RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
FOURTH QUARTER AND FULL YEAR HIGHLIGHTS
Q4 2012 Q4 2011
before before
Q4 Q4 % adjustments adjustments %
2012 2011 Change Change
Volume (m unit cases) 477 466 2% 476 465 2%
Net Sales Revenue 1,605 1,524 5% 1,610 1,529 5%
Comparable Cost of
Goods Sold 1,050 979 7% 1,054 982 7%
Comparable EBIT 56 72 -22% 53 73 -27%
Comparable Net Profit 22 29 -22% 22 29 -23%
Comparable EPS (€) 0.06 0.08 -25% 0.06 0.08 -25%
Full Year
2012 Full Year
before 2011 before
Full Year Full Year % adjustments adjustments %
2012 2011 Change Change
Volume (m unit cases) 2,085 2,087 - 2,081 2,083 -
Net Sales Revenue 7,045 6,824 3% 7,078 6,854 3%
Comparable Cost of
Goods Sold 4,518 4,253 6% 4,527 4,257 6%
Comparable EBIT 453 523 -13% 465 541 -14%
Comparable Net Profit 285 326 -12% 287 330 -13%
Comparable EPS (€) 0.78 0.90 -13% 0.79 0.91 -13%
Note : All units in €m except per share data and volume data & volume. Numbers
before adjustments are excluding the impact of the early adopted accounting
standards as detailed in page 14 and in note 1 of the condensed consolidated
financial statements.
Fourth Quarter 2012 Full Year 2012
- Volume: Volume grew by 2% in the - Volume: Volume was flat in
fourth quarter of 2012. An 8% volume 2012. Emerging markets posted
a increase in emerging markets and a 1% 4% volume increase that was
volume increase in developing markets offset by a 2% volume decline
were partly offset by a 5% volume in developing markets and a 5%
decline in established markets. volume decline in established
markets.
- Sales: Net sales revenue grew by 5% registering the sixth
consecutive - Sales: Net sales revenue grew quarter where revenue
growth exceeded by 3%, with currency neutral volume growth.
net sales revenue per case
growing 2.2% excluding the
- Comparable operating profit (EBIT): A impact of Belarus. combination of higher input costs and
operating expenses resulted in a €16 - Comparable operating profit
million year on year decrease in (EBIT): Our revenue growth
comparable operating profit.
initiatives more than offset
total input cost increases in
absolute terms, but were not
sufficient to prevent gross
margin decline. In addition,
unfavourable foreign currency
fluctuations and higher
operating expenses resulted in
a 13% decline in comparable
operating profit.
- Full Year 2012 market shares: We continued to win in the
marketplace. We gained or maintained volume share in sparkling
beverages in 21 out of 28 markets and value share in the overall
non-alcoholic ready to drink beverages category in 23 out of 28 of
our markets.
- Full Year 2012 free cash flow: Working capital improved by €84
million year-on-year and we generated free cash flow of €341
million. Dimitris Lois, Chief
Executive Officer of Coca-Cola Hellenic, commented:
"Our strategy enabled us to grow currency neutral net sales revenue
by 2% for the full year. The volume and revenue growth we generated in the
third quarter continued in the fourth quarter, with revenue growing faster
than volume for the sixth consecutive quarter. In 2012, we maintained our
volume overall, despite the very challenging trading conditions in most of our
markets throughout the year. In 2012, we were able to strengthen our business
further, by expanding our volume and value share in the majority of our
markets, while growing Trademark Coca-Cola products by 2%.
We anticipate that in 2013, disposable income will remain under
pressure, resulting from continued austerity measures and high unemployment,
particularly in our established markets. We will remain focused on delivering
on our strategic priorities: further strengthening our leadership position in
the marketplace, driving revenue growth ahead of volume, executing our cost
optimisation and process efficiency plans, and continuing to generate strong
free cash flow.
The voluntary share exchange offer by Coca-Cola HBC AG will
facilitate the listing of the Group on the premium segment of the
London Stock Exchange which forms part of our ongoing commitment to
enhance shareholder value."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that involve
risks and uncertainties. These statements may generally, but not always, be
identified by the use of words such as `believe', `outlook', `guidance',
`intend', `expect', `anticipate', `plan', `target' and similar expressions to
identify forward-looking statements. All statements other than statements of
historical facts, including, among others, statements regarding our future
financial position and results, our outlook for 2013 and future years,
business strategy and the effects of our recent acquisitions, and
restructuring initiatives on our business and financial condition, our future
dealings with The Coca-Cola Company, budgets, projected levels of consumption
and production, projected raw material and other costs, estimates of capital
expenditure, free cash flow or effective tax rates and plans and objectives of
management for future operations, are forward-looking statements. You should
not place undue reliance on such forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
our current expectations and assumptions as to future events and circumstances
that may not prove accurate. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons,
including the risks described in our annual report on Form 20-F filed with the
U.S. Securities and Exchange Commission (File No 1-31466).
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot assure you that our
future results, level of activity, performance or achievements will meet these
expectations. Moreover, neither we nor our directors, employees, advisors nor
any other person assumes responsibility for the accuracy and completeness of
the forward-looking statements. After the date of the condensed consolidated
financial statements included in this document, unless we are required by law
to update these forward-looking statements, we will not necessarily update any
of these forward-looking statements to conform them either to actual results
or to changes in our expectations.
Reconciliation of Reported to Comparable Financial
Indicators
Group Financial Fourth quarter 2012
Results
(numbers in €
million
except per share
data)10
COGS1 Gross Profit2 Operating
EBIT4 Adjusted Net (Loss) / EPS7
Expenses3 EBITDA5 Profit6 (€)
Reported (1,051.4) 553.4 (499.9) (28.4) 100.4 (45.8) (0.13)
Restructuring costs - - - 81.9 49.8 66.6 0.18
Commodity hedging8 1.5 1.5 - 1.5 1.5 1.0 0.01
Non-recurring items9 - - 0.6 0.6 0.6 0.5 -
Comparable10 (1,049.9) 554.9 (499.3) 55.6 152.3 22.3 0.06
Group Financial Fourth quarter 2011
Results
(numbers in €
million
except per share
data) 10
COGS1 Gross Operating EBIT4 Adjusted Net (Loss) / EPS7
Profit2 Expenses3 EBITDA5 Profit6 (€)
Reported (980.1) 544.0 (473.3) 24.2 141.0 (11.6) (0.03)
Restructuring costs - - - 46.5 28.7 39.9 0.11
Commodity hedging8 0.8 0.8 - 0.8 0.8 0.4 -
Non-recurring items9 - - - - - - -
Comparable10 (979.3) 544.8 (473.3) 71.5 170.5 28.7 0.08
Group Financial Full Year 2012
Results
(numbers in €
million
except per share
data) 10
COGS1 Gross Operating EBIT4 Adjusted Net Profit6 EPS7
Profit2 Expenses3 EBITDA5 (€)
Reported (4,522.2) 2,522.5 (2,078.1) 337.7 757.6 190.4 0.52
Restructuring costs - - - 106.7 72.5 88.5 0.24
Commodity hedging8 4.5 4.5 - 4.5 4.5 3.2 0.01
Non-recurring items9 - - 4.2 4.2 4.2 3.4 0.01
Comparable10 (4,517.7) 2,527.0 (2,073.9) 453.1 838.8 285.5 0.78
Group Financial Full Year 2011
Results
(numbers in €
million
except per share
data) 10
COGS1 Gross Operating Expenses3 EBIT4 Adjusted Net EPS7
Profit2 EBITDA5 Profit6 (€)
Reported (4,254.7) 2,569.6 (2,048.2) 450.3 852.2 264.4 0.73
Restructuring costs - - - 71.1 51.8 60.2 0.17
Commodity hedging8 1.4 1.4 - 1.4 1.4 1.0 -
Non-recurring items9 - - - - - - -
Comparable10 (4,253.3) 2,571.0 (2,048.2) 522.8
905.4 325.6 0.90
1 Reported COGS refers to cost of goods sold.
2 Reported Gross Profit refers to gross profit.
3 Reported Operating Expenses refers to operating expenses.
4 Reported EBIT refers to operating profit / (loss).
5 Adjusted EBITDA refers to operating profit before deductions for
depreciation and impairment of property, plant and equipment (included both in
cost of goods sold and in operating expenses), amortisation and impairment of
and adjustments to intangible assets, employee share options and other
non-cash items, if any (refer to page 13).
6 Reported Net Profit refers to profit / (loss) after tax
attributable to owners of the parent.
7 Reported EPS refers to basic earnings per share.
8 The Group has entered into certain commodity derivatives
transactions in order to mitigate its exposure to commodity price risk. Though
these transactions are economic hedging activities that aim to manage our
exposure to sugar and aluminium price volatility, they do not qualify for
hedge accounting. The fair value gains and losses on the derivatives are
immediately recognised in the income statement in the cost of goods sold line
item. The Group's comparable results exclude the unrealised gains or losses
resulting from the mark-to-market valuation of this hedging activity. These
gains or losses will be reflected in the comparable results in the period when
the underlying transactions will occur, to match the profit or loss impact of
the underlying transactions.
9 Non-recurring items refer mainly to the audit costs relating
to the change of the Group's proposed parent entity from Coca-Cola
Hellenic Bottling Company S.A., a company incorporated under the
laws of Greece, to Coca-Cola HBC
AG, a company incorporated under the laws of Switzerland, and the proposed listing of
Coca-Cola HBC AG on the premium segment of London Stock Exchange
plc.
10 Numbers are adjusted to reflect the impact of the early
adopted accounting standards. A comparison with the numbers before
adjustments is presented on page 14.
Group Operational Review
Coca-Cola Hellenic Bottling Company S.A. (`Coca-Cola Hellenic'
or `we' or the `Group') achieved comparable earnings per share of
€0.78 in the full year 2012. We delivered on our commitment to grow
revenue ahead of volume, whilst continuing to win in the
marketplace, despite a very challenging environment.
Reduced disposable income and high unemployment continued to
negatively impact consumer demand in most of our markets throughout the year.
All of our EU markets experienced consumer confidence levels significantly
below the EU average, with the exception of Austria and the Baltics. Among our
key markets, the most significant decline in consumer confidence in the year
took place in Italy.
In the fourth quarter, unit case volume increased for the second
consecutive quarter, achieving 2% growth year on year. This primarily resulted
from volume improvements in Russia, Nigeria and Poland. Overall, for the full
year 2012, volume was maintained, compared to a 1% decline in 2011.
In both the fourth quarter and the full year 2012, we gained or
maintained volume share in sparkling beverages and value share in
the non-alcoholic ready-to-drink beverages ("NARTD") category in
most of our markets. More specifically, in the full year, we gained
or maintained volume share in the sparkling category in 21 out of
28 markets. In addition, we gained or maintained value share in the
total non-alcoholic ready-to-drink market in 23 out of 28
markets.
We continued to grow volume in our key categories, including
sparkling beverages, juice, tea, and energy drinks, which fully reflect the
priorities we have set for the business. Volume of sparkling beverages
increased by 4% in the fourth quarter and was up by 1% year-on-year in 2012.
