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Fourlis S.A.

Quarterly Report Sep 24, 2015

2687_10-q_2015-09-24_a37e02e2-4207-451b-96c3-e69333ac8ab8.pdf

Quarterly Report

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FOURLIS HOLDINGS AE

REG. NO: 13110/06/Β/86/01

OFFICES: 340 KIFISSIAS AVENUE – 154 51 Ν. PSYCHIKO

CONDENSED FINANCIAL STATEMENTS For the nine months period from 1/1/2008 to 30/09/2008

.

CONTENTS

BALANCE SHEETS (CONSOLIDATED AND PARENT COMPANY) AS AT SEPTEMBER 30, 2008
AND DECEMBER 31, 2007……… ……………………………………………………………………………2
INCOME STATEMENTS CONSOLIDATED AND THE COMPANY FOR THE NINE MONTHS PERIOD
ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007 3
STATEMENTS OF CONSOLIDATED MOVEMENT IN EQUITY AS AT SEPTEMBER 30, 2008
AND SEPTEMBER 30, 2007 ……………………………………………………………4
STATEMENTS OF MOVEMENT IN EQUITY (PARENT COMPANY) AS AT SEPTEMBER 30, 2008
AND SEPTEMBER 30, 2007 .5
STATEMENTS OF CASH FLOWS (CONSOLIDATED AND PARENT COMPANY) FOR THE
NINE PERIOD ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 20076
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY AND
CONSOLIDATED) ……………….……………………………………………………………………………….7

The attached Interim Financial Statements for the nine months period are those approved by the Board of Directors of "FOURLIS HOLDINGS AE" on 24/11/2008 and have been published by posting on the Internet at the web address www.fourlis.gr.

Chairman CEO

ID No. Σ-700173 ID No Π-319553

Vassilios St. Fourlis Apostolos D. Petalas

Finance Manager Chief Accountant Planning & Controlling

Theodore G. Poulopoulos Sotirios I Mitrou ID No. ΑΖ-547722 ID No. Π-135469 Ch. Acct.Lic. No. 36611 Α Class Ch.Acct.Lic. No. 30609 A Class

BALANCE SHEETS (CONSOLIDATED AND PARENT COMPANY) AS AT SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

Consolidated Parent Company
Assets Notes 30/09/2008 31/12/2007 30/09/2008 31/12/2007
Non-current assets
Property, plant and equipment 6 185.269 148.218 72 72
Intangible assets 5.109 4.997 32 19
Investment Property 23.818 23.818 - -
Investments 95 95 88.267 88.254
Long Term receivables 7.281 6.894 180 176
Deferred taxes 1.320 1.128 - -
Total non-current assets 222.892 185.150 88.551 88.521
Current assets
Inventory 15 131.513 90.344 - -
Income tax receivable 11.630 9.112 2.352 2.503
Trade receivables 15 118.186 155.901 257 71
Other receivables
Cash and cash equivalent
26.938
44.536
20.744
70.483
115
14.776
180
21.885
Total current assets 332.803 346.584 17.500 24.639
Non-current assets classified as
available for sale 16.936 4.738 16.934 4.736
Total Assets 572.631 536.472 122.985 117.896
Shareholders Equity & Liabilities
Shareholders Equity
Share capital 50.953 50.953 50.953 50.953
Share premium reserve 11.864 11.864 12.208 12.208
Reserves
Retained earnings
52.394
53.707
49.741
37.999
29.150
25.172
27.984
21.419
168.918 150.557 117.483 112.564
Minority interest 777 481 -
Total Equity 169.695 151.038 117.483 112.564
Liabilities
Non-current liabilities
Interest bearing loans and borrowings 8,15 127.764 146.161 - -
Employee retirement benefits 9 1.715 1.458 23 11
Provisions 10 932 216 74 -
Deferred taxes 5.506 2.224 3.185 146
Other non-current liabilities 164 160 163 161
Total Non-current liabilities 136.081 150.219 3.445 318
Current liabilities
Interest bearing loans and borrowings 8,15 44.839 37.930 - -
Current portion of non-current interest
bearing loans and borrowings
8,15 62.018 3.089 - -
Income tax payable 10 16.458 20.251 1.752 4.693
Trade and other payables 15 143.540 173.945 305 321
Total current liabilities 266.855 235.215 2.057 5.014
Total Liabilities 402.936 385.434 5.502 5.332
Total equity and liabilities 572.631 536.472 122.985 117.896

