ANNUAL REPORT 2004 - merkur.eu
ANNUAL REPORT 2004 - merkur.eu ANNUAL REPORT 2004 - merkur.eu
ANNUAL REPORT 2004
- Page 2 and 3: ANNUAL REPORT OF MERKUR, D. D. AND
- Page 4 and 5: Merkur’s concern is to ensure the
- Page 6 and 7: MERKUR GROUP’S SALES REVENUES IN
- Page 8 and 9: The employees believe in the compan
- Page 10 and 11: STRATEGIC OBJECTIVES AND PLANS Pres
- Page 12 and 13: ORGANISATION CHARTS OF MERKUR GROUP
- Page 14 and 15: Letter from the Chairman of the Man
- Page 16 and 17: The report focused on the following
- Page 18 and 19: PRIZES AND AWARDS On 30 January 200
- Page 20 and 21: Thoughtful sales space design lends
- Page 22 and 23: Business in 2004 In 2004, Merkur im
- Page 24 and 25: Experience and knowledge make Merku
- Page 26 and 27: PULA RIJEKA SAMOBOR KARLOVAC ZADAR
- Page 28 and 29: RISK MANAGEMENT Risk Management Ris
- Page 30 and 31: SUPPLIERS AND BUYERS Merkur serves
- Page 32 and 33: Co-operation between the fellow wor
- Page 34 and 35: Research and Development On 8 Septe
- Page 36 and 37: The employees closely monitor busin
- Page 38 and 39: SHARES OWNED BY MANAGEMENT AND SUPE
- Page 40 and 41: Permanent training closely follows
- Page 42 and 43: A rather high level of satisfaction
- Page 44 and 45: Merkur has recently undergone consi
- Page 46 and 47: Merkur is aware of its social respo
- Page 48 and 49: FINANCIAL STATEMENTS FOR 2004 47 AR
- Page 50 and 51: AUDITED FINANCIAL STATEMENTS OF MER
<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2004</strong>
<strong>ANNUAL</strong> <strong>REPORT</strong> OF MERKUR, D. D.<br />
AND CONSOLIDATED <strong>ANNUAL</strong> <strong>REPORT</strong><br />
OF THE MERKUR GROUP<br />
FOR THE YEAR <strong>2004</strong><br />
The English edition is a translation of the Slovene original, which remains the legal version.<br />
1<br />
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2<br />
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<strong>ANNUAL</strong> <strong>REPORT</strong> OF MERKUR, D. D.<br />
AND CONSOLIDATED FINANCIAL STATEMENTS<br />
OF THE MERKUR GROUP FOR THE YEAR <strong>2004</strong><br />
Published by: Merkur, d. d., Marketing, Cesta na Okroglo 7, SI-4202 Naklo, Slovenia<br />
Production: Merkur, d. d.<br />
Concept and Design: Ajda Savinšek, Merkur, d. d.<br />
Texts: Rok Istenič, Merkur, d. d.<br />
Translation: Simona Žgeč, Merkur, d.d., & Co.<br />
Proofreading: Alan McConnell-Duff and Amidas<br />
Photography: David Comba, Tomaž Lunder, Artum d.o.o., Ljubljana (scanning and photo processing)<br />
Prepress: B&T repro studio, Bled<br />
Print: Tiskarna Merkur<br />
Circulation: 300 copies<br />
May 2005
Merkur’s concern is to ensure the customers’<br />
satisfaction and to maintain long-term<br />
partnership.<br />
3<br />
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4<br />
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HIGHLIGHTS ON OPERATIONS<br />
MERKUR GROUP’S OPERATIONS IN THE PAST AND PROJECTIONS FOR 2005<br />
SIT million<br />
Plan<br />
1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong> 2005<br />
Net sales revenues 46,023 55,851 58,967 100,165 105,974 124,391 142,564 178,743 192,995<br />
Gross profit from sales 8,697 11,280 11,699 18,274 20,603 25,237 27,714 34,218 37,002<br />
Balance sheet total as at 31 Dec. 36,621 46,262 60,869 91,085 99,851 110,648 120,464 140,393 148,358<br />
Equity as at 31 Dec 18,360 20,614 22,694 24,770 26,884 28,519 36,666 38,395 40,846<br />
Number of employees as at 31 Dec. 1,403 1,742 1,859 2,944 2,824 2,988 3,108 3,370 3,685<br />
MERKUR’S OPERATIONS IN THE PAST AND PROJECTIONS FOR 2005<br />
SIT million<br />
Plan<br />
1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong> 2005<br />
Net sales revenues 44,824 52,155 48,825 56,108 88,321 104,571 121,364 152,101 160,908<br />
Gross profit from sales 8,102 9,323 9,113 10,521 16,263 19,698 21,984 26,935 27,662<br />
Net profit 909 1,239 1,102 1,524 1,706 1,863 2,368 2,810 3,400<br />
Dividend per share (in SIT)<br />
payable in the year to come 600 450 500 550 600 650 700 600* *<br />
Balance sheet total as at 31 Dec. 35,181 42,803 52,838 62,927 90,250 104,566 115,758 127,014 129,353<br />
Equity as at 31 Dec. 18,374 20,456 22,702 25,735 28,688 30,355 38,501 40,372 42,684<br />
Added value per employee<br />
(in SIT thousand) 4,233 4,478 4,192 4,505 4,682 5,523 6,055 7,772 7,361<br />
Investments in current assets –<br />
net payments (exclusive of<br />
investment through long-term<br />
operating leasing) 2,213 2,920 2,290 1,810 1,339 3,221 3,371 6,759 2,931<br />
Number of employees as at 31 Dec. 1,317 1,419 1,441 1,568 2,401 2,411 2,453 2,523 2,595<br />
* The General Meeting decides on the dividend payment.
MERKUR GROUP’S SALES REVENUES IN THE PAST<br />
AND PROJECTIONS FOR 2005<br />
46,023<br />
44,824<br />
55,851<br />
58,967<br />
52,155 48,825<br />
100,165<br />
105,974 124,391 142,564<br />
MERKUR’S NET OPERATING REVENUES IN THE PAST<br />
AND PROJECTIONS FOR 2005<br />
56,108 88,321 104,571<br />
Highlights on Operations<br />
121,364<br />
178,743<br />
152,101<br />
SIT million<br />
192,995<br />
Plan<br />
1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong> 2005<br />
SIT million<br />
160,908<br />
Plan<br />
1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong> 2005<br />
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6<br />
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CONTENTS<br />
page<br />
BUSINESS <strong>REPORT</strong> 4<br />
Presentation of the Merkur Group 8<br />
Strategic Objectives and Plans 9<br />
Core Programme 10<br />
Organisation Charts of Merkur Group and Merkur 11<br />
Letter from the Chairman of the Management Board 12<br />
Report by the Supervisory Board 14<br />
Milestones of <strong>2004</strong> 16<br />
Important Events after the End of the Business Year 17<br />
Business in <strong>2004</strong> 18<br />
Merkur, d. d. 18<br />
The Merkur Group 22<br />
Trends in the Slovene Economy in <strong>2004</strong> 26<br />
Risk Management 27<br />
Suppliers and Buyers 29<br />
Investments 30<br />
Research and Development 32<br />
Merkur’s Share 34<br />
Staff 38<br />
Social Role of the Merkur Group 42<br />
Business Performance and Control 42<br />
Environmental Report 43<br />
Sports, Culture and Charity 43<br />
FINANCIAL STATEMENTS 47<br />
Highlights on operations in the past and projections for 2005 48<br />
Audited financial statements of Merkur, d. d. 49<br />
Audited consolidated financial statements of Merkur Group 56<br />
Notes and disclosures to the financial statements<br />
of Merkur, d. d. and Merkur Group 62<br />
Introduction 62<br />
Accounting policies 62<br />
General disclosures 69<br />
Notes and disclosures to balance sheet 70<br />
Disclosures and notes to the income statement 88<br />
Disclosures of the items included in the statements of<br />
cash flow and changes in equity 93<br />
Other disclosures 94<br />
Performance Ratios 96<br />
Additional disclosures to the consolidated annual report 98<br />
Management Presentations 101<br />
Auditor’s Report 102<br />
Statement regarding compatibility of Merkur’s<br />
corpoprate governance system with corporate governance code 104<br />
Report on internal audit 106<br />
Basic data on the companies of the Merkur Group 108
The employees believe in the company and<br />
kindle enthusiastic response in business<br />
partners. The partners and the employees<br />
work hand in hand to make the ideas come<br />
true and to attain the set objectives.<br />
7<br />
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8<br />
AR <strong>2004</strong><br />
PRESENTATION OF THE MERKUR GROUP<br />
The Merkur Group is a trading organisation. Its mission is to sell high quality products, provide for userfriendly<br />
and expert services, and give satisfaction to the customers. The Group has been moulding its<br />
character in a day-to-day effort to keep the leading position on the market. The Group employs 3,370<br />
people, who are trustworthy partners to the customers.<br />
Merkur Group is composed of Merkur, d. d., its nine subsidiaries in Slovenia and beyond, and two agency<br />
offices in Beograd and in Moscow. The network includes 34 Merkur sales centres in Slovenia, seven<br />
MERKUR centres in Croatia, and a small outlet in Macedonia. Bofex, Merkur’s subsidiary, adds another<br />
25 Big Bang sales centres to the Group, including nine franchise shops and three BOF sales centres. The<br />
Group has 21 franchise outlets in Slovenia, two in Bosnia and Herzegovina, and website shopping sites at<br />
http://nakup.<strong>merkur</strong>.si and www.bigbang.si .<br />
The Group’s Wholesale creates nearly a half of the revenue total and is assisted by the Purchasing<br />
Department. The level of supply readiness is high, and the ordering procedure is simple. The customers<br />
may order goods through catalogues and get high-quality services, including prompt deliveries of<br />
merchandise to the shelves and conveyor belts, processing and packaging of goods. The specialisation<br />
according to target groups of customers has made the operations even more intense and focused, and the<br />
company is fine-tuned to the customers’ needs.<br />
The Merkur Group has been pursuing its vision, and has become the market leader in the sales of home<br />
products and DIY, electro-installation materials, machinery, apparatuses and appliances, ferrous and nonferrous<br />
metal products, and industrial items for professional use. Even more, the company has entered the<br />
foreign markets as well.<br />
Merkur adapts flexibly to the market changes, finds and exploits market opportunities, is willing to learn<br />
and develop, and strives for perfection. All this allows the company to maintain its 108-year tradition.<br />
Furthermore, the company focuses on development and eagerly accepts new challenges, which provide<br />
the opportunity for further growth.<br />
Merkur takes pride in its past achievements and looks forward to accepting new challenges.
STRATEGIC OBJECTIVES AND PLANS<br />
Presentation of the Merkur Group<br />
The Merkur Group intends to pursue its mission and promote its brand name. The Group closely observes<br />
its strategic guidelines, sells high-quality merchandise, introduces novelties, and upgrades its services. All<br />
that will give satisfaction to the Group’s customers and guarantee long-term successful co-operation with<br />
its partners in the future as well.<br />
It is expected that in the future the competition will grow even keener, and more foreign companies will<br />
offer sales programmes on the Slovene market which are at the moment almost exclusively supplied by the<br />
Group. The Group’s fundamental plans are to further perfect the performance, pursue the specialisation, and<br />
supplement the lines of merchandise in all core programmes. Merkur intends to keep the leading position<br />
in many segments on the domestic market by developing and expanding its sales network. It plans to build<br />
new sales centres in Velenje and Ptuj, and continue preparations for the construction of large sales centres in<br />
Lesce, Škofja Loka, Koper, and Maribor. In addition to that, new warehousing facilities will also be built.<br />
Merkur intends to work hand in hand with its subsidiary Bofex to increase the market share in the<br />
extremely vulnerable and attractive segment of household appliances and fun electronics. Furthermore,<br />
the company plans to continue the specialisation and increase the sales of construction materials,<br />
gardening programme, bathroom fixtures and equipment. Merkur wishes to remain the key account<br />
partner of the industrial companies, entrepren<strong>eu</strong>rs and craftsmen in sales of construction materials,<br />
ferrous and non-ferrous metal products, and technical items for industrial applications.<br />
Merkur has attained an almost 40% market share in certain sales programmes in Slovenia, and gained<br />
experience in the process. Consequently, the company has successfully applied its sales centre model<br />
abroad. New sales centres, which will primarily focus on DIY items, electro-installation products and<br />
technical items for domestic and industrial applications, are being built in Croatia, Serbia, Bosnia and<br />
Herzegovina, and Macedonia. Besides that, Merkur’s regional steel centres are expected to flourish in those<br />
countries as well. Croatia, Serbia, Bosnia and Herzegovina, and Macedonia are Merkur’s primary target<br />
markets abroad, so a very ambitious medium-term development plan has been drawn. According to it,<br />
present sales facilities of 33,000 square metres will have been increased to 117,000 square metres by 2010 by<br />
observing the concept of MERKURDOM and MERKURMOJSTER sales centres.<br />
The network abroad will be further extended to Serbia. The largest Merkur’s sales centre abroad will open<br />
in Beograd at the end of 2005. In addition to that, the procedure for construction of another Serbian sales<br />
centre in Novi Sad will be launched. Merkur plans to win at least 10% market shares on foreign markets<br />
within a three-year period.<br />
The logistic facilities are essential if Merkur is to carry out the plan, according to which the quantities<br />
sold on foreign markets in 2005 would exceed 100,000 tons. The company plans to finish warehousing<br />
facilities and install all the necessary machinery in Naklo, construct warehouses in Rijeka and Sarajevo,<br />
and later on in Beograd.<br />
Selected specialised sales programmes will also be developed to sell goods on Merkur’s other target<br />
markets, where the subsidiaries have already been established: in Italy, Czech Republic, and Germany.<br />
The management intends to improve all the companies of the Merkur Group to function successfully,<br />
develop sales capacities, and apply modern logistic methods. This is essential if the Merkur Group is to<br />
compete successfully with large European companies and local competitors. The growing Group intends<br />
to remain an attractive, interesting and useful local partner, and to present itself as an appealing potential<br />
partner of global trading corporations. The sales network will be further expanded, sales revenues in<br />
2008 are planned to exceed ECU one billion, and the return on equity is expected to grow.<br />
9<br />
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10<br />
AR <strong>2004</strong><br />
CORE PROGRAMME<br />
CONSTRUCTION MATERIALS AND WOOD<br />
Cement and lime; reinforcing steel and mats; bricks and roofing materials;<br />
insulating materials; wood and wooden products.<br />
TECHNICAL GOODS FOR DOMESTIC AND INDUSTRIAL APPLICATIONS<br />
Locks and furniture fittings; fasteners; power tools and accessories; grinding<br />
materials; machine tools and accessories; measuring devices; lifting and<br />
handling equipment; hand tools; gardening programme; agricultural and<br />
forestry programme.<br />
INSTALLATION AND ELECTRO-MATERIALS<br />
Electro-installation materials; lighting equipment; wires and cables; switching<br />
and protection devices; electro-materials for power distribution; plumbing and<br />
fittings; tiles, sanitary ceramics and equipment; air-conditioning and heating<br />
systems; other installation and electro-materials.<br />
FERROUS AND NON-FERROUS METAL PRODUCTS<br />
Sheet metal and strips; girders and sections; welding consumables; steel rods,<br />
bars and wire; pipes and tubes; tooling pool; non-ferrous metal products.<br />
CONSUMER GOODS AND CHEMICAL PRODUCTS<br />
Audio and video appliances; small household appliances; major household<br />
appliances; heating appliances; kitchen utensils; paints and chemical products;<br />
paper and graphic materials; office machinery, equipment, and personal<br />
computers; telecommunication equipment; other consumer goods.
ORGANISATION CHARTS OF MERKUR GROUP AND MERKUR<br />
ORGANISATION CHART OF MERKUR GROUP<br />
STRUCTURE OF MERKUR, D. D.<br />
PARENT COMPANY MERKUR, D. D.<br />
COMPANIES IN SLOVENIA<br />
COMMERCE SALES TO FOREIGN<br />
MARKETS<br />
WHOLESALE<br />
AND<br />
RETAIL SALES<br />
MARKETING<br />
PURCHASING<br />
DEPARTMENT<br />
SALES<br />
LOGISTICS<br />
Bofex, d.o.o.<br />
Kovinotehna, d. o. o.<br />
SALES TO FOREIGN<br />
MARKETS<br />
MARKETING<br />
MERKUR, D. D.<br />
ECONOMICS<br />
AND FINANCES<br />
FINANCES<br />
ACCOUNTING<br />
COMPANIES ABROAD<br />
Presentation of the Merkur Group<br />
Merkur International Zagreb, d.o.o.<br />
Merkur Beograd, d. o. o.<br />
Merkur International Praha, spol.S.r.o.<br />
Merkur Makedonija, doo, Skopje<br />
Merkur MI Handels GmbH., München<br />
Perles Merkur Italia, s.r.l., Villesse<br />
Inter<strong>merkur</strong>, d.o.o., Sarajevo<br />
Merkur Polska, Sp. Z. o. o. (dormant)<br />
OFFICES ABROAD<br />
MANAGEMENT BOARD<br />
Office in Moscow, Russia<br />
Office in Beograd, Serbia and Montenegro.<br />
HRM AND<br />
LEGAL MATTERS<br />
INVESTMENT,<br />
MAINTENANCE<br />
AND ENGINEERING<br />
DEVELOPMENT, IT<br />
AND ORGANISATION<br />
INFORMATION<br />
TECHNOLOGIES<br />
ORGANISATION<br />
OF BUSINESS<br />
OPERATIONS<br />
11<br />
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12<br />
AR <strong>2004</strong><br />
LETTER FROM THE CHAIRMAN OF THE MANAGEMENT BOARD<br />
In <strong>2004</strong>, the performance of Merkur Group has been the best so far. The Group appeared<br />
on foreign markets, increased its sales significantly, and exerted close control over the costs.<br />
In Bofex, the Group’s subsidiary, certain irregularities and losses were established, but they<br />
were recouped and recovered to debit the present result. Even so, Merkur’s net profit for <strong>2004</strong><br />
amounted to SIT 2.8 billion. This was more than planned and by 18.6% more than in 2003. Net<br />
profit has never been so high so far.<br />
In <strong>2004</strong> both, Merkur, d. d. and the Merkur Group, increased net sales revenues by 25.3% in comparison<br />
to the year before, and exceeded the plan by more than 10%. The sale of ferrous and non-ferrous metal<br />
products saw the sharpest increase, and its share represented more than 33% of the Group’s sales<br />
volume total. The prices of those items went up gradually in <strong>2004</strong>, so average sales prices in Merkur<br />
increased by 24% in comparison to the price levels of 2003. The quantities of ferrous and non-ferrous<br />
metal products sold by Merkur soared as well. Merkur sold 440 thousand tons or 30% more than the<br />
year before, whilst the entire Group sold almost 470 thousand tons. The annual consumption of metal<br />
products in Slovenia totals slightly more than a million tons. The company increased its sales by more<br />
than 10% in other core programmes as well. Moreover, the significant rise in sales was observed despite<br />
the fact that the number of employees increased by a mere 1.4% in comparison to the year before. Even<br />
so, the productivity increased by 16%. The company’s sales on foreign markets soared, and retail sales<br />
and wholesale in Slovenia went up by 20% as well.<br />
The subsidiaries were, likewise, very successful. Bofex increased its sales by 14% in its outlets (total sales<br />
increased by 10%), whilst Merkur’s subsidiaries abroad almost doubled their sales. Merkur invested<br />
substantially into the development of sales network of MI Zagreb, so sales in Croatia grew substantially.<br />
The increase in gross profit of Merkur, d. d. and that of the Group almost equalled the rise in sales<br />
volume. The costs increase, however, was not so high, and lagged behind by almost a half. The company<br />
rewarded its employees for successful performance, so the labour costs increased by 14.6%, whilst other<br />
costs saw less than a 10% rise. Operating profit amounted to SIT 4.9 billion, and actually doubled in<br />
comparison to 2003.<br />
Merkur Group significantly expanded its presence on the Croatian market in <strong>2004</strong>, and it acted very<br />
rationally in the process. Growth of current costs lagged behind the increase in gross profit by six percentage<br />
points. However, certain irregularities established in Bofex’s operations triggered negative trends in the<br />
entire Group. A detailed audit showed that Bofex had not presented its operating costs correctly in the<br />
past. Valuation of inventories exposed considerable differences, and current operations were not up to the<br />
expectations. In addition to all that, Bofex was burdened with the costs of closing down the Austrian outlets.<br />
Total costs of withdrawal from the Austrian market amounted to SIT 2.6 billion, and burdened partly Bofex,<br />
and partly Merkur. The loss in Bofex and its Austrian outlets affected Merkur and Merkur Group’s financial<br />
statements by slightly more than SIT 4.5 billion. From that, SIT 3.3 billion were settled by selling financial<br />
investments, whilst the remaining sum was discharged through regular business operations.
Letter from the Chairman of the<br />
Management Board<br />
Despite the financial loss, the investment into Bofex influenced certain other business categories positively,<br />
such as the prevailing market share, and supply synergies, so Merkur decided not to sell its subsidiary to<br />
the foreign bidder. Notwithstanding Bofex’s loss, Merkur’s net profit totalled SIT 2.8 billion in <strong>2004</strong>, which<br />
was more than planned and by 18.6% more than in 2003. Net profit has never been so high so far.<br />
In <strong>2004</strong>, the company continued the development of its sales network in observance of its long-term<br />
strategy. A modern sales centre was opened in BTC Ljubljana, the sales centre in Celje was further<br />
enlarged, and a BOF centre opened in Maribor. In addition to that, new sales centres opened in Croatia:<br />
in Zadar, Šibenik, Čakovac, and Pula (in February 2005). The construction of new sales centres started<br />
in Samobor and Beograd, and two new plots of land were bought in Ptuj and Velenje. The large sales<br />
volume required new storage capacities, so an additional 20,000 square metres of warehousing facilities<br />
were put to use in Naklo, and investment into office premises in Naklo and Celje was completed.<br />
The performance in <strong>2004</strong> indicates that Merkur is developing in the right direction. Thanks to its versatile<br />
core programme, the company managed to combine successfully sales to end consumers and to entire<br />
companies. It deals in high-quality products and services, and thus closely follows its mission. Its<br />
customers have acknowledged that by placing Merkur higher than certain well established merchants<br />
of the kind. The increasing sales, appearance on new markets and high-quality range of goods will give<br />
customers satisfaction, and benefit employees and owners alike.<br />
Bine Kordež, mag.<br />
Chairman of the Management Board and CEO<br />
13<br />
AR <strong>2004</strong>
14<br />
AR <strong>2004</strong><br />
<strong>REPORT</strong> BY THE SUPERVISORY BOARD<br />
In compliance with Article 274a of Companies Act, the Supervisory Board composed of: Jakob Piskernik,<br />
Chairman, Dr. Tomaž Subotič, Deputy Chairman, and members: Zlatko Kavčič, Igor Kušar, Gregor Tratnik, Sally<br />
A. Warren (a member until 30 April <strong>2004</strong>), Matjaž Gantar (a member since 30 June <strong>2004</strong>), Marta Bertoncelj,<br />
Igor Hudobivnik, and Marjan Smrekar (the latter three are employees’ representatives), report to the General<br />
Meeting of Shareholders on the work of the Supervisory Board in <strong>2004</strong>.<br />
BUSINESS PLAN OF THE MERKUR GROUP AND MERKUR FOR <strong>2004</strong><br />
The Supervisory Board at their seventh meeting of 18 December 2003 approved the Business Plan of<br />
the Merkur Group and Merkur for the year <strong>2004</strong> and at their eighth meeting of 26 th February <strong>2004</strong><br />
determined the criteria for the remuneration of the Management Board members relative to the fulfilment<br />
of the annual plan. The Supervisory Board discussed operations in the first quarter at their ninth meeting<br />
of 27 May, half-yearly operations at their tenth meeting of 26 August, and three-quarterly operations at<br />
their twelfth meeting of 12 October <strong>2004</strong>. In all periods, performance exceeded the plan, despite the fact<br />
that Bofex, a subsidiary of Merkur’s, presented a loss in <strong>2004</strong>, and the accrued losses from previous years<br />
were established later on. It was established that Big Bang Handels Austria did not fulfil the plans due to<br />
both objective and subjective reasons, which incited the decision to start the procedure of winding up<br />
the Austrian company incurring additional loss in Bofex.<br />
SUPERVISON OF MERKUR GROUP AND MERKUR IN <strong>2004</strong><br />
In <strong>2004</strong>, the Supervisory Board met at six regular meetings, and had two correspondence sessions.<br />
The Management Board drew high-quality transparent materials to familiarize all the members with<br />
the situation discussed under individual points of the Agendas. Upon the request of the individual<br />
Supervisory Board members, the Management Board also presented additional information either<br />
verbally, or in writing. At every Supervisory Board meeting, the Management Board presented a report<br />
on the fulfilment of the resolutions passed by the Supervisory Board. In most cases, all the members<br />
of the Management Board were present at the meetings to provide direct answers or supplementary<br />
explanations for the Supervisory Board members. In line with their competences, the Supervisory Board<br />
members followed and supervised the following important segments of managing the company:<br />
• Discussion and adoption of the annual report for the year 2003 drawn by the Management Board;<br />
• Vision and plan of the strategic development of Merkur Group until 2008;<br />
• Finding out the reasons for additional losses disclosed in Bofex, and the applicable short-term and<br />
long-term measures;<br />
• Discussion of the solutions to the problems concerning Big Bang Handels Austria, and the process of<br />
closing down that outlet;<br />
• Discussion of the auditing company’s proposals included in the letter to the Management Board and<br />
examination of the measures;<br />
• Discussion and approval of the Business plan of Merkur Group and Merkur for the year 2005.<br />
ELECTION AND REMOVAL OF A MANAGEMENT BOARD MEMBER<br />
According to the Articles of Association of Merkur, Article 21, the Management Board shall consist<br />
of up to eight (8) members. Following the proposal of the Chairman of the Management Board, the<br />
Supervisory Board is to determine in a resolution the number of members to the Management Board and<br />
its composition. The Management Board had been composed of five members until 15 April <strong>2004</strong>, so the<br />
Supervisory Board passed the proposal submitted by the Chairman of the Management Board and on 15<br />
April <strong>2004</strong> elected Alenka Podbevšek to the function of Director of Economics and Finances for a five-year<br />
term of office. The Supervisory Board consequently approved the proposal submitted by the Chairman of<br />
the Management Board for the mutually agreed early termination Alenka Podbevšek’s term of office from<br />
the post of member of the Management Board of Merkur as of 31 December <strong>2004</strong>.<br />
<strong>ANNUAL</strong> <strong>REPORT</strong> DISCUSSION<br />
At their fourteenth meeting of 24 February 2005 the Supervisory Board discussed the unaudited nonconsolidated<br />
annual report of Merkur, d.d., and the unaudited consolidated annual report of Merkur<br />
Group for the year <strong>2004</strong>. Zlatko Kavčič, the chairman of the auditing committee, proposed discussing the<br />
draft of the audited annual report with the auditors of the auditing company KPMG on 31 March 2005.