Our sales of trademark Coca-Cola products grew by 5% in the fourth quarter and
by 2% in the full year 2012. Brand Coca-Cola grew by 5% in the fourth quarter
and by 3% in the full year. Sales volume of Coca-Cola Zero increased by 17% in
the fourth quarter and 13% in the full year, registering growth across all of
our reporting segments. Sales volume in our ready-to-drink tea category
increased by 6% in the quarter and by 4% in the full year, driven by
double-digit growth in the emerging markets segment in both periods under
review. Our energy drinks business grew by 14% in the fourth quarter and by 7%
in the full year, achieving eleven consecutive quarters of volume growth.
Volume in our juice category increased by 1% in the fourth quarter and
declined by 4% in the full year. Volume in our water category declined by 6%
in the fourth quarter and by 4% in the full year 2012.
Both package mix and channel mix are affected by the continuous
shift of consumer demand towards organised trade and at-home consumption. Our
occasion-based brand, package, price and channel strategy ("OBPPC") aims to
grow net sales revenue per unit case, while addressing affordability. Package
mix improved in the water category in both periods under review, in line with
our strategy of focusing on immediate consumption packages, as well as the
most profitable future consumption packages.
Our revenue growth initiatives, including the continued successful
execution of our OBPPC strategy and pricing, enabled us to deliver on our
commitment to grow currency neutral net sales revenue per unit case for the
sixth consecutive quarter. On a currency neutral basis, net sales revenue per
unit case increased by 1% in the fourth quarter, despite an 8% growth in the
comparable prior year period, and by 2% in the full year, excluding the impact
of Belarus. Including the impact of Belarus, currency neutral net sales
revenue per unit case increased by 2% in the quarter and by 3% in the full
year.
Currency neutral input costs per unit case, excluding the impact of
Belarus, grew by 8% in the quarter driven by higher EU sugar prices. In line
with our expectations, currency neutral input costs per unit case, excluding
the impact of Belarus, grew by 6% in the full year. Our revenue growth
initiatives more than offset total input cost increases in 2012 in absolute
terms.
Currency neutral operating expenses per unit case, excluding the
impact of Belarus, posted marginal
growth in both the fourth quarter and the full year.
Group Operational Review (continued)
In the full year, adverse foreign currency fluctuations resulted
in a negative impact of €43 million on operating profit. The vast
majority of this impact comes from transactional currency exposures
on input costs.
Our comparable EBIT in the fourth quarter declined by €16
million. Comparable EBIT for the full year 2012 declined by 13% to
€453 million, mainly due to higher input costs, unfavourable
foreign currency fluctuations and higher operating expenses.
As a result of the above, our comparable earnings per share
declined by 13% in 2012 to €0.78.
We continue to implement our restructuring initiatives with the aim
of sustainably improving operational efficiency, without affecting our ability
to grow. As previously announced, we accelerated some of our restructuring
plans and brought them forward into 2012. As a result, we incurred a total of
€107 million of pre-tax restructuring charges for the full year. The total
savings from restructuring initiatives implemented during 2011 and 2012
reached €48 million in the full year 2012. We expect the initiatives
undertaken in 2012, to yield approximately €70 million in annualised benefits
from 2013 onwards. As the majority of our 2012 restructuring projects were
initiated in the last quarter, we expect to be in a position to capture most
of the respective benefits during 2013.
On 1 January 2013, Russia, Armenia and the Baltics went live on our
SAP Wave 2 platform. Currently, 26 of our countries, representing 92% of total
Group revenues, use this common platform. This initiative will be finalised
when Nigeria goes live in January 2014. As of the end of 2012, 19 of our
countries had been successfully integrated in our Shared Services Centre. We
remain focused on increasing efficiency through the standardisation of certain
finance and human resources processes through the Shared Services Centre and
we plan to integrate more processes over the next 12-18 months. The shared
services project also allows us to leverage our investment in SAP.
In the full year 2012, cash generated from working capital
reduction was €84 million, mainly driven by improved receivables management.
In the fourth quarter of 2012 we registered a free cash outflow of €21 million
compared to a free cash inflow of €24 million in the comparable prior year
period, mainly due to the reduced profitability this year and the accelerated
restructuring initiatives. We generated free cash flow of €341 million for the
full year, compared to €427 million in 2011. Our free cash flow generation in
the three year period between 2010 and 2012 was 4% below our guidance,
reflecting the impact of our decision to accelerate restructuring in 2012.
In the fourth quarter, the combined heat and power ("CHP") systems
installation programme in our bottling operations achieved another milestone.
In October 2012, our Italian operation inaugurated a new CHP quad-generation
system at the Oricola bottling plant. The new system reduces the plant's
carbon emissions by 43%.
We remain committed to our social responsibilities in the
markets we serve, and we were listed among Europe's 120 Environment, Social &
Governance ("ESG") leaders by ESG analyst Vigeo. We are the only
beverage company to be included on the Vigeo Europe 120 ESG list.
The admission to this index means that we are among the companies
with the highest level of assurance on their capacity to integrate
universally defined ESG objectives and to master associated
risks.
On 11 October 2012, Coca-Cola HBC AG, a Swiss company incorporated
by Kar-Tess Holding, announced a voluntary share exchange offer to acquire all
outstanding ordinary registered shares and all American depositary shares of
Coca-Cola Hellenic. The transaction is progressing in line with Coca-Cola HBC
AG's most recent announcements and we expect commencement of the acceptance
period after publication of Coca-Cola Hellenic's audited full year 2012
financial statements and completion of the voluntary share exchange offer
early in the second quarter of 2013.
Operational Review by Reporting Segment
Established markets
Q4 Q4 % Full Year Full Year %
2012 2011 Change 2012 2011 Change
Volume (m unit cases) 146.0 154.3 -5% 679.4 713.5 -5%
Net sales revenue (€ m) 581.7 610.2 -5% 2,701.8 2,834.8 -5%
Operating (loss) / profit -38.1 -17.6 >-100% 92.5 201.4 -54%
(EBIT in € m)
Comparable operating profit 12.6 17.8 -29% 160.0 249.0 -36%
(Comparable EBIT in € m)
Note: Numbers are adjusted to reflect the impact of the early
adopted accounting standards.
- Unit case volume in our established markets segment decreased by
5% in the fourth quarter of 2012, following an 8% decline in the comparable
prior year period. Weakness in all key categories in Greece and a decline in
sparkling beverages in Italy were the key drivers of the volume decline in the
established markets segment during the quarter. Unit case volume declined by
5% in the full year, following a 3% decline in the comparable prior year
period.
- Net sales revenue declined by 5% in the fourth quarter. Lower
volume and an unfavourable category mix more than offset the
benefits of our revenue growth initiatives and a positive currency
translation impact.
- Volume in Italy declined by
mid single-digits in the fourth quarter, reflecting the increasing
weakness in underlying economic and trading conditions. In the full
year, volume declined by 4%. Austerity measures are negatively
affecting disposable income and unemployment continues to rise.
Coca-Cola Zero remains the main volume driver in this market, with
volume increasing by high teens in the quarter. Volume in our water
category increased by low single-digits in the quarter, driven by
single-serve packages. We expect volatility to continue,
particularly in view of the upcoming elections in February and the
further one percentage point VAT increase in July.
- Volume in Switzerland declined by mid single-digits in the fourth
quarter and by 4% in the full year. The overall environment remains unchanged
with the strong Swiss Franc versus the Euro, impacting both tourism and
consumer shopping habits. Among key categories, Coca-Cola Zero continues to
resonate well with consumers, showing mid single-digits growth in the quarter.
Package mix improved in the fourth quarter, reflecting the impact of our OBBPC
initiatives as well as strong Christmas activation.
- Volume in Ireland declined by mid single-digits in the fourth
quarter and by 6% in the full year. The sparkling category performed better in
the fourth quarter as a result of a high single-digit growth in Coca-Cola
Zero. In addition to category development, we continue to focus on driving
package mix, which improved in both the quarter and the full year. This
improvement was driven by sparkling beverages, and in particular by the 350ml
PET packages, as well as the 330ml can.
- Volume in Greece declined in the mid-teens in the fourth quarter.
In the full year, volume decreased by 14%. The overall environment continued
to deteriorate in the fourth quarter. Unemployment rate reached 27% and
consumer confidence is the lowest in Europe based on EU Commission data.
Sparkling beverages continue to perform better than the overall portfolio with
volume declining by high single-digits in the quarter. Looking ahead, the
lately approved €13.5 billion austerity package is further affecting
disposable income in the country. We remain focused on addressing
affordability, while improving efficiency across our operation.
- Comparable operating profit in the established markets segment
declined to €13 million in the fourth quarter and €160 million in the full
year 2012. Lower volume, increased raw material costs and negative category
mix more than offset the improvement in price mix and the benefits from our
restructuring initiatives, which resulted in lower operating expenses in the
fourth quarter, as well as the full year.
Operational Review by Reporting Segment (continued)
Developing markets
Q4 Q4 % Full
Full Year Year %
2012 2011 Change 2012 2011 Change
Volume (m unit cases) 91.3 90.3 1% 393.5 399.7 -2%
Net sales revenue (€ m) 257.5 243.9 6% 1,148.1 1,161.5 -1%
Operating (loss) / profit -34.9 2.5 n/a -8.7 58.4 n/a
(EBIT in € m)
Comparable operating profit -5.1 11.6 n/a 26.8 76.0 -65%
(Comparable EBIT in € m)
Note: Numbers are adjusted to reflect the impact of the early
adopted accounting standards.
- Unit case volume in our developing markets segment increased by
1% in the fourth quarter, following a 1% decrease in the comparable prior year
period. Unit case volume declined by 2% in the full year 2012, following a 2%
increase in the comparable prior year period.
- Net sales revenue increased by 6% in the fourth quarter,
reflecting the benefits of higher volume, positive price mix and
favourable currency translation impact.
- Volume in Poland grew by mid single-digits in the fourth quarter,
although over the full year it declined by 1%. In line with our strategy, core
sparkling beverages were the main volume driver in the quarter, posting a low
double-digit increase. Brand Coca-Cola grew by high single-digits, while
Coca-Cola Zero, Fanta and Sprite grew by double-digits. This improvement
reflects the successful activation during the Christmas period particularly in
the organised trade channel.
- Volume in the Czech Republic declined by low single-digits in the
fourth quarter, mainly due to lower volume in our water category. In the full
year 2012, volume declined by 4%. Activation in the organised trade channel
and co-operation with key customers, supported a mid single-digit growth in
core sparkling beverages. Coca-Cola Zero and Fanta posted double-digit growth
in the quarter and Sprite grew by high single-digits. New flavour launches of
Monster products, resulted in high single-digit growth in our energy category.
- Volume in Hungary declined by mid single-digits in the fourth
quarter and by 3% in the full year. Throughout the year, conditions in the
country remained challenging, characterized by low consumer confidence and
negative economic growth. During the fourth quarter we cycled fully the impact
from the introduction of the public health tax in September 2011. As a result,
volume in our energy category more than doubled in the fourth quarter. Among
sparkling beverages, increased distribution in Coca-Cola Zero contributed to
strong double-digit growth. Package mix improved in the quarter in both the
sparkling beverages and water categories.
