LAŠKO GROUP
ANNUAL REPORT
ANNUAL REPORT OF THE LAŠKO GROUP AND PIVOVARNA LAŠKO, D. D.
ANNUAL REPORT
LAŠKO GROUP
ANNUAL REPORT 2012
Contents
Contents
2
1. INTRODUCTION 4
1.1
Address by the Chairman of the Management Board
5
1.2
Report of the Supervisory Board on the Annual report verification
7
1.3
Data on the operations of the Laško Group
11
1.4
Data on the operations of the Pivovarna Laško, d. d.
17
1.5
Vision, mission, values and strategic goals
22
1.6
Presentation of the Laško Group
23
1.7
Presentation of the parent company Pivovarna Laško, d. d.
26
2. BUSINESS REPORT
28
2.1
29
2.2
2.3
Corporate governance Statement on corporate governance and the compliance with the Corporate Governance Code
46
Report of the Management Board of Pivovarna Laško, d. d. on the extent of influence according to Article 545 of the Companies ACT (ZGD-1)
50
2.4 Shareholders
53
2.5
Sales and marketing
62
2.6
Supply flows
78
2.7
Quality and standards
81
2.8 Investments
86
2.9
Performance analysis
93
2.10
Risk management
98
2.11
Financing and sale of the investments
103
2.12
Overview of significant events in 2012
106
2.13
Events after the accounting period
112
2.14
Development landmarks
113
Human resources management in the Laško Group
117 121
3.3
Responsible attitude towards social environment
123
3.4
Environmental protection
124
4. FINANCIAL REPORT OF THE LAŠKO GROUP
132
5. FINANCIAL REPORT OF PIVOVARNA LAŠKO, D. D.
218
Contents
3.1
3.2 Communications
ANNUAL REPORT 2012
116
LAŠKO GROUP
3. SUSTAINABLE DEVELOPMENT
3
4 LAŠKO GROUP
ANNUAL REPORT 2012
Introduction
12345
Introduction
Address by the Chairman of the Management Board
Introduction
1.1
LAŠKO GROUP IN 2012 ARE YET ANOTHER PROOF THAT THIS IS A GROUP OF HEALTHY COMPANIES THAT CREATE HIGH ADDED VALUE AND HAVE OPERATED WITH PROFITS; HOWEVER IN
ANNUAL REPORT 2012
THE OPERATING RESULTS OF THE
BE ABLE TO DEAL WITH THE COMPETITION DUE TO THE FINANCIAL BURDEN.
GOOD UPDATED RESULTS DESPITE THE ECONOMIC CRISIS
Dear Shareholders, esteemed Business Partners and Colleagues, 2012 was yet another year that can mainly be characterised by the operations in extremely challenging economic conditions. The economic crisis in Slovenia further intensified and the purchasing power of the population additionally decreased. The projections of the Management three years ago when the objectives set in the business strategy were the sales growth on foreign markets and the maintenance of the leading market shares on the domestic market have been confirmed as correct. Despite extremely demanding economic environment, the Laško Group managed to achieve good results. In accordance with the agreement reached with the creditor banks, a part of the principal was paid back and interest on loans was regularly paid. In the first half of 2012, we were able to reach an agreement with the creditor banks on rescheduling the majority of loans; however, some of the creditor banks made it conditional on the cessation of the activities concerning the establishment of the contractual concern that the shareholders of Pivovarna Laško had confirmed at the general meeting in January. These requests resulted in the termination of the controlling contracts between Pivovarna Laško and Pivovarna Union and Radenska. In 2012, the Laško Group generated EUR 271.5 million of net sales revenues and EUR 22.2 million of operating profit, which is by 39.5% more than in 2011. Similarly to recent years, high debt of the Group considerably affected operating results. In 2012, the Laško Group generated 88.6% of its net sales revenues from sales of products and services on the domestic market and 11.4% on foreign markets. The sale of beer represents the greatest
LAŠKO GROUP
THE FUTURE THEY WILL NOT
5
share in the sales structure with EUR 152.6 million and was followed by other beverages with EUR 59.4 million whereas the revenue resulting from the newspaper and publishing activities amounted to EUR 50.1 million. In 2012, the sale of beverages on the domestic market was anticipated to be lower than in the previous years and the sales on foreign markets increased in accordance with the business strategy. The markets between Italy in the West and Macedonia in the East were the most important ones.
LAŠKO GROUP
ANNUAL REPORT 2012
Introduction
In 2012, the Group proved that environment that we co-created and with which we interfered was
6
one of the most important values of all the employees since we believe that such a vision reflects our business responsibility and sustainability. And our products and the efforts to reduce the use of natural resources are adapted to this vision. New systematisation was also successfully introduced in the Group companies. The performance of the Laško Group in 2012 is further proof that this is a group of healthy companies that creates high added value and generates profit; however, in the future, it will not be able to contend with the competitors due to high financial burden. This is why the divestment of the assets that do not represent the core activity remains one of the priorities. More fruitful cooperation with the creditor banks with regard to long-term solution of the problem of indebtedness can enable our operations and business results that will be in the interest of the shareholders, creditors and employees.
Dušan Zorko, MSc Chairman of the Management Board of Pivovarna Laško
THE SUPERVISORY BOARD ASSESSES THAT THE OPERATIONS OF PIVOVARNA LAŠKO AND THE LAŠKO GROUP AND THE WORK OF THE MANAGEMENT BOARD IN 2012 WERE IN ACCORDANCE WITH EXPECTATIONS IN
ANNUAL REPORT 2012
Report of the Supervisory Board on the verification of the annual report
Introduction
1.2
CONDITIONS.
SUPERVISORY BOARD COMPOSITION
LAŠKO GROUP
THE LIGHT OF THE GENERAL DETERIORATION OF THE ECONOMIC SITUATION AND CHANGED FINANCING
The Supervisory Board of the Company was active with the following composition in the 2012 financial year: CAPITAL REPRESENTATIVES
Dr Vladimir Malenković, Chairman Dr Peter Groznik, member Dr Borut Bratina, member Mr Borut Jamnik, member EMPLOYEE REPRESENTATIVES
Mr Bojan Cizej, Deputy Chairman Dragica Čepin, MSc, member COMPOSITION OF THE SUPERVISORY BOARD COMMITTEES
The Audit and Human Resources Committees operated within the Supervisory Board in 2012 with the following compositions: AUDIT COMMITTEE
Dr Peter Groznik, Chairman Mr Bojan Cizej, member Mr Igor Teslić, external member HUMAN RESOURCES COMMITTEE
Mr Borut Jamnik, Chairman Dr Borut Bratina, member Dragica Čepin, MSc, member
7
FUNCTIONING OF THE SUPERVISORY BOARD
The operations of Pivovarna Laško were monitored by the Supervisory Board of the Company in accordance with the statutory provisions and the Articles of Associations of the Company and it met at 14 regular sessions. Throughout the year of 2012, the Supervisory Board continuously reviewed the work of the Management Board. The Supervisory Board placed special attention to the key indicators of capital adequacy and the solvency of Pivovarna Laško and the companies in the Group, the disposal of the invest-
ANNUAL REPORT 2012
Introduction
ments of the Laško Group, activities connected to the rescheduling of financial liabilities of Pivovarna Laško and the Laško Group companies, cost management, relevant legal issues and verification of the achievement of business results. Due to the situation in the companies, the Supervisory Board constantly dealt with the abovementioned issues that were regular items on the agenda of the Supervisory Board meetings. SIGNIFICANT RESOLUTIONS OF THE SUPERVISORY BOARD
In addition to the above, the Supervisory Board also dealt with other current matters and adopted the following key resolutions: • the Supervisory Board approved the business plan of the Laško Group and Pivovarna Laško for the 2012 financial year;
LAŠKO GROUP
• the Supervisory Board was informed of the content of the contract on the sale of the shares of Poslovni sistem Mercator and agreed that Pivovarna Laško should sell 317,498 ordinary registered shares with the MELR ticker symbol issued by Poslovni sistem Mercator representing a 8.43% stake to the Agrokor Company, namely at EUR 221.00 per share; • the Supervisory Board was informed of the notification of the financial advisor from ING that the Agrokor Company decided to withdraw from the sale process of Mercator shares and supported the
8
Management Board to continue the activities related to the sale of Mercator shares so as to protect the interests of the Laško Group companies to the fullest extent possible; • the Supervisory Board took note of the balance of financial liabilities to the banks and their maturity as well as of the proposal of the Management Board and its activities concerning the rescheduling and of the position of the banks with regard to the adopted resolution of the General Meeting. The Supervisory Board invited the Management Board to protect the interests of Pivovarna Laško and the Laško Group by reaching an agreement on the rescheduling of the financial liabilities to the banks and thus reduces the high financial risk; • the Supervisory Board approved the 2011 audited Annual Report of Pivovarna Laško and the Laško Group; • the Supervisory Board was informed of the condition of one of the creditor banks to conduct the rescheduling of financial commitments of the companies: Pivovarna Laško, Pivovarna Union and Radenska, namely that these companies terminate the contract-based group. The Supervisory Board was also acquainted with the view of the Pivovarna Laško Management Board that wanted to protect the interests of the Laško Group companies by implementing the procedures related to the termination of the controlling contracts; • the Supervisory Board got acquainted with the findings and recommendations of the research and advisory study to support strategic decisions of the Laško Group; • the Supervisory Board was acquainted with the roadmap of the activities to achieve long-term rescheduling; • the Supervisory Board got acquainted with the updated Plan of financial restructuring of Pivovarna Laško and the Laško Group; • the Supervisory Board confirmed the Business Plan of the Laško Group and Pivovarna Laško for the 2013 financial year.
FUNCTIONING OF THE AUDIT COMMITTEE
In 2012, the he Audit Committee met seven times. At its sessions, the Committee analysed major transactions of the Laško Group in 2010 and 2011, individual transactions of the Laško Group as well as it addressed the findings and recommendations of the external auditor on the basis of the previous audit of the 2011 financial statements. The Committee adopted the Rules of procedure of the Audit Committee and got acquainted with the work of a newly established Internal Audit Service. The Audit Committee regularly reported on its findings to the Supervisory Board.
In 2012, the Human Resources Committee met four times. At its session the Committee dealt with the system of risk management related to the management of the Laško Group and it prepared recommendations with regard to the management and the arrangement of remuneration of the managements in the Group companies and proposed the management employment contracts for the mem-
Introduction
FUNCTIONING OF THE HUMAN RESOURCES COMMITTEE
findings to the Supervisory Board. ANNUAL REPORT VERIFICATION
The Supervisory Board reviewed the 2012 audited Annual Report of Pivovarna Laško and the Laško Group at its session on 20 March 2013.
ANNUAL REPORT 2012
bers of the Management Board with a dual mandate. The HR Committee regularly reported on its
issued its positive opinion of the Annual Report with notes on 4 March 2013. The Supervisory Board found no objections to the auditor’s report and approved it. The Supervisory Board felt that the Annual Report of Pivovarna Laško and the Pivovarna Laško Group
LAŠKO GROUP
The Annual Report was audited by the audit firm Deloitte Revizija d.o.o., Ljubljana. The audit firm
for 2012 required no comment on its part and it unanimously confirmed it at its session on 20 March 2013.
9 PROPOSAL FOR COVERING NET LOSS
In addition to confirming the 2012 audited Annual Report of Pivovarna Laško and the Laško Group, the Supervisory Board also confirmed the proposal of the Management Board for covering net loss of Pivovarna Laško in 2012, namely that net loss amounting to EUR 18,510,265 be covered by profit from the previous years in the amount of EUR 859,740, by other profit reserves in the amount of EUR 232,097 and by capital reserves in the amount of EUR 17,418,428. Distributable profit of Pivovarna Laško in the 2012 financial year thus equals EUR 0.0. The Supervisory Board assesses that the operations of Pivovarna Laško and the Laško Group and the work of the Management Board in 2012 were in accordance with expectations in the light of 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 in accordance with Article 282 of the Companies Act (ZGD-1). Laško, 20 March 2013 Chairman of the Supervisory Board: dr. Vladimir Malenković
1.3
THE LAŠKO GROUP MANAGED TO REDUCE THE NUMBER OF THE EMPLOYEES, WHICH IS IN ACCORDANCE WITH THE MULTI-ANNUAL RESTRICTIVE EMPLOYMENT POLICY. IN TERMS OF QUANTITIES, THE SALE ON
ANNUAL REPORT 2012
Introduction
Data on the operations of the Laško Group
LAŠKO GROUP
THE MARKETS OUTSIDE SLOVENIA INCREASED BY 12.2 PERCENT.
SALES REVENUES AND OPERATING PROFIT INCLUDING AMORTISATION (EBITDA)
11
450.0 Net sales revenue
in EUR million
360.0
306.4
323.4
271.5 EBITDA - normalised
270.0 180.0 38.9
47.5
50.3
90.0 0.0 2010
2011
2012
In 2012, sales revenues reduced by 16.0% while normalised operating profit including depreciation (EBITDA) increased by 5.9%. The Business report provides total net sales revenues unless expressly stated otherwise, while only revenues from continuing operations are shown in the consolidated income statement. Normalised EBIT is calculated from operating profit increased or decreased by the impact of one-off business events such as the revaluation of real estate and investment property and the formation of more significant revaluation adjustments. Normalised EBITDA is the sum of normalised EBIT and normalised depreciation.
In addition to the listed adjustments, normalised EBIT is also adjusted for the impairment of investments and accrued deferred tax receivables under this heading. RETURN ON ASSETS (ROA) AND RETURN ON EQUITY (ROE)
15.0 Return on equity (ROE)
11.2
6.0
LAĹ KO GROUP
ANNUAL REPORT 2012
3.0
12
Return on assets (ROA)
9.0 in %
Introduction
12.0
2.9
2.9 0.7
2.2 0.6
0.0 2010
2011
2012
KEY DATA ON THE OPERATIONS OF THE LAĹ KO GROUP
323,412,454
271,548,163
EBIT
-9,886,015 9,887,269 21,766,861
EBIT - normalised
14,484,000
EBITDA
14,555,442 29,473,247 41,831,060
EBITDA - normalizsed
38,925,457
23,419,000 47,525,978
29,096,657 50,319,090
Net interest expense
-20,177,735 -23,787,004 -21,446,176
Net profit or loss
-25,818,805
-27,506,298
-32,938,018
4,455,000
3,962,000
12,313,600
1
Net profit or loss - normalised Long-term assets
265,643,825 321,093,374 306,665,682
Tangible fixed assets
153,632,750
180,695,007
194,465,281
Prepaid Expenditure (APE)
371,207,876
248,589,915
203,749,234
Equity
131,889,003 125,473,457 92,665,202
Short-term assets + Accruals +
Long-term liabilities + long-term Accruals + Deferred Income (ADI Short-term liabilities + short-term ADE
89,069,856
47,605,283
32,998,565
415,892,842
396,604,549
384,751,149
Net short-term assets and liabilities respectively2
-44,684,966 -148,014,634 -181,001,915
Net financial debt
69,884,888 197,431,865 232,115,204
3
Net financial debt excluding the investments into subsidiaries4
70,092,036 197,067,062 231,687,841
Cash flow from operations
53,706,564
34,206,702
42,134,920
Investing cash flows
-8,024,980
38,385,907
-8,904,359
Financing cash flows
-44,563,521
-53,198,567
-52,545,710
1,118,063
19,394,042
-19,315,149
Introduction
306,418,155
ANNUAL REPORT 2012
Net sales revenue
2010 2011 2012
LAĹ KO GROUP
(in EUR)
13
Net cash flows Financial interest income - financial interest expense
1
Short-term assets and accruals and prepaid expenditure; liabilities and accruals and deferred income
2
(Short- and long-term financial liabilities) - (long- and short-term financial investments + cash)
3
(Long- and short-term financial liabilities) - (long-term financial investments excluding the investments into subsidiaries+
4
short-term financial investments + cash)
INDICATORS
2010 2011 2012
Share of normalised EBIT in sales revenues
4.7%
7.2%
10.7%
12.7%
14.7%
18.5%
Share of normalised EBITDA in sales revenues
ANNUAL REPORT 2012
Introduction
Cover of interest5
0.718 0.985 1.357
Normalised net profit and/or loss from revenues from sales
1.5%
1.2%
4.5%
Return on equity (ROE)
2.9% 2.9% 11.2%
Return on assets (ROA)7
0.7% 0.6% 2.2%
Liabilities / Equity
3.829
6
3.540
4.508
5
Normalised EBIT / net interest expense
6
Normalised net profit or loss/ average balance of equity in the period
7
Normalised net profit or loss/ average balance of assets in the period
LAŠKO GROUP
NUMBER OF EMPLOYEES
(as of 31/12)
2010 2011 2012
Laško Group excluding Delo Group In the Delo Group
14
1,422
1,392
1,180
445
428
412
Total
1,867 1,820 1,592
Average number of employees (based on hours)
1,886
1,838
1,607
55,761
60,188
64,658
162,470
175,959
168,978
Added value per employee8 (in EUR / employee) Net sales revenues per employee
9
(in EUR / employee)
(Operating revenues - costs of goods, material and services - other operating expenses (entire operations)) / average number of
8
employees based on hours net sales revenues (entire operations) / average number of employees based on hours
9
The number of employees in the Delo Company, Ljubljana, is displayed separately as Delo does 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 EXPORT IN TOTAL SALES OF BEVERAGES OF THE LAŠKO GROUP
(in hl)
Total sales of beverages Sales on markets outside Slovenia Share (in %)
2010 2011 2012
4,225,503
3,918,939
3,788,929
938,089
1,089,013
1,221,596
22.2
27.8
32.2
To ensure comparability of data in 2011, the sales in terms of quantity in 2011 is presented excluding the Fructal Group; however the volume of sales of Birra Peja from Kosovo is included.
SUMMARY OF THE 2013 BUSINESS PLAN
PLANS CONCERNING THE OPERATIONS OF THE LAŠKO GROUP
2012 Plans 2013
Net sales revenues from continuing operations
264,737,273
271,386,948
269,585,102
EBIT
15,923,108 22,216,181 30,453,552
EBITDA
35,509,087 42,280,380 48,892,135
Net profit or loss from continuing operations Sales (in hectolitres)
-20,801,140
-30,396,363
11,704,846
3,918,939
3,788,929
3,900,035
60,188
64,658
63,156
Added value per employee
10
(in EUR / employee)
Introduction
2011
ANNUAL REPORT 2012
(in EUR)
(Operating revenues - costs of goods, material and services - other operating expenses (entire operations)) average number of
employees in terms of hours worked
The global and in particular European market has been changing irrepressibly due to the recession. The continuation of strained economic conditions on the key markets of the Laško Group are reflected
LAŠKO GROUP
10
in considerably reduced purchasing power and the redirection of buyers to smaller formats of shops and the growth of discount store popularity. The fundamental objective set for the Laško Group in 2013 is to increase the sales of beverages by 2.9%, which should be achieved by the growth on foreign markets and by the maintenance of the leading position on the domestic market. EUR 269.6 million of net sales revenue the Group is planning to generate is comprised of EUR 30.5 million of operating profit, EUR 11.7 million of net profit and EUR 48.9 million EBITDA. In 2013, the Group will, in accordance with the adopted business strategy, invest mainly into production, equipment and technology and the achievement of optimum productivity, the balance between adaptability and efficiency of individual parts of the production process, the achievement of synergy effects among the Group companies, integration of information technology into the production processes, possibilities of the expansion of certain production sets and as high as possible return on investments. Environmental protection activities in 2013 are still associated with the implementation of environmental objectives geared towards reducing the environmental burden, quantities of waste water and waste and towards the rational use of electricity and natural gas. The preservation of the water protection area, the vital resource of the Group, is the constant objective of the Laško Group.
15
1.4
OUR SALES STRATEGY ON FOREIGN MARKETS IS SUCCESSFULLY IMPLEMENTED. IN 2012, THE SHARE OF EXPORT IN THE ENTIRE SALE REACHED 35 PERCENT AND IS BY 23 PERCENT HIGHER THAN IN THE PREVIOUS
ANNUAL REPORT 2012
Introduction
Data on the operations of Pivovarna Laško, d. d.
LAŠKO GROUP
YEAR.
SALES REVENUES AND OPERATING PROFIT INCLUDING AMORTISATION (EBITDA)
17
130.0
in EUR million
104.0
91.3
94.3
Net sales revenue
89.0
EBITDA - normalised
78.0 52.0 26.0
18.2
16.6
14.6
0 2010
2011
2012
Sales revenues increased by 5.7% in 2011 compared to the previous year, while normalised operating profit including amortisation (EBITDA) decreased by 12.0%. Normalized EBIT, EBITDA and net profit are calculated in the same way as the data on the Laško Group on pages 11 through 13 of this Report.
RETURN ON ASSETS (ROA) RETURN ON EQUITY (ROE)
3.0 1.9
2.0
in % Introduction ANNUAL REPORT 2012
Return on assets (ROA)
0.6
1.0
LAĹ KO GROUP
Return on equity (ROE)
-0.4 -0.1
0.0
-0.7
-1.0 -2.0 -3.0
2010
2011
2012
KEY DATA ON THE OPERATIONS OF PIVOVARNA LAĹ KO
(in EUR)
2010 2011 2012
Net sales revenue
91,287,653
EBIT
11,223,795 10,502,062 8,690,491
EBIT - normalised
11,223,795
EBITDA
94,314,248
18,219,869 16,796,492 13,634,148
10,257,235 16,551,665
88,960,946 9,623,538
EBITDA - normalizsed
18,219,869
Net interest expense
-12,231,427 -14,898,488 -13,741,037
1
18
-2.7
14,567,195
Net profit or loss
-6,292,260
-15,528,268
-18,510,265
Net profit or loss- normalised
2,439,500
-516,176
-2,750,328
Long-term assets Tangible fixed assets
294,360,182 320,277,999 307,543,188 53,673,619
49,161,657
46,237,123
Prepaid Expenditure (APE)
121,497,098
85,209,333
72,876,802
Equity
124,168,015 109,365,419 91,534,436
Short-term assets + Accruals +
Long-term liabilities + long-term Accruals + Deferred Income (ADI) Short-term liabilities + short-term ADE
48,572,620
26,710,750
4,164,129
243,116,645
269,411,163
284,721,425
Net short-term assets and liabilities respectively2 Net financial debt 3
-121,619,547 -184,201,830 -211,844,623 -50,362,043 -28,693,317 -17,970,455
Net financial debt excluding the investments into subsidiaries4
206,468,863 216,323,220 219,744,686
Cash flow from operations
19,921,166
12,929,274
15,407,650
Investing cash flows
-3,296,553
522,577
5,033,916
Financing cash flows
-16,657,096
-13,208,801
-20,485,951
-32,483
243,050
-44,385
Net cash flows Financial interest income - financial interest expense
1
Short-term assets and accruals and prepaid expenditure; liabilities and accruals and deferred income
2
(Short- and long-term financial liabilities) - (long- and short-term financial investments + cash)
3
(Long- and short-term financial liabilities) - (long-term financial investments excluding the investments
4
INDICATORS
2010 2011 2012
Share of normalised EBIT in sales revenues
12.3%
10.9%
10.8%
Share of normalised EBITDA in sales revenues
20.0%
17.5%
16.4%
Cover of interest5
0.918 0.688 0.700
Normalised net profit and/or 2.7%
-0.5%
-3.1%
Return on equity (ROE)
1.9% -0.4% -2.7%
Return on assets (ROA)7
0.6% -0.1% -0.7%
Liabilities / Equity
2.349
6
2.708
3.156
Introduction
loss from revenues from sales
Normalised EBIT / net interest expense
5
Normalised net profit or loss / average balance of equity in the period
Normalised net profit or loss / average balance of assets in the period
7
NUMBER OF EMPLOYEES
2010 2011 2012
Employees as of 31/12
318
329
324
319
322
330
90,267
91,258
77,511
286,168
292,901
269,579
Average number of employees in terms of hours worked
19
Added value per employee8 (in EUR / employee) Net sales revenue per employee9 (in EUR / employee)
(Operating revenues - costs of goods, material and services - other operating expenses (entire operations)) / average number of
8
employees in terms of hours worked net sales revenues (entire operations) / average number of employees in terms of hours worked
9
SHARE OF EXPORT IN TOTAL SALES OF BEVERAGES PIVOVARNA LAĹ KO, D. D.
(in hl)
2010 2011 2012
Total sales of beverages
968,697
Export
250,371 268,631 330,213
Share (in %)
LAĹ KO GROUP
ANNUAL REPORT 2012
6
25.8
975,838 27.5
942,183 35.0
MARKET SHARE OF THE SALES OF BEER ON SLOVENIAN MARKET
(in %)
2010 2011 *2012
Pivovarna Laško
42.3 40.6 37.7
Pivovarna Union, brands
35.9
39.4
38.0
6.4
6.9
8.2
15.4
13.1
16.1
Pivovarna Union, trade names Beer from import Introduction
Total
100.0 100.0 100.0
*data for the period I.-X./2012
ANNUAL REPORT 2012
DATA ON THE PILR SHARE
2010 2011 2012
Total number of the shares issued
8,747,652
8,747,652
8,747,652
0.28
-0.06
-0.31
15.99
11.02
6.99
-22.21
-6.19
-3.30
Normalised net profit or loss per share in EUR
LAŠKO GROUP
Market value of the share as of 31/12 in EUR MV of a share / net profit or loss per share Book value of a share as of 31/12 in EUR10
20
14.19 12.50 10.46
MV of a share / BV of a share
1.13
0.88
0.67
Market capitalisation in EUR
139,874,955
96,399,125
61,146,087
Equity as of 31 December / total number of shares
10
SUMMARY OF THE 2013 BUSINESS PLAN
PLANS OF THE OPERATIONS OF THE COMPANY
(in EUR)
2011
2012 Plans 2013
Net sales revenues
94,314,248
EBIT
10,502,062 8,690,491 10,234,038
EBITDA
16,796,492 13,634,148 14,960,663
Net profit or loss
-15,528,268
-18,510,265
1,526,704
975,838
942,183
968,493
91,258
77,511
79,098
Sales (in hectoliters)
88,960,946
89,282,586
Added value per employee
11
(in EUR / employee)
(Operating revenues - costs of goods, material and services - other operating expenses) / average number of employees in
11
terms of hours worked
The objectives have been set for 2013 that can be identified as the 2.8% increase in the quantities of the sales of beer and other beverages. The sales growth is planned for the foreign markets where the quantities are to increase by more than 13%. At the same time, the shares on the domestic market should be maintained. 968 thousand hl of all types of beverages are planned to be sold in 2013. Total of EUR 89.3 million of net sales revenue is expected. 81.8% of all the revenue will be generated on the domestic market and EUR 16.2 million on foreign markets. The funds amounting to EUR 4.1 million will mainly be invested into the renewal of the technological equipment and into IT as well as
Environmental protection activities in 2013 are still linked to the implementation of environmental objectives geared towards reducing the environmental burden, quantities of waste water and waste and towards the rational use of electricity and natural gas. The preservation of the water protection area, the
Introduction
into commercial activities.
LAĹ KO GROUP
ANNUAL REPORT 2012
vital resource of the Company, is the constant objective of the Pivovarna LaĹĄko, d. d.
21
ANNUAL REPORT 2012
Introduction
1.5 Vision, mission and strategic goals
TO BECOME THE FIRST CHOICE OF THE BUYERS OF QUALITY BRAND, THE TOP CLASS INVESTMENT FOR THE SHAREHOLDERS AND AN ATTRACTIVE EMPLOYER. STRENGTHENING THE MARKET POSITION OF THE
LAŠKO GROUP
COMPANIES IN THE LAŠKO GROUP AND THE PRODUCTION AND SALE OF INNOVATIVE, TRENDY PRODUCTS.
22
LAŠKO GROUP
PIVOVARNA LAŠKO, D. D.
VISION
Becoming the first choice of the buyers
Becoming the leading one in
of quality brand names in the industry
the production and sale of
and on the markets where we operate,
beverages, strengthening our
top class investment for our shareholders
reputation, recognition and
an attractive employer for the employees
market shares of our brand
who strive for excellence, development
names on the domestic as
and team work.
well as on foreign markets.
MISSION
The brands that maintain tradition
We create brands with added
and direct the trends generate added
value for our buyers and
value for our buyers and shareholders.
shareholders.
By stressing social responsibility and
Responsible and
motivating the employees we preserve
environmentally friendly
the market position of the companies
operations enable us to
in the Laško Group on all major
achieve top results in
markets.
a better world.
STRATEGIC GOALS 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. Planned cost effectiveness will be achieved through professionally qualified employees acting as teams and in accordance with the policies of the Laško Group.
THE LAŠKO GROUP BRINGS TOGETHER PRODUCERS OF BEER, MINERAL, SPRING AND NATURAL WATER, SOFT DRINKS, SPIRITS AND OTHER ALCOHOLIC BEVERAGES AND SYRUPS FOR BEVERAGE PRODUCTION. IT ALSO
ANNUAL REPORT 2012
Presentation of the Laško Group
Introduction
1.6
Ownership and stakes as of 31 December 2012:
LAŠKO GROUP
PERFORMS NEWSPAPER AND PUBLISHING ACTIVITIES AND RETAIL AND WHOLESALE TRADE ACTIVITIES.
Parent company
23 PIVOVARNA LAŠKO, d. d., Slovenia Associated companies
• RADENSKA, d. d., Radenci, Slovenia 82.058 % ownership stake (An explanation of the ownership stakes and voting rights is given on page 56 of this Report) • PIVOVARNA UNION, d. d., Ljubljana, Slovenia 97.922 % ownership stake • BIRRA PEJA, Sh. a. Peć, Kosovo (57.627 % is owned by Pivovarna Union, d. d., Ljubljana) • JADRANSKA PIVOVARA – Split, d. d., Croatia 99.460 % ownership stake • VITAL MESTINJE, d. o. o., Slovenia 96.92 % shareholding • DELO, d. d., Ljubljana, Slovenia 100 % ownership stake – of which Pivovarna Laško 80.834% and Radenska 19.166%
• LAŠKO GRUPA, d. o. o., Sarajevo, Bosnia and Herzegovina 100 % shareholding – of which 69.22% is owned by Pivovarna Laško, d. d., 15.39 % by Radenska, d. d., and 15.39% by Pivovarna Union. • FIRMA DEL, d. o. o., Laško, Slovenia 100 % shareholding • LAŠKO GRUPA, d. o. o., Zagreb, Croatia Introduction
100 % shareholding Pivovarna Laško 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.,
ANNUAL REPORT 2012
Radenci, Radenska, d. o. o., Zagreb and Radenska, d. o. o., Belgrade. Subsidiary companies
• THERMANA, d. d., Laško, Slovenia 20.63 % ownership stake
LAŠKO GROUP
• SLOPAK, d. o. o., Ljubljana, Slovenia 29.22 % shareholding In 2011, Pivovarna Union, d. d. was the 93.73 % owner of the Fructal Company which was the 83.39 % owner of the company Fruktal Mak, a. d., Skopje until 16 December 2011. On 16 December 2011, the Nectar Company from Bačka Palanka became the new owner of the Fructal Company in the same
24
proportion. As of 18 January 2012, a part of the previously associated company Birra Peja, Kosovo, became a part of the Laško Group since Pivovarna Union had become the 57.63 % owner of this company.
LAŠKO GROUP
Buss. share: 100%
FIRMA DEL, d. o. o., Laško
Subsidiary
Introduction
Pivovarna Union Buss. share in Laško Grupa Sarajevo 15.39%
ANNUAL REPORT 2012
Subsidiary of Delo: IZBERI, d. o. o., Ljubljana Buss. share: 100%
Radenska Buss. share in Laško Grupa Sarajevo 15.39%
Radenska Ownership in Delu 19.166% No of sh: 127,928
BIRRA PEJA, Sh. p. k. Tirana, Albanija Buss. share: 100%
(Notes on the ownership and voting rights in Radenska on page 56 of this annual report.)
Pivovarna Laško Buss. share in Laško Grupa Sarajevo 69.22%
Pivovarna Laško Ownership in Delu 80.834% No of sh: 539,536
BIRRA PEJA, Sh. a. Peć, Kosovo No of sh: 57.627% No of sh: 1,020
RADENSKA MIRAL, d. o. o., Radenci Buss. share: 100%
Buss. share: 100%
Buss. share: 100% No of sh: 667,464
Buss. share: 96.92%
Ownership: 99.460% No of sh: 5,396,932
Ownership: 97.922% No of sh: 441,740
Ownership 82.058% No of sh.: 4,153,644
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
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Parent company
PIVOVARNA LAŠKO, d. d.
as of 31 December 2012
LAŠKO GROUP
Subsidiary
ORGANISATION CHART OF THE LAŠKO GROUP AS OF 31/12/2012
25
Buss. share: 100%
LAŠKO GRUPA, d.o.o., Zagreb
Subsidiary
ANNUAL REPORT 2012
Introduction
1.7 Presentation of the parent company Pivovarna Laško, d. d.
FROM A HISTORICAL STANDPOINT, THE ORIGINS OF PIVOVARNA LAŠKO LAY IN 1825 WHEN THE MEAD AND GINGERBREAD MAKER FRANZ GEYER SET UP A BREWERY IN THE FORMER VALVASOR HOSPITAL, THE
LAŠKO GROUP
BUILDING WHICH STILL EXISTS TODAY AND IS THE LOCATION OF THE SAVINJA HOTEL.
1.7.1 IDENTITY CARD PIVOVARNA LAŠKO, Trubarjeva 28, 3270 Laško, registered with the District Court in Celje under
26
the decision No Srg 95/00673 and under the application No 1/00171/00 dating September 1995.
Abbreviated Company’s name: PIVOVARNA LAŠKO, d. d. Organizational form: Joint-stock company
Share capital:
EUR 36,503,305
Number of issued shares:
8,747,652 no par-value shares
Listing of shares: Ljubljana stock Exchange, stock exchange listing of regular shares Tycker symbol:
PILR
Company registration number:
5049318
Tax ID number:
SI90355580
Activity code:
11.050
Type of business and principal activity: BEER PRODUCTION
Marjeta Zevnik
Mirjam Hočevar
Gorazd Lukman
Matej Oset
Supervisory Board:
Dr Vladimir Malenković, Chairman
Dr Borut Bratina
Borut Jamnik
Dr Peter Groznik
Bojan Cizej
Dragica Čepin, MSc
TRANSACTION ACCOUNTS: Nova Ljubljanska banka, d. d., Ljubljana
IBAN SI56 0223 2002 0104 463
Hypo Alpe-Adria-bank, d. d.
IBAN SI56 3300 0000 2722 975
Nova Kreditna banka Maribor, d. d.
IBAN SI56 0451 5000 0909 883
Raiffeisen Krekova banka, d. d.
IBAN SI56 2430 0900 0054 863
Unicredit banka Slovenije, d. d.
IBAN SI56 2900 0000 1820 159
Banka Celje, d. d., Bančna skupina Celje
IBAN SI56 0600 0000 1199 122
Abanka Vipa, d. d.
IBAN SI56 0510 0801 2922 332
Banka Sparkasse, d. d.
IBAN SI56 3400 0100 1922 773
Probanka, d. d.
IBAN SI56 2510 0970 0565 280
Telephone: +386 3 734 80 00 Fax: +386 3 573 18 17 Electronic mail address: info@pivo-lasko.si Website: http://www.pivo-lasko.si
Introduction
ANNUAL REPORT 2012
Dušan Zorko, MSc, Chairman
LAŠKO GROUP
Management Board:
27
28 LAĹ KO GROUP
ANNUAL REPORT 2012
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12345
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2.1
MANAGEMENT BOARD AND ITS OPERATIONS SUPERVISED BY THE SUPERVISORY BOARD.
The principles of management of Pivovarna Laško 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
LAŠKO GROUP
IT IS MANAGED ACCORDING TO A TWO-TIER SYSTEM WHEREBY THE COMPANY IS MANAGED BY THE
ANNUAL REPORT 2012
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Corporate governance
its operations monitored by the Supervisory Board.
29 The bodies of the Company as set out in the Articles of Association of Pivovarna Laško are the General Meeting of Shareholders, Supervisory Board and Management Board of the Company.
2.1.1 GENERAL MEETING OF SHAREHOLDERS In accordance with the provisions of the Companies Act, the General Meeting of Shareholders is the supreme body of the Company. This is where the shareholders’ will is directly realised and they adopt fundamental and statutory decisions. 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 is convened by the Management Board on its own initiative, at the request of the Supervisory Board or at the written request of the shareholders of the Company possessing at least a 5% equity stake in the Company. The Supervisory Board may also convene a General Meeting. Shareholders can exercise their rights arising from shares directly at the General Meeting or through their representatives. The General Meeting decides by a majority of the votes cast (simple majority) except where otherwise provided in the Act or Articles of Association. The decisions taken at the General Meeting by a three-quarters majority mainly concern: • amendments to the Articles of Association, • decrease in share capital (including conditional increase), • approved increase in share capital,
• status changes and winding up of the Company, • exclusion of the shareholders’ preferential rights when issuing new shares, • election and early discharge of the Supervisory Board members,
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• other matters, if so prescribed by law or the Articles of Association. The General Meeting takes 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 financial year. Discussions regarding the granting of discharges are carried out in combination with discussions on the use of distributable profit. If the
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ANNUAL REPORT 2012
General Meeting does not grant discharge, it is not considered 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 have been entered in the central register of securities at the Central Securities Clearing Corporation on the cut-off date which shall be decided each time through a decision on the use of distributable profit. ATTENDANCE AT GENERAL MEETINGS
The right to participate and vote at the General Meeting is held by those shareholders who have been entered into the share register 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
30
by the end of the fourth day prior to the convocation of the General Meeting. The Management Board members and the Supervisory Board members 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 Articles of Association. In 2012, there were two General Meetings of Shareholders. The 19th regular General Meeting of Shareholders of Pivovarna Laško, d. d. was convened on 29 December 2011 and held on 30 January 2012 and the 20th General Meeting of Shareholders of Pivovarna Laško was convened on 26 July 2012 and held on 28 August 2012.
RESOLUTIONS OF THE 19TH GENERAL MEETING OF SHAREHOLDERS OF PIVOVARNA LAŠKO
The following important decisions were adopted at the 19th regular General Meeting regarding the items on the agenda: ITEM 2: INCREASE IN SHARE CAPITAL BY CASH CONTRIBUTIONS (CAPITAL INJECTION)
Resolution to item 2 provided by the Management Board and Supervisory Board of the Company was not adopted since only 1,808,249 or 36.01% votes cast supported the resolution. The adoption of resolutions requires a three-fourths majority or 75% of the votes cast.
The contrary proposal of a resolution to Item 2 of a shareholder of KS Naložbe was not adopted. The resolution was not adopted since only 379,028 or 8.85% of the votes cast supported it. The adoption of resolutions requires a three-fourths majority or 75% of the votes cast.
ITEM 3: APPROVAL OF THE GENERAL MEETING OF THE CONTROLLING CONTRACTS AND THE AMENDMENTS
RESOLUTIONS TO ITEM 3:
3.1. The General Meeting approves the controlling contract concluded on 27 December 2011 between Pivovarna Laško, the parent company, and Pivovarna Union, the subsidiary. The General Meeting approves the controlling contract concluded on 27 December 2011 between
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TO THE ARTICLES OF ASSOCIATION (AUTHORISED CAPITAL)
The resolution was passed with 3,983,759 or 81.22% of the votes cast. 3.2. The Articles of association is amended so that article 10.a follows Article 10 and reads as follows: »Article 10.a
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Pivovarna Laško, the parent company, and Radenska, Radenci, the subsidiary.
shares for a consideration other than in cash and thus increases the share capital by issuing new shares by maximum 5 (five) % of the share capital (authorised capital) existing at the time of adopting amendments to the Articles of Association within 1 (one) year after the entry of the amendment of the Articles of Association into the Court register. Prior to the issue of new shares, the Management Board needs
LAŠKO GROUP
The Management Board of the Company is authorised to issue new, ordinary registered no par value
to obtain the consent of the Supervisory Board.
31 On the basis of the previous paragraph the Management Board of the Company is entitled to take a decision concerning the exclusion of subscriptions rights to purchase new shares when increasing the share capital provided the Company’s Supervisory Board has given its agreement. When increasing the share capital based on the first and second paragraph of this Article, the auditor does not need to verify the issue of shares for a consideration other than in cash. The Supervisory Board is authorised to adopt the amendments to the Articles of Associations in order to adjust the text to the implemented increase in the share capital of the Company based on the provisions on the authorised capital.« The resolution was passed with 3,965,175 votes cast or with 79.28%.
ITEM 4: AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY (AUTHORISED CAPITAL) – REQUEST OF KAPITALSKA DRUŽBA OF 20 DECEMBER 2011
RESOLUTION TO ITEM 4:
The Articles of association is amended so that article 11.a follows Article 11 and reads as follows: »The Management Board of the Company is authorised to increase the share capital of the Company by 50% of the share capital existing at the time of adopting amendments to the Articles of Association, which means maximum EUR 18,251,652.48, by issuing new shares for a consideration other than in cash within 5 (five) years after the entry of the amendment of the Articles of Association into the Court register.
The issue of new shares, the increase in share capital and the content of the rights arising from the new shares as well as the conditions of the issue of shares are decided by the Management Board provided the Company’s Supervisory Board has given its agreement. The Supervisory Board is authorised to adopt the amendments to the Articles of Associations in order to adjust the text to the implemented increase in the share capital of the Company based on the
ANNUAL REPORT 2012
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provisions on the authorised capital.« The resolution was not passed since it was supported by only 1,858,354 or 37.01% of the votes cast. The adoption requires a majority of three-quarters or 75% of the votes cast.
ITEM 5: RESCHEDULING OF FINANCIAL LIABILITIES
RESOLUTION TO ITEM 5:
The General Meeting calls on the creditor banks to agree with Pivovarna Laško and the companies of the Laško Group on a comprehensive long-term rescheduling of financial liabilities under favourable market conditions by 30 March 2012. The rescheduling should contain moratorium on the repayment obligations concerning the principals that should mature with the receipt of the purchase sum after having sold the investment into Mercator or after the recapitalisation of the parent company but not
LAŠKO GROUP
later than 30 June 2013. With the debt rescheduling all the Laško Group companies could reach the
32
sustainable level of debt in 10 years (2–3x EBITDA). The rescheduled dynamics of the payment obligations should be coordinated with the planned cash flows arising from the core activities of individual companies in the Group. This rescheduling will result in the reduction of financial risks, which will enable normal operations, development and long-term existence. The resolution was passed with 4,192,427 or 93.60% of the votes cast.
ITEM 6: INFORMATION OF THE GENERAL MEETING AND CONSENT GIVEN TO THE SALE/PURCHASE CONTRACT WITH REGARD TO THE SHARES OF POSLOVNI SISTEM MERCATOR, D. D.
No resolution was adopted by the General Meeting since the shareholders only got acquainted with the sale/purchase contract with regard to the shares of Poslovni sistem Mercator.
ITEM 7: APPROVAL OF THE PERFORMANCE OF SUPERVISION IN SUBSIDIARY COMPANIES
RESOLUTION TO ITEM 7:
In accordance with Article 41 of the Companies Act, the General Meeting gives consent to the appointment of the members of the Supervisory Board of Pivovarna Laško into the supervisory boards of the subsidiary companies. The resolution was passed with 3,925,776 or 92.42% of the votes cast.
ITEM 8: AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
RESOLUTION TO ITEM 8:
8.1. The Articles of association is amended so that article 14.a follows Article 14 and reads as follows:
»Article 14.a Members of the Management Board of the Company can be appointed members of the management boards and supervisory boards in subsidiary companies that are or could be in competitive relationship with the activity of the Company.« The Articles of association is amended so that article 16.a follows Article 16 and reads as follows:
Company.« 8.2. Article 23 of the Articles of association is amended and reads as follows: »Article 23 For their work, the members of the Supervisory Board are entitled to the payment for the performance of the function, attendance fees and reimbursement of travel cost and other eligible costs due to the performance of a function. The level of payment for the performance of the function, attendance fees and reimbursement of
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boards in subsidiary companies that are or could be in competitive relationship with the activity of the
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»Article 16.a Members of the Supervisory Board of the Company can be appointed members of the supervisory
The payment to external members of the committees of the Supervisory Board is determined by the Supervisory Board.«
LAŠKO GROUP
travel cost and other eligible costs from the previous paragraph is defined by the General Meeting.
Article 39 of the Articles of association is added a net third paragraph that reads as follows:
33 »The amendment of article 23 of the Articles of Association adopted at the General Meeting on 30 January 2012 enters into force on 1 January 2012.« The resolution was passed with 4,690,351 or 93.56% of the votes cast.
ITEM 9: DETERMINATION OF REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD
RESOLUTION TO ITEM 9:
For the attendance at the session, a member of the Supervisory Board is entitled to the attendance fee that amounts to EUR 275.00 (gross amount). A member of a committee of the Supervisory Board is entitled to the attendance fee for the attendance at the session of the committee that equals 80% of the attendance fee of the Supervisory Board member. In the case of a correspondence session the attendance fee equals 80% of the ordinary attendance fee. A member of the Supervisory Board is entitled to attendance fee irrespective of the number of sessions the Supervisory Board member attends in an individual financial year until the total amount of the attendance fees paid, for either the Supervisory Board sessions or the sessions of the committees of the Supervisory Board, in an individual financial year reaches 50% of the remuneration for the performance of the function of a member of the Supervisory Board. In addition to the attendance fee, a member of the Supervisory Board is also entitled to the basic remuneration for the performance of the function of a Supervisory Board member equalling EUR 12,000.00 gross annually. The chairman of the Supervisory Board is entitled to the additional payment equalling 50% of the basic remuneration for the performance of the function of a Supervisory Board
member whereas the deputy chairman is entitled to the additional payment equalling 10% of the basic remuneration for the performance of the function of a Supervisory Board member. A member of a committee of the Supervisory Board is entitled to the additional payment equalling 25% of the basic remuneration for the performance of the function of a Supervisory Board member whereas the chairman of a committee of the Supervisory Board is entitled to the additional payment equalling 50% of the basic remuneration for the performance of the function of a Supervisory Board member and the deputy chairman of a committee of the Supervisory Board is entitled to the additional payment equalling
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10% of the basic remuneration for the performance of the function of a Supervisory Board member. Regardless of the number of committees the Supervisory Board member is a member of in the individual financial year, the individual member of the Supervisory Board is entitled to the additional payment for the performance of the functions of committees until the total amount of these additional payments in the financial year totals 50% of the basic remuneration for the performance of the
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function of a Supervisory Board member. The members of the Supervisory Board receive the basic remuneration and the additional payment for the performance of functions to which they are entitled in proportionate monthly payments until they perform the functions. A monthly payment amounts to one-twelfth of the above listed annual sums. The members of the Supervisory Board are entitled to the reimbursement of travel cost, daily allowances and accommodation costs resulting from their work in the Supervisory Board or in the Supervi-
LAŠKO GROUP
sory Board committee up to the level defined in the regulations governing the reimbursement of costs related to work and other revenues that are not included in the taxable amount. The accommodation costs can be reimbursed when the place of the work of the Board is at least 100 km distance from the permanent or temporary residence of the Supervisory Board member and the location of the work of the Board is at least 100 kilometres and when the member cannot return the same day since according to the timetable no ride was planned in public transport or for other objective reasons.
34 This resolution shall apply from 1 January 2012. From the date of entry into force of this resolution, the resolution adopted by the General Meeting on 31 August 2009 shall expire. The resolution was passed with 3,958,736 or 80.72% of the votes cast. PLANNED CHALLENGING ACTION
The KS Naložbe shareholder announced a challenging action regarding the adopted resolutions 3.1. and 3.2. The minutes of the General Meeting are available on the external websites of AJPES (Business register of Slovenia). RESOLUTIONS OF THE 20TH GENERAL MEETING OF SHAREHOLDERS OF PIVOVARNA LAŠKO
The 20th General Meeting of the shareholders of Pivovarna Laško adopted the following relevant decisions: ITEM 2: ACQUAINTANCE OF THE GENERAL MEETING WITH THE REPORT OF THE SUPERVISORY BOARD ON THE ADOPTION OF THE AUDITED ANNUAL REPORT FOR 2011, ACQUAINTANCE OF THE GENERAL MEETING WITH THE COVER OF NET LOSS, ACQUAINTANCE OF THE GENERAL MEETING WITH THE REMUNERATION OF THE MANAGEMENT AND SUPERVISORY BOARD MEMBERS AND THE DECISION CONCERNING THE DISCHARGE TO BE GIVEN TO THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
RESOLUTIONS TO ITEM 2:
2.1. The General Meeting is acquainted with the report of the Supervisory Board on the verification and adoption of the audited Annual Report for financial year 2011.
2.2. The General Meeting is informed that as of 31 December 2011 the net loss for the financial year 2011 totals EUR 15,528,268 EUR and that the Management in agreement with the Supervisory Board covered it with other profit reserves in the amount of EUR 391,649 and capital reserves amounting to EUR 15,136,619. 2.3. The General Meeting is informed of the remuneration of the Management Board and Supervi-
The resolutions 2.1. to 2.3. are informative and were not put to the vote. 2.4. The General Meeting grants the Management Board the discharge for the 2011 financial year. The resolution was passed with 7,425,382 or 99.54% of the votes cast. The adoption requires a ma-
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sory Board members in the Company and its subsidiaries in the 2011 financial year.
The resolution was passed with 7,454,151 or 99.93% of the votes cast. The adoption requires a majority of the votes cast (simple majority).
ITEM 3: INCREASE IN SHARE CAPITAL PAID IN CASH (CAPITAL INJECTION)
Resolution to Item 3 proposed by the Management Board and Supervisory Board of the Company was not passed since it was only supported by 1,853,463 or 25.38% of the votes cast. The adoption of a
LAŠKO GROUP
2.5. The General Meeting grants the Supervisory Board the discharge for the 2011 financial year.
ANNUAL REPORT 2012
jority of the votes cast (simple majority).
resolution requires at least a three-quarter majority vote.
35 ITEM 4: ACQUAINTANCE OF THE GENERAL MEETING WITH THE TERMINATION OF THE CONTROLLING CONTRACTS AND WITH THE ORGANISATION OF A CONTRACT-BASED GROUP
RESOLUTION TO ITEM 4:
The General Meeting is informed of the termination of the Controlling Contract and of the Organisation of a Contract-based Group concluded on 27 December 2011 between Pivovarna Laško d. d., the parent company, and Pivovarna Union d. d., the subsidiary company and of the termination of the Controlling Contract and of the Organisation of a Contract-based Group concluded on 27 December 2011 between Pivovarna Laško d. d., the parent company, and Radenska d. d., Radenci, the subsidiary company. The resolution is informative and was not put to the vote. ITEM 5: APPOINTMENT OF THE AUDITOR FOR THE 2012 FINANCIAL YEAR
RESOLUTION TO ITEM 5:
The General Meeting appoints the audit firm Deloitte Revizija, d. o. o., Ljubljana for the purpose of auditing the 2012 annual accounts. The resolution was passed with 7,442,153 or 99.77% of the votes cast. The adoption requires a majority of the votes cast (simple majority). PLANNED CHALLENGING ACTION
No challenging action regarding the adopted resolutions was announced.
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 Management Board. The composition of the Supervisory Board is defined in the Articles of Association of the Com-
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pany. 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 Articles of Association. Four members of the Supervisory Board elected by the General Meeting of Shareholders are capital representatives, while the other two Supervisory Board members are employee representatives and are elected by the Worker’s Council.
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The Supervisory Board is appointed by the General Meeting of Shareholders by a majority of the votes of the shareholders cast except for the members of the Supervisory Board who are elected by the Worker’s Council. The Supervisory Board members are elected for a period of four years and their appointment is renewable following the expiry of their term of office. 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 de-
LAŠKO GROUP
clare its will and announce decisions adopted by the Supervisory Board. The Chairman of the Supervisory Board represents 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, unless otherwise specified in 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
36
initiative of the Management Board. The Supervisory Board takes decisions at sessions. Within one month from the submission of the annual report, the Supervisory Board must 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.
SUPERVISORY BOARD COMPOSITION SUPERVISORY BOARD COMPOSITION AS OF 31 DECEMBER 2011 AS OF 31 DECEMBER 2012
Capital representatives:
Capital representatives:
Dr Vladimir Malenković, Chairman
Dr Vladimir Malenković, Chairman
Dr Borut Bratina
Dr Borut Bratina
Borut Jamnik
Borut Jamnik
Dr Peter Groznik
Dr Peter Groznik
Employee representatives:
Employee representatives:
Bojan Cizej, Deputy Chairman
Bojan Cizej, Deputy Chairman
Dragica Čepin, MSc
Dragica Čepin, MSc
1. DR VLADIMIR MALENKOVIĆ
Vladimir Malenković has been the Supervisory Board member of Pivovarna Laško, d. d. since 31 August 2009 and Chairman of the Supervisory Board of Pivovarna Laško, d. d. since 29 April 2011. Education: DSc in Strategic Management, the Faculty of Economics in Ljubljana in 2005
2. DR BORUT BRATINA
Borut Bratina has been a member of the Supervisory Board of Pivovarna Laško, d. d. since June 2011. Education: DSc in Legal Sciences - Faculty of Law, University
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Board of Premogovnik Velenje, d. d.
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He has been employed as a member of the Management
He has been employed at the Faculty of Economics and Business, University of Maribor as Associate Professor of Business Law and the Chair of the Business and Corporate law.
LAŠKO GROUP
of Maribor, 1997
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3. BORUT JAMNIK
Borut Jamnik has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 24 June 2011. Education: BSc in mathematics Engineering. He has been employed as the chairman of the Management Board of the company Modra zavarovalnica, d. d.
4. DR PETER GROZNIK
Peter Groznik has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 16 July 2010. Education: DSc in Finance, Kelley School of Business, Indiana University Bloomington (United States of America), 2003. He has been employed as a member of the Management
ANNUAL REPORT 2012
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Board of Gorenje, d. d.
5. BOJAN CIZEJ
Bojan Cizej has been a member of the Supervisory Board of Pivovarna Laško, d. d. since 6 April 2011. Education: BSc in Food Technology, Biotechnical Faculty, University of Ljubljana, 1993.
LAŠKO GROUP
He has been 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. Education: MSc in Economics, Eonomics Business Faculty, University of Maribor, 2001. She has been employed by Pivovarna Laško, d. d. since 1981.
CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO, D. D.
In 2012, the composition of the Supervisory Board of Pivovarna Laško, d. d. did not change. AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO, D. D.
The tasks of the Audit Committee are specified in Article 280 of the Companies Act, with the key ones comprising:
• monitoring of the process of financial reporting and statutory audits of the annual and consolidated financial statements, • monitoring the independence, impartiality and effectiveness of the auditor for the Company’s annual report, • submitting a proposal to the Supervisory Board for the appointment of a candidate for the annual
sory Board. AUDIT COMMITTEE COMPOSITION AUDIT COMMITTEE COMPOSITION AS OF 31 DECEMBER 2011 AS OF 31 DECEMBER 2012
Dr Peter Groznik – Chairman
Dr Peter Groznik – Chairman
Bojan Cizej
Bojan Cizej
Igor Teslić
Igor Teslić
CHANGES IN THE COMPOSITION OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD
In 2012, the composition of the Audit committee of the Supervisory Board of Pivovarna Laško, d. d. did not change.
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• assessment of the drawn-up annual report including the formulation of proposal for the Supervi-
LAŠKO GROUP
• supervision of the integrity of the financial information provided by the Company,
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report auditor,
HUMAN RESOURCES COMMITTEE OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO
The Companies Act does not define the tasks of the Human Resources committee. In compliance with point B.2 Annex B to the Management code for publicly traded companies (Ljubljana, 8 December 2009) the Human Resource committee is mainly responsible for: • provision of assistance to the Supervisory Boars and preparation of proposals on criteria and candidates for the Management Board members whereby it needs to balance the skills, knowledge and experience and prepare a description of the qualifications required for each individual post, • assessment of the size, composition and functioning of the Management Board at regular intervals, • provision of support in evaluating the work of the Management Board and the preparation of reasoned grounds for the recall of individual board members if required • Provision of the support in the design and implementation of the remuneration system for the Management Board. HR COMMITTEE COMPOSITION HR COMMITTEE COMPOSITION AS OF 31 DECEMBER 2011 AS OF 31 DECEMBER 2012
Borut Jamnik – Chairman
Borut Jamnik – Chairman
Dr Borut Bratina
Dr Borut Bratina
Dragica Čepin, MSc
Dragica Čepin, MSc
CHANGES IN THE COMPOSITION OF THE HUMAN RESOURCES COMMITTEE OF THE SUPERVISORY BOARD
In 2012, the composition of the Human Resources committee of the Supervisory Board of Pivovarna Laško, d. d. did not change.
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CHANGES IN THE SUPERVISORY BOARDS IN SUBSIDIARIES
In 2012, the composition of the supervisory boards in subsidiaries of Pivovarna Laško, d. d. did not change.
2.1.3 MANAGEMENT BOARD
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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 risk treatment and management, acts with due care and diligence and protects the business secrets of the Company. The Management Board is composed of five members, namely: Dušan Zorko, MSc – Chairman of
ANNUAL REPORT 2012
the Management Board, Marjeta Zevnik – Management Board member, responsible for legal affairs, human resources and general affairs, Mirjam Hočevar – Management Board member, responsible for finance, Gorazd Lukman – Management Board member, responsible for sales and commerce and Matej Oset – Management Board member, 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
LAŠKO GROUP
Management Board’s recommendation. The term of office 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. MANAGEMENT BOARD OF PIVOVARNA LAŠKO, D. D.
40 MANAGEMENT BOARD COMPOSITION MANAGEMENT BOARD COMPOSITION AS OF 31 DECEMBER 2011 AS OF 31 DECEMBER 2012
Dušan Zorko, MSc – Chairman
Dušan Zorko, MSc – Chairman
Marjeta Zevnik
Marjeta Zevnik
Mirjam Hočevar
Mirjam Hočevar
Gorazd Lukman
Gorazd Lukman
Matej Oset
Matej Oset
1. DUŠAN ZORKO, MSC
Chairman of the Management Board of Pivovarna Laško, d. d. Education: MSc in Economics, VEKŠ, Maribor, 1988. In 1988, Dušan Zorko began his professional career at Kovinotehna and in 1990 became director of TOZD Zunanja
varna Union. On 24 July 2009 he became the Chairman of the Management Board of Pivovarna Laško, d. d.
2. MARJETA ZEVNIK
Marjeta Zevnik is a member of the Management Board responsible for legal, human resources and general affairs. Education: BSc LL, Faculty of Law, University of Ljubljana,
ANNUAL REPORT 2012
company Kovintrade and in 2004 the management of Pivo-
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trgovina. Two years later, he assumed the management of the
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 Administra-
LAŠKO GROUP
1986, bar exam in 1991.
tion. She became a member of the Management Board of Pivovarna Laško, d. d. on 5 August 2011 and on 1 December 2012 she also became the Management Board member of Pivovarna Union (in accordance with paragraph 2 Article 273 of the Companies Act this duty is provisionally exercised). While chairing the Management Board of Delo d. d., her po sition of the Supervisory Board Chair in this Company has been frozen. She is also a Supervisory Board member of Mercator, 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 administration 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. Education: BSc in Mathematics Engineering, Faculty of Mathematics and Physics, University of Ljubljana, 1990 She began working at Pivovarna Union, d. d. in 1990 as a Business report
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 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
LAŠKO GROUP
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onwards she has also been a member of the Management
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Board of Pivovarna Union, d. d. responsible for finance. She is also a member of the supervisory boards of Radenska, d. d. and Fructal, d. d., (until 27 January 2012) and administration 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. 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 1993. 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: MBA at IEDC Bled, BSc in Food Technology, Biotechnical Faculty, University of Ljubljana, 1992.
nologist in production and in 1997 he was promoted to the position of the head of beer production. In 2004, he became the head of the Production and Technical Sector and has been a member of the Management Board of Pivovarna Laško, d. d. since 5 August 2011. He is also the Chairman of the Assem-
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He began working at Pivovarna Laško, d. d. in 1993 as a tech-
ber 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. He has been a Management Board member of Pivovarna Union since 12 September 2012.
CHANGES IN THE COMPOSITION OF MANAGEMENT BOARDS OF SUBSIDIARIES
The changes in the composition of management boards of the subsidiaries in 2012 are described on page 110 of this report.
LAŠKO GROUP
ber of Agricultural and Food Companies of Slovenia, a mem-
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bly GIZ of Slovenian breweries, board member of the Cham-
43 2.1.4 MANAGEMENT IN THE LAŠKO GROUP 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 23 through 25 of this Report). Members of the management and administrative bodies of the subsidiaries as of 31 December 2012: RADENSKA, D. D., RADENCI
Manag. Board
Milan Hojnik
Superv. Board
Capital representatives:
Employee representatives:
Dragica Čepin, MSc –
Franko Lipičar – Deputy
Chairwoman
Chairman
Mirjam Hočevar
Dominik Omar
Pavel Teršek
RADENSKA MIRAL RADENCI, D. O. O. (SUBSIDIARY OF RADENSKA, D. D., RADENCI)
Manag. Board
Milan Hojnik
Superv. Board
The company does not have
a Supervisory Board.
LAŠKO GROUP
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PIVOVARNA UNION, D. D., LJUBLJANA
Manag. Board
Dušan Zorko, MSc – Chairman
Gorazd Lukman
Mirjam Hočevar
Marjeta Zevnik since 1 December 2012
Matej Oset since 1 December 2012
Superv. Board
Capital representatives:
Employee representatives:
Dr Peter Groznik – Chairman
Terezija Peterka – Deputy
Dr Vladimir Malenković
Chairwoman
Bojan Cizej
Primož Mlekuš
BIRA PEJA, SH. A., PEČ, KOSOVO (SUBSIDIARY OF PIVOVARNA UNION, D. D., LJUBLJANA)
CEO
Sebastjan Gergeta
Manag. Voard
Dušan Zorko, MSc
Mirjam Hočevar
Gorazd Lukman
Ekrem Lluka
Fatmir Gashi
BIRRA PEJA, SH. P. K., TIRANA, ALBANIJA (SUBSIDIARY OF BIRRE PEJE, SH. A. PEĆ, KOSOVO)
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Manag. Board
Korab Lluka
Superv. Board
The Company does not have
a Supervisory Board.
JADRANSKA PIVOVARNA - SPLIT, D,D
Manag. Board
Zlatko Bebić
Superv. Board
Capital representatives:
Employee representatives:
Gorazd Lukman – Chairman
Goran Domljanović
Pavel Teršek – Deputy
Chairman
VITAL MESTINJE, D. O. O.
Manag. Board
Mira Močnik
Superv. Board
The Company does not have
a Supervisory Board.
Jurij Giacomelli – Director until 12 September 2012
Marjeta Zevnik – Chairwoman since 12 September 2012
(deputises the misisng Management Board Chairman acc.to Article 273/2
of the Companies Act-1)
Irma Gubanec
Superv. Board
Capital representatives:
Employee representatives:
Robert Šega – Chairman
Branimir Piano
Marjeta Zevnik
Jure Flerin
(while chairing the Management
Board frozen position)
Dragica Čepin, MSc
IZBERI, D. O. O., LJUBLJANA (SUBSIDIARY OF DELO, D. D., LJUBLJANA)
Bogdan Romih
Superv. Board
The Company does not have a Supervisory Board.
LAŠKO GRUPA, D. O. O., SARAJEVO
Manag. Board
Šerif Krajišnik, until 1 April 2012
Goran Hadžič, since 1 April 2012
Superv. Board
As of 31 December 2012
the Company did not have
a Supervisory Board.
It was formed on 11 January 2013.
Capital representatives:
Matjaž Zupin – Chairman
Pavel Teršek – Deputy Chairman
Dragica Čepin, MSc
FIRMA DEL, D. O. O., LAŠKO
Manag. Board
Dušan Zorko, MSc
Superv. Board
The Company does not have a Supervisory Board.
LAŠKO GRUPA, D. O. O., ZAGREB
Manag. Board
Boris Matijaščić
Superv. Board
The Company does not have a Supervisory Board.
