Quarterly Report • Nov 21, 2016
Quarterly Report
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(In accordance with Law 3556/2007)
| Statements of Members of the Board of Directors | 3 |
|---|---|
| Report of the Board of Directors of the Company FOURLIS HOLDINGS SA for the period 1/1 to 30/6/2016 |
4 |
| Independent Auditor's Report on Review of Condensed Interim Financial Information (Translated from the original in Greek) |
16 |
| Interim Statement of Financial Position (Consolidated and Separate) as at June, 30 2016 and December, 31 2015 |
18 |
| Interim Income Statement (Consolidated) for the six month period 1/1 – 30/6/2016, 1/1 – 30/6/2015 |
19 |
| Interim Statement of Comprehensive Income (Consolidated) for the six month period ends on 30th June 2016 and on 30th June 2015 |
20 |
| Interim Income Statement (Separate) for the six month period 1/1 – 30/6/2016 and 1/1 – 30/6/2015 |
21 |
| Interim Statement of Comprehensive Income (Separate) for the six month period ends on 30th June 2016 and on 30th June 2015 |
22 |
| Interim Statement of Changes in Equity (Consolidated) for the period 1/1 to 30/6/2016 and 1/1 to 30/6/2015 |
23 |
| Interim Statement of Changes in Equity (Separate) for the period 1/1 to 30/6/2016 and 1/1 to 30/6/2015 |
24 |
| Interim Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 30/6/2016 and 1/1 to 30/6/2015 |
25 |
| Notes to the Interim Condensed Financial Statements (Consolidated and Separate) as at June 30, 2016 |
26 |
| Web site for the publication of the Six Months Financial Report | 54 |
2
(In accordance to L. 3556/ 2007)
The members of the Board of Directors of FOURLIS HOLDINGS S.A.
We confirm that to the best of our knowledge:
Marousi, August 29, 2016
The Chairman The Vice Chairman The CEO
Vassilis S. Fourlis Dafni A. Fourlis Apostolos D. Petalas
(In accordance with L. 3556/ 2007)
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 period 1/1-30/6/2016, grouped per Segment and country of operation are the following:
The retail trading of home furniture and household goods segment includes the following Companies:
The retail trading of sporting goods segment includes the following Companies:
INTERSPORT ATHLETICS SA which operates in Greece and the parent company has a direct
shareholding of 100%.
Discontinued operation includes the company FOURLIS TRADE S.A. which operates in Greece and the parent company has a direct shareholding of 100%. Within 2014 the company FOURLIS TRADE S.A disinvested from the wholesale trading of electrical equipment and within 2015 sold to a third company nominal shares referring to 79,95% of the subsidiary company SERVICE ONE S.A in which it participated by 99,94% up to 24/11/2015 with contractual commitment to transfer the remaining percentage in two years. In the comparative period of 1/1-30/6/2016, the discontinued operation includes the retail fashion activity segment (NEWLOOK Stores) the termination of which was completed within July 2015.
The Group's consolidated data include, the following affiliated companies:
(All the amounts are in thousands of euro unless otherwise stated)
Sales for retail trading of Home Furniture and Household Goods (IKEA Stores) increased by 8,6% compared to the corresponding period of 2015 and sales of the retail trading of Sporting Goods (INTERSPORT Stores) increased by 6,1%. More specifically:
Despite the unfavorable market conditions in Greek market and the consecutive 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 Home Furniture and Household Goods (IKEA Stores) segment, realized sales of € 127,6 million for the 1 st semester of the year 2016 (2015: € 117,5 million). The EBITDA totaled € 7,9 million compared to € 5,0 million in 2015 and reported losses before tax € 3,5 million versus € 5,4 million losses in 2015. On 30/6/2016, seven (7) IKEA Stores are operating, five (5) of which in Greece, one (1) in Cyprus and one (1) in Bulgaria and six (6) Pick up Points with IKEA products five (5) of which in Greece (in Rhodes Island, Patra, Chania, Heraklion, and Komotini) and one (1) in Bulgaria (Varna). 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 € 65,9 million for the 1 st semester of the year 2016 (2015: € 62,1 million). The segment's EBITDA totaled € 5,2 million (€ 3,8 million in 2015). The segment on 30/6/2016 has one hundred and eight (108) INTERSPORT Stores versus one hundred and five (105) on 30/6/2015, analyzed as follows: forty eight (48) in Greece, twenty nine (29) in Romania, twenty two (22) in Turkey, five (5) in Bulgaria and four (4) in Cyprus. Moreover, e-shops are operating in Greece, Romania and Turkey for better customer service. On 30/6/2016 seven (7) TAF stores are operating versus three (3) on 30/6/2015, five (5) of which in Greece (Peiraus, Kifissia, Maroussi, Glyfada and Larissa) and two (2) in Turkey (Istanbul). 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 HOUSEMARKET SA (IKEA stores) in Greece.
Discontinued operation of the Group includes the company FOURLIS TRADE SA which operates in Greece and the parent company has a shareholding of 100%. FOURLIS TRADE SA within 2014 disinvested from wholesale trading of electrical equipment and within 2015 sold to a third company nominal shares which reflect to 79,95% of the subsidiary SERVICE ONE SA in which until 24/11/2015 it participated with 99,94% with a contractual commitment to transfer the rest percentage within 2 years. In the relevant prior year period the segment of retail trading of fashion activity was included (NEWLOOK stores) in discontinued operation, which discontinued operations in July 2015.
Consolidated losses before tax amounted to € 4,0 million compared to € 7,6 million losses in 2015. Net loss amounted to € 3,3 million compared to € 6,5 million losses 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 Home 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 – 30/6/2016 versus 1/1 – 30/6/2015 at the following tables. Amounts are in thousands of euros.
| st semester 1 2016 |
st semester 1 2015 |
2016/ 2015 | |
|---|---|---|---|
| Revenue | 127.614 | 117.498 | 1,09 |
| EBITDA | 7.901 | 5.039 | 1,57 |
| Loss before Tax | (3.534) | (5.433) | 0,65 |
| st semester 1 2016 |
st semester 1 2015 |
2016/ 2015 | |
|---|---|---|---|
| Revenue | 65.856 | 62.067 | 1,06 |
| EBITDA | 5.154 | 3.817 | 1,35 |
| Profit before Tax | 779 | 77 | 10,12 |
| st semester 1 2016 |
st semester 1 2015 |
2016/ 2015 | |
|---|---|---|---|
| Revenue | 224 | 3.487 | 0,06 |
| EBITDA | (707) | (1.374) | 0,52 |
| Loss before Tax | (712) | (1.617) | 0,44 |
In the comparative data of the period 1/1 – 30/6/2015 there is a distinct presentation of the discontinued operation regarding the disinvestment of wholesale trading of electrical equipment through FOURLIS TRADE S.A and SERVICE ONE S.A and the retail trade segment of fashion activity (NEWLOOK stores).
| st semester 1 2016 |
st semester 1 2015 |
2016/ 2015 | |
|---|---|---|---|
| Revenue | 193.691 | 183.054 | 1,06 |
| EBITDA | 11.888 | 7.019 | 1,69 |
| Losses before Tax | (4.037) | (7.535) | 0,54 |
| Net Loss after Tax and Minority Interests | (3.305) | (6.515) | 0,51 |
|---|---|---|---|
| ------------------------------------------- | --------- | --------- | ------ |
We note that on a consolidated basis the Group's Total Equity (after minority interest) at June 30, 2016 amounts to € 154,6 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.
| 30/6/2016 | 31/12/2015 | |
|---|---|---|
| Current Assets/ Total Assets | 29,51% | 30,79% |
| Total Liabilities/ Total Equity & Liabilities | 62,03% | 62,33% |
| Total Equity (after minority interest)/ Total Equity & Liabilities |
37,97% | 37,67% |
| Current Assets/ Short Term Liabilities | 65,78% | 82,04% |
| st semester 1 |
st semester 1 |
|
|---|---|---|
| 2016 | 2015 | |
| Operating Profit/ Revenues | 2,6% | 0,3% |
| Loss before tax/ Total Equity (after minority interest) | -2,6% | -5,0% |
During the period 1/1 – 30/6/2016 the following share capital changes were realised:
each. The amount of this share capital increase, which was registered on the commercial register on 17/5/2016, was totally covered by the shareholder INTERSPORT ATHLETICS S.A. following the resolution on 15/4/2016 of its Board of Directors. After the aforementioned share capital increase, the share capital on 30/6/2016 amounts to BGN 11.885.170,00 divided into 1.188.517 shares of nominal value BGN 10,00 each.
