Quarterly Report • Sep 24, 2015
Quarterly Report
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Commercial Refrigerators Commercial Refrigerators 15, A. Metaxa Street 15, A. Metaxa Street GR-145 64 Kifissia 145 64 Kifissia Athens - Hellas
The attached financial statements The attached financial statements have been approv have been approved by the Boar ed by the Board of Directors d of Directors Meeting held on the 30th of July 2008
These financial statements have been translated from the original statutory financial l statutory financial statements that have been prepared in the Hell en Hellenic language. In enic language. In the event that the event that differences exist between these differences exist between these translation and t translation and the original Hel he original Hellenic language financial lenic language financial statements, the Hellenic language financial statements will prev age statements prevail over this document. ail over document.
It is confirmed that the present Half Year Financial Report is compiled according to the article 5 of the Law 3556/2007 and the decision 7/448/29.10.2007 of the Hellenic Capital Market Commission and is the one approved by the Board of Directors of "Frigoglass S.A.I.C." on the 30th of July 2008. The present Half Year Financial Report of the period 01.01.2008-30.06.2008 is available on the company's website www.frigoglass.com , where it will remain at the disposal of the investing public for at lest 5 years from the date of its publication.
We state and we assert that from what we know of
Kifissia, July 30, 2008
The Chairman of the Board The Managing Director Vice Chairman Haralambos David Petros Diamantides Ioannis Androutsopoulos
(Translation from the original in Hellenic)
Kifissia, 30 July 2008
Dear Shareholders,
According to the law 3556/2007 and the executive decisions of the Hellenic Capital Market Commission, we submit for the period of the First Half of 2008 (1st January – 30th June 2008) the present semi annual report of the board of Directors referring to the consolidated and parent company financial data.
During the 1st Half of 2008 Frigoglass proceeded with the acquisition of the controlling stake in SFA SOGUTMA SANAYI IC VE DIS TICARET A.S., a Turkish cooler manufacturer. Frigoglass now owns 86% of the share capital of SFA, having paid a net consideration of €51.2 million (including debt but excluding acquisitions costs).
SFA is one of the leading exporting suppliers of ICMs in the region with a particularly strong presence in the brewery, dairy and juice segments. 2008 Sales are expected to be around €50 million. SFA has been successful in developing a blue-chip customer portfolio across different segments through an exciting range of products. Frigoglass would be focusing on further enhancing the relationship with the new SFA accounts and of course, extending our collaboration with existing ones. The production facilities in Turkey further provide an excellent base for the promising markets of Central Asia and the Near East.
SFA contributed €42.2 million to Cool Operations in the first half, driven primarily by sales to breweries, resulting in reported Cool Operations Sales of €305.4 million, representing a 17.1% year-on-year increase. EBITDA relating to SFA amounted to €4.0 million, implying reported EBITDA for Cool Operations of €67.2 million. Net Profit derived from SFA equated to €0.3 million, with reported Net Profit for Cool Operations therefore amounting to €39.0 million.
Frigoglass reported Consolidated Sales growth of 16.5% in the first half of 2008, to €338.4 million, of which SFA contributed €42.2 million. Underlying Sales increased 1.9% to €296.2 million.
In Cool Operations, underlying volumes rose 6.9%, with a lower mix resulting in Sales, excluding the impact of SFA, increasing by 0.9% in the first half to €263.2 million, representing 89% of underlying Group Sales. Underlying Net Profit declined 1.3% to €38.7 million.
In geographic terms, Sales in Europe declined 4.8%, owing primarily to lower Sales than expected in Russia and Germany. However, Sales growth in the emerging regions of Africa/Middle East and Asia/Oceania was notable, increasing 44.7% and 13.8% respectively. The markets which contributed the most incrementally to Sales in the first half were Poland, the Ukraine, Greece and Morocco, with noteworthy contributions from Serbia, Romania, Nigeria and Switzerland.
In terms of Sales by customer group, Sales to Coca-Cola Hellenic increased by 10.8% in the first half, (now representing 39.1% of Cool Operations Sales compared to 35.6% in the respective period last year), due to strong placements in Poland, the Ukraine and Romania, whilst Sales to other Coca-Cola bottlers declined 8.9%, (with this segment now accounting for 22.3% of Cool Operations Sales compared to 24.7% last year). Sales to breweries decreased by 1.1%, with the respective contribution to Cool Operations Sales at 29.6% versus 30.2% in the first half of last year. However, Sales growth to the dairy segment witnessed strong growth of 158.3%, increasing the contribution to Cool Operations Sales to 1.3% compared to 0.5% in the first half last year.
Nigeria Operations continues to see strong momentum, realising a Sales increase of 6.3% in Euro terms to €29.8 million in the first half; this equates to a 7.3% increase in local currency terms. Growth was driven by a strong performance in Glass, where Sales increased by 19.6% in Euro terms to €21.7 million. This division represents 10% of underlying Group Sales. Net Profit for Nigeria Operations increased by 156.9% in Euro terms in the first half, to €2.9 million. In Plastics Operations, Sales in the first half continued to demonstrate strong growth, increasing 47.5% to €4.2 million, with Net Profit growth of 137.6% to €0.7 million.
Underlying Operating Profit (EBIT) increased 6.2% to €65.0 million, with the respective Operating Profit margin increasing 80 bps to 21.9% despite a 1.9% increase in the Cost of Goods Sold. Adjusting for the divestment of PET and TSG in Nigeria, Operating Profit (EBIT) increased by 2.8%.
Underlying Net Profit increased 4.0% to €42.3 million in the first half, aided by a lower effective tax rate compared to the same period last year, and despite increased exchange losses and financial expenses. SFA contributed €0.3 million to Reported Consolidated Net Profit.
Cash flow pre-working capital for the first half of 2008, including SFA, was down €4.2m to €65.4m owing to a negative €5.4m swing in exchange rate changes. Together with the assumption of trade debtors from SFA, as well as the cash purchase of SFA, net cash flow after operational and investing activities decreased from an outflow of €6.8 million in the first half of 2007 to a cash outflow of €44.8 million.
| Revenues (€ 000's) | EBITDA (€ 000's) | ||||||
|---|---|---|---|---|---|---|---|
| Change | % of | H1 | Change | ||||
| First Half 2008 | H1 2008 H1 2007 | % | Total | 2008 | H1 2007 | % | |
| ICM Operations | 263,220 | 260,839 | 0.9% | 89% | 63,153 | 63,617 | -0.7% |
| Nigeria | 29,800 | 28,029 | 6.3% | 10% | 11,287 | 7,078 | 59.5% |
| Plastics | 4,241 | 2,875 | 47.5% | 1% | 1,081 | 567 | 90.7% |
| Interdivision eliminations |
-1,052 | -1,190 | |||||
| Frigoglass Consolidated |
296,209 | 290,553 | 1.9% | 75,521 | 71,261 | 6.0% |
| H1 2008 | H1 2008 | |||
|---|---|---|---|---|
| First Half 2008 | Underlying | Reported | H1 2007 | Change |
| (€ 000's) | (€ 000's) | % | ||
| Revenues – underlying | 296,209 | 290,553 | 1.9% | |
| Revenues – reported | 338,365 | 16.5% | ||
| Gross profit | 89,252 | 87,533 | 2.0% | |
| EBITDA – underlying | 75,521 | 71,261 | 6.0% | |
| EBITDA – reported | 79,547 | 11.6% | ||
| Operating profit – underlying | 64,995 | 61,197 | 6.2% | |
| Operating profit – reported | 67,837 | 10.8% | ||
| EBT | 60,376 | 58,344 | 3.5% | |
| Net profit (after minorities) – underlying |
42,291 | 40,651 | 4.0% | |
| Net profit – reported | 42,563 | 4.7% |
Underlying Consolidated Net Sales increased 1.9% to €296.2 million, with Cool Operations Sales increasing 0.9%, and with the ongoing strong momentum of Glass in Nigeria Operations and of Plastics Operations.
Gross Profit increased 2.0% on an underlying basis in the first half, to €89.3 million. The Cost of Goods Sold rose 1.9%, in line with Sales, and therefore the respective margin remained flat at 30.1% year-on-year. Frigoglass mitigated the effect of rapidly rising input costs in the first half through prebuying the majority of its raw material requirements at the end of 2007.
Underlying Operating Profit increased 6.2% in the first half, to €65.0 million, with the respective margin improving 80 bps to 21.9%. Adjusting for the proceeds from the divestment of PET, underlying EBIT increased 2.8% to €62.9 million. Operating Expenses increased only by 1.1%, with the OpEx margin declining 10 bps to 9.3% owing to ongoing cost management initiatives.
Net Profit
Underlying Net Profit increased 4.0% for the first half, to €42.3 million. Financial Expenses increased 73.3% in the period, owing to seasonal outflows from increased trade debtors and additional pre-buying of raw materials. Exchange losses also increased, mainly relating to the US Dollar, South African Rand, Romanian Lei and Russian Rouble. However, the effective tax rate for the period decreased from 28.5% to 27.0%.
Net cash generated from operations decreased from €8 million in the comparable period of 2007 to an outflow of €22.2 million. This was driven by a negative development in exchange rates and increased trade debtors (mainly owing to assumption of SFA debtors).
The acquisition of SFA, offset marginally by the proceeds from the sale of the PET operation in Nigeria, increased the decline in net cash after operational and investing activities decline from an outflow of €6.8 million in the first half of 2007 to an outflow of €44.8 million
The above mentioned increase in trade debtors together with the SFA acquisition saw net debt rise to €148.2 million compared to €142.3 million at the end of the first quarter 2008. Thus, Frigoglass' net debt to equity ratio has remained largely unchanged at 67.1% compared to 67.2% at the end of the first quarter 2008. In line with our unusual trading patterns, we expect our trade debtors' position to reverse in the second half.
Average NWC/NTS ratio increased 3.3% to 48% versus 47% the same period last year mainly due to increased inventories.
During the first half of 2008, Frigoglass incurred capital expenditure of €11.4 million on an underlying basis with the majority attributed to Cool operations (€6.7 million) towards Russia, China, Romania and India plants. Nigeria operations capex amounted to €4.2 million.
The Company's Net Sales remained at the same levels of € 67m.
Gross Profit increased 7% to €12.7m compared to previous year.
Earnings Before Interest Tax & Depreciation reached €12m, increased by 12% compared to previous year.
Earnings after Tax decreased by 14% y-o-y reaching €6.4m.
Raw material costs headwinds as copper, steel, aluminium and PVC are our main raw materials and therefore we have adopted policies to mitigate this risk.
We negotiate volume, not just price.
We keep strategic inventory reserves at the supplier, at our plants, and in finished goods, to guarantee availability.
We set up contracts with suppliers that are long enough to satisfy production plans but short enough to permit adjustment if prices start to decline.
We have also negotiated prices as of the beginning of the year for main components.
Possible demand slowdown for ICM's due to rising economic uncertainties. We expand business into New Markets and attract new customers in existing Markets.
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 Krone, Swedish Krona, Russian rubble and the Chinese Yuan.
Entities in the Group use natural hedging, transacted with the Group Treasury, to hedge their exposure to foreign currency risk in connection with the presentation currency.
