FRIGOGLASS S.A.I.C.

Interim Condensed Financial Statements 1 January to 31 March 2020

This document has been translated from the original version in Greek.

In the event that differences exist between this translation and the original Greek text , the document in the Greek language will prevail over this document.

FRIGOGLASS S.A.I.C.

Commercial Refrigerators

15, A. Metaxa Street

GR‐145 64 Kifissia

Athens - Greece

General Commercial Registry:1351401000

1

FRIGOGLASS S.A.I.C.

Commercial Refrigerators

Interim Condensed Financial Statements

1 January to 31 March 2020

The present Interim Condensed Financial Statements are approved by the Board of Directors of "Frigoglass S.A.I.C." on the 26thMay 2020.

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

TABLE OF CONTENTS

Pages

A) Board of Directors Report

3

B)

Interim Condensed Financial Statements

for the period1 January to 31 March 2020

6

C)

Alternative Performance Measures ("APMs")

41

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

The Chairman of the Board of Directors

The Managing Director

Haralambos David

Nikolaos Mamoulis

The Group Chief Financial Officer

The Head of Financial Controlling

Charalampos Gkoritsas

Vasileios Stergiou

2

BOARD OF DIRECTORS REPORT

Kifissia, May 26 2020

Financial Review for the period ended 31 March 2020

Group sales increased by 8.2% to €135.9 million, demonstrating a resilient performance in the first two months of the year across all our Commercial Refrigeration geographies. Following the rapid evolution of COVID‐19 and the subsequent governments' interventions in several of our markets, demand for our commercial refrigeration products slowed down in March. Demand for our glass container and complementary products in Nigeria was also impacted by mounting macroeconomic concerns in the country.

Commercial refrigeration sales increased by 14.6% to €111.2 million. Sales in East Europe grew by 19.8%, following sustained strong orders from key customers in Russia, Ukraine and Poland. This good performance was supported by market share gains with a customer in the brewery segment. Growth was tempered in March as lockdown measures affected our customers' cooler investments. In West Europe, although we saw growth in most of our markets, the significant lower year‐on‐year orders in Germany resulted in a mid‐single digit decline in sales. In Africa and Middle East, sales were up 29.7% year‐on‐year in the quarter. This performance primarily reflects increased demand in East and South Africa, more than offsetting lower orders from breweries in Nigeria due to the challenging macro environment. Growth momentum in Asia remained strong, with sales growing by 30.3%. This performance was driven by increased orders in the first two months of the year from soft drink customers in India, coupled with market share gains. Sales significantly slowed down in March, mainly following the lockdown measures in India that affected our customers' cooler capital spending.

Glass business sales declined by 13.4% to €24.7 million, primarily driven by lower demand for plastic crates. Lower year‐on‐year volume in the glass container business, driven by key brewery customers was mostly offset by price initiatives. Metal crowns' sales were also lower year‐on‐year, impacted by production disruptions due to raw material shortages. Demand for plastic crates remained soft, resulting in a double‐ digit top‐line decline. Measures related to COVID‐19 pandemic were taken in Nigeria late in March and early April and were varying from state to state. Demand in April materially impacted by the mandated lockdowns.

Cost of goods sold increased by 8.7% to €109.4 million, as a result of higher year‐on‐ year sales. Cost of goods sold as a percentage of the group's sales was 80.5%, from 80.1% in Q1 2019, reflecting the under‐absorption of fixed costs and a less favorable sales mix.

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Administrative expenses increased by 9.8% to €6.4 million, primarily impacted by higher employee payroll and IT costs associated with the implementation of SAP platform. Administrative expenses as a percentage of sales increased to 4.7%, from 4.6% in Q1 2019.

Selling, distribution and marketing expenses decreased by 12.3% to €5.2 million, primarily due to lower warranty related expenses. As a percentage of sales, selling, distribution and marketing expenses improved to 3.8%, from 4.7% last year.

Research and development expenses decreased by 18.1% to €0.7 million, primarily reflecting lower year‐on‐year employee related expenses and IT costs. As a percentage of sales, research and development expenses improved to 0.5%, from 0.7% in Q1 2019.

Net finance cost was €0.6 million, compared to €5.9 million in Q1 2019, supported by foreign exchange gains primarily caused by the impact from Naira's devaluation on hard currency denominated assets.

Income tax expense was €6.5 million, compared to €3.7 million last year, driven by deferred taxes related to foreign exchange gains.

Frigoglass reported a net profit of €4.4 million, compared to €2.0 million last year.

Net cash from operating activities amounted to €6.6 million, compared to net cash used in operating activities of €10.4 million last year. This improvement was achieved through higher year‐on‐year EBITDA and better working capital management.

Net cash used in investing activities was €4.5 million, compared to €1.9 million in Q1 2019. The increase reflects purchases of equipment related to a furnace rebuild in Nigeria.

Net cash from financing activities amounted to €13.0 million, compared to €1.5 million last year. This increase reflects the proceeds from the senior secured notes issued in February and the utilization of credit lines.

Net trade working capital as of 31 March 2020 (for details please refer to Alternative Performance Measures section in this report) reached €133.7 million, compared to €136.1 million as of 31 March 2019. This decrease was mainly due to lower inventory.

Capital expenditures reached €4.5 million, of which €3.2 million related to the purchase of property, plant and equipment and €1.3 million related to the purchase of intangible assets, compared to €2.7 million in Q1 2019, of which €1.5 million related to the purchase of property, plant and equipment and €1.2 million related to the purchase of intangible assets. The increase reflects higher amounts for investments in materials and equipment related to a furnace rebuild at the Guinea facility in Nigeria.

