Annual Report 2015
Transcription
Annual Report 2015
Annual Report 2015 Annual Report of Merkur trgovina, d.d. for 2015 Let us highlight some facts about our operations in 2015. Contents 6 Report of the Chairman of the Management Board 7 Statement of Management’s Responsibility 8 Report of the Supervisory Board 12 Key Strategic Directions of the Company 16 Management Statement 18 Ownership 18 Significant Events at Merkur trgovina, d.d., in 2015 Business Report 22 Risk Management 26 Financial Performance 28 Responsibility 33 Expected Operating Environment in 2016 Financial Report for the 2015 Financial Year 36 Audited Financial Statements of Merkur trgovina, d.d. 40 Notes to the Audited Financial Statements of Merkur trgovina, d.d. 73 Management's Statement 74 Auditor's Report 6 Annual Report of Merkur trgovina, d.d. 2015 Report of the Chairman of the Management Board In 2015, we placed great emphasis on consolidating relations with suppliers and other partners; we strengthened investments in employees and our responsibility towards the social and natural environment. On the one hand, the Slovenian market in which the Company operates was marked by an improvement in consumer optimism; however, the volume of investment, which is also closely linked to the operations of Merkur, has not yet started to significantly increase. In 2015, Merkur trgovina mainly focused on sales through its retail centres both to end customers and businesses; we generated the majority of revenue through these two channels. I believe the performance of Merkur trgovina in 2015 was very successful. In comparison with the previous year, the Company succeeded in significantly improving its profitability, thus consolidating its leading position on the Slovenian market in the category of technical retail. In 2016, the Company commemorates the 120th anniversary of the formation of the company from which Merkur emerged. With the solid foundations established in 2015, we are entering this anniversary year courageously and with a refreshed identity. We know Slovenian customers exceptionally well, and we aim to be a partner in creating a beautiful home. Even with respect to all the other stakeholders, we will continue to continuously improve our operations and ensure further development. Blaž Pesjak, Chairman of the Board 7 Statement of Management’s Responsibility The Chairman and Members of the Management Board of Merkur trgovina, d.d. hereby declare that the Annual Report of Merkur trgovina, d.d. and all of its integral parts have been compiled and published in accordance with provisions of the Companies Act and International Financial Reporting Standards as adopted by the EU. The Management Board is responsible for the preparation of the Annual Report of Merkur trgovina, d.d. that gives a true and fair presentation of the financial position of the Company and of its financial performance. The Management Board hereby confirms that the financial statements have been compiled under the assumption of a going concern, and that the selected accounting policies have been applied consistently with disclosure of any changes thereto. Blaž Pesjak, Chairman of the Board The Management Board of Merkur trgovina, d.d. also declares that in 2015, at the initiative of the controlling entity Merkur, d. d. - v stečaju or at the initiative of related parties, the Company did not take or omit any action which would result in any damages arising to Merkur trgovina, d.d. The Management Board is also responsible for the adoption of measures to secure the property of Merkur trgovina, d.d. and prevent and detect fraud and any other irregularities Anita Valjavec, Member of the Board Marjan Smrekar, Member of the Board Employee Director 8 Annual Report of Merkur trgovina, d.d. 2015 Report of the Supervisory Board Work of the Supervisory Board Since early 2015, the composition of the Supervisory Board of Merkur trgovina, d.d. was as follows: Bojan Papič (Chairman), Marko Ninčević (Deputy Chairman), Klemen Boštjančič and Jure Fišer as shareholder representatives and Ana Hochkraut and Peter Fratnik as employee representatives. The Supervisory Board's composition did not change in 2015. In 2015, the Supervisory Board met at six regular and two corresponding sessions. At these sessions it regularly monitored and supervised the Company's operations and the work of the Company's Management Board, in accordance with its powers, competences and obligations outlined in the Companies Act and the Company's Memorandum of Association. In performing its duties, the Supervisory Board considered both the owners' interests as well as the interests of other stakeholders. At its sessions in 2015, the Supervisory Board regularly discussed the operating results of Merkur trgovina, d.d. It regularly monitored the Company's liquidity, solvency and capital adequacy, and consented to the purchase of real estate. All members of the Supervisory Board actively contributed to its work both through their regular attendance and discussions at the sessions themselves and through drafting proposals and comments to the materials discussed. Consideration of the Annual Report The Supervisory Board addressed the audited Annual Report of Merkur trgovina, d.d. for 2015 at its 12th regular session held on 25 March 2016. Pursuant to the review of the Annual Report of Merkur trgovina, d.d. for 2015 including the financial statements and notes thereto, consideration of the Management Board's proposal relating to the appropriation of the distributable profit and the certified auditor's report, the Supervisory Board approved the audited Annual Report of Merkur trgovina, d.d for the year 2015. The Management Board also submitted to all the members of the Supervisory Board its Report on relations with the affiliated companies of Merkur trgovina, d.d. for 2015, drawn up on the basis of Article 545 of the Companies Act, and the certified auditor's report on the report, which contained no comments. The Supervisory Board also had no comment to the statement made by the Management Board in its report on relationships with affiliated companies. Proposal for the appropriation of the distributable profit Along with approval of the Annual Report for 2015, the Supervisory Board determined the amount of the distributable profit of EUR 2,625,540.21, as at 31 December 2015. The Supervisory Board proposed the General Meeting of shareholders allocate EUR 1,733,074.01 of the distributable profit for 2015 to cover the unregistered capital reduction and to leave EUR 892,466.20 unallocated. Conclusion The Supervisory Board members have responsibly and closely monitored the operations of Merkur trgovina, d.d. in 2015. In our work we were supported by the Company, which allowed us to perform the relevant supervisory function as required and with the required quality. The Supervisory Board believes the work of the Management Board and all employees in 2015 was successful. This report was prepared by the Supervisory Board pursuant to the provisions of Article 282 of the Companies Act. Naklo, 25 March 2016 Bojan Papič, Chairman of the Supervisory Board 10 Annual Report of Merkur trgovina, d.d. 2015 Success grows if nurtured by knowledge, good will and hard work for long enough. 11 It was in 1896 when Peter Majdič opened his first hardware store in Celje and named it after the Roman god of trade. With enthusiasm, an unwavering will to work and genuine entrepreneurial spirit he was a pioneer in retail, and soon thereafter opened a store in Kranj. This inexhaustible spirit continues to pervade Merkur even today. From it we drew the strength to get to work and tackle the challenges that we have worked so hard to overcome in recent years. Today, as it celebrates its 120th anniversary, Merkur is a Slovenian retail chain with the longest tradition and the first choice of Slovenian DIY enthusiasts when improving their homes. The reason for this lies in the 23 modern and friendly retail centres, where customers can find advice and products for construction, renovation and maintenance, entertainment, the household, the garden and comfortable living. The retail centres are successfully complemented by a wide network of franchise partners and the online store. At Merkur, we believe that every Slovenian can realize their vision for their home - and we are here to help. Therefore, we attempt to awaken Slovenians, advise them and motivate the to get to work. This is the mentality embodied in the new corporate tagline. Merkur. Let's get to work! 12 Annual Report of Merkur trgovina, d.d. 2015 120 years of tradition Key strategic directions of the Company Mission As a competent and competitive company, Merkur trgovina, d.d. offers the best service both in selling to final customers and to companies. • We strive to ensure customer satisfaction through providing the best ratio between quality, stock and price, while also offering the best advice. • We have a broad range which is appropriate for business-to-business sales. • Our sales staff are the most competent and customer-oriented. • We inspire and enrich new lifestyles that appear on the market, and are a strong partner of leading brands and manufacturers. • Our retail network is the largest in Slovenia, which allows our suppliers to establish long-term cooperation with us. • The best service is the key factor of distinguishing us from the competition and our main strategic advantage which we constantly invest in and thus ensure a positive environment for all stakeholders. Vision To be the best provider of products and services in the DIY, appliances and seasonal ranges in Slovenia. Values Tradition We continue our 120-year long tradition of operations and thus look to the future with fresh ideas. Enthusiasm We are passionate, competent and professional, and pursue the Company's goals with a team approach. Trust We are a conscientious, serious and reliable business partner. Quality We focus on recognisably good services. Success We respond to the constant changes in the environment and the market, while all our employees focus on searching for even better opportunities. 13 23 stores with a combined sales area of 117,774 m2 Shopping centres Some 23 modern, well-stocked and customer-friendly shopping centres form the backbone of our sales. As their main advantage, they bring together the concept of successfully selling construction, renovation and maintenance products alongside products for entertainment, comfort and high-quality living. Both final and professional customers can benefit from competent sales assistants in every department, who are always happy to provide assistance and help. Our shopping centres have two different sales formats: The MERKUR hybrid type The MERKURMOJSTER type brings together a comprehensive offering of products and services for the home, professional customers and builders, and supplies both final customers and companies that purchase through the retail network. We have 19 of our own retail centres using the Merkur format, which can be divided into large and medium-size depending on the size of their sales areas. brings together an offering of products and services for professional customers and builders and supplies both final customers and companies that purchase through the retail network. We have 4 of our own retail centres using the Merkur Mojster format. A further 12 franchisees, who have a total of 15 franchise branches all over Slovenia, also follow the Merkur concept. 46,000 more than products available at www.merkur.si On-line On-line sales supplement and upgrade our retail network of shopping centres. The Merkur Web Centre at www.merkur.si offers more than 46,000 products. The Web Centre follows a multi-channel strategy, which focuses on customers and a systematic approach to advertising regardless of the channel. We aim to allow customers to at any time and from any location easily reach the brand and obtain all information they need to effectively take the relevant purchasing decision. Electronic commerce via the special MERKUR PARTNER portal is also supported for B2B customers at partner.merkur.si. 14 Annual Report of Merkur trgovina, d.d. 2015 900 groups of goods form the backbone of a diversified sales range Pillars and categories in Merkur's sales range DO IT YOURSELF (DIY) Construction Workshop Living Bathroom Garden SEASONAL Spring and garden Summer and patio furniture Autumn and All Saints Day Christmas and New Year APPLIANCES White goods Acoustics and computer equipment Kitchen appliances Household appliances 120,000 custom-order products Sales range Merkur offers a varied sales range. The numerous Slovenian and foreign recognised brands and broad sales range ensure that the selection and quality of products at Merkur are worthy of our customers' trust and attention. Metallurgy products: tin, stainless tin, welding materials, steel in rods and wire, pipes, tool steel, concrete steel, reinforced concrete mesh, and ferrous metallurgy. Construction materials and wood: cement and lime, bricks and roof tiles, insulation, façade systems, plasterboard construction elements, products for the garden and landscaping, wood and products made of wood, builder's joinery, wall and floor covering. Technical products: mountings, screws and adhesion products, chuck equipment, buffing material, hardware and accessories, measuring equipment, logistics equipment, hand tools, technical products made of rubber, personal protection means. Energy and installations: electricity installations, lighting, guides and cables, switches, plumbing installations, sanitary ceramics, ceramic tiles, wellness equipment, heating, ventilation and air conditioning, and other installation and electrical materials. Consumer goods: acoustics and video devices, small kitchen appliances, white goods, heating elements, kitchen appliances, computer and office equipment, telecommunications, gardening and agricultural/forestry range, other consumer goods. Chemicals and paper: paint and varnish, decorating materials, building chemicals, adhesives, construction chemicals, plastic granules, graphic paper and materials, packaging materials. 15 3 own brands Own brands We have supplemented our sales range with our own brands: BIVA, MTECH and MQ. Through our own brands we aim to bring our offering ever closer to our customers, especially in terms of construction equipment, equipment for renovating the home, and gardening equipment. MTECH – Simple but bundles of fun MTECH is a brand of products needed in the home workshop, in the garden or in construction: hand tools, workshop equipment and accessories, gardening equipment and machinery. The products have a modern design, are innovative and made of high-quality materials. Since they are easy to use they are especially aimed at "DIY" users. BIVA – For a more comfortable and beautiful home BIVA-branded products help us create, enrich and beautify our living environment: bathroom equipment, kitchen appliances, decorative products, paint, builder's joinery and flooring, patio furniture and other outdoor living products. Through its modern materials, attractive colours and designs, and innovation, this brand is aimed at anyone who enjoys the comfort and aesthetics of their own home. MQ MQ is mainly a brand of generic products needed to ensure the primary furnishing of living spaces. They are exceptionally functional. However, the brand has less function in terms of differentiation, as the range includes construction tools and materials, installations, workshop equipment and accessories, gardening equipment, landscaping equipment, energy sources, and similar. The offering of MQ products is mainly aimed at rational and price-sensitive - both 16 Annual Report of Merkur trgovina, d.d. 2015 Management Statement Management system The Company's Management Board is responsible for drafting and realising the Company's strategic development goals. In accordance with the two-tier system, the work of the Management Board is supervised by the Supervisory Board. Up to four members of the Supervisory Board, appointed by the shareholders at the General Meeting, shall represent shareholder interests. Up to two members of the Supervisory Board shall represent employee interests. By his very function, the Chairperson of the workers' council shall be a member of the Supervisory Board, in addition to one other member of the workers' council. General Meeting There were two General Meetings in 2015. The first regular General Meeting of Merkur trgovina, d.d. was held on 29 January 2015, while the second General Meeting was held on 15 May 2015. First General Meeting of shareholders held on 29 January 2015 The General Meeting was attended by 11,368,274 shares or 100% of the shares with voting rights. The shareholders adopted the following conclusions: • The audit firm DELOITTE REVIZIJA, d. o. o., Dunajska cesta 165, 1000 Ljubljana was appointed certified auditor of the company MERKUR trgovina, d.d. for the 2014 financial year. • From the cut-off date of the spin-off (1 October 2013) and for a period on no less than five years, the financial statements of Merkur trgovina, d.d. have and will be prepared in accordance with the Companies Act and the International Financial Reporting Standards. • Members of the Supervisory Board shall receive attendance fees for attendance at sessions; for each member of the Supervisory Board, the fee amounts to EUR 160 net, or EUR 240 for the Chairman of the Supervisory Board. The fee for a correspondence session is 80% of the regular fee. Notwithstanding the aforementioned, and therefore irrespective of the number of sessions attended, in each financial year, individual members of the Supervisory Board are entitled to receive attendance fees until the total amount of net attendance fees reaches 20% of the basic remuneration for performing the function of a Supervisory Board member in relation to eligible payments on an annual basis. Members of the Supervisory Board, in addition to attendance fees, also receive basic remuneration for performing their function of EUR 9,600 gross per individual member. The Chairman of the Supervisory Board is also entitled to an additional payment of 50% of the basic remuneration for a member of the Supervisory Board, while the Deputy Chairman of the Supervisory Board is entitled to additional payment in the amount of 10% of the basic remuneration for a member of the Supervisory Board. The Supervisory Board members receive this basic remuneration and the remuneration for performing their function in proportional monthly payments to which they are entitled during their term of office. Each monthly payment is one twelfth of the annual amounts defined above. The limitation of the total amount of attendance fees or additional payments to a member of the Supervisory Board shall in no way affect their obligation to attend