Significant customer dependence on CCH.
A percentage of 30.45 of 2008 first half group sales are coming from CCH. Efforts during the past year have reduced our dependency. Continuous ongoing effort to broaden our client base.
• Penetration of organized crime in the global economy increases significantly over a 10-year period, weakening state authority, worsening the investment climate and slowing growth.
• Multiple developed economies take steps (tariffs, WTO disputes) which retard existing trade and further undermine talks on increased global integration.
• Multiple significant emerging economies advance policies that harm foreign direct investment and slow the engine of global growth.
Extreme weather events linked to climate change and other natural disasters (i.e. earthquakes) will impact businesses and society at large.
We are adopting full business continuity plans to protect against business interruption arising from natural disasters.
Customs related restrictions which imply the risk of delay in imports of raw materials.
Raw material price pressure, associated with glass (natural gas) as it is the main energy source for all of our three plants, and soda ash, raw material for our glass companies.
Freight cost increase.
The important transactions of the Group and the Company with related parties are presented analytically in Note 20 of the Interim Financial Statements.
No significant events have occurred from the end of the fiscal period under consideration to the date of this report, that have any affect on the reported fiscal period.
No significant losses are present at the time of our report's submission, nor are any expected to occur in the future as a result of possible events.
Yours Faithfully, THE BOARD OF DIRECTORS Exact copy from register of the minutes of Board of Directors Meetings
Petros Diamantides Managing Director
We have reviewed the accompanying company and consolidated condensed balance sheet of Frigoglass S.A. (the "Company") and its subsidiaries (the "Group") as of 30 June 2008, the related company and consolidated condensed statements of income, changes in equity and cash flows for the six-month period then ended which also include certain explanatory notes, that comprise the interim financial information and which form an integral part of the six-month financial report as required by article 5 of L.3556/2007. The Company's Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with International Financial Reporting Standards as adopted by the European Union and as applicable to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" to which Greek Auditing Standards refer to. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Greek Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with IAS 34.
In addition to the interim financial information referred to above, we reviewed the remaining information included in the six-month financial report as required by article 5 of L.3556/2007 as well as the information required by the relevant Decisions of the Capital Markets Committee as set-out in the Law. Based on our review we concluded that the financial report includes the data and information that is required by the Law and the Decisions referred to above and is consistent with the accompanying financial information.
PricewaterhouseCoopers S.A. THE CERTIFIED AUDITOR 268 Kifissias Avenue 152 32 Halandri SOEL Reg. No. 113 Constantinos Michalatos
Athens, 31 July 2008
SOEL Reg. No. 17701
| 1. 2. |
Balance Sheet Income Statement for the First Half |
1 2 |
||
|---|---|---|---|---|
| 3. | Income Statement for the Second Quarter | 3 | ||
| 4. | Statement of changes in equity | 4 | ||
| 5. | Cash flow statement | 7 | ||
| 6. | Notes to the financial statements | 8 | ||
| 7. | Basis of Preparation | 8 | ||
| 8. | Summary of significant accounting policies | 7 | ||
| 9. | Critical accounting estimates and judgments | 11 | ||
| 10. Notes to the financial statements | ||||
| (5) | Segment information | 11-12 | ||
| (6) | Property, plant & equipment | 13, 15 | ||
| (7) | Intangible assets | 14, 16 | ||
| (8) | Inventories | 17 | ||
| (9) | Trade debtors | 17 | ||
| (10) | Other debtors | 17 | ||
| (11) | Cash & Cash equivalents | 17 | ||
| (12) | Other creditors | 17 | ||
| (13) | Non current & current borrowings | 18 | ||
| (14) | Investments in subsidiaries | 19 | ||
| (15) | Share capital | 19 | ||
| (16) | Other reserves | 20 | ||
| (17) | Financial expenses | 21 | ||
| (18) | Income Tax | 21 | ||
| (19) | Commitments | 22 | ||
| (20) | Related party transactions | 22 | ||
| (21) | Earnings per share | 23 | ||
| (22) | Contingent liabilities | 23 | ||
| (23) | Business combinations | 24 | ||
| (24) | Seasonality of Operations | 25 | ||
| (25) | Post-balance sheet events | 25 | ||
| (26) | Average number of personnel | 25 | ||
| (27) | Clarifications regarding the comparative data for the previous year | 26 |
| Balance Sheet in € 000's |
Consolidated | Parent Company | |||
|---|---|---|---|---|---|
| No te |
30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 | |
| Assets: | |||||
| Property, plant and equipment | 6 | 172.797 | 150.370 | 12.352 | 12.859 |
| Intangible assets | 7 | 29.978 | 5.430 | 3.414 | 3.438 |
| Investments in subsidiaries | 14 | 73.531 | 59.781 | ||
| Deferred income tax assets | 3.463 | 2.614 | 406 | 406 | |
| Other long term assets | 1.792 | 2.580 | 1.093 | 2.143 | |
| Total non current assets | 208.030 | 160.994 | 90.796 | 78.627 | |
| Inventories | 8 | 105.994 | 116.245 | 8.795 | 14.945 |
| Trade debtors | 9 | 161.349 | 52.618 | 24.435 | 5.055 |
| Other debtors | 10 | 25.010 | 20.658 | 752 | 1.476 |
| Income tax advances | 7.433 | 16.724 | 5.936 | 12.188 | |
| Intergroup receivables | 20 | 36.219 | 21.790 | ||
| Cash & Cash Equivalents | 11 | 20.630 | 17.313 | 5.018 | 3.806 |
| Total current assets | 320.416 | 223.558 | 81.155 | 59.260 | |
| Total Assets | 528.446 | 384.552 | 171.951 | 137.887 | |
| Liabilities: | |||||
| Long term borrowings | 13 | 2.664 | 2.810 | ||
| Deferred Income tax liabilities | 8.847 | 9.016 | 827 | 827 | |
| Retirement benefit obligations | 15.345 | 14.992 | 7.926 | 7.284 | |
| Provisions for other liabilities & charges | 6.632 | 6.725 | 961 | 1.391 | |
| Deferred income from government grants | 314 | 333 | 152 | 169 | |
| Total non current liabilities | 33.802 | 33.876 | 9.866 | 9.671 | |
| Trade creditors | 56.852 | 41.573 | 9.532 | 9.387 | |
| Other creditors | 12 | 36.415 | 35.939 | 6.398 | 7.227 |
| Current income tax liabilities | 14.500 | 11.427 | 3.498 | 7.494 | |
| Intergroup payables | 20 | 3.340 | 8.597 | ||
| Short term borrowings | 13 | 166.122 | 62.222 | 52.338 | |
| Total current liabilities | 273.889 | 151.161 | 75.106 | 32.705 | |
| Total Liabilities | 307.691 | 185.037 | 84.972 | 42.376 | |
| Equity: | |||||
| Share capital | 15 | 40.201 | 40.135 | 40.201 | 40.135 |
| Share premium | 15 | 11.049 | 9.680 | 11.049 | 9.680 |
| Other reserves | 16 | 14.399 | 21.151 | 23.673 | 22.843 |
| Retained earnings / |
133.311 | 106.071 | 12.056 | 22.853 | |
| Total Shareholders Equity | 198.960 | 177.037 | 86.979 | 95.511 | |
| Minority Interest | 21.795 | 22.478 | |||
| Total Equity | 220.755 | 199.515 | 86.979 | 95.511 | |
| Total Liabilities & Equity | 528.446 | 384.552 | 171.951 | 137.887 |
The attached financial statements have been approved by the Board of Directors meeting held on the 30th of July 2008 and are hereby signed by:
| The Chairman of the Board Haralambos David _____ |
The Group Chief Financial Officer Panagiotis Tabourlos |
_____ |
|---|---|---|
| The Managing Director Petros Diamantides _____ |
The Head of Finance Vassilios Stergiou |
_____ |
Consolidated Parent Company
| in € 000's | |||||
|---|---|---|---|---|---|
| From 01/01 'till | From 01/01 'till | ||||
| No te |
30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 | |
| Sales | 5 | 338.365 | 290.553 | 66.925 | 67.222 |
| Cost of goods sold | -245.826 | -203.020 | -54.208 | -55.339 | |
| Gross profit | 92.539 | 87.533 | 12.717 | 11.883 | |
| Administration expenses | -13.753 | -13.538 | -8.956 | -9.092 | |
| Selling, Distribution & Marketing expenses | -14.816 | -12.052 | -4.701 | -4.107 | |
| Research & Development expenses | -1.667 | -1.625 | -954 | -1.139 | |
| Other operating income | 20 | 3.229 | 1.075 | 12.148 | 11.128 |
| Other |
2.308 | -196 | |||
| -3 | |||||
| Operating Profit | 67.837 | 61.197 | 10.254 | 8.673 | |
| Dividend income | 20 | 3.027 | |||
| Finance costs | 17 | -7.064 | -2.853 | -919 | -593 |
| Profit before taxation | 60.773 | 58.344 | 9.335 | 11.107 | |
| Taxation | -16.381 | -16.633 | -2.903 | -3.6 09 |
|
| Profit after taxation | 44.392 | 41.711 | 6.432 | 7.498 | |
| Attributable to: | |||||
| Minority interest | 1.829 | 1.060 | |||
| Shareholders of the Company | 42.563 | 40.651 | 6.432 | 7.498 | |
| Basic Earnings per share (in € per share) | 21 | 1,0596 | 1,0163 | 0,1601 | 0,1875 |
| Diluted Earnings per share (in € per share) | 21 | 1,0577 | 1,0163 | 0,1598 | 0,1875 |
| Depreciation | 11.707 | 10.064 | 1.828 | 2.108 | |
| Earnings before interest, tax, depreciation and amortization and invested results |
79.547 | 71.261 | 12.082 | 10.781 |
Note:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in € 000's | ||||
| From 01 / 04 'till | From 01 / 04 'till | |||
| 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 | |
| Sales | 176.024 | 156.623 | 32.818 | 34.298 |
| Cost of goods sold | -129.178 | -109.102 | -26.971 | -28.174 |
| Gross profit | 46.846 | 47.521 | 5.847 | 6.124 |
| Administration expenses | -6.899 | -7.090 | -4.318 | -4.681 |
| Selling, Distribution & Marketing expenses | -6.821 | -6.681 | -1.993 | -1.947 |
| Research & Development expenses | -910 | -918 | -438 | -590 |
| Other operating income | 629 | 464 | 6.311 | 5.557 |
| Other ains |
2.271 | -17 | ||
Gains from restructuring activities |
||||
| Operating Profit | 35.116 | 33.279 | 5.409 | 4.463 |
| Dividend income | ||||
| Finance costs | -3.382 | -1.696 | -817 | -304 |
| Profit before income tax | 31.734 | 31.583 | 4.592 | 4.159 |
| Income tax expense | -8.547 | -9.021 | -1.432 | -1.143 |
| Profit for the year after income tax expenses | 23.187 | 22.562 | 3.160 | 3.016 |
| Attributable to: | ||||
| Minority interest | 1.413 | 639 | ||
| Shareholders of the Company | 21.774 | 21.923 | 3.160 | 3.016 |
| Basic Earnings per share (in € per share) | 0,54 | 0,55 | 0,08 | 0,08 |
| Diluted Earnings per share (in € per share) | 0,54 | 0,55 | 0,08 | 0,08 |
