options refer, is determined to the amount of
euros 3,4 per share which is the closing market price of the share on the date of the Extraordinary General Assembly.
Within the year 2016, 338.088 stock options (hereinafter "the Options") were exercised which had been granted in accordance with the resolutions of the BoD of 25/11/2013, 24/11/2014 and 23/11/2015. Following the resolution of 22/12/2016 of the Board of Directors (relevant minutes of the BoD 379/22.12.2016), the exercise of the aforementioned options from their beneficiaries of the Program was certified by payment of the defined underlying price of the new shares which in compliance to the provisions of the Program of 27/9/2013, amounts to € 3,40 per share, namely the payment of the total amount € 1.149.499,20 and new common nominal shares of equal number (338.088) were issued and delivered, of nominal value € 1,07 per share. Four beneficiaries responded to the aforementioned invitation.
During period 1/1 – 31/12/2016, beneficiaries waived their right to exercise 6.659 options (2015: 35.895) which were granted by the BoD on 25/11/2013, beneficiaries waived their right to exercise 6.548 options (2015: 6.082) which were granted by the BoD on 24/11/2014 and also beneficiaries waived their right to exercise 13.158 options (2015: 0) which were granted by the BoD on 25/11/2015.
According to the temporary data of the Hellenic Statistical Authority of 6/3/2017 the GDP in terms of volume, for the 4th quarter of 2016, decreased by 1,1% compared to the corresponding quarter of 2015. This fact leads to the estimation that the year 2016 will end up to a slightly negative sign for the Greek economy.
The excess of the primary surplus goal (from 0,5% to 2,0%) at the fiscal front despite being a good progress, it is not itself sufficient to create a positive perspective and therefore ambitious expectations for the year 2017.
The Management of the Group, following its expectations that in the year 2017 in Greece the retail trading will remain under pressure due to the ongoing unemployment, high taxation of natural persons and legal entities but also the weakness of the banking system to dispose capitals for new investments as well as the fact that the risk of a new recession cycle has not yet been eliminated, aims to:
companies of the Group from the company TRADE LOGISTICS SA,
In the year 2017, the Management of the Group, with the expectation that the outcome of the Greek assessment will be positive and the stability in the political and economical segment will be embedded, will proceed to the implementation of its business plan with selective investments in Greece and foreign countries that the Group operates, as follows:
In the retail trading of sporting goods segment, with a current network of one hundred and thirteen (113) stores in Greece, Romania, Bulgaria, Cyprus and Turkey as well as two (2) e-commerce stores in Greece and Romania, within the year 2017 four (4) new INTERSPORT Stores are expected to be added to the existing network and one (1) e-commerce store in Cyprus. Moreover, four (4) new TAF stores are expected to be added to the eight (8) already operating stores.
At the end of 2017, the retail trading of sporting goods segment is expected to have a netwotk of one hundred and seventeen (117) INTERSPORT Stores and twelve (12) TAF Stores as well as e-commerce stores in Greece, Romania and Cyprus. The home furniture and household goods segment will operate seven (7) IKEA Stores, seven (7) Pick up Points and three (3) E-COMMERCE STORES IN Greece, Bulgaria and Cyprus.
Education and training of human capital, the constant and fair evaluation in all levels as well as dedication to the values of the Group - "Integrity", "Respect" and "Efficiency" – continue to compose major comparative advantages through which the Group aims to achieve its goals.
The Group is exposed to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The management of risk is achieved by the central Treasury department, which operates under specific guidelines set by the Board of Directors. The Treasury department identifies, determines and hedges the financial risks in cooperation with the Groups' subsidiaries. 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 and interest rate risk.
The Group is exposed to foreign exchange risk arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases pre -
purchases foreign currencies.
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 - 31/12/2016.
Today, the FOURLIS Group, headquartered at 18-20 Sorou Street, (Building A) P.O. 15125 Maroussi, is one of the largest trading groups of consumer goods in Greece, Cyprus, Bulgaria, Romania and Turkey, in the following fields of business activity:
The aforementioned activities are completed by e-commerce stores, while warehouse and product delivery services for both segments are provided by TRADE LOGISTICS SA which is subsidiary of the Group.
In the context of our approach to corporate responsibility, we identify and prioritize on a regular basis the social matters that are linked to our activities and may cause negative impacts to our stakeholders as well as to Sustainable Development in general at a national level.
Taking into consideration the above, we intensively monitor the impacts of our activities in relation to the issues of:
The way we manage these risks is presented in the following sections.
At the FOURLIS Group, under our main motto "TOGETHER FOR A BETTER QUALITY OF LIFE", we daily work together as well as individually, for the realization of our common commitment and vision: the establishment of the preconditions for a better life for everyone.
In this context, we seek to be in constant connection with the citizens and the wider society in the countries where we operate, in order to be informed about their needs and to be able to understand them.
The Group, while complying with the applicable legislation, implements a Health and Safety Management System that includes a wide range of relative procedures and initiatives. At the same time, we apply a Common Health and Safety Policy in all the Group's subsidiaries, aiming to cover the relative needs of our employees, visitors and business partners.
Depending on the structure and operations of each Group subsidiary, we apply a combination of policies and initiatives with the aim to constantly enhance our Customer Care and Satisfaction. These policies relate to, among others, customer care and customer satisfaction both during their visit in our stores and after the sale of our products, as well as to orders and complaints management.
The compliance of our products with the manufacturers' and suppliers' standards, as well as with the European or national legislation, is a standard practice. Indicatively, we mention that the provision of specific labeling and signs on the IKEA products, aiming to provide the most thorough information and advice to customers, is a priority for the IKEA stores network. Respectively, INTERSPORT's Commercial Department is responsible for product compliance and oversees adherence to market regulations as well as the European Union CE labeling.
For the advertising and promotion of the IKEA products, we follow the communication code applied by IKEA worldwide and we take into consideration all local needs. With regard to the promotion of our products, our policy is adapted to local consumer needs and specificities. For this reason, the setup of the IKEA stores vary according to their location in order to meet the standards and preferences of the local community.
Respectively, INTERSPORT's marketing and communication strategy is set according to its vision which is to bring sport to the people. The Commercial Department is Responsible for the implementation of its marketing policies, which focus on two areas: Corporate Communication and Product Promotion.
The following are some of the major programs and actions which were implemented in 2016 to support the Society. Additional information for the following programs is presented in the FOURLIS Group's annual Corporate Responsibility Report, available on the www.fourlis.gr webpage.
Aiming to the safety of customers and all counterparties, we mention some of the practises applied at FOURLIS Group which are provided not only by the Law (compliance) but also by voluntary choice (internal procedures and policies) and are as follows:
In 2016, the application of our policies on Health and Safety issues had significant outcomes. We indicatively mention that:
IKEA stores are assessing with greater emphasis the corresponding risks and the increased possibility of having such an event due to the high number of visitors, the multitude, the extent and the diversity of the facilities. All these take place without downgrading our interest for all other facilities of the Group regarding Health and Safety of customers and all counterparties.
High quality in customer service is achieved through INDUCTION programs, constant guidance and training, as well as related educational programs, constructive feedback, annual appraisals and constant meetings and «Mystery Shopping» survey, carried out by a partner company.
Policies and procedures for better customer service and satisfaction, besides constant training in customer service and use and operation of goods, also include ordinary meetings of all those included in customer service, constructive feedback, assessments of customers' complaints and periodic assessments of employees.
Aiming at the best possible evaluation of our customer service policies and seeking to maintain a constant engagement with our customers and their needs, we regularly carry out:
We provide information and labeling regarding potential problems or health impacts, hazardous substances, cases where a product must be used only by adults, dimensions, as well as product manufacturing information, etc. It is also worth mentioning that we provide a perennial product guarantee, which in some cases reaches 25 years, while we adhere to and apply a product withdrawal policy. If necessary, and depending on the importance of the incident, the withdrawal case is publicly disclosed.
In cases of defective products, the company immediately proceeds to their withdrawal and repair and initiates all the necessary procedures in order to inform all the pertinent institutions, the consumers' associations and the general consumer public via special press releases.
For assessing the brand image and the IKEA communication and marketing policies we use the Brand Capital Survey. This is an annual survey conducted in the areas where the stores are located and records the public's opinion on the quality and variety of products, prices, corporate image, in-store services and the IKEA catalogue.
For assessing the brand image and the INTERSPORT communication and marketing policies we use GFK's Brand Vivo. It is an annual survey conducted electronically with the participation of around 1,000 online users and illustrates the public's opinion on INTERSPORT's corporate brand.
In the context of our approach to corporate responsibility, we identify and prioritize on a regular basis the employee matters that are linked to our activities and may cause negative impacts to our stakeholders as well as to Sustainable Development in general at a national level.
Taking into consideration the above, we intensively monitor the impacts of our activities in relation to the issues of:
The way we manage these risks is presented in the following sections.
When any of our companies require new job positions, those are readily covered either by an internal transfer/promotion of employees (through the Open Resourcing Policy), or by a direct transfer/promotion of an employee (for Executives), or by a new recruit.
The main pillars of our Policy on employee recruitment and professional development of our Human Resources, are:
Since 2008, we have adopted an new Efficiency and Development Appraisal System for all employees of our Group, so as to ensure that the appraisal procedure is clear.
At the FOURLIS Group we believe that the employees' need for training is continuous and increasing, as the competition and the current market requirements are constantly generating new vocational training and education needs. For this reason, the training of each Group's employee begins upon his/her recruitment. The first training program for all employees of the Group is an induction program, through which we ensure that our new employees are informed about the Structure of the Group, the Principles, the Code of Conduct and the Internal Operation Regulation of each company.
In 2011, «FOURLIS Learning Academy» was created and besides all other training programs, the year 2016 the program FOURLIS Retail MBA begun. This program was designed and created in 2015, under the aegis of AUEB and HRBA, with its main target to offer higher level knowledge from University Professors and high level executives of the Market and FOURLIS Group, to an extent of fields that focuses on the management of Rteail trading.
Knowing that the creation of a safe and healthy work environment is our obligation, at the FOURLIS Group we not only follow the relevant clauses of the Greek legislation on labor law, but we also attend to the assessment of possible risks that we may face in the following year and we take the necessary measures in order to prevent any possible accidents.
An important priority of ours is to safeguard compliance with the Health and Safety Policy by the conduction of intensive inspections by safety technicians, throughout the Group's company's
facilities and by having the safety technician conduct an occupational risk assessment study. At the FOURLIS Group, as a minimum prerequisite, we comply with the requirements of the Greek legislation and the "ILO Code of Practice on Recording and Notification of Occupational Accidents and Diseases". We also invest in the constant and regular training of all employees, so that they can respond to emergencies affecting both their and our clients' safety. Especially in the IKEA stores we have created internal Safety, Fire Protection and First Aid teams.
For the FOURLIS Group, internal communication is a priority for our proper operation, with significant impacts on all of the Group's subsidiaries. For this reason, we make sure to inform and engage our People in the Group's initiatives, while at the same time, we provide them with the opportunity to communicate with each other, regardless of their level of seniority.
On 31/12/2016, the FOURLIS Group's total number of employees was 3.904 out of which 2.049 (52%) are women. Women possess the 33% in manager/supervisors positions of the Group. It is worth mentioned that equal opportunities for development in administrative positions between men and women have been secured.
The EF ZIN (WELL BEING) program was launched by the Social Responsibility Department in 2010 with the main objective to inform employees on health and well-being issues and to encourage them to adopt a healthier lifestyle. In the context of this program, some of the most important actions that took place in 2016 included an annual preventive medical examination for all the FOURLIS Group's employees at the Group companies' premises and sports tournaments.
As a result of our overall management approach, in the latest Employee Insight Survey conducted in 2016, the area with the highest satisfaction rate from our employees is Security.
The management of internal communication is realized through a number of activities and tools. Besides internal online communication and mmetings, conventions, scheduled or not, we indicatively mention: Information related to the activities of INTERSPORT and its new products, via a new newspaper (newsletter), a new communication tool called "Yammer" which connects facilities, operational segments, activities or interests teams among all companies of the Group. In the internal communication apart from daily labor issues, the results of institutions regarding employees reward and support such as Year in Service Award, Scholarship program for our employees' children and Awarding honor students.
In the context of the ongoing improvement of our internal communication, we aim at periodically evaluating our efforts, through an Employee Insight Survey. In February 2016, a new Employee Insight Survey was conducted. Through the survey's results, areas for action and further improvement for the Group were highlighted and since October of the same year respective actions were initiated and will be gradually implemented until 2018.
In the context of our approach to corporate responsibility, we identify and prioritize on a regular basis the Human Rights matters that are linked to our activities and may cause negative impacts to our stakeholders as well as to Sustainable Development in general at a national level.
Taking into consideration the above, we intensively monitor the impacts of our activities in relation to the issues of:
The way we manage these risks is presented in the following sections.
Through our participation in the UN Global Compact, we commit to uphold the relevant Principles. More specifically, we advocate for the freedom of association, the abolishment of child and forced or compulsory labor and discrimination in the workplace. At the FOURLIS Group, we approach the issues of respect and protection of Human Rights in a systematic way, through the policies we adopt and the initiatives we undertake.
The main pillars of this effort are:
Employee training on Health and Safety Issues includes the training of security personnel on Human Rights issues. At the same time, all Group employees have signed, depending on their position in the corporate hierarchy, the analytical or concise version of the Code of Conduct.
The Code of Conduct Line of the Group is available 24 hours a day and anyone may call the Line in order to report any concerns related to Code of Conduct violations or non-compliance with the valid legislation. For the period 1/1-31/12/2016 three (3) cases from a Group's company employees were recorded via the telephone line and email of the Code of Conduct. These reports were communicated to the Internal Audit Department and after being evaluated, they were sent to the appropriate Departments and to the Group's Human Resource Department in order for the appropriate measures to be taken, not only for dealing with these specific behaviors but also for preventing similar incidents in the future. None of these reports was related to incidents of Human Rights violations.
In the context of our approach to corporate responsibility, we identify and prioritize on a regular basis the anti-corruption and bribery matters that are linked to our activities and may cause negative impacts to our stakeholders as well as to Sustainable Development in general at a national level. Taking into consideration the above, we intensively monitor the impacts of our activities in relation to the issues of:
usage restriction of privileged information for transaction purposes
The way we manage these risks is presented in the following sections.
Our approach involves the implementation and constitution of:
In compliance to the implementation of the Procedure of information of the Senior Management and Internal Audit Management, in all Companies of the Group, for the period 1/1 – 31/12/2016 we had eight (8) reports of fraud incidents of minor extent committed by employees or with their participation. These cases were traced in time from the safety nets. None of the aforementioned reports was related to corruption or bribery.
In the context of our approach to corporate responsibility, we identify and prioritize on a regular basis the environmental matters that are linked to our activities and may cause negative impacts to our stakeholders as well as to Sustainable Development in general at a national level.
Taking into consideration the above, we intensively monitor the impacts of our activities in relation to the issues of:
The way we manage these risks is presented in the following sections.
We regularly monitor the impacts of our operations and we implement a number of voluntary actions and interventions aiming to the reduction of our environmental footprint, to the saving of natural resources and to the raising of the awareness of employees and the public regarding the protection of the environment and the adaption of a responsible lifestyle. The annual results of the practices we implement are communicated in the FOURLIS Group's annual Social Responsibility Report, as well as in the FOURLIS Group's Communication on Progress Report, regarding the adherence to the ten Principles of the UN Global Compact.
IKEA ensures to widen annually the production and disposal of eco-friendly products, such as: The MÄSTERBY step stool, made by 100% recycled plastic, The MARIUS stool, made by 40% recycled steel, The BJÖRNÅN shower curtain, made by 100% recycled polyester, The IKEA mirrors which are 100% lead-free. Moreover The IKEA electrical appliances assessed as energy class A, A + or A ++ and LED lamps and lighting fixtures that include LED lamps which use 85% less energy.