all meetings of the Supervisory Board or perform their statutory responsibilities. Supervisory Board members are entitled to reimbursement of transport costs and travel and accommodation cost incurred in connection with their work in the Supervisory Board up to the amount specified in the regulations governing the reimbursement of expenses in connection with work and other income, which are not included in the tax base. Costs for overnight stays may be refunded only if the distance between the permanent or temporary residence of a member of the Supervisory Board and the work place is no less than 100 kilometres, provided the member could not return because no public means of transport was available according to the schedule, or for other objective reasons. Second General Meeting of shareholders held on 15 May 2015 The General Meeting was attended by 11,368,274 shares or 100% of the shares with voting rights. The shareholders adopted the following conclusions: • The General Meeting took note of the written report of the Supervisory Board confirming the 2014 Annual Report. The distributable profit at 31 December 2014 amounts to EUR 1,889,993.73. The distributable profit for 2014 will not be distributed to the shareholders. The entire distributable profit of EUR 1,889,993.73 shall be allocated to cover the unregistered reduction in capital. The Management Board and the Supervisory Board were granted discharge for the 2014 financial year. • The audit firm DELOITTE REVIZIJA, d. o. o., Dunajska cesta 165, 1000 Ljubljana was appointed certified auditor of the company MERKUR trgovina, d.d. for the 2015 financial year. 17 Supervisory Board The Supervisory Board of Merkur trgovina, d.d. met at eight sessions in 2015. At its meetings, the Supervisory Board discussed the following most important topics: • The unaudited Annual Report of Merkur trgovina, d.d. for 2014. • The Business plan of Merkur trgovina, d.d. for 2015. • Reports on current operations. • Convening General Meetings and reports thereon. • Appointing the auditor for the 2015 financial year. • Consent to purchasing real estate. • The Business plan of Merkur trgovina, d.d. for 2016. Composition of the Supervisory Board of Merkur trgovina, d.d.: Shareholder representatives: Bojan Papič, Chairman of the Supervisory Board Marko Ninčević, Deputy Chairman Klemen Boštjančič, Member Jure Fišer, Member Employee representatives: mag. Ana Hochkraut, Member Peter Fratnik, Member The term of office of Supervisory Board members (shareholder representatives) expires on 16 July 2019. The term of office of Supervisory Board members (employee representatives) expires on 22 June 2018. Management Board The Management Board of Merkur trgovina, d.d. met at 52 sessions in 2015. It focused on managing and monitoring the realisation of the key operating goals in each relevant area. Management Board of Merkur trgovina, d.d.: Blaž Pesjak, Chairman of the Management Board (term of office expires on 14 July 2019) Anita Valjavec, Member of the Management Board (term of office expires on 14 July 2019) Marjan Smrekar, Member of the Management Board – employee representative (term of office expires on 31 August 2018) Internal controls relating to financial reporting From the point of view of proving accounting information complying to the criteria outlined in the International Financial Reporting Standards, we have established controls aimed at mitigating the risks related to financial reporting. These accounting controls ensure the: • authenticity, • accuracy and • completeness of financial data. We ensure the regular professional training of our employees, which enables them to contribute high-quality, correct and timely accounting data. 18 Annual Report of Merkur trgovina, d.d. 2015 Ownership The share capital of Merkur trgovina, d.d. amounting to EUR 11,368,274 is represented by 11,368,274 ordinary de-materialised no par value shares. Each share represents EUR 1. An ordinary no par value share is registered to the holder, giving the holder the right to: • one vote at General Meetings, • a proportionate amount of share in the profit earmarked for dividend payment, • a proportionate share of the remaining bankruptcy or liquidation estate in the event of the Company going bankrupt or being liquidated. The shares of Merkur trgovina, d.d. are not traded on an organised market. As at 31 December 2015, MERKUR – trgovina in storitve, d. d. - v stečaju is the 100% owner of Merkur trgovina, d.d. Significant Events at Merkur trgovina, d.d. in 2015 On 30 September 2015, MERKUR trgovina, d.d. concluded with Hypo-BA, d.o.o., Ljubljana a contract on the purchase of real estate for the Hudinja shopping centre in Celje, at Mariborska cesta 162, Celje. Other major achievements in 2015 Best Buy Award At the beginning of 2015, in an independent survey, Slovenian customers chose Merkur as the retail chain that offers the best ratio between the quality and price on the Slovenian market when buying products for the house, home, garden and yard, awarding Merkur the Best Buy Award. This award goes hand in hand with our mission: to ensure customer satisfaction through the provision of the best ratio between quality, stock and price, while also offering the best advice. As the Best Buy Award is well known by Slovenian consumers, in 2015 we included it in our marketing communication, thereby further strengthening the message that the best ratio between quality and price remains Merkur's commitment also for the future. Grand Prize at the 24th SOF Merkur's advertisements "Grandma" and "Lovers" from the festive campaign "For all hidden and revealed wishes", received the grand prize for the best TV advertisement at the 24th Slovenian Advertising Festival, held on 26 and 27 March 2015 in Portorož. With this campaign, designed by advertising agency Leo Burnett, we reminded customers that during the holidays, they can find gifts for everyone at Merkur. At the same time, following the successful start of operations of Merkur trgovina, we refreshed our brand. The campaign, which had already been publicly acclaimed, was thus subject to this top domestic expert award. 20 Annual Report of Merkur trgovina, d.d. 2015 One is rarely simply lucky. Hard work is needed to be successful. Business Report 22 Annual Report of Merkur trgovina, d.d. 2015 Risk Management Efficient risk management is fundamental to safe and profitable business operations and one of the significant factors determining the Company's business performance. Management of different risks requires different risk approaches. Business risk to which our Company is exposed are managed by sectoral services. Through timely identification of risks, we aim to improve achievement of set objectives, identify any deviations in a timely manner and adopt corrective measures in order to mitigate the potential impact of adverse events and improve our management of assets available to the Company for its realisation of set goals. Business risks Business risks are risks associated with the Company's business and its core activity. Merkur trgovina is a trading company and as such its business risks arise from changes in consumer purchasing habits mainly as a reflection of their buying power and from B2B customer trends which are largely dependent on general economic conditions (construction sector, public procurements and similar). Key indicators are the unemployment rate, the movement of GDP and investment rates Risk of decline in purchasing power A halt in unemployment rate growth and increased consumer optimism have so far failed to be reflected in a significant increase in consumption. Purchasing habits of Slovenian consumers have altered significantly in recent years towards more prudent spending which will have a durable impact. From a customer's point of view, the fact that he can obtain high-quality products at a moderate price is more important that the fact where he or she can purchase the product from. Due to the forecast of a gradual improvement in macroeconomic ratios in the future years, we do not expect any further decline in the purchasing power. The risk is managed by communicating that we are a trustworthy partner, offering advice and consultation in addition to a purchase and a complete range of services for our customers. Merkur trgovina measures its market potential and regularly monitors customer satisfaction, the number of complaints, number of visitors to the shopping centres as well as their average basket of purchases. In addition, we compare prices of products with those of our competitors and by other similar measures. MEDIUM Risk of product range Operating in a rapidly changing market and a highly competitive environment requires the constant monitoring of the sales range and prices in order to adapt to the environment and pursue the Company's sales strategy. Due to its vast range of products and sales programme, Merkur trgovina is exposed to a variety of sales and market risks. Rapid response to any potential changes in market dynamics and competition, and adapting the product ranges, prices and marketing activities to the new developments is crucial for efficient risk management. MEDIUM Procurement risks Procurement risks are separated into two major groups, namely: • supplier risks - a reliable supplier that offers financially acceptable purchasing conditions; • the risk of legal requirements and standards in the field of customs, the environment and technical documentation. The risk associated with selection of the right supplier to ensure smooth supply and replenishing of stock levels is managed through our internal process of supplier selection. As part of the process of choosing a supplier, in addition to an appropriate sales range and commercial conditions, the logistical aspect is also crucial - in other words, the reliable and timely supply without errors and additional finishing. LOW BUSINESS REPORT Supply chain risks Timely supply of goods to our retail centres is of key importance for the achievement of our planned objectives and strengthening the brand in the eyes of consumers. To this end, we have organisationally joined in the supply chain the previously separate areas of category management, purchasing and logistics. The risk is mitigated through constant optimisation of the procurement process, compliance with logistics standards, provision of a safety level of stock and by trading with only verified suppliers who take great care for the reliability, speed and quality of their products during the manufacturing process as well as during their supply. MEDIUM Financial risks Financial risks are the risks that my adversely affect the Company's ability to manage its financial income and expenses, to preserve the asset's value and to manage its financial assets. Financial risk management is described in detail in Note 4.6 of the Accounting Report. Credit risk Credit risk is the risk that trade receivables and those due from other business partners resulting from deferred payments will either be paid with delay, will only be paid partly or will not be paid at all. The Company follows its established policy of active credit risk management which involves receivable collateralisation, balance sheet analysis of business partners, regular monitoring of open receivable positions, limiting exposure to individual customers through introduction of a system of limits, granting benefits on advance payments, charging default interest on delayed payments and an active policy of receivables recovery. This has an important impact on the quality of receivables, dispersal of exposure and reduction in due and outstanding receivables. LOW Liquidity risk Liquidity risk is the risk of the Company not having sufficient liquid assets at any given moment to settle its current liabilities or to maintain normal business operations. The Company successfully manages liquidity risk. The Company has entered into a long-term credit or loan agreement with all creditors and lenders, under which the liabilities fall due gradually over the next 8 or 11 years. More than half of the total revenue is generated on sales to individuals were payment is made in cash or with payment cards, which ensures regular daily inflows and mitigates liquidity. The Company manages its liquidity risk by following its adopted active liquidity risk management policy through efficient balancing of cash inflows and outflows. LOW Interest rate risk The Company's exposure to changes in interest rates mainly derives from adverse fluctuation of the EURIBOR variable interest rate. Less than 12 percent of the Company's liabilities are linked to a variable interest rate and therefore the Company is not significantly exposed to the interest rate risk. LOW Currency risk Currency risk is the risk of changes in the value of assets due to foreign exchange rate fluctuations. Merkur trgovina mainly enters into transactions denominated in the local currency. The currency exposure of Merkur trgovina arises exclusively from import transactions which are denominated in USD, which accounts for less than 3 percent of total procurements made. LOW 23 24 Annual Report of Merkur trgovina, d.d. 2015 Operational risk Operating risks are associated with the implementation and monitoring of business processes and activities and the consumption and costs incurred during the implementation of the business processes. Strategic risk Strategic risk is the risk of the Company not being able to pursue its adopted strategy, meet and monitor the achievement of its planned objectives and active response to any deviations from the plan in order to adopt correctional measures. Merkur trgovina has established regular reporting channels which help us to identify any potential deviations from the planned policies. The Management Board adopts corrective measures that may be necessary to achieve the planned performance results. MEDIUM IT risks MEDIUM The risk of failure of central information systems, the risk of insufficient information technology support to the business processes and the risk of technological obsolescence of the information technology support. The risk of failure is mitigated by keeping abreast with the new technology which is located in a protective IT location. The Company owns and maintains its own information technology support to the business processes. Due to a vast number of services provided to customers and long-standing process development and information support provision, these processes are rather complex. Merkur's IT system is based on technologies that are increasingly demanding to maintain. Our strategic goal is to rent services and replace our own ERP with a standard ERP. Most of the technical support and IT infrastructure services are already outsourced. In connection with the ERP, preparation is underway with respect to the processes and the retail IT system. Human resource risks MEDIUM Provision and retention of key qualified personnel. The risk is managed through long-term human resource planning, the identification of key personnel, a sophisticated selection process, and the oriented and systematic development, education and training of personnel. Legal risks LOW Providing quality legal support to all business processes. This risk is managed by ensuring the involvement of legal services in all business processes, by reinforcing the professional competences of staff in the legal department, and through cooperation with external legal experts. Risk of accidents Risk of damage events occurring resulting in an increase in operating costs. Through active implementation of preventive measures and insurance coverage, the Company mitigates potential damage events which could put a major burden on the Company's performance result. Merkur trgovin has agreed a comprehensive insurance contract with an insurance company. Non-life insurance contracts are agreed under the "all risk" system, while the liability limits are set sufficiently high to provide a quality protection of the performance result against major damage events. LOW BUSINESS REPORT Risks in the renting of business premises The Company perceives financial constraints of property owners, which impact the implementation of the relevant investment maintenance of facilities. Consequently, this leads to the risk of operating in substandard facilities and operating retail outlets in substandard conditions, and causes the risk of increased costs of ongoing maintenance. This risk is mitigated by regularly monitoring the condition of facilities and the operation thereof. We regularly inform and warn owners or managers of facilities. In demonstrating the need for investments, we also make use of external legal expertise and other legal remedies. HIGH Risks associated with extending the rental contracts and the Company's ownership Since the Company was founded through a spin-off in the repeat compulsory settlement proceedings of Merkur, d. d., all facilities or retail centres are rented (with the exception of two owned by the Company). With the confirmation of the repeat compulsory settlement proceedings against Merkur, d. d., Merkur, d. d. - v stečaju became 100% owner of the spun-out company Merkur trgovina, d.d.. In accordance with the Restructuring plan, this investment is intended for sale, while the proceeds will be a source to repay the creditors of the bankruptcy estate. The conclusion of the current rental agreements was carried out in accordance with the conditions for waiving the reservation on the assumption of a going concern by the certified appraiser in the process of the repeat compulsory settlement against Merkur, d. d. The restrictions and requirements imposed by the owners of buildings when renewing the current rental agreements represent a certain risk for the Company as the tenant. The restrictions perceived by the Company mainly relate to their situation and the needs of owners, which can lead to early increase or the creation of new costs. This risk is managed by beginning negotiations for the renewal of rental agreements with both main landlords a few years before their expiry. Negotiations are ongoing and aim to retain the Company's rent after the end of the current period. The Company certainly needs a strategic owner in order to develop further. The current owner Merkur, d. d. - v stečaju performs operations in accordance with the financial restructuring plan and the applicable bankruptcy law. HIGH 25 26 Annual Report of Merkur trgovina, d.d. 2015 Financial performance In EUR thousand Item 2015 2014 205.159 208.948 EBITDA (earnings before tax, interest, depreciation and amortisation) 5.009 2.683 Operating profit or loss - EBIT 3.321 720 Profit or loss before tax 3.487 516 Assets at 31 December 82.310 80.321 Equity at 31 December 13.246 9.952 Net sales revenues Operating revenue In the financial year ended 31 December 