4

Business Outlook and COVID‐19 Pandemic Update

Although we saw last year's growth momentum continuing in January and February 2020 and were optimistic for the year, customers' orders have been significantly reduced in March following the material impact in the Immediate Consumption channel caused by governments' social‐distancing measures and lockdowns in several of our markets. The impact was varying across all our markets, with Western Europe suffering the most.

The full impact of the COVID‐19 pandemic on our 2020 results remains uncertain and will highly depend on the magnitude of the global economic impact after the lift of the governments' restrictions. What is evident from April's 2020 sales and the continuous trend in May is that the impact will be significant on our Q2 2020 results.

To limit the profitability and cash flow impact caused from the slow‐down in demand, we are taking several actions to protect our business and adjust our cost base and capital spending. Currently, our focus is on improving our cost absorption ability by reducing our fixed production and operating expenses base and eliminating discretionary costs, such as travelling, third‐party fees and marketing. We have also reprioritised capital expenditure, reducing spending at around €15 million in 2020. We remain firm on completing the furnace rebuild later in the year to protect the long‐ term future of our Glass business. In these market conditions, we have also currently put on hold the implementation of SAP platform. The aforementioned cash preservation initiatives do not affect our capacity to swiftly respond when demand returns to normal level.

We are entering the crisis from a position of strength, having extended the bulk of our debt maturities to 2025 and reaching a cash balance of €66 million in April, which is sufficient to meet our financing costs obligations. Over and above, we have increased our credit lines with banks in certain local jurisdictions by €10 million. We also continue our efforts to further increase our liquidity position over the upcoming months.

Yours Faithfully,

The Board of Directors

5

FRIGOGLASS S.A.I.C.

Commercial Refrigerators

Interim Condensed Financial Statements

1 January - 31 March 2020

Table of Contents

Pages

1. Interim Condensed Statement of Profit & Loss

7

2. Interim Condensed Statement of Comprehensive Income

8

3. Interim Condensed Statement of Financial Position

9

4. Interim Condensed Statement of Changes in Equity

10

5. Interim Condensed Statement of Cash Flows

12

6. Notesto the interim condensed financial statements

(1)

General Information

13

(2)

Basis of Preparation

14

(3)

Principal accounting policies

15

(4)

Critical accounting estimates and judgments

17

(5)

Segment Information

19

(6)

Property, Plant & equipment

22

(7)

Intangible assets

23

(8)

Inventories

24

(9)

Trade receivables

24

(10)

Other receivables

25

(11)

Cash & cash equivalents

26

(12)

Other payables

26

(13)

Non‐current & current borrowings

27

(14)

Investments in subsidiaries

30

(15)

Share capital

31

(16)

Other reserves

32

(17)

Financial expenses

33

(18)

Income tax

34

(19)

Related party transactions

35

(20)

Earnings per share

36

(21)

Contingent liabilities & Commitments

37

(22)

Seasonality of operations

38

(23)

Post balance sheet events

38

  1. Average number of personnel

(25)

& Personnel expenses/Employee benefits

38

Other operating income & Other gains / ‐ net

39

(26)

Reconciliation of EBITDA

40

6

The primary financial statements should be read in conjunction with the accompanying notes.

7

The primary financial statements should be read in conjunction with the accompanying notes.

8

The primary financial statements should be read in conjunction with the accompanying notes.

9

The primary financial statements should be read in conjunction with the accompanying notes.

10

The primary financial statements should be read in conjunction with the accompanying notes.

11

The primary financial statements should be read in conjunction with the accompanying notes.

12

FRIGOGLASS S.A.I.C.

Commercial Refrigerators

General Commercial Registry: 1351401000

Notes to the Interim Condensed Financial Statements

Note 1 ‐ General Information

These Interim Condensed Financial Statements (the "Financial Statements") include the financial statements of the Parent Company FRIGOGLASS S.A.I.C. (the "Company") and the Consolidated Financial Statements of the Company and its subsidiaries (the "Group"). The names of the subsidiaries are presented in Note 14of the financial statements.

FRIGOGLASS S.A.I.C. and its subsidiaries are engaged in the manufacturing, trade and distribution of commercial refrigeration units and packaging materials for the beverage industry. The Group has manufacturing plants and sales offices in Europe, Asia and Africa.

The Company is incorporated and based in Kifissia, Attica.

The Company's' shares are listed on the Athens Stock Exchange.

The address of its registered office is:

15, A. Metaxa Street, GR 145 64, Kifissia, Athens, Hellas

The company's web page is: www.frigoglass.com

The interim condensed financial statements have been approved by the Board of Directors of the Company on 26thMay 2020.

13

Note 2 - Basis of Preparation

This Interim Condensed Financial Information for the period 01.01 ‐ 31.03.2020has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and specifically in terms of IAS 34, 'Interim financial reporting'.

The Interim Condensed Financial Information should be read in conjunction with the annual financial statements for the year ended 31 December 2019that are available on the company's web page www.frigoglass.com.

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

Differences that may exist between the figures of the financial statement and those of the notes are due to rounding. Wherever it was necessary, the comparative figures have been reclassified in order to be comparable with the current year's presentation.

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

14

Note 3 - Principal accounting policies

The accounting policies adopted in preparing this Interim Condensed Financial Information are consistent with those described in the annual financial statements of the Company and the Group for the year ended 31 December 2019.

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

The preparation of these Interim Condensed Financial Information in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

New standards, amendments to standards and interpretations:

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 01.01.2020.

None of the standards and interpretations issued is expected to have a significant effect on the Consolidated or the Parent Company financial statements.

Standards and Interpretations effective for the current financial year

IFRS 3 (Amendments) 'Definition of a business'

The amended definition emphasises that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others.