Data in facilities that we are in position of monitoring regard:
As Related parties are considered the Company, the subsidiary companies, the associate companies and joint ventures, the Management and the first line managers and their connected individuals and legal entities (IAS 24). 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 for
| the period 31/12/2016 and 31/12/2015 is analysed as follows (all amounts in th. euros): |
|---|
| ----------------------------------------------------------------------------------------- |
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | ||
|---|---|---|---|---|---|
| Receivables from: FOURLIS TRADE SA | $\mathbf 0$ | 0 | $\mathbf 0$ | 6 | |
| HOUSE MARKET SA | 0 | 0 | 8.500 | $\mathbf 0$ | |
| INTERSPORT SA | $\mathbf 0$ | $\mathbf{0}$ | 508 | 606 | |
| TRADE LOGISTICS SA | $\mathbf 0$ | $\mathbf{0}$ | 29 | 13 | |
| GENCO BULGARIA | 0 | $\mathbf{0}$ | 22 | 16 | |
| INTERSPORT (CYPRUS) LTD | 0 | $\mathbf{0}$ | 8 | 3 | |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | $\Omega$ | 17 | 14 | |
| SPEEDEX SA | 0 | $\overline{7}$ | $\mathbf{0}$ | $\overline{7}$ | |
| RENTIS SA | $\mathbf 0$ | $\mathbf{0}$ | $\overline{2}$ | $\overline{2}$ | |
| HOUSE MARKET BULGARIA AD | 0 | 0 | 91 | 25 | |
| GENCO TRADE SRL | 0 | $\mathbf{0}$ | 73 | $\overline{4}$ | |
| SERVICE ONE SA | 0 | $\mathbf{0}$ | $\mathbf 0$ | 11 | |
| INTERSPORT ATLETIK | $\mathbf 0$ | 0 | 193 | 14 | |
| TRADE STATUS SA | 135 | 160 | 135 | 157 | |
| Total | 136 | 167 | 9.579 | 877 | |
| Payables to: | HOUSE MARKET SA | 0 | 0 | 926 | 125 |
| INTERSPORT SA | 0 | 0 | 96 | 0 | |
| TRADE LOGISTICS SA | $\mathbf 0$ | $\mathbf 0$ | 8 | $\mathbf{1}$ | |
| GENCO BULGARIA | 0 | 0 | 10 | 0 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 9 | 0 | |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 38 | 0 | |
| SPEEDEX SA | 181 | 137 | 15 | 1 | |
| HOUSE MARKET BULGARIA AD | $\mathbf 0$ | $\mathbf 0$ | 46 | 0 | |
| GENCO TRADE SRL | $\mathbf 0$ | 0 | 49 | $\mathbf 0$ | |
| SERVICE ONE SA | 35 | 0 | $\mathbf 0$ | 0 | |
| INTERSPORT ATLETIK | 0 | 0 | 26 | 0 | |
| TRADE STATUS SA | $\overline{4}$ | $\mathbf{1}$ | 3 | 0 | |
| Management Members | 29 | 42 | 29 | 0 | |
| Total | 249 | 180 | 1.255 | 127 |
Third Parties transactions for the period 1/1 to 31/12/2016 and for the period 1/1 to 31/12/2015 are analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | 127 | 111 | 3.950 | 3.986 |
| Other operating income | 41 | 65 | 1.048 | 746 |
| Total | 168 | 176 | 4.998 | 4.732 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Administrative expenses | 287 | 79 | 15 | 5 |
| Distribution expenses | 724 | 308 | 0 | |
| Total | 1.011 | 387 | 15 | 5 |
During the years 2016 and 2015 the following transactions have been applied among FOURLIS HOLDINGS SA and the subsidiaries of the Group:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | 29.005 | 24.724 | 3.839 | 3.884 |
| Cost of Sales | 22.800 | 19.364 | 3.686 | 3.460 |
| Other Income | 2.110 | 1.984 | 804 | 725 |
| Administrative expenses | 4.590 | 4.682 | 9 | 12 |
| Distribution expenses | 3.520 | 2.598 | $\circ$ | $\circ$ |
| Other operating expenses | 18 | 7 | $\circ$ | $\circ$ |
| Dividends | 12.500 | 469 | 8.500 | $\circ$ |
| GROUP | COMPANY | |||
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Trade receivables | 19.463 | 8.769 | 9.444 | 702 |
| Inventory | 310 | 272 | $\circ$ | $\circ$ |
| Creditors | 16.963 | 6.368 | 1.208 | 126 |
The total number of employees of the Group as at 31, December 2016 and 31, December 2015 was 3.904 and 3.760 respectively. The total number of employees of the Company for the same reporting periods set above was at 88 and 86 respectively.
During periods 1/1 – 31/12/2016 and 1/1 – 31/12/2015, transactions and fees with the management members were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Transactions and fees of management members |
2.610 | 2.658 | 525 | 488 |
On 31/12/2016, the Company does not hold treasury shares. It is noted that, following the resolution of the ordinary General Assembly of the shareholders on 17/6/2016, a treasury shares purchase
program has been established until the number of 2.549.616 shares (5% of the paid share capital) which is in force until 17/6/2018.
The Company's share capital amounts to euros 54.923.538,70 and consists of 51.330.410 nominal shares with a nominal value of euro 1,07 each (31/12/2015: 50.992.322).
All the shares are common nominal shares, listed on Athens Stock Exchange (category: Medium Capitalization). Each share entitles to one vote, with an exception of the number of own shares that do not have the right to 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 Incorporation.
On 31/12/2016, the following shareholders owned more than 5% of the voting shares of the Company:
The Company does not have any preference shares.
There are no restrictions to voting rights arising from the Company's Articles of Incorporation.
The Company is not aware of any Shareholder agreements resulting in restrictions to transfer of shares or to their voting rights as it is prescribed by the Company's Articles of Incorporation.
g. Rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Incorporation which differ to those prescribed by Codified Law 2190/1920.
The rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Incorporation do not differ to those prescribed by Codified Law 2190/1920.
1) According to Art 13 par 1 (b) of Law 2190/ 1920 and the Art 4 par. 1 of the Articles of Incorporation of the Company, during the first 5 years from the Shareholders General Assembly resolution, 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 and b) Issue Corporate bonds that will be converted to shares for an amount that cannot exceed 1/2 of the paid in share capital. In this case the provisions of paragraphs 2, 3 and 4 of article 3a of Law 2190/ 1920 are implemented. The Share Capital increases according to the above do not constitute an amendment of the Articles of Incorporation. The aforementioned General Assembly decision has to be published in accordance with Article 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 case that the Reserves exceed 1/4 of the paid in capital then for a Share Capital increase a decision of the Shareholders General Assembly is obligatory along with an amendment of the corresponding article of Articles of Incorporation. 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 Repeated General 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 1/2 of the paid in capital representatives are physically present.
In 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 share capital representatives are physically present.
These decisions of the General Assembly of shareholders are considered by a majority of two thirds (2/3) of the votes represented therein.
2) The A' Repeated Annual General Assembly of shareholders of" 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, implemented a 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, certificates of right to obtain 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 Articles of Incorporation. The Board of Directors during the last months of the fiscal year within which capital increases occurred, as determined above, must adjust, with its decision, the article of Incorporation on the capital, so as to predict the amount of capital, as shown after these increases, made public in compliance with Article 7b.
More details regarding the issue of new shares for the period 1/1 – 31/12/2016 are mentioned above, in the Report of the Board of Directors in paragraph 6 Stock Option Plan.
3) The Extraordinary Annual General Assembly of shareholders of " FOURLIS Holdings SA " of 27/9/2013, 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, decided the implementation of a stock option plan - 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, certificates of right to obtain 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 articles of Incorporation. The Board of Directors during the last month of the fiscal year within which capital increases occurred, as determined above, must adjust, with its decision, the article of Incorporation on the capital, so as to predict the amount of capital, as shown after these increases, made public in compliance with Article 7b.
Under the context of the implementation of the aforementioned Program, within the year 2016, 338.088 options were exercised (hereinafter "the Options"). Following the resolution of the Board of Directors of 22/12/2016 (relative minutes of the BoD with number 379/22.12.2016), the exercise of the aforementioned options by their beneficiaries was certified by payment of the defined underlying value of the new shares, which according to the provisions of the Program of 27/9/2013, amounts to € 3,40 per share, namely the payment of the total amount of € 1.149.499,20 and an equal number of new common nominal shares, namely 338.088, were issued and delivered towards their relevant beneficiaries of the Program, of nominal value € 1,07 per share. The share capital of the Company was increased by the amount of € 361.754,16, which reflects to the nominal value of the new shares. Consequently to the exercise of the aforementioned Options by payment of the defined underlying value of the new shares, namely € 3,40 per share, the share premium reserve increased by the amount of € 787.745,04.
i. Significant agreements that the issuer has entered into, which come into force, are
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 of the Company declares 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 28/2/2011) to voluntarily comply with the Greek Code of Corporate Governance that was drafted at the initiative of SEV for Listed Companies and was later modified for the first time by the Greek Council of Corporate Governance (GCCG) on 28/06/2013. GCCG was founded in 2012 and is the outcome of the collaboration between Greek Exchanges and SEV. Its purpose is to monitor the implementation of the Greek Code of Corporate Governance from greek companies and generally to operate as a specialized body for the expansion of the principles of the corporate governance and the incessant growth of Greek market's credibility among international and domestic investors.
The GCCG is a member of the European Corporate Codes Network and expert contributor of World Bank for the exhibition Doing Business for the indicator Protecting Investors (www.doingbusiness.org). The composition of the 15-member Board, as well as of the Committees and Working Groups of GCCG follows the principle of diversity. Specialists from Greece and abroad participate from different segments such as: audit, investment, business, supervision, legal, consulting, banking and stock market.
In the composition of the 15-member of the GCCG the Chairman of the BoD of the Company participates while executives of the Group participate in the Committees and Working Groups of the GCCG. The Greek Code of Corporate Governance is posted on the websites of the Greek Council of Corporate Government at: http://www.esed.org.gr.
The purpose of Greek Code of Corporate Governance is the constant improvement of the greek
institutional framework and general business environment, as well as the increase of investors' confidence not only towards the sum of listed companies but also each one of them and the broadening of attraction horizons of investment capitals.
The Corporate Governance Greek Code contains two types of provisions: "general principles", which are addressed to all companies, listed or not and "special practices" which only refer to listed companies. The purpose of General principles is to provide a general framework within which principles can be addressed and more issues of corporate governance can be resolved, either of a listed company or not. Each principle is followed by one or more specific practices that further develop the general principles and guide their implementation within the regulatory and ownership structure of listed companies. The Code follows the approach of compliance or explanation and has the following demands of the listed companies which chose to implement it: the disclosure of their intention and either their compliance with all the specific practices of the Code or their explanation of the reasons leading them not to comply with these specific practices.
The general principles of the Code cover the following topics:
Whenever Greek Corporate Governance Code refers to existing, mandatory legal rules present tense is used to distinguish these requirements from the voluntary practices of the code.
Indicative, the following Corporate Governance practices applied by the Company and exceed the current provisions of the Law (Law 3016/2002, Law 3693/2008 ar. 37, Law 4403/2016 ar. 2, Law 4497/2017 ar. 44 and Law 2190/1920):
The Board of Directors consists of seven (7) to fifteen (15) Board Members. The BOD should comprise a majority of non-executive members (including independent non-executive members)
and at least two (2) executive members. At least one third (1/3) of the Board Members consists of independent non - executive members, who are free of material conflict of interest with the company and do not have any close ties with the management, controlling shareholders or the company.
The Company has developed and implements a process for issuing the financial statements (consolidated and separate) 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 the 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 Takeover Bids or Business Combination took place.
e) Information about the General Shareholders Assembly, mode of operation, description of the rights of the shareholders and how these can be exercised
The convocation of General Assembly of Shareholders of the Company is in accordance with the Law 2190/ 1920, as in force.
Regarding the operating method of the General Assembly, the Company follows the practices mentioned below:
the proposals. The Explanatory Note is also available in hard copy in Company's Head Office and is distributed to the Shareholders entering in the General Assembly.
Ensuring that each shareholder is able to participate at the General Assembly either by wording their views or by submitting their questions.
The Company, according Law 3884/ 2010, in its first adaption at the convocation of the Annual General Assembly of 2011, takes all measures for the consistent process and to ensure the Shareholders rights.
The responsibilities of the General Assembly are mentioned in the Extract of the Article of Incorporation of the Company which is posted on its website: http://www.fourlis.gr
f) Composition and functioning of the Board and any other administrative, management or supervisory bodies or committees of the company
The Board, its independent members and all members of Audit Committee, are elected by the Annual General Assembly of shareholders held on 15/6/2012. The term of Board members in accordance with the articles of Incorporation and of members of Audit Committee, ends during the first half of 2017, when the Ordinary General Assembly of Shareholders will elect new Board.
According to the 374/23-5-2016 resolution of the Board of Directors, Mr David Watson was elected as an independent non executive member of the Board, replacing Mr Ioannis K. Papaioannou resigned independent non-executive member of the Board of Directors, for the remaining term of the resigned person. The aforementioned election was approved by the General Assembly of the shareholders of the Company on 17/6/2016.
After the aforementioned replacement the new BoD was constituted as follows:
| Chairman, Executive Member, Member of Nomination and Remuneration Committee |
Vassilis S. Fourlis |
|---|---|
| Vice – Chairman, Executive Member, Member of Nomination and Remuneration Committee |
Dafni A. Fourlis |
| Independent Vice – Chairman, Independent Non – Executive Member, Member of Nomination and Remuneration Committee |
Eftichios Th. Vassilakis |
| CEO, Executive Member | Apostolos D. Petalas |
| Director, Executive Member, Corporate Social Responsibility Director | Lida S. Fourlis |
| Director, Non – Executive Member, Audit Committee Head | Ioannis Ev. Brebos |
| Director, Independent Non - Executive Member, Member of Nomination and Remuneration Committee |
Pavlos K. Triposkiadis |
| Director, Independent Non – Executive Member, Member of Audit Committee |
David A. Watson |
Director, Independent Non – Executive Member, Member of Nomination and Remuneration Committee Ioannis A. Kostopoulos
Short CV's of the members of the Board of Directors as well as of the Company's Secretary Mr Ioannis Zakopoulos are presented on the Company's website: (http://www.fourlis.gr)
The Articles of Incorporation of the Company provide for the Board of Directors to be composed of 3 to 9 members. The Company has elected its Board with the maximum permitted number of Directors to ensure the diversity of gender, age, knowledge, qualification and experience serving the objectives of the Company as well as the balance between executive and non-executive members.
The main responsibilities of the Board of Directors include:
Approving equal opportunities and diversity policy, including gender balance between board members.
Company's policy of equal opportunities and diversity is posted on its website (http://www.fourlis.gr) and briefly includes the following:
FOURLIS Group is committed to provide equal opportunities for all employees and qualified applicants for employment, at all levels of hierarchy, regardless of race, color, religion, national origin, gender, sexual orientation, age, disability, marital status, or any other characteristic protected by law. FOURLIS Group expressly prohibits any discrimination or harassment based on these factors.
Affirmative action will be taken to ensure that all employment decisions, including but not limited to those involving recruitment, hiring, promotion, training, compensation, benefits, transfer, discipline, and discharge, are free from unlawful discrimination.
The Group encourages a safe and healthy work environment, free from discrimination, harassment and retaliation. All employment-related decisions are based on an individual qualification, performance and behavior, or other legitimate business considerations.
FOURLIS Group will provide reasonable accommodation to otherwise qualified employees with a disability consistent with the law. What constitutes a reasonable accommodation depends on the circumstances and thus will be addressed by the Group on a case-by-case basis.
With a view to achieving a sustainable and balanced development, the Group sees increasing diversity at the Board & Executive Officers level as an essential element in supporting attainment of its strategic objectives and its sustainable development.
Certain minimum qualifications for Board members & Executive Officers candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation to the Board and its committees. Candidates should possess individual skills, experience and demonstrated abilities that help meet the current needs to the Group.
Board & Executive Officers' diversity is based on a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service.
All Board & Executive Officers appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.
Below, data on the proportion of each gender and age of Board members and Senior Executives are presented:
| Board of Directors | HC Total | % |
|---|---|---|
| Male | 7 | 78% |
| Female | 2 | 22% |
| Grand Total | 9 | 100% |
The age range of the members of the BoD varies from 49 to 76 years old.
| Executive Officers | HC Total | % |
|---|---|---|
| Male | 25 | 81% |
| Female | 6 | 19% |
| Grand Total | 31 | 100% |
The age range of the Executive Officers varies from 40 to 62 years old.
The policy of conducting transactions between subsidiaries of the Company and related parties aims at the timely information of the desired transaction and approval obtaining before its implementation. The policy applies to all new transactions exceeding the amount of € 20.000 per type of transaction annually. In case of existing transactions, approval is required for substantial modification of contract terms in force (new customer, new transaction, expansion of the duration, credit terms amendment, pricing conditions amendment etc).
The Board shall meet with the necessary frequency so as to effectively perform its duties. At the beginning of each calendar year, the Board adopts a meeting agenda and a 12-plan action plan, which may be revised depending on the needs of the Company.
The evaluation of the Board and its Committees takes place annually through questionnaires completed by the members of the Board, which are then processed by the Company's Secretary and presented to the Board at its November meeting.
The policy and principles of the Company regarding the form of executive board members' remuneration as well as the method of calculation of board members' variable remuneration, including quantitative and qualitative criteria taken into consideration, are summarized as follows:
Compensation is a fundamental component of employment and one of the most critical HR management policies. With the term "Compensation" we intend: base salary, bonus or incentive plans (if the position is eligible to such incentives) and benefits.
FOURLIS Group has established and communicates transparent and clear principles by which Executive BoD members, are paid with the aim to ensure fairness and equity. The Compensation Policy of FOURLIS Group is based on objectives and up-to-date job descriptions, effective job evaluation and performance management.
All compensation and benefits are shown in the offer letter and/ or the employment contract; there
are no unlisted, "off-agreement" incentives or benefits allowed. Compensation includes base salary, management upon objectives, stock option plan and other incentives in kind. The Group does not tolerate any form of discrimination, as described in the Group Equal Opportunities and Diversity Policy. All employment-related decisions, including decisions on compensation, are based on an individual qualification, performance and behaviour, or other legitimate business considerations.
FOURLIS Group collaborates with well-known consultancy firms, with international experience, in order to get the appropriate market benchmarking on Compensation & Benefits trends and establish its own salary range. The market benchmarking is conducted once a year to ensure that the Group policy is in line with the employment market practices for each targeted position within that market, as well as to ensure internal equity.
FOURLIS Group Compensation policy has established the criteria for new hires/ existing Executive BoD Members placement on the salary range. The criteria include the new hires/ existing Executive BoD Members experience and specific skill sets related to the position.
In order to ensure fair and equitable compensation practices, FOURLIS Group has clearly established, communicate and apply decision-making criteria for salary increases. Decisions on salary increases are based on cost of living and performance (merit).
As a guideline for management, the performance ratings should normally follow a typical distribution (gauss/bell curve), depending on the maturity of each FOURLIS Group Company. The Group HR Function provides the appropriate distribution to the Group Companies. The typical distribution guideline is recommended in order to fairly apply the performance system to all individuals and to maintain the approved company budget. Merit increase pay out may change from year to year and are determined by how successful the Group Companies have been as a profit making business.