2015, Merkur trgovina, d.d. generated EUR 205 million of sales revenues and a pre-tax operating profit of EUR 3.5 million. The net profit in 2015 amounted EUR 2.9 million. Operating revenue Nearly 99% is a result of sales of goods, while revenues from sales of services of EUR 2.9 million only account for slightly more than one percent. Nearly three fifths of revenues from sales of goods are generated on sales to individuals, while slightly less than one third is generated through sales to companies through our shopping centres. The remaining sales are wholesale sales. More than one third of all goods sold are generated by the Construction materials, wood and chemistry and Consumer goods ranges. The Energy and installations range is the range with the highest margins. Sales structure by range in 2015 Technical products 14.5% Energy and installations 27.7% Margin share by range in 2015 Consumer 23.6% Construction materials, wood and chemistry 34.1% Technical products 23.9% Energy and installations 30.3% Consumer 23.4% Construction materials, wood and chemistry 22.4% Other operating revenues amounted EUR 1 million. Slightly more than a third of this amount represents revenue from the reversal and utilisation of long-term provisions, followed by revenues from the collection of receivables. BUSINESS REPORT Operating expenses The Company's entire operating expenses amounted EUR 55 million in 2015. Of that amount, more than a half relates to labour costs, less than two fifths are costs of services. Structure of costs in 2015 Employee benefit costs 51.3% Costs of services 37.5% Costs of materials 5.5% Depreciation/amortisation 3.1% Other operating costs 1.6% Provisions 1.1% A financing profit of EUR 0.2 million was generated in 2015. Total assets of MERKUR trgovina, d.d. as at 31 December 2015 amount EUR 82 million. Assets, equity and debt at 31 December 2015 (in EUR million) Non-current assets Current assets 18 13 Equity 27 Non-current liabilities 42 Current liabilities 64 27 28 Annual Report of Merkur trgovina, d.d. 2015 Responsibility Responsibility to Employees In 2015, we followed the strategic direction of the Company in the field of employees. We strived to create a working environment in which competent, highly motivated, committed employees can develop with a positive attitude to work, change and with a desire for success. By setting the foundations for the effective training, education and development of employees, and by upgrading human resources processes while reducing labour costs aiming to preserve the Company's competitive advantages, we confidently completed the year 2015. MOVEMENTS IN THE NUMBER OF EMPLOYEES At 31 December 2015, Merkur trgovina, d.d. employed 1,540 people. Most employees (73.9%) are employed in the retail network. Compared to 2014, the number of employees decreased by 2.1%. Merkur trgovina, d.d. number of employees at 31 December 2014 number of employees at 31 December 2015 Index - no. of employees at 31 Dec. 2014/31 Dec. 2015 TOTAL 1,573 1,540 97,9 STRUCTURE OF EMPLOYEES Gender structure of employees and average age Female 50.3% Male 49.7% The gender structure of employees is balanced. Although the gender structure of employees is similar to that in the previous year, it has changed in favour of women. In December 2015, 50.3% of employees were women and 49.7% men. Compared to 2014, the average age of employees has increased by 0.4 years and thus at 31 December 2015 stands at 44 years. Structure of employees in terms of employment agreement type The share of employees employed for an indefinite period at 31 December 2015 amounts to 96.75%, while only 3.25% of employees are employees employed for a definite period. Structure of employees in terms of education level In accordance with our business and the fact that most employees are employed in retail, most (74.5%) employees have achieved IV and V levels of education. This is followed by employees with secondary and higher education (20.78%), while less than 5% have a level of education lower than IV. We employ 14 employees with master's degrees. 0.5 3.4 0.8 35.5 39.0 9.7 10.1 0.9 Level I. Level II. Level III. Level IV. Level V. Level VI. Level VII. Level VIII. BUSINESS REPORT EXTERNAL EMPLOYEE FLUCTUATION In 2015, external fluctuation stood at 9.39%. Compared to 2014, the fluctuation decreased by 4.32%. In 2015, we hired 121 new employees, mainly in retail and logistics. EMPLOYEE DEVELOPMENT In 2015, in the area of employee training and development, we continued to invest in our competitive advantage our employees - and set up strategic training and development guidelines. In 2015, Merkur spent 14,560 hours on (recorded) training purposes. In 2015, every employee was engaged in training and education and on average spent 4.3 hours (2.5 hours in 2014) or 12.1 hours (7.6 hours in 2014) per actual participant. The average number of hours devoted to training and education per employee per day as at 31 December 2015 stood at 9.4 hours (7.5 hours in 2014). Hours devoted to training and education 2.5 4.3 7.5 12.1 7.5 9.4 Hours 2014 Hours 2015 Involved in training Actual participants Per employee In 2015, compared to the previous year, we spent 23.2% more hours on the acquisition of new expertise and enhancing product knowledge and the most important competences in light of the strategic guidelines. In 2015, after years of stagnation, we focused on training and education to raise competencies in the management and execution of the sales process and strengthening team spirit: • Throughout the year, we conducted a number of group training and individual coaching sessions in the retail network, including sales to businesses, and started laying the foundations for the development of an internal network of trainers. A total of 361 employees were included in this part of training and education, who spent 2,983 hours. • Key management personnel at all levels were subject to leadership and management training; implementation began in 2015 at the highest level, with 360 hours spent. • In line with the strengthening of our competitive advantage, product training in 2015 was the largest in terms of the number of participants. 1,473 employees who were educated for a total of 6,354.5 hours were included in the process of product education. • Employees attended many professional seminars, meetings and conferences, even abroad, on which 1,504.5 hours were spent. • 1,201.5 hours were spent on training in occupational health and safety and fire safety, while 638.5 hours were spent on other statutory training courses, including courses in logistical machinery. • 1,518 hours were spent on employee training for dealing with new or changed work processes in key services. 29 30 Annual Report of Merkur trgovina, d.d. 2015 Percentage of hours of training by fields of training Product training 44.8% Retail training 18.3% Work training 10.7% External training 10.6% Workplace safety 8.5% Legislation 4.5% Management 2.5% In 2015, we organised a tour of the high-bay warehouse for students of commerce and presented the contents of the work of warehouse keepers. In May, we were visited by the students of the Secondary school for economics and business from Koper, while in September, we were visited by the students of the School for economics and commerce in Kranj. For the students of the Faculty of Organisational Sciences in Kranj, in December 2015 at the faculty we gave a presentation of the organisation of HR activities in the company Merkur trgovina, d.d. WORKPLACE SAFETY AND HEALTH In 2015, we recorded 20 injuries at work, compared to 2014 when there were 16 fewer accidents at work. In the context of the health promotion programme, we carried out many activities aiming to promote activities to protect and improve the health and welfare at the workplace for all employees. Activities were aimed at raising employees' awareness of the importance of regular exercise, a healthy diet and recommended exercises for the back, which are exercises the employees can even perform during working hours. Through announcements through our communication channels we celebrated many days dedicated to raising awareness of practices harmful to health and a healthy lifestyle, and provided employees with free flu vaccination in December 2015. At 31 December 2015 we recorded an absence rate of 4.87% due to sickness, compared to 2014 when we recorded a 5.02% rate of absence. Absence due to sickness includes sick leave of up to and over 30 days, injuries at work and outside the work up to and over 30 days, and care and accompaniment. At 31 December 2015, the Company employed 55 people with disabilities, of whom 32 work part-time. The percentage of people with disabilities as at 31 December 2015, compared to 31 December 2014, was up 0.14%. The total of all people with disabilities in 2015 was 60 and was 21 fewer than in 2014. Considering the number of employees, the percentage of people with disabilities decreased by 1.25% compared to 2014. BRAND AMBASSADORS The Company is aware of the importance of employee awareness; only then can we be good ambassadors of the Company. Employees were thus informed of the relevant information at meetings, through news bulletin boards, through the internal newsletter ("Novice") and via the Intranet. Especially the Intranet is becoming a central communication point were employees can find a vast range of relevant information. In 2015, we continued to follow the good practice from previous years and allowed parents of first-graders to make use of one additional day of paid leave. BUSINESS REPORT Corporate Social Responsibility Through sponsorship activities, donations and through other schemes, Merkur trgovina, d.d. actively contributes to the welfare of the social environment in which it operates. Sponsorship of sporting events Merkur supported the organisation of the Cycling festival in Kranj, which was organised by the Cycling Club Sava Kranj between 31 July and 2 August 2015. The main race was the 47th Kranj Grand Prix - Filip Majcen Memorial, the most prestigious and oldest Slovenian classic cycling race. Other races, intended for all categories, including amateur cyclists, also took place. We supported the Mammoth route run, which is a sports competition in cross country running for primary school pupils, which was organised by the Triglav running and ski club. Donation to the Storks house At the beginning of the school year we helped the schoolchildren who visit the Storks house leisure centre in Slovenske Konjice. There, volunteers from the Association of Friends of Youth Slovenske Konjice, which operates under the auspices of the Slovenian Friends of Youth (ZPMS), prepared a varied programme for schoolchildren throughout the year. The premises host several creative workshops and other activities, which are free for all children, while primary school pupils are also welcome in the centre every afternoon, were they can obtain learning assistance and help with homework. Merkur's donation of EUR 1,000 allowed the Stork house to purchase a stove and an electric radiator, which ensured the smooth running of activities in the winter. Give a piece of Christmas The activities of social responsibility also involve our customers and thus allow them to, in cooperation with Merkur, themselves make a positive contribution to the local community. In November and December 2015 we thus upgraded the charitable campaign Give a piece of Christmas, which was first organised in 2014. This time, we gathered the Christmas decorations that customers no longer need in Merkur shopping centres. Before Christmas, the heads of the shopping centres donated the decorations thus gathered to local associations and institutions. In total, Merkur's customers gathered 54 boxes of decorations. Decorating the children's hospitals in Ljubljana and Maribor In December 2015, Merkur donated festive decorations to the children's hospitals in Ljubljana and Maribor, and erected a Christmas tree in the common facilities, and thus made the holidays brighter for children who spent their holidays in the hospital, as well as for the employees. The donation was part of the traditional campaign of Santa abseiling from the roof of the Children's Hospital, which is organised by Hitradio Centre in collaboration with the Mountain Rescue Association of Slovenia, which Merkur joined last year. At the main event held on 15 December, many famous actors, singers and athletes made the holidays brighter for children with their presence. 31 32 Annual Report of Merkur trgovina, d.d. 2015 Environmental Responsibility Through investing in the environment we aim to contribute to the welfare of future generations. Green shopping centre of the future Merkur's activities in the environmental field were in 2015 focused on the project "Green shopping centre of the future" in Kranj. Together with Gorenjske elektrarne, the shopping centre at Primskovo, Kranj, was subjected to a series of projects leading to energy efficiency and the consumption of renewable energy. This is the first such example of promoting self-sufficiency and energy efficiency in Slovenia, and which allows savings and the reduction of CO2 emissions. A solar power plant, which provides 60% self-sufficiency in the form of green energy, is located on the roof of the shopping centre, while the remaining 40% is provided from nearby hydro-power plants. In Kranj, Merkur is thus powered exclusively with green electricity. At the same time, the partners Merkur and Gorenjske elektrarne refurbished the centre's lighting in order to reduce greenhouse gas emissions by 164 tonnes annually. At the public presentation of the projects carried out in front of the shopping centre, the management boards of both companies officially opened the first filling station for electric vehicles in front of Merkur shopping centres, which round-off the green image of the shopping centres. The charging station provides an 80-percent charge for an electric vehicle in half an hour. Kranj Mayor Boštjan Trilar, State Secretary mag. Klemen Potisek and recognised innovator in the field of electric mobility Andrej Pečjak from the Metron Institute were also present at the opening of the renovated shopping centre. Waste management Merkur trgovina, d.d. generates waste through the Company's core activity: • warehousing and selling goods, • packaging, warehousing and dispatching goods, • ancillary activities (maintenance, arranging). Waste is generated in the form of waste packaging, waste electronic and electric equipment, batteries, and other waste materials generated through retail and ancillary activities. The Company has adopted a Waste management plan, which defines the strategy in this area. Our strategic goals include ensuring the separate collection of waste in all areas, reducing the quantities of waste generated and selling waste as secondary materials. We undertake the following key waste management measures: • We have concluded agreements with the relevant waste packaging and electronic and electric equipment processors and waste disposal service providers. • When negotiating with suppliers we include provisions with which suppliers undertake to fulfil requirements relating to the assembly and composition of packing, including limitations on the content of hazardous substances. • We have introduced separate waste collection, which is enabled in our offices by introducing waste collection points ensuring the separate collection of paper, organic waste and waste packaging. • Waste packaging is separately collected according to the relevant types in shopping and distribution centres. We have introduced transport trolleys for cardboard and sacks for plastics (foil, tape and polystyrene). • With the introduction of our own disposal of cardboard and plastic, we have managed to reduce our carbon footprint (30% fewer transports achieved due to the greater bulk packaging weight achieved). • By replacing 7 m3 containers for mixed municipal waste with 240-litre containers and through the strict separation of waste, in 2015, the costs of mixed municipal waste decreased by 17.5%, while the accumulated weight decreased by 46.2% compared to 2014. • We continuously sell waste as secondary materials (metals, plastics, cardboard, paper). • In our shopping centres we have established boxes were customers can leave their spent batteries, luminaries and waste electric and electronic equipment. Quantities of waste electric and electronic equipment collected in 2015 (in kilograms) Large houshold appliances Refrigerators and freezers Small houshold appliances TV screens Luminaries Batteries TOTAL 188,070 110,465 9,898 6,604 5,216 8,118 328,371 BUSINESS REPORT Expected Operating Environment in 2016 Over the next two years we expect the recovery in economic activity to continue. Forecasts show that in 2016, exports and (slightly more than this year) private consumption will continue to be key drivers of growth. GDP growth will be slightly lower mainly due to lower government investments in the transition to the 2014-2020 financial perspective. In the context of ongoing growth in exports and domestic demand, we expect a gradual acceleration of growth in private investment. In conjunction with the increase in real estate trade, the improved income situation of households and revitalisation of housing loans, the decline in housing investment is also expected to stop. Government consumption will continue to decline in real terms. The further growth of disposable income, improvement in labour market conditions and favourable consumer confidence indicators, which are reflected in a greater willingness to buy, will result in stronger growth in private consumption. In light of these forecasts, the operating environment will continue to be as challenging in 2016 as in 2015. Although consumer optimism is returning, according to past experiences, this optimism will translate into consumption with a certain lag. Based on growth projections according to the relevant model, which takes into account the weighted macroeconomic indicators, in 2016 we expect slight growth in the market of sale to consumers, although some predictions for the "do it yourself" segment within the retail segment of on-food products still show no growth and remain quite pessimistic for 2016. Despite the fact that the projected growth in private consumption is supported by better labour market conditions and low interest rates, in order to understand what is happening in the industry of technical retail, in addition to macroeconomic expectations, we also monitor trends in areas that have a strong influence on the movement and structure of private consumption. The attitude of households and individuals to saving on the one hand and to spending and investing on the other hand is the strongest driver of growth in retail sales, especially in the Merkur segment. In Slovenia, a trend of decline in household investment has been noted since 2008, despite household disposable income being relatively stable. The decline in household investments has significantly outstripped the reduction in households’ disposable income. This trend clearly points to the fact that there is a time lag in the overflows of the positive trends outlined by the forecast macroeconomic data into actual consumption and the sales of retailers. Anticipated situation in the construction segment Trends in the field of construction and renovation of residential buildings impact the sale of products in the sales range of building materials, timber and chemistry, which represents the largest share of Merkur's sales. Statistics of building permits issued indicate a significant reduction after 2009, as the number of permits issued annually since 2009 only reaches 40% of the licenses issued before 2009. In 2015, compared with the first nine months of 2014, seven percent more building permits were issued; however, it will take quite a few years to return to the level before 2009. Thus, the energy renovation of buildings, which is strongly linked to subsidies from the state, still remains an important driver of sales growth. Competitive environment In addition to the macroeconomic situation, the competitive position significantly impacts the achievement of the planned objectives. Market consolidation has occurred over the last two years in the field of retail in technical goods, which will continue to escalate in the coming years. In terms of revenue in retail activities in technical goods, Merkur trgovina is the leading retailer on the Slovenian market. Our closest competitor recorded half of our annual sales. At the same time, food retailers are strengthening their ranges of technical goods. Compared to its competitors, Merkur has more sales assistants per 100 m2 of sales surfaces, as it seeks to maintain a competitive advantage also by providing a higher level of service and advice. 