- Developing markets posted losses of €5 million at the operating
level in the fourth quarter, while for the full year, comparable operating
profit stood at €27 million. In the fourth quarter, increased raw material
costs, that resulted from higher EU sugar prices more than offset the benefits
from our revenue growth initiatives and slightly higher volume.
Operational Review by Reporting Segment (continued)
Emerging markets
Q4 Q4 % Full
Full Year Year %
2012 2011 Change 2012 2011 Change
Volume (m unit cases) 239.6 221.7 8% 1,011.8 974.2 4%
Net sales revenue (€ m) 765.6 670.0 14% 3,194.8 2,828.0 13%
Operating profit 44.6 39.3 13% 253.9 190.5 33%
(EBIT in € m)
Comparable operating profit 48.1 42.1 14% 266.3 197.8 35%
(Comparable EBIT in € m)
Note: Numbers are adjusted to reflect the impact of the early
adopted accounting standards.
- Unit case volume in our emerging markets segment grew by 8% in
the fourth quarter of 2012, following flat volume performance in
the comparable prior year period. Unit case volume was 4% higher in
the full year of 2012, following a 1% decline in the comparable
prior year period.
- Net sales revenue grew by 14% in the fourth quarter,
benefitting from higher volume, the positive impact of our revenue
growth initiatives, as well as favourable currency translation
impact.
- Volume in Russia grew by mid-teens in the fourth quarter,
following a mid single-digit increase in the comparable prior year period. In
the full year, volume increased by 10%. Once again, volume increased across
all key categories in the fourth quarter, resulting in market share gains in
both sparkling beverages and total NARTD. Strong activation during the
Christmas period, executed across the country and continuous benefits from
increased distribution of our 1.5L PET package in the sparkling category
resulted in a 21% increase in the volume of core sparkling beverages. Brand
Coca-Cola grew by 21% marking the ninth consecutive quarter of volume and
share expansion. Similarly, Fanta grew by 28% and Sprite by 19%. In our tea
category, volume grew by 44% during the fourth quarter, outperforming
competition. Juice volume increased by 21%, with strong growth in both Dobry
and Rich.
- Volume in Nigeria grew by high single-digits in the fourth
quarter, following a mid single-digit decline in the corresponding period last
year. Volume decreased by 2% in the full year 2012. Volume improvement in the
fourth quarter was driven by sparkling beverages and particularly brand
Coca-Cola that grew by low-teens. Volume in our water category grew by high
single-digits, reflecting the increasing availability and the positive impact
of the launch of our new lighter 1.5L PET bottle. Our strategy in the country
remains focused on increasing availability and expanding distribution coverage
of our core products.
- Volume in Romania posted marginal growth in the fourth quarter,
and increased by 1% in the full year. Coca-Cola grew by low double-digits in
the quarter and Coca-Cola Zero posted strong double-digits growth. Strong
activation during the key Christmas period and the continuous benefits from
our OBPPC initiatives resulted in improved package mix, driven by single-serve
packages in the sparkling category. Volume in our tea category increased
marginally, benefiting from the recent launch of Nestea Plum.
- Volume in Ukraine decreased by low single-digits in the fourth
quarter driven by the performance of our water category. Sparkling beverages
grew by low double-digits, driven by a mid-teens growth in Coca-Cola and a
high single-digit growth in Fanta. This reflects the positive impact of our
display building program and seasonal activation. In the full year, the total
sparking beverages market declined in the mid-teens while we managed to keep
the volume decline at 6%.
- Comparable operating profit in the emerging markets segment
increased by 14% in the fourth quarter and by 35% in the full year
2012. In the fourth quarter, higher volume, better category mix and
the benefits of our revenue growth initiatives were only partially
offset by higher operating expenses, and the negative impact of
increased raw material costs.
Business Outlook
In 2013, we anticipate a challenging macroeconomic environment,
particularly in our established markets. Austerity measures are expected to
continue to affect disposable income and unemployment is still on the rise in
most of our countries, reaching an all-time high of 11.7% in the Eurozone in
December 2012.
Our strategic priorities to strengthen our business remain
unchanged. We are focused on winning in the marketplace while growing currency
neutral revenue per unit case through OBPPC-driven initiatives. Such
initiatives allow us to balance price and package decisions with affordability
considerations, thereby remaining relevant to consumers. We are confident that
this is the right strategy to drive sustainable profitable volume and revenue
growth.
We expect currency neutral revenue per unit case in 2013 to
continue to grow year-on-year, albeit at a slower pace.
In 2013, we expect currency neutral input costs per case to
increase by low single-digits, driven by EU sugar, PET resin, and
aluminium.
We continue to pursue further opportunities to sustainably
improve operational efficiencies. In this respect, we have
identified additional restructuring initiatives. We expect to incur
costs of approximately €50 million from restructuring initiatives
in 2013 that are expected to yield €30 million in annualised
benefits from 2014 onwards. We expect the initiatives already taken
in 2012 and those that we will take in 2013 to yield approximately
€65 million in total benefits in 2013.
Based on current spot rates, we expect a negative impact from
currency fluctuations in 2013, albeit lower than 2012.
We expect our comparable effective tax rate for the mid-term to
range between 23-25%.
Our emphasis on free cash flow generation and tight working capital
management continues. We today announce a free cash flow target for the three
year period ending 31 December 2015 of €1.3 billion, in line with our
macroeconomic and input cost assumptions set out above. This target supersedes
all prior years' free cash flow guidance in its entirety completely. Our
annual net capital expenditure is expected to range between 5.5% and 6.5% of
net sales revenue over the mid-term.
We will continue to plan and invest for the long term. Our
geographic footprint offers ample scope for growth and we are convinced that
we are pursuing the right strategy to grow in a sustainable and profitable way
and win at the point of sale. We will continue to capture the benefits of our
revenue growth management strategy, improve operating efficiencies by focusing
on cost leadership, and strengthen our free cash flow to create value for our
shareholders.
Group Financial Review
Selected income statement and other items3 Fourth quarter
2012 2011 %
€ million € million Change
Volume (m unit cases) 476.9 466.3 2%
Net sales revenue 1,604.8 1,524.1 5%
Cost of goods sold (1,051.4) (980.1) 7%
Comparable cost of goods sold1 (1,049.9) (979.3) 7%
Gross profit 553.4 544.0 2%
Comparable gross profit1 554.9 544.8 2%
Operating expenses (499.9) (473.3) 6%
Comparable operating expenses (499.3) (473.3) 5%
Operating (loss) / profit (EBIT) (28.4) 24.2 n/a
Comparable operating profit (EBIT)1 55.6 71.5 -22%
Adjusted EBITDA1 100.4 141.0 -29%
Comparable adjusted EBITDA1 152.3 170.5 -11%
Total net finance costs (22.3) (30.3) -26%
Tax 7.0 (2.9) n/a
Loss after tax attributable to owners
of the parent (45.8) (11.6) >100%
Comparable profit after tax attributable
to owners of the parent1 22.3 28.7 -22%
Basic earnings per share (€) (0.13) (0.03) >100%
Comparable basic earnings per share (€)1 0.06 0.08 -25% Net cash
from operating activities
101.1 135.2 -25%
Free cash flow2 (21.0) 23.9 n/a
Capital expenditure2 (122.1) (111.3) 10%
Selected income statement and other items3 Full Year
2012 2011 %
€ million € million Change
Volume (m unit cases) 2,084.7 2,087.4 -
Net sales revenue 7,044.7 6,824.3 3%
Cost of goods sold (4,522.2) (4,254.7) 6%
Comparable cost of goods sold1 (4,517.7) (4,253.3) 6%
Gross profit 2,522.5 2,569.6 -2%
Comparable gross profit1 2,527.0 2,571.0 -2%
Operating expenses (2,078.1) (2,048.2) 1%
Comparable operating expenses (2,073.9) (2,048.2) 1%
Operating profit (EBIT) 337.7 450.3 -25%
Comparable operating profit
(comparable EBIT)1 453.1 522.8 -13%
Adjusted EBITDA2 757.6 852.2 -11%
Comparable adjusted EBITDA1 838.8 905.4 -7%
Total net finance costs (90.7) (95.2) -5%
Tax (65.2) (98.8) -34%
Profit after tax attributable to
owners of the parent 190.4 264.4 -28%
Comparable profit after tax attributable
to owners of the parent1 285.5 325.6 -12%
Basic earnings per share (€) 0.52 0.73 -29%
Comparable basic earnings per share (€)1 0.78 0.90 -13% Net cash
from operating activities
753.6 828.3 -9%
Free cash flow2 341.3 427.3 -20%
Capital expenditure2 (412.3) (401.1) 3%
1 Refer to the `Reconciliation of Reported to Comparable
Financial Indicators' section on page 3.
2 Refer to `Supplementary Information' section on page 13.
3 Numbers are adjusted to reflect the impact of the early
adopted accounting standards. A comparison with the numbers before
adjustments is presented on page 14.
Net sales revenue
Net sales revenue per unit case increased by 3% during the year and
the fourth quarter of 2012 on a reported basis. On a currency neutral basis,
net sales revenue per unit case increased by 3% in 2012 and 2% in the fourth
quarter. For the fourth quarter and on a currency neutral basis, net sales
revenue per unit case remained flat in the established and developing markets
and increased by approximately by 4% in the emerging markets.
Cost of goods sold
Comparable cost of goods sold increased by 6% during the year and 7% in the
fourth quarter of 2012. Comparable cost of goods sold per unit case increased
by 6% during the year and 5% during the fourth quarter of 2012, compared to
the respective prior year periods, mainly reflecting higher commodity costs,
especially EU sugar prices and the accelerated growth of our sparkling and
tea
categories.
Gross profit
Comparable gross profit margins decreased from 37.7% in 2011 to
35.9% in 2012 and from 35.7% in the fourth quarter of 2011 to 34.6%
in the fourth quarter of 2012. On a per unit case basis, comparable
gross profit decreased by approximately 2% during 2012 and remained
flat in the fourth quarter of 2012, compared to the respective
prior year periods. On a currency neutral basis, comparable gross
profit per unit case also decreased by 2% during the year and
increased 1% in the fourth quarter of 2012, compared to the
respective prior year periods.
Operating expenses
Comparable operating expenses on a currency neutral basis increased
by 1% during the year and by 3% in the fourth quarter of 2012, in each case
versus the respective prior year periods, as increased sales, administration,
warehouse and distribution expenses only partially offset the lower marketing
expenses.
Operating profit
Comparable operating profit decreased from €523 million in 2011 to
€453 in the full year of 2012, due to increased raw materials costs,
unfavourable foreign currency fluctuations and higher operating expenses.
Comparable operating profit decreased from €72 million in the fourth quarter
of 2011 to €56 million in the fourth quarter of 2012. Our comparable operating
margin decreased from 7.7% in 2011 to 6.4% in 2012 and from 4.7% in the fourth
quarter of 2011 to 3.5% in the fourth quarter of 2012.
