Quarterly Report • May 31, 2016
Quarterly Report
Open in ViewerOpens in native device viewer
These financial statements have been translated from the original version in Hellenic. In the event that differences exist between this translation and the original Hellenic language financial statements, the Hellenic language financial statements will prevail over this document.
Commercial Refrigerators 15, A. Metaxa Street GR-145 64 Kifissia Athens - Hellas
The present Interim Financial Statements are approved by the Board of Directors of "Frigoglass S.A.I.C." on the 17th of May 2016.
The present Interim Financial Statements of the period are available on the company's website www.frigoglass.com
| Pages | ||
|---|---|---|
| A) | Financial Review | 3 - 6 |
| B) | Interim Financial Statements for the period st January to 31 March 2016 1 |
7 - 50 |
It is asserted that for the preparation of the Financial Statements the following are responsible:
The Chairman of the Board The Managing Director
Haralambos David Nikolaos Mamoulis
The Group Chief Financial Officer The Head of Finance
Emmanouil Fafalios Vasileios Stergiou
Net sales revenue decreased by 15.1% to €101.9 million for the three months ended March 31, 2016. This decline was mainly driven by a double digit sales decline in Eastern Europe and lower demand for glass containers in Nigeria.
Net sales revenue from ICM Operations decreased by 11.7% to €76.3 million for the three months ended March 31, 2016, reflecting reduced investments by our customers due to the difficult trading conditions in some of our markets. Sales in our Eastern European business declined by 19% as economic and political instability in Russia continued to adversely affect beverage consumption. The slowing economy and recent beer consumption excise tax increases led our brewery customers to significantly reduce orders in Russia. Sales to Coca-Cola bottlers in Russia more than doubled, also reflecting orders being shifted from the fourth quarter of 2015 to the first quarter of 2016. Western Europe had a solid top-line performance in the quarter, up 24% year-on-year, reflecting ICOOL orders by Coca-Cola bottlers in the region and the benefits of the Company's continued commitment to its innovation programmes.
In Africa and the Middle East, sales grew by 25% year-on-year, notwithstanding increased currency and economic volatility in key markets. In Nigeria, our business saw sales more than doubling on cooler investments from soft-drink and brewery customers. Sales in Uganda, Ethiopia and Kenya, however, saw top-line growth in the quarter.
Sales in our Asian business declined by 26% year-on-year. The decline mainly reflects lower sales in India and Kazakhstan, more than offsetting increased sales in China and Vietnam. Intense competition and price pressure across the region continue to impact our top-line.
Net sales revenue from Glass Operations decreased by 23.7% to €25.6 million for the three months ended March 31, 2016, maintaining the negative trend of the last two quarters as underlying trading conditions remained difficult in Nigeria in the first quarter of 2016. The weak consumer environment, due to the low global oil price, continues to put pressure on beverage consumption. In this environment, our Nigerian operations saw sales decreasing by 35% year-on-year, to €17.3 million, driven by lower glass bottle orders from brewery and soft-drinks customers as well as weaker demand for our complementary plastic crates. Sales in the Dubai-based business increased by 18% year-on-year, to €8.3 million, primarily led by increased demand from soft-drinks customers in Southeast Asia and United Arab Emirates. The solid growth also reflects a weak comparative quarter last year attributable to lower production output caused by the extended furnace maintenance.
Cost of goods sold decreased by 16.7% to €87.1 million for the three months ended March 31, 2016, primarily due to the sales reduction a favorable product mix in Europe for the Cooler business. It also reflects better efficiency rates and lower energy costs due to the declining oil prices at the Jebel Ali plant. Last year's cost of goods sold was adversely affected by the extended furnace maintenance in Dubai which resulted in lower production output and significantly higher energy related expenses.
Administrative expenses decreased by 11.3% to €5.8 million for the three months ended March 31, 2016, primarily reflecting lower employee related expenses. The ratio of administrative expenses to net sales revenue increased to 5.7% from 5.4% in the three months ended March 31, 2015.
Selling, distribution and marketing expenses increased by 5.2% to €6.0 million for the three months ended March 31, 2016. This increase is primarily attributable to higher warranty related expenses. As a percentage of net sales revenue, selling, distribution and marketing expenses increased to 5.9% from 4.8% in the three months ended March 31, 2015.
Research and development expenses increased by 13.4% to €1.1 million for the three months ended March 31, 2016, mainly due to higher depreciation expenses. As a percentage of net sales revenue, research and development expenses increased to 1.1% from 0.9% in the three months ended March 31, 2015.
Other operating income decreased to €0.6 million for the three months ended March 31, 2016, from €1.0 million in the three months ended March 31, 2015.
Finance costs increased to €9.5 million for the three months ended March 31, 2016, from €3.1 million in the three months ended March 31, 2015. The increase mainly reflects a low base last year as we benefited exceptionally from foreign exchange gains. Net finance cost was impacted by higher average short-term borrowings and a higher effective interest costs.
Income tax expense decreased by €2.0 million to €1.3 million for the three months ended March 31, 2016.
Net losses attributable to shareholders amounted to €8.3 million for the three months ended March 31, 2016, compared to a net loss of €3.9 million in the three months ended March 31, 2015.
Net cash from operating activities amounted to €1.7 million, compared to net cash used in operating activities of €37.0 million in the three months ended March 31, 2015. This increase is primarily attributable to an increase of €6.4 million in trade receivables, compared to an increase of €36.6 million in the three months ended March 31, 2015.
Net cash used in investing activities amounted to €2.8 million in the three months ended March 31, 2016, compared to €7.6 million in the three months ended March 31, 2015. This decrease mainly reflects lower capital expenditures in Glass Operations and our focus on prioritizing investments.
Net cash from financing activities amounted to €6.0 million in the three months ended March 31, 2016, compared to net cash from financing activities of €28.5 million in the three months ended March 31, 2015. This decrease is primarily attributable to lower net proceeds from bank loans in the three months ended March 31, 2016.
Net trade working capital as of March 31, 2016 amounted to €125.7 million, compared to €172.5 million as of March 31, 2015. This improvement mainly reflects €44.1 million lower trade receivables.
Capital expenditures amounted to €2.8 million, of which €2.1 million related to the purchase of property, plant and equipment and €0.7 million related to the purchase of intangible assets, compared to €7.6 million in the three months ended March 31, 2015, of which €6.8 million related to the purchase of property, plant and equipment and €0.8 million related to the purchase of intangible assets.
As previously announced, Frigoglass Annual General Meeting (AGM) held in April approved the €30 million loan by Boval SA, Frigoglass' shareholder and an affiliate of Frigoglass' ultimate Shareholder, Truad Verwaltungs AG (the "Term Loan"), to be used for general corporate purposes and working capital requirements. The Term Loan matures on 31 March 2017. Following the approval of the Term Loan, Frigoglass entered into amended and restated RCFs with the lenders under those facilities, the effectiveness of which was conditional upon availability of the Term Loan. Pursuant to the amended and restated RCFs, Frigoglass extended the maturity of the RCFs to 31 March 2017. Frigoglass subsequently repaid and cancelled €10 million of the principal amount under the RCFs. Furthermore, following approval of the Term Loan, Frigoglass drew down €20 million to fund its working capital requirements and other corporate obligations. The Term Loan and the RCF extension allowed Frigoglass to secure sufficient flexibility to meet its short-term obligations.
Frigoglass continues to work with its advisors to review the full range of available options and establish a stable long-term capital structure. The review is currently ongoing with the objective to implement a stable long term capital structure by the year-end. We will provide further updates regarding this review as and when appropriate.