IAS 1 and IAS 8 (Amendments) 'Definition of material'

The amendments clarify the definition of material and how it should be applied by including in the definition guidance which until now was featured elsewhere in IFRS. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRSs.

IFRS 9, IAS 39 and IFRS 7 (Amendments) 'Interest rate benchmark reform'

The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties.

15

Standards and Interpretations effective for subsequent periods

IFRS 17 'Insurance contracts'(effective for annual periods beginning on or after 1 January 2021)

IFRS 17 has been issued in May 2017 and supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for using current values instead of historical cost. The standard has not yet been endorsed by the EU.

IAS 1 (Amendment) 'Classification of liabilities as current or non‐current' (effective for annual periods beginning on or after 1 January 2022)

The amendment clarifies that liabilities are classified as either current or non‐current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the 'settlement' of a liability. The amendment has not yet been endorsed by the EU.

16

Note 4 ‐ Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances.

4.1. Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows.

4.1.1. Income Taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required by the Group Management in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. If the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax.

4.1.2. Estimated impairment of investments

The Group's investments in subsidiaries are tested for impairment when indications exist that its carrying value may not be recoverable. The recoverable amount of the investments in subsidiaries is determined on value in use calculations, which requires the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a one year period and cash projections for four additional years. The Company has an investment in Frigoinvest Holdings B.V. ( Note 14 ), which holds the Group's subsidiaries in the ICM and Glass segments which represent the two identifiable, separate cash generating units. Based on the assessment performed by management no impairment charge was recognized with respect to the Company's investment in subsidiary.

4.1.3. Estimation of useful lives of fixed assets

The Group assesses on an annual basis, the useful lives of its property, plant and equipment and intangible assets. These estimates take into account the relevant operational facts and circumstances, the future plans of Management and the market conditions that exist as at the date of the assessment.

4.1.4. Provision for doubtful debts

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

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

4.1.5. Staff retirement benefit obligations

The present value of the retirement benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the relevant obligation comprises the discount rate, the expected return on plan assets, the rate of compensation increase, the rate of inflation and future

17

estimated pension increases. Any changes in these assumptions will impact the carrying amount of the retirement benefit obligations. The Group determines the amount of the retirement benefit obligations using suitably qualified independent actuaries at each year‐ end's balance sheet date.

4.1.6. Estimated impairment of property, plant & equipment

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

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

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

4.3. Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, commodity price risk and interest rate risk), credit risk, liquidity risk and capital risk. The Group's risk management programme focuses on the volatility of financial markets and seeks to minimise potential adverse effects on the Group's cash flows.

Group Treasury carries out risk management under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co‐ operation with the Group's subsidiaries. The Board of Directors has approved the Treasury Policy, which provides the control framework for all treasury and treasury‐related transactions. The Group Treasury does not perform speculative transactions or transactions that are not related to the Group's operations.

The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements and they should be read in conjunction with the group's annual financial statements as at 31 December 2019.

18

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 5 - Segment Information

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

The operating segment information presented below is based on the information that the Management Committee uses to assess the performance of the Group's operating segments.

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

  • Ice Cold Merchandise ( ICM ) Operations
  • Glass Operations

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

a) Analysis per business segment

Three months ended

Three months ended

i) Statement of Profit & Loss

31.03.2020

31.03.2019

ICM

Glass

Total

ICM

Glass

Total

Operations

Operations

Operations

Operations

Revenue from contracts with customers

At a point in time

98.329

24.727

123.056

84.760

28.561

113.321

Over time

12.841

-

12.841

12.244

-

12.244

Total Revenue from contracts with customers

111.170

24.727

135.897

97.004

28.561

125.565

Operating Profit /

10.357

4.533

14.890

7.712

5.280

12.992

Finance costs

(9.924)

8.799

(1.125)

(6.440)

(297)

(6.737)

Finance income

12

525

537

6

864

870

Finance costs - net

(9.911)

9.323

(588)

(6.434)

567

(5.867)

Profit / before income tax

446

13.856

14.302

1.278

5.847

7.125

Income tax expense

(1.846)

(4.658)

(6.504)

(1.805)

(1.899)

(3.704)

Profit / after income tax expenses

(1.400)

9.198

7.798

(527)

3.948

3.421

Profit / attributable to the

shareholders of the company

(1.385)

5.830

4.445

(181)

2.212

2.031

Depreciation

3.365

2.283

5.648

3.856

2.039

5.895

EBITDA

13.722

6.816

20.538

11.568

7.319

18.887

There are no sales between the two segments.

Y-o-Y %

31.03.2020 vs 31.03.2019

ICM

Glass

Total

Operations

Operations

Total Revenue from contracts with customers

14,6%

-13,4%

8,2%

Operating Profit /

34,3%

-14,1%

14,6%

EBITDA

18,6%

-6,9%

8,7%

19

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 5 - Segment Information (continued)

ii) Statement of Financial Position

Three months ended

Year ended

31.03.2020

31.12.2019

ICM

Glass

Total

ICM

Glass

Total

Operations

Operations

Operations

Operations

Total assets

305.066

145.384

450.450

281.809

161.580

443.389

Total liabilities

431.689

58.886

490.575

407.847

62.980

470.827

Capital expenditure

1.939

2.596

4.535

9.193

21.261

30.454

Reference Note 6 & 7

Segment liabilities are measured in the same way as in the financial statements.

These liabilities are allocated based on the operations of each segment.

