Quarterly Report • Oct 1, 2015
Quarterly Report
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(In terms of the artocle 135 of the Law 2190, for the companies publishing annual financial statements in accordance with IAS/IFRS)
The following information aims to provide a broad overview of the financial position and results of FRIGOGLASS S.A.I.C. and its subsidiaries. We advise the reader, before entering into any investment or any other transaction with the company, to visit the company's site where the interim financial statements and notes according to IFRS are published together with the auditor's report whenever it is required.
| Company's STATUTORY INFORMATION | |||
|---|---|---|---|
| Head Office and Registered Address: Company's Number in the Register of Societes Anonymes: |
15, A. Metaxa Street, GR -145 64 Kifissia, Athens 29454/06/Β/93/32 |
||
| Supervising Authority: | Ministry of Development (Department for Limited companies) | ||
| Board of Directors: | Chairman - non executive member: C. David Vice Chairman - non executive member: Ι. Androutsopoulos |
||
| Managing Director - executive member : P. Diamantides | |||
| Secretary- non-executive member: L. Komis | |||
| Member - non-executive : V. Pisante | |||
| Member - non-executive : C. Leventis | |||
| Member - non-executive : E. Kalousis | |||
| Member - non-executive : V. Fourlis | |||
| Member - non-executive : Α. Papalexopoulou | |||
| Date of Approval of the Financial Statements : | 22 February 2008 | ||
| Auditors Firm: | PricewaterhouseCoopers | ||
| Auditor's Name: | D. Michalatos | ||
| Report of the Auditors: | Without Qualification | ||
| Company's Web Address: | www.frigoglass.com |
| (in € 000's) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 31/12/07 | 31/12/06 | 31/12/07 | 31/12/06 | ||
| ASSETS: | |||||
| Property, plant and equipment | 150.370 | 117.038 | 12.859 | 14.004 | |
| Intangible Assets | 5.430 | 5.183 | 3.438 | 3.763 | |
| Investments in subsidiaries | 0 | 0 | 59.781 | 44.894 | |
| Deferred income tax assets | 2.614 | 3.404 | 406 | 1.132 | |
| Other Long term assets | ~~2.580 | ~~3.376 | ~~2.143 | ~~2.597 | |
| Total Non Current Assets | 160.994 | 129.001 | ~78.627 | ~66.390 | |
| Inventories Trade debtors |
116.245 52.618 |
94.701 41.951 |
14.945 5.055 |
17.380 2.855 |
|
| Other debtors | 20.658 | 23.663 | 1.476 | 12.548 | |
| Income Tax advances | 16.724 | 14.571 | 12.188 | 10.181 | |
| Intergroup receivables | 0 | 0 | 21.790 | 22.406 | |
| Cash & cash equivalents | ~17.313 | ~18.220 | ~~3.806 | ~~2.271 | |
| Total Current Assets | 223.558 | 193.106 | ~59.260 | ~67.641 | |
| Total Assets | 384.552 | 322.107 | 137.887 | 134.031 | |
| LIABILITIES: | |||||
| Long term borrowings | 2.810 | 875 | 0 | 0 | |
| Deferred income tax liabilities | 9.016 | 8.281 | 827 | 0 | |
| Retirement benefit obligations | 14.992 | 13.562 | 7.284 | 7.195 | |
| Provisions for other liabilities & charges | 6.725 | 8.439 | 1.391 | 3.584 | |
| Deferred income from government grants | ~~~333 | ~~~362 |
~~~169 | ~~~211 |
|||
| Total Non Current Liabilities | ~33.876 | ~31.519 | ~~9.671 | ~10.990 | |
| Trade creditors | 41.573 | 31.013 | 9.387 | 7.185 | |
| Other creditors | 35.939 | 32.751 | 7.227 | 5.553 | |
| Current income tax liabilities | 11.427 | 12.056 | 7.494 | 9.761 | |
| Intergroup payables | 0 | 0 | 8.597 | 648 | |
| Short term borrowings | ~62.222 | ~52.523 | ~~~~~`0 | ~14.237 | |
| Total Current Liabilities | 151.161 | 128.343 | ~32.705 | ~37.384 | |
| Total Liabilities (a) | 185.037 | 159.862 | ~42.376 | ~48.374 | |
| EQUITY: | |||||
| Share capital | 40.135 | 40.000 | 40.135 | 40.000 | |
| Share premium | 9.680 | 6.846 | 9.680 | 6.846 | |
| Other reserves | 21.151 | 25.599 | 22.843 | 23.285 | |
| Retained earnings / |
106.071 | ~69.957 | ~22.853 | ~15.526 | |
| Equity attributable to company shareholders (b) | 177.037 | 142.402 | ~95.511 | ~85.657 | |
| Minority Interest (c) | ~22.478 | ~19.843 | ~~~~~0 | ~~~~~0 |
||
| Total Equity (d) = (b) + (c) | 199.515 | 162.245 | ~95.511 | ~85.657 | |
