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Frigoglass S.A.

Quarterly Report Dec 12, 2019

2764_10-q_2019-12-12_0a85ce5b-9aab-45ea-8fc7-e11f341e43b7.pdf

Quarterly Report

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FRIGOGLASS S.A.I.C. Interim Condensed Financial Statements 1 January to 30 September 2019

This document has been translated from the original version in Greek. In the event that differences exist between this translation and the original Greek text , the document in the Greek language will prevail over this document.

FRIGOGLASS S.A.I.C. Commercial Refrigerators 15, A. Metaxa Street GR‐145 64 Kifissia Athens – Greece General Commercial Registry:1351401000

FRIGOGLASS S.A.I.C. Commercial Refrigerators

Interim Condensed Financial Statements 1 January to 30 September 2019

The present Interim Condensed Financial Statements are approved by the Board of Directors of "Frigoglass S.A.I.C." on the 10th December 2019.

The present Interim Condensed Financial Statements of the period are available on the company's website www.frigoglass.com

TABLE OF CONTENTS

Pages
A)
Board
of
Directors
Report
3
B)
Interim
Condensed
Financial
Statements
for
the
period
1
January
to
30
September
2019
7
C)
Alternative
Performance
Measures
("APMs")
58

It is asserted that for the preparation of the Financial Statements the following are responsible:

The
Chairman
of
the
Board
of
Directors
The
Managing
Director
Haralambos Nikolaos
David Mamoulis
The The
Group Head
Chief of
Financial Financial
Officer Controlling
Charalampos Vasileios
Gkoritsas Stergiou

BOARD OF DIRECTORS REPORT for the period 01.01.2019 – 30.09.2019

Kifissia, 10th December 2019

Financial Review

Nine Months Ended September 30, 2019

Group sales increased by 17.2% year‐on‐year to €384.8 million in the nine months ended 30 September 2019. This solid performance reflects higher year‐on‐year commercial refrigeration (ICM) sales in Europe and Asia, as well as increased glass containers demand and pricing in the Glass business.

Commercial refrigeration sales increased by 18.0% to €299.9 million in the nine months ended 30 September 2019. Sales in Eastern Europe were strong, growing by 26.3% year‐on‐year. This good performance was driven by incremental cooler placements from key soft‐drink customers and market share gains with breweries in the region. Sales growth also supported by increased demand for Frigoserve's broad service offering. Salesin Western Europe grew 16.9%, mainly led by increased demand in France and Germany. In Africa and Middle East, sales declined by 7.3% year‐on‐ year, cycling strong ordersin the prior year period. Salesin our Asia businessincreased by 27.3%, primarily driven by higher demand from key soft‐drink customers and breweries in India, as well as market share gains with breweries in Southeast Asia.

Glass businessreported a strong performance, with salesincreasing by 14.4% to €84.9 million in the nine months ended 30 September 2019. This performance reflects solid volume growth, coupled with pricing initiatives and a favorable currency translation effect. Sales in the glass containers business increased by double digit in the period, primarily driven by strong demand from key brewery and soft drink customers. Metal crowns business also reported an improved performance, with sales increasing by a double‐digit rate, driven by higher year‐on‐year demand.

Cost of goods sold increased by 15.6% to €305.0 million in the nine months ended 30 September 2019, as a result of higher year‐on‐year volume growth. Cost of goods sold as a percentage of the group's sales improved to 79.3%, from 80.3% a year earlier, supported by the improved fixed cost absorption, input cost related savings and the benefitsfrom our ongoing productivity improvement initiatives across our commercial refrigeration business.

Administrative expenses increased by 1.0% to €16.1 million in the nine months ended 30 September 2019, mainly reflecting higher year‐on‐year employee and IT related expenses, as well as increased depreciation charges following the adoption of IFRS16 (Leases). Administrative expenses as a percentage of sales improved to 4.2%, from 4.9% last year.

Selling, distribution and marketing expenses increased by 8.6% to €16.9 million in the nine months ended 30 September 2019, driven by higher depreciation charges following the adoption of IFRS 16 (Leases), as well as warranty related expenses due to increased sales. As a percentage of sales, selling, distribution and marketing expenses improved to 4.4%, from 4.7% a year ago.

Research and development expenses increased by 7.8% to €2.8 million in the nine months ended 30 September 2019, reflecting higher year‐on‐year payroll expenses, travelling expenses and depreciation charges. As a percentage of sales, research and development expenses improved to 0.7%, from 0.8% last year.

Other income increased by 4.1% to €3.3 million in the nine months ended 30 September 2019. Finance cost was €16.4 million, compared to €15.8 million last year, impacted by the interest expense on lease liabilities following the implementation of IFRS 16 (Leases).

Frigoglass incurred restructuring costs of €4.3 million in the nine months ended 30 September 2019 related to the discontinuation of its Greek‐based plant.

Income tax expense was €12.9 million in the nine months ended 30 September 2019, compared to €11.9 million last year, driven by higher pre‐tax profits in Russia and Nigeria.

Frigoglass reported net profits of €9.2 million, compared to net losses of €7.9 million, reflecting the improved operating profit and the net losses from discontinued operations that impacted the prior year's period.

Cash Flow

Net cash from/(used in) operating activities

Net cash from operating activities amounted to €34.7 million in the nine months ended 30 September 2019, compared to net cash from operating activities of €34.0 million in the nine months ended 30 September 2018. This increase is primarily due to tax benefits related to investments in Nigeria, operating profitability improvement and lower inventories, partially offset by increased trade debtors following higher sales and higher outflow for trade creditors mainly related to the upcoming furnace rebuild in Nigeria.

Net cash from/(used in) investing activities

Net cash used in investing activities amounted to €12.5 million in the nine months ended 30 September 2019, compared to €10.5 million in the nine months ended 30 September 2018, reflecting SAP implementation.

Net cash from/(used in) financing activities

Net cash used in financing activities amounted to €15.5 million in the nine months ended 30 September 2019, compared to net cash used in financing activities of €7.1 million in the nine months ended 30 September 2018. This decrease reflects higher interest paid and the payment of leased liability.

Net trade working capital

Net trade working capital as of 30 September 2019 amounted to €119.6 million, compared to €107.1 million as of 30 September 2018. This increase reflects higher trade receivables due to the sales growth in the third quarter of the year and a less favorable customer mix.

30 September 30 September
(in €m) 2019 2018
Trade debtors 87.8 64.3
Inventories 87.8 97.3
Trade creditors 56.0 54.6
Net Trade Working Capital 119.6 107.1

Capital Expenditures

Capital expenditures from continuing operations amounted to €13.3 million in the nine months ended 30 September 2019, of which €10.8 million related to the purchase of property, plant and equipment and €2.6 million related to the purchase of intangible assets, compared to €11.2 million in the nine months ended 30 September 2018, of which €9.7 million related to the purchase of property, plant and equipment and €1.5 million related to the purchase of intangible assets.

Business Outlook

Following this solid year‐to‐date performance and an exceptional order from an ICM customer in the last quarter of the year, we are confident that 2019 will be another year of significant top‐line growth and comparable EBITDA margin improvement.

Moving ahead, we will continue to focus on the strong execution of our coolers commercial strategy, enhancing Frigoserve's customer base, operational improvements, cost efficiency measures and investing for growth. Incremental glass containers capacity, following the furnace rebuild at the Beta Glass Guinea plant in Nigeria, will also support future growth. We are on track for a planned shutdown at the end of the first quarter of next year, expecting the furnace to be operational towards the end of the second quarter of 2020.

We continue to expect full‐year 2019 capital expenditure at approximately €30 million, including pre‐buying of materials associated with the furnace rebuild next year and SAP implementation..

Yours Faithfully,

The Board of Directors

FRIGOGLASS S.A.I.C. Commercial Refrigerators Interim Condensed Financial Statements 1 January – 30 September 2019