LAŠKO GROUP
Manag. Board
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Manag. Board
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DELO, D. D., LJUBLJANA
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LAŠKO GROUP
ANNUAL REPORT 2012
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2.2 Statement on corporate governance and compliance with the Corporate Governance Code
THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF PIVOVARNA LAŠKO HEREBY DECLARE THAT THE COMPANY COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT CODE FOR PUBLICLY TRADED COMPANIES.
2.2.1 COMPLIANCE OF COMPANY MANAGEMENT WITH THE PROVISIONS OF THE MANAGEMENT CODE FOR PUBLICLY TRADED COMPANIES The Management Board and Supervisory Board of Pivovarna Laško, d. d., hereby declare that the
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Company observes the provisions of the Corporate Governance Code for Publicly Traded Companies of 8 December 2009 that commenced use on 1 January 2010 (hereinafter: the 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 2012 and is also available on the Company’s website www.pivo-lasko.si. The Statement refers to the 2012 financial year, i.e. from 1 January to 31 December 2012. 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 regarding discrepancies from individual provisions of the Code are given by the Management and Supervisory Board of the Company in the 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’s Articles of Association; • 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 of the Group. The basis of 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 Boards. • Provision 8 (paragraph 2) and 17.2; The Supervisory Board members 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
• Provision 8.7; The Rules of Procedure of the Supervisory Board do not contain any 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 communicate with the public. Important decisions of the Supervisory Board are published
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fulfil all the criteria of independency as defined in Point C.3 Annex C of the Code;
the Group; • 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 employees; • Provision 16.1; The remuneration of members of the Management Board is fixed. After adopting
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on the SEOnet website of the Ljubljana Stock Exchange and on the websites of the companies in
an individual 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
LAŠKO GROUP
the annual report, the Supervisory Board may at its own discretion based on the criteria defined in
the Management Policy. Expert services ensure Company communications and transparency of operations; • Provision 21.3; The Company does not publish announcements in foreign languages.
2.2.2 MAIN CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN CONNECTION WITH 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 visibility of all processes and the management of risks related to financial reporting. At the same time, the internal control system establishes a mechanism for preventing irrational use of assets and contributes to cost-effectiveness. The system of internal controls includes the procedures that ensure: • 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; • 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.
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The 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 and by the Internal audit service established on 1 October 2012. The adequacy of control operations within the scope of the information system is examined by the authorized external contractors on an annual basis.
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2.2.3 EXTERNAL AUDIT REGULAR EXTERNAL AUDIT
To ensure consolidation and standardisation within the Laško Group, the general meetings of Pivovarna Laško, Pivovarna Union, Ljubljana, Radenska and Delo, Ljubljana, appointed the auditing firm
LAŠKO GROUP
ANNUAL REPORT 2012
Deloitte Revizija, Ljubljana, as the certified auditor which within the scope of auditing the financial statements reports to the Management Board, Supervisory Board and Audit Committee of the Supervisory Board on its findings.
2.2.4 DATA IN ACCORDANCE WITH PARAGRAPH 6 ARTICLE 70 OF THE COMPANIES ACT-1 3. The Data on significant direct ownership of the Company’s securities are given on page 55 of this Annual Report. Direct ownership of the Management Board is disclosed on page 58 of the same annual report. 4. The Company’s Articles of association does not contain any provisions granting holders of securi-
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ties any special controlling rights. 6. The Articles of Association of the Company does not contain limitations regarding particular shares or a defined number of votes. The Articles of Association of the Company prescribes that shareholders intending to attend a General Meeting of Shareholders need to 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 exercise their voting rights. 8. In accordance with the Articles of Association 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 the Management Board members are appointed and recalled by the Supervisory Board, whereby members of the Management Board are appointed upon the proposal of the Chairman of the Management Board. 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 Articles of Association the Supervisory Board consists of six members of whom four are capital representatives and two are employee representatives. The Supervisory Board members – capital representatives – are appointed by the General Meeting of Shareholders through a simple majority vote of the shareholders in attendance whereas the two members of the Supervisory Board who are employee representatives 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 Articles of Association defines that a three-quarter majority vote by the General Meeting is required for an amendment of the Articles of Association.
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
2.2.5 DATA ON THE FUNCTIONING OF THE GENERAL MEETING OF THE SHAREHOLDERS The data on operations of the General Meeting of Shareholders and its key competences and a
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valid for 36 months from the receipt of the General Meeting decision and expired on 31 August 2012.
Management on pages 29 to 35 of this Annual Report.
2.2.6 DATA ON THE MANAGEMENT BOARD AND SUPERVISORY BOARD The data on the composition and operation of the management and control bodies and their com-
ANNUAL REPORT 2012
description of shareholders’ rights and the method of their declaration are included in the chapter
LAŠKO GROUP
mittees are included in the Corporate Governance chapter on pages 36 to 43 of this Annual Report. Laško, 28 February 2013
Dušan Zorko, MSc
Dr Vladimir Malenković
Chairman of the
Chairman of the
Management Board
Supervisory Board
Marjeta Zevnik Management Board member
Mirjam Hočevar Management Board member
Gorazd Lukman Management Board member
Matej Oset Management Board member
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LAŠKO GROUP
ANNUAL REPORT 2012
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2.3 Report of the Management Board of Pivovarna Laško, d. d., on extent of influence in accordance with Article 545 of theCompanies Act (ZGD-1) WITH THIS REPORT PIVOVARNA LAŠKO, D. D. INDICATES MEASURES TO COMPENSATE THE DAMAGE ARISING FROM HARMFUL LEGAL TRANSACTIONS BY THE FORMER MANAGEMENT BOARD OF THE COMPANY.
As a subsidiary company within a multi-level actual concern Pivovarna Laško, d. d., concluded legal transactions in 2008 and 2009 which were established as damaging. The loans given to the companies Center Naložbe and Infond Holding d. d. were never paid back. The purchase of shares of Thermana d. d. – Zdravilišče Laško by Infond Holding, d. d., was implemented according to the acquisition
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price that was higher than the assessed market value of the Thermana shares at that time. The parent company in the multi-level going concern Atka-Prima did not compensate the loss at the latest by the end of the year in which the dependent company suffered the loss. The Management Board of Pivovarna Laško took all measures required with due diligence, namely: • Pivovarna Laško declared the outstanding receivables with default interest in the bankruptcy proceedings against Infond Holding on 29 March 2010 amounting to EUR 1,892,319.26 and submitted a request for the establishment of a creditor’s meeting. Bankruptcy proceedings have been initiated. • On 10 November 2011, it declared the outstanding receivables with default interest in the bankruptcy proceedings against Center naložbe amounting to EUR 6,487,493.35 and submitted a request for the establishment of a creditor’s meeting. Bankruptcy proceedings have been initiated. • The Company filed an action for damages on 12 January 2011 against the defendants: the company Atka-Prima and Boško Šrot as its co-owner and the legal representative and director of Pivovarna Laško at that time for the payment of EUR 13.3 million. The procedure is underway. The witnesses were heard and then the expert in economics was appointed. The case is in the phase of providing expert opinion. • On 3 July 2012, the application for interim measures against the Atka-Prima Company and Boško Šrot was lodged due to the prohibition of a disposition of securities, the prohibition of disposal and burdening of property and other matters relating to the previous indent. The decision of the Court of 13 July 2012 upheld the applicant’s claims in their entirety. The appeal of the defendants was rejected on 26 October 2012. The case is in the phase of a decision concerning the appeal of the defendants against the decision issued.
• On 3 July 2012, the action was brought before the Court to challenge the debtor legal actions and an application for an interim measure (together with the companies Pivovarna Union, Radenska, Delo and Fructal) due to the prohibition of the alienation or disposal of the movable property and due to the prohibition of the alienation or disposal of the securities against Anica Šrot Aužner. The reason for bringing an action was the transfer of securities and property by the Atka-Prima Company and Boško Šrot to Anica Šrot Aužner. The result is the damage to creditors. With the decree for interlocutory injunction that the Court passed on 11 July 2012 it upheld the plaintiff’s motion in
A possibility exists that Pivovarna Laško will file additional lawsuits in the future for damages since the entire scope of damage suffered is not yet known. Two potential compensations for damages exist according to currently known facts: • The pledge of 345,304 RARG shares of Radenska whose owner is Pivovarna Laško to secure a loan from NKBM granted to the company Center Naložbe in the amount of EUR 6,250,000 on 12 March 2009; in this transaction Pivovarna Laško acted as the lienee based on the loan agreement on the pledge of book-entry securities of 5 June 2009. The book value of the RARG pledged shares as of 31 December 2012 was EUR 3,637,650. On 22 November 2011, Pivovarna Laško received the judgment of the District Court in Maribor, whereby the Court allowed the payment of claims from the value
ANNUAL REPORT 2012
the defendants against the decree for interlocutory injunction.
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its entirety. And on 13 December 2012, the Court conducted a hearing to deal with the objections of
the amount of EUR 7,349,552.25 and legal default interest. On 11 January 2012, Pivovarna Laško received the enforcement decision from the District Court in Maribor, whereby the court approved the proposed enforcement by entering the enforcement decision into the register of KDD for the 345,304 RARG pledged shares, the sale of these shares, and repayment to the creditor or NKBM
LAŠKO GROUP
of the pledged shares and authorized the enforcement on the pledged shares to repay the claim in
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 will experience loss or damage. • Pivovarna Laško received a letter from Perutnina Ptuj on 23 November 2009 in which the latter indicated that based on the loan agreement with the companies Infond Holding and Center naložbe and the comfort letter of 31 December 2008 signed by the former Director of Pivovarna Laško, Boško Šrot on behalf of Pivovarna Laško it had been paying the liabilities. Since the companies had ceased repayment of the loans, Perutnina Ptuj demanded the payment in the approximate amount of EUR 11 million from Pivovarna Laško based on the comfort letter. Pivovarna Laško did not acknowledge the claim for it was not acquainted with the existence of the comfort letter of 31 December 2008 nor with the circumstances and business relationships among the legal persons. Perutnina Ptuj, d. d. for the enforcement of the aforementioned claim filed a lawsuit which Pivovarna Laško received on 15 February 2011 whereby Perutnina Ptuj demands a payment in the amount of EUR 10,116,488.7 from the defendant, Pivovarna Laško. The plaintiff Perutnina Ptuj stated in the lawsuit that it had suffered damages since the defendant had failed to fulfil the obligations stemming from the comfort letter of 10 January 2009. Pivovarna Laško responded to the lawsuit and repudiated the claim in full, seeing no grounds for the plaintiff’s claim. By order of 22 November 2011, the Court allowed the intervention by former Director of Pivovarna Laško, Boško Šrot. The Court of first instance has not yet made a decision regarding the claim. If Perutnina Ptuj succeeds with the lawsuit, Pivovarna Laško will be at a disadvantage and suffer loss. At the 19th regular General Meeting of Pivovarna Laško held on 30 January a decision concerning a contract-based group with Pivovarna Union and Radenska was adopted. The controlling contracts concluded between Pivovarna Laško and Pivovarna Union and between Pivovarna Laško and Radenska of 27 December 2012 were entered into the court register on 6 February 2012.
51
On 26 April 2012, in accordance with paragraph 1 Article 539 of the Companies Act Pivovarna Laško terminated (in writing) the Controlling Contract between Pivovarna Laško and Pivovarna Union and the Controlling Contract between Pivovarna Laško and Radenska both concluded on 27 December 2012. The termination of the contracts entered into force with the receipt of the written notice of the contract termination by the abovementioned subsidiaries, namely on 26 April 2012. The termination of controlling contracts was the pre-condition that one of the banks imposed to the companies Pivo-
LAŠKO GROUP
ANNUAL REPORT 2012
Business report
varna Laško, Pivovarna Union and Radenska in order to reschedule their financial obligations.
Laško, 4 March 2013
Dušan Zorko, MSc
Chairman of the Manag. Board
Marjeta Zevnik
Management Board member
Mirjam Hočevar
Management Board member
Gorazd Lukman
Management Board member
Matej Oset
Management Board member
52
2.4
PIVOVARNA LAŠKO, A JOINT-STOCK COMPANY, OWNED BY MORE THAN 7,000 DOMESTIC AND FOREIGN SHAREHOLDERS HAS BEEN TREADING DOWN THE PATH OF DEVELOPMENT WITH THE BASIC BUSINESS
ANNUAL REPORT 2012
Business report
Shareholders
Since 1995, Pivovarna Laško has been organised as a joint-stock company. At the end of the 2012 financial year, it had 7,209 shareholders, which is by 283 shareholders or 3.8% less than at the end of
LAŠKO GROUP
ORIENTATION: TO OFFER THE CONSUMERS THE MOST QUALITY BEER AND ITS EXCELLENT SUPPLY.
2011.
53 NUMBER OF SHAREHOLDERS
Shareholders as of 31/12 Chain index
2010 2011 2012
7,940
7,492
7,209
/ 94.4 96.2
2.4.1 A PILR SHARE ON THE STOCK EXCHANGE In 2012, there was no significant trading in the Pivovarna Laško (PILR) shares on the Ljubljana Stock Exchange. Neither in 2011 nor in 2012 the PILR share was interesting to investor since the average value of the share at the end of 2012 was lower than at the beginning of the same year. Such movements of the share value are also the result of the challenging economic situation and consequently also of lower living standard of the population, which prevents from investments into securities.
2.4.2 OWNERSHIP STRUCTURE IN TERMS OF EQUITY As of 31 December 2012, the share capital of the Company amounts to EUR 36,503,305 and is divided into 8,747,652 no par-value shares all of which have been paid in full. These are all ordinary and registered shares issued in uncertificated form bearing the PILR and PILH ticker symbols.
OWNERSHIP STRUCTURE IN TERMS OF EQUITY - PIVOVARNA LAŠKO, D. D.
OWNERSHIP STRUCTURE IN TERMS OF EQUITY OF PIVOVARNA LAŠKO D. D. AS OF 31 DECEMBER 2012
15.3 %
NLB, d. d.
23.5 %
Business report
Hypo Alpe-Adria-Bank, AG Kapitalska družba, d.d.
13.7 % 7.1 %
Other legal entities
ANNUAL REPORT 2012
7.1 %
LAŠKO GROUP
Probanka, d. d.
Natural persons Foreigners
26.3 %
7.0 %
OWNERSHIP STRUCTURE IN TERMS OF EQUITY OF PIVOVARNA LAŠKO D. D. AS OF 31 DECEMBER 2011
15.1 % NLB, d. d.
23.5 % 13.6 %
Kapitalska družba, d.d. Hypo Alpe-Adria-Bank, AG
54
7.1 %
7.1 %
Probanka, d. d. Other legal entities Natural persons
7.0 % 26.6 %
Foreigners
(in %)
2010 2011 2012
Legal entities
71.4 71.3 71.0
Natural persons
13.8 13.6 13.7
Foreigners
14.9 15.1 15.3
Total
100.0 100.0 100.0
BIGGEST SHAREHOLDERS OF PIVOVARNA LAŠKO, D. D.
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, equity sub-fund
439,557
5.025
7.
Abanka, d. d.
285,463
3.263
8.
Banka Celje, d. d.
252,500
2.886
9. 10.
Banka Koper, d. d.
230,471
2.635
Total - 10 biggest shareholders
6,154,377
70.355
Other small shareholders
2,593,275
29.645
Total - all shareholders
8,747,652
100.000
(31/12/2011)
NLB, d. d.
Number of shares in % place
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, equity sub-fund
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 - 10 biggest shareholders
6,161,064
70.431
Other small shareholders
2,586,588
29.569
Total - all shareholders
8,747,652
100.000
As of 31 December 2012, ten of the biggest shareholders possessed a total of 6,154,377 shares or 70.4 % of total share capital, which was 6,687 less than on 31 December 2011.
Business report
2,056,738
ANNUAL REPORT 2012
NLB, d. d.
No. of shares in % place
LAŠKO GROUP
(31/12/2012)
55
EQUITY OWNERSHIP STRUCTURE OF SUBSIDIARIES
BIGGEST SHAREHOLDERS OF RADENSKA, D. D., RADENCI (ACCORDING TO AN EXCERPT FROM THE CENTRAL SECURITIES CLEARING CORPORATION (KDD))
(31/12/2012)
LAŠKO GROUP
ANNUAL REPORT 2012
Business report
Pivovarna Laško, d. d.
Number of shares in % place
4,153,644
82.058
1.
600,000
11.853
2.
Slovenijales, d. d.
22,062
0.436
3.
Radenska, d. d., Radenci
19,236
0.380
4.
Slatnar Sonja
2,063
0.041
5.
Vrankar Anton
1,500
0.030
6.
Potočnik Marko
1,451
0.029
7.
4 F, d. o. o.
1,260
0.025
8.
Camlek Marija
1,164
0.023
9.
Molj Bojan
1,162
0.023
10.
4,803,542
94.897
258,314
5.103
5,061,856
100.000
*DBS, d. d.
Total - 10 biggest shareholders Other small shareholders Total - all shareholders
* The ownership stake of 11.85% in the shares of Radenska, Radenci by the DBS Company 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. More information is given in the notes in the financial section of this Report, on pages 253 and 254.
56 (31/12/2011)
Pivovarna Laško, d. d. *DBS, d. d.
Number of shares in % place
4,148,703
81.960
1.
600,000
11.853
2.
Slovenijales, d. d.
22,062
0.436
3.
Radenska, d. d., Radenci
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 - 10 biggest shareholders Other small shareholders Total - all shareholders
259,751
5.132
5,061,856
100.000
As of 31 December 2012, the ownership stake of the parent company, Pivovarna Laško, in Radenska increased from 81.060% to 82.058%.
BIGGEST SHAREHOLDERS OF PIVOVARNA UNION, D. D. LJUBLJANA
97.922
1.
May Alexander
3,652
0.810
2.
Skandij, d. o. o
384
0.085
3.
Potočnik Marko
118
0.026
4.
Pintar Nina
100
0.022
5.
Molj Bojan
94
0.021
6.
Srakar Drago
86
0.019
7.
Pivovarna Union, d. d.
69
0.015
8.
MIF Invest, d. d.
60
0.013
9.
50
0.011
10.
446,353
98.945
Slatnar Sonja Total - 10 biggest shareholders Other small shareholders Total - all shareholders
(31/12/2011)
Pivovarna Laško, d. d.
4,761
1.055
451,114
100.000
Number of shares in % place
441,617
97.895
1.
May Alexander
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.
Slatnar Sonja
50
0.011
10.
446,246
98.921
4,868
1.079
451,114
100.000
Total - 10 biggest shareholders Other small shareholders Total - all shareholders
As of 31 December 2012, the ownership stake of the parent company, Pivovarna Laško, in Pivovarna Union increased from 97.895% to 97.922%.
OWNERSHIP INTERESTS IN JADRANSKA PIVOVARA – SPLIT, D. D.
(31/12/2012)
Pivovarna Laško, d. d. Ostali small shareholders Total - all shareholders
Number of shares in % place
5,396,852
99.459
1.
29,365
0.541
2.
5,426,217
100.000
As of 31 December 2012, the business shares of the parent company Pivovarna Laško and of other small shareholders in Jadranska pivovara – Split is the same as on the last day in 2011.
Business report
441,740
ANNUAL REPORT 2012
Pivovarna Laško, d. d.
Number of shares in % place
LAŠKO GROUP
(31/12/2012)
57
BUSINESS SHARES IN VITAL MESTINJE, D. O. O.
(31/12/2012) in % place
ANNUAL REPORT 2012
Business report
Pivovarna Laško, d. d.
96.920
1.
Other partners
3.080
2.
Total - all partners
100.000
As of 31 December 2012, the business shares of the parent company Pivovarna Laško and of other small shareholders in Vital Mestinje remain unchanged compared to the previous year.
OWNERSHIP INTERESTS IN DELO, D. D., LJUBLJANA
(31/12/2012)
Number of shares in % place
Pivovarna Laško, d. d.
539,536
80.834
1.
Radenska, d. d., Radenci Total - all shareholders
127,928
19.166
2.
667,464
100.000
LAŠKO GROUP
As of 31 December 2012, the business shares of the parent company Pivovarna Laško and of other small shareholders in the Delo Company remain unchanged compared to the previous year.
BALANCE OF SHARES AND STAKES OF THE MANAGEMENT BOARD MEMBERS OF PIVOVARNA LAŠKO, IN SHARE CAPITAL OF THE COMPANY AS OF 31 DECEMBER 2012
58 (shareholder)
Membership Number of shares Participation in %
Dušan Zorko, MSc
Mgt Brd - Chairman
3,019
0.0345
Marjeta Zevnik
Management Board
2,247
0.0257
Mirjam Hočevar
Management Board
2,244
0.0257
Gorazd Lukman
Management Board
1,696
0.0194
Matej Oset
Management Board
2,275
0.0260
Total 11,481 0.1312
SHARES AND STAKES OF THE MEMBERS OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO IN THE COMPANY’S SHARE CAPITAL AS OF 31 DECEMBER 2012
(shareholder)
Membership Number of shares Participation in %
Bojan Cizej
Supervisory Board
3,180
0.0364
Dragica Čepin, MSc
Supervisory Board
3,413
0.0390
Total 6,593 0.0754
The other members of the Supervisory Board were not holders of shares of Pivovarna Laško as of 31 December 2012.
INCREASE IN THE SHARE CAPITAL
On 30 January 2012, the General Meeting of Pivovarna Laško decided to increase the share capital of the Company by consideration in cash; however, the resolution was not passed. Also the General Meeting held on 29 August 2012 decided to increase the share capital of the Company by consideration in cash but the resolution was not adopted. AUTHORISED AND CONDITIONAL CAPITAL
in share capital. There was no increase in share capital since the contract-based group was terminated or cancelled. AUTHORISATION TO THE MANAGEMENT BOARD TO ACQUIRE OWN SHARES
Business report
The General Meeting of Shareholders of the Company did not take any decisions regarding the conditional increase in share capital or regarding authorised capital in 2012 except on a 5-percent increase
2.4.3 SHARES The shares of Pivovarna Laško with the PILR ticker symbol have been quoted on the regulated securities market of the Ljubljana Stock Exchange since 1 February 2000 as ordinary shares. The share
ANNUAL REPORT 2012
The authorisation to purchase own shares expired on 31 August 2012.
8,747,652 no par-value shares. 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 as of 31 December 2012.
LAŠKO GROUP
capital of the Company as of 31 December 2012 amounted to EUR 36,503,305 and is divided into
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 is then quoted on the regulated securities market. RESERVES FOR OWN SHARES
In 2012, the reserves for own shares decreased due to the sale of 4,190 lots as the severance pay to an external shareholder and due to the revaluation to a lower stock market value totalling EUR 126,128. In 2012, Pivovarna Union acquired 3,435 own shares from its subsidiary Radenska and together with the initial 755 lots these were used to provide severance pay based on the control agreement. As of 31 December 2012, Pivovarna Laško did not possess any own shares, however, these are owned by Radenska, namely 17,760 lots, and Pivovarna Union 2,131 lots. As of 31 December 2012, own shares were translated into quoted price that equalled EUR 6.99. The decline in the value of shares resulted in the financial statements of subsidiaries and was reflected in profit or loss whereas Pivovarna Laško as the parent company established reserves for own shares for the total value of shares owned by companies in the Laško Group. BOOK VALUE AND MARKET VALUE OF THE SHARE
The audited book value of a PILR share as of 31 December 2012 totalled EUR 10.46. The market value of the shares at the end of 2012 amounted to EUR 6.99 and was by 33.17% lower than its book value. Each share gives its owner a voting right at the annual General Meeting of Shareholders and to participate in profit.
59
AVERAGE MARKET VALUE OF A PILR SHARE IN 2012
20
ANNUAL REPORT 2012
12
in EUR
Business report
16
8 4 0 jan
feb
mar
apr
may
jun
jul
aug
sep
oct
nov
dec
(in EUR) Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Average market 10.01 9.08 8.22 8.81 8.25 7.86 6.43 4.94 5.44 6.66 5.98 6.37
LAŠKO GROUP
value of a share
BOOK VALUE OF A PILR SHARE AS OF 31 DECEMBER 2012 FOR THE 2003–2012 PERIOD
60 40
in EUR
32 24 16 8
(in EUR)
*2012
*2011
*2010
*2009
*2008
*2007
*2006
*2005
2004
2003
0
2003 2004 *2005 *2006 *2007 *2008 *2009 *2010 *2011 *2012
Book value of
23.07 22.82 20.11 21.93 26.45 20.90 14.78 14.19 12.50 10.46
a share * Acc. to IFRS; for all years since 2003 including 2006 conversion from SIT, 1 EUR = 239,640 SIT
In 2005, the book value of the shares changed from EUR 24.44 to EUR 20.11 due to the transition to IFRV.
Dividend entitlement
If the General Meeting decides to pay out
dividends, the shareholders who have
been entered into the Central Securities
Depository on the reporting date, fixed in the
decision on the use of net profit, will be entitled
to dividends.
Dividend payment
No later than 60 days after taking the decision to
pay out the dividends.
ANNUAL REPORT
The Company should publish the Annual Report within four months at the latest following the conclusion of the financial year, namely by 30 April.
HALF-YEARLY REPORT
The Company should publish a half-yearly 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.
ANNUAL REPORT 2012
Foreseen in June 2013
LAĹ KO GROUP
General meeting of shareholders
Business report
2.4.4 FINANCIAL CALENDAR FOR 2013
61 QUARTERLY REPORTING
The Company should also publish quarterly reports on the first three and nine months of operations (quarterly reporting). The quarterly reports are to be published as soon as possible and no later than two months following the end of quarterly accounting period (31 May and 30 September) Pivovarna LaĹĄko will not publish the unaudited unconsolidated financial statements for 2012 since the audited Annual Report for 2012 will be published in this period. The publication of unaudited unconsolidated and consolidated financial statements is not legally prescribed or mandatory.
2.5
ANNUAL REPORT 2012
Business report
Sales and marketing
THE LAŠKO GROUP HANDLES THE SITUATION ON THE MARKET AND BY USING THE SYNERGIES OF THE JOINT PERFORMANCE OF ALL THE COMPANIES IN THE GROUP WE SUCCESSFULLY MAINTAIN MARKET
LAŠKO GROUP
SHARES AND ACHIEVE AMBITIOUSLY SET SALES OBJECTIVES ON FOREIGN MARKETS.
2.5.1 SALES OF THE LAŠKO GROUP 2012 was marked by negative economic indicators, increasing unemployment and consequently
62
lower purchasing power on the domestic and foreign markets. The continuation of strained economic conditions resulted in the rationalisation of consumption, reduced brand name loyalty and thus increased sales of trade marks and this redirected buyers to smaller formats of shops and discount stores gained in popularity. The Laško Group manages this market and in accordance with our five-year business strategy and the utilisation of the synergies of the joint performance of all companies in the Group we successfully maintain our market shares on the domestic market and achieve ambitiously set sales objectives on foreign markets. In order to have a comparable basis, the data for 2011 do not include the sales of the Fructal Group which was integrated into the Union Group in 2011. To ease comparability of 2012 we also included the Birra Peja Company from Peć, Kosovo, that was not a subsidiary of Pivovarna Union in 2011, but an associated company. Sales of the Laško Group (Pivovarna Laško, Pivovarna Union, Radenska, Vital, Birra Peja) in 2012 totalled 3.789 million hl of beverages, which is by 3.3% less than in the previous year. The beer segment sales reduced by 5.1% compared to the same period in 2011 whereas the sales of soft drinks increased by 1.4%. The water segment sales decreased by 2.1%.
SALES OF THE LAŠKO GROUP ON THE DOMESTIC MARKET AND ON MARKETS OUTSIDE SLOVENIA Index Index Sales 2012
2012/2011 2012/plan 2012
Beer
2,108,255 94.9 90.0
Water
1,094,493 97.9 92.7 585,907 101.4 105.1
Total
274 21.5 11.3 3,788,929 96.7 92.8
SALES OF PIVOVARNA LAŠKO D.D. ON THE DOMESTIC MARKET AND ON MARKETS OUTSIDE SLOVENIA Index Index (in hl)
Sales 2012
2012/2011 2012/plan 2012
Beer
893,026 95.1 89.5
Water
29,670 97.1 96.0
Non-alcoholic beverages
19,213 363.9 188.9
Other alcoholicbeverages Total
274 21.5 11.3 942,183 96.6 90.5
2.5.2 MARKETING ACTIVITIES Situation on the market and in particular the drop in purchasing power, decreased consumption, rational and mistrustful consumer and the growth of store brands dictated marketing activities focused on the point of sale. Similarly to previous years, the majority of marketing activities focused on foreign markets to support growth there and for this reason the marketing funds intended for the domestic market were used extremely rationally aiming at the preservation of the position of the umbrella brands.
BEER BRAND GROUP
In compliance with the long-term project of promoting the use of returnable packing the Laško Group was present in retail shops with the Returnable Packing project (Laško, Union and Radenska). To this end, we agreed with the traders to perform special activities and expose special ECO-ISLANDS with our main products: Laško Zlatorog, Union light and Radenska and to prepare promotional activities with added value linked to the loyalty programmes of individual retailers. In response to an increasing share of store brands and decreasing purchasing power special campaigns with lower prices were carried out that had not included umbrella brand before. In June, a special limited set of promotional packaging was prepared for Laško Zlatorog and Union 6-pack (5+1 gratis) for all Slovene retailers in order to promote sales. In 2012, a novelty – 0.55 litre can was introduced on the domestic market. The can was prepared for the Laško Zlatorog and Union Light brands, each in a limited batch. To promote the sales in retail shops, posters, leaflets, wobblers and stickers were prepared in a form of a palette.
Business report
Other alcoholicbeverages
ANNUAL REPORT 2012
Non-alcoholic beverages
LAŠKO GROUP
(in hl)
63
ACTIVITIES BY BRANDS:
LAŠKO ZLATOROG
LONDON 2012 PRIZE GAME – we used the sponsorship potential and prepared a national prize game related to Laško Zlatorog returnable bottle of 0.5l and 0.33l. Together with the Slovene Olympic Committee we awarded 3 prizes – a visit to the Olympic London for 2 persons. The Prize game started on 1 June 2012 and ended on 27 July 2012. In communications terms, it was supported by a website, on
Business report
social networks and at the points of sale. In 2012, the ZLATOROG LONG-DISTANCE MOUNTAIN TRAIL OF PRIDE was held for the third year in a row. In addition to the 3 existing locations, 9 new ones were added. All these events brought together a bit less than 6,500 mountaineers who were accompanied by 100 of the so called ambassadors of the trail that conquered all 12 destinations. At all the events there were various games organised
ANNUAL REPORT 2012
as well as fun with good music. The Zlatorog long-distance trail of pride remains charity-oriented since EUR 12,000 was provided to renew mountain huts. The project has gained in recognisability in Slovenia thanks also to the Alpine Association of Slovenia. LAŠKO MALT
The category of sweet beverages and the flavours of Laško Malt apple and peach was added a new flavour, pineapple that was well received by the consumers. The launch of a new product was supported
LAŠKO GROUP
by activities in shops, petrol stations where a prize game was also held and by promotion on the radio (advertising traffic information). Throughout the year, Malt was present at various sports events as well as safe driving projects. LAŠKO LEMON-LIME AND ORANGE (RADLER)
In February, a new beverage – mixture of light beer and soft drink with the flavour of lemon and
64
lime and orange with the ratio of 40 : 60 was placed on the market, namely under the brand of Laško Lemon-Lime and Laško Orange. Both flavours are representatives of Radler and were added to the Laško line despite its unique retro image. Their placement on the market was accompanied by a broad range of communication materials in both channels (retail and catering) and supported on Facebook. In July, the returnable PET-plastic bottle of 0.5l was added a 0.5-litre can. LAŠKO WHEAT BEER
In order to master all segments of beer and to support the umbrella brand, Laško Wheat Beer was introduced in 0.5-litre returnable bottle. Based on the use of graphic elements it was classified into the Laško line although architecturally it shows a deviation from complete monolithic. The introduction was supported by intensive sales promotion in retail and catering (a broad range of printed materials, tasting sessions and parties) and by specialised printed media buying whereas in December a new-year prize game titled Good Advent Time on Facebook took place. The first responses were very promising. LAŠKO CLUB
Laško Club is a representative of the premium segment of pale beer and 3 high-budget parties with DJs were organised and called Laško Clubbing. This is how we wanted to present it to a very demanding target group that expects such messages from such a product. In addition to parties, also smaller activities of sales promotion were carried out and there were a couple of publications and reports from the events in selected print media. IC CIDER
IC Cider is a representative of a category of the same name for which it has been established that there is insufficient market potential in Slovenia. Our desire was to bring it closer to Slovene consumers and therefore the flavour was modified in March and differentiated from the traditional Cider.
Despite all the sales promotion efforts (promotions, lower prices etc.) this type of beverages is not that interesting to Slovene consumers. Being aware of the global trends, we believe in its long-term potential; however, temporarily this production has been discontinued. ELIKSIR
In December, a special new-year sales promotion was held in retail using gift cardboard boxes (2
UNION PALE LAGER
During the European Football Championship 2012 a special prize game was linked to the 0.5-litre returnable bottles of Union pale lager with the slogan Collect sports equipment for the dragon using the bottle neck PEEL OFF labels. This activity took place from 15 July 2012 to 15 September 2012. The results of this game were very encouraging: 800,000 collected sports requisites and 600.000 codes
Business report
bottles + a glass).
the website, Facebook and at the points of sale. UNION RADLER
Non-alcoholic beer Radler citrus elder tree: in June 2012, a new concept of Non-alcoholic Radler was presented on the market in a 0.5-litre can and a 0.5-litre returnable LN bottle. It is expected that the sales results will follow in the next season. Support materials included posters, leaflets and wobblers
ANNUAL REPORT 2012
used. Compared to 2011, our base of loyal consumers increased by 40%. This activity was supported on
game Upload your video or a picture on Facebook from 15 August to 30 September 2012. The launch of the new product was also supported at the points of sale. BIRRA PEJA
LAŠKO GROUP
and a prize game on the Internet. The main support to the new product was provided by the prize
In 2012, the beer market in Kosovo shrank by 10% yet we manage to slightly increase the market share of the Birra Peja brand. This was achieved by directing marketing resources and activities mainly to the points of sale and the final customers. Thus, more than 200 minor Horeca events and classical tasting sessions in retail were replaced by awarding coupons, high visibility prize games and comarketing with the mobile technology operator in Kosovo ...
EXPORT
LAŠKO ZLATOROG AND LAŠKO CLUB
Greater focus was given to strategic export markets – Croatia and BiH. A comprehensive media campaign was designed to strengthen the profile of the Laško brand. TV commercial was made and broadcast it intensively on both markets in May whereas in June the advertising activities and prize games intensified on the Internet and Facebook. In July, we shifted again to TV advertising with an SMS prize game. This involved all the products of Laško Zlatorog and Laško Club excluding the cans. These activities were synchronous with the activities at the points of sale where prize games were designed for retail and catering sector. In Croatia, an ECO-ISLAND was set up whose location in retail was changed on a monthly basis. And in BiH a TV advertising-prize game rotated during the 2012 EURO football together with the retailers Konzum and Bingo. The sales promotion activities were supported by special action packaging of Laško Zlatorog 3+1 can gratis and we also renewed the image of a PET-label Laško (2l) whereas a range of products was extended with new products of Laško Lemon-Lime and Orange and with the Laško Malt line. In BiH, intensive PR and promotion were also a part of our sponsorship of Sarajevo Film Festival.
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On other export markets the marketing activities concentrated on classical sales promotion, which is a combination of special offer and furnishing of the points of sale. UNION RADLER IN UNION PALE LAGER
In 2012, particular emphasis was placed on Radler grapefruit that was supported in media on the markets of Croatia, Kosovo, Macedonia and Italy. An advertising campaign was prepared for Croatia. We started in April when a tram dressed up in Radler was driving on the streets of Zagreb and bill-
Business report
boards were also out. In May, we started to sponsor a series Lara’s Choice and wrapped up the campaign with posters and citylights along the Adriatic coast all the way to Dalmatia. At the same time, the product was launched in shops and restaurants and bars. A special prize game was carried out in Croatian tennis clubs. In Bosnia, activities were conducted in retail and the Union product was advertised on the radio
LAŠKO GROUP
ANNUAL REPORT 2012
whereas in Kosovo the month of April was marked by billboards (posters) and a Radler advertisement on the radio as well as by activities in retail. The activities in Macedonia concentrated on shopping centres. A special promotional packaging of Radler grapefruit 3+1 gratis can was designed in a limited edition for individual export markets. On the markets of Croatia and BiH, Radler grapefruit was also available in 2-litre PET packaging.
NON-ALCOHOLIC BEVERAGE BRAND GROUP
The Laško Group provides a broad range of non-alcoholic beverages on the domestic market, a market where the majority of sales are realised. The development of categories is focused on ice teas,
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nectars, fruit drinks, sports and energy drinks and syrups. Focus throughout the year remained on the iced tea segment, where the Sola brand remained the leading brand on the Slovenian market, and on the development of carbonated non-alcoholic beverages where the Ora brand has the leading position. The development of fruit drinks follows the global trends and provides new flavours within the Sola category as well as the ACE category. In the future, greater emphasis will be placed on nectars that will mainly be marketed at various events. The category of soft drinks will remain an important part of the Laško Group’s offer. Playing the role of a challenger in the market in the coming years, the Group will continue to ensure development and focus efforts on increasing the sales in the domestic market as well as in those key markets where the remainder of produced beverages are realised. ICE TEAS
In the ice tea segment the Laško Group remains the leading producer in Slovenia despite all the market challenges. The ice tea brand Sola, along with the Radenska and Vital ice teas also played a major role in 2012 and together represented 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 base of ice teas from Radenska is natural mineral water. NECTARS
In 2012, the nectars of the Frupi brand were renewed and further developed and added new tastes that will be available at the beginning of next year. In 2013, nectars in 1-litre packaging will be available in 4 flavours. With the renewed line of nectars in a litre packaging the portfolio of the group for events and performances will be closed.
FRUIT DRINKS
The consumption of fruit drinks in 2012 remained at the same level as in the previous year despite the drops on the market and decreasing purchasing power. In this segment, the Laško Group offers the brands Sola, Radenska ACE and Frupi. SPORTS AND ENERGY DRINKS
The Laško Group possesses two products in this beverage segment: Sola Isošport and Radenska
SYRUPS
In 2012, our 1-litre line of Frupi syrups was renewed and 2 premium flavours were added: blueberry and strawberry. Both new flavours have a higher fruit share than competitive products and the entire line meets the highest standards of a consumer since these syrups do not contain any preservatives,
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Sprint. In 2012, Radenska provided new “dress” for Sprint, namely a new bottle and a label.
The carbonated fruit drinks Style, Ora and licensed bottled Pepsi are also a part of the offer of the Laško Group. In 2012, the Group supplemented the successful Ora line with the guava-orange flavour called Ora pink. It is prepared on the basis of Radenska spring water and it contains a fruit share of orange and guava and contains its own carbon dioxide.
MARKET COMMUNICATIONS
ORA
LAŠKO GROUP
CARBONATED DRINKS
ANNUAL REPORT 2012
artificial colourings or sweeteners.
After the prepared brief and pitch a strategy of market communications was selected for Ora with a slogan »Everything for Ora«. A smaller campaign was conducted on citylighs (shadow on the beach) whereas the new Ora flavour was supported at the point of sale with tasting tests, rewarding purchase and promoting with leaflets. PEPSI COLA
With intensive sales and BTL-support the presence of Pepsi Cole has been strengthened. In 2012, some ATL activities were implemented mainly in the print media, on the Internet and social networks. We have been persistent in extending the base of active participants in our prize games and via web applications. Several activities were carried out at the points of sale: a national prize game What are you waiting for!, the ICE AGE campaign in Interspar, special price offers with advertising on the leaflets of retailers, Pepsi promotion packaging (5+1, 4+2, 4-pack, and 6-pack cans), numerous exposures on palettes, corners with posters and leaflets. In December, Pepsi was advertised on sensormatics in Interspar. SOLA ORANGOLA / SOLA GRINADA / SOLA LIMONADA
At the beginning of the year, the marketing activities related to the Sola brand were mainly focused on the introduction of new fruit drink products Sola Orangola and Sola Grinada. Numerous promotion sales and tasting sessions were prepared in bigger shopping centres. Our goal was to present new flavours in the Sola family and especially their advantages. The content of the natural sweetener stevia was emphasised when introducing Sola Orangola and the content of B vitamin in Sola Grinada. In the beginning of spring a BB-advertising campaign was conducted for the Sola Orangola and Sola Limonada brands. It was our wish to present the new flavour and strengthen the visibility of the Sola Limonada brand. The slogans of the advertising campaign were “Less is just right” (Sola Orangola) and »No more long faces« (Sola Limonada).
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Last year a fruit drink Sola Limonada was presented in PET 0.5l and 1.5l on the domestic market. The drink turned to be a best seller right away. This drink achieved very good business results in 2012 also on our foreign markets. In spring it was also available in a bottle of 0.33l especially for the Horeca segment. Several attractive promotion activities with hostesses, a prize game for consumers and a competition for the catering staff were carried out to present this product in Horeca. The winning teams taking part
Business report
in the sale of Sola Limonada in 0.33-litre bottles were taken sailing in the Adriatic Sea. Because of good sales results the Sola Limonada range was added a 0.33-litre can that will be presented in March 2013. After the promotion of Sola Limonada in 0.33-litre bottles we reactivated the Sola Facebook page.
ANNUAL REPORT 2012
Daily editing of the page was provided as well as a prize game that coincided with the promotion in catering facilities. MULTISOLA
Resources were planned for the implementation the successful promotional campaign “Sola Move and Create” intended for the children aged 5-20. The campaign involves a range Sola for children and a tasting session of the Sola products and a creative workshop. In the spring and summer months we
LAŠKO GROUP
took part at numerous events for children and we organised activities at swimming pools in Slovenia. SOLA ICE TEA
To promote the sales of Sola Ice Tea, special action packaging was prepared granting 2l gratis. The campaign was held in biggest shops of Mercator and Tuš. Two smaller campaigns were also designed for Horeca in October and November. They were aimed at the promotion of the sales of Sola Ice Tea
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in bottles (tea + cake at a special price) and Sola Limonada in bottles of 0.33l (lemonade + coffee at a special price). RADENSKA ICE TEAS
The flavour of cactus fig was abandoned in the group of Radenska teas due to poor sales results. The sales promotion activities were limited to the points of sale. SYRUPS
The renewed line of Frupi syrups was supported in May by the communications and promotion at the point of sale. At the same time there was advertising on, regional radio stations and we also launched an application on Facebook titled »Mix your own one!« In only two months we doubled the number of supporters on the Frupi profile whereas at the end of the year we approached the number of 7,000. Additional promotional activities at the points of sale continued in September in bigger shops of all the retailers that resulted in very good response of the consumers and good direct sales results. Despite strong competition especially of the brands in this area we managed to reach the index 124 in the segment of litre syrups in the first 11 months. With such good results achieved in the past also 2013 will focus on the syrups, which means novelties and marketing resources.
WATER BRAND GROUP
The Laško Group is also one of the key players in the Slovenian market in the category of water. 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. Also in the category of water we constantly search for new opportunities for growth in a highly com-
CARBONATED WATERS
The protagonist among carbonated waters is Radenska Classic Kraljevi vrelec that remains the market leader together with Radenska Light in Radenska Classic. Petanjski vrelec has more than 50-percent market share and is a synonym of carbonated natural mineral water in Slovenia. Radenska Classic Kraljevi vrelec remains one and the only therefore only the diversity of packaging can be further
Business report
petitive market.
In 2012, we launched Radenska Classic and Radenska Naturelle in non-returnable 0.75-litre bottle. This packaging was mainly intended for premium restaurants and bars and certain export (stress on Kosovo). With 4-pack we wanted to acquire additional positions in retail and offer consumers something new with printed foil that served as the advertising space and bring the content with listed competitive advantages closer to the consumers (results of a clinical trial). Radenska Light was given
ANNUAL REPORT 2012
developed.
nication on the wrapping foil. STILL WATERS
The segment of still waters comprises Radenska Naturelle, Zala, Akull and Oda waters with the
LAŠKO GROUP
»a new outfit« to boost the sales and promotional packaging 5+1 gratis was provided with the commu-
Group dominating the market segment in the upper, middle and lower price ranges due to its pricing policy. To satisfy the demand for bigger packaging Radenska Still was launched in innovative packaging of 10 litres BIB (bag in box) and thus we have been the only provider of such packaging on the domestic market and the markets of former Yugoslavia. Zala, Naturelle, Oda and Radenska Still 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. In 2012, Zala spring water obtained a new 1-litre plastic bottle that extended its portfolio on the shelves. With a new 0.75-litre non-returnable bottle Radenska Naturelle reached a premium position among non-carbonated waters. Oda with PP-label improved its image and the label design stressed the purity of spring water. The sales of Akull spring water increased by 41& compared to 2011 and thus the planned volume was achieved. The growth of Akull water was enabled by active cooperation with the distributers and constant marketing activities focusing on the biggest retailers such as Elkos, Interex, Viva … A part of the 2012 marketing funds were intended for the Water Project aiming to bring to an end the negative trend of the sale of non-carbonated waters of the Laško, Zala, Radenska Naturelle and Oda and to become the first choice of the consumers among bottled waters in Slovenia. The project involved sales promotion activities in a form of added value of the 1.5 litre plastic bottles (e.g. 4+2 gratis), additional exposure – water islands with the messages for consumers: The thirsty drink water. The emphasis was on the activities in the main season, namely from April to august. According to the data of the consumer research panel (AC Nielsen) the market share of non-carbonated waters of the Laško Group increased by 5.7% whereas the Zala brand was again ranked first in April.
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FLAVOURED WATERS AND FUNCTIONAL WATERS
The Laško Group is also the leading provider of flavoured waters on Slovenian market. The flavoured water market had experienced a significant drop but the Laško group with Za, Oaza and Radenska Plus brands won a market share of 63%. Flavoured waters are a story of success backed up by continuous development in conjunction with marketing communications. The development and launch of new interesting flavours are necessary in the beverage segment.
Business report
The objective is to meet the demand and needs of our consumers and to strengthen the position of the leading brand therefore we introduced new smaller packaging for this season and included all the ZA flavours 6 x 0.5l. Oaza was supplemented by a new flavour of tangerine with white tea in 2012. The basic guideline of Oaza waters is enjoyment; however, it was decided to also achieve the required added value of these
ANNUAL REPORT 2012
products, namely the functionality of the product, by adding healthy tea extracts of healthy teas
MARKETING COMMUNICATIONS
NATURAL MINERAL WATERS RADENSKA (RADENSKA CLASSIC, RADENSKA LIGHT AND RADENSKA NATURELLE) AND THE RADENSKA STILL SPRING WATER
LAŠKO GROUP
At the beginning of the year, there was a shorter TV campaign (PJ). Radenska Classic has a number of clinically proven positive effects on our body due to its composition. The results of the last study were really excellent since it was proven that we lose weight and fat tissue by drinking Radenska Classic and on the other hand we encourage the growth of muscular tissue and increase the mass of minerals in our body. The results of this Radenska Classic study were communicated at sports events, in advertisements in newspapers and other materials that we prepared for all markets.
70 An example of good practice from 2012 can be exposed. It refers to the use of secondary packaging on a 4-pack, namely the foil that can be utilised as advertising space that enabled the communication of positive properties and the results of the study focusing on natural mineral waters. Co-marketing (a gift in the pack) promoted the sale of Radenska Classic in Slovenia and abroad. Motivated by the desire to attract younger target groups and to educate them on NMW we prepared a Facebook application Our Radenska. Young generation was encouraged to drink Radenska Naturelle, non-carbonated natural mineral water, with a game Catching Minerals. At the same time they got acquainted with the advantages of drinking natural mineral water (minerals). Also with Naturelle the product and wrapping foil were used as advertising space. By using mobiles we advertised the results confirming the absence of bisphenol A and Hormone Disrupting Chemicals (plastics) in the product whereas on the wrapping foil we advertised the original purity of water proven with the age of water Naturelle in the spring that is more than 12,000 years (belongs to the times of unspoilt nature). New packaging of the spring water Radenska Still – bag in box (BIB) – was only used as promotion at various events at the points of sale because of a lack of resources. ZALA
In June 2012, we started to fill Zala spring water in a 1-litre plastic bottle. With new litre plastic bottle we wish to satisfy those consumers who drink bottled water at work, when doing sports, going out with
friends and also at home and who cannot be satisfied with only half a litre of water. On the other hand, a 1.5-litre bottle is less convenient to be used when performing daily activities. In 2012, the Zala brand was introduced even higher environmental criteria and preserved its status of the leading brand in terms of ecology and sustainable development. Since May this year, the spring water Zala has been filled into new plastic bottles containing 20% of recycled PET material. Zala’s main message “In the cycle of life” was linked to an ECO story. In addition, a new project Plastic bottle posed of can become a new bottle. For this purpose, a short educational animation was prepared that is accessible on the website. The Plastic bottle for a plastic bottle Project is also implemented in practice especially at events where Zala is present as a sponsor. Such activities will also be continued next year. Zala changed its communication strategy and further strengthened its position with ECO topics.
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for a plastic bottle was also started this year that tells consumers that every bottle that is correctly dis-
to various sales activities in 2012. Also in 2012, the Zala brand was awarded the Trusted Brand title – as non-carbonated bottled water most trusted by Slovene consumers. ODA
ANNUAL REPORT 2012
According to the Panel Trade, Zala again became the leading one ain the segment of still waters thanks
decisively defends its »best value« position. In spring 2012, its image was renewed for the first time after 13 years, namely by shifting from a paper label to a PP-mobile label. As the official water of the Team Slovenia during the Olympic year it used the joint communication
LAŠKO GROUP
Oda, spring water from Pivovarna Laško that belongs to the stagnating category of spring waters
address of the sponsors and partners of the Olympic Committee of Slovenia »To London to win!« and directed its communication charge to minimal purchase of the media space (print, digital, PR) supported by a prize game, activities at the points of sale, participation in the activities of other sponsors and by being present at events. Oda’s media mix excellently intertwined with the umbrella communication campaign of the Team Slovenia and other sponsors of the OCS and this reflected in its powerfulness. ODA’s activities at the points of sale during the Olympic Games (a prize game, promotional smaller packaging 1/6) and their upgrading within the projects of the Laško group in the water brand group additionally strengthened the position of the Oda spring water that increased its market share in 2012. ZA
The sales of the segment of flavoured waters have continued to decrease. Therefore, all the activities were directed to the points of sale. Thus we wish to maintain the leading market share in this segment and still be the first choice of consumers. In the summer months we carried out a national prize game “Are you FOR discoveries?” on the bottle caps of ZA drinks. The response of consumers, the sales team and customers were positive. In June we adjusted the transport packaging to new, smaller packaging of 6 x 0.5l and all further activities supported this. The objective in 2013 is to make a “six-pack” of 0.5-litre ZA beverages a product that will sell well and will be placed on shelves. OAZA
Smaller advertising on the radio and TV accompanied the launch of a new flavour. Other activities were related to the points of sale and the promotion there (tasting sessions and exposures). The packs of the product with the new flavour also contained a small gift and the activities were presented on the wrapping foil. The new product was advertised in print media and supported by the activities in retail. A game “catch the flavour of Oaza Tangerina” with a prize application was designed for Facebook.
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2.5.3 SALES OF THE LAŠKO GROUP AND PIVOVARNA LAŠKO ON THE DOMESTIC MARKET LAŠKO GROUP
The sales in Slovenia is mainly organised at the level of the Laško Group and divided into the retail channel and the Horeca channel. The heads of individual channels or key account managers from individual members cover certain key accounts for all the members of the Group. This enabled the
Business report
rationalisation of the organisation and optimal utilisation of marketing resources. The sales promotion and launch of new products are organised in cooperation with the marketing service of the Group. A consumer has become more rational and mainly purchases products in special offer and store brands and therefore also our activities are adapted to these changed shopping habits. In 2012, we changed the allocation of marketing resources and perform agreed activities aiming to increase the
ANNUAL REPORT 2012
profitability of the products of the Laško Group, the profitability of retailers and the satisfaction of final user in line with the annual contracts concluded with retailers. In view of the strategic orientation of the brands we defined joint projects to increase the sales of brand groups: beer, non-alcoholic beverages and waters. To be more effective in the implementation of these activities, the flow of information between us, retailers and final users was upgraded and the stress was on the activities carried out through loyalty cards.
LAŠKO GROUP
Individual approach to retailers enables us to implement different and innovative activities adjusted
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to the capacities of an individual retailer and the desires of consumers. The prize game was conducted via direct mail in a form of cooperation among various providers (mobile telephony, picnic packages, tied purchases of beer, non-alcoholic beverages and water), in a form of rewarding via coupons and weekend special offers via SMS and e-mail. Our key challenge is to connect various aspects of the management of brand groups (beer, non-alcoholic beverages and water) from the marketing strategy to planograms and rearrangement of stores. These activities are performed with a special emphasis on comprehensive solutions: price positioning, consumer rewarding, labelling, promotion, equipment at the points of sale and the development of individual categories of beverages as well as the insight of the customer into the sales channel. In Slovenia the consumption of beverages is on the decrease in all segments. In 2012, the sales of the Laško Group on the domestic market equalled 2,567 million hl of all beverages, which is 9.3% less than in the same period in 2011. The sale of beer decreased by 11.9% compared to 2011. The sale of nonalcoholic beverages decreased by 8.7% compared to the same period in 2011 whereas the sale of water decreased by 5.4%. The decline in the sales of the Laško Group brands is mainly the result of the drop on the market beer. According to the data provided by the market research company Ac Nielsen that monitors the sale in retail, the drop in the sales of beer in 2012 totalled 9.6% and the drop in the sales of brands decreased by 13.4%. The value of the market shares of the Laško Group brands in the beer segment dropped by 2.89 percentage points in the period from January to November 2012 compared to the average in retail in Slovenia in 2011. This is mainly at the expense of store brands and discount stores. The average value market share of the Pivovarna Laško brands in 2012 was 1.3% lower than the average in 2011 and in the same period the value market share of the brands of Pivovarna Union was 1.6% lower than the average in the same period. In the draught beer segment we have achieved growth of sales of both brands, which is the consequence of decreasing the number of the points of sale and simultaneous emphasis on the beer quality at the existing points of sale. The fall in sales volume can also be observed in the segment of waters and flavoured waters. The drop is more significant in the segment of flavoured water due to a stronger position of store brands.
The Water Project of the Laško Group managed to mitigate the drop in sales and the segment of still waters restored its leading position after 2008. . According to the data provided by the market research company Ac Nielsen that monitors the sale in retail, the drop in the sales in the segment of waters dropped by 8.6% in 2012 whereas the drop in the sales ob brands amounted to 10.6%. SALE OF THE BEVERAGES OF THE LAŠKO GROUP ON THE DOMESTIC MARKET Index Index 2012/2011 2012/plan 2012
1,280,278 88.1 90.3
Water
873,038 94.6 92.9
Non-alcoholic beverages
413,873 91.3 94.6
Other alcoholicbeverages Total
Business report
Beer
Sales 2012
144 17.1 10.1 2,567,333 90.7 91.8
PIVOVARNA LAŠKO, D. D.
Sales of Pivovarna Laško on the domestic market in 2012 amounted to 612 thousand hl of beverages,
ANNUAL REPORT 2012
(in hl)
tant where due to the biggest drop on the market and significant stocks of retailers in December 2011 we recorded the biggest loss on sales. Compared to 2011, the sales of beer dropped by 15.5% whereas the sales of non-alcoholic beverages increased by 204.6%, which was the result of the introduction of new flavour - Laško Malt pineapple. In the water segment the market share increased but due to the
LAŠKO GROUP
signifying a 14.5% decrease compared to the same period in 2011. The beer segment is the most impor-
drop on the market the sales of water decreased by 2.8.
73 SALES OF BEVERAGES OF PIVOVARNA LAŠKO, D. D., ON THE DOMESTIC MARKET Index Index (in hl)
Sales 2012
2012/2011 2012/plan 2012
Beer
566,569 84.5 88.1
Water
29,648 97.2 95.9
Non-alcoholic beverages
15,609 304.6 191.1
Other alcoholicbeverages Total
144 17.1 10.1 611,970 86.5 89.5
2.5.4 SALES OF THE LAŠKO GROUP AND PIVOVARNA LAŠKO, D. D., ON THE MARKETS OUTSIDE SLOVENIA LAŠKO GROUP
On foreign markets, the Laško Group sold 1.221 million hl of beverages in 2012, which is 12% more than in 2011 and 5% less than planned. Despite harsh economic crisis that also marked the countries of export, the year of 2012 was very successful. More intensive work and the continuation of the new strategy of fostering joint participation on the markets outside Slovenia increased sales in the beer segment as well as in the segments of water and non-alcoholic beverages.
SALES OF BEVERAGES OF THE LAŠKO GROUP ON THE MARKETS OUTSIDE SLOVENIA
Index Indexs
Business report
(in hl)
Sales 2012
2012/2011 2012/plan 2012
Beer
827,977 107.8 89.5
Water
221,455 113.1 91.6
Non-alcoholic beverages
172,034 138.4 143.3
Other alcoholicbeverages Total
130 30.4 13.0 1,221,596 112.2 94.9
Similarly to the sales on the domestic market, also the export activities are organised at the Group
ANNUAL REPORT 2012
level so that the heads of markets from individual members of the Laško Group cover individual markets, which contributed to streamlining of the organisation. Sales promotion and the launch of new products on foreign markets are performed in cooperation with the Group Marketing Service. In Croatia, the Laško Group established its own company, Laško Grupa in Zagreb. The basic activity of this company is intensive integration into the commercial activities together with the importers and customers on this particular market. Also in Bosnia and Herzegovina the Group has its own company, Laško Grupa in Sarajevo that coordinates the activities with the importers and principals; however, it
LAŠKO GROUP
still does not have its team for sales promotion. In 2012, also the Birra Peja Company was a part of the Laško Group. The Group’s export strategy is to sell the products via importers with whom long-term business relations have been developed. This ensured minimised risk. We have been developing partnerships with the key accounts and thus ensure the clear visibility of our brands. In addition to the production of own
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brands, we also strive to provide additional quantities by producing store brands and to maximise the utilisation of the production capacities and reduce fixed costs per a unit of product. In 2012, the Laško group continued intensive sales approach and at the end of the year we recorded growth on all key markets.
PIVOVARNA LAŠKO, D. D.
The sales of Pivovarna Laško on foreign markets increased by 23% compared to 2011 but were by 7% lower that planned. The sale of beer is the most important and on the most foreign markets more beer was sold than in 2011. The planned quantities were not achieved mainly due to the failure to achieve a very ambitious goal in Croatia despite the export to this market that increased by 34%, which is very successful since total consumption of beer in Croatia dropped. SALES OF BEVERAGES OF PIVOVARNA LAŠKO, D. D. ON THE MARKETS OUTSIDE SLOVENIA
Index Index (in hl)
Beer Water Non-alcoholic beverages Other alcoholicbeverages Total
Sales 2012
2012/2011 2012/plan 2012
326,457 121.8 92.1 22 41.5 3,604
/
/
180.2
130 30.4 13.0 330,213 122.9 92.4
1. ITALIAN MARKET
LAŠKO GROUP
Italy is the largest foreign market for Laško Group. In 2012, the Group sold 325.6 thousand hl of drinks representing a 15-percent increase compared to the previous year and 12% more than planned. The Group sold most beer, namely 272.7 thousand hl on the Italian market, which is by 15% more than in 2011 and 12% more than planned. We also sold 51.9 thousand hl of water, which is 10% more than in
Such increasing sales volume is the result of intensive work with importers, stronger presence in trading and discount chains, investment into marketing, promotion and the sale of brands. A lot of attention was placed on the recognisability of the Group brands. Increased sale of store brands is also the consequence of improved production processes and a more flexible approach with regard to the
Business report
the previous year and 13% more than planned. Smaller quantities of other soft drinks were also sold.
market and constant presence on the market as well as active cooperation with the importer and subdistributers. PIVOVARNA LAŠKO, D. D.
In 2012, Pivovarna Laško sold 121.6 thousand hl of beer on the Italian market and thus the growth of sales increased by 5% compared to 2011, which corresponds to the planned volume. The services of
ANNUAL REPORT 2012
offer of products. Good results are achieved due to intensified activities, permanent presence on the
Italy. In 2012, we sold 67 thousand hl of Ceres.
2. TRADE MARKET IN CROATIA
LAŠKO GROUP
In 2012, the Laško Group exported 207.2 thousand hl of beverages to the Croatian market, which is 14% more than in the previous year and 13% less than planned. We exported 165.8 thousand hl of beer meaning 17% more than last year but 15% less than planned. Total export to Croatia also involves the export of 30.7 thousand hl of beer in tanks. 38.4 thousand hl of water was sold, which means a 7% increase compared to the previous year and equals the planned volume. We also sold smaller quantities of non-alcoholic beverages (2.8 thousand hl). In 2012, Pivovarna Laško and Pivovarna Union started to sell beer and Radler in tanks to Laško Grupa, Croatia that organises filling of final products in 2-litre PET-plastic bottles (our brand and store brands) in Croatia for the Croatian market (16.6 thousand hl) and for the market of Bosnia in Herzegovina. The performance of beer sales is heavily hit by the drop in the sales of beer by 5%, decline in the sales of Radler beverages by 8% and new suppliers of Radler. In 2012, the quota for water import decreased by 50% compared to the previous year so that the acquired quota only sufficed for the first half of the year. Also this year, extremely aggressive approach of domestic water fillers can be identified as well as enormous investments into marketing communications. In the field of non-alcoholic beverages we still find it extremely difficult to follow domestic competitors as far as price positioning is concerned. Adequate support activities focused on the biggest customers aimed at the promotion of our (campaigns, publications in catalogues and on leaflets, palette exposure). In Pivovarna Union we did not only concentrate on the products of the Group in 2012 but also filled 6.9 thousand hl of Bavaria for the Croatian market.
LAŠKO GROUP
production and filling are provided to the Danish brewery Royal Unibrew whose beer Ceres is sold in
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PIVOVARNA LAŠKO, D. D.
In 2012, Pivovarna Laško exported 121.2 thousand hl of beer to Croatia in 2012 and increased the export by 34% compared to 2011, which is 8% less than the planned volume. Pivovarna Laško exported 26.8 thousand hl of beer in tanks to Laško Grupa, Croatia that sold 13 thousand hl on the Croatian market. A major shift took place in the area of store brands that Pivovarna Laško fills for the commercial chains Konzum and Spar. Own brands sold at the level of the previous year, which is a very good result
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taking into account the situation on the market.
3. TRADE MARKET IN BOSNIA AND HERZEGOVINA
LAŠKO GROUP
Together with Laško Grupa from Zagreb the Laško Group exported (11.8 thousand hl in 2-litre PET-
LAŠKO GROUP
ANNUAL REPORT 2012
plastic bottles filled in Croatia) 134,1 thousand hl of beverages to Bosnia and Herzegovina, which is 39% more than in 2011. The sales of beer increased by 61%; the sales of water dropped by 12% and the sales of non-alcoholic beverages increased by 19%. An important factor for the increase in the sales is a new concept of activities on the market started in 2011. All the distributers sell the entire range of products of the Group and thus our coverage and distribution have strengthened. Radenska fills licensed ice teas at the importer Herzegovina and since the middle of 2012 also carbonated non-alcoholic programme Ora. PIVOVARNA LAŠKO, D. D.
In 2012, Pivovarna Laško exported 44.5 thousand hl of beer to the market of Bosnia and Herzegovina
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and increased the sales volume by 64% compared to 2011, which is 11% more than planned.