33 34 Annual Report of Merkur trgovina, d.d. 2015 Računovodsko poročilo za leto 2015 A truemojster master za finds the right toolorodje. for every challenge Pravi vsak izziv najde both in the workshop and in business. Tako v delavnici kot pri poslu. Financial Report for the 2015 Financial Year 36 Annual Report of Merkur trgovina, d.d. 2015 Audited financial statements of Merkur trgovina, d.d. All the data derived (totals, differences, ratios and indices) are calculated from values expressed in the euro rather than thousand euro.. Statement of financial position at 31 December 2015 In EUR thousand Notes 31 December 2015 31 December 2014 Intangible assets 3.1 8 24 Property, plant and equipment 3.2 17,338 11,649 Loans issued 3.3 188 271 - 164 312 274 17,846 12,383 36,942 37,772 - 12 Item Other long-term receivables Deferred tax assets 3.4 Total non-current assets Inventories 3.5 Short-term financial investments Loans issued 3.6 85 103 Operating receivables and other assets 3.7 18,427 19,152 Cash and cash equivalents 3.8 9,010 10,898 Total short-term assets 64,464 67,938 TOTAL ASSETS 82,310 80,321 Capital issued 11,368 11,368 Unregistered reduction in capital -1,733 -3,623 Legal reserves 250 105 Statutory reserves 237 99 Retained earnings 2,626 1,890 - 1,356 2,626 534 498 112 - Profit brought forward - Net profit for the year Revaluation surplus Total capital 3.9 13,246 9,952 Borrowings 3.10 25,167 22,781 Short-term financial lease liabilities 3.11 427 742 Provisions 3.12 1,680 1,888 27,274 25,411 Total long-term liabilities Financial liabilities 3.13 1,050 1,224 Financial lease liabilities 3.11 418 391 Trade and other payables 3.14 39,440 42,326 434 597 448 419 Total short-term liabilities 41,790 44,958 Total liabilities 69,064 70,369 TOTAL EQUITY AND LIABILITIES 82,310 80,321 Tax liabilities Provisions 3.12 The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them. FINANCIAL REPORT Income statement for the period 1 January 2015 to 31 December 2015 Item In EUR thousand Notes 2015 2014 4.1 205,159 208,948 Cost of goods sold and production costs -146,743 -153,332 GROSS PROFIT FROM SALES 58,416 55,616 NET SALES REVENUE Other operating revenue 4.2 994 681 Selling cost 4.3 -39,940 -39,232 Cost of general activities 4.3 -15,156 -14,876 Other operating expenses 4.4 -993 -1,469 3,321 720 OPERATING PROFIT OR LOSS Financial income 4.5 690 534 Financial expenses 4.5 -523 -738 167 -204 3,487 516 -616 -199 38 274 2,909 592 NET FINANCIAL INCOME/EXPENSE PROFIT OR LOSS BEFORE TAX Income tax 4.7 Deferred tax PROFIT OR LOSS FOR THE YEAR The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them. Statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 Item In EUR thousand Notes Net profit or loss for the period Other comprehensive income that will not be reclassified to profit or loss Revaluation surplus - actuarial gains Other comprehensive income for the period 3.9 2015 2014 2,909 592 386 112 386 112 3,295 704 The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them. 37 38 Annual Report of Merkur trgovina, d.d. 2015 Cash flow statement for the period from 1 January 2015 to 31 December 2015 In EUR thousand Item 2015 2014 PROFIT OR LOSS FOR THE PERIOD BEFORE TAXATION 3,487 516 1,688 1,964 -71 -56 Investment income (expense) -236 -425 Financial income (expense) 346 626 Change in provisions and other accrued and deferred items -208 281 Impairment of assets 346 1,099 Other effects recognised in equity and/or profit or loss 385 146 Exchange rate differences -117 -53 2,133 3,582 Operating receivables increase / decrease 512 -1,204 Inventories increase / decrease 529 -3,326 -2,595 4,294 28 6 -780 - -2,305 -230 CASH FLOWS FROM OPERATING ACTIVITIES 3,315 3,868 Disbursements for acquisition of property, plant and equipment -7,166 -77 Cash receipts from loans issued 120 142 Interest received 232 231 -6,814 296 2,500 -38 Disbursements from current borrowings -1 - Receipts for financial lease - non-current 116 - Disbursements for financial lease - current - 04 -399 Interest paid -600 -422 CASH FLOWS FROM FINANCING ACTIVITIES 1,611 -859 CASH FLOWS IN THE ACCOUNTING PERIOD -1,888 3,305 Opening balance of cash 10,898 7,593 Closing balance of cash 9,010 10,898 Adjustments for: Amortisation and depreciation expense Gains on disposal of property, plant and equipment PROFIT OR LOSS ADJUSTMENTS Operating liabilities increase / decrease Accrued and deferred items increase / decrease Tax asset / liability increase / decrease MOVEMENTS IN WORKING CAPITAL CASH FLOWS FROM INVESTING ACTIVITIES Receipts / Disbursements in connection with non-current borrowings The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them FINANCIAL REPORT Statement of changes in equity of Merkur trgovina, d.d. for the period from 1 January 2015 to 31 December 2015 TOTAL CAPITAL Revaluation surplus - actuarial gains Capital surplus Equity as at 31 December 2013 11,368 -3,623 75 71 0 1,356 0 9,248 Other comprehensive income for the period - - - - - - 112 112 Net profit or loss for the year - - - - 592 - - 592 Total comprehensive income for the period 0 0 0 0 592 0 112 704 - - 30 28 -58 - - 0 11,368 -3,623 105 99 534 1,356 112 9,952 Other comprehensive income for the period - - - - - - 386 386 Net profit or loss for the year - - - - 2,909 - - 2,909 Total comprehensive income for the period 0 0 0 0 2,909 0 386 3,295 Transfer of the current year's profit to retained earnings from previous years 0 0 0 0 -534 534 0 0 Allocation of retained earnings from previous years - covering the unregistered capital according to the General Meeting's resolution - 1,890 - - - -1,890 - 0 Net profit appropriation formation of legal reserves - - 145 138 -283 - - 0 11,368 -1,733 250 237 2,626 0 498 13,246 Legal reserves Item Share capital (Retained) earnings/ accumulated loss brought forward (Retained) Net profit/loss for the year Statutory reserves In EUR thousand Transactions with owners Net profit appropriation formation of legal reserves Equity as at 31 December 2014 Transactions with owners Equity as at 31 December 2015 Items in the statement of comprehensive income are presented in net values reduced by deferred tax. The accounting policies and notes form an integral part of these financial statements and should be read in conjunction with them. 39 40 Annual Report of Merkur trgovina, d.d. 2015 Notes to the Audited Financial Statements of Merkur trgovina, d.d. 1The reporting entity Merkur trgovina, d.d. (hereinafter: the Company) is a public limited company domiciled in Slovenia. Its registered address is Cesta na Okroglo 7, 4202 Naklo. The financial statements of the Company are prepared for the financial year ended 31 December 2015. The Company's financial statements and its Annual Report are compiled in accordance with International Financial Standards as adopted by the EU (hereinafter; IFRS as adopted by EU) and in compliance with the Companies Act. The financial year of the Company covers the same period as the calendar year. Name and registered seat of the controlling company The Company is a subsidiary of Merkur, trgovina in storitve d.d. v stečaju, with its registered address at Cesta na Okroglo 7, 4202 Naklo, Slovenia. As at 31 December 2015, Merkur, d. d. - v stečaju is the holder of a 100% interest in the Company's equity. Merkur, trgovina in storitve, d. d. - v stečaju, does not prepare consolidated financial statements. The financial statements of Merkur trgovina, d.d. are prepared on a going concern basis assuming that assets are obtained and sold and liabilities settled in conditions of normal operations. 2Basis of preparation 2.1 Declaration of conformity The financial statements have been compiled in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, including accounting and reporting requirements of IFRS and the Companies Act. Standards and interpretations that are currently effective In the period under review, the following amendments to the existing standards issued by the International Accounting Standards Board (IASB) were applicable as adopted by the EU: • Amendments to a number of standards "IFRS Improvements over the period 2011 to 2013", according to the annual IFRS improvement project encompassing IFRS 3, IFRS 13 and IAS 40, which is aimed primarily at elimination of discrepancies and clarification of wording. The amended standards were adopted by the EU on 18 December 2014 and are effective for periods beginning on or after 1 January 2015. • IFRIC 21 “Levies”, adopted by the EU on 13 June 2014 and are effective for annual periods beginning on or after 17 June 2014. The adoption of these amendments to the existing standards led to no changes in the accounting policies of the Company. Standards and representations issued by IASC 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: • Amendments to IFRS 11 “Joint Arrangements” - Accounting for Acquisition of Interests in Jointly Controlled Entities, adopted by the EU on 24 November 2015 (effective for annual periods beginning on or after 1 January 2016). • Amendments to IAS 1 “Presentation of financial statements” - Disclosure Initiative. adopted by the EU on 18 December 2015 (effective for annual periods beginning on or after 1 January 2016). • Amendments to IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible Assets" - Clarification of Acceptable Methods of Depreciation and Amortisation, adopted by the EU on 2 December 2015 (effective for annual periods beginning on or after 1 January 2016). • Amendments to IAS 16 "Property, Plant and Equipment" and IAS 41 "Agriculture" - Agriculture: Bearer Plants, adopted by the EU on 23 November 2015 (effective for annual periods beginning on or after 1 January 2016). • Amendments to IAS 19 “Employee Benefits” - Defined Benefit Plans: Employee contributions were adopted by the EU on 17 December 2014 and effective for annual periods beginning on or after 1 February 2015. • Amendments to IAS 27 “Separate financial statements” - Equity Method used in the separate financial statements, adopted by the EU on 18 December 2015 (effective for annual periods beginning on or after 1 January 2016). • Amendments to a number of standards “IFRS Improvements over the period 2010 to 2012”, according to the annual IFRS improvement project encompassing IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38, which is aimed primarily FINANCIAL REPORT at elimination of discrepancies and clarification of wording. The amended standards were adopted by the EU on 17 December 2014 and are effective for periods beginning on or after 1 February 2015. • Amendments to a number of standards "IFRS Improvements over the period 2012 to 2014", according to the annual IFRS improvement project encompassing IFRS 5, IFRS 7, IFRS 19 and IAS 34, which is aimed primarily at elimination of discrepancies and clarification of wording. The amended standards were adopted by the EU on 15 December 2015 and are effective for periods beginning on or after 1 January 2016. 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. Standards and interpretations issued by IASB but which have not yet been adopted by the EU Currently, the IFRS as adopted by the European Union do not considerably differ from those adopted by the International Accounting Standards Board (IASB) with the exception of the following standards and amendments to the existing standards which were not confirmed for use on 25 February 2016: • IFRS 9 “Financial instruments” (effective for annual periods beginning on or after 1 January 2018). • IFRS 14 "Legal deferral of payment of invoices" (effective for annual periods beginning on or after 1 January 2016) The European Commission has decided not to begin the validation process for this interim standard and it will wait for the final version to be issued. • IFRS 15 “Revenue from Contracts with Customers” including subsequent amendments (effective for annual periods beginning on or after 1 January 2018). • IFRS 16 “Leases” (effective for annual periods beginning on or after 1 January 2019). • Amendments to IFRS 10 “Consolidated financial statements”, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 “Investments in Associates and Joint Ventures” - Investment Entities: exemption from consolidation (effective for annual periods beginning on or after 1 January 2016). • Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures - Sale or Contribution of Assets between and Investor and its Associate or Joint Venture, including subsequent amendments (the date of entry into effect has been deferred until the completion of the research project into the equity method). • Amendments to IAS 12 "Income Taxes" - Recognition of deferred tax assets arising from unrealised losses (effective for annual periods beginning on or after 1 January 2017). 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 associated with the portfolio of financial assets and liabilities, the principles of which the EU has not yet adopted, still remains unregulated. The Company has assessed that the accounting of risk hedging in connection with the portfolio of financial assets and liabilities in accordance with the requirements of IAS 39: "Financial Instruments: Recognition and Measurement” would not have a significant impact on the consolidated financial statements of the Company, if applied as at the reporting date. 2.2 Functional and reporting currency The financial statements are presented in euro, which is the Company's functional currency. All financial information presented in euro has been rounded to the nearest thousand, which may have resulted in minor discrepancies. 2.3 Conversion of foreign currencies Transactions and balances in foreign currencies are translated to the respective functional currencies at the bank's reference exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the prevailing exchange rate of the European Central Bank (ECB) at that date. Foreign exchange rate gains and losses are differences between the asset's amortised cost denominated in the functional currency at the beginning of the period, adjusted by the effective interest and payments made during the period, and amortised cost in foreign currency translated at the reference exchange rate of ECB prevailing at the period-end. Non-monetary assets and liabilities denominated in foreign currencies measured at fair value are translated into the functional currency at the reference exchange rate of ECB at the date when the fair value was determined. 2.4 Property, plant and equipment The items of property, plant and equipment are tangible assets used in the performance of activities to generate revenue from the sale of goods and services and for their use for administrative purposes. The items of plant and equipment are valued at cost less any potential impairment losses, while property is measured under the revaluation model. 41 42 Annual Report of Merkur trgovina, d.d. 2015 Recognition and measurement An item of property, plant and equipment is initially measured at cost, which comprises its purchase price, import duties and non-refundable purchase taxes, as well as directly attributable costs to bringing the asset to the condition necessary for its intended use. The cost of an asset which requires a prolonged period before it is made available for its intended use, includes also borrowing costs (interest) accrued until the asset is made ready for its use. Additional or agreed investments in the assets and in the improvement of assets obtained under financial or operating lease, are recognised within the items of property plant and equipment or their relevant parts. Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. Expenditure on repairs and maintenance of property, plant and equipment to restore or maintain the asset's value on the basis of originally assessed standard of performance of the assets are reported as maintenance costs in the profit or loss in the period when they are incurred. Subsequent measurement of property, plant and equipment After initial recognition, the items of plant and equipment are recognised under the cost model reduced by any potential impairment losses (more information is presented in Note "Impairment"), whereas property is recognised under the revaluation model based on fair values reduced by subsequent accumulated depreciation and accumulated impairment losses. An increase in the carrying amount of an asset due to its revaluation is recognised in other comprehensive income as a revaluation reserve in equity unless it reverses a revaluation increase of the same property recognised in profit or loss, in which case the increase is recognised in profit or loss. if an asset's carrying amount is decreased as a result of revaluation, the decrease is recognised as a reduction in revaluation reserve in the other comprehensive income if the revaluation amount of a certain property was previously recognised in equity, and the remaining amount of decrease is recognised directly in profit or loss. Fair value of property measured under the revaluation model Fair value of property is based on the assessed market value. Market value is the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and independently. Depreciation, depreciation method and assets' useful lives Depreciation of the items of property plant and equipment begins on the first day of the month following the month when the assets are made available for their use. The items of PPE are depreciated according to the straight-line method in the period of their estimated expected functional life periods of individual assets. Depreciation expense is recognised in the profit or loss. The assets' useful lives, which are checked at the end of each financial year, are as follows: Property, plant and equipment Useful life Office buildings, stores and warehouses 40 years Intermediate depots and other facilities 30 years Landscaping and rail tracks 25 years Warehouses, containers, greenhouses 10 years Warehousing equipment Between 5 and 20 years Technical equipment, devices used during the working process and machinery Between 6 and 16 years Store, office and other equipment Between 4 and 10 years Low value assets in excess of EUR 500 Computer and telecommunications equipment 5 years Between 5 and 10 years Land, advances and assets under construction or those being acquired are not depreciated. Assets obtained under financial lease are depreciated over their estimated useful lives using the annual depreciation rates applied to the assets owned by the Company. When there is an uncertainty concerning transfer of title after the expiry of lease period, the assets are depreciated over the shorter of their useful life or the lease period. FINANCIAL REPORT Impairment An asset is impaired when its carrying amount exceeds its recoverable amount. The Company assesses at each reporting date whether there are any indications of the assets' impairment. If any such indication exists, then the asset’s recoverable amount is estimated. When the amount of impairment cannot be assessed for each individual asset, the assessment is made based on the cash-generating unit to which the asset belongs. The recoverable amount of an item of property, plant and equipment is considered the higher of the fair value reduced by the costs of sale or the value in use. The value in use is determined by discounting the expected future cash flows to the net present value by applying a discount rate (before tax) that reflects the current market estimate of the time value of money and any risk related to an individual asset. When the recoverable amount of an asset or cash-generating unit is lower than its carrying amount, the latter is reduced to the asset's recoverable amount. Impairment losses are recognised in the profit or loss unless the asset is measured under the revaluation model in which case the impairment loss is recognised as a reduction in the revaluation reserve. When an asset's recoverable amount increases, its carrying amount or that of the cash-generating unit is increased up to the recoverable amount that may not exceed the asset's original carrying amount prior to the asset's impairment. Impairment reversal is recognised in the profit or loss unless the asset is measured under the revaluation model in which case reversal impairment is recognised as an increase in the revaluation reserve in equity. Derecognition of property, plant and equipment When an asset measured under the revaluation model is derecognised due to its disposal or discontinued use, the revaluation reserve as an equity component is decreased and transferred directly to retained net profit, with the remaining difference between the asset's sales value and the carrying amount recognised in the profit or loss. The total amount of the difference between the sales and the carrying amount of the assets measured at cost is recognised in the profit or loss upon their derecognition. 2.5 Intangible assets An intangible asset is an identifiable non-monetary asset usually without physical substance such as acquisitions of software applications, and long-term patents and licences. The costs of research and development, trademarks and similar items are not recognised as an item of intangible assets but rather as costs or operating expenses of the period in which they were incurred. Intangible assets are disclosed at cost less any accumulated amortisation and accumulated impairment losses (see accounting policy "Impairment"). Amortisation and depreciation expense All intangible assets of the Company have finite useful lives. The items of intangible assets are amortised according to the straight-line method in the period of their estimated expected functional life periods of individual assets. When useful lives of intangible assets are not specified, the amortisation expense is recognised in the profit or loss. Amortisation of an intangible asset begins on the first day of the following month after the assets has been made available for its use. The estimated useful lives are as follows: Intangible assets Software applications Long-term licences Useful life 5 years acquired under the contractors Derecognition of intangible assets The items of intangible assets are derecognised upon disposal or when no economic benefits are expected to flow to the entity from their use or subsequent disposal. Gains and losses resulting from the asset's derecognition present the difference between the potential selling and carrying amount of the asset. They are recognised in the profit or loss upon the asset's derecognition. 2.6 Financial assets In the statement of financial position, the Company reports financial assets, loans and receivables. Classification depends on the nature of the financial asset and its purpose and is made on initial recognition of financial assets. Financial assets are recognised on the trading date. On initial recognition, financial assets are measured at fair value. Transaction costs directly attributable to the acquisition or issue of a financial instrument increase the asset's fair value. 43 44 Annual Report of Merkur trgovina, d.d. 2015 Effective interest rate The effective interest rate means reporting of a debt financial instrument at amortised costs and the systematic allocation of interest income or expense over the entire duration of the instrument. The effective interest rate is the rate that exactly discounts the estimated future flow of cash receipts or disbursements (inclusive of the costs of credit approval, premiums and discounts and similar) through the expected life of the debt financial instrument to the net carrying amount of the financial instrument upon its initial recognition The Company does not apply the effective interest rate; instead, the costs of credit approval are allocated on a straight-line basis to the costs over the expected repayment period of borrowings. The Management has assessed that the abovedescribed method provides a sufficient approximation of the effective interest rate and for this reason in continuation, the expression effective interest rate is used. Loans and receivables Loans and receivables are non-derivative financial assets with fixed and determinable payments that are not quoted or traded on an active market. They are initially recognised at amounts recorded in the relevant documents under the assumption that they will be collected. After initial measurement they are disclosed at amortised cost using the effective interest method less any impairment losses. Interest income is recognised under the effective interest rate method with exception of short-term assets were the effect would be insignificant. Impairment of financial assets A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset and the effect can be measured reliably. The following are considered objective evidence of financial assets' impairment: • debtor's financial difficulties • default on contractual provisions or failure to settle debtor's debts (delays) • restructuring • indications that a debtor will become bankrupt and • loss of an active market for securities as a result of the debtor's financial difficulties. With respect to certain groups of financial assets such as trade receivables, impairment of a financial asset is assessed separately for individual assets and group of assets. Individual assessment is made for each significant receivable of whether there are any indications of its impairment. When there are no indications of impairment of individual receivables, the receivable is classified into a group of receivables and impaired at the rate that reflects historical losses of the group with similar credit risks. percentage of group impairments reflects in addition to historical losses, also changes in macroeconomic conditions and other active factors. Receivables of smaller values are assessed as a group of receivables with similar credit risk characteristics. These groups are created based on similar credit risks and receivables' maturity structure. When making group impairment assessment, the Company considers past experience regarding likely default (non-settlement), period of recovery, and the amount of losses incurred adjusted by the management's assessment of whether due to current economic and credit conditions the actual losses may in fact be higher or lower than those assumed based on the past experience. Impairment losses on all financial assets other that available-for-sale financial assets, are recognised in the revaluation surplus. When it is assessed that recovery or repayment of a receivable or a loan is no longer likely (usually after the bankruptcy/liquidation proceedings have been completed or when statute barred), the receivables and loans are derecognised from accounting records. Subsequent recovery of receivables and loans in respect of which an impairment was recognised previously is recognised in the profit or loss as other operating revenue. When there are indications that impairment is no longer needed on financial assets at amortised cost which were impaired in the past and these factors can be linked directly to an event occurring after the impairment was recognised, the previously recognised impairment loss is derecognised through profit or loss up to the amortised amount of the financial assets if the impairment was not recognised. Derecognition of financial assets Financial assets are derecognised if and only if the Company has no contractual obligations relating to cash flows or when all risks and benefits of ownership of the financial assets are transferred to a third party. Upon derecognition, total amount of the difference between the carrying amount and the sales value of the asset are reported in the profit or loss. FINANCIAL REPORT 2.7Inventories Inventory measurements Inventories are measured at the lower of initial cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Consumption of inventories during the accounting period is accounted for using the weighted average cost method. The cost of inventories comprises the purchase price, customs duty and other levies (other than those that the Company will be refunded in future from tax authorities), cost of transportation, loading and reloading and other costs directly attributable to the acquisition of merchandise or materials. The purchase price is reduced by trade discounts, rebates received and similar items. The carrying amount of inventories sold is recognised as an expense of the period in which the relevant revenue was accounted for. Net realisable value of inventories Write-off and partial write-off of damaged, expired or unusable inventories is made regularly during the financial year or at the physical stock count when these write-offs are recognised for individual inventory items. Inventory impairment is recognised at least annually or more often if necessary, in terms of inventory groups of goods taking into account the inventory turnover ratio. At the end of each financial year the group impairment rates are checked and if necessary adjusted in view of changed market conditions. 2.8 Cash and cash equivalents Cash and cash equivalents comprise cash in hand, cash in transit, and bank deposits repayable on demand. The overdraft facility on its transaction account is not considered cash or cash equivalents but rather a financial liability. 2.9Capital Total equity of the Company is its liability to owners which falls due if the Company ceases to operate. It is determined by the amounts invested by owners and the amounts generated in the course of operation that belong to the owners. Equity is decreased by operating losses and payments made to the owners, and by the purchase of treasury shares. Total equity consists of share capital, capital surplus, profit reserves, retained earnings, fair value reserve and treasury shares as a deductible item. 2.10Liabilities Financial liabilities Financial liabilities are measured at amortised cost using the effective interest rate. Operating liabilities Liabilities are disclosed at amortised cost using the effective interest method. Short-term operating liabilities are not discounted at the reporting date. On initial recognition, operating liabilities are measured at amounts arising from the relevant documents which evidence the receipt of a product or service, the work performed or costs accrued, expenses or a share in profit or loss. Effective interest rate The effective interest rate means reporting of a debt financial instrument at amortised costs and the systematic allocation of interest income or expense over the entire duration of the instrument. The effective interest rate is the rate that exactly discounts the estimated future flow of cash receipts or disbursements (inclusive of the costs of credit approval, premiums and discounts and similar) through the expected life of the debt financial instrument to the net carrying amount of the financial instrument upon its initial recognition The Company does not apply the effective interest rate; instead, the costs of credit approval are allocated on a straight-line basis to the costs over the expected repayment period of borrowings. The Management has assessed that the abovedescribed method provides a sufficient approximation of the effective interest rate and for this reason in continuation, the expression effective interest rate is used. Derecognition A liability is derecognised when and only when the liability is settled, cancelled or statute barred. The difference between the carrying amount of a financial liability and the amount of settlement received is derecognised through profit or loss. 45 46 Annual Report of Merkur trgovina, d.d. 2015 2.11Provisions A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Since the time value of money is significant, the amount of provisions equals the present value of expenditure which is expected to be required for the settlement of the obligation. The amounts recognised as provisions are the best estimate of the expenditure required to settle obligations at the balance sheet date, while taking into account all of the risks and uncertainties relating to an individual obligation. When provisions are measured as an assessed cash flows required for the settlement of a present obligation, the carrying amount is recognised as the present value of cash flows if the time value of money is significant. When the Company expects that a part of entire obligation for which provisions were set aside will be settled by a third party, it recognises a receivable but only when the settlement is certain and the amount of settlement can be measured reliably. Provisions for retirement grants and jubilee awards Pursuant to the legislation, collective agreement and internal rules, the Company is liable to pay to its employees anniversary bonuses and termination benefits upon retirement. For these purposes the Company sets aside relevant amount of provisions. The Company has no other pension obligations. Due to the amendment of IAS 19 and subsequent changes in the measurement and recognition of provisions for termination benefits and jubilee awards, actuarial gains and losses are recognised in the other comprehensive income. Provisions for government subsidies The Company reports provisions for exempt contributions for employment of excess quota of disabled employees. Provisions are used to partially cover the costs of the salaries of these disabled employees. Current employee benefits Current employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. The obligations are reported at the amount expected to be payable within 12 months of the period-end id the Company has present legal or constructive obligation for employee benefits based on past work performed by an employee and the obligation can be measured reliably (e.g. obligation for unutilised annual leave). 2.12Leases Lease classification Financial lease is a lease were the lessor bears majority of the risks and awards relating to the ownership of the asset. All other leases are operating leases. Assets obtained under operating lease agreements are not recognised in the statement of financial position. FINANCE LEASE On inception of lease, a finance lease is recognised in the statement of financial position as an asset and liability in the amount equal to the lower of the fair value of leased assets or the present value of the minimum lease payments. Both values are determined at the inception of the lease. Subsequent to initial recognition, the asset is recognised in accordance with the accounting policies applicable to leased assets. OPERATING LEASE Payments made under operating leases are recognised in the profit or loss on a straight-line basis over the entire period of the lease. 2.13 Income tax Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous financial years. Deferred tax is recognised using the financial position liability method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax bases on the expected way of settling the carrying amount of assets and liabilities, using tax rates enacted at the reporting date or tax rates applicable in the period during which the tax asset or liability is expected to be derecognised. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. FINANCIAL REPORT 2.14Revenue Revenue from the sale of goods Sales revenue from the sale of goods and products is recognised at fair value of consideration received or the relevant amount of a receivable, less refunds, discounts, rebates for future sales and quantity discounts. Revenues are recognised when the buyer assumes all significant risks and benefits connected to the asset’s ownership, and it is certain that compensation and related costs will be repaid or there is a possibility of returning products, and when the group ceases to make decisions about sold products. Customer loyalty programme The Company issues loyalty cards to its customers - Merkur's loyalty card. By using the Merkur loyalty card, purchases made in all Merkur stores and shopping centres are added up bringing additional benefits to all Merkur loyalty card holders. At the end of each accounting period, which is three months, the Merkur loyalty card holders receive a discount voucher which may be used in the next purchase. Depending on the total amount of purchases made during the individual period, Merkur loyalty card holders may collect a credit equal to between 2 and 5% of the total value of purchases made. Revenue from customer loyalty programmes are allocated at the estimated fair value considering the expected redemption and the actual redeemable date. Revenues from the sale of services Revenues from services rendered are recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed based on the review of work performed. Rental income and financial lease Rental income is recognised as revenue on a straight-line basis over the entire lease period. Other operating revenue Other operating revenue is revenue earned on disposal of property, plant and equipment and investment property, as an excess of their sales value over their carrying amount and revenue from revaluation of investment property to fair value and revenue from settlement of receivables including revenue from reversal of receivable impairment. 2.15Expenses Operating expenses According to their function, operating expenses are classified as costs of goods sold, selling expenses, general and administrative expenses and other operating expenses not categorised as costs. COSTS OF GOODS AND SERVICES SOLD The declining levels of inventories of merchandise as a result of their sale is accounted for using the weighted average cost prices. Cost of goods sold is reduced also by subsequently received rebates and quantity discounts approved by suppliers. SELLING COSTS INCLUDING DEPRECIATION AND AMORTISATION Selling costs inclusive of amortisation and depreciation comprise all costs incurred that can be contributed to the sale of products and services. As these costs are not held in inventories they are recognised as operating expenses of the period in which they were incurred. COST OF GENERAL AND ADMINISTRATIVE ACTIVITIES INCLUSIVE OF AMORTISATION AND DEPRECIATION These comprise all the costs incurred in relation to the procurement, administrative and ancillary services. They are recognised as operating expenses of the period in which they were incurred. COSTS BY NATURE Costs of materials and services is measured at selling prices, stated in invoices and other documents, decreased for discounts, granted at the time of sale or subsequently also for early payments. Depreciation and amortisation are accounted for individually using depreciation rates that reflect useful life of individual items of property, plant and equipment and intangible assets. Employee benefit costs include gross amounts of salaries of employees based on collective agreement and individual employment contracts, contributions and taxes charged against the employer, supplementary pension insurance and other costs of labour such as pay for annual leave, transport and meal allowance and similar costs). Other operating expenses are incurred as a result of impairment or write-off of assets and as losses from disposal of property, plant and equipment and investment property. 47 48 Annual Report of Merkur trgovina, d.d. 2015 2.16 Financial income and expense Financial income Financial income comprises interest income on funds invested and operating receivables, dividend income, foreign exchange gains and gains on the disposal of available-for-sale financial assets. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Company's right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Financial expenses Financial expenses comprise interest expense on borrowings, losses due to impairment and write-down of financial assets and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method, except those that are attributable to property, plant and equipment under construction. Foreign exchange rate gains and losses are recognised in the net amounts. Financial expenses are recognised upon statements of accounts, irrespective of actual payments associated with them. 2.17 The use of estimates and judgements The financial statements are prepared on the basis of estimates and judgements made by the management and which impact the application of accounting policies as well as the reported amounts of assets, liabilities, revenue and expenses. These estimates and judgements are checked regularly at least at the end of the financial year. The fundamental assumptions of future events and assessment of risks as at the reporting period-end that may have a significant impact of the carrying amounts of assets and liabilities in the next financial year are presented below. USEFUL LIFE PERIOD OF BUILDINGS AND EQUIPMENT The Company checks useful life periods of buildings and equipment at the end of each financial year and no changes in these assumptions have been made in 2015. FAIR VALUE OF PROPERTY Property is measured at fair value determined by the valuation performed by a certified appraisal of property. Methods and assumptions used in the valuation process are disclosed in relation to individual groups of property. The Management believe that the valuation methods and assumptions used are appropriate and sufficient for assessment of fair value of property. 2.18 Cash flow statement The cash flow statement is prepared using the indirect method (Format II). Cash and cash equivalents reported in the cash flow statement comprise cash in hand, cash on transaction accounts and deposits at banks with maturity of up to three months. FINANCIAL REPORT 3Notes to the balance sheet 3.1 Intangible assets Groups of intangible assets Item In EUR thousand 31 December 2015 31 December 2014 Intangible assets 8 24 Software licences 8 24 Movements in intangible assets of Merkur trgovina, d.d. in 2015 and 2014 Item In EUR thousand Intangible assetsa Cost at 1 January 2014 Additions Write-off and disposals Cost at 31 December 2014 Additions Write-off and disposals 3,970 1 -331 3,640 -447 Cost at 31 December 2015 3,192 Accumulated amortisation at 1 January 2014 3,890 Amortisation and depreciation expense Additions Write-off and disposals Accumulated amortisation at 31 December 2014 Amortisation and depreciation expense Additions Write-off and disposals Accumulated amortisation at 31 December 2015 57 -331 3,616 16 -447 3,185 Carrying amount at 1 January 2014 80 Carrying amount at 31 December 2014 24 Carrying amount at 31 December 2015 8 The intangible assets are not pledged as security for liabilities. Furthermore, the Company has no commitments for acquisition of intangible assets. 49 Annual Report of Merkur trgovina, d.d. 2015 3.2 Property, plant and equipment Nepremičnine, naprave in oprema po vrstah In EUR thousand Item 31 December 2015 31 December 2014 17,338 11,649 8,535 1,968 982 51 - Buildings 7,554 1,917 Plant, machinery and equipment 3,005 3,801 5 - 5,793 5,880 Property, plant and equipment Land and buildings - Land Property, plant and equipment being acquired Property, plant and equipment under finance lease Movements in property, plant and equipment of Merkur trgovina, d.d. in 2015 and 2014 Item Buildings Other plant and equipment FA under construction Property, plant and equipment under finance lease Property, plant and equipment In EUR thousand Land 50 Cost at 1 January 2014 51 6,612 34,955 36 7,775 49,430 Additions - - 154 - - 154 Transfer within assets - - 120 - -120 0 Write-off and disposals - - -3,131 -36 - -3,167 51 6,612 32,099 0 7,655 46,417 930 6,115 224 5 143 7,416 - -14 -3,480 - - -3,495 982 12,712 28,842 5 7,798 50,339 Accumulated amortisation at 1 January 2014 0 4,253 30,075 0 1,591 35,919 Amortisation and depreciation expense - 442 1,227 - 237 1,906 Transfer within assets - - 53 - -53 0 Write-off and disposals - - -3,058 - - -3,058 Accumulated amortisation at 31 December 2014 0 4,695 28,297 0 1,775 34,768 Amortisation and depreciation expense - 478 964 - 230 1,672 Write-off and disposals - -14 -3,425 - - -3.439 Accumulated amortisation at 31 December 2015 0 5,159 25,837 0 2,005 33.001 Carrying amount at 1 January 2014 51 2,359 4,881 36 6,184 13.511 Carrying amount at 31 December 2014 51 1,917 3,801 0 5,880 11.649 7.554 3,005 5 5,793 17,338 17.338 Cost at 31 December 2014 Additions Write-off and disposals Cost at 31 December 2015 Carrying amount at 31 December 2015 982 FINANCIAL REPORT Significant movements in property, plant and equipment of Merkur trgovina, d.d. in 2015 In 2015, the Company invested EUR 7,416 thousand in property, plant and equipment. The majority relates to the purchase of real estate in the amount of EUR 7,010 thousand, the purchase of logistical equipment in the amount of EUR 165 thousand and the purchase of cars in the amount of EUR 143 thousand. The decrease in property, plant and equipment in 2015 in the amount of EUR 55 thousand relates primarily to the sale of cars in the amount of EUR 30 thousand and the sale and write-offs of other equipment in the amount of EUR 22 thousand. The Company leases the shopping centre Bršljin Novo mesto under a finance lease; the contract was concluded in 2002. The carrying amount at 31 December 2015 amounts to EUR 5,527 thousand. In addition, a total of 16 cars are also held under finance lease; their cumulative carrying amount equals EUR 266 thousand as at 31 December 2015. Reservation of title Under financial lease, the lessor holds ownerships title to the leased item until the expiration of the lease contract. Total financial lease liabilities are reported in Note 3.11 Long-term and short-term financial lease liabilities. Fair value of property measured under the revaluation model As an item of fixed assets, property is measured under the revaluation model. The value of property was assessed by a certified appraiser as at 30 September 2013 in accordance with the International Valuation Standards. The fair value of the shopping centre was determined using the direct return capitalisation method, whereas land was assessed using the market comparison method. 3.3 Loans issued Groups of long-term loans granted Item In EUR thousand 31 December 2015 31 December 2014 Loans issued 188 271 Loans to others 188 264 - 7 Loans to related companies Loans to others mainly relate to housing loans, which were approved to employees in accordance with the internal regulations of Merkur – trgovina in storitve, d.d. before 2011 and were transferred to Merkur trgovina, d.d. in line with the Financial Restructuring Plan of Merkur – trgovina in storitve, d.d. In 2015, the average interest rate on loans to others amounted to 1.25%. Long-term loans collateralisation In EUR thousand Item 31 December 2015 31 December 2014 Total 188 271 41 53 134 209 - Insurance companie 40 66 - Guarantor 95 144 No collateral 12 9 Mortgage Other collateral Maturity of long-term loans issued Item In EUR thousand 31 December 2015 31 December 2014 188 271 Maturity from 1 to 2 years 77 96 Maturity from 2 to 5 years 81 128 Maturity more than 5 years 30 47 Loans issued 51 52 Annual Report of Merkur trgovina, d.d. 2015 3.4 Deferred tax assets Deferred tax assets of Merkur trgovina, d.d. Item In EUR thousand 31 December 2015 31 December 2014 Net receivables 312 274 Financial assets 157 158 Provisions 83 51 Other items 72 65 3.5 Inventories Groups of inventories Item In EUR thousand 31 December 2015 31 December 2014 36,942 37,772 Material 18 42 Work in progress 41 20 Products and merchandise 36,883 37,709 - goods kept in warehouses 6,622 6,164 29,783 31,022 478 524 Inventories - goods kept in stores - goods in transit Surpluses or deficits identified during the stocktaking Item In EUR thousand 31 December 2015 31 December 2014 Merchandise - net 119 81 Surplus 335 372 Deficit -216 -291 Movement of inventory allowances due to their adjustment to the recoverable amount in 2015 and 2014. In EUR thousand Item 31 December 2015 31 December 2014 1,613 780 Formation of allowance 335 1,023 Reversal of inventory impairment -34 -168 Inventory write-off -317 -23 1,597 1,613 Balance at 1 January Balance at 31 December FINANCIAL REPORT 3.6 Short-term granted loans Groups of short-term loans granted to employees Item In EUR thousand 31 December 2015 31 December 2014 Short-term granted loans 85 103 Loans to others 85 103 Loans to others represent the current portion of housing loans to employees. Short-term loans collateralisation In EUR thousand Item 31 December 2015 31 December 2014 Total 85 103 8 14 Other collateral 77 89 - Insurance companies 28 36 - Guarantor 49 53 Mortgage 3.7 Operating receivables and other assets Short-term operating receivables and other assets Item In EUR thousand 31 December 2015 31 December 2014 18,427 19,152 651 687 15,229 14,936 1,560 1,586 Operating receivables due from others 391 1,204 Deferred costs and accrued revenue 596 739 Operating receivables and other assets Inventory advances Trade receivables Operating receivables due from related parties Movements in receivable impairments and receivables maturity are presented in Note 4.6 Financial risks 3.8 Cash and cash equivalents Cash and cash equivalents Item In EUR thousand 31 December 2015 31 December 2014 9,010 10,898 Cash on hand 254 250 Cash on accounts at banks 217 360 8,539 10,289 Cash and cash equivalents Demand deposits No overdraft facilities have been agreed with the banks. 53 54 Annual Report of Merkur trgovina, d.d. 2015 3.9 Share capital and reserves Share capital of Merkur trgovina, d.d. amounting to EUR 11,368 thousand is represented by 11,368,274 ordinary de-materialised no par value shares. The share capital is fully paid. An ordinary no par value share is registered to the holder, giving the holder the right to: • one vote at General Meetings • proportionate amount of share in the profit earmarked for dividend payment • proportionate share of the remaining bankruptcy or liquidation estate in the event of the Company going bankrupt or being liquidated. Approved capital The Management Board is authorised to, with Supervisory Board's approval, up to five years from the Company's entry in the court register, increase the Company's share capital by up to 50% of the share capital at the time of the Company's registration. The unregistered reduction in capital at 31 December 2015 amounting to EUR -1,733 thousand presents an increase in the protected value of property. Upon the spin-off, the unregistered decrease in capital amounted EUR -3,623 thousand and presented an increase in the protected value of property. Pursuant to final Decision of the District Court in Kranj Ref. No. 2797/2013 of 3 November 2014, on confirmation of repeated compulsory settlement and its attachments (hereinafter the Decision), Merkur trgovina, d.d. is required to assume new borrowings as a consequence of the transfer of liabilities up to the amount of the protected value of collateral in accordance with Article 221.t.2 of the ZFPPIPP. Pursuant to the aforementioned Article, the protected value of collateral is deemed the collateral value determined in a final decision on receivable testing, increased by 20 percent. Pursuant to Article 221.o of the ZFPPIPP, newly collateralised receivables must be completely transferred to a new spin-off company since the assets that are subject to the collateral will also be transferred to the spin-off company. Regarding certain assets and liabilities, the Financial Restructuring Plan of Merkur, d. d. (in its role as the transferring company) considers the transfer of liabilities to the spin-off company Merkur trgovina, d.d. in the amount that is equal to the value of collateral (assessed value of property pledged as collateral), rather than the equal amount increased by 20 percent since collateral relates to inventories of merchandise. The basis for the described method is the legal opinion obtained prior to drafting the financial restructuring plan. In accordance with the financial restructuring plan, the share capital of the spin-off company Merkur trgovina, d.d. is the difference between assets and liabilities of the spin-off company, recognised at the assumed amount in the financial statements, which were audited by the relevant auditor as an Appendix to the Financial restructuring plan. The Memorandum of Association of Merkur trgovina, d.d. was also an attachment to the latter since the value of share capital was pre-determined. Pursuant to the final decision, the aforementioned documents were approved and in addition, Merkur trgovina, d.d was ordered to assume liabilities equal to 20 percent of the margin on the collateral which were not taken into account in the financial statement preparation as at the spin-off date. In accordance with the Financial restructuring plan, the amount of liabilities transferred to the new spin-off company Merkur trgovina, d.d. is understated by 20% of the value of certain assessed assets or EUR 3,623 thousand. As a result of this transfer, the Company reports EUR 36 thousand of additional interest per annum, while the principal is repayable under the same terms and conditions as those applied to the initial borrowings of the spin-off company. There are no additional risks associated with these borrowings. Due to the sequence of documents and Decision on the one hand and the fact that from the accounting point of view the spin-off company operated retroactively from 1 October 2013 on the other, it was impossible to change the share capital amount. Neither the Companies Act nor International Financial Reporting Standards or Interpretations address the described event and consequently the difference was recognised as an unregistered reduction in capital to maintain the link with the actual substance of the event. The General Meeting of shareholders on 15 May 2015 decided that the entire distributable profit for 2014, which amounted to EUR 1,890 thousand, would be allocated to cover the unregistered reduction in capital. Thus the unregistered decrease in capital, which amounted EUR -3,623 thousand upon the spin-off, fell to EUR -1,733 thousand. FINANCIAL REPORT Profit reserves amount to EUR 487 thousand and are comprised of EUR 250 thousand of legal reserves and EUR 237 thousand of statutory reserves. Statutory reserves are created from 5% of the net profit remaining after the settlement of potential losses, formation of legal reserves and formation of treasury shares reserves, until the amount of statutory reserves equals maximum 20% of the share capital. Revaluation surplus amounting to EUR 498 thousand resulted from the revaluation surplus due to the actuarial adjustment in provisions for termination benefits on retirement, determined on the basis of re-measurement of net liabilities as at 31 December 2015. The figure was up to EUR 385 thousand in 2015. Retained net profit At 31 December 2015, the Company records retained net earnings of EUR 2,626 thousand as the current profit for the year. Appropriation of the net profit generated in 2015 Pursuant to the Companies Act (ZGD-1) and the Memorandum of Association of Merkur trgovina, d.d., the net profit of 2015 amounting to EUR 2,909 thousand is appropriated for formation of legal and statutory reserves amounting to total EUR 283 thousand. Appropriation of the remaining amount of total distributable profit of EUR 2,626 thousand will be decided by the General Meeting of shareholders. Identification of distributable profit Item In EUR thousand 2015 2014 2,909 592 2. RETAINED EARNINGS 0 1,356 a) Transfer of unappropriated retained earnings 0 1,356 3. INCREASE IN PROFIT RESERVES 283 58 a) Formation of legal reserves 145 30 b) Formation of statutory reserves 138 28 4. DISTRIBUTABLE PROFIT at 31 December 2,626 1,890 The remaining amount of unappropriated profit of 2015 2,626 1,890 1. NET PROFIT FOR THE YEAR Proposal for appropriation of distributable profit for 2015 The General Meeting of shareholders will decide on the appropriation of the distributable profit for 2015 amounting to EUR 2,626 thousand as proposed by the Management and the Supervisory Boards. The Management and the Supervisory Boards of Merkur trgovina, d.d. will propose the General Meeting of shareholders to appropriate EUR 1,733 thousand of the distributable profit for 2015 to cover the unregistered reduction in capital and to leave EUR 893 thousand unappropriated. 