(In thousands of Euro, unless otherwise stated)

The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements

INCOME STATEMENTS CONSOLIDATED AND THE COMPANY FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

Consolidated Parent Company
Note 9MFY08 Q3FY08 9MFY07 Q3FY07 9MFY08 Q3FY08 9MFY07 Q3FY07
Revenue 5 546.393 433.771 196.531 164.630 - - - -
Cost of Goods Sold 5 (378.732) (303.229) (132.606) (114.226) - - - -
Gross profit 167.661 130.542 63.925 50.404 - - - -
Other operating income 5,15 23.951 19.570 16.184 6.846 13.030 11.581 12.540 4.270
Distribution expenses 5,15 (105.881) (75.651) (38.860) (30.836) - - - -
Administrative expenses 5 (24.228) (17.594) (8.637) (5.486) (1.238) (1.146) (405) (316)
Other operating expenses 5 (5.051) (4.870) (1.753) (2.259) (20) (559) - (167)
Operating profit 56.452 51.997 30.859 18.669 11.772 9.876 12.135 3.787
Financial expenses 5 (12.064) (7.210) (4.135) (2.934) (1) (96) (1) (2)
Financial income 5 2.514 2.135 696 798 581 283 99 143
Income from associate
companies
7 - - - - 11.000 15.526 - -
Profit before tax 46.902 46.922 27.420 16.533 23.352 25.589 12.233 3.928
Income tax expense 10 (12.506) (13.360) (7.454) (4.864) (3.163) (2.792) (3.133) (1.022)
Profit for the period 34.396 33.562 19.966 11.669 20.189 22.797 9.100 2.906
Attributable to:
Parent company 33.979 33.354 19.841 11.502 20.189 22.797 9.100 2.906
Minority interest 417 208 125 167 - - -
Net Profit for the period 34.396 33.562 19.966 11.669 20.189 22.797 9.100 2.906
Basic earnings per
share (in Euro):
Basic Earnings per Share 11 0,6669 0,6546 0,3894 0,2257 0,3962 0,4474 0,1786 0,0570

(In thousands of Euro, unless otherwise stated)

The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements

STATEMENTS OF CONSOLIDATED MOVEMENT IN EQUITY AS AT SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

Share
Capital
Share
premium
reserve
Reserv
es
Revalua
tion
reserve
Foreign
exchange
difference
s from B/S
translatio
n reserve
Retained
earnings /
(Accumul
ated
losses))
Total Minority
interest
Total
Equity
Balance at
1/1/2007
50.953 11.875 30.111 18.641 539 1.946 114.065 134 114.199
Profit for the period 33.354 33.354 208 33.562
Dividend
distribution
(9.171) (9.171) (69) (9.240)
Reserves 1.057 (1.057) - -
Net Income directly
booked in Net
Equity
98 98 98
Foreign exchange
differences from
B/S translation
(5) (5) (5)
Balance at
30/09/2007
50.953 11.875 31.168 18.641 534 25.170 138.341 273 138.614
Balance at
1/1/2008
50.953 11.864 31.172 18.641 (72) 37.999 150.557 481 151.038
Profit for the period 33.979 33.979 417 34.396
Dividend
distribution
(15.286) (15.286) (121) (15.407)
Reserves 2.983 (2.983) - -
SOP reserve 16 16 16
Foreign exchange
differences from
B/S translation
(346) (2) (348) (348)
Balance at
30/09/2008
50.953 11.864 34.171 18.641 (418) 53.707 168.918 777 169.695

(In thousands of Euro, unless otherwise stated)