| Depreciation | 5.905 | 5.171 | 904 | 995 |
| Earnings before interest, tax, depreciation and | ||||
| amortization and invested results | 41.021 | 38.450 | 6.313 | 5.458 |
| Retained | Total | ||||||
|---|---|---|---|---|---|---|---|
| earnings / | Shareholders | Minority | |||||
| Share capital | Share premium | Other reserves | Equity | Interest | Total | ||
| Balance 01/01/2007 | 40.000 | 6.846 | 25.599 | 69.957 | 142.402 | 19.843 | 162.245 |
| Profit for the period | 40.651 | 40.651 | 1.060 | 41.711 | |||
| Currency Translation differences | -2.585 | 3.971 | 1.386 | -466 | 920 | ||
| Comprehensive Income | -2.585 | 44.622 | 42.037 | 594 | 42.631 | ||
| Dividends to Company's shareholders | -12.800 | -12.800 | -12.800 | ||||
| Net income recognized directly in equity | -3 | -3 | -3 | ||||
| Transfer from / to Reseves | 1.855 | -1.855 | |||||
| Balance 30/06/2007 | 40.000 | 6.846 | 24.869 | 99.921 | 171.636 | 20.437 | 192.073 |
| Balance 01/07/2007 | 40.000 | 6.846 | 24.869 | 99.921 | 171.636 | 20.437 | 192.073 |
| Profit for the period | 4.804 | 4.804 | 1.412 | 6.216 | |||
| Currency Translation differences | -1.421 | -3.088 | -4.509 | 939 | -3.570 | ||
| Total Income | -1.421 | 1.716 | 295 | 2.351 | 2.646 | ||
| Dividends to minorities | -310 | -310 | |||||
| Shares issued to employees exercising | |||||||
| stock options | 135 | 2.834 | -2.376 | 593 | 593 | ||
| Stock option reserve | 4.072 | 4.072 | 4.072 | ||||
| Transfer from / to tax-free reserve | -3.993 | 3.338 | -655 | -655 | |||
| Net income recognized directly in equity | 1.096 | 1.096 | 1.096 | ||||
| Balance 31/12/2007 | 40.135 | 9.680 | 21.151 | 106.071 | 177.037 | 22.478 | 199.515 |
| Balance 01/01/2008 | 40.135 | 9.680 | 21.151 | 106.071 | 177.037 | 22.478 | 199.515 |
| Profit for the period | 42.563 | 42.563 | 1.829 | 44.392 | |||
| Currency Translation differences | -7.582 | 1.906 | -5.676 | -1.030 | -6.706 | ||
| Comprehensive Income | -7.582 | 44.469 | 36.887 | 799 | 37.68 6 |
||
| Dividends to Company's shareholders | -15.276 | -15.276 | -15.276 | ||||
| Dividends to minorities | -119 | -119 | |||||
| Shares issued to employees exercising | |||||||
| stock options | 66 | 1.369 | -1.369 | 66 | 66 | ||
| Stock option reserve | 246 | 24 6 |
246 | ||||
| Minority interests arising on acquisitions | -1.363 | -1.363 | |||||
| Transfer from / to Reserves | 1.953 | -1.953 |
The notes on pages7 to 26 are an integral part of the financial statements
Balance 30/06/2008 40.201 11.049 14.399 133.311 198.960 21.79
5 220.755
| Retained | |||||
|---|---|---|---|---|---|
| earnings / | |||||
| Share capital | Share premium | Other reserves | Total | ||
| Balance 01/01/2007 | 40.000 | 6.846 | 23.285 | 15.526 | 85.657 |
| Profit for the period | 7.498 | 7.498 | |||
| Comprehensive Income | 7.498 | 7.498 | |||
| Dividends to Company's shareholders | -12.800 | -12.800 | |||
| Net income recognized directly in equity | -3 | -3 | |||
| Transfer from / to Reserves | 1.855 | -1.855 | |||
| Balance 30/06/2007 | 40.000 | 6.846 | 25.140 | 8.366 | 80.352 |
| Balance 01/07/2007 | 40.000 | 6.846 | 25.140 | 8.366 | 80.352 |
| Profit for the period | 10.053 | 10.053 | |||
| Total Income | 10.053 | 10.053 | |||
| Shares issued to employees exercising | |||||
| stock options | 135 | 2.834 | -2.376 | 593 | |
| Stock option reserve | 4.072 | 4.072 | |||
| Transfer from / to tax-free reserve | -3.993 | 3.338 | -655 | ||
| Net income/ |
|||||
| equity | 1.096 | 1.096 | |||
| Balance 31/12/2007 | 40.13 5 |
9.680 | 22.843 | 22.853 | 95.511 |
| Balance 01/01/2008 | 40.135 | 9.680 | 22.843 | 22.853 | 95.511 |
| Balance 01/01/2008 | 40.135 | 9.680 | 22.843 | 22.853 | 95.511 |
|---|---|---|---|---|---|
| Profit for the period | 6.432 | 6.432 | |||
| Comprehensive Income | 6.432 | 6.432 | |||
| Dividends to Company's shareholders | -15.276 | -15.276 | |||
| Shares issued to employees exercising | |||||
| stock options | 66 | 1.369 | -1.369 | 66 | |
| Stock option reserve | 246 | 24 6 |
|||
| Transfer from / to Reserves | 1.953 | -1.953 | |||
| Balance 30/06/2008 | 40.201 | 11.049 | 23.67 3 |
12.056 | 86.979 |
in € 000's
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| No | From 01/01 to | ||||
| te | 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 | |
| Cash Flow from operating activities | |||||
| Profit before tax | 60.773 | 58.344 | 9.335 | 11.107 | |
| Adjustments for: | |||||
| Depreciation | 11.707 | 10.064 | 1.828 | 2.108 | |
| Provisions | 2.498 | 2.922 | 605 | 902 | |
| -2.316 | 219 | ||||
| Dividend income | -3.027 | ||||
| Exchange differences | -7.300 | -1.951 | |||
| Changes in Working Capital: | |||||
| Decrease / (increase) of inventories | 20.085 | 14.818 | 6.149 | 8.804 | |
| Decrease / (increase) of trade debtors | -108.108 | -88.361 | -19.380 | -18.154 | |
| Decrease / (increase) of Intergroup receivables | -14.430 | -11.984 | |||
| Decrease / (increase) of other receivables | -1.730 | 7.626 | 724 | 7.435 | |
| Decrease / (increase) of other long term receivables | 805 | 1.075 | 1.051 | 974 | |
| (Decrease) / increase of suppliers | 7.654 | 17.804 | 145 | 3.505 | |
| (Decrease) / increase of Intergroup payables | -5.256 | 4.206 | |||
| (Decrease) / increase of other liabilities (except borrowing) | 5.256 | -4.583 | -829 | 1.373 | |
| Less: | |||||
| Income tax paid | -11.559 | -10.003 | -1.002 | -2.022 | |
| (a) Net cash generated from operating activities | -22.235 | 7.974 | -21.060 | 5.227 | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 6 | -11.156 | -15.284 | -445 | -474 |
| Purchase of intangible assets | 7 | -1.251 | -848 | -662 | -503 |
| Investmensts in subsidiaries | 14 | -13.750 | |||
| Acquisition of subsidiary net of cash acquired | 23 | -14.881 | |||
| Proceeds from disposal of property, plant, equipment and | |||||
| intangible assets | 4.699 | 1.346 | |||
| Dividend income | 3.027 | ||||
| (b) Net cash generated from investing activities | -22.589 | -14.786 | -14.857 | 2.050 | |
| Net cash generated from operating and investing activities | -44.824 | -6.812 | -35.917 | 7.277 | |
| Cash Flow from financing activities | |||||
| Increase / (decrease) of borrowing | 63.469 | 17.972 | 52.338 | 3.748 | |
| Dividends paid to Company's shareholders | -15.275 | -12.822 | -15.275 | -12.822 | |
| Dividends & Share Capital paid to minority interest | -119 | ||||
| Proceeds from issue of shares to employees | 15 | 66 | 66 | ||
| (c) Net cash generated from financing activities | 48.141 | 5.150 | 37.129 | -9.074 | |
| Net increase / (decrease) in cash and cash equivalents | |||||
| (a) + (b) + (c) | 3.317 | -1.662 | 1.212 | -1.797 | |
| Cash and cash equivalents at the beginning of the year | 17.313 | 18.220 | 3.806 | 2.271 | |
| Cash and cash equivalents at the end of the year | 20.630 | 16.558 | 5.018 | 474 |
These financial statements include the 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").
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
These financial statements were approved by the Board of Directors on the 30th of July 2008.
This condensed interim financial information for the three months ended 30 June 2008 has been prepared in accordance with IAS 34, 'Interim financial reporting'. The interim condensed financial report should be read in conjunction with the annual financial statements for the year ended 31 December 2007 that is available on the company's web page www.frigoglass.com
The accounting policies adopted in preparing this condensed interim financial information are consistent with those described in the Company and Group annual financial statements for the year ended 31 December 2007.
There have been no changes in the accounting policies used from those that were used for the preparation of the annual financial statements prepared by the Company and the Group for the year ended 31 December 2007.
This condensed interim financial information has been prepared under the historical cost convention except for the financial derivatives which are recognized on the basis of fair value in the Income Statement.
The preparation of the 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. Moreover, it requires the use of estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of interim financial information and the reported income and expense amounts during the reporting period. Although these estimates and judgments are based on the best possible knowledge of Management with respect to the current conditions and activities, the actual results can eventually differ from these estimates.
Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current reporting period and subsequent reporting periods. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
No new standards have been issued that are mandatory for the current financial year end.
This interpretation is effective for annual periods beginning on or after 1 March 2007 and clarifies the treatment where employees of a subsidiary receive the shares of a parent. It also clarifies whether certain types of transactions are accounted for as equity-settled or cash-settled transactions. This interpretation is not expected to have any impact on the Group's financial statements.
This interpretation is effective for annual periods beginning on or after 1 January 2008 and applies to companies that participate in service concession arrangements. This interpretation is not relevant to the Group's operations.
This interpretation is effective for annual periods beginning on or after 1 January 2008 and applies to post-employment and other long-term employee defined benefit plans. The interpretation clarifies when refunds or reductions in future contributions should be regarded as available, how a minimum funding requirement might affect the availability of reductions in future contributions and when a minimum funding requirement might give rise to a liability. As the Group does not operate any such benefit plans for its employees, this interpretation is not relevant to the Group.
This standard is effective for annual periods beginning on or after 1 January 2009 and supersedes IAS 14, under which segments were identified and reported based on a risk and return analysis. Under IFRS 8 segments are components of an entity regularly reviewed by the entity's chief operating decision maker and are reported in the financial statements based on this internal component classification. The Group will apply IFRS 8 from 1 January 2009.