Salary reviews are conducted annually in conjunction with performance reviews.
The Management by Objectives is an optional reward, decided annually and is awarded each time by the decision of the Group Management, which chooses its level, size and way of implementation.
Under this decision, the program "Management by Objectives" (MBO) is based on Group, Company and/ or Personal (departmental) Objectives, which will be accomplished during each year.
The MBO program is designed to strengthen our Group's strategy, support the view that we should reward contribution, and is targeted on:
Stock Oprion Plans are approved by the General Assembly of the Shareholders of the Company and aim, to attract, maintain and motivate the Executive BoD Members, since through this program, the participants derive direct interest as shareholders of the company and they will connect their performance with the future performance of the Company, as this is mirrored to the share price increase.
The FOURLIS Group following the market trends, in order to further motivate its Executives BoD Members has in place a benefit in kind policy which includes: health and life insurance plan, pension scheme, company car as well as some other minor benefits.
The remuneration of the Board of Directors is approved by the Annual General Assembly of shareholders.
The functioning of the Board of Directors is detailed in the Board Internal Regulation. The Board Internal Regulation contains the following sections:
The function of the Board is supported by two committees: the Audit Committee and the Nomination and Remuneration Committee.
The Audit Committee is appointed by the General Assembly of shareholders (Article 37 of Law
3693/2008). The main responsibilities of the Audit Committee are the following:
The function of the Audit Committee is detailed in the Corporate Governance Code and the Audit Committee Charter approved by the Board and posted on the website of the Company (http://www.fourlis.gr). The Audit Committee since its inception (early 2003) and by the end of 2016 held 55 meetings. Each regular meeting of the year 2016 was attended by Executives of the Financial Department of the Company and by the external auditors of the company. The minutes of the Audit Committee are distributed and approved in the next meeting of the BoD.
The main responsibility of the Nomination and Remuneration Committee is to lead the procedure of submission of nominations for the election of Board and submits proposals to the Board of Directors their remuneration. The annual ordinary meeting of the Nomination and Remuneration Committee is held in October of every year before the configuration of budget of the next year. The minutes of the Nomination and Remuneration Committee are distributed and approved in the next meeting of the BoD.
The Nomination and Remuneration Committee is responsible for:
Reviewing and proposing to the Board of Directors (and, via the Board of Directors, the General Assembly of shareholders, when required) on the stock option and/ or share award programs.
Proposing targets for performance related compensation or targets related to stock-options or granting of shares.
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 complies with the Greek Code of Corporate Governance with minor deviations that are presented and explained in the following table.
| Greek Code of Corporate Governance (first modification June 2013) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Greek Code |
|---|---|
| Board members must be elected by shareholders at a maximum term of four (4) years (specific practice 5.1 Nomination of Board Members) |
An amendment on Articles of Incorporation is required, which is a decision of the General Assembly. It will be proposed as a change by the termination of the term of the members of the current Board of Directors. |
| 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 |
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 ended to the use of questionnaires completed by the members of the Board, which will be processed by the company's Secretary and presented annually to the Board during the last meeting of the |
| Greek Code of Corporate Governance (first modification June 2013) |
Explanation/ Justification of deviations from special practices of the Corporate Governance Greek Code |
|---|---|
| should be led by the independent Vice - Chairman, if appointed, or by another non - executive Board member (specific practice 7.1, Board evaluation). |
year. |
| The non - executive Board members should convene periodically without the executive members in order to evaluate the latter performance and discuss their remuneration (specific practice 7.2, Board evaluation). |
|
| If stock options are granted, they shouldn't mature in less than three (3) years from grant date (special practice 1.2, Level and structure of remuneration). |
The stock option plan (SOP program) in force, provides maturity to stock options in less than three (3) years from grant date. In case of a new SOP program, there will be a revision of this specific special practice. |
| 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 practice 1.3, Level and structure of remuneration). |
The existing contracts of the Company do not include this term, but a specific reference has been made to the last revision of the Code of Conduct distributed to all the employees of the Company. |
This Report, the Annual Financial Statements of the year 2016, the Notes on the Annual Financial Statements along with the Auditors Report, they are published at the Group's web site, address: http://www.fourlis.gr.
Maroussi, March 13th 2017
The Board of Directors
The annual Financial Statements (consolidated and separate) included in pages 47 to 121 are in accordance with the IFRS as applied in the European Union and approved by the Board of Directors of "Fourlis Holdings SA" on 13/3/2017 and are signed by the following:
Chairman of the Board of Directors CEO
Vassilis St. Fourlis ID No. S - 700173 Apostolos D. Petalas ID No. ΑΚ - 021139
Finance Manager Controlling & Planning Chief Accountant
Maria I. Theodoulidou ID No. Τ - 134715
Sotirios I. Mitrou ID No. ΑI – 557890 Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. Chimarras 8B 151 25, Maroussi, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
We have audited the accompanying separate and consolidated financial statements of Fourlis Holdings S.A., which comprise the separate and consolidated statement of financial position as of December 31, 2016, the separate and consolidated income statement, comprehensive income, the statement of changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these separate and consolidated 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 separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with the International Standards of Auditing that have been adopted by the Greek Law (GG/B'/2848/23.10.2012). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether separate and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated 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 separate and consolidated 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 Fourlis Holdings S.A. and its subsidiaries as at December 31, 2016, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union.
Taking into consideration that Management is responsible for the preparation of the Board of Directors' Report and Corporate Governance Statement that is included therein according to the provisions of paragraph 5 article 2 of Law 436/2015 (part B), we note the following:
a) The Board of Directors' Report includes a Corporate Governance Statement that contains the information that is required by article 43bb of Codified Law 2190/1920.
b) In our opinion the Board of Directors' Report has been prepared in accordance with the legal requirements of articles 43a and 107A and paragraph 1 (c and d) of article 43bb of the Codified Law 2190/1920 and the content of the Board of Directors' report is consistent with the accompanying separate and consolidated financial statements for the year ended December 31, 2016.
c) Based on the knowledge we obtained from our audit of Fourlis Holdings S.A. and its environment, we have not identified any material misstatement to the Board of Directors' report.
Athens, March 13, 2017
The Certified Auditor Accountant
SOEL REG. No. 107
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||
|---|---|---|---|
(In thousands of Euro, unless otherwise stated)
| 1/1-31/12/2016 | 1/1-31/12/2016 | 1/1-31/12/2016 | 1/1-31/12/2015 1/1-31/12/2015 1/1-31/12/2015* | ||||
|---|---|---|---|---|---|---|---|
| Note | Continuing Operations |
Discontinued Operations |
Total Operation | Continuing Operations |
Discontinued Operations |
Total Operation | |
| Revenue | 5,29 | 427.829 | 239 | 428.068 | 408.783 | 5.660 | 414.442 |
| Cost of Goods Sold | 5,29 | (245.776) | (307) | (246.083) | (238.701) | (4.648) | (243.348) |
| Gross Profit | 182.053 | (68) | 181.985 | 170.082 | 1.012 | 171.094 | |
| Other operating income | 6,29 | 4.145 | 676 | 4.821 | 3.518 | 289 | 3.807 |
| Distribution expenses | 6,29 | (140.424) | (928) | (141.352) | (132.236) | (2.844) | (135.080) |
| Administrative expenses | 6,29 | (20.698) | 453 | (20.245) | (18.128) | (1.427) | (19.555) |
| Other operating expenses | 6,29 | (550) | (248) | (798) | (834) | (164) | (998) |
| Operating Profit / (Loss) | 24.525 | (115) | 24.411 | 22.401 | (3.133) | 19.268 | |
| Total finance cost | 6,29 | (15.523) | (2) | (15.525) | (14.688) | (268) | (14.957) |
| Total finance income | 6,29 | 586 | $\mathbf{0}$ | 586 | 1.055 | 11 | 1.066 |
| Contribution associate companies losses | 10 | (1.777) | 0 | (1.777) | (2.391) | 0 | (2.391) |
| Contribution to losses of subsidiary sale | 10 | $\mathbf{0}$ | 0 | 0 | 0 | (469) | (469) |
| Profit / (Loss) before Tax | 7.812 | (117) | 7.695 | 6.377 | (3.860) | 2.517 | |
| Income tax | 23 | (1.289) | (397) | (1.686) | (2.760) | 495 | (2.265) |
| Net Income/Loss (A) | 6.522 | (513) | 6.009 | 3.617 | (3.365) | 253 | |
| Attributable to: | |||||||
| Equity holders of the parent | 6.522 | (513) | 6.009 | 3.617 | (3.364) | 253 | |
| Net Income/Loss (A) | 6.522 | (513) | 6.009 | 3.617 | (3.365) | 253 | |
| Basic (Losses)/Earnings per Share (in Euro) |
24 | 0,1271 | (0,0100) | 0,1171 | 0,0709 | (0,0660) | 0,0050 |
| Diluted (Losses)/Earnings per Share (in Euro) |
24 | 0,1244 | (0,0098) | 0,1146 | 0,0696 | (0,0647) | 0,0049 |
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
(In thousands of Euro, unless otherwise stated)
Group
| Note | 1/1-31/12/2016 Continuing Operations |
1/1-31/12/2016 Discontinued Operations |
1/1-31/12/2016 Total Operation |
1/1-31/12/2015* Continuing Operations |
1/1-31/12/2015* Discontinued Operations |
1/1-31/12/2015* Total Operation |
|
|---|---|---|---|---|---|---|---|
| 6,522 | 6,009 | 3.617 | |||||
| Net Income/Loss (A) Other comprehensive income/(expenses) Other comprehensive income transferred to the income statement |
(513) | (3.365) | 253 | ||||
| Valuation of financial assets available for sale | 468 | 0 | 468 | (264) | 0 | (264) | |
| Foreign currency translation from foreign operations |
(1.287) | 3 | (1.284) | (1.528) | 88 | (1.440) | |
| Effective portion of changes in fair value of cash flow hedges |
20 | (178) | 0 | (178) | 29 | 0 | 29 |
| Total Other comprehensive income transferred to the income statement |
(996) | 3 | (993) | (1.762) | 88 | (1.675) | |
| Other comprehensive income not transferred to the income statement |
|||||||
| Actuarial gain/losses on defined benefit pension plans |
19 | (416) | 0 | (416) | 150 | $\pmb{0}$ | 150 |
| Total Other comprehensive income not transferred to the income statement |
(416) | 0 | (416) | 150 | 0 | 150 | |
| Comprehensive Income/Losses after Tax (B) | (1.412) | 3 | (1.410) | (1.612) | 88 | (1.525) | |
| Total Comprehensive Income/(Losses) after tax (A)+(B) | 5.110 | (511) | 4.599 | 2.005 | (3.277) | (1.272) | |
| Attributable to: | |||||||
| Equity holders of the parent | 5.110 | (511) | 4.599 | 2.005 | (3.277) | (1.272) | |
| Total Comprehensive Income/(Losses) after tax $(A)+(B)$ |
5.110 | (511) | 4.599 | 2.005 | (3.277) | (1.272) |
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
(In thousands of Euro, unless otherwise stated)
| COMPANY | |||
|---|---|---|---|
| Note | 1/1 – 31/12/2016 | 1/1 – 31/12/2015 | |
(In thousands of Euro, unless otherwise stated)
| COMPANY | ||
|---|---|---|
| Note | 1/1 – 31/12/2016 | 1/1 – 31/12/2015 |
(In thousands of Euro, unless otherwise stated)
Group
| Share Capital | Share premium reserve |
Reserves | Revaluation Reserves |
Foreign currency translation from foreign operations |
Retained earnings / (Accumulated losses) |
Total | Non controlling interest |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1.1. 2015 | 54.562 | 11.385 | 34.459 | 753 | (2.840) | 60.114 | 158.433 | 0 | 158.433 |
| Total comprehensive income/(loss) for the period | 0 | ||||||||
| Profit or loss | 0 | 0 | 0 | 0 | 0 | 253 | 253 | 0 | 253 |
| Foreign currency translation from foreign operations | 0 | 0 | 0 | 0 | (1.440) | 0 | (1.440) | 0 | (1.440) |
| Effective portion of changes in fair value of cash flow hedges | 0 | 0 | 29 | 0 | 0 | 0 | 29 | 0 | 29 |
| Actuarial gains (losses) on defined benefit pension plan | 0 | 0 | 0 | 0 | 150 | 150 | 0 | 150 | |
| Valuation of financial assets available for sale | 0 | 0 | (264) | 0 | 0 | 0 | (264) | 0 | (264) |
| Total other comprehensive income/loss | 0 | 0 | (235) | 0 | (1.440) | 403 | (1.272) | 0 | (1.272) |
| Total comprehensive income/loss for the period after taxes |
0 | 0 | (235) | 0 | (1.440) | 403 | (1.272) | 0 | (1.272) |
| Transactions with shareholders, recorded directly in equity | |||||||||
| SOP Reserve | 0 | 0 | 845 | 0 | 0 | (339) | 506 | 0 | 506 |
| Negative Net Equity of non Consolidated Entities | 0 | (10) | (56) | 0 | 0 | 45 | (21) | 0 | (21) |
| Reserves | 0 | 0 | 191 | (31) | 0 | (191) | (31) | 0 | (31) |
| Total transactions with shareholders | 0 | (10) | 980 | (31) | 0 | (485) | 454 | 0 | 454 |
| Balance at 31.12. 2015 | 54.562 | 11.375 | 35.204 | 722 | (4.280) | 60.033 | 157.615 | 0 | 157.615 |
| Balance at 1.1. 2016 | 54.562 | 11.375 | 35.204 | 722 | (4.280) | 60.033 | 157.615 | 0 | 157.615 |
| Total comprehensive income/(loss) for the period | |||||||||
| Profit or loss | 0 | 0 | 0 | 0 | 0 | 6.009 | 6.009 | 0 | 6.009 |
| Foreign currency translation from foreign operations | 0 | 0 | 0 | 0 | (1.289) | 5 | (1.284) | 0 | (1.284) |
| Effective portion of changes in fair value of cash flow hedges | 0 | 0 | (178) | 0 | 0 | 0 | (178) | 0 | (178) |
| Actuarial gains (losses) on defined benefit pension plan | 0 | 0 | 0 | 0 | (416) | (416) | 0 | (416) | |
| Valuation of financial assets available for sale | 0 | 0 | 468 | 0 | 0 | 0 | 468 | 0 | 468 |
| Total other comprehensive income/loss | 0 | 0 | 290 | 0 | (1.289) | (411) | (1.410) | 0 | (1.410) |
| Total comprehensive income/loss for the period after taxes |
0 | 0 | 290 | 0 | (1.289) | 5.598 | 4.599 | 0 | 4.599 |
| Transactions with shareholders, recorded directly in equity | |||||||||
| Share Capital Increase | 362 | 728 | 0 | 0 | 0 | 0 | 1.090 | 0 | 1.090 |
| SOP Reserve | 0 | 0 | 307 | 0 | 0 | 0 | 307 | 0 | 307 |
| Net Income directly booked in the statement movement in Equity | 0 | 320 | 812 | 0 | 0 | (1.138) | (6) | 0 | (6) |
| Total transactions with shareholders | 362 | 1.048 | 1.119 | 0 | 0 | (1.138) | 1.391 | 0 | 1.391 |
| Balance at 31.12. 2016 | 54.924 | 12.423 | 36.613 | 722 | (5.569) | 64.493 | 163.605 | 0 | 163.605 |
(In thousands of Euro, unless otherwise stated)
| Share Capital | Share premium reserve |
Reserves | Retained earnings / (Accumulated losses) |
Total Equity | |
|---|---|---|---|---|---|
| Balance at 1.1. 2015 | 54.562 | 12.046 | 14.374 | 1.071 | 82.054 |
| Total comprehensive income/(loss) for the period | |||||
| Profit or loss | 0 | 0 | 0 | (1.405) | (1.405) |
| Actuarial gains (losses) on defined benefit pension plan | 0 | $\mathbf 0$ | 0 | $\overline{7}$ | 7 |
| Total comprehensive income/loss for the period after taxes |
0 | $\bf{0}$ | 0 | (1.398) | (1.398) |
| Transactions with shareholders, recorded directly in equity | |||||
| SOP Reserve | 0 | $\mathbf 0$ | 505 | 0 | 505 |
| Total transactions with shareholders | 0 | $\bf{0}$ | 505 | $\mathbf{0}$ | 505 |
| Balance at 31.12, 2015 | 54.562 | 12.046 | 14.879 | (327) | 81.161 |
| Balance at 1.1. 2016 | 54.562 | 12.046 | 14.879 | (327) | 81.161 |
| Total comprehensive income/(loss) for the period | |||||
| Profit or loss | $\mathbf 0$ | 0 | $\mathbf{0}$ | 7.150 | 7.150 |
| Actuarial gains (losses) on defined benefit pension plan | $\mathbf 0$ | 0 | $\mathbf{0}$ | (53) | (53) |
| Total comprehensive income/loss for the period after taxes |
0 | 0 | 0 | 7.097 | 7.097 |
| Transactions with shareholders, recorded directly in equity | |||||
| Share Capital Increase | 362 | 784 | $\mathbf{0}$ | 0 | 1.146 |
| SOP Reserve | 0 | 0 | 307 | 0 | 307 |
| Total transactions with shareholders | 362 | 784 | 0 | 0 | 1.146 |
| Balance at 31.12, 2016 | 54.924 | 12.830 | 15.187 | 6.771 | 89.711 |
(In thousands of Euro, unless otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 1/1-31/12/2016 | 1/1-31/12/2015* | 1/1-31/12/2016 | 1/1-31/12/2015 | |
| Operating Activities | |||||
| (Loss)/Profit before taxes Profit before taxes (Discontinued Operations) Adjustments for. |
7.812 (117) |
6.377 (3.860) |
7.243 0 |
(1.430) $\bf{0}$ |
|
| Depreciation / Amortization Income on depreciation in fixed subsidy |
7,9 | 15.199 (226) |
13.258 (236) |
63 0 |
602 $\theta$ |
| Provisions Foreign exchange differences Results (Income, expenses, profit and loss) from investment activity |
564 1.165 1.295 |
818 477 (108) |
63 0 (8.500) |
157 0 $\boldsymbol{0}$ |
|
| Interest Expense Plus/less adj for changes in working capital related to the operating activities: |
12.834 | 13.422 | 2 | $\overline{c}$ | |
| Decrease / (increase) in inventory Decrease / (increase) in trade and other receivables (Decrease) / increase in liabilities (excluding banks) |
(540) (1.776) (244) |
5.640 1.610 (4.482) |
0 (724) 2.073 |
$\boldsymbol{0}$ (84) 217 |
|
| Less: Interest paid Income taxes paid |
(13.688) (2.229) |
(13.845) (3.465) |
(2) (15) |
(2) 3 |
|
| Operating inflow / (outflow) from discontinued operations | 29 | (195) | 11.407 | 0 | $\boldsymbol{0}$ |
| Net cash generated from operations (a) | 19.853 | 27.015 | 203 | (535) | |
| Investing Activities | |||||
| Purchase or Share capital increase of subsidiaries and related companies Purchase of tangible and intangible fixed assets |
7,9 | (1.825) (10.593) |
(7.002) (9.845) |
0 (79) |
0 (26) |
| Proceeds from disposal of tangible and intangible assets | (15) | 21 | 0 | 0 | |
| Addition of other investments | (183) | 0 | 0 | 0 | |
| Proceeds from the sale of other investments | 1.238 | 2.789 | 0 | 0 | |
| Interest Received Investing inflow / (outflow) from discontinued operations |
29 | 147 (8) |
92 214 |
0 O |
$\boldsymbol{0}$ $\boldsymbol{0}$ |
| Total inflow / (outflow) from investing activities (b) | (11.239) | (13.730) | (79) | (26) | |
| Financing Activities | |||||
| Inflow from share capital increase | 1.146 | 0 | 1.146 | 0 | |
| Outflow from share capital increase Proceeds from issued loans |
21 | (56) 83.041 |
0 21.925 |
0 0 |
0 $\theta$ |
| Repayment of loans | (81.631) | (34.004) | $\pmb{0}$ | $\theta$ | |
| Repayment of leasing liabilities | (2.329) | (2.892) | 0 | 0 | |
| Financing inflow / (outflow) from discontinued operations | 29 | 0 | (8.060) | 0 | 0 |
| Total inflow / (outflow) from financing activities (c) | 170 | (23.032) | 1.146 | 0 | |
| Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) Cash and cash equivalents at the beginning of the period |
8.784 24.860 |
(9.747) 34.715 |
1.270 65 |
(561) 626 |
|
| Effect of exchange rate fluctuations on cash held | (28) | (108) | 0 | 0 | |
| Closing halance cash and cash og imalants | 33.616 | 24.860 | 1.335 | 65 |
* The data of the prior comparable periods have been reclassified to be comparable with the figures of corresponding period of 2015 in respect to characterizing continued and discontinued operation (Note 29)
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 S.A. (Government Gazette, AE and EPE issue 618/ 13.6.1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary General Shareholders' Assembly on 10/3/2000, which was approved by decision K2 - 3792/ 25.04.2000 of the Ministry of Development. The Shareholders' General Assembly 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 18-20 Sorou street, Building A Maroussi. It is registered in the Companies Registry of the Ministry of Development with registration number 13110/06/B/86/01 and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company is listed in the Athens Stock Exchange since April 1988.
