LAŠKO GROUP
•
ANNUAL REPORT
•
2011
LAŠKO GROUP ANNUAL REPORT 2011
LAŠKO GROUP
ANNUAL REPORT 2011
CONTENTS
2
1. INTRODUCTION 4
1.1
Statement by the Chairman of the Management Board
5
1.2
Report of the Supervisory Board on verification of the Annula Report.
7
1.3
Significant business achievements of the Laško Group
11
1.4
Significant business achievements of Pivovarna Laško, d. d.
15
1.5
Vision, mission, values and strategic objectives
19
1.6
Presentation of the Laško Group
21
1.7
Presentation of the parent company Pivovarna Laško, d. d.
24
1.8
Significant events in 2011
26
2. BUSINESS REPORT
32
2.1
Corporate governance
2.2
Statement on corporate governance and compliance
with the Corporate Governance Code
Report of the Management Board on extent of influence according
2.3
to Article 545 of the Companies Act (ZGD-1)
Shareholders and the impact of economic and other trends
2.4
on business operations
33 50 54 56
2.5 Sales
65
75
2.6
Supply flows
2.7 Production
77
84
2.8
Quality control
2.9 Investments
88
2.10
Performance analysis
93
2.11
Risk Management
112
2.12
Financing and the sale of investments
116
2.13
Marketing activities
119
2.14
Plans for 2012 and the development strategy
127
2.15
Events following the conclusion of the fiscal year
130
2.16
Events prior to the 2012 fiscal year
133
3. SUSTAINABLE DEVELOPMENT
3.1
Human Resources Management
3.2 Communications
136 137 142
3.3
Responsible attitude towards the social environment
144
3.4
Environmental protection
146
4. FINANCIAL REPORT
156
Audited financial statements of Pivovarna Laško, d. d
157
4.1.1
Statement of the Financial Position
157
4.1.2
Income Statement
159
4.1.3
Statement of comprehensive income
160
4.1.4
Statement of changes in shareholder’s equity for 2011
161
4.1.5
Statement of changes in shareholder’s equity for 2010
162
4.1.6
Cash flow statement
163
4.1.7
Covering balance sheet losses for the fiscal year
164
4.1.8
Accounting policies and notes to the financial
non-consolidated statements
164
4.1.9
Statement of the Management
221
4.1.10 Independent Auditor’s Report
222
4.2
Audited consolidated financial statements of the Laško Group
224
4.2.1
Consolidated Statement of the Financial Position
4.2.2 Consolidated income statement
227
4.2.3
229
4.2.4 Consolidated statement of changes in owner’s equity for 2011
230
4.2.5
232
4.2.6 Consolidated statement of cash flows
4.2.7
Consolidated statement of comprehensive income Consolidated statement of changes in owner’s equity for 2010
225
234
Accounting policies and notes to the financial consolidated statements
235
4.2.8 Statement of the Management
306
4.2.9 Independent Auditor’s Report
308
ANNUAL REPORT 2011
4.1
LAŠKO GROUP
3
LAŠKO GROUP
ANNUAL REPORT 2011
1. INTRODUCTION
1.
4
INTRODUCTION
The sale of the company Fructal was implemented in 2011 in an effort to stabilize the
ANNUAL REPORT 2011
Statement by the Chairman of the Management Board
1. INTRODUCTION
1.1
good EUR 50 million.
Dear Shareholders, valued Business Partners and Colleagues,
LAŠKO GROUP
financial situation of the Laško Group, enabling us to reduce the debt burden by a
The year 2011 presented many turning points for Pivovarna Laško and the Laško Group After years of stagnation, the Group finally achieved a significant growth in product sales, primarily in foreign markets, which clearly shows that the business strategy boldly set a year ago is correct and feasible. The sale of the company Fructal was implemented in 2011 in an effort to stabilize the financial situation of the Laško Group, enabling us to reduce the debt burden by a good EUR 50 million. The key tasks of the Management Board of Pivovarna Laško in 2011 were again aimed at negotiating the rescheduling of financial obligations with banks, activities related to the disinvestment of assets that do not represent our core business and the implementation of the growth strategy for the sale of products in foreign markets for our products are domestic market leaders in all segments and increased investment in sales and market shares would not have the effects that would justify the investment. In 2011 the Laško Group attempted to sell its business stake in Mercator, first independently and then as a member of a consortium for the divestment of a majority stake however due to the differing interest of the decision-makers, the sale was not realised. Thus, the business results of Pivovarna Laško were again significantly affected by the high level of indebtedness and the fact that we have not yet achieved an agreement regarding the long-term rescheduling of debts with creditor banks in 2011. The Management Board successfully managed the difficult financial situation and ensured the liquidity of the companies in the Group irrespective of the fact that we had to repay interest on loans in the amount of EUR 23.1 million in 2011.
OPERATIONS IN 2011 MARKED BY SALES GROWTH
The parent company Pivovarna Laško generated EUR 94.3 million in net sales revenues, EUR 10.7 million in operating profit and a net loss of EUR 15.5 million. Pivovarna Laško sold 976 thousand hectolitres of beverages in 2011.
5
The Laško Group sold 4.4 million hectolitres of beverages in 2011 and generated EUR 323.4 million in net sales revenues, representing a 5.5% increase over the previous year while operating revenues amounted to EUR 321.9 million and had increased by 0.6%. Operating profit with amortisation for the Group amounted to EUR 23.4 million in 2011.
1. INTRODUCTION
The Laško Group generated 84.0% of its net sales revenues from sales of products and services on the domestic market and 16.0% on foreign markets in 2011. The sale of beer represents the greatest share in the sales structure with 44.9%, followed by mineral and spring waters with a 24.9% percent share. Nonalcoholic beverages and other beverages represented a 30.2% share of total sales.
SHARE OF SALES ON FOREIGN MARKETS INCREASED
ANNUAL REPORT 2011
The business strategy to increase sales in foreign markets has proved to be a good one. While the overall beverage market in Slovenia is stagnating and investments to increase sales would be economically unjustified, in 2011 we managed to significantly increase sales of products and strengthen the market position of key brands in key foreign markets in the region. Product sales increased the most in the markets in Italy and Croatia.
LAŠKO GROUP
INTO 2012 WITH NEW PRODUCTS AND A FOCUS ON FOREIGN MARKETS
The year 2012 will be the one in which the Laško Group has prepared business plans without the company Fructal, since the sale of the aforementioned company was concluded in late 2011. The basis of planning the business results of the Laško Group companies in 2012 comprises the growth strategy adopted by the Group in September 2010 for the period until 2014. Basic assumptions of the Group’s Growth Strategies up to 2014
6
are the reorganisation of the Group into a contractual group, disposal of unnecessary assets and property and the reprogramming of loans. The Group is planning total beverage sales of 4.1 million hectolitres in 2012 with 57% comprising sales of beer, 29% sales of mineral, spring and water with additives and 14% sales of remaining non-alcoholic and other beverages. We are planning even more intensive growth (30%) on the most important export markets and the consolidation of the positions of the brands of the Group. We plan to achieve this through additional exploitation of the synergies of a joint presence of all the Group companies in major markets achieved in 2011, expansion of flavours and packaging under brand names in innovative segments and segments with growth potential, and introduction of new products and flavours, with an emphasis on providing quality products and optimizing the brand portfolio. The Laško Group will, despite the uncertain economic climate and uncertainty regarding the disposal of investments and the possibility of paying its obligations, attempt to further streamline operations, optimize costs and manage financial and other risks in order to realise the objectives of the Business Plan for 2012.
Dušan Zorko, MSc Chairman of the Management Board of Pivovarna Laško, d. d.
The Supervisory Board assesses that the operations of Pivovarna Laško, d. d. and the
ANNUAL REPORT 2011
Report of the Supervisory Board on verification of the Annual Report
1. INTRODUCTION
1.2
expectations based on the general deterioration of the economic situation and changed financing conditions. COMPOSITION OF THE SUPERVISORY BOARD
LAŠKO GROUP
Laško Group and the work of the Management Board in 2011 were in accordance with
The Supervisory Board of the Company operated under the following composition in the 2011 fiscal year:
7 Capital representatives
Marjan Mačkošek, Chairman (mandate expired on 31 March 2011) Peter Groznik, DSc Vladimir Malenković, DSc (Chairman as of 29 April 2011) Borut Bratina, DSc (mandate commenced on 24 June 2011) Borut Jamnik (mandate commenced on 24 June 2011) Employee representatives
Andrej Kebe, Deputy Chairman (mandate expired on 1 April 2011) Bojan Košak (mandate expired on 6 April 2011) Bojan Cizej (mandate commenced on 6 April 2011, Deputy Chairman as of 13 April 2011) Dragica Čepin, MSc (mandate commenced on 4 August 2011) As of 8 April 2011, the Supervisory Board operates under the following composition: Vladimir Malenković (Chairman, capital representative) Bojan Cizej (Deputy Chairman, employee representative), Peter Groznik, DSc (member, capital representative), Dragica Čepin (member, employee representative), Borut Bratina (member, capital representative), Borut Jamnik (member, capital representative). COMPOSITION OF THE SUPERVISORY BOARD COMMITTEES
The Audit and Human Resources Committees operated within the scope of the Supervisory Board in 2011 under the following compositions:
Audit committee
Peter Groznik, DSc, Chairman Bojan Košak, member (mandate expired on 13 April 2011) Bojan Cizej, member (mandate commenced on 13 April 2011) Marko Koleša, external member (mandate expired on 20 October 2011)
1. INTRODUCTION
Igor Teslić, external member (mandate commenced on 21 October 2011) As of 21 October 2011, the Audit Committee operates under the following composition: Dr. Peter Groznik, DSc, Chairman and Bojan Cizej and Igor Teslić, members. Human resources committee
Borut Jamnik, Chairman Borut Bratina, DSc, member
ANNUAL REPORT 2011
Dragica Čepin, MSc, member The Supervisory Board appointed the Human Resources Committee in the aforementioned composition on 21 October 2011. OPERATIONS OF THE SUPERVISORY BOARD
The operations of Pivovarna Laško, d. d. were supervised by the Supervisory Board of the Company in
LAŠKO GROUP
accordance with statutory provisions and the Statute of the Company which met at 17 regular sessions and 3 regular sessions. Throughout the period of 2011, the Supervisory Board concurrently reviewed the work of the Management Board. The Supervisory Board paid special attention to the liquidity situation of Pivovarna Laško, d. d. and the companies in the Laško Group, divestment of investments of the Laško Group, activities connected to the
8
rescheduling of financial liabilities of Pivovarna, d. d. and the companies of the Laško Group, cost management, relevant legal issues and verification of the achievement of business results. Due to the situation experienced by the companies, the Supervisory Board continued to work on the majority of the aforementioned topics which were also regular items on the agendas of meetings of the Supervisory Board. Significant resolutions of the supervisory board In addition to the above, the Supervisory Board also treated other current matters and adopted the key resolutions that follow: • The Supervisory Board confirmed and adopted the Audited Annual Report of Pivovarna Laško, d. d. and the Laško Group for 2010. • The Supervisory Board appointed Mirjam Hočevar as member of the Management Board of the Company, responsible for finance as of 1 April 2011. • The Supervisory Board elected Vladimir Malenković, DSc as Chairman of the Supervisory Board as of 29 April 2011. • The Supervisory Board voted for the conclusion of an agreement on the joint sale of shares of Mercator, d. d. which the companies of the Laško Group signed on 8 June 2011. • The Supervisory Board agreed with the Management Board’s proposal that an extraordinary General Meeting of Shareholders of the Company be convened on 30 July 2011 due to the acquisition of consent of the General Meeting for a transaction for which the Management Board of the Company required its consent in accordance with Article 47 of the Takeovers Act. • The Supervisory Board, at the proposal of the Chairman of the Management Board Dušan Zorko, MSc appointed Marjeta Zevnik as member of the Management Board of Pivovarna Laško, d. d., responsible for legal, human resources and general affairs for a mandate spanning from 5 August 2011 to 30 August 2015 and Matej Oset as member of the Management Board, responsible for the production and technical sector for a mandate spanning from 5 August 2011 to 30 August 2015.
• The Supervisory Board confirmed and adopted the Semi-Annual Report of Pivovarna Laško, d. d. and the Laško Group for 2011. • The Supervisory Board appointed a three-member Human Resources Committee on 21 October 2011 which operates under the following composition: Borut Jamnik, Chairman, Borut Bratina, DSc, member and Dragica Čepin, MSc, member. material costs and costs of services in the companies of the Laško Group. • The Supervisory Board was acquainted with the Business Plan of the Laško Group and Pivovarna Laško, d. d. for the 2012 fiscal year. OPERATIONS OF THE AUDIT COMMITTEE
The Audit Committee met for three sessions in 2011. The Committee at its session on 28 February 2011 was acquainted with the unaudited, unconsolidated financial statements of Pivovarna Laško, d. d. for 2010.
1. INTRODUCTION
• The Supervisory Board was acquainted with the systems of fluctuation, management and reduction of
the auditing firm Deloitte Revizija d.o.o. at its session on 31 March 2011. The Audit Committee also reviewed the Audited Annual Report for 2010 and proposed that remuneration of members of supervisory boards in the companies of the Laško Group be standardised. The Audit Committee reviewed the investment in Birra Pija at its session on 24 November 2011. It also adopted a decision at the same session to review all larger transactions of the Group (over EUR 100,000) and analyse the disinvestment processes. OPERATIONS OF THE HUMAN RESOURCES COMMITTEE
The Human Resources Committee met for three sessions in 2011. At its session on 21 November 2011, the Human Resources Committee reviewed the employment and individual contracts of members of the Management Board and treated the proposal to amend the management of companies in the Laško Group. VERIFICATION OF THE ANNUAL REPORT
The Supervisory Board reviewed the Audited Annual Report of Pivovarna Laško, d. d. and the Laško Group for 2011 at its supervisory board session on 21 May 2012. The Annual Report was audited by the auditing firm Deloitte Revizija d.o.o., Ljubljana. The auditing firm issued its positive opinion of the Annual Report with notes on 6 April 2011. The Supervisory Board found no objections to the auditor’s report and approved it. The Supervisory Board had no objections to the Annual Report of Pivovarna Laško, d. d. and the Pivovarna Laško Group for 2011 and unanimously confirmed it at its session on 21 May 2012. PROPOSAL FOR THE COVERAGE OF LOSS
In addition to confirming the Audited Annual Report of Pivovarna Laško, d. d. and the Laško Group for 2011, the Supervisory Board also confirmed the proposal of the Management Board for the coverage of loss of 2011. The proposal of the Management Board regarding the coverage of loss is as follows: “The Management Board recommends to the Supervisory Board and General Meeting that net loss for 2011 in the amount of EUR 15,528,268 be covered through other profit reserves and capital reserves.” The Supervisory Board reviewed the proposal of the Management Board regarding the coverage of loss, giving it its consent.
LAŠKO GROUP
submitted at the session. The Audit Committee was acquainted with the Independent Auditor’s Report of
ANNUAL REPORT 2011
A summary of visits by individual companies of the Laško Group, performed by the Audit Committee was
9
The Supervisory Board assesses that the operations of Pivovarna Laško, d. d. and the Laško Group and the work of the Management Board in 2011 were in accordance with expectations based on the general deterioration of the economic situation and changed financing conditions. The Supervisory Board has drawn up this report for the General Meeting of Shareholders of the Company
LAŠKO GROUP
ANNUAL REPORT 2011
1. INTRODUCTION
in accordance with Article 282 of the Companies Act (ZGD-1).
10
Laško, on 21 May 2012
Chairman of the Supervisory Board: Vladimir Malenković, DSc
1.3
The Laško Group managed to reduce its number of employees by 2.5% in accordance
ANNUAL REPORT 2011
1. INTRODUCTION
Significant business achievements of the Laško Group
strategy in 2012, we plan to maintain market shares of sales in the Slovenian market and achieve a bold 30 percent growth in foreign markets. The share of exports in the total sales structure of beverages increased by 3 percentage points.
11
Sales revenues and operating profit with amortisation (EBITDA)
450.0 Net sales revenues
in EUR mil.
360.0
327.0
306.4
323.4 EBITDA - normalized
270.0 180.0 58.3
38.9
47.5
90.0 0.0 2009
2010
LAŠKO GROUP
with the multi-annual restrictive employment policy of the Group. In line with the
2011
Sales revenues increased by 5.5% in 2011, while operating profit with amortisation (EBITDA) increased by 22.1%. Net sales revenues are shown throughout the Business unless expressly stated otherwise, while only revenues from retained operations are shown in the consolidated income statement. Normalized EBIT is calculated from operating profit, which is increased or reduced by the impact of oneoff events, such as: the revaluation of real estate and investment property and the formation of revaluation adjustments to receivables. Normalized EBITDA is the sum of normalized EBIT and depreciation.
Normalized net profit in addition to the above listed adjustments adjustment is additionally adjusted for the impairment of investments accrued deferred tax receivables under this heading.
1. INTRODUCTION
Return on assets (ROA) and Return on equity (ROE)
12.0 Return on equity (ROE)
in %
9.0
6.0 2.4
3.0
ANNUAL REPORT 2011 LAĹ KO GROUP
12
Return on assets (ROA)
7.4
2.9
2.9
0.7
0.6
0.0 2009
2010
2011
Key data on operations of the LaĹĄko Group
( in EUR )
2009 2010 2011
Net sales revenues
327,026,846
306,418,155
323,412,454
Net profit
-162,099,646
-25,818,805
-27,506,298
Net proft - normalised
17,862,773
4,455,000
3,962,000
Net cash flows1
45,862,955
28,896,457
28,068,978
EBIT
-5,229,918 -9,886,015 9,887,269
EBIT - normalized
30,263,656
EBITDA
22,770,264 14,555,442 29,473,247
EBITDA - normalized Long-term assets
14,484,000
23,419,000
58,263,838
38,925,457
47,525,978
564,998,357
265,643,825
321,093,374
371,207,876
248,589,915
Short-term assets
116,797,789
Equity
162,594,380 131,889,003 125,473,457
Long-term liabilities
136,988,946
89,069,856
47,605,283
Short-term liabilities
382,212,820
415,892,842
396,604,549
1
Normalised net profit with amortisation
(In 2011 normalized depreciation is reflected in the net cash flow1 and in EBITDA - normalized.)
Indicators
5.5 %
1.5 %
1.2 %
9.3 %
4.7 %
7.2 % 14.7 %
17.8 %
12.7 %
Return on equity (ROE)2
EBITDA share in sales revenues
7.4 %
2.9 %
2.9 %
Return on assets (ROA)
2.4 %
0.7 %
0.6 %
Liabilities / equity
3.193
3.829
3.536
3
Normalized net profit / average balance of equity in the period
2
Normalized net profit / average balance of assets in the period
3
Number of employees
( as at 31 Dec )
In the Group, without Delo, d. d., Ljubljana In Delo, d. d., Ljubljana Total
2009 2010 2011
1,462
1,422
1,392
469
445
428
1,931 1,867 1,820
The number of employees in the company Delo, d. d., Ljubljana is displayed separately as Delo, d. d. does
ANNUAL REPORT 2011
Normalized net profit from revenes prodaje EBIT share in sales revenues
1. INTRODUCTION
2009 2010 2011
LAŠKO GROUP
not fall under the same activity as the other companies in the Laško Group. Employees of the Fructal Group are also included in the total employee figure for 2011 regardless of the fact that as of 12 December 2011, the Fructal Group is no longer a part of the Union Group, or subsequently the Laško Group.
Share of exports in total sales of beverages of theLaško Group
( in hl )
Total sale of beverages Exports Share (in %)
2009 2010 2011
4,552,891
4,225,503
4,400,717
983,381 938,089 1,124,111 21.6
22.2
25.5
13
Plans for 2012
Overall sale of all beverages of the Group and plans for the upcoming year
Juices, syrups
2.000.000
in hectolitres
1. INTRODUCTION
2.500.000
Water Beer
1.500.000
Other alcohol
1.000.000 5000.000
LAŠKO GROUP
ANNUAL REPORT 2011
0
14
2010
2011
( in hl )
Plans 2012
2010
2011 Plans 2012
Juices, syrups
1,317,025
Water
1,054,352 1,098,181 1,181,113
Beer
1,845,989 1,974,735 2,341,709
Other alcohol
1,318,659
8,137
9,142
557,380
2,427
Total
4,225,503 4,400,717 4,082,629
Total sales without Frucal and Fruktal Mak
3,443,924
3,651,979
4,082,629
( in % )
2010
2011 Plans 2012
Juices, syrups
31.2
30.0
Water
24.9 24.9 28.9
Beer
43.7 44.9 57.4
Other alcohol Total
0.2
0.2
13.6
0.1
100.0 100.0 100.0
The Laško Group is planning the sale of 4,083 million hectolitres of all types of beverages in 2012, reflecting an 11.8% increase over sales in 2011 if the sales of the companies Fructal, d. d., Ajdovščina and Fuktal Mak, a. d., Skopje for 2011 are omitted. The plan the Group has set is an optimistic one because it is planning increase sales on foreign markets. In line with the strategy in 2012, the Group plans to maintain its market shares in the Slovenian market and realise a bold 30% growth in foreign markets.
We successfully implement the adopted sales strategy in foreign markets. In 2011,
ANNUAL REPORT 2011
Significant business achievements of Pivovarna Laško, d. d.
1. INTRODUCTION
1.4
the share of exports in total sales volume reached 27.5 percent and is 2 percentage LAŠKO GROUP
points higher than the previous year.
Sales revenues and operating profit with amortisation (EBITDA)
15 130.0
in mio. EUR
104.0
99.7
91.3
Net sales revenues
94.3
EBITDA - normalized
78.0 52.0 26.0
26.0
18.2
16.6
0 2009
2010
2011
Sales revenues increased by 3.3% in 2011 in comparison to the previous year, while operating profit with amortisation (EBITDA) decreased by 9.2%. Normalized EBIT, EBITA and net profit are calculated in the same way as the data on the Laško Group on pages 11 and 12 of this Report.
Return on assets (ROA) and Return on equity (ROE)
9.0 Return on equity (ROE)
+5.2
in %
+1.9
3.0
+1.9 +0.6
-0.4 2009
2010
-0.1
2011
-3.0
Normalised net profit and market capitalization
20.0
10.0
1.000 +9.0
+2.4
800 600
-0.0 -0.5
400
237 -10.0
140
96
200
Net profit/Net loss Market capitalization in EUR mil.
16
Return on assets (ROA)
0.0
Norm. net profit/net loss in EUR mil.
LAĹ KO GROUP
ANNUAL REPORT 2011
1. INTRODUCTION
6.0
Market capitalization at the end of the period
0
-20.0 2009
2010
2011
Key data on operations of Pivovarna LaĹĄko, d. d. ( in EUR )
2009 2010 2011
Net sales revenues
99,662,537
91,287,653
94,314,248
Net profit/loss
-44,973,818
-6,292,260
-15,528,268
8,973,079
2,439,500
-516,176
Net profit - normalized Net cash flow
15,881,650 9,435,574 5,778,254
EBIT
16,898,111 11,223,795 10,719,167
EBIT - normalized
19,054,490
EBITDA
23,806,682 18,219,869 17,013,597
1
EBITDA - normalized Long-term assets Short-term assets Equity
11,223,795
10,257,235
25,963,061
18,219,869
16,551,665
398,843,120
294,360,182
320,277,999
27,948,962
121,497,098
85,209,333
129,302,643 124,168,015 109,365,419
Long-term liabilities
58,652,057
48,572,620
26,710,750
Short-term liabilities
238,837,382
243,116,645
269,411,163
Normalized net profit including depreciation
1
Indicators 2009 2010 2011
Net profit or loss from sales revenues
9.0 %
2.7 %
-0.5 %
Normalised EBIT share in sales revenues
19.1 %
12.3 %
10.9 %
Normalised EBIDTA share in sales revenues
26.1 %
20.0 %
17.5 %
Return on equity (ROE)2
5.2 %
1.9 %
-0.4 %
Return on assets (ROA)3
1.9 %
0.6 %
-0.1 %
Liabilities / equity
2.301
2.349
2.708
Normalized net profit / average balance of equity in the period Normalized net proit / average balance of assets in the period
2 3
1. INTRODUCTION
2009 2010 2011
Employees as at 31 Dec
321
318
329
Average number of employees
324
324
326
ANNUAL REPORT 2011
Number of employees
( in hl )
Sales of all beverages
2009 2010 2011
1,011,539
Exports
968,697
975,838
213,226 250,371 268,631
Share (in %)
21.1
25.8
27.5
Market share of beer sales on the Slovenian market
( in % )
2009 2010 2011
Pivovarna Laško
45.1
42.3
40.6
Pivovarna Union, brands
34.2
35.9
39.4
5.5
6.4
6.9
15.2
15.4
13.1
Pivovarna Union, private labels Imported beer Total
100.0 100.0 100.0
Data regarding PILR shares
Total number of issued shares
2009 2010 2011
8,747,652
8,747,652
8,747,652
-5.14
-0.72
-1.78
Net profit / loss per share (in EUR) Dividend per share (in EUR)
/
/
/
27.15
15.99
11.02
Avg. Price per share / net profit or loss per share
-5.28
-22.21
-6.19
Book value per share on 31 Dec (in EUR)4
14.78
14.19
12.50
Market value per share on 31 Dec (in EUR)
Avg. price per share / book value per share Market capitalization in EUR (31 Dec) 4
Equity on 31 Dec / total number of shares
1.84
1.13
0.88
237,498,752
139,874,955
96,399,125
LAŠKO GROUP
Share of exports in total sales of beverages of Pivovarna Laško, d. d.
17
• THE GOLDEN WHEAT EAR HAS ALWAYS SYMBOLIZED PROSPERITY FOR MAN. AT PIVOVARNA LAŠKO WE TAKE CARE TO SELECT THE FINEST GRAINS AND CAPTURE SOME OF THE SYMBOLISM IN OUR GOLDEN HUED DRINKS. •
We are realising our mission by creating brand names with added value for our cu-
ANNUAL REPORT 2011
Vision, mission, values and strategic objectives
1. INTRODUCTION
1.5
with which we strive to attain superior results.
Vision
LAĹ KO GROUP
stomers and shareholders and responsible and environmentall-friendly operations
To become the leader in the production and sales of beverages. To strengthen the reputation and recognition of individual recognised brands on both domestic and foreign markets and increase market shares on individual markets. Mission
We create brands with added value for our customers and shareholders. With responsible and environmentally-friendly operations we strive to achieve superior results in a better world. Values
Knowledge, enterprise, partnerships, responsibility and appreciation. It is on the basis of these values that we realise our objectives through well-conceived strategies in the areas of marketing and development of offers, organisation, human resources management, technological development, financial resources management and a positive attitude to the wider social community. Strategic objectives
The production and sale of innovative and trendy products, maintenance of the market positions of own brand names on the domestic market, and recovery and expansion of previously achieved positions on foreign markets. We will achieve planned cost effectiveness through professionally qualified employees acting as teams and in accordance with the policies of the LaĹĄko Group.
19
LAŠKO GROUP
ANNUAL REPORT 2011
1. INTRODUCTION
LAŠKO GROUP
20
PIVOVARNA LAŠKO, d. d.
Presentation
Production of beer,
Production of beer,
mineral, spring and naturalwaters,
natural waters,
waters, non-alcoholic beverages and
non-alcoholic beverages and
syrups for the production of beverages,
other alcoholic beverages.
other alcoholic beverages,
newspaper and publishing activities,
retail and
wholesale services and other postal
and courier activities.
Pivovarna Laško, d. d.
Composition
Radenska, d. d., Radenci including the subsidiary company
Pivovarna Union, d. d., Ljubljana
Jadranska pivovara – Split, d. d.
Vital Mestinje, d. o. o.
Delo, d. d., Ljubljana including the subsidiary companies
Laško Grupa, d. o. o. Sarajevo
Firma Del, d. o. o., Laško
Laško Grupa, d. o. o., Zagreb
The Laško Group brings together producers of beer, mineral, spring and natural waters, non-alcoholic beverages, spirits and other alcoholic beverages and syrups for making beverages. It is also involved in newspaper and publishing activities, reta-
ANNUAL REPORT 2011
Presentation of the Laško Group
1. INTRODUCTION
1.6
Equity ownership structure as at 31 December 2011: Parent company
• PIVOVARNA LAŠKO, d. d., Slovenia Associated companies
• RADENSKA, d. d., Radenci, Slovenia 81.96% ownership stake (An explanation of the ownership stakes and voting rights is given on page 58 of this Report.) • PIVOVARNA UNION, d. d., Ljubljana, Slovenia 97.895% ownership stake • JADRANSKA PIVOVARA – Split, d. d., Croatia 99.459% ownership stake • VITAL MESTINJE, d. o. o., Slovenia 96.92% business share • DELO, d. d., Ljubljana, Slovenia 100% ownership stake – of which 80.834% is owned by Pivovarna Laško, d. d. and 19.166% by Radenska, d. d. • LAŠKO GRUPA, d. o. o., Sarajevo, Bosnia and Herzegovina 100% ownership stake – of which 69.23% is owned by Pivovarna Laško, d. d., 1.97% by Radenska, d. d.,
11.48% by Pivovarna Union, d. d., Ljubljana and 17.32% by Fructal d. d.
LAŠKO GROUP
il and wholesale trade activities and postal and courier activities.
21
• FIRMA DEL, d. o. o., Laško, Slovenia 100% business share • LAŠKO GRUPA, d. o. o., Zagreb, Croatia
ANNUAL REPORT 2011
1. INTRODUCTION
100% business share Pivovarna Laško, d. d. draws up the consolidated annual report for the parent company and for the subsidiaries in the Laško Group. Due to their material irrelevance, the following companies are not included in the consolidation: Firma Del, d. o. o., Laško, Laško Grupa, d. o. o., Sarajevo, Radenska Miral, d. o. o., Radenci, Radenska, d. o. o., Zagreb and Radenska, d. o. o., Belgrade (More information is given in the note on subsidiaries on page 101 of this Report). Subsuduary companies
• BIRRA PEJA, Sh. a., Peć, Kosovo 39.55% ownership stake • THERMANA, d. d., Laško, Slovenia 20.63% ownership stake
LAŠKO GROUP
• SLOPAK, d. o. o., Ljubljana, Slovenia 29.22% business share Pivovarna Union, d. d. was the 93.73% owner of the company Fructal, d. d., which was the 83.39% owner of the company Fruktal Mak, a. d., Skopje until 16 December 2011. On 16 December 2011, the company Nectar, d. o. o. from Bačka Palanka became the new owner of Fructal, d. d. in the same proportion.
22 As of 18 January 2012, a part of the previously associated company Birra Peja, Kosovo became a part of the Laško Group, for Pivovarna Union, d. d. had become the 57.63% owner of the aforementioned company.
(Note on ownership and voting rights in Radenska on page 58 of this Annual Report.)
RADENSKA MIRAL, d. o. o., Radenci Busin. share: 100 % Radenska Busin. share in Laško Grupa Sarajevo 1,97 %
Radenska Ownership in Delo 19,166 % No. of sh.: 127.928
LAŠKO GROUP
ANNUAL REPORT 2011
Busin. share: 100 %
FIRMA DEL, d. o. o., Laško
Subsidiary company
1. INTRODUCTION
(Procedures for the divestment of a business stake of Fructal in Laško Grupa Sarajevo to the companies in the Laško Group are underway.)
Fructal Busin. share in Laško Grupa Sarajevo 17,32 %
Pivovarna Union Busin. share in Laško Grupa Sarajevo 11,48 %
Pivovarna Laško Busin. share in Laško Grupa Sarajevo 69,23 %
Pivovarna Laško Ownership in Delo 80,834 % No. of sh.: 539.536
Subsidiary of Delo: IZBERI, d. o. o., Ljubljana Busin. share: 100 %
Busin. share: 100 %
Ownership: 100 % No. of sh.: 667.464
Busin. share: 96,92 %
Ownership: 99,459 % No. of sh.: 5.396.852
Ownership: 97,895 % No. of sh.: 441.617
Ownership: 81,96 % No. of sh.: 4.148.703
LAŠKO GRUPA, d.o.o., Sarajevo
DELO, d. d., Ljubljana
VITAL, d. o. o., Mestinje
JADRANSKA PIVOVARA - Split, d. d.
PIVOVARNA UNION, d. d., Ljubljana
RADENSKA, d. d., Radenci
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Parent company
PIVOVARNA LAŠKO, d. d.
on 31 december 2011
LAŠKO GROUP
23
Busin. share: 100 %
LAŠKO GRUPA, d.o.o., Zagreb
Subsidiary company
ANNUAL REPORT 2011
1. INTRODUCTION
1.7 Presentation of the parent company Pivovarna Laško, d. d.
The historical beginnings of Pivovarna Laško reach back to 1825, when the mead and
LAŠKO GROUP
gingerbread maker Franz Geyer set up a brewery in the former Valvasor Hospital. The building which still exists today is now the location of the Savinja Hotel. One hundred and eighty-six years has passed since then, with Pivovarna Laško growing from a local brewery to the leading producer of beer and together with the other companies in the Group, into the leading producer of mineral and natural waters, non-alcoholic beverages and other beverages on the Slovene market.
24 1.7.1 COMPANY PROFILE PIVOVARNA LAŠKO, d. d., Trubarjeva 28, 3270 Laško, was entered into the register of companies under registration no. 1/00171/00, at the District Court of Celje, under the court decision no. SRG 95/00673 of September 1995.
Abbreviated company name:
PIVOVARNA LAŠKO, d. d.
Organisation type:
public limited company
Share capital:
EUR 36,503,305
Number of shares issued:
8,747,652 no par-value shares
Listing of shares:
Ljubljana Stock Exchange, stock exchange listing of regular
shares Ticker symbol:
PILR
Company registration number:
5049318
Tax Identification Number:
SI90355580
Activity code:
11.050
Type of business and principal activity: PRODUCTION OF BEER
Management Board:
Dušan Zorko, MSc, Chairman of the Management Board
Marjeta Zevnik
Mirjam Hočevar
Gorazd Lukman
Matej Oset
Chairman of the Supervisory Board: Vladimir Malenković, Dsc
1. INTRODUCTION
Five-member
IBAN SI56 2430 0900 0054 863
Nova Kreditna banka Maribor, d. d.
IBAN SI56 0451 5000 0909 883
Nova Ljubljanska banka, d. d., Ljubljana
IBAN SI56 0223 2002 0104 463
Abanka Vipa, d. d.
IBAN SI56 0510 0801 2922 332
Unicredit banka Slovenije, d. d.
IBAN SI56 2900 0000 1820 159
Hypo Alpe-Adria-Bank, d. d.
IBAN SI56 3300 0000 2722 975
Banka Sparkasse, d. d.
IBAN SI56 3400 0100 1922 773
Banka Celje, d. d., Bančna skupina Celje
IBAN SI56 0600 0000 1199 122
Probanka, d. d.
IBAN SI56 2510 0970 0565 280
LAŠKO GROUP
Raiffeisen Krekova banka, d. d.
ANNUAL REPORT 2011
TRANSACTION ACCOUNTS:
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Telephone: +386 3 734 80 00 Fax: +386 3 573 18 17 Website: info@pivo-Laško.si Website: http://www.pivo-Laško.si
ANNUAL REPORT 2011
1. INTRODUCTION
1.8 Significant events in 2011
The companies in the Laško Group concluded an agreement on the joint sale of sha-
LAŠKO GROUP
res of the company Mercator, d. d. with the companies Nova Ljubljanska banka, d. d.,
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Abanka Vipa, d. d., NFD Holding, d. d., NFD 1 Delniški investicijski sklad, d. d., Gorenjska banka, d. d., Nova kreditna banka Maribor, d. d., Hypo Alpe-Adria-bank, d. d. and Banka Celje, d. d. on 15 June 2011.
1.8.1 SIGNIFICANT BUSINESS EVENTS IN PIVOVARNA LAŠKO, D. D. Validity of resolutions of the 15 th Regular General Meeting of Shareholders
The PanSlovenian Shareholders’ Association (PSSA) filed a lawsuit on 1 October 2009 at the District Court in Celje due to the establishment of invalidity and subordination due to the challenging of the decisions of the 15th General Meeting of Shareholders held on 31 August 2009. The court rejected the demands of the suing part in their entirety through its judgement of 1 February 2011. The suing party PSSA filed an appeal against the aforementioned judgement on 1 March 2011 which the Higher Court in Celje rejected in its decision of 17 November 2011 thereby confirming the decision of the court of first instance. As of the day of issue of the decision of the Higher Court, the economic dispute was concluded in its finality. Lawsuit of Perutnine Ptuj d.d. against Pivovarna Laško, d. d. based on a comfort letter
Pivovarna Laško, d. d. was handed a lawsuit on 15 February 2011 by the District Court in Celje in which the plaintiff Perutrnina Ptuj, d. d. was demanding payment of EUR 10,116,488.71 with pp from the defendant Pivovarna Laško, d. d. The plaintiff indicated in the lawsuit that it had suffered damages in the denoted amount since the defendant had failed to fulfil in full the obligations stemming from the comfort letter of 10 January 2009 which the previous director of Pivovarna Laško, d. d. Boško Šrot had signed on behalf of the defendant. Pivovarna Laško, d. d. finds the claim of the plaintiff to be unjustified as it also asserted in its appeal. The court of first instance has not yet made a judgement regarding the matter. Changes in the composition of the Management Board
Based on his resignation statement of 14 March 2011, the mandate of the Supervisory Board member responsible for finance Robert Šegi ended on 31 March 2011. Mirjam Hočevar was appointed the new member to the Supervisory Board responsible for finance as of 1 April 2011 for a mandate period until 30 August 2015 based on the recommendation of the Chairman of the Management Board Dušan Zorko, MSc at the session on 31 March 2011.
The Supervisory Board of Pivovarna Laško, d. d., upon the recommendation of the Chairman of the Management Board Dušan Zorko, MSc appointed the additional members of the Management Board on 5 August 2011, namely: The appointment of additional members to the Management Board is based on an amendment of the Statue approved at the 17th regular General Meeting of Shareholders on 24 June 2011, which now
Changes in the composition of the Supervisory Board
Based on the resignation statement submitted by the Chairman of the Supervisory Board Marjan Mačkošek at the regular session of the Supervisory Board on 31 March 2011, Mr. Marjan Mačkošek’s mandate as Chairman and member of the Supervisory Board ended on the said date. The Supervisory Board of the Company appointed Dr. Valdimir Malenković as Chairman of the Supervisory Board at its regular session on 29 April 2011.
1. INTRODUCTION
enables the appointment of a maximum five-member Management Board.
and elected Bojan Cizej as the new member of the Supervisory Board and employee representative and appointed him Deputy Chairman of the Supervisory Board of the Company on the same day. The Worker’s Council of Pivovarna Laško, d. d. elected Dragica Čepin as member of the Supervisory Board and employee representative on 3 August 2011, whose mandate commenced on 4 August 2011. The General Meeting of the Company elected the Capital representatives Borut Jamnik and Borut Bratina as members of the Supervisory Board on 24 June 2011, whose mandates will run from the day of appointment until 31 August 2013.
LAŠKO GROUP
Worker’s Council recalled Bojan Košak as member of the Supervisory Board and employee representative
ANNUAL REPORT 2011
The mandate of member of the Management Board and employee representative Andrej Kebet ended on 1 April 2011, the same day he submitted his resignation. At the same session, namely on 6 April 2011, the
As of 8 April 2011, the Supervisory Board operates under the following composition: Dr. Vladimir Malenković – Chairman, Bojan Cizej – Deputy Chairman and Dragica Čepin, Dr. Borut Bratina, Dr. Peter Groznik, DSc and Borut Jamnik – members. Changes to the composition of the Audit Committee of the Supervisory Board
The Supervisory Board of the Company appointed Bojan Cizej as member of the Audit Committee of the Supervisory Board of the Company and Bojan Košak as additional member of the Audit Committee at is session on 13 April 2011. The Supervisory Board of the Company recalled Marko Koleša as member of the Audit Committee of the Supervisory Board of the Company and appointed Bojan Košak as additional member of the Audit Committee at is correspondence session on 20 October 2011. As of 21 October 2011, the Supervisory Board operates under the following composition: Dr. Peter Groznik,, DSc – Chairman and Bojan Cizej and Igor Teslić – members. Establishment of the Human Resources Committee of the Supervisory Board
The Supervisory Board appointed a three-member Human Resources Committee on 21 October 2011 which operates in the following composition: Borut Jamnik – Chairman, Borut Bratina, DSc – member, Dragica Čepin, MSc – member. General Meeting of Shareholders
Two General Meetings of Shareholders of Pivovarna Laško, d. d. were held in 2011, on 24 June 2011 and 30 July 2011. The resolutions adopted at both sessions and other information is available on the website of the Ljubljana Stock Exchange - SEOnet and the Company’s website.
27
Takeover bid of KS Naložbe, d. d.
Pivovarna Laško, d. d. received notification of a takeover from the KS Naložbe, d. d., Dunajska 9, 1000 Ljubljana on 8 July 2011 Pivovarna Laško, d. d. received the takeover bid and brochure for the purchase of shares of Pivovarna Laško, d. d. on 4 August 2011. The takeover bid was valid from 4 August to 30 September 2011.
1. INTRODUCTION
On 6 October 2011 Pivovarna Laško, d. d. received the decision of the Securities Market Agency (SMA) regarding the result of the takeover bid by the acquiring company KS Naložbe, d. d. In its decision, SMA established that the takeover bid had been successful. Two holders of possessed 44 shares of PILR-denoted shares, representing 0.0005% of all shares of the target company, approved the takeover bid. Permission granted for the repayment of loans to NKBM from pledged shares of the company Radenska, d. d., Radenci
Pivovarna Laško, d. Pivovarna Laško, d. d. received a judgment on 22 November 2011 from the District
ANNUAL REPORT 2011
Court in Maribor, whereby the court in the dispute between the plaintiff Nova kreditna bankathe Maribor, d. d. (NKBM) against the defendant Pivovarna Laško, d. d. due to the omission of payment of receivables in the amount of EUR 7,349,552.52 with appertaining value from pledged securities decided to grant authroisation for the execution of the pledged 345,304 shares of Radenska d. d., Radenci labeled RARG to repay the claim in the amount of EUR 7,349,552.25 with the legal default interest.. Defendant Pivovarna Laško, d. d., is obliged to allow the sale of those securities and payment of claims from the proceeds achieved by their sale. The judgment is final. On the basis of the aforementioned judgment, at the proposal of NKBM the District
LAŠKO GROUP
Court in Celje through a writ of execution ordered the enforcement of the pledged shares in the company Radenska d. d., Radenci. The writ of execution is final. Pivovarna Laško, d. d. had pledged the aforementioned securities of the company Radenska, d. d., Radenci to the company NKBM on the basis of a contract on the pledging of dematerialized securities, concluded on 5 June 2009 between the company NKBM as the creditor and the company Center naložbe, d. d., Maribor
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as the debtor and Pivovarna Laško, d. d., as the lienee to secure a loan that the company Center naložbe, d. d. had obtained from NKBM. The previous director of Pivovarna Laško, d. d. Boško Šrot had signed the denoted contract on the pledging of dematerialized securities in the name of the Company. Contract on the temporary sale of shares
Pivovarna Laško, d. d. concluded a contract with Deželna banka Slovenije, d. d. on 30 November 2011 on the temporary sale of securities and pursuant to the contract, temporarily sold the bank 600,000 shares of the company Radenska, d. d., Radenci. As a result of the sale, the ownership stake of Pivovarna Laško, d. d. in Radenska, d. d., Radenci temporarily decreased from 93.81 to 81.96%. This contract regards the redemption right, with voting rights arising from the heading of the ownership of the temporary shares of Pivovarna Laško, d. d., which thus has 93.81% of the voting rights. Takeover intention of the company Mercator, d. d.
Pivovarna Laško, d. d. received notification of a takeover intention on 22 December 2011 by fax and on 23 December 2011 by mail from the company Mercator, d. d. (hereinafter: acquirer) in which it informed the Management Board of Pivovarna Laško, d. d., in accordance with Article 24 of the Takeovers Act (ZPre-1), of its intention to submit a takeover bid for all shares of the issuer Pivovarna Laško, d. d., with the ticker symbols PILR and PILH. The acquirer did not submit a takeover bid within the statutory 30 days following the publication of the takeover intention for it had abandoned the takeover intention on 19 January 2012.
1.8.2 SIGNIFICANT BUSINESS EVENTS IN THE LAŠKO GROUP Filing of an action for damages by the companies of the Laško Group
In accordance with the decision of the 16th regular General Meeting of Shareholders on 16 July 2010, the Management Board of Pivovarna Laško, d. d. filed an action for damages with the District Court in Celje
in the amount of EUR 13,336,488.76 with pp due to damages suffered by the Company due to transactions carried out in 2008 and 2009. The subsidiaries Pivovarna Union, d. d., Radenska, d. d., Radenci, Fructal, d. d. and Delo, d. d. also filed actions for damages on 15 February 2011 with the competent courts against the company Atka-Prima, d. o. o. and Boško Šrot. In the actions for damages, the subsidiaries are demanding reparation in the amount of
1. INTRODUCTION
against the company Atka-Prima, d. o. o. as the former controlling company and former director of Pivovarna Laško, d. d. Boško Šrot. In the action for damages, Pivovarna Laško, d. d. is demanding reparation
the entire scope of damage suffered is not yet known, also due to non-concluded judicial procedures. Procedure for the sale of shares of the company Mercator, d. d.
The sale of the Group’s entire ownership stake, namely 23.34% in the company Mercator, d. d., whose owners are Pivovarna Laško, d. d., (8.43%), Pivovarna Union, d. d., (12.33%) and Radenska, d. d., Radenci (2.57%) (hereinafter: Laško Group) represents one of the measures from the Strategy of the Laško Group until 2014 (hereinafter: Strategy) to resolve the difficult financial position of the companies in the Laško
LAŠKO GROUP
A possibility exists that the companies will file additional lawsuits in the future for damages suffered for
ANNUAL REPORT 2011
EUR 116,689,233.34 with pp due to damages suffered by the subsidiaries due to transactions carried out in 2008 and 2009.
Group. The strategy adopted by the Supervisory Board of Pivovarna Laško, d. d. in September 2010 which envisages the sale of all shares of Mercator, d. d. is in accordance with the common position of the creditor banks on the strategyies of the companies of the Laško Group, as stated in the letter from the creditor banks of 18 August 2010. Based on the adopted Strategy, the Laško Group published a tender in February 2011 for the submission of binding bids for the purchase of 878,840 shares or a 23.34% stake in Mercator d. d., Ljubljana, owned by the companies of the Laško Group. Based on the tender, three binding offers were obtained with the most favourable bid submitted by the company Agrokor, d. d. from Zagreb, which offered to purchase the 23.34% stake in Mercator, owned by the Group companies for the price of EUR 206 per share of Mercator, d. d. During the sales process, a selling price of EUR 221 per share was negotiated. The Consumer Protection Office (CPO) published a decision on 26 April 2011 prohibiting the Central Securities Clearing Corporation (KDD) from executing an order for the transfer of those registered shares of the company Mercator, d. d., with the ticker symbol MELR, whose owners were Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci without the prior consent of the CPO. The companies of the Laško Group lodged an appeal against the decision of the CPO of 26 April 2011 with the Supreme Court of the Republic of Slovenia that same day. The Group also filed a proposal for a temporary order for the postponement of its execution. The Supreme Court adopted a decision on 29 April 2011 that the request for a temporary order was to be rejected. Due to the CPO decision of 26 April 2011 and decision of the Supreme Court of 29 April 2011 due to which the companies of the Laško Group could not dispose of the shares of the company Mercator, d. d., the offer of the company Agrokor, d. d. for the purchase of a 23.34% stake in the company Mercator, d. d. owned by the companies in the Laško Group could not be accepted.
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The companies in the Laško Group concluded an agreement on the joint sale of shares of the company Mercator, d. d. with the companies Nova Ljubljanska banka, d. d., Abanka Vipa, d. d., NFD Holding, d. d., NFD, d. o. o., Gorenjska banka, d. d., Nova kreditna banka Maribor, d. d., Hypo Alpe-Adria-bank, d. d. and Banka Celje, d. d. (hereinafter: sales consortium) on 15 June 2011. Banka Koper, d. d. also entered the agreement in July 2011. The total stake of the sales consortium in Mercator, d. d. now amounted to EUR 52.10%. The
ANNUAL REPORT 2011
1. INTRODUCTION
company ING bank N. V. from London was selected as the financial consultant for the sale of the investment. In October 2011, the financial consultant at ING bank presented the sales consortium with the unbinding offers received, which totalled four, one of them from a strategic bidder. Since November 2011, were held in exclusive negotiations with the sole strategic supplier, the company Agrokor, d. d. from Zagreb, on the basis of the exclusivity agreement, concluded between the consortium of vendors and the company Agrokor, d. d. In December 2011, all sellers, except for NLB d. d. and the Laško Group had confirmed the sales agreement for shares of Poslovni sistem Mercator, d. d. The Supervisory Board of Pivovarna Laško, d. d. gave its consent for the sale of 317,498 shares or an 8.43% stake in the company Poslovni sistem Mercator, d. d. owned by Pivovarna Laško, d. d. and the company Agrokor, d. d. for EUR 221 per share at its session on 27 January 2012, the price of which may be changed
LAŠKO GROUP
as envisaged by the defined mechanism in the sales agreement. Consent for the sale of 464,390 shares or a 12.33% ownership stake in the company Mercator, d. d., owned by Pivovarna Union, d. d., through the company Agrokor, d. d., was given by the General Meeting of Shareholders of Pivovarna Union, d. d. on 31 January 2012. The acquisition of the aforementioned consent for the sales of shares in Mercator, d. d., owned by Agrokor, d. d. was mandatory pursuant to Article 12a of the Statute of the company and in the case of Pivovarna Union, d. d., on the basis of Article 330 of the Companies Act (ZGD-1). The consent of the General
30
Meeting and Supervisory Board of Radenska, d. d., Radenci for the sale of 96,952 shares or a 2.57% ownership stake in Mercator, d. d., owned by Radenska, d. d. was not required. On 7 February 2012 the financial adviser in the sale ING Bank notified the sales consortium that Agrokor d. d. had withdrawn from the sales process. Decision of the Securities Market Agency (SMA)
With the decision of the Securities Market Agency (ATVP) of 9 December 2008 in connection to the judgment of the District Court in Ljubljana of 25 October 2010 and the judgment of the Higher Court in Ljubljana on 19 may 2011, the legal entities Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci were found guilty of committing a misdemeanour in accordance with the first indent of the first paragraph of Article 71 in connection to the fourth paragraph of Article 71 of the Takeovers Act. Pursuant to the fourth paragraph of Article 71 of the Takeovers Act, Pivovarna Laško, d. d. and Pivovarna Union, d. d. were fined EUR 170,000 and Radenska, d. d. EUR 160,000. All legal recourse against the aforementioned decisions were depleted following the rejection of the appeal by the Higher Court in Ljubljana on 19 May 2011. Based on the lodged proposal of the companies Pivovarna Laško, d. d. and Pivovarna Union, d. d., ATVP allowed the fine to be paid through 12 monthly instalments. Changes to the composition of the Management Board of Pivovarna Union, d. d.
The Supervisory Board of Pivovarna Union, d. d. at its regular session on 24 August 2011 and upon the recommendation of the Chairman of the Management Board of Pivovarna Union, d. d. Dušan Zorko, MSc appointed Mirjam Hočevar, responsible for finance and Gorazd Lukman, responsible for sales and commerce as members of the Management Board of Pivovarna Union, d. d. for mandates from 1 September 2011 to 31 Januray 2016.
Appointment of the new director of Radenska, d. d., Radenci
The Supervisory Board of Radenska, d. d., Radenci at its regular session of 11 August 2011 adopted a decision that the mandate of the incumbent director of the company Zvonka Murglja at his request that his mandate cease prematurely and without fault would cease as of 31 August 2011, and appointed Milan Hojnik as
Members of the supervisory board of the subsidiary Pivovarna Union, d. d. Anton Turnšek, Janko Remic and Franc Rojnik submitted their resignation statements as members of the Supervisory Board of Pivovarna Union, d. d. at the supervisory board session on 22 April 2011 and on the day of appointment of the new members of the Supervisory Board, at the General Meeting of Shareholders of Pivovarna Union, d. d. on 22 June 2011, the General Meeting appointed as new members of the supervisory board of the company the following persons: Vladimir Malenković, Dsc, Peter Groznik, DSc and Bojan Cizej, all for mandates of 4 years. Member of the supervisory board of the subsidiary Pivovarna Union, d. d. Marjet Zevnik submitted her resignation statement on 5 August 2011 that she was resigning from the position of member of the Supervisory Board and employee representative that same day. The Worker’s Council elected Primož Mlekuš as new member of the Supervisory Board and employee representative for a mandate commencing on 14 October 2011 until 2 January 2014.
ANNUAL REPORT 2011
Changes in the supervisory boards of subsidiaries
1. INTRODUCTION
the new director of the company at the same session for a mandate of 5 years, commencing on 9 January 2011.
her resignation statement that she was resigning from the position of member of the supervisory board of Radenska, d. d., Radenci as of the date of appointment of a new member to the supervisory board of the denoted company. The General Meeting of Radenska, d. d., Radenci appointed Pavel Teršek as new member of the supervisory board of the company on 21 June 2011 with a four-year mandate commencing on 22 June 2011. Conclusion of the sale of the stake in the company Fructal, d. d.
The subsidiaries Pivovarna Union, d. d. and Nectar, d. o. o. from the Republic of Serbia successfully concluded the procedure of sale of an ownership stake in the company Fructal, d. d. owned by the company Pivovarna Union, d. d. on 16 December 2011 based on the sales agreement of 25 July 2011. Nectar, d. o. o. paid Pivovarna Union, d. d. EUR 35.3 million for the 93.73% ownership stake in the company Fructal, d. d., thereby becoming the 93.73% owner of Fructal d. d. The payment received for Fructal, d. d. will significantly contribute to the de-leveraging of the Laško Group in accordance with the financial restructure agreed with bank creditors and owners. Action for damages filed by Delo, d. d., Ljubljana
On 9 November 2011 the company Delo, d. d., Ljubljana as the plaintiff filed an action for damages against the defendants Peter Puhan and Andrijan Starina Kose for the payment of EUR 11,315,191.50. The first hearing and main hearing in connection to the action brought about by Pivovarna Laško, d. d. against Atko Prima, d. o. o. and Boško Šrot is scheduled for 2 April 2012.
LAŠKO GROUP
Member of the supervisory board of the subsidiary Radenska, d. d., Radenci Marjeta Zevnik submitted
31
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.
32
BUSINESS REPORT
Corporate Governance operates according to a two-tier system whereby the Com-
ANNUAL REPORT 2011
Corporate governance
2. BUSINESS REPORT
2.1
The principles of management of Pivovarna Laško, d. d. arise from valid legal norms in the Republic of Slovenia, internal acts of the Company and established good work practices. Management is carried out according to a two-tier system whereby the Company is managed by the Management Board and its operations
LAŠKO GROUP
pany is managed by the Management Board and Supervisory Board.
monitored by the Supervisory Board. The bodies of the Company as set out in the Statute of Pivovarna Laško, d. d. are the General Meeting of Shareholders, Supervisory Board and Management Board of the Company.
2.1.1 GENERAL MEETING OF SHAREHOLDERS Pursuant to the provisions of the Companies Act, the General Meeting of Shareholders is the supreme body of the Company. The will of the shareholders who adopt fundamental and statutory decisions are implemented on the Company. One share represents one vote at the General Meeting. Pivovarna Laško, d. d. has no shares with limited voting rights. Own shares do not enable voting rights at the General Meeting. The General Meeting of Shareholders convenes the Management Board of its own initiative, at the request of the Supervisory Board or at the written request of the shareholders of the Company who possess at least a 5% equity stake in the Company. The Supervisory Board may also convene a General Meeting. Shareholders may realise the rights from shares directly at the General Meeting or through their representatives. The General Meeting makes decisions according to the majority of votes cast unless otherwise provided by law or the Statute of the Company. The General Meeting decides on the following matters which require a three-quarter majority vote: • amendments to the Statute, • reductions in share capital (including conditional increases), • approved increases to share capital,
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• status changes and termination of the Company, • exclusion of shareholders’ preferential rights in the issue of new shares,
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• election and early discharge of members of the Supervisory Board, • other matters, if so prescribed by law or the Statute. The General Meeting makes decisions regarding the granting of discharges to the Management and Supervisory Boards of the Company, and at the same time, makes decisions regarding the use of distributable profit. By granting discharges the General Meeting confirms and approves the work of the Management and Supervisory Boards for the business year. Discussions regarding the granting of discharges are carried out in combination with discussions on the use of distributable profit. If the General Meeting does not grant
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discharges, this is not deemed that the Management Board was given a vote of no confidence. Whenever the General Meeting of Shareholders decides that the distributable profit is to be used for dividends, the dividends belong to the shareholders who as owners are entered in the central register of securities at the Central Securities Clearing Corporation on the cut-off date which shall be decided through a decision on the use of distributable profit at each time.
LAŠKO GROUP
The shareholder is obliged, when requested, to inform the Company on the eventual form of the dividend transfer (data regarding the transaction account) and company registration number or PIN and tax number. If the shareholder fails to do so, the dividend will not be paid out in accordance with the provisions of the Statute. Attendance at General Meetings
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The right to participate and vote at the General Meeting of Shareholders is held by those shareholders who have been entered into the share register of dematerialized shares at the Central Securities Clearing Corporation by the end of the fourth day prior to the convocation of a General Meeting (cut-off date) and who personally, or through a representative or nominee, gave notification of their attendance to the Management Board of the Company by the end of the fourth day prior to the convocation of the General Meeting. Members of the Management Board and Supervisory Board may attend the General Meeting even if they are not shareholders Media representatives may also attend the General Meeting if they give notification of their attendance to the Management Board of the Company in writing within three days at the latest prior to the convocation of the General Meeting. Convocation and implementation of the General Meeting of Shareholders
A General Meeting of Shareholders is convened when it is for the benefit of the Company or when it is necessary in accordance with law and the Statute of the Company. Two General Meetings of Shareholders were held in 2011. 17. The 17th regular General Meeting of Shareholders of Pivovarna Laško, d. d. was convened on 21 May 2011 and held on 24 June 2011. The 18th extraordinary General Meeting of Shareholders was convened on 15 July 2011 and held on 30 July 2011. Decisions of the 17 th General Meeting of Shareholders
The following important decisions were adopted at the 17th regular General Meeting regarding the denoted items in the agenda: Resolutions to Item 2:
2.1.
The General Meeting is acquainted with the Report of the Supervisory Board of the Company regarding the examination and adoption of the Audited Annual Report for 2010.
2.2.
The General Meeting is informed that as at 31 December 2010 net operating loss for 2010 amounted to EUR 6,292,260 and that the Management Board with the Supervisory Board’s consent covered this loss through other profit reserves in the amount of EUR 542,466 and capital reserves in the amount of EUR 5,749,794.
The General Meeting is acquainted with the remuneration of the Management Board and members of the Supervisory Board of the Company for tasks performed for the Company and its subsidiaries for the 2010 business year.
2.4.
The General Meeting is acquainted that in accordance with Article 327 of the Companies Act and based on the findings of the Report on the Findings of a Special Audit of the Management of Individual Transactions of Pivovarna Laško, d. d., dated 27 February 2010, an action for damages was filed on 12 January 2011 within the legally prescribed deadline.
2.5.1.
The General Meeting grants discharges to the members of the Supervisory Board of the Company for the 2010 business year.
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2.3.
for the 2010 business year. Resolutions to Item 3:
The Statute of the Company is amended so that Article 12 of the Statute shall read: »Article 12«
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2.5.2. The General Meeting grants discharges to the members of the Supervisory Board of the Company
In accordance with the Statute of the Company, the Company Management Board may have a maximum of five members, one of whom shall be appointed the Chairman of the Management Board. The Chairman and members of the Management Board are appointed and recalled by the Supervisory Board, whereby
LAŠKO GROUP
The Management Board runs the company independently and on its own responsibility.
members of the Management Board are appointed at the Chairman of the Management Board’s recommendation. The mandate of the Chairman and members of the Management Board is 5 (five) years. The Management Board shall adopt decisions according to the majority of votes cast by the members of the Management Board and in the case of a two-member Management Board, by consensus. The Chairman and members of the Management Board shall each have one vote. The Chairman of the Management Board and one of the Management Board members together represent and act on behalf of the Company. The Management Board shall with the consent of the Supervisory Board adopt the Rules of Procedure of the Management Board with which the manner of work and competences and responsibilities of individual members of the Management Board shall be regulated in connection to managing the business of the Company.” Resolution to Item 7:
Borut Jamnik and Borut Bratina, DSc are elected as new members of the Supervisory Board – capital representatives, whose mandates shall commence on the day of their election and expire on 31 August 2013. Resolution to Item 8:
The General Meeting appoints the auditing firm Deloitte Revizija d.o.o., Ljubljana as auditor of the Company for the audit of the financial statements for 2011. The top five shareholders who had voting rights at the General Meeting were (by number of votes and percentage of all shares in share capital):
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• Hypo Alpe-Adria-Bank, d. d. – 618,202 or 7.07%, • Kapitalska družba, d. d. – 617,488 or 7.06%,
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• Probanka, d. d. – 614,911 or 7.03%, • GB, d. d., Kranj – 542,448 or 6.20%, • Skagen Kon-Tiki Verdipapirfond – 499,286 or 5.71%. The top five shareholders at the General Meeting had a total of 2,892,335 votes or a 33.06% share of all shares of the Company or a 45.18% share of voting rights and 57.77% share of capital present.
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NLB, d. d. as the largest shareholder of the Company at the General Meeting had no voting rights. The proposed resolution (ITEM 4) in connection to increasing share capital through a capital increase was not adopted for less than 75% of the votes were cast in favour of the resolution. ITEMS 5 AND 6 were removed from the agenda of the General Meeting for the following reason:
LAŠKO GROUP
Additional unresolved questions arose from creditors following the convocation of the general meeting
36
which need to be resolved prior to deciding on the establishment of a contractual group. In the mutual interest of the Company, the shareholders and important creditors mutually agreed on the design of a contractual group which will be a subject of decision-making at an extraordinary general meeting which will be convened by the end of this year. Convocation and implementation of the extraordinary General Meeting of Shareholders
18. The extraordinary 18th General Meeting of Shareholders was convened on 15 July 2011 and held on 30 July 2011. Decisions of the extraordinary General Meeting
The General Meeting was acquainted with and adopted the following important decisions at the18th extraordinary General Meeting of Shareholders of Pivovarna Laško, d. d.: Resolution to item 2 (in opposition to the proposal of the shareholder Mirjam Hočevar):
The General Meeting gives its consent for the item of business for which the Management Board of the Company requires the consent of the General Meeting in accordance with Article 47 of the Takeovers Act (ZPre-1), namely: a.) The General Meeting of Shareholders of the company Pivovarna Laško, d. d. gives its consent that the companies of the Laško Group (Pivovarna Laško, d. d. and its subsidiaries Pivovarna Union, d. d. and Radenska, d. d.), may continue the sale of the shares of the company Poslovni sistem Mercator, d. d. in accordance with the Agreement on the Joint Sale of Shares of the company Poslovni sistem Mercator, d. d., no. 2011/0601 concluded on 15 June 2011 and that they may conclude a mandate contract with a consultant for the sale, i.e. ING Bank, N. V., London. This consent does not grant consent for the final execution or sale of shares of the company Poslovni sistem Mercator, d. d. b.) The General Meeting of Shareholders of the company Pivovarna Laško, d. d. agree that the subsidiary company Pivovarna Union, d. d. sell the companies Nectar, d. o. o., Bačka Palanka, Republic of Slovenia, representing 2,348,470 registered nominal shares with the ticker symbol FRAG of the issuing company Fructal, d. d., which represents a 93.7% stake in the share capital of Fructal, d. d. for a price of EUR 35.3 million.
The top five shareholders who had voting rights at the General Meeting were (by number of votes and percentage of all shares in share capital):
• Kapitalska družba, d. d. – 617,488 or 7.06%, • Probanka, d. d. – 614,911 or 7.03%, • GB, d. d., Kranj – 542,448 or 6.20%, • NFD 1, delniški investicijski sklad, d. d. – 446,465 or 5.10%.
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• Hypo Alpe Adria Bank AG – 618,202 or 7.07%,
NLB, d. d. as the largest shareholder of the Company at the General Meeting had no voting rights. Convocation and implementation of the extraordinary General Meeting of Shareholders following the conclusion of the business year
ANNUAL REPORT 2011
The top five shareholders at the General Meeting had a total of 2,389,514 votes or a 32.46% share of all shares of the Company or a 44.36% share of voting rights and 67.84% share of capital present.
30 January 2012. Decisions of the extraordinary General Meeting
The General Meeting was acquainted with and adopted the following important decisions at the19th ex-
LAŠKO GROUP
The extraordinary 19th General Meeting of Shareholders was convened on 29 December 2011 and held on
traordinary General Meeting of Shareholders of Pivovarna Laško, d. d.:
37 Item 2 of the agenda: Increase of share capital through a capital investment (recapitalisation):
The General Meeting decided on the proposal of the Management and Supervisory Board and on the contrary proposal of the shareholder KS Naložbe, d. d., both of which envisage an increase in share capital by a maximum of EUR 36,503,304.96 by issuing up to 8,747,652 new ordinary, freely transferable registered shares for cash contributions, with the selling price (issue amount) per share amounting to EUR 10.00. The proposed resolutions were not adopted. Adoption of decisions requires a three-fourths majority or 75% of the votes cast.
Item 3 of the agenda: Approval of the General Meeting regarding the Management Contract and Amendment of the Statute (authorised capital)
Resolution to Item 3:
3.1. The General Meeting of the Company gives its consent to the Management Contract which was concluded on 27 December 2011 between Pivovarna Laško, d. d. as the parent company and Pivovarna Union, d. d. as the subsidiary. The General Meeting also gives its approval for the Management Cotnract which was concluded on 27 December 2011 between Pivovarna Laško, d. d. as the parent company and Radenska, d. d., Radenci as the subsidiary. The resolution was passed with 3,983,759 votes cast, or with 81.22% of the voting rights. On the basis of management contracts, Pivovarna Laško, d. d. as the parent company also assumed the obligation that upon the request of external minority shareholders of subsidiaries, it also acquire all of their shares as compensation as represented by the shares of the parent company Pivovarna Laško, d. d., labelled PILR. For this reason, the General Meeting with 3,965,175 or 79.28% votes cast also adopted the amendment
to the Statute - Article 10a (Resolution 3.2.) which authorizes the Management Board to increase the share capital by a maximum of 5 (five)% of the share capital of the Company through the issue of new ordinary registered shares for a material contribution, i.e. for external shares of minority shareholders of subsidiaries (authorized capital). The authorisation is granted to the Management Board for a period of one year from the
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date of entry of the statutory changes in the court register.
Item 4 of the agenda: Amendment of the Statute (authorized capital) – requirement of Kapitalska družba, d. d. from 20 December 2011
At the request of Kapitalska družba, d. d., dated 20.12.2011, the General Meeting decided on an amendment of the Statute whereby the Management Board, within five years of the entry of the amendment to the Statue in the court register would be authorized to increase the share capital of the company by a maximum of
ANNUAL REPORT 2011
50% of the share capital existing at the time of adoption of the amendment to this Statute, which represents a maximum of EUR 18,251,652.48 through the issue of new for cash contributions. The resolution was not adopted. Adoption of decisions requires a three-fourths majority or 75% of votes cast.
Item 5 of the agenda: Reprogramming of financial liabilities
LAŠKO GROUP
Resolution to Item 5:
The General Meeting calls on the creditor banks to come to an agreement with Pivovarna Laško, d. d. other companies in the Laško Group regarding a the complete long-term reprogramming of financial liabilities under favourable market conditions by 30 March 2012. The reprogramming of debt should include a moratorium on the repayment of the principal that will mature until receipt of the proceeds from the sale of the investment in Mercator, d. d., or until the recapitalization of the parent company Pivovarna Laško, d. d., but
38
not longer than 30 June 2013. Through the reprogramming of loans, all the companies in the Laško Group will achieve a sustainable debt level (2-3 x EBITDA) within 10 years at the latest. The long-term dynamics of the rescheduled repayment of obligations should be adjusted to the planned cash flows from the core activities of individual companies within the Group. This will enable the companies to reduce their high levels of financial risk while allowing normal operations, development and long-term existence. The resolution was passed with 4,192,427 or 93.60% of the votes cast.
Item 6 of the agenda: Acquaintance with and consent of the General Meeting to the Contract of Sale of Shares of Poslovni sistem Mercator, d. d.
Under this agenda item the General Meeting had to decide on proposed resolutions, however the shareholders were only made acquainted with the Contract for the sale of shares of Poslovni sistem Mercator, d. d. The basis for deciding on granting consent to the denoted contract which the General Meeting had to decide on based on Article 47 of the Takeovers Act (ZPr-1) no longer existed following the withdrawal of Mercator, d. d. from the takeover intention of 19 January 2012.
Item 7 of the agenda: Consent to perform control functions in subsidiaries
Resolution to Item 7:
In accordance with Article 41 of the Companies Act (ZGD-1), the General Meeting gives its consent for the appointment of Supervisory Board members of Pivovarna Laško, d. d. into the supervisory boards of subsidiaries.
The resolution was passed with 3,925,776 or 92.42% of the votes cast. ITEM 8 of the agenda: Amendments to the Statute of the Company
8.1. The Statute of the Company shall be amended so that a new Article 14a shall be added to the Statute which shall read: »Article 14. a« The members of the Management Board may be appointed to the management boards and supervisory boards of the Company’s subsidiaries which are or may be in competition with the activity of the Company. “ The Statute of the Company shall be amended so that a new Article 16a shall be added to the Statute which
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Resolution to Item 8:
Company’s subsidiaries which are or may be in competition with the activity of the Company. “ 8.2. Article 23 of the Statute of the Company shall be amended so that Article 23 of the Statute shall read: »Article 23« Supervisory Board members are entitled to the payment of a session fee for their work for participation in sessions and to reimbursement of travel and other eligible costs incurred in connection with their work.
LAŠKO GROUP
»Article 16. a« The members of the Supervisory Board may be appointed as members to the supervisory boards of the
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shall read:
The amount of payment for performance of their function, attendance fees and reimbursement of travel and other eligible costs referred to in the preceding paragraph shall be determined by the General Meeting. Payment to external members of committees of the Supervisory Board shall be decided by the Supervisory Board.” The Statute of the Company shall be amended so that a new third paragraph shall be added to Article 39 of the Statute which shall read: “The amendment of Article 23 of the Statute, adopted by the General Meeting of the Company on 31 January 2012 shall enter into force on 1 January 2012.” The resolution was passed with 4,690,351 or 93.56% of the votes cast.
Item 9 of the agenda: Determination of the amount of remuneration of the Supervisory Board
Resolution to Item 9:
The General Meeting adopted a decision based on the amendment to the Statute - a new Article 23 (see resolution 8.2 under the previous agenda item) with 3,958,736 or 80.72% of the votes cast whereby remuneration for the members of the Supervisory Board for performance of their function, attendance fees and reimbursement of travel and other eligible costs referred to in the preceding paragraph shall be determined by the General Meeting. Planned challenging actions
The shareholder KS Naložbe, d. d. has announced a challenging action regarding the adopted resolutions 3.1. and 3.2.
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2.1.2 SUPERVISORY BOARD The fundamental function of the Supervisory Board is to supervise the management of the Company’s business operations. The Supervisory Board appoints and discharges the members and Chairman of the
2. BUSINESS REPORT
Management Board. The composition of the Supervisory Board is defined by the Statute of the Company. The Supervisory Board of Pivovarna Laško, d. d. has six members, each of whom has the same rights and responsibilities unless otherwise stipulated by the Statute. Four members of the Supervisory Board elected by the General Meeting of Shareholders are capital representatives, while the other two members of the Supervisory Board are employee representatives and are elected by the Worker’s Council. The Supervisory Board is appointed by the General Meeting of Shareholders through a simple majority
ANNUAL REPORT 2011
vote of the shareholders in attendance, except for the members of the Supervisory Board elected by the Worker’s Council. The members of the Supervisory Board are elected for a period of four years and may be re-elected after the expiry of their mandates. The Supervisory Board appoints the Chairman and Deputy Chairman of the Supervisory Board from amongst their members. The Chairman convenes and chairs the sessions of the Supervisory Board and is authorised to declare its will and announce decisions adopted by the Supervisory Board. The Chairman of the Supervisory Board rep-
LAŠKO GROUP
resents the Company in disputes with the members of the Management Board and the Supervisory Board represents the Company in disputes against other bodies of the Company and third parties, if not otherwise agreed for each particular case. The Chairman of the Supervisory Board is always the representative of the shareholders. Sessions of the Supervisory Board are convened by the Chairman on his own initiative, on the initiative of any member of the Supervisory Board, or on the initiative of the Management Board. The Supervisory Board takes decisions at the sessions.
40 The Supervisory Board must within one month from the submission of the annual report review the annual report and proposal for use of the distributable profit and draft a written report for the General Meeting of Shareholders and deliver it to the Management Board. If the Supervisory Board confirms the annual report, the annual report is adopted.
Composition of the Supervisory Board Composition of the Supervisory Board as at 31 December 2010 as at 31 December 2011
Capital representatives:
Capital representatives:
Marjan Mačkošek, Chairman
Vladimir Malenković, DSc, Chairman
Peter Groznik, DSc
Borut Bratina, DSc
Vladimir Malenković, DSc
Borut Jamnik, DSc
Peter Groznik, DSc
Employee representatives:
Employee representatives:
Andrej Kebe, Deputy Chairman
Bojan Cizej, Deputy Chairman,
Bojan Košak
Dragica Čepin, MSc
1. Vladimir Malenković, Dsc
Vladamir Malenković has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 31 August 2009 and Chairman of the Supervisory Board of Pivovarna Laško, d. d. since 29 April 2011.
He is employed as a member of the management board of Premogovnik Velenje, d. d.
2. Borut Bratina, DSc
Borut Bratina has been a member of the Supervisory Board of Pivovarna Laško, d. d. since June 2011. Born: in 1957. Education: DSc in Legal Sciences - Faculty of Law, University of Maribor, 1997. He iseEmployed at the Faculty of Economics and Business,
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Economics in Ljubljana in 2005
LAŠKO GROUP
Education: DSc in Strategic Management from the Faculty of
2. BUSINESS REPORT
Born: in 1966.
University of Maribor as Associate Professor of Business Law and the Chair of the Business and Corporate law.
3. Borut Jamnik
Borut Jamnik has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 24 June 2011. Born: in 1970. Education: BSc in Mathematics Engineering. He is employed as the chairman of the management board of the company Modra zavarovalnica, d. d.
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4. Peter Groznik, DSc
Peter Groznik has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 16 July 2010. He was born in 1973.
ANNUAL REPORT 2011
2. BUSINESS REPORT
Education: DSc in Finance, Kelley School of Business, Indiana University Bloomington (United States), 2003. He is employed at the University of Ljubljana, Faculty of Economics.
5. Bojan Cizej
Bojan Cizej has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 6 April 2011. Born: in 1963. Education: BSc in Food Technolgy, Biotechnical Faculty, Uni-
LAŠKO GROUP
versity of Ljubljana, 1993. He is employed at Pivovarna Laško, d. d. as the Director of the Production-Technical Division.
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6. Dragica Čepin, MSc
Dragica Čepin has been a member of the Supervisory Board of Pivovarna Laško, d. d. since August 2011. Born: in 1960. Education: MSc in Economics, Economics Business Faculty, University of Maribor, 2001. She has been employed at Pivovarna Laško, d. d. since 1981.
Changes to the Supervisory Board of Pivovarna Laško, d. d.
The changes implemented in 2011 are described on page 27 of this Annual Report. Audit Committee of the Supervisory Board of Pivovarna Laško, d. d.
The tasks of the Audit Committee are defined in Article 280 of the Companies Act, with key tasks comprising:
• monitoring of the financial reporting process and statutory audits of the annual and consolidated financial statements,
• submitting proposals to the Supervisory Board for the appointment of a candidate as auditor of the annual report, • supervision over the integrity of financial information provided by the Company, • assessment of the drawn-up annual report including the drafting of proposals for the Supervisory Board.
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• review and monitoring of the independence of the auditor for the Company’s annual report,
Peter Groznik, DSc – Chairman
Bojan Košak
Bojan Cizej
Marko Koleša
Igor Teslić
Changes to the composition of the Audit Committee of the Supervisory Board
The changes implemented in 2011 are described on page 27 of this Annual Report. Establishment of the Human Resources Committee of the Supervisory Board of Pivovarna
LAŠKO GROUP
Peter Groznik, DSc – Chairman
ANNUAL REPORT 2011
Composition of the Audit Committee Composition of the Audit Committee as at 31 December 2010 as at 31 December 2011
Laško, d. d.
The Corporate Governance Code for Joint-Stock Companies (hereinafter: Code) in point 13.1 recommends that the Supervisory Board in addition to the audit committee also form a human resources committee. The tasks of the human resources committee are specified in detail in Annex B of the Code. The Human Resources Committee is particularly responsible for: • providing assistance to the Supervisory Board and preparing proposals on criteria and candidates for membership in the Management Board whereby it must evaluate the balance of skills, knowledge and experience required and prepare a description of the qualifications required for each individual appointment, • assessing the size, composition and functioning of the Management Board at regular intervals, • providing support in evaluating the work of the Management Board and preparation of reasoned grounds for the recall of individual board members if required, • providing support in the design and implementation of the remuneration system for the Management Board. The Supervisory Board appointed a three-member Human Resources Committee on 21 October 2011 which operates under the following composition: Borut Jamnik – Chairman, Borut Bratina, DSc – member. Dragica Čepin, MSc – member.