| Table of Contents | Pages | ||
|---|---|---|---|
| 1. | Balance Sheet | 8 | |
| 2. | Income Statement | 9 | |
| 3. | Statement of Comprehensive Income | 10 | |
| 4. | Statement of Changes in Equity | 11-12 | |
| 5. | Cash Flow Statement | 13 | |
| 6. | Notes to the financial statements | ||
| (1) | General information | 14 | |
| (2) | Basis of preparation | 15 | |
| (3) | Principal accounting policies | 16-21 | |
| (4) | Critical accounting estimates and judgments | 22-23 | |
| (5) | Segment information | 24-25 | |
| (6) | Property, plant & equipment | 26-28 | |
| (7) | Intangible assets | 29-31 | |
| (8) | Inventories | 32 | |
| (9) | Trade receivables | 32-33 | |
| (10) | Other receivables | 33 | |
| (11) | Cash & Cash equivalents | 33 | |
| (12) | Other creditors | 34 | |
| (13) | Non - current & current borrowings | 35-37 | |
| (14) | Investments in subsidiaries | 38 | |
| (15) | Share capital, treasury shares, dividends & share options | 39-41 | |
| (16) | Other reserves | 42-43 | |
| (17) | Financial expenses | 44 | |
| (18) | Income Tax | 44-45 | |
| (19) | Commitments | 46 | |
| (20) | Related party transactions | 46-47 | |
| (21) | Earnings per share | 48 | |
| (22) | Contingent liabilities | 48 | |
| (23) | Seasonality of Operations | 49 | |
| (24) | Post-balance sheet events | 49 | |
| (25) | Average number of personnel | 49 | |
| (26) | Derivative financial instruments | 50 |
| Consolidated | Parent Company | |||||
|---|---|---|---|---|---|---|
| Note | 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | ||
| Assets: | ||||||
| Property, Plant & Equipment | 6 | 197.236 | 207.486 | 6.004 | 6.204 | |
| Intangible assets | 7 | 17.871 | 18.495 | 9.142 | 9.294 | |
| Investments in subsidiaries | 14 | - | - | 58.045 | 58.045 | |
| Deferred income tax assets | 805 | 426 | - | - | ||
| Other long term assets | 1.195 | 1.318 | 150 | 150 | ||
| Total non current assets | 217.107 | 227.725 | 73.341 | 73.693 | ||
| Inventories | 8 | 104.783 | 97.226 | 2.055 | 2.313 | |
| Trade receivables | 9 | 105.259 | 99.038 | 9.875 | 9.479 | |
| Other receivables | 10 | 38.393 | 34.909 | 3.601 | 937 | |
| Income tax advances | 6.322 | 7.746 | 2.410 | 2.530 | ||
| Intergroup receivables | 20 | - | - | 24.413 | 34.375 | |
| Cash & cash equivalents | 11 | 61.237 | 57.492 | 12.046 | 4.564 | |
| Derivative financial instruments | 26 | 1.720 | 571 | 242 | 95 | |
| Total current assets | 317.714 | 296.982 | 54.642 | 54.293 | ||
| Total assets | 534.821 | 524.707 | 127.983 | 127.986 | ||
| Liabilities: | ||||||
| Long term borrowings | 13 | 246.475 | 12 | - | - | |
| Deferred Income tax liabilities | 13.158 | 13.599 | - | - | ||
| Retirement benefit obligations | 21.594 | 21.778 | 5.079 | 5.049 | ||
| Intergroup bond loan | 13 | - | - | 74.668 | 76.650 | |
| Provisions for other liabilities & charges | 4.054 | 3.906 | - | - | ||
| Deferred income from government grants | 25 | 26 | 25 | 26 | ||
| Total non current liabilities | 285.306 | 39.321 | 79.772 | 81.725 | ||
| Trade payables | 84.317 | 77.440 | 8.332 | 5.429 | ||
| Other payables | 12 | 46.671 | 37.118 | 3.321 | 2.680 | |
| Current income tax liabilities | 7.408 | 8.857 | - | - | ||
| Intergroup payables | 20 | - | - | 20.984 | 19.368 | |
| Intergroup bond loan | 13 | - | - | 7.873 | 6.134 | |
| Short term borrowings | 13 | 123.532 | 362.002 | - | - | |
| Derivative financial instruments | 26 | 26 | 393 | - | - | |
| Total current liabilities | 261.954 | 485.810 | 40.510 | 33.611 | ||
| Total liabilities | 547.260 | 525.131 | 120.282 | 115.336 | ||
| Equity: | ||||||
| Share capital | 15 | 15.178 | 15.178 | 15.178 | 15.178 | |
| Share premium | 15 | 2.755 | 2.755 | 2.755 | 2.755 | |
| Other reserves | 16 | 10.642 | 13.000 | 16.353 | 16.353 | |
| Retained earnings | (85.918) | (77.894) | (26.585) | (21.636) | ||
| Total Shareholders Equity | (57.343) | (46.961) | 7.701 | 12.650 | ||
| Non controlling interest | 44.904 | 46.537 | - | - | ||
| Total Equity | (12.439) | (424) | 7.701 | 12.650 | ||
| Total Liabilities & Equity | 534.821 | 524.707 | 127.983 | 127.986 |
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| Note | Three months ended | Three months ended | |||
| 31.03.2016 | 31.03.2015 | 31.03.2016 | 31.03.2015 | ||
| Net sales revenue | 5 & 23 | 101.899 | 120.005 | 7.338 | 6.405 |
| Cost of goods sold | (87.137) | (104.638) | (6.819) | (6.268) | |
| Gross profit | 14.762 | 15.367 | 519 | 137 | |
| Administrative expenses | (5.786) | (6.526) | (5.582) | (3.938) | |
| Selling, distribution & marketing expenses | (6.024) | (5.726) | (1.016) | (813) | |
| Research & development expenses | (1.097) | (967) | (544) | (540) | |
| Other |
597 | 1.002 | 4.005 | 5.298 | |
| Operating Profit / |
2.452 | 3.150 | (2.618) | 144 | |
| Finance |
17 | (9.464) | (3.110) | (1.781) | (1.302) |
| Profit / |
(7.012) | 40 | (4.399) | (1.158) | |
| Income tax expense | 18 | (1.288) | (3.257) | (550) | (210) |
| Profit / |
(8.300) | (3.217) | (4.949) | (1.368) | |
| Attributable to: | |||||
| Non controlling interest | 44 | 651 | - | - | |
| Shareholders | (8.344) | (3.868) | (4.949) | (1.368) | |
| Depreciation | 8.247 | 8.818 | 856 | 787 | |
| Earnings / |
|||||
| depreciation, amortization, (EBITDA) | 10.699 | 11.968 | (1.762) | 931 | |
| Amounts in € | Amounts in € | ||||
| Earnings / |
| Consolidated | |||
|---|---|---|---|
| Three months ended | |||
| 31.03.2016 | 31.03.2015 | ||
| Profit / |
|||
| (Income Statement) | (8.300) | (3.217) | |
| Other Compehensive income: | |||
| Items that will be reclassified to Profit & Loss | |||
| Currency translation difference | (3.715) | (2.223) | |
| Cash Flow Hedges: | |||
| - Net changes in fair Value | - | (144) | |
| - Income tax effect | - | 14 | |
| - Transfer to net profit | - | 70 | |
| - Income tax effect | - | (7) | |
| Items that will be reclassified to Profit & Loss | (3.715) | (2.290) | |
| Items that will not be reclassified to Profit & Loss | |||
| Items that will not be reclassified to Profit & Loss | - | - | |
| Other comprehensive income / |
(3.715) | (2.290) | |
| Total comprehensive income / |
(12.015) | (5.507) | |
| Attributable to: | |||
| - Non controlling interest | (1.634) | (2.098) | |
| - Shareholders | (10.382) | (3.409) | |
| (12.015) | (5.507) | ||
| Parent Company | |||
| Three months ended | |||
| 31.03.2016 | 31.03.2015 | ||
| Profit / |
|||
| (Income Statement) | (4.949) | (1.368) | |
| Other Compehensive income: | |||
| Items that will not be reclassified to Profit & Loss Other comprehensive income / |
- | - | |
| Total comprehensive income / |
(4.949) | (1.368) | |
| Attributable to: | |||
| - Non controlling interest - Shareholders |
- (4.949) |
- (1.368) |
|
| (4.949) | (1.368) | ||
| Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium |
Other reserves |
Retained earnings |
Total Shareholders Equity |
Non Controlling Interest |
Total Equity |
|||
| Balance at 01.01.2015 | 15.178 | 2.755 | 15.473 | (5.227) | 28.179 | 38.796 | 66.975 | ||
| Profit / |
- | - | - | (3.868) | (3.868) | 651 | (3.217) | ||
| Other Comprehensive income / |
- - | 435 | 24 | 459 | (2.749) | (2.290) | |||
| Total comprehensive income / |
- - | 435 | (3.844) | (3.409) | (2.098) | (5.507) | |||
| Balance at 31.03.2015 | 15.178 | 2.755 | 15.908 | (9.071) | 24.770 | 36.698 | 61.468 |
| Balance at 01.04.2015 | 15.178 | 2.755 | 15.908 | (9.071) | 24.770 | 36.698 | 61.468 |
|---|---|---|---|---|---|---|---|
| Profit / |
- | - | - | (58.218) | (58.218) | 3.120 | (55.098) |
| Other Comprehensive income / | |||||||
| - - | 565 | (3.420) | (2.855) | 374 | (2.481) | ||
| Total comprehensive income / | |||||||
| - - | 565 | (61.638) | (61.073) | 3.494 | (57.579) | ||
| Dividends to non controlling interest | - | - | - | - | - | (647) | (647) |
| Share option reserve | - | - | 58 | - | 58 | - | 58 |
| Non controlling interests from | |||||||
| acquisitions | - - | (3.531) | (7.185) | (10.716) | 6.992 | (3.724) | |
| Balance at 31.12.2015 | 15.178 | 2.755 | 13.000 | (77.894) | (46.961) | 46.538 | (424) |
| Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium |
Other reserves |
Retained earnings |
Total Shareholders Equity |
Non Controlling Interest |
Total Equity |
|||
| Balance at 01.01.2016 | 15.178 | 2.755 | 13.000 | (77.894) | (46.961) | 46.538 | (424) | ||
| Profit / |
- | - | - | (8.344) | (8.344) | 44 | (8.300) | ||
| Other Comprehensive income / | |||||||||
| - - | (2.358) | 320 | (2.038) | (1.678) | (3.715) | ||||
| Total comprehensive income / | |||||||||
| - - | (2.358) | (8.024) | (10.382) | (1.634) | (12.015) | ||||
| Balance at 31.03.2016 | 15.178 | 2.755 | 10.642 | (85.918) | (57.343) | 44.904 | (12.439) |
| Parent Company | |||||
|---|---|---|---|---|---|
| Share Capital |
Share premium |
Other reserves |
Retained earnings |
Total Equity |
|
| Balance at 01.01.2015 | 15.178 | 2.755 | 16.295 | (6.108) | 28.120 |
| Profit / Other Comprehensive income / |
- | - | - | (1.368) | (1.368) |
| - | - | - | - | - | |
| Total comprehensive income / | |||||
| - | - | - | (1.368) | (1.368) | |
| Balance at 31.03.2015 | 15.178 | 2.755 | 16.295 | (7.476) | 26.752 |
| Balance at 01.04.2015 | 15.178 | 2.755 | 16.295 | (7.476) | 26.752 |
| Profit / Other Comprehensive income / |
- | - | - | (14.014) | (14.014) |
| - | - | - | (146) | (146) | |
| Total comprehensive income / | |||||
| - | - | - | (14.160) | (14.160) | |
|---|---|---|---|---|---|
| Share option reserve | - | - | 58 | - | 58 |
| Balance at 31.12.2015 | 15.178 | 2.755 | 16.353 | (21.636) | 12.650 |
| Parent Company | ||
|---|---|---|
| Share Capital |
Share premium |
Other reserves |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|
| Balance at 01.01.2016 | 15.178 | 2.755 | 16.353 | (21.636) | 12.650 |
| Profit / Other Comprehensive income / |
- - |
- - |
- - |
(4.949) - |
(4.949) - |
| Total comprehensive income / | |||||
| - | - | - | (4.949) | (4.949) | |
| Balance at 31.03.2016 | 15.178 | 2.755 | 16.353 | (26.585) | 7.701 |
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| Note | Three months ended | Three months ended | |||
| 31.03.2016 | 31.03.2015 | 31.03.2016 | 31.03.2015 | ||
| Cash Flow from operating activities | |||||
| Profit / |
(7.012) | 40 | (4.399) | (1.158) | |
| Adjustments for: | |||||
| Depreciation | 8.247 | 8.818 | 856 | 787 | |
| Finance costs, net | 17 | 9.464 | 3.110 | 1.781 | 1.302 |
| Provisions | 839 | (16) | 74 | (60) | |
| equipment & intangible assets | (18) | 1 | - | - | |
| Changes in Working Capital: | |||||
| Decrease / (increase) of inventories | (7.051) | (11.876) | 264 | (496) | |
| Decrease / (increase) of trade receivables | (6.393) | (36.644) | (396) | (2.811) | |
| Decrease / (increase) of intergroup receivables | 20 | - | - | 9.962 | (3.350) |
| Decrease / (increase) of other receivables | (3.484) | (1.376) | (2.664) | 351 | |
| Decrease / (increase) of other long term | 123 | (75) | - | 4 | |
| (Decrease) / increase of trade payables | 6.877 | 1.243 | 2.903 | (55) | |
| (Decrease) / increase of intergroup payables | 20 | - | - | 1.616 | (1.353) |
| (Decrease) / increase of other liabilities (excluding | |||||
| borrowing) | 589 | 541 | (1.764) | (3.274) | |
| Less: | |||||
| Income taxes paid | (465) | (788) | - | - | |
| (a) Net cash generated from operating activities | 1.716 | (37.022) | 8.233 | (10.113) | |
| Cash Flow from investing activities | |||||
| Purchase of property, plant and equipment | 6 | (2.130) | (6.819) | (5) | (33) |
| Purchase of intangible assets | 7 | (663) | (752) | (502) | (611) |
| Acquisition of subsiadiary's non controlling | |||||
| interest | - | - | - | - | |
| Proceeds from disposal of property, plant, | |||||
| equipment and intangible assets | 25 | 20 | - | - | |
| (b) Net cash generated from investing activities | (2.768) | (7.551) | (507) | (644) | |
| Net cash generated from operating and investing | |||||
| activities (a) + (b) | (1.052) | (44.573) | 7.726 | (10.757) | |
| Cash Flow from financing activities | |||||
| Proceeds from loans | 9.326 | 35.474 | - | - | |
| (1.333) | (5.917) | - | - | ||
| Proceeds from intergroup loans | - | - | (244) | 8.583 | |
| - | - | - | - | ||
| Interest paid | (2.017) | (1.054) | - | - | |
| Dividends paid to shareholders | - | - | - | - | |
| Dividends paid to non controlling interest | - | - | - | - | |
| (c) Net cash generated from financing activities | 5.976 | 28.503 | (244) | 8.583 | |
| Net increase / (decrease) in cash and cash | |||||
| equivalents (a) + (b) + (c) | 4.924 | (16.070) | 7.482 | (2.174) | |
| Cash and cash equivalents at the beginning | |||||
| of the year | 57.492 | 68.732 | 4.564 | 4.046 | |
| Effects of changes in exchange rate | (1.179) | (7.884) | - | - | |
Cash and cash equivalents at the end of the year 61.237 44.778 12.046 1.872
Frigoglass Group Commercial Refrigerators Registration Number:1351401000
These financial statements include the financial statements of the Parent Company FRIGOGLASS S.A.I.C. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 14 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, Africa and America.