Table of Contents Pages

1. Interim
Condensed
Statement
of
Profit
&
Loss
9
2. 3rd Quarter
Interim
Condensed
Statement
of
Profit
&
Loss
10
3. Interim
Condensed
Statement
of
Comprehensive
Income
11
4. Interim
Condensed
Statement
of
Financial
Position
12
5. Interim
Condensed
Statement
of
Changes
in
Equity
13
6. Interim
Condensed
Statement
of
Cash
Flows
15
7. Notes
to
the
interim
condensed
financial
statements
(1) General
Information
16
(2) Basis
of
Preparation
17
(3) Principal
accounting
policies
18
(4) Critical
accounting
estimates
and
judgments
21
(5) Segment
Information
23
(6) Property,
Plant
&
equipment
26
(7) Intangible
assets
29
(8) Inventories 31
(9) Trade
receivables
32
(10) Other
receivables
33
(11) Cash
&
cash
equivalents
34
(12) Other
payables
34
(13) Non‐current
&
current
borrowings
35
(14) Investments
in
subsidiaries
38
(15) Share
capital
39
(16) Other
reserves
40
(17) Financial
expenses
41
(18) Income
tax
42
(19) Right‐of‐use
assets
&
Lease
Liabilities
44
(20) Related
party
transactions
47
(21) Earnings
per
share
48
(22) Contingent
liabilities
&
Commitments
50
(23) Seasonality
of
operations
51
(24) Post
balance
sheet
events
51
(25) Average
number
of
personnel
51
(26) Other
operating
income
&
Other
gains
/
‐ net 52
(27) Reconciliation
of
EBITDA
53
(28) Restructuring
gains
/
54
(29) Discontinued
operations
55
(30) Reclassifications
of
the
Balance
Sheet
57
Consolidated Parent Company
Nine months ended
Note Nine months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Continuing operations:
Revenue from contracts with customers 5 & 23 384.831 328.412 35.374 36.739
Cost of goods sold (305.003) (263.872) (32.809) (33.905)
Gross profit 79.828 64.540 2.565 2.834
Administrative expenses (16.125) (15.972) (12.936) (11.134)
Selling, distribution & marketing expenses (16.898) (15.563) (3.128) (3.209)
Development expenses (2.769) (2.568) (1.851)
Other operating income 26 3.341 3.210 12.144 15.365
Other gains/ - net 26 20 212 10.121 (20)
Impairment of fixed assets 6 (2.075)
Operating Profit / 47.397 31.784 8.766 1.985
Finance costs 17 (19.034) (17.981) (1.224) (1.348)
Finance income 17 2.626 2.166 $\mathbf{1}$
Finance costs - net (16.408) (15.815) (1.223) (1.348)
Profit / before income tax & restructuring costs 30.989 15.969 7.543 637
Restructuring gains/ 28 (4.273) (297) (4.073)
Profit / before income tax 26.716 15.672 3.470 637
Income tax expense 18 (12.851) (11.857) (110) (720)
Profit / after income tax expenses from
continuing operations 13.865 3.815 3.360 (83)
Discontinued operations:
Profit / after income tax expenses from
discontinued operations attributable to the shareholders 29
of the company (6.772)
Profit / for the period
Attributable to:
13.865 (2.957) 3.360 (83)
Non-controlling interests 4.702 4.907
Shareholders 9.163 (7.864) 3.360 (83)
Depreciation 17.193 14.539 1.332 2.548
27
EBITDA 64.590 48.398 10.098 4.533
Amounts in $\epsilon$
Basic Earnings / per share, after taxes
attributable to the shareholders
- Continuing operations 21 0,0258 (0,0031) 0,0095 (0,0002)
- Discontinued operations 21 (0,0191)
Total 0,0258 (0,0221) 0,0095 (0,0002)
Diluted Earnings / per share, after taxes
attributable to the shareholders
- Continuing operations 21 0,0258 (0,0031) 0,0095 (0,0002)
- Discontinued operations 21 (0,0191)
Total 0,0258 (0,0221) 0,0095 (0,0002)
Consolidated Parent Company
Note Three months ended Three months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Continuing operations:
Revenue from contracts with customers 96.569 80.298 6.787 7.201
Cost of goods sold (76.040) (63.140) (5.897) (6.063)
Gross profit 20.529 17.158 890 1.138
Administrative expenses (5.677) (5.388) (3.783) (2.995)
Selling, distribution & marketing expenses (4.463) (4.691) (1.006) (961)
Development expenses (731) (814) (549)
Other operating income 1.153 1.126 2.655 3.621
Other gains/ - net (3) 17
Impairment of fixed assets 10
Operating Profit / 10.808 7.418 (1.244) 254
Finance costs (8.478) (4.641) (416) (363)
Finance income 813 933
Finance costs - net (7.665) (3.708) (416) (363)
Profit / before income tax & restructuring
costs 3.143 3.710 (1.660) (109)
Restructuring gains/ (481) (3) (481)
Profit / before income tax 2.662 3.707 (2.141) (109)
Income tax expense (2.987) (3.385) (35) (247)
Profit / after income tax expenses from
continuing operations (325) 322 (2.176) (356)
Discontinued operations:
Profit / after income tax expenses from
discontinued operations attributable to the
shareholders of the company (1.689)
Profit / for the period (325) (1.367) (2.176) (356)
Attributable to:
Non-controlling interests 1.315 1.992
Shareholders (1.640) (3.359) (2.176) (356)
Depreciation 5.269 4.575 348 799
EBITDA 27 16.077 11.983 (896) 1.053
Amounts in €
Basic Earnings / per share, after taxes
attributable to the shareholders
- Continuing operations 21 (0,0046) (0,0047) 0,0061 (0,0010)
- Discontinued operations 21 (0,0048)
Total (0,0046) (0,0095) 0,0061 (0,0010)
Diluted Earnings / per share, after taxes
attributable to the shareholders
- Continuing operations 21 (0,0046) (0,0047) 0,0061 (0,0010)
- Discontinued operations 21 (0,0048)
Total (0.0046) (0.0095) 0.0061 (0.0010)
Consolidated
Nine months ended Three months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / after income tax expenses 13.865 (2.957) (325) (1.367)
Other Compehensive Income:
Items that will be reclassified to Profit & Loss in subsequent periods:
Currency translation differences 7.197 5.465 6.366 (179)
Items that will be reclassified to Profit & Loss in subsequent periods 7.197 5.465 6.366 (179)
Items that will not be reclassified to Profit & Loss in subsequent periods
Other comprehensive income / net of tax 7.197 5.465 6.366 (179)
Total comprehensive income / net of tax 21.062 2.508 6.041 (1.546)
Attributable to:
- Non-controlling interests 7.278 6.442 3.607 1.950
- Shareholders 13.784 (3.934) 2.434 (3.496)
21.062 2.508 6.041 (1.546)
Total comprehensive income / net of tax
attributable to the shareholders of the company from:
- Continuing operations 13.784 1.039 2.432 (1.983)
- Discontinued operations (4.973) (1.513)
13.784 (3.934) 2.432 (3.496)
Parent Company
Nine months ended Three months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Nine months ended Three months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / after income tax expenses 3.360 (83) (2.176) (356)
Items that will not be reclassified to Profit & Loss in subsequent periods -
Total comprehensive income / net of tax 3.360 (83) (2.176) (356)
Consolidated
Share Capital Share
premium
Other
reserves
Retained
earnings
Total Non-
Controlling
Interests
Total
Equity
Balance at 01.01.2018 127.958 (33.801) (12.232) (165.073) (83.148) 40.883 (42.265)
Profit / for the period ٠ (7.864) (7.864) 4.907 (2.957)
Other Comprehensive income / net
of tax $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ 3.930 ٠ 3.930 1.535 5.465
Total comprehensive income /
net of taxes $\blacksquare$ $\sim$ 3.930 (7.864) (3.934) 6.442 2.508
Dividends to non-controlling interests $\overline{\phantom{0}}$ ٠ ۰ ٠ (448) (448)
Total Transactions with owners in their
capacity as owners ٠ ٠ ۰ (448) (448)
Balance at 30.09.2018 127.958 (33.801) (8.302) (172.937) (87.082) 46.877 (40.205)
Balance at 01.10.2018 127.958 (33.801) (8.302) (172.937) (87.082) 46.877 (40.205)
Profit / for the period $\overline{\phantom{0}}$ - (844) (844) 1.737 893
Other Comprehensive income / net
of tax $\overline{a}$ (3.646) (413) (4.059) 412 (3.647)
Total comprehensive income /
net of taxes ۰ (3.646) (1.257) (4.903) 2.149 (2.754)
Dividends to non controlling interest $\overline{a}$ $\overline{\phantom{0}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ ۰ -
Total Transactions with owners in their
capacity as owners $\blacksquare$ $\blacksquare$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ -
Balance at 31.12.2018 127.958 (33.801) (11.948) (174.194) (91.985) 49.026 (42.959)
Balance at 01.01.2019 127.958 (33.801) (11.948) (174.194) (91.985) 49.026 (42.959)
Profit / for the period $\overline{\phantom{a}}$ ٠ $\mathcal{L}^{\mathcal{L}}$ 9.163 9.163 4.702 13.865
Other Comprehensive income / net
of tax $\overline{\phantom{a}}$ 4.621 ٠ 4.621 2.576 7.197
Total comprehensive income /
net of taxes $\overline{ }$ $\overline{a}$ 4.621 9.163 13.784 7.278 21.062
Dividends to non-controlling interests $\overline{\phantom{a}}$ $\overline{a}$ $-$ ۰ (570) (570)
Total Transactions with owners in their
capacity as owners $\blacksquare$ $\overline{\phantom{a}}$ ۰ - (570) (570)
Balance at 30.09.2019 127.958 (33.801) (7.327) (165.031) (78.201) 55.734 (22.467)
lance at 30.09.2018
---------------------
Balance at 01.10.2018 127.958 (33.801) 25.463 (95.465) 24.155
Profit / for the period (1.188) (1.188)
Other Comprehensive income /
net of tax (413) (413)
Total comprehensive income /
net of taxes ٠ $\blacksquare$ (1.601) (1.601)
Total Transactions with owners in their
capacity as owners
Balance at 31.12.2018 127.958 (33.801) 25.463 (97.066) 22.554
Balance at 01.01.2019 127.958 (33.801) 25.463 (97.066) 22.554
Profit / for the period 3.360 3.360
Other Comprehensive income /
net of tax
Total comprehensive income /
net of taxes ٠ $\overline{\phantom{0}}$ 3.360 3.360
Total Transactions with owners in their
capacity as owners - ۰ $\overline{\phantom{0}}$
Balance at 30.09.2019 127.958 (33.801) 25.463 (93.706) 25.914
Consolidated Parent Company
Note Period ended Period ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / for the period 13.865 (2.957) 3.360 (83)
Adjustments for:
Income tax expense 18 12.851 11.857 110 720
Depreciation 17.193 14.671 1.332 2.548
Provisions 1.656 1.746 99 333
Restructuring gains/ 3.228 3.228
Impairment of fixed assets 6 2.075
Finance costs, net 17 16.408 16.176 1.223 1.348
Loss/ from disposal of property, plant & equipment 26 (42) (210) (10.121) 20
Changes in working capital:
Decrease / (increase) of inventories 16.527 870 1.522 (419)
Decrease / (increase) of trade receivables (8.431) 17.260 (3.085) (1.644)
Decrease / (increase) of intergroup receivables 20 (2.616) 4.822
Decrease / (increase) of other receivables (1.497) (276) 144 806
Decrease / (increase) of other long term receivables 43 38 (1) 36
(Decrease) / increase of trade payables (22.866) (5.191) (2.868) 466
(Decrease) / increase of intergroup payables 20 15.012 6.201
(Decrease) / increase of other current & non current liabilities 1.121 (3.779) 2.115 (477)
Retirement benefit obligations paid 28 (4.865) (4.865)
Less:
Income taxes paid (10.499) (18.321)
(a) Cash flows from / (used in) operating activities 34.692 33.959 4.589 14.677
Cash flows from investing activities
Purchase of property, plant and equipment 6 (10.765) (10.062) (84) (42)
Purchase of intangible assets 7 (2.577) (1.482) (525) (1.175)
Proceeds from disposal of property, plant & equipment 77 1.037
Proceeds from disposal of subsidiary 795
(b) Net cash flows (used in) /from investing activities (12.470) (10.507) (609) (1.217)
Net cash generated from operating and investing activities (a) $+$ (b) 22.222 23.452 3.980 13.460
Cash flows from financing activities
Proceeds from borrowings 81.710 80.584
of borrowings (82.751) (77.792)
Proceeds from intergroup loans 3.000 8.000
of intergroup loans (5.439) (17.750)
Interest paid (12.405) (9.396) (1.421) (1.178)
Payment of Lease Liabilities (1.449) (366)
Dividends paid to non-controlling interests (570) (448)
(c) Net cash flows from/(used in) financing activities (15.465) (7.052) (4.226) (10.928)
Net increase/(decrease) in cash and cash equivalents (a) $+$ (b) $+$ (c) 6.757 16.400 (246) 2.532
Cash & cash equivalents at the beginning of the period
- Continuing operations 49.057 53.130
Cash & cash equivalents at the beginning of the period
- Discontinued operations
Cash and cash equivalents at the beginning
415
of the period 49.057 53.545 2.352 998
Effects of changes in exchange rate 1.682 995
Cash and cash equivalents from discontinued operations (3.108)
المتارمين وعالا فوالمعرم وعالاتهم ولاعتوا وبالتناسم واموم المعرمي 57.80c 57.022 2.10c

FRIGOGLASS S.A.I.C. Commercial Refrigerators General Commercial Registry: 1351401000

Notes to the Interim Condensed Financial Statements

Note 1 ‐ General Information

These Interim Condensed Financial Statements (the "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 and Africa.