The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements

STATEMENTS OF MOVEMENT IN EQUITY (PARENT COMPANY) AS AT SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

Parent Company
Share
Capital
Share
premium
reserve
Reserves Retained earnings
/ (Accumulated
losses)
Total
Balance as at 1/1/2007 50.953 12.208 27.976 10.061 101.198
Profit for the period
Dividend distribution
22.797
(9.172)
22.797
(9.172)
Reserve 8 (8) -
Balance as at
30/09/2007
50.953 12.208 27.984 23.678 114.823
Balance as at 1/1/2008 50.953 12.208 27.984 21.419 112.564
Profit for the period 20.189 20.189
Dividend distribution (15.286) (15.286)
SOP Reserve 16 - 16
Reserve 1.150 (1.150) -
Balance as at
30/09/2008
50.953 12.208 29.150 25.172 117.483

(In thousands of Euro, unless otherwise stated)

The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements

STATEMENTS OF CASH FLOWS (CONSOLIDATED AND PARENT COMPANY) FOR THE NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

Consolidated Parent Company
9MFY08 9MFY07 9MFY08 9MFY07
Net profit before taxes 46.902 46.922 23.352 25.589
Movements:
Depreciation 7.476 5.607 10 21
Provisions 1.213 16.191 15 93
Foreign exchange differences (17) 188 - -
Results (Income, expenses, profit and loss) from
investment activity
(12.956) (11.964) (23.778) (26.775)
Interest expense 10.037 6.326 1 96
Plus / less adjustments for changes in working capital
related to the operating activities:
Decrease / (Increase) in inventory (41.442) (7.810) - -
Decrease / (Increase) in trade and other receivables 28.188 (30.476) (134) (894)
(Decrease) / Increase in liabilities (28.723) (2.900) (8) (314)
Less:
Interest paid (9.876) (6.118) (1) (96)
Income taxes paid (15.500) (9.858) (2.836) (211)
Net cash generated from operations (a) (14.698) 6.108 (3.379) (2.491)
Investing Activities
Purchase of subsidiaries and related companies
Proceeds from Disposal of Subsidiaries, related companies
-
-
(4.094)
37.503
-
-
(633)
27.397
and other investments.
Purchase of tangible and intangible fixed assets
(45.144) (24.417) (24) (39)
Proceeds form disposal of of tangible and intangible fixed
assets
-
153 387
Interest received 1.012 627 580 282
Proceeds from dividends - 426 11.000 15.526
Total inflow / (outflow) from investing activities (b) (43.979) 10.432 11.556 42.533
Financing activities
Proceeds from issued loans 186.251 274.963 - 31.370
Loans paid off (135.999) (252.567) - (39.490)
Payments of leasing liabilities (1.981) (2.100) - -
Dividends paid (15.407) (9.235) (15.286) (9.166)
Total inflow / (outflow) from financing activities (c) 32.864 11.061 (15.286) (17.286)
Net increase / (reduction) in cash and cash equivalents
for the period (a) + (b) + (c)
(25.813) 27.601 (7.109) 22.756
Cash and cash equivalents at the beginning of the period 70.483 25.544 21.885 128
Effect of foreign exchange differences on Cash (134) 17 - -
Closing balance, cash and cash equivalents 44.536 53.162 14.776 22.884

(In thousands of Euro, unless otherwise stated)

The attached notes on pages 7 to 17 are an integral part of the Condensed Financial Statements

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY AND CONSOLIDATED)

1. Incorporation and activities of the Group

1.1. General Information

FOURLIS HOLDINGS AE with the common use title of FOURLIS AE was incorporated in 1950 as Α. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS AEBE (Government Gazette, ΑΕ and EPE issue 618/13.06.1966). It was renamed to FOURLIS HOLDING ΑΕ by a decision of an Extraordinary Shareholders' Meeting on 10.03.2000, which was approved by decision Κ2-3792/25-04-2000 of the Ministry of Development.

Note that the Shareholders' Meeting also approved the conversion of the Company to a holding company and thus also approved the change in its scope.

The head office of the Company is located at the 340 Kifissias Avenue, N. Pshchiko. It is registered in the Company's Register of the Ministry of Development with registration number 13110/06/Β/86/01.

The Company's term, in accordance with its Articles of Incorporation, was originally set at 30 years. In accordance with a decision of the Extraordinary Meeting of the Shareholders on 19.02.1988, the term was extended for a further 30 years i.e. to 2026.

