Quarterly Report • Sep 25, 2015
Quarterly Report
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| Balance Sheet | Group | Parent Company | ||||
|---|---|---|---|---|---|---|
| in € 000's | ||||||
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |||
| No te |
||||||
| Assets: | ||||||
| Property, plant and equipment | 7 | 116.697 | 151.953 | 14.483 | 14.698 | |
| Intangible assets | 8 | 4.451 | 4.720 | 3.407 | 3.161 | |
| Investments in subsidiaries | 18 | 44.895 | 57.893 | |||
| Deferred income tax assets | 9 | 1.241 | 814 | |||
| Other long term assets | 1.184 | 251 | 156 | 173 | ||
| Total Non current assets | 123.573 | 157.738 | 62.941 | 75.925 | ||
| Inventories | 10 | 81.217 | 74.990 | 9.271 | 10.627 | |
| Trade debtors | 11 | 49.787 | 59.566 | 9.463 | 6.707 | |
| Other debtors | 12 | 28.677 | 22.351 | 12.529 | 8.003 | |
| Intergroup receivables | 31.670 | 30.514 | ||||
| Cash at banks & in hand | 13 | 12.106 | 10.420 | 393 | 584 | |
| Assets held for sale | 30 | 66.552 | 12.998 | |||
| Total current assets | 238.339 | 167.327 | 76.324 | 56.435 | ||
| Total Assets | 361.912 | 325.065 | 139.265 | 132.360 | ||
| Liabilities: | ||||||
| Long term borrowings | 15 | 18.304 | 35.531 | 17.000 | 29.000 | |
| Deferred Income tax liabilities | 9 | 9.673 | 11.230 | 572 | 2.334 | |
| Retirement benefit obligations | 16 | 13.488 | 11.326 | 5.821 | 4.083 | |
| Provisions for other liabilities & charges | 17 | 6.421 | 3.379 | 3.462 | 1.032 | |
| Deferred income from government grants | 19 | 366 | 5.619 | 251 | 152 | |
| Total Non current liabilities | 48.252 | 67.085 | 27.106 | 36.601 | ||
| Trade creditors | 27.059 | 34.038 | 8.602 | 6.148 | ||
| Other creditors | 14 | 26.933 | 15.729 | 5.376 | 2.777 | |
| Current income tax liabilities | 5.945 | 4.770 | 3.065 | 1.155 | ||
| Intergroup payables | 705 | 2.341 | ||||
| Short term borrowings | 15 | 62.259 | 75.465 | 17.107 | 6.976 | |
| Liabilities associated with assets classified as | ||||||
| held for sale | 30 | 36.890 | ||||
| Total current liabilities | 159.086 | 130.002 | 34.855 | 19.397 | ||
| Total Liabilities | 207.338 | 197.087 | 61.961 | 55.998 | ||
| Equity: | ||||||
| Share capital | 20 | 40.000 | 40.000 | 40.000 | 40.000 | |
| Share premium | 20 | 57.245 | 57.245 | 57.245 | 57.245 | |
| Other reserves | 21 | 29.048 | 21.055 | 22.857 | 20.215 | |
| Accumulated Deficit | -8.809 | -24.008 | -42.798 | -41.098 | ||
| Net Equity attributable to Company | ||||||
| Shareholders | 117.484 | 94.292 | 77.304 | 76.362 | ||
| Minority Interest | 37.090 | 33.686 | ||||
| Total Equity | 154.574 | 127.978 | 77.304 | 76.362 | ||
| Total Liabilities and equity | 361.912 | 325.065 | 139.265 | 132.360 |
The attached financial statements have been approved by the Board of Directors meeting held on the 23rd of February 2006 and are hereby signed by:
| Kifisia, 23 February 2006 |
|---|
| The Chairman of the Board Dimitrios Krontiras |
| The Managing Director Dimitrios Lois |
| The Group Chief Financial Officer Panagiotis Tabourlos |
| The Finance Manager Vassilios Stergiou |
| Income Statement | Group | Parent Company | |||
|---|---|---|---|---|---|
| in € 000's | |||||
| For the year ended | For the year ended | ||||
| No te |
31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Continuing Operations | |||||
| Sales | 6 | 306.829 | 264.202 | 61.554 | 49.801 |
| Cost of goods sold | 24 | -214.573 | -186.050 | -52.787 | -45.020 |
| Gross profit | 92.256 | 78.152 | 8.767 | 4.781 | |
| Other operating income | 10.991 | 7.721 | 19.910 | 17.490 | |
| Administration expenses | 24 | -36.415 | -32.126 | -18.861 | -13.878 |
| Selling & marketing expenses | 24 | -21.942 | -19.520 | -5.197 | -4.631 |
| Research & Development expenses | 24 | -2.555 | -2.189 | -2.007 | -1.825 |
| Losses from restructuring activities | -1.111 | ||||
| Total operating expenses | -62.023 | -53.835 | -26.065 | -20.334 | |
| Operating Profit | 41.224 | 32.038 | 2.612 | 1.937 | |
| Dividend income | 8.961 | 5.860 | |||
| Finance costs | 22 | -3.519 | -6.275 | -1.414 | -1.311 |
| Profit before income tax | 37.705 | 25.763 | 10.159 | 6.486 | |
| Income tax expense | 23 | -11.946 | -11.689 | -3.454 | -2.578 |
| Profit for the year from continuing operations | 25.759 | 14.074 | 6.705 | 3.908 | |
| Discontinuing Operations | |||||
| Profit for the year after income tax from | |||||
| discontinued operations | 30 | 449 | 3.356 | 1.011 | 1.011 |
| Profit for the year after income tax expenses | 26.208 | 17.430 | 7.716 | 4.919 | |
| Attributable to: | |||||
| Minority interest | 1.923 | 3.014 | |||
| Shareholders of the Company | 24.285 | 14.416 | 7.716 | 4.919 | |
| Weighed Average number of shares (in thousands) | 28 | 40.000 | 39.994 | 40.000 | 39.994 |
| Earnings per share from continuing operations | |||||
| attributable to the shareholders of the company | |||||
| during the year ( in € per share) | 28 | 0,60 | 0,32 | 0,17 | 0,10 |
| Earnings per share from discontinuing operations | |||||
| attributable to the shareholders of the company | |||||
| during the year ( in € per share) | 28 | 0,01 | 0,04 | 0,03 | 0,03 |
| Accumulated | ||||||
|---|---|---|---|---|---|---|
| Share capital | Share premium | Other reserves | Deficit | Minority Interest | Total | |
| Balance 01/01/2004 | 39.252 | 57.245 | 16.975 | -32.305 | 35.626 | 116.793 |
| Disposal of treasury shares | 748 | 748 | ||||
| Profit for the year | 14.416 | 3.014 | 17.430 | |||
| Dividends to Company's shareholders | -4.000 | -4.000 | ||||
| Acquisition of Minority | -2.724 | -2.724 | ||||
| Currency Translation differences | 2.116 | -435 | -438 | 1.243 | ||
| Dividends to Minorities | -1.792 | -1.792 | ||||
| Reserves for distribution | -1.550 | 1.550 | ||||
| Transfer to Reserves | 3.514 | -3.514 | ||||
| Net income recognized directly in equity | 280 | 280 | ||||
| Balance 31/12/2004 | 40.000 | 57.245 | 21.055 | -24.008 | 33.686 | 127.978 |
| Balance 01/01/2005 | 40.000 | 57.245 | 21.055 | -24.008 | 33.686 | 127.978 |
| Disposal of treasury shares | ||||||
| Profit for the year | 24.285 | 1.923 | 26.208 | |||
| Dividends to Company's shareholders | -5.600 | -5.600 | ||||
| Balance 31/12/2005 | 40.000 | 57.245 | 29.048 | -8.809 | 37.090 | 154.574 |
|---|---|---|---|---|---|---|
| Net income recognized directly in equity | 258 | 258 | ||||
| Transfer to Reserves | ||||||
| Reserves for distribution | 4.063 | -4.063 | ||||
| Currency Translation differences | 3.930 | 1.493 | 2.650 | 8.073 | ||
| Actuarial losses net of deferred taxes | -1.174 | -1.174 | ||||
| Dividends to Minorities | -1.169 | -1.169 |
| Accumulated | |||||
|---|---|---|---|---|---|
| Share capital | Share premium | Other reserves | Deficit | Total | |
| Balance 01/01/2004 | 39.252 | 57.245 | 19.961 | -42.043 | 74.415 |
| Disposal of treasury shares | 748 | 748 | |||
| Profit for the year | 4.919 | 4.919 | |||
| Dividends to Company's shareholders | -4.000 | -4.000 | |||
| Reserves for distribution | -1.550 | 1.550 | |||
| Transfer to Reserves | 1.804 | -1.804 | |||
| Net income recognized directly in equity | 280 | 280 | |||
| Balance 31/12/2004 | 40.000 | 57.245 | 20.215 | -41.098 | 76.362 |
| Balance 01/01/2005 | 40.000 | 57.245 | 20.215 | -41.098 | 76.362 |
| Profit for the year | 7.716 | 7.716 | |||
| Dividends to Company's shareholders | -5.600 | -5.600 | |||
| Actuarial losses net of deferred taxes | -1.174 | -1.174 | |||
| Reserves for distribution | |||||
| Transfer to Reserves | 2.642 | -2.642 | |||
| Balance 31/12/2005 | 40.000 | 57.245 | 22.857 | -42.798 | 77.304 |
in € 000's
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| For the Year Ended | |||||
| Not e |
31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Cash Flow from operating activities | |||||
| Profit before income tax from continuing operation | 37.705 | 25.763 | 11.170 | 7.497 | |
| Profit before tax from discontinuing operation | 1.140 | 5.038 | |||
| Profit before tax | 38.845 | 30.801 | |||
| Adjustments for: | |||||
| Depreciation | 7 | 22.285 | 21.809 | 3.812 | 3.429 |
| Provisions | 8.782 | 8.135 | 3.142 | 1.182 | |
| Dividend Income | 0 | -9.972 | -6.871 | ||
| Exchange difference | 411 | 1.334 | 0 | 0 | |
| Changes in Working Capital: | |||||
| Decrease / (increase) of inventories | -18.254 | -2.057 | 1.356 | 765 | |
| Decrease / (increase) of trade debtors | -5.916 | -8.568 | -2.756 | 2.908 | |
| Decrease / (increase) of Intergroup receivables | 0 | 0 | -1.156 | -20.829 | |
| Decrease / (increase) of other receivables | -7.863 | -4.432 | -4.526 | -495 | |
| (Decrease) / increase of suppliers | 3.861 | 6.005 | 2.454 | 1.528 | |
| (Decrease) / increase of Intergroup payables | 0 | 0 | -1.636 | 2.378 | |
| (Decrease) / increase of other liabilities (except borrowing) | 9.037 | 621 | 1.863 | 570 | |
| Less: | |||||
| Income Tax paid | -12.813 | -9.124 | -2.873 | -1.549 | |
| (a) Net cash generated from operating activities | 38.375 | 44.524 | 878 | -9.487 | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 7 | -15.230 | -28.345 | -2.005 | -2.874 |
| Purchase of intangible assets | 8 | -1.868 | -3.185 | -1.574 | -2.344 |
| Proceeds from subsidiaries share capital return | 0 | 0 | 0 | 4.804 | |
| Proceeds from investment disposal | 0 | 0 | 0 | 1.050 | |
| Proceeds from disposal of property, plant, equipment and | |||||
| intangible assets | 0 | 0 | 0 | 1.055 | |
| Dividends received | 0 | 0 | 9.972 | 6.871 | |
| (b) Net cash generated from investing activities | -17.098 | -31.530 | 6.393 | 8.562 | |
| Net cash generated from operating and investing activities | 21.277 | 12.994 | 7.271 | -925 | |
| Cash Flow from financing activities | |||||
| Increase / (decrease) of borrowing | -12.325 | -5.679 | -1.870 | 5.036 | |
| Dividends paid to Company's shareholders | -5.592 | -3.972 | -5.592 | -3.972 | |
| Dividends paid to minority interests | -1.169 | -1.792 | 0 | 0 | |
| (c) Net cash generated from financing activities | -19.086 | -11.443 | -7.462 | 1.064 | |
| Net increase (decrease) in cash and cash equivalents | 2.191 | 1.551 | -191 | 139 | |
| Cash and cash equivalents at beginning of the year | 10.420 | 8.869 | 584 | 445 | |
| Cash and cash equivalents at the end of the year | 12.611 | 10.420 | 393 | 584 | |
| Cash and cash equivalents at the end of the year attributable | |||||
| to discontinuing operations | -505 | 0 | 0 | 0 | |
| Cash and cash equivalents at the end of the year | 12.106 | 10.420 | 393 | 584 |
These financial statements include the annual financial statements of the parent company FRIGOGLASS S.A.I.C. (the "Company") and the consolidated annual financial statements of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 18 of the financial statements.
Frigoglass S.A.I.C. and its subsidiaries are engaged in the manufacturing, trade and distribution of commercial refrigeration units and packaging materials for the beverage industry. The Group has manufacturing plants and sales offices in Europe, Asia, and Africa.
The Company is a limited liability company incorporated and based in Kifissia, Attica. The Company's' shares are listed on the Athens Stock Exchange.
The address of its registered office is:
15, A. Metaxa Street GR 145 64, Kifissia Athens, Hellas
The company's web page is: www.frigoglass.com
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.
These financial statements have been prepared by management in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union, and International Financial Reporting Standards issued by the IASB.
All International Financial Reporting Standards issued by the IASB and effective at the time of preparing these financial statements have been adopted by the European Commission through the endorsement procedure established by the European Commission, with the exception of International Accounting Standard 39 "Financial Instruments: Recognition and Measurement". Following recommendations from the Accounting Regulatory Committee, the Commission adopted Regulations 2086/2004 and 1864/2005 requiring the use of IAS 39, minus certain provisions on portfolio hedging of core deposits, by all listed companies from 1 January 2005.
Since the Group and the Company are not affected by the provisions regarding portfolio hedging that are not required by the EU-endorsed version of IAS 39, the accompanying financial statements comply with both IFRS as adopted by the EU and IFRS issued by the IASB.
The financial statements of Frigoglass as at 31 December 2003, which were issued by the Company on 2 February 2004, were prepared in accordance with generally accepted accounting principles in Greece (Hellenic GAAP). These were considered to be the previous GAAP as defined in IFRS 1 for the preparation of the preliminary opening IFRS balance sheet as at 1 January 2004. The Company also issued on 8 February 2005 its financial statements as at 31 December 2004 in accordance with Hellenic GAAP. Hellenic GAAP differs in certain respects from IFRS.
The policies set out below have been consistently applied to all the periods presented except for those relating to the classification and measurement of financial instruments. The Company has made use of the exemption available under IFRS 1 to only apply IAS 32 and IAS 39 from 1 January 2005. The policies applied to financial instruments for 2004 and 2005 are disclosed separately below.
The Company's financial statements were previously prepared in accordance with Hellenic GAAP until 31 December 2004. Hellenic GAAP differs in some areas from IFRS. In preparing the IFRS financial statements, management has amended certain accounting and valuation methods applied in the Hellenic GAAP financial statements, and has presented financial statements, statement of changes in equity, cash flow statements and more comprehensive explanatory notes, to comply with IFRS. The comparative figures in respect for the year ended 31 December 2004 were restated to reflect these adjustments, except as described in the accounting policies.
