Annual Report • Oct 10, 2016
Annual Report
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REG No. 7650/06/B/86/04- G.E.MI.No. 121653960000 Cyprou 9 & Hydras Street, Moschato Attikis
ACCORDING TO ARTICLE 4 OF LAW 3556/2007
| I. | Statements of the members of the Board of Directors (according to the Law 3556/2007) 4 | ||
|---|---|---|---|
| II. | Independent Auditor's Report 5 | ||
| III. | Board of Directors' Annual Report 7 | ||
| IV. | Annual Financial Statements 33 | ||
| A. | STATEMENT OF TOTAL COMPREHENSIVE INCOME 34 | ||
| B. | STATEMENT OF OTHER COMPREHENSIVE INCOME 35 | ||
| C. | STATEMENT OF FINANCIAL POSITION 36 | ||
| D. | STATEMENT OF CHANGES IN EQUITY - GROUP 37 | ||
| E. | STATEMENT OF CHANGES IN EQUITY - COMPANY 39 | ||
| F. | CASH FLOWS STATEMENT 41 | ||
| G. | NOTES TO THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS | ||
| AT 30 JUNE 2016 42 | |||
| 1. | Information 42 | ||
| 2. | Company's Activity 42 | ||
| 3. | Accounting Principles Summary 43 | ||
| 3.1. 3.1.1 |
Changes in Accounting Policies 43 New Standards, Interpretations, Revisions and Amendments to existing Standards that are |
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| effective and have been adopted by the European Union. 43 | |||
| 3.1.2 | New Standards, Interpretations and amendments to existing Standards which have not taken | ||
| effect yet or have not been adopted by the European Union 44 | |||
| 3.2. | Significant Accounting Judgments, Estimates and Assumptions 47 | ||
| 4. | Main Accounting Principles 49 | ||
| 4.1 | Segment Reporting 49 | ||
| 4.2 | Basis for Consolidation 49 | ||
| 4.3 | Composition of the Group 49 | ||
| 4.4 | Functional currency, presentation currency and conversion of foreign currency 51 | ||
| 4.5 | Property, Plant and Equipment 52 | ||
| 4.6 | Investment Property 52 | ||
| 4.7 | Impairment of Assets 53 | ||
| 4.8 4.9 |
Financial Instruments 53 Inventories 54 |
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| 4.10 | Trade Receivables 54 | ||
| 4.11 | Cash and Cash Equivalents 54 | ||
| 4.12 | Share Capital 54 | ||
| 4.13 | Financial Liabilities 55 | ||
| 4.14 | Loans 55 | ||
| 4.15 | Income & Deferred tax 55 | ||
| 4.16 | Employee Benefits Obligations 56 | ||
| 4.17 | Provisions and Contingent Liabilities /Assets 57 | ||
| 4.18 | Leases 57 | ||
| 4.19 | Recognition of Revenue and Expenses 57 | ||
| 4.20 | Distribution of Dividends 58 | ||
| 5. Notes to the Financial Statements 59 | |||
| 5.1 | Segment Reporting 59 | ||
| 5.2 | Cost of sales 61 |
| 5.3 | Distribution and Administration Expenses 62 | |
|---|---|---|
| 5.4 | Other operating income and expenses 62 | |
| 5.5 | Financial income / expenses and other financial results 63 | |
| 5.6 | Income tax 63 | |
| 5.7 | Earnings per share 64 | |
| 5.8 | Property, plant and equipment 64 | |
| 5.9 | Investment property (leased properties) 68 | |
| 5.10 | Investments in subsidiaries 69 | |
| 5.11 | Financial assets per category 70 | |
| 5.11.1 Financial Assets available for sale 72 | ||
| 5.11.2 Trading Securities – Derivatives 73 | ||
| 5.11.3 Fair value of financial assets 73 | ||
| 5.12 | Other long term receivables 75 | |
| 5.13 | Inventories 75 | |
| 5.14 | Trade debtors and other trade receivables 75 | |
| 5.15 | Other receivables 77 | |
| 5.16 | Other current assets 77 | |
| 5.17 | Long term and short term restricted bank deposits 77 | |
| 5.18 | Cash and cash equivalents 78 | |
| 5.19 | Equity 78 | |
| 5.19.1 Share capital 78 |
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| 5.19.2 Share Premium and other reserves 79 |
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| 5.20 | Liabilities for pension plans 81 | |
| 5.21 | Loan liabilities 82 | |
| 5.22 | Long term loans 83 | |
| 5.23 | Short-term loan liabilities 83 | |
| 5.24 | Other long term liabilities 83 | |
| 5.25 | Deferred tax liabilities 84 | |
| 5.26 | Provisions 85 | |
| 5.27 | Trade and other payables 86 | |
| 5.28 | Current tax liabilities 86 | |
| 5.29 | Other short term liabilities 86 | |
| 5.30 | Cash flows from operating activities 87 | |
| 5.31 | Commitments, Contingent Liabilities / Contingent Assets 87 | |
| 5.32 6. |
Unaudited fiscal years by tax authorities 88 Transactions with related parties 89 |
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| 7. | Fees to members of the Board of Directors 91 | |
| 8. | Lawsuits and litigations 92 | |
| 9. 10. |
Number of employees 92 Proposal for distribution of dividend for the year 2015-2016 92 |
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| 11. | Risk management Policies 93 | |
| 11.1 | Foreign currency risk 93 | |
| 11.2 | Interest Rate Sensitivity Analysis 94 | |
| 11.3 | Credit Risk Analysis 95 | |
| 11.4 | Liquidity Risk Analysis 95 | |
| 12. | Objectives & policies for capital management 97 | |
| 13. | Post-reporting date events 98 | |
| Website where the Parent , Consolidated and the Financial Statements of subsidiaries are posted. | ||
We the members of the Board of Directors of "Jumbo SA"
under the above-mentioned membership, specifically assigned from the Board of Directors of "JUMBO SA " we declare and certify with the present, that from that we know:
Moschato, 7 October 2016 The asserting
| Apostolos - Evangelos Vakakis | Ioannis Oikonomou | Sofia Vakaki |
|---|---|---|
| President of the Board of Directors | Vice-President of the Board of Directors |
Appointed Consultant |
We have audited the accompanying separate and consolidated financial statements of JUMBO S.A. and its subsidiaries, which comprise the separate and consolidated statement of financial position as at June 30, 2016, the separate and consolidated statements of profit or loss and comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, as well as for internal control the management determines as necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the separate and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the separate and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the separate and consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company Jumbo S.A and its subsidiaries as at June 30, 2016, and the financial performance and the cash flows of the Company and its subsidiaries for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union.
a) The corporate governance statement that provides the information that is required by paragraph 3d of article 43a, of Codified Law 2190/1920 is included in the Board of Directors' Report.
b) We verified the conformity and consistency of the information given in the Board of Directors' Report with the accompanying separate and consolidated financial statements, in accordance with the requirements of Articles 43a (par. 3a), 108 and 37 of Codified Law 2190/1920.
Athens, 07 October 2016 The Chartered Accountants
Marios Lasanianos I.C.P.A. Reg. No 25101
Athanasia Arampatzi I.C.P.A. Reg. No 12821
6
Annual Report for the financial year 2015/2016
Dear Shareholders,
Under the provisions of Law 3556/2007, Law 2190/1920 as it is in effect and the Statute of Incorporation of the Company, we submit for the closing corporate fiscal year from 01.07.2015 to 30.06.2016, the consolidated Report of the Board of Directors that includes the information under paragraphs 2(c), 6, 7 and 8 of Article of 4, Law 3556/2007, Article 43a paragraph 3, Article 107 paragraph 3 and Article 136 par.2 of Law 2190/1920 and the decision of the Hellenic Market Committee 7/448/11.10.2007 Article 2, the consolidated and the Separate Financial Statements as at 30.06.2016, the Notes to the Financial Statements for the relevant fiscal year as prescribed by the International Financial Reporting Standards as well as the relevant independent auditor's report. Finally, the Corporate Governance Statement according to Law 3873/2010 is also included.
The present report describes the operations of Jumbo SA and the Group of Jumbo companies as well as financial information, which aim to provide information to the shareholders and the investing public on the financial position, and the results, the total course of development and the changes occurred in the fiscal year from 01.07.2015-30.06.2016, significant events, which took place and their effect on the Financial Statements for the current fiscal year, as well as a description of the prospective and the most significant risks and uncertainties faced by the Group and the Company and the significant transactions between the related parties of the Group.
Turnover: The Group's turnover reached € 637,56 mil, presenting increase of 9,44% as compared to the previous financial year with a turnover of € 582,55 mil in a difficult year for the retail market in Greece. The Company's turnover amounted to € 550,51 mil, presenting an increase of 6,08% as compared to the previous fiscal year with a turnover of € 518,97 mil.
The Group continued expanding in Romania by adding another store in Pitesti (approximately 11.000 sq.m.).
As it has already been announced, the Company's aim is to facilitate more effective administration of the existing network and infrastructure of the Company through reevaluation and upgrade of older stores, as well as the expansion of the network through the addition of new stores in the following years to points where the company so far has no presence. As part of the aforementioned restructuring of the existing network, the company terminated the operation of two small rented stores in January 2016.
As at 30.06.2016, the Group's network had 71 stores, 51 of which are located in Greece, 5 in Cyprus, 8 in Bulgaria and 7 in Romania and had also the on line store e-Jumbo
Furthermore, the Company, through collaborations, has presence, with stores that operating under the Jumbo brand, in F.Y.R.O.M. with two stores, Albania with two stores and Kosovo with 3 stores. During the second semester of the year 2015/2016, Jumbo proceeded with the expansion of its collaboration with the company Veropoulos in Serbia and at 30.06.2016 which operates two stores under the brand of Jumbo in Serbia.
Gross profit: The Group managed to maintain its gross profit margin at a high level of 53,00% versus 53,16% in the previous fiscal year.
Respectively, for the Company the gross profit margin for the fiscal year 01.07.2015-30.06.2016 reached 45,84% compared to 46,63% for the previous year.
Earnings before interest, tax, investment results and depreciation (EBITDA): Earnings before interest, tax, investment results and depreciation (EBITDA) of the Group reached € 183,71 mil from € 159,26 mil in the previous fiscal year and the EBITDA margin to 28,81% from 27,34% in the previous fiscal year. Earnings before interest, tax, investment results and depreciation (EBITDA) for the Company reached € 130,07 mil as compared to € 120,02 mil in the previous fiscal year and the EBITDA margin to 23,63% from 23,13% in the previous fiscal year. EBITDA is maintained due to expenditure restraint.
Net Profits after tax: The Net Consolidated Profits after tax reached € 121,26 mil. from € 104,84 mil. in the previous financial year, i.e. increased by 15,67%.
Net Profits after tax for the Company reached €82,46 mil. from € 74,66 mil. in the previous financial year, increased by 10,44%.
Net cash flows from operating activities: Net cash flows from operating activities of the Group amounted to € 111,71 mil. from € 128,91 mil. The capital expenses amount of € 34,69 mil in the year 2015/2016, net cash flows after investment and operating activities amounted to € 84,60 mil in the year 2015/2016 from € 75,68 mil in the previous fiscal year. Cash available after financing activities amounted to € 394,73 mil. for 2015/2016 from € 298,92 mil in the previous financial year.
Net cash flows from operating activities of the Company amounted to € 85,52 mil. from € 66,69 mil. The capital expenses of € 19,76 mil in 2015/2016 lead to net cash flow from investing and operating activities of € 31,81 mil in 2015/2016 from € 39,05 mil in 2014/2015. Cash and cash equivalent amounted to € 213,43 mil in 2015/2016 from € 169,89 mil in the previous financial year.
Earnings per share: The Group's basic and diluted earnings per share reached € 0,8913 as compared to € 0,7705 in the previous financial year, i.e. increased by 15,68% and the Earnings per share of the Company reached € 0,6060, increased by 10,42% as compared to the previous financial year of € 0,5488.
Profit / (loss) per share has been calculated based on the allocation of profits / (losses) after tax, on the weighted average number of shares of the parent company.
Tangible Fixed Assets: As at 30.06.2016 the carrying amount of the Group's Tangible Fixed Assets amounted to € 504,50 mil and represented 41,71% of the Group's Total Assets as compared to the previous year carrying amount of 504,00 mil that represented 46,22% of the Group's Total Assets.
As at 30.06.2016 the carrying amount of the Company's Tangible Fixed Assets amounted to € 297,24 mil and represented 30,24% of the Company's Total Assets as compared to the carrying amount as at 30.06.2015 which amounted to € 295,50 mil and represented 32,35% of the Total Assets.
Inventories: Inventories of the Group amounted on 30.06.2016 to € 196,78 mil compared to € 197,79 mil on 30.06.2015 and represent a proportion of Total Consolidated Assets which is set on 30.06.2016 at 16,27% compared to 18,14% on 30.06.2015. Inventories of the Company amounted, respectively, to € 172,02 mil compared to €172,70 mil and represent a proportion of Total Assets of the Company which is set at 17,50% compared to 18,91%.
Long term bank liabilities: As at the same date, long term bank liabilities of the Group and the Company stood at 144,19 million Euro, i.e. 11,92% of Total Liabilities (The Company 14,67%) versus 143,92 million Euro at the Group and the company level as at 30.06.2015.
Equity: Consolidated Equity amounted in the current financial year to € 915,59 mil compared to € 797,21 mil on 30.06.2015 and represented 75,71% of the Group's Total Liabilities. Equity for the Company amounted to € 716,43 mil compared to € 633,42 mil on 30.06.2015 representing 72,88% of the Company's Total Liabilities. The increase in Equity is mainly attributed to the Group's and the Company's profitability.
Net borrowing ratios: During the current financial year, cash balances of the Group were higher than the total borrowings by the amount of € 250,36 mil and as a consequence total net borrowing was negative. At 30.06.2015 cash balances of the Group were higher than the total borrowings by the amount of € 152,12 mil and as a consequence total net borrowing was negative.
During the current financial year, cash balances of the Company were higher than the total borrowings by the amount of € 69,24 mil and as a consequence total net borrowing was negative. On 30.06.2015 , the Company cash available were higher that the total amount of borrowing liabilities by € 23,31 mil and, therefore, the net borrowings were negative.
The Group recognizes four geographical segments, Greece, Cyprus, Bulgaria and Romania, as operating segments. The above segments are used by the Company's Management for internal information purposes. The Management's strategic decisions are based on the operating results of every segment which are used for the measurement of profitability.
On 30.06.2016 the total amount of earnings before taxes, financial and investment results which was allocated among the four segments amounted to € 185,85 mil and the amount which had not been allocated amounted to a loss of € 24,85 mil. This amount includes several expenses which are not allocated (the total of the allocated and non-allocated results, an amount of € 161,00 mil represents the profit before taxes, financial and investment results for the current financial year).
Respectively on 30.06.2015 the total amount of earnings before taxes, financial and investment results which was allocated among the four segments amounted to € 163,19 mil and the amount which had not been allocated amounted to a loss of € 25,26 mil. This amount includes several expenses which are not allocated (the total of the allocated and non-allocated results, an amount of € 137,94 mil represents the profit before taxes, financial and investment results for the current financial year).
The segment of Greece represented for the year 01.07.2015-30.06.2016 71,97% of the Group's turnover while it also contributed 68,80% of the allocated earnings before taxes, financial and investment results. For the previous financial year this segment represented 75,17% of turnover, while it contributed to the 72,86% of the earnings before taxes, financial and investment results.
The segment of Cyprus represented for the financial year 01.07.2015-30.06.2016 12,37% of the Group's turnover while it also contributed 16,04% of the allocated earnings before taxes, financial and investment results. For the previous financial year this segment represented 12,88% of turnover while it contributed 16,96% of the allocated earnings before taxes, financial and investment results.
The segment of Bulgaria represented for the financial year 01.07.2015-30.06.2016 8,15% of the Group's turnover while it also contributed 7,65% of the earnings before taxes, financial and investment results. For the previous financial year this segment represented 7,78% of turnover while contributed 6,79% of the allocated earnings before taxes, financial and investment results.
The segment of Romania represented for the financial year 01.07.2015-30.06.2016 7,51% of the Group's turnover while it also contributed 7,50% of the earnings before taxes, financial and investment results. For the previous financial year this segment represented 4,17% of turnover while contributed 3,39% of the allocated earnings before taxes, financial and investment results.
The Group's policy is to monitor its results and performance on a monthly basis, thus timely and effectively identifying deviations from its objectives and undertaking necessary corrective actions. Jumbo SA. evaluates its financial performance using the following generally accepted Key Performance Indicators:
ROCE (Return on Capital Employed): this ratio divides the net earnings after taxes with the total Capital Employed which is the total of the average of the Equity of the two last years and the average of the total borrowings of the two last years.
for the Group the ratio stood: at 12,10% for the current year and at 11,31% for the previous year
for the Company the ratio stood: at 10,05% for the current year and at 9,61% for the previous year
ROE (Return on Equity): this ratio divides the Earning After Tax (EAT) with the average Equity of the two last years.
The significant events which took place during the fiscal year 2015/2016, as well as their effect on the annual financial statements are the following.
In July, 2015 the amount of € 20,7 m was paid towards the share capital increase of the subsidiary JUMBO EC.R SRL. Moreover, in June 2016, the subsidiary company JUMBO EC. R SRL proceeded with share capital increase of € 20 million. After the above share capital increases the subsidiary's share capital amounted as at 30.06.2016 to € 68,91 million and was covered by 100% by the parent company.
The Annual Regular General Meeting of the shareholders held on 11.11.2015 approved among other issues non-distribution of dividend from the earnings of the financial year 2014-2015
In October Jumbo proceeded with the expansion of the store at the Port of Thessaloniki through the purchase of 3.296,05 sq.m.. In December Jumbo proceeded with the expansion of its storage space at Oinophyta through the addition of land of 8.308 sq.m. and a building of 2.557 sq.m. Furthermore, in March 2016 the Company proceeded with the purchase of a warehouse in Thiva, Greece of total surface 36.294sqm in a land of 78.845 sqm.
The Board of Directors of Jumbo S.A. held a meeting on January 15th, 2016 after the resignation - due to retirement - of Ms Vernadaki Kalliopi from her positions as Executive Member of the Board of Directors and as Managing Director with the agenda of substituting the resigned Member and reconstituting the Board of Directors. The Board of Directors decided the replacement of the aforementioned Member of the Board from Ms Sofia Vakaki. Her election was approved by the Extraordinary General Meeting of the shareholders of the Company on 18.05.2016 .
Under as at 04.03.2016 decision, the Company's Board of Directors decided on merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.".
In compliance with paragraphs 10-12, IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", the Management has applied the pooling of interests method under merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.".
Under the pooling of interests method, assets and liabilities of the absorbed companies are recorded at accounting value prior to the merger, without taking into account the company's acquisition value and the contributed equity. Therefore, the goodwill arising from consolidation of the company, included in the merger, is not recognised.
Under Prot. No. 58238/02.06.2016 decision of the Hellenic Ministry of Economy, Development and Tourism, which was filed at the "General Electronic Commercial Registry (G.E.MI.)" on the same day with the Number 640856 was approved the merger by absorption (therefore the "Merger") of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." (therefore the Absorbed company), while the nominal value of the shares of the Company decreased from EUR 1.19 to EUR 0.88 according to the decisions of a) the Extraordinary General Meeting of the shareholders of "Jumbo S.A." on 18.05.2016 and b) the Extraordinary General Meeting of the shareholders of "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." on 18.05.2016. The share exchange ratio between the Merging Companies was set as follows:
For each one (1) current share of the Absorbed Company, its holder shall receive 202,1918131256950 new shares of the Absorbing Company of a par value of € 0,88 each.
The shareholders of the Absorbing Company will continue to hold one (1) common registered share for each share they had prior to the Merger, of a new par value of €0,88.
The Managing Committee of the Hellenic Exchange on its meeting held on 30.06.2016 approved the introduction and the trading of the 36.354.088 new ordinary shares with voting rights that came as a result of the Merger and was informed about the change of the nominal value of the Company from EUR 1.19 to EUR 0.88. The trading of the aforementioned new ordinary shares with voting rights of the Company, of nominal value of EUR 0.88, began on 04.07.2016
The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group's risk management policy aims at limiting the negative impact on the Group's financial results which arises from the inability to predict financial markets and the variation in cost and revenue variables.
The risk management policy is executed by the Management of the Group which evaluates the risks related to the Group's activities, plans the methodology and selects suitable financial products for risk reduction.
The Group's financial instruments include mainly bank deposits, trade debtors and creditors, dividends paid and loans.
The extended economic recession in confluence with capital control restriction imposed on 29.06.2015 on the Greek economy has had a materially adverse effect on the totality of the economic activity of the country.
Greece has faced and continues facing significant fiscal challenges and structural weaknesses of its economy, which has raised doubts about a possible exit of Greece from the Eurozone. The potential extent and scope of the consequences of a potential exit of Greece from the Eurozone are uncertain, but such an exit or the threat thereof could have material negative impact on the activities and liquidity of the Company.
A potential inability to realise the Economic Adjustment Programme and/or the inability of that programme to significantly improve the Greek economy or a potential, further credit-event related to public debt or its further restructuring or potential exit of the country from the Eurozone might have a negative influence on the income statements and the financial position of the Company and, therefore, of the Group, in ways that can currently not be foreseen.
Despite the volatile macroeconomic and financial environment of Greece and the reduction in disposable income of the majority of consumers, the Company has responded successfully to the singular conditions of the Greek economy achieving an increase of 6,08% in revenue compared to the previous year. Having already experienced capital control restriction in Cyprus, the Group Management was prepared to take the necessary steps and adequately address the impact of capital restriction imposed in Greece. In particular:
a) the Group had sufficient stocks to facilitate uninterrupted supply of the stores,
b) the Company and its subsidiaries were adequately capitalized, with no liquidity problems and the cash and cash equivalents exceeded the bank loans,
c) the Group has a significant presence in Greece but due to its export orientation, 31% of its revenue refer to foreign operations.
The Group Management continuously assesses the situation and its possible consequences, and takes all necessary measures to maintain the viability of the Group and the Company in order to minimize any adverse impact on the their activities and facilitate extension of their operations. However, it is to be noted that the company viability is inextricably linked to the sustainability of the country in its efforts for reconstruction within the Eurozone.
The Group operates internationally and therefore it is exposed to foreign exchange risk, which arises mainly from the U.S. Dollar and Romanian Lei (RON) due to the operation of the Group through its subsidiary company in Romania. The Group deals with this risk with the strategy of early stocking that provides the opportunity to purchase inventories at more favorable prices while is given the opportunity to review the pricing policy through its main operation activity which is retail sales. However, significant variation in foreign exchange rates could have a negative effect on the income statement.
Οn 21.05.2014 the parent company signed an agreement with financial institutions regarding the coverage of a five-year duration Common Bond Loan, of a maximum amount up to €145 million. The interest rate is six-month euribor + 4% margin. A potential increase in the Euribor would increase debit interest and have a negative effect on the income statement of the Group.
The main part of the Group's sales concerns retail sales (for which cash is collected), while wholesale sales are mostly made to client with a reliable credit record. In respect of trade and other receivables the Group is not exposed to any significant credit risk exposure. To minimize this credit risk as regards money market instruments, the Group only deals with well-established financial institutions of high credit standing.
The Group manages its liquidity by carefully monitoring scheduled debt servicing payments for long – term financial liabilities as well as cash outflows due in day - to - day business. The Group ensures that sufficient available credit facilitations exist, so that it is capable of covering the short-term enterprising needs, after calculating the cash inputs resulting from its operation as well as its cash in hand and cash equivalents.
Demand for products and services as well as the Company's sales and final economic results are effected by external factors such as political instability, economic uncertainty, capital controls and recession.
Moreover, factors such as taxes, political, economic and social changes that can affect Greece as a country and other countries where the Group operates can have a negative effect on the Company's and the Group's going concern, its financial position and results.
In order to deal with the above risks the Company constantly re-engineering its products, emphasizing in cost constrain and creating sufficient stock early enough at favourable prices.
During the last six years and particularly during the latest period by the imposition of capital controls, the internal extraordinary economic crisis and recession have caused significant problems both in the public finances and private economy of our country, creating the risk of bankruptcy of some suppliers of the Company. In this case the Company faces the danger of loss of advance payments that has been provided for the purchase of products.
As a safeguard from the aforementioned risk, the Company has contracted collaboration with important number of suppliers where no one represents an important percentage on the total amount of the advance payments.
Due to the specified nature of Group's products, its sales present high level of seasonality. In particular during Christmas the Company succeeds approximately 28% of its annual turnover, while sales fluctuations are observed during months such as April (Easter – 10% of annual turnover) and September (beginning of school period- 10% of annual turnover). Sales seasonality demands rationality in working capital management specifically during peak seasons. It is probable that the Group's inadequacy to deal effectively with seasonal needs for working capital during peak seasons may burden financial expenses and negatively affect its results and its financial position.
Group's inadequacy to deal effectively with increased demand during these specific periods and delays in deliveries due to the imposition of capital control will probably effect negatively its annual results. Moreover, problems can come up due to external factors such as bad weather conditions, strikes or defective and dangerous products.
The Company imports its products directly from aboard as exclusive dealer for toy companies which do not maintain agencies in Greece. Moreover, the Company acquires its products from 230 suppliers which operate within the Greek market.
However, the Company faces the risk of losing revenues and profits in case its cooperation with some of its suppliers terminates and due to delays in deliveries due to capital controls. Nevertheless, it is estimated that the risk of not renewing the cooperation with its suppliers is inconsiderable due to the leading position of JUMBO in the Greek market. The potential of such a perspective would have a small effect to the Company's size since none of the suppliers represents more than 3% of the Company's total sales.
The Company's basic competitors are super markets (food departments excepted), toy stores, infantileproduct stores, stationery stores, seasonal-goods stores, as well as respective electronic storefronts. There have been significant mergers and acquisitions in the industry of super markets The current status of the market could change in the future either due to the entrance of foreign companies in the Greek market or due to potential strategic changes and retail store expanding of present competitors. A potential increase in competition e.g. through price wars or offers could have a negative impact on the revenue and profits of the Group.
70% of group's products originate from China. The facts that could lead to cessation of Chinese imports (such as embargo for Chinese imports or increased import taxes for Chinese imports or politicaleconomic crises and personnel strikes in China, capital controls) could interrupt the provision of the Group's selling points. Such potentiality would have a negative effect on the Group's operations and its financial position. Imposition of capital control could affect the Group's ability to timely receive the goods.
Threat or event of war or a terrorist attack or potential consequences for Greece from failure to meet the third rescue program or possible consequences from the continuing crisis in Eurozone and to the other countries that the Group has operations are factors that cannot be foreseen and controlled. Such events can affect the economic, political and social environment of the country and the Group in general.
The fiscal year that ended on June 30, 2016, was marked by the imposition of capital control in Greece, still effective currently. During a difficult period for the Greek economy, in time of great uncertainty, the Group was timely prepared in time to have sufficient reserves to cope with the initial shock. Also, the Group's companies were sufficiently capitalized, with no liquidity problems and the cash and cash equivalents exceeded the bank loans.
In this context, the Group monitors and continually assesses the developments and will inform the investing public about any effect that the prevailing conditions may have on its operation, financial position and results. However, it is to be noted that the company viability is inextricably linked to the sustainability of the country in its efforts for reconstruction within the European environment.
The Group holds a leading position in the retail sale of toys, baby products, gift articles, household products, stationery and relevant and similar types of products and intends to maintain it. As a means to achieve this objective are the continuous enrichment of variety of its trading products, based on developments and demand trends in the categories where the Group operates, maintaining product prices at competitive levels as well as the advertising of strong branding .
With regard to the Group stores network:
In Greece, the Group operates 51 stores and e-jumbo shop. The Company's objective is to facilitate better management of the existing network and infrastructure through re-evaluation and upgrading the existing stores as announced and expansion of the network in places where the Company has no presence so far in the following years.
In Bulgaria, the subsidiary company «Jumbo ΕC.B LTD», operated until 30.06.2016 eight stores, four in Sofia, one in Plovdiv, one in Varna, one in Burgas and one in Rousse. A new store is expected to begin operations during the first semester of the current economic period 2016/2017.
In Cyprus, the subsidiary company Jumbo Trading Ltd, operated until 30.06.2016 five stores. One in Nicosia, two in Lemessos, one in Larnaka and one in Paphos. The Company Management considers the number and size of the stores adequate to fulfil market needs for the time being.
In Romania, the subsidiary company «Jumbo ΕC.R SRL» had until today seven hyper-stores. Two in Bucharest, one in Timisoara, one in Oradea, one in Arad, one in Ploiesti and one in Pitesti. The Group aims to invest intwo new hyper-stores in the country that are expected to open at Christmas Season 2017.
Moreover, via various collaborations, the Company has presence in four countries (FYROM, Albania, Kosovo, Serbia) with stores that operate under the Jumbo brand name. Within the following financial year, it is expected that the Company's collaborators will expand their store network in the countries, where they already hold operations. The Company is expected to expand the commercial collaboration agreement with an independent client - Kid Zone Sh.p.k – to Bosnia as well.
The management of the Parent Company will propose to the General Meeting for the closing year 2015/2016 the distribution of a total amount of € 36.736.134,93 or € 0,27 (gross) per share (136.059.759 shares). It is noted that according to article 62 of the law 4173/2013, as valid until 31.12.2016, where necessary, 10% of dividend tax shall e withheld and therefore the amount that will be ultimately paid shall amount to 0.2430 euros per share. The distribution shall take place through a bank within the timeframe specified by the law after its approval by the Annual Regular General Meeting of the shareholders.
With regard to the subsidiaries their Boards of Directors have not proposed a dividend distribution to the shareholders for the year ended due to the ongoing investment program.
The number of staff employed as at the end of the financial year (30.06.2016) reached for the Group 5.056 persons, 4.328 of whom permanent personnel and 728 seasonal, while the average number of personnel for the current financial year escalated to 4.798 persons (4.152 of whom permanent personnel and 646 seasonal). The Company at the end of the financial year (30.06.2016) employed 3.509 persons, 3.094 of whom permanent personnel and 415 seasonal, the Cypriot subsidiary Jumbo Trading Ltd employed 568 persons (258 of whom permanent personnel and 310 seasonal), the subsidiary in Bulgaria employed 532 permanent personnel and the subsidiary in Romania employed 447 persons (444 of whom permanent personnel and 3 seasonal).
The basic accounting principles applied are consistent with those applied for the Financial Statements of the previous year 2014-2015 (01.07.2014-30.06.2015), with the exception of the new revised accounting standards and interpretations mentioned in note 3.1 to the Financial Statements being applied to the Group.
There are no encumbrances on the assets of the Group and the Company on 30.06.2016. In order to obtain bank overdrafts for a Group's subsidiary, the amount of € 965.020 has been granted as collateral in the form of blocked bank deposits.
There are no litigations of which potentially negative outcome might have an important impact on the Group's financial results.
The Societe Anonyme under the title «JUMBO SA» and the distinctive title «JUMBO» was founded in 1986, with current headquarters in Moschato of Attica (road Cyprus 9 and Hydras), has been listed since 1997 in the Alternative Market of Athens Exchange and is registered in the Registry for SA of Ministry of Development with reg. no. 7650/06/Β/86/04 while the Company's number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. The company has been classified in the Main Market category of the Athens Exchange.