The Company is 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 interim condensed financial statements have been approved by the Board of Directors of the Company on 10th December 2019.

Note 2 – Basis of Preparation

This Interim Condensed Financial Information for the period 01.01 ‐ 30.09.2019 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 Information should be read in conjunction with the annual financial statements for the year ended 31 December 2018 that are available on the company's web page www.frigoglass.com.

The financial statements have been prepared on a historical cost basis.

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.

The financial statements have been prepared in accordance with the going concern basis of accounting. The use of this basis of accounting takes into consideration the Group's current and forecasted financing position.

The Group reported Profit after income tax expenses €13,86m compared to Loss after income tax expenses €2,96m for the previous period.

The total consolidated current liabilities of the group amounted to €173,5m and the total consolidated current assets amounted to €266,8m.

Within the framework of the Group's business policy, management is targeting to reduce costs, improve long‐term profitability and generate cash flows, coupled with maintaining and improving product quality and increasing customer value. Management of the Company has undertaken specific actions to achieve the above, including (a) cost reduction through the simplification of the product portfolio; (b) managing inventories at right levels; (c) Lean manufacturing alongside improvements in product quality; and (d) creating value from recent strategic investments.

Frigoglass S.A.I.C has an equity position of €25,9 m. at 30.09.2019, therefore is lower than half (1/2) of the share capital. As a consequence, the requirements of article 119 of the Companies Act 4548/2018 are applicable.

The 1st Repetitive General Meeting of shareholders, as at 05.07.2019, decided the nominal decrease of the Company's share capital by the amount of €92,413,815.26 to become €35,543,775.10, through decrease of the nominal value of the Company's 355,437,751 sharesfrom €0.36 to € 0.10 each, according to article 31 of Law 4548/2018, for the purpose of forming a special reserve of equal amount for offsetting losses by deletion of losses from the Company's account "Retained earnings" and the amendment of article 3 of the Company's Articles of Association.

On 09.10.2019 the Ministry of Development and Investments approved the above decision.

The Group's financial projections for the upcoming 12 months indicate that it will be able to meet its obligations as they fall due, however, this assessment is subject to a number of risks as described in the "Risks and uncertainties" section of the Directors' Report and in Note 3 to the Group's Annual Financial Report for the prior year, particularly if such risks were to materialize in combination.

Taking into consideration the above, the Directors of the Group have a reasonable expectation that the Group will be able to successfully navigate the present uncertainties and continue its operation. Therefore, the financial statements have been prepared on a going concern basis.

Note 3 – Principal accounting policies

The accounting policies adopted in preparing this Interim Condensed Financial Information are consistent with those described in the annual financial statements of the Company and the Group for the year ended 31 December 2018.

With the exception of the new standard, IFRS 16 for Leases, 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 2018.

The financial statements have been prepared on a historical cost basis.

The preparation of these Interim Condensed Financial Information 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.

New standards, amendments to standards and interpretations:

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 01.01.2019.

None of the standards and interpretations issued is expected to have a significant effect on the Consolidated or the Parent Company financial statements with the exception of IFRS 16 "Leases" effective after 1 January 2019.

Standards and Interpretations effective for the current financial year

IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019)

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 continuesto classify itsleases as operating leases orfinance leases, and to account forthose two types of leases differently.

The Group applies IFRS 16 from its mandatory adoption date of 1 January 2019. The Group applies the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. The standard will affect primarily the accounting for the Group and Parent Company operating leases. The Group appliesthe practical expedientsforshort‐ term leases and low value leases. It also applies the transition expedient and exclude leases for which the lease term ends within 2019. Right‐of‐use assets are measured at an amount equal to the lease liability.

The Lease liability is the present value of the remaining lease payments, discounted using lessee's incremental borrowing rate at the date of initial application.

Right‐of‐use asset is the amount of lease liability (adjusted by the amount of any previously recognised prepaid or accrued lease payments relating to that lease) less Impairment provision calculated under IAS 36 (or onerous provision under IAS 37 using the practical expedient on first adoption). For more details refer to Note 19.

IFRS 9 (Amendments) "Prepayment Features with Negative Compensation"

The amendments allow companies to measure particular prepayable financial assets with so‐called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss.

IAS 28 (Amendments) "Long term interests in associates and joint ventures"

The amendments clarify that companies account for long‐term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9.

IFRIC 23 "Uncertainty over income tax treatments"

The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates.

IAS 19 (Amendments) "Plan amendment, curtailment or settlement"

The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur.

Annual Improvements to IFRS (2015 – 2017 Cycle)

The amendments set out below include changes to four IFRSs.

IFRS 3 "Business combinations"

The amendments clarify that a company remeasuresits previously held interest in a joint operation when it obtains control of the business.

IFRS 11 "Joint arrangements"

The amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 "Income taxes"

The amendments clarify that a company accounts for all income tax consequences of dividend payments in the same way.

IAS 23 "Borrowing costs"

The amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.

Standards and Interpretations effective for subsequent periods

IFRS 3 (Amendments) "Definition of a business" (effective for annual periods beginning on or after 1 January 2020)

The amended definition emphasises that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. The amendments have not yet been endorsed by the EU.

IAS 1 and IAS 8 (Amendments) "Definition of a material" (effective for annual periods beginning on or after 1 January 2020)

The amendments clarify the definition of material and how itshould be applied by including in the definition guidance which until now was featured elsewhere in IFRS. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS. The amendments have not yet been endorsed by the EU.

Note 4 ‐ Critical accounting estimates and judgements

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.

4.1. Critical accounting estimates and assumptions

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 are as follows.

4.1.1. Income Taxes

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.

4.1.2. Estimated impairment of investments

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 value in use calculations, which requires the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a one year period and cash projections for four additional years. The Company has an investment in Frigoinvest Holdings B.V. ( Note 14 ), which holds the Group's subsidiaries in the ICM and Glass segments which represent the two identifiable, separate cash generating units. Based on the assessment performed by management no impairment charge was recognized with respect to the Company's investment in subsidiary.

4.1.3. Estimation of useful lives of fixed assets

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.

4.1.4. Provision for doubtful debts

The provision for doubtful debts has been based on the outstanding balances of specific debtors after taking into account their ageing, the agreed credit terms, the history, the existing market conditions and the forward‐looking estimates.

Management has assessed receivable balances of subsidiaries and has determined that these receivable do not require an impairment provision

4.1.5. Staff retirement benefit obligations

The present value of the retirement benefit obligations depends 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.

4.1.6. Estimated impairment of property, plant & equipment

The Group's property, plant & equipment is tested for impairment when indications exist that its carrying value may not be recoverable. The recoverable amount of the property, plant & equipment is determined under IAS 36 at the higher of its value in use and fair value less costs of disposal. When the recoverable amount is determined on a value in use basis, the use of assumptions is required.

4.2. Critical judgements in applying the entity's accounting policies

There are no areas that Management required to make critical judgements in applying accounting policies except the below.

During 2017 the Group proceeded with the restructuring of its indebtedness, with its key stakeholders, including its largest shareholder, Boval, holders of the Existing Notes, and the Group's core lending banks. The Noteholders, the Participating Lenders and Boval negotiated together the terms of the Restructuring. Therefore, the different steps were linked and accounted for as one transaction to reflect the substance of the Restructuring rather than its legal form.

4.3. Financial risk management

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 2018. There have been no changesin the risk management department or in any risk management policies since the year end of the previous year.

Note 5 - Segment Information

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 Management Committee uses to assess the performance of the Group's operating segments.

Taking into account the above, the categorization of the Group's operations in business segments is the following:

  • Ice Cold Merchandise ( ICM ) Operations

  • Glass Operations

See Note 19 on the effect on the segment information of changes in accounting policy.

The consolidated Statement of Financial Position and Statement of Profit & Loss per business segment are presented below:

Continuing operations:
a) Analysis per business segment Nine months ended Nine months ended Nine months ended
i) Statement of Profit & Loss 30.09.2018 30.09.2019 30.09.2018
Discontinued Glass ICM Glass Total ICM Glass Total
Revenue from contracts with customers Operations Operations Operations Operations Operations
At a point in time 20.781 257.020 84.941 341.961 215.573 74.229 289.802
Over time - 42.870 - 42.870 38.610 - 38.610
Total Revenue from contracts with customers 20.781 299.890 84.941 384.831 254.183 74.229 328.412
Operating Profit / (6.411) 29.076 18.321 47.397 15.550 16.234 31.784
Finance costs - net (361) (18.797) 2.389 (16.408) (17.752) 1.937 (15.815)
Profit / before income tax &
restructuring costs (6.772) 10.279 20.710 30.989 (2.202) 18.171 15.969
Restructuring gains/ - (4.273) - (4.273) (297) - (297)
Profit / before income tax (6.772) 6.006 20.710 26.716 (2.499) 18.171 15.672
Income tax expense - (6.077) (6.774) (12.851) (5.395) (6.462) (11.857)
Profit / after income tax expenses (6.772) (71) 13.936 13.865 (7.894) 11.709 3.815
Profit / attributable to the
shareholders of the company (6.772) 758 8.405 9.163 (7.741) 6.649 (1.092)
Depreciation 132 10.766 6.427 17.193 9.393 5.146 14.539
Impairment of fixed assets - - - - (2.075) - (2.075)
EBITDA (6.279) 39.842 24.748 64.590 27.018 21.380 48.398

There are no sales between the two segments.