Reconciliations and descriptions of the adjustments from Hellenic GAAP 2003 and 2004 financial statements to the opening IFRS balance sheet as of 1 January 2004, and 31 December 2004 IFRS equity and profit and loss respectively are provided in pages 48-49.
The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern their financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair values of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus any costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interests (minority rights).
The excess of the cost of acquisition over the Group's share of the fair value of the net assets of the subsidiary acquired is recorded as goodwill. Note 2.6.1 describes the accounting treatment of goodwill.
Whenever the cost of the acquisition is less than the fair value of the Group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless there is evidence of impairment.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Company accounts for investments in subsidiaries in its separate financial statements at historic cost less impairment losses.
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or a service within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ("the functional currency").
The consolidated financial statements are presented in Euros, which is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year-end exchange rates, of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement.
The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, are recognised in shareholders' equity.
Goodwill and other fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate at the balance sheet date.
Buildings comprise mainly factories and offices. All property, plant and equipment are stated at historic cost less accumulated depreciation and any impairment losses, except for land which is shown at cost less any impairment losses.
Acquisition cost includes expenditure that is directly attributable to the acquisition of the tangible assets. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred.
Interest costs on borrowings, specifically, used to finance the acquisition of property, plant and equipment are capitalised, during the period of time required to prepare and complete the asset for its intended use. Other borrowing costs are recorded in the income statement as expenses.
Depreciation is calculated using the straight-line method to write off the cost of each asset to its residual value over its estimated useful life as follows:
| Buildings | up to 40 years |
|---|---|
| Vehicles | 5 to 6 years |
| Glass Furnaces | 5 years |
| Glass Moulds | 2 years |
| Machinery | 15 years (Pet Division) |
| Machinery | up to 10 years (Other Divisions) |
|---|---|
| Furniture & Fixtures | 3 to 6 years |
The cost of subsequent expenditures is depreciated during the estimated useful life of the asset and costs for major periodic renovations are depreciated to the date of the next scheduled renovation. When an item of plant and machinery comprises major components with different useful lives, the components are accounted for as separate items of plant and machinery.
The tangible assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
In the case where an asset's carrying amount is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and the difference (impairment loss) is recorded as expense in the income statement.
Gains and losses on disposals are determined by the difference between the sales proceeds and the carrying amount of the asset. These gains or losses are included in the income statement.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share in the acquired subsidiary's net assets at the date of acquisition. Goodwill on acquisitions of associates is included in investments in associates.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. At each balance sheet date the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of goodwill is fully recoverable.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is performed on the cash-generating units that are expected to benefit from the acquisition from which goodwill was derived.
Loss from impairment is recognised if the carrying amount exceeds the recoverable amount. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Research expenditure is recognised as an expense as incurred.
Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be successful, considering its commercial and technological feasibility, and also the costs can be measured reliably. Other development expenditures are recognised as an expense in the income statement as incurred. Development costs that have a finite useful life and that have been capitalised, are amortised from the commencement of their production on a straight line basis over the period of its useful life, not exceeding 5 years.
Capitalised software licenses are carried at acquisition cost less accumulated amortisation, less any accumulated impairment. They are amortised using the straightline method over their useful lives, not exceeding a period of 5 years. Computer software development or maintenance costs are recognised as expenses in the income statement as they incur.
Patents, trademarks and licences are shown at historical cost less accumulated amortisation. These intangible assets have a definite useful life, and their cost is amortised using the straight-line method over their useful lives.
Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually and whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised as an expense immediately, for the amount by which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
The Group classifies its financial assets in the following categories: at fair value through profit and loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.
(a) Financial assets at fair value through profit and loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management.
The Group and the Company did not own any financial assets, including derivatives held for trading, that are recorded at fair value through the income statement for the periods presented in these financial statements.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the balance sheet (Note 2.11). The Group did not have any loan receivables during the periods presented in these financial statements.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
The Group did not own any financial assets that can be characterised as available-forsale financial assets during the periods presented in these financial statements.
Equity investments in subsidiaries are measured at cost less impairment losses in the separate financial statements of the parent. Impairment losses are recognised in the income statement.
Leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received by the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Leases of property, plant and equipment where a Group entity has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased assets and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance lease liability outstanding. The corresponding rental obligations, net of finance charges, are included in liabilities as other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment, acquired under finance leases are depreciated over the shorter of the asset's useful life and the lease term.
When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.
Assets leased out under operating leases are included within tangible assets in the balance sheet. They are depreciated over their expected useful lives, which are defined on the basis of similar tangible assets owned by the Group. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.
Inventories are recorded at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less any applicable selling expenses.
The cost of finished goods and work in progress comprises raw materials, direct labour cost and other related production overheads.
Appropriate allowance is made for excessive, obsolete and slow moving items. Writedowns to net realisable value and inventory losses are expensed in the period in which the write-downs or losses occur.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group entity will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the recoverable amount.
The recoverable amount, if the receivable is more than 1 year is equal to the present value of expected cash flow, discounted at the market rate of interest for similar borrowers. The amount of the provision is recognised as an expense in the income statement.
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term, highly liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings in current liabilities on the balance sheet.
until they are cancelled or reissued. Where such shares are subsequently sold or reissued, any proceed received is included in shareholders' equity.
Borrowings are recognised initially at fair value, as the proceeds received, net of any transaction cost incurred. Borrowings are subsequently recorded at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group entity has an unconditional right to defer settlement for at least 12 months after the balance sheet date.
Deferred income tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
The deferred income tax that arises from initial recognition of an asset or liability in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit nor loss, is not accounted for.
Deferred tax assets are recognised to the extent that future taxable profit, against which the temporary differences can be utilised, is probable.
Deferred tax liabilities are provided for taxable temporary differences arising on investments in subsidiaries, except for when the Group is able to control the reversal of the temporary difference, thus it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income taxation is determined using tax rates that have been enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the related deferred income tax liability is settled. Deferred tax is charged or credited in the income statement, unless it relates to items credited or charged directly to equity, in which case the deferred tax is also recorded in equity.
Group entities operate various pension and retirement schemes in accordance with the local conditions and practices in the countries they operate. These schemes include both funded and unfunded schemes. The funded schemes are funded through payments to insurance companies or trustee-administered funds, as determined by periodic actuarial calculations.
A defined benefit plan is a pension or voluntary redundancy plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
The liability regarding defined benefit pension or voluntary redundancy plans, including certain unfunded termination indemnity benefits plans, is measured as the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets (when the program is funded), together with adjustments for actuarial gains/losses and past service cost. The defined benefit obligation is calculated at periodic intervals not exceeding two years, by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by the estimated future cash outflows using interest rates applicable to high quality corporate bonds or government securities with terms to maturity approximating the terms of the related pension liability.
Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans are charged or credited to equity during the assessment period by external actuaries.
Past service cost is recognised as expense on a constant basis during the average period until the contributions are vested. To the extent that these contributions have been vested directly after the amendments or the establishment of a defined benefit plan, the company directly records the past service cost.
As for defined contribution plans, the Group entity pays contributions into a separate fund to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the Group entity has no further payment obligations. The regular contributions are recorded as net periodic expenses for the year in which they are due, and as such are included in staff costs.
Termination benefits are payable whenever an employee's employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits.
The Group recognises termination benefits when it is demonstrably committed either to terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.
The Company and the Group recognizes a liability for bonuses that are expected to be settled within 12 months and based on amounts expected to be paid upon the settlement of the liability.
The Company operates a phantom share option scheme for its senior executives in the form of Stock Appreciation Rights depending on their performance, employment period in the company, and their positions' responsibilities. The terms of the SARs are based upon the basic terms and conditions of stock option plans except that instead of shares the holders receive a payment equal to the difference between the market price of the company's shares at the date of exercise and the exercise price. The options are subject to a two-year service vesting condition after granting and may be exercised during a period of three years from the date of award. At each balance sheet date, the fair value of the rights rendered is measured and is recognized as a liability in the balance sheet and as an expense in the income statement. Any subsequent changes in the fair value of the liability are recorded in the income statement for the period until the liability is settled.
Provisions are recognised when a) a Group entity has a present legal or constructive obligation as a result of past events, b) it is probable that an outflow of resources will be required to settle the obligation, c) and of the amount can be reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments and are recognised in the period during which the Group entity is legally or constructively bound to pay the respective amounts. Provisions are not recognised for future operating losses related to the Group's ongoing activities.
When there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
In the case that a Group entity expects a provision to be reimbursed from a third party, for example under an insurance contract, the reimbursement is recognised as a separate asset provided that the reimbursement is virtually certain.
The Group entity recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of settling the obligations under the contract.
Provisions are measured at the present value of the expenditures that, according to the management's best estimations, are expected in order to settle the current obligation at the balance sheet date (note 4.1). The discounting rate used for the calculation of the present value reflects current market assessments of the time value of money and the risks specific to the obligation.
Revenue comprises the fair value for the sale of goods and services net of value-added tax, rebates and discounts, and after eliminating sales within the Group in the consolidated financial statements. Revenue is recognised as follows:
Revenue from the sale of goods is recognised when the significant risks and rewards of owning the goods are transferred to the buyer, (usually upon delivery and customer acceptance) and the collectibility of the related receivable is reasonably assured.
Sales of services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.
Dividend income is recognised when the right to receive payment is established.
Dividends are recorded in the financial statements, as a liability, in the period in which they are approved by the Annual Shareholder Meeting.
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group entity will comply with anticipated conditions.
Government grants relating to costs are deferred and recognized in the income statement over the period corresponding to the costs they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in long-term liabilities as deferred income and are credited to the income statement on a straight-line basis over the expected lives of the related assets.
Assets classified as Assets Held for Sale (VPI SA) are stated at the lower of carrying amount and fair value less costs to sell, if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.
The Group adopted IFRS 5 from January 1, 2005 prospectively in accordance with the standard's provisions. The assets held for sale were previously neither classified nor presented as current assets or liabilities. Such assets were not previously measured differently from other assets and liabilities.
Certain new accounting standards and IFRIC interpretations have been published that are mandatory for accounting periods beginning as of or after January 1, 2006. The Group and the Company have applied the choice granted by IAS 19 (Amendment) Employee Benefits, concerning the recognition of actuarial differences directly within equity, in these financial statements. Group management's assessment of the impact of these new standards and interpretations on the Group's financial statements is presented below:
IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions (effective from January 1, 2006).
The amendment allows the foreign currency risk of a highly probable forecasted intragroup transaction to qualify as a hedged item in the consolidated financial statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction; and (b) the foreign currency risk will affect consolidated profit or loss. This amendment is not relevant to the Group's operations, as the Group does not have any intragroup transactions that would qualify as a hedged item in the consolidated financial statements as of 31 December 2005 and 2004.
IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006).
This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. The Group believes that this amendment should not have a significant impact on the classification of financial instruments, as the Group should be able to comply with the amended criteria for the designation of financial instruments at fair value through profit and loss. Group management has assessed the impact of this amendment and concluded that it does not apply to the Group.
IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006).
This amendment requires issued financial guarantees, other than those previously asserted by the entity to be insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher of (a) the unamortized balance of the related fees received and deferred, and (b) the expenditure required to settle the commitment at the balance sheet date. Management considered this amendment to IAS 39 and concluded that it is not relevant to the Group.
IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards and IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006)
These amendments are not relevant to the Group's operations, as the Group does not carry out exploration for and evaluation of mineral resources.
IFRS 6, Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006). It is not relevant to the Group's operations.
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007)
IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.
IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006)
IFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Management is currently assessing the impact of IFRIC 4 on the Group's operations.
IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006)
IFRIC 5 is not relevant to the Group's operations.
The Group's activities expose it to a variety of financial risks: market risk (price risk and currency risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
The Group Treasury does not perform speculative transactions or transactions that are not related to the Group's operations.
The Company's and the Group's financial instruments consist mainly of deposits with banks, bank overdrafts, trade accounts receivable and payable, loans to and from subsidiaries, associates, joint ventures, equity investments, dividends payable and leases obligations
The Group's overall risk management program focuses on the natural hedging in order to minimize the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
The Group/Company does not use derivative financial instruments to hedge for risk exposures. The Group/Company does not participate in any financial instruments that could expose it foreign exchange and interest rates fluctuations.
The Group/Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Nigerian Naira, South African Rand, Indian Rupee, Norwegian Crone, Swedish Crone and the Russian rouble.
Entities in the Group use natural heading, transacted with the Group Treasury, to hedge their exposure to foreign currency risk in connection with the presentation currency.
The Group has certain investments in subsidiaries that operate in foreign countries, whose net positions are exposed to foreign exchange risk during the consolidation of their financial statements to the Group's financial statements. The Group is not substantially exposed to this type of risk since most of its subsidiaries use Euro as their functional currency with the exception of the subsidiaries in Nigeria and Poland.
The Group is exposed to price variations due to fluctuations in PET prices as they change internationally. This risk is to a large extend limited because raw materials price fluctuations are absorbed by the customers through the selling price in the medium term. It is noted that the Group intends to sell off its participation in PET sector (VPI SA).
The Group is not exposed to risks from changes in the prices of equity securities since it does not own securities that can be characterised either as available for sale assets or financial assets recorded at fair value in the financial statements.
The Group/Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history.
Trade accounts receivable consist mainly of a large, widespread customer base. All Group companies monitor the financial position of their debtors on an ongoing basis.
Where necessary, credit guarantee insurance cover is purchased. The granting of credit is controlled by credit limits and application of certain terms. Appropriate provision for impairment losses is made for specific credit risks. At the year-end management considered that there was no material credit risk exposure that had not already been covered by credit guarantee insurance or a doubtful debt provision. The Group and the Company do not use derivative financial products.
The Group and the Company have a significant concentration of credit risk exposures regarding cash and cash equivalent balance and revenues from the sale of products and merchandise. However, losses are not expected since sales are transacted with customers with good credit history and cash transactions are limited only to financial institutions with high quality credit credentials.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities and the ability to close out adverse market positions.
Due to the dynamic nature of the underlying businesses, Group treasury aims at maintaining flexibility in funding by maintaining committed (exclusive) credit lines.
The Group manages liquidity risk by proper management of working capital and cash flows. It monitors forecasted cash flows and ensures that adequate banking facilities and reserve borrowing facilities are maintained. The Group has sufficient undrawn call/demand borrowing facilities that could be utilised to fund any potential shortfall in cash resources.
The Group's/Company's income and operating cash flows are substantially independent of changes in market interest rates since the Group does not hold any interest bearing assets other than short-term time deposits. Exposure to interest rate risk on liabilities is limited to cash flow risk from changes in floating rates.
The Group continuously reviews interest rate trends and the tenure of financing needs. Consequently, all short, medium and long term borrowings are entered into at floating rates with re-evaluation dates in less than 6 months.
The nominal value less impairment provision of trade receivables is assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances.
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year concern income tax.
Significant judgement is required by the Group Management in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. If the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax.
There are no areas that Management required to make critical judgements in applying accounting policies.
The Company's and Group's financial statements for the year ended December 31, 2005 are the first annual financial statements in accordance with IFRS. These financial statements have been prepared according to IFRS and the accounting principles mentioned in note 2. The Company and the Group have applied IFRS 1 for the preparation of the statements.