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 financial statements have been approved by the Board of Directors on 17th May 2016.
This condensed interim financial information for the period 01.01.2016 to 31.03.2016 has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and specifically in terms of 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 2015 that are 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 2015.
There have been no changes in the accounting policies that were used for the preparation of the annual financial statements prepared by the Company and the Group for the year ended 31 December 2015.
Τhe financial statements have been prepared under the historical cost convention with the exception of derivative financial instruments that are measured at fair value.
The preparation of these interim 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.
Differences that may exist between the figures of the financial statement and those of the notes are due to rounding. Wherever it was necessary, the comparative figures have been reclassified in order to be comparable with the current year's presentation.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years.
None of the standards and interpretations issued is expected to have a significant effect on the Consolidated or the Parent Company financial statements.
These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans and simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary.
This amendment requires an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a 'business'.
This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and it also clarifies that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset.
These amendments change the financial reporting for bearer plants, such as grape vines and fruit trees. The bearer plants should be accounted for in the same way as selfconstructed items of property, plant and equipment. Consequently, the amendments include them within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41.
This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and clarifies the definition of separate financial statements.
These amendments clarify guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.
The amendments set out below describe the key changes to certain IFRSs following the publication of the results of the IASB's 2010-12 cycle of the annual improvements project.
The amendment clarifies the definition of a 'vesting condition' and separately defines 'performance condition' and 'service condition'.
The amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity, on the basis of the definitions in IAS 32 "Financial instruments: Presentation". It also clarifies that all non-equity contingent consideration, both financial and nonfinancial, is measured at fair value through profit or loss.
The amendment requires disclosure of the judgements made by management in aggregating operating segments.
The amendment clarifies that the standard does not remove the ability to measure short-term receivables and payables at invoice amounts in cases where the impact of not discounting is immaterial.
Both standards are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model.
The standard is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity.
The amendments set out below describe the key changes to four IFRSs.
The amendment clarifies that, when an asset (or disposal group) is reclassified from 'held for sale' to 'held for distribution', or vice versa, this does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such.
IFRS 7 "Financial instruments: Disclosures"
The amendment adds specific guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement and clarifies that the additional disclosure required by the amendments to IFRS 7, 'Disclosure – Offsetting financial assets and financial liabilities' is not specifically required for all interim periods, unless required by IAS 34.
The amendment clarifies that, when determining the discount rate for postemployment benefit obligations, it is the currency that the liabilities are denominated in that is important, and not the country where they arise.
The amendment clarifies what is meant by the reference in the standard to 'information disclosed elsewhere in the interim financial report'.
IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model used today. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The Group is currently investigating the impact of IFRS 9 on its financial statements. The Group cannot currently adopt IFRS 9 as it has not yet been endorsed by the EU.
IFRS 15 was issued in May 2014. The objective of the standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The Group is currently investigating the impact of IFRS 15 on its financial statements. The standard has not yet been endorsed by the EU.
IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Group is currently investigating the impact of IFRS 16 on its financial statements. The standard has not yet been endorsed by the EU.
These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries. The amendments have not yet been endorsed by the EU.
These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments have not yet been endorsed by the EU.
These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments have not yet been endorsed by the EU.
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 Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.6.1. of the annual financial statements. The recoverable amounts of cash-generating units have been determined based on value-inuse calculations. These calculations require the use of estimates (see Note 7).
The Group's investments in subsidiaries are tested for impairment when indications exist that its carrying value may not be recoverable. The recoverable amount of the investments in subsidiaries is determined on a value in use basis, which requires the use of assumptions as is further described in note 14.
The Group assesses on an annual basis, the useful lives of its property, plant and equipment and intangible assets. These estimates take into account the relevant operational facts and circumstances, the future plans of Management and the market conditions that exist as at the date of the assessment.
The provision for doubtful debts has been based on the outstanding balances of specific debtors after taking into account their ageing and the agreed credit terms. This process has excluded receivables from subsidiaries as Management is of the view that these receivables are not likely to require an impairment provision. The analysis of the provision is presented in note 9.
The present value of the retirement benefit obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the relevant obligation comprises the discount rate, the expected return on plan assets, the rate of compensation increase, the rate of inflation and future estimated pension increases. Any changes in these assumptions will impact the carrying amount of the retirement benefit obligations. The Group determines the amount of the retirement benefit obligations using suitably qualified independent actuaries at each year-end's balance sheet date.
There are no areas that required Management to make critical judgements in applying accounting policies.
The group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the group's annual financial statements as at 31 December 2015. There have been no changes in the risk management department or in any risk management policies since the year end.
ICM Glass Total -11,7% -23,7% -15,1% -53,2% -125,2% -22,2% -24,9% 19,0% -10,6%
31.03.2016 vs 31.03.2015 Y-o-Y %
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. The operating segment information presented below is based on the information that the chief operating decision makers ( the Managing Director and his Operating Committee) use to assess the performance of the Group's operating segments.
The Managing Director and the Operating Committee receive on a monthly basis detailed reports of Sales, Income Statement, Balance Sheet and Cash flow for every business sector in order to evaluate the performance of the business segments.
Taking into account the above, the categorization of the Group's operations in business segments is the following:
The consolidated Balance Sheet and the Income Statement per business segment are presented below:
i) Income Statement
| Three months ended | Three months ended | |||||
|---|---|---|---|---|---|---|
| 31.03.2016 | 31.03.2015 | |||||
| ICM | Glass | Total | ICM | Glass | Total | |
| Net sales revenue | 76.302 | 25.597 | 101.899 | 86.460 | 33.545 | 120.005 |
| Operating Profit / |
2.110 | 342 | 2.452 | 4.505 | (1.355) | 3.150 |
| Finance Profit / restructing losses & fire & non |
(7.782) | (1.682) | (9.464) | (6.448) | 3.338 | (3.110) |
| recurring costs | (5.672) | (1.340) | (7.012) | (1.943) | 1.983 | 40 |
| Gains / activities Fire Costs |
- - |
- - |
- - |
- - |
- - |
- - |
| Non recurring costs | - | - | - | - | - | - |
| Profit / |
(5.672) | (1.340) | (7.012) | (1.943) | 1.983 | 40 |
| Income tax expense | (1.272) | (16) | (1.288) | (912) | (2.345) | (3.257) |
| Profit / |
(6.944) | (1.356) | (8.300) | (2.855) | (362) | (3.217) |
| Profit / attributable to the shareholders of |
||||||
| the company | (6.917) | (1.427) | (8.344) | (2.847) | (1.021) | (3.868) |
| Depreciation | 3.940 | 4.307 | 8.247 | 3.555 | 5.263 | 8.818 |
| Earnings / |
||||||
| depreciation, amortization, (EBITDA) | 6.050 | 4.649 | 10.699 | 8.060 | 3.908 | 11.968 |
| Impairment of trade debtors | 83 | 92 | 175 | 5 3 |
- - |
5 |
| Impairment of inventory | - | 67 | 67 | 3 | - | 3 |
There are no sales between the two segments.
| Net sales revenue |
|---|
| Operating Profit / |
| Earnings / |
| (EBITDA) |
ii) Balance Sheet
| Three months ended | Year ended | ||||||
|---|---|---|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | ||||||
| ICM | Glass | Total | ICM | Glass | Total | ||
| Total assets | 323.821 | 211.000 | 534.821 | 310.598 | 214.109 | 524.707 | |
| Total liabilities | 419.788 | 127.472 | 547.260 | 396.518 | 128.613 | 525.131 | |
| Capital expenditure | 1.534 | 1.259 | 2.793 | 13.644 | 22.893 | 36.537 | |
| These liabilities are allocated based on the operations of the segment. | Note 6&7 |
The group's borrowings and derivative financial instruments are not considered to be segment liabilities and they are managed by the treasury function.