Total net finance costs
Total net finance costs, decreased by €4.5 million during 2012
and by €8 million during the fourth quarter of 2012, compared to
the same periods of the prior year.
Tax
On a comparable basis, Coca-Cola Hellenic's effective tax rate
for 2012 was approximately 23% compared to 25% in the prior year
period. The Group's effective tax rate varies quarterly depending
on the mix of taxable profits by territory, non-deductibility of
certain expenses, non-taxable income and other one-off tax items
across its territories.
Profit after tax attributable to owners of the parent
On a comparable basis, profit after tax attributable to owners of
the parent was €285 million in 2012, compared to profit after tax attributable
to owners of the parent of €326 million in prior year, driven mainly by the
decreased operating profit. In the fourth quarter of 2012, comparable profit
after tax attributable to owners of the parent was €22 million, compared to
€29 million in the prior year period, as the decrease in operating profit was
partially offset by improved finance costs and taxes.
Net cash from operating activities
Net cash from operating activities was €754 million in 2012
versus €828 million in the prior year period. Cash outflow from
operating activities net of capital expenditure was €21 million in
the fourth quarter of 2012, compared to a cash inflow of €24
million in the respective prior year period.
Capital expenditure
Capital expenditure, net of receipts from the disposal of assets and including
principal repayments of finance lease obligations, amounted to €412 million in
2012, compared to €401 million in the respective prior year period.
Supplementary Information
The financial measures Adjusted EBITDA, Capital Expenditure and Free Cash Flow consist of the
following reported amounts in the condensed consolidated financial statements:
Fourth quarter
2012 2011
€ million € million
Profit after tax (45.2) (10.5)
Tax charged to the income statement (7.0) 2.9
Total finance costs, net 22.3 30.3
Share of results of equity method
investments 1.5 1.5
Operating (loss) / profit (EBIT) (28.4) 24.2
Depreciation of property, plant and
equipment 124.6 114.4
Amortisation of intangible assets 0.6
0.6
Employee share options 1.3 1.9
Other non-cash items 2.3 (0.1)
Adjusted EBITDA 100.4 141.0
Losses on disposal of non-current assets 4.8
3.6
Decrease in working capital 18.7 22.1
Tax paid (22.8) (31.5)
Net cash from operating activities 101.1 135.2
Payments for purchases of property,
plant and equipment (120.5) (107.6)
Principal repayments of finance
lease obligations (4.2) (9.4)
Proceeds from sale of property, plant
and equipment 2.6 5.7
Capital expenditure (122.1) (111.3)
Net cash from operating activities 101.1
135.2
Capital expenditure (122.1) (111.3)
Free cash flow (21.0) 23.9
Full Year
2012 2011
€ million € million
Profit after tax 193.4 265.7
Tax charged to the income statement 65.2 98.8
Total finance costs, net 90.7 95.2
Share of results of equity method investments (11.6) (9.4)
Operating profit (EBIT)
337.7 450.3
Depreciation of property, plant
and equipment 408.3 389.3
Amortisation to intangible assets 3.0 3.2
Employee share options 6.3 8.1
Other non-cash items 2.3 1.3
Adjusted EBITDA 757.6 852.2
Losses on disposal of non-current assets 6.9 3.2
Decrease in working capital 84.1 61.3
Tax paid (95.0) (88.4)
Net cash from operating activities 753.6 828.3
Payments for purchases of property, plant
and equipment (395.5) (363.9)
Principal repayments of finance
lease obligations (21.8) (48.1)
Proceeds from sale of property, plant
and equipment 5.0 10.9
Capital Expenditure (412.3) (401.1)
Net cash from operating activities 753.6 828.3
Capital expenditure (412.3) (401.1)
Free cash flow 341.3 427.2
Impact of adjustments from newly adopted accounting
standards
In 2012, the Group determined that it would early adopt IFRS 10
Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12
Disclosure of Interest in Other Entities and the revised IAS 19 Employee
Benefits (refer to note 1 of the condensed consolidated financial statements
for more information). As a result of the early adoption of the above
standards, certain adjustments were made to the condensed financial statements
retrospectively. The following table presents a comparison of selected income
statement items and other items before and after these adjustments as well as
the impact of the adjustments:
Selected income statement
and other items 1 Fourth quarter
As adjusted for
newly adopted
standards Unadjusted
2012 2011 % 2012 2011 %
Volume (m unit cases) 476.9 466.3 2% 476.1 465.4 2%
Net sales revenues 1,604.8 1,524.1 5% 1,609.9 1,528.8 5%
Cost of goods sold (1,051.4) (980.1) 7% (1,055.3) (983.0) 7%
Comparable cost of
goods sold (1,049.9) (979.3) 7% (1,053.8) (982.2) 7%
Gross profit 553.4 544.0 2% 554.6 545.8 2%
Comparable gross profit 554.9 544.8 2% 556.1 546.6 2%
Operating expenses (499.9) (473.3) 6% (503.9) (473.6) 6%
Comparable operating
expenses (499.3) (473.3) 5% (503.3) (473.6) 6%
Operating (loss) / profit (EBIT) (28.4) 24.2 n/a (30.8) 25.3
n/a
Comparable EBIT 55.6 71.5 -22% 53.2 73.0 -27%
Adjusted EBITDA 100.4 141.0 -29% 100.7 144.6 -30%
Comparable adjusted EBITDA 152.3 170.5 -11% 147.1 174.5 -16%
Total finance costs, net (22.3) (30.3) -26% (22.3) (30.1) -26%
Tax 7.0 (2.9) n/a 7.5 (4.7) n/a
Loss after tax attributable to
owners of the parent (45.8) (11.6) >100% (45.7) (11.8)
>100%
Comparable Profit after tax 22.3 28.7 -22% 22.3 28.8
-23%
Basic earnings per share (€) (0.13) (0.03) >100% (0.13) (0.03) >100%
Comparable basic earnings
per share (€) 0.06 0.08 -25% 0.06 0.08 -25%
Net cash from operating
activities 101.1 135.2 -25% 98.9 134.9 -27%
Free cash flow (21.0) 23.9 n/a (23.9) 21.6 n/a
Capital expenditure (122.1) (111.3) 10% (122.8) (113.3) 8%
Selected Income Statement
and Other items 1 Full Year
As adjusted for
newly adopted
standards Unadjusted
2012 2011 % 2012 2011 %
Volume (m unit cases) 2,084.7 2,087.4 - 2,080.6 2,083.4 -
Net sales revenues 7,044.7 6,824.3 3% 7,078.3 6,854.3 3%
Cost of goods sold (4,522.2) (4,254.7) 6% (4,531.6) (4,258.8) 6%
Comparable cost of
goods sold (4,517.7) (4,253.3) 6% (4,527.1) (4,257.4) 6%
Gross profit 2,522.5 2,569.6 -2% 2,546.7 2,595.5 -2%
Comparable gross
profit 2,527.0 2,571.0 -2% 2,551.2 2,596.9 -2%
Operating expenses (2,078.1) (2,048.2) 1% (2,090.2) (2,055.6) 2%
Comparable operating
expenses (2,073.9) (2,048.2) 1% (2,086.0) (2,055.6) 1%
Operating profit (EBIT) 337.7 450.3 -25% 350.1 468.4 -25%
Comparable EBIT 453.1 522.8 -13% 465.5 541.3 -14%
Adjusted EBITDA 757.6 852.2 -11% 776.2 876.7 -11%
Comparable adjusted
EBITDA 838.8 905.4 -7% 852.0 930.3 -8%
Total finance costs, net (90.7) (95.2) -5% (90.7) (94.1) -4%
Tax (65.2) (98.8) -34% (66.7) (102.7) -35%
Profit after tax attributable
to owners of the parent 190.4 264.4 -28% 192.0 268.9
-29%
Comparable Profit after tax 285.5 325.6 -12% 287.0 330.4 -13%
Basic earnings per share (€) 0.52 0.73 -29% 0.53 0.74 -28%
Comparable basic earnings
per share (€) 0.78 0.90 -13% 0.79 0.91 -13%
Net cash from operating
activities 753.6 828.3 -9% 774.2 845.7 -8%
Free cash flow 341.3 427.2 -20% 356.9 437.7 -18%
Capital expenditure (412.3) (401.1) 3% (417.3) (408.0) 2%
1 Refer to Reconciliation of Reported to Comparable Indicators''
section on page 3.
Coca-Cola Hellenic
Coca-Cola Hellenic is one of the world's largest bottlers of
products of The Coca-Cola Company with annual sales of more than 2
billion unit cases. It has broad geographic reach with operations
in 28 countries serving a population of more than 570 million
people. Coca-Cola Hellenic offers a diverse range of ready-to-drink
non-alcoholic beverages in the sparkling, juice, water, sport,
energy, ready to drink tea and coffee categories. Coca-Cola
Hellenic is committed to promoting sustainable development in order
to create value for its business and for society. This includes
providing products that meet the beverage needs of consumers,
fostering an open and inclusive work environment, conducting our
business in ways that protect and preserve the environment and
contribute to the socio-economic development of our local
communities.
Coca-Cola Hellenic's shares are listed on the Athens Exchange (ATHEX: EEEK),
with a secondary listing on the London Stock Exchange plc (LSE: CCB).
Coca-Cola Hellenic's American Depositary Receipts (ADRs) are listed on the New
York Stock Exchange (NYSE: CCH). Coca-Cola Hellenic is included in the Dow
Jones Sustainability and FTSE4Good Indexes. For more information, please visit
www.coca-colahellenic.com.
Financial information in this announcement is presented on the
basis
of International Financial Reporting Standards (`IFRS').
Conference call
Coca-Cola Hellenic will host a conference call with financial analysts to
discuss the full year 2012 financial results on 14 February 2013 at 4:00 pm,
Athens time (2:00 pm, London time and 9:00 am, New York time). Interested
parties can access the live, audio webcast of the call through Coca-Cola
Hellenic's website (www.coca-colahellenic.com/investorrelations/webcasts).