The Company's and Group's transition date to IFRS is January 1, 2004. Management prepared its opening IFRS balance sheet for the Company and the Group at that date. The presentation date of these financial statements is 31 December 2005. The IFRS implementation date for the Group and the Company is January 1, 2005
In preparing these financial statements in accordance with IFRS 1, The Group and the Company have applied the mandatory exceptions and certain of the optional exemptions from full retrospective application of IFRS as explained below:
Business combinations that took place prior to the transition date have not been restated; goodwill arising from business combinations, previously charged or credited directly against / to equity under Greek GAAP, has also not been restated.
(b) Fair value as deemed cost
Certain properties have been measured at their fair values as at the transition date.
(c) Employee benefits
All cumulative actuarial gains and losses at the transition date relating to employee defined benefit plans have been fully recognised.
(d) Cumulative translation differences exemption
The Group did not elect to reset cumulative translation differences previously recognised under Greek GAAP to zero although permitted by IFRS 1.
(e) Compound financial instruments exemption
This exemption has not been elected since the Company has not previously issued any compound financial instruments.
(f) Assets and liabilities of subsidiaries
This exemption is not applicable since the use of the exemption is made for a subsidiary entity that adopts IFRS at a date subsequent to the parent entity.
(g) Restatement of comparatives for IAS 32 and IAS 39
Management has elected to apply this exemption. Accordingly, it applies previous Greek GAAP rules to financial assets and liabilities for the 2004 comparative information.
(h) Designation of financial assets and financial liabilities
The Company and Group did not make use of this exemption to reclassify various securities as available for sale investments and as financial assets at fair value through profit and loss since it did not hold any such securities.
(i) Share-based payment transactions
The Company has elected to apply the share-based payment exemption. Accordingly, it applies IFRS 2 from the transition date and to all cash settled share-based payment transactions granted prior to 7 November 2002. (i) Insurance contracts
Not applicable since no insurance contracts exist.
(k) Decommissioning liabilities included in property, plant and equipment
The Company and Group have not applied the exemption to recognize a provision in respect of environmental liabilities relating to contamination caused to land from the installation of assets and from its production processes because it does not apply.
(l) Fair value measurement of financial assets or liabilities upon initial recognition
The Company has not applied the exemption offered by the revision of IAS 39 on the initial recognition of financial instruments measured at fair value through profit and loss because there is no active market since the Group and the Company do not hold such assets.
(a) De-recognition of financial assets and liabilities
Financial assets and liabilities derecognised prior to 1 January 2004 are not rerecognised under IFRS. This exception does not apply to these special purpose financial statement since there were no financial assets and liabilities previously derecognised under Hellenic GAAP that would not satisfy the de-recognition criteria under IAS 39.
(b) Hedge accounting
Hedge accounting is to be applied from 1 January 2005 only if the hedging relationship meets all hedge accounting conditions required by IAS 39. No adjustment was necessary to these financial statements since no derivative financial instruments existed for the Group and the Company.
(c) Estimates
Estimates under IFRS as each balance sheet date should be consistent with prior estimates made under previous Hellenic GAAP, unless there is evidence that were errors in those estimates.
(d) Assets held for sale and discontinued operations
IFRS 5 is to be applied from 1 January 2005. Therefore, any assets held for sale or discontinued operations must be recognised in accordance with IFRS 5 only from 1st January 2005.
Apart from its investment in the PET division (VPI SA), the sale of which was decided by the management in December 2005, the Group did not have any other assets or divisions held for sale that should have been recorded according to IFRS 5 for the years presented in the Financial Statements.
Reconciliations and descriptions of the effect of the transition from Hellenic GAAP to IFRS on the Company's and Group's equity, its net income and balance sheet are set out on pages 48-49.
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments
The discontinuing operations comprise to the Pet Operation of VPI SA
1. Europe
2. Africa
3. Asia & Oceania
The consolidated balance sheet and profit & loss accounts per business and geographical segments are described below:
| Period end: | 31/12/2005 | Crowns | ||||
|---|---|---|---|---|---|---|
| Continuing | Cool | Glass | Pet | Plastics | Discontinuing | |
| Operation | Operation | Operation | Operation | Vehicles | Operation | |
| Sales | 306.829 | 247.443 | 29.244 | 7.796 | 22.346 | 82.953 |
| Operating Profit | 41.224 | 36.552 | 1.706 | 2.214 | 752 | 2.821 |
| Finance costs | -3.519 | -681 | ||||
| Income tax expense | -11.946 | -691 | ||||
| Profit for the year | 25.759 | |||||
| Depreciation | 18.283 | 10.007 | 6.097 | 667 | 1.512 | 4.002 |
| Period end: | 31/12/2004 | Crowns | ||||
| Continuing | Cool | Glass | Pet | Plastics | Discontinuing | |
| Operation | Operation | Operation | Operation | Vehicles | Operation | |
| Sales | 264.202 | 198.558 | 36.027 | 6.372 | 23.245 | 76.095 |
| Operating Profit | 32.038 | 27.279 | 3.074 | 2.351 | -666 | 5.828 |
| Finance costs | -6.275 | -790 | ||||
| Income tax expense | -11.689 | -1.682 | ||||
| Profit for the year | 14.074 | |||||
| Depreciation | 17.641 | 9.569 | 5.778 | 540 | 1.754 | 4.168 |
| Period end: | 31/12/2005 | Crowns | ||||
|---|---|---|---|---|---|---|
| Cool | Glass | Pet | Plastics | Discontinuing | ||
| Total | Operation | Operation | Operation | Vehicles | Operation | |
| Total Assets | 361.912 | 204.651 | 55.851 | 6.898 | 27.960 | 66.552 |
| Total Liabilities | 207.338 | 129.951 | 14.462 | 333 | 25.702 | 36.890 |
| Capital Expenditure | 17.098 | 8.211 | 5.860 | 793 | 1.458 | 776 |
| Period end: | 31/12/2004 | Crowns | ||||
| Cool | Glass | Pet | Plastics | Discontinuing | ||
| Total | Operation | Operation | Operation | Vehicles | Operation | |
| Total Assets | 325.065 | 180.703 | 47.756 | 5.047 | 22.210 | 69.349 |
| Total Liabilities | 197.087 | 118.876 | 13.767 | 114 | 25.177 | 39.153 |
| Capital Expenditure | 31.530 | 17.062 | 8.822 | 2.185 | 1.561 | 1.900 |
| Period end: | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
|---|---|---|---|---|---|
| Continuing | Discontinuing | ||||
| Sales | Operation | Operation | |||
| Europe | 208.266 | 176.493 | 82.953 | 76.095 | |
| Africa | 76.025 | 74.331 | |||
| Asia & Oceania | 22.538 | 13.378 | |||
| Total | 306.829 | 264.202 | 82.953 | 76.095 | |
| Period end: | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Total Assets | Continuing | Discontinuing | |||
| Operation | Operation | ||||
| Europe | 172.306 | 156.567 | 66.552 | 69.349 | |
| Africa | 100.152 | 82.970 | |||
| Asia & Oceania | 22.902 | 16.179 | |||
| Total | 295.360 | 255.716 | 66.552 | 69.349 | |
| Capital Expenditure | |||||
| Europe | 7.136 | 16.649 | 776 | 1.900 | |
| Africa | 7.831 | 12.465 | |||
| Asia & Oceania | 1.355 | 516 | |||
| Total | 16.322 | 29.630 | 776 | 1.900 |
| 2005 2004 2005 Cool Operation Europe 214.190 176.644 56.247 Africa 23.221 15.228 3.532 Asia 8.278 5.133 998 Other Countries 3.876 2.650 777 Total 249.565 199.655 61.554 Glass Operation Africa 29.244 36.027 Total 29.244 36.027 Pet Operation Africa 7.795 6.372 Total 7.795 6.372 Crown, Plastics & Vehicle operations Europe 3.432 4.914 Africa 18.812 18.331 Asia 103 0 Total 22.347 23.245 Intergroup Sales -2.122 -1.097 Total Sales 306.829 264.202 61.554 Continuing Operations 2005 2004 2005 2004 Total Sales Europe 217.622 181.558 56.247 46.269 Africa 79.072 75.958 3.532 1.403 Asia 8.304 5.133 998 1.766 Other Countries 3.953 2.650 777 Total Sales 308.951 265.299 61.554 |
Continuing Operations | Group | Parent Company | ||
|---|---|---|---|---|---|
| 2004 | |||||
| 46.269 | |||||
| 1.403 | |||||
| 1.766 | |||||
| 363 | |||||
| 49.801 | |||||
| 49.801 | |||||
| 363 | |||||
| 49.801 | |||||
| Intergroup sales | -2.122 | -1.097 | ||
|---|---|---|---|---|
| Total Group (Continuing Operations) |
306.829 | 264.202 | 61.554 | 49.801 |
| 2005 | 2004 |
|---|---|
| 61.554 | 49.80 |
|---|---|
| Pet Operation (Discontinuing Operations) |
2005 | 2004 |
|---|---|---|
| Europe | 78.563 | 74.986 |
| Africa | 1.150 | 327 |
| Asia | 1.742 | 37 |
| Other Countries | 1.498 | 745 |
| Total Pet Operation | 82.953 | 76.095 |
| Note 7- | Group | Property, plant and equipment |
|---|---|---|
in € 000's
| For the Year ended | Building & | Machinery | Furniture | Advances & | |||
|---|---|---|---|---|---|---|---|
| December 2005 | Land | Technical | Technical | Motor | and | Construction | |
| Works | Installation | Vehicles | Fixture | in Progress | Total | ||
| Historic Cost | |||||||
| Open Balance on 01/01/2005 | 7.465 | 55.420 | 151.866 | 3.226 | 8.041 | 7.909 | 233.927 |
| Plus: | |||||||
| Additions | 734 | 6.901 | 447 | 1.096 | 6.052 | 15.230 | |
| Disposals | -12 | -1.240 | -165 | -116 | -750 | -2.283 | |
| Transfers from work in progress | 3.271 | 3.988 | 11 | 31 | -7.301 | ||
| Transfer to / from & reclassification | 63 | 699 | 18 | 184 | -1.065 | -101 | |
| Exchange Differences | 555 | 212 | 9.461 | 278 | 480 | 280 | 11.266 |
| Impairment Charge | -230 | -230 | |||||
| Assets held for sale | -1.504 | -8.783 | -49.868 | -80 | -987 | -75 | -61.297 |
| Closing Balance on 31/12/2005 | 6.516 | 50.905 | 121.577 | 3.735 | 8.729 | 5.050 | 196.512 |
| Depreciation | |||||||
| Open Balance on 01/01/2005 | 30 | 10.123 | 64.191 | 1.912 | 5.718 | 81.974 | |
| Plus: | |||||||
| Additions | 2.350 | 16.231 | 501 | 1.105 | 20.187 | ||
| Disposals | -47 | -1.231 | -127 | -111 | -1.516 | ||
| Transfers from work in progress | -119 | 7 | 112 | ||||
| Exchange Differences | -18 | -1.499 | 4.545 | 163 | 390 | 3.581 | |
| Assets held for sale | -2.162 | -21.503 | -47 | -699 | -24.411 | ||
| Total Charge of the year | -18 | -1.358 | -2.077 | 497 | 797 | -2.159 | |
| Closing Balance on 31/12/2005 | 12 | 8.765 | 62.114 | 2.409 | 6.515 | 79.815 | |
| Net Book Value on 31/12/2005 | 6.504 | 42.140 | 59.463 | 1.326 | 2.214 | 5.050 | 116.697 |
| For the Year ended | Building & | Machinery | Furniture | Advances & | |||
|---|---|---|---|---|---|---|---|
| December 2004 | Land | Technical | Technical | Motor | and | Construction | |
| Works | Installation | Vehicles | Fixture | in Progress | Total | ||
| Historic Cost | |||||||
| Open Balance on 01/01/2004 | 8.280 | 57.956 | 141.198 | 3.148 | 10.159 | 10.164 | 230.905 |
| Plus: | |||||||
| Additions | 1.983 | 14.118 | 582 | 754 | 10.908 | 28.345 | |
| Disposals | -117 | -2.957 | -4.207 | -276 | -630 | -552 | -8.739 |
| Transfers from work in progress | 1.103 | 9.739 | 21 | 104 | -11.705 | -738 | |
| Transfer to / from & reclassification | -95 | 48 | 715 | 52 | -326 | -774 | -380 |
| Exchange Differences | -460 | -52 | -1.712 | -59 | -33 | 28 | -2.288 |
| Reorganisation of subsidiaries | -143 | -2.661 | -7.985 | -242 | -1.987 | -160 | -13.178 |
| Closing on 31/12/2004 | 7.465 | 55.420 | 151.866 | 3.226 | 8.041 | 7.909 | 233.927 |
| Depreciation | |||||||
| Open Balance on 01/01/2004 | 29 | 12.004 | 58.774 | 1.896 | 7.381 | 80.084 | |
| Plus: | |||||||
| Additions | 2.026 | 15.100 | 463 | 1.028 | 18.617 | ||
| Disposals | -2.957 | -4.152 | -261 | -519 | -7.889 | ||
| Transfer to / from & reclassification | 230 | 33 | -273 | -10 | |||
| Exchange Differences | 1 | -76 | -670 | -35 | -20 | -800 | |
| Reorganisation of subsidiaries | -874 | -5.091 | -184 | -1.879 | -8.028 | ||
| Total Charge of the year | 1 | -1.881 | 5.417 | 16 | -1.663 | 1.890 | |
| Closing on 31/12/2004 | 30 | 10.123 | 64.191 | 1.912 | 5.718 | 81.974 | |
| Net Book Value on 31/12/2004 | 7.435 | 45.297 | 87.675 | 1.314 | 2.323 | 7.909 | 151.953 |
The total value of pledged group assets as at 31/12/2005 was € 7.000 ths.