The report focused on the following points:<br />
• Audit carried out in the subsidiaries;<br />
• Risk management, especially the risks connected with the interest and exchange rates, and collection of<br />
receivables;<br />
• Valuation of inventories;<br />
• Bad investments and the exploitation of reserves from financing and their effect on the business performance;<br />
• Adequate system of controlling;<br />
• Organisation of the internal auditing service.<br />
The auditing committee and the representatives of the auditing company believed that the discussed<br />
areas were appropriately organised, explained and controlled.<br />
At their fifteenth meeting of 21 April 2005, the Supervisory Board examined the audited annual report<br />
and the proposal for the allocation of the distributable profit submitted by the Management Board. The<br />
Supervisory Board agreed with the opinion of the certified auditors and confirmed the annual report. The<br />
Supervisory Board had studied the report and found that it was drawn thoroughly, transparently and in<br />
compliance with the Companies Act and the applicable accounting standards. The annual report presents<br />
a true and fair view of Merkur and Merkur Group’s performance in <strong>2004</strong> and development plans for the<br />
future. The Supervisory Board established that despite the losses incurred by Bofex, the Merkur Group<br />
performed well in <strong>2004</strong>, and also exceeded the plans. The presented development plans serve as an<br />
excellent basis for the development of the company in the future.<br />
RESOLUTION<br />
At their meeting of 21 April 2005, following the examination of the annual report, financial statements<br />
and notes and the opinion of certified auditors, the Supervisory Board gave their unqualified opinion of<br />
the annual report of Merkur, d.d. and consolidated annual report of Merkur Group for the year <strong>2004</strong>.<br />
The Supervisory and Management Boards propose to the General Meeting of Shareholders to allocate<br />
distributable net profit for <strong>2004</strong> in the amount of SIT 10,152,005,848.72 as follows:<br />
• Payment of dividends (at SIT 600 per share) to shareholders in the amount of SIT 728,751,000.00;<br />
• Participation in profit to the Supervisory Board members in the amount of SIT 24,711,230.00;<br />
• Participation in profit to the Management Board members in the amount of SIT 31,695,300.00;<br />
• The remaining profit in the amount of SIT 9,366,848,318.72 shall remain undistributed and its<br />
allocation shall be decided in 2006.<br />
Drawn at Naklo, on 21 April <strong>2004</strong><br />
Report by the Supervisory Board<br />
Jakob Piskernik<br />
Chairman of the Supervisory Board<br />
15<br />
AR <strong>2004</strong>
16<br />
AR <strong>2004</strong><br />
MILESTONES OF <strong>2004</strong><br />
REDUCTION OF CAPITAL IN KOVINOTEHNA, D.O.O. (LTD)<br />
On 22 March <strong>2004</strong>, the reduction of Kovinotehna’s subscribed capital was<br />
entered into the Register of Companies. Kovinotehna’s subscribed capital totals<br />
SIT 5.0 million, whilst its equity capital equals SIT 10.9 million. Because of the<br />
aforesaid reduction in Kovinotehna’s subscribed capital, Merkur’s long-term<br />
financial investment was decreased by SIT 8,048 million.<br />
THE EUROPEAN BANK FOR RESTRUCTURING AND DEVELOPMENT<br />
SOLD ITS STAKE IN MERKUR<br />
The European Bank for Restructuring and Development (EBRD) had had a<br />
holding of 174,634 shares in Merkur, and concluded a contract to sell its entire<br />
stake on 22 April <strong>2004</strong>. In October 1997, when the company issued new shares,<br />
EBRD became one of the owners in Merkur. EBRD’s investment essentially<br />
influenced the development of Merkur. The bank usually withdraws from a<br />
company and sells its stake after having invested into it for a period of five to<br />
seven years. A few large Slovene investment funds and the employees bought off<br />
the EBRD’s 14.4% holding in Merkur. The shares were sold at SIT 23,000 per share<br />
in lots to Kapitalska družba, KD Group, NFD, Gorenjska banka and the employees.<br />
NEW SALES CENTRES AND OTHER BUSINESS PREMISES<br />
23 January: a new BOF sales centre opened in Kranj<br />
12 March: a renovated MERKUR sales centre opened in Brežice<br />
18 March: a new Big Bang Mega sales centre opened in Jesenice<br />
31 March: the fellow-workers from other offices moved to the third office block in Naklo<br />
9 April: a renovated MERKUR sales centre opened in Studenci – Maribor<br />
22 April: a new BOF sales centre opened in Maribor<br />
14 May: a new MERKUR sales centre opened in Zadar<br />
15 June: a new Merkur Partner franchise outlet opened in Slovenska Bistrica<br />
30 June: the construction of three new warehousing facilities in Naklo was completed<br />
9 July: a renovated MERKUR sales centre opened in Hudinja – Celje<br />
29 July: a new MERKUR sales centre opened in Šibenik<br />
26 August: a new MERKUR sales centre opened in BTC – Ljubljana<br />
26 August: a renovated Big Bang Mega sales centre opened in Slovenj Gradec<br />
30 September: a new MERKUR sales centre opened in Čakovac<br />
12 October: a new Big Bang franchise outlet opened in Kočevje<br />
19 November: a renovated Kovinar franchise outlet opened in Kočevje
PRIZES AND AWARDS<br />
On 30 January <strong>2004</strong>, Chairman of the Management Board and CEO of Merkur, Bine<br />
Kordež, received the prestigious prize awarded by the Chamber of Commerce and<br />
Industry of Slovenia for exceptional economic and entrepren<strong>eu</strong>rial achievements.<br />
On 24 May <strong>2004</strong>, Dun & Bradstreet, an international credit reporting agency,<br />
proclaimed Merkur as the first among the largest Slovene trading organisations<br />
to enter the highest credit rating category.<br />
Merkur’s corporate monthly magazine “Novice” (The News) was awarded<br />
“Zlato pero” (Golden Pen) as the best of its kind in Slovenia.<br />
On 7 October, Merkur’s project of re-organisation and IT-support applied in<br />
annual discussions with the employees was pronounced as the second best<br />
among HRM projects.<br />
Merkur was awarded its third Top Ten prize on 18 November <strong>2004</strong> for<br />
employee training at the conference “Izobraževalni menedžment <strong>2004</strong>”<br />
(Training Management <strong>2004</strong>).<br />
Merkur’s Internet pages were awarded as the best business site for the third<br />
consecutive year, and won the silver “Netko” on 24 November. The award list<br />
now includes one golden and two silver “Netkos.”<br />
IMPORTANT EVENTS AFTER THE END OF THE BUSINESS YEAR<br />
17 February 2005: opening of the new MERKUR sales centre in Pula, Croatia<br />
Milestones of <strong>2004</strong><br />
24 February 2005: opening of the new Merkur Makedonija business premises in Skopje<br />
3 March 2005: opening of the renovated franchise outlet Merkur Komplet in Logatec<br />
In 2005, Merkur continued the process of dissolution of its company, Big Bang<br />
Handels Austria, owned in 80% by Bofex. The merchandise from the Graz<br />
outlet was sold off, and the outlet was returned to the lessors. A new company,<br />
BOF Handels, has assumed trade in the Vienna outlet. Merkur has withdrawn<br />
from the operations in Austria, and settled the liabilities to the employees,<br />
creditors and the state. However, a part of the affiliate’s liabilities to the present<br />
and past owners have still remained opened. The former joint owners filed a<br />
lawsuit against Merkur because of the losses incurred by the Austrian project.<br />
Merkur believes that the lawsuit is not justified.<br />
The examination of the documentation from the time when Bofex was run<br />
by Jurij Schollmayer disclosed several irregularities. These give the grounds<br />
for suspicion of a criminal act. Bofex has filed criminal information at the<br />
competent public prosecutor’s office. In the interest of legal procedure and<br />
investigation, the contents of the information cannot be revealed to the public.<br />
17<br />
AR <strong>2004</strong>
18<br />
AR <strong>2004</strong><br />
BUSINESS IN <strong>2004</strong><br />
MERKUR, D. D.<br />
RETAIL SALES<br />
Merkur’s Retail Sales department performed very well in <strong>2004</strong>. In fact, the retail business has never been<br />
better. The sales amounted to SIT 53.135 billion, which was 7% more than planned and 19% more than in<br />
2003. Merkur’s sales centres successfully sold goods to the end consumers and companies.<br />
Operating costs were in accordance with the plan throughout <strong>2004</strong>. The proportion between sales<br />
volume, difference in prices and costs yielded higher-than-planned profit. Operating profit was higher by<br />
85% than in 2003.<br />
Productivity is the most important indicator of business performance in sales centres. In comparison to<br />
the year before, productivity index reached 115 in terms of net sales revenues per employee, and net<br />
difference in prices per employee improved by 15%.<br />
High-quality items and services sold at competitive prices provide for satisfaction of Merkur’s customers. In<br />
<strong>2004</strong>, the company continued the specialisation into two types of sales centres, MERKURDOM and<br />
MERKURMOJSTER. Targeting different groups of end-consumers, the core programme was supplemented<br />
with new appealing items.<br />
The sales personnel are vigorously trained to acquire high standards of communication. Merkur has<br />
invested a considerable effort to ensure the credibility and consistence of Merkur’s trade mark in the<br />
long run. The sales managers and sales personnel pursue high standards of attending to customers, and<br />
adhere to internal relationship standards, which round up the communication strategies.<br />
The sales centre in Hudinja, Celje was enlarged and rearranged, and another large sales centre opened in<br />
BTC, Ljubljana. Both facilities made it possible for Merkur to increase its offer in the greenery and gardening<br />
programme. Merchandising in lighting department was improved, and items of high pricing class introduced<br />
in that segment. In addition to that, the company added wellness programmes to its bathroom range.<br />
Merkur started preparation for the construction of new sales centres in Ptuj, Velenje, Lesce and Škofja Loka.<br />
RETAILING BY SALES PROGRAMMES IN <strong>2004</strong><br />
11%<br />
17%<br />
17%<br />
18%<br />
37%<br />
CONSTRUCTION MATERIALS<br />
TECHNICAL PRODUCTS FOR DOMESTIC<br />
AND INDUSTRIAL APPLICATIONS<br />
INSTALLATION MATERIALS<br />
FERROUS AND NON-FERROUS METAL PRODUCTS<br />
CONSUMER GOODS
Thoughtful sales space design lends comfort<br />
to the shopping areas, where the clients do<br />
the shopping in a relaxed atmosphere.<br />
19<br />
AR <strong>2004</strong>
20<br />
AR <strong>2004</strong><br />
Merkur has been developing sales to companies through its sales centres. In <strong>2004</strong>, the company<br />
continued to train its sales officers and employed new sales personnel. The competences and<br />
responsibilities of wholesale and retail channels were separated to exert better control and to meet the<br />
needs of key account customers. The sales volume of individual customers was thus essentially increased.<br />
WHOLESALE<br />
In <strong>2004</strong>, the company fulfilled all the expectations in sales to companies as far as the plan, difference in<br />
prices, receivables, and operating cost control are concerned.<br />
The sales amounted to SIT 74.702 billion. This was 8% more than planned, and 17% more than in 2003.<br />
Thanks to tight cost control, control over receivables, and higher-than-planned sales volume and<br />
difference in prices, operating profit was 136% higher than in 2003.<br />
Merkur adapted its sales to eleven target groups of customers to attend even better to their requirements:<br />
• Construction companies;<br />
• Building completion works;<br />
• Trading organisations;<br />
• Heating, ventilating and air conditioning<br />
(hardware, plumbing and heating equipment<br />
and supplies);<br />
• Electro-installation and power distribution<br />
materials.<br />
Merkur plans to create a unique sales system addressing legal entities, which will provide for:<br />
• Complete and uniform control of the key account customer groups;<br />
• Uniform sales and pricing policies;<br />
• Sales promotion;<br />
• Employee training to meet requirements of different sales channels.<br />
This will result in further specialisation of employees involved in the sales, optimal procedures and<br />
processes, reduced costs and improved rationality.<br />
Merkur further divided its sales and introduced two new sales groups: Power Distribution and Tooling<br />
Pool. This ensured more detailed specialisation of goods sold to power distribution companies and<br />
industrial companies.<br />
WHOLESALE BY SALES PROGRAMMES IN <strong>2004</strong><br />
17%<br />
8%<br />
10%<br />
49%<br />
16%<br />
• Tender sales;<br />
• Tooling pool and automotive;<br />
• Metal processing;<br />
• Machine engineering;<br />
• Chemical industry;<br />
• Wood-processing industries;<br />
CONSTRUCTION MATERIALS<br />
TECHNICAL PRODUCTS FOR DOMESTIC<br />
AND INDUSTRIAL APPLICATIONS<br />
INSTALLATION MATERIALS<br />
FERROUS AND NON-FERROUS METAL PRODUCTS<br />
CONSUMER GOODS
Business in <strong>2004</strong><br />
In <strong>2004</strong>, Merkur improved purchasing processes and customer supplies. E-commerce allows customers<br />
swiftly to obtain information, which is available non-stop 24 hours a day, seven days a week. Moreover,<br />
the system makes prompt ordering possible and allows the customers to follow the order processing<br />
phase. As far as Merkur is concerned, this results in reduced transaction and administrative costs, better<br />
exploitation of human resources, better efficiency, and shorter time of processing the customer-related<br />
data. B2B e-commerce PARTNER for Merkur’s partner companies was first introduced in operations with<br />
Merkur’s franchising companies. The first results are very promising, and a sharp increase in e-ordering<br />
has been noticed. According to the plans, e-commerce will be introduced in all sales groups.<br />
As far as Merkur’s franchising partners are concerned, the company managed to eliminate all critical<br />
receivables, terminate the co-operation with all not very promising partners, and open a new franchise<br />
outlet in Slovenska Bistrica. Merkur also enlarged the franchising outlet in Kočevje.<br />
SALES TO FOREIGN MARKETS<br />
In comparison to the 2003 figure, net sales revenues from sales to foreign markets increased by 97% in <strong>2004</strong>,<br />
exceeding the plan by 57%. The attained <strong>2004</strong> difference in price exceeded the plan by 22%, and was 59%<br />
higher than in 2003. Operating profit created by sales to foreign markets increased by 178%, which was much<br />
more than planned for <strong>2004</strong>. Last year, the most important export items included ferrous and non-ferrous<br />
metal products. In addition to that, recently the sales of wood and wooden products abroad have increased<br />
sharply. In early 2005, Merkur launched that programme on the markets of the European Union. The sales<br />
volume is expected to amount to approximately SIT 700 million in those countries by end of the year. Sales<br />
trends were not so good in the sales of electro-materials, because Slovenia became a European Union member<br />
state in <strong>2004</strong>, and consequently customs duties for export of goods to Croatia, Serbia, Bosnia and Herzegovina<br />
went up considerably. The company gave up its presence on the markets of Romania, Kosovo and Albania.<br />
Merkur, however, still occasionally exports to those countries, but does not work on them actively.<br />
In <strong>2004</strong>, the strategy concerning the sales to foreign markets changed. The supply function of the Group<br />
was divided among the parent company and its foreign subsidiaries. These assumed complete supplies to<br />
customers in their respective countries. Merkur used to sell merchandise to individual customers abroad<br />
as well, which resulted in competition between the parent and its subsidiaries. Consequently, the control<br />
over receivables was poor, and overall performance of the Group declined. The process of customer<br />
transfer from the parent to it subsidiaries abroad will continue in 2005.<br />
Organisational changes followed the sales strategy. On the foreign markets, where Merkur has its<br />
subsidiaries, the sales divisions provide for product support, optimal course of processes, and intensive<br />
sales. On the foreign markets void of Merkur’s subsidiaries, the company focuses on niche trade marks,<br />
which need complete servicing.<br />
EXPORT PROGRAMMES IN <strong>2004</strong><br />
7%<br />
10%<br />
7%<br />
71%<br />
5%<br />
CONSTRUCTION MATERIALS<br />
TECHNICAL PRODUCTS FOR DOMESTIC<br />
AND INDUSTRIAL APPLICATIONS<br />
INSTALLATION MATERIALS<br />
FERROUS AND NON-FERROUS METAL PRODUCTS<br />
CONSUMER GOODS<br />
21<br />
AR <strong>2004</strong>
22<br />
AR <strong>2004</strong><br />
THE MERKUR GROUP<br />
The Merkur Group is composed of the parent company and its nine subsidiaries in Slovenia and abroad.<br />
The companies performed very well last year, and Bofex increased its sales by 10%, whilst the companies<br />
abroad nearly doubled their sales.<br />
Bofex is the second largest company in the Group, and attracted special attention of the media in<br />
<strong>2004</strong>. The auditors of Deloitte&Touche recorded a substantial loss created by Bofex in their report of 20<br />
July <strong>2004</strong>. The loss established by the auditors was much higher than that presented in Bofex’s Annual<br />
Report 2003. Merkur took immediate action after having learnt about the discrepancy, and put every<br />
effort into finding out the true situation in its subsidiary. Several of Bofex’s employees were replaced to<br />
gain complete control over the company.<br />
4,000<br />
2,000<br />
1,800<br />
1,600<br />
1,400<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
BOFEX SALES IN THE PERIOD FROM 1999 TO <strong>2004</strong> (RETAIL OUTLETS ONLY)<br />
SIT million per month<br />
1999 2000 2001 2002 2003 <strong>2004</strong><br />
Bofex had been developing successfully before 2002, attaining a 40 to 50% annual growth. Merkur bought<br />
Bofex, and its decision proved to be correct. Thanks to the purchase, Merkur overcame its domestic and<br />
foreign competitors in Slovenia, and won the predominant market share in the sales of audio and video<br />
appliances, major and small household appliances. Bofex is a modern specialized dealer in two established<br />
brand names, Big Bang and BOF. At the beginning of 2003, the management of Bofex took certain hasty<br />
and excessively optimistic decisions. In addition to that, a detailed audit of the operations disclosed that<br />
operating costs in Bofex had not been presented correctly in the past few years. The auditors established<br />
considerable discrepancies between the valuation of inventories and current operating balance.<br />
Termination of business in Austria likewise burdened Bofex’s performance. Bofex used to be an 80%<br />
owner of the Austrian subsidiary Big Bang Handels, which had run BOF sales centres in Vienna and in<br />
Graz. On 31 January 2005, the Graz sales centre closed down, and the Vienna BOF centre was taken over<br />
by a new company, BOF Handels. The loss in Bofex and its Austrian outlets affected Merkur and Merkur<br />
Group’s financial statements by slightly more than SIT 4.5 billion. The loss has already been included in the<br />
operating results, which, in spite of this setback, have been the best so far in the entire history of Merkur.<br />
In the light of financing, the <strong>2004</strong> investment into Bofex proved negative. However, it did have a positive<br />
effect on many other business categories. It resulted in the prevailing market share, so Merkur decided<br />
not to sell its subsidiary to the bidder from abroad. Merkur intends to keep its market position, and to<br />
further strengthen it by developing Bofex. Bofex is expected to present positive business results as soon<br />
as at the end of 2005.
Experience and knowledge make Merkur’s<br />
sales personnel honest and worthy advisors to<br />
the customers. Sound business relationships<br />
nurture long-term trust and partnership.<br />
23<br />
AR <strong>2004</strong>
24<br />
AR <strong>2004</strong><br />
Kovinotehna’s main objects of business in <strong>2004</strong> included property management and collecting receivables.<br />
In 2005, the company plans to pursue the present business orientation in 2005 as well. The company will focus<br />
on collecting receivables, selling the remaining real estate, and winding up or selling off certain subsidiaries.<br />
As far as the strategic and development plans for <strong>2004</strong> are concerned, Merkur’s subsidiaries abroad<br />
surpassed the expectations. The sales on markets where Merkur has its subsidiaries almost doubled in<br />
comparison to 2003, and so did the companies’ profits. The growth of operating costs, however, lagged<br />
behind the increase in sales by approximately 20 percentage points.<br />
Ferrous and non-ferrous metal products presented the largest portion in the Groups’ sales. The<br />
companies in Serbia, Italy, and Bosnia presented the largest growth. Merkur opened three new sales<br />
centres in Croatia, and consequently doubled the sales of household, audio and video appliances,<br />
apparatuses and DIY items.<br />
SUBSIDIARIES’ NET SALES REVENUES<br />
In <strong>2004</strong> the sales network was further expanded. The company prepared for the construction of new<br />
sales centres and warehousing facilities. Merkur International Zagreb opened three new sales centres<br />
in Croatia: in Zadar, Šibenik, and Čakovac. At the same time the preparations for the construction of a<br />
regional steel centre in Rijeka started, and the completion of the facility is planned for the end of 2005.<br />
In Skopje, Merkur Makedonija completed the construction of a small warehousing facility in<br />
combination with a sales outlet, which began operation in February 2005.<br />
SIT thousand<br />
2003 <strong>2004</strong> INDEX<br />
Merkur International Zagreb, d.o.o. 5,715,132 10,940,485 191<br />
Merkur International Beograd, d.o.o. 0 3,346,270 -<br />
Inter<strong>merkur</strong> d.o.o., Sarajevo 1,440,995 2,913,212 202<br />
Merkur Makedonija, doo, Skopje 927,054 1,217,582 131<br />
Merkur MI Handels GmbH München 1,984,940 4,705,996 237<br />
Merkur International Praga, spol. S.r.o. 6,881,312 10,276,756 149<br />
Perles Merkur Italia, s.r.l., VILLESSE 6,064,033 10,415,301 172<br />
TOTAL 23,013,466 43,815,602 190<br />
In <strong>2004</strong>, Merkur International Beograd launched everything necessary for the construction of the<br />
largest sales centre in Beograd. The completion is scheduled for the end of 2005. The preparations for<br />
the construction of the new regional warehousing facility for ferrous and non-ferrous metal products in<br />
Beograd have also been started.<br />
Inter<strong>merkur</strong> Sarajevo nearly doubled its sales in <strong>2004</strong>, and plans to acquire new facilities in Bosnia and<br />
Herzegovina, which will provide adequate logistic support for further development and sales of ferrous<br />
and non-ferrous metal products.
PULA<br />
RIJEKA<br />
SAMOBOR<br />
KARLOVAC<br />
ZADAR<br />
LEGEND:<br />
ČAKOVAC<br />
ZAGREB<br />
present sales centers<br />
new sales centers in 2005<br />
present steel centres<br />
new steel centres in 2005<br />
new sales centers in 2006 - 2010<br />
new steel centres in 2006 - 2010<br />
new steel centres in 2006 - 2010,<br />
acquired through leasing or partnerships<br />
Business in <strong>2004</strong><br />
DEVELOPMENT OF SALES OUTLETS AND STEEL CENTRES ABROAD UNTIL 2005<br />
AND PROJECTION UNTIL 2010<br />
ŠIBENIK<br />
SPLIT<br />
SISAK<br />
BANJA LUKA<br />
OSIEJK<br />
SLAVONSKI<br />
BROD<br />
TUZLA<br />
SARAJEVO<br />
NOVI SAD<br />
PANČEVO<br />
BEOGRAD<br />
ČAČAK<br />
KRAGUJEVAC<br />
NIŠ<br />
MACEDONIA<br />
SKOPJE<br />
Last year, Perles Merkur Italia increased the sales of ferrous and non-ferrous metal products, tools and<br />
spare parts. The company promoted its brand name Perles and certain other own brand names. The Italian<br />
subsidiary plans to pay even more attention to business operations and specialisation in the future as well.<br />
Merkur International Praha and Merkur MI Handels München mostly import ferrous and nonferrous<br />
metal products and certain technical items for the Merkur Group. They have also started<br />
developing their own niche programmes. Both companies have launched preliminary activities to start<br />
selling ferrous and non-ferrous metal products on their respective markets.<br />
The development of the group in the future will focus on an even greater increase in sales of ferrous<br />
and non-ferrous metal products on foreign markets, DIY, household, audio and video appliances,<br />
apparatuses, and other home products, development of the Group’s own sales network, and distribution<br />
of assorted products, especially to the markets of Croatia, Serbia, Bosnia and Montenegro.<br />
25<br />
AR <strong>2004</strong>
26<br />
AR <strong>2004</strong><br />
TRENDS IN THE SLOVENE ECONOMY IN <strong>2004</strong><br />
The year <strong>2004</strong> marked a milestone in the Slovene economy. Slovenia became a member state of the<br />
European Union at the beginning of May <strong>2004</strong>, and was included in the ERM2 system at the end of<br />
June. Both events will influence the Slovene economy in the long-term, and have already altered certain<br />
economic conditions. International exchange has increased, the level of inflation has become similar to<br />
the levels in other countries of the European Union, the exchange rate for the Tolar has been stabilised,<br />
and this means that the element of stability has been introduced into the business environment.<br />
In <strong>2004</strong>, the gross domestic product increased by 4.6%. The economic growth was the highest<br />
since 1999. Buying power of the domestic market went up by approximately 3%. Domestic enquiries<br />
grew, mostly due to the investments of the business companies who invested into the equipment and<br />
machinery, dwellings, roads and infrastructure. Households increased their expenditures because of the<br />
2% increase in wages and salaries and higher indebtedness at lower interest rates.<br />
International trade grew essentially and exceeded the expectations in <strong>2004</strong>. Exports rose by<br />
approximately 9%, and import by between 10 and 11%, so the growth in real terms saw the highest<br />
increase after the year 2000. The supplies to the new European Union members retained their high levels<br />
of the previous two years. This was especially true for the Czech Republic and Hungary. The export to<br />
Croatia, Serbia and Montenegro intensified.<br />
Slovenia successfully decreased its inflation rate. In <strong>2004</strong>, the average inflation presented by higher<br />
consumer prices totalled 3.6%, which was two percentage points less than in 2003. Producers increased<br />
the prices of manufactured goods by approximately 4.3% (in 2003 by a mere 2.5%), which were at the<br />
end of <strong>2004</strong> higher by 4.9% than at the end of 2003.<br />
In <strong>2004</strong>, industrial production saw a 4.8% increase in comparison to the year before - the highest rise in<br />
the past three years. The processing industries produced 4.9% more than in 2003. However, the output<br />
of the processing industries depends tightly on the already high and still growing prices of raw materials,<br />
and this incites further cost increase. In <strong>2004</strong>, the favourable 2002 and 2003 trends continued in the<br />
construction industry. The construction of buildings increased substantially, whilst the civil engineering<br />
retained the high 2003 rate. In <strong>2004</strong>, the construction works total increased by 11.2% nominally, and in<br />
real terms by 2.5%.<br />
In <strong>2004</strong>, sales revenues in retail sales grew by 3.8% in real terms. Sales revenues in non-food items saw<br />
the largest increase in the following segments: sales through mail (21%), specialised furniture shops,<br />
household appliances and construction materials (10.7%), pharmac<strong>eu</strong>tical, medical, cosmetic and items<br />
for personal hygiene (6.1%).<br />
Thanks to substantial economic growth and increased production in industries essential for Merkur’s<br />
operations (metal processing, construction), the sales to companies grew in <strong>2004</strong> as well. Merkur’s sales,<br />
however, exceeded the growth in both industries, and the company appeared to be highly competitive.<br />
Thanks to the increased individual consumption, sales to end-consumers went up as well. Merkur’s sales<br />
to end-consumers increased by 10% in real terms. This indicates that the company exerted excellent<br />
market control, and won a certain part of the market share over the less successful competitors.
RISK MANAGEMENT<br />
Risk Management<br />
Risk management is in line with the company’s business policy and has become an important part in the<br />
complete management process. Effective risk management enhances competitiveness of the company, cost<br />
control, predictability of cash flow, profit, and consequently results in higher market value of the company.<br />
The financial risk is assessed in the following groups:<br />
• Credit risk indicates the risk that customers or other business partners will not settle their receivables;<br />
• Market risk includes the interest risk, foreign exchange risk, inflation risk, liquidity risk, risk of changes in<br />
the security market prices;<br />
• Insolvency risk is the short-term and long-term ability to settle the liabilities on time.<br />
CREDIT RISK<br />
Merkur and the Merkur Group have adopted effective risk management policies, including the regular<br />
monitoring of outstanding receivables, limiting exposure to individual customers, offering incentives<br />
for early settlements, charging penalty interest, receivable collateral and receivable collection policies.<br />
Merkur is aware that an over-strict credit risk policy could reduce the competitiveness of the company,<br />
resulting in the loss of certain customers and revenues.<br />
The same principles of receivable control and the related risk control apply for Merkur and its subsidiaries.<br />
To minimise the exposure to the risks, the company applies an elaborate and uniform management of the<br />
credit risk, which includes as follows:<br />
• Upon the conclusion of any contract, any future receivables must be insured. Credit rating of a new<br />
customer is evaluated by the Credit Rating Department. Credit rating is evaluated in observance of:<br />
– quantitative indicators obtained in the business process (including solvency),<br />
– financial statement ratios, and<br />
– assessment of quality based on the information provided by sales agents, managers, etc.<br />
• Collaterals must be obtained, including mortgages, securities, bank guarantees, or letters of credit, for<br />
any receivable exceeding SIT 30 million.<br />
• Collateralisation of receivables to customers abroad, which includes – in addition to letters of credit and<br />
bank guarantees – the risk insurance concluded with a Slovene export company.<br />
• Systematic receivable control is performed by a commission which meets once a month to discuss<br />
financially indebted entities, and by a credit committee, which discusses large receivables exceeding<br />
SIT 30 million.<br />
• Specification of the maximum limit for long-term and established partners in observance of:<br />
– credit rating assessment,<br />
– turnover amount, and<br />
– payment discipline in the past relative to the insurance amount and quality.<br />
• Credit limit must be determined for new clients in observance of their credit rating and collaterals.<br />
• The established receivable collection procedure must be observed in collection of any receivables to<br />
customers, including the enforced claims.<br />
27<br />
AR <strong>2004</strong>
28<br />
AR <strong>2004</strong><br />
INTEREST RISK<br />
The interest risk represents a risk that the value of the financial instrument might fluctuate due to changes<br />
in the market interest rates. Due to the current trend of falling interest rates, this risk is assessed as<br />
immaterial. Furthermore, interest rates charged to customers are in line with the rates paid on loans.<br />
CURRENCY RISK<br />
The currency risk presents a risk that the value of property may fluctuate as a result of changes in the value of<br />
foreign currency rates. The currency risk occurs when the value of foreign currency increases, if the company<br />
manages it with relevant difference in price and increased exports. As far as the Euro is concerned, it applied in<br />
98% of the import and in 100% of the export. Considering the predictability and solid ECU-SIT exchange rate,<br />
the risk has been assessed as immaterial. A slightly higher risk rate level has been observed in the Croatian<br />
subsidiary arising from the volatile ECU-KN exchange rate. If one considers the share of Merkur’s business in<br />
Croatia in relation to the entire business, then the Group risk exposure was nevertheless assessed as minimal.<br />
INSOLVENCY RISK<br />
The insolvency risk presents a risk that the company may incur difficulties in obtaining sufficient funds to<br />
meet its financial obligations. The insolvency risk is managed by the active liquidity management policy<br />
that eliminates any discrepancies between the cash inflows and outflows including the following measures:<br />
• a system of limits specifying the lowest amount of cash and high liquidity assets that must at all times be<br />
available and at the company’s disposal,<br />
• treasury function – as a centralised management of cash transactions it ensures short and long-term<br />
liquidity,<br />
• diverse external sources of funds,<br />
• dispersed liability maturity dates,<br />
• credit risk management policy ensuring regular settlement of receivables,<br />
• credit lines available at the banks enabling the withdrawal of funds as and when the need arises,<br />
• the possibility to activate short-term financial investments.<br />
Constant in-flow of retail payments, which represent 20% of the revenue total, make the risk management<br />
easier.<br />
All the points and facts stated above indicate that management ensures risk control at low exposure rate.<br />
INFLATION RISK<br />
Low inflation rate is essential if the state is to become integrated into the European Monetary Union. The<br />
inflation rate in Slovenia has been on the decline, and Merkur Group pursues the policy of transferring<br />
the purchasing price increase to the sales prices, so it is estimated that Merkur is exposed to minimum<br />
inflation risk.<br />
The situation is very much the same in those countries outside the European Union where Merkur has<br />
established its subsidiaries. All those countries have put a lot of effort into limiting and reducing the<br />
inflation rate. The possibility of transferring the increase in purchasing prices to sales prices also helps to<br />
maintain risk exposure on those markets at minimum level.<br />
PRICE RISK<br />
Price risk is also believed to be low, because Merkur invested mostly into the shares of Gorenjska banka,<br />
d.d., and these are valued at much higher prices than posted in Merkur’s records, which ensures<br />
additional reserves (see the chapter on financial investments).
SUPPLIERS AND BUYERS<br />
Merkur serves as a link between the suppliers from Slovenia and abroad, end-consumers and companies.<br />
Fundamental strategic tasks of the Purchasing Department are to develop new programmes, and find<br />
the most convenient sources of supply for high-quality articles produced by the domestic and foreign<br />
manufacturers.<br />
SALES OF MERKUR BY TARGET GROUPS OF CUSTOMERS IN <strong>2004</strong><br />
16%<br />
17%<br />
5%<br />
28%<br />
24%<br />
10%<br />
Merkur focuses on the specialisation of its programmes, works with many different suppliers, and remains<br />
loyal to the Slovene manufacturers. In <strong>2004</strong>, Merkur started looking for new suppliers and manufacturers<br />
from the Far East. The import of goods from the Far East rose by 320% in certain lines of products. Merkur<br />
plans to make its business operations as rational as possible. In <strong>2004</strong>, the number of articles was reduced<br />
by 20,000 and the number of suppliers by 200. This enabled the company to reduce slow-selling stock.<br />
MERKUR’S SALES BY SALES PROGRAMMES IN <strong>2004</strong><br />
14%<br />
11%<br />
12%<br />
42%<br />
21%<br />
CONSTRUCTION COMPANIES<br />
CRAFTSMEN AND SMALL COMPANIES<br />
INSTALLATION COMPANIES<br />
INDUSTRIAL ENTERPRISES<br />
END CONSUMERS<br />
SALES OUTLETS<br />
CONSTRUCTION MATERIALS<br />
TECHNICAL PRODUCTS FOR DOMESTIC AND<br />
INDUSTRIAL APPLICATIONS<br />
INSTALLATION MATERIALS<br />
FERROUS AND NON-FERROUS METAL PRODUCTS<br />
CONSUMER GOODS<br />
Suppliers and Buyers<br />
According to the analyses, the wholesale customers were greatly satisfied with Merkur’s sales personnel.<br />
Over 93% of the buyers claimed that they were always properly advised at Merkur when they needed<br />
information on choice articles. The wholesale buyers also thought well of the responsiveness of the<br />
employees and their kind communication.<br />
According to the research, Merkur’s retail employees in sales to end consumers fared much better<br />
than those of the competitive dealers, and were thought to be more professional, kind and responsive<br />
than their peers elsewhere. It is not surprising that the number of holders of Merkur’s payment card<br />
“Merkurjeva kartica zaupanja” (Merkur’s Card of Trust) has been increasing. On 31 December <strong>2004</strong>, the<br />
number amounted to 305,000 of active card holders. In <strong>2004</strong>, the holders were offered certain articles<br />
at especially advantageous prices. In <strong>2004</strong>, Merkur launched new supporting processes to monitor the<br />
purchases made with the company’s payment card as well.<br />
29<br />
AR <strong>2004</strong>
30<br />
AR <strong>2004</strong><br />
INVESTMENTS<br />
On 31 December <strong>2004</strong>, the Merkur Group’s investments into land, buildings and equipment totalled SIT 42<br />
billion. These included modernisation of the retail sales centre network, construction of warehousing facilities,<br />
and modernisation of the office building in Naklo. In March <strong>2004</strong>, the administrative employees from offices<br />
in Kranj were moved into the third block of the office building in Naklo, and in June new parking lots were<br />
arranged near the building. In November <strong>2004</strong>, the second phase of the warehouse construction was started.<br />
The largest retail investment in <strong>2004</strong> was the modernisation of Hala 17 in the Ljubljana BTC. An old hall<br />
was transformed into a modern sales centre. Several sales centres were modernised as well: sales centre<br />
in Hudinja, Celje, was rearranged so that part of the centre was moved onto the first floor; sales centre in<br />
Studenci, Maribor, was modernised, and sales centre in Brežice was enlarged. In Croatia, three new sales<br />
centres were opened: in Zadar, Šibenik and Čakovac.<br />
In Hudinja, Celje, the addition of another 12,000 square-metre warehousing area provided adequate<br />
storage space for construction materials, consumer goods, electro- and other installation materials.<br />
Certain lines of goods were moved from Naklo to Celje to rationalize the storage space. The conditions<br />
in the warehouse in Naklo were adapted for storage of technical goods for domestic and industrial<br />
applications. In May <strong>2004</strong>, three new warehouses in Naklo totalling 10,500 square metres for ferrous<br />
and non-ferrous metal products were completed. In the second and third quarters of <strong>2004</strong>, new cranes<br />
were installed into the new warehousing premises, and the cassette warehouse was constructed. This<br />
allows for optimal logistic process control, especially traceability of goods, and maximum exploitation of<br />
warehousing space and technology. The warehouse consists of 3,308 cassettes, and its storage capacity<br />
for steel rods, bars and wire, and non-ferrous metal products totals 12,000 tons.<br />
In November, construction of another three-warehouse block was started. The facility on 10,500 square metres<br />
is expected to be finished in May 2005, and will be used for storage of ferrous and non-ferrous metal products.<br />
Merkur started developing a warehouse network in the countries of former Yugoslavia to promote sales of<br />
ferrous and non-ferrous metal products on foreign markets, improve the supply readiness, and optimise<br />
logistic costs. In <strong>2004</strong>, the preparations for construction of a steel centre in Rijeka were started.<br />
MERKUR GROUP SALES AREAS<br />
300<br />
280<br />
260<br />
240<br />
220<br />
200<br />
180<br />
160<br />
140<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
1.0<br />
34<br />
1.4<br />
43<br />
1.4<br />
49<br />
1.6<br />
59<br />
90<br />
119<br />
135<br />
000 square metres<br />
1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong> 2005 2006 2007 2008 2009 2010<br />
up to 1,000 1,000 to 3,000 more than 3,000 average sales centre surface in<br />
thousand square metres<br />
Long-term financial investments in Merkur Group retained their <strong>2004</strong> nominal level of SIT 10 billion. The<br />
parent company reduced its investments into the subsidiaries by approximately SIT 11 billion, mostly by<br />
reducing share capital in Kovinotehna by SIT 8 billion, and settling losses in Bofex in total of SIT 3.3 billion.<br />
Because of the Gorenjska banka share transactions (purchases and sales), Merkur disposed of the 5,830<br />
Gorenjska banka shares, and decreased its stake in that bank from 11.9% to 10.1%.<br />
1.6<br />
2.5<br />
2.6<br />
2.9<br />
152<br />
3.1<br />
169<br />
3.7<br />
197<br />
3.9<br />
217<br />
4.2<br />
253<br />
4.2<br />
265<br />
4.2<br />
290
Co-operation between the fellow workers, dedicated<br />
assistance, and open-minded exchange of opinion<br />
provide for a stimulating working environment.<br />
31<br />
AR <strong>2004</strong>
32<br />
AR <strong>2004</strong><br />
RESEARCH AND DEVELOPMENT<br />
Research and development are very important to Merkur, because they help the company to attain its<br />
strategic objectives and find new business opportunities.<br />
In <strong>2004</strong>, several strategic market research assignments were carried out to determine the customer<br />
behaviour, and analyse global development trends in hardware trade. Merkur invested SIT 50 million<br />
in the research. The company used the results to determine the most suitable marketing strategies<br />
for fulfilment of business objectives, and passed development guidelines, in particular those for the<br />
development of services.<br />
The correctness of the development decisions has been proved by trends in global hardware trade. With<br />
the introduction and development of new programmes, and emphasis on sales to small companies and<br />
entrepren<strong>eu</strong>rs, Merkur follows the most progressive guidelines pursued by the most successful and the<br />
largest trading companies in the world. Merkur faithfully pursues its aim of creating customer-friendly<br />
shopping centres, and builds new sales centres ranging from 3,000 to 8,000 square metres.<br />
Merkur has always been well-aware of the importance of services. In <strong>2004</strong>, the company perfected its<br />
retail sales standards. In 2005, Merkur intends to design and implement the standards of behaviour,<br />
which will be observed by the employees in the Purchasing Department, Wholesale, and Logistics. These<br />
standards will apply in Merkur International Zagreb and on other foreign markets as well.<br />
In 2005, Merkur intends to continue the planned strategy of marketing communications. It is important<br />
to promote the company’s brand name, and to maintain credibility, flexibility and creativity. Merkur is an<br />
end-consumer oriented company, so it employs advertising actions to improve placement and promotion<br />
of individual lines of products (e.g. complete bathroom equipment, gardening programme, major and<br />
small household appliances, audio and video appliances, lighting, construction materials, etc.). Merkur’s<br />
advancement in the sales of the advertised programmes is notable, and the company has become<br />
the leading specialist in the advertised lines of merchandise. It not only competes with similar trading<br />
organisations, but also with individual local or regional specialised shops (bathroom salons, gardening<br />
centres, dealers in construction materials, etc.). Merkur also carefully prepares product-oriented sales<br />
actions. It offers goods at the most convenient prices, which are advertised in action brochures “Najboljši<br />
v akciji” (“The Best Items at Bargain Prices”). Merkur sells the bargain item at a “promised price”, and<br />
guarantees that for the duration of such an action, the advertised articles may not be obtained at lower<br />
prices anywhere in Slovenia. The consistence and distinction result in synergy of such advertising activities<br />
in which all elements of marketing mix converge.<br />
Merkur communicates with target groups of customers in a very complex way, so the company has<br />
started developing its own media. In <strong>2004</strong>, Merkur introduced its own internal radio and upgraded its<br />
magazine Ritem. This presents inventions, gives ideas for home decoration, and advises skilful handymen.<br />
Communication support in the sales process targeting other companies rests on the sales strategy, which<br />
observes different target groups of customers. Basic communication activities include:<br />
• Fairs;<br />
• Merkur Days;<br />
• Catalogues and special offers;<br />
• Special Internet pages addressing Merkur’s business partners;<br />
• Communication support for services rendered to companies, and<br />
• Franchise shop support.