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

Consolidated

Three months ended

31.03.2020

31.03.2019

ICM Operations :

East Europe

53.795

44.893

West Europe

27.226

28.895

Africa / Middle East

21.621

16.670

Asia / Oceania

8.528

6.546

Total

111.170

97.004

Glass Operations :

Africa

24.727

28.561

Total

24.727

28.561

Total Sales :

East Europe

53.795

44.893

West Europe

27.226

28.895

Africa / Middle East

46.348

45.231

Asia / Oceania

8.528

6.546

Consolidated

135.897

125.565

20

FRIGOGLASS S.A.I.C.

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

Note 5 - Segment information (continued)

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

Parent Company

Three months ended

31.03.2020

31.03.2019

ICM Operations :

East Europe

-

331

West Europe

1.491

6.803

Africa / Middle East

-

4.647

Asia / Oceania

-

-

Sales to third parties

1.491

11.781

Intercompany sales (Note 20)

-

1.999

Total Sales

1.491

13.780

The significant decline in sales is mainly attributable to the discontinuation of the Kato Achaia plant in mid 2019.

c) Capital expenditure per geographical area

Consolidated

The basis of allocation to geographical segments is based

on the

Period ended

physical location of the asset

31.03.2020

31.12.2019

31.03.2019

ICM Operations :

East Europe

395

3.824

505

West Europe

1.362

4.459

855

Africa

137

420

146

Asia

45

490

29

Total

1.939

9.193

1.535

Glass Operations:

Africa

2.596

21.261

1.204

Total

2.596

21.261

1.204

Consolidated

4.535

30.454

2.739

21

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 6 - Property, plant & equipment

Consolidated

Building &

Machinery

Motor

Furniture

Land

technical

Total

technical works

vehicles

& fixtures

installation

Cost

Balance at 01.01.2020

4.884

60.194

236.821

6.139

10.282

318.320

Additions

-

62

360

27

195

644

Construction in progress

-

8

2.430

-

99

2.537

Tangible Assets Write off

-

-

(319)

-

-

(319)

Exchange differences

(95)

(872)

(19.634)

(627)

(589)

(21.817)

Balance at 31.03.2020

4.789

59.392

219.658

5.539

9.987

299.365

Accumulated Depreciation

Balance at 01.01.2020

-

29.426

147.413

4.174

7.868

188.881

Depreciation charge

-

429

3.171

214

222

4.036

Tangible Assets Write off

-

-

(319)

-

-

(319)

Exchange differences

-

(386)

(10.857)

(426)

(432)

(12.101)

Balance at 31.03.2020

-

29.469

139.408

3.962

7.658

180.497

Net book value at 31.03.2020

4.789

29.923

80.250

1.577

2.329

118.868

Net book value at 31.12.2019

4.884

30.768

89.408

1.965

2.414

129.439

Construction in progress mainly relates to the Glass furnace in Beta Glass Nigeria.

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

Τhe major variance derives from the devaluation of Naira against Euro. Exchange rate € / Naira at 31.12.2019 was 344,26 and at 31.03.2020 was 397,56.

Parent Company

Building &

Machinery

Motor

Furniture

Land

technical

Total

technical works

vehicles

& fixtures

installation

Cost

Balance at 01.01.2020

303

8.753

1.710

-

326

11.092

Additions

-

3

-

-

22

25

Balance at 31.03.2020

303

8.756

1.710

-

348

11.117

Accumulated Depreciation

Balance at 01.01.2020

-

6.812

1.710

-

103

8.625

Depreciation charge

-

77

-

-

22

99

Balance at 31.03.2020

-

6.889

1.710

-

125

8.724

Net book value at 31.03.2020

303

1.867

-

-

223

2.393

Net book value at 31.12.2019

303

1.941

-

-

223

2.467

22

FRIGOGLASS S.A.I.C.

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

Note 7 - Intangible assets

Consolidated

Development

Patents &

Software &

other intangible

Total

costs

trademarks

assets

Cost

Balance 01.01.2020

19.848

2

10.304

30.154

Additions

243

-

35

278

Construction in progress

50

-

1.026

1.076

Exchange differences

(148)

-

(117)

(265)

Balance at 31.03.2020

19.993

2

11.248

31.243

Accumulated Depreciation

Balance at 01.01.2020

11.322

2

6.857

18.181

Depreciation charge

487

-

238

725

Exchange differences

(142)

-

(100)

(242)

Balance at 31.03.2020

11.667

2

6.995

18.664

Net book value at 31.03.2020

8.326

-

4.253

12.579

Net book value at 31.12.2019

8.526

-

3.447

11.973

Parent Company

Development

Patents &

Software &

other intangible

Total

costs

trademarks

assets

Cost

Balance 01.01.2020

-

-

2.987

2.987

Additions

-

-

2

2

Construction in progress

-

-

167

167

Disposals to subsidiaries of the group

-

-

(357)

(357)

Balance at 31.03.2020

-

-

2.799

2.799

Accumulated Depreciation

Balance 01.01.2020

-

-

526

526

Depreciation charge

-

-

84

84

Balance at 31.03.2020

-

-

610

610

Net book value at 31.03.2020

-

-

2.189

2.189

Net book value at 31.12.2019

-

-

2.461

2.461

23

FRIGOGLASS S.A.I.C.

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

Note 8 - Inventories

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Raw materials

60.989

62.783

-

-

Work in progress

2.123

3.186

-

-

Finished goods

42.055

50.441

-

-

Less:Provision

(7.586)

(9.160)

-

-

Total

97.581

107.250

-

-

Note 9 - Trade receivables

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Trade receivables

117.171

98.269

2.497

5.574

Less: Provisions ( Note 35 )

(806)

(746)

(375)

(375)

Total

116.365

97.523

2.122

5.199

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

The fair value of trade receivables closely approximates their carrying value. The Group and the Company have a significant concentration of credit risk with specific customers which comprise large international groups such as Coca - Cola HBC, CCEP, other Coca - Cola bottlers, Diageo - Guinness, Pespi and Heineken.