(31/12/2004: € 10.700 ths. ) .
| Note 8- | Group | Intangible assets |
|---|---|---|
| in € 000's |
| For the Year ended | Paterns & | |||
|---|---|---|---|---|
| December 2005 | Development | Trade | Other Intangible | |
| Cost | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2005 | 9.066 | 806 | 5.417 | 15.289 |
| Plus: | ||||
| Additions | 1.152 | 34 | 682 | 1.868 |
| Exchange Differences | 103 | 51 | -23 | 131 |
| Transfer to /from and reclassification | 89 | 2 | 7 | 98 |
| Impairment Charge | -133 | -133 | ||
| Assets held for sale | -26 | -751 | -777 | |
| Closing Balance on 31/12/2005 | 10.410 | 867 | 5.199 | 16.476 |
| Depreciation | ||||
| Open Balance on 01/01/2005 | 5.959 | 738 | 3.872 | 10.569 |
| Plus: | ||||
| Additions | 1.249 | 46 | 647 | 1.942 |
| Exchange Differences | 100 | 52 | -81 | 71 |
| Impairment Charge | 36 | 36 | ||
| Assets held for sale | -24 | -569 | -593 | |
| Total Charge of the year | 1.349 | 74 | 33 | 1.456 |
| Closing Balance on 31/12/2005 | 7.308 | 812 | 3.905 | 12.025 |
| Net Book Value on 31/12/2005 | 3.102 | 55 | 1.294 | 4.451 |
| For the Year ended | Paterns & | |||
| December 2004 | Development | Trade | Other Intangible | |
| Cost | Marks | Assets | Total | |
| Cost | Marks | Assets | Total | |
|---|---|---|---|---|
| Historic Cost | ||||
| Open Balance on 01/01/2004 | 7.316 | 925 | 4.284 | 12.525 |
| Plus: | ||||
| Additions | 2.513 | 11 | 661 | 3.185 |
| Disposals | -765 | -765 | ||
| Transfers from work in progress | 2 | 4 | 525 | 531 |
| Transfer to / from & reclassification | 179 | 179 | ||
| Reorganisation of subsidiaries | -134 | -232 | -366 | |
| Closing on 31/12/2004 | 9.066 | 806 | 5.417 | 15.289 |
| Depreciation | ||||
| Open Balance on 01/01/2004 | 4.322 | 693 | 3.365 | 8.380 |
| Plus: | ||||
| Additions | 1.538 | 159 | 724 | 2.421 |
| Disposals | -458 | -458 | ||
| Transfers from work in progress | -6 | 6 | ||
| Impairment Charge | 557 | 557 | ||
| Reorganisation of subsidiaries | -108 | -223 | -331 | |
| Total Charge of the year | 1.637 | 45 | 507 | 2.189 |
| Closing on 31/12/2004 | 5.959 | 738 | 3.872 | 10.569 |
| Net Book Value on 31/12/2004 | 3.107 | 68 | 1.545 | 4.720 |
Note 7- Parent Company Property, plant and equipment
in € 000's
| For the Year ended | Building & | Machinery | Furniture | Advances & | |||
|---|---|---|---|---|---|---|---|
| December 2005 | Land | Technical | Technical | Motor | and | Construction | |
| Works | Installation | Vehicles | Fixture | in Progress | Total | ||
| Historic Cost | |||||||
| Open Balance on 01/01/2005 | 303 | 8.456 | 12.756 | 294 | 2.478 | 99 | 24.386 |
| Plus: | |||||||
| Additions | 223 | 826 | 50 | 557 | 349 | 2.005 | |
| Intergroup: Purchases/ |
-56 | -45 | -101 | ||||
| Disposals | -25 | -6 | -31 | ||||
| Transfers from work in progress | 69 | 20 | -100 | -11 | |||
| Transfer to / from & reclassification | -52 | 52 | |||||
| Closing Balance on 31/12/2005 | 303 | 8.654 | 13.543 | 390 | 3.010 | 348 | 26.248 |
| Depreciation | |||||||
| Open Balance on 01/01/2005 | 347 | 7.120 | 250 | 1.971 | 9.688 | ||
| Plus: | |||||||
| Additions | 387 | 1.393 | 36 | 319 | 2.135 | ||
| Disposals | -10 | -1 | -11 | ||||
| Intergroup: Purchases/ |
-3 | -44 | -47 | ||||
| Transfer to / from & reclassification | 10 | 1 | -11 | ||||
| Total Charge of the year | 377 | 1.400 | 36 | 264 | 2.077 | ||
| Closing Balance on 31/12/2005 | 724 | 8.520 | 286 | 2.235 | 11.765 | ||
| Net Book Value on 31/12/2005 | 303 | 7.930 | 5.023 | 104 | 775 | 348 | 14.483 |
| For the Year ended | Building & | Machinery | Furniture | Advances & | |||
|---|---|---|---|---|---|---|---|
| December 2004 | Land | Technical | Technical | Motor | and | Construction | |
| Works | Installation | Vehicles | Fixture | in Progress | Total | ||
| Historic Cost | |||||||
| Open Balance on 01/01/2004 | 303 | 8.168 | 12.348 | 277 | 2.262 | 166 | 23.524 |
| Plus: | |||||||
| Additions | 276 | 729 | 17 | 219 | 1.633 | 2.874 | |
| Disposals | -1.593 | -56 | -1.649 | ||||
| Transfers from work in progress | 12 | 1.272 | 53 | -1.700 | -363 | ||
| Closing on 31/12/2004 | 303 | 8.456 | 12.756 | 294 | 2.478 | 99 | 24.386 |
| Depreciation | |||||||
| Open Balance on 01/01/2004 | 20 | 6.783 | 212 | 1.761 | 8.776 | ||
| Plus: | |||||||
| Additions | 327 | 1.290 | 35 | 266 | 1.918 | ||
| Disposals | -953 | 3 | -56 | -1.006 | |||
| Total Charge of the year | 327 | 337 | 38 | 210 | 912 | ||
| Closing on 31/12/2004 | 347 | 7.120 | 250 | 1.971 | 9.688 | ||
| Net Book Value on 31/12/2004 | 303 | 8.109 | 5.636 | 44 | 507 | 99 | 14.698 |
There are no pledged assets for the parent company
Note 8- Parent Company Intangible assets
| For the Year ended | Paterns & | |||
|---|---|---|---|---|
| December 2005 | Development | Trade | Other Intangible | |
| Cost | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2005 | 6.192 | 35 | 3.381 | 9.608 |
| Plus: | ||||
| Additions | 941 | 633 | 1.574 | |
| Transfers from work in progress | 7 | 7 | ||
| Transfer to / from & reclassification | 2 | 1 | 3 | |
| Closing Balance on 31/12/2005 | 7.135 | 35 | 4.022 | 11.192 |
| Depreciation | ||||
| Open Balance on 01/01/2005 | 3.682 | 35 | 2.730 | 6.447 |
| Plus: | ||||
| Additions | 984 | 351 | 1.335 | |
| Transfer to / from & reclassification | 2 | 1 | 3 | |
| Total Charge of the year | 986 | 352 | 1.338 | |
| Closing Balance on 31/12/2005 | 4.668 | 35 | 3.082 | 7.785 |
| Net Book Value on 31/12/2005 | 2.467 | 940 | 3.407 | |
| For the Year ended | Paterns & | |||
| December 2004 | Development | Trade | Other Intangible | |
| Cost | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2004 | 4.553 | 35 | 2.933 | 7.521 |
| Plus: | ||||
| Additions | 1.896 | 448 | 2.344 | |
| Disposals | -257 | -257 | ||
| Closing on 31/12/2004 | 6.192 | 35 | 3.381 | 9.608 |
| Depreciation | ||||
| Open Balance on 01/01/2004 | 2.680 | 35 | 2.215 | 4.930 |
| Plus: | ||||
| Additions | 1.055 | 515 | 1.570 | |
| Disposals | -53 | -53 | ||
| Total Charge of the year | 1.002 | 515 | 1.517 | |
| 2.730 | 6.447 | |||
| Closing on 31/12/2004 | 3.682 | 35 |
Note 9 - Deferred Income Tax
Group
in € 000's
| Deferred Tax Asset | Provisions & Liabilities |
Tax losses carry forward |
Impairment of Assets |
Pensions & Employee Benefit Plan |
Other | Total |
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2005 | 754 | 67 | 884 | 462 | 2.167 | |
| Charged / |
1.503 | 30 | 5 | 339 | 83 | 1.960 |
| Charged to equity | 391 | 391 | ||||
| Assets held for sale | -60 | -100 | -250 | -410 | ||
| Exchange Differences | -27 | -27 | ||||
| Closing Balance on 31/12/2005 | 2.230 | 37 | 5 | 1.514 | 295 | 4.081 |
| Deferred Tax Liabilities | Accelerated tax depreciation |
Fair value Gains | Asset Revaluation | Income tax at preferential rates |
Other | Total |
| Open Balance on 01/01/2005 | 8.268 | 2.436 | 1.879 | 12.583 | ||
| Charged / |
175 | -231 | 454 | 398 | ||
| Assets held for sale | -602 | -471 | -405 | -1.478 | ||
| Exchange Differences | 1.010 | 1.010 | ||||
| Closing Balance on 31/12/2005 | 8.851 | 1.734 | 1.928 | 12.513 | ||
| Net Deferred Income Tax Asset (liability) |
-6.621 | 37 | -1.729 | 1.514 | -1.633 | -8.432 |
| Closing Balance at: | 31/12/2005 | 31/12/2004 |
|---|---|---|
| Deferred tax assets | 1.241 | 814 |
| Deferred tax liabilities | 9.673 | 11.230 |
| Net Deferred Income Tax Asset (liability) | -8.432 | -10.416 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against tax liabilities and when the deferred income taxes relate to the same fiscal authority. This offset took place for the Parent Company, and for the subsidiaries of the Group (VPI SA & Scandinavian Appliances).
| Deferred Tax Asset | Provisions & Liabilities |
Tax losses carry forward |
Impairment of Assets |
Pensions & Employee Benefit Plan |
Other | Total |
|---|---|---|---|---|---|---|
| Open balance on 01/01/2004 | 930 | 1.271 | 150 | 104 | 2.455 | |
| Charged / |
-176 | -1.027 | 734 | 358 | -111 | |
| Charged to equity | -68 | -68 | ||||
| Exchange Differences | -109 | -109 | ||||
| Closing Balance on 31/12/2004 | 754 | 67 | 884 | 462 | 2.167 | |
| Deferred Tax Liabilities | Accelerated tax depreciation |
Fair value Gains | Asset Revaluation | Income tax at preferential rates |
Other | Total |
| Open balance on 01/01/2004 | 7.835 | 3.381 | 1.240 | 12.456 | ||
| Charged / |
659 | -439 | 626 | 846 | ||
| Charged to equity | 3 | 13 | 16 | |||
| Disposal of subsidiary | -509 | -509 | ||||
| Exchange Differences | -226 | -226 | ||||
| Closing Balance on 31/12/2004 | 8.268 | 2.436 | 1.879 | 12.583 | ||
| Net Deferred Income Tax Asset (liability) |
-7.514 | 67 | -2.436 | 884 | -1.417 | -10.416 |
| Closing Balance at: | 31/12/2004 | 31/12/2003 |
|---|---|---|
| Deferred tax assets | 814 | 3.240 |
| Deferred tax liabilities | 11.230 | 13.241 |
| Net Deferred Income Tax Asset (liability) | -10.416 | -10.001 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against tax liabilities and when the deferred income taxes relate to the same fiscal authority. This offset took place for the Parent Company, and for the subsidiaries of the Group (VPI SA & Scandinavian Appliances).
in € 000's
Parent Company
| Deferred Tax Asset | Provisions & | Tax losses carry | Impairment of | Pensions & Employee | Total | |
|---|---|---|---|---|---|---|
| Liabilities | forward | Assets | Benefit Plan | Other | ||
| Open Balance on 01/01/2005 | 734 | 401 | 1.135 | |||
| Charged to equity | 391 | 391 | ||||
| Charged / |
1.132 | 330 | -172 | 1.290 | ||
| Closing Balance on 31/12/2005 | 1.132 | 1.455 | 229 | 2.816 | ||
| Accelerated tax | Income tax at | |||||
| Deferred Tax Liabilities | depreciation | Fair value Gains | Asset Revaluation | preferential rates | Other | Total |
| Open Balance on 01/01/2005 | 437 | 1.421 | 1.611 | 3.469 | ||
| Charged / |
-196 | 115 | -81 | |||
| Charged to equity | ||||||
| Closing Balance on 31/12/2005 | 241 | 1.421 | 1.726 | 3.388 | ||
| Net Deferred Income Tax Asset | ||||||
| (liability) | 891 | -1.421 | 1.455 | -1.497 | -572 | |
| Closing Balance at: | 31/12/2005 | 31/12/2004 | ||||
| Deferred tax assets | ||||||
| Deferred tax liabilities | 572 | 2.334 | ||||
| Net Deferred Income Tax Asset (liability) | ||||||
| -572 | -2.334 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against tax liabilities and when the deferred income taxes relate to the same fiscal authority. This offset took place for the Parent Company.
| Deferred Tax Asset | Provisions & Liabilities |
Tax losses carry forward |
Impairment of Assets |
Pensions & Employee Benefit Plan |
Other | Total |
|---|---|---|---|---|---|---|
| Open balance on 01/01/2004 | ||||||
| Charged / |
734 | 401 | 1.135 | |||
| Closing Balance on 31/12/2004 | 734 | 401 | 1.135 | |||
| Deferred Tax Liabilities | Accelerated tax depreciation |
Fair value Gains | Asset Revaluation | Income tax at preferential rates |
Other | Total |
| Open balance on 01/01/2004 | 1.421 | 872 | 2.293 | |||
| Charged / |
437 | 739 | 1.176 | |||
| Closing Balance on 31/12/2004 | 437 | 1.421 | 1.611 | 3.469 | ||
| Net Deferred Income Tax Asset | ||||||
| (liability) | -437 | -1.421 | 734 | -1.210 | -2.334 | |
| Closing Balance at: | 31/12/2004 | 31/12/2003 | ||||
| Deferred tax assets | ||||||
| Deferred tax liabilities | 2.334 | 2.293 | ||||
| Net Deferred Income Tax Asset (liability) | -2.334 | -2.293 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against tax liabilities and when the deferred income taxes relate to the same fiscal authority. This offset took place for the Parent Company.
| Group | Parent Company | |||
|---|---|---|---|---|
| Note 10 - | Inventories | |||
| Inventories | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
| Raw Materials | 48.079 | 44.974 | 3.371 | 4.471 |
| Work in progress | 3.462 | 2.323 | 1.043 | 521 |
| Finished goods | 36.793 | 33.260 | 5.250 | 6.309 |
| Less: Provisions | -7.117 | -5.567 | -393 | -674 |
| Total Inventories | 81.217 | 74.990 | 9.271 | 10.627 |
| Trade Debtors | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|---|
| Trade Debtors | 52.120 | 62.884 | 9.710 | 6.999 |
| Less: Provisions for impairment of receivables | -2.333 | -3.318 | -247 | -292 |
| Total Trade Debtors | 49.787 | 59.566 | 9.463 | 6.707 |
The fair value of trade debtors closely approximate their carrying value
The Group and the company have a significant concentration of credit risk with specific customers.
| Note 12 - | Other debtors | |||||
|---|---|---|---|---|---|---|
| Other Debtors | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | ||
| Tax advances | 7.290 | 5.322 | 4.596 | 2.894 | ||
| VAT Receivable | 13.554 | 8.380 | 7.832 | 4.908 | ||
| Advances & Prepayments | 2.964 | 2.290 | 30 | 39 | ||
| Other Debtors | 4.869 | 6.359 | 71 | 162 | ||
| Total Other Debtors | 28.677 | 22.351 | 12.529 | 8.003 |
The fair value of other debtors closely approximate their carrying value
| Note 13- | Cash at banks & in hand | ||||
|---|---|---|---|---|---|
| Cash & Cash equivalents | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Cash at bank and in hand | 464 | 619 | 5 | 6 | |
| Short term bank deposits | 11.642 | 9.801 | 388 | 578 |
Total Cash & Cash equivalents 12.106 10.420 393 584
The effective interest rate on short term bank deposits for 2006 was: 6.23% and for 2004 was 3.93%.