4. TRADE MARKET IN KOSOVO
LAŠKO GROUP
In 2012, the Laško Group exported 351.9 thousand hl of beverages to the market of Kosovo, which is 8% more than in the previous year and 2% more than planned. We exported 210.3 thousand hl of beer meaning 6% less than last year and 13% less than planned. Total sales of water amounted to 34.9 thousand hl, which is 41% more than last year: the sales of non-alcoholic beverages totalled 106.7 thousand hl, which is 40% more than last year and 59% more than planned. Birra Peja fills Laško Zlatorog under the licence to be sold on the markets of Kosovo, Macedonia and Montenegro. Birra Peja also imports the products of Pivovarna Union to Kosovo. In 2012 it started the production of Sola ice teas under the licence for the markets of Kosovo and Macedonia. The reason for the drop in sales of beer in Kosovo is the drop in the entire market in general by 10% and the growth of competitive beer. Constant marketing activities were conducted in cooperation with the biggest retailers so as to promote the sales. In 2012, most of the marketing resources focused directly on the final user (happy hours in Horeca, rewarding purchases in stores, prize games and comarketing with the mobile telephony operator). The reasons for the growth of the sales of water was binding the sale of water to beer at the distributers’, media campaigns on billboards, activities on the market and the offer of new products. We managed to increase the market share of non-alcoholic beverages on shelves with the proper pricing policy, new products, the lease of shelves and palette space. Aggressive advertising of the non-alcoholic
programme on TV and billboards also added to this achievement. It is estimated that the Sola nonalcoholic beverages have attained a 10-percent market share. PIVOVARNA LAŠKO, D. D.
In 2012, the Pivovarna Laško exported 6.7 thousand hl of beer to the market of Kosovo and increased the export by 70% compared to 2011 and 78% more than planned. Also a minor quantity of non-alcoholic beverages was sold. Only a part of the product range of Pivovarna Laško is exported for Horeca
5. OTHER TRADE MARKETS
LAŠKO GROUP
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segment to Kosovo, other products are filled by Birra Peja under the licence.
Laško Group also sold its products were also Malta, China, USA, Canada, Czech Republic, Sweden, Slovakia, Albania, Greece, Austria, Germany, France, Great Britain, Chile, Latvia, Australia, Romania, Poland, the Netherlands, Emirates and Libya.
LAŠKO GROUP
kets of Serbia, Hungary, Macedonia and Montenegro was actively promoted. Other markets where the
ANNUAL REPORT 2012
On other markets Laško Group sold 214,4 thousand hl of beverages in 2012, which is 5% more than last year. Other markets represent 17% of the entire sales on foreign markets. The sale on the mar-
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2.6
LAŠKO GROUP
ANNUAL REPORT 2012
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Supply flows
THE COMPANY IS CONTINUING JOINT PURCHASE WITH THE PROCUREMENT OFFICES IN THE LAŠKO GROUP, WHICH ALREADY IN THE PAST PROVED TO BE GOOD AND GENERATED INCREASING SYNERGY EFFECTS. GOOD AND CORRECT RELATIONS AMONG THE MEMBERS OF THE GROUP, COMMON AND UNIFIED APPROACH AND CONSTANT COMMUNICATION WITH THE SUPPLIERS REPRESENT TH PATH WE PLAN TO TREAD DOWN ALSO IN THE FUTURE.
Also in 2012 we continued coordinated activities with the purchase offices of the Laško Group. With such organisation we achieved great synergy effects. Good and correct relationships among the Group’s members, a joint and unified approach and ongoing communication form a path the Company intends to follow also in 2013. And to further improve the effects of joint purchase, the goal should be centralised purchase service for all the members of the Laško Group and a unified approach to our suppliers.
78 In 2012, the supply of all types of materials was good. In general, the supply in 2012 was better than in last two or even three years. The offer of all basic raw materials in 2012 was good and there were even some surpluses of individual raw materials. Despite a large enough supply and peaks in the upstream market, the global prices of raw materials for our products increased and the prices of some even decreased, which is sometimes difficult to grasp. A very special situation pertains to hops. Since we exclusively use Slovene hops we are dependent on the situation in Slovene hop growing that in recent years was based on speculation and failure to comply with the contractual provisions. Traditionally, long-term contracts were concluded based on the fact that hop production is a many-year process of investing into cultivar. Slovenia mainly produces aromatic sorts of hops that gives specific flavour to beer. In 2012, we ere faced with huge quantities of unsold hops from 2009, 2010 and 2011. This is the very reason why the price of hops decreased in 2012. Already with the hops from 2012 the trend will reverse again. The quantities of aromatic hops in Europe are smaller and therefore an increase in prices can be expected. The annual harvest of agricultural products was relatively good so that the price of malt slightly decreased. An interesting situation arose with regard to corn that is a product on the stock exchange. When the first speculations appeared in the second quarter of 2012 on the American market the price of corn started to increase sharply and it stabilised a bit in the fourth quarter in 2012. As concerns the corn meal, 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. Our wish is to find a supplier of comparable prices also in the EU. Due to disastrous harvest of agricultural products in Central Europe, in terms of quantity and quality, some problems are to be expected in 2013.
Sugar is an extremely important raw material for the Laško Group. For the second successive year, we successfully purchased it through the purchase consortium run by Mercator. Thus we are provided with the necessary quantities and required quality as well as timely delivery and suitable price. This kind of purchase will also be continued in 2013. The prices of packaging material were stable and based on contracts. More significant fluctuations of prices were mainly limited to materials linked to petrochemical industry, the oil price and dollar index for these materials on a monthly or quarterly basis. The prices of labels, cardboard, glue and other strategic materials were agreed in contracts and stable and at the annual level there were no increases compared to 2011.
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fluctuations. The prices of pre-forms, foils and PVC-stoppers were coordinated based on ICES or Plats
on the decrease. The average purchase price in 2012 was lower than the comparable price in 2011. In 2012, there was an important shift on the energy market (electricity, gas). More savings are expected in 2013.
ANNUAL REPORT 2012
Global trends on the market of PET-granulates were slightly more favourable in 2012. In individual months we recorded a slight increase in the price of granulates at the beginning of the year and later
the problem resolution in the Laško Group we have succeeded in keeping the trust of our suppliers. Worsening liquidity and constant late payments as well as uncertainty concerning our future raised concerns among our suppliers. We are faced with the fact that more and more suppliers require some instruments to secure receivables and set allowed debt limits. Thanks to good relationships with our
LAŠKO GROUP
Despite general economic situation, deepening of the crisis in Slovenia and the continuation of
suppliers many of whom have developed a friendly attitude we have so far been able to ensure normal supply. In 2012, we managed to additionally extend the payment deadlines with most of the suppliers. Openness in discussions and constant contact with suppliers is of great importance. In 2012 we managed to ensure normal supply to the companies in the Group despite the problematic situation. It is interesting that new suppliers who would want to become our partners constantly appear. The Company is continuing joint operations with the procurement offices in the Laško Group which in past years generated 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 form a path the Company intends to follow also in 2013. Friendly and correct attitude to every supplier enabled us to retain all the suppliers in 2012. In 2012, the Company was successful in managing costs by reducing and optimizing inventories, replacement of certain materials with alternative ones and longer payment deadlines. The Company managed to retain the costs of supplied materials or to even slightly reduce them. With regard to the activities to preserve human-friendly environment, the Company will make a lot of efforts to use 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 be given to the use of lighter packaging, the use of all types of packaging with the addition of recycled materials and the like. Raising environmental awareness is a constituent part of the Company’s operations.
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2.7
IMPLEMENTED IN THREE COMPANIES OF THE LAŠKO GROUP.
In all companies, the internal quality and safety control in 2012 was implemented in accordance with the legislation in force and with the internal acts. Identified deviations were followed by suitable corrective actions that eliminated the risks of inadequacy or mitigated them to an acceptable level. In 2012, the SAP QM Module for the work of Quality departments was successfully implemented in three companies of the Laško Group. The Module enabled faster processing and analysis of the work of our laboratories and it significantly strengthened traceability from raw materials to final products or vice versa in the event of a complaint. In the area of individual supplier control, the technologists and representatives of quality control and purchase from both breweries performed the control of the suppliers of malt and grits. In 2012, we started to jointly control the quality of our products in our distribution centres. These are very important data on potential hidden errors that are not detected in the production. There were no major problems, occasionally there was a problem with the handles of plastic bottles used in the nonalcoholic programme and of the old intermediate goods and because of the wear and tear of returnable bottles the problem of poorer image appeared.
2.7.1 PIVOVARNA LAŠKO, D. D. CONTROL OF STARTING MATERIALS AND INTERMEDIATE MATERIALS
There were no relevant deviations identified with the control of malt. The exception was the autumn when the Soufflet Sladovny supplied malt that contained too many red grains. Next year it will be necessary to monitor malt quality even closely because during the harvest in certain parts in Europe the conditions supported the development of moulds that can lead to increased content of mycotoxins in the raw material and causes excessive foaming of the final product. This is why a decision was taken to introduce a new method for determining the content of mycotoxins in input materials. This type of information will be welcomed by both breweries.
LAŠKO GROUP
IN 2012, SAP QM MODULE FOR THE WORK OF THE QUALITY DEPARTMENTS WAS SUCCESSFULLY
ANNUAL REPORT 2012
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Quality and standards
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CONTROL OF INDIVIDUAL PHASES AND IN-PROCESS CONTROL
In 2012, we put increased emphasis on the control of the oxygen content in final products and the control of the washing machine on the ST1 line. These are important aspects linked to safety, quality and stability of beer when placed on the market. With wheat beer the focus was mainly on the input control of beer coming to the factory in tanks,
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and also on the control between the phases and in-process control. Another segment that increased concerns and the frequency of sampling were the tanks of beer that are filled in Pivovarna Laško and then transported to the filling plant Dines dou, d. o. o. in Zagreb. Every year, the control between the phases and in-process control is strengthened on certain lines and we increase not only the number of samples but also the sampling frequency as well as introduce
ANNUAL REPORT 2012
new methods of analysis that include microbiological and chemical parameters. CONTROL OF FINISHED PRODUCTS
In the past year the number of complaints regarding the final products was insignificant and related to individual items and not the whole batches. In most cases the reason for a complaint was inadequate storage of beer on the market that causes the change in organoleptic properties of beer.
LAŠKO GROUP
All products assessed as risky in particular from the standpoint of microbiological control are in the SAP information system and in Q stock as long as the complete analysis of the final product is completed. Such a case was the filling of wheat beer that was kept in Q stock since it was not suitable in microbiological terms and the reason was inadequate quality of the beer sent by the supplier of wheat beer. In general, the year of 2012 was marked by the concern for microbiological quality of the beverages Malt and Radler. These products also experienced the problem of visual instability, since
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after some time the fruit contents extracted and in the bottle it is noticed as flakes and sediment. This causes discomfort of some consumers, therefore efforts will be made in the future to stabilise Radler so that we limit the extraction of the fruit content. CONTROL OF DRINKING WATER
Control of drinking water is performed according to the plans defined in internal and legislative rules. In addition to the Laško water supply network for which Pivovarna Laško has a certificate on the management of water resources, we also control 12 other water supply networks. In 2012, we recorded no major problems with the drinking water quality except in two cases when the information on the necessary preventive parboiling of water was provided. In both cases, correction and corrective measures were introduced and it is believed that also in the future adequate drinking water will be supplied in this area. On the website of the municipality of Laško they started to publish information on the quality of drinking water so that consumers can read and get acquainted with its status. OTHER
The research work of our colleagues in Pivovarna Laško and in external institutions was presented at two scientific conferences: • CEFood congress, Novi Sad, Serbia, • CEFORM (Central European Forum for Microbiology), Maribor.
2.7.2 PIVOVARNA UNION, D. D., LJUBLJANA AND BIRRA PEJA, SH. A., PEĆ, KOSOVO The internal control of quality and safety in both companies was performed in line with the requirements in the legislation in force and in internal regulations. When a deviation was identified, suitable preventive and corrective measures were implemented that eliminated the risks and non-compliances or reduced them to an acceptable level.
and it facilitated traceability from raw materials to the final product and vice versa. The data in the same system are now used in the production, purchase and in sales. ISO 9001, ISO 14001, NSF AND IFS STANDARDS
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In 2012, the SAP QM module was implemented to support the work of the quality service of Pivovarna Union. The module enabled even faster processing and analysis of the work of our laboratories
The assessment of the conformity with the ISO 9001, 14001 (re-certification) and IFS standards were successfully completed in October and as regards the IFS standard, we ended up at a higher level. The Birra Peja brewery has been certified according to two standards, namely ISO 9001 and HACCP whose validity was successful proven last year and this year. Since this is a novelty in the management
ANNUAL REPORT 2012
At the beginning of year, we had an unannounced audit of the NSF standard that went well.
INPUT, IN-PROCESS AND FINAL CONTROL
A lot of attention was placed on the control of the suppliers of basic raw materials. A lot of attention was placed on the control of suppliers of basic raw materials. This year, we visited the suppliers of malt
LAŠKO GROUP
of processes in the company, this is an important beginning that has to be upgraded every year.
in Germany, Czech Republic and Slovakia (colleagues from the control department together with the technologists). These visits helped us gain a better understanding of our own needs with regard to the quality of malt. At the beginning of the year, we had problems with the suppliers of raw materials especially with the raw materials used in non-alcoholic beverages. We also supplemented the method of work when introducing new products. With regard to the control between phases and the final control, potential deviations are tackled promptly and it is also important to stress the cleanliness of the plants and the control of water quality for beverage production. This is under constant supervision of the laboratory that ensures water quality. Constant laboratory controls also facilitate preventive maintenance. In Birra Peja the production of beverages (started with the ice tea peach) successfully started. Since from own experience we know that problems can only occur after some time we stress the importance of a sufficient number of trained employees and technological discipline. This is of key importance for the future work. Process control means the control of the devices and processes in the production in energy area and warehouses: especially the latter is important as the verification of the products prior to the sale to final customer. This way, hidden errors can be identified not detected by previous control. At the end of the summer some problems occurred linked to the non-alcoholic beverages on the market in Kosovo. It was established that the products were stored in inappropriate conditions at the buyer’s location – there were no complaints or comments with regard to the identical products on the Slovene market. Two approaches were applied to tackle this problem: a change in the filling technology and (in 2013) potential movement of the product filling to Birra Peja.
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FOOD SAFETY
Both companies follow the HACCP principles, which is also a legal requirement in Slovenia. In Pivovarna Union a regular annual inspection was carried out by the Agricultural Inspectorate. Except the requests to provide some additional explanation of our technological processes there were no other comments. Last year, we also dealt with the use of recyclate in plastic bottles. Detailed monitoring provided the
ANNUAL REPORT 2012
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data based on which this recyclate was approved to be used. There were no complaints because of the safety of products.
2.7.3 RADENSKA, D. D., RADENCI ISO 9001 AND ISO 14001 STANDARDS
An integrated system of quality management has been introduced in the Radenska Company that combines quality management, environmental and energy management, food (product) safety and safety and health at work. Compliance with the quality system and the provision of sanitary suitability of our products paid
LAĹ KO GROUP
off. In 2012, the number of complaints decreased and there was no case of a complaint due to a lack of microbiological safety of a product, no recall or withdrawal of a product from the market because it would present hazard to the health of the consumer. Safety and health at work of all the employees is important. Our activities are in compliance with the legislation in force, the requirements of the BS OHSAS 18001 standard and the annual plan of safety
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and health at work that indirectly also includes also the promotion of health of all employees. It is essential that the number of accidents at work decreases year by year. The introduced system of innovation has already born fruits. In 2012, two innovative ideas were presented to improve the production process that have already been put in place. The findings of internal controls confirm the findings of the external audits of the integrated system of quality management + HACCP and the system of environmental management by the certifying body of SIQ and also by the assessments of our customers and partners (Hofer, Pepsi Co) who audited us according to the requirements of the IFS standard. ENTRY CONTROL, CONTROL BETWEEN PHASES, FINAL AND PROCESS CONTROL
There were no major complaints to our suppliers recorded in 2012. There were only some deviations of which our suppliers were promptly informed. Most complaints referred to intermediate goods. These problems were dealt with already on the lines. In the field of raw materials that we control in our laboratories we only rejected the consignments of solid sugar and fructose, namely because of the impurities, colour and microbiology. The cases of non-compliance identified on the lines during the filling stage showed some deviations mainly related to the contents of some parameters measured during the production. These deviations are eliminated on the basis of analysis already on the lines and have no impact on the final product. In the current year, all the technological processes in production will need to be validated. This means the examination of the stability of operation and will enable undisturbed work and fewer standstills. Based on the results it is possible to improve certain processes and reduce costs.
2.7.4 VITAL MESTINJE, D. O. O. We successfully underwent the assessment of pre-packaged products and the assessment by Hofer. Based on the deviations identified in 2012 (sediment in lemon ice tea, nonconforming glucosefructose syrup) the entry control will be further strengthened.
There were individual complaints at the beginning of the year mainly due to mechanical damage of products in Pur Pac.
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One of major problems in final products was mould in fruit drinks that dictated the destruction of the product.
LAĹ KO GROUP
ANNUAL REPORT 2012
At the end of the year, the microbiological laboratory was renewed as a part of refurbishing the production.
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2.8
ANNUAL REPORT 2012
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Investments
THE OBJECTIVE OF THE INVESTMENT AND MAINTENANCE PROJECTS IS THE ACHIEVEMENT OF OPTIMAL PERFORMANCE OF THE FILLING LINES AND EFFECTIVE CONTROL OF THE USE OF FUNDS IN MAINTENANCE.
Strategic orientation in the area of production, maintenance, investments , energy and ecology in the
LAŠKO GROUP
Laško group are based on the achievement of optimal productivity, balance between adaptability and performance of individual parts of the production process, the achievement of synergy effects between the companies in the Group, the integration of information technology into production processes, potential modular extensions of a certain set of production and focusing on investments with the return on invested capital as high as possible. Thus, this development and innovation orientation in all areas of beverage production was also continued in 2012 as well as the sustainable development objectives
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were also consistently achieved. In 2012, we succeeded in producing and filling the entire range of products in the Laško Group and at the same time introduced some very important novelties that confirmed our development orientation and the innovativeness of the Group’s development teams. It has been established that the quality standards of the companies in the Group exceeds the norms and standards of the suppliers who also supply their products and services to globally renowned companies in our industry. Irrespective of the obsolescence of the Group’s production equipment and restricted investments in technology in recent years, the Group met and even exceeded the ambitious target of maintaining the same level of maintenance costs. We carried out all preventive maintenance works to ensure the smooth operation of production capacities during the seasonal months. In 2011, we tried to ensure improved utilization of capacities and at the same time merge production programmes where possible and to provide the basis for future investments in individual companies in the Group by optimising the time necessary for the realisation of orders in the sales department, stocks and logistic processes, which is in accordance with the policy of optimising and rationalisation of production lines. We continued with the optimisation of the use of materials and raw materials and strived for all savings defined in our five-year project 2010–2014. The projects of energy management and the establishment of complete control over the use of individual energy products enable us to achieve lower specific use of individual energy products and consequently lower costs although the prices of energy products depend on the stock market conditions. Energy and environment optimisation of production processes was performed in a certain part in cooperation with renowned Slovene institutes and well established providers of such services.
2.8.1 INVESTMENTS IN PIVOVARNA LAŠKO, D. D. Due to harsh economic conditions and the consequential decision of the Management Board in the first quarter of 2012 to stop all the projects in the investment plan for 2012 that had not been activated by then or bound any way by contractual commitments, we were quite active implementing investment projects despite financial restrictions. Therefore we managed to complete 12 planned projects that had already started at the end of 2011 or right at the beginning of 2012 and also the »start up« investments in production, energy, ecology and infrastructure that had been defined in the 2012 plan. With the newly developed products and filling into glass bottles of 0.33l, new designs and marketing requirements in this programme also the need occurred to equip the 0.33-litre bottles with a NNL label. By building in an additional NNL aggregate on the labelling machine of the ST3 filling line we were able
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project Crate 10 x 0.5l. Throughout the year we implemented and also successfully completed the
Due to more frequent change of programmes of filling of water/beer on the PET filling line, shortening time of preparation of the filing line and less losses of the product, water, cleaning agents and energy the optimisation of the control system in filtration was carried out in the first quarter of 2012. In addition to the optimisation of the software, also the PLC S7 hardware was updated.
ANNUAL REPORT 2012
already in May 2012 to supply the market with the products in bottles equipped with the NNL labels.
Kieselguhr, the injection of the inert atmosphere CO2 into the suspension of filtration agents and the displacement of beer with suspension of degasified water. Thus the technology of beer filtration was set up that is in accordance with the latest standards of beer quality especially in the field of low content of oxygen in filtered beer in production. At the same time we introduced the control of operation and
LAŠKO GROUP
Already at the beginning of 2012, the software was finished for the system of automatic delivery of
the improvement of the CIP cleaning in the beer filling plant that reduces the use of fresh water and chemicals used for cleaning the equipment in this part of production. The production of newly developed products Bandidos Sun and Malt of various flavours required the conversion or separation of the technological equipment in the filling plant – pressure tanks. Separate pipelines were installed with multi-way valves and changed programmes of the technological process that enable production of smaller batches without increasing losses and with rational use of cleaning agents and energy. In March the activities started at the level of the Laško Group to introduce an advanced information technology system in production. The users of this system are provided with: automatic capture of data on the operation of lines, monitoring and management of disturbances, produced quantities and scrap and monitoring of most production indicators. The project was completed and became operational at the end of 2012. Our employees successfully added the equipment for the filling line for PL2 cans for sales campaigns and special occasions so that since spring 2012 the market can also be supplied with beverages in 0.55-litre cans. In the light of the trends in the countries with traditionally developed beer drinking culture where phenomena such as a shift to smaller crates, growth in sales of returnable packaging to ease handling took place we started to develop a completely new type of a crate that would be able to some extent to redirect the sales from price – and ecologically less suitable can packaging to returnable e glass packaging. Smaller packaging can help breweries to extend their market and the customer base. In December 2012, an advanced payment was made for the production of tools of a crate 10 x 0.5l and thus confirmed the »start up« project that will be held in 2013.
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After several delays of the project we finally succeeded in replacing worn out plumbing fixtures and main pipelines of the ammonia installations. Thus we managed to decrease energy losses and also lower maintenance costs due to the necessary change of seals or disturbances in the technological process and it is most important that the leakage of NH3 into the environment was prevented. With the shift to a new SAP information system at the beginning of 2009 also new hardware was installed in the data centre. During summer it was established that the existing installed equipment for
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conditioning the place did not meet the required parameters and was no longer in compliance with the standards and regulations governing the functioning of the installed hardware. This is why in the server room mew hardware was installed in June 2012. This equipment and all the control sensors fully meet the requirements of HP for such premises and ensure a high level of safety and reliability of operation. Throughout the year of 2012 there was a research going on in cooperation with the Environmental
ANNUAL REPORT 2012
Institute IOS from Maribor and the Biotechnical Faculty in Ljubljana trying to establish the possibility of using waste brewer’s yeast to generate biogas during the anaerobic process of degradation. The objective of this pilot project is to manage the degradation of 20t of yeast suspension per day and the project confirmed this. At the beginning of this year the pilot CNG/CBG filling station was started. It was first installed in cooperation with EEA Laško and then the operation started. It uses compressed natural gas that ena-
LAŠKO GROUP
bles filling of adjusted forklift and a personal vehicle with one or the other energy product. The vehicles are in the phase of testing in the transport logistics. The reorganisation of the sales and marketing sector at the level of the Group in September 2012 there was a need to rearrange the posts at the distribution centre location in Celje. Some construction and other works (mechanical and electrical as well as ICT installations) were necessary to convert the
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location into a place for 33 new working places in this facility. The office equipment (furniture) was transferred from the distribution centre in Maribor where it had not been used. Since the ventilation and heating system in the hall of the dry part of the ST2 filling line was obsolete and no longer provided minimal conditions for safe performance of work, already before the start of the heating season this year we had to carry out the 1st phase of the reconstruction of the ventilation and heating system. The works were conducted and the equipment became operational at the end of December 2012.
2.8.2 INVESTMENTS IN PIVOVARNA UNION, D. D., LJUBLJANA Since the resources for investments and maintenance of equipment are limited, Pivovarna Union places a lot of attention to efficient maintenance of the equipment that was mainly installed in the nineties of the previous century. Although the equipment is already subject to wear, it is in a good state because of good maintenance. Its shortcomings are obsolete electronics and control system for which it is extremely difficult to obtain spare parts that are also very expensive. A lack of investments is in particular obvious in the filling plant where great efforts and own knowledge are used to keep up with the trends and the wishes of our customers in the fields of new packaging and the look of products. The practice of the provision of the highest quality of our modern and trendy beverages is the key to attract new consumers and retain the old lovers of the beverages produced by Pivovarna Union. RENEWAL OF THE ENERGY SYSTEM
Already in 2011, the Company opted for an energy audit and tackled the renewal of the energy system. The boilers are old, obsolete and ecologically unsuitable. Therefore they need to be replaced by more ecologically suitable and also more energy efficient. In 2012, the design was made to start the project of replacing boilers in the energy station.
The energy audit provided us with the insight into the state of play in the field of energy and we implemented some short-term measures to optimise energy consumption. The results can be seen in lower consumption of gas and electricity. The CSRE project – targeted monitoring of the energy consumption is a logical continuation of the energy audit. The project started at the beginning of 2012 and the first results are expected at the end of this year. The rationalisation of energy use continued with the project of waste water recovery. The existing
PRODUCTION AND THE FILLING PLANT
In the production of beer it was urgent to replace two obsolete evaporative cooling towers for the provision of the cooling energy in the beer production. The biggest investment in the first half of the year was the replacement of the filling machine on the line for aseptic filling of non-alcohol PET2. Despite the replacement and four-week loss of production we managed to provide all the necessary quantities of products in all the sales channels together with the introduction of two new products by with the timely planning and the increase in stocks. The investment added to microbiological suitability of our products.
ANNUAL REPORT 2012
reused for various cooling systems and it is also supplied to the towers.
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users of this water were added new ones and thus the consumption of fresh water decreased. Water is
insufficient capacities of the pressure tanks that function as a suspension reservoir for filtrated beer prior to filling. This is why we envisaged the installation of a DAW container and two pressure tanks in addition to the already existing ones. The new DAW container is already operational and has a volume of 2,000 hl and is intended for storing de-aired water. This is technological water which in the
LAĹ KO GROUP
In Pivovarna Union we had problems because of a too small container of de-aired water (DAW) and
previous process of de-airation was taken oxygen and cooled water is then carbonated to approximately 4.5 g CO2/litre of water. Filling of the container is performed from the top or from the bottom. Filling and emptying of the container is enabled vie the existing valves and pipelines. The atmosphere in the container is of pure CO2 that is adequately isolated. It enables the measurement of pressure, level and at two spots also of the temperature. Logical continuation of the success of Radler is the development of a non-alcoholic Radler with the flavour of citrus and elder tree. This is the segment of mixed beverages with the beer base where we are overtaking our competitors also this year. In packaging, the novelty is the special size of an ALU-can of 0.55l. Due to the new packaging also the filling was adapted based on our knowledge and expertise. This packaging is intended for special occasions. Our knowledge and innovation were also applied to prepare new packaging of the spring water Zala in a 1-litre plastic bottle. In the beer production, there were a couple of changes introduced because of the necessary diversification of the production and a broader range of products that require more flexibility. Pipe connections, added multi-way valves and changed programmes of the technological process enable production of smaller batches without increasing losses and with rational use of labour force. Aiming at cost reduction we also intensively examined all washing cycles to identify how to reduce the use of chemicals, water and energy. We are introducing chemicals with better washing effects and are constantly in contact with the suppliers to be updated on the most advanced technical novelties that can assist us in the optimisation of processes. In the first half of the year, a team of Pivovarna Union took part in the setting up of the production of non-alcoholic beverages in the Birra Peja Company. In addition to the technological procedure, also
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the processing part of the line had to be prepared and software had to be adjusted. The guidance and technical assistance will also be provided next year. Because of filling Sola and Multisola ice tea the existing labelling machine in Birra Peja also had to be replaced on the filling line for new also square plastic bottles. For the same reason we also built in new moulds for 0.5- and 1.5-litre plastic bottles and purchased a new machine to control the fullness in
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order to ensure adequate hardness of the cans. Other investment in the Union Group focused on the purchase of returnable packaging, software and the equipment for sales promotion.
2.8.3 INVESTMENTS IN RADENSKA, D. D., RADENCI The 2012 investment plan and its implementation are adapted to the current situation and thus rather limited. Because of the requests to change packaging, most of the investments are focused on such projects (new bottle, new packaging units, new packaging). The filling equipment on the TPO-1 and TPO-2 lines was adjusted to be used for filling the new non-returnable bottle of 0.75l. To adapt to the different volume, new parts of the filling equipment and
LAŠKO GROUP
a part of the conveying belts had to be purchased because this volume is filled on the TPO-1 line and packed on the TPO-2 line. The filling lines were adjusted to pack plastic bottles for carbonated drinks of 1.5l PET into the packs of four. The requirements of the market have already been mentioned. Lately, there has been more demand for smaller packs. For this reason, paletting machines on two filling lines were adjusted.
90 Equipment for filling spring water into new packaging, the so called “bag-in-box” or a bag in cardboard, was purchased, namely of 10-litre volume. And to this end also a new filling-closing device was purchased and storage place was adjusted. The equipment for the production of pre-forms with lower weight was adapted accordingly. We were forced to do this by the market. This is the very area where costs can be reduced since PET-material is one of the higher items in the structure of costs of filling of water and non-alcoholic beverages. Therefore tools were prepared to inject lighter 0.5- and 1.5-litre pre-forms but also the shape of a plastic bottle for non-carbonated products was adapted to lighter pre-forms. Energy audit was carried out. The majority of the project was implemented in 2012 whereas the final part with the report and proposals for improvement will be prepared in the first months of 2013. The project of the computerization of production is in the final phase which means the establishment of the control system of the production lines. The system will support the overview of the operation of the filling lines such as the standstills, efficiency and some other technological parameters. This is a joint project of the Laško Group. The NMW boreholes were remedied due to the leakage of CO2. CO2 leakage posed a potential threat to the immediate vicinity of the borehole (settlement) that was not in use but with this measure the threat of a potential accident was eliminated. A contract was signed for the purchase of equipment for the preparation of natural mineral water Naturelle. The equipment will be installed in April 2013 and the project was partly transferred from the initial 2012 plan to the 2013 investment plan.
We purchased an ion chromatography system, a device for performing a method to determine anions and cations or for the analysis of natural mineral waters and other waters. This device replaced flame photometry device that was already 35 years old. Thus we reduced time for the performance of analyses. We moved and renewed a machine for placing and removing the bottles from the P-PET filling line to the TPO-2 filling line. These two machines were dismantled on the P-PET line since on this line glass bottles are no longer filled. The machines were they fully renewed and completely adapted to the rational renewal of a part of equipment. The investment projects and the purchase of fixed assets in Radenska were allocated approximately EUR 730,000 representing some 72% of the value of the annual plan of investments and the purchase of fixed assets in the technical sector of Radenska. The annual plan of investments and the purchase
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packaging on the TPO-2 filling line where the machines were installed again. This is an example of
50% of the value of depreciation costs in 2011.
2.8.4 INVESTMENTS IN VITAL MESTINJE, D. O. O. Similarly to 2011 also in 2012 there were no investments. Only some minor purchases of fixed assets
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of fixed assets at the Group level was designed on the basis of the rule stating that the amount equals
For 2013, a renovation of the boiler house is planned together with the purchase of a new CIP station. The boiler room renovation is dictated by our tendency to rationalise energy consumption and by the fact that the heating system is obsolete. CIP station is necessary taking into account the fact that the
LAĹ KO GROUP
were implemented.
entire cleaning of the equipment is now conducted from one station. This situation is also the result of constant changes of the product range that cannot be served by only using the existing station.
2.8.5 INVESTMENT INTO THE DELO GROUP Total investments in the Delo Group amount to EUR 885 thousand EUR leg behind the planned investments for 2012 by EUR 1.4 million. Most of the investments not implemented were transferred to the 2013 plan. The biggest share of investments in 2012 is related to IT and digital development. These areas were allocated more than 80% of all the investments. This includes the renewal of obsolete hardware such as the replacement of computers, monitors, servers and photographic equipment and upgrading and development of new software. Investments into digital development are mainly linked to the development of platforms of classifieds, iPad, Android, iPhone and Delo’s user account. In the Printing Centre, investments were made into the machine for gluing and folding and the purchase of a compressor. In 2013, the Delo Group is planning investment projects totalling EUR 875 thousand. A smaller part, EUR 43 thousand is linked to a daughter company Izberi. Basic orientation in investment planning is the renewal and replacement of the most necessary and vital parts of the equipment.
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2.9
TO THE LAŠKO GROUP THE 2012 FINANCIAL YEAR MEANS A YEAR OF SEARCHING FOR SOLUTIONS AND TACKING THE LIQUIDITY PROBLEMS RESULTING FROM NON-STRATEGIC FINANCIAL INVESTMENTS IN THE
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Performance analysis
DISINVESTMENT AND RESCHEDULING.
The joint stock company Pivovarna Laško successfully combines the majority of Slovenian beverage
LAŠKO GROUP
PAST. NEW FOUNDATIONS FOR FURTHER DEVELOPMENT WILL BE ACQUIRED WITH THE REORGANISATION,
producers into the Laško Group, which is complemented by the companies Jadranska pivovara – Split, and the newspaper and publishing company Delo, Ljubljana. Similarly to most economic entities also the operations of the companies in the Laško Group were hit by the global economic situation, especially on the domestic market but also on foreign markets where we appear as the sellers of our products and as buyers of raw materials and other materials. Despite the expectations that the conditions for the operations in 2012 would start to improve, this did not happen. On the contrary, the situation even worsened. The recurrence of the recession in Slovenia is of course mirrored in the increasing number of the unemployed and consequently in the standard of the population. Therefore we have been faced with decreasing consumption also of the goods produced by the Laško Group companies. Such circumstances lead consumers to search for cheaper products at acceptable prices. This is also reflected on the market where discount shops attract more customers and on the other hand, there are additional requests of retailers to increase their margins and bonuses. The market position of the Laško Group in 2012 on the domestic market and in the segments of beer, water and other non-alcoholic drinks remained stable although the conditions of sale further complicated. The business policy set in the field of sales is adapting to the required conditions and it is established that such orientation is correct. In accordance with the adopted sales strategy the sales on foreign markets was increased in 2012. The Laško group is still in a tough financial situation because of objective difficulties. In 2012 it was not possible to considerably reduce the level of indebtedness. The maturity of financial liabilities pose s high financial risk and for this reason there are constant talks with the creditor banks in order to find comprehensive solutions in a form of rescheduling of all our liabilities in a long run.
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The investment portfolio, specificity of individual investments and especially lack of liquidity on the capital market hindered the development and prevented the sale of unnecessary property at acceptable prices. Thus, disinvestment as well as the decrease of the indebtedness of the Laško Group to an acceptable level were disabled. In 2012, the Laško Group continued its attempts to optimise the cooperation of all production companies in the Group in all the areas and especially in the field of sales and purchase. The results of
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such cooperation are satisfactory in both these areas although more synergy effects can be expected in a longer period of time.
2.9.1 PERFORMANCE OF THE LAŠKO GROUP
ANNUAL REPORT 2012
NOTES TO THE INCOME STATEMENT OF THE LAŠKO GROUP
In the 2012 financial year, the Laško Group generated EUR 271.3 million of net sales, which is 2.5% more than in the previous year. The increase is the result of the integration of the Birra Peja Group into the consolidation. In the structure of sales revenues, the revenues generated in Slovenia account for 88.6% of all revenues and compared to 2011 they increased by 2.9% whereas the revenues generated on foreign
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markets represent 11.4% of all revenues. The Laško Group generates most revenues on foreign markets of former Yugoslavia in particular in Croatia. Operating expenses of the Laško Group equalling EUR 254.8 million are at the level of the previous year. The costs of material and services slightly decreased and in the structure of costs they only represent 65.4% of all operating expenses.
94 Labour costs totalling EUR 50.9 million were by 3.2% higher than in 2011. Increased costs are the result of newly employed staff during the year and severance grants paid to the employees who met the conditions of early termination of service or early retirement according to the then applicable Retirement Act. In 2012, depreciation costs amounted to EUR 20.1 million and increased by 2.4% or by EUR 0.48 million if compared to 2011. In the 2012 financial year, the Laško Group generated EUR 22.2 million of positive operating profit (EBIT), which is by EUR 6.3 million or 39.5% more than in 2011. In 2012, the Group disclosed certain one-off transactions such as impairment of brands, unrealised depreciation due to discontinued operations, losses on the sales of investment property with negative effect on the current performance and certain one-off transactions whose impact was positive. Normalised EBIT is adjusted to the effect of these transactions in the amount of EUR 7.3 million and totals EUR 29.1 million, which is by EUR 5.7 million more than in 2011. Operating cash flow (EBITDA) of EUR 41.8 million increased by EUR 12.4 million compared to a year ago. Normalised EBITDA equals EUR 50.3 million and is EUR 2.8 million higher than in the pervious year. The Laško Group generated EUR 46.4 million of negative financial result in 2012. Financial revenues amounting to EUR 7.4 million are mainly the dividends received based on the stakes in Poslovni system Mercator. Financial expenses totalling EUR 53.9 million are the result of interest expenses related to the loans and amount to EUR 20.8 million and to financial investment impairment. The biggest share of impairment is related to impairment of the MELR shares (EUR 29.0 million).
In 2012, the Laško Group disclosed net loss of EUR 32.9 million, which is by EUR 5.4 million more than in 2011. If net profit or loss was adjusted taking into account all one-off transactions, the Company would disclose net profit of EUR 12.3 million in 2012, which is by EUR 8.3 million more than in 2011. NOTES TO THE STATEMENT OF FINANCIAL POSITION OF THE LAŠKO GROUP
At the end of 2012, the assets of the Laško Group amounted to EUR 510.4 million, which is by EUR 59.2 million less than at the end of 2011. Long-term assets reduced by EUR 14.5 million whereas shortterm assets decreased by EUR 44.7 million. The reduction of short-term assets was mainly the result of reduced available-for-sale financial assets. Compared to 2011, total capital of the Laško Group equalling EUR 92.6 million decreased by 26.1%. Mainly capital reserves reduced whereas the loss increased.
As of 31 December 2012, the surplus of short-term liabilities over short-term assets of the Group totalled EUR 181 million, which has resulted in a high degree of liquidity risk. Compared to 2011, the surplus increased by EUR 33 million.
ANNUAL REPORT 2012
On the last day of 2012, short- and long-term liabilities of the Laško Group amounted to EUR 417.7 million and compared to the previous year they reduced by EUR 26.5 million or by 6%.
edness and consequently its exposure to liquidity risk. Within the Group, indebtedness of individual companies will decrease at various levels. 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
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In the event of successfully concluded divestments, the Group will immensely decrease its indebt-
companies will have an excess of freely liquid assets.
95 2.9.2 PERFORMANCE OF PIVOVARNA LAŠKO, D. D. NOTES TO THE PROFIT OR LOSS ACCOUNT OF PIVOVARNA LAŠKO, D. D.
In 2012, Pivovarna Laško generated EUR 88.9 million of net sales revenues, which is 6% less than in 2011. The reason was the drop in sales on Slovene market and the change in the range of sold products. A share of the products with lower added value has been increasing. The revenues on the domestic market are thus 10% lower. Revenues forgone on the domestic market were replaced by increased revenues on foreign markets where a 16% increase is recorded. Operating expenses of Pivovarna Laško in 2012 were 7% lower than in 2011 and amounted to EUR 80.7 million. Lower costs of services and lower depreciation and lower write offs accounted for contributed most to lower total costs. Labour costs are higher than in the previous year mainly because of newly employed workers and paid severance grant for redundant workers. The most important category of costs with a 31% share in operating expenses is the category of costs of material amounting to EUR 24.9 million and being at the level of the previous year. Slightly lower costs of material were eaten away by higher prices of energy and for this reason there were no positive effects on material costs. Nevertheless, better control enabled us to successfully reduce the costs of services being 14% lower than a year ago. In terms of value, most significant progress was made in the costs of marketing mainly through less advertising and smaller sponsorship amounts on the domestic market.
Labour costs amounting to EUR 11.0 million are by 4% higher than in 2011. Increased labour costs are the result of newly employed workers and paid severance grants at the end of the year to 10 workers who meet the criteria of early termination of employment relationship or early retirement in accordance with the then Pension and Disability Insurance Act. Write-offs amounting to EUR 5.6 million are 31% lower than in 2011 mainly due to lower depreciation that is the consequence of lower level of investments in recent years and of already written-off
Business report
fixed assets. Revaluated operating expenses related to fixed assets are lower. In 2011, the assessment of property was conducted that resulted in impairment of certain fixed assets. Cost rationalisation and better control managed to slight reduction of costs but this decrease does not cover the gap caused by lower revenues in full, which is also reflected in operating profit. Operating profit (EBIT) equalling EUR 8.7 million is thus 17% lower than in 2011. In 2012, the Company disclosed
ANNUAL REPORT 2012
certain one-off transactions such as the loss from the sale of investment property, provisions, impairments of investment property that had negative effect on the current performance and certain one-off transactions whose impact was positive. Normalised EBIT is adjusted to the effect of these transactions in the amount of EUR 0.9 million and totals EUR 9.6 million, which is by EUR 0.6 million less than in 2011. Operating cash flow (EBITDA) of EUR 13.6 million decreased by 19% compared to a year ago or
LAŠKO GROUP
EUR 3.2 million. Normalised EBITDA equals EUR 14.6 million and is EUR 2 million lower than in the pervious year. Pivovarna Laško generated EUR 25.5 million of negative financial result in 2012. Financial revenues amounting to EUR 9.5 million are mainly the dividends of the companies in the Group and of other companies (Mercator). Financial expenses totalling EUR 35.1 million are the result of financial invest-
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ment impairment, in particular impairment of the investment in Poslovni sistem Mercator in the amount of EUR 12.1 million and the investment in Delo in the amount of EUR 7.4 million. Pivovarna Laško used EUR 14.5 million to pay interest to the biggest banks and partly also to the companies of the Group. Due to negative financial result in 2012 and decreased long-term deferred tax receivables being the consequence of the conversion to a new lower rate the Company generated net loss of EUR 18.5 million. Loss disclosed in 2012 increased by EUR 3.0 million compared to the previous year. If net profit was adjusted taking into account all one-off transactions, the Company would disclose net loss of EUR 2.75 million in 2012, which is by EUR 2.2 million more than in 2011. NOTES TO THE STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D.,
At the end of 2012, assets of Pivovarna Laško amounted to EUR 380.4 million, which is 6.2% less than at the end of 2011. Among long-term assets it was mainly minor long-term financial investments into subsidiaries that amounted to EUR 7.3 million and tangible fixed assets totalling EUR 2.9 million that contributed most to the decrease. The amount invested into fixed assets totalled less than their depreciation. Compared to the end of 2011, current assets totalling EUR 72.8 million decreased by 14.5% or by EUR 12.3 million. The biggest value among current assets is represented by available-for-sale financial assets amounting to EUR 37.9 million that decreased by EUR 12.0 million or 24.8% compared to the previous year. The decrease is mainly related to the revaluation of the shares of Mercator to a lower exchange market value. Short-term loans increased by EUR 2.0 million while short-term operating receivables decreased by EUR 1.4 million or 7.0%.
Capital of the Company amounting to EUR 91.5 million decreased by 16.3% or EUR 17.9 million compared to 2011. The main change of the capital is the loss of the current year totalling EUR 18.5 million. As of 31 December 2012, total financial liabilities of Pivovarna LaĹĄko equalled EUR 261.9 million and compared to 2011 they decreased by 2.3% or EUR 6.1 million. The net indebtedness at the end of 2012 calculated as the difference between all debts and invest-
ANNUAL REPORT 2012 LAĹ KO GROUP
12.1 million.
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ments was negative totalling EUR 17.3 million and compared to the previous year, it decreased by EUR
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2.10
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Risk management
ACTIVE RISK MANAGEMENT IS ACCOMPANIED BY TIMELY RECOGNITION AND RESPONSE TO POTENTIAL THREATS BY PREPARING ADEQUATE MEASURES TO PROTECT AGAINST THE IDENTIFIED RISKS. RISK
LAŠKO GROUP
MANAGEMENT MEASURES ARE INTEGRATED INTO DAILY OPERATIONS.
The operations of the Laško Group are exposed to a variety of risks, both business and financial. It cannot be protected 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
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approach. Active risk management followed by the timely recognition and response to potential threats by preparing appropriate measures protects against the identified risks and mitigates the exposure to them. Risk management measures are incorporated into daily operations of all the Group companies. One of the measures for ensuring comprehensive risk management is the set up of the internal audit service that helps the organisation to achieve the objectives by introducing well designed and professional approach to the assessment and improved performance of the management, risk management and the processes of control. The internal audit assists the management and the Supervisory Board with its consultancy role to identify and assess the risks and to introduce the methodologies of risk management and of control and also to identify the appropriate response. The key role of the internal audit is to provide assurance concerning risk management and the adequacy of the procedures of risk assessment and management. Risk management is the responsibility of the management and the authorised managers and all other key employees in the Company. For the purposes of effective risk management, the management of the company needs to set up a systematic process of the recognition, examination and assessment of risks encountered on the path of the attainment ob objectives, their control and reporting on them. In 2012, the Laško Group started the procedure for risk analysis and the preparation of a register on risks that gives a systematic overview of identified and assessed risks in the company. The risk register will be a tool for efficient risk management.
KEY RISKS IN 2012
In 2012, the negative effects of the economic and financial crisis even strengthened. Financial risks are still the most important in 2012 despite a slight improvement of macroeconomic conditions. Credit risk and interest-rate risk are still referred to as moderate whereas the insolvency risk is high and its management depends on the agreements with the creditor banks.
should be mentioned among the operating risks.
2.10.1 BUSINESS RISKS Business risk is associated with the overall business operations and core business of the Laško Group. The most important among them in 2012 are market and procurement risk. 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
ANNUAL REPORT 2012
A very specific risk of (non)-implementation of the drawn-up strategy of Pivovarna Laško until 2014
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The most important risks of the operations in 2012 are price risks at the level of sales and purchase.
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
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due to the arrival of new competitors with cheaper products, closure of customs and other duties and
the Protection of Intellectual Property.
99 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 and are assessed as moderate. 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 raw materials within the scope of joint purchases within the Laško Group
2.10.2 OPERATING RISKS Operating risks are associated with the implementation and monitoring of business processes and activities and the consumption and costs incurring during the implementation of the business processes. Risks associated with the production process encompass the risk of disturbed processes in the production capacities due to possible major breakdowns. This risk is estimated to be moderate; the production is ensured through regular preventive routine maintenance, regular repairs and the replacement of worn parts with the new ones. At any rate, it should be emphasised that the investments into production are not optimal due to a lack of funding and therefore the risks associated with the so-called “investment gaps” will be increased over the years. As a result of a lack of investment into new technol-
ogy, the development of new products is only limited to the products that can be produced with the existing production. These new products are subject to insufficient support of the marketing and sales activities and inadequate launching generating a risk of weaker recognisability of these products. In the absence of sufficient investment into new technology, 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,
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HACCP and IFS standards. The following risks are among those that are placed considerable attention: • property-legal risk, which is managed by the conclusion of relevant insurance transactions (fire, machinery breakdowns, accident insurance, etc.); • regulatory risks related to the changes to the regulations by the national and local regulators of
ANNUAL REPORT 2012
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 nonreturnable containers, and tax and excise legislation that 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; • information risks that may occur due to natural disasters, fire in the premises, a single component
LAŠKO GROUP
failure, malfunction of the firmware or application software; they are managed through the set up of updated backups of critical information systems and their segmentation and replication; • environmental risks that may occur due to the ineffective use of all forms of energy, non-optimal functioning of business processes and embedded technologies managed through austerity measures, ongoing maintenance and regular minor investments and
100 • HR risks in terms of a lack of adequate personnel and healthy staff that were managed by informing employees of healthy lifestyles, the cooperation with physicians, medical checks of the managers, etc.
2.10.3 FINANCIAL RISKS Financial risks are risks that may negatively influence the ability to generate financial revenue, control financial expenses, to preserve the value of financial assets and to control financial liabilities. All the activities of risk management in the Group focus on the unpredictability and illiquidity of financial markets, that have increased under the conditions of the financial crisis, 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 credit risk management. Long-term stability of the Group’s operations dictates concurrent and detailed monitoring and assessment of financial risks. In 2012, the Company again worked on the objective of achieving stable operations and reducing exposure to individual risks to an optimal level. Particularly significant among financial risks faced with by the Group are liquidity risk, risk related to the decrease in investment fair value, credit risk and to some extent also interest rate risk. The exposure to particular types of financial risks and measures for protection against them are implemented and evaluated based on the impacts on cash flows.
With regard to financial risks, monitoring liquidity risk which means the risk of loss due to shortterm and long-term insolvency is of particular significance. The Group disclosed an excess of current liabilities over current assets, signifying the existence of a significant liquidity risk in particular in the parent company. To avoid problems with the current liquidity, the Group companies manage the liquidity risk, draft and implement a policy of regular liquidity management including the plans of cash flow movements of inflows and outflows at the annual level, and also for each individual month. In addition, the Group needs to monitor and ensure capital adequacy, which means that the Group 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. Nevertheless, it is estimated that, with a view to the tightening of the situation on the financial
Business report
must always have sufficient long-term financial resources at its disposal with regard to the volume and
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 or acquire new, more quality resources. Discussions concerning comprehensive settlement of this problem in the form of rescheduling all the Group’s liabilities for an extended period are carried out with creditor banks 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
ANNUAL REPORT 2012
market and still ongoing financial crisis, the liquidity risk will be increasingly difficult to manage.
liquidity risk it is extremely important and necessary to monitor basic indicators of the financing situation and solvency in accordance with the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act (ZFPPIPP) that specifies the criteria in Article 14 for establishing the state of insolvency of a company. Also in 2012, the activities related to disinvestment of all our investments
LAŠKO GROUP
maturity, the Group can repay the loans by selling a part of the Group’s property. When managing
that are not of crucial importance for the core activity continued to achieve a sustainable level of debt. To the closure of the procedures of divestment, the Group will still be subject to difficult liquidity situation. 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. The risk of changes in fair value of financial investments, tangible fixed assets and investment property is undoubtedly also an important financial risk. In connection with the disinvestment described under illiquidity risks it should be highlighted that financial investments are increasingly difficult to sell at desirable prices compared to the purchase price a few years ago when most of such investments were acquired. The risk can be observed in the segment of financial expenditure where financial expenses from the impairment and write-offs of financial investments are presented. There is a considerable risk that also in 2013 impairments will be necessary as a result of the drop in stock exchange prices in general and not only in Slovenia owing to the ongoing market turmoil and a lack of liquidity of the entire economy. It is estimated that the biggest risk of impairment is attributable to our investment in Mercator since the general financial and economic crises also affects the segment of population and this is consequently reflected in the operations of the biggest trading company. In 2012, the Group booked impairment and write-offs of investments totalling EUR 43.5 million of financial expenses. Credit risks include all those risks resulting in the decline of the company’s economic benefits due to insolvency of the company’s business partners (buyers) and failure to meet their contractual obligations. To this end, the receivables from our business partners, the wholesalers and retailers, are regularly monitored. The receivables from export buyers are secured with bank guarantees and partly via the SID insurance company, and the Group only operates under the system of advance (prepayment) payments with customers that are considered risky. Also on the domestic market the receivables from final users are partly secured with bank guarantees, mortgage on immovable property and bonds.
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Business with customers that are considered risky with regard to deferred payments and that have a lower credit rating is made on the basis of advance payments and immediate payments so that a risk of risks of non-payment for the purchased goods can be avoided. Especially in the period of last months less payment discipline can be observed among the customers, which results in constant problems related to the provision of current daily liquidity of the Group. Late payments are also characteristics for the biggest customers and that causes additional liquidity problems. It is estimated that there is a considerable risk of late payment in 2013 in all segments of economy. The exposure to credit risk has
Business report
been increasing owing to worsening economic conditions. Interest rate risk represents the possibility of a change in the reference interest rate on the financial market, mainly due to long-term loans of the Group linked to a variable interest rate (EURIBOR). Since the end of last year EURIBOR has tended to increase and in 2012 it had a positive effect on the cost of financing loans with a variable interest rate. Financing under variable interest rate conditions
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represents two thirds of all financing of the Group while the other third represents loans with a fixed interest rate. Hedging of interest rates is undoubtedly a good idea in the case of long-term debt based on variable interest rates; however, the majority of our loans mature in a period shorter than a year. Events on the financial market are monitored since due to the high degree of indebtedness, the Group will have to appropriately hedge interest-rate hedge when appropriate. The Group’s exposure to interest rate risks is assessed as still high, but manageable.
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The financial risks of the LaĹĄko Group are provided in more detail in the financial part of the Annual
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Report on pages 204 to 209, namely in Note 31.
THE BUSINESS RESULTS ACHIEVED SO FAR IN THE COMPANIES IN THE GROUP CONFIRM THE CORRECT BUSINESS-STRATEGIC ORIENTATION OF THE CORE ACTIVITY SINCE THE COMPANIES’ RESULTS ARE
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Financing and the sale of investments
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2.11
GROUP IS ABLE TO IMPLEMENT THE REVENUE PART OF THE STRATEGY.
2.11.1 FINANCING IN THE LAŠKO GROUP Universal financial and economic crisis which has long been present in the Slovenian business environment since 2008 is also reflected in the constant difficulties in ensuring current liquidity, both within the Laško Group and in even more in the parent company Pivovarna Laško. We have had problems of managing current liquidity. As usual, the liquidity situation was the worst in the first three months when our sale is lower since they are not seasonal. In this period, also the payment culture of our buyers usually worsens. In addition, these months require the purchase of the necessary raw materials, intermediate materials and advertising materials and carry out other activities that are required to start-up production in the upcoming season. Throughout 2012, the Group and especially both breweries strived to manage current liquidity mainly due to constant delays of the payment by our biggest buyers representing more than 70% of the entire realisation of the Group and due to contractual obligations of repaying short-term and long-term loans. In April 2012, rescheduling of credit obligations of both breweries was agreed that had been contractually arranged until May. The banks confirmed a new scale of repayments of short-term and long-term loans that in most cases were prolonged until 29 March 2013 and the repayment totalling a bit more than EUR 21 million was envisaged for both the breweries, of which Pivovarna Laško would repay EUR 8 million and Pivovarna Union EUR 13 million. Both breweries had loans from Hypo Bank that matured on 30 September 2012 and that were prolonged for 6 months based on the agreement on the payment of a part of the amount by Pivovarna Laško equalling EUR 766,000 in three instalments until 31 March 2013. In 2012, the period also includes the time prior to the agreed rescheduling of both breweries; the companies producing beverages within the Laško Group reduced the level of loans from banks by EUR 22 million. In the first three months of 2012, Pivovarna Laško contracted loans from banks amounting to EUR 2.5 million and in the period from March to December it repaid EUR 8.2 million to banks, mainly the principal, and thus decreased the exposure to banks arising from loans by EUR 5.7 million.
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COMPARABLE IN THE INDUSTRY AND IN 2012 THE REBOUND ON FOREIGN MARKETS PROVES THAT THE
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Pivovarna Union reduced the exposure to banks arising from loans by EUR 14 million and Radenska by EUR 2.3 million. The indebtedness within the Group remains at the level of the end of 2011, which means that Pivovarna Laško owed Radenska and Pivovarna Union EUR 42.4 million. The measures to reduce indebtedness were designed in the Strategy and confirmed in September 2010. The creditor banks of Pivovarna Laško clearly requested the divestment of the entire stake in the Mercator Company in August 2010. The level of indebtedness of the Group was successfully reduced
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by 40% with the procedures of divestment of financial investments that did not represent the core activity and of investment property. However, the Group and in particular the parent company urgently need long-term rescheduling of financial obligations since it is capable, and this has also been proven by the results of operations, to repay the debt in a long run. This will also be the focus of the discussions with the banks in 2013.
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On the average, the Group used 42% of generated EBIDTA to pay interest whereas Pivovarna Laško used 83% of EBIDTA generated at the annual level for the same purpose. In absolute terms, the interest to banks amounted to EUR 21 million at the level of the Laško Group in 2012. In the same year, Pivovarna Laško paid the banks EUR 12 million, Pivovarna Union EUR 6.5 million and Radenska EUR 0.9 million, the rest of the amount of interest was contributed by other members of the Laško Group. The business results of the Laško group companies achieved so far prove the right strategic orienta-
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tion of the core activity since the results are comparable to other companies in the industry and at the same time the restored growth in sales on foreign markets is another proof that the Group is able to implement the income part of the Strategy. The conditions for the realisation of the expenditure part of the Strategy are not met. All the synergy effects outside the contractual-based group that the owners do not want to confirm to protect the interests of the creditors cannot and must not be achieved by the Group. The companies are burdened by the procedures of disinvestment and bank charges due to the
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disinvestment procedures not yet completed as well as by the need of long-term rescheduling. This prevents the companies to focus exclusively on the implementation of the Strategy of growth until 2014.
2.11.2 SALE OF THE INVESTMENTS OF THE LAŠKO GROUP The Laško Group continued the activities related to the disinvestment of financial investments and other assets not necessary for the operations. Procedures for the sale of a 79.25% stake in the Večer Company continued in 2012. In February, the deadline for the sale of the Company was prolonged until 31 December 2012 by the Competition Protection Office. In March, a call for expression of interest was published. No non-binding offers were provided by the potential interested parties, however, they asked for an extension of time limits. In October 2012 a non-binding offer was received by a potential buyer who had not participated in the sales process before. This buyer carried out the due diligence exercise of the Večer Company and the negotiations on the conclusion of the purchase contract that started in November 2012 have been underway. Sale of the Delo Company has been suspended because no offer was received that would be consistent with the tender. The Group will continue the procedures for the divestment of Delo. In 2011, the Management Board investment maximum efforts to sell a 23.34% stake of the Group’s investment in Mercator but due to objective reasons, the realization of the sale did not occur. The Laško Group continued the sales process also in 2012. Negotiations were under way to reach a new agreement on a joint sale of more than 50-percent share of Mercator that was concluded and signed in October 2012. All the activities will continue also in 2013.
Sale of Jadranska pivovara – Split was suspended at the end of 2011 since no offers were received from potential buyers but due to renewed interest in the purchase, the sales process was reinitiated in June 2012. The potential buyer also carried out the due diligence exercise but a non-binding offer was not received and he withdrew from the sales process. Activities to streamline operations are being implemented on a continuous basis. But also offers for the purchase of the production equipment are searched for and negotiations with the potential buyer already started.
offers were received. The intermediary estimated that currently there is no interest to buy the majority shareholding of Thermana. In March 2012, with regard to the sales of non-stock exchange financial investment an offer for the
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In 2012, the activities for the sale of a stake in Thermana Laško were implemented through the sales intermediary, NLB, in order to find and contact potential buyers of the target company, but no
was sold at EUR 141 per share. The shares in electricity distribution companies and in the Velenje Coal Mine are still in the sale process. In 2012, we continued the sale of the property not relevant to operations, namely: for Pivovarna Laško: Hotel Hum in Laško, Tri lilije sports arena in Laško and warehouses at Letališka
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purchase of 540 shares in Etol, d. d. with the ETOG ticker symbol was received and the investment
cially realised in July; • For Pivovarna Union: land and the »Center Bellevue« project and the warehouse in Maribor;
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32 in Ljubljana; in June the contract of sale was concluded for the sale of Hotel Savinja that was finan-
• For Radenska: business building in Radenci;
105 • Both breweries also started the process to sell the holiday facilities. The completion of the sale of Mercator can only be expected in June 2014 and therefore a more significant decrease of the level of indebtedness can only be achieved after this date. But this does not mean that the Group will not intensify all sales processes and therefore all the activities of disinvestment continue also in 2013. It is expected that the Delo Company will be sold by the end of 2013 and even prior sale of Večer. Also the activities linked to the sale of property that is not of strategic importance for the Group will continue.
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2.12 Overview of significant events in 2012
THE COMPANIES OF THE LAŠKO GROUP BROUGHT DAMAGES AGAINST THE COMPETITION PROTECTION OFFICE DUE TO THEIR DECISION THAT PREVENTED THE DISPOSAL OF THE MERCATOR SHARES BY THE
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COMPANIES OF THE LAŠKO GROUP
2.12.1 SIGNIFICANT BUSINESS EVENTS IN THE LAŠKO GROUP PROCEDURES OF THE SALE OF SHARES OF ČZP VEČER, D. D.
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On 13 December 2011, the Ministry of Culture issued a decision rejecting the application of the 3Lan Company for the issue of consent to acquire more than a 20% ownership stake in the company ČZP Večer. The acquisition of this consent by the buyer 3Lan was one of the deferred conditions for the conclusion of the contract for the sale of 202,788 shares or a 79.24% stake in ČZP Večer that was concluded on 23 June 2010 between Delo as the seller and the company 3Lan as the buyer. An administrative dispute was permitted against the aforementioned decision of the Ministry. The deadline for lodging an appeal expired on 16 January 2012. An appeal was not filed so the decision became final and the sale procedure with the 3LAN Company could not be implemented. On 18 March 2012, the sales process of the ČZP Večer shares was published again. The interested buyers asked for the extension of the deadlines in the sales process but a binding offer still has not been received. Talks are also under way with potential buyers. TERMINATION OF THE CONTRACTUAL CONCERN
On 26 April 2012, in accordance with paragraph 1 Article 539 of the Companies Act Pivovarna Laško terminated (in writing) the Controlling Contract between Pivovarna Laško and Pivovarna Union and the Controlling Contract between Pivovarna Laško and Radenska both concluded on 27 December 2012. The termination of the contracts entered into force with the receipt of the written notice of the contract termination by the abovementioned subsidiaries, namely on 26 April 2012. T The termination of controlling contracts was the pre-condition that one of the banks imposed to the companies Pivovarna Laško, Pivovarna Union and Radenska in order to reschedule their financial obligations.
ACQUISITION OF MAJOR SHAREHOLDINGS IN BIRRA PEJA, SH. A., PEĆ
On 18 January 2012, the procedure of the exercise of the put option concerning an 18% stake in Birra Peja was completed. On 29 November 2011, Factor banka, the 18% owner of Birra Pei at that time, on the basis of the above option contracts requested Pivovarna Union to purchase its 18% stake in Birra Peja. The process of enforcing the put options was concluded on 18 January 2012. As of that date, Pivovarna Union became the majority owner with a 57.6% stake of this company in Kosovo
The extraordinary General Meeting of the Birra Peja Company was held on 22 June 2012 and the shareholders voted for the capital injection by converting the existing liabilities of the Company to the owners to ownership stakes in total amount of EUR 2,360,000 (Pivovarna Union EUR 1,360,000 and the other owner Ekrem Lluka EUR 1,000,000). Thus the ownership ratio will remain the same after the capital injection. The capital injection was confirmed by the regular General Meeting on 3 August
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EXTRAORDINARY GENERAL MEETING OF BIRRA PEJA, SH. A., PEĆ
EXCLUSION OF SMALL SHAREHOLDERS IN JADRANSKA PIVOVARA – SPLIT, D. D.
Pivovarna Laško ran a procedure to exclude small shareholders in Jadranska pivovara – Split, d. d. Pivovarna Laško filed a claim and the court appointed a court expert who estimated the value of a share at kn 14.79 and afterwards Pivovarna Laško defined suitable severance grant amounting to kn 16.5 kn. At the extraordinary General Meeting of the shareholders of Jadranska pivovara on 24 February 2012
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2012.