The current Board of Directors of the parent company is as follows:

  • •Vassilios St. Fourlis, Chairman, executive member
  • Alexandros Il. Fourlis, Vice Chairman, executive member
  • Apostolos D. Petalas, Managing Director, executive member
  • Dafni A. Fourlis, member, executive member
  • Lyda St. Fourlis, member, executive member
  • Ioannis Ev. Brebos, member, non executive member
  • Ioannis K. Papaioannou, independent member, non executive member
  • Eftihios Th. Vassilakis, independent member, non executive member
  • Ioannis Ath. Kostopoulos independent member, non executive member

The total number of employees of the Group as at 30/09/2008 and 30/09/2007 was at 2.963 and 2.379 respectively. The total number of employees of the Company as at 30/09/2008 and 30/09/2007 was at 4 and 5 respectively.

1.2. Activities

The Company's activities are the investment in domestic and foreign companies of all types. Furthermore, it purchases companies and participates in other companies' increases in share capital.

FOURLIS HOLDINGS AE also provides general administration services, treasury management and information technology services.

The Group companies included in the consolidated financial statements and the percentage shareholdings are:

GENCO TRADE S.R.L. Bucharest,
Romania
100,00% Fully consolidated
GENCO BULGARIA L.T.D. Sofia, Bulgaria 100,00% Fully consolidated
PRIME TELECOM AE Athens 82,91% Fully consolidated
HOUSEMARKET AE Athens 100,00% Fully consolidated
FOURLIS TRADE AEBE Athens 100,00% Fully consolidated
INTERSPORT ATHLETICS AE Athens 100,00% Fully consolidated
EUROELECTRONICS Α.Ε. * Athens 78,53% Fully consolidated
SERVICE ONE Α.Ε. * Athens 99,94% Fully consolidated
TRADE LOGISTICS ABETE * Athens 100,00% Fully consolidated
H.M HOUSE MARKET (CYPRUS) LTD * Nicosia, Cyprus 100,00% Fully consolidated
RENTIS Α.Ε * Athens 100,00% Fully consolidated
INTERSPORT ATLETICS (CYPRUS) LTD* Nicosia, Cyprus 100,00% Fully consolidated
HOUSEMARKET BULGARIA EAD Sofia, Bulgaria 100,00% Fully consolidated
SPEEDEX Α.Ε. Athens 49,55% Net equity method

*Companies with an indirect holding

During the current period the consolidation also included HOUSEMARKET BULGARIA EAD, which was established on June 26, 2008 with a share capital of €5.000 th. (9.779.150 BGL) out of which €1.250 th. have already been deposited and €3.750 is due from the shareholders..

2. Basis of preparation

The attached Interim Parent Company and Consolidated Financial Statements (herein referred to as the "Financial Statements") have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting" and as a consequence do not include all data required for the Annual Financial Statements. They should be reviewed in combination with the published Group's Interim Financial Statements which are uploaded at the website www.fourlis.gr The Interim Financial Statements have been prepared based on the historical cost principle, except for the valuation of various assets and liabilities, which are based at fair value, and on the going concern principle.

3. Significant accounting policies

The accounting policies and valuation methods adopted and followed are the same as those in the published Financial Statements as at 31/12/2007 except from the following which is applied for the first time:

Subsidies are considered as deferred income which is booked based on a systematic and rational basis under revenues, during the useful life of the asset (transfer to each year's revenues based on annual ratios in proportion to the depreciation rates).

4. Management's Estimates

The preparation of interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions, which may affect the amounts recorded as assets, liabilities, income and expenses during the period, as well as the disclosures for contingent assets and liabilities.

The use of available information and the application of judgment are an integral part in the determination of estimates. The actual final outcomes may vary from the above estimates. Management's estimates are constantly re-evaluated in accordance with historical data and future expectations, are judged in accordance with present conditions and do not differ from those applied during the preparation of Financial Statements of 31/12/2007.

5. Segment information

The Group's activities comprise mainly one geographical area, that of the wider European region, primarily Greece along with countries of Southeastern Europe. Therefore the main financial interest is concentrated in the business classification of the Group's activities, where the different economic environments constitute different risks and rewards.