| Note 14 - | Other creditors | ||||
|---|---|---|---|---|---|
| Other Creditors | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Taxes and duties payable | 2.206 | 1.293 | 589 | 350 | |
| VAT Payable | 2.486 | 644 | |||
| Social security insurance | 993 | 1.049 | 645 | 516 | |
| Dividends payable | 95 | 87 | 95 | 87 | |
| Customers' advances | 2.958 | 338 | 19 | 16 | |
| Other Creditors | 18.195 | 12.318 | 4.028 | 1.808 | |
| Total Other Creditors | 26.933 | 15.729 | 5.376 | 2.777 |
The fair value of other creditors closely approximate their carrying value
| Note 15 - | Non Current & Current Borrowings | |||||
|---|---|---|---|---|---|---|
| in € 000's | Group | Parent Company | ||||
| Non Current Borrowings | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | ||
| Bank borrowings | 3.808 | 6.531 | ||||
| Debenture Loan | 14.496 | 29.000 | 17.000 | 29.000 | ||
| Current Borrowings | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|---|
| Bank overdrafts | 4.635 | 3.966 | ||
| Bank borrowings | 46.225 | 62.229 | 6.779 | 545 |
| Current portion of non current borrowings | 11.399 | 9.270 | 10.328 | 6.431 |
| Total Current Borrowings | 62.259 | 75.465 | 17.107 | 6.976 |
| Total Borrowings | 80.563 | 110.996 | 34.107 | 35.976 |
| Non Current Borrowings | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|---|
| Bank borrowings | 3.808 | 6.531 | ||
| Debenture Loan | 14.496 | 29.000 | 17.000 | 29.000 |
| Total Non Current Borrowings | 18.304 | 35.531 | 17.000 | 29.000 |
| 31/12/2005 | 31/12/2004 |
|---|---|
| 6.779 | 545 |
| 10.328 | 6.431 |
| 17.107 | 6.976 |
| 34.10 | 35.97 |
| The maturity of Non Current | ||||
|---|---|---|---|---|
| Borrowings | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
| Between 1 & 2 years | 372 | 8.839 | 6.000 | |
| Between 2 & 5 years | 17.932 | 22.692 | 17.000 | 19.000 |
| Over 5 years | 4.000 | 4.000 | ||
| Total Non Current Borrowings | 18.304 | 35.531 | 17.000 | 29.000 |
| Effective interest rates at the balance | ||||
|---|---|---|---|---|
| sheet date of: | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
| Non current borrowings | 3,84% | 3,60% | 3,30% | 3,31% |
| Bank overdrafts | 5,98% | 15,66% | ||
| Current borrowings | 3,53% | 3,03% | 3,30% | 3,30% |
| 31/12/2005 | 31/12/2004 |
|---|---|
| 6.000 | |
| 17.000 | 19.000 |
| 4.000 | |
| 17.000 | 29,000 |
| 31/12/2005 | 31/12/2004 |
|---|---|
| 3,30% | 3.31% |
| 3,30% | 3,30% |
| The Foreign Currency exposure of Bank borrowings is as follows: | |||||||
|---|---|---|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | ||||||
| Current Borrowings |
Non Current Borrowings |
Total | Current Borrowings |
Non Current Borrowings |
Total | ||
| Group | Group | ||||||
| -EURO | 48.082 | 17.000 | 65.082 | 61.030 | 34.031 | 95.061 | |
| -USD | 6.831 | 6.831 | 6.586 | 6.586 | |||
| -PLN | 3.085 | 3.085 | 2.644 | 2.644 | |||
| -NAIRA | 505 | 505 | 3.035 | 3.035 | |||
| -NOK | 2.815 | 2.815 | 1.826 | 1.826 | |||
| -INR | 941 | 1.304 | 2.245 | 344 | 1.500 | 1.844 | |
| Total | 62.259 | 18.304 | 80.563 | 75.465 | 35.531 | 110.996 | |
| Parent Company | Parent Company | ||||||
| -EURO | 17.107 | 17.000 | 34.107 | 6.976 | 29.000 | 35.976 | |
| Total | 17.107 | 17.000 | 34.107 | 6.976 | 29.000 | 35.976 |
The extent of Group and parent company, exposure to fluctuations of interest rate, is consider to be for periods less than six months when repricing occurs.
The fair value of current and non current borrowings closely approximates their carrying value, since the company borrows at floating interest rates, which are repriced in periods shorter than six months.
The total value of pledged group assets as at 31/12/2005 was € 7.000 ths. (31/12/2004: € 10.700 ths. ) .
There are no pledged assets for the parent company
On 03/02/2004 the Parent company issued a € 35.000.000 debenture loan, in order to refinance its bank borrowings. The debenture loan is payable in instalments which expiring on 20/02/2011
There are no encumbrances or pledged over the parent company's assets but the parent company is required to comply with covenants relating to the sufficiency of solvency, profitability and liquidity ratios as described below.
a) Total Bank Borrowing to EBITDA - Earnings before interest tax depreciation and amortization
b) Total Liabilities to Total Equity
c) EBITDA
Note 16 - Retirement Benefit Obligations
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |||
|---|---|---|---|---|---|---|
| Retirement Benefit | 13.123 | 11.346 | 5.821 | 4.083 | ||
| Pension Plan | 365 | -20 | ||||
| Total Retirement Benefit Obligations | 13.488 | 11.326 | 5.821 | 4.083 |
Group Parent Company
| 31/12/2005 | 31/12/2004 |
|---|---|
The movement of the retirement benefit obligation during the period is as follows:
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
|---|---|---|---|---|
| Opening Balance | 11.683 | 9.155 | 4.083 | 3.494 |
| Exchange difference | -357 | -167 | ||
| Opening Balance as restated | 11.326 | 8.988 | 4.083 | 3.494 |
| Additional provision for the period | 3.177 | 4.698 | 1.666 | 1.471 |
| Unused amounts reversed | -94 | -491 | -185 | -144 |
| Charged to income statement | 3.083 | 4.207 | 1.481 | 1.327 |
| Utilized during the year | -2.492 | -1.637 | -1.308 | -738 |
| Liabilities associated with assets classified as held for sale | -398 | |||
| Recognized actuarial |
1.565 | 1.565 | ||
| Exchange Difference | 404 | -232 | ||
| Closing Balance | 13.488 | 11.326 | 5.821 | 4.083 |
| Α. Retirement Benefit | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|---|
| The amounts recognized in the balance sheet are as follows: | ||||
| Present Value of obligations | 13.559 | 11.361 | 5.880 | 4.083 |
| Fair value of plan assets | -14 | -20 | ||
| 13.545 | 11.341 | 5.880 | 4.083 | |
| Immediate recognition of (Asset)/ Obligation as Transition | 5 | |||
| Recognized actuarial losses / (gain) | 5 | |||
| Unrecognized past service cost | -59 | -59 | ||
| Liabilities associated with assets classified as held for sale | -368 | |||
| Net Liability in the balance sheet | 13.123 | 11.346 | 5.821 | 4.083 |
| The amounts recognized in the income statement are determined as follows: |
||||
| Current service cost | 962 | 1.426 | 487 | 352 |
| Interest Cost | 961 | 2.198 | 205 | 175 |
| Expected return on plan assets | -54 | |||
| Recognized past service cost | 12 | |||
| Regular P & L charge | 1.869 | 3.636 | 692 | 527 |
| Additional Cost of Extra Benefits | 974 | 721 | 974 | 719 |
| Other Expenses (income) | -145 | 243 | 225 | |
| Total P & L charge | 2.698 | 4.600 | 1.666 | 1.471 |
| Movement in the Net Liability recognized in the Balance Sheet | ||||
| Net Liability in BS at the beginning of the period | 11.618 | 9.155 | 4.083 | 3.494 |
| Exchange differences | -357 | -167 | ||
| 11.261 | 8.988 | 4.083 | 3.494 | |
| Actual Contributions paid | -1.556 | -1.287 | -1.493 | |
| Benefits paid directly | -1.411 | -723 | -882 | |
| Total expenses recognized in the income statement | 2.698 | 4.600 | 1.666 | 1.471 |
| Recognized actuarial |
1.565 | 1.565 | ||
| Exchange difference | 934 | -232 | ||
| Net Liability in BS at the closing of the period | 13.491 | 11.346 | 5.821 | 4.083 |
| Liabilities associated with assets classified as held for sale | -368 | |||
| Net Liability in BS at the closing of the period | 13.123 | 11.346 | 5.821 | 4.083 |
| Assumptions | ||||
| Discount Rate | 11,49% | 11,88% | 5,00% | 5,00% |
| Rate of compensation increase | 10,49% | 9,98% | 5,00% | 4,50% |
| Average future working life | 15,30 | 15,78 | 19,05 | 19,05 |
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|
| 13.545 | 11.341 | 5.880 | 4.083 |
|---|---|---|---|
| 11.261 | 8.988 | 4.083 | 3.494 |
| Note 16 - Retirement Benefit Obligations | Group | Parent Company | |||
|---|---|---|---|---|---|
| in € 000's | |||||
| B- Pension Plan | 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| The amounts recognized in the balance sheet are as follows: | |||||
| Present Value of obligations | 710 | 326 | |||
| Fair value of plan assets | -405 | -302 | |||
| 305 | 24 | ||||
| Recognized actuarial |
48 | -44 | |||
| Unrecognized past service cost | 12 | ||||
| Net Liability / (Asset) in the balance sheet | 365 | -20 | |||
| The amounts recognized in the income statement are determined as | |||||
| follows: | |||||
| Current service cost | 282 | 84 | |||
| Interest Cost | 28 | 4 | |||
| Expected return on plan assets | -17 | -6 | |||
| Recognized actuarial |
120 | 1 | |||
| Recognized past service cost | 51 | ||||
| Regular P & L charge | 464 | 83 | |||
| Other Expenses (income) | 15 | 15 | |||
| Total P & L charge | 479 | 98 | |||
| Movement in the Net Liability recognized in the Balance Sheet | |||||
| Net Liability in BS at the beginning of the period | 65 | ||||
| Exchange Difference | -30 | ||||
| 35 | |||||
| Benefits paid directly | -149 | -118 | |||
| Total expenses recognized in the income statement | 479 | 98 | |||
| Net Liability/ (Asset) in BS at the closing of the period | 365 | -20 | |||
| Net Liability/ (Asset) in BS at the closing of the period | 365 | -20 | |||
| Assumptions | |||||
| Discount Rate | 5,16% | 5,16% | |||
| Expected return on plan asset | 5,28% | 5,28% | |||
| Rate of compensation increase | 4,47% | 4,47% | |||
| Interest on advances | 2,46% | 2,46% | |||
| Average future working life | 11,39 | 11,39 |
| 31/12/2004 |
|---|
in € 000's
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
|---|---|---|---|---|
| a) Provision for Stock Option Plan (Phantom Option Plan) | 2.356 | 458 | 2.356 | 458 |
| b) Provisions for warranty | 2.310 | 1.623 | 340 | 200 |
| c) Other Provisions | 1.755 | 1.298 | 766 | 374 |
| Total provision for other liabilities and charges | 6.421 | 3.379 | 3.462 | 1.032 |
Group Parent Company
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
|---|---|---|---|---|
| Opening Balance as restated | 458 | 107 | 458 | 107 |
| Additional provision for the period | 1.898 | 351 | 1.898 | 351 |
| Unused amounts reversed | ||||
| Charged to income statement | 1.898 | 351 | 1.898 | 351 |
| Utilized during the year | ||||
| Closing Balance | 2.356 | 458 | 2.356 | 458 |
The following table summarizes information for Stock Appreciation Right (SARs Phantom Option Plan)
| Vesting status | Start of exercise |
End of | Number of SARs outstanding |
||
|---|---|---|---|---|---|
| Phantom Option Plan | Exercise Price | 31/12/2005 | period | exercise period | (in ths) |
| 2001 | 5,70 | Fully Vested | 01/01/2003 | 31/12/2005 | |
| 2002 | 3,25 | Fully Vested | 01/01/2004 | 31/12/2006 | 60 |
| 2003 A | 1,60 | Fully Vested | 01/01/2005 | 31/12/2007 | 332 |
| 2003 B | 3,60 | Fully Vested | 01/01/2005 | 31/12/2007 | 17 |
| 2004 | 3,70 | none | 01/01/2006 | 31/12/2008 | 281 |
| 2005 | 3,37 | none | 01/01/2007 | 31/12/2009 | 380 |
| Total | 1.071 |
| A summary of the movement for the SARs are presented below : | ||||
|---|---|---|---|---|
| Number of SARs 2005 (in ths.) |
Weighted average exercise price 2005 |
Number of SARs 2004 |
Weighted average exercise price 2004(in ths.) |
|
| Outstanding on 1 January | 959 | 2,99 | 651 | 2,65 |
| Granted | 411 | 3,37 | 308 | 3,70 |
| Exercised / Cancelled | -299 | 7,07 | ||
| Outstanding on 31 December | 1.071 | 2,90 | 959 | 2,99 |
| 0 | ||||
| Exercisable on 31 December | 409 | 1,92 | 253 | 4,16 |
The compensation expense relating to SARs recorded for 2005 amounted to € 774 ths. (2004: 0)
The company operates a phantom share option scheme for its senior executives in the form of Stock Appreciation Rights depending on their performance, employment period in the company, and their positions' responsibilities. The terms of the SARs are based upon the basic terms and conditions of stock option plans except that instead of shares the holders receive a payment equal to the difference between the market price of the company's shares at the date of exercise and the exercise price. The options are subject to a two year vesting condition after granting and may be exercised during a period of three years after vesting.
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| b) Provisions for warranty | ||||||
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |||
| Opening Balance as restated | 1.623 | 759 | 200 | 200 | ||
| Additional provision for the period | 715 | 910 | 140 | |||
| Unused amounts reversed | -73 | -91 | ||||
| Charged to income statement | 642 | 819 | 140 | |||
| Utilized during the year | -1 | |||||
| Exchange Difference | 45 | 46 | ||||
| Closing Balance | 2.310 | 1.623 | 340 | 200 |
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
|---|---|---|---|---|
| Opening Balance as restated | 1.298 | 842 | 374 | 6 |
| Additional provision for the period | 692 | 659 | 392 | 374 |
| Unused amounts reversed | -62 | -23 | -6 | |
| Charged to income statement | 630 | 636 | 392 | 368 |
| Utilized during the year | -165 | -251 | ||
| Exchange Difference | -8 | 71 | ||
| Closing Balance | 1.755 | 1.298 | 766 | 374 |
| 140 |
|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 |
|---|---|---|---|
The category "Other provisions" include mainly : provisions for discount on sales, provisions for unused paid holidays, sales on tax and provisions for obsolete fix assets.