Laško owns 5,396,932 shares that represent 99.46%. Small shareholders had 29,285 shares. After the entry of the decision into the court register the shares will be transferred to Pivovarna Laško. Severance grant will be paid to the shareholders after the decision has been entered in the court register and after the court decides on the action brought before the court by 28 small shareholders who decided
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the decision on the exclusion of small shareholders was confirmed. Of 5,426,217 shares Pivovarna
to challenge the decision of the General Meeting of Jadranska pivovara on the exclusion of the small shareholders. The hearing was carried out on 17 October 2012 but the decision has not been taken yet. CRIMINAL INVESTIGATION AGAINST PIVOVARNA LAŠKO DUE TO THE PURCHASE OF THE MELR SHARES IN 2005
On 9 March 2012, Pivovarna Laško received a decision from the Higher Court in Ljubljana whereby,
following an appeal of 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 the former director of Pivovarna Laško, Boško Šrot, and two legal entities, including Pivovarna Laško. Among other things, the two persons, one of whom is Boško Šrot, are suspected of fraud 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 Article 217 in respect to Article 25 of the Criminal Code. The subject of the criminal proceedings in the case of Pivovarna Laško 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. Boško 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. By specifically deceiving certain natural persons, and consequently his omission of a competitive bid in the amount of EUR 177.34 per share, Boško Šrot created an economic benefit of at least EUR 8,279,124.39 for Pivovarna Laško. Pivovarna Laško as a legal entity is alleged to be responsible for the offense, which was committed in complicity with Boško Šrot, since the alleged offense was committed in favour of Pivovarna Laško, which would henceforth also have at its disposal unlawful proceeds of at least EUR 8.2 million. The investigation has not been completed. ERA GOOD
On 13 January 2012, we received a lawsuit from the plaintiff Era Good against the defendants Pivovarna Laško, Pivovarna Union, and Radenska regarding the payment of compensation in the total amount of EUR 958,356.00 (Pivovarna Laško EUR 509,749.55, Pivovarna Union EUR 348,458.24,
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and Radenska EUR 100,148.21) together with default interest. The defendant in its lawsuit asserts that the rebate policy established by the Laško Group constitutes an abuse of its dominant position under the Prevention of the Restriction of Competition Act (ZPOmK-1) 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 District court in Ljubljana issued a decision on 3 July 2012 by which the Court dismissed the appellant’s action seeking damages. The applicant brought a complaint against the decision to which all the defendants responded on 26 October 2012. The High Court has not yet
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taken the decision. AGREEMENT REACHED WITH THE BANKS TO RESCHEDULE THE LOANS
More information on the activities of the Laško Group with regard to the rescheduling of bank loans is provided on pages 103 and 104 of this report.
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ACTION BEFORE THE SUPREME COURT OF THE RS TO REMOVE THE DECISION TAKEN BY CPO NO. 30629/2011-4 OF 26 APRIL 2011
On 26 April 2011, the Competition Protection Office of the RS (CPO) issued a decision No 30629/2011-4 with which it prohibited the Central Securities Clearing Corporation to carry out the transfer of ownership of the MELR shares whose owners are Pivovarna Laško, Pivovarna Union and Radenska. We appealed against this decision and brought action before the Supreme Court of the RS; we also filed an application for interim measures that the Court rejected in its decision No G 23/2011 of 29
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April 2011. On 24 May 2011, preparatory application was filed. CPO issued a decision on 3 October 2011 with which the evaluation of the compatibility of the concentration with the rules No 306-29/2011 was stopped on 3 October 2011. In relation to the decision of the CPO on the prohibition posed to the Central Securities Clearing Corporation to transfer the MELR shares whose owner is Pivovarna Laško we filed an application to
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recognise a party in the procedure and a proposal to renew the procedure on 12 May 2012. CPO issued a decision with regard to the application and a proposal on 12 August 2012 with which it rejected the request of the companies Pivovarna Laško, Pivovarna Union and Radenska in the procedure of the evaluation of the compatibility of the concentration and also rejected the proposal to renew the evaluation of the compatibility of the concentration with the competition rules. The Supreme Court issued a decision on 27 June 2012 with which it rejected the action of the plaintiffs, Pivovarna Laško, Pivovarna Union and Radenska to renew the evaluation of the compatibility of the concentration with the competition rules. On 27 June 2012, the Supreme Court issued a decision to upheld the plaintiffs, Pivovarna Laško, Pivovarna Union in Radenska who are in the process of the recognition of a position of a secondary participant in the procedure of the evaluation of the compatibility of the concentration and the Court also terminated the decision of the Competition Protection Office No 306-29/2011-127 of 12 August 2012 and granted the plaintiffs the position of a secondary participant in the procedure of the evaluation of the compatibility of the concentration. THE REMAINING SALE OF THE SHARES OF MERCATOR, D. D.
The sale of the entire 23.34% stake in Mercator whose owners are the companies Pivovarna Laško (8.43%), Pivovarna Union (12.33%) and Radenska (2.57%) (hereinafter referred to as: the Laško Group) is one of the measures contained in the Strategy of the Laško Group until 2014 (hereinafter referred to as: the Strategy) to exit the extremely difficult financial situation in the companies of the Laško Group. The Strategy confirmed by the Supervisory Board of Pivovarna Laško in September 2010 and the planned measure of selling all the shares of Mercator is in line with the position of all creditor banks on the Strategy of the Laško Group companies as evident in the letter of the creditor banks.
After the adoption of the Strategy and after the failure to sell the 23.34% stake of the the companies of the Laško Group in Mercator, the Laško Group (more detailed information is provided in the 2011 Annual Report on pages 29 and 30) together with Nova Ljubljanska banka, Abanka Vipa, NFD Holding, NFD, Gorenjska banka, Nova kreditna banka Maribor, Hypo Alpe-Adria-bank and Banka Celje concluded an agreement on a joint sale of the Mercator shares that entered into force on 15 June 2011. In July 2011, also Banka Koper joined the agreement. The joint stake of the consortium of sellers in Mercator thus equalled 52.10%. A financial adviser for the sale of the investment was selected, namely
The financial advisor ING bank presented the consortium of sellers with the received non-binding offers in October 2011, namely four non-binding offers were submitted, one of them from a strategic tenderer.
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the ING bank N. V. from London (hereinafter referred to as: ING bank).
tium of sellers and the Agrokor Company. In December 2011, the purchase contract on the sale of shares of Poslovni sistem Mercator was endorsed by all the sellers except by NLB and the Laško Group.
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In November 2011, exclusive negotiations with the only strategic tenderer, the Agrokor Company from Zagreb, started based on the agreement on exclusive treatment concluded between the consor-
sale of 317,498 shares or a 8.43% stake in Poslovni sistem Mercator owned by Pivovarna Laško to the Agrokor Company at a price of EUR 221.00 per share that can be modified as envisaged the mechanism defined in the purchase contract. The consent to the sale of 464,390 shares or a 12.33% stake in Mercator owned by Pivovarna Union, to the Agrokor Company was also given by the General Meeting
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At its session on 27 January 2012, the Supervisory Board of Pivovarna Laško gave consent to the
of Pivovarna Union on 31 January 2012. In order to sell 96,952 shares or a 2.57% stake of the Mercator Company owned by Radenska, the approval of the Supervisory Board of Radenska was not necessary. On 7 February 2012, the members of the consortium of sellers were submitted the information by the consultant, ING bank, that the Agrokor Company withdrew from the sales process. Based on the adopted strategy for 2012, the companies of the Laško Group continued the activities to sell the 23.34% stake in Mercator. Thus, the companies of the Laško Group and other parties interested in the joint sale of the Mercator shares (hereinafter: the sellers) concluded a new agreement on a joint sale at the end of October 2012. The agreement was signed by the sellers who are together the majority owner of shares in Mercator. In November 2012, ING bank as the intermediary started the sales process. In December 2012, the sellers, ING bank and Mercator coordinated and signed adequate documents. The implementers of the due diligence exercise were selected and the due diligence started. The publication of the teaser indicated the start of the sale of Mercator. The continuation of the sales of the Mercator shares in 2013 is presented in this report, Chapter 2.13 – Events after the end of the accounting period. INTERIM MEASURES IN FAVOUR OF THE COMPANIES OF THE LAŠKO GROUP
In July 2012, the Laško Group companies (Pivovarna Laško, Pivovarna Union, Radenska and Delo) filed an application for interim measures and proposed to the Court to secure receivables from the defendants Atka-Prima, d. o. o. and Boško Šrot. This is about the security of receivables arising from the action for damages brought against both defendants by the companies of the Laško Group (the plaintiffs) at the beginning of 2011.
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The courts prohibited to the defendants the disposal and burdening of the PILR shares and other securities except in the case of Radenska and also prohibited the disposal and burdening of stakes in certain property. The court prohibited to Pivovarna Laško to pay potential receivables arising from the dividends for the PILR shares in favour of the plaintiffs. These matters are still in a phase of deciding on the appeal of the defendants against the decision on interim measures except in the case of Pivovarna Laško where the decision of the Court was received on 5 November 2012 to reject the appeal of the defendants in the entirety and therefore the decision on interim measure remained in force. In the
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case of Radenska, the application for interim measures was rejected by the decision of 12 July 2012. The case is in the phase of taking a decision on the appeal of the plaintiff. ACTION FOR DAMAGES AGAINST CPO
On 14 September 2012, the companies Pivovarna Laško, d. d., Pivovarna Union, d. d., and Radenska, d. d., Radenci (hereinafter referred to as: the companies of the Laško Group) brought action for dam-
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ages against the Republic of Slovenia and the Competition Protection Office respectively (hereinafter referred to as: CPO) and director of the CPO. In the opinion of the Laško Group companies, the reason for the action was unlawful prevention of the sale of the shares of Mercator owned by the Laško Group companies by CPO in 2011. Because of the decision of 26 April 2011 taken by CPO the Laško Group companies were not able to accept the binding offer of the Agrokor Company to purchase the shares of Mercator owned by the Laško Group companies since the abovementioned decision prevented the Laško Group companies to dispose of own shares of Mercator. The Laško Group companies believe
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that CPO unlawfully prevented the conclusion of the before mentioned transaction with the Agrokor Company and consequently damage, which gave rise to the damage occurred in the amount of EUR 59.2 million. The court of first instance has not ruled yet. GENERAL MEETINGS OF SHAREHOLDERS OF PIVOVARNA UNION AND RADENSKA
The general meetings of shareholders of Pivovarna Union and of Radenska were held on 27 August
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2012. The minutes of both general meetings are available on the website of AJPES (Business register of Slovenia). CHANGE IN THE MANAGEMENT BOARD OF THE DELO COMPANY
At the session of the Supervisory Board held on 12 September 2012 the Company mutually agreed with the then Chairman of the Management Board Jurij Giacomelli on the change of the Chairman. Temporarily, the Company was run by the Chairperson of the Supervisory Board, Marjeta Zevnik. In accordance with the decision of the general meeting on the extension of the management Board, the Supervisory Board also appointed another member of the Management Board Irma Gubanec, responsible for finance. On 29 September, the company published the vacancy notice concerning the Chairman of the Management Board with the deadline of 16 October 2012. The Supervisory Board also directly invited suitable candidates to submit the applications. On the basis of the received applications the Supervisory Board had interviews with the candidates who in the opinion of the Supervisory Board met the conditions for the Chairman of the Management Board and got acquainted with their work programmes. The Supervisory Board has not appointed Chairman yet. CHANGE IN THE MANAGEMENT BOARD OF ČZP VEČER
At its session held on 25 September 2012 the Supervisory Board of ČZP Večer removed the director of the company Uroš Skuhalo and appointed new director of the company Jure Struc on the same day. CHANGE IN THE MANAGEMENT BOARD OF PIVOVARNA UNION
At its regular 19th session held on 23 November 2012 the Supervisory Board of a subsidiary Pivovarna Union upon a proposal of the Chairman of the Management Board, Dušan Zorko, MSc, ap-
pointed two additional members of the Management Board: Marjeta Zevnik responsible for legal, HR and general matters and Matej Oset responsible for production-technical matters. Both were appointed for a period from 1 December 2012 to 31 January 2016. INTRODUCTION OF NEW SYSTEMATISATION IN THE LAŠKO GROUP COMPANIES
In the Laško Group companies, namely in Pivovarna Laško, Pivovarna Union and Radenska new systematisation was introduced on 1 October 2012. Within the introduction of the new systematisa-
New systematisation will unify the conditions of the employees and posts in the companies Pivovarna Laško, Pivovarna Union and Radenska and introduce a new, market-oriented system of rewarding which will serve as the base for further development of personnel and process optimisation.
2.12.2 SIGNIFICANT BUSINESS EVENTS IN PIVOVARNA LAŠKO, D. D. GENERAL MEETINGS OF SHAREHOLDERS OF PIVOVARNA LAŠKO
The 19th General Meeting of shareholders of Pivovarna Laško was held on 30 January 2012. The announcement of the resolutions of the General Meeting was published on 31 January 2012 on the
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interests of the employees in the companies of the Laško Group.
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tion also a new company agreement was concluded with representative trade unions representing the
ing is available on the websites of AJPES (Business register of Slovenia). Detailed information on the resolutions adopted by the General Meeting is given on pages 30 to 34 of this report. The 20th General Meeting of shareholders of Pivovarna Laško was held on 29 August 2012. The
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SEOnet portal and on the Company’s websites www.pivo-lasko.si. The minutes of the General Meet-
announcement of the resolutions of the General Meeting was published on 30 August 2012 on the SEOnet portal and on the Company’s websites www.pivo-lasko.si. The minutes of the General Meeting is available on the websites of AJPES (Business register of Slovenia). Detailed information on the resolutions adopted by the General Meeting is given on pages 34 and 35 of this report.
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2.13 Events after the accounting period
SUBSIDIARY COMPANY, DELO, SIGNED A CONTRACT ON THE SALE OF 202,788 SHARES OF THE VEČER COMPANY REPRESENTING A 79.24% STAKE.
2.13.1 SIGNIFICANT BUSINESS EVENTS IN THE LAŠKO GROUP CONCLUSION OF A CONTRACT ON THE SALE OF THE ČZP VEČER SHARES
On 26 February 2012, the subsidiary, Delo, signed a contract with the investor on the sale of 202,788
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ordinary transferable named no par value shares of the Večer Company representing a 79.24% stake. The conclusion of a contract means the enforcement of the decision by Slovenian Competition Protection Office No. 306-195/2008-57 of 23 September 2009 dictating the Delo Company to sell at least a 75-percent stake in the Večer Company due to the established excessive market concentration. The contract the conclusion of which was previously agreed by the Supervisory Board of Delo has been concluded under suspense conditions. After the buyer meets the conditions, Pivovarna Laško will inform the shareholders and the Delo Company submitted the contract to the Slovenian Competition Protection Office for the approval. PROCESS OF A SALE OF THE MERCATOR SHARES IN 2013
In the second half of February 2013, the consortium of sellers received non-binding offers. Upon a proposal from the financial consultant in the sales process the consortium invited 4 tenderers to continue the process. The selected tenderers will be invited to conduct a due diligence exercise of the company and submit binding offers.
2.14
187 YEARS HAVE PASSED SINCE THE VERY BEGINNING AND PIVOVARNA LAŠKO HAS GROWN OUT OF A LOCAL BREWERY TO A LEADING BEER PRODUCER AND TOGETHER WITH THE COMPANIES IN THE GROUP IT
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Development landmarks
DRINKS ON SLOVENE MARKET.
1825
LAŠKO GROUP
IS ALSO THE LEADING PRODUCER OF MINERAL AND NATURAL WATERS AND NON-ALCOHOLIC AND OTHER
Historical beginnings of Pivovarna Laško. A producer and seller of honey and ginger-bread, Mr Franz Geyer, establishes a crafts brewery in the former Valvasor Špital, whose building still stands today. 1838
The brewery is bought by Mr Heinrich August Uhlich who begins to export beer to India and Egypt. 1867
Mr Anton Larisch constructs the largest brewery of the time in Lower Styria at the bottom 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 to 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 has more than just a material effect. The innkeepers warmly welcome the initiators of the brewery’s reopening. 1929
The 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 like the beer so much that German occupiers allow maintenance of the Laško beer brand due to the quality of the beer. 1944
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Because of the 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 established in 1947. Since World War II Pivovarna Laško has constituted a single company the entire time. Particularly after 1960, the company recorded an extraordinary development in sales: from 60,000 hl to 1,300,000 hl.
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1990
After harmonization with the provisions of the Companies Act, the organization of the socially owned company is entered into the court register on the basis of the 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
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in mixed ownership. On 30 September 1991 the share capital and social capital of the company is assessed and a division of shares implemented. 1995
At the first general meeting of shareholders on 20 April 1995, Pivovarna Laško is subject to ownership transformation into a joint stock company with known owners. The company was entered into the
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court register with decision no. Srg 673/95 of 8 September 1995. The company becomes a joint stock company with more than 15,000 shareholders. 2000
Capital connections with Radenska Radenci, Jadranska Pivovara Split, and Vital 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 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 the Union Company. 2005
In February the company buys the entire ownership stake namely 186,400 shares of the issuer Pivovarna Union, 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 and Pivovarna Union. 2006
Transfer of 106,950 newly issued shares of Poslovni sistem Mercator, Ljubljana, from Slovenska odškodninska družba to Pivovarna Laško. After the aforementioned transfer of entry, the joint stock
2007
The takeover bid for the buyout of shares of the company Delo, časopisno in založniško podjetje, Ljubljana. The acquirers Pivovarna Laško, Radenska, and Talis now possess a total of 628,044 shares, representing a 94.09% stake in the target company.
Business report
company Pivovarna Laško owns 317,498 MELR shares or a 8.34% stake in Mercator.
ers, Infond Holding, Maribor, Cestno Podjetje Maribor, Fidina, Ljubljana and Koto, 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, accept the takeover bid. As at 31 December 2008, Infond Holding is the majority owner of the company Pivovarna Laško with a 52.97% stake. 2009
In the period from August to September, the creditor banks, namely NLB, Hypo Alpe-Adria-Bank, Abanka, Banka Celje, Gorenjska Banka, Probanka, Nova kreditna banka Maribor and Banka Koper were acquiring shares of Pivovarna Laško (PILR) held by the company Infond Holding and pledged
LAŠKO GROUP
A takeover bid for the purchase of shares of Pivovarna Laško was published in February. The acquir-
ANNUAL REPORT 2012
2008
as insurance for the bank loans. The banks thus acquired significant ownership stakes in Pivovarna Laško. As of 5 August 2009, Infond Holding, Maribor is no longer the majority owner of Pivovarna Laško. 2010
At its 18th regular session on 23 April 2010, the Supervisory Board confirms the bases of the new business model and reorganisation of the Laško Group that has been prepared and submitted by the Management Board and also confirms 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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116 LAĹ KO GROUP
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Sustainable development
THE GROUP IS AWARE THAT THE EMPLOYEES ARE THE SOURCE OF OUR COMPETITIVE ADVANTAGE. WITH THEIR KNOWLEDGE, EFFORTS AND COMPETENCE THEY CONTRIBUTE TO GOOD QUALITY AND
ANNUAL REPORT 2012
Human resources management in the Laško Group
S u sta i n a b l e d e v e lo p m e n t
3.1
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
LAŠKO GROUP
CONSEQUENTLY CUSTOMER SATISFACTION WITH OUR PRODUCTS
and environmentally-friendly operations. In 2012, some major steps were taken in our human resources strategy. 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 result. Being a part of a large system such as the Laško Group provides employees with 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. Good cooperation developed with the employees over the years and strict respect for the labour law is of key importance.
3.1.2 HUMAN RESOURCES DEVELOPMENT In 2012, the project of the introduction of systemisation was successfully completed in Pivovarna Laško, Pivovarna Union, and Radenska. Thus, conditions for further intensive HR development have been provided. The new systemisation that has been in place since October puts the employees in all the companies on the same footing with: • new uniform company agreement for all three companies,
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• new systemisation of working posts standardises the set and description of jobs and their classification into pay grades, • variable reward scheme taking into consideration the performance of an individual.
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On the basis of the above, annual interviews with all the employees will be introduced in 2013 that
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will serve as a basis for an individual’s rewarding, career planning, additional training and the development of key competences important to the Group. At the end of 2012, the Laško Group employed 1,592 people. The numbers of the employees in individual companies of the Group are as follows: NUMBER OF EMPLOYEES IN THE LAŠKO GROUP BY COMPANY AS AT 31 DECEMBER 2012
Number of employees
Share in %
Pivovarna Laško, d. d.
324
20.3
Radenska, d. d., Radenci
210
13.2
Pivovarna Union, d. d., Ljubljana
367
23.1
Birra Peja, Sh. a., Kosovo
209
13.1
Birra Peja, Sh. p. k., Albania
1
0.1
Jadranska pivovara - Split, d. d.
18
1.1
Vital Mestinje, d. o. o.
36
2.3
Delo, d. d., Ljubljana
398
25.0
Izberi, d. o. o., Ljubljana
14
0.9
Laško Grupa, d. o. o., Hrvaška
15
0.9
Total 1,592 100.0 The total number of employees in 2012 compared to 2011 reduced by 228, which is the consequence of the sale of Fructal. However, the Group annual report also covers the companies Birra Peja, Kosovo and Birra Peja, Albania. In real terms, the number of the employees in the Group reduced by 41. EMPLOYEES WITH FIXED-TERM EMPLOYMENT CONTRACTS AND THOSE ON CONTRACTS OF INDEFINITE DURATION
Difference (number of employees)
2010 2011 2012 2012-2011
Indefinite duration
1,707 1,683 1,279 -404
Definite duration
135 114 288 174
Part-time
21 21 24 3
Trainees
4 2 1 -1
Total
1,867 1,820 1,592 -228
As at 31 December 2012, the total number of employees was 1,592 of which 1,303 had employment contracts concluded for an indefinite period and 288 for a definite period. Also 1 trainee was employed. In the continuation, the educational and age structure of the employees in the Group are presented. The changes presented above, do not reflect realistic changes in the educational and age structure.
In real terms, the number of employees with secondary and higher education as well as with the doctor’s degree increased while the number of employees with vocational education reduced if compared with 2011. This is a clear indication of improved educational structure of the Group. Also the number of employees aged 40 to 50 and those over 60 years of age increased due to limit-
As at 31 December 2012, the educational structure of the employees was as follows: NUMBER OF EMPLOYEES BY LEVEL OF EDUCATION
Difference (education)
2010 2011 2012 2012-2011
Primary school
299 286 201 -85
Vocational education
439 428 355 -73
Secondary school
571 553 515 -38
College
176 174 130 -44
University
347 342 351
Doctor’s degree Total
9
32 34 34 3 3 6 3 1,867 1,820 1,592 -228
LAŠKO GROUP
Masters level
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EDUCATIONAL STRUCTURE OF THE EMPLOYEE
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ing new employment and due to new pension legislation.
AGE STRUCTURE OF THE EMPLOYEES
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As at 31 December 2012, the age structure of the employees was as follows: NUMBER OF EMPLOYEES BY AGE CATEGORY
Difference (age)
2010 2011 2012 2012-2011
Less than 30 years old
130
135
101
-34
from 30 to 40
506
517
422
-95
from 41 to 50
740
718
606
-112
from 51 to 60
474
438
433
-5
above 60 Total
17 12 30 18 1,867 1,820 1,592 -228
3.1.3 EMPLOYEE SATISFACTION In 2012, the employees of the Laško Group enjoyed further benefits such as: • payment of contributions to the additional voluntary pension scheme for all the employees with indefinite employment contracts, • holiday accommodation at a reasonable price in our facilities located at the seaside, in the mountains and thermal spas,
• awareness raising and health and safety at work training, nice working environment and regular medical checks. In addition, the employees were able to cooperate and provide useful proposals at the level of the
ANNUAL REPORT 2012
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organisational unit and at the level of the company as a whole.
3.1.4 EDUCATION AND TRAINING The education is aimed at acquiring specific competences of the staff that are relevant to successful operations of our companies. Therefore, the available funds have been spent on targeted seminars, courses and additional educational programmes. The courses of informatics, foreign languages, environmental protection, legislation and other specific knowledge have been provided to our employees. In view of the age structure of our employees, education and training were mainly focused on those aged over 50. As a socially responsible company and since we are aware of the importance of the development of young potentials we selected 10 best students to provide them with scholarships. However, also social scholarships are granted to 7 primary and secondary school pupils who we will help on the way to
LAĹ KO GROUP
necessary education.
3.1.5 SAFETY AND HEALTH AT WORK The attention of the employees is regularly drawn to the importance of safe and healthy working
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conditions that are provided to them. They are also regularly provided with the prescribed protective equipment and means of protection. Regular checks of posts, the control of using working and protective clothes and the emphasis placed on potential threats related to a post play an important role in the prevention of accidents at work. Regular training courses focusing on safety and health at work are often provided as well as regular medical checks.
PIVOVARNA LAŠKO CONTINUED THE COMMUNICATION STRATEGY OF SYSTEMATIC TWO-WAY COMMUNICATION BETWEEN THE COMPANY AND ITS INTERNAL AND EXTERNAL ENVIRONMENT. MORE
ANNUAL REPORT 2012
Communications
S u sta i n a b l e d e v e lo p m e n t
3.2
In 2012, Pivovarna Laško continued its communication strategy of systematic two-way communication between the company and its internal and external environment. The team of Pivovarna Laško
LAŠKO GROUP
EMPHASIS WAS PLACED ON THE COMMUNICATION THROUGH SOCIAL NETWORKS.
provides communications in accordance with the plan and adapts the tactics and tools to interests of various publics that impact the operations of the company. More emphasis has been placed on communications through social networks.
3.2.1 COMMUNICATIONS WITH INVESTORS 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 activities of communication with investors and potential investors include regular general meetings of shareholders, press conferences alongside reporting on interim and annual operating results, individual meetings of representatives of the Company with representatives of investment companies, and the announcement of interim and annual reports in printed media and on the Company’s web sites
3.2.2 COMMUNICATIONS WITH 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,
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two-way cooperation, timely and concurrent responses to the questions of journalists in accordance with applicable standards of the public relations profession. To further improve communications, social networks were placed additional attention in 2012.
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3.2.3 COMMUNICATIONS WITH BUYERS In 2012, for the fourth year in a row, operators are available at the 080 1825 toll-free telephone number that accepts customer orders for all the Laško Group products. The call centre located in the Distribution Centre of the Laško Group in Ljubljana takes orders for all distribution channels (trade, catering and institutions). In its four 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 THE EMPLOYEES Healthy mutual relationships are one of the essential elements for attaining good business results of the company. The proper implementation of internal communication plans provides for sufficient information, motivation and satisfaction of employees. Pivovarna Laško concurrently informs employees of relevant information and of notifications for the public. At the highest frequency points in the Com-
LAŠKO GROUP
pany, bulletin boards are available and in recent years the information provision via the Internet has been gaining importance. The intranets of Pivovarna Laško and of the Laško Group are also important internal communication tools. The use of this 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. As a communication tool it has significantly contributed to the increased effectiveness of business processes.
122 In four years after resuming the publication of the Pivovarna Laško newsletter “Laško brewer” 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 the internal and other interested publics. Employees receive the newsletter in electronic form while the newsletter is also available in printed form at five locations in the Company and at two points in subsidiaries. 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 Pivovarna Laško website.
DESPITE THE CHALLENGING ECONOMIC ENVIRONMENT IN WHICH THE COMPANIES OPERATED IN 2012, WE CONTINUED WITH THE PROJECTS THAT REDUCE ENVIRONMENTAL FOOTPRINT OF THE COMPANIES,
ANNUAL REPORT 2012
Responsible attitude to the social environment
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3.3
The promotion of social responsibility is one of the most important traditional values adopted in the companies of the Laško Group. Despite extremely challenging economic environment where the com-
LAŠKO GROUP
NAMELY BY REDUCING AND STREAMLINING THE USE OF NATURAL RESOURCES AND ENERGY.
panies operated in 2012, we continued the projects that integrate the companies of the Laško Group in the environments of their operations. We continued the projects aiming at the reduction of environmental footprint of the companies by reducing and rationalising the use of natural resources and energy. In the companies where drinks are produced, gramature of plastic bottles has been reduced and thus the environmental burden has also been eased. Pivovarna Laško was one of the most important Slovenian sponsors of top sports in 2012 and thus contributed its piece in the puzzle of the achievements of Slovene Olympians, sports teams and individual athletes at various competitions. Last year Pivovarna Laško actively supported the Football Club Maribor, the organisation of the Hockey World Championship in Ljubljana, the Handball club Celje Pivovarna Laško and many other projects. In 2012, Pivovarna Laško also formally assumed responsibility for the organisation of one of the most visited tourist events in Slovenia – Pivo in cvetje (Beer and Blossoms) Festival that we have managed to give new impetus and added value in terms of the content for the numerous guests who have been coming to this event for decades. The Gold horn long-distance trail of pride has been well accepted by hikers and for the first time Pivovarna Laško was the patron of Slovenian contemporary music that received overwhelming response among the musicians since more than 180 responded to the call for application. The companies of the Laško Group continue to actively support civil society organisations at the local or national level.
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3.4 Environmental protection
THE PURPOSE OF ENVIRONMENTAL PROTECTION IS THE PROMOTION AND ORIENTATION OF SUCH SOCIAL DEVELOPMENT THAT ENABLES LONG-TERM CONDITIONS FOR HUMAN HEALTH, WELFARE AND QUALITY OF
LAŠKO GROUP
LIFE AS WELL AS THE PRESERVATION OF BIODIVERSITY
The state of the environment is a consequence of many environmental pressures being mainly the result of human activity. Most often there are emissions of substances and energy into the environment (water, air, soil) and waste. The purpose of the environmental protection is to encourage and
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shape social development that enables long-term conditions for human health, welfare and quality of life as well as the preservation ob biodiversity. Environmentally responsible companies reduce their environmental impact that is the result of their operations. The sustainable development strategy in the field of eco-efficiency needs to be one of the strategic orientations of the company strived for by all the employees. The Laško Group constantly increases the yield of raw materials, reduces the wastage and scrap in the production and improve our environmental impacts, which has been proven to generate better business results in a long run and especially in strengthening the recognition of brands. When investing into technology, the criteria based on which a supplier is selected are important and should include energy and ecological characteristics. A certain share of revenue is used to cover direct environmental costs of operations. Increasing environmental awareness, the education of professional personnel and practical implementation of processes by all the employees form a path to establish en efficient system of environmental management. The application of ECO-technological solutions is important for the entire business process in the Company.
3.4.1 ECOLOGICAL REPORT OF PIVOVARNA LAŠKO, D. D. The project of adding waste brewer’s yeast to waste technological water was successfully continued. This year the added quantities of yeast were increased, some was even transported from Pivovarna Union and thus maximum quantities of yeast were processed in the anaerobic reactor. As a source of
heat energy for the production of steam in the boiler room, the biogas generated in the waste water treatment plant amounted to 423,000 m3 or 16 % of the natural gas consumption. The anaerobic waste water treatment plant of Pivovarna Laško continues its regular operation and ensures adequate treatment of the entire quantities of waste technological water. The Institute of Pubestablishes a high level of purification. The Slovenian Environment Agency (SEA) issued a decision to amend the environmental permit with which the technological procedure of yeast drying is stopped and the increased discharge of cooling waste water is allowed. All the required reports were submitted to the SEA within the set time limits. In 2012, emissions into air were monitored and noise pollution was measured and it was established that the emission values and environmental burden were in accordance with the prescribed
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lic Health Maribor regularly performs monitoring of influx and outflux of the treatment plant and
labelling of containers for separate waste collection. The needs of the technological processes were completely met with the energy installations. We have also been striving to reduce emissions generated as a result of energy transformation and have managed to be within the framework stipulated by the law. Specific electricity consumption was measured for the entire production and other functions equalling 13.2 kWh/hl of beer. Specific consumption of natural totalled 2.9 Sm3/hl of sold beer and is thus 10% lower than in the previous year.
LAŠKO GROUP
out that confirmed very good environmental status and only one comment was made related to the
ANNUAL REPORT 2012
values and the environmental permit. In May, a regular annual environmental inspection was carried
USE OF NATURAL RESOURCES IN PIVOVARNA LAŠKO, D. D (PUMPED AND CHANNELLED WATER)
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Unit of measurement Cummulative 2012 Cummulative 2011
Index 12/11
Water - used
m3
628,406
562,365
111.7
Water - channeled to WWTP
m3
387,483
392,502
98.7
Electricity Gas CO2 emissions
MWh 12,912 13,214 Sm3 2,810,384 3,085,886
97.7 91.1
t 5,296 5,807 91.2
Within the CIP-optimisation project in the bottling plant changes to the cleaning of the production equipment were introduced emphasizing the improved efficiency of equipment cleaning and reduced water consumption. In the beer production and filling the use of fresh water is constantly reduced in accordance with good practice, which is supported by adequate measurements. In the past year, specific fresh water consumption equalled 6-68 hl/hl of sold beer and water. A slightly higher level of water consumption is the result of the introduction of new, technologically advanced products on the market the consequence of which is high water consumption in cleaning and production. The system of separate waste collection in the area of the entire company works well in practice, which can be proven by reduced quantity of directly disposed municipal waste. This was mainly achieved with stricter separation of certain biodegradable waste, waste that can be incinerated and mixed waste from the administrative building. In August, a contract was concluded with the Dinos Company on the acceptance and processing of separately collected fractions of waste packaging and other secondary raw materials collected in the Company.
At the beginning of the year, the assessment of waste Kieselguhr was obtained that envisages a possibility of composting this waste and this had already been done prior to the closure of the Strensko landfill. Now, this waste is temporarily stored until the environmental permit is acquired for the composting facility owned by the Laško Municipal Utility Company. Then this waste will continue to be
ANNUAL REPORT 2012
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composted together with biodegradable waste generated in the municipality. In this period, most attention was placed on the maintenance works and the construction of a water distribution system Vrh–Radoblje–Strensko. This is a water distribution system that is partly financed from the European funds. The system includes the construction of 10 water reservoirs, the reconstruction of 2 water reservoirs, the construction of 3 pumping stations and 40 km of pipelines with other necessary elements to enable smooth functioning of the system. The water distribution system is connected to water systems of Trije studenci, Rimske Toplice and Laško and it would supply approximately 240 households. Despite not very favourable hydro-meteorological conditions, we were able to ensure sufficient quantities of water in the water supply systems during the summer months although there were some problems with the Trije studenci system. This is where a new borehole is planned that is to be prepared at the beginning of 2013, which will add to the reliability of the water supply in dry periods. Regular inspections of plumbing facilities were conducted within the scope of preventive measures
LAŠKO GROUP
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 maintenance works:
126 • draft design was prepared for the water distribution system Jepihovec–Rimske Toplice–Laško, • further setting of the cadastre of the water distribution system with the Kaliopa Company, • renovation of the water distribution system and the sewerage system in Podšmihel, • presence during the construction of the water distribution system Trobni dol, • preparations for the construction of a borehole Trije studenci TS2, • works related to the construction of the water distribution system in the area of Majlande and the freight terminal in Zidani Most, • start of telemetry Pristava–Rudnik– Laško system, • arrangement of harrows of the reservoir Trije studenci, • renewal of water reservoirs Tovsto, Gozdec I. and Gozdec II., • setting sinks at the reservoirs Jožefa and Govce in Rudnik and • the implementation of the section of the water distribution system in Šentrupert.
3.4.2 ECOLOGICAL REPORT OF PIVOVARNA UNION, D. D., LJUBLJANA In the course of its ordinary activities, Pivovarna Union places great attention to environmental concerns. Its environmental policy is committed to constant improvement of environmental management and prevention of pollution as well as compliance with statutory requirements related to environmen-
The results of the regular annual environmental inspection were successful in 2012. It was established that the plant that the plant operates in line with the environmental legislation. Only a request was made with regard to the calculation of the environmental tax for packaging in 2013 and to the calculation of the packaging fee to also take into consideration a secondary type of packaging material of the export (over-pack and the cardboard in which cans and bottles are supplied) and the stoppers for reusable containers. We also need to report returnable or refillable bottles and pallets placed on Slo-
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tal management.
Also in 2012, we systematically dealt with the reduction of emissions into the environment. The projects implemented in 2012 were: the continuation of waste water energy recovery, optimisation of the number of cleaning cycles in beer production and new technology in automated cleaning cycles and regular monitoring of the concentrations of chemicals in automated cleaning cycles. The project of Monitoring and Targeting Energy Consumption that will enable efficient monitoring and optimisation of energy processes; technological changes in the beer production and the improvements of the distribution of energy to the users resulted in reduced consumption of electricity and natural gas. Compared to 2011, the consumption of natural gas decreased by 15% and of electricity by 6 %.
LAĹ KO GROUP
water from the brewery meets the conditions in the environmental permit.
ANNUAL REPORT 2012
vene market for the first time. The neutralising device functions adequately, the parameters of waste
Due to decreased consumption of natural gas also the carbon dioxide emissions dropped, which means lower environmental tax. The system will support more quality monitoring of consumption since all the data will be recorded in a single database. Monitoring of gas emissions generated during the use of boilers showed that the parameters of nitrogen oxides (NOx) and carbon oxides (COx) exceeded the upper limit still allowed in the environmental permit (the prescribed values in the permit changed in 2012). In 2012, the activities for the preparation of the schedule for a new boiler room continued. The new technology of the operation of boilers will enable lower concentrations of gases emitted into the air; however, the boilers will also be more energy efficient and the energy consumption will also decrease. All these arguments were submitted to the Environmental Agency of the Republic of Slovenia and the Environmental Inspectorate. Their answer is expected in the first half of 2013. The Environmental Agency of the Republic of Slovenia was also provided with the proposals for the change of the valid environmental permit. Monitoring of the emissions of total organic carbon (TOC) indicated that the emissions listed in the environmental permit have been exceeded. Our proposal was to also include a parameter of mass flow (expressed quantity of emissions) and not the concentration. In 2012, the administrative procedure was not completed; the response and the change of the environmental permit are expected in the first half of 2013. Regular noise monitoring was performed within which our authorised provider elaborated the so called strategic maps of noise that served as the basis for determining the impacts of Pivovarna Union on the environment. The noise emissions were not exceeded at any measuring location and thus no remediation was required.
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In 2012, we notified the Slovenian Nuclear Safety Administration of a new radiation device on the filling line for D2 cans and were issued the operating licence. The licences for other devices with radiation sources were also renewed. 2012 was the year we started the preparatory work and data collection for the elaboration of a new S u sta i n a b l e d e v e lo p m e n t
internal plan (period from 2013 to 2017) on waste management at the entire location of Pivovarna Union. The main objective is to set up a more efficient system that will reduce the volume of generated mixed waste. This is why a system of separate collection of mixed waste packaging generated at various locations of the administrative building will be introduced. In the same year we also purchased a new press for waste fractions. We strictly observed the requirements defined in the Rules on management of packaging and packaging waste. All waste packaging supplied by domestic suppliers was submitted to them. This measure resulted in reduced quantity of waste fractions (mixed plastic) and lower costs.
LAŠKO GROUP
ANNUAL REPORT 2012
USE OF NATURAL RESOURCES IN PIVOVARNA UNION, D. D. (PUMPED AND CHANNELLED WATER)
128
Unit of Cummulative Cummulative measurement 2012 2011 Indeks 12/11
Pumped water m3 598,902 668,108 Use of water from the energy recovery m3 28,127 29,064 Channeled water - Merski Dam m3 498,057 552,203 Quantity of precipitation per surface pf PU m3 49,525 36,922 Electricity consumption MWh 18,092 19,186 Natural gas consumption Sm3 3,561,431 4,202,312 Generated quantity of CO2 from the operations of combustion plants t 6,767 7,984
89.6 96.8 90.2 134.1 94.3 84.7 84.8
The trend of decreasing consumption of energy and water resources can also be observed in 2012. This is largely dependent on the optimisation of processes and the introduction of the so called “green light” technology (energy-saving light bulbs, sensors) in the supply of electricity. In recent years, the trend of reducing specific water consumption in beer production has continued. In 2012 it remained at the level of 2011. Because of higher quantities of precipitation especially the above the average quantities in September, October and November, the specific consumption was higher than expected. The consumption of water from the energy recovery process is slightly lower than in 2011. Despite new users of this water in energy field the quantities will not increase especially due to reduced removal of excess heat. In 2013, changes in the automated cleaning of the facilities in the welding plant and less hot water will be needed as well as lower consumption of liquors and energy. In 2012, we succeeded in decreasing the use of chemicals by 3 to 20%
3.4.3 ENVIRONMENTAL REPORT OF RADENSKA, D. D., RADENCI Environmental issues have been in the focus of Radenska for a number of years; even before the introduction of the ISO 14001 standard since we depend on the natural resources – natural mineral waters. Our mission reflects our interaction with the environment and nature. With the Radenska brand we transform the natural wealth of this environment, natural mineral waters to marketable, attractive, quality and successful products.
The projects, covering environmental protection activities in 2012 were: • activities in wells (revised ordinance on the protection of water protection zones, determination of the circle of potential contaminants, measures against polluters);
• regulation of labelling water protection zones in accordance with the law and the proposed arrangement; • rehabilitation of the borehole V-D – Zemljič borehole; • rehabilitation and the abandonment of the borehole V-28 due to wear and tear; • activities to obtain concessions for the extraction of natural mineral, spring and tap water; • optimisation of the weight of plastic bottles and pre-forms,
ANNUAL REPORT 2012
• protection of water resources - in accordance with the law;
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• cooperation with local and state authorities in the field of legislative matters;
• reduction and optimisation of packaging materials, • monitoring and optimisation of energy and energy audit; • monitoring of natural mineral water, drinking and technological waters and wastewater; • renovation/replacement of the worn out doors at the filling facilities; • inspection and replacement of worn out parts of the compressed air and CO2 networks; • records of the quantities of pumped water and the use of CO2; • new technological solutions to reduce waste quantities; • measurements and, if necessary, remediation of noise in the production area. Also in 2012, the regular annual environmental inspection was successfully conducted. It was established that the plant operates in line with the prescribed environmental legislation and the issued environmental permit. Only two comments were made. Due to the comment of the environmental inspector that the measuring points on two gas boilers were not in accordance with the SIST EN 15259 standard (due to the size of the chimney) an application to change the environmental permit will be sent to the Environmental Agency of the Republic of Slovenia. This error is not relevant since the monitoring of gas emissions generated during the operation of boilers indicated that all the parameters are considerably below limit values. When examining the data on the packaging placed on the market, some minor deviations were identified concerning the quantities submitted to the Packaging Waste Management Company and CURS. The difference is minimal and due to the effects of rounding and providing data in kilos or tonnes. The data was coordinated and the inspectorate was notified.
LAŠKO GROUP
• use of recycled PET materials;
129
The measurements of noise in the environment were conducted in November 2012. Thus we verified the impact of Radenska on noise pollution. The measurements showed that Radenska does not pollute the environment with noise or the parameters are within the limits. The Licence to perform radiation activities was renewed in 2012 and now its validity expires on 15 S u sta i n a b l e d e v e lo p m e n t
October 2017. The Licence to use radiation sources is valid until 14 September 2014. The licence was issued by the Slovenian Nuclear Safety Administration. In 2012, ownership of two devices was transferred to ARAO - Slovenian Agency for Radioactive Waste (No. 04-04-026-000/00235) in accordance with Article 14 of the Rules on radioactive waste and spent fuel (Official Journal of the RS No 49/2006). The Institute of Occupational Safety verified the sources of radiation and issued a report on the in-
ANNUAL REPORT 2012
spection of two closed radiation sources, a report on the inspection of an x-ray device and a report on a written-off radiation source. The environmental protection activities are associated with the implementation of environmental objectives from previous years and current objectives for 2012. The objectives were geared towards reducing the environmental burden of waste water and waste and streamlining energy consumption. Some programmes to achieve the objectives (especially those related to investments) will be slightly
LAĹ KO GROUP
reduced or transferred to next business or investment periods.
130
Traditionally, the environmental objectives are geared towards the protection of water resources, reduction of environmental burden related to wastewater, good waste management and reduction of emissions to the air and streamlining of energy consumption. We also started the energy audit of the processes in the Company. The energy audit is expected to be completed in the middle of March 2013. Also the final report will be elaborated with the proposals for improvements in the field of energy efficiency and the optimisation of energy processes. The energy consumption decreased by 3% compared to 2011 and the specific use per unit decreased by 4%. Natural gas consumption decreased by 7% and specific use per unit by 6%. This trend of decreasing energy consumption can be observed also in 2012. To a great extent, this is the consequence of process optimisation and a smaller share can be attributed to reduced scope of production. The specific use of water also lowered and consequently also the sewerage collection fee. WASTE
In Radenska waste is managed in accordance with the legislation and the recommended sequence is observed: separate waste collection, quantity reduction, reuse, processing and disposal. A special press and a device for grinding plastic waste are used to reduce the volume of waste foil and paper. Waste PET-material generated during the production is recycled by us. All waste plastic is sold to companies that deal with the recycling of such materials. The system of separate waste collection has been introduced in all production plants, technological facilities as well as in the warehouses and in business buildings. This way the volume of municipal waste has reduced. In 2012, the municipal waste volume decreased by 16%. The majority of waste packaging supplied by Slovene producers is returned to them. In our cooperation with foreign suppliers we shifted from non-returnable to returnable packaging in 2012.
3.4.4 ENVIRONMENTAL PROTECTION IN VITAL MESTINJE In the area of environmental protection, the company ensures the enforcement of the requirements defined in the environmental permit at all times. This essentially means the implementation of the prescribed number of monitorings of waste and cooling water, careful management of other types of
3.4.5 ECOLOGY IN DELO, d. d., LJUBLJANA The Delo Company has elaborated a waste management plan that is constantly supplemented and upgrades in compliance with the permanent policy of providing conditions to meet the requirements of the environmental legislation and to satisfy the regulations governing waste water, waste and clean
S u sta i n a b l e d e v e lo p m e n t
waste and appropriate record keeping.
people are used in the production. In 2012, a noise protection wall was set up in the eastern part of the Printing Centre that borders the residential area. Thus the noise effect on the environment has decreased by 10dB. The Printing Centre also shifted to the system of renting cleaning clothes that are washed and reused. As a result, the quantity of waste cloths decreased by more than a half. In the middle of the year,
ANNUAL REPORT 2012
air. Waste materials are subject to recycling. Only materials that are harmless to the environment and
paper used in our products. In the field of technology, the Printing Centre has still been searching for solutions that are more energy efficient. Due to a change introduced in the technological process of magazine production one
LAĹ KO GROUP
most printed matter shifted to improved newsprint. This results in an increased share of recycled
phase was abandoned - sewing. This is reflected in reduced electricity consumption and decreased quantity of waste. In the process of making printing forms, chemicals are currently used to develop them. In autumn tests started in the printing work to enable this phase without the application of these chemicals. Plates without chemicals are to replace the old ones in one or two years.
131
132 LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
12345
Financial report of the Laško Group
4.1
Statement of the Management
134
4.2
Auditor’s report
136
4.3
Audited consolidated Financial Statements of the Laško Group
139
4.3.1
Consolidated statement of financial position
139
4.3.2 Consolidated profit or loss account
141
4.3.3 Consolidated statement of other comprehensive income
142
4.3.4 Consolidated statement of changes in equity in 2012
143
4.3.5 Consolidated statement of changes in equity in 2011
145
4.3.6 Consolidated statement of cash flows
147
4.4
Notes to consolidated Financial Statements
149
4.4.1
General data
4.4.2 Disclosure of compliance with IFRS
149
4.4.3 Use of new and renewed IFRS and explanatory notes of OPIFRS
149
4.4.4 Significant accounting policies
4.4.5 Notes to individual items of the financial statements
162
4.4.6 Financial instruments and risks
204
4.4.7 Reporting by segments
209
4.4.8 Relations with the related parties
4.4.9 Remuneration of the members of the Management Board and Supervisory
Board and those with individual employment contracts
149
151
211 213
4.4.10 Potential liabilities and potential assets
215
4.4.11 Costs of the auditor
217
4.4.12 Underlying transactions after the reporting date
217
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
Contents
133
Financial report of the Laško group ANNUAL REPORT 2012 LAŠKO GROUP
4.1 Statement of the Management The Management Board of the Pivovarna Laško Company is responsible for the preparation of the annual report of the Laško Group as well as the consolidated financial statements for 2012, in a manner providing the public with a fair presentation of the financial position and the results of operations of the Group and the Company in accordance with the International Financial Reporting Standards adopted by the European Union and the Companies Act. The Management Board of Pivovarna Laško confirms the Business Report and Financial Statements with explanatory notes for the year ended 31 December 2012 and declares: • that the financial statements have been prepared under the assumption that Pivovarna Laško is a going concern; • that appropriate accounting policies were consistently applied and that any changes thereof have been disclosed;
134 • that 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 the maintenance of the value of the assets of the Laško Group and for the prevention and detection of fraud and other irregularities.
Laško, 4 March 2013
mag. Dušan Zorko Chairman of the Manag. Board
Marjeta Zevnik Management Board member
Mirjam Hočevar Management Board member
Gorazd Lukman Management Board member
Matej Oset Management Board member
136 LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
4.2
Auditor’s report
137
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
138 LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
4.3.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE LAŠKO GROUP AS OF 31 DECEMBER 2012 (in EUR) Note 2012 2011
ASSETS
Financial report of the Laško group ANNUAL REPORT 2012
Audited consolidated financial statements of the Laško Group for the 2012 financial year in compliance with IFRS
LAŠKO GROUP
4.3
Non-current assets 306,665,682 321,093,374 Intangible fixed assets
1
78,549,980
87,017,785
Tangible fixed assets
2
194,465,281
180,695,007
Investment property
3 7,199,033 9,117,703
Long-term financial investments in the subsidiaries
4.A
427,413
364,803
Available-for-sale financial assets
4.C
1,249,643
1,239,563
Long-term loans
5
436,335
11,079,110
Long-term finance lease receivable
6
421,340
751,266
Long-term operating receivables
13,198
125,880
7
23,903,459
30,702,257
accruals and prepaid expenditure
203,370,586
248,064,577
6,570,939
8,960,939
Long-term deferred tax receivables Short-term assets excluding short-term Non-current assets held for sale Inventories Short-term operating receivables
8
9 24,287,198 22,079,914 10.A
Short-term receivables for excessive paid corporate tax 10.B
46,897,886
46,730,029
1,329,252
407,636
112,630,152
143,271,798
Financial assets available for sale
11
Short-term loans
12 9,466,544 5,110,497
Cash and cash equivalents
13
2,188,615
21,503,764
Short-term accruals and prepaid expenditure
14
378,648
525,338
Total short-term assets
203,749,234
248,589,915
TOTAL ASSETS 510,414,916 569,683,289
139
4.3.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE LAŠKO GROUP AS OF 31 DECEMBER 2012 Financial report of the Laško group
(continuation) (in EUR) Note 2012 2011
CAPITAL 92,665,202 125,473,457 Equity of the owners of non-controliling stake
16
7,571,555
7,647,527
Equity of the owners of controliling stake
15
85,093,647
117,825,930
Share capital 36,503,305 36,503,305 Capital reserves 66,744,172 78,908,924
LAŠKO GROUP
ANNUAL REPORT 2012
Profit reserves 3,650,331 3,650,331
140
Revaluation surplus
9,655,319
10,907,339
Net profit or loss from previous years
875,016
15,504,846
Net profit or loss
(32,346,133)
(27,669,598)
Translation reserves 11,637 20,783 LIABILITIES 417,749,714 444,209,832 Provisions and long-term accruals and deferred income
17
6,904,389
7,068,763
Provisions for severance payments and jubilee awards 17.A
4,904,442
5,083,064
Other provisions
17.B
1,898,251
-
Long-term accruals and deferred income 1
7.B
101,696
1,985,699
Long-term liabilities 26,094,176 40,536,520 Long-term financial liabilities
18
26,093,882
40,532,009
Long-term operating liabilities
294
4,511
Short-term liabilities 377,287,617 388,171,257 Short-term operating liabilities
19
37,943,110
36,777,184
Short-term tax liabilities
20
353,494
2,963,742
Short-term financial liabilities
21
338,991,013
348,430,331
Short-term accruals and deferred income
22
7,463,532
8,433,292
Total short-term liabilities
384,751,149
396,604,549
TOTAL LIABILITIES 510,414,916 569,683,289
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
4.3.2 CONSOLIDATED PROFIT OR LOSS ACCOUNT OF THE LAŠKO GROUP FOR THE
(in EUR) Note 2012 2011
Continuing operations Net sales revenue
23.A
271,386,948
264,737,273
and work in progresse
(152,370)
467,270
Changes in inventories of products Capitalised own products and services
211,714
197,804
Other operating revenue
23.B,C
5,644,089
5,498,458
Costs of goods, materials and services
23.D
(166,811,670)
(168,051,199)
Labour costs
23.D (50,887,703) (49,303,255)
Financial report of the Laško group
PERIOD 1. JANUARY – 31. DECEMBER 2012
23.D
(20,064,199)
(19,585,979)
Operating expenses from revaluation
23.D
(9,718,509)
(11,820,395)
Long-term provisions
23.D (801,307) (298,655)
Other operating expense
23.D
(6,590,812)
(5,918,214)
OPERATING PROFIT 22,216,181 15,923,108 Financial revenues
23.F 7,473,277 9,548,495
Financial expenses
23.F (53,929,485) (49,705,487)
OPERATING PROFIT BEFORE TAXES Taxes
(24,240,027)
(24,233,884)
24 (6,156,336) 3,432,744
LAŠKO GROUP
assets and property, plant and equipment
ANNUAL REPORT 2012
Depreciation of intangible fixed
NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT
(30,396,363)
(20,801,140)
Discontinued operations - Jadranska pivovarna Split
(2,541,655)
(3,610,790)
Discontinued operations - Fructal
-
(3,094,368)
25
(2,541,655)
(6,705,158)
THE ACCOUNTING PERIOD
(32,938,018)
(27,506,298)
Minority owners’ share of net profit/loss
(591,885)
163,300
Majority owners’ share of net profit/loss
(32,346,133)
(27,669,598)
NET PROFIT OR LOSS OF THE ACCOUNTING PERIOD FROM DISCONTINUED OPERATIONS TOTAL NET PROFIT/LOSS FOR
Total net profit/loss per share of the majority owners’ share Net profit / loss per share
26
(3.71)
(3.18)
Adjusted net profit/loss per share
(3.71)
(3.18)
Net profit / loss per share
(0.07)
0.02
Adjusted net profit/loss per share
(0.07)
0.02
Total net profit/loss per share of the minority owners’ share
141
4.3.2 CONSOLIDATED PROFIT OR LOSS ACCOUNT OF THE LAŠKO GROUP FOR THE PERIOD 1. JANUARY – 31. DECEMBER 2012
ANNUAL REPORT 2012
Financial report of the Laško group
(continuation) (in EUR)
Note 2012
2011
Net profit/loss per share from discontinued operations Net profit / loss per share
(0.29)
(0.77)
Adjusted net profit/loss per share
(0.29)
(0.77)
Net profit / loss per share from continuing operations Net profit / loss per share
(3.48)
(2.39)
Adjusted net profit/loss per share
(3.48)
(2.39)
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
4.3.3 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE
LAŠKO GROUP
LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012
142
(in EUR) 2012 2011
Net profit/loss for the accounting period
(32,938,018)
(27,506,298)
Financial assets available-for-sale
10,431
(1,521,580)
Profit/loss from property revaluation
305,678
6,226,259
Deferred taxes from revaluatioN
(1,292,900)
(461,873)
-
15,882,356
OTHER COMPREHENSIVE INCOME
Other comprehensive income- cap. Metoda Mercator (transfer to IPI) Final consolidation FRAG
474,983
1,335,234
OTHER COMPREHENSIVE INCOME
(501,808)
21,460,396
TOTAL COMPREHENSIVE INCOME
(33,439,826)
(6,045,902)
Other comprehensive income
(501,808)
21,460,396
Minority owners’ share of net profit/loss
(115,670)
(1,812,706)
Majority owners’ share of net profit/loss
(386,138)
23,273,102
Total comprehensive income
(33,439,826)
(6,045,902)
Minority owners’ share of net profit/loss
(707,555)
(1,649,406)
Majority owners’ share of net profit/loss
(32,732,271)
(4,396,496)
(3.75)
(0.50)
(3.75)
(0.50)
»Total comprehensive income of majority owners’ share per share« »Adjusted total comprehensive income of majority owners’ share per share«
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
-
35,766
-
35,766
Loss relief
Changes in capital
comprehensive income in 2012
-
-
-
-
-
-
- (12,164,752)
-
-
Other
Total changes in
-
-
-
-
of comprehensive income
Taxes related to ind. items
financial investments
Revaluation surplus from
plant and equipment
Revaluation surplus from property,
Net profit or loss of the finnacial year
Changes in compreh. income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- - - - -
- (15,504,846)
- - - - - -
LAŠKO GROUP
-
-
-
-
-
27,669,598
ANNUAL REPORT 2012
9,592
293,884
-
-
-
9,592
305,678
556,992
Financial report of the Laško group
-
(9,146) (32,732,283)
(9,146)
- (1,258,412)
-
-
757,905
1,090,568
10,431
305,678
474,982
-
-
(707,543) (33,439,826)
(82,010)
(34,488) (1,292,900)
839
-
(591,884) (32,938,017)
631,571
90,568 1,000,000 126,334 - (32,346,133)
-
-
-
(388,798)
566,138
- (1,258,412)
-
-
11,794 (32,346,133)
-
-
-
11,794
- (32,346,133)
-
-
90,568 126,334
90,568 126,334
-
-
-
-
Total transactions with owners
35,766
Other changes
35,766
- - - - - - - - - - (368,429) (368,429)
-
20,783 117,825,930 7,647,527 125,473,457
-
-
467,504 (467,504) 3,650,331 15,504,846 (27,669,598) 10,907,339
Dividend payment
-
36,503,305 78,908,924 3,650,331
TOTAL CAPITAL
Disposal of own shares (stakes)
Transactions with owners
as of 1 January 2012
OPENING BALANCE
Total Net profit or Total capital Capital of the Share Capital Legal Reserves for Own reserves loss from Net Revaluation Translation of majority minority stake (in EUR) capital reserves reserves treasury stock shares from profit previous years profit or loss surplus reserve stake owners owners
4.3.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012
143
LAŠKO GROUP
ANNUAL REPORT 2012
-
-
(126,334)
-
(126,334)
36,503,305 66,744,172 3,650,331
27,669,598
875,016 (32,346,133)
- (126,334) (14,641,624)
341,170 (341,170) 3,650,331
(126,334)
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
as of 31 December 2012
CLOSING BALANCE
- 9,655,319
(863,222)
(126,334) 11,637 85,093,647
-
(126,334) 7,571,555 92,665,202
-
- (12,164,752)
-
- - - - - - 863,222 - (863,222) - - - -
- (126,334)
Total changes in capital
(126,334)
Other
-
-
-
TOTAL CAPITAL
for own shares (stakes)
Absorption of reserves
Total Net profit or Share Capital Legal Reserves for Own reserves loss from Net Revaluation Translation (in EUR) capital reserves reserves treasury stock shares from profit previous years profit or loss surplus reserve
(continuation) Total capital Capital of the of majority minority stake stake owners owners
Financial report of the Laško group
4.3.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012
144
-
-
-
Dividend payment
Other changes
Total transactions with owners
method Mercator (transfer to IPI)
Other comprehensive income - capital
method Mercator (reval. of TFA)
Other comprehensive income - capital
of comprehensive income
Taxes related to ind. items
financial investments
Revaluation surplus from
property, plant and equipment
Revaluation surplus from
Net profit or loss of the finnacial year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
251,179 344,800 - -
251,179 344,800 - -
-
154,041
154,041 -
(60,420)
(60,420)
-
-
-
812,304 (812,304) 3,650,331
-
-
-
-
-
-
-
-
-
-
-
- - -
- -
LAŠKO GROUP
-
-
-
-
-
-
-
ANNUAL REPORT 2012
-
37,976,794
-
-
-
-
-
-
-
154,041
(60,420)
344,800
6,108,231
131,881
103,095
118,028
6,226,259
163,300 (27,506,298)
(212,919)
(148,084)
(395,105)
-
-
-
(395,105)
Financial report of the Laško group
- 4,185,142 13,554,472 17,739,614
- (37,976,794)
-
-
(461,873)
- 17,739,614
-
(66,768)
- (1,514,872) - (1,514,872) (6,708) (1,521,580)
-
-
-
9,557,633 131,889,003
TOTAL CAPITAL
- (64,835) (64,835) 251,179
- (27,669,598)
-
-
154,041
(60,420)
-
-
-
- 6,108,231
- (27,669,598)
-
-
-
-
-
110,742 (25,574,602) 42,217,835 (13,485,165) 122,331,370
- - - - - -
-
-
-
Changes in compreh. income
-
Financial assets available-for-sale
36,503,305 78,908,924 3,650,331
Increase in own shares (stakes)
Transactions with owners
as of 1 january 2011
OPENING BALANCE
Total Net profit or Total capital Capital of the Share Capital Legal Reserves for Own reserves loss from Net Revaluation Translation of majority minority stake (in EUR) capital reserves reserves treasury stock shares from profit previous years profit or loss surplus reserve stake owners owners
4.3.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
145
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
-
Total changes in capital
-
-
-
-
-
- (344,800) (25,771,848)
(1,853,924)
-
1,335,234 (1,857,258)
(522,024)
- -
-
-
(154,041)
(251,179)
-
-
-
-
(154,041)
(251,179)
-
25,574,602
10,907,339
136,826
(453,744) 20,783 117,825,930
(48,524)
(501,525) 7,647,527 125,473,457
(47,781)
- 136,826 (48,524) (48,524) (47,781) (96,305)
-
-
25,574,602
- (136,826)
-
(60,420)
- (25,574,602)
- (154,041) -
3,189,158
TOTAL CAPITAL
- 41,165,952 (27,669,598) (31,447,322) 13,554,472 (4,396,496) (1,649,406) (6,045,902)
-
- (190,759)
-
-
-
467,504 (467,504) 3,650,331 15,504,846 (27,669,598)
(344,800)
-
(154,041)
(190,759)
-
-
-
-
-
-
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
as of 31 December 2011
-
-
-
-
-
-
-
36,503,305 78,908,924 3,650,331
-
Other
CLOSING BALANCE
-
-
-
-
-
for own shares (stakes)
Absorption of reserves
own shares (stakes)
Forming reserves for
of net profit acc. to the GM decision
Allocation of remaining part
Changes in capital
income in 2011
Total changes in comprehensive
Final consolidation FRAG
Total Net profit or Total capital Capital of the Share Capital Legal Reserves for Own reserves loss from Net Revaluation Translation of majority minority stake (in EUR) capital reserves reserves treasury stock shares from profit previous years profit or loss surplus reserve stake owners owners
(continuation)
4.3.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
146
4.3.6 CONSOLIDATED STATEMENT OF CASH FLOWS OF THE LAŠKO GROUP FOR THE
OPERATING PROFIT IN THE PERIOD
23
22,216,180
9,887,269
23.B,C
(2,515,861)
-
assets and investment property
23.D
19,118,592
18,802,472
Depreciation of intangible assets
23.D
778,868
783,506
Write off of long-term assets
23.D
10,045,492
19,435,782
Write off of short-term assets
23.D
448,009
680,023
Net movement of provisions
17
(77,244)
153,486
Translation reserves
15
(15,871)
153,486
Exchange differences from operations
26
37
354,734
Adjustments for: Exclusion of other operating revenues Depreciation of tangible fixed
Total adjustments 27,782,022 40,363,489 CHANGES IN OPERATING CAPITAL Inventories and non-current assets held for sale Operating and other receivables
9
970,877
(6,158,966)
10
(688,278)
(16,536,979)
19,20,22
(2,010,048)
5,396,313
Total changes in operating capital
(1,727,449)
(17,299,632)
NET CASH FLOW FROM OPERATING ACTIVITIES
48,270,753
32,951,126
Cash from operating activities
48,270,753
32,797,639
Tax expenditure
10.B,20
(6,135,833)
699,747
Paid interest
-
709,316
OFFSET CASH FROM OPERATING ACTIVITIES
42,134,920
34,206,702
Operating and other liabilities
Cash flow from operating activities
Investment cash flows Takeover of subsidiaries, netexpenditure for the takeover Purchase of tangible fixed assets
-
(286,000)
2
(9,601,663)
(10,255,894)
2
4,211
119,014
Profit / loss from the disposal of tangible fixed assets Purchase of intangible long-term assets
1
(689,469)
(816,716)
4.C,5,11,12
(5,114,019)
6,154,364
and liabilities available for sale
-
35,300,000
Purchase / sale of financial assets Sale of non-current assets Interest received
23.F 702,086 759,304
Dividends and capital gains received
23.F
5,794,495
7,411,835
NET INVESTMENT CASH FLOWS
(8,904,359)
38,385,907
ANNUAL REPORT 2012
Note 2012 2011
LAŠKO GROUP
(in EUR)
Financial report of the Laško group
PERIOD 1 JANUARY–31 DECEMBER 2012
147
4.3.6 CONSOLIDATED STATEMENT OF CASH FLOWS OF THE LAŠKO GROUP FOR THE PERIOD 1 JANUARY–31 DECEMBER 2012
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
(continuation)
148
(in EUR)
Note 2012 2011
Cash flow from financing Interest paid Purchase of own shares Increase in capital
23.F (20,749,463) (23,094,295) 15
114,292
90,616
16
1,000,000
-
18.21
(32,604,397)
(30,129,819)
Dividends paid out to owners
(306,142)
(65,069)
NET CASH FLOW FROM FINANCING
(52,545,710)
(53,198,567)
(19,315,149)
19,394,042
Increase / decrease in financial debts
NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents - at the beginning of the year
13
21,503,764
2,109,720
Cash and cash equivalents - at the end of the year
13
2,188,615
21,503,762
Accounting policies and explanatory notes form an integral part of these financial statements and should be read in accordance with them.