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

Management does not expect any losses from non-performance of trade receivables, other than as provided for as at 31.03.2020.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9. Based on this approach, the Group recognizes expected life losses on expected receivables.The calculation is done on an individual basis. Expected loss rates are based on the sales payment profile and the corresponding historical credit losses. The failure of the customer to pay after 180 days from the invoice due date is considered a default. The impact of IFRS 9 as a result of applying the expected credit risk model is immaterial.

24

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 10 - Other receivables

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

V.A.T receivable

10.693

8.738

341

135

Grants for exports receivable

7.980

9.117

-

-

Insurance prepayments

1.104

712

224

16

Prepaid expenses

1.357

709

319

-

Receivable from the disposal of subsidiary

1.636

1.636

-

-

Other taxes receivable

3.087

3.517

-

-

Advances to employees

650

744

69

62

Other receivables

3.214

3.618

196

1.133

Total

29.721

28.791

1.149

1.346

The amount of Grants for exports receivable comprise mainly of Export Expansion Grants (EEG) and Negotiable Duty Credit Certificates (NDCC) in Nigeria 31.03.2020 € 7,26m (2019 € 8,27m).Export Expansion Grants (EEG) are granted by the Nigerian Government on exports of goods produced in the country, having met certain eligibility criteria. These are recognized at fair value, and Management does not expect any losses from the non-recoverability of these grants. Negotiable Duty Credit Certificates (NDCC) originate from export grants received from government and the instrument is useful for settlement of custom duties payable to government, with no expiry date, under the previous scheme.

In January 2020 the government of Nigeria initiated a scheme and the Government Grants are paid through Promissory Notes which are negotiable and transferable, subject to submission of the original Notes to the Central Bank of Nigeria.

In January 2020 Frigoglass Industries (Nigeria) Ltd. received an amount related to the government grants.

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

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

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

25

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 11 - Cash & cash equivalents

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Cash on hand

36

9

-

1

Short term bank deposits

63.819

54.161

1.707

1.401

Total

63.855

54.170

1.707

1.402

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

Note 12 - Other payables

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Taxes and duties payable

2.894

3.914

347

507

VAT payable

3.223

2.166

-

-

Social security insurance

1.469

1.660

198

381

Customers' advances

1.220

1.275

53

44

Other taxes payable

1.539

1.664

-

-

Accrued discounts on sales

17.973

20.157

435

817

Accrued fees & costs payable to third parties

7.181

7.447

672

1.586

Accrued payroll expenses

11.364

8.949

3.464

2.477

Other accrued expenses

4.941

3.992

-

29

Accrued interest for bank loans

2.470

4.999

-

-

Expenses for restructuring activities

-

45

-

45

Accrual for warranty expenses

5.196

5.210

237

236

Other payables

5.487

2.773

1.426

237

Total

64.957

64.251

6.832

6.359

The fair value of other creditors approximates their carrying value.

Accrued discount on sales: The reduction in the balance is mainly attributable to the invoicing of accrued discounts for prior years and the differentiation of the customer mix.

26

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 13 - Non current & current borrowings

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Bank loans

-

53.745

-

-

Intergroup bond loans

-

-

41.987

29.554

Bond loans

251.882

169.713

-

-

Total Non current borrowings

251.882

223.458

41.987

29.554

Bank overdrafts

1.944

2.083

-

-

Bank loans

44.384

53.177

-

-

Total current borrowings

46.328

55.260

-

-

Total borrowings

298.210

278.718

41.987

29.554

Consolidated

Parent Company

Net debt / Total capital

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Total borrowings

298.210

278.718

41.987

29.554

Total Lease Liabilities

4.934

5.478

997

1.021

Cash & cash equivalents

(63.855)

(54.170)

(1.707)

(1.402)

Net debt (A)

239.289

230.026

41.277

29.173

Total equity

(B)

(40.125)

(27.438)

26.027

26.567

Total capital

(C) = (A) + (B)

199.164

202.588

67.304

55.740

Net debt / Total capital (A) / (C)

120,15%

113,54%

61,33%

52,34%

27

FRIGOGLASS S.A.I.C.

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

Note 13 ‐ Non current & current borrowings (continued)

Non‐current borrowings

On February 12, 2020, Frigoglass S.A.I.C. through its subsidiary Frigoglass Finance B.V. (the "Issuer") issued €260.0 million in aggregate principal amount of 6.875% senior secured notes due 2025 (the "Notes"). The Notes were issued pursuant to an indenture dated February 12, 2020 (the "Indenture"). The Notes are guaranteed on a senior secured basis by Frigoglass S.A.I.C. and certain of our subsidiaries (the "Guarantors") and secured by certain assets of the Issuer and the Guarantors. The Notes mature on February 12, 2025.

The Notes pay interest semi‐annually on February 1 and August 1 of each year, commencing on August 1, 2020. The Notes have been admitted to trading on the Euro MTF Market of the Official List of Luxemburg Stock Exchange.

The proceeds of the Notes were used to repay amounts outstanding under certain of the group's credit facilities and to redeem the entire outstanding amount of the Second Priority Secured Notes due 2022 and the entire outstanding amount of its Senior Secured Guaranteed Notes due 2021.

The Indenture limits, among other things, our ability to incur additional indebtedness, pay dividends on, redeem or repurchase our capital stock, make certain restricted payments and investments, create or permit to exist certain liens, transfer or sell assets, merge or consolidate with other entities and enters into transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications.