Total provisions for other liabilities and charges(a+b+c) 6.421 3.379 3.462 1.032
in € 000's
| Companies | 31/12/2005 | 31/12/2004 | Countries |
|---|---|---|---|
| Frigoglass Romania SRL | 2.558 | Romania | |
| Frigoglass Limited | 4.750 | Ireland | |
| VPI S.A | 12.998 | Hellas | |
| Coolinvest Holding Limited | 24.397 | 21.839 | Cyprus |
| Frigorex Cyprus Limited | 482 | 481 | Cyprus |
| Letel Holding Limited | 60.254 | 55.504 | Cyprus |
| Nigerinvest Holding Limited | 7.384 | 7.385 | Cyprus |
| Provision for impairment of investments | -47.622 | -47.622 |
The subsidiaries of the Group, the nature of their operation and their shareholding status as at 31/12/2005 describe below:
Total 44.895 57.893
| Country of | Consolidation | Group | ||
|---|---|---|---|---|
| Companies | incorporation | Nature of the operation | Method | Percentage |
| Frigoglass SAIC - Parent Compnay | Hellas | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass Romania SRL | Romania | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigorex Indonesia PT | Indonesia | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass South Africa Ltd | S. Africa | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass Eurasia LLC | Eurasia | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Scandinavian Appliances A.S | Norway | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass Ltd. | Irelnad | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass Iberica SL | Spain | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass Sp zo.o | Poland | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigoglass India PVT.Ltd. | India | Ice Cold Merchandisers (ICMs) | Fully | 100% |
| Frigorex East Africa Ltd. | Kenya | Sales Office | Fully | 100% |
| Frigoglass GmbH | Germany | Sales Office | Fully | 100% |
| Frigoglass Nordic | Norway | Sales Office | Fully | 100% |
| Frigoglass France SA | France | Sales Office | Fully | 100% |
| VPI S.A. | Hellas | Pet Operation | Fully | 51% |
| Beta Glass Plc. | Nigeria | Glass operation | Fully | 53.7% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Crown, Vehicle, Plastics, Pet, ICMs and | Fully | 75.91% |
| Glass operations | ||||
| TSG Nigeria Ltd. | Nigeria | Glass operation | Fully | 54.8% |
| Beta Adams Plastics | Nigeria | Plastics operation | Fully | 75.91% |
| 3P Frigoglass Romania SRL | Romania | Plastics operation | Fully | 100% |
| Coolinvest Holding Limited | Cyprus | Holding Company | Fully | 100% |
| Frigorex Cyprus Limited | Cyprus | Holding Company | Fully | 100% |
| Letel Holding Limited | Cyprus | Holding Company | Fully | 100% |
| Norcool Holding A.S | Norway | Holding Company | Fully | 100% |
| Nigerinvest Holding Limited | Cyprus | Holding Company | Fully | 100% |
| Deltainvest Holding Limited | Cyprus | Holding Company | Fully | 100% |
Note:
The companies 3P Hellas SA, Ticara Holding SA and Africoinvest Holding Limited, which were holding companies, are not consolidated on 31/12/2005 financial statements because they have ceased operations.
| Note 19 - | Deferred income from government grants | |||||
|---|---|---|---|---|---|---|
| Group | Parent Company | |||||
| in € 000's | ||||||
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |||
| Opening Balance of the period | 5.619 | 6.157 | 152 | 146 | ||
| Additions during the period | -71 | 50 | -62 | 50 | ||
| Income recognized in the P&L | -350 | -588 | 161 | -44 | ||
| Liabilities associated with assets classified | ||||||
| as held for sale | -4.832 | |||||
| Closing Balance of the period | 366 | 5.619 | 251 | 152 |
Note 20 - Share capital
The share capital of the company comprises of 40.000.000 fully paid up shares of € 1.0 each.
The share premium accounts represents the difference between the issue of shares (in cash) and their par value cost
| in € 000's | |||||||
|---|---|---|---|---|---|---|---|
| Number of | |||||||
| Shares | |||||||
| (in ths.) | Ordinary shares Share premium | Total | |||||
| Balance on 01/01/2005 | 40.000 | 40.000 | 57.245 | 97.245 | |||
| Balance on 31/12/2005 | 40.000 | 40.000 | 57.245 | 97.245 |
The company does not operate or have stock option plan in which its employees participate in (other than the SARs) .
| Statutory Reserves |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Currency Translation Differences |
Total | |
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2004 | 1.722 | 571 | 5.920 | 15.378 | -6.617 | 16.974 |
| Transfer to retained earnings | -1.550 | 1.804 | 254 | |||
| Exchange Differences | -286 | 630 | -284 | 1.334 | 1.394 | |
| Transfer from P&L of the year | 411 | 1.614 | 408 | 2.433 | ||
| Closing Balance on 31/12/2004 | 1.847 | 571 | 6.614 | 17.306 | -5.283 | 21.055 |
| Open Balance on 01/01/2005 | 1.847 | 571 | 6.614 | 17.306 | -5.283 | 21.055 |
| Transfer to retained earnings | ||||||
| Exchange Differences | -191 | 1.372 | 4.171 | 5.352 | ||
| Transfer from P&L of the year | 1.796 | 845 | 2.641 | |||
| Closing Balance on 31/12/2005 | 1.656 | 571 | 9.782 | 18.151 | -1.112 | 29.048 |
| Statutory Reserves |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Total | |
|---|---|---|---|---|---|
| Open Balance on 01/01/2004 | 962 | 571 | 4.017 | 14.126 | 19.676 |
| Transfer to retained earnings | -1.550 | 1.804 | 254 | ||
| Transfer from P&L of the year | 285 | 285 | |||
| Closing Balance on 31/12/2004 | 1.247 | 571 | 2.467 | 15.930 | 20.215 |
| Open Balance on 01/01/2005 | 1.247 | 571 | 2.467 | 15.930 | 20.215 |
| Transfer to retained earnings | |||||
| Transfer from P&L of the year | 1.797 | 845 | 2.642 | ||
| Closing Balance on 31/12/2005 | 1.247 | 571 | 4.264 | 16.775 | 22.857 |
A statutory reserve is created under the provisions of Hellenic law (Law 2190/20, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to this reserve until it reaches one third of the paid share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.
The Company has created tax free reserves, taking advances off various Hellenic Taxation laws, during the years, in order to achieve tax deductions, either by postponing the tax liability till the reserves are distributed to the shareholders, or by eliminating any future income tax payment by issuing new shares for the shareholders of the company. Should the reserves be distributed to the shareholders as dividends, the distributed profits will be taxed with the rate that was in effect at the time of the creation of the reserves. No provision has been created in regard to the possible income tax liability in the case of such a future distribution of the reserves the shareholders of the company as such liabilities are recognized simultaneously with the dividends distribution.
| From 01/01 to 31/12 | From 01/01 to 31/12 | |||
|---|---|---|---|---|
| in 000's Euro | 2005 | 2004 | 2005 2004 |
|
| Finance Income | 4.510 | 5.699 | 1.519 | 1.337 |
| Finance Expense | -235 | -196 | -21 | -48 |
| Exchange Loss/ (Gain) | -756 | 772 | -84 | 22 |
| Finance Cost of Continuous Operations | 3.519 | 6.275 | 1.414 | 1.311 |
| Finance Cost of VPI (Discontinuing | ||||
| Operations) | 681 | 790 | ||
| Group Finance Cost | 4.200 | 7.065 |
| From 01/01 to 31/12 | |||
|---|---|---|---|
| From 01/01 to 31/12 | From 01/01 to 31/12 | |||
|---|---|---|---|---|
| in 000's Euro | 2005 | 2004 | 2005 | 2004 |
| Corporate Tax | 14.186 | 11.494 | 4.825 | 2.537 |
| Deferred Tax ( Note 9) | -2.240 | 195 | -1.371 | 41 |
| Total Tax | 11.946 | 11.689 | 3.454 | 2.578 |
| Total Group ( Continuing Operations) | 23.892 | 23.378 | ||
| VPI - Income Tax | 11 | 919 | ||
| VPI - Deferred Tax -(Note 9) | 679 | 763 | ||
| Total | 24.571 | 24.141 |
| From 01/01 to 31/12 | |||
|---|---|---|---|
| 2005 | 2004 | ||
| 4.825 | 2.537 | ||
| $-1.371$ | 41 | ||
| 3.454 | 2.578 |
Note: For some countries the tax audit is not obligated and is taken place under specific requirements
| Company | Country | Periods | Operation |
|---|---|---|---|
| Frigoglass SAIC - Parent Company | Hellas | 2000-2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Romania SRL | Romania | 2005 | Ice Cold Merchandisers (ICMs) |
| Frigorex Indonesia PT | Indonesia | 2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass South Africa Ltd | S. Africa | 2003-2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Eurasia LLC | Eurasia | 2005 | Ice Cold Merchandisers (ICMs) |
| Scandinavian Appliances A.S | Norway | 2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Ltd. | Ireland | 1999-2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Iberica SL | Spain | 1999-2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass Sp zo.o | Poland | 2002-2005 | Ice Cold Merchandisers (ICMs) |
| Frigoglass India PVT.Ltd. | India | 2002-2005 | Ice Cold Merchandisers (ICMs) |
| VPI SA | Hellas | 2001-2005 | Pet Operation |
| Beta Glass Plc. | Nigeria | 2005 | Glass Operation |
| Frigoglass Industries (Nig.) Ltd | Nigeria | 1999-2005 | Crown, Vehicle, Plastics, Pet, ICMs and Glass operations |
| TSG Nigeria Ltd. | Nigeria | 1999-2005 | Glass Operation |
| Beta Adams Plastics | Nigeria | 1999-2005 | Plastics Operation |
| 3P Frigoglass Romania SRL | Romania | 2005 | Plastics Operation |
| Frigorex East Africa Ltd. | Kenya | 2002-2005 | Sales Office |
| Frigoglass Gmbh | Germany | 2005 | Sales Office |
| Frigoglass Nordic | Norway | 2005 | Sales Office |
| Frigoglass France SA | France | 2003-2005 | Sales Office |
| Coolinvest Holding Limited | Cyprus | 1997-2005 | Holding Company |
| Frigorex Cyprus Limited | Cyprus | 1997-2005 | Holding Company |
| Letel Holding Limited | Cyprus | 1997-2005 | Holding Company |
| Norcool Holding A.S | Norway | 1999-2005 | Holding Company |
| Nigerinvest Holding Limited | Cyprus | 1997-2005 | Holding Company |
| Deltainvest Holding Limited | Cyprus | 1997-2005 | Holding Company |
The tax rates in the countries where the Group operates are between 10% and 40%.
Some of non deductible expenses and the different tax rates in the countries that the Group operates, create a tax rate for the Group approximately of 32.53% (Greek Taxation Rate is 32%)
The main reasons that the 2004 effective tax rate of 43.41% reduced to 32.53% for 2005 are disclosed below:
a) There is a significant reduction of non profitable companies
b) The tax rates, in the countries where the Group operates, have been reduced.
The tax returns for the Parent Company and for the Group subsidiaries have not been assessed by tax authorities for different periods. Until the tax audit assessment for the companies described in the table above is completed, the tax liability can not be finalized for those years. The management of the Group believes that no significant additional taxes besides of those recognised in the financial statements will be finally assessed.
Income tax from continuing operations
| Parent Company |
|---|
| in 000's Euro | ||
|---|---|---|
| 31/12/2005 | 31/12/2004 | |
| Profit before tax | 10.159 | 6.486 |
| Plus: | ||
| Expenses not deductible for tax purposes | 1.481 | 2.390 |
| Less: | ||
| Tax free reserves | 846 | 1.510 |
| Taxable profit | 10.794 | 7.366 |
| Tax Rate | 32,0% | 35,0% |
| Income tax expenses, recognised in P&L | ||
| statement | 3.454 | 2.578 |
Note 24 - Expenses by nature
The expenses of the Group and Parent company for the periods of 2005 and 2004 are analyzing below:
| Continuing operations | Group | Parent Company | |||
|---|---|---|---|---|---|
| amounts in 000's Euro | 12 months 2005 | 12 months 2004 | 12 months 2005 | 12 months 2004 | |
| Raw materials, consumables, energy & | |||||
| maintenance | 162.931 | 135.957 | 40.207 | 34.320 | |
| Wages & Salaries | 43.297 | 40.113 | 16.948 | 14.008 | |
| Depreciation | 18.283 | 17.641 | 3.812 | 3.429 | |
| Transportation Expenses | 10.087 | 7.224 | 1.924 | 1.794 | |
| Employee benefits, personel expenses, travel | |||||
| expenses | 11.739 | 9.403 | 4.062 | 3.022 | |
| Provision for staff leaving indemnities | 3.933 | 6.315 | 1.480 | 1.566 | |
| Audit & third party fees | 5.012 | 6.046 | 2.323 | 3.074 | |
| Rent, insurance, leasing payments and | |||||
| security expenses | 4.073 | 3.893 | 831 | 916 | |
| Provisions for trade debtors, inventories, | |||||
| warranties and free of charge goods | 6.611 | 5.723 | 1.512 | 758 | |
| Promotion and after sales expenses | 1.898 | 2.884 | 492 | 912 | |
| Telecommunications, subscriptions and office | |||||
| supply expenses | 1.810 | 2.006 | 491 | 531 | |
| Provision for stock option | 2.673 | 348 | 2.673 | 348 | |
| Other expenses | 3.138 | 2.332 | 2.097 | 676 | |
| Total Expenses | 275.485 | 239.885 | 78.852 | 65.354 |
| Group | Parent Company | ||
|---|---|---|---|
| Total Expenses | 275.485 | 239.885 | 78.852 | 65.354 |
|---|---|---|---|---|
| Research & Development expenses | 2.555 | 2.189 | 2.007 | 1.825 |
| Selling & marketing expenses | 21.942 | 19.520 | 5.197 | 4.631 |
| Administration expenses | 36.415 | 32.126 | 18.861 | 13.878 |
| Cost of goods sold | 214.573 | 186.050 | 52.787 | 45.020 |
| 52.787 | 45.020 |
|---|---|
| 18.861 | 13.878 |
| 5.197 | 4.631 |
| 2.007 | 1.825 |
| 78.852 | 65.354 |
Continuing operations
| Cost of goods sold | 14.923 | 13.976 | 2.103 | 1.556 |
|---|---|---|---|---|
| Administration expenses | 1.973 | 2.147 | 549 | 602 |
| Selling & marketing expenses | 190 | 216 | 163 | 175 |
| Research & Development expenses | 1.197 | 1.302 | 997 | 1.096 |
| Total Group | ||||
| (Continuous Operations) | 18.283 | 17.641 | 3.812 | 3.429 |
| VPI (Discontinuing Operations) | 4.001 | 4.169 |
|---|---|---|
| Research & Development expenses | ||
| Selling & marketing expenses | 8 | 7 |
| Administration expenses | 149 | 136 |
| Cost of goods sold | 3.844 | 4.026 |
| 3.812 | 3.429 |
|---|---|
| 997 | 1.096 |
| 163 | 175 |
| 549 | 602 |
| 2.103 | 1.556 |
| in € 000's | Group | Parent Company | ||||
|---|---|---|---|---|---|---|
| Continuing operations | 2005 | 2004 | 2005 | 2004 | ||
| Wages & Salaries | 37.109 | 34.259 | 13.967 | 11.453 | ||
| Social Security Insurance | 6.188 | 5.854 | 2.981 | 2.555 | ||
| Total Payroll | 43.297 | 40.113 | 16.948 | 14.008 | ||
| Pension plan (define contribution)- see note 16 Retirement Benefit (define contribution) - see note 16 Pension plan (define benefit) |
1.489 2.654 479 |
772 4.169 185 |
1.170 1.666 |
417 1.471 |
||
| Actual cost of stock option (Phantom Option Plan) Provision for stock option (Phantom Option Plan) |
625 2.048 |
348 | 625 2.048 |
348 | ||
| Total Group - Continuing operations | 50.592 | 45.587 | 22.457 | 16.244 |
| 2005 | 2004 |
|---|---|
| 13.967 | 11.453 |
| 2.981 | 2.555 |
| 16.948 | 14.008 |
| 1.170 | 417 |
| 1.666 | 1.471 |
| 625 | |
| 2.048 | 348 |
| 22.457 | 16.244 |
| VPI - Discontinuing operations | 2005 | 2004 |
|---|---|---|
| Wages & Salaries | 2.994 | 2.822 |
| Social Security Insurance | 682 | 656 |
| Total Payroll | 3.676 | 3.478 |
| Retirement Benefit | 44 | |
| VPI (Discontinuing Operations) | 3.720 | 3.478 |
Average number of personnel per operation for the Group & for the Parent company are listed below:
| Operations | 12 months 2005 | 12 months 2004 |
|---|---|---|
| Cool Operation | 2.478 | 2.008 |
| Nigeria Operations | 1.773 | 2.466 |
| Plastics Operation | 67 | 102 |
| Group - Continuing operations | 4.318 | 4.576 |
| VPI - Discontinuing operations | 106 | 107 |
| Total Group | 4.424 | 4.683 |
| Parent Company | 431 | 413 |
The capital commitments that has been contracted for but not yet incurred at the balance sheet date for the Group for 2005 was € 800 ths. (2004: € 6.500 ths..)