Contact Information
Company contact:
Coca-Cola Hellenic
Oya Gur Tel: +30 210 618 3255
Investor Relations Director email: oya.gur@cchellenic.com
Tel: +30 210 618 3124
Panagiotis Vergis email: panagiotis.vergis@cchellenic.com
Investor Relations Manager
Eri Tziveli Tel: +30 210 618 3133
Investor Relations Manager email : eri.tziveli@cchellenic.com
International media contact:
RLM Finsbury Tel: +30 210 618 3335 / +44 20 7251 3801
Guy Lamming email:guy.lamming@rlmfinsbury.com
Charles Chichester email: charles.chichester@rlmfinsbury.com
Philip Walters email: philip.walters@rlmfinsbury.com
Charles O' Brien email: charles.o'brien@rlmfinsbury.com
Condensed consolidated balance sheet (unaudited)
As at As at
31 December 31 December
2012 20111
Note € million € million
Assets
Intangible assets 4 1,944.6 1,935.4
Property, plant and equipment 4 3,041.4 2,998.1
Other non-current assets 293.3 294.9
Total non-current assets 5,279.3 5,228.4
Inventories 458.0 447.7
Trade and other receivables 1,073.7 1,120.0
Cash and cash equivalents 5 439.1 447.4
Total current assets 1,970.8 2,015.1
Total assets 7,250.1 7,243.5
Liabilities
Short-term borrowings 5 555.0 321.5
Other current liabilities 1,667.3 1.589.6
Total current liabilities 2,222.3 1,911.1
Long-term borrowings 5 1,604.7 1,939.8
Other non-current liabilities 416.6 472.4
Total non-current liabilities 2,021.3 2,412.2
Total liabilities 4,243.6 4,323.3
Equity
Owners of the parent 2,988.7 2,904.4
Non-controlling interests 17.8 15.8
Total equity 3,006.5 2,920.2
Total equity and liabilities 7,250.1 7,243.5
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
Condensed consolidated income statement (unaudited)
Year ended Year ended
31 December 31 December
2012 20111
Note € million € million
Net sales revenue 3 7,044.7 6,824.3
Cost of goods sold (4,522.2 ) (4,254.7 )
Gross profit 2,522.5 2,569.6
Operating expenses (2,078.1 ) (2,048.2 )
Restructuring costs 6 (106.7 ) (71.1 )
Operating profit 3 337.7 450.3
Finance income 10.4 8.7
Finance costs (98.0 ) (96.1 )
Loss on net monetary position (3.1 ) (7.8 )
Total finance costs, net 7 (90.7 ) (95.2 )
Share of results of equity
method investments 11.6 9.4
Profit before tax 258.6 364.5
Tax 8 (65.2 ) (98.8 )
Profit after tax 193.4 265.7
Attributable to:
Owners of the parent 190.4 264.4
Non-controlling interests 3.0 1.3
193.4 265.7
Basic and diluted earnings 9 0.73
per share (€) 0.52
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
Condensed consolidated statement of comprehensive income
(unaudited)
Year ended Year ended
31 December 31 December
2012 20111
€ million € million
Profit after tax for the period 193.4 265.7
Other comprehensive income :
Items that may be subsequently
reclassified to income statement:
Available-for-sale financial assets:
Valuation gains / (losses) during
the period 0.2 (0.4 )
Cash flow hedges:
Amounts of (losses) / gains
during the period (22.9 ) 5.3
Amounts of losses reclassified to
profit and loss for the period 9.5 3.1
Foreign currency translation 32.4 (54.4 )
Share of other comprehensive income of
equity method investments (0.8 ) (0.6 )
Income tax relating to items that may
be subsequently reclassified to
income statement 2.9 (2.6 )
21.3 (49.6 )
Items that will not be subsequently
reclassified to income statement:
Actuarial losses (15.2 ) (27.7 )
Income tax relating to items that will
not be subsequently reclassified
to income statement 2.6 5.7
(12.6 ) (22.0 )
Other comprehensive income for
the period, net of tax 8.7 (71.6 )
Total comprehensive income
for the period 202.1 194.1
Total comprehensive income
attributable to:
Owners of the parent 199.1 187.8
Non-controlling interests 3.0 6.3
202.1 194.1
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
Condensed consolidated income statement (unaudited)
Three months to Three months to
31 December 31 December
2012 20111
Note € million € million
Net sales revenue 3 1,604.8 1,524.1
Cost of goods sold (1,051.4 ) (980.1 )
Gross profit 553.4 544.0
Operating expenses (499.9 ) (473.3 )
Restructuring costs 6 (81.9 ) (46.5 )
Operating profit 3 (28.4 ) 24.2
Finance income 4.3 3.3
Finance costs (26.0 ) (25.8 )
Loss on net monetary
position (0.6 ) (7.8 )
Total finance costs, net 7 (22.3 ) (30.3 )
Share of results of equity (1.5 )
method investments (1.5 )
Loss before tax (52.2 ) (7.6 )
Tax 8 7.0 (2.9 )
Loss after tax (45.2 ) (10.5 )
Attributable to:
Owners of the parent (45.8 ) (11.6 )
Non-controlling interests 0.6 1.1
(45.2 ) (10.5 )
Basic and diluted 9 (0.03 )
earnings per share (€) (0.13 )
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
Condensed consolidated statement of comprehensive income
(unaudited)
Three months to Three months to
31 December 31 December
2012 20111
€ million € million
Loss after tax for the period (45.2 )
(10.5 )
Other comprehensive income:
Items that may be subsequently
reclassified to income statement:
Cash flow hedges:
Amounts of losses during the period (7.8 ) (6.6 )
Amounts of losses / (gains) reclassified to
profit and loss for the period 4.2 (5.4 )
Foreign currency translation (14.9 )
50.5
Share of other comprehensive income of
equity method investments (0.2 )
0.2
Income tax relating to items that may
be subsequently reclassified to
income statement 0.2
1.2
(18.5 )
39.9
Items that will not be subsequently
reclassified to income statement:
Actuarial gains 24.1
8.1
Income tax relating to items that will not
be subsequently reclassified to
income statement (5.2 ) (1.5 )
18.9 6.6
Other comprehensive income
for the period, net of tax 0.4 46.5
Total comprehensive income
for the period (44.8 ) 36.0
Total comprehensive income
attributable to:
Owners of the parent (45.4 ) 34.9
Non-controlling interests 0.6 1.1
(44.8 ) 36.0
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
Condensed consolidated statement of changes in equity (unaudited)
Attributable to owners of the parent
Share Share Treasury Exchange Other Retained Non-
capital premium shares equalisation reserves earnings Total controlling Total
€ € € reserve € € € interests equity
million million million € million million million million € million € million
Balance as at
1 January 2011 183.1 1,119.2 (57.2 ) (129.2 ) 375.4 1,460.8 2,952.1 108.7 3,060.8
Changes in
accounting
policy
(Note 1) - - - (1.8 ) (9.0 ) 4.2 (6.6 ) (23.1 ) (29.7 )
Balance as at
1 January 2011
(adjusted) 183.1 1,119.2 (57.2 ) (131.0 ) 366.4 1,465.0 2,945.5 85.6 3,031.1
Shares issued
to
employees
exercising
stock
options 0.2 4.5 - - - - 4.7 - 4.7
Share-based
compensation:
Options - - - - 8.1 - 8.1 - 8.1
Movement in
treasury shares - - - - (0.4 ) - (0.4) - (0.4 )
Capitalisation
of
share premium
reserve 549.7 (549.7) - - - - - - -
Expenses
relating
to share
capital
increase (net
of tax of
€1.2m) - (4.8) - - - - (4.8) - (4.8 )
Return of
capital to
shareholders (183.2) - 1.7 - -
- (181.5) - (181.5 )
Share capital
increase in
subsidiary in
Serbia - - - - - (0.8) (0.8) 1.2 0.4
Purchase of
shares held by
non-controllong
interests - - - (8.7 ) - (37.7) (46.4) (71.5) (117.9 )
Appropriation
of reserves - - - - 0.5 (0.5) - - -
Hyperinflation
impact - - - - - (7.8) (7.8) - (7.8 )
Dividends - - - - - - - (5.8) (5.8 )
549.8 569.2 (55.5 ) (139.7 ) 374.6 1,418.2 2,716.6 9.5 2,726.1
Profit for the
year net of tax - - - - - 264.4 264.4 1.3 265.7
Other
comprehensive
income for the
year, net of
tax - - - (60.0 ) 5.4 (22.0) (76.6) 5.0 (71.6 )
Total
comprehensive
income for the
year, net of
tax[1] - - - (60.0 ) 5.4 242.4 187.8 6.3 194.1
Balance as at
31 December
2011 549.8 569.2 (55.5 ) (199.7 ) 380.0 1,660.6 2,904.4 15.8 2,920.2
Condensed consolidated statement of changes in equity (unaudited)
Attributable to owners of the parent
Share Share Other Retained Non- Total
Exchange
capital premium Treasury equalisation reserves earnings controlling equity
shares reserve Total interests
€ € € € € € €
million million million € million million million million € million million
Balance as at
1 January 2012
Adjusted 549.8 569.2 (55.5 ) (199.7 ) 380.0 1,660.6 2,904.4 15.8 2,920.2
Shares issued
to employees
exercising
stock options - 0.1 - - - - 0.1 - 0.1
Share-based
compensation:
Options - - - - 6.3 - 6.3 - 6.3
Movement in
treasury
shares - - - - 0.1 - 0.1 - 0.1
Hyperinflation
impact - - - - - 4.2 4.2 - 4.2
Return of
capital to
shareholders (124.6 ) - 1.2 - - - (123.4 ) - (123.4 )
Reduction of
share capital
to extinguish
accumulated
losses of the
parent company (55.0 ) - - - - 55.0 - - -
Appropriation
of reserves - - - - 0.5 (0.5 ) - - -
Share of
changes in
equity of
equity method
investments - - - - - (2.1 ) (2.1 ) - (2.1 )
Dividends - - - - - - - (1.0 ) (1.0 )
370.2 569.3 (54.3 ) (199.7 ) 386.9 1,717.2 2,789.6 14.8 2,804.4
Profit for the
period net of
tax - - - - - 190.4 190.4 3.0 193.4
Other
comprehensive
income for the
year, net of
tax - - - 31.6 (10.3 ) (12.6 ) 8.7 - 8.7
Total
comprehensive
income for the
year net of
tax[2] - - - 31.6 (10.3 ) 177.8 199.1 3.0 202.1
Balance as at
31 December
2012 370.2 569.3 (54.3 ) (168.1 ) 376.6 1,895.0 2,988.7 17.8 3,006.5
Condensed consolidated cash flow statement (unaudited)
Year ended
Year ended
31 December 2012 31 December 20111
Note € million € million
Operating activities
Profit after tax 193.4 265.7
Total finance costs, net 7 90.7 95.2
Share of results of equity
method investments (11.6 ) (9.4)
Tax charged to the income
statement 65.2 98.8
Depreciation and impairment 4
of property, plant and equipment 408.3 389.3
Employee share options 6.3 8.1
Amortisation of intangible assets 4 3.0
3.2
Other non-cash items 2.3 1.3
757.6 852.2
Losses on disposal of non- 3.2
current assets 6.9
(Increase) / Decrease in 15.3
inventories (10.4)
Decrease / (increase) in trade
(0.8)
and other receivables 67.2
Increase in trade and other 46.8
payables 27.3
Tax paid (95.0) (88.4)
Net cash from operating activities 753.6
828.3
Investing activities
Payments for purchases of
property, plant and equipment (395.5) (363.9 )
Proceeds from sales of property,
plant and equipment 5.0 10.9
Net payments for investments (21.1) (38.1 )
Interest received 7.9 8.7
Net receipts from disposal 17
of subsidiary - 13.1
Net payments for acquisition 17
of joint venture - (2.5 )
Net cash used in investing activities (403.7 ) (371.8 )
Financing activities
Return of capital to shareholders (123.4 ) (181.5 )
Payment of expenses relating to
share capital increase - (6.0 )
Purchase of shares held by non- 11
controlling interests (13.9 ) (74.2 )
Proceeds from shares issued to
employees exercising stock options 0.1 4.7
Dividends paid (1.0 ) (5.8 )
Proceeds from external borrowings 1,088.2
1,493.7
Repayments of external borrowings (1,186.2 ) (1,383.7 )
Principal repayments of finance
lease obligations (21.8 ) (48.1 )
Interest paid (100.5 ) (108.9 )
Net cash used in financing activities (358.5 )
(309.8 )
(Decrease) / increase in cash
and cash equivalents (8.6 ) 146.7
Movement in cash and cash
equivalents
Cash and cash equivalents 306.7
at 1 January 447.4
(Decrease) / increase in cash 146.7
and cash equivalents (8.6 )
Effect of changes in exchange rates 0.9 1.6
Hyperinflation impact on cash (0.6 )
(7.6 )
Cash and cash equivalents 439.1 447.4
at 31 December
1 Comparative amounts have been adjusted where necessary to
reflect changes in accounting policies as detailed in Note 1.