ANNUAL REPORT 2012
Notes to consolidated financial statements
Financial report of the Laško group
4.4
Pivovarna Laško is a public limited company, registered with 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
LAŠKO GROUP
4.4.1 GENERAL DATA
production and sale of beer, malt and waters. It also performs other wholesale and retail trade activities
149 Pivovarna Laško (hereinafter referred to as: The Company) is the parent company of the Laško Group with its headquarters in Slovenia: Trubarjeva ulica 28, 3270 Laško, Slovenia. The Company’s ordinary shares are quoted on the Ljubljana Stock Exchange under the “PILR” designation. The Company’s share capital totals EUR 36,503,304.96 with 8,747,652 ordinary freely negotiable registered no-par-value shares. There are no limitations on the payment of dividends and other distributions of equity.
4.4.2 DISCLOSURE OF COMPLIANCE WITH IFRS The financial statements have been drawn up in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union.
4.4.3 USE OF NEW AND RENEWED IFRS AND EXPLANATORY NOTES OF OPIFRS A) STANDARDS AND EXPLANATORY NOTES THAT ENETERD INTO FORCE IN THE REPORTING PERIOD
In the current period, the following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are valid: • Amendments to IFRS 7 »Financial instruments: Disclosures« – Transfers of financial assets that the EU adopted on 22 November 2011 (effective for annual periods beginning on or after 1 July 2011).
The adoption of these amendments to the existing standards led to no changes in the accounting
Financial report of the Laško group
policies of the Group.
B) STANDARDS AND EXPLANATORY NOTES ISUED BY THE IASB AND ADOPTED BY THE EU NOT YET IN FORCE
On the date of the approval of these financial statements, the following standards, amendments and interpretations were issued that the EU approved but did not yet enter into force: • IFRS 10 »Consolidated financial statements« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRS 11 »Joint arrangements« that the EU adopted on 11 December 2012 (effective for annual peri-
LAŠKO GROUP
ANNUAL REPORT 2012
ods beginning on or after 1 January 2014), • IFRS 12 »Disclosure of interests in other entities« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRS 13 »Fair value measurement« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013), • IAS 27 (amended in 2011) »Separate financial statements« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IAS 28 (amended in 2011) »Investments in associates and joint ventures« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014),
150 • Amendments to IFRS 1 »First-time adoption of IFRS« – Severe hyperinflation and removal of fixed dates for first-time adopters that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IFRS 7 »Financial instruments: disclosures« – Offsetting Financial Assets and Financial Liabilities that the EU adopted on 13 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 1 »Presentations of financial statements« – Presentation of items of other comprehensive income that the EU adopted on 5 June 2012 (effective for annual periods beginning on or after 1 July 2012), • Amendments to IAS 12 »Income Taxes« – Deferred Tax: Recovery of Underlying Assets that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 19 »Employee benefits« – Post-employment Benefits that the EU adopted on 5 June 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 32 »Financial instruments: Presentation« – Offsetting Financial Assets and Financial Liabilities that the EU adopted on 13 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRIC 20 “Stripping Costs in Production Phase of a Surface Mine« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013).
C) STANDARDS AND EXPLANATORY NOTES ISSUED BY THE IASB AND NOT YET ADOPTED BY THE EU
planatory notes that on the date (date of financial statement publication) were not approved to be used: • IFRS 9 »Financial instruments« (effective for annual periods beginning on or after 1 January), • Amendments to IFRS 1 »First-time adoption IFRS« – Government loans (effective for annual periods beginning on or after 1. January 2013), • Amendments to IFRS 9 »Financial instruments« and IFRS 7 »Financial instruments: Disclosures« – Mandatory Effective Date and Transition Disclosures, • Amendments to IFRS 10 »Consolidated financial statements« IFRS 11 »Joint Arrangements« in IFRS 12 »Disclosure of Interests in Other Entities« – Transition Guidance (effective for annual periods beginning on or after 1 January 2013), • Amendments to IFRS 10 »Consolidated financial statements«, IFRS 12 »Disclosure of Interests in Other Entities« and IAS 27 »Separate Financial Statements« – Investment Entities (effective for
ANNUAL REPORT 2012
al Accounting Standards Board (IASB) with the exception of the following existing standards and ex-
Financial report of the Laško group
Currently, IFRS as adopted by the EU do not considerably differ from those issued by the Internation-
• Amendments to various standards »Improvements of IFRS (2012)« arising from the annual project for the IFRS improvement published on 17 May 2012 (IFRS 1, IAS 1, IAS 16, IAS 32, IAS 34) mainly in order to eliminate discrepancies and misinterpretations of the text (effective for annual periods
LAŠKO GROUP
annual periods beginning on or after 1 January 2014),
beginning on or after 1 January 2013).
151 The Group 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 Group 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.
4.4.4 SIGNIFICANT ACCOUNTING POLICIES BASIS FOR DRAWING UP THE ANNUAL REPORT
The financial statements have been drawn up in accordance with IFRS, the Companies Act, other acts and the Rules on Accounting and are presented in EUR. When disclosing and valuating the items, the provisions of the standards were directly applied with the exception of only the items where standards provide a choice between several valuation methods. The financial statements have been prepared taking into account historical costs except for the financial assets, non-current assets held for sale (or assets and related liabilities of the disposal group), property and investment property disclosed at revalued amount or fair value. The valuation of assets and liabilities is presented in detail in individual sections below.
When selecting the accounting policies and when deciding on their use and drawing up these financial statements, the Pivovarna Laško Management Board took into consideration the following three
ANNUAL REPORT 2012
Financial report of the Laško group
requirements: • Financial statements are understandable when understood by users without any problems, • Information is relevant if it helps the user to make economic decisions, • Information is essential if its omission or untrue statement could have an impact on economic decisions of the users. The accounting policies presented in the continuation were consistently applied in all the periods presented.
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
LAŠKO GROUP
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 long-term investments in Delo have also been excluded. Its reduction to the assessed value is reflected in the consolidation as impairment 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
152
and financial reporting, accounting policies in subsidiaries 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 attached to a takeover are initially recorded at fair value on the day of the takeover irrespective of the size of the non-controlling interest. The surplus of the acquisition price over fair value of the Group’s interest in net assets of the acquired undertaking is recorded as positive goodwill. If the cost is lower than the fair value of the net value of the assets of the acquired company, the difference is directly recognised through profit or loss as impairment loss. The Group treats transactions with the owners of the non-controlling interest the same as transactions with external partners. Profits and losses of minority holders are disclosed in the Group’s income statement.
REPORTING CURRENCY
A) FUNCTIONAL AND REPORTING CURRENCY
The items presented in the financial statements of individual companies of the Group are denoted in the currency of the primary environment – the country where the individual company operates (this currency is the so called »functional currency«). The consolidated financial statements are presented in EUR, which is also the functional and reporting currency of the parent company (Pivovarna Laško).
B) TRANSACTIONS AND BALANCES
Foreign currency transactions are converted into the reporting currency using the exchange rate 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
Financial report of the Laško group
valid on the day of the transaction. Profits and losses arising from these transactions and from the
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.
ANNUAL REPORT 2012
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
Revenue is measured at the fair value of the consideration received or receivables for the sale of products, goods or services within the regular operations of the Group. Revenue is presented exclusive of value added tax and excise duties, rebates and reimbursements. Revenue from the sale of products, goods and materials is recognised in case of compliance with all the conditions: • All the significant risks and rewards of ownership of the object of sale are transferred to the buyer; • The seller loses the management and control over what is covered by the sale • Amount of revenue can be reliably measured; • A high degree of certainty attaching to the flow of economic benefits related to the transaction; • The expenses incurred with respect to transaction can be reliably measured,
Other categories of revenue are recognised based on the following basis: • Interest income is recognised as the income of the period to which they pertain, in accordance with the applicable interest rate and when the degree of certainty attaching to the flow of economic benefits is high; • Dividend income is recognised when the right to receive payment is established; • Revenue from royalties is recognised on the basis of the provisions in the licence agreement.
LAŠKO GROUP
RECOGNITION OF REVENUE
153
INTANGIBLE ASSETS
Financial report of the Laško group
Intangible assets with a finite useful life acquired individually (not within a business combination) and not created within the Group are measured after recognition using the cost model or are disclosed at cost less any accumulated depreciation and any accumulated impairment. They are depreciated according to the straight-line method in the period of their estimated expected functional life periods (patents, brands, licences 5 years; software 3 years). Estimates of expected functional life periods and the depreciation method are checked with every preparation of financial statements; potential changes of estimates of the categories mentioned are considered for the future periods and not retroactively. Intangible assets with indefinite useful lives acquired individually (not within a business combination) and not created within the Group are disclosed at cost less potential impairment.
ANNUAL REPORT 2012
Intangible asset is recognised as an asset only when it is possible that future economic benefits will be generated to the Group and when the purchase price can be reliably measured. Intangible asset is derecognised upon disposal or when no future economic benefits are expected from further use. The gain or loss arising from derecognition of an intangible asset affects profit or loss of the period of derecognition.
LAŠKO GROUP
A) GOODWILL
Goodwill represents a surplus in the cost of an acquired company over the fair value of the net asset share of the acquired company on the day of the acquisition. Goodwill arising upon the acquisition of subsidiary companies is recognized in intangible fixed assets. Goodwill is checked, tested for impairments and measured 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
154
company sold. A test of the impairment of the goodwill of the investment into the Union Group was made on 31 December 2012, which showed that the value thereof had not changed from the previous year. B) PATENTS, BRANDS AND LICENCES
Expenditure related to the acquisition of patents, brands and licences are capitalised and depreciated using 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. If revaluation is required, the value of intangible fixed assets needs to be estimated and written-off up to the amount of their replacement values. With brands the useful life is not defined and therefore the impairment test has to be conducted every year. The valuations by certified business valuators or by the management are the basis of impairment. The useful life of other intangible assets is defined 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 disclosed at cost less any amortisation and impairment losses and collective losses due to impairment. The useful period for other intangible assets is 10 years.
TANGIBLE FIXED ASSETS
pairment. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Upward revaluation of land and buildings is recognised or accumulated as the revaluation surplus in other comprehensive income except when the previous downward revaluation of the same land and buildings is abolished and recognised in profit or loss; in this case upward revaluation to the value of the prior downward revaluation is recognised in profit or loss. Downward revaluation of land and buildings that exceeds potential previously recognised revaluation surplus of the same land and buildings is recognised in profit or loss. Production facilities, machinery, all types of equipment, reusable packaging and small tools are recognised using the model of purchase price or are disclosed at purchase price less cumulative depreciation and potential impairment. Tangible fixed assets in acquisition are measured at purchase price less potential impairment. Purchase price also includes borrowing costs in accordance with the accounting policy. They are classified
ANNUAL REPORT 2012
at revalued amount at the date of the revaluation less any subsequent accumulated amortisation or im-
Financial report of the Laško group
The land and buildings that are used are accounted for using the revaluation models and are disclosed
tangible fixed assets starts in the month following the month of the beginning of their use. Land is not depreciated.
LAŠKO GROUP
under tangible fixed assets that will be owned when finished and available for use. Depreciation of
Building depreciation is recognised in profit or loss and the decrease of revaluation surplus is simultaneously recognised in retained profit. When buildings are derecognised, their potential revaluation surplus is transferred directly to retained profit. Depreciation is calculated using the straight line method and (except for land and tangible fixed assets in acquisition that are not depreciated) and is recognised so that the purchase value or revalued amount of the intangible fixed assets less potential residual value is written off in the period of its estimated functional life time. The estimates of expected functional life time and residual values and the depreciation method are checked with every preparation of financial statements; potential changes in estimates of the categories mentioned are used for future periods and not retrospectively. The expected functional life time of individual groups of assets is the following: Buildings
10 – 66 years
Plant and machines
5 – 14 years
Hardware and software
3 years
Vehicles
3 – 9 years
Other equipment
3 – 20 years
Reusable container (barrels, bottles, crates)
4 – 5 years
Credit costs related to financing the purchase of land, the construction of buildings and the purchase of equipment are attributed to the value of the fixed asset from the day of bringing the asset to its working condition. Costs generated with regard to the tangible fixed asset increase its purchase value if its future benefits are increased compared to the originally estimated benefits; in this case the costs that allow the extension of the useful life of the asset initially decrease the accumulated depreciation calculated till then. The extension of the useful life of a tangible fixed asset means the extension of originally determined useful life in which the asset is depreciated. All other repairs and maintenance are included in profit or loss of the financial year when they occurred.
155
Tangible fixed asset is derecognised on its disposal or when no economic benefits might be expected to be available from the asset when it is disposed. Profit or loss on disposal affect the profit or loss of Financial report of the LaĹĄko group
the period in which asset is derecognised.
INVESTMENT PROPERTY
Investment property is property owned by the Company or under financial lease for the purpose of earning rent or increasing the value of the property. After recognition, they are measured at purchase value whereas later on they are measured using the so called fair value model (depreciation is not calculated, which means that the increase or decrease in their fair value affects profit or loss of the period in which it is effected.
ANNUAL REPORT 2012
Investment property is derecognised on its disposal or final interruption of its use and no economic benefits might be expected to be available from the asset when it is disposed. Profit or loss on disposal affect the profit or loss of the period in which asset is derecognised.
IMPAIRMENT OF TANGIBLE FIXED ASSETS AND INTANGIBLE (EXCLUDING GOOD WILL)
LAĹ KO GROUP
When financial statements are drawn, all tangible fixed assets and intangible assets (excluding good-
156
will) are checked whether there are any potential indications of impairment. In the event of such indications of impairment, their recoverable amount is estimated. If the recoverable amount of an individual asset cannot be established, the recoverable amount of a cash-generating unit is estimated that the asset concerned belongs to. The recoverable amount of the asset is the larger of the following: its fair value decreased by sale expenses, or its value in use. The latter is estimated as the current value of discounted future cash flows associated with the financial asset taking into account the discount rate before taxation that reflects the current market estimate of the time value of the money and specific risks related to the assets that were not considered in the estimate of future cash flows. The asset (or a cash-generating unit) is impaired to its recoverable amount if the latter is lower than its book value. Impairment is immediately recognised in profit or loss except when the asset concerned is carried using revaluation model; in this case the impairment is disclosed as the decrease in revaluation surplus. In the case of reversal of impairment the value of asset (a cash generating unit) is increased to the new estimated recoverable value but only to the extent that the new recoverable value does not exceed the value according to which the assets would be valued if there was no impairment of the asset (or a cash generating unit). Reversal of impairment is immediately recognised in profit or loss except when the asset concerned is carried using revaluation model; in this case the impairment is disclosed as the increase in revaluation surplus.
INVESTMENTS INTO THE SUBSIDIARIES
A consolidated subsidiary is a company where the controlling company has the controlling capital share or controlling influence due to other reasons which enters into a group for which consolidated financial statements are prepared.
In the legal parent’s separate financial statements, the investment in the legal subsidiary is accounted for in accordance with the requirements in IFRS 27 (unless classified among non-current profit sharing are recognised as financial revenues when they are paid or when the general meetings of these companies adopt a resolution on profit sharing and dividend payment. Investments are impaired when the recoverable value is lower than its book value. Impairment loss is immediately recognised in profit or loss. INVESTMENTS INTO 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. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not
Financial report of the Laško group
assets (and related liabilities) available-for-sale in accordance with IFRS 5). Revenues arising from
In consolidated financial assets, business results and assets and liabilities in associated companies are included by using the equity method unless the investment into the associated company is classified as non-current asset available-for-sale according to IFRS 5. Under the equity method, the investment in an associate is initially recognised in consolidated financial statement at cost; however, its later measurement depends on related interests of the investor in profit, losses and other comprehensive
ANNUAL REPORT 2012
control or joint control over those policies.
If the investor’s share in losses or negative other comprehensive income of the associated company is higher than the value of its stake in the associated company (book value of the financial investment into the associated company including potential long-term shares that are in fact a part of net financial
LAŠKO GROUP
income of the associated company arising after the date of acquisition.
investments of the investor in the associated company), the investor no longer recognises its share in further losses. When the share of the investor decreases to zero, further losses are defined and the liability recognised only to the extent that the investor has incurred a legal or constructive obligation or made payments on behalf of the associate company. From the acquisition of financial investment, the potential difference between the purchase value of the financial investment and the investor’s stake at net fair value of the identifiable assets, liabilities or contingent liabilities in consolidated financial statements of the investor are treated as goodwill and is contained in the book value of the financial investment in accordance with IFRS3. The amortisation of that goodwill is not included in the determination of the investor’s share of the profits or losses of the associated company. Any potential negative difference between the cost and the investor’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities in consolidated financial statements of the investor is immediately recognised in profit or loss. In relation to the determination whether it is necessary to recognise any additional impairment loss with respect to the investor’s net investment in the associate company, the provisions of IAS 39 or IAS 28 are taken into account. In accordance with IAS 36, the entire carrying amount of the investment is tested as one asset; the carrying amount is then compared with the recoverable amount (at the higher of the fair value less the costs of sales and the value in use). Gains and losses arising from transactions between the investor (and its consolidated subsidiary companies) and the associated company are recognised in the consolidated financial statements of the investor only to the level of shares of non-related investors in the associated company. The investor’s share of the associate’s profits or losses is excluded in the consolidated financial statements of the investor.
157
LOANS GIVEN, DEPOSITS, MONETARY ITEMS
ANNUAL REPORT 2012
Financial report of the Laško group
As financial assets, loans given, deposits and monetary items are initially measured at fair value at the date of their issue or placement. After initial measurement they are disclosed at amortised cost using the effective interest method reduced by potential impairment.
AVAILABLE-FOR-SALE ASSETS
Available-for-sale financial assets are measured on initial recognition at their fair value. Such fair value is usually equal the purchase price, however, some corrections need to be made. After the initial recognition, the available-for-sale financial assets designated at fair value through profit or loss but the changes in fair value are recognised in other comprehensive income with the exception of their impairments and interest recognised using the effective interest rate and exchange differences. The best evidence of fair value is quoted prices in an active market. If these are not available, the valuation models are used. These include the use of recent arm’s length transactions, reference to
LAŠKO GROUP
other instruments that are substantially the same and discounted cash flow analysis. If the asset’s fair value cannot be reliably measured, it is disclosed at purchase value taking into consideration potential impairments. Upon derecognition of an available-for-sale financial asset or its permanent impairment, the cumu-
158
lative other comprehensive income is transferred to the profit or loss of the period in which the asset has been derecognised or has been permanently impaired.
DERIVATIVE FINANCIAL INSTRUMENTS
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 risks.
NON-CURRENT ASSETS HELD FOR SALE OR THE GROUP FOR DISPOSAL (AND RELATED LIABILITIES)
Non-current assets held for sale (and liabilities associated with the non-current assets) are those noncurrent assets or liabilities for whose book value it is reasonable to assume it will be settled mainly with the sale and not with further use. This condition is deemed to have been complied with only if its sale is highly probable and if the assets or their group (and liabilities associated with them) are in the state in which the sale is possible. The management needs to be committed to the closing of the sale process within a year from the reclassification to this item of assets or their group (and the associated liabilities). The assets (and associated liabilities) related to the subsidiary where it is planned that the dominant influence will be lost, they need to be classified under a group of assets (and associated liabilities) for
disposal irrespective of whether the controlling company is planning to keep the minority stake after
Non-current assets held for sale and a disposal group are measured at the lower of book value or fair value less costs to sell.
INVENTORIES
Inventories of raw materials and consumable are disclosed at the lower of cost and net realisable value and are used according to the weighted average cost formula. Net realisable value is the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.
Financial report of the LaĹĄko group
the sale or not.
services, depreciation ...) and indirect costs of production (costs of materials and raw materials, labour, services and depreciation that are accounted for in the production process but cannot be directly linked to emerging production effects). Inventories of raw materials, materials, spare parts, products and merchandise are written off on
ANNUAL REPORT 2012
Inventories of finished goods and partly-finished goods and work in progress are valued at their production costs. Production costs are direct costs of materials and raw materials (labour, production
person (also damaged products, ullage and fracture) that requires the decision of the management of the company. The inventories need to be written off in full if the sale is discontinued for ever or its use is forbidden. The Group examines the usefulness of the stocks of materials and spare parts with less than 5 years of movement and if necessary, their value is 100% impaired.
LAĹ KO GROUP
the basis of inventory records, complaint and commission records or upon a proposal of a responsible
159 OPERATING RECEIVABLES
At initial recognition, operating receivables are recognised at fair value and are later measured on the basis of amortised cost using the effective interest rate method less impairment. Impairment of an individual receivable is formed when there is objective evidence that the entire amount cannot be recovered. 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 immediately recognised in profit or loss.
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.
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 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.
OWN SHARES
ANNUAL REPORT 2012
Financial report of the LaĹĄko group
If the Group reacquired its own shares in the financial, 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 Group needs to form reserves for own shares in the identical amount for that financial year. 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.
DIVIDENDS
Foreseen dividends are treated as retained earnings until approved by the General Meeting of Shareholders.
PROVISIONS
LAĹ KO GROUP
Provisions are recognised when the Group shows a legal obligation as a result of past transactions 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. The amount of the provision recognised is the best estimate of the outflows expected to be required to settle the present obligation at the reporting date taking into account the related risks and uncer-
160
tainties. If the provision is measured at the level of future cash flows and the time value of money is important, the amount is discounted to the current value The net liabilities of the Group 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.
OPERATING LIABILITIES
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 the factors enabling economic benefit will decrease 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.
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 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.
DISCONTINUED OPERATIONS
as held for sale (disposal group) and: • represents a separate major line of business or geographical area of operation; • is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or • is a subsidiary acquired exclusively with a view to resale.
Financial report of the Laško group
A discontinued operation is a component of a group that either has been disposed of, or is classified
The amount of corporate tax in the statement of comprehensive income represents the amount of current and deferred tax. Current tax is calculated on the basis of taxable profit of the current year. In the statement of comprehensive income, taxable profit can differ from profit before taxes by income and expense items taxed
ANNUAL REPORT 2012
CORPORATE TAX
fiscally recognised. Current corporate tax is calculated using the 18-percent tax rate in 2012, 17-percent tax rate in 2013, 16-percent in 2014 and 15-percent from 2015 on for companies with the registered office in Slovenia. The tax rate in Croatia where the registered office of Laško Grupa, Zagreb, is located equals 20 % whereas in Kosovo (registered office of the Birra Peja Company) the tax rate of the corporate tax
LAŠKO GROUP
or fiscally recognised in other taxable periods or income and expense items that will never be taxed or
equals 10 %.
161 DEFERRED TAX RECEIVABLES AND LIABILITIES
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. In principle, deferred tax liabilities are recognised on the basis of all temporary differences whereas deferred tax assets are only recognised to the level of such temporary differences that are expected to be used based on sufficient taxable profits. Deferred tax is calculated using the tax rate (and legislation) as prescribed by law in force 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 verified when annual accounts are drawn up and are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. Current and deferred taxes are recognised in profit or loss except when they refer to the items recognised in other comprehensive income or directly in equity; in such cases the current and deferred taxes are recognised in other comprehensive income or directly in equity. SEGMENT REPORTING
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.
Good Licences and will other IA
-
-
49,568
49,568
782,825
-
(777,910)
-
4,915
8
31 December 2012
56,649,152 17,197,382 11,543,366
1,540
234,083
-
1,540 407,268 86,031,251
-
- - (11,154) - - (11,154)
Disposal
-
-
Transfer from tangible fixed assets
(8,489,280) - (21,001) - - (8,510,281)
-
-
-
Impairments
8
Transfer from ongoing investments
-
-
387,463 93,748,508
-
387,463 93,698,940
- - - - 797,715 797,715
234,083
-
234,083
Total
Transfer from assets held for sale
65,138,432 17,197,382 10,791,148
Financial report of the Laško group
Property IA rights in acquisition
ANNUAL REPORT 2012
65,138,432 17,197,382 10,741,580
Brand names
LAŠKO GROUP
Direct acquisition
1 January 2012
First consolidation of Birra Peja
31 December 2011
PURCHASE VALUE
Year 2012 (in EUR)
1. INTANGIBLE ASSETS
4.4.5 DISCLOSURES OF INDIVIDUAL ITEMS OF FINANCIAL STATEMENTS
162
56,649,152
65,138,432
31 December 2012
1 January 2012
CURRENT VALUE 17,197,382
17,197,382
-
88,319
4,182,971
ANNUAL REPORT 2012
70,287
4,225,891
LAŠKO GROUP
163,796
7,317,475
180
86,994,567
78,549,980
7,481,271
Financial report of the Laško group
387,463
407,268
-
-
778,870
-
-
180
6,704,373
31 December 2012
-
-
- - (2,152) - - (2,152)
-
-
18,032
Disposal
145,764
Transfer from tangible fixed assets
-
760,838
Total
-
6,558,609
Property IA rights in acquisition
-
-
Good Licences and will other IA
Depreciation in the year
Brand names
1 January 2012
CUMULATIVE VALUE ADJUSTMENT
Year 2012 (in EUR)
(continuation)
1. INTANGIBLE ASSETS
163
Brand names
Financial report of the Laško group
Property IA rights in acquisition
ANNUAL REPORT 2012
Good Licences and will other IA
LAŠKO GROUP
Total
-
- 851,458
3,028,996
5,039
70,918,082
-
- (851,458)
71,924
-
27,102,670
- 1,166,997 1,666,327
234,083
234,083
- - (140,562) - - (140,562)
-
Disposal
31 December 2011
6,535,391
765,474
145,764
18,032
-
-
6,681,155
783,506
65,138,432
46,974,329
31 December 2011
1 January 2011
17,197,382
17,197,382
1,694,816
4,206,189
144,960
88,319
5,039
387,463
66,016,526
87,017,785
CURRENT VALUE
-
-
1,098,046
- - - 38,609 - 38,609
4,901,556
-
-
-
Pincreases
-
89,123
Depreciation in the year
1,098,046
4,812,433
-
Transfer from assets held for sale
-
-
1. januar 2011
-
(5,039) 387,463 93,698,940
(5,039)
CUMMULATIVE VALUE ADJUSTMENT
65,138,432 17,197,382 10,741,580
-
- - (145,453) - - (145,453)
31 December 2011
-
Disposal
-
-
(5,837,647) - - - - (5,837,647)
-
24,001,750
6,507,249
- 499,330
17,197,382
-
46,974,329
Transfer from tangible fixed assets
Impairments
Transfer from ongoing investments
Transfer from assets held for sale
Direct acquisition
1 January 2011
PURCHASE VALUE
Year 2011 (in EUR)
164
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
Verification of the fair values of the brands was performed on 31 December 2012. Verification of the fair value of the Delo brands 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 excluding debt was used in assessing the value of the company. Based on the valuation of the Delo Company in 2012, the Group disclosed impairment of the Delo brands amounting to EUR 8,489,280 in its consolidated financial statements. As at 31 December 2012, the value of Delo brands amounted to EUR 10,188,094.
Financial report of the Laško group
assessed and the possible need for impairment determined.
by a certified business appraiser in 2010 and the business results in 2012 and envisaged projections of the value of the Company in the coming years. As at 31 December 2012, the value of Pivovarna Union brands amounted to EUR 46,461,058 and value of its goodwill EUR 17,197,380. BRAND PLEDGING
ANNUAL REPORT 2012
The basis for verifying the need for impairment of the value of the brands and goodwill of Pivovarna Union was the management’s assessment based on the assessment of the company’s value performed
of its brands in the amount of EUR 50,000,000 that are a portion of the assets of the Group and in accordance with the accounting standards, own brands are not disclosed in the financial statements. The brands of the parent company Pivovarna Laško were appraised by a certified business appraiser in 2010. The brands of the Pivovarna Union and Delo subsidiaries have been pledged also within the
LAŠKO GROUP
In order to secure its loan with banks, the controlling company, Pivovarna Laško, pledged a part
scope of pledges on the investments in these companies.
165 ESTIMATED VALUE OF DELO, D. D., LJUBLJANA
The valuation of Delo which also included the assessment of its brand value was carried out by a certified business valuator registered with the Slovenian Institute of Auditing. The most important elements and findings during the valuation procedure are: • The subject of the valuation was the majority stake of the company (80.83%) enabling the majority owner to impact the process of adopting decisions by the management bodies 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; • The company’s market value equals the current value of expected free cash flows since in accordance with a general financial assumption the company’s value equals the sum of all future benefits which it brings to its owner(s); • The »method of the current value of expected free cash flows excluding debt« was used in assessing the value of the company. With this method, the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed first; 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; • The valuator also attempted to use the method of comparable companies and comparable transactions. The companies and transactions used 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 Financial report of the Laško group
an affect on both the profitability and financial position of the company. As a result, this method was merely used as a control method. • The valuator used assessments of operations in 2012 and the 2013 Business Plan of Delo. In estimating future returns, the valuator 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. Based on all the said assumptions, the recoverable value of the 80.83% equity stake in Delo on 31 December 2012 was assessed for the purpose of verifying impairment in accordance with IAS 36, which
LAŠKO GROUP
ANNUAL REPORT 2012
is identical to the value if used, namely: EUR 20,286,554 or EUR 37.60 per share.
166
52,374,181
1 January 2012
46,988,325 5,792,263 52,780,588
348,608,576 24,186,477 372,795,053
23,871,489
-
23,871,489 4,510,488
762,108
3,748,380
615,852,062
45,016,819
570,835,243
2,962,985
2,219,434
(11,761,000)
-
- 1,106,623
(1,540) 495,100
370,024
-
-
(2,100,019)
617,955,808
LAŠKO GROUP
12,773,782
ANNUAL REPORT 2012
3,861,074
21,627,984 - 411,768,220
-
Financial report of the Laško group
-
- 23,995,522 325,491,058 43,360,081 18,921,559
4,993,128
1 January 2012
- 390,140,236
1,049,911
- - (2,442,472) 2,442,472 - - -
25,819,897
-
53,757,599
Requalification
375,417,980
First consolidation of Birra Peja
109,549,619
- (7,763,438)
(630,695)
-
(66,103) (3,865,761) (3,159,179) (671,905)
128,272
(592,820)
- 19,002,394 315,159,748 37,056,535 18,921,559
52,360,802
(490)
-
(36,335)
31 December 2011
CUMMULATIVE VALUE ADJUSTMENT
31 December 2012
Disposal
Transfer of ongoing investment
and tangible FA
Transfer to investment property
- - - 66,582 - - 66,582
5,995,128
- - - - 30,855 - 30,855
560,007
Requalification
23,446
Acquisition - reactivation
Transfer from ongoing investments
109,520,263
7,534,971
101,985,292
- - - - - 10,400,442 10,400,442
6,741,000
First consolidation of Birra Peja
Direct acquisition
45,633,181
31 December 2011
PURCHASE VALUE
Production Other Fixed Year 2012 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition Total
2. TANGIBLE FIXED ASSETS
167
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
-
- 26,648,663 331,870,802 43,705,014 21,266,048
Disposal
31 December 2012
(180)
-
-
1 January 2012
Exchange differences
31 December 2012
CURRENT VALUE
-
(243,400) - 423,490,527
- (7,416,651)
-
52,374,181
85,524,741
47,303,995
9,420,507
4,949,930
4,510,488
204,083,842
- - - - - - -
52,360,802 82,900,956 43,547,178 10,052,585 4,553,849 1,049,911 194,465,281
(40,793) (3,730,977) (2,978,247) (666,634)
(243,220)
-
-
Transfer to investment property and tangible FA
(369,536)
-
transfer to use
369,536
- - - 66,582 - - 66,582
Requalification -
- 2,937,154 9,741,365 3,626,134 2,980,268
Depreciation during the year
- 19,284,921
- - - - 30,855 - 30,855
Acquisition
Production Other Fixed Year 2012 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition Total
(continuation)
2. TANGIBLE FIXED ASSETS
168
31,831
2,827,919
96,527,944
510,312,183
1,592,699
(5,137,801)
-
31December 2011
2,447,511
291,478
-
-
2,738,989 - (8,241,244)
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
45,633,181 101,985,292 348,608,576 46,988,325 23,871,489 3,748,380 570,835,243
(177,730) (272,240) (4,326,975) (1,043,587) (2,420,712)
-
-
Transfer from/to …
Disposal
- - (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 ongoing investments
8,179,213
48,989,242
- - - - - 650,041 650,041
38,046,342
299,968,271
- 254,644 470,278 1,416,570 1,812,788 5,376,390 9,330,670
32,722,703
107,956,083
New purchase
6,604,955
Transfer from assets held for sale
Direct acquisition
38,626,854
1 January 2011
PURCHASE VALUE
Production Other Fixed Year 2011 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition Total
2. TANGIBLE FIXED ASSETS 2011
169
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
- (103,140) (3,781,858) (1,888,218) (1,526,651)
- 19,002,394 315,159,748 37,056,535 18,921,559
Disposal
31 December 2011
1 January 2011
Exchange differences
31 December 2011
82,982,898
-
33,448,828
-
9,931,790
213,313
4,949,930
67,193
280,506
3,748,380
180,695,007
- 390,140,236
- (7,299,867)
-
38,626,854
64,245,012
33,338,579
8,914,206
5,680,180
2,827,919
153,632,750
- - - - - - -
45,633,181
-
Transfer to investment property
CURRENT VALUE
- (38,363,575) - - - - (38,363,575)
Revaluation
60,011,031 - 18,802,793
-
- 3,755,794 8,952,784 2,949,211 3,145,004
- 356,679,433
- - 436 - 29,479 - 29,915
-
Depreciation
6,650,093
Acquisition
43,358,694
-
Transfer of assets held for sale
10,002,244
- 43,711,071 266,629,692 29,132,136 17,206,534
1 January 2011
CUMMULATIVE VALUE ADJUSTMENT
Production Other Fixed Year 2011 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition Total
(continuation)
2. TANGIBLE FIXED ASSETS 2011
170
Compared to the last day of 2011, the value of tangible fixed assets of the Group increased by EUR 13,770,274, which is mainly the consequence of the integration of the Birra Peja Group in consolida-
Disposals of items of property, plant and equipment are represented by the sales and write-offs of tangible fixed assets. The Group holds fixed assets under a finance lease amounting to EUR 239,341. The Group uses revaluation model to value property whereas equipment and small tools are valued using the purchase value model. As of 31 December 2012, the property was not assessed. The sales of tangible fixed assets generated profit of EUR 57,497 to the Group that is disclosed as revalued operating revenues and loss of EUR 161,523 disclosed as revalued operating expenses. To secure long-term and short-term loans, the Group pledged tangible fixed assets whose current value as of 31 December 2012 amounts to EUR 127,483,909. The book value of pledged property totals EUR 106,678,853 and the book value of pledged equipment equals EUR 20,805,056. As of 31 December 2012, the Group discloses liabilities for the purchase of tangible fixed assets in the amount of EUR 1,026,353.
3. INVESTMENT PROPERTY
Year 2012 (in EUR)
Land Buildings
Total
171
PURCHASE VALUE 1 January 2012
1,214,099
8,861,531
10,075,630
Transfer from tangible fixed assets
36,335 592,821 629,156
Revaluation - reinforcement / impairment
(90,145) (115,060) (205,205)
Disposal
(188,565) (579,089) (767,654)
Decrease in value
(195,381)
(1,446,673)
(1,642,054)
776,343
7,313,530
8,089,873
1 January 2012
-
957,927
957,927
Depreciation
- 408 408
Disposal
- (310,715) (310,715)
Transfer from tangible fixed assets
-
243,220
243,220
31 December 2012
-
890,840
890,840
776,343
6,422,690
7,199,033
1,214,099
7,903,604
9,117,703
31 December 2012 NABRANI POPRAVEK VREDNOSTI
CURRENT VALUE 31 December 2012 1 January 2012
ANNUAL REPORT 2012
which is by EUR 8,887,207 or 46% less than depreciation made.
LAĹ KO GROUP
January 2012 amounts to EUR 23,388,835. In 2012, the Group spent EUR 10,400,442 on investments,
Financial report of the LaĹĄko group
tion. The value of tangible fixed assets of the Birra Peja Group included into the consolidation as of 1
Year 2011
Financial report of the Laško group
(in EUR)
ANNUAL REPORT 2012
Total
PURCHASE VALUE 1 January 2012
1,090,980
4,494,245
5,585,225
Revaluation - reinforcement / impairment Transfer of equipment froma 2010
123,119 1,635,281 1,758,400 -
(414,962)
(414,962)
-
123,484
123,484
-
2,943,324
2,943,324
Adjustment of transfer from TFA from 2010 Requalification - transfer from assets held for sale) Transfer from/to noncurrent assets held for sale - DELO
-
80,159
80,159
1,214,099
8,861,531
10,075,630
1 January 2011
-
928,741
928,741
Depreciation
- 404 404
31 December 2011 CUMMULATIVE VALUE ADJUSTMENT
Transfer of adjustments of equipment value
LAŠKO GROUP
Land Buildings
-
(213,313)
(213,313)
-
240,613
240,613
assets held 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
Requalification (transfer from assets held for sale) Transfer from/tp non-current
172 CURRENT VALUE
Investment property also includes property which is not used for carrying out the basic activity but leased out by the Group. The Tri Lilije sports arena and catering facility (Hotel Hume), holiday facilities and the office building in Radenci and premises in Boračeva, Petanjci and Sarajevo are all recorded as investment property. Investment property is measured at fair value. As of 31 December 2012, the office building in Radenci was assessed by the certified business valuator and the assessed value equals EUR 911,253. The fair value of other investment property was verified by the management of the Group. Based on investment property the Group generated EUR 205,048 of revenues and EUR 1,030,312 of expenses. With regard to the holiday accommodation capacities in Croatia (holiday Centre in Ičići and holiday apartments in Barbariga) the activities for their entry into the land registry are in progress. This is presented in more detail in Chapter 4.4.10 (Potential liabilities) In 2012, the sales processes of the following property continued: the Tri Lilije sports arena and catering facilities (Hotel Hum and Hotel Savinja), holiday facilities and the office building in Radenci and property in Boračeva. The sale of Hotel Savinja and the property in Beračeva were successful. The
result of the sale of Hotel Savinja was loss amounting to EUR 176,653 and of the sale of the property in Boračeva loss equalling EUR 631,339. The activities of the sale of investment property continue. The
The investment property totalling EUR 5,588,351 are pledged to secure long- and short-term loans from the banks.
4. LONG-TERM FINANCIAL INVESTMENT
4. A. LONG-TERM FINANCIAL INVESTMENTS INTO SUBSIDIARIES Stake in capital 2012 2011
STAKES IN THE COMPANIES IN THE GROUP In Slovenia: Radenska Miral, d. o. o., Radenci
100.00%
182,589
160,363
Firma Del, d. o. o., Laško
100.00%
7,427
7,427
ANNUAL REPORT 2012
(in EUR)
Financial report of the Laško group
companies will be selling the property not critical for the operations to ensure the solvency.
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., Sarajevo
100.00%
232,240
191,856
LAŠKO GROUP
190,016 167,790
237,397 197,013 173 Total 427,413 364,803
Financial report of the Laško group
DATA ON THE SUBSIDIARY COMPANIES Percentage Activity Country of participation (in EUR) of the Company of the company in capital
Radenska, d. d.,
beverage
Radenci Union Group
production production of beer
ANNUAL REPORT 2012
82.058% 71,009,842 (3,984,133)
Slovenia
97.922%
87,254,129
(3,640,467)
beverage
production Slovenia 96.920% 3,457,414
Delo Group
Slovenia
and beverages
newspaper and
91,199
Slovenia
80.834%
15,672,659
(2,089,603)
beer production
Slovenia
100.000%
35,280
961
beer production
Croatia
99.460%
(4,873,317)
(3,764,764)
publishing activities
Firma Del, d. o. o., Laško
LAŠKO GROUP
profit/ loss in 2012
Subsidiaries
Vital Mestinje, d. o. o.
Jadranska Pivovara - Split, d. d. Laško Grupa, d. o. o.,
174
Value of total capital
Zagreb Laško Grupa, d. o. o., Sarajevo
trade intermediary Croatia 100.000% 25,097 32,200 trade intermediary
BiH
100.000%
312,997
24,333
In accordance with IAS 27, the Group valuates long-term financial investments in the subsidiaries according to the cost model Due to insignificance and because the costs of the consolidation process would exceed the benefits, 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., Beograd. All other subsidiaries are consolidated using the full consolidation method. Long-term financial investments into subsidiaries increased by EUR 62,610 in 2012 due to the reversal of impairment of the company Radenska Miral, Radenci and due to the purchase of a 17.32% stake of the Fructal Group in the company Laško Grupa, d. o. o., Sarajevo, that after the purchase is 100% owned by the Laško group.
4. B. LONG-TERM FINANCIAL INVESTMENTS INTO ASSOCIATED COMPANIES
Value of total capital
profit/ loss in 2012
Associate company Thermana, d. d.,
spa and hotel
Laško
activities and of simlar
accomodation facilities
Slovenia
20.630%
27,519,581
(1,051,155)
Investments into associated companies are measured according to the equity method. The value of investments either increases or decreases depending on the profit or loss. Revaluation to higher fair value in accordance with IFRS is not recognised. Fair value of the investments traded in on a regulated market is established on the basis of the share prices at the Ljubljana Stock Exchange whereas with other investments the fair value is established based on assessments.
ANNUAL REPORT 2012
Percentage Activity Country of participation (in EUR) of the Company of the company in capital
Financial report of the Laško group
DATA ON THE ASSOCIATED COMPANIES
Company (645,003 shares) and into a 29.22% stake in Slopak, d.o.o, Ljubljana, under long-term investments into associated companies. Based on the assessments performed in the previous years, the value of both investments on 31 December 2012 amounts to zero. On 31 December 2012, the assessment was not conducted because the assumptions that were the basis of the assessment in previous
LAŠKO GROUP
As of 31 December 2012, the Group discloses the investment into a 20.63% stake in the Thermana
years did not change in 2012.
175 INVESTMENT INTO AN ASSOCIATED COMPANY, THERMANA, D. D.
On 31 December 2012, the Group owned 645,003 shares of Thermana representing a 20.63% ownership stake in the aforementioned company. The original purchase value of the investment amounted to EUR 6,897,921. Based on the assessment, the Group impaired the investment in 2009 totalling EUR 5,303,921 and in 2010 the investment was further impaired totalling EUR 1,594,000. The impairment was recognised in 2009. At the same time, Thermana contracted additional debts in 2010 that negatively affected cash flows in the years that followed. In 2012, Thermana generated net loss of EUR 1,051,155. As of 31 December 2012, total assets of Thermana amount to EUR 78,498,227 and total liabilities equal EUR 50,830,278. The ration between foreign and own assets equals 65 : 35. In 2010, the Management issued a mandate for the organisation of the sale of Thermana to NLB. An agreement on the implementation of the sale was 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 coordinated by NLB, Pivovarna Laško, and Zavarovalnica Triglav that together represent a 44.85% ownership stake in Thermana. Coordinating activities with the remaining potential signers of the agreement on the implementation of sales of shares continued in 2011. Pivovarna Laško signed the Agreement on the joint sale of shares of the Thermana Company (a 51.96% stake) on 10 October 2011. NLB as the sales broker commenced sales 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.
Further discussions were held with potential buyers in 2012. Nobody expressed the intention to buy and this is why the sale by the broker was stopped due to current lack of interest in the purchase of the
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
majority stake in Thermana. INVESTMENT INTO THE ASSOCIATED COMPANY SLOPAK, D. O. O., LJUBLJANA
As of 31 December 2012, the Group owns a 29.22% stake of the Slopak Company. In 2011, the investment was fully impaired due to negative operating result and poor financial position.
4. C. FINANCIAL ASSETS AVAILABLE FOR SALE
(in EUR) 2012 2011
Other investments inshares and stakes at purchase value
773,181
796,053
Other investments inshares and stakes at fair value
476,462
443,510
Total 1,249,643 1,239,563
MOVEMENT OF FINANCIAL ASSETS AVAILABLE FOR SALE
(in EUR) 2012 2011
Balance 1 January
1,239,563
718,449
Changes during the year:
176
Acquisition Revaluation
- 195,167 31,150 (250,896)
Sale (21,070)
(189)
Transfer to non-current assets held for sale - DELO
-
577,032
Balance 31 December
1,249,643
1,239,563
Compared to the previous year, the value of financial assets available for sale increased by EUR 31.150 due to revaluations and decreased by EUR 21,o7o due to sold financial assets.
5. LONG-TERM LOANS GRANTED
(in EUR) 2012 2011
Long-term loans to associated companies
-
10,554,498
Other long-term loans
436,335
524,612
Long-term loans to Infond Holding and Center naložbe
17,100,000
17,100,000
Less value adjustment
(17,100,000)
(17,100,000)
Total
436,335 11,079,110
Compared to the previous year, long-term loans granted decreased by EUR 10,642,775 mainly due to the integration of the Birra Peja Group into consolidation. In 2011, the Birra Peja Company was
Other long-terms loans primarily refer to long-term housing loans granted by the Group to its employees. The interest rate on average equals a 6-month EURIBOR + 1%. The repayment period is 20 years. In 2012, the Group did not grant any new loans. Also the loans granted by Radenska and Pivovarna Union to the Center naložbe Company in the past amounting to EUR 17,000,000 are disclosed under long-term loans. These were fully impaired in 2009.
Financial report of the Laško group
regarded as an associated company.
Long-term financial lease receivables
421,340
751,266
Total 421,340 751,266
Long-term financial lease receivables refer to the production equipment for the Bandidos brand which was leased under a finance lease to a business partner from Belarus. The value of the aforementioned receivable on the last day of 2012 amounted to EUR 421,340. The financial lease receivables
LAŠKO GROUP
(in EUR) 2012 2011
ANNUAL REPORT 2012
6. LONG-TERM FINANCIAL LEASE RECEIVABLES
mature on 15 October 2015.
177 7. LONG-TERM DEFERRED TAX RECEIVABLES
(in EUR) 2012 2011
Long-term deferred tax receivables
39,375,942
46,472,483
Long-term deferred tax liabilities
(15,472,483)
(15,770,226)
Net long-term deferred tax receivables
23,903,459
30,702,257
Long-term deferred tax receivables and liabilities are calculated on the basis of temporary differences by using the liability method and by applying the tax rates from 17% to 15%. As of 31 December 2012, the Group discloses long-term deferred tax liability amounting to EUR 23,903,459, which is by EUR 6,798,798 less than in the previous year. Long-term deferred tax receivables decreased mainly because of recalculation of receivables due to the conversion to new, lower corporate tax rates, namely from 20% in 2011 gradually to 15% in 2015.
MOVEMENT OF LONG-TERM DEFERRED TAX RECEIVABLES
Financial report of the LaĹĄko group
Fair valuet Liabilities to (in EUR)
Provisions the employees
(financial assets)
Other
Total
DEFERRED TAX RECEIVABLES 1 January 2011
32,458
996,529
41,101,565
981,193
43,111,745
(38,391)
(13,295)
3,246,240
706,435
3,900,989
of comprehensive income
-
-
(858,381)
-
(858,381)
Changes in capital
-
-
(53,445)
-
(53,445)
due to the sale of FRAG
95,576
21,950
-
254,049
371,575
31 December 2011
89,643
1,005,184
43,435,979
1,941,677
46,472,483
(39,665)
(238,907)
(6,485,745)
(282,110)
(7,046,427)
Change in profit or loss Change in statement
LAĹ KO GROUP
ANNUAL REPORT 2012
Adjustment with the exclusion
Change in profit or loss Change in statement of comprehensive income 31 December 2012
- 49,978
- (50,114) 766,277
36,900,120
- (50,114)
1,659,567
39,375,942
As of 31 December 2012, deferred tax liabilities are disclosed related to financial investment impair-
178
ment amounting to EUR 36,900,120, related to the employees, severance grants, jubilee awards and untaken leave in the amount of EUR 766, 277 and related to provisions in the amount of EUR 49,978 and other liabilities of EUR 1,659,567. The tax loss receivable from Jadranska Pivovara amounting to EUR 32,009,171 was not disclosed under long-term deferred tax receivables since the subsidiary does not expect and taxable revenues in this respect. Taking into account the 20% tax rate, the deferred tax receivable would amount EUR 6,401,834. Long-term deferred tax receivables reflected in profit or loss decreased by EUR 7,046,427 compared to the previous year. Deferred tax receivables related to the financial investment impairment disclosed in 2012 increased by EUR 12,639,399 whereas due to the conversion to lower tax rates they decreased by EUR 19,125,144. Also deferred tax receivables related to the liabilities to the employees reduced by EUR 238,907 as well as provisions that decreased by EUR 30,665 and formed tax losses in the amount of EUR 282,110.
MOVEMENT OF LONG-TERM DEFERRED TAX LIABILITIES Fair value Fair value Fair value
(land, (financial
(in EUR)
(brand
buildings) assets) names) Other Total
DEFERRED TAX LIABILITIES 1 January 2011
3,473,868
71,464
9,292,212
154,923
12,992,467
20,100
-
(4,685,069)
272,715
(4,392,254)
703,189
(73,012)
-
-
630,177
Change in profit or loss Change in statement of comprehensive income
Changes in capital (34,248) - - - (34,248)
Financial report of the Laško group
-
-
4,085,836
-
4,085,836
18,992
2,285
2,466,967
-
2,488,244
4,181,901
737
11,159,946
427,638
15,770,222
(62,718)
-
(1,103,630)
40,725
(1,125,623)
828,662
(737)
-
-
827,925
Adjustment with the exclusion due to the sale of FRAG 31 December 2011 Change in profit or loss Change in statement of comprehensive income Change in capital 31 December 2012
(41) - - - (41) 4,947,804
-
10,056,316
468,363
15,472,483
LAŠKO GROUP
assets held for sale - DELO
ANNUAL REPORT 2012
Transfer from non-current
179 As of 31 December 2012, long-term deferred tax liability totals EUR 15,472,483 and refers to the revaluation of the brands of Pivovarna Union in the amount of EUR 9,292,212 and of the Delo Company equalling EUR 764,104, and to the revaluation of the property of the Group amounting to EUR 4,947,804. In the statement of financial position, long-term deferred tax liabilities are decreased by long-term deferred tax receivables.
8. NON-CURRENT ASSETS HELD FOR SALE
(in EUR) 2012 2011
Property held for sale
770,939
770,939
Other non-current assets held for sale
5,800,000
8,190,000
Total 6,570,939 8,960,939
As of 31 December 2012, the value of non-current assets held for sale equals EUR 6,570,939. The disclosed investments into ČZP Večer amounting to EUR 5,800,000 and into the business-storage premises in Ljubljana equalling EUR 770.939 are also included under non-current assets held for sale due to the planned sale in 2013.
FINANCIAL INVESTMENT INTO VEČER, D. D., MARIBOR
Financial report of the Laško group
A) PROCESS OF A SALE OF A 79.243% STAKE IN VEČER, D. D., MARIBOR
The Delo Company acquired a 59.25% stake in the company ČZP Večer in 2008, thus becoming the 79.237% owner of the aforementioned company. Delo does not have voting rights from the ownership of ČZP Večer shares surpassing 19.9% due to Article 44 of the Prevention of Money Laundering Act therefore this investment is not included in the consolidation. With the decision of 23 September 2009, the Competition Protection Office requested from the Delo Company to finally dispose of the shares of the Večer Company to eliminate the effects of the prohibited concentration. Initially, the deadline for the enforcement of the decision was one year; however, it can be extended upon a written request by the Delo Company.
ANNUAL REPORT 2012
On 16 December 2012, the buyer, 3Lan informed the seller, Delo prior to the completion of the transaction that 3Lan withdrew from the contract. After the failure to continue the sale process, the Committee for the sale of the Večer Company, adopted a decision on 24 January 2012 that the sale process including 3Lan had failed. The Competition Protection Office was notified and asked in writing to extend the deadline for the sale of shares and at the same time the Delo Company committed to publish an international tender for the sale of the shares not later than 15 March 2013. The Competition Protection Office adopted a decision on 27 February 2012 to extend the deadline for the disposal of the
LAŠKO GROUP
shares of Večer up and including 31 December 2012. On 15 March 2012, the newspapers, Delo and Večer, published a public tender for a sale of 79.23% of shares of Večer. At the beginning of May 2012, the Committee was informed of the fact that no non-binding offer to purchase the shares of the Večer Company had been received until the deadline (7 May 2012).
180 In October 2012, a due diligence exercise of the Večer Company was carried by one of the potential buyers and the presentation of the management. The negotiations are under the way to conclude a sales contract with one of the buyers. Since it was not possible to sell the shares of Večer until 31 December 2012, we asked the Competition Protection Agency to extend the deadline. It was extended to 31 March 2013. B) ASSESSMENT OF THE VALUE OF INVESTMENT INTO THE SHARES OF ČZP VEČER, D. D.
The assessment of the investment into ČZP Večer was conducted by a certified property valuator registered with the Slovenian Institute of Auditing from the P&S Company. The most important elements and findings during the valuation procedure are: • The company’s market value equals the current value of expected free cash flows since from financial perspective the company’s value equals the sum of all future benefits which it brings to its owner(s); • The »method of the current value of expected free cash flows excluding debt« was used in assessing the value of the company. With this method, the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed first; 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; • When making projections, the valuator used assessments of operations of ČZP Večer for 2012. 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
Based on the method of expected free cash flows and all the listed assumptions, the fair value is reduced by the cost of sale. Thus the value of 79.24% stake as at 31 December 2012 in the ČZP Večer Company amounts to EUR 5,800,000 or EUR 28.60 per share. Based on the valuation, impairment of EUR 2,390,000 was disclosed.
9. INVENTORIES
Financial report of the Laško group
of envisaged net sales revenues and operating costs, and consequently the EBIT and EBIT margin.
Materials and raw materials
14,975,622
13,600,208
Work in progress
2,457,754
2,232,780
Products 6,358,201 5,783,876 Merchandise 495,621 463,050
ANNUAL REPORT 2012
(in EUR) 2012 2011
The value of inventories increased by EUR 2,207,284 or 20% compared to the previous year, which is the result of the integration of the Birra Peja group into consolidation. The book value does not ex-
LAŠKO GROUP
Total 24,287,198 22,079,914
ceed the realisable value of the inventories.
181 In 2012, inventory value adjustment was formed totalling EUR 40,373 due to the write-off of obsolete inventories. INVENTORY SURPLUSES AND DEFICITS
(in EUR) 2012 2011
Inventory surpluses 29,705 93,904 Inventory deficits 84,583 90,089
The regular inventory taking establishes inventory surpluses amounting to EUR 29,705 and deficits amounting to EUR 84,583.
10. A. SHORT-TERM OPERATING RECEIVABLES
ANNUAL REPORT 2012
Financial report of the LaĹĄko group
(in EUR) 2012 2011
Short-term trade receivables:
on domestic market
46,453,732
44,186,763
on foreign market
3,391,475
5,693,121
Less value adjustment
(6,238,132)
(6,288,361)
Total 43,607,075 43,591,523 Short-term operating receivables to others
5,832,023
3,984,057
Advances 454,124 984,265 Less value adjustment
(2,995,336)
(1,829,816)
Balance of receivables as of 31.12.2012
46,897,886
46,730,029
As of 31 December 2012, the Group discloses short-term operating receivables of EUR 46,897,886, which is approximately at the same level as in the previous year.
LAĹ KO GROUP
Disclosed value of all short-term operating and other liabilities reflects fair value.
182
SHORT-TERM OPERATING VALUE ADJUSTMENT
(in EUR) 2012 2011
Balance as of 1 January
6,288,361
5,109,114
Recovered written-off receivables
(148,748)
(332,812)
Final write-off of receivables
(529,577)
(620,985)
Value adjustments during the year
647,639
664,199
Increased value adjustment during the year
(38,960)
-
Trensfer to financing receivables
-
(476,678)
Other
19,417
-
Total 6,238,132 4,342,838 Transfer from / to non-current assets held for sale - SPLIT
-
1,125,738
PTransfer from / to non-current assets held for sale - DELO
-
819,785
6,238,132
6,288,361
Balance as of 31 December
Compared to the last day in 2011, value adjustments of operating receivables from trade customers in 2012 did not change considerably. They increased due to new adjustments in the amount of EUR 647,639 and decreased on account of write-offs in the amount of EUR 529,577 and the amounts recovered based on legal action in the amount of 148,748. Trade receivables are secured by the guarantees, sureties and mortgages received equalling EUR 9,592,500. As of 31 December 2012, the loans received by the Group are secured by trade receivables in the amount of EUR 20,303,000.
10. B. SHORT-TERM RECEIVABLES FOR EXCESS CORPORATE TAX PAYMENT
407,636
Total
1,329,252
407,636
Short-term receivables for excess corporate tax payment refer mainly to overpaid tax advance payment calculated on the basis of the liabilities of the Union Group for 2011. As of 31 December 2011, the liabilities of the Union Group concerning tax payment amounted to EUR 2,956,693 and as of 31 December 2012 EUR 1,319,252. 11. SHORT-TERM FINANCIAL ASSETS AVAILABLE FOR SALE
(in EUR) 2012 2011
Short-term finnacial assets available for sale - fair value Short-term finnacial assets available for sale - purchase value
100,954,761
129,248,379
11,675,391
14,023,419
Total 112,630,152 143,271,798
On the last day of 2012, the value of short-term financial assets available for sale equals EUR
ANNUAL REPORT 2012
1,329,252
LAŠKO GROUP
Receivables for excess corporate tax payment
Financial report of the Laško group
(in EUR) 2012 2011
112,630,152. These assets decreased by EUR 30,641,646 compared to the previous year. The decrease is the result of investment impairment. The Group discloses the following investments under financial assets available for sale: investment into Poslovni sistem Mercator (23.34%) amounting to EUR 100,187,760 (stock exchange price as of 31 December 2012 was EUR 114.00), investment into shares of Elektro Maribor amounting to EUR 6,728,124 (5.74 %), investment into shares of Probanka amounting to EUR 767,001 (6.27%), investment into shares of Premogovnik Velenje amounting to EUR 4,000,000 (7.09%), investment into shares of Elektro Gorenjska amounting to EUR 947,268 EUR (1.6%) and the investment into shares of Ceste mostovi Celje (5.49%) whose value equalled zero on the date of impairment – 31 December 2012. In the Ceste mostovi Celje Company the bankruptcy procedure was initiated last year. 1. FINANCIAL INVESTMENT INTO POSLOVNI SISTEM MERCATOR, D. D., LJUBLJANA
As at 31 December 2012, the Group was the owner of 878,840 MELR shares or 23.34% of Poslovni sistem Mercator (Pivovarna Laško 8.43 %, Pivovarna Union 12,33 % and Radenska 2.57 %) which taking into account a market value of EUR 114 per share on 31 December 2012, amounts to EUR 100,187,760. The management estimates that it does not have significant influence in Poslovni sistem Mercator and for this reason this investment is no longer valued with the equity method of accounting. Fair value of this investment as of 31 December 2012 was by EUR 46,069,144 lower compared to the purchase value of EUR 146,256,904 or EUR 166.42 per share. According to the unsuccessful attempt to sell the MELR shares the Management estimates that the decrease in the stock exchange price indicates permanent impairment and therefore a decision was made to disclose them as financial expense. In 2012, the impairment of the MELR shares is disclosed as financial expense in the amount of EUR 29,001,753.
183
PROCEDURES IN A SALE OF A 23.43% STAKE IN PS MERCATOR, D. D., LJUBLJANA
Following unsuccessful discussions with banks, the Supervisory Board of Pivovarna Laško instructFinancial report of the Laško group
ed the Management Board to implement the public sale of the MELR shares. A contract on consultation for the sale was signed with NLB on 3 February 20111. A call for tender for the sale of the 23.43% stake in PS Mercator owned by the Laško Group was published on 4 February 2011. The tender fixed the deadline for the submission of binding offers, namely 9 March 2011. In parallel with the public offering, negotiations with the financial fund, Mid Europa Partners Ltd, United Kingdom were held in February. Three offers were received by 9 March 2011 from: Mid Eura UK, Agrokor HR and Warburg Pincus US. The deadline for a decision on the sale of the Mercator Company was specified as 15 April 2011, which was later extended to 30 April 2011. The offer for the purchase of a 23.34% stake of MELR was extended by Agrokor to 4 May 2011. On 26 April 2011, the Company received the decision of the Competition Protection Office no. 306-29/2011-4, which prohib-
ANNUAL REPORT 2012
its companies from the Laško Group from disposing of MELR shares without the prior approval of the CPO. The very same day, an action by the companies Pivovarna Laško, Pivovarna Union and Radenska, Radenci was brought before the Supreme Court against the CPO decision and an application for suspension of the operation of the contested decision was lodged. On 29 April 2011, the Supreme Court of the Republic of Slovenia in its decision N. G 23/2011-11 rejected the proposal for the issue of a temporary order to postpone the enforcement of the contested CPO decision.
LAŠKO GROUP
The Supervisory Board of Pivovarna Laško held on 4 May 2011 adopted the decision: »The Supervisory Board agrees that the offer of the Agrokor Company cannot be accepted because due to the decision of the Competition Protection Office of 26 April 2011 No 306-29/2011-4 in the case related to the evaluation of the compatibility of the concentration and the decision on the rejection of the temporary order of the Supreme Court of 29 April 2011 (reg. No. G 23/2011-11) due to the annulment of the decision of the defendant No 306-29/2011-4 dating 26 April 2011 with regard to the issue of the interim
184
measure, the Laško Group cannot dispose of the MELR shares.« Procedures related to the signing of the Agreement on the Joint Sale of Mercator were carried out in June 2011. The agreement of the companies in the Laško Group was signed on 8 June 2011. The companies of the Laško Group, Pivovarna Laško, Pivovarna Union, and Radenska together with Nova Ljubljanska banka, Abanka Vipa, NFD Holding, NFD, Gorenjska banka, Nova kreditna banka Maribor, Hypo Alpe-Adria-bank and Banka Celje concluded an agreement on a joint sale of the Mercator shares that entered into force on 15 June 2011. These contractual parties or the signatories of the agreement are the owner of 1,883,826 MELR shares of the Mercator Company representing a 50.03% stake in the share capital of Mercator. The agreement on a joint sale of shares was concluded for a period of 12 months and involves a possibility of its renewal. In the Agreement, the sellers agreed that the sales procedure of the 50.03% stake in Mercator would be conducted in cooperation with a financial advisor who will be specified by the contractual parties in accordance with the agreement. In July, a financial adviser for the sale of the investment was selected, namely the ING Company from London and Banka Koper also entered the agreement. Thus the stake increased to 52.10%. At the extraordinary General Meeting of Shareholders of Pivovarna Laško held on 30 July 2011, a consent was given to enter into a contract of agency in accordance with Article 47 of the Takeovers Act, namely due to the acquisition intention published by the KS Naložbe Company. The financial advisor presented the consortium of sellers with the received offers on 19 October 2011. Four non-binding 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 the decision on the SPA due to the acquisition intention concerning Pivovarna Laško
by the American company Eatons Capital from Las Vegas. On 22 December 2011, the Securities Market Agency took the view that the acquisition intention of Eatons Capital was invalid. On the same day, the
On 27 December 2011, the Supervisory Board of Pivovarna Laško took note of the acquisition intention of the Mercator Company and took a decision to further support the continuation of the procedure of a sale of the Mercator shares and to put the topic of a consent to the procedure of a sale on the agenda of the General Meeting in accordance with Article 47 of the Companies Act. On 29 December 2011, the convocation of a general meeting was published. The date was 30 January 2012. Based on Article 47 of the Takeover Act the decision concerning the consent to the sale of the shares of Mercator to Agrokor was on the agenda. The exclusive treatment of Agrokor in the negotiations was also prolonged. At its meeting of 27 January 2012, the Supervisory Board took note of the content of the contract of sale of the shares of Poslovni sistem Mercator and agreed with the sale contract and invited
Financial report of the Laško group
acquisition intention concerning Pivovarna Laško was published by Poslovni sistem Mercator.
tinuation of the negotiations. At its meeting on 27 January 2012, the Supervisory Board of Pivovarna Laško gave its approval to the sale of 317,498 shares or a 8.43% stake in Poslovni sistem Mercator owned by Pivovarna Laško to the Agrokor Company at a price of EUR 221 that can be changed as envisaged by the sales mechanism defined in the sales contract. The approval to the sale of 464,390 shares or a 12.33% stake of the Mercator
ANNUAL REPORT 2012
the Management Board to reduce risks related to the non-implementation of the contract in the con-
of shareholders of Pivovarna Union on 31 January 2012. In order to sell 96,952 shares or a 2.57% stake of the Mercator Company owned by Radenska, the approval of the Supervisory Board of Radenska was not necessary.