b) Net sales revenue analysis per geographical area (based on customer location)
| Consolidated | ||||
|---|---|---|---|---|
| Three months ended | ||||
| 31.03.2016 | 31.03.2015 | 31.12.2014 | 31.12.2013 | |
| ICM Operations | ||||
| East Europe | 27.086 | 33.407 | 34.453 | 34.369 |
| West Europe | 18.436 | 14.836 | 16.526 | 15.583 |
| Africa / Middle East | 12.089 | 9.682 | 14.067 | 14.626 |
| Asia/Oceania | 17.540 | 23.703 | 24.109 | 40.011 |
| America | 1.151 | 4.832 | 1.967 | 3.905 |
| Total | 76.302 | 86.460 | 91.122 | 108.494 |
| Glass Operations | ||||
| East Europe | - | - | - | - |
| West Europe | - | 1.221 | 391 | 6 |
| Africa / Middle East | 21.001 | 28.539 | 28.788 | 27.001 |
| Asia/Oceania | 4.596 | 3.785 | 3.946 | 5.118 |
| America | - | - | - | - |
| Total | 25.597 | 33.545 | 33.125 | 32.125 |
| Total Sales | ||||
| East Europe | 27.086 | 33.407 | 34.453 | 34.369 |
| West Europe | 18.436 | 16.057 | 16.917 | 15.589 |
| Africa / Middle East | 33.090 | 38.221 | 42.855 | 41.627 |
| Asia/Oceania | 22.136 | 27.488 | 28.055 | 45.129 |
| America | 1.151 | 4.832 | 1.967 | 3.905 |
| Consolidated | 101.899 | 120.005 | 124.247 | 140.619 |
We derive a significant amount of our revenues from a small number of large multinational customers each year. In the year ended December 31, 2015, our five largest customers accounted for approximately 52% of our net sales revenue in the ICM Operations and approximately 64% of our net sales revenue in the Glass Operations.
| Consolidated | ||||
|---|---|---|---|---|
| c) Capital expenditure per geographical area | Three months ended |
Year ended | ||
| ICM Operations | 31.03.2016 | 31.12.2015 | ||
| East Europe | 443 | 5.254 | ||
| West Europe | 508 | 3.365 | ||
| Africa / Middle East | 340 | 982 | ||
| Asia/Oceania | 243 | 4.033 | ||
| America | - | 10 | ||
| Total | 1.534 | 13.644 | ||
| Glass Operations | ||||
| Africa / Middle East | 1.259 | 22.893 | ||
| Total | 1.259 | 22.893 | ||
| Total | 2.793 | 36.537 |
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | |
| Cost | ||||||
| Opening balance at 01.01.2016 | 9.894 | 94.183 | 343.727 | 7.058 | 13.729 | 468.591 |
| Additions | - | 56 | 1.713 | 245 | 76 | 2.090 |
| Construction in progress & advances | - | 40 | - | - | - | 40 |
| Disposals | - | - | (7) | - | - | (7) |
| Transfer to / from & reclassification | - | - | - | - | - | - |
| Exchange differences | (199) | (1.696) | (10.279) | (248) | (262) | (12.684) |
| Closing balance at 31.03.2016 | 9.695 | 92.583 | 335.154 | 7.055 | 13.543 | 458.030 |
| Accumulated Depreciation | ||||||
| Opening balance at 01.01.2016 | - | 39.208 | 205.352 | 5.150 | 11.395 | 261.105 |
| Additions | - | 605 | 5.702 | 195 | 202 | 6.704 |
| Disposals | - | - | - | - | - | - |
| Transfer to / from & reclassification | - | - | - | - | - | - |
| Exchange differences | - | (664) | (5.905) | (214) | (232) | (7.015) |
| Closing balance at 31.03.2016 | - | 39.149 | 205.149 | 5.131 | 11.365 | 260.794 |
| Net book value at 31.03.2016 | 9.695 | 53.434 | 130.005 | 1.924 | 2.178 | 197.236 |
Construction in progress is always capitalised until the end of the forthcoming year.
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | |
| Cost | ||||||
| Opening balance at 01.01.2015 | 9.998 | 88.844 | 327.541 | 6.737 | 12.937 | 446.057 |
| Additions | - | 276 | 3.173 | 276 | 98 | 3.823 |
| Construction in progress & advances | - | 3 | 2.993 | - | - | 2.996 |
| Disposals | - | - | (32) | (96) | (1) | (129) |
| Transfer to / from & reclassification | - | 409 | (409) | - | - | - |
| Impairment charge due to fire | - | - | - | - | - | - |
| Impairment charge arising on | ||||||
| restructuring | - | - | - | - | - | - |
| Exchange differences | 470 | 3.084 | 8.516 | (144) | 324 | 12.250 |
| Closing balance as at 31.03.2015 | 10.468 | 92.616 | 341.782 | 6.773 | 13.358 | 464.997 |
| Accumulated Depreciation | ||||||
| Opening balance at 01.01.2015 | - | 35.115 | 193.618 | 4.954 | 10.843 | 244.530 |
| Additions | - | 657 | 6.939 | 154 | 193 | 7.943 |
| Disposals | - | - | (13) | (95) | - | (108) |
| Transfer to / from & reclassification | - | 191 | (191) | - | - | - |
| Impairment charge due to fire | - | - | - | - | - | - |
| Exchange differences | - | 1.385 | 4.130 | (84) | 277 | 5.708 |
| Closing balance as at 31.03.2015 | - | 37.348 | 204.483 | 4.929 | 11.313 | 258.073 |
| Net book value at 31.03.2015 | 10.468 | 55.268 | 137.299 | 1.844 | 2.045 | 206.924 |
There are no pledged assets as at 31.12.2015 and 31.03.2016.
| Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | ||
| Cost | |||||||
| Opening balance at 01.01.2016 | 303 | 9.016 | 14.071 | 260 | 2.591 | 26.241 | |
| Additions | - | 3 | 1 | - | 1 | 5 | |
| Construction in progress & advances | - | - | - | - | - | - | |
| Disposals | - | - | - | - | - | - | |
| Transfer to / from & reclassification | - | - | - | - | - | - | |
| Closing balance at 31.03.2016 | 303 | 9.019 | 14.072 | 260 | 2.592 | 26.246 | |
| Accumulated Depreciation | |||||||
| Opening balance at 01.01.2016 | - | 4.768 | 12.672 | 245 | 2.352 | 20.037 | |
| Additions | - | 99 | 82 | 1 | 23 | 205 | |
| Disposals | - | - | - | - | - | - | |
| Closing balance at 31.03.2016 | - | 4.867 | 12.754 | 246 | 2.375 | 20.242 | |
| Net book value at 31.03.2016 | 303 | 4.152 | 1.318 | 14 | 217 | 6.004 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| Land | Building & technical works |
Machinery technical installation |
Motor vehicles |
Furniture & fixtures |
Total | |
| Cost | ||||||
| Opening balance at 01.01.2015 | 303 | 8.992 | 16.504 | 297 | 2.468 | 28.564 |
| Additions | - | - | 33 | - | - | 33 |
| Construction in progress & advances | - | - | - | - | - | - |
| Disposals | - | - | - | - | - | - |
| Transfer to / from & reclassification | - | 39 | (39) | - | - | - |
| Closing balance as at 31.03.2015 | 303 | 9.031 | 16.498 | 297 | 2.468 | 28.597 |
| Accumulated Depreciation | ||||||
| Opening balance at 01.01.2015 | - | 4.388 | 14.896 | 274 | 2.269 | 21.827 |
| Additions | - | 100 | 88 | 2 | 18 | 208 |
| Disposals | - | - | - | - | - | - |
| Closing balance as at 31.03.2015 | - | 4.488 | 14.984 | 276 | 2.287 | 22.035 |
| Net book value at 31.03.2015 | 303 | 4.543 | 1.514 | 21 | 181 | 6.562 |
There are no pledged assets as at 31.12.2015 and 31.03.2016.
The Parent Company has proceeded to test for impairment its manufacturing operations in Hellas as at 31.12.2015. The recoverable amount of this operation is determined by calculating its value in use that is based on cash flow projections derived from the operation's financial budgets that have been approved by management and which cover a five year forecast period.
Following the completion of the value in use calculation, the Parent Company's management concluded that no impairment is necessary as at 31 December 2015.
| Consolidated | |||||
|---|---|---|---|---|---|
| Goodwill | Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | |
| Cost | |||||
| Opening balance at 01.01.2016 | 1.514 | 30.075 | 216 | 25.310 | 57.115 |
| Additions | - | 183 | - | 52 | 235 |
| Construction in progress & advances | - | 428 | - | - | 428 |
| Exchange differences | - | (139) | 3 | (138) | (274) |
| Closing balance at 31.03.2016 | 1.514 | 30.547 | 219 | 25.224 | 57.504 |
| Accumulated Depreciation | |||||
| Opening balance at 01.01.2016 | - | 20.713 | 190 | 17.717 | 38.620 |
| Additions | - | 422 | 8 | 674 | 1.104 |
| Exchange differences | - | (12) | 3 | (82) | (91) |
| Closing balance at 31.03.2016 | - | 21.123 | 201 | 18.309 | 39.633 |
| Net book value at 31.03.2016 | 1.514 | 9.424 | 18 | 6.915 | 17.871 |
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. At each balance sheet date the Group performs an analysis to assess whether the carrying amount of goodwill is recoverable. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is performed on the cashgenerating units that are expected to benefit from the acquisition from which goodwill was derived.
The existing goodwill € 1,514 th., which resulted from the business combination of Frigoglass Jebel Ali FZE (Dubai), has been allocated to cash generating units related to the Group's operations in Dubai for the respective subsidiary.
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations are based on cash flow projections, prepared as at 31 December 2015, which require the use of estimates approved by Management and covering a five year period.
The key assumptions used for the Value-in-use calculation are as follows: Discount rate (pre-tax): 11.2 %, Gross margins: 2.5%-4% , Perpetuity growth rate: 2%
As at 31 December 2015, if any of the assumptions used were 10% lower or higher, the Group would not need to reduce the carrying value of goodwill.