| Total Liabilities & Equity | 384.552 | 322.107 | 137.887 | 134.031 | |
| 1.3. ELEMENTS OF STATEMENT OF CHANGES IN EQUITY | |||||
| (in € 000's) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 31/12/07 | 31/12/06 | 31/12/07 | 31/12/06 | ||
| Open Balance 01/01/2007 & 2006 | 162.245 | 154.574 | 85.657 | 77.304 | |
| Profit of the period | 47.927 | 40.031 | 17.551 | 16.353 | |
| Dividends to Company's shareholders | –12.800 | – 8.000 | – 12.800 | – 8.000 | |
| Disposal of Investments | 0 | – 16.161 | 0 | 0 | |
| Currency Translation Differences | – 2.650 | – 6.405 | 0 | 0 | |
| Shares issued to employees exercising stock options | 592 | 0 | 592 | 0 | |
| Stock option reserve | 4.072 | 0 | 4.072 | 0 | |
| Transfer from / to tax-free reserve | -655 | 0 | -655 | 0 | |
| Net income recognized directly in equity | 1.094 | 0 | 1.094 | 0 | |
| Dividends & Share capital to Minorities | ~~–310 | ~–1.794 | ~~~~~0 | ~~~~~0 |
||
| Closing Balance 31/12/2007 & 2006 | 199.515 | 162.245 | ~95.511 | ~85.657 |
| 1.2. ELEMENTS OF INCOME STATEMENT | ||||||
|---|---|---|---|---|---|---|
| (in € 000's) | GROUP From 1/1 to |
COMPANY From 1/1 to |
||||
| 31/12/07 | 31/12/06 | 31/12/07 | 31/12/06 | |||
| Net Trade Sales | 453.403 | 411.573 | 94.592 | 97.492 | ||
| Cost of goods sold | -329.081 | -299.750 | -78.936 | -81.882 | ||
| Gross Profit | 124.322 | 111.823 | 15.656 | 15.610 | ||
| Administration Expenses | -29.004 | -26.916 | -19.913 | -17.543 | ||
| Selling & marketing expenses | -22.104 | -20.129 | -5.819 | -6.037 | ||
| Research & Development expenses | -3.243 | -2.784 | -2.330 | -2.135 | ||
| Other Operating income | 2.034 | 1.967 | 21.667 | 18.797 | ||
| Other |
39 | -146 | 46 | 6 | ||
| -783 | -967 | 0 | 0 | |||
| 0 | 0 | 0 | 1.130 | |||
| Operating Profit | 71.261 | 62.848 | 9.307 | 9.828 | ||
| Dividend Income | 0 | 0 | 17.993 | 20.467 | ||
| Finance costs | -5.357 | -6.404 | -975 | -1.970 | ||
| Profit before income tax | 65.904 | 56.444 | 26.325 | 28.325 | ||
| Income tax expenses | -17.977 | -16.413 | -8.774 | -11.967 | ||
| Profit for the year after income tax expenses | 47.927 | 40.031 | 17.551 | 16.358 | ||
| Attributable to: | ||||||
| Minority interest | 2.472 | 1.544 | 0 | 0 | ||
| Shareholders of the company | 45.455 | 38.487 | 17.551 | 16.358 | ||
| Depreciation | 18.509 | 17.201 | 3.593 | 3.619 | ||
| EBITDA | 90.553 | 81.016 | 12.900 | 12.317 | ||
| Basic Earnings per share attributable to the shareholders | ||||||
| of the company (in Euro) | 1,14 | 0,96 | 0,44 | 0,41 | ||
| Diluted Earnings per share attributable to the shareholders | ||||||
| of the company (in Euro) | 1,13 | 0,96 | 0,44 | 0,41 |
| 1.4. CASH FLOW STATEMENT | of December 2007. VPI SA Income Statement in summary is presented below: | |||||||
|---|---|---|---|---|---|---|---|---|
| (in € 000's) | GROUP | COMPANY | From 01/ 01 till | |||||
| From 1/1 to | From 1/1 to | 31/12/07 | 28/02/06 | |||||
| 31/12/07 | 31/12/06 | 31/12/07 | 31/12/06 | Sales | 0 | 10.534 | ||
| Cash Flow from operating activities | Profit before income tax from discontinuing operations | 0 | 0 | |||||
| Profit before income tax from continuing operation | 65.904 | 56.444 | 26.325 | 27.195 | EBITDA | 0 | 701 | |
| Profit before tax from discontinuing operation | 0 | 0 | 0 | 1.130 | For the parent company EBT in 2006 from the disposal of VPI amounts to 1.130 thousand Euros and Earnings After Tax to 307 | |||
| Profit before tax | 65.904 | 56.444 | 26.325 | 28.325 | thousand Euros. | |||
| Adjustments for: | ||||||||
| Depreciation | 18.509 | 17.201 | 3.593 | 3.619 | 3. The main accounting principles as of the balance sheet of 31.12.2006 have been applied. | |||
| Provisions | 6.140 | 8.474 | 1.196 | 3.014 | 4. The pledges on the Group's assets at 31.12.2007 stood at € 15,8 mil. There are no pledges on the Parent company's assets. | |||
| 411 | 0 | – 46 | 0 | 5. Capital expenditure for 2007 amount to: Group € 54,6 mil. (31/12/2006: € 24,3 mil ), Parent company € 2,6 mil. (31/12/2006: € 3,3 mil.) | ||||