This standard is effective for annual periods beginning on or after 1 January 2009 and replaces the previous version of IAS 23. The main change is the removal of the option of immediately recognising as an expense borrowing costs that relate to assets that need a substantial period of time to get ready for use or sale. The Group will apply IAS 23 from 1 January 2009.
IAS 1 has been revised to enhance the usefulness of information presented in the financial statements and is effective for annual periods beginning on or after 1 January 2009. The key changes are: the requirement that the statement of changes in equity include only transactions with shareholders, the introduction of a new statement of comprehensive income that combines all items of income and expense recognised in profit or loss together with "other comprehensive income", and the requirement to present restatements of financial statements or retrospective application of a new accounting policy as at the beginning of the earliest comparative period. The Group will apply these amendments and make the necessary changes to the presentation of its financial statements in 2009.
The amendment, effective for annual periods beginning on or after 1 January 2009, clarifies the definition of "vesting condition" by introducing the term "non-vesting condition" for conditions other than service conditions and performance conditions. The amendment also clarifies that the same accounting treatment applies to awards that are effectively cancelled by either the entity or the counterparty. The Group does not expect that these amendments will have an impact on its financial statements.
A revised version of IFRS 3 Business Combinations and an amended version of IAS 27 Consolidated and Separate Financial Statements are effective for annual periods beginning on or after 1 July 2009. The revised IFRS 3 introduces a number of changes in the accounting for business combinations which will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future reported results. Such changes include the expensing of acquisition-related costs and recognizing subsequent changes in fair value of contingent consideration in the profit or loss. The amended IAS 27 requires that a change in ownership interest of a subsidiary to be accounted for as an equity transaction. Furthermore the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes introduced by these standards must be applied prospectively and will affect future acquisitions and transactions with minority interests. The Group will apply these changes form their effective date.
The amendment to IAS 32 requires certain puttable financial instruments and obligations arising on liquidation to be classified as equity if certain criteria are. The amendment to IAS 1 requires disclosure of certain information relating to puttable instruments classified as equity. Both amendments are effective for annual periods beginning on or after 1 January 2009. The Group does not expect these amendments to impact the financial statements of the Group.
This interpretation is effective for annual periods beginning on or after 1 July 2008 and clarifies the treatment of entities that grant loyalty award credits such as ''points'' and ''travel miles'' to customers who buy other goods or services. This interpretation is not relevant to the Group's operations.
This interpretation is effective for annual periods beginning on or after 1 January 2009 and addresses the diversity in accounting for real estate sales. Some entities recognise revenue in accordance with IAS 18 (i.e. when the risks and rewards in the real estate are transferred) and others recognise revenue as the real estate is developed in accordance with IAS 11. The interpretation clarifies which standard should be applied to particular. This interpretation is not relevant to the Group's operations.
This interpretation is effective for annual periods beginning on or after 1 October 2008 and applies to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and qualifies for hedge accounting in accordance with IAS 39. The interpretation provides guidance on how an entity should determine the amounts to be reclassified from equity to profit or loss for both the hedging instrument and the hedged item. This interpretation is not relevant to the Group as the Group does not apply hedge accounting for any investment in a foreign operation.
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.
The Group is subject to income taxes in numerous jurisdictions. 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.
The calculation of the goodwill arising on the acquisition of SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. (Constantinople, Turkey) has been made provisionally based on the carrying amounts at the date of the acquisition (note 23).
There are no areas that Management required to make critical judgements in applying accounting policies.
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
1. Ice Cold Merchandise ( ICM ) Operation, 2. Glass Operation, 3. Plastics Operation & Crowns
1. Europe, 2. Africa, 3. Asia & Oceania
The consolidated balance sheet and profit & loss accounts per business and geographical segments are described below:
| Profit & Loss Account analysis | |||||
|---|---|---|---|---|---|
| Period end: | 30/06/2008 | ||||
| Crowns | Total | ||||
| ICM | Glass | Plastics | Interdivision | Continuing | |
| Other | Eliminations | Operations | |||
| Sales | 305.376 | 21.707 | 12.334 | -1.052 | 338.365 |
| Operating Profit | 59.678 | 4.141 | 4.018 | 67.837 | |
| Finance costs | -7.064 | ||||
| Taxation | -16.381 | ||||
| Profit for the year | 44.392 | ||||
| Depreciation | 7.499 | 3.521 | 687 | 11.707 | |
| Gains / |
|||||
| Activities | -3 | -3 | |||
| Impairment of Trade Receivables | 23 | 84 | 107 | ||
| Impairment of Inventory | 239 | 239 |
| Period end: | 30/06/2007 | ||||
|---|---|---|---|---|---|
| Crowns | Total | ||||
| ICM | Glass | Plastics | Interdivision | Continuing | |
| Other | Eliminations | Operations | |||
| Sales | 260.839 | 18.154 | 12.750 | -1.190 | 290.553 |
| Operating Profit | 57.510 | 2.638 | 1.049 | 61.197 | |
| Finance costs | -2.853 | ||||
| Taxation | -16.633 | ||||
| Profit for the year | 41.711 | ||||
| Depreciation | 6.107 | 2.910 | 1.047 | 10.064 | |
| Gains / Activities |
|||||
| Impairment of Trade Receivables | 104 | 104 |
Impairment of Inventory 106 28 134
| Period end: | 30/06/2008 | ||||
|---|---|---|---|---|---|
| Crowns | Total | ||||
| ICM | Glass | Plastics | Continuing | ||
| Other | Operations | ||||
| Total Assets | 428.494 | 68.135 | 31.817 | 528.446 | |
| Total Liabilities | 260.692 | 23.117 | 23.882 | 307.691 | |
| Capital Expenditure | 7.690 | 3.542 | 1.175 | 12.407 | |
| Note 6 & 7 | |||||
| Period end: | 31/12/2007 | ||||
| Crowns | Total | ||||
| ICM | Glass | Plastics | Continuing | ||
| Other | Operations | ||||
| Total Assets | 282.935 | 70.285 | 31.332 | 384.552 | |
| Total Liabilities | 133.553 | 25.345 | 26.139 | 185.037 | |
| Capital Expenditure | 29.970 | 22.456 | 2.212 | 54.638 |
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, receivables and operating cash.
Segment liabilities comprise operating liabilities. Capital Expenditure comprises additions to property, plant equipment & intangible assets.
| Period end: | 30/06/2008 | 31/12/2007 |
|---|---|---|
| Total Assets | ||
| Europe | 307.108 | 220.376 |
| Africa | 111.391 | 115.317 |
| Asia & Oceania | 109.947 | 48.859 |
| Total | 528.446 | 384.552 |
| Capital Expenditure | ||
| Europe | 4.922 | 16.520 |
| Africa | 4.284 | 24.423 |
| Asia & Oceania | 3.201 | 13.695 |
| Total | 12.407 | 54.638 |
Sales are allocated based on the country in which the customers of the Group are located. Total Assets are allocated based on where the assets are located. Capital Expenditure is allocated based on where the assets are located.
| Continuing Operations | Consolidated | |
|---|---|---|
| 2008 | 2007 | |
| ICM Operation: | ||
| Europe | 242.105 | 221.862 |
| Africa / Middle East | 36.712 | 24.591 |
| Asia | 26.505 | 14.345 |
| Other Countries | 54 | 41 |
| Total | 305.376 | 260.839 |
| Glass Operation: | ||
| Africa / Middle East | 21.707 | 18.154 |
| Total | 21.707 | 18.154 |
| Plastics Operation, Crowns & Other: | ||
| Europe | 4.241 | 2.875 |
| Africa / Middle East | 8.093 | 9.875 |
| Total | 12.334 | 12.750 |
| Interdivision Eliminations | -1.052 | -1.190 |
| Total Sales | 338.365 | 290.553 |
| 2008 | 2007 | |||
|---|---|---|---|---|
| Total Sales | ||||
| Europe | 246.346 | 224.737 | 31.220 | 26.446 |
| Africa / Middle East | 66.512 | 52.620 | 15.112 | 10.966 |
| Asia | 26.505 | 14.345 | 480 | 825 |
| Other Countries | 54 | 41 | ||
| Interdivision Eliminations | -1.052 | -1.190 | 20.113 | 28.985 |
| Total Sales | 338.365 | 290.553 | 66.925 | 67.222 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| 2008 | 2007 | |||||
in € 000's
| For the period ended June 2008 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture and |
|
|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixture | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2008 | 5.549 | 62.526 | 166.984 | 3.919 | 10.469 | 249.447 |
| Additions | 516 | 6.364 | 295 | 547 | 7.722 | |
| Advances & Construction in Progress | 400 | 3.013 | 13 | 8 | 3.434 | |
| Arising on acquisitions (Note 23) | 3.368 | 8.851 | 30.952 | 290 | 1.715 | 45.176 |
| Disposals | -199 | -9.391 | -381 | -60 | -10.031 | |
| Transfer to / from & reclassification | 343 | -374 | 31 | |||
| Exchange Differences | -341 | -884 | -10.558 | -156 | -436 | -12.375 |
| Closing Balance on 30/06/2008 | 8.576 | 71.553 | 186.990 | 4.011 | 12.243 | 283.373 |
| Accumulated Depreciation | ||||||
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2008 | 20 | 12.709 | 76.293 | 2.527 | 7.528 | 99.077 |
| Additions | 1.382 | 7.757 | 228 | 683 | 10.050 | |
| Arising on acquisitions (Note 23) | 501 | 14.276 | 265 | 990 | 16.032 | |