Construction in progress is always capitalised until the end of the forthcoming year.
| Consolidated | |||||
|---|---|---|---|---|---|
| Goodwill | Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | |
| Cost | |||||
| Opening balance at 01.01.2015 | 1.514 | 27.393 | 226 | 23.615 | 52.748 |
| Additions | - | 83 | - | 97 | 180 |
| Construction in progress & advances | - | 572 | - | - | 572 |
| Disposals | - | - | - | - | - |
| Impairment charge arising on restructuring | - | - | - | - | - |
| Exchange differences | - | 590 | 6 | 407 | 1.003 |
| Closing balance as at 31.03.2015 | 1.514 | 28.638 | 232 | 24.119 | 54.503 |
| Accumulated Depreciation | |||||
| Opening balance at 01.01.2015 | - | 18.492 | 165 | 14.939 | 33.596 |
| Additions | - | 441 | 8 | 564 | 1.013 |
| Disposals | - | - | - | - | |
| Exchange differences | - | 380 | 5 | 262 | 647 |
| Closing balance as at 31.03.2015 | - | 19.313 | 178 | 15.765 | 35.256 |
| Net book value at 31.03.2015 | 1.514 | 9.325 | 54 | 8.354 | 19.247 |
| Parent Company | |||||
|---|---|---|---|---|---|
| Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | ||
| Cost | |||||
| Opening balance at 01.01.2016 | 18.873 | 35 | 16.040 | 34.948 | |
| Additions | 68 | - | 40 | 108 | |
| Construction in progress & advances | 394 | - | - | 394 | |
| Closing balance at 31.03.2016 | 19.335 | 35 | 16.080 | 35.450 | |
| Accumulated Depreciation | |||||
| Opening balance at 01.01.2016 | 13.993 | 35 | 11.626 | 25.654 | |
| Additions | 284 | - | 370 | 654 | |
| Closing balance at 31.03.2016 | 14.277 | 35 | 11.996 | 26.308 | |
| Net book value at 31.03.2016 | 5.058 | - | 4.084 | 9.142 |
Construction in progress and advances is always capitalised until the end of the forthcoming year.
| Parent Company | |||||
|---|---|---|---|---|---|
| Development costs |
Patterns & trade marks |
Software & other intangible assets |
Total | ||
| Cost | |||||
| Opening balance at 01.01.2015 | 16.896 | 35 | 15.230 | 32.161 | |
| Additions | - | - | 98 | 98 | |
| Construction in progress & advances | 513 | - | - | 513 | |
| Closing balance as at 31.03.2015 | 17.409 | 35 | 15.328 | 32.772 | |
| Accumulated Depreciation | |||||
| Opening balance at 01.01.2015 | 12.846 | 35 | 10.201 | 23.082 | |
| Additions | 236 | - | 355 | 591 | |
| Closing balance as at 31.03.2015 | 13.082 | 35 | 10.556 | 23.673 | |
| Net book value at 31.03.2015 | 4.327 | - | 4.772 | 9.099 |
| Consolidated | Parent Company | ||
|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 |
| 67.839 | 64.880 | 3.816 | 4.091 |
| 2.886 | 2.102 | 211 | 222 |
| 53.965 | 50.657 | 779 | 757 |
| (19.907) | (20.413) | (2.751) | (2.757) |
| 104.783 | 97.226 | 2.055 | 2.313 |
| Consolidated | Parent Company | ||
|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 |
| 108.983 | 102.590 | 11.656 | 11.260 |
| (3.724) | (3.552) | (1.781) | (1.781) |
| 105.259 | 99.038 | 9.875 | 9.479 |
The fair value of trade debtors closely approximates their carrying value. The Group and the Company have a significant concentration of credit risk with specific customers which comprise large international groups like Coca - Cola HBC, other Coca - Cola bottlers, Diageo - Guinness, Heineken , Efes Group.
The Group does not require its customers to provide any pledges or collaterals given the high calibre and international reputation of its customer portfolio.
Management does not expect any losses from non performance of trade receivables, other than provides for as at 31.03.2016.
| Analysis of provisions for trade receivables: | Consolidated | Parent Company | ||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Opening balance at 01/01 | 3.552 | 2.108 | 1.781 | 1.215 |
| Additions during the year | 175 | 1.495 | - | 924 |
| Unused amounts reversed | - | (7) | - | - |
| Total charges to income statement | 175 | 1.488 | - | 924 |
| Realized during the year | - | (53) | - | (358) |
| Exchange differences | (3) | 9 | - | - |
| Closing Balance | 3.724 | 3.552 | 1.781 | 1.781 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| V.A.T receivable | 8.883 | 9.857 | 28 | 280 |
| Grants for exports receivable | 11.200 | 11.222 | - | - |
| Insurance claims | 1.580 | 1.781 | 193 | 164 |
| Prepaid expenses | 3.157 | 1.927 | 355 | 178 |
| Other taxes receivable | 4.181 | 3.459 | - | - |
| Advances to employees | 913 | 956 | 65 | 51 |
| Other receivables | 8.479 | 5.707 | 2.960 | 264 |
| Total | 38.393 | 34.909 | 3.601 | 937 |
Grants for Exports are granted by the Nigerian Government on exports of goods produced in the country and are recognized at fair value. Management does not expect any losses from the non recoverability of these grants.
The V.A.T receivable is fully recoverable through the operating activity of the Group and the Company.
Other receivables comprise various prepayments, government grants and accrued income not invoiced.
The fair value of other receivables closely approximates their carrying value.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Cash on hand | 58 | 60 | 4 | 3 |
| Short term bank deposits | 61.179 | 57.432 | 12.042 | 4.561 |
| Total | 61.237 | 57.492 | 12.046 | 4.564 |
Short term bank deposits equal to € 30.6 m at banks in Nigeria in foreign currency Naira are subject to capital controls. The effective interest rate on short term bank deposits for March 2016 is 1.55% (December 2015: 0.27% )
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Taxes and duties payable | 3.297 | 3.967 | 350 | 459 |
| VAT payable | 17 | 257 | - | - |
| Social security insurance | 1.495 | 1.052 | 224 | 487 |
| Dividends payable to company' s shareholders | 3 | 3 | 3 | 3 |
| Customers' advances | 2.614 | 1.168 | 26 | 26 |
| Other taxes payable | 1.331 | 1.345 | - | - |
| Accrued discounts on sales | 7.282 | 5.966 | 501 | 355 |
| Accrued fees & costs payable to third parties | 8.004 | 5.850 | 942 | 639 |
| Accrued payroll expenses | 6.078 | 4.272 | 969 | 419 |
| Other accrued expenses | 8.012 | 4.235 | - | 49 |
| Expenses for restructuring activities | 1.648 | 1.662 | - | - |
| Accrual for warranty expenses | 1.552 | 1.709 | 10 | 10 |
| Other payables | 5.338 | 5.632 | 296 | 233 |
| Total | 46.671 | 37.118 | 3.321 | 2.680 |
The fair value of other creditors closely approximates their carrying value.
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Bank loans | - | 12 | - | - |
| Intergroup Bond Loan | 246.475 | - | 74.668 | 76.650 |
| Bond Loan | - | - | - | - |
| Total non current borrowings | 246.475 | 12 | 74.668 | 76.650 |
| Consolidated | Parent Company | |||
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Bank overdrafts | 4.264 | 2.709 | - | - |
| Bank loans | 119.010 | 112.682 | - | - |
| Intergroup Bond Loan | - | - | 7.873 | 6.134 |
| Bond Loan | - | 246.095 | - | - |
| Current portion of non current borrowings | 258 | 516 | - | - |
| Total current borrowings | 123.532 | 362.002 | 7.873 | 6.134 |
| Total borrowings | 370.007 | 362.014 | 82.541 | 82.784 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Between 1 & 2 years | - | 12 | - | - |
| Between 2 & 5 years | 246.475 | - | 74.668 | 76.650 |
| Over 5 years | - | - | - | - |
| Total | 246.475 | 12 | 74.668 | 76.650 |
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 |
|---|---|---|---|
| 8,98% | 8,98% | 9,13% | 9,13% |
| 8,98% | 8,98% | - | - |
| 8,01% | 8,19% | - | - |
| 6,26% | 5,88% | - | - |
| Net debt / Total capital (A) / (C) | 104,2% | 100,1% | 90,2% | 86,1% |
|---|---|---|---|---|
| Total capital (C) = (A) + (B) | 296.331 | 304.098 | 78.196 | 90.870 |
| Total equity (B) | (12.439) | (424) | 7.701 | 12.650 |
| Net debt (A) |
308.770 | 304.522 | 70.495 | 78.220 |
| Cash & cash equivalents | (61.237) | (57.492) | (12.046) | (4.564) |
| Total borrowings | 370.007 | 362.014 | 82.541 | 82.784 |
| Consolidated | Parent Company | ||
|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 |
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
The foreign Currency exposure of borrowings is as follows:
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | |||||
| Current borrowings |
Non current borrowings |
Total | Current borrowings |
Non current borrowings |
Total | |
| - EURO | 121.147 | 246.475 | 367.622 | 331.153 | - | 331.153 |
| - USD | - | - | - | 25.076 | - | 25.076 |
| - AED | - | - | - | 44 | 12 | 56 |
| - CNY | - | - | - | - | - | - |
| - INR | 2.385 | - | 2.385 | 2.709 | - | 2.709 |
| - NAIRA | - | - | - | 2.907 | - | 2.907 |
| - RON | - | - | - | 113 | - | 113 |
| Total | 123.532 | 246.475 | 370.007 | 362.002 | 12 | 362.014 |
| Parent Company | ||||||
|---|---|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | |||||
| Current borrowings |
Non current borrowings |
Total | Current borrowings |
Non current borrowings |
Total | |
| - EURO | 7.873 | 74.668 | 82.541 | 6.134 | 76.650 | 82.784 |
| Total | 7.873 | 74.668 | 82.541 | 6.134 | 76.650 | 82.784 |
The Group's principal sources of liquidity are cash flow generated from operating activities, uncommitted local overdraft facilities and committed and uncommitted short- and long-term local bank borrowing facilities, two bilateral revolving credit facilities (RCFs)and other forms of indebtedness.
In May 2013, the Company announced that its subsidiary Frigoglass Finance B.V. issued € 250,000,000 Senior Notes due on May 15, 2018 (the "Notes"), at a fixed coupon of 8.25% per annum and at an issue price of 100%. The issue was finalized on May 20, 2013. The proceeds from the issue were used to refinance existing Group facilities and pay the fees and expenses related to the offering and sale of the Notes.
In addition, on May 20, 2013, Frigoglass Finance B.V. entered into two bilateral credit revolving facilities of a total amount of €50 million with a three year maturity. The RCFs had a maturity date of May 17, 2016, which was extended as described below.
Both the Notes and the credit revolving facilities are fully and unconditionally guaranteed on a senior unsecured basis by Frigoglass S.A.I.C., Frigoinvest Holdings B.V. (the direct parent company of the Issuer) and by the following subsidiaries of Frigoinvest Holdings B.V.: Beta Glass Plc, Frigoglass Eurasia LLC, PT Frigoglass Indonesia, Frigoglass Industries (Nigeria) Ltd, Frigoglass Jebel Ali FZE, Frigoglass North America Ltd. Co., Frigoglass Turkey Soğutma Sanayi İç ve Dıs Ticaret A.Ş., Frigoglass South Africa Ltd and Frigoglass Romania SRL.