1. The subsidiary company under the title «Jumbo Trading Ltd», is a Cypriot company of limited liability. It was founded in 1991. Its headquarters are in Nicosia of Cyprus (Avenue Avraam Antoniou 9, Down Lakatamia of Nicosia). It is registered in the Registration of Companies Cyprus, with number Ε 44824. It operates in Cyprus under the same objective with the Parent, ie retail sales of toys and related items. The parent company holds 100% of the shares and of the voting rights.
2. The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD » was founded on the 1st of September 2005 as a One – person Company of Limited Responsibility with Registration Number 96904, book 1291 of Court of first instance of Sofia and according to the conditions of Special Law with number 115. Its headquarters are is in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The Parent company owns 100% of its shares and its voting rights.
3. The subsidiary company in Romania under the title «JUMBO EC.R SRL» was founded on the 9th of August 2006 as a Company of Limited Responsibility (srl) with Registration Number J40/12864/2006 of the Trade Register, with registered office in Bucharest, area 3, B-dul Theodor Pallady avenue, number 51, Centrul de Calcul building 5th floor. Parent company owns 100% of its shares and its voting rights.
In July, 2015 the amount of €20,7 m was paid towards the share capital increase of the subsidiary JUMBO EC.R SRL. Moreover, in June 2016 the subsidiary company JUMBO EC.R proceeded with a share capital increase of € 20 million. After the above share capital increase, the subsidiary's share capital as at 30.06.2016 amounted to € 68,91 m and was covered by 100% by the parent company.
4. The subsidiary company ASPETTO Ltd was founded on the 21.08.2006 in Cyprus Nicosia (Abraham Antoniou 9 avenue, Kato Lakatamia, Nicosia). "Jumbo Trading Ltd" owns 100% of its voting rights.
5. WESTLOOK SRL is a subsidiary of ASPETTO Ltd which holds a 100% stake of its share capital. The company's registered office is in Crevedia, county Dâmboviţa (motorway Bucureşti - Târgovişte, No. 670, Apartment 52). The company was founded at 16.10.2006.
6. Rimokin Properties Ltd is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company's registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 28.07.2014.
7. Geocam Holdings Limited is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company's registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 13.03.2015.
8. Geocam Limited is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company's registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 13.03.2015.
The Group's companies, included in the consolidated financial statements as well as the consolidation method are the following:
| Consolidated Subsidiary |
Percentage and Participation |
Main Office | Activity | Consolidation method |
|---|---|---|---|---|
| JUMBO TRADING LTD |
100% Direct | Cyprus | Trade | Full Consolidation |
| JUMBO EC.B LTD |
100% Direct | Bulgaria | Trade | Full Consolidation |
| JUMBO EC.R SRL | 100% Direct | Romania | Trade | Full Consolidation |
| ASPETTO LTD | 100% Indirect | Cyprus | Investment | Full Consolidation |
| WESTLOOK SRL | 100% Indirect | Romania | Investment | Full Consolidation |
| RΙΜΟΚΙΝ PROPERTIES LTD |
100% Indirect | Cyprus | Investment | Full Consolidation |
| GEOCAM HOLDINGS LIMITED |
100% Indirect | Cyprus | Investment | Full Consolidation |
| GEOFORM LIMITED |
100% Indirect | Cyprus | Investment | Full Consolidation |
The structure of the Group did not change during the year.
The most important transactions and balances between the Company and the related parties (except physical persons) on 30.06.2016, as defined in IAS 24, are as follows:
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Sales of products | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 91.633.288 | 81.093.058 |
| Total | - | - | 91.633.288 | 81.093.058 |
| Sales of services | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 22.047 | 27.001 |
| Total | - | - | 22.047 | 27.001 |
| Sales of tangible assets | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 493.279 | 1.063.998 |
| Total | - | - | 493.279 | 1.063.998 |
| THE GROUP | THE COMPANY | |||
| Purchases of products | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 2.330.252 | 2.036.546 |
| Other related parties | - | 418.829 | - | 418.829 |
| Total | - | 418.829 | 2.330.252 | 2.455.375 |
| Purchases of tangible assets and other | ||||
| services | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 28.774 | 1.628 |
| Total | - | - | 28.774 | 1.628 |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Receivables | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 796.963 | 26.234.485 |
| Total | - | - | - | 26.234.485 |
| Liabilities | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | - | 20.708.461 |
| Total | - | - | - | 20.708.461 |
The most important transactions and balances between the companies of the Group (except the parent company JUMBO S.A.), as defined in IAS 24, are as follows:
| 30/06/2016 | 30/06/2015 | |||
|---|---|---|---|---|
| Amounts in € | Income | Expenses | Income | Expenses |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | 2.296 | - | - | 445.899 |
| Total | 2.296 | - | - | 445.899 |
| 30/06/2016 | 30/06/2015 | |||
| Receivables | Liabilities | Receivables | Liabilities | |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | - | - | 20.456 | - |
| Total | - | - | 20.456 | - |
The above amounts have been eliminated at Group level.
Sales and purchases of merchandise concern goods that the parent company trades, that is, toys, infantile items, stationery, home and seasonal goods. All the transactions described above have been carried out under the usual market terms. Also, the terms that govern the transactions with the above related parties are equivalent to those that prevail in arm's length transactions.
The transactions with Directors and Board Members are presented below:
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
|---|---|---|
| Amounts in euro | 30/06/2016 | 30/06/2016 |
| Wages and salaries | 941.719 | 451.105 |
| Insurance service cost | 79.161 | 34.162 |
| Other fees and transactions with the members of the Board of Directors |
1.298.586 | 1.270.787 |
| Compensation due to termination of employment | 6.945 | 6.945 |
| Total | 2.326.411 | 1.762.999 |
| Pension Benefits: | 30/06/2016 | 30/06/2016 |
| Defined benefits scheme | - | - |
| Defined contribution scheme | - | - |
| Other Benefits scheme | 262.529 | 262.529 |
| Payments through Equity | - | - |
| Total | 262.529 | 262.529 |
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
|---|---|---|
| Amounts in euro | 30/06/2015 | 30/06/2015 |
| Wages and salaries | 957.310 | 462.866 |
| Insurance service cost | 79.314 | 33.439 |
| Other fees and transactions with the members of the Board of Directors |
1.160.626 | 1.134.967 |
| Compensation due to termination of employment | 7.382 | 7.382 |
| Total | 2.204.632 | 1.638.655 |
| Pension Benefits: | 30/06/2015 | 30/06/2015 |
| Defined benefits scheme | - | - |
| Defined contribution scheme | - | - |
| Other Benefits scheme | 269.278 | 269.278 |
| Payments through Equity | - | - |
| Total | 269.278 | 269.278 |
From the realized profits, the Annual General Meeting of the shareholders which took place on 11.11.2015 approved gross fees of € 787.900,00 for the five (5) members of the Board of Directors, which are not under an employment service contract with the Company. The above mentioned amount was finally fully paid within the fiscal year 2015/2016.
The other members of the Board of Directors and specifically the Managing Director, the Appointed Consultant and the vice-president and legal adviser have an employment contract and their monthly salaries are included in the Company's administrative expenses. Total salaries plus the relative employer's contribution in the financial year 01.07.2015 – 30.6.2016 for the above persons amounted to € 868.698, with minimum salary € 6.253 and maximum salary € 20.682. It should be noted that Ms Sofia Vakaki was elected by the Board of Directors on 15.01.2016 following the resignation due to retirement of Ms Vernadaki Kalliopi. Her election was approved by the Extraordinary General Meeting of shareholders of the Company on 18.05.2016.
Regarding the subsidiaries, the salaries of the members of the Board of Directors and executives for services during the financial year 01.07.2015-30.06.2016 amounted to € 563.412 which are included in administrative expenses of the Company.
No loans have been given to members of Board of Directors or other management members of the Group (and their families) and there are neither assets nor liabilities given to members of Board of Directors or other management members of the Group and their families.
There were no changes of transactions between the Company and the related parties that could have significant consequences in the financial position and the performance of the Group and the Company for the financial year 01.07.2015-30.06.2016.
The Company has adopted the Principles of Corporate Governance, as determined by the existing Greek legislation and the international practices. Corporate Governance, as a set of rules, principles and control mechanisms, in which the company's operation and management are based on, aims at transparency to the investment community, as well as ensuring the interests of the investors and of any person involved in its operation.
The Company has adopted the Greek Corporate Governance Code (hereinafter "Code") which replaces the Corporate Governance Code of Hellenic Federation of Enterprises (SEV) for Listed Companies (March 2011). This Code is posted at the following electronic address:
The Company might proceed to amendments to the Code and Corporate Governance Principles it applies, directly informing the investors at its website http://corporate.e-jumbo.gr/.
The Company states that it fully complies with the provisions of the relevant Greek legislation, rules and regulations and internal corporate values for the development of corporate governance principles it applies and has adapted those defined by the existing institutional framework of corporate governance.
The Company does not implement some specific practices that are specifically mentioned below:
The Board of Directors has not proceeded to establishment of separate committees occupied with the nominations for election to the Board and preparing proposals to the Board regarding the remuneration of executive directors and key executives since the company's policy in relation to such fees is fixed and formed for more than a decade. (Special practices Α.1.2.a). It is to be specifically noted that the remuneration of the members the Board of Directors are pre-authorized, are granted and finalized only by decision of the Ordinary General Meeting of the shareholders.
The Board of Directors is elected by the General Assembly every two years. Before the General Assembly and before putting to the vote, the curricula vitae of the applicants are made available to the shareholders. The Board members come from different professional fields and have a high level of business, legal and economic knowledge.
The above-mentioned Company practices constitute the framework and measures adopted by the Company to minimise any additional risks that could arise from non-compliance with the Special Practice A.1.2.a of Corporate Governance Code.
• The Company's Board of Directors was composed, on 30.06.2016, of four (4) executive and three (3) non-executive members of which two (2) are independent. During the Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, the expansion of the number of the members of the Board of Directors of the Company from seven (7) to nine (9) was decided with the election and addition of two new members. Therefore, from that date the Board of Directors of the Company is composed of five (5) executive and four (4) non-executive members, of which three (3) are independent. (Special Practices A.2.2). The Board of Directors maintain a good balance between the number of independent and non- independent members and between the executive and non-executive members. The Company has assessed the size of the Board as sufficient after its expansion. The independent, non-executive members have the expertise and experience to be able to provide to the Board of Directors their independent and unbiased opinion.
• The Company has not adopted a policy of diversity, including the balance of the gender for board members (Special practice A.2.8). However the code of ethics and of business conduct of JUMBO, which is posted on the company's website http://corporate.e-jumbo.gr/ states that JUMBO's policy is to operate under fair and legal processes of the human resource management, without distinction according to age, race, gender, color, national origin, religion, health, sexual orientation, political or ideological views, or other characteristics of employees, protected by laws and regulations. Employees are required to comply with all laws and regulations and perform their work in the light of this principle of nondiscrimination. The objective of the company is the fair and equitable treatment of all employees, and their improvement and development.
The proportion of each gender and age of the members of the Board of Directors and of the management team is the following:
| Board of Directors | Number of people | % |
|---|---|---|
| Men | 7 | 78% |
| Women | 2 | 22% |
| Total | 9 | 100% |
The age range of the members of the Board of Directors is from 22 to 71 years old.
| Management Team | Number of people | % |
|---|---|---|
| Men | 4 | 27% |
| Women | 11 | 73% |
| Total | 15 | 100% |
The age range of the management team is from 35 to 58 years old.
• The Board of Directors does not appoint an independent vice-chairman from among its independent board members, but an executive member, since substantial daily assistance of vicechairman to the Chairman of the Board of Directors in the exercise of his executive duties is assessed as an issue of overriding importance. (Special practices Α.3.3. and Special practices Α.3.4a.)
• The Company has not established a Board of Directors members nomination committee, since following the Company structure and nature of operations the committee in question is not regarded as necessary for the time being. As mentioned above in relation to deviation from Special practices A1.2.a, the Company follows practices that set the adopted framework in order to minimize any additional risks that might arise from non-compliance with the Special practices A.5.4, A.5.5, A.5.6., A.5.7., A.5.8. of the Greek Corporate Governance Code.
• At the beginning of every calendar year, the Board of Directors does not adopt a calendar of meetings and a 12-month agenda, since the Company considers that Board of Directors meetings can be easily held, and that the Board of Directors meets frequently and many times in each fiscal year, when imposed by the Company needs or legislation without any programmed activities. (Special practices Α.6.1).
• There are no established induction programs for new Board members, nor continuing professional development programs available to other Board members, since the candidates nominated as Board of Directors members are persons with substantial knowledge and abilities as well as high level of organizational – managerial skills. (Special practices Α.6.5).
• There is no particular provision for supply of sufficient resources to the Board of Directors Committees to facilitate them undertake their duties and engage external professional consultants, since the resources in question are approved on case basis by the Company Management, based on effective needs of the company. (Special practices for listed companies Α.6.9).
• There is no formally established procedure regarding the evaluation of the performance of the Board and its committees or the Board of Directors chairman performance evaluation procedure led by the independent vice-chairman, if appointed, or by another non-executive board member. The procedure in question is not considered necessary since the particular need is covered based on the organizational
structure of the Company. The performance of the Board is annually assessed by the Annual General Assembly of the Shareholders, in line with the assessment of the annual financial statements of the company and its relevant reports. The assessment criteria are related to the performance and activities displayed by the Board during the current fiscal year, mainly based on the Management Report that it submitted to the General Assembly, as well as other reports provided in compliance with the effective legislation, in the context of operating results and general course of the company's operations. (Special practices Α.7.1).
• The non-executive board members do not convene periodically without the executive member in order to evaluate the latter's performance and discuss their remuneration. As mentioned above in relation to deviation from Special practices A1.2.a and Α.7.1, the Company follows practices that set the adopted framework in order to minimize any additional risks that might arise from noncompliance with the Special practices A.7.2. of the Corporate Governance Code.
• The audit committee is not provided with special resources for the services of external consultants, since the committee's composition as well as the expertise and professional knowledge of its members facilitate its sound operation. Moreover, the Company examines every case and, should such need be established, provides the necessary resources. (Special practices Β.1.9)
• There is no remuneration committee, composed entirely of non-executive board members, the majority of whom should be independent, which is responsible for defining the remuneration of the executive and non-executive Board of Directors members and therefore, there are no regulations regarding its duties, frequency of its meetings and other issues in respect of its operation. Till currently, the establishment of such a committee has not been regarded as necessary, given the structure and the nature of operations of the Company, as the abovementioned remunerations are pre- authorized, issued and finalized only with relevant decisions of the Regular General Meeting of the Company's shareholders. Remuneration of the Board of Directors members not set in the indefinite duration individual contracts, is defined by the Annual Regular General Meeting by means of a special resolution and are published together with other decisions, as prescribed by the legislation. The aforementioned remunerations are set at a reasonable level, following the necessary assessments based on the particular criteria in respect of the members' duties, performance and contribution regarding the objectives that have been established (Special practices C.1.4, C.1.6, C.1.7. C.1.8, C.1.9).
No deviations established.
The Internal Control System of the Company is a set of policies, procedures, functions, conducts and other elements that characterize the company, which are implemented by the Board, Management and the remaining workforce of the company. The Internal Control System consists of monitoring mechanisms and Internal Controls targeting at the proper operation of the Company. Its purpose is as follows:
• Effective and efficient operation of the company to respond appropriately to risks related to achieving business objectives. Protection of the assets of the company from any misuse or loss, including prevention and disclosure of potential fraud.
• Ensuring the reliability of financial information provided both inside and outside the company.
• Compliance with applicable laws and regulations, including internal corporate policies.
The Company's objective is constant development, improvement and upgrading of the Internal Control System since the environment, in which the company operates, is constantly changing.
The control environment consists of organizational structure, delegation of powers and responsibilities to the Board, integrity, ethical values and Conduct Management, and Policies and procedures for human resources.
In charge of monitoring compliance with the Internal Audit System are: the Audit Committee and Internal Audit Service. The Audit Committee of the Company has been established following a Board decision, which was approved by the General Meeting on 3.11.2011, and operates under Law 3016/2002 on Corporate Governance and Law 3693/2008 on Harmonization of Greek legislation with Directive 2006/43/EC the provisions of the code and its regulation code. The main objective of the Audit Committee is to assist the Board in overseeing the quality, adequacy and effectiveness of internal control and risk management and quality work performance of the company, reviewing and monitoring the issues related to existence and maintenance of objectivity and independence of statutory auditor or audit firm, monitoring the progress of statutory audit of separate and consolidated financial statements, monitoring of financial reporting and any other significant issue at the discretion of the members. Main duties and responsibilities of the Audit Committee are set in the internal regulations, posted on the company's website http://corporate.e-jumbo.gr
The Internal Audit Service operates in the way prescribed by Law 3016/2002 on corporate governance. It is accountable to the Managing Director.
The internal audit department operates as an independent and objective advisory service. Its responsibilities include evaluating and improving risk management and internal control systems, as well as verifying compliance with the established policies and procedures as defined by the Company Internal Regulations, the applicable laws and legal provisions.
With regard to transactions between related parties the internal audit department controls, that before the transaction of any amount, the Board has received all the necessary information and that the necessary recommendations and approvals have been given from the concerned departments.
Regarding the issuance of Financial Statements, the Company has invested in the purchase of advanced computer systems, that develops and maintains based on the company needs. Through a series of safeguards, the systems ensure the fair representation of the financial results for the preparation of financial statements (consolidated and separate and financial reports cross-checks are performed and controls are implemented in order to eliminate data concerning intra-group transactions, receivables, liabilities, etc.). Consolidated journal entries are performed and published to the financial statements and information tables contained in the Financial Report.
Financial statements are prepared and published on a quarterly basis (separate and consolidated) in accordance with International Financial Reporting Standards as adopted by the European Union and in accordance with applicable laws and regulations. All financial statements are approved by the Board of Directors prior to their publication.
The Company's Management is daily informed on the progress of sales, costs / expenses and other details that define and redefine the strategy and the objectives of the Company, as they have been planned and budgeted accordingly with comparable figures for the previous year and period.
The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group's risk management policy aims at limiting the negative impact on the company's financial results which results from the inability to predict financial markets and the variation in cost and revenue variables.
Risk management policy is executed by the Management of the Group which evaluates the risks related to the Group's activities, plans the methodology and selects suitable derivative products for risk reduction. Analytical reference is made in section E "Financial Risk Management" of the present annual report.
4) Information under (c), (d), (f), (i) and (k) paragraph 1 of Article 10 of Directive 2004/25/EC as at 21 April 2004 regarding takeover bids as long as the company is subject to the above directive.
No takeover bids or public offering were effective within the year.
Based on articles 26, paragraph 2b and 28 A of the C.L 2190/20, as amended and supplemented, respectively, by Articles 3 and 6 of Law 3884/2010 and currently effective, the Board ensures that the preparation and conduct of the General Meeting of shareholders facilitate the effective exercise of shareholder rights that shall be timely and fully informed on all matters relating to their participation in the General Meeting, including the agenda and their rights during the General Meeting. The Board uses the Annual General Meeting of shareholders to facilitate the effective and open dialogue within the company.
Taking into consideration all legal requirements of Law 3884/2010, the company ensures that the invitation to the General Meeting of shareholders and relevant information are effectively communicated to the shareholders in Greek and English at least 20 days before the meeting, via the company's website. This information includes:
• the date, time and location of the General Meeting,
• key attendance rules and practice, including the right to put items on the agenda, the right to ask questions, and deadlines by which those rights may be exercised;
and
• the total number of outstanding shares and voting rights at the date of the invitation.
At the least, the Chairman of the Company's Board of Directors, the Vice-chairman and the Chief Executive Officer attend the General Meeting of shareholders and are available to answer shareholders' questions relevant to their responsibilities. The Chairman of the General Meeting of shareholders allows sufficient time to deal with shareholders' questions.
The results of voting on each resolution, is available on the Company's website at the latest within five (5) days after the General Meeting of shareholders. For each decision, the number of shares for every valid vote is mentioned , the ratio of the share capital represented by those votes, the total number of valid votes and the number of votes for and against every resolution as well as the number of abstentions.
a. The General Meeting of Shareholders is the supreme body of the company and has the right to decide on everything involving the Company. The decisions of the General Meeting are also binding for the shareholders who are absent or disagree.
b. The General Meeting has exclusive authority to decide on:
Amendments to the Articles of Association, also including decrease or increase in the share capital, apart from the provisions of Article 5 as described below.
Election of Board of Directors members.
Approval of annual financial statements of the Company.
Distribution of annual profits.
Issue of bond loans and convertible bond loans.
Mergers, division, modification, revival, extension of its term of duration or liquidation of the Company.
Appointment of liquidators, and
Appointment of auditors.
c) The following cases are not subject to provisions of the previous paragraph: a) Increases decided under paragraphs 1 and 14 of Article 13 of Law 2190/20 by the Board, and increases imposed by the provisions of other laws, b) amendment of the Articles of Associations by the board of Directors in accordance with paragraph 5 of Article 11, paragraph 2 of Article 13a and 13 of Article 13 and paragraph 4 of article 17b of Law 2190/20, c) appointment under the Articles of Association of the first Board of Directors, d) election under the Articles of Associations, in accordance with paragraph 7 of Article 18 of Law 2190/20, of directors in replacement of those resigned, deceased or losing their status in any other way, e) absorption under in Article 78 of Law 2190/20 of a limited liability company by another company that holds 100% of its shares and f) possibility of distribution of profit or additional reserves in the current financial year by decision of the Board, if such authorization has been given by the Annual General Meeting.
Shareholders who are registered in the records of the organization keeping the company securities participate in and vote at the Company's General Meeting. The exercise of these rights does not require binding of shares of the beneficiary or following a similar procedure. A shareholder participates in the General Meeting and votes either in person or through representative (proxy).
The rights of the Company shareholders, arising from their shares are proportional to the percentage of capital, which represents the paid-in share value. Each share confers the rights under the Law 2190/1920 as amended and effective as well as under the Company Articles of Association.
The Board of Directors is the supreme governing body of the Company, which administers the company's management of its assets and essentially forms its strategic and development policy.
The Board of Directors makes decisions on the management of corporate affairs and management of the assets and supervises all the company operations and particularly the activities of the members and executives of the company assigned with the relevant executive responsibilities by the Board itself.
The Board of Directors makes decisions on matters relating to any remunerations paid to the managers of the company, internal auditors as well as the general policy of the company's remuneration decided upon by the Board of Directors collectively except for those that are decided by the Annual General Meeting of Shareholders.
According to paragraph 4, Article 2 of Law 3016/2002, the Board prepares an annual report including a detailed report on the company's transactions with affiliated companies within the meaning of Article 42 e par. 5 of the Law 2190/1920. The report is disclosed to the Hellenic Capital Market Committee.
The Board meets at least once a month.
The functions and responsibilities of the Board are described in detail in the effective Articles of Association, which include the following chapters:
• Convening and Composition of the Board of Directors (Article 11 of Articles of Association as has been published at the Company's website)
• Responsibilities and duties of the members of the Board of Directors (Article 11 of Articles of Association)
• Company representation by the Board of Directors (Articles 13 and 17)
• Resignation, retirement and replacement of the Board of Directors members (Article 12 and 13 of Articles of Association)
as well as in the Company's Internal Regulations. The Board of Directors is supported by a Corporate Secretary who is appointed and removed by the Board of Directors of the company.
The present Board of Directors of the Company and its independent members were elected at the regular Annual General Meeting held on November 11th, 2015 and its term of service was defined as that of two years finishing at 11.11.2017, which will be postponed until the meeting of the Annual General Meeting of shareholders. It should be noted that Ms Sofia Vakaki was elected by the Board of Directors on 15.01.2016 following the resignation due to retirement of Ms Vernadaki Kalliopi. Her election was approved by the Extraordinary General Meeting of shareholders of the Company on 18.05.2016. The classification of independence of the candidates was taken place by the Board of Directors before the election by the General Assembly of Shareholders.
The composition of the Board of Directors of Jumbo S.A. is as follows:
Α. Four (4) Executive members:
The brief biographies of the Board of Directors members are as follows:
Mr. Vakakis is in charge of the company strategic development. He is a second-generation entrepreneur with extensive experience in the field. He studied business administration and financial management at the University of Warwick (United Kingdom).
Graduated from the Law School of the University of Athens he is a member of the Athens lawyer Association, with thirty years of experience in the field of commercial law, in particular in the field of business and all types of affairs issues, related to the daily operation of these (corporate law, securities law, banking, real estate, leases, contracts of any kind, labor, administrative and market regulation issues). Since 1995 he has been the legal adviser of the Company and its Vice Chairman.
Mr. Papaevangelou has extensive experience in the industry and has been a member of the Board of Directors of Jumbo since 1995. He holds a degree in Business Administration of the University of Piraeus. Mr. Papaevangelou has been the president of the Hellenic Toys Manufacturers and Traders Association
since 1992. Since 2006, he has been a Member of the Board of Directors of Commercial and Industrial Chamber of Athens. Since 2006, he has been a Member of the Board of Directors of Retail Business Association of Greece.
Ms Vakaki is a graduate of Accounting and Finance of the University of San Diego and M.S. in Studies of Hospitality Industry at the University of New York. She was employed with Grant Thornton International LTD and since 2012 she has been working with Jumbo at the department of e-commerce and as a Head of merchandising of the Company being responsible for all branches of the parent and subsidiary companies in Greece, Bulgaria, Romania and Cyprus.
Mrs. Kavoura is a graduate of the Law School of the University of Athens. She is a lawyer in the Athens Lawyers Association and with a 30-year experience specializes in Commercial Law, business legislation and special cases arising from companies' operations.
Mr. Katsaros is a graduate of the Department of Economics of the Law School of the University of Athens. He also holds Master degree in Industrial Economics from the University of Sussex (United Kingdom) and an MBA from INSEAD (France). His professional career is associated with the banking sector in Greece and abroad. Since 2003, he has been employed as a Management Consultant at EFG Eurobank Ergasias. He is independent –non executive member of the listed company "Sidma S.A."
Nikolaos Velissarios is a graduate of Athens College (1988) and holds BSc and MBA degrees from the University of Manchester. Since 1996, he was employed at Telesis Securities and later, till 2009, at Eurobank EFG Securities, where he was Senior Director and Private Clients Director. Since 2009, he has been co-founder of VAL Advisors Securities, the company rendering real estate management consulting services.
Within the current financial year July 2015-June 2016, the Board of Directors of the Company held 49 meetings.
| Member | Meetings attended |
|---|---|
| Apostolos- Evangelos Vakakis | 21 |
| Ioannis Economou | 49 |
| Evangelos Papaevangelou | 49 |
| Paraskevi Kavoura | 49 |
| Georgios Katsaros | 35 |
| Nikolaos Velissarios | 48 |
| Kalliopi Vernadaki | 18 (for Meetings until 15 January 2016) |
| Sofia Vakaki | 30 (for Meetings after 15 January 2016) |
The table below presents the members of the Board of Directors as well as each member's participation in the meetings:
It should be noted that at the Extraordinary General Meeting of the shareholders of the company, which took place on 27.07.2016, the expansion of the Board of Directors from seven (7) to nine (9) members, through the election and addition of two new members was decided.
Mr. Georgios Vakakis is a graduate in development of websites and interactive media of the
International University of Miami. During the course of his studies he collaborated with companies in the USA to develop various websites. He has been employed with the company at first at the logistic center and later in the e-commerce department.
Mr. Adamantios Stamatakis is Lieutenant General, Retired, and honorary Deputy Chief of the Hellenic Police with 38 years of service, during which he served in various important positions of Hellenic Police. He has significant experience with economic police and electronic crime.
The functioning of the Board of Directors is supported by the Audit Committee.
The Audit Committee is appointed by the General Meeting of shareholders (Article 37, Law 3693/2008). Until 30.06.2016 it consisted of three non-executive members, two of whom are independent, in compliance with the requirements of Corporate Governance Code. The members of the Audit Committee are Mrs. Paraskevi Kavoura, Mr. Georgios Katsaros and Mr. Nikolaos Velissarios.
The Executive members of the Board of Directors are in charge of implementation of the Board of Directors decisions and ongoing monitoring of the Company operations. The Non-Executive members of the Board of Directors are in charge of promoting the total of the Company operations.
The Audit Committee is composed of non-executive members of the board and its main responsibilities are as follows: a) monitoring the financial reporting process, b) monitoring the effective operation of internal control and risk management system and monitoring the proper operation of the internal audit department of the company, c) monitoring the progress of the statutory audit of separate and consolidated financial statements, and d) review and monitoring of issues relating to the existence and maintenance of objectivity and independence of statutory auditors or audit firms, particularly relating to other services provided by auditors and audit firms.
The Audit Committee responsibilities include ensuring compliance with the rules of Corporate Governance, as well as ensuring the smooth operation of internal control system and supervision of the work of this department.
Within the closing year, the Audit Committee held four meetings.
The table below presents the members of the Audit Committee as well as each member participation in the meetings:
| Member | Meetings attended |
|---|---|
| Paraskevi Kavoura | Attended all the meetings. |
| Georgios Katsaros | Attended all the meetings. |
| Nikolaos Velissarios | Attended all the meetings. |
Within the closing year, the Audit Committee dealt with the following issues: a) Review of the reports and supervision of the activities of the Internal Control Department b) Review of the major matters regarding the audit of financial statements 30.6.2015 and also interim financial statements for the fiscal year , c) the obligations of the Management and Auditors, d) the risks that arise from the environment in which the company operates and f) the meaning of materiality for the financial statements used by the auditor for the audit of the financial statements.
It is to be noted that the Extraordinary General Meeting of the shareholders of the company, held on July 27, 2016, approved the expansion of the number of members of the Board of Directors of the company from seven (7) to nine (9) with the election and addition of two new members, M.r Vakakis Georgios as an Executive Member and Mr. Stamatakis Adamantios as Independent non-Executive Member. Mr. Stamatakis Adamantios is a new member of the Audit Committee.
The share capital of the Company as at 30.06.2016 amounted to € 119.732.587,92, divided into 136.059.759 common nominal shares with the nominal value of eighty eight cents (0,88) each.
The share capital of the Company as at 30.06.2015 amounted to € 161.911.113,21, divided into 136.059.759 common nominal shares with the nominal value of one Euro and nineteen cents (1,19) each. This change occurred due to the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.", which was approved by the prot. No. 58238/02.06.2016 decision of the Hellenic Ministry of Economy, Development and Tourism and was filed at the "General Electronic Commercial Registry (G.E.MI.)" on the same day with the Number 640856. The Managing Committee of Stock Market Purchases of the Hellenic Exchange on its meeting held on 30.06.2016 approved the introduction and the trading of the 36.354.088 new ordinary shares with voting rights that came as a result of the Merger and was informed about the change of the nominal value of the Company from EUR 1.19 to EUR 0.88. The trading of the aforementioned new ordinary shares with voting rights of the Company, of nominal value of EUR 0.88, began on 04.07.2016.
The Company's shares are trading on the Athens Exchange.
The Company shareholders' voting rights that arise from its share are in proportion to the capital percentage to which the paid share value pertains. All shares have equal rights and obligations and every share includes all the rights and obligations prescribed by the Law and the Company's Articles of Association. In particular:
• The right to participate and vote at the General Assembly of the Company.
• The right over dividends from the annual or under liquidation profit of the company amounting to at least 35% of net profit following the withdrawal of statutory reserve is distributed as first dividend, while the distribution of additional dividends is decided by the General Assembly. Dividends are entitled to every shareholder that is registered in the Shareholders Registry held by the Company as at the date of dividends approval. The way, the time and the place of the payment are announced through Press as stated by the Law 3556/2007 and the relevant decisions of the Hellenic Capital Market Committee and Athens Stock Exchange. The shareholders righto receive payment is established and the corresponding amount is paid to the State after the expiry of five (5) years from the end of the year within which the distribution was approved by the General Assembly.
