Annual Report • Oct 15, 2018
Annual Report
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REG No. 7650/06/B/86/04- G.E.MI. No. 121653960000 Cyprou 9 & Hydras Street, Moschato Attikis
| I. | Statements of the members of the Board of Directors (according to Law 3556/2007) 4 | ||
|---|---|---|---|
| II. | Independent Auditor's Report 5 | ||
| III. | Board of Directors' Annual Report 10 | ||
| IV. | Annual Financial Statements 39 | ||
| A. | INCOME STATEMENT 40 | ||
| B. | STATEMENT OF COMPREHENSIVE INCOME 41 | ||
| C. | STATEMENT OF FINANCIAL POSITION 42 | ||
| D. | STATEMENT OF CHANGES IN EQUITY - GROUP 43 | ||
| E. | STATEMENT OF CHANGES IN EQUITY - COMPANY 45 | ||
| F. | STATEMENT OF CASH FLOWS 47 | ||
| G. | NOTES TO THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS | ||
| AT 30 JUNE 2018 48 | |||
| 1. | Information 48 | ||
| 2. | Company's Activity 48 | ||
| 3. | Accounting Principles Summary 49 | ||
| 3.1. | Changes in Accounting Policies 49 | ||
| 3.1.1 | New Standards, Interpretations, Revisions and Amendments to existing Standards that are | ||
| effective and have been adopted by the European Union. 49 | |||
| 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 50 | |||
| 3.2. | Significant Accounting Judgments, Estimates and Assumptions 53 | ||
| 4. | Main Accounting Principles 55 | ||
| 4.1 | Segment Reporting 55 | ||
| 4.2 | Basis for Consolidation 55 | ||
| 4.3 | The Group Structure 56 | ||
| 4.4 | Functional currency, presentation currency and conversion of foreign currency 57 | ||
| 4.5 | Property, Plant and Equipment 58 | ||
| 4.6 | Investment Property 58 | ||
| 4.7 | Impairment of Assets 59 | ||
| 4.8 | Financial Instruments 59 | ||
| 4.9 4.10 |
Inventories 60 Trade Receivables 60 |
||
| 4.11 | Cash and Cash Equivalents 60 | ||
| 4.12 | Share Capital 60 | ||
| 4.13 | Financial Liabilities 60 | ||
| 4.14 | Loans 61 | ||
| 4.15 | Income & Deferred tax 61 | ||
| 4.16 | Employee Benefits Obligations 62 | ||
| 4.17 | Provisions and Contingent Liabilities /Assets 63 | ||
| 4.18 | Leases 63 | ||
| 4.19 | Recognition of Revenue and Expenses 63 | ||
| 4.20 | Distribution of Dividends 64 | ||
| 5.1 | 5. Notes to the Financial Statements 65 Segment Reporting 65 |
||
| 5.2 | Cost of sales 67 | ||
| 5.3 | Distribution and Administrative Expenses 67 | |
|---|---|---|
| 5.4 | Other operating income and expenses 68 | |
| 5.5 | Financial income / expenses and other financial results 69 | |
| 5.6 | Income tax 69 | |
| 5.7 | Earnings per share 70 | |
| 5.8 | Property, plant and equipment 70 | |
| 5.9 | Investment property (leased properties) 74 | |
| 5.10 | Investments in subsidiaries 75 | |
| 5.11 | Financial assets per category 76 | |
| 5.11.1 Financial Assets available for sale 78 | ||
| 5.11.2 Trading Securities – Derivatives 79 | ||
| 5.11.3 Fair value of financial assets 79 | ||
| 5.12 | Other long term receivables 80 | |
| 5.13 | Inventories 81 | |
| 5.14 | Trade debtors and other trade receivables 81 | |
| 5.15 | Other receivables 82 | |
| 5.16 | Other current assets 82 | |
| 5.17 | Long term and short term restricted bank deposits 83 | |
| 5.18 | Cash and cash equivalents 83 | |
| 5.19 | Equity 83 | |
| 5.19.1 Share capital 83 |
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| 5.20 | 5.19.2 Share Premium and other reserves 84 Liabilities for pension plans 86 |
|
| 5.21 | Loan liabilities 87 | |
| 5.21.1 Long term loan liabilities 87 | ||
| 5.21.2 Changes in liabilities from financing activities 87 | ||
| 5.22 | Long term loans payable in the next financial year 88 | |
| 5.23 | Short-term loan liabilities 89 | |
| 5.24 | Other long term liabilities 89 | |
| 5.25 | Deferred tax liabilities 89 | |
| 5.26 | Provisions 91 | |
| 5.27 | Trade and other payables 92 | |
| 5.28 | Current tax liabilities 92 | |
| 5.29 | Other short term liabilities 93 | |
| 5.30 | Cash flows from operating activities 93 | |
| 5.31 | Commitments, Contingent Liabilities / Contingent Assets 94 | |
| 5.32 | Unaudited fiscal years by tax authorities 95 | |
| 6. | Transactions with related parties 96 | |
| 7. | Fees to members of the Board of Directors 97 | |
| 8. | Lawsuits and litigations 98 | |
| 9. | Number of employees 98 | |
| 10. | Proposal for distribution of dividend for the year 2017-2018 98 | |
| 11. | Risk management Policies 98 | |
| 11.1 | Foreign currency risk 99 | |
| 11.2 | Interest Rate Sensitivity Analysis 100 | |
| 11.3 | Credit Risk Analysis 101 | |
| 11.4 | Liquidity Risk Analysis 101 | |
| 12. | Objectives & policies for capital management 102 | |
| 13. | Post-reporting date events 103 | |
| Website where the Parent , Consolidated and the Financial Statements of subsidiaries are posted. |
Annual Report for the financial year 2017/2018
The following members of the Board of Directors of "JUMBO SA"
certify that as far as we know, in our property as persons appointed by the Board of Directors of the company under the title "JUMBO SA" as follows:
Moschato, 12 October 2018 The designees
Apostolos - Evangelos Vakakis Ioannis Oikonomou Konstantina Demiri
President of the Board of Directors Vice-President of the
Board of Directors
Chief Executive Officer
To the shareholders of JUMBO S.A.
We have audited the accompanying separate and consolidated financial statements of JUMBO S.A. (the Company) and its subsidiaries, which comprise the separate and consolidated statements of financial position as at June 30, 2018, and the separate and consolidated statements of profit or loss and other comprehensive income, statements of changes in equity and cash flow statements for the year then ended, including a summary of significant accounting policies and selected explanatory notes to the financial statements.
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, 2018, the financial performance and cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Law. Our responsibilities, under those standards are further described in the "Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements" section of our report. We remained independent of the Company and its subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for Accountants "Code of Ethics for Professional Accountants (IESBA Code) as incorporated in the Greek Law and we have fulfilled our ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate and consolidated financial statements of the current year. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not express a separate opinion on these matters.
Regarding the FY ended as at 30/06/2018 (01/07/2017 – 30/06/2018), the Company and the Group's sales stood at € 753.3 million and € 632.7 million respectively. Most sales refer to retail sales performed through a network of 75 stores. Retail sales recognition has been identified as key audit matter due to the complexity related to significant volume of transactions performed at various sales points, use of information systems for price change and revenue recognition purposes, as well as judgments and estimates of the Management.
Recognition of revenue arising from the total of sales points as well as update of accounting files is automatically performed through the Company's subsystems. The Group uses information systems and Our audit approach included, inter alia, the following procedures:
© 2018 Grant Thornton Ορκωτοί Ελεγκτές Σύμβουλοι Επιχειρήσεων | Ζεφύρου 56, 175 64 Π. Φάληρο | Τ: +30 210 7280000 Φ: +30 210 7212222 | www.grant-thornton.
internal controls in order to ensure an integrated revenue recognition framework.
Revenue is recognized when the relative risks and rewards associated with the goods sold are transferred to customers while collecting receivables is reasonably secured.
The disclosures made by the Group in respect of the applied accounting policies regarding revenue recognition are presented in Notes 4.19 and 5.1 to the financial statements.
and seasonal fluctuations.
As at 30/06/2018, the Group and the Company inventory amounted to € 247.8 million and € 212.9 million respectively. The income statement has been charged with an amount of € 3.7 million regarding the Group and an amount of € 2.5 million regarding the Company pertaining to damaged inventory or /and obsolete and impaired. The Group measures the inventory at the lower of cost and net realizable value. Net realizable value is determined based on sale prices after the end of the reporting period.
Determination of net realizable value of inventory has been identified as a key audit matter area since it involves estimates and judgements of the Management related to the net realizable value.
In this context, in every reporting period, the Group Management makes estimates regarding identification of slow moving /obsolete inventory and determines net realizable value, based on products seasonality, their movement during the year, as well as next year projections. The Group's disclosures in respect of accounting policies used are presented in Notes 3.2, 4.9 and 5.13 to the financial statements.
Our audit approach included, inter alia, the following procedures:
Management is responsible for other information. The other information is included in the Management Report of the Board of Directors, specifically referred to in the "Report on Other Legal and Regulatory Requirements" section of the current report and the Representations of the Members of the Board of Directors, though it does not include the financial statements and the auditor's report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, we conclude, based on our audit, that there is a material misstatement therein, we are required to communicate that matter. We have nothing to report, regarding the aforementioned matter.
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with the IFRSs as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company's and Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless there is an intention to liquidate the Company or the Group or to cease operations, or there is no realistic alternative but to do so.
The Audit Committee (artic. 44 Law 4449/2017) of the Company is responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Law, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, as incorporated into the Greek Law, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company of the Group to cease to continue as a going concern.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication
Taking into consideration that Management is responsible for the preparation of the Management Report of the Board of Directors for the year ended 30 June 2018, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part B) we note the following:
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the complementary report to the Company's Audit Committee in accordance with Article 11 of the European Union (EU) Regulation 537/2014.
We have not provided the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014.
The permitted non-audit services that we have provided to the Company and its subsidiaries during the financial year that ended 30 June 2018, are disclosed in note 5.3 of the accompanying separate and consolidated financial statements.
We have been appointed statutory auditors by the Annual General Meeting of the Company on 11/12/1998. Since, we have been appointed as the statutory auditors for a total period of 20 years based on the decisions of the shareholder's Annual General Meetings
Athens, 12 October 2018
Certified Accountants (C.A.)
Athanasia Arabatzi Manolis Michalios
I.C.P.A. Reg. No.: 12821 I.C.P.A. Reg. No.: 25131
© 2018 Grant Thornton Ορκωτοί Ελεγκτές Σύμβουλοι Επιχειρήσεων | Ζεφύρου 56, 175 64 Π. Φάληρο | Τ: +30 210 7280000 Φ: +30 210 7212222 | www.grant-thornton.
Annual Report for the financial year 2017/2018
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 01.07.2017 to 30.06.2018, 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 Capital Market Committee 7/448/11.10.2007 Article 2, the consolidated and the Separate Financial Statements as at 30.06.2018, 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 and the non-financial information under Law .4403 / 07.07.2016 are also included.
The current report presents the data on JUMBO SA and JUMBO Group of 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 01.07.2017-30.06.2018, 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 as well as the most significant transactions that took place between the issuer and its related parties
Turnover: The Group's turnover reached € 753,30 mil, presenting increase of approximately 10,55% as compared to the previous financial year with a turnover of € 681,43 mil. The Company's turnover amounted to € 632,65 mil, presenting an increase of approximately 8,42% as compared to the previous fiscal year with a turnover of € 583,50 mil.
During the financial year July 2017 - June 2018, JUMBO Group introduced two owned hyperstores, in Romania. The one opened in October 2017 in the city of Suceava (approximately of 14.500 sqm) and the other in February 2018 in Bucharest (approximately of 11.800 sqm).
As at 30.06.2018, the Group's network had 75 stores, 51 of which are located in Greece, 5 in Cyprus, 9 in Bulgaria and 10 in Romania and had also the on line store www.e-Jumbo.gr.
Furthermore, the Company, through collaborations, has presence, with stores that operating under the JUMBO brand, in five countries (F.Y.R.O.M., Albania, Kosovo, Serbia and Bosnia).
Gross profit: The Group's gross profit margin for the fiscal year 01.07.2017-30.06.2018 reached 52,46% from 52,17% for the previous year.
Respectively, for the Company the gross profit margin for the fiscal year 01.07.2017-30.06.2018 eased at 42,76% compared to 43,90% for the previous year.
Earnings before interest, taxes, investment results, depreciation and amortization: Earnings before interest, tax, investment results and depreciation of the Group reached € 221,25 mil from € 194,78 mil in the previous fiscal year and the Earnings before interest, taxes, investment results, depreciation and amortization margin stood at 29,37% from 28,58% in the previous fiscal year. Earnings before
interest, taxes, investment results, depreciation and amortization for the Company reached € 141,07 mil as compared to € 132,03 mil in the previous fiscal year and Earnings before interest, taxes, investment results, depreciation and amortization margin stood at 22,30% from 22,63% in the previous fiscal year. The above indicator maintained due to expenditure restraint.
Net Profits after tax: The Net Consolidated Profits after tax reached € 151,10 mil. from € 131,01 mil. in the previous financial year, i.e. increased by 15,34%.
Net Profits after tax for the Company reached € 87,86 mil. from € 82,06 mil. in the previous financial year, increased by 7,07%.
Net cash flows from operating activities: Net cash flows from operating activities of the Group amounted to € 164,48 mil. from € 103,87 mil. The capital expenses amount of € 42,20 mil in the year 2017/2018, net cash flows after investment and operating activities amounted to € 130,00 mil in the year 2017/2018 from € 81,54 mil in the previous fiscal year. Cash and cash equivalent after financing activities amounted to € 436,89 mil. for 2017/2018 from € 366,05 mil in the previous financial year.
Net cash flows from operating activities of the Company amounted to € 102,41 mil. from € 50,31 mil. The capital expenses of € 12,63 mil in 2017/2018 lead to net cash flow from investing and operating activities of € 94,84 mil in 2017/2018 from € 46,55 mil in 2016/2017. Cash and cash equivalent amounted to € 186,98 mil in 2017/2018 from € 150,30 mil in the previous financial year.
Earnings per share: The Group's basic and diluted earnings per share reached € 1,1105 as compared to € 0,9629 in the previous financial year, i.e. increased by 15,33% and the Earnings per share of the Company reached € 0,6458, increased by 7,07% as compared to the previous financial year of € 0,6031.
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 30.06.2018 the carrying amount of the Group's Tangible Fixed Assets amounted to € 547,43 mil and represented 40,19% of the Group's Total Assets as compared to the previous year carrying amount of € 520,23 mil that represented 41,30% of the Group's Total Assets.
As at 30.06.2018 the carrying amount of the Company's Tangible Fixed Assets amounted to € 295,97 mil and represented 29,19% of the Company's Total Assets as compared to the carrying amount as at 30.06.2017 which amounted to € 297,77 mil and represented 30,39% of the Total Assets.
Net investments for the purchase of fixed assets by the company for the closing year amounted to € 14.639 thousand for the Company and € 60.361 thousand for the Group.
Inventories: Inventories of the Group amounted on 30.06.2018 to € 247,81mil compared to € 239,23 mil on 30.06.2017 and represent a proportion of Total Consolidated Assets which is set on 30.06.2018 at 18,19% compared to 18,99% on 30.06.2017. Inventories of the Company amounted, respectively, to € 212,87 mil compared to € 210,14 mil and represent a proportion of Total Assets of the Company which is set at 20,99% compared to 21,45%.
Long term bank liabilities: As at the same date, long term bank liabilities of the Group relating to liabilities payable within the next 12 months stood at 144,73 million Euro ( the Company 144,73 million Euro), i.e. 10,63% of Total Liabilities (The Company 14,27%) versus 144,39 million Euro at the Group and the Company level as at 30.06.2017.
Short term bank liabilities: As at the same date, short term bank liabilities of the Group stood at 4,89 million Euro and the Company stood at 4,68 million Euro, i.e. 0,36% of Total Liabilities (The Company 0,46%) versus 14,82 million Euro for the Group and the Company level as at 30.06.2017.
Equity: Consolidated Equity amounted in the current financial year to € 1.058,47 mil compared to € 961,67 mil on 30.06.2017 and represented 77,71% of the Group's Total Liabilities. Equity for the Company amounted to € 752,16 mil compared to € 713,52 mil on 30.06.2017 representing 74,18% of the Company's Total Liabilities. The increase in Equity of the Group is mainly attributed to the profitability.
Net borrowing ratios: During the current financial year, cash balances of the Group were higher than the total borrowings by the amount of € 287,27 mil and as a consequence total net borrowing was
negative. At 30.06.2017 cash balances of the Group were higher than the total borrowings by the amount of € 206,83 mil and as a consequence total net borrowing was negative.
At 30.06.2018 cash balances of the Company were higher than the total borrowings by the amount of € 37,57 mil and as a consequence total net borrowing was negative. Net borrowing of the Company was € 8,92 mil in the year 2016/2017.
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 30.06.2018 the total amount of earnings before taxes, financial and investment results which was allocated among four segments amounted to € 196,57 mil. Respectively on 30.06.2017 the total amount of earnings before taxes, financial and investment results which was allocated among four segments amounted to € 171,82 mil.
The segment of Greece represented for the year 01.07.2017-30.06.2018 64,91% of the Group's turnover while it also contributed 58,67% of the total earnings before taxes, financial and investment results. For the previous financial year this segment represented 69,05% of turnover, while it contributed to 63,40% of the total earnings before taxes, financial and investment results.
The segment of Cyprus represented for the financial year 01.07.2017-30.06.2018 11,37% of the Group's turnover while it also contributed 14,21% of the total earnings before taxes, financial and investment results. For the previous financial year this segment represented 11,84% of turnover while it contributed 14,98% of the total earnings before taxes, financial and investment results.
The segment of Bulgaria represented for the financial year 01.07.2017-30.06.2018 10,36% of the Group's turnover while it also contributed 10,46% of the earnings before taxes, financial and investment results. For the previous financial year this segment represented 9,49% of turnover while contributed 9,29% of the total earnings before taxes, financial and investment results.
The segment of Romania represented for the financial year 01.07.2017-30.06.2018 13,35% of the Group's turnover while it also contributed 16,66% of the total earnings before taxes, financial and investment results. For the previous financial year this segment represented 9,63% of turnover while contributed 12,33% of the total 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.
ROE (Return on Equity): this ratio divides the Earning After Tax (EAT) with the average Equity of the two last years.