43
Composition of the Human Resources Composition of the Human Resources Committee Committee
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as at 31 December 2010 as at 31 December 2011
/
Borut Jamnik – Chairman
/
Borut Bratina, DSc
/
Dragica Čepin, MSc
Changes in the supervisory boards of subsidiaries
The changes implemented in 2011 are described on page 31 of this Annual Report.
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2.1.3 MANAGEMENT BOARD The Management Board runs the Company and adopts business decisions independently and at its own risk and represents the Company in disputes with third parties, adopts the Company’s development strategy, ensures proper management and treatment of risks, acts with due care and diligence and protects the business secrets of the Company.
LAŠKO GROUP
The Management Board is composed of five members, namely: Dušan Zorko, MSc – Chairman of the
44
Management Board, Marjeta Zevnik – member of the Management Board, responsible for legal, human resources and general affairs, Mirjam Hočevar – member of the Management Board, responsible for finance, Gorazd Lukman – member of the Management Board, responsible for the areas of sales and commerce and Matej Oset – member of the Management Board, responsible for the production and technical sector. The Chairman and members of the Management Board are appointed and recalled by the Supervisory Board, whereby members of the Management Board are appointed at the Chairman of the Management Board’s recommendation. The mandate of the Chairman and members of the Management Board is five years. The Chairman of the Management Board and one of the Management Board members together represent and act on behalf of the Company. The Management Board may appoint a procurator. Changes to the composition of the Management Board of Pivovarna Laško, d. d.
The changes implemented in 2011 are described on pages 26 and 27 of this Annual Report. Composition of the three-member Composition of the five-member Management Board Management Board as at 31 December 2010 as at 31 December 2011
Dušan Zorko, MSc – Chairman
Dušan Zorko, MSc – Chairman
Robert Šega
Marjeta Zevnik
Gorazd Lukman
Mirjam Hočevar
Gorazd Lukman
Matej Oset
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Chairman of the Management Board of Pivovarna Laško, d. d. Born: in 1956.
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1. Dušan Zorko, MSc
Dušan Zorko began his professional career at Kovinotehna and later became director of TOZD Zunanja trgovina. Two years later, he assumed the management of the company Kovintrade and in
LAŠKO GROUP
Education: MSc in Economics, VEKŠ, Maribor, 1988.
2004, the management of Pivovarna Union. On 24 July 2009 he became the Chairman of the Management Board of Pivovarna Laško, d. d. He is also a member of the presidency of the Handball Association of Slovenia. 2. Marjeta Zevnik
Marjeta Zevnik is a member of the Management Board, responsible for legal, human resources and general affairs. Born: in 1961. Education: BSc LL, Faculty of Law, University of Ljubljana, 1986, judicial exam 1991. She began working in 1986 as a legal clerk at Pivovarna Union, d. d. and in 1992 became assistant director of sales. In 2001 she was promoted to Director of General Administration. She became a member of the Management Board of Pivovarna Laško, d. d. on 5 August 2011. She is also the Chairman of the Supervisory Board of Delo, d. d.
and a member of the Supervisory Board of ČŽP Večer, d. d. She
performs the function of Secretary General of the Association
of Slovenian Breweries and is a member of the the administra
tion committee of the Olimpija Academic Sports Association.
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3. Mirjam Hočevar
Mirjam Hočevar is a member of the Management Board of Pivovarna Laško, d. d., responsible for finance.
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Born: in 1962. Education: BSc in Mathematics Engineering, Faculty of Mathematics and Physica, University of Ljubljana, 1990. She began working at Pivovarna Union, d. d. in 1990 as a legal clerk, and in 1991 became head of information systems development and in 1994 was promoted to head of the computer centre. In 2002 she became the assistant to the CFO and in
LAŠKO GROUP
ANNUAL REPORT 2011
2004 Finance Director of Pivovarna Union, d. d. She became a member of the Management Board of Pivovarna Laško, d. d. on 1 April 2011 and from 1 September 2011 onwards, is also a
member of the Management Board of Pivovarna Union, d. d,
responsible for finance.
She is also a member of the supervisory boards of Radenska, d. d.
Radenci and Fructal, d. d., (until 27 January 2012) and adminis-
tration committee of Birra Peja, Kosovo.
4. Gorazd Lukman
Gorazd Lukman is a member of the Management Board of Pivovarna Laško, d. d., responsible for sales and commerce.
46 Born: in 1959. Education: Commercialist, Business Commercial College Celje, obtained in 2004. His professional career began at Kovinotehna Celje. He relocated to SCT Celje and became the head of the consignment warehouse in the company Hmezad Export-Import, Žalec in 1989. He also tried his hand as a private caterer, until becoming the Director of Commerce at Engrotuš in 1983. He has been a member of the Management Board of Pivovarna Laško, d. d. since 1 November 2009.
5. Matej Oset
Matej Oset is a member of the Management Board of Pivovarna Laško, d. d., responsible for the production-technical sector and procurement.
Education: BSc in Food Technology, Biotechnical Faculty, University of Ljubljana, 1992. He began working at Pivovarna Laško, d. d. in 1993 as a technologist in production and in 1997 was promoted to the position of head of beer production. In 2004 he became the head of the Production and Technical Sector and has been a member of
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Born: in 1968.
Food Companies of Slovenia, a member of the supervisory
board of SLOPAK and representative of the Assembly of the
Association of Employers of Slovenia. He also cooperates with
the Biotechnical Faculty in Ljubljana as an associate lecturer.
Changes in the compositions of the management boards of subsidiaries
The changes implemented in 2011 are described on pages 30 and 31 of this Annual Report.
2.1.4 MANAGEMENT IN THE GROUP
47
The Laško Group consists of the parent company Pivovarna Laško, d. d., five subsidiaries in Slovenia and three subsidiaries abroad. All the subsidiaries are majority owned by the parent company (more details on pages 21 through 23 of this Report) Members of the management and administrative bodies of the subsidiaries as at 31 December 2011:
RADENSKA, d. d., Radenci
Management Board
Zvonko Murgelj, until 31 August 2011
Milan Hojnik, since 1 September 2011
LAŠKO GROUP
breweries, board member of the Chamber of Agricultural and
ANNUAL REPORT 2011
the Management Board of Pivovarna Laško, d. d. since 5 August 2011. He is also the Chairman of the Assembly GIZ a Slovenian
Supervis. Board
Capital representatives:
Employee representatives:
Dragica Čepin, MSc –
Franko Lipičar –
Chairwoman
Deputy Chairman
Mirjam Hočevar
Dominik Omar
Marjeta Zevnik, until 21 June 2011
Pavel Teršek, since 22 June 2011
RADENSKA MIRAL Radenci, d. o. o. (subsidiary of Radenska, d. d., Radenci)
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
Management Board Zvonko Murgelj, until 31 August 2011
Milan Hojnik, since 1 September 2011
Supervisory Board
The company does not have a Supervisory Board.
PIVOVARNA UNION, d. d., Ljubljana
Management Board Dušan Zorko, MSc – Chairman
Gorazd Lukman, since 1 September 2011
Mirjam Hočevar, since 1 September 2011
Supervis. Board
Capital representatives:
Employee representatives:
Anton Turnšek – Chairman,
Marjeta Zevnik – Deputy
until 22 June 2011
Chairwoman, until 5 August 2011
Peter Groznik, DSc – Chairman,
Primož Mlekuš,
since 22 June 2011
since 14 October 2011 Terezija Peterka
Franc Rojnik, until 22 June 2011
Janko Remic, until 22 June 2011
Bojan Cizej, since 22 June 2011
Vladimir Malenković, DSc,
since 22 June 2011
48 JADRANSKA PIVOVARA - Split, d. d.
Management Board Nenad Buljan, until 31 January 2011
Zlatko Bebić, since 1 February 2011
Supervis. Board
Capital representatives:
Employee representatives:
Gorazd Lukman – Chairman
Goran Domljanović
Pavel Teršek – Deputy Chairman
VITAL Mestinje, d. o. o.
Management Board Mira Močnik Supervisory Board
The company does not have a Supervisory Board.
DELO, d. d., Ljubljana
Management Board Jurij Giacomelli Supervis. Board
Capital representatives:
Employee representatives:
Marjeta Zevnik – Chairwoman
Branimir Piano
Robert Šega – Deputy Chairman
Jure Flerin
Dragica Čepin, MSc
IZBERI, d. o. o., Ljubljana (subsidiary of Delo, d. d., Ljubljana)
Management Board Samo Čok Supervis. Board
Capital representatives:
Employee representatives:
Jurij Giacomelli – Chairman
The company does not have any
Dragica Čepin, MSc
representatives.
Mojca Međedović,
until 5 April 2011
Irma Gubanec, since 6 April 2011
Following the amendment of the Articles of Association in October 2011, the company Izberi, d. o. o., Ljubljana no longer possesses a supervisory board for the Articles of Association the no longer is a body for
2. BUSINESS REPORT
LAŠKO GRUPA, d. o. o., Sarajevo
Management Board Šerif Krajišnik The company does not have a Supervisory Board.
LAŠKO GROUP
Supervisory Board
ANNUAL REPORT 2011
managing the company.
FIRMA DEL, d. o. o., Laško
Management Board
Dušan Zorko, MSc
Supervisory Board
The company does not have a Supervisory Board.
49
LAŠKO GRUPA, d. o. o., Zagreb
Management Board Boris Matijaščić Supervisory Board
The company does not have a Supervisory Board.
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.2 Statement on corporate governance and compliance with the Corporate Governance Code The Management Board and Supervisory Board of Pivovarna Laško, d. d. hereby decla-
LAŠKO GROUP
re that the Company observes the Corporate Governace Code for Joint Stock Companies of 08.12.09, which commenced use on 1 January 2010, with several exceptions that do not intervene in good management practices and in the cases
2.2.1 COMPLIANCE OF COMPANY MANAGEMENT WITH THE PROVISIONS OF THE
50
CORPORATE GOVERNMENT CODE FOR JOINT STOCK COMPANIES The Management Board and Supervisory Board of Pivovarna Laško, d. d. hereby declare that the Company observes the provisions of the Corporate Governace Code for Joint Stock Companies of 8 December 2009, which commenced use on 1 January 2010 (hereinafter: Code), with several exceptions that do not intervene in good management practices and in the cases denoted in this Statement. The Statement is a constituent part of the Annual Report for 2010 and is also available on the Company’s website www.pivo-Laško.si. The Statement refers to the 2011 business year, i.e. from 1 January to 31 December 2011. No changes have occurred in the Company’s corporate governance since the conclusion of the accounting period up to the Statement’s publication. The Code is published on the website of the Ljubljana Stock Exchange www.ljse.si. The explanations of the Management and Supervisory Boards of the Company regarding discrepancies from individual provisions of the Code are given in continuation: • Provision 1: The Company operates in accordance with its key objective, which is to maximize the Company’s value, and other objectives such as long-term value creation for shareholders, observance of social and environmental aspects of operations with the aim of ensuring sustainable development of the Company, even though these objectives are not stated in the Company Statute. • Provision 2: The management of the Company is focused at realising the strategic growth objectives of the Laško Group until 2014 and the establishment of a new business model for the Group. The bases for strategic growth and the new business model were approved by the Supervisory Board of the Company at
its session on 23 April 2010. The presentation of the strategy and new business model of the Group was published on the website SEOnet of the Ljubljana Stock Exchange on 14 May 2010. The special document Corporate Governance Policy of the Company was rejected by both the Management and Supervisory
• Provisions 8 (second paragraph) and 17.2: The members of the Supervisory Board did not sign the individual statements regarding the fulfilment of independency criteria as denoted in Point C.3 Annex C of the Code. Based on knowledge available to the Company, the members of the Supervisory Board fulfil all criteria of independency as defined in Point C.3 Annex C of the Code. • Provision 8.7: The Rules of Procedure of the Supervisory Board do not contain provisions regarding communications with the public in connection to decisions adopted at its sessions. The Chairman of the Management Board is, on the basis of a decision of the Supervisory Board, authorised to carry out com-
2. BUSINESS REPORT
Boards.
• Provision 11: The Supervisory Board does not have a secretary. The tasks of the secretary of the Supervisory Board are performed by the General Sector Director or his deputy. • Provision 16.1; The remuneration of members of the Management Board is fixed. After adopting the an-
ANNUAL REPORT 2011
munications with the public. Important decisions of the Supervisory Board are published on the SEOnet website of the Ljubljana Stock Exchange and on the websites of the companies in the Group.
contract, grant a member of the Management Board a reward for the previous year, which may be paid out in cash or as shares in the Company (variable component). • Provision 20: The Company has not defined a Communications Strategy as a constituent part of the
LAŠKO GROUP
nual report, the Supervisory Board may at its own discretion based on the criteria defined in an individual
Management Policy. Expert services ensure Company communications and transparency of operations in a manner pursuant to the provisions of the Code. • Provision 21.3: The Company does not publish reports in foreign languages.
2.2.2 MAIN CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN CONNECTION TO THE ACCOUNTING REPORTING PROCEDURE Pivovarna Laško, d. d., manages risks and implements internal control procedures at all levels. The purpose of internal controls is to ensure the accuracy, reliability, transparency and intervisibility of all processes and the management of risks related to financial reporting. The internal control system at the same time establishes a mechanism for preventing irrational use of assets and contributes to cost-effectiveness. The internal control system includes procedures to ensure that: • transactions are recorded on the basis of credible accounting documents, based on which transactions are recorded accurately and fairly, providing a guarantee that the company disposes of its assets in an honest and fair manner; • transactions are recorded and financial statements drawn up in accordance with the applicable legislation; • any unauthorised acquisition of the use and disposal of company assets, which would have a significant effect on financial statements are prevented or detected in a timely manner.
51
Internal control in the Company is carried out by the Finance, Accounting and Controlling Department which is responsible for bookkeeping and the preparation of financial statements in accordance with applicable accounting, tax and other regulations. The adequacy of control operations within the scope of the
2. BUSINESS REPORT
information system is examined by authorized external contractors on an annual basis.
2.2.3 EXTERNAL AUDIT Regular external audit
To ensure consolidation and standardisation within the Laško Group, the General Meeting of Shareholders of Pivovarna Laško, d. d., Pivovarna Union, d. d., Ljubljana, Radenska, d. d., Radenci and Delo, d. d., Ljubljana appointed the auditing firm Deloitte Revizija, d. o. o., Ljubljana, as the certified auditor which within the scope of auditing the financial statements reports to the Management Board, Supervisory Board
ANNUAL REPORT 2011
and Audit Committee of the Supervisory Board on its findings.
2.2.4 DATA IN ACCORDANCE WITH THE SIXTH PARAGRAPH OF ARTICLE 70 OF THE COMPANIES ACT (ZGD-1) 3. Data on significant direct ownership of Company securities is given on pages 57 and 58 of this Annual
LAŠKO GROUP
Report. Direct ownership thereof by the Management Board is disclosed on page 61 of this Annual Report. 4. The Statute of the Company does not contain any provisions granting holders of securities any special controlling rights. 6. The Statute of the Company does not contain limitations regarding particular shares or a defined num-
52
ber of votes. The Statute of the Company prescribes that shareholders intending to attend a General Meeting of Shareholders must register at the headquarters of the Company by the end of the fourth day at the latest prior to the convocation of the General Meeting or they will not be able to attend the General Meeting or implement their voting rights. 8. In accordance with the Statute of the Company, the Company Management Board may have a maximum of five members, one of whom shall be appointed the Chairman of the Management Board. The Chairman and members of the Management Board are appointed and recalled by the Supervisory Board, whereby members of the Management Board are appointed at the the Chairman of the Management Board’s recommendation. The Supervisory Board may also prematurely recall the Chairman of the Management Board or an individual Management Board member in accordance with the law. Pursuant to the Company’s Statue, the Supervisory Board consists of six members. The Supervisory Board is appointed by the General Meeting of Shareholders through a simple majority vote of the shareholders in attendance, except for the two members of the Supervisory Board who are employee representatives who are elected by the Worker’s Council. A three-quarter majority vote is required for the premature recall of a Supervisory Board member. The Company’s Statute defines that a three-quarter majority vote by the General Meeting is required for an amendment of the Statute. 9. The General Meeting of Shareholders empowered the Management Board of Pivovarna Laško, d. d. on 31 August 2009 to purchase own shares at a redemption price which could not be higher than the share price valid on the regulated market with the aim of maximizing the intrinsic value of the Company’s shares. The total number of shares obtained for the purpose described in the previous paragraph could not, together with the other own shares of the Company, exceed 10% of the Company’s share capital The authorisation of the Management Board for the purchase of the treasury shares remains valid for 36 months from the receipt of the General Meeting decision. The Management Board may not acquire treasury shares for the sole purpose of trading.
2.2.5 DATA REGARDING THE OPERATIONS OF THE GENERAL MEETING OF SHAREHOLDERS Data on operations of the General Meeting of Shareholders and its key competences and a description of shareholders’ rights and the method of their declaration are included in the chapter Management on pages
2.2.6 DATA REGARDING THE MANAGEMENT AND SUPERVISORY BOARDS Data on the composition and operation of management and control bodies and their committees are included in the chapter Management, on pages 40 through 47 of this Annual Report.
2. BUSINESS REPORT
33 through 39 of this Annual Report.
Dušan Zorko, MSc
Vladimir Malenković, Dsc
Chairman of the Management Board
Chairman of the
Supervisory Board
ANNUAL REPORT 2011
Laško, 12 March 2012
Member of the Management Board
Mirjam Hočevar
LAŠKO GROUP
Marjeta Zevnik
Member of the Management Board
53 Gorazd Lukman Member of the Management Board
Matej Oset Member of the Management Board
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.3 Report of the Management Board of Pivovarna Laško, d. d. on extent of influence in accordance with Article 545 of the Companies Act (ZGD-1) With this report, Pivovarna Laško, d. d. is denoting measures for the restitution of
LAŠKO GROUP
damages from damaging legal transactions which were concluded by the previous
54
Management Board of the Company.
Pivovarna Laško, d. d. as a subsidiary company within the scope of a multi-level going concern concluded legal transactions in 2008 and 2009 which were established as damaging to the Company. The loans given to the companies Center naložbe, d. d. and Infond Holding, d. d. were never paid back. The purchase of shares of Thermana, d. d., – Zdravilišče Laško from the company Infond Holding, d. d. was implemented according to the acquisition price which was higher than the assessed market value of the shares of Thermana, d. d. at that time. The parent company in the multi-level going concern The Management Board of Pivovarna Laško, d. d. as a diligent manager took all measures required, namely:
•P ivovarna Laško, d. d. registerd its outstanding receivables in the bankruptcy proceedings against Infond Holding finančna družba, d. d. on 29 March 2010 and submitted a request for the establishment of a creditor’s committee. Bankruptcy proceedings have been initiated.
•O n 17 March 2010 Pivovarna Laško, d. d. registerd its outstanding receivables in the compulsory settlement proceedings against the company Center naložbe, d. d. Bankruptcy proceedings were initiated against Center naložbe, d. d. on 13 August 2010 in accordance with the decision of the District Court in Celje. The Company submitted a request for the formation of a creditor’s committee, supplementing the application on 10 November 2010 with a separation right and the legal default interest.. Bankruptcy proceedings have been initiated.
•T he Company filed an action for damages on 12 January 2011 against the defendants: the company AtkaPrima, d. o. o. and Boško Šrot as its co-owner and the legal representative and director of Pivovarna Laško, d. d. at that time for the payment of EUR 13.3 million. The procedure is underway with the first hearing of the main hearing held on 2 April 2012. A possibility exists that Pivovarna Laško, d. d., will file additional lawsuits in the future for damages suffered for the entire scope of damage suffered is not yet known. Two potential compensations for damages exist according to currently known facts:
•T he pledging of 345,304 shares of Radenska, d. d., Radenci whose owner is Pivovarna Laško, d. d. to insure a loan given to the company Center naložbe, d. d. in the amount of EUR 6,250,000 taken out at the bank NKBM, d. d. on the basis of a short-term framework loan from 12 March 2009; in this transaction Pivovarna Laško, d. d. acted as the lienee based on the contract on the lien on dematerialized securities of
court allowed the payment of claims from the value of the pledged shares and authorized the execution on the pledged shares to repay the claim in the amount of EUR 7,349,552.25 and legal default interest. Pivovarna Laško, d. d. received a writ of execution from the District Court in Maribor, whereby the court approved the proposed writ of execution entry in the register of KDD for the 345,304 pledged shares, the sale of these shares, and repayment to the creditor or NKBM from the amount acquired from the sale. Once the shares are sold in the enforcement procedure and NKBM paid from the resulting amount, Pivovarna Laško, d. d. will experience deprivation or damages;
•p atronage statement of 31 December 2008 and 10 January 2009; Pivovarna Laško, d. d. received a correspondence from Perutnina Ptuj, d. d. on 23 November 2009 in which the latter indicated that based on the loan agreement with the companies Infond Holding, d. d. and Center naložbe, d. d. and the comfort letter of 31 December 2008 signed by the previous Director of Pivovarna Laško, d. d. Boško Šrot on behalf of Pivovarna Laško, d. d. it had paid off the liability. Since the companies had ceased repayment of the loans, Perutnina Ptuj, d. d. had demanded payment in the approximate amount of EUR 11 million from
ANNUAL REPORT 2011
vember 2011 Pivovarna Laško, d. d. received the judgment of the District Court in Maribor, whereby the
2. BUSINESS REPORT
5 June 2009. The book value of the pledged shares on 31 December 2011 was EUR 3,637,650. On 22 No-
claim for it was not acquainted with the existence of the patronage statement of 31 December 2008 nor the circumstances and business relationship among the legal persons. Perutnina Ptuj, d. d. for the enforcement of the aforementioned claim filed a lawsuit which Pivovarna Laško, d. d. received on 15 February 2011 whereby Perutnina Ptuj, d. d. is demanding payment in the amount of EUR 10,116,488.71 with pp
LAŠKO GROUP
Pivovarn Laško, d. d. based on the patronage statement. Pivovarna Laško, d. d. did not acknowledge the
from the defendent Pivovarna Laško, d. d. The plaintiff Perutnina Ptuj, d. d. indicated in the lawsuit that it had suffered damages since the defendant had failed to fulfil the obligations stemming from the patronage statement of 10 January 2009. Pivovarna Laško, d. d. lodged a reply in which it repudiated the claim amount in full, seeing no grounds for the plaintiff’s claim. The court of first instance has not yet made a decision regarding the claim. If Perutnina Ptuj, d. d. succeeds with the lawsuit Pivovarna Laško, d. d. will be at a disadvantage and suffer damages.
Laško, 6 April 2012 Dušan Zorko, MSc Chairman of the Management Board Marjeta Zevnik Member of the Management Board
Mirjam Hočevar Member of the Management Board
Gorazd Lukman Member of the Management Board
Matej Oset Member of the Management Board
55
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.4 Shareholders and the impact of economic and other trends on business operations Today Pivovarna Laško, d. d. who has nearly 7,500 domestic and foreign shareholders is embarking on a path of development with the following basic business orientati-
LAŠKO GROUP
on: to provide users the most qualitative beer alongside excellent supply thereof
56
to the market.
Pivovarna Laško has been organized as a joint stock company since 1995. The Company had 7,492 shareholders at the end of the 2011 business year, which is 448 shareholders or 5.6% less than in 2010. Number of shareholders
Shareholders as at 31 Dec Chain index
2009 2010 2011
8,268
7,940
7,492
/
96.0
94.4
2.4.1 IMPACT OF ECONOMIC AND OTHER TRENDS ON BUSINESS OPERATIONS Heavy fiscal encumbrances (excise duties) on products again influenced beer consumption in Slovenia in 2011. The stricter economic circumstances and resulting decrease in the living standard of the population led to poor competitiveness of beer in comparison to other comparable beverages, especially wine, which is not burdened by excise duties on alcoholic beverages.
2.4.2 EQUITY OWNERSHIP STRUCTURE The share capital of the Company as at 31 December 2011 amounted to EUR 36,503,305 and is divided into 8,747,652 no par-value shares all of which have been paid in full. All shares are ordinary and registered in dematerialized form, bearing the PILR and PILH ticker symbols. As at 31 December 2011, 8,611,481 shares bearing the PILR symbol and 136,171 shares bearing the PILH symbol were registered in the central register of the Central Securities Clearing Corporation (KDD) in Ljubljana.
Equity ownership structure of Pivovarna Laško, d. d. as at 31 December 2011
NLB, d. d.
23.5 %
2. BUSINESS REPORT
15.1 %
Hypo Alpe-Adria-Bank, AG Kapitalska družba, d. d.
13.6 %
Probanka, d. d.
7.1 %
Other legal entities Natural persons
7.1 %
Foreigners
26.6 %
ANNUAL REPORT 2011
7.0 %
Equity ownership structure of Pivovarna Laško, d. d. as at 31 December 2010
LAŠKO GROUP
14.9 % NLB, d. d.
23.5 % 13.8 %
Kapitalska družba, d.d. Hypo Alpe-Adria-Bank, AG
7.1 %
Probanka, d. d.
57
Other legal entities
7.0 %
Natural persons
7.0 %
Foreigners
26.7 %
( in % )
2009 2010 2011
Legal entities
79.1
71.4
71.3
Natural persons
13.7
13.8
13.6
Foreigners Total
7.2 14.9 15.1 100.0 100.0 100.0
Largest shareholders
Ten of the largest shareholders possessed a total of 6,161,064 shares or 70.4% of total share capital on 31 December 2011, representing a decrease of 221 shares over the amount in 31 December 2010.
Ten largest shareholders of Pivovarna Laško, d. d. at the end of the year
( 31 Dec 2011 )
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
NLB, d. d.
58
No. of shares in % Rank
2,056,738
23.512
1.
Hypo Alpe-Adria-Bank, AG
618,202
7.067
2.
Kapitalska družba, d. d.
617,488
7.059
3.
Probanka, d. d.
614,911
7.029
4.
GB, d. d. Kranj
542,448
6.201
5.
Skagen Kon-tiki Verdipapirfond
499,286
5.708
6.
NFD1, delniški podsklad
443,557
5.071
7.
Abanka, d. d.
285,463
3.263
8.
Banka Celje, d. d.
252,500
2.886
9.
Banka Koper, d. d.
230,471
2.635
10.
Total - Top ten largest shareholders
6,161,064
70.431
Other minority shareholders
2,586,588
29.569
Total - All shareholders
8,747,652
100.000
( 31 Dec 2010 )
NLB, d. d.
No. of shares in % Rank
2,056,738
23.512
1.
Kapitalska družba, d. d.
617,488
7.059
2.
Hypo Alpe-Adria-Bank, AG
615,515
7.036
3.
Probanka, d. d.
614,911
7.029
4.
GB, d. d. Kranj
542,448
6.201
5.
Skagen Kon-tiki Verdipapirfond
499,286
5.708
6.
NFD1 delniški investicijski sklad, d. d.
446,465
5.104
7.
Abanka, d. d.
285,463
3.263
8.
Banka Celje, d. d.
252,500
2.886
9. 10.
Banka Koper, d. d., dvojezična firma: Banka
230,471
2.635
Total - Top ten largest shareholders
6,161,285
70.434
Other minority shareholders
2,586,367
29.566
Total - All shareholders
8,747,652
100.000
The equity ownership structure of the Company did not essentially change in 2011 with banks prevailing as the owners as in 2010. NLB, d. d., the largest shareholder retained its 23.51% stake in Pivovarna Laško, d. d. This was followed by Hypo Alpe-Adria-Bank, AG, with a 7.07% stake, having increased its stake by 0.03% and Kapitalska družba, d. d. with the same number of shares as in the previous year. Other large shareholders include Probanka, d. d., followed by GB, d. d., Kranj, Skagen Kon-tiki Verdipapirfond and NFD 1, delniški podsklad, with at the end of 2011 possessed identical ownership stakes as at the end of the previous year. Other companies owned less than 5% of the shares of Pivovarna Laško, d. d. bearing the PILR ticker symbol as at 31 December 2011.
Equity ownership structure of the subsidiaries Largest shareholders of Radenska, d. d., Radenci (according to an excerpt from the Central
4,148,703
81.960
1.
600,000
11.853
2.
Slovenijales, d. d.
22,062
0.436
3.
Radenska, d. d., Radenci
DBS, d. d.
*
19,236
0.380
4.
Štern Blaž
4,666
0.092
5.
Slatnar Sonja
2,063
0.041
6.
Vrankar Anton
1,500
0.030
7.
Potočnik Marko
1,451
0.029
8.
4 F, d. o. o.
1,260
0.025
9.
1,164
0.023
10.
4,802,105
94.868
Camlek Marija Total - Top ten largest shareholders Other minority shareholders Total - All shareholders
259,751
5.132
5,061,856
100.000
* The ownership stake of 11.85% in the shares of Radenska, d. d., Radenci of the company DBS, d. d. is also entered at KDD. In substance, it regards a redemption right, whereby under the contract, the voting rights due to ownership by the temporary seller, that is, Pivovarna Laško, d. d. More information is given in the note
ANNUAL REPORT 2011
Pivovarna Laško, d. d.
No. of shares in % Rank
LAŠKO GROUP
( 31 Dec 2011 )
2. BUSINESS REPORT
Securities Clearing Corporation (KDD))
in the financial section of this Report, on pages 180 and 181.
59 ( 31 Dec 2010 )
Pivovarna Laško, d. d.
No. of shares in % Rank
4,748,515
93.810
1.
Slovenijales, d. d.
22,062
0.436
2.
Radenska, d. d., Radenci
13,194
0.261
3.
Kozelj Bojan
6,042
0.119
4.
GBD, d. d.
4,666
0.092
5.
Počivavšek Tadej
2,063
0.041
6.
Vrankar Anton
1,500
0.030
7.
Potočnik Marko
1,451
0.029
8.
4 F, d. o. o.
1,260
0.025
9.
1,164
0.023
10.
4,801,917
94.865
Camlek Marija Total - Top ten largest shareholders Other minority shareholders Total - All shareholders
259,939
5.135
5,061,856
100.000
The ownership stake of the parent company Pivovarna Laško, d. d. decreased temporarily from 93.810% at the end of 2010 to 81.960% at 31 December 2011.
Largest shareholders of Pivovarna Union, d. d., Ljubljana
( 31 Dec 2011 )
2. BUSINESS REPORT
Pivovarna Laško, d. d.
No. of shares in % Rank
441,617 3,652
0.810
2.
Skandij, d. o. o
384
0.085
3.
Štern Blaž
120
0.027
4.
Potočnik Marko
118
0.026
5.
Pintar Nina
100
0.022
6.
Srakar Drago
86
0.019
7.
Pivovarna Union, d. d.
69
0.015
8.
MIF Invest, d. d.
50
0.011
9.
50
0.011
10.
446,246
98.921
ANNUAL REPORT 2011
Total - Top ten largest shareholders Other minority shareholders Total - All shareholders ( 31 Dec 2010 )
Pivovarna Laško, d. d. LAŠKO GROUP
1.
May Alexander
Slatnar Sonja
60
97.895
4,868
1.079
451,114
100.000
No. of shares in % Rank
441,606
97.892
1.
May Alexander
3,652
0.810
2.
Skandij, d. o. o
384
0.085
3.
GBD, d. d.
120
0.027
4.
Potočnik Marko
118
0.026
5.
Energoplan, d. d.
100
0.022
6.
Pintar Nina
100
0.022
7.
Srakar Drago
86
0.019
8.
Pivovarna Union, d. d.
69
0.015
9.
40
0.009
10.
446,275
98.927
Laknar Frančiška Total - Top ten largest shareholders Other minority shareholders Total - All shareholders
4,839
1.073
451,114
100.000
The ownership stake of the parent company Pivovarna Laško, d. d. increased from 97.892% at the end of 2010 to 97.895% as at 31 December 2011.
Ownership stakes in Jadranska pivovara – Split, d. d.
( 31 Dec 2011 )
Pivovarna Laško, d. d. Other minority shareholders Total - All shareholders
( 31 Dec 2010 )
Pivovarna Laško, d. d. Other minority shareholders Total - All shareholders
No. of shares in % Rank
5,396,852
99.459
1.
29,365
0.541
2.
5,426,217
100.000
No. of shares in % Rank
3,255,152
99.106
1.
29,365
0.894
2.
3,284,517
100.000
The ownership stake of the parent company Pivovarna Laško, d. d. and other small shareholders in the company Jadranska pivovara - Split, d. d. increased from 99.106% at the end of 2010 to 99.459% as at 31 December 2011. The number of shares as at 31 December 2011 was greater than the last day of the previous year due to a capital increase carried out by conversion of debt into equity by the parent company Pivovarna
No. of shares in % Rank
Pivovarna Laško, d. d.
96.920
1.
Other minority shareholders
3.080
2.
Total - All shareholders
100.000
The business stake of the parent company Pivovarna Laško, d. d. and other minority shareholders in the company Vital Mestinje, d. o. o. as at 31 December 2011 remained unchanged in comparison to the previous year.
Ownership stakes in the company Delo, d. d., Ljubljana
( 31 Dec 2011 )
Pivovarna Laško, d. d.
No. of shares in % Rank
539,536
80.834
1. 2.
Radenska, d. d., Radenci
127,928
19.166
Total - All shareholders
667,464
100.000
The business stake of the parent company Pivovarna Laško, d. d. and other minority shareholders in the company Delo, d. d. as at 31 December 2011 remained unchanged in comparison to the previous year.
Balance of shares and stakes of members of the Management Board of Pivovarna Laško, d. d. in the Company’s share capital as at 31 December 2011
( shareholder )
Dušan Zorko
Membership
Mgt Brd - Chairman
No. of shares Participation in %
450
0.005
Marjeta Zevnik
Management Board
548
0.006
Mirjam Hočevar
Management Board
548
0.006
Matej Oset
Management Board
574
0.007
Total 2,120 0.024
The remaining members of the Management Board were not holders of shares of of Pivovarna Laško, d. d. as at 31 December 2011.
ANNUAL REPORT 2011
( 31 Dec 2011 )
LAŠKO GROUP
Business stakes in the company Vital Mestinje, d. o. o.
2. BUSINESS REPORT
Laško, d. d.
61
Balance of shares and stakes of members of the Supervisory Board of Pivovarna Laško, d. d. in the Company’s share capital as at 31 December 2011
2. BUSINESS REPORT
( shareholder )
Membership
No. of shares Participation in %
Bojan Cizej
Supervisory Board
3,180
0.036
Dragica Čepin
Supervisory Board
3,413
0.039
Total 6,593 0.075
The remaining members of the Supervisory Board were not holders of shares of Pivovarna Laško, d. d. as at 31 December 2011.
LAŠKO GROUP
ANNUAL REPORT 2011
Increase of share capital
62
The General Meeting of Pivovarna Laško, d. d. decided to increase the share capital of the Company through capital investments on 24 June 2011, however, the resolution was not adopted. Authorized and conditional capital
The General Meeting of Shareholders of the Company did not conclude any decisions regarding the conditional increase of shares or authorised capital in 2011. Authorization to the Management Board for the acquisition of own shares
The General Meeting of Shareholders empowered the Management Board of Pivovarna Laško, d. d. on 31 August 2009 to purchase own shares at a redemption price which could not be higher than the share price valid on the regulated market with the aim of maximizing the intrinsic value of the Company’s shares. The total number of shares obtained for the purpose described in the previous paragraph could not, together with the other own shares of the Company, exceed 10% of the Company’s share capital The authorisation of the Management Board for the purchase of the treasury shares remains valid for 36 months from the receipt of this decision, namely until 31August 2012. The Management Board may not acquire treasury shares for the sole purpose of trading. If the Management Board of the Company discovers that it no longer needs the shares obtained for the aforementioned purpose, it may dispose of them with the consent of the Supervisory Board of the Company.
2.4.3 SHARES Shares of Pivovarna Laško, d. d. with the PILR ticker symbol have been quoted on the securities market of the Ljubljana Stock Exchange since 1 February 2000 as ordinary shares. The share capital of the Company as at 31 December 2011 amounted to EUR 36,503,305 and is divided into 8,747,652 no p ar-value shares. As at 31 December 2011, 8,611,481 shares bearing the PILR symbol and 136,171 shares bearing the PILH symbol were registered in the central register of the Central Securities Clearing Corporation (KDD) in Ljubljana. The Company still has PILH shares from the ownership restructure procedure reserved for denationalization beneficiaries. If a decision is issued in favour of the denationalization beneficiary, the share changes from a PILH share to a PILR and begins quoting on the organised securities market. Reserves for own shares decreased in 2011 due to the sale of 4,156 lots of PILR to the subsidiary Pivovarna Union, d. d. and its employees and a revaluation in the total amount of EUR 251,179. Pivovarna Laško, d. d. did not acquire any treasury shares in 2011. As at 31 December 2011 Pivovarna Laško, d. d. owned 755 lots of
PILR shares, Radenska, d. d. 21,195 lots and Pivovarna Union, d .d. 2,131 lots. Treasury shares were recalculated to the listed price on 31 December 2011 and comprised EUR 11.02 per share. The decline in the values of shares had an effect on decreasing the capital of individual companies in the financial statements. Pivovarna, d .d. as the parent company has formed reserves for own shares for the total value of shares owned revenue reserves. The audited book value of PILR shares as at 31 December 2011 according to IFRS is EUR 12.50. The market value of the shares at the end of 2011 amounted to EUR 11.02, and lagged behind the book value by 11.84%. Each share gives its owner a voting right at the annual General Meeting of Shareholders and to participate in profits.
ANNUAL REPORT 2011
Average market value of PILR shares in 2011
50 40 30 20 10 0 jan
feb
mar
apr
maj
jun
jul
avg
sep
okt
nov
dec
LAĹ KO GROUP
in EUR
2. BUSINESS REPORT
by companies in the LaĹĄko Group. Reserves for own shares decreased by EUR 251,179 at the cost of other
63 ( in EUR ) Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Average market 14.16 13.06 12.44 11.59 8.55 8.34 10.47 10.89 11.37 11.81 11.85 11.36 value of shares
Book value of PILR shares as at 31 December for the period 2002 - 2011
40
24 16 8
*2011
*2010
*2009
*2008
*2007
*2006
*2005
2004
2003
0 2002
in EUR
32
( in EUR )
Book value
2002 2003 2004 *2005 *2006 *2007 *2008 *2009 *2010 *2011
22.12 23.07 22.82 20.11 21.93 26.45 20.90 14.78 14.19 11.02
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
of shares pursuant to IFRS for all years from 2002 to and inclusive of 2006 - exchange rate: EUR 1 = SIT 239.640
*
The book value of the shares changed from EUR 24.44 to EUR 20.11 in 2005 due to the transition to IFRS.
2.4.4 FINANCIAL CALENDAR FOR 2012 General Meeting of Shareholders
Foreseen for August 2012.
Entitlement to dividends
If the General Meeting decides to pay out
dividends, then those shareholders
who are entered in the share register on the
third business day following the General
Meeting are entitled to dividends.
Payment of dividends
Sixty days at the latest of the adopted decision on
the payment of dividends.
ANNUAL REPORT
64 The Company must publish the Annual Report within four months at the latest of the conclusion of the business year, namely by 30 April.
INTERIM REPORT
The Company must publish an interim report for the first six months of the financial year as soon as possible and no later than two months following the end of this period, namely by 31 August.
QUARTERLY REPORTING
The Company must also publish quarterly reports on the first three and nine months of operations (quarterly reporting). The Company must publish the quarterly reports as soon as possible and no later than two months following the end of quarterly accounting period (31 May and 30 September).
OTHER INTERIM REPORTING
Pivovarna Laško, d. d. published the unaudited unconsolidated financial statements for 2010 with notes on 15 March 2011. Pivovarna Laško, d. d. will not publish the unaudited consolidated financial statements for 2011 for in the envisaged period it will publish the audited Annual Report for 2011. The publication of unaudited unconsolidated and consolidated financial statementx is not legally prescribed or mandatory.
The Laško Group attained a growth in product sales in 2011 in comparison to the pre-
ANNUAL REPORT 2011
Sales
2. BUSINESS REPORT
2.5
markets and heightened cooperation of all companies in the Group.
2.5.1 LAŠKO GROUP Sales of the Laško Group were quite successful in 2011 despite the negative economic indicators, increasing unemployment and reduced purchasing power. The good results were the result of a more intensive presence on all markets and heightened cooperation of all companies in the Group. The long-term business development strategy of the Laško Group, which is based on the best possible supplying of the domestic market and growth in foreign markets with quality products of the Group was taken into account. Sales of the Laško Group 2011 comprised 3,652 million hl of beverages, signifying a 6.0% increase over 2010. The beer segment attained an index of 107.0, the water segment 104.2 and the non-alcoholic beverage segment 106.1.
LAŠKO GROUP
vious year. The good results were the result of a more intensive presence on all
65
Sales of the Laško Group in 2011 on domestic and foreign markets
( in hl )
Sales in 2011 Index 11/10 sales (in%)
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
SLOVENIAN MARKET
66
Beer
1,453,060 105.0 39.8
Water
922,576 103.3 25.3
Non-alcoholic beverages
453,447
Other alcohol Total - Slovenian market
100.9
12.4
844
/
/
2,829,927
103.8
77.5
FOREIGN MARKETS Beer
521,676 113.1 14.3
Water
175,604 108.6 4.8
Non-alcoholic beverages
124,344
130.7
3.4
428
/
/
822,052
114.5
22.5
Other alcohol Total - Foreign markets TOTAL Beer
1,974,736 107.0 54.1
Water
1,098,180 104.2 30.1
Non-alcoholic beverages Other alcohol Total - Slovenian and foreign markets
577,791
106.1
15.8
1,272
/
/
3,651,979
106.0
100.0
The sales and marketing activities of Pivovarna Laško, d. d. are subject to the Strategy of the Laško Group which is based on business growth and the monitoring of trends and changes on both the global and local levels. Focus in 2011 was placed on maintaining market shares in the domestic market of all segments, increasing sales in foreign markets and introducing new concepts and new sales channels while streamlining marketing inputs within the scope of set objectives.
2.5.2 PIVOVARNA LAŠKO, d. d. Quantity sales of the Laško Group in 2011 comprised 975,838 million hl, exceeding the quantities sold in the same period last year by 0.7%. A new category called “other alcohol” was also introduced which includes the apple wine called iC Cider. Increased sales on foreign markets are extremely important for the long-term development of Pivovarna Laško, d. d. where a growth of 7.3% has been recorded. The Company maintains its market share on the domestic market and despite an increase in sales and marketing activities, the worsening economic conditions had an effect on sales, reducing them by 1.5%.
Sales of Pivovarna Laško, d. d. in 2011 on domestic and foreign markets
( in hl )
Sales in 2011 Index 11/10 sales (in%)
Other alcohol Total - Slovenian market
30,488 101.6 5,125
/
3.1 0.5
844
/
0.1
707,207
98.5
72.5
FOREIGN MARKETS Beer Water
267,995 107.5 27.5 53 88.3
/
Non-alcoholic beverages
155
16.9
/
Other alcohol
428
/
/
268,631
107.3
27.5
Total - Foreign markets TOTAL Beer Water Non-alcoholic beverages Other alcohol Total - Slovenian and foreign markets
938,745 100.1 96.3 30,541 101.6 5,280
574.5
ANNUAL REPORT 2011
Non-alcoholic beverages
3.1 0.5
1,272
/
0.1
975,838
100.7
100.0
2.5.3 SLOVENIAN MARKET 1. Laško Group
The Laško Group sold 2,830 million hl of beverages in 2011, representing a 3.8% increase over 2010. Beer sales achieved an index of 105.0, waters 103.3 and non-alcoholic beverages 100.9. The growth in the share of beer sales can be predominantly attributed to the extremely successful sale of beer mixes - radlers produced in Pivovarna Union. The successful sales are the result of the unification of the sales marketing team, which operates in accordance with the long-term strategy of the Group, taking into account best practices in the Group and outside of it. Traders continued to show a preference for their own brands and promote store brands with lower prices, because they had established that brand loyalty is substantially modified upon a reduction in the purchasing power of consumers. This is under normal conditions of purchasing power satisfactory for the beer, while for water the essential element in deciding for a purchase is the purchase price. The beer market in Slovenia in terms of volume in 2011 remained at the level of the previous year (1.6 million hl). Slovenian consumers in Horeca remain loyal to domestic beer manufactures, while in stores they also purchase more favourably priced foreign beers particularly present in discount stores. Beer imports decreased by 10% in 2011 and possess a market share of 13.6%. Diminished buying power is also confirmed by the fact that the share of purchases during promotional price campaigns has significantly increased. The quantitative market share for Pivovarna Laško beer (together with its private label) in 2011 was 39.1%. The share for Pivovarna Union (together with its store brands) comprised 47.3% and imported beer 13.6%.
LAŠKO GROUP
Water
670,750 97.4 68.8
2. BUSINESS REPORT
SLOVENIAN MARKET Beer
67
2. Pivovarna Laško, d. d.
Pivovarna Laško, d. d. sold 670,750 hl of beer on the Slovenian market in 2011, which represents 71.5% of total beer sales. Beer sales on the Slovenian market were 2.6% lower than in 2010.
2. BUSINESS REPORT
Oda waters are sold almost entirely on the Slovenian market. Realisation was 1.6% higher than in 2010 and amounted to 30,488 hl. Distribution from the central warehouse increased in 2011 due to a key Slovenian buyer changing its method of supply. All the members of the Laško Group now supply this buyer from their central warehouses since 1 January 2011. Changes in the sales assortment:
LAŠKO GROUP
ANNUAL REPORT 2011
• a beer with an additive Bandidos Sun 0.33 l in non-returnable bottles (singles and six-packs) was introduced on the Slovenian market in March,
• t he sweet beverage in the Malt apple 0.33 l and Malt peach 0.33 l flavours in returnable bottles was introduced on the Slovenian market in March,
• t he beer Laško Trim 0.5 l in returnable bottles was introduced on the Slovenian market in March, • t he apple cider iC Cider 0.4 l in non-returnable bottles (singles and three-packs) was introduced on the Slovenian market in April,
• t he draft beer Laško Zlatorog in 10 l returnable SmartDraft kegs was introduced on the Slovenian market in the catering sector in April,
68 • t he sweet beverage in the Malt apple 0.5 l and Malt peach 0.5 l flavours in cans were introduced on the Slovenian market in June,
• t he Company began filling beer under the Tuš trademark in cans (singles and six-packs) at the beginning of the year,
• t he Company began filling beer under the Lidl trademark (Deep) in 1.5 l plastic bottles in March, • t he Company terminated the product Bandidos Cuba Libre. The Company increased the prices of different beers which varied for the specific products (2 - 8%) due to the growth in commodity prices. The prices of waters remained unchanged. The Company increased the number of promotions in 2011 and managed to prevent a decline in sales compared to 2010. As in all previous years, the Company managed the payment policy well in 2011, since most of the payments are secured by bank guarantees. Sales were supported through Internet marketing activities, which included strong support for the sponsoring of sports clubs (NK Maribor, Celje Laško RK and KK Zlatorog), advertising, sales campaigns, promotion, sponsorship of marketing and sales events, other sponsorships and donations.
Corporate advertising in the first half of 2011 was supported with sponsorships of sports teams and events, and participation in major events. Higher exposure was achieved regarding the sponsorship of NK Maribor, where both domestic and European matches were supported with activities at the Laško Vijol’čnem Fun Park. Together with Pivovarna Union, the Company signed a four-year contract with the Basketball Federation of
munications campaign “Flaško nazaj v Laško” (Return Your Bottle to Laško) with elements of ATL (TV ads, print media) and BTL (online communication, social networking, visualization at sales points and promotion sales in stores) communication elements. Promotional activities regarding returnable packaging were backed by a national SMS prize game in the summer with Garmin navigation systems, HP laptops, a Gilera scooter and VW Golf Cabrio as prizes. The Company continued to market the Pivovarna Laško “Poln ponosa” (Full of Pride) communication campaign, which was again supported by the (Let’s Go to the Mountains) summer campaign. Almost 7,000 walkers participated in 12 events. In 2011, the Company focused on the Laško Club brand predominantly using BTL communication mechanisms to emphasize the superiority of the beer and prestige of the premium brands. The highlight of the
ANNUAL REPORT 2011
Communication in 2011 was focused on the returnable 0.5 l bottle and backed by a comprehensive com-
2. BUSINESS REPORT
Slovenia.
the aid of print advertisements, web communications and outdoor advertising (guerrilla advertising, LPP bus branding). The campaign was supported by a variety of events in selected locations (Castle, Club Alaya, Playa, PlusMinus), in which world-famous artists of the club music scene performed.
LAŠKO GROUP
campaign was a series of events in the Horeca channel - “Premium Clubbing”, which was advertised with
In 2011 the Company launched a new brand - iC Cider. The Apple wine or cider has been produced since 2008. The Company also prepared a comprehensive communications campaign, which included ATL and BTL communication elements (TV ads, website, communications in social media, print ads, outdoor promotions, sampling, tasting) which was supported with the sale of promotional sales packages with a glass (in stores) and a series of minor and major events in Horeca (a partially mix with Premium Clubbing, appearances at the biggest Slovenian festivals, independent events). The key message of the comprehensive communications campaign was “iC Cider - 100% star entertainment” which testified to the fun and youthful brand personality and target audiences that would be addressed. The Company launched a new flavour - Bandidos Sun (orange and pink guava) as a novelty in the line of Bandidos in March, which with the aid of pressure over the accelerated network achieved a high index of distribution. The launch of the new brand was enhanced by the adaptation of the TV ad (Bandidos - For Always), online communications, print media and events in Horeca. The Company also continued the “Bandidos Freestyle assault” outdoor campaign. The Company organized the “Support Your Local Spot” campaign as a separate project in 2011, which called on action sportsmen and women to promote the local surroundings in which they practiced their sport. The campaign began running from August 2011 and will continue in 2012. In April 2012 the Company launched a new brand of soft drink Laško Malt, which consisted of two flavours (apple and peach) at the time of its launch. The product was backed by elements of ATL and BTL communication (TV ad with Luka Žviže and Marcos Tavares - brand ambassadors), print ads and online advertising. The campaign with Radio Center, connections to a number of driving schools and safe driving clubs also fell under BTL activities for the brand. Laško Malt 0.33 l bottles were later joined by 0.5 l cans and the Multipack (four-pack).
69
Druing the summer of 2011, the “Let’s go to the mountains” campaign was expanded to 12 ascents and supported with TV ads, a series of radio spots, print ads, news on the website and in the Slovenian daily newspaper Slovenske novice.
ANNUAL REPORT 2011
2. BUSINESS REPORT
In conjunction with Pivovarna Union, the Company within the scope of the European Basketball Championship prepared, organized and implemented the project “By Truck to Lithuania”, jointly acting as sponsors of the Slovenian national basketball team. The campaign was integrated with the sales promotion of Slovenian beer in Lithuanian pubs, which represented “Slovenian fan ‘points’ throughout the tournament. The project received an award for best sports sponsorship in 2011 at the SPORTO conference. In the retail segment, sales activities regarding the leasing of additional pallet spaces were supported by pallet wrappers multiple communications campaigns of Pivovarna Laško (Return Your Bottle Back to Laško, Laško Club + glasses, Bandidos & Dance Republic Open Air). In 2011 the Company modified its approach regarding the organization of the Piva in Cvetja beer and blossom successfully implementing it through a greater degree of participation. 3. Pivovarna Union, d. d., Ljubljana
Pivovarna Union, d. d., sold 1,176,842 hl of beverages in Slovenia, representing a 7,8% increase over 2010. This high growth in sales is due to a 2.5% increase in beer sales, with the Radler as the bestselling
LAŠKO GROUP
brand in 2011. The 3.3% decrease of water was the result of the increased competition from lower-price store brands and the lack of presence in discount chains, which are attaining an increasingly higher retail market share in the Slovenian market. 4. Radenska, d. d., Radenci
Radenska, d. d. sold 818.0 89 hl liters of beverages in Slovenia in 2011, which represents 82.2% of the total
70
sales volume of the Company. It generated 91.2% of its net financial realisation on the Slovenian market. Key products include water, which represented a 79.9% share in total sales volume and other non-alcoholic beverages which possessed a 20.1% share. Radenska, d. d. d. d., remains within the Laško Group as the holder of the activity of development and sale of natural mineral waters and soft drinks, on which marketing and sales activities were also focused. Price campaigns were predominantly used for the ACE, iced tea and the other brands.
2.5.4 FOREIGN MARKETS The Laško Group sold 822.1 thousand hl of beverages on foreign markets in 2011, representing a 14.5% increase over 2010. Beer sales achieved an index of 113.1, waters 108.6 and non-alcoholic beverages 130.7. Despite the difficult economic conditions that also affected the Group’s export markets, the year 2011 was very successful. The Group was also able to achieve sales growth through the intensification of work and a new strategy for joint ventures in foreign markets for both the beer segment and non-alcoholic and alcoholic beverages segments. The Company considered the formalization of Laško Group Croatia and organisation of all the necessary activities to establish Laško Group in Bosnia and Herzegovina as key steps for business success in 2011. The Group’s Export Strategy Group is to sell its products through importers with whom long term business relationships have been established, thereby ensuring the lowest possible level of risk. The Group develops long term partnerships with key customers thereby ensuring the greater visibility of its brands.
Besides selling its own brands, the Group attempts to ensure additional amounts through the production of store brands or international brands with the aim of filling production capacities and reducing fixed costs per unit of product.
Sales in 2011 Sales in 2010 Index 11/10
Bosnia and Herzegovina
96,319
Serbia
21,323 12,146 175.6
Croatia
70,566
181,596 133,438
136.5 136.1
Kosovo*
(9.347) 93.042
86,753
FYR Macedonia*
(8.694) 10.811
14,872
72.7
(3.840) 860
2,651
32.4
Montenegro* Italy Austria
282,360 263,935 107.0 44,117 39,476 111.8
Hungary
51,030 56,642
Other foreign markets
40,595
Total
107.2
37,576
822,053 718,055
90.1 108.0 114.5
ANNUAL REPORT 2011
( in hl )
2. BUSINESS REPORT
Overall sales of all beverages of the Group on foreign markets
LAŠKO GROUP
*The Group began supplying the markets of Kosovo, FYR Macedonia and Montenegro with beer bottled under the license of thePeć brewery in parentheses.
Overall sales of beverages of Pivovarna Laško, d. d. on foreign markets
( in hl )
Bosnia and Herzegovina Serbia Croatia
Sales in 2011 Sales in 2010 Index 11/10
27,015
21,333
126.6
6,346 4,418 143.6 90,888 75,971 119.6
Kosovo*
(9.347) 3.979
17,510
FYR Macedonia*
(8.694) 3.858
9,472
40.7
(3.840) 730
2,521
29.0
Montenegro* Italy Austria
115,520 101,634
22.7
113.7
8,751 7,669 114.1
Hungary
2,169 2,284 95.0
Other foreign markets
9,375
Total
7,559
268,631 250,371
124.0 107.3
*The Group began supplying the markets of Kosovo, FYR Macedonia and Montenegro with beer bottled under the license of thePeć brewery in parentheses.
Pivovarna Laško, d. d. continued its intensive sales approach and at the end of the year recorded a growth in all key markets in comparison to the previous year. The Group began supplying the markets of Kosovo, Macedonia and Montenegro through the licensed filling of the company Pivovarna Peć, thereby increasing its competitiveness in these markets.
71
Bosnia and Herzegovina
The Laško Group sold 96.3 thousand hl of beverages in the market of Bosnia and Herzegovina in 2011, which is 36.5% more than in 2010. It achieved an index of 141.2 for beer, 185.7 for waters and 129.0 for nonalcoholic beverages. The new organisation for covering and dividing the markets of the Laško Group is
ANNUAL REPORT 2011
2. BUSINESS REPORT
reflected in changed and increased sales. The Group jointly established and registered the company Laško Grupa, d. o. o., Sarajevo for the possible importation of all products of the Laško Group. The Group estimate’s that the beer market of Bosnia and Herzegovina is about 1.45 million hl, with the key competitors being Carlsberg. Pivovarna Laško sold 27,015 hl of beer on the market of Bosnia and Herzegovina in 2011 and achieved an increase in sales with an index of 126.6 compared to 2010. In 2011 Pivovarna Laško exported products to the importers (only draft beer) and a smaller amount of Kaltenberg filled under license to the importer Pivovarna Banja Luka. The decline in sales of previous years was reversed in 2011. Serbia
The Laško Group sold 21.3 thousand hl of beverage on the Serbian market in 2011, showing a 75.6% increase over 2010. It achieved an index of 162.9 for beer, 134.4 for waters and 211.0 for non-alcoholic beverages. Pivovarna Laško sold 6,346 hl of beer in Serbia in 2011 and achieved an increase in sales over 2010 with an index of 143.6. The Group collaborates with the following importers of Paško beer on the Serbian market:
LAŠKO GROUP
MV Sistem Beograd, SM Group Beograd (only draft beer), Union Company Sremska Mitrovica (only draft
72
beer); the Group ceased collaboration with the importer Vegro Company from Novi Pazar. The declining sales trend was reversed in 2011. The Group also acquired a new customer IDEA, d. o. o, Belgrade to import the private label K Plus. The Group estimates the size of the Serbian beer market to be 5.23 million hl with key beer competitors comprising Jelen, Lav and Tuborg. Croatia
The Laško Group sold a 81.6 thousand hl of beverages on the market in Croatia in 2011, showing a 36.1% increase 2010. Its index for beer was 205.3, for waters 90.6 and for non-alcoholic beverages 61.7. The Laško Group established the company Laško Grupa, d. o. o., Zagreb, which excellently mplements the policy of the joint presence of the Laško Group in the market. Radler Union contributed considerably to the good results obtained in the market which the Group successfully launched the shelves of major retailers and restaurants. It also signed a contract with Croatia’s largest retailer Konzum, enabling the Group to present all its leading products on the retailer’s shelves. Pivovarna Laško sold 90,888 hl of beer on the Croatian market and achieved an increase in sales with an index of 119.6 with respect to 2010. In 2011 Orbico, d. o. o., Zagreb, which is an importer of Laško beer for the Croatian market, also became an importer of Kaltenberg beer and private label beers of Konzum. The Group prepared the beer TBZ Adria Grejp - radler grapefruit flavour, filled in basic 0.5 l cans for Croatia’s largest retailer Konzum. The size of the Croatian beer market is estimated to be 3.2 million hl with the key beer competitors being the breweries Zagreb, Karlovec and Carlsberg Croatia. Republic of Kosovo
The Laško Group sold 93.0 thousand hl of beverages is on the market of Kosovo in 2011. It achieves an index of 25.8 for beer (changed distribution in 2011), 106.7 for waters and 143.9 for non-alcoholic beverages. The size of the Kosovo beer market is estimated to be 340 thousand hl with the key beer competitors comprising Nikšič and Skopje.
Pivovarna Laško sold 3,979 hl of beverages on the market of Kosovo in 2011. This is a market where sales of Laško beer have stabilized in the past years. In the beginning of 2011 the Company adopted the decision that Pivovarna Peć brewery would bottle the Zlatorog brand name under a license for the markets of Kosovo, Macedonia and Montenegro. This has increased competitiveness by reducing transport routes and greater
Pivovarna Union sold the most non-alcoholic beverages in Kosovo, namely 76,345 hl, which is 44% more than in 2010 and 59% more than planned. FYR Macedonia
A total of 10.8 million beverages were sold on the Macedonian market in 2011. It achieved an index of 46.9 for beer (changed distribution in 2011), 86.5 for waters and 222.6 for non-alcoholic beverages. Pivovarna Laško sold 3,858 hectoliters of beer on the market of Macedonia in 2011. The Group also began supplying this market with licensed filled beer under the Zlatorog brand from Pivovarna Peć, thereby increasing competitiveness and flexibility by reducing transport routes. This sale is not included in the above amount. The Group is present in the hospitality industry and in all medium and large retail systems. Two multinational companies produce beer for retail, Heineken (SAEP) and Carlsberg (Prilep). The size of the Macedonian beer market is estimated to be 680 thousand hl with the key competitors comprising the brew-
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present in both the hospitality industry as well as in all retail systems in Kosovo.
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flexibility. This sale is not covered by the above amount. Pivovarna Laško bottles special types of beer. It is
Montenegro
The Laško Group sold 860 hl of beverages on the market of Montenegro in 2011. The Group achieves an index of 29.0 for beer (changed distribution in 2011) and 100 for waters. Pivovarna Laško sold 730 hl of beer on the market of Montenegro in 2011. The Group began supplying this market also with the licensed filling of beer from Pivovarna Peć, thereby increasing its competitiveness. This sale is not included in the above amount. In the past the Group’s products were only present in the hospitality industry and the retail chain, Mercator. The Group did not cooperated with the Delta chain due to excessive positioning costs and payment defaults. The situation improved in 2011, both with regard to the Group’s entry into a retail chain (Delta was acquired by a foreign retail chain) and the acquisition of a competitive edge and product assortment due to the licensed filling in Pivovarna Peć. The size of the Montenegrin beer market is estimated to be 340 thousand hl with the key beer competitors comprising the breweries Nikšič, Apatin and Carlsberg. Italy
The Laško Group sold 282.3 thousand hl of beverages on the market in Italy in 2011, representing a 7.0% increase over 2010. It achieved an index of 105.4 for beer and 113.1 for waters. The volume of beer sales in Italy was 1% lower than the same period last year and 18% higher than planned. Pivovarna Laško sold 115,520 hl of beer on the market in Italy in 2011 and achieved an increase in sales with an index of 113.7 over 2010. In 2011 the Company managed to increase sales of own brands by 23%, the result of a more intensive presence on the Italian market in the “retail” segment. Pivovarna Laško also performs activities connected to the manufacture and filling of Ceres Top Beer Pilsner for the Danish Royal Unibrew brewary. Ceres Top Beer Pilsner is for sale only in the Italian market. Sales of Ceres Top Pilsner amounted to 71,000 hl in 2011. The size of the Italian beer market is estimated to be 16.9 million hl with the key competitors comprising Moretti, Peroni and Dreher. Pivovarna Union has ceased cooperation with the buyer InBev Italia, for which it bottled Tennent’s beer under license, so that the quantities of Tennent beer in the first half of last year affect the comparison with
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eries Skopje, Prilep and Kamenica.
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sales in the past. Sales of other private label companies in Atlanta in 2011 almost compensated for the loss of Tennent’s beer. Sales of commercial and foreign brands of beer decreased by 3% over 2010 and were 56% higher than planned. Sales of Union beer by 3% Higher than sales in 2010 and 19% lower than planned.
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Radenska sold 49.8% of total sales in the European Union in the Italian market. More activities and a constant presence in the market led to a growth in sales of 13% compared to 2011. Austria
The Laško Group sold 44.1 thousand hl of beverages on the market of Austria in 2011 showing an11.8% over 2010. It achieved an index of 121.8 for beer, 109.4 for waters and 107.8 for non-alcoholic beverages. Laško the Austrian market in 2011 sold the 7.8 51 hl of beer and about an increase in sales with an index of 114, according to a 2010. The increase in sales in 2011 was due to more intense acts primarily in Pivovarna
ANNUAL REPORT 2011
Laško draft beer segment. The size of the Austrian beer market is estimated to be 8.2 million hl with the key competitors comprising Puntigamer, Goesser and Stiegl. Hungary
The Laško Group sold 51.0 thousand hl of beverages on the market in Hungary in 2011, reflecting a 9.9% decrease over 2010. It achieved an index of 90.4 for beer and 121.0 for waters.
LAŠKO GROUP
Pivovarna Laško sold 2,169 hl of beer on the market in Hungary in 2011. Sales were slightly lower with an index of 95.0 compared to 2010. The size of the Hungarian beer market is estimated to be 6.5 million hl with key competitors comprising Borsod, Dreher and Soproni. Other markets
The Laško Group sold 40.6 thousand hl of beverages on other markets in 2011, reflecting an 8.0% over
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2010. Pivovarna Laško sold 9,375 hl of beer on other markets in 2011 and achieved an increase in sales with an index of 124.0 compared to 2010. Pivovarna Laško commenced selling its products on the markets of China and England in 2011. Other markets in which beer sales were recorded: Malta, Canada, Latvia, Switzerland, USA, Australia, Slovakia, Romania, Sweden, Germany, Poland, Czech Republic, Netherlands and United Arab Emirates.
The Company is continuing joint operations with procurement offices in the Laško
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Supply flows
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2.6
fects. Good and correct relations among the Group’s members, a common and unified approach and continuous communications with suppliers is the route we will take..
LAŠKO GROUP
Group which in past years has shown good results and brought certain synergy ef-
The Group’s position on the procurement market again completely changed in 2011. Following a somewhat poorer offer in 2010, the offer of all types of materials improved considerably in 2011. The supply of all the basic commodities was good in 2011 with surpluses again arising on the market (hops, malt, corn meal, etc.). Despite a large enough supply and peaks in the upstream market, the global prices of raw materials for our products increased significantly, which is sometimes difficult to grasp. The real cause for the rise in raw materials for beer and sugar is not known. The rule that prices decline upon increased demand apparently no longer applies. The only raw materials where a fall in prices was recorded in 2011 were hops and hop extract. The annual harvest of agricultural products was extremely varied throughout the European Union due to climatic events. Better results were recorded in Eastern Europe (Czech Republic, Slovakia, Ukraine) and in France, but poorer results were recorded in Central Europe (Germany, Austria, Hungary). An interesting situation arose with regard to corn meal, because the Group is 100% dependent on the Serbian market. Alongside very good quality and large quantities, the price in this market is 10 - 20% lower than that in the EU. Global trends in the plastics market led to dramatic price changes in 2011. The last three months of 2011 saw a substantial drop in the prices of these materials (over 20%). Forecasts for early 2012 envisage a renewed price incline, a forecast which was also prepared for all other raw materials. The general economic situation in Slovenia and continued resolution of problems at Pivovarna Laško, d. d. also had a negative effect on supplier confidence in 2011. The poorer liquidity situation with belated payments of obligations and uncertainty regarding the future has awakened a certain fear and uncertainty in suppliers. The Company is confronted with the fact that increasingly more suppliers are requiring some
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tpye of guarantee instrument for receivables or are setting up debt limits. Due to its correct relationship with suppliers, many of whom have been the Company’s partners for years, the Company is already receiving a normal supply. In 2011 it managed to negotiate longer payment deadlines with the majority of suppliers.
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Sincere discussions and constant contact with suppliers are important. Despite the amount of problems encountered, the Company was able to ensure all raw materials and repromaterials in 2011. The Company is continuing joint operations with procurement offices in the Laško Group which in past years has shown goods results, bringing certain synergy effects. The benefits highlighted in past years no longer apply due to events which are known to all. Good and correct relationships among the Group’s members, a joint and unified approach and ongoing communications is a path the Company intends to follow. These measures and improvement of the general situation will
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ANNUAL REPORT 2011
enable the Company to gain back supplier trust which is nevertheless still good. Despite poorer operating conditions in 2011, the Company managed to retain all its suppliers. The Company managed to manage costs in 2011 by reducing and optimizing inventories and accelerating savings with regard to the procurement of required materials. The Company managed to retain the costs of supplied materials on an index of 102 in 2011 despite the unfavourable market situation and considerably changed product structure. With regard to operations regarding the maintenance of a human-friendly environment the Company will invest a lot of effort into using ecologically suitable materials which preserve the natural environment in its natural state to the greatest extent possible. In the procurement processes this predominantly involves manipulation of various types of packaging comprised of a variety of materials and the collection and recycling thereof. Priority must comprise the use of lighter packaging, use of all types of packaging with the addition
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of recycled materials and the like. Raising environmental awareness is a constituent part of the Company’s operations.
Despite economic and liquidity problems, the Company managed to successfully pro-
ANNUAL REPORT 2011
Production
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2.7
at the same time introducing several important novelties which confirm the developmental orientation and innovativeness of the development teams of the Group.
Strategic guidelines in the areas of production, maintenance, investment, energy and ecology of the Laško
LAŠKO GROUP
duce and fill an entire assortment of products in the companies of the Laško Group,
Group are based on achieving optimum productivity, a balance between flexibility and efficiency of individual components of the production process, achieving synergies among group companies, the integration of information technology in manufacturing processes, possibilities of modular extensions of certain production sets and investments that will bring the highest possible return on invested capital. Thus, the Group again continued in 2011 with a development and innovation orientation in all fields of beverage technology and consistently fulfils objectives in the context of sustainable development to the greatest extent possible given the difficult financial situation of the Group. Despite economic and liquidity problems, the Company managed to successfully produce and fill an entire assortment of products in 2011, at the same time introducing several novelties which confirm the developmental orientation and innovativeness the development teams of Pivovarna Laško. The Group is especially proud of the outstanding sales success of Radler from Pivovarna Union and the gold medal for Laško pivo awarded at the international beer assessment Monde Selection which only confirms the Company’s focus on the highest standards of quality. The numerous years of joint effort with procurement in the selection of superior raw materials and beer production materials has borne results. Time and time again the Group is pleased to find that the quality standards of Pivovarna Laško exceed the norms and standards of suppliers, who supply products or render services also to world-famous companies in the branch In accordance with the optimization and rationalization of product lines objective, the Group attempted by optimising the time required for the realisation of orders of products and stocks and logistic processes to achieve better utilization of capacity, and at the same time combine the production of programs wherever possible so as to establish bases for future investments by individual companies of the Laško Group. The Group continued optimising the consumption of materials and resources, and strives to achieve all the savings objectives set forth in the five-year project fro 2010-2014. The Group also attained extremely favourable conditions for the purchase of electricity for the whole group and the synergy effects of a multi-year gas lease.
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Through energy management projects and the establishment of full control over the use of individual energy products, the Group achieves a lower specific energy consumption of each energy source and, consequently, lower costs, despite the fact that energy prices depend on stock market conditions.
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In the research and development field, the Group also continues to perform research involving the introduction of new sales articles, packaging materials and the most important raw materials for production. One of the most important activities is the energy and environmental optimization of production processes that the Group has implemented together with recognized Slovenian institutes and established providers of such services.
2.7.1 PIVOVARNA LAŠKO, d. d.
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In 2011, the production capacities of the places to brew beer were exclusively reserved for the brewing different types of wort. The new light beer Laško Trim with a 2.5% alcohol content began production in the first half of the year for the needs of the market. To customer needs in product mix, The Company introduced beer for Lidl, Konzum and TUŠ into its
LAŠKO GROUP
production programme due to consumer needs as beer for two potential buyers on the Italian market on a trial basis. The entire wort hop production was 1,040,011 hl. In the second half of the year, the Company also produced a special beer called Club Premium which was intended for exclusive bottling in glass bottles. No larger problems were recorded in the production process other than variations in the quality of malt of one of its major suppliers.
78 Due to poor customer demand for the product Ic Cider, the Company decided to modify the organoleptic, which was well received. Activities were undertaken all year to optimize the production processes (CIP systems, exchange of assets with a view of reducing environmental burdening, etc.). A great deal of time at technological and technical collegiums was devoted to mutual problem solving and the realization of solutions. Topics also covered problems of the HACCP system. A very important segment in terms of ensuring product safety are activities in the field of maintenance equipment, mainly the servicing of the valves of fermentors and other functional parts of production. We also educate employees, especially those working in key positions such as production maintenance and quality control. In October 2011 the Company successfully implemented re-certification of HACCP in the areas of water resources and complete production and filling. First an assessment by the buyer Konzum was implemented with controls also implemented by inspection services in the sectors of veterinary, health, metrology and ecology. No unconformities were found. The Company continued cooperation activities with catering schools and caterers for the purpose of raising the treatment of draft beer and handling of beer on the market in general. The number of reclamations was insignificant. They are still more of a technical nature with the predominant cause related to an expired date of use.
The introduction of reclamation resolution and classification via the SAP information system will enable a more accurate insight into the statistics and type of complaints. In 2011, the optimisation of the production of Zlatorog beer at the Peć brewery (Birra Peja) was also imple-
Due to limited PET filling capacities at the Company’s filling line, the filling of beer into 1.5 l and 2 l bottles is being carried out at Proan, d. o. o., Slovenske Konjice. Cooperation with institutions
The task “effect of successive application of the yeast Saccharomyces Pastorianus” was realised in collaboration with IHPS Žalec and the Biotechnical Faculty. SŠTG Maribor secondary school invited the Company to cooperate with them within the scope of an adult part-time education called”sommelier”, where the Company presented all the necessary skills in the field of production and cultures and serving and drinking of beer. Maintenance and energy engineering
As every year until now, the Company meets the technical needs of production and bottling beer in the
ANNUAL REPORT 2011
market requirements.
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mented. Regular visits of experts and constructive cooperation of both sides ensure a product that will meet
garding preventive works. Curative maintenance interventions generally arise during the main production season upon full utilization of the production equipment. In accordance with the implementation of preventive maintenance, plans were followed to streamline
LAŠKO GROUP
field of maintenance and energy. The operational work is performed in line with predetermined plans re-
costs and closely monitor the realization of expenditures. The realization of preventive maintenance was performed in its entirety, with the consumption of financial assets lower than planned and also lower compared to previous years. With regard to the overall money spent on maintenance in 2011, Pivovarna Laško has an index of below 100 compared to the previous year. A part of the rationalization is based on minimizing the costs of building maintenance; otherwise its predominant purpose is to optimise the use of funds for maintenance. The fact that machinery and equipment require more maintenance from year to year to ensure productivity is one we cannot ignore. Therefore, in accordance with the five-year plan of investment, it will be necessary to gradually restore the equipment, otherwise the cost will increase for maintenance and the physical condition of equipment will become smaller and require more energy. Energy production and consumption is projected at the level of the previous year. An increase in energy costs, largely due to increasing prices of basic energy has also been noted. Thus the Company and production’s task is the rational use of energy in both the manufacture and filling of beer. In addition to essential maintenance, all required inspections for both energy and work process devices were carried out in accordance with legislation.
2.7.2 PIVOVARNA UNION, d. d., LJUBLJANA In 2011 Pivovarna Union produced 943,855 hl of beer. This figure only shows produced beer and does not include the share of fruit juice in radler beer mixtures. The radler beer mixtures of Pivovarna Union received a great response in 2011 not only in Slovenia but also on the markets of neighbouring countries and the Balkans. Therefore, the Company continued to develop new flavours in 2011, which is the only way of continuing the sales success story.
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Many development efforts have been made to maintain and improve the quality of beer produced in Pivovarna Union Successes in the field of quality can be seen in the laboratory results, where very good results regarding the stability of beer and very stable results of other quality parameters and microbiological results
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were achieved. House degustations also showed improvements in the aroma and flavour stability of beer. Much effort has been directed at achieving savings in production without compromising the quality of any product. In this way the Company continues to optimise water consumption, which has implemented successfully for several years. Savings were also recorded for energy consumption and wastewater quantities. In addition to beer produced in Pivovarna Union, the Company also assumed and filled 12,124 hl of Bavaria beer for the Croatian market thereby continuing the already traditional cooperation with the established Dutch brewery.
ANNUAL REPORT 2011
In 2011 the Company also continued with the filling of Mercator beer in plastic bottles in Pivovarna Laško. A portion of the bottled beer production for retail chains has already been fully relocated to the Birra Pej brewary. In 2011 a few technological problems regarding quality deviations raw materials, were recorded but the quality of the finished products were not affected. Following problems with the quality of corn meal at the beginning of the year, the Company carried out a thorough review and assessment of the facilities of both
LAŠKO GROUP
suppliers of corn meal from Serbia, with no variations recorded anymore. Some technological problems with the malt during the summer months were observed, so it is necessary to continue with the assessments of suppliers of raw materials, materials and production materials. A total of 1,550,304 hl of beverages was bottled on the filling lines of which 1,041,776 hl comprised beer and Radlers, 432,091 hl soft drinks and 75,483 hl Zala water. All requested sales quantities were ensured which
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has been growing in line with the growth of quality of its products. The Company consistently maintains acquired standards: ISO 14001, ISO 9001, NSF, IFS and HACCP. Maintenance and energy engineering
The Maintenance Department plays a very important role regarding the current state of the equipmentDue to minimum investments in new technological equipment, more and more maintenance interventions are required. The most sensitive is the area of electronics and control systemsFewer and fewer spare parts are available for the old controllers. They are available but only repaired ones with new controllers almost non-existent. For this reason, the bridge on the filling line for S4 returnable packaging, a few sets in the shelves warehouse and in the place for brewing were renovated. Demanding work is performed by external contractors. The aim in future is to elevate the professional level of maintenance in the field of industrial process informatics. The Company regularly monitors the costs of services and use of materials, which considering depending the age of the technological equipment remains at an acceptable level. Energy audit
In 2011, the Company opted for an energy audit of technological processes; the project was conducted jointly with external parties. The inspection of Pivovarna Union was oriented towards an integrated definition of its energy status and opportunities on one hand, and the implementation of recommendations for effective energy use on the other. The estimated savings annually amounts to 3,000 MWh/ year. Measures implemented in 2011:
• t ransition to tariff measurement, • optimisation of the preparation of sterilized water on the PET2 line, • o ptimisation of the operation of the air conditioning systems,
• i ntroduction of systematic energy management in conjunction with the upgrading of the power control information system,
• o ptimisation of the operation of technological filling lines, • r econstruction of the energy system in the boiler rooms, • c reation of a systemic approach for increasing the utilization of waste heat in the Company, • r eduction of heat losses.