Research and Development<br />
On 8 September <strong>2004</strong>, ten years passed since Merkur had acquired the certificate on compliance with the<br />
ISO 9000 standard requirements. These were later on supplemented with the requirements for Merkur’s<br />
business operations, and so the company developed its own standards of operations. The team of internal<br />
assessors has helped to transfer these to all working environments in the company.<br />
In <strong>2004</strong>, the company invested a large portion of development funds in expansion and modernisation<br />
of metal processing and cutting services in the segment of ferrous and non-ferrous metal products. The<br />
development focused on automation of the metal processing procedures, in particular computer support<br />
for monitoring the processes required by business partners in the metal processing industry.<br />
Merkur has developed its own information system and solutions. In <strong>2004</strong> MERKURPARTNER was<br />
launched. It was designed so to allow Merkur to do e-business with its company buyers. The system<br />
was first applied in certain of Merkur’s franchise outlets, and will gradually be made available for other<br />
interested business partners as well. In <strong>2004</strong>, the modernisation of IT systems observed the time and<br />
volume of changes to adapt to the following requirements:<br />
• accession of Slovenia to the European Union;<br />
• introduction of the KASTO cassette storage system;<br />
• improvements in the “claim-placing system”;<br />
• improvements in the “cash register records”;<br />
• improvements of controlling “retail inventories”;<br />
• preparation of commercial plans in the commercial analysis system (KAS).<br />
Geocentrex, a new telecommunications system was introduced to modernize the system of telephone<br />
calling in all Merkur premises in Slovenia. This allows Merkur to make free telephone calls in Merkur<br />
throughout the county.<br />
Merkur modernised users’ tools and advanced new application development tools (Internet technology)<br />
to satisfy the requirements of flexible development of own information solutions.<br />
Merkur pays a lot of attention to and invests substantially in the computer support applied in business<br />
operations in Slovenia. The company has made market studies of its subsidiaries abroad. According<br />
to these and in observance of Merkur Group’s development guidelines, Merkur will have to apply<br />
that computer support model in our subsidiaries abroad as well. In <strong>2004</strong>, as part of the project<br />
Internacionalizacija Merkurja (Internationalization of Merkur), Merkur started preparing everything<br />
necessary to implement its IT internationally, which will in turn help Merkur to pursue good operation<br />
practices in all the Group companies.<br />
33<br />
AR <strong>2004</strong>
34<br />
AR <strong>2004</strong><br />
MERKUR’S SHARE<br />
Merkur’s share presented constant growth in <strong>2004</strong>, and its yield increased significantly. Merkur<br />
underwent certain ownership changes, and the number of shareholders rose.<br />
HIGHLIGHTS ON MERKUR’S SHARE<br />
Average<br />
Daily Price<br />
MER<br />
40,000<br />
38,000<br />
36,000<br />
34,000<br />
32,000<br />
30,000<br />
28,000<br />
26,000<br />
24,000<br />
22,000<br />
AVERAGE DAILY PRICE OF MER AND SBI20 IN <strong>2004</strong><br />
15. 1.<br />
30. 1.<br />
16. 2.<br />
27. 2.<br />
15. 3.<br />
31. 3.<br />
15. 4.<br />
30. 4.<br />
17. 5.<br />
31. 5.<br />
15. 6.<br />
30. 6.<br />
15. 7.<br />
30. 7.<br />
16. 8.<br />
31 Dec. <strong>2004</strong> 31 Dec. 2003 Index<br />
Number of shares 1,214,585 1,214,585 100<br />
Market capitalization (SIT thousand) 45,437,260 29,625,186 153<br />
Number of shareholders 5,096 4,291 119<br />
Price of a share (in SIT) 37,410 24,391 153<br />
Book value of share (in SIT) 33,239 31,699 105<br />
Lowest daily price (in SIT) 23,900 20,800 115<br />
Highest daily price (in SIT) 38,300 26,500 145<br />
Average daily price (block trades excluded) (in SIT) 31,177 23,984 130<br />
Net profit per share (in SIT) 2,314 2,175 106<br />
Price per earnings ratio (P/E) 16.2 11.2 145<br />
Dividend per share (gross in SIT) 600 700 86<br />
Equity yield (%) 53.4 - 3.0 -<br />
Dividend yield (%) 2.5 2.8 88<br />
Total yield (%) 55.8 - 0.2 -<br />
Market price of a share in comparison to its book value 1.13 0.77 146<br />
VALUE OF A SHARE<br />
In <strong>2004</strong>, Merkur traded its shares successfully, and the price per share was increasing year-long. At the<br />
end of <strong>2004</strong>, the price of Merkur’s share amounted to SIT 37,410, or 53% more than at the end of 2003,<br />
and SBI grew by 25%.<br />
31. 8.<br />
15. 9.<br />
30. 9.<br />
Average Daily Price MER SBI20 Index<br />
15. 10.<br />
29. 10.<br />
15. 11.<br />
30. 11.<br />
15. 12.<br />
30. 12.<br />
SBI20<br />
Index<br />
6,150<br />
5,900<br />
5,650<br />
5,400<br />
5,150<br />
4,900<br />
4,650<br />
4,400<br />
4,150<br />
3,900
The employees closely monitor business<br />
processes and strive for best performance.<br />
35<br />
AR <strong>2004</strong>
36<br />
AR <strong>2004</strong><br />
DIVIDENDS<br />
In <strong>2004</strong>, Merkur closely observed the adopted policy of dividend payments. According to this, up to a<br />
third of net profit may be appropriated for the dividend payment, depending on the performance. In<br />
July <strong>2004</strong>, the dividend for 2003 was paid in accordance with the Resolution of the General Meeting of<br />
Shareholders. It amounted to SIT 700 gross per share. According to the proposal to General Meeting of<br />
Shareholders, the <strong>2004</strong> dividend payable in 2005 will amount to SIT 600 gross per share.<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
360<br />
OWNERSHIP STRUCTURE<br />
DIVIDEND PER SHARE PAYABLE IN THE YEAR TO COME<br />
500<br />
540<br />
600<br />
450<br />
500<br />
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 <strong>2004</strong><br />
- PROPOSAL<br />
In April <strong>2004</strong>, EBRD withdrew from Merkur. At 31 December <strong>2004</strong>, the ownership structure was much<br />
changed in comparison to the end of 2003:<br />
550<br />
600<br />
650<br />
700<br />
31 Dec. <strong>2004</strong> 31 Dec. 2003<br />
Number of Total Number of Total<br />
Shareholders shareholders Shares % shareholders Shares %<br />
1. Kapitalska družba, d. d. 1 219,328 18.06 1 177,600 14.62<br />
2. EBRD 0 0 0.00 1 174,634 14.38<br />
3. NFD 1 investicijski sklad, d. d. 1 168,235 13.85 1 161,793 13.32<br />
4. Slovenska odškodninska družba, d. d. 1 93,194 7.67 1 93,194 7.67<br />
5. KD Investments, d. d., VS Galileo 1 60,438 4.98 1 61,172 5.04<br />
6. Gorenjska banka, d. d. 1 47,455 3.91 1 7,455 0.61<br />
7. KD Investments, d. d., VS Rastko 1 36,746 3.02 1 29,277 2.41<br />
8. Zlata moneta I, d. d. 1 36,108 2.97 1 18,911 1.56<br />
9. KD ID d. d. 1 34,337 2.83 1 34,337 2.83<br />
10. Salonit Anhovo, d. d. 1 32,810 2.70 1 15,000 1.23<br />
11. Posebni vzajemni sklad Alfa 1 24,509 2.02 1 11,909 0.98<br />
12. Emplyees 744 89,781 7.39 522 62,159 5.12<br />
13. Other legal entities 201 228,162 18.79 170 242,935 20.00<br />
14. Other shareholders 4,141 143,482 11.81 3,588 124,209 10.23<br />
Total 5,096 1,214,585 100.00 4,291 1,214,585 100.00<br />
600
SHARES OWNED BY MANAGEMENT AND<br />
SUPERVISORY BOARD MEMBERS AS AT 31 DEC. <strong>2004</strong>:<br />
Merkur’s Share<br />
In 2003, the number of Merkur’s shareholders leaped upwards by more than a thousand, and in <strong>2004</strong> by<br />
another 800. In <strong>2004</strong>, Kapitalska družba increased its stake in Merkur, and became the largest holder of<br />
Merkur’s shares at the end of <strong>2004</strong>. Gorenjska banka considerably increased its stake in Merkur in <strong>2004</strong> as<br />
well. As far as the employees are concerned, 29.5% of total staff own 7.4% Merkur’s shares, and this is by<br />
2.3 percentage points more than at the end of 2003.<br />
Management and Supervisory Board Members Number of Shares Holding in %<br />
Management Board 4,546 0.374<br />
Kordež, Bine 1,516 0.125<br />
Čelesnik, Goran 1,022 0.084<br />
Vauhnik, Viktor 810 0.067<br />
Jelovčan, Milan 709 0.058<br />
Kajzer, Marijanca 489 0.040<br />
Supervisory Board 3,649 0.301<br />
Piskernik, Jakob 1,209 0.100<br />
Bertoncelj, Marta 1,366 0.112<br />
Dr. Subotič, Tomaž 510 0.042<br />
Tratnik, Gregor 340 0.028<br />
Hudobivnik, Igor 144 0.012<br />
Smrekar, Marjan 80 0.007<br />
Kušar, Igor - -<br />
Kavčič, Zlatko - -<br />
Gantar, Matjaž - -<br />
37<br />
AR <strong>2004</strong>
38<br />
AR <strong>2004</strong><br />
STAFF<br />
STAFF BY MERKUR GROUP’S COMPANIES<br />
Average no. of staff<br />
Company hours worked in <strong>2004</strong> 31 Dec. <strong>2004</strong> 31 Dec. 2003<br />
Merkur, d. d. 2,380 2,523 2,453<br />
Subsidiaries in Slovenia 484 481 466<br />
Bofex 484 481 455<br />
Kovinotehna 0 0 11<br />
Subsidiaries abroad 294 366 189<br />
Merkur International Praha, spol. S.r.o. 11 9 11<br />
Perles Merkur Italia, s.r.l., Villesse 7 7 8<br />
Merkur International Zagreb, d. o. o. 239 311 142<br />
Merkur MI Handels GmbH, München 4 4 3<br />
Merkur Makedonija, doo, Skopje 13 12 10<br />
Inter<strong>merkur</strong>, d. o. o., Sarajevo 10 11 9<br />
Merkur International Beograd, d. o. o. 10 12 6<br />
Merkur Group 3,158 3,370 3,108<br />
PERSONNEL BY INDIVIDUAL DEPARTMENTS AS AT 31 DEC. <strong>2004</strong><br />
Number of<br />
Departments of Merkur, d. d. employees %<br />
Commercial Department and Sales 77 3.1<br />
Logistics 451 17.9<br />
Retail Sales 1,210 48.0<br />
Wholesale 220 8.7<br />
Purchasing Department 195 7.7<br />
Sales to Foreign Markets 60 2.3<br />
Other 310 12.3<br />
MERKUR, d. d. 2,523 100.0<br />
In comparison to 2003, the personnel qualification profile did not change essentially in <strong>2004</strong>. Merkur has<br />
been trying to increase its education level by employing educated individuals and by the further training<br />
of its employees. Merkur gives its employees the opportunity to enrol in studies while still performing<br />
their regular jobs, especially to those who aspire to work as sales officers.<br />
In <strong>2004</strong>, the profile of the employees did not change much in comparison to the year before. The proportion<br />
between men and women was 56.6% to 43.4% in favour of men. Most of the employees belonged to the<br />
age group from 36 to 45 years of age. The majority of employees under 25 worked in two departments,<br />
Retail Sales and Logistics. Average age for men in Merkur was 39.6 years, and 39.0 years for women. In<br />
general, the average age of Merkur’s employees was 39.3 years, and was roughly the same as in 2003. The<br />
average age and the average working period was gradually increasing, and reached 19.0 years for men and<br />
19.7 for women. Average working period was 19.4 years, or just under half a year more than in 2003.
Permanent training closely follows<br />
the adopted business strategy and<br />
implementation of new projects.<br />
Learning and gaining experience<br />
are both part of the regular working<br />
process.<br />
39<br />
AR <strong>2004</strong>
40<br />
AR <strong>2004</strong><br />
QUALIFICATION PROFILE OF THE EMPLOYEES AS AT 31 DECEMBER <strong>2004</strong><br />
ABSENCES AND FLUCTUATION<br />
In <strong>2004</strong>, sicknesses-related absences increased by 0.47% in comparison to 2003.<br />
In comparison to 2003, the fluctuation (number of new employments and termination of working<br />
relationships) increased in <strong>2004</strong>. The Retail Sales employed most of the new workers, because a new sales<br />
centre opened in BTC – Ljubljana, and the Celje centre was enlarged. It was closely followed by Logistics, the<br />
increase being due to more work, and to absenteeism of workers (termination of working relationship, sick<br />
leaves, maternity leaves). The most common reason for termination of a working relationship in <strong>2004</strong> was<br />
mutually agreed termination of the contract on employment. In <strong>2004</strong>, the fluctuation rate totalled 4.90, and<br />
saw a slight increase if compared to the year before, mostly in the following departments: Logistics, Retail<br />
Sales and Purchasing Department. In other departments the fluctuation proved to be not significant.<br />
MERKUR: ORGANISATION OF COMPETENT PEOPLE PROGRAMME<br />
Merkur Organizacija Kompetentnih Ljudi (MOKL) (Merkur: Organisation of Competent People) was<br />
designed to implement the basic human resource objectives determined in Vision of 2001 at the Merkur<br />
Group level. This human resource project translated the visions and strategies into the everyday practice,<br />
and alleviated the drawbacks in human resource area.<br />
In <strong>2004</strong>, in observance of the MOKL design, Merkur introduced the last two modules, Upravljanje delovne<br />
uspešnosti (Working Efficiency Management) and Razvoj kadrov (Human Resource Development). The<br />
employers carried out regular annual discussions with their employees. These serve as an important<br />
communication tool employed to analyse the achievements at work, draw assignment schemes, set the<br />
future objectives, and consider promotion for each employee individually.<br />
The Slovene financial magazine, Gospodarski vestnik, proclaims the best HRM project in Slovenia every<br />
year. Merkur entered the competition with its project Prenova in informatizacija letnih razgovorov<br />
(Modernisation and Computer Support of the Regular Annual Discussions), and won the second place<br />
once again. This placement proved that Merkur had implemented modern methods in the area of human<br />
resources, and successfully applied new technologies.<br />
ORGANISATIONAL CLIMATE<br />
Secondary<br />
Primary Semi- school / Higher University<br />
Unskilled school skilled Skilled Highly skilled education degree<br />
Qualification levels Level I Level II Level III Level IV Level V Level VI Level VII Total<br />
Merkur, d. d.<br />
Number of staff 74 134 22 859 1,052 179 203 2,523<br />
% 2.9 5.3 0.9 34.1 41.7 7.1 8.0 100.0<br />
Merkur Group<br />
Number of staff 77 134 71 1,089 1,538 203 258 3,370<br />
% 2.3 4.0 2.1 32.3 45.6 6.0 7.7 100.0<br />
In <strong>2004</strong>, Merkur applied the SiOK method for the fourth consecutive year. The method was devised<br />
by the Chamber of Commerce and Industry of Slovenia to measure the organisational climate in the<br />
companies. Over the past eight years, the climate in Merkur was measured by a selected sample of<br />
employees. In <strong>2004</strong>, however, the research for the first time included all Merkur’s employees.<br />
The employees’ response rate to the questionnaire was 64%, which is a relatively high response level, and<br />
provided a solid research sample. The results proved to be quite satisfactory. According to the measurements,<br />
the average of the basic 12 categories amounted to 3.60. In Merkur International Croatia, the result was<br />
almost equal to that of the parent company. However, the total of SiOK 2003 was by 0.03 points higher than<br />
total SiOK <strong>2004</strong>. The difference arose because the sample was much larger in <strong>2004</strong> than the year before. In<br />
terms of the organisational climate, Merkur kept approximately the same level as in 2003, even though it<br />
dropped for the fourth successive time on the national level, and for the first time in the trading industry.
A rather high level of satisfaction of Merkur’s employees resulted from carefully planned work, long-term<br />
investments into the employees, and allowed benefits. The employees have the opportunities for training<br />
and education, and are included into the subsidised additional pension insurance scheme, may obtain a<br />
loan to buy or renovate their homes, participate in various sports or cultural events, spend their holidays<br />
at Merkur’s holiday facilities, and their children receive Christmas presents, etc.<br />
4.50<br />
4.00<br />
3.50<br />
3.00<br />
2.50<br />
2.00<br />
3.94<br />
Attitude towards quality<br />
EDUCATION<br />
3.81 3.78 3.88<br />
Creativity<br />
Motivation and dedication<br />
Loyalty to the firm<br />
3.51<br />
MERKUR 04 SLO 04 TRADE 04<br />
3.69 3.70<br />
3.51 3.65<br />
3.45<br />
3.17 3.14<br />
In <strong>2004</strong>, Merkur’s training budget totalled SIT 106.7 million. This may translate into 48,921 study hours.<br />
From that, 29,720 or nearly 61% were organised during the regular working time, and slightly less than<br />
40% after it. An average employee spent 23.95 hours on education (the external afternoon studies are not<br />
included). The bulk of courses took place inside Merkur (39%), and 37% of the attendants enrolled for<br />
specialised merchandise-oriented forms of training.<br />
Lecturers from Merkur and guest lecturers were invited to organise 32 different seminars and lectures,<br />
attended by a total of 3,012 people. In <strong>2004</strong>, 183 employees continued studies while still performing their<br />
regular jobs, from that 88% enrolled for studies to complete either VII or VIII level of schooling.<br />
Merkur received its third consecutive TOP 10 prize awarded by GV Izobraževanje, in co-operation with<br />
“Sofos,” to the most successful companies in the area of education and training. Only two other Slovene<br />
companies share the success with Merkur.<br />
NEW EMPLOYMENT CONTRACTS<br />
Relationships in the company<br />
Qualifications and learning<br />
Awareness of mission, vision and objectives<br />
On 1 January <strong>2004</strong>, the new collective agreement for companies entered into force, and Merkur was<br />
the first enterprise from Gorenjska region to have signed it. The basic guideline for the contract was to<br />
keep the employees’ rights and duties relatively unchanged in comparison to the previous collective<br />
agreement. The draft contract had been thoroughly discussed in all working environments to ensure that<br />
the shop steward and the Chairman of the Management Board signed an agreement which meets the<br />
expectations of the majority of employees.<br />
Organisation<br />
Management<br />
Personnel interaction and information flow<br />
Career advancement<br />
Employees<br />
Remuneration<br />
3.62<br />
Additional questions on systems<br />
4.07<br />
Comparisons<br />
3.66<br />
Satisfaction<br />
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EMPLOYEE ADVANTAGES<br />
Merkur provides for working environment, and offers its employees opportunities for training and<br />
promotion. In addition to that, the employees may benefit from Merkur’s 67 holiday facilities offering<br />
a total of 346 beds in health resorts, mountain accommodation, and on the coast. The employees<br />
may apply for loans to renovate or buy their homes as well. In <strong>2004</strong>, Merkur continued its regular<br />
contributions for subsidised additional pension funds for its employees, which will improve their social<br />
security retirement benefits.<br />
SAFETY AT WORK<br />
According to the data provided by Služba za zdravo delo (Service for Protection of Safety and Health<br />
at Work), 66 employees received injuries at work, which translated to 1,087 days lost to work. This<br />
amounted to four injuries and 44 lost working days more than last year. Thirty people sustained injuries<br />
upon their way to or from work, or 11 more than in 2003. The number of lost working days due to injuries<br />
amounted to 773 or 63% more than the year before. The seriousness of injuries sustained at work, which<br />
is presented by average lost days, dropped from 18 to 16.<br />
Legislative requirements themselves do not alone suffice to make the working environment safe. Safety<br />
has become an integral part of any Management Board’s business policy. It must be observed by all the<br />
employees, whose duty is to prevent injuries at work to the greatest possible extent. Služba za zdravo<br />
delo (Service for Protection of Safety and Health at Work) works hard to develop and promote the safety<br />
culture, so that every employee embraces and becomes aware of it. This is the only way to reduce the<br />
number of injuries at work.<br />
SOCIAL ROLE OF THE MERKUR GROUP<br />
The Merkur Group’s management policy is to stimulate, respect and co-operate with all the stakeholders<br />
in the environments where Merkur is present. These list as follows:<br />
• Business environment shared by two large groups of buyers: more than one thousand legal entities, and<br />
more than three-hundred thousand end consumers;<br />
• Internal environment of Merkur and its subsidiaries, consisting of 3,370 employees;<br />
• Wide circle of shareholders, who trust in the company, its performance and success;<br />
• Stakeholders, who follow the operations and are in any other way connected with Merkur in all those<br />
environments where Merkur has built its sales centres, business premises and logistic facilities.<br />
Mutual attention, respect and wish to overcome any hindrances, are essential to make stakeholders<br />
satisfied and to develop Merkur in all environments, so that the necessary adjustments are made.<br />
Merkur acts highly responsibly and monitors the satisfaction in different environments. If the stakeholders<br />
require more attention or different management, Merkur immediately undertakes appropriate measures.<br />
The company does constant research which primarily focuses on the customers and employees. The<br />
customers believe that the company is reliable, trustworthy, and – with its wide assortment of highquality<br />
goods – a market leader. According to the analyses, the employees are satisfied, have the chances<br />
for training and promotion, and understand that Merkur and the entire Group must develop. Merkur is<br />
acclaimed externally, and offers chances for safe long-term investments to the investors.<br />
BUSINESS PERFORMANCE AND CONTROL<br />
Since its very beginning, Merkur has been a well-organised, uniform, and well-managed company. The<br />
firm has exerted control over all the processes in the company. The control had been particularly strict<br />
in the areas of finances, accounting and controlling. It further tightened in the times of hyper-inflation<br />
followed by financial consolidation of the economy. The company has made great progress in controlling<br />
the receivables, which are one of the company’s best controlled items at present.
Merkur has recently undergone considerable changes. The company underwent the process of<br />
reorganisation between 1998 and 2003. The functions and procedures in commerce, purchasing,<br />
wholesale, retail and logistics have changed the most. The responsibilities and competences of the<br />
managers were specified in great detail. KAS (Commercial Analytic System), a very powerful company<br />
analysis tool, has been introduced. In addition to that, an exact scheme has been drawn up to plan and<br />
measure the performance, control core groups of products, sales channels and buyers. Upon mergers<br />
with Kovinotehna, Soča and Novotehna, Merkur developed new a corporate culture and values.<br />
Flexible strategies, projects, and carefully designed commercial processes supported by other processes,<br />
ensure for consistent development, constant growth, successful performance and good management.<br />
Merkur has strengthened its control over the fast-growing subsidiaries. These are not only required to<br />
prepare the regular monthly accounting and financial statements and undergo external audit annually,<br />
but special control is also exerted over their financial operations, receivables, inventories and other<br />
important items. Merkur has established an internal auditing service which carries out preliminary<br />
internal audit in the company and its subsidiaries.<br />
The strategic programme IMER – Internacionalizacija poslovnega modela Merkur (Internationalisation of<br />
the Merkur Business Model) has now been launched. Its objective is to apply uniform business processes,<br />
logistic operations, and management in the entire Merkur Group. To do that, partial reorganisation of<br />
the Group will be unavoidable. The programme will provide for flexible operations of the Group, uniform<br />
management and thorough control. The strategic IMER programme focuses on central management and<br />
control of the subsidiaries on the level of individual business transactions.<br />
ENVIRONMENTAL <strong>REPORT</strong><br />
Already in the preliminary activities for the construction of its sales centres, warehousing facilities and<br />
office buildings, Merkur constantly observes environmental standards. The construction burdens the<br />
environment as little as possible, and all the environmental standards and requirements of the closest<br />
neighbours are observed. After the buildings are put to use, Merkur controls them closely and takes good<br />
care that the buildings and the related activities do not affect the environment. The sources of energy,<br />
materials and technologies employed in heating and cooling of buildings are all environmentally friendly,<br />
and the company has also introduced monitoring of energy use and consumption.<br />
All the employees are committed to environmental protection. Constant training ensures safe and nonhazardous<br />
handling of goods and raw materials. Railroad tracks have been laid to all the company’s<br />
largest warehousing facilities to replace the less environment-friendly road transport connections. Upon<br />
purchase of small and major, audio and video appliances, customers are entitled to ask Merkur to take<br />
over and deposit free of charge their used appliances at the appropriately equipped depots. Merkur has<br />
successfully implemented several other environmental projects.<br />
Used batteries, battery inserts, and certain electronic parts pose a threat to the environment, in particular<br />
if they contain lead, cadmium, and certain other hazardous substances. Merkur intends to collect such<br />
merchandise upon the customer’s request, and to ask suppliers to dispose of the hazardous waste in the<br />
most appropriate way. If goods include non-hazardous substances, appropriate certificates are issued to<br />
the customers, confirming that the chosen items are not dangerous for health.<br />
Legal provisions are closely observed in dangerous substances. Projekt EMB, governing packaging materials<br />
and hazardous waste disposal, has entered its final stage. All the waste materials generated in Merkur are<br />
identified, brought in line with the plan and appropriately sorted. In <strong>2004</strong>, the project on disposal of used<br />
batteries and battery inserts was completed. It was implemented to deal with other waste materials as well,<br />
including chemicals, waste oil, office materials, especially ink cartridges, glue and detergents.<br />
SPORTS, CULTURE AND CHARITY<br />
Social Role<br />
Social responsibility of the company is always reflected in the welfare of people and the environment.<br />
Merkur has in mind its employees and their families, customers and different interest groups. So far<br />
Merkur has attended to the needs expressed in different social environments. In critical moments, Merkur<br />
offered moral and financial support to various groups and individuals, while still observing its business<br />
strategy, company’s values, and financial limits. Merkur is an inseparable part of the wider society, and it<br />
re-invests into it as much as it can.<br />
43<br />
AR <strong>2004</strong>
44<br />
AR <strong>2004</strong><br />
Merkur set aside a fund in total of SIT 110 million for various charitable activities. The company financially<br />
assisted individuals and groups beyond Merkur, and those employees who were in need of financial<br />
assistance. A certain amount was invested into environmental projects and for the construction of<br />
environment-friendly buildings presented as investment costs.<br />
The company has bonded strongly with the towns marked by Merkur’s business beat. Those towns<br />
gratefully accept Merkur’s donations for humanitarian, sports, and cultural activities. Many would fare<br />
much worse were it not for Merkur’s financial assistance. Merkur has streamlined its donation to towns<br />
mostly overlooked by large sponsors, and especially to activities not directly advertised in the media, very<br />
much appreciated by other sponsors.<br />
Merkur has been a long-term sponsor of institutions that take care of physically and mentally disabled<br />
children. In <strong>2004</strong>, another donor action was launched: “Drevo dobrih želja” (Wishing-well Tree). Merkur<br />
raises funds together with the Relief Foundation for Children, our customers and suppliers. Funds are<br />
collected for children who have developed cancer, and for prevention of other serious diseases. This<br />
action will certainly continue.<br />
For several years now, Merkur has sponsored cultural events. Prešernovo gledališče (Prešeren’s Theatre)<br />
from Kranj has been sponsored to organise “Teden slovenske drame” (The Week of Drama Performances),<br />
and Slovensko ljudsko gledališče Celje (Celje Theatre) to stage “Dnevi komedije” (Days of Comedy).<br />
Merkur’s funds have also been involved in staging the opera performances in Kranj.<br />
Merkur is proud of many young and upcoming athletes, their results and work with younger generations.<br />
The ski-runners and female table tennis players from Kranj, and female basketball players from Celje<br />
have assumed Merkur’s name. For several years, all three clubs have been national champions in their<br />
respective categories.