Y-o-Y %
30.09.2019 vs 30.09.2018
ICM Glass
Operations Operations Total
Total Revenue from contracts with customers 18,0% 14,4% 17,2%
Operating Profit / 87,0% 12,9% 49,1%
EBITDA 47,5% 15,8% 33,5%

Notes to the Interim Condensed Financial Statements

in € 000's

Note 5 - Segment Information (continued)

ii) Statement of Financial Position

30.09.2019 Nine months ended
30.09.2019
Year ended
31.12.2018
Discontin
ICM
ued Glass
Operations
Operation
Glass
Operations
Total ICM
Operations
Glass
Operations
Total
Total assets -
257.606
150.858 408.464 247.816 148.281 396.097
Total liabilities -
378.219
52.712 430.931 374.061 64.995 439.056
Capital expenditure 359
4.848
8.493 13.341 11.402 24.464 35.866

Reference Note 6 & 7

Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of each segment.

b) Net sales revenue analysis per geographical area (based on customer location)

Consolidated Discontinued Glass
Operations
Nine months ended Nine months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018
ICM Operations :
East Europe 148.582 117.677
West Europe 82.746 70.778
Africa / Middle East 40.536 43.713
Asia 28.026 22.015
Total 299.890 254.183
Glass Operations :
Africa 84.941 74.229
Total 84.941 74.229
Total Sales :
East Europe 148.582 117.677 - -
West Europe 82.746 70.778 - 64
Africa / Middle East 125.477 117.942 - 8.136
Asia 28.026 22.015 - 12.581
Consolidated 384.831 328.412 - 20.781

Notes to the Interim Condensed Financial Statements

in € 000's

Note 5 - Segment information (continued)

Net sales revenue analysis per geographical area (based on customer location)

30.09.2019 30.09.2018
ICM Operations :
East Europe 1.605 1.380
West Europe 22.675 23.524
Africa / Middle East 6.497 6.752
Asia - 3
Sales to third parties 30.777 31.659
Intercompany sales (Note 20) 4.597 5.080
Total Sales 35.374 36.739

Nine months ended

Parent Company

30.09.2019 31.12.2018 30.09.2018 ICM Operations : East Europe 1.812 6.464 2.739 West Europe 2.622 4.226 1.229 Africa 244 304 228 Asia 170 408 208 Total 4.848 11.402 4.404 Glass Operations: Africa 8.493 24.464 6.797 Total 8.493 24.464 6.797 Consolidated 13.341 35.866 11.201 Discontinued οperations - 359 343 c) Capital expenditure per geographical area Consolidated Period ended

25

FRIGOGLASS S.A.I.C. in € 000's Notes to the Interim Condensed Financial Statements

Note 6 - Property, plant & equipment

Consolidated
Land Building &
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
& fixtures
Total
Cost
Balance at 01.01.2019 4.856 58.870 231.445 6.177 11.714 313.062
Additions - 1.051 5.122 711 860 7.744
Construction in progress - 70 2.943 - 8 3.021
Disposals - - (4.484) (573) (8) (5.065)
Transfer to / from & reclassification (Note 7) - 244 (202) (8) (96) (62)
Tangible Assets Write off - (318) (11.394) (136) (1.947) (13.795)
Exchange differences 170 581 5.907 248 207 7.113
Balance at 30.09.2019 5.026 60.498 229.337 6.419 10.738 312.018
Accumulated Depreciation
Balance at 01.01.2019 - 27.769 150.485 4.122 9.451 191.827
Additions - 1.304 9.754 682 625 12.365
Disposals - - (4.484) (572) (8) (5.064)
Impairment charge from restructuring activities
(Note 28) - 223 430 5 42 700
Tangible Assets Write off - (318) (11.389) (136) (1.981) (13.824)
Exchange differences - 239 3.539 141 170 4.089
Balance at 30.09.2019 - 29.217 148.335 4.242 8.299 190.093
Net book value at 30.09.2019 5.026 31.281 81.002 2.177 2.439 121.925
Net book value at 31.12.2018 4.856 31.101 80.960 2.055 2.263 121.235

Pledged assets are described in detail in Note 13 - Non current and current borrowings.

Frigoglass S.A.I.C announced on June 7, 2019 that following its ongoing manufacturing footprint restructuring related initiatives, aiming to improve its cost structure and enhance its long-term competitiveness for the entire Group, discontinues production in Kato Achaia plant in Greece, effected from the date of the announcement.

As part of the restructuring, impairment costs of tangible assets of € 0.7 million were recognized.

Costs related to Construction in progress are capitalised until the end of the forthcoming year.

Exchange differences: Negative foreign exchange differences arise from currency devaluation against the Euro and positive exchange differences from currencies appreciation against the Euro.

Year ended 31.12.2018

Impairment assessment has been performed for those cash-generating units (CGUs) with an indication that their carrying amount exceeds their recoverable amount.

The recoverable amount of each cash-generating unit was determined through a value-in-use calculation. That calculation uses cash flow projections based on financial budgets approved by management covering a one-year period and cash projections for four additional years.

Subjective estimates and judgements by management about the future results of the CGU were included in the above calculation. These estimates and judgements include assumptions surrounding revenue growth rates, direct costs, and discount rates. The following table sets out the key assumptions for the calculation of the Value in Use:

ICM segment: Frigoglass India
12,6% After - Tax discount rate:
8,4% - 11,0% Gross margin pre Depreciation:
4,0% Growth rate in perpetuity:

Due to adverse operating results impairment assessment at 31.12.2018, was carried out, using the assumptions stated above, which resulted to impairment loss of € 2,1 m. for the Frigoglass India PVT Ltd..

ICM segment: Frigoglass India PVT Ltd.

As at 31.12.2018, the recoverable amount of the CGU of the ICM manufacturing Frigoglass India was € 6,9 m..

If the growth rate used in the value-in-use calculation had been 1% lower than management's estimates as at 31.12.2018 (3,0% instead of 4,0%), the Group would not have to recognise an additional impairment against the carrying amount of property, plant and equipment. If the after-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management's estimates (13,6% instead of 12,6%), the Group would have had to recognise an additional impairment against property, plant and equipment of € 0,54 m..

FRIGOGLASS S.A.I.C. in € 000's Notes to the Interim Condensed Financial Statements

Note 6 - Property, plant & equipment (continued)

Parent Company
Land Building &
technical works
Machinery
technical
installation
Motor
vehicles
Furniture
& fixtures
Total
Cost
Balance at 01.01.2019 303 9.046 13.928 362 2.561 26.200
Additions - 3 9 - 72 84
Disposals - - (659) - - (659)
Tangible Assets Write off - (318) (11.222) (136) (1.826) (13.502)
Transfer to / from & reclassification (Note 7) - (14) - - (129) (143)
Balance at 30.09.2019 303 8.717 2.056 226 678 11.980
Accumulated Depreciation
Balance at 01.01.2019 - 6.633 13.145 260 2.254 22.292
Additions - 198 124 3 82 407
Disposals - - (619) - - (619)
Tangible Assets Write off - (318) (11.232) (141) (1.820) (13.511)
Impairment charge from restructuring activities
(Note 28) - 223 430 5 42 700
Balance at 30.09.2019 - 6.736 1.848 127 558 9.269
Net book value at 30.09.2019 303 1.981 208 99 120 2.711
Net book value at 31.12.2018 303 2.413 783 102 307 3.908

Frigoglass S.A.I.C announced on June 7, 2019 that following its ongoing manufacturing footprint restructuring related initiatives, aiming to improve its cost structure and enhance its long-term competitiveness for the entire Group, discontinues production in Kato Achaia plant in Greece, effected from the date of the announcement.

As part of the restructuring, impairment costs of tangible assets of € 0.7 million were recognized.

Note 7 - Intangible assets

Consolidated
Development
costs
Patents &
trademarks
Software &
other intangible
assets
Total
Cost
Balance 01.01.2019 29.866 37 25.817 55.720
Additions 19 - 146 165
Construction in progress 1.974 - 438 2.412
Transfer to / from & reclassification ( Note 6 ) 1.813 - (1.751) 62
Write off of Intangible Assets (14.039) (35) (12.514) (26.588)
Exchange differences 25 - 40 65
Balance at 30.09.2019 19.658 2 12.176 31.836
Accumulated Depreciation
Balance at 01.01.2019 23.034 37 21.516 44.587
Additions 1.874 - 1.046 2.920
Write off of Intangible Assets (13.970) (35) (12.576) (26.581)
Exchange differences 25 - 11 36
Balance at 30.09.2019 10.963 2 9.997 20.962
Net book value at 30.09.2019 8.695 - 2.179 10.874
Net book value at 31.12.2018 6.832 - 4.301 11.133

Costs related to Construction in progress are capitalised until the end of the forthcoming year.

Note 7 - Intangible assets (continued) Development costs Patents & trademarks Software & other intangible assets Total Cost Balance at 01.01.2019 22.567 35 18.758 41.360 Additions - - 525 525 Disposals to subsidiaries of the group (8.528) - (1.805) (10.333) Write off of Intangible Assets (14.039) (35) (12.514) (26.588) Transfer to / from & reclassification ( Note 6 ) - - 143 143 Balance at 30.09.2019 - - 5.107 5.107 Accumulated Depreciation Balance at 01.01.2019 18.129 35 15.827 33.991 Additions - - 552 552 Disposals to subsidiaries of the group (4.159) - (907) (5.066) Write off of Intangible Assets (13.970) (35) (12.576) (26.581) Balance at 30.09.2019 - - 2.896 2.896 Net book value at 30.09.2019 - - 2.211 2.211 Net book value at 31.12.2018 4.438 - 2.931 7.369 Parent Company

The disposal relates to the disposal of the Intellectual Property for Product Development to Frigoglass Romania S.R.L. for the amount of € 15,4 million which was netted off against liabilities to Frigoglass Romania S.R.L.

Note 8 - Inventories

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Raw materials 58.608 66.597 2.246 3.046
2.028 2.533 24 28
36.728 42.023 338 1.056
(9.536) (9.414) (2.053) (1.898)
87.828 101.739 555 2.232

Notes to the Interim Condensed Financial Statements

in € 000's

Note 9 - Trade receivables

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Trade receivables 88.777 78.611 7.655 4.570
Less: Provisions ( Note 35 ) (949) (1.005) (600) (618)
Total 87.828 77.606 7.055 3.952

The increase in the balance of the trade receivables is mainly attributable to the seasonality and sales growth. ( Note 23).

The fair value of trade receivables 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 such as Coca - Cola HBC, other Coca - Cola bottlers, Diageo - Guinness and Heineken.

The Group does not require its customers to provide any pledges or collateral due to the general high calibre and international reputation of portfolio.

Management does not expect any losses from non-performance of trade receivables, other than as provided for as at 30.09.2019.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 10 - Other receivables

Consolidated Parent Company
30.09.2019
0
31.12.2018
0
30.09.2019
0
31.12.2018
0
V.A.T receivable 11.293 9.846 81 329
Grants for exports receivable 8.978 8.714 - -
Insurance prepayments 598 1.228 94 160
Prepaid expenses 973 1.287 27 57
Receivable from the disposal of subsidiary 1.491 2.286 - -
Other taxes receivable 2.409 1.425 - -
Advances to employees 960 550 83 23
Other receivables 2.447 2.105 466 436
Total 29.149 27.441 751 1.005

The amount of Grants for exports receivable of € 8.98m (2018 € 8.7m) comprise of Export Expansion Grants (EEG) and Negotiable Duty Credit Certificate (NDCC). Export Expansion Grants (EEG) are granted by the Nigerian Government on exports of goods produced in the country, having met certain eligibility criteria. These are recognized at fair value, and Management does not expect any losses from the non-recoverability of these grants. Negotiable Duty Credit Certificates (NDCC) originate from export grants received from government and the instrument is useful for settlement of custom duties payable to government, with no expiry date, under the previous scheme.