The fair value of current and non-current borrowings closely approximates their carrying value. With the exception of the Notes, the Group borrows at floating interest rates, which are renegotiated in periods shorter than six months. With regards to the Notes, despite the fact that were issued at a fixed annual coupon of 8.25%, at the balance sheet date their market return is close to the fixed annual interest coupon.
There are no pledged assets as at 31.12.2015 and 31.03.2016.
The Notes are subject to restrictive covenants while under the RCFs, the Group was required to comply with financial covenants relating to its solvency, profitability and liquidity as described below:
a) Net debt to EBITDA
b) EBITDA to net interest
At the year end date the Group obtained waivers relating to breach of its financial covenants in relation to its RCFs.
As at 31.12.2015 in accordance with IFRS the Notes were classified as Current Liabilities on the assumption that the debt under theRCFs could have technically been accelerated by the lenders and therefore trigger an event of default under the Notes due to the fact that the waivers obtained as at 31.12.2015 did not originally cover a period of 12 months after the year end, despite the agreement reached with the RCF lenders on March 31, 2016 to extend and amend the RCFs until 31 March 2017.
However, as mentioned above, the breaches of covenants under the RCFs had been consecutively waived by the lenders under the RCFs for all the relevant periods and therefore no default, cross default or cross acceleration has actually occurred under the Notes as a result of such breaches.
On April 26, 2016, the Revolving Credit Facility ( RCF ) lenders and the Company entered into an amended and restated revolving credit facility (the Amended and Restated Agreement). Under the Amended and Restated Agreement, the RCF lenders extended the maturity of the RCFs until March 31, 2017 and agreed to remove certain financial covenants and waive any outstanding defaults or events of defaults.
The effectiveness of the Amended and Restated Agreement was conditional on the term loan being provided by Boval SA, an affiliate of Frigoglass' ultimate shareholder Truad Verwaltungs AG.
In April 2016 Frigoglass Finance B.V. has signed a loan agreement of a total amount of € 30 million due at 31.03.2017 with BOVAL S.A on the same terms as the RCFs.
BOVAL S.A in Luxembourg is a subsidiary of Truad Verwaltungs A.G.
As a result of the above in accordance with IFRS the Notes, as at 31.03.2016 were classified as Long Term Liabilities.
| Parent Company | ||
|---|---|---|
| 31.03.2016 | 31.12.2015 | |
| Net book value |
Net book value |
|
| Frigoinvest Holdings B.V (The Netherlands) | 58.045 | 58.045 |
| Total | 58.045 | 58.045 |
In its separate financial statements, the Parent Company accounts for investments in subsidiaries at historic cost less any impairment losses.
The Group performed impairment test for its investments in subsidiaries and no impairment loss identified.
The subsidiaries of the Group, the country of incorporation and their shareholding status as at 31.03.2016 are described below:
| Country of | Consolidation | % | |
|---|---|---|---|
| Company name & business segment | incorporation | method | Shareholding |
| ICM Operations | |||
| Frigoglass S.A.I.C. | Hellas | Parent Company | |
| SC. Frigoglass Romania SRL | Romania | Full | 100% |
| PT Frigoglass Indonesia | Indonesia | Full | 99,98% |
| Frigoglass South Africa Ltd | South Africa | Full | 100% |
| Frigoglass Eurasia LLC | Russia | Full | 100% |
| Frigoglass (Guangzhou) Ice Cold Equipment Co. ,Ltd. |
China | Full | 100% |
| Scandinavian Appliances A.S | Norway | Full | 100% |
| Frigoglass Ltd. | Ireland | Full | 100% |
| Frigoglass Iberica SL | Spain | Full | 100% |
| Frigoglass Sp zo.o | Poland | Full | 100% |
| Frigoglass India PVT.Ltd. | India | Full | 100% |
| Frigoglass Turkey Soğutma Sanayi İç ve Dış Ticaret Anonim Şirketi |
Turkey | Full | 99,60% |
| Frigoglass North America Ltd. Co | USA | Full | 100% |
| Frigoglass Philippines Inc. | Philippines | Full | 100% |
| Frigoglass East Africa Ltd. | Kenya | Full | 100% |
| Frigoglass GmbH | Germany | Full | 100% |
| Frigoglass Nordic AS | Norway | Full | 100% |
| Frigoglass West Africa Limited | Nigeria | Full | 76,03% |
| Frigoglass Cyprus Limited | Cyprus | Full | 100% |
| Norcool Holding A.S | Norway | Full | 100% |
| Frigoinvest Holdings B.V | The Netherlands | Full | 100% |
| Frigoglass Finance B.V | The Netherlands | Full | 100% |
| Frigoglass MENA FZE | Dubai | Full | 100% |
| 3P Frigoglass Romania SRL | Romania | Full | 100% |
| Glass Operations | |||
| Frigoglass Global Limited | Cyprus | Full | 100% |
| Frigoglass Jebel Ali FZE | Dubai | Full | 100% |
| Beta Glass Plc. | Nigeria | Full | 55,21% |
| Frigoglass Industries (NIG.) Ltd | Nigeria | Full | 76,03% |
All subsidiary undertakings are included in the consolidation. The Parent Company does not have any shareholdings in the preference shares of subsidiary undertakings included in the Group.
In May 2015 the Group acquired the remaining 20% of Frigoglass Jebel Ali FZE for the amount of € 3,724 million and as at 31.12.2015 owns 100% of the share capital of Frigoglass Jebel Ali FZE and reported a loss Euro 10,7 millions in equity.
The share capital of the company comprises of 50,593,832 fully paid up ordinary shares of € 0.30 each.
The share premium accounts represents the difference between the issue of shares (in cash) and their par value.
| Number of shares |
Share capital -000' Euro |
Share premium -000' Euro |
|
|---|---|---|---|
| Balance at 01.01.2015 | 50.593.832 | 15.178 | 2.755 |
| Balance at 31.12.2015 | 50.593.832 | 15.178 | 2.755 |
| Balance at 01.01.2016 | 50.593.832 | 15.178 | 2.755 |
| Balance at 31.03.2016 | 50.593.832 | 15.178 | 2.755 |
Dividends are recorded in the financial statements, as a liability, in the period in which they are approved by the Shareholders Meeting.
i) The Annual General Assembly of June 8, 2007 approved a share option plan with beneficiaries executive members of the Company's BoD, employees of the Company and employees of the Company's affiliates in replacement of the previous Phantom option plan.
According to the above General Assembly resolution, a maximum of 428,870 share options were approved, each corresponding to one (1) ordinary share of the Company.
ii) The Annual General Assembly of June 5, 2009 approved a share option plan with beneficiaries executive members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 500,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
iii) The Annual General Assembly of May 14, 2010 approved a share option plan with beneficiaries executive members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 600,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
iv) On 14.12.2011 Frigoglass Board of Directors resolved to adjust of the approved share options price for option holders pursuant to the Company's share option plan, following the decision of the Annual General Meeting at 31.05.2011 to modify the company's share capital.
According to the aforementioned decision, the Board of Directors also decided the increase of the stock option rights by 25%, in line with the bonus share issue of one new share for every four existing shares.
v) The Annual General Assembly of May 29, 2012 approved a share option plan with beneficiaries executive members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 600,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
vi) The Annual General Assembly of May 27, 2014 approved a share option plan with beneficiaries executive members of the Company's BoD, employees of the Company and employees of the Company's affiliates.
According to the above General Assembly resolution, a maximum of 600,000 share options were approved, each corresponding to one (1) ordinary share of the Company.