The Company's term, in accordance with its Articles of Incorporation, was originally set for 30 years. In accordance with a decision of the Extraordinary Assembly 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 3.904 and 3.760 respectively while the total number of employees of the Company on 31/12/2016 was 88 and on 31/12/2015 was 86.
The Company's activities are the investment in domestic and foreign companies of all types, regardless their objectives and type.
The Company also provides general administration financial management and information technology services. The centralization of Group support services for the Group Companies in Greece, mainly in the areas of IT, HR, financial planning and controlling, treasury and social responsibility operated for a whole year, was gradually implemented since 2012, aiming to gain benefits from synergies and to organize central coordination of decision making and implementing. Centralized services are provided according to arm's length principle from FOURLIS HOLDINGS S.A.
The Financial Statements include the Company and its subsidiaries (the Group) as presented below:
| Name | Location | % Holding | Consolidation Method |
|---|---|---|---|
| HOUSEMARKET SA | Athens, Greece | 100,00 | Full |
| INTERSPORT ATHLETICS SA | Athens, Greece | 100,00 | Full |
| TRADE LOGISTICS SA* | Athens, Greece | 100,00 | Full |
| RENTIS SA* | Athens, Greece | 100,00 | Full |
| GENCO TRADE SRL | Bucharest, Romania | 1,57 | Full |
| GENCO TRADE SRL* | Bucharest, Romania | 98,43 | Full |
| GENCO BULGARIA EOOD* | Sofia, Bulgaria | 100,00 | Full |
| HOUSE MARKET BULGARIA AD* | Sofia, Bulgaria | 100,00 | Full |
| HM HOUSEMARKET (CYPRUS) LTD* | Nicosia, Cyprus | 100,00 | Full |
| INTERSPORT ATΗLETICS (CYPRUS) LTD* | Nicosia, Cyprus | 100,00 | Full |
| WYLDES LIMITED LTD* | Nicosia, Cyprus | 100,00 | Full |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş.* |
Istanbul, Turkey | 100,00 | Full |
* 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 |
| SPEEDEX SA | Athens, Greece | 49,55 | Net equity |
| SW SOFIA MALL ENTERPISES LTD* | Cyprus | 50,00 | Net equity |
* Companies in which FOURLIS HOLDINGS S.A. has an indirect participation
The shareholding percentages to the subsidiary companies have changed comparing to the prior year due to the merge through absorption of FOURLIS TRADE SA in which the parent company had a shareholding of 100% from the 100% also subsidiary HOUSEMARKET S.A. The relevant announcement was registered at the GECR with registration code number 868451 on 23/12/2016 and
balancesheet transformation date of the absorbed company 30/6/2016.
During the period 1/1 – 31/12/2016 the following share capital changes were realised:
subsequent issue of 8.710.647 new nominal shares of the Company, of nominal value € 1,00 per share, which were undertaken to their total by the company "FOURLIS HOLDINGS SA", the only shareholder of both merged companies. After the aforementioned increase, the share capital of the Company amounts to € 47.450.647,00, divided into 47.450.647 shares of nominal value € 1,00 per share, totally paid.
Company, the share capital increased by the amount of € 390,00 by issuing 390 shares, of nominal value €1,00 per share. The subsidiary company WYLDES LTD participated in the aforementioned share capital increase by the amount of € 195,00 (plus € 1.814.805.00 as share premim value). Therefore the share capital of the company οn 31/12/2016 amounts to € 9.992,00 divided into 9.992 ordinary shares of nominal value € 1,00 per share, totally paid, while the shareholding of WYLDES LTD in the Company was formed at 49,99% of the paid share capital.
INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş.: Following the resolution of 29/7/2016 of the Extraordinary General Assembly of the shareholders of the Company, an increase in the share capital of the company was implemented of total amount of TL 3.000.000,00, by issuing 7.500.000 new common nominal vote shares, of nominal value TL 0,40 per share. This share capital increase was totally covered by the shareholder INTERSPORT ATHLETICS S.A., in execution of the resolution of the Board of Directors of 4/7/2016. After the aforementioned increase, the share capital of the company amounts to TL 43.612.700,00 divided into 109.031.750 nominal shares of nominal value TL 0,40 per share, totally paid.
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 on December 31 2016, on March 13, 2017. 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 certain data of Assets and Liabilities (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:
determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 19 of the Financial Statements.
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 based on the revised IAS 27 and therefore the following differences are carried forward in certain instances from the previous basis of consolidation:
Acquisitions of non - controlling interests, prior to January 1, 2010, were accounted for using the parent entity extension method, whereby, the difference between the consideration and the book value of the share of net assets acquired were recognised as goodwill.
Losses incurred by the Group were attributed to the non - controlling interest until the balance was reduced to nil. Any further excess losses were attributed to the parent, unless the non controlling interest had a binding obligation to cover these.
Business Combination is a transaction or another event during which an acquirer takes over control of one or more businesses. A Business is a combination of activities and assets that can be leaded and managed in order to return profits directly to its owners.
If the acquired assets do not compose a business, the transaction or any other fact are accounted as an acquisition of an asset and the acquisition cost is allocated among assets and liabilities based on the relative fair values during the acquisition date.
Business Combination is accounted for using acquisition method. 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 acquiree either at fair value or at the proportionate share of the acquiree's identifiable net asset. Acquisition costs are expensed when incurred.
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 from 20% 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 postacquisition 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:
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's 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 nonmonetary 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:
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.
Upon disposal of an item of property, plant and equipment, the difference between the consideration received and the carrying value is recorded as gain or loss in the Income Statement.
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) | 10 - 40 years |
| Buildings on third party land | 10 – 36 years |
| Machinery and equipment | 9 - 10 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 that 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 Income Statement of the period they occur.
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 from 5 to 20 years.
Software licenses are valued at cost less amortization. Amortization is charged on a straight - line basis over the estimated useful lives and the depreciation rate is 15%.
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. In case of software replacement, while the old one is no longer in use, intangible asset is permanently deleted from the Books and the net book value burdens the income statement.
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 in the Statement of Income, 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.
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, represent 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 of those whose maturity extends beyond twelve (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 - to - maturity when the Group has the intent and ability to hold to term to maturity. After initial measurement, held - to - maturity 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 income statement.
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.
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 and discontinued operation are valued at the lower price between carrying amount and fair value less costs to sell. Any possible fair value increase in a subsequent valuation is registered in Profit and loss but for amounts not bigger than the initially registered impairment loss. Since the date on which an asset is classified as held for sale, this asset is no longer depreciated or amortized. Non-current assets held for sale are classified as such, provided that their
carrying value will be recovered through sale rather than through continuing use. This condition is considered valid only when the sale is highly probable and the asset is available for immediate sale at its current condition. Management requires commitment to the sale which is expected to be completed either based on stipulated by contractual time commitment or within a year from classification date.
A discontinued operation is an integral part of a financial entity that either has been sold or has been classified as held for sale and:
Direct costs incurred for increases in share capital are recorded, net of related income taxes against the share premium reserve. 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 capitalized.
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 non - effective 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 statement of comprehensive income.
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. 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 or sufficient taxable deductible temporary differences that incur in the same company and will be recovered. 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.
If the deferred income tax arises from initial recognition of an asset or liability in a transaction other than business combination, then it does not affect the neither the accounting nor the taxable profit or loss and therefore it is not taken into account.
| Country | % Income Tax/ Deferred Tax |
|---|---|
| Greece | 29,0% |
| Romania | 16,0% |
| Cyprus | 12,5% |
| Bulgaria | 10,0% |
| Turkey | 20,0% |
The tax rates in the countries that the Group is operating presented below:
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/ 1920 amended by the article 74 paragraph 2 of the Law 3863/2010 and completed be the Law 3899/17-12-10 article 17 paragraph 5a and the Law 4093/12, 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 statement of comprehensive income 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 in the comprehensive income and they are not transferred in income statement in next periods. Full yield curve method is used for the definition of the discount interest rate in the calculation of the present value of the employee benefits.
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.
The Company 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.
The Company makes decisions regarding the implementation of the Stock Option Plan – to executives of the Company and its subsidiaries and affiliates in compliance with par.5 of Art.42e of Law 2190/1920.
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 from grant date to maturity date of the options with a concurrent increase in equity.
The program takes into account the following variables: Exercise price, Share price at grant date, Grant Date, Maturity date(s) of rights, Expected Stock Volatility (Volatility), Dividend Yield, 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 statement.
Provisions are recognized 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:
Provision of services: The income from provision of services is recorded in the period in which the services are provided, based on the stage of completion of the provided service.
Interest income: Interest income is recognized proportionally in time and by using the effective interest rate.
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.
Leasing of property, plant and equipment where all risks and rewards associated with the ownership of an asset are transferred to the Group, regardless the final transfer or not of its ownership title, compose financial leasing. This leasing is capitalized at the beginning of the lease at the lowest value between fair value of the asset and present value of the minimum leases. Each lease is allocated between liability and financial expenses so as to succeed a fixed interest rate for the remaining financial leasing.
The related lease liabilities net of financial expenses are classified as liabilities and the related financial expenses are recognized in the statement of comprehensive income over the duration of the lease. Property, plant and equipment acquired through a finance lease are depreciated at the lower of the assets' useful lives and the lease term.
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:
Where the Group or the Company 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 and subtracting the shares buy back.
The accounting policies adopted are consistent with those of the previous financial year except for the following amended IFRSs which have been adopted by the Group and the Company as of 1 January 2016:
The amendments to IAS 1 Presentation of Financial Statements further encourage companies to apply professional judgment in determining what information to disclose and how to structure it in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2016. The narrow-focus amendments to IAS clarify, rather than significantly change, existing IAS 1 requirements. The amendments relate to materiality, order of the notes, subtotals and disaggregation, accounting policies and presentation of items of other comprehensive income (OCI) arising from equity accounted Investments. The Management of the Company and the Group has not used this amendment.
The amendment is effective for annual periods beginning on or after 1 January 2016. The amendment provides additional guidance on how the depreciation or amortization of property, plant and equipment and intangible assets should be calculated. This amendment clarifies the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The Management of the Company and the Group has not used this assessment.
The amendment is effective for annual periods beginning on or after 1 January 2016. IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business in accordance with IFRS and specifies the appropriate accounting treatment for such acquisitions. The Company and the Group has no transactions that fall within the scope of this amendment.
The amendment is effective for annual periods beginning on or after 1 February 2015. The amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated
according to a fixed percentage of salary. The Company does not have any plans that fall within the scope of this amendment.
The amendments address three issues arising in practice in the application of the investment entities consolidation exception. The amendments are effective for annual periods beginning on or after 1 January 2016. The amendments clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Also, the amendments clarify that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. Finally, the amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. The Management of the Company and the Group does not expect that this specific amendment will affect the financial statements.
The IASB has issued the Annual Improvements to IFRSs 2010 – 2012 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 February 2015. None of these had an effect on the Group's and Company's financial statements
IFRS 13 Fair Value Measurement: This improvement in the Basis of Conclusion of IFRS 13 clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting if the effect of not discounting is immaterial.
IAS 16 Property Plant & Equipment: The amendment clarifies that when an item of property, plant and equipment is revalued, the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount.
Standards issued but not yet effective and not early adopted by the Group or the Company
The standard is effective for annual periods beginning on or after 1 January 2018, with early application permitted. The final version of IFRS 9 Financial Instruments reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. EU has not yet adopted this standard. Company and Group Management estimates that this standard will not have an impact on the financial statements.
The standard is effective for annual periods beginning on or after 1 January 2018. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates. The Management assesses the impact of the amendment on the companies of the Group.
The Clarifications apply for annual periods beginning on or after 1 January 2018 with earlier application permitted. The objective of the Clarifications is to clarify the IASB's intentions when developing the requirements in IFRS 15 Revenue from Contracts with Customers, particularly the accounting of identifying performance obligations amending the wording of the "separately identifiable" principle, of principal versus agent considerations including the assessment of whether an entity is a principal or an agent as well as applications of control principle and of licensing providing additional guidance for accounting of intellectual property and royalties. The Clarifications also provide additional practical expedients for entities that either apply IFRS 15 fully retrospectively or that elect to apply the modified retrospective approach. These Clarifications have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The standard is effective for annual periods beginning on or after 1 January 2019. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'). The new standard
requires lessees to recognize most leases on their financial statements. Lessees will have a single accounting model for all leases, with certain exemptions. Lessor accounting is substantially unchanged. The standard has not been yet endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The Amendments become effective for annual periods beginning on or after 1 January 2017 with earlier application permitted. The objective of the Amendments is to clarify the requirements of deferred tax assets for unrealized losses in order to address diversity in practice in the application of IAS 12 Income Taxes. The specific issues where diversity in practice existed relate to the existence of a deductible temporary difference upon a decrease in fair value, to recovering an asset for more than its carrying amount, to probable future taxable profit and to combined versus separate assessment. These amendments have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The Amendments are effective for annual periods beginning on or after 1 January 2017 with earlier application permitted. The objective of the Amendments is to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Amendments specify that one way to fulfil the disclosure requirement is by providing a tabular reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities, including changes from financing cash flows, changes arising from obtaining or losing control of subsidiaries or other businesses, the effect of changes in foreign exchange rates, changes in fair values and other changes. These Amendments have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The Amendments are effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, for share-based payment transactions with a net settlement feature for withholding tax obligations and for modifications to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. These Amendments have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The Amendments are effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The Amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management's intentions for the use of a property does not provide evidence of a change in use. These Amendments have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The Interpretation is effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Interpretation clarifies the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency. The Interpretation covers foreign currency transactions when an entity recognizes a non-monetary asset or a non-monetary liability arising from the payment or receipt of advance consideration before the entity recognizes the related asset, expense or income. The Interpretation states that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration. This Interpretation has not yet been endorsed by the EU. The Management assesses the impact of the amendment on the companies of the Group.