WYLDES LTD: Against future share capital increase of WYLDES LTD for which a resolution has not yet been made by the General Assembly of the shareholders of the company, the shareholder HOUSEMARKET S.A., following the resolutions of 7/1/2016, 4/2/2016, 7/4/2016 and 2/6/2016 of its Board of Directors, within the period 1/1 – 30/6/2016 has paid or approved the payment of € 210,00 against acquisition of 210 issued common nominal vote shares of nominal value €1,00 per share, plus the amount of € 2.099.790,00 share premium namely within the aforementioned period has paid or approved the payment of the total amount of € 2.100.000,00. With a resolution still pending until today for the aforementioned share capital increase of WYLDES LTD, the share capital continues to amount to € 6.660,00, divided in 6.660 new (ordinary) nominal vote shares, of nominal value € 1,00 per share.
Apart from the above, no other changes in the share capital of the companies of the Group were made within the 1 st semester of 2016.
The parent company FOURLIS HOLDINGS S.A. does not have any branches.
The subsidiaries and especially the retail trading companies have developed and continue to develop a significant chain of Stores in Greece and abroad. More specifically:
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 one (1) in Varna of Bulgaria 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 eight (108) stores [forty eight (48) in Greece, twenty nine (29) in Romania, five (5) in Bulgaria, four (4) in Cyprus and twenty two (22) in Turkey]. INTERSPORT stores added to the network during period 1/1 - 30/6/2016: one (1) new store in Greece and more specifically in Heraklio Crete (26/4/2016) and one (1) new store in Romania in Timisoara (31/3/2016). Furthermore, TAF stores operating on 30/6/2016 are seven (7), five (5) of which in Greece and two (2) in Turkey. One (1) new TAF store was added to the stores net within the period 1/1 – 30/6/2016 in Larissa (8/4/2016).
Concentrated on the retail segments, the Group continues to implement the business plan with selective investments mainly in the retail trading of Home Furniture and Household Goods (IKEA)
segment and in the retail trading of Sporting Goods (INTERSPORT and TAF) segment.
During the 2nd semester of 2016 new stores are expected to open as follows:
In the retail trading of Home Furniture and Household Goods (IKEA Stores), where the Group operates seven (7) IKEA Stores, six (6) Pick up Points and three (3) e-shops in countries where the Group operates, in the second semester of 2016 one (1) Pick up Point IKEA products in Burgas of Bulgaria is going to start operation.
In the retail trading of sporting goods segment (INTERSPORT and TAF stores), with a network of one hundred and fifteen (115) stores in Greece, Romania, Bulgaria, Cyprus and Turkey, and three (3) eshops in Greece, Romania and Turkey, two (2) new stores in Bulgaria, and one (1) new store in Turkey are about to start their operation in the second semester of 2016.
Although the effects of high taxation in Greece for households and businesses reduce their availability for consumption and investment resources, the effects of which will become more pronounced in the second half, the Group's Management believes that the second half will be improved with respect to the financial results compared to the first half, due to historically increased revenues in the second half, the strong competitive position of the Group's retail companies and the balanced expansion of its activities and, by extension, of the revenue from countries abroad.
The policy of exploiting synergies within the Group will continue within the second half of 2016.
The Group is able to conquer its goals in accordance with the values of the Group: "Integrity", "Respect" and "Efficiency".
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.
During period 1/1 – 30/6/2016 beneficiaries waived their right to exercise 6.383 options which were granted by the BoD on 23/11/2015.
During period 1/1 – 30/6/2016 no granted option based on the first and second and third wave of the SOP was exercised.
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 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, 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 Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases may pre purchase foreign currencies.
The Group has diminuated the credit risk due to the disinvestment in the Segment of Wholesale Trading of Electrical Equipment and focuses in retail trading segments where goods are mainly paid in cash or credit cards discounts.
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 litigations that can significantly affect the Interim Condensed Financial Statements of the Group or the Company for the period 1/1 – 30/6/2016.
During the first half of 2016, the FOURLIS Group continued the implementation of its Social Responsibility program, mainly focusing on the support of its employees, the citizens and the society as well as on the protection of the environment, aiming at the creation of the conditions for a better life for everyone.
At the same time, being an official member of the UN Global Compact since November 2008, the FOURLIS Group continued to implement actions, practices and policies with devotion to the ten (10) Principles of the UN Global Compact, relating to human rights, working conditions, environmental protection and anti-corruption.
Thus, an annual free medical examination took place once more, at the Group companies' premises, under the FOURLIS Group Social Responsibility Program, which aims to support its People and more specifically in the context of EF ZIN, the wellness program implemented since 2010. The EF ZIN program aims at motivating employees towards a healthier lifestyle. 585 employees in Greece and Cyprus, and 35 employees in Bulgaria participated in the examination which included free instant blood sugar measurement and checking of vital signs and they had also the opportunity to get useful advice from experienced professionals.
The Group's established Sports Tournament took place in Thessaloniki once again, with the participation of HOUSEMARKET (IKEA) and INTERSPORT employees from Ioannina, Larissa, Komotini and Thessaloniki.
Athletic Tournaments will also be organized in Attica and Cyprus in the near future.
HOUSEMARKET (IKEA) employees also continued to benefit from the weekly balanced diet menu prepared, in a weekly basis, by experienced dieticians-nutritionists, based on the daily menu offered in the employees' restaurants in the HOUSEMARKET (IKEA) stores.
The Group's major Scholarships program continued for the academic year 2015-2016, giving the opportunity to 5 students-children of the FOURLIS Group employees, who study away from their permanent place of residence and whose families are experiencing financial difficulties, to continue their studies.
In the context of the actions implemented for the support of the Society, in January and June 2016, a Voluntary Blood Donation was held at the Groups companies' premises, with the participation of 275 employees in Greece and Cyprus.
A Voluntary Blood Donation was also held at the Group companies in Bulgaria with the participation of
18 employees in total.
The FOURLIS Group continued its important social program with the implementation of the refurbishing program of municipal libraries, which it implements since 2014 in collaboration with the Volunteer Network "Journalists Acting" in remote areas of Greece. Thus, three more libraries, in the villages Achladochori in Serres, Variko in Florina and Nevrokopi in Drama, where transformed into hospitable places of education and culture for children and young people, thanks to the furnishing and equipment offered by HOUSEMARKET (IKEA).
The abovementioned libraries are part of the total ten libraries included in the program, out of which nine have already been fully refurbished. The program will be completed in 2016. HOUSEMARKET (IKEA) in collaboration with the Municipality of Athens, also refurbished two halls in the Park for Children and Culture (former K.A.P.A.PS.) transforming them into functional libraries for children and infants.
Moreover the FOURLIS Group, through HOUSEMARKET (IKEA) continued the program "Furnished with Joy" which implements in collaboration with the municipal authorities throughout Greece by fully refurbishing public nursery schools. In the 1st semester of 2016 HOUSEMARKET (IKEA) fully refurbished one more nursery school belonging to the Municipal Nursery of Athens, as well as the nursery school of Louros in Preveza.
During the first half of 2016, HOUSEMARKET (IKEA) continued its cooperation with the BOROUME Organization, through which HOUSEMARKET (IKEA) offers, on a daily basis, the meals not consumed in its stores' restaurants, to Institutions and Organizations, which take care of needy people in Greece.