1. Accounting policies
The accounting policies used in the preparation of the condensed
consolidated financial statements of Coca-Cola Hellenic Bottling
Company S.A. ("Coca-Cola Hellenic" or the "Group") are consistent
with those used in the annual financial statements for the year
ended 31 December 2011, except
for:
a) The adoption, as of 1 January
2012, of the revision to International Financial Reporting
Standard ("IFRS") 7 Financial Instrument Disclosures - disclosures
on transfers of financial assets. The adoption of this revised
accounting standard did not have a significant impact on the
current or prior periods.
b) Changes in accounting policies and disclosures:
The Group has early adopted IFRS 10 Consolidated Financial
Statements, IFRS 12 Disclosures of Interests in Other Entities and
consequential amendments to IAS 28 Investments in Associates and Joint
Venture' and IAS 27 Separate Financial Statement. The Group assessed that the
adoption of IFRS 10 did not result in any change in the consolidation status
of its subsidiaries.
At the same time, the Group has early adopted IFRS 11 Joint
Arrangements. This resulted in the Group changing its accounting policy for
its interest in joint arrangements. Under IFRS 11, investments in joint
arrangements are classified either as joint operations or joint ventures
depending on the contractual rights and obligations each investor has, rather
than the legal structure of the joint arrangement. Interests in joint ventures
are accounted for using the equity method and interests' in joint operations
are accounted for by recognizing the group's share of assets, liabilities,
revenues and expenses. The group has assessed the nature of its joint
arrangements and classified them as either joint operations or joint ventures.
In addition, the Group has early adopted the revised IAS 19
Employee Benefits. This resulted in the Group changing its accounting policy
for defined benefit plans. Under the revised IAS 19, past service costs are
recognized immediately in the income statement and the expected return on plan
assets is calculated using the same interest rate as applied for the purpose
of discounting the benefit obligation.
The Group has also early adopted the IAS 1 Presentation of Items
of Other Comprehensive income - Amendments to IAS 1 Presentation of
Financial Statements. The amendments change the grouping of items
presented in other comprehensive income between items that may be
reclassified to the income statement at a future point in time and
those that will not be reclassified.
The Group has applied the above mentioned changes in accounting
policies at the beginning of the earliest period presented. The
impact from the adoption of IFRS 11 and IAS 19 revised is presented
in the tables below:
Impact of change in accounting policies on condensed
consolidated balance sheet (unaudited)
As at 31 Change in As at 31 As at 31 Change in As at 31
December accounting December December accounting policy December
2012 (before policy 2012 (as 2011 (as 2011
adjustments) presented) previously
stated) (adjusted)
IFRS 11 IAS 19 IFRS 11 IAS 19
Assets
Total
non-current
assets 5,212.5 67.2 (0.4) 5,279.3 5,185.1 43.3 - 5,228.4
Total current
assets 1,980.7 (9.9) - 1,970.8 2,050.0 (34.9) - 2,015.1
Total assets 7,193.2 57.3 (0.4) 7,250.1 7,235.1 8.4 - 7,243.5
Liabilities
Total current
liabilities 2,238.3 (16.0) - 2,222.3 1,921.4 (10.3) - 1,911.1
Total
non-current
liabilities 1,956.0 67.0 (1.7) 2,021.3 2,400.5 11.3 0.4 2,412.2
Total
liabilities 4,194.3 51.0 (1.7) 4,243.6 4,321.9 1.0 0.4 4,323.3
Total equity 2,998.9 6.2 1.4 3,006.5 2,913.2 7.4 (0.4) 2,920.2
Total equity
and
liabilities 7,193.2 57.2 (0.3) 7,250.1 7,235.1 8.4 - 7,243.5
The impact to total equity as at 1
January 2011 from the adoption of IFRS 11 and IAS 19 revised
was a reduction to total equity of €29.2 million and €0.5 million,
respectively.
Impact of change in accounting policies on condensed consolidated income statement (unaudited)
As at 31 Change in As at 31 As at 31 Change in As at 31
December accounting December December accounting policy December
2012 (before policy 2012 (as 2011 (as 2011
adjustments) presented) previously
stated) (adjusted)
IFRS 11 IAS 19 IFRS 11 IAS 19
Gross profit 2,546.7 (24.1) (0.1) 2,522.5 2,595.5 (25.1) (0.8) 2,569.6
Operating profit 350.1 (11.8) (0.6) 337.7 468.4 (14.2) (3.9) 450.3
Profit before tax 261.8 (2.6) (0.6) 258.6 375.5 (7.1) (3.9) 364.5
Profit after tax 195.1 (1.3) (0.4) 193.4 272.8 (3.9) (3.2) 265.7
Basic and diluted
earnings per share
(€) 0.53 (0.01) - 0.52 0.74 (0.01) 0.73
Other
comprehensive
income for the
period, net of tax 6.6 - 2.1 8.7 (74.9)
- 3.3 (71.6)
Total
comprehensive
income for the
period 201.7 (1.3) 1.7 202.1 197.9 (3.9) 0.1 194.1
Three months Change in Three Three Change in Three
ended 31 accounting months months accounting policy months
December policy ended 31 ended 31 ended 31
2012(before December December December
adjustments) 2012 (as 2011 2011
presented) (previously
stated) (adjusted)
IFRS 11 IAS 19 IFRS 11 IAS 19
Gross profit 554.6 (1.5) 0.3 553.4 545.8 (1.6) (0.2) 544.0
Operating profit (30.8) 1.1 1.3 (28.4) 25.3 (0.1) (1.0) 24.2
Loss before tax (52.6) (0.9) 1.3 (52.2) (5.8) (0.8) (1.0) (7.6)
Loss after tax (45.2) (1.1) 1.1 (45.2) (10.5) 0.8 (0.8) (10.5)
Basic and diluted
earnings per share
(€) (0.13) - - (0.13) (0.03) - - (0.03)
Other
comprehensive
income for the
period, net of tax (0.2) - 0.6 0.4 45.7 - 0.8 46.5
Total
comprehensive
income for the
period (45.4) (1.1) 1.7 (44.8) 35.2 0.8 - 36.0
Impact of change in accounting policies on condensed
consolidated cash flow statement
(unaudited)
Year ended Change in Year ended Year ended Change in Year ended
31 December accounting 31 31 December
accounting policy 31 December
2012 (before policy December 2011 2011
adjustments) 2012 (as (previously
presented) stated) (Adjusted)
IFRS 11 IAS 19 IFRS 11 IAS 19
Net cash from
operating
activities 774.2 (20.6) - 753.6 845.7 (17.4) - 828.3
Net cash used in
investing
activities (390.6) (13.1) - (403.7) (336.4) (35.4) - (371.8)
Net cash used in
financing
activities (413.3) 54.8 (358.5) (353.3) 43.5 - (309.8)
(Decrease) /
Increase in cash
and cash
equivalents (29.7) 21.1 - (8.6) 156.0 (9.3) - 146.7
Basis of preparation
These condensed consolidated financial statements have been
prepared in accordance with IFRS as issued by the International Accounting
Standards Board ("IASB") and IFRS as adopted by the European Union ("EU").
IFRS as adopted by the EU differs in certain respects from IFRS as issued by
the IASB. However, the differences have no significant impact on the Group's
condensed consolidated financial statements for the periods presented. These
condensed consolidated financial statements should be read in conjunction with
the 2011 annual financial statements which include a full description of the
Group's accounting policies, as well as the change in accounting policies
above.
These condensed consolidated financial statements were approved
for issue by the Board of Directors on 12
February 2013.
2. Exchange rates
The Group's reporting currency is the euro (€). Coca-Cola
Hellenic translates the income statements of subsidiary operations
to the euro at average exchange rates and the balance sheet at the
closing exchange rate for the period, except for subsidiaries
operating in a hyperinflationary environment as explained in Note
7.
The principal exchange rates used for transaction and
translation purposes in respect of one
euro were:
Average for the year ended Closing as at
31 December 2012 31 December 31 December 2012 31 December 2011
2011
US dollar 1.29 1.40 1.33 1.31
UK sterling 0.81 0.87 0.82 0.83
Polish zloty 4.18 4.12 4.09 4.40
Nigerian naira 200.65 212.90 206.72 204.79
Hungarian forint 288.38 279.76 291.50 306.54
Swiss franc 1.21 1.23 1.21 1.22
Russian Rouble 39.84 41.04 40.42 41.27
Romanian leu 4.46 4.23 4.43 4.30
Serbian dinar 113.08 101.99 113.46 102.65
Czech koruna 25.15 24.65 25.08 25.75
Ukrainian hryvnia 10.28 11.11 10.57 10.44
3. Segmental analysis
The Group has one business, being the production, distribution and sale of
non-alcoholic, ready-to-drink beverages. The Group operates in 28 countries
and its financial results are reported in the following three reportable
segments:
Established: Austria, Cyprus, Greece, Italy, Northern Ireland, Republic of
Ireland and Switzerland.
Developing: Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania,
Poland, Slovakia and Slovenia.
Emerging: Armenia, Belarus, Bosnia and Herzegovina, Bulgaria, FYROM,
Moldova, Montenegro, Nigeria, Romania, Russia, Serbia and
Ukraine.
Information on the Group's segments is as follows:
Three months ended Year ended
31 December 31 December 2011 31 December 2012 31 December
2012 2011
Volume in unit cases(1) (million)
Established countries 146.0 154.3 679.4 713.5
Developing countries 91.3 90.3 393.5 399.7
Emerging countries 239.6 221.7 1,011.8 974.2
Total volume 476.9 466.3 2,084.7 2,087.4
Net sales revenue (€ million)
Established countries 581.7 610.2 2,701.8 2,834.8
Developing countries 257.5 243.9 1,148.1 1,161.5
Emerging countries 765.6 670.0 3,194.8 2,828.0
Total net sales revenue 1,604.8 1,524.1 7,044.7 6,824.3
Adjusted EBITDA(2) (€ million)
Established countries 4.4 28.7 231.9 343.2
Developing countries 2.2 27.4 76.5 141.1
Emerging countries 93.8 84.9 449.2 367.9
Total adjusted EBITDA 100.4 141.0 757.6 852.2
Depreciation and impairment of property,
plant and equipment
(€ million)
Established countries (41.6) (45.5) (136.3) (137.7)
Developing countries (36.6) (24.5) (83.4) (80.4)
Emerging countries (46.4) (44.4) (188.6) (171.2)
Total Depreciation and impairment of
property, plant and equipment (124.6) (114.4) (408.3) (389.3)
(1) One unit case corresponds to approximately 5.678 litres or 24 servings, being a typically used
measure of volume. Volume data is derived from unaudited operational data.