• The right to receive contribution under liquidation or correspondingly amortization of capital that pertains to the share should it be decided by the General Assembly.
• The preference option on every share capital increase of the Company in cash and acquisition of new shares.
• The right to receive a copy of financial statements and the auditor's report and the report of the Board of Directors of the Company.
• The right to participate at the General Assembly of the Company is specialized in the following individual rights: legalization, presence, attendance in the discussions, submission of proposals on issues of daily provision, registration of opinions in the minutes and voting.
• The General Assembly of the Company Shareholders maintains all its rights under the liquidation (in compliance with par. 4 of Art. 38 of its Articles of Association).
The responsibility of the shareholders of the company is limited to the nominal value of the shares held by them.
Transfer of Company shares is performed in compliance with Law and no transfer limitation are recorded in its Articles of Association.
There wasn't any change during the current year.
The shareholders (individuals or legal entities) that as at 30.06.2016 hold direct or indirect participations higher than 5% of the total number of shares are presented in the table below.
| NAME | PERCENTAGE 30/06/2016 |
|---|---|
| TANOSIRIAN S.A. | 26,72% |
| FIDELITY LOW-PRICED STOCK FUND | 8,00% |
Under the Prot. No. 58238/02.06.2016 decision of the Hellenic Ministry of Economy, Development and Tourism, which was filed at the "General Electronic Commercial Registry (G.E.MI.)" on the same day with the Number 640856 was approved the merger by absorption (therefore the "Merger") of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." (therefore the Absorbed company), while the nominal value of the shares of the Company decreased from EUR 1.19 to EUR 0.88 according to the decisions of a) the Extraordinary General Meeting of the shareholders of "Jumbo S.A." on 18.05.2016 and b) the Extraordinary General Meeting of the shareholders of "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." on 18.05.2016. The share exchange ratio between the Merging Companies was set as follows:
It is noted that on 04.07.2016 began the trading of the 36.354.088 new ordinary shares with voting rights, of par value of EUR 0,88 that came as a result of the Merger. The company "TANOCERIAN MARITIME S.A." disclosed that on 04.07.2016 it acquired 36.352.066 shares and voting rights i.e. 26,72% of its share capital on the basis of the approved exchange rate as a shareholder of 99,99% of the merged by absorption company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.", which ceased to exist.
• On 26.08.2015, "Capital Group Companies, Inc («CGC»)", announced by letter that the indirect participation in "Jumbo SA", has decreased below the 5% limit as of August 25, 2015. According to the above mentioned announcement, on August 25, 2015, "Capital Group Companies, Inc («CGC»)" was indirectly the owner of 6.801.892 voting rights of "JUMBO SA" or 4,9992% of the shareholders equity from 6.906.592 voting rights or 5,0761% of the shareholders equity.
• On 10.02.2016, "Capital Group Companies, Inc («CGC»)", announced that the indirect participation in "Jumbo SA", has increased above the 5% limit as of February 9, 2016. According to the above mentioned announcement, on Februry 9, 2016, "Capital Group Companies, Inc («CGC»)" was indirectly the owner of 6.875.964 voting rights of "JUMBO SA" or 5,0514% of the shareholders equity from 6.647.964 voting rights or 4,8861% of the shareholders equity.
Capital Group Companies, Inc. ("CGC") is the parent company of Capital Research and Management Company ("CRMC"). CRMC is a U.S.-based investment management company that manages the American Mutual Funds. CGC is also the parent company of Capital Group International, Inc., which in turn is the parent company of five investment management companies: Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. According to the notification, neither CGC nor any of its affiliates own shares of Jumbo S.A. for its own account. Rather, the shares reported on this notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.
There are no Company shares that provide their holders with special control rights.
There wasn't any change during the current year.
The Company's Articles of Association does not include limitations on its shares voting rights.
There wasn't any change during the current year.
The Company is not aware of the existence of agreements among the shareholders that include limitations on share transfer or exercise of voting rights arising from its shares.
There wasn't any change during the current year.
The regulations foreseen in the Company's Articles of Association concerning appointing and replacing Board of Directors members and amendment of its regulations are not amended in compliance with the requirements of Law 2190/1920, as applies after the L. 3604/2007.
1) In compliance with the requirements of Art. 13 par 1 line b' of Law 2190/1920 and in combination with the requirements of Art. 5 Β' of the Company's Articles of Association, the Board of Directors of the Company has the right, following the corresponding decision of the General Assembly in compliance with the requirements of Art. 7b of Law 2190/1920, to increase share capital of the Company through issue of new shares following the decision made by the majority of at least two third (2/3) of its total members. In such an event, and in compliance with Art. 5 of the Company's Articles of Association, the share capital can be increased up to the amount of the capital that is paid as at the date on which the Board of Directors was given the corresponding authority by the General Assembly. The authority of the Board of Directors can be renewed by the General Assembly for period of time that doesn't exceed five years for each renewal.
No such decision has been made by the General Assembly of the shareholders.
2) In compliance with the requirements of Art. 13 par. 9 of Law Κ.Ν. 2190/1920, following a decision made by the General Assembly, it can introduce a share distribution plan to the members of the Board of Directors and its employees in the form of options under the particular terms of the aforementioned decision. The decision of the General Assembly defines the highest number of shares that can be issued that based on the provisions of the Law cannot exceed 1/10 of existing shares in case the legal holders exercise the option, the price and terms of distribution of shares to the legal holders.
No such decision has been made by the General Assembly of the shareholders.
3) In compliance with the requirements of par. 5 to 13 of Art. 16 of Law 2190/1920, the companies listed on ASE can, following the decision of the General Assembly of their shareholders acquire treasury shares through ASE up to the percentage of 10% of their total shares with the purpose of maintaining their ASE price and under special terms and requirements of the aforementioned paragraphs of Art. 16 of Law 2190/1920.
The Company's General Meeting which was held at 3.11.2011 approved the acquisition of the Company's own shares pursuant to the provisions of Article 16 of Codified Law 2190/1920. In particular, the Company shall be entitled within 24 months from the date set by the company's Board of Directors to acquire up to 5% of the company's existing share capital. The lowest price of purchase is €2 and the maximum price of purchase €6,50 each. The Company intends to comply with and all conditions referred
to in Commission Regulation (EC) No 2273/2003. Finally, the General Meeting of the shareholders provided the Board of Directors with the special order, authorization and right to decide upon the plan's commencement, to monitor the relevant procedure, to look on the compliance with all mandatory formalities, communications and publications and to take any other further decision which is required for the implementation or modification or even definitive cancellation of the implementation of this decision, depending on the prevailing financial conditions, the investment opportunities and the Company's funds, which are each time available.
There are no agreements that are effective, are amended or expire in case of the Company's change of control through public offer, except from the rights stated below i.e.:
According to the terms of the Common Bond Loan, conducted on 21.5.2014, of € 145.000.000, there is the right of termination of the General Assembly of the bond-holders "if Mr. Apostolos- Evangelos Vakakis cease exercising the effective management and control of the Issuer particular if he no longer has and exercise the right to elect or appoint the majority of the Board of Directors of the Issuer at the General Meeting of Shareholders of the Issuer ".
Also, through an Annex to a non-cancellable lease contract for rent of real estate which originally ends on 28 May 2023 and extended until 28 May 2035 it is stated that the by 100% subsidiary Bulgarian Jumbo EC. B will be obliged to purchase the rented store and the property over which the store is constructed for a total price of € 13.500.000,00 without VAT, in case that during the rental term Mr. Apostolos Vakakis ceases to be an executive member of the Board of Directors of Jumbo SA.
Moreover, by 100% subsidiary of Jumbo Trading Limited, Cyprus is a co-debtor and is jointly liable with the Company for all the obligations, arising from the rental contract and all annexes to it.
There are no agreements of the Company with the members of the Board of Directors or with its employees that might foresee payment of compensation in particular in case of retirement or unreasonable dismissal or termination of service or their employment for reasons of public offer.
There was not any change during the current year.
The provisions made for compensation due to termination of service of members of the Board of Directors in compliance with the requirements of Law 3371/2005, came as at 30.06.2016 to the amount of 262.529 Euro.
Οn 04.07.2016 began the trading of the 36.354.088 new ordinary shares with voting rights, of par value of EUR 0,88 that came as a result of the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.".
The Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, approved the distribution of an extraordinary dividend of € 0,27 per share before withheld tax, which formed part of the extraordinary reserves from taxed and undistributed profits for the year 1.7.2011 to 30.06.2012. This extraordinary dividend, after withheld tax, if necessary, amounts to 0,2430 euros per share and payments to shareholders began on 04.08.2016.
During the Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, the expansion of the number of the members of the Board of Directors of the Company from seven (7) to nine (9) was decided with the election and addition of two new members: Mr Georgios Vakakis as an Executive Member and Mr. Adamantios Stamatakis as Independent non-Executive Member.
There are no other subsequent events to the statement of financial position that affect the Group or the Company, for which disclosure due to IFRS is required.
Annual Report for the financial year 2015/2016
The current Annual Report of Board of Directors for the financial year 01.07.2015 – 30.06.2016 has been published on website at www.e-jumbo.gr (http://corporate.e-jumbo.gr/).
Moschato, 7 October 2016
With the authorization of the Board of Directors
Apostolos- Evangelos Vakakis
President of the Board of Directors
The attached Financial Statements are those approved by the Board of Directors of "JUMBO S.A." at 25.09.2015 and have been published to the electronic address www.e-jumbo.gr (http://corporate.ejumbo.gr/) as well as to the ATHEX site where they will remain at the disposal of the investment public for a period of 5 years at least from the date of their editing and publishing.
It is noted that summarized financial information published to the electronic address of the ATHEX and the company is intended to give the reader a general view but it does not provide a complete picture of the financial position, cash flows and the results of the Group and the Company in compliance with International Financial Reporting Standards.
FOR THE FISCAL YEAR ENDED ON 30 JUNE 2016 AND 2015
(All amounts are expressed in euros except from shares)
| 01/07/2015- 01/07/2014- 01/07/2015- 01/07/2014- Notes 30/06/2016 30/06/2015 30/06/2016 30/06/2015 637.557.328 582.548.135 550.508.516 Turnover 5.1 (299.627.183) (272.843.104) (298.174.705) Cost of sales 5.2 337.930.145 309.705.031 252.333.811 Gross profit 4.285.380 3.995.070 3.335.745 2.819.522 Other income 5.4 (152.676.116) (146.444.202) (118.735.683) (117.580.759) Distribution costs 5.3 (22.143.733) (22.883.654) (16.994.097) (18.028.074) Administrative expenses 5.3 (6.398.657) (6.435.592) (4.929.807) Other expenses 5.4 Profit before tax, interest and investment results 160.997.019 137.936.653 115.009.969 Finance costs 5.5 (6.459.516) (7.378.565) (6.315.869) Finance income 5.5 8.348.835 9.047.370 6.173.166 Other financial results 5.5 2.245.300 (2.655.040) 2.245.300 4.134.619 (986.235) 2.102.597 Profit before taxes 165.131.638 136.950.418 117.112.566 Income tax 5.6 (43.867.977) (32.113.054) (34.655.524) Profits after income tax 121.263.661 104.837.364 82.457.042 Attributable to: Shareholders of the parent company 121.263.661 104.837.364 82.457.042 Non-controlling Interests - - - Basic earnings per share (€/share) 5.7 0,8913 0,7705 0,6060 Earnings before interest, tax investment results depreciation and amortization 183.707.664 159.262.340 130.065.028 Earnings before interest, tax and investment results 160.997.019 137.936.653 115.009.969 105.049.293 Profit before tax 165.131.638 136.950.418 117.112.566 101.717.465 |
THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 518.969.929 | |||||
| (276.959.890) | |||||
| 242.010.038 | |||||
| (4.171.434) | |||||
| 105.049.293 | |||||
| (7.261.292) | |||||
| 6.584.504 | |||||
| (2.655.040) | |||||
| (3.331.828) | |||||
| 101.717.465 | |||||
| (27.054.062) | |||||
| 74.663.403 | |||||
| 74.663.403 - |
|||||
| 0,5488 | |||||
| 120.018.853 | |||||
| Profit after tax 121.263.661 104.837.364 82.457.042 |
74.663.403 |
FOR THE FISCAL YEAR ENDED ON 30 JUNE 2016 AND 2015
(All amounts are expressed in euros except from shares)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 01/07/2015- 30/06/2016 |
01/07/2014- 30/06/2015 |
01/07/2015- 30/06/2016 |
01/07/2014- 30/06/2015 |
||
| Net profit (loss) for the year | 121.263.661 | 104.837.364 | 82.457.042 | 74.663.403 | |
| Items will not be classified subsequently in the income statement: |
|||||
| Actuarial Gains / (Losses) | (1.419.003) | (682.650) | (1.428.545) | (679.652) | |
| Deferred taxes to the actuarial gains / (losses) |
413.324 | 177.010 | 414.278 | 176.710 | |
| Deferred tax actuarial gains / (losses) due to tax rate increase |
34.561 | - | 34.561 | - | |
| (971.118) | (505.640) | (979.706) | (502.942) | ||
| Items that it is possible to be classified subsequently in the income statement: |
|||||
| Gain / (Losses)on measurement of financial assets available for sale |
(2.501.206) | (2.394.774) | - | - | |
| Exchange differences on translation of foreign operations |
(950.782) | (257.247) | - | - | |
| (3.451.988) | (2.652.021) | - | - | ||
| Other comprehensive income for the year after tax |
(4.423.106) | (3.157.660) | (979.706) | (502.942) | |
| Total comprehensive income for the year | 116.840.555 | 101.679.704 | 81.477.335 | 74.160.461 | |
| Total comprehensive income for the year attributed to : |
|||||
| Owners of the company | 116.840.555 | 101.679.704 | 81.477.335 | 74.160.461 | |
| Non-controlling Interests | - | - | - | - |
(All amounts are expressed in euros unless otherwise stated)
| THE GROUP | THE COMPANY | |||||
|---|---|---|---|---|---|---|
| Notes | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | ||
| Non-current Assets | ||||||
| Property, plant and equipment Investment property |
5.8 5.9 |
498.767.593 5.735.551 |
497.881.150 6.118.721 |
291.507.053 5.735.551 |
289.382.423 6.118.721 |
|
| Investments in subsidiaries | 5.10 | - | - | 207.087.029 | 187.087.027 | |
| Financial assets available for | 5.11.1 | |||||
| sale | 7.876.142 | 10.377.348 | - | - | ||
| Other long term receivables | 5.12 | 17.139.164 | 17.759.078 | 7.425.092 | 7.490.272 | |
| Long term restricted bank deposits |
5.17 | 965.020 | 952.903 | - | - | |
| 530.483.470 | 533.089.200 | 511.754.725 | 490.078.443 | |||
| Current Assets | ||||||
| Inventories | 5.13 | 196.780.190 | 197.792.010 | 172.023.416 | 172.697.801 | |
| Trade debtors and other trade | 5.14 | |||||
| receivables | 32.573.115 | 15.546.511 | 33.303.033 | 41.746.395 | ||
| Other receivables | 5.15 | 44.453.856 | 33.250.940 | 43.770.634 | 28.231.165 | |
| Trading securities- Derivatives | 5.11.2 | 8.156.420 | 5.911.120 | 8.156.420 | 5.911.120 | |
| Other current assets Cash and cash equivalents |
5.16 5.18 |
2.231.628 394.732.686 |
5.819.069 298.918.408 |
657.932 213.433.355 |
4.922.230 169.893.073 |
|
| 678.927.895 | 557.238.058 | 471.344.791 | 423.401.784 | |||
| Total assets | 1.209.411.365 | 1.090.327.258 | 983.099.516 | 913.480.227 | ||
| Equity attributable to the shareholders of the parent entity Share capital Share premium reserve Translation reserve Other reserves Retained earnings |
5.19.1 5.19.2 5.19.2 |
119.732.588 49.995.207 (1.843.657) 436.804.707 310.901.782 915.590.627 |
161.911.113 7.702.078 (892.875) 361.636.240 266.851.991 797.208.547 |
119.732.588 49.995.207 - 437.804.606 108.902.190 716.434.591 |
161.911.113 7.702.078 - 360.764.882 103.037.659 633.415.732 |
|
| Non-controlling Interests Total equity |
- 915.590.627 |
- 797.208.547 |
- 716.434.591 |
- 633.415.732 |
||
| Non-current liabilities | ||||||
| Liabilities for pension plans | 5.20 | 7.448.903 | 5.775.652 | 7.420.844 | 5.745.038 | |
| Long term loan liabilities Other long term liabilities |
5.21/5.22 5.24 |
144.189.979 5.814.360 |
143.916.512 12.950.464 |
144.189.979 29.272 |
143.916.512 28.472 |
|
| Deferred tax liabilities | 5.25 | 7.808.046 | 6.994.412 | 7.711.532 | 6.950.916 | |
| Total non-current liabilities | 165.261.288 | 169.637.040 | 159.351.627 | 156.640.938 | ||
| Current liabilities | ||||||
| Provisions | 5.26 | 235.540 | 234.431 | 216.937 | 216.937 | |
| Trade and other payables | 5.27 | 39.060.184 | 51.406.028 | 37.918.855 | 51.640.474 | |
| Current tax liabilities | 5.28 | 51.423.792 | 40.010.796 | 41.571.716 | 33.856.631 | |
| Short-term loan liabilities | 5.23 | 180.164 | 2.877.527 | - | 2.669.667 | |
| Other current liabilities | 5.29 | 37.659.770 | 28.952.889 | 27.605.790 | 35.039.848 | |
| Total current liabilities | 128.559.450 | 123.481.671 | 107.313.298 | 123.423.557 | ||
| Total liabilities | 293.820.738 | 293.118.711 | 266.664.925 | 280.064.495 | ||
| Total equity and liabilities | 1.209.411.365 | 1.090.327.258 | 983.099.516 | 913.480.227 |
(All amounts are expressed in euros except from shares)
| S ha re ion ir V fre ina ine Tra lat S tat uto Fa lue Ta Ext rd O the Re ta d ns ry a x- e rao ry r S ha Ca ita l Pre ium To ta l Eq ity re p m u ing Re Re Re se rve se rve se rve res erv es res erv es res erv es ea rn s Re se rve Ba lan t 1 st J ly 20 15 ce s a s a u , 16 91 13 0 2. 07 8 ( 8 9 2. 87 ) 3 6.1 10 8 0 3 8 6.1 95 97 9 44 3 23 9 9 6. 48 9 ( 85 9 2 ) 26 6. 85 9 91 97 20 8.5 47 1. 1.1 7.7 5 5 1.7 5.1 1. 7 rd ing to th e I FRS ac co C ha in Eq ity ng es u ita inc S ha l thr h re ca p rea se ou g 4. 0 3 9 ( 4. 44 3 ) ( 40 4 ) ita iza ion f o l t the ca p o r re se rve s fro Im t the thr h pa c m m erg er ou g ( 42 .1 8 2.5 65 ) 42 46 2.1 6 3 1. 46 8. 35 6 ( 3 6. 9 9 2 ) 1.7 10 9 6 2 ion f Ta ir ian bso t SA a rp o no s fer d De tax re ex pe nse s ing th ha ita l co nc ern e s re ca p 6 6. 87 6 6 6. 87 6 inc du inc f ta to rea se e rea se o x te ra S ta tu tor 4. 3 8 4. 9 0 8 ( 4. 3 8 4. 9 0 8 ) Re y se rve - Ext rd ina 2.7 91 97 ( 2.7 91 97 ) Re 7 1 7 1 rao ry se rve s - O the ( 23 5. 9 0 9 ) ( 23 5. 9 0 9 ) r Tra t ion ith ( 42 .17 8.5 25 ) 42 29 3.1 29 5. 85 3. 26 4 7 2.7 87 .5 28 ( 77 21 3. 87 1 ) 1.5 41 .5 24 nsa c s w ow ne rs - - - - Ne t p f it for th r 0 1/ 07 / 20 15 ro e y ea - 12 1. 26 3. 6 61 12 1. 26 3. 6 61 3 0 / 0 6 / 20 16 O the he ive inc r c om pre ns om e tua ia l g ins / ( los ) Ac r a ses on ( ) ( ) 1. 41 9. 0 0 3 1. 41 9. 0 0 3 de f ine d be f it p ion lan ne en s p s De fer d tax tua ia l g ins / re ac r a 41 3. 3 24 41 3. 3 24 ( los ) ses De fer d tax tua ia l g ins / re ac r a 3 4.5 61 3 4.5 61 ( ) inc los du to tax te ses e ra rea se i f fer Exc ha d ng e en ce s o n ( 95 0.7 8 2 ) ( 95 0.7 8 2 ) ion f for ig ion tra t t nsa c o e n o pe ra s f it / ( ) fro Pro Lo the ss m f f ina ia l a ( 2.5 01 20 6 ) ( 2.5 01 20 6 ) nt ts me as ure me o nc sse ila b le for le av a sa O the he ive inc ( 95 0.7 8 2 ) ( 2.5 01 20 6 ) ( 97 18 ) ( 4. 42 3.1 0 6 ) 1.1 r c om pre ns om e ta l c he ive inc for To om pre ns om e ( 95 0.7 8 2 ) ( 2.5 01 20 6 ) ( 97 1.1 18 ) 12 1. 26 3. 6 61 11 6. 8 40 .55 5 - - - - - the ye ar lan at 3 0th 2 01 6 Ba Ju ce as ne 11 9.7 3 2.5 8 8 49 9 95 20 7 ( 1. 8 43 65 7 ) 41 9 6 4. 0 6 8 ( 1. 91 5. 01 1 ) 1.7 97 9 44 3 9 6.7 8 4. 01 7 ( 1. 8 26 31 0 ) 31 0. 9 01 .7 81 91 5.5 9 0. 6 27 rd ing to RS IF ac co |
TH E G |
RO UP |
||||
|---|---|---|---|---|---|---|
Annual Report for the financial year 2015/2016
The accompanying notes constitute an integral part of the financial statements.
(All amounts are expressed in euros except from shares)
| S ha re S ha Tra lat ion S tat uto Fa ir V lue Ta fre Ext rd ina O the Re ta ine d re ns ry a x- e rao ry r ium l Eq ity Pre To ta m u Ca ita l Re Re Re ing p se rve se rve se rve res erv es res erv es res erv es ea rn s Re se rve lan ly 20 14 Ba t 1 st J ce s a s a u , 16 1. 91 1.1 13 7.7 0 2. 07 8 ( 6 35 6 28 ) 3 2.1 3 6. 23 5 2. 9 8 0. 9 6 9 1.7 97 9 44 3 0 2. 9 07 22 7 ( 35 1. 37 8 ) 23 6. 0 61 .7 9 9 7 44 .51 0. 35 8 rd ing to th e I FRS ac co C ha in Eq ity ng es u S ta tu tor 3. 97 4.5 6 8 ( 3. 97 4.5 6 8 ) Re y se rve - iv ide nd id ( 24 49 0.7 ) ( 24 49 0.7 ) ( 48 9 81 4 ) D 57 57 .51 s p a ina ( ) Ext rd Re 45 .5 8 0. 01 9 45 .5 8 0. 01 9 rao ry se rve s - Tra t ion ith 3. 97 4.5 6 8 21 0 8 9. 26 2 ( 4. 0 45 3 45 ) ( 48 9 81 4 ) 7 .51 nsa c s w ow ne rs - - - - - - t p f it for th r 0 1/ 07 / 20 14 Ne ro e y ea - 10 4. 8 37 3 6 4 10 4. 8 37 3 6 4 3 0 / 0 6 / 20 15 ive inc O the he r c om pre ns om e Exc ha d i f fer ng e en ce s o n ( ) ( ) 25 7. 24 7 25 7. 24 7 tra t ion f for ig t ion nsa c o e n o pe ra s Pro f it / ( Lo ) fro the ss m nt f f ina ia l a ts ( 2. 3 9 4.7 7 4 ) ( 2. 3 9 4.7 7 4 ) me as ure me o nc sse ila b le for le av a sa Ac tua ia l g ins / ( los ) r a ses on ( 0 3. 81 ) ( 8 25 ) ( 05 6 40 ) 5 5 1. 5 de f ine d be f it p ion lan ne en s p s O the he ive inc ( 25 7. 24 7 ) ( 2. 3 9 4.7 7 4 ) ( 5 0 3. 81 5 ) ( 1. 8 25 ) ( 3.1 57 6 6 0 ) r c om pre ns om e - - - - - ive inc for To ta l c he om pre ns om e ( 25 7. 24 7 ) ( 2. 3 9 4.7 7 4 ) ( 5 0 3. 81 5 ) 10 4. 8 35 .5 3 9 10 1. 67 9.7 0 4 - - - - - the ye ar Ba lan at Ju 3 0th 2 01 5 ce as ne 16 1. 91 1.1 13 7.7 0 2. 07 8 ( 8 9 2. 87 5 ) 3 6.1 10 8 0 3 5 8 6.1 95 1.7 97 9 44 3 23 9 9 6. 48 9 ( 85 5.1 9 2 ) 26 6. 85 1. 9 91 7 97 20 8.5 47 ing rd to IF RS ac co |
TH E G |
RO UP |
||||
|---|---|---|---|---|---|---|
FOR THE FISCAL YEAR ENDED ON 30 JUNE 2016 (All amounts are expressed in euros except from shares)
| TH E C |
OM PA NY |
|||||||
|---|---|---|---|---|---|---|---|---|
| Sh are Ca ita l p |
Sh are Pre mi um Re ser ve |
Sta tut ory Re ser ve |
- fr Tax ee res erv es |
Ext rdi rao na ry res erv es |
Ot he r re ser ve s |
d ea ta ine Re ing rn s |
To ta l Eq ity u |
|
| lan t 1 ly 20 d ing to th Ba st J 15 ce s a s a u , a cc or e IFR S |
16 1. 91 1.1 13 |
7.7 0 2. 07 8 |
35 8 22 9 44 |
1.7 97 9 44 |
3 23 9 9 6. 48 9 |
( ) 85 2. 49 5 |
10 3. 0 37 65 9 |
6 3 3. 41 5.7 3 2 |
| C ha in ity Eq ng es u S ha ita l inc thr h c ita l iza t ion re ca p rea se ou g ap f o the o r re se rve s |
4. 0 3 9 |
( ) 4. 44 3 |
( ) 40 4 |
|||||
| Im t fro the thr h a bso t ion pa c m m erg er ou g rp f Ta ir ian SA o no s |
( ) 42 .1 8 2.5 65 |
42 46 2.1 6 3 |
1. 46 8. 35 6 |
( ) 3 6. 9 9 2 |
1.7 10 9 6 2 |
|||
| De fer d tax ing th ha re ex pe nse s c on ce rn e s re ita l inc du to tax te inc ca p rea se e ra rea se |
6 6. 87 6 |
6 6. 87 6 |
||||||
| S ta tu tor Re y se rve Ext rd ina Re rao ry se rve s |
3.7 6 3.5 46 |
7 2.7 91 97 1 |
( 3.7 6 3.5 46 ) ( 7 2.7 91 97 1 ) |
- - |
||||
| O the r |
( 23 9 0 9 ) 5. |
( 23 9 0 9 ) 5. |
||||||
| Tra t ion ith nsa c s w ow ne rs |
( 42 .17 8.5 25 ) |
42 29 3.1 29 |
5. 23 1. 9 0 2 |
- | 7 2.7 87 .5 28 |
- | ( 7 6.5 9 2.5 10 ) |
1.5 41 .5 24 |
| Ne t p f it for th r 0 1/ 07 / 20 15 -3 0 / 0 6 / 20 16 ro e y ea |
8 2. 45 7. 0 42 |
8 2. 45 7. 0 42 |
||||||
| O the he ive inc r c om pre ns om e |
||||||||
| Ac tua ia l g ins / ( los ) de f ine d be f it r a ses on ne ion lan pe ns p s |
( 42 8.5 45 ) 1. |
( 42 8.5 45 ) 1. |
||||||
| De fer d tax tua ia l g ins / ( los ) re ac r a ses |
41 4. 27 8 |
41 4. 27 8 |
||||||
| fer ia ins ( ) De d tax tua l g / los du to re ac r a ses e inc tax te ra rea se |
3 4.5 61 |
3 4.5 61 |
||||||
| ive inc O the he r c om pre ns om e |
( ) 97 9.7 0 6 |
( ) 97 9.7 0 6 |
||||||
| l c he ive inc for th To ta om pre ns om e e y ea r |
- | - | - | - | - | ( 97 9.7 0 6 ) |
8 2. 45 7. 0 42 |
81 47 7. 3 35 |
| Ba lan at Ju 3 0th 2 01 6 rd ing to ce as ne ac co IFR S |
9.7 3 2.5 8 8 11 |
49 9 95 20 7 |
41 05 4. 8 46 |
97 9 44 1.7 |
3 9 6.7 8 4. 01 7 |
( 8 3 2. 20 ) 1. 1 |
10 8. 9 0 2.1 9 0 |
6. 43 4.5 91 71 |
| E C TH |
OM PA NY |
|||||||
|---|---|---|---|---|---|---|---|---|
| Sh are Ca ita l p |
Sh are mi Pre um Re ser ve |
Sta tut ory Re ser ve |
Tax - fr ee res erv es |
Ext rdi rao na ry res erv es |
Ot he r re ser ve s |
Re d ea ta ine ing rn s |
l Eq ity To ta u |
|
| ing Ba lan t 1 st J ly 20 14 d to th ce s a s a u , a cc or e IFR S |
16 91 13 1. 1.1 |
0 2. 07 8 7.7 |
3 2.1 3 6. 23 5 |
97 9 44 1.7 |
3 0 2. 9 07 22 7 |
( 3 49 3 ) .55 |
10 2.1 31 41 .7 |
6 0 8. 23 6.7 85 |
| C ha in Eq ity ng es u |
||||||||
| S ta tu tor Re se rve y |
3. 6 8 6.7 0 9 |
( 3. 6 8 6.7 0 9 ) |
0 | |||||
| D iv ide nd id s p a |
( 24 49 0.7 57 ) |
( 24 49 0.7 57 ) |
( 48 9 81 .51 4 ) |
|||||
| ina Ext rd Re rao ry se rve s |
45 .5 8 0. 01 9 |
( ) 45 .5 8 0. 01 9 |
0 | |||||
| Tra t ion ith nsa c s w ow ne rs |
- | - | 3. 6 8 6.7 0 9 |
- | 21 0 8 9. 26 2 |
- | ( 3.7 48 ) 7 57 5 |
( 48 9 81 4 ) .51 |
| Ne t p f it for th r 0 1/ 07 / 20 14 -3 0 / 0 6 / 20 15 ro e y ea |
7 4. 6 6 3. 40 3 |
7 4. 6 6 3. 40 3 |
||||||
| O the he ive inc r c om pre ns om e |
||||||||
| tua ia l g ins / ( los ) de f ine d be f it Ac r a ses on ne ion lan pe ns p s |
( 5 0 2. 9 42 ) |
( 5 0 2. 9 42 ) |
||||||
| ive inc O the he r c om pre ns om e |
- | - | - | - | - | ( ) 5 0 2. 9 42 |
- | ( ) 5 0 2. 9 42 |
| To ta l c he ive inc for th om pre ns om e e y ea r |
- | - | - | - | - | ( 0 2. 9 42 ) 5 |
4. 6 6 3. 40 3 7 |
4.1 6 0. 46 7 1 |
| ing Ba lan at Ju 3 0th 2 01 5 a d to ce as ne cc or IFR S |
16 1. 91 1.1 13 |
7.7 0 2. 07 8 |
35 8 22 9 44 |
1.7 97 9 44 |
3 23 9 9 6. 48 9 |
( 85 2. 49 5 ) |
10 3. 0 37 65 9 |
6 3 3. 41 5.7 3 2 |
(All amounts are expressed in euros unless otherwise stated)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Indirect Method | Notes | 30/06/2016 | 30/6/2015 | 30/06/2016 | 30/6/2015 |
| Cash flows from operating activities | |||||
| Cash flows from operating activities Interest payable Tax payable |
5.30 | 160.747.852 (6.205.596) (42.832.331) |
167.638.537 (7.048.438) (31.676.155) |
128.519.925 (6.067.344) (36.936.956) |
101.595.436 (6.932.255) (27.968.322) |
| Net cash flows from operating activities |
111.709.925 | 128.913.944 | 85.515.625 | 66.694.859 | |
| Cash flows from investing activities | |||||
| Acquisition of tangible and intangible assets Sale of tangible and intangible |
(34.687.195) | (59.146.194) | (19.764.980) | (12.132.395) | |
| assets | 78.498 | 2.867.696 | 571.182 | 2.867.696 | |
| Share Capital Increase of subsidiaries Investments in financial assets |
5.10 | - | - | (40.708.463) | (25.000.002) |
| available for sale | - | (6.268.188) | - | - | |
| Interest received | 7.503.173 | 9.313.485 | 6.199.864 | 6.617.982 | |
| Net cash flows from investing activities |
(27.105.524) | (53.233.201) | (53.702.397) | (27.646.719) | |
| Cash flows from financing activities Dividends paid to owners of the |
|||||
| Parent | - | (45.785.283) | - | (45.785.283) | |
| Proceeds from borrowings | - | 2.877.527 | - | 2.669.667 | |
| Loans paid | (2.697.362) | (20.039.718) | (2.669.667) | (20.039.718) | |
| Payments of lease liabilities Net cash flows from financing |
- | (1.373.561) | - | (1.373.561) | |
| activities | (2.697.362) | (64.321.035) | (2.669.667) | (64.528.895) | |
| Increase/(decrease) in cash and cash equivalents (net) |
81.907.039 | 11.359.708 | 29.143.560 | (25.480.755) | |
| Cash and cash equivalents in the beginning of the year |
298.918.408 | 287.567.276 | 169.893.073 | 195.373.828 | |
| Exchange difference on cash and cash equivalents Cash equivalents of the absorbed |
(489.482) | (8.576) | - | - | |
| company (Tanosirian) | 14.396.721 | - | 14.396.721 | - | |
| Cash and cash equivalents at the end of the year |
394.732.686 | 298.918.408 | 213.433.355 | 169.893.073 | |
| Cash in hand Carrying amount of bank deposits |
2.959.168 | 4.031.446 | 2.500.579 | 3.582.257 | |
| and bank overdrafts | 4.264.832 | - | 4.264.832 | - | |
| Sight and time deposits | 387.508.686 | 294.886.962 | 206.667.944 | 166.310.816 | |
| Cash and cash equivalents | 394.732.686 | 298.918.408 | 213.433.355 | 169.893.073 |
The Group's Consolidated Financial Statement have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
JUMBO is a trading company, established according to the Greek Legislation. Reference made to the "COMPANY" or "JUMBO S.A." indicates, unless otherwise stated in the text, the Group "JUMBO" and its fully consolidated subsidiary companies.