3.10 Non-current borrowings Groups of non-current borrowings Item Non-current borrowings Bank borrowings Borrowings from others In EUR thousand 31 December 2015 31 December 2014 25,167 22,781 4,944 2,557 20,224 20,224 At 31 December 2015, the Company recorded EUR 2,386 thousand of long-term loans collateralised by real estate collateral and EUR 22,781 thousand of long-term loans secured with pledges of movable property. 55 56 Annual Report of Merkur trgovina, d.d. 2015 Movements in non-current borrowings of Merkur trgovina, d.d. in 2015 and 2014 Item In EUR thousand Bank borrowings Borrowings from others Balance at 31 December 2014 2,557 20,224 New loans 2,500 - -114 - 4,944 20,224 Short-term part of long-term borrowings Balance at 31 December 2015 Maturity of non-current borrowings Item In EUR thousand 31 December 2015 31 December 2014 25,167 22,781 Maturity from 1 to 2 years 2,619 - Maturity from 2 to 5 years 7,857 6,834 Maturity more than 5 years 14,691 15,947 Borrowings 3.11 Long-term and short-term financial lease liabilities The Company has obtained sixteen cars and one item of property (shopping centre), which is used for the performance of its activity, under financial lease arrangements. With payment of the last financial lease instalment, which is due at the end of 2017, the property tile will be transferred to the Company. Finance lease liabilities are collateralised with legal title to the leased asset. Long-term and short-term financial lease liabilities Item In EUR thousand 31 December 2015 31 December 2014 Long-term financial lease liabilities 427 742 Short-term financial lease liabilities 418 391 Total 845 1,133 Maturity of financial lease liabilities Maturity of financial lease liabilities In EUR thousand 31 December 2015 31 December 2014 Up to one year 418 391 From one to five years 427 742 Total 845 1,133 All financial lease liabilities of Merkur trgovina, d.d. are denominated in the euro and agreed at a variable interest rate comprised of the EURIBOR and a margin of between 1.50% and 6.39%. FINANCIAL REPORT 3.12 Long-term and short-term provisions Groups of long-term provisions Item: In EUR thousand 31 December 2015 31 December 2014 Long-term provisions 1,680 1,888 Provisions for retirement grants and jubilee awards 1,680 1,888 Movements in long-term provisions of Merkur trgovina, d.d. in 2015 and 2014 In EUR thousand Provisions for retirement grants and jubilee awards Other provisions Long-term provisions 1,607 0 1,607 Additional formation during the year 466 68 534 Utilised during the year -185 - -185 - -68 -68 1,888 0 1,888 Additional formation during the year 308 - 308 Utilised during the year -516 - -516 1,680 - 1,680 Item Balance at 31 December 2013 Reversal of provisions Balance at 31 December 2014 Balance at 31 December 2015 Provisions for retirement grants and jubilee awards Provisions for termination benefits and jubilee awards are set aside using the following assumptions: • Growth of average wages in the Republic of Slovenia is assumed to be 0.5% annually, and growth of wages in the Company is assumed at 0.01% annually, which represents the estimated long-term growth of wages. • The calculation of liabilities from severance payments is tied to the years of pensionable service of each individual employee. • The annual discount rate applied is 4.0%. • Mortality tables for Slovenia 2005-2007. The Company set aside additional provisions for severance payments to redundant workforce primarily due to the restructuring of the sales to corporates and potential business processes rationalisation in other sectors in order to ensure improved business efficiency, optimisation of the working process and cost efficiency; this includes rationalisation of employee benefit costs. Groups of short-term provisions Item: In EUR thousand 31 December 2015 31 December 2014 Short-term provisions 448 419 Provisions for annual leave entitlement not utilised 448 419 Short-term provisions include amounts set aside for liabilities to employees for annual leave entitlement not utilised. 57 58 Annual Report of Merkur trgovina, d.d. 2015 3.13 Financial liabilities Groups of short-term financial liabilities Item: In EUR thousand 31 December 2015 31 December 2014 1,050 1,224 Short-term financial liabilities to others 937 1,224 Short-term loans from banks 113 - Financial liabilities Total amount of short-term financial liabilities to others refers to sold but so far not redeemed gift cards and vouchers which are neither interest-bearing nor collateralised. The amount of EUR 113 thousand represents the short-term portion of the loan provided by Gorenjska banka, which is collateralised by a real estate lien. 3.14 Trade and other payables Short-term trade and other liabilities Item In EUR thousand 31 December 2015 31 December 2014 39,440 42,326 459 411 28,327 31,845 Operating liabilities to group companies 4,329 3,860 Operating liabilities to others 6,325 6,211 - Liabilities for salaries 2,097 2,006 - Payables to the state institutions 1,808 2,424 - Interest payable 97 304 - Liabilities for assignment of receivables 23 1 - Accrued costs 2,237 1,090 - Other liabilities 62 386 Trade and other payables Short-term operating liabilities from advances Supplier payables FINANCIAL REPORT 4Notes to the income statement 4.1 Net sales revenues Net sales revenues Item In EUR thousand 2015 2014 Net sales revenues by categories 205,159 208,948 Revenues from the sale of goods and products 202,258 205,561 2,647 2,629 254 758 Revenues from the sale of services Rental income Of the revenue of EUR 205,159 thousand (2014: 208,948) generated by Merkur trgovina, d.d. EUR 177,560 thousand (2014: 175,543) was earned in retail, of that EUR 117,726 thousand (2014: 117,879) was earned on sales to final consumers, and EUR 59,834 thousand (2014: 57,663) was earned on sales to wholesale customers in retail. The remaining revenue from wholesale and exports amounts to EUR 27,599 thousand (2014: 33,405). Of the total of EUR 87,433 thousand (2014: 91,068) of revenue generated on wholesale sales, EUR 12,956 thousand (2014: 14,531) of revenue was generated with the 20 largest customers. Revenue from the sale of goods has been reduced by discounts granted to customers, holders of Merkur loyalty cards. In total, EUR 864 thousand was granted to customers as discounts on account of purchases made by Merkur loyalty card holders (2014: EUR 942 thousand), accounting for 0.7% of total retail sales to natural entities in the year under review. On account of credits to holders of Merkur loyalty cards relating to purchases made in the last quarter of 2015 and who will be able to claim these discounts until the end of April 2016, the Company deferred revenue in the estimated amount of redeemable credits amounting to EUR 248 thousand (2014: EUR 255 thousand). Rental income is earned from lease of parts of property which are leased as the entire location such as shopping centres and the shops within the centres. 4.2 Other operating revenue Other operating revenue In EUR thousand Item 2015 2014 Other operating revenue 994 681 Financial revenue from receivables 295 181 88 58 Other operating revenue 161 109 Revenue from utilisation and reversal of long-term provisions 350 68 Reversal of inventory impairments 34 168 Revenue from disputed receivables - recovered 25 25 Revenue from government grants 42 72 Gains on disposal of property, plant and equipment 59 60 Annual Report of Merkur trgovina, d.d. 2015 4.3 Costs by nature Costs by nature Item In EUR thousand 2015 2014 55,096 54,108 3,009 3,106 1,673 1,747 - Costs of fuel 812 841 - Other costs of materials 524 518 20,675 20,055 - Costs of deliveries to customers and other transportation costs 3,558 3,723 - Costs of rent 7,412 5,978 - Costs of investment and regular maintenance 2,070 2,838 - Costs of advertising, promotion and trade fairs 2,155 2,111 - Costs of banking and insurance services 1,745 1,605 - Costs of utility services and water charges 794 817 2,941 2,983 28,242 28,214 19,949 19,969 - Pension and other insurance costs 3,229 3,370 - Costs of meal and travel allowance 3,442 3,483 - Other labour costs 1,623 1,392 Depreciation and amortisation costs 1,688 1,964 1,672 1,906 16 57 Long-term provisions 592 510 Other operating costs 889 259 Costs by nature Costs of materials consumed - Electricity used Costs of services - Cost of other services Employee benefits - Payroll costs - Depreciation of property, plant and equipment - Amortisation of intangible assets 4.4 Other operating expenses Other operating expenses In EUR thousand Item 2015 2014 Other operating expenses 993 1,469 Trade receivables impairment and write-off 627 424 Inventory write-off to their net realisable value 335 1,023 Write-off and loss from disposal of property, plant and equipment 17 2 Other operating expenses 14 20 FINANCIAL REPORT 4.5 Financial income and expense Financial income Item In EUR thousand 2015 2014 Financial income 690 534 Interest income 234 425 Exchange rate gains 199 88 13 7 244 15 - Financial revenue from recovery of interest receivable - - - Reversal of debt impairments 3 1 241 14 Reversal of interest receivable impairment Other financial income, of which: - Other financial income Financial expenses Item In EUR thousand 2015 2014 Financial expenses 523 738 Interest expense 331 432 Interest receivable impairment and write-off 28 201 Exchange rate losses 81 34 Impairment of loans 1 - 81 71 Other financial expenses 4.6 Financial risks Due to uncertainties and constant changes in the financial environment, active financial risk management is an integral part of the overall strategy of Merkur trgovina as it impacts the Company's competitive position, cost control, anticipated cash flows, supplier confidence, the profit and thus also the Company's market value. The Company mostly focusses on credit and liquidity risk management and, to a lesser extent, also on interest rate and currency risks. Credit risk Credit risk is the risk that trade receivables and those due from other business partners resulting from deferred payments will either be paid with delay, will only be paid partly or will not be paid at all. The Company follows its established policy of active credit risk management which involves receivable collateralisation, balance sheet analysis of business partners, regular monitoring of open receivable positions, limiting exposure to individual customers through introduction of a system of limits, granting benefits on advance payments, charging default interest on delayed payments and active policy of receivables recovery. The Company's credit risk exposure arises on the sale of goods and services based on agreed deferred payment with entities in the wholesale or in shopping centres. In accordance with the adopted accounting policy, the Company recognises bad debt allowance if risk of non-payment is identified. The primary credit rating risk classification in the Company is static and is revised at least annually on compilation of financial statements while depending on the customer's size and current events and circumstances, the revision may be carried our more often. In addition, and depending on the importance of individual business partners, an additional risk assessment may be obtained, including recommendation regarding the set limit, from an independent, external provider. Secondary credit risk classification of customers is based on current liquidity position, which is updated daily through monitoring of transaction account blockades and current outstanding amount of receivables compared to the approved limit. 61 62 Annual Report of Merkur trgovina, d.d. 2015 Credit risk arises above all in relation to sale and is partly transferred to an insurance company were trade receivables are insured. The insurance cover limit is determined using pre-set criteria were business partners are mostly insured automatically; were the criteria set is fulfilled only partly, or in cases of significant limits, insurance policy is agreed additionally in communication with the insurance company. Failure to fulfil criteria means that credit exposure is not hedged. Automatic approval of limits is checked regularly at least at the end of the financial year, whereas potential transaction account blockades and receivable maturity are monitored daily. Sales to a customer are suspended when one of the following conditions are met: the set limit is exceeded, receivables maturity in excess of 30 days, blockade of a customer's transaction account or another external information indicating that a debtor is facing significant financial difficulties. Any deviations from these conditions may only be approved by the Management Board in accordance with their financial and trade authorisations. The impact of receivable hedging is increased customer dispersion, faster and more efficient receivable recovery and thus lower share of due and outstanding receivables as well as reduced bad debt allowances. As at 31 December 2015, 84% of short-term trade receivables are insured with the insurance company, collateralised with mortgages or the option of immediate offsetting of receivables and liabilities exists. Liquidity risk Liquidity risk is the risk of the Company not having sufficient liquid assets at any given moment to settle its current liabilities or to maintain normal business operations. The Company successfully manages liquidity risk. More than half of the total revenue is generated on sales to individuals were payment is made in cash or with payment cards, which ensures regular daily inflows and mitigates liquidity. The Company manages its liquidity risk by following its adopted active liquidity risk management policy through efficient balancing of cash inflows and outflows. The liquidity risk management policy comprises: • precisely defined cash flow management process; identification of known, expected and potential cash outflows on the one hand and ensuring the Company has sufficient cash flows on the other (trade receivable recovery, creating good quality receivables with fast turnover and similar), by closely monitoring any major fluctuations to speed-up the response time, • monitoring changes in the environment that may impact the Company's liquidity needs, • high dispersal of external sources of funds, • high dispersal of liabilities maturity, • credit risk management policy that ensures highly reliable forecast of cash flows, • sales to final customers as this facilitates current liquidity management and balancing, • efficient cost control at all levels. Interest rate risk The Company's exposure to changes in interest rates mainly derives from adverse fluctuation of the EURIBOR variable interest rate. The Company is not significantly exposed to the currency risk mainly due to the fact that only a small part of its liabilities are linked to a variable interest rate (the EURIBOR). Pursuant to the Financial restructuring plan of repeated compulsory settlement of Merkur - trgovina in storitve, d.d. instigated in early 2014, the Company signed a long-term debt restructuring programme for all financial liabilities due to debtors, which were transferred to Merkur trgovina. These borrowings are all agreed at a fixed rate of interest of 1%. Thus only 12% of the Company's liabilities are linked to a variable interest rate and therefore the Company is not significantly exposed to the interest rate risk. Currency risk Currency risk is the risk of changes in the value of assets due to foreign exchange rate fluctuations. Currency exposure of Merkur trgovina arises exclusively from import transactions which are denominated in US$. Currency risk arises as the risk of appreciation in foreign currency over the time from the transaction being agreed to the actual payment, as this would result in a significant increase in the price of imported goods or, in the event of a major change in the exchange rate, result in the agreed transaction becoming uneconomic. Since the Company is restricted in the use of internal methods of hedging currency risk, in the event of major purchases in foreign currency, the Company opts for one of the external currency risk hedging methods available. Merkur trgovina mostly deals in the euro and therefore its exposure to currency risk has been assessed as low. FINANCIAL REPORT Credit risk The following table shows the Company's maximum exposure to credit risk in 2015 and 2014, were the concentration is expressed in percentage of exposure to 10 largest business partners. The Company's maximum exposure to credit risk in 2015 and 2014 Net 31 December 2015 Gross 31 December 2015 Adjustments 31 December 2015 Concentration* 31 December 2015 Net 31 December 2014 Gross 31 December 2014 Adjustments 31 December 2014 Concentration* 31 December 2014 In EUR thousand 272 319 47 48% 375 439 65 48% 17,440 39,816 22,376 19% 17,210 39,943 22,733 21% - of which due from related parties 1,560 22,523 20,962 100% 1,586 22,615 21,028 100% Receivables due from others 987 1,049 62 73% 2,107 2,613 506 46% Cash equivalents redeemable on demand 8,539 8,539 0 100% 10,289 10,289 0 100% 27,239 49,724 22,485 29,980 53,284 23,304 Item Loans issued Trade receivables Total *concentration relates to the Company's