INTERSPORT participated in the Best Buddies Friendship Walk organized by the NonProfit Organization TACT HELLAS, by offering part of the necessary for the volunteers T-Shirts, while IKEA participated in the 11th Marathon "Alexander the Great" in Thessaloniki with 1.500 IKEA RUNNING TEAM members, who run for the support of the IKEA Social Responsibility Program "Furnished with Joy".
It is also worth mentioning that, as every year, many organizations have benefited from discounts for purchases from the FOURLIS Group companies.
Recognizing the urgent need to protect the environment and to save natural resources, the FOURLIS Group continued its recycling and energy saving programs in all the Group's premises, as well as the project of the gradual replacement of the lamps with LED lamps in the IKEA and INTERSPORT stores.
Meanwhile, the operation of the photovoltaic park at the TRADE LOGISTICS innovative pioneer and fully automated logistics center continued. The operation of the photovoltaic park began in March 2013 and has an average production capacity of 1.380 MWh / year.
Finally, in June 2016, the Social Responsibility Department issued the Social Responsibility Report 2015, which was the seventh Report issued by the Social Responsibility Department, since the beginning of its operation.
Transactions between related parties are presented in details in Note 18 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2016.
The total number of employees of the Group as at 30, June 2016 and 30, June 2015 was 3.728 and 3.739 respectively. The total number of employees of the Company for the same reporting periods set above was at 86 and 85 respectively.
Management members' transactions and remuneration are presented in details in Note 18 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2016.
On 30/6/2016, the Company does not hold treasury shares. It is noted that following the relative resolution of the General Assembly of the shareholders on 17/6/2016, a treasury shares program has been established, until the number of 2.549.616 shares (5% of paid share capital) which is in force until 17/6/2018, namely 24 months since the approval of the General Assembly.
There are no other commitments and subsequent events that can affect the financial condition and results of the Group.
This Report, the Interim Condensed Financial Statements of the 1 st semester of 2016, the Notes on the Interim Condensed Financial Statements along with the Auditor's Report, they are published at the Group's web site, address: http://www.fourlis.gr.
Maroussi, August 29th 2016
The Board of Directors
The Interim Condensed Financial Statements (consolidated and separate) included in pages 18 to 53 are in accordance with the IFRS (IAS 34) as applied in the European Union and approved by the Board of Directors of "Fourlis Holdings SA" on 29/8/2016 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. 8B Chimarras str., Maroussi 151 25 Athens, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
We have reviewed the accompanying condensed separate and consolidated statement of financial position of "FOURLIS HOLDINGS S.A." (the "Company") as at 30 June 2016, and the related condensed separate and consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an integral part of the six-month financial report of Law 3556/2007. Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and apply to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that may be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.
Our review has not identified any inconsistency between the other information contained in the six-month financial report prepared in accordance with article 5 of Law 3556/2007 with the accompanying interim condensed financial information.
Athens, 29 August 2016
The Certified Auditor Accountant
PANOS PAPAZOGLOU S.O.E.L. R.N. 16631 ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARAS 8B, 151 25 MAROUSSI SOEL REG. No. 107
(In thousands of euro, unless otherwise stated)
| Group | Company | |||
|---|---|---|---|---|
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
| (In thousands of euro, unless otherwise stated) | |||
|---|---|---|---|
| Group |
| 1/1-30/6/2016 | 1/1-30/6/2016 | 1/1-30/6/2016 | 1/1-30/6/2015* | 1/1-30/6/2015* | 1/1-30/6/2015* | ||
|---|---|---|---|---|---|---|---|
| Note | Continuing Operations |
Discontinued Operations |
Total Operation | Continuing Operations |
Discontinued Operations |
Total Operation | |
| Revenue | 6 | 193.467 | 224 | 193,691 | 179.567 | 3.487 | 183.054 |
| Cost of Goods Sold | 6 | (111.103) | 199) | (111.302) | (103.722) | (2.920) | (106.641) |
| Gross Profit | 82.364 | 25 | 82.389 | 75,845 | 567 | 76.413 | |
| Other operating income | 2.107 | 243 | 2.350 | 1.408 | 101 | 1.509 | |
| Distribution expenses | (68.565) | (562) | (69.127) | (65.443) | (1.264) | (66.707) | |
| Administrative expenses | (9.782) | (337) | (10.119) | (9.704) | (639) | (10.343) | |
| Other operating expenses | (314) | (81) | (396) | (257) | (137) | (394) | |
| Operating Profit / (Loss) | 5.809 | (711) | 5.098 | 1.849 | (1.371) | 478 | |
| Total finance cost | (8.365) | (1) | (8.366) | (6.791) | (253) | (7.044) | |
| Total finance income | 256 | 0 | 256 | 297 | 304 | ||
| Contribution associate companies losses | (1.025) | $\Omega$ | (1.025) | (1.273) | (1.273) | ||
| Profit / (Loss) before Tax | (3.325) | (712) | (4.037) | (5.918) | (1.617) | (7.535) | |
| Income tax | 13 | 729 | 3 | 732 | 1.055 | (35) | 1.020 |
| Net Income/Loss (A) | (2.596) | (709) | (3.305) | (4.863) | (1.652) | (6.515) | |
| Attributable to: | |||||||
| Equity holders of the parent | (2.596) | (709) | (3.305) | (4.862) | (1.652) | (6.515) | |
| Non controlling interest | $\Omega$ | 0 | 0 | 0 | $\Omega$ | $\Omega$ | |
| Net Income/Loss (A) | (2.596) | (709) | (3.305) | (4.863) | (1.652) | (6.515) | |
| Basic (Losses)/Earnings per Share (in Euro) |
15 | (0.0509) | (0.0139) | (0.0648) | (0.0954) | (0.0324) | (0, 1278) |
| Diluted (Losses)/Earnings per Share (in Euro) |
15 | (0.0497) | (0.0136) | (0.0633) | (0.0938) | (0.0319) | (0.1257) |
* The data for the period 1/1 -30/6/2015 have been reclassified to be comparable with the figures of corresponding period of 2016 in respect to characterizing continued and discontinued operation (Note 20)
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
(In thousands of euro, unless otherwise stated)