The Group is mainly active in Greece with 77% of total operations with the remaining 23% to the other countries of Southeastern Europe (Romania, Bulgaria, and Cyprus)

The geographic breakdown of Assets and Liabilities as at September 30, 2008 and December 31, 2007 is analysed as follows:

30/09/2008 31/12/2007
Greece Other Southeastern
Europe countries
Greece Other Southeastern
Europe countries
Total assets 406.611 166.020 394.695 141.777
Total liabilities 247.464 155.472 247.449 137.985

Group results by segment for the nine months period ended September, 2008 and September 30, 2007 are as below:

Trading of Electrical –
Electronic Equipment
Furniture and
Household Goods
Sportswear Unallocated Consolidated
1/1 – 30/09 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
Revenue 261.319 227.380 233.209 166.370 51.865 40.021 - 546.393 433.771
Cost of goods sold (217.637) (188.748) (134.590) (93.992) (26.505) (20.489) - - (378.732) (303.229)
Gross margin 43.682 38.632 98.619 72.378 25.360 19.532 - - 167.661 130.542
Other operating income 9.545 6.626 1.356 1.373 811 442 12.239 11.129 23.951 19.570
Distribution expenses (31.497) (25.517) (58.930) (37.551) (15.454) (12.583) - - (105.881) (75.651)
Administrative expenses (5.888) (6.563) (12.137) (6.980) (4.966) (2.907) (1.237) (1.144) (24.228) (17.594)
Other operating
expenses
(3.619) (2.370) (707) (1.061) (705) (320) (20) (1.119) (5.051) (4.870)
Operating profit before
financing costs
12.223 10.808 28.201 28.159 5.046 4.164 10.982 8.866 56.452 51.997
Net financing costs (4.834) (1.631) (5.009) (3.248) (287) (382) 580 186 (9.550) (5.075)
Profit / loss
before taxes
7.389 9.177 23.192 24.911 4.759 3.782 11.562 9.052 46.902 46.922
Depreciation 790 1.062 5.527 3.601 1.149 923 10 21 7.476 5.607

The breakdown structure of Assets and Liabilities as at September 30, 2008 and Dec 31, 2007 in the above mentioned segments is as below:

Trading of Electrical
– Electronic
Equipment
Furniture and
Household Goods
Sportswear Unallocated Consolidated
30.09.08 31.12.07 30.09.08 31.12.07 30.09.08 31.12.07 30.09.08 31.12.07 30.09.08 31.12.07
Total assets 197.940 224.915 297.228 246.660 40.616 32.966 36.847 31.931 572.631 536.472
Total liabilities 150.057 179.600 216.012 173.147 31.366 27.356 5.501 5.331 402.936 385.434

6. Property, plant and equipment

Property, plant and equipment additions and accumulated depreciation for the nine months period of 2008 are as follows:

Group
Cost at 31/12/2007 186.666
Additions 44.406
Decreases - Transfers (715)
Cost at 30/09/2008 230.357
Accumulated depreciation at 31/12/2007 38.448
Depreciation 6.931
Decreases - Transfers (291)
Accumulated depreciation 30/09/2008 45.088
Net book value 30/09/2008 185.269

The assets of the group are free of mortgages and pre-notations.

The major change on the Group's Assets for the period is related to : a) the completion of the Logistics-Warehouse investment (Land & Building) of total value of € 30.086 th. out of which € 12.211 th. were made during the current period. This investment is subsidised under the Law 3299/2004 with 30% From the total amount of the approved subsidy of €7.440 th. an amount of €2.232 th. has been received by September 30, 2008.

On the Financial Statements of the period have been included the following :

a) a sum of € 265 th. has been booked under the account "Other Income" as a proportion of the subsidy upon the actual depreciation charges

b) purchase of land of 59.333 m2 in Sofia Bulgaria with a purchase value of € 13.447 th. where the IKEA Bulgaria store will be constructed

c) Under construction building from subsidiary company (€ 9.748 th) and

d) New Stores from subsidiaries 9.008 th. €.

7. Dividends

The General Assembly of June 13, 2008 approved the dividend distribution of € 0,30 per share (0,31 for 2007). In the current fiscal period an amount of €11.000 th. (€15.526 th. for 2007) is booked as Dividends from subsidiary companies.