Merkur is aware of its social<br />
responsibility for the future, and<br />
the company acts very responsibly<br />
towards the society and the<br />
environment.<br />
45<br />
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46<br />
AR <strong>2004</strong>
FINANCIAL STATEMENTS<br />
FOR <strong>2004</strong><br />
47<br />
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48<br />
AR <strong>2004</strong><br />
FINANCIAL HIGHLIGHTS OF <strong>2004</strong><br />
OPERATING PROFIT<br />
In <strong>2004</strong>, Merkur Group’s net sales amounted to SIT 178.7 billion, whilst those of Merkur totalled SIT<br />
152.1 billion. This figure represents 25% more than sales for the previous year, and the plan for <strong>2004</strong> was<br />
exceeded by slightly more than 10%. Gross profit increase lagged only slightly behind growth in net<br />
sales revenues. Merkur’s operating costs increased considerably less than gross profit, so operating profit<br />
doubled in comparison to the 2003 figure, and exceeded the plan by a half. In Merkur Group, cost increase<br />
showed somewhat slower growth than that of gross profit. In comparison to 2003 figures, operating profit<br />
and net sales revenues presented an equal rate of growth. Merkur’s net operating profit amounted to SIT<br />
2.81 billion, while the Merkur Group’s operating profit was SIT 150 million less than that. Both, however,<br />
were larger than in 2003, with Merkur up by 19% and the Merkur Group up 15% respectively. Merkur<br />
therefore exceeded its profit plan, whilst the Merkur Group realised 95% of the plan for <strong>2004</strong>.<br />
ASSETS AND LIABILITIES<br />
As at 31 December <strong>2004</strong>, assets and liabilities of Merkur amounted to SIT 127.0 billion, whilst those of<br />
Merkur Group reached SIT 140.4 billion, 10% and 17% more respectively than at the end of 2003. Equity<br />
to liabilities at the end of <strong>2004</strong> amounted to 31.8% in Merkur, and 27.3 in Merkur Group, which was 1.5<br />
and 3.1 percentage points less than the year before.<br />
RETURN ON EQUITY<br />
Net return on equity ratio (ROE) at Merkur rose from 7.0% in 2003 to 7.4% in <strong>2004</strong>. In the Group, ROE<br />
amounted to 7.3% in <strong>2004</strong>. In <strong>2004</strong>, return on assets ratio (ROA) grew by 8% and amounted to 2.3% at<br />
Merkur, and 2.0% at Merkur Group respectively.<br />
SOLVENCY<br />
In <strong>2004</strong>, solvency in settling short-term liabilities improved, which is reflected in quick and short-term<br />
ratios. In Merkur, these grew by 15% and 23% in comparison to their respective figures for 2003.<br />
TURNOVER OF RECEIVABLES AND LIABILITIES<br />
In <strong>2004</strong>, Merkur and Merkur Group presented positive trends in turnover of receivables and settlement of<br />
liabilities. In <strong>2004</strong>, the period for the collection of receivables dropped by 10 days in comparison to 2003,<br />
averaging 107 days in Merkur. In Merkur Group the collection period dropped by 15 days and averaged<br />
106 days. In <strong>2004</strong>, the average collection period for short-term liabilities in Merkur dropped by 34 days<br />
and in Merkur Group by 27 days respectively in comparison to 2003.<br />
RATIONALITY AND PRODUCTIVITY<br />
In <strong>2004</strong>, Merkur’s net profitability amounted to 1.77%, and to 1.42% at Merkur Group. The average<br />
number of employees in Merkur grew by 1.4% according to the calculated hours worked, and by 6.2% in<br />
Merkur Group, yet net revenues and net profit saw an even sharper rise, so employee-related indicators<br />
improved substantially in comparison to 2003 as well. Added value per employee in <strong>2004</strong> totalled SIT<br />
7.77 million in Merkur, and SIT 6.77 million in Merkur Group, while labour costs per employee averaged<br />
SIT 4.54 million and SIT 4.21 million respectively per annum.<br />
INVESTMENTS<br />
The Merkur Group invested substantially in intangible long-term assets, which include fixed assets<br />
acquired on the basis of a financial lease in BTC Ljubljana and Hudinja in Celje, and software. Tangible<br />
fixed assets were augmented by the addition of three new sales centres in Croatia, modernisation and<br />
extension of four sales centres in Slovenia, further construction of the warehousing facilities in Naklo,<br />
purchase of land and preparation work for the construction of new sales centres and warehouses in the<br />
countries of the former Yugoslavia. In <strong>2004</strong>, investments in intangible and tangible fixed assets in Merkur<br />
Group amounted to SIT 8.5 billion. Considering sales of real estate and equipment, and including the<br />
depreciation, intangible and tangible fixed assets grew by SIT 4.8 billion.
AUDITED FINANCIAL STATEMENTS OF MERKUR, D. D.<br />
BALANCE SHEET OF MERKUR, D. D.<br />
Financial Statements of Merkur, d. d.<br />
SIT thousand % %<br />
Item Note 31 Dec. <strong>2004</strong> 31 Dec. 2003 Index 31 Dec. <strong>2004</strong> 31 Dec. 2003<br />
ASSETS 127,014,480 115,757,981 110 100.0 100.0<br />
A. FIXED ASSETS 54,643,828 61,870,551 88 43.0 53.5<br />
I. Intangible fixed assets 4.1. 2,728,583 1,424,328 192 2.1 1.2<br />
II. Tangible fixed assets 4.2. 38,432,759 35,809,369 107 30.3 31.0<br />
III. Long-term investments 4.3. 13,482,486 24,636,854 55 10.6 21.3<br />
B. CURRENT ASSETS 72,233,400 53,752,252 134 56.9 46.4<br />
I. Inventories 4.4. 25,742,510 16,768,994 154 20.3 14.5<br />
II. Operating receivables 4.5. 40,268,740 31,389,113 128 31.7 27.1<br />
a) Long-term operating receivables 330,525 147,742 224 0.3 0.1<br />
b) Short-term operating receivables 39,938,215 31,241,371 128 31.4 27.0<br />
III. Short-term investments 4.6. 6,036,384 5,281,171 114 4.8 4.5<br />
IV. Cash at banks, cheques, and cash in hand 4.7. 185,766 312,974 59 0.1 0.3<br />
C. DEFERRED COSTS AND ACCRUED REVENUES 4.8. 137,252 135,178 102 0.1 0.1<br />
LIABILITIES AND EQUITY 127,014,480 115,757,981 110 100.0 100.0<br />
A. EQUITY 4.9. 40,371,825 38,501,179 105 31.8 33.3<br />
I. Called-up capital 12,145,850 12,145,850 100 9.5 10.5<br />
II. Capital surplus 4,809,029 4,713,830 102 3.8 4.1<br />
III. Reserves from profit 2,260,428 1,598,242 141 1.8 1.4<br />
IV. Retained earnings from previous years 8,341,867 6,670,738 125 6.6 5.8<br />
V. Net profit or loss for the accounting period 1,810,138 2,368,430 76 1.4 2.0<br />
VI. Equity capital revaluation reserves 11,004,513 11,004,089 100 8.7 9.5<br />
B. PROVISIONS 4.10. 124 68 182 0.0 0.0<br />
C. FINANCIAL AND OPERATING LIABILITIES 84,963,018 76,949,577 110 66.9 66.4<br />
I. Long-term financial and operating liabilities 18,336,959 16,056,167 114 14.4 13.8<br />
a) Long-term financial liabilities 4.11. 17,499,308 15,197,565 115 13.8 13.1<br />
b) Long-term operating liabilities 4.12. 837,651 858,602 98 0.6 0.7<br />
II. Short-term financial and operating liabilities 66,626,059 60,893,410 109 52.5 52.6<br />
a) Short-term financial liabilities 4.13. 36,133,114 25,290,634 143 28.4 21.8<br />
b) Short-term operating liabilities 4.14. 30,492,945 35,602,776 86 24.1 30.8<br />
D. ACCRUED COSTS AND DEFERRED REVENUES 4.15. 1,679,513 307,157 547 1.3 0.3<br />
OFF-BALANCE SHEET ITEMS 4.16. 51,871,942 47,478,746 109<br />
49<br />
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AR <strong>2004</strong><br />
INCOME STATEMENT OF MERKUR, D. D.<br />
SIT thousand<br />
Item Note <strong>2004</strong> 2003 Index<br />
1. NET SALES REVENUES 5.1. 152,100,851 121,363,982 125<br />
2. Purchase value of goods sold 125,166,102 99,379,867 126<br />
3. GROSS PROFIT OR LOSS FROM SALES (1 - 2) 26,934,749 21,984,115 123<br />
4. Selling expenses 5.2. 16,555,890 14,835,482 112<br />
5. Administrative expenses 5,913,440 5,070,416 117<br />
a) Normal administrative expenses 5.2. 5,255,715 4,627,132 114<br />
b) Revalued operating expenses from intangible fixed assets<br />
and tangible fixed assets 5.3. 36,844 43,685 84<br />
c) Revalued operating expenses from current assets 5.3. 620,881 399,599 155<br />
6. Other operating revenues 5.4. 569,870 376,977 151<br />
OPERATING PROFIT OR LOSS FROM SALES (1 - 2 - 4 - 5 + 6) 5,035,289 2,455,194 205<br />
7. Financial revenues from shares 5.5. 3,978,459 2,631,701 151<br />
8. Financial revenues from long-term receivables 5.5. 246,327 228,368 108<br />
9. Financial revenues from short-term receivables 5.5. 1,874,840 1,818,593 103<br />
10. Financial expenses for write-offs of long-term and short-term financial investments 5.5. 3,525,989 743,575 474<br />
11. Financial expenses for interests and other liabilities 5.5. 4,394,908 3,973,083 111<br />
12. NET PROFIT OR LOSS FROM ORDINARY ACTIVITIES<br />
(1 - 2 - 4 - 5 + 6 + 7 + 8 + 9 - 10 - 11) 3,214,018 2,417,198 133<br />
13. Extraordinary revenues 5.6. 106,053 78,688 135<br />
14. Extraordinary expenses 5.6. 372,700 98,248 379<br />
15. PROFIT OR LOSS FROM EXCEPTIONAL ITEMS (13 - 14) - 266,647 - 19,560 -<br />
16. Income tax 5.7. 137,233 29,208 470<br />
17. NET PROFIT OR LOSS OF THE BUSINESS YEAR (12 + 15 - 16) 5.8. 2,810,138 2,368,430 119<br />
APPROPRIATION OF THE <strong>2004</strong> DISTRIBUTABLE NET PROFIT<br />
SIT thousand<br />
Item 31 December <strong>2004</strong><br />
1. Net profit for the financial year <strong>2004</strong> 2,810,138<br />
a) Losses carried forward -<br />
b) Legal reserves -<br />
c) Own shares 230,116<br />
d) Other reserves from profit 1,000,000<br />
2. Undistributed net profit of the business year,<br />
carried forward as the <strong>2004</strong> distributable profit 1,580,022<br />
In observation of the Management Board’s resolution, net profit of the business year <strong>2004</strong> totalling<br />
SIT 230,116,451.04 shall be employed to form reserves for own shares, which were acquired and paid in<br />
<strong>2004</strong>. Furthermore, a part of the net profit for the business year <strong>2004</strong> shall serve to form reserves in total<br />
of SIT 1,000,000,000.00. The remaining net profit in total of SIT 1,580,022,253.70 shall be carried forward<br />
as the <strong>2004</strong> distributable profit.
CASH FLOW STATEMENT OF MERKUR, D. D.<br />
Financial Statements of Merkur, d. d.<br />
SIT thousand<br />
Item <strong>2004</strong> 2003 Index<br />
A. CASH FLOWS FROM OPERATING ACTIVITIES<br />
a) Inflows from operating activities 143,199,409 119,500,833 120<br />
Operating revenues 152,616,353 121,740,768 125<br />
Extraordinary revenues associated with operations 106,053 78,688 135<br />
Opening minus closing operating receivables - 9,520,923 - 2,373,270 401<br />
Opening minus closing deferred costs and accrued revenues - 2,074 54,647 -<br />
b) Outflows from operating activities 158,219,856 114,336,392 138<br />
Operating expenses excluding depreciation and long-term provisions 144,979,958 116,964,813 124<br />
Extraordinary expenses associated with operations 372,700 98,248 379<br />
Income tax and any other tax not included in operating expenses 137,233 29,208 470<br />
Closing minus opening inventories 9,037,003 1,727,114 523<br />
Opening minus closing operating debt 5,065,318 - 4,651,316 -<br />
Opening minus closing accrued costs and deferred revenues - 1,372,356 168,325 -<br />
c) Net outflows (-) or inflows (+) from operating activity - 15,020,447 5,164,441 -<br />
B. CASH FLOWS FROM INVESTMENT ACTIVITIES<br />
a) Inflows from investing 11,746,751 2,497,544 470<br />
Financial revenues associated with the investment activities * 3,591,656 2,497,544 144<br />
Net decrease in long-term investments* 8,155,095 - -<br />
b) Outflows from investing activities 6,682,798 10,141,067 66<br />
Net increase in intangible fixed assets ** 1,558,527 743,276 210<br />
Net increase in tangible fixed assets ** 4,403,713 4,404,366 100<br />
Net increase in long-term investments * - 2,271,789 -<br />
Net increase in short-term investments * 720,558 2,721,636 26<br />
c) Net inflows (+) or outflows (-) from investing activities 5,063,953 - 7,643,523 -<br />
C. CASH FLOWS FROM FINANCING ACTIVITIES<br />
a) Inflows from financing activities 15,086,741 13,628,616 111<br />
Financial revenues associated with financing activities* 1,942,518 2,048,274 95<br />
Increase in equity capital (excluding net profit) - 6,946,000 -<br />
Net increase in long-term financial debt * 2,301,743 4,634,342 50<br />
Net increase in short-term financial debt * 10,842,480 - -<br />
b) Outflows from financing activities 5,257,455 11,212,521 47<br />
Financial expenses associated with financing activities * 4,317,963 3,973,081 109<br />
Decrease in equity capital (excluding net loss for the period) 939,492 1,168,007 80<br />
Net decrease in short-term financial debt * - 6,071,433 -<br />
c) Net inflows (+) from financing activities 9,829,286 2,416,095 407<br />
D. CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 185,766 312,974 59<br />
x) Net flow for the period (sum total of net cash<br />
receipts / disbursements under Ac, Bc in Cc) - 127,208 - 62,987 202<br />
y) Opening balance of cash flow and cash equivalents 312,974 375,961 83<br />
* excluding revaluation<br />
** excluding revaluation and tangible capital contributions<br />
51<br />
AR <strong>2004</strong>
52<br />
AR <strong>2004</strong><br />
STATEMENT OF CHANGES IN EQUITY CAPITAL OF MERKUR, D. D.<br />
FOR THE PERIOD FROM 1 JANUARY <strong>2004</strong> UNTIL 31 DECEMBER <strong>2004</strong><br />
CALLED-UP CAPITAL<br />
CAPITAL SURPLUS RESERVES FROM PROFIT<br />
SIT thousand<br />
Reserves<br />
Share Capital Legal for own Other<br />
Capital items capital surplus reserves shares reserves<br />
A. Opening balance as at 1 January <strong>2004</strong> 12,145,850 4,713,830 1,330,273 267,505 464<br />
B. Equity capital inflows 0 2,894 0 0 0<br />
Entry of net profit or loss of the period - - - - -<br />
Entry of the amount of the specific equity<br />
capital revaluation adjustments - - - - -<br />
Other increases of equity capital components - 2,894 - - -<br />
C. Changes in equity capital 0 92,305 0 - 267,505 999,536<br />
The 2003 net retained earnings - - - - -<br />
Distribution of net profit for the financial year to other<br />
reserves according to the Management Board’s decision - - - - 1,000,000<br />
Creation of reserves for own shares from other<br />
equity capital components - - - 230,116 -<br />
Elimination of reserves for own shares<br />
from other equity capital components - 92,305 - - 497,621 - 464<br />
D. Equity capital outflows 0 0 0 0 - 69,845<br />
Payment of dividends and other participations in capital - - - - -<br />
Other eliminated equity capital components - - - - - 69,845<br />
E. Closing balance as at 31 December <strong>2004</strong> 12,145,850 4,809,029 1,330,273 0 930,155<br />
NET PROFIT OF<br />
RETAINED THE FINANCIAL EQUITY CAPITAL<br />
NET PROFIT YEAR REVALUATION ADJUSTMENTS<br />
SIT thousand<br />
Retained Net profit of General equity Specific equity<br />
net the financial capital revalua- capital revalua- TOTAL<br />
Capital items profit year tion adjustment tion adjustment CAPITAL<br />
A. Opening balance as at 1 January <strong>2004</strong> 6,670,738 2,368,430 11,004,089 0 38,501,179<br />
B. Equity capital inflows 0 2,810,138 0 424 2,813,456<br />
Entry of net profit or loss of the period - 2,810,138 - - 2,810,138<br />
Entry of the amount of the specific<br />
equity capital revaluation adjustments - - - 424 424<br />
Other increases of equity capital components - - - 2,894<br />
C. Changes in equity capital 2,544,094 - 3,368,430 0 0 0<br />
The 2003 net retained earnings 2,368,430 - 2,368,430 - - 0<br />
Distribution of net profit for the financial year to other<br />
reserves according to the Management Board’s decision - - 1,000,000 - - 0<br />
Creation of reserves for own shares from<br />
other equity capital components - - 230,116 - - 0<br />
Elimination of reserves for own shares<br />
from other equity capital components 175,664 230,116 - - 0<br />
D. Equity capital outflows - 872,965 0 0 0 - 942,810<br />
Payment of dividends and other participations in capital - 872,965 - - - - 872,965<br />
Other eliminated equity capital components - - - - - 69,845<br />
E. Closing balance as at 31 December <strong>2004</strong> 8,341,867 1,810,138 11,004,089 424 40,371,825
STATEMENT OF CHANGES IN EQUITY CAPITAL OF MERKUR, D. D.<br />
FOR THE PERIOD FROM 1 JANUARY 2003 UNTIL 31 DECEMBER 2003<br />
Financial Statements of Merkur, d. d.<br />
CALLED-UP CAPITAL<br />
CAPITAL SURPLUS RESERVES FROM PROFIT<br />
SIT thousand<br />
Reserves<br />
Share Capital Legal for own Other<br />
Capital items capital surplus reserves shares<br />
A. Opening balance as at 1 January 2003 9,125,850 787,830 1,330,273 267,969 513,050<br />
B. Equity capital inflows 3,020,000 3,926,000 0 0 0<br />
Subscription of called-up share capital 3,020,000 - - - -<br />
Entry of additional payments of capital - 3,926,000 - - -<br />
Entry of net profit or loss of the period - - - - -<br />
Other increases of equity capital components - - - - -<br />
C. Changes in capital 0 0 0 - 464 464<br />
Creation of reserves for own shares<br />
from other equity capital components - - - 137,700 - 137,700<br />
Elimination of reserves for own shares<br />
from other equity capital components - - - - 138,164 138,164<br />
The 2002 retained net earnings - - - - -<br />
D. Equity capital outflows 0 0 0 0 - 513,050<br />
Payments of dividends and other participations in capital - - - - - 513,050<br />
E. Closing balance as at 31 December 2003 12,145,850 4,713,830 1,330,273 267,505 464<br />
NET PROFIT OF<br />
RETAINED THE FINANCIAL EQUITY CAPITAL<br />
NET PROFIT YEAR REVALUATION ADJUSTMENTS<br />
SIT thousand<br />
Net profit of General equity Specific equity<br />
Retained the financial capital revalua- capital revalua- TOTAL<br />
Capital items net profit year tion adjustment tion adjustment CAPITAL<br />
A. Opening balance as at 1 January 2003 5,519,112 1,806,583 11,004,089 - 30,354,756<br />
B. Equity capital inflows 1,596 2,368,430 0 0 9,316,026<br />
Subscription of called-up share capital - - - - 3,020,000<br />
Entry of additional payments of capital - - - - 3,926,000<br />
Entry of net profit or loss of the period - 2,368,430 - - 2,368,430<br />
Other increases of equity capital components 1,596 - - - 1,596<br />
C. Changes in equity capital 1,806,583 - 1,806,583 0 0 0<br />
Creation of reserves for own shares from<br />
other equity capital components - - - - -<br />
Elimination of reserves for own shares<br />
from other equity capital components - - - - -<br />
The 2002 retained net earnings 1,806,583 - 1,806,583 - - -<br />
D. Equity capital outflows - 656,553 0 0 0 1,169,603<br />
Payment of dividends and other participations in capital - 656,553 - - - - 1,169,603<br />
E. Closing balance as at 31 December 2003 6,670,738 2,368,430 11,004,089 0 38,501,179<br />
53<br />
AR <strong>2004</strong>
54<br />
AR <strong>2004</strong><br />
DISTRIBUTABLE PROFIT FOR <strong>2004</strong><br />
THE DISTRIBUTABLE PROFIT FOR <strong>2004</strong> INCLUDES THE FOLLOWING COMPONENTS:<br />
SIT thousand<br />
Item <strong>2004</strong><br />
1. Net profit for the financial year 2,810,138<br />
2. Retained net profit from previous periods 8,166,203<br />
3. Decrease in reserves 405,780<br />
a) Decrease in legal reserves -<br />
b) Decrease in reserves for own shares 405,780<br />
c) Decrease in statutory reserves -<br />
d) Decrease in other reserves from profit -<br />
4. Increase in reserves 1,230,116<br />
a) Increase in legal reserves -<br />
b) Increase in reserves for own shares 230,116<br />
c) Increase in statutory reserves -<br />
d) Increase in other reserves from profit 1,000,000<br />
5. Distributable profit for the financial year (1 + 2 + 3 - 4) 10,152,005<br />
Proposal on allocation of the distributable net profit for <strong>2004</strong><br />
The General Meeting of Shareholders will decide on Management and the Supervisory Boards’ proposal<br />
for the allocation of distributable net profit for <strong>2004</strong> in the amount of SIT 10,152,005,848.72.<br />
The Management Board will propose to the General Meeting of Shareholders to allocate the distributable<br />
profit for <strong>2004</strong> as follows:<br />
• Payment of dividends to shareholders in the amount of SIT 728,751,000.00,<br />
• Participation in profit to the Supervisory Board members in the amount of SIT 24,711,230.00,<br />
• Participation in profit to the Management Board members in the amount of SIT 31,695,300.00.<br />
A part of the distributable profit will be allocated for payment of dividends and participation in profit.<br />
Accumulated net profits from previous years until and including 1999, for which the five-year restriction<br />
related to the investment tax relief has expired, will be appropriated for the payment. According to the<br />
proposal, the dividend for <strong>2004</strong> would amount to SIT 600.00 gross per share.<br />
The remaining amount of distributable profit in total of SIT 9,366,848,318.72 shall remain undistributed<br />
and its employment will be decided in the year to come.
Core programme design follows the latest<br />
trends and innovations, which draws<br />
an enthusiastic response from Merkur’s<br />
customers, and encourages them to buy.<br />
Even the most demanding and experienced<br />
customers are satisfied.<br />
55<br />
AR <strong>2004</strong>
56<br />
AR <strong>2004</strong><br />
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF MERKUR GROUP<br />
CONSOLIDATED BALANCE SHEET OF MERKUR GROUP<br />
SIT thousand %<br />
Item Note 31 Dec. <strong>2004</strong> 31 Dec. 2003 Index 31 Dec. <strong>2004</strong> 31 Dec. 2003<br />
ASSETS 140,393,331 120,464,936 117 100.0 100.0<br />
A. FIXED ASSETS 57,553,765 53,098,697 108 41.0 44.1<br />
I. Intangible fixed assets 4.1. 5,199,483 4,022,480 129 3.7 3.4<br />
II. Tangible fixed assets 4.2. 42,358,822 38,673,979 110 30.2 32.1<br />
III. Long-term investments 4.3. 9,995,460 10,402,238 96 7.1 8.6<br />
B. CURRENT ASSETS 82,586,531 67,111,845 123 58.8 55.7<br />
I. Inventories 4.4. 34,575,944 24,839,589 139 24.6 20.6<br />
II. Operating receivables 4.5. 40,108,509 34,727,361 115 28.6 28.8<br />
a) Long-term operating receivables 339,976 149,623 227 0.2 0.1<br />
b) Short-term operating receivables 39,768,533 34,577,738 115 28.4 28.7<br />
III. Short-term investments 4.6. 6,449,694 6,273,961 103 4.6 5.2<br />
IV. Cash at banks, cheques, and cash in hand 4.7. 1,452,384 1,270,934 114 1.0 1.1<br />
C. DEFERRED COSTS AND ACCRUED REVENUES 4.8. 253,035 254,394 99 0.2 0.2<br />
LIABILITIES AND EQUITY 140,393,331 120,464,936 117 100.0 100.0<br />
A. EQUITY 4.9. 38,395,464 36,666,290 105 27.3 30.4<br />
A./1 MAJORITY SHAREHOLDERS’ EQUITY 38,372,611 36,644,634 105 27.3 30.4<br />
I. Called-up capital 12,145,850 12,145,850 100 8.7 10.1<br />
II. Capital surplus 4,809,029 4,713,830 102 3.4 3.9<br />
III. Reserves from profit 2,260,428 1,598,242 141 1.6 1.3<br />
IV. Retained earnings from previous years 6,483,117 4,864,725 133 4.6 4.1<br />
V. Net profit or loss for the accounting period 1,652,193 2,315,161 71 1.2 1.9<br />
VI. Capital revaluation reserves 11,006,268 11,006,294 100 7.8 9.1<br />
VII. Consolidation equity capital adjustment 15,726 532 0.0 0.0<br />
A./2 MINORITY SHAREHOLDERS’ EQUITY 22,853 21,656 106 0.0 0.0<br />
B. PROVISIONS 4.10. 159,233 68,577 232 0.1 0.1<br />
C. FINANCIAL AND OPERATING LIABILITIES 100,055,607 83,338,736 120 71.3 69.2<br />
I. Long-term financial and operating liabilities 20,921,033 17,679,954 118 14.9 14.7<br />
a) Long-term financial liabilities 4.11. 19,911,079 16,648,230 120 14.2 13.8<br />
b) Long-term operating liabilities 4.12. 1,009,954 1,031,724 98 0.7 0.9<br />
II. Short-term financial and operating liabilities 79,134,574 65,658,782 121 56.4 54.5<br />
a) Short-term financial liabilities 4.13. 42,307,135 32,809,802 129 30.2 27.2<br />
b) Short-term operating liabilities 4.14. 36,827,439 32,848,980 112 26.2 27.3<br />
D. ACCRUED COSTS AND DEFERRED REVENUES 4.15. 1,783,027 391,333 456 1.3 0.3<br />
OFF-BALANCE SHEET ITEMS 4.16. 54,226,121 48,083,582 113
CONSOLIDATED INCOME STATEMENT OF MERKUR GROUP<br />
Financial Statements of the Merkur Group<br />
SIT thousand<br />
Item Note <strong>2004</strong> 2003 Index<br />
1. NET SALES REVENUES 5.1. 178,743,080 142,563,740 125<br />
2. Purchase value of goods sold 144,525,328 114,850,211 126<br />
3. GROSS PROFIT OR LOSS FROM SALES (1 - 2) 34,217,752 27,713,529 123<br />
4. Selling expenses 5.2. 22,848,108 19,517,065 117<br />
5. Administrative expenses 9,257,223 6,405,639 145<br />
a) Normal administrative expenses 5.2. 6,702,256 5,632,172 119<br />
b) Revalued operating expenses from<br />
intangible fixed assets and tangible fixed assets 5.3. 258,813 213,227 121<br />
c) Revalued operating expenses from current assets 5.3. 2,296,154 560,240 410<br />
6. Other operating revenue 5.4. 818,051 535,436 153<br />
OPERATING PROFIT OR LOSS FROM SALES (1 - 2 - 4 - 5 + 6) 2,930,472 2,326,261 126<br />
7. Financial revenues from shares 5.5. 3,629,330 2,548,423 142<br />
8. Financial revenues from long-term receivables 5.5. 275,505 255,219 108<br />
9. Financial revenues from short-term receivables 5.5. 2,703,836 2,379,812 114<br />
10. Financial expenses for write-offs of long-term and short-term financial investments 5.5. 982,769 379,119 259<br />
11. Financial expenses for interests and other liabilities 5.5. 5,373,049 4,662,323 115<br />
12. NET PROFIT OR LOSS FROM ORDINARY ACTIVITIES<br />
(1 - 2 - 4 - 5 + 6 + 7 + 8 + 9 - 10 - 11) 3,183,325 2,468,273 129<br />
13. Extraordinary revenues 5.6. 137,297 122,880 112<br />
14. Extraordinary expenses 5.6. 446,760 142,233 314<br />
15. PROFIT OR LOSS FROM EXCEPTIONAL ITEMS (13 - 14) - 309,463 - 19,353 -<br />
16. Income tax 5.7. 219,477 126,925 173<br />
16.a Net profit or loss of the minority owners 2,192 6,834 32<br />
17. NET PROFIT OR LOSS OF THE BUSINESS YEAR (12 + 15 - 16 - 16.a) 5.8. 2,652,193 2,315,161 115<br />
57<br />
AR <strong>2004</strong>
58<br />
AR <strong>2004</strong><br />
CONSOLIDATED CASH FLOW STATEMENT OF MERKUR GROUP<br />
SIT thousand<br />
Item <strong>2004</strong> 2003 Index<br />
A. CASH FLOWS FROM OPERATING ACTIVITIES<br />
a) Inflows from operating activities 172,823,101 141,209,761 122<br />
Operating revenues 179,512,956 143,078,303 125<br />
Extraordinary revenues associated with operations 137,297 122,880 112<br />
Opening minus closing operating receivables - 6,828,511 - 2,265,576 301<br />
Opening minus closing deferred costs and accrued revenues 1,359 274,154 -<br />
b) Outflows from operating activities 177,252,722 138,429,685 128<br />
Operating expenses excluding depreciation and long-term provisions 171,368,009 137,640,669 125<br />
Extraordinary expenses associated with operations 446,760 142,233 314<br />
Income tax and any other tax not included in operating expenses 219,477 126,925 173<br />
Closing minus opening inventories 10,662,023 3,312,434 322<br />
Opening minus closing operating debt - 4,051,853 - 3,140,234 129<br />
Opening minus closing accrued costs and deferred revenues - 1,391,694 347,658 -<br />
c) Net outflows (-) or inflows (+) from operating activity - 4,429,621 2,780,076 -<br />
B. CASH FLOWS FROM INVESTMENT ACTIVITIES<br />
a) Inflows from investing 3,627,626 3,535,930 103<br />
Financial revenues associated with the investment activities * 3,627,626 2,528,950 143<br />
Net decrease in long-term investments* - 1,006,980 -<br />
b) Outflows from investing activities 8,525,341 8,586,373 99<br />
Net increase in intangible fixed assets ** 1,704,044 1,922,830 89<br />
Net increase in tangible fixed assets ** 6,038,706 4,232,965 143<br />
Net increase in long-term investments * 641,513 - -<br />
Net increase in short-term investments * 141,078 2,430,578 6<br />
c) Net inflows (+) or outflows (-) from investing activities - 4,897,715 - 5,050,443 97<br />
C. CASH FLOWS FROM FINANCING ACTIVITIES<br />
a) Inflows from financing activities 15,500,087 15,519,921 100<br />
Financial revenues associated with financing activities* 2,731,275 2,635,031 104<br />
Increase in equity capital (excluding net profit) - 6,946,532 -<br />
Increase in equity capital of minority shareholders - 44,700 -<br />
Net increase in long-term financial debt * 3,234,392 5,893,658 55<br />
Net increase in short-term financial debt * 9,534,420 - -<br />
b) Outflows from financing activities 5,991,301 12,843,234 47<br />
Financial expenses associated with financing activities * 5,066,116 4,662,323 109<br />
Decrease in equity capital (excluding net loss for the period) 924,190 1,168,007 79<br />
Decrease in equity capital of minority owners 995 - -<br />
Net decrease in short-term financial debt * - 7,012,904 -<br />
c) Net inflows (+) from financing activities 9,508,786 2,676,687 355<br />
D. CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 1,452,384 1,270,934 114<br />
x) Net flow for the period<br />
(sum total of net cash receipts/disbursements under Ac, Bc in Cc) 181,450 406,320 45<br />
y) Opening balance of cash flow and cash equivalents 1,270,934 864,614 147<br />
* excluding revaluation<br />
** excluding revaluation and tangible capital contributions
Financial Statements of the Merkur Group<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CAPITAL OF MERKUR GROUP<br />
FOR THE PERIOD FROM 1 JANUARY <strong>2004</strong> UNTIL 31 DECEMBER <strong>2004</strong><br />
CALLED-UP CAPITAL<br />
CAPITAL SURPLUS RESERVES FROM PROFIT<br />
SIT thousand<br />
Reserves<br />
Share Capital Legal for own Other<br />
Capital items capital surplus reserves shares reserves<br />
A. Majority shareholders’ equity capital<br />
as at 1 Jan. <strong>2004</strong> 12,145,850 4,713,830 1,330,273 267,505 464<br />
B. Equity capital inflows 0 2,894 0 0 0<br />
Entry of net profit or loss of the period - - - - -<br />
Entry of the amount of the specific equity<br />
capital revaluation adjustments - - - - -<br />
Other increases of equity capital components - 2,894 - - -<br />
C. Changes in equity capital 0 92,305 0 - 267,505 999,536<br />
The 2003 retained earnings - - - - -<br />
Distribution of net profit for the financial year to<br />
other reserves according to the Management Board’s decision - - - - 1,000,000<br />
Creation of reserves for own shares from<br />
other equity capital components - - - 230,116 -<br />
Elimination of reserves for own shares from<br />
other equity capital components - 92,305 - - 497,621 - 464<br />
Transfer of equity capital consolidation difference - - - - -<br />
D. Equity capital outflows 0 0 0 0 - 69,845<br />
Payment of dividends and other participations in capital - - - - -<br />
Transfer of specific equity capital revaluation adjustments - - - - -<br />
Other eliminated equity capital components - - - - - 69,845<br />
E. Majority shareholders’ equity capital<br />
as at 31 Dec. <strong>2004</strong> 12,145,850 4,809,029 1,330,273 0 930,155<br />
Minority shareholders’ equity capital as at 31 Dec. <strong>2004</strong> 2,553 - 11,159 - -<br />
Majority and minority shareholders’<br />
equity capital as at 31 December <strong>2004</strong> 12,148,403 4,809,029 1,341,432 0 930,155<br />
NET PROFIT OF<br />
RETAINED THE FINANCIAL EQUITY CAPITAL<br />
NET PROFIT YEAR REVALUATION ADJUSTMENTS<br />
SIT thousand<br />
Net profit of General equity Specific equity Consolidating<br />
Retained the financial capital revalua- capital revalua- equity capital TOTAL<br />
Capital items net profit year tion adjustment tion adjustment revaluation CAPITAL<br />
A. Majority shareholders’ equity capital<br />
as at 1 Jan. <strong>2004</strong> 4,864,725 2,315,161 11,004,089 2,205 532 36,644,634<br />
B. Equity capital inflows 0 2,652,193 0 424 15,726 2,671,237<br />
Entry of net profit or loss of the period - 2,652,193 - - - 2,652,193<br />
Entry of the amount of the specific<br />
equity capital revaluation capital - - - 424 - 424<br />
Other increases of equity capital components - - - - 15,726 18,620<br />
C. Changes in equity capital 2,491,357 - 3,315,161 0 0 - 532 0<br />
The 2003 net retained earnings 2,315,161 - 2,315,161 - - - 0<br />
Distribution of net profit for the financial<br />
year to other reserves according to<br />
the Management Board’s decision - - 1,000,000 - - - 0<br />
Creation of reserves for own shares from<br />
other equity capital components - - 230,116 - - - 0<br />
Elimination of reserves for own shares and<br />
distribution to other equity capital components 175,664 230,116 - - - 0<br />
Transfer of equity capital consolidation difference 532 - - - - 532 0<br />
D. Equity capital outflows - 872,965 0 0 - 450 0 - 943,260<br />
Payments of dividends and<br />
other participations in capital - 872,965 - - - - - 872,965<br />
Transfer of specific equity capital adjustments - - - - 450 - - 450<br />
Other eliminated equity capital components - - - - - - 69,845<br />
E. Majority shareholders’ capital<br />
as at 31 Dec. <strong>2004</strong> 6,483,117 1,652,193 11,004,089 2,179 15,726 38,372,611<br />
Minority shareholders’ capital as at 31 Dec. <strong>2004</strong> 6,714 2,192 303 - 68 22,853<br />
Majority and minority shareholders’ equity<br />
capital as at 31 December <strong>2004</strong> 6,489,831 1,654,385 11,004,392 2,111 15,726 38,395,464<br />
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AR <strong>2004</strong>
60<br />
AR <strong>2004</strong><br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CAPITAL OF MERKUR GROUP<br />
FOR THE PERIOD FROM 1 JANUARY 2003 UNTIL 31 DECEMBER 2003<br />
CALLED-UP CAPITAL<br />
CAPITAL SURPLUS RESERVES FROM PROFIT<br />
SIT thousand<br />
Reserves<br />
Share Capital Legal for own Other<br />
Capital items capital surplus reserves shares reserves<br />