2.7.3 RADENSKA, d. d., RADENCI Although the overall economic situation is anything but encouraging, Radenska can be proud of the fact that it was able to satisfy all quantitative and technological requirements for products for sale. As the volume of sales this year was 6% higher than sales in 2010, the company also produced 6% more products than in
ANNUAL REPORT 2011
Some of the objectives the Company desires to achieve in 2012:
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• o ptimisation of the operations of the cooling of the combined cellars.
ages. Productivity also increased by 5.5%. Given the increase in production and sales, the situation in terms of costs is less encouraging for in actuality all the energy products and raw materials are becoming more expensive in line with global trends, which
LAŠKO GROUP
the previous year, ie. 102.5 million litres of natural mineral, spring and table waters and non-alcoholic bever-
is also being felt in decreased cost effectiveness.
81 The company’s operations are also monitored through the realization of objectives and indices from an environmental perspective with the aim of reducing energy consumption per unit, which consequently also has economic effects. In 2011 the company also managed to reduce its consumption of electricity, natural gas, and nitrogen per unit of output, whereas the consumption of process water, butane, CO2 gas, detergents and disinfectants was slightly above the specific energy consumption per unit of 2010.The increase in the use of some of these elements affects the product structure which partially changes each year, consequently leading to periodic fluctuations in the consumption of energy and raw materials. The extensive preventive action in the area of cleaning equipment, production technology and facilities due to the microbiological aspects of adulterated sugar also contributed to the increase in consumption of detergents and disinfectants in 2011. Although the company has managed to restrict the problems through preventative action, costs and resources spent on chemical agents and cleaning itself and use of technological water have increased. The synergy effects of the joint operations of the Laško Group can be felt with regard to the supply of energy, particularly electricity, natural gas, and the procurement of certain raw materials, materials and resources since the Group has more pull with suppliers due to larger quantities supplied. The company lagged slightly below the results from the previous period in the area of standstills and yield with respect to the bottling of non-alcoholic beverages. Production standstills most often due to intermediate goods, mainly due to overall trend of saving and thus the impoverishment of certain production materials, thus increasing the chances for error thereby causing additional delays in production; additionally the increased number of standstills is caused by increasing older equipment, small batch production and an ever wider assortment of products.
Indicators of reclamations in 2011 indicate a slight increase in the indices. Reclamations are measured as a percentage of reclamations to the value of invoiced sales of products. Reclamations increased compared to 2010. No larger reclamations were received from customers however there were some individual cases regarding various products and due to different reasons. The bulk of the irregularities had already been re-
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moved by Radenska itself meaning that these reclamations were of an internal nature and were not perceived by the consumer. A major proportion of “small” reclamations represent reclamations of products filled on the aseptic lines. The cause of these complaints was of a microbial nature resulting from problems with raw materials as well as filling equipment which is already obsolete. These represent products filled without preservatives making them very sensitive to the smallest of irregularities. The company was able to decrease these reclamations considerably through on the aseptic lines and also smaller investments implemented in 2010 and 2011. A great number of reclamations also arose due to expired dates of use. The aforementioned problem is due to the fragmentation of the product range and sales of small quantities of certain products. These issues are being resolved through the discontinuance of quite a number of products in 2012, which in
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the past few years proved most critical and displayed poor sales.
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In 2011 inspections of the company were carried out by the environment and spatial planning inspector, health inspector, energy inspector and mining inspector, the last of which was performed due to the classification of springs natural mineral waters under the mining heading. All inspections were passed without incidence. The environmental inspector only submitted a decision regarding completion of the application on the use of all waters by Radenska and an inspection of the wastes generated in drilling wells. In the field of equipment and building maintenance, the company achieved a 4% reduction in the costs of service and spare parts thorugh a streamlining policy, which is a remarkable accomplishment. Considering the condition and age of the equipment and investments in the last five years which had been halved in comparison to previous periods, this was a result the company did not dare even plan. The company has been practicing so called self-maintenance in the last few years meaning that it is attempting orient machine and equipment operators into thinking and action, not only operating equipment, but also maintaining them. This has ked to staffing problems in the area of maintenance. The new orientation is being slowly enforced, but with satisfactory results. However, the company is faced with the problem of “rejuvenating” personnel and replacing employees who have retired in all areas. Equipment is becoming increasingly more complex, requiring adequate staff. The average age of employees at Radenska is 47.5 years.
2.7.4 VITAL MESTINJE, d. o. o. In 2011 the company filled132,543 hl of beverages, which is 10% less than the previous year. The primary objective now and in future periods is the rationalization of production. So in 2011 the company managed to halve the wastage resulting from preparation is final filling. It also decreased electricity and heating oil consumption. Production was increased by 6%, a result which is partly a reflection of investment in modern filling equipment, which was completed in 2010. The company consistently strives to ensure fuller implementation of the guidelines of the HACCP system. The company has undergone an external audit of the production facility pursuant to the HACCP system by the buyer Hofer for the second year in a row, Various inspection controls have been implemented, but no deficiencies were found. In the area of maintenance and energy, the company was able to realize all activities that were set for this period. These predominantly include regular annual servicing of key equipment. The main objective for the future is the rationalisation of energy use.
The main focus in the development of new products was on new PET packaging, which was implemented into the product assortment. This regards plastic bottle with 38-15 threads. The company launched two new flavours of Frupi in the 1 litre new plastic bottle, five flavours for the Tušbrand in 1, 5 l plastic bottles, two
Vital ensures continuous control from input materials to the output of finished products by maintaining an overview over complete processes. Inputs are carefully chosen according to previous patterns. Great emphasis is dedicated to the preparation of products in line with manufacturing specifications for each beverage and for each batch separately. No deviations from the standards were recorded. Physical, chemical and microbiological controls are carried out regularly on a daily basis. A total of 4021 microbiologi-
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flavours of the Spar brand and eight products in classic PET packaging.
LAŠKO GROUP
To achieve good results, the company abides by the principles of HACCP and good manufacturing practices.
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cal samples were analyzed in 2011.
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2.8 Quality control
In 2011 we successfully completed a project to introduce the SAP QM module for
LAŠKO GROUP
the work of the quality departments of Pivovarna Laško, Pivovarna Union, Radenska and Vital.
Internal control over quality and security was implemented in all companies in compliance with the requirements of applicable laws and internal regulations in 2011. Appropriate remedial and corrective actions were taken if discrepancies were found, to eliminate risks or reduce them to acceptable levels.
84 In 2011 the Group successfully completed a project to introduce the SAP QM module for the work of the quality departments of Pivovarna Laško, Pivovarna Union, Radenska and Vital. The module will allow the Group to further accelerate the processing and analysis of the results of its laboratories and even more facilitate traceability from the raw material to the finished product or in the event of any reclamations in the opposite direction.
2.8.1 PIVOVARNA LAŠKO, d. d. In 2011 the Quality Control Department continued to perform its work in accordance with the prescribed control plans. New control plans were defined for each new product however this did not present any major problems for the experienced teams of the quality control departments. Due to the development and introduction of new products (Peach Malt, Apple Malt, Lemon Lime Laško, Laško Orange and various licensed and bottled beer store brands), a corresponding increase was made to the scope of analysis and control. The Group followed the regular planned controls of intermediate materials, entry raw materials, phasal, water analysis, intermediate products (beer and non-alcoholic beverages – lemonades), by-products, final products, water analytics and developmental analytics without any incidences. EBC analytics, MEBAK methods, methods prescribed under current regulations, own methods, and of course compliance with HACCP principles and good laboratory practices serve as the base for good analysis. The Group participates in regular laboratory collaborative schemes BAPS (Beer) and MAPS (malt), QWAS (water), where it achieves very good results in the areas of both chemical and microbiological control.
Except for the constant poor quality of German malt and minimal deviations in corn meal, there was no evidence of major changes in the results of analyzes compared to the previous year. Intermediate materials mainly meet the required standards (with the exception of capsules and sometimes labels).
Lapko Lemon Lime) and easement bottling for the company Proan, d. o. o., (Zlatorog beer, Lidl Deep) commenced in this period. The appropriate microbiological control was introduced in all production and filling lines to ensure product safety. The Company attained adequate microbiological quality of its products in 2011 thereby also ensuring the appropriate safety of its products. More than 24,900 samples were processed by the microbiological laboratory in the period from 1 January to 31 December 2011 (source: Plilllis system, Pivovarna Laško). Much attention was also paid to the schooling of the in-house tasting group in 2011. The Company has been collaborating with the British company Flavor Activ for a number of years. The training of tasters continued within the comparative scheme of global breweries to confirm the skills and regular training of
ANNUAL REPORT 2011
ing water within the scope of the water distribution system were monitored by the microbiological laboratory. The bottling of new products (Trim Laško, Laško Malt Apple, Laško Malt Peach, IC Cider, Laško Orange and
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The microbiological state of beer production and filling, filling of spring waters, final products and drink-
necessary part of providing quality products and thus ensuring consumer satisfaction. In 2011 much effort and energy was also invested in the construction and deployment of the new SAP information system - Q-module M, which will entirely replace the existing TQM information system on
LAŠKO GROUP
professional tasting groups. The Company is aware that the great attention devoted to sensory controls is a
1 January 2012
85 The quality of products of Pivovarna Laško is always positioned at the forefront as a competitive advantage. Therefore, consistently high quality is gaining in importance.
2.8.2 PIVOVARNA UNION, d. d., LJUBLJANA Pivovarna Union, d. d. successfully passed certification for four standards that govern its business. These are: the ISO 9001, ISO 14001, NSF and IFS standards. The International Food Standard (IFS) is the most difficult to assess. The inspection is carried out three days, largely in the manufacturing facilities, warehouses and workshops. The company achieved a higher level in the assessment, i.e. over a 95% success rate. With a growing share of brands, large retail chains showed the need for uniform criteria for evaluating suppliers. In 2002, the German Trade Association (HDE - Hauptverband des Deutschen Einzelhandels) began designing the IFS standard. This standard was subsequently adopted by the French and Italian trade associations. IFS is a standard recognized by the GFSI (Global Food Safety Initiative) - a non-profit association that ensures the comparability of standards based on criteria of food safety. The IFS standard combines the standard requirements of the HACCP Codex Alimentarius as well as the rules of good business and good hygiene, traceability and labelling of food. In order to prevent problems in the production process and consequently reduce costs, in 2011 the company assessed the production of corn meal at one of its suppliers and as each year, monitored the briquetting of hops for its needs. It also assessed one of the two main suppliers of bases for the production of non-alcoholic beverages and performed an inspection at the premises of the the manufacturer of labels and manufacturer of EURO pallets.
Quality, food safety and environmental protection at Fructal, d. d. are maintained with the aid of three systems according to the ISO 9001:2008, ISO 22000:2005 and ISO 14001:2004 standards. All three systems are integrated into a single system that covers all business processes. The systems are also helpful during external inspections by customers and inspection supervisors who, in 2011 rated the operations of Fructal, d. d.
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extremely positively. In 2011 Fructal, d. d. also successfully passed the aforementioned assessments as well as assessments of ISO 9001, ISO 14001, and ISO 22000 for product safety and two more specialized standards: SGF which confirms that Fructal is a manufacturer of genuine fruit juices and SI-01-ECO for the BIO line. The company Fructal Mak, a. d., Skopje, which possesses the ISO 9001:2008 and HACCP certificates successfully, passed the external assessments in the autumn of 2011. The HACCP assessment did not show any discrepancies with recertification planned for November 2012.
ANNUAL REPORT 2011
2.8.3 RADENSKA, d. d., RADENCI The quality control department of Radenska d. d. operates in three laboratories to ensure the quality and control of its products. Before the final release of products onto the market, analyses are always carried out to confirm the suitability of the products. In 2011 quality control was confronted with staffing problems. Consequently, it had to adjust the scope of
LAŠKO GROUP
implementing control on intermediate processes and finished products. The year 2011 was also marked by preparations for the introduction of the quality control module-QM module. Workshops led by the representative, Sapphir were held in the period from March to June. A system was set up within the scope of the workshops to optimally cover all processes in all quality control departments in the Laško Group. The company followed a “blue print” in June which had been prepared following
86
numerous adjustments. This was followed by the transfer of master data on quality control in October and the successful completion of the QM project in December. As a result, a system for inputting, monitoring, processing and archiving all data and results of analyzes carried out as part of quality control was established also in Radenska. The largest proportion of reclamation in 2011 represented complaints regarding as a result of expired dates of use. These are followed by technological reclamations and complaints as a result of microbial malfunctioning. The company manages to resolve the majority of technological problems before products are released for sale through real-time problem solving. In addition the company also noted quite a number of reclamations regarding intermediate materials in 2011 whereby the manufacture of labels should be highlighted. Quality control assurance is carried out in 3 laboratories:
• i nput control of intermediate materials, raw materials, PET materials, the design of prototypes, • c hemical control, •m icrobiological control. As each year to date, assessments were carried out by Pepsi Cola as well as an internal and external audit of ISO standards and HACCP in 2011. The Pepsi assessment was carried out by a U.S. certification company authorized by Pepsi Cola - AIB. During the assessment mainly minor inconsistencies were identified. Discrepancies were resolved within the envisaged deadlines and a report on corrective measures implemented sent to Pepsi. Prior to the regular assessment, an assessment was first made by a representative of Pepsi Cola. The representative checked the conformity of documentation and certificates to the requirements of Pepsi. Pepsi has
a requirement that all suppliers must be approved by Pepsi Cola. This means that all supplied raw materials and intermediate goods used for filling Pepsi products must be accompanied by appropriate documentation: COC/COA. Larger deviations were not observed.
for consumers, selection of quality and verified suppliers, compliance with statutory requirements regarding internal controls, performance of required analyses to verify compliance, etc. The aforementioned must be established and upgraded in all areas and all levels also in the future.
2.8.4 VITAL MESTINJE, d. o. o. Vitalu ensures continuous control from the input of raw materials to the output of finished products by maintaining an overview over the complete process. Inputs are carefully chosen according to previous patterns. Great emphasis is dedicated to the preparation of products in line with manufacturing specifications for each beverage and for each batch separately. No deviations from the standards were recorded. Physical, chemical and microbiological controls are carried out regularly on a daily basis. A total of 4021 microbiological samples were analyzed in 2011. To achieve good results, the company abides by the principles of HACCP and good manufacturing practices.
ANNUAL REPORT 2011
The quality of its products is one of the basic principles of the company: concern for a health care products
LAŠKO GROUP
required for the sale of products in certain foreign retail chains. The inspection in 2011 was made at the request of the buyer, the Hofer retail chain. The audit was successfully completed with no discrepancies found.
2. BUSINESS REPORT
In 2011, assessment of the IFS standard was performed for the second time. This is a certificate which is
87
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.9 Investments
The objective of implementing both investment and maintenance projects is to achi-
LAŠKO GROUP
eve the optimal performance of filling lines, energy equipment and more efficient control over the use of funds in maintenance.
Notwithstanding the obsolesce of the Group’s production equipment and restricted investments in technology in recent years, in 2011 the Group met and even exceeded the ambitious target of maintaining the same level of maintenance costs as in 2010, while correctly implementing all preventive maintenance work
88
to ensure the smooth operation of production capacities in the summer months.
2.9.1 PIVOVARNA LAŠKO, d. d. Supplementation of the ST2 line with new equipment
Due to harsh economic conditions and financial constraints in 2011, this project was not approved for realization of the planned period by the Management Board. The implementation and funding thereof has been rescheduled for 2012. In connection to the aforementioned project, the Company managed to elaborate the project documentation for energy infrastructure of the A0, A and B filling lines in connection to link them with the CHPP (combined heat and power production). This phase has been designed up to the invitation to tenderers phase for the elaboration of the project which will be implemented at the beginning of 2012. The Company launched the new “Malt” product on the market in the spring of 2011. The technological procedure for preparing this beverage on the ST2 filling line also required the supplementation of equipment on this line. Therefore the existing tunnel furnace had to be adapted to enable the required technological phase of pasteurisation to be implemented. EUR 103,000 was used for the denoted activities. High gravity brewing HGB
Market requirements and legality are continuously dictating new products, which not only generates new production processes to follow these requirements, but also optimises manufacturing processes. Therefore,
the development and production of new kinds of beer and other beverages with a higher or lower content of extract required the installation of additional equipment. The installation of suitable equipment for all technological and energy infrastructural connections in the The device is successfully operating and fulfils all planned parameters for the development and supply of the market with new products particularly in the area of brand merchandise. Due to streamlining of the project’s implementation, the project was successfully implemented with only EUR 258,000 of the earmarked EUR 300,000 utilised in the endeavour. 10 x 0.5 l crates
As the introduction of the small 10 x 0.5 l crate is closely connected to the “supplementation of the ST2
2. BUSINESS REPORT
basement area were concluded in June 2011 as well as the successful release of the equipment into operation.
“Cider” packaging
In 2009 the Company had already installed equipment in the boiling maturing cellars which enable the production of cider and performed trial production and testing of the new product. By optimising the technological process, the new product was able to be bottled in suitable packaging and offered to the market in May 2011. The supplementation of formatting parts of the SMI, KHS and Krones parts of the ST3 filling line was required to enable the planned activities for the launching of the new product on the market as well as conformity with requirements regarding bottling equipment and packaging types.
LAŠKO GROUP
poned until 2012.
ANNUAL REPORT 2011
filling line with new equipment” project, the implementation and financing of this project will also be post-
The investment costs comprised EUR 136,000.
89 Replacement of valves for the ZKT ammonia
The planned implementation of the project has been rescheduled for 2012 due to financial limitations. Energy management – software and hardware
In 2010 the Group managed to perform half of the project activities, enabling control and efficient use of energy to be improved. Due to financial constraints in 2011 continuation of the project is rescheduled for 2012. Renewal of the IT centre
All activities of this project have been rescheduled for 2012. Ecological projects – biogas
As a result of the growth in energy costs and the TOC’s harmful emissions, the drying of waste brewar’s yeast is no longer cost effective and was terminated by IRSOP. Large costs would arise if the wet waste product was brought to a depot, also with regard to the transport thereof. Therefore in cooperation with the Biotechnical and Chemical Faculties of Ljubljana, a research study entitled “Možnosti uporabe odpadnega pivskega kvasa za pridobivanje bioplina v anaerobnem procesu razgradnje” (Possibilities of using waste brewer’s yeast for obtaining biogas in the anaerobic degradation process) is underway. A pilot test was implemented involving the direct introduction and degradation of brewer’s yeast suspension at the UASB reactor of the Company’s cleaning apparatuses during 2010 in which the planned results were achieved. This year the company acquired 250,000 m3 of biogas which will replace the use of natural gas in the boilers. EUR 26,000 were used for the purpose of implementing a pilot test of the reactor.
Recording of work time
The Group managed to install the appropriate mechanical and software equipment in the areas of the administrative buildings, main gates and gatehouses in the southern entrance in the second half of the year enabling the successful commencement automated capture and processing of employee attendance at their
2. BUSINESS REPORT
work positions already before the end of the year. EUR 42,000 was spent for this purpose. Water sources
Several activities as envisaged in the 2011 investment plan were implemented in this area but only up to phases that did not require financing. Accelerated continuation of these activities is planned for 2012.
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ANNUAL REPORT 2011
2.9.2 PIVOVARNA UNION, d. d., LJUBLJANA Key investments:
In 2011, we replaced The old worn filters for beer, for which no spare part could be found was replaced with new PALL filters on diatomaceous earth. The filter is needed for the production of small batches of specialty beers which consumers require from the Company. The new filters will enable rational filtration of beer with small losses due to their specific construction. As they are fully automated, productivity will increase. The Company continued to invest in the recovery of waste water in 2011. This is a system for the collection and reuse of wastewater, which will reduce the cost of water and at the same time, protect the environment. The total quantity of water collected and reused in 2011 amounted to 31.000m3 therefore far less fresh water was required. At the beginning of 2011 the company the rinsing water of the following machinery and equipment were connected to the wastewater recovery system: D2 pasteurizers, D2 rinser, CIP filling and OBP-
90
2cooling water pumps. The collected water was reused in the cooling system (cooling towers); the system was previously cooled with fresh water from wells. Development of industrial electronics and control is extremely rapid, so the brewery has to replace defective assemblies with new ones continuously, because they can no longer be obtained on the market or due to extremely long delivery times and high prices. Therefore old electronic control devices of key equipment sets had to be replaced with new ones in 2011. Obsolete sets were repaired for the following: S4 filling machine, in the shelved warehouse and in the place for brewing. In 2011 investments were made in moulds and format parts non-alcoholic beverage filling lines since PET bottles had been redesigned. These bottles are easier, cheaper and thus more environmentally acceptable and have a new modern look. The Company also purchased new returnable containers, barrels, crates and bottles, due to increased sales and especially export sales because the packaging line is slower and resulted in a shortage of packaging. Since the Company was unable to meet all orders of customers, it decided to implement emergency purchases in addition to regular purchases. Other investments were aimed at production plants and machinery, computer equipment, software for sales promotion and storage capacities.
2.9.3 RADENSKA, d. d., RADENCI Only half of the funds from amortisation were earmarked for investments in Radenska in 2011. Priority was only given to projects that are urgently needed for the adaptation of equipment to new products and to
Replacement of the filling machines and bottle controllers on TPO-1 lines
The filling machine for 1-liter bottles on the TPO-1 filling line was replaced in May 2011. The filling machine from the manufacturer TPO ha been in use since 1994. It was worn out and microbiologically unfit for filling non-carbonated water and non-alcoholic beverages. The equipment was also inflexible and unable to be adapted to the new bottle stoppers. The 1-liter bottle was therefore filled on two filling lines, namely: the 1-liter Radenska Naturelle and 1-liter Ora beverages were filled on the P-PET lines and Radenska Classic on the BLS-1 line. The new filling regime led to the filling of 1-liter glass only on the BLS-1 line thus relieving the
2. BUSINESS REPORT
ensure smooth production.
This also enables the use of all types of plastic stoppers and aluminium stoppers, since the primary purpose was to maintain the company’s main brand Radenska Classic in glass packaging, which requires a more elegant and suitable stopper. Since these lines produce return packaging, the electronic inspection and control of glass bottles prior to
ANNUAL REPORT 2011
P-PET lines, which currently fills only PET packaging and no longer requires readjustment for glass packaging.
bottles (thread, mineral deposits, etc.); in addition the existing machine was already worn out and obsolete. The company selected a filling machine from the Slovenian supplier Vipoll and the electronic bottle checker from the German manufacturer Heuft. The value of this investment was EUR 0.9 million. In line
LAŠKO GROUP
filling is a vital part of the lines. Existing electronic checks did not support the control of all vital elements of
with this investment, the company upgraded the equipment for filling returnable and non-returnable glass packaging, i.e. packaging which represents the superiority of the key brand Radenska Classif, thereby also enabling the modernisation of stoppers for these bottles and raised the quality level of the product due to electronic bottle inspection, which is implemented using the equipment of one of the best manufacturers of such equipment. Restoration of natural mineral water wells
Most of Radenska’s wells were built in the seventies. As a result, problems began to emerge with the operation of these wells. The filter fills of the wells slowly became saturated and impermeable, and also often damaged. Because of these problems, the company has been modernising the existing wells by drilling a new hole in the same aquifer in the immediate vicinity of existing wells. Old wells can not be rehabilitated because other materials were used during the construction period. Therefore the company rebuilt the V-C well, which is situated at the courtyard of the filling facility.. Work began in October and the well will be used from December onwards. Work was carried by the company Georaz. The value of the investment was EUR 130,000. The computerization of the warehousing of intermediate and raw materials and integration of quality control in the SAP information system
The computerization of processes in this year also included the integration of the segment of intermediate and raw materials. Together with the company SAPHIR, the company integrated a module into the SAP information, which supports the computerization and traceability of all materials that are an integral part of products. This project is also implemented at the level of all members of the Laško Group. The project was quite challenging, especially with regard to the transition to the new system, which required the inventorying and integration all existing intermediate and raw materials. Thus all the production processes from entry materials to storage and shipment of products are now IT supported.
91
Implementation of the QM quality control module for the entire Laško Group into to the existing SAP information system is also underway. This project will also enable greater connection with an importance process, namely the quality control with data in the information system which will facilitate and integrate the work and quality control parameters directly to the data of production and utilised raw materials and other
2. BUSINESS REPORT
materials used for products. Palletising project for DD pallets
Market needs required the automation of packaging of products in half on so-called Düsseldorfer (DD) pallets The aforementioned was implemented until now through the manual shifting of packages on pallets and re-packaging on DD pallets and for certain products directly from the line, but with a reduced capacity. Products on DD pallets are becoming more frequent with the current method of providing this type of packing involving a great deal of physical work. Consequently, the company commenced the project for the automatic reloading of products from EURO pallets to DD pallets using a robot and simultaneously adapted
LAŠKO GROUP
ANNUAL REPORT 2011
the P-PET line for direct packing on DD pallets without reduced capacities. The scope of this project will be
92
exchanged on this line are The pallet wrapping machine on these lines will also be replaced within the scope of the aforementioned project due to obsolesce and insufficient capacity. The project will be implemented in phases and will be completed in February 2012. The value of the project amounts to EUR 400,000.
2.9.4 VITAL MESTINJE, d. o. o. The company Vital concluded a continuous cycle of investment in 2010 that assured everything needed to achieve the appropriate level of quality, productivity and flexibility of its operations No investments were envisaged for 2011. Nevertheless, activities in connection to the rehabilitation of energy and in particular, the boilers, commenced in 2011.
The Laško Group considers the 2011 fiscal year as a year of resolution and confronta-
ANNUAL REPORT 2011
Performance analysis
2. BUSINESS REPORT
2.10
in the past. The Company will obtain stronger material bases for realising the set development strategy through reorganization, disinvestments and reprogramming.
The joint stock company Pivovarna Laško successfully combines the majority of Slovenian beverage pro-
LAŠKO GROUP
tion with liquidity problems that arose due to non-strategic financial investments
ducers into the Laško Group, which is complemented by the companies Jadranska pivovara – Split, d. d. and the newspaper and publishing company Delo, d. d., Ljubljana. The companies in the Laško Group companies are still in a difficult financial situation, for the Group is highly indebted. Additionally, the maturities of financial liabilities represent a high level of financial risk. The divestment of assets available-for-sale will allow the redemption of the indebtedness of the Laško Group to a sustainable level of debt. The investment portfolio, specifics of individual investments and illiquidity on the capital market impeded and disabled the immediate divesture of unnecessary property at reasonable values. The market position of the Laško Group on the domestic market in the areas of beer, water and other nonalcoholic beverages is stable, as reflected both in its market share and volume of beverages sold. Terms of sales in 2011 worsened so the Group’s business policy promptly adjusted the current situation on an ongoing basis. The business policy regarding the supplying of consumers was found to be a good one. The Group increase sales of beverages in foreign markets in line with the strategy in 2011. The achieved sales results in 2011 are proof that the Group has traditional and development capacities and the knowledge and energy to pursue its strategy of growth. All companies in Slovenia which are in terms of capital integrated into the Laško Group (Pivovarna Laško, Pivovarna Union, Radenska, Fructal until the end of 2011 and Vital) in 2011 continued and implemented their efforts for optimum cooperation in the supply and sales areas. The results of such cooperation were reflected in the supply of raw materials, packaging, intermediate goods and other materials under favourable supply conditions and terms, as well as price conditions. Synergy effects are visible only after a longer period of time for such connections.
93
The stricter market situation and demands of commercial companies for greater sales benefits shows that the Group’s orientation, namely the sale of products via its own Horeca distribution network - distribution of products for subsequent sale to the catering sector was a good one. Considering the reorganization problems of such an important business function, it is unrealistic to expect immediate more favourable business
2. BUSINESS REPORT
results, for the entire synergy effect will only be visible in future years. In 2012 the business strategy of the parent company Pivovarna Laško, d. d., and of the Laško Group will predominantly be to acquire new sales markets both on the markets of the European Union as well as on the markets of South-Eastern Europe. The Group will continue upgrading the marketing approach to ensure product awareness of the products of already established brands and will continue to strive towards achieving more favourable supply conditions on all these markets.
ANNUAL REPORT 2011
2.10.1 BUSINESS OPERATIONS OF THE GROUP The Laško Group sold a total of 4.001 million hl of all types of beverages in 2011, reflecting a 4.1% increase over 2010. Overall sale of beverages of the Laško Group
LAŠKO GROUP
( in hl )
94
Beer
Sales in 2011 Sales in 2010 Index 11/10
1,974,735
1,845,989
107.0
Mineral water
657,224
595,497
110.4
Natural spring water
184,842
187,658
98.5
Flavoured water
256,115
271,197
94.4
Fruit juices, nectars
311,422
333,546
93.4
Other non-alcoholic beverages
951,788
921,941
103.2
55,449
61,538
90.1
9,142
8,137
112.4
4,400,717
4,225,503
104.1
Syrups Other alcohol Total
Higher sales of beverages, especially beer and mineral waters in 2011, are the result of increased activity in foreign markets, which in the future will also require increased sales activity; higher domestic sales, considering the market share of sales on the Slovenian market will sooner become an illusion than reality. Even better sales results in the past year were partially hindered by the general economic situation, reflected in the decline in living standards and consequently, reduced demand and consumption of beverages, which is mainly reflected in the sale of natural waters, flavoured waters and fruit juices. Financial data of the Group
The Laško Group (including the Fructal Group) generated EUR 323.4 million in total net sales revenues in 2011, representing a 5.6% increase over the previous year. Net sales revenues from products and services amounted to EUR 319.5 million Compared to the same period last year, net profit had increased by EUR 14.9 million or 4.8%. Net sales revenues from products and services on the domestic market increased by EUR 8.9 million , and by EUR 6 million on foreign markets. Out of total sales revenues, 84% were generated on the domestic market with the remainder, 16% generated on foreign markets. The Group still achieves its greatest share of foreign market revenues from the markets of the former Yugoslavia with the share of sales on EU markets also increasing.
Without the Fructal Group (maintained operations), the Laško Group generated net sales revenues of EUR 264.7 million which represents an increase of EUR 14.4 million over 2010. The share of revenues from beer sales was 55.8%, the share from sales of other beverages 20.9%, from the newspaper-publishing business
Operating expenses which amounted to EUR 321.9 million in 2011 increased by EUR 1.8 million compared to 2010 or by 0.6%. Operating expenses without the Fructal Group (the latter represents the discontinued operations) amounted to EUR 255 million and were EUR 16.2 million or 6.8% higher than in 2010. Costs of materials increased the most, namely by EUR 12.9 million or 16.6% mainly due to increases in the prices of certain strategic raw materials, intermediate goods and energy. Labour costs in comparison to 2010 increased by EUR 0.3 million. Depreciation costs had decreased by EUR 1.4 million, costs of provisions by EUR 0.2 million and costs of other services by EUR 0.4 million. The Group revalued property, investment property and brands in 2011. The Group recognised impairments due to revaluation and a revaluation of
2. BUSINESS REPORT
20.6% and from other headings 2.7%.
brands of Delo, d. d. In 2010 an impairment of long-term assets of EUR 8.7 million was disclosed reflecting a EUR 2.5 million decrease over the previous year. Operating profit (EBIT) amounted to EUR 9,9 million in 2011. The Group recognised certain one-time operating events in 2011, such as the impairment of brands, revaluation of long-term assets and unaccounted for depreciation due to the discontinuation of operations which had a negative effect on the current operat-
ANNUAL REPORT 2011
operating expenses in the amount of EU 11.3 million of which EUR 5.8 million relates to the impairment of
events and amounted to EUR 23.4 million. The adapted EBIT in 2010 amounted to EUR 16 million representing EUR 7.4 million less than 2011. The Laško Group generated EUR 27.5 million in total net losses in 2011. Total normalised cash flows from
LAŠKO GROUP
ing result in the amount of EUR 13.4 million. The normalised EBIT has been adapted to these business
operations (EBITDA) amounted to EUR 47.5 million and was EUR 8.5 million higher than the previous year.
95 The Group disclosed a negative financing result in the amount of EUR 41.2 million. Financial expenses from interests paid to creditors amounted to EUR 24.6 million. and exceeded the normalised EBIT by EUR 1.2 million, meaning that the operating profit generated is insufficient to completely cover interest expenses. The Laško Group also showed an impairment of investments in a total value of EUR 26 million among financial expenses in 2011 of which EUR 21.5 million of the impairment regarded impairment of MELR shares. A portion of the impairment in the amount of EUR 17.7 million directly increases other comprehensive income and has no effect on the value of the Group’s capital. Notes to the Statement of Financial Position of the Group
The financial position of the Laško Group is extremely serious. The high level of financial debt burdens current operations and is threatening its existence and development. So as to resolve the liquidity position, the divesture of all non-strategic investments began to be intensively carried out in 2010 in line with the Group’s adopted 5-year operating strategy. Procedures for the sale of a 93.73% stake in Fructal, d. d., 79.25% stake in the newspaper company Večer, d. d., 100% stake in the company Delo, d. d., 23.34% stake in Poslovni sistem Mercator, d. d., and all other investments and property not required for business commenced in 2011. The procedure of sale of the company Fructal, d. d. which was 93.73% owned by Pivovarna Union, d. d. to the strategic partner Nectar from Serbia was successfully implemented in December 2011. The proceeds from the sale amounted to EU 35.3million. As at 31 December 2011 the assets of the Group totalled EUR 569.7 million and were EUR 67.2 million or 10.6% lower in 2010. The assets predominantly decreased due to the sale of the Fructal Group, impairment of the brands of Delo and impairment of the investment in Poslovni sistem Mercator and Probanka. They increased due to the rise in short-term operating receivables.
The share of long-term assets totalled 56.4% or 321.1 million. The value of long-term assets increased by EUR 55.5 million mainly due to the transfer of investment in Delo, d. d. from of non-current assets availablefor-sale back to individual types of assets. The assets of the company Delo, d. d. were disclosed among noncurrent assets available-for-sale in accordance with IFRS 5 in 2010 due to their envisaged sale. Currently, no
2. BUSINESS REPORT
reason remains for the classification of the investment among assets available-for-sale since it appears that the investment in its current form can not be sold in the short-term (within one year) at a reasonable price. Total liabilities of the Group totalled EUR 444.2 million of which financial liabilities comprised a 87.6% share or EUR 389 million. Financial liabilities decreased by EUR 8.5 million compared to the previous year. The decrease is due to the repayment of loans to banks from the acquisition price received for the Fructal Group. Liabilities rose due to the renewed inclusion of the financial liabilities of Delo, d. d. in the amount of EUR 13.4 million.
ANNUAL REPORT 2011
The surplus of short-term liabilities over short-term assets of the Group totalled EUR 148 million on the last day of 2011 which has resulted in a high degree of liquidity risk. The negative surplus had increased by EUR 103.6 million in comparison to the last day of 2010 predominantly due to the impairment of the investment and Delo brands and the transfer of Delo’s assets and liabilities from the group available-for-sale back to individual types of assets and liabilities. In the event of successfully concluded divestments, the Group will immensely decrease its indebtedness
LAŠKO GROUP
and consequently its exposure to liquidity risk. Within the Group, indebtedness of individual companies will decrease in various degrees. Uncertainty remains regarding the success of the divestment of financial investments and unnecessary property, even alongside a successful disinvestment the partner company Pivovarna Laško, d. d. will still remain over-indebted while individual subsidiary companies will have an excess of freely liquid assets. Therefore the payment of dividends by the subsidiaries is envisaged in the financial restructuring plan. In this way the parent company would partially improve its liquidity position and business result. owners. The equity of the Group as at 31 December 2011 comprised EUR 125.5 million and was EUR 6.4 million lower than on the last day of 2010. Sales by employee 200.0
169.4
164.1
177.7 Sales per employee - Laško Group
160.0
in EUR thousand
96
The increase in sustainable sources would enable the maintenance and increase of value of the assets or its
120.0
80.0
40.0
0.0 2009
2010
2011
Sales by employee in the Laško Group increased by 8.3% in 2011 in comparison to 2010.
Operating expenses from net sales revenues
104.6
104.5
99.5
in %
90.0
60.0
30.0
0.0 2009
2010
2011
Operating expenses from net sales revenues were 4.8% lower in 2011 compared to 2010. Plans
The Laško Group plans to sell 4,082,629 hl of all kinds of beverages on the domestic and foreign markets in 2012, representing an 11.8% increase over 2011 whereby the sale of the companies Fructal, d. d. Ajdovščina
2. BUSINESS REPORT
Sales per employee - Pivovarna Laško, d. d.
ANNUAL REPORT 2011
120.0
has set itself is an optimistic one, considering that an increase of 30% in sales on foreign markets is planned.
2.10.2 OPERATIONS OF THE SUBSIDIARY COMPANIES The 2011 fiscal year will be remembered as one in which the Group was unable to realise the objectives set. The reasons were many and ranged from lack of understanding and support by the Company owners and banks to problems which arose from the reorganization of several business functions which in the initial phase of introduction, are not yet optimally regulated. The Group expects to achieve its set business objectives in the upcoming years. The implemented impairment of several financial investments in 2011 will slacken somewhat in the upcoming period, but will in no way impede the planned development process. It is not expected that these events will have an effect on impairing the social security of employees. Increased globalization both on the domestic and foreign markets will only allow competitiveness through mergers and affiliation with similar companies. In line with the trend, the business-development strategy of the parent company and Group was adjusted enabling a competitive presence on the market. The Company and Group are endeavouring to adapt the business strategy to all eventual new market situations on individual markets. The endeavours of all employees in 2011 as in recent years were oriented at improving product quality enabled by the latest technological equipment in the production-filling process, especially the use of quality raw materials and water. The Company is aware that it will only be able to successfully retain all loyal buyers and consumers of all Pivovarna Laško products through product quality, a key objective also in 2012.
LAŠKO GROUP
and Fruktal Mak a. d., Skopje were not observed so as to enable comparability of data. The plan the Group
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Quantity of beverage sales:
( in hl )
ANNUAL REPORT 2011
2. BUSINESS REPORT
TOTAL Sales
2009 2010 2011
1,011,539
968,697
975,838
Chain index
/
95.8
100.7
BEER Sales
978,833
937,721
938,745
Chain index
/
95.8
100.1
WATER Sales
32,706
30,057
30,541
Chain index
/
91.9
101.6
OTHER NON-ALCOHOLIC BEVERAGES Sales
-
919
5,280
Chain index
/
/
574.5
OTHER ALCOHOL Sales
-
-
1,272
Chain index
/
/
/
LAŠKO GROUP
Sales of Pivovarna Laško, d. d. in 2011 by segment:
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•B EER 938,745 hl, representing a 0.1% increase over 2010;
•N ATURAL DRINKING WATER 30,541 hl, representing a 1.6% increase over 2010;
•O THER NON-ALCOHOLIC BEVERAGES 5,280 hl, representing a 474.5% increase over 2010;
•O THER ALCOHOL 1,272 hl, No sales of this beverage category were implemented in 2010. Increased sales of beer in 2011 over the previous year is mainly due to higher sales in foreign markets, lower sales recorded in the domestic market, partly as a result of higher consumption of beer mixtures as a competitive product to beer. The lower sales in the markets of Kosovo, Macedonia and Montenegro, it is because we are producing beer for those markets Pećko pivovaro passed on to Kosovo. An increase in sales is observed on other foreign markets. Favourable sales results were particularly observed on the markets of Croatia and Bosnia-Herzegovina. Reduced sales of bottled waters which are predominantly sold on the domestic market were predominantly due to the reduced standard of consumers. It was established that a portion of consumers had replaced bottled water with regular tap water during the crisis period.
Financial data
Pivovarna Laško, d. d. generated EUR 94.3 million in net sales revenues in 2011, representing a 3.3% increase over the previous year. Net sales revenues from products and services amounted to EUR 74.6 million and were EUR 0.5 million or 0.7% lower than in the previous year. Net sales revenues from products and markets. Revenues from sales of brands via the Horeca distribution channel also decreased, namely by EUR 2.9 million, with the company realising net sales revenues of EUR 0.6 million from the sale of materials and merchandise. Beer sales comprised a 95.9% share of total sales revenues, waters and other beverages a 2% share and services a 2.1% share. Out of total sales revenues from the sale of products and services, 84.6% were generated on the domes-
2. BUSINESS REPORT
services decreased by EUR 1.7 million on the domestic market, but increased by EUR 1.2 million on foreign
in 2010. Costs of raw materials and intermediate materials increased noticeably (EUR 0.9 million as did also energy costs (EUR 0.3 million). Among costs of services, the greatest growth was recorded for the costs of payment transactions (EUR 0.8 million) and costs of the sale of products (EUR 1.1 million). In 2011 Pivovarna Laško d. d. generated EUR 10.5 million in operating profit (EBIT), EUR 16.8 million in net cash flow from operating activities (EBITDA) and EUR 17.2 million in normalised EBITDA, representing a decrease of EUR 1 million or 5.5% over the previous year.
LAŠKO GROUP
Operating expenses in 2011 amounted to EUR 86.5 million and were EUR 6.7 million or 8.4% higher than
ANNUAL REPORT 2011
tic market with the remainder, 15.4% generated on foreign markets. The largest share of revenues is still achieved on the markets of the former Yugoslavia with the share of sales on EU markets increasing.
The Group disclosed a negative financing result in the amount of EUR 28.9 million, which is EUR 10.2 million higher than the previous year. The Group generated EUR 32.9 million in financial expenses, namely from interest in the amount of EUR 15.4 million and from the impairment of financial investments in the amount of EUR 17.5 million. Financial expenses from interests increased by EUR 2.3 million in comparison to the previous year and amounted to EUR 15.4 million, exceeding operating profit by EUR 4.9 million. Such high interest amounts threaten the uninterrupted operations and development of the Company. Financial expenses from the impairment of investments in the amount of EUR 17.5 million are related to an impairment of investments in Delo, d. d. in the amount of EUR 8.2 million, an impairment of EUR 4.3 million of the investments in Poslovni sistem Mercator, an impairment of EUR 3.1 million of the investments in Probanka,d .d. and the revaluation of granted loans and interests to Jadranska pivovara - Split, d. d. in the amount of EUR 1.8 million. Net loss
In 2011 Pivovarna Laško, d. d. generated a EUR 16.4 million loss before taxes and a net loss of EUR 15.5 million. Notes to the Statement of financial position
Total assets of the Company as at 31 December 2011 comprised EUR 405.7 million and were EUR 10.2 million or were 2.4% lower than in 2010. Assets decreased primarily due to impairment of investment in work, Mercator and Probanka, and increased as a result of higher short-term receivables.
99
The share of long-term assets amounted to 79% or EUR 320.5 million. Compared to the previous year, the value of fixed assets increased by EUR 26.4 million mainly due to the transfer of the investment in Delo, d. d., of non-current assets held for sale back to the long-term investments in subsidiaries. In 2010, the investment in the company Delo, d. d. was disclosed among non-current assets available-for-sale in accordance with
ANNUAL REPORT 2011
2. BUSINESS REPORT
IFRS 5 due to the envisaged sale thereof. Currently, the reasons for the classification of investments held for sale there are no more d Because it has been shown that investment in the short term (within one year) in its current form and at a reasonable price with high probability can not be sold. Total liabilities of the Company amounted to EUR 294.7 million with financial liabilities comprising a 90.9% share of the amount or EUR 268 million. Financial liabilities increased by EUR 2.2 million compared to the previous year. Short-term financial liabilities increased by EUR 23 million compared to the previous year predominantly due to the short-term part of long-term loans due in 2012. The share of short-term liabilities in total financial liabilities is 90.9%. As at 31 December 2011 Pivovarna Laško, d. d. showed a surplus of EUR 184.4 million of short-term liabilities over short-term assets, which has resulted in a high degree of liquidity risk. The negative surplus had increased by EUR 62.8 million compared to the last day of 2010. predominantly due to impairment of investments in Delo and the transfer of the investment from non-current assets available-for-sale back to the long-term investments in subsidiaries.
LAŠKO GROUP
In accordance with the adopted five-year strategy of operations for the Laško Group, procedures for the sale of all non-strategic investments began to be intensively implemented in 2010. Procedures for the sale of a 93.73% stake in Fructal, d. d., 79.25% stake in the newspaper company Večer, d. d., 100% stake in the company Delo, d. d., 23.34% stake in Poslovni sistem Mercator, d. d., and all other investments and property not required for business commenced in 2011. The procedure of sale of the company Fructal, d. d. which was 93.73% owned by Pivovarna Union, d. d. to the strategic partner Nectar from Serbia was sucessfully imple-
100
mented in December 2011. The purchase price was EUR 35,300,000. Until the successfully implemented sale of individual investments, the Company will experience serious liquidity problems which it will only be able to successfully resolve through agreements with banks (with the latter acting as creditors or as important owners of the Company). Discussions with banks regarding the possibilities of a comprehensive reprogramming of debt in the long-term are being carried out within the scope of strategic measures. Discussions with regard to the reprogramming of debt are being implemented daily whereas discussions regarding the acquisition of new sustainable sources have not yet taken place. Equity of the company as at 31 December 2011 comprised EUR 109.4 million and was EUR 14.8 million lower than on the last day of 2010.
Sales by employee
400.0
2009
2010
2011
in EUR thousand
Operating liabilities in net sales revenues
2. BUSINESS REPORT
289.3
240.0
160.0
80.0
0.0
Sales per employee in Pivovarna Laško, d. d. in 2011 increased by 2.7% compared with 2010 due to increased net sales revenues, for the average number of employees has decreased by 2 workers.
Operating expenses from net sales revenues
120.0 85.4
87.4
91.5
Operating liabilities in net sales revenues
in %
90.0
60.0
ANNUAL REPORT 2011
281.8
LAŠKO GROUP
307.6 320.0
101
30.0
0.0 2009
2010
2011
Operating expenses in net revenue from sales in the year 2011 increased by 4.9% compared with 2010, somewhat due to increased costs of materials, goods and services, but mostly due to increased write-offs. Plans
Pivovarna Laško, d. d. is planning to sell 1,040,918 hl of all beverages in the 2012 business year. This represents a 10.7% increase over 2011. A 6.2% increase in the sales of beer, 1.3% increase in the sale of natural waters and 92.2% increase in other beverages is planned. Following realisation of the planned quantities of beverage sales, the Company is planning net sales revenues of EUR 97.1 million in 2012, a 4.0% increase over 2011. It also envisages that the efficiency and EBITDA indicators in sales revenues will attain of 1.15 and 0.232 respectively in 2012. Conclusion
The principal activity of Pivovarna Laško, d. d. is excellent. The EBITDA margin is comparable with other comparable breweries around the world. The objective to increase revenues with the same amount of is the same yield increase revenue. Financial expenses represent a burden for the Company due to high indebtedness. Procedures for the disinvestment of unnecessary assets, which would enable the Company to halve
the level of debt is not feasible without the consensus of other stakeholders and as a result of the deepening economic financial debt crisis, difficult. Redemption of debt will enable the controlled development of the Company’s core activity. The Group requires systemic solutions, a single legitimate organization (contract
ANNUAL REPORT 2011
2. BUSINESS REPORT
group), disinvestments, long-term rescheduling of financial liabilities and a capital increase. The concluded 2011 fiscal year was not as successful as the periods several years ago, however the Group has established that its business policy is correctly focused, ensuring continued successful development. Pivovarna Laško, d. d., rightfully achieved its rank among the top food-processing companies in Slovenia in the past. It is boldly expected that despite the stricter economic conditions and financial crisis the Company will continue its operations showing positive results in the future. Following the equipping of the entire production-filling process and quality of all its products, the Company will be able to compete with the most successful breweries in Europe. The Company desires to maintain the achieved level of excellence and leading position in its branch in Slovenia also in the future. The project involving the amalgamation of the Slovenian beverage industry and continuous search for new possibilities for exploiting synergies will remain the key strategy of the Group’s business policy. The Group will only be able to successfully compete with foreign corporations on the Slovenian and foreign markets through unification. The continued development of the Group will predominantly be dependent on the realisation of the denoted project. Nevertheless, the Group will also endeavour to focus
LAŠKO GROUP
on business connections with other beverage producers, particularly in the region of South-Eastern Europe. Pivovarna Laško, d. d., has proven many times in the past that knowledge and willpower are the key factors which will enable it to overcome all problems encountered resulting from increasingly less favourable operating conditions. The Company is planning to be even more successful in the future, predominantly through improved exploitation of synergy effects of affiliated companies in the area of joint brand marketing
102
on foreign markets. In the future Pivovarna Laško, d. d., will continue to ensure its loyal consumers superior quality products and successful development and the long-term stability of investment assets and adequate yield on invested capital for its owners – the shareholders of the Company.
2.10.3 OPERATIONS OF SUBSIDIARIES 1. Radenska, d. d., Radenci
Company profile
Development of the Radenska company commenced in 1869 when Dr. Harel Henn, a landowner, filled the first bottles with mineral water. A good fifty years later, in 1923, the mineral water had gained a therepeutic reputation, and has been marketed with the three-heart symbol since 1936. The Radenska Tri srca brand is one of the oldest brand names in Slovenia. The core business of Radenska is the bottling and marketing natural mineral and spring waters and nonalcoholic beverages. On the Slovenian market, the Company’s desire is to, under the brand name Radenska, remain the leading filling company of natural mineral waters, and in the area of bottled drinking waters and non-alcoholic beverages to maintain its development as an active and competitive company with a significant market share. In the export area, the Company strives to maintain its position as the leading Slovenian exporter of natural mineral waters under the brand name Radenska, and as an active filling company and/or seller of those specific products of Radenska which are, with regard to their quality, particularly interesting for the market on the territory of the former republics of Yugoslavia and Central Europe.
Radenska, d. d., Radenci, is subsidiary company of the parent company Pivovarna Laško, d. d. The ownership share of the parent company represents a 81.96% stake the capital (an explanation of the ownership and voting rights is given on page 59 of this Report).
Basic characteristics of operations in 2011
The total sales volume of Radenska, d. d. in 2011 in all areas comprised 93,939 million litres of beverages, representing a 5.9% increase over 2010 and 3.7% less than planned. A slightly more quantitative shortfall in the plan was recorded in waters (7.8%), while an increase (23.9%) was observed for non-alcoholic beverages. Total net sales revenues from the sale of beverages in 2011 totalled EUR 28.4 million, showing a EUR 1.5 million or 5.9% increase over 2010. A total of 25.9 million products were sold in Slovenia, reflecting a 7.1% increase over the previous year. Sales on the markets of South-Eastern Europe increased by EUR 0.7 million but showed a 30.5% decrease over the previous year, a decrease of EUR 1.4 million or 11.0% on EU markets and EUR 4.0 million or 8.0% decrease in other countries. Total sales of exported products amounted to EUR 2.5 million and reflect a 5.0% decrease over the previous year. Total realisation of sales values in euros in Slovenia consisted of a 91.2% share in Slovenia, a 4.9% share in the markets of the European Union, a 2.4% share in the markets of South-Eastern Europe and a 1.5% share in other countries.
ANNUAL REPORT 2011
Sarajevo (1.97% ownership) and Odem GIZ Slopak, d. o. o. (9.74% ownership).
LAŠKO GROUP
the following companies: Radenska, d. o. o., Beograd (100% ownership) and Radenska, d. o. o., Zagreb (100% ownership) - these companies are not active, and Miral, d. o. o. (100% ownership), Laško Grupa, d. o. o.,
2. BUSINESS REPORT
Radenska, d. d., Radenci, also has ownership stakes in other companies and is the owner or co-owner of
The volume sold on the Slovenian market totalled 818 thousand hl and represented 82.2% of all goods sold opposed to the 82.3% share in 2010 and reflecting an increase of 41.6 thousand hl. The company again managed to maintain and even increase its market shares in individual categories compared to the competition in 2011 through activities for key buyers on the domestic market. The company sold 93.8 thousand hl of beverages on the markets of the European Union, an increase of 8.9 thousand hl compared to 2010. A 9.4% increase in the share of volume sold was observed in 2011 over the share recorded in 2010 (9.0%). The company sold 63.5 thousand hl of beverages on the markets of South-Eastern Europe, decrease of 0.2% compared to 2010. A 6.4% decrease in the share of volume sold was observed in 2011 over the share recorded in 2010 (6.8%). The company sold 19.4 thousand hl of beverages on the markets of other countries, an increase of 11.0% compared to 2010. A 2.0% increase in the share of volume sold was observed in 2011 over the share recorded in 2010 (1.8%)
103
Key data on operations of the company Radenska, d. d., Radenci
LAŠKO GROUP
ANNUAL REPORT 2011
2. BUSINESS REPORT
( in EUR )
2009 2010 2011
Net sales revenues
30,234,647
28,546,479
30,049,543
Net profit/loss
-36,833,222
456,936
-1,776,502
Net cash flow1
-33,509,004
3,310,706
914,170
EBIT
1,467,336 1,254,152 1,232,730
EBIT - normalized
1,467,336
EBITDA
4,791,554 4,107,922 3,923,402
EBITDA - normalized
2,699,230
883,328
4,791,554
5,553,000
3,574,000
73,358,307
67,647,568
73,966,026
Short-term assets
38,326,046
46,810,249
30,095,515
Equity
83,758,794 81,102,108 79,736,226
Long-term assets
Provisions
2,721,028 2,558,036 2,298,725
Long-term liabilities
8,565,555
6,618,526
692,295
Short-term liabilities
16,638,976
24,179,147
21,334,295
Net profit/loss with depreciation
1
In 2011 Radenska, d. d. generated EUR 31.8 million in operating revenues, EUR 30.6 million in operating expenses and an operating result of EUR 1.2 million. Financial revenues which include revenues from the disposal of investments or the sale of shares, revenues from dividends received, revenues from interest on loans and financial revenues from operating receivables amounted to EUR 3.8 million. Due to the realistic disclosure of financial investments owned by Radenska, d. d., a permanent impairment of the investments
104
in Mercator, d.d. (MELR shares) in the amount of EUR 3.9 million was carried out and an additional impairment on the investments in Delo, d. d., (DELR shares) in the amount of EUR 1.9 million and together with interest expenses and other financial expenses, generated EUR 7.1 million of all financial expenses, resulting in the negative financing result in the amount of -EUR 3.3 million. Therefore the net operating result is negative and amounted to EUR -1.7 million. Employees
In 2011 Radenska, d. d. hired six new employees and lost 5 employees (retirement, agreed departures). The number of employees at the end of the year increased by one employee, resulting in a total of 208 employees as at 31 December 2011. In 2012 the company plans to hire four new employees and is also planning to increase work productivity due to a planned increase in production as in 2011. Conclusion
The existing market environment in connection to known trends had an effect on the boldy set basic operating objectives in 2012. Processes which will have continued synergy effects within the contractual group will be continued.
2. Union Group
Presentation of the Group
The Union Group was established in 2001 when Pivovarna Union, d. d., took over Fructal, d. d. Pivovarna Union, d. d. is the parent company of the Union Group. In addition to parent company Pivovarna Union, d. d., the Union Group also includes the companies Fructal, d. d. and Fruktal Mak, a. d., whose core activity is the production of juices and beverages. Until 16 December 2011 Pivovarna Union, d. d. was the 93.73%
owner of the company Fructal, d. d. which is the 89.4 percent owner of the company Fruktal Mak, a. d. On 16 December 2011 the company Nectar, d. o. o., from Bačke Palanke became the owner of Fructal, d. d. with an identical stake. The Union Group has affiliated companies abroad, namely the companies Birra Peja, Sh. a., Kosovo and družba Birra Peja, Sh. p. k., Albania. As at 31 December 2011 Pivovarna Union, d. d. had a 39.55%
The vision of the Union Group is to use its own trademarks to maintain a high level of awareness and at the same time customer loyalty, both in Slovenia as well as on adjacent markets outside the Slovenian borders. It endeavours to become a strong regional producer with its own strong distribution network within the scope of the Laško Group. The Union Group comprises socially responsible companies with a high level of ecological awareness. The companies will continue implementing development and innovative programmes, which will initiate change and create new trends in the market.
2. BUSINESS REPORT
ownership stake in Birra Pei, Sh. a., Kosovo, the latter of whom is the 100% owner of a company in Albania.
production of beer as well as in the production of non-alcoholic beverages, which are manufactured without preservatives, the company takes into account the most demanding food and technological standards. The Union Group creates a working environment for all its employees, which stimulates their professional and personal development.
ANNUAL REPORT 2011
Their mission is to ensure high quality beverages satisfying the needs of the most demanding customers, which follow global trends and at the same time develop and discover new segments and trends, both in the
maintenance of the market positions of own brand names on the domestic market, and recovery and expansion of previously achieved positions on nearby markets. It intends to achieve planned cost effectiveness with professional colleagues acting as teams and in accordance with the culture of the Union Group.
LAŠKO GROUP
The strategic objectives of Union Group include the production and sale of innovative and trendy products,
Basic characteristics of operations in 2011
The Union Group sold 2,297,729 hl of beverages in 2011, reflecting a 6% increase in sales over 2010 and 1% less than the planned quantity. It sold 1,638 tons of food products, 10% more than in the previous year and 9 % more than planned for 2011. The Union Group sold 70% of all beverages sold on the Slovenian market, and 30% to export markets. The best results were achieved in the sale of beer, which showed a 14% increase over the previous year and 12% over the planned amount. In Slovenia, it sold 13% more beer than in 2010 with growth recorded for both its own brand names, which included the bestselling brand Radler, and commercial brands. Sales of nonalcoholic beverages remained at the same level as the previous year. Sales of waters fell by 3% over 2010. In addition to lower water consumption, a proportion of the consumers turned to discount chains in 2010, a location where the Union Group with its waters is not present. Despite the difficult economic conditions that have also marked the export companies of the Union Group, these markets proved extremely successful for the Union Group. Through good work and the right strategy, the Union Group managed to achieve a growth in sales chosen entry to these markets are both in the beer segment as well as the soft segment and alcoholic beverages to achieve sales growth. The company sold 8% more beverages to export markets than in 2010 and 8% more than planned.
105
Key data on operations of the Union Group
ANNUAL REPORT 2011
2. BUSINESS REPORT
( in EUR )
2009 2010 20112
Net sales revenues
159,454,109
149,094,682
164,725,410
Net profit/loss
-51,645,016
-544,238
5,062,306
Net cash flow1
-39,120,762
10,732,943
12,230,152
EBIT
14,224,570 6,692,040 14,352,456
EBIT - normalized (for impairment of real estate)
14,224,570
6,692,040
17,920,024
EBITDA
26,748,824 17,969,221 21,520,302
EBITDA - normalized 26,748,824
17,969,221
25,087,870
Long-term assets
(for impairment of real estate)
212,779,353
109,516,705
112,632,615
Short-term assets
60,099,441
161,242,448
128,430,273
Equity
78,424,313 80,151,688 94,261,537
Provisions Long-term liabilities
60,400,381 32,929,532 13,760,576 134,054,100
157,677,933
133,040,775
Net profit/loss with depreciation
1
Maintained and generated operations together have been taken into account.
LAĹ KO GROUP
2
The Union Group generated EUR 164.7 million (of this EUR 57.8 million via the Fructal Group) in net consolidated net sales revenues in 2011, representing a 10.5% increase over the previous year. Out of total sales revenues, 78.1% were generated on the domestic market and the remainder, 21.9% on foreign markets.
106 Operating costs in the amount of EUR 153.3 million (EUR 55.3 million from the Fructal Group) were 6.3% higher than in 2010 predominantly due to the higher costs for materials used (19.7%). The reason is the greater quantity of sales and the related increased production and high prices of some raw materials, packaging and shipping materials and energy, especially natural gas. Costs of services were 2.5% higher predominantly due to higher costs of marketing, selling, leases, banking services and other various services. Written-off values decreased by 10.9% in comparison to the previous year predominantly due to a 36.4% decrease in amortization. The assets of the Fructal Group were not depreciated in 2011, as they had been placed in the group of assets available-for-sale (IFRS 5). Real estate appraisals were performed at the end of 2011 and the effects of revaluation to the fair value recognized as revaluation expenses for fixed assets in the amount of EUR 3.6 million resulting in the disclosure of a smaller operating result. Labour costs decreased by 8%. In 2011 the Union Group generated EUR 14.4 million in in operating profit (EUR 4.3 million via the Fructal Group) which was 114.5% higher than the previous year. This is due partly to improved operations, partly due to less depreciation to to the non-depreciation of assets of the Fructal Group. EBITDA amounted to EUR 21.5 million (EUR 4.3 million from the Fructal Group) and was 19.8% higher. Financial revenues in the amount of EUR 12.4 million (EUR 7.0 million from the Fructal Group) were 133% higher than in 2010. A 54.6% share of these revenues represented profit from sale of Fructal shares, a 30.6% represented revenues from dividends received and the remainder interest received and profits from the sales of smaller investments.
Financial expenses in the amount of EUR 18.5 million (EUR 0.8 million from the Fructal Group) were 46.3% higher than in 2010. Since Agrokor had withdrawn from the sales procedure for Mercator, d. d. in early February and due to fopoor predictions regarding poorer operations for the future, the stock price of shares MELR shares fell. The shares were therefore permanently impaired by the difference between the avexpenses). Almost half of the other financial expenses were interest on loans that had been received. Net profit for the year 2011 amounted to EUR 5.1 million (EUR 8.4 million from the Fructal Group) whereby the net profit for the majority owner comprised EUR 4.9 million and net profit for the owner of a noncontrolling interest amounted to EUR 0.2 million. The Union Group disclosed a loss of EUR 0.5 million (EUR 0.9 million of the amount from the Fructal Group). Since the company sold the Fructal Group at the end of 2011, a so-called “final consolidation of the” Union
2. BUSINESS REPORT
erage cost and stock on 31 December 2011 by the amount of EUR 8.9 million through profit or loss (financial
in the statement of comprehensive income for the entire period of 2011, whereas it is no longer included in the statement of financial position on 31 December 2011. Employees
At the end of 2011 the Union Group had 778 employees, representing a 2.4% decrease over the year before. Due to the streamlining of employment in the past five years, the number of employees in the Union Group
ANNUAL REPORT 2011
Group was performed on 31 December 2011. Therefore in accordance with IAS 27 the Fructal Group is shown
in the Group and if this was not possible, temp agencies were used. If such personnel showed potential and deemed necessary due to the nature of work, the Company hired them following a defined period. Urgent replacements to ensure an uninterrupted work process is only possible in direct production while only reallocation of personnel or work is possible for auxiliary processes. Due to the sale of the Fructal Group in late
LAŠKO GROUP
has radically decreased. Uninterrupted operations were ensured through the re-allotment of personnel with-
2011, the Union Group began 2012 with only 353 employees.
107 Conclusion
In 2012, in addition to the parent company Pivovarna Union, d. d. the Union Group will only consist of the subsidiary Birra Pei, Sh. a, Kosovo and the company Birra Pei, which in 2011, were still affiliated. The Union Group will operate in accordance with the adopted strategy of the Laško Group up to 2014. The strategy is based on business growth, which should be achieved by increasing market shares in export markets and maintaining the market position on the Slovenian market. The group will continue to work intensively and rapidly seek alternative scenarios for the sale of unnecessary assets and property and attempt to reschedule loans with banks.
3. Vital Mestinje, d. o. o.
Company profile
The development of the company Vital Mestinja commenced over fifty years ago. The main activities of the company are fruit processing and bottling of non-alcoholic beverages under its own trademark FRUPI. The company is also an important beverage bottler for the retail trademarks of various chain stores. The latter represents 80% of the company’s activities and is too high so the future strategy will be to increase the market share of the Frupi brand. The company desires to regain its leading market share in syrups in the Slovenian market and at the same time, focus on the increased quality of Frupi products which will be based on the Kozjansko apple which constitutes the basic raw material. The company has capital ties with Pivovarna Laško, d. d., the latter of which was the 96.92%owner of Vital Mestinja as at 31 December 2011.
Basic characteristics of operations in 2011
The total sales volume of the Frupi brand and other retail brands amounted to 12,778,911 litres and EUR 4,663,330 in terms of sales value. In terms of sales volume, 10% fewer products were sold than in 2010, and in terms of sales value, sales were 3.8% higher than the previous year, mainly due to changes in the sales
2. BUSINESS REPORT
structure. Sales of Frupi products in terms of quantity fell by 20% in 2011. On the other hand financially, sales increased by 1%, which is very encouraging. The increased sales of FRUPI syrups contributed the most to this increase. Sales of retail products fell by 3.5% in terms of quantity while the financial index is108. Key data on operations of Vital Mestinje, d. o. o.
( in EUR )
Net sales revenues Net profit/loss Net cash flow
ANNUAL REPORT 2011
1
EBIT EBITDA Long-term assets
LAĹ KO GROUP
5,135,479
4,791,490
5,006,346
47,569
-81,667
8,427
424,865 292,495 356,936 48,000 -79,933 21,836 425,296 294,229 370,345 2,066,005
2,530,278
2,203,549
Short-term assets
2,271,181
2,106,924
2,127,374
Equity
3,439,456 3,357,788 3,366,215
Provisions
108
2009 2010 2011
Long-term liabilities
97,629 333,739 248,104 800,101
945,675
716,604
Net profit/loss with depreciation
1
Vital Mestinje ended the year with a profit of EUR 8,426.95, which is very encouraging since the company had concluded 2010 with a large loss. The strategic decisions of Vital’s management (the cessation of all nonviable products of FRUBI and retail brands) contributed to the positive operations in 2011. All retail brands were cancelled since merchants refused to recognize the increase in prices. Depreciation and amortization costs in 2011 were 7% lower than in 2010. Employees
The number of employees increased by 2 employees in 2011 with 37 employees at Vital Mestinja as at 31 December 2011. Three employees retired in 2011 and new employees highered to ensure the continuation of the work process. Conclusion
Given that the global presence of the economic recession,Vital is pleased to have concluded 2011 on a positive note. The company was plagued by problems regarding raw material bases for the prices of several materials had risen by more than 60%us in great trouble suroviski base, as the prices of certain raw materials is also more than 60% (sugar, isoglucose, etc.). Nevertheless, through extraordinary cost-effectiveness, streamlining, improved quality and reduced wastage, the company managed to ensure positive operations. It followed the set objectives and achieved an increase of 15% in sales of Frupi syrups.
4. Delo Group
Presentation of the Group
The Delo group consists of the parent company Delo, d. d., Ljubljana and its subsidiary Izberi d. o. o, Izberi, d. o. o. and is the 100% owner of the aforementioned company. Delo, d. d., is one of the leading and most influential companies on the Slovenian media market and an important shaper of public opinion. The early work of the company Delo dates back to 1955 when a newspaper and publishing company was established, Slovenski Poročevalec, which was the precursor to today’s company. Delo, d. d., publishes two leading Slovenian daily newspapers, Delo and Slovenske Novice, the only Sunday newspaper, Nedelo, the specialized magazine Grafičar and four regular newspaper supplements. The new magazines Onaplus, Deloindom+ and first recreational monthly Polet fit were also launched in 2011.
2. BUSINESS REPORT
Ljubljana. On 1 January 2009, the company transferred the delivery of newspapers activity to the company
deloindom.si and polet.si. The Delo Group follows technological developments and trends within branches, thereby satisfying even the most demanding market conditions. Delo’s modern Printing Centre provides high-quality color printing for its own newspapers and attachments, as well as the printing of editions for external clients.
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Readers can also read the newspapers and magazines on the web site delo.si, slovenskenovice.si, pogledi.si,
The harsh economic conditions that contributed to the decline in sales of copies of printed media and restricting advertising budgets continued in 2011. Despite the negative trend of pay-daily newspapers, the Delo newspaper remains the most widely read work of the traditional daily newspaper, with the newspaper Slovenske novice still the most widely read daily newspaper. The entry of Delo as the first Slovenian newspaper to iPad and the commenced charging for applications is an important milestone in the gradual transition to different platforms. A MOSS survey, which monitors the movement of visitors online, confirms the correctness of the decision to develop digital content. Key data on operations of the Delo Group
( in EUR )
2009 2010 2011
Net sales revenues
53,756,136
53,728,875
54,601,593
Net profit/loss
-11,522,245
-2,191,968
-1,470,864
Net cash flow 1
EBIT EBITDA Long-term assets
-8,675,049 689,301 1,513,421 556,397 366,578 278,235 3,403,593 3,247,847 3,262,520 25,398,404
24,192,498
22,405,241
Short-term assets
19,458,836
16,962,679
16,240,355
Equity
15,665,385 13,472,842 12,002,091
Provisions Long-term liabilities
7,229,171 5,691,875 4,397,194 21,962,684
21,990,460
22,246,311
Net profit/loss with depreciation
1
The group generated EUR 55.5 million in revenues, reflecting a EUR 0.8 million increase over the previous year. This is the first year of modest growth for the group following several of decline, particularly in difficult economic times. The group generated a positive operating result. The unfavourable business con-
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Basic characteristics of operations in 2011
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ditions, which limited the growth in revenues from the sale of newspapers and advertising space had the greatest effect on profit and loss. During the year the group adapted itself to the current market conditions, particularly with regard to measures involving cost rationalization. The negative total operating result was caused by the negative financing result. Based on the valuations of the certified appraiser, Delo impaired the
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financial investment in Večer, which had the greatest impact on the on negative financing result. Significant business events in 2011
In 2011 the company continued implementing the conversion of the printed editions Delo, Slovenske novice and Nedelo, launched three new magazines and developed digital content. The artistic and contextual transformation of the daily newspapers successfully countered the steep decline in sales of copies of all Slovenian media. The transformation of both newspapers was based on the integration of the editorial boards of Delo and Slovenske novice. The redesign of Nedelo ranks as a major
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development project geared at Sunday reading. The exclusive magazine Onaplus - a magazine for women of vision was launched in March. Two new magazines, one on living culture Deloindom+ and the first recreational monthly Polet fit were also launched in the end of March. According to recent data from the National Readership Survey (published in January 2012), newspaper
LAŠKO GROUP
supplements of Delo have improved their market share. Thus, five supplements of the media company Delo rank among the top ten most widely read print media in Slovenia. At the end of February 2011 the Competition Protection Office issued its consent for the sale of shares of ČZP Večer, d. d. to the company 3Lan, d. o. o. The Ministry of Culture issued a decision to the buyer on December 2011 rejecting the issue of consent for the purchase of the shares of ČŽP Večer.
110 Employees
A high educational structure is characteristic for the company and reflected in its activity and in the complexity of its work processes. Activities for accelerating the retirement of all employees fulfilling the conditions have been implemented since the beginning of the year. The company concluded 2011 with a smaller number of employees than planned. At the end of December 2010 the companies Delo and Izberi had 443 employees, representing a 1% decrease in comparison to the end of 2009. Conclusion
Priorities for management are primarily focused on increasing operational efficiency and thereby improve business results. The company Delo expects a strengthening of the demanding economic circumstances in 2011 which will approximate those of 2011. The key factor of change in the branch will comprise the accelerated transition to digital platforms in lieu of the threat of a decline in sales of printed daily newspaper editions and limited advertisement budgets. Regardless of the stricter economic situation, the company Delo is planning operating revenues of almost EUR 56 million in 2012.
2.10.4 OPERATIONS OF ASSOCIATED COMPANIES Birra Peja, Sh. a., Peć
The Kosovo associate Birra Pei, Sh. a., Furnace (it also is the 100% owner of the subsidiary Birra Pei Albania, which is deemed insignificant for the Union Group) recorded 18.5 million in total sales revenues in 2011 or 17 % more than in 2010. In terms of sales volume, it sold 247 thousand hl of beer (which represented
70% of the total sales value, for the company also sells waters and non-alcoholic beverages), which is approximately at the level of the previous year. The market share of beer in Kosovo fluctuates at around 70%. The largest competitors are Skopje and Nikšičko beer.
with prior years, when the company from revaluations and write-offs of various assets totalling 6.2 million recorded a net loss of EUR 8.2 million. Operating profit (EBIT) in 2011 totalled 0.5 million (2010: EUR -7.1 million) while the simplified cash flow from operations (EBITDA) in 2011 was 3.1 million (2010: EUR 1.3 million). The company is still extremely burdened due to financing costs (the vast majority of them originate from initial borrowing upon the privatization of the company), with expenses related to interest on loans amounting to EUR 1.2 million. The difficult liquidity situation (short-term liabilities at the end of 2011 exceeded short-term assets by a
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Financially, the company in 2011 recorded a net loss of EUR 0.7 million but this result is not comparable
capital injections of both strategic owners: Pivovarna Union, d. d. with a 58% stake as the new controlling owner of the company (due to utilisation of the put option, Factor banka, d. d. as the previous 18% owner of the company called on the Pivovarna Union, d. d. to redeem the denoted stake in December 2011) and Mr. Luka Ekrem with his 42% stake. The company’s management is also counting good cooperation with banks regarding the rescheduling of loans.
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good EUR 16 million with only 10% financed with capital) will be resolved in 2012 through the envisaged
and in financial terms; the market of Albania represents the greatest challenge here. By improving constant and strict financial supervision (the newly introduced financial - accounting system will aid in this endeavour), it is expected that the company will operate financially even better (planned net profit for 2012 is a positive zero and EBITDA EUR 4 million). Newly acquired operations, such as the bottling of the non-alcoholic
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In 2012, the management of Birre Peje is planning moderate growth from both the aspects of sales volume
program Sola for the surrounding markets will contribute to a decrease in the cost per unit of product.
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2.11 Risk management
Active risk management is followed by the timely recognition and response to po-
LAŠKO GROUP
tential threats in order to prepare appropriate measures to protect against the identified risks and decrease exposure to them.
The operations of the Laško Group expose it to a variety of risks, both business and financial. It cannot protect itself against all risks however they can be mitigated through timely action. Therefore, the Group endeavours to the greatest extent possible to identify and cope with risks through an active approach.
112 Active risk management in followed by the timely recognitiom and response to potential threats in order to prepare appropriate measures to protect against the identified risks and decrease exposure to them. Risk management measures are incorporated into daily operations.
2.11.1 BUSINESS RISKS Business risk is associated with the overall business operations and core business of the Laško Group. Among them are The most important among them are market and procurement risks. Market risks are reflected in the reduced level of demand for products or drop in purchasing power in all markets and segments due to the financial crisis and decline in lending to households and firms by banks. These risks have intensified due to the escalation of the situation sales markets, especially due to the arrival of new competitors with cheaper products, closure of customs and other duties and unilateral actions by countries to protect domestic production in markets outside of the EU. The Group attempts to reduce these risks through partner relations with its customers, good quality, new products, efficient supply and partially also through production outside of Slovenia. The Group is protected against the plagiarism and copying of its products through trade mark protection with the Office for the Protection of Intellectual Property. Procurement risks are important due to the exposure to prices of raw materials, which are dependent on the harvest of individual crops (barley, corn) which slightly reduces the impact of globalization. The global inflationary pressures of oil, poor agricultural harvests, climate changes, currency fluctuations, etc. play an important role. The Laško Group increased its share of purchases of raw materials on the commodities markets, which allows for forward purchases and the fixing of purchase prices for a specified period. Selection
of suppliers has been implemented on the basis of organizational rules for quite some years so that they are assessed in accordance with the international ISO 9001:2000 standard with transactions only carried out with suppliers who are capable of quality control, follow the requirements of the clients and comply with delivery times. The Group exploits synergies in the procurement area of identical and similar materials and
2.11.2 OPERATING RISKS Operating risks are associated with the implementation and monitoring of business processes and activities and the use and costs arising while implementing business processes. Risks associated with the production process encompass the risk of an interruption in production capaci-
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raw materials within the scope of joint purchases within the Laško Group.
through regular preventive routine maintenance, regular repairs and the replacement of worn parts with new ones. At any rate, it should be emphasised that investments into production are not optimal due to a lack of funding so risks associated with so-called “investment gaps” will be increase over the years. Risks related to the safety of employees and the production of flawless products are managed with the aid of the ISO 9001, ISO 14001, NSF, HACCP and IFS standards.
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ties due to possible major breakdowns. This risk is estimated to be moderate; the production is ensured
•p roperty-legal risk, which is managed by the conclusion of relevant insurance transactions (fire, machinery breakdowns, accident insurance, etc.);
LAŠKO GROUP
Risks operations are exposed to, to which the Group dedicates substantial a degree of attention include:
• r egulatory risks in terms of changes to the regulations of national and local regulators of competition laws, legislation in the area of food production, consumer health protection, ecological legislation that introduce environmental taxes (concessions for pumping water) or tax on non-returnable containers, and tax and excise legislation, which were managed primarily through the preventive actions of professional services, which follow changes in legislation in its areas of operation in a variety of ways;
• i nformation risks that occur due to natural disasters, fire in the premises, a single component failure, malfunction of the system or application software; they are managed through the creation of updated backups of critical information systems and their segmentation and replication;
• e nvironmental risks due to the ineffective use of all forms of energy, sub-optimal functioning of business processes and embedded technologies which are managed through austerity measures, ongoing maintenance and regular smaller investments and
•H R risks in terms of a lack of adequate personnel and healthy staff which are managed by informing employees of healthy lifestyles, cooperation with physicians, management reviews, etc.
2.11.3 FINANCIAL RISK MANAGEMENT IN THE LAŠKO GROUP To ensure the long-term stability of the Group’s operations, concurrent and detailed monitoring and assessment of financial risks are required. Financial risks are risks that may negatively influence the ability to create financial revenue, control financial expenses, preserve the value of financial resources and to control financial liabilities. The entire activity of managing risks in the Group focuses on the unpredictability and illiquidity of financial markets, attempting to minimize the potential negative effects on the financial stability and performance of the Group. The Finance Department predominantly deals with financial risks while the sales departments are also involved in managing credit risk.