8. Borrowings

Borrowings are analyzed as below:

Consolidated Parent Company
30/09/2008 31/12/2007 30/09/2008 31/12/2007
Non-current borrowings
Long Term Loans 164.733 122.218 - -
Finance Leases 25.049 27.032 - -
189.782 149.250 - -
Less: Non-current borrowings payable within
the following 12 months
(62.018) (3.089) - -
127.764 146.161 - -
Current borrowings 44.839 37.930 - -

The payment period of non-current loans is varied between 2 and 5 years and the average effective interest rate of the Group during the nine months period of 2008 was 5.7%.

Non current loans cover mainly expansion needs of the Group and are analyzed into bond loans and other non current loans as follows:

Amount Issuing
Date
Duration
FOURLIS TRADE Α.Ε.Β.Ε. Bond 10.000 05/12/2006 3 years from the issuing date
Bond 13.500 19/06/2006 3 years from the issuing date
Bond 10.000 16/12/2005 3 years from the issuing date
Bond 5.000 13/12/2006 3 years from the issuing date
Bond 3.000 09/11/2005 3 years from the issuing date
41.500
PRIME TELECOM AE Bond 3.000 15/12/2006 3 years from the issuing date
Bond 1.000 28/03/2008 3 years from the issuing date
4.000
SERVICE ONE A.E. Bond 1.500 13/12/2006 3 years from the issuing date
1.500
Η.Μ. HOUSE MARKET
(CYPRUS) LTD
Other 25.629 25/10/2006 3 years from the issuing date
7.000 17/09/2007 3 years from the issuing date
32.629
TRADE LOGISTICS Α.Ε. Bond 3.200 30/06/2008 3 years from the issuing date
Bond 11.160 26/05/2007 3 years from the issuing date
Bond 6.800 27/06/2008 3 years from the issuing date
Bond 5.000 25/07/2008 2 years from the issuing date
26.160
RENTIS AE Bond 16.500 12/11/2007 17 months from the issuing date
Bond 15.000 15/11/2007 2 years from the issuing date
Bond 8.000 18/01/2008 2 years from the issuing date
Bond 3.200 08/04/2008 20 months from the issuing date
HOUSEMARKET BULGARIA
EAD
Other 16.244 15/07/2008 1 year from issuing date
Total 164.733

Total current loans of the group concern mainly overdraft bank accounts which they are used as working capital for the activities of the Company. The drawn amounts are used mainly to cover short term needs to suppliers. The weighted average interest rate of short term loans was approximately 5.9% for the nine months of 2008.

9. Employee Benefits

The General Assembly (repeated) of June 30, 2008 has approved the issue of, at maximum, 509.500 stock options, and authorized the Board of Directors to to arrange all the procedural issues and materialize the Program.

The Program will be implemented through 3 tranches with a maturity period of 3 years for each one. Assuming that the right has matured, each beneficiary will have 5 chances to exercise it. The Exercise price for each tranche is defined as the Jan-Feb average stock price of the grant year with a 25% discount. The prerequisite for a person to be entitled in the Program is to have a salary based employment relation with the Company or its affiliated entities.

The Stock Options Fair value calculation was based upon the widely accepted Black-Scholes method. The above method takes into consideration the following variables :

Exercise Price, Current Price at the Grant Date, Grant Date, Maturity Date(s), Stock Volatility, Dividend Yield, Risk Free Rate.

On August 26, 2008 the Board of Directors granted 223.843 Options, being the first out of the 3 forseen, Options granting tranches. The aforementioned tranche matures in 3 years following the below dates :

Maturity Date No of Options
31.12.2008 55.961
31.12.2009 55.961
31.12.2010 111.921

Fair Value per Option Right and Maturity Date is defined as below :

Maturity Date Fair Value €
31.12.2008 0.021
31.12.2009 0.336
31.12.2010 0.690

The variables upon which the Fair Value calculation has been performed are as below :

Variable Value
Exercise Price € 16.48
Current Price at the Grant Date € 13.80
Grant Date 26.08.2008
Maturity Period (Months) 4.17, 16.17, 28.17
Volatility 16%
Dividend Yield 2%
Risk Free Rate 4.48%

Consequently at the 3rd quarter of 2008 an amount of € 16 th. has been booked under Operating Expenses.

In 2008 for both Holdings and Affiliates a Pension Plan Program is active aiming at establishing tenure between the Group and its employees.