(2) We define Adjusted EBITDA as operating profit before deductions for depreciation and impairment of
property, plant and equipment (included both in cost of goods sold and in operating expenses),
amortisation and impairment of and adjustments to intangible assets, employee share options and other
non-cash items, if any.
3. Segmental analysis (continued)
Three months ended Year ended
31 December 2012 31 December 31 December 31 December 2011
2011 2012
Amortisation of intangible
assets
(€ million)
Established countries (0.1) (0.1) (0.6) (0.8)
Developing countries - (0.1) (0.3) (0.4)
Emerging countries (0.5) (0.4) (2.1) (2.0)
Total amortisation of
intangible assets (0.6) (0.6) (3.0) (3.2)
Other non-cash items(€
million)
Established countries (0.8) (0.7) (2.5) (3.3)
Developing countries (0.5) (0.3) (1.5) (1.9)
Emerging countries (2.3) (0.8) (4.6) (4.2)
Total other non-cash items (3.6) (1.8) (8.6) (9.4)
Operating profit (€ million)
Established countries (38.1) (17.6) 92.5 201.4
Developing countries (34.9) 2.5 (8.7) 58.4
Emerging countries 44.6 39.3 253.9 190.5
Total operating profit (28.4) 24.2 337.7 450.3
Reconciling items (€
million)
Finance costs, net (22.3) (30.3) (90.7) (95.2)
Share of results of equity
method investments (1.5) (1.5) 11.6 9.4
Tax 7.0 (2.9) (65.2) (98.8)
Non-controlling interests (0.6) (1.1) (3.0) (1.3)
Profit after tax
attributable to owners of
the parent (45.8) (11.6) 190.4 264.4
4. Tangible and intangible assets
Property, plant Intangible
assets
and equipment €
million € million
Opening net book value as at 1 January 2,998.1 1,935.4
2012
Additions 468.4 -
Disposals (28.9 ) -
Classified to assets held for sale (9.4 ) -
Depreciation, impairment and amortisation (408.3 ) (3.0 )
Foreign exchange differences 20.5 12.2
Effect of hyperinflation 1.0 -
Closing net book value as at 31 December 3,041.4 1,944.6
2012
5. Net debt
As at
31 December 2012 31 December 2011
€ million € million
Long-term borrowings 1,604.7 1,939.8
Short-term borrowings 555.0 321.5
Cash and cash equivalents (439.1 ) (447.4 )
Net debt 1,720.6 1,813.9
Our net debt decreased during 2012 by €93.3 million compared to
31 December 2011. The decrease in the
net debt was mainly the result of net repayments of external
borrowings and finance lease obligations. During the third quarter
of 2012 the $500 million bond
maturing in September 2013 was
reclassified to short term borrowings from long term
borrowings.
6. Restructuring costs
Restructuring costs amounted to €106.7 million before tax in
2012. The Group recorded €65.8 million, €34.8 million and €6.1
million of restructuring charges in its established, developing and
emerging markets respectively. For the year 2011, restructuring
costs amounted to €71.1 million, of which €47.6 million, €17.6
million and €5.9 million related to the Group's established,
developing and emerging markets, respectively. The restructuring
costs mainly concern redundancy costs and impairment of property,
plant and equipment.
Restructuring costs amounted to €81.9 million before tax in the
fourth quarter of 2012. The Group recorded €50.5 million, €29.6 million and
€1.8 million of restructuring charges in its established, developing and
emerging markets respectively. For the fourth quarter of 2011, restructuring
costs amounted to €46.5 million, of which €35.4 million, €9.1 million and €2.0
million related to the Group's established, developing and emerging markets,
respectively. The restructuring costs mainly concern redundancy costs and
impairment of property, plant and equipment.
7. Total finance costs, net
Three months ended
31 December 2012 31 December 2011
€ million € million
Finance costs 25.4 24.5
Net foreign exchange losses 0.6 1.3
Interest income (4.3 ) (3.3 )
Loss on net monetary position 0.6 7.8
Total finance costs, net 22.3 30.3
Year ended
31 December 2012 31 December 2011
€ million € million
Finance costs 97.7 96.7
Net foreign exchange (gains) / losses 0.3 (0.6 )
Interest income (10.4 ) (8.7 )
Loss on net monetary position 3.1 7.8
Total finance costs, net 90.7 95.2
Total net finance costs for 2012 were lower by €4.5 million
compared to last year, mainly due to the lower losses on net monetary position
due to the hyperinflationary impact of Belarus and the higher interest income.
Total net finance costs in the fourth quarter of 2012 were lower by €8.0
million compared to the same period of last year, mainly due to lower losses
on the net monetary position.
Hyperinflation
Belarus has been considered to be a hyperinflationary economy since
the fourth quarter of 2011. The three year cumulative inflation exceeded 100%
and therefore Belarus is consolidated in terms of the measuring unit at the
balance sheet date and translated at the closing exchange rate. The
restatement was based on conversion factors derived from the Belarus Consumer
Price Index (CPI) as compiled by the National Statistical Committee of the
Republic of Belarus. The conversion factor used for December 2012 was 1.223
which resulted in a net monetary loss for 2012 of €3.1 million.
8. Tax
The Group's effective tax rate for 2012 may differ from the
Greek statutory tax rate of 20% as a consequence of a number of
factors, the most significant of which are: the statutory tax rates
of the countries in which the Group operates, non-deductibility of
certain expenses, non-taxable income and one off tax items.
By virtue of a tax law that was enacted in Greece on 23 January
2013, the Greek corporate income tax rate was increased to
26% for accounting years starting as of 1
January 2013 onwards.
9. Earnings per share
Basic earnings per share is calculated by dividing the net profit
attributable to the owners of the parent by the weighted average number of
shares outstanding during the period (2012 full year: 363,867,871 , fourth
quarter of 2012: 363,123,172 , 2011 full year: 363,010,078, fourth quarter of
2011: 363,111,625). Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume conversion of
all dilutive ordinary shares arising from exercising employee stock options.
10. Share capital
During 2011, the Board of Directors resolved on the increase of
Coca-Cola Hellenic's share capital by issuing 354,512, 21,994, 28,749 and 313
new ordinary shares, as announced on 16 March, 24 June, 1 September 2011 and
13 December 2011 respectively, following the exercise of stock options
pursuant to the Coca-Cola Hellenic employees' stock option plan. Total
proceeds from the issuance of the shares under the stock option plan amounted
to €4.7 million.
On 6 May 2011, the Annual General Meeting of shareholders resolved
on the reorganisation of its share capital. The Group's share capital
increased by an amount equal to €549.7 million. This increase was effected by
capitalising the share premium reserve and increasing the nominal value of
each share from €0.50 to €2.00. The share capital was subsequently decreased
by an amount equal to €183.2 million by decreasing the nominal value of each
share from €2.00 to €1.50, and distributing such €0.50 per share difference to
shareholders in cash.
On 25 June 2012, the Annual General Meeting of shareholders
resolved to decrease the share capital of the Company by the amount of €124.6
million by decreasing the nominal value of the Company's share by €0.34 per
share, from €1.50 to €1.16 per share, and the return of the amount of the
decrease to the Company's shareholders in cash, i.e. a return of €0.34 per
share. Furthermore, on the same date, it was resolved to decrease the share
capital of the Company by the amount of €55.0 million by decreasing the
nominal value of the Company's share by €0.15 per share, from €1.16 to €1.01
per share, in order to extinguish accumulated losses of the parent company
Coca-Cola Hellenic Bottling Company S.A. in an equal amount.
During 2012, the Board of Directors resolved on the increase of
Coca-Cola Hellenic's share capital by issuing 5,334 new ordinary shares on 21
March 2012 and 6,165 new ordinary shares on 27 September 2012, following the
exercise of stock options pursuant to the Coca-Cola Hellenic employees' stock
option plan. Total proceeds from the issuance of the shares under the stock
option plan amounted to €0.1 million.
The share capital on 31 December
2012 amounts to €370.2 million and is comprised of
366,553,507 shares with a nominal value of €1.01 each.
11. Non-controlling interests
On 8 June 2011, the Board of Directors of the Company's subsidiary
Nigerian Bottling Company plc ("NBC") resolved to propose a scheme of
arrangement between NBC and its minority shareholders, involving the
cancellation of part of the share capital of NBC. The transaction was approved
by the Board of Directors and General Assembly of NBC on 8 June 2011 and 22
July 2011 respectively and resulted in acquisition of the remaining 33.6% of
the voting shares of NBC bringing the Group's interest in the subsidiary to
100%. The transaction was completed in September 2011 and NBC was de-listed
from the Nigerian Stock Exchange. The consideration for the acquisition of non
controlling interests was €100.2 million, including transaction costs of €1.8
million, out of which €70.4 million was paid as of 31 December 2012 (as of 31
December 2011: €56.5 million). The difference between the consideration and
the carrying value of the interest acquired (€60.1 million) has been
recognised in retained earnings while the accumulated components recognised in
other comprehensive income have been reallocated within the equity of the
Group.
On 25 June 2010, the Group initiated a tender offer to purchase all
of remaining shares of the non-controlling interest in Coca-Cola HBC - Srbija
A.D., Zemun (`'CCH Serbia''). The tender offer was completed on 2 August 2010
and resulted in the Group increasing its stake in CCH Serbia to 91.2% as of 31
December 2010. In 2011, the Group acquired all the remaining interest in the
subsidiary. The consideration paid for the acquisition of non controlling
interest acquired in 2011 was €17.7 million and the carrying value of the
additional interest acquired was €11.4 million. The difference between the
consideration and the carrying value of the interest acquired has been
recognised in retained earnings.
12. Dividends
No dividend was declared and paid for the fiscal years 2011 and
2012.
13. Contingencies
In 1992, our subsidiary Nigerian Bottling Company ("NBC") acquired
a manufacturing facility in Nigeria from Vacunak, a Nigerian Company. In 1994,
Vacunak filed a lawsuit against NBC, alleging that a representative of NBC had
orally agreed to rescind the sale agreement and instead enter into a lease
agreement with Vacunak. As part of its lawsuit Vacunak sought compensation for
rent and loss of business opportunities. NBC discontinued all use of the
facility in 1995.
In a judgement delivered by the Nigerian court of first instance
on 28 June 2012, the court awarded
Vacunak damages in an amount equivalent to approximately €7
million. NBC has filed an appeal against the judgment. Based on
advice from NBC's outside legal counsel, we believe that it is
unlikely that NBC will suffer material financial losses from this
case. We have consequently not provided for any losses in relation
to this case.
In the second quarter of 2010, the Serbian Competition Authority
opened an investigation into the commercial practices of our Serbian
subsidiary for potential abuse of dominance in the market for distribution of
alcoholic and non-alcoholic beverages. On December 2012, the authority
addressed a statement of objections to our Serbian subsidiary. We believe that
our Serbian subsidiary has not violated any Serbian competition rules and we
will challenge any such allegations vigorously.