| Dividend income | 0 | 0 | – 17.993 | – 20.467 | 6. There are no litigation matters which have a material impact on the financial position or operation of the Company and the Group. | |||
| Exchange differences | – 4.030 | – 1.813 | 0 | 0 | 7. The average number of employees for the period stood at: | |||
| Changes in Working Capital: | Group | Company | ||||||
| Decrease / (increase) of inventories | – 21.545 | – 13.484 | 2.436 | – 8.109 | 31/12/2007 | 5.020 | 526 | |
| Decrease / (increase) of trade debtors | – 10.668 | 7.836 | – 2.200 | 6.608 | 31/12/2006 | 4.394 | 592 | |
| Decrease / (increase) of Intergroup receivables | 0 | 0 | 616 | 9.265 | 8. The amounts of sales and purchases and outstanding balances of receivables and payables of the Company to and from its related | |||
| Decrease / (increase) of other receivables | 2.985 | – 9.557 | 11.071 | – 10.200 | parties (according to the provisions of IAS 24) for the period 01.01. - 31.12.2007 were as follows: | |||
| Decrease / (increase) of other long term receivables | 797 | – 2.193 | 454 | – 2.441 | 31/12/2007 | |||
| (Decrease) / increase of suppliers | 10.560 | 3.904 | 2.202 | – 1.416 | ||||
| (Decrease) / increase of Intergroup payables | 0 | 0 | 7.949 | – 57 | Group | Company | ||
| a) Sales of goods and services | 151.058 | 27.987 | ||||||
| (Decrease) / increase of other liabilities (except borrowing) | 3.188 | 3.558 | 1.674 | – 697 | b) Receivables from related parties | 9.631 | 0 | |
| Less: | c) Purchases from and payables to related parties | 0 | 0 | |||||
| Income Tax paid | –19.269 | –14.208 | –10.313 | –6.814 | d) Intergroup Sales of goods and services | 0 | 43.731 | |
| Net cash generated from operating activities (a) | ~52.982 | ~56.162 | ~26.964 | ~~~630 | e) Dividend income from subsidiaries | 0 | 17.993 | |
| Cash Flow from investing activities | f) Receivables from subsidiaries | 0 | 21.790 | |||||
| Purchase of property, plant and equipment | – 52.457 | – 22.505 | – 1.286 | – 1.846 | g) Intergroup Purchases of goods and services | 0 | 21.928 | |
| Purchase of intangible assets | – 2.181 | – 2.265 | – 1.137 | – 1.494 | h) Payables to subsidiaries | 0 | 8.597 | |
| Proceeds from subsidiaries disposal & other investments | 0 | 11.690 | 0 | 12.000 | i) Fees of members of Board of Directors | 207 | 207 | |
| Proceeds from disposal of PPE & intangible assets | 1.345 | 0 | 355 | 0 | j) Management compensation | 2.708 | 2.708 | |
| k) Receivables from management & BoD members | 0 | 0 | ||||||
| Investments in subsidiaries | 0 | 0 | – 14.887 | 0 | l) Payables to management & BoD members | 0 | 0 | |
| Dividend income | ~~~~~0 | ~~~~~0 |
~17.993 | ~20.467 | |||||
| Net cash generated from investing activities (b) | –53.293 | –13.080 | ~~1.038 | ~29.127 | Kifissia, February 22, 2008 | |||
| Net cash generated from operating & investing activities | ~~`–311 | ~43.082 | ~28.002 | ~29.757 | ||||
| Cash Flow from financing activities | ||||||||
| Increase / (decrease) of borrowing | 11.634 | – 27.165 | – 14.237 | – 19.870 | THE CHAIRMAN | THE MANAGING DIRECTOR | ||
| Dividends paid to Company's shareholders | – 12.822 | – 8.009 | – 12.822 | – 8.009 | CHARALABOS DAVID | PETROS DIAMANTIDES | ||
| Dividends & Share Capital paid to Minority | 0 | – 1.794 | 0 | 0 | ||||
| Proceeds from issue of shares to employees | ~~~592 | ~~~~~0 |
~~~592 | ~~~~~0 |
||||||
| Net cash generated from financing activities (c) | ~~~–596 | –36.968 | –26.467 | –27.879 | ||||
| Net increase (decrease) in cash and cash equivalents (a) + (b) + (c) |
~~–907 | ~~6.114 | ~~1.535 | ~~1.878 | THE GROUP CHIEF FINANCIAL OFFICER PANAGIOTIS TABOURLOS |
THE FINANCE MANAGER VASSILIOS STERGIOU |
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| Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year |
~18.220 ~17.313 |
~12.106 ~18.220 |
~~2.271 ~~3.806 |
~~~`393 ~~2.271 |
Note: 1)
2) For the Full Year 2006 there are financial data of the discontinued operations of VPI incorporated for the period 01.01.2006-28.02.2006.