| 1/1-30/6/2016 | 1/1-30/6/2016 | 1/1-30/6/2016 | 1/1-30/6/2015* | 1/1-30/6/2015* | 1/1-30/6/2015* | |
|---|---|---|---|---|---|---|
| Note | Continuing Operations |
Discontinued Operations |
Total Operation | Continuing Operations |
Discontinued Operations |
Total Operation |
| Net Income/Loss (A) | (2.596) | (709) | (3.305) | (4.863) | (1.652) | (6.515) |
| Other comprehensive income/(expenses) | ||||||
| Other comprehensive income transferred to the income statement |
||||||
| Foreign currency translation from foreign operations |
(119) | 0 | (119) | (627) | (13) | (640) |
| Effective portion of changes in fair value of cash flow hedges |
13 | 0 | 13 | 27 | $\Omega$ | 27 |
| Total Other comprehensive income transferred to the income statement |
(106) | $\mathbf{o}$ | (106) | (599) | (13) | (613) |
| Other comprehensive income not transferred to the income statement |
||||||
| Actuarial gain/losses on defined benefit pension plans |
4 | 0 | 4 | 0 | 0 | 0 |
| Total Other comprehensive income not transferred to the income statement |
4 | $\mathbf 0$ | 4 | o | 0 | $\bf{0}$ |
| Comprehensive Income/Losses after Tax (B) | (102) | $\mathbf 0$ | (102) | (599) | (13) | (613) |
| Total Comprehensive Income/(Losses) after tax (A)+(B) | (2.698) | (709) | (3.408) | (5.462) | (1.666) | (7.127) |
| Attributable to: | ||||||
| Equity holders of the parent | (2.698) | (709) | (3.408) | (5.462) | (1.665) | (7.127) |
| Non controlling interest | $\Omega$ | $\Omega$ | $\Omega$ | o | $\Omega$ | $\Omega$ |
| Total Comprehensive Income/(Losses) after tax $(A)+(B)$ |
(2.698) | (709) | (3,408) | (5.462) | (1.666) | (7.127) |
* The data for the period 1/1 -30/6/2015 have been reclassified to be comparable with the figures of corresponding period of 2016 in respect to characterizing continued and discontinued operation (Note 20)
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
(In thousands of euro, unless otherwise stated)
| COMPANY | ||||
|---|---|---|---|---|
| 1/1 - 30/6/2016 | 1/1 - 30/6/2015 | |||
| Revenue | 6 | 1.991 | 1.968 | |
| Cost of Goods Sold | 6 | (1.742) | (1.666) | |
| Gross Profit | 249 | 301 | ||
| Other operating income | 610 | 383 | ||
| Administrative expenses | (1.309) | (1.095) | ||
| Depreciation/Amortisation (Administratio | 7 | (34) | (34) | |
| Other operating expenses | (9) | O | ||
| Operating Profit / (Loss) | (493) | (444) | ||
| Total finance cost | (1) | (2) | ||
| Total finance income | 0 | |||
| Profit / (Loss) before Tax | (494) | (446) | ||
| Income tax | 13 | 3 | (1) | |
| Net Income/Loss (A) | (491) | (447) |
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
(In thousands of euro, unless otherwise stated)
| COMPANY | ||
|---|---|---|
| 1/1 - 30/6/2016 | 1/1 - 30/6/2015 | |
| Net Income/Loss (A) | (491) | |
| Other comprehensive income/(expenses) | ||
| Other comprehensive income transferred to the income statement |
||
| Total other comprehensive income transferred to the income statement |
0 | |
| Other comprehensive income not transferred to the income statement |
||
| Total other comprehensive income not transferred to the income statement |
0 | |
| Comprehensive Income/Losses after Tax (B) | 0 | |
| Total Comprehensive Income/(Losses) after tax $(A)+(B)$ |
491 |
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
(In thousands of euro, unless otherwise stated)
| Share Capital | Share premium. reserve |
Reserves | Revaluation Reserves |
Foreign currency translation from foreign operations |
Retained earnings! (Accumulated Iceses) |
Total | Non-controlling Interest |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1.1.2015 | 54.562 | 11,385 | 34,459 | 753 | (2.840) | 60,114 | 158.433 | O | 158,433 |
| Total comprehensive income/(loss) for the period | |||||||||
| Profit or loss | Ω | Ð | Ð | Ð | Ð | (6.515) | 修5节 | O. | (E.515) |
| Foreign currency translation from foreign operations | û | ō | Ü. | ũ | (641) | (640) | ōi | (640) | |
| Effective portion of changes in fair value of cash flow hedges |
$\overline{0}$ | ۷I | 27 | $\begin{array}{c} 0 \end{array}$ | 0 | n | 27 | Đ. | 27 |
| Total other comprehensive income/loss | $\Omega$ | 0 | 28 | $\Omega$ | (641) | 7613) | $\circ$ | (613) | |
| Total comprehensive income/loss for the period after taxes |
$\Omega$ | ó | 28 | o | (841) | (6.514) | (7.127) | Ò | (7.127) |
| Transactions with shareholders, recorded directly in equity | |||||||||
| Share Capital Increase due to reserves capitalization | $\overline{0}$ | 闪 | 0 | $\ddot{\mathbf{0}}$ | 0 | $\left 2\right\rangle$ | $\Omega$ | (2) | |
| SOP Reserve | $\frac{1}{2}$ | D. | 182 | o | $\cup$ | ū | 182 | $\Omega$ | 182 |
| Reserves | ō | o | ō | $\ddot{\mathbf{0}}$ | 151 | ō | (6) | ō | 师 |
| Total transactions with shareholders | O. | (2) | 182 | $\overline{0}$ | $ 5\rangle$ | $\Omega$ | 175 | O. | 175 |
| Balance at 30.6, 2015 | 54,552 | 11,383 | 34,569 | 753 | (3.487) | 53,601 | 151,480 | ol | 151,480 |
| Balance at 1.1. 2016 | 54.562 | 11,375 | 35.204 | 722 | (4,280) | 60.032 | 157.614 | O) | 157,615 |
| Total comprehensive income/(loss) for the period | |||||||||
| Profit or loss | Ð | a | ō | o | ū | (3.305) | (3.305) | O) | (3.306) |
| Foreign currency translation from foreign operations | D. | o | o | ō | (96) | (23) | (119) | 0 | (119) |
| Effective portion of changes in fair value of cash fow hedges |
0 | o | 13 | - 0 | $\ddot{\mathbf{0}}$ | ō | 13 | ö | 13 |
| Actuarial gains (losses) on defined benefit pension plan |
$\sqrt{2}$ | o | 0 | $\theta$ | $\theta$ | 4 | 4 | B | 4 |
| Total other comprehensive income/loss | $\Omega$ | o | 13 | $\circ$ | (96) | (19) | (102) | o | (102) |
| Total comprehensive Income/loss for the period e ter taxes |
$\Omega$ | 0 | 13 | $\circ$ | (66) | (3.325) | (3.408) | O. | (3,408) |
| Transactions with shareholders, recorded directly in equity | |||||||||
| SOP Reserve | $\Omega$ | 회 | 151 | O | Ö | o | 151 | D. | 151 |
| Reserves | o | o | ō. | $\theta$ | 0 | (11) | 173 | O. | TU. |
| Net income directly booked in the statement movement in Equity |
$\omega$ | CDD | 264 | o | 0î | D) | 227 | o | 227 |
| Total transactions with shareholders | $\Omega$ | (37) | 415 | $\mathbf 0$ | ö | (1) | 377 | ø | 377 |
| Balance at 30.6, 2016 | 54.562 | 11.338 | 35,631 | 722 | (4.376) | 56,706 | 154.583 | Ö. | 154.584 |
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements..