The Company's distinctive title is "JUMBO" and it has been registered in its articles of incorporation as well as at the department for trademarks of the Ministry of Development as a brand name for JUMBO products and services under number 127218, with protection period after extension until 5/6/2025. The Company was incorporated in 1986 (Government Gazette 3234/26.11.1986) and its term was set as that of thirty (30) years. According to the decision of the Extraordinary General Meeting of the shareholders dated 3/5/2006, approved by the decision of the Ministry of Development N. K2-6817/9.5.2006, the term of the company was extended to seventy years (70) from the date of its registration in the Registry of Societe Anonyme.
Originally, the company's registered office was located in the Municipality of Glyfada, at N. 11 Angelou Metaxa street. According to the same decision (mentioned above) of the Extraordinary General Meeting of shareholders, approved by the decision of the Ministry of Development N. K2-6817/9.5.2006, the registered office of the company was transferred to the Municipality of Moschato in Attica and, specifically, to 9 Cyprou street and Hydras, PC 183 46.
The company is registered in the Registry of Societes Anonyme of the Ministry of Development, Department of Societe Anonyme and Credit, under No 7650/06/Β/86/04, while the Company's registration number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. Company operates in compliance with the provisions of Law 2190/1920.
The Financial Statements of 30 June 2016 (01.07.2015-30.06.2016) were approved by the Board of Directors at 7th October 2016.
The company's main operation is retail sale of toys, baby items, seasonal items, decoration items, books and stationery and is classified based on the STAKOD 03 bulletin of the National Statistics Service in Greece (E.S.Y.E.) within the sector "other retail trade of new items in specialized shops" (STAKOD category 525.9). A small part of its operations is wholesale of toys and similar items to third parties.
The Company has been listed on the Athens Exchange since 19.7.1997, and since June 2010 it has participated in FTSE/Athex 20 index. Based on the stipulations of the Regulation of the Athens Exchange, the Company's shares are placed in the "Main Market" category. Additionally, applying the decision made on 24.11.2005 by its Board of Directors, regarding the adoption of a model of FTSE Dow Jones Industry Classification Benchmark (ICB), as of 2.1.2006, the Athens Exchange classified the Company under the sector of financial activity Toys, which includes only the company "JUMBO".
Within 30 years of its operation, the Company has become one of the largest companies in retail sale.
At 30.06.2016 the Company operated 71 stores in Greece, Cyprus, Bulgaria and in Romania and the on line store e-jumbo. In October 2015, started the operations of the seventh store of the Group in Romania, and specifically in Pitesti.
As already disclosed, the Company's objective is to facilitate efficient management of its existing network and infrastructure through re-evaluation and upgrading the existing stores and expansion of the network
to the areas, where the Company has not been operating yet through adding new stores in the forthcoming years. In the context of the aforementioned restructuring, in January 2016, the Company terminated the operations of two small leased stores.
Furthermore, through partnerships, the Company has presence in other countries through stores that operate under the Jumbo brand, in FYROM - two stores, Albania - 2 stores, and Kosovo- 3 stores. In the second half of FY 2015/2016, Jumbo expanded its cooperation with Veropoulos Dooel in Serbia. The collaborating company operates two stores under the Jumbo brand.
On 30 June 2016, the Group employed 5.056 persons, of which 4.328 as permanent staff and 728 as seasonal staff. The average number of employees for the period, 01.07.2015 – 30.06.2016, was 4.798 persons (4.152 as permanent and 646 as seasonal staff).
The attached financial statements of the Group and the Company (henceforth Financial Statements) dated as at June 30, 2016 for the fiscal year from July 1st 2015 to June 30th 2016 have been prepared according to the historical cost convention, the going concern principle and comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as well as their interpretations issued by the Standards Interpretation Committee (I.F.R.I.C.) of IASB.
Preparation of financial statements according to International Financial Reporting Standards (IFRS) demands the use of accounting estimates and judgements of the Management under the application of accounting principles of the Group. Significant assumptions regarding the application of the accounting methods of the Company are recorded, wherever judged necessary. Estimates and judgements made by the Management are constantly evaluated and are based on experiential facts and other factors, including provisions made for future events, which are considered predictable under normal circumstances.
In 2003 and 2004, the IASB issued a series of new IFRS and revised International Accounting Standards (IAS), which in conjunction with unrevised IASs issued by the International Accounting Standards Committee, predecessor to the IASB, are referred to as "the IFRS Stable Platform 2005". The Group applies the IFRS Stable Platform 2005 from 1 July 2005. The transition date for the Group was 1st July 2004.
Basic accounting principles adopted for the preparation of these financial statements have been also applied to the financial statements of 2014-2015 and have been applied to all the periods presented with the exception of the new revised accounting standards and interpretations mentioned in note 3.1.
The following amendments and interpretations of IFRS have been issued by the International Accounting Standards Board (IASB), adopted by the European Union and their application is mandatory from or after 01.01.2015.
In December 2013, the IASB issued Annual Improvements to IFRSs 2011-2013 Cycle, a collection of amendments to IFRSs, in response to four issues addressed during the 2011-2013 cycle. The amendments are effective for annual periods beginning on or after 1 July 2014, although entities are permitted to apply them earlier. The issues included in this cycle are the following: IFRS 1: Meaning of effective IFRSs, IFRS 3: Scope exceptions for joint ventures; IFRS 13: Scope of paragraph 52 (portfolio exception); and IAS 40: Clarifying the interrelationship of IFRS 3 Business Combinations and IAS 40 Investment Property when classifying property as investment property or owner-occupied property. The above amendments do not affect Group and Separate Financial Statements.
In November 2013, the IASB published narrow scope amendments to IAS 19 "Employee Benefits" entitled Defined Benefit Plans: Employee Contributions (Amendments to IAS 19). The narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The above amendments do not affect Group and Separate Financial Statements.
In December 2013, the IASB issued Annual Improvements to IFRSs 2010-2012 Cycle, a collection of amendments to IFRSs, in response to eight issues addressed during the 2010-2012 cycle. The amendments are effective for annual periods beginning on or after 1 July 2014, although entities are permitted to apply them earlier. The issues included in this cycle are the following: IFRS 2: Definition of 'vesting condition', IFRS 3: Accounting for contingent consideration in a business combination, IFRS 8: Aggregation of operating segments, IFRS 8: Reconciliation of the total of the reportable segments' assets to the entity's assets, IFRS 13: Short-term receivables and payables, IAS 7: Interest paid that is capitalised, IAS 16/IAS 38: Revaluation method—proportionate restatement of accumulated depreciation and IAS 24: Key management personnel The above amendments do not affect Group and Separate Financial Statements.
The following new Standards and Revisions to the Standards as well as the following Interpretations of the existing Standards have been issued but are not effective yet or have not been adopted by the European Union. In particular:
In August 2014, the IASB published narrow scope amendments to IAS 27 "Equity Method in Separate Financial Statements". Under the amendments, entities are permitted to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate Financial Statements – an option that was not effective prior to the issuance of the current amendments. The Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above amendments have been adopted by the European Union at December 2015.
In September 2014, the IASB issued Annual Improvements to IFRSs 2012-2012 Cycle, a collection of amendments to IFRSs, in response to four issues addressed during the 2012-2014 cycle. The amendments are effective for annual periods beginning on or after 1 January 2016, although entities are permitted to apply them earlier. The issues included in this cycle are the following: IFRS 4: Changes in methods of disposal, IFRS 7: Servicing Contracts and Applicability of the amendments to IFRS 7 to Condensed Interim Financial Statements, IAS 19: Discount rate: regional market, and IAS 34: Disclosure of information "elsewhere in the interim financial report". The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have been adopted by the European Union at December 2015.
In June 2014, the IASB published amendments that change the financial reporting for bearer plants. The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment in IAS 16. Consequently, the amendments include bearer plants within the scope of IAS 16, instead of IAS 41. The produce growing on bearer plants will remain within the scope of IAS 41. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have been adopted by the European Union at November 2015.
In May 2014, the IASB issued amendments to IFRS 11. The amendments add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business and specify the appropriate accounting treatment for such acquisitions. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have been adopted by the European Union at November 2015.
In December 2014, the IASB issued amendments to IAS 1.The aforementioned amendments address settling the issues pertaining to the effective presentation and disclosure requirements as well as the potential of entities to exercise judgment under the preparation of financial statements. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have been adopted by the European Union at December 2015.
In May 2014, the IASB published amendments to IAS 16 and IAS 38. IAS 16 and IAS 38 both establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have been adopted by the European Union at December 2015.
In January 2014, the IASB issued a new Standard, IFRS 14. The aim of this interim Standard is to enhance the comparability of financial reporting by entities that are engaged in rate-regulated activities. Many countries have industry sectors that are subject to rate regulation, whereby governments regulate the supply and pricing of particular types of activity by private entities. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union, until the issuance of the final Standard.
In May 2014, the IASB issued a new Standard, IFRS 15. The Standard fully converges with the requirements for the recognition of revenue in both IFRS and US GAAP. The key principles on which the Standard is based are consistent with much of current practice. The new Standard is expected to improve financial reporting by providing a more robust framework for addressing issues as they arise, increasing
comparability across industries and capital markets, providing enhanced disclosures and clarifying accounting for contract costs. The new Standard will supersede IAS 11 "Construction Contracts", IAS 18 "Revenue" and several revenue related Interpretations. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union.
In July 2014, the IASB issued the final version of IFRS 9. The package of improvements introduced by the final version of the Standard, includes a logical model for classification and measurement, a single, forward-looking "expected loss" impairment model and a substantially-reformed approach to hedge accounting. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union.
In September 2014, the IASB published narrow scope amendments to IFRS 10 and IAS 28. The objective of the aforementioned amendments is to address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. In December 2015, the IASB postponed the effective date of this amendments indefinitely pending the outcome of its research project on the equity method of accounting. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In December 2014, the IASB published narrow scope amendments to IFRS 10, IFRS 11 and IAS 28. The aforementioned amendments introduce explanation regarding accounting requirements for investment entities, while providing exemptions in particular cases, which decrease the costs related to the implementation of the Standards. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In January 2016, the IASB issued a new Standard, IFRS 16. The objective of the project was to develop a new Leases Standard that sets out the principles that both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'), apply to provide relevant information about leases in a manner that faithfully represents those transactions. To meet this objective, a lessee is required to recognise assets and liabilities arising from a lease. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union.
In January 2016, the IASB published narrow scope amendments to IAS 12. The objective of the amendments is to clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In January 2016, the IASB published narrow scope amendments to IAS 7. The objective of the amendments is to enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments will require entities to provide disclosures that enable investors to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In April 2016, the IASB published clarifications to IFRS 15. The amendments to IFRS 15 do not change the underlying principles of the Standard, but clarify how those principles should be applied. The amendments clarify how to identify a performance obligation in a contract, how to determine whether a company is a principal or an agent and how to determine whether the revenue from granting a license should be recognized at a point in time or over time. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In June 2016, the IASB published narrow scope amendment to IFRS 2. The objective of this amendment is to clarify how to account for certain types of share-based payment transactions. More specifically, the amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, for share-based payment transactions with a net settlement feature for withholding tax obligation, as well as, a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The Group and the Company will examine the impact of the above on their Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and judgments are based on experience from the past as well as other factors including expectations for future events, which are considered reasonable under specific circumstances, while they are continuously reassessed with the use of all the available information.
The main judgments made by the Management of the Group (apart from those involving estimations which are presented below) that have the most significant effect on the amounts recognized in the financial statements mainly relate to:
Management decides on acquisition of an investment whether it should be classified as held to maturity, held for trading, carried at fair value through profit or loss, or available for sale. For investments deemed to be held to maturity, the Management ensures that the requirements of IAS 39 are met and, in particular, that the Group has intention and ability to hold these investments to maturity. Jumbo SA classifies investments as held for trading if they are acquired primarily for the purpose of making a short
term profit. Classification of investments at fair value through profit or loss depends on the way the Management monitors the performance of these investments. When they are not classified as held for trading but have readily available reliable fair values and the changes in fair values are reported as part of profit or loss in the Management accounts, they are classified as at fair value through profit or loss. All the other investments are classified as available for sale.
The Group is involved in litigation and claims in the normal course of its operations. The Management is of the opinion that any resulting settlements would not materially affect the financial position of the Group as at June 30, 2016. However, determination of contingent liabilities relating to the litigation and claims is a complex process that involves judgments as to the outcomes and interpretation of laws and regulations.
Whether a lease entered into with an external lessor is considered to be an operating lease or a finance lease
Certain amounts included in or affecting our financial statements and related disclosure must be estimated, requiring us to make assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. A ''critical accounting estimate'' is one which is both important to the portrayal of the company's financial position and results and requires the management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Group evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts, trends and other methods considered reasonable in the particular circumstances, as well as our projections as to how they might change in the future.
When there is objective evidence that the Group is unable to collect all the amounts owed based on the contractual receivables, a provision for that has to be made. In the event that the amortized cost or the cost of a financial asset exceeds the present value, then this asset is measured at its recoverable amount, i.e. at the present value of the future cash flows of the asset, which is calculated using the real initial interest rate. The relevant loss is immediately transferred to the period's statement of total comprehensive income account.
At the statement of financial position date, inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated sales price during the normal course of the company's operations.
The Group and the Company are subject to income taxes in numerous jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group and the Company recognize liabilities for projected tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Doubtful accounts are reported at the amounts likely to be recoverable. The estimation of the amounts to be recovered is a result of analysis as well as the Group's experience on the possibility of bad receivables. As soon as it is notified that a particular account is subject to a risk over and above the normal credit risk (e.g., low creditworthiness of customer, dispute as to the existence or the amount of the claim, etc.), the
account is analyzed and recorded as a bad collective as if circumstances indicate the receivable is noncollectible.
The company examines the useful life of the depreciated assets for each period. At 30th of June 2016, it is estimated that the useful life represents the predictable usefulness of the assets.
Significant accounting policies which have been used under the preparation of these consolidated financial statements are summarized below.
It is worth noting, as analytically reported above in paragraph 3.2, that accounting estimates and assumptions are used under the preparation of financial statements.
Despite the fact that these estimates are based on the Management's best knowledge of the current issues and energies, the final results are likely to differ from what has been estimated.
In terms of geography, the Group operates through a sales network developed in four countries, i.e. Greece, Cyprus, Bulgaria and Romania. The above segments are used by the Company's Management for internal information purposes. The Management's strategic decisions are based on the operating results of every segment, which are used for measurement of productivity.
Subsidiary companies: Subsidiary companies are all the companies controlled, directly or indirectly, by another company (parent) either through possession of majority of shares of the company in which the investment was made or through its ability to appoint the majority of Board of Directors Members. Namely, subsidiary companies are the ones controlled by the parent company. JUMBO S.A. obtains and exercises control through voting rights. Existence of any potential voting rights exercisable upon the preparation of the financial statements is taken into consideration to establish whether the parent company exercises control over the subsidiaries.
Subsidiary companies are fully consolidated based on acquisition method as from the date control over them is obtained and cease to be consolidated as from the date such control no longer exists.
The acquisition of a subsidiary company by the Group is consolidated through acquisition method. The acquisition cost of a subsidiary is the fair value of the assets given, of shares issued and liabilities undertaken as at the date of the exchange, plus any costs directly associated with the transaction. Individual assets items, liabilities and contingent liabilities acquired in a business combination are calculated upon the acquisition at their fair values regardless of the participation rate.
The acquisition cost other than the fair value of the separate items acquired is recorded as goodwill. If total acquisition cost is lower than the fair value of separate items acquired, the difference is recognized directly to statement of total comprehensive income.
The companies included in the full consolidation of JUMBO S.A. are the following:
The Societe Anonyme under the title «JUMBO SA» and the distinctive title «JUMBO» was founded in 1986, with current headquarters in Moschato of Attica (street Cyprou 9 and Hydras), has been listed since 1997 in the Athens Exchange and is registered in the Registry for SA of Ministry of Development with reg. no. 7650/06/Β/86/04 while the Company's number at the General Electronic Commercial Registry
(G.E.MI.) is 121653960000. The company has been included in the Main Market category of the Athens Exchange.
1. The subsidiary company under the title «Jumbo Trading Ltd», is a Cypriot company of limited liability. It was founded in 1991. Its headquarters are in Nicosia of Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Registration of Companies Cyprus, with number Ε 44824. It operates in Cyprus under the same objective with the Parent, that is retail toys trade and related items. Parent company owns 100% of its shares and its voting rights.
2. The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD » was founded on the 1st of September 2005 as a One – person Company of Limited Responsibility with Registration Number 96904, book 1291 of Court of first instance of Sofia and according to the conditions of Special Law with number 115. Its foundation is in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). Parent company owns 100% of its shares and its voting rights.
3. The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 9th of August 2006 as a Company of Limited Responsibility (srl) with Registration Number J40/12864/2006 of the Trade Register, with registered office in Bucharest, area 3, B-dul Theodor Pallady avenue, number 51, Centrul de Calcul building 5th floor. Parent company owns 100% of its shares and its voting rights.
In July, 2015 the amount of €20,7 m was paid towards the share capital increase of the subsidiary JUMBO EC.R SRL. Moreover, in June 2016 the subsidiary company JUMBO EC.R proceeded with a share capital increase of € 20 million. After the above share capital increase, the subsidiary's share capital as at 30.06.2016 amounted to € 68,91 m and was covered by 100% by the parent company.
4. The subsidiary company ASPETTO Ltd was founded on the 21/08/2006 in Cyprus Nicosia (Abraham Antoniou 9 avenue, Kato Lakatamia, Nicosia). "Jumbo Trading Ltd" owns 100% of its voting rights.
5. WESTLOOK SRL is a subsidiary of ASPETTO Ltd which holds a 100% stake of its share capital. The company registered office is in Crevedia, county Dâmboviţa (motorway Bucureşti - Târgovişte, No. 670, Apartment 52). The company was founded at 16.10.2006.
6. Rimokin Properties Ltd is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 28.07.2014.
7. Geocam Holdings Limited is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 13.03.2015.
8. Geoform Limited is a subsidiary of Jumbo Trading Ltd which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded at 13.03.2015.
The Group of companies, included in the consolidated financial statements and the consolidation method are the following:
| Consolidated Subsidiary |
Percentage and Participation |
Headquarters | Activity | Consolidation method |
|---|---|---|---|---|
| JUMBO TRADING LTD |
100% Direct | Cyprus | Commercial | Full Consolidation |
| JUMBO EC.B LTD | 100% Direct | Bulgaria | Commercial | Full Consolidation |
| JUMBO EC.R SRL | 100% Direct | Romania | Commercial | Full Consolidation |
| ASPETTO LTD | 100% Indirect | Cyprus | Investment | Full Consolidation |
| WESTLOOK SRL | 100% Indirect | Romania | Investment | Full Consolidation |
| RΙΜΟΚΙΝ PROPERTIES LTD |
100% Indirect | Cyprus | Investment | Full Consolidation |
| GEOCAM HOLDINGS LIMITED |
100% Indirect | Cyprus | Investment | Full Consolidation |
The composition of the Group has not changed within the reporting period.
The items in the financial statements of the Group's Companies are measured based on the currency of the primary economic environment in which the Group operates (functional currency). Consolidated financial statements are presented in euro, which is the functional currency and the presentation currency of the parent Company.
Transactions in foreign currency are translated to the functional currency at the rates applicable as at the date of transactions. Gains and losses from foreign exchange differences which arise from settling these transactions during the period and from the conversion of monetary items denominated in foreign currency at applicable rates as at the statement of financial position date, are recognized in profit or loss account. Foreign exchange differences from non - monetary items measured at fair value are considered a part of fair value and are consequently recognized in a manner consistent with the recognition of differences in fair value.
Activities of the Group abroad in foreign currency (which are an integral part of the parent company's activities) are translated into the functional currency at the rates applicable as at the transactions' date, while assets and liabilities pertaining to foreign operations, arising during the consolidation, are translated to euro at exchange rates applicable as at the statement of financial position date.
Financial statements of the companies included in the consolidation, which are initially presented in a currency other than the presentation currency of the Group, have been translated into euro. Assets and liabilities have been translated in euro at the closing rate as at the statement of financial position date. Income and expenses have been converted to the presentation currency of the Group at the average exchange rate applicable in the relevant financial year. Any differences arising from that procedure have been debited / (credited) to a reserve of exchange differences in equity (translation reserve).
Any differences in the sums are due to rounding.
Property plant and equipment are disclosed in financial statements at their cost less accumulated depreciation and any impairment. Cost includes all expenses directly associated with the acquisition of assets.
Subsequent expenses are recognized as increase to the book value of tangible assets or as a separate fixed asset only to the extent that those expenses increase future economic benefits expected to flow from the use of the fixed asset and their cost can be reliably measured. Repair and maintenance costs are recognized in the statement of total comprehensive income when they are incurred.
Depreciation of other items in tangible assets (other than land which is not depreciated) is calculated based on a straight line basis during their useful life, which has been estimated as follows:
| Buildings | 30 – 35 years |
|---|---|
| Mechanical equipment | 5 - 20 years |
| Vehicles | 5 – 10 years |
| Other equipment | 4 - 10 years |
| PCs and software | 3 – 5 years |
Residual values and useful lives of tangible assets are reviewed at every statement of financial position date. When book values of tangible assets exceed their recoverable amount, the difference (impairment) is directly recorded as an expense in profit or loss.
At the sale of tangible assets, differences between the consideration received and their book value are recognized in the profit and loss.
Rights to use tangible assets: Rights to exploit tangible assets allotted in the context of contracts for construction or exploitation of works (counterbalancing benefits) are evaluated at their acquisition cost, fair value as at the date they were allotted less depreciation.
Software: Software licenses are evaluated at acquisition cost less amortization and any impairment losses.
Investment Property items concern the investments that are related to those property items (including land, buildings or parts of buildings or both) that are owned (via acquisition or via finance lease) by the Group, in order to acquire rents from their hiring, or for the increase of their value (aid of capital), or both, and they are not owned for: (a) being utilized in the production or in the supply of materials / services or for administrative aims, and (b) sale at the usual course of the company's operations.
Investment Property items are initially measured at acquisition cost, including transaction expenses. The Group has selected after the initial recognition, the cost model and measures the investment property according to the requirements of IAS 16 for this method.
Transfers to Investment Property category take place only when there is a change of their use that is proved by the completion of the self-use from the Group, the construction or the exploitation of an operating lease to a third party.
Transfers of items from Investment Property category take place only when there is a change of their use that is proved by the commencement of the self-use by the Group or by the commencement of the exploitation aiming at the sale.
An Investment Property item is written off (eliminated from the statement of financial position) during the disposal or when the investment is being withdrawn permanently from the use and future financing profits are not expected from its disposal.
Profits or losses that arise from the withdrawal or disposal of the Investment Property item concern the difference between the net-income of the disposal and the book value of the asset and are recognized in the results in the period of withdrawal or disposal.
Assets which are depreciated are tested for impairment if there is any indication that their book value will not be recovered. The recoverable amount is the higher amount between the fair value of the asset (net selling price less costs to sell) and value in use. The loss incurred due to the impairment of assets is recognized by the company if the book value of those items (or of the Cash Generating Units) is higher than its recoverable amount.
Net selling price is considered the amount from the sale of the asset in the context of a bi-lateral transaction which the parties are fully aware of and enter willingly after the deduction of any additional direct cost for sale of the asset, while value in use is the present value of estimated future cash flows expected to flow in the business from the use of the asset and from its sale at the end of its estimated useful life.
A financial instrument is every contract creating a financial asset in one company and a financial liability or a security of a participating nature in another company.
A financial asset at fair value through profit or loss is a financial asset that meets either of the following conditions:
They include non-derivative financial assets with fixed or specified payments which are not traded in active markets. This category (loans and receivables) does not include:
Loans and receivables are measured at their amortized cost using the method of the effective interest rate, less the provision for impairment. Any change in the value of loans or receivables is recognized in the profit or loss when the loans and the receivables are written off or their value is reduced and when they are amortized.
Loans and receivables are included in current assets apart from those with expiration periods longer than 12 months as from the statement of financial position date. The latter are included in non-current assets.
Such investments include non-derivative financial assets with fixed or specified payments and specific expiration which the Group intends and is able to keep until their expiration.
Such assets include non-derivative financial assets which are either placed directly under this category or they cannot be placed under any of the above categories. Subsequently financial assets available for sale are measured at their fair value and relevant profits or losses are recorded in an equity reserve until those items are sold or impaired.
During the sale or impairment, gains or losses are transferred to profit or loss. Impairment losses recognized in the profit or loss are not reversed through the profit or loss. Purchases and sales of investments are recognized on trade date, which is the date that the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus directly attributable transaction costs, except for the directly attributable transaction costs for items that are measured at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
As at the statement of financial position date, stocks are measured at the lower of cost and net realizable value. Net realizable value is the estimated sale price in the ordinary course of the company's operations less any relevant sale expenses. The cost of stocks does not include any financial expenses. The acquisition cost of stocks is determined based on average annual weighted price.
The greatest volume of the Group sales concerns retail sales. Trade debtors are initially recorded at their fair value while any balances beyond ordinary credit limits are measured at amortized cost according to the method of the effective interest rate, less any provision for impairments. If the amortized cost or the cost of the financial instrument exceeds current value, this item is measured at its recoverable amount namely at the present value of future flows of the asset, which is calculated based on the actual initial interest rate. The relevant loss is transferred directly to profit or loss for the year. Impairment losses, namely when there is objective evidence that the Group is in no position to collect all the amounts owed based on contract terms, are recognized in profit and loss.
Cash and cash equivalents include cash at bank and in hand as well as short term investments of high liquidation, products in money market and bank deposits. The Group considers time deposits and investments of high liquidation as cash equivalents.
Share capital is determined using the nominal value of shares that have been issued. Common shares are classified in equity. A share capital increase through cash includes any share premium during the initial share capital issuance.
Expenses incurred for issuance of shares are accounted for, after the subtraction of relevant income tax, as a deduction from equity. Expenses associated with the issuance of shares for the acquisition of companies are included in the cost of the company acquired.
Retained earnings include current and previous financial year's results as presented in the income statement.
The Group's financial liabilities comprise bank loans and overdraft accounts, trade and other payables and financial leases. The Group's financial liabilities (apart from loans) are presented in the "Other long term liabilities" account, "Other current liabilities" account as well as in the "Trade and other payables" account of the statement of financial position.
Financial liabilities are recognized when the company becomes a party to the contractual agreements of the instrument and derecognized when the Group is discharged from the liability or the liability is cancelled or expired. Interest expenses are recognized as an expense in the "Finance Costs" line of the Income Statement. Financial leases liabilities are measured at their initial cost, net of the amount of the financial payments capital. Trade payables are recognized initially at their nominal value and are subsequently measured at their amortized cost, net of settlement payments. Shareholder's dividends are included in the "Other current liabilities" account, when the dividend is approved by the Shareholders' General Meeting. Profit and loss is recognized in the Income Statement when the liabilities are written off and through amortization.
Loan liabilities are initially recorded at cost reflecting their fair value reduced by the relevant expenses for contracting the loan. After the initial recognition they are measured at the amortized cost based on the effective interest rate method. Borrowing costs are recognized as expenses in the period in which they occur.
Loans in foreign currency are measured at the closing rate at the statement of financial position date, except for those loans for which the exchange rate regarding the conversion and payment has been specified upon their initiation.
The financial year's charge with income tax consists of current taxes and deferred taxes, namely taxes or tax relieves related to financial benefits arising in the period but which have already been allocated or will be allocated by the tax authorities to different financial years and provisions regarding finalization of income tax liabilities after relevant tax inspections for uninspected financial years. Income tax is recognized in the statement of total comprehensive income with the exception of tax pertaining to transactions directly recorded in equity, which is also recognized in equity or in other comprehensive income.
Current income tax includes current liabilities or receivables from the tax authorities pertaining to tax payable on taxable income of the financial year and any additional income tax pertaining to previous years.