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In 2011 the Company again followed the objective of achieving stable operations and reducing exposure to individual risks to an optimal level. Particularly significant among financial risks are credit risk, interest rate risk, currency risk and liquidity risk and undoubtedly also the risk of a change in the fair values of financial investments in tangible fixed assets and investment property. Exposure to particular types of financial risks
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and measures for protection against them are implemented and evaluated based on the impacts on cash flows. Credit risks include all those risks affecting the decline of the company’s economic benefit due to insolvency of the company’s business partners (buyers) and failure to meet their contractual obligations. The receivables of business partners and their maturities are concurrently monitored, reminders immediately issued concurrently, default interest calculated, and judicial recovery of matured receivables thereby contributing to improved customer payment discipline. The Group also manages credit risk through appropriate insurance of receivables which allows relatively quick and efficient recovery in the event of a deterioration
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of customer payment discipline. Accounts receivables are insured with traditional instruments for claim insurance, such as: bills, bank guarantee and mortgage. The Group partially insures foreign receivables via the SID insurance company. The Group only operates under the system of advance (prepayment) payments with customers that are considered risky with regard to deferred payments and that have a lower credit rating , and we Credit risks are managed and represent a moderate rate of exposure for the Group. Interest rate risks represent the possibility of a change in the reference interest rate on the financial mar-
LAŠKO GROUP
ket, mainly due to long-term loans of the Group linked to a variable interest rate (EURIBOR). According to economic forecasts for the Euro area, a turnaround in the trend of projected growth of the reference rate can be expected. The current forecast is moving towards a reduction in the Euribor. Financing under variable interest rate conditions represents two thirds of all Group financing while the other third represents loans with a fixed interest rate. The hedging of interest rates is undoubtedly a good idea in the case of long-term debt based on variable interest rates; the Group’s loan principals fall due within the next one or two years. In
114
September the Company achieved an agreement with bank creditors regarding a payment moratorium for all long-term credit instalments and to extend the payment deadlines of all short-term loans till 30 March 2012. Events on the financial market are monitored since due to the high degree of indebtedness, the Group will have to conclude an appropriate interest-rate hedge in the correct moment. The Group’s exposure to interest rate risks is assessed as still high, but manageable. Currency risk was not a subject of the Group’s exposure in 2011 as exports and imports are implemented in EUR. Furthermore, the structure of the Group’s foreign sources of funding consists entirely of loans in the common currency of the European Monetary Union. Liquidity risk: Particularly significant among financial risks is liquidity risk, which means the risk of loss due to short-term and long-term insolvency. In addition, the Group needs to monitor and ensure capital adequacy, which means that the Group must always have sufficient long-term financial resources at its disposal with regard to the volume and type of business it carries out. The Group must ensure an adequate ratio between short-term liabilities and current assets. The Group disclosed an excess of current liabilities over current assets, signifying the existence of significant liquidity risk. To avoid problems with the current liquidity, the Group plans cash flow movements of inflows and outflows on the annual level, and also for each individual month. The Group ensures coverage of possible daily liquidity deficiencies through suitable credit lines for the short-term regulation of cash flows in the form of revolving credits and the allowable transaction account limits. Nevertheless, the Group assesses that upon short-term loans with banks maturing it will be possible to arrange renewals of the existing short-term funding resources. Discussions in the sense of creating complete solutions in the form of a reprogramming of all the Group’s financing liabilities for an extended period are carried out with bank creditors on an ongoing basis. In addition, all loans from bank are appropriately secured with the assets of the Group, so should an unfavourable situation in the financial market arise with banks requiring the repayment of loans at maturity, the Group can repay the loans
by selling the assets of the Group. To achieve sustainable levels of financial debt, the Group actively sells investments that are unnecessary for its business. The year 2011 was marked by a number of unpredictable events that directly or indirectly affected the realization of disinvestments. The Group successfully sold the investment in Fructal and Zavarovalnica Triglav, while the sales process for Mercator was unsuccessful. The disabled the immediate divesture of unnecessary property at a reasonable price. Until the conclusion of the divestment procedures, the Group is still subject to a difficult liquidity situation, especially outside of the season when it is expected that it will not be possible to settle all outstanding financial obligations. Given the above, the Group expects to be able to come to an agreement with banks regarding the complete long-term rescheduling of financial liabilities. Considering the aforementioned, the Group assesses that its exposure to liquidity risk is quite high with regard to the situation on the financial market, as well as in the entire economic space and requires special attention.
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investment portfolio, specifics of individual investments and illiquidity on the capital market impeded and
The financial risks of the LaĹĄko Group are described in the financial part of the Annual Report on pages 298 through 301, in Note 32.
LAĹ KO GROUP
liquidity risks it should be highlighted that financial investments are increasingly difficult to sell at desirable prices, are tied to the purchase price which applied a few years ago when most of such investments acquired.
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The risk of changes in fair value of financial investments in tangible fixed assets and investment property is also undoubtedly an important financial risk. In connection with the disinvestment described under il-
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2.12 Financing and the sale of investments
Profits from operations in 2011 were sufficient to pay 74% of the interest from fi-
LAŠKO GROUP
nancing on the Group level. Pivovarna Laško, d. d. covered 68% of the interest from funding with the profits generated from operations in 2011.
The widespread financial and economic crisis, which has long been present in the Slovenian business environment, is also reflected in the constant difficulties in ensuring current liquidity, both within the Laško Group and in the parent company Pivovarna Laško, d. d.
116 The year 2011 was marked by ongoing problems related tpo the regulation of both monthly and daily current liquidity. Liquidity was especially problematic in the first three months of the year due to the off-season, lower sales of the Group’s product assortment and the poor payment discipline of customers in general. The Group must also prepare for the production season during these months. i.e. purchasing the required raw materials, intermediate materials, advertising materials and carry out other activities that are required to start-up production in the upcoming season. The high level of indebtedness represents the greatest burden to the Group’s liquidity.
The greatest obstacle to short and long term liquidity is the high level of indebtedness of the Laško Group, especially the two breweries, where the main debt burden is borne by Pivovarna Laško, d. d. As at 31 December 2011 the Group owes EUR 377.7 million to institutions on the financial market of which Pivovarna Laško, d. d. is responsible for EUR 222.6 million, Pivovarna Union, d. d. for EUR 122.7 million, Radenska, d. d. for EUR 17 million and Delo, d. d. for EUR 15.4 million. In 2011 procedures were carried out for the sale of the 93.73% stake in Fructal, d. d., owned by Pivovarna Union, d. d. The sale was successfully concluded and financially realised on 16 February 2011. Pivovarna Laško, d. d., in addition to financial liabilities to financial institutions, also has a financial liability towards the Group amounting to 42.4 million. Due to the high level of indebtedness, liabilities arising from financing represent a substantial burden for current liquidity. The Group in general earmarks EUR 2 million on the monthly level for the payment of interests for loans received; of this Pivovarna Laško, d. d. with EUR 1.2 million and Pivovarna Union, d. d. with EUR 0.65 million. Last year the Laško Group utilised 60% of its EBITDA for the payment of interest from financing. Pivovarna Laško, d. d. had earmarked over 90% of EBITDA generated in 2011 for interest payments in 2012 while Pivovarna Union, d. d. has earmarked 50% of its EBITDA of 2011 for this purpose. The profit generated from operations in 2011 was sufficient to pay 74% of the interest arising from financing on the group level. Pivovarna Laško, d. d. covered 68&% of the interest from operating profits in 2011 while Pivovarna Union’s operating profit surpassed the amount of interest from financing by 16% in 2011.
Rescheduling agreement reached with all creditor banks
The Company achieved agreements with all bank creditors regarding the rescheduling of all short-term loans until 30 March 2012 and agreements on moratorium for the repayment of all credit instalments. The Management Board is still endeavouring to negotiate a complete rescheduling of all financial liabilities in vidual banks was prepared for this purpose and, as such, was presented to all the creditor banks in a joint meeting on 28 February 2012. The proposed financial restructuring plan provides for the divestment of investments in Mercator and Delo and a proposed rescheduling of loans that are secured with the denoted investments available-for-sale. The proposal includes the rescheduling with the moratorium until the time of divestment. Other long-term loans will be rescheduled in the long-term through e repayment installments that are adjusted to the cash flows of the breweries. After a month of negotiations with the banks, all the creditor banks Pivovarna Laško, Pivovarna Union and Radenska coordinated their positions and reached an agreement on the rescheduling of loans, which the Group was also informed of in writing. The banks
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the long-term. A financial restructuring plan with a detailed proposal for the repayment of loans by indi-
loans in accordance with the Group’s proposed rescheduling plan which is part of the financial restructuring plan. Exceptions were two banks, whose position is that they would currently extend the loans by 6 months. Some of the banks confirmed the rescheduling of loans for a period of 5 - 7 years. The banks rescheduled the loans secured with shares of Mercator with a moratorium of one year. The financial restructuring plan also envisages agreed lower interest rates which are being negotiated bilaterally with each bank. Since the final decision on the rescheduling lies within the jurisdiction of the credit committees of banks, the signed
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adopted the decision to extend the loans for a minimum period of one year, with repayments of individual
Implementation of activities of the Laško Group within the scope of divestments
Laško Group constantly carries out activities related to the disinvestment of investments as well as other unviable business assets. Procedures for the sale of a 79.25% stake in Evening Company, which were carried out the second half of 2010, were suspended late last year. Ministry of Culture in its decision rejected the application of a potential buyer for approval to acquire more than a 20% ownership stake in Večer, d. d. The Group will however continue with the sale of investments and new potential customers. Sale of Delo, d. d., is suspended because an a lack of offers that would be consistent with the tender. The Group will continue the procedures for the divestment of Delo, d. d. Procedures for the sale of 93.73% stake in Fructal, d. d, have been taking place since February of last year. The sales contract with the company Nectar of Serbia was signed on 25 July 2011. The transaction was completed successfully and realized financial realised on 16 December 2011. A portion of the proceeds received from the sale (EUR 25 million) out of the EUR 35.3 million received was paid to the creditor banks for the pledge on the shares and real estate of Fructal. EUR1 million remained on the fiduciary account for a period of 18 months, and serves as a potential guarantee for the buyer. The remainder of the proceeds remains on the deposit account of Pivovarna Union, d. d. Last year the Management Board investment maximum efforts to sell a 23.34% stake of the Group’s investment in Mercator, d. d., but due to objective reasons, the realization of the sale did not occur. The Supervisory Board of Pivovarna Laško, d. d. adopted the following resolution on 4 May 2011: The Supervisory Board agrees that it could not accept the offer of Agrokor due to the CPO decision no. 306-29/2011-4 of 26 April 2011 in the matter regarding an assessment of the conformity of the concentration and decision on the rejection of the temporary order of the Supreme Court no. G 23/2011-11 of 29 April 2011 due to elimination of the decision of the defendants no. 206-29/2011-4 of 26 April 2011, regarding the request for the issue of a temporary order, the Company may not dispose of the MELR shares interim measures, pending further unable to dispose of the shares MELR until further notice.
LAŠKO GROUP
contracts on the reprogramming of loans is expected to be received from the banks by the end of April.
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Sale of Jadranska pivovara – Split, d. d., was suspended since no offers were received from potential buyers. Activities to streamline operations are being implemented on a continous basis. Activities for the sale of a stake in Thermana, d. d. are being implemented through the sales intermediary
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NLB d. d. Pivovarna Laško, d. d. signed a sales agreement on the sale of shares of Thermana, d. d., Laško on 10 October 2011. The joint sale comprises a 51.96% stake in Thermana. A public tender for the sale of the investment was published in the newspaper Delo on 28 November 2011 No interested parties for the purchase of the stake currently exist. In February, the Group sold its entire block of shares of Triglav, d. d., labelled ZVTG for a price of EUR 17.50/share. The block of shares comprised 366,944 shares owned by Radenska, d. d. in the total value of EUR 6,421,520.00, 17,712 shares owned by Pivovarna Union, d. d. in the total value of EUR 309,960.00 and 26,960 shares owned by Fructal, d. d. in the total value of €EUR 471,800.00. A contract was signed with the company Final Art, d. o. o. for the sale of the following real estate:
• f or Pivovarna Laško: the Hum and Savinja Hotels in Laško, Tri lilije sports hall in Laško, a warehouse at Letališki 32 in Ljubljana and a warehouse in Varaždin,
• f or Pivovarno Union: land and the “Bellevue Center” project and a warehouse in Maribor, • f or Radenska: an office building in Radenci.
LAŠKO GROUP
•T he Group successfully realised the sale of the warehouse in Varaždin and closed the financial transac-
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tion.
In order to effectively manage the segments more responsive to market signals
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Marketing activities
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2.13
responsibilities between the Head of the beer, water and non-alcoholic beverage brand groups.
A step to a higher level of performance of the Laško Group also includes the changed commercial sector
LAŠKO GROUP
and long-term growth of the Laško Group, we divided commercial and marketing
which was merged with the marketing and development sectors so that management is now delegated according to beverage categories or brand groups. In order to effectively manage the segments more responsive to market signals and long-term growth of the Laško Group, commercial and marketing responsibilities were divided between the Head of brand groups of beer, water and non-alcoholic beverages in 2011.
2.13.1 BEER BRAND GROUP Marketing activities of the beer brand group
Alongside the harsher economic conditions, marketing efforts in 2011 continued to be carried out so as to best contribute to the successful operations of the Laško Group. Thus funds and activities were focused on maintaining position in the domestic market and intensive growth in the foreign markets. Intensive work regarding the development of new products at the beginning of the season provided a wide range of new products that have defined the guidelines for further development of the Slovenian market of beverages. All activities throughout the year either supported the newly launched products or umbrella projects of both major Slovenian breweries. Products of the beer brand group
Saturation of the domestic market and the large market share presents the Laško Group with a challenge, how to defend its position of market leader, while growing through the development of new segments and sub-segments. Four completely new brands of beer were presented on the market and two brands were enriched with new products in 2011. iC Cider wines were introduced as a novelty in April 2011 and represent a new potential segment in the Slovenian market. iC Cider is a beverage with a 4% (percentage volume) content of alcohol, a type of “sparkling cider” with a distinct flavour of apples, which primarily targets wine drinkers and non-beer drinkers.
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Cider is one of the constantly growing segments in the beer industry and together with beer mixtures made notable movements in a number of European markets in the last decade and at the same time, it is becoming an increasingly more common practice for multinational breweries to include them in their portfolios.
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Another movement in the beer brand group was created with the launch of two brands of malt beverages - Laško Malt and Malt Union. While the Union Malt pineapple flavored beverage ia an already established brand on certain markets of the former Yugoslavia, Malt Laško Malt from Pivovarna Laško and its two flavors – apple and peach represent a novelty. The declining trend in the consumption of alcoholic beverages has been globally observed as a growth in the consumption of beers with lower or reduced alcohol content. In this light, the Company launched a new light beer from Pivovarna Laško - Laško Trim. The name alone suggests that this product is intended for more the active segment of the population who enjoy beer. With the classic 0.5 liter container and its
LAŠKO GROUP
ANNUAL REPORT 2011
placement in the line of Laško umbrella brands, the Company desired to present a standard prized beer to separate it from the aspect of price from the premium segment, which already includes Laško Light. The new taste Union Radler Redorange with red orange and pomegranate flavours represented A major novelty in the sub-segment of beer mixtures in 2011. Extension of product lines, following the success of Union Grape in the past two years was a logical move as proven by its successfully implemention and continued growth of the Radler brand. Changes were also implemented in the Bandidos line, where the Group presented the newcomer Bandidos Sun-flavored orange and guava. Bandidos Sun later replaced the weaker sales of Bandidos Cuba Libre. A wide array of new products required more sales activity, in particular added exposure at sales points in the commercial segment and promotion in the catering sector. Existing items in the sales portfolio were
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mainly supported through added exposure and collective promotional packs (Multipack 5 + 1, 3 + 1, m ultipack + glass). Prices
Price positions as in the previous year did not change in 2011. The Zlatorog Laško and Union Light beer Umbrella brands remained representatives of the middle price class while the Laško Club, Dark Laško, Laško Light, Union and Premium Elixir brands are classified as specialty beers in the higher price range. Bandidos ranked somewhat below the higher price range as a low premium product in 2011, joined by iC Cider. Export Pils and Union Pils continue to be key products in the lower price range. Radler is a key generator of positive sales results and was still embedded in the medium price range 2011, and was joined by Laško Malt which has a slightly lower price position.
Marketing communication
Corporate communications and promotion of umbrella brands
Marketing communication activities in 2011 were implemented in line with longer-term projects to promote awareness of return packaging. Efforts and resources for the umbrella beer trade marks Zlatorog Laško and Union Light were coordinated and focused throughout 2011. Corporate communications alongside sponsorships for Pivovarna Laško were also supported with the “Full of Pride” campaign of 2010, while Pivovarna Union continued implementing the “Connected in Passion”, campaign in 2011 which was upgraded with a series of “Little Union Dragon” animated ads to support key sporting events throughout the year. The umbrella corporate campaigns were supported with elements of traditional media with great emphasis was given to web advertising and communication through social networks, which are the communication bases of younger target audiences.
The Laško umbrella brand campaign “Flaško nazaj v Laško” focuses on the importance of return packaging. The “Flaško nazaj v Laško” campaign was supported by traditional media through television ads and print media and a national SMS prize game and online communications. Sweepstakes were conducted through the summer months, with the response surpassing all similar activities carried out in Slovenia until increased activities focused on returnable packaging in the retail segment. One of the key activities in 2011 was the repeat “Let’s go to the mountains” project of 2010. The campaign was also carried out in 2011 partly as a solo project, and partly to support the “Full of Pride” umbrella corporate campaign. Both breweries, with the aid of a multitude of media, also supported sports sponsorship through the campaigns “Cheer the Laško Way!” and the “Little Union Dragon”. This enabled better activation of sponsorships
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then. The campaign was supported with both umbrella brands which also included sales activities, with
The company prepared an upgrade of the “Refreshments at the Finish Line” campaign alongside the launching of Radler Redorange with the product supported by online communications and activities on the Facebook web portal. Radler was further supported by television spots and the campaign “Refreshments at the Finish Line” campaign in foreign markets. iC Cider
The development of the iC Cider brand required a comprehensive communication campaign at its launch, which was entitled “iC Cider. 100% Star Entertainment” started in May 2011. The campaign was supported with a comprehensive mix of traditional and modern media (television spots, print ads, outdoor advertising,
LAŠKO GROUP
Union Radler
ANNUAL REPORT 2011
and further supported other activities in the field of sports sponsorships.
web advertising, communications in social networks) and with the support of the Horeco and other retail sales channels. Degustations and product promotions were carried out during the season; communication activities however followed a number of sales promotion activities, all with the objective of increasing brand and segment awareness and a growth in the distribution index. Malt beverages
The malt beverage segment was also supported with elements of traditional and modern media, and included both the Laško Malt and Union Malt brands, The “It’s easier to start, if you know what awaits you in the end” campaign was prepared for Laško Matl which supported top Slovenian athletes - the handball player Luka Žvićej and the captain of the soccer club NK Maribor Marcos Tavares. The campaign was further supported with the sales activities in retail and the Horeca distribution channels and especially through activities at sporting events. The market presence of Union Malt was supported through printed ads and sales promotion activities. Bandidos
The Bandidos brand was supported with the “Forever” campaign in 2011 which accompanied the renovation of the brand’s corporate identity in 2009. The media mix consisted of television spots, print ads, outdoor advertising, web advertising and with an emphasis on direct communications through social networks. The brand was also supported by the year-round project at the end of February 2012 - “Support Your Local Sport”, with which the company desires to provide opportunities to young members of adrenaline sports through a joint project to compete in an interactive way for financial assistance for their sports facility. In 2011 the company continued implementing the “Bandidos Freestyle Assault” external campaign which the large Bandidos cushion within the scope of Festival Lent 2011, Beer and Blossom Festival 2011, Pulse of Youth 2011 and larger sports events.
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Development projects
With the introduction of two completely new brands and supplementation to the existing lines, the optimal use of the product portfolio, timely replacement of less potential products and constant development of
2. BUSINESS REPORT
products, product lines, segments and sub-segments will be of key importance for the Group. Marketing and development in the Laško Group represents one of the key factors to help the Group escape from an unfavourable situation, simply because the environment does not allow much room for outdated concepts or non-observance of market characteristics. It will continue to develop new tastes in the Radler segment which is successful in the domestic market and in the foreign markets where the Union Radler brand acts as a challenger, prepare a supporting product - Laško with different flavours of non-alcoholic juices. The beer mixture has all the characteristics of Radler
ANNUAL REPORT 2011
but will not be a generic brand, but be a part of the Laško line. The brand will be aimed at foreign markets with the business goal of launching another radler in the beer brand group being improved presence in the radler segment in foreign markets thereby supporting the Union Radler as an umbrella brand of Laško. Flavours being developed are lemon with lime (Lemon & Lime) and orange guava (Orange). The product will be available at the start of the season 2012. The structure of the domestic market in terms of the portfolio of brands in Slovenia will not change, with
LAŠKO GROUP
the only own brand of the Group remaining Union Radler. It should be noted that the Group has long been collaborating with all key retailers in the Slovenian market, with whom it also carries out joint development of their own retail brands; this will be reflected in the form of retail radler brands bottled by one of the Group’s breweries. The Group wishes to capture the malt segment on the domestic market and establish guidelines for the
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development of the segment in the wider region. Therefore in 2012 the Group will optimize the product portfolio and only maintain one of the two malts based on production capacities. The segment of non-alcoholic and light beers is also an important segment in the long-term, which although rising worldwide, is stagnating in the Slovenian market under their potential. The Laško Group will thus optimize its light beer segment in 2012 and offer the market only one product, which will combine the quality and favourable price policy of the current Laško Trim and Laško Light. The optimization of cost-effectiveness will be addressed more and more and will be reflected in the contraction of individual packages of products and the launching of products on more markets, since the Group has to utilise funds more effectively in order to fulfil its basic mission - to create products with added value for consumers while still meeting its obligations to shareholders and creditors.
2.13.2 NON-ALCOHOLIC BEVERAGE BRAND GROUP Marketing activities of the non-alcoholic beverage brand group
Laško Group offers a wide selection of soft drinks on the Slovenian market, a market where the majority of sales are realised. The development of categories is focused on ice teas, nectars, fruit drinks, sports and energy drinks and syrups. Focus throughout the year remained on the iced tea segment, where Sola remained the leading brand on the Slovenian market and the development of fruit drinks, which due to changed consumer habits are gaining ground.
The category of soft drinks will remain an important part of the Laško Group’s offer. Playing the role of challenger in the market in the coming years, the Group will continue to ensure development and focus efforts on increasing sales in the domestic market, as well as in those key markets in which the remainder of
Products of the non-alcoholic beverage brand group
Ice teas
The ice tea segment remains a part of the Laško Group, despite all the market challenges posed as the leading producer in Slovenia. The ice tea brand Sola, along with the Radenska and Vital ice teas also played a major role in 2011 and together, represent slightly less than half of the market share. The quality of the ice tea line in Radenska was improved with a new composition without preservatives and sweeteners. The new line
2. BUSINESS REPORT
produced beverages are realised.
Sales of nectar in the retail sector (data without discount) fell in in comparison with the previous year. Part of the decline can be attributed to the growth in discount sales on the Slovenian market; nevertheless Frupi nectars remain the fourth best-selling nectars in Slovenia. Fruit drinks
Despite the overall decline in the market and in purchasing power, the consumption of fruit drinks in 2011 remained at the same level as the previous year. The Laško Group offers the Sola, Radenska ACE and Frupi brands in this segment. A novelty in the segment is Sola Limonada which was presented in the first half of
LAŠKO GROUP
Nectars
ANNUAL REPORT 2011
which is now ready and is now prepared with a base of natural mineral water and equipped with a modified design of labels is richer by a new member - ice tea with the flavour of cactus figs.
the year while two new fruit drinks with the flavours currant -raspberry and orange-lime were launched by Vital. In August Vital also launched the improved Bibita Orange and Bibita Tropic without artificial sweeteners. Sports and energy drinks
The Laško Group possesses two products in this beverage segment: Sola Isošport and Radenska Sprint. Sales of the product were successful in 2011 with the share of sales also increasing for store brands, which primarily compete on the level of prices. Syrups
The syrup segment remains a key brand of Vital’s Frupi the sales of which rose compared to the previous year. Carbonated drinks
The carbonated fruit drinks Style, Ora and licensed bottled Pepsi are also a part of the Laško Group’s offer. The Group supplemented the successful Ora line with the flavour bitter lemon, prepared on the basis of Radwnska spring water so that it contains its own carbon dioxide in 2011. The existing flavours of the Stil brand, orange and lemon, were supplemented with the flavour apple.
Marketing communication
Sola
In April 2011 the Group began bottling of Sola soft drinks and Zala and Za water in a new plastic bottle. The main objectives in developing the new bottles were to modernise the square shape in line with trends and make a lighter and more environmentally-friendly bottle. Support activities were focused at acquainting
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consumers with the new plastic bottle. A media statement containing the key message of reducing carbon footprints was prepared for the new look. The Group organised “The only flavour that moves you” campaign in the media for Sola ice teas which
2. BUSINESS REPORT
was supported by traditional and modern media. The Group continued implementing its successful promotional campaign “Sola Move and Create” for the fifth consecutive year aimed at its youngest consumers. The concept “Sola sports polygon and children’s creative workshops from empty plastic bottles” was prepared for children’s events, swimming pools and bowling clubs. The Group prepared a prize game “To school with Sola” and a promotional campaign with the same message in September. The campaign was intended to promote the sale of the beverages Sola, Za and Zala at newsstands across Slovenia.
LAŠKO GROUP
ANNUAL REPORT 2011
The newcomer in the Sola Limonada line was supported by print ads and the “retro” coloured communication campaign “No more sour faces - new good Sola lemonade”, which was aimed younger target audiences. Vital
Vital Mestinje primarily carried out on site sales promotion activities in 2011. The renewal of Bibita was supported by advertising in local and regional print media in August. The website of Vital Mestinje was revamped in 2011 as part of the marketing and communication activities. Ora
The product Ora bitter lemon launched in May was advertised on billboards and on television. In order to establish contact with young people who form a key part of the target group, the Group focused communications at social networks and with promotional campaigns and sales promotion campaigns built brand awareness. Ora with its effective communication mix earned second place in the terms of the total awards at
124
the Slovenian Advertising Festival (SOF). Ice teas
The renovation of the image of ice tea and the launch of a new flavour for Radenska Ice Tea cactus fig were carried out in November 2011 supported by promotions in stores and outdoor advertising. Carbonated fruit drinks
The Pepsi brand was advertised in the Colisseum Cinema chain centers and on television with a web site for the Pepsi brand prepared at the end of the year. In June the Group supported with the BMX Pepsi Evolution contest. Communication activities were also supported with sales promotion activities throughout the year.
Development projects
The fruit drink segment with the Sola brand will continue to be developed; in 2012 two new flavours will be added to the Sola Limonada brand and its overall image and character of the product itself revamped to bring it closer to new drinkers. Constant development in the new organizational structure to integrate certain services will ensure competitive products and help the Laško Group better variegate the non-alcoholic beverage segment.
2.13.3 WATER BRAND GROUP Marketing activities of the water brand group
of water and has almost absolute control of certain segments. Although it possesses a high market share, the harsh conditions and growing threat of the entry of competition has led the Group to spread and balance its portfolio of water and water with additives. New opportunities for growth in a highly competitive market are also constantly developing in the category of water.
Products in the water brand group under development in 2011
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Water is not just water. Laško Group is also one of the key players in the Slovenian market in the category
The segment of still waters comprises Radenska Naturelle, Zala and Ode waters with the Group dominating the market segment in the upper, middle and lower price ranges due to its pricing policy. Oda and Zala together cover nearly a quarter of the Slovenian market. The very nature of the products does not allow many opportunities for development, so the Group desires brand movements and added value movement by optimizing the design and composition of packaging. Zala spring water just like the beverage brands Sola and Za product lines obtained a new plastic bottle, which with its reduced carbon footprint and attractive new
ANNUAL REPORT 2011
Still waters
Carbonated waters
The protagonist among carbonated waters is Radenska Classic as in the year before, and along with the brand Radenska Light possesses over a 50% market shares and remains synonymous with mineral water
LAŠKO GROUP
design can keep pace with any other competitive water on the market.
in Slovenia.
125 Flavored waters and functional waters
The Laško Group is also the leading provider of flavoured waters on the Slovenian market. The Group offers the brands Za and Oasis which comprise flavoured waters, which together represent nearly two-thirds of the market. Flavoured waters are an example of success for which continuous development is being implemented in conjunction with marketing communications. The brand Za was thus enriched with the flavours Za Sport and Za IceMint in 2011. Although it is the first water containing fructose and a minimum of sugar in the Za line, Zala IceMint was given a new flavor combination of lemon and mint. Radenska also added a new flavour to Oaza water. Following the testing of a variet of flavours, the company selected cherry which was rounded of with an extract of white tea. The basic guideline in Oaza waters is enjoyment however it was decided to also achieve the required functionality of the product by adding extracts of healthy teas. The family of functional waters was expanded with a new flavour and functional additives which were interesting for the market. The company also launched Radenska Plus Feelgood strawberry flavor with a significant addition for this group of products: L-Carnitine.
Marketing communication
Zala and Za - new plastic bottle
In April 2011 the Group began bottling Sola beverages and Zala and Za water in a new plastic bottle. The main objective in developing the new bottles was to update the square shape in line with trends and make it a lighter and more environmentally-friendly bottle. Support activities are focused in making raising consumer
awareness of the new bottle. A media statement containing the key message of reducing carbon footprints was prepared for the new look. The Group also prepared a refreshing new bottle design and for Zala spring water and switched to a transparent plastic label.
2. BUSINESS REPORT
This year the Laško Group was the only main sponsor during the top-viewed show in Slovenia this year Slovenia ima talent (Slovenia has talent) with its Zala and Sola brands. The Group continued to implement the market “full of life” communication campaign for the Zala brand. In addition to media advertising and advertising at events, increasingly more emphasis is being placed on eco-advertising and occurrence. The Zala brand won the Trusted Brand award for non-carbonated bottled water in 2011, showing that Slovenian consumers trusted this brand the most. A new product, Za IceMint with a lemon and mint flavour, was added to the still popular flavoured waters of the Za brand in 2011. SI ZA? (How about it?) was the brand message, which win addition to TV spots was
LAŠKO GROUP
ANNUAL REPORT 2011
supplemented with innovative 3D posters in Slovenia. Za
In early June, in addition to Za IceMint, the Group also successfully surprised Slovenian consumers with the new fruity Sola Limonada drink. A “retro” campaign on billboards with the message “No more sour faces - the new good Sola lemonade” contributed to the successful and rapid recognition of the new product on the market. Oaza
The majority of marketing activities at Radenska began to take place in April 2011, with the launching of Oaza cherry on the market. The new product was advertised in printed media and supported by activities in stores (degustations, exposure). In May and June, Radenska organized the all-Slovene bonus campaign “Find Oaza” which was supported by a variety of media: TV, billboards, print media, web and radio. The com-
126
munication campaign was accompanied by an additional promotional sale of cooling bags in the stores of the largest Slovenian retailer. Functional waters
The new flavour of Radenska Plus Feel Good was supported with print ads and key chains and degustation at sales points in June. Natural Radenska mineral waters
The Group was present as a sponsor of the show Slovenia has talent with an emphasis on the natural mineral water Radenska Classic. Activities involving waters continued in June with the recording of the television spot “The power of water” together with the Slovenian band Perpetuum Jazzile which was aired in the summer. The campaign itself proved successful online and its high viewing rate set new milestones in its category. To effectively reach younger target groups, the company actively communicated in social networks throughout the year and with the “Come to the playground” campaign as an umbrella campaign worth highlighting. Promotional activities at Slovenian retailers were carried out in line with the communication activities. The use of secondary packaging - foil as advertising space at points of sale should be highlighted as an example of best practices in 2011, which the company communicated the positive properties of natural mineral water consumption in 2011. Oda
Oda, spring water from Pivovarna Laško, classified in the stagnating category of spring waters defended its position as “Best Value” in 2011, maintaining its market share. Communication in the form of comprehensive campaign was not supported; the media mix primarily consisted of PR activities, small print ads and online advertising during sales promotions.
Plans for 2012 and the development strategy
The Laško Group’s desire is to remain the leading producer of beer and mineral and
ANNUAL REPORT 2011
2. BUSINESS REPORT
2.14
quality, ,product awareness and successful sales on foreign markets.
The Laško Group will endeavour to remain the leading producer of beer and mineral and spring waters in Slovenia with a dominant market share and a competitive producer with a more visible market share in the
LAŠKO GROUP
spring waters in Slovenia with a dominant market share with an emphasis on superior
field of non-alcoholic beverages.
127 With an emphasis on high quality and product awareness, the Group plans to be successful also on foreign markets, particularly on the markets of South-Eastern Europe, in the area of selling beer, water and nonalcoholic beverages; we also aim to be comparable with European competition as far as business efficiency and return on equity are concerned. Plan for 2012 and sales in 2011 of the Laško Group - by product group
( in hl )
Beer
Plans 2012 Sales 2011 Index 12/11
2,341,709
1,974,735
118.6
Mineral water
712,431
657,224
108.4
Natural spring water
210,969
184,842
114.1
Flavoured water
257,713
256,115
100.6
Fruit juices, nectars
27,600
25,306
109.1
502,788
528,291
95.2
26,992
24,194
111.6
2,427
1,272
190.8
Together
4,082,629
3,651,979
111.8
(Divestment of Fructal and Frukt. Mak)
4,082,629
4,400,717
92.8
Other non-alcoholic beverages Syrups Other alcohol
- by individual company
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( in hl )
Plans 2012 Sales 2011 Index 12/11
Pivovarna Laško
1,040,918
975,838
106.7
Pivovarna Union
1,565,408
1,548,953
101.1
Radenska Radenci
1,032,805
994,734
103.8
137,850
132,454
104.1
Vital Mestinje Birra Peja Total
305,648
-
/
4,082,629
3,651,979
111.8
The Group will continue with its strategic orientation placing emphasis on production and sale of innovative and trendy products, maintenance of the market positions of our own brand names on the domes-
ANNUAL REPORT 2011
tic market, and recovery and expansion of previously achieved positions on foreign markets. It intends to achieve planned cost effectiveness through professional colleagues acting as teams and in accordance with the policies of the Laško Group. Activities involving sustainable development and concern for the environment will continue to be implemented to enable the Group’s social responsibility to be implemented through an optimal use of entry materials, raw materials and energy. The Group will safeguard and protect its own water sources and prevent
LAŠKO GROUP
negative effects on the environment due to development and investment activities.
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Through an efficient and rational approach, The Group expects to resolve ecological effects; it will achieve a competitive advantage by managing production, ecological and energy costs in this period of deteriorating economic circumstances.
Quantitative and structural overview of the planned sales of beverages in 2012 for the Laško Group
Mineral water Natural spring water Flavoured water
1,000,000
Fruit juices, nectars Other non-alcoholic beverages
500,000
Syrups
0 Plan 2012
Other alcoholic beverages
( in hl ) Plans 2012
Beer
in %
2,341,709 57.4
Mineral water
712,431
17.5
Natural spring water
210,969
5.2
Flavoured water
257,713
6.3
Fruit juices, nectars Other non-alcoholic beverages Syrups Other alcoholic beverages
27,600
0.7
502,788
12.3
26,992 0.7 2,427
0.1
Total 4,082,629
100.0
Consolidated income statement of the Laško Group for 2012
( in EUR, exclud. no. of employees ) Plans 2012
Total revenues
272,766,374
Total expenses
244,626,188
Depreciation 18,685,438 Total profit
59,540,423
Taxes 6,495,634 Net profit
53,045,059
Net cash flow1 71,730,497 EBIT 29,992,413 EBITDA 48,677,851 Average no. of employee hours 1
Net profit with depreciation
ANNUAL REPORT 2011
1,500,000
915
LAŠKO GROUP
2,000,000 in hectolitres
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Beer
2,500,000
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ANNUAL REPORT 2011
2. BUSINESS REPORT
2.15 Events following the conclusion of the fiscal year
The companies Pivovarna Laško, d. d., Pivovarna Union, d. d. Ljubljana and Radenska, d. d.,
LAŠKO GROUP
Radenci transformed from an actual group into a contractual group. Conclusion of the procedure of sale of the shares of ČZP Večer, d. d. and 3Lan, d. o. o.
On 13 December 2011, the Ministry of Culture issued a decision rejecting the application of 3 Lan, d. o. o. for the issue of consent for acquisition of more than a 20% ownership stake in the company ČŽP Večer, d. d. The acquisition of the denoted consent by the buyer 3Lan, d. o. o. was one of the deferred conditions for the
130
conclusion of the contract for the sale of 202,788 shares or a 79.24% stake in ČŽP Večer, d. d. which was signed on 23 June 2010 between Delo, d. d. as the seller and the company 3 Lan, d. o. o. as the buyer. An administrative dispute was permitted against the aforementioned decision of the Ministry. The deadline for filing an appeal expired on 16 January 2012. An appeal was not filed so that the decision became final and the sale procedure with the company 3 LAN, d. o. o. could not be implemented. General Meeting of Shareholders of Pivovarna Laško
A General Meeting of Shareholders of Pivovarna Laško, d. d. was held on 30 January 2012. Details of the rejected proposal and General Meeting decisions which were not adopted are published on the website of the Ljubljana Stock Exchange, Ljubljana - SEOnet and on the Company’s website. Contractual group
The Annual General Meeting of Shareholders of Pivovarna Laško, d. d. was held on 30 January 2012 (NLB as the largest owner and Banka Celje due to the decision of the Securities Market Agency were unable to exercise their voting rights). The General also adopted a resolution that approves the management contract which has concluded on 27 December 2011 between Pivovarna Laško, d. d. Laško, d. d. as the parent company and Pivovarna Union, d. d. as the subsidiary and the management contract, which was concluded on 27 December 2011 between Pivovarna Laško, d. d. Laško, d. d. as the parent company and Radenska, d. d., Radenci as a subsidiary. The General Meetings of Shareholders of Pivovarna Union, d. d. and Radenska, d. d., Radenci also gave their consent to the individual management contracts on 31 January 2012 The management contracts have linked Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci from actual an actual group into a contractual group.
Acquisition of a majority stake in the company Birra Peja, Sh. a., Peć
On 15 March 2011 Pivovarna Union, d. d. and Factor banka, d. d., as an extension of the contract of forward sale of shares of Birra Pei, Sh. a., Kosovo which originated in March 2007, concluded contract on the put sale option which would expire in 15 December 2011. On 29 November 2011 Factor banka, d. d., the 18% d. d., to purchase its 18% stake in Birra Peji, Sh. a. On the basis of the request of Factor banka, d. d., Pivovarna Union, d. d. remitted EUR 4,739,782.22 on 15 December 2011 for the said 18% stake. The process of enforcing the put options was concluded on 18 January 2012. As at that date, Pivovarna Union, d. d., became the majority owner with a 57.6% stake of the denoted company in Kosovo. Squeeze-out of minority shareholders in Jadranska pivovara – Split, d. d.
Pivovarna Laško, d. d. implemented a procedure for the squeeze-out of minority shareholders in shareholders in Jadranska pivovara – Split, d. d. It filed a request with the court, the latter of whom appointed a
2. BUSINESS REPORT
owner of Birra Pei, Sh. a. at that time, on the basis of the above option contracts requested Pivovarna Union,
Jadranska pivovara held on 24 February 2012, the decision was made to squeeze-out the company’s minority shareholders. Pivovarna Laško owns 5,396,932 shares from the total share holding of 5,426,217, representing a 99.46% stake. The minority shareholders possessed the remaining 29,285 shares. After entry of the decision in the court register, the shares will be transferred to Pivovarna Laško, unless a challenging action is filed against the decision of the General Meeting. Compensation will be paid to shareholders after the entry
ANNUAL REPORT 2011
court expert, i.e. authorized auditor who assessed the value of the shares at 14.79 kn; Pivovarna Laško then specified an appropriate compensation in the amount of 16.5 kn. At an extraordinary general meeting of
Criminal investigation against Pivovarna Laško, d. d. due to the acquisition of MELR shares in 2005
On 9 March 2012 Pivovarna Laško, d. d. received a decision from the Higher Court in Ljubljana whereby,
LAŠKO GROUP
of the decision in the court register.
following an appeal to the District Attorney, allowed the criminal investigation which the District Court in Ljubljana had already stopped on 3 June 2011. This regards a criminal investigation against several suspects, including against the former director of Pivovarna Laško Bosko Šrot and two legal entities, including Pivovarna Laško, d. d. Among other things, fraud is alleged against two suspects, one of which is Bosko Šrot under Article 217 of the Criminal Code in connection with Article 25 of the Criminal Code. The legal persons are suspected of the criminal act of fraud under the Article 27 in respect to Article 25 of the Criminal Code. The subject of the criminal proceedings in the case of Pivovarna Laško, d. d. was the purchase of Mercator shares from SOD on 30 August 2005, which SOD had sold to Pivovarna Laško at a price of EUR 158.62 per share. Bošk Šrot is accused of having participated in the execution of the transaction with the purpose of unlawfully acquiring proceeds for a third party, namely Pivovarna Laško, d. d. By specifically deceiving certain natural persons, and consequently his omission of a competitive bid in the amount of EUR177.34 per share, Boško Šrot created an economic benefit of at least EUR 8,279,124.39for Pivovarna Laško, d. d. Pivovarna Laško, d. d., as a legal entity is alleged to be responsible for the offense, which was committed in complicity with Boško Srot, since the alleged offense was committed in favour of Pivovarna Laško, d. d., which would henceforth also have at its disposal unlawful proceeds of at least EUR 8.2 million. Lawsuit against Era Good
On 13 January 2012, the Group received a lawsuit from the plaintiff Era of Good, d. o. o. against the defendants Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci for the recovery of damages in the total amount of EUR 958,356.00 (EUR 509,749.55 from Pivovarna Laško, EUR 348,458.24 from Pivovarna Union and EUR 100,148.21 from Radenska) with default interest. The defendant in its lawsuit asserts that the rebate policy such as the one established by the Laško Group constitutes an abuse of its dominant position under Prevention of the Restriction of Competition Act (ZPOmK-2), that it is discriminatory. The rebate policy of the Laško Group placed the defendant at a competitive disadvantage, causing damage to the defendant. In this matter, the court issued a decision ordering the plaintiff and defendant to file a preparatory form by 14 May 2012 at the latest in which they should indicate all relevant arguments and submit all evidence. The Group feels the lawsuit to be without basis and unfounded.
131
General Meeting of Shareholders of Poslovni sistem Mercator, d. d.
The General Meeting of Shareholders of Poslovni system Mercator, dd, Ljubljana which was held on 30 March2012 among other decisions, also appointed a new nine-member supervisory board (6 members as shareholder representatives and 3 members as employee representatives). As members of the new supervi-
2. BUSINESS REPORT
sory board, the General Meeting also elected two members of the Management Board of Pivovarna Laško, d. d. Marjeta Zevnik and Mirjam Hocevar, the latter of whom is also a member of the management board of Pivovarna Union, d. d. Miriam Hocevar submitted her resignation on 4 April 2012 that she was resigning form the position of member of the supervisory board of Poslovni system Mercator, d. d. and namely that she would not accept the mandate with the explanation that the Laško Group had no intention to implementing any control whatsoever over the company Poslovni system Mercator, d. d. The companies from the Laško Group will support the members for the proposal for the members given by the supervisory board of Poslovni system Mercator, d. d. at the next general meeting of shareholders of Poslovni system Mercator, d. d.
ANNUAL REPORT 2011
Loan rescheduling agreement reached with banks
At the end of March 2012, EUR160 million in liabilities from short-term loans and instalments of longterm loans of the two breweries matured. The Management Board is still endeavouring to negotiate a complete rescheduling of all financial liabilities in the long-term. A financial restructuring plan with a detailed proposal for the repayment of loans by individual banks was prepared for this purpose and, as such, was presented to all the creditor banks in a joint meeting on 28 February 2012. The proposed financial restructuring plan provides for the divestment of investments in Mercator and Delo and a proposed rescheduling
LAŠKO GROUP
of loans that are secured with the denoted investments available-for-sale. The proposal includes the rescheduling with the moratorium until the time of divestment. Other long-term loans will be rescheduled in the long-term through e repayment instalments that are adjusted to the cash flows of the breweries. After one month of negotiations with the banks are of 02.04.2012 all creditor banks Lasko Brewery, Union Brewery and Radenska coordinate their positions and reach an agreement on the rescheduling of loans, of which we were also informed in writing. The banks adopted the decision to extend the loans for a minimum period of
132
one year, with repayments of individual loans in accordance with the Group’s proposed rescheduling plan which is part of the financial restructuring plan. The exceptions were two banks, whose position is that they would currently extend the loans by 6 months. Some of the banks confirmed the rescheduling of loans for a period of 5 - 7 years. The banks rescheduled the loans secured with shares of Mercator with a moratorium of one year. The financial restructuring plan also envisages agreed lower interest rates which are being negotiated bilaterally with each bank. Since the final decision on the rescheduling lies within the jurisdiction of the credit committees of banks, the signed contracts on the reprogramming of loans is expected to be received from the banks by the end of April.
One hundred and eighty-five years has passed since Pivovarna Laško grew from a lo-
ANNUAL REPORT 2011
Events prior to the 2011 fiscal year
2. BUSINESS REPORT
2.16
the Group, into the leading producer of mineral and natural waters, non-alcoholic beverages and other beverages on the Slovene market. 1825
LAŠKO GROUP
cal brewery to the leading producer of beer and together with other companies in
Historical beginnings of Pivovarna Laško. A producer and seller of honey and ginger-bread producer, Mr Franz Geyer, in the former Valvasor Špital established a crafts brewery, which building still stands today. 1838
The brewery is bought by Mr Heinrich August Uhlich. He begins exporting beer to India and Egypt. 1867
Mr. Anton Larisch constructs the largest brewery of the time in Lower Styria along the foothills of St. Kristof and Šmihel. 1889
The brewery is purchased by an extremely nationally oriented brewer from Žalec, Mr Simon Kukec. As a novelty, he brews light and dark thermal beer as well as Ležak and Porter beer which is later renamed Dark Laško beer. The Laško pivo brand becomes increasingly more validated and is also sold in Egypt and Budapest. 1924
The brewery brews the last beer. The Ljubljana Brewery Union secretly buys up the majority of its shares and ceases production. The closing of the Laško brewery had more than just a material effect. Initiatives to reopen the brewery are met with the cheers of innkeepers. 1929
Representatives of innkeeper cooperatives decide to construct a catering shareholding brewery in Laško.
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1938
After many complications and severe opposition by the competition, they open the shareholders’ brewery Pivovarna Laško and present the new Laško beer under the trademark Zlatorog. Drinkers of the beer liked the beer so much that German occupiers allow maintenance of the trademark Laško beer due to the quality
2. BUSINESS REPORT
of the beer. 1944
During bombing of the railway bridge, the brewery was also hit and demolished. After World War II production in the brewery began again already in 1946 and was officially stopped in 1947. Since World War II Pivovarna Laško has constituted a single company the entire time. Particularly after 1960 the company has recorded an extraordinary development in sales: from 60,000 hl to 1,300,000 hl.
ANNUAL REPORT 2011
1990
After harmonization with the provisions of the Companies Act, the organization of the socially owned company is entered into the court register as court decision no. Srg 23/90 of 31 May 1990. 1991
In accordance with the provisions of the Companies Act, it is transformed into a joint stock company in mixed ownership. On 30 September 1991 the share capital and social capital of the company is assessed and
LAŠKO GROUP
a division of shares implemented. 1995
At the first general meeting of shareholders of 20.04.95, Pivovarna Laško is submitted to ownership transformation into a joint stock company with known owners. The company was entered into the court register with decision no. Srg 673/95 of 8 September 1995. The company becomes a joint stock company with more
134
than 15,000 shareholders. 2000
Capital connections with Radenska, d. d., Radenci, Jadranska Pivovara, d. d., Split, and Vital, d. d., Mestinje, represent one of the most significant turning points in the company history. A new business strategy for development begins. 2002
The company succeeds with a public takeover bid of Pivovarna Union, d. d., Ljubljana. It obtains 47.86% of all its shares. 2003
Continuation of capital investments. The company gains a 24.98% share in Delo, d. d., Ljubljana. The company becomes its largest owner. 2004
In December the company obtains an additional 27,011 shares (5.98% of the assets) of the joint stock company Union Ljubljana. Pivovarna Laško, d. d., becomes a 53.85% owner of all shares of Union. 2005
In February the company buys the entire ownership stake namely 186,400 shares of the issuer Pivovarna Union, d. d., Ljubljana from Interbrew Central European Holding B. V., Netherlands, thus becoming the majority owner, with a 95.17% stake, of the company Union.
In May the Competition Protection Office issues consent for the announced concentration of the companies Pivovarna Laško, d. d., and Pivovarna Union, d. d. 2006
transfer of entry, the joint stock company Pivovarna Laško ownes 317,498 MELR shares or AN 8.34% stake in Mercator. 2007
Takeover bid for the buyout of shares of the company Delo, časopisno in založniško podjetje, d. d., Ljubljana. The acquirers Pivovarna Laško, d. d., Radenska, d. d. and Talis, d. o. o. now possess a total of 628,044 shares, representing a 94.09% stake in the target company. 2008
A takeover bid for the purchase of shares of Pivovarna Laško, d. d. was published in February. The acquirers, Infond Holding, d. d., Maribor, Cestno Podjetje Maribor, d. d., Fidina, d. d., Ljubljana and Koto, d. d., Ljubljana, acquire a total of 4,818,151 shares, representing a 55.08% stake in the target company. The acquirers offer EUR 88.00 per PILR share and 2,488 shareholders of Pivovarna Laško, d. d., accept the takeover bid. As at 31 December 2008 Infond Holding, d. d. is the majority owner of the company Pivovarna Laško, d. d.,
ANNUAL REPORT 2011
from Slovenska Odškodninska Družba, d. d., Ljubljana to Pivovarna Laško, d. d. After the aforementioned
2. BUSINESS REPORT
Transfer posting of 106,950 newly issued shares of the company Poslovni Sistem Mercator, d. d., Ljubljana
2009
The bank creditors NLB, d. d., Hypo Alpe-Adria-Bank, d. d., Abanka, d. d., Banka Celje, d. d., Gorenjska banka, d. d., Probanka, d. d., Nova kreditna banka Maribor, d. d. and Banka Koper, d. d., acquire shares of
LAŠKO GROUP
with a 52.97% stake.
Pivovarna Laško, d. d., (PILR), held by the company Infond Holding, d. d., pledged as insurance for the bank loans during the period from August to September. The banks thus acquired a significant ownership stake in Pivovarna Laško, d. d. As of 5 August 2009, Infond Holding, d. d., Maribor is no longer the majority owner of Pivovarna Laško, d. d. 2010
At its 18th regular session on 23 April 2010 the Supervisory Board confirmed the bases of the new business model and reorganisation of the Laško Group, which had been prepared and submitted by the Management Board, also confirming the bases for the growth strategy of the Laško Group up to 2014. The new business model envisages the restructuring of the Pivovarna Laško Group into a contractual and afterwards into a unified company.
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136 LAŠKO GROUP
ANNUAL REPORT 2011
3 . S U S TA I N A B L E D E V E LO P M E N T
3.
SUSTAINABLE DEVELOPMENT
The Group is aware that employee satisfaction and business performance are inextri-
3 . S U S TA I N A B L E D E V E LO P M E N T
Human Resources Management
ANNUAL REPORT 2011
3.1
nment and good participation among employees.. Employees with their knowledge, efforts and competence contribute to good quality, and consequently customer satisfaction with the Group’s products.
LAŠKO GROUP
cably linked therefore it successfully ensures a healthy and safe working enviro-
The leadership of successful teams that create leading brands with added value for customers and shareholders requires the right people. The Group strives to attain superior results with responsible and environmentally-friendly operations. The Group’s key personnel are just as important as the development of operations. The Group recognizes that employees represent the key to the competitiveness of companies in the market, which is why the Group will devote a great deal of time to human resource management, the personal development of each employee and the creation of a stable working environment. Its approach is to increase the knowledge and skills of employees through practical work, training and a culture that rewards people for taking responsibility and achieving results. Integration into a large system such as the Laško Group provides employees many opportunities for professional and personal development.
3.1.1. EMPLOYMENT POLICY Through the reorganization and optimization of business processes, improved technological equipage of the companies and improved educational structure, the Group has systematically reduced the number of employees in recent years. The Group observes the strategies of individual companies and the entire Group and individual work loads and complexity of the work process in this endeavour. To achieve the objectives of the Group, highly skilled, young and promising staff are hired.
3.1.2 HR DEVELOPMENT Work regarding the development of employees began intensively in 2011 The Group conducted numerous trainings for sales employees together with external providers for the development of sales skills which enable the sales sector to learn new techniques for achieving better results.
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3 . S U S TA I N A B L E D E V E LO P M E N T
A project to assess managerial competence, the result of which was an of the development of individual skills and leadership potential of all participants in the who were project was implemented in October. In addition, the project also enabled the Group to establish the state of the organisational climate and needs for additional education. As in the past, training was also provided to employees in the areas of informatics, foreign languages, environmental protection, legislation and other specific skills by area. The Laško Group employed 1,820 people at the end of 2011. The numbers of employees of individual companies in the Group are as follow: Number of employees by company of the Laško Group as at 31 December 2011
LAŠKO GROUP
ANNUAL REPORT 2011
No. of employees
Pivovarna Laško, d. d.
Share in %
329
18.1
Radenska, d. d., Radenci
208
11.4
Pivovarna Union, d. d., Ljubljana
353
19.4
Fructal, d. d., Ajdovščina* 364 20.0 Fuktal Mak, a. d., Skopje* 61 3.4 Jadranska pivovara - Split, d. d.
40
2.2
Vital Mestinje, d. o. o.
37
2.0
Delo, d. d., Ljubljana
428
23.5
Total 1,820 100.0 Note: The Fructal Group was sold on 16 December 2011 however it is included in the data on employees for 2011.
*
138 3.1.3 CONCERN FOR EMPLOYEE SATISFACTION The employees in the Laško Group receive:
• a wareness, care and training for Safety and Health at Work, an orderly work environment and periodic medical examinations,
•p remium payments of 3.5% for pension insurance for all employees for an indefinite period, • a ccommodation at affordable prices in the Group’s holiday capacities, which are located at the coast, mountains and thermal spas. The Group also enabled employees to participate in making useful suggestions for improvements and development, on both the organizational level and on the level of society as a whole. In order to standardize employment and wage relationships between the companies in Group, the Laško Group commenced with a project for standardising the systems of Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d. which will be completed in the first half of 2012.
The number of employees in 2011 compared to 2010 increased by 9 people. This increase resulted from a radical reduction in hiring workers through staffing agencies. The Laško Group had a total number of 927 employees as at 31 December 2011 of which 867 had employment contracts concluded for an indefinite period and 44 for a fixed period. Number of employees employed for indefinite and fixed periods
PIVOVARNA LAŠKO Difference
( Employees )
2009 2010 2011 11-10 2009 2010 2011 11-10
Indefinite period
305 298 303 5 334 317 323 6
Fixed period Part-time Trainees
PIVOVARNA UNION Difference
6 8 15 7 14 36 26 -10 10 9 10 1 5 5 4 -1 - 3 1 -2 - - - -
Total
321 318 329 11 353 358 353 -5
RADENSKA Difference
( Employees )
2009 2010 2011 11-10 2009 2010 2011 11-10
Indefinite period
219 205 207 2 36 33 34 1
VITAL
Difference
Fixed period
- 1 - -1 2 2 3 1
Part-time
- - - - - - - -
Trainees Total
1 1 1 - - - - 220 207 208 1 38 35 37 2
SKUPAJ Difference ( Employees ) 2009 2010 2011 11-10
Indefinite period 894 853 867 14 Fixed period 22 47 44 -3 Part-time 15 14 14 Trainees 1 4 2 -2 Total 932 918 927 9
Age of employees
The majority of employees are aged between 41 and 50 years. The average age of employees as at 31 December 2011 was 44.6 years and the average length of service 23.8 years.
ANNUAL REPORT 2011
Mestinje, d. o. o. is given in continuation for the Group’s core business in Slovenia - the beverage activity.
LAŠKO GROUP
Detailed staffing data for Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d. and Vital
3 . S U S TA I N A B L E D E V E LO P M E N T
3.1.4 PERSONNEL IN PIVOVARNA LAŠKO, PIVOVARNA UNION, RADENSKA AND VITAL
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ANNUAL REPORT 2011
3 . S U S TA I N A B L E D E V E LO P M E N T
Number of employees by age category as at 31 December 2011
PIVOVARNA LAŠKO
( Age )
2009 2010 2011 11/10 2009 2010 2011 11/10
Less than 30 years 30 - 40 years
8
12
16 133.3
83
82
74
90.2
PIVOVARNA UNION
Index
3
11
9
81.8
110
126
112
88.9
41 - 50 years
172 163 165 101.2 126 133 139 104.5
51 - 60 years
56 61 74 121.3 107 87 89 102.3
Over 60 years
2
-
-
/
7
1
4 400.0
Total
321 318 329 103.5 353 358 353 98.6
RADENSKA Index VITAL
( Age )
2009 2010 2011 11/10 2009 2010 2011 11/10
Index
5 2 4 200.0 95.0
Less than 30 years
18
20
19
30 - 40 years
26
25
10 7 6 85.7 31 124.0
41 - 50 years
75
67
57
51 - 60 years
100
94
5 7 7 100.0 98 104.3
1
1
3 300.0 - - - /
Over 60 years LAŠKO GROUP
Index
Total
18 19 20 105.3 85.1
220 207 208 100.5 38 35 37 105.7
TOTAL
Index
( Age ) 2009 2010 2011 11/10
140 Less than 30 years 34 45 48 106.7 30 - 40 years 229 240 223 92.9 41 - 50 years 391 382 381 99.7 51 - 60 years 268 249 268 107.6 Over 60 years 10 2 7 350.0 Total 932 918 927 101.0
Employee turnover
In 2011, 31 employees left the Group, 25 of whom left by mutual agreement or their fixed term contract had expired. A relatively small number of employees retired in 2011. The reason for this lies in the fact that in 2010 due to the announced early retirement pension reform, everyone who would fulfil the conditions in the next 3 years retired. Employee educational structure
As at 31 December 2011, the actual educational level of employees was as follows:
Primary school
184 162 160 98.8
Vocational school
286 260 269 103.5
Secondary school
252 274 269 98.2
College
82 85 88 103.5
University
117 125 129 103.2
Master’s
10 12 12 100.0
Doctorate Total
1 - - / 932 918 927 101.0
The table above shows that the number of employees with a higher and college education increased while the number of workers with a vocational education (4th educational level) decreased. The number of employees with secondary and primary education also decreased, confirming the Group’s focus on improving the educational structure of its employees. The majority of the employees had vocational or secondary school, because new jobs in the technical sec-
ANNUAL REPORT 2011
Year 2009 Year 2010 Year 2011 Index 11/10
3 . S U S TA I N A B L E D E V E LO P M E N T
Number of employees by level of education
in their work. Sick leave (absenteeism)
Sick leave fell in 2011, decreasing by 8105 hours or by 7.8%. A total of 95,743 working hours or 11,968 days was lost due to absenteeism in 2011, meaning an increase of almost 13.5 days per employee.
LAŠKO GROUP
tor due to the nature of work require at least a 4th level of education. Employees are also additionally trained
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3 . S U S TA I N A B L E D E V E LO P M E N T ANNUAL REPORT 2011
3.2 Communication
In 2011 Pivovarna Laško, d. d. systematically established two-way communications be-
LAŠKO GROUP
tween the companies of the Group and their internal and external environments. The Pivovarna Laško team planned communications, simultaneously adapting them to the interests of various publics who have an effect on its operations.
3.2.1 COMMUNICATIONS WITH INVESTORS
142 In accordance with the law, Pivovarna Laško provides investors and potential investors with sufficient, accurate and timely information. Information within the scope of the Company’s information disclosure policy encompasses business performance in the past and strategic development of the Company in the future. Pivovarna Laško, the shares of which are quoted on the Ljubljana Stock Exchange, is pursuant to law obliged to publish prescribed information on the website of the aforementioned stock exchange (seonet.ljse. si), and to also publish this information on the website of the Company. The set of activities with investors and potential investors includes regular general meetings of shareholders, the convocation of press conferences alongside reporting on interim and annual operating results, individual meetings of representatives of the Company with representatives of investment companies, and announcement of interim and annual reports in printed media and on the Company’s web sites.
3.2.2 COMMUNICATIONS WITH THE MEDIA Pivovarna Laško regularly informs the media of the activities of the Company, its business operations, plans and strategic guidelines via press releases. Relations with the media are based on planned, two-way cooperation, timely and concurrent responses to the questions of journalists in accordance with applical standards of the public relations profession.
In 2011, for the third year in a row, operators are available at the toll-free telephone number 080 1825, who accept customer orders for all products of the Laško Group. The call centre, which is located in the Distribution Centre of the Laško Group in Ljubljana takes orders for all distribution channels (trade, catering and institutions). In its three years of operation the call centre has established itself well among buyers who see it as a key tool for ordering products which is now easier and more user friendly.
3.2.4 COMMUNICATIONS WITH EMPLOYEES Healthy mutual relationships are one of the essential elements for attaining good business results. The
3 . S U S TA I N A B L E D E V E LO P M E N T
3.2.3 COMMUNICATIONS WITH BUYERS
satisfaction of employees. Pivovarna Laško concurrently informs employees of relevant information and notifications for the public. At the highest frequency points in the Company, bulletin boards are available with the use of the Internet, as a means of notification, rapidly rising. Important internal communication tools are also the intranets of Pivovarna Laško and of the Laško Group. Use of the new tool has increased alongside the increased needs for mutual communications between different organizational departments and mixed project teams. The intranet enables interested persons joint access to specific documents. The communica-
ANNUAL REPORT 2011
proper implementation of internal communication plans provides for sufficient notification, motivation and
Within three years after resuming the publishing of the Pivovarna Laško newsletter “Laski brewery,” which is intended for employees of Pivovarna Laško and colleagues in the Laško Group and also available to other interested persons, the newsletter has established itself as one of the key information tools for informing
LAŠKO GROUP
tion tool has significantly contributed to the increased effectiveness of business processes.
the public and other interested publics. Employees receive the newsletter in electronic form while and the newsletter is also available in printed form in five locations at the Company. It is also received by retirees of Pivovarna Laško, journalists and representatives of other important publics. The newsletter is also available as a file on the website of Pivovarna Laško.
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3 . S U S TA I N A B L E D E V E LO P M E N T ANNUAL REPORT 2011
3.3 Responsible attitude towards the social environment Despite the challenging financial situation we at Pivovarna Laško continued the policy of being a socially responsible company. Through the planned use of environmentally friendly technologies of our production processes which had the least impact on the local environment in 2011, we used the “Return the Bottle to Laško”
LAŠKO GROUP
campaign to encourage buyers of our products to use returnable glass packaging, thus further reducing environmental burdening.
In recent decades, Pivovarna Laško has also invested quite an amount of funds to reduce environmental impacts and for the development of local communities in which it operates. This clearly depicts the great concern and weight the Group focuses on environmental relations, quality of life in local communities and
144
social responsibility. The superior products of Pivovarna Laško also reflect quality and tradition. Production processes are implemented in accordance with very strict European environmental standards while waste water is routed to a separate wastewater treatment plant. Pivovarna Laško has been one of the most important Slovenian supporters of top sports in the last decade. The Laško Group is the largest sponsor of Slovenian sports in the country. Sports sponsorship, whose success due to the small size of the Slovenian market can not be measured merely by sales results, is only one of the segments of implementing the policy of a social responsible company. Pivovarna Laško as well as the Group is active in the field of sponsoring the culture and development of local communities, as well as health and welfare. Pivovarna Laško for the second year in a row implemented the “Let’s go to the mountains” campaign in 2011 which encourages climbing, socializing and leisure activities and raises money to restore Slovenian mountain trails. Pivovarna Laško is also the general sponsor and one of the carriers of one of the most visited tourist events in Slovenia – Pivo in cvetje (Beer and Blossoms) Festival. In 2011 Pivovarna Laško decided to also actively participate in the contextual preparation of the event, particularly the music portion of the event. In 2011 Pivovarna Laško made all the arrangements required for the implementation of the Laško Group - patron of Slovenian contemporary music that will be implemented in 2012 which is the only such patron project in Slovenia. The additional significance given to awareness of social responsibility is also reflected by donations for predominantly humanitarian projects, non-profit activities, support of the development of smaller clubs and associations in the local environments.
3 . S U S TA I N A B L E D E V E LO P M E N T ANNUAL REPORT 2011
• HOP IS A VALUED FLAVOURING
AT PIVOVARNA LAŠKO WE MAKE SURE OUR BEERS CONTAIN JUST THE RIGHT AMOUNT OF SLOVENIAN PRODUCED HOP,
LAŠKO GROUP
INGREDIENT THAT GIVES DISHES A VERY SPECIAL TASTE.
TO PLEASE THE TASTES OF EVEN THE MOST DEMANDING GOURMETS. •
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3 . S U S TA I N A B L E D E V E LO P M E N T ANNUAL REPORT 2011
3.4 Environmental protection
The sustainably focused system of work shown brings long-term results which
LAŠKO GROUP
in the end are expressed as increased profit for the Group, especially in terms of strengthening the reputation and recognisability of its brands.
The companies of the Laško Group removed the majority of their negative impacts on the environment and was among the first to obtain the environmental permit, which is a necessary condition for operation under the provisions of the IPPC Directives. The Group also continued with the active resolution of waste
146
brewer’s yeast which is now partially being introduced into the Pivovarna Laško’s treatment plant and during the seasonal peaks through the sale thereof to biogas plants.
3.4.1 PIVOVARNA LAŠKO, d. d. Pivovarna Laško desires to constantly decrease impacts on its living environment through a sustainable development strategy, particularly in the areas of energy and ecological efficiency. The Company is aware that sustainable development has to be one of the strategic guidelines of the Company supported by the Management Board and integrated into the complete working process. The sustainably focused system of work shown brings long-term results which in the end are expressed as increased profit for the Company, especially in terms of strengthening the reputation and recognisability of its brands. The Company adheres to guidelines involving sustainable increases of the exploitation of raw materials, the reduction of wastage in production and improvement of ecological impacts on the environment as a result of its activities. Ecological projects – biogas
The Group continued with the detailed monitoring of the operation of the anaerobic reactor for waste water processing. which represents a major economic success due to the acquisition of biogas particularly at through the addition of fresh yeast n industrial wastewater. The consumption of biogas which is used as a substitute for natural gas in the boiler rooms and thus also represents the use of a renewable energy source, was 392,000 m3. IPPC environmental permit (OVD)
The Group regularly carries out all required monitoring in accordance with the environmental permit. The Group delivered all required reports to the Environmental Agency of the Republic of Slovenia within the prescribed deadlines.
of waste water and changes in the technological procedure of yeast drying. The deficiencies were remedied within the prescribed deadline and a request submitted to the Slovenian Environment Agency (ARSO) for a modified environmental permit. Ecology in the production of beer
The Group implemented a review of the state of the CIP optimization project for the beer bottling plant, prepared solutions and implemented changes to the production equipment cleaning programmes. At the same time the effectiveness of the cleaning equipment was improved and emphasis placed on decreasing water use in this portion of production. In the areas of beer production and bottling, the Group consistently decreases the use of fresh water in
3 . S U S TA I N A B L E D E V E LO P M E N T
Some deficiencies were established were established within the annual inspection particularly in the areas
line with best practices and supports measurements by suppliers of cleaning agents. In this manner, the ANNUAL REPORT 2011
Group achieved a specific water consumption of 5.76 hl/hl of sold beer and water. Water consumption from 2009 to 2011
Beer sales in thousand hl
1.000 600
800 600
400
400 200
200 0
0 2009
2010
Total beverage sales Water consumption
LAĹ KO GROUP
800
Water Consumption in thousand m3
1.200
147
2011
( in hl )
2009 2010 2011
Water consumption Per 1 hl beverages sold
6.06
5.66
5.76
In 2011 the Group continued with an even stricter separation of wastes throughout the entire level of all companies, thereby decreasing the quantity of directly deposited municipal wastes even more than in the previous year. Separately collected waste packaging and other secondary raw materials fractions are now handed over only authorised waste collector for processing as of September. Waste diatomaceous soil
A very innovative approach was taken to tackle waste through a project involving waste Kieselguhr and wood ashes in which the two waste materials will be used to create a usable material. The Company is planning to commence the mixing and use of the materials in 2012 which is also the envisaged timeframe for commencing the closing the Strensko municipal waste depot which will result in the aforementioned materials also becoming commercially interesting. Water sources
Works on the water supply network were for the most part carried out as planned in 2011 without any major deviations from the plan. Adequate quantities of quality drinking water in the water supply system of
3 . S U S TA I N A B L E D E V E LO P M E N T
Laško and other surrounding water supply networks were ensured throughout the entire period. No water needed to be transported due to favourable hydrological conditions. Some sections of the water supply network had to also be replaced in this period. Supervision over the health suitability of the drinking water in the water supply network was carried out in accordance with the Rules on drinking water and other legislation. Regular inspections of plumbing facilities were conducted within the scope of preventive measures to ensure the health suitability of drinking water; remote control has also been set-up in certain facilities. Regular cleaning and maintenance of water supply facilities is performed as a preventive measure according to the HACCP plan and with the necessary records also kept. In addition to regular maintenance in the past year, the Group also carried out the following major main-
ANNUAL REPORT 2011
tenance works:
• r eplacement and renovation of pipelines in the following areas: Voluš-Vrh, na Šmohorju, Rimske Toplice (Partizanska, Završnikova and Cankarjeva ulica), Globoko, Podšmihel,
• c ooperation with the Municipality of Laško regarding the following water supply networks: VodiškoŠkofce, Curnovec, Marija Gradec, Trobni dol and Vrh-Radoblje-Strensko,
• r enovation of the water storage tanks: Klinar, Lahomno – Železnik, Kuretno and Albreht,
LAŠKO GROUP
• c onstruction of the automatic switch of the Rudnik pumping station connected to the Laško water supply network,
• i nstallation of turbidity measurement devices in Globoča, • a rrangement of the drinking water catchment of the Jurkloster school and the pipeline to Kartuzija, • c ooperation in the basic design concept of the pipeline for Rimske Toplice-Laško, • i mplementation of the Lurd L3 well,
148
• a rrangement of the H7 well and pipeline connections to the H6 well. Energy supply companies
The energy devices and equipment the Company has at its disposal have entirely met the needs which constitute one of the links in the technological process, namely, within the framework of norms for these purposes. At the same time, in the area of energy engineering, by monitoring and supervising the generated emissions as a result of energy conversion, the Company endeavoured to achieve the minimum number of units or, together with the checked measurements, fall within the framework of units as statutorily set. A total of 13,214,040 kWh of electrical energy was required for all production and other functions, representing a specified use of 13.5 kWh/hl of beer. The use of natural gas comprised 3,085,886 Sm3 and amounts to 3.2 Sm3/hl beer sold. Wastewater treatment plants
The Company continued operation of the anaerobic wastewater treatment plant of Pivovarna Laško under optimal conditions in 2011. In conjunction with the Public Health Institute Maribor, the Company regularly monitors inflow and outflow from the treatment plant, which displays a high degree of purification. The total annual quantity of waste water from the breweries was 392,502 m3. Generated from the biogas, Biogas also arises during the operation of treatment plants and waste water; a total volume of 712,481 m3 was produced in 2011, , which represents more than a 20% increase. Biogas is used for heating wastewater at the wastewater treatment plant; most of it is used as an alternative source of heat in the boiler rooms for the production of steam. Annually, the Company compensates 300,000 m3 (10% consumption) of natural gas with biogas as a renewable source of energy. In August, for the needs of a new biogas plant in Serbia the Group sold 128 tons of sludge from the anaerobic reactor, the production of which has been steadily increasing.
tion of employee health risks and improvement of the Company’s public image. The Company earmarks a specific share of its revenues for direct environmental operating costs which are depicted in the table below. Overview of investments into ecology in Pivovarna Laško, d. d.
( in EUR )
Investments in water resources
2009 2010 2011
593,786
488,218
530,718
1,125
999
340
592,661
487,219
530,378
Water supply indemnities Water supply maintenance Water
62,446 53,925 56,438
Water reimbursements
32,805
33,931
37,638
Water concession
29,641
19,994
18,800
Waste waters
641,785
649,135
618,804
Wastewater treatment plant
641,785
611,527
603,608
Environmental duty - waste waters Wastes - environmental duty
*
37,608
15,196
417,813
233,720
238,538
394,366
195,140
191,331
9,336
6,643
5,875
ANNUAL REPORT 2011
An important factor in the selection of technological equipment are ecological characteristics which ensure high process exploitation, reduction of environmental pollution, fulfilment of legal standards, reduc-
3 . S U S TA I N A B L E D E V E LO P M E N T
Overview of investment and costs in the area of ecology
- waste packaging Environmental duty - waste packaging Environmental duty - electrical and electronic equipment (abroad)
37
66
1,334
Waste diatomaceous soil treatment
14,074
31,871
39,998
Total
1,715,830 1,424,998 1,444,498
*The Company already covered environmental duties in the amount of EUR 22,469 via advance payments in 2008.
The Group desires to establish an effective environmental management system through a high level of environmental awareness, education of the expert staff and practical performance of processes by all employees. The companies believe that the introduction of eco-technology solutions is relevant to the entire business process.
3.4.2 PIVOVARNA UNION, d. d., LJUBLJANA Pivovarna Union in its business pays great attention to environmental concerns. In its environmental policy, is committed to constant improvement of environmental management and prevention of pollution and compliance with statutory requirements relating to environmental management. In recent years, it has been systematically involved in reducing the amount of waste water. In 2011, Pivovarna Union completed the optimization of the CIP project, which commenced in 2008. A project to recover waste water commenced in 2011. In 2012, this project will be regularly upgraded. Pivovarna Union, d. d. passed all the prescribed measurements and monitoring required by the Environmental Protection Act. Duties and obligations are identified in the IP-20-00. With the new neutralization station, it now fully complies with all regulatory requirements, prior to that, deviations from the requirements were only recorded for pH measurements of wastewater.
LAŠKO GROUP
Expenses for environmental protection
149
3 . S U S TA I N A B L E D E V E LO P M E N T
An inspection was implemented in 2011. Discrepancies were resolved and a correspondence for the modification of the environmental permit also submitted. The changes are related to the discontinuation of use of the drying machine for residues and yeast and related activities in the monitoring of certain laws. The CIP optimization project was completed in 2011. All CIP rinsing programs in the last three years were recorded. In 2012, only a recording of CIP rinsings on the PET2 line and inventorying of contingent water on PET2 and their discharge to the recovery system remains. The company achieved over 90% pH relevance level (legal obligation is more than 80%). on average in 2011. Suitability will surpass 95% following the connection of the new filtration system. No problems arose at the gauging weir regarding the exceeding of the maximum allowable temperature. In April 2011 changes to the CIP technology on CIP filtration programmes were implemented. Single-
ANNUAL REPORT 2011
phase CIP rinsing was introduced. Rinsing results are regularly monitored with no deviations from the noted in 2011. It is estimated that the company has reduced the amount of channel water by around 5,000 m3.
• I n 2012 the company will connect a new customer to the heat recovery system, i.e. the boiler water cooling system. It will also connect a new source of recovered water, the S4 paster. According to calculations for 2012, the use of recovered water will be between 35,000 m3 and 40,000 m3.