A. Majority shareholders’ equity capital<br />
as at 1 January 2003 9,125,850 787,830 1,330,273 267,969 513,050<br />
B. Equity capital inflows 3,020,000 3,926,000 0 0 0<br />
Subscription of called-up share capital 3,020,000 - - - -<br />
Entry of additional payments of capital - 3,926,000 - - -<br />
Entry of net profit or loss of the period - - - - -<br />
Other increases of equity capital components - - - - -<br />
Other increases of equity capital components (FX gains ) - - - - -<br />
Entry of specific equity capital revaluation adjustments - - - - -<br />
C. Changes in equity capital 0 0 0 - 464 464<br />
Creation of reserves for own shares from<br />
other equity capital components - - - 137,700 - 137,700<br />
Elimination of reserves for own shares from other<br />
equity capital components - - - - 138,164 138,164<br />
The 2002 retained earnings - - - - -<br />
D. Equity capital outflows 0 0 0 0 - 513,050<br />
Payment of dividends and other participations in capital - - - - - 513,050<br />
Uses of specific equity capital revaluation adjustments - - - - -<br />
E. Majority shareholders’ equity<br />
as at 31 December 2003 12,145,850 4,713,830 1,330,273 267,505 464<br />
Minority shareholders’ equity as at 31 Dec. 2003 2,656 - 9,526 - -<br />
Majority and minority shareholders’<br />
equity capital as at 31 December 2003 12,148,506 4,713,830 1,339,799 267,505 464<br />
NET PROFIT OF<br />
RETAINED THE FINANCIAL EQUITY CAPITAL<br />
NET PROFIT YEAR REVALUATION ADJUSTMENTS<br />
SIT thousand<br />
Net profit of General equity Specific equity Consolidating<br />
Retained the financial capital revalua- capital revalua- equity capital TOTAL<br />
Capital items net profit year tion adjustment tion adjustment revaluation CAPITAL<br />
A. Majority shareholder’s equity capital<br />
as at 1 January 2003 3,695,368 1,824,314 11,004,089 0 0 28,548,743<br />
B. Equity capital inflows 1,597 2,315,161 0 3,010 532 9,266,300<br />
Subscription of called-up share capital - - - - - 3,020,000<br />
Entry of additional payments of capital - - - - - 3,926,000<br />
Entry of net profit or loss of the period - 2,315,161 - - - 2,315,161<br />
Other increases of equity capital components 1,597 - - - - 1,597<br />
Other increases of equity capital components<br />
(FX gains) - - - - 532 532<br />
Entry of specific equity capital revaluation<br />
adjustments - - - 3,010 - 3,010<br />
C. Changes in equity capital 1,824,314 - 1,824,314 0 0 0 0<br />
Creation of reserves for own shares from<br />
other equity capital components - - - - - -<br />
Elimination of reserves for own shares from<br />
other equity capital components - - - - - -<br />
The 2002 retained earnings 1,824,314 - 1,824,314 - - - -<br />
D. Equity capital outflows - 656,554 0 0 - 805 0 - 1,170,409<br />
Payment of dividends and other<br />
participations in capital - 656,554 - - - - - 1,169,604<br />
Uses of specific equity capital<br />
revaluation adjustments - - - - 805 - - 805<br />
E. Majority shareholders’ equity as at<br />
31 December 2003 4,864,725 2,315,161 11,004,089 2,205 532 36,644,634<br />
Minority shareholders’ equity as at 31 Dec. 2003 2,219 6,834 317 - 104 21,656<br />
Majority and minority shareholders’<br />
equity as at 31 December 2003 4,866,944 2,321,995 11,004,406 2,205 636 36,666,290
The employees are well aware that each<br />
individual contributes significantly to the<br />
business success of the company. They are<br />
caring, committed and diligent.<br />
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AR <strong>2004</strong>
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AR <strong>2004</strong><br />
NOTES AND DISCLOSURES TO THE FINANCIAL STATEMENTS OF<br />
MERKUR, D. D. AND MERKUR GROUP<br />
1. INTRODUCTION<br />
Merkur – trgovina in storitve, d. d., with its headquarters in Naklo, Cesta na Okroglo 7, Slovenia, is the<br />
controlling entity of Merkur Group. Established in 1896, the company was on November 11, 1994, in<br />
compliance with the Law on the Ownership Transformation and resolution No. Srg 94/0312 of the Kranj<br />
District Court, registered as a public limited company. Its primary activity code is G/51.540 – wholesale<br />
trade in metal, installation materials and heating devices. Wholesale trade accounts for 63.8% of net income<br />
generated in <strong>2004</strong>, retail trade accounts for 34.8%, whilst services account for 1.4% of the net <strong>2004</strong> income.<br />
On 31 December <strong>2004</strong>, major shareholders of Merkur d. d. include Kapitalska družba with a 18.06%<br />
stake, NFD1 investment fund with a 13.85% stake, and Slovenska odškodninska družba with a 7.67%<br />
interest. The employees hold 7.39% of the company’s shares, whilst the remaining shares are held by<br />
other legal and physical entities.<br />
At the end of 2003 Merkur, d. d. employed 2,523 staff; average number of staff according to the hours<br />
worked in <strong>2004</strong> was 2,380. Professional qualification structure of the employees is shown in the business<br />
report. On 31 December <strong>2004</strong>, Merkur Group employed 3,370 staff; average number of staff according to<br />
the hours worked in <strong>2004</strong> was 3,158.<br />
The consolidated financial statements of Merkur Group comprise, in addition to the financial statements of<br />
the parent company Merkur, d. d., the financial statements of two domestic enterprises: Bofex, d. o. o., and<br />
Kovinotehna, d. o. o., and seven subsidiaries located in Italy, Germany, Czech Republic, Croatia, Macedonia,<br />
Bosnia and Herzegovina, and Serbia and Montenegro. The subsidiary in Serbia began operations in mid-2003<br />
and was not included in the 2003 consolidation as was immaterial for the true and fair presentation of the<br />
financial operations of the Group. Merkur Polska Sp.z.o.o. is a dormant company and was not included into<br />
the consolidated financial statements in 2003 and <strong>2004</strong>.<br />
2. ACCOUNTING POLICIES<br />
The books of accounts of the company are kept in compliance with the Companies Act. The financial<br />
statements of Merkur, d. d., and Merkur Group are prepared in accordance with the accounting and<br />
reporting requirements of the Slovenian Accounting Standards, which entered into force on 1 January 2002.<br />
In <strong>2004</strong>, the company changed its accounting policy concerning the reduction of long-term investments<br />
in equity capital of its subsidiaries related to the depreciation of goodwill. According to the accounting<br />
policy pursued so far the company would depreciate established goodwill in five years. The new mode of<br />
evaluation of long-term investments enables the company to estimate the recoverable amount of assets<br />
in the subsidiaries, to which goodwill belongs. The loss due to impairment is recognised at revaluatory<br />
financial expenses, if recoverable amount is smaller than the carrying amount. The applied change in<br />
policy is in compliance with the transition to the International Accounting Standards, especially to the<br />
International Accounting Standard 36, and has been pursued since 1 January <strong>2004</strong>.<br />
The change affects decrease in revaluatory financial expenses in <strong>2004</strong> in total of SIT 113.4 million.<br />
According to the evaluation of long-term financial investments in Bofex as at 31 December <strong>2004</strong>, the<br />
established value of the long-term investments surpasses the posted value, and the impairment of the<br />
aforesaid investment was not necessary.<br />
INTANGIBLE FIXED ASSETS<br />
Long-term property rights, long-term deferred operating costs, goodwill, and advance payments for<br />
intangible fixed assets are recorded as intangible fixed assets.<br />
Intangible fixed assets are recognised at their costs of purchase and are proportionally depreciated<br />
in observance of their economic life period. The economic life period averages from 10 to 14 years for
Notes and Disclosures<br />
investments in assets owned by third parties (in observance of the contractually agreed lease period),<br />
and five years for other long-term deferred costs and programme equipment. Depreciation is accounted<br />
for individually.<br />
The company estimates recoverable amount of intangible fixed assets and carries out revaluation because<br />
of impairment. Loss due to the impairment of intangible fixed assets is reported as revaluatory operating<br />
expense in relation to intangible fixed assets.<br />
TANGIBLE FIXED ASSETS<br />
Tangible fixed assets of the company include buildings, land, equipment and small tools, things under<br />
construction or manufacture, and advance payments for acquisition of tangible fixed assets.<br />
Fixed assets are initially presented at their cost of purchase. The actual value of the asset consists of<br />
its purchase price, import duties, non-refundable purchase taxes, and all directly attributable costs of<br />
bringing the asset into working condition for its intended use, including the interests on the loans for the<br />
time from the acquisition until the asset is ready to use. An item of tangible assets, whose economic life<br />
period exceeds a year, or its cost of purchase does not exceed the Slovenian Tolar equivalent of ECU 500,<br />
is reported as small tools. If the company takes an item of tangible assets on financial lease, any related<br />
additional investments are presented at tangible fixed assets as well. The costs incurred later on in relation<br />
to an item of tangible fixed assets are presented as maintenance costs, decrease in allowance for an asset<br />
item, or as an increase in purchasing value of the tangible asset item.<br />
The company uses the straight-line depreciation method. Depreciation is accounted for individually.<br />
Depreciation rates are determined according to the economic life period of an individual tangible asset<br />
item, and are examined in relation to its importance.<br />
Depreciation<br />
Assets Economic life period rate %<br />
• Offices, warehouses, sales outlets 50 years 2.00<br />
• Garages, workshops, holiday facilities, gas mains 40 years 2.50<br />
• Sheltering roofs 30 years 3.33<br />
• Landscaping, container complexes, storage tents, warehouse equipment 20 years 5.00<br />
• Boiler room equipment 15 years 6.67<br />
• Office equipment, furniture, silos, computer cabinets,<br />
Kasto technology equipment, sample houses 10 years 10.00<br />
• Lifts and fork-lifts, shop equipment, Merkur signs 8 years 12.50<br />
• Air-conditioning devices 7 years 14.30<br />
• Heavy goods vehicles, mechanic and electrical devices and machinery,<br />
printing machinery, containers for waste materials, safety and alarm systems 6 years 16.67<br />
• Cars, typing machines, personal computers, fax machines,<br />
telephone sets and phone-systems 5 years 20.00<br />
• Small tools, bathroom equipment 4 years 25.00<br />
• IT equipment, mobile telephone sets 3 years 33.33<br />
• Equipment for lease 2.5 years 40.00<br />
The company revalues tangible fixed assets to account for their impairment, if their carrying amount<br />
exceeds their recoverable amount by at least 20%. The recoverable value is the higher of the net<br />
selling price or the value of the asset in use. Basic tangible fixed asset items are considered. Loss due to<br />
impairment of tangible fixed assets is presented at revaluatory operating expenses in relation to tangible<br />
fixed assets.<br />
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AR <strong>2004</strong>
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AR <strong>2004</strong><br />
LONG-TERM INVESTMENTS<br />
The company’s long-term investments include its equity capital investments in subsidiaries, other longterm<br />
capital shares, long-term financial receivables and investment property, which are initially recognised<br />
at their purchasing costs. Upon disposal of long-term investments the fifo method is applied.<br />
Long-term investments which mature within a year from the date of the balance sheet are presented as<br />
short-term financial investments.<br />
The revaluation of long-term investments is a process of recognising an adjustment to their carrying<br />
amount, usually due to the impairment. Contractually accrued interest and other adjustments to the<br />
investment’s principal are not considered to be part of revaluation.<br />
Long-term investments expressed in foreign currency, are translated into Slovene Tolars at the average<br />
mid-exchange rate of the Bank of Slovenia effective on the balance sheet date.<br />
Investments in equity capital securities are measured at their purchasing price in comparison to their<br />
established fair value, and investments in debt securities are compared to their amortised cost. If the<br />
established fair value of an equity capital security or the amortised cost is lower than the carrying amount<br />
of an individual investment, then such investment is reduced to the established fair value or amortised<br />
cost, and the effect is presented as the revaluatory financial expense in the income statement.<br />
If a long-term investment into a security, which is not quoted on the stock market, is losing value, the<br />
company estimates the required revaluation adjustment of its book value. The company may also opt<br />
either for partial or complete write-off of a long-term investment, as soon as it is deemed necessary. The<br />
decision is made in observance of reliable information concerning solvency, credit rating, and financial<br />
position, any alteration in status, assessment of mutual co-operation (if the companies co-operate), and<br />
any acquired collaterals.<br />
Long-term investments into subsidiaries, which are included in consolidated financial statements, are<br />
accounted for in accordance with the equity capital method. According to it, a financial investment is initially<br />
recorded at its purchasing price. Its carrying amount is then either increased or decreased by the recognised<br />
share in net profit or loss of the company after the date of acquisition of the financial investment. Profit or loss<br />
of a subsidiary is reported as financial revenue or expense of the accounting period.<br />
INVENTORIES<br />
The general ledger records include the inventories of raw materials, materials and small tools,<br />
construction works currently in progress or completed, and merchandise.<br />
An item of inventories is initially recognised at costs of purchase, which include purchasing price, import<br />
duties and other non-refundable purchase taxes, and directly attributable costs of acquisition. The<br />
purchasing price is reduced by trade discounts stated on the suppliers’ invoices, and by accrued discounts<br />
granted at a later date in compliance with the contractual provisions for the deliveries already carried out.<br />
Direct costs of acquisition include costs of handling, transport, forwarding, transport insurance, special<br />
packaging costs, costs of packaging and processing, breakage and spillage costs, and other costs. The<br />
weighted average prices method is applied in valuation of the inventories and consumption thereof.<br />
The physical stock count surplus and deficit in inventories are reported as adjustments in regular<br />
operating expenses as costs of purchase of goods sold, and in inventories as costs of materials.<br />
The revaluation of inventories is a process of recognising an adjustment to their carrying amount. It may<br />
be carried out either at the end or during the financial year. Inventories are not revalued due to their<br />
strengthening, but they are revalued due to their impairment if the carrying amount of the inventories<br />
exceeds their market value. The adjustments and write-offs of the inventory value due to their impairment<br />
are recorded as revaluatory operating expenses. The revaluation does not include reduced value and<br />
write-offs of damaged goods, and reduced prices connected with sales actions and reduction in prices<br />
of off-seasonal items. The reductions due to the aforesaid reasons result in increased operating expenses,<br />
especially in the purchase costs of gods sold.
RECEIVABLES<br />
Notes and Disclosures<br />
In terms of their maturity, operating receivables may be classified as long-term and short-term<br />
receivables, and include receivables to customers in relation to the goods sold, merchandise, services, and<br />
sold tangible fixed assets, to the suppliers as well (advance payments), employees, and state in relation to<br />
the initial tax on VAT. Advance payments are reported in balance sheet as the item they relate to.<br />
In balance sheet, unsettled mature long-term receivables and long-term receivables falling due in a year<br />
after the balance sheet date are reported as short-term receivables.<br />
All kinds of receivables are initially recognised at amounts stated in relevant documents under the<br />
assumption that they will be collected. Contractual or legally stipulated penalty interests apply in relation<br />
to collection of short-term and long-term operating receivables. The interests payable for operating<br />
receivables are accounted for in relation to the collected receivables from the date of maturity until the<br />
last day of the accounting period unless otherwise stipulated in a contract.<br />
The revaluation of receivables is a process of recognising an adjustment to their carrying amount. It may<br />
be carried out either at the end or during the financial year. It appears predominantly as the revaluation<br />
of receivables resulting from their impairment, or the revaluation of receivables resulting from the<br />
elimination of their impairment. Operating receivables are not revalued due to changes in the national<br />
purchasing power. Receivables expressed in foreign currency are translated into Slovene Tolars at the<br />
average mid-exchange rate of the Bank of Slovenia effective on the balance sheet date. An increase in<br />
receivables due to either of the above stated reasons results in an increase of ordinary financial revenues,<br />
whist a decrease in receivables increases ordinary financial expenses.<br />
Receivables must be revalued to account for their impairment when their fair value, i.e. their collectible<br />
amount, exceeds their carrying amount. In observance of the past experience, and according to the<br />
expectations for the accounting period, allowances are made for receivables in a percentage depending<br />
on the maturity period, separately for domestic and foreign receivables. Lump sum allowances by<br />
individual kinds of receivables are as follows:<br />
Regular domestic Regular foreign Domestic and foreign interest<br />
receivables for goods sold receivables for goods sold receivables, disputed<br />
Lump-sum allowance (not exceeding SIT 30 million, (not exceeding SIT 6 million, receivables (not exceeding<br />
in regard to maturity % of the value) % of the value) SIT 2.5 million, % of the value)<br />
• up to 30 days 1 0 10<br />
• in excess of 31 days 2 30 30<br />
• in excess of 61 days 4 30 40<br />
• in excess of 91 days 10 40 50<br />
• in excess of 181 days 30 50 60<br />
• in excess of a year 50 60 70<br />
The company individually assesses the recovery of receivables in excess of the above stated limits,<br />
receivables exceeding of SIT 5 million, for which collection procedures have been started at the courts,<br />
and receivables undergoing the process of forced collection or bankruptcy. The individual assessment<br />
is based on current operations, credit rating, and collaterals which support the likelihood that the<br />
receivables might in fact be collected. For any other disputed receivables the company forms a lump sum<br />
allowance in total of 60% of the due and outstanding amount. When, according to the information, there<br />
is a strong probability of an even lower settlement, the allowances are increased accordingly. The lumpsum<br />
amount is reduced by the estimated amount of recovered but not posted interest to a maximum of<br />
2% of total disputed receivables.<br />
SHORT-TERM INVESTMENTS<br />
Short-term investments are those invested for a period shorter than 12 months, and are intended to<br />
generate financial revenues and other benefits. The “fifo” method is applied in valuation and reversal of<br />
short-term investments. The company treats the acquisition of own shares as a short-term investment as<br />
well.<br />
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The revaluation of short-term investments is a process of recognising an adjustment to their carrying<br />
amount; contractually accrued interest and other adjustments to the principal of the debt are not<br />
considered to be part of evaluation. It may be carried out either at the end or during the financial year.<br />
It appears predominantly as the revaluation of short-term investments resulting from their impairment,<br />
or the revaluation of short-term investments resulting from the elimination of their impairment, and the<br />
applied rules are the same as those applied in long-term investments.<br />
BANK BALANCES, CHEQUES AND CASH<br />
Cash and cash equivalents include cash in Slovenian Tolars and foreign currencies kept in cash registers,<br />
or bank accounts, payments by cheques, and other readily convertible securities. An item of cash is<br />
initially recognised at an amount stated in the applicable document. If expressed in foreign currency, it is<br />
converted in Slovenian Tolars at the mid-exchange rate valid on the date of receipt.<br />
The revaluation only applies to cash expressed in foreign currencies, if the exchange rates have changed<br />
and are different from those at which cash was initially recorded.<br />
EQUITY CAPITAL<br />
Equity capital reflects the financing of the company by the owners, and functions as the company’s<br />
liability to them. It consists of the amounts invested by the owners, and of the amounts generated during<br />
operations, and these belong to the company’s owners as well.<br />
Total equity capital of a company includes subscribed capital, capital surplus, reserves from profit,<br />
retained net profit or loss from the past periods, and equity capital revaluation adjustment. Share<br />
capital of Merkur, d. d., is the equity capital nominally determined within the Articles of Association,<br />
registered at court, subscribed and paid by the company’s owners. Capital surplus are amounts<br />
generated through payments exceeding the nominal value of the issued shares paid by the owners.<br />
Reserves from profit comprise retained net profits from previous periods earmarked for special<br />
purposes. They are recognised by a resolution passed by the competent body in compliance with<br />
the Articles of Association. Retained net profit or loss from previous years is the net profit that was<br />
neither distributed to the shareholders in the form of dividends or other participations in capital, nor<br />
earmarked as a reserve. Net profit or loss of the accounting period is recognised following the records<br />
in the income statement for the financial year. Equity capital revaluation adjustment comprises general<br />
revaluation equity capital adjustment, and specific revaluation equity capital adjustments.<br />
The revaluation of equity capital is a process of recognising an adjustment to its carrying amount. The<br />
revaluation does not include accrual of new capital inputs, and amounts paid generated from current<br />
net profit or net loss. It may be carried out either at the end or during the financial year. It appears as<br />
general equity capital revaluation of as specific equity capital revaluation. In compliance with the Slovene<br />
Accounting Standards (SAS) 8.28, general equity capital revaluation is not carried out, if the Euro-Tolar<br />
exchange rate increases by less than 5.5% (in 2003: 2.8%).<br />
PROVISIONS<br />
Provisions should be recognised in accounting records and the balance sheet, if the company has a<br />
present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of<br />
resources will be required to settle the obligation, embodying the economic growth, and making the<br />
reliable measurement of the liability possible.<br />
LONG-TERM LIABILITIES<br />
Long-term liabilities are recognised obligations of a company associated with the financing of its assets<br />
the settlement of which is expected usually in cash in a period longer than a year. Long-term liabilities<br />
may be either financial, or operating.<br />
Long-term liabilities are initially recognised at the amounts stated in the relevant documents recording<br />
their accrual. Matured outstanding long-term liabilities, and long-term liabilities falling due within<br />
twelve months from the balance sheet date, are presented in the balance sheet as short-term liabilities.
Notes and Disclosures<br />
The revaluation of long-term liabilities is a process of recognising an adjustment to their carrying amount.<br />
Long-term liabilities are revalued when expressed in a foreign currency and when after their initial<br />
recognition the exchange rate has changed or, when expressed in the local currency and revaluation has<br />
been agreed between the contractual parties in order to maintain the real value of the debt. The increase<br />
is included in financial expenses, whilst the decrease is included in financial revenues.<br />
SHORT-TERM LIABILITIES<br />
Short-term liabilities are recognised obligations of a company associated with financing of its assets the<br />
settlement of which is expected, usually in cash, not later than within twelve months. Short-term liabilities<br />
may be either financial or operating.<br />
Short-term financial liabilities consist of short-term loans received on basis of loan contracts, and shortterm<br />
securities excluding cheques. Short term operating liabilities include short-term supplier credits<br />
for goods and services received, short-term liabilities to employees, short-term liabilities associated<br />
with interests, short-term liabilities to the government, and short-term liabilities associated with the<br />
distribution of profit. A special category of short-term operating liabilities includes liabilities to customers<br />
for advances paid and short-term collaterals received.<br />
Short-term liabilities are initially recognised at the amounts stated in the relevant documents recording<br />
their accrual. Contractually agreed and statutory prescribed penalty interests on short-term debt are<br />
included in financial expenses.<br />
The revaluation of short-term liabilities is a process of recognising an adjustment to their carrying amount.<br />
Short-term liabilities are revalued when expressed in a foreign currency and when after their initial<br />
recognition the exchange rate has changed or, when expressed in the local currency and revaluation has<br />
been agreed between the contractual parties in order to maintain the real value of the debt. The increase<br />
is included in financial expenses, whilst the decrease is included in financial revenues.<br />
SHORT-TERM ACCRUED AND DEFERRED ITEMS<br />
Short-term accrued and deferred items appear as capitalised deferred costs, deferred expenses and<br />
accrued revenues or accrued costs, accrued expenses and deferred revenues. Short-term accrued and<br />
deferred items are receivables and other assets and liabilities expected to arise within a period of twelve<br />
months. Their occurrence is probable and their amount is reliably estimated.<br />
Capitalised deferred costs, deferred expenses and accrued revenues include items of deferred costs or<br />
deferred expenses as well as items of accrued revenues. Accrued costs, accrued expenses and deferred<br />
revenues include items of accrued costs or accrued expenses as well as items of deferred revenues.<br />
OFF-BALANCE SHEET ITEMS<br />
Off-balance sheet records include transactions which have no immediate effect on balance sheet and income<br />
statement items, although they are significant in the assessment of the exploitation of assets owned by others<br />
and any possible future contingencies, and to control business processes and information flow.<br />
OPERATING REVENUES – NET SALES REVENUES<br />
Operating revenues are generated in the regular course of business. They include revenues from the sale of<br />
products, merchandise and services in the accounting period. They are estimated on the basis of selling prices<br />
on the invoices and other documents, and reduced by any rebates granted upon sale or generated later on,<br />
also due to early payments. Initially presented revenues are reduced by any returned quantities of goods.<br />
COSTS OF PURCHASE OF GOODS SOLD<br />
When posting the consumption of the merchandise by the quantities sold, the company applies weighted<br />
average prices method. The purchasing price of goods is directly reduced by any subsequent rebates and<br />
super-rebates granted by the suppliers, which are not included in the costs of purchase of inventories.<br />
Any surplus or deficit established upon the physical stock-counting procedure, and any decrease in the<br />
value of inventories are reported as adjustment of operating expenses – costs of purchase of goods sold.<br />
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SELLING COSTS AND GENERAL ADMINISTRATIVE EXPENSES<br />
Selling costs (including depreciation) comprise any costs associated with the sales. These costs are not<br />
posted at inventories, but are recognised entirely as operating expenses in the accounting period of their<br />
accrual. Administrative expenses (including depreciation) comprise all costs associated with purchases<br />
and management including supporting activities. These costs are recognised completely as operating<br />
expenses in the accounting period of their accrual.<br />
Selling costs and general administrative expenses by primary types may be classified as costs of materials<br />
and services, depreciation and labour costs. Costs of materials and services include the amounts on<br />
suppliers’ invoices and other documents reduced by rebates granted upon the sale or subsequently,<br />
including early payments. Depreciation is accounted for individually at the rates that correspond to<br />
the shortest economic life period of individual tangible or intangible fixed asset. Labour costs present<br />
gross wages and salaries of the employees in accordance with collective and individual agreements on<br />
employment, contributions and taxes charged directly to the employer, optional additional retirement<br />
insurance and other labour costs (annual holiday bonus, transport to and from work, subsistence during<br />
working time, service jubilee awards, termination benefits, indemnities, etc.).<br />
REVALUED OPERATING EXPENSES AND REVALUED OPERATING REVENUES<br />
Revalued operating expenses do not present costs. They are incurred in relation to tangible assets,<br />
intangible fixed assets, and current assets as a result of their impairment. The same applies to the selling<br />
price of an item which falls bellow the book value.<br />
Revalued operating revenues are generated on disposal of tangible fixed assets and intangible fixed assets<br />
when their selling price is higher than their book value.<br />
FINANCIAL REVENUES AND EXPENSES<br />
Financial revenues are revenues associated with investment activities. They arise in association with longterm<br />
and short-term investments, as well as in association with receivables. They comprise acquired<br />
interests and shares in profit of other parties, as well as revaluatory financial revenues. Revaluatory<br />
financial revenues are generated upon the disposal of long-term and short-term investments, when their<br />
selling price is higher than their carrying amount.<br />
Financial expenses include financing and investment expenses. Revaluatory financial expenses arise in<br />
association with long-term and short-term investments due to their impairment, unless the decrease<br />
in their value is covered by a specific equity capital revaluation amount. The same applies to the deficit<br />
incurred if their selling price is lower than their carrying amount.<br />
EXTRAORDINARY REVENUES AND EXPENSES<br />
Extraordinary revenues and expenses include extraordinary items, which increase or decrease the profit<br />
or loss from regular activities in the given accounting period.<br />
BASIS FOR CONSOLIDATION<br />
Consolidated financial statements have been drawn in compliance with the Slovenian Accounting<br />
Standards (SAS). Consolidated financial statements include financial statements of the parent company<br />
and the subsidiaries in which the parent company exerts predominant influence. Consolidated financial<br />
statements include the essential accounting policies of the subsidiaries, which have been harmonised<br />
with those of the parent company.<br />
Upon the preparation of the consolidated financial statements, investments of the parent company<br />
in equity capital and debts of its subsidiaries have been excluded, as well as inter-company operating<br />
receivables and debt, revenues and expenses, and uncollected profits or losses arising from business<br />
transactions within the Group. Shares of minority owners in equity capital and net operating profit or loss<br />
have been presented separately.