| Disposals | -116 | -7.203 | -289 | -40 | -7.648 | |
| Transfer to / from & reclassification | ||||||
| Exchange Differences | -207 | -6.190 | -80 | -458 | -6.935 | |
| Closing Balance on 30/06/2008 | 20 | 14.269 | 84.933 | 2.651 | 8.703 | 110.576 |
| Net Book Value on 30/06/2008 | 8.556 | 57.284 | 102.057 | 1.360 | 3.540 | 172.797 |
| For the period ended | Building & | Machinery | Furniture | |||
|---|---|---|---|---|---|---|
| December 2007 | Land | Technical | Technical | Motor | and | |
| Works | Installation | Vehicles | Fixture | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2007 | 6.723 | 54.702 | 128.177 | 3.809 | 8.999 | 202.410 |
| Additions | 4.195 | 14.669 | 522 | 1.668 | 21.054 | |
| Advances & Construction in Progress | 4.980 | 26.420 | 3 | 31.403 | ||
| Disposals | -1.038 | -758 | -1.818 | -450 | -181 | -4.245 |
| Transfer to / from & reclassification | -34 | -90 | 71 | 53 | ||
| Exchange Differences | -136 | -559 | -374 | -33 | -73 | -1.175 |
| Closing Balance on 31/12/2007 | 5.549 | 62.526 | 166.984 | 3.919 | 10.469 | 249.447 |
| Accumulated Depreciation | |||||||
|---|---|---|---|---|---|---|---|
| Open Balance on 01/01/2007 | 12 | 10.743 | 65.396 | 2.502 | 6.722 | 85.375 | |
| Additions | 8 | 2.270 | 12.850 | 474 | 1.026 | 16.628 | |
| Disposals | -83 | -1.805 | -424 | -176 | -2.488 | ||
| Transfer to / from & reclassification | -6 | 6 | |||||
| Exchange Differences | -221 | -142 | -25 | -50 | -438 | ||
| Closing Balance on 31/12/2007 | 20 | 12.709 | 76.293 | 2.527 | 7.528 | 99.077 | |
| Net Book Value on 31/12/2007 | 5.529 | 49.817 | 90.691 | 1.392 | 2.941 | 150.370 |
The total value of pledged group assets as at 30/06/2008 was €16.1 m. (31/12/2007: € 15.8 m. )
in € 000's
| For the period ended June 2008 |
Goodwill | Development | Patterns & Trade |
Software & Other Intangible |
|
|---|---|---|---|---|---|
| Costs | Marks | Assets | Total | ||
| Historic Cost | |||||
| Open Balance on 01/01/2008 | 12.441 | 704 | 7.969 | 21.114 | |
| Additions | 840 | 411 | 1.251 | ||
| Advances & Construction in Progress | |||||
| Arising on acquisitions (Note 23) | 23.267 | 1.051 | 563 | 24.881 | |
| Disposals | |||||
| Transfer to /from and reclassification | |||||
| Exchange Differences | -187 | 25 | 45 | -117 | |
| Closing Balance on 30/06/2008 | 23.267 | 14.145 | 729 | 8.988 | 47.129 |
| Accumulated Depreciation | |||||
|---|---|---|---|---|---|
| Open Balance on 01/01/2008 | 9.365 | 704 | 5.615 | 15.684 | |
| Additions | 607 | 513 | 1.120 | ||
| Arising on acquisitions (Note 23) | 449 | 449 | |||
| Disposals | |||||
| Transfer to /from and reclassification | |||||
| Exchange Differences | -68 | 25 | -59 | -102 | |
| Closing Balance on 30/06/2008 | 9.904 | 729 | 6.518 | 17.151 | |
| Net Book Value on 30/06/2008 | 23.267 | 4.241 | 2.470 | 29.978 |
| For the period ended December 2007 |
Goodwill | Development | Patterns & Trade |
Software & Other Intangible |
|
|---|---|---|---|---|---|
| Costs | Marks | Assets | Total | ||
| Historic Cost | |||||
| Open Balance on 01/01/2007 | 11.439 | 683 | 6.835 | 18.957 | |
| Additions | 343 | 1.140 | 1.483 | ||
| Advances & Construction in Progress | 698 | 698 | |||
| Disposals | 3 | -3 | |||
| Transfer to /from and reclassification | 4 | -7 | -3 | ||
| Exchange Differences | -46 | 21 | 4 | -21 | |
| Closing Balance on 31/12/2007 | 12.441 | 704 | 7.969 | 21.114 | |
| Accumulated Depreciation | |||||
| Open Balance on 01/01/2007 | 8.267 | 683 | 4.824 | 13.774 | |
| Additions | 1.141 | 785 | 1.926 | ||
| Disposals | -3 | -3 | |||
| Transfer to /from and reclassification | 10 | -7 | 3 | ||
| Exchange Differences | -53 | 21 | 16 | -16 | |
| Closing Balance on 31/12/2007 | 9.365 | 704 | 5.615 | 15.684 | |
| Net Book Value on 31/12/2007 | 3.076 | 2.354 | 5.430 |
in € 000's
| For the period ended June 2008 |
Land | Building & Technical |
Machinery Technical |
Motor | Furniture and |
|
|---|---|---|---|---|---|---|
| Works | Installation | Vehicles | Fixture | Total | ||
| Historic Cost | ||||||
| Open Balance on 01/01/2008 | 303 | 8.875 | 15.659 | 344 | 3.304 | 28.485 |
| Additions | 33 | 303 | 11 | 98 | 445 | |
| Advances & Construction in Progress | ||||||
| Intergroup Purchases/ |
-12 | -12 | ||||
| Disposals | ||||||
| Closing Balance on 30/06/2008 | 303 | 8.908 | 15.950 | 355 | 3.402 | 28.918 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2008 | 1.525 | 11.190 | 272 | 2.639 | 15.626 | |
| Additions | 205 | 547 | 12 | 188 | 952 | |
| Disposals | ||||||
| Intergroup Purchases/ |
-12 | -12 | ||||
| Closing Balance on 30/06/2008 | 1.730 | 11.725 | 284 | 2.827 | 16.566 | |
| Net Book Value on 30/06/2008 | 303 | 7.178 | 4.225 | 71 | 575 | 12.352 |
| For the period ended | Building & | Machinery | Furniture | |||
|---|---|---|---|---|---|---|
| December 2007 | Land | Technical Works |
Technical Installation |
Motor Vehicles |
and Fixture |
Total |
| Historic Cost | ||||||
| Open Balance on 01/01/2007 | 303 | 8.789 | 15.176 | 347 | 2.995 | 27.610 |
| Additions | 66 | 875 | 15 | 303 | 1.259 | |
| Advances & Construction in Progress | 20 | 20 | ||||
| Intergroup Purchases/ |
-384 | 6 | -378 | |||
| Disposals | -8 | -18 | -26 | |||
| Closing Balance on 31/12/2007 | 303 | 8.875 | 15.659 | 344 | 3.304 | 28.485 |
| Accumulated Depreciation | ||||||
| Open Balance on 01/01/2007 | 1.120 | 9.920 | 267 | 2.299 | 13.606 | |
| Additions | 405 | 1.353 | 23 | 340 | 2.121 | |
| Disposals | -8 | -18 | -26 | |||
| Intergroup Purchases/ |
-75 | -75 | ||||
| Closing Balance on 31/12/2007 | 1.525 | 11.190 | 272 | 2.639 | 15.626 | |
| Net Book Value on 31/12/2007 | 303 | 7.350 | 4.469 | 72 | 665 | 12.859 |
There are no pledged assets for the parent company.
| Note 7- | Parent Company | Intangible assets |
|---|---|---|
| in € 000's | |
|---|---|
| -- | ------------ |
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| June 2008 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2008 | 8.660 | 35 | 5.511 | 14.206 |
| Additions | 454 | 208 | 662 | |
| Advances & Construction in Progress | ||||
| Disposals | ||||
| Closing Balance on 30/06/2008 | 9.114 | 35 | 5.719 | 14.868 |
| Accumulated Depreciation | ||||
| Open Balance on 01/01/2008 | 6.547 | 35 | 4.186 | 10.768 |
| Additions | 392 | 294 | 686 | |
| Disposals | ||||
| Closing Balance on 30/06/2008 | 6.939 | 35 | 4.480 | 11.454 |
| Net Book Value on 30/06/2008 | 2.175 | 1.239 | 3.414 |
| For the period ended | Patterns & | Software & | ||
|---|---|---|---|---|
| December 2007 | Development | Trade | Other Intangible | |
| Costs | Marks | Assets | Total | |
| Historic Cost | ||||
| Open Balance on 01/01/2007 | 8.052 | 35 | 4.982 | 13.069 |
| Additions | 92 | 532 | 624 | |
| Advances & Construction in Progress | 513 | 513 | ||
| Disposals | 3 | -3 | ||
| Transfer to / from & reclassification | ||||
| Closing Balance on 31/12/2007 | 8.660 | 35 | 5.511 | 14.206 |
| Accumulated Depreciation | ||||||
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2007 | 5.636 | 35 | 3.635 | 9.306 | ||
| Additions | 911 | 554 | 1.465 | |||
| Disposals | -3 | -3 | ||||
| Closing Balance on 31/12/2007 | 6.547 | 35 | 4.186 | 10.768 | ||
| Net Book Value on 31/12/2007 | 2.113 | 1.325 | 3.438 |
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| Note 8 - | Inventories | ||||
| Inventories | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 | |
| Raw Materials | 69.222 | 59.735 | 5.141 | 5.415 | |
| Work in progress | 4.570 | 4.130 | 224 | 232 | |
| Finished goods | 38.916 | 58.788 | 3.853 | 9.721 | |
| Less: Provisions | -6.714 | -6.408 | -423 | -423 | |
| Total Inventories | 105.994 | 116.245 | 8.795 | 14.945 |
| Trade Debtors | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
|---|---|---|---|---|
| Trade Debtors | 164.421 | 54.941 | 24.724 | 5.350 |
| Less: Provisions for impairment of receivables | -3.072 | -2.323 | -289 | -295 |
| Total Trade Debtors | 161.349 | 52.618 | 24.435 | 5.055 |
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.
Management does not expect any losses from non performance of trade debtors ( other than provides for )
| Analysis of Provisions : | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
|---|---|---|---|---|
| Open Balance on 01/01 | 2.323 | 2.231 | 295 | 309 |
| Additions during the period | 104 | 370 | ||
| Unused amounts reversed | -10 | -142 | -6 | |
| Total Charges to Income Statement | 94 | 228 | -6 | |
| Realised during the period | -56 | -142 | -14 | |
| Arising from acquisitions | 844 | |||
| Exchange differences | -133 | 6 | ||
| Closing Balance on 31/12 | 3.072 | 2.323 | 289 | 295 |
| Other Debtors | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
|---|---|---|---|---|
| VAT Receivable | 12.738 | 9.921 | 470 | 1.342 |
| Advances & Prepayments | 5.069 | 5.710 | 246 | 102 |
| Other Debtors | 7.203 | 5.027 | 36 | 32 |
| Total Other Debtors | 25.010 | 20.658 | 752 | 1.476 |
The fair value of other debtors closely approximate their carrying value.
| Note 11- | Cash & Cash Equivalents |
|---|---|
| Cash & Cash equivalents | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
|---|---|---|---|---|
| Cash at bank and in hand | 118 | 753 | 4 | 597 |
| Short term bank deposits | 20.512 | 16.560 | 5.014 | 3.209 |
| Total Cash & Cash equivalents | 20.630 | 17.313 | 5.018 | 3.806 |
The effective interest rate on short term bank deposits for June 2008 : 4.3% ( December 2007: 4.28% )
| Other Creditors | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
|---|---|---|---|---|
| Taxes and duties payable | 3.579 | 2.046 | 351 | 349 |
| VAT Payable | 3.861 | 779 | 311 | |
| Social security insurance | 1.758 | 1.438 | 571 | 900 |
| Dividends payable | 69 | 211 | 69 | 68 |
| Customers' advances | 1.377 | 9.813 | 2.950 | |
| Accrued Expenses | 21.545 | 17.368 | 4.633 | 2.312 |
| Other Creditors | 4.226 | 4.284 | 463 | 648 |
| Total Other Creditors | 36.415 | 35.939 | 6.398 | 7.227 |
The fair value of other creditors closely approximate their carrying value.