The IASB has issued the Annual Improvements to IFRSs 2014 – 2016 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2017 for IFRS 12 Disclosure of Interests in Other Entities and on or after 1 January 2018 for IFRS 1 First-time Adoption of International Financial Reporting Standards and for IAS 28 Investments in Associates and Joint Ventures. Earlier application is permitted for IAS 28
Investments in Associates and Joint Ventures. These annual improvements have not yet been endorsed by the EU. The Management assesses the impact of the amendment on the financial statements of the Group and Company.
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 cooperation 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 exposed to foreign exchange risk arising from transactions in foreign currencies (RON, USD, TRY, SEK) with suppliers which invoice the Group in currencies other than the local. The percentage of the balance of suppliers in currency other than the publication currency (euro) is 15,36% of the total. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases pre - purchases foreign currencies.
The Group has diminuated the credit risk due to the disinvestment in the segment of wholesale trading of electrical equipment and the focus in retail segments where the payment of goods is mainly made by cash in hand or by pre-paid credit cards.
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 other commitments and contingent liabilities that can affect the financial condition and results of the Group.
The Group is active on the following four operating segments:
Discontinued operation of the year 2016 includes only the company FOURLIS TRADE which within the year 2014 disinvested from the wholesale trading of electrical equipment activity.
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, Cyprus and Turkey).
The Group's sales revenue in 2016 arise 64% from activities in Greece (65% in 2015) with the remaining 36% arising from the other countries of Southeastern Europe (35% in 2015). Revenue of the Company concern intrasegment transactions and are eliminated at the Consolidated Financial Statements. Historically, the consumers' demand for the Group products increases during the last four months of the year.
Group results by operating segment for the year 2016 are analysed below:
| Furniture and Househo ld Goods |
Sporting Goods |
Fourlis Holdings S.A. |
Consolid ation Entries |
Total Continuing Operations |
Disconti nued Operations |
Consoli dation Entries |
Total Disconti nued Operatio ns |
Total Group |
|---|---|---|---|---|---|---|---|---|
Group results by operating segment for the year 2015 are analysed below. It must be noted that discontinued operation of the year 2015 also includes the data of the company SERVICE ONE SA, subsidiary of FOURLIS TRADE SA until 24/11/2015, as well as the retail fashion activity segment (NEWLOOK Stores) of GENCO TRADE SRL the termination of operation of which was completed within the year 2015.
| Furniture and Househo ld Goods |
Sporting Goods |
Fourlis Holdings S.A. |
Consolid a-tion Entries |
Total Continuing Operations |
Disconti nued Operations |
Consoli dation Entries |
Total Disconti nued Operatio ns |
Total Group |
|---|---|---|---|---|---|---|---|---|
The breakdown structure of assets and liabilities as of 31/12/2016 and 31/12/2015 are as below:
| Furniture and Household |
Sporting Goods Goods |
Discontinued Operation |
FOURLIS HOLDINGS |
Consolidation Entries |
Total Group | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12 /2016 |
31/12/ 2015 |
31/12 /2016 |
31/12/ 2015 |
31/12 /2016 |
31/12/ 2015 |
31/12/ 2016 |
31/12/ 2015 |
31/12 /2016 |
31/12/ 2015 |
31/12 /2016 |
31/12/ 2015 |
|
Transactions between the Group companies are based on the arm's length principle.
(a) The expenses are presented in the financial statements as follows:
| GROUP | COMPANY | ||
|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 |
The main categories of expenses are analysed below:
| GROUP | COMPANY | ||
|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 |
Payroll expenses are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
(b) Other operating income is analysed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | ||
| Co-advertisement income | 18 | 27 | 0 | $\mathbf 0$ | |
| Recycling income | $\mathsf{G}$ | 3 | 0 | $\Omega$ | |
| Subsidies Law 3299/04 | 226 | 236 | 0 | $\mathbf 0$ | |
| Management Fees | 5 | 3 | 0 | $\mathbf 0$ | |
| Revenue from non-used provisions | 788 | 592 | 75 | 47 | |
| Fixed Assets Gain | 27 | 50 | 0 | $\mathbf 0$ | |
| Other income | 3.749 | 2.896 | 1.049 | 746 | |
| Total | 4.821 | 3.807 | 1.124 | 792 |
In other income of the year 2016, € 1.977 thousand are included (2015: € 1.615 thousand) mainly due to income from orders delivery charges and rents receivable of Group's subsidiary.
Moreover, other income of the Company of the year 2016, include € 787 thousand (2015: € 587 thousand) due to income from invoicing software to subsidiaries, € 175 thousand (2015: € 139 thousand) due to income from subleasing property and occupancy expenses to subsidiaries and € 52 thousand (2015: € 39 thousand) due to income from invoicing travels in the context of management support services.
(c) Net Financial Results are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Interest - expenses | (7.882) | (9.047) | $\circ$ | $\circ$ |
| Credit Card fees | (4.954) | (4.609) | (2) | (2) |
| Foreign exchange differences (expense) -realized- | (1.293) | (1.252) | 0 | (1) |
| Other financial expenses | (1.396) | (49) | 0 | 0 |
| Total finance cost | (15.525) | (14.957) | (2) | (2) |
| Interest and related income | 147 | 93 | $\mathbf 0$ | $\circ$ |
| Foreign exchange differences (income) -realized- | 439 | 805 | 0 | $\circ$ |
| Other financial income | $\mathbf 0$ | 169 | $\circ$ | $\circ$ |
| Total finance income | 586 | 1.066 | 0 | 0 |
| Financial Result | (14.939) | (13.891) | (2) | (2) |
(d) The expenses from associate companies for the years 2016 and 2015 refer to the share of losses with the associate company VYNER LTD and SW SOFIA MALL ENTERPISES LTD, which are incorporated in the consolidated financial statements by applying the equity method of accounting.
Property, plant and equipment for the year 2016 are analyzed as follows:
| 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 31.12.2015 | 56.617 | 208.573 | 10.816 | 5.055 | 46.714 | 3.084 | 330.859 |
| Accumulated depreciation/amortisation 31.12.2015 | $\mathbf{0}$ | (62.095) | (4.470) | (3.765) | (35.667) | 0 | (105.997) |
| Net book value at 31.12.2015 1.1 - 31.12.2016 |
56.617 | 146.478 | 6.346 | 1.290 | 11.047 | 3.084 | 224.861 |
| Additions | 0 | 4.331 | 373 | 366 | 3.814 | 696 | 9.580 |
| Other changes in acquisition cost Depreciation/amortisation Other Depreciation changes |
0 0 |
(723) (7.547) 444 |
(825) (1.024) 820 |
(286) (488) 285 |
(1.196) (3.306) 1.052 |
(603) (334) 334 |
(3.633) (12.699) 2.935 |
| Acquisition cost at 31.12.2016 | 56.617 | 212.181 | 10.364 | 5.135 | 49.332 | 3.177 | 336.806 |
| Accumulated depreciation at 31.12.2016 | 0 | (69.198) | (4.674) | (3.968) | (37.921) | 0 | (115.762) |
| Net book value at 31.12.2016 | 56.617 | 142.983 | 5.690 | 1.167 | 11.410 | 3.177 | 221.044 |
Additions in the Property, Plant and Equipment for the period refer to the purchase of stores equipment and formation expenses for the retail segment (new and existing) of Furniture and Household Goods and Sporting Goods.
In the sporting goods segment, within the period 1/1 – 31/12/2016, one new INTERSPORT store
started operating in Greece (Heraklion Creta), three new stores in Romania (Timisoara, Park Lake, Piatra Neamt), two in Bulgaria (Burgas, St Zagora) and one new in Turkey (Adana). Moreover, two new TAF stores started operating in Greece (Larissa and Agia Paraskevi).
In the furniture and household goods segment, on 20/10/2016 a new IKEA Pick up Point in Burgas of Bulgaria started operating.
Most considerable additions in property, plant and equipment in the year 2016 refer to:
Other changes in acquisition cost are related to merges, write-offs and sales and exchange differences of assets.
Property Plant and Equipment of the Group also include subsidiaries' finance leasing amounted at € 30.369 thousand (31/12/2015: € 30.886 thousand).
The average interest rate of the financial lease was 5,39% for the year 2016 (2015: 5,53%).
Depreciation/ Amortization of Property, Plant and Equipment for the year 2016 amount to € 12.699 thousand. Total depreciation/amortization of property, plant and equipment and intangible assets of amount € 14.029 th. was registered by € 377 th. in cost of sales, by € 12.188 th. in distribution expenses and by € 1.464 in administrative expenses.
For the Company, changes within the year 2016 in property, plant and equipment table are related to additions to the leased building and purchase of furniture.
| Company | |||||||
|---|---|---|---|---|---|---|---|
| Build ing s a nd insta lla tio ns |
Mo to r ve hicle s |
Furniture a nd misce lla ne o us e q uip me nt |
T o ta l o f Pro p e rty p la nt a nd e q uip me nt |
||||
| Acquisition cost at 31.12.2015 | 262 | 3 | 200 | 464 | |||
| Accum ulated depreciation at 31.12.2015 |
(136) | (1) | (112) | (249) | |||
| Net book value at 31.12.2015 | 126 | 2 | 8 8 |
215 | |||
| 1.1 - 2016 | |||||||
| Additions | 2 8 |
0 | 2 3 |
5 1 |
|||
| Other changes in acquisition cost Revaluation at fair value |
0 0 |
0 0 |
(7) 0 |
(7) 0 |
|||
| Depreciation/amortisation | (14) | 0 | (28) | (43) | |||
| Other Depreciation changes | 0 | 0 | 7 | 7 | |||
| Acquisition cost at 31.12.2016 | 290 | 3 | 216 | 509 | |||
| Accum ulated depreciation at 31.12.2016 |
(150) | (1) | (133) | (285) | |||
| Net book value at 31.12.2016 | 139 | 2 | 8 3 |
224 |
Investment property for the year 2016 is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Opening | 17.163 | 17.163 | U | 0 |
| Additions | 231 | 0 | v | $\circ$ |
| Impairment | $\sim$ | n | $\Omega$ | |
| Closing Balance | 17.395 | 17.163 | Ω | o |
The amount of € 17,4 million (2015: € 17,2 million) concerns:
property value is calculated by capitalizing the real and future leasing that it may create. The valuation of fair value method was ranked at level 3 of the hierarchy. The significant assumptions used for the retail stores that the subsidiary, operating in real estate, leases were: Rent price/month €12/sqm, capitalization rate at the end of the leasing period 8% and annual rent increase 2%.
Property of value € 3,4 million of a subsidiary which is leased for trading use (2015: € 3,4 million).
Intangible assets are analyzed as follows:
| GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Royalties | Software | Miscellaneous | Total | |||||
| Cost 31.12.2015 | 8.872 | 10.028 | 3.334 | 22.233 | ||||
| Accumulated depreciation/amortisation 31.12.2015 | (3.964) | (7.217) | (904) | (12.086) | ||||
| Net book value at 31,12,2015 | 4.907 | 2.810 | 2.429 | 10.147 | ||||
| $1.1 - 31.12.2016$ | ||||||||
| Additions | 0 | 964 | 0 | 964 | ||||
| Other changes in acquisition cost | 0 | (562) | (428) | (990) | ||||
| Depreciation/amortisation | (278) | (881) | (171) | (1.330) | ||||
| Other Depreciation changes | 0 | 529 | 108 | 637 | ||||
| Cost 31.12.2016 | 8.872 | 10.429 | 2.906 | 22,207 | ||||
| Accumulated depreciation/amortisation 31.12.2016 | (4.242) | (7.570) | (967) | (12.779) | ||||
| Net book value at 31.12.2016 | 4.630 | 2.859 | 1.938 | 9.427 |
Royalties include the use of brand names (IKEA). Other changes in acquisition cost as well as changes of other depreciation changes regard reallocation due to merge.
Depreciation of intangible assets for the year 2016, amount to € 1.330 thousand.
Intangible assets for the Company for the year 2016 are as follows:
T he Co mp a ny
| So ftwa re |
|
|---|---|
| Cost 31.12.2015 | 423 |
| Accumulated depreciation/amortisation 31.12.2015 | (379) |
| Net book value at 31.12.2015 | 4 5 |
| 1.1 - 31.12.2016 | |
| Additions | 28 |
| Other changes in acquisition cost | 0 |
| Depreciation/amortisation | (20) |
| Decreases | 0 |
| Cost 31.12.2016 | 452 |
| Accumulated depreciation/amortisation 31.12.2016 | (399) |
| Net book value at 31.12.2016 | 5 3 |
Additions in intangible assets are related to software licenses.
Investments are as analyzed as follows:
| COMPANY | ||||||
|---|---|---|---|---|---|---|
| % | % | |||||
| COUNTRY | SHAREHOLDING | 31/12/2016 | SHAREHOLDING | 31/12/2015 | ||
| 2016 | 2015 | |||||
| SUBSIDIARIES | ||||||
| GENCO TRADE SRL | Romania | 1,57% | 367 | 1,57% | 367 | |
| HOUSEMARKET SA | Greece | 100% | 61.956 | 100% | 38.740 | |
| FOURLIS TRADE SA* | Greece | - | - | 100% | 23.216 | |
| INTERSPORT | ||||||
| ATHLETICS SA | Greece | 100% | 15.664 | 100% | 15.664 | |
| ASSOCIATE | ||||||
| SPEEDEX SA | Greece | 49,55% | - | 49,55% | - | |
| STOCK OPTION | 1.886 | 1.643 | ||||
| TOTAL | 79.872 | 79.630 |
*On 23/12/2016 the subsidiary company FOURLIS TRADE SA in which the parent company had a shareholding of 100%, was merged through its absorption from the subsidiary of the Group HOUSEMARKET S.A. with a relevant registration at the GECR with Code Registration Number 868451.
Operation of each company is analysed in the Annual Report of the Board of Directors.
On 31/12/2016 an impairment test was conducted and no impairment loss incurred.
Associated companies SPEEDEX SA, VYNER LTD and SW SOFIA MALL ENTERPISES LTD are included in the consolidated financial statements of the Group through the application of the equity method. After applying the equity method, a loss of € 1.777 thousand was recognised in the consolidated income statement under "Contribution to associate companies losses" with a corresponding decrease in the carrying value of the investments in associates. Further differentiation of the investment value is due to the increase of the share capital of the associate SW SOFIA MALL ENTERPISES LTD of amount € 10 thousand and VYNER LTD of amount 1.815 thousand.
The Summary financial information of SPEEDEX SA is as follows:
| Company | Country of establishment |
Total Assets |
Total Liabilities |
Income | Profits | Shareholding |
|---|---|---|---|---|---|---|
| 2016 | Greece | 18.862 | 22.972 | 33.546 | 967 | 49,553% |
| 2015 | Greece | 16.913 | 21.238 | 29.700 | 827 | 49,553% |
The consolidated financial information of VYNER LTD is as follows:
| Company | Country of establishment |
Total Assets |
Total Liabilities |
Income | Losses | Shareholding |
|---|---|---|---|---|---|---|
| 2016 | Cyprus | 143.849 | 98.535 | 9.897 | (2.581) | 50,00% |
| 2015 | Cyprus | 136.512 | 95.430 | 9.148 | (6.496) | 50,00% |
The consolidated financial information of SW SOFIA MALL ENTERPISES LTD is as follows:
| Company | Country of establishment |
Total Assets |
Total Liabilities |
Income | Losses | Shareholding |
|---|---|---|---|---|---|---|
| 2016 | Cyprus | 2.129 | 225 | 153 | (973) | 50,00% |
| 2015 | Cyprus | 4.137 | 208 | 134 | (6) | 50,00% |
In relation to the associate company SPEEDEX SA, according to IAS 28, if the investor's share in the associate's losses equals or exceeds the carrying value of the investment, the investor does not recognize a further loss. Such unrecognised losses amount to € 2.036 thousand for the year 2016 and € 2.143 thousand for the year 2015.
Inventory is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Inventory | 73.832 | 75.467 | $\circ$ | |
| Advances for purchases of merchandise | 3.853 | 2.878 | $\Omega$ | |
| Total | 77.685 | 78.346 | $\Omega$ |
The inventory cost of the Group which was recorded as an expense under cost of goods sold amounts to € 242.882 thousand (2015: € 239.336 thousand). The inventory value that was written off within the financial year was € 1.332 thousand (2015: € 2.142 thousand). An impairment provision for idle and slow moving inventory has been recognised and amounts to € 316 thousand (2015: € 739 thousand). A mortgage contract was held regarding the inventory of a subsidiary until the amount of € 25.000 thousand for the improvement of the credit terms.
Trade receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Trade receivables | 9.581 | 10.221 | 1.079 | 901 |
| Cheques receivables | 108 | 272 | 0 | $\overline{0}$ |
| Bad Debt Provisions | (7.387) | (6.690) | 0 | $\Omega$ |
| Total | 2.302 | 3.803 | 1.079 | 901 |
The above balance is formed by numerous customers and there is not a single customer with a significant balance in the Group.
The movement of the provision for bad debt receivables for 2016 and 2015 is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Opening Balance | (6.690) | (5.568) | 0 | $\circ$ |
| Reversal of provisions | 58 | 376 | O | $\circ$ |
| Provision | (754) | (1.499) | $\Omega$ | |
| Closing Balance | (7.387) | (6.690) | ο | $\Omega$ |
As at December 31, 2016 and 2015 the ageing of trade receivables is analyzed as follows:
| Total | Not due trade receivables | Overdue trade receivables | |
|---|---|---|---|
| 2016 | 2.302 | 649 | 1.653 |
| 2015 | 3.803 | 1.113 | 2.690 |
It mainly concerns customers balances of discontinued operation.