A revised scheme has been implemented for the Claims of 2017 and the years thereafter. The Revised Scheme proposes to make the Settlement of Claims for EEG by the Federal Government through the issue of Export Credit Certificates (ECCs) to the eligible beneficiaries. The ECCs, can be used to settle most Federal Government taxes such as Company Income Tax (CIT), VAT, WHT, etc. and the following:

  1. Purchase of Federal Government Bonds 2. Settlement of credit facilities by Bank of Industry, NEXIM Bank and Central Bank of Nigeria 3. Settlement of AMCON liabilities.

During the year 2019, ECC's for a value of 37.64 M Naira (~ 100 K EUR) were received as partial settlement of 2017 EEG Claims. All the ECCs received were effectively utilized for settling some of the VAT liabilities (instead of paying cash). The NDCC's were surrendered to the Nigeria Export Promotion Council (NEPC) in Jan 2018, as mandated by the NEPC for all the Holders of such NDCC's. The NDCC's are proposed to swap for Promissory Notes.

The EEG Claims pertaining to the period 2007-2016, are proposed to be settled by issuance of Promissory Notes, through a Reverse Auction Process (RAP).

The V.A.T receivable is fully recoverable through the operating activity of the Group and the Company.

Other receivables comprise various prepayments. The fair value of other receivables closely approximates their carrying value.

Note 11 - Cash & cash equivalents

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Cash on hand 11 7 1 1
Short term bank deposits 57.485 49.050 2.105 2.351
Total 57.496 49.057 2.106 2.352

Cash and cash equivalents include an amount of € 19.3 million equivalent in Nigerian Naira held by the Group's subsidiaries: Beta Glass Plc., Frigoglass Industries Nigeria Ltd. and Frigoglass West Africa Ltd. .

Note 12 - Other payables

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Taxes and duties payable 1.995 3.807 344 530
VAT payable 3.950 1.371 15 -
Social security insurance 965 1.506 188 473
Customers' advances 841 1.886 67 87
Other taxes payable 516 2.067 - -
Accrued discounts on sales 22.011 13.957 1.609 374
Accrued fees & costs payable to third parties 6.296 5.494 1.051 555
Accrued payroll expenses 7.786 7.327 1.658 1.705
Other accrued expenses 1.170 2.697 44 64
Accrued interest for bank loans 2.951 5.096 - -
Expenses for restructuring activities 778 - 631 -
Accrual for warranty expenses 5.181 3.332 372 297
Other payables 3.051 2.512 231 262
Total 57.491 51.052 6.210 4.347

The fair value of other creditors approximates their carrying value.

Expenses for restructuring activities: Accrued discount on sales: The increase in the balance is mainly attributable to the higher discounts, sales and seasonality.

Frigoglass S.A.I.C announced on June 7, 2019 that following its ongoing manufacturing footprint restructuring related initiatives, aiming to improve its cost structure and enhance its long-term competitiveness for the entire Group, discontinues production in Kato Achaia plant in Greece.

Note 13 - Non current & current borrowings

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Bank loans 54.958 53.014 - -
Intergroup bond loans - - 23.745 26.480
Bond loans 172.348 174.984 - -
Total Non current borrowings 227.306 227.998 23.745 26.480
Bank overdrafts 4.762 1.259 - -
Bank loans 42.436 46.002 - -
Total current borrowings 47.198 47.261 - -
Total borrowings 274.504 275.259 23.745 26.480
Maturity of non current borrowings Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Between 1 & 2 years - - - -
Between 2 & 5 years 227.306 227.998 23.745 26.480
Over 5 years - - - -
Total 227.306 227.998 23.745 26.480
Consolidated Parent Company
Net debt / Total capital 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Total borrowings 274.504 275.259 23.745 26.480
Cash & cash equivalents (57.496) (49.057) (2.106) (2.352)
Net debt
(A)
217.008 226.202 21.639 24.128
Total equity (B) (22.467) (42.959) 25.914 22.554
Total capital (C) = (A) + (B) 194.541 183.243 47.553 46.682
Net debt / Total capital (A) / (C) 111,55% 123,44% 45,51% 51,69%

Note 13 ‐ Non current & current borrowings (continued)

During the period 01.01.2019 – 30.09.2019, the Group proceeded to a debt repayment amounting to €3.0 million as part of its amortization schedule (paid every six months starting from March 2019) regarding first lien debt.

The analysis of the Group's non‐current borrowings is as follows:

31.12.2018 (Repayments)/ 30.09.2019
Description Rate Maturity Book Value Drawdowns Book Value
a) Bank Loans
First Lien RCF Euribor/Libor+4.25% 31.12.2021 9,046 2,051 11,097
First Lien Term Loan (Euro) Euribor+4.25% 31.12.2021 6,730 ‐232 6,498
First Lien Term Loan (US\$) Libor+4.25% 31.12.2021 8,215 125 8,340
Second Lien RCF (Ancillary) Euribor/Libor+3.25% 31.03.2022 11,629 11,629
Second Lien Term Loan (Euro) Euribor+3.25% 31.03.2022 17,393 17,393
b) Bond Loans
Senior Secured Guaranteed Notes Euribor+4.25% 31.12.2021 76,449 ‐2,637 73,813
Second Priority Secured Notes 7% 31.03.2022 98,535 98,535
Total Non current borrowings 227,998 ‐692 227,305

Committed unutilized Revolving Credit Facilities (RCFs ): 30.09.2019: €12,438 (31.12.2018: €15,330)

Based on the First Lien Facilities Agreement, there are two financial covenants:

  • (i) Minimum Liquidity Covenant which is tested weekly, and
  • (ii) Leverage Covenant which is tested semi‐annually.

Representations, covenants and events of default on Second Lien Facilities are substantially the same as those in the First Lien Facilities Agreement.

The First Lien Notes Subscription Agreement containsthe same covenants and undertakings as the First Lien Facilities. The Second Lien Notes indenture contains a series of common restrictions and undertakings for the Group, including, among other, restrictions on financial indebtedness, distribution of dividends, the disposal of assets and mergers and acquisitions.

Interest on Senior Secured Guaranteed Notes(First Lien Notes) and Second Priority Secured Notes is paid on January 15 and July 15 each year, starting as of 15 January 2018. The First Lien Notes are listed on the official list of the International Stock Exchange and are private notes held in certificated form and settled through the Notes Agent/Issuer. The Second Lien Notes are listed on the official list of The International Stock Exchange. The notes are settled through the Clearstream/Euroclear.

Guarantees

The following companies have granted guarantees in respect of the First and Second Lien Debt:

    1. Frigoglass S.A.I.C.
    1. Frigoglass Finance B.V.
    1. Frigoinvest Holdings B.V.
    1. Frigoglass Romania S.R.L.
    1. Frigoglass Eurasia LLC
    1. Frigoglass West Africa Limited
    1. Frigoglass Industries Nigeria Limited
    1. Beta Glass Plc.
    1. PT Frigoglass Indonesia
    1. 3P Frigoglass S.R.L
    1. Frigoglass Cyprus Limited
    1. Frigoglass Global Limited
    1. Frigoglass South Africa (Proprietary) Limited
    1. Frigoglass East Africa Limited

Security

The security granted in favour of the creditors under the First Lien Facilities, First Lien Notes, Second Lien Facilities and Second Lien Notes include the following:

  • (a) security over shares in the following Group companies: Frigoinvest Holdings B.V., Frigoglass Finance B.V., FrigoglassIndustries Nigeria Limited, Beta Glass plc, Frigoglass West Africa Limited, Frigoglass Romania S.R.L., Frigoglass Eurasia LLC, PT Frigoglass Indonesia, Frigoglass South Africa (Proprietary) Limited, Frigoglass Cyprus Limited, Frigoglass Global Limited, Frigoglass East Africa Limited and 3P Frigoglass S.R.L.; and
  • (b) security over assets of the Group in the value shown below:
Asset in
€ 000's
as
at
30.09.2019
Tangible
assets
31.928
Other
long
term
assets
42
Inventories 33.846
Trade
debtors
32.887
Intergroup
receivables
55.559
Intergroup
loan
receivables
263.394
Other
debtors
2.592
Cash
&
cash
equivalents
9.195
Total 429.443

Note 14 - Investments in subsidiaries

Parent Company
30.09.2019 31.12.2018
Investment in Frigoinvest Holdings B.V. ( The Netherlands ) Net book
value
Net book
value
Opening balance 60.005 60.005
-
Closing Balance 60.005 60.005

In its separate financial statements, the Parent Company accounts for investments in subsidiaries at historic cost less any impairment losses.

The subsidiaries of the Group, the country of incorporation and their shareholding status as are described below:

Country of Consolidation %
Company name & business segment incorporation method Shareholding
ICM Operations
Frigoglass S.A.I.C. Greece Parent Company
SC. Frigoglass Romania SRL Romania Full 100,00%
PT Frigoglass Indonesia Indonesia Full 99,98%
Frigoglass South Africa Ltd. South Africa Full 100,00%
Frigoglass Eurasia LLC Russia Full 100,00%
Frigoglass (Guangzhou) Ice Cold Equipment Co. Ltd.
Scandinavian Appliances A.S
China
Norway
Full
Full
100,00%
100,00%
Frigoglass Spzoo Poland Full 100,00%
Frigoglass India PVT.Ltd. India Full 100,00%
Frigoglass East Africa Ltd. Kenya Full 100,00%
Frigoglass GmbH Germany Full 100,00%
Frigoglass Hungary Kft Hungary Full 100,00%
Frigoglass Nordic AS Norway Full 100,00%
Frigoglass West Africa Limited Nigeria Full 76,03%
Frigoglass Cyprus Limited Cyprus Full 100,00%
Norcool Holding A.S Norway Full 100,00%
Frigoinvest Holdings B.V The Netherlands Full 100,00%
Frigoglass Finance B.V The Netherlands Full 100,00%
3P Frigoglass Romania SRL Romania Full 100,00%
Frigoglass Ltd. Ireland Full 100,00%
Glass Operations
Frigoglass Global Limited Cyprus Full 100,00%
Beta Glass Plc. Nigeria Full 55,21%
Frigoglass Industries (NIG.) Ltd. Nigeria Full 76,03%

The Parent Company does not have any shareholdings in the preference shares of subsidiary undertakings included in the Group.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 15 - Share capital

A) Share capital:

2019

The share capital of the Group as at 30.09.2019 comprised of 355.437.751 fully paid up ordinary shares with an nominal value of € 0,36 each.