1. Group companies that are included in the consolidated financial statements with their respective locations, percentage of ownership as well as the information regarding the fiscal years unaudited by the Tax authorities by company are listed below: Note: For certain countries, tax audit is not compulsory and is performed only under specific conditions.
| Consolidation | % | Fiscal Years | ||
|---|---|---|---|---|
| Company Name | Country | Method | ownership | Unaudited |
| Frigoglass S.A.I.C. | Hellas | Full | Parent | 2005-2007 |
| Frigoglass Romania SRL | Romania | Full | 100% | 2007 |
| Frigorex Indonesia PT | Indonesia | Full | 100% | 2007 |
| Frigoglass South Africa Ltd | S. Africa | Full | 100% | 2003-2007 |
| Frigoglass Eurasia LLC | Russia | Full | 100% | 2006-2007 |
| Frigoglass (Guangzhou) Ice Cold Equipment Co.,Ltd. | China | Full | 100% | 2006-2007 |
| Scandinavian Appliances A.S | Norway | Full | 100% | 2003-2007 |
| Frigoglass Ltd. | Ireland | Full | 100% | 2000-2007 |
| Frigoglass Iberica SL | Spain | Full | 100% | 2002-2007 |
| Frigoglass Sp zo.o | Poland | Full | 100% | 2005-2007 |
| Frigoglass India PVT.Ltd. | India | Full | 100% | 2004-2007 |
| Beta Glass Plc. | Nigeria | Full | 53,82% | 2004-2007 |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Full | 76,03% | 1999-2007 |
| TSG Nigeria Ltd. | Nigeria | Full | 54,89% | 1999-2007 |
| Beta Adams Plastics | Nigeria | Full | 76,03% | 1999-2007 |
| 3P Frigoglass Romania SRL | Romania | Full | 100% | 2005-2007 |
| Frigorex East Africa Ltd. | Kenya | Full | 100% | 2002-2007 |
| Frigoglass GmbH | Germany | Full | 100% | 2001-2007 |
| Frigoglass Nordic | Norway | Full | 100% | 2003-2007 |
| Frigoglass France SA | France | Full | 100% | 2003-2007 |
| Coolinvest Holding Limited | Cyprus | Full | 100% | 1999-2007 |
| Frigorex Cyprus Limited | Cyprus | Full | 100% | 1999-2007 |
| Letel Holding Limited | Cyprus | Full | 100% | 1999-2007 |
| Norcool Holding A.S | Norway | Full | 100% | 1999-2007 |
| Nigerinvest Holding Limited | Cyprus | Full | 100% | 1999-2007 |
| Deltainvest Holding Limited | Cyprus | Full | 100% | 1999-2007 |
2. The company V.P.I S.A was not consolidated in present financial statements due to the sale of the Group's 51% ownership on February 28, 2006. The proceeds from the sale amounted to 15m Euros. The Company announced the agreement for the sale of its total ownership in the share capital of VPI SA (PET operations) on December 15, 2005. The sale contract was signed on February 28, 2006. Information regarding the sale of PET operations is presented in Note 23 of the Annual Financial Statements
| 31/12/07 | 28/02/06 | ||
|---|---|---|---|
| Sales | 0 | 10.534 | |
| Profit before income tax from discontinuing operations | 0 | 0 | |
| EBITDA | 0 | 701 | |
| For the parent company EBT in 2006 from the disposal of VPI amounts to 1.130 thousand Euros and Earnings After Tax to 307 | |||
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