3. GENERAL DISCLOSURES<br />
Financial year equals calendar year.<br />
FOREIGN CURRENCIES<br />
Notes and Disclosures<br />
The asset and liability items originally stated in a foreign currency in the financial statements of the<br />
parent company were converted into Slovenian Tolars at mid-exchange rate of the Bank of Slovenia as at<br />
31 December <strong>2004</strong>. Original financial statements of the subsidiaries were converted into the reporting<br />
currency at mid-exchange rate of the Bank of Slovenia as at 31 December <strong>2004</strong> in balance sheet items,<br />
and at the average mid-exchange rate of the Bank of Slovenia as at 31 December <strong>2004</strong> in income<br />
statement items.<br />
DIVISION INTO SECTORS<br />
To meet the reporting purposes, Merkur, d. d. divided its business into three large sectors as follows:<br />
• Wholesale focuses on wholesale sales of goods and services on domestic and foreign markets;<br />
• Retail Sales comprises retailing of merchandise and services;<br />
• Other includes sales of services by other sectors in the company.<br />
The division into sectors is observed in external reporting in the income statement under the net sales<br />
revenue item. The balance sheet, cash flow statement and changes in capital statement are drawn for the<br />
company as a whole.<br />
For two sectors, “Slovenia – domestic market” and “Foreign markets” Merkur and Merkur Group follow<br />
only the data on net sales revenues and operating receivables and liabilities.<br />
In Notes and Disclosures, the company states important disclosures necessary for fair presentation. Data,<br />
however, which might harm the company, is not disclosed.<br />
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AR <strong>2004</strong><br />
4. NOTES AND DISCLOSURES TO BALANCE SHEET<br />
Balance sheet is presented in the abbreviated form for clarity reasons. The balance sheet items, changes in<br />
intangible and tangible fixed assets, and long-term investment items are presented in more detail in the<br />
Notes and disclosures to the financial statements herein below.<br />
4.1. INTANGIBLE FIXED ASSETS<br />
BREAK-UP OF INTANGIBLE FIXED ASSETS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31 December <strong>2004</strong> 31 December 2003 31 December <strong>2004</strong> 31 December 2003<br />
I. Intangible fixed assets (1 + 2 + 3 + 4) 2,728,583 1,424,328 5,199,483 4,022,480<br />
1. Long-term deferred operating costs 2,346,246 1,135,331 3,751,714 2,434,408<br />
- investment in foreign fixed assets owned by third parties 2,195,445 972,989 3,580,922 2,249,468<br />
2. Long-term deferred costs of development - - - 200,000<br />
3. Concessions, patents, and licences 382,337 288,997 880,666 820,969<br />
4. Goodwill - - 567,103 567,103<br />
As at 31 December <strong>2004</strong>, Merkur Group’s intangible fixed assets amounted to SIT 5,199.5 million. From<br />
that, more than a half is owned by Merkur, whilst Bofex’s intangible fixed assets totalled SIT 1,644.2<br />
million, and the goodwill established in the consolidation process in regard to a long-term investment in<br />
Bofex, d.o.o. amounted to SIT 567.1 million.<br />
As far as Bofex’s intangible fixed assets are concerned, the investments into fixed assets owned by third<br />
parties (rentals of sales centres) amounted to SIT 1,174.0 million. Investments into the purchase of the<br />
BOF trademark and licences for software programmes totalled SIT 470.2 million.<br />
As at 31 December <strong>2004</strong>, Merkur’s intangible fixed assets comprised investments into fixed assets owned<br />
by third parties in the amount of SIT 2,195.4 million, and other investments in intangible assets amounted<br />
to SIT 533.1 million, including investments in development of the logistic system, ferrous and non-ferrous<br />
metal product programme, and licences for software programmes.<br />
CHANGES IN INTANGIBLE FIXED ASSETS OF MERKUR, D. D. IN <strong>2004</strong><br />
SIT thousand<br />
Long-term<br />
Deferred Concessions, Intangible<br />
Operating patents, fixed<br />
Item costs licences assets<br />
Cost of purchase as at 1 January <strong>2004</strong> 1,570,918 783,400 2,354,318<br />
Additions 1,372,929 206,476 1,579,405<br />
Disposals – write-offs - 369,557 - - 369,557<br />
Cost of purchase as at 31 December <strong>2004</strong> 2,574,290 989,876 3,564,166<br />
Accumulated amortisation as at 1 January <strong>2004</strong> 435,587 494,403 929,990<br />
Amortisation 122,622 113,136 235,758<br />
Transfers to costs 20,877 - 20,877<br />
Disposals – write-offs - 351,042 - - 351,042<br />
Accumulated amortisation as at 31 December <strong>2004</strong> 228,044 607,539 835,583<br />
Net carrying amount 1 January <strong>2004</strong> 1,135,331 288,997 1,424,328<br />
Net carrying amount 31 December <strong>2004</strong> 2,346,246 382,337 2,728,583
Notes and Disclosures<br />
In <strong>2004</strong>, intangible assets in Merkur increased largely due to the investments in fixed assets owned by third<br />
parties: a new Merkur sales centre in BTC in Ljubljana (SIT 912.3 million), the extension of the sales centre in<br />
Hudinja Celje (SIT 333.0 million), and acquisition of software licences totalling SIT 206.5 million. Decrease in<br />
intangible fixed assets included amortisation and transfers to costs in the amount of SIT 256.6 million, and<br />
the investments into abandoned sales centres on lease at the carrying amount of SIT 18.5 million.<br />
CHANGES IN INTANGIBLE FIXED ASSETS OF THE MERKUR GROUP IN <strong>2004</strong><br />
SIT thousand<br />
Long-term Long-term<br />
deferred deferred Concessions, Intangible<br />
operating costs of patents, and fixed<br />
Item costs development licences Goodwill assets<br />
Costs of purchase as at 1 January <strong>2004</strong> 3,338,059 207,621 1,357,864 877,753 5,781,297<br />
Exchange rate differences 3,075 98 635 - 3,808<br />
Additions 1,896,849 - 258,758 - 2,155,607<br />
Transfers within intangibles - 5,783 - 7,889 - 2,106<br />
Disposals – write-offs - 801,583 - 207,719 -115 - - 1,009,417<br />
Costs of purchase as at 31 December <strong>2004</strong> 4,430,617 0 1,625,031 877,753 6,933,401<br />
Accumulated amortisation as at 1 January <strong>2004</strong> 903,651 7,621 536,895 310,650 1,758,817<br />
Exchange rate differences 527 98 294 - 919<br />
Amortisation 302,562 - 199,403 - 501,965<br />
Transfers to costs 20,877 - - - 20,877<br />
Transfers within intangibles - 7,760 - 7,882 - 122<br />
Disposals – write-offs - 540,954 - 7,719 - 109 - - 548,782<br />
Accumulated amortisation as at 31 December <strong>2004</strong> 678,903 0 744,365 310,650 1,733,918<br />
Net carrying amount as at 1 January <strong>2004</strong> 2,434,408 200,000 820,969 567,103 4,022,480<br />
Net carrying amount as at 31 December <strong>2004</strong> 3,751,714 0 880,666 567,103 5,199,483<br />
In <strong>2004</strong>, intangible fixed assets in Merkur Group increased by SIT 1,177.0 million, or substantially less than<br />
the new investments in the same period, mostly because of Bofex-related write-offs totalling SIT 442.1<br />
million for deferred rental costs and development costs.<br />
The estimation of useful life and recoverable amount in relation to intangible fixed assets in the company<br />
and the Group indicated that they met the expected economic benefits of the assets.<br />
4.2. TANGIBLE FIXED ASSETS<br />
BREAK-UP OF TANGIBLE FIXED ASSETS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31 December <strong>2004</strong> 31 December 2003 31 December <strong>2004</strong> 31 December 2003<br />
II. Tangible fixed assets (1 + 2 + 3 + 4 + 5 + 6) 38,432,759 35,809,369 42,358,822 38,673,979<br />
1. Land and buildings (a + b) 31,394,446 29,636,168 33,289,097 31,221,191<br />
a) Land 6,919,748 6,928,961 7,520,598 7,258,017<br />
b) Buildings 24,474,698 22,707,207 25,768,499 23,963,174<br />
3. Other machinery and equipment 4,579,375 3,566,841 6,117,642 4,698,114<br />
4. Fixed assets in the process of acquisition (a + b) 2,458,938 2,606,360 2,952,083 2,754,674<br />
a) Advances for tangible fixed assets 470,043 397,269 470,043 404,376<br />
b) Tangible fixed assets under construction or in progress 1,988,895 2,209,091 2,482,040 2,350,298<br />
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AR <strong>2004</strong><br />
In <strong>2004</strong>, Merkur Group carried on with substantial investments. Investments in tangible assets totalled<br />
SIT 6,383.3 million. The retail sales network was extended and modernised, new warehouses were built,<br />
the office building in Naklo was extended and modernised, and the adjacent parking lot constructed. A<br />
new modern sales centre opened in BTC Ljubljana, the sales centre in Hudinja was enlarged, and the sales<br />
centres in Studenci-Maribor and in Brežice were modernised. In <strong>2004</strong>, three new sales centres opened in<br />
Croatia: in Zadar, Šibenik, and Čakovac. In addition to that, the preparations for the construction of a steel<br />
centre in Rijeka began. In Serbia, the preparations for the construction of a modern sales centre on 10,000<br />
square metres in Beograd were undertaken as well.<br />
CHANGES IN TANGIBLE FIXED ASSETS OF MERKUR IN <strong>2004</strong><br />
SIT thousand<br />
Tangible fixed assets Advances<br />
Other machinery under construc- for tangible Tangible<br />
Item Land Buildings and equipment tion or in progress fixed assets fixed assets<br />
Cost of purchase 1 January <strong>2004</strong> 6,928,961 30,789,715 11,878,038 2,209,091 397,269 52,203,074<br />
Acquisitions - - 26,967 4,734,706 72,774 4,834,447<br />
Transfer of tangibles in process of acquisition 112,269 2,753,251 2,089,382 - 4,954,902 - 0<br />
Disposals and write-offs - 121,482 - 656,360 - 706,025 - - - 1,483,867<br />
Cost of purchase 31 December <strong>2004</strong> 6,919,748 32,886,606 13,288,362 1,988,895 470,043 55,553,654<br />
Accumulated depreciation<br />
as at 1 January <strong>2004</strong> 0 8,082,508 8,311,197 0 0 16,393,705<br />
Depreciation - 744,206 1,017,786 - - 1,761,992<br />
Decrease in accumulated depreciation - - 64,070 - 4,194 - - - 68,264<br />
Disposals and write-offs - - 350,736 - 615,802 - - - 966,538<br />
Accumulated depreciation<br />
as at 31 December <strong>2004</strong> - 8,411,908 8,708,987 - - 17,120,895<br />
Net carrying amount<br />
as at 1 January <strong>2004</strong> 6,928,961 22,707,207 3,566,841 2,209,091 397,269 35,809,369<br />
Net carrying amount<br />
as at 31 December <strong>2004</strong> 6,919,748 24,474,698 4,579,375 1,988,895 470,043 38,432,759<br />
Merkur holds a three-quarter share of all investments into tangible fixed assets of Merkur Group. In <strong>2004</strong>,<br />
the investments in total of SIT 4,954.9 million were activated. New investments were started in relation<br />
to the acquisition of land for a sales centre in Ptuj, and Velenje, and the second phase of construction<br />
of warehousing facilities for ferrous and non-ferrous metal products in Naklo. The investments into the<br />
construction of sales centres in Vižmarje-Ljubljana and in Škofja Loka remained incomplete. As at 31<br />
December <strong>2004</strong>, investments into tangible fixed assets under construction or in progress totalled SIT<br />
1,988.9 million.<br />
In <strong>2004</strong>, the company sold assets in the carrying amount of SIT 513.0 million (Elektro center Kranj, sales<br />
outlet in Litija, a plot of land in Škofja Loka, and certain means of transport), generating profit from sales<br />
in the amount of SIT 404.2 million and a SIT 18.3 million loss.<br />
The economic life period of the tangible fixed assets was estimated, and met the expectations, so assets<br />
were employed so as to bring economic benefits. According to the calculated asset value in relation to the<br />
employment of fixed assets, which present cash carrying units, and data on net sales value of assets, there<br />
is no reason for the impairment of tangible fixes assets.
CHANGES IN TANGIBLE FIXED ASSETS OF MERKUR GROUP IN <strong>2004</strong><br />
Notes and Disclosures<br />
SIT thousand<br />
Tangibles<br />
Other under con- Advances<br />
machinery struction and for Total<br />
Item Land Building and equipment in progress tangibles tangibles<br />
Cost of purchase as at 1 January <strong>2004</strong> 7,258,017 32,421,059 14,110,249 2,350,298 404,376 56,543,999<br />
Acquisitions 183,995 34,523 708,769 5,383,241 72,774 6,383,303<br />
Transfer of assets in process of acquisition 131,421 2,777,967 2,144,072 - 5,053,460 - 0<br />
Transfers within groups of tangibles - 126,503 16,866 - 145,475 - - 2,106<br />
Revaluation, exchange-rate differences 73,010 26,784 8,753 - 4,401 99 104,245<br />
Disposals and write-offs - 125,845 - 905,809 - 1,049,756 - 48,163 - 7,206 - 2,132,779<br />
Purchase costs as at<br />
31 December <strong>2004</strong> 7,520,598 34,481,028 15,938,953 2,482,040 470,043 60,892,661<br />
Accumulated depreciation<br />
as at 1 January <strong>2004</strong> 0 8,457,885 9,412,135 0 0 17,870,020<br />
Depreciation - 787,000 1,325,867 - - 2,112,867<br />
Decrease in accumulated depreciation - - 64,070 - 8,912 - - - 72,982<br />
Transfers within groups of tangibles - - 4,577 4,454 - - -123<br />
Revaluation, exchange rate differences - 3,557 1,494 - - 5,051<br />
Disposals and write-offs - - 467,266 - 913,727 - - - 1,380,993<br />
Accumulated depreciation<br />
as at 31 December <strong>2004</strong> 0 8,712,529 9,821,311 0 0 18,533,840<br />
Net carrying amount as at<br />
1 January <strong>2004</strong> 7,258,017 23,963,174 4,698,114 2,350,298 404,376 38,673,979<br />
Net carrying amount as at<br />
31 December <strong>2004</strong> 7,520,598 25,768,499 6,117,642 2,482,040 470,043 42,358,822<br />
TANGIBLE FIXED ASSETS ACQUIRED BY THE MERKUR GROUP IN <strong>2004</strong><br />
ON THE BASIS OF A FINANCIAL LEASE<br />
SIT thousands<br />
Carrying Carrying<br />
amount at Decrease - amount at<br />
Enterprise 1. 1. <strong>2004</strong> Acquisitions depreciation 31. 12. <strong>2004</strong><br />
Merkur, d. d. 1,029,322 41,373 - 24,547 1,046,148<br />
TC Bršljin 1,028,010 - - 22,546 1,005,464<br />
Equipment 1,312 41,373 - 2,001 40,684<br />
Bofex d. o. o. 123,863 35,790 - 21,771 137,882<br />
Facility in Postojna 116,272 - - 15,519 100,753<br />
Facility in Rogaška Slatina - 39,459 - 5,635 33,824<br />
Equipment 7,591 - 3,669 - 617 3,305<br />
Obligations arising from the financial lease of tangible fixed assets are recognized by Merkur, d. d. as<br />
a long-term operating liability of SIT 837.7 million, whilst current amount of SIT 208.4 million which<br />
matures in 2005 is recognised as a short-term operating liability. Bofex, d. o. o. recognises SIT 137.9<br />
million of operating liabilities arising from the financial lease of tangible fixed assets.<br />
The following real estate owned by the Merkur Group has been mortgaged:<br />
• 505,107m 2 of built-up and unbuilt land with a carrying value of SIT 5,685.4 million;<br />
• 186,773m 2 of buildings with a carrying value of SIT 15,394.3 million.<br />
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AR <strong>2004</strong><br />
4.3. LONG-TERM INVESTMENTS<br />
CLASSIFICATION OF LONG-TERM INVESTMENTS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
III. Long-term investments (1 + 2 + 3) 13,482,486 24,636,854 9,995,460 10,402,238<br />
1. Equity interests in the group 3,133,752 14,113,000 - -<br />
2. Other long-term investment participations, of that 8,235,759 8,298,157 7,740,576 7,806,767<br />
- investment property 1,616,366 1,545,619 1,121,183 1,052,061<br />
3. Other long-term receivables due from others 2,112,975 2,225,697 2,254,884 2,595,471<br />
98% of long-term investments of the Merkur Group are held by Merkur, d. d. and represent investments<br />
in equity or financial debt of enterprises that do not belong to the Group. At the end of <strong>2004</strong> the parent<br />
company’s investments can be broken down into:<br />
• Equity interests in group enterprises, which account for 23% of total investments;<br />
• Other long-term investment participations and other financial receivables representing 65% of total<br />
investments;<br />
• Investment property which accounts for 12% of total long-term investments of the parent company.<br />
LONG-TERM INVESTMENTS IN ENTERPRISES WHERE<br />
MERKUR, D. D. HOLDS NO LESS THAN 20% OF EQUITY INTERESTS<br />
SIT thousand<br />
Equity Percentage Investment Total Result<br />
interests held at value at equity at in<br />
Item held since 31. 12. <strong>2004</strong> 31. 12. <strong>2004</strong> 31. 12. <strong>2004</strong> <strong>2004</strong><br />
Equity interests held in enterprises in the group 3,133,752 2,591,256 - 2,888,085<br />
Merkur Group enterprises located in Slovenia 784,537 219,191 - 3,096,592<br />
• Kovinotehna, d. o. o., Celje 1999 100.00 144,142 145,898 133,346<br />
• Bofex, d. o. o., Ljubljana 1999 100.00 640,395 73,293 - 3,229,938<br />
Merkur Group enterprises located abroad 2,349,215 2,372,065 208,507<br />
• Merkur International Zagreb, d. o. o. 1994 100.00 1,707,240 1,707,240 43,388<br />
• Merkur Makedonija, doo, Skopje 1994 90.35 209,394 231,759 21,447<br />
• Inter<strong>merkur</strong>, d. o. o., Sarajevo 1998 99.63 131,287 131,774 26,227<br />
• Merkur International Praha spol. S.r.o. 1994 100.00 139,340 139,339 24,156<br />
• Merkur MI Handels GmbH, München 1994 100.00 45,631 45,631 18,103<br />
• Merkur Perles Italia, s.r.l., Villesse 1994 100.00 27,114 27,113 9,350<br />
• Merkur Beograd, d. o. o. 1994 100.00 89,209 89,209 65,836
CHANGES IN LONG-TERM INVESTMENTS OF MERKUR, D. D. IN <strong>2004</strong><br />
Notes and Disclosures<br />
SIT thousand<br />
Other Total long-term<br />
Equity interests long-term equity interests<br />
in enterprises investment Investment and investment<br />
Item in the Group participations property property<br />
Gross value at 1. 1. <strong>2004</strong> 14,125,139 6,955,336 1,545,619 22,626,094<br />
Increase (+) 364,387 2,597,720 439,381 3,401,488<br />
New investments - 2,597,720 439,381 3,037,101<br />
Participations in the profit of enterprises in the group 351,348 - - 351,348<br />
Revaluation – exchange differences 13,039 - - 13,039<br />
Decrease (-) - 11,355,774 - 2,723,728 - 368,634 - 14,448,136<br />
Disposals - - 2,723,728 - 368,634 - 3,092,362<br />
Withdrawal of equity of an enterprise in the group - 8,047,604 - - - 8,047,604<br />
Loss incurred by enterprises in the group - 3,308,170 - - - 3,308,170<br />
Other equity write-offs - - - 0<br />
Gross value at 31. 12. <strong>2004</strong> 3,133,752 6,829,328 1,616,366 11,579,446<br />
Revaluation at 1. 1. <strong>2004</strong> 12,139 202,798 0 214,937<br />
Investments written-off, later recovered - - - 0<br />
Final investment write-off - - - 0<br />
Revalued during the year - 12,139 7,137 - - 5,002<br />
Revaluation at 31. 12. <strong>2004</strong> 0 209,935 0 209,935<br />
Net value at 1. 1. <strong>2004</strong> 14,113,000 6,752,538 1,545,619 22,411,157<br />
Net value at 31. 12. <strong>2004</strong> 3,133,752 6,619,393 1,616,366 11,369,511<br />
Compared to 2003, investments in enterprises in the Group fell due to the withdrawal of SIT 8,047.6<br />
million of equity of the subsidiary Kovinotehna, d. o. o. and settlement of losses of total SIT 3,308.1 million<br />
incurred by Bofex, d. o. o.<br />
The increase as well as the majority of the decrease of other long-term investment participations are<br />
due to the acquisition and disposal of Gorenjska banka shares. The outcome of transactions with these<br />
shares is disposal of 5,830 shares, reducing Merkur’s interest in the bank from 11.9% to 10.1%. When we<br />
consider the latest transaction prices, this is an investment for the future worth SIT 3,527.3 million.<br />
CHANGES IN LONG-TERM INVESTMENTS OF THE MERKUR GROUP IN <strong>2004</strong><br />
SIT thousand<br />
Other long-term Total long-term<br />
investment Investment equity interests and<br />
Item participations property investment property<br />
Gross value at 1. 1. <strong>2004</strong> 7,260,249 1,092,229 8,352,478<br />
Increase (+) 3,308,962 439,381 3,748,343<br />
New investments 3,318,324 439,381 3,757,705<br />
Reclassifications - 13,086 - - 13,086<br />
Revaluation – exchange differences 3,724 - 3,724<br />
Decrease (-) - 2,731,884 - 370,259 - 3,102,143<br />
Disposals - 2,723,728 - 370,259 - 3,093,987<br />
Final investment write-off - 8,156 - - 8,156<br />
Gross value at 31. 12. <strong>2004</strong> 7,837,327 1,161,351 8,998,678<br />
Revaluation at 1. 1. <strong>2004</strong> 505,543 40,168 545,711<br />
Reclassifications - 12,138 - - 12,138<br />
Final investment write-off - 8,548 - - 8,548<br />
Revalued during the year 733,077 - 733,077<br />
Revaluation at 31. 12. <strong>2004</strong> 1,217,934 40,168 1,258,102<br />
Net value at 1. 1. <strong>2004</strong> 6,754,706 1,052,061 7,806,767<br />
Net value at 31. 12. <strong>2004</strong> 6,619,393 1,121,183 7,740,576<br />
75<br />
AR <strong>2004</strong>
76<br />
AR <strong>2004</strong><br />
Credit ratings of enterprises in which Merkur Group holds investments are reviewed at least once a year to help<br />
reduce the risks associated with investments in other enterprises and to maintain their fair value. Reduction of<br />
no less than 20% of the investment is made for investments in enterprises which are undergoing restructuring.<br />
CHANGES IN LONG-TERM FINANCIAL RECEIVABLES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP IN <strong>2004</strong><br />
SIT thousand<br />
Item Merkur, d. d. Merkur Group<br />
Gross value at 1. 1. <strong>2004</strong> 2,307,077 2,676,851<br />
Current amounts of long-term receivables (+) 1,331,720 1,441,440<br />
Increase (+) 781,200 839,127<br />
Acquisitions 730,368 778,268<br />
Interest accrual 2,469 6,310<br />
Revaluation – exchange differences 48,363 54,549<br />
Decrease (-) - 1,294,516 - 1,629,347<br />
Repayments - 1,289,981 - 1,624,812<br />
Final write-off - 4,535 - 4,535<br />
Current amounts of long-term receivables (-) - 894,729 - 955,410<br />
Gross value at 31. 12. <strong>2004</strong> 2,230,752 2,372,661<br />
Bad debt allowances at 1. 1. <strong>2004</strong> 81,380 81,380<br />
Long-term financial receivables written-off, later recovered - 115 - 115<br />
Final write-offs of long-term financial receivables - 4,535 - 4,535<br />
Bad debt allowances made during the year 41,047 41,047<br />
Bad debt allowances at 31. 12. <strong>2004</strong> 117,777 117,777<br />
Net value at 1. 1. <strong>2004</strong> 2,225,697 2,595,471<br />
Net value at 31. 12. <strong>2004</strong> 2,112,975 2,254,884<br />
Long-term financial receivables of the Merkur Group were down 13% compared to 2003. 56% or SIT<br />
1,261 million of long-term financial receivables arose from long-term deposits granted in relation to longterm<br />
lease of Merkur shopping centres.<br />
INSTRUMENTS USED TO HEDGE LONG-TERM FINANCIAL RECEIVABLES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
Long-term financial receivables 2,112,975 2,225,697 2,254,884 2,595,471<br />
• Mortgages 277,915 550,009 347,557 672,400<br />
• Guaranties - 7,318 - 7,318<br />
• Bills of exchange 16,686 29,152 16,686 29,152<br />
• Others* 1,609,964 1,368,306 1,625,356 1,586,189<br />
• Unsecured 208,410 270,912 265,285 300,412<br />
* counter-agreements, sureties and insurance premiums, movable property<br />
MATURITY OF LONG-TERM FINANCIAL RECEIVABLES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
Long-term financial receivables 2,112,975 2,225,697 2,254,884 2,595,471<br />
• Maturing over a period of 1 to 2 years 629,661 714,081 648,988 931,964<br />
• Maturing over a period of 2 to 3 years 167,898 109,318 237,541 115,543<br />
• Maturing over a period of 3 to 4 years 84,028 128,936 109,138 217,070<br />
• Maturing over a period of 4 to 5 years 60,310 89,879 60,310 89,879<br />
• Maturing over a period of more than 5 years 1,171,078 1,183,483 1,198,907 1,241,015
4.4. INVENTORIES<br />
CLASSIFICATION OF INVENTORIES<br />
Notes and Disclosures<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I. Inventories (1 + 2 + 3) 25,742,510 16,768,994 34,575,944 24,839,589<br />
1. Material 35,363 36,098 58,451 52,906<br />
2. Products and merchandise 24,757,188 16,584,645 33,816,916 24,288,269<br />
• in warehouses 16,765,020 9,024,268 20,429,546 12,130,049<br />
• in stores 7,488,471 6,822,011 12,738,362 11,394,000<br />
• goods in transit 503,697 738,366 649,008 764,220<br />
3. Advances for inventories 949,959 148,251 700,577 498,414<br />
At 31.12.<strong>2004</strong>, inventories of the Group were up 39% to SIT 34,575.9 million compared to 2003. The increase<br />
was primarily the result of changes affecting the range of ferrous and non-ferrous products due to a worldwide<br />
increase in prices in <strong>2004</strong> and also due to larger quantities purchased. Inventories held by Merkur, d. d. account<br />
for 74% of all inventories of the Group; 13% of all inventories were held by Bofex, d. o. o., 9% by MI Zagreb and<br />
4% of all inventories were held by the remaining enterprises in the Group.<br />
In accordance with the assessed net selling prices, the net recoverable value of inventories held by the Merkur<br />
Group exceeds their book value. No inventories are pledged as collateral.<br />
STOCKTAKING SURPLUS AND DEFICIT, INVENTORY WRITE-OFFS DUE TO A REDUCTION IN QUALITY,<br />
AND ADJUSTMENT OF THEIR VALUE RECOGNISED BY MERKUR, D. D. AND THE MERKUR GROUP IN <strong>2004</strong><br />
MERKUR, D. D.<br />
SIT thousand<br />
Merchandise Merchandise Total<br />
Item in warehouses held in stores merchandise<br />
Changes in regular operating expenses - 112,260 - 121,434 - 233,694<br />
• Surplus established during physical stock count 88,636 81,097 169,733<br />
• Surplus determined during the period 29,571 2138 31,709<br />
• Deficit established during physical stock count - 10,197 - 31,702 - 41,899<br />
• Deficit determined during the period - 16,080 - 16,592 - 32,672<br />
• Breakage and leakage determined during physical stock count - 28,948 - 93,125 - 122,073<br />
• Breakage and leakage determined during the period - 175,242 - 63,250 - 238,492<br />
Revaluation operating expenses - 51,405 - 12,082 - 63,487<br />
• Allowances for obsolete inventory - 51,405 - 12,082 - 63,487<br />
MERKUR GROUP<br />
SIT thousand<br />
Merchandise Merchandise Total<br />
Item in warehouses held in stores merchandise<br />
Changes in regular operating expenses - 205,740 - 130,686 - 336,426<br />
• Surplus established during physical stock count 92,633 83,876 176,509<br />
• Surplus determined during the period 25,571 2,138 27,709<br />
• Deficit established during physical stock count - 34,018 - 36,829 - 70,847<br />
• Deficit determined during the period - 16,080 - 16,592 - 32,672<br />
• Breakage and leakage determined during physical stock count - 32,433 - 93,125 - 125,558<br />
• Breakage and leakage determined during the period - 241,413 - 70,154 - 311,567<br />
Revaluation operating expenses - 368,130 - 557,538 - 925,668<br />
• Allowances for obsolete inventory - 59,022 - 12,082 - 71,104<br />
• Other inventory impairment - 309,108 - 545,456 - 854,564<br />
77<br />
AR <strong>2004</strong>
78<br />
AR <strong>2004</strong><br />
In <strong>2004</strong> stocktaking differences and other write-offs of merchandise in the Group reached SIT 336.4<br />
million, twice the amount recognised in 2003 (SIT 156.5 million). This increase was due to a significant<br />
clear-out of stock by Merkur, d. d. and Bofex, d. o. o. Inventory impairment of total SIT 925.7 million was<br />
recognised by the Group as revaluation operating expenses. Of this, SIT 71.1 million of allowances were<br />
made for obsolete inventory (SIT 54.8 million in 2003), whilst SIT 854.6 million of inventory reduction<br />
resulted from reconciliation of differences arising from the valuation of inventories held by Bofex, d. o. o.<br />
in the past.<br />
4.5. OPERATING RECEIVABLES<br />
CLASSIFICATION OF OPERATING RECEIVABLES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II. Operating receivables (a + b) 40,268,740 31,389,113 40,108,509 34,727,361<br />
a) Long-term operating receivables due from others 330,525 147,742 339,976 149,623<br />
b) Short-term operating receivables (1 + 2 + 3) 39,938,215 31,241,371 39,768,533 34,577,738<br />
1. Short-term accounts receivable 30,034,362 26,552,025 37,838,565 32,679,381<br />
2. Short-term operating receivables due<br />
from group enterprises less associates 8,975,650 3,436,036 - -<br />
3. Short-term operating receivables due from others 928,203 1,253,310 1,929,968 1,898,357<br />
At 31 December <strong>2004</strong>, a total SIT 40,108.5 million of operating receivables of the Merkur Group<br />
represented a 15% increase compared to 2003. Since net sales revenue was up 25% compared to the<br />
15% increase of operating receivables, this was clear evidence of the successful risk management of<br />
receivables. Compared to 2003, the receivable turnover period was 15 days shorter.<br />
All classes of receivables except receivables due from state and public institutions were secured with blank<br />
bills or guaranteed bills obtained when individual contract is signed. All receivables in excess of SIT 30<br />
million must be secured with a bank guarantee, a mortgage, or securities.<br />
The Group’s principles of receivables management (including the pertaining risks) are uniformly applied<br />
by Merkur, d. d. and its subsidiaries (the financial risk management is described in the business report).<br />
SHORT-TERM OPERATING RECEIVABLES OF MERKUR, D. D. AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
ACCORDING TO THEIR MATURITY<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II.b) Short-term operating receivables 39,938,215 31,241,371 39,768,533 34,577,738<br />
Not matured 23,922,778 18,936,452 24,974,006 20,690,595<br />
Due and outstanding 17,892,837 14,199,014 18,238,940 16,804,535<br />
• up to 30 days 11,261,663 9,126,904 8,691,871 9,002,736<br />
• between 31 and 90 days 2,754,748 1,620,382 3,716,756 2,042,253<br />
• between 91 and 180 days 1,159,705 386,238 1,301,752 743,702<br />
• between 181 and 365 days 290,708 486,929 826,388 858,895<br />
• in excess of 12 months* 2,426,013 2,578,561 3,702,173 4,156,949<br />
Bad debt allowances - 1,877,400 - 1,894,095 - 3,444,413 - 2,917,392<br />
*Receivables due and outstanding more than 12 months represent disputed receivables.<br />
At the end of <strong>2004</strong>, SIT 3,444.4 million of provisions were made against operating receivables of the Group<br />
(SIT 2,917.4 million in 2003), whilst provisions made against operating receivables of Merkur, d. d. total<br />
SIT 1,877.4 million (SIT 1,894.1 million in 2003). The amount of provisions made for short-term operating<br />
receivables of the parent company fell by SIT 458.6 million primarily due to the receivable write-off<br />
following the conclusion of bankruptcy proceedings, forced settlements and court disputes. On the other<br />
hand, SIT 441.9 million of additional provisions were made in accordance with the adopted accounting<br />
policy. Provisions made by the Group are up 18% as a result of reconciliation of the accounting policies.