Guarantees

The companies that have granted guarantees in respect of the Note are: Frigoglass S.A.I.C., Frigoinvest Holdings B.V., Beta Glass Plc, Frigoglass Eurasia LLC, Frigoglass Industries (Nigeria) Limited, Frigoglass Cyprus Limited, Frigoglass Global Limited, Frigoglass Romania S.R.L. and 3P Frigoglass S.R.L.

Security

The security granted in favour of the creditors under the senior secured notes due 2025 include the following:

  1. Security over shares in the following Group companies: Frigoinvest Holdings B.V., Frigoglass Finance B.V., 3P Frigoglass S.R.L., Frigoglass Romania S.R.L., Frigoglass Eurasia LLC and Frigoglass Cyprus Limited. The Notes are also secured by a pledge over the shares of Frigoglass Industries Nigeria Limited and Beta Glass (the "Share Pledge"), with an aggregate amount of the secured obligations in respect of the Share Pledge being limited to €175.0 million.

28

(b) Security over assets of the Group in the value shown below:

Asset

in € 000's

as at 31.03.2020

Intergroup loans receivables

329.746

Other debtors

2

Cash & cash equivalents

4.602

Total

334.350

29

FRIGOGLASS S.A.I.C.

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

Note 14 - Investments in subsidiaries

Parent Company

31.03.2020

31.12.2019

Net book

Net book

Investment in Frigoinvest Holdings B.V. ( The Netherlands )

value

value

Opening balance

60.005

60.005

Closing Balance

60.005

60.005

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

Company name & business segment

Country of

Consolidation

%

incorporation

method

Shareholding

ICM Operations

Frigoglass S.A.I.C.

Greece

Parent Company

SC. Frigoglass Romania SRL

Romania

Full

100,00%

PT Frigoglass Indonesia

Indonesia

Full

99,98%

Frigoglass South Africa Ltd.

South Africa

Full

100,00%

Frigoglass Eurasia LLC

Russia

Full

100,00%

Frigoglass (Guangzhou) Ice Cold Equipment Co. Ltd.

China

Full

100,00%

Scandinavian Appliances A.S

Norway

Full

100,00%

Frigoglass Spzoo

Poland

Full

100,00%

Frigoglass India PVT.Ltd.

India

Full

100,00%

Frigoglass East Africa Ltd.

Kenya

Full

100,00%

Frigoglass GmbH

Germany

Full

100,00%

Frigoglass Hungary Kft

Hungary

Full

100,00%

Frigoglass Nordic AS

Norway

Full

100,00%

Frigoglass Cyprus Limited

Cyprus

Full

100,00%

Norcool Holding A.S

Norway

Full

100,00%

Frigoinvest Holdings B.V

The Netherlands

Full

100,00%

Frigoglass Finance B.V

The Netherlands

Full

100,00%

3P Frigoglass Romania SRL

Romania

Full

100,00%

Frigoglass Ltd.

Ireland

Full

100,00%

Glass Operations

Frigoglass Global Limited

Cyprus

Full

100,00%

Beta Glass Plc.

Nigeria

Full

55,21%

Frigoglass Industries (NIG.) Ltd.

Nigeria

Full

76,03%

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

30

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 15 - Share capital

2020

The share capital of the Group as at 31.03.2020comprised of 355.437.751fully paid up ordinary shares with an nominal value of € 0,10each.

2019

The share capital of the Group as at 31.12.2019comprised of 355.437.751fully paid up ordinary shares with an nominal value of € 0,10each.

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

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

Number of shares

Share capital

Share premium

-000' Euro-

-000' Euro-

Balance at 01.01.2019

355.437.751

127.958

(33.801)

Transfer to reserves due to the decrease

of the nominal value of each share for

-

(92.414)

-

offsetting losses by deletion of losses from

the account "Accumulated losses"

Balance at 31.12.2019

355.437.751

35.544

(33.801)

Balance at 31.03.2020

355.437.751

35.544

(33.801)

31

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 16 - Other reserves

Consolidated

Statutory

Share

Extraordinary

Tax free

Currency

option

translation

Total

reserves

reserves

reserves

reserve

reserve

Balance at 01.01.2019

4.177

670

14.729

8.760

(40.284)

(11.948)

Exchange differences

-

-

40

-

1.726

1.766

Balance at 31.03.2019

4.177

670

14.769

8.760

(38.558)

(10.182)

Balance at 01.04.2019

4.177

670

14.769

8.760

(38.558)

(10.182)

Additions for the year

-

295

-

-

-

295

Exchange differences

-

-

-

-

(432)

(432)

Balance at 31.12.2019

4.177

965

14.769

8.760

(38.990)

(10.319)

Balance at 01.01.2020

4.177

965

14.769

8.760

(38.990)

(10.319)

Exchange differences

-

-

(292)

-

(12.131)

(12.423)

Balance at 31.03.2020

4.177

965

14.477

8.760

(51.121)

(22.742)

Parent Company

Statutory

Share

Extraordinary

Tax free

option

Total

reserves

reserves

reserves

reserve

Balance at 01.01.2019

4020

670

12.013

8.760

25.463

Additions for the year

-

-

-

-

-

-

Balance at 31.03.2019

4.020

670

12.013

8.760

25.463

Balance at 01.04.2019

4.020

670

12.013

8.760

25.463

Additions for the year

-

295

-

-

-

295

Balance at 31.12.2019

4.020

965

12.013

8.760

25.758

Balance at 01.01.2020

4.020

965

12.013

8.760

25.758

Additions for the period

-

-

-

-

-

Balance at 31.03.2020

4.020

965

12.013

8.760

25.758

A statutory reserve is created under the provisions of Hellenic law (Law 4548/2018)according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to this reserve until it reaches one third of the paid up share capital. The statutory reserve can not be distributed to the shareholders of the Company except for the case of liquidation.