Other receivables are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Debited VAT | 1.479 | 2.041 | (2) | 0 |
| Credit Cards receivable | 6.336 | 3.978 | 0 | $\mathbf 0$ |
| Other debtors | 10.872 | 10.518 | 9.083 | 35 |
| Total | 18.687 | 16.537 | 9.080 | 35 |
On 31/12/2016, other debtors include an amount of € 2.598 thousand (2015: € 2.856 thousand) as receivables for the submission of administrative appeal of a subsidiary and total payment of the main tax amount less the corresponding additional taxes and surcharges. Furthermore, accruals of amount € 4.658 thousand and suppliers advances of amount € 288 thousand (2015: accruals of amount € 3.435 thousand and suppliers advances of amount € 368 thousand) are included in other debtors. For the Company for the year 2016, other debtors include receivables from subsidiary regarding dividend of amount € 8.500 th.
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 | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Cash in hand | 1.905 | 2.361 | $\mathbf 0$ | |
| Bank Deposits | 31.711 | 22.499 | 1.335 | 65 |
| Total | 33.616 | 24.860 | 1.335 | 65 |
The temporary unallocated cash amounts of the Group's companies are placed in short-term deposits in euros. The average weighted deposit interest rate for the year 2016 is 0,85%.
A subsidiary of the Group participated in the recapitalization of the Greek Banks which took place within the year and on 31/12/2016 the shares held in its portfolio were valuated at the amount of € 1.254 thousand (2015: € 3.336 th.). The valuation loss that was recognized on 31/12/2016 in net equity was of amount € 288 thousand (2015: € 264 th.). The valuation method of Investments/ Financial data available for sale was ranked at level 1 of the hierarchy. Results of the year 2016 include the amount of € 562 thousand regarding loss from sale of equity investments and amount of € 834 regarding loss from evaluation of equity investments.
On 31/12/2016 the share capital of the Company amounted to € 54.923.538,70 divided into 51.330.410 nominal shares of nominal value € 1,07 per share (Note 1).
On 31/12/2015 the share capital of the Company amounted to € 54.561.784,54 divided into 50.992.322 nominal shares of nominal value € 1,07 per share.
Evolution and coverage of share capital of the Company since its composition are analyzed as follows:
| TABLE OF CAPITAL EVOLUTION (amounts in euros) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Date of General Assembly |
Government Gazette No. |
Cash Payments |
Amount of increase By capitalization of reserves - goodwill assets - Difference of share premium account |
New shares total |
Shares total | Share Capital after the increase |
Nominal value per share |
|
| Founding Capital |
618/13.6.66 | 514.673,51 | - | 5.000 | 5.000 | 14.673,51 | 2,93 | |
| 27/7/1968 | 930/23.8.68 | - | 514.673,51 | 5.000 | 10.000 | 29.347,03 | 2,93 | |
| 29/11/1971 | 1978/20.12.71 | - | 58.694,06 | 20.000 | 30.000 | 88.041,09 | 2,93 | |
| 27/6/1975 | 2233/15.10.75 | - | 17.608,22 | 6.000 | 36.000 | 105.649,30 | 2,93 | |
| 11/10/1982 | 4007/11.11.82 | 3,00 | 109.461,42 | 37.300 | 73.300 | 215.113,72 | 2,93 | |
| 19/2/1988 | 446/17.3.88 | 528.246,52 | 1.897.872,34 | 2.926.700 | 3.000.000 | 2.641.232,58 | 0,88 | |
| 24/6/1989 | 4336/29.12.89 | - | 264.123,26 | 300.000 | 3.300.000 | 2.905.355,83 | 0,88 | |
| 21/12/1992 | 228/21.1.93 | - | 290.535,58 | 330.000 | 3.630.000 | 3.195.891,42 | 0,88 | |
| 11/6/1994 | 2985/17.6.94 | 479.383,71 | 3.195.891,42 | 4.174.500 | 7.804.500 | 6.871.166,54 | 0,88 | |
| 27/6/1998 | 5395/7.7.98 | - | 5.496.933,24 | 6.243.600 | 14.048.100 | 12.368.099,78 | 0,88 | |
| 5/3/1999 | 1572/22.3.99 | 6.648.774,76 | - | 7.551.900 | 21.600.000 | 19.016.874,54 | 0,88 | |
| 23/6/2000 | 7051/25.7.00 | 3.847.395,45 | - | 4.370.000 | 25.970.000 | 22.864.269,99 | 0,88 | |
| 22/6/2001 | 5916/11.7.01 | - | 3.105.730,01 | - | 25.970.000 | 25.970.000,00 | 1,00 | |
| 21/6/2002 | 6897/8.7.02 | - | 25.970.000,00 | 25.970.000 | 51.940.000 | 51.940.000,00 | 1,00 | |
| 20/6/2003 | 12169/4.11.03 | Cancellation 987.080 of own shares |
- | 50.952.920 | 50.952.920,00 | 1,00 | ||
| 10/6/2011 | 99/19.1.11 | 39.402,00 | - | 39.402 | 50.992.322 | 50.992.322,00 | 1,00 | |
| 13/6/2014 | 243951/3.9.14 | Share capital increase 3.569.462.54 by capitalization of tax free reserves 3.297.339,74 and share premium differences 272.122,08 |
- | 50.992.322 | 54.561.784,54 | 1,07 | ||
| 22/12/2016 | 881038/3.1.17 | 361.754,16 | 338.088 | 51.330.410 | 54.923.538,70 | 1,07 | ||
| Total | 51.330.410 | 54.923.838,70 | 1,07 |
The movement of the reserves is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Statutory Reserves | 19.048 | 16.503 | 6.686 | 6.686 |
| Revaluation Reserves | 722 | 722 | 0 | 0 |
| Foreign exchange diff. from Statement of Financial Position transl. reserves |
(5.569) | (4.280) | 0 | 0 |
| Extraordinary/Tax free Reserves | 16.518 | 17.649 | 6.970 | 6.970 |
| SOP Reserve | 1.397 | 1.223 | 1.531 | 1.223 |
| Purchase of own shares | 0 | 0 | 0 | $\mathbf 0$ |
| IRS Reserve | (350) | (172) | 0 | 0 |
| Reserves from valuation of available for sale financial assets | 0 | 0 | 0 | 0 |
| Total | 31.766 | 31.646 | 15.187 | 14.879 |
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 € 4.052 thousand (2015: € 4.052 thousand), which was mainly derived from interest of deposits or bonds. In the case of distribution or capitalisation the reserves will be taxed with the official tax rate declared by the L4172/2013 (Note 23).
Exchange 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 parent company.
Cash Flow Hedging reserve: The hedging reserve comprises of the effective portion of the cumulative net change in the fair value of cash flow hedging instruments (IRS).
The Shareholders General Assembly dated on 17/6/2016 did not propose a dividend distribution for the year 1/1 – 31/12/2015 taking into consideration the financial results of this period. The parent company registered in its income dividend from subsidiary of amount € 8,5 million during the year 2016.
The obligation of employee compensation due to termination of service (Law 2112/20, 4093/12 for Greek Companies, Bulgarian Labor Law for Bulgarian Companies and Labor Law 1475 for Turkish Company) appears in the Financial Statements in compliance with IAS 19 and is based on an actuarial study elaborated by AON Hewitt on December 31st ,2016.
Basic assumptions of the actuarial study for Greece are the following:
| Greek Companies | 2016 | 2015 |
|---|---|---|
| Average annual payroll increase | 1,00% | 1,00% |
| Discount interest rate | 1,65% - 1,90% | 1,86% - 2,74% |
| Inflation | 1,00% | 1,00% |
| Plan duration (years) | 15-24 | 10-24 |
In case of an average annual payroll increase by 0,50% (namely 1,50%), the amount of liabilities due to termination of service of Greek companies would increase from 7,74% to 12,13%. In case of a discount rate increase by 0,50%, the amount of liabilities due to termination of service of Greek companies would decrease from 7,04% to 10,58%.
| Bulgarian Companies | 2016 | 2015 |
|---|---|---|
| Average annual payroll increase | 3,50% | 3,50% |
| Discount interest rate | 2,15% | 2,36% |
| Inflation | 2,00% | 2,00% |
| Plan duration (years) | 24-29 | 24-31 |
In case of an average annual payroll increase by 0,50% (namely 4,00%), the amount of liabilities due to termination of service of Bulgarian companies would increase from 12,27% to 14,96%. In case of a discount rate increase by 0,50% (namely 2,65%), the amount of liabilities due to termination of service of Bulgarian companies would decrease from 10,90% to 13,10%.
| Turkish Company | 2016 | 2015 |
|---|---|---|
| Average annual payroll increase | 7,10% | 7,10% |
| Discount interest rate | 10,00% | 11,00% |
| Inflation | 5,10% | 5,10% |
| Plan duration (years) | 23 | 23 |
In case of an inflation increase by 0,50% (namely 5,60%), the amount of liabilities due to termination of service would increase by 11,00% for INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. In case of a discount rate increase by 0,50% (namely 10,50%), the amount of liabilities due to termination of service would decrease by 10,00% for INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. In the analysis of sensitivity of Turkey, a reference is made to the inflation rate and not to compensation increase because benefits in Turkey are subject to a maximum salary (plafond) and an increase/decrease of inflation will affect the maximum salary.
The expense derived from the compensation to employees due to retirement, that was recorded in the Income Statement of the financial year 2016 is analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Service Cost | 299 | 307 | 24 | 26 |
| Interest Cost | 83 | 81 | 9 | 6 |
| Cost reduction/settlement/termination service | 296 | 234 | 17 | 18 |
| Total amount allocated in Income statement | 679 | 622 | 50 | 51 |
| Balance of liability at the beginning | 3.086 | 3.104 | 334 | 300 |
| Compensation due to retirement | 679 | 622 | 50 | 51 |
| Paid amounts | (387) | (359) | (22) | (7) |
| Actuarial gains/losses | 543 | (275) | 69 | (10) |
| Balance of liability in the end | 3.921 | 3.086 | 430 | 334 |
The Extraordinary General Assembly of the Company of September 27, 2013, in the context of Stock Option Plan, approved the disposal of 1.507.678 stock options. The program will be implemented in three waves, with a maturity period of three years per wave. Options should be exercised within five years since their maturity date. In case that, after the grant some of the options remain undisposed, those options will be cancelled. The option grant price of each wave is the market closing price on the day of Extraordinary General Assembly's resolution regarding the approval of the program.
On 25/11/2013 the board of Directors granted 502.550 stock options, which are the first of the three waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the wave mentioned above are granted within three years as follows:
| Vesting Date | No of Options |
|---|---|
| 31/12/2013 | 167.517 |
| 31/12/2014 | 167.517 |
| 31/12/2015 | 167.516 |
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2013 | 0,8589 |
| 31/12/2014 | 1,2718 |
| 31/12/2015 | 1,5701 |
The variables upon which the data above were calculated are as follows:
| Variable | Value |
|---|---|
| Exercise Price | € 3,4 |
| Grant Date | 27/9/2013 |
| Volatility | 62,47% |
| Dividend Yield | 0% |
| Attrition Rate | 10% |
| Risk Free Rate | 1,5114% |
On 24/11/2014 the board of Directors granted 502.550 stock options, which are the second of the three waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the wave mentioned above are granted within three years as follows:
| Vesting Date | No of Options |
|---|---|
| 31/12/2014 | 167.517 |
| 31/12/2015 | 167.517 |
| 31/12/2016 | 167.516 |
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2014 | 0,8030 |
| 31/12/2015 | 1,3464 |
| 31/12/2016 | 1,6540 |
The variables upon which the data above were calculated are as follows:
| Variable | Value |
|---|---|
| Exercise Price | € 3,4 |
| Grant Date | 24/11/2014 |
| Volatility | 44,56% |
| Dividend Yield | 0% |
| Attrition Rate | 10% |
| Risk Free Rate | 1,8416% |
During the period 1/1 – 31/12/2014, no stock option granted by the first wave of SOP was exercised.
On 23/11/2015 the board of Directors granted 502.578 stock options, which are the third of the three waves. The underlying share price, to which conferred options reflect, is determined at the amount of 3,4 € per share which is the closing stock price of the share on the date of the Extraordinary General Assembly.
The options of the aforementioned wave are vested in 3 years as follows:
31/12/2015 167.517
Vesting Date No of options
31/12/2016 167.517 31/12/2017 167.544
The Fair value of options has been calculated based on the simulation of the Company's share price assuming that the price will develop to the Geometric Brown Motion model. Fair value per option and vesting date has been defined as follows:
| Vesting Date | Value per Option € |
|---|---|
| 31/12/2015 | 0,6669 |
| 31/12/2016 | 0,7441 |
| 31/12/2017 | 0,9384 |
The variables upon which the data above were calculated are as follows:
| Variable | Value |
|---|---|
| Exercise Price | € 3,40 |
| Grant Date | 23/11/2015 |
| Volatility | 61,52% |
| Dividend Yield | 0,00% |
| Attrition Rate | 10% |
| Risk Free Rate | 2,0334% |
On 22/12/2016 the Board of Directors issued an Invitation towards the beneficiaries of the program (stock options) of the Company, for the exercise of their options. 4 beneficiaries responded to this invitation and exercised their option for the purchase of 338.088 shares, of nominal value € 1,07 and underlying price € 3,40 per share.
Within the period 1/1 – 31/12/2016, beneficiaries waived 6.659 options (2015: 35.895) which were granted by the BoD on 25/11/2013, beneficiaries waived 6.548 options (2015: 6.081) which were granted by the BoD on 24/11/2014 and beneficiaries waived 13.158 options (2015: 0) which were granted by the BoD on 23/11/2015.
During the period 1/1 – 31/12/2016, an amount of € 307.245 (2015: € 505.205) was recorded in the Consolidated Income Statement as an expense and regards all three waves of the program.
During the year ended on December 31, 2016 the amount of defined benefit contributions under the private insurance program that was recorded as an expense by the parent Company totalled to € 174 thousand (2015: € 199 thousand) while the respective amount recorded as an expense by the Group amounted to € 471 thousand (2015: € 457 thousand).
The Group has significantly reduced its exposure to credit risk due to the disinvestment of the
Wholesale Trading of Electrical Equipment segment and the focus in the retail segments where the payment of goods is mainly made by cash or credit cards discounts. The maximum exposure at the date of the Statement of Financial Position, without taking into consideration any hedging or insurance strategies, was as follows:
| 2016 | 2015 | |
|---|---|---|
| €000s | ||
| Trade & other receivables | 2.302 | 3.803 |
| Cash & cash equivalent | 33.616 | 24,860 |
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 Financial Position, per geographic segment was as follows:
| 2016 | 2015 | |
|---|---|---|
| €000s | ||
| Greece | 2.112 | 3.563 |
| Southeastern Europe Countries | 190 | 240 |
The maximum exposure at the date of the Statement of Financial Position, per customer type was:
| 2016 | 2015 | |
|---|---|---|
| €000s | ||
| Wholesale trade customers | 1.898 | 3.803 |
| Retail trade customers | 404 | 0 |
Liquidity risk is retained at low levels by maintaining adequate bank credit lines and significant cash and cash equivalents which on 31/12/2016 amounted to € 33,7 million for the Group vs € 24,9 million on 31/12/2015. During year 2016, the Group succeeded to maintain the improved credit terms from its main suppliers.
The contractual loan dues including interest payments, excluding the net - off agreements, are as per paragraph Borrowings, while for Accounts Payable and Other Liabilities are less than 12 months.
| Immediate termination |
3 months | 3 to 12 months | 1 to 5 years | More than 5 years |
Total | |
|---|---|---|---|---|---|---|
| 2016 | ||||||
| Credit lines | $\mathbf 0$ | $\mathbf 0$ | 4.122 | 0 | $\mathsf{O}\xspace$ | 4.122 |
| Short-term loans | 3.064 | 8.500 | 4.216 | 0 | 0 | 15.780 |
| Long-term loans | (14) | 1.308 | 21.142 | 103.265 | $\mathsf{O}\xspace$ | 125.700 |
| Leasing | 43 | 198 | 756 | 1.549 | $\mathsf 0$ | 2.546 |
| Total | 3.092 | 10.005 | 30.236 | 104.814 | O | 148.148 |
| 2015 | ||||||
| Credit lines | 3.522 | $\circ$ | 6.560 | 0 | 0 | 10.082 |
| Short-term loans | 73 | 4.900 | 20.757 | $\mathbf 0$ | $\mathbf 0$ | 25.729 |
| Long-term loans | 0 | 2.326 | 14.959 | 91.680 | 0 | 108.965 |
| Leasing | 40 | 628 | 2.133 | 2.074 | 0 | 4.875 |
| Total | 3.635 | 7.854 | 44.408 | 93.754 | 0 | 149.651 |
The Group is exposed to foreign exchange risk arising for its transactions in foreign currencies (RON, USD, TRY, SEK). The percentage of the balance of suppliers in currency other than the publication currency (euro) is 17,59% of the total. 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 exposed to foreign exchange risk. This type of foreign exchange risk (translation risk) arises due to the operations in Romania (RON), Bulgaria (BGN) and Turkey (TRY). The Management has managed to reduce foreign exchange risk, given the strong capital structure of the companies and to decrease borrowings in currencies other than the local.