Current taxes are calculated according to tax rates and tax laws applied for the accounting periods to which they pertain, based on taxable profit for the year. Changes in current tax items in assets or liabilities are recognized as a part of taxable expenses in the statement of total comprehensive income.
Deferred income tax is determined based on the liability method arising from temporary differences between the carrying amount and the tax base for items in assets and liabilities. Deferred income tax is not recognised if it arises from the initial recognition of an asset or liability in a transaction, outside a business combination and at time of the transaction, did not affect the accounting nor the tax profit or loss.
Deferred tax assets and liabilities are measured based on the tax rates expected to be applied in the period during which the asset or liability will be settled considering the tax rates (and tax laws) in force up to the statement of financial position date. If it is not possible to specify the time of reversal of temporary differences, the tax rate applied is the one being in force in the year subsequent to the statement of financial position date.
Deferred tax assets are recognized to the extent that there will be a future taxable profit for the use of the temporary difference creating the deferred tax receivable.
Deferred income tax is recognized for the temporary differences arising from investments in subsidiary and affiliated undertakings, unless the reversal of temporary differences is controlled by the Group and it is unlikely that temporary differences be reversed in the foreseeable future.
Most changes in deferred tax assets or liabilities are recognized as a part of tax expenses in statement of profit or loss.
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as an expense when they accrue. Any unpaid amount is recognised as a liability, while in the case where the amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement.
Post-employment benefits include pensions or other benefits which the company offers after the termination of employment to the employees as acknowledgement of their services. Thus, they include both defined contribution schemes as well as defined benefits schemes. The accrued cost of the defined contributions scheme is registered as an expense in the relative period.
Defined contribution plans are relating to contributions to Insurance Carriers (eg Social Security), so the Group does not have any legal obligation in the event that the State Fund is unable to pay a pension to the insured. The employer's obligation is limited to the payment of employer contributions to the insurance companies or state social insurance institutions. The payable contribution from the company to a defined contribution scheme, is recognized as liability, after deduction of the paid contribution, while the accrued contributions as an expense.
According to L.2112/20 and 4093/2012 the company is obliged to compensate its employees in case of retirement or dismissal. The amount of the compensation paid depends on the years of service, the level of wages and the removal from service (dismissal or retirement). The entitlement to participate in these programs is usually based on years of service of the employee until retirement.
The liability that is reported in the Statement of Financial Position with respect to this scheme is the present value of the liability for the defined benefit depending on the accrued right of the employee and the period to be rendered. The commitment of the defined benefit is calculated annually by an independent actuary with the use of the projected unit credit method. For the fiscal year ended at 30.6.2016 the choice of interest rate has been made with the method of Full Yield Curve. The Yield Curve is used the yield of iBoxx AA –rated which is considered consistent with the principles of IAS 19 since is based on bonds corresponding to the currency and term estimation in relation to employee benefits and appropriate for long-term provisions.
The obligations for benefits payable of an employee benefit scheme are based on various parameters, such as age, years of service and salary. The provisions for the period are included in personnel cost , in income statement and consist of current and past service cost, the relative financial cost, actuarial gains or losses and any possible additional charges. Regarding unrecognized actuarial gains or losses the revised IAS 19R is followed, which includes a number of changes in accounting for defined benefit plans, including :
The recognition of actuarial gains/losses in other comprehensive income and permanent exclusion from the year's income statement.
The expected returns on investment of the program of each period is not recognized according to the expected returns but it is recognized the interest on net liability/(asset) according to the discount rate used to measure the defined benefit obligation.
The recognition of prior service cost in the income statement earlier than the plan readjustment date or when the relative readjustment or end of service benefit is recognized.,
Other changes include new disclosures, such as quantitative sensitivity analysis.
Provisions are recognized if the Group has current legal or constructive obligations as a result of past events, their settlement is probable through outflows of resources and the exact amount of the liability can be reliably measured. Provisions are reviewed as at each statement of financial position date and they are adjusted so that they reflect the present value of the expense expected to settle the liability.
Contingent liabilities are not recognized in the financial statements but they are disclosed, unless the possibility of outflows of sources which incorporate financial benefits is minimum. Contingent assets are not recognized in the financial statements but they are disclosed if the inflow of financial benefits is probable.
Leases of fixed assets during which all risks and rewards associated with the ownership of an asset are transferred to the Group, irrespectively of whether the ownership title of that item is finally transferred or not, are designated as finance leases. Those leases are capitalized upon the commencement of the lease at the lower of the fair value of the fixed asset and the present value of minimum lease payments.
Every lease is allocated between the liability and financial expenses so that a fixed interest rate can be achieved for the remaining financial liability. Respective liabilities from leases, net of financial expenses are disclosed in liabilities. The part of the financial expense pertaining to finance leases is recognized in the year's results during the lease. Fixed assets acquired through a finance lease are depreciated in the shorter period between the useful life of fixed assets and the duration of their lease except for cases when the fixed asset is certain to come to the ownership of the Group after the end of the leased period. In those cases the fixed asset is depreciated based on estimates of its useful life.
Leasing agreements based on which the lessor transfers the right for use of an item in assets for an agreed period without transferring the risks and rewards associated with the ownership of the fixed asset are classified as operating leases. Payments made for operating leases (net of any motives offered by the lessor) are recognized in income statement on a proportionate basis during the lease.
Fixed assets which are leased based on operating leases are included in tangible assets of the statement of financial position. They are depreciated during their expected useful life on a basis consistent with similar privately-owned tangible assets. The income from rent (net of any incentives given to the lessees) is recognized on a straight line basis during the period of the lease.
Revenue is recognized when is probable that the economic benefits will flow to the entity and the amount can be reliably measured.
Revenue includes the fair value of goods sold and services provided net of VAT, discounts and returned items. The amount of revenue is considered reliably measured, when all possible burdens related to the sale have been resolved. Intercompany income in the Group is fully eliminated. Income is recognized as follows:
Expenses are recognized in profit or loss on an accrued basis. Payments made for operational leases are transferred to profit or loss as expenses at the time the lease is used. Expenses from interest are recognized on an accrued basis.
The distribution of dividends to the shareholders of the parent company is recognized as a liability in the financial statements as at the date the distribution is approved by the General Meeting of the shareholders.
The Annual Regular General Meeting of the shareholders held on 11.11.2015 approved, among other issues, non-distribution of dividends from the profits of the closing financial year 2014-2015.
The Annual General Meeting of the shareholders which took place on 11.11.2015 approved gross fees of € 787.900,00 for the five (5) members of the Board of Directors, which are not under an employment service contract with the Company, for FY 2014/2015. The above mentioned fees were fully paid within FY 2015/2016.
The Group recognizes four geographical segments: Greece, Cyprus, Bulgaria and Romania as operating segments. The above segments are used from the company's management for internal information purposes. The management's strategic decisions are based on the operating results of every segment which are used for the measurement of productivity.
The activities of the Group which don't fulfill the criteria and the qualitative limits of IFRS 8 in order to set them as operating segments are presented as "Others". The "Others" account includes administrative costs and income as well as other non-operating results which do not qualify to be allocated because they are used for all the Group's activities.
In the segment "Greece" the Company's Management also monitors the sales from Greece to FYROM and Serbia based on the commercial agreement with the independent customer Veropoulos Dooel and the sales from Greece to Albania and to Kosovo based on the commercial agreement with the independent customer Kind Zone Sh.p.k. Total sales of the Company to FYROM, Albania Kossovo and Serbia for the period 01.07.2015-30.06.2016 reached the amount of 12.486k euro.
| 01/07/2015-30/06/2016 | ||||||
|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Other | Total |
| Sales | 550.508.516 | 79.635.885 | 52.807.656 | 48.571.113 | 731.523.170 | |
| Intragroup Sales | (91.633.288) | (774.092) | (859.442) | (699.021) | (93.965.842) | |
| Total net sales | 458.875.228 | 78.861.793 | 51.948.214 | 47.872.092 | - | 637.557.328 |
| Cost of sales | (212.670.469) | (38.122.068) | (25.685.476) | (23.149.170) | (299.627.183) | |
| Gross Profit | 246.204.759 | 40.739.725 | 26.262.739 | 24.722.922 | - | 337.930.145 |
| Other income | 4.285.380 | 4.285.380 | ||||
| Administrative expenses | (995.519) | (21.148.214) | (22.143.733) | |||
| Distribution costs | (117.339.583) | (11.112.384) | (12.039.333) | (10.788.716) | (1.396.100) | (152.676.116) |
| Other expenses | (6.398.657) | (6.398.657) | ||||
| Profit before tax, interest and investment results |
127.869.657 | 29.818.011 | 14.223.406 | 13.934.206 | (24.848.261) | 160.997.019 |
| Finance costs | (6.459.516) | (6.459.516) | ||||
| Finance income | 8.348.835 | 8.348.835 | ||||
| Other financial Results | 2.245.300 | 2.245.300 | ||||
| Profit before tax | 127.869.657 | 29.818.011 | 14.223.406 | 13.934.206 | (20.713.642) | 165.131.638 |
| Income tax | (43.867.977) | (43.867.977) | ||||
| Net profit | 127.869.657 | 29.818.011 | 14.223.406 | 13.934.206 | (64.581.619) | 121.263.661 |
| Depreciation and amortization |
(14.492.974) | (1.714.072) | (3.338.690) | (2.273.742) | (850.721) | (22.670.199) |
Group's results per segment for the current financial year are as follows:
| 01/07/2014-30/06/2015 | ||||||
|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Other | Total |
| Sales | 518.969.929 | 75.920.984 | 46.429.426 | 24.803.299 | - | 666.123.638 |
| Intragroup Sales | (81.093.058) | (891.007) | (1.079.796) | (511.642) | - | (83.575.503) |
| Total net sales | 437.876.871 | 75.029.977 | 45.349.630 | 24.291.657 | - | 582.548.135 |
| Cost of sales | (201.327.361) | (36.685.610) | (22.970.020) | (11.860.113) | - | (272.843.104) |
| Gross Profit | 236.549.510 | 38.344.367 | 22.379.610 | 12.431.544 | - | 309.705.031 |
| Other income | 3.995.070 | 3.995.070 | ||||
| Administrative expenses | (878.757) | - | - | - | (22.004.897) | (22.883.654) |
| Distribution costs | (116.770.896) | (10.674.110) | (11.296.803) | (6.892.530) | (809.863) | (146.444.202) |
| Other expenses | - | - | - | - | (6.435.592) | (6.435.592) |
| Profit before tax, interest and investment results |
118.899.857 | 27.670.257 | 11.082.807 | 5.539.014 | (25.255.282) | 137.936.653 |
| Finance costs | - | - | - | - | (7.378.565) | (7.378.565) |
| Finance income | - | - | - | - | 9.047.370 | 9.047.370 |
| Other financial Results | - | - | - | - | (2.655.040) | (2.655.040) |
| Profit before tax | 118.899.857 | 27.670.257 | 11.082.807 | 5.539.014 | (26.241.516) | 136.950.418 |
| Income tax | - | - | - | - | (32.113.054) | (32.113.054) |
| Net profit | 118.899.857 | 27.670.257 | 11.082.807 | 5.539.014 | (58.354.570) | 104.837.364 |
| Depreciation and amortization |
(14.252.015) | (1.620.305) | (3.430.300) | (1.113.114) | (833.138) | (21.248.872) |
Results per segment for the financial year 01.07.2014- 30.06.2015 are as follows:
The allocation of consolidated assets and liabilities to business segments for the fiscal years 01.07.2015 – 30.06.2016 and 01.07.2014 – 30.06.2015 is analysed as follows:
| 30/06/2016 | ||||||
|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Other | Total |
| Segment assets | 467.954.218 | 75.482.254 | 102.190.256 | 49.147.858 | - | 694.774.586 |
| Non allocated Assets | - | - | - | 514.636.779 | 514.636.779 | |
| Consolidated Assets | 467.954.218 | 75.482.254 | 102.190.256 | 49.147.858 | 514.636.779 | 1.209.411.365 |
| Segment liabilities | 217.381.675 | 2.217.432 | 1.108.642 | 13.881.153 | - | 234.588.902 |
| Non allocated Liabilities | - | - | - | - | 59.231.836 | 59.231.836 |
| Consolidated liabilities | 217.381.675 | 2.217.432 | 1.108.642 | 13.881.153 | 59.231.836 | 293.820.738 |
| 30/06/2015 | ||||||
|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Other | Total |
| Segment assets | 466.555.691 | 73.362.450 | 105.729.499 | 48.199.432 | - | 693.847.072 |
| Non allocated Assets | - | - | - | 396.480.186 | 396.480.186 | |
| Consolidated Assets | 466.555.691 | 73.362.450 | 105.729.499 | 48.199.432 | 396.480.186 | 1.090.327.258 |
| Segment liabilities | 218.548.484 | 4.986.131 | 887.841 | 21.691.047 | - | 246.113.503 |
| Non allocated Liabilities | - | - | - | - | 47.005.208 | 47.005.208 |
| Consolidated liabilities | 218.548.484 | 4.986.131 | 887.841 | 21.691.047 | 47.005.208 | 293.118.711 |
| Group's asset additions | |||||||
|---|---|---|---|---|---|---|---|
| (amounts in €) | 30/6/2016 | 30/6/2015 | |||||
| Greece | 17.371.017 | 12.509.822 | |||||
| Cyprus | 4.737.037 | 21.473.181 | |||||
| Bulgaria | 23.280 | 158.555 | |||||
| Romania | 2.266.885 | 41.755.147 | |||||
| Total | 24.398.220 | 75.896.705 |
The Group's main activity is the retail sale of toys, infant supplies, seasonal items, home products, books and stationery.
The sales per type of product for the current fiscal year are as follows:
| Sales per product type for the year 01/07/2015-30/06/2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Product Type Sales in € Percentage |
|||||||||
| Toy | 170.650.661 | 26,77% | |||||||
| Baby products | 44.647.558 | 7,00% | |||||||
| Stationary | 50.681.575 | 7,95% | |||||||
| Seasonal | 157.975.568 | 24,78% | |||||||
| Home products Haberdashery and similar |
199.784.142 | 31,34% | |||||||
| items | 13.428.604 | 2,11% | |||||||
| Other | 389.220 | 0,06% | |||||||
| Total | 637.557.328 | 100,00% |
The sales per type of product for the previous fiscal year are as follows:
| Sales per product type for the year 01/07/2014-30/06/2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Product Type Sales in € Percentage |
|||||||||
| Toy | 168.788.227 | 28,97% | |||||||
| Baby products | 46.463.502 | 7,98% | |||||||
| Stationary | 47.825.289 | 8,21% | |||||||
| Seasonal | 145.992.165 | 25,06% | |||||||
| Home products | 173.044.011 | 29,70% | |||||||
| Other | 434.941 | 0,07% | |||||||
| Total | 582.548.135 | 100,00% |
Cost of sales of the Group and the Company is as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (amounts in €) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Inventory at the beginning of year |
197.792.010 | 186.179.153 | 172.697.801 | 166.012.254 | |
| Inland purchases | 86.042.499 | 83.451.093 | 86.042.499 | 83.451.093 | |
| Purchases from third countries Purchases from the Eurozone Purchases Returns Discounts on purchases / Discounts on turnover |
215.717.487 23.597.750 (2.822.414) (21.691.232) |
203.214.615 25.918.987 (2.773.102) (22.780.095) |
215.145.843 22.944.005 (2.743.669) (21.656.282) |
202.580.646 25.263.660 (2.632.065) (22.774.440) |
|
| Inventory at the end of the year | (196.780.190) | (197.792.010) | (172.023.416) | (172.697.801) | |
| Income from own use of inventory/imputed income |
(2.228.727) | (2.575.537) | (2.232.076) | (2.243.457) | |
| Total | 299.627.183 | 272.843.104 | 298.174.705 | 276.959.890 |
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Provision for compensation to personnel | |||||
| due to retirement | 63.800 | 145.077 | 57.370 | 140.184 | |
| Payroll expenses | 69.085.109 | 68.275.612 | 54.770.083 | 55.635.881 | |
| Third party expenses and fees | 1.952.309 | 1.588.975 | 600.138 | 556.879 | |
| Services received Assets repair and maintenance cost Operating leases rent |
13.390.924 3.066.488 13.618.583 |
13.656.651 2.496.789 13.968.563 |
10.165.527 2.464.342 11.427.429 |
10.492.309 2.496.789 12.033.553 |
|
| Taxes and duties Advertisement Other various expenses Packaging & immediate consumption |
2.608.426 8.845.922 8.230.870 |
2.249.647 8.040.651 7.563.774 |
1.933.954 6.997.426 6.810.007 |
2.019.459 6.917.389 6.219.431 |
|
| materials Depreciation of tangible and intangible |
9.994.207 | 8.042.729 | 9.016.433 | 6.816.870 | |
| assets | 21.819.478 | 20.415.734 | 14.492.974 | 14.252.015 | |
| Total | 152.676.116 | 146.444.202 | 118.735.683 | 117.580.759 | |
| THE GROUP | |||||
| Administrative expenses | THE COMPANY | ||||
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Provision for compensation to personnel due to retirement |
|||||
| Payroll expenses | 38.246 11.879.917 |
93.456 12.420.335 |
38.246 10.732.710 |
93.456 11.365.932 |
|
| Third party expenses and fees | 3.092.638 | 2.912.923 | 2.993.490 | 2.792.597 | |
| Services received | 2.840.147 | 3.008.023 | 1.032.068 | 1.177.692 | |
| Assets repair and maintenance cost | 446.045 | 442.569 | 158.769 | 265.611 | |
| Operating leases rent | 1.189.341 | 1.040.565 | 127.129 | 140.342 | |
| Taxes and duties | 230.040 | 335.527 | 116.324 | 127.267 | |
| Advertisement | 4.642 | 3.426 | 4.642 | 3.426 | |
| Other various expenses Depreciation of tangible and intangible |
1.571.995 | 1.793.692 | 1.265.774 | 1.411.584 | |
| assets | 850.722 | 833.138 | 524.945 | 650.167 |
Other operating income and expenses pertain to income or expenses from the operating activity of the Group. Their analysis is as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Other operating income | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| (amounts in €) | |||||
| Income from related activities | 2.132.715 | 2.404.601 | 2.063.759 | 1.797.414 | |
| O.A.E.D. subsidies | 156.408 | 17.481 | 156.408 | 17.481 | |
| Other income | 1.996.257 | 1.572.988 | 1.115.578 | 1.004.627 | |
| Total | 4.285.380 | 3.995.070 | 3.335.745 | 2.819.522 | |
| Other operating expenses | |||||
| (amounts in €) | |||||
| Other provisions | 686.161 | 70.229 | 686.161 | 70.229 | |
| Taxes on property | 1.709.943 | 1.522.940 | 994.141 | 813.214 | |
| Other expenses | 4.002.553 | 4.842.423 | 3.249.505 | 3.287.992 | |
| Total | 6.398.657 | 6.435.592 | 4.929.807 | 4.171.434 |
| Financial income – net | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| (amounts in €) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Interest expense: | |||||
| Financial cost of provision for | |||||
| compensation to personnel due to retirement |
153.037 | 153.633 | 151.645 | 152.561 | |
| Bank loans | 6.147.261 | 7.075.052 | 6.142.336 | 7.073.575 | |
| Financial Leases | - | 8.371 | - | 8.371 | |
| Commissions for guarantee letters | 771 | 4.471 | 771 | 4.471 | |
| Other Banking Expenses | 158.447 | 137.038 | 21.117 | 22.314 | |
| 6.459.516 | 7.378.565 | 6.315.869 | 7.261.292 | ||
| Interest income | |||||
| Banks - other | - | 800.705 | - | 791.681 | |
| Time deposits | 7.668.835 | 7.606.665 | 5.493.166 | 5.152.823 | |
| Corporate Bonds | 680.000 | 640.000 | 680.000 | 640.000 | |
| 8.348.835 | 9.047.370 | 6.173.166 | 6.584.504 | ||
| Total | 1.889.319 | 1.668.805 | (142.703) | (676.788) | |
| THE GROUP | THE COMPANY | ||||
| Other Financial Results | |||||
| (amounts in €) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Profits / (losses) from financial instruments measured at fair value through profit or loss |
2.245.300 | (2.655.040) | 2.245.300 | (2.655.040) | |
| 2.245.300 | (2.655.040) | 2.245.300 | (2.655.040) |
According to Greek tax legislation, income tax for the fiscal year 1.7.2015-30.06.2016 was calculated at the rate of 29% on profits of the parent company, 10%, on average, on profits of the subsidiary JUMBO EC.B. LTD in Bulgaria and 16% on profits of the subsidiaries JUMBO EC.R SRL and WESTLOOK SRL in Romania. In respect of the subsidiary companies in Cyprus, the tax rate was 12,5%.
Under the provisions of Law 4334/2015, publicized as at 16.07.2015, the income tax rate - in respect of legal entities operating in Greece – on profits arising within the tax starting as from 01.01.2015 onwards, was increased to 29% versus 26%, effective as at 30.06.2015. Moreover, under the provisions of the aforementioned Law, advance tax payment, regarding legal entities, was increased to 100% versus previously effective 80%. Under POL 1217/2015 (issued as at 24.09.2015), as far as all the legal entities are concerned, advance tax payment is increased to 100% on profits arising within the tax starting as from 01.01.2014 onwards. The effect of the changes in tax rate on deferred tax in Greece stood at € (856.093) in the Income Statement, while the relative effect on Equity amounted to € 101.436.
Provision for income taxes disclosed in the financial statements is analysed as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 01/07/2015- | 01/07/2014- | 01/07/2015- | 01/07/2014- | ||
| (amounts in €) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Income taxes for the year | 42.775.496 | 32.588.653 | 33.615.103 | 27.555.855 | |
| Deferred income tax for the year Deferred income tax for the year as |
236.388 | (475.599) | 184.328 | (501.793) | |
| a result of the tax rate increase | 856.093 | - | 856.093 | - | |
| Total income tax | 43.867.977 | 32.113.054 | 34.655.524 | 27.054.062 |
The Company's and the Group's income tax is different from the theoretical amount that would result from the use of the nominal tax rates. The analysis is as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (amounts in €) | 01/07/2015- | 01/07/2014- | 01/07/2015- | 01/07/2014- | |
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | ||
| Earnings before taxes | 165.131.638 | 136.950.418 | 117.112.565 | 101.717.465 | |
| Nominal tax rate | 29% | 26% | |||
| Expected tax expense | 42.663. | 30.842.253 | 33.962.644 | 26.446.541 | |
| Adjustments for income that are not taxable | |||||
| - Tax free income | (316.669) | (501.840) | - | - | |
| Effect from the tax rate increase | 856.093 | - | 856.093 | - | |
| Tax adjustments for expenses not deductible for tax | |||||
| purposes | |||||
| - Non taxable expenses | 588.018 | 989.070 | 152.020 | 162.629 | |
| Other | 76.775 | 783.572 | (315.233) | 444.892 | |
| Total income tax | 43.867.977 | 32.113.054 | 34.655.524 | 27.054.062 |
The analysis of basic earnings per share for the Group and the Company is as follows:
| Basic earnings per share | THE GROUP THE COMPANY |
||||
|---|---|---|---|---|---|
| Amounts in € | 01/07/2015- 30/06/2016 |
01/07/2014- 30/06/2015 |
01/07/2015- 30/06/2016 |
01/07/2014- 30/06/2015 |
|
| Earnings attributable to the shareholders of the parent company |
121.263.661 | 104.837.364 | 82.457.042 | 74.663.403 | |
| Weighted average number of shares | 136.059.759 | 136.059.759 | 136.059.759 | 136.059.759 | |
| Basic earnings per share (euro per share) | 0,8913 | 0,7705 | 0,6060 | 0,5488 |
Earnings / (losses) per share were calculated based on the allocation of profits / (losses) after tax, on the weighted average number of shares of the parent company.
As at 30.06.2016 the Company or its subsidiary companies have not acquired any shares of the Parent Company. Moreover, during the presented periods, there are no titles potentially convertible into shares, which could lead to dilution of earnings per share.
Depreciation of tangible assets (other than land which is not depreciated) is calculated based on the fixed method during their useful life which is as follows:
| 30 – 35 years |
|---|
| 5 - 20 years |
| 5 – 10 years |
| 4 - 10 years |
| 3 – 5 years |
The net investments for the acquisition of assets for the company for the financial year 01.7.2015- 30.06.2016 reached the amount of € 17.371 thousand (30.06.2015: € 12.510 thousand) and for the Group € 24.398 thousand (30.06.2015: € 75.897 thousand). On 30.06.2016 the Group had agreements for construction of buildings-civil works and transportation means of € 1.101 thousand and the Company of € 1.026 thousand.