LAŠKO GROUP
•T he company regularly conducts a monthly analysis of the quality of recovered water because the water is microbiologically contaminated therefore its processing will be required (nano- and micro-filtration) for the connection of users to the filling lines which will be associated with higher investment costs. In 2012 a project was created to recover hot water. This project will include the “CIP” place for brewing system. The expected reduction in quantity of hot water used per year will amount to between 2,000 m3
150
in 3,000 m3. The company will continue with the recording of potential solutions to reduce consumption of water per user. The possibility of local recovery of water from the S4, S5 and S4 glass bottle rinsing lines (project “Bottle Guard”) was explored to this end. The company will examine the possibility of installing a valve on the rinsing machine for glass bottles, which will block the flow of water into the system for decommissioning. Consumption of natural resources by Pivovarna Laško, d. d. (Extracted and channeled water)
Measuring unit Cummul. 2009 Cummul. 2010 Cummul. 2011 Index 11/10
Pumped water
m3 683,644 627,188 668,108
Recupurated water
m3
-
2,103
31,129
/
Channeled water - dam
m3
590,315
541,986
552,203
101.9
Channeled water - charged
m3
552,484
493,599
537,196
108.8
Monthly rain Monthly rain Electricity Gas Emissions - CO2 Filled quantities
106.5
mm 1,400 1,798 998 55.5 m3 51,789 66,537 41,294
62.1
MWh 20,376 16,806 19,243 114.5 Sm3 4,285,664 4,181,340 4,202,312
100.5
t 8,143 7,945 7,984 100.5 hl 1,476,620 1,371,026 1,549,350
113.0
Due to increased quantities of filled finished products, the quantity of water pumped from the previous year increased.
sumption decreased from 4.6 to 4.3. Better results were noted in all months except for June and December. The main reason for increased specific water consumption in December was the decreased production of beer. In all months from April onwards there was a noticeable increase in water consumption due to the testing of the new Pall filter. The main measures implemented in 2011 were: single-phase CIP rinsing on the filtration programmes, CIP optimisation and water recovery. The recovery project led to a decrease in specific use on the filling lines. Beer production remains the main user of water. In 2012 the company plans to reduce consumption in particular with the hot water recovery project. The consumption of liquor increased compared to 2010. The increased consumption refers to the increased operation of the S4 lines which are a major consumer of NaOH (25%). Consequently, the neutral-
3 . S U S TA I N A B L E D E V E LO P M E N T
In 2011, the trend of reducing specific water consumption in beer production continued. Specific con-
due to higher concentrations of the new resource. Optimization of the use of liquor will be conducted via the “Bottle guard” project in 2012. Environmental management at Pivovarna Union, d. d. is conducted in compliance with the environmental permit (OVD), legislation, the requirements of the ISO 14001 standard and the environmental policy. In 2011, in compliance with directives relating to CO2emissions, the company submitted an application with which it will participate in the trading of emission certificates for the second trading period 2013 - 2020. Based on the application, the company received a letter, which assessed the quantities of free emission allowances, which the State provides to the economy. The reduction in free coupons is expected from 2013
LAŠKO GROUP
replaced with the Calgonit SN588 (project-phase filtration, CIP rinsing) in April. Consumption increased
ANNUAL REPORT 2011
izing device was burdened more with an increase also noted in HCL consumption. The Calgonit SN554 was
onwards, meaning that the company will have to purchase the lacking coupons on the stock exchange (the additional costs are currently hard to quantify because stock prices on coupons fluctuate). Management of packaging waste
In 2011 the company reduced the weight of PVC bottle pre-forms, on average by 10%. Consequently, the cost of packaging has decreased. In 2011 the company renovated the ecological island, extended the overhang roof, repainted and adapted it and also enlarged the location for the disposal of containers. In 2012 it plans to create an arranged space for the repairs of forklifts which will be equipped with waste oil separators. As in 2011 the company experienced a lot of problems regarding breakdowns of the presses for the compaction machine and is planning to purchase a new one in 2012.
3.4.3 RADENSKA, d. d., RADENCI Environmental awareness has been a constant companion of the work, efforts and dedication at Radenska for many years. To facilitate the management of environmental issues, the company decided to introduce the ISO 14000:1996 environmental standard to compliment the ISO 9001:2000 standard. The certificate was acquired in 2002. Radenska has been involved in the environmental aspect prior to the enforcement of the standard because it is dependant on natural resources. Its affiliation with the environment and nature is already reflected in its mission. Under the Radenska brand, it changes the natural wealth of this environment of natural mineral water into marketable, qualitative and successful products.
151
3 . S U S TA I N A B L E D E V E LO P M E N T
The rational use of raw materials and energy is closely related to the cost of its operations, so the benefit is twofold. Environmental policy
The activity involving the “extraction, development, bottling of natural mineral, spring and drinking water and production of non-alcoholic beverages and the marketing thereof” is highly dependent on diligent environmental management. Therefore Radenska undertakes:
• t o continuously monitor and meet the relevant legislative and other mandatory requirements and guidelines related to environmental and other aspects of the company’s activities and includes these requirements in its processes in the context of economic opportunities;
• t o ensure that environmental planning remains an integral part of annual business planning and to
LAŠKO GROUP
ANNUAL REPORT 2011
implement this activity for the sustained improvement of the arrangement of the environment, air qual-
152
ity, landscape and infrastructures and while seeking improvements, to foremostly focus on preventing pollution thereby preventing the occurence of environmental problems;
• t o strive for the rational use of all raw materials, materials and energy products entering the business system or business processes and at the same time, wherever economically feasible, gradually replace existing raw materials and energy products with more environmentally friendly ones;
• t o develop and sell products and services with a clearly expressed environmental component; • t o endeavour to use environmentally friendly technologies in all new investments into equipment within the scope of economically acceptable solutions;
• t o identify all environmental aspects and monitor environmental impacts (waste generation, the use of water, gas, electricity and other energy products and other emissions), to endeavour to continually reduce the amount of consumption per unit of product and in the case of unconformities, take immediate action;
• t o constantly emphasize the importance of a preventive approach in managing environmental aspects and thus endeavour to ensure continual improvements for pollution prevention for prevention is of vital significance in the concern for the purity of groundwater, which is a natural source of wealth for our company and the rational use of natural resources, energy and other materials and raw materials;
• t o give preference to those suppliers who can adequately demonstrate good environmental practices when cooperating with suppliers;
• t o supports public campaigns to protect the environment and create an open relationship with the public so as to establish a dialogue with local residents and other interested parties;
• t o ensure the gradual increase in environmental and cultural knowledge of all employees; • t o regularly acquaint all employees and those working for or on behalf of the company and the interested public of environmental protection activities and objectives and achievements in the environmental management field;
• t o ensure that the company’s environmental policy is available to the public as a document and that the policy is implemented and maintained and periodically reviewed.
Environmental protection activities are associated with the implementation of environmental objectives from previous years and current objectives for 2011. The objectives were geared towards reducing the environmental burden of waste water, waste and streamlining energy consumption. Projects, covering environmental protection activities in 2011 were:
• activity in wells (revised ordinance on the protection of water protection zones, determination of the circle of potential contaminants, measures against polluters);
• c ooperation with local and state authorities on legislative matters; •p rotection of water resources - in accordance with the law;
3 . S U S TA I N A B L E D E V E LO P M E N T
Enviromental protection activities in Radenska in 2011
of the entire image of wells;
•d etailed inventory of all wells in the area of the Radenska spring area; •d etection of high-risk wells in terms of CO2 leaks and the creation of rehabilitation projects;
ANNUAL REPORT 2011
• r egulation of labelling water protection zones in accordance with the law and the proposed arrangement
• a ctivities to obtain concessions for the extraction of natural mineral, spring and tap water; • s earch for possible rationalization of the throat of plastic bottles or weight optimization - design proposals; •u se of recycled PET materials; •m onitoring and optimization of energy and an energy audit - acquisition of bids; •m onitoring of natural mineral water, drinking and technological waters and wastewater; • r enovation/replacement of the worn out doors at the filling facilities; • r eplacement of asbestos roofing; • i nspection and replacement of worn out parts of the compressed air and CO2 networks; • r eplacement of equipment and rationalization (TPO-1 filling machine); • c ooling System - replacement of R-22 gas with a more environmentally-friendly one and central preparation of cooling water - preparation of projects;
• r ecording of amounts of withdrawals and CO2 use; • r eplacement of all the outdoor lighting; •n ew technological solutions to reduce waste quantities; •m easurements and, if necessary, remediation of noise in the production area.
LAŠKO GROUP
• r ehabilitation of boreholes and VC landscaping around Radenska wells;
153
3 . S U S TA I N A B L E D E V E LO P M E N T
The key environmental policies will remain the same in 2012. The permanent objective of Radenska remains the protection of water protection areas - a vital source of its business and the reduction of energy consumption per unit of return. Details of the implementation of environmental programs and objectives achieved with them are presented in the Environmental Report, which is attached to the Annual Report 2011 of Radenska, d. d. It also contains the activities and objectives for the next period.
3.4.4 VITAL MESTINJE, d. o. o. Evironmental protection
In the field of environmental protection, the company ensures the enforcement of the requirements de-
LAĹ KO GROUP
ANNUAL REPORT 2011
fined in the environmental permit at all times. This essentially means the implementation of the prescribed
154
number of monitorings of waste and cooling water, careful management of other types of waste and the keeping of appropriate records. Wastewater treatment plant
In 2011 A major repair was made to the treatment plant in 2011 which now operates flawlessly as demonstrated in the monitorings of waste water.
3 . S U S TA I N A B L E D E V E LO P M E N T ANNUAL REPORT 2011
• BARLEY GRAINS HAVE ARE USED TO EASE MANY AILMENTS. AT PIVOVARNA LAŠKO WE PRODUCE MALT FROM THE HIGHEST QUALITY
LAŠKO GROUP
HEALING PROPERTIES AND
BARLEY GRAIN, WHICH IS AN INDISPENSABLE INGREDIENT OF ANY GOOD BEER. •
155
156 LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
4.
FINANCIAL REPORT
4.1.1. STATEMENT OF THE FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D.
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Audited finan cial statements of Pivovarna Laško, d. d. for the 2011 fiscal year, in accordance with IFRS
ANNUAL REPORT 2011
4.1
( in EUR )
Note 2011 2010
ASSETS Non-current assets
320,277,999
294,360,182
Intangible fixed assets
1
1,395,064
1,635,341
Property, plant and equipment
2
49,161,657
53,673,619
Investment property
3
6,538,066
2,877,608
Non-current financial assets in subsidiaries
4.A
245,016,537
220,919,754
Financial assets available-for-sale
4.C
241,655
320,942
Long-term loans
5
3,310
16,296
Long-term receivables from financial leasing
6
751,266
573,467
Long-term deferred tax receivables
7
17,170,444
14,343,155
deferred and accrued costs and revenues
85,159,806
121,469,248
4,408,589
39,545,865
Short-term assets excluding short-term Non-current assets available-for-sale Inventories
8
LAŠKO GROUP
AS AT 31 DECEMBER 2011
9 8,544,047 8,877,962
Short-term operating receivables
10.A
20,735,181
13,999,334
Financial assets available-for-sale
11
50,026,401
56,698,549
Short-term loans
12
1,105,738
2,250,738
Cash in banks, cheques and cash in hand
13
339,850
96,800
Short-term accured and deferred costs and revenues
14
49,527
27,850
Total short-term assets
85,209,333
121,497,098
TOTAL ASSETS
405,487,332
415,857,280
157
4.1.1. STATEMENT OF THE FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D. AS AT 31 DECEMBER 2011
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
(continued) ( in EUR )
CAPITAL 109,365,419 124,168,015 Capital
15 109,365,419 124,168,015
Share capital
36,503,305
36,503,305
Capital reserves
64,675,034
79,811,653
Profit reserves
3,907,178
4,298,827
Revaluation surplus
4,279,902
3,554,230
LIABILITIES 296,121,913 291,689,265 Provisions and long-term accrued costs and deferred revenues
16
1,421,397
2,450,385
Provisions for severance pay and jubilee awards
16.A
1,088,909
1,105,422
Long-term accrued costs and deferred revenues
16.B
332,488
1,344,963
Long-term liabilities
17
25,289,353
46,122,235
Long-term financial liabilities
17
25,289,353
46,122,235
18
263,928,111
236,977,903
Short-term liabilities excluding short-term accrued costs and deferred revenues
158
Note 2011 2010
Short-term operating liabilities
18.A
21,177,290
17,247,950
Short-term financial liabilities
18.C
242,750,821
219,729,953
19
5,483,052
6,138,742
Total short-term liabilities
269,411,163
243,116,645
TOTAL LIABILITIES
405,487,332
415,857,280
Short-term accrued costs and deferred revenues
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
4.1.2 INCOME STATEMENT OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD
20
94,314,248
91,287,653
and work in progress
137,035
(1,352,664)
Changes in inventories of products 20.C
2,538,249
1,059,263
Costs of goods, materials and services
Other operating revenues
20
(65,869,989)
(60,428,686)
Labour costs
20
(10,638,357)
(10,270,645)
fixed assets and property, plant and equipment
20
(6,294,430)
(6,996,074)
Provisions
20 (61,137) (110,235)
Amortisation and depreciation of intangible
Write-offs Other operating expenses
20 (1,672,108) (194,499) 20.F
(1,734,344)
(1,770,318)
OPERATING PROFIT
10,719,167
11,223,795
Financial revenues
21
3,981,229
4,332,001
Financial expenses
21
(31,073,148)
(22,945,211)
OPERATING PROFIT BEFORE TAX
(16,372,752)
(7,389,415)
Taxes
22 2,528,474 1,097,155
NET OPERATING PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT
(13,844,278)
(6,292,260)
159
Generated operating profit/loss NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM OPERATIONS
ANNUAL REPORT 2011
Net sales revenues
Note 2011 2010
LAŠKO GROUP
( in EUR )
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
1 JANUARY – 31 DECEMBER 2011
29
(1,683,990)
-
TOTAL PROFIT FOR THE ACCOUNTING PERIOD
(15,528,268)
(6,292,260)
Net profit/loss per share from retained operating profit: Net profit/loss per share
25
(1.5828)
(0.7194)
Adjusted net profit/loss per share
25
(1.5828)
(0.7194)
Net profit/loss per share
25
(0.1925)
-
Adjusted net profit/loss per share
25
(0.1925)
-
Net profit/loss loss per share
25
(1.7753)
(0.7194)
Adjusted net profit/loss per share
25
(1.7753)
(0.7194)
Net profit/loss per share from operations:
Net profit/loss per share:
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
4.1.3 STATEMENT OF COMPREHENSIVE INCOME OF PIVOVARNA LAŠKO, D. D. FOR THE
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
PERIOD 1 JANUARY – 31 DECEMBER 2011
160
( in EUR )
Note 2011 2010
Net profit/loss for the accounting period
(15,528,268)
(6,292,260)
OTHER COMPREHENSIVE INCOME Financial assets available-for-sale
909,524
1,267,174
Profit/loss from revaluation of real estate
(115,944)
-
Deferred taxes from revaluation
(67,907)
(109,542)
OTHER COMPREHENSIVE INCOME
725,673
1,157,632
TOTAL COMPREHENSIVE INCOME
26
(14,802,595)
(5,134,628)
Total comprehensive income/loss per share
26
(1.6923)
(0.5870)
Adjusted total comprehensive income/loss per share 26
(1.6923)
(0.5870)
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
Net profit for the financial year
Coverage of current loss
36,503,305 64,675,034
- (15,136,619)
-
3,650,331
-
-
-
-
-
-
-
-
-
-
3,650,331
- - - (8,319)
(395,398) 265,166
-
- -
-
-
(395,398)
-
-
-
-
3,749
-
-
3,749
-
-
(12,068)
660,564
-
-
-
-
-
(3,749)
(3,749)
-
3,907,178
(391,649)
-
(391,649)
-
-
-
-
-
-
-
4,298,827
ANNUAL REPORT 2011
-
3,749
395,398
(391,649)
LAŠKO GROUP
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
as at 31 December 2011
CLOSING BALANCE
Total change in capital
Creation of reserves for treasury shares (stakes) -
- (15,136,619)
-
Total change in comprehensive income in 2011 -
Change in capital
-
-
of comprehensive income
Taxes related to individual items
-
-
-
property, plant and equipment
-
-
-
Revaluation surplus from financial investments -
Revaluation surplus from
-
-
Total transactions with owners
Change in comprehensive income
-
36,503,305 79,811,653
Other changes
Transactions with owners
as at 1 January 2011
OPENING BALANCE
-
-
-
-
-
-
-
-
-
(67,907)
909,524
(115,945)
-
-
4,279,902 109,365,419
-
-
-
725,672 (14,802,596)
(67,907)
909,524
(115,945)
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
-
- 15,528,268
-
- 15,528,268
- (15,528,268)
-
-
-
-
- (15,528,268)
-
-
3,554,230 124,168,015
Net Revaluation TOTAL profit surplus CAPITAL
- (15,528,268)
-
-
-
Net Share Capital Legal Reserves for Treasury Other profit Total profit profit from ( in EUR ) capital reserves reserves treasury shares shares reserves reserves previous years
4.1.4 STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
161
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
-
Total transactions with owners
Coverage of current loss
36,503,305 79,811,653
- (5,749,794)
-
3,650,331
-
-
-
-
-
-
-
-
-
3,650,331
660,564
(550,896)
(550,896)
-
-
-
-
-
-
-
1,211,460
(12,068)
-
-
-
-
-
-
-
8,430
8,430
(20,498)
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
as at 31 December 2010
CLOSING BALANCE
Total change in capital
Creation of reserves for treasury shares (stakes) -
- (5,749,794)
-
Total change in comprehensive income in 2010 -
Change in capital
-
-
of comprehensive income
Taxes related to individual items
-
-
-
Net profit for the financial year
-
-
Revaluation surplus from financial investments -
Change in comprehensive income
-
36,503,305 85,561,447
Other changes
Transactions with owners
as at 1 January 2010
OPENING BALANCE
-
8,430
550,896
(542,466)
-
-
-
-
(8,430)
(8,430)
-
4,298,827
(542,466)
-
(542,466)
-
-
-
-
-
-
4,841,293
-
-
-
-
-
-
-
-
-
-
6,292,260
-
6,292,260
- (6,292,260)
-
-
- (6,292,260)
-
-
-
-
-
(109,542)
1,267,174
-
-
3,554,230 124,168,015
-
-
-
1,157,632 (5,134,628)
(109,542)
1,267,174
- (6,292,260)
-
-
2,396,598 129,302,643
Net Share Capital Legal Reserves for Treasury Other profit Total profit profit from Net Revaluation TOTAL ( in EUR ) capital reserves reserves treasury shares shares reserves reserves previous years profit surplus CAPITAL
4.1.5 STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2010
162
4.1.6 CASH FLOW STATEMENT OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD
( in EUR )
Note 2011 2010
CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations
24
12,929,274
19,921,166
Net cash generated from operations
12,929,274
19,921,166
CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment
2
(2,855,220)
(4,223,786)
Purchase of intangible fixed assets
1
5,040
(1,691)
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
1 JANUARY – 31 DECEMBER 2011
available-for-sale
4.C,11 (608,472) (3,403,078)
Interest received
21
44,741
443,575
Dividends and capital gains
21
3,936,488
3,888,427
Net cash generated from investing activities
522,577
(3,296,553)
21
(15,396,786)
(13,042,511)
ANNUAL REPORT 2011
Acquisition/sale of financial assets
Increase/decrease in borrowings
17,18.C
2,187,985
64,766,151
Repayment of borrowings
-
(68,380,736)
Net cash flow from financing activities
(13,208,801)
(16,657,096)
LAŠKO GROUP
CASH FLOWS FROM FINANCING ACTIVITIES Interest paid
163 NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the year 13 Cash and cash equivalents at the end of the year
13
243,050
(32,483)
96,800
129,283
339,850
96,800
The notes on pages 164 through 221 are a constituent part of the financial statements of Pivovarna Laško, d. d.
4.1.7 COVERING BALANCE SHEET LOSSES OF THE FISCAL YEAR
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
The net loss for 2011 was EUR 15,528,268. ( in EUR ) 2011 2010
Net loss for the financial year
(15,528,268)
(6,292,260)
Portion of other revenue reserves for coverage of net loss
391,649
542,466
Portion of capital reserves for coverage of net loss
15,136,619
5,749,794
ACCUMULATED LOSS AS AT 31 DECEMBER
-
-
Coverage of loss:
The Management Board proposed to the Management Board and General Meeting that net loss for the 2011 financial year in the amount of EUR 15,528,268 be covered through provisions from profit and capital reserves.
4.1.8 ACCOUNTING POLICIES AND NOTES TO THE NON CONSOLIDATED FINANCIAL
LAŠKO GROUP
STATEMENTS GENERAL INFORMATION
Pivovarana Laško, d. d. is a public limited company, registered at the District Court in Celje under the decision no. Srg 95/00673 and under the application no. 1/00171/00. It is classified as a large company and is obliged to perform a regular annual audit of its operations. The main activity of the Company is the produc-
164
tion and sale of beer, malt and waters. It also performs other wholesale and retail trade activities. Pivovarna Laško, d. d. (Company) is the parent company of the Laško Group with its headquarters in Slovenia: Trubarjeva ulica 28, 3270 Laško, Slovenia. The Group’s ordinary shares are quoted on the Ljubljana Stock Exchange under the designation “PILR”. The Group’s share capital totals EUR 36,503,304.96 and consists of 8,747,652 ordinary freely negotiable registered no-par-value shares No limitations on the payment of dividends and other equity payments exist. ACCOUNTING GUIDELINES
The same accounting policies were applied in 2011 as in the preceding years The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union. These mandatory financial statements have been prepared to conform with legal requirements. In accordance with law the Company must ensure the independent audit of the financial statements. The audit is limited to the audit of mandatory financial statements for general use thereby fulfilling the legal requirement o fan audit of obligatory financial statements. The audit treats the obligatory financial statements as a whole and does not offer assurance regarding individual types of items, accounts or transactions. Audited financial statements are not intended for use by any party for the purposes of decision-making regarding ownership, financing and any other concrete transactions connected to the Company. Correspondingly, users of the obligatory financial statements may not rely exclusively on the financial statements and must carry out other suitable procedures prior to making decisions.
a) Standards and notes which have come into force in the current reporting period
The following amendments to the existing standards issued by the International Accounting Standards
•A mendments to IAS 24 “Related party disclosures” - Simplification of the disclosure requirements for government-related entities and clarification of the definition of a related party, adopted by the EU on 19 July 2010 (effective for annual periods beginning on or after 1 January 2011);
•A mendments to IAS 32 “Financial instruments: presentation” – Accounting for the issue of shareholder rights, adopted by the EU on 23 December 2009 (effective for annual periods beginning on or after 1 February 2010);
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Board (IASB) and adopted by the EU are currently valid:
•A mendments to IFRS 1 “First-time Adoption of international financial reporting standards”- Limited
•A mendments to various standards and interpretations “Improvements to IFRS (2010)” resulting from the annual improvement project for IFRS published on 6 May 2010 (IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34, IFRIC 13) primarily to remove inconsistencies and clarify wording, adopted by the EU on 18 February 2011 (most amendments are to be applied for annual periods beginning on or after 1 January
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exemption from comparative IFRS 7 disclosures for first-time adopters, adopted by the EU on 30 June 2010 (effective for annual periods beginning on or after 1 July 2010);
•A mendments to IFRIC 14 “IAS 19 – limit on a defined benefit asset, minimum funding requirements and their interaction” - Prepayments of a minimum funding requirement, adopted by the EU on 19 July 2010 (effective for annual periods beginning on or after 1 January 2011);
• I FRIC 19 “Extinguishing financial liabilities with equity instruments”, adopted by the EU on 23 July 2010 (effective for annual periods beginning on or after 1 July 2010). The adopted amendments of existing standards did not affect the Company’s accounting policies. b) Standards and interpretations issued by the IASB and adopted by the EU, but not yet effective
On the day of approval of these financial statements the following standards, revisions and interpretations adopted by the EU have been issued, but are not yet effective:
•A mendments to IFRS 7 “Financial Instruments: disclosures” - Transfers of financial assets, adopted by the EU on 22 November 2011 (effective for annual periods beginning on or after 1 July 2011). The Company opted not to adopt these standards, amendments and interpretations before they enter into force. The Company estimates that the use of these standards, amendments and interpretations will not have a significant impact on the Company’s financial statements during the period of initial application. c) Standards and interpretations issued by the IASB, but not yet adopted by the EU
Currently the IFRS as adopted by the European Union do not essentially differ from regulations adopted by the IASB with the exception of the following standards and interpretations which were not confirmed for use on 6 April 2012:
• I FRS 9 “Financial Instruments” (effective for annual periods beginning on or after 1 January 2013); • I FRS 10 “Consolidated Financial Statements” (effective for annual periods beginning on or after 1 January 2013);
LAŠKO GROUP
2011, depending on the standard/interpretation);
165
• I FRS 11 “Joint Arrangements” (effective for annual periods beginning on or after 1 January 2013);
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• I FRS 12 “Disclosures of Interests in Other Entities” (effective for annual periods beginning on or after 1 January 2013);
• I FRS 13 “Fair Value Measurement” (effective for annual periods beginning on or after 1 January 2013); • I AS 27 (amended in 2011) “Separate Financial Statements” (effective for annual periods beginning on or after 1 July 2013);
• I AS 28 (amended in 2011) “Investments in Associates and Joint Ventures (effective for annual periods beginning on or after 1 January 2013);
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•A mendments to IFRS 1 “First-time Adoption of International Financial Reporting Standards” - High hyperinflation and the removal of agreed on dates for first-time users of IFRS (effective for annual periods beginning on or after 1 July 2011);
•A mendments to IFRS 7 “Financial Instruments: Disclosures”- Set-off of financial assets and liabilities (effective for annual periods beginning on or after 1 January 2013);
LAŠKO GROUP
•A mendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: disclosures” - Man-
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datory date of establishment and disclosure of revenues.
•A mendments to IAS 1 “Presentation of Financial Statements” - Presentations of items of other comprehensive income (effective for annual periods beginning on or after 1 July 2012);
•A mendments to IAS 12 “Income Tax” - Deferred Tax: Recovery of Underlying Assets” (effective for annual periods beginning on or after 1 July 2012);
•A mendments to IAS 9 “Employee Benefits”- Improvement of the accounting treatment of post-employment earnings (effective for annual periods beginning on or after 1 January 2013);
•A mendments to IAS 32 “Financial Instruments: Presentation”- Set-off of financial assets and liabilities (effective for annual periods beginning on or after 1 January 2014);
• I FRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” (effective for annual periods beginning on or after 1 January 2013). The Company estimates that the adoption of these standards, amendments and interpretations will not have a significant impact on the Company’s financial statements during the period of initial application. At the same time, the accounting for the hedging of risks connected to the portfolio of financial assets and liabilities, the principles of which the EU has not yet adopted, still remains unregulated. The Company assesses that the accounting of risk hedging connected to the portfolio of financial assets and liabilities to be in accordance with the requirements of IAS 39: “Financial Instruments: Recognition and Measurement” will not have a significant impact on the Company’s financial statements if used on the date of the statement of financial position.
1. Recognition of revenues
these on the part of customers (exclusive of VAT and excise duties) and foreseen reclamations, rebates and discounts. Sales revenues are recognised when a significant portion of the risk and benefits of ownership of the goods is transferred from the seller to the buyer. Other revenues realised are recognised on the following basis:
• I nterest revenues – are recognised upon their arising unless a doubt exists that they will be collected, whereby the amount is written off for the replacement value. Interest revenues from that point on are recognised on the basis of interest rates which serve as a deduction of future cash flows
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Revenues are recognised on the basis of the sale of products, services and merchandise and takeovers of
ments.
2. Investments in subsidiaries
A consolidated subsidiary is a company where the controlling company has the controlling capital share
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•R evenues from dividends are recognised when the Company becomes entitled to receive dividend pay-
are prepared. Investments into subsidiaries are assessed at their original historical costs. Revenues from profit sharing are acknowledged as revenues from financing when they are paid or when the General Meeting approves a
LAŠKO GROUP
or controlling influence due to other reasons which enters into a group for which joint financial statements
decision on profit sharing and the payment of a dividend. Investments are impaired whenever their replaceable values are lower than their book values. Losses attributed to impairments are immediately recognised in the income statement.
3. Investments in associated companies
Associated companies are companies in which the Company has between 20% and 50% of the voting rights, and which have a significant impact on business, but are not controlled. Financial investments in associated companies are valued at cost. A review of their existence must be made each year to determine if circumstances exist indicating the need for impairment. Valuations of investments in associated companies by authorised business appraisers are carried out to this end. If the estimated value of investments is lower than its cost, the difference is recognized as a financial expense and has a demonstrable impact on the level of income.
4. Reporting currency
a) Functional and reporting currency
The items presented in the financial statements of the Company are denoted in euros (EUR), which is also the functional and reporting currency of the Company. b) Transactions and balances
Foreign currency transactions are converted into the reporting currency using the exchange rate valid on the day of the transaction. Profits and losses arising from these transactions and in the conversion of cash and liabilities, denominated in a foreign currency, are recognised in the income statement.
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Exchange rate differences arising from debt securities and other financial instruments are recognised at fair value and are included in the profit or loss of transactions with foreign currencies. Exchange rate dif4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
ferences in non-monetary items such as securities kept for trading are shown as a portion of the increase or decrease of fair value. Exchange rate differences in the sale of securities available-for-sale is recognised directly in capital under revaluation surpluses, which are a constituent part of reserves.
5. Intangible fixed assets
Intangible fixed assets comprise investments in the acquisition of patents, licenses, brand names, goodwill, intangible fixed assets under development, computer software and other intangible fixed assets (IAS 38). An intangible fixed asset is only recognised as an asset if it is likely that future economic benefits will flow to
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the Company and if its cost can be reliably measured. Pivovarna Laško, d. d. uses the cost model (IAS 38.74), thus intangible assets are carried at cost less any amortisation and impairment losses and collective loss due to impairment. a) Patents, brand names and licenses
Disbursements for the purchase of patents, brand names and licenses are capitalised and amortised using the straight-line method during their “useful periods of life” (amortisation period). If the useful period of
LAŠKO GROUP
life cannot be determinated, such assets are not depreciated and only a test of impairment is performed on
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an annual basis. If a revaluation is required, the value of intangible fixed assets must be estimated and written-off up to the amount of their replacement values. b) Other intangible assets
Whenever computer software is not considered a constituent part of the appropriate computer hardware, they are treated as intangible assets. Other intangible assets are shown at cost less any amortisation and impairment losses and collective losses due to impairment. The useful period for other intangible assets is 10 years.
6. Tangible fixed assets
Tangible fixed assets include real estate, equipment and piece inventory. Since 2008 real estate is valued using the revaluation model. Prior to this period, they were valued at cost. When preparing the annual financial statements a test for signs of impairment and need for revaluation is conducted each year. Equipment and piece inventory are carried at cost less any amortisation and impairment losses. Amortisation is calculated according to the straight-line method. The expected functional useful lives of individual asset groups are as follow: real estate plant and machinery
20 - 40 years; 4 - 10 years;
computer hardware
2 - 4 years;
motor vehicles
4 - 8 years;
other equipment
3 - 7 years.
Land is not amortised for it is considered to have an unlimited life. Similarly, assets under acquisition are also not amortised until they are available for use.
Since the book value of assets is greater than the estimated recoverable amount, assets must be revalued
Profits and losses arising from the disposal of land, buildings and equipment are determined on the basis of their book values and have an effect on profit and loss. Returnable packaging (drums, bottles and crates) are shown among tangible fixed assets while observing a useful life of 3 or 4 years. Costs from financial liabilities for financing investments in tangible fixed assets are capitalized. Subsequent costs are included in the book value of the asset or are recognised as a special asset, which is only suitable if the future economic benefits connected to this asset will be enjoyed by the Group and if the costs of such an asset can be reliably measured. The book value of spare parts is not disclosed seperately. The costs of all other repairs and maintenance work are included in the income statement in the period they oc-
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
to the estimated recoverable amount (impairment) – IAS 36.
cur. Amortization from revaluation is directly recognised as a cost in profit or loss. A revaluation surplus is
7. Investment property
Investment property is property (land and buildings, parts of buildings or both) owned by the Company or under financial lease for the purpose of earning rent or increasing the value of the property. Investment
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performed and recognised in retained earnings upon removal of the fixed asset from use.
operations. Investment property is land or buildings, acquired for the appreciation of long-term investments or leased out and not for sale in the near future. Investment property is only recognised as an asset if it is likely that
LAĹ KO GROUP
property is not used for production or the sale of goods or services, for administrative purposes or for regular
future economic benefits will flow to the Company and if its cost can be reliably measured.
169 In 2008 the Company changed from using the cost method to using the fair value model for measuring investment property.
8. Financial assets
The Company classifies its investments into the following categories: financial assets at fair value through profit or loss, loans and receivables, financial investments held-to-maturity and financial assets available-forsale. The classification depends on the purpose for which the investment was acquired. a) Financial assets at fair value through profit or loss
This category is divided into two sub-categories: financial assets for trade and assets determined by fair value through profit or loss upon recognition. Investments obtained for the purpose of generating profit from short-term (less than one year) fluctuations in price are clasified as available-for-trade and fall under short-term assets. These assets are measured at fair value; realised/unrealised profit and loss arising from changes in fair value are included in the income statement for the period in which they arose. b) Loans and receivables
Loans and receivables are non-derivative financial assets with unchangeable or determinable payments which are not traded on the active market. They are included under short-term assets, except those with maturities exceeding 12 months following the balance sheet date. In this case, they are classified among longterm assets. Loans and receivables are shown in the balance sheet under operating and other receivables according to paid values while observing the effective interest rate.
c) Held-to-maturity investments
Investments with fixed maturities which the Management Board of the Company intends to retain to ma4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
turity are classified as investments held to maturity and are classified among long-term assets. The Company did not possess any investments within the scope of this category in the current period. d) Financial assets available-for-sale
Financial assets available-for-sale are those non-implemented financial assets marked as available-for-sale or those not classified in any other category. Assets in this category are valued according to their fair values or at cost if their fair value cannot be reliably ascertained. If the assets are valued according to their fair values, a fair value revaluation is directly recognised in capital. The Group assesses whether there is objective evidence that a financial asset or group of financial assets is impaired on each balance sheet date. In the event of the sale of financial assets available-for- sale, the long-
ANNUAL REPORT 2011
term reduction in the fair value below the cost is characteristically considered an indicator of an impairment of shares. If such evidence exists for a financial asset available-for-sale, the cummulative loss measured as a difference between cost and the current fair value shown as an impairment loss in the income statement - is removed from capital or comprehensive income and shown in the income statement. Reversals of impairments shown in the income statement cannot be performed for capital instruments. e) Derivative financial instruments
LAĹ KO GROUP
Derivative financial instruments are used for managing interest rate risks. They comprise interest options and interest swaps. Derivative financial instruments are first recognised at cost on the day a contract is concluded and later revalued to the fair value on the reporting date. Profits and losses connected to changes in fair value are immediately recognised in profit and loss unless they are used as protection against risk.
170 9. Impairment of non-financial assets
Assets which have a limited functional life are not amortized and are tested annually for impairment. Assets which are amortised are tested for impairment whenever events or circumstances point to the impairment of an asset. Losses due to impairment are recognised for the surplus of the book value amount over the asset’s replacement value. The replacement value is higher for fair value assets less costs of sales and value upon use. For the purpose of establishing impairment, assets are broken down into their smallest unit for which cash flows can be defined, independently from other units (cash generating units). The value of goodwill is assessed annually depending on a need for impairment. The Company posts all revaluations and impairments of tangible assets so that the revaluation/impairment value becomes the new cost of the asset.
10. Non-current assets available-for-sale
Non-current assets (group for disposal) available-for-sale are those non-current assets for which the book values are estimated to be reconciled predominantly with their sale in the following twelve months and which will not be further used. The denoted assets are valued according to the lower of their book and fair values, decreased by the costs of sale.
11. Inventories
pricing method. The value of finished products and work in progress consists of total manufacturing costs which includes the costs of processing materials, production labour costs, amortization, services and other manufacturing costs. The net realizable value is estimated based on customary sales prices decreased by the costs of conversion and sales.
12. Operating receivables
At initial recognition, operating receivables are shown at fair value and are later measured on the basis of
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
Inventories are stated at the lower of cost and net realisable value according to the weighted average
paid values using the effective interest rate method less impairment. Impairments of operating receivables
of (expected) estimated future cash flows discounted by the effective interest rate. The impairment amount is recognised in profit or loss.
13. Cash and cash equivalents
For the cash flow statement, cash and cash equivalents comprise cash on hand, sight deposits at banks and investments into the money market instruments without bank overdrafts. Bank overdrafts are included under short-term financial liabilities in the balance sheet.
14. Provisions
Provisions are recognised when the Company shows a legal obligation as a result of past events for which a probable likelihood exists in the future that it will have to settle the liability and when a reliable estimate of the liability can be made. Provisions may not be formed to cover future losses from operations.
15. Provisions for severence pay and jubilee awards
The net liabilities of the Company in connection to long-term benefits for years of service, except for pension schemes, are the earnings which employees obtain in exchange for their service during current and previous periods. Such liabilities are calculated using the method of foreseen significance of units and are discounted to their current values.
16. Deferred taxes
Deferred taxes are shown in their entirety while observing liability methods based on temporary differences between taxes associated with assets and liabilities and disclosed tax amounts in the financial statements. Deferred tax is calculated using the tax rate (and legislation) as prescribed by law valid on the balance sheet date which is expected to be used at the time the deferred tax is realised or liability for deferred tax settled. Deferred tax receivables are recognised if a possibility exists that a tax gain is expected in the future using temporary differences. Deferred tax liabilities are recognised upon a revaluation of assets. Deferred tax liabilities are shown as a set-off amount in in the balance sheet. The tax rate in 2011 comprised 20%.
LAĹ KO GROUP
receivable. The impairment amount represents the difference between the book value and the current value
ANNUAL REPORT 2011
are made when the Company expects that it will not be capable of realising the entire amount of the matured
171
17. Operating liabilities
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
Operating liabilities comprise credit to suppliers for purchased merchandise or services and liabilities to employees, the State, owners or others. Liabilities are recognised if it is likely that due to their settlement, factors enabling economic benefit are decreased and the amount for settlement can reliably be measured. They are initially recognised at fair value, and later measured according to realised payments using effective interest rates.
18. Financial liabilities
Financial liabilities are recognised at fair value upon their arising, exclusive of any arising transaction costs. In subsequent periods, financial liabilities are measured according to their realised payment using
ANNUAL REPORT 2011
effective interest rates. Any difference between receipts (exclusive of transaction costs) and liabilities are recognised in profit or loss throughout the entire period of the financial liability.
19. Share capital
Ordinary shares are classified under capital. Transaction costs directly associated with the issue of new
LAĹ KO GROUP
shares which are not connected to the acquisition of a company are shown as a decrease in capital. Any surpluses over the fair value of received paid-in amounts in excess of the book value of newly issued shares are recognised as a paid-in capital surplus.
20. Own shares
172 If the company reacquired its own shares in the business year, the paid amount inclusive of transaction costs and exclusive of tax is deducted from total capital as own shares (treasury shares) until these shares are removed, reissued or sold. The company must form reserves for own shares in the identical amount for that business year. At the same time, it must also form reserves for own shares for PILR shares owned by subsidiaries. Reserves for own shares are released when the Company disposes of its own shares or removes them, crediting the source from which they were formed. Upon the sale of such shares, the difference between the sale and book value of own shares is directly calculated into equity capital and has no effect on profit or loss. Own shares is used for the purposes defined in Article 247 of the Companies Act.
21. Dividends
Until approved by the General Meeting of Shareholders, foreseen dividends are treated as retained earnings.
22. Reporting by segments
Business segments are products or services which on the basis of risk and benefits, differ from the products and services of other segments. Regional (geographic) segments comprise products or services within a specific economic environment which are exposed to risk and benefits which differ from risk and benefits in other economic environments. Operations by segment are not individually disclosed in the annual reports of individual companies but are disclosed in the Annual Report of the LaĹĄko Pivovarna Group.
23. Assessment of the values of individual items
lowing assets and liabilities were assessed: intangible fixed assets, real estate, investment property, financial investments and provisions. Since these regard assessments, there is some uncertainty regarding the attainment of specific assumptions used at valuation.
NOTES TO THE UNCONSOLIDATED FINANCIAL STATEMENTS
1. Intangible fixed assets
( in EUR )
Licenses IFAs under and other IFAs acquisition
Total
ACQUISITION COST 1 January 2011 Transfer from property, plant and equipment 31 December 2011
3,354,786
5,039
3,359,825
-
(5,039)
(5,039)
3,354,786
-
3,354,786
1,724,484
-
1,724,484
ANNUAL REPORT 2011
Year 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
On the basis of assessments of management, business appraisers, actuaries and other experts, the fol-
Amoritsation and depreciation in the year 31 December 2011
235,238
-
235,238
1,959,722
-
1,959,722
LAŠKO GROUP
CUMMULATIVE VALUE ADJUSTMENT 1 January 2011
CURRENT VALUE 31 December 2011
1,395,064
-
1,395,064
1 January 2011
1,630,302
5,039
1,635,341
173
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Leto 2010 ( in EUR )
Total
ACQUISITION COST 1 January 2010 Direct acquisition Transfer from investments in progress Transfer from property, plant and equipment
2,786,904
571,229
3,358,133
-
1,468
1,468
567,658
(567,658)
-
224
-
224
3,354,786
5,039
3,359,825
1,493,124
-
1,493,124
231,360
-
231,360
1,724,484
-
1,724,484
31 December 2010
1,630,302
5,039
1,635,341
1 January 2010
1,293,780
571,229
1,865,009
31 December 2010 CUMMULATIVE VALUE ADJUSTMENT 1 January 2010 Amoritsation and depreciation in the year 31 December 2010
ANNUAL REPORT 2011
Licenses and IFAs under other IFAs acquisition
CURRENT VALUE
LAŠKO GROUP
There were no liens on the Company’s intangible assets as at 31 December 2011. The Company pledged
174
a portion of their brand names in the amount of EUR 50 million as security for short-term loans taken out from banks which are a constituent part of the assets of the Company and in accordance with accounting standards on own brand names are not disclosed in the financial statements.
1,306,790
(2,880,236)
291,478
-
-
129,064,278
- (1,831,072)
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
8,017,964 27,261,799 8,827,644 5,940,666 2,929,502 696,043 53,673,618
8,439,864
280,506
7,896,026 25,293,679 7,510,602 5,325,532 2,623,363 512,456 49,161,658
19,684,808
-
31 December 2011
100,205,451
(518) (834,921) (925,025)
67,193
1 January 2011
CURRENT VALUE
734,155
213,313
-
-
6,059,192
- (70,608)
131,380,821
Divestments
-
-
31 December 2011
-
-
1,536,215
- (6,825,169) - - - - (6,825,169)
7,761,481
Transfer to investment property
1,334,394
Revaluations
18,972,022
-
965,443
- 2,223,140
512,456 178,225,936
Amortisation and depreciation in the year
97,982,829
296,517 - (2,177,803)
-
1 January 2011
6,664,489
(518) (847,663) (934,546)
5,039
(177,730) (217,346)
-
7,896,026 26,027,834 107,716,053 25,010,340 11,063,227
-
Divestments
CUMMULATIVE VALUE ADJUSTMENT
-
55,792 (7,699,658) - - - - (7,643,866)
653,837
31 December 2011
Transfer from/to IFAs and investment property
Revaluation
901,059
-
18,550
- - - - - 2,696,649 2,696,649
696,043 185,054,439
Transfer from investments in progress
8,017,964 33,926,288 106,810,473 24,912,688 10,690,983
Total
Direct acquisitions
1 January 2011
ACQUISITION COST
Production Other Fixed Year 2011 plant and plant and Piece assets under ( in EUR ) Land Buildings machines equipment inventory acquisition
2. Tangible fixed assets
175
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
33,939,277
105,546,319
24,819,092
9,703,542
685,861
182,741,148
(166,780)
-
-
131,380,821
28,196,539
10,453,583
6,375,188
3,341,591
685,861
57,099,819
8,047,057
7,761,481
(123,484)
1 January 2010
18,972,022
-
8,017,964 27,261,799 8,827,644 5,940,666 2,929,502 696,043 53,673,618
CURRENT VALUE
97,982,829
-
31 December 2010
6,664,489
(88,615)
6,764,714
-
-
-
31 December 2010
(34,869)
1,400,814
- - (207,933) (692,521) - - (900,454)
1,309,254
-
3,098,026
Transfer to investment property
956,620
Divestments
125,641,329
- - - - (1,284) - (1,284)
-
-
6,361,951
Revaluations
18,443,904
Amortisation and depreciation in the year
95,092,736
-
5,742,738
(1,008,758)
-
696,043 185,054,439
-
(4,277,834)
8,017,964 33,926,288 106,810,473 24,912,688 10,690,983
-
987,441
1 January 2010
CUMMULATIVE VALUE ADJUSTMENT
31 December 2010
(830,191)
941,595
(11,787)
1,519,809
(29,093) - (255,655) (708,031) - - (992,779)
817,202
Transfer from/to IFAs and investment property
11,787
- - - 26,812 - 4,288,016 4,314,828
8,047,057
Total
Divestments
Transfer from investments in progress
Direct acquisitions
1 January 2010
ACQUISITION COST
Production Other Fixed Year 2010 plant and plant and Piece assets under ( in EUR ) Land Buildings machines equipment inventory acquisition
176
The divestment of tangible fixed assets represents the sale and write-off of such assets. The Company did not financially lease any of its tangible assets. The Company has been utilizing the revaluation model An authorised real estate appraiser performed an appraisal of the Company’s real estate on 31 December 2011. The negative revaluation effect in the amount of EUR 1,296,458 is shown among revalued operating expenses while the positive revaluation effect of EUR 477,425 impacts the value of capital and increase the revaluation surplus. The Company realized a profit of EUR 22,723 from the sale of tangible fixed assets which is shown as a revaluation of operating revenue and a loss of EUR 31,207 which is shown as a revaluation of operating expenses.
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
for valuing real estate since 2008 while equipment and piece inventory are valued using the cost model.
The company pledged tangible fixed assets which on 31 December 2011 amounted to EUR 37,216,704 to
of tangible fixed assets of EUR 213,355.
3. Investment property
ANNUAL REPORT 2011
insure long- and short-term loans. The book value of pledged real estate amounted to EUR 31,649,609 and pledged equipment EUR 5,567,095. As at 31 December 2011 the Company showed liabilities for the purchase
( in EUR )
Land Buildings
Total
ACQUSITION COST 1 January 2011
11,786
3,311,912
3,323,698
123,119
912,792
1,035,911
available-for-sale )
-
2,943,324
2,943,324
Transfer of equipment from 2010
-
(414,962)
(414,962)
Value adjustment of transfer from PPE from 2010
-
123,484
123,484
134,905
6,876,550
7,011,455
1 January 2011
-
446,090
446,090
Transfer of valuation adjustment equipment
-
(213,313)
(213,313)
assets available-for-sale )
-
240,612
240,612
31 December 2011
-
473,389
473,389
134,905
6,403,161
6,538,066
11,786
2,865,822
2,877,608
Revaluations - enhancements/impairments
177
Requalification (transfer from assets
31 December 2011 CUMMULATIVE VALUE ADJUSTMENT
Requalification (transfer from
CURRENT VALUE 31 December 2011 1 January 2011
LAŠKO GROUP
Year 2011
Year 2010
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR )
Land Buildings
Total
ACQUSITION COST 1 January 2010 Transfer from PPE Transfer to assets available-for-sale
578,460
4,679,805
5,258,265
11,786
996,971
1,008,757
-
(2,943,324)
(2,943,324)
590,246
2,733,452
3,323,698
1 January 2010
-
194,497
194,497
Impairments
- 368,721 368,721
31 December 2010 ACCUMULATED VALUE ADJUSTMENT
Transfer from PPE
-
123,484
123,484
Transfer to assets available-for-sale
-
(240,612)
(240,612)
31 December 2010
-
446,090
446,090
31 December 2010
590,246
2,287,362
2,877,608
1 January 2010
578,460
4,485,308
5,063,768
CURRENT VALUE
Investment property also includes property which is not used for carrying out the basic activity but leased out by the Company. The Tri Lilije sports arena and catering facilities (Hotel Hum, Hotel Savinja and Tabor Castle) and holiday facilities are all recorded as investment property. The Company generated EUR 514,257 in expenses and EUR 224, 693 in revenues from investment property. The investment property was assessed by a certified real estate appraiser on 31 December 2011. The assessed value of the Company’s investment
178
property on the last day of 2011 amounted to EUR 6,538,066 and is EUR 1,029,568 higher than the book value. A revaluation of operating revenues in the amount of EUR 1,160,661 and a revaluation of operating expenses in the amount of EUR 124,760 is shown under the revaluation heading. The Management Board commenced with the procedure of divesting the catering facilities Hotel Hum and Hotel Savinja and Tri lilije sports arena in the beginning of 2011. It assesses that the likelihood of the real estate being sold within one year is quite small. At the end of 2010 it was foreseen that both hotels would be sold within one year. Since this did not happen, both buildings with the appertaining functional land was reclassified from non-current assets available-for-sale back to investment property at the end of 2011. Investment property in the amount of EUR 4,784,910 has been pledged as insurance for long- and shortterm loans from banks.
4. Long– term financial investments
( in EUR ) 2011 2010
SHARES IN COMPANIES IN THE GROUP In Slovenia: Pivovarna Union, d. d., Ljubljana
169,269,001
169,267,846
Vital Mestinje, d. o. o.
1,457,761
1,457,761
Radenska, d. d., Radenci
46,387,081
50,023,603
Delo, d. d., Ljubljana
27,732,150
-
Firma Del, d. o. o., Laško
7,427
7,427
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
4. A. Long-term financial investments in subsidiaries
Abroad: Laško Grupa, d. o. o., Zagreb
2,709
2,709
Laško Grupa, d. o. o., Sarajevo
160,408
160,408
ANNUAL REPORT 2011
244,853,420 220,756,637
163,117 163,117
LAŠKO GROUP
Total 245,016,537 220,919,754
Information about the subsidiaries Percentage Value of Profit/ Company Country of participation the total loss Company name activity the company in capital equity for 2011 ( in EUR ) ( in EUR )
Subsidiary companies Vital Mestinje, d. o. o.
beverage production
Slovenia
96.920 % 3,366,215
Radenska, d. d., Radenci
beverage production
Slovenia
81.960 % 79,736,226 3,052,843
beverage and
Slovenia
97.895 % 94,261,537 7,316,434
Slovenia
80.834 % 17,480,363 (1,528,898)
100.00 %
Union Group
8,428
beer production
Delo Group
newspaper and
publishing Firma Del, d. o. o., Laško
beer production
Slovenia
51,723
1,273
Jadranska Pivovara - Split, d. d.
beer production
Croatia
Laško Grupa, d. o. o., Sarajevo
intermediate trade
BiH
69.23 %
147,588
23,525
Laško Grupa, d. o. o., Zagreb
intermediate trade
Hrvaška
100.00 %
14,650
5,716
99.459 % 4,542,877 (3,731,895)
In accordance with IAS 27 the Company valuates long-term financial investments in subsidiaries according to the cost model.
179
The Company possesses 441,617 shares of the subsidiary Pivovarna Union, d. d. or a 97.895% stake, 539,536 shares in the subsidiary Delo, d. d. or an 80.834% stake, 5,396,852 shares in the subsidiary Jadrans4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
ka pivovara – Split, d. d. or a 99.459% ownership stake and 4,748,703 shares in the subsidiary Radenska, d. d. or a 93.813% ownership stake. The Company temporary sold 600,000 RARG shares (11.9%) in 2011. Despite the the concluded contract on management rights and temporary transfer, Pivovarna Laško, d. d. remained their owner so that the Company did not carry out a recognition of the investment. The share of voting rights is higher as a result and currently comprises 93.813%. In 2010 the investment in Delo, d. d. was disclosed among assets available-for-sale in accordance with IFRS 5 due to the planned sale thereof. Currently, no reason remains for the classification of the investment among assets available-for-sale since a high probability exists that the investment in its current form can not be sold in the short-term (within one year) at a reasonable price. Procedures for streamlining operations and a restructuring project are currently being implemented in Delo, d. d. It is estimated that the probability of
ANNUAL REPORT 2011
selling the denoted investments will be significantly higher following implementation of the restructuring processes. The Company also has majority ownership stakes in the following subsidiaries: Vital Mestinje, d. o. o., (96.92%), Laško Grupa, d. o. o., Zagreb (100%) and Laško Grupa, d. o. o., Sarajevo (69.23%). For the purpose of establishing the need for impairment, appraisals of the investments in the company
LAŠKO GROUP
Delo, d. d., including investments into the company Večer, were made by an authorised appraiser on 31 December 2011. The assessed value of the investments on the last day of 2011 amounted to EUR 27,732,150 or EUR 51.40 per share, reflecting a decrease of EUR 8,183,810 over the stated book value. The negative difference is shown as an impairment among financial expenses. The investments in the subsidiaries Pivovarna Union, d. d., Radenska, d. d. and Vital Mestinje, d. o. o.
180
were not appraised by an authorised business appraiser. Based on appraisals from the previous year, management reviewed the realisation of assessed planned cash flows and established that the realised business results of 2011 exceeded planned business results, thus it assesses that there is no need for an impairment of the aforementioned investments. Long-term financial investments in subsidiaries increased in 2011 due to additional purchases in the amount of EUR 2,283. Pivovarna Laško, d. d. increased its investment in Pivovarna Union, d. d. by EUR 1,185, its investment in Radenska, d. d. by EUR 1,128 due to new purchases.
1. Financial investments in the subsidiary Radenska, d. d., Radenci
In 2011, on the basis of a final judgment in a dispute between the plaintiff Nova Kreditna banka Maribor, d. d., as the lien creditor and defendant Pivovarna Laško, d. d., as the lien debtor, the Company reduced its investment in Radenska, d. d. by 345,304 shares, which the previous Management Board of Pivovarna Laško had pledged to the benefit of the company Center naložbe for its receipt of a loan from NKBM. The creditor NKBM filed a motion for enforcement at the District Court in Celje on 22 December 2011 based on enforceable title (Article 17 of the Enforcement and Securing of Civil Claims Act), on the basis of which the Court issued an Order of Execution that same day. Enforcement had not yet been implemented by the date of confirmation of the financial statements on 6 April 2012 however due to the aforementioned facts, the Company transferred a portion of the investments in the amount of EUR 3,637,650 corresponding to the average book value of 345,304 RARG shares among assets available-for-sale. Due to the pledging of RARG shares, financial expenses had already been recognised in 2009 and accrued costs and deferred revenues formed in the identical amount.
A framework contract (repurchase agreement) was conclude on 30 November 2011 between Deželna banka Slovenija, d. d. and Pivovarna Laško, d. d. for the temporary sale of securities whose subject was the comprised EUR 5,000,000. The annual depreciation rate is 6.5 %. The reacquisition date is 30 may 2012. Pivovarna Union, d. d., Ljubljana is the pledger and jointly liable party.. The voting rights arising from the ownership of the denoted shares belong to the temporary seller (Pivovarna Laško, d. d.) for the duration of the repurchase agreement. Contextually, the repurchase transaction represents a financial liability for Po Pivovarna Laško, d. d. therefore the Company did not show a reduction in the financial investment in the shares of the subsidiary Radenska, d. d., and similarly, on 31 December 2011 did not show a decrease in the management stake in the aforementioned company.
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
repurchase of 600,000 RARG shares of Radenska. The book value of the shares as at 31 December 2010
The denationalization beneficiary Rudolf Höhn-Šarič, Baltimore, USA lodged a request for the denationalisation of nationalised real estate in 1993. The lodged request regards the restitution of an ownership stake in the former company and subordinate restitution into ownership and possession real estate and payment of damages. In kind, this represents the majority of land and buildings inside the Radenci Health Resort in Radenci and a portion of the land and buildings at the location of the current Boračeva bottling plant.
ANNUAL REPORT 2011
Denationalisation requests pertaining to Radenska, d. d., Radenci
alisation Act in an administrative proceeding before the Administrative Unit of Gornja Radgona. After the Supreme Court of the Republic of Slovenia in an audit proceeding in July 2009 ruled that the beneficiary Rudolf Hohn-Šarič is deemed a Yugoslavian and Slovenian citizen from 28 August 1945 onwards, proceedings commenced before the Administrative Unit of Gornja Radgona Three oral hearings were published in
LAŠKO GROUP
The denationalisation request which had been lodged on 4 May 1993 is being treated in line the Denation-
April 2010, May 2011 and January 2012. The current proceedings encompass the filing of prepared forms, clarification of facts and circumstances relevant to the decision in this matter and determination of the fact whether the beneficiary had been entitled to receive compensation from a foreign country in line with the Agreement on Subsidies and Countervailing Measures between Austria and Germany of 1962. A motion for the return of assets pursuant to the Enforcement of Criminal Sanctions Act (ZIKS) which was loded on 20 December 2012 is being carried out in non-contentious legal proceedings before the District Court in Novo Mesto. The beneficiaries Michael Wiesler and Barbara Purre-Wiesler (the grandchildren of Dr. The beneficiaries assessed the value to be EUR 14.5 million for half of the property requested in the denationalisation procedure. They are additionally enforcing the return of 12 brands of Radenska, d. d., Radenci and payment of damages for the right to the mineral water and land on which the mineral water springs are located All together, 20 prepared forms of the beneficiary Rudolf Hohn-Šarič have been lodged, and as many answers. On 23 December 2010 the beneficiaries in accordance with the Enforcement of Criminal Sanctions Act carried out the entry into the land register in the form of a notice of dispute on all land parcels that are the subject of the denationalization procedure. Notices of dispute have also been placed on several brands of Radenska at the Slovenian Intellectual Property Office. The denationalisation requests are extremely important proceedings against Radenska, d. d. however it is still to early to forecast the outcome and even more difficult to assess potential damage. This uncertainty may impact the valuation of financial investments in the subsidiary in the future.
181
2. Financial investment in the subsidiary Delo, d. d., Ljubljana
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
a) Procedures in the sale of a 100% stake in the company Delo, d. d., Ljubljana
The Laško Group is selling its entire stake in the company Delo, d. d. In addition to Pivovarna Laško, d. d. which has an 80.13% ownership stake in the aforementioned company, the subsidiary Radenska, d. d. also owns a 19.17% ownership stake in the company. Procedures connected to the sale of the investment commenced in October 2010 when a mandate for the organised sale was submitted to the company KPMG, d. o. o., Ljubljana. A detailed tax inspection of operations was performed by the companies Ernest & Young, d. o. o., Ljubljana and Schonherr (Austria) in November 2010. A call for bids in the newspapers Delo and Financial Times (UK) was published on 30 November 2010. The deadline for submitting an interest in participation was 14 December 2010. On 21 December 2010 an informative memorandum signed by seven NDAs was dispatched to the potential investor.
LAŠKO GROUP
ANNUAL REPORT 2011
The deadline for submitting non-binding bids was 28 January 2011. A number of non-binding offers arrived by this date however the offered prices were lower than expected. Discussions with tenderers were carried out in February regarding the possibility of increasing the non-binding bids. Discussions with three tenderers had been carried out by 1 February 2011 who will additionally obtain the Vendor due diligence for review and participate in a management presentation. The deadline for the submission of improved non-binding bids was implemented on 8 April 2011. On 14 April 2011 two non-binding tenderers were submitted a request to improve their bids and precisely define the structure of the transaction by 26 June 2011. In July the tenderers submitted combined offers which however were not in accordance with the published offer of sale. The Management Board reviewed the offer and to temporarily cease the procedure of sale until the end of September. On 22 July 2011, all potential bidders were notified that the sale of Delo, d. d. was dependant on the concluded sale of Večer. At the same time, activities commenced for the restructure of the company in terms of a division of activities on the basis of which a newly designed offer of sale for the
182
company would be prepared. Additionally, measures for streamlining operations in Delo, d. d. began being implemented to improve business results. The sale of the investment is currently on hold. A new tender for the sale of the company will be published in 2012. b) Estimated value of the company Delo, d. d., Ljubljana
The valuation was carried out by an accredited business appraiser registered with the Slovenian Institute of Auditors. The most important elements and findings during the valuation procedure are as as follows:
•T he subject of the valuation was the majority ownership stake of the company (100%), enabling the majority owner to impact the process of adopting decisions on bodies of the company management as well as impact the formulation of strategy and business decisions (on investments, borrowing and so on). The majority owner may also implement status changes.
•T he appraiser started work from the assumption that the company’s market value equalled the current value of expected free cash flows, in accordance with a general financial assumption that the company’s value equals the sum of all future benefits which it brings to its owner.
•T he current value of expected free cash flows without including debt method was used in assessing the value of the company. In this method, first the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed; afterwards all financial liabilities of the company are deducted due to revaluation of the subject, i.e. the equity capital of the company. The value obtained in this way is additionally adjusted for possible potential liabilities, premiums and discounts.
•T he appraiser also attempted to use the method of comparable companies and comparable transactions. The utilised companies and transactions are not comparable enough in terms of size (the benchmark company is also involved in publishing and other media) which consequently has an affect on both the profitability and financial position of the company. As a result, this method was merely used as a control method and observed only the
• r equired rate of return on equity capital, which for Delo is: rDelo = (4.0% + 7.0% x 0.98 + 1.20%) x 1.10 = 13.3%,
• a nd the required rate of return for total (equity + debt) capital, which for Delo is (WACC - Weighted Average Cost of Capital):
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
company is significantly larger) and scope of activities (in addition to the publication of newspapers, the
•T he appraiser used assessments of operations of 2011 and the 2012 Business Plan of Delo for preparing projections. In estimating future returns, the appraiser took the company’s potential into account, determined on the basis of past operations of the company and analyses of its activities. The appraisal envisaged two scenarios of company operations in the future (optimistic and pessimistic) which differ in terms of envisaged net sales revenues and operating costs, and consequently the EBIT and EBIT margin.
ANNUAL REPORT 2011
rWACC = 13.3% x 0.68 + 6.5% x 0.32 x (1 - 0.20) = 10.7%,
extremely difficult year for media activity. A further decline in sold copies and low advertising revenues is also foreseen with no increases in the price of editions envisaged in the plan. The 2012 Business Plan is mainly focused on streamlining costs with the level of revenues remaining unchanged. The Business Plan is relatively conservative from the aspect of revenues, while the envisaged streamlining of costs is
LAŠKO GROUP
•T he 2012 Business Plan envisages modest economic growth in Slovenia (1%) and subsequently, and
a necessity. Negotiations with labour unions regarding the aforementioned have not yet been concluded. A gradual improvement of the economic situation and renewed growth of expenditures for advertising through print media is envisaged for the period 2013-2016.
• Earnings before interest and taxes (EBIT) for 2011 is estimated at EUR 0.2 million (0.4% of sales revenues). EBIT in 2012 due to the streamlining of costs and envisaged savings is forecasted at EUR 1.6 million according to the pessimistic scenario and at EUR 1.9 million according to the optimistic scenario. Gradual growth of EBITDA and EBIT of Delo is envisaged for the period 2013-2016 due to a growth in revenues, particularly from advertising and growing prices for a portion of the company’s costs are fixed with certain reserves possible particularly in the area of labour costs. The EBIT share in sales revenues up to 2016 will rise at a level of 9.2% according to the optimistic scenario and to 7.6% according to the pessimistic scenario. The five-year average EBIT margin for European companies in the area of printed media publishing comprises 10.8% while comparable companies in the region (particularly Croatia) achieved a lower EBIT margin in 2010 and are restructuring with the aim of streamlining costs (especially labour costs). • Despite the high degree of indebtedness, a part of the assessed values originate from surplus financial investments and surplus assets of the company Delo. Real estate and investment property in the amount of EUR 927 thousand, the subsidiary Izberi in the amount of EUR 780 thousand and financial investments in the amount of EUR 10,365 thousand were considered surplus assets by the appraiser. • The control premium of 0% was observed since future yield for the average majority strategic owner have already in principal been implemented. • A discount of 15% for the lack of liquidity was taken into consideration in assessing the value of the majority ownership stake (the Laško Group has a 100% ownership stake). The market share of the company in the market (leading newspaper agency), strength of its brands as well as the strategic and political position of the company were also taken into account.
183
Based on all the denoted assumptions, the recoverable value of the 100% equity stake in Delo, d. d. on 31 December 2011 has been assessed for the purpose of verifying impairment in accordance with IAS 36, which 4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
is identical to the value if used, namely: EUR 34,290,000 with a possible value range of between EUR 29,820,000 according to the pessimistic scenario and EUR39,490,000 according to the optimistic scenario or EUR 51.4 per share with a possible value range of between EUR 44.1 per share according to the pessimistic scenario and EUR 59.6 per share according to the optimistic scenario.
ANNUAL REPORT 2011
3. Financial investment in Jadranska pivovara – Split, d. d.
a) Procedures in the sale of a 99.11% stake in the company Jadranska pivovara – Split, d. d.
The management of Pivovarna Laško decided in 2009 that due to its poor financial position and for rationalization purposes it would terminate production in Jadranska pivovara and relocate production to Laško or sell the production line to the most favourable bidder. Its forecast regarding the relocation of production was realised in 2010. In April 2010 Jadranska pivovara ceased the production activity and in the autumn of 2010,
LAŠKO GROUP
also the filling of beer. The Company intensively sought a buyer throughout the year however no transaction was concluded with the individual buyers interested in acquiring the production line. In autumn 2010 a mandate for the sale of a 99.11% stake in Jadranska pivovara – Split, d. d. was therefore submitted to the company Caper, d. o. o., Zagreb. The intention to sell the stake publically was published in the Croatian newspaper Poslovni Dnevnik and the Mergemarkt business portal on 26 November 2011.
184
The company Caper prepared a list of potential buyers sending them a teaser by 17 December 2010. The informative memorandum prepared on 24 December 2010 was submitted to two potential buyers, namely SABMiler and Bavaria NV. The deadline for submitting non-binding bids was 2 March 2011. Prior to this date an inspection of Jadranska pivovara was carried out for interested buyers. The deadline for the submission of non-binding offers was extended twice. During this time both SABMiler and Bavaria NV withdrew their offers however a new buyer appeared, Arena, d. o. o., Split. Despite the extension of the deadline for the submission of bids to 25 March 2011, Arena, d. o. o. did not submit a bid. The Management Board established that the sales procedure as unsuccessful and will adopt a decision regarding further procedures. b) Estimated value of the company Jadranska pivovara – Split, d. d.
The long-term financial investment in the company Jadranska pivovara – Split, d. d. had already been impaired in its entirety in 2009. An appraisal of the company’s real estate and moveable property was performed by certified appraisers in 2011. According to the optimistic scenario the market value of the real estate on 31 December 2011 amounts to EUR 6,388,680 and the market value under liquidation conditions EUR 5,308,990. The market value under liquidation conditions according to the pessimistic scenario amounts to EUR 4,404,011 million. The assessed market value of the equipment of Jadranska pivovara, d. d., (optimistic scenario) on 31 December 2011 amounts to EUR 3,574,700 and the market value under liquidation conditions (pessimistic scenario) EUR 1,821,106. From the appraisals of individual assets on 31 December 2011, it follows that the value of the assets of the company has decreased in recent years therefore a new appraisal of the investment is required for there is no indication of an improvement in the financial state of the said company. The value of the investment in Jadranska pivovara, d. d.p was equal to zero on the last day of 2011.
In the previous year, the Company classified the denoted investment among assets available-for-sale in accordance with IFRS 5. Since it is realistic to expect the investment to be sold within one year, the investments
4. B. Long-term financial investments in associated companies
Information about associates Percentage Value of Profit/ Company Country of participation the total loss Company name activity the company in capital equity for 2011 ( in EUR ) ( in EUR )
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
was again shown among long-term financial investments in subsidiaries on 31 December 2011.
Associated companies Spa, hotel and
Slovenia
20.630 % 28,739,199
221,533
similar establishments
On 31 December 2011 Pivovarna Laško, d. d., owned 645,003 shares of Thermana, d. d., representing a
ANNUAL REPORT 2011
Thermana, d. d., Laško
comprised EUR 6,897,921. The investment was impaired in its entirety in 2010 with its value equal to zero. The investments is undergoing a sales procedure. The Company issued a mandate for the organisation of its sale to NLB, d. d., Ljubljana. An agreement on the implementation of the sale was prepared in 2010
LAŠKO GROUP
20.63% ownership stake in the aforementioned company. The original purchase value of the investment
and forwarded to owners of more than 50% of the investment. The procedure for acquiring the consent of subscribers was carried out in February 2011. On 28 February 2011 the agreement was signed and reconciled by NLB, d. d., Pivovarna Laško, d. d. and Zavarovalnica Triglav, d. d., which together represents a 44.85% ownership stake in Thermana, d. d. Reconcilliation activities with the remaining potential signers of the agreement on the implementation of sales of shares continued in 2011. Pivovarna Laško, d. d. signed the Agreement on the joint sale of shares of the company Thermana, d. d. of a 51.96% stake on 10 October 2011. NLB, d. d. as the sales broker commenced sales activities. A public tender for the sale of the investment was published in the newspaper Delon on 28 November 2011 and in December, a public invitation together with a teaser was sent to over 100 funds and 100 companies from the sector.
4. C. Long-term financial assets available-for-sale
( in EUR ) 2011 2010
Other investments in shares and stakes at acquisition cost
241,655
320,942
Total 241,655 320,942
185
Movement of assets available-for-sale
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Balance as at 1 January
320,942
55,840,789
Transfer to DFN in associated companies (MELR)
-
(56,724,195)
Revaluation
- 1,423,146
Changes in the year:
Impairments (79,287) Divestments
ANNUAL REPORT 2011
Balance as at 31 December
-
- (218,798) 241,655
320,942
The value of long-term financial assets available-for-sale fell by EUR 79,287 compared to the previous year. The decrease is due to an impairment of the investment in the company Slopak in 2011 which was impaired in its entirety due to the company’s poor financial position.
LAŠKO GROUP
5. Long-term loans
186
( in EUR ) 2011 2010
Other long-term loans
3,310
16,296
Total 3,310 16,296
Long-terms loans refer to long-term housing loans granted by the Company to its employees for the purposes of solving their housing-related issues.
6. Long-term receivables from financial leases
( in EUR ) 2011 2010
Long-term receivables from financial leases
751,266
573,467
Total 751,266 573,467
Long-term operating receivables from financial leases refer to the production equipment for the Bandidos brand, which was given on financial lease to a business partner from Belarus. The value of the aforementioned receivable on the last day of 2011 amounted to EUR 517,100. The receivables from financial leases mature on 15 October 2015. The Company leased out packaging in the amount of EUR 275,132 to the company Birra Peja Peć which will expire on 31 December 2014. The value of the aforementioned receivables on the last day of the 2011 amounted to EUR 234,166.
7. Long-term net receivables for deferred tax
18,240,502
15,436,180
Long-term deferred tax liabilities
(1,070,058)
(1,093,025)
Net long-term deferred tax receivables
17,170,444
14,343,155
Long-term receivables and liabilities for deferred tax are calculated on the basis of temporary differences using the liability method in consideration of a 20% tax rate.
(in EUR ) 2011 2010
At the beginning of the year - deferred tax receivables
5,436,180
14,482,886
Change in income
2,895,197
1,097,155
Change in comprehensive income
(90,875)
(143,861)
ANNUAL REPORT 2011
Long-term deferred tax receivables
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
As at 31 December 2011 the Company showed net long-term receivables from deferred taxes in the amount of EUR 17,537,166 which is EUR 3,194,011 less than in the previous year.
LAŠKO GROUP
Total 18,240,502 15,436,180
187 Movement of long-term receivables for deferred tax
Fair Liabilities to value ( in EUR ) employees (financial assets)
Other
Total
DEFERRED TAX RECEIVABLES 1 January 2010
390,021
13,727,427
365,438
14,482,886
Change in the income statement
(73,919)
1,170,944
130
1,097,155
Change in comprehensive income 31 December 2010 Change in the income statement Change in comprehensive income 31 December 2011
-
(143,861)
-
(143,861)
316,102
14,754,510
365,568
15,436,180
2,528
2,253,051
639,618
2,895,197
-
(90,875)
-
(90,875)
318,630
16,916,686
1,005,186
18,240,502
Long-term deferred tax assets, which are reflected in profit or loss, increased by EUR 2,895,197, while the long-term operating receivables for deferred tax which impact comprehensive income decreased by EUR 90,875. Deferred tax assets arising from liabilities to employees in the amount of EUR 2,528 and the formation of tax losses in the amount of EUR 639,618 increased. Receivables in the amount of EUR 2,162,176 were formed due to the impairment and revaluation of financial assets.
Long-term deferred tax liabilities in the amount of EUR 1,093,025 in the financial position decreased the amount of deferred tax receivables. The amount of long-term deferred tax liabilities did not essentially 4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
change in comparison to 2010. Long-term deferred tax liabilities relate to the revaluation of real estate which was conducted in 2008 and 2011. Deferred tax liabilities from the revaluation of real estate amounted to EUR 1,069,320.
Movement of long-term deferred tax liabilities
( in EUR )
Fair value Fair value (land buildings) (financial assets)
Total
ANNUAL REPORT 2011
DEFERRED TAX LIABILITIES 1 January 2010 Change in the income statement as at 31 December 2010 Change in comprehensive income
LAŠKO GROUP
as at 31 December 2011
1,092,511
34,833
1,127,344
-
(34,319)
(34,319)
1,092,511
514
1,093,025
(23,191)
224
(22,967)
1,069,320
738
1,070,058
Long-term deferred tax liabilities refer almost in their entirety to the conversion of real estate to fair value, which is reflected in the revaluation surplus. A 20% tax rate was utilized. As at 31 December 2011 its value equalled EUR 1,070,058.
188 8. Non-current assets available-for-sale
( in EUR ) 2011 2010
Real estate available-for-sale
770,939
3,634,713
Other short-term assets available-for-sale
3,637,650
35,911,152
Total 4,408,589 39,545,865
Non-current assets held for sale is shown the value of business and warehouse space with adjoining land in Ljubljana, which the Company plans to dispose of within one year, and 345,304 RARG shares RARG, which was the end of 2011 the order of execution in favour of the lien creditor New Credit Bank of Maribor dd (more in note No. 4). Long-term financial liabilities of the Company amounted to EUR 35,911,152 million on 30 June 2011 and decreased by the value of the short-term financial liabilities of loans carried over in the amount of EUR 9.4 million. Financial revenue in the amount of EUR 2010 million were 455.7% higher due to dividends (Mercator, d. d.) and profits from the sale of several financial investments.Currently, no reason remains for the classification of the investment among assets available-for-sale since the investment cannot be sold in its current form. Procedures for streamlining operations and a restructuring project are currently being implemented in Delo, d. d. It is estimateed that the probability of selling the denoted investments will be significantly higher following implementation of the restructuring processes.
Currently, reasons for the classification of the investment among assets available-for-sale no longer exist, because the investment can not be sold in the form in which it is today. Procedures for streamlining operaof the sale of the aforementioned will be significantly greater as a result of restructuring processes. In 2011 the denoted provisions decreased by the costs of amortisation in the amount of EUR 2,863,774. The operations of Delo and Jadranska pivovara were implemented according to plan during the first half of the year therefore management assesses that the fair value of these two groups for divestment reduced by the costs of sale did not significantly change from the valuation performed in 5.
9. Inventories
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
tions and a restructuring project are being carried out at the company Delo. It is estimated that the likelihood
Materials and raw materials
5,442,140
5,929,076
Work in progress
998,140
749,917
Products 1,694,418 1,813,588 Merchandise 409,349 385,381
ANNUAL REPORT 2011
( in EUR ) 2011 2010
The value of inventories compared to the previous year decreased by EUR 333,915 or by 3.8%. The value of finished products and materials especially decreased. No inventories were pledged as at 31 December 2011
LAĹ KO GROUP
Total 8,544,047 8,877,962
nor any revaluation of the values of inventories implemented. The book value of inventories does not exceed
189
their net recoverable value. Inventory surpluses and deficits
( in EUR ) 2011 2010
Inventory surpluses
82,428
16,603
Inventory deficits
(75,598)
(14,834)
No substantial deficits or surpluses were established during the regular annual inventory.
10. A. Short–term operating receivables
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Short-term trade receivables: Domestic market
19,819,256
14,280,075
Foreign market
5,105,232
3,746,424
Less revaluation adjustments
(5,195,905)
(4,975,710)
Total 19,728,583 13,050,789 Short-term receivables to others
1,000,841
1,008,952
Advances 97,067 30,903
ANNUAL REPORT 2011
Less revaluation adjustments
(91,310)
(91,310)
Total 20,735,181 13,999,334
As at 31 December 2011 the Company disclosed EUR 13,999,334 in short-term operating receivables, representing a EUR 6,735,849 reduction over the amount on the last day of the previous year. Due to decreased
LAŠKO GROUP
sales, short-term operating receivables from domestic buyers predominantly decreased.
190
The disclosed value of short-term operating and other receivables reflects their fair value. Value adjustments of short-term operating receivables
( in EUR ) 2011 2010
Balance as at 1 January
4,975,710
4,835,059
Recovered written-off receivables
(79,594)
(163,089)
Final write-offs of receivables
(101,020)
(240,813)
Revaluation adjustments in the year
400,809
544,553
Balance as at 31 December
5,195,905
4,975,710
The revaluation adjustment of trade receivables increased due to lawsuits in the amount of EUR 149,874 and due to a revaluation adjustment of receivables in the amount of EUR 250,935. Write-offs of receivables decreased in the amount of EUR 101,020 and due to collected claims in the amount of EUR 79,594.
Maturities of trade receivables
up to 30 days
1,374,665
890,124
30 to 60 days
468,381
183,692
60 to 90 days
107,097
50,861
over 90 days
4,901,518
4,727,670
Balance as at 31 December
24,924,488
18,026,500
Trade receivables in the amount of EUR 6,035,411 are insured through guarantees in the amount of EUR 4,529,000. As at 31 December 2011 the Company had loans received insured through trade receivables in the amount of EUR 7,900,000.
10. B. Short-term receivables for excess corporate income tax payment
The Company showed a tax loss of EUR 651 in its 2011 tax return. The value of inventories as at 31 December 2011 comprised EUR 4,473,067 million and showed a EUR 5.5 million increase in comparison to the last day of 2010. In 2010, the Company did not demonstrate a the tax base, so in 2011 it did not pay accrued corporate income tax.