The Group leases buildings and vehicles under operating leases. Total future lease payments under operating leases are as follows:
| Group | ||||||
|---|---|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | |||||
| amounts in 000's € | Buildings | Vehicles | Total | Buildings | Vehicles | Total |
| Within 1 year | 753 | 317 | 1.070 | 704 | 305 | 1.009 |
| Between 1 to 5 years | 1.840 | 896 | 2.736 | 175 | 822 | 997 |
| Over 5 years | 2.482 | 0 | 2.482 | 154 | 0 | 154 |
| Total | 5.075 | 1.213 | 6.288 | 1.033 | 1.127 | 2.160 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | |||||
| amounts in 000's € | Buildings | Vehicles | Total | Buildings | Vehicles | Total |
| Within 1 year | 392 | 266 | 658 | 269 | 231 | 500 |
| Between 1 to 5 years | 1.467 | 692 | 2.159 | 14 | 625 | 639 |
| Over 5 years | 2.322 | 0 | 2.322 | 0 | 0 | 0 |
| Total | 4.181 | 958 | 5.139 | 283 | 856 | 1.139 |
The component of the company's shareholders on 31/12/2005 was: BOVAL S.A. 44.1%, Institutional investors 24.07%,
COMPETROL ESTABLISHMENT 7.3%, and Other Investors 24.53%.
The Coca Cola Hellenic Bottling Company is a non alcoholic beverage company listed in stock exchanges of Athens, New York, London & Australia. Except from the common share capital involvement of BOVAL S.A at 30.2%, with CCHBC, Frigoglass is the majority shareholder in Frigoglass Industries Limited based on Nigeria, where CCHBC also owns a 18% equity interest.
| in € 000's | Group | Parent Company | |||
|---|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | ||
| Sales | 177.631 | 173.567 | 23.898 | 18.773 | |
| Receivables | 17.423 | 21.620 | 5.368 | 3.238 |
Based on a contract signed on 1999, which was renewed on 2004 and expires on 31/12/2008 the CCHBC Group is going to purchase in a negotiable prices yearly at least the 60% of its needs in ICM's, Bottles, Pet & Crowns. The above transactions are executed at arm's length.
(included wages, stock option, indemnities and other employee benefits) b) Fees to members of the Board of Directors and Management compensation
| Group Parent Company |
||||
|---|---|---|---|---|
| in € 000's | ||||
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Fees of member of Board of Directors | 191 | 162 | 191 | 162 |
| Management compensation | 3.422 | 1.870 | 3.422 | 1.870 |
c) The intercompany transaction of the parent company with the rest of subsidiaries are analyzing in the supplementary F.
Basic and Diluted earnings per share are calculated by dividing the profit attributable to equity holders of Parent Company, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares)
| Continuing Operations | Group | |
|---|---|---|
| amounts in 000's Euro (except per share) | 31/12/2005 | 31/12/2004 |
| Profit attributable to equity holders of the company | 24.056 | 12.704 |
| Weighted average number of ordinary shares | 40.000 | 39.994 |
| Basic and diluted earnings per share from continuing operations | 0,60 | 0,32 |
| Discontinuing Operations | Group | |
|---|---|---|
| amounts in 000's Euro (except per share) | 31/12/2005 | 31/12/2004 |
| Profit attributable to equity holders of the company | 229 | 1.712 |
| Weighted average number of ordinary shares | 40.000 | 39.994 |
| Basic and diluted earnings per share from discontinuing operations | 0,01 | 0,04 |
The weighted average number of ordinary shares for 2004 are described below:
| Shares in | ||||
|---|---|---|---|---|
| Date | Description | Issue Shares | Own shares | circularization |
| 01/01/2004 | 40.000 | 235 | 39.765 | |
| Disposal of own | ||||
| 09/01/2004 | shares | 235 | 40.000 | |
| 31/12/2004 | 40.000 | 40.000 | ||
| Weighted average number of shares | 39.994 |
The Parent company has contingent liabilities in respect of bank guarantees arising from the ordinary course of business as follows:
| in € 000's | |
|---|---|
| 31/12/2005 | 31/12/2004 |
| 124.237 | 136.812 |
The Group did not have any contingent liabilities as at 31/12/2005 and 31/12/2004.
There are no pending litigation, legal proceedings, or claims which are likely to affect the financial statements or the operations of the Group and the parent company.
The tax returns for the Parent Company and for the Group subsidiaries have not been assessed by the tax authorities for different periods.
The management of the Group believes that no significant additional taxes besides of those recognised in the financial statements will be finally assessed.
| in € 000's | ||
|---|---|---|
| Note 30 - | Assets held for sale | |
On December 15, 2005 Frigoglass announced the sale of its stockholding in VPI SA. Frigoglass is a stockholder of 51% of VPI SA based at the city of Volos. The Parent company's investment in VPI SA amount to € 12.998 ths.
The purchase price for the shares amounts to €15.000 ths., €12.000 ths will be paid upon completion of the transaction under the condition that the net asset position of VPI will be at least € 30.000 ths., while the balance will be paid in three equal annual instalments till January 2009,
and is linked to the condition that VPI's sales will remain at their present level.
The completion of VPI sale is subject to the approval of the Greek Minister of Economy and Finance, given that VPI S.A has received government grants under law 1892/1990, The shares in VPI S.A will be transferred as soon as the above approval is granted. The sale of VPI shares is consistent with the Frigoglass Group strategy to focus on its core business on ICM. (VPI paid dividends on 2004 and on 2005 of € 1.011 ths. to Frigoglass SAIC).
Balance sheet and income statement of VPI SA are shown below:
| Balance Sheet | V.P.I S.A |
|---|---|
| 31/12/2005 | |
| Assets: | |
| Property, plant and equipment | 36.886 |
| Intangible assets | 184 |
| Other long term assets | 20 |
| Total Non current assets | 37.090 |
| Inventories | 12.027 |
| Trade debtors | 15.695 |
| Other debtors | 1.147 |
| Intergroup receivables | |
| Marketable securities | 88 |
| Cash at banks & in hand | 505 |
| Total current assets | 29.462 |
| Total Assets | 66.552 |
| Liabilities: | |
| Long term borrowings | 2.504 |
| Deferred Income tax liabilities | 1.068 |
| Retirement benefit obligations | 398 |
| Deferred income from government grants | 4.832 |
| Total Non current liabilities | 8.802 |
| Trade creditors | 10.840 |
| Other creditors | 1.644 |
| Short term borrowings | 15.604 |
| Total current liabilities | 28.088 |
| Total Liabilities | 36.890 |
| Total Equity | 29.662 |
| From : 01/ 01 ' till | ||
|---|---|---|
| 31/12/2005 | 31/12/2004 | |
| Sales | 82.953 | 76.095 |
| Cost of goods sold | -77.208 | -67.407 |
| Gross profit | 5.745 | 8.688 |
| Other operating income | 613 | 610 |
| Administration expenses | -3.327 | -3.070 |
| Selling & marketing expenses | -164 | -370 |
| Research & Development expenses | -47 | -30 |
| Total operating expenses | -3.538 | -3.470 |
| Operating Profit | 2.820 | 5.828 |
| Finance costs | -680 | -790 |
| Profit before income tax from | ||
| discontinuing operations | 2.140 | 5.038 |
| Income tax expense | -691 | -1.682 |
| Profit for the year after income tax from | ||
| discontinued operations | 1.449 | 3.356 |
| Pre tax loss recognized on the remeasurement | ||
| of assets of disposal | -1.000 | |
| Profit for the year after income tax from | ||
| discontinued operations | 449 | 3.356 |
| 31/12/2005 | 31/12/2004 | |
|---|---|---|
| (a) Net cash generated from operating activities | 3.209 | 4.791 |
| (b) Net cash generated from investing activities | -776 | -1.900 |
| (c) Net cash generated from financing activities | -1.971 | -4.286 |
| Net increase (decrease) in cash and cash equivalents | 462 | -1.395 |
in € 000's
| Group | Parent Company |
|
|---|---|---|
| Profit after tax according Hellenic GAAP adjusted for: |
17.605 | 6.215 |
| Revision of useful lives of property plant & equipment Revision of amortization of Government grants according the useful life of Property Plant & Equipment |
2.783 -408 |
365 |
| Profit from sales of own share recognized directly to the equity Provision for Stock Options |
-280 -348 |
-280 -348 |
| Capitalized expenses not recognized according IFRS net of amortization Provisions for warranties |
-560 -200 |
-560 -200 |
| Government grants not recognized according IFRS Recognition of deferred taxes |
-232 -930 |
-232 -41 |
| Profit after tax according IFRS | 17.430 | 4.919 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| Hellenic GAAP | IFRS | Hellenic GAAP | IFRS | ||
| Sales | 340.297 | 340.297 | 49.801 | 49.801 | |
| Cost of goods sold | -255.843 | -253.458 | -45.352 | -45.020 | |
| Gross profit | 84.454 | 86.839 | 4.449 | 4.781 | |
| Other operating income | 9.242 | 8.332 | 18.003 | 17.490 | |
| Administration expenses | -34.357 | -35.196 | -12.700 | -13.878 | |
| Selling & marketing expenses | -19.911 | -19.890 | -4.631 | -4.631 | |
| Research & Development expenses | -2.322 | -2.219 | -1.928 | -1.825 | |
| Total operating expenses | -56.590 | -57.305 | -19.259 | -20.334 | |
| Operating Profit | 37.106 | 37.866 | 3.193 | 1.937 | |
| Dividend income | 6.871 | 6.871 | |||
| Finance costs | -7.061 | -7.065 | -1.311 | -1.311 | |
| Profit before income tax | 30.045 | 30.801 | 8.753 | 7.497 | |
| Income tax expense | -12.440 | -13.371 | -2.538 | -2.578 | |
| Profit for the year after income tax expenses | 17.605 | 17.430 | 6.215 | 4.919 |
in € 000's
| Group | Parent | |
|---|---|---|
| Company | ||
| Balance according Hellenic GAAP as at 31/12/2004: | 131.336 | 118.185 |
| Adjusted for: | ||
| Provision for retirement obligations | -2.339 | -2.339 |
| Reclassification of Government Grants from equity to Liabilities | -5.806 | -145 |
| Write off intangible assets | -650 | -474 |
| Provisions for warranties | -213 | -213 |
| Profit from sales of own share recognized directly in equity | -280 | -280 |
| Revaluation / |
5.741 | 5.683 |
| Provision for impairment of investment | -47.622 | |
| Capitalized expenses not recognized according IFRS net of amortization | -560 | -560 |
| Adjustment for non approved dividends of 2003 which was recorded as dividend payable | ||
| according to Law 2190. | 5.600 | 5.600 |
| Effect of longer useful life for PPE and calculation of depreciation for the first 3 years of production not | ||
| calculated according the tax grace according to Hellenic GAAP for VPI | 283 | 1.314 |
| Recognition of deferred taxes | -4.681 | -2.334 |
| Provision for stock option | -453 | -453 |
| Balance according IFRS as at 31/12/2004 | 127.978 | 76.362 |
| Group | Parent Company | |||||
|---|---|---|---|---|---|---|
| Hellenic GAAP | IFRS | Hellenic GAAP | IFRS | |||
| Assets: | ||||||
| Property, plant and equipment | 144.778 | 151.953 | 7.175 | 7.797 | 14.698 | 6.901 |
| Intangible assets | 6.177 | 4.720 | -1.457 | 4.427 | 3.161 | -1.266 |
| Investments in subsidiaries | 110.554 | 57.893 | -52.661 | |||
| Deferred income tax assets | 814 | 814 | ||||
| Other long term assets | 251 | 251 | 172 | 173 | 1 | |
| Total Non current assets | 151.206 | 157.738 | 6.532 | 122.950 | 75.925 | -47.025 |
| Inventories | 76.347 | 74.990 | -1.357 | 10.627 | 10.627 | |
| Trade debtors | 59.566 | 59.566 | 6.707 | 6.707 | ||
| Other debtors | 22.351 | 22.351 | 8.003 | 8.003 | ||
| Intergroup receivables | 25.475 | 30.514 | 5.039 | |||
| Cash at banks & in hand | 10.420 | 10.420 | 584 | 584 | ||
| Total current assets | 168.684 | 167.327 | -1.357 | 51.396 | 56.435 | 5.039 |
| Total Assets | 319.890 | 325.065 | 5.175 | 174.346 | 132.360 | -41.986 |
| Liabilities: | ||||||
| Long term borrowings | 35.531 | 35.531 | 29.000 | 29.000 | ||
| Deferred Income tax liabilities | 5.736 | 11.230 | 5.494 | 2.334 | 2.334 | |
| Retirement benefit obligations | 9.041 | 11.326 | 2.285 | 1.788 | 4.083 | 2.295 |
| Provisions for other liabilities & charges | 3.117 | 3.379 | 262 | 835 | 1.032 | 197 |
| Deferred income from government grants | 5.619 | 5.619 | 152 | 152 | ||
| Other Long term Liabilities | ||||||
| Total Non current liabilities | 53.425 | 67.085 | 13.660 | 31.623 | 36.601 | 4.978 |
| Trade creditors | 34.038 | 34.038 | 6.148 | 6.148 | ||
| Other creditors | 25.627 | 20.499 | -5.128 | 9.073 | 3.932 | -5.141 |
| Intergroup payables | 2.341 | 2.341 | ||||
| Short term borrowings | 75.464 | 75.465 | 1 | 6.976 | 6.976 | |
| Total current liabilities | 135.129 | 130.002 | -5.127 | 24.538 | 19.397 | -5.141 |
| Total Liabilities | 188.554 | 197.087 | 8.533 | 56.161 | 55.998 | -163 |
| Total Equity | 131.336 | 127.978 | -3.358 | 118.185 | 76.362 | -41.823 |
| Total Liabilities and equity | 319.890 | 325.065 | 5.175 | 174.346 | 132.360 | -41.986 |
To the Shareholders of Frigoglass SAIC
We have audited the accompanying separate and consolidated balance sheets of Frigoglass SAIC (the Company) and its subsidiaries (collectively the Group) as of 31 December 2005 and the related separate and consolidated statements of income, cash flows and changes in shareholders' equity for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Greek Auditing Standards, which conform with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and the Group as of 31 December 2005, and of the results of their operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Athens, 23 February 2006 The Certified Auditor – Accountant
Kyriacos Riris SOEL Reg. No. 12111
Supplementary Information
| Income Statement | Group | Parent Company | ||
|---|---|---|---|---|
| in € 000's | ||||
| From : 01/ 10 till | From : 01/ 10 till | |||
| 31/12/2005 | 31/12/2004 | 31/12/2005 | 31/12/2004 | |
| Sales | 63.306 | 52.590 | 17.428 | 9.325 |
| Cost of goods sold | -46.005 | -39.478 | -15.110 | -9.075 |
| Gross profit | 17.301 | 13.112 | 2.318 | 250 |
| Other operating income | 3.459 | 1.453 | 5.654 | 5.209 |
| Administration expenses | -11.125 | -8.398 | -6.642 | -3.713 |
| Selling & marketing expenses | -5.579 | -4.851 | -1.512 | -1.049 |
| Research & Development expenses | -961 | -589 | -851 | -524 |
| Losses from restructuring activities | -1.111 | 0 | 0 | 0 |
| Total operating expenses | -18.776 | -13.838 | -9.005 | -5.286 |
| Operating Profit | 1.984 | 727 | -1.033 | 173 |
| Dividend income | 0 | 0 | -2.022 | 28 |
| Finance costs | -612 | -1.855 | -244 | -343 |
| Profit before income tax | 1.372 | -1.128 | -3.299 | -142 |
| Income tax expense | 322 | 357 | 314 | -305 |
| Profit for the year from continuing operations | 1.694 | -771 | -2.985 | -447 |
| Profit for the year after income tax from discontinued operations |
-824 | 889 | 1.011 | 1.011 |
| Profit for the year after income tax expenses | 870 | 118 | -1.974 | 564 |
| Attributable to: | ||||
| Minority interest | 337 | 1.174 | 0 | 0 |
| Shareholders of the Company | 533 | -1.056 | -1.974 | 564 |
| Weighed Average number of shares (in thousands) | 40.000 | 39.994 | 40.000 | 39.994 |
| Earnings per share from continuing operations attributable to the shareholders of the company during the year ( in € per share) |
0,04 | -0,02 | -0,07 | -0,01 |
| Earnings per share from discontinuing operations attributable to the shareholders of the company during the year ( in € per share) |
-0,02 | 0,02 | 0,03 | 0,03 |
| Depreciation | 4.202 | 3.905 | 891 | 675 |
| Earnings before interest, tax, depreciation and amortization and invested results |
7.297 | 4.632 | -142 | 848 |
The accounting policies used in the preparation of these financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2004.