The Group uses as alternative performance measures the Earnings before Interest, Tax Depreciation and Amortization (EBITDA), Margin of Earnings before interest, tax investment results depreciation and amortization and Net debt. These indicators are taken into account by the Group's management for strategic decisions.
| Earnings before interest, taxes, depreciation and amortization (EBITDA) | ||||
|---|---|---|---|---|
| The Group The Company |
||||
| Amounts in mil. € | 30/06/2018 | 30/6/2017 | 30/06/2018 | 30/6/2017 |
| Earnings After Tax | 151,10 | 131,01 | 87,86 | 82,06 |
| Taxes | 46,76 | 42,46 | 36,52 | 34,21 |
| Interest | (1,29) | (1,65) | 1,18 | 0,74 |
| Depreciation | 24,71 | 23,05 | 15,55 | 15,13 |
| Earnings before interest, | ||||
| taxes, depreciation and | ||||
| amortization (EBITDA) | 221,27 | 194,87 | 141,10 | 132,13 |
| Investment results | (0,03) | (0,09) | (0,03) | (0,10) |
| Earnings before interest, tax | ||||
| investment results | ||||
| depreciation and | ||||
| amortization | 221,25 | 194,78 | 141,07 | 132,03 |
| Turnover | 753,30 | 681,43 | 632,65 | 583,50 |
| Margin of Earnings before | ||||
| interest, tax investment results | ||||
| depreciation and | ||||
| amortization | 29,37% | 28,58% | 22,30% | 22,63% |
Note
The term EBITDA refers to earnings before interest, taxes, depreciation and amortization and alongside with the Earnings before interest, tax investment results depreciation and amortization Margin constitute measures of the Company's and the Group's operational performance.
| NET DEBT | ||||
|---|---|---|---|---|
| The Group | The Company | |||
| Amounts in mil. € | 30/06/2018 | 30/6/2017 | 30/06/2018 | 30/6/2017 |
| Long term loan liabilities | - | 144,39 | - | 144,39 |
| Short-term loan liabilities | 149,62 | 14,82 | 149,41 | 14,82 |
| Cash and cash equivalents |
(436,89) | (366,05) | (186,98) | (150,30) |
| Net Debt | (287,27) | (206,83) | (37,57) | 8,92 |
Note
The net debt for the Company and the Group is the total borrowings decreased by the amount of cash and cash equivalents and is used by the Management of the Company and the Group as a measure of liquidity.
The significant events which took place during the fiscal year 2017/2018, as well as their effect on the annual financial statements are the following.
The Annual Regular General Meeting of the shareholders held on 08.11.2017, approved the distribution of a dividend of € 0,36 per share before withholding tax, formed from the undistributed profits for the year 2016/2017. As of 28.03.2017 the Company has already paid in the form of an interim dividend the amount of € 24.490.756,62 and with the approval of the General Meeting distributed the remaining amount of € 24.490.756,62. The remaining amount of the dividend, after withholding tax, if necessary, amounted to € 0,1530 per share and payments to shareholders began on 28.12.2017.
At its meeting dated March 2nd, 2018 the Board of Directors of the Company decided to distribute the amount of € 0,1728 per share as an interim dividend for the year 2017/2018. After withholding a dividend tax of 15%, if necessary, the interim dividend amounts to €0,1469 per share. The payments to shareholders began on 03.04.2018
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.
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.
A potential inability of improvement of 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 Group has responded successfully to the singular conditions of the Greek economy achieving an increase of 10,55% in revenue compared to the financial year 2017/2018. Group has a significant presence in Greece but due to its export orientation, 38,55% 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.
On June 30, 2018, the Group and the Company are exposed to changes in the interest rate market in terms of their bank borrowing, finance leases, cash and cash equivalents which are subject to a variable rate of interest. A reasonable change in the interest rate of +/- 0,5% would benefit / burden the Company's and Group's results by € 42.385 and € 1.371.550, respectively.
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 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 is constantly re-engineering its products, focusing on cost constrain and creating sufficient stock early enough at favourable prices.
During the last eight years and particularly during the latest period after 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 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 more than 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. 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.
Threat or event of war or a terrorist attack or potential consequences for Greece from failure to meet the 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 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 .
As the Greek market continues to experience a period of great uncertainty, 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.
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 the context of the above mentioned, the Company aims to open one more store during the financial year 2018/2019.
In Bulgaria, the subsidiary company «JUMBO ΕC.B LTD», operated until 30.06.2018 nine stores, four in Sofia, one in Plovdiv, one in Varna, one in Burgas, one in Rousse and one in Stara Zagora. The Company aims to open one more store in the next two years.
In Cyprus, the subsidiary company JUMBO Trading Ltd, operated until 30.06.2018 five stores. One in Nicosia, two in Lemessos, one in Larnaka and one in Paphos. The Company aims to open one more store in the next two years, in Nicosia.
In Romania, the subsidiary company «JUMBO ΕC.R SRL» had until today eleven hyper-stores as in September 2018 a new hyper –store opened in Bucharest. As a result today the Company operates four stores in Bucharest, one in Timisoara, one in Oradea, one in Arad, one in Ploiesti, one in Pitesti one in Constanta and one in Suceava. Regarding the current year, the Management aims to open two more hyper-stores in the country.
Moreover, via various collaborations, the Company has presence in five countries (FYROM, Albania, Kosovo, Serbia and Bosnia) 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 management of the Parent Company will propose to the General Meeting for the closing year 2017/2018 the distribution of a dividend of total amount € 53.063.306,01 or € 0,39 (gross) per share (136.059.759 shares). As of 03.04.2018 the Company has already paid in the form of an interim dividend the amount of € 23.511.127,13 and it is expected with the approval of the General Meeting to distribute the remaining amount of € 29.552.178,88 corresponding to € 0,2172 per share (gross). It is noted that according to law 4387/2016, a 15% of dividend tax shall be withheld, where necessary. 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 people employed as at the end of the financial year (30.06.2018) reached for the Group 6.378 persons, 5.607 of whom permanent personnel and 771 seasonal, while the average number of personnel for the financial year 2017/2018 escalated to 6.000 persons (5.271 of whom permanent personnel and 729 seasonal). The Company at the end of the financial year (30.06.2018) employed 3.929 persons, 3.402 of whom permanent personnel and 527 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 658 persons (415 of whom permanent personnel and 243 seasonal), the subsidiary in Bulgaria employed 839 permanent personnel and the subsidiary in Romania employed 952 persons (951 of whom permanent personnel and 1 seasonal).
The basic accounting principles applied are consistent with those applied for the Financial Statements of the previous year 2016-2017 (01.07.2016-30.06.2017), 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 30.06.2018. In order to obtain bank overdrafts for a Group's subsidiary, the amount of € 900.000 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.
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, Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Registration of Companies Cyprus, under number Ε 44824. It operates in Cyprus and has the same objective as the Parent, which is retail toys trade. The parent company holds 100% of its shares and its voting rights.
The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD» was founded on the 1st of September 2005 as a Single-member Limited Liability Company under the Registration Number 96904, book 1291, of the First Instance Court of Sofia and according to the conditions of the Special Law, under number 115. Its headquarters are in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The parent company holds 100% of its shares and voting rights.
The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 9th of August 2006 as a Limited Liability Company (srl) under 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. The parent company holds 100% of its shares and voting rights.
The subsidiary company ASPETTO Ltd was founded on 21.08.2006 in Cyprus, Nicosia
(Abraham Antoniou 9 avenue, Kato Lakatamia, Nicosia). "JUMBO TRADING LTD" holds 100% of its voting rights.
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.
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.
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 companies, included in the consolidated financial statements and the consolidation method are the following:
| Consolidated | Percentage and | Headquarters | Activity | Consolidation |
|---|---|---|---|---|
| Subsidiary | Participation | method | ||
| JUMBO TRADING | 100% Direct | Cyprus | Commercial | Full Consolidation |
| LTD | ||||
| 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 |
| GEOCAM | 100% Indirect | Cyprus | Investment | Full Consolidation |
| HOLDINGS | ||||
| LIMITED | ||||
| GEOFORM | 100% Indirect | Cyprus | Investment | Full Consolidation |
| LIMITED |
During the financial year ended on 30.06.2018, the transfer of all the assets and liabilities of RIMOKIN PROPERTIES LTD to JUMBO TRADING LTD was completed, following the relevant approval of the authorities, and in accordance with the Reorganization and Merger Plan. Following the above transfer, the subsidiary company RIMOKIN PROPERTIES LTD was dissolved without liquidation, in accordance with the existing legal provisions. The above transfer is a transaction between jointly controlled entities and therefore has no impact on the consolidated financial statements.
The most important transactions and balances between the Company and the related parties (except physical persons) on 30.06.2018 as defined in IAS 24, are as follows:
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Sales of products | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 143.680.018 | 112.989.935 |
| Total | - | - | 143.680.018 | 112.989.935 |
| Sales of services Subsidiaries |
30/06/2018 - |
30/06/2017 - |
30/06/2018 40.653 |
30/06/2017 24.612 |
| Total | - | - | 40.653 | 24.612 |
| Sales of tangible assets Subsidiaries Total |
30/06/2018 - - |
30/06/2017 - - |
30/06/2018 878.567 878.567 |
30/06/2017 970.417 970.417 |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Purchases of products | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 1.452.088 | 1.145.378 |
| Other related parties | - | - | - | - |
| Total | - | - | 1.452.088 | 1.145.378 |
| Purchases of tangible assets and other | ||||
| services | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 56.109 | 109.016 |
| Total | - | - | 56.109 | 109.016 |
| THE GROUP | THE COMPANY | |||
| Receivables | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 754.693 | 1.424.615 |
| Total | - | - | 754.693 | 1.424.615 |
| Liabilities | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | - | 832.928 |
| Total | - | - | - | 832.928 |
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:
| 30/06/2018 | 30/06/2017 | |||
|---|---|---|---|---|
| Amounts in € | Income | Expenses | Income | Expenses |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | 95.132 | - | 1.661 | - |
| Total | 95.132 | - | 1.661 | - |
The above amounts have been eliminated at Group level.
The transactions with Directors and Board Members are presented below:
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
|---|---|---|
| Amounts in euro | 30/06/2018 | 30/06/2018 |
| Wages and salaries | 848.582 | 368.648 |
| Insurance service cost | 88.978 | 47.777 |
| Other fees and transactions with the members of the Board of Directors |
1.036.204 | 1.003.454 |
| Compensation due to termination of employment | 12.064 | 12.064 |
| Total | 1.985.828 | 1.431.943 |
| Pension Benefits: | 30/06/2018 | 30/06/2018 |
| Other Benefits scheme | 72.745 | 72.745 |
| Total | 72.745 | 72.745 |
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
| Amounts in euro | 30/06/2017 | 30/06/2017 |
|---|---|---|
| Wages and salaries | 1.039.354 | 552.225 |
| Insurance service cost Other fees and transactions with the members of |
106.335 | 57.912 |
| the Board of Directors | 1.105.002 | 1.076.895 |
| Compensation due to termination of employment | 9.970 | 9.970 |
| Total | 2.260.661 | 1.697.002 |
| Pension Benefits: | 30/06/2017 | 30/06/2017 |
| Other Benefits scheme | 335.267 | 335.267 |
| Total | 335.267 | 335.267 |
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 01.07.2017-30.06.2018.
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:
With respect to the specific Practices of the Code that are identical to the Legislation that has been abolished or amended (see L.3693/ 2008), the Company adopts and applies the provisions of the applicable Greek Legislation.
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 adopt some specific practices that are specifically mentioned below:
Role and responsibilities of the Board of Directors
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 and in line with the company's culture. (Special practices Α.1.2.a). It is to be specifically noted that the remuneration of the members the Board of Directors are preauthorized, are granted and finalized only by decision of the Ordinary General Assembly 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. Moreover, while the BoD members are selected, criteria such as their career and its relevance to the Company's operations as well as the level of business, legal and financial knowledge are taken into account.
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 the Greek Corporate Governance Code.
• The Company's Board of Directors, elected by the Annual Regular General Assembly on 08.11.2017 for a two-year term of service, was composed by eight members, was constituted in a body on the same day. As a result at 30.06.2018 the Board of Directors of the Company is composed of five (5) executive and three (3) non-executive members which 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.
| Board of Directors | Number of people | % |
|---|---|---|
| Men | 6 | 75% |
| Women | 2 | 25% |
| Total | 8 | 100% |
The proportion of each gender and age of the members of the Board of Directors and of the management team is the following:
The age range of the members of the Board of Directors is from 31 to 73 years old.
| Management Team | Number of people | % |
|---|---|---|
| Men | 5 | 25% |
| Women | 15 | 75% |
| Total | 20 | 100% |
The age range of the management team is from 31 to 60 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 Greek 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 Assembly 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 Assembly 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 Assembly on 3.11.2011, and operates under Law 3016/2002 on Corporate Governance and Law 4449/2017, 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 half year 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.
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 Assembly 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 Assembly, including the agenda and their rights during the General Assembly. The Board uses the Annual General Assembly 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 Assembly 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 Assembly,
• 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;
• voting procedures, proxy procedural terms and the forms to be used for proxy voting;
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 Assembly of shareholders and are available to answer shareholders' questions relevant to their responsibilities. The Chairman of the General Assembly 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 Assembly 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 Assembly 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 Assembly 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.
Mergers, division, modification, revival, extension of its term of duration or liquidation of the Company.
Appointment of liquidators, and
Approval of the 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 Assembly.
Shareholders who are registered in the records of the organization keeping the company securities participate in and vote at the Company's General Assembly. 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 Assembly 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 Assembly 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 Assembly held on November 8th, 2017 and its term of service was defined as that of two years finishing at 08.11.2019, which will be extended until the Annual General Assembly of shareholders. Definition of the candidate's independence was performed by the Board of Directors before his election by the General Assembly of Shareholders.
It is to be noted that the Company's Board of Directors, elected by the Annual Regular General Assembly on 08.11.2017 was constituted in a body on the same day. Therefore, at 30.06.2018 the Board of Directors of the Company is composed of five (5) executive and three (3) independent non-executive members.
The composition of the Board of Directors of JUMBO S.A. as at 30.06.2018 is as follows:
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.
Mrs. Demiri is in charge of accounting department of JUMBO since 2003. During her professional career she served as director of the accounting department in a Corporate Group of the retail sector.
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.
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.
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" and at the company "Kronos S.A.".
Mr. Tzigkos is a graduate of the Athens University of Economics and Business, (1981). After a solid career of more than five years as a chief accounting and tax manager of a multinational company, Mr. Tzigkos co-founded a new Greek company focusing on Tax and Accounting Services, in 1988 (TZIGKOS I BANTRAS Accounting and Tax Consulting S.A.). Mr. Tzigkos maintains primary responsibility for accounting and tax services in the retail, financial and shipping industries and he specializes in consulting both private individuals and companies concerning tax legislation and compliance.
Within the current financial year July 2017-June 2018, the Board of Directors of the Company held thirty one (31) meetings.
| Member | Meetings attended |
|---|---|
| Apostolos- Evangelos Vakakis | 12 |
| Ioannis Economou | 31 |
| Evangelos Papaevangelou | 31 |
| Konstantina Demiri | 31 |
| Sofia Vakaki | 31 |
| Paraskevi Kavoura | 10 until 08.11.2017 |
| Georgios Katsaros | 31 |
| Nikolaos Velissarios | 30 |
| Fotios Tzigkos | 21 from 08.11.2017 |
The table below presents the members of the Board of Directors as well as each member's participation in the meetings:
The functioning of the Board of Directors is supported by the Audit Committee.
The Audit Committee is appointed by the General Assembly of shareholders (Article 44, Law 4449/2017). As at 30.06.2018, it consisted of three independent non-executive members in compliance with the requirements of Corporate Governance Code and the current legislation. The members of the Audit Committee are Mr. Nikolaos Velissarios, Mr. Georgios Katsaros and. Mr Tzigkos Fotios. Mr. Nikolaos Velissarios was appointed as President of the Committee as of the meeting held on November 15th , 2017.
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, while is responsible for the selection
procedure for statutory auditors accountants or audit firms and proposes the statutory auditors or the auditing firms to be appointed.
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.
The responsibilities of the Audit Committee are analytically described in the Audit Committee's Regulations.
Within the closing year, the Audit Committee held eight 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 until 08.11.2017 |
| Nikolaos Velissarios | Attended all the meetings. |
| Georgios Katsaros | Attended all the meetings. |
| Fotios Tzigkos | Attended all the meetings after 08.11.2017 |
Within the closing year, the Audit Committee dealt with the following issues: a) Planning of the audit areas and 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 for FY ended as at 30.6.2017 and interim financial statements for the period ended as at 31.12.2017, c) obligations of the Management and Auditors, d) the risks that arise from the environment in which the Company operates, e) definition and level of materiality to be used in the financial statements used by Auditors under the audit of the financial statements.
JUMBO SA. during its 32 years of operation has grown to one of the largest retailers. The Company's main operation is retail sale of toys, baby items, seasonal items, decoration items, books and stationery.
The Company operates 75 stores in Greece but also in Cyprus, Bulgaria and in Romania through its subsidiaries. Additionally, it has an e-jumbo online store that promotes its wide range of products and has established strategic partnerships with JUMBO branded stores in FYROM, Albania, Kosovo, Serbia and Bosnia.
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 is not already present, keeping in line with its vision and values.
The brief and comprehensive depiction of JUMBO's business model includes the following:
| Crucial Partnerships | Main Activities | Value/ Usefulness | Market segments |
|---|---|---|---|
| Suppliers from all over the world |
JUMBO is primarily a commercial Company |
JUMBO offers quality and real prices in a wide range of toys and baby items, |
addressed by the Company |
| seasonal items, home decoration items, bookshelves and other |
JUMBO products are aimed at the general consumers through: |
||
| Cost Structure | Revenue Structure | small items. Basic customer needs |
retail outlets in 11 regions of the country and 8 |
| Cost of goods purchased Cost of acquisition / |
JUMBO's revenue comes from the retail sale of the goods. |
that are met by JUMBO are: |
overseas countries. |
| rental and maintenance of a |
The Company exports products to countries that |
The Company is developing its activities |
Online Internet sales. |
| large network of retail outlets Advertising |
have entered into strategic partnerships with JUMBO branded stores. |
on the basis of its vision to be able to offer any child or adult, rich or poor, the ability to meet their needs |
Communication Channels |
| A small part of its revenue is the wholesale in Greece. |
without having to spend a fortune. |
Advertising presence on television |
|
| Presence in Social Media |
Our vision is the Republic of Joy.