ANNUAL REPORT 2011
non-matured 18,072,827 12,174,153
LAŠKO GROUP
MATURITIES OF TRADE RECEIVABLES
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
191 11. Short-term financial assets available-for-sale
( in EUR ) 2011 2010
Short-term financial assets available-for-sale at cost
297,302
464,587
Short-term financial assets available-for-sale at fair value
49,729,099
56,233,962
Total 50,026,401 56,698,549
As at 30 June 2011 the amount of short-term granted loans including advances amounted to EUR 2011 million, representing a decrease of EUR 6,672,148 million over the previous year. 1. Financial investment in the company Poslovni sistem Mercator, d. d., Ljubljana
As at 31 December 2011 the Company was the owner of 317,498 MELR shares (8.43%), which taking into account a market value of EUR 147 per share on 31 December 2011, amounts to EUR 46,672,206. The fair value of the aforementioned stake as at 31 December 2011 is EUR 4,305,632 lower than the acquisition cost, which amounted to EUR 50,977,838 or EUR 160.56 per share. EUR 160.56 without VAT. Management estimates that the unsuccessful attempt to sell off the MELR shares, the fall in the share price means a permanent impairment therefore it was decided to disclose them as a financial expense. a) Procedures in the sale of a 23.43% stake in the company PS Mercator, d. d., Ljubljana
Following unsuccessful discussions with banks, the Supervisory Board of Pivovarna Laško, d. d. instructed the Management Board to implement the public sale of the MELR shares. A contract on consultation for the
sale was signed with NLB, d. d. on 03.02.11. A public tender for the sale of the 23.43% stake in the company PS Mercator owned by the Laško Group was published on 04.02.11. The tender prescribed the date 9 March 4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
2011 as the deadline for the submission of binding bids. Simultaneously with the public offering, negotiations with the financial fund Mid Europa Partners Ltd, United Kingdom were being carried out in February. Three offers had been received by 09.03.11 from: Mid Eura UK, Agrokor HR and Warburg Pincus US. The deadline for a decision on the sale of the company Mercator was specified as 15 April 2011, which was later extended on 30 April 2011. Three bids from the following tenderers were received within the deadline for the submission of bids by 18 September 24: On 26 April 2011 the Company received the decision of the Competition Protection Office no. 306-29/2011-4, which prohibits companies from the Laško Group from disposing of MELR shares without the prior approval of the CPO. The subsidiaries Pivovarna Union, d. d., Radenska, d. d., Radenci, Fructal, d. d. and Delo, d. d., also filed actions for damages on 15 February 20 11 with the competent courts against the company Atka-Prima, d. o. o.
ANNUAL REPORT 2011
and Boško Šrot. On 29 April 2011 the Supreme Court of the Republic of Slovenia in its decision no. G 23/201111 rejected the proposal for the issue of a temporary order to postpone the enforcement of the CPO decision. The composition of the Supervisory Board of Pivovarna Laško, d. d. on 04.05.11 comprised: The Supervisory Board agrees that it could not accept the offer of Agrokor due to the CPO decision no. Prior to the conclusion of the aforementioned Agreement the companies of the Group could not accept the offer of the company Agrokor, d. d. for the purchase of MELR shares owned by the companies in the Laško Group because
LAŠKO GROUP
due to the decision of the Competition Protection Office of 26 April 2011 and decision on the rejection of the temporary order of the Supreme Court of 29 April 2011, the Group could not dispose of the MELR shares. Procedures connected to the signing of the Agreement on the Joint Sale of Mercator were carried out in June 2011. The companies in the Group Pivovarna Laško, Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci, concluded an agreement on the joint sale of shares of the company Mercator, d. d.
192
with the companies Nova Ljubljanska banka, d. d., Abanka Vipa, d. d., NFD Holding, d. d., NFD 1 Delniški investicijski sklad, d. d., Gorenjska banka, d. d., Nova kreditna banka Maribor, d. d., Hypo Alpe-Adria-bank, d. d. and Banka Celje, d. d. which entered into force on 16 June 2011. Banka Koper, d. d. also entered the agreement later on. In the Agreement, the sellers agreed that the sales procedure of the 50.03% stake in Mercator, d. d. would be mplemented in cooperation with a financial advisor, who will be specified in the Agreement by the contractual parties by mutual agreement. A contract on the sale of a 52.10% share of the company Fructal, d. d. was signed with the buyer Nectar, d. o. o. in July 2011 for the contractual amount of EUR 35,300,000. The General Meeting was acquainted with and adopted the following important decisions at the18th extraordinary General Meeting of Shareholders of Pivovarna Laško, d. d.: The financial advisor presented the consortium of sellers with the received offer on 19 October 2011. Four unbinding offers were presented, one of them from a strategic tenderer. The consortium of sellers signed a contract with the only strategic bidder on 7 November 2011 which gives the bidder exclusive treatment for a contractually specified period. On 16 December 2011 the SPA was approved by all members of the consortium except by the companies of the Laško Group and NLB. The Supervisory Board of Pivovarna Laško postponed a decision on the SPA due to the takeover intention of Pivovarna Laško by the American company Eatons Capital from Las Vegas. The takeover intention of Eatons Capital was ruled as invalid by the Securities Market Agency on 22 December 2011. Radenska, d. d., Radenci, is a subsidiary of the parent company Pivovarna Laško, d. d., Laško. The General Meeting shall be acquainted that in accordance with Article 47 of the Companies Act and based on the findings of the Report on the Findings of a Special Audit of the Management of Individual Transactions of Pivovarna Laško, d. d., dated 27 February 2010, an action for damages was filed on 27.12.11 A General Meeting of Shareholders convocation was published on 29 December 2011, which would be held on 30 January 2012. A decision by the General Meeting for approval for the sale of Mercator shares to Agrokor pursuant to Article 47 of the Takeovers Act was placed on the agenda. The exclusive treatment of Agrokor
regarding negotiations was extended until the end of February 2012. At its session on 27 January 2012 the Supervisory Board was acquainted with the contents of the Agreement for the sale of shares of Poslovni sistem, risk of a breach of the Agreement in further negotiations. Agrokor withdrew from the sales procedure on 7 February 2012. The management’s position is to continue with the sale of the stake in Mercator. 2. Other financial investments available-for-sale
k.) Short-term financial assets available-for-sale shares of Probanka, d. d., in the amount of EUR 2,109,625 (6.27%), shares of Elektra Gorenjska, d. d., in the amount of EUR 947,268 (1.6%), shares in the company Ceste Mostovi Celje, d. d., in the amount of EUR 238,355 (5.49%), and shares in the company Etol Celje, d. d. in the amount of EUR 58,898 (0.21%). This investment had been valued in accordance with the rules of the capital method in the consolidated financial statements last year and shown at a value of EUR 2011 million.
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Mercator, d. d. and gave its consent to the Agreement and called upon the Management Board to reduce the
All investments except the one in the Etol shares are valuated according to the cost model. On the last day
Movement of short-term financial assets available-for-sale
( in EUR ) 2011 2010
Balance as at 1 January
56,698,549
-
Impairment of MELR
(3,397,229)
-
Impairment of PRB
(3,107,634)
-
Revaluation/impairment of other investments
(253)
-
Transfer from long-term financial investments
-
56,698,549
Changes in the year:
Divestments (167,032) Balance as at 31 December
50,026,401
-
56,698,549
12. Short–term granted loans
( in EUR ) 2011 2010
Short-term deposits
880,000
2,050,402
Short-term loans
15,667,888
16,227,613
Less revaluation adjustment
(15,442,150)
(16,027,277)
Total 1,105,738 2,250,738
Short-term granted loans comprised EUR 2011 million on 30 June 2011 and regard bank deposits. In 2011 the Group approved a loan worth EUR 1,833,608 to the subsidiary Jadranska pivovara – Split, d. d. to overcome liquidity problems and at the same time repaid a portion of the loan for which Pivovarna Laško, d. d. had given collaterol to banks which Jadranska pivovara had taken out. All net assets of the Delo Group in the amount of EUR 2011 million, Fructal Group in the amount of EUR 2,039,734 million and Jadranska pivovara, d. d.
LAŠKO GROUP
disclosed, the effect of which was reflected among financial expenses.
ANNUAL REPORT 2011
of 2010 an impairment review of all assets available-for-sale was made. An impairment of EUR 3,107,634 of Probanka shares worth on the the stock exchange value of the preference shares at EUR 9.9 per share was
193
in the amount of EUR 4.6 million are shown under the group available-for-sale due to the planned sale thereof in accordance with IFRS 2009. The value adjustment of short-term loans was implemented in this
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
manner since a great probability exists that the loans will not be repaid. The company has capital ties with
194
Pivovarna Laško, d. d., the latter of which was the 96.92 percent owner of Vital Mestinja as at 31 December 2010. with a conversion of loans granted in previous year. Short-term loans granted to other entities decreased by EUR 300,000 in 2011 while deposits at banks increased by EUR 1,170,402.
LAĹ KO GROUP
ANNUAL REPORT 2011
The interest rate for short-term loans in 2011 amounted to an average of 6%. The disclosed value of short-term loans reflects their fair value.
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
(25,000) (1,833,608) 2,900,000
225,000
16,278,015 (16,028,015) 1,833,608 (2,900,000)
-
Total
- (1,833,608) 2,900,000
8,378,000 (8,378,000) 1,833,608 (2,900,000)
7,900,015 (7,650,015) - - (25,000) - - 225,000
Other companies
Opening Closing balance of Adjustment of New balance of loans granted the opening loans Capital Repayments Impairments Reversal of loans granted 1 Jan 2011 balance in 2011 increase in 2011 in 2011 impairments 31 Dec 2011
Subsidiary companies
( in EUR )
Movement of short-term granted loans
195
13. Cash in banks, cheques and cash in hand
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Cash in banks
262,562
16,323
Cash in hand and received cheques
35,574
27,633
Cash in transit
41,714
52,844
Total 339,850 96,800
LAŠKO GROUP
ANNUAL REPORT 2011
14. Deferred costs and accrued revenues
( in EUR ) 2011 2010
Accrued revenues and deferred expenses
49,527
27,850
Total 49,527 27,850
15. Capital
The capital of Pivovarna Laško, d.d. comprises called-up capital, capital reserves, revenue reserves, retained profit or loss from previous years, surpluses from the revaluation of financial investments classified
196
into assets-for-sale and also not-yet distributed profit for the financial year. Share capital is shown as registered capital (capital from stakes or financial investment loans). Share capital is divided into called-up share capital and uncalled share capital. Uncalled share capital is a deduction from share capital. Called-up capital of the company Pivovarna Laško, d. d. is defined in the company Statute and amounts to EUR 36,503,304.96. It is divided inot 8,747,652 freely transferable registered nominal shares. Each share gives its owner a voting right at the annual General Meeting of Shareholders and to participate in profits. The nominal value of called-up capital amounted to EUR 36,503,304.96. In 2011 the denoted provisions decreased by the costs of amortisation in the amount of EUR 15,136,619. As at 31 December 2011, short-term liabilities increased by EUR 64,530,814 and amounted to EUR 195,951,579. Legal reserves in the amount of EUR 3,650,331, reserves for own shares in the amount of EUR 409,385 and own shares as a deduction item in the amount of EUR 8,319 were shown under reserves. Reserves for own shares decreased in 2011 due to a revaluation of EUR 4,156 due to the sale of 3,297 lots of PILR comprising EUR 52,587 which the subsidiary Pivovarna Union, d. d. sold to its employees. Pivovarna Laško, d. d. did not acquire any treasury shares in 2011. As at 31 December 2011 Pivovarna Laško, d. d. owned 755 lots of PILR shares, Radenska, d. d. 21,195 lots, Pivovarna Union, d .d. 2,131 lots and Fructal, d. d. 13,087 lots. Treasury shares were recalculated to the listed price on 31 December 2011 which comprised EUR 11.02 per share. The decline in the values of shares had an effect on decreasing the capital of individual companies in the financial statements. Pivovarna, d .d. as the parent company has formed reserves for own shares for the total value of shares owned by companies in the Laško Group. Reserves for own shares decreased by EUR 251,179 at the cost of other revenue reserves.
Legal reserves may only be used for covering losses.
ued to the fair value. Due to the recognition of a permanent impairment of MELR shares to their lower fair value, which was disclosed in profit or loss, the negative revaluation surplus formed in previous years in the amount of EUR 908,403 was fully reversed. The revaluation surplus from other long-term investments increased by EUR 1,121. Based on an appraisal by a certified appraiser of real estate, the Group revalued real estate on the last day of the year, the negative effect of which amounted to EUR 115,944. Capital increased by EUR 593,369 million due to transactions with the owners. The revaluation surplus for deferred tax already accounted for decreased by EUR 67,907.
Ownership structure as at 31 December 2011
Shareholder Position Stake in %
NLB, d. d.
1.
23.5119 %
Hypo Alpe-Adria-Bank AG
2.
7.0671 %
Kapitalska družba, d.d.
3.
7.0589 %
Probanka, d. d.
4.
7.0294 %
GB, d. d. Kranj
5.
6.2011 %
Skagen Kon-tiki Verdipapirfond
6.
5.7077 %
NFD 1, delniški podsklad
7.
5.0706 %
Abanka, d. d.
8.
3.2633 %
Banka Celje, d. d.
9.
2.8865 %
Banka Koper, d. d., Dvojezična firma: Banka
10.
2.6347 %
Infond Holding, d. d., - v stečaju
11.
2.3296 %
CPM, d. d.
12.
1.6224 %
D.S.U., d. o. o.
13.
1.5567 %
Infond, d. o. o., - PE Uravnoteženi vzajemni
14.
1.4097 %
Probanka upravljanje, d. o. o., - PE Vzajemni
15.
1.1295 %
Nova KBM, d. d.
16.
1.0022 %
Other minority shareholders
17.
20.5187 %
Total
100.0000 %
The book value of the shares of Pivovarna Laško, d. d. as at 31 December 2011 in accordance with IFRS totals EUR 12.50. The market value of the shares at the end of 2011 amounted to EUR 11.02, which exceeded the book value by 11.8%.
ANNUAL REPORT 2011
classified as investments available-for-sale. Initially, they are recognized at cost and are subsequently reval-
LAŠKO GROUP
estate at fair value. Long- and short-term financial investments of the Company, measured at fair value are
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
A revaluation surplus was created from revaluation effects of financial assets available-for-sale and real
197
16. Provisions for long–term accrued costs and deferred revenues
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
16. A. Provisions for severence pay and jubilee awards
( in EUR ) 2011 2010
Provisions for severence pay and jubilee awards
1,088,909
1,105,422
Total 1,088,909 1,105,422
Provisions are formed for foreseen severance payments and payments of jubilee awards for long-time service of employees on the balance sheet date, discounted by the current value. Provisions were formed for
LAŠKO GROUP
ANNUAL REPORT 2011
expected payments.
198
When calculating potential liabilities from severance pay the provisions of the Decree on tax treatment for the reimbursement of costs and other income from the employment relationship are also observed if the amount of compensation exceeds the amount defined in the Decree on tax treatment for the reimbursement of costs and other income from the employment relationship and the employer must also pay employee contributions in the amount of 16.1% for the surplus amount. Overview of additional assumptions:
• t he growth of average wages in the Republic of Slovenia is assumed to be 3.5% annually and represents the estimated long-term growth of wages;
• t he growth of severance payment amounts upon retirement and jubilee awards in the amount of 3.5% annually from the Decree on tax treatment for the reimbursement of costs and other income from the employment relationship is taken into account in the calculation;
• t he calculation of liabilities from severance payments is tied to the retirement service period of each individual employee. The selected discounted interest rate is 4.80% annually as the amount at the end of December 2010 amounted to a yield of 10-year company bonds with a high credit rating in the Euro zone. Movement of provisions for severance pay and jubilee awards
( in EUR )
Balance as at 1 January 2011
Retirement Jubilee severance pay awards Total
718,275
387,147
1,105,422
Increases
61,137
Decreases - utilisation
(4,235)
(36,384)
(40,619)
-
(37,031)
(37,031)
775,177
313,732
1,088,909
Decreases - reversals Balance as at 31 December 2011
- 61,137
Provisions for severance pay and jubilee awards decreased by actual retirements and payments of jubilee awards in the amount of EUR 40,619 in comparison with 2010, and by the amount of provisions for jubilee severance payments in the amount of EUR 61,137 due to changes in the employment structure and modified conditions of retirement.
16. B. Provisions for long–term accrued costs and deferred revenues
( in EUR ) 2011 2010
Long-term accrued costs and deferred revenues
132,488
135,620
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
awards in the amount of EUR 37,031. The provisions increased by the amount of additional provisions for
Total 332,488 1,344,963
The value of the net assets of the Fructal Group decreased by EUR 1.3 million on 31 December 2011, while those of the Delo Group and Jadranska pivovara, d. d. increased by EUR 1.0 million and EUR 0.6 million respectively. A value adjustment which was recognised among financial expenses was formed for the lien in
ANNUAL REPORT 2011
Provisions 200,000 1,209,343
an exemption for the contribution pension and disabled insurance for disabled persons over the defined quota, which can only be used for the purposes defined in Article 61 of the Vocational Rehabilitation and Employment of Disabled Persons Act – ZZRZI (investments into operating assets connected to the work of disabled persons, improvement of working conditions for disabled persons, maintenance and creation of
LAŠKO GROUP
2009. A portion of the long-term accrued costs and deferred revenues in the amount of EUR 132,488 regards
new job positions for disabled persons, etc.).
199 Movement of long-term accrued costs and deferred revenues Newly Balance Utilisation formed Stanje ( in EUR ) 1 Jan 2011 in 2011 Eliminated in 2011 31 Dec 2011
Long-term accrued costs and deferred revenues - over the disabled persons quota
135,620
59,890
-
56,758
132,488
- 1,009,343
-
200,000
Long-term accrued costs and deferred revenues - JP surety
1,209,343
Total
1,344,963 59,890 1,009,343 56,758 332,488
Long-term accrued costs and deferred revenues decreased by EUR 1,630,255 in 2011 due to the transfer of the current portion of liabilities from the surety to Jadranska pivovara to short-term accrued costs and deferred revenues and the increased exemption for disability pension insurance for disabled persons in the amount of EUR 59,890.
17. Long– term financial investments
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Long-term loans from banks
68,705,112
73,723,973
Long-term loans from other companies
37,465
-
Total 68,742,577 73,723,973 Transfer to short-term financial liabilities
(43,453,224)
(27,601,738)
Total 25,289,353 46,122,235
LAŠKO GROUP
ANNUAL REPORT 2011
Long-term financial liabilities regard long-term loans received from banks. In comparison to the previous
200
year, the value of long-term loans decreased by EUR 20,832,883 EUR. The interest rate for long-term loans in 2011 amounted to an average of 5.39%. The disclosed value of longterm loans reflects their fair value. Maturities of long-term financial liabilities
( in EUR ) 2011 2010
Maturities from 4 to 6 years
4,323,172
4,204,044
Maturities from 2 to 4 years
8,114,505
18,074,866
Maturities from 1 to 2 years
12,814,211
23,843,327
Short-term portion of long-term financial liabilities
43,453,224
27,601,736
Total 68,705,112 73,723,973
In 2011 DARS d.d. took out a loan in the amount of EUR 4,350,000 with the bank BIIS which was fully depleted in 668,861. In 2011 the amount of EUR 27,601,738 in long-term loans will fall due for payment, in 2012 EUR 12,814,211, in 2013 EUR 8,114,505, in 2014 EUR 4,323,172 and in 2015 EUR 4,204,044 EUR. Movement of short-term loans from banks (in EUR )
Principal Principal Portion of the loans Change to Repayment dolga maturing Long-term 1 Jan 2011 short-term in 2011 31 Dec 2011 in 2012 portion
Bank 1
2,500,000
Bank 2
5,010,000 4,350,000 660,000 - - -
Bank 3
-
11,153
Bank 4
66,202,820
Total - banks
73,723,973
- 2,500,000 1,607,143 892,857
- 8,861 2,292 2,292 -
4,350,000
-
- 66,202,820 41,843,789 24,359,031 668,861 68,705,112 43,453,224 25,251,888
Long-term financial liabilities to banks are insured through liens on securities, real estate and moveable assets, receivables and sureties given.
18. Short-term liabilities
Short-term liabilities to Group companies and trade liabilities
7,833,917
4,603,366
Other short-term trade liabilities
6,321,150
7,181,607
to employees
680,087
591,793
Short-term operating liabilities to others: to the State
5,783,249
4,396,447
Short-term liabilities for advances
197,777
116,620
Other short-term liabilities
361,110
358,117
Total 21,177,290 17,247,950
Kratkoročne poslovne obveznosti so se v primerjavi s preteklim letom povečale za Short-term operating receivables increased by EUR 3,929,340 compared to the previous year. Operating liabilities in the amount of EUR 14,155,067 million 66% higher due to increase trade payables and liabilities to the state (VAT and du-
ANNUAL REPORT 2011
( in EUR ) 2011 2010
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
18. A. Short–term operating liabilities
the increase in marketing costs by 24.8% or EUR 2011 million stood out while the costs of other services decreased somewhat. As at 30 June 2011 total liabilities of the Group amounted to EUR 4,265,565 million and represented 20.1% of total liabilities.
LAŠKO GROUP
ties). Liabilities to companies in the Group represented 55.3% of all trade payables. Among costs of services,
Liabilities to the State increased by EUR 1,386,803 in comparison the the previous year predominantly because of VAT and fees from increased sales in December 2011. Liabilities to employees which totalled EUR 680,087 did not essentially change in comparison with the previous year. Age structure of trade liabilities
( in EUR ) 2011 2010
Non-matured 8,952,248 6,733,372 Maturities of 1 to 30 days
1,333,446
3,106,555
Maturities of 31 to 60 days
1,683,566
1,880,185
Maturities of 61 to 90 days
1,495,007
30,968
Maturities of 91 to 180 days
655,404
57,886
Maturities of 181 to 360 days
-
-
Maturiites of over 361 days
35,396
(23,993)
Total 14,155,067 11,784,973
18. B. Short-term tax liabilities
As at 31 December 2011 the Company as on the last day of 2010 did not disclose any corporate income tax liabilities. The Company showed a surplus of tax revenues over expenses in the amount of EUR 22,482 in 2011. The Company showed a tax loss of EUR 651 in its 2011 tax return. Uncovered tax loss on the last day of 2011 amounted to EUR 4,473,067.
201
18. C. Short–term financial liabilities
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Short-term portion of long-term financial liabilities
43,453,224
27,601,737
Short-term financial liabilities for interest on loans
2,166,940
2,229,175
Short-term loans obtained from Group companies
42,449,526
41,245,435
Short-term loans obtained from banks
153,870,985
147,724,934
Other short-term financial liabilities
810,146
928,672
Total 242,750,821 219,729,953
LAŠKO GROUP
ANNUAL REPORT 2011
As at 31 December 2011 short-term financial liabilities amounted to EUR 242,750,821. Short-term loans taken out at banks amounted to EUR 197,324,209 and for the companies in the Group EUR 42,449,526. Movement of short-term loans from banks Short-term Debt balance New loans portion of Repayment Debt balance ( in EUR ) 1 Jan 2011 in 2011 long-term loans in 2011 31 Dec 2011
Bank 1 3,000,000 - 1,607,143 - 4,607,143 Bank 2
7,330,186 5,000,000
- 6,200,000 6,130,186
Bank 3 10,000,000 - - - 10,000,000 Bank 4
51,500,000
3,000,000
41,843,789
-
96,343,789
Bank 5 11,400,000 - - - 11,400,000
202
Bank 5 2,994,751 - - 3,952 2,990,799 Bank 6
- 4,350,000 - - 4,350,000
Bank 7 2,000,000 - - - 2,000,000 Bank 8 53,500,000 - - - 53,500,000 Bank 9
- - 2,292 - 2,292
Bank 10 6,000,000 - - - 6,000,000 Total - banks
147,724,937
12,350,000
43,453,224
6,203,952
197,324,209
The value of short-term financial liabilities on the last day of 2011 amounted to EUR 242,750,821 which had increased by EUR 23,020,865 compared to the previous year. Short-term loans from banks decreased by EUR 21,997,538 while short-term loans acquired from banks by the companies in the Group increased by EUR 1,204,091. The average interest rate for short-term loans from banks in 2011 comprised 5.68% and for short-term loans obtained by companies of the Laško Group by 6.2%. The disclosed value of short-term financial liabilities reflects their fair value. To insure the short-term loans the Group pledged 539,516 shares (80.83%) of Delo, d. d., 4,399,803 shares (86.92%) of Radenska, d. d., 440,295 shares (97.60%) of Pivovarna Union, d. d., 317,498 shares (8.43%) of Poslovni sistem Mercator, d. d., 213,115 shares (6.27%) of Probanka, d. d., Maribor, 645,003 shares (20.6%) of Thermana, d. d., Laško, 270,648 shares of Fructal, d. d. (48.67%), 293,126,554 shares of Zavarovalnica Triglav, d. d. and 1,271 shares of Telekom. A portion of the short-term loans are additionally insured with a mortgage and a lien on moveable assets and investment real estate. The book value of the pledged real estate, moveable assets and investment real estate as at 31 December 2011 comprised EUR 37,216,704. Short-term
loans of the Company are additionally insured through receivables whose value on 31 December 2010 was EUR 7,900,000 and a lien on the brand names of Pivovarna Laško, d. d. in the amount of EUR 50,000,000. moveable assets, investment real estate and receivables for insured short-term loans amounted to EUR 222,576,092 as at 31 December 2011. Short-term loans in the amount of 42,449,526 which the Company obtained from its subsidiaries are insured with bills of exchange.
19. Accrued costs and deferred revenues
( in EUR ) 2011 2010
6,138,742
Total 5,483,052 6,138,742
The liability regarding the surety for Jadranska pivovara in the amount of EUR 1,531,389 and liability from the surety for Nova kreditna banka Maribor in the amount of EUR 3,637,650 is shown among accrued costs and deferred revenues. Accrued costs and deferred revenues were reduced by the cashed in surety for the loan to Jadranska pivovara. Due to its poor financial position, Jadranska pivovara was unable to settle the matured loan instalments therefore Pivovarna Laško, d. d. settled the instalments in 2005, 2007 and 2008 on the basis of the signed surety.
ANNUAL REPORT 2011
5,483,052
LAŠKO GROUP
Short-term accrued costs and deferred revenues
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
The value of all unpaid short-term loans which were insured through shares, a mortgage, and liens on
The value of the surety for the loan to Jadranska pivovara – Split, d. d. at the end of 2009 amounted to EUR 5,110,524 and on the last day of 2011 EUR 1,531,389. The short-term portion of the surety shown among accrued costs and deferred revenues decreased by a payment in the amount of EUR 1,715,230 and increased by the short-term portion of the surety in the amount of EUR 1,209,343. The previous management board of Pivovarna Laško, d. d. pledged 345,304 shares of Radenska, d. d. for a loan in the amount of EUR 6,250,000 which had been taken out with the Nova kreditna banka Maribor by its controlling company at that time Center naložbe, d. d. Since Center naložbe, d. d. failed to repay the loan upon maturity the creditor Nova kreditna banka Maribor, d. d. based on the contract on the lien of securities, filed an application for execution. The Company filed an appeal against the writ of execution. In 2011, on the basis of a final judgment in a dispute between the plaintiff Nova Kreditna banka Maribor, d. d., as the lien creditor and defendant Pivovarna Laško, d. d., as the lien debtor, the Company reduced its investment in Radenska, d. d. by 345,304 shares, which the previous Management Board of Pivovarna Laško had pledged to the benefit of the company Center naložbe for its receipt of a loan from NKBM. The District Court in Maribor ruled in favour of the suing party. The decision became final on 8 December 2011. The creditor NKBM filed a motion for enforcement at the District Court in Celje on 22 December 2011 based on enforceable title (Article 17 of the Enforcement and Securing of Civil Claims Act), on the basis of which the Court issued an Order of Execution that same day. Enforcement had not yet been implemented by the date of confirmation of the financial statements on 6 April 2012 however due to the aforementioned facts, the Company transferred a portion of the investments in the amount of EUR 3,637,650 to assets available-for-sale. Due to the pledging of RARG shares, financial expenses had already been recognised in 2009 and accrued costs and deferred revenues formed in the identical amount. The Company also shows liabilities to employees for unused work hours performed and unpaid holiday leave among accrued costs and deferred revenues. In comparison to the previous year, the value of long-term loans decreased by EUR 55,625 EUR.
203
20. Analysis of revenues from sales and expenses
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
20. A. Analysis of revenues from sales by key products
( in EUR ) 2011 2010
Beer 71,539,206 73,197,493 Other beverages (water, sweet and fermented beverages)
1,507,797
821,735
Sales revenues from merchandise - Horeca distribution channel 19,065,985
16,211,970
Sales revenues from materials
642,159
238,749
Other 1,559,101 817,706 Total 94,314,248 91,287,653
LAĹ KO GROUP
ANNUAL REPORT 2011
204
Sales revenues decreased by 3.3% in comparison to the previous year. Revenues from the sale of products and services on the domestic market decreased by EUR 1,690,415 and on the foreign market, increased by EUR 1,246,837. Revenues from the sale of merchandise in the Horeca distribution channel also decreased, namely by EUR 2,854,015. The share of beer sales in total revenues from the sale of products and services comprises 95.9%, for sales of water 2% and for services 2.1%.
20. B. Analysis of revenues from sales by market
( in EUR ) 2011 2010
Sales revenues in Slovenia
82,178,049
81,014,449
Sales revenues in foreign markets
12,136,199
10,273,204
Total 94,314,248 91,287,653
Sales revenues on the domestic market decreased by EUR 9,432,557 in comparison to the previous year, while they increased by EUR 1,862,995 on the foreign market. The largest share of revenues is still achieved on the markets of the former Yugoslavia with the share of sales on EU markets increasing.
20. C. Other operating revenues
( in EUR ) 2011 2010
Revenues from the elimination of provisions
37,031
379,776
Other operating revenues
379,837
233,240
Operating revenues from revaluation of short-term assets
752,420
392,224
Operating revenues from revaluation of long-term assets
1,368,961
54,023
Total 2,538,249 1,059,263
Year 2011 ( in EUR )
Production Costs of costs of products Sales general and goods sold costs activities
Costs of merchandise soled (Horeca)
-
19,294,414
-
Total
19,294,414
Costs of materials, raw materials and merchandise
24,377,502 426,084 271,208 25,074,794
Cost of services
2,506,935
14,340,366
4,653,480
21,500,781
Depreciation
4,826,321 548,182 919,927 6,294,430
Labour costs
4,546,916 3,052,231 3,039,210 10,638,357
Operating expenses from revaluation of long-term assets
15,018
60,187
1,413,198
1,488,403
525
148,688
34,492
183,705
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
20. D. Analysis of costs by category
Costs of provisions Other costs Total
24,191
12,138
24,808
61,137
289,001
257,616
1,187,727
1,734,344
36,586,409 38,139,906 11,544,050 86,270,365
Revenue from compensation under the Agreement on the Performance of Contracts for 2009 in the amount of EUR 3,989,637, because a portion of compensation under the Agreement on the Performance of Contracts has already been charged and paid, but the service has not yet been performed. The acquisition value of merchandise sold increase by 19%, costs of raw materials and materials by 4.5% and energy costs
LAĹ KO GROUP
of short-term assets
ANNUAL REPORT 2011
Operating expenses from revaluation
by 13.1%. Costs of services increased by EUR 1,090,130 EUR or by 12.8%. 5.3%. Operating expenses from revaluations increased by EUR 1,694,713 predominantly due to the revaluation of real estate and investment property. Costs of amortisation in 2011 decreased in comparison to the previous year due to the aforementioned investments in previous years. 20. E. Costs by functional group Year 2011 ( in EUR )
Production Costs of costs of products Sales general and goods sold costs activities
Costs of merchandise soled (Horeca)
Total
-
19,294,414
-
19,294,414
24,377,502
426,084
271,208
25,074,794
14,340,366
4,653,480
21,500,781
Costs of materials, raw materials and merchandise Cost of services
2,506,935
Depreciation
4,806,321 548,182 919,927 6,274,430
Labour costs
4,546,916 3,052,231 3,039,210 10,638,357
Operating expenses from revaluation of long-term assets
15,018
60,187
1,433,213
1,508,418
Operating expenses from revaluation of short-term assets Costs of provisions Other costs Total
525
148,688
251,596
400,809
24,191
12,138
24,808
61,137
289,001
257,616
1,187,712
1,734,329
36,566,409 38,139,906 11,781,154 86,487,469
205
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
Year 2010 ( in EUR )
Production Costs of costs of products Sales general and goods sold costs activities
Total
Costs of merchandise soled (Horeca)
-
16,213,903
-
16,213,903
Costs of materials, raw materials and merchandise Cost of services
23,125,737
379,615
298,779
2,720,203
13,768,762
3,921,687
20,410,652
Depreciation
5,493,739 526,259 976,076 6,996,074
Labour costs
4,524,364 3,002,812 2,743,469 10,270,645
Operating expenses from revaluation of long-term assets
15,725
10,603
22,143
48,471
-
135,895
10,132
146,027
58,233
29,278
22,724
110,235
340,310
50,434
1,379,575
1,770,319
Operating expenses from
LAĹ KO GROUP
ANNUAL REPORT 2011
revaluation of short-term assets Costs of provisions Other costs Total
36,278,311 34,117,561 9,374,585 79,770,457
Production costs decreased by EUR 288,098 and costs of general activities by EUR 2,496,625. Selling costs increased by EUR 4,022,345. The costs of the audit performed by the company Deloitte revizija, d. o. o. for 2011 amounted to EUR 37,500.
206 2o. F. Other operating expenses
( in EUR ) 2011 2010
Taxes, other charges
11,420
41,298
Duties related to water and ecology
285,850
333,223
Compensation for land
139,261
138,336
Membership fees
37,989
32,066
Other costs (grants, executions)
420,988
327,273
Defaul interest
272,958
197,019
Expenses from impairment of investment property
124,751
657,926
Other operating expenses
441,128
43,177
Total 1,734,345 1,770,318
2o. G.) Short-term granted loans
( in EUR ) 2011 2010
Operating expenses from revaluation of short-term assets
217,104
Total 217,104
-
21. Net financial expenses
4,331,945
3,936,488
3,888,427
Financial revenues from loans granted
24,001
442,791
Financial revenues from operating receivables
20,701
727
Financial expenses without exchange rate differences
(31,073,148)
(22,944,703)
and write-offs of financial investments
(15,676,362)
(9,902,701)
Financial expenses from financial liabilities
(15,381,190)
(13,042,002)
Financial expenses from operating liabilities
(15,596)
-
Exchange rate differences from financing
39
(452)
Financial expenses from impairment
Negative exchange rate differences
-
(509)
Positive exchange rate differences
39
57
Net financial expenses
(27,091,919)
(18,613,210)
Financial expenses exceeded financial revenues by EUR 28,925,527. Financial expenses arising from financial liabilities amounted to EUR 15,381,190 and from impairment of financial investments EUR 17,509,970. T
ANNUAL REPORT 2011
3,981,190
LAŠKO GROUP
Financial revenues without exchange rate differences Financial revenues from profit participation
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Impairments of the following investments are shown among financial expenses: in Delo, d. d. in the amount of EUR 8,183,810 based on appraisals performed by a certified business valuator, shares of Poslovni system Mercator in the amount of EUR 4,305,632 on the basis of a revaluation to the fair market price, shares of Probanka d. d., Maribor in the amount of EUR 3,107,634 based on a revaluations of their stock value, a stake in the company Slopak in the amount of EUR 79,287 and the impairment of a loan given to the subsidiary Jadranska pivovara – Split, d. d. in the amount of EUR 1,833,608
21. A. Financial expenses from operating liabilities
( in EUR ) 2011 2010
Financial expenses from impairment and write-offs of financial investments
1,833,608
-
Net financial expenses
1,833,608
-
22. Corporate income tax
( in EUR ) 2011 2010
Deferred tax
(2,528,474)
(1,097,155)
Total (2,528,474) (1,097,155)
207
( in EUR ) 2011 2010
LAĹ KO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
Profit and loss before taxation
208
(18,423,464)
(7,389,415)
Revenue tax calculated according to a 20% tax rate
(3,684,693)
(1,477,883)
Adjustment of revenues to granted revenue tax level
(3,571,580)
(3,901,721)
Non-recognised tax expenses
18,684,561
11,313,618
Tax base I
(3,310,483)
22,482
Tax calculated according to the valid tax rate:
Change in tax base
112,394
137,209
Tax base II
(3,198,089)
159,691
Tax relief
-
(159,691)
Tax base III
(3,198,089)
-
Tax loss
(3,198,089)
-
Tax - -
Both investments were revalued in 2011 by EUR 3,198,089. Due to determined tax losses, no tax relief which could be brought forward to the next year were established. On the last day of 2011 the Company showed an uncovered tax loss of EUR 4,473,067 of which deferred tax receivables according to a 20% tax rate amounted to EUR 254,865 which will be accounted for in future years from taxable income. The authorities can examine the operations of a business and require the payment of additional tax as a result, along with past interest or penalties which have to do with the revenue tax or other taxes and contributions, anytime within five years of when the tax is levied. The Management Board of the Company is not aware of any circumstances which could represent significant liabilities under this heading.
23. Exchange rate differences
Exchange rate differences from operations and financing considered in the Income Statement are as follows: ( in EUR ) 2011 2010
Exchange rate differences from financing
39
(453)
Total
39 (453)
24. Cash flow from operations
Operating profit for the period
10,502,063
11,223,795
Adjustments for: Depreciation of property, plant and equipment and investment property
6,059,192
6,764,714
Depreciation of intangible fixed assets
235,238
231,360
Write-offs and revaluation of long-term assets
260,557
520,027
Write-offs and revaluation of short-term assets
561,870
146,027
Net movement in provisions
156,248
(1,937,886)
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
( in EUR ) 2011 2010
Changes in working capital Inventories and non-current assets available-for-sale
333,915
2,244,907
Operating and other receivables
(7,244,121)
975,658
Operating and other liabilities
2,064,312
(247,436)
(4,845,894) 2,973,129 12,929,274
19,921,166 LAĹ KO GROUP
Cash generated from operating activities
ANNUAL REPORT 2011
7,273,105 5,724,242
25. Dividends per share
( in EUR ) 2011 2010
Loss from the current year
(15,528,268)
(6,292,260)
Number of all issued ordinary shares
8,747,652
8,747,652
Number of treasury shares
755
755
Weighted number of issued ordinary shares
8,746,897
8,746,897
209
Net loss per share
(1.78)
(0.72)
Adjusted net loss per share
(1.78)
(0.72)
Net loss per share is calculated with the distribution of net revenue which belongs to the shareholders and with the weighted average number of shares which are on the market during the year, with the exception of the average number of own shares.
26. Comprehensive yield per share
LAĹ KO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Ĺ K O , D . D .
( in EUR ) 2011 2010
Comprehensive yield of majority owners
(14,802,595)
(5,134,628)
Number of all issued ordinary shares
8,747,652
8,747,652
Number of treasury shares
755
755
Weighted number of issued ordinary shares
8,746,897
8,746,897
Comprehensive yield per share
(1.69)
(0.59)
Adjusted comprehensive yield per share
(1.69)
(0.59)
27. Dividends per share
The Company did not pay out dividends in 2009 and 2010.
28. Financial risks
28. A. Credit risk
Credit risk comprises all risks having an effect on decreasing the economic benefits of the Group due to the insolvency of business partners (buyers) and non-fulfilment of contractual liabilities. For this reason, the Group regularly supervises and monitors financial receivables from both wholesalers and retailer customers.
210
The Company predominantly does business with known and verified business partners whose credit ratings it monitors concurrently. Based on the aforementioned a limit is defined for each partner representing the limit for goods that can be supplied to an individual buyer. Buyers displaying a markedly low credit rating are provided with goods only on on an advance payment basis. In this manner buyers are restricted from purchasing goods exceeding their payment capacities. Within the scope of credit risk management, the Company utilizes mutual and chain compensation which also have a positive effect on ensuring adequate cash flow for the Company. Accounts receivables are insured with traditional instruments for claim insurance, such as: bill, bank guarantee and mortgage. bill, bank guarantees and mortgages. The Finance Office monitors the receivables by business partner and maturity on a concurrent basis and through concurrent collection both internally via their own collection offices and via external agencies with a large portion of receivables collected prior to judicial enforcement. The charging of default interest, issuing of written reminders and in the end phase also implementation of judicial enforcement of matured receivables has resulted in improved payment discipline of buyers and limits the write-off of uncollectible receivables to a minimum. The Company did not record any significant write-offs of receivables due to non-payment in 2010. Credit risk is managed and represents a moderate degree of exposure.
28. B. Interest rate risk
Interest rate risks represent the possibility change in the interest rate on the financial market, mainly due to taking out long-term loans linked to a variable interest rate (EURIBOR). According to economic forecasts for the Euro area, a turnaround in the trend of projected growth of the reference rate can be expected. The current forecast is moving towards a reduction in the Euribor. Financing under variable interest rate conditions represents one third of all Company financing while the other two thirds represents loans with a fixed interest rate. The hedging of interest rates is undoubtedly a good idea in the case of long-term debt based on
variable interest rates; the Company’s loan principals fall due in the next three years. The Company achieved an agreement with bank creditors regarding a payment moratorium for all long-term credit instalments monitored as due to the high degree of indebtedness the Company will have to conclude an appropriate interest-rate hedge in the correct moment. The company’s exposure to interest rate risks is assessed as still high, but manageable. Average Amount interest Difference ( in EUR ) of interest rate in % in interest
Actual financial expenses from interest
15,381,190
5.83
-
18,019,473
6.83
2,638,283
12,742,907
4.83
(2,638,283)
19,338,615
7.33
3,957,425
11,423,765
4.33
(3,957,425)
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
and to extend the payment deadlines of all short-term loans till 30.03.12. Events on the financial market are
rate is lowered by 1% Expenses if the interest rate is raised by 1.5% Expenses if the interest rate is lowered by 1.5%
If the average interest rate increased by 1% expenses would increase by EUR 2,638,283, and for 1.5% by EUR 3,957,425.
LAŠKO GROUP
rate is raised by 1% Expenses if the interest
ANNUAL REPORT 2011
Expenses if the interest
If the average interest rate increased by 1% expenses would increase by EUR 2,638,283 EUR, and for 1.5% by EUR 5,910,337. EUR 3,957,425
28. C. Currency risk
Currency risk had a negligible impact on the Company’s operations in 2011 for the majority of transactions with foreign markets were denominated in euros.
28. D. Liquidity risk
On the last day of 2011 the Company disclosed a surplus of short-term liabilities over short-term assets in the amount of EUR 184,201,830 representing a considerable liquidity risk. In accordance with the adopted five-year strategy of operations for the Laško Group, procedures for the sale of all non-strategic investments began to be intensively implemented in 2010. Procedures for the sale of a 93.73% stake in Fructal, d. d., 79.25% stake in the newspaper company Večer, d. d., 100% stake in the company Delo, d. d., 23.34% stake in Poslovni sistem Mercator, d. d., and all other investments and property not required for business commenced in 2011. The procedure of sale of the company Fructal, d. d. which was 93.73 % owned by Pivovarna Union, d. d. to the strategic partner Nectar from Serbia was successfully implemented in December 2011. The purchase price was EUR 35,300,000. The procedure for the sale of a 23.34% stake in the company Poslovni sistem Mercator which was intensively carried out in 2011 was not successfully concluded; however the sale of the stake will continue in 2012. Procedures for the sale of all other non-strategic investments and assets not required for business will
211
also continue. In the event of successfully concluded divestments, the Group will immensely decrease its indebtedness and consequently its exposure to liquidity risk. Nevertheless, uncertainty remains regarding 4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
the successful divestment of financial investments and unnecessary assets. The consolidated financial statements include the financial statements of the parent company Pivovarna Laško, d. d. and its subsidiaries in which the parent company possesses a majority stake and controlling influence. Therefore the payment of dividends by the subsidiaries is envisaged in the financial restructuring plan. In this way the parent company would partially improve its liquidity position and business result. The increase in sustainable sources would enable the maintenance and increase of value of the assets or its owners. Until the successfully implemented sale of individual investments, the Company will experience serious liquidity problems which it will only be able to successfully resolve through agreements with banks (with the latter acting as creditors or as important owners of the Company). The only solution for the liquidity position of the Company in the event of the unsuccessful sale of the assets is the acquisition of new sustainable
LAŠKO GROUP
ANNUAL REPORT 2011
sources (capital increase). Discussions with banks regarding the possibilities of a comprehensive reprogramming of debt in the long-term are being carried out within the scope of strategic measures involving financial restructuring Discussions with regard to the reprogramming of debt are being implemented daily whereas discussions regarding the acquisition of new sustainable sources have not yet taken place. The changes are described on page 132 of this Annual Report. It is calculated as a ratio between the total value of capital and number of shares: ( in EUR ) 2011 2010
Financial liabilities
268,040,173
265,852,191
Cash and cash equivalents
339,850
96,800
Net financial liabilities
267,700,323
265,755,391
212 Capital 109,571,175 124,168,014 Gearing ratio (in %)
244.32
214.03
From the gearing ratio, it is apparent that the Company is over-indebted.
28. E. Cash flow risk
Cash flow risk is reflected in risk regarding the fair values of assets. Risk can be managed using derivative financial instruments. The Company did not insure against fair value risks in 2011 therefore the risks defined in the table below exist. Difference - effect Fair value Difference - effect on revaluation Difference - effect as at on the value surplus/ on deferred ( in EUR ) 31 Dec 2011 of investments profit or loss tax liabilities
Balance as at 31 Dec 2011
46,672,206
-
-
-
Increase in price by 20%
56,006,647
9,334,441
7,467,553
1,866,888
Decrease in price by 20%
37,337,765
(9,334,441)
(7,467,553)
(1,866,888)
Increase in price by 5%
49,005,816
2,333,610
1,866,888
466,722
Decrease in price by 5%
44,338,596
(2,333,610)
(1,866,888)
(466,722)
The calculation of risks pertains to a long-term financial investment into Mercator Poslovni Sistem, which represent 99.9% of the value of financial assets intended for sale, which are evaluated according to their
The Company breaks down the measurement of financial assets (categorised in accordance with IAS 39) in the statement of financial position according to the following levels:
• Level 1: fair values are derived from market prices (excluding adjustments) on active securities markets, • Level 2: fair values directly or indirectly derived from other sources on the market which can be monitored, other than market prices in active markets for securities and
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
fair value.
• Level 3: fair values resulting from valuation techniques based on the sources that that can not be moni-
( in EUR ) 2011 2010
Level 1
46,672,206
50,069,435
Level 2
3,056,893
6,164,527
Total 49,729,099 56,233,962
LAŠKO GROUP
Financial assets available-for-sale at fair value as at 31 December
ANNUAL REPORT 2011
tored on markets.
29. Discontinued operations
213 Due to the termination of operations of the company Jadranska pivovara – Split, d. d., in accordance with IFRS 5, Pivovarna Laško, d. d., disclosed the effets thereof from discontinued operations. A loss of EUR 1,683,990 is shown from discontinued operations which relates to a revaluation adjustment of receivables in the amount of EUR 217,104, an impairment of loans in the amount of EUR 1,833,608 and the creation of long-term deferred tax assets from the impairment of loans in the amount of EUR 366,722.
30. Contingent liabilities
Contingent liabilities regard guarantees or sureties granted in the amount of EUR 15,819,000. Sureties in the amount of EUR 8,900,000 were granted to subsidiaries for loans taken out at banks while EUR 2,000,000 with affiliates. The subsidiary Radenska, d. d. was given a surety in the amount of EUR 5,900,000 EUR and the subsidiary Pivovarna Union, d. d. a surety in the amount of EUR 3,000,000. A guarantee in the amount of EUR 310,000 was given to the Customs Administration for liabilities arising from excise duties. A contingent liability for Pivovarna Laško, d. d. also arises from the patronage statement signed by the former management of the Company on 31 December 2008 to Perutnina Ptuj, d. d. The patronage statement was not disclosed in the Annual Report for 2008 due to the former Management Board’s failure to disclose it. On 20 November 2009 Perutnina Ptuj, d. d. demanded a refund of EUR 11,600,120 from Pivovarno Laško. The denoted amount regards a loan taken out on the basis of a signed patronage statement by Perutnina Ptuj, d. d. and approved by the companies Center naložbe, d. d. and Infond Holding, d. d. Pivovarna Laško, d. d. with the aid of legal experts is examine the claim and desires to establish the likelihood of having to return the demanded amount. It has obtained a number of legal opinions for this purpose. Based on the legal opinions obtained the management of the Company estimates that no obligation to pay the demanded amount exists
for Pivovarna Laško, d. d. therefore the Company did not disclose the said liability in its accounting ledgers. On 15 February 2011 Pivovarna Laško, d. d. received a lawsuit in connection to the patronage statement from 4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
the District Court in Celje which Mr. Boško Šrot as the Director of the Company supposedly signed on 10 January 2009. In the lawsuit, the plaintiff Perutnina Ptuj, d. d. is demanding a payment of EUR 10,116,489 with the legally prescribed default interest from 1 January 2010 onwards until payment. Pivovarna Laško, d. d. has filed an appeal against the lawsuit in court. Lawsuit due to alleged violation of takeover legislation (Mercator)
Pivovarna Union, d. d. together with the other defendants (Pivovarna Laško, d. d., Radenska, d. d. and Infond Holding, d. d. currently undergoing bankruptcy) received a demand for payment of various damage claims (totalling EUR 408,218.05) from 28 plaintiffs due to the supposed violation of takeover legislation, supposed reconciliation of operations and supposed attainment of the takeover threshold from individual shareholders. The court called a hearing on 9 November 2011 in the matter case ref. no. V Pg 1490/2010
LAŠKO GROUP
ANNUAL REPORT 2011
thereby concluding the main hearing. With its judgement of 30 November 2011 the court rejected all claims of the plaintiff as unfounded and ordered the plaintiffs to cover the costs of the procedure. The judgment is not yet final. According to the court, the denoted procedure was a draft procedure although following an examination of the extract, it was determined that the court had not issued a decision on the execution of a draft procedure. The plaintiffs began withdrawing their lawsuit following the issue of the judgement. Twenty-four plaintiffs have withdrawn from the lawsuit to date. Based on the withdrawal of the lawsuit, the court will halt the procedure through a decision and order the plaintiffs to pay the legal costs thereof. Lawsuit against Era Good
On 1 January 2012 the Group received a lawsuit from the plaintiff Era Good, d. o. o. against the defendants Pivovarna Laško, d. d., Pivovarna Union, d. d., and Radenska, d. d. regarding payment of compensation in the total amount of EUR 958,356.00 (Pivovarna Laško EUR 509,749.55, Pivovarna Union EUR 348,458.24, Radenska EUR 100,148.21) together with default interest. The defendant in its lawsuit asserts that the rebate
214
policy such as the one established by the Laško Group constitutes an abuse of its dominant position under Prevention of the Restriction of Competition Act (ZPOmK-2), that it is discriminatory. The rebate policy of the Laško Group placed the defendant at a competitive disadvantage, causing damage to the defendant. In this matter, the court issued a decision ordering the plaintiff and defendant to file a preparatory form by 14 May 2012 at the latest in which they should indicate all relevant arguments and submit all evidence. The Group feels the lawsuit to be without basis and unfounded.
31. Business mergers
No business mergers were implemented in 2011.
32. Receipts of management and employees according to individual contracts
The Company is managed by the Management and Supervisory Boards whose gross earnings are shown in the tables below: ( in EUR ) 2011 2010
MANAGEMENT BOARD Fixed part of receipts
520,304
272,000
Other receipts (benefits)
10,717
3,204
Total
531,021
275,204
Other Management Fixed part receipts and other Total
MANAGEMENT BOARD IN 2011 (while a member of the Management Board) Dušan Zorko
192,000
Gorazd Lukman
120,000 47,043 80,000
(from 5 Aug. 2011 onwards) Robert Šega (until 31 March 2011)
Matej Oset (from 5 Aug. 2011 onwards)
382
-
192,382
6,089
-
126,089
3,193
-
50,236
-
-
80,000
48,261
-
-
48,261
30,000
1,053
-
31,053
Mirjam Hočevar (from 1 May 2011 onwards) Marjeta Zevnik
Total
517,304 10,717
- 528,021
Based on his resignation statement of 14 March 2011, the mandate of the Supervisory Board member responsible for finance Robert Šegi ended on 31 March 2011. Mirjam Hočevar was appointed new member of
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
of receipts (benefits) contracts
ANNUAL REPORT 2011
( in EUR )
Dušan Zorko, MSc at the Supervisory Board Session of 31 March 2011 on 1 April 2011 for a mandate period until 30 August 2015. The Supervisory Board of Pivovarna Laško, d. d., at the recommendation of the Chairman of the Manage-
LAŠKO GROUP
the Supervisory Board responsible upon the recommendation of the Chairman of the Management Board
ment Board Dušan Zorko, MSc appointed the additional members of the Management Board on 5 August 2011, namely: Marjeta Zevnik – member of the Management Board, responsible for legal, human resources and general affairs and Matej Oset – member of the Management Board, responsible for the production and technical sector, both for a mandate period from 5 August 2011 to 30 August 2015. The appointment of additional members to the Management Board is based on an amendment of the Statue approved at the 17th regular General Meeting of Shareholders on 24 June 2011, which now enables the appointment of a maximum five-member Management Board. Earnings received by employees on the basis of individual contracts in 2011 are shown in the tables below: ( in EUR ) 2011 2010
INDIVIDUAL CONTRACTS Fixed part of receipts Other receipts (benefits)
1,087,376 33,400
1,104,839 27,470
Total 1,120,776 1,132,309
In 2011 the members of the Supervisory Board of Pivovarna Laško, d. d., received session fees in the total amount of EUR 73,526 in accordance with Article 30 of the Statute and the decision of the last General Meeting of Shareholders.
215
( in EUR ) 2011 2010
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
SUPERVISORY BOARD Marjan Mačkošek
9,048
4,845
Vladimir Malenković
13,865
4,080
Peter Groznik
10,170
3,018
Bojan Košak
7,320
3,762
Andrej Kebe
8,652
4,270
Aleksander Svetelšek
4,000
1,351
Anton Turnšek
4,582
1,881
Bojan Cizej
5,552
-
Dragica Čepin
2,838
-
Borut Jamnik
3,763
-
Borut Bratina
3,736
-
Total 73,526 23,207
( in EUR ) 2011 2010
LAŠKO GROUP
AUDIT COMMITTEE OF THE SUPERVISORY BOARD
216
Marko Koleša
539
1,012
Peter Groznik
698
349
Bojan Košak
495
990
Marjan Mačkošek
-
528
Total 1,732 2,879
33. Transactions with related parties
33. A. Sales to associates
( in EUR ) 2011 2010
Radenska, d. d. Radenci
972,404
844,359
Vital Mestinje, d. o. o.
816
799
Union Group
11,762,662
11,958,601
Delo Group
2,880
2,832
Jadranska pivovara - Split, d. d.
49,373
616,066
Total - subsidiary companies
12,788,135
13,422,657
Total - associated and other affiliated companies
708,232
51,494,356
Total 13,496,367 64,917,013
33. B. Purchases from associates
2,994,119
2,473,348
Vital Mestinje, d. o. o.
252,729
232,055
Union Group
20,803,297
19,051,647
Delo Group
31,131
27,341
Jadranska pivovara - Split, d. d.
715,276
245,320
Laško Grupa, d. o. o., Sarajevo
163,020
100,986
Laško Grupa, d. o. o., Zagreb
867,426
-
Total - subsidiary companies
25,826,998
22,130,697
Total - associated and other affiliated companies
429,573
2,310,140
Total 26,256,571 24,440,837
The data are shown at gross value with value added tax included in the amounts. Purchases from associ-
ANNUAL REPORT 2011
Radenska, d. d. Radenci
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
LAŠKO GROUP
ates apply predominantly to purchases of merchandise from the Horeca distribution channel.
217
Open items from sales/purchases from associates
ANNUAL REPORT 2011
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Operating receivables from Group companies Radenska, d. d. Radenci
134,504
154,101
Vital Mestinje, d. o. o.
42
108
Union Group
1,242,011
1,207,018
Delo Group
2,880
2,832
Jadranska pivovara - Split, d. d.
2,590,857
2,541,484
Laško Grupa, d. o. o., Zagreb
38,916
-
(2,590,857)
(2,373,753)
Total - subsidiary companies
1,418,353
1,531,790
Total - associated and other affiliated companies
165,552
6,585,915
Popravek vrednosti terjatev, Jadranska pivovara - Split, d. d.
Total 1,583,905 8,117,705 Receivables from interest of the Laško Group
LAŠKO GROUP
Jadranska pivovara - Split, d. d.
523,048
523,048
Value adjustment of receivables of Jadranska pivovara - Split, d. d. (523,048)
(523,048)
Total - subsidiary companies
-
-
393,761
417,378
Operating liabilities to Group companies
218
Radenska, d. d. Radenci Vital Mestinje, d. o. o.
118
21,954
Union Group
7,415,762
4,153,308
Delo Group
-
1,835
Jadranska pivovara - Split, d. d.
13,489
-
Laško Grupa, d. o. o., Sarajevo
10,787
8,892
Total - subsidiary companies
7,833,917
4,603,367
Total - associated and other affiliated companies
2,148
633,748
Total 7,836,065 5,237,115
33. C. Loans obtained from associates
( in EUR ) 2011 2010
Radenska, d. d., Radenci
33,100,000
33,100,000
Union Group
9,300,000
8,100,000
Firma Del, d. o. o., Laško
49,526
45,435
Total 42,449,526 41,245,435
Liabilities from long-term loans received increased by EUR 1,204,091 million in 2011 from the loan to Pivo-
Interest liabilities from loans obtained from Radenska, d. d. as at 31 December 2011 amounted to EUR 177,108 and from the company Pivovarna Union, d. d. EUR 48,182.
33. D. Loans granted to associates
( in EUR ) 2011 2010
Subsidiary companies Jadranska pivovara - Split, d. d. (long-term loan)
8,820,150
8,378,000
Jadranski pivovari - Split, d. d.
(8,820,150)
(8,378,000)
Total - subsidiary companies
-
-
1,699,613
1,699,613
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
varna Uniond, d. d. and by EUR 1,200,000 from the transfer of interest from the loan of Firma Del, d. o. o.
Center naložbe, d. d., Maribor
5,900,000
5,900,000
Value adjusted of loans granted
(7,599,613)
(7,599,613)
Total - other affiliated companies
-
-
LAŠKO GROUP
Other affiliated companies Infond Holding, d. d., Maribor
ANNUAL REPORT 2011
Value adjustment of loans granted to
Total - -
219 The Company approved a short-term loan of EUR 1,833,608 to the subsidiary Jadranska pivovara – Split, d. d. for the payment of severance pay and to overcome liquidity problems. Due to the signed surety of 2009, the Group has paid the matured instalments of the loan of Jadranska pivovara, d. d. in the amount of EUR 1,715,229. Revaluation adjustments in the amount of EUR 1,833,608 were implemented for the loans which had a negative impact on the current business result. 33. E. Financial revenues
( in EUR ) 2011 2010
Subsidiary companies Radenska, d. d., Radenci
1,139,689
1,139,644
Union Group
44,331
-
Jadranska pivovara - Split, d. d.
-
415,575
Total 1,184,020 1,555,219
33. F. Financial expenses
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
( in EUR ) 2011 2010
Subsidiary companies Radenska, d. d., Radenci
2,085,300
1,843,095
Union Group
527,458
464,405
Delo, d. d., Ljubljana - impairments
8,183,810
6,501,966
Jadranska pivovara - Split, d. d. - impairment of loans and interest 1,833,608
1,779,670
Total 12,630,176 10,589,136
LAŠKO GROUP
ANNUAL REPORT 2011
33. G. Sureties granted to associates
( in EUR ) 2011 2010
Subsidiary companies Jadranska pivovara - Split, d. d. (for bank loans) Fructal, d. d., Ajdovščina (662,624 RARG shares - for bank loans)
1,531,389
3,246,619
-
6,957,552
Radenska, d. d., Radenci (for bank loans)
5,900,000
7,850,000
Pivovarna Union, d. d., Ljubljana (for bank loans)
3,000,000
8,747,490
Total 10,431,389 26,801,661 Value adjustment of the surety in Jadranska pivovara - Split, d. d. (1,531,389)
(3,246,619)
Total - subsidiary companies
8,900,000
23,555,042
Birra Peja, a. d., Peć
2,000,000
2,000,000
Center naložbe, d. d., Maribor
-
3,625,692
Value adjustment of the surety
-
(3,625,692)
Total - other affiliated companies
2,000,000
2,000,000
220
Other affiliated companies
Total 10,900,000 25,555,042
As at 31 December 2011 the amount of sureties given to associates totalled EUR 8,900,000, representing a decrease of EUR 14,655,042 over the previous year. 34. Business events following the end of the fiscal year
Business events following the end of the fiscal year in Pivovarna, d. d. are described on pages 130 to 132 of the Business Report of the Annual Report, Chapter 2.15. No business events which could have an effect on the financial statements occurred following the end of the fiscal year. The Annual General Meeting of Shareholders of Pivovarna Laško, d. d. was held on 30 January 2012 and NLB as the largest owner and Banka Celje due to the decision of the Securities Market Agency were unable to exercise their voting rights). The General also adopted a resolution that approves the management contract which has concluded on 27 December 2011 between Pivovarna Laško, d. d. Laško, d. d. as the parent
company and Pivovarna Union, d. d. as the subsidiary and the management contract, which was concluded on 27 December 2011 between Pivovarna Laško, d. d. Laško, d. d. as the parent company and Radenska, d. d., Radenci also gave their consent to the individual management contracts on 31 January 2012. The management contracts have linked Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci from actual an actual group into a contractual group.
4.1.9 STATEMENT OF THE MANAGEMENT The Management Board of the company Pivovarna Laško, d. d. is responsible for the preparation of the annual report of the Company as well as the financial statements, in a manner providing the public with a fair
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
Radenci as a subsidiary. The General Meetings of Shareholders of Pivovarna Union, d. d. and Radenska, d. d.,
presentation of the financial position and the results of operations of the Company in accordance with the In-
• t hat the financial statements have been prepared under the assumption that Pivovarna Laško, d. d. is a going concern;
• t hat appropriate accounting policies were consistently applied and that any changes thereof have been disclosed;
• t hat the accounting estimates have been prepared in a fair and diligent manner and are in accordance
LAŠKO GROUP
The Management Board of Pivovarna Laško, d .d. confirms the Business Report and Financial Statements with explanatory notes for the year ended 31 December 2011 and declares:
ANNUAL REPORT 2011
ternational Financial Reporting Standards adopted by the European Union and the Companies Act for 2011.
with the principle of prudence and good management.
221 The Management Board is responsible for the implementation of measures to ensure the maintenance of the value of the assets of the Company and for the prevention and detection of fraud and other irregularities.
Laško, 6 April 2012
Dušan Zorko, MSc Chairman of the Management Board
Marjeta Zevnik Member of the Management Board
Mirjam Hočevar Member of the Management Board
Gorazd Lukman Member of the Management Board
Matej Oset Member of the Management Board
222 LAŠKO GROUP
ANNUAL REPORT 2011
3 . S U S TA I N A B L E D E V E LO P M E N T
223
LAŠKO GROUP
ANNUAL REPORT 2011
3 . S U S TA I N A B L E D E V E LO P M E N T
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
4.2
224
Audited Consolidated Financial Statements of the Laško Group for the 2011 Fiscal Year in accordance with IFRS
4.2.1 CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION OF THE
Note 2011 2010
ASSETS 321,093,374
265,643,825
Intangible fixed assets
Non-current assets 1
87,017,785
66,016,523
Property, plant and equipment
2
180,695,007
153,632,750
Investment property
3
9,117,703
4,656,484
Non-current financial assets in subsidiaries
4.A
364,803
207,148
Financial assets available-for-sale
4.B
1,239,563
718,449
4.C
-
317,148
Long-term loans
5
11,079,110
10,444,245
Long-term receivables
6
877,146
717,347
7,18.C
30,702,257
28,933,731
deferred and accrued costs and revenues
248,064,577
370,997,307
8,960,939
286,684,408
Long-term financial investments in associated companies
Long-term deferred tax receivables
ANNUAL REPORT 2011
( in EUR )
4. FINANCIAL REPORT LAŠKO GROUP
LAŠKO GROUP AS AT 31 DECEMBER 2011
Non-current assets available-for-sale
8
Inventories
9 22,079,914 21,376,855
Short-term operating receivables
10.A
46,730,029
30,660,793
Short-term receivables for excess tax paid
10.B
407,636
1,595,596
Financial assets available-for-sale
12.A
143,271,798
24,554,570
Short-term loans
11
5,110,497
4,733,715
Cash in banks, cheques and cash in hand
13
21,503,764
1,391,370
Short-term accured and deferred costs and revenues
14
525,338
210,569
Total short-term assets
248,589,915
371,207,876
TOTAL ASSETS
569,683,289
636,851,701
LAŠKO GROUP
Short-term assets excluding short-term
225
4.2.1 CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION OF THE LAŠKO GROUP AS AT 31 DECEMBER 2011
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
(continued) ( in EUR )
Note 2011 2010
CAPITAL 125,473,457 131,889,003 Minority capital
16
7,647,527
9,557,633
Majority capital
15
117,825,930
122,331,370
Share capital
36,503,305
36,503,305
Capital reserves
78,908,924
78,908,924
Profit reserves
3,650,331
3,650,330
Revaluation surplus
10,907,339
42,217,836
Net profit from previous years
15,504,846
110,742
Net profit/loss
(27,669,598)
(25,574,602)
Revaluation reserves
20,783
(13,485,165)
LAŠKO GROUP
LIABILITIES 444,209,832 504,962,698 Provisions and long-term accrued costs and deferred revenues
17
7,068,763
4,805,958
Provisions for severance pay and jubilee awards
17.A
4,785,771
2,788,161
Long-term accrued costs and deferred revenues
17.B
2,282,992
2,017,797
18
40,536,520
84,263,898
Long-term financial liabilities
18.A
40,532,009
84,263,898
Long-term operating liabilities
18.B
4,511
-
19
388,171,257
411,167,663
8
-
67,250,490
19.A
36,777,184
30,636,500
226 Long-term liabilities
Short-term liabilities Liabilities of the group for disposal Short-term operating liabilities Short-term tax liabilities
19.B
2,963,742
-
Short-term financial liabilities
19.C
348,430,331
313,280,673
20
8,433,292
4,725,179
Total short-term liabilities
396,604,549
415,892,842
TOTAL LIABILITIES
569,683,289
636,851,701
Short-term accrued costs and deferred revenues
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of the Laško Group.
4.2.2 CONSOLIDATED INCOME STATEMENT OF THE LAŠKO GROUP FOR THE PERIOD
Retained operating profit Net sales revenue
21
264,737,273
250,319,305
and work in progress
21
467,270
(2,081,674)
Capitalised own products and services
21
197,804
23,108
Other operating revenues
21
5,498,458
2,987,775
Costs of goods, materials and services
21
(168,051,199)
(152,962,129)
Labour costs
21
(49,303,255)
(48,993,729)
21
(19,585,979)
(20,968,032)
Prevrednotovalni poslovni odhodki
Changes in inventories of products
Depreciation of intangible fixed assets and property, plant and equipment
(11,820,395)
(8,993,597)
Long-term provisions
21
(298,655)
(537,108)
Other operating expenses
21
(5,918,214)
(6,335,617)
OPERATING PROFIT
15,923,108
12,458,302
Financial revenues
22
9,548,495
2,178,402
Financial expenses
22
(49,705,487)
(25,963,027)
Share of profit/loss in associated companies
23
-
4,112,331
OPERATING PROFIT BEFORE TAXES
(24,233,884)
(7,213,992)
Taxes
24 3,432,744 2,819,947
NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT
30
(20,801,140)
(4,394,045)
Generated operating profit - Jadranska pivovarna Split
(3,610,790)
(4,926,041)
Generated operating profit - Fructal
(3,094,368)
(16,498,719)
(6,705,158)
(21,424,760)
(27,506,298)
(25,818,805)
NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM GENERATED OPERATING PROFIT TOTAL NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD
ANNUAL REPORT 2011
Note 2011 2010
LAŠKO GROUP
( in EUR )
4. FINANCIAL REPORT LAŠKO GROUP
1 JANUARY – 31 DECEMBER 2011
227
4.2.2 CONSOLIDATED INCOME STATEMENT OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
(continued) ( in EUR )
Note 2011 2010
Minority owners’ share of net profit/loss
163,300
244,203
Majority owners’ share of net profit/loss
(27,669,598)
(25,574,602)
Net profit/loss per share
(3.18)
(2.94)
Adjusted net profit/loss per share
(3.18)
(2.94)
Net profit/loss per share
0.02
(0.03)
Adjusted net profit/loss per share
0.02
(0.03)
Net profit/loss per share
(0.77)
(2.46)
Adjusted net profit/loss per share
(0.77)
(2.46)
Net profit/loss per share
(2.39)
(0.50)
Adjusted net profit/loss per share
(2.39)
(0.50)
Total net profit/loss per share of the majority owners’ share
Total net profit/loss per share of the minority owners’ share
LAŠKO GROUP
Net profit/loss per share from operations
228
Net profit/loss per share from retained operating profit
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of the Laško Group.
4.2.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE LAŠKO GRO-
(27,506,298)
(25,818,805)
Revaluation reserve from associated companies
-
69,307
Financial assets available-for-sale
(1,521,580)
(3,207,490)
Profit/loss from property revaluation
6,226,259
489,484
Deferred taxes from revaluation
(461,873)
132,347
Deferred taxes from revaluation - associated companies
-
(2,442,531)
15,882,356
-
OTHER COMPREHENSIVE INCOME
Other comprehensive income - capitalisation method Mercator (transfer to IPI) Final consolidation FRAG
1,335,234
-
OTHER COMPREHENSIVE INCOME
21,460,396
(4,958,883)
TOTAL COMPREHENSIVE INCOME
(6,045,902)
(30,777,688)
Other comprehensive income
21,460,396
(4,958,882)
Minority owners’ share
(1,812,706)
(247,540)
Majority owners’ share
23,273,102
(4,711,342)
Total comprehensive income
(6,045,902)
(30,777,688)
Minority owners’ share
(1,649,406)
(491,743)
Majority owners’ share
(4,396,496)
(30,285,945)
(0.50)
(3.48)
(0.50)
(3.48)
Total comprehensive income of majority owners’ share per share Adjusted total comprehensive income of majority owners’ share per share
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of the Laško Group.
ANNUAL REPORT 2011
Net profit/loss for the accounting period
LAŠKO GROUP
( in EUR ) 2011 2010
4. FINANCIAL REPORT LAŠKO GROUP
UP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
229
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
Net profit for the financial year
-
-
Final consolidation FRAG
-
-
-
-
- capital method Mercator (transfer to IPI)
Other comprehensive income
method Mercator (revaluation of PPE)
Other comprehensive income - capital
of comprehensive income
Taxes related to individual items
financial investments
Revaluation surplus from
plant and equipment
Revaluation surplus from property,
-
-
-
Change in comprehensive income
Total transactions with owners
-
-
-
Payment of dividends
Other changes
-
-
-
-
-
-
-
-
-
-
-
Increase in own shares (stakes)
-
36,503,305 78,908,924
Fixed assets available-for-sale
Transactions with owners
as at 1 January 2011
OPENING BALANCE
-
-
-
-
-
-
-
-
-
-
-
-
3,650,331
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
344,800
251,179
-
154,041
(60,420)
812,304 (812,304)
-
-
-
- - 3,189,158
-
-
-
-
-
-
-
-
-
(395,105)
(1,514,872)
6,108,231
-
-
-
-
-
-
-
-
4,185,142 13,554,472 (1,853,924)
344,800
251,179
-
154,041
(60,420)
122,331,370
131,881
103,095
(64,835)
154,041
(60,420)
6,226,259
-
(461,873)
(522,024)
- 17,739,614
-
(66,768)
(6,708) (1,521,580)
118,028
163,300 (27,506,298)
(212,919)
(148,084)
(64,835)
-
-
9,557,633 131,889,003
1,335,234 (1,857,258)
17,739,614
-
(395,105)
(1,514,872)
6,108,231
- (27,669,598)
-
-
-
-
-
42,217,835 (13,485,165)
- (37,976,794)
-
-
-
- (27,669,598)
-
-
-
-
-
110,742 (25,574,602)
- 37,976,794
-
-
-
-
344,800
251,179
-
154,041
(60,420)
3,650,331
Reserves Net Total Total Share Capital Legal for treasury Treasury Total profit profit from Net Revaluation Revaluation majority Minority TOTAL ( in EUR ) capital reserves reserves shares shares reserves previous years profit surplus reserves capital capital CAPITAL
4.2.4 CONSOLIDATED STATEMENT OF CHANGES IN OWNER’S EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
230
3,650,331
-
-
-
-
-
-
3,650,331 15,504,846 (27,669,598)
25,574,602
- (344,800) (25,771,848)
- -
-
-
(136,826)
-
- (154,041) -
(60,420)
- (190,759)
LAŠKO GROUP
ANNUAL REPORT 2011
-
(453,744)
(48,524)
(154,041)
20,783 117,825,930
(48,524)
(48,524)
(251,179)
-
(501,525)
(96,305)
(154,041)
(251,179)
-
7,647,527 125,473,457
(47,781)
(47,781)
-
-
-
(4,396,496) (1,649,406) (6,045,902)
4. FINANCIAL REPORT LAŠKO GROUP
10,907,339
136,826
136,826
-
-
-
- (25,574,602)
-
25,574,602
- 41,165,952 (27,669,598) (31,447,322) 13,554,472
-
467,504 (467,504)
(344,800)
-
(154,041)
(190,759)
-
-
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of Laško Group.
as at 31 December 2011
-
-
-
-
-
-
36,503,305 78,908,924
-
Total change in capital
CLOSING BALANCE
-
-
for treasury shares (stakes)
-
-
-
Other
Utilisation of reserves
for treasury shares (stakes)
Creation of reserves
pursuant to a General meeting decision
Allocation of remaining portion of net profit
Change in capital
income in 2011
Total change in comprehensive
Reserves Net Total Total Share Capital Legal for treasury Treasury Total profit profit from Net Revaluation Revaluation majority Minority TOTAL ( in EUR ) capital reserves reserves shares shares reserves previous years profit surplus reserves capital capital CAPITAL
4.2.4 CONSOLIDATED STATEMENT OF CHANGES IN OWNER’S EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
231
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
Net profit for the financial year
method Mercator (revaluation of PPE)
Other comprehensive income - capital
-
-
-
items of comprehensive income
-
-
-
-
Conversion reserves
Taxes related to individual
financial investments - MELR
Revaluation surplus from
from investment property
Revaluation surplus
property, plant and equipment
Revaluation surplus from
intangible fixed assets
Revaluation surplus from
-
-
-
Change in comprehensive income
Total transactions with owners
-
-
-
Increase/decrease in capital
Other changes
-
-
-
-
-
-
-
-
-
-
-
-
Divestment of own shares (stakes)
-
36,503,305 78,908,924
Payment of dividends
Transactions with owners
as at 1 January 2011
OPENING BALANCE
-
-
-
-
-
-
-
-
-
-
-
-
-
3,650,331
-
-
-
-
-
-
-
-
(52,587)
-
-
-
(52,587)
-
-
-
-
-
-
-
-
550,896
498,309
-
-
52,587
1,363,200 (1,363,200)
-
-
-
-
-
-
-
-
498,309
498,309
-
-
-
3,650,331
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- (25,574,602)
-
-
-
-
-
- - -
498,309
498,309
-
-
-
152,617,314
69,307
-
-
-
-
-
(2,442,531)
69,307
145,648
(3,015,100)
-
531,334
-
- (25,574,602)
-
-
4,212,870 (6,655,401)
-
145,648
(3,015,100)
-
531,334
-
-
-
-
-
-
-
40,453,825 (6,899,071)
-
570,619
498,309
147,422
(75,112)
258
583,130
(93,903)
69,307
132,347
- (2,442,531)
-
(13,301)
(192,390) (3,207,490)
258
51,796
(93,903)
(244,204) (25,818,806)
72,310
-
147,422
(75,112)
-
9,977,067 162,594,381
Reserves Net Total Total Share Capital Legal for treasury Treasury Total profit profit from Net Revaluation Revaluation majority Minority TOTAL ( in EUR ) capital reserves reserves shares shares reserves previous years profit surplus reserves capital capital CAPITAL
4.2.5 CONSOLIDATED STATEMENT OF CHANGES IN OWNER’S EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2010
232
36,503,305 78,908,924
3,650,331
-
-
-
-
LAŠKO GROUP
-
-
110,742 (25,574,602)
110,742
3,650,331
110,742
-
- - (498,309)
-
- (25,574,602) -
-
- (498,309)
-
812,304 (812,304)
(498,309)
-
(498,309)
-
ANNUAL REPORT 2011
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of the Laško Group.
as at 31 December 2010
CLOSING BALANCE
-
Total change in capital
-
-
-
Other
-
-
-
Creation of reserves for own shares (stakes) -
Change in capital
income in 2010
Total change in comprehensive
-
-
-
122,331,370
(498,309)
-
(498,309)
4. FINANCIAL REPORT LAŠKO GROUP
42,217,835 (13,485,165)
(110,742)
(110,742)
-
1,874,752 (6,586,094) (30,285,944)
(498,309)
-
(498,309)
9,557,633 131,889,003
-
-
-
(491,744) (30,777,688)
Reserves Net Total Total Share Capital Legal for treasury Treasury Total profit profit from Net Revaluation Conversion majority minority TOTAL ( in EUR ) capital reserves reserves shares shares reserves previous years profit surplus reserves capital capital CAPITAL
4.2.5 CONSOLIDATED STATEMENT OF CHANGES IN OWNER’S EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2010
233
4.2.6 CONSOLIDATED STATEMENT OF CASH FLOWS OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR )
Note 2011 2010
CASH FLOWS FROM OPERATING ACTIVITIES 25
32,797,639
54,712,234
Tax expenditures
Cash generated from operations
699,747
-
Interest paid
709,316
(1,005,670)
Net cash generated from operations
34,206,702
53,706,564
(286,000)
-
(10,255,894)
(10,964,743)
CASH FLOWS FROM INVESTING ACTIVITIES
ANNUAL REPORT 2011
Acquisition of subsidiary companies, net expenditures 31 Purchase of property, plant and equipment
2
Profit/loss from divestment of property, plant and equipment
2
119,014
65,533
Purchase of intangible fixed assets
1
(816,716)
(527,742)
4.B,11
6,154,364
1,067,114
30
35,300,000
-
Acquisition/sale of financial assets available-for-sale
LAŠKO GROUP
Sale of non-current assets and liabilities available-for-sale Interest received
22
759,304
1,718,756
dividends and capital gains
22
7,411,835
616,102
Net cash generated from investing activities
38,385,907
(8,024,980)
234 CASH FLOWS FROM FINANCING ACTIVITIES Interest paid
22
(23,094,295)
(22,074,537)
Acquisition of own shares
15
90,616
52,587
Decrease in capital
-
(132,705)
18.19
(30,129,819)
(22,333,754)
15
(65,069)
(75,112)
Net cash flow from financing activities
(53,198,567)
(44,563,521)
IN CASH AND CASH EQUIVALENTS
19,394,043
1,118,063
Cash and cash equivalents at the beginning of the year
2,109,721
991,658
Cash and cash equivalents at the end of the year
21,503,764
2,109,721
Increase/decrease in borrowings Dividends paid to owners
NET INCREASE/DECREASE
The explanatory notes and policies on pages 235 to 305 are a constituent part of the Financial Statements of the Laško Group.