Notes and Disclosures<br />
The bankruptcy procedure introduced in Avtomontaža bus d.o.o. is currently in progress. Merkur, d. d.<br />
reports outstanding receivables of total SIT 450 million due by the enterprise for which provisions were<br />
made in the amount of 53% of total outstanding amount. These receivables were subject to two court<br />
actions brought against the company:<br />
1. a court action contesting the separation right was in <strong>2004</strong> partly rejected. Merkur appealed against the<br />
decision of the first instance and is currently awaiting the resolution.<br />
2. a court action contesting the actions and refund of the settlement. Authority of the second instance<br />
ordered Merkur to refund SIT 412.1 million of the bankruptcy estate; the difference was annulled.<br />
Merkur has instigated an audit of the final resolution and is currently awaiting the decision.<br />
OPERATING RECEIVABLES OF MERKUR, D. D. AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
BY REGIONAL SEGMENTS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II. Operating receivables 40,268,740 31,389,113 40,108,509 34,727,361<br />
a) Long-term 330,525 147,742 339,976 149,623<br />
• Slovenia – local market 330,525 147,742 332,183 149,623<br />
• Foreign markets - - 7,793 -<br />
b) Short-term 39,938,215 31,241,371 39,768,533 34,577,738<br />
• Slovenia – local market 31,228,815 26,957,450 31,695,235 29,014,042<br />
• Foreign markets 8,709,400 4,283,921 8,073,298 5,563,696<br />
4.6. SHORT-TERM INVESTMENTS<br />
CLASSIFICATION OF SHORT-TERM INVESTMENTS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
III. Short-term investments (1 + 2) 6,036,384 5,281,171 6,449,694 6,273,961<br />
1. Own shares - 126,504 - 267,505<br />
2. Short-term investments in other enterprises 6,036,384 5,154,667 6,449,694 6,006,456<br />
Short-term investments of the Group were up 3% (14% in respect of Merkur, d. d.). This was primarily<br />
the result of the acquisition of trading securities of Sava Kranj, which accounted for 28% of all short-term<br />
investments.<br />
INSTRUMENTS USED TO HEDGE SHORT-TERM INVESTMENTS OF MERKUR D. D.<br />
AND THE MERKUR GROUP (LESS OWN SHARES) AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
Short-term loans 6,036,384 5,154,667 6,449,694 6,006,456<br />
• Mortgages 584,302 576,092 619,123 624,085<br />
• Guaranties 658,970 - 658,970 -<br />
• Bills of exchange 1,594,777 299,307 1,594,777 320,240<br />
• Others* 445,662 797,231 630,229 830,002<br />
• Unsecured 2,752,673 3,482,037 2,946,595 4,232,129<br />
*Counter-agreements, shares, movable property<br />
79<br />
AR <strong>2004</strong>
80<br />
AR <strong>2004</strong><br />
OWN SHARES<br />
Average<br />
Value price<br />
Item Number of shares SIT thousand SIT/share<br />
Balance at 01. 01. <strong>2004</strong>: 17,658 267,505 15,149.20<br />
Merkur, d. d. 8,443 126,504 14,983.30<br />
Kovinotehna, d. o. o. 9,215 141,001 15,301.20<br />
Acquisitions 10,152 230,116 22,667.10<br />
6,198 83,859 13,530.00<br />
3,954 146,257 36,989.80<br />
Disposals 27,810 430,670 15,486.10<br />
9,150 155,550 17,000.00<br />
9,100 139,230 15,300.00<br />
9,445 134,119 14,200.00<br />
115 1,771 15,396.15<br />
Balance at 31. 12. <strong>2004</strong>: 0 0 0<br />
In accordance with the approved option scheme, the company acquired its own shares in order to offer<br />
these as awards to the management, Supervisory Board and business nominees of the controlling entity<br />
and its subsidiaries (indent 2, Article 240 of the Companies Act).<br />
In <strong>2004</strong> the company disposed of 27,810 of its own shares worth a total of SIT 430.7 million as part of this<br />
option scheme. This accounts for 2.29% of total shares. The company acquired its own shares at a cost of<br />
SIT 497.6 million. SIT 2.9 million of gains and SIT 69.8 million of losses arising from the transaction (the<br />
difference between the acquisition price and the selling price of shares) are recognised as the increase or<br />
decrease in equity.<br />
Stock options were given to the members of the Management and Supervisory Boards and proxies for the<br />
years 1999, 200 and 2001, while the option rights allowed to members of the Management Board and<br />
proxies for 2002 and 2003 (totalling 26,960), and to the members of the Supervisory Board for the year<br />
2003 (total of 1,620), remained unrealized.<br />
4.7. BANK BALANCES, CHEQUES AND CASH ON HAND<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
IV. Bank balances, cheques and cash (1 + 2 + 3) 185,766 312,974 1,452,384 1,270,934<br />
1. Cash on hand 44,441 45,131 62,550 54,224<br />
2. Cash on bank accounts 120,898 192,342 1,121,918 1,088,967<br />
3. Cheques 20,427 75,501 267,916 127,743<br />
4.8. DEFERRED COSTS AND ACCRUED REVENUES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
C. Deferred costs and accrued revenues (1 + 2) 137,252 135,178 253,035 254,394<br />
1. Deferred costs and expenses 129,844 104,418 160,748 221,583<br />
• interest - - 9,210 11,876<br />
• other 129,844 104,418 151,538 209,707<br />
2. Accrued revenues 7,408 30,760 92,287 32,811<br />
Deferred costs and accrued revenues of the Merkur Group remained at the same level as at the end of the<br />
preceding financial year. Deferred costs and accrued revenues of the controlling entity accounted for 54%<br />
of the total recognised by the Group. The major amount represented SIT 129.8 million of accrued costs.<br />
Amongst other group enterprises, Bofex, d. o. o. reported a total of SIT 88.6 million of deferred costs<br />
and accrued revenues of which SIT 78.0 million represented accrued revenues from contractually agreed<br />
supplier discounts approved for merchandise acquired in <strong>2004</strong>.
4.9. EQUITY<br />
Notes and Disclosures<br />
At 31 December <strong>2004</strong>, the share capital of Merkur, d. d. represented 1,214,585 ordinary registered shares.<br />
One ordinary registered share par value SIT 10,000.00 ensures the following rights to its holder:<br />
• One vote at the shareholders’ meeting,<br />
• Proportionate amount of dividends,<br />
• Proportionate amount of bankruptcy or liquidation estate in the event of bankruptcy or liquidation.<br />
Dematerialised securities of Merkur, d. d. are registered in the central securities register at the Ljubljana<br />
Central Securities Clearing Corporation (Centralna klirinško depotna družba d. d., Ljubljana – KDD).<br />
Capital surplus represents amounts generated through payments exceeding the nominal value of shares<br />
issued.<br />
Reserves comprise retained net profits from previous periods earmarked primarily to settle potential<br />
future losses. Reserves are classified as:<br />
• Legal reserves earmarked as securing the interests of the creditors;<br />
• Reserves for own shares which are made in the amount of investment in the enterprise’s own shares<br />
recognised as the enterprise’s assets;<br />
• Other reserves such as free reserves intended as reserves for own shares, loss settlement, share capital<br />
increase, profit distribution to shareholders, employees and members of the Management Board and<br />
the Supervisory Board, as reserves for other business risks, additional legal reserves and reserves used<br />
for other purposes in accordance with the business policy of the enterprise.<br />
CLASSIFICATION OF EQUITY<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
A. EQUITY (A./1 + A.2) 40,371,825 38,501,179 38,395,464 36,666,290<br />
A./1. MAJORITY SHAREHOLDERS’ EQUITY<br />
(I + II + III + IV + V + VI + VII) 40,371,825 38,501,179 38,372,611 36,644,634<br />
I. Registered capital (1 + 2) 12,145,850 12,145,850 12,145,850 12,145,850<br />
1. Share capital 12,145,850 12,145,850 12,145,850 12,145,850<br />
2. Uncalled capital (deductible component) - - - -<br />
II. Capital surplus 4,809,029 4,713,830 4,809,029 4,713,830<br />
III. Reserves (1 + 2 + 3 + 4) 2,260,428 1,598,242 2,260,428 1,598,242<br />
1. Legal reserves 1,330,273 1,330,273 1,330,273 1,330,273<br />
2. Reserves for own shares - 267,505 - 267,505<br />
3. Other reserves 930,155 464 930,155 464<br />
IV. Net retained earnings 8,341,867 6,670,738 6,483,117 4,864,725<br />
V. Net profit for the period 1,810,138 2,368,430 1,652,193 2,315,161<br />
VI. Capital revaluation adjustment (1 + 2) 11,004,513 11,004,089 11,006,268 11,006,294<br />
1. General capital revaluation adjustment 11,004,089 11,004,089 11,004,089 11,004,089<br />
2. Specific capital revaluation adjustment 424 - 2,179 2,205<br />
VII. Consolidation equity adjustments - - 15,726 532<br />
A./2. MINORITY SHAREHOLDERS’ EQUITY - - 22,853 21,656<br />
Compared to the year before, the majority shareholders’ equity of the Group was up 4.7% and 4.9%<br />
in respect of the parent company. At 31 December <strong>2004</strong>, SIT 38,372.6 million of equity of the majority<br />
owner was lower than the total amount of the equity of the controlling entity (a difference of SIT 1,999.2<br />
million). This was due to the elimination of the following: SIT 1,858.8 of profits generated from intragroup<br />
transactions in the previous periods, SIT 157.9 million of differences in the net profit for the period and<br />
capital revaluation adjustments, and SIT 17.5 million of consolidation differences recognised by the<br />
Group.<br />
81<br />
AR <strong>2004</strong>
82<br />
AR <strong>2004</strong><br />
MAINTAINING THE PURCHASING POWER OF EQUITY AND THE EFFECT<br />
ON THE OPERATING RESULT OF MERKUR, D. D., AND THE MERKUR GROUP<br />
MERKUR, D. D.<br />
SIT thousand<br />
Revaluation Revaluation General Revalued<br />
Item basis coefficient revaluation equity<br />
Total equity 40,371,825<br />
Net profit for the period 2,810,138<br />
• Revaluation based on the increase in Euro 37,561,687 0,0129 484,546<br />
Equity after the revaluation based on Euro 40,856,371<br />
• Revaluation based on the consumer prices increase 37,561,687 0,032 1,201,974<br />
Equity after the revaluation based on consumer prices increase 41,573,799<br />
MERKUR GROUP<br />
SIT thousand<br />
Revaluation Revaluation General Revalued<br />
Item basis coefficient revaluation equity<br />
Total equity 38,395,464<br />
Net profit for the period 2,652,193<br />
• Revaluation based on the increase in Euro 35,743,271 0,0129 461,088<br />
Equity after the revaluation based on Euro 38,856,552<br />
• Revaluation based on the consumer prices increase 35,743,271 0,032 1,143,785<br />
Equity after the revaluation based on consumer prices increase 39,539,249<br />
According to the provisions of SAS 8.28, no equity revaluation was made in <strong>2004</strong> since during the<br />
preceding financial year the increase in the value of Euro did not exceed 5.5% (an increase of 2.8%).<br />
However, in compliance with SAS 8.40, enterprises are required to disclose the effects on the operating<br />
result of the general capital adjustment made for the purpose of maintaining the value of equity.<br />
If in <strong>2004</strong> the equity was adjusted for the increase in the value of Euro, the operating result of Merkur, d. d.,<br />
would be lower by SIT 484.5 million and SIT 461.1 million in respect of the Group. If equity was adjusted for<br />
the increase in consumer prices, the operating result of Merkur, d. d. would be lower by SIT 1,202.0 million<br />
and SIT 1,143.8 million in respect of the Group. If necessary, this could have been offset against strengthening<br />
of the assets which was not recognised in the accounting records.<br />
4.10. PROVISIONS<br />
SIT thousand<br />
Merkur, d. d Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
B. PROVISIONS (1 + 2 + 3) 124 68 159,233 68,577<br />
1. Provisions for pensions and similar liabilities - - 3,045 10,300<br />
2. Provisions for taxes - - - 4,558<br />
3. Other provisions 124 68 156,188 53,719<br />
The majority of long-term provisions of Merkur Group, that is, SIT 137.6 million, is recognised by<br />
Kovinotehna, d. o. o. In <strong>2004</strong> provisions of SIT 45.6 million made in respect of the legal action brought by<br />
TKB Trieste were reversed and credited to the result, whilst SIT 83.6 million of new provisions was made in<br />
respect of the court resolutions. SIT 54.0 million of provisions made in the past in relation to SKB d.d. was<br />
transferred from short-term financial liabilities to long-term provisions.
4.11. LONG-TERM FINANCIAL LIABILITIES<br />
CLASSIFICATION OF LONG-TERM FINANCIAL LIABILITIES<br />
Notes and Disclosures<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I.a) Long-term financial liabilities (1 + 2) 17,499,308 15,197,565 19,911,079 16,648,230<br />
1. Long-term financial liabilities to banks 17,499,308 15,197,565 19,911,079 15,204,832<br />
• local banks 11,920,772 14,453,831 13,122,299 14,453,831<br />
• foreign banks 5,578,536 743,734 6,788,780 751,001<br />
2. Long-term financial liabilities to others - - - 1,443,398<br />
Long-term financial liabilities of the Group and the parent company accounted for more than 95% of all<br />
long-term liabilities and have, in line with the <strong>2004</strong> business and financial plan to ensure the relevant<br />
resources structure, increased by 20% and 15% respectively.<br />
A variable rate of interest tied to EURIBOR ranging from 0.7% to 1.0% was charged on long-term bank<br />
credits. In the event of a late settlement, the interest rate charged increased by 2 percent.<br />
Long-term debt arising from long-term bank credits was recognised at fair value.<br />
As the interest on the majority of long-term credits was charged at EURIBOR rate which was continuing its<br />
downward trend, in <strong>2004</strong> the interest rate risk was assessed as very low (detailed presentation of financial<br />
risk management was included in the business report).<br />
CHANGES IN LONG-TERM FINANCIAL LIABILITIES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP IN <strong>2004</strong><br />
COLLATERALS GRANTED FOR LONG-TERM FINANCIAL LIABILITIES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Item Merkur, d. d. Merkur Group<br />
Balance at 1. 1. <strong>2004</strong> 15,197,565 16,648,230<br />
Current amounts of long-term financial liabilities (+) 3,409,176 3,409,176<br />
Increase (+) 6,696,009 7,977,490<br />
New loans 6,468,409 7,673,416<br />
Revaluation 227,600 304,074<br />
Decrease (-) - 7,803,442 - 8,123,817<br />
Repayments of the principal - 3,573,840 - 3,874,969<br />
Current amounts of long-term financial liabilities - 4,229,602 - 4,248,848<br />
Balance at 31. 12. <strong>2004</strong> 17,499,308 19,911,079<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I.a) Long-term financial liabilities 17,499,308 15,197,565 19,911,079 16,648,230<br />
• Mortgages 8,332,748 10,446,132 9,778,029 11,889,529<br />
• Bills of exchange 479,486 - 479,486 7,267<br />
• Other 8,687,074 4,733,806 9,648,327 4,733,806<br />
• No collateral - 17,627 5,237 17,628<br />
83<br />
AR <strong>2004</strong>
84<br />
AR <strong>2004</strong><br />
MATURITY OF LONG-TERM FINANCIAL LIABILITIES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I.a) Long-term financial liabilities 17,499,308 15,197,565 19,911,079 16,648,230<br />
• Maturing over a period of 1 to 2 years 9,594,182 3,063,398 9,859,821 3,064,478<br />
• Maturing over a period of 2 to 3 years 2,887,932 7,845,934 4,358,458 7,845,934<br />
• Maturing over a period of 3 to 4 years 2,911,934 1,668,516 3,177,453 1,668,516<br />
• Maturing over a period of 4 to 5 years 2,042,365 1,663,727 2,313,002 1,669,914<br />
• Maturing over a period of more than 5 years 62,895 955,990 202,345 2,399,388<br />
4.12. LONG-TERM OPERATING LIABILITIES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I.b) Long-term operating liabilities to others 837,651 858,602 1,009,954 1,031,724<br />
Long-term operating liabilities represented financial lease obligations with maturity in excess of 5 years.<br />
MATURITY OF LONG-TERM OPERATING LIABILITIES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
I.b) Long-term operating liabilities 837,651 858,602 1,009,954 1,031,724<br />
• Maturing over a period of 1 to 2 years 68,033 59,214 149,533 59,214<br />
• Maturing over a period of 2 to 3 years 70,427 60,807 98,140 60,807<br />
• Maturing over a period of 3 to 4 years 76,431 63,047 90,726 63,047<br />
• Maturing over a period of 4 to 5 years 73,381 65,370 88,478 71,615<br />
• Maturing over a period of more than 5 years 549,379 610,164 583,077 777,041<br />
4.13. SHORT-TERM FINANCIAL LIABILITIES<br />
CLASSIFICATION OF SHORT-TERM FINANCIAL LIABILITIES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II.a) Short-term financial liabilities 36,133,114 25,290,634 42,307,135 32,809,802<br />
1. Short-term financial liabilities to banks 34,966,713 24,463,094 41,138,638 31,977,570<br />
• local banks 32,368,036 22,666,600 36,970,324 28,515,710<br />
• foreign banks 2,598,677 1,796,494 4,168,314 3,461,860<br />
2. Short-term financial liabilities to others 1,166,401 827,540 1,168,497 832,232<br />
Short-term financial liabilities to banks accounted for 52% of all short-term liabilities of the Group and<br />
the parent company. Short-term financial liabilities represented sources of funds for current assets. The<br />
nominal rate of interest ranged between 6.75 and 4% and continued its downward trend. In the event<br />
of late settlements, default interest was charged at the statutory rate. Repayments of interest and the<br />
principal were reconciled with the revenue generated by the company.<br />
Short-term financial liabilities were recognised at amounts recorded in loan contracts.
COLLATERALS GRANTED FOR SHORT-TERM FINANCIAL LIABILITIES OF MERKUR, D. D.<br />
AND THE MERKUR GROUP AT 31. 12. <strong>2004</strong><br />
Notes and Disclosures<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II.a) Short-term financial liabilities 36,133,114 25,290,634 42,307,135 32,809,802<br />
• Mortgages 5,957,479 7,388,861 5,957,479 7,388,861<br />
• Warranties - - 6,134,541 5,446,498<br />
• Bills of exchange 27,806,588 17,074,233 27,806,589 17,080,428<br />
• Other 1,202,646 - 1,240,029 2,066,475<br />
• No collateral 1,166,401 827,540 1,168,497 827,540<br />
4.14. SHORT-TERM OPERATING LIABILITIES<br />
CLASSIFICATION OF SHORT-TERM OPERATING LIABILITIES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II.b) Short-term operating liabilities (1 + 2 + 3 + 4 + 5) 30,492,945 35,602,776 36,827,439 32,848,980<br />
1. Short-term operating liabilities from advances 275,829 139,756 316,492 209,746<br />
2. Short-term accounts payable 24,638,025 22,423,724 33,340,396 30,109,224<br />
3. Short-term bills payable 103,400 54,000 103,400 54,000<br />
4. Short-term operating liabilities to group enterprises 3,208,290 11,466,406 - -<br />
5. Short-term operating liabilities to others 2,267,401 1,518,890 3,067,151 2,476,010<br />
Short-term operating liabilities of the Group were up 12% compared to 2003; of that, accounts payable<br />
accounted for 92% of all short-term operating liabilities. In respect of the parent company, there was a<br />
14% fall in short-term operating liabilities compared to 2003; of that, accounts payable represented 82%<br />
of all operating liabilities, and 11% of all operating liabilities were due to enterprises in the group. The<br />
average settlement period was 34 days shorter than in 2003 (in respect of Merkur, d.d.) and 27 days<br />
shorter in respect of the Group.<br />
SHORT-TERM OPERATING LIABILITIES OF THE MERKUR GROUP ACCORDING TO REGIONAL SEGMENTS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
II.b) Short-term operating liabilities 30,492,945 35,602,776 36,827,439 32,848,980<br />
• Slovenia – local market 22,533,729 28,233,385 24,706,249 22,724,870<br />
• Foreign markets 7,959,216 7,369,391 12,121,190 10,124,110<br />
4.15. ACCRUED COSTS AND DEFERRED REVENUES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item 31. 12. <strong>2004</strong> 31. 12. 2003 31. 12. <strong>2004</strong> 31. 12. 2003<br />
D. Accrued costs and deferred revenues (1 + 2) 1,679,513 307,157 1,783,027 391,333<br />
1. Accrued costs and expenses, of that: 1,621,172 230,504 1,636,430 237,295<br />
• interest 92,533 217,809 98,124 217,809<br />
• other 1,528,639 12,695 1,538,306 19,486<br />
2. Deferred revenues, of that: 58,341 76,653 146,597 154,038<br />
• interest - - 84,689 26,433<br />
• other 58,341 76,653 61,908 127,605<br />
85<br />
AR <strong>2004</strong>
86<br />
AR <strong>2004</strong><br />
At the end of <strong>2004</strong>, SIT 1,783.0 million of deferred costs and accrued revenues of the Group represented<br />
a 5.5 fold increase compared to 2003. Accrued costs and deferred revenues reported by the controlling<br />
entity accounted for 94% of the total, with the majority (SIT 1,486.4 million) representing accrued costs of<br />
collateral approved in respect of Big Bang Handels GmbH Austria.<br />
4.16. OFF BALANCE SHEET ITEMS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Off balance sheet assets 51,871,942 47,478,746 54,226,121 48,083,582<br />
• Mortgages approved 20,573,699 20,327,646 22,018,980 20,327,646<br />
• Mortgages taken out 9,536,688 8,533,388 9,825,744 8,533,388<br />
• Leased property 7,346,803 7,964,832 7,346,803 7,964,832<br />
• Guaranties approved 11,363,804 7,936,512 11,363,804 8,347,962<br />
- to subsidiaries 9,087,895 6,973,605 9,087,895 7,385,055<br />
- to other enterprises 2,275,909 962,907 2,275,909 962,907<br />
• Guaranties received 2,412,320 2,231,428 2,679,664 2,231,428<br />
• Interests due from customers in the republics<br />
of the former Yugoslavia 203,877 197,243 203,877 197,243<br />
• Other off balance sheet records 173,578 92,874 526,076 92,874<br />
• Consignment goods 140,437 128,445 140,437 128,445<br />
• Liabilities from forced settlement of Novotehna 54,358 54,358 0<br />
• Fixed assets undergoing privatization 66,378 66,378 66,378 259,764<br />
GUARANTIES APPROVED<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Enterprise <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Guaranties approved (1 + 2) 11,363,804 7,936,512 11,363,804 8,347,962<br />
1. To subsidiaries 9,087,895 6,973,603 9,087,895 7,385,053<br />
• Bofex, d. o. o. 4,955,212 3,781,132 4,955,212 4,192,582<br />
• Perles Merkur Italia, s.r.l. 2,320,185 1,923,772 2,320,185 1,923,772<br />
• Merkur International Zagreb, d. o. o. 1,198,715 - 1,198,715 -<br />
• Merkur International Praha, spol. Sr.o. 490,315 484,071 490,315 484,071<br />
• Merkur MI Handels, GmbH 123,468 784,628 123,468 784,628<br />
2. To other enterprises 2,275,909 962,909 2,275,909 962,909<br />
• Big Bang Handels GmbH 2,174,469 946,761 2,174,469 946,761<br />
• BOF Handels GMBH 95,897 - 95,897 -<br />
• Others 5,543 16,148 5,543 16,148<br />
Guaranties were approved for loans drawn by subsidiaries and are reported within short-term liabilities of<br />
the Merkur Group. Subsidiaries have not issued any guaranties to third parties.<br />
There are no other contingencies, apart from those reported in the balance or off balance sheet items by<br />
the controlling entity or its subsidiaries.
Experienced and well-trained employees offer<br />
assistance and advice to the customers and business<br />
partners, which is an invaluable part of a complex<br />
and high-quality service.<br />
87<br />
AR <strong>2004</strong>
88<br />
AR <strong>2004</strong><br />
5. DISCLOSURES AND NOTES TO THE INCOME STATEMENT<br />
The income statement format selected by the company is specified in SAS 25.6 as format II. Theoretically<br />
viable items which are not applicable to the company are not presented. The income statement is<br />
presented in a shortened version with detailed break-down of items presented in notes included in the<br />
continuation of the report.<br />
5.1. NET SALES REVENUES<br />
CLASSIFICATION OF NET SALES REVENUES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
1. Net sales revenues (a + b + c + d + e) 152,100,851 121,363,982 178,743,080 142,563,740<br />
a) Wholesale of merchandise from the warehouse 47,079,231 34,292,371 37,728,392 27,998,696<br />
b) Wholesale of merchandise in transit 49,872,510 40,501,936 60,868,139 46,500,981<br />
c) Retail sale of merchandise to legal entities 22,045,595 17,456,759 26,443,067 23,994,689<br />
d) Retail sale of merchandise to personal entities 30,898,897 27,012,719 51,266,981 41,053,425<br />
e) Services 2,204,618 2,100,197 2,436,501 3,015,949<br />
In <strong>2004</strong> the Merkur Group realised SIT 178,743.1 million of net sales, up 25% compared to 2003. Sales<br />
on Slovenian market account for 83% of total sales, 11% of total sales were generated on the markets of<br />
former Yugoslavia, and 6% on other markets. The majority, that is, over 99% of net sales, were achieved<br />
with the primary activities of the Group which are wholesale and retail trade in merchandise.<br />
In terms of net revenue from sales to entities outside the Group, 76% of net sales were achieved by the<br />
parent company Merkur, d. d., 11% by Bofex, d. o. o., 6% by Merkur International Zagreb, d. o. o., and 7%<br />
by all other enterprises.<br />
NET REVENUES OF MERKUR, D. D. AND THE MERKUR GROUP BY BUSINESS SEGMENTS<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Business segment <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Merkur, d. d. 152,100,851 121,363,982 178,743,080 142,563,740<br />
• Wholesale 97,865,177 75,590,268 99,529,272 76,428,088<br />
• Retail 53,135,212 44,578,270 77,900,770 64,940,208<br />
• Other 1,100,462 1,195,444 1,313,038 1,195,444<br />
NET REVENUES OF MERKUR, D. D., AND THE MERKUR GROUP BY REGIONAL SEGMENTS<br />
(FROM THE VIEWPOINT OF THE CONTROLLING ENTITY)<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Net sales revenues 152,100,851 121,363,982 178,743,080 142,563,740<br />
Net sales on the local market - Slovenia 129,466,837 110,214,126 147,712,481 126,646,019<br />
• Group enterprises 700,290 875,241 - -<br />
• Associates - 32,784 - 39,129<br />
• Others 128,766,547 109,306,101 147,712,481 126,606,890<br />
Net sales on foreign markets 22,634,014 11,149,856 31,030,599 15,917,721<br />
• Group enterprises 15,254,976 5,680,196 - -<br />
• Others 7,379,038 5,469,660 31,030,599 15,917,721
NET SALES REVENUES GENERATED BY MERKUR, D. D. AND<br />
THE MERKUR GROUP BY GEOGRAPHICAL MARKETS<br />
Notes and Disclosures<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Geographical markets <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
SLOVENIA 129,466,837 110,214,126 147,712,481 126,646,019<br />
FOREIGN MARKETS 22,634,014 11,149,856 31,030,599 15,917,721<br />
Republics of the former Yugoslavia 14,170,245 7,817,088 20,104,172 10,920,418<br />
• Croatia 7,310,578 4,110,718 10,922,882 6,510,149<br />
• Bosnia in Herzegovina 4,095,807 2,348,803 5,178,836 2,842,782<br />
• Serbia and Montenegro 1,889,160 868,429 2,988,522 922,155<br />
• Macedonia 874,700 489,138 1,013,932 645,332<br />
EU member states 7,849,884 1,683,750 10,312,542 3,348,285<br />
• Italy 2,794,666 389,508 3,267,158 661,013<br />
• Czech Republic 2,166,077 287,710 2,256,073 468,032<br />
• Germany 953,685 830,824 707,691 854,606<br />
• Austria 897,076 162,118 1,842,247 500,698<br />
• Cyprus 507,649 13,438 507,649 13,438<br />
• Other EU member states 530,731 152 1,731,724 850,498<br />
Other foreign markets 613,885 1,649,018 613,885 1,649,018<br />
• Russia 501,592 1,420,518 501,592 1,420,518<br />
• Others 112,293 228,500 112,293 228,500<br />
TOTAL NET SALES REVENUES 152,100,851 121,363,982 178,743,080 142,563,740<br />
5.2. SELLING COSTS AND STANDARD ADMINISTRATIVE EXPENSES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Selling costs and standard administrative<br />
expenses (4. + 5.a) 21,811,605 19,462,614 29,550,364 25,149,237<br />
Costs of material 1,220,254 1,181,134 1,546,166 1,439,513<br />
Costs of services 7,456,519 6,723,671 11,613,669 9,761,633<br />
Long-term provisions - - 85,619 3,150<br />
Labour costs 10,806,460 9,429,657 13,282,606 11,255,146<br />
• Wages 7,012,162 6,222,932 8,737,611 7,196,697<br />
• Retirement insurance costs 858,607 750,793 986,544 1,088,186<br />
• Other costs of insurance 527,091 461,752 732,047 648,661<br />
• Other labour costs 2,408,600 1,994,180 2,826,404 2,321,602<br />
Depreciation and amortization 1,997,749 1,877,668 2,614,832 2,342,177<br />
Other operating expenses 330,623 250,484 407,472 347,618<br />
In nominal terms, operating costs incurred by the Merkur Group were up 18% compared to 2003; the<br />
parent company recorded a 12% increase in operating costs compared to a 25% increase in the scope of<br />
business. According to the natural types of costs, their structure was as follows:<br />
Merkur, d. d. Merkur Group<br />
• Costs of material 6% 6%<br />
• Costs of services 34% 39%<br />
• Labour costs 50% 45%<br />
• Depreciation and amortization 9% 9%<br />
• Other expenses 1% 1%<br />
89<br />
AR <strong>2004</strong>
90<br />
AR <strong>2004</strong><br />
Labour costs represented a more significant share of costs incurred by the trade sector. An 18% increase<br />
of labour costs in the Group and 15% increase in the controlling entity were primarily due to the increase<br />
in basic wages and reconciliatory monthly allowance of SIT 7,500 per employee in trade sector. Also, the<br />
increase was partly due to the higher number of employees. According to the number of hours worked,<br />
staff numbers were up 6.2% in the Group and 1.4% in Merkur, d. d. Labour costs also included costs of an<br />
additional retirement pension scheme.<br />
5.3. REVALUATION OPERATING EXPENSES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Revaluation operating expenses (5.b + 5.c) 657,725 443,284 2,554,967 773,467<br />
5.b) Revaluation operating expenses from tangible<br />
and intangible fixed assets 36,844 43,685 258,813 213,227<br />
• Loss from sale and intangible fixed assets written-off 18,515 - 18,518 100,642<br />
• Loss from sale and tangible fixed assets written-off 18,329 43,685 240,295 89,311<br />
• Impairment of tangible fixed assets - - - 23,274<br />
5.c) Revaluation operating expenses from current assets 620,881 399,599 2,296,154 560,240<br />
• Receivable provisioning and write-off 557,393 350,608 1,341,500 489,976<br />
• Inventory allowances and write-offs 63,488 48,991 925,668 54,759<br />
• Other revaluation of assets - - 28,986 15,505<br />
In <strong>2004</strong> revaluation operating expenses incurred by the Merkur Group were 3.3 times higher than<br />
in 2003. SIT 1,547.3 million of revaluation operating expenses were recognised by Bofex, d. o. o. and<br />
represented inventory impairment (SIT 853.4 million); SIT 543.9 million of receivables were written-off<br />
and SIT 150.0 million represented other revaluation expenses associated with tangible and intangible<br />
fixed assets. Impairments were made also in respect of events which took place in previous periods.<br />
In order to reconcile the accounting policies applied by the Group, subsidiaries located abroad had<br />
to increase the amount of provisions made against operating receivables to SIT 238.8 million in total.<br />
Revaluation operating expenses recognised by Merkur, d. d., were up 48% compared to 2003, primarily<br />
as a result of SIT 441.9 million of provisions made against receivables and final write-off of SIT 115.5<br />
million of receivables which were debited against the company’s result.<br />
5.4. OTHER OPERATING REVENUE<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
6. Other operating revenues (a + b + c) 569,870 376,977 818,051 535,436<br />
a) Surplus from sale of tangible fixed assets 404,166 274,409 439,481 285,653<br />
b) Receivables written-off, later recovered 111,346 102,568 227,537 184,999<br />
c) Other operating revenues 54,358 - 151,033 64,784<br />
Other operating revenues comprises SIT 439.5 million gained on disposal of fixed assets of the Group (the<br />
majority, that is, 92% was generated by the controlling entity), and SIT 227.5 million of Group receivables<br />
written-off in the past but which were later recovered. The parent company successfully recovered SIT 111.3<br />
million of receivables which were previously written-off.