(In thousands of euro, unless otherwise stated)
| Share Capital | Share premium reserve |
Reserves | Own shares | Retained earnings / (Accumulated losses) |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance at 1.1. 2015 | 54.562 | 12.046 | 14.374 | $\theta$ | 1.071 | 82.054 |
| Total comprehensive income/(loss) for the period | ||||||
| Profit or loss | 0 | 0 | 0 | 0 | (447) | (447) |
| Total comprehensive income/loss for the period after taxes |
0 | ٥ | ٥ | 0 | (447) | (447) |
| Transactions with shareholders, recorded directly in equity |
||||||
| SOP Reserve | 0 | 0 | 182 | 0 | 0 | 182 |
| Total transactions with shareholders | 0 | ٥ | 182 | 0 | 0 | 182 |
| Balance at 30.6, 2015 | 54.562 | 12.046 | 14.557 | 0 | 625 | 81.789 |
| Balance at 1.1. 2016 | 54.562 | 12 046 | 14.879 | 0 | (327) | 81.161 |
| Total comprehensive income/(loss) for the period | ||||||
| Profit or loss | 0 | 0 | O | 0 | (491) | (491) |
| Total comprehensive income/loss for the period after taxes |
0 | 0 | 0 | 0 | (491) | (491) |
| Transactions with shareholders, recorded directly in equity |
||||||
| SOP Reserve | 0 | 0 | 154 | 0 | 0 | 154 |
| Total transactions with shareholders | 0 | ٥ | 154 | 0 | ٥ | 154 |
| Balance at 30.6, 2016 | 54.562 | 12.046 | 15.033 | $\mathbf 0$ | (817) | 80.824 |
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
(In thousands of euro, unless otherwise stated)
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Note | 1/1-30/6/2016 | 1/1-30/6/2015* | 1/1-30/6/2016 | 1/1-30/6/2015 | ||
| Iperating Activities cess)/Profit before taxes rofit before taxes (Discontinued Operations) |
(3.325) (712) |
(5.918) (1.617) |
(494) O |
(446) 0 |
||
| djustments for: lepreciation / Amortization |
7 | 6.786 | 6.544 | 34 | 34 | |
| tcome on depreciation in fixed subsidy | (113) | (123) | 0 | 0 | ||
| TOVISIONS | 349 | 360 | 49 | 64 | ||
| oreign exchange differences | 70 | 216 | 0 | 0 | ||
| lesults (Income, expenses, profit and loss) from investment activity | 1.636 | (44) | O | 0 | ||
| tterest Expense | 6.378 | 6.355 | 1 | 1 | ||
| lusiess adj for changes in working capital related to the operating activities: | 0 | |||||
| lecrease / (increase) in inventory | (2.733) | (3.366) | 0 | |||
| lecrease / (increase) in trade and other receivables | 2.459 | 1.459 | (451) | (537) | ||
| Decrease) / increase in liabilities (excluding banks) 898. |
(8.959) | (5.965) | 970 | 309 | ||
| tterest paid | (6.474) | (6.537) | (1) | $\langle 2 \rangle$ | ||
| toome taxes paid | (70) | (942) | 0 | $\theta$ | ||
| Iperating inflow / (outflow) from discontinued operations | 20 | 826 | 5.335 | 0 | 0 | |
| let cash generated from operations (a) | (3.882) | (4.244) | 107 | (576) | ||
| westing Activities | ||||||
| urchase or Share capital increase of subsidiaries and related companies | (1.015) | 0 | 0 | 0 | ||
| urchase of tangible and intangible fixed assets | 7 | (147) | (5.475) | (109) | (12) | |
| roceeds from disposal of tangible and intangible assets | (4.433) | 14 | 0 | 0 | ||
| ddition of other investments | (34) | Û | Û | 0 | ||
| iterest Received | 33 | 42 | Ũ | 0 | ||
| westing inflow / (outflow) from discontinued operations | 20 | (17) | 18 | 0 | 0 | |
| otal inflow / (outflow) from investing activities (b) | (5.613) | (5.400) | (109) | (12) | ||
| Inancing Activities | ||||||
| roceeds from issued loans | 11 | 23.164 | 10.333 | 0 | 0 | |
| lepayment of loans | (18.940) | (4.306) | Ũ | 0 | ||
| epayment of leasing liabilities | (1.370) | (1.069) | 0 | 0 | ||
| inancing inflow / (outflow) from discontinued operations | 20 | 0 | (4.197) | 0 | 0 | |
| otal inflow / (outflow) from financing activities (c) | 2.853 | 761 | 0 | 0 | ||
| let increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) | (6.641) | (8.883) | (3) | (588) | ||
| 'ash and cash equivalents at the beginning of the period | 24.860 | 34.888 | 65 | 626 | ||
| ffect of exchange rate fluctuations on cash held | (1) | (43) | 0 | 0 | ||
| 18.218 | 25.961 | 62 | 38 | |||
| losing balance, cash and cash equivalents |
* The data for the period 1/1 -30/6/2015 have been reclassified to be comparable with the figures of corresponding period of 2016 in respect to characterizing continued and discontinued operation (Note 20)
The accompanying notes on pages 26 to 53 are an integral part of the Interim Condensed Financial Statements.
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS S.A. (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 HOLDINGS S.A. by a decision of an Extraordinary Shareholders' Meeting on 10/3/2000, which was approved by decision K2 - 3792/25.4.2000 of the Ministry of Development, Competitiveness and Shipping. The Shareholders' Meeting also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The headquarters of the Company is located at Marousi 18-20, Sorou str., Building A. FOURLIS HOLDINGS S.A. is registered in the Companies Registry of the Ministry of Development, Competitiveness and Shipping with Registration Number 13110/06/B/86/01 and General Electronic Commercial Registry Number 258101000.
The Company is listed in the Athens Stock Exchange since April 1988.
The Company's term, in accordance with its Articles of Association, was originally set for 30 years. In accordance with a decision of the Extraordinary Meeting of the Shareholders on 19/2/1988, the term was extended for a further 30 years i.e. to 2026.
The current Board of Directors of the parent company is as follows:
The total number of employees of the Group as at the end of June 2016 and June 2015 was 3.728 and 3.739 respectively, while the total number of employees of the Company was 86 and 85 respectively.
The Company's activities are the investment in domestic and foreign companies of every type regardless their purpose.
The Company also provides general management, financial planning & controlling and IT. In order to gain benefits from synergies and efficiently coordinate decision making and implementing, the centralization of supportive services of the Group in Greece was implemented and more particularly services of financial planning & controlling, Human Resources, Treasury and Social Responsibility. The centralized services are provided through arm's length principle by FOURLIS HOLDINGS S.A. to the Group's companies.
The direct and indirect subsidiaries of the Group, included in the Financial Statements are presented below:
| Name | Location | % Holding | Consolidation Method |
|---|---|---|---|
| HOUSEMARKET S.A. | Athens, Greece | 100,00 | Full |
| FOURLIS TRADE S.A. | Athens, Greece | 100,00 | Full |
| INTERSPORT ATHLETICS S.A. | Athens, Greece | 100,00 | Full |
| TRADE LOGISTICS S.A. * | Athens, Greece | 100,00 | Full |
| RENTIS S.A. * | 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 ATLETIK MAGAZACILIK VE DIS TICARET ANONIM SIRKETI* |
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:
| Name | Location | % Holding | Consolidation Method |
|---|---|---|---|
| VYNER LTD* | Nicosia, Cyprus | 50,00 | Net equity |
| SPEEDEX S.A. | Athens, Greece | 49,55 | Net equity |
| SW SOFIA MALL ENTERPRISES LTD* | Nicosia, Cyprus | 50,00 | Net equity |
* Companies in which FOURLIS HOLDINGS S.A. has an indirect participation
Shareholding ratios for subsidiaries have not changed since prior reporting period ended on 31/12/2015.
During the period 1/1 – 30/6/2016 the following share capital changes were realised:
RENTIS S.A.: Following the resolutions of the General Assembly of shareholders of the company held on 22/3/2016, an increase in the share capital of the company was implemented by the total amount of euros
3.350.000,00 euros by issuing 3.350.000 new common nominal vote shares, of nominal value € 1,00 per share. This share capital increase was totally covered by the shareholder H.M. HOUSEMARKET (CYPRUS) LIMITED. After the aforementioned increase, the share capital of the company amounts to € 17.810.000,00 divided into 17.810.000 nominal shares of nominal value € 1,00 per share.
Apart from the above, no other changes in the share capital of the companies of the Group were made within the 1st semester of 2016.
The accompanying Interim Condensed Consolidated and Separate Financial Statements have been prepared in accordance with the International Financial Reporting Standards for the Interim Financial Statements (IAS 34) and as a result they do not include all information necessary for the Annual Financial Statements. Consequently, they have to be read in combination with the published Financial Statements of the Group of 31/12/2015, uploaded on the website: http://www.fourlis.gr. The Board of Directors approved the Interim Financial Statements of the period 1/1-30/6/2016, on 29/8/2016.
The Interim Condensed Financial Statements are presented in thousands of Euro, unless stated otherwise and any differentiations in sums are due to rounding.
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/Company as of 1st 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. Management has not made use of 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. Management has not made use of 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 had no transactions in 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 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 Company's and the Group's Financial Statements
that the IFRS 7 disclosures relating to the offsetting of financial assets and financial liabilities are not required in the condensed interim financial report.
Standards issued but not yet effective and not earlier adopted by the Company and the Group:
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. The amendment has not yet been endorsed by the EU.
The standard is effective for annual periods beginning on or after 1 January 2018. IFRS 15 establishes a fivestep 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. Management is in the process of assessing the impact of the change in Group companies.
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 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. Management is in the process of assessing the impact of the change in Group companies.
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 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 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 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 policies for risk and capital management of the Group are those disclosed in the Notes of the Annual Financial Statements as of 31/12/2015.
The preparation of the Interim Condensed Financial Statements according to IFRS requires the management to make estimations and assumptions that may influence the accounting balances of Assets & Liabilities, the disclosures relating to Contingent Receivables & Payables, along with the recording of the amounts of Revenues and Expenses, recorded during the current period. The use of available information and subjective judgment are an integral part of making assumptions.