4.2.7 ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS GENERAL INFORMATION
publishing activity. Pivovarna Laško, d. d. (Company) is the parent company of the Laško Group with its headquarters in Slovenia: Trubarjeva ulica 28, 3270 Laško, Slovenia. The Group’s ordinary shares are quoted on the Ljubljana Stock Exchange under the designation “PILR”. The Group’s share capital totals EUR 36,503,304.96 representing 8,747,652 ordinary freely negotiable regis-
4. FINANCIAL REPORT LAŠKO GROUP
The main activities of the Laško Group (Group) are: production of beer, mineral and spring waters, soft drinks and syrups for the production of beverages, distilled spirits, wholesale service and the newspaper
The consolidated financial statements were approved by the Company’s Management Board on 6 April 2011.
ACCOUNTING GUIDELINES
1. Basis for preparation of the report
The same accounting policies were applied in 2011 as in the preceding years. These obligatory consolidated financial statements have been prepared for the purpose of adhering to
LAŠKO GROUP
The Group operates on the basis of a going-concern.
ANNUAL REPORT 2011
tered no-par-value shares No limitations on the payment of dividends and other equity payments exist.
legislative requirements. In accordance with law the Company must ensure the independent audit of the financial statements. The audit is limited to the audit of mandatory financial statements for general use thereby fulfilling the legal requirement o fan audit of obligatory financial statements. The audit treats the obligatory financial statements as a whole and does not offer assurance regarding individual types of items, accounts or transactions. Audited financial statements are not intended for use by any party for the purposes of decision-making regarding ownership, financing and any other concrete transactions connected to the Company. Correspondingly, users of the obligatory financial statements may not rely exclusively on the financial statements and must carry out other suitable procedure prior to making decisions. The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union. a) Standards and interpretations currently in force
The following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are currently valid:
• Amendments to IAS 24 “Related party disclosures” - Simplification of the disclosure requirements for government-related entities and clarification of the definition of a related party, adopted by the EU on 19 July 2010 (effective for annual periods beginning on or after 1 January 2011);
•A mendments to IAS 32 “Financial Instruments: presentation” – Accounting for the issue of shareholder rights, adopted by the EU on 23 December 2009 (effective for annual periods beginning on or after 1 February 2010);
•A mendments to IFRS 1 “First-time Adoption of international financial reporting standards”- Limited exemption from comparative IFRS 7 disclosures for first-time adopters, adopted by the EU on 30 June 2010 (effective for annual periods beginning on or after 1 July 2010);
235
•A mendments to various standards and interpretations “Improvements to IFRS (2010)” resulting from the annual improvement project for IFRS published on 6 May 2010 (IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34, IFRIC 13) primarily to remove inconsistencies and clarify wording, adopted by the EU on 18 4. FINANCIAL REPORT LAŠKO GROUP
February 2011 (most amendments are to be applied for annual periods beginning on or after 1 January 2011, depending on the standard/interpretation);
•A mendments to IFRIC 14 “IAS 19 – limit on a defined benefit asset, minimum funding requirements and their interaction” - Prepayments of a minimum funding requirement, adopted by the EU on 19 July 2010 (effective for annual periods beginning on or after 1 January 2011);
• I FRIC 19 “Extinguishing financial liabilities with equity instruments”, adopted by the EU on 23 July 2010 (effective for annual periods beginning on or after 1 July 2010).
ANNUAL REPORT 2011
The adopted amendments of existing standards did not affect the Company’s accounting policies. b) Standards and interpretations issued by the IASB and adopted by the EU, but not yet effective
On the day of approval of these financial statements the following standards, revisions and interpreta-
tions adopted by the EU have been issued, but are not yet effective:
•A mendments to IFRS 7 “Financial Instruments: disclosures” - Transfers of financial assets, adopted by
LAŠKO GROUP
the EU on 22 November 2011 (effective for annual periods beginning on or after 1 July 2011).
236
The Company opted not to adopt these standards, amendments and interpretations before they enter into force. The Company estimates that the use of these standards, amendments and interpretations will not have a significant impact on the Company’s financial statements during the period of initial application. c) Standards and interpretations issued by the IASB, but not yet adopted by the EU
Currently the IFRS as adopted by the European Union do not essentially differ from regulations adopted by the IASB with the exception of the following standards and interpretations which were not confirmed for use on 6 April 2012:
• I FRS 9 “Financial Instruments” (effective for annual periods beginning on or after 1 January 2013); • I FRS 10 “Consolidated Financial Statements” (effective for annual periods beginning on or after 1 January 2013);
• I FRS 11 “Joint Arrangements” (effective for annual periods beginning on or after 1 January 2013); • I FRS 12 “Disclosures of Interests in Other Entities” (effective for annual periods beginning on or after 1 January 2013);
• I FRS 13 “Fair Value Measurement” (effective for annual periods beginning on or after 1 January 2013); • I AS 27 (amended in 2011) “Separate Financial Statements” (effective for annual periods beginning on or after 1 July 2013);
• I AS 28 (amended in 2011) “Investments in Associates and Joint Ventures (effective for annual periods beginning on or after 1 January 2013);
•A mendments to IFRS 1 “First-time Adoption of International Financial Reporting Standards” - High hyperinflation and the removal of agreed on dates for first-time users of IFRS (effective for annual periods beginning on or after 1 July 2011);
•A mendments to IFRS 7 “Financial Instruments: Disclosures”- Set-off of financial assets and liabilities (effective for annual periods beginning on or after 1 January 2013);
datory date of establishment and disclosure of revenues.
•A mendments to IAS 1 “Presentation of Financial Statements” - Presentations of items of other comprehensive income (effective for annual periods beginning on or after 1 July 2012);
•A mendments to IAS 12 “Income Tax - Deferred Tax”: Recovery of Underlying Assets” (effective for annual periods beginning on or after 1 July 2012);
4. FINANCIAL REPORT LAŠKO GROUP
•A mendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: disclosures” - Man-
•A mendments to IAS 19 “Employee Benefits”- Improvement of the accounting treatment of post-employ-
(effective for annual periods beginning on or after 1 January 2014);
• I FRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” (effective for annual periods beginning on or after 1 January 2013). The Company estimates that the adoption of these standards, amendments and interpretations will not have a significant impact on the Company’s financial statements during the period of initial application. At the same time, the accounting for protection against risks connected to the portfolio of financial assets
LAŠKO GROUP
•A mendments to IAS 32 “Financial Instruments: Presentation”- Set-off of financial assets and liabilities
ANNUAL REPORT 2011
ment earnings (effective for annual periods beginning on or after 1 January 2013);
and liabilities, the principles of which the EU has not yet adopted, still remains unregulated.
237 The Company assesses that the accounting of risk hedging connected to the portfolio of financial assets and liabilities to be in accordance with the requirements of IAS 39: “Financial instruments: recognition and measurement” will not have a significant impact on the Company’s financial statements if used on the date of the statement of financial position.
2. Consolidation
Subsidiary companies in which the Group’s indirect or direct equity is larger than half of voting rights or can in any other way influence operation are considered consolidated. They are consolidated in the Group’s statements from the day when the Group took over their controlling interest, and their consolidation ends when the Group has no controlling interest in them anymore. All transactions and receivables and liabilities among the Group’s companies are eliminated for the purpose of consolidation. Impairments of the longterm investments in Delo, d. d. and Fructal, d. d. to the agreed contractual values have also been eliminated. Their reduction to the assessed value is reflected in the consolidation as a weakening of the brands which had enjoyed brand recognition upon acquisition. Impairment of dividends received from subsidiaries was also eliminated. For the purpose of ensuring consistent and correct data for the needs of the Group’s consolidation and financial reporting, accounting policies needed to be harmonized with the controlling company’s policies. The Group uses the purchase method for the accounting of takeovers. The acquisition cost of the takeover is assessed as the fair value of assets and capital instruments given and assumed liabilities on the day of transaction, together with the expenses directly attributable to the takeover. Assumed assets, liabilities and conditional liabilities attaching to a takeover are initially recorded at the fair value on the day of the takeo-
ver, irrespective of the size of the minority interest. A surplus of the acquisition price over the fair value of the Group’s interest in net assets of an acquired undertaking is recorded as positive goodwill. If the carrying amount of the investment exceeds the net value of the subsidiary’s assets, the difference is recognised 4. FINANCIAL REPORT LAŠKO GROUP
through profit or loss as an impairment loss. The Group treats transactions with minority holders the same as transactions with external partners. Profits and losses of minority holders are disclosed in the Group’s income statement.
3. Composition of affiliates
The interrelated group of companies in which the company Pivovarna Laško, d. d., holds its financial
ANNUAL REPORT 2011
investments is composed of the following companies: Value of Percentage total capital Profit/loss Company name Company activity Country participation in EUR in 2011 in EUR
ODVISNE DRUŽBE Vital Mestinje, d. o. o.
Beverage production
Slovenia
96.920%
3,366,215
8,428
Radenska, d. d., Radenci
Beverage production
Slovenia
93.813% 79,736,226
3,052,843
Slovenia
97.895% 94,261,537
7,316,434
LAŠKO GROUP
Skupina Union
238
Beverage and beer production
Skupina Delo
Newspaper and publishing
Slovenia
Beer production
Slovenia
Jadranska pivovara - Split, d. d.
Beer production
Croatia
99.459%
Laško Grupa, d. o. o., Sarajevo
Trade intermediary
BiH
100.000%
14,588
23,525
Laško Grupa, d. o. o., Zagreb
Trade intermediary
Croatia
100.000%
14,650
5,716
Firma Del, d. o. o., Laško
80.834% 17,480,363 (1,528,898) 100.000%
51,723
1,273
4,542,877 (3,731,895)
Pivovarna Laško, d. d., Trubarjeva 28, Laško, draws up the consolidated annual report for the parent company and for subsidiaries in the Laško Group. Due to their material irrelevance, the following companies are not included in the consolidation: Firma Del, d. o. o., Laško, Laško Grupa, d. o. o., Sarajevo, Radenska Miral, d. o. o., Radenci, Radenska, d. o. o., Zagreb and Radenska, d. o. o., Belgrade. 4. Recognition of revenues
Revenues are recognised on the basis of the sale of products, services and merchandise and takeovers of these on the part of customers (exclusive of VAT and excise duties), foreseen reclamations, rebates and discounts. Sales revenues are recognised when a significant portion of the risk and benefits of ownership of the goods is transferred from the seller to the buyer. Group revenues are a sum of the revenue of individual companies included in the Group. Revenues obtained within the group of companies are excluded from group revenues. Other revenues realised are recognised on the following basis:
• I nterest revenues – are recognised upon their arising unless a doubt exists that they will be collected, whereby the amount is written off for the replacement value. Interest revenues from that point on are recognised on the basis of interest rates serving as a discontinuation of future cash flows
•R evenues from dividends are recognised when the Company becomes entitled to receive dividend payments.
5. Investments into subsidiaries
A consolidated subsidiary company is a company where the controlling company has the controlling capi-
Investments into subsidiaries are assessed at their original historical costs in individual financial statements. Revenues from profit sharing are acknowledged as revenue from financing, when they are paid or when the General Meeting approves a preposition on profit sharing and payment of the dividend. Investments are impaired whenever their replaceable values are lower than their book values. Losses attributed to impairments are immediately recognised in the income statement.
4. FINANCIAL REPORT LAŠKO GROUP
tal share or controlling influence due to any other reason and which enters the group for which joint financial statements are prepared.
Associated companies are companies in which the company has between 20% and 50% of the voting rights, and where it has a significant impact on business, but they are not controlled. Financial investments in associated companies are valued at cost, but must be reviewed each year, and may not exist if the circumstances indicate the need for impairment. To this end, valuations are carried out of investments in associated companies authorized by the business appraisers. If the estimated value of an investments is lower than cost,
ANNUAL REPORT 2011
6. Investments in affiliates
Investments in associated companies are calculated according to the capital method. Associated companies are companies in which the company has between 20% and 50% of the voting rights, and where it has a significant impact on business, but they are not controlled. The financial investment in the associated company is calculated according to the capital method in accordance with IAS 28 from the date it became an associated company. According to the capital method a financial investment is first carried at cost with the book value increasing or decreasing to reflect the investor’s share in the company’s profit or loss in which the investor has a significant influence which occurs following the date on which the financial investment was implemented. The amount obtained from the distribution of the net profit of the company in which the investor has a significant influence decreases the book value of the financial investment. A recalculation of the book value is also required if the investor’s proportionate equity stake changes, however, these changes are not shown in the income statement. Such changes also include those resulting from a revaluation of tangible fixed assets and financial investments, exchange rate differences and recalculation of the differences arising following the business merger. Upon the acquisition of a financial investment, the associated company calculates each difference between the costs of the financial investment and the investor’s share in the net fair values of the identifiable assets, debts and contingency liabilities in accordance with IFRS 3 – Business Mergers. Goodwill connected to the associated company is included in the book value of the financial investment. Amortization of this goodwill is not allowed and is therefore not included when establishing the investor’s share in the profits or losses of the associated company. Each surplus of the investor’s share in the net fair values of the identifiable assets, debts and contingency liabilities of the associated company over the costs of the financial investment is excluded from the book value of the financial investment and instead included as a revenue upon the established investor’s share in the net profits or losses of the associated company for the period in which the financial investment was acquired.
LAŠKO GROUP
the difference is recognized as a financial expense and has a demonstrable impact on the level of income.
239
4. FINANCIAL REPORT LAŠKO GROUP
Total Profit/ Percentage value of loss ( in EUR ) Company activity Country participation capital in 2011
SUBSIDIARY COMPANIES Thermana, d. d., Laško
spa, hotel and
Slovenia
20.63% 28,719,105
201,439
similar accomodation
facilities Birra Peja, Sh. a., Peć
beer and beverage production
Slopak, d. o. o., Ljubljana
Kosovo
39.55% 2,835,643 (726,236)
packaging waste
management Slovenia 29.22% 670,525 (496,095)
LAŠKO GROUP
ANNUAL REPORT 2011
As at 31 December 2011 the Group showed the equity investment into the company Birra Peja, Sh. a., Peć, Kosovo, investment into the company Thermana, d. d., Laško and investment into the company Slopak, d. o. o., Ljubljana among long-term financial investments. The Group’s ownership stake in the associated company Birra Peja, Sh. a., Peæ, Kosovo on the last day of 2011 comprised 39.55%, the stake in the company Slopak 29.22% and the stake in Thermana 20.63%.
7. Currency of reporting
a) Functional and reporting currency
The items disclosed in the financial statements of individual companies of the Group are nominated in the currency of the primary environment - the country in which an individual company operates (this is the
240
so-called “functional currency”). The consolidated financial statements are disclosed in euros, which is the functional and presentation currency of the controlling company (Pivovarna Laško, d. d.). b) Transactions and balances
Foreign currency transactions are converted into the reporting currency using the exchange rate valid on the day of the transaction. Profits and losses arising from these transactions and in the conversion of cash and liabilities, denominated in a foreign currency, are recognised in the Income Statement. Exchange rate differences arising from debt securities and other financial instruments are recognised at fair value and are included in the profit or loss of transactions with foreign currencies. Exchange rate differences in non-monetary items such as securities kept for trading are shown as a portion of the increase or decrease of fair value. Currency differences in securities available-for-sale are included in the revaluation reserves on equity. c) Companies in the Group
Income statements and cash flow statements of subsidiary companies abroad are converted into the reporting currency of the controlling company on the basis of the average foreign currency rate, and balance sheets are converted into the reporting currency with the use of the exchange rate valid at 31 December. If a company is sold abroad, the currency differences realized at the sale are recognized in the profit or loss statement as a part of the profit/loss of the sale.
8. Intangible fixed assets
Intangible fixed assets comprise investments in the acquisition of patents, licenses, brand names, good-
the Company and if its cost can be reliably measured. Pivovarna Laško, d. d. uses the cost model (IAS 38.74), thus intangible assets are carried at cost less any amortisation and impairment losses and collective loss due to impairment. b) Goodwill
Goodwill represents a surplus in the cost of an acquired company over the fair value of the net asset share
4. FINANCIAL REPORT LAŠKO GROUP
will, intangible fixed assets under development, computer software and other intangible fixed assets (IAS 38). An intangible fixed asset is only recognised as an asset if it is likely that future economic benefits will flow to
of the acquired company on the day of the acquisition. Goodwill arising upon the acquisition of subsidiary ured at the initial value decreased by cumulated impairments on an annual basis. Profits or losses at the sale of a company include the current value of positive goodwill referring to the company sold. A test of the impairment of the goodwill of the investment in the Union Group was made on 31 December 2011 which showed that the value thereof had not changed from the previous year. a) Patents, brand names and licenses
ANNUAL REPORT 2011
companies is recognized in intangible fixed assets. Goodwill is checked, tested for impairments and meas-
the straight-line method during their “useful periods of life” (amortisation period). If the useful period of life cannot be determined, such assets are not depreciated and only a test of impairment is performed on an annual basis.
LAŠKO GROUP
Disbursements for the purchase of patents, brand names and licenses are capitalised and amortised using
If a revaluation is required, the value of intangible fixed assets must be estimated and written-off up to the amount of their replacement values. The life span of brands cannot be determined therefore an impairment test was performed. Based on the appraisal performed by the certified business appraiser on 31 December 2011, an impairment of the brands of Delo, d. d. in the amount of EUR 3,619,545 was made. As a result of the successfully concluded sale of the company Fructal, d. d., Ajdovščina, the consolidated income statement shows an impairment of the brands of the aforementioned company in the amount of EUR 5,272,016. The useful period for other intangible assets ranges from 3 to 10 years. c) Other intangible assets
Whenever computer software is not considered a constituent part of the appropriate computer hardware, they are treated as intangible assets. Other intangible assets are shown at cost less any amortisation and impairment losses and collective losses due to impairment. The useful period for other intangible assets is 10 years.
9. Financial assets
The Group classifies its investments into the following categories: financial assets at fair value through profit or loss, loans and receivables, financial investments held-to-maturity and financial assets available-forsale. The classification depends on the purpose for which the investment was acquired. a) Financial assets at fair value through profit or loss
This category is divided into two sub-categories: financial assets for trade and assets determined by fair value through profit or loss upon recognition. Investments obtained for the purpose of generating profit from short-term (less than one year) fluctuations in price are classified as available-for-trade and fall under
241
short-term assets. These assets are measured at fair value; realised/unrealized profit and loss arising from changes in fair value are included in the income statement for the period in which they arose. The Group
4. FINANCIAL REPORT LAĹ KO GROUP
did not possess any investments within the scope of this category in 2011. b) Loans and receivables
Loans and receivables are non-derivative financial assets with unchangeable or determinable payments which are not traded on the active market. They are included under short-term assets, except those with maturities exceeding 12 months following the balance sheet date. In this case, they are classified among longterm assets. Loans and receivables are shown in the balance sheet under operating and other receivables according to paid values while observing the effective interest rate. c) Held-to-maturity financial investments
Investments with fixed maturities which the Management Board of the Company intends to retain to ma-
ANNUAL REPORT 2011
turity are classified as investments held to maturity and are classified among long-term assets. The Group did not possess any investments within the scope of this category in the current period. d) Financial assets available-for-sale
Financial assets available-for-sale are those non-implemented financial assets marked as available-for-sale or those not classified in any other category. They are also valued according to their fair values, if their fair value can be ascertained. In the event the investment is subject to trade on the securities market, then the
LAĹ KO GROUP
fair value is deemed as the market price. The fair value of a particular investment may also be valuated. Valuations are carried out by accredited business appraisers, who are registered at the Slovenian Institute of Auditors. Revaluation effects on the new fair value either increase or decrease the value of equity - revaluation surplus. Effects of impairment of financial assets increase financial expenses and have an effect on profit or loss. Those financial assets for which the fair value cannot be established are valued at cost.
242 The Group assesses whether there is objective evidence that a financial asset or group of financial assets is impaired on each balance sheet date. In the event of the sale of financial assets available-for-sale, the characteristic of long-term reduction in their fair values below cost is considered an indicator of an impairment of shares. If such evidence exists for financial asset available for sale, the cumulative loss measured as a difference between cost and the current fair value shown as an impairment loss in the income statement - is removed from capital or comprehensive income and shown in the income statement. Reversals of impairments shown in the income statement cannot be performed for capital instruments.
10. Derivative financial instruments
Derivatives are those instruments which are used for protection against exposure to financial risks. They are used as a tool to protect against a change in the fair value or cash flow of a risk-exposed protected item. As a subject of trade, it represents an independent financial instrument exposed to risk. Initially, they are recognized at cost and are subsequently revalued to the fair value. Profit or loss from the revalued derivative for the protection of the fair value against risk is recognized in profit and loss. Revaluation of a financial instrument which is used for cash flow protection is recognized directly in equity when the protection is successful, while the unsuccessful part of the profit or loss from the instrument for the protection against risk is recognized in the income statement. The Group uses derivative financial instruments to hedge against interest rate exposure. Integrated derivatives must be separated from the host contract and accounted for as a derivative only if the economic features and risks of the integrated derivative are not closely connected with the economic features and risks of the
host contract, if a special instrument with the same provisions as the integrated derivatives is sufficient for the determination of the derivative, and if a complex instrument is measured at the fair value through the
11. Tangible fixed assets
Tangible fixed assets include real estate, equipment and piece inventory. Since 2008 real estate has been valued using the revaluation model. Prior to this period they were valued at cost. Equipment and piece inventory are carried at cost less any amortisation and impairment losses. Amortisation is calculated according to the straight-line method. The expected functional useful lives of
4. FINANCIAL REPORT LAĹ KO GROUP
income statement.
real estate
20 - 40 years;
plant and machinery
4 - 10 years;
computer hardware
2 - 4 years;
motor vehicles
4 - 8 years;
other equipment
3 - 7 years.
ANNUAL REPORT 2011
individual asset groups comprise:
are also not amortised until they are available for use. Since the book value of assets is greater than the estimated recoverable amount, assets must be revalued to the estimated recoverable amount (impairment) – IAS 36. The recoverable value of the asset is the larger
LAĹ KO GROUP
Land is not amortised for it is considered as having an unlimited life. Similarly, assets under acquisition
of the following: its fair value decreased by sale expenses, or its value in use.
243 Profits and losses arising from the disposal of land, buildings and equipment are determined on the basis of their book values and have an effect on profit and loss. Returnable packaging (drums, bottles and crates) are shown among tangible fixed assets while observing a useful life of 3 or 5 years. Costs of financial liabilities for financing investments in tangible fixed assets are capitalized during the period the investment is being prepared for use. Subsequent costs are included in the book value of the asset or are recognised as a special assets, which is only suitable if the future economic benefits connected to this asset will be observed in the Group and if the costs of such an asset can be reliably measured. The book value of spare parts is not disclosed separately. The costs of all other repair and maintenance work are included in the Income Statement in the period they occur.
12. Investment property
Investment property is property (land and buildings, parts of buildings or both) owned by the Group or under financial lease for the purpose of earning rent or increasing the value of the property. Investment property is not used for production or the sale of goods or services, for administrative purposes or for regular operations. Investment property is land or buildings, acquired the appreciation of long-term investments or leased out and not for sale in the near future. Investment property is only recognised as an asset if it is likely that future economic benefits will flow to the company and if its cost can be reliably measured.
In 2008 the Group changed from using the cost method to using the fair value model for measuring investment property. When preparing the annual financial statements a test for signs of impairment and need for revaluation is conducted each year. Bearing in mind the modified valuation policy on the fair value 4. FINANCIAL REPORT LAŠKO GROUP
model, the revaluation effects (impairments and enhancements) are reflected in the profit and loss account.
13. Impairment of non-financial assets
Assets which have a limited functional life are not amortized and are tested annually for impairment. Assets which are amortised are tested for impairment whenever events or circumstances reflect impairment in an asset. Losses due to impairment are recognised for the surplus of the book value amount over the asset’s replacement value. The replacement value is higher for fair value assets less costs of sales and value upon
LAŠKO GROUP
ANNUAL REPORT 2011
use. For the purpose of establishing impairment, assets are broken down into their smallest unit for which cash flows can be defined, independently from other units (cash generating units). The value of goodwill is assessed annually depending on a need for impairment.
14. Non-current assets available-for-sale
Non-current assets (group for disposal) available-for-sale are those non-current assets for which the book values are estimated to be reconciled predominantly with their sale in the following twelve months and which will not be further used. Non-current assets classified as held for sale are measured at the lower of two values: book value or fair value, decreased by selling costs. On the last day of 2011, the Group disclosed the investment into the company Večer, d. d. and real estate intended for sale among non-current assets
244
available-for-sale.
15. Inventories
Inventories are stated at the lower of cost and net realisable value according to the method of weighted average pricing. The value of finished products and work in progress consists of total manufacturing costs which includes the costs of processing materials, production labour costs, amortization, services and other manufacturing costs. The net realizable value is estimated based on customary sales prices decreased by the costs of conversion and sales.
16. Operating receivables
At initial recognition, operating receivables are shown at fair value, later they are measured based on paid values using the effective interest rate method less impairment. Impairments of operating receivables are made when the Group expects that it will not be capable of realising the entire amount of the matured receivable. The impairment amount represents the difference between the book value and the current value of (expected) estimated future cash flows discounted by the effective interest rate. The impairment amount is recognised in profit or loss.
17. Cash and cash equivalents
For the cash flow statement, cash and cash equivalents comprise cash on hand, sight deposits at banks
Provisions are recognised when the Company shows a legal obligation as a result of past events for which a probable likelihood exists in the future that it will have to settle the liability and when a reliable estimate of the liability can be made. Provisions may not be formed to cover future losses from operations.
19. Provisions for severance pay and jubilee awards
The net liabilities of the Group in connection to long-term benefits under years of service, except for pension schemes are the earnings which employees obtain in exchange for their service during current and previous periods. Such liabilities are calculated using the method of foreseen significance of units and are discounted to their current values.
20. Deferred taxes
Deferred taxes are shown in their entirety while observing liability methods based on temporary differ-
ANNUAL REPORT 2011
18. Provisions
LAĹ KO GROUP
are included under short-term financial liabilities in the balance sheet.
4. FINANCIAL REPORT LAĹ KO GROUP
and investments into the money market instruments with no bank overdrafts. Overdrafts of bank accounts
ences between taxes associated with assets and liabilities and disclosed tax amounts in the consolidated financial statements. Deferred tax is accounted for at the acquisitions with respect to the initial recognition of assets and liabilities which have no influence either on the operating profit, tax profit or loss. Deferred tax is calculated using the tax rate (and legislation) as prescribed by law and valid on the balance sheet date which is expected to be used at the time the deferred tax is realised or liability for deferred tax settled. Deferred tax receivables are recognised if a possibility exists that a tax gain is expected in the future using temporary differences. Deferred tax liabilities are recognised upon revaluation of assets. Deferred tax is disclosed on the basis of temporary differences arising from investments in subsidiary companies, except when time balance of the closure of temporary differences is under the Group’s control and there is a probability that temporary differences will not be cancelled in the near future. Deferred tax liabilities are shown as a set-off amount in in the balance sheet. The tax rate in 2011 comprised 20%.
21. Operating liabilities
Operating liabilities comprise credit to suppliers for purchased merchandise or services and liabilities to employees, the State, owners or others. Short-term accrued costs and deferred revenues are also treated as operating liabilities. Liabilities are recognised if it is likely that due to their settlement, factors enabling economic benefit are decreased and the amount for settlement can reliably be measured. They are initially recognised at fair value, and later measured according to realised payments using effective interest rates.
245
22. Financial liabilities
Financial liabilities are recognised at fair value upon their arising, exclusive of any arising transaction 4. FINANCIAL REPORT LAŠKO GROUP
costs. In the upcoming period, financial liabilities are measured according to their realised payment using effective interest rates. Any difference between receipts (exclusive of transaction costs) and liabilities are recognised in profit or loss throughout the entire period of the financial liability.
23. Share capital
Ordinary shares are classified under capital. Transaction costs directly associated with the issue of new shares which are not connected to the acquisition of the company are shown as a decrease in capital. Any surpluses over the fair value of received paid-in amounts in excess of the book value of newly issued shares
ANNUAL REPORT 2011
are recognised as paid-in capital surpluses.
24. Own shares
If the Company reacquired its own shares (PILR)in the business year, the paid amount inclusive of transaction costs, exclusive of tax is deducted from total capital as own shares (treasury shares) until these shares
LAŠKO GROUP
are removed, reissued or sold. The Company must form reserves for own shares in the identical amount for that business year. At the same time it must form reserves for own shares for PILR shares owned by subsidiaries. Reserves for own shares are released when its own shares are disposed of or removed, crediting the source from which they were formed. Upon the sale of such shares, the difference between the sale and book value of own shares are directly calculated into equity capital and have no effect on profit or loss. Own shares is used for the purposes defined in Article 247 of the Companies Act.
246 25. Dividends
Until approved by the General Meeting of Shareholders, foreseen dividends are treated as retained earnings.
26. Reporting by segments
Business segments are formed by products or services which on the basis of risk and benefits, differ from the products and services of other segments. Regional (geographic) segments comprise products or services within a specific economic environment which are exposed to risk and benefits which differ from risk and benefits in other economic environments.
27. Reserves
The tax statements of Pivovarna Laško, d. d., and companies of the Laško Group in Slovenia are drawn up in compliance with the International Financial Reporting Standards as adopted by the EU and the Corporate Income Tax Act. The corporate income tax rate in 2010 comprised 20%. The tax base is the profit as a surplus of revenues over expenses according to the Corporate Income Tax Act whereby revenues and expenses shown in the income tax statement established according to law or accounting standards are used as the tax base.
The tax base is decreased for recognized tax relief and for covering a loss brought forward.
ments and provisions. As this regards an assessment, there is some uncertainty regarding the attainment of specific assumptions used at valuation.
ANNUAL REPORT 2011
assets and liabilities were assessed: intangible fixed assets, real estate, investment property, financial invest-
LAĹ KO GROUP
On the basis of assessments of the management, appraisers, actuaries and other experts, the following
4. FINANCIAL REPORT LAĹ KO GROUP
28. Assessment of the values of individual items
247
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
17,197,382
6,507,249
234,083
5,039
70,918,082
Total
-
-
- 851,458
3,028,996 -
-
71,924 (851,458)
-
27,102,670
65,138,432
46,974,329
31 December 2011
1 January 2011
CURRENT VALUE
- - (140,562) - - (140,562)
-
17,197,382
17,197,382
-
1,694,816
4,206,189
6,535,391
144,960
88,319
145,764
5,039
387,463
-
66,016,526
87,017,785
6,681,155
- 783,506
1,098,046
Decreases
4,901,556
31 December 2011
- 765,474 18,032
-
- - - 38,609 - 38,609
-
-
1,098,046
Increases
-
Depreciation
-
93,698,940
-
89,123
387,463
-
4,812,433
234,083
(5,039)
Transfer from assets available-for-sale
-
10,741,580
(5,039)
1 January 2011
CUMMULATIVE VALUE ADJUSTMENTS
17,197,382
-
- - (145,453) - - (145,453)
65,138,432
-
Divestments
31 December 2011
-
-
Transfer to property, plant and equipment
(5,837,647) - - - - (5,837,647)
24,001,750
- - 499,330 - 1,166,997 1,666,327
46,974,329
Transfer from investments in progress
Impairment
LAŠKO GROUP
Brand Licenses and Property IFAs under names Goodwill other IFAs rights acquisition
Transfer from assets available-for-sale
Direct acquisitions
1 January 2011
ACQUISITION COST
Year 2011
1. Intangible fixed assets
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
248
-
31 December 2010
available-for-sale - DELO
Transfer to non-current assets
available-for-sale - SPLIT
Transfer to non-current assets
139,395,385
9,382,492
-
637,177
2,105,152
139,367,997
-
(637,177)
-
- 189,923 550,617
234,083
224
-
(4,191)
- (547,932)
-
-
224
-
(1,056,209)
(15,590,930)
- (524,726) (1,072,658)
-
46,974,329
(24,515,021) 17,197,382
-
ANNUAL REPORT 2011
234,083
6,507,249
LAŠKO GROUP
-
(3,094,072)
70,918,082
(27,681,017)
4. FINANCIAL REPORT LAŠKO GROUP
5,039
(71,924)
- - (227,143) - - (227,143)
(14,530,530)
-
Transfer from property, plant and equipment
Divestments
available-for-sale - FRUCTAL
2,105,152
Total
(12,687,903) (11,741,105) - - - (24,429,008)
-
Transfer to non-current assets
234,083
- 360,694
28,938,487
Transfer to investments in progress
98,707,783
-
Impairment
9,409,880
rights acquisition
Property IFAs under
- - (27,388) - - (27,388)
28,938,487
Indirect acquisitions
1 January 2010
Amendment SAS
31 December 2009
98,707,783
names Goodwill other IFAs
ACQUISITION VALUE
Brand Licenses and
Year 2010
249
available-for-sale - FRUCTAL
1,116,152
6,295,395
46,974,329
98,707,783
31 December 2010
1 January 2010
CURRENT VALUE 28,938,487
17,197,382
-
3,180,327
1,694,816
4,812,433
162,992
144,960
89,123
2,105,152
5,039
-
133,094,741
66,016,526
4,901,556
- - (934,021) - - (934,021)
-
available-for-sale - DELO
- - (164,025) - - (164,025)
- - (394,202) - - (394,202)
-
-
31 December 2010
Transfer to non-current assets
available-for-sale - SPLIT
Transfer to non-current assets
18,032
71,091
- - (1,017,743) - - (1,017,743)
Transfer to non-current assets
1,098,120
6,224,304
Divestmetns
-
-
-
6,300,644
Depreciation in the year
-
- - (5,249) - - (5,249)
71,091
4. FINANCIAL REPORT LAŠKO GROUP
-
6,229,553
ANNUAL REPORT 2011
Transfer
-
LAŠKO GROUP
1 January 2010
-
31 December 2009
CUMMULATIVE VALUE ADJUSTMENTS
(continued)
250
All intangible assets are measured according to the cost model. The brand names and goodwill items represent the largest value amongst long-term intangible fixed assets; the value of each is every year assessed and the possible need for impairment determined. Due to the planned sale of the Delo Group, the entire
since it appears that the investment in its current form can not be sold in the short-term (within one year) at a reasonable price therefore the brands of Delo, d. d. were transferred back among intangible assets. Verification of the fair values of the brands was performed on 31 December 2011. Verification of the fair value of the brands of Delo, d. d. was performed by a certified business appraiser registered with the Slovenian Institute of Auditors. The method of the current value of expected free cash flows without including debt was used in assessing the value of the company.
4. FINANCIAL REPORT LAŠKO GROUP
value of its brands was transferred among non-current assets available-for-sale in 2010 in accordance with IFRS 5. Currently, no reason remains for the classification of the investment among assets available-for-sale
the Company in the coming years was used as the basis for verifying the need for impairment of the value of the brands and goodwill of Pivovarna Union, d. d. The value of the brands and goodwill of Pivovarna Union, d. d. as at 31 December 2011 was EUR 46,461,058 and the value of its goodwill EUR 17,197,380. Based on valuations of Delo, d. d., in its consolidated financial statements, the Group shows an impair-
ANNUAL REPORT 2011
Management’s assessment, based on an assessment of the company’s value, which was performed by a certified business appraiser in 2010 and the business results in 2011 and envisaged projections of the value of
as at 31 December 2011 amounted to EUR 18,677,374. Pledging of brands
For the purpose of insuring short-term loans from banks, the Company pledged brands in the amount
LAŠKO GROUP
ment of the brands of Delo, d. d. in the amount of EUR 837,647. The value of the brands of the Delo Group
of EUR 50,000,000 consisting of a portion of the assets of the Group and in accordance with accounting standards, own brands are not disclosed in the financial statements. The brands of the parent company Pivovarna Laško, d. d. were appraised by a certified business appraiser in 2010. The brands of the subsidiaries Pivovarna Union and Delo subsidiaries have been pledged also within the scope of pledges on the investments in these companies. Estimated value of the company Delo, d. d.
The valuation of Delo, d. d. which also included a value assessment of its brands was carried out by an accredited business appraiser registered with the Slovenian Institute of Auditors. The most important elements and findings during the valuation procedure are as as follows:
•T he subject of the valuation was the majority ownership share of the company (100%), enabling the majority owner to impact the process of adopting decisions on bodies of the company management as well as to impact the formulation of strategy and business decisions (on investments, borrowing and so on). The majority owner may also implement status changes,
•T he appraiser started work from the assumption that the company’s market value equalled the current value of expected free cash flows, in accordance with a general financial assumption that the company’s value equals the sum of all future benefits which it brings to its owner(s).
•T he method of the current value of expected free cash flows without including debt was used in assessing the value of the company. In this method, first the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed; afterwards all financial liabilities of the company are deducted due to revaluation of the subject, i.e. the equity capital of the company. The value obtained in this way is additionally adjusted for possible potential liabilities, premiums and discounts.
251
•T he appraiser also attempted to use the method of comparable companies and comparable transactions. The utilised companies and transactions are not comparable enough in terms of size (the benchmark company is significantly larger) and scope of activities (in addition to the publication of newspapers, the 4. FINANCIAL REPORT LAŠKO GROUP
company is also involved in publishing and other media) which consequently has an affect on both the profitability and financial position of the company. As a result, this method was merely used as a control method and observed only the
• r equired rate of return on equity capital, which for Delo is: rDelo = (4.0% + 7.0% x 0.98 + 1.20%) x 1.10 = 13.3%,
• t he required rate of return for total (equity + debt) capital for Delo is (WACC): rWACC = 13.3% x 0.68 + 6.5% x 0.32 x (1 - 0.20) = 10.7%.
ANNUAL REPORT 2011
•T he appraiser used assessments of operations of 2011 and the 2012 Business Plan of Delo for preparing projections. In estimating future returns, the appraiser took the company’s potential into account, determined on the basis of past operations of the company and analyses of its activities. The appraisal envisaged two scenarios of company operations in the future (optimistic and pessimistic) which differ in terms of envisaged net sales revenues and operating costs, and consequently the EBIT and EBIT margin.
•T he 2012 Business Plan envisages modest economic growth in Slovenia (1%) and subsequently, and
LAŠKO GROUP
extremely difficult year for media activity. A further decline in sold copies and low advertising revenues is also foreseen with no increases in the price of editions envisaged in the plan. The 2012 Business Plan is mainly focused on streamlining costs with the level of revenues remaining unchanged. The Business Plan is relatively conservative from the aspect of revenues, while the envisaged streamlining of costs is a necessity. Negotiations with labour unions regarding the aforementioned have not yet been concluded. A gradual improvement of the economic situation and renewed growth of expenditures for advertising
252
through print media is envisaged for the period 2013-2016.
•E arnings before interest and taxes (EBIT) for 2011 is estimated at EUR 0.2 million (0.4% of sales revenues). EBIT in 2012 due to the streamlining of costs and envisaged savings of EUR 1.6 million is forecasted at EUR 1.9 million according to the optimistic scenario. Gradual growth of EBITDA and EBIT of Delo is envisaged for the period 2013-2016 due to a growth in revenues, particularly from advertising and growing prices for a portion of the company’s costs are fixed with certain reserves possible particularly in the area of labour costs. The EBIT share in sales revenues up to 2016 will rise at a level of 9.2% according to the optimistic scenario and to 7.6% according to the pessimistic scenario. The five-year average EBIT margin for European companies in the area of printed media publishing comprises 10.8% while comparable companies in the region (particularly Croatia) achieved a lower EBIT margin in 2010 and are restructuring with the aim of of streamlining costs (especially labour costs).
•D espite the high level of indebtedness, a portion of the assessed value originates from the surplus of financial investments and surplus assets in the company Delo. Real estate and investment property in the amount of EUR 927 thousand, the subsidiary Izberi in the amount of EUR 780 thousand and financial investments in the amount of EUR 10,365 thousand were considered surplus assets by the appraiser.
•T he control premium of 0% was observed since future yield for the average majority strategic owner have already in principal been implemented.
•A discount of 15% for the lack of liquidity was taken into consideration in assessing the value of the majority ownership stake (the Laško Group has a 100% ownership stake). The market share of the company in the market (leading newspaper agency), strength of its brands as well as the strategic and political position of the company were also taken into account.
Based on all the denoted assumptions, the recoverable value of the 100% equity stake in Delo, d. d. on 31 December 2011 has been assessed for the purpose of verifying impairment in accordance with IAS 36, which is identical to the value if used, namely:
with a possible value range of between EUR 44.1 per share according to the pessimistic scenario and EUR 59.6 per share according to the optimistic scenario.
ANNUAL REPORT 2011
EUR 51.4 per share
LAĹ KO GROUP
with a possible value range of between EUR 29,820,000 according to the pessimistic scenario and EUR39,490,000 according to the optimistic scenario or
4. FINANCIAL REPORT LAĹ KO GROUP
EUR 34,290,000
253
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
31,831
2,827,919
96,527,944
510,312,183
1,592,699
(5,137,801)
-
31 December 2011
45,633,181
101,985,292
348,608,576
46,988,325
23,871,489
3,748,380
570,835,243
- (8,241,244)
- - 2,447,511 291,478 - - 2,738,989
(177,730) (272,240) (4,326,975) (1,043,587) (2,420,712)
Transfer from/to ...
Divestments
- - (2,442,472) - - - (2,442,472)
Transfer from use
1,719,925 534,202 - - - - 2,254,127
98,309
Recognition
3,047,945
(1,140,823) (39,608,948) 454,776 - - - (40,294,995)
Revaluation
398,848
-
-
22,886,714
Transfer from investments in progress
8,179,213
38,046,342
- 254,644 470,278 1,416,570 1,812,788 5,376,390 9,330,670
48,989,242
299,968,271
- - - - - 650,041 650,041
32,722,703
107,956,083
New acquisitions
6,604,955
Transfer from assets available-for-sale
Total
Direct acquistions
38,626,854
1 January 2011
ACQUISITION COST
Production Other Fixed Year 2011 plant and plant and Piece assets under ( in EUR ) Land Buildings machines equipment inventory acquisition
2. Tangible fixed assets
254
- 390,140,236
- (103,140) (3,781,858) (1,888,218) (1,526,651)
- 19,002,394 315,159,748 37,056,535 18,921,559
31 December 2011
-
213,313
67,193
-
280,506
38,626,854 64,245,012 33,338,579 8,914,206 5,680,180 2,827,919 153,632,750
- - - - - - -
45,633,181 82,982,898 33,448,828 9,931,790 4,949,930 3,748,380 180,695,007
-
inventory are valued using the cost model.
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
The cost model is applied for the valuation of property, plant and equipment. The Group has been utilizing the revaluation model for valuing real estate since 2008 while equipment and piece
1 January 2011
Exchange rate differences
31 December 2011
CURRENT VALUE
- (7,299,867)
-
Transfer to investment property
Divestments
- 18,802,793
60,011,031
- (38,363,575) - - - - (38,363,575)
-
- 3,755,794 8,952,784 2,949,211 3,145,004
-
Revaluation
6,650,093
Depreciation
43,358,694
- - 436 - 29,479 - 29,915
10,002,244
-
Transfer from assets available-for-sale
Acquisitions
- 356,679,433
- 43,711,071 266,629,692 29,132,136 17,206,534
1 January 2011
CUMMULATIVE VALUE ADJUSTMENTS
(continued)
2. Tangible fixed assets
255
In 2010 due to the commencement of the procedure of divesture of investments, the Group transferred tangible assets of the Delo Group and Jadranska pivovara – Split, d. d. to non-current financial assets avail4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
able for sale in accordance with IFRS 5. Since no reason remains for the classification of the investments among assets available-for-sale since it appears that the investment in its current form can not be sold in the short-term (within one year) at a reasonable price, the tangible assets of the aforementioned were reclassified among the tangible assets of the Group in 2011. The divestment of tangible fixed assets represents the sale and write-off of such assets. The Group did not financially lease any of its tangible assets. An appraisal of the Group’s real estate was carried out by a certified real estate appraiser on 31 December 2011. The negative effects of the revaluation in the amount of EUR 7,375,539 are disclosed as operating expenses of which EUR 2,251,248 is deducted due to discontinued operations. The positive effects of the
ANNUAL REPORT 2011
revaluation in the amount of EUR 5,444,119 resulted in a change to the value of capital and increased the revaluation surplus. The Group realized a profit of EUR 66,347 from the sale of tangible fixed assets which is shown as a revaluation of operating revenues and a loss of EUR 51,209 which is shown as a revaluation of operating expenses. The Group pledged tangible fixed assets the value of which on 31 December 2011 amounted to EUR
LAŠKO GROUP
123,612,816 to insure long- and short-term loans. The book value of pledged real estate amounted to EUR 108,872,621 and of pledged equipment EUR 19,144,206. As shown in the Business Report of this Annual Report, denationalization claims have been initiated against Radenska, d. d. The denationalization beneficiaries entered a notice of impending action in the land registry denoting disputes with regard to all land parcels which are the subject of the denationalization pro-
256
cedure. The entry of the notice of dispute was also carried out for the aforementioned brands of Radenska, d. d., Radenci. As at 31 December 2011 the Group shows a liability for tangible fixed assets in the amount of EUR 545,428.
167,030,176
-
185,030
166,845,146 -
27,388 53,960,336
- 402,863,986
22,207,872
-
(198,684)
(24,498)
22,207,872
54,131,632
402,888,484
3,103,013
-
(12)
3,103,025
701,944,965
27,388
(44,533)
701,962,110
(27,398,543)
(830,191)
(166,664) (7,483,020)
- (52,870,012)
-
29,063
(9,290)
-
(96,073,817)
(979,579)
-
(2,738,234)
38,636,854
31 December 2010
(3,866,721)
107,956,083
(21,393,975)
(11,328,728)
38,036,342
299,968,271
ANNUAL REPORT 2011
(8,179,213)
(16,800,972)
LAŠKO GROUP
-
(32,188,270)
2,827,919
(20,048)
(11,783)
510,312,183
(49,132,442)
(47,395,502)
4. FINANCIAL REPORT P I V O VA R N A L A Š K O , D . D .
22,886,714
-
-
(89,487) (156,497) (6,323,040) (2,857,914) (700,235) (187,214) (10,314,387)
(8,312,952)
(11,787)
assets available-for-sale - DELO
Transfer to non-current
available-for-sale - SPLIT
Transfer to non-current assets
Divestments
available-for-sale on 31 Dec 2010
Transfer to non-current assets
Transfer to investment property
(10,982,477)
- (458,378) (1,610,200) - - - (2,068,578)
1,240,773
310,042 170,056 (555,825) - - - (75,727)
1,794,887
Impairment
6,117,261
Revaluations
1,817,769
11,787
- - - - - (3,210) (3,210)
554,624 504,394 1,335,343 967,930 109,241 10,938,928 14,410,460
52,779,582
-
(6,369)
52,785,951
Total
Transfer to investments in progress
Requalification
Direct acquisitions
1 January 2010
Transfer to intangible fixed assets
Exchange rate differences
31 December 2009
ACQUISITION COST
Production Other Fixed Year 2010 plant and plant and Piece assets under ( in EUR ) Land Buildings machines equipment inventory acquisition
257
- (327) - - - - (327)
- 20,757 (179,706) - (1,284) - (160,233)
-
Revaluations
Transfer to investment property
-
- 43,711,071 266,629,692 29,132,136 17,206,534
Transfer to non-current assets available-for-sale - DELO
31 December 2010
1 January 2010
Exchange rate differences
31 December 2010
CURRENT VALUE
- (13,413,551)
(29,945,143) (6,650,093)
-
-
-
(71,891,413)
(94,305)
23,325,305
(22,446,627)
(37,564,404) - 356,679,433
-
-
(977) (9,489,163)
(1,286)
-
27
52,779,582 97,746,016 53,093,700 12,732,931 7,491,359 3,100,777 226,944,365
- - - - - - -
38,636,854 64,245,012 33,338,579 8,904,206 5,680,180 2,827,919 153,632,750
(2,382,983)
(7,619,261)
(18,014) (6,015,793) (2,783,862) (670,517)
-
-
29,063
3,132,759
Transfer to non-current assets available-for-sale - SPLIT
(6,112,153)
(88,499)
3,539,338
Divestments
(45,746,391)
-
12,159,990
-
(20,031,583)
(34,869)
4,493,191
available-for-sale on 31 Dec 2010
Transfer to non-current assets
-
5,249
2,236 475,000,600
-
(19,297)
Requalification
-
(13)
Depreciation in the year
5,249
-
- 69,284,160 349,770,286 41,227,405 14,716,513
-
(192,406)
1 January 2010
-
(13,660)
-
186,782
-
Transfer from intangible fixed assets
2,249 475,014,648
4. FINANCIAL REPORT LAŠKO GROUP
Exchange rate differences
ANNUAL REPORT 2011
- 69,097,378 349,783,946 41,414,562 14,716,513
LAŠKO GROUP
31 December 2009
CUMMULATIVE VALUE ADJUSTMENTS
(continued)
258
3. Investment property
Year 2011 Land Buildings
Total
ACQUSITION COST 1 January 2011
1,090,980
4,494,245
5,585,225
123,119
1,635,281
1,758,400
Transfer of equipment from 2010
-
(414,962)
(414,962)
Value adjustment of transfer from PPE from 2010
-
123,484
123,484
Revaluations - enhancements/impairments
Requalification (transfer from assets available-for-sale)
- 2,943,324 2,943,324
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR )
available-for-sale - DELO 31 December 2011
-
80,159
80,159
1,214,099
8,861,531
10,075,630
-
928,741
928,741
CUMMULATIVE VALUE ADJUSTMENT 1 January 2011 Depreciation
- 404 404
Transfer of value adjustments on equipment
-
(213,313)
(213,313)
ANNUAL REPORT 2011
Transfer to non-current assets
available-for-sale)
- 240,613 240,613
Transfer from non-current assets available-for-sale - DELO
-
1,482
1,482
31 December 2011
-
957,927
957,927
31 December 2011
1,214,099
7,903,604
9,117,703
1 January 2011
1,090,980
3,565,504
4,656,484
LAŠKO GROUP
Requalification (transfer from assets
259
CURRENT VALUE
Year 2010
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR )
ACQUSITION COST 1 January 2010 Revaluations - enhancements/impairments Transfer from property, plant and equipment Transfer to assets available-for-sale Decrease in value Transfer to non-current assets available-for-sale - FRUCTAL Transfer to non-current assets available-for-sale - DELO 31 December 2010 CUMMULATIVE VALUE ADJUSTMENTS 1 January 2010 Depreciation Impairment Divestments Transfer from property, plant and equipment Transfer to assets available-for-sale Transfer to non-current assets available-for-sale - FRUCTAL Transfer to non-current assets available-for-sale - DELO 31 December 2010
Land Buildings
Total
1,158,911 (79,717) 11,786 - -
6,943,312 (268,385) 996,971 (2,943,324) (109,465)
8,102,223 (348,102) 1,008,757 (2,943,324) (109,465)
-
(44,705)
(44,705)
- 1,090,980
(80,159) 4,494,245
(80,159) 5,585,225
- 703,827 703,827 - 7,217 7,217 - 368,721 368,721 - (5,388) (5,388) - 123,484 123,484 - (240,612) (240,612) -
(27,026)
(27,026)
- -
(1,482) 928,741
(1,482) 928,741
1,090,980 1,158,911
3,565,504 6,239,485
4,656,484 7,398,396
260 CURRENT VALUE 31 December 2010 1 January 2010
In 2011 the Group generated EUR 296,287 in revenues from rents and EUR 514,257 in expenses from investment property. On the basis of an appraisal, the Group demonstrated impairments of investment property worth EUR 124,760 and revaluation of operating revenues of EUR 1,883,150. Investment property also includes property which is not used for carrying out the basic activity but leased out by the Group. The following real estate property is recorded at Pivovarna Laško, d. d. as real estate property investments: Sports Hall Tri Lilije, Hotel Hum, Hotel Savinja and Restaurant Grad Tabor and holiday capacities; at Radenska, d. d., the administrative building in Radenci and business buildings in Boračevo, Petanjci and Sarajevo The investment property was assessed by a certified real estate appraiser on 31 December 2011. The Management Board commenced with the procedure of selling the catering facilities Hotel Hum and Hotel Savinja and Tri lilije sports arena in the beginning of 2011. The management of the subsidiary Radenska has been endeavouring to sell the business building in Radenci for a number of years. The procedures for the divestment of investment property, which represent unnecessary business assets, have not been successful so far, therefore a transfer from non-current assets available-for-sale back to investment property was made. The activities for their divestment are continuing. The companies will for the purpose of ensuring liquidity, if required forcibly sell or auction off real estate which is unnecessary for business. In order to ensure long-term and short-term loans, the Group pledged investment properties in the amount of EUR 4,784,910.
4. A. Long-term financial investments in subsidiaries
Share in
Radenska Miral, d. o. o., Radenci
100.00 %
160,363
Firma Del, d. o. o., Laško
100.00 %
7,427
7,427
167,790
7,427
Abroad: Radenska, d. o. o., Zagreb
100.00 %
4,907
4,907
Radenska, d. o. o., Beograd
100.00 %
250
250
Laško Grupa, d. o. o., Zagreb
100.00 %
-
2,707
Laško Grupa, d. o. o., Sarajevo
82.68 %
191,856
232,241
197,013 240,105
Transfer to assets available-for-sale - FRUCTAL
-
- (40,384)
(40,384)
Total 364,803 207,148
In accordance with IAS 27 the Company valuates long-term financial investments in subsidiaries accord-
ANNUAL REPORT 2011
STAKES IN GROUP COMPANIES In Slovenia:
4. FINANCIAL REPORT LAŠKO GROUP
capital 2011 2010
LAŠKO GROUP
( in EUR )
ing to the cost model.
261 Due to their material irrelevance, the following companies are not included in the consolidation: Firma Del, d. o. o., Laško, Laško Grupa, d. o. o., Sarajevo and Radenska Miral, d. o. o., Radenci, Radenska, d. o. o., Zagreb and Radenska, d. o. o., Belgrade. All other subsidiary companies are consolidated using the method of full consolidation. Long-term financial investments in subsidiaries in 2011 increased by EUR 160,363 EUR, due to the capital increase in Radenska Miral, d. o. o., Radenci and decreased by EUR 2,707 due to the inclusion of the Laško Grupa, d. o. o., Zagreb in the consolidation and due to the 17.32% stake in the company Laško Grupa, d. o. o., Sarajevo, owned by Fructal, d. d.
4. B. Long-term financial investments in associated companies
Share in capital/ voting ( in EUR ) rights 2011 2010
Thermana, d. d., Laško
20.63 %
-
-
Poslovni sistem Mercator, d. d., Ljubljana
24.34 %
-
132,934,216
Slopak, d. o. o., Ljubljana
29.22 %
-
317,148
Birra Peja, Sh. a., Peć, Kosovo
39.55 %
-
-
investments - MELR
-
(132,934,216)
Total
- 317,148
Transfer to short-term financial
Investments in subsidiaries are valuated in accordance with the capital method. The value of investments increases or decreases by the corresponding part of profit or loss. Revaluation to a higher fair value in accordance with IFRS is not recognized. The fair value of investments traded on the organised securities market 4. FINANCIAL REPORT LAŠKO GROUP
is recognised on the basis of the listed price at the Ljubljana Stock Exchange whereas for other investments, fair value is established based on a value assessment. As at 31 December 2011 the Group showed the equity investment in a 39.55% stake of the company Birra Peja, Sh. a., Peć, Kosovo (700 shares), 20.63% stake in the company Thermana, d. d., Laško (645,003 shares) and 38.96% stake in the company Slopak, d. o. o., Ljubljana among long-term financial investments. In 2011, due to the poor business results and poor financial situation of the company, the value of the investment in Slopak, d. o. o. was completely impaired. Based on the appraisal of certified business appraisers, the investments in the companies Thermana, d. d., and Birro Pejo, Sh. a. were assessed at EUR 0 for financial reporting purposes on the last day of last year. A revaluation of the aforementioned investments was not
ANNUAL REPORT 2011
made on 31 December 2011 because the assumptions, on which valuations were made in the previous year, had not changed. The investment in MELR shares was no longer shown among financial investments in subsidiaries on the last day of 2011 since the management of the Laško Group assesses that they no longer have a significant influence on Poslovni sistem Mercator therefore the investment is no longer valuated using the capital method since 1 January 2011. Due to the abandonment of the capital method of valuation the investment was
LAŠKO GROUP
valuated according to the stock price of EUR 147.00 on 31 December 2011 and amounts to EUR 129,189,627 and is shown among short-term financial assets available-for-sale. The negative effects from the revaluation of the investments in 2011 affect profit and loss. Investment in the subsidiary Thermana, d. d.
On 31 December 2011 Pivovarna Laško, d. d., owned 645,003 shares of Thermana, d. d., representing a
262
20.63% ownership stake in the aforementioned company. The original purchase value of the investment comprised EUR 6,897,921. Based on a appraisal, the Group implemented an impairment of EUR 5,303,921 on investments in 2009, and an impairment of the remainder, i.e. EUR 1,594,000 in 2010. The impairment was recognised based on the valuation from 2009 and in consideration of whether projected operations had been observed in the valuation. Thermana also acquired additional loans in 2010 which will have a negative effect on cash flows in future years. Thermana, d. d. generated a net profit of EUR 201,439 in 2011. The total amount of short-term liabilities of Thermana, d. d. amounted to EUR 83,055,352 on 31 December 2011 while short-term assets amounted to EUR 54,336,247. The ratio between foreign and own sources of assets amounts to 65 : 35 to the benefit of foreign sources. The investment is undergoing a sales procedure. Management awarded the mandate for the organisation of the sale to NLB, d. d., Ljubljana. An agreement on the implementation of the sale had been prepared in 2010 and forwarded to owners of more than 50% of the investment. The procedure for acquiring the consent of subscribers was carried out in February 2011. On 28 February 2011 the agreement was signed and reconciled by NLB, d. d., Pivovarna Laško, d. d. and Zavarovalnica Triglav, d. d., which together represent a 44.85% ownership stake in Thermana, d. d. Reconciliation activities with the remaining potential signers of the agreement on the implementation of sales of shares continued in 2011. Pivovarna Laško, d. d. signed the Agreement on the joint sale of shares of Thermana (51.96% stake) on 10 October 2011. NLB, d. NLB, d. d. as the sales broker commenced with selling activities. A public tender for the sale of the investment was published in the newspaper Delo on 28 November 2011 and in December, a public invitation together with a teaser was sent to over 100 funds and 100 companies from the sector. Investment into the associated company Birra Peja, Sh. a., Peć
The company Birra Peja, Sh. a., Peæ is an associated company of Pivovarna Union, d. d. the latter of whom
owns 700 shares or a 39.55% stake in the associate company. As at 31 December 2011 the value of all assets of the company Birra Peja, Sh. a. totalled EUR 29,207,494 whereas long-term and short-term liabilities totalled EUR 26,371,851. The company realised total revenues of EUR 18,744,001 in 2011 and a net loss of
The Group impaired the investment and derivative financial instrument (option for the acquisition of an additional stake) in this company in full in 2010. A valuation was carried out on the last day of 2010 by an accredited business appraiser registered with the Slovenian Institute of Auditors. Using the method of the current value of expected free cash flows, the appraiser estimated that on 31 December 2010 the market value of the 39.55% equity stake in the company Birra Peja, Sh. a., Peć for financial reporting purposes equalled zero. A revaluation of the aforementioned investments was not made on 31 December 2011 because the assumptions, on which valuations were made i n the previous year, had not changed.
4. FINANCIAL REPORT LAŠKO GROUP
EUR 726,236.
Union, d. d. in December 2011. Pivovarna Union, d. d. only began to manage the company in January 2012. Investment in the subsidiary Slopak, d. o. o., Ljubljana
Pivovarna Laško, d. d. possessed a 29.22% stake of the company Slopak, d. o. o., Ljubljana on the last day of 2011. In 2011, the investment decreased to EUR 79,287 due to the divestment of the Fructal Group, which
ANNUAL REPORT 2011
The stake in Birra Pei, Sh. a. was still regarded as an investment in an associate company on 31 December 2011 Factor banka, d. d. had exercised its put option and sold an 18% stake in Birra Pei, Sh. a., to Pivovarna
was impaired in 2011 in full due to the negative result and poor financial situation of the company. Slopak generated a loss of EUR 496,095 in 2011. The total assets of Slopak, d. o. o., Ljubljana amounted to EUR 4,779,111 on 31 December 2011 while li-
LAŠKO GROUP
owns a 9.74% stake in the denoted company. The residual value of investment in the amount of EUR 238,131
abilities totalled EUR 4,108,586. The ratio between foreign and own funds amounts to 86 : 14 to the benefit
263
of foreign funds.
4. C. Financial assets available-for-sale
( in EUR ) 2011 2010
Other investments in shares and stakes at acquisition cost
796,053
727,345
Other investments in shares and stakes at fair value
443,510
568,136
Total 1,239,563 1,295,481 Transfer to assets available-for-sale - DELO
-
(577,032)
Total 1,239,563 718,449
Long-term financial assets are defined as investments available-for-sale. For investments whose fair values can be reliably measured, the fair value of profits and losses are directly reflected in equity capital. Long-term financial investments available-for-sale, valued at fair value amounted to EUR 796,053 with the investment in the company Davidov hram, d. o. o. making up EUR 240,000 of this amount, the investment in Skupna pokojninska družba, making up EUR 205,257, the investment in the company Geoplin, d. o. o. making up EUR 104,485, the investment in Novi center Brdo EUR 103,824, in Gorenjski glas, d. d., EUR 49,685, in Radio tednik Ptuj EUR 20.992 and other minor investments. Long-term investments availablefor-sale which are valued at fair value were disclosed in the amount of EUR 443,510 on 31 December 2011 and mainly include investments in mutual funds and some smaller investments.
The fair value of investments that are valued at cost could not be assessed because of the insignificant share in ownership, so their value considering the situation on the last day of the previous year has not
4. FINANCIAL REPORT LAŠKO GROUP
changed. Movement of financial assets available-for-sale
in EUR ) 2011 2010
Balance as at 1 January
718,449
30,829,924
-
(317,148)
Changes in the year: Transfer to DFN in associated companies (MELR) + Thermana, d. d.
ANNUAL REPORT 2011
Acqusitions 195,167
Revaluation (250,896) (1,238,150) Transfer to non-current assets available-for-sale
-
(26,896,371)
-
(724,539)
577,032
(577,032)
Transfer to non-current assets available-for-sale on 31 December 2010 Transfer to non-current assets available-for-sale - Delo Divestments Balance as at 31 December
LAŠKO GROUP
825
(189) (359,060)
1,239,563
718,449
5. Long-term loans
( in EUR ) 2011 2010
264 Long-term loans to associated companies
10,554,498
9,871,580
Other long-term loans
17,624,612
17,728,740
Less value adjustments
(17,100,000)
(17,100,000)
Transfer to assets available-for-sale - SPLIT
-
(56,075)
Total 11,079,110 10,444,245
The Group disclosed loans to Pivovarna Union, d. d. and the prescribed interests of the company Birra Peja, Sh. a., Peć among long-term loans which amounts to EUR 10,554,498. Loans are secured through bills and liens on real estate. Interest rates range from the 6-month EURIBOR + 2.98% to 6.1%. The last loan instalments mature in 2014. Other long-terms loans primarily refer to long-term housing loans granted by the Group to its employees. The interest rate on average comprised a 6-month EURIBOR + 1%. During long-term loans are disclosed including The loans that were made in the past to the company Center naložbe, d. d. in the amount of EUR 17.1 million by the companies Radenska, d. d., and Pivovarna Union, d. d. which were impaired in their entirety in 2009 are shown among long-term loans.
6. Operating receivables
Long-term receivables from financial leases
751,266
573,467
Other long-term operating receivables
125,880
144,541
Transfer to assets available-for-sale - DELO
-
(661)
Total 877,146 717,347
Long-term financial receivables comprised EUR 751,266 and refer to equipment for the production of
4. FINANCIAL REPORT LAĹ KO GROUP
( in EUR ) 2011 2010
the Bandidos brand given under financial lease to a partner from Belarus (EUR 517,100) and for packaging amounted to EUR 125,880. Receivables from financial leasing mature on 31 December 2014.
7. Long-term deferred tax receivables
Long-term receivables and liabilities for deferred tax are calculated on the basis of temporary differences
ANNUAL REPORT 2011
given under financial lease to the company EUR 234,166). The value of other long-term operating liabilities
tax are realized. The tax rate for the calculation of corporate income tax comprised 20% in 2011. (in EUR ) 2011 2010
Long-term deferred tax receivables
46,472,483
40,283,165
Long-term deferred tax liabilities
(15,770,226)
(11,349,433)
Net long-term deferred tax receivables
30,702,257
28,933,732
As at 31 December 2011 the Company showed net long-term deferred tax receivables in the amount of EUR 30,702,257 which is EUR 1,768,525 less than in the previous year.
LAĹ KO GROUP
with consideration of liability method and tax rate valid in the year the receivables or liabilities for deferred
265
Fair Liabilities to value ( in EUR ) Provisions employees (financial assets)
Other
Total
4. FINANCIAL REPORT LAŠKO GROUP
DEFERRED TAX RECEIVABLES 1 January 2010
115,989
1,305,959
41,894,025
1,166,951
44,482,924
12,045
(138,092)
2,053,962
328,281
2,256,196
-
-
273,465
-
273,465
128,034
1,167,867
44,221,452
1,495,232
47,012,585
(95,576)
(171,338)
(3,119,887)
(514,039)
(3,900,840)
-
(383,719)
(2,272,041)
(172,820)
(2,828,580)
32,458
612,810
38,829,524
808,373
40,283,165
-
383,719
2,272,041
172,820
2,828,580
(38,391)
136,050
2,094,293
655,981
2,847,933
-
-
141,228
-
141,228
due to sale of FRAG
95,576
21,950
-
254,049
371,575
31 December 2011
89,643
1,154,529
43,337,086
1,891,223
46,472,481
Change in the income statement Change in comprehensive income 31 December 2010 Transfer to non-current assets available-for-sale - FRUCTAL Transfer to non-current assets
ANNUAL REPORT 2011
available-for-sale - DELO 31 December 2010 Transfer from non-current assets available-for-sale - DELO Change in the income statement Change in comprehensive income
LAŠKO GROUP
Adjustment with elimination
As at 31 December 2011 deferred tax receivables from the impairment of financial investments in the
266
amount of EUR 43,337,086, from liabilities to employees for severance pay, jubilee awards and unused holiday leave in the amount of EUR 1,154,529, from provisions in the amount of EUR 89,643 and other in the amount of EUR 1,891,223 are shown under long-term deferred tax receivables. Receivables from tax losses of the subsidiary Jadranska pivovara – Split, d. d. which amounted to EUR 29,048,173 are not shown under long-term deferred tax receivables because the subsidiary does not expect any taxable income in the future under this heading. Deferred tax receivables due to tax losses using a 20% tax rate amounted to EUR 5,809,635. Long-term deferred tax receivables increased by EUR 5,342,019 in comparison to the previous year. Deferred tax receivables arising from the revaluation of financial investments to fair value especially increased, namely by EUR 4,626,562. Deferred tax receivables arising from employee benefits increased by EUR 541,719 and due to other headings by EUR 1,140,035. The increase in deferred tax receivables in the amount of EUR 2,847,933 EUR increases profit or loss, while the increase in the amount of EUR 141,228 increases comprehensive income and is reflected directly in the statement of changes in equity.
Fair value Fair value Fair value (land and (financial (brand buildings) assets) names) Other Total
DEFERRED TAX LIABILITY 1 January 2010 Change in the income statement Change in comprehensive income 31 December 2010
4,208,904
181,769
19,638,902
112,605
24,142,180
(11,746)
(34,319)
(3,793,887)
28,291
(3,811,661)
53,688
(39,544)
-
(41)
14,103
4,250,846
107,906
15,845,015
140,855
20,344,622
(762,910)
(36,442)
(2,466,967)
-
(3,266,319)
(1,643,034)
-
(4,085,836)
-
(5,728,870)
1,844,902
71,464
9,292,212
140,855
11,349,433
Transfer to non-current assets available-for-sale - FRUCTAL
4. FINANCIAL REPORT LAŠKO GROUP
(in EUR)
available-for-sale - DELO 31 December 2010 Change in the income statement Change in comprehensive income
20,100
-
(4,685,069)
272,716
(4,392,253)
673,827
(70,726)
-
-
603,101
1,643,034
-
4,085,836
-
5,728,870
14,106
-
2,466,967
-
2,481,073
4,195,969
738
11,159,946
413,571
15,770,224
Transfer from non-current assets available-for-sale - DELO
ANNUAL REPORT 2011
Transfer to non-current assets
due to sale of FRAG 31 December 2011
LAŠKO GROUP
Adjustment with elimination
Long-term deferred tax liabilities as at 31 December 2011 amounted to EUR 15,770,224 and regards the revaluation of Pivovarna Union brands in the amount of EUR 9,292,212 and Delo brands in the amount of EUR 1,867,734, the revaluation of the real estate of the Group in the amount of EUR 4,195,969, the value of the established revaluation surplus from financial assets available-for-sale in the amount of EUR 738 and other revaluations in the amount of EUR 413,571. Long-term deferred tax liabilities in the statement of the financial position were decreased by the amount of deferred tax receivables.
8. Non-current assets available-for-sale
( in EUR ) 2011 2010
Real estate available-for-sale
770,939
3,634,713
Other non-current assets available-for-sale
8,190,000
283,049,695
Total
8,960,939 286,684,408
As at 31 December 2011, the value of non-current assets available-for-sale amounted to EUR 8,960,939. The investment in the company Večer, d. d. in the amount of EUR 8,190,000 and business warehouse in Ljubljana in the amount of EUR 770,939 are shown among non-current assets available-for-sale due to their planned sale in 2011. The value of non-current assets available-for-sale decreased by EUR 277,723,469 in 2011. The reduction relates to the sale of the assets of the Fructal Group for EUR 67,052,031, the transfer of assets back to the Delo Group to individual assets in the amount of EUR 63,063,431, the transfer of assets of the company
267
Jadranska pivovara – Split, d. d. back to the individual assets in the amount of EUR 10,821,113, the transfer of the investment in Poslovni system Mercator back to shor-term assets available-for-sale in the amount of EUR 132,934,216, the impairment of investment in the company Večer, d. d., in the amount of EUR 988,904 and 4. FINANCIAL REPORT LAŠKO GROUP
the reduction in the value of real estate available-for-sale in the amount of EUR 2,863,774. Due to the unsuccessful procedures for the sale of MELR shares and forecasts of the deteriorating operations of Poslovni sistem Mercator, the Group permanently impaired MELR shares to the stock price of EUR 147 EUR per share and disclosed the investment among current assets available-for-sale. In 2010, the investment in Delo, d. d. was disclosed among short-term assets available-for-sale in accordance with IFRS 5 due to the planned sale thereof. Currently, no reason remains for the classification of the investment among assets available-for-sale since the investment cannot be sold in its current form. Procedures for streamlining operations and a restructuring project are currently being implemented in Delo, d. d. It is estimateed that the probability of selling the denoted investments will be significantly higher following
ANNUAL REPORT 2011
implementation of the restructuring processes. The gradual closing of the company Jadranska pivovara, d. d. is being carried out. In 2011 the denoted provisions decreased by the costs of amortisation in the amount of EUR 2,863,774. The reduction in value of EUR 2,702,712 regards the transfer of real estate (Hotel Hum, Savinja Hotel) for which management estimates that no reasons for their classification in accordance with IFRS 5 remains. According to the appraisal, the value of the warehouse and office building in Ljubljana decreased by EUR
LAŠKO GROUP
161,061.
268
Since the Group is selling the assets of companies that will be the subject of sale in 2011 at fair value, valuations of the individual companies were prepared on 31 December 2011.
Financial investment in the company Večer, d. d., Maribor
a) Estimated value of the company Večer, d. d., Maribor
Valuation was carried out by an accredited business appraiser registered with the Slovenian Institute of Auditors. The most important elements and findings during the valuation procedure as as follows:
•T he subject of the valuation was the majority ownership share of the company (79.243%), enabling the majority owner to impact the process of adopting decisions on bodies of the company management as well as to impact the formulation of strategy and business decisions (on investments, borrowing and so on). The majority owner may also implement status changes,
•T he appraiser started work from the assumption that the company’s market value equalled the current value of expected free cash flows, in accordance with a general financial assumption that the company’s value equals the sum of all future benefits which it brings to its owner.
•T he method of the current value of expected free cash flows without including debt was used in assessing the value of the company. In this method, first the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed; afterwards all financial liabilities of the company are deducted due to revaluation of the subject, i.e. the equity capital of the company. The value obtained in this way is additionally adjusted for possible potential liabilities, premiums and discounts.
•T he appraiser also attempted to use the method of comparable companies and comparable transactions. The utilised companies and transactions are not comparable enough in terms of size (the benchmark
company is significantly larger) and scope of activities (in addition to the publication of newspapers, the company is also involved in publishing and other media) which consequently has an affect on both the profitability and financial position of the company. As a result, this method was merely used as a control the majority shareholder based pm comparable companies ranges between EUR 15 and 62. The lowest value achieves the assessed values based on the MVIC / EBIT multiplier, reflecting the lower current profitability of Večer. The average value calculated on the basis of all the methods is EUR 36.4, which is within the range of the market value, estimated according to the DCF method (closer to the pessimistic scenario),
•T he required return on equity is: rVečer = (4.0% + 7.0% x 1.02 + 1.14%) x 1.10= 13.5%,
4. FINANCIAL REPORT LAŠKO GROUP
method and observed only the The estimated value of 1 share of equity capital of the company Večer for
WACCVečer = 13.5% x 0.66 + 6.0% x 0.34 x (1 - 0.20) = 10.5%,
•T he appraiser used assessments of operations of 2011 and the 2012 Business Plan of Večer for preparing projections. In estimating future returns, the appraiser took the company’s potential into account, determined on the basis of past operations of the company and analyses of its activities. The appraisal envisaged two scenarios of company operations in the future (optimistic and pessimistic) which differ in
ANNUAL REPORT 2011
•T he required rate of return for total (equity + debt) capital for Večer is:
The plans of the company had been relatively realistic in previous years.
•A fall in sales revenues is envisaged for 2012. The company foresees in 2012 primarily the preparation of appropriate multimedia product offerings, restructuring, and computerization to optimize business
LAŠKO GROUP
terms of envisaged net sales revenues and operating costs, and consequently the EBIT and EBIT margin.
processes and the further improvement of the regional offer, all in order to improve the starting position upon the transition to a new type of newspaper offer in the future. The growth in output in the period 2013-2016 is dependant on the growth of advertising and circulation revenues, partially on the acquisition of new users, editions and price increases and partially on new media content (mobile platforms and portals) and new projects (e-publishing, e-content, Večer Plus). Within the scope of analyses of the branch, it was found that local or regional newspaper level with specific regional content (TV, Internet) have the greatest possibility of maintaining or increasing the number of subscribers. Thus an increase in sales revenues of 3 - 4% according to the optimistic scenario or
• o perating costs (towards EBIT) planned in accordance with the plan for 2012 and as follows for the period 2013-2016:
• costs of materials and services are planned in the same percentage tied to revenues from sales without advertising;
• with regard to labour costs, the growth of wages is expected to equal 2% of sales revenues with the number of employees further reduced by 2 employees in 2013, and later, an additional 165 employees;
• depreciation for all years is projected at the level for 2012 (EUR 243 thousand);
• revaluation adjustments of fixed assets are planned at 0.2% of sales revenues and the same applies for operating expenses;
• the level of operating profit (EBIT) in sales revenues in the period 2012-2016 ranges between 1.8% and 7.4% according to the optimistic scenario and between 1.8% and 5.2% according to the pessimistic scenario; The operating forecast takes into account a gradual improvement of busi-
269
ness and growth of the EBIT / EBITDA margins, primarily due to growth in advertising revenues and labour costs which will not substantially increase if revenues increase; The five-year average EBIT margin for European companies in the area of printed media publishing comprises 10.8% 4. FINANCIAL REPORT LAŠKO GROUP
while comparable companies in the region (particularly Croatia) achieved a lower EBIT margin in 2010 (3.4%) and are restructuring with the aim of of streamlining costs (especially labour costs).
calculation of income tax. Part of the deferred tax receivables from long-term and short-term investments (amounting to EUR 14 thousand) and tax effect of losses on sales of investments below their book value (Dnevnik) were also considered in the calculation of income tax for 2012 and part of 2013.