The 1st Repetitive General Meeting of shareholders, as at 05.07.2019, decided the nominal decrease of the Company's share capital by the amount of €92,413,815.26 to become €35,543,775.10, through decrease of the nominal value of the Company's 355,437,751 shares from €0.36 to € 0.10 each, according to article 31 of Law 4548/2018, for the purpose of forming a special reserve of equal amount for offsetting losses by deletion of losses from the Company's account "Retained earnings" and the amendment of article 3 of the Company's Articles of Association.

On 09.10.2019 the Ministry of Development and Investments approved the above decision.

2018

The share capital of the Group as at 31.12.2018 comprised of 355.437.751 fully paid up ordinary shares with an nominal value of € 0,36 each.

Number of shares Share capital
-000' Euro
Share premium
-000' Euro-
Balance at 01.01.2018 355.437.751 127.958 (33.801)
Balance at 31.12.2018 355.437.751 127.958 (33.801)
Balance at 30.09.2019 -
355.437.751
-
127.958
-
(33.801)

Notes to the Interim Condensed Financial Statements

in € 000's

Note 16 - Other reserves

Consolidated
Statutory
reserves
Share
option
reserve
Extraordinary
reserves
Tax free
reserves
Currency
translation
reserve
Total
Balance at 01.01.2018 4.177 670 14.638 8.760 (40.477) (12.232)
Exchange differences - - 70 - 3.860 3.930
Balance at 30.09.2018 4.177 670 14.708 8.760 (36.617) (8.302)
Balance at 01.10.2018 4.177 670 14.708 8.760 (36.617) (8.302)
Exchange differences from discontinued
operations recycled to P&L
Exchange differences from continuing
- - - - (3.684) (3.684)
operations - - 21 - 17 38
Balance at 31.12.2018 4.177 670 14.729 8.760 (40.284) (11.948)
Balance at 01.01.2019 4.177 670 14.729 8.760 (40.284) (11.948)
Exchange differences from continuing
operations - - 106 - 4.515 4.621
Balance at 30.09.2019 4.177 670 14.835 8.760 (35.769) (7.327)
Parent Company
Statutory
reserves
Share option
reserve
Extraordinary
reserves
Tax free
reserves
Total
Balance at 01.01.2018 4.020 670 12.013 8.760 25.463
Balance at 30.09.2018 4.020 670 12.013 8.760 25.463
Balance at 01.10.2018 4.020 670 12.013 8.760 25.463
Balance at 31.12.2018 4.020 670 12.013 8.760 25.463
Balance at 01.01.2019 4.020 670 12.013 8.760 25.463
Balance at 30.09.2019 4.020 670 12.013 8.760 25.463

A statutory reserve is created under the provisions of Hellenic law (Law 4548/2018) 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 the established Stock Option Plan provided to senior managers and members of the Management Committee.

The Company has created tax free reserves, in accordance with several Hellenic tax laws, during the years, in order to achieve tax deductions, either:

a) by postponing the settlement of tax liabilities until the distribution of the reserves to the shareholders, or

b) by eliminating any future income tax payment related to the issuance of bonus shares to the shareholders.

Should the reserves be distributed to the shareholders as dividends, the distributed profits will be taxed with the applicable rate at the time of distribution.

No provision has been recognized for contingent income tax liabilities in the event of a future distribution of such reserves to the Company's shareholders since such liabilities are recognized at the same time as the dividend liability associated with such distributions.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 17 - Financial expenses

Consolidated Parent Company
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Finance income
Interest income (2.626) (2.166) (1) -
Interest Expense 12.886 12.328 1.130 1.322
Exchange loss / (gain) &
Other Financial costs 5.864 5.653 49 26
Finance cost for lease liabilities 284 - 45 -
19.034 17.981 1.224 1.348
16.408 15.815 1.223 1.348
Total finance cost / from
discontinued operations
- 361

The Group's principal sources of finance consist of Bond Loans, local overdraft facilities, short- and long-term local bank borrowing facilities and Revolving Credit Facilities (RCFs).

The ratio of the fixed to floating interest rates of the Group's principal sources of finance as at 30.09.2019 amounts to 62% / 38%.

Frigoglass S.A.I.C Notes to the Interim Condensed Financial Statements in € 000's

Note 18 - Income tax

For 2019 in Greece tax rate is 24%. The Group and the Company calculate the period income tax using the tax rate that would be applicable to the expected annual earnings.

The income tax rates in the countries where the Group operates are between 12,5% and 33%.

A part of non deductible expenses, tax losses for which no deferred income tax asset was recognised, the different tax rates in the countries in which the Group operates, incomes not subject to tax and other taxes create the final effective tax rate for the Group.

Audit Tax Certificate

For the financial years 2011 to 2018, 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 2014-2018. 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.

For the years 2011 up to 2018 a respective "Tax Certificate" has been issued by the statutory Certified Auditors in accordance with art 65A of Law 4174/2013, without any qualification or matter of emphasis as pertains to the tax compliance of the Company.

Unaudited Tax Years

The Parent Company has not been audited by tax authorities for the 2010 financial year.

Up to 30.09.2019 we have not been officially served with any audit mandate by the Greek tax authorities for the year 2010.

Consequently, the State is not anymore entitled, due to the lapse of the statute of limitation, to issue assessment sheets and

assessment acts for taxes, duties, contributions and surcharges for the years up to and including 2010, pursuant to the

following provisions:

(a) para. 1 art. 84 of Law 2238/1994 (unaudited cases of Income taxation),

(b) para. 1 art. 57 of Law 2859/2000 (unaudited cases of Value Added Tax), and,

(c) para. 5 art. 9 of Law 2523/1997 (imposition of penalties for income tax cases).

For the Parent Company, the "Tax Compliance Report" for the financial years 2011-2018 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 - 2018.

The Parent company received an audit mandate for a tax re-examination for 2012.

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 such time the special tax audit of the companies in the below table is completed, the tax burden for the Group relating to those years cannot be accurately determined. The Group is raising provisions for any additional taxes that may result from future tax audits to the extent that the relevant liability is probable and may be reliably measured.

Note 18 - Income tax (continued)

Note:

In some countries, the tax audit is not mandatory and may only be performed under certain conditions.

Company Country Unaudited
tax years
Line of Business
Frigoglass S.A.I.C. - Parent Company Greece - Ice Cold Merchandisers
SC. Frigoglass Romania SRL Romania 2012-2018 Ice Cold Merchandisers
PT Frigoglass Indonesia Indonesia 2015-2018 Ice Cold Merchandisers
Frigoglass South Africa Ltd. S. Africa 2012-2018 Ice Cold Merchandisers
Frigoglass Eurasia LLC Russia 2016-2018 Ice Cold Merchandisers
Frigoglass (Guangzhou) Ice Cold Equipment
Co. Ltd.
China 2017-2018 Sales Office
Scandinavian Appliances A.S Norway 2010-2018 Sales Office
Frigoglass Spzoo Poland 2009-2018 Service & Repair of ICM's
Frigoglass India PVT.Ltd. India 2016-2018 Ice Cold Merchandisers
Frigoglass East Africa Ltd. Kenya 2014-2018 Sales Office
Frigoglass GmbΗ Germany 2016-2018 Sales Office
Frigoglass Hungary Kft Hungary 2017-2018 Service & Repair of ICM's
Frigoglass Nordic AS Norway 2010-2018 Sales Office
Frigoglass West Africa Limited Nigeria 2015-2018 Ice Cold Merchandisers
Frigoglass Cyprus Limited Cyprus 2015-2018 Holding Company
Norcool Holding A.S Norway 2010-2018 Holding Company
Frigoinvest Holdings B.V Netherlands 2013-2018 Holding Company
Frigoglass Finance B.V Netherlands 2013-2018 Financial Services
3P Frigoglass Romania SRL Romania 2017-2018 Plastics
Frigoglass Global Limited Cyprus 2015-2018 Holding Company
Beta Glass Plc. Nigeria 2014-2018 Glass Operation
Frigoglass Industries (NIG.) Ltd. Nigeria 2016-2018 Crowns & Plastics

The Group Management is not expecting significant tax liabilities to arise from the specific tax audit of the open tax years of the Company as well as of other Group entities in addition to the ones already disclosed in the consolidated financial statements and estimates that the results of the tax audit of the unaudited tax years will not significantly affect the financial position, the asset structure, the profitability and the cash flows of the Company and the Group.

Note 19 - Right-of-use assets & Lease liabilities

Changes in accounting policies:

This note explains the impact of the adoption of IFRS 16 Leases on the group's financial statements and discloses the new accounting policies that have been applied from 1 January 2019.

The group has adopted IFRS 16 Leases retrospectively from 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019.

Adjustments recognized on adoption of IFRS 16

On adoption of IFRS 16, the group recognised lease liabilities in relation to leases which had previously been classified as 'operating leases' under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019.

Consolidated
Operating lease commitments disclosed as at 31 December 2018 3.114
Weighted average incremental borrowing rate on 01.01.2019 6,4%
Discounted using the lessee's incremental borrowing rate of at the date of initial application 2.883
(Less): short-term leases recognised on a straight-line basis as expense (135)
(Less): low-value leases recognised on a straight-line basis as expense (33)
Add/(less): adjustments as a result of different treatment of extension and termination options 1.687
Add/ : Other Adjustments 1.294
Operating lease commitments as at 1st January 2019 5.696
of which are:
Long-term lease liabilities 3.976
Short-term lease liabilities 1.720
Total 5.696

On 1.1.2019, a new contract for the lease of a warehouse in the subsidiary in Romania was signed.

The discounted amount using the lessee's incremental borrowing rate amounted to €1,204.

Therefore, the total value of the first application originally amounting to € 5.696, turned to € 6.900 with the above addition.