The Company operates on the basis of the following principles:
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") with the discrepancies as justified in the Corporate Governance Statement of this Financial Report 2017/2018.
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 operation and the responsibilities of the Board of Directors are described in detail in the current codified statute, as well as in the Internal Rules of Operation.
The Board of Directors is supported by the Audit Committee, whose responsibilities, composition, number of meetings and its work are described in detail in the Corporate Governance Statement.
JUMBO has an internal control system that includes all policies, processes, tasks, behaviors, control mechanisms, security controls, and other company-related information. Their implementation is set by the Board of Directors and Management and characterizes the behavior of the entire Human Resources. Responsible for supervising the operation of the Internal Audit System are: the Audit Committee and the Internal Audit Department.
The Internal Audit Department functions as an independent objective and advisory service. Its responsibilities include assessing and improving risk management and internal control systems as well as verifying compliance with statutory policies and procedures as described in the Company's Internal Rules of Operation, applicable law and regulations.
JUMBO applies procedures that ensure transparency and fight against corruption. As stated in the Code of Conduct of the Company:
«JUMBO in no way allows for bribery, illegal payments and unfair practices. Employees and members of the Board of Directors during the practice of their duties must not accept gifts, payments or other services from third parties (customers, suppliers, competitors, other employees, etc.) to promote or convey from assumptions which relate to their duties . The concept of gift includes any offer of object or service with monetary value, loan, discount, fun, travel, housing and low-cost food as well as education.»
extract from the Code of Conduct
The Company 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. JUMBO rest upon the risk management policy implemented by Management. In particular, the risks associated with its activities and operations are assessed and prioritized according to their risk. Then, appropriate financial products are selected to reduce and minimize those risks.
Labor and social issues are subjects of particular importance to the Company, which is reflected in its Internal Rules of Operation. In particular, as provided by the Regulation, persons exercising administrative and managerial responsibilities or taking administrative or managerial decisions must, in the performance of their duties, take all the necessary decisions and measures necessary for the attainment of social goals such as:
JUMBO has developed procedures that ensure respect for human and labor rights, protection of diversity and equal opportunities for all employees. In particular, JUMBO is opposed to child labor and condemns all forms of forced and forced labor. It seeks to develop and reward employees through their evaluation, which is one of the factors associated with the additional cash provided to them each year. At the same time, it takes care of the appropriate training of human resources on issues related to their specialty and responsibilities, but also on health and safety issues. In 2018, of the 5.415 training hours, the 5.400 concerned health and safety issues.
«JUMBO'S policy is to operate under fair and legitimate human resources management processes, without distinguishing between age, race, gender, color, ethnic origin, religion, health, sexual preferences, political or ideological views, or other characteristics of workers, protected by laws and regulations.»
extract from the Code of Conduct
The Company's human resources increased by 4,33% compared to the previous year, amounted to 3.929 people on 30.6.2018 and are covered by contracts of employment as a whole. Of the total work force, 64% are women and 64% belong to the 30-50 age group.
| Personnel by type of employment and contract of employment | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30.06.2017 | 30.06.2018 | ||||||||
| Men | Women | Total | Men | Women | Total | ||||
| Contract of | |||||||||
| indefinite | |||||||||
| duration | 1168 | 2124 | 3292 | 1225 | 2177 | 3402 | |||
| Fixed-term | |||||||||
| employment | |||||||||
| contract | 187 | 287 | 474 | 189 | 338 | 527 | |||
| Seasonal workers | 187 | 287 | 474 | 189 | 338 | 527 | |||
| Full-time | 1.029 | 998 | 2.027 | 1.094 | 1.185 | 2.279 | |||
| Part-time | 139 | 1.126 | 1.265 | 131 | 992 | 1.123 |
It is noted that as part of employee benefits, JUMBO provides a 20% discount to its employees on all products it sells.
Regarding the subject of Health and Safety at work, Jumbo fully meets the requirements of the existing Legislation and in particular the provisions of Law 1568/85, 294/1988 and article 4 of Presidential Decree 17/1996. In this context, the Company has entered into a partnership with an external partner who is responsible for the supply of a Safety and Occupational Safety Officer with responsibilities related to the existence of preventive measures related to health and safety issues and training of human resources. At the same time, he has established a 5-member Health and Safety Committee, which consists of the aforementioned but also the Personnel Manager and a member of the Board of Directors.
In particular, the following are implemented on an annual basis:
• Measures and actions of fire protection.
| Categories of expenditures for Health and Safety (€) | 30.06.2017 | 30.06.2018 |
|---|---|---|
| Fire safety (maintenance / upgrading of fire protection | ||
| equipment) | 60.185 | 47.615 |
| Medical service and health monitoring | 71.684 | 67.588 |
| Staff training on health and safety issues | 200.115 | 112.660 |
| Security upgrade projects | 97.515 | 155.685 |
| Cleaning of premises | 304.043 | 365.721 |
| Cleaning Supplies | 270.383 | 321.631 |
| Total | 1.003.924 | 1.070.900 |
The Company has recognized the importance of protecting the environment and promotes "environmentally friendly practices" as provided by its Internal Operation Regulation. The areas where the Company operates are not subject to a biodiversity protection scheme, such as NATURA 2020 sites or protected areas with wetlands, while no abstraction from surface water (eg rivers, lakes) occurs.
JUMBO participates in Collective Alternative Management Systems for waste of packaging, batteries and electrical appliances from the first day of commencement of its obligations. Apart from participating and paying the relevant contributions, the Company is actively involved in the collection of recycled materials. For this purpose, the bins of the respective systems have been placed in the shops in order to make it easier for the consumer to dispose of the materials to be recycled. Specifically, the Collective Alternative Management System for waste of small batteries "ΑΦΗΣ" has placed the corresponding bins at all JUMBO stores, while the Collective Alternative Management System for Recycling Appliance has placed bins for recycling small electrical appliances to most of them.
Additionally, the Company applies systematic collaboration with licensed paper recycling companies to collect and package packaging materials in individual stores, thereby facilitating the recycling process. In order to strengthen the process, the Company has invested in a stable and mobile infrastructure.
The Company purchases its products from suppliers that are evaluated at regular intervals over time, while in specific cases, during on-site visits to their premises, it observes the working conditions in order to meet the conditions as defined at the beginning of their partnership.
In addition, the Company has invested in a computerized system whereby each supplier "uploads" the certificates of each product on which an order is placed. Through this computerized system, suppliers are required at the commencement of their collaboration to submit electronically all the Certificates provided for by European legislation.
The certifications requested by each supplier depend on the nature of the product and the requirements of the legislation applicable to the countries of the European Union. For that reason, JUMBO owes to provides all the information required to be included in its products, namely:
| Type of information | Yes |
|---|---|
| Origin of product components | √ |
| Content, in particular for substances likely to cause environmental or social | √ |
| impact. | |
| Safe use of the products or services. | √ |
| Product disposal and environmental / social effects. | √ |
Successful management of subjects concerning quality during fiscal year of 2018 resulted in avoidance of incidents of non-compliance with the laws and other regulations that affect the Company's products and services regarding the health and safety of customers, users and generally those who come in contact with them.
The share capital of the Company as at 30.06.2018 amounted to one hundred nineteen million seven hundred thirty two thousand five hundred and eighty seven and 0,92 (€ 119.732.587,92), divided into one hundred thirty-six millions fifty-nine thousand seven hundred and fifty-nine 136.059.759 common nominal shares with the nominal value of eighty eight cents (0,88) each, without any change since 30.06.2017.
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 30.06.2018 hold direct or indirect participations higher than 5% of the total number of shares are presented in the table below.
| NAME | PERCENTAGE 30/06/2018 |
|---|---|
| TANOCERIAN MARITIME S.A. | 23,22% |
| FIDELITY LOW-PRICED STOCK FUND | 7,38% |
It is to be noted that "FMR LLC" on behalf of itself and various "mutual funds" and other investment accounts managed by FMR LLC and its respective affiliates' notified the company on 19/12/2012 that the number of the voting rights of Jumbo that FMR LLC held indirectly on 17/12/2012 was 17.130.105 or 13,18%. According to the notification, the number of voting rights held prior to the transaction stood at 17.005.414 or 13,08% of the shareholders equity. Moreover, according to the notification the number of voting rights of "Fidelity Management & Research Company," which is one of the controlled companies, stands at 14.353.895 or 11,04% and is included to the number of voting rights held by "FMR LLC".
Also Capital Group Companies, Inc ("CGC"), announced to the company on 10.02.2016 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 February 9, 2016, "Capital Group Companies, Inc («CGC»)" was indirectly the owner of 6.872.964 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.
The 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 Funds family of mutual funds. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC in turn is the parent company of Capital Group International, Inc. ("CGH"), which in turn is the parent company of five investment management companies ("CGII management companies"): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. The CGII management companies primarily serve as investment managers to institutional clients. 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 the 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 do not include limitations on the voting rights arising from the ownership of its shares.
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 Assembly held at 03.11.2011 approved the acquisition of the Company's own shares pursuant to the provisions of Article 16 of Codified Law 2190/1920. That decision has not been activated.
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 21.05.2014, 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 Assembly 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 30.06.2018 to the amount of 72.745 Euro.
In July 2018, the management of Westlook Properties Ltd SRL, a subsidiary of Jumbo Trading Ltd, began the procedures for terminating the company's activities with the ultimate purpose of dissolution and liquidation.
On August 6, 2018, a bond loan agreement of eight years maturity and of a maximum amount of up to € 200 million was signed between the parent company and the credit institution, with the issue of the Loan Bonds in November 2018 and a 2,75% interest margin. The purpose of the above loan is to refinance the existing common bond loan of € 145 million, issued on 21.05.2014, as well as to finance the company's capital expenditures.
The meeting of the Board of Directors of the parent company "JUMBO AEE", dated 26 September 2018, decided to decrease the share capital of the subsidiary Bulgarian company "JUMBO EC. B" by the amount of € 25 million with a reduction of the nominal value from 100 Leva / share to 80 Leva / share and return of that capital to the parent company.
In September 2018, one more self-owned hyper-store started its operations in Bucharest (approximately 13.600 sqm), in Romania. Consequently, until the date of approval of the financial statements for the year 2017/2018, the JUMBO network numbered 76 stores.
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.
The current Annual Report of Board of Directors for the financial year 01.07.2017 – 30.06.2018 has been published on website at www.e-jumbo.gr (http://corporate.e-jumbo.gr/).
Moschato, 12 October 2018
With the authorization of the Board of Directors
Apostolos- Evangelos Vakakis
President of the Board of Directors
The attached Financial Statements are the ones approved by the Board of Directors of JUMBO S.A. on 12.10.2018 and have been published to the electronic address www.e-jumbo.gr as well as on ATHEX website, where they will remain at the disposal of investors for at least ten (10) years starting from their preparation and publication date.
(All amounts are expressed in euros except from shares)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
|
| Turnover | 5.1 | 753.299.915 | 681.429.945 | 632.650.147 | 583.501.179 |
| Cost of sales | 5.2 | (358.150.117) | (325.939.641) | (362.120.329) | (327.372.759) |
| Gross profit | 395.149.798 | 355.490.305 | 270.529.818 | 256.128.420 | |
| Other income | 5.4 | 6.365.316 | 4.525.615 | 3.714.905 | 3.139.560 |
| Distribution costs | 5.3 | (176.573.678) | (160.948.396) | (126.975.454) | (121.027.941) |
| Administrative expenses | 5.3 | (22.453.736) | (21.554.539) | (17.897.207) | (17.384.710) |
| Other expenses | 5.4 | (5.921.257) | (5.695.572) | (3.815.159) | (3.852.851) |
| Profit before tax, interest and investment results |
196.566.442 | 171.817.413 | 125.556.904 | 117.002.478 | |
| Finance costs | 5.5 | (5.509.916) | (5.373.990) | (5.333.384) | (5.228.477) |
| Finance income | 5.5 | 6.802.051 | 7.178.866 | 4.156.493 | 4.649.046 |
| Other financial results | 5.5 | - | (156.420) | - | (156.420) |
| 1.292.135 | 1.648.456 | (1.176.891) | (735.851) | ||
| Profit before taxes | 197.858.577 | 173.465.869 | 124.380.014 | 116.266.628 | |
| Income tax | 5.6 | (46.757.750) | (42.457.760) | (36.517.393) | (34.205.024) |
| Profits after income tax | 151.100.827 | 131.008.109 | 87.862.622 | 82.061.605 | |
| Attributable to: Shareholders of the parent company |
151.100.827 | 131.008.109 | 87.862.622 | 82.061.605 | |
| Non-controlling Interests | - | - | - | - | |
| Basic earnings per share (€/share) |
5.7 | 1,1105 | 0,9629 | 0,6458 | 0,6031 |
| Earnings before interest, tax investment results depreciation and amortization |
221.245.636 | 194.777.298 | 141.073.519 | 132.029.829 | |
| Earnings before interest, tax and investment results |
196.566.442 | 171.817.413 | 125.556.904 | 117.002.478 | |
| Profit before tax | 197.858.577 | 173.465.869 | 124.380.014 | 116.266.628 | |
| Profit after tax | 151.100.827 | 131.008.109 | 87.862.622 | 82.061.605 |
(All amounts are expressed in euros except from shares)
| THE GROUP | THE COMPANY | |||||
|---|---|---|---|---|---|---|
| 01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
|||
| Net profit (loss) for the year | 151.100.827 | 131.008.109 | 87.862.622 | 82.061.605 | ||
| Items will not be classified subsequently in the income statement: |
||||||
| Actuarial Gains / (Losses) | (340.463) | 1.037.090 | (339.123) | 1.040.017 | ||
| Deferred taxes to the actuarial gains / (losses) |
98.480 | (301.312) | 98.346 | (301.605) | ||
| (241.983) | 735.778 | (240.777) | 738.412 | |||
| Items that it is possible to be classified subsequently in the income statement: |
||||||
| Gain / (Losses)on measurement of financial assets available for sale |
(2.501.207) | 745.040 | - | - | ||
| Exchange differences on translation of foreign operations |
(2.580.268) | (688.878) | - | - | ||
| (5.081.475) | 56.162 | - | - | |||
| Other comprehensive income for the year after tax |
(5.323.458) | 791.940 | (240.777) | 738.412 | ||
| Total comprehensive income for the year | 145.777.369 | 131.800.049 | 87.621.845 | 82.800.017 | ||
| Total comprehensive income for the year attributed to : |
||||||
| Owners of the company | 145.777.369 | 131.800.049 | 87.621.845 | 82.800.017 | ||
| Non-controlling Interests | - | - | - | - |
(All amounts are expressed in euros unless otherwise stated)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | |
| Non-current Assets | |||||
| Property, plant and equipment | 5.8 | 542.460.721 | 514.875.163 | 291.000.548 | 292.417.714 |
| Investment property Investments in subsidiaries |
5.9 5.10 |
4.969.210 - |
5.352.381 - |
4.969.210 207.087.029 |
5.352.381 207.087.029 |
| Financial assets available for | |||||
| sale | 5.11.1 | 6.119.975 | 8.621.182 | - | - |
| Other long term receivables | 5.12 | 15.870.463 | 16.497.669 | 7.273.647 | 7.337.921 |
| Long term restricted bank | 5.17 | ||||
| deposits | 900.000 | 900.000 | - | - | |
| 570.320.369 | 546.246.395 | 510.330.434 | 512.195.045 | ||
| Current Assets | |||||
| Inventories Trade debtors and other trade |
5.13 | 247.808.426 | 239.233.591 | 212.870.068 | 210.141.089 |
| receivables | 5.14 | 32.665.086 | 34.599.910 | 33.370.499 | 35.970.031 |
| Other receivables | 5.15 | 72.455.400 | 70.213.533 | 69.637.620 | 69.441.119 |
| Other current assets | 5.16 | 1.959.197 | 3.243.614 | 767.025 | 1.854.635 |
| Cash and cash equivalents | 5.18 | 436.891.686 | 366.047.454 | 186.980.736 | 150.296.109 |
| 791.779.795 | 713.338.102 | 503.625.949 | 467.702.983 | ||
| Total assets | 1.362.100.164 | 1.259.584.497 | 1.013.956.382 | 979.898.028 | |
| Equity and Liabilities Equity attributable to the shareholders of the parent entity |
|||||
| Share capital Share premium reserve |
5.19.1 5.19.2 |
119.732.588 49.995.207 |
119.732.588 49.995.207 |
119.732.588 49.995.207 |
119.732.588 49.995.207 |
| Translation reserve | (5.112.803) | (2.532.535) | - | - | |
| Other reserves | 5.19.2 | 462.889.209 | 432.704.935 | 466.558.338 | 433.871.650 |
| Retained earnings | 430.964.682 | 361.772.833 | 115.871.157 | 109.917.515 | |
| 1.058.468.883 | 961.673.028 | 752.157.290 | 713.516.960 | ||
| Non-controlling Interests | - | - | - | - | |
| Total equity | 1.058.468.883 | 961.673.028 | 752.157.290 | 713.516.960 | |
| Non-current liabilities | |||||
| Liabilities for pension plans | 5.20 | 7.724.613 | 6.909.746 | 7.680.839 | 6.873.896 |
| Long term loan liabilities | 5.21 | - | 144.391.597 | - | 144.391.597 |
| Other long term liabilities | 5.24 | 17.939.988 | 4.694.598 | 27.272 | 29.272 |
| Deferred tax liabilities Total non-current liabilities |
5.25 | 7.944.656 33.609.256 |
8.037.925 164.033.866 |
7.817.641 15.525.752 |
7.923.112 159.217.877 |
| Current liabilities | |||||
| Provisions | 5.26 | 237.813 | 235.540 | 219.210 | 216.937 |
| Trade and other payables | 5.27 | 40.310.364 | 39.841.569 | 39.249.191 | 39.863.974 |
| Current tax liabilities | 5.28 | 49.792.798 | 49.427.077 | 40.833.480 | 38.101.728 |
| Short-term loan liabilities | 5.23 | 4.892.032 | 14.823.532 | 4.677.286 | 14.823.532 |
| Long term loan liabilities payable in the next financial |
|||||
| year | 5.22 | 144.731.299 | - | 144.731.299 | - |
| Other current liabilities | 5.29 | 30.057.720 | 29.549.884 | 16.562.875 | 14.157.020 |
| Total current liabilities | 270.022.025 | 133.877.602 | 246.273.340 | 107.163.191 | |
| Total liabilities | 303.631.281 | 297.911.468 | 261.799.092 | 266.381.068 | |
| Total equity and liabilities | 1.362.100.164 | 1.259.584.497 | 1.013.956.382 | 979.898.028 |
(All amounts are expressed in euros except from shares)
| THE GROUP | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Share Premium Reserve |
Translation Reserve |
Statutory Reserve |
Fair Value Reserve |
Tax- free reserves |
Extraordinary reserves |
Other reserves |
Retained earnings |
Total Equity | |
| Balances as at 1st July 2017, according to the IFRS |