More particularly, approximately 90% of GENCO TRADE SRL (Romania) loans are in 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 economic problems and consequences of the global crisis on Bulgaria, will not increase the risk that this conversion ratio will remain constant. In Turkey, the financing for commercial activity is in local currency, while for investments is in euro.
| 31/12/2016 Foreign currency in thousand euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| USD | GBP | CHF | SEK | RON | TRY | BGN | EUR | |
| Trade creditors and other liabilities |
(25) | 411 | 3.225 | 3.621 | 9.683 |
| 31/12/2015 Foreign currency in thousand euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| USD | GBP | CHF | SEK | RON | TRY | BGN | EUR | |
| Trade creditors and other liabilities |
319 | 455 | 7.252 | 2.434 | 4.776 |
A Euro revaluation of 10% at December 31, vs the below currencies would increase (decrease) 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 2016.
| Impact in €000s | Net Equity | Operating Result |
|---|---|---|
| Dec 31 , 2016 | ||
| USD | (3) | (3) |
| SEK | 41 | 41 |
| TRY | 362 | 362 |
| RON | 323 | 323 |
| BGN | 0,2 | 0,2 |
| TOTAL | 723,2 | 723,2 |
| Dec 31 , 2015 | ||
| USD | 32 | 32 |
| SEK | 46 | 46 |
| TRY | 243 | 243 |
| RON | 725 | 725 |
| TOTAL | 1.046 | 1.046 |
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 the other variables would remain constant.
The exchange rates of foreign currencies used for the conduction of the financial statements of the year 2016, are presented at the table below:
| BS | 31/12/2016 | |
|---|---|---|
| TRY | 3.7072 | |
| BGN | 1.9558 | |
| RON | 4.5390 |
| PL. | 1/1/2016 - 31/12/2016 |
|---|---|
| TRY | 3.3433 |
| BGN | 1.9558 |
| RON | 4.4904 |
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 increase (decrease) equally the Net Equity and the Operating Results by € 1.481 thousand for the year 2016 and € 1.496 thousand for the year 2015.
No such Instruments (Assets/Liabilities) valued at fair value through income statement 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 two market participants at the measurement date. The fair values of the financial instruments as of 31 December 2016 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:
Within the year, there were neither moving between levels 1 and 2 nor moving inside and outside level 3 during the measurement of fair value. Moreover, within the same year, there was no change in the purpose of any financial asset which would lead to a different classification of this asset.
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 45%. On 31/12/2016 the ratio stood at 41% (2015: 44%).
Borrowings for the year 2016 and 2015 are analyzed as follows:
| GROUP | |||
|---|---|---|---|
| 31/12/2016 | 31/12/2015 | ||
| Non - current loans | 125,700 | 108.965 | |
| Finance Leases | 2.546 | 4.875 | |
| Total long term loans and short term portion of long term loans | 128.246 | 113.839 | |
| Current portion of non-current loans and borrowings | 22.436 | 17.285 | |
| Short-term portion of non-current Lease | 996 | 2.801 | |
| Non - current loans | 104.814 | 93.754 | |
| Short term loans for working capital | 19.902 | 35.811 | |
| Total loans and borrowings | 148.148 | 149,650 |
The Company had no loan liabilities on 31/12/2016 and on 31/12/2015.
The maturity table of the Finance Lease Liability is as follows:
| GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||||
| Up to 1 year | $2 - 5$ years | More than 5 years | Total | Up to 1 year | $2 - 5$ years | More than 5 yea | Total | |
| Future Lease Payments | 1.112 | 1.669 | 0 | 2.781 | 3.002 | 2.295 | 0 | 5.297 |
| Less Interest | (115) | (120) | 0 | (235) | (201) | (221) | (422) | |
| Present Value of Future Lease Payments | 996 | 1.549 | 0 | 2.546 | 2.801 | 2.074 | 4.875 |
The repayment period of non - current loans varies between 2 to 5 years and the average effective interest rate of the Group was 4,15% during the year 2016 (2015: 4,98%). Repayments and proceeds of loans of the current period amounted to € 83.041 thousand and € 83.960 thousand respectively. Non - current loans, including their part which is payable within 12 months, cover mainly the Group's growth needs and are analyzed in bond, syndicated and other non - current loans as follows:
| 31/12/2016 Amount |
Issuing Duration Date |
|---|---|
| ---------------------- | ----------------------------- |
| 31/12/2016 | Amount | Issuing Date |
Duration | |
|---|---|---|---|---|
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 1.169 | 17/8/2011 | 7 years from the issuing date (€804 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.900 | 17/3/2016 | 5 years from the issuing date |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 1.636 | 17/3/2016 | 2 years from the issuing date (€1.110 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.150 | 30/3/2016 | 3,5 years from the issuing date (€800 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.600 | 30/3/2016 | 6 years from the issuing date (€600 payable forthcoming period) |
| 10.455 | ||||
| HOUSE MARKET BULGARIA AD |
Syndicated | 39.579 | 11/7/2016 | 9 years from the issuing date (€3.247 payable forthcoming period) |
| 39.579 | ||||
| HOUSEMARKET SA | Bond | 39.190 | 4/10/2016 | 5 years from the issuing date |
| 39.190 | ||||
| INTERSPORT SA | Bond | 22.476 | 18/11/2014 | 5 years from the issuing date (€2.090 payable forthcoming period) |
| 22.476 | ||||
| TRADE LOGISTICS SA | Bond | 7.000 | 4/11/2009 | 8 years from the issuing date (€7.000 payable forthcoming period) |
| 7.000 | ||||
| RENTIS SA | Bond | 4.700 | 2/3/2013 | 2 years from the issuing date (an extension was agreed until 20/1/2017) (€4.700 payable forthcoming period) |
| Bond | 2.300 | 20/1/2010 | 7 years from the issuing date (€2.300 payable forthcoming period) |
|
| 7.000 | ||||
| Total | 125.700 |
| 31/12/2015 | Amount | Issuing Date |
Duration |
|---|---|---|---|
| ------------ | -------- | ----------------- | ---------- |
| 31/12/2015 | Amount | Issuing Date |
Duration | |
|---|---|---|---|---|
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 1.989 | 17/8/2011 | 7 years from the issuing date (€816 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.600 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.600 | 23/12/2013 | 6 years from the issuing date (€800 payable forthcoming period) |
| 7.189 | ||||
| Bond | 9.000 | 4/11/2009 | 8 years from the issuing date | |
| TRADE LOGISTICS SA | Bond | 5.400 | 29/2/2012 | In 2014 an extension was agreed until February 2017 years (€1.600 payable forthcoming period) |
| 14.400 | ||||
| RENTIS SA | Bond | 8.000 | 2/3/2013 | 2 years from the issuing date (an extension was agreed until 20/1/2017) |
| Bond | 2.300 | 20/1/2010 | 7 years from the issuing date | |
| 10.300 | ||||
| HOUSE MARKET BULGARIA AD | Syndicated | 42.910 | 22/12/2011 | 7 years from the issuing date (€7.980 payable forthcoming period) |
| 42.910 | ||||
| INTERSPORT S.A. | Bond | 24.567 | 18/11/2014 | 5 years from the issuing date (€2.090 payable forthcoming period) |
| 24.567 | ||||
| HOUSEMARKET SA | Bond | 9.600 | 21/2/2011 | 6 years from the issuing date (€3.200 payable forthcoming period) |
| 9.600 | ||||
| Total | 108.966 |
Non –current loans include:
a) The bond loan issued by the company HOUSEMARKET S.A. of five-year maturity. The Bond Loan, was disposed through a public offering by cash payment and the available 40.000.000 bearer bonds were issued on 6/10/2016 for trading in the fixed income securities category of the regulated market of Athens Stock Exchange.
b) The remaining finance lease liability of amount € 472 th. of the company HOUSEMARKET S.A. 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 finance lease for the land and the building improvements expires on December 2017.
c) The remaining finance lease liability of amount € 2.074 th. of the company INTERSPORT
ATHLETICS S.A. through which it financed the purchase of new mechanical equipment for warehousing and transportation of goods in the warehousing premises of the subsidiary company TRADE LOGISTICS S.A. on 29 September 2015. The finance lease expires on September 2020.
Total short term loans of the Group include current loans and overdraft bank accounts which are used for the Group's working capital needs. The amounts drawn are used mainly to cover current obligations to suppliers. The weighted average interest rate of short term loans for the period 1/1/2016 to 31/12/2016 was approximately 5,97% (2015: 5,86%). During the current period, Interest Rate Swaps or IRSs continue to exist, in order to mitigate the risk of subsidiaries of a sudden increase in interest rates in the interbank market.
The terms of the swap agreements are as follows:
Some of Group's loans include loan covenants. On 31/12/2016 the Group either complied with the terms of the loans or had the approval to wave the right to calculate them.
The Group, having centralized its capital management, has the ability to directly identify, quantify, manage and hedge, if necessary, its financial risks created by its operational activities so as to be consistent to the changes in the economic environment. The Group continuously observes and budgets its cash flow and acts appropriately in order to ensure open credit lines for covering current capital needs. The Group has adequate open credit lines with domestic and foreign financial institutions in order to cover the needs of the companies in working capital.
Trade and other payables are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | ||
| Trade payables | 74.931 | 79.963 | 784 | 145 | |
| Accrued expenses | 7.990 | 6.165 | 662 | 422 | |
| Other payables | 1.288 | 1.181 | 534 | 92 | |
| Taxes liability | 7.740 | 7.788 | 280 | 175 | |
| Customers advances | 1.499 | 1.583 | 720 | 119 | |
| Insurance Organizations | 2.731 | 2.479 | 144 | 141 | |
| Total | 96.179 | 99.161 | 3.124 | 1.095 |
The decrease in trade payables is mainly due to different purchases timetable of the companies of the home furniture and household goods segment compared to the prior year. Increase in accrued expenses is due to a provision of bond loan interest payment of a subsidiary and an expense provision due to targets achievement.
The nominal tax rates in the countries that the Group is operating vary between 10% and 29% for the year, as follows:
| Income Tax Rate | |
|---|---|
| Country | (31/12/2016) |
| Greece | 29,0% |
| Romania | 16,0% |
| Bulgaria | 10,0% |
| Cyprus | 12,5% |
| Turkey | 20,0% |
The parent company and its subsidiaries have not been audited by the tax authorities for the years noted below:
| COMPANY | YEARS |
|---|---|
| FOURLIS HOLDINGS SA | 2010 – 2016 (*) |
| INTERSPORT ATHLETICS SA | 2008 – 2016 (*) |
| GENCO TRADE SRL | 2007 – 2016 |
| GENCO BULGARIA EOOD | 2008 – 2016 |
| TRADE LOGISTICS SA | 2010 – 2016 (*) |
| HOUSEMARKET SA | 2011 – 2016 (*) |
| HM HOUSEMARKET (CYPRUS) LTD | 2012 – 2016 |
| HOUSE MARKET BULGARIA AD | 2008 – 2016 |
|---|---|
| RENTIS SA | 2010 – 2016 (*) |
| INTERSPORT ATHLETICS (CYPRUS) LTD | 2006 – 2016 |
| WYLDES LTD | 2009 – 2016 |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET A.Ş. | 2016 |
Assosiate companies have not been audited by the tax authorities for the years noted below:
| COMPANY | YEARS |
|---|---|
| VYNER LTD | 2009 – 2016 |
| SPEEDEX SA | 2011 – 2016 (*) |
| SW SOFIA MALL ENTERPRISES LTD | 2015 – 2016 |
(*) For the fiscal years 2011, 2012 and 2013 all companies of the Group located in Greece, have been subjected to tax audit by Certified Audit Accountants in compliance with the provisions of Article 82 par. 5 of Law 2238/1994 and for the fiscal years 2014, 2015 and 2016 in compliance with the provisions of Article 65 a of Law 4174/2013 and received a Tax Compliance Certificate for fiscal years 2011, 2012, 2013, 2014 and 2015, while tax audit for the fiscal year 2016 is in progress. Upon completion of the audit, the Management of the Company does not expect any significant liabilities to occur, other than those recorded in the financial statements. In order for the years 2011, 2012 and 2013 to be considered integrated, provisions specified in par. 1a of Article 6 POL 1159/2011 should apply. The integration of the years 2014 and 2015 is implemented based on POL 1124/2015.
In September 2014 the tax audit for the financial years 2007-2010 for the subsidiary HOUSEMARKET S.A. was completed and taxes of amount € 1.841 thousand, as well as fines and surcharges of amount € 2.022 thousand were assessed. On 24/10/2014 an administrative appeal was submitted, according to art. 63 of the Law 4174/2013, seeking for the review of the assessment acts of the Tax Authorities, and half of the amount disputed, i.e. € 1.937 thousand was paid. On 24/2/2015 the company was informed of the decision of the Authority for the Settlement of Disputes, concerning the aforementioned administrative appeal, which reduced the taxes assessed to € 1.632 thousand and the fines and surcharges to € 1.761 thousand. On 3/4/2015 two (2) appeals (concerning VAT and income tax) were submitted to the Administrative Courts, against the decision of the Authority for the Settlement of Disputes. On 29/4/2015, based on the L. 4321/2015, the full payment of the amount of the main tax was made with a decrease of additional taxes and surcharges attributable. 22/9/2015 was the date set for the discussion of the appeal of the subsidiary HOUSEMARKET SA in the Administrative Court of Appeals, which was postponed for 1/12/2015. On 1/12/2015 the case was discussed at the Administrative Court of Appeals and the resolution 1406/2016 was issued regarding the appeal versus assesments of income tax and the resolution 1405/2016 regarding the appeal versus assesments of VAT. Based on the resolution 1406/2016, the relative Appeal conducted versus assesments of income tax of the fiscal year 2007 was, at a highly significant extent, accepted and the
trial of the rest years (2008, 2009 and 2010) was postponed until December 2016 (6/12/2016). The trial of the fiscal years (2008, 2009 and 2010) took place on 6/12/2016 and the relevant resolutions are expected to be announced within the year 2017. Based on the resolution 1405/2016, the Judicial Appeal of VAT was rejected. The resolutions 1406/2016 and 1405/2016 were served on 25/7/2016. Against the 1406/2016 resolution of the Administrative Court of Appeals, the appeal of 14/11/2016 was lodged on behalf of the State, the trial date of which has not yet been determined. The Management estimates that any contigent liability may arise for the Company, as a result of this case, will not have a significant impact on the Income Statement, the cash flows or the total financial condition of the Group.
The accumulated tax provision for the unaudited tax years of the subsidiary HOUSEMARKET SA on 31/12/2016 amounts to € 1.796 th. (31/12/2015: 1.609 th.)
On 18/3/2016, the temporary audit for withholding tax for the period 1/1/2012 – 28/2/2013 of HOUSEMARKET SA was completed without any findings and tax differences.
On 2/6/2016, the temporary audit for income tax for the year 2014 of HOUSEMARKET SA was completed without any findings and tax differences.
On 31/8/2016, the audit of EUROELECTRONICS SA for the year 2008, which was merged from PRIME TELECOM SA on 30/12/2010 and was later absorbed by FOURLIS TRADE SA on 27/2/2012, was completed. The parent company had a shareholding of 100% until 23/12/2016 at FOURLIS TRADE SA, until its absorption from HOUSEMARKET SA in which the parent company has a shareholding of 100%. A tax and surcharges amount of € 132 thousand occurred from the audit of EUROELECTRONICS SA for which a provision already existed.
On 31/12/2016, the right of INTERSPORT ATLETIK MAGAZACILIK for tax audit for the year 2011 was waived while also within the year 2016 in compliance with the relevant legislation, the fiscal years 2012-2015 of the company were integrated and a tax amount of € 6 thousand occured.
On 31/12/2016, the companies that are in audit process are FOURLIS TRADE SA for the year 2009 (ordinary audit) which was absorbed by HOUSEMARKET SA on 23/12/2016, HOUSEMARKET SA for the year 2012 (temporary audit) and HOUSEMARKET BULGARIA LTD (ordinary audit) for the years 2010- 2012. Moreover, the audit of HM HOUSEMARKET (CYPRUS) LTD for the years 2006-2011 was completed and the resolution of the tax authority is expected. The Management estimates that any contigent liability may arise, as a result of these tax audits, will not have a significant impact on the Income Statement, the cash flows or the total financial condition of the Group.
The income tax expense for the year 2016 and the relative year 2015 is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Income tax | 2.742 | 1.990 | 0 | $\mathbf 0$ |
| Tax audit differences | 41 | 11 | 0 | $\circ$ |
| Tax N4172 tax free reserves | $\Omega$ | $\circ$ | $\Omega$ | $\circ$ |
| Deferred Taxes: | ||||
| Differences of fixed assets | 1.134 | 835 | (4) | (4) |
| Provisions for employee benefits | (96) | (113) | (15) | (4) |
| Finance leases | $\circ$ | 119 | $\circ$ | $\mathsf O$ |
| Supplier adjustment | 3 | $\circ$ | 3 | $\circ$ |
| Provisions | (27) | (387) | $\mathbf 0$ | (3) |
| Accrued Taxes | (2.149) | 383 | 109 | $\circ$ |
| Inventory Write Off Provision | 38 | (242) | $\circ$ | $\circ$ |
| Effect of changes on tax rates | $\circ$ | (332) | $\circ$ | (13) |
| Total Deferred taxes | (1.097) | 263 | 93 | (24) |
| Income Tax Expense | 1.686 | 2.265 | 93 | (24) |
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Profit before taxes | 7.695 | 2.517 | 7.243 | (1.430) |
| Income tax based on nominal tax rate | 4.959 | 855 | 2.095 | (415) |
| Tax rate differences | 0 | 0 | 0 | 0 |
| Tax on tax free income | (3.625) | (265) | (2.465) | $\pmb{0}$ |
| Tax on non deductible expenses | 321 | 593 | 0 | $\pmb{0}$ |
| Tax on tax losses | (399) | 1.050 | 479 | $\pmb{0}$ |
| Non operating income tax | 0 | 3 | $\mathbf 0$ | $\mathbf 0$ |
| Write-off of receivables | 359 | 415 | 0 | 415 |
| Effect of Assets held for Sale | $\mathbf 0$ | 0 | 0 | $\mathbf 0$ |
| Miscellaneous timing differences | 71 | (387) | (16) | (24) |
| Tax L4172 tax free reserve | 0 | 0 | $\pmb{0}$ | $\mathbf 0$ |
| Tax in statement of comprehensive income | 1.686 | 2.265 | 93 | (24) |
Deferred taxes on 31/12/2016, which appear in the Statement of Comprehensive Income and compose income due to valuation of cash flow hedging at the fair value, amount to € 18 th. (31/12/2015: € 3 th.) and income due to defined benefits plans, amount to € 148 th. (31/12/2015: € 62 th.).