LAŠKO GROUP
Company owned by Pivovarna Union to the Agrokor Company was also given by the General Meeting
On 7 February 2012, the members of the consortium of sellers were submitted the information by the consultant, ING bank, that the Agrokor Company withdrew from the sales process. Based on the adopted strategy for 2012, the companies of the Laško Group continued the activities to sell the 23.34% stake in Mercator. Thus, the companies of the Laško Group and other parties interested in the joint sale of the Mercator shares (hereinafter: the sellers) concluded a new agreement on a joint sale at the end of October 2012. The agreement was signed by the sellers who are together the majority owner of shares in Mercator. In November 2012, ING bank as the intermediary started the sales process. In December 2012, the sellers, ING bank and Mercator coordinated and signed adequate documents. The implementers of the due diligence exercise were selected and the due diligence started. The publication of the teaser indicated the start of the sale of Mercator. The continuation of the sales of the Mercator shares in 2013 is presented in this report, chapter 2.13 – Events after the end of the accounting period.
2. IMPAIRMENTS OF THE AVAILABLE-FOR-SALE FINANCIAL ASSETS
In 2012, impairment of the shares of Poslovni system Mercator (MELR) is disclosed as financial expense totalling EUR 29,001,753; impairment of the shares of Probanka (PRBR) totalling EUR 1.342.624 and of the shares of Ceste mostovi Celje (CEMG) totalling EUR 238,355.
185
MOVEMENT OF SHORT-TERM FINANCIAL ASSETS AVAILABLE FOR SALE
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
(in EUR) 2012 2011
Balance as of 1 January
143,271,798
24,554,570
-
132,934,216
Changes during the year: Transfer from non-current assets held for sale (MELR)
Impairment (30,532,516) (6,910,838) Loss from sale
(22,065)
-
Sale (Etol)
(87,065)
(7,306,150)
Balance as of 31 December
112,630,152
143,271,798
To secure long-term and short-term loans from banks, the Group pledged: 878.840 shares (23.34%) of Poslovni sistem Mercator (MELR), 1,922,321 shares (5.74%) of the Elektro Maribor Company, 213,115 shares (6.27%) of shares of Probanka, 1,922,321 shares and 270,648 shares of Elektro Gorenjska or 1.6% of all the shares totalling EUR 108,630,153.
12. SHORT-TERM LOANS GRANTED
(in EUR) 2012 2011
Short-term deposits 9,054,667 3,275,000
186
Interest on loans to others
221,639
58,106
Short-term loans 83,239,515 84,744,473 Less value adjustment
(83,049,277)
(83,630,813)
Other short-term receivables from financing
-
663,731
Balance as of 31/12/2012
9,466,544
5,110,497
As of 31 December 2012, the Group discloses short-term loans of EUR 190,238 and short-term deposits of EUR 9,054,667. On the last day of 2012, the Group discloses value adjustment of loans granted amounting to EUR 83,630,813. In 2009, the Laško Group (the Fructal Group was still included – the value of the loan granted was EUR 9,400,000) granted loans to companies that were then its parent companies), namely the loan totalled EUR 92,050,000 of which EUR 54,250,000 was granted to Holding and EUR 37,800,000 to Center naložbe. In 2009, the Group formed value adjustments of loans and disclosed financial expenses because of the publication of insolvency and the introduction of bankruptcy proceedings. As of 31 December 2012, the Group discloses the value of loans and value adjustment of the loans given in the amount of EUR 83,100,000 (due to the sale of Fructal in 2011 both items concerning the original value decreased by EUR 9,400,000).
88,088,126 82,700,015 14,491,296 4,100,000 14,512,863 9,466,544
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
The interest rate for short term deposits ranges from 2.25 to 3.62% whereas for short-term loans from 5.5% and 5.98%. Disclosed value of short-term loans reflects fair value.
Total
- 1,167,363 190,238
58,106 - 163,533 - - 221,639
83,358,353 82,700,015 699,263
Interest receivables
Loans given
- 13,628,500 4,100,000 13,345,500 9,054,667
4,671,667
Opening balance Adjustment of Transfer Closing balance of loans given opening New loans of Repayment of loans given 1/1/2012 balance in 2012 cash in 2012 12/31/12
Deposits
(in EUR)
MOVEMENT OF SHORT-TERM LOANS GRANTED
187
13. CASH AND CASH EQUIVALENTS
Financial report of the Laško group
(in EUR) 2012 2011
Credit with banks
2,012,931
21,356,755
Cash in hand and cheques received
29,740
41,226
Cash in foreign currency
61,523
57,453
Cash items in the process of collection
84,421
48,330
Total 2,188,615 21,503,764
Cash and cash equivalents – prepayments and accrued income reflect fair value. Compared to the
ANNUAL REPORT 2012
last day of 2011, cash significantly decreased mainly due to decreased cash of the Union Group that used it to settle its financial liabilities in 2012. Most of prepayments and accrued income as of 31 December 2012 represent the residual value of the sale of the Fructal Group (FRAG shares).
14. SHORT-TERM ACCRUALS AND PREPAID EXPENDITURE
LAŠKO GROUP
(in EUR) 2012 2011
Accruals and prepaid expenditure
378,648
525,338
Total 378,648 525,338
188 Short-term accruals and prepaid expenditure refer to short-term deferred costs or expenses and short-term revenues not charged.
15. EQUITY OF THE OWNERS OF THE CONTROLLING STAKE
The capital of the Group consists of called-up capital, capital reserves, profit reserves, revenue reserves, retained profit or loss from previous years, surpluses from the revaluation of financial investments classified as assets-for-sale and also not-yet distributed profit for the financial year or the outstanding loss for the financial year. Share capital is shown as shareholders’ equity (capital from stakes or capital contribution). Share capital is divided into called-up share capital and uncalled share capital. Uncalled share capital is deductible from share capital. Called-up capital of the Group is defined in the Articles of Association and equals EUR 36,503,305. It is divided into 8,747,652 ordinary transferable named no par value shares. Each share gives its owner a voting right at the annual General Meeting of Shareholders and participation in profits. As of 31 December 2012, capital reserves amount to EUR 66,744,172. In the past, capital reserves were formed on the basis of share premium generated with two capital injections that exceeded the nominal value of paid-in shares and on the basis of revaluation adjustments of capital. The value of share premium amounted to EUR 79,231,564 and the value of general revaluation adjustments of capital EUR 23,146,157. In the past, capital reserves were used to cover losses totalling EUR 35,633,549. Thus their value as of 31 December 2012 amounts to EUR 66,744,172.
The reserves include statutory reserves of EUR 3,650,331, reserves for own shares of EUR 341,170 and own shares as deductible amounting to EUR 341,170. Statutory reserves may be used for cover-
own PILR shares, 85 PULG shares and 19,236 RARG shares. The value of shares as of 12 December 2012 amounts to EUR 139,038 and the value of the shares owned by the subsidiaries amounts to EUR 202,132. Pivovarna Laško possesses no own shares on 31 December 2012. In 2012, reserves for own shares decreased due to the revaluation totalling EUR 126,128. In the same year, the Laško Group disposed of 4,190 own PILR shares in order to pay severance grant to the owner of non-controlling stake on the basis of the controlling contract. On 31 December 2012, own shares were converted to the stock exchange value equalling EUR 6.99. Revaluation of own shares to lower stock exchange price is directly reflected in the capital – change in the reserves of own shares. Net profit or loss from previous years amounting to EUR 15,504,846 on 31 December 2011 was used in 2012 to cover losses of 2011. It increased by depreciation related to property revaluation that resulted in decreased revaluation surplus in the amount of EUR 863,222. Revaluation surplus decreased by depreciation related to property revaluation amounting to EUR 863,222 and by negative change in comprehensive income of 388,797. Changes in comprehensive
ANNUAL REPORT 2012
own shares are the PILR, RARG and PULG shares. On the last day of 2011, the Group owned 19,891
Financial report of the Laško group
ing losses and for capital injections. In 2012, the value of reserves remains unchanged. Disclosed
The capital of the Group in 2012 decreased by translation reserves and reserves related to exchange rate differences when translating foreign companies in the amount of EUR 9,146 EUR.
189
16. CAPITAL OF THE OWNERS OF NON-CONTROLLING STAKE
On the last day of 2012, the capital of the owners of non-controlling stake amounts to EUR 7,571,554 and compared to 2011 it decreased by EUR 75,972. In 2012, the capital of the owners of non-controlling stake increased due to the capital injection of the minority owner of the Birra Peja Company equalling EUR 1,000,000 and decreased by the paid dividends in the amount of EUR 368,429, established net loss of the current year totalling EUR 591,884 and the change in other comprehensive income in the amount of EUR 115,660.
17. PROVISIONS AND LONG-TERM ACCRUALS AND DEFERRED INCOME
17. A. PROVISIONS FOR RETIREMENT GRANTS AND JUBILEE AWARDS
(in EUR) 2012 2011
Provisions for severance grants and jubilee awards
LAŠKO GROUP
income relate mainly to formation and revaluation of deferred tax liabilities.
4,904,442
4,785,771
Total 4,904,442 4,785,771
Provisions are established for estimated liabilities with regard to the payment of severance grants and jubilee awards such as long-term benefits for years of service at the date of that statement of financial position and discounted to current value. Provision was made for planned payments.
When calculating potential liabilities with regard to the retirement grant, the provisions of the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the Financial report of the Laško group
tax base are taken into consideration. If the amount of the retirement grant exceeds the amount from the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the tax base, the employer needs to pay the 16.1% contributions for the excess amount. Overview of additional assumptions: • Growth of average wages in the Republic of Slovenia is assumed to be o.9% annually in 2013, 1.7% in 2014 and 3.0% in further years, which represents the estimated long-term growth of wages; • The calculation takes into consideration the growth of amounts of the retirement grants and jubilee awards in the Decree on the levels of reimbursed work-related expenses and of certain income
ANNUAL REPORT 2012
not to be included in the tax base as assumed in the previous indent for the growth of the average wage in the Republic of Slovenia (it is an assumption that the bases will be changing in accordance with the growth of the average wage in the Republic of Slovenia since we are not aware of the actual intention of the legislator concerning the amounts in the Decree on the levels of reimbursed workrelated expenses and of certain income not to be included in the tax base); • The calculation of liabilities from severance payments is tied to the o the years of pensionable ser-
LAŠKO GROUP
vice of each individual employee. The selected discounted interest rate is 4.60% annually, which equals the return on 10-year corporate bonds with high credit rating in Euro zone at the end of November 2012 increased by add-on concerning the local risk.
190 17. B. PROVISIONS AND LONG-TERM ACCRUALS AND DEFERRED INCOME
(in EUR) 2012 2011
Other provisions 1,898,251 1,985,699 Long-term accruals and deferred income
101,696
297,293
Total 1,999,947 2,282,992
Provisions refer to all pending legal actions in subsidiaries and are made based on the opinions and evaluation of lawyers. Long-term accruals and deferred income mainly refer to the exemptions in respect of the payment of contributions for the disabled above the quota.
MOVEMENT OF LONG-TERM PROVISIONS AND ACCRUALS AND DEFERRED INCOME
benefits paid upon
(in EUR)
Balance as of 1/1/2012
retirement
3,602,661
Jubilee Long-term awards
1,183,110
ADE Provisions
297,293
1,985,699
Total
7,068,763
First consolidation of Birra P. - - 28,515 - 28,515 Increase 109,050 690,422 63,453 214,226 1,077,151 Reduction - absorption (315,002) (184,008) (287,565) - (786,575) Reduction - removed (165,992) (15,799) - (301,674) (483,465) Balance as of 31/12/2012
3,230,717
1,673,725
101,696
1,898,251
6,904,389
In 2012, the Group additionally made long-term provisions for severance grants upon retirement and jubilee awards totalling EUR 799,472 and derecognised them in the amount of EUR 680,801. Other provisions and long-term accruals and deferred income decreased in 2012 by EUR 437,727. Long-term accruals and deferred income in 2012 decreased by EUR 195,597 mainly due to the utilisation of the exemptions in respect of the payment of contributions for the disabled above the quota. Other provisions in 2012 increased by newly established provisions for lawsuits amounting to EUR
ANNUAL REPORT 2012
Financial report of the Laško group
Severance
LAŠKO GROUP
214,226 and decreased by the derecognised provisions due to lawsuits in the amount of EUR 301,674.
18. LONG-TERM FINANCIAL LIABILITIES
(in EUR) 2012 2011
191 Long-term loans from banks
80,907,079
142,835,017
Other long-term financial liabilities
126,592
39,810
Long-term loans from other companies
27,172
-
Total 81,060,843 142,874,827 Transfer to short-term financial liabilities
(54,966,961)
(102,342,818)
Total 26,093,882 40,532,009
Long-term financial liabilities relate to the long-term loans received from banks. In September 2012, it was agreed with the creditor banks on the rescheduling of the financial liabilities of the controlling company, Pivovarna Laško, and the subsidiary, Pivovarna Union. Based on this agreement most of long-term loans of both companies mature on 30 March 2013. MATURITY OF LONG-TERM LOANS FROM BANKS
(in EUR) 2012 2011
Maturity from 4 to 6 years
2,727,869
4,323,172
Maturity from 2 to 4 years
12,944,872
10,644,549
Maturity from 1 to 2 years
10,267,377
25,524,478
Short-term part of long-term financial liabilitties
54,966,961
102,342,818
Total 80,907,079 142,835,017
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
7,137,000
119,813,066
8,761,459
25,940,118
54,966,961
133,228,720 11,487,500 2,661,423 7,137,000 119,813,066 8,761,459 25,940,118 54,966,961
2,661,423
Total
11,487,500
133,228,720
Long-term loans from banks
Transfer to SFL and Part Principal of the debt Change from First New loans short-term part Repayment Balance of debt that matures (in EUR) 1/1/2012 short-term consolidation in 2012 of FL in 2012 12/31/12 in 2013
MOVEMENT OF LONG-TERM LOANS FROM BANKS
192
In 202, the group contracted new long-tern loans totalling EUR 7,137,000 and reached an agreement with the banks on rescheduling of short-term loans amounting to EUR 11,487,500 into long-term ones. 54,966,961 that are disclosed as short-term loans become due. To secure long-term loans from banks, the group pledged 707,321 shares (2.11%) of Elektro Maribor and 350 shares (19.77%) of Birra Peja, Peć. As of 31 December 2012, book value of pledged shares amounts to EUR 2,508,182. Long-term financial liabilities of the Group are also pledged by movable and immovable property whose book value as of 31 December 2012 amounts to EUR 34,576,969 and by pledged receivables amounting to EUR 7,420,000. Disclosed value of long-term financial liabilities reflects fair value.
Financial report of the Laško group
And long-term loans of EUR 8,761,459 were paid off. In 2013, long-term loans amounting to EUR
Long-term loans are secured in their entirety by securities, mortgages and pledged property (more detailed information in Short-term financial liabilities).
19. SHORT-TERM OPERATING LIABILITIES
(in EUR) 2012 2011
LAŠKO GROUP
Disclosed value of long-term financial liabilities reflects fair value.
ANNUAL REPORT 2012
On average, interest rate for long-term loans in 2012 amounted from 4.45% to 5.07% fixed or 6-month EURIBOR increased by 3.5 to 4.8 percentage points.
Short-term liabilities to companies in the Group as suppliers
89,693
518,209
Short-term liabilities to other suppliers
21,231,236
19,907,908
Short-term liabilities to others: to employees 3,470,349 4,347,753 to state 8,980,742 9,985,476 Short-term liabilities for advances
485,472
657,435
Other short-term liabilities
3,685,618
1,360,403
Total 37,943,110 36,777,184
As of 31 December 2012, short-term operating liabilities amount to EUR 37,943.110, which is by EUR 1,165,926 more than on the last day of the previous year. Short-term liabilities to the Birra Peja Company as of 31 December 2012 total EUR 5,655,042. Trade liabilities equalling EUR 21,231,236 represent the biggest share (55.69%) among short-term operating liabilities and compared to 2011, trade liabilities increased by EUR 1,323,328.
193
AGE STRUCTURE OF TRADE LIABILITIES
Financial report of the Laško group
(in EUR) 2012 2011
Non-mature 7,139,418 11,436,052 Maturity from 1 to 30 days
2,683,517
1,134,985
Maturity from 31 to 60 days
1,389,466
1,851,613
Maturity from 61 to 90 days
2,419,471
1,508,389
Maturity above 90 days
7,689,057
4,495,078
Total 21,320,929 20,426,117
LAŠKO GROUP
ANNUAL REPORT 2012
20. SHORT-TERM CORPORATE TAX LIABILITIES
(in EUR) 2012 2011
Short-term income tax liabilities
353,494
2,963,742
Totalj 353,494 2,963,742
Short-term corporate liabilities of the Group in 2012 amount to EUR 353,494 and is disclosed by the subsidiaries: Radenska in the amount of EUR 320,848 EUR, Izberi, d. o.o in the amount of EUR 16,085 and Laško Grupa, d. o. o. in the amount of EUR 16,561.
194 21. SHORT-TERM FINANCIAL LIABILITIES
(in EUR) 2012 2011
Short-term part of long-term financial liabilities
54,966,961
102,342,819
Short-term loans obtained from Group companies
2,634,838
2,919,248
Short-term loans obtained from Group companies
1,074
-
Short-term loans obtained from banks
280,066,666
236,696,177
Other long-term liabilities from financing
1,321,474
6,472,087
Total 338,991,013 348,430,331
LAŠKO GROUP
ANNUAL REPORT 2012
120,129,343
25,792,556
335,033,627
Financial report of the Laško group
15,487,500
245,960,363 2,621,758 7,602,219 120,129,343 15,487,500 25,792,556 335,033,627
7,602,219
Total
2,621,758
245,960,363
Short-term loans from banks
First Transfer from Transfer to Repayment and Principal of debt consolidation New loans long-term long-term renewal Balance of debt (in EUR) 1/1/2012 of Birra Peja in 2012 loans loans in 2012 12/31/12
TRENDS OF SHORT-TERM LOANS FROM BANKS
195
Short-term financial liabilities of the Group on the last day of 2012 amounted to EUR 338,991,013 of which the loans from banks represent EUR 335,033,627. Short-term loans from banks decreased by Financial report of the Laško group
EUR 4,005,369 compared to the previous year. In 2012, the Group acquired new loans from banks in the amount of EUR 7,602,219 and repaid loans totalling EUR 25,792,556. On the basis of the agreement with the banks reached in March 2012 with regard to the rescheduling of loans given to Pivovarna Laško and Pivovarna Union most of short-term loans of these two companies mature on 30 March 2013. To secure short-term loans from banks the Group pledged 667,444 shares (100%) of the Delo Company, 4,399,803 shares (86.92%) of Radenska, 440,295 shares (97.60%) of Pivovarna Union, 878,840 shares (23,34%) of Poslovni sistem Mercator, 213,115 shares (6.27%) of Probanka, Maribor, 1,215,000 shares (3.63 %) of Elektro Maribor, 270,648 shares of (1.6 %) Elektro Gorenjska, 645,003 shares (20.6%) of Thermana, Laško and 202,788 shares (79.24 %) of ČZP Večer. Based on the data
ANNUAL REPORT 2012
from individual financial statements where certain shares are valuated according to the historical cost, the book value of the pledged shares as of 31 December 2012 amounts to EUR 354,456,218. A part of the short-term loans is additionally secured by a mortgage and immoveable property and by investment property. As of 31 December 2012, the book value of the pledged immovable and moveable property and investment property amounts to EUR 85,694,943. The loans from the banks are additionally secured by accounts receivable whose value amounted to EUR 12,883,000 and by pledged brands of Pivovarna Union totalling EUR 50,000,000. The value of all unpaid short-term loans secured by shares, a mort-
LAŠKO GROUP
gage, and liens on moveable assets, investment property and accounts receivable amounted to EUR
196
335,033,627 as of 31 December 2012. The Group has no unsecured loans from the banks. The average effective interest rate for the short-term loans ranges as fixed from 4.85 to 6.95% or as variable 1- to 6-month EURIBOR increased by 3.5 to 4.5 percentage points. The disclosed value of short-term financial liabilities reflects fair value.
22. SHORT-TERM ACCRUALS AND DEFERRED INCOME
(In EUR) 2012 2011
Short-term accruals and deferred income
7,463,532
8,433,292
Total 7,463,532 8,433,292
The liabilities related to the guarantee to Nova kreditna banka Maribor amounting to EUR 3,637,650 and the liabilities related to untaken leave equalling EUR 1,739,994 and other short- term deferred revenues of EUR 2,085,888 are disclosed under short-term accruals and deferred income. The liability arising from the guarantee to Nova kreditna banka Maribor is presented in more detail in the financial report of Pivovarna Laško in Note 19 on pages 256 and 257.
23. OPERATING REVENUES AND EXPENSES
Operating revenues and expenses relate to continuing operations, therefore to the companies of the Laško Group excluding Jadranska pivovara in 2012 and excluding the Fructal Group and Jadranska pivovara in 2011. Due to the integration of the Birra Peja group into consolidation, the data of both years cannot be fully comparable.
and services on domestic market
235,462,588
232,246,501
30,696,525
30,331,941
5,163,620
1,453,408
64,215
705,423
Revenues from sale of products and services on foreign market Revenues from sale of materials and merchandise on domestic mark. Revenues from sale of materials and merchandise on foreign market
Total 271,386,948 264,737,273
(in EUR) 2012 2011
Revenues from sale on domestic market
240,626,208
233,699,909
Revenues from sale on foreign market
30,760,740
31,037,364
Total 271,386,948 264,737,273
ANNUAL REPORT 2012
Revenues from sale of products
LAĹ KO GROUP
(in EUR) 2012 2011
Financial report of the LaĹĄko group
23. A. NET SALES REVENUES
Compared to the previous year, net sales revenues increased by EUR 6,649,675 or 2.5%, which is mainly the result of the integration of the Birra Peja group into consolidation. In 2012, the Birra Peja Group generated net sales revenues of EUR 20,353,271. The biggest share of revenues on foreign markets is generated on the markets of former Yugoslavia in particular in Croatia, but also the share of sales on the EU markets has been on the increase.
23. B. OTHER OPERATING REVENUES (INCLUDING OPERATING REVENUES FROM REVALUATION)
Other operating revenues amount to EUR 3,109,745 and compared to the previous year they decreased by EUR 2,388,713. This includes revenues related to the sales of fixed assets, recovery of receivables for which receivable value adjustment was made in previous years, revenues from reversal of long-term provisions and received subsidies.
23. C. OTHER OPERATING REVENUES RELATED TO THE POSITIVE EFFECT OF THE BUSINESS COMBINATION
Upon the integration of the Birra Peja Group into consolidation, positive effect or goodwill was recognised in consolidated profit or loss amounting to EUR 2,534,344.
197
23. D. COSTS AND OTHER OPERATING EXPENSES
ANNUAL REPORT 2012
Financial report of the Laško group
(in EUR) 2012 2011
Costs of sold merchandise (Horeca)
2,066,300
-
Costs of materials, raw materials and merchandise
95,385,012
93,299,604
Costs of services
69,360,358
74,751,595
Depreciation 20,064,199 19,585,979 Revaluation from operating expenses - long-term assets
8,982,599
11,253,951
Revaluation from operating expenses - short-term assets
735,910
566,444
Costs of salaries
37,238,547
36,545,742
Contributions for social security
6,955,433
6,994,618
Other labour costs
6,693,723
5,762,895
Costs of provisions
801,307
298,655
Other operating expenses
6,590,812
5,918,214
Total 254,874,200 254,977,697
Despite the inclusion of the Birra Peja Group whose operating expenses amount to EUR 20,608,884
LAŠKO GROUP
the operating expenses in 2012 remain at the level of the previous year. The costs of services and operating expenses from revaluation of long-term assets decreased. Individual categories of costs cannot be compared with the ones in 2011 because of the changed composition.
23. E. COSTS BY FUNCTIONAL GROUP
198 Year 2012 (in EUR)
Costs of merchandise sold (Horeca) Costs of materials, raw materials and merchandise Stroški storitev Depreciation Operating expenses from revaluation of long-term assets Operating expenses from revaluation of short-term assets Labour costs Costs of provisions Other costs Total
Production Costs of costs of products Sales general and goods sold costs activities Total
-
2,066,300
-
2,066,300
90,443,393 22,701,614 15,647,954
3,234,689 36,139,425 2,005,173
1,706,930 10,519,319 2,411,072
95,385,012 69,360,358 20,064,199
130,257
16,005
8,836,337
8,982,599
3,462 31,951,883 142,151 2,436,463
442,994 8,157,408 64,474 552,754
289,454 10,778,412 594,682 3,601,595
735,910 50,887,703 801,307 6,590,812
163,457,177 52,679,222
38,737,801 254,874,200
Costs of merchandise sold (Horeca) Costs of materials, raw materials and merchandise Stroški storitev Depreciation Operating expenses from revaluation of long-term assets Operating expenses from revaluation of short-term assets Labour costs Costs of provisions Other costs Total
-
746,537
-
746,537
82,468,327 23,131,801 15,457,275
8,946,235 40,775,978 2,051,256
1,138,507 10,843,814 2,077,448
92,553,069 74,751,593 19,585,979
1,838,856
973,817
8,441,278
11,253,951
4,936 32,169,033 74,497 2,512,264
194,721 7,656,702 17,431 627,289
366,787 9,477,521 206,727 2,778,660
566,444 49,303,256 298,655 5,918,213
157,656,989 61,989,966
35,330,742 254,977,697
23. F. FINANCIAL REVENUES AND EXPENSES
(in EUR) 2012 2011
Financial report of the Laško group
and goods sold costs activities Total
ANNUAL REPORT 2012
(in EUR)
Production Costs of costs of products Sales general
LAŠKO GROUP
Year 2011
FINANCIAL REVENUES excluding excghange rate differences
7,470,518
9,547,842
Financial revenues from profit participation
6,712,171
7,373,270
Financial revenues from loans given
480,204
671,111
Financial revenues from operating receivables
255,706
341,183
Financial revenues from the sale of securities
211
1,162,278
22,226
-
(53,914,548)
(49,703,678)
and write offs of financial investments
(33,067,019)
(26,071,300)
Financial expenses from financial liabilities
(20,821,180)
(23,370,461)
Financial expenses from operating liabilities
(26,349)
(261,917)
EXCHANGE RATE differences from financing
(12,178)
(1,156)
Negative exchange rate differences
(14,937)
(1,809)
Positive exchange rate differences
2,759
653
Net financial revenues
(46,456,208)
(40,156,992)
Financial revenues from reversal of impairment of inv. into a subsidiary FINANCIAL EXPENSES excluding excghange rate differences Financial expenses from impairment
Financial expenses exceed financial revenue by EUR 46,456,208. Financial expenses for interest from bank loans amounted to EUR 20,821,180 while financial expenses from impairment of financial investments amounted to EUR 33,067,019.
199
Financial expenses resulting from the impairment of financial investments relate mainly, namely in the amount of EUR 29,001,639, to MELR share impairment. Among other impairments the big-
ANNUAL REPORT 2012
Financial report of the Laško group
gest amount is attributed to the impairment of the Probanka shares equalling EUR 1,342,624 and the impairment of the investment into the Večer Company amounting to EUR 2,390,000 and the impairment of Ceste mostovi Celje totalling EUR 238,355.
24. CORPORATE TAX
(In EUR) 2012 2011
Current tax 2,204,513 1,697,944 Deferred tax
3,951,823
(5,130,688)
Total 6,156,336 (3,432,744)
From continuing operations the Group discloses corporate tax expense amounting to EUR 2,204,513 and deferred tax totalling EUR 3,951,823. From discontinued operations (Jadranska pivovara – Split) deferred tax amounts to EUR 1,968,980 and relates mainly to the conversion of deferred tax receiva-
LAŠKO GROUP
bles formed in previous years due to the impairment to new tax rates.
200
In 2012, positive tax base and consequently tax liabilities are disclosed by the companies: Pivovarna Union, Radenska, Izberi, d. o. o. and Laško Grupa, Zagreb. The tax base of these companies amounts to EUR 12,060,831 and the corporate tax expenses equal EUR 2,204,512. 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 by future taxable revenues. The following companies in the Laško Group generated uncovered tax loss as of 31 December 2012 that will be covered by future taxable income: Pivovarna Laško in the amount of EUR 7,658,340, Jadranska pivovara – Split in the amount of EUR 32,009,171 and Birra Peja in the amount of EUR 4,926,940. The tax base is reduced by tax deductions related to: • Fiscal benefits for research and development; • Fiscal benefits for voluntary supplementary pension insurance; • Fiscal benefits for the employment of disabled persons and • Fiscal benefits deductions 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 a maximum period of five years after the year the tax is levied. The Management Board of the Company is not aware of any circumstances which could represent significant liabilities under this heading. Deferred tax which affects profit or loss is shown in the table titled Trends of long-term receivables for deferred tax (Note 7) and in the table titled Trends of long-term liabilities for deferred tax (Note 7).
25. DISCONTINUED OPERATION
(in EUR) 2012 2011
Discontinued operations Net sales revenues
161,215
58,675,181
Changes in inventories of products and work in progress
-
1,050,201
Capitalised own products and services
-
20,730
Other operating revenues
1,312,310
1,115,289
Costs of goods, materials and services
(785,060)
(46,477,435)
Labour costs
(422,353)
(9,516,038)
long-term and and tangible fixed assets
-
(10,128,560)
Costs of provisions
(196,366)
(84,745)
Erite offs of values
(47,680)
-
Other operating expenses
(471,385)
(690,462)
OPERATING PROFIT OR LOSS
(449,319)
(6,035,839)
Financial revenues
7,915
202,074
Financial expenses
(131,271)
(1,203,069)
PROFIT OR LOSS BEFORE TAX
(572,675)
(7,036,834)
Income tax
-
(1,777,821)
Deferred tax
(1,968,980)
2,109,497
(2,541,655)
(6,705,158)
Net prifit / loss per share
(0.29)
(0.77)
Adjusted net profit / loss per share
(0.29)
(0.77)
Financial report of the Laško group
PROFIT OR LOSS ACCOUNT FROM DISCONTINUED OPERATIONS
Generated profit/loss per share for majority stake from operations
CASH FLOW FROM DISCONTINUED OPERATIONS
(in EUR) 2012 2011
Net cash flow from operations
(383,751)
(182,087)
Net cash flow from investment
480,037
35,171,405
Net cash flow from financing
(295,359)
(23,538,490)
Total net cash flow
(199,073)
11,450,828
In 2011, the Group disclosed the effects of the discontinued operations of the Fructal Group (due to the sales in 2011) and Jadranska pivovara – Split (due to the discontinuance of an operation in accordance with IFRS 5). In 20112, the profit or loss of Jadranska Pivovara is disclosed under the discontinued operations.
LAŠKO GROUP
201
NET PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT
ANNUAL REPORT 2012
Depreciation of intangible
26. EXCHANGE RATE DIFFERENCES
Financial report of the Laško group
Exchange rate differences from operations and financing considered in the Income Statement are as follows: (in EUR) 2012 2011
Exchange rate differences from operations
(1,257)
78,618
Exchange rate differences from financing
(166)
(22,148)
Total net cash flow
(1,423)
56,470
LAŠKO GROUP
ANNUAL REPORT 2012
27. NET LOSS PER SHARE
202
(in EUR) 2012 2011
Total loss of the owners of the majority stake
(32,346,133)
(27,669,598)
Number of all ordinary shares issued
8,747,652
8,747,652
Own shares 19,891 38,079 Weighted number of issued ordinary shares
8,727,761
8,709,573
Net loss per share
(3.71)
(3.18)
Adjusted net loss per share
(3.71)
(3.18)
Net loss per share is calculated by dividing net revenue which belongs to the shareholders by the weighted average number of shares on the market during the year, with the exception of the average number of own shares.
28. CHANGES IN OTHER COMPREHENSIVE INCOME
(in EUR) 2012 2011
Financial assets available for sale
10,431
(1,521,580)
Profit / loss from property revaluation
305,678
6,226,259
Deferred taxes from revaluiation
(1,292,900)
(461,873)
method Mercator (Transfer to IPI)
-
15,882,356
Final consolidation FRAG
474,983
1,335,234
OTHER COMPREHENSIVE INCOME
(501,808)
21,460,396
Other comprehensive income - capital
29. DIVIDEND PER SHARE
The controlling company Pivovarna Laško did not pay out the dividends in 2012 similarly to 2011. The dividends were paid out by the subsidiaries Radenska and Pivovarna Union, The owners of noncontrolling interest of both companies received dividends totalling EUR 368,429.
30. BUSINESS COMBINATIONS – ACQUISITION OF DOMINANT INFLUENCE
change of the Articles of Association with new equity structure. The procedure of ownership transfer was completed with the entry of the Articles into the public register in Kosovo on 18 January 2012 and subsequent transfer of the purchase price from the fiduciary account with Factor banka. With this purchase the ownership share of Pivovarna Union in the Birra Peja Company increased by 39.55% to 57.63% and thus Pivovarna Union became the dominant owner of the subsidiary Birra Peja. Financial statements of the Birra Peja Group are consolidated in the financial statements of the Union Group and consequently in the statements of the Laško Group from 1 January 2012. STATEMENT OF FINANCIAL POSITION OF THE BIRRA PEJA GROUP AT FAIR VALUE AND AT BOOK VALUE ON
Financial report of the Laško group
On 9 January 2012, the General Meeting of shareholders of the Birra Peja Company voted for the
(in EUR) value value
ASSETS Long-term assets 24,718,618 24,718,618 Intangible assets 49,568 49,568 Tangible fixed assets
23,388,835
23,388,835
Long-term financial investments
1,280,215
1,280,215
LAŠKO GROUP
Fair Book
ANNUAL REPORT 2012
THE DAY OB BUSINESS COMBINATION (1 JANUARY 2012)
Short-term assets 5,551,806 5,551,806 Inventories 3,057,992 3,057,992 Short-term financial investments
398,000
398,000
Short-term operating receivables
1,931,474
1,931,474
Cash and cash equivalents
164,340
164,340
Short-termaccruals and prepaid expenditure
17,165
17,165
TOTAL ASSETS 30,287,589 30,287,589 LIABILITIES Provisions and long-term accruals and deferred income
254,872
254,872
Long-term liabilities 5,342,303 5,342,303 Short-term liabilities 22,097,553 22,097,553 Short-term financial liabilities
16,267,510
16,267,510
Short-term operating liabilities
5,830,043
5,830,043
Short-term accruals and deferred income
58,517
58,517
Net assets 2,534,344 2,534,344 Net assets of takeover
2,534,344
-
TOTAL LIABILITIES 30,287,589 30,287,589
203
Accounting for the business combination as of 1 January 2012 is presented in the continuation:
ANNUAL REPORT 2012
Financial report of the Laško group
Fair (in EUR ) value
Fair value of the purchase price to acquire the majority influence (fair value of the option)
-
Fair value of minority stake (42.37%) of Ekrema Lluka in the Birra Peja Group
-
Fair value of till then (39.55%) share of Pivovarna Unionin the Birra Peja Group
-
Fair value of net assets in the Birra Peja Group
2,534,344
Positive effect from a business combination
2,534,344
Positive effect from a business combination was recognised under other operating revenues of the
LAŠKO GROUP
Union Group for 2012. Fair value of the non-controlling interest of Ekrema Lluka in the Birra Peja Group was determined on the basis of the assessment by a certified business valuator conducted for the purpose of financial reporting. The assessment provided with the market value of the owner of the controlling interest and the owner of the non-controlling interest. Discounted cash flow method was applied decreased by net
204
financial debt and increased by potential assets not relevant for the operations. As the purchase price of the business combination, the call option for the purchase of an 18.08% stake then owned by Factor banka is considered. On the day of business combination, the fair value of the option equalled zero and consequently it means that the fair value of the purchase price is treated the same way. The sales revenues of the Union Group in 2012 include the sales revenues related to the sale of the Birra Peja Group amounting to EUR 20,143,899. And the effect of the Birra Peja group in net profit or loss of the Union Group in 2012 amounts to EUR 1,881,503, which can be divided to EUR -652,841 of net loss of the Birra Peja Group in 2012 and EUR 2,534,344 of positive effect as a result of the business combination.
4.4.6 FINANCIAL INSTRUMENTS AND RISKS 31. FINANCIAL RISKS
31. 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. Therefore, we constantly monitor receivables by business partner and maturity and with collection, reminders and charging interest on arrears and also with the recovery through enforcement of judicial decisions we contribute to better payment discipline of our buyers. The Laško Group manages the credit risk also
by securing receivables on foreign markets. Receivables from more risky partners on the domestic and foreign markets are additionally secured by bank guarantees and mortgages. When such security can increased and increased risk is also expected in 2013. At the end of 2012, even the payment discipline of our major buyers worsened, which caused additional liquidity problems. It is believed that there is a considerable risk of spreading late-payment culture also in 2013, which is the result of the financial crisis in all the segments of the economy. MATURITY OF TRADE RECEIVABLES
(in EUR) 2012 2011
Financial report of the LaĹĄko group
not be provided with certainty, business is conducted on the basis of advances. In 2012, the credit risk
10,943,218
4,285,558
Maturity from 31 to 60 days
2,511,940
2,071,141
Maturity from 61 to 90 days
3,065,674
1,252,718
Maturity over 90 days
7,850,076
6,475,333
Balance as of 31 December
49,845,207
49,879,884
Compared to the last day of 2011, the balance of trade receivables did not change considerably despite the integration of the Birra Peja Group into consolidation. Receivables of the Birra Peja Group as of 31 December 2012 amount to EUR 1,811,036. As concerns their maturity, 51.1% of all these receivables
LAĹ KO GROUP
Maturity from 1 to 30 days
ANNUAL REPORT 2012
Non-maturity 25,474,299 35,795,134
have not matured yet. Most of matured receivables are in the group of maturity up to 30 days, namely 21.9% of all of them. A legal action was started against most of receivables with maturity exceeding 90 days and value adjustments were formed charged to profit or loss. Detailed monitoring of receivables that have matured still enables credit risk management. The Group received guarantees amounting to EUR 7,792,500 for trade receivables.
31. B. LIQUIDITY RISK
With regard to financial risks, monitoring liquidity risk which means the risk of loss due to shortterm and long-term insolvency is of particular significance. To avoid problems with the current liquidity, the Company manages the liquidity risk, drafts and implements a policy of regular liquidity management including the plans of cash outflows and sufficient inflows. It is difficult for the Group to manage the liquidity risks through suitable credit lines for the short-term management 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. In addition, all loans from the banks 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. On the last day of 2012, the Group disclosed a surplus of short-term liabilities over short-term assets amounting to EUR 181,001,915. The coefficient calculated as the ratio between the short-term assets and short-term liabilities equals 0.53, which results in a high degree of liquidity risk.
205
In accordance with the adopted five-year strategy of operations of the Laško Group, procedures for the sale of all non-strategic investments began to intensify already in 2010. Procedures for the sale of Financial report of the Laško group
a 79.25% stake in the newspaper company Večer, an 80.83% stake in the Delo Company and a 23.34% stake in Poslovni sistem Mercator, and all other investments and property not required for business were implemented in 2012. At the same time, the management discusses comprehensive solutions with the creditor banks with regard to long-term rescheduling of all our liabilities. Until the sales of individual investments are successfully completed, the Laško will have serious liquidity problems that can only be solved by an agreement with the banks (acting as creditors and also as important owners of the Company). If the sale of property fails, the only possible solution to the liquidity problem is to acquire new sustainable sources (capital injection). Within the strategic measures of financial restructuring there will be negotiations held with the banks concerning the rescheduling of loans in the long run. The one-year agreement on the rescheduling of loans concluded with the banks
LAŠKO GROUP
ANNUAL REPORT 2012
in May 2012 expires on 31 March 2013. More detailed information is provided in the business report on page 99. The activities aiming at the agreement on debt rescheduling are performed on a daily basis whereas no agreements have been reached concerning the acquisition of new sustainable resources. The results of the Company’s operations are good and positive; however, due to negative financing cash flow being the result of high interest expenses and the impairment of financial investments the Company has been disclosing loss for several successive years. AGE STRUCTURE OF TRADE PAYABLES
(in EUR) 2012 2011
Non-maturity 7,139,418 11,436,052
206
Maturity from 1 to 30 days
2,683,517
1,134,985
Maturity from 31 to 60 days
1,389,466
1,851,613
Maturity from 61 to 90 days
2,419,471
1,508,389
Maturity over 90 days
7,689,057
4,495,078
Total 21,320,929 20,426,117
MATURITY OF SHORT-TERM FINANCIAL LIABILITIES TO THE BANKS
(in EUR) 2013
January- March
283,832,002
April - June
26,007,577
July - September
9,830,798
October - December
14,612,622
Total 334,282,999
MATURITY OF LONG-TERM FINANCIAL LIABILITIES TO THE BANKS
2,727,869
4,323,172
Maturity from 2 to 4 years
12,944,872
10,644,549
Maturity from 1 to 2 years
10,331,702
25,524,478
Short-term part of long-term financial liabilities
51,018,746
102,342,818
Total 77,023,189 142,835,017
31. C. INTEREST RATE RISK
Interest rate risk of the Company arises from long-term and short-term financial obligations. Due to financial obligations, the Group is exposed to interest rate risk of cash flow. Interest rate risk represents a possible change in the interest rate on the financial market, mainly due to taking out loans linked to a variable interest rate (EURIBOR). From the end of 2011, a decreasing tendency of EURIBOR can be observed, which had a positive impact on loan charges linked to a variable interest rate (EURIBOR). Financing under variable interest rate conditions represents one third of all Company financing while
ANNUAL REPORT 2012
Maturity from 4 to 6 years
Financial report of the Laško group
(in EUR) 2012 2011
posure to interest rate risk in 2012 is (like in 2011) still moderate and manageable. Average interest Difference (in EUR)
Interese level rate in %
Actual interest expenses Expenses in the case of increase in int. rate by 1% Expenses in the case of decrease in int. rate by 1 % Expenses in the case of increase in int. rate by 1,5 % Expenses in the case of decrease in int. rate by 1,5 %
20,821,180 24,593,133 17,049,227 26,479,109 15,163,251
5.52 6.52 4.52 7.02 4.02
LAŠKO GROUP
the other two thirds represents loans with a fixed interest rate. It is estimated that the Company’s ex-
in interest
3,771,953 (3,771,953) 5,657,929 (5,657,929)
If the average interest rate increased by 1%, and the indebtedness remained at the same level, expenses would increase by EUR 3,717,953 and in the case of 1.5% increase in the average interest rate, expenses would increase by EUR 5,657,929. If the average interest rate decreased by 1%, and the indebtedness remained at the same level, finance expenses would decrease by EUR 3,717,953 and in the case of 1.5% decrease in the average interest rate, finance expenses would increase by EUR 5,657,929.
31. D. PRICE RISK
The Company is exposed to price risks on the downstream and on the upstream side. On the downstream side, a risk is the increase of retail prices compared to the dropping purchasing power of the population. The retail prices are also affected by the trade margin, the level of excise duty and value added tax. With regard to the situation in the country, there is a potential risk of increasing excise duty on alcohol and alcoholic beverages – beer, the introduction of excise duty on sweet drinks
207
and increased rate of value-added tax. All these risks can result in increased retail prices. This increase can cause a shift of focus of consumers to cheaper products, the substitutes of our products (e.g.: shift
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
from beer to wine since there is no excise duty on wine and is thus relatively cheaper) or a shift to shopping abroad where these duties are lower. Each drop in sales of the beer on the domestic market by 1% represents the decrease in revenues by EUR 560,000 compared to the revenues in 2012. The Company has no influence on this risk regarded as relevant. Risks on the upstream side due to the exposure to the prices of input materials that depend on the individual harvest of barley, maize and hops are assessed as moderate since the impact is slightly reduced by globalisation. However, global inflation pressures of oil, poor harvests, climate changes, currency fluctuations and similar could gain in importance. The risks are minimised by including all the adequate suppliers into the supply chains within the Laško Group and thus ensure optimal prices and undisturbed supply.
31. E. FOREIGN EXCHANGE RISK
Foreign exchange risk is insignificant since the majority of contracts concluded by the Company with the suppliers is expressed in EUR and therefore the changes in exchange rates have little or no direct effect on our prices. The same applies to our products that are invoiced in EUR.
31. F. EQUITY MANAGEMENT
The main purpose of the management of the Group’s equity is to to ensure, as far as possible, credit rating and capital adequacy to finance the operations and to maximise the value for the owners.
208 Calculation of the ratio between net financial liabilities and equity (gearing ratio): (in EUR) 2012 2011
Financial liabilities 365,084,895 388,962,339 Cash 2,188,615 21,503,764 Net financial liabilities
362,896,280
367,458,575
Capital 92,665,202 125,473,457 Gearing ratio (in %)
391.62
292.86
The ratio between net financial liabilities and equity indicates that the Group is overindebted.
31. G. RISK OF A CHANGE IN FAIR VALUE OF THE FINANCIAL INSTRUMENTS
The risk of changes in fair value of financial investments, tangible fixed assets and investment property is undoubtedly also an important financial risk. In should be highlighted that financial investments are increasingly difficult to sell at desirable prices compared to the purchase price a few years ago when most of them were acquired. The risk can be observed in the segment of financial expenses where financial expenses from the impairment and write-offs of financial investments are presented. There is a considerable risk that also in 2013 impairments will be necessary as a result of the drop in stock exchange prices in general and not only in Slovenia owing to the ongoing market turmoil and a
lack of liquidity of the entire economy. It is estimated that the biggest risk of impairment is attributable to our investment in Mercator since the general financial and economic crises also affects the segment
cial expenses.
Fair value Differ.-impact on Differ.-impact on
(in EUR)
as of Differ.-impact on
Revaluation
31/12/2012 value DFN
deferred tax
surplus
liability
Market value of MELR as of 31/12/2012 100,187,760 - - Increase in price by 20 % Decrease in price by 20 %
120,225,312
20,037,552
16,030,042
4,007,510
80,150,208
(20,037,552)
(16,030,042)
(4,007,510)
Increase in price by 5 %
105,197,148
5,009,388
4,007,510
1,001,878
Decrease in price by 5 %
95,178,372
(5,009,388)
(4,007,510)
(1,001,878)
FINANCIAL ASSETS AVAILABLE FOR SALE AND MEASURED AT FAIR VALUE AS OF 31 DECEMBER
ANNUAL REPORT 2012
2012, the Group booked impairment and write-offs of investments totalling EUR 33.1 million of finan-
Financial report of the Laško group
of population and this is consequently reflected in the operations of the biggest trading company. In
Level 1 100,187,760 129,487,600 Level 2 8,442,392 9,785,017 Level 3 9,800,000 8,190,000 Total 118,430,152 147,462,617
4.4.7 REPORTING BY SEGMENTS 32. REPORTING BY SEGMENTS
32. A. BUSINESS SEGMENTS
Business segments are divided into four parts and are presented separately for the segments of beer, other drinks, newspaper and publishing activities and other activities. The other segment contains 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 as of 31 December 2012 that the Group assumed for the financing of investments (also including the loans granted to the companies Center Naložbe and Infond Holding the value of which was completely impaired in 2009 following the non-settlement of financial liabilities).
LAŠKO GROUP
(in EUR) 2012 2011
209
Financial report of the LaĹĄko group
Newspaper & Year 2012 Other publishing (in EUR) Beer beverages activity
Other
Total
Net sales revenues by segments
152,634,930 59,427,001 50,082,894 9,242,123 271,386,948
Net sales revenues
152,634,930
59,427,001
50,082,894
9,242,123 271,386,948
27,253,762
299,552
(7,839,801)
2,502,668
Operating profit /loss
22,216,181
Financial expenses (net) (46,456,208) Profit / loss before taxes (24,240,027) Tax (6,156,336) Profit or loss
LAĹ KO GROUP
ANNUAL REPORT 2012
of the accounting period (30,396,363)
210
Assets by segments
187,344,704 75,552,731 36,187,829 137,483,672 436,568,936
Brands
46,460,507 - 10,188,094 - 56,648,601
Good will
17,197,380 - - - 17,197,380
Liabilities by segments
212,678,767 45,133,683 52,487,125 117,506,455 427,806,030
Investments
5,009,862 4,394,560 1,020,743 772,992 11,198,157
Depreciation
12,702,178 4,285,652 2,894,212 182,157 20,064,199
Newspaper & Year 2011 Other publishing (in EUR) Beer beverages activity
Other
Total
Net sales revenues by segments
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)
Operating profit /loss
15,923,108
Financial expenses (net) (40,156,994) Profit / loss before taxes (24,233,886) Tax 3,432,744 Profit or loss of the accounting period (20,801,142) Assets by segments
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
Good will
17,197,380 - - - 17,197,380
Liabilities by segments 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
Revaluation from operating expenses and provisions 5,480,557 265,288 6,074,550 298,655 12,119,050 Sales by geographic segments are disclosed under Note 32. B.
32. B. GEOGRAPHICAL SEGMENTS
Net sales revenues Slovenia 240,626,209 233,699,908 Foreign market 30,760,739 31,037,365 Total 271,386,948 264,737,273 Assets Slovenia 392,976,853 460,740,784 Foreign market 43,592,083 26,606,693
Financial report of the Laško group
(in EUR) 2012 2011
17,197,380
17,197,380
Total 510,414,917 569,683,289 Investments Slovenia 10,139,686 11,219,257 Foreign market
1,058,471
-
Total 11,198,157 11,219,257
LAŠKO GROUP
Good will (Slovenia)
ANNUAL REPORT 2012
Brands (Slovenia) 56,648,601 65,138,432
Net sales revenues on foreign markets were mainly realised on the markets of former Yugoslavia and the assets on foreign markets mainly relate to the assets on the markets of former Yugoslavia.
4.4.8 RELATIONS WITH THE RELATED PARTIES 33. TRANSACTIONS WITH THE RELATED PARTIES
33. A. SALE TO THE ASSOCIATED COMPANIES
(in EUR) 2012 2011
Subsidiary companies
248,499
5,228
Other related parties
9,000
4,206,468
Total 257,499 4,211,696
33. B. PURCHASE FROM THE RELATED COMPANIES
(in EUR) 2012 2011
Subsidiary companies 566,813 327,161 Other related parties
446,727
1,392,507
Total 1,013,540 1,719,668
211
33. C. OPERATING RECEIVABLES AND LIABILITIES – RELATED COMPANIES
LAŠKO GROUP
ANNUAL REPORT 2012
Financial report of the Laško group
(in EUR) 2012 2011
212
Operating receivables from related companies Subsidiary companies
-
200
Other related parties
-
1,822,348
Total
- 1,822,548
Operating liabilities to related companies Subsidiary companies 63,627 23,422 Other related parties
39,045
76,215
Total 102,672 99,637
33. D. LOANS RECEIVED FROM THE COMPANIES OF THE LAŠKO GROUP
(in EUR) 2012 2011
Other related parties
50,977
49,526
Total 50,977 49,526
33. E. FINANCIAL REVENUES OF THE COMPANIES IN THE LAŠKO GROUP
(in EUR) 2012 2011
Subsidiary companies
-
13,118
Total
- 13,118
33. F. FINANCIAL EXPENSES FOR THE COMPANIES OF THE LAŠKO GROUP
(in EUR) 2012 2011
Other related parties
1,451
4,091
Total 1,451 4,091
33. G. GUARANTEES GIVEN TO ASSOCIATED COMPANIES
(in EUR) 2012 2011
Subsidiaries 2,000,000
-
Total 2,000,000
-
4.4.9 REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPER-
(in EUR) 2012 2011
MANAGEMENT Fixed part of the remuneration
1,383,515
1,431,006
Other receipts (bonuses)
66,132
63,869
Jubilee awards 2,060 2,044 Severance payment
142,841
-
Total 1,594,548 1,496,919
(in EUR)
Fixed part Other of the remuneration Jubilee Sever. remuneration (bonuses) awards payment
Total
ANNUAL REPORT 2012
The Group is managed by the management boards and supervisory boards whose remuneration is presented in the tables below:
Financial report of the Laško group
VISORY BOARD AND OF THOSE WITH INDIVIDUAL EMPLOYMENT CONTRACTS
Dušan Zorko
253,875 11,762 - - 265,637
Milan Hojnik
134,972 4,460 - - 139,432
Mira Močnik
84,227 3,267 - - 87,494
Sebastjan Gergeta
27,720 - - - 27,720
Boris Matijaščić
80,975 - - - 80,975
Zlatko Bebić
51,318 - - - 51,318
Jurij Giacomelli
84,480
Marjeta Zevnik Irma Gubanec
141,000
7,670 426
- 129,000 221,150 2,060
-
143,486
34,560 964 - - 35,524
Mirjam Hočevar
156,000 12,703 - - 168,703
Gorazd Lukman
156,000 10,855 - - 166,855
Zvone Murgelj Matej Oset Bogdan Romih Total
27,280 7,315
- 13,841 48,436
123,000 6,388 - - 129,388 28,108 322 - - 28,430 1,383,515
66,132
2,060
142,841
1,594,548
(in EUR) 2012 2011
INDIVIDUAL EMPLOYMENT CONTRACTS Fixed part of the remuneration
3,342,996
3,523,669
Other receipts (bonuses)
152,479
202,675
Managementn and other contracts
-
3,000
Variable part (stimulation)
85,274
197,080
Jubilee awards 2,919 4,661 Severance payment
36,321
-
Total 3,619,989 3,931,085
LAŠKO GROUP
MANEGEMENT
213
(in EUR) 2012 2011
ANNUAL REPORT 2012
Financial report of the Laško group
AUDIT COMMITTEE OF THE SUPERVISORY BOARD Meeting expenses
12,902
1,732
Total 12,902 1,732
(in EUR) 2012 2011
AUDIT COMMITTEE OF THE SUPERVISORY BOARD Peter Groznik
5,435
698
Bojan Cizej
3,770
-
Igor Teslić
3,697
-
Marko Koleša
-
539
Bojan Košak
-
495
Total 12,902 1,732
LAŠKO GROUP
(in EUR) 2012 2011
PERSONNEL COMMITTEE OF THE SUPERVISORY BOARD Meeting expenses
13,965
Total 13,965
-
214 (in EUR) 2012 2011
PERSONNEL COMMITTEE OF THE SUPERVISORY BOARD Borut Jamnik
5,655
-
Borut Bratina
4,155
-
Dragica Čepin
4,155
-
Total 13,965
-
(in EUR) 2012 2011
MANAGEMENT BOARD OF BIRRA PEJA Meeting expenses
18,000
Total 18,000
-
(in EUR) 2012 2011
Fatmir Gashi
6,000
-
Mirjam Hočevar
6,000
-
Ekrem Lluka
6,000
-
Total 18,000
-
(in EUR) 2012 2011
MEMBERS OF SUPERVISORY BOARDS
Financial report of the Laško group
MANAGEMENT BOARD OF BIRRA PEJA
19,889
3,736
Bojan Cizej
34,695
8,022
Dragica Čepin 46,878 13,682 Jure Flerin 8,878 5,419 Peter Groznik 41,600 13,381 Mirjam Hočevar
13,925
7,001
Borut Jamnik
19,045
3,763
Andrej Kebe 1,500 8,652 Bojan Košak 1,500 7,320 Franko Lipičar
15,125
4,173
Marjan Mačkošek 2,500 9,048
LAŠKO GROUP
Borut Bratina
ANNUAL REPORT 2012
IN THE COMPANIES OF THE LAŠKO GROUP
Vladimir Malenković 44,539 16,335 Primož Mlekuš
13,420
1,192
Dominik Omar
13,925
4,173
Terezija Peterka
14,020
8,106
Branimir Piano 8,878 5,419 Robert Šega
11,227
6,194
Pavel Teršek
13,650
2,044
Marjeta Zevnik
5,866
12,426
Lilijana Ipavec
-
667
Anton Medvešek
-
2,384
Iztok Počkaj Vilijam
-
667
Janko Remic
-
1,703
Franc Rojnik
-
1,703
Aleksander Svetlešek
-
4,000
Anton Turnšek
-
6,796
Total 331,060 158,006
4.4.10 POTENTIAL LIABILITIES AND POTENTIAL ASSETS COMFORT LETTER
Among the contingent liabilities there is the potential liability arising from the comfort letter to Perutnina Ptuj signed by the former Director of Pivovarna Laško, Mr Boško Šrot, in January 2009. With this letter the controlling company Pivovarna Laško guarantees Perutnina Ptuj the satisfaction of obligations in the amount of EUR 20 million together with interest. Potential liabilities of the Group
215
were not disclosed in accordance with IFRS in the annual report for the year to 31 December 2008. On 20 November 2009, Perutnina Ptuj submitted a request to Pivovarno Laško for repayment of EUR Financial report of the Laško group
11,600,120. The said amount regards loans made by Perutnina Ptuj to Center naložbe and Infond Holding on the basis of a signed comfort letter. With the aid of legal experts the Group 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 financial statements. On 15 February 2011, Pivovarna Laško received a lawsuit from the District Court in Celje in connection to the comfort letter which Mr. Boško Šrot as the Director of the Company supposedly signed on 10 January 2009. In the lawsuit, the plaintiff Perutnina Ptuj demands a payment of EUR 10,116,489 with the legally prescribed default interest from 1 January 2010 onwards until payment. Pivovarna
ANNUAL REPORT 2012
Laško has filed an appeal against the lawsuit in court. DENACIONALISATION IN RADENSKA
On 20 December 2010, the beneficiaries Michael Wiesler and Barbara Purre-Wies (grandchildren of Dr Anton Šarič) filed a motion for the return of assets pursuant to the Enforcement of Criminal Sanctions Act (ZIKS) that had been nationalised and taken away from Anton Šarič with a court decision. The beneficiaries assessed the value to be EUR 14.5 million. In addition, they are enforcing the return
LAŠKO GROUP
of 12 brands of Radenska, Radenci, and payment of damages for the right to the mineral water and land on which the mineral water springs are located. On 23 December 2010, the 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 beneficiaries in accordance with the Enforcement of Criminal Sanctions Act. Notices of dispute have also been placed on several brands of Radenska at the Slovenian Intellectual Property Office. A long-lasting procedure of the settlement of claims can be expected that can
216
significantly impact the operations of the subsidiary, Radenska, and the Laško Group. LAWSUIT DUE TO ALLEGED VIOLATION OF THE TAKEOVER LEGISLATION (MERCATOR)
Pivovarna Union together with the other defendants (Pivovarna Laško, Radenska, and Infond Holding currently undergoing bankruptcy) received a demand for payment of various damage claims (totalling EUR 408,218.05) from 28 plaintiffs due to the alleged violation of takeover legislation, supposed reconciliation of operations and supposed attainment of the takeover threshold from individual shareholders. The court fixed a date of a hearing on 9 November 2011 in the matter case ref. No. V Pg 1490/2010 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 test case although after having obtained access to the file it was established that the court had not issued a decision on the execution of a test case. 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 halted the procedure through a decision and ordered the plaintiffs to pay the legal costs thereof. LAWSUIT BY ERA GOOD
On 13 January 2012, the Group received a lawsuit from the plaintiff Era Good against the defendants Pivovarna Laško, Pivovarna Union, and Radenska regarding the payment of compensation in the total amount of EUR 958,356.00 (Pivovarna Laško EUR 509,749.55, Pivovarna Union EUR 348,458.24 and Radenska EUR 100,148.21) together with default interest. The defendant in its lawsuit asserts that the rebate policy established by the Laško Group constitutes an abuse of its dominant position under the 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 District court in Ljubljana issued a decision on 3 July 2012 by which the
Court dismissed the appellant’s action seeking damages. The applicant brought a complaint against the decision to which all the defendants responded on 26 October 2012. The High Court has not yet
With regard to the holiday accommodation capacities in Croatia (holiday Centre in Ičići and holiday apartments in Barbariga) the activities for their entry into the land registry are in progress. Pivovarna Laško is entered into the land registry as the owner. In the process of the ownership transformation the value of this property was valued at zero due to the uncertain situation in relation to the property in the republics of former Yugoslavia and this value was included into the opening balance. The D.S.U Company that should have issued a certificate during this process allowing Pivovarna Laško to be entered as successor holds the view that the said property had not been the subject of the privatisation. Legal opinions are currently being acquired. Moreover, there is likelihood that in the course of arranging mutual relations with D.S.U. certain obligations may arise for Pivovarna Laško. When regulating, D.S.U. will need to take into consideration the actual state of property and the value of our investments. The initial value of this property will need to be determined that will serve as the basis in negotiations (or court proceedings against D.S.U.).
4.4.11 COSTS OF THE AUDITOR The costs of the audit of the Laško Group performed by the audit firm Deloitte revizija, d. o. o., for 2012 totalled EUR 109,700.
ANNUAL REPORT 2012
PACITIES IN CROATIA
LAŠKO GROUP
ADJUSTMENT OF LAND REGISTRY OR LEGAL SITUATION CONCERNING THE HOLIDAJ ACCOMODATION CA-
Financial report of the Laško group
taken the decision.
217 4.4.12 UNDERLYING TRANSACTIONS AFTER THE REPORTING DATE Transactions after the end of the financial year in the Laško Group are described on page 112 of the annual report, Chapter 2.13. After the end of the financial year there were no significant transactions that would affect the non-consolidated financial statements.
218 LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
12345
Financial report of Pivovarna Laško, d. d.
5.1
Statement of the Management
220
5.2
Auditor’s report
222
5.3
Audited non-consolidated financial statements of Pivovarna Laško, d. d.
225
5.3.1
Statement of financial position
225
5.3.2
Profit or loss account
227
5.3.3
Statement of other comprehensive income
228
5.3.4 Statement of changes in equity in 2012
5.3.5
5.3.6 Statement of cash flows
233
5.3.7
Loss relief of the financial year
234
5.4
Notes to non-consolidated financial statements
235
5.4.1
General data
235
5.4.2 Disclosure of compliance with IFRS
235
5.4.3 Use of new and renewed IFRS and explanatory notes of OPIFRS
235
5.4.4 Significant accounting policies
237
5.4.5 Notes to individual items of the financial statements
247
5.4.6 Financial instruments and risks
283
5.4.7 Relations with the related parties
288
5.4.8 Remuneration of the members of the Management Board and Supervisory
Statement of changes in equity in 2011
Board and those with individual contracts of employment
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Contents
229 231
292
5.4.9 Potential liabilities and potential assets
294
5.4.10 Costs of the auditor
295
5.4.11 Underlying transactions after the reporting date
295
219
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.1 Statement of the Management
ANNUAL REPORT 2012
The Management Board of the Pivovarna Laško Company 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 presentation of the financial position and the results of operations of the Company in accordance with the International Financial Reporting Standards as adopted by the European Union and with the Companies Act. The Management Board of Pivovarna Laško d.d. confirms the Business Report and Financial State-
LAŠKO GROUP
ments with explanatory notes for the year ended 31 December 2012 and declares: • that the financial statements have been prepared under the assumption that Pivovarna Laško, d. d. is a going concern; • that appropriate accounting policies were consistently applied and that any changes thereof have
220
been disclosed; • that 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 the maintenance of the value of the assets of the Company and for the prevention of fraud and other irregularities and their detection.