| Program of options | Start of exercise period |
Expiry date |
Number of options issued |
Number of options exercised/ cancelled |
Number of outstanding options |
|---|---|---|---|---|---|
| Program approved by BoD on 02.08.2007 | |||||
| Exercise price at 13.15 Euro per share | 08.06.2007 | 17.12.2016 | 34.589 | 34.589 | - |
| Exercise price at 13.15 Euro per share | 01.01.2008 | 17.12.2016 | 34.589 | 24.875 | 9.714 |
| Exercise price at 13.15 Euro per share | 01.01.2009 | 17.12.2016 | 34.586 | 22.736 | 11.850 |
| Total | 103.764 | 82.200 | 21.564 | ||
| Program approved by BoD on 14.05.2008 | |||||
| Exercise price at 15.83 Euro per share | 14.05.2008 | 17.12.2017 | 33.083 | 18.750 | 14.333 |
| Exercise price at 15.83 Euro per share | 14.05.2009 | 17.12.2017 | 33.083 | 18.750 | 14.333 |
| Exercise price at 15.83 Euro per share | 14.05.2010 | 17.12.2017 | 33.088 | 18.753 | 14.335 |
| Σύνολο | 99.253 | 56.253 | 43.000 | ||
| Program approved by BoD on 19.06.2009 | |||||
| Exercise price at 3.07 Euro per share | 19.06.2009 | 31.12.2018 | 204.673 | 144.886 | 59.787 |
| Exercise price at 3.07 Euro per share | 01.01.2010 | 31.12.2018 | 204.673 | 144.907 | 59.765 |
| Exercise price at 3.07 Euro per share | 01.01.2011 | 31.12.2018 | 204.671 | 141.701 | 62.970 |
| Σύνολο | 614.016 | 431.495 | 182.522 | ||
| Program approved by BoD on 11.12.2009 | |||||
| Exercise price at 3.07 Euro per share | 11.12.2009 | 31.12.2018 | 3.541 | - | 3.541 |
| Exercise price at 3.07 Euro per share | 01.01.2010 | 31.12.2018 | 3.541 | - | 3.541 |
| Exercise price at 3.07 Euro per share | 01.01.2011 | 31.12.2018 | 3.543 | - | 3.543 |
| Σύνολο | 10.625 | - | 10.625 | ||
| Program approved by BoD on 17.11.2010 | |||||
| Exercise price at 5.54 Euro per share | 17.11.2010 | 31.12.2019 | 74.699 | 43.905 | 30.794 |
| Exercise price at 5.54 Euro per share | 01.01.2011 | 31.12.2019 | 74.729 | 38.961 | 35.768 |
| Exercise price at 5.54 Euro per share | 01.01.2012 | 31.12.2019 | 74.735 | 32.755 | 41.980 |
| Σύνολο | 224.163 | 115.620 | 108.543 | ||
| Program approved by BoD on 03.01.2011 | |||||
| Exercise price at 5.54 Euro per share | 03.01.2011 | 31.12.2020 | 80.326 | 44.143 | 36.184 |
| Exercise price at 5.54 Euro per share | 03.01.2012 | 31.12.2020 | 80.354 | 36.781 | 43.573 |
| Exercise price at 5.54 Euro per share | 03.01.2013 | 31.12.2020 | 80.364 | 36.784 | 43.580 |
| Σύνολο | 241.044 | 117.708 | 123.336 | ||
| Program approved by BoD on 15.06.2012 | |||||
| Exercise price at 3.55 Euro per share | 01.12.2013 | 31.12.2022 | 10.000 | - | 10.000 |
| Exercise price at 3.55 Euro per share | 01.12.2014 | 31.12.2022 | 10.000 | - | 10.000 |
| Exercise price at 3.55 Euro per share | 01.12.2015 | 31.12.2022 | 10.000 | - | 10.000 |
| Total | 30.000 | - | 30.000 |
| Program of options | Start of exercise period |
Expiry date |
Number of options issued |
Number of options exercised/ cancelled |
Number of outstanding options |
|---|---|---|---|---|---|
| Program approved by BoD on 10.12.2012 | |||||
| Exercise price at 5.54 Euro per share | 10.12.2012 | 31.12.2021 | 79.707 | 16.732 | 62.975 |
| Exercise price at 5.54 Euro per share | 01.01.2013 | 31.12.2021 | 79.720 | 16.736 | 62.984 |
| Exercise price at 5.54 Euro per share | 01.01.2014 | 31.12.2021 | 79.743 | 21.186 | 58.557 |
| Total | 239.170 | 54.654 | 184.516 | ||
| Program approved by BoD on 23.10.2013 | |||||
| Exercise price at 5.59 Euro per share | 01.12.2013 | 31.12.2022 | 90.503 | 2.500 | 88.003 |
| Exercise price at 5.59 Euro per share | 01.12.2014 | 31.12.2022 | 90.503 | 8.000 | 82.503 |
| Exercise price at 5.59 Euro per share | 01.12.2015 | 31.12.2022 | 90.494 | 8.000 | 82.494 |
| Total | 271.500 | 18.500 | 253.000 | ||
| Program approved by BoD on 27.06.2014 | |||||
| Exercise price at 3.79 Euro per share | 01.12.2014 | 31.12.2023 | 99.499 | - | 99.499 |
| Exercise price at 3.79 Euro per share | 01.12.2015 | 31.12.2023 | 99.499 | - | 99.499 |
| Exercise price at 3.79 Euro per share | 01.12.2016 | 31.12.2023 | 99.502 | - | 99.502 |
| Total | 298.500 | - | 298.500 | ||
| Program approved by BoD on 12.05.2015 | |||||
| Exercise price at 1.90 Euro per share | 01.12.2015 | 31.12.2024 | 99.998 | - | 99.998 |
| Exercise price at 1.90 Euro per share | 01.12.2016 | 31.12.2024 | 99.998 | - | 99.998 |
| Exercise price at 1.90 Euro per share | 01.12.2017 | 31.12.2024 | 100.004 | - | 100.004 |
| Total | 300.000 | - | 300.000 | ||
| Program approved by BoD on 04.11.2015 | |||||
| Exercise price at 2.21 Euro per share | 01.12.2015 | 31.12.2024 | 6.667 | - | 6.667 |
| Exercise price at 2.21 Euro per share | 01.12.2016 | 31.12.2024 | 6.667 | - | 6.667 |
| Exercise price at 2.21 Euro per share | 01.12.2017 | 31.12.2024 | 6.666 | - | 6.666 |
| Total | 20.000 | - | 20.000 | ||
| Grand Total | 2.452.034 | 876.429 | 1.575.605 |
On 5.11.2014 Frigoglass Board of Directors resolved to cancel 488.861 share options for personnel that are not employees of the company anymore.
The weighted average fair value of the new options granted during the year was determined using the Black-Scholes valuation model and amounted to Euro 0.11 per option.
| Program approved by BoD on: | 27.05.2015 | 04.11.2015 | |
|---|---|---|---|
| The key assumptions used in the valuation | Weighted average share price | 1,90 € | 2,21 € |
| model are the following: | Volatility | 13,97% | 13,88% |
| Dividend yield | 0,0% | 0,0% | |
| Discount rate | 0,73% | 0,11% |
| Consolidated | |||||||
|---|---|---|---|---|---|---|---|
| Statutory reserves |
Share option reserve |
Extraordinary reserves |
Cash flow hedge reserve |
Tax free reserves |
Currency translation reserve |
Total | |
| Balance at 01.01.2015 | 4.177 | 609 | 9.224 | (39) | 6.833 | (5.331) | 15.473 |
| Additions for the year | - | - | - | (130) | - | - | (130) |
| Transfer from/ |
|||||||
| Net profit | - | - | - | 63 | - | - | 63 |
| Exchange differences | - | - | (166) | - | - | 668 | 502 |
| Balance at 31.03.2015 | 4.177 | 609 | 9.058 | (106) | 6.833 | (4.663) | 15.908 |
| Balance at 01.04.2015 | 4.177 | 609 | 9.058 | (106) | 6.833 | (4.663) | 15.908 |
| Additions for the year | - | - | - | (60) | - | - | (60) |
| Expiration / Cancellation of | |||||||
| share option reserve | - | 58 | - | - | - | - | 58 |
| Transfer from/ |
|||||||
| Net profit | 166 | 166 | |||||
| Non controlling interests from | |||||||
| acquisitions | (3.531) | (3.531) | |||||
| Exchange differences | - | - | (153) | - | - | 612 | 459 |
| Balance at 31.12.2015 | 4.177 | 667 | 8.905 | - | 6.833 | (7.582) | 13.000 |
| Balance at 01.01.2016 | 4.177 | 667 | 8.905 | - | 6.833 | (7.582) | 13.000 |
|---|---|---|---|---|---|---|---|
| Exchange differences | - | - | (125) | - | - | (2.233) | (2.358) |
| Balance at 31.03.2016 | 4.177 | 667 | 8.780 | - | 6.833 | (9.815) | 10.642 |
| FRIGOGLASS | ||
|---|---|---|
| Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Statutory reserves |
Share option reserve |
Extraordina ry reserves |
Tax free reserves |
Total | ||||
| Balance at 01.01.2015 | 4.019 | 609 | 4.834 | 6.833 | 16.295 | |||
| Balance at 31.03.2015 | 4.019 | 609 | 4.834 | 6.833 | 16.295 | |||
| Balance at 01.04.2015 | 4.019 | 609 | 4.834 | 6.833 | 16.295 | |||
| Expiration/Cancellation of share option reserve |
- | 58 | - | - | 58 | |||
| Balance at 31.12.2015 | 4.019 | 667 | 4.834 | 6.833 | 16.353 | |||
| Balance at 01.01.2016 | 4.019 | 667 | 4.834 | 6.833 | 16.353 | |||
| Balance at 31.03.2016 | 4.019 | 667 | 4.834 | 6.833 | 16.353 |
A statutory reserve is created under the provisions of Hellenic law (Law 2190/20) 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 up share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.
The share option reserve refers to a share option program with beneficiaries the Company's BoD executive members and employees and is analyzed in Note 15 of the 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
a) by postponing the tax liability till the reserves are distributed to the shareholders, or
b) 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 will be in effect at the time of the profits distributions.
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 | |||
|---|---|---|---|---|
| 31.03.2016 | 31.03.2015 | 31.03.2016 | 31.03.2015 | |
| Interest expense | 7.295 | 6.381 | 1.742 | 1.686 |
| Interest income | (216) | (273) | - | (4) |
| Net interest expense / |
7.079 | 6.108 | 1.742 | 1.682 |
| Exchange loss / (gain) & | ||||
| Other Financial Costs | 5.240 | (13.476) | 307 | (1.584) |
| Loss / |
||||
| instruments | (2.855) | 10.478 | (268) | 1.204 |
| Net finance cost / |
9.464 | 3.110 | 1.781 | 1.302 |
The income tax rates in the countries where the Group operates are between 0% and 38.3%. Some of non deductible expenses, tax losses for which no deferred income tax asset was recognised and, the different tax rates in the countries that the Group operates, create an effective tax rate for the Group. (Hellenic taxation rate is 29%)
For the financial years 2011 to 2014, all Hellenic Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory financial statements must in addition obtain an "Annual Tax Certificate" as provided for by paragraph 5 of Article 82 of L.2238/1994 for the financial years 2011-2013 and the Article 65A of L.4174/2013 for the financial years 2014-2015. This "Annual Tax Certificate" must be issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements.
Upon completion of the tax audit, the statutory auditor or audit firm must issue a "Tax Compliance Report" which will subsequently be submitted electronically to the Ministry of Finance.
The Parent Company has not been audited by tax authorities for the 2010 financial year.
For the Parent Company, the "Tax Compliance Report" for the financial years 2011 - 2014 has been issued with no substantial adjustments with respect to the tax expense and corresponding tax provision as reflected in the annual financial statements of 2011 - 2014.
For the 2015 financial year, the tax audit is being performed by the Company's independent auditors according to the requirements of Article 65A of Law 4174/2013. The Company's management does not expect that additional tax liabilities will arise, in excess of those disclosed in the financial statements, upon the completion of the tax audit. For the unaudited tax years, the possibility exists that additional taxes and penalties may arise at the time when the tax years are audited and finalized.
The tax returns of the Parent Company and the Group's subsidiaries have not been assessed by the tax authorities for different periods. ( see the table below)
Until the tax audit assessment for the companies described in the table above are finalized, the tax liability can not be reliably measured for those years. The Group provides additional tax in relation to the outcome of such tax assessments, to the extent that a liability is probable and estimable.
As from 2015, applicable in Greece new tax rates 29%. For the year 2014, the rate used for the calculation of corporate and deferred taxes was 26%.