119.732.588 | 49.995.207 | (2.532.535) | 45.212.343 | (1.169.971) | 1.797.944 | 387.955.152 | (1.090.533) | 361.772.833 | 961.673.028 |
| Changes in Equity Dividends paid |
(48.981.514) | (48.981.514) | ||||||||
| Statutory Reserve | 4.127.465 | (4.127.465) | - | |||||||
| Extraordinary Reserves Other |
28.800.000 | (28.800.000) | - - |
|||||||
| Transactions with owners | - | - | - | 4.127.465 | - | - | 28.800.000 | - | (81.908.979) | (48.981.514) |
| Net profit for the year 01/07/2017- 30/06/2018 |
151.100.827 | 151.100.827 | ||||||||
| Other comprehensive income Actuarial gains / (losses) on defined benefit pension plans |
(340.463) | (340.463) | ||||||||
| Deferred tax actuarial gains / (losses) |
98.480 | 98.480 | ||||||||
| Exchange differences on transaction of foreign operations Profit / (Loss)from the |
(2.580.268) | (2.580.268) | ||||||||
| measurement of financial assets available for sale |
(2.501.207) | (2.501.207) | ||||||||
| Other comprehensive income | (241.984) | - | ||||||||
| Total comprehensive income for the year |
- | - | (2.580.268) | - | (2.501.207) | - | - | (241.984) | 151.100.827 | 145.777.369 |
| Balance as at June 30th 2018 according to IFRS |
119.732.588 | 49.995.207 | (5.112.803) | 49.339.808 | (3.671.178) | 1.797.944 | 416.755.152 | (1.332.517) | 430.964.682 | 1.058.468.883 |
(All amounts are expressed in euros except from shares)
| THE GROUP | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Share Premium Reserve |
Translation Reserve |
Statutory Reserve |
Fair Value Reserve |
Tax- free reserves |
Extraordinary reserves |
Other reserves |
Retained earnings |
Total Equity | |
| Balances as at 1st July 2016, according to the IFRS |
119.732.588 | 49.995.207 | (1.843.657) | 41.964.068 | (1.915.011) | 1.797.944 | 396.784.017 | (1.826.310) | 310.901.781 | 915.590.627 |
| Changes in Equity Dividends paid |
(36.736.135) | (48.981.513) | (85.717.648) | |||||||
| Statutory Reserve | 4.157.496 | (4.157.496) | - | |||||||
| Extraordinary Reserves Other |
(909.222) | 27.907.270 | (27.907.270) 909.222 |
- - |
||||||
| Transactions with owners | - | - | - | 3.248.273 | - | - | (8.828.865) | - | (80.137.056) | (85.717.648) |
| Net profit for the year 01/07/2016- 30/06/2017 |
131.008.109 | 131.008.109 | ||||||||
| Other comprehensive income | ||||||||||
| Actuarial gains / (losses) on defined benefit pension plans |
1.037.090 | 1.037.090 | ||||||||
| Deferred tax actuarial gains / (losses) |
(301.312) | (301.312) | ||||||||
| Exchange differences on transaction of foreign operations |
(688.878) | (688.878) | ||||||||
| Profit / (Loss)from the | ||||||||||
| measurement of financial assets available for sale |
745.040 | 745.040 | ||||||||
| Other comprehensive income | 735.777 | - | ||||||||
| Total comprehensive income for the year |
- | - | (688.878) | - | 745.040 | - | - | 735.777 | 131.008.109 | 131.800.049 |
| Balance as at June 30th 2017 according to IFRS |
119.732.588 | 49.995.207 | (2.532.535) | 45.212.343 | (1.169.971) | 1.797.944 | 387.955.152 | (1.090.533) | 361.772.833 | 961.673.028 |
FOR THE FISCAL YEAR ENDED ON 30 JUNE 2018 (All amounts are expressed in euros except from shares)
| THE COMPANY | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share Premium Reserve |
Statutory Reserve |
Tax- free reserves |
Extraordinary reserves |
Other reserves | Retained earnings |
Total Equity | ||
| Balances as at 1st July 2017, according to the IFRS Changes in Equity |
119.732.588 | 49.995.207 | 45.212.343 | 1.797.944 | 387.955.152 | (1.093.789) | 109.917.515 | 713.516.960 | |
| Dividends paid | (48.981.514) | (48.981.514) | |||||||
| Statutory Reserve Extraordinary Reserves Other |
4.127.465 | 28.800.000 | (4.127.465) (28.800.000) |
- - - |
|||||
| Transactions with owners | - | - | 4.127.465 | - | 28.800.000 | - | (81.908.979) | (48.981.514) | |
| Net profit for the year 01/07/2017-30/06/2018 | 87.862.622 | 87.862.622 | |||||||
| Other comprehensive income | |||||||||
| Actuarial gains / (losses) on defined benefit pension plans |
(339.123) | (339.123) | |||||||
| Deferred tax actuarial gains / (losses) Other comprehensive income |
98.346 (240.777) |
98.346 (240.777) |
|||||||
| Total comprehensive income for the year | - | - | - | - | - | (240.777) | 87.862.622 | 87.621.845 | |
| Balance as at June 30th 2018 according to IFRS |
119.732.588 | 49.995.207 | 49.339.808 | 1.797.944 | 416.755.152 | (1.334.566) | 115.871.157 | 752.157.290 |
| THE COMPANY | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share Premium Reserve |
Statutory Reserve |
Tax- free reserves |
Extraordinary reserves |
Other reserves | Retained earnings |
Total Equity | ||
| Balances as at 1st July 2016, according to the IFRS Changes in Equity |
119.732.588 | 49.995.207 | 41.054.846 | 1.797.944 | 396.784.017 | (1.832.201) | 108.902.190 | 716.434.591 | |
| Dividends paid | (36.736.135) | (48.981.513) | (85.717.648) | ||||||
| Statutory Reserve Extraordinary Reserves Other |
4.157.496 | 27.907.270 | (4.157.496) (27.907.270) |
- - - |
|||||
| Transactions with owners | - | - | 4.157.496 | - | (8.828.865) | - | (81.046.279) | (85.717.648) | |
| Net profit for the year 01/07/2016-30/06/2017 | 82.061.605 | 82.061.605 | |||||||
| Other comprehensive income Actuarial gains / (losses) on defined benefit pension plans |
1.040.017 | 1.040.017 | |||||||
| Deferred tax actuarial gains / (losses) Other comprehensive income |
(301.605) 738.412 |
(301.605) 738.412 |
|||||||
| Total comprehensive income for the year | - | - | - | - | - | 738.412 | 82.061.605 | 82.800.017 | |
| Balance as at June 30th 2017 according to IFRS |
119.732.588 | 49.995.207 | 45.212.343 | 1.797.944 | 387.955.152 | (1.093.789) | 109.917.515 | 713.516.960 |
(All amounts are expressed in euros unless otherwise stated)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Indirect Method | Notes | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Cash flows from operating activities | |||||
| Cash flows from operating activities Interest payable Tax payable |
5.30 | 217.037.917 (5.056.742) (47.496.858) |
153.665.292 (5.126.891) (44.666.644) |
141.745.352 (4.882.107) (34.457.890) |
92.784.632 (4.983.291) (37.487.508) |
| Net cash flows from operating activities |
164.484.317 | 103.871.757 | 102.405.355 | 50.313.834 | |
| Cash flows from investing activities | |||||
| Acquisition of tangible and intangible assets Sale of tangible and intangible |
(42.201.781) | (37.958.794) | (12.630.956) | (17.641.437) | |
| assets | 912.060 | 1.140.376 | 912.060 | 1.140.376 | |
| Investments in financial assets available for sale |
- | 8.000.000 | - | 8.000.000 | |
| Interest received | 6.809.381 | 6.482.014 | 4.156.493 | 4.732.840 | |
| Net cash flows from investing activities |
(34.480.340) | (22.336.404) | (7.562.403) | (3.768.221) | |
| Cash flows from financing activities | |||||
| Dividends paid to owners of the Parent Capital Return to the shareholders Interim dividend paid to owners of |
(24.490.757) - |
(96.710.085) (3.315.334) |
(24.490.757) - |
(96.710.085) (3.315.334) |
|
| the Parent Proceeds from borrowings |
(23.521.322) 214.745 |
(24.480.972) 14.823.532 |
(23.521.322) - |
(24.480.972) 14.823.532 |
|
| Loans paid | (10.146.246) | (180.166) | (10.146.246) | - | |
| Net cash flows from financing activities |
(57.943.580) | (109.863.025) | (58.158.325) | (109.682.859) | |
| Increase/(decrease) in cash and cash equivalents (net) |
72.060.397 | (28.327.672) | 36.684.627 | (63.137.246) | |
| Cash and cash equivalents in the beginning of the year |
366.047.454 | 394.732.686 | 150.296.109 | 213.433.355 | |
| Exchange difference on cash and cash equivalents Cash and cash equivalents at the end of the year |
(1.216.165) | (357.560) | - | - | |
| 436.891.686 | 366.047.454 | 186.980.736 | 150.296.109 | ||
| Cash in hand | 3.073.793 | 3.148.743 | 2.232.201 | 2.541.819 | |
| Sight and time deposits | 433.817.893 | 362.898.711 | 184.748.535 | 147.754.290 | |
| Cash and cash equivalents | 436.891.686 | 366.047.454 | 186.980.736 | 150.296.109 | |
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 2018 (01.07.2017-30.06.2018) were approved by the Board of Directors at 12th October 2018.
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 concerns 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 02.01.2006, the Athens Exchange classified the Company under the sector of financial activity Toys, which includes only the company "JUMBO".
Within 32 years of its operation, the Company has become one of the largest companies in retail sale.
At 30.06.2018 the Company operated 75 stores in Greece, Cyprus, Bulgaria and in Romania and the on line store e-jumbo. During the financial year July 2017 - June 2018, JUMBO Group introduced two owned hyper- stores, in Romania. The one opened in October 2017 in the city of Suceava (approximately of 14.500 sqm) and the other in February 2018 in Bucharest (approximately of 11.800 sqm).
Furthermore, through partnerships, the Company at 30.06.2018 had presence in other countries through stores that operate under the JUMBO brand, in FYROM - four stores, Albania - four stores, Kosovo- four, Serbia - four stores and Bosnia - two stores.
On 30 June 2018, the Group employed 6.378 persons, of which 5.607 as permanent staff and 771 as seasonal staff. The average number of employees for the period, 01.07.2017 – 30.06.2018, was 6.000 persons (5.271 as permanent and 729 as seasonal staff).
The attached financial statements of the Group and the Company (henceforth Financial Statements) dated as at June 30, 2018 for the fiscal year from July 1st 2017 to June 30th 2018 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.
Basic accounting principles adopted for the preparation of these financial statements have been also applied to the financial statements of 2016-2017 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 01.07.2017.
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 amendments do not significantly affect the consolidated Financial Statements.
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 amendments do not affect the consolidated Financial Statements.
In December 2016, the IASB issued Annual Improvements to IFRSs – 2014-2016 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2014-2016 cycle. The issue included in this cycle and is effective for annual periods starting on or after 01/01/2017 is the following: IFRS 12: Clarification of the scope of the Standard. The amendments do not affect the consolidated
Financial Statements. The other issues of this cycle that are effective for annual periods starting on or after 01/01/2018 are included in the following section.
The following new Standards and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they 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 above have been adopted by the European Union with effective date of 01/01/2018 and it is estimated that the effect from its initial application for the Group and the Company will not be significant.
The Group and the Company will apply the new Standard without adjusting comparative information, recognizing the cumulative effect of the original application on the opening balance of equity as at the initial application date. At the reporting date, the Group is in the process of assessing the impact of the application of IFRS 9. The key areas where the new Standard changes and the Group's impact are as follows:
Furthermore, the new Standard makes provisions for additional disclosures while modifying the presentation of information. The Group will appropriately modify the nature, scope and structure of the disclosures in respect of financial instruments in order to comply with the new 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 will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2018.
The Group and the Company will apply the new standard in the consolidated financial statements as of 01/01/2018 with the cumulative effect of the original application recognized in the opening balance of equity at the transition date. It is noted that the Group and the Company do not expect a significant impact on their profitability, liquidity or financial position when they will apply IFRS 15 for the first time.
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 will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2018.
In September 2016, the IASB published amendments to IFRS 4. The objective of the amendments is to address the temporary accounting consequences of the different effective dates of IFRS 9 Financial Instruments and the forthcoming insurance contracts Standard. The amendments to existing requirements of IFRS 4 permit entities whose predominant activities are connected with insurance to defer the application of IFRS 9 until 2021 (the "temporary exemption") and also permit all issuers of insurance contracts to recognize in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts Standard is issued (the "overlay approach"). The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2018.
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 will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2019.
In December 2016, the IASB issued Annual Improvements to IFRSs – 2014-2016 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2014-2016 cycle. The issues included in this cycle, which are effective for annual periods staring on or after 01.01.2018 are the following: IFRS 1: Deletion of short-term exemptions for first-time adopters, IAS 28: Measuring an associate or joint venture at fair value. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2018.
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 will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2018.
In December 2016, the IASB published narrow-scope amendments to IAS 40. The objective of the amendments is to reinforce the principle for transfers into, or out of, investment property in IAS 40, to specify that (a) a transfer into, or out of investment property should be made only when there has been a change in use of the property, and (b) such a change in use would involve the assessment of whether the property qualifies as an investment property. That change in use should be supported by evidence. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2018.
In December 2016, the IASB issued a new Interpretation, IFRIC 22. IFRIC 22 provides requirements about which exchange rate to use in reporting foreign currency transactions (such as revenue transactions) when payment is made or received in advance. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2018.
In October 2017, the IASB published narrow-scope amendments to IAS 28. The objective of the amendments is to clarify that companies account for long-term interests in an associate or joint venture – to which the equity method is not applied – using IFRS 9. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In October 2017, the IASB published narrow-scope amendments to IFRS 9. Under the existing requirements of IFRS 9, an entity would have measured a financial asset with negative compensation at fair value through profit or loss as the "negative compensation" feature would have been viewed as introducing potential cash flows that were not solely payments of principal and interest. Under the amendments, companies are allowed to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01.01.2019.
In December 2017, the IASB issued Annual Improvements to IFRSs – 2015-2017 Cycle, a collection of amendments to IFRSs, in response to several issues addressed during the 2015-2017 cycle. The issues included in this cycle are the following: IFRS 3 - IFRS 11: Previously held interest in a joint operation, IAS 12: Income tax consequences of payments on financial instruments classified as equity, IAS 23: Borrowing costs eligible for capitalization. The amendments are effective for annual periods beginning on or after 1 January 2019. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In June 2017, the IASB issued a new Interpretation, IFRIC 23. IAS 12 "Income Taxes" specifies how to account for current and deferred tax, but not how to reflect the effects of uncertainty. IFRIC 23 provides requirements that add to the requirements in IAS 12 by specifying how to reflect the effects of uncertainty in accounting for income taxes. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In February 2018, the IASB published narrow-scope amendments to IAS 19, based on which an entity is required to use updated actuarial assumptions to determine current service cost and net interest for the remainder of the annual reporting period after the plan amendment, curtailment or settlement. The aim of the amendments is to provide more useful information to users of financial statements and to enhance the understandability of financial statements. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework. The Group will examine the impact of the above on its 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, 2018. 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.
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 Group's Management examines the useful life of the depreciated assets for each period. At 30th of June 2018, it is estimated that the useful life represents the expected 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.
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, Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Registration of Companies Cyprus, under number Ε 44824. It operates in Cyprus and has the same objective as the Parent, which is retail toys trade. The parent company holds 100% of its shares and its voting rights.
The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD» was founded on the 1st of September 2005 as a Single-member Limited Liability Company under the Registration Number 96904, book 1291, of the First Instance Court of Sofia and according to the conditions of the Special Law, under number 115. Its headquarters are in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The parent company holds 100% of its shares and voting rights.
The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 9th of August 2006 as a Limited Liability Company (srl) under 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. The parent company holds 100% of its shares and voting rights.
The subsidiary company ASPETTO Ltd was founded on 21.08.2006 in Cyprus, Nicosia (Abraham Antoniou 9 avenue, Kato Lakatamia, Nicosia). "JUMBO TRADING LTD" holds 100% of its voting rights.
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.
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.
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 companies, included in the consolidated financial statements and the consolidation method are the following:
| Consolidated | Percentage and | Headquarters | Activity | Consolidation |
|---|---|---|---|---|
| Subsidiary | Participation | method | ||
| JUMBO TRADING | 100% Direct | Cyprus | Commercial | Full Consolidation |
| LTD | ||||
| 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 |
|---|---|---|---|---|
| GEOCAM HOLDINGS LIMITED |
100% Indirect | Cyprus | Investment | Full Consolidation |
| GEOFORM LIMITED |
100% Indirect | Cyprus | Investment | Full Consolidation |
During the financial year ended on 30.06.2018, the transfer of all the assets and liabilities of RIMOKIN PROPERTIES LTD to JUMBO TRADING LTD was completed, following the relevant approval of the authorities, and in accordance with the Reorganization and Merger Plan. Following the above transfer, the subsidiary company RIMOKIN PROPERTIES LTD was dissolved without liquidation, in accordance with the existing legal provisions. The above transfer is a transaction between jointly controlled entities and therefore has no impact on the consolidated financial statements.
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 acquisition 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.
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, inventories 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.
It is noted that the subsidiary company JUMBO TRADING has a defined contribution plan, the JUMBO TRADING LTD Employee Benefit Fund, which is funded separately and prepares its own financial statements from which employees are entitled to certain benefits upon retirement or early termination of their services. Furthermore, JUMBO EC.R. has no legal or constructive obligation to pay compensation to employees on termination of service. As a result, the aforementioned subsidiaries have not recognized in their statement of financial liabilities defined retirement benefits.
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 30.06.2018 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:
Dividends: dividends are recognised as income when the right for their collection is established.