The share option reserve refers to the established Stock Option Plan provided to senior managers and members of the Management Committee.

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

  1. by postponing the settlement of tax liabilities until the distribution of the reserves to the shareholders, or
  2. by eliminating any future income tax payment related to the issuance of bonus shares to the shareholders.

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

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

32

FRIGOGLASS S.A.I.C.

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

Note 17 - Financial expenses

Consolidated

Parent Company

31.03.2020

31.03.2019

31.03.2020

31.03.2019

Finance income

Interest income

(537)

(870)

-

(1)

Interest Expense

5.344

4.279

732

422

Exchange loss / (gain) & Other Financial costs

(4.301)

2.366

409

(11)

Finance cost for lease liabilities

82

92

15

16

Finance cost

1.125

6.737

1.156

427

Finance costs - net

588

5.867

1.156

426

33

Frigoglass S.A.I.C

Notes to the Interim Condensed Financial Statements

in € 000's

Note 18 - Income tax

For 2020in Greece tax rate is 24%.

The Group and the Company calculate the period income tax using the tax rate that would be applicable to the expected annual earnings.

The income tax rates in the countries where the Group operates are between 9% and 33%.

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

34

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 19 - Related party transactions

Truad Verwaltungs A.G is the main shareholder of Frigoglass S.A.I.C with 48,55% shareholding. Truad Verwaltungs A.G. has also a 23% stake in Coca-Cola HBC AG share capital.

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

Coca-Cola HBC AG Agreement:

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

A.G. Leventis Lease Agreement:

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

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

The investments in subsidiaries are reported to Note 14.

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

Consolidated

Parent Company

31.03.2020

31.03.2019

31.03.2020

31.03.2019

Sales of goods and services

55.674

50.555

1.278

5.644

Purchases of goods and services

285

400

-

21

Receivables

48.366

46.750

1.064

4.819

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

Sales of goods

-

1.999

Disposal of the Intellectual Property

-

15.366

for Product Development to Frigoglass Romania S.R.L

Income from subsidiaries: Services fees

5.296

2.662

Income from subsidiaries: recharge research & development expenses

426

602

Expenses from subsidiaries: Services fees

45

190

Income/ from subsidiaries: commissions on sales

(388)

19

Interest expense

732

422

Receivables

19.982

11.588

Payables

5.957

17.926

Loans payables (Note 13)

41.987

29.887

C) The fees of Management employee include wages, indemnities and other benefits and the amounts are:

Consolidated

Parent Company

31.03.2020

31.03.2019

31.03.2020

31.03.2019

Fees for Board of Directors

99

96

99

96

Wages and others short term employee benefits

606

602

491

488

Termination Benefits ( exit payments)

56

55

56

55

Total fees management employee

662

657

547

543

35

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 20 - Earnings per share

Basic & Diluted earnings per share

Basic and Diluted earnings per share are calculated by dividing the profit attributable to shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company (treasury shares).

The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration.

No adjustment is made to net profit (numerator).

Diluted earnings per share

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

in 000's €

(apart from earning per share and number of shares)

Consolidated

Parent Company

Three months ended

Three months ended

31.03.2020

31.03.2019

31.03.2020

31.03.2019

Profit / after income tax for attributable to the shareholders of the company

Weighted average number of ordinary shares for the purposes of basic earnings per share

Weighted average number of ordinary shares for the purpose of diluted earnings per share

Basic earnings / per shareDiluted earnings / per share

4.445 2.031

355.437.751 355.437.751

355.437.751 355.437.751

0,0125 0,0057

0,0125 0,0057

  1. 8.173

355.437.751 355.437.751

355.437.751 355.437.751

(0,0015) 0,0230

(0,0015) 0,0230

36

FRIGOGLASS S.A.I.C.

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

Note 21 - Contingent Liabilities & Commitments

Guarantees for Loans:

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

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

Based on the loan agreements each guarantor guarantees separately for the total amount of the loan up the amount of € 260 m.

Consolidated

Parent Company

31.03.2020

31.12.2019

31.03.2020

31.12.2019

Guarantees for loans

260.000

256.596

260.000

256.549

Other contingent liabilities & commitments:

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

Capital commitments:

The capital commitments contracted for but not yet incurred at the balance sheet date 31.03.2020for the Group amounted to

  • 250 thousands (31.12.2019: € 2,5 m. )and relate mainly to purchases of machinery and the SAP investment.

The capital commitments contracted for but not yet incurred at the balance sheet date 31.03.2020for the Parent Company amounted to € 0 thousands (31.12.2019: € 0 thousands).

37

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 22 - Seasonality of operations

Revenue from contracts with customers

Consolidated

Quarter

2020

2019

Q1

135.897

125.565

26%

Q2

-

162.697

34%

Q3

-

96.569

20%

Q4

-

97.506

20%

Total Year

135.897

482.337

100%

As shown above the Group's operations exhibit seasonality.

Note 23 - Post balance sheet events

Business Outlook and COVID-19 Pandemic Update

Although we saw last year's growth momentum continuing in January and February 2020 and were optimistic for the year, customers' orders have been significantly reduced in March following the material impact in the Immediate Consumption channel caused by governments' social-distancing measures and lockdowns in several of our markets. The impact was varying across all our markets, with Western Europe suffering the most.

The full impact of the COVID-19 pandemic on our 2020 results remains uncertain and will highly depend on the magnitude of the global economic impact after the lift of the governments' restrictions. What is evident from April's 2020 sales and the continuous trend in May is that the impact will be significant on our Q2 2020 results.