Laško, 4 March 2013
Dušan Zorko, MSc
Chairman of the Manag. Board
Marjeta Zevnik
Management Board member
Mirjam Hočevar
Management Board member
Gorazd Lukman
Management Board member
Matej Oset
Management Board member
222 LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.2
Auditor’s report
223
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
224 LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.3
ANNUAL REPORT 2012
Audited non-consolidated financial statements of Pivovarna Laško, d. d. for the financial year 2012 in accordance with IFRS AS OF 31 DECEMBER 2012 (in EUR)
Note 2012 2011
LAŠKO GROUP
5.3.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D.,
ASSETS
225 Non-current assets 307,543,188 320,277,999 Intangible fixed assets
1
1,231,781
1,395,064
Tangible fixed assets
2
46,237,123
49,161,657
Investment property
3 5,652,938 6,538,066
Long-term financial investments in the subsidiaries 4.A Available-for-sale financial assets
4.C
237,715,141
245,016,537
241,655
241,655
Long-term loans
5
404
3,310
Long-term finance lease receivable
6
590,416
751,266
Long-term deferred tax receivables
7
15,873,730
17,170,444
accruals and prepaid expenditure
72,876,802
85,159,806
4,408,589
4,408,589
Short-term assets excluding short-term Non-current assets held for sale
8
Inventories
9 7,818,899 8,544,047
Short-term operating receivables
10.A
19,282,071
20,735,181
Financial assets available for sale
11
37,909,041
50,026,401
Short-term loans
12 3,162,738 1,105,738
Cash and cash equivalents
13
295,464
339,850
Short-term accruals and prepaid expenditure
14
-
49,527
Total short-term assets
72,876,802
85,209,333
TOTAL ASSETS 380,419,990 405,487,332
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.3.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D., AS OF 31 DECEMBER 2012 (continuation) (in EUR)
Note 2012 2011
EQUITY 91,534,436 109,365,419 Capital
15 91,534,436 109,365,419
Share capital 36,503,305 36,503,305 Capital reserves 47,256,606 64,675,034 Profit reserves 3,789,369 3,907,178 Revaluation surplus 3,985,156 4,279,902 LIABILITIES 288,885,554 296,121,913 Provisions and long-term accruals and deferred income
16
1,349,459
1,421,397
and jubilee awards
16.A
1,259,169
1,088,909
Long-term accruals and deferred income
16.B
90,290
332,488
Short-term liabilities
2,814,670
25,289,353
Short-term operating liabilities
17
2,814,670
25,289,353
18
279,969,563
263,928,111
Provisions for severance payments
Short-term liabilities excluding short-term
226
accruals and deferred income Short-term operating liabilities
18.A
20,840,233
21,177,290
Short-term financial liabilities
18.C
259,129,330
242,750,821
19
4,751,862
5,483,052
Total short-term liabilities
284,721,425
269,411,163
Short-term accruals and deferred income
TOTAL LIABILITIES 380,419,990 405,487,332
Accounting policies and notes form an integral part of these financial statements and should be read in accordance them.
Net sales revenues
Note 2012 2011
20.A, B.
88,960,946
of products and work in progress
94,314,248
Changes in vaues of inventories (542,453)
137,035
Other operating revenues
20.C
979,573
2,538,249
Costs of goods, materials and services
20.D
(61,972,847)
(65,869,989)
Labour costs
20.D (11,015,764) (10,638,357)
Depreciation of intangible and tangible fixed assets
20.D
(4,943,657)
(6,294,430)
Operating expenses from revaluation
20.D
(666,771)
(1,672,108)
Provisions
20.D (262,006) (61,137)
Other operating expenses
20.F
(1,846,530)
(1,734,344)
OPERATING PROFIT OR LOSS
8,690,491
10,719,167
Financial revenues
21 9,535,307 3,981,229
Financial expenses
21 (34,009,554) (31,073,148)
PROFIT OR LOSS BEFORE TAX
(15,783,756)
(16,372,752)
Taxes 305,471 2,528,474 NET OPERATING PROFIT/LOSS FOR THE ACCOUNTING PERIOD FROM RETAINED OPERATING PROFIT
(15,478,285)
LAŠKO GROUP
(in EUR)
ANNUAL REPORT 2012
1 JANUARY – 31 DECEMBER 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.3.2 PROFIT AND LOSS ACCOUNT OF PIVOVARNA LAŠKO, D. D., FOR THE PERIOD
(13,844,278)
227 Discontinued operations NET OPERATING PROFIT OR LOSS OF THE ACCOUNTING PERIOD FROM DISCONTINUED OPERATIONS
(3,031,980)
(1,683,990)
TOTAL NET OPERATING PROFIT OR LOSS OF THE ACCOUNTING PERIOD (18,510,265) (15,528,268) Net loss per share from retained operations Net loss per share
24
(1.7695)
(1.5828)
Adjusted net loss per share
24
(1.7695)
(1.5828)
Net loss per share
24
(0.3466)
(0.1925)
Adjusted net loss per share
24
(0.3466)
(0.1925)
Net loss per share
24
(2.1161)
(1.7753)
Adjusted net loss per share
24
(2.1161)
(1.7753)
Net loss per share from discontinued operations
Net loss per share
Accounting policies and notes form an integral part of these financial statements and should be read in accordance them.
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.3.3 STATEMENT OF OTHER COMPREHENSIVE INCOME OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012 (in EUR)
Note 2012 2011
Net operating profit or loss of the accounting period
(18,510,265)
(15,528,268)
OTHER COMPREHENSIVE INCOME Financial assets available for sale
25
(3,345)
909,524
Profit / (loss) from property revaluation
25
201,543
(115,944)
Deferred tax from revaluation
25
366,796
(67,907)
OTHER COMPREHENSIVE INCOMES
564,994
725,673
TOTAL COMPREHENSIVE INCOME
(17,945,271)
(14,802,595)
Total comprehensive income per share
(2.0515)
(1.6923)
Adjusted total comprehensive income per share
(2.0515)
(1.6923)
LAŠKO GROUP
Accounting policies and notes form an integral part of these financial statements and should be read
228
in accordance them.
36,503,305 64,675,034
3,650,331
265,166
(8,319)
-
3,907,178
-
-
4,279,902 109,365,419
-
Total transaction with owners
-
- -
- -
-
- -
142,459 8,319
8,319
142,459 -
- -
-
-
-
8,319
142,459
income in 2012
Total changes in comprehensive
of comprehensive income
Taxes related to ind. items
investmment revaluation
Surplus from financial
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
- - - - - - - - (18,510,265) 564,994 (17,945,271)
- - - - - - - - - 366,796 366,796
- - - - - - - - - (3,345) (3,345)
Surplus from revaluation of TFA - - - - - - - - - 201,543 201,543
Net profit/loss of the financial year - - - - - - - - (18,510,265) - (18,510,265)
Changes in comprehensive income
-
Financial assets available for sale
Increase in own shares (stakes) - - - - (134,140) - (134,140) - - - (134,140)
Transactions with owners
as of 1 January 2011
OPENING BALANCE
Other Net operating Share Capital Legal Reserves for Own reserves Total reserves profit/loss from Net Surplus from TOTAL (in EUR) capital reserves reserves own shares shares from profit from profit previous years profit/loss revaluation CAPITAL
5.3.4 STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012
229
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
105,969
-
-
-
105,969
36,503,305 47,256,606
3,650,331
139,038
(126,128)
-
-
-
-
3,789,369
(126,128)
Accounting policies and notes form an integral part of these financial statements and should be read in accordance them.
as of 31 December 2012
CLOSING BALANCE
-
-
-
-
18,510,265
105,969
3,985,156 91,534,436
(859,740)
- (17,418,428)
232,097
- - - - - - - 859,740 - (859,740) -
-
Total changes in capital
(126,128)
Other
-
-
-
- (17,418,428) - - - (232,097) (232,097) (859,740) 18,510,265 - -
for own shares (stakes)
Absorption of reserves
Loss relief
Changes in equity
Other Net operating Share Capital Legal Reserves for Own reserves Total reserves profit/loss from Net Surplus from TOTAL (in EUR) capital reserves reserves own shares shares from profit from profit previous years profit/loss revaluation CAPITAL
(continuation)
5.3.4 STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2012
230
36,503,305 79,811,653
3,650,331
660,564
(12,068)
-
4,298,827
-
-
3,554,230 124,168,015
- - - - 3,749 (3,749) - - - - -
Total transaction with owners
- - - - - - - - - (67,907) (67,907)
- - - - - - - - - 909,524 909,524
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
in comprehensive income in 2011 - - - - - - - - (15,528,268) 725,672 (14,802,596)
Total changes
of comprehensive income
Taxes related to ind. items
investmment revaluation
Surplus from financial
Surplus from revaluation of TFA - - - - - - - - - (115,945) (115,945)
Net profit/loss of the financial year - - - - - - - - (15,528,268) - (15,528,268)
Changes in comprehensive income
- - - - 3,749 (3,749) - - - - -
Other changes
Transactions with owners
as of 1 January 2011
OPENING BALANCE
Other Net operating Share Capital Legal Reserves for Own reserves Total reserves profit/loss from Net Surplus from TOTAL (in EUR) capital reserves reserves own shares shares from profit from profit previous years profit/loss revaluation CAPITAL
5.3.5 STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
231
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
36,503,305
64,675,034
3,650,331
265,166
(8,319)
-
-
3,749
3,907,178
(391,649)
Accounting policies and notes form an integral part of these financial statements and should be read in accordance them.
as of 31 December 2011
CLOSING BALANCE
(395,398)
-
-
-
15,528,268
-
4,279,902 109,365,419
-
- (15,136,619)
Total changes in capital
-
- - - (395,398) - 395,398 - - - - -
- (15,136,619) - - - (391,649) (391,649) - 15,528,268 - -
for own shares (stakes)
Forming reserves
Current Loss relief
Changes in equity
Other Net operating Share Capital Legal Reserves for Own reserves Total reserves profit/loss from Net Surplus from TOTAL (in EUR) capital reserves reserves own shares shares from profit from profit previous years profit/loss revaluation CAPITAL
(continuation)
5.3.5 STATEMENT OF CHANGES IN EQUITY OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY – 31 DECEMBER 2011
232
Note 2012 2011
OPERATING PROFIT IN THE PERIOD
8,690,491
10,502,063
Adjustments for: Depreciation of tangible fixed assets and investment property
20.D
4,708,418
6,059,192
Depreciation of intangible assets
20.D
235,238
235,238
Write off of long-term assets
20.D
525,788
260,557
Write off of short-term assets
20.D
420,028
561,870
Net movement of provisions
16.A
(71,938)
156,248
Total adjustments 5,817,534 7,273,105 CHANGES IN OPERATING CAPITAL Inventories and non-current assets held for sale
8,9
725,148
333,915
Operating and other receivables
10
1,242,726
(7,244,121)
18.A
(1,068,249)
2,064,312
Total changes in operating capital
899,625
(4,845,894)
NET CASH FLOW FROM OPERATING ACTIVITIES
15,407,650
12,929,274
2,3
(1,225,613)
(2,855,220)
1
(71,956)
5,040
4.C,11
(3,203,822)
(608,472)
Operating and other liabilities
ANNUAL REPORT 2012
(in EUR)
LAŠKO GROUP
1 JANUARY – 31 DECEMBER 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.3.6 STATEMENT OF CASH FLOWS OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD
Cash flow from operating activities Purchase of tangible fixed assets Purchase of intangible long-term assets purchase / sale of financial assets Interest received
21
157,354
44,741
Dividends and capital gains received
21
9,377,953
3,936,488
NET INVESTMENT CASH FLOWS
5,033,916
522,577
Cash flow from financing Interest paid
21 (14,536,832) (15,396,786)
Purchase of own shares
15
114,292
-
17,18.C
(6,063,411)
2,187,985
NET CASH FLOW FROM FINANCING
(20,485,951)
(13,208,801)
(44,385)
243,050
Increase / decrease in financial debt
NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents - at the beginning of the year
13
339,850
96,800
Cash and cash equivalents - at the end of the year
13
295,465
339,850
Accounting policies and notes form an integral part of these financial statements and should be read in accordance them.
233
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d. ANNUAL REPORT 2012 LAŠKO GROUP
234
5.3.7 LOSS RELIEF OF THE FINANCIAL YEAR Net loss in 2012 totalled EUR 18,510,265. (in EUR) 2012 2011
Net loss of the financial year
(18,510,265)
(15,528,268)
Part of other reserves from profit to cover net loss
232,097
391,649
Cover loss from a part of profit from previous years
859,740
-
Part of capital reserves to cover net loss
17,418,428
15,136,619
ACCUMULATED LOSS AS OF 31 DECEMBER
-
-
Loss relief:
The Management Board proposes to the Supervisory Board and the General Meeting that the loss of 2012 amounting to EUR 18,510,265 should be covered by the profit from the previous years in the amount of EUR 859,740 and by other profit reserves of EUR 232,097 and by capital reserves of EUR 17,418,428.
ANNUAL REPORT 2012
Notes to non-consolidated financial statements
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.4
Pivovarna Laško is a public limited company, registered with 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
LAŠKO GROUP
5.4.1 GENERAL DATA
is the production and sale of beer, malt and waters. It also performs other wholesale and retail trade activities Pivovarna Laško (hereinafter referred to as: the Company) is the parent company of the Laško Group with its headquarters in Slovenia: Trubarjeva ulica 28, 3270 Laško, Slovenia. The Company’s ordinary shares are quoted on the Ljubljana Stock Exchange under the “PILR” designation. The Company’s share capital totals EUR 36,503,304.96 with 8,747,652 ordinary freely negotiable registered no-par-value shares. There are no limitations on the payment of dividends and other distributions of equity.
5.4.2 DISCLOSURE OF COMPLIANCE WITH IFRS The financial statements have been drawn up in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union.
5.4.3 USE OF NEW AND RENEWED IFRS AND EXPLANATORY NOTES OF OPIFRS A) STANDARDS AND EXPLANATORY NOTES THAT ENTERED INTO FORCE IN THE REPORTING PERIOD
In the current period, the following amendments to the existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are valid: • Amendments to IFRS 7 »Financial instruments: Disclosures« – Transfers of financial assets that the EU adopted on 22 November 2011 (effective for annual periods beginning on or after 1 July 2011).
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The adoption of these amendments to the existing standards led to no changes in the accounting policies of the Group.
B) STANDARDS AND EXPLANATORY NOTES ISSUED BY OMRS AND ADOPTED BY THE EU THAT HAVE NOT ENTERED INTO FORCE YET
On the date of the approval of these financial statements, the following standards, amendments and interpretations were issued that the EU approved but did not yet enter into force: • IFRS 10 »Consolidated financial statements« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014),
ANNUAL REPORT 2012
• IFRS 11 »Joint arrangements« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRS 12 »Disclosure of interests in other entities« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRS 13 »Fair value measurement« that the EU adopted on 11 December 2012 (effective for annual
LAŠKO GROUP
periods beginning on or after 1 January 2013), • IAS 27 (amended in 2011) »Separate financial statements« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IAS 28 (amended in 2011) »Investments in associates and joint ventures« that the EU adopted on 11
236
December 2012 (effective for annual periods beginning on or after 1 January 2014), • Amendments to IFRS 1 »First-time adoption of IFRS« – Severe hyperinflation and removal of fixed dates for first-time adopters that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IFRS 7 »Financial instruments: disclosures« – Offsetting Financial Assets and Financial Liabilities that the EU adopted on 13 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 1 »Presentations of financial statements« – Presentation of items of other comprehensive income that the EU adopted on 5 June 2012 (effective for annual periods beginning on or after 1 July 2012), • Amendments to IAS 12 »Income Taxes« – Deferred Tax: Recovery of Underlying Assets that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 19 »Employee benefits« – Post-employment Benefits that the EU adopted on 5 June 2012 (effective for annual periods beginning on or after 1 January 2013), • Amendments to IAS 32 »Financial instruments: Presentation« – Offsetting Financial Assets and Financial Liabilities that the EU adopted on 13 December 2012 (effective for annual periods beginning on or after 1 January 2014), • IFRIC 20 »Stripping Costs in Production Phase of a Surface Mine« that the EU adopted on 11 December 2012 (effective for annual periods beginning on or after 1 January 2013).
adopted by the International Accounting Standards Board (IASB) with the exception of the following standards, changes of the existing standards and interpretations which were not confirmed for use on: • IFRS 9 »Financial instruments« (effective for annual periods beginning on or after 1 January 2015), • Amendments to IFRS 1 »First-time adoption of IFRS« – Government Loans (effective for annual periods beginning on or after 1 January 2013), • Amendments to IFRS 9 »Financial instruments« and IFRS 7 »Financial instruments: Disclosures« – Mandatory Effective Date and Transition Disclosures, • Amendments to IFRS 10 »Consolidated financial statements«, IFRS 11 »Joint arrangements« and IFRS 12 »Disclosure of Interests in Other Entities« – Transition Guidance (effective for annual periods beginning on or after 1 January 2013), • Amendments to IFRS 10 »Consolidated financial statements«, IFRS 12 »Disclosure of Interests in Other Entities« and IAS 27 »Separate Financial Statements« – Investment Entities (effective for
ANNUAL REPORT 2012
Currently, the IFRS as adopted by the European Union do not considerably differ from the regulations
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
C) STANDARDS AND INTERPRETATIONS ISSUED BY IASB BUT HAVE NOT YET BEEN ADOPTED BY THE EU
• Amendments to various standards »Improvements of IFRS (2012)« arising from the annual project for the IFRS improvement published on 17 May 2012 (IFRS 1, IAS 1, IAS 16, IAS 32, IAS 34) mainly in order to eliminate discrepancies and misinterpretations of the text (effective for annual periods
LAŠKO GROUP
annual periods beginning on or after 1 January 2014),
beginning on or after 1 January 2013).
237 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 Group 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.
5.4.4 SIGNIFICANT ACCOUNTING POLICIES BASIS FOR DRAWING UP THE ANNUAL REPORT
The financial statements have been drawn up in accordance with IFRS, the Companies Act, other acts and the Rules on Accounting of Pivovarna Laško and are expressed in EUR. When disclosing and valuating the items, the provisions of the standards were directly applied with the exception of only the items where standards provide a choice between several valuation methods. The financial statements have been prepared taking into account historical costs except for the financial assets, non-current assets held for sale (or assets and related liabilities of the disposal group), property and investment property disclosed at carried at revalued amount or fair value. The valuation of assets and liabilities is presented in detail in individual sections below.
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
When selecting the accounting policies and when deciding on their use and drawing up these financial statements, the Pivovarna Laško Management Board took into consideration the following three requirements: • Financial statements are understandable when understood by users without any problems, • Information is relevant if it helps the user to make economic decisions, • Information is essential if its omission or untrue statement could have an impact on economic decisions of the users. The accounting policies presented in the continuation were consistently applied in all the periods presented.
FOREIGN CURRENCIES
All the items presented in the financial statements of the Company are denoted in the currency of the primary environment – the country where the Company operates (this currency is the so called “functional currency”). The financial statements are presented in EUR, which is also the functional
LAŠKO GROUP
and reporting currency of the Company.
238
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 from the conversion of cash and liabilities, denominated in a foreign currency, are recognised in the profit or loss account. 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 surplus.
RECOGNITION OF REVENUE
Revenue is measured at the fair value of the consideration received or receivables for the sale of products, goods or services within the regular operations of the Group. Revenue is presented exclusive of value added tax and excise duties, rebates and reimbursements. Revenue from the sale of products, goods and materials is recognised in case of compliance with all the conditions: • All the significant risks and rewards of ownership of the object of sale are transferred to the buyer; • The seller loses the management and control over what is covered by the sale; • Amount of revenue can be reliably measured; • A high degree of certainty is attached to the flow of economic benefits related to the transaction; • The expenses incurred with respect to transaction can be reliably measured.
• Interest income is recognised as the income of the period to which they pertain, in accordance with the applicable interest rate and when the degree of certainty attached to the flow of economic benefits is high; • Dividend income is recognised when the right to receive payment is established; • Revenue from royalties is recognised on the basis of the provisions in the licence agreement.
INVESTMENTS INTO THE SUBSIDIARIES
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Other categories of revenue are recognised based on the following basis:
In separate financial statements of Pivovarna Laško, the investments into subsidiaries are measured at their acquisition values in compliance with IAS 27 (except when classified as non-current assets) held for sale in compliance with IFRS 5).
ANNUAL REPORT 2012
A subsidiary company is a company where Pivovarna Laško, the controlling company, has the power to govern the financial and operating policies.
ment of the investment into the subsidiary should be recognised, the provisions of IAS 39 or IAS 27 are considered. Furthermore, the entire carrying amount of the investment is tested as an asset in accordance with IAS 36; its book value is compared to the recoverable amount (the higher of its fair value less costs to sell or value in use).
LAŠKO GROUP
When establishing whether in the financial statements of Pivovarna Laško any loss due to impair-
239 INVESTMENTS INTO THE ASSOCIATED COMPANIES
An associated company is a company over which the Group has significant influence. It is neither a subsidiary nor a jointly controlled company. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. In consolidated financial statements, business results and the assets and liabilities of the associated companies are included by using the equity method unless they are classified as non-current assets held for sale in accordance with IFRS 5. According to the equity method, investments in an associate company are initially recognised in the consolidated statement of financial position at purchase value whereas its later measurement depends on the corresponding shares of the investors in earnings, losses and other comprehensive income of the associated company arising subsequent to the date of the investment recognition. If the investor’s share in losses or negative other comprehensive income of the associated company is higher than the value of its stake in the associated company (book value of the financial investment into the associated company including potential long-term shares that are in fact a part of net financial investments of the investor in the associated company), the investor no longer recognises its share in further losses. When the share of the investor decreases to zero, further losses are defined and the liability recognised only to the extent that the investor has incurred a legal or constructive obligation or made payments on behalf of the associate company. On acquisition of the investment in an associate, any positive difference between the purchase value of the financial investment and the investor’s share of the fair values of the net identifiable assets, liabilities or contingent liabilities is regarded in the financial statements of the investor as goodwill and
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
is integrated into the book value of the financial investment. On the contrary, any negative difference between the purchase value of the financial investment and the investor’s share of the fair values of the net identifiable assets, liabilities or contingent liabilities is immediately recognised in the profit or loss. When establishing whether in the financial statements of the investor any loss due to impairment of the investment into the associate company should be recognised, the provisions of IAS 39 or IAS 27 are considered. Furthermore, the entire carrying amount of the investment is tested as an asset in accordance with IAS 36; its book value is compared to the recoverable amount (greater than the higher of its fair value less costs to sell or value in use). Profits and losses resulting from transactions between the investor (and its consolidated subsidiaries) and the associated are recognised in the investor’s financial statements only to the extent of unrelated investors’ interests in the associate. The investor’s interest of the profits or losses of the associated
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ANNUAL REPORT 2012
company arising from these transactions is eliminated from the investor’s financial statements. In separate financial statements of Pivovarna Laško, the investments into the associated companies are measured at the acquisition price in accordance with IAS 27.
INTANGIBLE ASSETS
Intangible assets with a finite useful life acquired individually (not within a business combination) and not generated within the Company are measured after recognition using the cost model or are disclosed at cost less any accumulated depreciation and any accumulated impairment. They are depreciated according to the straight-line method in the period of their estimated expected functional life periods (patents, brands, licences 5 years; software 3 years). Estimates of expected functional life
240
periods and the depreciation method are checked with every preparation of financial statements; potential changes of estimates of the categories mentioned are considered for the future periods and not retroactively. Intangible assets with indefinite useful lives acquired individually (not within a business combination) and not generated within the Group are disclosed at cost less potential impairment. Intangible asset is derecognised upon disposal or when no future economic benefits are expected from further use. The gain or loss arising from derecognition of an intangible asset affects profit or loss of the period of derecognition. Depreciation rates are as follows: Investment into foreign fixed assets
10 – 33.3 %
Other intangible fixed assets
33.3 %
Application software
10 %
Concession
33.3 %
Licences, patents
10 %
TANGIBLE FIXED ASSETS
Land and buildings in use are accounted for using the revaluation models and are disclosed at revalued amount at the date of the revaluation less any subsequent accumulated amortisation or impairment. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
in other comprehensive income except when the previous downward revaluation of the same land and buildings is abolished and recognised in profit or loss; in this case upward revaluation to the value of the prior downward revaluation is recognised in profit or loss. Downward revaluation of land and buildings that exceeds potential previously recognised revaluation surplus of the same land and buildings is recognised in profit or loss. Production facilities, machinery, all types of equipment, reusable packaging and small tools are recognised using the model of purchase price or are disclosed at purchase price less cumulative depreciation and potential impairment. Tangible fixed assets in acquisition are measured at purchase price less potential impairment. Purchase price also includes borrowing costs in accordance with the accounting policy. They are classified
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Upward revaluation of land and buildings is recognised or accumulated as the revaluation surplus
tangible fixed assets starts in the month following the month of the beginning of their use. Land is not depreciated. Building depreciation is recognised in profit or loss and the decrease of revaluation surplus is simultaneously recognised in retained profit. When buildings are derecognised, their potential revaluation
ANNUAL REPORT 2012
under tangible fixed assets that will be owned when finished and available for use. Depreciation of
Depreciation is calculated using the straight line method and (except for land and tangible fixed assets in acquisition that are not depreciated) and is recognised so that the purchase value or revalued amount of the intangible fixed assets less potential residual value is written off in the period of its esti-
LAŠKO GROUP
surplus is transferred directly to retained profit.
mated functional life time. The estimates of expected functional life time and residual values and the depreciation method are checked with every preparation of financial statements; potential changes in estimates of the categories mentioned are used for future periods and not retrospectively. The expected functional life time of individual groups of assets is the following: Buildings
10 – 66 years
Plant and machines
5 – 14 years
Hardware and software
3 years
Vehicles
3 – 9 years
Other equipment
3 – 20 years
Reusable container (barrels, bottles, crates)
4 – 5 years
Credit costs related to financing the purchase of land, the construction of buildings and the purchase of equipment are attributed to the value of the fixed asset from the day of bringing the asset to its working condition. Costs generated with regard to the tangible fixed asset increase its purchase value if its future benefits are increased compared to the originally estimated benefits; in this case the costs that allow the extension of the useful life of the asset initially decrease the accumulated depreciation calculated till then. The extension of the useful life of a tangible fixed asset means the extension of originally determined useful life in which the asset is depreciated. All other repairs and maintenance are included in profit or loss of the financial year when they occurred. The tangible fixed asset is derecognised on its disposal or when no economic benefits might be expected to be available from the asset when it is disposed. Profit or loss on disposal affect the profit or loss of the period in which asset is derecognised.
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ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
INVESTMENT PROPERTY
Investment property is property owned by the Company 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. After recognition, they are measured at purchase value whereas later on they are measured using the so called fair value model (depreciation is not calculated, which means that the increase or decrease in their fair value affects profit or loss of the period in which it is effected. Investment property is derecognised on its disposal or final interruption of its use and no economic benefits might be expected to be available from the asset when it is disposed. Profit or loss on disposal affect the profit or loss of the period in which asset is derecognised.
IMPAIRMENT OF TANGIBLE FIXED ASSETS AND INTANGIBLE ASSETS (EXCEPT GOODWILL)
When financial statements are drawn, all tangible fixed assets and intangible assets (except goodwill) are checked whether there are any potential indications of impairment. In the event of such indications of impairment, their recoverable amount is estimated. If the recoverable amount of an individual asset cannot be established, the recoverable amount of a cash-generating unit is estimated that the
LAĹ KO GROUP
asset concerned belongs to. The recoverable amount of the asset is the larger of the following: its fair value decreased by sale expenses, or its value in use. The latter is estimated as the current value of discounted future cash flows associated with the financial asset taking into account the discount rate before taxation that reflects the current market estimate of the time value of the money and specific risks related to the assets that were
242
not considered in the estimate of future cash flows. The asset (or a cash-generating unit) is impaired to its recoverable amount if the latter is lower than its book value. Impairment is immediately recognised in profit or loss except when the asset concerned is carried using revaluation model; in this case the impairment is disclosed as the decrease in revaluation surplus.
LOANS GIVEN, DEPOSITS, MONETARY ITEMS
As financial assets, loans given, deposits and monetary items are initially measured at fair value at the date of their issue or placement. After initial measurement they are disclosed at amortised cost using the effective interest method reduced by potential impairment.
FINANCIAL ASSETS AVAILABLE FOR SALE
After initial measurement, available-for-sale financial assets are subsequently carried at fair value at the acquisition. This fair value is usually the same as the purchase value; however, sometimes adjustments are needed. After the initial recognition, the financial assets available for sale are measured at fair value in the statement of financial position and changes in fair value are recognised under other comprehensive
rate and exchange rate differences. The best evidence of fair value is normally given by quoted prices on an active market. If these are not available, valuation techniques are applied that shall as far as possible take account of market input data and use recent arm’s length market transactions, reference to the current fair value of another instrument that is substantially the same and discounted cash flow analysis. If the fair value of a financial asset available for sale cannot be reliably measured, the asset shall be carried at its purchase price taking into consideration its potential impairment. When a financial asset available for sale is derecognised or permanently impaired, the cumulative other comprehensive income is transferred to profit or loss of the period when the asset was derecog-
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
income excluding their impairments and interest that are recognised by using the effective interest
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.
LONG-TERM RECEIVABLES AND DEFERRED TAX LIABILITIES
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. In principle, deferred tax liabilities are recognised on the basis of all temporary differences whereas deferred tax assets are only recognised to the level of such temporary differences that are expected to be used based on sufficient taxable profits. Deferred tax liabilities are calculated using the tax rate (and legislation) as prescribed by law in force 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 verified when annual accounts are drawn up and are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. Current and deferred taxes are recognised in profit or loss except when they refer to the items recognised in other comprehensive income or directly in equity; in such cases the current and deferred taxes are recognised in other comprehensive income or directly in equity.
NON-CURRENT ASSETS HELD FOR SALE OR A DISPOSAL GROUP (AND RELATED LIABILITIES)
Non-current assets held for sale (and liabilities associated with the non-current assets) are those non-current assets or liabilities for whose book value it is reasonable to assume it will be settled mainly with the sale and not with further use. This condition is deemed to have been complied with only if its sale is highly probable and if the assets or their group (and liabilities associated with them) are in the
LAĹ KO GROUP
DERIVATIVE FINANCIAL INSTRUMENTS
ANNUAL REPORT 2012
nised or permanently impaired.
243
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
state in which the sale is possible. The management needs to be committed to the closing of the sale process within a year from the reclassification to this item of assets or their group (and the associated liabilities). The assets (and associated liabilities) related to the subsidiary where it is planned that the dominant influence will be lost, they need to be classified under a group of assets (and associated liabilities) for disposal irrespective of whether the controlling company is planning to keep the minority stake after the sale or not. Non-current assets held for sale and a disposal group are measured at the lower of book value or fair value less costs to sell.
ANNUAL REPORT 2012
INVENTORIES
Inventories of raw materials and consumable are disclosed at the lower of cost and net realisable value and are used according to the weighted average cost formula. Net realisable value is the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale. Inventories of finished goods and partly-finished goods and work in progress are valued at their
LAĹ KO GROUP
production costs. Production costs are direct costs of materials and raw materials (labour, production services, depreciation ...) and indirect costs of production (costs of materials and raw materials, labour, services and depreciation that are accounted for in the production process but cannot be directly linked to emerging production effects). Inventories of raw materials, materials, spare parts, products and merchandise are written off on
244
the basis of inventory records, complaint and commission records or upon a proposal of a responsible person (also damaged products, ullage and fracture) that requires the decision of the management of the company. The inventories need to be written off in full if the sale is discontinued for ever or its use is forbidden. The Group examines the usefulness of the stocks of materials and spare parts with less than 5 years of movement and if necessary, their value is 100% impaired.
OPERATING RECEIVABLES
At initial recognition, operating receivables are shown at fair value and are later measured on the basis of paid values using the effective interest rate method less impairment. Impairments of operating receivables are made when there is objective evidence that it will not be able to collect the full amount due. 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.
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.
Ordinary shares are classified under capital. Transaction costs directly associated with the issue of new 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.
OWN SHARES
If the Company reacquired its own shares in the financial 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
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
SHARE CAPITAL
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 are used for the purposes defined in Article 247 of the Companies Act.
DIVIDENDS
Until approved by the General Meeting of Shareholders, foreseen dividends are treated as retained earnings.
LAĹ KO GROUP
by the subsidiaries. Reserves for own shares are released when the Company disposes of its own shares
ANNUAL REPORT 2012
amount for that financial year. At the same time, it must also form provisions for PILR shares owned
245 PROVISIONS
Provisions are recognised when the Company shows a legal obligation as a result of past transactions 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. The amount of the provision recognised is the best estimate of the outflows expected to be required to settle the present obligation at the reporting date taking into account the related risks and uncertainties. If the provision is measured at the level of future cash flows and the time value of money is important, the amount is discounted to the current value 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.
OPERATING LIABILITIES
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 the factors enabling economic benefit will decrease 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.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
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 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.
DISCONTINUED OPERATIONS
A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale (disposal group) and:
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ANNUAL REPORT 2012
• represents a separate major line of business or geographical area of operation;
246
• is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or • is a subsidiary acquired exclusively with a view to resale.
CORPORATE TAX
The amount of corporate tax in the statement of comprehensive income represents the amount of current and deferred tax. Current tax is calculated on the basis of taxable profit of the current year. In the statement of comprehensive income, taxable profit can differ from profit before taxes by income and expense items taxed or fiscally recognised in other taxable periods or income and expense items that will never be taxed or fiscally recognised. Current corporate tax is calculated using the 18-percent tax rate in 2012, 17-percent tax rate in 2013, 16-percent in 2014 and 15-percent from 2015 on for companies with the registered office in Slovenia. The tax rate in Croatia where the registered office of Laško Grupa, Zagreb, is located equals 20 % whereas in Kosovo (registered office of the Birra Peja Company) the tax rate of the corporate tax equals 10 %.
LONG-TERM RECEIVABLES AND DEFERRED TAX LIABILITIES
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. In principle, deferred tax liabilities are recognised on the basis of all temporary differences whereas deferred tax assets are only recognised to the level of such temporary differences that are expected to be used based on sufficient taxable profits. Deferred tax is calculated using the tax rate (and legislation) as prescribed by law in force 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 verified when annual accounts are drawn up and are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. Current and deferred taxes are recognised in profit or loss except when they refer to the items recognised in other comprehensive income or directly in equity; in such cases the current and deferred taxes are recognised in other comprehensive income or directly in equity.
Year 2012 Licences and (in EUR)
IA
other IA in acquisition
Total
PURCHASE VALUE 1 January 2012
3,354,786
-
3,354,786
Direct acquisition 71,956
- 71,956
Disposal (2,152)
- (2,152)
31 December 2012
3,424,590
-
3,424,590
1 January 2012
1,959,722
-
1,959,722
Depreciation during the year
235,239
-
235,239
CUMMULATIVE VALUE ADJUSTMENT
Disposal (2,152)
- (2,152)
31 December 2012
2,192,809
-
2,192,809
31 December 2012
1,231,781
-
1,231,781
1 January 2012
1,395,064
-
1,395,064
ANNUAL REPORT 2012
1. INTANGIBLE FIXED ASSETS
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
5.4.5 NOTES TO INDIVIDUAL ITEMS IN THE FINANCIAL STATEMENTS
Year 2011 Licences and (in EUR)
IA
other IA in acquisition
Total
PURCHASE VALUE 1 January 2011
3,354,786
5,039
3,359,825
Transfer of tangible fixed assets
-
(5,039)
(5,039)
31 December 2011
3,354,786
-
3,354,786
1,724,484
-
1,724,484
Depreciation during the year
235,238
-
235,238
31 December 2011
1,959,722
-
1,959,722
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
There were intangible assets pledged as of 31 December 2012. The Company pledged a part of the 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 the accounting standards on own brand names are not disclosed in the financial statements.
LAŠKO GROUP
CURRENT VALUE
247
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
-
-
-
Requalification
Disposal
31 December 2012
-
961,724
1,318,555
19,684,808
25,052,022
19,958,752
(22,026) (1,111,193) 101,539,818
370,024
9,437,646
(243,566)
-
1,241,348
8,439,864
11,184,827
4,708,417
128,499,726
178,135,063
-
131,897,940
- (1,376,785)
- 66,582
-
-
221,508
- (1,401,973)
-
- 66,582
(2,100,019)
-
(248,424)
- 66,582
1,356,393
100,205,451
108,189,127
-
792,121
1,106,623
(22,026) (1,131,523)
495,100
- 66,582
7,887,235
7,887,235
31 December 2012
1 January 2012
25,302,469
24,638,620 7,510,602
6,649,309
5,325,532
5,093,270
2,623,363
1,747,181
512,456
221,508
49,161,657
46,237,123
SEDANJA VREDNOST
-
Depreciation during the year
169,603
25,600,344
-
7,887,235
1 January 2012
CUMMULATIVE VALUE ADJUSTMENT
31 December 2012
-
128,272
-
-
177,661,383
-
512,456
Disposal
11,063,227
Transfer from ongoing investments
25,010,340
-
107,716,053
- - - - - 1,809,071 1,809,071
25,472,072
Requalification
7,887,235
Total
Direct acquisition
1 January 2011
PURCHASE VALUE
Production Other Fixed Year 2012 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition
2. TANGIBLE FIXED ASSETS
248
24,912,688
10,690,983
696,043
185,054,439
18,550
653,837
1,306,790
(2,880,236)
-
291,478
-
7,896,026
8,017,964
31 December 2011
1 January 2011
CURRENT VALUE
-
27,261,799
25,293,679
734,155
213,313
67,193
5,940,666
8,827,644
ANNUAL REPORT 2012
5,325,532
7,510,602
LAŠKO GROUP
19,684,808
100,205,451
280,506
696,043
512,456
-
53,673,618
49,161,658
129,064,278
- (1,831,072)
-
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
2,929,502
2,623,363
8,439,864
(518) (834,921) (925,025)
-
31 December 2011
-
6,059,192
- (70,608)
-
-
1,536,215
Disposal
1,334,394
2,223,140
Transfer to investment property
965,443
- (6,825,169) - - - - (6,825,169)
131,380,821
-
-
178,225,936
Revaluation
7,761,481
512,456
Depreciation during the year
18,972,022
97,982,829
11,063,227
296,517
- (2,177,803)
-
-
25,010,340
107,716,053
(518) (847,663) (934,546)
5,039
1 January 2011
6,664,489
26,027,834
7,896,026
-
31 December 2011
-
(177,730) (217,346)
CUMMULATIVE VALUE ADJUSTMENT
901,059
55,792 (7,699,658) - - - - (7,643,866)
Disposal
transfer from/to IFA, NN
Revaluation
-
106,810,473
Transfer from ongoing inv.
33,926,288
- - - - - 2,696,649 2,696,649
8,017,964
Total
Direct acquisition
1 January 2011
PURCHASE VALUE
Production Other Fixed Year 2011 equipment and equipment and Small assets in (in EUR) Land Buildings machinery machinery tools acquisition
249
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
The disposals of tangible fixed assets represent the sale and write-off of such assets. The Company has tangible fixed assets under a finance lease equalling EUR 33,660. Since 2008, the Company has been utilizing the revaluation model for valuing real estate since while equipment and piece inventory are valued using the cost model. The Company’s real estate was not evaluated on 31 December 2012. The book value of intangible fixed assets reflects their fair value. The Company made profit of EUR 19,342 from the sale of tangible fixed assets which is disclosed as a revaluation of operating revenue and a loss of EUR 314,570, which is disclosed as revaluation of operating expenses. The company pledged tangible fixed assets which on 31 December 2012 amounted to EUR 30,027,719 to secure long- and short-term loans. The book value of pledged real estate amounted to EUR 25,412,339 and pledged equipment EUR 4,615,380. As of 31 December 2012, the liabilities for the purchase of tan-
LAŠKO GROUP
ANNUAL REPORT 2012
gible fixed assets are carried totalling EUR 264,361.
3. INVESTMENT PROPERTY
Year 2012 (in EUR)
Land Buildings
Total
PURCHASE VALUEST 1 January 2012
134,905
6,403,161
6,538,066
Revaluation - enforc. /impairment
(2,414)
(115,060)
(117,474)
Disposal (188,565) (579,089) (767,654) 31 December 20122
(56,074)
5,709,012
5,652,938
31 December 2012
(56,074)
5,709,012
5,652,938
1 January 2012
134,905
6,403,161
6,538,066
250 CURRENT VALUE
Total
PURCHASE VALUE 1 January 2011
11,786
3,311,912
3,323,698
Revaluation - enforc /impairment
123,119
912,792
1,035,911
Requalification (transfer from assets held for sale) - 2,943,324 2,943,324 Transfer of equioment from 2010
-
(414,962)
(414,962)
Adj. Of transfer of TFA from 2010
-
123,484
123,484
31 December 2011
134,905
6,876,550
7,011,455
1 January 2011
-
446,090
446,090
Transfer of adjusted value of equipment
-
(213,313)
(213,313)
Requalification (transfer from assets held for sale)
-
240,612
240,612
31 December 2011
-
473,389
473,389
31 December 2011
134,905
6,403,161
6,538,066
1 January 2011
11,786
2,865,822
2,877,608
CUMMULATIVE VALUE ADJUSTMENT
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 and Tabor Castle) and holiday facilities are all recorded as investment property. With regard to the holiday ac-
ANNUAL REPORT 2012
Land Buildings
LAŠKO GROUP
(in EUR)
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Year 2011
commodation capacities in Croatia (holiday Centre in Ičići and holiday apartments in Barbariga) the activities for their entry into the land registry are in progress. This is presented in more detail on page 274 of this report. The Company generated EUR 398,508 of operating expenses and EUR 189,148 of operating revenue. At the beginning of 2012, the management continued the procedure of divesting the catering facilities Hotel Hum and Hotel Savinja and Tri lilije sports arena. In June, Hotel Savinja was sold for EUR 591,000, which is by EUR 176,653 less that the book value of this facility. Under this heading other operating expenses totalling EUR 176,653 were recognised. Investment property in the amount of EUR 4,531,496 has been pledged as security for long- and short-term loans from banks.
251
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
4. LONG-TERM FINANCIAL INVESTMENTS
4. A. LONG-TERM FINANCIAL INVESTMENTS IN THE SUBSIDIARIES
Stake in (in EUR)
capital 2012 2011
STAKES IN THE COMPANIES IN THE GROUP In Slovenia: Pivovarna Union, d. d., Ljubljana
97.922%
169,327,822
169,269,001
Vital Mestinje, d. o. o.
96.920%
1,457,761
1,457,761
Radenska, d. d., Radenci
82.058%
46,472,459
46,387,081
Delo, d. d., Ljubljana
80.834%
20,286,555
27,732,150
100.000%
7,427
7,427
LAŠKO GROUP
ANNUAL REPORT 2012
Firma Del, d. o. o., Laško
252
237,552,024 244,853,420 Abroad: Laško Grupa, d. o. o., Zagreb
100.000%
2,709
2,709
Laško Grupa, d. o. o., Sarajevo
69.220%
160,408
160,408
163,117 163,117 Total 237,715,141 245,016,537
DATA ON THE SUBSIDIARIES Percentage
Activity
(in EUR)
Country of participation
of the Company of the company
in capital
Value
Profit/
of total
loss
capital
in 2012
Subsidiaries Radenska, d. d., Radenci
beverage production
Skupina Union
beer production and beverages
Slovenia
82.058%
71,009,842
(3,984,133)
Slovenia
97.922%
87,254,129
(3,640,467)
Slovenia
96.920%
3,457,414
91,199
newspaper and publishing activities
Slovenia
80.834%
15,672,659
(2,089,603)
Firma Del, d. o. o., Laško
beer production
Slovenia
100.000%
35,280
961
Jadranska Pivovara - Split, d. d.
beer production
Croatia
99.460%
(4,873,317)
(3,764,764)
Vital Mestinje, d. o. o. Skupina Delo
beverage production
Laško Grupa, d. o. o., Zagreb
trade intermediary Croatia 100.000% 25,097 32,200
Laško Grupa, d. o. o., Sarajevo
trade intermediary
BiH 69.220% 312,997 24,333
ska pivovara – Split or a 99.459% ownership stake and 4,753,644 shares in the subsidiary Radenska or a 93.911% ownership stake. The Company temporary sold 600,000 RARG shares (11.9%) in 2011. Despite the concluded contract on management rights and temporary transfer, Pivovarna Laško remained their owner so that the Company did not carry out recognition of the investment. The share of voting rights is higher as a result and currently totals 93.911%. In addition, the Company also has majority ownership stakes in the following subsidiaries: Vital Mestinje (96.92%), Laško Grupa, Zagreb (100%) and Laško Grupa, Sarajevo (69.22%) and Firma Del (100%). For the purpose of establishing the need for impairment, appraisals of the investments in the Delo Company including investments into the Večer Company were made by an authorised appraiser on 30 September 2012. On 31 December 2012, the value was updated. The estimated recoverable amount of the investments on the last day of 2012 amounted to EUR 20,286,554 or EUR 37.60 per share, reflecting a decrease of EUR 7,446,003 over the stated book value. The negative difference is shown as impairment among financial expenses. The investments in the subsidiaries Pivovarna Union, Radenska and Vital Mestinje were not appraised by an authorised business appraiser. Based on appraisals from 2010, the management reviewed the realisation of assessed planned cash flows and established that the realised business results of 2012 exceeded planned business results, thus it assesses that there is no need for impairment of the
ANNUAL REPORT 2012
The Company possesses 441,740 shares of the subsidiary Pivovarna Union or a 97.922% stake; 539,536 shares in the subsidiary Delo or an 80.834% stake, 5,396,852 shares in the subsidiary Jadran-
LAŠKO GROUP
ies according to the cost model
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
In accordance with IAS 27, the Company valuates long-term financial investments in the subsidiar-
aforementioned investments.
253 Long-term financial investments in subsidiaries increased in 2012 due to additional purchases in the amount of EUR 144,606. Pivovarna Laško increased its investment in Pivovarna Union by EUR 58,822, its investment in Radenska by EUR 85,378 due to new purchases and in Delo EUR 406.
1. FINANCIAL INVESTMENT INTO THE SUBSIDIARY RADENSKA, D. D., RADENCI
On the basis of a final judgment in a dispute between the plaintiff Nova Kreditna banka Maribor as the lien creditor and defendant Pivovarna Laško as the lien debtor, the Company reduced its investment in Radenska in 2011 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 submitted an application 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. The enforcement had not yet been implemented by the date of the certification 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. Despite the final judicial decision on the enforcement, the creditor (NKBM) did not initiate the enforcement proceedings until the date of the approval of the annual accounts. On 30 November 2011, a framework contract (repurchase agreement) was concluded between Deželna Banka Slovenia, d. d. and Pivovarna Laško, d. d. on the temporary sale of securities whose
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
subject was the repurchase of 600,000 RARG shares of Radenska. The purchase price of the shares equals EUR 5,000,000 and the repurchase price of the shares shall be EUR 5,146,306. The annual depreciation rate is 6.5 %. The reacquisition date is 30 may 2013. Pivovarna Union is the pledger and jointly liable party. The voting rights arising from the ownership of the said shares belong to the temporary seller (Pivovarna Laško) for the duration of the repurchase agreement. Considering the context of the transaction, the repurchase transaction represents a financial liability for Pivovarna Laško, therefore the Company did not disclose a reduction in the financial investment in the shares of the subsidiary Radenska and similarly, on 31 December 2012 did not disclose a decrease in the management stake in the aforementioned company. DENATIONALISATION REQUESTS IN RADENSKA, RADENCI
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
ANNUAL REPORT 2012
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 part of the land and buildings at the location of the current Boračeva bottling plan. ADMINISTRATIVE PROCEDURE BEFORE THE ADMINISTRATIVE UNIT OF GORNJA RADGONA
The denationalisation request was lodged in compliance with the Denationalization Act on 4 May
LAŠKO GROUP
1993. After the Supreme Court of the Republic of Slovenia established in a review procedure in July 2009 that the beneficiary Rudolf Hohn-Šarič was deemed a Yugoslav and Slovene citizen from 28 August 1945 onwards, proceedings continued before the Administrative Unit of Gornja Radgona. Three oral proceedings were published in April 2010, May 2011, January 2012, March 2012 and September 2012. The current proceedings are focused on the filing of preparatory forms, clarification of facts and circumstances relevant to the decision in this matter and determination of the fact whether the ben-
254
eficiary had been entitled to receive compensation from a foreign country based on the Agreement on Subsidies and Countervailing Measures between Austria and Germany of 1961 and the implementing regulations. On 27 June 2012, the Administrative Unit in Gornja Radgona issued a decision which refused the request for the re-privatization of a nationalised company Zdravilišče Slatina Radenci (Radenci Health Resort), Hohn in Comp. Public Trading Company in Radenci with a 48-percent stake (owned by Wilhelmina Hohn Šarič). With the supplementary decision by the Administrative Unit in Gornja Radgona the Zdravilišče Slatina Radenci (Radenci Health Resort), Hohn and Comp. Public Trading Company is corrected and renamed to Kuranstalt Sauerbrun Radein AG. The beneficiary lodged an appeal and Radenska submitted several preparatory forms. The Administrative Unit referred the appeal and the preparatory forms to the Ministry of Economic Development and Technology. In December 2012, the Administrative Unit in Gornja Radgona appointed the expert to produce an expert opinion concerning the value of the company Zdravilišče Slatina Radenci, Hohn and Comp. Public Trading Company together with the brands such as Radenska and labels with the trademark label of three hearts, the label of two hearts and the label of one heart including the movable property. Buildings and land are not the subject of the expert opinion. The deadline for the production of the opinion is February 2013 with the proposal of the prolongation of the deadline. NON-CONTENTIOUS PROCEEDINGS BEFORE THE DISTRICT COURT IN NOVO MESTO
The request for the return of property was lodged on 20 December 2010 in accordance with the Enforcement of Criminal Sanctions Act. The beneficiaries Michael Wiesler and Barbara Purre-Wies (grandchildren of Dr Anton Šarič) filed a motion for the return of assets and a proposal of the notification with regard to the procedure before the Slovenian Intellectual Property Office. The beneficiaries
Radenska, 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 HohnŠarič have been lodged, and as many answers. On 23 December 2010, the beneficiaries carried out the entry into the land register in the form of a seal indicating a 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 District Court in Novo mesto fixed a date of the main hearing, namely 25 March 2013.
2. FINANCIAL INVESTMENT INTO THE SUBSIDIARY DELO, D. D., LJUBLJANA
A) PROCEDURES IN THE CASE OF A SALE OF A 100-PERCENT STAKE IN THE DELO COMPANY, LJUBLJANA
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
assessed the value to be EUR 14.5 million. In addition, they are enforcing the return of 12 brands of
19.17% ownership stake in the company. The procedures connected to the sale of the investment commenced in October 2010 when a mandate for the organised sale was submitted to the KPMG Company, Ljubljana. A due diligence exercise of financial and tax operations was performed by the companies Ernest & Young, Ljubljana and Schon-
ANNUAL REPORT 2012
The Laško Group is selling its entire stake in the Delo Company. In addition to Pivovarna Laško with 80.834% ownership stake in the aforementioned company, the subsidiary Radenska also owns a
Delo and Financial Times (UK) 30 November 2010. The deadline for expression of interest was 14 December 2010. On 21 December 2010, an information memorandum was sent to potential investors and seven NDAs were signed. The deadline for submitting non-binding offers was 28 January 2011. A number of non-binding offers arrived by this date; however, the offered prices were lower than expect-
LAŠKO GROUP
herr (Austria) in November 2010. A public invitation to investors was published in the newspapers
ed. Discussions with tenderers were carried out in February regarding the possibility of increasing the non-binding offers. Discussions with three tenderers were performed by 1 march 2011 who additionally obtained the Vendor due diligence for review and attend the management presentation. The deadline for the submission of improved non-binding offers was 8 April 2011. On 14 April 2011, two non-binding tenderers were submitted a request to improve their bids and give a detailed definition of the transaction structure by 26 June 2011. In July 2011, the tenderers submitted combined offers; however, they were not in accordance with the published offer of sale. The Management Board examined the offers and took the view that the procedure of sale should be stopped until the end of September. On 22 July 2011, all potential tenderers were notified that the sale of Delo was dependent on the concluded sale of Večer. At the same time, activities commenced for the restructuring of the company in terms of a division of activities on the basis of which a newly designed offer of sale would be prepared. Additionally, measures for streamlining operations in Delo began to improve business results. In January 2012, the KPMG Company concluded the first phase of the potential separation activity project (simulation of a spin off balance sheet) but it stopped due to extremely demanding procedures as well as due to the cessation of the sale process of the Delo Company. Based on this report the Management of Pivovarna Laško entrusted the Management Board of Delo (via the Delo’s Supervisory Board) to implement additional measures to ensure positive operations of the company. Currently, a draft contract is being finalised with the potential buyer of the Večer Company. If the procedure is successfully concluded, the process of the sale of Delo will start. If the sale of the Večer Company fails, than potential method of the sale of Delo will be examined in the months to come so that also the Slovenian Competition Protection Agency would agree with it. In relation to the sale of Večer, the Delo Company requested Slovenian Competition Protection Agency to extend the deadline for the sale until 31 March 2013.
255
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
B) ASSESSMENT OF THE VALUE OF DELO, D. D., LJUBLJANA
On 30 September 2012, the valuation of the investment into the Delo Company was conducted by a certified business valuator registered with the Slovenian Institute of Auditing. On 31 December 2012, the valuation of the said investment was updated. The most important elements and findings during the valuation procedure are as follows: • The subject of the valuation was the majority stake of the company (80.83%) enabling the majority owner to impact the process of adopting decisions by the management bodies 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;
ANNUAL REPORT 2012
• The company’s market value equals the current value of expected free cash flows since in accordance with a general financial assumption the company’s value equals the sum of all future benefits which it brings to its owner(s); • The »method of the current value of expected free cash flows excluding debt« was used in assessing the value of the company. With this method, the current value of expected free cash flows without payment of interest and principal (value of total capital) is assessed first; afterwards all financial li-
LAŠKO GROUP
abilities 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; • The valuator also attempted to use the method of comparable companies and comparable transactions. The companies and transactions used are not comparable enough in terms of size (the
256
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 method; • The valuator used assessments of operations in 2012 and the 2013 Business Plan of Delo. In estimating future returns, the valuator 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. Based on all the listed assumptions, the recoverable value of the 80.83% equity stake in Delo on 31 December 2012 was assessed for the purpose of verifying impairment in accordance with IAS 36, which is identical to the value if used, namely: EUR 20,286,554 or EUR 37.60 per share.
3. FINANCIAL INVESTMENT INTO JADRANSKA PIVOVARA – SPLIT, D. D.
A) PROCEDURES IN THE CASE OF A SALE OF 99,11% STAKE IN JADRANSKA PIVOVARA – SPLIT, D. D.
Already in 2009, the management of Pivovarna Laško decided to terminate the production in Jadranska pivovara and to move it to Laško or sell the production line to the most favourable bidder due to poor financial position and for streamlining purposes. The announced relocation of production was realised in 2010. In April 2010, Jadranska pivovara ceased the production activity and in the autumn of 2010, also the filling of beer. The Company went to great lengths to find a buyer throughout the year; however, no transaction was concluded with the individual buyers interested in acquiring the production line.
submitted to the Caper Company, Zagreb. The intention to sell the stake publically was published in the Croatian newspaper Poslovni Dnevnik and on the Mergemarkt business portal on 26 November 2011. By 17 December 2010, Caper prepared a list of potential buyers and sent them a teaser. The information memorandum prepared on 24 December 2010 was submitted to two potential buyers, namely SABMiler and Bavaria NV. The deadline for submitting non-binding offers was 2 March 2011. Prior to this date, an inspection of Jadranska pivovara was carried out for the 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 did not provide a bid. The Management Board of the Company establishes that the sales procedure has been unsuccessful and will take a decision regarding further procedures.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
In autumn 2010, a mandate for the sale of a 99.11% stake in Jadranska pivovara – Split was therefore
technical equipment of Jadranska pivovara. Interviews with buyers and companies interested in the purchase of the brewery equipment were conducted. Negotiations are taking place with the selected intermediary dealing with the sale of equipment.
ANNUAL REPORT 2012
After several years of unsuccessful attempts to sell the entire company as a joint stock company and the asset deal, the Management Board decided in the second half of 2012 to sell the production-
Long-term financial investment into Jadranska pivovara – Split was impaired in full already in 2009. In 2011, the valuation of immovable and movable property was performed by certified valuators. According to the optimistic scenario, the market value of the real estate on 31 December 2011 amounts to
LAŠKO GROUP
B) VALUATION OF JADRANSKA PIVOVARA – SPLIT, D. D.
EUR 6,388,680 and the market value under liquidation conditions equals EUR 5,308,990. The market value under liquidation conditions according to the pessimistic scenario amounts to EUR 4,404,011 million. The estimated market value of the equipment of Jadranska pivovara (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. Based on the valuations of individual assets on 31 December 2011, it can be established that the value of the Company’s assets decreased in recent years therefore no new valuation of the investment is required. The value of the investment in Jadranska pivovara was equal to zero on the last day of 2012. TRENDS CONCERNING LONG-TERM FINANCIAL INVESTMENTS – SUBSIDIARIES
(in EUR) 2012 2011
Balance as of 1 January
245,016,537
220,919,754
Acquisition of RARG
85,378
1,128
Acquisition of PULG
58,822
1,155
Acquisition of e Delo
406
74,979,203
Changes during the year:
Impairment of RARG
-
(3,637,650)
Impairment of Delo
(7,446,002)
(47,247,053)
Balance as of 31 December
237,715,141
245,016,537
257
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
4. B. LONG-TERM FINANCIAL INVESTMENTS INTO ASSOCIATED COMPANIES
DATA ON THE ASSOCIATED COMPANIES
Percentage of (in EUR)
Value
Activity Country of participation of the Company the company
in capital
profit/
of total capital
loss in 2012
Associated company Thermana, d. d., Laško
spa and hotel activities and of simlar accomodation facilities
Slovenia
20.630%
27,519,581 (1,051,155)
As of 31 December 2012, Pivovarna Laško owned 645,003 shares of Thermana representing a 20.63% ownership stake in the aforementioned company. The original purchase value of the investment equalled EUR 6,897,921. In 2010, the investment was impaired to zero value. The investment is undergoing a sales procedure. The Management gave the mandate for the or-
LAŠKO GROUP
ganisation of the sale to NLB, Ljubljana. An agreement on the implementation of the sale had been prepared in 2010 and forwarded to the 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, Pivovarna Laško and Zavarovalnica Triglav which together represent a 44.85% ownership stake in Thermana. Coordinating activities with the remaining potential signatories of the agreement on the implementation of sales of shares continued in 2011.
258 Pivovarna Laško signed the Agreement on the joint sale of shares of Thermana (51.96% stake) on 10 October 2011. NLB as the sales broker started the selling activities. A public tender for the sale of the investment was published in the Delo newspaper 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. In 2012, further contacts were made to potential buyers. Nobody expressed the intention to buy.
4. C. LONG-TERM AVAILABLE-FOR-SALE FINANCIAL ASSETS
(in EUR) 2012 2011
Other investments into shares and stakes at purchase value
241,655
241,655
Total 241,655 241,655
(in EUR) 2012 2011
Balance as of 1 January
241,655
320,942
Changes during the year: Impairment Balance as of 31 December
- (79,287) 241,655
241,655
Compared to the previous year, the value of the long-term available-for-sale financial assets did not
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
TRENDS OF LONG-TERM AVAILABLE-FOR-SALE FINANCIAL ASSETS
5. LONG-TERM LOANS GRANTED
(in EUR) 2012 2011
404
3,310
Total 404 3,310
LAŠKO GROUP
Other long-term loans
ANNUAL REPORT 2012
decrease.
Long-term loans refer to housing loans granted by the company to its employees or the purposes of
259
solving their housing-related issues
6. LONG-TERM FINANCIAL LEASE RECEIVABLES
(in EUR) 2012 2011
Long-term financial lease receivables
590,416
751,266
Total 590,416 751,266
(in EUR) 2012 2011
Subsidiary companies 169,076 234,166 Other companies 421,340 517,100 Total 590,416 751,266
Long-term financial lease receivables refer to the production equipment for the Bandidos brand which was leased under a finance lease to a business partner from Belarus. The value of the aforementioned receivable on the last day of 2012 amounted to EUR 421,340. The financial lease receivables mature on 15 October 2015. In 2012, the Company leased out packaging in the amount of EUR 37,228 to Birra Peja Peć with the maturity date 31 December 2014. The value of the aforementioned receivable on the last day of the 2012 amounted to EUR 169,076.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
7. LONG-TERM DEFERRED TAX LIABILITIES
(in EUR) 2012 2011
Long-term deferred tax receivables
16,576,992
18,240,502
Long-term deferred tac liabilities
(703,262)
(1,070,058)
Net long-term deferred tax receivables
15,873,730
17,170,444
Long-term deferred tax receivables and liabilities are calculated on the basis of temporary differences using the liability method and by taking into consideration the tax rates ranging from 17% to 15%.
LAŠKO GROUP
ANNUAL REPORT 2012
(in EUR) 2012 2011
At the beginning of the year - deferred tax receivables
18,240,502
15,436,180
Change in operating profit or loss
(1,663,510)
2,895,197
Change in comprehensive income
-
(90,875)
Total 16,576,992 18,240,502
As of 31 December 2012, the Company disclosed net long-term deferred tax receivables in the amount of EUR 15,873,730, which is by EUR 1,296,714 less than in the previous year. MOVEMENT OF LONG-TERM DEFERRED TAX RECEIVABLES
260 Fair Liabilities to value (in EUR) employees (finan. assets)
Other
Total
DEFERRED TAX RECEIVABLES 1 January 2011
316,102
14,754,510
365,568
15,436,180
2,528
2,253,051
639,618
2,895,197
Changes in profit or loss account Change in the statement of comprehensive income
-
(90,875)
-
(90,875)
318,630
16,916,686
1,005,186
18,240,502
or loss account
(52,470)
(1,837,533)
226,493
(1,663,510)
31 December 2012
266,160
15,079,153
1,231,679
16,576,992
31 December 2011 Changes in profit
Long-term deferred tax receivables reflected in profit or loss decreased by EUR 1,663,510. Deferred tax receivables arising from the liabilities to the employees decreased by EUR 52,470 while the deferred tax liabilities arising from tax losses increased and equalled EUR 226,493. Receivables arising from impairment and revaluation of financial assets decreased and equalled EUR 1,837,533.
decreases the deferred tax receivable. Compared to the previous year, long-term deferred tax liability did not change considerably. Long-term deferred tax liabilities refer to the revaluation of property performed in 2008 and 2011. As of 31 December 2012, deferred tax liabilities arising from the revaluation of property amounted to EUR 703,262. MOVEMENT OF LONG-TERM DEFERRED TAX LIABILITIES
Fair value Fair value (In EUR) (land, buildings) (financial assets
Total
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
Long-term deferred tax liability in the amount of EUR 703,262 in the statement of financial position
1 January 2011
1,092,511
514
1,093,025
of comprehensive income
(23,191)
224
(22,967)
31 December 2011
1,069,320
738
1,070,058
Change in profit or loss account
-
(738)
(738)
of comprehensive income
(366,058)
-
(366,058)
31 December 2012
703,262
-
703,262
Change in the statement
ANNUAL REPORT 2012
DEFERRED TAX LIABILITIES
Long-term deferred tax liabilities refer to the revaluation of property to fair value disclosed in the revaluation surplus. The applied tax rate is 15%. As of 31 December 2012, it totalled EUR 703,262.
8. NON-CURRENT ASSETS HELD FOR SALE
(in EUR) 2012 2011
Property held for sale
770,939
770,939
Other non-current assets held for sale
3,637,650
3,637,650
Total 4,408,589 4,408,589
Non-current assets held for sale also include the value of business and warehouse space with the adjoining land in Ljubljana, which the Company plans to dispose of within one year, and 345,304 RARG shares for which the enforcement order was issued at the end of 2011 in favour of the lienholder Nova kreditna banka Maribor (more in Note 4.) Compared to the last day of the previous year, the value of non-current assets held for sale did not change.