Future results may vary from the above estimates. Management's estimates and adjustments are under constant evaluation, based on historical data and the expectations for future events which are considered as realistic under the current circumstances. Management estimates and adjustments are consistent with those followed for the issuance of the Annual Financial Statements Separate and Consolidated for the year ended 31/12/2015.
The Group is active on the following four operating segments:
The discontinued operation in 2016 includes only FOURLIS TRADE S.A. which disinvested within 2014 from the
wholesale trade activity of electrical appliances.
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 South eastern Europe (Romania, Bulgaria, Cyprus and Turkey).
For the period 1/1 - 30/6/2016 the Group's revenues comprise of 62,7% from activities in Greece (63,7% for the period 1/1 - 30/6/2015) with the remaining 37,3% arising from activities from other countries in Southeastern Europe (36,3% the period 1/1 - 30/6/2015). The revenues of the Company are generated from intersegment transactions and are eliminated in 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 period 1/1 - 30/6/2016 are analysed below:
| Furniture and Household Goods |
Sporting Goods |
Fourlis Holdings S.A. |
Consolidation Entries |
Total Continuing Operations |
Disconti nued Opera tions |
Consolidation Entries |
Total Disconti nued Operations |
Total Group |
|---|---|---|---|---|---|---|---|---|
Group results by operating segment for the period 1/1 - 30/6/2015 are analysed below:
| Furniture and Household Goods |
Sporting Goods |
Fourlis Holdings S.A. |
Consolida tion Entries |
Total Continuing Operations |
Discontinued Operations |
Consoli dation Entries |
Total Disconti nued Operations |
Total Group |
|---|---|---|---|---|---|---|---|---|
The segment breakdown structure of assets and liabilities as of 30/6/2016 and 31/12/2015 are as follows:
| Furniture and Household Goods |
Sporting Goods | Discontinued Operation | FOURLIS HOLDINGS | Consolidation Entries | Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30/6/16 | 31/12/15 | 30/6/16 | 31/12/15 | 30/6/16 | 31/12/15 | 30/6/16 | 31/12/15 | 30/6/16 | 31/12/15 | 30/6/16 331/12/15 | |
It is noted that the column of consolidation entries invludes the transactions between the parent company and the operational segments of the Group.
Net additions of the Property, plant and equipment for the period 1/1 - 30/6/2016 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 | 0 | (62.095) | (4.470) | (3.765) | (35.667) | (105.997) | |
| Net book value at 31.12.2015 1.1 - 30.6.2016 |
56.617 | 146.478 | 6.346 | .290 | 11.047 | 3.084 | 224.861 |
| Additions | Ü | 1.868 | 224 | 231 | 1.617 | 199 | 4.140 |
| Other changes in acquisition cost | 0 | (26) | (15) | (17) | (37) | 0 | (96) |
| Depreciation/amortisation Other Depreciation changes |
(3.701) | (511) 15 |
(246) 17 |
(1.647) 24 |
0 | (6.106) 64 |
|
| Acquisition cost at 30.6.2016 | 56.617 | 210.414 | 11,025 | 5.269 | 48.294 | 3.282 | 334.902 |
| Accumulated depreciation at 30.6.2016 | 0 | (65.789) | (4.966) | (3.994) | (37.290) | 0 | (112.039) |
| Net book value at 30.6.2016 | 56.617 | 144.625 | 6.059 | 1.275 | 11,004 | 3.282 | 222.863 |
Additions in the Property, Plant and Equipment for the period refer to improvement costs and purchase of equipment for the retail segment (new and already existing stores) mainly for the Sporting Goods segment. More specifically, within the 1st semester of 2016 two new INTERSPORT stores started operating in Greece (Heraklio Crete) one in Romania (Timisoara) and one The Athlete's Foot (TAF) store in Greece (Larissa).
Additions and Depreciation/Amortization in Intangible Assets of the period 1/1 – 30/6/2016 amounted to € 472 thousand and € 685 thousand respectively (1/1 – 30/6/2015: € 255 thousand and € 715 thousand).
During the current period no impairment indications of Property, Plant and Equipment and Intangible Assets were noted.
Investment property for the year 2016 is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/06/2016 | 31/12/2015 | 30/06/2016 | 31/12/2015 | |
| Opening | 17.163 www.story |
17.163 ------ |
NORTH | $\alpha$ 76 |
| Additions ARTHUR REGISTERED |
34 | 0 | ٥ | 0 |
| Impairment | ö | |||
| Closing Balance | 17.197 | 17.163 | o | ٥ |
The amount of € 17,2 million (31/12/2015: € 17,2 million) concerns:
On 30/06/2016 there were no impairment indications for Group investment property.
Investments in affiliates and associates are analyzed as follows:
| THE COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| COUNTRY | % SHARE HOLDING 30/6/2016 |
30/6/2016 | % SHARE HOLDING 31/12/2015 |
31/12/2015 | ||||
| AFFILIATES | ||||||||
| GENCO TRADE | ||||||||
| SRL | Romania | 1,57% | 367 | 1,57% | 367 | |||
| HOUSEMARKET | Greece | 100% | 38.740 | 100% | 38.740 | |||
| SA | ||||||||
| FOURLIS TRADE | ||||||||
| SA | Greece | 100% | 23.216 | 100% | 23.216 | |||
| INTERSPORT | Greece | 100% | 15.664 | 100% | 15.664 | |||
| ATHLETICS SA | ||||||||
| ASSOCIATES | ||||||||
| SPEEDEX SA | Greece | 49,55% | - | 49,55% | - | |||
| STOCK | ||||||||
| OPTION | 1.765 | 1.643 | ||||||
| TOTAL | 79.752 | 79.630 |
The activity of each one of the companies aforementioned is described in the Report of the Board of Directors.
On 30/06/2016 there were no impairment indications for the subsidiaries and the associated companies of the Group.
Consolidated financial statements incude through the net equity method the associated companies SPEEDEX SA, VYNER LTD and SW SOFIA MALL ENTERPISES LTD. During the consolidation through the net equity method, a loss was registered in the income statements in «Expense-Income from Associate Companies» of amount € 1.273 thousand with a corresponding decrease in Investments in Affiliates and Associates.
The Annual Shareholders General Assembly dated on 17/6/2016 did not propose a dividend distribution for the year 2015, taking into account the financial results of this period.
Borrowings of the Group as at 30/6/2016 and 31/12/2015 are analyzed as follows:
| GROUP | ||
|---|---|---|
| 30/6/2016 | 31/12/2015 | |
| Non - current loans | 103.149 | 108,965 |
| Finance Leases | 3,504 | 4.875 |
| Total long term loans and short term portion of long term loans | 106.653 | 113,839 |
| Current portion of non-current loans and borrowings | 43,644 | 17,285 |
| Short-term portion of non-current Lease | 1,689 | 2.801 |
| Non - current loans | 61.320 | 93.754 |
| Short term loans for working capital | 45.815 | 35.811 |
| Total loans and borrowings | 152.468 | 149,650 |
The Company had no loans as of 30/6/2016 and 31/12/2015.