Parent Company
Operating lease commitments disclosed as at 31 December 2018 1.239
Weighted average incremental borrowing rate on 01.01.2019 5,8%
Discounted using the lessee's incremental borrowing rate of at the date of initial application 1.169
Add/(less): adjustments as a result of different treatment of extension and termination options 87
Operating lease commitments as at 1st January 2019 1.256
of which are:
Long-term lease liabilities 818
Short-term lease liabilities 438
Total 1.256

Right-of use assets were measured at the amount equal to the lease liability. The recognized right of use assets relate to the following types of assets:

Frigoglass S.A.I.C Notes to the Interim Condensed Financial Statements in € 000's

Note 19 - Right-of-use assets & Lease liabilities (continued)

Warehouses &
Offices
Machinery Vehicles Other Total
Consolidated
Cost
Balance at 01.01.2019 - - - - -
Effect of the first time adoption 4.446 40 1.054 156 5.696
Additions 1.698 - 71 - 1.769
Balance at 30.09.2019 6.144 40 1.125 156 7.465
Accumulated Depreciation
Balance at 01.01.2019 - - - - -
Additions 1.619 12 214 28 1.873
Balance at 30.09.2019 1.619 12 214 28 1.873
Net book value at 30.09.2019 4.525 28 911 128 5.592
Parent Company
Cost
Balance at 01.01.2019 - - - - -
Effect of the first time adoption 599 - 507 150 1.256
Additions - - 71 - 71
Balance at 30.09.2019 599 - 578 150 1.327
Accumulated Depreciation
Balance at 01.01.2019 - - - - -
Additions 186 - 97 20 303
Balance at 30.09.2019 186 - 97 20 303
Net book value at 30.09.2019 413 - 481 130 1.024

The change in accounting policy affected the following items in the balance sheet on

1 January 2019:

• right-of-use assets – increase by € 5.696

• lease liabilities – increase by € 5.696

Impact on segment disclosures and earnings per share:

Adjusted EBITDA, segment assets and segment liabilities for September 2019 all increased as a result of the change in accounting policy. Lease liabilities are now included in segment liabilities.

The following segments were affected by the change in policy: ICM Operations € 5,4 m & Glass Operations € 0,3m. Earnings per share decreased by € 0,0004 per share for the period 01.01 - 30.09.2019 as a result of the adoption of IFRS 16.

Practical expedients applied

In applying IFRS 16 for the first time, the group has used the following practical expedients permitted by the standard:

  • accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases
  • excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

• using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease.

Note 19 - Right-of-use assets & Lease liabilities (continued)

The Group's leasing activities and how these are accounted for:

The group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of 2 to 5 years, but may have extension options as described below.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Until the 2018 financial year, leases of property, plant and equipment were classified as either finance leases or operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight line basis over the period of the lease.

From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable
  • variable lease payment that are based on an index or a rate,
  • amounts expected to be payable by the group under residual value guarantees
  • the exercise price of a purchase option if the group is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Right-of-use assets are measured at cost comprising the following:

a) the amount of the initial measurement of lease liability

b) any lease payments made at or before the commencement date less any lease incentives received

c) any initial direct costs, and

d) restoration costs at the expense of the lessee in order to disassemble and remove the underlying asset, to restore the premises where it has been located, or to restore the underlying asset to the condition provided by the terms and conditions of the lease.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment.

Extension and termination options are included in a number of property and equipment leases across the group. These are used to maximise operational flexibility in terms of managing the assets used in the group's operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor.

Notes to the Interim Condensed Financial Statements in € 000's

Note 20 - Related party transactions

Truad Verwaltungs A.G is the main shareholder of Frigoglass S.A.I.C with 48,55% shareholding.

Truad Verwaltungs A.G. has also a 23% stake in Coca-Cola HBC AG share capital.

Frigoglass is the major shareholder of Frigoglass Nigeria Industries Ltd. and Frigoglass West Africa Ltd. based in Nigeria, with shareholding of 76,0%, where Coca-Cola HBC AG also owns a 23,9% equity interest.

Coca-Cola HBC AG Agreement:

Based on a contract that has been renewed until 31.12.2020 the Coca-Cola HBC AG purchases ICM's from the Frigoglass Group at yearly negotiated prices.

A.G. Leventis Lease Agreement:

Truad Verwaltungs A.G. has also a 50,75% stake in A.G. Leventis Nigeria Plc.

Frigoglass Industries (NIG) Ltd. has signed an office lease agreement with A.G. Leventis (Nigeria) Plc. for its offices in Lagos, Nigeria, and freight forwarding in Nigeria. Contracts are renewed annually.

The investments in subsidiaries are reported to Note 14.

a) The amounts of related party transactions and balances were:

Consolidated Parent Company
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Sales of goods and services 143.547 138.407 18.096
Purchases of goods and services 916 164 62
Receivables / 20.912 22.666 2.284

b) The intercompany transactions and balances of the Parent company with the Group's subsidiaries were:

Parent Company
30.09.2019 30.09.2018
Sales of goods & other services 4.597 5.080
Disposal of the Intellectual Property
for Product Development to Frigoglass Romania S.R.L
15.366 -
Income from subsidiaries: Services fees and royalties on sales 11.980 14.820
Income from subsidiaries: recharge research & development expenses 1.594 -
Expenses from subsidiaries: Services fees 2.047 1.137
Income from subsidiaries: commissions on sales 117 382
Purchases of goods / Expenses from subsidiaries 22.262 22.464
Interest expense 1.130 1.322
Receivables 15.703 9.490
Payables 28.001 30.097
Loans payables (Note 13) 23.745 24.090

c) 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
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Fees for Board of Directors 289 259 289
Management compensation 2.341 2.154 1.780 1.832

Note 21 - Earnings per share

Basic & Diluted earnings per share

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).

Diluted earnings per share

Given that the average share price for the year is not in excess of the available stock options' exercise price, there is no dilutive effect.

Consolidated Parent Company
in 000's € Nine months ended Nine months ended
(apart from earning per share and number of shares) 30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / after income tax from Continuing operations
attributable to the shareholders of the company
9.163 (1.092) 3.360 (83)
Profit / after income tax from Discontinued
operations attributable to the shareholders of the company
- (6.772) - -
Profit / after income tax for attributable to the
shareholders of the company 9.163 (7.864) 3.360 (83)
Weighted average number of ordinary shares for the
purposes of basic earnings per share 355.437.751 355.437.751 355.437.751 355.437.751
Weighted average number of ordinary shares for the purpose
of diluted earnings per share 355.437.751 355.437.751 355.437.751 355.437.751
a) Basic:
Profit / per share after taxes from Continuing
operations attributable to the shareholders of the company
0,0258 (0,0031) 0,0095 (0,0002)
Profit / per share after taxes from Discontinued
operations attributable to shareholders of the company
- (0,0191) - -
Basic earnings / per share 0,0258 (0,0221) 0,0095 (0,0002)
b) Diluted:
Profit / per share after taxes from Continuing
operations attributable to the shareholders of the company
0,0258 (0,0031) 0,0095 (0,0002)
Profit / per share after taxes from Discontinued
operations attributable to the shareholders of the company
- (0,0191) - -
Diluted earnings / per share 0,0258 (0,0221) 0,0095 (0,0002)
Note 21 - Earnings per share (continued)
Consolidated Parent Company
in 000's € Three months ended Three months ended
(apart from earning per share and number of shares) 30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / after income tax from Continuing operations
attributable to the shareholders of the company
(1.640) (1.670) (2.176) (356)
Profit / after income tax from Discontinued
operations attributable to the shareholders of the company
- (1.689) - -
Profit / after income tax for attributable to the
shareholders of the company (1.640) (3.359) (2.176) (356)
Weighted average number of ordinary shares for the
purposes of basic earnings per share 355.437.751 355.437.751 355.437.751 355.437.751
Weighted average number of ordinary shares for the purpose
of diluted earnings per share 355.437.751 355.437.751 355.437.751 355.437.751
a) Basic:
Profit / per share after taxes from Continuing
operations attributable to the shareholders of the company
(0,0046) (0,0047) (0,0061) (0,0010)
Profit / per share after taxes from Discontinued
operations attributable to shareholders of the company
- (0,0048) - -
Basic earnings / per share (0,0046) (0,0095) (0,0061) (0,0010)
b) Diluted:
Profit / per share after taxes from Continuing
operations attributable to the shareholders of the company
(0,0046) (0,0047) (0,0061) (0,0010)
Profit / per share after taxes from Discontinued
operations attributable to the shareholders of the company
- (0,0048) - -
Diluted earnings / per share (0,0046) (0,0095) (0,0061) (0,0010)

Note 22 - Contingent liabilities & Commitments

The Parent company has contingent liabilities in respect of bank guarantees on behalf of its subsidiaries arising from the ordinary course of business.

Pledged assets are described in detail in Note 13 - Non current and current borrowings.

Based on the loan agreements each guarantor guarantees separately for the total amount of the loan up the amount of € 257 m. See Note 13 for the guarantors.

Consolidated Parent Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Guarantees 252.965 256.596 252.965 256.549

There are no significant litigations or arbitration disputes between judicial or administrative bodies that have a significant impact on the financial statements or the operation of the Company or the Group.

Capital commitments

The capital commitments contracted for but not yet incurred at the balance sheet date 30.09.2019 for the Group amounted to € 4,5 m. (31.12.2018: € 597 thousands) and relate mainly to purchases of machinery and the SAP investment.

The capital commitments contracted for but not yet incurred at the balance sheet date 30.09.2019 for the Parent Company amounted to € 0 thousands (31.12.2018: € 0 thousands).

Notes to the Interim Condensed Financial Statements in € 000's

Note 23 - Seasonality of operations

Revenue from contracts with customers

Consolidated
Quarter 2019 2018
Q1 125.565 105.664 25%
Q2 162.697 142.449 34%
Q3 96.569 80.299 19%
Q4 - 88.885 21%
Total Year 384.831 417.297 100%

As shown above the Group's operations exhibit seasonality.

Note 24 - Post balance sheet events

The 1st Repetitive General Meeting of shareholders, as at 05.07.2019, decided the nominal decrease of the Company's share capital by the amount of €92,413,815.26 to become €35,543,775.10, through decrease of the nominal value of the Company's 355,437,751 shares from €0.36 to € 0.10 each, according to article 31 of Law 4548/2018, for the purpose of forming a special reserve of equal amount for offsetting losses by deletion of losses from the Company's account "Retained earnings" and the amendment of article 3 of the Company's Articles of Association.

On 09.10.2019 the Ministry of Development and Investments approved the above decision.

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.

Note 25 - Average number of personnel

The average number of personnel per operation for the Group & for the Parent company are listed below:

Consolidated
Operations 30.09.2019 30.09.2018
ICM Operations 4.000 3.868
Glass Operations 1.413 1.411
Total 5.413 5.279
Discontinued operations - 325
Parent Company
30.09.2019 30.09.2018
Average number of personnel 185 206

Notes to the Interim Condensed Financial Statements

in € 000's

Note 26 - Other operating income & Other gains/ - net
Consolidated Parent Company
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Other operating income
Income from subsidiaries:
Services fees & royalties on sales
- - 11.980 14.820
Income from subsidiaries:
Commission on sales
- - 117 382
Revenues from insurance claims - 38 - 38
Revenues from scraps sales 726 618 - -
Other charges to customers 600 1.860 - -
Other 2.015 694 47 125
Total: Other operating income 3.341 3.210 12.144 15.365
Other gains - net
Profit/ from disposal of property, plant &
equipment and IP
42 210 10.121 (20)
Other (22) 2 - -
Total: Other gains/ - net 20 212 10.121 (20)

The profit of € 10,1 million for the Parent company relates to the Disposal of the Intellectual Property for Product Development to Frigoglass Romania S.R.L ( Note 7 & 20 ).