Except the above mentioned items, there have been no other
significant changes in contingencies since 31 December 2011 (as described in the 2011 Annual
Report available on the Coca-Cola Hellenic's web site:
www.coca-colahellenic.com).
14. Commitments
As of 31 December 2012 the Group
has capital commitments of €90.3 million (31
December 2011: €93.9 million), which mainly relate to plant
and machinery equipment.
15. Number of employees
The average number of full-time equivalent employees in 2012 was
39,736 (41,291 for 2011).
16. Related party transactions
a) The Coca-Cola Company
As at 31 December 2012, The
Coca-Cola Company and its subsidiaries (collectively,"TCCC")
indirectly owned 23.2% (2011: 23.2%) of the issued share capital of
Coca-Cola Hellenic.
Total purchases of concentrate, finished products and other
materials from TCCC and its subsidiaries during the full year and the fourth
quarter of 2012 amounted to €1,305.4 million and €210.1 million (€1,300.8
million and €246.0 million in the respective prior year period). Total net
contributions received from TCCC for marketing and promotional incentives
during the same periods amounted to €70.6 million and €27.7 million (€76.5
million and €27.8 million in the prior-year periods).
During the full year and the fourth quarter of 2012, the Group sold
€25.1 million and €5.0 million of finished goods and raw materials
respectively to TCCC (€32.8 million and €8.8 million in the prior-year
periods) while other income from TCCC was €19.2 million and €5.8 million
respectively (€15.0 million and €1.2 million in the prior year periods). Other
expenses from TCCC amounted to €1.5 million for the full year and €0.1 million
for the fourth quarter of 2012 (€4.0 million and €1.9 million in the prior
year periods).
As at 31 December 2012, the Group had a total amount of €51.8
million (€56.9 million as at 31 December 2011) due from TCCC, had a total
amount due to TCCC of €154.0 million of trade payables (€162.1 million as at
31 December 2011) and no other liabilities (€7.6 million as at 31 December
2011).
b) Kar-Tess Holding
Frigoglass S.A. (`Frigoglass')
Frigoglass, a company listed on the Athens Exchange, is a
manufacturer of coolers, glass bottles and crowns. Frigoglass is related to
Coca-Cola Hellenic by way of a 44.1% (2011: 43.9%) ownership by the parent of
Kar-Tess Holding, which as at 31 December 2012 owned 23.3% (2011: 23.3%) of
the issued share capital of Coca-Cola Hellenic. Frigoglass has a controlling
interest in Frigoglass Industries Limited, a company in which Coca-Cola
Hellenic has a 23.9% interest, through its subsidiary in NBC.
During the full year and the fourth quarter of 2012, the Group
made purchases of €137.9 million and €22.4 million respectively
(€147.7 million and
€3.7 million in the prior-year periods) of coolers, raw materials and
containers from Frigoglass and its subsidiaries and incurred maintenance and
other expenses of €9.8 million and €4.6 million respectively (€6.3 million and
€1.7 million in the prior-year periods). Other income from Frigoglass during
the full year and the fourth quarter of 2012 was €0.8 million and €0.2 million
respectively (€1.0 million and €0.2 million respectively in the prior-year
periods). As at 31 December 2012, Cocaâ€'Cola Hellenic owed €21.4 million
(€14.3 million as at 31 December 2011) to, and was owed €1.2 million (€1.2
million as at 31 December 2011) by Frigoglass.
16. Related party transactions (continued)
c) Other related parties
During the full year and the fourth quarter of 2012, the Group
purchased €128.6 million and €25.8 million of raw materials and finished goods
(€116.4 million and €23.6 million in the prior-year periods). In addition, the
Group received reimbursement for direct marketing expenses incurred of €0.2
million for the full year and €0.1 million for the fourth quarter of 2012
(€0.1 million and nil in prior year periods). Furthermore during the full year
and the fourth quarter of 2012, the Group incurred other expenses of €4.4
million for the full year and €0.5 million for the fourth quarter (€5.0
million and €0.6 million respectively in the prior-year periods), recorded
income of €0.5 million and €0.1 million for the full year and the fourth
quarter of 2012 from the sale of finished goods to other related parties (€1.6
million and €0.2 million in the prior-year periods) and other income of €0.1
million for the full year and nil for the fourth quarter of 2012 (€0.6 million
and €0.4 in prior year periods). As at 31 December 2012, the Group owed €9.2
million (€8.4 million as at 31 December 2011) to, and was owed €0.4 million
(€1.0 million as at 31 December 2011) by other related parties.
d) Joint Ventures
During the full year and the fourth quarter of 2012, the Group
purchased €31.0 million and €7.0 million of finished goods (€28.9 million and
€5.5 million in the prior-year periods) from joint ventures. In addition,
during the full year and the fourth quarter of 2012, the Group incurred other
expenses of €0.4 million and €0.1 million from joint ventures (€0.1 million
and nil respectively in the prior-year periods) and recorded other income of
€0.2 million and €0.1 million from joint ventures (€0.2 million and €0.1
million in the prior-year periods). As at 31 December 2012, the Group owed
€67.5 million (€15.5 million as at 31 December 2011) to, and was owed €17.3
million (€17.1 million as at 31 December 2011) by joint ventures.
There were no transactions between Coca-Cola Hellenic and the
directors and senior management except for remuneration for the
period ended 31 December 2012, as
well as the prior year period.
There were no other significant transactions with related
parties for the period ended 31 December
2012.
17. Disposal / acquisition of subsidiaries
In February 2011, we sold all our interests in Eurmatik S.r.l., the
vending operator in Italy. The consideration was €13.5 million and the cash
and cash equivalent disposed were €0.4 million. The disposal resulted in the
Group derecognising €12.0 million of intangible assets and €12.7 million of
net assets. The disposal of Eurmatik S.r.l resulted in a gain of €0.8 million
in the Group's established segment.
On 20 April 2011, the Group, along with TCCC, acquired through
Multon ZAO, the Russian juice joint venture, all outstanding shares of MS
Foods UAB, a company that owns 100% of the equity of Vlanpak FE, a fruit juice
and nectar producer in Belarus. Our share of the acquisition consideration was
€3.9 million including an assumption of debt of €1.4 million. The acquisition
has resulted in the Group recording of intangible assets of €2.9 million in
its emerging segment.
18. Voluntary share exchange offer
On 11 October 2012, Coca-Cola HBC AG, a Swiss company incorporated
by Kar-Tess Holding, announced a voluntary share exchange offer to acquire all
outstanding ordinary registered shares and all American depositary shares of
Coca-Cola Hellenic. The transaction is progressing in line with Coca-Cola HBC
AG's most recent announcements and we expect commencement of the acceptance
period after publication of Coca-Cola Hellenic's audited full year 2012
financial statements and completion of the voluntary share exchange offer
early in the second quarter of 2013. The Group has incurred expenses of €4.2
million, mainly for audit and advisory fees, relating to this transaction.
19. Subsequent events
On 14 January 2013, the Group
acquired approximately 14.0% in Coca-Hellenic Bottling Company
Bulgaria AD for a consideration of approximately €13.3 million and
thus its overall participation in the Bulgarian subsidiary is now
99.39%.
Volume by country for 2012, 2011 and 2010
% change % change
Million unit cases 2012 2011 2012 vs 2011 2010 2011 vs 2010
Established Markets
Austria 92.6 90.8 +2% 90.4 -
Cyprus 15.9 15.5 + 3% 16.1 - 4%
Greece 108.6 126.0 - 14% 143.0 - 12%
Italy 309.0 320.3 - 4% 323.0 - 1%
Republic of Ireland
and Northern Ireland 70.9 75.5 - 6% 75.2 -
Switzerland 82.4 85.4 - 4% 84.0 + 2%
Total 679.4 713.5 - 5% 731.7 -2%
Developing Markets
Baltics 23.9 22.5 + 6% 21.5 + 5%
Croatia 26.5 26.8 - 1% 27.3 - 2%
Czech Republic 56.0 58.4 - 4% 58.2 -
Hungary 83.2 86.1 - 3% 85.1 + 1%
Poland 172.6 173.5 - 1% 168.6 + 3%
Slovakia 24.5 25.4 - 4% 24.2 + 5%
Slovenia 6.8 7.0 - 3% 6.8 + 3%
Total 393.5 399.7 - 2% 391.7 + 2%
Emerging Markets
Armenia 7.1 6.6 + 8% 6.4 + 3%
Belarus 32.8 29.5 + 11% 24.4 + 21%
Bosnia and Herzegovina 18.5 17.9 + 3% 16.6 + 8%
Bulgaria 56.6 56.3 +1% 58.4 - 4%
Moldova 6.2 5.5 + 13% 4.8 + 15%
Nigeria 181.9 185.2 - 2% 183.9 + 1%
Romania 162.7 160.7 + 1% 167.8 - 4%
Russia 371.0 335.9 + 10% 341.0 - 1%
Serbia and Montenegro 87.3 83.0 + 5% 76.3 + 9%
Ukraine 87.7 93.6 - 6% 101.9 - 8%
Total 1,011.8 974.2 + 4% 981.5 - 1%
Total Coca-Cola Hellenic 2,084.7 2,087.4 - 2,104.9 - 1%
---------------------------------
[1] The amount included in the exchange equalisation reserve of €60.0 million
loss for 2011 represents the exchange losses attributed to the owners of the
parent of €59.4 million plus the share of equity method investments of €0.6
million loss.
The amount included in other reserves of €5.4 million gain for
2011 consists of losses on valuation of available-for-sale financial assets of
€0.4 million, representing revaluation losses for the year, cash flow hedges
gain of €8.4 million (of which €5.3 million represents revaluation gains for
the year and €3.1 million represents revaluation losses reclassified to profit
and loss for the year) and the deferred income tax loss of €2.6 million.
The amount of €242.4 million profit comprises of profit for the
year of €264.4 million less actuarial losses of €27.7 million plus
deferred income tax credit of €5.7 million.
The amount of €6.3 million gain included in non-controlling
interests for 2011 represents the share of non-controlling
interests in the exchange equalisation reserve of €5.0 million gain
and in the retained earnings of €1.3 million income.
[2] The amount included in the exchange equalisation reserve of €31.6 million
gain for 2012 represents the exchange gains attributed to the owners of the
parent of €32.4 million plus the share of equity method investments of €0.8
million loss.
The amount included in other reserves of €10.3 million loss for
2012 consists of gains on valuation of available-for-sale financial assets of
€0.2 million, representing revaluation losses for the year, cash flow hedges
loss of €13.4 million (of which €22.9 million represents revaluation losses
for the year and €9.5 million represents revaluation losses reclassified to
profit and loss for the year) and the deferred income tax gain of €2.9
million.
The amount of €177.8 million profit comprises of profit for the
year of €190.4 million less actuarial losses of €15.2 million plus
deferred income tax credit of €2.6 million.
The amount of €3.0 million gain included in non-controlling
interests for 2012 represents the share of non-controlling
interests in the retained earnings.