LAĹ KO GROUP
Change in the statement
261
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
9. INVENTORIES
262
(in EUR) 2012 2011
Materials and raw materials
5,253,746
5,442,140
Work in progress
811,208
998,140
Products 1,367,662 1,694,418 Merchandise 386,283 409,349 Total 7,818,899 8,544,047
MOVEMENT OF INVENTORY VALUE ADJUSTMENT
(in EUR) 2012 2011
Formed during the year
40,373
-
Balance at the end of the year
40,373
-
Compared to the previous year, the value of inventories decreased by EUR 725,148 or by 8.5%. The value of work in progress (18.7%) and finished products (19.3%) especially decreased. As of 31 December 2012, inventories were pledged in the amount of EUR 2 million. The book value of inventories does not exceed their net recoverable amount. In 2012, the inventory value adjustment was formed equalling EUR 40,373 due to a write-off of obsolete inventory. INVENTORY SURPLUSES AND DEFICITS
(in EUR) 2012 2011
Inventory surpluses 14,212 82,428 Inventory deficits (11,423) (75,598)
No substantial deficits or surpluses were established during the regular annual inventory.
Short-term trade receivables:
on domestic market
18,673,399
19,819,256
on foreign market
4,829,688
5,105,232
Less value adjustment
(5,008,289)
(4,780,330)
Total 18,494,798 20,144,158 Short-term operating receivables to others
2,152,925
1,000,841
Advances (46,017) 97,067 Less value adjustment
(1,319,635)
(506,885)
Total 19,282,071 20,735,181
As of 31 December 2012, the Company disclosed EUR 19,282,071 of short-term operating receivables, which is by EUR 1,453,110 less than on the last day of the previous year. Due to the sale at the end of 2012, short-term operating receivables from domestic buyers decreased.
LAŠKO GROUP
The disclosed value of short-term operating and other receivables reflects their fair value.
ANNUAL REPORT 2012
(in EUR) 2012 2011
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
10. A. SHORT-TERM OPERATING RECEIVABLES
VALUE ADJUSTMENTS OF SHORT-TERM OPERATING RECEIVABLES
(in EUR) 2012 2011
263 Balance as of 1 January
4,780,330
4,560,135
Recovered written off receivables
(102,849)
(79,594)
Final write off of receivables
(80,869)
(65,189)
Forming value adjustments during the year
-
364,978
Increasef adjustment - defendants
411,677
-
Balance as of 31 December
5,008,289
4,780,330
The revaluation adjustment of trade receivables increased due to lawsuits in the amount of EUR 416,616; however, it decreased due to write-offs of receivables in the amount of EUR 80,869 and due to collected claims in the amount of EUR 102,849. Trade receivables amounting to EUR 4,947,835 are secured by the guarantees received and sureties in the amount of EUR 4,835,500. The age structure of receivables is presented in the chapter Financial Instruments and Risks – Credit Risk. As of 31 December 2012, the loans received by the Company are secured by trade receivables amounting to EUR 9,000,000.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
10. B. SHORT-TERM RECEIVABLES FOR EXCESS CORPORATE TAX PAYMENT
In tax return for 2012, the Company discloses a tax loss of EUR 3,185,273. As of 31 December 2012, the uncovered tax loss amounts to EUR 7,658,340 and refers to the established uncovered tax loss from the previous years and the current year. In 2011, the Company did not demonstrate a tax base and thus in 2012 it did not pay any deductible input corporate tax.
11. SHORT-TERM AVAILABLE-FOR-SALE ASSETS
(in EUR) 2012 2011
Short-term finnacial assets
ANNUAL REPORT 2012
available for sale - fair value
36,961,773
49,729,099
947,268
297,302
Short-term finnacial assets available for sale - purchase value
Total 37,909,041 50,026,401
LAŠKO GROUP
As of 31 December 2012, the value of short-term available-for-sale assets amounted to EUR
264
37,909,041. Compared to the previous year, they reduced by EUR 12,117,360.
1. FINANCIAL INVESTMENT INTO POSLOVNI SISTEM MERCATOR, D. D., LJUBLJANA
As of 31 December 2012, the Company was the owner of 317,498 MELR shares (8.43%), which taking into account a market value of EUR 114 per share on 31 December 2012, amounts to EUR 36,194,772. The fair value of the aforementioned stake as of 31 December 2012 is by EUR 14,783,066 lower than the acquisition cost amounting to EUR 50,977,838 or EUR 160.56 per share. The management estimates that the unsuccessful attempt to sell the MELR shares, the fall in the share price means permanent impairment therefore it was decided to disclose them as a financial expense. PROCEDURES IN A SALE OF A 23.43% STAKE IN PS MERCATOR, D. D., LJUBLJANA
Following unsuccessful discussions with banks, the Supervisory Board of Pivovarna Laško instructed the Management Board to implement the public sale of the MELR shares. A contract on consultation for the sale was signed with NLB on 3 February 20111. A call for tender for the sale of the 23.43% stake in PS Mercator owned by the Laško Group was published on 4 February 2011. The tender fixed the deadline for the submission of binding offers, namely 9 March 2011. In parallel with the public offering, negotiations with the financial fund, Mid Europa Partners Ltd, United Kingdom were held in February. Three offers were received by 9 March 2011 from: Mid Eura UK, Agrokor HR and Warburg Pincus US. The deadline for a decision on the sale of the Mercator Company was specified as 15 April 2011, which was later extended to 30 April 2011. The offer for the purchase of a 23.34% stake of MELR was extended by Agrokor to 4 May 2011. 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 very same day, an action by the companies Pivovarna Laško, Pivovarna Union and Radenska, Radenci, was brought before the Supreme Court against the CPO decision and an application for suspension of the operation of the contested decision was lodged. On 29 April 2011, the Supreme Court of the Republic of Slovenia in its decision N. G 23/2011-11 rejected the proposal for the issue of a temporary order to postpone the enforcement of the contested CPO decision.
sory Board agrees that it could not accept the offer of Agrokor for the purchase of MELR shares owned by the companies in the Laško Group because 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 due to the CPO decision No. 306-29/2011-4 dating 26 April 2011 concerning the ion of the aforementioned Agreement the companies of the Group could not accept the offer of the company Agrokor for the purchase of MELR shares owned by the companies in the Laško Group because 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 related to the signing of the Agreement on the Joint Sale of Mercator were carried out in June 2011. The agreement of the companies in the Laško Group was signed on 8 June 2011. The compa-
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
The Supervisory Board of Pivovarna Laško held on 4 May 2011 adopted the decision: »The Supervi-
an agreement on a joint sale of shares of the Mercator Company with the companies Nova Ljubljanska banka, Abanka Vipa, NFD Holding, NFD, Gorenjska banka, Nova kreditna banka Maribor, Hypo AlpeAdria-bank and Banka Celje that entered into force on 16 June 2011. These contractual parties or the signatories of the agreement are the owner of 1,883,826 MELR shares of the Mercator Company representing a 50.03% stake in the share capital of Mercator. The agreement on a joint sale of shares was concluded for a period of 12 months and involves a possibility of its renewal. In the Agreement, the sell-
ANNUAL REPORT 2012
nies of the Laško Group, namely Pivovarna Laško, Pivovarna union and Radenska, Radenci, concluded
with a financial advisor who will be specified by the contractual parties in accordance with the agreement. In July, a financial adviser for the sale of the investment was selected, namely the ING Company from London and Banka Koper also entered the agreement. Thus the stake increased to 52.10%.
LAŠKO GROUP
ers agreed that the sales procedure of the 50.03% stake in Mercator would be conducted in cooperation
At the extraordinary General Meeting of Shareholders of Pivovarna Laško held on 30 July 2011, a consent was given to enter into a contract of agency in accordance with Article 47 of the Takeovers Act, namely due to the acquisition intention published by the KS Naložbe Company. The financial advisor presented the consortium of sellers with the received offers on 19 October 2011. Four non-binding 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 the decision on the SPA due to the acquisition intention concerning Pivovarna Laško by the American company Eatons Capital from Las Vegas. On 22 December 2011, the Securities Market Agency took the view that the acquisition intention of Eatons Capital was invalid. On the same day, the acquisition intention concerning Pivovarna Laško was published by Poslovni sistem Mercator. On 27 December 2011, the Supervisory Board of Pivovarna Laško took note of the acquisition intention of the Mercator Company and took a decision to further support the continuation of the procedure of a sale of the Mercator shares and to put the topic of a consent to the procedure of a sale on the agenda of the General Meeting in accordance with Article 47 of the Takeovers Act. On 29 December 2011, the convocation of a general meeting was published. The date was 30 January 2012. Based on Article 47 of the Takeover Act the decision concerning the consent to the sale of the shares of Mercator to Agrokor was on the agenda. The exclusive treatment of Agrokor in the negotiations was also prolonged. At its meeting of 27 January 2012, the Supervisory Board took note of the content of the contract of sale of the shares of Poslovni sistem Mercator and agreed with the sale contract and invited the Management Board to reduce risks related to the non-implementation of the contract in the continuation of the negotiations. On 7 February 2012, the Agrokor Company withdrew from the sales process. The view of the Banks is that the sales of a stake in Mercator should continue.
265
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
At its meeting on 27 January 2012, the Supervisory Board of Pivovarna Laško gave its approval to the sale of 317,498 shares or a 8.43% stake in Poslovni sistem Mercator owned by Pivovarna Laško to the Agrokor Company at a price of EUR 221 that can be changed as envisaged by the sales mechanism defined in the sales contract. The approval to the sale of 464,390 shares or a 12.33% stake of the Mercator Company owned by Pivovarna Union to the Agrokor Company was also given by the General Meeting of shareholders of Pivovarna Union on 31 January 2012. In order to sell 96,952 shares or a 2.57% stake of the Mercator Company owned by Radenska, the approval of the Supervisory Board of Radenska was not necessary. On 7 February 2012, the members of the consortium of sellers was submitted the information by the consultant, ING bank, that the Agrokor Company withdrew from the sales process. Based on the adopted strategy for 2012, the companies of the Laško Group continued the activities to
LAŠKO GROUP
ANNUAL REPORT 2012
sell the 23.34% stake in Mercator. Thus, the companies of the Laško Group and other parties interested in the joint sale of the Mercator shares (hereinafter: the sellers) concluded a new agreement on a joint sale at the end of October 2012. The agreement was signed by the sellers who are together the majority owner of shares in Mercator. Currently, a sales process is in the initial phase of organisation.
2. OTHER FINANCIAL INVESTMENTS AVAILABLE-FOR SALE
Among other short-term financial assets available-for-sale, the investment into the shares of Elektro Gorenjska is disclosed in the amount of EUR 947,268 or 1,6 % as well as the investment in the shares of Probanka in the amount of EUR 767,000 (6.27 %). In 2012, the shares in Ceste mostovi Celje, d. d. were impaired fully due to the initiation of the bankruptcy proceedings (EUR 238,355) and the shares of Probanka amounting to EUR 1,342,624.
266 TRENDS OF SHORT-TERM FINANCIAL ASSETS AVAILABLE-FOR-SALE
(in EUR) 2012 2011
Balance as of 1 January
50,026,401
56,698,549
-
(3,397,229)
Changes during the year: Transfer from non-current assets held for sale (MELR)
Impairment (12,058,462) (3,107,634) revaluation
- (253)
Sale (Etol)
(58,898)
(167,032)
Balance as of 31 December
37,909,041
50,026,401
12. SHORT-TERM GRANTED LOANS
(in EUR) 2012 2011
Short-term deposits
3,035,402
880,000
Short-term loans 16,838,613 15,667,888 Less value adjustment
(16,711,277)
(15,442,150)
Balance as of 31 December
3,162,738
1,105,738
Pivovarna Laško, had given collateral 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. The liability arising from given guarantees was disclosed in the accounts of Pivovarna Laško already in 2009 and it was debited to profit or loss in 2009. For the value of loans made to Jadranska Pivovara from Split in 2012 impairment amounting to EUR 1,063,000 was recognised under financial expenses and value adjustment was made. The value adjustment of the short-term loan was performed since a great probability exists that the loan will not be repaid. Short-term loans granted to other entities decreased by EUR 98,402 in 2012 while deposits with banks increased by EUR 2,155,402.
ANNUAL REPORT 2012
vara – Split, to overcome liquidity problems and at the same time repaid a portion of the loan for which
LAŠKO GROUP
bank deposits. In 2012, the Group approved a loan of EUR 1,063,000 to the subsidiary, Jadranska pivo-
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
As of 31 December 2012, short-term granted loans amounted to EUR 3,162,738 and mainly regard
267
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
On the average, the interest rate for short-term loans in 2012 equalled 6%. The disclosed value of short-term loans reflects fair value.
16,754,015 15,648,277 13,188,500 10,068,500 1,063,000 3,162,738
Skupaj
-
- 3,162,738
8,755,015 7,649,277 12,125,500 10,068,500
- 1,063,000
7,999,000 7,999,000 1,063,000
Other companies
Opening balance Adjustment Closing balance of loans given of opening New loans Repayment of loans given 1/1/2012 balance in 2012 in 2012 Impairment 12/31/12
LAŠKO GROUP
Subsidiary companies
(in EUR)
TRENDS OF GRANTED SHORT-TERM LOANS
268
(in EUR) 2012 2011
Credit with banks
192,036
262,562
Cash in hand and cheques received
21,762
35,574
Cash items in the process of collection
81,636
41,714
Total 295,434 339,850
14. SHORT-TERM ACCRUALS AND PREPAID EXPENDITURE
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
13. CASH AND CASH EQUIVALENTS
Accruals and prepaid expenditure
-
49,527
Total
- 49,527
ANNUAL REPORT 2012
(in EUR) 2012 2011
15. EQUITY
LAŠKO GROUP
As of 31 December, the Company does not disclose accruals and prepaid expenditure.
The capital of Pivovarna Laško consists of called-up capital, capital reserves, profit reserves, revenue reserves, retained profit or loss from previous years, surpluses from the revaluation of financial investments classified as assets-for-sale and also not-yet distributed profit for the financial year or the outstanding loss for the financial year. Share capital is shown as shareholders’ equity (capital from stakes or capital contribution). Share capital is divided into called-up share capital and uncalled share capital. Uncalled share capital is deductible from share capital. Called-up capital of Pivovarna Laško is defined in the Articles of Association and equals EUR 36,503,304.96. It is divided into 8,747,652 ordinary transferable named no par value shares. Each share gives its owner a voting right at the annual General Meeting of Shareholders and participation in profits. The nominal value of called-up capital amounted to EUR 36,503,304.96. In 2012, capital reserves reduced by EUR 17,418,428 in order to cover loss. As of 31 December 2012, the reserves totalled EUR 47,256,606 and all of them arise from the paid-in share premium in the previous capital injections. Reserves comprise legal reserves amounting to EUR 3,650,331 and reserves for own shares equalling EUR 139,038. Reserves for own shares decreased in 2012 due to a sale of 4,190 lots to ensure the severance payment to external shareholder and due to revaluation to lower stock exchange value totalling EUR 126,128. In 2012, Pivovarna Laško acquired 3,435 own shares from the subsidiary, Radenska, that were used together with the initial balance of 755 lots to make the severance payment on the basis of the con-
269
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
trolling contract. As of 31 December 2012, Pivovarna Laško does not have own shares; however, own shares are possessed by the subsidiaries, namely Radenska 17,760 lots and Pivovarna Union 2,131 lots. On 31 December 2012, own shares were recalculated to the exchange market price that amounted to EUR 6.99. As a controlling company, Pivovarna Laško has formed reserves for own shares owned by companies in the Laško Group. Statutory reserves can exclusively be used for covering loss. Revaluation surplus was formed based on the effects of the revaluation of property and financial assets held for sale to fair value. The revaluation surplus formed in the previous years was derecognised due to the sale of shares whose effect of revaluation was disclosed in the revaluation surplus. Revaluation surplus whose value amounted to EUR 3,856,195 on 31 December 2012 refers in full to the revaluation of property. In 2012, the property revaluation surplus decreased by the transfer of depreciation
LAŠKO GROUP
ANNUAL REPORT 2012
from revaluation in the amount of EUR 859,740 and increased by the recalculated deferred taxes to new, lower tax rates. As of 31 December 2012, book value of a share of Pivovarna Laško equalled to EUR 10.46 in accordance with IFRS. At the end of 2012, the market value of a share equalled EUR 6.99 and was by 33.2% lower than the book value.
16. PROVISIONS AND LONG-TERM ACCRUED COSTS AND DEFERRED REVENUE
16. A. PROVISIONS FOR SEVERANCE GRANTS AND JUBILEE AWARDS OR OTHER LONG-SERVICE BENEFITS
(in EUR) 2012 2011
270 Provisions for severance grants and jubilee awards
1,259,169
1,088,909
Total 1,259,169 1,088,909
Provisions are established for estimated liabilities with regard to the payment of severance grants and jubilee awards such as long-term benefits for years of service at the date of that statement of financial position and discounted to current value. Provision was made for planned payments. When calculating potential liabilities with regard to the retirement grant, the provisions of the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the tax base are taken into consideration. If the amount of the retirement grant exceeds the amount from the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the tax base, the employer needs to pay the 16.1% contributions for the excess amount. Overview of additional assumptions: • Growth of average wages in the Republic of Slovenia is assumed to be o.9% annually in 2013, 1.7% in 2014 and 3.0% in further years, which represents the estimated long-term growth of wages; • The calculation takes into consideration the growth of amounts of the retirement grants and jubilee awards in the Decree on the levels of reimbursed work-related expenses and of certain income not to be included in the tax base as assumed in the previous indent for the growth of the average wage in the Republic of Slovenia (it is an assumption that the bases will be changing in accordance with the growth of the average wage in the Republic of Slovenia since we are not aware of the actual
related expenses and of certain income not to be included in the tax base); • The calculation of liabilities from severance payments is tied to the o the years of pensionable service of each individual employee. The selected discounted interest rate is 4.60% annually, which equals the return on 10-year corporate bonds with high credit rating in Euro zone at the end of November 2012 increased by add-on concerning the local risk. TRENDS OF PROVISIONS FOR RETIREMENT GRANTS AND JUBILEE AWARDS
Severance benefits paid Jubilee upon retirement awards Total
Balance as of 1/1/2012
775,177
Increase
313,732
1,088,909
6,789 255,217 262,006
Reduction - absorption
(51,043)
(31,931)
(82,974)
-
(8,772)
(8,772)
730,923
528,246
1,259,169
Reduction - removed Balance as of 31/12/2012
Compared to 2011, provisions for retirement grants and jubilee awards in 2012 decreased by actual
ANNUAL REPORT 2012
(in EUR)
LAŠKO GROUP
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
intention of the legislator concerning the amounts in the Decree on the levels of reimbursed work-
retirements and payments of jubilee awards in the amount of EUR 82,974, and by the amount of provisions for jubilee awards in the amount of EUR 8,772. The provisions increased by the amount of additional provisions established for retirement grants in the amount of EUR 262,006 due to changes in the employment structure and modified conditions of retirement.
16. B. PROVISIONS AND LONG-TERM ACCRUED COSTS AND DEFERRED REVENUE
(in EUR) 2012 2011
Provisions and long-term accruals and deferred income
90,290
332,488
Skupaj 90,290 332,488
TRENDS OF LONG-TERM ACCRUED COSTS AND DEFERRED REVENUE Newly Sbalance as of Absorption formed Balance as of (in EUR) 1/1/2012 in 2012 Removed in 2012 31/12/2012
LONG_term ADE - disabled above the quota
132,488
105,651
-
63,453
90,290
provisionse - guaranteeJadranska pivovara 200,000 - 200,000 - Total
332,488 105,651 200,000 63,453 90,290
271
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
Long-term accrued costs and deferred revenues decreased by EUR 200,000 in 2012 due to the transfer of the current part of liabilities from the guarantee 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 63,453.
17. LONG-TERM FINANCIAL LIABILITIES
(in EUR) 2012 2011
Long-term loans from banks
3,447,498
68,705,112
Long-term loans from other companies
27,172
37,465
Total 3,474,670 68,742,577 transfer to short-term financial liabilities
(660,000)
(43,453,224)
Total 2,814,670 25,289,353
Long-term financial liabilities relate to the long-term loans received from banks. In September 2012,
LAĹ KO GROUP
it was agreed with the creditor banks on the rescheduling of the liabilities and based on this agree-
272
ment the majority of long-term loans matures on 30 March 2013. Therefore, long-term loans totalling EUR 24,629,353 were transferred to short-term liabilities. And short-term loans amounting to EUR 3,987,500 were transferred to long-term financial liabilities that mature in 2015. The short-time part of the loan concerned amounts to EUR 660,000. On average, the interest rate for long-term loans in 2012 amounted to 5.07%. The disclosed value of long-term loans reflects their fair value. MATURITY OF LONG-TERM LOANS FROM BANKS
(in EUR) 2012 2011
Maturity from 4 to 6 years
-
4,323,172
Maturity from 2 to 4 years
2,127,498
8,114,505
Maturity from 1 to 2 years
660,000
12,814,211
Short-term part of long-term financial liabilitties
660,000
43,453,224
Total 3,447,498 68,705,112
-
10,292
-
27,173
-
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
68,742,577 3,987,500 552,584 69,362,820 2,814,673 660,000
37,465
68,705,112 3,987,500 542,292 69,362,820 2,787,500 660,000
Long-term loans are secured by securities, mortgages and pledged property (detailed note under Short-term financial liabilities.
Total banks
Long-term loans obtained from other companies
Total banks
Transfer to Principal of Changes from short-term FL Balance Part that debt short- Repayment and short-term of debt matures (in EUR) 1/1/2012 term in 2012 part of FL 31/12/2012 in 2013
TRENDS OF THE LONG-TERM LOANS ACQUIRED FROM THE BANKS AND OTHER COMPANIES
273
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
18. CURRENT LIABILITIES 18. A. CURRENT OPERATING LIABILITIES
(in EUR) 2012 2011
Short-term liabilities to companies in the Group as suppliers
8,332,777
7,833,917
Short-term liabilities to other suppliers
6,946,283
6,321,150
Short-term liabilities to others: to employees 613,052 680,087 to state 3,311,752 5,783,249 Short-term liabilities for advances
122,485
197,777
Other short-term liabilities
1,513,884
361,110
LAĹ KO GROUP
ANNUAL REPORT 2012
Total 20,840,233 21,177,290
274
Compared to the previous year, short-term operating liabilities decreased by EUR 384,607. Trade liabilities amounting to EUR 15,118,358 that increased by EUR 963,291 compared to the previous year represent the biggest share under short-term operating liabilities. Liabilities to the companies in the Group that amount to EUR 8,219,625 represent 54.3% of all trade payables. In 2012, liabilities to the companies of the Group increased by EUR 385,708 whereas liabilities to other suppliers increased by EUR 577,583. Large proportion of liabilities to the companies in the Group has already matured, namely EUR 5,437,683 representing 26.15% of all short-term operating liabilities. Compared to the last day of the previous year, liabilities to state decreased by EUR 2,471,497 mainly due to lower liabilities related to value added tax and excise duty.
18. B. SHORT-TERM CORPORATE TAX LIABILITIES
As of 31 December 2012 as well as on the last day of 2011, the Company did not disclose any corporate income tax liabilities. The Company disclosed a surplus of tax revenues over expenses in the amount of EUR 4,489,143 in 2012. The tax return of the Company disclosed a tax loss of EUR 3,198,090 in 2011. Uncovered tax loss on the last day of 2012 amounted to EUR 7,725,484.
18. C. SHORT-TIME FINANCIAL LIABILITIES
(in EUR) 2012 2011
Short-term part of long-term financial liabilities
660,000
43,453,224
Short-term loans obtained from Group companies
1,807,753
2,166,940
Short-term loans obtained from Group companies
42,450,977
42,449,526
Short-term loans obtained from banks
213,433,218
153,870,985
Other long-term liabilities from financing
777,382
810,146
Total 259,129,330 242,750,821
As of 31 December 2012, short-term financial liabilities totalled EUR 259,129,329. Short-term loans from the banks amount to EUR 213,433,218 and the loans acquired from the companies of the Group EUR 42,450,977.
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
196,320,508 2,511,411 69,362,825 3,987,500 7,663,048 256,544,196
Total banks
ANNUAL REPORT 2012
42,449,526 1,452 - - - 42,450,978
Total other lenders
LAŠKO GROUP
153,870,982 2,509,959 69,362,825 3,987,500 7,663,048 214,093,218
Principal New Short-term transfer to Balance of debt loans part of long- long-term repayment debt 1/1/2012 in 2012 term loans loans in 2012 31/12/2012
Total banks
(in EUR)
TRENDS OF SHORT-TERM LOANS FROM THE BANKS AND OTHER LENDERS
275
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
The value of short-term financial liabilities on the last day of 2012 amounted to EUR 259,129,329 and compared to the previous year it increased by EUR 16,769,008. Short-term loans from banks increased by EUR 16,769,008 due to the transfer of long-term loans whereas short-term loans acquired from the companies in the Group increased by EUR 1,451 due to interest. The average interest rate for short-term loans from banks in 2012 equalled 5.18% and for short-term loans obtained from the companies of the Laško Group 5.79%. The disclosed value of short-term financial liabilities reflects their fair value. To secure the short-term loans, the Group pledged 539,516 shares (80.83%) of the Delo Company, 4,399,803 shares (86.92%) of Radenska, 440,295 shares (97.60%) of Pivovarna Union, 317,498 shares (8.43%) of Poslovni sistem Mercator, 213,115 shares (6.27%) of Probanka, Maribor, 645,003 shares (20.6%) of Thermana, Laško, 270,648 shares of Elektro Gorenjska (1.6%). A portion of the short-term
ANNUAL REPORT 2012
loans are additionally insured with a mortgage and a lien on moveable assets and investment real estate. As of 31 December 2012, the book value of the pledged shares amounted to EUR 272,090,080. A part of short-term loans is additionally secured by mortgage and pledged investment property. The book value of pledged immovable and movable property and investment property equalled EUR 34,559,215 on 31 December 2012. Short-term loans are also secured by accounts receivable and as of 31 December 2012 they totalled EUR 9.000.000 and by pledged brands equalling EUR 50,000,000. The value of all unpaid short-term loans secured by shares, a mortgage, and liens on moveable assets,
LAŠKO GROUP
investment property and accounts receivable amounted to EUR 214,093,218 as of 31 December 2012. Short-term loans in the amount of 42,450.977 that the Company obtained from its subsidiaries are secured by bills of exchange.
19. ACCRUALS AND DEFERRED INCOME
276 (in EUR) 2012 2011
Short-term accruals and deferred income
4,751,862
5,483,052
Total 4,751,862 5,483,052
The liability regarding the guarantee for Jadranska pivovara in the amount of EUR 510,463 and liability arising from the guarantee for Nova kreditna banka Maribor in the amount of EUR 3,637,650 are disclosed under accrued costs and deferred revenues as well as the liabilities in respect of leave not taken amounting to EUR 149,134. Accrued costs and deferred revenues were reduced by the mobilised guaranteed for the loan to Jadranska pivovara in the amount of EUR 1,020,926. Due to its poor financial position, Jadranska pivovara was unable to settle the outstanding loan instalments therefore Pivovarna Laško settled them on the basis of the guarantees signed in 2005, 2007 and 2008. At the end 2009, the value of the guarantee for the loans granted to Jadranska pivovara – Split amounted to 5,110,524 whereas on the last day of 2012 it equalled EUR 510,463. The previous Management Board of Pivovarna Laško pledged 345,304 shares of Radenska 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. Since Center naložbe failed to repay the loan upon maturity, the creditor Nova kreditna banka Maribor based on the contract on the lien of securi-
reduced its investment in Radenska by 345,304 shares, which the previous Management Board of Pivovarna Laško had pledged to the benefit of the company Center naložbe for its origination of a loan from NKBM.The District Court in Maribor ruled in favour of the applicant. The decision became final on 8 December 2011. The creditor, NKBM, submitted an application for the enforcement based on the enforceable title (Article 17 of the Enforcement and Securing of Civil Claims Act) and the Court issued an enforcement decision that same day. Enforcement has not yet been implemented by the date of the confirmation of the annual report.
20. OPERATING REVENUES AND EXPENSE
20. A. ANALYSIS OF SALES REVENUES BY MARKET
(in EUR) 2012 2011
Revenues from sale of products and services in Slovenia
56,897,415
63,112,064
Revenues from sale of products and services on foreign market
13,338,199
11,515,153
Revenues from sale of materials and merchandise in Slovenia
18,641,738
19,065,985
83,594
621,046
Revenues from sale of materials and merchandise onforeign market
Total 88,960,946 94,314,248
ANNUAL REPORT 2012
banka Maribor as the lien creditor and defendant Pivovarna Laško as the lien debtor, the Company
LAŠKO GROUP
decision. In 2011, on the basis of a final judgment in a dispute between the plaintiff Nova Kreditna
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
ties, filed an application for the enforcement. The Company filed an appeal against the enforcement
277 20. B. ANALYSIS OF SALES REVENUES BY TYPES OF PRODUCTS
(in EUR) 2012 2011
Revenues from the sale of beera
66,586,303
71,540,375
Revenues from the sale of other beverages
2,882,966
1,507,797
Sales revenues - other
19,491,677
21,266,076
Total 88,960,946 94,314,248
Compared to 2011, net sales revenues decreased by 5.67%. On the domestic market, the revenues generated through the sale of products and services decreased by EUR 6,638,896 whereas on foreign markets they increased by EUR 1,285,594. On foreign markets, the biggest shares of revenues are achieved on the markets of former Yugoslavia, mainly in Croatia, but also the shares on the EU markets have been increasing. In the beer segment, net turnover decreased by 6.92%; however, in the segment of other beverages, net turnover increased – mainly the sales of sweet beverages. The net turnover relating to the sale of merchandise decreased by 8.34%.
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
20. C. OTHER OPERATING REVENUES (INCLUDING OPERATING REVENUES FROM REVALUATION)
(in EUR) 2012 2011
Revenue from reversal of provisions
LAĹ KO GROUP
37,031
Other operating revenues
727,779
379,837
Operating rervenues from revaluation - short-term assets
154,992
752,420
Operating rervenues from revaluation - long-term assets
19,832
1,368,961
Total 979,573 2,538,249
20. D. OPERATING COSTS AND EXPENSES
(in EUR) 2012 2011
Costs of sold merchandise (Horeca)
18,441,351
19,294,414
Costs of materials, raw materials and merchandise
24,950,863
25,074,794
Costs of services
18,580,633
21,500,781
Depreciation 4,943,657 6,294,430 Revaluation from operating expenses - long-term assets
278
76,970
209,782
1,488,403
Revaluation from operating expenses - short-term assets
456,989
183,705
Costs of salaries
8,030,817
7,857,203
Contributions for social security
1,355,771
1,321,768
Other labour costs
1,629,176
1,459,386
Costs of provisions
262,006
61,137
Other operating expenses
1,846,530
1,734,344
Total 80,707,575 86,270,365
Compared to the previous year, operating expenses decreased by EUR 5,562,790 or 6.4%. The purchase value of the merchandise sold decreased by 4.4% but costs of raw materials and materials remained at the level of 2011. Costs of services also decreased, namely by EUR 2,920,148 or 13.6%. Revaluation from operating expenses also decreased because property revaluation was not performed at the end of 2012. Due to limited investments in recent years the cost of depreciation in 2012 reduced by EUR 1,350,773 compared to the previous year.
Year 2012
Production Costs of costs of products
(in EUR)
and goods sold
Sales general costs activities
Total
Costs of merchandise sold (Horeca)
-
18,441,351
-
18,441,351
and merchandise
24,104,299
515,365
331,199
24,950,863
Costs of services
2,070,565
12,431,813
4,078,255
18,580,633
Depreciation
3,590,392
546,819
806,446
4,943,657
4,858
4,037
200,887
209,782
-
416,616
40,373
456,989
Costs of materials, raw materials
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
20. E. COSTS BY FUNCTIONAL GROUP
Operating expenses from revaluation of short-term assets Labour costs
4,707,144
2,996,232
3,312,388
11,015,764
Costs of provisions
120,724
61,563
79,719
262,006
Other costs
221,843
383,454
1,241,233
1,846,530
Total
34,819,825 35,797,250 10,090,500 80,707,575
Year 2011
Production Costs of costs of products
(in EUR)
and goods sold
Sales general costs activities
Total
Costs of merchandise sold (Horeca)
-
19,294,414
-
19,294,414
and merchandise
24,377,502
426,084
271,208
25,074,794
Costs 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
15,018
60,187
1,413,198
1,488,403
525
148,688
34,492
183,705
4,546,916
3,052,231
3,039,210
10,638,357
24,191
12,138
24,808
61,137
289,001
257,616
1,187,727
1,734,344
Costs of materials, raw materials
Operating expenses from revaluation of long-term assets Operating expenses from revaluation of short-term assets Labour costs Costs of provisions Other costs Total
LAĹ KO GROUP
revaluation of long-term assets
ANNUAL REPORT 2012
Operating expenses from
36,586,409 38,139,906 11,544,050 86,270,365
In 2012, the production costs increased by EUR 288,098 and the costs of general activities went up by EUR 2,496,625. Costs of sale increased by EUR 4,022,345.
279
LAĹ KO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
2O. F. OTHER OPERATING EXPENSES
280
(in EUR) 2012 2011
Taxes and other charges
2,733
11,420
Charges related to water and ecology
212,948
285,850
3,812
-
Land use compensation
144,089
139,261
membership fees to associations
27,886
37,989
Other costs (donations, enforcement)
403,086
420,988
default interest expenses
343,508
272,958
Investment property impairment expenses
312,284
124,751
Other operating expenses
396,184
441,128
scholarships and awards to pupils performng mandatory practice
Total 1,846,530 1,734,345
2O. G. COSTS OF DISCONTINUED OPERATION
(in EUR) 2012 2011
Operating expenses from revaluation - short-term assets
217,104
217,104
Total 217,104 217,104
21. FINANCIAL REVENUES AND EXPENSES
(in EUR) 2012 2011
FINANCIAL REVENUES excluding excghange rate differences
9,535,152
3,981,190
Financial revenues from profit participation
9,377,953
3,936,488
Financial revenues from loans given
31,617
24,001
Financial revenues from operating receivables
125,582
20,701
(34,008,618)
(31,073,148)
and write offs of financial investments
(19,505,485)
(15,676,362)
Financial expenses from financial liabilities
(14,503,133)
(15,381,190)
Financial expenses from operating liabilities
-
(15,596)
Exchange rate differences from financing
(781)
39
Negative exchange rate differences
(936)
-
Positive exchange rate differences
155
39
Net financial expenses
(24,474,247)
(27,091,919)
FINANCIAL EXPENSES excluding excghange rate differences Financial expenses from impairment
Financial expenses exceed financial revenues by EUR 24,474,247. Financial expenses arising from financial liabilities amount to EUR 14,503,133 and from impairment of financial investments EUR
and the loans received from the companies in the Group total EUR 2,453,798. Impairments of the following investments are shown among financial expenses: in the Delo Company in the amount of EUR 7,446,003 (based on appraisals performed by a certified business valuator), shares of Poslovni system Mercator in the amount of EUR 10,477,434 (on the basis of revaluation to the fair market price), shares of Probanka, Maribor in the amount of EUR 1,342,624 (based on revaluation to the stock exchange value), shares of the Ceste mostovi Celje Company in the amount of EUR 238,355 (due to the initiation of the bankruptcy proceedings) the said shares are valued to zero EUR on the last day of 2012). 21. A. DISCONTINUED OPERATIONS
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
19,505,485. Financial expenses related to loans obtained from the banks amount to EUR 12,049,335
and write offs of fin. investments
(1,063,000)
(1,833,608)
Net financial expenses
(1,063,000)
(1,833,608)
22. INCOME TAX
(in EUR) 2012 2011
LAŠKO GROUP
Financial expenses from impairment
ANNUAL REPORT 2012
(in EUR) 2012 2011
Deferred tax (1,663,509) (2,895,196)
281 Total (1,663,509) (2,895,196)
22. A. DEFERRED TAX FROM CONTINUING OPERATIONS
(in EUR) 2012 2011
Deferred tax from retained operations
305,471
2,528,474
Total 305,471 2,528,474
22. B. DEFERRED TAX FROM DISCONTINUED OPERATIONS
(in EUR) 2012 2011
Deferred tax from discontinued operations
(1,968,980)
Total (1,968,980)
366,722 366,722
LAĹ KO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a ĹĄ ko, d. d.
22. C. CALCULATION OF CORPORATE TAX
(in EUR) 2012 2011
Profit or loss before taxation
(16,846,756)
(18,423,464)
Adjustment of revenues to granted revenue tax level
(8,967,536)
(3,571,580)
Non-recognised tax expenses
21,325,148
18,684,561
Tax base I
(4,489,144)
(3,310,483)
Tax calculated according to the valid tax rate
Change in tax base
1,303,871
112,394
Tax base II
(3,185,273)
(3,198,089)
Tax relief - Tax base III
(3,185,273)
(3,198,089)
Tax loss (3,185,273) (3,198,089) Tax - -
In 2012, tax loss amounting to EUR 3,185,273 was made. Due to this loss, tax relief that could be brought forward to the next year was not established. On the last day of 2012, the Company showed an uncovered tax loss of EUR 7,658,340 of which deferred tax receivables according to a 15% tax rate amounted to EUR 1,148,751 which will be accounted for in future years from taxable income.
282 The authorities can verify the operations of the company any time in the period five years after it would have had to be paid and this can result in additional tax liabilities, the interest charged on arrears of taxes due and fines imposed by taxation authorities with regard to corporation tax. The management of the company is not aware of any circumstances that could represent relevant liabilities.
23. EXCHANGE RATE DIFFERENCES
Exchange rate differences from operations and financing considered in the Income Statement are as follows: (in EUR) 2012 2011
Exchange rate differences from financing
(781)
Total (781)
39 39
(in EUR) 2012 2011
total loss (18,510,265) (15,528,268) Number of all ordinary shares issued
8,747,652
8,747,652
Own shares 454 755 Weighted number of issued ordinary shares
8,747,198
8,746,897
Net loss per share
(2.12)
(1.78)
Adjusted net loss per share
(2.12)
(1.78)
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
24. LOSS PER SHARE
number of own shares.
25. CHANGES IN OTHER COMPREHENSIVE INCOME
ANNUAL REPORT 2012
Net loss per share is calculated by dividing net revenue which belongs to the shareholders by the weighted average number of shares on the market during the year, with the exception of the average
Financial assets available for sale
(3,345)
909,524
Profit / loss from property revaluation
201,543
(115,944)
Defered taxes from revaluation
237,835
(67,907)
Other comprehensive income
436,033
725,673
26. DIVIDENDS PER SHARE
In 2012, dividends were not paid similarly to 2011.
5.4.6 FINANCIAL INSTRUMENTS AND RISKS 27. FINANCIAL RISKS
27. A. CREDIT RISK
Credit risks include all those risks resulting in the decline of the company’s economic benefits due to insolvency of the company’s business partners, namely the buyers and borrowers, and failure to meet their contractual obligations. To this end, the receivables are constantly monitored by business partner and maturity and the collection, reminders and charging interest on arrears and also the recovery through enforcement of judicial decisions contribute to better payment discipline of our buyers. The Laško Group manages the credit risk also by securing receivables on foreign markets. Receivables from more risky partners on the domestic and foreign markets are additionally secured by bank guarantees and mortgages. When such security can not be provided with certainty, business is conducted on the basis of advances. In 2012, the credit risk increased and increased risk is also expected in 2013.
LAŠKO GROUP
(in EUR) 2012 2011
283
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
At the end of 2012, even the payment discipline of our major buyers worsened, which caused additional liquidity problems. It is believed that there is a considerable risk of spreading late-payment culture also in 2013, which is the result of the financial crisis in all the segments of the economy. MATURITY OF TRADE RECEIVABLES
(in EUR) 2012 2011
Non-maturity 13,790,163 18,072,827 Maturity from 1 to 30 days
3,725,674
1,374,665
Maturity from 31 to 60 days
217,740
468,381
Maturity from 61 to 90 days
378,452
107,097
Maturity over 90 days
5,282,383
4,901,518
Balance as of 31 December
23,394,412
24,924,488
At the end of 2012, the Company reduced trade receivables by 6.1% compared to 2011. As of 31 December 2012, the majority of receivables were not yet due or are the amounts due up to 30 days. With regard to receivables due over 90 days and amounting to EUR 5,391,058 value adjustment was formed
LAŠKO GROUP
of EUR 5,008,289. More detailed information on the amounts due and adequate measures still enable the management of credit risk. Domestic customers provided the Company with the guarantees amounting to EUR 1 million and foreign customers in the amount of EUR 1.8 million whereas the mortgages and surety bonds equalled EUR 2.0 million.
284 27. B. LIQUIDITY RISK
With regard to financial risks, monitoring liquidity risk which means the risk of loss due to shortterm and long-term insolvency is of particular significance. To avoid problems with the current liquidity, the Company manages the liquidity risk, drafts and implements a policy of regular liquidity management including the plans of cash outflows and sufficient inflows. It is difficult for the Company to manage the liquidity risks through suitable credit lines for the short-term management of cash flows in the form of revolving credits and the allowable transaction account limits. In addition, all loans from the banks are appropriately secured with the assets of the Company, so should an unfavourable situation in the financial market arise with the banks requiring the repayment of loans at maturity, the Company can repay the loans by selling the assets of the Company. As of 31 December 2012, Pivovarna Laško discloses a surplus of EUR 211,844,623 of short-term liabilities over short-term assets. The coefficient calculated as the ratio between the short-term assets and short-term liabilities equals 0.26, which results in a high degree of liquidity risk. In accordance with the adopted five-year strategy of operations of the Laško Group, procedures for the sale of all non-strategic investments began to intensify already in 2010. Procedures for the sale of a 79.25% stake in the newspaper company Večer, an 80.83% stake in the Delo Company and a 23.34% stake in Poslovni sistem Mercator, and all other investments and property not required for business were implemented in 2012. At the same time, the management discusses comprehensive solutions with the creditor banks with regard to long-term rescheduling of all our liabilities.
liquidity problem is to acquire new sustainable sources (capital injection). Within the strategic measures of financial restructuring there will be negotiations held with the banks concerning the rescheduling of loans in the long run. The one-year agreement on the rescheduling of loans concluded with the banks in May 2012 expires on 31 March 2013. More detailed information is provided in the business report on pages 103 and 104. The activities aiming at the agreement on debt rescheduling are performed on a daily basis whereas no agreements have been reached concerning the acquisition of new sustainable resources. The results of the Company’s operations are good and positive; however, due to negative financing cash flow being the result of high interest expenses and the impairment of financial investments the Company has been disclosing loss for several successive years. AGE STRUCTURE OF TRADE PAYABLES
(in EUR) 2012 2011
Non-maturity 9,106,876 8,952,248 Maturity from 1 to 30 days
1,709,888
1,333,446
Maturity from 31 to 60 days
1,329,138
1,683,566
Maturity from 61 to 90 days
2,302,928
1,495,007
Maturity from 91 to 180 days
817,270
655,404
Maturity from 181 to 360 days
(11)
-
Maturity over 360 days
12,971
35,396
Total 15,279,060 14,155,067
MATURITY OF SHORT-TERM FINANCIAL LIABILITIES TO THE BANKS
(in EUR) 2013
January- March
199,726,061
April - June
13,601,787
July - September
522,143
October - December
254,286
Total 214,104,277
MATURITY OF LONG-TERM FINANCIAL LIABILITIES TO THE BANKS
(in EUR) 2012 2011
Maturity from 4 to 6 years
-
4,323,172
Maturity from 2 to 4 years
2,127,500
8,114,505
Maturity from 1 to 2 years
660,000
12,814,211
Total 2,787,500 25,251,888
ANNUAL REPORT 2012
also as important owners of the Company). If the sale of property fails, the only possible solution to the
LAŠKO GROUP
ous liquidity problems that can only be solved by an agreement with the banks (acting as creditors and
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Until the sales of individual investments are successfully completed, Pivovarna Laško will have seri-
285
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
27. C. INTEREST RATE RISK
Interest rate risk of the Company arises from long-term and short-term financial obligations. Due to financial obligations, the Company is exposed to interest rate risk of cash flow. Interest rate risk represents a possible change in the interest rate on the financial market, mainly due to taking out loans linked to a variable interest rate (EURIBOR). From the end of 2011, a decreasing tendency of EURIBOR can be observed, which had a positive impact on loan charges linked to a variable interest rate (EURIBOR). Financing under variable interest rate conditions represents one third of all Company financing while the other two thirds are represented by loans with a fixed interest rate. It is estimated that the Company’s exposure to interest rate risks in 2012 (the same as in 2011) is still moderate and manageable. Average interest difference (in EUR) Interese level rate in % in interest
Actual interest expenses
13,781,846
5.28
-
16,392,044
6.28
2,610,198
11,171,648
4.28
(2,610,198)
17,697,143
6.78
3,915,297
9,866,549
3.78
(3,915,297)
Expenses in the case of increase in int. rate by 1% Expenses in the case of decrease in int. rate by 1 %
LAŠKO GROUP
Expenses in the case
286
of increase in int. rate by 1,5 % Expenses in the case of decrease in int. rate by 1,5 %
If the average interest rate increased by 1%, and the indebtedness remained at the same level, expenses would increase by EUR 2,610,198 and in the case of 1.5% increase in the average interest rate, expenses would increase by EUR 3,915,297. If the average interest rate decreased by 1%, and the indebtedness remained at the same level, finance expenses would decrease by EUR 2,610,198 and in the case of 1.5% decrease in the average interest rate, finance expenses would increase by EUR 3,915,297.
27. D. PRICE RISK
The Company is exposed to price risks on the downstream side and on the upstream side. On the downstream side, a risk is the increase of retail prices compared to the dropping purchasing power of the population. The retail prices are also affected by the trade margin, the level of excise duty and value added tax. With regard to the situation in the country, there is a potential risk of increasing excise duty on alcohol and alcoholic beverages – beer, the introduction of excise duty on sweet drinks and increased rate of value-added tax. All these risks can result in increased retail prices. This increase can cause a shift of focus of consumers to cheaper products, the substitutes of our products (e.g.: shift from beer to wine since there is no excise duty on wine and is thus relatively cheaper) or a shift to shopping abroad where these duties are lower. Each drop in sales of the beer on the domestic market by 1% represents the decrease in revenues by EUR 560,000 compared to the revenues in 2012. The Company has no influence on this risk regarded as relevant.
reduced by globalisation. However, global inflation pressures of oil, poor harvests, climate changes, currency fluctuations and similar could gain in importance. The risks are minimised by including all the adequate suppliers into the supply chains within the Laško Group and thus ensure optimal prices and undisturbed supply.
27. E. FOREIGN EXCHANGE RISK
Foreign exchange risk is insignificant since most contracts concluded by the Company with the suppliers are expressed in EUR and therefore the changes in exchange rates have little or no direct effect on our prices. The same applies to our products that are invoiced in EUR.
27. F. EQUITY MANAGEMENT
The main purpose of the management of the Company’s equity is to ensure, as far as possible, credit rating and capital adequacy to finance the operations and to maximise the value for the owners.
ANNUAL REPORT 2012
individual harvest of barley, maize and hops are assessed as moderate since the impact is slightly
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
Risks on the upstream side due to the exposure to the prices of input materials that depend on the
(in EUR) 2012 2011
Financial liabilities 261,943,999 268,040,173
LAŠKO GROUP
Calculation of the ratio between net financial liabilities and equity (gearing ratio):
Cash 295,464 339,850 Net financial liabilities
261,648,535
267,700,323
Capital 91,419,597 109,571,175 Gearing ratio (v %)
286.21
244.32
The ratio between net financial liabilities and equity indicates that Pivovarna Laško is overindebted.
27. G. RISK OF A CHANGE IN FAIR VALUE OF THE FINANCIAL INVESTMENTS
The risk of changes in fair value of financial investments, tangible fixed assets and investment property is undoubtedly also an important financial risk. In should be highlighted that financial investments are increasingly difficult to sell at desirable prices compared to the purchase price a few years ago when most of them were acquired. The risk can be observed in the segment of financial expenses where financial expenses from the impairment and write-offs of financial investments are presented. There is a considerable risk that also in 2013 impairments will be necessary as a result of the drop in stock exchange prices in general and not only in Slovenia owing to the ongoing market turmoil and a lack of liquidity of the entire economy. It is estimated that the biggest risk of impairment is attributable to our investment in Mercator since the general financial and economic crises also affects the segment of population and this is consequently reflected in the operations of the biggest trading company. In 2012, the Company booked impairment and write-offs of investments totalling EUR 20,5 million of financial expenses.
287
Fair value Differ. - impact on Differ. - impact on
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
288
(in EUR)
as of Differ. - impact on
revaluation
31/12/12 value DFN
deferred tax
surplus
liability
Market value MELR as of 31/12/2012
39,194,772
-
Increase in price by 20 %
47,033,726
7,838,954
6,271,164
1,567,791
Decrease in price by 20 %
31,355,818
(7,838,954)
(6,271,164)
(1,567,791)
Increase in price by 5 %
41,154,511
1,959,739
1,567,791
391,948
Decrease in price by 5%
37,235,033
(1,959,739)
(1,567,791)
(391,948)
- -
AVAILABLE-FOR-SALE FINANCIAL ASSETS MEASURED AT FAIR VALUE AS OF 31 DECEMBER
(in EUR) 2012 2011
Level 1 36,194,772 46,672,206 Level 2 1,714,269 3,056,893 Total 37,909,041 49,729,099
5.4.7 RELATIONS WITH THE RELATED PARTIES 28. TRANSACTIONS WITH RELATED PARTIES
28. A. SALE TO THE COMPANIES IN THE LAŠKO GROUP
(in EUR) 2012 2011
Radenska, d. d. Radenci
2,079,928
972,404
Vital Mestinje, d. o. o.
38,332
816
Skupina Union 12,370,260 11,762,662 Skupina Delo
-
2,880
Jadranska pivovara - Split, d. d.
-
49,373
Laško Grupa, d. o. o., Sarajevo
248,499
-
Laško Grupa, d. o. o., Zagreb
274,000
-
Total 15,011,019 12,788,135
3,225,305
2,994,119
Vital Mestinje, d. o. o.
583,861
252,729
Skupina Union 18,652,101 20,803,297 Skupina Delo 15,688 31,131 Jadranska pivovara - Split, d. d.
114,245
715,276
Laško Grupa, d. o. o., Sarajevo
344,658
163,020
Laško Grupa, d. o. o., Zagreb
883,936
867,426
Total 23,819,794 25,826,998
The data are given in gross values including the value added tax. The purchase by related companies mainly relate to the purchase of commercial goods in Horeca.
28. C. RECEIVABLES FROM AND PAYABLES TO THE COMPANIES IN THE LAŠKO GROUP
(in EUR) 2012 2011
Operating receivables - companies of the Laško group Radenska, d. d. Radenci
376,912
134,504
Vital Mestinje, d. o. o.
16,545
42
Skupina Union 2,016,950 1,242,011 Skupina Delo
-
2,880
Jadranska pivovara - Split, d. d.
2,699,492
2,590,857
Laško Grupa, d. o. o., Sarajevo
-
38,916
Laško Grupa, d. o. o., Zagreb
228,100
(2,590,857)
Total 5,337,999 1,418,353 Operating liabilities - companies of the Laško group Radenska, d. d. Radenci
312,500
393,761
Vital Mestinje, d. o. o.
-
118
Skupina Union 7,869,189 7,415,762 Jadranska pivovara - Split, d. d.
4,550
-
Laško Grupa, d. o. o., Sarajevo
33,386
13,489
Laško Grupa, d. o. o., Zagreb
-
10,787
Total 8,219,625 7,833,917
ANNUAL REPORT 2012
Radenska, d. d. Radenci
LAŠKO GROUP
(in EUR) 2012 2011
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
28. B. PURCHASE FROM THE COMPANIES OF THE LAŠKO GROUP
289
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
28. D. LOANS ACQUIRED FROM THE COMPANIES OF THE LAŠKO GROUP
290
(in EUR) 2012 2011
Radenska, d. d., Radenci
33,100,000
33,100,000
Skupina Union 9,300,000 9,300,000 Firma Del, d. o. o., Laško
50,977
49,526
Total 42,450,977 42,449,526
In 2012, the amount of liabilities under the loans was increased due to interest on a loan of Firma Del, d. o. o. As of 31 December 2012, liabilities to Radenska arising from the interest on the loans granted amount to EUR 146,962 and to Pivovarna Union EUR 43,324.
28. E. LOANS MADE TO THE COMPANIES OF THE LAŠKO GROUP
(in EUR) 2012 2011
Subsidiaries Jadranska pivovara - Split, d. d. (long-term loan)
9,062,000
7,990,000
Adjustments of loans Jadranska pivovara - Split, d. d.
(9,062,000)
(7,990,000)
Total subsidiaries
- -
Other related companies Infond Holding, d. d., Maribor
1,699,613
1,699,613
Center naložbe, d. d., Maribor
5,900,000
5,900,000
Popravek vrednosti danih posojil
(7,599,613)
(7,599,613)
Total other related companies
-
-
Total - -
In 2012, the Company granted short-term loans to the subsidiary Jadranska pivovara – Split totalling EUR 1,063,000 for severance payments and for overcoming the liquidity problems. Value adjustments were established for loans and charged to current profit or loss.
28. F. REVENUE FROM THE COMPANIES OF THE LAŠKO GROUP
(in EUR) 2012 2011
Subsidiaries Radenska, d. d., Radenci
4,822,565
1,139,689
Skupina Union
2,697,826
44,331
Total 7,520,391 1,184,020
Subsidiaries Radenska, d. d., Radenci
1,928,424
2,085,300
Skupina Union 525,374 527,458 Delo, d. d., Ljubljana - oslabitev
-
8,183,810
Jadranska pivovara - Split, d. d. - oslabitev posojil in obresti
-
1,833,608
1,451
4,091
Firma Del, d. o. o., Laško
Total 2,455,249 12,634,267
28. H. INTEREST PAYABLE TO THE COMPANIES IN THE LAŠKO GROUP
(in EUR) 2012 2011
Subsidiaries Radenska, d. d., Radenci
146,962
177,108
ANNUAL REPORT 2012
(in EUR) 2012 2011
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
28. G. FINANCIAL EXPENSES OF THE COMPANIES IN THE LAŠKO GROUP
Total 190,286 225,290
LAŠKO GROUP
Skupina Union 43,324 48,182
28. I. GUARANTEES GIVEN TO THE ASSOCIATED COMPANIES IN THE LAŠKO GROUP
291 (in EUR) 2012 2011
Subsidiaries Jadranska pivovara - Split, d. d. (for bank loans)
510,463
1,531,389
2,107,305
-
Jadranska pivovara - Split, d. d. (installments already paid for the quarantee) Jadranska pivovara - Split, d. d. (interest not booked)
999,482
-
Radenska, d. d., Radenci (for bank loans)
4,100,000
5,900,000
Pivovarna Union, d. d., Ljubljana (for bank loans)
1,890,354
3,000,000
Total 9,607,604 10,431,389 Guarantee value adjustment
(510,463)
(1,531,389)
Total subsidiaries 9,097,141 8,900,000 Other related companies Birra Peja, a. d., Peć
2,000,000
2,000,000
Total related comapnies
2,000,000
2,000,000
Total 11,097,141 10,900,000
LAŠKO GROUP
ANNUAL REPORT 2012
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
As of 31 December 2012, the value of the guarantees given to the subsidiaries amounts to EUR 9,607,604. Their value increased by EUR 197,141 compared to the previous year. The receivables from Jadranska pivovara, Split, are disclosed among off-balance-sheet receivables, namely under guarantees for the repayment of loans in 2009 equalling EUR 510,463. Also the receivables that incurred in 2011 and 2012 and could not be recognised then since the conditions for them to be recognised under the assets were not met are included among the off-balance-sheet items (for the paid guarantees amounting to EUR 2,107,305 and accrued interest equalling EUR 999,482).
5.4.8 REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD AND THE EMPLOYEES WITH INDIVIDUAL CONTRACTS OF EMPLOYMENT The Company is managed by the Management Board and the Supervisory Board and their remuneration (gross earnings) is presented in the table below: (in EUR) 2012 2011
MANAGEMENT BOARD Fixed part of remuneration
672,000
520,304
Other remuneration (bonuses)
17,291
10,717
Jubilee awards
2,060
2,044
Total 691,351 533,065
292 Other (in EUR)
Fixed part of the remuneration remuneration (bonuses)
Jubilee awards
Total
MANAGEMENT BOARD - IN 2012 Dušan Zorko
192,000
48
-
192,048
Marjeta Zevnik
120,000
-
2,060
122,060
Matej Oset
120,000
6,388
-
126,388
Mirjam Hočevar 120,000 - - 120,000 Gorazd Lukman
120,000
10,855
-
130,855
Total
672,000
17,291
2,060
691,351
Earnings received by the employees on the basis of individual contracts in 2011 are shown in the table below:
INDIVIDUAL CONTRACTS Fixed part of remuneration
1,113,980
1,087,376
Other remuneration (bonuses)
27,818
33,400
Management and other contracts
-
3,000
Jubilee awards 2,060 3,066 Total 1,143,858 1,126,842
In 2012, the members of the Supervisory Board of Pivovarna Laško received session fees in the total amount of EUR 155,583 in accordance with Article 30 of the Articles of Association and the decision of
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
(in EUR) 2012 2011
(in EUR) 2012 2011
SUPERVISORY BOARD Vladimir Malenković 31,119 13,865 Peter Groznik 22,680 10,170
ANNUAL REPORT 2012
the last General Meeting of Shareholders.
Andrej Kebe 1,500 8,652 Bojan Cizej
21,275
5,552
Dragica Čepin
18,075
2,838
Borut Jamnik
19,045
3,763
Borut Bratina
19,889
3,736
Marjan Mačkošek 2,500 9,048 Aleksander Svetelšek
-
4,000
Anton Turnšek
-
4,582
Total 137,583 73,526
(in EUR) 2012 2011
AUDIT COMMITTEE OF THE SUPERVISORY BOARD Marko Koleša
-
539
Peter Groznik
5,435
698
Bojan Košak
-
495
Bojan Cizej
3,770
-
Igor Teslić
3,697
-
Total 12,902 1,732
LAŠKO GROUP
Bojan Košak 1,500 7,320
293
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
(in EUR) 2012 2011
PERSONNEL COMMITTEE OF THE SUPERVISORY BOARD Borut Jamnik
5,655
-
Dragica Čepin
4,155
-
Borut Bratina
4,155
-
Total 13,965
-
5.4.9 POTENTIAL LIABILITIES AND POTENTIAL ASSETS Potential liabilities relate to given guarantees or security amounting to EUR 8,850,817. The guaran-
ANNUAL REPORT 2012
tees totalling EUR 5,990,354 were given to subsidiaries for the borrowings from the banks amounting and EUR 2,000,000 taken by the associated company Birra Peja, Peć. The subsidiary, Radenska, was granted guarantee totalling EUR 4,100,000 and the subsidiary Pivovarna Union equalling EUR 1,890,354. The guarantee equalling EUR 350,000 was provided to the Customs Administration of the Republic of Slovenia with regard to excise duty. The receivables from Jadranska pivovara, Split, are disclosed among off-balance-sheet receivables,
LAŠKO GROUP
namely under guarantees for the repayment of loans in 2009 equalling EUR 510,463. Also the receivables that incurred in 2011 and 2012 and could not be recognised then since the conditions for them to be recognised under the assets were not met are included among the off-balance-sheet items (for the paid guarantees amounting to EUR 2,107,305 and accrued interest equalling EUR 999,482). Among the contingent liabilities there is the potential liability arising from the comfort letter to Pe-
294
rutnina Ptuj signed by the former management of Pivovarna Laško on 31 December 2012. The comfort letter was not disclosed in the 2008 Annual Report since the management had not disclosed it. On 20 November 2009, Perutnina Ptuj submitted a request to Pivovarna Laško for repayment of EUR 11,600,120. The said amount regards loans made by Perutnina Ptuj to Center naložbe and Infond Holding on the basis of a signed comfort letter. With the aid of legal experts the Group 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 financial statements. On 15 February 2011, Pivovarna Laško received a lawsuit from the District Court in Celje in connection to the comfort letter which Mr. Boško Šrot as the Director of the Company supposedly signed on 10 January 2009. In the lawsuit, the plaintiff Perutnina Ptuj demands a payment of EUR 10,116,489 with the legally prescribed default interest from 1 January 2010 onwards until payment. Pivovarna Laško has filed an appeal against the lawsuit in court. LAWSUIT DUE TO ALLEGED VIOLATION OF THE TAKEOVER LEGISLATION (MERCATOR)
Pivovarna Union together with the other defendants (Pivovarna Laško, Radenska, and Infond Holding currently undergoing bankruptcy) received a demand for payment of various damage claims (totalling EUR 408,218.05) from 28 plaintiffs due to the alleged violation of takeover legislation, supposed reconciliation of operations and supposed attainment of the takeover threshold from individual shareholders. The court fixed a date of a hearing on 9 November 2011 in the case ref. No. V Pg 1490/2010 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 said procedure was a test case although after having obtained access to the file it was established that the court had not issued a decision on
judgement. Twenty-four plaintiffs have withdrawn from the lawsuit to date. Based on the withdrawal of the lawsuit, the court halted the procedure through a decision and ordered the plaintiffs to pay the legal costs thereof. LAWSUIT BY ERA GOOD
On 13 January 2012, we received a lawsuit from the plaintiff Era Good against the defendants Pivovarna Laško, Pivovarna Union, and Radenska regarding the payment of compensation in the total amount of EUR 958,356.00 (Pivovarna Laško EUR 509,749.55, Pivovarna Union EUR 348,458.24 and Radenska EUR 100,148.21) together with default interest. The defendant in its lawsuit asserts that the rebate policy established by the Laško Group constitutes an abuse of its dominant position under the 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
F i n a n c i a l r e p o r t o f P i vova r n a L a š ko, d. d.
the execution of a test case. The plaintiffs began withdrawing their lawsuit following the issue of the
Court dismissed the appellant’s action seeking damages. The applicant brought a complaint against the decision to which all the defendants responded on 26 October 2012. The High Court has not yet taken the decision. ADJUSTMENT OF LAND REGISTRY OR LEGAL SITUATION CONCERNING THE HOLIDAJ ACCOMODATION CAPACITIES IN CROATIA
ANNUAL REPORT 2012
defendant. In this matter, the District court in Ljubljana issued a decision on 3 July 2012 by which the
apartments in Barbariga) the activities for their entry into the land registry are in progress. Pivovarna Laško is entered into the land registry as the owner. In the process of the ownership transformation the value of this property was valued at zero due to the uncertain situation in relation to the property in the republics of former Yugoslavia and this value was included into the opening balance. The D.S.U
LAŠKO GROUP
With regard to the holiday accommodation capacities in Croatia (holiday Centre in Ičići and holiday
Company that should have issued a certificate during this process allowing Pivovarna Laško to be entered as successor holds the view that the said property had not been the subject of the privatisation. Legal opinions are currently being acquired. Moreover, there is likelihood that in the course of arranging mutual relations with D.S.U. certain obligations may arise for Pivovarna Laško. When regulating, D.S.U. will need to take into consideration the actual state of property and the value of our investments. The initial value of this property will need to be determined that will serve as the basis in negotiations (or court proceedings against D.S.U.).
5.4.10 COSTS OF THE AUDITOR The costs of the audit performed by the audit firm Deloitte revizija, d. o. o. for 2012 totalled EUR 22,400.
5.4.11 UNDERLYING TRANSACTIONS AFTER THE REPORTING DATE Transactions after the end of the financial year in Pivovarna Laško are described on page 112 of the Annual Report, Chapter 2.13. After the end of the financial year, there were no significant transactions that would affect the non-consolidated financial statements.
295
COLOPHON Publisher: Pivovarna Laško, d. d., Trubarjeva 28, 3270 Laško Design: atelje.Balant, Ljubljana Text: Pivovarna Laško, d. d. Translating: LPI.SI May, 2013