| Note 13 - | Non Current & Current Borrowings | |||
|---|---|---|---|---|
| in € 000's | Consolidated | Parent Company | ||
| Non Current Borrowings | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
| Bank Loans | 2.664 | 2.810 | ||
| Total Non Current Borrowings | 2.664 | 2.810 | ||
| Current Borrowings | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
| Bank overdrafts | 15.736 | 19.854 | ||
| Bank Loans | 150.386 | 42.368 | 52.338 | |
| Total Current Borrowings | 166.122 | 62.222 | 52.338 | |
| Total Borrowings | 168.786 | 65.032 | 52.338 | |
| The maturity of Non Current | ||||
| Borrowings | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
| Between 1 & 2 years | 868 | 1.014 | ||
| Between 2 & 5 years | 427 | 427 | ||
| Over 5 years | 1.369 | 1.369 | ||
| Total Non Current Borrowings | 2.664 | 2.810 | ||
| Effective interest rates at the balance | ||||
| sheet date of: | 30/06/2008 | 31/12/2007 | 30/06/2008 | 31/12/2007 |
| Non current borrowings | 8,89% | 10,03% | ||
| Bank overdrafts | 5,85% | 5,90% | ||
| Current borrowings | 5,66% | 7,04% | 5,70% | |
| The Foreign Currency exposure of Bank borrowings is as follows: | ||||
| 30/06/2008 | 31/12/2007 |
| 30/06/2008 | 31/12/2007 | ||||||
|---|---|---|---|---|---|---|---|
| Current Borrowings |
Non Current Borrowings |
Total | Current Borrowings |
Non Current Borrowings |
Total | ||
| Consolidated | Consolidated | ||||||
| -EURO | 149.536 | 149.536 | 36.810 | 36.810 | |||
| -USD | 6.161 | 6.161 | 8.608 | 8.608 | |||
| -PLN | 4.582 | 4.582 | 3.018 | 3.018 | |||
| -NAIRA | 685 | 15 | 700 | 8.814 | 16 | 8.830 | |
| -NOK | 228 | 1.910 | 2.138 | 142 | 1.923 | 2.065 | |
| -INR | 4.930 | 739 | 5.669 | 4.830 | 871 | 5.701 | |
| Total | 166.122 | 2.664 | 168.786 | 62.222 | 2.810 | 65.032 | |
| Parent Company | Parent Company | ||||||
| -EURO -USD |
52.338 | 52.338 | |||||
| Total | 52.338 | 52.338 |
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 30/06/2008 was €16.1 m. (31/12/2007: € 15.8 m. ) There are no pledged assets for the parent company.
The increase in borrowings on 30/06/2008 compared to 31/12/2007 is due to the acquisition of SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. (note 23) as well as due to the fact that the Group's operations exhibit seasonality, consequently the level of the working capital required during the first half varies significantly compared to 31/12/2007.
| in € 000's | ||||
|---|---|---|---|---|
| 30/06/2008 | 31/12/2007 | |||
| Provision for | ||||
| impairment of | ||||
| Companies | Historic Cost | investments | Net Book Value Net Book Value | |
| Coolinvest Holding Limited (Cyprus) | 24.396 | -4.670 | 19.726 | 19.726 |
| Frigorex Cyprus Limited (Cyprus) | 482 | 482 | 482 | |
| Letel Holding Limited (Cyprus) | 60.254 | -41.743 | 18.511 | 18.511 |
| Nigerinvest Holding Limited (Cyprus) | 7.384 | -1.209 | 6.175 | 6.175 |
| Frigoglass (Guangzhou) Ice Cold Equipment Co,. Ltd. | 14.887 | 14.887 | 14.887 | |
| Global European Holdings B.V. | 13.750 | 13.750 | ||
| Total | 121.153 | -47.622 | 73.531 | 59.781 |
The subsidiaries of the Group, the nature of their operation and their shareholding status as at 30/06/2008 are described below:
Note 14 - Parent Company Investments in subsidiaries
| Country of | Consolidation | Group | ||
|---|---|---|---|---|
| Companies | incorporation | Nature of the operation | Method | Percentage |
| Frigoglass S.A.I.C - Parent Company | Hellas | Ice Cold Merchandisers | Parent Company | |
| Frigoglass Romania SRL | Romania | Ice Cold Merchandisers | Full | 100% |
| Frigorex Indonesia PT | Indonesia | Ice Cold Merchandisers | Full | 100% |
| Frigoglass South Africa Ltd | S. Africa | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Eurasia LLC | Eurasia | Ice Cold Merchandisers | Full | 100% |
| Frigoglass (Guangzhou) Ice Cold Equipment Co,.Ltd. China | Ice Cold Merchandisers | Full | 100% | |
| Scandinavian Appliances A.S | Norway | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Ltd. | Ireland | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Iberica SL | Spain | Ice Cold Merchandisers | Full | 100% |
| Frigoglass Sp zo.o | Poland | Ice Cold Merchandisers | Full | 100% |
| Frigoglass India PVT.Ltd. | India | Ice Cold Merchandisers | Full | 100% |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. | Turkey | Ice Cold Merchandisers | Full | 86% |
| Frigorex East Africa Ltd. | Kenya | Sales Office | Full | 100% |
| Frigoglass GmbH | Germany | Sales Office | Full | 100% |
| Frigoglass Nordic | Norway | Sales Office | Full | 100% |
| Frigoglass France SA | France | Sales Office | Full | 100% |
| Beta Glass Plc. | Nigeria | Glass operation | Full | 53,823% |
| Frigoglass Industries (Nig.) Ltd | Nigeria | Crowns, Plastics, & ICMs | Full | 76,027% |
| Beta Adams Plastics | Nigeria | Plastics operation | Full | 76,027% |
| 3P Frigoglass Romania SRL | Romania | Plastics operation | Full | 100% |
| Coolinvest Holding Limited | Cyprus | Holding Company | Full | 100% |
| Frigorex Cyprus Limited | Cyprus | Holding Company | Full | 100% |
| Letel Holding Limited | Cyprus | Holding Company | Full | 100% |
| Norcool Holding A.S | Norway | Holding Company | Full | 100% |
| Global European Loldings B.V. | Netherlands | Holding Company | Full | 100% |
| Nigerinvest Holding Limited | Cyprus | Holding Company | Full | 100% |
| Deltainvest Holding Limited | Cyprus | Holding Company | Full | 100% |
Note 15 - Share capital
The share capital of the company comprises of 40.200.610 fully paid up ordinary shares of € 1.0 each.
On 31 March 2008, FRIGOGLASS's Board of Directors resolved to increase the share capital of the Company by 65,621 ordinary shares,
following the exercise of stock options by option holders pursuant to the Company's stock option plan.
The proceeds from the issue of the shares amounted to € 66 thousand.
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 |
Share Capital | Share premium | Total | |
| Balance on 01/01/2008 | 40.134.989 | 40.135 | 9.680 | 49.815 |
| Shares issued to employees exercising stock options | 65.621 | |||
| Proceeds from the issue of shares | 66 | 66 | ||
| Transferred from Reserves (See Note 16) | 1.369 | 1.369 | ||
| Balance on 30/06/2008 | 40.200.610 | 40.201 | 11.049 | 51.250 |
Note 16 - Other Reserves
| Statutory Reserves |
Stock Option Reserve |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Currency Translation Differences |
Total | |
|---|---|---|---|---|---|---|---|
| Open Balance on 01/01/2007 | 1.879 | 9.876 | 16.769 | -2.925 | 25.599 | ||
| Transfer from Provisions | 853 | 3.343 | -2.991 | 1.205 | |||
| Additions for the period | 730 | 730 | |||||
| Shares issued to employees | -2.377 | -2.377 | |||||
| Exchange Differences | -12 | 37 | -1 | -4.030 | -4.006 | ||
| Closing Balance on 31/12/2007 | 2.720 | 1.696 | 9.913 | 13.777 | -6.955 | 21.151 | |
| Open Balance on 01/01/2008 | 2.720 | 1.696 | 9.913 | 13.777 | -6.955 | 21.151 | |
| Additions for the period | 246 | 246 | |||||
| Shares issued to employees | -1.370 | -1.370 | |||||
| Transfer from P&L | 899 | 1.055 | 1.954 | ||||
| Exchange Differences | -7.582 | -7.582 | |||||
| Closing Balance on 30/06/2008 | 3.619 | 572 | 9.913 | 14.832 | -14.537 | 14.399 |
| Statutory Reserves |
Stock Option Reserve |
Reserves by article of incorporation based on Tax legistration |
Extraordinary reserves |
Tax free reserves | Total | |
|---|---|---|---|---|---|---|
| Open Balance on 01/01/2007 | 1.680 | 4.835 | 16.770 | 23.285 | ||
| Transfer from Provisions | 3.343 | 3.343 | ||||
| Additions for the period | 730 | 730 | ||||
| Shares issued to employees | -2.377 | -2.377 | ||||
| Transfer from P&L | 853 | -2.991 | -2.138 | |||
| Closing Balance on 31/12/2007 | 2.533 | 1.696 | 4.835 | 13.779 | 22.843 |
| Open Balance on 01/01/2008 | 2.533 | 1.696 | 4.835 | 13.779 | 22.843 |
|---|---|---|---|---|---|
| Additions for the period | 246 | 246 | |||
| Shares issued to employees | -1.370 | -1.370 | |||
| Transfer from P&L | 899 | 1.055 | 1.954 | ||
| Closing Balance on 30/06/2008 | 3.432 | 572 | 4.835 | 14.834 | 23.673 |
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 Stock option reserve refers to a stock option program with beneficiaries the Company's BoD and employees and is analysed in note 28 of the annual financial statements.
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.
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 | ||
| Finance Expense | 5.685 | 2.279 | 849 | 552 | |
| Finance Income | -194 | -199 | -28 | -21 | |
| Exchange Loss/ (Gain) | 1.573 | 773 | 98 | 62 | |
| Finance Cost | 7.064 | 2.853 | 919 | 593 |
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 | 2005-2007 | Ice Cold Merchandisers |
| Frigoglass Romania SRL | Romania | 2007 | Ice Cold Merchandisers |
| Frigorex Indonesia PT | Indonesia | 2007 | Ice Cold Merchandisers |
| Frigoglass South Africa Ltd | S. Africa | 2003-2007 | Ice Cold Merchandisers |
| Frigoglass Eurasia LLC | Eurasia | 2006-2007 | Ice Cold Merchandisers |
| Frigoglass (Guangzhou) Ice Cold Equipment | |||
| Co,. Ltd. | China | 2006-2007 | Ice Cold Merchandisers |
| Scandinavian Appliances A.S | Norway | 2003-2007 | Ice Cold Merchandisers |
| Frigoglass Ltd. | Ireland | 2000-2007 | Ice Cold Merchandisers |
| Frigoglass Iberica SL | Spain | 2002-2007 | Ice Cold Merchandisers |
| Frigoglass Sp zo.o | Poland | 2002-2007 | Ice Cold Merchandisers |
| Frigoglass India PVT.Ltd. | India | 2004-2007 | Ice Cold Merchandisers |
| SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. | Turkey | 2003-2007 | Ice Cold Merchandisers |
| Beta Glass Plc. | Nigeria | 2004-2007 | Glass Operation |
| Frigoglass Industries (Nig.) Ltd | Nigeria | 1999-2007 | Crowns, Plastics, & ICMs |
| Beta Adams Plastics | Nigeria | 1999-2007 | Plastics Operation |
| 3P Frigoglass Romania SRL | Romania | 2005-2007 | Plastics Operation |
| Frigorex East Africa Ltd. | Kenya | 2002-2007 | Sales Office |
| Frigoglass GmbH | Germany | 2001-2007 | Sales Office |
| Frigoglass Nordic | Norway | 2003-2007 | Sales Office |
| Frigoglass France SA | France | 2003-2007 | Sales Office |
| Coolinvest Holding Limited | Cyprus | 1999-2007 | Holding Company |
| Frigorex Cyprus Limited | Cyprus | 1999-2007 | Holding Company |
| Global European Holdings B.V. | Netherlands | 2008 | Holding Company |
| Letel Holding Limited | Cyprus | 1999-2007 | Holding Company |
| Norcool Holding A.S | Norway | 1999-2007 | Holding Company |
| Nigerinvest Holding Limited | Cyprus | 1999-2007 | Holding Company |
| Deltainvest Holding Limited | Cyprus | 1999-2007 | Holding Company |
The tax rates in the countries where the Group operates are between 10% and 38%. 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 26.95% (Hellenic Taxation Rate is 25%)
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 amount of the provision on the consolidated finanical statements for the unaudited fiscal years of the Group's companies amounts to 2.2 mil euros.