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 08.11.2017, approved the distribution of a dividend of € 0,36 per share before withholding tax, formed from the undistributed profits for the year 2016/2017. As of 28.03.2017 the Company has already paid in the form of an interim dividend the amount of € 24.490.756,62 and with the approval of the General Meeting distributed the remaining amount of € 24.490.756,62. The remaining amount of the dividend, after withholding tax, if necessary, amounted to 0,1530 euros per share and payments to shareholders began on 28.12.2017.
At its meeting dated March 2nd , 2018 the Board of Directors of the Company decided to distribute the amount of € 0,1728 per share as an interim dividend for the year 2017/2018. After withholding a dividend tax of 15%, if necessary, the interim dividend amounts to € 0,1469 per share. The payments to shareholders began on 03.04.2018.
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.
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, to Kosovo and Bosnia based on the commercial agreement with the independent customer Kid Zone Sh.p.k. Total sales of the Company to FYROM, Albania Kossovo, Serbia and Bosnia for the period 01.07.2017-30.06.2018 reached the amount of € 26.054 k.
Group's results per segment for the current financial year are as follows:
| 01/07/2017-30/06/2018 | ||||||
|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Total | |
| Sales | 632.650.147 | 86.146.324 | 78.825.246 | 100.904.948 | 898.526.665 | |
| Intragroup Sales | (143.680.018) | (486.658) | (750.331) | (309.744) | (145.226.750) | |
| Total net sales | 488.970.129 | 85.659.666 | 78.074.915 | 100.595.204 | 753.299.915 | |
| Cost of sales | (228.677.837) | (41.774.859) | (38.640.551) | (49.056.870) | (358.150.117) | |
| Gross Profit | 260.292.292 | 43.884.807 | 39.434.364 | 51.538.333 | 395.149.798 | |
| Other operating income/Expenses Administrative / Distribution |
(100.253) | 583.490 | (1.323.865) | 1.284.687 | 444.059 | |
| expenses | (144.872.661) | (16.538.209) | (17.546.475) | (20.070.069) | (199.027.414) | |
| Profit before tax, interest and investment results |
115.319.379 | 27.930.088 | 20.564.023 | 32.752.951 | 196.566.442 | |
| Finance Results | (1.176.891) | 1.306.343 | 459.689 | 702.994 | 1.292.135 | |
| Other financial Results | - | - | - | - | - | |
| Earnings before taxes | 114.142.488 | 29.236.431 | 21.023.712 | 33.455.945 | 197.858.577 | |
| Depreciation and amortization | (15.547.644 ) | (2.328.684 ) | (3.458.330) | (3.373.897) | (24.708.555) |
Results per segment for the financial year 01.07.2016- 30.06.2017 are as follows:
| 01/07/2016-30/06/2017 | |||||||
|---|---|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Total | ||
| Sales | 583.501.179 | 81.034.431 | 65.188.335 | 65.841.313 | 795.565.258 | ||
| Intragroup Sales | (112.989.935) | (378.636) | (531.202) | (235.540) | (114.135.313) | ||
| Total net sales | 470.511.244 | 80.655.795 | 64.657.133 | 65.605.773 | 681.429.945 | ||
| Cost of sales | (222.454.240) | (39.435.430) | (32.203.123) | (31.846.848) | (325.939.641) | ||
| Gross Profit | 248.057.004 | 41.220.365 | 32.454.010 | 33.758.925 | 355.490.305 | ||
| Other operating income/Expenses Administrative / Distribution |
(713.291) | 143.039 | (1.232.891) | 633.187 | (1.169.957) | ||
| expenses | (138.412.651) | (15.617.879) | (15.258.918) | (13.213.487) | (182.502.935) | ||
| Profit before tax, interest and investment results |
108.931.063 | 25.745.524 | 15.962.200 | 21.178.626 | 171.817.413 | ||
| Finance Results | (579.431) | 1.140.380 | 546.176 | 697.751 | 1.804.876 | ||
| Other financial Results | (156.420) | - | - | - | (156.420) | ||
| Earnings before taxes | 108.195.212 | 26.885.904 | 16.508.376 | 21.876.377 | 173.465.869 | ||
| Depreciation and amortization | (15.125.468) | (2.222.780) | (3.380.849) | (2.325.297) | (23.054.394) |
The allocation of consolidated assets and liabilities to business segments for the fiscal years 01.07.2017 – 30.06.2018 and 01.07.2016 – 30.06.2017 is analysed as follows:
| 30/6/2018 | |||||
|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Total |
| Non-current Assets | 303.243.404 | 83.167.766 | 90.886.782 | 93.022.417 | 570.320.369 |
| Current Assets | 502.871.256 | 113.197.272 | 113.852.095 | 61.859.172 | 791.779.795 |
| Consolidated Assets | 806.114.660 | 196.365.038 | 204.738.877 | 154.881.589 | 1.362.100.164 |
| Non-current liabilities | 15.525.751 | 152.818 | 17.971 | 17.912.716 | 33.609.256 |
| Current Liabilities | 246.273.342 | 6.777.671 | 2.865.773 | 14.105.239 | 270.022.025 |
| Consolidated liabilities | 261.799.093 | 6.930.489 | 2.883.744 | 32.017.955 | 303.631.281 |
| 30/6/2017 | |||||
|---|---|---|---|---|---|
| (amounts in €) | Greece | Cyprus | Bulgaria | Romania | Total |
| Non-current Assets | 305.108.016 | 91.966.513 | 93.995.229 | 55.176.637 | 546.246.395 |
| Current Assets | 466.278.370 | 91.496.980 | 94.808.625 | 60.754.127 | 713.338.102 |
| Consolidated Assets | 771.386.386 | 183.463.493 | 188.803.854 | 115.930.764 | 1.259.584.497 |
| Non-current liabilities | 159.217.877 | 1.881.179 | 13.566 | 2.921.244 | 164.033.866 |
| Current Liabilities | 107.163.191 | 10.313.886 | 2.870.626 | 13.529.899 | 133.877.602 |
| Consolidated liabilities | 266.381.068 | 12.195.065 | 2.884.192 | 16.451.143 | 297.911.468 |
| Group's asset additions | |||||
|---|---|---|---|---|---|
| (amounts in €) | 30/6/2018 | 30/6/2017 | |||
| Greece | 14.639.413 | 16.709.273 | |||
| Cyprus | 534.843 | 5.711.262 | |||
| Bulgaria | 419.640 | 2.077.471 | |||
| Romania | 44.767.161 | 16.615.195 | |||
| Total | 60.361.057 | 41.113.201 |
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 01/07/2017-30/06/2018 | ||||||
|---|---|---|---|---|---|---|
| Product Type | Sales in € | Percentage | ||||
| Toy | 166.791.045 | 22,14% | ||||
| Baby products | 40.975.554 | 5,44% | ||||
| Stationary | 57.782.720 | 7,67% | ||||
| Seasonal | 180.211.217 | 23,92% | ||||
| Home products | 250.691.857 | 33,28% | ||||
| Haberdashery and similar items |
56.491.370 | 7,50% | ||||
| Other | 356.152 | 0,05% | ||||
| Total | 753.299.915 | 100,00% |
The sales per type of product for the previous fiscal year are as follows:
| Sales per product type for the year 01/07/2016-30/06/2017 | |||
|---|---|---|---|
| Product Type | Sales in € | Percentage | |
| Toy | 152.679.770 | 22,41% | |
| Baby products | 43.135.376 | 6,33% | |
| Stationary | 52.760.131 | 7,74% | |
| Seasonal | 163.545.987 | 24,00% | |
| Home products Haberdashery and similar |
218.157.259 | 32,01% | |
| items | 50.682.851 | 7,44% | |
| Other | 468.571 | 0,07% | |
| Total | 681.429.945 | 100,00% |
Cost of sales of the Group and the Company is as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in €) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Inventory at the beginning of year |
239.233.591 | 196.780.190 | 210.141.089 | 172.023.416 |
| Inland purchases | 91.209.846 | 97.585.362 | 91.209.846 | 97.585.362 |
| Purchases from third countries Purchases from the Eurozone Purchases Returns Discounts on purchases / |
282.680.741 19.793.822 (2.019.014) |
271.701.051 34.237.495 (2.718.122) |
282.264.283 18.107.388 (1.730.101) |
271.463.054 27.678.554 (2.493.550) |
| Discounts on turnover Inventory at the end of the year |
(22.483. 955) (247.808.426) |
(29.927.866) (239.233.591) |
(22.477.570) (212.870.068) |
(26.290.577) (210.141.089) |
| Income from own use of inventory/imputed income |
(2.456.487) | (2.484.878) | (2.524.538) | (2.452.411) |
| Total | 358.150.117 | 325.939.641 | 362.120.329 | 327.372.759 |
Distribution and administrative expenses are as follows: Distribution expenses
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Provision for compensation to personnel due to retirement |
199.147 | 234.408 | 190.836 | 229.106 |
| Payroll expenses | 83.039.074 | 74.844.475 | 61.027.480 | 57.658.515 |
| Third party expenses and fees | 2.761.214 | 2.063.968 | 660.414 | 641.151 |
| Services received Assets repair and maintenance cost Operating leases rent |
14.921.025 3.708.355 16.268.769 |
13.438.300 3.251.242 15.809.365 |
10.130.932 2.719.140 11.983.969 |
9.765.681 2.471.961 11.946.107 |
| Taxes and duties Advertisement Other various expenses |
3.132.623 9.739.425 10.842.171 |
2.741.731 9.025.833 8.329.790 |
2.136.138 6.893.224 9.927.804 |
2.096.187 6.643.115 7.544.785 |
| Packaging & immediate consumption materials Depreciation of tangible and intangible assets |
8.271.729 23.690.146 |
9.132.830 22.076.454 |
6.356.642 14.948.875 |
7.494.973 14.536.360 |
| Total | 176.573.678 | 160.948.396 | 126.975.454 | 121.027.941 |
| Administrative expenses | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Provision for compensation to personnel due to retirement |
127.224 | 152.738 | 127.224 | 152.738 |
| Payroll expenses | 12.450.756 | 11.873.062 | 11.192.166 | 10.584.107 |
| Third party expenses and fees | 3.146.801 | 3.285.844 | 3.014.178 | 3.131.870 |
| Services received | 3.370.972 | 3.008.008 | 1.095.366 | 948.458 |
| Assets repair and maintenance cost | 173.829 | 196.821 | 169.187 | 190.946 |
| Operating leases rent | 134.979 | 128.493 | 133.434 | 127.070 |
| Taxes and duties | 199.223 | 166.843 | 125.502 | 91.035 |
| Advertisement | 6.889 | 9.618 | 6.889 | 9.618 |
| Other various expenses Depreciation of tangible and intangible |
1.824.654 | 1.755.174 | 1.434.492 | 1.559.760 |
| assets | 1.018.409 | 977.938 | 598.769 | 589.108 |
| Total | 22.453.736 | 21.554.539 | 17.897.207 | 17.384.710 |
For the year ended at June 30, 2018, the Group's and Company's administrative expenses included statutory auditors' fees of € 8.000 concerning non-audit services.
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 | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | |
| (amounts in €) | |||||
| Income from related activities | 3.581.535 | 2.720.149 | 3.327.266 | 2.631.936 | |
| O.A.E.D. subsidies | - | 1.203 | - | - | |
| Other income | 2.783.781 | 1.804.263 | 387.639 | 507.624 | |
| Total | 6.365.316 | 4.525.615 | 3.714.905 | 3.139.560 | |
| Other operating expenses | |||||
| (amounts in €) | |||||
| Other provisions | 2.273 | - | 2.273 | - | |
| Taxes on property | 1.848.949 | 1.861.448 | 1.038.412 | 1.084.996 | |
| Other expenses | 4.070.035 | 3.834.124 | 2.774.474 | 2.767.855 | |
| Total | 5.921.257 | 5.695.572 | 3.815.159 | 3.852.851 |
Line item "Other expenses" for the fiscal year ended on 30.06.2018 includes an amount of € 3.707.574 (30.06.2017: € 3.472.718) and € 2.517.698 (30.06.2017: € 2.427.699) for the Group and the Company, respectively, which pertains to losses from destruction or /and impairment of obsolete inventories.
The Group's and Company's financial results' analysis is as follows:
| Financial income – net | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| (amounts in €) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Interest expense: Financial cost of provision for |
||||
| compensation to personnel due to retirement |
150.816 | 112.141 | 149.760 | 111.266 |
| Bank loans | 5.175.544 | 5.099.933 | 5.165.818 | 5.092.730 |
| Commissions for guarantee letters | 253 | 771 | 253 | 771 |
| Other Banking Expenses | 183.303 | 161.145 | 17.553 | 23.750 |
| 5.509.916 | 5.373.990 | 5.333.384 | 5.228.477 | |
| Interest income | ||||
| Banks - other | 4.609 | - | - | - |
| Time deposits | 6.797.442 | 6.627.562 | 4.156.493 | 4.097.742 |
| Corporate Bonds | - | 551.304 | - | 551.304 |
| 6.802.051 | 7.178.866 | 4.156.493 | 4.649.046 | |
| Total | 1.292.135 | 1.804.876 | (1.176.891) | (579.431) |
| THE GROUP | THE COMPANY | |||
| Other Financial Results | ||||
| (amounts in €) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Profits / (losses) from financial instruments measured at fair value through profit or loss Profits / (losses) from the sale of financial |
- | (50.900) | - | (50.900) |
| instruments | - | (105.520) | - | (105.520) |
| - | (156.420) | - | (156.420) |
According to Greek tax legislation, income tax for the fiscal year 01.07.2017-30.06.2018 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%.
Provision for income taxes disclosed in the financial statements is analysed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 01/07/2017- | 01/07/2016- | 01/07/2017- | 01/07/2016- | |
| (amounts in €) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Income taxes for the year | 46.752.539 | 42.529.195 | 36.524.519 | 34.295.049 |
| Deferred income tax for the year | 5.211 | (71.434) | (7.126) | (90.025) |
| Total income tax | 46.757.750 | 42.457.760 | 36.517.393 | 34.205.024 |
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 €) | 01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
| Earnings before taxes Nominal tax rate |
197.858.578 | 173.465.869 | 124.380.013 29% |
116.266.629 29% |
| Expected tax expense | 45.903.079 | 41.256.311 | 36.070.204 | 33.717.322 |
| - |
|---|
| 188.923 |
| 298.779 |
| 34.205.024 |
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 € | 01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
| Earnings attributable to the shareholders of the parent company |
151.100.827 | 131.008.109 | 87.862.622 | 82.061.605 |
| Weighted average number of shares | 136.059.759 | 136.059.759 | 136.059.759 | 136.059.759 |
| Basic earnings per share (euro per share) | 1,1105 | 0,9629 | 0,6458 | 0,6031 |
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 30.06.2018 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:
| Buildings | 30 – 35 years |
|---|---|
| Mechanical equipment | 5 - 20 years |
| Vehicles | 5 – 10 years |
| Other equipment | 4 - 10 years |
| Computers and software | 3 – 5 years |
The net investments for the acquisition of assets for the company for the financial year 01.7.2017- 30.06.2018 reached the amount of € 14.639 k (30.06.2017: € 16.709 k) and for the Group € 60.361 k (30.06.2017: € 41.113 k). On 30.06.2018 the Group had agreements for construction of buildings-civil works and transportation means of € 12.871 k of which the € 6.310 k concern the Company.