The financial statements of Parent company and Group have been prepared in accordance with the international financial reporting standards and should be connected with the financial statements on 31/12/2004 which describe a full set of accounting policies which followed by the Group.
For Frigoglass Group, we believe that the Euro is the most appropriate reporting currency, as it is
the currency most closely aligned to the operating currencies of Frigoglass Group. The Group translates the income statements
of subsidiary operations to the Euro with the average exchange rates and the balance sheet with the closing exchange rate for the period
The principal exchange rates used for transaction and translation purposes in respect to one euro were :
| Average of the period Y.T.D |
Closing | ||||
|---|---|---|---|---|---|
| 31/12/2005 | 31/12/2004 | 31/12/2005 31/12/2004 | |||
| NAIRA, Nigeria | 164,916 | 168,021 | 156,640 | 179,489 | |
| PLN, Poland | 4,026 | 4,531 | 3,860 | 4,085 | |
| USD, USA | 1,247 | 1,247 | 1,180 | 1,362 | |
| NOK, Norway | 8,022 | 8,370 | 7,985 | 8,237 | |
| ZAR, South Africa | 7,859 | 7,927 | 7,464 | 7,690 | |
| INR, India | 54,989 | 56,431 | 53,662 | 59,665 |
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments
A geographical segment is engaged in providing products or services within a particular economic environment that are subject
to risks and returns that are different from those of segments operating in other economic environments
The discontinuing operations referred to the Pet Operation of VPI SA
| Division | 01/01 till 31/12 | 2005 Vs | % Group | ||
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 241.311 | 194.126 | 24,3% | 79% | 73% |
| Nigeria Operation | 64.090 | 66.259 | -3,3% | 21% | 25% |
| Plastics Operation | 3.550 | 4.914 | -27,8% | 1% | 2% |
| Interdivision Eliminations* | -2.122 | -1.097 | -1% | 0% | |
| Frigoglass Group | |||||
| (Continuing Operations) | 306.829 | 264.202 | 16,1% | 100% | 100% |
* Interdivision eliminations consist of sales, from Plastic to Cool operation
| Division | 01/01 till 31/12 | 2005 Vs | % Group | ||
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 33.729 | 25.208 | 33,8% | 82% | 79% |
| Nigeria Operation | 7.375 | 7.412 | -0,5% | 18% | 23% |
| Plastics Operation | 120 | -582 | 120,6% | 0% | -2% |
| Frigoglass Group | |||||
| (Continuing Operations) | 41.224 | 32.038 | 28,7% | 100% | 100% |
| Division | 01/01 till 31/12 | 2005 Vs | % Group | ||
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 2.496 | 3.776 | -33,9% | 71% | 60% |
| Nigeria Operation | 1.002 | 2.338 | -57,1% | 28% | 37% |
| Plastics Operation | 21 | 161 | -87,0% | 1% | 3% |
| Frigoglass Group | |||||
| (Continuing Operations) | 3.519 | 6.275 | -43,9% | 100% | 100% |
| Division | 01/01 till 31/12 | 2005 Vs | % Group | ||
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 31.233 | 21.431 | 45,7% | 83% | 83% |
| Nigeria Operation | 6.372 | 5.075 | 25,6% | 17% | 20% |
| Plastics Operation | 100 | -743 | 113,5% | 0% | -3% |
| Frigoglass Group | |||||
| (Continuing Operations) | 37.705 | 25.763 | 46,4% | 100% | 100% |
| Division | 01/01 till 31/12 | 2005 Vs | % Group | ||
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 21.235 | 12.071 | 75,9% | 90% | 95% |
| Nigeria Operation | 2.228 | 1.354 | 64,5% | 9% | 11% |
| Plastics Operation | 82 | -720 | 111,4% | 0% | -6% |
| Frigoglass Group | |||||
| (Continuing Operations) | 23.545 | 12.705 | 85,3% | 100% | 100% |
| Pet Division -VPI- | |||||
| (Discounting operations) | 740 | 1.711 | -56,8% | ||
| Frigoglass Group | 24.285 | 14.416 | 68,5% |
| Depreciation | |||||
|---|---|---|---|---|---|
| Division | 01/01 till 31/12 | % Group | |||
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 9.712 | 9.287 | 4,6% | 53% | 53% |
| Nigeria Operation | 8.174 | 7.638 | 7,0% | 45% | 43% |
| Plastics Operation | 397 | 716 | -44,6% | 2% | 4% |
| Frigoglass Group (Continuing Operations) |
18.283 | 17.641 | 3,6% | 100% | 100% |
| EBITDA | ||||||
|---|---|---|---|---|---|---|
| Division | 01/01 till 31/12 | 2005 Vs | % Group | |||
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 | |
| Cool Operation | 44.552 | 34.494 | 29,2% | 73% | 69% | |
| Nigeria Operation | 15.548 | 15.051 | 3,3% | 26% | 30% | |
| Plastics Operation | 518 | 134 | 286,6% | 1% | 0% | |
| Frigoglass Group (Continuing Operations) |
60.618 | 49.679 | 22,0% | 100% | 100% |
| Capital Expenditure | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Division | Από 01/01 | Από 01/01 | % Group | ||||||
| in € 000's | έως 31/12/05 | έως 31/12/04 | 2005 | 2004 | |||||
| Cool Operation | 8.059 | 16.835 | 49% | 57% | |||||
| Nigeria Operation | 7.768 | 12.505 | 48% | 42% | |||||
| Plastics Operation | 495 | 290 | 3% | 1% | |||||
| Frigoglass Group | |||||||||
| (Continuing Operations) | 16.322 | 29.630 | 100% | 100% | |||||
| Pet Division -VPI- | |||||||||
| (Discounting operations) | 776 | 1.900 | |||||||
| Frigoglass Group | 17.098 | 31.530 |
Capital Expenditure consists of expenditures for tangible & intangible assets.
| Division | 31 / 12 | 31 / 12 | 2005 Vs | % Group | |
|---|---|---|---|---|---|
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 |
| Cool Operation | 222.379 | 200.381 | 11,0% | 72% | 75% |
| Nigeria Operation | 84.152 | 67.016 | 25,6% | 27% | 25% |
| Plastics Operation | 1.827 | 1.317 | 38,7% | 1% | 0% |
| Frigoglass Group | |||||
| (Continuing Operations) | 308.358 | 268.714 | 14,8% | 100% | 100% |
| Pet Division -VPI- | |||||
| (Discounting operations) | 53.554 | 56.351 | |||
| Frigoglass Group | 361.912 | 325.065 |
Divisional 's asset include mainly intangible assets, tangible assets, inventories, receivables and cash and cash equivalents
| Total Liabilities | ||||||
|---|---|---|---|---|---|---|
| Division | 31 / 12 | 31 / 12 | 2005 Vs | % Group | ||
| in € 000's | 2005 | 2004 | 2004 | 2005 | 2004 | |
| Cool Operation | 122.434 | 116.662 | 4,9% | 72% | 74% | |
| Nigeria Operation | 46.282 | 40.115 | 15,4% | 27% | 25% | |
| Plastics Operation | 1.732 | 1.157 | 49,7% | 1% | 1% | |
| Frigoglass Group | ||||||
| (Continuing Operations) | 170.448 | 157.934 | 7,9% | 100% | 100% | |
| Pet Division -VPI- | ||||||
| (Discounting operations) | 36.890 | 39.153 | ||||
| Frigoglass Group | 207.338 | 197.087 |
Supplementary Information D - Members of Board of Directors
For the year ended on December 31, 2005 : Dimitris Krontiras, Ioannis
Androutsopoulos, Dimitris Lois, Loukas Komis, Alexandra Papalexopoulou, Christodoulos Robert Levendis, Harry David, Vassilios Fourlis and Samir- Issa Toubassy.
The total value of pledged on the group's assets as at 31/12/2005 was 7.000 ths. € (31/12/2004: 10.700 ths. €) . No pledged assets for the parent company
| Nam f th e o e co mp any |
Net Tra de Sal es |
Man nt F age me ees |
Tra tion Inc orta nsp om e |
Pur cha se |
||||
|---|---|---|---|---|---|---|---|---|
| Dec ber 20 05 em |
Dec ber 20 04 em |
Dec ber 20 05 em |
Dec ber 20 04 em |
Dec ber 20 05 em |
Dec ber 20 04 em |
Dec ber 20 05 em |
Dec ber 20 04 em |
|
| Frig ogla ss R nia oma |
5.3 27 |
6.4 53 |
3.3 57 |
2.9 99 |
124 | 140 | 4.8 67 |
1.8 77 |
| Frig x In don esia ore |
503 | 1.4 34 |
850 | 650 | 33 | 52 | 4.1 02 |
3.7 29 |
| Frig ogla ss E sia ura |
5.8 20 |
2.6 71 |
6.7 26 |
4.3 07 |
13 | 2 | ||
| Frig ogla ss S Afr ica |
404 | 276 | 700 | 450 | 46 | 11 | 2 | 1 |
| Frig ogla ss N ord ic |
115 | 260 | 200 | 200 | 10 | 3 | 22 | |
| Sca ndin avia n A ppli anc es |
11 | 45 | 36 | |||||
| Frig ogla ss L td |
1.8 05 |
1.5 16 |
400 | 400 | 128 | 98 | 1 | 2 |
| Frig ogla ss I ber ica |
504 | 343 | 494 | 5 | 11 | 141 | 340 | |
| Frig ogla ss S p.zo o |
2.0 26 |
1.0 38 |
2.7 92 |
2.8 00 |
37 | 182 | 246 | |
| Frig ogla ss I ndia |
72 | 25 | 100 | 4 | 4 | 37 | 4 | |
| Frig ogla ss G mbh |
6.9 43 |
2.4 47 |
753 | 300 | 101 | 96 | 121 | 8 |
| Frig x E ast Afri ore ca |
210 | 302 | 28 | 25 | ||||
| Lete l Ho ldin gs |
||||||||
| Frig ogla ss S A |
1 | 211 | 2 | 9 | 1 | |||
| 3P Frig ogla ss |
12 | 4 | 55 | 88 | 181 | 121 | ||
| Tica ra H oldi Ltd ngs |
||||||||
| Frig ogla ss I ndu strie s |
12 | |||||||
| a G Bet lass |
16 | |||||||
| 3P Hel las Ltd |
||||||||
| Nig erin t Ho ldin ves gs |
608 | 1.3 16 |
||||||
| Del tain t Ho ldin ves gs |
1.50 0 |
1.1 32 |
||||||
| VP I SA |
15 | 18 | 100 | 101 | ||||
| Tot al |
23. 796 |
17. 043 |
18. 041 |
15. 337 |
518 | 462 | 9.6 34 |
6.3 89 |
| Nam f th e o e co mp any |
Div ide nd Inc om e |
Rec eiva ble s |
Pay abl es |
Cor Gua ate rant por ees |
||||
|---|---|---|---|---|---|---|---|---|
| Dec ber 20 05 em |
Dec ber 20 04 em |
31/ 12/2 005 |
31/ 12/2 004 |
31/ 12/2 005 |
31/ 12/2 004 |
31/ 12/2 005 |
31/ 12/2 004 |
|
| Frig ogla ss R nia oma |
8.9 61 |
5.8 60 |
9.1 00 |
7.8 58 |
50 | 1.0 64 |
4.7 47 |
4.1 11 |
| Frig x In don esia ore |
1.24 7 |
1.4 91 |
513 | 1.3 51 |
8.8 15 |
7.1 21 |
||
| Frig ogla ss E sia ura |
6.29 9 |
6.3 28 |
7.0 00 |
7.0 00 |
||||
| Frig ogla ss S Afr ica |
958 | 1.3 45 |
1.4 25 |
1.4 25 |
||||
| Frig ogla ss N ord ic |
59 | 125 | 1 | 3.7 57 |
3.6 47 |
|||
| Sca ndin avia n A ppli anc es |
11 | 22 | ||||||
| Frig ogla ss L td |
1.76 4 |
1.5 13 |
1 | 2.5 00 |
2.5 00 |
|||
| Frig ogla ss I ber ica |
257 | 2.1 37 |
1.5 00 |
1.5 00 |
||||
| Frig ogla ss S p.zo o |
1.20 5 |
1.3 14 |
44 | 11. 300 |
11. 300 |
|||
| Frig ogla ss I ndia |
466 | 387 | 23 | 4.3 79 |
3.9 39 |
|||
| Frig ogla ss G mbh |
5.96 5 |
543 | 27 | 2 | 1.0 00 |
1.0 00 |
||
| Frig x E Afri ast ore ca |
103 | 336 | 1.2 72 |
1.1 01 |
||||
| Lete l Ho ldin gs |
||||||||
| Frig ogla ss S A |
68 | 1 | ||||||
| 3P Frig ogla ss |
150 | 82 | 47 | -78 | 1.00 0 |
|||
| x C Frig ore ypr us |
2.22 1 |
6.0 00 |
12. 000 |
|||||
| Frig ogla ss I ndu strie s |
12 | |||||||
| Bet a G lass |
16 | |||||||
| Lete l Ho ldin gs |
7.00 0 |
7.0 00 |
||||||
| Coo linv Hol ding est s |
10.3 50 |
9.5 00 |
||||||
| Nor l Ho ldin coo gs |
10.5 00 |
10. 500 |
||||||
| 3P Hel las Ltd |
2.8 19 |
3.60 2 |
||||||
| Nig erin t Ho ldin ves gs |
1.37 6 |
881 | 17. 500 |
17. 500 |
||||
| Del tain t Ho ldin ves gs |
2.63 2 |
1.0 18 |
||||||
| Nor l AS coo |
3.16 1 |
|||||||
| Cro Inte rnat iona l wn |
311 | |||||||
| VP I ΑΒ ΕΕ |
1.01 1 |
1.0 12 |
50 | 26 | 24. 192 |
28. 594 |
||
| Tot al |
9.9 72 |
6.8 71 |
31. 670 |
30. 514 |
705 | 2.3 41 |
124 .237 |
136 .812 |
| 0 | 0 | |||||||
Supplementary Information F - Group (see Note 27 )
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