The analysis of the Group's and Company's tangible assets is as follows: (amounts in Euro)
| Lan d - Fre eho ld |
Bui ldin and gs fix bui ldin tur es on gs Fre eho ld |
Tra ort ati nsp on - me ans |
chi Ma ner y - fur nit d o the ure an r ipm ent equ |
Sof tw are |
Fixe d a ts sse und er str uct ion con |
al Tot |
of Lea sed me ans ati tra ort nsp on |
f lea al o Tot seh ed ass old fix ets |
al P Tot ert y Pla rop and nt Equ ipm ent |
|
|---|---|---|---|---|---|---|---|---|---|---|
| /06 /20 Cos t 30 14 |
131 .14 2.0 15 |
350 .57 4.7 43 |
1.6 37. 847 |
90. 289 .50 2 |
3.2 50. 355 |
8.6 78. 356 |
585 .57 2.8 18 |
2.8 78. 310 |
2.8 78. 310 |
588 .45 1.1 28 |
| ulat ed dep Acc iatio um rec n |
0 | ( 2) 79. 456 .17 |
( ) 1.2 78. 768 |
( 4) 57. 930 .46 |
( 94) 2.5 16.4 |
0 | ( 98) 141 .18 1.8 |
( ) 1.4 14. 325 |
( ) 1.4 14. 325 |
( 23) 142 .59 6.2 |
| Co 30/ 06/ 201 Net st at 4 as |
131 2.0 .14 15 |
271 8.5 .11 71 |
359 .07 9 |
32. 359 .03 8 |
733 .86 1 |
8.6 78. 356 |
.39 0.9 20 444 |
63. 985 1.4 |
63. 985 1.4 |
.85 4.9 05 445 |
| Cos t 30 /06 /20 15 |
142 .97 3.6 87 |
405 .57 9.3 91 |
7.6 78. 131 |
97. 929 .00 2 |
3.4 94. 797 |
966 .81 0 |
658 .62 1.8 18 |
0 | 0 | 658 .62 1.8 18 |
| Acc ulat ed dep iatio um rec n |
0 | ( 92. 648 .70 4) |
( 1.4 87. 935 ) |
( 63. 841 .79 0) |
( 2.7 62. 239 ) |
0 | ( 160 .74 0.6 68) |
0 | 0 | ( 160 .74 0.6 68) |
| 30/ 06/ Net Co st at 201 5 as |
142 .97 3.6 87 |
312 .93 0.6 87 |
6.1 90. 196 |
34. 087 .21 2 |
732 .55 8 |
966 .81 0 |
497 .88 1.1 50 |
0 | 0 | 497 .88 1.1 50 |
| Cos t 30 /06 /20 16 |
148 3.0 90 .14 |
416 .49 9.8 42 |
7.8 00. 195 |
101 8.6 78 .45 |
3.4 97. 610 |
3.6 94. 547 |
681 .09 3.9 62 |
0 | 0 | 681 .09 3.9 62 |
| ulat ed dep iatio Acc um rec n |
0 | ( 107 .31 9.1 95) |
( 1.6 76. 337 ) |
( 70. 306 .46 8) |
( 3.0 24. 369 ) |
0 | ( 182 .32 6.3 69) |
0 | 0 | ( 182 .32 6.3 69) |
| Net Co st at 30/ 06/ 201 6 as |
148 .14 3.0 90 |
309 .18 0.6 47 |
6.1 23. 858 |
31. 152 .21 0 |
473 .24 1 |
3.6 94. 547 |
498 .76 7.5 93 |
0 | 0 | 498 .76 7.5 93 |
| CO MP AN Y |
||||||||||
| Lan d - eho ld Fre |
Bui ldin and gs fix bui ldin tur es on gs Fre eho ld |
Tra ati ort nsp on - me ans |
chi Ma ner y - fur nit d o the ure an r ipm ent equ |
Sof tw are |
Fixe d a ts sse und er str uct ion con |
al Tot |
Lea sed of me ans ati tra ort nsp on |
f lea al o Tot seh ed ass old fix ets |
al P Tot ert y Pla rop and nt Equ ipm ent |
|
| Cos t 30 /06 /20 14 |
80. 597 .66 7 |
242 .57 6.1 82 |
1.4 98. 222 |
74. 532 .53 4 |
2.4 06. 277 |
7.4 06. 275 |
409 .01 7.1 58 |
2.8 78. 310 |
2.8 78. 310 |
41 1.8 95. 468 |
| ulat ed dep Acc iati um rec on |
0 | ( 1) 62. 890 .54 |
( ) 1.1 39. 142 |
( 3) 50. 346 .88 |
( ) 1.7 77. 890 |
0 | ( 55) 116 .15 4.4 |
( ) 1.4 14. 325 |
( ) 1.4 14. 325 |
( 80) 117 .56 8.7 |
| Net Co 30/ 06/ 201 4 st at as |
80. 597 .66 7 |
179 .68 5.6 41 |
359 .08 0 |
24. 185 .65 1 |
628 .38 7 |
7.4 06. 275 |
292 .86 2.7 03 |
1.4 63. 985 |
1.4 63. 985 |
294 .32 6.6 88 |
| Cos t 30 /06 /20 15 |
81. 181 .86 7 |
257 .10 7.9 65 |
1.4 98. 222 |
76. 468 .31 1 |
2.5 35. 715 |
0 | 418 .79 2.0 81 |
0 | 0 | 418 .79 2.0 81 |
| ulat ed dep Acc iati um rec on |
0 | ( 2) 71. 724 .32 |
( ) 1.2 87. 906 |
( 7) 54. 430 .22 |
( ) 1.9 67. 205 |
0 | ( 58) 129 .40 9.6 |
0 | 0 | ( 58) 129 .40 9.6 |
| Net Co 30/ 06/ 201 5 st at as |
81. 181 .86 7 |
185 .38 3.6 43 |
210 .31 6 |
22. 038 .08 4 |
568 .51 0 |
0 | 289 .38 2.4 23 |
0 | 0 | 289 .38 2.4 23 |
| Cos t 30 /06 /20 16 |
85. 148 .97 8 |
266 .29 1.3 02 |
81. 397 1.5 |
78. 712 .38 2 |
2.5 16. 868 |
704 .98 3 |
434 .95 5.9 13 |
0 | 0 | 434 .95 5.9 13 |
| Acc ulat ed dep iati um rec on |
0 | ( 81. 355 .12 8) |
( 1.2 33. 141 ) |
( 58. 707 .52 2) |
( 2.1 53. 071 ) |
0 | ( 143 .44 8.8 60) |
0 | 0 | ( 143 .44 8.8 60) |
| Co 30/ 06/ 201 6 Net st at as |
85. 148 .97 8 |
184 .93 6.1 74 |
348 .25 6 |
20. 004 .86 0 |
363 .79 7 |
704 .98 3 |
291 .50 7.0 53 |
0 | 0 | 291 .50 7.0 53 |
GROUP
Movement in fixed assets during the year for the Group is as follows: (amounts in Euro)
| GRO UP |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cos t |
Lan d - Fre eho ld |
Bui ldin and gs fix bui ldin tur es on gs eho ld Fre |
Tra ort atio nsp n - me ans |
Ma chi ner y - fur nitu nd oth re a er ipm ent equ |
Sof twa re |
Fixe d a ts sse und er ion str uct con |
al Tot |
Lea of tra sed me ans ort atio nsp n |
f lea Tot al o seh ed ass old fix ets |
Tot al P ert y Pla rop nd Equ nt a ipm ent |
| 0/0 6/2 Net Co st a t 3 014 s a |
131 .14 2.0 15 |
350 .57 4.7 43 |
1.6 37. 847 |
90. 289 .50 2 |
3.2 50. 355 |
8.6 78. 356 |
585 .57 2.8 18 |
2.8 78. 310 |
2.8 78. 310 |
588 .45 1.1 28 |
| - Ad ditio ns |
11.8 85. 623 |
56.0 29.5 50 |
7.27 0.28 4 |
9.39 4.2 61 |
256 .364 |
14.9 86. 548 |
99. 822 .63 0 |
0 | 0 | 99. 822 .63 0 |
| - De fers - tr crea ses ans |
(5.4 43) |
(1.0 24.9 02) |
(1.2 30.0 00) |
(1.7 15.3 26) |
(10 .538 ) |
(22 .695 .925 ) |
(26 .68 2.1 34) |
(2.8 78.3 10) |
(2.8 78. 310 ) |
(29 .56 0.4 44) |
| - Ex cha dif fere nge nce s Net Co st a t 3 015 |
(48 .508 ) 142 .97 3.6 87 |
0 405 .57 9.3 91 |
0 7.6 78. 131 |
(39 .435 ) 97. 929 .00 2 |
(1.3 84) 3.4 94. 797 |
(2.1 69) 966 .81 0 |
(91 .49 6) 658 .62 1.8 18 |
0 0 |
0 0 |
(91 .49 6) 658 .62 1.8 |
| 0/0 6/2 s a |
18 | |||||||||
| - Ad ditio ns |
5.37 0.7 56 |
78. 11.4 157 |
280 .613 |
21. 513 4.4 |
23. 505 |
13.0 05 4.5 |
26. 087 8 .54 |
0 | 0 | 26. 087 8 .54 |
| fers - De - tr crea ses ans |
(95 .735 ) |
(22 59) 7.7 |
(15 8.54 9) |
(82 0.04 3) |
(18 .847 ) |
(1.8 00. 330 ) |
(3. 121 .26 1) |
0 | 0 | (3. 121 .26 1) |
| cha dif fere - Ex nge nce s |
(10 5.6 18) |
(32 9.94 7) |
0 | (71 .794 ) |
(1.8 46) |
15.0 62 |
(49 44) 4.1 |
0 | 0 | (49 44) 4.1 |
| Net Co t 3 0/0 6/2 016 st a s a |
148 .14 3.0 90 |
416 .49 9.8 42 |
7.8 00. 195 |
101 .45 8.6 78 |
3.4 97. 610 |
3.6 94. 547 |
681 .09 3.9 62 |
0 | 0 | 681 .09 3.9 62 |
| Dep iati rec on |
||||||||||
| 0/0 6/2 Net Co st a t 3 014 s a |
0 | (79 72) .45 6.1 |
(1. 8) 278 .76 |
(57 64) .93 0.4 |
(2. 4) 516 .49 |
0 | (14 ) 1.1 81. 898 |
(1.4 ) 14. 325 |
(1.4 ) 14. 325 |
(14 ) 2.5 96. 223 |
| - Ad ditio ns |
0 | (13 .666 .599 ) |
(22 5.56 7) |
(6.5 84.9 73) |
(25 6.69 8) |
0 | (20 .73 3.8 37) |
(13 1.86 5) |
(13 1.8 65) |
(20 .86 02) 5.7 |
| - De fers - tr crea ses ans |
0 | 469 .807 |
16.4 00 |
665 .963 |
10.5 38 |
0 | 1.1 62. 708 |
1.54 6.19 0 |
1.5 46. 190 |
2.7 08. 898 |
| - Ex cha dif fere nge nce s |
0 | 4.2 60 |
0 | 7.68 4 |
415 | 0 | 12. 359 |
0 | 0 | 12. 359 |
| Net Co st a t 3 0/0 6/2 015 s a |
0 | (92 .64 8.7 04) |
(1.4 87. 935 ) |
(63 .84 1.7 90) |
(2. 762 .23 9) |
0 | (16 0.7 40. 668 ) |
0 | 0 | (16 0.7 40. 668 ) |
| - Ad ditio ns |
0 | (14 .800 .592 ) |
(34 6.95 0) |
(6.8 35. 252 ) |
(27 6.3 77) |
0 | (22 .25 9.1 72) |
0 | 0 | (22 .25 9.1 72) |
| fers - De - tr crea ses ans |
0 | 109 .776 |
158 .548 |
375 .63 1 |
15.4 61 |
0 | 659 .41 6 |
0 | 0 | 659 .41 6 |
| cha dif fere - Ex nge nce s |
0 | 20.3 25 |
0 | (5.0 57) |
(1.2 14) |
0 | 054 14. |
0 | 0 | 054 14. |
| Net Co t 3 0/0 6/2 016 st a s a |
0 | (10 7.3 19. 195 ) |
(1.6 76. 337 ) |
(70 .30 6.4 68) |
(3.0 24. 369 ) |
0 | (18 2.3 26. 369 ) |
0 | 0 | (18 2.3 26. 369 ) |
Movement in fixed assets during the year for the Company is as follows: (amounts in Euro)
| COM PAN Y |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cos t |
d - Lan eho ld Fre |
Bui ldin and gs fix bui ldin tur es on gs eho ld Fre |
atio Tra ort nsp n - me ans |
Ma chi ner y - fur nitu nd oth re a er ipm ent equ |
Sof twa re |
Fixe d a ts sse und er ion str uct con |
al Tot |
of tra sed Lea me ans atio ort nsp n |
f lea Tot al o seh ed ass old fix ets |
Tot al P ert y Pla rop nd Equ nt a ipm ent |
| Co t 3 0/0 6/2 014 Net st a s a |
80. 597 .66 7 |
242 6.1 82 .57 |
98. 222 1.4 |
532 .53 74. 4 |
2.4 06. 277 |
06. 275 7.4 |
409 .01 58 7.1 |
2.8 78. 310 |
2.8 78. 310 |
.89 68 411 5.4 |
| - Ad ditio ns |
584 .200 |
15.5 56.6 85 |
1.23 0.00 0 |
3.63 5.23 6 |
139 .976 |
7.18 5.68 6 |
28. 331 .78 3 |
0 | 0 | 28. 331 .78 3 |
| - De - tr fers crea ses ans |
0 | (1.0 24.9 02) |
(1.2 30.0 00) |
(1.6 99.4 59) |
(10 .538 ) |
(14 .59 1.96 1) |
(18 .55 6.8 60) |
(2.8 78.3 10) |
(2.8 78. 310 ) |
(21 .43 5.1 70) |
| dif fere - Ex cha nge nce s |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 0/0 6/2 Net Co st a t 3 015 s a |
81. 181 .86 7 |
257 .10 7.9 65 |
1.4 98. 222 |
76. 468 .31 1 |
2.5 35. 715 |
0 | 418 .79 2.0 81 |
0 | 0 | 418 .79 2.0 81 |
| - Ad ditio ns |
3.96 7.1 11 |
9.4 11.0 96 |
241 .723 |
3.04 6.10 4 |
0 | 704 .983 |
17. 371 .01 7 |
0 | 0 | 17. 371 .01 7 |
| - De fers - tr crea ses ans |
0 | (22 7.7 59) |
(15 8.54 8) |
(80 2.03 3) |
(18 .847 ) |
0 | (1. 207 .18 5) |
0 | 0 | (1. 207 .18 5) |
| - Ex cha dif fere nge nce s |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net Co t 3 0/0 6/2 016 st a s a |
85. 148 .97 8 |
266 .29 1.3 02 |
1.5 81. 397 |
78. 712 .38 2 |
2.5 16. 868 |
704 .98 3 |
434 .95 5.9 13 |
0 | 0 | 434 .95 5.9 13 |
| iati Dep rec on |
||||||||||
| Net Co t 3 0/0 6/2 014 st a s a |
0 | (62 .89 0.5 41) |
(1. 139 .14 2) |
(50 .34 6.8 83) |
(1. 777 .89 0) |
0 | (11 6.1 54. 455 ) |
(1.4 14. 325 ) |
(1.4 14. 325 ) |
(11 7.5 68. 780 ) |
| - Ad ditio ns |
0 | (9.3 03. 588 ) |
(16 5.16 4) |
(4.7 18.5 42) |
(19 9.8 53) |
0 | (14 .38 7.1 47) |
(13 1.86 5) |
(13 1.8 65) |
(14 .51 9.0 12) |
| - De fers - tr crea ses ans |
0 | 469 .807 |
16.4 00 |
635 .198 |
10.5 38 |
0 | 1.1 31. 943 |
1.54 6.19 0 |
1.5 46. 190 |
2.6 78. 132 |
| cha dif fere - Ex nge nce s |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net Co st a t 3 0/0 6/2 015 s a |
0 | (71 .72 4.3 22) |
(1. 287 .90 6) |
(54 .43 0.2 27) |
(1.9 67. 205 ) |
0 | (12 9.4 09. 658 ) |
0 | 0 | (12 9.4 09. 658 ) |
| - Ad ditio |
0 | 40. 582 |
3.78 | 89. 057 |
1.32 | .63 4.7 |
0 | .63 4.7 |
||
| ns - De fers - tr crea ses ans |
0 | (9.7 ) 109 .776 |
(10 3) 158 .548 |
(4.5 ) 311 .762 |
(20 7) 15.4 |
0 | (14 49) 595 .54 |
0 | 0 | (14 49) 595 .54 |
| - Ex cha dif fere nge nce s |
0 | 0 | 0 | 0 | 61 0 |
0 0 |
7 | 0 0 |
0 | 7 0 |
| Net Co st a t 3 0/0 6/2 016 s a |
0 | (81 .35 5.1 28) |
(1. 233 .14 1) |
(58 .70 7.5 22) |
(2. 153 .07 1) |
0 | (14 3.4 48. 860 ) |
0 | 0 | (14 3.4 48. 860 ) |
As at 30.06.2016, there are no liens on the Group's fixed assets.
The Group designated as investment property, investments in real estate buildings and land or part of them which could be measured separately and constituted a main part of the building or land under exploitation. The Group measures those investments at cost less any impairment losses and depreciations.
Summary information regarding those investments is as follows:
| (amounts in €) Location of asset |
Description – operation of asset | Income from rents | |||
|---|---|---|---|---|---|
| 01/07/2015- 30/06/2016 |
01/07/2014- 30/06/2015 |
||||
| Thessaloniki port | An area (parking space for 198 vehicles) on the first floor of a building, ground floor in the same building of 6.422,17 sq. m. area |
||||
| 57.536 | 43.152 | ||||
| Nea Efkarpia | Retail Shop | 9.000 | 6.750 | ||
| Rentis | Retail Shop | 24.000 | 18.000 | ||
| Total | 90.536 | 67.902 |
None of the subsidiaries had any investment properties until 30.6.2016.
Net book value of those investments for the Group and the Company is analyzed as follows:
| (amounts in €) | Investment Property | ||
|---|---|---|---|
| Cost 30/6/2015 | 11.506.612 | ||
| Accumulated depreciation | (5.387.891) | ||
| Net Book Value as at 30/6/2015 | 6.118.721 | ||
| Cost 30/6/2016 | 11.506.612 | ||
| Accumulated depreciation | (5.771.061) | ||
| Net Book Value as at 30/6/2016 | 5.735.551 |
Movements in the account for the year are as follows:
| (amounts in €) Cost |
Investment Property |
|---|---|
| Balance as at 30/6/2015 | 11.506.612 |
| - Additions | - |
| - Decreases – transfers | - |
| Balance as at 30/6/2016 | 11.506.612 |
| Depreciation | |
| Balance as at 30/6/2015 | (5.387.891) |
| - Additions | (383.170) |
| - Decreases – transfers | - |
| Balance as at 30/6/2016 | (5.771.061) |
It is estimated that fair values are not materially different from the ones disclosed in the Company's books regarding those assets.
| (amounts in €) | |||
|---|---|---|---|
| Company | Head offices | Participation rate |
Amount of participation |
| JUMBO TRADING LTD | Avraam Antoniou 9- 2330 Kato Lakatamia Nicosia - Cyprus |
100% | 11.074.190 |
| JUMBO EC.B LTD | Sofia, Bu.Bulgaria 51-Bulgaria | 100% | 127.104.299 |
| JUMBO EC.R SRL | Bucharest (administrative area 3, B-dul Theodor Pallady, number.51, building Centrul de Calcul, 5th floor ) |
100% | 68.908.540 |
| 207.087.029 |
The change of the investments in subsidiaries is as follows:
| (amounts in €) | 30/6/2016 | 30/6/2015 |
|---|---|---|
| Opening Balance | 187.087.027 | 141.378.564 |
| Share Capital Increase of subsidiaries | 20.000.002 | 45.708.463 |
| Closing Balance | 207.087.029 | 187.087.027 |
In June 2016, the subsidiary JUMBO EC. R S.R.L proceeded with a share capital increases of € 20m. On 30.06.2016 the subsidiary's share capital after the above increases amounts to € 68,91 m. The above increase was covered by 100% by the parent company.
In the separate financial statements, investments in subsidiaries are measured after initial recognition at their acquisition cost that is constituted by the fair value of the consideration less direct expenses, related to the acquisition of the investment, less any impairment losses that may arise.
| 3 0 / 6 / 20 16 |
3 0 / 6 / 20 15 |
|||||||
|---|---|---|---|---|---|---|---|---|
| in Am nts € ou |
As ts se ila b le for av a le ( fa ir sa lue ) va |
d ing Tra Se it ies cu r ( fa ir lue ) va |
d Loa ns an iva b les rec e ( at ort ize d am st ) co |
To ta l |
As ts se ila b le av a for le sa ( fa ir v lue ) a |
d ing Tra Se it ies cu r ( fa ir lue ) va |
Loa d ns an iva b les rec e ( at ize ort d am ) st co |
To ta l |
| F ina ia l A ts nc sse |
||||||||
| F ina ia l a ts a ila b le for le nc sse va sa |
7. 87 6.1 42 |
- | - | 7. 87 6.1 42 |
10 37 7. 3 48 |
- | - | 10 37 7. 3 48 |
| ic Lo te tr te d ba nk ts ng rm re s ac co un |
- | - | 9 65 0 20 |
9 65 0 20 |
- | - | 95 2. 9 0 3 |
95 2. 9 0 3 |
| iva Tra de de b tor nd the r tr de b les s a o a re ce |
- | - | 3. 85 0. 3 28 |
3. 85 0. 3 28 |
- | - | 3. 0 42 47 4 |
3. 0 42 47 4 |
| O the r R iva b les ec e |
- | - | 3 41 31 11 1 |
3 41 31 11 1 |
- | - | 87 0 6 8 11 .5 |
87 0 6 8 11 .5 |
| Tra d ing it ies se cu r |
- | 8.1 6. 42 0 5 |
- | 8.1 6. 42 0 5 |
- | 91 20 5. 1.1 |
- | 91 20 5. 1.1 |
| Ca h a nd h e iva len ts s ca s qu |
- | - | 3 9 4.7 3 2. 6 8 6 |
3 9 4.7 3 2. 6 8 6 |
- | - | 29 8. 91 8. 40 8 |
29 8. 91 8. 40 8 |
| F ina ia l A ts nc sse |
7. 87 6.1 42 |
8.1 5 6. 42 0 |
41 0. 8 8 9. 3 45 |
42 6. 9 21 9 07 |
10 37 7. 3 48 |
5. 91 1.1 20 |
31 4.5 0 0. 85 3 |
3 3 0.7 8 9. 3 21 |
The table above includes, per category, only financial assets under the relative definitions provided in IFRS. However, the aforementioned analysis can differ, on case basis, from the relative accounts presented in the Financial Statements.
| 3 0 / 6 / 20 16 |
3 0 / 6 / 20 15 |
|||||||
|---|---|---|---|---|---|---|---|---|
| Am nts in € ou |
As ts se ila b l av a for le e sa ( fa ir ) lue va |
d ing Tra Se it ie cu r ( fa ir s lue ) va |
Loa d ns an iva b les rec e ( at ort ize d am ) st co |
To ta l |
As ts se ila b le for av a le sa ( fa ir v lue ) a |
d ing Tra Se it ie cu r ( fa ir s lue ) va |
d Loa ns an iva b les ( at rec e ize d ort am lue ) va |
To ta l |
| ina ia l A ts F nc sse |
||||||||
| Tra de de b tor nd the r tr de iva b les s a o a re ce |
- | - | 4.5 8 0. 24 6 |
4.5 8 0. 24 6 |
- | - | 29 24 2. 35 8 |
29 24 2. 35 8 |
| O the r R iva b les ec e |
- | - | 9. 9 21 .5 91 |
9. 9 21 .5 91 |
- | - | 9. 87 1.5 77 |
9. 87 1.5 77 |
| Bo nd s |
- | 8.1 5 6. 42 0 |
- | 8.1 5 6. 42 0 |
- | 5. 91 1.1 20 |
- | 5. 91 1.1 20 |
| Ca h a nd h e iva len ts s ca s qu |
- | - | 21 3. 43 3. 35 5 |
21 3. 43 3. 35 5 |
- | - | 16 9. 8 9 3. 07 3 |
16 9. 8 9 3. 07 3 |
| ina ia l A F ts nc sse |
- | 8.1 6. 42 0 5 |
22 9 35 9 2 7. .1 |
23 6. 0 91 61 2 |
- | 91 20 5. 1.1 |
20 9. 0 07 0 0 8 |
21 4. 91 8.1 28 |
The table above includes, per category, only financial assets under the relative definitions provided in IFRS. However, the aforementioned analysis can differ, on case basis, from the relative accounts presented in the Financial Statements.
| THE GROUP | ||||
|---|---|---|---|---|
| 30/06/2016 | 30/06/2015 | |||
| Amounts in € | Other Financial Liabilities (at amortized cost) |
Other Financial Liabilities (at amortized cost) |
||
| Financial Liabilities | ||||
| Other long term liabilities | 5.652.744 | 12.950.464 | ||
| Trade and other payables | 38.796.020 | 51.143.674 | ||
| Loans | 144.370.143 | 146.794.039 | ||
| Other current liabilities | 37.659.770 | 28.952.889 | ||
| 226.478.677 | 239.841.066 | |||
| THE COMPANY | ||||
| 30/06/2016 | 30/06/2015 | |||
| Amounts in € | Other Financial Liabilities (at amortized cost) |
Other Financial Liabilities (at amortized cost) |
||
| Financial Liabilities | ||||
| Other long term liabilities | - | 28.472 | ||
| Trade and other payables | 37.654.818 | 51.378.448 | ||
| Loans | 144.189.979 | 146.586.179 | ||
| Other current liabilities | 27.605.790 | 35.039.848 | ||
| 209.450.587 | 233.032.947 |
The tables above include, as far as both – the Group and the Company are concerned – per category, only financial liabilities under the relative definitions provided in IFRS. However, the aforementioned analysis can differ, on case basis, from the relative accounts presented in the Financial Statements.
The financial assets available for sale are presented in the below table:
| Amounts in € | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | ||
| Conversion of deposits into Bank of Cyprus shares |
4.010.759 | 5.284.445 | - | - | |
| Investments in shares of listed companies | 3.865.383 | 5.092.903 | - | - | |
| Total assets available for sale | 7.876.142 | 10.377.348 | - | - |
| Analysis for the fiscal year: | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| Amounts in € | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Opening balance | 10.377.348 | 6.503.935 | - | - | |
| Additions | - | 6.268.187 | - | - | |
| Sales | - | - | - | - | |
| Gains/(losses) on measurement of financial assets available for sale |
(2.501.206) | (2.394.774) | - | - | |
| Impairment | - | - | - | - | |
| Closing Balance | 7.876.142 | 10.377.348 | - | - |
Trading securities and derivatives are analysed below as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Bonds | 8.156.420 | 5.911.120 | 8.156.420 | 5.911.120 |
| Total | 8.156.420 | 5.911.120 | 8.156.420 | 5.911.120 |
| Analysis for the fiscal year: | THE GROUP | THE COMPANY | ||
| Amounts in € | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Opening balance | 5.911.120 | 8.566.160 | 5.911.120 | 8.566.160 |
| Sales | - | - | - | - |
| Profits/(losses) on measurement of financial assets at fair value |
||||
| through profit and loss | 2.245.300 | (2.655.040) | 2.245.300 | (2.655.040) |
| Closing Balance | 8.156.420 | 5.911.120 | 8.156.420 | 5.911.120 |
The Company and the Group trade portfolio includes investments in corporate bonds issued by ELPE (Hellenic Petroleum), listed on Luxemburg Stock exchange.
The table below presents the financial instruments measured at fair value in the statement of financial position, in a fair value measurement hierarchy. According to the hierarchy in fair value measurement, financial assets and liabilities are grouped into three levels based on the importance of data input on the measurement of their fair value. The fair value hierarchy has the following three levels:
Level 1: inputs as a quoted price in an active market for an identical asset or liability.
Level 2 : inputs other than Level 1 that are observable for financial assets or liabilities either directly (e.g. market price) or indirectly (arising from market prices) and
Level 3: inputs for assets or liabilities not based on observable market input (unobservable inputs).
The level for each financial asset or liability is introduced based on the lowest level of the overall fair value.
Financial assets and liabilities measured at fair value in the statement of financial position are categorized in the fair value hierarchy as follows:
| THE GROUP | ||||||
|---|---|---|---|---|---|---|
| Amounts in € | Valuation at fair value at the end of the reporting fiscal year using: | |||||
| 30/6/2016 | Level 1 | Level 2 | Level 3 | |||
| Description | ||||||
| -Bonds | 8.156.420 | 8.156.420 | - | - | ||
| -Shares | 7.876.142 | 7.876.142 | - | - | ||
| Total asset at fair value | 16.032.562 | 16.032.562 | - | - | ||
| THE GROUP | ||||||
| Amounts in € | Valuation at fair value at the end of the reporting fiscal year using: | |||||
| Description | 30/6/2015 | Level 1 | Level 2 | Level 3 | ||
| -Bonds | 5.911.120 | 5.911.120 | - | - | ||
| -Shares | 10.377.348 | 10.377.348 | - | - | ||
| Total asset at fair value | 16.288.468 | 16.288.468 | - | - | ||
| THE COMPANY | ||||||
| Amounts in € | Valuation at fair value at the end of the reporting fiscal year using: | |||||
| 30/6/2016 | Level 1 | Level 2 | Level 3 | |||
| Description | ||||||
| -Bonds | 8.156.420 | 8.156.420 | - | - | ||
| -Shares | - | - | - | - | ||
| Total asset at fair value | 8.156.420 | 8.156.420 | - | - | ||
| THE COMPANY | ||||||
| Amounts in € | Valuation at fair value at the end of the reporting fiscal year using: | |||||
| 30/6/2015 | Level 1 | Level 2 | Level 3 | |||
| Description | ||||||
| -Bonds | 5.911.120 | 5.911.120 | - | - | ||
| -Shares | - | - | - | - | ||
| Total asset at fair value | 5.911.120 | 5.911.120 | - | - |
Listed bonds are valued at the closing price on the reporting date.
Listed shares are valued at the closing price on the reporting date.
Listed shares of the Group concern shares at the Bank of Cyprus which are held by the subsidiary Jumbo Trading Limited. 47,5% of the uninsured deposits of the subsidiary Jumbo Trading Ltd at the Bank of Cyprus has been converted, following the decision of the Eurogroup in March 2013 into 27.099.720 ordinary shares of the Bank of Cyprus which are valued based on the closing price on 30.06.2016 and are included in Level 1. During fiscal year 2014/2015, the subsidiary company Jumbo Trading Ltd acquired additional 26.117.453 shares of the Bank of Cyprus of total value € 6.268.188. The price of the share as at 30.06.2016 was € 0,148 given the shares valuation, and a loss of € 2.501.207 has arisen recorded in the statement of other comprehensive income in the Financial Statements.
The balance of the account is analysed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other long term receivables | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| (amounts in euro) | ||||
| Guarantees | 6.709.142 | 6.704.086 | 6.692.111 | 6.686.556 |
| Prepaid expenses | 10.430.022 | 11.054.992 | 732.981 | 803.716 |
| Total | 17.139.164 | 17.759.078 | 7.425.092 | 7.490.272 |
The sum of «Guarantees» relates to long term guarantees, which will be collected or returned after the end of the next financial year.
The amount of prepaid expenses refers to long-term prepaid store rentals. The amount includes an amount of € 8.194.748 out of € 10.000.000 as an advance payment of future rents that the subsidiary company Jumbo Trading made for a hyper store in a mall in a central area in Paphos. In order to guarantee the above the subsidiary has received a letter of guarantee. Relevant information is provided in Note 5.31 below.
Fair value of these receivables does not differ significantly from the one presented in the Financial Statements and is subject to re-evaluation on an annual basis.
Analysis of inventory is as follows:
| (amounts in euro) | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | ||
| Merchandise | 196.780.190 | 197.792.010 | 172.023.416 | 172.697.801 | |
| Total | 196.780.190 | 197.792.010 | 172.023.416 | 172.697.801 | |
| Total net realizable value | 196.780.190 | 197.792.010 | 172.023.416 | 172.697.801 |
Inventories are stated at cost or net realizable value, whichever is lower.
Compared to the previous financial year, the method of determining the purchase price of the inventory has not been changed.
The Company has set a number of criteria to provide credit to clients which generally depend on the size of the client activities and an estimation of relevant financial information. At each reporting date all overdue or doubtful debts are reviewed so that it is decided whether it is necessary or not to make a relevant provision for doubtful debts. Any deletion of trade debtors' balances is charged to the existing provision for doubtful debts. Credit risk arising from trade debtors and checks receivable is limited, given that it is certain they will be collected and they are appropriately liquidated.
Analysis of trade debtors and other trade receivables is as follows:
| Customers and other trade receivables |
THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| (amounts in euro) | 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | |
| Customers | 3.130.514 | 1.759.632 | 3.836.730 | 27.936.505 | |
| Notes receivable | 38.000 | 192.768 | 38.000 | 192.768 | |
| Cheques receivable | 705.516 | 1.113.776 | 705.516 | 1.113.085 | |
| Less: Impairment Provisions | (23.702) | (23.702) | - | - | |
| Net trade Receivables | 3.850.328 | 3.042.474 | 4.580.246 | 29.242.358 | |
| Advances for inventory | |||||
| purchases | 28.722.787 | 12.504.037 | 28.722.787 | 12.504.037 | |
| Total | 32.573.115 | 15.546.511 | 33.303.033 | 41.746.395 |
Analysis of provisions is as follows:
| (amounts in euro) | THE GROUP | THE COMPANY |
|---|---|---|
| Balance as at 1st July 2014 | 104.876 | 24.246 |
| Reversal of provisions for the year |
(81.174) | (24.246) |
| Additional provisions for the year Exchange differences |
- - |
- - |
| Balance as at 30th June 2015 | 23.702 | - |
| Reversal of provisions for the year |
- | - |
| Additional provisions for the year | - | - |
| Exchange differences | - | - |
| Balance as at 30th June 2016 | 23.702 | - |
All amounts of the above receivables are short-term. The carrying value of the trade receivables is considered to be approximately equal to the fair value. The total net receivables from customers excludes overdue receivables beyond the credit period given by the Group's management to those claims.
The expected time for collection of receivables that are not impaired is presented in the following table:
| (amounts in euro) | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | ||
| Expected collection period: | |||||
| Less than 3 months | 3.431.630 | 2.633.419 | 4.161.548 | 28.833.303 | |
| Between 3 and 6 months | 53.845 | 43.303 | 53.845 | 43.303 | |
| Between 6 months and 1 year |
364.853 | 146.334 | 364.853 | 146.334 | |
| More than 1 year | - | 219.418 | - | 219.418 | |
| Total | 3.850.328 | 3.042.474 | 4.580.246 | 29.242.358 |
Other receivables are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other receivables | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| (amounts in euro) | ||||
| Sundry debtors | 4.561.875 | 2.796.745 | 3.957.841 | 1.968.088 |
| Receivables from the State | 34.436.020 | 25.291.372 | 34.363.503 | 21.090.249 |
| Other receivables | 5.455.961 | 5.162.823 | 5.449.290 | 5.172.828 |
| Net receivables | 44.453.856 | 33.250.940 | 43.770.634 | 28.231.165 |
As shown in the above table, the total amount of other receivables includes receivables of the Group:
a) From other receivables, pertaining mostly to receivables of the parent company from advance payments of rentals.
b) From amounts owed to the parent company by the Greek State in connection with advance payment of income tax for the current year and withheld taxes to the subsidiary Jumbo EC.R. SRL € 29.839 and Jumbo EC.B. amount € 42.678.
c) From sundry debtors deriving from advances to accounts for debtors (such as custom clearers), cash facilities to personnel, insurance receivables.
Other current assets pertain to the following:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Other current assets | 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | |
| (amounts in euro) | |||||
| Prepaid expenses | 908.052 | 3.086.340 | 143.371 | 2.189.501 | |
| Accrued income | 1.323.475 | 541.160 | 514.460 | 541.160 | |
| Discounts on purchases under arrangement |
101 | 2.191.569 | 101 | 2.191.569 | |
| Total | 2.231.628 | 5.819.069 | 657.932 | 4.922.230 |
Other current assets mostly pertain to expenses of subsequent years as well as accrued financial income.
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Restricted bank deposits | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Long Term restricted bank deposits | 965.020 | 952.903 | - | - |
| Total | 965.020 | 952.903 | - | - |
The amount of € 965.020 on 30.6.2016 concerns a collateral in the form of restricted bank deposits to secure bank overdrafts of the subsidiary company Jumbo Trading Ltd.
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Cash and cash equivalents | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| (amounts in euro) | |||||
| Cash in hand | 2.959.168 | 4.031.446 | 2.500.579 | 3.582.257 | |
| Bank account balances | 4.264.832 | - | 4.264.832 | - | |
| Sight and time deposits | 387.508.686 | 294.886.962 | 206.667.944 | 166.310.816 | |
| Total | 394.732.686 | 298.918.408 | 213.433.355 | 169.893.073 |
Time deposits pertain to short term investments of high liquidity. The interest rate for time deposits for the Group was 1,00% - 3,30%, while for sight deposits it was 0,50%-1,60%.
Following the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.", (analytical information is provided in Note 5.19), the Company and the Group cash available increased by € 14.396.721.
| (amounts in euro except from shares) | Number of shares |
Nominal share value |
Value of ordinary shares (Share Capital) |
|
|---|---|---|---|---|
| Balance as at July 1st 2014 | 136.059.759 | 1,19 | 161.911.113 | |
| Balance as at 30th June 2015 | 136.059.759 | 1,19 | 161.911.113 | |
| Share capital increase through capitalization of reserves |
- | 4.039 | ||
| Share Capital Decrease due to merger | - | (43.261.365) | ||
| Share capital increase by the contributed of the absorbed Tanosirian S.A. |
- | 1.078.800 | ||
| Balance as at 30th June 2016 | 136.059.759 | 0,88 | 119.732.588 |
The share capital of the Company as at 30.06.2016 amounted to € 119.732.587,92, divided into 136.059.759 common nominal shares with the nominal value of eighty eight cents (0,88) each. The share capital of the Company as at 30.06.2015 amounted to € 161.911.113,21, divided into 136.059.759 common nominal shares with the nominal value of one Euro and nineteen cents (1,19) each.