ANNUAL REPORT 2011
LAŠKO GROUP
• The existing tax legislation, under which income tax comprises 20%, was also considered in the
• Investments are planned in an amount that would allow planned productivity improvements and allow maintenance of technological equipment at the required level Večer does not possess its own printing facilities, so that the historical and projected investments are mainly computer equipment and software. The company predominantly envisages investments into computer hardware and software for 2012. This will conclude the multi-year project in the editorial-information system, so in the next few years, major investments in this area are not envisaged with investments equal to the depreciation of investments in the future;
•W orking capital is planned at 3.7% of sales revenues, • a s the basis for calculating free cash flow in the residential (after 2016) taking into account free cash flow in 2016, which is adjusted for changes in working capital considering the balance of working capital in the past year and the planned and estimated growth rate of the residual. It is envisaged that the company
270
will, after the planned period increase its free cash flow by 2.0% annually for both of the aforementioned scenarios,
• a part of the assessed value arises from financial investments whose value based on the optimistic scenario amounts to EUR 3,151 and based on the pessimistic scenario, EUR 2,994,000,
•F inancial liabilities are taken into account in the amount of EUR 350,000 based on the balance of shortterm and long-term financial liabilities as at 31 December 2011,
•P remium shares considering their characteristics and the negligible amount within the scope of valuation, are equal to ordinary shares,
• t he control premium used was 0%, • t he discount for lack of liquidity used was 15%, • t he company Delo, d. d. is obliged in accordance with IFRS 5 (Non-current assets available-for-sale and established operations) to measure non-current assets (or group for divestment) classified under assets available-for-sale according to their book or fair values, decreased by the costs of the sale which is lower.
•T he estimated fair value net realizable value less costs of sale of the investment in Večer, d. d. is thus EUR 8,190,000
with a possible value range of between EUR 7,050,000 according to the pessimistic scenario and EUR 39,490,000 according to the optimistic scenario or
EUR 40.4 excluding VAT
with a possible value range of between EUR 34.8 according to the pessimistic scenario and EUR 46.0
b) Procedures in the sale of a 79.243% stake in the company Večer, d. d., Maribor
The value of investments in the shares of the company ČZP Večer, d. d. is also shown among short-term assets available-for-sale within the scope of assets of the Delo. d. d. The company Delo. d. d. acquired a 59.25% stake in the company ČZP Večer in 2008, thus becoming the 79.243% owner of the aforementioned company. Delo, d. d. deos not have voting rights from the ownership of ČZP Večer shares surpassing 19.9% due to Artilce 44 of the Prevention of Money Laundering Act therefore the Group financial statements were
4. FINANCIAL REPORT LAŠKO GROUP
according to the optimistic scenario.
Delo, d. d. had fulfilled the terms of the decision of the Consumpetion Protection Office and on 23 June concluded a contract for the sale of shares of ČZP Večer, d. d. to the company 3Lan, d. o. o. The acquisition prices were specified as EUR 9,250,000. The contract was concluded under deferred conditions as specified in Item 3.1 of the said contract. One of the essential conditions was the consent of the Ministry of Culture, on the basis of which 3 LAN, d. o. o. as
ANNUAL REPORT 2011
not prepared.
voting rights of the issuer ČZP Večer d. d. An advance deposit of EUR 925,000 was also agreed on inn the Contract on the Sale of Shares of 23 June 2010. The deposit was placed in an escrow account of a notary public in Ljubljana under the Escrow
LAŠKO GROUP
the buyer in accordance with the provisions of the Media Act would obtain more than 20% of the shares with
Contract, SV 584/10. It was agree in the cited notarial minutes that the notary public was obliged to transfer the deposited amount to Delo, d. d. after receiving a written request whereby no additional documentation had to be submitted. Delo, d. d. submitted a request to the notary public for the remittance of the deposit after 3 LAN, d. o. o. notified the management board of Delo, d. d. on 16 December 2011 that the Ministry of Culture had refused to grant consent for the acquisition of more than a 20% stake in the company ČŽP Večer, d. d. on 13 December 2011 and as a result, it was withdrawing from the Cotnract on the Sale of Shares in accordance with Item 4.2 of the Contract. The notary public remitted the total advance deposit to Delo, d. d. on its account. Negotiations between the contracting parties took place during a meeting on 11 January 2012 in which the management board of the seller stated that all efforts of Delo, d. d. were focused at realising the sales contract, while the management board of 3 LAN, d. o. o. asserted that the buyer had rightfully submitted a withdrawal in accordance with the Contract. Delo, d. d. submitted a proposal that the buyer file a quality suit in the administrative dispute against the decision of the Ministry of Culture no. 61513-7/2010/68 of 13 December 2011 in which the latter had decided to reject the application of the legal entity 3 LAN, d. o. o. for the issue of consent for the acquisition of more than a 20% ownership stake in the assets of the company ČZP Večer, d. d. The buyer, 3 LAN, d. o. o. did not file a suit against the denoted decision and through a correspondence on 12 January 2012 demanded that Delo, d. d. return the deposit. Item IV in the Contract on the Sale of Shares of 23 June 2010 specifies when a seller may withdraw from the Contract without reimbursing the other contracting party for any damages. As a result, it may also among other reasons withdraw from the Contract for the reason cited in Item 4.1.3, namely if it becomes aware itself, through the buyer or indirectly through any other person if any of the three consents of Article 3 of the same Contract was refused. This item expressly defines that the seller’s right to withdraw is not dependent on whether any legal recourse had been lodged against the decisions refusing consent or not. In the actual case, the seller - Delo, d. d. was entitled to withdraw from the Contract after having been informed on
271
16 December 2011 that the Ministry of Culture had not issued the appropriate consent. The last paragraph of Item 4.1 specifies that if the seller withdraws from the said contract for any reason defined by this item, thus also in the case of Item 4.1.3, it must within a period of three business days from the day of withdrawal , i.e. 4. FINANCIAL REPORT LAŠKO GROUP
16 December 2011, send the buyer a written notification of the reasons for the withdrawl, i.e. by 16 December 2011 and send the buyer a written notification that contains a short explanation of the reasons for the withdrawal by registered mail or it would be deemed that the seller had not withdrawn from the contract. The contract provisions of Item 4.1 must be read in conjunction with Item 4.3. which defines in what cases the seller may retain the received deposit. Thus, Item 4.3.3. defines that the seller shall retain a deposit received, if it withdraws from the contract in accordance with Item 4.1.3., if one of the three consents from Article 3 of the contract (in this case, the refusal of consent by the Ministry of Culture) by the fault of the buyer. Item 4.3.3 also defines that by the fault of the buyer means that consent is refused due to the omission of due diligence and activities or efforts to obtain consent, thus that the buyer did not do everything neces-
LAŠKO GROUP
ANNUAL REPORT 2011
sary and within its power to obtain the appropriate consent. From the explanation in the decision of the Ministry of Culture of 13 December 2011 it can be deduced that 3 LAN, d. o. o. did not exert enough effort to obtain the consent and thus did not fulfil its obligations. The company 3 LAN, d. o. o. was ordered by the Ministry of Culture to prepare a management strategy for the company ČŽP Večer, d. d. which can be deemed a reasonable obligation and which 3 LAN, d. o. o. should have fulfilled within the context of due diligence.
9. Inventories
( in EUR ) 2011 2010
272
Materials and raw materials
13,600,208
19,831,502
Work in progress
2,232,780
3,938,198
Products 5,783,876 10,646,983 Merchandise 463,050 526,218 Transfer to assets available-for-sale - FRUCTAL
-
(11,607,022)
Transfer to assets available-for-sale - SPLIT
-
(722,424)
Transfer to assets available-for-sale - DELO
-
(1,236,600)
Total 22,079,914 21,376,855
The value of inventories compared to the previous year decreased by by EUR 1,114,894 or by 5.2%. No inventories were pledged as at 31 December 2011 nor any revaluation of the values of inventories implemented. The book value of inventories does not exceed their net recoverable value. The Group established a surplus of EUR 93,904 of inventory and a deficiency of EUR 90,089 during the regular annual inventory.
10. A. Short–term operating receivables
43,446,494
Foreign market
5,693,121
5,718,851
Less revaluation adjustments
(6,288,361)
(5,109,114)
Total 43,591,523 44,056,231 Short-tern operating receivables from others
3,984,057
5,486,328
Advances 984,265 292,599 Less revaluation adjustments
(1,829,816)
(2,248,059)
Balance of receivables as at 31 December 2011
46,730,029
47,587,099
Transfer to assets available-for-sale - FRUCTAL
-
(11,053,442)
Transfer to assets available-for-sale - SPLIT
-
(132,711)
Transfer to assets available-for-sale - DELO
-
(5,740,153)
Balance of receivables as at 31 December 2011
46,730,029
30,660,793
The total short-term receivables of the Group amounted to EUR 46,730,029 as at 31 December 2011, reflecting a 52.4 increase over the last day of the previous year. The increase is predominantly the result of increased sales in December 2011. The disclosed value of all short-term operating and other receivables
ANNUAL REPORT 2011
44,186,763
LAŠKO GROUP
Short-term trade receivables: Domestic market
4. FINANCIAL REPORT LAŠKO GROUP
in EUR ) 2011 2010
reflects their fair value.
273 Value adjustments of short-term operating receivables
( in EUR ) 2011 2010
Balance as at 1 January
5,109,114
6,931,669
Recovered written-off receivables
(332,812)
(336,055)
Final write-offs of receivables
(620,985)
(858,531)
Revaluation adjustments in the year
653,579
1,562,860
Increase in value adjustment due to lawsuits
10,620
1,048,057
Transfer to financial receivables
(476,678)
-
Other
- 479,627
Total 4,342,838 8,827,627 Transfer from/to non-current assets available-for-sale - FRUCTAL
-
(1,772,990)
Transfer from/to non-current assets available-for-sale - SPLIT
1,125,738
(1,125,738)
Transfer from/to non-current assets available-for-sale - DELO
819,785
(819,785)
6,288,361
5,109,114
Balance as at 31 December
Maturities of trade receivables
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR ) 2011 2010
TRADE RECEIVABLES unmatured 35,795,134 31,481,677 up to 30 days
4,285,558
7,503,176
from 30 to 60 days
2,071,141
2,594,445
from 60 to 90 days
1,252,718
767,103
above 90 days
6,475,333
13,601,989
Balance as at 31 December 2011
49,879,884
55,948,390
Transfer to assets available-for-sale - FRUCTAL
-
(12,826,432)
Transfer to assets available-for-sale - SPLIT
-
(81,901)
Transfer to assets available-for-sale - DELO
-
(5,930,460)
Balance as at 31 December 2011
49,879,884
37,109,597
Trade receivables in the amount of EUR 20,260,000 are used as insurance for bank loans.
LAŠKO GROUP
10. B. Short-term receivables for excess corporate income tax payment
( in EUR ) 2011 2010
Receivables for excess paid corporate income tax
407,636
1,612,961
Transfer to assets available-for-sale - DELO
-
(17,365)
Total
407,636
1,595,596
274
Short-term receivables for excess corporate tax payment refer to an excess of advance tax payments which are calculated on the basis of liabilities for 2010. Receivables from surplus corporate tax payments are disclosed by Radenska, d. d. and Delo, d. d.
11. Short–term loans
( in EUR ) 2011 2010
Short-term portion of long-term loans
-
346
Short-term deposits
3,275,000
4,186,633
Interest from loans to others
58,106
39,936
Short-term loans
84,744,473
83,961,209
Less valuation adjustment
(83,630,813)
(83,154,409)
Other short-term receivables from financing
663,731
-
Balance as at 31 December 2011
5,110,497
5,033,715
Transfer to assets available-for-sale - DELO
-
(300,000)
Balance as at 31 December 2011
5,110,497
4,733,715
As at 31 December 2011 the Group disclosed EUR 1,113,660 in short-term loans granted and EUR 3,275,000 in short-term deposits.
its subsidiaries at the time of approval, namely: EUR 54,250,000 in short-term loans to the company Infond Holding, d. d. and EUR 37,800,000 to the company Center naložbe, d. d. Due to insolvency and the introduction of bankruptcy and forced settlement proceedings, in 2009 the Group implemented a revaluation adjustment for the entire value of the loans granted to the two subsidiaries, showing financial expenses. As at 31 December 2011 the Group shows a lower value of loans and a revaluation of granted loans in the amount of EUR 9,400,000 due to the sale of Fructal, d. d. (the value of those loans and revaluation adjustments were included in the group of assets available-for-sale at the end of 2010). At the same time, on 31 December
4. FINANCIAL REPORT LAŠKO GROUP
The Group showed a revaluation adjustment of loans granted in the amount of EUR 83,630,813 on the last day of 2011. During 2009 the Group approved loans totalling EUR 92,050,000 to two companies which were
2011 the Group discloses a revaluation adjustment of interest on granted loans to the denoted companies
12. A. Short-term financial assets available-for-sale
( in EUR ) 2011 2010
Short-term financial assets available-for-sale at fair value
129,481,948
7,255,113
14,023,419
17,299,457
LAŠKO GROUP
The interest rates for short-term deposits range from 1.1 to 2.53%, and for short-term granted loans from 5.86 to 5.90%. The disclosed value of short-term loans reflects their fair value.
ANNUAL REPORT 2011
mentioned in the value of loans for lending to others in the amount of EUR 967,678.
Short-term financial assets available-for-sale at acquisition cost
Total 143,505,367 24,554,570
The value of short-term financial assets available-for-sale amounted to EUR 143,505,367 on the last day of 2011. In 2011 their value increased due to the transfer of the investment in Poslovni sistem Mercator (MELR) from short-term assets available-for-sale and decreased due to the sale of ZVTG shares of Triglav zavarovalnica and several smaller investments and the impairment of individual investments. The group discloses the following investments among short-term financial assets available-for-sale: investments in the shares of Poslovni sistem Mercator (23.34%) in the amount of EUR 129,189,627, investments in the shares of Elektro Maribor, d. d. in the amount of EUR 6,728,124 (5.74%), in the shares of Probanka, d. d. in the amount of EUR 2,109,625 (6.27%), in the shares of Premogovnika Velenje in the amount of EUR 4,000,000 (7.09%), in the shares of Elektra Gorenjska, d. d. in the amount of EUR 947,333 (1.6%), in the shares of Ceste Mostovi Celje, d. d. in the amount of EUR 238,355 (5.49%) and investments into the mutual funds Probanka Alfa, Perspektiva, Triglav renta, NLB skladi and the Primus mutual fund. The value of the investment in MELR shares amounted to EUR 132,934,216 on the last day of 2011. The management of the Laško Group assesses that it no longer has a significant influence on Poslovni sistem Mercator therefore the investment is no longer valuated according to the capital method since 1 January 2011. As at 31 December 2011 the Laško Group owns 878,841 shares or 23.34% stake (Pivovarna laško, d. d. 8.43%, Pivovarna Union, d. d., 12.33% and Radenska, d. d., 2.57%) of Poslovni sistem Mercator, d. d. The Group recognised financial revenues in the amount of EUR 7.030.728 due to dividends received in 2011. Due to the abandonment of the capital valuation method, the Group recognised an impairement of EUR 21,484,202 in
275
the consolidated income statement for 2011 which is partially reflected in the change in the value of capital. The value of these investments decreased in the amount of EUR 3,107,637 in comparison to the previous year due to impairment. The investment is valuated pursuant to the stock price of EUR 147.00 per share and 4. FINANCIAL REPORT LAŠKO GROUP
amounts to EUR 129,189,627 as at 31 December 2011. Movement of short-term financial assets available-for-sale
( in EUR ) 2011 2010
Balance as at 1 January
24,554,570
-
132,934,216
-
Changes in the year: Transfer from non-current assets available-for-sale (MELR)
LAŠKO GROUP
ANNUAL REPORT 2011
Impairment (3,107,637)
-
Revaluation (3,803,201)
-
Transfer from reserves
233,569
-
Transfer from DFN
-
24,554,570
Divestments (7,306,150) Balance as at 31 December
143,505,367
24,554,570
In 2011 the Group sold off the entire block of shares of Zavarovalnica Triglav, d. d., labelled ZVTG at a price of EUR 17.50 per share, totalling EUR 7,570,224 which without taking into account the sale of shares held by Fructal, d. d., amounted to EUR 7,098,424 which corresponds to the reduction in the amount of shortterm assets available-for-sale. Radenska, d. d. sold 366,944 shares in the total amount of EUR 6,421,520.00,
276
Pivovarna Union, d. d. sold 17,712 shares in the total amount of EUR 309,960 and Fructal, d. d. 26,960 in the total amount of EUR 471,800. In 2011 the sale of the investment in NLB fund in the amount of EUR 83,574, investment in the mutual fund Primus in the amount of EUR 83,459 and investments in the mutual funds Triglav renta, Perspektiva World Mix and Alfa uravnoteženi was also realised. An impairment of the investments in the shares of Probanka, d. d. in the amount of EUR 3,107,634, MELR shares as a difference between the value of the investment on 31 December 2011 and the value on the last day of the previous year of EUR 3,744,589 and impairment of other investments in the amount of EUR 58,612 are shown among impairments. For the purpose of insuring long- and short-term loans from banks, the Group pledged: 213,115 shares (6.27%) of Probanka, d. d., Maribor, 1,922,321 shares (5.74%) of company name missing and 270,648 shares of Elektro Gorenjske or 1.6% of all shares in the total amount of EUR 9,785,016.
12. B. Derivative financial instruments
The Group discloses an option contract for the purchase of shares of the company Birra Peja, Sh. a., Peć among derivative financial instruments which was appraised by a certified business appraiser at the end of 2010. Based on the appraisal, their fair value equals zero on 31 December 2010 and since the assumptions did not change in 2011 the option contract also did not change and on 31 December 2011 equals zero.
13. Cash in banks, cheques and cash in hand
21,356,755
1,208,426
41,226
33,280
Cash in foreign currencies
57,453
37,248
Cash in transit
48,330
355,159
Transfer to non-current assets available-for-sale - SPLIT
-
(10,564)
Transfer to non-current assets available-for-sale - DELO
-
(232,179)
Total 21,503,764 1,391,370
Cash in banks, cheques and cash in hand reflect their fair values. Cash and cash equivalents compared to the last day of last year increased significantly primarily due to the acquisition price paid for FRAG shares and deposited funds. Pivovarna Union deposited the money paid for the redemption of the option to purchase shares of Birra Pei, Sh. a. in the amount of EUR 4,739,782 and retained EUR 1,000,000 of the proceeds for a period of 18 months from the date of completion of the sale of FRAG shares. The majority of cash in banks represents the remainder of the proceeds from the sale of FRAG shares in the amount of EUR
ANNUAL REPORT 2011
Cash in banks Cash in hand and received cheques
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR ) 2011 2010
LAŠKO GROUP
11,362,486.
14. Deferred costs and accrued revenues
( in EUR ) 2011 2010
277 Deferred costs and accured revenues
525,338
476,844
Transfer to assets available-for-sale - SPLIT
-
(5,147)
Transfer to assets available-for-sale - DELO
-
(261,128)
Total 525,338 210,569
Deffered costs and accrued revenues refer to short-term deferred costs or expenses and short-term accrued revenues.
15. Capital of the majority shareholders
The capital of Pivovarna Laško, d.d. comprises called-up capital, capital reserves, revenue reserves, retained profit or loss from previous years, surpluses from the revaluation of financial investments classified into assets-for-sale and also not-yet distributed profit for the financial year. Share capital is shown as registered capital (capital from stakes or financial investment loans). Share capital is divided into called-up share capital and uncalled share capital. Uncalled share capital is a deduction from share capital. Called-up capital of the Group is defined in the Statute and amounts to EUR 36,503,305. It is divided into 8,747,652 freely transferable registered nominal shares. Each share gives its owner one voting right at the annual General Meeting of Shareholders and to participate in profits.
As at 31 December 2011 capital reserves totalled EUR 78,908,924. In past years capital reserves were formed from paid-in capital surpluses following two implemented capital injections from shareholders, which exceeded the nominal value of paid-in shares and a general revaluation adjustment of capital. The 4. FINANCIAL REPORT LAŠKO GROUP
value of the paid-in capital surplus comprised EUR 79,231,564 and that of the general revaluation adjustment of capital EUR 23,146,157. In past years, capital reserves were used to cover losses in the amount of EUR 23,468,797 so that their value on the last day of 2011 totals 78,908,924. Legal reserves in the amount of EUR 3,650,331, reserves for own shares in the amount of EUR 467,504, own shares as a deduction item in the amount of EUR 467,504 and other revenue reserves are shown among reserves. Legal reserves may be used for covering losses or endowment capital. The value of the reserves did not change in 2011. PILR, RARG, PULG and FRAG shares are shown among own shares. The Group had 24,081 PILR shares, 85 PULG and 19,236 RARG shares on the last day of 2011. The book value of PILR shares comprised EUR 265,373 on 31 December 2011 with the value of shares in subsidiaries accounting for EUR
ANNUAL REPORT 2011
141,533. Pivovarna Laško, d. d. had 755 PILR shares valued at EUR 8,320 and 23,326 shares of its subsidiaries valued at EUR 257,053. The Group divested 4,156 lots of its own PILR shares comprising a total value of EUR 30,196 in 2011. Net profit or loss from previous years increased due to the utilization of the revaluation surplus for the portion related to the amortisation of revalued real estate.
LAŠKO GROUP
The revaluation surplus was reduced by the effects of the revaluation of financial assets available-for-sale and the new fair value of EUR 1,514,872 and increased by the effect of the revaluation of fixed assets in the amount of EUR 6,108,231. The revaluation surplus was reduced further by the revaluation of deferred tax in the amount of EUR 395,105. Due to the abandonment of the capital method of valuation of MELR shares, the revaluation decreased by the share of the revaluation of fixed assets of the Mercator Group in the amount of EUR 37,976,794 and increased net profit from previous years by the same amount. The revaluation surplus
278
also increased in proportion to all other changes in equity of Poslovni system Mercator in the amount of EUR 4,185,142, which is also recognized in the current income statement for 2011 and for the effects of the sale of the Fructal Group in the amount of EUR 1,853,924. The Group’s capital in 2011 also increased due to the rose translation of the reserves for foreign exchange translation differences regarding foreign companies in the amount of EUR 13,554,472 and from the abandonment of the capital method of valuation of MELR and was formed as a percentage change of the capital of the Mercator Group in 2009 and 2010. The equity ownership structure as at 31 December 2011 is as follows:
1.
23.512 %
2.
7.067 %
Kapitalska družba, d.d.
3.
7.059 %
Probanka, d. d.
4.
7.029 %
GB, d. d. Kranj
5.
6.201 %
Skagen Kon-tiki Verdipapirfond
6.
5.708 %
NFD 1, delniški podsklad
7.
5.071 %
Abanka, d. d.
8.
3.263 %
Banka Celje, d. d.
9.
2.886 %
Banka Koper, d. d.
10.
2.635 %
Infond Holding, d. d., - v stečaju
11.
2.330 %
CPM, d. d., - v stečaju
12.
1.622 %
13.
1.557 %
14.
1.410 %
Probanka upravljanje, d. o. o., - PE Vzajemni
15.
1.129 %
Nova KBM, d. d.
16.
1.002 %
Other minority shareholders
17.
20.519 %
Total
100.000 % LAŠKO GROUP
D.S.U., d. o. o. Infond, d. o. o., - PE Uravnoteženi vzajemni
ANNUAL REPORT 2011
NLB, d. d. Hypo Alpe-Adria-Bank AG
4. FINANCIAL REPORT LAŠKO GROUP
Shareholder Position Stake in %
16. Capital of the minority shareholders
The capital of minority owners amounted to EUR 7,647,526 on the last day of 2011 and reflects a EUR 1,910,107 decrease in comparison to 2010. The capital of minority shareholders increased in 2011 by the ascertained net profit of the current year or by EUR 163,000, by the revaluation of fixed assets in the amount of EUR 118,028 and by the amount of deferred tax EUR 22,091 million. Decreases were recorded in the payment of dividends in the amount of EUR 64,835, the revaluation fo financial investments to their fair value in the amount of EUR 95,567 and the share of minority shareholders due to the sale of the Fructal Group in the amount of EUR 1,857,258.
17. Provisions for long–term accrued costs and deferred revenues
17. A. Long-term liabilities to employees
( in EUR ) 2011 2010
Provisions for severence pay and jubilee awards
4,785,771
6,972,137
-
(1,163,282)
-
(956,251)
-
(2,064,443)
Transfer to liabilities for non-current assets available-for-sale - FRUCTAL Transfer to liabilities for non-current assets available-for-sale - SPLIT Transfer to liabilities for non-current assets available-for-sale - DELO Total 4,785,771 2,788,161
279
Provisions are formed for foreseen severance payments and payments of jubilee awards for long-time service of employees on the balance sheet date, discounted by the current value and based on actuarial
4. FINANCIAL REPORT LAŠKO GROUP
calculations. The actuarial calculation of 31 December 2010 was performed for each employee so that it took into account the costs of retirement benefits appertaining to them on the basis of employment contracts and the cost of all expected jubilee premiums for the total service period until retirement. The actuary took into consideration the following assumptions in his calculation:
•E mployees according to the collective agreement and employees with individual contracts except for the Management Board are entitled to severance pay upon retirement equalling two average monthly gross salaries in the Republic of Slovenia for the past three months or namely, in the amount of two employee
ANNUAL REPORT 2011
salaries if this proves more favourable for the employee.
• J ubilee awards are paid out to employees based on the total length of service, namely 50, 75% or 100% of the average net salary in the company for the last three months for 10, 20 ,or 30 years respectively of services completed.
•N o growth in salaries and wages is foreseen for 2012;
LAŠKO GROUP
•T he 3.5 annual growth rate for severance payments and jubilee awards as prescribed in the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the tax base was taken into account;
• t he calculation of liabilities from severence payments is tied to the retirement service period of each individual employee.
280 •T he selected discount interest rate is 4.8% per annum; •E mployee turnover is predominantly dependant on their age; • e mployee mortality is taken into account through the use of mortality tables for 2007; • t he value of employer provisions in classifying an employee as redundant is equal to the current value of provisions for severance pay.
17. B. Provisions
( in EUR ) 2011 2010
Provisions and long-term accrued costs and deferred revenues
2,282,992
3,469,156
assets available-for-sale - FRUCTAL
-
(748,437)
Transfer to liabilities for non-current assets available-for-sale - SPLIT
-
(234,092)
Transfer to liabilities for non-current assets available-for-sale - DELO
-
(468,830)
Transfer to liabilities for non-current
Total 2,282,992 2,017,797
Long-term provisions relate to pending lawsuits of subsidiaries and are formed on the basis of attorney opinions and estimates.
Movement of long-term provisions and accrued costs and deferred revenues
1,633,374
1,154,787
2,017,797
4,805,958
956,251
-
234,092
1,190,343
2,064,443
-
468,830
2,533,273
Transfer to liabilities for non-current assets available-for-sale - SPLIT Transfer to liabilities for non-current assets available-for-sale - DELO Increases
113,168 185,487 56,758 355,413
Decreases - utilisation
(64,061)
(134,113)
(68,632)
(266,806)
(1,082,825)
(40,740)
(425,853)
(1,549,418)
3,620,350
1,165,421
2,282,992
7,068,763
Decreases - elimination Balance as at 31 December 2011
The Group formed additional long-term provisions in 2011 for severance pay upon retirement and jubilee awards in the amount of EUR 298,655 of which EUR 1,217,659 was dissolved or utilised. Other provisions
LAĹ KO GROUP
and long-term accrued costs and deferred revenues decreased by EUR 437,727 in 2011.
18. Long-term liabilities
18. A. Long-term financial liabilities
( in EUR ) 2011 2010
Long-term loans from banks
142,835,017
163,007,254
Other long-term financial liabilities
39,810
-
Long-term loans from other companies
-
71,019
Total 142,874,827 163,078,273 Transfer to short-term financial liabilities
(102,342,818)
(69,190,134)
Total 40,532,009 93,888,139 Transfer to liabilities for non-current assets available-for-sale - FRUCTAL
-
(5,244,452)
-
(1,221,187)
-
(3,158,602)
Transfer to liabilities for non-current assets available-for-sale - SPLIT Transfer to liabilities for non-current assets available-for-sale - DELO
4. FINANCIAL REPORT LAĹ KO GROUP
Balance as at 1 January 2011
Retirement Jubilee severance pay awards Other total
ANNUAL REPORT 2011
( in EUR )
Total 40,532,009 84,263,898
281
Maturities of long-term financial liabilities
4. FINANCIAL REPORT LAĹ KO GROUP
( in EUR ) 2011 2010
Maturities from 4 to 6 years
4,323,172
5,316,174
Maturities from 2 to 4 years
10,644,549
34,019,778
Maturities from 1 to 2 years
25,524,478
54,481,168
Short-term portion of long-term financial liabilities
102,342,818
69,190,134
Total 142,835,017 163,007,254
The interest rate for long-term loans of the Group fluctuated on average between 5.39 and 5.41% and for
LAĹ KO GROUP
ANNUAL REPORT 2011
the 6-month EURIBOR, between +3.25 and 3.9% in 2011.
282
16,705,971 1,066,667
-
- 2,556,831 13,082,473 12,055,331 1,027,142
Total - banks
- 1,023,184 1,512,039 1,330,237 199,815
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
163,007,254 7,668,167 1,000,000 4,350,000 9,154,070 142,835,017 102,342,818 40,492,199
-
3,781,250 - - - 2,781,250 1,000,000 600,000 400,000
-
2,535,223
Bank 15
Bank 16
- 305,556 5,809,196 5,448,085 361,111
728,897 - - - 710,884 18,013 - -
- 1,000,000
5,000,000 5,000,000 - - - - - -
3,800,000 - - - - 3,800,000 3,800,000 -
Bank 10
Bank 14
1,562,500 - - - - 1,562,500 1,562,500 -
Bank 9
Bank 13
- - - - - - - -
Bank 8
6,000,000 - - - 363,636 5,636,364 5,000,000 636,364
- - - - - - - -
Bank 7
5,114,752
3,000,000 - - - - 3,000,000 3,000,000 -
Bank 6
Bank 11
5,011,153 - - - 8,861 5,002,292 1,138,692 3,862,600
Bank 5
Bank 12
4,056,755 - - - 743,868 3,312,887 2,239,899 1,073,988
5,010,000 - - 4,350,000 660,000 - - -
Bank 3
Bank 4
100,700,753 1,601,500 - - - 99,099,253 66,168,074 32,931,179
Bank 2
Bank 1
Requalificat. to liabilities of Loan the group of New Transfer Portion principal assets available- loans among short- Repayments Loan principal maturing Long-term (in EUR ) 1 Jan 2011 for-sale in 2011 term loans in 2011 31 Dec 2011 in 2012 portion
Movement of long-term financial liabilities
283
The Group took out EUR 1,000,000 in new long-term loans in 2011 and achieved an agreement with banks regarding the rescheduling of short-term loans into long-term loans in the amount of EUR 4,350,000. EUR 7,205,078 of the long-term loans were repaid. A total of EUR 69,190,134 in long-term loans fell due 4. FINANCIAL REPORT LAŠKO GROUP
for payment in 2012 and are shown as short-term loans. The long-term financial liabilities of the Group are insured through a lien on securities, real estate and moveable assets, as described in more detail in Note 19.c. The disclosed value of long-term loans reflects their fair value.
18. B. Long–term operating liabilities
LAŠKO GROUP
ANNUAL REPORT 2011
( in EUR ) 2011 2010
Other long-term operating liabilities Transfer to liabilities for non-current assets available-for-sale - SPLIT
4,511
6,501
-
(6,501)
Total 4,511
-
18. C. Long-term deferred tax liabilities
Long-term deferred tax liabilities are calculated on the basis of temporary differences with consideration of liability method and tax rate valid in the year the receivables or liabilities for deferred tax are realized. The tax rate for the calculation of corporate income tax comprised 20% in 2011. See Note no. 7.
284 19. Short-term liabilities
19. A. Short–term operating liabilities
( in EUR ) 2011 2010
Short-term liabilities to Group companies as suppliers
518,209
68,946
Other short-term trade liabilities
19,907,908
30,386,922
to employees
4,347,753
4,897,704
Short-term operating liabilities to others: to the State
9,985,476
9,284,076
Short-term liabilities for advances
657,435
707,106
Other short-term liabilities
1,360,403
2,716,187
Total 36,777,184 48,060,941 Transfer to liabilities for non-current assets available-for-sale - FRUCTAL
-
(9,040,150)
-
(2,298,029)
-
(6,086,262)
Transfer to liabilities for non-current assets available-for-sale - SPLIT Transfer to liabilities for non-current assets available-for-sale - DELO Total 36,777,184 30,636,500
Short-term operating liabilities on 31 December 2011 amounted to EUR 36,777,184, reflecting a EUR 2,243,607 decrease over the last day of the previous year, taking into account the exclusion of the operating liabilities of the Fructal Group in 2010. ON 31 December 2011 in accordance with IFRS 5, the Laško Group
19. B. Short-term tax liabilities
( in EUR ) 2011 2010
Short-term tax liabilities
2,963,742
9,537
-
(9,537)
Transfer to liabilities for non-current assets available-for-sale - DELO
Total 2,963,742
-
ANNUAL REPORT 2011
realised in 2011 while the short-term operating liabilities of the Delo Group and Jadranska pivovara, d. d., were transferred back from liabilities of the group of assets available-for-sale.
4. FINANCIAL REPORT LAŠKO GROUP
transferred all the short-term operating liabilities of the Fructal Group, Delo Group and company Jadranska pivovara – Split, d. d. to liabilities connected to assets available-for-sale. The sale of the Fructal Group was
( in EUR ) 2011 2010
Short-term portion of long-term financial liabilities
102,342,819
69,190,134
Short-term financial liabilities from interests on loans
2,919,248
2,538,036
hort-term loans from banks
236,696,177
259,895,460
Other short-term liabilities from financing
6,472,086
6,265,335
Total 348,430,330 337,888,965 Transfer to liabilities for non-current assets available-for-sale - FRUCTAL
-
(8,804,938)
-
(2,138,564)
-
(13,664,790)
Transfer to liabilities for non-current assets available-for-sale - SPLIT Transfer to liabilities for non-current assets available-for-sale - DELO Total 348,430,330 313,280,673
LAŠKO GROUP
19. C. Short–term financial liabilities
285
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
14,114,752 37,855,000 5,448,085
10,060,303
Bank 7
Bank 8
1,320,000 4,350,000
Bank 10
1,000,000 1,000,000
18,610,095 1,200,000
14,110,884 - - - 710,884 13,400,000
2,994,751 - - - 3,952 2,990,799
5,500,000
1,562,500
1,332,052
Bank 14
Bank 15
Bank 16
Bank 17
Bank 18
Bank 19
Bank 20
Total - banks
329,085,597 140,943,229 102,342,819
- 233,332,649 339,038,996
- 638,393 600,000
90,000 - - - 90,000 -
- 600,000
638,393
Bank 22
- 1,332,052 1,330,237
- 1,562,500 1,562,500
- 3,800,000 5,500,000
- 8,610,095 11,200,000
- 1,000,000 1,000,000
Bank 21
- 1,330,237
- 1,562,500
- 3,800,000
-
-
- 2,000,000 8,000,000
7,000,000
Bank 13
- 3,000,000
2,000,000 - - - - 2,000,000
14,400,000 - - - 1,800,000 12,600,000
Bank 12
- 1,320,000 4,350,000
- 21,126,727 6,138,692
- 3,400,303 11,660,000
- 51,969,752 5,448,085
Bank 11
-
5,814,727 20,312,000 1,138,692
Bank 9
- 5,000,000
- 6,200,000 6,130,186
7,330,186 5,000,000
-
65,900,000 - - - - 65,900,000
Bank 6
- 28,896,210 1,905,192
- 37,002,403 20,121,980
Bank 5
-
2,497,454 28,303,948
27,014,421 23,887,981 6,221,981
- 1,279,581 5,239,901
- 60,589,797 151,961,424
Bank 4
Bank 3
- 2,239,900
4,279,582
121,515,497 19,034,300 72,001,424
Bank 2
Bank 1
Short-term Transfer Repayments Debt balance New loans portion of long- to long-term and extensions Debt balance ( in EUR ) 1 Jan 2011 in 2011 term fin. Liabilities loans in 2011 31 Dec 2011
Movement of short-term liabilities
286
The total short-term financial liabilities of the Group amounted to EUR 348,430,330 as at 31 December 2011 of which EUR 339,038,996 comprises loans from banks. The value of short-term loans from banks increased by EUR 9,953,399 in comparison to the last day of the previous year. The increase arose from an
mature in 2012. In 2011 the Group repaid or reached agreements on the extension of short-term loans in the amount of EUR 140,943,229, with EUR 233,332,649 in short-term bank loans repaid or extended and in comparison to the previous year, had increased by EUR 20,373,580. The disclosed value of short-term financial liabilities reflects their fair value. To insure the short-term loans the Company pledged 667,444 shares (100%) of Delo, d. d., 4,399,803
4. FINANCIAL REPORT LAŠKO GROUP
increase in the short-term portion of long-term loans in the amount of EUR 33,152,685 and a reduction for actual repayment of the value in the amount of EUR 23,199,283. EUR 102,342,819 in long-term loans will
shares (86.92%) of Radenska, d. d., 440,295 shares (97.6%) of Pivovarna Union, d. d., 861,110 shares shares of Elektro Maribor, d. d. (5.7%) and 645,003 shares (20.6%) of Thermana, d. d., Laško. The book value of the pledged shares based on data from individual financial statements on which the specific shares are valuated according to historical cost amounted to EUR 393,811,191 on 31 December 2011. A portion of the short-term loans are additionally insured with a mortgage and a lien on moveable assets and investment real estate. The book value of pledged real estate, moveable property and investment property totalled EUR 126,075,969 on 31 December 2011 with EUR 42,183,056 of the amount representing the pledged assets of
ANNUAL REPORT 2011
(22.87%) of Poslovni sistem Mercator, d. d., 213,115 shares (6.27%) of Probanka, d. d., Maribor, 1,922,321
on 31 December 2011 was EUR 20,260,000 and a lien on the brand names of Pivovarna Laško, d. d. in the amount of EUR 50,000,000. The value of all unpaid short-term loans which were insured through shares, a mortgage, liens on moveable assets, investment real estate and receivables for insured short-term loans amounted to EUR 339,038,996 as at 31 December 2011, while the value of long-term bank loans totalled EUR
LAŠKO GROUP
subsidiaries. Short-term loans of the Company are additionally insured through receivables whose value
40,309,482.
287 The average effective interest rate for short-term loans taken out fluctuated between 5.68 and 5.99% of the fixed or variable 1-month EURIBOR, increased by 4.3 to 4.5 percentage points and the 6-month EURIBOR, increased by 4 percentage points.
20. Accrued costs and deferred revenues
( in EUR ) 2011 2010
Short-term accrued costs and deferred revenues
8,433,292
6,961,970
Transfer to liabilities for non-current assets available-for-sale - SPLIT
-
(9,752)
Transfer to liabilities for non-current assets available-for-sale - DELO
-
(2,227,039)
Total 8,433,292 4,725,179
Accrued costs and deferred revenues relate primarily to accrued costs for unused annual leave of employees and accrued severance pay for redundant employees and the receipt of a deposit of EUR 925,000 from a potential purchaser for the acquisition of a stake in Večer, d. d.,Maribor by Delo, d. d. The buyer later withdrew from the contract therefore pursuant to the contractual provisions; the deposit belongs to the seller.
21. Analysis of revenues from sales and expenses
The analysis of revenues and expenses regards the retained operations, i.e. those of the Laško Group with4. FINANCIAL REPORT LAŠKO GROUP
out the Fructal Group and Jadranska pivovara. For the purpose of ensuring comparability, the data from 2010 are adapted with the effects of the Fructal Group and Jadranska pivovara – Split, d. d. removed.
21. A. Analysis of sales revenues by market
( in EUR ) 2011 2010
Revenues from the sale of products and services in Slovenia
232,246,501
224,399,517
30,331,941
24,873,450
1,453,408
914,415
705,423
131,923
ANNUAL REPORT 2011
Revenues from the sale of products and services in foreign markets Revenues from the sale of materials and merchandise in Slovenia Revenues from the sale of materials and merchandise in foreign markets
LAŠKO GROUP
Total 264,737,273 250,319,305
21. B. Analysis of sales revenues by country
( in EUR ) 2011 2010
288 Sales revenues in Slovenia
233,699,909
225,313,932
Sales revenues in foreign markets
31,037,364
25,005,373
Total 264,737,273 250,319,305
In 2011 the Group generated 85% of its net sales revenues on domestic markets and the remaining 15% on foreign markets. Sales revenues on foreign markets were predominantly realised from sales on the markets of the former Yugoslavia and in the EU.
21. C. Other operating revenues
Other operating revenues amounted to EUR 5,498,458, and were EUR 2,510,683 higher than in the previous year. Revenues from the sale of fixed assets, collected receivables for which a revaluation of receivables was formed in previous years, revenues from the dissolution of long-term provisions and obtained subsidies are shown among other operating revenues.
21. D. Analysis of costs by category
93,299,604
80,659,230
74,751,595
72,302,899
Depreciation 19,585,979 20,968,032 Operating expenses from the revaluation of fixed assets
11,253,951
8,689,940
Operating expenses from the revaluation of current assets
566,444
303,657
Labour costs
36,545,742
35,141,377
Social security costs
6,994,618
6,588,258
Other labour costs
5,762,895
7,264,094
Costs of provisions
298,655
537,108
Other operating costs
5,918,214
6,335,617
Total 254,977,697 238,790,212
Operating expenses in 2011 amounted to EUR 254,977,697 showing an increase of EUR 16,599,318 over the previous year. In 2011, the Group impaired the value of the brands of Delo, d. d. by the amount of EUR
ANNUAL REPORT 2011
Costs of materials, raw materials and merchandise Cost of services
4. FINANCIAL REPORT LAĹ KO GROUP
( in EUR ) 2011 2010
with the previous year increased by EUR 13,018,366, which is mainly due to increases in the prices of certain raw materials, intermediate goods and energy. The costs of services in comparison with the previous year increased by EUR 2,448,696, while the labour costs increased by EUR 309,525. A significant reduction was recorded with regard to the depreciation expense, which compared with the previous year had decreased by
LAĹ KO GROUP
5,837,647 and in 2010by EUR 8,543,891.Costs of materials, raw materials and merchandise in comparison
EUR 3,589,748 due to a reduction in investments in recent years.
289 21. E. Costs by functional group Year 2011 ( in EUR )
Production Costs of costs of products Sales general and goods sold costs activities
Total
Costs of merchandise soled (Horeca)
-
746,537
-
746,537
Costs of materials, raw materials and merchandise
82,468,327 8,946,235 1,138,507 92,553,069
Cost of services
23,131,801
Depreciation
15,457,275 2,051,256 2,077,448 19,585,979
Labour costs
32,169,033 7,656,702 9,477,521 49,303,256
40,775,978
10,843,814
74,751,593
Operating expenses from the revaluation of fixed assets
1,838,856
973,817
8,441,278
11,253,951
4,936
194,721
366,787
566,444
Operating expenses from the revaluation of current assets Costs of provisions Other costs Total
74,497
17,431
206,727
298,655
2,512,264
627,289
2,778,660
5,918,213
157,656,989 61,989,966 35,330,742 254,977,697
4. FINANCIAL REPORT LAŠKO GROUP
Year 2010 ( in EUR )
and merchandise
76,626,155
836,725
3,196,350
80,659,230
Cost of services
24,048,304
36,723,182
11,531,413
72,302,899
Depreciation
15,739,944 2,371,109 2,856,979 20,968,032
Labour costs
66,985
30,185
8,592,770
8,689,940
4,831
186,116
112,710
303,657
the revaluation of current assets 29,509,115
9,616,971
9,867,643
48,993,729
95,282
248,165
537,108
Operating expenses from the revaluation of fixed assets Operating expenses from
ANNUAL REPORT 2011
Other costs
LAŠKO GROUP
Total
Costs of materials, raw materials
Costs of provisions
290
Production Costs of costs of products Sales general and goods sold costs activities
Total
193,661
2,707,780 1,598,795 2,029,042 6,335,617 148,896,775 51,458,365 38,435,072 238,790,212
The value of audit costs for the Laško Group in 2011 totalled EUR 122,500.
22. Net financial expenses
( in EUR ) 2011 2010
Financial revenues without exchange rate differences
9,547,842
2,123,526
Financial revenues from profit participation
7,373,270
558,121
Financial revenues from loans granted
671,111
1,455,427
Financial receivables from operating receivables
341,183
107,622
Financial revenues from the sale of securities
1,162,278
2,356
Financial expenses without exchange rate differences
(49,703,678)
(25,865,191)
Financial expenses from impairment and write-offs of financial investments
(26,071,300)
(5,674,697)
Financial expenses from financial liabilities
(23,370,461)
(20,222,912)
Financial expenses from operating liabilities
(261,917)
32,418
Exchange rate differences from financing
(1,156)
(42,960)
Negative exchange rate differences
(1,809)
(97,836)
Positive exchange rate differences
653
54,876
Net financial expenses
(40,156,992)
(23,784,625)
The surplus of financial expenses over financial revenues comprises EUR 40,156,992. Financial expenses for interest from bank loans amounted to EUR 23,370,462 while financial expenses from the impairment of financial investments amounted to EUR 26,071,346. The majority of financial expenses from the impairment of financial investments, or EUR 21,484,202 resulted from the impairment of MELR shares. Among impairments of other investments, the greatest impairment was recorded for the shares of Probanka, d. d. in the amount of EUR 3,107,637 company Večer, d. d. in the amount of EUR 988,904.
23. Share of the (loss)/profits in associated companies
( in EUR ) 2011 2010
Share in (loss)/profit in associated companies
-
4,112,331
Total
- 4,112,331
The Group did not generate and financial revenues or financial expenses in 2011 from the heading of participation in the profits of subsidiaries since the investments in the subsidiaries were impaired and their values are equal to zero. The Group generated financial revenues from participation in the profits of Poslovni
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR ) 2011 2010
Current tax
1,697,944
946,449
Deferred tax
(5,130,688)
(3,766,396)
Total (3,432,744) (2,819,947)
LAŠKO GROUP
24. Corporate income tax
ANNUAL REPORT 2011
system Mercator in the amount of EUR 4,112,331 in 2010.
Due to the positive tax base, the companies Pivovarna Union, d. d. and Laško grupa, d. o. o., Zagreb disclosed a tax liability of EUR 1,697,944. The income tax of the Group differs from the theoretical tax amount which would arise if the basic tax rates of the domestic country were used. The tax base is calculated as a difference between taxable revenues and taxable expenses at the level of each individual company in the Group. If taxable expenses exceeds taxable revenues the company will show a tax loss which can be covered from future taxable revenues. The following companies in the Laško Group showed a covered tax loss as at 31 December 2011: Pivovarna Laško, d. d., in the amount of EUR 4,473,067, Jadranska pivovara – Split, d. d., in the amount of EUR 29,048,173 and Radenska, d. d. in the amount of EUR 1,258,460. The tax base is reduced by tax deductions related to:
•d eductions for research and development; •d eductions for voluntary supplementary pension insurance; •d eductions for the employment of disabled persons and •d eductions for donations. The authorities can check the operations of a business and require the payment of additional tax as a result, along with past interest or penalties which have to do with the revenue tax or other taxes and contributions, anytime within five years of when the tax is levied. The Management Board of the Company is not aware of any circumstances which could represent significant liabilities under this heading.
291
Deferred tax which affects profit or loss is shown in the table entitled movement of long-term receivables
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAĹ KO GROUP
for deferred tax (Note 7) and in the table entitled movement of long-term liabilities for deferred tax (Note 18. C).
25. Cash flow from operations
( in EUR ) 2011 2010
Operating profit for the period
9,887,269
(9,945,684)
18,802,472
23,345,636
Adjustments for: Depreciation of property, plant and equipment and investment property Depreciation of intangible fixed assets
783,506
1,095,821
Write-offs and revaluation of long-term assets
19,435,782
27,244,086
Write-offs and revaluation of short-term assets
680,023
1,138,202
Net movement in provisions
153,486
725,229
Exchange rate differences from operations
354,734
-
Payment of profit participation in associated companies
-
6,327,373
Total adjustments
40,210,003
59,876,347
Inventories and non-current assets available-for-sale
(6,158,966)
15,918,998
Operating and other receivables
(16,536,979)
(27,406,638)
Operating and other liabilities
5,396,313
16,269,211
LAĹ KO GROUP
Changes in working capital
(17,299,632) Cash generated from operating activities
32,797,640
4,781,571 54,712,234
292 26. Segment reporting
26. A. Business segments
Business segments are divided into four parts each of which is monitored separately, i.e. beer segment, other beverages segment, newspaper-publishing segment and other segment. The other segment monitors the sale of services, by-products and merchandise. This segment includes all investments that fall outside the core business of the Group. The liabilities of the other segment include the value of financial liabilities on 31 December 2011 which the Group assumed for the financing of investments (also including the loans granted to the companies Center NaloĹžbe, d. d. and Infond Holding, d. d. the value of which was completely impaired in 2009 following the non-settlement of financial liabilities).
Total
Net sales revenues by segment
147,610,795 55,274,902 54,601,594
7,249,982 264,737,273
Net sales revenues
147,610,795 55,274,902 54,601,594
7,249,982 264,737,273
26,707,281 (5,115,419) (5,540,059) (128,695) 15,923,108
Financial expenses (net) (40,156,994) Profit/loss before taxes (24,233,886) Taxes 3,432,744 Profit/loss for the accounting period (20,801,142) 199,351,784 99,113,802 42,251,029 146,630,862 487,347,477
Brands
46,461,058 - 18,677,374 - 65,138,432
Goodwill
17,197,380 - - - 17,197,380
Liabilities by segment Investments Depreciation
267,120,802 48,895,502 54,709,064 73,484,463 444,209,831 5,527,440 4,247,528 1,165,827 278,462 11,219,257 11,438,609 5,038,461 3,025,250
83,658 19,585,978
Operating expenses from revaluations and provisions
ANNUAL REPORT 2011
Assets by segment
5,480,557 265,288 6,074,550 298,655 12,119,050
LAŠKO GROUP
Operating profit/loss
4. FINANCIAL REPORT LAŠKO GROUP
Newspaper Year 2011 Other publishing ( in EUR ) Beer beverages activity Other
293
4. FINANCIAL REPORT LAĹ KO GROUP
Newspaper Year 2011 Other publishing ( in EUR ) Beer beverages activity Other
Total
Net sales revenues by segment
136,016,473 51,780,628 53,728,877
6,562,880 248,088,858
Net sales revenues
136,016,473 51,780,628 53,728,877
6,562,880 248,088,858
Operating profit/loss
22,531,067 (2,450,653) (8,201,132) (1,651,336) 10,227,946
Financial expenses (net) (26,414,716) Share of (loss)/profit in associated companies
6,742,331
Profit/loss before taxes (9,444,439) Taxes 2,819,947
LAĹ KO GROUP
ANNUAL REPORT 2011
Profit/loss for the accounting period (6,624,492) Assets by segment
159,068,557 159,390,693 72,240,500 182,493,514 573,193,264
Brands 46,461,058 Goodwill 17,197,380 Liabilities by segment
280,486,144 84,249,126 64,735,823 75,491,635 504,962,728
Investments
8,739,010 4,088,024 1,452,545 373,665 14,653,244
Depreciation
12,900,975 4,522,423 2,920,426 624,208 20,968,032
Operating expenses from revaluations and provisions
1,239,182 (831,198) 8,585,613 537,018 9,530,615
294 Sales by geographic segments are disclosed in Note 26. B.
26. B. Geographic segments
Foreign markets
31,037,365
25,005,373
Total 264,737,273 248,088,858 Assets Slovenia 460,740,784 525,763,815 Foreign markets
26,606,693
47,112,300
Investments in associated companies
-
317,148
Brands (Slovenia)
65,138,432
46,461,058
Goodwill (Slovenia)
17,197,380
17,197,380
Total 569,683,289 636,851,701 Investments
ANNUAL REPORT 2011
Net sales revenues Slovenia 233,699,908 223,083,485
4. FINANCIAL REPORT LAĹ KO GROUP
( in EUR ) 2011 2010
-
673,519
Total 11,219,257 14,653,244
Net sales revenues on foreign markets were predominantly realised on the markets of the former Yugoslavia while assets on foreign markets relate exclusively to assets in the countries of the former Yugoslavia. 27. Loss per share
Net loss per share is calculated with the distribution of net revenue which belongs to the shareholders, with the weighted average number of shares which are on the market during the year, with the exception of the average number of own shares. ( in EUR ) 2011 2010
Total yield of majority shareholders
(27,669,598)
(25,574,602)
Number of all issued ordinary shares
8,747,652
8,747,652
Own shares
38,079
42,973
Weighted number of issued ordinary shares
8,709,573
8,704,679
Net yield per share
(3.18)
(2.94)
Adjusted yield per share
(3.18)
(2.94)
LAĹ KO GROUP
Slovenia 11,219,257 13,979,725 Foreign markets
295
4. FINANCIAL REPORT LAŠKO GROUP
( in EUR ) 2011 2010
Loss from continuig operating
(20,801,140)
(4,394,045)
Number of all issued ordinary shares
8,747,652
8,747,652
Own shares
38,079
42,973
Weighted number of issued ordinary shares
8,709,573
8,704,679
Net yield per share
(2.39)
(0.50)
Adjusted yield per share
(2.39)
(0.50)
28. Comprehensive yield per share
LAŠKO GROUP
ANNUAL REPORT 2011
( v EUR ) 2011 2010
296
Total coprehensive incom of majority owners’ share
(6,045,902)
(30,285,944)
Number of all issued ordinary shares
8,747,652
8,747,652
Own shares
38,079
42,973
Weighted number of issued ordinary shares
8,709,573
8,704,679
Net yield per share
(0.69)
(3.48)
Adjusted yield per share
(0.69)
(3.48)
29. Dividends per share
The parent company Pivovarna Laško, d. d. did not pay out dividends in 2011, nor did it pay dividends in 2010. In 2011 it only paid out dividends to its subsidiary Radenska, d. d. Minority shareholders of Radenska, d. d. obtained dividends totalling EUR 64,835.
30. Discontinued operations
Due to the termination of operations of the company Jadranska pivovara – Split, d. d., in accordance with
Net sales revenues
58,675,181
56,098,848
Changes in inventories of products and work in progress
1,050,201
1,054,304
Capitalised own products and services
20,730
30,170
Other operating revenues
1,115,289
1,756,639
Costs of goods, materials and services
(46,477,435)
(44,729,950)
Labour costs
(9,516,038)
(10,945,522)
Amortisation and depreciation of
(10,128,560)
(22,862,116)
intangible and property, plant and equipment
(84,745)
(1,750,880)
Other operating liabilities
(690,462)
(995,811)
OPERATING PROFIT/LOSS
(6,035,839)
(22,344,318)
Financial revenues
202,074
156,966
Financial expenses
(1,203,069)
(1,445,328)
OPERATING PROFIT BEFORE TAXES
(7,036,834)
(23,632,680)
Taxes 1,777,821 Deferred taxes
59,221
(2,109,497)
(2,267,141)
(6,705,158)
(21,424,760)
Net profit/loss per share
(0.77)
(2.46)
Adjusted net profit/loss per share
(0.77)
(2.46)
NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT Generated profit/loss per share for majority stake from operations
Cash flow from discontinued operations
( in EUR ) 2011 2010
Net cash flow from operating activities
(182,087)
4,070,115
Net cash flow from investing activities
35,171,405
(1,188,127)
Net cash flow from financing activities
(23,538,490)
(3,042,649)
Total net cash flow
11,450,828
(160,661)
ANNUAL REPORT 2011
( in EUR ) 2011 2010
LAŠKO GROUP
Net profit or loss for the period due to discontinued operations (Fructal Group and Jadranska pivovara – Split, d. d.)
4. FINANCIAL REPORT LAŠKO GROUP
IFRS 5, Pivovarna Laško, d. d., disclosed the effets thereof under the heading discontinued operations:
297
31. Sale of the Fructal Group
Pivovarna Union, d. d. sold its investment in its Fructal, d. d., Ajdovščina for a contractual price of EUR 4. FINANCIAL REPORT LAŠKO GROUP
35,300,000 on 16 December 2011. It retained EUR 1,000,000 of the received proceeds for 18 months of the date of the conclusion of sale which it shows among cash and cash equivalents. EUR 22,937,514 in loans were repaid to banks from the acquisition price, while the remainder of the acquisition price in the amount of EUR 11,362,486 was retained by Pivovarna Union in the form of short-term deposits with banks for the purpose of repaying received loans.
32. Financial risks
ANNUAL REPORT 2011
32. A. Credit risk
Credit risk comprises all risks having an effect on decreasing the economic benefits of the Group due to the insolvency of business partners (buyers) and non-fulfilment of contractual liabilities. For this reason, the Group regularly supervises and monitors financial receivables from both wholesalers and retailer customers. The Company predominantly does business with known and verified business partners whose credit ratings it monitors concurrently. Based on the aforementioned a limit is defined for each partner representing the limit for goods that can be supplied to an individual buyer. Buyers displaying a markedly low credit rating
LAŠKO GROUP
are provided with goods only on an advance payment basis. In this manner buyers are restricted from purchasing goods exceeding their payment capacities. Within the scope of credit risk management, the Group utilizes mutual and chain compensation which also have a positive effect on ensuring adequate cash flow for the Group. Accounts receivables are insured with traditional instruments for claim insurance, such as: bill, bank guarantee and mortgage. The finance departments of individual companies monitor the receivables by business partner and maturity on a concurrent basis and through concurrent collection both internally
298
via their own collection offices and via external agencies with a large portion of receivables collected prior to judicial enforcement. The charging of default interest, issuing of written reminders and in the end phase also implementation of judicial enforcement of matured receivables has resulted in improved payment discipline of buyers and limits the write-off of uncollectible receivables to a minimum. The Group did not record any significant write-offs of receivables due to non-payment in 2011. Credit risk is managed and represents a moderate degree of exposure.
32. B. Interest rate risk
Interest rate risks represent the possibility change in the interest rate on the financial market, mainly due to taking out long-term loans linked to a variable interest rate (EURIBOR). According to economic forecasts for the Euro area, a turnaround in the trend of projected growth of the reference rate can be expected. The current forecast is moving towards a reduction in the Euribor. Financing under variable interest rate conditions represents one third of all Company financing while the other two thirds represents loans with a fixed interest rate. The hedging of interest rates is undoubtedly a good idea in the case of long-term debt based on variable interest rates; the Company’s loan principals fall due in the next three years. The Group achieved an agreement with bank creditors regarding a payment moratorium for all long-term credit instalments and to extend the payment deadlines of all short-term loans till 30 March 2012. Events on the financial market are monitored as due to the high degree of indebtedness the Group will have to conclude an appropriate interest-rate hedge in the correct moment. The Group’s exposure to interest rate risks is assessed as still high, but manageable.
5.18
-
28,587,749
6.18
4,625,849
19,336,051
4.18
(4,625,849)
30,900,674
6.68
6,938,774
17,023,126
3.68
(6,938,774)
Expenses if the interest rate is raised by 1% Expenses if the interest rate is lowered by 1% Expenses if the interest rate is raised by 1.5% Expenses if the interest rate is lowered by 1.5%
If the average interest rate increased by 1% expenses would increase by EUR 4,625,849, and for 1.5% by EUR 6,938,774. If the average interest rate decreased by 1% expenses would decrease by EUR 4,625,849 EUR, and for 1.5% by EUR 6,938,774
32. C. Currency risk
Currency risk had a negligible impact on the Group’s operations in 2011 for the majority of transactions
ANNUAL REPORT 2011
23,961,900
LAŠKO GROUP
Actual financial expenses from interest
4. FINANCIAL REPORT LAŠKO GROUP
Average Amount interest Difference ( in EUR ) of interest rate in % in interest
with foreign markets were denominated in euros.
299 32. D. Liquidity risk
As at 31 December 2011 the Laško Group shows a surplus of short-term liabilities over short-term assets in the amount of EUR 148,014,634 which represents a high level of liquidity risk to which the parent company Pivovarna Laško, d. d. is most exposed. In accordance with the adopted five-year strategy of operations for the Laško Group, procedures for the sale of all non-strategic investments began to be intensively implemented in 2010. In the event of successfully concluded divestments, the Group will immensely decrease its indebtedness and consequently its exposure to liquidity risk. Within the Group, indebtedness of individual companies will decrease in various degrees. Uncertainty remains regarding the success of the divestment of financial investments and unnecessary property, even alongside a successful disinvestment the partner company Pivovarna Laško, d. d. will still remain over-indebted while individual subsidiary companies will have an excess of freely liquid assets. Therefore the payment of dividends by the subsidiaries is envisaged in the financial restructuring plan. In this way the parent company would partially improve its liquidity position and business result. The increase in sustainable sources would enable the maintenance and increase of value of the assets or its owners. The sale of the Fructal Group was successfully concluded in 2011 while selling procedures for the remaining investments were unsuccessfully concluded. Procedures for the sale of a 79.25% stake in the newspaper company Večer, d. d., 100% stake in the company Delo, d. d., 99.10% stake in the company Jadranska pivovara – Split, d. d. and a 23.34% stake in the company Poslovni sistem Mercator, d. d. were being carried out in 2011. The Management Board will
continue to endeavour to sell off non-strategic investments and assets not required for business and renew activities with respect to divestment.
4. FINANCIAL REPORT LAĹ KO GROUP
Until the successfully implemented sale of individual investments, the Group will experience serious liquidity problems which it will only be able to successfully resolve through agreements with banks (with the latter acting as creditors or as important owners of the Group). The only solution for the liquidity position of the Group in the event of the unsuccessful sale of the assets is the acquisition of new sustainable sources (capital increase). Discussions with banks regarding the possibilities of a comprehensive reprogramming of debt in the long-term are being carried out within the scope of strategic measures involving financial restructuring as a supplement to permanent reconciliation with banks on the extension of payment for matured loan instalments to the level of the Group. Discussions with regard to the reprogramming of debt are being implemented daily whereas discussions regarding the acquisition of new sustainable sources have
LAĹ KO GROUP
ANNUAL REPORT 2011
not yet taken place.
300
It is calculated as a ratio between the total value of capital and number of shares: ( in EUR ) 2011 2010
Financial liabilities
388,962,339
406,826,783
Cash and cash equivalents
21,503,764
1,391,370
Net financial liabilities
367,458,575
405,435,413
Capital 125,473,457 131,889,003 Gearing ratio (in %)
292.86
307.41
From the gearing ratio, it is apparent that the Company is over-indebted.
32. E. Cash flow risk
Cash flow risk is reflected in risk regarding the fair values of assets. Risk can be managed using derivative financial instruments. The company did not insure against the fair value risks in 2011 therefore the risks defined in the table below exist and relate to the shares of Poslovni sistem Mercator (MELR). The market price of MELR shares as at 31 December 2011 was EUR 147. If the prices of the shares should increase or decrease, a risk regarding a change in the fair values denoted in the table below could arise. Investments carried at cost or investments in associated companies valuated in accordance with the rules of the capital method are not included in the risk calculation. Difference-effect Difference-effect Fair value on the value on revaluation Difference-effect as at of financial surplus/ on deferred ( in EUR ) 31 Dec 2011 investments profit or loss tax liabilities
Market value of MELR shares as at 31 Dec 2011
129,189,627
-
-
-
Increase in price by 20%
155,027,552
25,837,925
20,670,340
5,167,585
Decrease in price by 20%
103,351,702
(25,837,925)
(20,670,340)
(5,167,585)
Increase in price by 5%
135,649,108
6,459,481
5,167,585
1,291,896
Decrease in price by 5%
122,730,146
(6,459,481)
(5,167,585)
(1,291,896)
The Group breaks down the measurement of financial assets (categorised in accordance with IAS 39) in the statement of financial position according to the following levels:
• Level 2: fair value directly or indirectly derived from other sources on the market which can be monitored, other than market prices in active markets for securities and
•L evel 3: fair values resulting from valuation techniques based on the sources that that can not be monitored on markets.
4. FINANCIAL REPORT LAŠKO GROUP
• Level 1: fair values are derived from market prices (excluding adjustments) on active securities markets,
( in EUR ) 2011 2010
Level 1
129,487,600
7,809,049
Level 2
9,785,017
12,892,650
Level 3
8,190,000
9,178,904
ANNUAL REPORT 2011
Financial assets available-for-sale measured at fair value as at 31 December
33. Contingent liabilities
LAŠKO GROUP
Total 147,462,617 29,880,603
Contingent liabilities refer to guarantees or sureties given in the amount of EUR 2,083,516 to associated companies for loans taken out with banks and to other non-related entities in the amount of EUR 470,000. It should be mentioned that contingent liabilities also include the contingent liability arising from the patronage statement signed by Mr. Boško Šrot, the previous Director of Pivovarna Laško, d. d. in January 2009 which was addressed to the company Pertutnina Ptuj, d. d. With this statement, the parent company Pivovarna Laško, d. d. guarantees Perutnina Ptuj, d. d. that it would fulfil the denoted obligations of EUR 20 million with pertaining interest. Contingent liabilities of the Group in the annual report for the year ended on 31 December 2008 were not disclosed in accordance with IFRS. On 20 November 2009 Perutnina Ptuj, d. d. demanded a refund of EUR 11,600,120 from the parent company Pivovarna Laško, d. d.. The denoted amount regards a loan taken out on the basis of a signed patronage statement by Perutnina Ptuj, d. d. and approved by the companies Center naložbe, d. d. and Infond Holding, d. d. The Group with the aid of legal experts is examining the claim and desires to establish the likelihood of having to return the demanded amount. It has obtained a number of legal opinions for this purpose. Based on the legal opinions obtained the management of the Group estimates that no obligation to pay the demanded amount exists for the Group therefore the Group did not disclose the said liability in its accounting ledgers. On 15 February 2011 Pivovarna Laško, d. d. received a lawsuit in connection to the patronage statement from the District Court in Celje which Mr. Boško Šrot as the Director of the Company supposedly signed on 10 January 2009. In the lawsuit, the plaintiff Perutnina Ptuj, d. d. is demanding a payment of EUR 10,116,489 with the legally prescribed default interest from 1 January 2010 onwards until payment. Pivovarna Laško, d. d. has filed an appeal against the lawsuit in court. Thirty plaintiffs - small shareholders of the company Mercator, d. d. filed an action against the companies Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska, d. d. and Infond Holding, d. d. (undergoing bankruptcy proceedings) for the payment of compensation (in the total amount of EUR 418,505.65) due to viola-
301
tions of the Takeovers Act. The plaintiffs contend that due to the ommission of the duty for the sumbission of the takeover bid on the part of Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska, d. d. and Infond Holdinga, d. d., (undergoing bankruptcy proceedings), they were not aware of the takeover due to which they 4. FINANCIAL REPORT LAŠKO GROUP
suffered damages in the amount of EUR 257.19 per share. In a decision on 30 November 2011, the court rejected the demands of the plaintiffs as unfounded during one of the procedures. According to the court, the denoted procedure was merely a draft procedure. The remaining plaintiffs began withdrawing their lawsuits following the issue of the judgement. Twenty-four plaintiffs have withdrawn from the lawsuit to date. The Group excepts the remaining plaintiffs to also withdraw their lawsuits. On 13 January 2012, the Group received a lawsuit from the plaintiff Era Good, d. o. o. against the defendants Pivovarna Laško, d. d., Pivovarna Union, d. d. and Radenska, d. d., Radenci regarding the payment of compensation in a total amount of EUR 958,356.00 (Pivovarna Laško EUR 509,749.55, Pivovarna Union EUR 348,458.24, Radenska EUR 100,148.21) with default interest. The defendant in its lawsuit asserts that
ANNUAL REPORT 2011
the rebate policy such as the one established by the Laško Group constitutes an abuse of its dominant position under Prevention of the Restriction of Competition Act (ZPOmK-2), that it is discriminatory. Due to the Laško Group’s policy of rebates, the plaintiff was placed at a competitive disadvantage and suffered damage as a result. In this matter, the court issued a decision ordering the plaintiff and defendant to file a preparatory form by 14 May 2012 at the latest in which they should indicate all relevant arguments and submit all evidence. The Group feels the lawsuit to be without basis and unfounded.
LAŠKO GROUP
The denationalisation beneficiaries Michael Wiesler and Barbara Purre-Wiesler (the grandchildren of Dr. Anton Šairič) filed a request on 20 December 2010 in an out-of-court procedure based on the Enforcement of Criminal Sanctions Act for the restitution of seized property which was nationalised from Anton Šarič through a judgement of the court Sodišča slovenske narodne časti. The beneficiaries assessed the value of the property to be EUR 14.5 million. The beneficiaries assessed the value of the assets to be EUR 14.5 million. They are additionally enforcing the return of 12 brands of Radenska, d. d., Radencie and payment of
302
damages for the right to the mineral water and land on which the mineral water springs were located On 23 December 2010 the beneficiaries in accordance with the Enforcement of Criminal Sanctions Act carried out the entry into the land register in the form of a notice of dispute on all land parcels that are the subject of the denationalization procedure. The entry of the notice of dispute was also carried out for the aforementioned brands of Radenska, d. d., Radenci. It is expected that resolution of the denoted denationalisation claims will be a long-term process and may significantly affect future operations of the subsidiary Radenska, d. d. and the Laško Group.
34. Business mergers
No business mergers were implemented in 2011.
35. Receipts of management and employees according to individual contracts
The Management Board and Supervisory Board of the parent company Pivovarna Laško, d. d. and the majority of companies associated with the Laško Group and their earnings for 2011 are presented in the tables below:
Other
Fixed part receipts
( in EUR )
of receipts (benefits)
252,800
12,734
265,534
Gorazd Lukman
132,000
6,089
138,089
Matej Oset
47,044
3,192
50,236
Mirjam Hočevar
92,000
2,454
94,454
Marjeta Zevnik
48,261
-
48,261
132,000
5,715
137,715
Ales Škraba
45,226
-
45,226
Emilija Mitevska
21,299
-
21,299
Ilija Vidoevski
21,347
-
21,347
Milan Hojnik
44,800
4,584
49,384
Drago Kavšek
Mira Močnik
83,688
2,341
86,029
Zvonko Murgelj
89,053
1,566
90,619
Jurij Giacomelli
141,120
15,427
156,547
92,687
8,714
101,401
107,416
-
107,416
30,000
1,053
31,053
Samo Čok Borut Matjaščić Robert Šega Total
1,380,741
63,869 1,444,610
ANNUAL REPORT 2011
Dušan Zorko
LAŠKO GROUP
MANAGEMENT BOARD
4. FINANCIAL REPORT LAŠKO GROUP
Total
( in EUR ) 2011 2010
303 INDIVIDUAL CONTRACTS Fixed part of receipts
3,523,669
3,705,769
Other receipts (benefits)
202,675
194,878
Management and other contracts
3,000
-
Variable part (performance allowance)
197,080
175,494
Jubilee awards
1,595
-
Severance pay
-
238,875
Total 3,928,019 4,315,016
( in EUR ) 2011 2010
AUDIT COMMITTEE OF THE SUPERVISORY BOARD Session fees
1,732
2,879
Total 1,732 2,879
( in EUR ) 2011 2010
AUDIT COMMITTEE OF THE SUPERVISORY BOARD 4. FINANCIAL REPORT LAŠKO GROUP
Marko Koleša
539
1,012
Peter Groznik
698
349
Bojan Košak
495
990
Marjan Mačkošek
-
528
Total 1,732 2,879
( in EUR ) 2011 2010
LAŠKO GROUP
ANNUAL REPORT 2011
SUPERVISORY BOARD
304
Marjan Mačkošek
9,048
4,845
Vladimir Malenković
16,335
4,080
Peter Groznik
13,381
3,018
Bojan Košak
7,320
3,762
Andrej Kebe
8,652
4,270
Aleksander Svetelšek
4,000
1,351
Anton Turnšek
6,796
7,417
Bojan Cizej
8,022
-
Dragica Čepin
13,682
9,183
Mirjam Hočevar
7,001
8,434
Marjeta Zevnik
12,426
14,896
Pavel Teršek
2,044
2,286
Franko Lipičar
4,173
2,895
Omar Dominik
4,173
2,895
Primož Mlekuš
1,192
-
Terezija Peterka
8,106
11,400
Robert Šega
6,194
6,194
Sonja Tominec
-
2,559
Gorazd Šetina
-
1,978
Tadeja Filipič Stojanovič
-
2,156
Branko Šafarič
-
2,156
Anton Medvešek
2,384
4,003
Iztok Počkaj Vilijam
667
1,110
Jure Jež
-
1,110
Lilijana Ipavec
667
889
Franc Rojnik
1,703
4,258
Branimir Piano
5,419
5,419
Janko Remic
1,703
4,258
Jure Ferlin
5,419
2,860
Borut Jamnik
3,763
-
Borut Bratina
3,736
-
Total 158,006 119,682
36. Transactions with related parties
( in EUR ) 2011 2010
Purchases from subsidiary companies
327,161
163,978
Purchases from other affiliated companies
1,392,507
9,916,991
Total 1,719,668 10,080,969
Liabilities to subsidiary companies
23,422
23,664
associated and other affiliated companies
76,215
2,569,364
Total
99,637 2,593,028
Liabilities from purchases from
Sales to related parties
( in EUR ) 2011 2010
Sales to subsidiary companies Sales to associated companies and other affiliated companies
5,228
-
4,206,468
142,031,437
Total 4,211,696 142,031,437
( in EUR ) 2011 2010
Receivables from subsidiary companies
200
-
1,822,348
19,105,523
Receivables from sales to associated and other affiliated companies
Total 1,822,548 19,105,523
37. Business events following the end of the fiscal year
Business events following the end of the fiscal year in the Laško Group are described on pages 130 through 132 of the Business Report of the Annual Report, Chapter 2.15. No business events which could have an effect on the financial statements occurred following the end of the fiscal year. The Group already denoted events following the date of the financial statements for individual disclosures.
ANNUAL REPORT 2011
( in EUR ) 2011 2010
LAŠKO GROUP
4. FINANCIAL REPORT LAŠKO GROUP
Purchases from related parties
305
4.2.8 STATEMENT OF THE MANAGEMENT
4. FINANCIAL REPORT LAŠKO GROUP
The Management Board of the company Pivovarna Laško, d. d. is responsible for the preparation of the annual report of the Laško Group as well as the financial statements, in a manner providing the public with a fair presentation of the financial position and the results of operations of the companies in accordance with the International Financial Reporting Standards adopted by the European Union and the Companies Act for 2011. The Management Board of Pivovarna Laško, d .d. confirms the Business Report and Consolidated Financial Statements of the Laško Group with explanatory notes for the year ended 31 December 2011 and declares:
• t hat the financial statements have been prepared under the assumption that the Laško Group is a going
LAŠKO GROUP
ANNUAL REPORT 2011
concern;
• t hat appropriate accounting policies were consistently applied and that any changes thereof have been disclosed;
• t hat the accounting estimates have been prepared in a fair and diligent manner and are in accordance with the principle of prudence and good management. The Management Board is responsible for the implementation of measures to ensure maintenance of the value of the assets of the Laško Group and for the prevention and detection of fraud and other irregularities.
Laško, 6 April 2012
306 Dušan Zorko, MSc Chairman of the Management Board
Marjeta Zevnik Member of the Management Board
Mirjam Hočevar Member of the Management Board
Gorazd Lukman Member of the Management Board
Matej Oset Member of the Management Board
4. FINANCIAL REPORT LAŠKO GROUP ANNUAL REPORT 2011
•
PIVOVARNA LAŠKO WE PUT A PARTICULARLY STRONG EMPHASIS ON THE COMMITMENT OF MAINTAINING A HIGH QUALITY OF OUR WATER SOURCES. •
LAŠKO GROUP
WATER IS LIFE. AT
307
308 LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
309
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
NOTES
310
LAŠKO GROUP
ANNUAL REPORT 2011
4. FINANCIAL REPORT LAŠKO GROUP
NOTES
311
COLOPHON Publisher: Pivovarna Laško, d. d., Trubarjeva 28, 3270 Laško Design: atelje.Balant, Ljubljana Text: Pivovarna Laško, d. d. Translating: LPI.SI Print: Tiskarna Formatisk, d. o. o., Ljubljana Edition: 30
July 2012