exposure to the 10 largest customers/borrowers Hedged credit risk At 31 December 2015, EUR 13,428 thousand of trade receivables are insured with the insurance company, collateralised with mortgages or the option of immediate offsetting of receivables and liabilities exists. Trade receivables Receivable allowances are recognised based on historical data of due and outstanding receivables and disputed receivables as follows: • individually in respect of 25 largest customers, • bad debt allowance of total amount of receivables is recognised for receivables due and outstanding in excess of 180 days and • bad debt allowance of total amount is also recognised for disputed receivables; however, if there is objective evidence of repayment or if the receivable is hedged, the allowance may be reduced accordingly. Maturity of trade receivables of Merkur trgovina, d.d. in 2015 and 2014 In EUR thousand Gross value 31 December 2015 Impairment 31 December 2015 Gross value 31 December 2014 Impairment 31 December 2014 11,966 - 11,565 58 3,021 1 3,184 36 Due and outstanding 31 - 180 days 896 109 2,522 313 Due and outstanding 181 - 365 days 194 145 2,294 2,132 More than 12 months 23,739 22,121 20,378 20,194 Total 39,816 22,376 39,943 22,733 Item Not matured Due and outstanding 0 - 30 days 63 64 Annual Report of Merkur trgovina, d.d. 2015 Maturity of receivables due from others of Merkur trgovina, d.d. in 2015 and 2014 In EUR thousand Gross value 31 December 2015 Impairment 31 December 2015 Gross value 31 December 2014 Impairment 31 December 2014 751 - 1,887 0 Due and outstanding 0 - 30 days 12 - 71 0 Due and outstanding 31 - 180 days 12 1 21 0 Due and outstanding 181 - 365 days 5 5 12 0 269 56 622 506 1,049 62 2,613 506 Item Not matured More than 12 months Total Customer classification by risk groups regarding potential for their insolvency Share of partners at 31 December 2015 Share of receivables at 31 December 2014 Share of partners at 31 December 2014 Share of partners at 31 December 2014 Above-average risk 24% 32% 30% 35% Average risk 41% 21% 38% 21% Below-average risk 35% 47% 32% 44% 100% 100% 100% 100% Share of receivables at 31 Dec 2015 Total Classification to individual risk groups is based on the credit rating of individual customers. Movements in bad debt allowance due to trade receivable impairment of Merkur trgovina, d.d. in 2015 and 2014 Item In EUR thousand 2015 2014 23,239 22,881 -1,162 -75 Impairments 655 625 - impairment of operating receivables 627 424 28 201 Impairment reversal -308 -188 - Reversal of operating receivable impairment 295 -181 - Reversal of interest receivable impairment -13 -7 Allowances transfer within assets 14 - 22,438 23,239 Balance at 1 January Final write-off - impairment of interest receivable Balance at 31 December FINANCIAL REPORT Movements in bad debt allowance due to loans issued impairment of Merkur trgovina, d.d. in 2015 and 2014 In EUR thousand Item 2015 2014 65 62 Final write-off -2 - Impairments 1 - Impairment reversal -3 -1 Allowances transfer within assets -14 3 Balance at 31 December 47 65 Balance at 1 January Liquidity risk Below is an illustration of the contractually agreed maturity of financial assets and liabilities including assessed interest without the effect of offsetting agreements. Contractual maturity of non-derivative financial assets and liabilities of Merkur trgovina, d.d. in 2015 Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years In EUR thousand - - - - - - - 272 282 45 44 70 92 30 15,880 15,880 15,880 - - - - Receivables due from others 2,548 2,548 2,548 - - - - Cash and cash equivalents 8,539 8,539 8,539 - - - - 27,239 27,248 27,012 44 70 92 30 -26,218 -28,088 -1,096 -274 -2,923 -8,586 -15,209 -845 -866 -214 -214 -374 -64 - Supplier payables -28,327 -28,327 -28,327 - - - - Liabilities to others -11,114 -11,114 -11,114 - - - - Total non-derivative financial liabilities -66,503 67,528 -40,536 -274 -2,923 -8,586 -15,209 Net at 31 December 2015 -39,264 -40,280 -13,524 -230 -2,853 -8,494 -15,179 Item Non-derivative financial assets Long-term investments Loans issued Trade receivables Total non-derivative financial assets Non-derivative financial liabilities Borrowings Financial lease liabilities The table is based on undiscounted cash flows in accordance with contractual terms and conditions including interest rates that govern settlement of liabilities or redemption of assets. 65 Annual Report of Merkur trgovina, d.d. 2015 Contractual maturity of non-derivative financial assets and liabilities of Merkur trgovina, d.d. in 2014 Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years In EUR thousand Carrying amount 66 12 12 12 - - - - 375 404 64 56 94 140 50 15,623 15,623 15,623 - - - - 3,693 3,693 3,693 - - - - Cash and cash equivalents 10,289 - - - - - - Total non-derivative financial assets 29,992 19,732 19,392 56 94 140 50 -24,005 -25,628 -1,338 -114 -228 -4,972 -18,976 -1,133 -1,153 -201 -201 -403 -348 - Supplier payables -31,845 -31,845 -31,845 - - - - Liabilities to others -10,482 -10,482 -10,482 - - - - Total non-derivative financial liabilities -67,464 -69,108 -43,866 -315 -631 -5,320 -18,976 Net at 31 December 2014 -37,472 -49,376 -24,474 -259 -537 -5,180 -18,926 Neto na dan 31. 12. 2014 -37.472 -49.376 -24.474 -259 -537 -5.180 -18.926 Item Non-derivative financial assets Long-term investments Loans issued Trade receivables Receivables due from others Non-derivative financial liabilities Borrowings Financial lease liabilities The table is based on undiscounted cash flows in accordance with contractual terms and conditions including interest rates that govern settlement of liabilities or redemption of assets. Currency risk The Company's exposure to currency risk in 2015 (nominal amounts) Thousand units Item EUR USD Trade receivables 16,834 619 Borrowings -26,218 - -845 - -32,812 152 -43,040 771 Assets and liabilities at 31 December 2015 Short-term financial lease liabilities Supplier payables Currency exposure of the statement of financial position items FINANCIAL REPORT The Company's exposure to currency risk in 2014 (nominal amounts) Thousand units Item EUR USD 16,745 486 -24,005 - -1,133 - -35,734 28 -44,127 514 Assets and liabilities at 31 December 2014 Trade receivables Borrowings Short-term financial lease liabilities Supplier payables Currency exposure of the statement of financial position items Sensitivity analysis Merkur trgovina mostly deals in the euro and therefore its exposure to currency risk has been assessed as insignificant. 10-percent appreciation in euro against the following currencies as at 31 December would increase (decrease) profit or loss by the amounts stated below, providing all other variables (in particular interest rates) remain constant. In EUR thousand Item 31 December 2015 31 December 2014 USD -70 -52 Total impact on profit or loss -70 -52 Interest rate risk Characteristics of interest rates on interest-bearing financial instruments of Merkur trgovina, d.d. In EUR thousand Carrying amount 2015 Carrying amount 2014 -23,718 -24,005 - - Financial liabilities -23,718 -24,005 Instruments with variable rate of interest -3,073 -758 272 375 -3,345 -1,133 Item Instruments with fixed rate of interest Financial assets Financial assets Financial liabilities Sensitivity analysis of fair value of financial instruments of Merkur trgovina, d.d. Since the Company's financial assets at fixed rate of interest are not reported at fair value through profit or loss, a change in interest rates as at the reporting date would have no impact on the profit or loss. A change in variable interest rates of financial instruments by 100 base points would either increase or decrease capital and profit or loss by the following amounts. The 2014 sensitivity analysis was made using the same assumptions, were all other variables (in particular foreign exchange rates) remain constant. 67 68 Annual Report of Merkur trgovina, d.d. 2015 In EUR thousand Impact on profit or loss +100 b.p. -100 b.p. Instruments with variable rate of interest at 31 December 2015 -33 33 Cash flow sensitivity (net) -33 33 Instruments with variable rate of interest at 31 December 2014 -11 11 Cash flow sensitivity (net) -11 11 Fair value Assessed fair value of assets and liabilities and their carrying amounts reported in the statement of financial position: In EUR thousand Item Property, plant and equipment Deposits at banks Loans issued Trade receivables Receivables due from others Cash and cash equivalents Financial liabilities Short-term financial lease liabilities Supplier payables Carrying amount value 31 December 2015 Carrying amount Fair value value 31 December 2015 31 December 2014 Fair value 31 December 2014 17,338 17,338 11,649 11,649 0 0 12 12 273 273 374 374 17,440 17,440 17,210 17,210 987 987 2,107 2,107 9,010 9,010 10,898 10,898 -26,217 -26,217 -24,005 -24,005 -845 -845 -1,133 -1,133 -32,656 -32,656 -35,705 -35,705 In terms of their fair value determination, all the assets and liabilities fall into level 3 fair value hierarchy. Level 3 category means that all values are based on valuation models were input data is not based on market prices. FINANCIAL REPORT 4.7 Income tax Income tax Item In EUR thousand 31 December 2015 31 December 2014 Income tax payable -616 -199 Deferred tax assets 38 274 -578 76 Total tax recognised in profit or loss Effective tax rate of Merkur trgovina, d.d. In EUR thousand Item 2015 2014 Profit or loss before tax 3,487 516 Expense not recognised for tax purposes 1,244 1,383 Tax-exempt revenue -269 -125 Other adjustments in the tax base -539 -185 Tax relief -300 -421 Tax base 3,623 1,169 616 199 Income tax Tax payable comprises current amounts of corporate income tax and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous financial years. Deferred tax is recognised using the financial position liability method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected way of settling the carrying amount of assets and liabilities, using tax rates enacted at the reporting date or tax rates applicable in the period during which the tax asset or liability is expected to be derecognised. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised. In 2015 deferred tax assets were recognised on account of the following: • Differences between amortisation and depreciation for business and tax purposes, • Formation of receivable allowances and • Provisions formation. 69 Annual Report of Merkur trgovina, d.d. 2015 5Other notes 5.1 Related parties The Company classifies its related parties into three separate groups: • Controlling company, • Related companies and • Members of the Management and Supervisory Boards and the employees with individual contracts of employment. The controlling company Merkur, d. d. – v stečaju; related companies are all other entities in any kind of equity relationship with the controlling company. Business transactions between the Company and its controlling entity are mostly the consequence of a recourse relating to settlement of receivables and liabilities that arose over the period from the date of the accounting spin-off effected on 1 October 2013 until the legal and formal business spin-off of the healthy business core (Merkur trgovina, d.d.) after the confirmation of the repeated compulsory settlement on 13 November 2014. Business transactions between the Company and its related companies mainly refer to purchases and sales of merchandise, products and services. As related parties, the companies transacted pursuant to the relevant sales agreements concluded. In such transactions, market prices of merchandise, products and services were consistently applied. Transactions of Merkur trgovina, d.d. with related companies Liabilities Interest charged Interest received Receivables In EUR thousand Services used Services rendered Purchases of goods Item Sales of goods 70 2015 Total due by Merkur trgovina, d.d. to its controlling entity - - 26 - - - 1,411 - Total due by Merkur trgovina, d.d. to its related parties 687 16,901 402 328 4 3 150 4,327 Total due by Merkur trgovina, d.d. to its controlling entity - - - 801 - - 1,412 - Total due by Merkur trgovina, d.d. to its related parties 1,478 20,107 782 530 186 63 175 3,860 2014 FINANCIAL REPORT Transactions of Merkur trgovina, d.d. with members of the Management and Supervisory Boards and with employees with individual contracts of employment At 31 December 2015, no members of the Management Board of Merkur trgovina, d.d., their close family members, and no members of the Supervisory Board owned shares in Merkur trgovina, d.d. Gross remuneration In EUR thousand Recipient Number of members Blaž Pesjak (12 months) 149 10 160 80 Anita Valjavec (12 months) 90 3 93 50 Marjan Smrekar (12 months) 57 4 61 35 3 296 18 314 165 Bojan Papič (12 months) - 20 20 15 Marko Ninčević (12 months) - 14 14 11 Klemen Boštjančič (12 months) - 14 14 10 Jure Fišer (12 months) - 14 14 10 Ana Hochkraut (12 months) - 13 13 10 Peter Fratnik (12 months) - 13 13 10 6 0 89 89 65 Employees on individual contracts of employment 67 2,373 298 2,672 1,666 Total 76 2,669 406 3,074 1,896 Management Board of Merkur trgovina, d.d. Supervisory Board of Merkur trgovina, d.d. Fixed remuneration Other remuneration Total gross remuneration Total net remuneration Although the members of the Supervisory Board were appointed by the creditor committees (shareholder representatives) and the workers' council (employee representatives) in 2014, they had received no remuneration as at 31 December 2014. Remuneration for the 2014 period was paid in 2015 and is also included in the table above. Merkur trgovina, d.d. has no receivables or liabilities due to related natural persons. 5.2 Transactions of Merkur trgovina, d.d. with the controlling company Merkur, d. d. – v stečaju in accordance with Article 545 of the Companies Act (ZGD-1) In 2015, at the initiative of the controlling entity Merkur, d. d. - v stečaju or at the initiative of related parties, the Company did not take or omit any action which would result in any damages arising to Merkur trgovina, d.d. 5.3 Indication of legal actions in which Merkur trgovina, d.d. is the defendant Merkur trgovina, d.d., Naklo is the defendant in two major cases (were the value at dispute exceeds EUR 100 thousand). Based on the response to the action filed, the Management Board believes the likelihood of a negative outcome for Merkur trgovina, d.d. is low, and as such the Company has not recognised any provisions in this respect. 5.4 Guarantee for Merkur nepremičnine, d.d. In the past (in 2010), Merkur, trgovina in storitve, d. d., took out a syndicated loan collateralised with mortgages, the transfer of receivables pursuant to payment card agreements and bills of exchange. The financial restructuring plan envisaged the company Merkur trgovina, d.d. continuing the company's trading activities, while the company Merkur nepremičnine, d.d. was to manage the real estate. In accordance with the spin-off, the syndicated loan was transferred to the spun-out company Merkur nepremičnine, d.d., since the real estate provided as collateral were also transferred to Merkur nepremičnine, d.d. Retail activities, and thus also payment card transactions, are carried out by Merkur trgovina, d.d. Even after the spin-off, the collateral for the loan remains unchanged. Most (two thirds) of this loan has been converted into equity of Merkur nepremičnine, d.d. by the crediting banks. 71 72 Annual Report of Merkur trgovina, d.d. 2015 5.5 Overview of the audit costs of Merkur trgovina, d.d. The Company is subject to audit according to Article 57 of the Companies Act (ZGD-1). Deloitte revizija, d.o.o. was engaged to audit the financial statements and annual report for the 2015 financial year. The contractual amount is EUR 16,800. 6Subsequent events There were no subsequent events which impacted the financial statements or would require additional disclosure in the Annual Report. FINANCIAL REPORT Management's Statement With this statement we affirm our responsibility for the preparation and fair presentation of these financial statements and the notes thereto in accordance with the applicable legislation and the International Financial Reporting Standards, as adopted by the EU Slovene accounting standards. This responsibility includes: • keeping the books of account, • designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, • selecting and applying appropriate accounting policies, and • making accounting estimates that are reasonable in the circumstances. According to all information available to it, the Management Board affirms that the relevant accounting policies were consistently applied in drafting the financial statements, that accounting estimates have been made in accordance with the principle of prudence and good management, and that the financial statements give a true and fair view in all material respects of the financial position of Merkur trgovina, d.d. and of its financial performance for 2015. The Management Board has taken all relevant measures aimed at securing the funds and other assets. The Chairman and Members of the Management Board of Merkur trgovina, d.d. are familiar with the contents of the Annual Report of Merkur trgovina, d.d. We agree with the Annual Report and confirm this with our signatures below. Naklo, 25 February 2016 Blaž Pesjak, Chairman of the Board Anita Valjavec, Member of the Board Marjan Smrekar, Member of the Board Employee Director 73 74 Annual Report of Merkur trgovina, d.d. 2015 Auditor's Report FINANCIAL REPORT 75 A lot of hard work is needed before the first drop of success appears. Company Profile MERKUR trgovina, d.d. Cesta na Okroglo 7, 4202 Naklo Entry in the companies’ register: Kranj District Court - registration no. 2014/49217 Share capital: EUR 11,368,274 Company number: 6723128000 Tax number: SI76138437 Basic activity classification: G/47.520 Tel: +386 (0)4 258 80 00 Fax: +386 (0)4 258 88 05 E-mail: info@merkur.si Website: www.merkur.si Transaction accounts: Gorenjska banka, d. d., Kranj: SI56 0700 0000 2337 596 NLB, d. d., Ljubljana: SI56 0292 8026 1147 951 Abanka Vipa, d. d., Ljubljana: SI56 0510 0801 3934 915 Management Board of Merkur trgovina, d.d.: Blaž Pesjak, Chairman of the Board Anita Valjavec, Member of the Board Marjan Smrekar, Member of the Board – employee representative Supervisory Board of Merkur trgovina, d.d.: Shareholder representatives: Bojan Papič, Chairman of the Supervisory Board Marko Ninčević, Deputy Chairman Klemen Boštjančič, Member Jure Fišer, Member Employee representatives: mag. Ana Hochkraut, Member Peter Fratnik, Member Annual Report of Merkur trgovina, d.d. for 2015 Issued by Merkur trgovina, d.d., Cesta na Okroglo 7, 4202 Naklo Concept BPCS; arnoldvuga+ Design and pre-press Merkur trgovina, d.d., Marketing Text Merkur trgovina, d.d. Photos Matevž Paternoster, Tomo Jeseničnik June 2016 www.merkur.si