Deferred taxes as at 31 December 2016 and 31 December 2015 which appear in other Financial Statements are analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Liabilities: | ||||
| Depreciation Difference | 221 | 3.160 | $\mathbf 0$ | $\mathbf 0$ |
| Employee retirement benefits | (174) | (572) | $\Omega$ | $\circ$ |
| Deferred Income tax | $\circ$ | (581) | 0 | $\mathbf 0$ |
| Expenses Provision | 44 | (31) | $\mathbf{O}$ | $\circ$ |
| Reclass of Revenue account | $\circ$ | 58 | $\mathbf{O}$ | $\mathbf 0$ |
| Impairment on reserves | $\circ$ | $\circ$ | $\circ$ | $\overline{0}$ |
| Provision Other Expenses | 0 | (342) | $\mathbf{O}$ | $\mathbf 0$ |
| Total | 91 | 1.693 | 0 | 0 |
| Assets: | ||||
| Depreciation calc. difference | (3.768) | 207 | 5 | $\mathbf{1}$ |
| Employee retirement benefits | 920 | 301 | 120 | 104 |
| Stock devaluation | 415 | 111 | $\mathsf{O}\xspace$ | $\circ$ |
| Provisions | 101 | (5) | 14 | 3 |
| Provision for doubtful debts | 1.087 | 893 | $\circ$ | $\mathbf 0$ |
| Finance leases | $\mathsf{O}\xspace$ | 210 | 0 | $\mathbf 0$ |
| Reclass of Revenue account | (53) | $\mathbf 0$ | 0 | $\mathbf 0$ |
| Deferred income tax | 8.134 | 6.068 | 571 | 680 |
| Total | 6.836 | 7.785 | 710 | 788 |
Deferred income taxes result from temporary differences between assets and liabilities tax recognition and financial statements composition.
On 31/12/2016, the Group had accumulated carried forward tax losses in its subsidiaries on part of which a provision was made for deferred tax asset of amount € 8.134 thousand (31/12/2015: € 6.068 thousand) as the Management considered that the recognition criteria were met. For the part of tax losses on which a deferred tax asset has been recognized, the Management estimates that they will be covered against taxable profits before their expiration date.
Given that some of the Group companies have not been audited by the tax authorities for a few years, as mentioned above, it is considered by the Group that adequate provisions for current and future tax audit differences have been made. On 31/12/2016, the cumulative Group's provision for unaudited tax years amounts to € 2.054 thousand (€ 2.054 th. on 31/12/2015) and to € 20 thousand for the Company as at 31/12/2016 (€ 20 th. on 31/12/2015) which is displayed in Income Tax Payable.
The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares during the period. The weighted average number of shares as at 31 December 2016 is 51.330.410 (31/12/2015: 50.992.322).
| GROUP | ||
|---|---|---|
| 31/12/2016 | 31/12/2015 | |
| (Loss)/Profit after tax attributable to owners of the parent | 6.009 | 253 |
| Number of issued shares | 51.330.410 | 50.992.322 |
| SOP Impact | 1.101.261 | 1.005.019 |
| Effect from purchase of own shares | $\circ$ | $\circ$ |
| Weighted average number of shares | 52.431.671 | 51.997.341 |
| Basic (Losses)/Earnings per Share (in Euro) | 0,1171 | 0,0050 |
| Diluted (Losses)/Earnings per Share (in Euro) | 0.1146 | 0,0049 |
| Discontinued operations | ||
|---|---|---|
| 31/12/2016 | 31/12/2015 | |
| Basic Earnings / Losses per Share (in Euro) | (0,0100) | (0,0660) |
| Diluted Earnings/ Losses per Share (in Euro) | (0,0098) | (0,0647) |
On 16/1/2017 the trading of the 338.088 new common nominal shares, which came from the share capital increase due to exercise of options (stock option plan), started.
On 31/12/2016, the Company does not hold treasury shares. It is noted that following the resolution of the ordinary General Assembly of the shareholders on 17/6/2016, a stock option plan has been established until the maximum number of 2.549.616 shares (5% of the paid share capital) which is in force until 17/6/2018, namely 24 months since the approval of the General Assembly.
The Group's contingent liabilities for the period 1/1 - 31/12/2016 are analyzed as follows:
amounting to € 21.662 th.
There are no litigation or arbitration proceedings that might have a material impact on the Group's Financial Statements.
Group as Lessee: 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 | |||
|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Up to 1 year | 25,915 | 22,849 | 212 | 210 |
| Between 1-5 years | 88.245 | 79.480 | 729 | 910 |
| More than 5 years | 127.975 | 137.284 | 494 | 502 |
| Total | 242.136 | 239,612 | 1.434 | 1.622 |
Concerning operating leasing contracts, the total future dues for rents as below:
The expense for operating leasing of financial year 2016, that was recorded in the income statement amounted to € 23.031 thousand (€ 22.348 thousand for the year 2015).
Group as Lessor: The future leasing contracts of the Group as a lessor amounts to € 1.343 thousand until 1 year, € 4.080 thousand for 2 - 5 years, and 6.688 thousand for 5 years and up (2015: € 2.245 thousand until 1 year, € 9.054 thousand for 2 - 5 years, and € 9.260 thousand for 5 years and up).
There are no litigation or arbitration proceedings as well as resolutions of judicial institutions (paragraph 23) that might have a material impact on the assets of the Group's companies.
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 to its subsidiaries in the areas of IT, HR, financial planning and controlling, treasury and social responsibility.
The analysis of the related party receivables and payables as at 31 December 2016 and 2015 are as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | ||
| Receivables from: | FOURLIS TRADE SA | $\circ$ | $\circ$ | $\circ$ | 6 |
| HOUSE MARKET SA | $\circ$ | $\circ$ | 8.500 | $\circ$ | |
| INTERSPORT SA | $\Omega$ | $\Omega$ | 508 | 606 | |
| TRADE LOGISTICS SA | $\circ$ | $\Omega$ | 29 | 13 | |
| GENCO BULGARIA | $\circ$ | $\mathbf 0$ | 22 | 16 | |
| INTERSPORT (CYPRUS) LTD H.M. HOUSE MARKET (CYPRUS) LTD |
$\circ$ $\circ$ |
$\circ$ 0 |
8 17 |
3 14 |
|
| SPEEDEX SA | $\mathbf 0$ | 7 | $\circ$ | 7 | |
| RENTIS SA | $\Omega$ | $\Omega$ | $\overline{2}$ | $\overline{2}$ | |
| HOUSE MARKET BULGARIA AD | $\circ$ | 0 | 91 | 25 | |
| GENCO TRADE SRL | $\Omega$ | $\circ$ | 73 | $\overline{4}$ | |
| SERVICE ONE SA | $\circ$ | $\circ$ | $\circ$ | 11 | |
| INTERSPORT ATLETIK | $\circ$ | $\circ$ | 193 | 14 | |
| TRADE STATUS SA | 135 | 160 | 135 | 157 | |
| Total | 136 | 167 | 9.579 | 877 | |
| Payables to: | HOUSE MARKET SA | $\circ$ | $\circ$ | 926 | 125 |
| INTERSPORT SA | $\circ$ | $\circ$ | 96 | $\mathbf 0$ | |
| TRADE LOGISTICS SA | $\circ$ | $\circ$ | 8 | $\mathbf{1}$ | |
| GENCO BULGARIA | $\circ$ | $\circ$ | 10 | $\circ$ | |
| INTERSPORT (CYPRUS) LTD | 0 | $\circ$ | 9 | $\circ$ | |
| H.M. HOUSE MARKET (CYPRUS) LTD |
$\circ$ | $\circ$ | 38 | $\mathbf{O}$ | |
| SPEEDEX SA | 181 | 137 | 15 | $\mathbf{1}$ | |
| HOUSE MARKET BULGARIA AD | $\circ$ | $\circ$ | 46 | $\circ$ | |
| GENCO TRADE SRL | $\circ$ | $\circ$ | 49 | $\mathbf 0$ | |
| SERVICE ONE SA | 35 | $\circ$ | 0 | $\circ$ | |
| INTERSPORT ATLETIK | $\circ$ | $\circ$ | 26 | 0 | |
| TRADE STATUS SA | 4 | $\mathbf{1}$ | 3 | $\Omega$ | |
| Management Members | 29 | 42 | 29 | 0 | |
| Total | 249 | 180 | 1.255 | 127 |
Related party transactions as at 31 December 2016 and 2015 are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | 127 | 111 | 3.950 | 3.986 |
| Other operating income | 41 | 65 | 1.048 | 746 |
| Total | 168 | 176 | 4.998 | 4.732 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Administrative expenses | 287 | 79 | 15 | 5 |
| Distribution expenses | 724 | 308 | $\Omega$ | |
| Total | 1.011 | 387 | 15 | 5 |
During 2016 and 2015, transactions and fees of management members were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Transactions and fees of management members |
2.610 | 2.658 | 525 | 488 |
There are no other transactions between the Group or the Company with the management. The transactions with related parties are arm's length.
During financial years 2016 and 2015, between the parent company and its subsidiaries the following transactions occurred:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | 29.005 | 24.724 | 3.839 | 3.884 |
| Cost of Sales | 22.800 | 19.364 | 3.686 | 3.460 |
| Other Income | 2.110 | 1.984 | 804 | 725 |
| Administrative expenses | 4.590 | 4.682 | 9 | 12 |
| Distribution expenses | 3.520 | 2.598 | 0 | $\circ$ |
| Other operating expenses | 18 | 7 | 0 | $\circ$ |
| Dividends | 12.500 | 469 | 8.500 | $\circ$ |
| GROUP | COMPANY | |||
| 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | |
| Trade receivables | 19.463 | 8.769 | 9.444 | 702 |
| Inventory | 310 | 272 | 0 | $\mathbf 0$ |
| Creditors | 16.963 | 6.368 | 1.208 | 126 |
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».
Discontinued operation includes the company FOURLIS TRADE S.A. which operates in Greece and the
parent company had a direct shareholding of 100% until 23/12/2016. FOURLIS TRADE SA was merged with its absorption by HOUSEMARKET SA in which the parent company has a shareholding of 100%. The relevant announcement was registerd at GECR with Registration Code Number 868451 on 23/12/2016 and Balancesheet transformation date of the absorbed company 30/6/2016. Discontinued operation of 2015 also includes data of the company SERVICE ONE SA, subsidiary of FOURLIS TRADE SA until 24/11/2015, as well as the retail fashion activity segment (NEWLOOK Stores) of GENCO TRADE SRL the termination of operation of which was completed within July 2015.
Income Statement of the discontinued operations is presented below:
| GROUP Discontinued Operations |
||
|---|---|---|
| $1/1 - 31/12/2016$ | $1/1 - 31/12/2015$ * | |
| Revenue Cost of Goods Sold Other operating income Distribution expenses Administrative expenses Other operating expenses Financial expenses / income |
239 (307) 676 (928) 453 (248) (2) |
5.660 (4.648) 289 (2.844) (1.427) (164) (257) |
| Contribution to losses of subsidiary sale | (469) | |
| Profit / (Loss) before Tax Income tax Non controlling interest |
(117) (397) |
(3.860) 495 O |
| Profit /Loss After Tax and Minority Interest |
(513) | (3.364) |
The cash flows of the discontinued operations are presented below:
| 1/1-31/12/2016 | $1/1 - 31/12/2015$ * | |
|---|---|---|
| Operating inflow / (outflow) from discontinued operations | (195) | 11.407 |
| Investing inflow / (outflow) from discontinued operations | (8) | 214 |
| Financing inflow / (outflow) from discontinued operations | 0 | (8.060) |
| Effect of exchange rate fluctuations on cash held | (2) | |
| Net increase /decrease in cash and cash equivalents | (204) | 3.559 |
*Data of the prior 12month period have been reclassified in order to be similar and comparable to the amounts of the corresponding period of 2016 regarding the characterization of continued and discontinued operation.
The most significant changes recorded in the Consolidated and Separate Statement of Financial Position as of 31/12/2016 in comparison with the corresponding data as at 31/12/2015 are the following:
Decrease in the amount of "Inventory" despite the opening of new retail stores of sporting goods, new IKEA Pick up Point and the development of e-commerce stores, is due to the implementation of more rational management methods of inventory mainly through the
investment in the supply chain center (robotic warehouse of INTERSPORT & TAF stores).
There are no other significant events following the date of 31/12/2016 that may affect the financial position of the Group and the Company.
| Protocol Number | Date - Time | Subject | |
|---|---|---|---|
| 2016/EXAE/H/546 | 25/01/2016 13:55 | Publication date FY15 financial results | |
| 2016/EXAE/H/1865 | 08/03/2016 16:27 | Financial Statement in PDF format | |
| 2016/EXAE/H/1866 | 08/03/2016 16:28 | Financial Statement in PDF format | |
| 2016/EXAE/H/1867 | 08/03/2016 16:33 | Financial Statement in PDF format | |
| 2016/EXAE/H/1868 | 08/03/2016 16:37 | Financial Statement in PDF format | |
| 2016/EXAE/H/1900 | 09/03/2016 13:11 | Financial Statement | |
| 2016/EXAE/H/1901 | 09/03/2016 13:12 | Financial Statement | |
| 2016/EXAE/H/1899 | 09/03/2016 12:55 | Presentation at the Hellenic Fund and Asset Management Association |
|
| 2016/EXAE/H/1869 | 08/03/2016 16:45 | Consolidated Financials FY15 (IFRS) | |
| 2016/EXAE/H/1870 | 08/03/2016 16:59 | Financial Calendar 2016 | |
| 2016/EXAE/H/2280 | 21/03/2016 17:32 | Resignation of a Board Member | |
| 2016/EXAE/H/4233 | 25/04/2016 12:54 | Publication date Q1FY16 financial results | |
| 2016/EXAE/H/5135 | 24/05/2016 16:12 | Replacement of a member of the BoD | |
| 2016/EXAE/H/5138 | 24/05/2016 16:23 | Corporate Presentation Q1FY16 | |
| 2016/EXAE/H/5137 | 24/05/2016 16:18 | Consolidated Financials Q1FY16 (IFRS) | |
| 2016/EXAE/H/5229 | 26/05/2016 09:53 | INVITATION TO THE ANNUAL ORDINARY GENERAL MEETING OF THE SHAREHOLDERS |
|
| 2016/EXAE/H/5662 | 03/06/2016 15:14 | Notification of Home Member State | |
| 2016/EXAE/H/6196 | 17/06/2016 13:17 | Resolution of the Annual General Meeting of the Shareholders of the company, held on 17.06.2016 |
|
| 2016/EXAE/H/6950 | 05/07/2016 18:05 | Announcement according to L. 3556/2007 | |
| 2016/EXAE/H/7361 | 20/07/2016 11:41 | Publication date H1FY16 financial results | |
| 2016/EXAE/H/8306 | 30/08/2016 17:35 | Corporate Presentation for H1 2016 Financial Results | |
| 2016/EXAE/H/8296 | 30/08/2016 17:19 | Consolidated Financials H1FY16 (IFRS) | |
| 2016/EXAE/H/8901 | 16/09/2016 18:08 | Tax Certificate for the fiscal year 2015 | |
| 2016/EXAE/H/10597 | 25/10/2016 16:55 | Publication date Q3FY16 financial results | |
| 2016/EXAE/H/10935 | 07/11/2016 16:21 | Trade Aknowledgement | |
| 2016/EXAE/H/10990 | 08/11/2016 17:46 | Trade Aknowledgement | |
| 2016/EXAE/H/8291 | 30/08/2016 17:10 | Financial Statement in PDF format | |
| 2016/EXAE/H/11360 | 21/11/2016 13:39 | Financial Statement in PDF format | |
| 2016/EXAE/H/11362 | 21/11/2016 15:20 | Financial Statement in PDF format | |
| 2016/EXAE/H/11419 | 22/11/2016 18:11 | Corporate Presentation for 9M 2016 Financial Results | |
| 2016/EXAE/H/11417 | 22/11/2016 17:50 | Consolidated Financials Q3FY16 (IFRS) | |
| 2016/EXAE/H/11544 | 25/11/2016 09:58 | Trade Aknowledgement | |
| 2016/EXAE/H/11622 | 28/11/2016 18:10 | Announcement regarding the appointment of Market Maker | |
| 2016/EXAE/H/12332 | 21/12/2016 10:11 | Announcement for the exercise of stock option rights |
The Annual Financial Report of the Group (Consolidated and Separate), The Independent Auditors Report and the Board of Directors Report for the year 2016 has been published by posting on the internet at the web address http://www.fourlis.gr.
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