The capital commitments contracted for but not yet incurred at the balance sheet date 30/06/2008 for the Group amounted to € 8,105 ths. (31/12/2007: € 20,560 ths.)
The component of the company's shareholders on 30/06/2008 was: BOVAL S.A. 44%, Deutsche Bank 8.5%, Institutional Investors 32%, and Other Investors 15.5%.
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.
a) The amounts of related party transactions ( sales and receivables) were:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in 000's € | 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 |
| Sales | 116.890 | 106.051 | 23.311 | 20.887 |
| Receivables | 56.086 | 36.780 | 10.977 | 9.817 |
Based on a contract signed on 1999, which was renewed on 2004 and expires on 31/12/2008 the CCHBC Group purchases from the Frigoglass Group at yearly negotiated prices for at least 60% of its needs in ICM's, Bottles, Pet & Crowns. The above transactions are executed at arm's length.
b) The intercompany transactions of the parent company with the rest of subsidiaries were:
| in 000's € | 30/06/2008 | 30/06/2007 |
|---|---|---|
| Sales of Goods | 20.113 | 28.985 |
| Sales of Services | ||
| Purchases of Goods | 19.487 | 15.639 |
| Dividend Income | 3.027 | |
| Receivables | 36.219 | 34.390 |
| Payables | 3.340 | 4.854 |
The above transactions are executed at arm's length.
| in 000's € | 30/06/2008 | 30/06/2007 |
|---|---|---|
| Management Fees Income | 12.103 | 10.167 |
| Other Operating Income | 45 | 961 |
| Total Other Operating Income | 12.148 | 11.128 |
The majority portion of Other Operating Income refers to management fees charged to the Group's subsidiaries.
(included wages, stock option, indemnities and other employee benefits) d) Fees to members of the Board of Directors and Management compensation
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in 000's € | 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 |
| Fees of member of Board of Directors | 104 | 104 | 104 | 104 |
| Management compensation | 1.554 | 1.832 | 1.554 | 1.832 |
| Receivables from management & BoD members | - | - | - | - |
| Payables to management & BoD members | - | - | - | - |
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)
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| in 000's Euro (except per share) | 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 |
| Profit attributable to equity holders of the company | 42.563 | 40.651 | 6.432 | 7.498 |
| Weighted average number of ordinary shares for the purposes of | ||||
| basic earnings per share | 40.168.164 | 40.000.000 | 40.168.164 | 40.000.000 |
| Weighted average number of ordinary shares for the purpose of | ||||
| diluted earnings per share | 40.240.574 | 40.000.000 | 40.240.574 | 40.000.000 |
| Basic earnings per share | 1,0596 | 1,0163 | 0,1601 | 0,1875 |
| Diluted earnings per share | 1,0577 | 1,0163 | 0,1598 | 0,1875 |
The Parent company has contingent liabilities in respect of bank guarantees on behalf of its subsidiaries arising from the ordinary course of business as follows:
| in € 000's | |
|---|---|
| 30/06/2008 | 31/12/2007 |
| 225.190 | 135.346 |
The Group did not have any contingent liabilities as at 30/06/2008 and 31/12/2007.
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. (see Note 18 )
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
During 2008 the Group acquired 86% of SFA Sogutma Sanayi Ic Ve Dis Ticaret A.S. SFA is one of the leading exporting suppliers of ICMs in the region with a particularly strong presence in the brewery, dairy and juice segments.
Acquiree's carrying amounts at the date of acquisition
| Balance Sheet | |
|---|---|
| Assets: | |
| Property, plant and equipment | 29.144 |
| Intangible assets | 1.165 |
| Deferred income tax assets | 589 |
| Other long term assets | 17 |
| Total non current assets | 30.915 |
| Inventories | 9.833 |
| Trade debtors | 623 |
| Other debtors | 2.622 |
| Cash & Cash Equivalents | 15 |
| Total current assets | 13.093 |
| Total Assets | 44.008 |
| Liabilities: | |
| Long term borrowings | 31.485 |
| Retirement benefit obligations | 66 |
| Provisions for other liabilities & charges | 985 |
| Total non current liabilities | 32.536 |
| Trade creditors | 7.626 |
| Other creditors | 4.780 |
| Short term borrowings | 8.800 |
| Total current liabilities | 21.206 |
| Total Liabilities | 53.742 |
| Total Equity | -9.734 |
| Total Liabilities & Equity | 44.008 |
| Minority Interest | -1.363 |
| Total acquisition cost | 14.896 |
| Goodwill | -23.267 |
| Net cash paid for the acquisition | 14.881 |
The fair values of acquired assets and liabilities assumed have not been calculated and pending finalization.
The calculation of the goodwill arising on the acquisition has been made provisionally based on the carrying amounts at the date of the acquisition. The calculation of the goodwill shall be finalised by 31/12/2008.
The contribution of SFA Sogutma Ticaret A.S. to the Group results for the period ending on 30/06/2008 was:
Sales: 42.156 thousand euros
Profit after Taxation: 317 thousand euros
| Sales | ||||||||
|---|---|---|---|---|---|---|---|---|
| Period | 2005 | 2006 | 2007 | 2008 | ||||
| Q1 | 86.320 | 28% | 116.556 | 29% | 133.930 | 30% | 162.341 | |
| Q2 | 98.089 | 32% | 142.209 | 35% | 156.623 | 35% | 176.024 | |
| Q3 | 59.114 | 19% | 78.998 | 20% | 91.590 | 20% | ||
| Q4 | 63.306 | 21% | 63.276 | 16% | 71.260 | 16% | ||
| Total | 306.829 | 100% | 401.039 | 100% | 453.403 | 100% | 338.365 |
As shown above the Group's operations exhibit seasonality, therefore interim period sales should not be used for forecasting annual sales.
Consequently the level of the working capital required for the remaining months of the year will vary from the requirements of the current period.
There are no Post-Balance Events which are likely to affect the financial statements or the operations of the Group and the parent company.
Average numbers of personnel per operation for the Group & for the Parent company are listed below:
| Operations | 30/06/2008 | 30/06/2007 | |
|---|---|---|---|
| ICM Operations | 4.875 | 3.733 | |
| Nigeria Operations | 1.095 | 1.243 | |
| Plastics Operation | 99 | 70 | |
| Total | 6.069 | 5.046 | |
| Parent Company | 534 | 533 |
The Parent Company did not recognised any dividend income from the subsidiaries during the period 01/01/2008- 30/06/2008 as no dividend distribution decision has been approved until 30/06/2008.
Amounts in the Income statement of the previous period have been reclassified so as to be comparable with those of the current period. During the period 01/01/2008 - 30/06/2008, for the Parent Company and the Group, there has been a reclassification from administration expenses to selling & distribution expenses of 708 thousand euros. The reclassification has no effect on the Net Profit attributable to the Company shareholders, on the Net Profit attributable to the Minorities, on the EBITDA, on the Assets and Liabilities of the Company. The reclassification was made in order for the expenses to be depicted according to the function they relate to with the scope of a proper presentation to the shareholders.
Number in the Register of Societes Anonymes: 29454/06/Β/93/32 15, A. Metaxa Street, GR -145 64 Kifissia, Athens
SUMMARY FINANCIAL STATEMENTS for the period: 1st January to 30 June 2008 According to the Resolution 6/448/11.10.2007 of the Capital Market Commission's BoD
The following information aims to provide a broad overview of the financial position and results of FRIGOGLASS S.A.I.C. and its subsidiaries. We advise the reader, before entering into any investment or any other transaction with the company, to visit the company's site where the interim financial statements and notes according to IFRS are published together with the auditor's report whenever it is required.