10. Income taxes

The nominal Income Tax rates at the countries where the Group operates range between 10% to 25%.

Greek tax legislation and the relevant regulations are subject to interpretations by the tax authorities. The tax returns are filed on an annual basis but the profits or losses declared, remain provisional up until the time when the company's tax returns, as well as the books and records are examined by the tax authorities. Tax losses, to the extent they are recognized by the tax authorities may be used to set-off profits of the following five years.

The parent company and its subsidiaries have not been audited by the tax authorities for the following years:

Years
FOURLIS HOLDINGS S.A 2005-2007
FOURLIS TRADE Α.Ε.Β.Ε. 2007
INTERSPORT ATHLETICS AE 2006-2007
EUROELECTRONICS S.A 2006-2007
SERVICE ONE Α.Ε. 2001-2007
PRIME TELECOM AE 2000-2007
GENCO TRADE S.R.L. 2007
GENCO BULGARIA L.T.D. -
TRADE LOGISTICS A.E.B.E 2006-2007
HOUSEMARKET Α.Ε. 2007
H.M HOUSEMARKET (CYPRUS) LTD -
HOUSEMARKET BULGARIA EAD -
ΡΕΝΤΗΣ
Α.Ε
-
INTERSPORT ATHLETICS (CYPRUS) LTD -
SPEEDEX ΑΕ 2005-2007

During the Jan-Sep 2008, the tax audit of subsidiaries has been concluded resulting to an additional tax amount of € 1.294 th, out of which € 140 th influenced the period's operating results.

For the remaining amount a provision has been booked, which influenced the previous periods profits.

At the current period an entry of € 509 th. has been booked in order to provide for the non audited fiscal periods for both the Group and Company.

11. Earnings per share

The basic earnings per share are calculated by dividing the profit attributable to shareholders by the weighted average number of shares outstanding during the period / year. The weighted average number of shares as of Sepetember 30, 2008 and Sepetember 30, 2007 is 50.952.920 shares.

Consolidated Parent Company
30/9/2008 30/9/2007 30/9/2008 30/9/2007
Profits after Taxes (in million EUR) 33.979 33.354 20.189 22.797
Weighted average number of shares 50.952.920 50.952.920 50.952.920 50.952.920
Profits per share (in EUR) 0,6669 0,6546 0,3962 0,4474

12. Commitments and Contingencies

  • The company has issued letters of guarantee for associated company SPEEDEX AE for short term loans and participation in tenders amounting to Euro 3.621 thousand.
  • The Group has issued letters of guarantee for its subsidiaries abroad guaranteeing liabilities amounting to Euro 27.000 thousand.
  • The Group has issued letters of guarantee for its subsidiaries FOURLIS TRADE AEBE, PRIME TELECOM AE, SERVICE ONE AE and TRADE LOGISTICS Α.Ε. guaranteeing liabilities amounting Euro 10.000 thousand, Euro 1.500 thousand, Euro 2.000 thousand, and Euro 28.615 thousand respectively.
  • A subsidiary has issued letters of guarantee to H.M Housemarket (CYPRUS) LIMITED and RENTIS A.E, subsidiary of H.M Housemarket (CYPRUS) LIMITED, for guaranteeing liabilities of Euro 45.772 thousand and Euro 47.500 thousand respectively.
  • A subsidiary of the Group has signed an operating lease, in order to house its new stores in Greece. The letters of guarantee amount to Euro 63.500 thousand.
  • The Group has issued, to a foreign supplier, a letter of guarantee for its subsidiaries related to purchases of goods (merchandise) amounting to Euro 80.000 thousand

13. Related parties transactions

The parent company provides advise and services in the areas of General Administration and Treasury Management to its subsidiaries. The analysis of the related party receivables and payables as at Sepetember 30, 2008 and December 31, 2007 is as below:

Consolidated Parent Company
Receivable from : 30/09/2008 31/12/2007 30/09/2008 31/12/2007
FOURLIS TRADE AEBE - - 50 7
EUROELECTRONICS S.A - - 11 10
PRIME TELECOM AE - - 3 -
HOUSEMARKET AE - - 32 30
INTERSPORT AE - - 27 12
- 1 223 67
- 1 - -
- - 99 -
- - 1 -
- - - 8
Consolidated Parent Company
Payable to : 30/09/2008 31/12/2007 30/09/2008 31/12/2007
EUROELECTRONICS S.A - - - 1
PRIME TELECOM - - 1 -
SPEEDEX AE 43 37 - -
Total 43 37 1 1