The analysis of the Group's and Company's tangible assets is as follows: (amounts in Euro)
| THE GROUP | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land - Freehold |
Buildings and fixtures on buildings - Freehold |
Transportation means |
Machinery - furniture and other equipment |
Software | Fixed assets under construction |
Total | Leasehold land and buildings |
Leased means of transportation |
Total of leasehold fixed assets |
Total Property Plant and Equipment |
||
| Net Cost as at 30/06/2016 | 148.143.090 | 309.180.647 | 6.123.858 | 31.152.210 | 473.241 | 3.694.547 | 498.767.593 | 0 | 0 | 0 | 498.767.593 | |
| Cost 30/06/2017 | 149.154.973 | 445.160.647 | 10.094.273 | 108.642.640 | 3.552.893 | 2.208.882 | 718.814.308 | 0 | 0 | 0 | 718.814.308 | |
| Accumulated depreciation | 0 (122.546.452) |
(1.524.548) | (76.609.303) | (3.258.843) | 0 | (203.939.145) | 0 | 0 | 0 | (203.939.145) | ||
| Net Cost as at 30/06/2017 | 149.154.973 | 322.614.195 | 8.569.725 | 32.033.337 | 294.051 | 2.208.882 | 514.875.163 | 0 | 0 | 0 | 514.875.163 | |
| Cost 30/06/2018 | 158.862.492 | 473.815.524 | 9.717.262 | 114.636.131 | 3.658.918 | 10.494.338 | 771.184.665 | 0 | 0 | 0 | 771.184.665 | |
| Accumulated depreciation | 0 | (140.403.825) | (1.504.733) | (83.313.515) | (3.501.872) | 0 (228.723.944) | 0 | 0 | 0 | (228.723.944) | ||
| Net Cost as at 30/06/2018 | 158.862.492 | 333.411.700 | 8.212.530 | 31.322.616 | 157.047 | 10.494.338 | 542.460.721 | 0 | 0 | 0 | 542.460.721 |
| Land - Freehold |
Buildings and fixtures on buildings - Freehold |
Transportation means |
Machinery - furniture and other equipment |
Software | Fixed assets under construction |
Total | Leasehold land and buildings |
Leased means of transportation |
Total of leasehold fixed assets |
Total Property Plant and Equipment |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Cost as at 30/06/2016 | 85.148.978 | 184.936.174 | 348.256 | 20.004.860 | 363.797 | 704.983 | 291.507.053 | 0 | 0 | 0 | 291.507.053 |
| Cost 30/06/2017 | 85.743.673 | 277.580.613 | 1.143.638 | 82.350.796 | 2.516.869 | 291.894 | 449.627.483 | 0 | 0 | 0 | 449.627.483 |
| Accumulated depreciation | 0 (91.388.822) |
(769.759) | (62.733.079) | (2.318.109) | 0 | (157.209.769) | 0 | 0 | 0 | (157.209.769) | |
| Net Cost as at 30/06/2017 | 85.743.673 | 186.191.789 | 373.879 | 19.617.717 | 198.761 | 291.894 | 292.417.714 | 0 | 0 | 0 | 292.417.714 |
| Cost 30/06/2018 Accumulated depreciation |
85.743.673 0 |
284.855.408 (101.951.180) |
671.963 (401.130) |
85.657.807 (66.609.002) |
2.516.868 (2.440.887) |
2.957.024 | 462.402.745 0 (171.402.197) |
0 0 |
0 0 |
0 0 |
462.402.745 (171.402.197) |
| Net Cost as at 30/06/2018 | 85.743.673 | 182.904.228 | 270.834 | 19.048.805 | 75.981 | 2.957.024 | 291.000.548 | 0 | 0 | 0 | 291.000.548 |
| JUMBO GROUP S.A. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Annual Report for the financial year 2017/2018 | |||||||||||
| Movement in fixed assets during the year for the Group is as follows: (amounts in Euro) |
|||||||||||
| THE GROUP | |||||||||||
| Land - Freehold | Buildings and fixtures on buildings - Freehold |
Transportation means |
Machinery - furniture and other |
Software | Fixed assets under |
Total | Leasehold land and |
Leased means of transportation | Total of leasehold fixed assets |
Total Property Plant and Equipment |
|
| Cost Cost as at 30/06/2016 |
148.143.090 | 416.499.842 | 7.800.195 | equipment 101.458.678 |
3.497.610 | construction 3.694.547 |
681.093.962 | buildings | 0 0 |
0 | 681.093.962 |
| - Additions - Decreases - transfers |
1.067.994 0 |
19.132.780 9.727.953 |
2.868.087 (574.010) |
6.338.931 891.614 |
56.437 (0) |
11.648.971 (13.134.556) |
41.113.202 (3.088.999) |
0 0 0 0 |
0 0 |
41.113.202 (3.088.999) |
|
| - Exchange differences Cost as at 30/06/2017 |
(56.111) 149.154.973 |
(199.930) 445.160.646 |
0 10.094.273 |
(46.585) 108.642.638 |
(1.154) 3.552.893 |
(80) 2.208.881 |
(303.861) 718.814.304 |
0 0 0 0 |
0 0 |
(303.861) 718.814.304 |
|
| - Additions - Decreases - transfers |
9.589.712 0 |
22.900.534 6.795.175 |
108.469 (485.479) |
7.670.760 (1.478.176) |
111.059 0 |
19.980.523 (11.656.600) |
60.361.057 (6.825.081) |
0 0 0 0 |
0 0 |
60.361.057 (6.825.081) |
|
| - Exchange differences | 117.807 | (1.040.830) | 0 | (199.091) | (5.034) | (38.466) | (1.165.615) | 0 0 |
0 | (1.165.615) | |
| Cost as at 30/06/2018 | 158.862.492 | 473.815.524 | 9.717.262 | 114.636.131 | 3.658.918 | 10.494.338 | 771.184.665 | 0 0 |
0 | 771.184.665 | |
| Depreciation | |||||||||||
| Depreciation as at 30/06/2016 | 0 | (107.319.195) | (1.676.337) | (70.306.468) | (3.024.369) | 0 | (182.326.369) | 0 0 |
0 | (182.326.369) | |
| (15.256.430) | (422.220) | (6.756.956) | (235.619) | 0 | (22.671.226) | 0 0 |
0 | (22.671.226) | |||
| - Additions | 0 | 434.274 | 0 | 0 | 1.014.953 | 0 0 0 0 |
0 0 |
1.014.953 43.498 |
|||
| - Decreases - transfers | 0 | 6.669 | 574.010 | ||||||||
| - Exchange differences Depreciation as at 30/06/2017 |
0 0 |
22.505 (122.546.452) |
0 (1.524.548) |
19.847 (76.609.303) |
1.146 (3.258.843) |
0 0 |
43.498 (203.939.145) |
0 0 |
0 | (203.939.145) | |
| - Additions | 0 | (16.701.059) | (465.664) | (6.966.422) | (192.240) | 0 | (24.325.385) | 0 0 |
0 | (24.325.385) | |
| - Decreases - transfers - Exchange differences |
0 0 |
21.773 (1.178.087) |
485.479 0 |
1.151.212 (889.002) |
0,00 (50.789) |
0 0 |
1.658.464 (2.117.878) |
0 0 0 0 |
0 0 |
1.658.464 (2.117.878) |
| JUMBO GROUP S.A. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Annual Report for the financial year 2017/2018 | |||||||||||
| Movement in fixed assets during the year for the Company is as follows: (amounts in Euro) |
|||||||||||
| Land - Freehold | Buildings and fixtures on buildings - Freehold |
Transportation means | Machinery - furniture and other equipment |
Software | THE COMPANY Fixed assets under |
Total | Leasehold land and buildings |
Leased means of transportation |
Total of leasehold fixed assets |
Total Property Plant and Equipment |
|
| Cost Cost as at 30/06/2016 |
85.148.978 | 266.291.302 | 1.581.397 | 78.712.382 | 2.516.868 | construction 704.983 |
434.955.913 | 0 | 0 | 0 | 434.955.913 |
| - Additions - Decreases - transfers |
594.695 0 |
4.240.204 7.049.106 |
136.250 (574.010) |
4.514.182 (875.770) |
0 (0) |
7.223.941 (7.637.030) |
16.709.273 (2.037.704) |
0 0 |
0 0 |
0 0 |
16.709.273 (2.037.704) |
| - Exchange differences Cost as at 30/06/2017 |
0 85.743.673 |
0 277.580.612 |
0 1.143.638 |
0 82.350.794 |
0 2.516.868 |
0 291.894 |
0 449.627.483 |
0 0 |
0 0 |
0 0 |
0 449.627.483 |
| - Additions - Decreases - transfers |
0 0 |
479.620 6.795.175 |
13.805 (485.479) |
4.091.704 (784.691) |
0 0 |
10.054.284 (7.389.155) |
14.639.413 (1.864.151) |
0 0 |
0 0 |
0 0 |
14.639.413 (1.864.151) |
| - Exchange differences Cost as at 30/06/2018 |
0 85.743.673 |
0 284.855.408 |
0 671.963 |
0 85.657.807 |
0 2.516.868 |
0 2.957.024 |
0 462.402.745 |
0 0 |
0 0 |
0 0 |
0 462.402.745 |
| 0,00 | - 1.230.000,00 |
-10.538,00 | -8.667.293,27 | 0,00 | -2.878.310,00 | -14.615.185,79 | |||||
| Depreciation Depreciation as at 30/06/2016 |
0 | (81.355.128) | (1.233.141) | (58.707.522) | (2.153.071) | 0 | (143.448.860) | 0 | 0 | 0 | (143.448.860) |
| - Additions - Decreases - transfers |
0 0 |
(10.040.365) 6.669 |
(110.627) 574.010 |
(4.426.270) 400.712 |
(165.039) 0 |
0 0 |
(14.742.299) 981.391 |
0 0 |
0 0 |
0 0 |
(14.742.299) 981.391 |
| - Exchange differences Depreciation as at 30/06/2017 |
0 0 |
0 (91.388.822) |
0 (769.759) |
0 (62.733.079) |
0 (2.318.110) |
0 0 |
0 (157.209.769) |
0 0 |
0 0 |
0 0 |
0 (157.209.769) |
| - Additions - Decreases - transfers - Exchange differences |
0 0 0 |
(10.584.129) 21.773 0 |
(116.850) 485.479 0 |
(4.340.716) 464.793 0 |
(122.778) 0 0 |
0 0 0 |
(15.164.474) 972.045 0 |
0 0 0 |
0 0 0 |
0 0 0 |
(15.164.474) 972.045 0 |
As at 30.06.2018, there are no liens on the Group and the Company's tangible fixed assets or investment property.
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 | |
|---|---|---|---|
| 01/07/2017- 30/06/2018 |
01/07/2016- 30/06/2017 |
||
| 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 | 57.536 | ||
| Nea Efkarpia | Retail Shop | - | - |
| Rentis | Retail Shop | 24.000 | 24.000 |
| Total | 81.536 | 81.536 |
Regarding the property in Nea Efkarpia, the Management is considering whether it will be used as a store or warehouse and at this case will be transferred to the own-occupied property or if it will be leased and in that case will remain in the investment property.
None of the subsidiaries had any investment properties until 30.06.2018.
Net book value of those investments for the Group and the Company is analyzed as follows:
| (amounts in €) | Investment Property |
|---|---|
| Cost 30/06/2017 | 11.506.612 |
| Accumulated depreciation | (6.154.231) |
| Net Book Value as at 30/06/2017 | 5.352.381 |
| Cost 30/6/2018 | 11.506.612 |
| Accumulated depreciation | (6.537.402) |
| Net Book Value as at 30/06/2018 | 4.969.210 |
Movements in the account for the year are as follows:
| (amounts in €) | Investment Property |
|---|---|
| Cost | |
| Balance as at 30/06/2017 | 11.506.612 |
| - Additions | - |
| - Decreases – transfers | - |
| Balance as at 30/06/2018 | 11.506.612 |
| Depreciation | |
| Balance as at 30/06/2017 | (6.154.231) |
| - Additions | (383.170) |
| - Decreases – transfers | - |
| Balance as at 30/06/2018 | (6.537.402) |
It is estimated that fair values are not materially different from the ones disclosed in the Company's books regarding those assets.
The balance in the account of the parent company is analyzed as follows:
| (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 €) | 30/6/2018 | 30/6/2017 |
|---|---|---|
| Opening Balance | 207.087.029 | 207.087.029 |
| Share Capital Increase of subsidiaries | - | - |
| Closing Balance | 207.087.029 | 207.087.029 |
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.
| 30/06/2018 | 30/06/2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in € | Assets available for sale (fair value) |
Trading Securities (fair value) |
Loans and receivables (at amortized cost) |
Total | Assets available for sale (fair value) |
Trading Securities (fair value) |
Loans and receivables (at amortized cost) |
Total |
| Financial Assets | ||||||||
| Financial assets available for sale | 6.119.975 | - | - | 6.119.975 | 8.621.182 | - | - | 8.621.182 |
| Long term restricted bank accounts | - | - | 900.000 | 900.000 | - | - | 900.000 | 900.000 |
| Trade debtors and other trade receivables | - | - | 4.970.615 | 4.970.615 | - | - | 4.772.752 | 4.772.752 |
| Other Receivables | - | - | 12.072.609 | 12.072.609 | - | - | 11.374.716 | 11.374.716 |
| Cash and cash equivalents | - | - | 436.891.686 | 436.891.686 | - | - | 366.047.454 | 366.047.454 |
| Financial Assets | 6.119.975 | - | 454.834.910 | 460.954.885 | 8.621.182 | - | 383.094.922 | 391.716.104 |
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 COMPANY
| 30/06/2018 | 30/06/2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in € | Assets availabl e for sale (fair value) |
Trading Securitie s (fair value) |
Loans and receivables (at amortized cost) |
Total | Assets available for sale (fair value) |
Trading Securitie s (fair value) |
Loans and receivables (at amortized value) |
Total |
| Financial Assets | ||||||||
| Trade debtors and other trade receivables | - | - | 5.676.028 | 5.676.028 | - | - | 6.142.873 | 6.142.873 |
| Other Receivables | - | - | 9.124.606 | 9.124.606 | - | - | 10.263.570 | 10.263.570 |
| Cash and cash equivalents | - | - | 186.980.736 | 186.980.736 | - | - | 150.296.109 | 150.296.109 |
| Financial Assets | - | - | 201.781.370 | 201.781.370 | - | - | 166.702.552 | 166.702.552 |
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 | |||
|---|---|---|---|
| 30/06/2018 | 30/06/2017 | ||
| Amounts in € | Other Financial Liabilities (at amortized cost) |
Other Financial Liabilities (at amortized cost) |
|
| Financial Liabilities | |||
| Other long term liabilities | 17.564.964 | 4.565.074 | |
| Trade and other payables | 40.251.189 | 38.724.262 | |
| Loans | 149.623.330 | 159.215.128 | |
| Other current liabilities | 30.057.720 | 29.549.884 | |
| 237.497.203 | 232.054.349 | ||
| THE COMPANY | |||
| 30/06/2018 | 30/06/2017 | ||
| Amounts in € | Other Financial Liabilities (at amortized cost) |
Other Financial Liabilities (at amortized cost) |
|
| Financial Liabilities | |||
| Trade and other payables | 39.190.154 | 38.747.250 | |
| Loans | 149.408.584 | 159.215.128 | |
| Other current liabilities | 16.562.875 | 14.157.020 | |
| 205.161.613 | 212.119.398 |
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 | ||
|---|---|---|---|---|
| 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | |
| Investments in shares of listed companies | 6.119.975 | 8.621.182 | - | - |
| Total assets available for sale | 6.119.975 | 8.621.182 | - | - |
| Analysis for the fiscal year: | THE GROUP | THE COMPANY | ||
| Amounts in € | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Opening balance | 8.621.183 | 7.876.142 | - | - |
| Additions | - | - | - | - |
| Gains/(losses) on measurement of financial assets available for sale |
(2.501.207) | 745.040 | - | - |
|---|---|---|---|---|
| Impairment | - | - | - | - |
| Closing Balance | 6.119.975 | 8.621.182 | - | - |
Trading securities and derivatives are analysed below as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Amounts in € Bonds Total |
30/06/2018 - - |
30/06/2017 - - |
30/06/2018 - - |
30/06/2017 - - |
| Analysis for the fiscal year: | THE GROUP | THE COMPANY | ||
| Amounts in € | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Opening balance | - | 8.156.420 | - | 8.156.420 |
| Sales Profits/(losses) on measurement of financial assets at fair value |
- | (8.105.520) | - | (8.105.520) |
| through profit and loss | - | (50.900) | - | (50.900) |
| Closing Balance | - | - | - | - |
Regarding the Company's investment in corporate bonds issued by Hellenic Petroleum (Hellenic Petroleum) listed on the Luxembourg Stock Exchange, the Company, during the financial year that ended on 30.06.2017, received an amount of € 8 million as a result of the repayment by the Issuer. As a result, the trading portfolio of the Company and the Group as at 30.06.2017 and at 30.06.2018 has become zero.
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: | ||||||
| 30/6/2018 | Level 1 | Level 2 | Level 3 | ||||
| Description | |||||||
| -Shares | 6.119.975 | 6.119.975 | - | - | |||
| Total asset at fair value | 6.119.975 | 6.119.975 | - | - | |||
| THE GROUP | |||||||
| Amounts in € | Valuation at fair value at the end of the reporting fiscal year using: | ||||||
| 30/6/2017 | Level 1 | Level 2 | Level 3 | ||||
| Description | |||||||
| -Shares | 8.621.182 | 8.621.182 | - | - | |||
| Total asset at fair value | 8.621.182 | 8.621.182 | - | - |
Listed bonds are valued at the closing price on the reporting date.
Listed shares are valued at the closing price on the reporting date.
After the issue and the listing of the shares of Bank of Cyprus Holdings Public Limited Company on the London Stock Exchange and the Cyprus Stock Exchange, Jumbo Trading holds in total 2.660.859 shares. The price of the share as at 29.06.2018 was € 2,30 given the shares valuation, and a loss of € 2.501.207 has recorded in the statement of other comprehensive income in the Annual Financial Statements.
The balance of the account is analysed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other long term receivables | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) | ||||
| Guarantees | 6.695.455 | 6.681.340 | 6.686.159 | 6.663.509 |
| Prepaid expenses | 9.175.008 | 9.816.329 | 587.488 | 674.412 |
| Total | 15.870.463 | 16.497.669 | 7.273.647 | 7.337.921 |
The total 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 € 7.194.668 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 | ||
|---|---|---|---|---|
| 30/06/2018 | 30/6/2017 | 30/06/2018 | 30/6/2017 | |
| Merchandise | 247.808.426 | 239.233.591 | 212.870.068 | 210.141.089 |
| Total | 247.808.426 | 239.233.591 | 212.870.068 | 210.141.089 |
| Total net realizable value | 247.808.426 | 239.233.591 | 212.870.068 | 210.141.089 |
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) | 30/06/2018 | 30/6/2017 | 30/06/2018 | 30/6/2017 | |
| Customers | 3.882.409 | 3.692.041 | 4.587.822 | 5.038.460 | |
| Notes receivable | 61.100 | 51.600 | 61.100 | 51.600 | |
| Cheques receivable | 1.027.106 | 1.052.813 | 1.027.106 | 1.052.813 | |
| Less: Impairment Provisions | - | (23.702) | - | - | |
| Net trade Receivables | 4.970.615 | 4.772.752 | 5.676.028 | 6.142.873 | |
| Advances for inventory | |||||
| purchases | 27.694.471 | 29.827.158 | 27.694.471 | 29.827.158 | |
| Total | 32.665.086 | 34.599.910 | 33.370.499 | 35.970.031 |
Analysis of provisions is as follows:
| (amounts in euro) | THE GROUP | THE COMPANY |
|---|---|---|
| Balance as at 1st July 2016 | 23.702 | - |
| Reversal of provisions for the year |
- | - |
| Additional provisions for the year Exchange differences |
- - |
- - |
| Balance as at 30th June 2017 | 23.702 | - |
| Reversal of provisions for the year |
(23.702) | - |
| Additional provisions for the year | - | - |
| Exchange differences | - | - |
| Balance as at 30th June 2018 | - | - |
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 | |||
|---|---|---|---|---|---|
| 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | ||
| Expected collection period: | |||||
| Less than 3 months | 4.726.548 | 4.156.567 | 5.431.961 | 5.526.688 | |
| Between 3 and 6 months | 83.265 | 238.408 | 83.265 | 238.408 | |
| Between 6 months and 1 year |
160.802 | 377.777 | 160.802 | 377.777 | |
| More than 1 year | - | - | - | - | |
| Total | 4.970.615 | 4.772.752 | 5.676.028 | 6.142.873 |
Other receivables are analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other receivables | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) | ||||
| Sundry debtors | 3.599.983 | 3.841.186 | 3.149.670 | 3.479.247 |
| Receivables from the State | 37.530.245 | 35.149.259 | 37.357.536 | 35.028.347 |
| Interim dividend | 23.511.127 | 24.490.757 | 23.511.127 | 24.490.757 |
| Other receivables | 7.814.045 | 6.732.331 | 5.619.287 | 6.442.768 |
| Net receivables | 72.455.400 | 70.213.533 | 69.637.620 | 69.441.119 |
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 € 130.031 and JUMBO EC.B. – an amount of € 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 | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) Prepaid expenses |
1.102.464 | 1.140.895 | 213.222 | 211.561 |
| Accrued income | 658.581 | 801.200 | 355.650 | 341.555 |
| Discounts on purchases under arrangement |
198.152 | 1.301.519 | 198.152 | 1.301.519 |
| Total | 1.959.197 | 3.243.614 | 767.024 | 1.854.635 |
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 | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Long Term restricted bank deposits | 900.000 | 900.000 | - | - |
| Total | 900.000 | 900.000 | - | - |
The amount of € 900.000 on 30.06.2018 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 | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) | ||||
| Cash in hand | 3.073.793 | 3.148.743 | 2.232.201 | 2.541.819 |
| Sight and time deposits | 433.817.893 | 362.898.711 | 184.748.535 | 147.754.290 |
| Total | 436.891.686 | 366.047.454 | 186.980.736 | 150.296.109 |
Time deposits pertain to short term investments of high liquidity. The interest rate for time deposits for the Group was 1,00% - 2,65%, while for sight deposits it was 0,10%-1,00%.