This change occurred due to the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.", which was approved by the prot. No. 58238/02.06.2016 decision of the Hellenic Ministry of Economy, Development and Tourism and was filed at the "General Electronic Commercial Registry (G.E.MI.)" on the same day with the Number 640856. The Managing Committee of the Hellenic Exchange on its meeting held on 30.06.2016 approved the introduction and the trading of the 36.354.088 new ordinary shares with voting rights that came as a result of the Merger and was informed about the change of the nominal value of the Company from EUR 1.19 to EUR 0.88. The trading of the aforementioned new ordinary shares with voting rights of the Company, of nominal value of EUR 0.88, began on 04.07.2016
The analysis of share premium and other reserves figures of 30.06.2016 is as follows:
| ( nts in ) am ou eu ro |
S ha ium re pre m |
Leg l re a se rve |
ir va t fa Re se rve s a lue |
fre Ta e res x erv es |
Ext rd ina ry res rao erv es |
l res Sp ia ec erv es |
O the r res erv es |
To f ot ta l o he r res erv es |
To ta l |
|---|---|---|---|---|---|---|---|---|---|
| Ba lan at J ly 1st ce u 20 14 |
7.7 0 2. 07 8 |
3 2.1 3 6. 23 5 |
2. 9 8 0. 9 6 9 |
1.7 97 9 44 |
3 0 2. 9 07 22 7 |
( 35 1. 37 8 ) |
- | 3 3 9. 47 0. 9 9 6 |
3 47 .17 3. 07 4 |
| C ha in the ng es ye ar |
- | 3. 97 4.5 6 8 |
( 2. 3 9 4.7 7 4 ) |
- | 21 0 8 9. 26 2 |
( 5 0 3. 81 5 ) |
- | 22 .1 65 24 2 |
22 .1 65 24 2 |
| Ba lan at 3 0th ce Ju 20 15 ne |
7.7 0 2. 07 8 |
3 6.1 10 8 0 3 |
5 8 6.1 95 |
1.7 97 9 44 |
3 23 9 9 6. 48 9 |
( 85 5.1 9 2 ) |
- | 3 61 6 3 6. 24 0 |
3 6 9. 3 3 8. 31 8 |
| C ha in the ng es f ina ia l ye nc ar |
|||||||||
| 42 29 3.1 29 |
5. 85 3. 26 4 |
( 2.5 01 20 6 ) |
- | 7 2.7 87 .5 28 |
( 97 1.1 18 ) |
- | 75 .1 6 8. 46 8 |
117 46 1.5 9 6 |
|
| lan at 3 0 th Ba ce 20 16 Ju ne |
49 9 95 20 7 |
41 9 6 4. 0 6 8 |
( 91 01 ) 1. 5. 1 |
97 9 44 1.7 |
3 9 6.7 8 4. 01 7 |
( 8 26 31 0 ) 1. |
- | 43 6. 8 0 4.7 07 |
48 6.7 9 9. 91 4 |
| ( in ) nts am ou eu ro |
ium S ha re pre m |
Leg l re a se rve |
Re ir va t fa se rve s a lue |
Ta fre e res x erv es |
Ext rd ina ry res rao erv es |
l res Sp ia ec erv es |
O the r res erv es |
f ot To ta l o he r res erv es |
To ta l |
|---|---|---|---|---|---|---|---|---|---|
| lan ly 20 14 Ba at J 1st ce u |
0 2. 07 8 7.7 |
3 2.1 3 6. 23 5 |
- | 97 9 44 1.7 |
3 0 2. 9 07 22 7 |
( 3 49 3 ) .55 |
- | 3 3 6. 49 85 3 1. |
3 44 9 3. 9 31 .1 |
| in C ha the ng es ye ar |
- | 3. 6 8 6.7 0 9 |
- | - | 21 0 8 9. 26 3 |
( ) 5 0 2. 9 42 |
- | 24 27 3. 0 3 0 |
24 27 3. 0 3 0 |
| Ba lan at 3 0th J 20 15 ce un e |
7.7 0 2. 07 8 |
35 8 22 9 44 |
- | 1.7 97 9 44 |
3 23 9 9 6. 48 9 |
( 85 2. 49 5 ) |
- | 3 6 0.7 6 4. 8 8 2 |
3 6 8. 46 6. 9 6 0 |
| C ha in the f ina ia l ye ng es nc ar |
42 29 3.1 29 |
5. 23 1. 9 0 2 |
- | - | 7 2.7 87 .5 28 |
( 97 9.7 0 6 ) |
- | 77 0 3 9.7 24 |
119 3 3 2. 85 3 |
| Ba lan at 3 0th J 20 16 ce un e |
49 9 95 20 7 |
41 05 4. 8 46 |
- | 1.7 97 9 44 |
3 9 6.7 8 4. 01 7 |
( ) 1. 8 3 2. 20 1 |
- | 43 7. 8 0 4. 6 0 6 |
48 7.7 9 9. 81 3 |
Accounts in the tables below have been calculated based on the financial and actuarial assumptions using the Projected Unit Credit Method. Relevant calculations have taken into account the amount of retirement compensation provided for by Law 2112/20 (as amended by the L.4093/12).
The following table analyzes the amounts recognized in the financial statements of the Group and the Company as at 30.6.2016 as well as the restated amounts as at 30.6.2015.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Present value of non-financed liabilities | 7.448.903 | 5.775.652 | 7.420.844 | 5.745.038 |
| Fair value of plan assets | - | - | - | - |
| Net liability recognized in the statement | ||||
| of financial position | 7.448.903 | 5.775.652 | 7.420.844 | 5.745.038 |
| Amounts recognized in the statement of | ||||
| total comprehensive income | ||||
| Cost of current service | 506.673 | 428.442 | 500.243 | 423.549 |
| Interest on liability / (asset) | 153.037 | 153.633 | 151.645 | 152.561 |
| Recognition of total handling fee | - | - | - | - |
| Ordinary expense in the statement of | ||||
| total comprehensive income | 659.710 | 582.075 | 651.888 | 576.110 |
| Recognition of past service cost | - | - | - | |
| Cost of cuts / settlements / termination | ||||
| Benefits | 979.155 | 535.765 | 979.155 | 535.765 |
| Other expense / (income) | - | - | - | - |
| Total expense in the statement of total | ||||
| comprehensive income | 1.638.865 | 1.117.840 | 1.631.043 | 1.111.875 |
| Change in the present value of the | ||||
| liability | ||||
| Present value of the liability at the | ||||
| beginning of the year | 5.775.652 | 4.701.362 | 5.745.038 | 4.679.185 |
| Cost of current service | 506.673 | 428.442 | 500.243 | 423.549 |
| Interest expense Benefits paid by the employer |
153.037 (1.384.617) |
153.633 (726.200) |
151.645 (1.383.782) |
152.561 (725.674) |
| Cost of cuts / settlements / termination | ||||
| Benefits | 979.155 | 535.765 | 979.155 | 535.765 |
| Past service cost | - | - | - | - |
| Actuarial loss / (gain) -financial | ||||
| assumptions | 1.647.860 | 725.263 | 1.655.836 | 724.288 |
| Actuarial loss / (gain) –demographic | ||||
| assumptions | 1.550 | 86 | - | - |
| Actuarial loss / (gain) | (230.407) | (42.699) | (227.291) | (44.636) |
| Present value of the liability at the end of | ||||
| the year | 7.448.903 | 5.775.652 | 7.420.844 | 5.745.038 |
| Change in the net liability recognized in | ||||
| the balance sheet | ||||
| Net liability at the beginning of the year | 5.775.652 | 4.701.362 | 5.745.038 | 4.679.185 |
| Employer's contribution | - | - | - | - |
| Benefits paid by the employer | (1.384.617) | (726.200) | (1.383.782) | (725.674) |
| Total expense recognized in the | ||||
| statement of total comprehensive | ||||
| income | 1.638.865 | 1.117.840 | 1.631.043 | 1.111.875 |
| Total amount recognized in equity | 1.419.003 | 682.650 | 1.428.545 | 679.652 |
| Net liability at year end | 7.448.903 | 5.775.652 | 7.420.844 | 5.745.038 |
| Aggregate amount to equity (before tax) | (2.590.108) | 1.155.019 | (2.580.566) | 1.152.021 |
The key actuarial assumptions used are as follows:
| 30/06/2016 | 30/06/2015 | |
|---|---|---|
| Discount interest rate | 1,50% | 2,66% |
| Inflation | 1,75% | 1,75% |
| Increase in salaries and wages | 1,75% | 1,75% |
| Duration of liabilities | 22,76 | 22,64 |
The subsidiary Jumbo Trading Ltd has not formed a provision because it operates a defined contribution scheme, that of the Jumbo Trading Society, which is funded separately and publishes its own financial statements. Employees are entitled to certain benefits upon retirement or early termination of service.
The sensitivity analysis of key assumptions used are given below:
| THE GROUP & THE COMPANY | ||
|---|---|---|
| 30/6/2016 | 30/6/2015 | |
| Discount rate plus 0,25% -% Change in Liabilities P.V. | -5,30% | -5,30% |
| Discount rate minus 0,25% -% Change in Liabilities P.V. | 5,70% | 5,60% |
| Assumption of wage increase plus 0,25% -% Change in Liabilities P.V. | 5,70% | 5,60% |
| Assumption of wage increase minus 0,25% -% Change in Liabilities P.V. | -5,30% | -5,30% |
The benefits provided to the personnel of the Group and the Company are analyzed as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 | |
| Salaries, wages and allowances social security contributions |
78.931.255 | 79.568.657 | 63.550.108 | 65.955.638 | |
| Termination of service expenses | 1.383.782 | 725.674 | 1.383.782 | 725.674 | |
| Other employee benefits | 649.989 | 401.616 | 568.903 | 320.501 | |
| Provision for compensation to personnel due to retirement |
102.046 | 238.533 | 95.616 | 233.640 | |
| Total | 81.067.072 | 80.934.480 | 65.598.409 | 67.235.453 |
The total of the above expenses has been allocated to distribution costs and administrative expenses in the statement of total comprehensive income.
Long term loan liabilities of the Group and the Company are analyzed as follows:
| Loans | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Long term loan liabilities | ||||
| Bond loan non-convertible to shares |
144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
| Total | 144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
On 21.05.2014 a common bond loan agreement was signed, between the parent company and a financial institution, for five years with a maximum amount of up to € 145 million on favorable terms for the Company. The interest rate on 30.06.2016 was 6 - month euribor + 4% margin. The loan will be fully
repaid at maturity.
Maturity of long term loans is analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| From 1 to 2 years | - | - | - | - |
| From 2 to 5 years | 144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
| After 5 years | - | - | - | - |
| 144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
Short- term loan liabilities are analysed as follows:
| (amounts in euro) | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Short- term loan liabilities | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Overdraft account | 180.164 | 2.877.527 | - | 2.669.667 |
| Total | 180.164 | 2.877.527 | - | 2.669.667 |
The Company signed an overdraft agreement, covering its working capital requirements. On 30.06.2016, Jumbo Trading Ltd had unused cash facilities amounting to € 734.646 (2015: 992.142).
The Group's οther long term liabilities are analyzed as follows:
| (amounts in euro) | THE GROUP | THE GROUP | THE COMPANY | THE COMPANY |
|---|---|---|---|---|
| Liabilities to creditors | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Opening balance | 12.590.815 | - | - | - |
| Additions | - | 12.590.815 | - | - |
| Reductions | (6.938.071) | - | - | - |
| Total | 5.652.744 | 12.590.815 | - | - |
| Guarantees obtained | ||||
| Opening balance | 359.649 | 84.298 | 28.472 | 77.051 |
| Additions | 67.983 | 325.275 | 2.000 | 1.200 |
| Reductions | (266.016) | (49.924) | (1.200) | (49.779) |
| Total Guarantees | 161.616 | 359.649 | 29.272 | 28.472 |
| Total | 5.814.360 | 12.950.464 | 29.272 | 28.472 |
Deferred tax liabilities as deriving from temporary tax differences are as follows:
| THE GROUP | |||||
|---|---|---|---|---|---|
| 30/06/2016 | 30/06/2015 | ||||
| (amounts in euro) | Asset | Liability | Asset | Asset | |
| Non-current assets | |||||
| Tangible assets | - | 10.278.945 | - | 8.714.972 | |
| Tangible assets from financial leases | - | - | - | - | |
| Other non-current assets (available for sale financial assets) |
- | - | - | - | |
| Current Assets Financial assets at fair value through profit and loss account -Trading securities |
- | - | 297.657 | - | |
| Equity | |||||
| Share Capital Increase expenses | 235.909 | - | 169.034 | - | |
| Deferred tax of the IAS 19 | 751.253 | - | 302.586 | - | |
| Lon term liabilities | |||||
| Provisions | 15.740 | - | 12.393 | - | |
| Benefits to employees | 1.411.790 | - | 1.202.296 | - | |
| Long-term loans | - | 234.906 | - | 263.406 | |
| Offsetting | 291.113 | - | - | - | |
| Total | 2.705.805 | 10.513.851 | 1.983.966 | 8.978.378 | |
| Deferred tax liability | 7.808.046 | 6.994.412 |
For the Company, the respective accounts are analyzed as follows:
| THE COMPANY | ||||
|---|---|---|---|---|
| 30/06/2016 | 30/06/2015 | |||
| (amounts in euro) | Asset | Liability | Asset | Liability |
| Non-current assets | ||||
| Tangible assets | - | 10.155.121 | - | 8.647.910 |
| Tangible assets from financial leases | - | - | - | - |
| Other non-current assets (available for sale financial | ||||
| assets) | - | - | - | - |
| Current Assets | ||||
| Financial assets at fair value through profit and loss | ||||
| account -Trading securities | - | - | 297.657 | - |
| Equity Share Capital Increase expenses |
235.909 | - | 169.034 | - |
| Deferred tax of the IAS 19 | 748.364 | - | 299.525 | - |
| Long term liabilities | ||||
| Provisions | - | 572 | - | - |
| Benefits to employees | 1.403.681 | - | 1.194.184 | - |
| Long-term loans | - | 234.906 | - | 263.406 |
| Offsetting | 291.113 | - | - | - |
| Total | 2.679.067 | 10.390.599 | 1.960.400 | 8.911.316 |
| Deferred tax liability | 7.711.532 | 6.950.916 |
Provisions regarding the Group and the Company are recognized if there are current legal or constructive obligations resulting from past events, with the possibility that they can be settled through outflows of resources and the liability can be reliably estimated. Provisions concern potential tax obligations for unaudited fiscal years and litigations that the Company is not likely to win. The analysis is as follows:
| THE GROUP | ||||
|---|---|---|---|---|
| Provisions for contingent tax liabilities for fiscal years uninspected by the tax authorities |
Provisions for pending law cases |
Total | ||
| (amounts in euro) | ||||
| Balance as at 30th June 2014 | 175.822 | 115.050 | 290.872 | |
| Additional provisions for the year | 70.229 | 70.229 | ||
| Used provisions for the year | (11.620) | (115.050) | (126.670) | |
| Balance as at 30th June 2015 | 164.202 | 70.229 | 234.431 | |
| Additional provisions for the year | - | 1.109 | 1.109 | |
| Used provisions for the year | - | - | - | |
| Balance as at 30th June 2016 | 164.202 | 71.338 | 235.540 |
| THE COMPANY | |||||
|---|---|---|---|---|---|
| Provisions for contingent tax liabilities for fiscal years uninspected by the tax authorities |
Provisions for pending law cases |
Total | |||
| (amounts in euro) | |||||
| Balance as at 30th June 2014 | 146.708 | 115.050 | 261.758 | ||
| Additional provisions for the year | - | 70.229 | 70.229 | ||
| Used provisions for the year | - | (115.050) | (115.050) | ||
| Balance as at 30th June 2015 | 146.708 | 70.229 | 216.937 | ||
| Additional provisions for the year | - | - | |||
| Used provisions for the year | - | - | |||
| Balance as at 30th June 2016 | 146.708 | 70.229 | 216.937 |
The balance of the account is analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Trade and other payables | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| (amounts in euro) | ||||
| Suppliers | 11.003.248 | 11.476.769 | 9.862.047 | 11.711.543 |
| Notes payable & promissory notes | 508.821 | 116.820 | 508.821 | 116.820 |
| Cheques payable | 27.283.950 | 39.550.085 | 27.283.950 | 39.550.085 |
| Advances from trade debtors | 264.165 | 262.354 | 264.037 | 262.026 |
| Total | 39.060.184 | 51.406.028 | 37.918.855 | 51.640.474 |
The analysis of tax liabilities is as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Current tax liabilities | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| (amounts in euro) | ||||
| Income tax Liabilities | 44.007.164 | 33.348.894 | 38.693.958 | 31.310.547 |
| Other taxes liabilities | 7.416.628 | 6.661.902 | 2.877.758 | 2.546.084 |
| Total | 51.423.792 | 40.010.796 | 41.571.716 | 33.856.631 |
Deferred tax is not included in current tax liabilities.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other short term liabilities (amounts in euro) |
30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Suppliers of fixed assets | 9.712.930 | 11.094.065 | 2.087.761 | 1.517.843 |
| Salaries payable to personnel | 2.195.791 | 1.261.990 | 1.517.653 | 706.151 |
| Sundry creditors | 6.944.133 | 8.445.346 | 5.504.699 | 4.518.892 |
| Social security liabilities | 1.831.492 | 2.513.910 | 1.521.376 | 2.232.020 |
| Interest coupons payable | 31.535 | 31.658 | 31.535 | 31.658 |
| Dividends payable | 11.063.695 | 42.535 | 11.063.695 | 42.535 |
| Accrued expenses | 2.469.973 | 5.458.993 | 2.469.973 | 5.183.533 |
| Other liabilities | 3.410.221 | 104.392 | 3.409.098 | 20.807.216 |
| Total | 37.659.770 | 28.952.889 | 27.605.790 | 35.039.848 |
The account Dividends and Other Liabilities includes an amount of € 11.030.698 and an amount of € 3.315.512, pertaining to dividends and capital return arising from the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." (analytical information is provided in Note 5.19).
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Cash flows from operating activities | ||||
| Earnings Before tax | 165.131.638 | 136.950.418 | 117.112.566 | 101.717.465 |
| Adjustments for: | ||||
| Depreciation of tangible/ intangible assets Pension liabilities provisions (net) |
22.670.199 101.211 |
21.248.872 238.007 |
15.017.919 95.616 |
14.902.182 233.640 |
| (Profit)/ loss from sales and destruction of tangible and intangible assets Other liabilities (Gain) / losses on measurement of financial assets |
40.444 78.248 |
76.815 38.559 |
37.140 (18.569) |
67.378 50.179 |
| at fair value through profit / loss account Interest and related income Interest and related expenses |
(2.245.300) (8.348.835) 6.459.516 |
2.655.040 (9.047.370) 7.378.565 |
(2.245.300) (6.173.166) 6.315.869 |
2.655.040 (6.584.504) 7.261.292 |
| Other Exchange Differences Operating profit before change in working capital |
8.980 183.896.101 |
(124.952) 159.413.954 |
(8.874) 130.133.201 |
(31.730) 120.270.942 |
| Change in working capital | ||||
| (Increase)/ decrease in inventories (Increase)/ decrease in trade and other |
914.239 | (11.612.857) | 674.385 | (6.685.548) |
| receivables (Increase)/ decrease in other current assets Short term blocked bank deposits |
(15.561.651) 4.830.464 - |
12.188.831 (215.080) 7.138.988 |
5.246.754 4.237.545 - |
(5.224.683) (76.662) - |
| Increase/ (decrease) in liabilities (excluding bank loans) |
(13.396.481) | 731.540 | (11.837.139) | (6.681.772) |
| Other | 65.180 | (6.839) | 65.179 | (6.841) |
| (23.148.249) | 8.224.583 | (1.613.276) | (18.675.506) | |
| Cash flows from operating activities | 160.747.852 | 167.638.537 | 128.519.925 | 101.595.436 |
Commitments mostly pertain to operating leases of stores, warehouses and transportation equipment which expire on different dates. Minimum future lease payments based on non-cancelable lease contracts are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Up to 1 year | 12.308.499 | 12.343.643 | 9.708.110 | 9.848.697 |
| From 1 to 5 years | 51.255.507 | 52.346.928 | 39.638.324 | 40.927.792 |
| After 5 years | 72.568.700 | 71.580.510 | 45.062.878 | 42.565.562 |
| 136.132.706 | 136.271.081 | 94.409.312 | 93.342.051 |
The Group during the current financial year has granted letters of guaranty to third parties as security for liabilities of € 22 k. (2015: 106 k). This amount concerns the parent company.
In an Annex to a non-cancellable lease contract for rent of real estate which originally ends on 28 May 2023 and extended until 28 May 2035 it is stated that the by 100% subsidiary Bulgarian Jumbo EC. B will be obliged to purchase the rented store and the property over which the store is constructed for a total price of € 13.500.000,00 without VAT, in case that during the rental term Mr. Apostolos Vakakis ceases to be an executive member of the Board of Directors of Jumbo SA.
From the total € 13.500.000,00 Jumbo Trading Limited is a guarantor for the amount of € 10.125.000,00. Jumbo Trading Limited, in Cyprus is a co-debtor and is jointly liable with the Company for all the obligations, arising from the rental contract and all annexes to it.
JUMBO EC.B. LTD was imposed by tax authorities additional tax liabilities amounting to EUR 110.712 pertaining results of tax inspections for which the subsidiary has judicially appealed. The actual amount, potentially required to be paid, as well as the exact time it is to be paid will be defined during the appeals procedure. Taking into account the opinion of the legal consultant and the possibility of actual cash outflows, the Management estimates that the amount that could be settled stands at EUR 18.603. The Management has made an equal provision for the amount in question in the Statement of Financial Position, in the account "Provisions". The Group Management estimates that the final result of the aforementioned legal case will not lead to substantial losses, exceeding the amounts, already covered by the aforementioned provision.
The Group on 30.06.2016 possessed letters of guarantee of agreements amounting to € 13,20 million, that are analyzed as follows:
A letter of guarantee amounting to € 9 million to the subsidiary Jumbo Trading Ltd to fulfill the terms of the property lease contract in Paphos.
Letter of Guarantee of € 2,6 million to the parent company for the proper performance of cooperation with the customer Franchise Kid-Zone in Albania and Kossovo.
Letter of Guarantee of € 1,6 million to the parent company for the proper performance of cooperation with the customer Franchise Veropoulos Dooel in FYROM and Serbia.
Unaudited fiscal years for the Group on 30.06.2016 are analyzed as follows:
| Company | Unaudited Financial Years |
|---|---|
| JUMBO S.A. | 01.07.2009-30.06.2010 |
| JUMBO TRADING LTD | From 01.01.2010-30.06.2010 to 01.07.2015-30.06.2016 |
| JUMBO EC.B LTD | From 01.01.2010-31.12.2010 to 01.01.2015-31.12.2015 |
| JUMBO EC.R S.R.L | From 01.08.2006-31.12.2006 to 01.07.2015-30.06.2016 |
| ASPETΤO LTD | From 01.08.2006-31.12.2006 to 01.01.2015-31.12.2015 |
| WESTLOOK S.R.L. | From 01.10.2006-31.12.2006 to 01.01.2015-31.12.2015 |
The unaudited fiscal year for the Company is the one ended at 30.06.2010 (01.07.2009- 30.06.2010). The fiscal year that ended on 30.06.2016 is being tax-audited by the statutory auditors in accordance with the provisions of Article 65A 5 N. 4174/2013. This audit is in progress and the related tax certificate will be issued after the publication of the year's 2015/2016 financial statements. The Company has been tax
audited by the statutory auditors for the fiscal years 30.06.2011 to 30.06.2014 and 01.07.2014- 30.06.2015 in accordance with the provisions of Article 82 par 5 L. 2238/1994 and Article 65Α of L. 4174/2013. The aforementioned audits have been completed and the tax audit reports have been issued unqualified, while the relevant reports have been submitted to Ministry of Finance. Cases have been selected for the audit of tax provisions application from the entities audited by Statutory Auditors and Auditing Firms. The aforementioned audit is to be conducted within the timeframe effective for the Tax Authorities to issue tax defining acts, under the provisions of Article 84, Law 2238/1994 and Article 36, Law 4174/2013, as effective.
The subsidiary company JUMBO TRADING LTD, operating in Cyprus, has been inspected by the tax authorities until 31.12.2009 in accordance with the Cypriot tax authorities. JUMBO TRADING LTD prepares its financial statements in compliance with IFRS and consequently it charges its results with relevant provisions for uninspected tax years, whenever necessary.
The subsidiary companies JUMBO EC.B LTD and JUMBO EC.R S.R.L prepare their financial statements in compliance with IFRS conducting provisions for additional tax differences, whenever necessary, burdening their results.
The subsidiary companies WESTLOOK SRL in Romania and ASPETΤO LTD in Cyprus, have not yet started their commercial activity and, therefore, no issue of unaudited fiscal years and further tax liabilities arises.
Regarding the companies «GEOCAM HOLDINGS LIMITED», «GEOFORM LIMITED» and «RIMOKIN PROPERTIES LTD» in Cyprus, as investment companies are charging their results with relevant provisions for uninspected tax years, whenever necessary.
For the tax un-audited fiscal years of the Group's companies, a provision of € 164.202 (Company: € 146.708) has been formed and is considered sufficient.
The Group includes apart from "JUMBO SA" the following related companies:
1. . The subsidiary company «Jumbo Trading LTD», based in Cyprus, in which the Parent company holds 100% of shares and voting rights. The subsidiary company JUMBO TRADING LTD participates at the rate of 100% in the share capital of the company ASPETTO LTD and ASPETTO LTD participates at the rate of 100% in the share capital of the company WESTLOOK SRL. Moreover, the subsidiary company JUMBO TRADING LTD participates at the rate of 100% in the share capital of RIMOKIN PROPERTIES LTD, of GEOCAM HOLDINGS LIMITED and GEOFORM LIMITED.
2. The subsidiary company in Bulgaria «JUMBO EC.B. LTD» based in Sofia, Bulgaria, in which the Parent company holds 100% of shares and the voting rights.
3. The subsidiary company in Romania «JUMBO EC.R. SRL» based in Bucharest of Romania in which the Parent company holds the 100% of shares and voting rights.
The most important transactions and balances between the Company and the related parties (except physical persons) on 30.06.2016, as defined in IAS 24, are as follows:
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Sales of products | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 91.633.288 | 81.093.058 |
| Total | - | - | 91.633.288 | 81.093.058 |
| Sales of services | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| Subsidiaries | - | - | 22.047 | 27.001 |
| - | - | 22.047 | 27.001 |
|---|---|---|---|
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| - | - | 493.279 | 1.063.998 |
| - | - | 493.279 | 1.063.998 |
| THE COMPANY | |||
| 30/06/2015 | |||
| - | - | 2.330.252 | 2.036.546 |
| - | 418.829 | - | 418.829 |
| - | 418.829 | 2.330.252 | 2.455.375 |
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| 1.628 | |||
| - | - | 28.774 | 1.628 |
| THE GROUP | THE COMPANY | ||
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| - | - | 796.963 | 26.234.485 |
| - | - | - | 26.234.485 |
| 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
| - | 20.708.461 | ||
| - | - | - | 20.708.461 |
| 30/06/2016 - - |
THE GROUP 30/06/2015 - - |
30/06/2016 28.774 |
The most important transactions and balances between the companies of the Group (except the parent company JUMBO S.A.), as defined in IAS 24, are as follows:
| 30/06/2016 | 30/06/2015 | |||
|---|---|---|---|---|
| Amounts in € | Income | Expenses | Income | Expenses |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | 2.296 | - | - | 445.899 |
| Total | 2.296 | - | - | 445.899 |
| 30/06/2016 | 30/06/2015 | |||
| Receivables | Liabilities | Receivables | Liabilities | |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | - | - | 20.456 | - |
| Total | - | - | 20.456 | - |
The above amounts have been eliminated at Group level.
Sales and purchases of merchandise concern goods that the parent company trades, that is, toys, infantile items, stationery, home and seasonal goods. All the transactions described above have been carried out under the usual market terms. Also, the terms that govern the transactions with the above related parties are equivalent to those that prevail in arm's length transactions.
Apart from the above transactions with the related parties, par. 7 below presents the transactions with other related parties (key management and Board members).
Annual Report for the financial year 2015/2016
The transactions with key management and Board Members are presented below:
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
|---|---|---|
| Amounts in euro | 30/06/2016 | 30/06/2016 |
| Wages and salaries | 941.719 | 451.105 |
| Insurance service cost | 79.161 | 34.162 |
| Other fees and transactions with the members of the Board of Directors |
1.298.586 | 1.270.787 |
| Compensation due to termination of employment | 6.945 | 6.945 |
| Total | 2.326.411 | 1.762.999 |
| Pension Benefits: | 30/06/2016 | 30/06/2016 |
| Defined benefits scheme | - | - |
| Defined contribution scheme | - | - |
| Other Benefits scheme | 262.529 | 262.529 |
| Payments through Equity | - | - |
| Total | 262.529 | 262.529 |
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
| Amounts in euro | 30/06/2015 | 30/06/2015 |
| Wages and salaries | 957.310 | 462.866 |
| Insurance service cost | 79.314 | 33.439 |
| Other fees and transactions with the members of | ||
| the Board of Directors | 1.160.626 | 1.134.967 |
| Compensation due to termination of employment | 7.382 | 7.382 |
| Total | 2.204.632 | 1.638.655 |
| Pension Benefits: | 30/06/2015 | 30/06/2015 |
| Defined benefits scheme | - | - |
| Defined contribution scheme | - | - |
| Other Benefits scheme | 269.278 | 269.278 |
| Payments through Equity | - | - |
| Total | 269.278 | 269.278 |
From the realized profits, the Annual General Meeting of the shareholders which took place on 11.11.2015 approved gross fees of € 787.900,00 for the five (5) members of the Board of Directors, which are not under an employment service contract with the Company. The above mentioned amount was finally fully paid within the fiscal year 2015/2016.
The other members of the Board of Directors and specifically the Managing Director, the Appointed Consultant and the vice-president and legal adviser have an employment contract and their monthly salaries are included in the Company's administrative expenses. Total salaries plus the relative employer's contribution in the financial year 01.07.2015 – 30.6.2016 for the above persons amounted to €
868.698, with minimum salary € 6.253 and maximum salary € 20.682. It should be noted that Ms Sofia Vakaki was elected by the Board of Directors on 15.01.2016 following the resignation due to retirement of Ms Vernadaki Kalliopi. Her election was approved by the Extraordinary General Meeting of shareholders of the Company on 18.05.2016.
Regarding the subsidiaries, the salaries of the members of the Board of Directors and executives for services during the financial year 01.07.2015-30.06.2016 amounted to € 563.412 which are included in administrative expenses of the Company.
No loans have been given to members of Board of Directors or other management members of the Group (and their families) and there are neither assets nor liabilities given to members of Board of Directors or other management members of the Group and their families.
There are no lawsuits or legal litigations whose negative outcome could have a material impact on the financial results of the Group.
The Group's litigation provision balance as of June 30th, 2016 amounts to € 71.338 (Company: € 70.229).