Note 27 -Reconciliation of EBITDA

Continuing operations Consolidated Parent Company
Nine months ended Three months ended Nine months ended Three months ended
30.09.2019 30.09.2018 30.09.2019 30.09.2018 30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit / before income tax 26.716 15.672 2.662 3.707 3.470 637 (2.141) (109)
plus: Depreciation 17.193 14.539 5.269 4.575 1.332 2.548 348 799
plus: Impairment of tangible assets - 2.075 - (10) - - - -
plus: Restructuring costs 4.273 297 481 3 4.073 - 481 -
plus: Finance costs * 16.408 15.815 7.665 3.708 1.223 1.348 416 363
EBITDA 64.590 48.398 16.077 11.983 10.098 4.533 (896) 1.053
Revenue from contracts with customers 384.831 328.412 96.569 80.298 35.374 36.739 6.787 7.201
Margin EBITDA, % 16,8% 14,7% 16,6% 14,9% 28,5% 12,3% -13,2% 14,6%

* Finance costs = Interest expense - Interest income +/- Exchange Gain/Loss - Other Financial costs (Note 17)

In 2019 for the parent company the EBITDA margin, without the profit from selling of the intellectual property ( € 10.1 million ) for product development to Frigoglass Romania S.R.L (Note 26), would be 0.0%.

Note 28 - Restructuring

Frigoglass S.A.I.C announced on June 7, 2019 that following its ongoing manufacturing footprint restructuring related initiatives, aiming to improve its cost structure and enhance its long-term competitiveness for the entire Group, discontinues production in Kato Achaia plant in Greece, effected from the date of the announcement.

Consolidated Parent Company
30.09.2019
Provision for staff leaving indemnities (2.400) (2.400)
Consulting fees (231) (31)
Provision for inventories (250) (250)
Impairment charge of Tangible Assets (700) (700)
Other plant expenses not productive (692) (692)
Restructuring (4.273) (4.073)

According to management's assessment, the cease of production at the Kato Achaia plant is not presented as a discontinued operation in accordance with IFRS 5 as it does not constitute a separate major part of the business of the Company and the production carried out at that plant has been transferred to another Group company, which still serves the existing sales geographic area.

Kato Achaia production activity is involved in the ICM segment.

As a result of the cease of production at Kato Achaia plant, 82 employees were terminated, for which a total compensation of € 4.779 was paid up to 30 September 2019.

During 2018 the Group incurred restructuring costs of € 0.3 mil. related to the termination of one production shift in Frigoglass Indonesia PT.

Consolidated Parent Company
30.09.2018
from restructuring activities of ICM Operations (297) -
Restructuring (297) -

Note 29 - Discontinued operations

A) Description

The Company announced on 2 April 2018 that it has entered into an agreement to sell the entire share capital of its wholly owned glass container subsidiary Frigoglass Jebel Ali FZE to ATG Investments Limited.

The decision to sell this operation was taken at the Board of Directors meeting held on 2 March 2018.

In the context of this sale the Group will leave two geographical areas of Glass Industry (United Arab Emirates, Asia - Oceania) and for this reason it has been portrayed as discontinued operations.

On 12th December 2018 Frigoglass S.A.I.C announced that it has completed the divestment of its glass container subsidiary Frigoglass Jebel Ali FZE to ATG Investments Limited.

B) Statement of Profit & Loss Nine months ended
30.09.2019 30.09.2018
Revenue from contracts with customers - 20.781
Cost of goods sold - (26.573)
Gross profit/ - (5.792)
Administrative expenses - (137)
Selling, distribution & marketing expenses - (682)
Other operating income - 200
Operating Profit / - (6.411)
Finance /income - (361)
Profit / before income tax & restructuring costs - (6.772)
Profit / before income tax - (6.772)
Profit / after income tax expenses from discontinued operations - (6.772)
Attributable to:
Non-controlling interests - -
Shareholders - (6.772)
Depreciation - 132
EBITDA - (6.279)
Note 29 Discontinued operations (continued)
Nine months ended
C) Statement of comprehensive income 30.09.2019 30.09.2018
Profit / after income tax expenses (income statement) - (6.772)
Other Comprehensive Income:
Items that will be reclassified to Profit & Loss :
Currency translation differences - 1.797
Other comprehensive income / net of tax - 1.797
Total comprehensive income / net of tax - (4.975)
Attributable to:
- Non-controlling interests - -
- Shareholders - (4.975)
D) Cash Flows Statement Nine months ended
30.09.2019 30.09.2018
Profit / after income tax - (6.772)
(a) Cash flows from /(used in) operating activities - (2.266)
(b) Net cash generated from investing activities - (343)
(c) Net cash flows from/(used in ) financing activities - 5.203
Net increase/(decrease) in cash and cash equivalents (a) + (b) + (c) - 2.594
Cash and cash equivalents at the beginning of the year - 415
Effects of changes in exchange rate - 98
Cash and cash equivalents at the end of the period - 3.107

Note 30 - Reclassifications of the Balance Sheet

Amounts in the Balance Sheet financial statements of the 31.12.2018 have been reclassified so as to be comparable with those of the current period.

The reclassifications have 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 done to accurately reflect the amounts of long-term and short-term liabilities.

An amount of €1.600 has been reclassified from Other payables to Current tax liabilities due to the provisions of IFRIC 23 - Uncertainty over income tax treatment and an amount € 887 from Other payables to Other long term liabilities due to the long term nature of the company's bonus scheme.

Alternative Performance Measures ("APMs")

The Group uses certain Alternative Performance Measures ("APMs") in making financial, operating and planning decisions, as well as, in evaluating and reporting its performance. These APMs provide additional insights and understanding to the Group's operating and financial performance, financial condition and cash flow. The APMs should be read in conjunction with and do not replace by any means the directly reconcilable IFRS line items.

Definitions and reconciliations of Alternative Performance Measures ("APMs")

In discussing the performance of the Group, certain measures are used, which are calculated by deducting from the directly reconcilable amounts of the Financial Statements the impact of restructuring costs. In this context, we are focusing on the APMs from Continuing Operations, while we also present Discontinued Operations for reconciliation purposes.

Restructuring Costs

Restructuring costs comprise costs arising from significant changes in the way the Group conducts business, such as the discontinuation of manufacturing operations, as well as, expenses related to the Group's capital restructuring, debt write‐off and gains from the conversion of the convertible bonds. These costs are included in the Company's/Group's Income Statement, while the payment of these expenses are included in the Cash Flow Statement. However, they are excluded from the results in order for the user to obtain a better understanding of the Group's operating and financial performance achieved from ongoing activity.

EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)

EBITDA is calculated by adding back to profit before income tax, the depreciation, the impairment of property, plant and equipment and intangible assets and net finance cost/income. EBITDA margin (%) is defined as EBITDA divided by Sales from contracts with customers.

(in € 000's) 3Q19 3Q18 9M19 9M18
Profit / (Loss) before income 2,662 3,707 26,716 15,672
tax
Depreciation 5,269 4,575 17,193 14,539
Restructuring costs 481 3 4,273 297
Impairment of fixed assets ̶ (10) ̶ 2,075
Finance costs 7,665 3,708 16,408 15,815
EBITDA 16,077 11,983 64,590 48,398
Sales from contracts with
customers
96,569 80,298 384,831 328,412
EBITDA margin, % 16.6% 14.9% 16.8% 14.7%

EBITDA is intended to provide useful information to analyze the Group's operating performance.

Net Trade Working Capital (NTWC)

Net Trade Working Capital is calculated by subtracting Trade Payables from the sum of Inventories and Trade Receivables. The Group presents Net Trade Working Capital because it believes the measure assists users of the financial statements to better understand its short term liquidity and efficiency.

30 30
September 31 December September
(in € 000's) 2019 2018 2018
Trade debtors 87,828 77,606 64,348
Inventories 87,828 101,739 97,330
Trade creditors 56,034 77,643 54,588
Net Trade Working Capital 119,622 101,702 107,090

Free Cash Flow

Free cash flow is an APM used by the Group and defined as cash generated by operating activities after cash generated from investing activities. Free cash flow is intended to measure the cash generation from the Group's business, based on operating activities, including the efficient use of working capital and taking into account the purchases of property, plant and equipment and intangible assets. The Group presents free cash flow because it believes the measure assists users of the financial statements in understanding the Group's cash generating performance as well as availability for interest payment, dividend distribution and own retention.

(in € 000's) 9M19 9M18
Continuing Discontinued
operations operations Reported
Net cash from operating activities 34,692 36,225 (2,266) 33,959
Net cash from investing activities (12,470) (10,164) (343) (10,507)
Free Cash Flow 22,222 26,061 (2,609) 23,452

Adjusted Free Cash Flow

Adjusted Free Cash Flow facilitates comparability of Cash Flow generation with other companies, as well as enhances the comparability of information between reporting periods. Adjusted Free Cash Flow is calculated by excluding from the Free Cash Flow (defined above) the restructuring related cost, the proceeds from disposal of property, plant and equipment (PPE) and subsidiaries.

(in € 000's) 9M19 9M18
Continuing Discontinued
operations operations Reported
Free Cash Flow 22,222 26,061 (2,609) 23,452
Restructuring Costs 4,779 838 838
Proceeds from disposal of
subsidiary (795) ̶ ̶ ̶
Proceeds from disposal of PPE (77) (1,037) ̶ (1,037)
Adjusted Free Cash Flow 26,129 25,862 (2,609) 23,253

Net debt

Net debt is an APM used by Management to evaluate the Group's capital structure and leverage. Net debt is defined as long‐term borrowings plus short‐term borrowings less cash and cash equivalents as illustrated below.

30 September 31 December
(in € 000's) 2019 2018
Long‐term borrowings 227,306 227,998
Short‐term borrowings 47,198 47,261
Cash and cash equivalents 57,496 49,057
Net Debt 217,008 226,202

Capital expenditure (Capex)

Capital expenditure is defined as the purchases of property, plant and equipment and intangible assets. The Group uses capital expenditure as an APM to ensure that capital spending is in line with its overall strategy for the use of cash.

(in € 000's) 9M19 9M18
Continuing Discontinued
operations operations Reported
Purchase of PPE (10,765) (9,719) (343) (10,062)
Purchase of intangible assets (2,577) (1,482) ̶ (1,482)
Capital expenditure (13,342) (11,201) (343) (11,544)

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