The repayment period of non - current loans varies between 1 to 5 years and the average effective interest rate of the Group for the period 1/1/2016 to 30/6/2016 was 4,65% (1/1–30/6/2015: 5,00%). Repayments and receipts of loans for the current period amount to € 20.310 thousand and € 23.164 thousand respectively. The non - current loans, including their portion which is payable within 12 months, cover mainly the Group's growth needs and consist of bond, syndicated and other non - current loans as follows for 30/6/2016 and 31/12/2015 respectively:
| 30/6/2016 | Amount in thous € |
Issuing Date | Duration | |
|---|---|---|---|---|
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 1.584 | 17/8/2011 | 7 years from the issuing date (822 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 | 2.148 | 17/3/2016 | 2 years from the issuing date (742 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.650 | 30/3/2016 | 3,5 years from the issuing date (800 payable forthcoming period) |
| Η.Μ. HOUSEMARKET (CYPRUS) LTD |
Bilateral | 2.800 | 30/3/2016 | 6 years from the issuing date (600 payable forthcoming period) |
| 12.082 | ||||
| Bond | 9.000 | 4/11/2009 | 8 years from the issuing date (€9.000 payable forthcoming period) |
|
| TRADE LOGISTICS S.A. | Bond | 4.600 | 29/2/2012 | In 2014 an extension was agreed until February 2017 (€4.600 payable forthcoming period) |
| 13.600 | ||||
| RENTIS S.A. | Bond | 4.700 | 2/3/2013 | 2 years from the issuing date (an extension of the loan has been 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 | ||||
| HOUSE MARKET BULGARIA AD |
Syndicated | 38.945 | 22/12/2011 | 7 years from the issuing date (€9.990 payable forthcoming period) |
| 38.945 | ||||
| INTERSPORT S.A. | Bond | 23.522 | 18/11/2014 | 5 years from the issuing date (€2.090 payable forthcoming period) |
| 23.522 | ||||
| HOUSEMARKET S.A. | Bond | 8.000 | 21/2/2011 | 6 years from the issuing date (€8.000 payable forthcoming period) |
| 8.000 | ||||
| Total | 103.149 |
| 31/12/2015 | Amount in thous € |
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) |
| 31/12/2015 | Amount in thous € |
Issuing Date | Duration | |
|---|---|---|---|---|
| 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 S.A. | Bond | 5.400 | 29/2/2012 | In 2014 an extension was agreed until February 2017 (€1.600 payable forthcoming period) |
| 14.400 | ||||
| RENTIS S.A. | 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 S.A. | Bond | 9.600 | 21/2/2011 | 6 years from the issuing date (€3.200 payable forthcoming period) |
| 9.600 | ||||
| Total | 108.966 |
The remaining finance lease liability of the company HOUSEMARKET S.A. of amount € 1.178 thousand 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 2016.
The remaining finance lease liability of the company INTERSPORT ATHLETICS S.A. of amount € 1.829 thousand 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 are mainly related to 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 30/6/2016 was approximately 5,84% (2015: 5,84%). During the current period, a Group's subsidiary entered into cash flow
hedges (Interest Rate Swaps or IRSs), in order to mitigate the risk of a sudden increase in interest rates in the interbank market. The terms of the swap agreements are as follows:
5year financial product (IRS) that hedges interest rate risk through the exchange of fixed/ floating rate for nominal amount of 5 million euros, with a negative fair value for HOUSE MARKET BULGARIA AD on 30/6/2016 of € 177 thousand (31/12/2015: € 191 thousand). The result of valuation has been registered in the statement of comprehensive income.
Some of Group's loans include loan covenants. On 30/6/2016 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 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 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 period there were neither transactions between levels 1 and 2 nor transactions inside and outside level 3 during the calculation of fair value. Moreover, within the same period there was no change to the purpose of any financial asset that would lead to a different classification of this asset.
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 ,2015. The obligation for employee compensation due to termination of service was affected in 2013 by the provisions of Law 4093/12, according to which the maximum level of compulsory compensation of which the employee is entitled in case of dismissal or retirement, has decreased.
Basic assumptions of the actuarial study for Greece are the following:
| Greek Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 1,00% | 1,00% |
| Discount interest rate | 1,86% - 2,74% | 1,57% - 2,25% |
| Inflation | 1,00% | 1,00% |
| Plan duration (years) | 10-24 | 12-25 |
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 5,01% to 12,27%. 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 4,71% to 11,05%.
| Bulgarian Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 3,50% | 3,50% |
| Discount interest rate | 2,36% | 2,61% |
| Inflation | 2,00% | 2,00% |
| Plan duration (years) | 24-31 | 25 |
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 12,41% to 16,12%. In case of a discount rate increase by 0,50% (namely 2,86%), the amount of liabilities due to termination of service of Bulgarian companies would decrease from 11,00% to 13,98%.
| Turkish Companies | 2015 | 2014 |
|---|---|---|
| Average annual payroll increase | 7,10% | 7,10% |
| Discount interest rate | 11% | 9,00% |
| Inflation | 5,10% | 5,10% |
| Plan duration (years) | 23 | 24 |
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 unsold, 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:
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% |
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 wave mentioned above are granted within three years as follows:
| Vesting Date | No of Options |
|---|---|
| 31/12/2015 | 167.517 |
| 31/12/2015 | 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 |
| € 3,40 |
|---|
| 23/11/2015 |
| 61,52% |
| 0,00% |
| 10% |
During the period 1/1 – 30/6/2016, no stock option granted by the first and second and third wave of SOP was exercised.
During period 1/1 – 30/6/2016 beneficiaries waived the right to exercise 6.383 options which were granted by the BoD of 23/11/2015.
During the period 1/1 – 30/6/2016, the amount of € 150.970 thousand was recorded in the Income statement as an expense of the Group.
The nominal tax rates in the countries that the Group is operating vary between 10% to 29% as follows:
| Country | Income Tax Rates |
|---|---|
| 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 - 2015(*) |
| FOURLIS TRADE SA | 2009 - 2015(*) |
| INTERSPORT ATHLETICS SA | 2008 - 2015(*) |
| GENCO TRADE SRL | 2007 – 2015 |
| GENCO BULGARIA EOOD | 2008 – 2015 |
| TRADE LOGISTICS SA | 2010 - 2015(*) |
| HOUSEMARKET SA | 2011 - 2015(*) |
| HM HOUSEMARKET (CYPRUS) LTD | 2006 – 2015 |
| HOUSE MARKET BULGARIA AD | 2008 – 2015 |
| RENTIS SA | 2010 - 2015(*) |
| INTERSPORT ATHLETICS (CYPRUS) LTD | 2006 – 2015 |
| WYLDES LTD | 2009 – 2015 |
| INTERSPORT ATLETİK MAĞAZACILIK VE DIŞ TİCARET ANONIM SIRKETI | 2011 - 2015 |
Assosiate companies have not been audited by the tax authorities for the years noted below:
| COMPANY | YEARS |
|---|---|
| VYNER LTD | 2009 – 2015 |
| SPEEDEX SA | 2011 – 2015(*) |
| SW SOFIA MALL ENTERPRISES LTD | 2015 |
(*) For the fiscal years 2011, 2012, 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 2014, 2015 with the provisions of Article 65 a of Law 4174/2013 and received a Tax Compliance Certificate for fiscal years 2011, 2012, 2013 and 2014 while the audit for the year 2015 is in progress. Upon completion of the audit, the Management of the Company and the Group does not expect any significant liabilities to arise, other than those recorded and presented in the Financial Statements. In order for the years 2011, 2012, 2013 to be considered integrated, provisions specified in par. 1a of Article 6 POL 1159/2011 should apply. The integration of 2014 and 2015 is according to POL1124/2015.
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). Based on the resolution 1405/2016, the Judicial Appeal of VAT was rejected. The resolutions 1406/2016 and 1405/2016 are at the stage of engrossing. 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.
On 30/6/2016, the accumulated amount of tax provisions for the unaudited fiscal years of the subsidiary HOUSE MARKET S.A. is 1.609 thousand euro.
The income tax expense for the period 1/1 – 30/6/2016 and the relative period 1/1/ - 30/6/2015 is as follows:
| GROUP | COMPANY | ||
|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 |
On 30/6/2016, deferred tax appeared in Statement of Comprehensive Income amount to € 483 thousand (30/6/2015: € 2,7 thousand).
The realized tax losses in the current period on the basis of which deferred tax was recognized amounted to EUR 5.424 thousand.
Given that tax audits for some companies concerning the fiscal years mentioned above are pending, it is considered by the Group, based on the approach and interpretation of tax authorities regarding the determination of the final tax, that adequate provisions for future tax audit differences have been made. As at 30/6/2016 the cumulative Group's provision for unaudited tax years amounted to € 2.054 th. (€ 2.054 th. on 31/12/2015) for the Group and to € 20 th. (€ 20 th. on 31/12/2015) for the Company which is presented in Income Tax Payable.