The number of staff employed as at the end of the financial year (30.06.2016) reached for the Group 5.056 persons, 4.328 of whom permanent personnel and 728 seasonal, while the average number of personnel for the current financial year escalated to 4.798 persons (4.152 of whom permanent personnel and 646 seasonal). The Company at the end of the financial year (30.06.2016) employed 3.509 persons, 3.094 of whom permanent personnel and 415 seasonal, the Cypriot subsidiary Jumbo Trading Ltd employed 568 persons (258 of whom permanent personnel and 310 seasonal), the subsidiary in Bulgaria employed 532 permanent personnel and the subsidiary in Romania employed 447 persons (444 of whom permanent personnel and 3 seasonal).
On 30 June, 2015 the Group occupied 4.735 individuals, from which 4.065 permanent personnel and 670 seasonal personnel while the average number of personnel for the current financial year i.e. from 01.07.2014 to 30.06.2015 oscillated in 4.569 individuals (3.974 permanent personnel and 595 seasonal personnel). More specifically: Parent company on 30 June, 2015 occupied in total 3.306 of which 2.974 permanent personnel and 332 seasonal, the Cypriot subsidiary company Jumbo Trading Ltd 515 individuals (239 permanent and 276 seasonal personnel), the subsidiary company in Bulgaria 492 individuals permanent personnel and the subsidiary company in Romania 422 individuals (360 permanent and 62 seasonal personnel).
The management of the Parent Company will propose to the General Meeting for the closing year 2015/2016 the distribution of a total amount of € 36.736.134,93 or € 0,27 (gross) per share (136.059.759 shares). It is noted that according to article 62 of the law 4173/2013, as valid until 31.12.2016, where necessary, 10% of dividend tax shall be withheld and therefore the amount that will be ultimately paid shall amount to 0,2430 euros per share. The distribution shall take place through a bank within the timeframe specified by the law after its approval by the Annual Regular General Meeting of the shareholders.
The subsidiary's Boards of Directors have not proposed a dividend distribution to the shareholders for the year ended due to the ongoing investment program.
The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group's risk management policy aims at limiting the negative impact on its financial results arising from the inability to predict financial markets and the variation in cost and revenue variables.
Not reaching agreement between the Greek government and the international institutions until the expiry of the extension of Greece funding program (30.06.2015) led to the Legislative Act of 28/06/2015, by which the Greek banks were suspended, while capital controls were imposed by the Ministry of Finance. The new legislative act of 18.7.2015 established the cessation of bank holiday, but capital controls remained effective, albeit with certain variations. Detailed reference is made to sections C "Risk Management" and D "About the prospects of the Group and the Company '' of the Annual Report of the Board of Directors.
Risk management policy is executed by the Management of the Group. The procedure followed is the following:
• execution/implementation in accordance with the procedure approved by management of the risk management process.
The Group's financial instruments consist mainly of bank deposits, trade receivables and payables, dividend payable , loan and finance lease obligations.
The Group operates internationally and is therefore exposed to foreign exchange risk arising mainly from the United States dollar and Romanian Lei (RON). This type of risk arises mainly from trading transactions in these currencies as well as net investments in foreign entities.
The following table presents the sensitivity of the result for the year and equity in relation to financial assets and financial liabilities and the Euro/ US- Dollar and Euro/ RON exchange rate.
Financial assets and liabilities in foreign currency translated into Euros using the closing exchange rate at the statement of financial position date are as follows:
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Foreign currency risk | 30/6/2016 | 30/6/2016 | ||
| Nominal Amounts | US\$ | RON | US\$ | RON |
| Financial Assets | 857 | 48.743.455 | 857 | - |
| Financial Liabilities | - | 9.276.164 | - | - |
| Short Term Exposure | 857 | 39.467.291 | 857 | - |
| Financial Liabilities | - | - | - | - |
| Long Term Exposure | - | 5.785.088 | - | - |
| Long Term Exposure | - | (5.785.088) | - | - |
| Amounts in € | THE GROUP | THE COMPANY | ||
| Foreign currency risk | 30/6/2015 | 30/6/2015 | ||
| Nominal Amounts | US\$ | RON | US\$ | RON |
| Financial Assets | - | 18.940.853 | - | - |
| Financial Liabilities | - | 9.156.379 | - | - |
| Short Term Exposure | - | 9.784.474 | - | - |
| Long Term Exposure | - (12.921.993) |
- | - |
|---|---|---|---|
| Long Term Exposure | - 12.921.993 |
- | - |
| Financial Liabilities | - - |
- | - |
A 5% (2015: 5%) increase in the Euro/foreign currency exchange rate for the year ended 30 June 2016 is assumed. The sensitivity analysis is based on the Group's foreign currency financial instruments held at each statement of financial position date.
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in € | 30/6/2016 | 30/6/2016 | |||
| US\$ | US\$ | ||||
| +5% | -5% | +5% | -5% | ||
| Net profit for the year | 43 | (43) | 43 | (43) | |
| Equity | 43 | (43) | 43 | (43) | |
| THE GROUP | THE COMPANY | ||||
| Amounts in € | 30/6/2016 | 30/6/2016 | |||
| RON | RON | ||||
| +5% | -5% | +5% | -5% | ||
| Net profit for the year | 1.684.110 | (1.684.110) | - | - | |
| Equity | 1.684.110 | (1.684.110) | - | - | |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € | 30/6/2015 | 30/6/2015 | ||
| US\$ | US\$ | |||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | - | - | - | - |
| Equity | - | - | - | - |
| THE GROUP | THE COMPANY | |||
| Amounts in € | 30/6/2015 | 30/6/2015 | ||
| RON | RON | |||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | (156.876) | 156.876 | - | - |
| Equity | (156.876) | 156.876 | - | - |
The Group's foreign currency exchange risk exposure varies within the year depending on the volume of transactions in foreign currency. However, the above analysis is considered representative of the Group's exposure to currency risk.
On 30 June 2016 the Company is exposed to changes in market interest rates through its bank borrowings, its leasing agreements, its cash and cash equivalents which are subject to variable interest rates.
The following table presents the sensitivity of net profit for the year and equity to a reasonable change in interest rates of +0,5% or -0,5% (01.07.2014-30.06.2015: +/- 0,5%). These changes are considered to be reasonably possible based on observation of the current market conditions.
| THE GROUP | ||||
|---|---|---|---|---|
| 1/7/2015 - 30/6/2016 | 1/7/2014 - 30/6/2015 | |||
| Amounts in € | +0,5% | -0,5% | +0,5% | -0,5% |
| Net profit for the year |
826.761 | (826.761) | 605.107 | (605.107) |
| Equity | 826.761 | (826.761) | 605.107 | (605.107) |
| THE COMPANY | ||||
|---|---|---|---|---|
| 1/7/2015 - 30/6/2016 | 1/7/2014 - 30/6/2015 | |||
| Amounts in € | +0,5% | -0,5% | +0,5% | -0,5% |
| Net profit for the year |
145.910 | (145.910) | 88.066 | (88.066) |
| Equity | 145.910 | (145.910) | 88.066 | (88.066) |
The Group's exposure to credit risk is limited to the carrying amount of financial assets recognized at the statement of financial position, "Other long term receivables " (note. 5.12), " Trade debtors and other trade receivables " (note. 5.14) "Other receivables" (note. 5.15), "Other current assets" (note. 5.16), " Long term and short term blocked bank deposits " (note. 5.17), "Cash and Cash equivalents" (note. 5.18) and investments in Bonds (note. 5.11.2).
The Group continuously monitors its receivables identified either individually or in groups. Depending on availability and fair cost, independent third party reports or analysis concerning the clients are being used. Group's policy is to cooperate only with reliable clients. The vast majority of sales concerns retail sales.
Group's Management considers that all the above financial assets that have not been impaired in previous reporting dates, are of good credit quality, including those that are due.
None of the above financial assets are secured with mortgage or any credit insurance.
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure. To minimize the credit risk of cash and cash equivalents , the Group only cooperates with recognized financial institutions of high credit standing.
The Group manages its liquidity by carefully monitoring scheduled debt servicing payments for long – term financial liabilities as well as cash – outflows due in day - to - day business. Liquidity needs are monitored in various time bands, on a day – to - day and week – to – week basis.
The Group ensures that sufficient available credit facilitations exist, so that it is capable of covering the short-term enterprising needs, after calculating the cash inputs resulting from its operation as well as its cash in hand and cash equivalent. The capital for the long-term needs of liquidity is ensured in addition by a sufficient sum of lending capital and the possibility to be sold long-term financial elements.
Maturity of the financial liabilities of the 30 June 2016 for the Group is analyzed as follows:
| 1/7/2015 - 30/6/2016 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 3.113.660 | 3.068.135 | 157.239.739 | - |
| Short Term Bank Loans | 180.165 | - | - | - |
| Finance lease obligations | - | - | - | - |
| Trade payables | 38.629.942 | 430.319 | - | - |
| Other liabilities | 23.790.213 | 14.472.794 | 5.814.360 | |
| Total | 65.713.919 | 17.971.248 | 163.054.099 |
The table below summarizes the maturity profile of the Group's financial liabilities as at 30.6.2015:
| 1/7/2014 - 30/6/2015 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 3.004.464 | 2.971.807 | 162.879.829 | - |
| Short Term Bank Loans | 2.877.527 | - | - | - |
| Finance lease obligations | - | - | - | - |
| Trade payables | 47.759.086 | 3.646.944 | - | - |
| Other liabilities | 28.078.559 | 141.290 | 12.950.465 | - |
| Total | 81.719.636 | 6.760.041 | 175.830.294 | - |
The table below summarizes the maturity profile of the Company's financial liabilities as at 30.6.2016:
| 1/7/2015 - 30/6/2016 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 3.113.660 | 3.068.135 | 157.239.739 | - |
| Short Term Bank Loans | - | - | - | - |
| Finance lease obligations | - | - | - | - |
| Trade payables | 37.488.612 | 430.319 | - | - |
| Other liabilities | 12.576.599 | 14.472.794 | 29.272 | - |
| Total | 53.178.871 | 17.971.248 | 157.269.011 | - |
The table below summarizes the maturity profile of the Company's financial liabilities as at 30.6.2015:
| 1/7/2014 - 30/6/2015 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 3.004.464 | 2.971.807 | 162.879.829 | - |
| Short Term Bank Loans | 2.669.667 | - | - | - |
| Finance lease obligations | - | - | - | - |
| Trade payables | 47.993.530 | 3.646.944 | - | - |
| Other liabilities | 34.165.518 | 141.290 | 28.472 | - |
| Total | 87.833.179 | 6.760.041 | 162.908.301 | - |
The above maturities reflect the gross cash flows, which might differ from the carrying values of the liabilities at the statement of financial position date.
The financial liabilities at the statement of financial position date are:
Liabilities
(Amounts in €) The Group The Company
| Long Term Liabilities | 30/06/2016 | 30/06/2015 | 30/06/2016 | 30/06/2015 |
|---|---|---|---|---|
| Loans | 144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
| Total | 144.189.979 | 143.916.512 | 144.189.979 | 143.916.512 |
| Short Term Liabilities | ||||
| Long Term Liabilities payables at the next period |
- | - | - | - |
| Short term bank loans | 180.164 | 2.877.527 | - | 2.669.667 |
| Trade and other payables | 39.060.179 | 51.143.674 | 37.918.850 | 51.378.448 |
| Other Short Term Liabilities | 37.659.770 | 25.176.989 | 27.605.790 | 32.101.678 |
| Total | 76.900.113 | 79.198.190 | 65.524.640 | 86.149.793 |
The Group's objectives regarding capital management are:
The Group monitors the capital on basis of loans to equity ratio. This ratio is calculated by dividing the net borrowing with the total equity. Net borrowing is calculated as the total of debt as presented in the statement of financial position minus cash and cash equivalents. Total equity comprises all the equity components as presented in the statement of financial position. This ratio for the financial years 2015/2016 and 2014/2015 is analyzed as follows:
| THE GROUP | |||||
|---|---|---|---|---|---|
| Amounts in € | 30/6/2016 | 30/6/2015 | |||
| Total Debt | 144.370.143 | 146.794.039 | |||
| Minus: Cash & cash equivalents | 394.732.686 | 298.918.408 | |||
| Net Debt | (250.362.543) | (152.124.369) | |||
| 30/6/2016 | 30/6/2015 | ||||
| Total Equity | 915.590.627 | 797.208.547 | |||
| Minus: Subordinated Loans | - | - | |||
| Adjusted Equity | 915.590.627 | 797.208.547 | |||
| Debt-to-Equity ratio | -27,34% | -19,08% | |||
| THE COMPANY | |||||
| Amounts in € | 30/6/2016 | 30/6/2015 | |||
| Total Debt | 144.189.979 | 146.586.179 | |||
| Minus: Cash & cash equivalents | 213.433.355 | 169.893.073 | |||
| Net Debt | (69.243.376) | (23.306.894) | |||
| Total Equity | 716.434.591 | 633.415.732 | |||
| Minus: Subordinated Loans Adjusted Equity |
- 716.434.591 |
- 633.415.732 |
|||
| Debt-to-Equity ratio | -9,66% | -3,68% |
During the current financial year, cash balances of the Group were higher than the total borrowings by the amount of € 250,36 mil. and consequently, the net borrowing ratio was negative.
The Group monitors its capital structure and makes all the adjustments when there is a change in the financial situation and the risk characteristics of total assets. The Company has honored its contractual obligations, including maintaining its capital structure's rationality.
Οn 04.07.2016 began the trading of the 36.354.088 new ordinary shares with voting rights, of par value of EUR 0,88 that came as a result of the merger by absorption of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A.".
The Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, approved the distribution of an extraordinary dividend of €0.27 per share before withheld tax, which formed part of the extraordinary reserves from taxed and undistributed profits for the year 1.7.2011 to 30.06.2012. This extraordinary dividend, after withheld tax, if necessary, amounts to 0,2430 euros per share and payments to shareholders began on 04.08.2016.
During the Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, the expansion of the number of the members of the Board of Directors of the Company from seven (7) to nine (9) was decided with the election and addition of two new members: Mr Georgios Vakakis as an Executive Member and Mr. Adamantios Stamatakis as Independent non-Executive Member.
There are no subsequent events to the statement of financial position that affect the Group or the Company, for which disclosure due to IFRS is required.
Moschato, 7 October 2016
The persons responsible for the Financial Statements
| The President of the Board of | The Vice-President of | The Appointed | The Head of the Accounting |
|---|---|---|---|
| Directors | the Board of Directors | Consultant | Department |
| Apostolos -Evangelos Vakakis son | Ioannis Oikonomou | Sofia Vakaki | Panagiotis Xiros son of |
| of Georgios | son of Christos | daughter of | Kon/nos |
| Identity card no ΑΜ 052833/2014 | Identity card no X 156531/2002 |
Apostolos-Evangelos Identity card no ΑΙ516280/2010 |
Identity card no Λ 370348/1977 |
The annual financial statements of the Company on consolidated and non-consolidated base, the Auditor's Report and the Board of Directors' Annual Report are posted on company's website www.ejumbo.gr (http://corporate.e-jumbo.gr/).
The financial statements of consolidated companies are posted on company's website at www.ejumbo.gr (http://corporate.e-jumbo.gr/).
| JUMBO SOCIETE ANONYME REG No. 7650/06/B/86/04 - G.E.MI.No. 121653960000 |
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|---|---|---|---|---|---|---|---|---|---|
| Cyprou 9 and Hydras Street, Moschato Attikis FIGURES AND INFORMATION FOR THE ANNUAL PERIOD 1 JULY 2015 TO 30 JUNE 2016 Published, according to Law. 2190/20, article 135, for Companies preparing annual financial statements, consolidated or not, according to the IFRS The following figures and information that derive from the Financial Statements, am to provide general information about the financial position and the results of JUMBO S.A. and JUMBO Group. Consequently, we recommend to t investment choice or other transaction with the Company, to visit the company's web-site, where the Financial Statements prepared according to the International Financial Reporting Standards are posted, as well as the Inde |
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| Regulatory Authority: Company's Web Site: Date of approval of the annual financial statements by the Board of directors : Certified Auditors: Auditing company: Auditor's opinion : |
Ministry of Finance, Development and Tounsm, General Secretariat for Trade and Consumer Protection, Address Societe Anonyme and Credit www.e-jumbo.gr 7/10/2016 Marios Lasanianos (SOEL. Reg No 25101) Athanasia Arampatzi (SOEL, Reg No 12821) Grant Thornton S.A. (Reg No SOEL, 127) Unqualified opinion |
COMPANY'S INFORMATION Board of Directors composition: I. President of the Board of Directors - Apostolos- Evangelos Vakakis 2. Vice-President of the BoD - Ioannis Oikonomou 3. Appointed Consultant - Sofia Vakaki 4. Deputy Vice President - Evangelos Papaevaggelou 5. Executive member - Georgios Vakakis 6. Non Executive member - Paraskevi Kavoura 7. Independent non executive member - Georgios Katsaros 8. Independent non executive member - Nikolaos Velissariou |
|||||||
| STATEMENT OF FINANCIAL POSITION | 9. Independent non executive member - Adamantios Stamatakis STATEMENT OF TOTAL COMPREHENSIVE INCOME |
||||||||
| (consolidated and non-consolidated) amounts in € THE GROUP |
THE COMPANY | (consolidated and non-consolidated) amounts in ( | 1/7/2015 | 1/7/2014 | THE COMPANY 1/7/2015 |
1/7/2014 | |||
| ASSETS angible fixed assets and Intangible assets nvestments property Other non current assets Inventories Trade debtors Other current assets |
30/6/2016 498.767.593 5.735.551 25.980.326 196.780.190 32.573.115 449.574.590 |
30/6/2015 497.881.150 6.118.721 20 089 329 197.792.010 15:546.511 343 899 537 |
30/6/2016 291.507.053 5.735.551 214 512 121 172.023.416 33.303.033 266.018.342 |
30/6/2015 289.382.423 6.118.721 194 577 299 172.697.801 41.746.395 208.957.588 |
Turnover Gross profit / (Loss) Profit / (Loss) before tax, financial and investment results Profit / (loss) before tax Less tax |
30/6/2016 637.557.328 337.930.145 160.997.019 165.131.638 (43.867.977) |
30/6/2015 582.548.135 309.705.031 137 936 653 136,950,418 (32.113.054) |
30/6/2016 550,508,516 252.333.811 115.009.969 117.112.566 (34.655.524) |
30/6/2015 518,969,929 242.010.038 105.049.29 101.717.465 (27.054.062 |
| TOTAL ASSETS EQUITY AND LIABILITIES Share Capital Other Shareholder's Equity Items Total Shareholder's Equity (a) Non-Controlling Interest (b Total Equity (c)= (a)+(b) Long term liabilities from loans |
.209.411.365 119.732.588 795.858.039 915.590.627 915.590.627 144.189.979 |
090.327.258 161.911.113 797.208.547 797.208.547 143.916.512 |
983.099.516 119.732.588 596.702.003 716.434.591 716.434.591 144.189.979 |
913.480.227 161.911.113 471.504.619 633.415.732 633.415.732 143.916.512 |
Profit / (loss) after tax (A) Attributable to: Owners of the Company Non-Controlling Interest Other comprehensive income after tax (B) Total comprehensive income after tax (A) + (B) Owners of the Company Non-Controlling Interest |
121.263.661 121.263.661 (4.423.106) 116.840.555 116.840.555 |
104.837.364 104.837.364 (3.157.660) 101.679.704 101.679.704 |
82.457.042 82.457.042 (979.706) 81.477.335 81.477.335 |
74.663.403 74,663.403 (502.942 74.160.46 74.160.46 |
| Provisions / Other long term liabilities Short term borrowings Other short term liabilities |
21.071.309 180.164 128.379.28 293.820.738 |
25.720.528 2877.527 120 604 14 |
15.161.648 107.313.298 |
12.724.426 2.669.667 120, 753, 890 |
Profit / (loss) after taxes per basic share (in €) Profit / (Loss) before tax, financial investment results, depreciation and amortization |
0.8913 183,707,664 CASH FLOW STATEMENT-INDIRECT METHOD |
0.7705 159.262.340 |
0.6060 130 065 028 |
0,5488 120.018.853 |
| Total liabilities (d) Total Equity and Liabilities (c) + (d) |
1.209.411.365 | 293.118.711 | 266.664.925 983.099.516 |
280.064.495 913.480.227 |
(consolidated and non-consolidated) amounts in € | THE GROUP | THE COMPANY | ||
| References to the "COMPANY" or "JUMBO S.A." indicate, unless contents state otherwise, the "JUMBO" Group and its consolidated | ADDITIONAL ITEMS AND INFORMATION | Operating activities | 1/7/2015 30/6/2016 |
1/7/2014 30/6/2015 |
1/7/2016- 0/6/201 |
1/7/2014- 30/6/2015 |
|||
| subsidiaries 1.The Financial Statements have been prepared based on accounting principles, used under the preparation of the Financial Statements of the previous year 2014-2015 (01.07.2014-30.06.2015), apart from changes to accounting the financial year ended on 30.06.2015. ere manuary year ensures and consults. 2. There are no changes in the composition of the companies that are consolidated in the Group's Financial Statements in comparison to the financial year ended on 30,06.2015, there ar |
Profits for the year before taxes Plus/minus adjustments for: Depreciation of tangible and intangible assets Pension liability provisions (net) Other provisions Results from investing activities(income,expenses,profits,losses) Interest and related income |
165.131.638 22.670.199 101.211 78.248 (2.204.856) (8.348.835) |
136.950.418 21 248 872 238.007 38.559 2.731.855 (9.047.370) |
117.112.566 15.017.919 95.616 (18.569) (2.208.160) (6.173.166) |
101.717.465 14.902.183 233.640 50.179 2.722.41 (6.584.504 |
||||
| ventures that are not included in the Consolidated Financial Statements. 3. There are no liens on the Group's and Company's assets on 30.06.2016. In order to obtain bank overdrafts for a Group's subsidiary, the amount of € 965.020 has been granted as pledge in the form of restricted bank deposi |
Interest and related expenses Exchange Differences |
6.459.516 | 7.378.565 (124.952 |
6.315.869 (8.874) |
7.261.292 (31.730 |
||||
| 4. Number of staff employed: | The Group Permanen Seas |
06/2016 4.328 |
30/06/2015 4.065 |
Operating profit before changes in the operating capital Changes in Working Capital |
183.896.101 | 159.413.954 | 130.133.201 | 120.270.942 | |
| Tota The Company Permane Seasona |
5.056 30/06/2016 3.094 |
4.735 30/06/2015 2.974 |
Increase)/decrease in inventories (Increase)/decrease in trade and other receivables (Increase)/decrease in other current assets (Increase)/decrease in short term pledged bank deposits Increase / (Decrease) in liabilities (excluding loans) |
914.239 (15.561.651) 4.830.464 (13.396.481) |
(11.612.857 12.188.831 (215.080) 7.138.988 731.540 |
674.385 5.246.754 4.237.545 (11.837.139) |
(6.685.548 (5.224.683) (76.662 (6.681.772) |
||
| 5. There are no litigious cases, the negative outcome of which might have a significant effect on the financial results of the Group and | Total | $rac{410}{3.509}$ | 3.306 | Other Minus: Interest expense paid |
65.180 (6.205.596) |
(6.839) (7.048.438) |
65.179 (6.067.344) |
(6.841) (6.932.255) |
|
| the Company 6. The Group's and the Company's amount of th e cumulative provisions, for every of the following categories, is as following |
Category (amounts in C) for significant litigations or arbitrations |
Group | The Company |
ncome tax paid Total cash flows from operating activities (a) Investing activities Share Capital increase of subsidiary Purchases of tangible and intangible assets |
(42.832.331) 111.709.925 (34.687.195) |
(31.676.155) 128.913.944 (59.146.194) |
(36.936.956) 85.515.62 (40.708.463) (19.764.980) |
(27.968.322 66.694.869 [25.000.002] (12.132.395 |
|
| At the balance of trade and other receivables for the Group are included provisions for doubtful customers' amount of 6 23.702 The fiscal years that are unaudited by the tax authorities for the Company and the Group's subsidiaries are analytically presented in Note 5.32 of the Financial Statements |
Provision for tax unaudited financial years | Sales of tangible & intagible assets Interest received Investments in financial assets available for sale Total cash flows from investing activities (b) |
78.498 7.503.173 (27.105.524) |
2867696 9.313.485 (6.268.188) (53.233.201) |
571.182 6.199.864 (53.702.397) |
2867.696 6.617.982 (27.646.719) |
|||
| 8. Income and expenses, cumulatively from the beginning of the accounting period and payables and receivables of the Company at the end of the company at the end of the current reporting period which have arisen from trans | Amounts in C a) Income b) Expenses c) Receivables d) Payables e) Transactions and remuneration of key |
The Group 2.326.411 |
The Company 92.148.614 2.359.026 1.762.999 |
Financing activities Proceeds from borrowings Loan repayments Payment of finance lease liabilities Dividends paid Total cash flows from financing activities ( c) |
(2.697.362) (2.697.362) |
2877527 (20.039.718) (1.373.561) (45.785.28) (64.321.035) |
(2.669.667) (2.669.667) |
2.669.667 (20.039.718) (1.373.561) (64.528.895) |
|
| executives and management f) Receivables from key executives and management g) Payables to key executives and management |
Increase/(decrease) in cash and cash equivalents (a)(b)(c) Cash and cash equivalents at the beginning of the year Exchange difference of cash and cash equivalents Cash and cash equivalents of absorbed company (Tanosirian SA) |
81.907.039 (489.482) 14.396.721 |
11,359.708 287.567.27 (8.576) |
29.143.560 14.396.721 |
(25.480.755) | ||||
| During the financial year 01.07.2015-30.06.2016 JUMBO EC.B. LTD had occurred expenses from purchases of products from JUMBO EC.R.SRL, total y amounting to € 2.296. All intercompany transactions and balances of the companies that have been included in the consolidation have been eliminated from the Annual Financial Statements. 9. The Group companies included in the Consolidated Financial Statements and their registered addresses, participation interest, activity and method of consolidation are presented in note 4.3 of the Financial Statements. 10. Net investments for acquisition of fixed assets for the period 01.07.2015-30.06.2016 for the Company came to €17.371 thousand and for the |
Cash and cash equivalents at the end of the year Cash in hand Carrying amount of bank deposits and bank overdrafts Sight and time deposits |
394.732.686 2.959.168 4.264.832 387.508.686 |
298.918.408 4.031.446 294.886.962 |
213.433.355 2.500.579 4.264.832 206.667.944 |
169 893 073 3.582.25 166,310,816 |
||||
| Group to €24,398 thousand. 11. As at the end of the current reporting fiscal year, the Company or its subsidiaries have not acquired any shares of the Parent Company. 12. In July, 2015 the amount of € 20.7 m was paid towards the share capital increase of the subsidiary JUMBO ECR SRL. Moreover, in June 2016, the subsidiary company JUMBO EC. R SRL proceeded with a share capital increase o |
Cash and cash equivalents at the end of the year | 394 732 686 STATEMENT OF CHANGES IN EQUITY |
298.918.408 | 213.433.355 | 169,893,073 | ||||
| subsidiary's share capital amounted as at 30.06.2016 to € 68,91 million and was covered by 100% by the parent company. 13. The Annual Regular General Meeting of the shareholders held on 11.11.2015 approved, among other issues, non-distribution of dividends from |
(consolidated and non-consolidated) amounts in € | THE GROUP 30/6/2016 |
30/6/2015 | THE COMPANY 30/6/2016 |
30/6/2016 | ||||
| the earnings of the financial year 2014-2015. 14. Under the Prot. No. 58238/02.06.2016 decision of the Hellenic Ministry of Economy. Development and Tourism, which was filed at the "General Electronic Commercial Registry (G.E.MI.)" on the same day with the Number 640856 was approved the merger by absorption (therefore the "Marger") of the company "TANOCERIAN COMMERCIAL AND INVESTMENT S.A." (therefore the Absorbed company), while the nominal value of the shares of the Company decreased from EUR 1.19 to EUR 0.88. The Managing Committee of Stock Market Purchases of the Hellenic Exchange on its meeting held on 30,06.2016 approved the introduction and the trading of the 36.354.088 new ordinary shares with voting rights that came as a |
Total Equity at the beginning of the year (01.07.2015 and 01.07.2014 respectively) Total comprehensive income for the year after tax (continuing) discontinuing operations) |
797.208.547 116.840.555 |
744.610.358 101.679.704 |
633.415.732 81.477.335 |
608.236.785 74.160.461 |
||||
| result of the Merger and was informed about the change of the nominal value of the Company from EUR 1.19 to EUR 0.88. The trading of the aforementioned new ordinary shares with voting rights of the Company, of nominal value of EUR 0.88, began on 04.07.2016 15. The impact in the Financial Position of the absorption of TANOSIRIAN ANONYMOUS COMMERCIAL AND INVESTMENT COMPANY, is analyzed where this is necessary, in the explanatory notes of the Financial Statements. 16. The Extraordinary General Meeting of the Company shareholders, which took place on 27.07.2016, approved an extraordinary dividend of €0.27 per share before withheld tax, which formed part of the extraordinary reserves from taxed and undistributed profits for the year 1.7.2011 to 30.06.2012. This extraordinary dividend, after withheld tax, if necessary, amounts to 0,2430 euros per share and payments to shareholders began on 04.08.2016. 17. Earnings/(losses) per share were calculated according to the weighted average number of the Company's total shares. 18. Regarding the Other Comprehensive Income (after tax) for the Group, an amount of € (4.423.106) is analyzed as expense of € 950.782 from FX foreign subsidiary translation differences, expenses of €971.118 pertaining to actuarial losses and expenses of €2.501.206 from valuation of financial assets available for sale. Respectively, Other Comprehensive Income for the Company amount of € (979,706) pertaining to actuarial losses |
Increase / (Decrease) in Share Capital due to capitalization of other reserves Deferred tax of share capital increase expenses Effect due to the merger by absorption of Tanosirian SA |
(404) 66,876 1.710.962 |
(404) 66.876 1.710.962 |
||||||
| Dividends paid Othe Net Income recorded directly to equity |
(235.909) | (48.981.514) | (235.909) | (48.981.514) | |||||
| 19. The Company's BoD will propose to the Annual General Meeting the distribution for the financial year 2015/2016 of a dividend of total amount € 36.736.134.93 which corresponds to an amount of € 0.27(eross) per share (136.059.759 shares). 20. Events after the end of the reporting period are presented in Note 13 of the Financial Statements. 21. Any differences in the sums are due to rounding. |
Total equity at the end of the year (30.06.2016 and 30.06.2015 respectively) |
915.590.627 | 797.208.547 | 716.434.591 | 633.415.732 | ||||
| THE PRESIDENT OF THE BOARD OF DIRECTOR | THE VICE-PRESIDENT OF THE BOD | Moschato, October 7th 2016 THE APPOINTED CONSULTANT |
THE HEAD OF THE ACCOUNTING DEPARTMENT | ||||||
| APOSTOLOS- EVANGELOS VAKAKIS SON OF GEORGE I dentity card no AM 052833/2014 |
IOANNIS OIKONOMOU SON OF CHRISTOS Identity card no X 156531/2002 |
SOFIA VAKAKI DAUGHTER OF APOSTOLOS-EVANGELOS Identity card no AI516280/2010 |
PANAGIOTIS XIROS SON OF KONINOS Toentity card no A 370348/1977 H.E.C. Licence No. 00181117 A' Class |
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