Related parties transactions for the periods September 30, 2008 and September 30, 2007 can be analysed as below:

Consolidated Parent Company
Income : Jan-Sep 2008 Jan-Sep 2007 Jan-Sep 2008 Jan-Sep 2007
Other operating income - - 791 453
Revenues 3 4 - -
Total 3 4 791 453
Consolidated Parent Company
Expenses Jan-Sep 2008 Jan-Sep 2007 Jan-Sep 2008 Jan-Sep 2007
Administrative Expenses 23 16 4 5
Operating & Distribution Expenses 131 75 - -
Other Expenses 15 - - -
Total 169 91 4 5

Board of Directors Fees and Top Management remuneration for the period 01.01.-30.09.2008:

Consolidated Parent Company
30/09/2008 30/09/2007 30/09/2008 30/09/2007
Board of Directors 969 842 36 24
Top Management remuneration 554 560 554 298
Total 1.523 1.402 590 332

There are no demands from or obligations towards Fourlis Group or Fourlis Holings S.A from BoD members and Managers.

Transactions between related parties are performed in accordance with the general commercial practices.

14. Intercompany Transactions

During the period of Jan – Sep of 2008 the following intercompany transactions (Parent company – Subsidiaries) took place:

Consolidated Parent Company
Jan-Sep 2008 Jan-Sep 2007 Jan-Sep 2008 Jan-Sep 2007
Revenue 15.267 5.249 - -
Cost of sales 10.832 3.610 - -
Other Income 1.935 1.450 791 453
Administrative expenses 4.414 1.184 4 3
Operating and Distribution expenses 1.754 1.899 - -
Dividends 11.444 15.526 11.000 15.526
Consolidated Parent Company
30/09/2008 31/12/2007 30/09/2008 31/12/2007
Trade receivables 9.703 3.368 137 67
Inventory 329 127 - -
Creditors 9.703 3.368 1 1
Reversal of Share Capital
Receivable
3.750 - - -
Reversal of Share Capital Payable 3.750 - - -

15. Major Changes on the Consolidated Interim Financial Statements

The major changes reported on the Consolidated Statements Balance Sheet & Income Statement for the period ended September 30, 2008 can be summarize as below :

  • Inventory increase of €41.169 th. is mainly due to the opening of the IKEA Store along with the increased Group turnover.
  • The decreased receivables balance by €37.824 th. is a result of the commercial policy change mainly at the Segment of Electrical – Electronic Equipment.
  • The Group's Borrowings have been increased by €47.441 th. as an outcome of the expansion plans through the opening of new stores.
  • The increase in account "Assets Held for Sale" combined with the increase of "Other Income" is due to the revaluation at the guaranteed minimum price of the remaining 10% of the Group's share in DSGI SOUTH-EAST EUROPE A.E.Β.Ε. (P. Kotsovolos Α.Ε.Β.Ε).
  • Finally, the increased Operating and Distribution expenses by €30.229 th. reflect the new store openings from the subsidiaries.

16. Subsequent Events

Following the agreement signed on July 2008 for the sale of the acquired, in accordance with article 44, Law 1892/1990, Radio Korasidis S.A and ELEPHANT S.A shares the consequent result will be booked in the financial statements of Dec 31, 2008.

On November 2008, an announcement was made related to the Share Purchased Agreement for the remaining 10% of the Group's share in DSGI SOUTH-EAST EUROPE A.E.Β.Ε. (P. Kotsovolos Α.Ε.Β.Ε) to a Dixon's Group subsidiary.

The consideration for the sale of € 28.076 th. will be paid in cash. The profit from the above sale for the fiscal year of 2008 is at € 23.390 th. out of which € 12.197 th. was booked as a provision within Q3 2008. The aforementioned provision was based upon the minimum guaranteed price of the exercise option. The remaining amount, between the consideration and the provision will be reported in Q4 2008.

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