| Date of Approval of the Financial Statements: | July 30, 2008 | |||
|---|---|---|---|---|
| Auditors Firm: | PricewaterhouseCoopers | |||
| Auditor's Name: | K. Michalatos | |||
| Report of the Auditors: | Without Qualification | |||
| Company's Web Address: | www.frigoglass.com | |||
| 1.1. BALANCE SHEET | ||||
| (in € 000's ) | 30/06/2008 | CONSOLIDATED 31/12/2007 |
COMPANY 30/06/2008 31/12/2007 |
|
| ASSETS | ||||
| Property, plant and equipment Intangible Assets |
172.797 29.978 |
150.370 5.430 |
12.352 3.414 |
12.859 3.438 |
| Investments in subsidiaries | 73.531 | 59.781 | ||
| Deferred income tax assets | 3.463 | 2.614 | 406 | 406 |
| Other Long term assets Total Non Current Assets |
1.792 208.030 |
2.580 160.994 |
1.093 90.796 |
2.143 78.627 |
| Inventories | 105.994 | 116.245 | 8.795 | 14.945 |
| Trade debtors | 161.349 | 52.618 | 24.435 | 5.055 |
| Other debtors Income Tax advances |
25.010 7.433 |
20.658 16.724 |
752 5.936 |
1.476 12.188 |
| Intergroup receivables | 36.219 | 21.790 | ||
| Cash & cash equivalents | 20.630 | 17.313 | 5.018 | 3.806 |
| Total Current Assets Total Assets |
320.416 528.446 |
223.558 384.552 |
~81.155 171.951 |
~59.260 137.887 |
| LIABILITIES | ||||
| Long term borrowings Deferred income tax liabilities |
2.664 8.847 |
2.810 9.016 |
827 | 827 |
| Retirement benefit obligations | 15.345 | 14.992 | 7.926 | 7.284 |
| Provisions for other liabilities & charges | 6.632 | 6.725 | 961 | 1.391 |
| Deferred income from government grants Total Non Current Liabilities |
314 33.802 |
333 33.876 |
152 9.866 |
169 9.671 |
| Trade creditors | 56.852 | 41.573 | 9.532 | 9.387 |
| Other creditors | 36.415 | 35.939 | 6.398 | 7.227 |
| Current income tax liabilities Intergroup payables |
14.500 | 11.427 | 3.498 3.340 |
7.494 8.597 |
| Short term borrowings | 166.122 | 62.222 | 52.338 | |
| Total Current Liabilities | 273.889 | 151.161 | ~75.106 | ~32.705 |
| Total Liabilities (d) | 307.691 | 185.037 | ~84.972 | ~42.376 |
| EQUITY | ||||
| Share capital | 40.201 | 40.135 | 40.201 | 40.135 |
| Share premium Other reserves |
11.049 14.399 |
9.680 21.151 |
11.049 23.673 |
9.680 22.843 |
| Retained earnings / (loss) | 133.311 | 106.071 | 12.056 | 22.853 |
| Equity attributable to company shareholders (a) | 198.960 | 177.037 | 86.979 | 95.511 |
| Minority Interest (b) | 21.795 | 22.478 199.515 |
~86.979 | ~95.511 |
| Total Equity (c) = (a) + (b) Total Liabilities & Equity (c) + (d) |
220.755 528.446 |
384.552 | 171.951 | 137.887 |
| 1.3. ELEMENTS OF STATEMENT OF CHANGES IN EQUITY | ||||
| (in € 000's ) | 30/06/2008 | CONSOLIDATED 30/06/2007 |
30/06/2008 | COMPANY 30/06/2007 |
| Open Balance 01/01 2008 & 2007 | 199.515 | 162.245 | 95.511 | 85.657 |
| Profit of the period Dividends to Company's shareholders |
44.392 –15.395 |
41.711 –12.800 |
6.432 –15.276 |
7.498 –12.800 |
| Minority arising on acquisition | –1.363 | |||
| Currency Translation Differences | –6.706 | 920 | ||
| Shares issued to employees exercising | ||||
| stock options Stock Option Reserve |
66 246 |
66 246 |
||
| Net income recognized directly in equity | –3 | –3 | ||
| Closing Balance 30/06/2008 & 2007 | 220.755 | 192.073 | 86.979 | 80.352 |
| 1.4. CASH FLOW STATEMENT | ||||
| (in € 000's ) | CONSOLIDATED | COMPANY | ||
| From 1/1 to | From 1/1 to | |||
| Cash Flow from operating activities | 30/06/2008 | 30/06/2007 | 30/06/2008 | 30/06/2007 |
| Profit before income tax | 60.773 | 58.344 | 9.335 | 11.107 |
| Adjustments for: | ||||
| Depreciation | 11.707 | 10.064 | 1.828 | 2.108 |
| Provisions | 2.498 | 2.922 | 605 | 902 |
| (Profit) / Loss from disposal of PPE & intangible assets Dividend income |
–2.316 | 219 | –3.027 | |
| Exchange differences | –7.300 | –1.951 | ||
| Changes in Working Capital: | ||||
| Decrease / (increase) of inventories | 20.085 | 14.818 | 6.149 | 8.804 |
| Decrease / (increase) of trade debtors | –108.108 | –88.361 | –19.380 | –18.154 |
| Decrease / (increase) of Intergroup receivables Decrease / (increase) of other receivables |
–1.730 | 7.626 | –14.430 724 |
–11.984 7.435 |
| Decrease / (increase) of other long term receivables | 805 | 1.075 | 1.051 | 974 |
| (Decrease) / increase of suppliers | 7.654 | 17.804 | 145 | 3.505 |
| (Decrease) / increase of Intergroup payables | –5.256 | 4.206 | ||
| (Decrease) / increase of other liabilities (except borrowing) | 5.256 | –4.583 | –829 | 1.373 |
| Less: | ||||
| Income Tax paid Net cash generated from operating activities (a) |
–11.559 –22.235 |
–10.003 7.974 |
–1.002 –21.060 |
–2.022 5.227 |
| Cash Flow from investing activities | ||||
| Purchase of property, plant and equipment Purchase of intangible assets |
–11.156 –1.251 |
–15.284 –848 |
–445 –662 |
–474 –503 |
Acquisition of subsidiary net of cash acquired –14.881
Dividends & Share Capital paid to Minority –119
Net increase / (decrease) in cash and cash equivalents
Cash Flow from financing activities
Proceeds from disposal of PPE & intangible assets 4.699 1.346
Dividend income 3.027 Net cash generated from investing activities (b) –22.589 –14.786 –14.857 2.050 Net cash generated from operating & investing activities –44.824 –6.812 -35.917 7.277
Increase / (decrease) of borrowing 63.469 17.972 52.338 3.748 Dividends paid to Company's shareholders –15.275 –12.822 –15.275 –12.822
Net cash generated from financing activities (c) 48.141 5.150 37.129 –9.074
(a) + (b) + (c) 3.317 –1.662 1.212 –1.797 Cash and cash equivalents at the beginning of the year 17.313 18.220 3.806 2.271 Cash and cash equivalents at the end of the year 20.630 16.558 5.018 474
Proceeds from issue of shares to employees 66 66
| 1.2. ELEMENTS OF INCOME STATEMENT | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in € 000's) | CONSOLIDATED From 01/01 to |
COMPANY From 01/01 to |
CONSOLIDATED From 01/04 to |
COMPANY From 01/04 to |
||||||
| 30/06/2008 30/06/2007 30/06/2008 30/06/2007 30/06/2008 30/06/2007 30/06/2008 30/06/2007 | ||||||||||
| Net Trade Sales | 338.365 290.553 | 66.925 | 67.222 176.024 156.623 | 32.818 34.298 | ||||||
| Cost of goods sold | –245.826 –203.020 –54.208 –55.339 –129.178 –109.102 –26.971 –28.174 | |||||||||
| Gross Profit | 92.539 | 87.533 | 12.717 | 11.883 | 46.846 | 47.521 | 5.847 | 6.124 | ||
| Administration Expenses | –13.753 –13.538 | –8.956 | –9.092 | –6.899 | –7.090 –4.318 –4.681 | |||||
| Selling, Distribution & marketing expenses | –14.816 –12.052 | –4.701 | –4.107 | –6.821 | –6.681 –1.993 –1.947 | |||||
| Research & Development expenses | –1.667 | –1.625 | –954 | –1.139 | –910 | –918 | –438 | –590 | ||
| Other Operating income | 3.229 | 1.075 | 12.148 | 11.128 | 629 | 464 | 6.311 | 5.557 | ||
| Other (Losses) / Gains | 2.308 | –196 | 2.271 | –17 | ||||||
| (Losses) / Gains from restructuring | –3 | |||||||||
| Operating Profit | 67.837 | 61.197 | 10.254 | 8.673 | 35.116 | 33.279 | 5.409 | 4.463 | ||
| Dividend Income | 3.027 | |||||||||
| Finance costs | –7.064 | –2.853 | –919 | –593 | –3.382 | –1.696 | –817 | –304 | ||
| Profit before income tax | 60.773 | 58.344 | 9.335 | 11.107 | 31.734 | 31.583 | 4.592 | 4.159 | ||
| Income tax expenses | –16.381 –16.633 | –2.903 | –3.609 | –8.547 | –9.021 –1.432 –1.143 | |||||
| Profit after income tax expenses | 44.392 | 41.711 | 6.432 | 7.498 | 23.187 | 22.562 | 3.160 | 3.016 | ||
| Attributable to: | ||||||||||
| Minority interest | 1.829 | 1.060 | 1.413 | 639 | ||||||
| Shareholders of the company | 42.563 | 40.651 | 6.432 | 7.498 | 21.774 | 21.923 | 3.160 | 3.016 | ||
| Basic Earnings per share attributable to the shareholders of the company (in Euro) 1,0596 |
1,0163 | 0,1601 | 0,1875 | 0,5421 | 0,5481 | 0,0787 0,0754 | ||||
| Diluted Earnings per share attributable to the | ||||||||||
| shareholders of the company (in Euro) | 1,0577 | 1,0163 | 0,1598 | 0,1875 | 0,5411 | 0,5481 | 0,0785 0,0754 | |||
| Depreciation | 11.707 | 10.064 | 1.828 | 2.108 | 5.905 | 5.171 | 904 | 995 | ||
| EBITDA | 79.547 | 71.261 | 12.082 | 10.781 | 41.021 | 38.450 | 6.313 | 5.458 | ||
Note: (Losses) / Gains from restructuring activities have been incorporated in the calculation of EBITDA.
| ADDITIONAL INFORMATION | ||
|---|---|---|
4. Capital expenditure for 2008 amounted to: Group € 12.4 mil. (31/12/2007: € 54.6 mil ), Parent company € 1.1 mil. (31/12/2007: € 2.5 mil.)
5. There are no litigation matters which have a material impact on the financial position or operation of the Company and the Group. 6. During 2008 the Group acquired 86% of SFA Sogutma Ic Ve Dis Ticaret A.S. in Turkey. The company is incorporated in the Group's consolidated financial statements for the first time on 31/03/2008. Relevant information is presented analytically in Note 23 of the interim financial statements.
7. During 2008 the Group set up the holding company Global European Holdings B.V. in Netherlands. The company is incorporated in the Group's consolidated financial statements for the first time on 31/03/2008. 8. The average number of employees for the period stood at:
| Consolidated | Company | |
|---|---|---|
| 30/06/2008 | 6.069 | 534 |
| 30/06/2007 | 5.046 | 533 |
9. The amounts of income and expenses and outstanding balances of receivables and payables of the Company to and from its related parties (according to the provisions of IAS 24) were as follows:
| 30/06/2008 | ||
|---|---|---|
| Consolidated | Company | |
| a) Income | 116.890 | 43.424 |
| b) Expenses | 0 | 19.487 |
| c) Receivables | 56.086 | 47.196 |
| d) Payables | 0 | 3.340 |
| e) Transactions & Fees of members of Management & Board of Directors | 1.658 | 1.658 |
| f) Receivables from management & BoD members | 0 | 0 |
| g) Payables to management & BoD members | 0 | 0 |
| 10. The Group and the parent company provisions are analysed below: |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 30/06/2008 | 31/12/2007 | 30/06/2008 31/12/2007 | |||
| a) Provisions for litigation matters | 0 | 0 | 0 | 0 | |
| b) Provisions for warranty | 3.877 | 4.003 | 794 | 878 | |
| c) Other Provisions | 2.755 | 2.722 | 167 | 513 | |
| Σύνολο | 6.632 | 6.725 | 961 | 1.391 | |
The category of Other provisions includes mainly provisions for discount on sales, for unused paid holidays, sales on tax and provisions for recycling costs.
11. Group companies that are included in the consolidated financial statements with the respective information regarding the fiscal years unaudited by the Tax authorities are presented analytically in Note 18 of the interim financial statements. The amount of the provision on the consolidated financial statements for the unaudited fiscal years of the Group's companies amounts to 2,2 mil euros.
12. Amounts in the Income statement of the previous period have been reclassified so as to be comparable with those of the current period. During the period 01/01/2008 - 30/06/2008, for the Parent Company and the Group, there has been a reclassification from administration expenses to selling & distribution expenses of 708 thousand euros. Relevant information is presented in note 27 of the interim financial statements.
Kifissia, July 30, 2008
THE CHAIRMAN THE MANAGING DIRECTOR
HARALAMBOS DAVID PETROS DIAMANTIDES
THE GROUP CHIEF FINANCIAL OFFICER HEAD OF FINANCE PANAGIOTIS TABOURLOS VASSILIOS STERGIOU
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