To limit the profitability and cash flow impact caused from the slow-down in demand, we are taking several actions to protect our business and adjust our cost base and capital spending. Currently, our focus is on improving our cost absorption ability by reducing our fixed production and operating expenses base and eliminating discretionary costs, such as travelling, third-party fees and marketing. We have also reprioritised capital expenditure, reducing spending at around €15 million in 2020. We remain firm on completing the furnace rebuild later in the year to protect the long-term future of our Glass business. In these market conditions, we have also currently put on hold the implementation of SAP platform. The aforementioned cash preservation initiatives do not affect our capacity to swiftly respond when demand returns to normal level.

We are entering the crisis from a position of strength, having extended the bulk of our debt maturities to 2025 and reaching a cash balance of €66 million in April, which is sufficient to meet our financing costs obligations. Over and above, we have increased our credit lines with banks in certain local jurisdictions by €10 million. We also continue our efforts to further increase our liquidity position over the upcoming months.

There are no other post-balance events which are likely to affect the financial statements or the operations of the Group and the Parent company.

Note 24 - Average number of personnel & Personnel expenses/Employee benefits

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

Consolidated

Operations

31.03.2020

31.03.2019

ICM Operations

4.254

4.059

Glass Operations

1.410

1.411

Total

5.664

5.470

Average number of personnel

Parent Company

31.03.2020 31.03.2019

135 211

38

FRIGOGLASS S.A.I.C.

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

Note 25 - Other operating income & Other gains/ - net

Consolidated

Parent Company

31.03.2020

31.03.2019

31.03.2020

31.03.2019

Other operating income

Income from subsidiaries:

Services fees & royalties on sales

-

-

5.296

2.662

Income from subsidiaries:

Commission on sales

-

-

(388)

19

Revenues from insurance claims

-

-

-

-

Revenues from scraps sales

128

203

-

-

Other charges to customers & other income

487

416

483

3

Total: Other operating income

615

619

5.391

2.684

Other gains - net
Profit/ from disposal of property, plant &

equipment and IP

-

(3)

-

10.093

Other

(32)

(62)

-

-

Total: Other gains/ - net

(32)

(65)

-

10.093

The profit of € 10,1 million for the Parent company in Q1 2019 relates to the Disposal of the Intellectual Property for Product Development to Frigoglass Romania S.R.L ( Note 7 & 19 ).

39

FRIGOGLASS S.A.I.C.

Notes to the Interim Condensed Financial Statements

in € 000's

Note 26 -Reconciliation of EBITDA

Consolidated

Three months ended

31.03.2020 31.03.2019

Profit / before income tax

14.302

7.125

plus: Depreciation

5.648

5.895

plus: Impairment of tangible assets

-

-

plus: Restructuring costs

-

-

plus: Finance costs *

588

5.867

EBITDA

20.538

18.887

Revenue from contracts with customers

135.897

125.565

Margin EBITDA, %

15,1%

15,0%

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

40

Alternative Performance Measures ("APMs")

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

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

In discussing the performance of the Group, certain measures are used, which are calculated by deducting from the directly reconcilable amounts of the Financial Statements the impact of restructuring costs.

Restructuring Costs

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

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

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

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

(in € 000's)

1Q20

1Q19

Profit / (Loss) before income tax

14,302

7,125

Depreciation

5,648

5,895

Finance costs

588

5,867

EBITDA

20,538

18,887

Sales from contracts with customers

135,897

125,565

EBITDA margin, %

15.1%

15.0%

Net Trade Working Capital (NTWC)

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

41

31 March

31 December

31 March

(in € 000's)

2020

2019

2019

Trade debtors

116,365

97,523

116,823

Inventories

97,581

107,250

115,095

Trade creditors

80,199

81,450

95,834

Net Trade Working Capital

133,747

123,323

136,084

Free Cash Flow

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

(in € 000's)

1Q20

1Q19

Net cash from operating activities

6,630

(10,423)

Net cash from investing activities

(4,535)

(1,944)

Free Cash Flow

2,095

(12,367)

Adjusted Free Cash Flow

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

(in € 000's)

1Q20

1Q19

Free Cash Flow

2,095

(12,367)

Proceeds from disposal of subsidiary

̶

(795)

Adjusted Free Cash Flow

2,095

(13,162)

Net debt

Net debt is used by Management to evaluate the Group's capital structure and leverage. Net debt is defined as long‐term borrowings plus short‐term borrowings less cash and cash equivalents as illustrated below. Following the adoption of IFRS 16, financial liabilities related to leases are included in the calculation of net debt as from 2019 onwards.

31 March

31 December

(in € 000's)

2020

2019

Long‐term borrowings

251,882

223,458

Short‐term borrowings

46,328

55,260

Lease liabilities (long‐term portion)

2,891

3,419

Lease liabilities (short‐term portion)

2,043

2,059

Cash and cash equivalents

63,855

54,170

Net Debt

239,289

230,026

Adjusted Net debt

Adjusted net debt includes the unamortised costs related to the €260 million senior secured notes issued on February 12, 2020.

42

31 March

31 December

(in € 000's)

2020

2019

Net Debt

239,289

230,026

Unamortised issuance costs

8,118

̶

Adjusted Net Debt

247,407

230,026

Capital expenditure (Capex)

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

(in € 000's)

1Q20

1Q19

Purchase of PPE

(3,181)

(1,519)

Purchase of intangible assets

(1,354)

(1,220)

Capital expenditure

(4,535)

(2,739)

43

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Frigoglass SA published this content on 23 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2020 09:47:00 UTC