| (amounts in euro except from shares) | Number of shares |
Nominal share value |
Value of ordinary shares (Share Capital) |
|---|---|---|---|
| Balance as at 30th June 2017 | 136.059.759 | 0,88 | 119.732.588 |
| Changes during the financial year | - | - | - |
| Balance as at 30th June 2018 | 136.059.759 | 0,88 | 119.732.588 |
Annual Report for the financial year 2017/2018
The analysis of share premium and other reserves as at 30.06.2018 is as follows:
| (amounts in euro) | Share premium | Legal reserve | Reserves at fair value |
Tax free reserves |
Extraordinary reserves |
Special reserves |
Other reserves |
Total of other reserves |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at July 1st 2016 |
49.995.207 | 41.964.068 | (1.915.011) | 1.797.944 | 396.784.017 | (1.826.310) | - | 436.804.707 | 486.799.914 |
| Changes in the year | - | 3.248.273 | 745.040 | - | (8.828.865) | 735.778 | - | (4.099.773) | (4.099.773) |
| Balance at 30th June 2017 |
49.995.207 | 45.212.342 | (1.169.971) | 1.797.944 | 387.955.152 | (1.090.532) | - | 432.704.935 | 482.700.142 |
| Changes in the financial year |
|||||||||
| - | 4.127.465 | (2.501.207) | - | 28.800.000 | (241.984) | - | 30.184.275 | 30.184.274 | |
| Balance at 30th June 2018 |
49.995.207 | 49.339.808 | (3.671.178) | 1.797.944 | 416.755.152 | (1.332.517) | - | 462.889.209 | 512.884.416 |
| (amounts in euro) | Share premium | Legal reserve | Reserves at fair value |
Tax free reserves |
Extraordinary reserves |
Special reserves |
Other reserves |
Total of other reserves |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at July 1st 2016 | 49.995.207 | 41.054.846 | - | 1.797.944 | 396.784.017 | (1.832.201) | - | 437.804.606 | 487.799.813 |
| Changes in the year | - | 4.157.496 | - | - | (8.828.865) | 738.412 | (3.932.957) | (3.932.957) | |
| Balance at 30th June 2017 | 49.995.207 | 45.212.343 | - | 1.797.944 | 387.955.152 | (1.093.789) | - | 433.871.650 | 483.866.857 |
| Changes in the financial year | - | 4.127.465 | - | - | 28.800.000 | (240.777) | - | 32.686.688 | 32.686.688 |
| Balance at 30th June 2018 | 49.995.207 | 49.339.808 | - | 1.797.944 | 416.755.152 | (1.334.566) | - | 466.558.338 | 516.553.545 |
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 Law 4093/12).
The following table analyzes the amounts recognized in the financial statements of the Group and the Company as at 30.6.2018 as well as the amounts as at 30.6.2017.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Present value of non-financed liabilities | 7.724.613 | 6.909.746 | 7.680.839 | 6.873.896 |
| Fair value of plan assets | - | - | - | - |
| Net liability recognized in the statement | ||||
| of financial position | 7.724.613 | 6.909.746 | 7.680.839 | 6.873.896 |
| Amounts recognized in the statement of | ||||
| total comprehensive income | ||||
| Cost of current service | 513.810 | 715.938 | 506.555 | 710.636 |
| Interest on liability / (asset) | 150.816 | 112.141 | 149.760 | 111.226 |
| Ordinary expense in the statement of | ||||
| total comprehensive income | 664.626 | 828.079 | 656.315 | 821.862 |
| Cost of cuts / settlements / termination Benefits |
384.470 | 448.898 | 384.470 | 448.898 |
| Total expense in the statement of total | ||||
| comprehensive income | 1.049.096 | 1.276.977 | 1.040.785 | 1.270.760 |
| Change in the present value of the | ||||
| liability | ||||
| Present value of the liability at the | ||||
| beginning of the year | 6.909.746 | 7.448.903 | 6.873.896 | 7.420.844 |
| Cost of current service | 513.810 | 715.938 | 506.555 | 710.636 |
| Interest expense | 150.816 | 112.141 | 149.760 | 111.226 |
| Benefits paid by the employer | (574.692) | (779.043) | (572.965) | (777.690) |
| Cost of cuts / settlements / termination | ||||
| Benefits | 384.470 | 448.898 | 384.470 | 448.898 |
| Actuarial loss / (gain) -financial | ||||
| assumptions | 547.457 | (1.075.367) | 548.479 | (1.075.786) |
| Actuarial loss / (gain) –demographic | ||||
| assumptions | 15 | (61.817) | - | (61.698) |
| Actuarial loss / (gain) | (207.009) | 100.093 | (209.356) | 97.466 |
| Present value of the liability at the end of | ||||
| the year | 7.724.613 | 6.909.746 | 7.680.839 | 6.873.896 |
| Change in the net liability recognized in | ||||
| the balance sheet | ||||
| Net liability at the beginning of the year | 6.909.746 | 7.448.903 | 6.873.896 | 7.420.844 |
| Benefits paid by the employer | (574.692) | (779.043) | (572.965) | (777.690) |
| Total expense recognized in the statement of total comprehensive |
||||
| income | 1.049.096 | 1.276.977 | 1.040.785 | 1.270.760 |
| Total amount recognized in equity | 340.463 | (1.037.091) | 339.123 | (1.040.018) |
| Net liability at year end | 7.724.613 | 6.909.746 | 7.680.839 | 6.873.896 |
| Aggregate amount to equity (before tax) | (1.878.331) | (1.537.621) | (1.879.671) | (1.540.548) |
The key actuarial assumptions used are as follows:
| 30/06/2018 | 30/06/2017 | |
|---|---|---|
| Discount interest rate | 1,82% | 2,18% |
| Inflation | 1,75% | 1,75% |
| Increase in salaries and wages | 1,75% | 1,75% |
| Duration of liabilities | 21,51 | 21,69 |
The subsidiary JUMBO TRADING has a defined contribution plan, the JUMBO TRADING LTD Employee Benefit Fund, which is funded separately and prepares its own financial statements from which employees are entitled to certain benefits upon retirement or early termination of their services. Furthermore, JUMBO EC.R. has no legal or constructive obligation to pay compensation to employees on termination of service. As a result, the aforementioned subsidiaries have not recognized in their statement of financial liabilities defined retirement benefits.
The sensitivity analysis of key assumptions used is presented below as follows:
| THE GROUP & THE COMPANY | ||
|---|---|---|
| 30/6/2018 | 30/6/2017 | |
| Discount rate plus 0,25% -% Change in Liabilities P.V. | -5,00% | -5,00% |
| Discount rate minus 0,25% -% Change in Liabilities P.V. | 5,30% | 5,30% |
| Assumption of wage increase plus 0,25% -% Change in Liabilities P.V. | 5,30% | 5,30% |
| Assumption of wage increase minus 0,25% -% Change in Liabilities P.V. | -5,00% | -5,00% |
The benefits provided to the personnel of the Group and the Company are analyzed as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| (amounts in euro) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | |
| Salaries, wages and allowances social security contributions Termination of service expenses |
94.678.615 572.965 |
85.639.138 777.690 |
71.534.022 572.965 |
67.264.817 777.690 |
|
| Other employee benefits | 238.250 | 300.708 | 112.660 | 200.115 | |
| Provision for compensation to personnel due to retirement |
326.371 | 387.146 | 318.060 | 381.844 | |
| Total | 95.816.201 | 87.104.682 | 72.537.707 | 68.624.466 |
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) | 30/06/2018 30/06/2017 |
30/06/2018 | 30/06/2017 | |
| Long term loan liabilities | ||||
| Bond loan non-convertible to shares |
- | 144.391.597 | - | 144.391.597 |
| Total | - | 144.391.597 | - | 144.391.597 |
Changes in liabilities form financing activities of the Group and the Company for the year ended 30.06.2018 are analyzed as follows:
| THE GROUP | |||
|---|---|---|---|
| (amounts in euro) | Long term loan liabilities | Short term loan liabilities | Total |
| 30.06.2017 | 144.391.597 | 14.823.532 | 159.215.129 |
| Cash flows: | |||
| Repayments | - | (10.146.246) | (10.146.246) |
| Withdrawals / disbursements |
- | 214.746 | 214.746 |
| Non-Cash Changes: | |||
| Reclassifications | (144.731.299) | 144.731.299 | - |
| Other changes | 339.702 | - | 339.702 |
| 30.06.2018 | - | 149.623.331 | 149.623.331 |
| THE COMPANY | |||
|---|---|---|---|
| (amounts in euro) | Long term loan liabilities | Short term loan liabilities | Total |
| 30.06.2017 | 144.391.597 | 14.823.532 | 159.215.129 |
| Cash flows: | |||
| Repayments | - | (10.146.246) | (10.146.246) |
| Withdrawals / disbursements |
- | - | - |
| Non-Cash Changes: | |||
| Reclassifications | (144.731.299) | 144.731.299 | - |
| Other changes | 339.702 | - | 339.702 |
| 30.06.2018 | - | 149.408.585 | 149.408.585 |
The long term loans payable in the next financial year are analyzed as follows:
| Loans | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| (amounts in euro) Long term loan liabilities payable in the next financial year |
30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 | |
| Bond loan non-convertible to shares |
144.731.299 | - | 144.731.299 | - | |
| Total | 144.731.299 | - | 144.731.299 | - |
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. During the financial year 2016/2017 the terms of borrowing were amended with the consent of the bondholders and as a result the interest rate margin has been reduced by 75 basis points from 4% to 3,25%. The whole of the abovementioned Common Bond Loan becomes contractually payable within the next 12 months. It is noted that the Company signed a bond for refinancing of the existing Common Bond Loan of € 145 million and financing of capital expenditures (Note 13).
Short- term loan liabilities are analysed as follows:
| (amounts in euro) | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Short- term loan liabilities | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Overdraft account | 4.892.032 | 14.823.532 | 4.677.286 | 14.823.532 |
| Total | 4.892.032 | 14.823.532 | 4.677.286 | 14.823.532 |
The Company signed an overdraft agreement, covering its working capital requirements. On 30.06.2018, JUMBO TRADING LTD had unused cash facilities amounting to € 685.254 (2017: 900.000).
The Group and the Company οther long term liabilities are analyzed as follows:
| (amounts in euro) Liabilities to creditors |
THE GROUP 30/06/2018 |
THE GROUP 30/06/2017 |
THE COMPANY 30/06/2018 |
THE COMPANY 30/06/2017 |
|---|---|---|---|---|
| Opening balance | 4.565.074 | 5.652.744 | - | - |
| Additions | 17.539.572 | 4.565.073 | - | - |
| Reductions | (4.539.682) | (5.652.743) | - | - |
| Total | 17.564.964 | 4.565.074 | - | - |
| Guarantees obtained | ||||
| Opening balance | 129.524 | 161.616 | 29.272 | 29.272 |
| Additions | 249.882 | 100.253 | - | - |
| Reductions | (4.382) | (132.345) | (2.000) | - |
| Total Guarantees | 375.024 | 129.524 | 27.272 | 29.272 |
| Total | 17.939.988 | 4.694.598 | 27.272 | 29.272 |
Deferred tax liabilities as deriving from temporary tax differences are as follows:
| (amounts in euro) | THE GROUP | ||||
|---|---|---|---|---|---|
| Deferred tax liabilities / (assets) |
Balance as at 01/07/2017 |
Tax recognized in other comprehensive income |
Tax recognized in Equity |
Tax recognized in total comprehensive income |
Balance as at 30/06/2018 |
| Non-current assets | |||||
| Tangible assets | 10.208.870 | - | - | 227.064 | 10.435.934 |
| Long term liabilities | |||||
| Provisions | (17.082) | - | - | 2.265 | (14.817) |
| Benefits to employees | (2.007.239) | (98.449) | - | (138.691) | (2.244.378) |
| 8.037.925 | (98.449) | - | 5.179 | 7.944.656 | |
|---|---|---|---|---|---|
| Other short- term liabilities | (323.061) | - | - | 13.054 | (310.007) |
| Long-term loans payable in the next financial year |
176.437 | - | - | (98.514) | 77.923 |
| (amounts in euro) | THE GROUP | ||||
|---|---|---|---|---|---|
| Deferred tax liabilities / (assets) |
Balance as at 01/07/2016 |
Tax recognized in other comprehensive income |
Tax recognized in Equity |
Tax recognized in total comprehensive income |
Balance as at 30/06/2017 |
| Non-current assets | |||||
| Tangible assets | 10.043.036 | - | - | 165.834 | 10.208.870 |
| Long term liabilities | |||||
| Provisions | (15.740) | - | - | (1.342) | (17.082) |
| Benefits to employees | (2.163.043) | 301.312 | - | (145.509) | (2.007.239) |
| Long-term loans | 234.906 | - | - | (58.469) | 176.437 |
| Short- term liabilities | |||||
| Other short- term liabilities | (291.113) | - | - | (31.948) | (323.061) |
| 7.808.046 | 301.312 | - | (71.434) | 8.037.925 |
For the Company, the respective accounts are analyzed as follows:
| (amounts in euro) | THE COMPANY | ||||
|---|---|---|---|---|---|
| Deferred tax liabilities / (assets) |
Balance as at 01/07/2017 |
Tax recognized in other comprehensive income |
Tax recognized in Equity |
Tax recognized in total comprehensive income |
Balance as at 30/06/2018 |
| Non-current assets | |||||
| Tangible assets | 10.063.166 | - | - | 214.001 | 10.277.167 |
| Long term liabilities | |||||
| Benefits to employees | (1.993.430) | (98.346) | - | (135.666) | (2.227.442) |
| Short- term liabilities | |||||
| Long-term loans payable in the next financial year |
176.437 | - | - | (98.514) | 77.923 |
| Other short- term liabilities | (323.061) | - | - | 13.054 | (310.007) |
| 7.923.112 | (98.346) | - | (7.125) | 7.817.641 |
| (amounts in euro) | THE COMPANY | ||||
|---|---|---|---|---|---|
| Deferred tax liabilities / (assets) |
Balance as at 01/07/2016 |
Tax recognized in other comprehensive income |
Tax recognized in Equity |
Tax recognized in total comprehensive income |
Balance as at 30/06/2017 |
| Non-current assets | |||||
| Tangible assets | 9.919.212 | - | - | 143.954 | 10.063.166 |
| Long term liabilities | |||||
| Benefits to employees | (2.152.045) | 301.605 | - | (142.990) | (1.993.430) |
| Long-term loans | 234.906 | - | - | (58.469) | 176.437 |
| Short- term liabilities | |||||
| Other short- term liabilities | (290.541) | - | - | (32.520) | (323.061) |
| 7.711.532 | 301.605 | - | (90.025) | 7.923.112 |
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 2016 | 164.202 | 71.338 | 235.540 | |
| Additional provisions for the year | - | - | - | |
| Used provisions for the year | - | - | - | |
| Balance as at 30th June 2017 | 164.202 | 71.338 | 235.540 | |
| Additional provisions for the year | 2.273 | 2.273 | ||
| - | - | - | ||
| Used provisions for the year | ||||
| Balance as at 30th June 2018 | 164.202 | 73.611 | 237.813 |
| 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 2016 | 146.708 | 70.229 | 216.937 | ||
| Additional provisions for the year | - | - | |||
| Used provisions for the year | - | - | |||
| Balance as at 30th June 2017 | 146.708 | 70.229 | 216.937 | ||
| Additional provisions for the year | 2.273 | 2.273 | |||
| Used provisions for the year | - | - | |||
| Balance as at 30th June 2018 | 146.708 | 72.502 | 219.210 |
The balance of the account is analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Trade and other payables | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) | ||||
| Suppliers | 9.826.920 | 11.222.417 | 8.765.885 | 11.245.405 |
| Notes payable & promissory notes | 388.277 | 354.090 | 388.277 | 354.090 |
| Cheques payable | 30.035.992 | 27.147.755 | 30.035.992 | 27.147.755 |
| Advances from trade debtors | 59.175 | 1.117.307 | 59.037 | 1.116.724 |
| Total | 40.310.364 | 39.841.569 | 39.249.191 | 39.863.974 |
The analysis of tax liabilities is as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Current tax liabilities | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| (amounts in euro) | ||||
| Income tax Liabilities | 41.353.981 | 40.479.005 | 38.234.264 | 34.462.517 |
| Other taxes liabilities | 8.438.817 | 8.948.072 | 2.599.216 | 3.639.211 |
| Total | 49.792.798 | 49.427.077 | 40.833.480 | 38.101.728 |
Deferred tax is not included in current tax liabilities.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| Other short term liabilities (amounts in euro) |
30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Suppliers of fixed assets | 12.891.962 | 13.720.273 | 2.026.655 | 1.949.084 |
| Salaries payable to personnel | 2.803.128 | 2.500.177 | 1.724.237 | 1.646.164 |
| Sundry creditors | 8.169.952 | 7.912.211 | 7.349.568 | 5.739.514 |
| Social security liabilities | 3.025.220 | 2.763.483 | 2.471.461 | 2.375.851 |
| Interest coupons payable | 31.535 | 31.535 | 31.535 | 31.535 |
| Dividends payable | 112.404 | 93.393 | 112.404 | 93.393 |
| Accrued expenses | 2.927.139 | 2.432.643 | 2.753.876 | 2.227.712 |
| Other liabilities | 96.380 | 96.169 | 93.139 | 93.767 |
| Total | 30.057.720 | 29.549.884 | 16.562.875 | 14.157.020 |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| (amounts in euro) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Cash flows from operating activities | ||||
| Earnings Before tax | 197.858.577 | 173.465.869 | 124.380.014 | 116.266.628 |
| Adjustments for: | ||||
| Depreciation of tangible/ intangible assets | 24.708.555 | 23.054.394 | 15.547.644 | 15.125.468 |
| Pension liabilities provisions (net) (Profit)/ loss from sales and destruction of tangible |
896.553 | 385.793 | 891.025 | 381.844 |
| and intangible assets | (29.362) | (94.509) | (31.029) | (98.117) |
| Other liabilities (Gain) / losses on measurement of financial assets |
26.417 | 36.786 | - | - |
| at fair value through profit / loss account | - | 156.420 | - | 156.420 |
| Interest and related income | (6.802.051) | (7.178.861) | (4.156.493) | (4.649.046) |
| Interest and related expenses | 5.509.916 | 5.373.990 | 5.333.384 | 5.228.477 |
| Other Exchange Differences | (13.073) | 88.389 | (5.064) | 1.324 |
| Operating profit before change in working capital | 222.155.532 | 195.288.271 | 141.959.481 | 132.412.998 |
| Change in working capital | ||||
| (Increase)/ decrease in inventories (Increase)/ decrease in trade and other |
(8.861.875) | (42.560.738) | (2.728.978) | (38.117.673) |
| receivables | 917.821 | (1.328.347) | 3.138.795 | (3.530.754) |
| (Increase)/ decrease in other current assets Increase/ (decrease) in liabilities (excluding bank |
937.630 | (1.390.496) | 1.087.609 | (1.280.497) |
| loans) | 1.824.534 | 3.569.430 | (1.775.829) | 3.213.387 |
| Other | 64.274 | 87.172 | 64.274 | 87.172 |
| (5.117.615) | (41.622.979) | (214.129) | (39.628.365) | |
| Cash flows from operating activities | 217.037.917 | 153.665.292 | 141.745.352 | 92.784.632 |
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) | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Up to 1 year | 15.752.685 | 15.193.825 | 12.122.365 | 12.029.367 |
| From 1 to 5 years | 66.747.040 | 58.376.268 | 45.859.960 | 44.272.558 |
| After 5 years | 88.588.669 | 84.921.163 | 67.300.942 | 60.606.704 |
| 171.088.394 | 158.491.256 | 125.283.267 | 116.908.629 |
The Group during the current financial year has granted letters of guaranty to third parties as security for liabilities of € 25 k. (2017: 25 k). This amount concerns the Company.