Note: For some countries the tax audit is not obligated and is taken place under specific requirements.
| Company | Country | Unaudited tax years |
Line of Business |
|---|---|---|---|
| Frigoglass S.A.I.C. - Parent Company | Hellas | 2010 & 2015 | Ice Cold Merchandisers |
| SC. Frigoglass Romania SRL | Romania | 2010-2015 | Ice Cold Merchandisers |
| PT Frigoglass Indonesia | Indonesia | 2012-2015 | Ice Cold Merchandisers |
| Frigoglass South Africa Ltd | S. Africa | 2006-2015 | Ice Cold Merchandisers |
| Frigoglass Eurasia LLC | Russia | 2014-2015 | Ice Cold Merchandisers |
| Frigoglass (Guangzhou) Ice Cold Equipment Co. ,Ltd. |
China | 2015 | Ice Cold Merchandisers |
| Frigoglass Ltd. | Ireland | 2002-2015 | Sales Office |
| Frigoglass Iberica SL | Spain | 2004-2015 | Sales Office |
| Frigoglass Sp zo.o | Poland | 2011-2015 | Sales Office |
| Frigoglass India PVT.Ltd. | India | 2012-2015 | Ice Cold Merchandisers |
| Frigoglass Turkey Soğutma Sanayi İç ve Dış Ticaret Anonim Şirketi |
Turkey | 2011-2015 | Sales Office |
| Frigoglass North America Ltd. Co | USA | 2008-2015 | Sales Office |
| Frigoglass Philippines Inc. | Philippines | 2012-2015 | Sales Office |
| Frigoglass Jebel Ali FZE | Dubai | - | Glass Operation |
| Frigoglass MENA FZE | Dubai | - | Sales Office |
| Beta Glass Plc. | Nigeria | 2014-2015 | Glass Operation |
| Frigoglass Industries (NIG.) Ltd | Nigeria | 2014-2015 | Crowns, Plastics, ICMs |
| Frigoglass West Africa Limited | Nigeria | 2015 | Ice Cold Merchandisers |
| 3P Frigoglass Romania SRL | Romania | 2009-2015 | Plastics |
| Frigoglass East Africa Ltd. | Kenya | 2014-2015 | Sales Office |
| Frigoglass GmbΗ | Germany | 2011-2015 | Sales Office |
| Scandinavian Appliances A.S | Norway | 2015 | Sales Office |
| Frigoglass Nordic AS | Norway | 2015 | Sales Office |
| Norcool Holding A.S | Norway | 2015 | Holding Company |
| Frigoglass Cyprus Limited | Cyprus | 2011-2015 | Holding Company |
| Frigoglass Global Limited | Cyprus | 2015 | Holding Company |
| Frigoinvest Holdings B.V | Netherlands | 2008-2015 | Holding Company |
| Frigoglass Finance B.V | Netherlands | 2013-2015 | Financial Services |
The capital commitments contracted for but not yet incurred at the balance sheet date 31.03.2016 for the Group amounted to € 165 thousands (31.12.2015: € 235 thousands) mainly for purchases of machinery. There are no capital commitments for the Parent Company for the years ended 31.12.2015 and 31.03.2016.
Note 20 - Related party transactions (based on IAS 24 & Article 42e of L 2190/20)
Truad Verwaltungs A.G is the main shareholder of Frigoglass S.A.I.C with a 44,41% shareholding. Truad Verwaltungs A.G. has also a 23.2% stake in Coca-Cola HBC AG share capital.
In April 2016 Frigoglass Finance B.V. has signed a loan agreement of a total amount of € 30 million due at 31.03.2017 with BOVAL S.A on the same terms as the RCFs.
BOVAL S.A in Luxembourg is a subsidiary of Truad Verwaltungs A.G.
The Coca-Cola HBC AG is a non alcoholic beverage company. Apart from the common share capital involvement of Truad Verwaltungs A.G. at 23.2% with Coca-Cola HBC AG, Frigoglass is the major shareholder in Frigoglass Industries Limited based on Nigeria, with shareholding of 76.03%, where Coca-Cola HBC AG also owns a 23.9% equity interest.
Based on a contract that has been renewed until 31.12.2018 the Coca-Cola HBC AG purchases ICM's from the Frigoglass Group at yearly negotiated prices.
Frigoglass Industries Nigeria is party to an agreement with A.G. Leventis Nigeria plc for the lease of office space in Lagos, Nigeria.
A.G. Leventis Nigeria plc is the holding company for the Leventis Group Companies and is controlled through Truad Verwaltungs AG. The lease agreement is renewed annually.
The investments in subsidiaries are reported to Note 14.
The related party transactions are in an arms length basis and are based on a global transfer pricing documentation
a) The amounts of related party transactions were:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.03.2015 | 31.03.2016 | 31.03.2015 | |
| Sales | 28.722 | 23.191 | 4.193 | 4.151 |
| Purchases | 184 | 61 | 122 | - |
| Receivables / |
30.821 | 26.261 | 2.184 | 4.202 |
b) The intercompany transactions and balances of the Parent company with the Group's subsidiaries were:
| Parent Company | ||
|---|---|---|
| 31.03.2016 | 31.03.2015 | |
| Sales of goods and services | 1.399 | 1.025 |
| Purchases of goods / expenses | 3.829 | 3.502 |
| Interest expense | 1.742 | 1.686 |
| Receivables | 24.413 | 48.354 |
| Payables | 20.984 | 26.159 |
| Loans Payables (note 13) | 82.541 | 80.758 |
The above transactions are executed at arm's length.
c) Other operating income ( transactions of the Parent company with the Group's subsidiaries )
| Parent Company | ||
|---|---|---|
| 31.03.2016 | 31.03.2015 | |
| Income from subsidiaries: Management Fees & Royalties on Sales | 3.903 | 5.220 |
| Income from subsidiaries: Commission on sales | 105 | 5 |
| Other operating income from Third Parties | (3) | 73 |
| Total other operating income | 4.005 | 5.298 |
The majority portion of other operating income refers to management services charged to the Group's subsidiaries.
d) The fees to members of the Board of Directors and Management compensation include wages, indemnities and other employee benefits and the amounts are:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.03.2015 | 31.03.2016 | 31.03.2015 | |
| Fees for Board of Directors | 43 | 43 | 43 | 43 |
| Management compensation | 525 | 970 | 399 | 799 |
Basic and Diluted earnings per share are calculated by dividing the profit attributable to shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares).
The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to net profit (numerator).
| Consolidated | Parent Company | ||||
|---|---|---|---|---|---|
| in 000's Euro | Three months ended | Three months ended | |||
| (apart from per share earning and number of shares) | 31.03.2016 31.03.2015 |
31.03.2016 | 31.03.2015 | ||
| Profit / |
|||||
| of the Company | (8.344) | (3.868) | (4.949) | (1.368) | |
| Weighted average number of ordinary shares for the | |||||
| purposes of basic earnings per share | 50.593.832 | 50.593.832 | 50.593.832 | 50.593.832 | |
| Weighted average number of ordinary shares for the purpose | |||||
| of diluted earnings per share | 50.593.832 | 50.593.832 | 50.593.832 | 50.593.832 | |
| Basic earnings / |
(0,1649) | (0,0765) | (0,0978) | (0,0270) | |
| Diluted earnings / |
(0,1649) | (0,0765) | (0,0978) | (0,0270) |
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:
The Parent Company's bank guarantees on behalf of its subsidiaries were:
| Consolidated | Parent Company | |||
|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |
| Guarantees | 390.657 | 394.809 | 90.571 | 90.571 |
As shown in Note 13 the issue of the Notes and the revolving credit facilities are fully and unconditionally guaranteed on a senior unsecured basis.
The parent company has given warranties for financial support of certain subsidiaries.
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). In addition the Group's subsidiaries receive additional claims from various tax authorities from time to time, which Management assesses and takes legal action as required. The management of the Group believes that no significant additional taxes other than those recognized in the financial statements will be assessed. Finally, the Group has significant litigations relating to compensation for land on which the factory of some subsidiaries is situated. Management believes that even if the subsidiaries pay those compensations requested, the relevant amounts will be capitalised.
There are no other pending litigations, legal proceedings, or claims which are likely to affect the financial statements or the operations of the Group and the Parent company.
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| Quarter | 2013 | 2014 | 2015 | 2016 | ||||
| Q1 | 140.619 | 27% | 124.247 | 26% | 120.005 | 26% | 101.899 | 100% |
| Q2 | 172.378 | 33% | 145.916 | 30% | 145.156 | 32% | - | 0% |
| Q3 | 82.674 | 16% | 89.367 | 18% | 98.808 | 22% | - | 0% |
| Q4 | 126.837 | 24% | 127.516 | 26% | 89.913 | 20% | - | 0% |
| Total Year | 522.508 | 100% | 487.046 | 100% | 453.882 | 100% | 101.899 | 100% |
As shown above the Group's operations exhibit seasonality and therefore interim period sales should not be used for forecasting annual sales. Consequently the level of the working capital required for certain months of the year may vary.
In April 2016 Frigoglass Finance B.V. has signed a loan agreement of a total amount of € 30 million due at 31.03.2017 with BOVAL S.A on the same terms as the RCFs.
BOVAL S.A in Luxembourg is a subsidiary of Truad Verwaltungs A.G.
There are no other post-balance events which are likely to affect the financial statements or the operations of the Group and the Parent company apart from the ones mentioned above.
The average number of personnel per operation for the Group & for the Parent company are listed below:
| Consolidated | ||
|---|---|---|
| Operations | 31.03.2016 | 31.03.2015 |
| ICM Operations | 3.803 | 3.946 |
| Glass Operations | 1.591 | 1.585 |
| Total | 5.394 | 5.531 |
| Parent Company | ||
| 31.03.2016 | 31.03.2015 | |
| Average number of personnel | 212 | 220 |
| Consolidated | Parent Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 31.03.2016 | 31.12.2015 | 31.03.2016 | 31.12.2015 | |||||
| Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | Assets | Liabilities | |
| Held for trading Forward foreign exchange contracts |
1.720 | 26 | 571 | 393 | 242 | - | 95 | - |
| Cash flow hedges | ||||||||
| Commodity forward contracts | - | - | - | - | - | - | - | - |
| Current portion of | ||||||||
| financial derivatives | ||||||||
| instruments | 1.720 | 26 | 571 | 393 | 242 | - | 95 | - |
Trading derivatives are classified as a current asset or liability. The full fair value of a hedging derivative is classified as a noncurrent asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item is less than 12 months.
For 2016, there was no ineffective portion arising from cash flow hedges.
Gains and losses relating to the effective portion of the hedge are recognized in the hedging reserve in the Statement of Comprehensive Income. Subsequently these amounts are recognized in the income statement in the period or periods during which the hedged forecast transaction affects the income statement unless the gain or loss is included in the initial amount recognized for the purchase of inventory or fixed assets. These amounts are ultimately recognized in cost of goods sold in case of inventory or in depreciation in the case of fixed assets.
In terms of an amendment to IFRS 7, for 2016, the Company and the Group must disclose the basis of determining the fair value of financial instruments that are presented in the Balance Sheet. The only financial instruments at fair value presented in the balance sheet are the derivative financial instruments that are detailed in the tables above. These derivative financial instruments are measured in terms of the "Level 2" fair value hierarchy, that is described in IFRS 7. The "Level 2" fair value hierarchy refers to fair value measurements that are based on inputs that are directly or indirectly observed in an active market.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.