As at 30 June 2016 and 31 December 2015, the share capital amounted to € 54.561.784,07, consisting of € 50.992.322 shares with a par value of € 1,07 each.
The basic losses per share are calculated by dividing the profit/(loss) attributable to shareholders of the Company by the weighted average number of shares during the period. The Basic weighted average number of shares as at 30 June 2016 was 50.992.322 and at 30 June 2015 was 50.992.322.
| GROUP | |||
|---|---|---|---|
| 30/6/2016 | 30/6/2015 | ||
| (Loss)/Profit after tax attributable to owners of the parent | (3.305) | (6.515) | |
| Number of issued shares | 50.992.322 | 50.992.322 | |
| SOP Impact | 1.256.308 | 822.524 | |
| Effect from purchase of own shares | 0 | $\circ$ | |
| Weighted average number of shares | 52.248.630 | 51.814.846 | |
| Basic (Losses)/Earnings per Share (in Euro) | (0,0648) | (0, 1278) | |
| Diluted (Losses)/Earnings per Share (in Euro) | (0,0633) | (0, 1257) |
Earnings / Losses per share attributed to discontinued operations as at 30/6/2016 and at 30/6/2015 are analyzed as follows:
| Discontinued operations | |||
|---|---|---|---|
| 30/6/2016 30/6/2015 |
|||
| (Basic Earnings / Losses per Share (in Euro)) | (0,0139) (0,0324) |
||
| (Diluted Earnings / Losses per Share (in Euro)) | (0,0136) (0,0319) |
On 30/6/2016, the Company does not hold treasury shares. It is noted that following the relative resolution of the General Assembly of the shareholders on 17/6/2016, a treasury shares program has been established, until the number of 2.549.616 shares (5% of 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 - 30/6/2016 are analyzed as follows:
to € 27.991 th.
There are no litigation or arbitration proceedings that might have a material impact on the Group's Financial Statements.
Related parties of the Group include the Company, subsidiary and associated companies, the management and the first line managers and the companies controlled by them. The Parent Company also provides general management, information technology, human resources, financial planning & controlling, treasury and social responsibility.
The analysis of the related party receivables and payables as at 30 June 2016 and 31 December 2015 are as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | ||
| Receivables from: | FOURLIS TRADE SA | 0 | 0 | $\mathbf{2}$ | $\boldsymbol{6}$ |
| HOUSE MARKET SA | ö | Ű | (749) | $\overline{0}$ | |
| INTERSPORT SA | $\Omega$ | 0 | 520 | 606 | |
| SERVICE ONE SA | O | ō | Ö. | 11 | |
| TRADE LOGISTICS SA | 0 | Û | 16 | 13 | |
| GENCO BULGARIA | 0 | o | 23 | 16 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 5 | 3 | |
| H.M. HOUSE MARKET (CYPRUS) LTD | $\alpha$ | 0 | 26 | 14 | |
| SPEEDEX SA | ž | $\overline{7}$ | Ŧ | $\overline{7}$ | |
| RENTIS SA | 0 | Ũ | $\overline{z}$ | $\bar{z}$ | |
| HOUSE MARKET BULGARIA AD | $\Omega$ | Ű | 84 | 25 | |
| GENCO TRADE SRL | ō | ō | 43 | 4 | |
| INTERSPORT ATLETIK | ö | Ü | 102 | 14 | |
| TRADE STATUS SA | 161 | 160 | 156 | 157 | |
| Total | 163 | 167 | 229 | 877 | |
| Payables to: | HOUSE MARKET SA | 0 | $\ddot{\text{o}}$ | $\circ$ | 125 |
| INTERSPORT SA | $\mathbf 0$ | 0 | $\Omega$ | $\mathbb O$ | |
| TRADE LOGISTICS SA | $\alpha$ | Ū. | и | 1 | |
| SPEEDEX SA | 120 | 137 | $\boldsymbol{2}$ | $\mathbb{I}$ | |
| TRADE STATUS SA | 19 | 1 | $\mathbf 0$ | $\circ$ | |
| Management Members | 21 | 42 | 21 | $\circ$ | |
| Total | 160 | 180 | 24 | 127 |
The analysis of the related party for the period 1/1 - 30/6/2016 and 1/1 - 30/6/2015 are as follows:
| Group | Company | ||
|---|---|---|---|
| 1/1 - 30/6/2016 | 1/1 - 30/6/2015 | 1/1 - 30/6/2016 | 1/1 - 30/6/2015 |
| Group | Company | |||
|---|---|---|---|---|
| Expenses: | 1/1 - 30/6/2016 | 1/1 - 30/6/2015 | 1/1 - 30/6/2016 | 1/1 - 30/6/2015 |
During the periods 1/1 - 30/6/2016 and 1/1 - 30/6/2015 transactions and fees of the management and Directors were as follows:
| Group | Company | ||
|---|---|---|---|
| 1/1 – 30/6/2016 |
1/1 – 30/6/2015 |
1/1 – 30/6/2016 |
1/1 – 30/6/2015 |
There are no balances due to or balances due from the Group or the Company with the management and Directors. Transactions with related parties are arm's length.
During the periods 1/1 - 30/6/2016 and 1/1 - 30/6/2015 the following transactions occurred between the parent company and its subsidiaries:
| Group | Company | ||
|---|---|---|---|
| 1/1 - 30/6/2016 | 1/1 - 30/6/2015 | 1/1 - 30/6/2016 | 1/1 - 30/6/2015 |
| Group | Company | ||
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 |
| rage receivables | 1,093 100 H |
0.109 1968 5966 |
ozz START OF STRAIN |
1UZ |
|---|---|---|---|---|
| rventory | 99 | 0 | ||
| reditors | 9.199 | 6,368 | $\sim$ $\sim$ $\sim$ 995 |
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 Note 15.
Discontinued operations are presented distinctly in the income statement/ statement of comprehensive income and cash flows of the Group. The comparative information of the former corresponding period has been restated to reflect the above classification. Income Statement of the discontinued operations is presented below:
| GROUP Discontinued Operations |
|||
|---|---|---|---|
| $1/1 - 30/6/2016$ | $1/1 - 30/6/2015$ * | ||
| Revenue | 224 | 3.487 | |
| Cost of Goods Sold | (199) | (2.920) | |
| Other operating income | 243 | 101 | |
| Distribution expenses | 562) | 1.264 | |
| Administrative expenses | (337) | (639) | |
| Other operating expenses | (81) | (137) | |
| Financial expenses / income | (1) | (246) | |
| Contribution associate companies losses | |||
| Profit / (Loss) before Tax | (712) | (1.617) | |
| Income tax | з | (35) | |
| Non controlling interest | 0 | ||
| Profit /Loss After Tax and Minority Interest |
709) | 1,652 |
The cash flows of the discontinued operations are presented below:
| GROUP | ||||
|---|---|---|---|---|
| Discontinued Operations |
Discontinued Operations |
|||
| 1/1-30/6/2016 | 1/1-30/6/2015 * | |||
| Operating inflow / (outflow) from discontinued operations | 826 | 5.335 | ||
| Investing inflow / (outflow) from discontinued operations | (17) | 18 | ||
| Financing inflow / (outflow) from discontinued operations | (4.197) | |||
| Effect of exchange rate fluctuations on cash held | ||||
| Net increase /decrease in cash and cash equivalents | 809 | 1.156 |
* The data for the period 1/1 -30/6/2015 have been reclassified to be comparable with the figures of corresponding period of 2016 in respect to characterizing continued and discontinued operation
The most significant changes recorded in the Consolidated Statement of Financial Position as on 30/6/2016 in comparison with the corresponding data as of 31/12/2015 are the following:
shares held because of participation in the recapitalization of Greek Banks.
There are no other significant events following the date of 30/6/2016 that may affect the financial position of the Group and the Company.
The Interim Condensed Financial Statements of the Group for the period 1/1 – 30/6/2016 have been published by posting on the Internet at the web address www.fourlis.gr.
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