In an Annex to a non-cancellable lease contract for rent of real estate which originally ends on 28 May 2023 and is extended until 28 May 2035 it is stated that 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.
Moreover, JUMBO TRADING 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.
Tax authorities have imposed on JUMBO EC.B. additional tax liabilities totally amounting to € 110.712 pertaining to the 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 € 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 30.06.2018 possessed letters of guarantee of agreements amounting to € 16,8 million, that are analyzed as follows:
A letter of guarantee amounting to € 8,0 million to the subsidiary JUMBO TRADING LTD to fulfill the terms of the property lease contract in Paphos.
Letter of Guarantee of € 6,30 million to the parent company for the proper performance of cooperation with the customer Franchise Kid-Zone in Albania , Kossovo and Bosnia.
Letter of Guarantee of € 2,50 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 30.06.2018 are analyzed as follows:
| Company | Unaudited Fiscal Years |
|---|---|
| JUMBO TRADING LTD | From 01.01.2016 - 30.06.2017 to 01.07.2017-30.06.2018 |
| JUMBO EC.B LTD | From 01.01.2010-31.12.2010 to 01.01.2017-31.12.2017 |
| JUMBO EC.R S.R.L | From 01.08.2006-31.12.2006 to 01.07.2017-30.06.2018 |
| ASPETΤO LTD | From 01.08.2006-31.12.2006 to 01.01.2017-31.12.2017 |
| WESTLOOK S.R.L. | From 01.10.2006-31.12.2006 to 01.01.2017-31.12.2017 |
The Company has been tax audited by the statutory auditors for the fiscal years 30.06.2011 to 30.06.2015 and for the fiscal years 01.07.2015 – 30.06.2016 and 01.07.2016 – 30.06.2017 in accordance with the provisions of Article 82 par 5, Law 2238/1994 and Article 65Α of Law 4174/2013. The aforementioned audits for the fiscal years from 30.06.2011 until 30.06.2017 have been completed and the tax certificates have been issued as those with unqualified conclusion, and the relevant reports have been submitted to the Ministry of Finance. Particular cases are selected in respect of the companies audited by the statutory auditors and auditing firms for tax regulations purposes. The aforementioned tax inspection can be conducted within the time the Tax Administration has the right to issue additional taxes and surcharges implementation orders in compliance with provisions of Article 84, Law 2238/1994 and Article 36, Law 4174/2013, as effective. For the financial year 2017/2018 the tax audit of the statutory auditors in compliance with the provisions of Article 65Α, Law 4174/2013, is in process and the relevant tax certificate will be submitted to the Ministry of Finance after the publishing of the Financial Statements of the 2017/2018. It is noted that on 31.12.2017, the financial years were written off until 30.06.2012, in accordance with the provisions of the current legislation.
The subsidiary company JUMBO TRADING LTD, operating in Cyprus, has been inspected by the tax authorities until 31.12.2015 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, making 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» and «GEOFORM LIMITED» in Cyprus, as investment companies, they burden 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 made and is considered sufficient.
Annual Report for the financial year 2017/2018
The Group includes apart from "JUMBO SA" the following related companies:
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 GEOCAM HOLDINGS LIMITED and GEOFORM LIMITED.
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.
The subsidiary company in Romania «JUMBO EC.R. SRL» based in Bucharest,f 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 30.06.2018, as defined in IAS 24, are as follows:
| Amounts in € | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| Sales of products | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 143.680.018 | 112.989.935 |
| Total | - | - | 143.680.018 | 112.989.935 |
| Sales of services | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 40.653 | 24.612 |
| Total | - | - | 40.653 | 24.612 |
| Sales of tangible assets | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 878.567 | 970.417 |
| Total | - | - | 878.567 | 970.417 |
| THE GROUP | THE COMPANY | |||
| Purchases of products | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 1.452.088 | 1.145.378 |
| Other related parties | - | - | - | - |
| Total | - | - | 1.452.088 | 1.145.378 |
| Purchases of tangible assets and other | ||||
| services | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 56.109 | 109.016 |
| Total | - | - | 56.109 | 109.016 |
| THE GROUP | THE COMPANY | |||
| Receivables | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | 754.693 | 1.424.615 |
| Total | - | - | 754.693 | 1.424.615 |
| Liabilities | 30/06/2018 | 30/06/2017 | 30/06/2018 | 30/06/2017 |
| Subsidiaries | - | - | - | 832.928 |
| Total | - | - | - | 832.928 |
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:
| 30/06/2018 | 30/06/2018 | |||
|---|---|---|---|---|
| Amounts in € | Income | Expenses | Income | Expenses |
| JUMBO ΕC.B LTD with JUMBO ΕC.R SRL | 95.132 | - | 1.661 | - |
| Total | 95.132 | - | 1.661 | - |
The above amounts have been eliminated at Group level.
Sales and purchases of merchandise concern goods that the Pparent 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).
The transactions with key management and Board Members at the Group And Company level are presented below:
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
|---|---|---|
| Amounts in euro | 30/06/2018 | 30/06/2018 |
| Wages and salaries | 848.582 | 368.648 |
| Insurance service cost | 88.978 | 47.777 |
| Other fees and transactions with the members of the Board of Directors |
1.036.204 | 1.003.454 |
| Compensation due to termination of employment | 12.064 | 12.064 |
| Total | 1.985.828 | 1.431.943 |
| Pension Benefits: | 30/06/2018 | 30/06/2018 |
| Other Benefits scheme | 72.745 | 72.745 |
| Total | 72.745 | 72.745 |
| Transactions with Directors and Board Members | THE GROUP | THE COMPANY |
| Amounts in euro | 30/06/2017 | 30/06/2017 |
| Wages and salaries | 1.039.354 | 552.225 |
| Insurance service cost Other fees and transactions with the members of |
106.335 | 57.912 |
| the Board of Directors | 1.105.002 | 1.076.895 |
| Compensation due to termination of employment | 9.970 | 9.970 |
| Total | 2.260.661 | 1.697.002 |
| Pension Benefits: | 30/06/2017 | 30/06/2017 |
| Other Benefits scheme | 335.267 | 335.267 |
| Total | 335.267 | 335.267 |
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 litigations whose negative outcome could have a material impact on the financial results of the Group.
The Group has made provision for significant legal or arbitration cases amounting to € 73.611 of which the amount of € 72.502 and concerns the Company.
The number of staff employed as at the end of the financial year (30.06.2018) reached for the Group 6.378 persons, 5.607 of whom permanent personnel and 771 seasonal, while the average number of personnel for the financial year 2017/2018 escalated to 6.000 persons (5.271 of whom permanent personnel and 729 seasonal). The Company at the end of the financial year (30.06.2018) employed 3.929 persons, 3.402 of whom permanent personnel and 527 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 658 persons (415 of whom permanent personnel and 243 seasonal), the subsidiary in Bulgaria employed 839 permanent personnel and the subsidiary in Romania employed 952 persons (951 of whom permanent personnel and 1 seasonal).
The number of staff employed as at the end of the financial year (30.06.2017) reached for the Group 5.690 persons, 4.898 of whom permanent personnel and 792 seasonal, while the average number of personnel for the financial year 2016/2017 escalated to 5.292 persons (4.588 of whom permanent personnel and 704 seasonal). The Company at the end of the financial year (30.06.2017) employed 3.766 persons, 3.292 of whom permanent personnel and 474 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 612 persons (295 of whom permanent personnel and 317 seasonal), the subsidiary in Bulgaria employed 650 permanent personnel and the subsidiary in Romania employed 662 persons (661 of whom permanent personnel and 1 seasonal).
The management of the Parent Company will propose to the General Meeting for the closing year 2017/2018 the distribution of a dividend of a total amount of € 53.063.306,01 or € 0,39 (gross) per share (136.059.759 shares). As of 03.04.2018 the Company has already paid in the form of an interim dividend the amount of € 23.511.127,13 and it is expected with the approval of the General Meeting to distribute the remaining amount of € 29.552.178,88 corresponding to € 0,2172 per share (gross). It is noted that according to law 4387/2016, a 15% of dividend tax shall be withheld, where necessary. 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.
Risk management policy is executed by the Management of the Group. The procedure followed is the following:
• Evaluation of risks related to the Group's activities
• methodology planning and selection of appropriate financial products to reduce risks
• 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 | 30/6/2018 | 30/6/2018 | ||
| Nominal Amounts | US\$ | RON | US\$ | RON |
| Financial Assets | 36.401.402 | 48.642.930 | 36.401.402 | - |
| Financial Liabilities | 40.092 | 14.105.401 | 40.092 | - |
| Short Term Exposure | 36.361.310 | 34.537.529 | 36.361.310 | - |
| Financial Liabilities | - | - | - | - |
| Long Term Exposure | - | 17.912.716 | - | - |
| Long Term Exposure | - | (17.912.716) | - | - |
| Amounts in € | THE GROUP | THE COMPANY | ||
| Foreign currency risk | 30/6/2017 | 30/6/2017 | ||
| Nominal Amounts | US\$ | RON | US\$ | RON |
| Financial Assets | - | 50.630.260 | - | - |
| Financial Liabilities | 26.040 | 14.664.018 | 26.040 | - |
| Short Term Exposure | (26.040) | 35.966.242 | (26.040) | - |
| Financial Liabilities | - | - | - | - |
| Long Term Exposure | - | 2.921.244 | - | - |
A 5% (2017: 5%) increase in the Euro/foreign currency exchange rate for the year ended 30 June 2018 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 € | 30/6/2018 US\$ |
30/6/2018 | ||
| US\$ | ||||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | 1.818.066 | (1.818.066) | 1.818.066 | (1.818.066) |
| Equity | 1.818.066 | (1.818.066) | 1.818.066 | (1.818.066) |
| THE GROUP | THE COMPANY | |||
| Amounts in € | 30/6/2018 | 30/6/2018 | ||
| RON | RON | |||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | 831.241 | (831.241) | - | - |
| Equity | 831.241 | (831.241) | - | - |
| Amounts in € | THE GROUP 30/6/2017 |
THE COMPANY 30/6/2017 |
||
| US\$ | US\$ | |||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | 1.240 | (1.240) | 1.240 | (1.240) |
| Equity | 1.240 | (1.240) | 1.240 | (1.240) |
| THE GROUP | THE COMPANY | |||
| Amounts in € | 30/6/2017 | 30/6/2017 | ||
| RON | RON | |||
| +5% | -5% | +5% | -5% | |
| Net profit for the year | (1.573.571) | 1.573.571 | - | - |
| Equity | (1.573.571) | 1.573.571 | - | - |
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 2018 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% (01.07.2016 - 30.06.2017: +/- 0,5%). These changes are considered to be reasonably possible based on observation of the current market conditions.
| THE GROUP | |||||
|---|---|---|---|---|---|
| 1/7/2017 - 30/6/2018 | 1/7/2016 - 30/6/2017 | ||||
| Amounts in € | +0,5% | -0,5% | +0,5% | -0,5% | |
| Net profit for the year |
1.371.550 | (1.371.550) | 897.285 | (897.285) | |
| Equity | 1.371.550 | (1.371.550) | 897.285 | (897.285) |
| THE COMPANY | ||||
|---|---|---|---|---|
| 1/7/2017 - 30/6/2018 | 1/7/2016 - 30/6/2017 | |||
| Amounts in € | +0,5% | -0,5% | +0,5% | -0,5% |
| Net profit for the | ||||
| year | 42.385 | (42.385) | 90.555 | (90.555) |
| Equity | 42.385 | (42.385) | 90.555 | (90.555) |
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 2018 for the Group is analyzed as follows:
| 1/7/2017 - 30/6/2018 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 2.382.431 | 147.369.340 | - | |
| Short Term Bank Loans | 4.892.031 | - | ||
| Trade payables | 40.310.365 | - | ||
| Other liabilities | 29.609.684 | 17.933.446 | - | |
| Total | 77.194.511 | 147.369.340 | 17.933.446 | - |
| 1/7/2016 - 30/6/2017 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 2.395.521 | 2.369.340 | 149.777.951 | - |
| Short Term Bank Loans Trade payables |
14.823.532 | - | - | - |
| 39.841.570 | - | - | - | |
| Other liabilities | 29.090.776 | - | 4.694.598 | - |
| Total | 86.151.399 | 2.369.340 | 154.472.549 | - |
The table below summarizes the maturity profile of the Company's financial liabilities as at 30.6.2018:
| 1/7/2017 - 30/6/2018 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 2.382.431 | 147.369.340 | ||
| Short Term Bank Loans | 4.677.286 | |||
| Trade payables | 39.249.191 | |||
| Other liabilities | 16.114.841 | 27.272 | ||
| Total | 62.423.749 | 147.369.340 | 27.272 | - |
The table below summarizes the maturity profile of the Company's financial liabilities as at 30.6.2017:
| 1/7/2016 - 30/6/2017 | ||||
|---|---|---|---|---|
| Amounts in € | Short Term | Long Term | ||
| Up to 6-months | 6-12 months | 1-5 years | More than 5 years | |
| Long Term Bank Loans | 2.395.521 | 2.369.340 | 149.777.951 | - |
| Short Term Bank Loans | 14.823.532 | - | - | - |
| Trade payables | 39.863.974 | - | - | |
| Other liabilities | 13.697.912 | 29.272 | - | |
| Total | 70.780.939 | 2.369.340 | 149.807.223 | - |
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 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 2017/2018 and 2016/2017 is analyzed as follows:
| THE GROUP | |||
|---|---|---|---|
| Amounts in € | 30/06/2018 | 30/06/2017 | |
| Total Debt | 149.623.330 | 159.215.129 | |
| Minus: Cash & cash equivalents | 436.891.686 | 366.047.454 | |
| Net Debt | (287.268.355) | (206.832.325) |
| 30/06/2018 | 30/6/2017 | |
|---|---|---|
| Total Equity | 1.058.468.883 | 961.673.028 |
| Minus: Subordinated Loans | - | - |
| Adjusted Equity | 1.058.468.883 | 961.673.028 |
| Debt-to-Equity ratio | (27,14%) | (21,51%) |
| THE COMPANY | ||
| Amounts in € | 30/06/2018 | 30/06/2017 |
| Total Debt | 149.408.584 | 159.215.129 |
| Minus: Cash & cash equivalents | 186.980.736 | 150.296.109 |
| Net Debt | (37.572.152) | 8.919.020 |
| Total Equity | 752.157.290 | 713.516.960 |
| Minus: Subordinated Loans | - | - |
| Adjusted Equity | 752.157.290 | 713.516.960 |
| Debt-to-Equity ratio | -5,00% | 1,25% |
During the current financial year, cash balances of the Group were higher than the total borrowings by the amount of € 287,27 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.
In July 2018, the management of Westlook Properties Ltd SRL, a subsidiary of Jumbo Trading Ltd, began the procedures for terminating the company's activities with the ultimate purpose of dissolution and liquidation.
On August 6, 2018, a bond loan agreement of eight years maturity duration and of a maximum amount of up to € 200 million was signed between the parent company and the credit institution, with the issue of the Loan Bonds in November 2018 and a 2,75% interest margin. The purpose of the above loan is to refinance the existing common bond loan of € 145 million, issued on 21.05.2014, as well as to finance the company's capital expenditures.
The meeting of the Board of Directors of the parent company "JUMBO AEE", dated 26 September 2018, decided to decrease a decision was taken to reduce the share capital of the subsidiary Bulgarian company "JUMBO EC. B " by the amount of € 25 million with a reduction of the nominal value from 100 Leva / share to 80 Leva / share and return of that capital to the parent company.
In September 2018, one more self-owned own hyper-store started its operations opened in the Bucharest (approximately 13.600 sqm), in Romania. Consequently, until the date of approval of the financial statements for the year 2017/2018, the JUMBO network numbered 76 stores.
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.
| The President of the Board of | The Vice-President of | Chief Executive | The Head of the Accounting |
|---|---|---|---|
| Directors | the Board of Directors | Officer | Department |
| Apostolos -Evangelos Vakakis son of Georgios Identity card no AN521562/2018 |
Ioannis Oikonomou son of Christos Identity card no X 156531/2002 |
Konstantina Demiri daughter of Stavros Identity card no ΑΚ541502/29.5.2012 |
Panagiotis Xiros son of Kon/nos 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/).
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