5.5. FINANCIAL REVENUES AND EXPENSES<br />
FINANCIAL REVENUES<br />
Notes and Disclosures<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Total financial revenues (7 + 8 + 9) 6,099,626 4,678,662 6,608,671 5,183,454<br />
7. Financial revenues from equity interests (a + b) 3,978,459 2,631,701 3,629,330 2,548,423<br />
a) Financial revenues from equity interests in the group<br />
less equity interest in associates 351,347 113,370 - -<br />
b) Financial revenues from other equity interests<br />
(including revaluation financial revenues) 3,627,112 2,518,331 3,629,330 2,548,423<br />
8. Financial revenues from long-term<br />
receivables due from others 246,327 228,368 275,505 255,219<br />
9. Financial revenues from short-term receivables (a + b + c) 1,874,840 1,818,593 2,703,836 2,379,812<br />
a) Interest revenues and financial revenues from short-term receiv-<br />
ables due from the group less receivables due from associates 223,632 258,011 - -<br />
b) Interest revenues and financial revenues from short-term<br />
receivables due from associates - 109 - 604<br />
c) Other financial revenues from receivables<br />
(including revaluation financial revenue) 1,651,208 1,560,473 2,703,836 2,379,208<br />
Over half of the financial revenues of the Group represented income from equity interests in other<br />
enterprises, banks and insurance companies. Of that, the parent company reported SIT 3,283.6 million of<br />
financial revenue from disposal of investments and SIT 308.0 million of dividends. These funds were used<br />
for settlement of losses incurred by Bofex, Austria. Nearly all of the financial revenues derived from longterm<br />
and short-term receivables represented interest accrued on loans approved to other enterprises; of<br />
that, the Group earned SIT 2,979.3 million of interest revenues and the controlling entity SIT 1,897.5 million.<br />
FINANCIAL EXPENSES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
Total financial expenses (10 + 11) 7,920,897 4,716,658 6,355,818 5,041,442<br />
10. Financial expenses associated with long-term<br />
and short-term investment write-offs (a + b) 3,525,989 743,575 982,769 379,119<br />
a) Revaluation financial expenses from investments<br />
in the group less investments in associates 3,308,169 479,680 - -<br />
b) Revaluation financial expenses from other investments 217,820 263,895 982,769 379,119<br />
11. Interest costs and financial costs for<br />
other liabilities (a + b + c) 4,394,908 3,973,083 5,373,049 4,662,323<br />
a) Interest costs and financial costs associated with<br />
enterprises in the group less associates 198,451 459,825 - -<br />
b) Interest costs and financial costs associated with associates - 287 - 287<br />
c) Other interest and financial costs 4,196,457 3,512,971 5,373,049 4,662,036<br />
Financial expenses of the Group comprised interest costs, exchange rate losses and revaluation expenses<br />
associated with long-term and short-term loans approved by others – especially banks. The latter represented<br />
the major share of financial expenses (SIT 4,869.4 million in respect of the Group which accounted for 77%<br />
of total financial expenses and SIT 3,126.3 million in respect of the controlling entity accounting for 39% of<br />
total financial expenses). Revaluation financial expenses from investments in the Group recognised by the<br />
parent company included SIT 3,308.2 million of net loss incurred by Bofex, d. o. o. and SIT 1,486.4 million of<br />
provisions made against guaranties approved for loans drawn by Big Bang Handels GmbH Austria.<br />
91<br />
AR <strong>2004</strong>
92<br />
AR <strong>2004</strong><br />
5.6. EXTRAORDINARY REVENUES AND EXPENSES<br />
EXTRAORDINARY REVENUES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
13. Extraordinary revenues (a + b + c) 106,053 78,688 137,297 122,880<br />
a) Receivables written-off, later recovered 42,153 19,836 52,992 19,836<br />
b) Compensations received 37,941 37,526 43,954 62,296<br />
c) Other extraordinary revenues 25,959 21,326 40,351 40,748<br />
EXTRAORDINARY EXPENSES<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
14. Extraordinary expenses (a + b + c) 372,700 98,248 446,760 142,233<br />
a) Fines 614 222 42,838 22,632<br />
b) Economic damages 312,245 45,752 316,552 45,752<br />
c) Other extraordinary expenses 59,841 52,274 87,370 73,849<br />
A significant item of extraordinary expenses represented SIT 287.7 million paid as damages to IKEA<br />
Immobilien GmbH, Wels, Austria for early termination of rental agreement in respect of business premises<br />
of BOF Graz.<br />
5.7. INCOME TAX<br />
At the end of <strong>2004</strong> the company requested permission from the Special Tax Office to submit a consolidated<br />
tax return of the following enterprises, i.e. taxable persons: Merkur, d.d., Bofex, d. o. o. and Kovinotehna,<br />
d. o. o. The Tax Office granted permission to submit consolidated tax return for the period of three years<br />
inclusive of fiscal year <strong>2004</strong>. The consolidated tax return was to be submitted by Merkur, d.d.<br />
SIT thousand<br />
1. Tax basis of individual enterprises 593,634<br />
• Merkur, d. d. 2,281,330<br />
• Kovinotehna, d. o. o. 186,278<br />
• Bofex, d. o. o. - 1,873,974<br />
2. Tax rate (%) 25<br />
3. Tax liability (1 x 2) 148,408<br />
• Merkur, d. d. 137,205<br />
• Kovinotehna, d. o. o. 11,203<br />
• Bofex, d. o. o. -<br />
5.8. OPERATING RESULT<br />
SIT thousand<br />
Merkur, d. d. Merkur, d. d. Merkur Group Merkur Group<br />
Item <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />
EBITDA (earnings before interest, taxes,<br />
depreciation and amortization) 7,033,038 4,332,862 5,545,304 4,668,438<br />
EBIT (earnings before interest and taxes = operating result) 5,035,289 2,455,194 2,930,472 2,326,261<br />
Net profit from ordinary activity 3,214,018 2,417,198 3,183,325 2,468,273<br />
Gross profit - EBT (earnings before taxes = gross profit) 2,947,371 2,397,638 2,873,862 2,448,920<br />
Net profit for the period 2,810,138 2,368,430 2,652,193 2,315,161
6. DISCLOSURES OF THE ITEMS INCLUDED IN THE STATEMENTS OF<br />
CASH FLOWS AND CHANGES IN EQUITY<br />
Notes and Disclosures<br />
The cash flow statement for financial year <strong>2004</strong> is prepared under the indirect method – Format II. Inflows<br />
and outflows are derived from two successive balance sheets, the income statement and additional<br />
information, less amortization, depreciation and revaluation adjustments. This means that revenues and<br />
expenses are nearing the receipts and disbursements.<br />
CHANGES IN EQUITY COMPONENTS DURING <strong>2004</strong><br />
According to the resolution approved by the shareholders of Merkur d. d. at their 13th regular meeting<br />
held on 30 June <strong>2004</strong>, distributable profit for 2003 period of SIT 9,039.2 million was appropriated as<br />
follows: SIT 837.9 million was paid to shareholders as dividends, SIT 18.9 million of dividends was paid to<br />
members of the Management Board, whilst SIT 16.2 million was paid to members of the SB. The residual<br />
amount of SIT 8,166.2 million remains unappropriated.<br />
In <strong>2004</strong> the equity of Merkur, d. d. increased by SIT 2,810.1 million of the net profit of the period.<br />
According to the decision of the Management Board of Merkur, d. d. SIT 230.1 million of the net profit<br />
generated in <strong>2004</strong> was appropriated to reserves for own shares acquired and paid in <strong>2004</strong>, whilst SIT<br />
1,000.0 million was appropriated to other reserves. The residual amount of SIT 1,580.0 million was<br />
appropriated to the balance sheet available profit of <strong>2004</strong>.<br />
Due to the disposal of Merkur’s own shares in <strong>2004</strong>, SIT 497.6 million of reserves for own shares was<br />
reversed and allocated to the original equity components from which they were derived. SIT 2.9 million<br />
of the difference between the selling price and the acquisition price of own shares is recognised as an<br />
increase of capital surplus or as a decrease of other reserves (SIT 69.8 million).<br />
93<br />
AR <strong>2004</strong>
94<br />
AR <strong>2004</strong><br />
7. OTHER DISCLOSURES<br />
7.1. MERKUR, D. D. TRANSACTIONS WITH RELATED PARTIES<br />
TRANSACTIONS WITH RELATED PARTIES IN <strong>2004</strong><br />
SIT thousand<br />
Sale of goods Procurement of Interest Interest<br />
Enterprise and services goods and services revenue expenses<br />
Total 15,955,265 21,924,035 131,097 104,692<br />
Kovinotehna, d. o. o., Celje 8,775 1,254 8,914 67,782<br />
Bofex, d. o. o., Ljubljana 691,514 95,160 4,908 10,342<br />
Merkur International Zagreb, d. o. o. 6,882,973 430,307 83,079 -<br />
Merkur Makedonija, doo, Skopje 612,634 468,623 6,328 -<br />
Merkur International Praha, Spol. S.r.o. 776,048 9,754,848 - -<br />
Inter<strong>merkur</strong>, d. o. o., Sarajevo 1,900,782 52,522 21,861 -<br />
Merkur MI Handels GmbH, München 894,047 3,650,852 - 15,362<br />
Perles Merkur Italia, s.r.l., Villesse 2,773,081 6,660,497 - 8,810<br />
Merkur International d. o. o., Beograd 1,415,411 809,972 6,007 2,396<br />
RECEIVABLES AND LIABILITIES OF MERKUR, D. D., DUE FROM/TO ITS RELATED PARTIES AT 31. 12. <strong>2004</strong><br />
SIT thousand<br />
Operating Operating<br />
Enterprise receivables liabilities<br />
Total 9,229,275 3,211,436<br />
Kovinotehna, d. o. o., Celje 245,042 58,160<br />
Bofex, d. o. o., Ljubljana 1,230,090 88,368<br />
Merkur International Zagreb, d. o. o. 3,865,603 85,998<br />
Merkur Makedonija, doo, Skopje 286,280 59,670<br />
Merkur International Praha, Spol. S.r.o. 236,946 1,463,561<br />
Inter<strong>merkur</strong>, d. o. o., Sarajevo 970,179 4,445<br />
Merkur MI Handels GmbH, München 235,385 246,050<br />
Perles Merkur Italia, s.r.l., Villesse 1,144,224 1,170,298<br />
Merkur International d. o. o., Beograd 1,015,526 34,886
7.2. FEES PAID TO MEMBERS OF THE MANAGEMENT BOARD, THE SUPERVISORY BOARD<br />
AND STAFF ON INDIVIDUAL WORK CONTRACTS<br />
Notes and Disclosures<br />
TOTAL FEES PAID IN <strong>2004</strong> TO THE GROUP OF KEY PERSONNEL ACCORDING TO THE COMPANIES ACT<br />
INCLUDING INFORMATION OF LOANS APPROVED TO THE SAME GROUP OF PERSONNEL<br />
Participation Net awards<br />
in the Total Total from<br />
Members of Variable profit of Other gross net options<br />
The Management Board Number Fixed fees fees 2003 period receipts receipts receipts (estimated)<br />
1 2 3 4 5 6=1 to 5 7 8<br />
Bine Kordež 1 26,100,000 12,281,030 4,690,000 2,965,097 46,036,127 20,419,766 2,415,000<br />
Goran Čelesnik 1 22,500,000 10,538,230 4,000,000 2,224,393 39,262,623 17,515,285 1,932,000<br />
Viktor Vauhnik 1 20,250,000 9,803,250 3,470,000 1,501,596 35,024,846 15,540,219 1,932,000<br />
Milan Jelovčan 1 19,350,000 8,943,086 3,470,000 2,554,562 34,317,648 16,208,925 1,932,000<br />
Alenka Podbevšek 6 months 10,800,000 4,053,600 30,458,024 45,311,624 20,217,193<br />
Marijana Kajzer 1 9,243,057 4,587,501 670,000 941,298 15,441,856 7,723,538 1,260,000<br />
Total Management Board 5,5 108,243,057 50,206,697 16,300,000 40,644,970 215,394,724 97,624,926 9,471,000<br />
Structure 55% 18% 8% 19% 100% 45 % - net/gross<br />
Supervisory Board 9 14,675,980 10,185,941 24,861,921 18,206,993 6,804,000<br />
Staff on individual<br />
work contracts 67 692,956,493 49,860,000 81,939,206 824,755,699 470,221,102 46,956,000<br />
In accordance with the provisions of individual work contracts, fixed fees represent the basic wage or the<br />
lowest amount paid in the event that the planned business goals are not achieved.<br />
Variable fees represent performance incentives.<br />
Other receipts comprise the following: compensation, termination benefits, holiday pay, management<br />
insurance benefits, the use of a company car and cell phone, additional retirement insurance and<br />
reimbursement of costs of travel to and from work and a hot meal during working time.<br />
Net receipts include the following: net fixed and variable fees, net participation in the profit generated in<br />
2003, net compensation, termination benefits and holiday pay, management insurance benefits, the use<br />
of a company car and cell phone, additional retirement insurance and reimbursement of costs of travel to<br />
and from work and a hot meal during working time.<br />
In accordance with the provisions of the stock option scheme, in <strong>2004</strong> the Supervisory Board awarded to<br />
members of the Management Board, as the 2003 performance incentive, 2,255 stock options to purchase<br />
Merkur d. d. shares at a price of SIT 24,000 per share (the average share price in 2003) with a purchase<br />
option available from 1 June 2006 to 31 December 2008. 1,620 stock options were awarded under the<br />
same conditions to members of the Supervisory Board, whilst 11,180 stock options were awarded to<br />
staff on individual work contracts. The estimate of the net receipts was based on the assumption of a 7%<br />
annual increase in the share price, a 5-year holding period, and tax rate of 50%.<br />
A loan was approved to Goran Čelesnik, member of the Management Board. The amount outstanding at<br />
31 December is SIT 11,132 thousand. At 31 December <strong>2004</strong> total outstanding amount of loans approved<br />
to staff on individual contracts is SIT 58,283 thousand.<br />
No advances or collateral were approved in <strong>2004</strong> in respect of receivables due from the above-mentioned<br />
group of personnel. No long-term or short-term loans were raised from this group of personnel. In <strong>2004</strong><br />
Merkur, d. d. did not conclude any transactions above the regular course of business with members of the<br />
Management Board, SB or their related parties.<br />
SIT<br />
95<br />
AR <strong>2004</strong>
96<br />
AR <strong>2004</strong><br />
8. PERFORMANCE RATIOS<br />
8.1. PERFORMANCE RATIOS - MERKUR, D. D.<br />
Ratio 31.12.<strong>2004</strong> 31. 12. 2003 Index<br />
A. The basic ratios of financing state<br />
1. Participation rate of equity (%)<br />
(Equity / Liabilities (in broader sense)) 31.8 33.3 95<br />
2. Participation rate of long-term financing (%) Total equity and long-term debt<br />
(including long-term provisions) / Liabilities (in broader sense) 46.2 47.1 98<br />
3. Financial standing (long-term liabilities / Average equity) 0.46 0.46 100<br />
B. The basic ratios of investment utilisation<br />
1. Operating fixed assets rate (%)<br />
Fixed operating assets (at carrying amount) / Assets 30.3 30.9 98<br />
2. Long-term investment rate (%) Total fixed operating assets (at carrying amount),<br />
long-term investments and long-term operating receivables / Assets 41.1 52.3 79<br />
3. Investment assets rate (%) Total long-term and short-term investments / Assets 15.4 25.8 60<br />
C. The basic ratios of horizontal financial structure<br />
1. Equity to fixed operating assets<br />
Equity / Fixed operating assets (at carrying amount) 1.050 1.075 98<br />
2. Acid test ratio<br />
Liquid assets / Short-term liabilities 0.003 0.005 60<br />
3. Quick ratio: Current assets (excluding long-term operating receivables<br />
and inventories) / Short-term financial and operating liabilities 0.693 0.605 115<br />
4. Current ratio: Current assets (excluding long-term operating receivables)<br />
/ Short-term financial and operating liabilities 1.079 0.880 123<br />
D. The basic ratios of efficiency<br />
1. Operating efficiency ratio: Operating revenue / Operating expenses 1.034 1.021 101<br />
2. Gross profit net revenue from sales profitability rate<br />
Gross profit from sales / Net sales revenue 17.7 18.1 98<br />
3. Total revenue net profitability rate (%) Net profit / Total revenue 1.77 1.87 95<br />
E. The basic profitability ratios<br />
1. Net return on equity – ROE (%)<br />
Net profit for financial year / Average capital (less net operating result for the year) 7.38 7.02 105<br />
2. Net return on assets – ROA (%): Net profit / Average assets 2.32 2.15 108<br />
3. Dividend to share capital ratio<br />
(Total dividends paid in the financial year / Average share capital)* 0.060 0.078 77<br />
4. Share book value (SIT) 33,239 31,699 105<br />
5. Share market value (SIT) 37,410 24,391 153<br />
6. Net earnings per share (SIT) 2,314 2,175 106<br />
7. Net earnings per share book value 0.070 0.069 101<br />
8. Net earnings per share market value 0.062 0.089 70<br />
9. Share market value at 31. 12. to net earnings per share (P / E) 16.2 11.2 145<br />
F. Productivity ratios<br />
1. Total revenue per employee (SIT thousands) 66,755 53,921 124<br />
2. Net profit per employee (SIT thousands) 1,181 1,010 117<br />
4. Gross profit per employee (SIT thousands) 7,772 6,055 128<br />
5. Added value per employee (SIT thousands) 378 335 113<br />
G. Turnover and liquidity ratios<br />
1. Inventory turnover (in days) 109 97 112<br />
2. Receivable turnover (in days) 107 117 91<br />
3 Short-term liability turnover (in days) 176 210 84<br />
* The <strong>2004</strong> dividend to be decided by the GMS
8.2. PERFORMANCE RATIOS OF MERKUR GROUP<br />
Notes and Disclosures<br />
Performance ratio 31.12.<strong>2004</strong> 31. 12. 2003 Index<br />
A. The basic ratios of financing state<br />
1. Participation rate of equity (%) (Equity / Liabilities (in broader sense)) 27.3 30.4 90<br />
2. Participation rate of long-term financing (%) Total equity and long-term debt<br />
(including long-term provisions) / Liabilities (in broader sense) 42.4 45.2 94<br />
3. Financial standing (long-term liabilities / Average equity) 0.56 0.54 104<br />
B. The basic ratios of investment utilisation<br />
1. Operating fixed assets rate (%) Fixed operating assets (at carrying amount) / Assets 30.2 32.1 94<br />
2. Long-term investment rate (%) Total fixed operating assets (at carrying amount),<br />
long-term investments and long-term operating receivables / Assets 37.5 40.9 92<br />
3. Investment assets rate (%) Total long-term and short-term investments / Assets 11.7 13.8 85<br />
C. The basic ratios of horizontal financial structure<br />
1. Equity to fixed operating assets Equity / Fixed operating assets (at carrying amount) 0.906 0.948 96<br />
2. Acid test ratio: Liquid assets / Short-term liabilities 0.018 0.019 95<br />
3. Quick ratio: Current assets (excluding long-term operating receivables and inventories) /<br />
Short-term financial and operating liabilities 0.602 0.642 94<br />
4. Current ratio: Current assets (excluding long-term operating receivables) /<br />
Short-term financial and operating liabilities 1.039 1.020 102<br />
D. The basic ratios of efficiency<br />
1. Operating efficiency ratio: Operating revenue / Operating expenses 1.017 1.017 100<br />
2. Gross profit net revenue from sales profitability rate<br />
Gross profit from sales / Net sales revenue 19.2 19.4 99<br />
3. Total revenue net profitability rate (%) Net profit / Total revenue 1.42 1.56 91<br />
E. The basic profitability ratios<br />
1. Net return on equity – ROE (%)<br />
Net profit for financial year / Average equity (less net operating result of the year) 7.32 7.25 101<br />
2. Net return on assets – ROA (%) Net profit / Average assets 2.03 2.00 102<br />
F. Productivity ratios<br />
1. Total revenue per employee (SIT thousands) 58,995 49,985 118<br />
2. Net profit per employee (SIT thousands) 840 780 108<br />
3. Gross profit per employee (SIT thousands) 910 825 110<br />
4. Added value per employee (SIT thousands) 6.771 5.624 120<br />
5. Average monthly costs of labour per employee (SIT thousands) 351 316 111<br />
G. Turnover and liquidity ratios<br />
1. Inventory turnover (in days) 154 119 129<br />
2. Receivable turnover (in days) 106 121 88<br />
3. Short-term liability turnover (in days) 170 197 86<br />
97<br />
AR <strong>2004</strong>
98<br />
AR <strong>2004</strong><br />
9. ADDITIONAL DISCLOSURES TO THE CONSOLIDATED <strong>ANNUAL</strong> <strong>REPORT</strong><br />
9.1. OFFSETTING OF INTRAGROUP ASSETS, LIABILITIES AND EQUITY, REVENUE AND EXPENSES<br />
INCLUDING CONSOLIDATION DIFFERENCES AND ELIMINATION OF UNREALIZED PROFIT AND LOSS<br />
SIT thousand<br />
Consolidation<br />
Offset balance sheet items Offset income differences,<br />
Liabilities statement items unrealized<br />
Item Assets and equity Revenue Expenses profit or loss<br />
1. Long-term investments in the group 2,566,649 - - - -<br />
Equity interests in the group- majority - 2,566,649 - - -<br />
Long-term investments in the group - 567,103 - - - -<br />
Goodwill 567,103 - - - -<br />
2. Fixed assets 1,202,809 - - - -<br />
Intangible fixed assets 2,874 - - - -<br />
Long-term investments – investment property 527,887 - - - -<br />
Equity interests in the group –<br />
majority (retained earnings) - 1,709,232 - - -<br />
Amortization of differences eliminated in prior periods<br />
and allocated to intangible fixed assets - - - 113 -<br />
Amortization of differences eliminated in prior periods<br />
and allocated to tangible fixed assets - - - 6,237 -<br />
Revaluation operating expenses from<br />
intragroup sale of fixed assets - - - 448 -<br />
Revaluation operating revenue from<br />
intragroup sale of intangibles - - 3,894 - -<br />
Revaluation operating revenue from<br />
intragroup sale of fixed assets - - 27,242 - -<br />
Consolidation differences - - - - 24,338<br />
3. Inventories – unrealized current profit 268,640 - - - -<br />
Consolidated inventory adjustment –<br />
invoices not booked - 40,104 - - - -<br />
Net sales revenue - - 268,640 - -<br />
Equity – retained earnings –<br />
unrealized inventory profit of the previous period - 149,518 - - -<br />
Consolidated adjustment of liabilities to suppliers in the group - - 40,104 - - -<br />
Purchase costs of quantities sold - - - 149,518<br />
Consolidation differences - - - - 119,122<br />
4. Short-term operating receivables 12,454,889 - - - -<br />
Consolidated short-term receivable adjustment 6,597 - - - -<br />
Consolidated short-term receivable<br />
adjustment due to conversion 1,304 - - - -<br />
Consolidated adjustment – net sales revenue - - 6,597 - -<br />
Interest revenue - - - - -<br />
Consolidated adjustment –<br />
financial expenses for exchange differences - - - - 13,141 -<br />
Short-term operating liabilities - 12,454,889 - - -<br />
Consolidated adjustment – group suppliers - - 13,141 - - -<br />
Consolidated equity adjustment – exchange<br />
differences from conversion of receivables and liabilities - 22,282 - - -<br />
Consolidated equity adjustment - - - - -<br />
Consolidated differences – exchange differences<br />
from conversion of receivables/liabilities - - 20,978 - - 19,738
Notes and Disclosures<br />
SIT thousand<br />
Consolidated<br />
Offset balance sheet items Offset income differences,<br />
Liabilities statement items unrealized<br />
Item Assets and equity Revenue Expenses profit or loss<br />
5. Net sales revenue - - 37,409,489 - -<br />
Purchase costs of quantities sold - - - 36,933,958 -<br />
Selling expenses - - - 421,455 -<br />
General and administrative expenses - - - 54,076 -<br />
Net profit for the period - 5,253 - -<br />
Consolidated differences – restatement<br />
of income statement profit / balance sheet - - - 5,253 -5,253<br />
6. Interest revenue and financial revenue from<br />
other long-term and short-term receivables<br />
within the group - - 235,789 - -<br />
Interest expense and financial expenses<br />
for other liabilities within the group - - - 235,789 -<br />
Interest expense and financial expenses<br />
for other liabilities within the group - - - - -<br />
7. Consolidated differences and<br />
unrealized intragroup profit or loss - - - - 157,945<br />
Equity of the group – majority - 157,945 - - -<br />
Total offset 16,991,545 16,991,545 37,951,651 37,793,706 157,945<br />
9.2. ENTERPRISES INCLUDED IN THE CONSOLIDATION<br />
In addition to the controlling entity Merkur, d. d., the following related entities are included in the<br />
consolidated financial statements of the Merkur Group for the financial year <strong>2004</strong>. The schedule also<br />
indicates the controlling entity’s equity interest in individual enterprises:<br />
• Kovinotehna, d. o. o., Celje 100.00 %<br />
• Bofex, d. o. o., Ljubljana 100.00 %<br />
• Merkur MI Handels GmbH, München, Germany 100.00 %<br />
• Perles Merkur Italia, s. r. l., Villesse, Italy 100.00 %<br />
• Merkur International Zagreb, d. o. o., Croatia 100.00 %<br />
• Merkur Makedonija doo, Skopje 90.35 %<br />
• Merkur International Praha, spol. S r. o. Czech Republic 100.00 %<br />
• Inter<strong>merkur</strong>, d. o. o., Sarajevo, Bosnia and Herzegovina 99.63 %<br />
• Merkur International Beograd, d. o. o., Serbia and Montenegro 100.00 %<br />
Merkur International Beograd, d. o. o., was not included in the 2003 consolidated financial statements as<br />
it began its operations in the middle of 2003.<br />
Merkur Polska, Sp. Z.o.o., Warsaw has been dormant for the past two years and is not included in the<br />
consolidated financial statements of the Merkur Group for the financial years ended 31 December 2003<br />
and <strong>2004</strong> respectively. The company is scheduled to be sold in 2005.<br />
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9.3. EVENTS AFTER THE BALANCE SHEET DATE<br />
17 February 2005: opening of the new MERKUR sales centre in Pula, Croatia<br />
24 February 2005: opening of the new Merkur Makedonija business premises in Skopje.<br />
3 March 2005: opening of the renovated franchise outlet Merkur Komplet in Logatec.<br />
In 2005, Merkur continued the process of dissolution of its company, Big Bang<br />
Handels Austria, owned in 80% by Bofex. The merchandise from the Graz<br />
outlet was sold off, and the outlet was returned to the lessors. A new company,<br />
BOF Handels, has assumed trade in the Vienna outlet. Merkur has withdrawn<br />
from the operations in Austria, and settled the liabilities to the employees,<br />
creditors and the state. However, a part of the affiliate’s liabilities to the present<br />
and past owners have still remained opened. The former joint owners filed a<br />
lawsuit against Merkur because of the losses incurred by the Austrian project.<br />
Merkur believes that the lawsuit is not justified.<br />
The examination of the documentation from the time when Bofex was run by Jurij Schollmayer disclosed<br />
several irregularities. These give the grounds for suspicion of a criminal act. Bofex has filed criminal<br />
information at the competent public prosecutor’s office. In the interest of legal procedure and investigation,<br />
the contents of the information cannot be revealed to the public.<br />
9.4. TRANSITION TO INTERNATIONAL FINANCIAL <strong>REPORT</strong>ING STANDARDS (IFRS)<br />
Merkur, d. d., Naklo closely monitors the transition to international accounting standards by enterprises in<br />
the EU. As Merkur shares are quoted on the Ljubljana stock exchange, the company is required to prepare<br />
its consolidated financial statements for the financial year beginning on 1 January 2005 in accordance<br />
with the International Financial Reporting Standards. For purposes of the first reporting in accordance<br />
with IFRS in 2005, Merkur will have to comply with the provisions of IFRS 1 including the restatement<br />
of the comparable <strong>2004</strong> data. Personnel in charge of adopting IFRS by the Merkur Group is currently<br />
finalising the collection of data to be used in the preparation of the opening balance at 1 January 2005<br />
and restatement of the <strong>2004</strong> information from all enterprises included in consolidation. So far we have<br />
not encountered any significant problems and any outstanding issues are resolved with the assistance of<br />
the external experts.
MANAGEMENT PRESENTATIONS<br />
The Management Board confirms the financial statements of Merkur, d. d., and<br />
the consolidated financial statements of the Merkur Group for the financial year<br />
that ended 31 December <strong>2004</strong>.<br />
The Management Board also confirms that in the preparation of these financial<br />
statements the relevant accounting policies were consistently applied.<br />
Accounting assessments were made by observing the principle of prudence and<br />
sound business practice; the annual report gives a true and fair presentation of<br />
the financial position of both, the company and the Group and the results of<br />
their operations in the financial year which ended 31 December <strong>2004</strong>.<br />
The Management Board is responsible for the appropriate accounting records<br />
and adoption of the relevant measures to safeguard the company’s property<br />
and other assets. The Management Board also confirms that these financial<br />
statements and the pertaining notes are based on the assumption of a going<br />
concern in respect of the company and also of the Group and that they are<br />
prepared in accordance with the current legislation and Slovenian Accounting<br />
Standards.<br />
Bine Kordež, mag.<br />
Chairman of the Management Board<br />
Goran Čelesnik, mag.<br />
Member of the Management Board<br />
Viktor Vauhnik, mag.<br />
Member of the Management Board<br />
Milan Jelovčan, mag.<br />
Member of the Management Board<br />
Marijana Kajzer<br />
Member of the Management Board<br />
Management Presentations<br />
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Independent Auditors’ Report<br />
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STATEMENT REGARDING COMPATIBILITY OF MERKUR’S CORPORATE<br />
GOVERNANCE SYSTEM WITH CORPORATE GOVERNANCE CODE<br />
The Management Board of Merkur, d. d. approves of the stipulations and principles of the Corporate<br />
Governance Code, and believes that the implementation of recommendations and uniform standards will<br />
help improve corporate governance in all public companies. This is especially important as Slovenia has<br />
become a European Union member state.<br />
All business decisions passed by the Management Board closely observe the values, mission, and<br />
basic strategic objectives adopted and presented by the Management Board in Vision, Mission and<br />
Strategic Plan of the Merkur Group. Merkur’s basic values revolve around business success, renown,<br />
stability, capital value of the company, motivation of the employees, dedicated work, and assumption of<br />
responsibilities for the development of the company, establishment of fair and long-term relationships<br />
with the partners and end consumers. Merkur’s Management Board endeavours to strengthen the<br />
company’s leading position among the dealers in technical products for domestic and industrial<br />
applications and the Merkur trademark in Slovenia, and on the neighbouring markets as well.<br />
Merkur’s Management Board believes that the applied mode of management, close co-operation with<br />
the Trade Union and workers’ representatives from all parts of the company, comply with the principles<br />
included in the Corporate Governance Code. There are, however, certain principles which still need to be<br />
integrated into Merkur’s management system, albeit with the prior approval of the Supervisory Board,<br />
which will take some time.<br />
Merkur, d. d. herewith explains certain discrepancies within the Code as follows:<br />
Code Article 1.2.8. reads as follows: “When the election of members of<br />
the Supervisory Board is an item of the agenda of a General Meeting<br />
of Shareholders, the Supervisory Board shall in cooperation with the<br />
Management Board provide for timely public announcement of background<br />
information on the proposed candidates for the mandate (education,<br />
professional experience, age, memberships on supervisory boards…).”<br />
Merkur has not released such information so far, but plans to observe this stipulation in the future.<br />
Code Article 2.2.1. reads as follows: “…The company’s Articles of Association<br />
or, with the Supervisory Board’s consent, the board’s terms of reference shall<br />
regulate the allocation of areas of responsibilities as well as the cooperation<br />
among the members of the Management Board.”<br />
The areas of responsibility for individual board members are determined in the resolution on the<br />
appointment of the Management Board members.<br />
Code Articles 2.3.4. to 2.3.6. on “Compensation and share ownership of the<br />
company”<br />
Merkur awards stock options as a form of remuneration. The company closely monitors the performance<br />
and other criteria, and observes the Code’s stipulations on remuneration, including the stipulations<br />
according to which “Changing such performance targets and other conditions in a stock option plan<br />
retroactively has been excluded”, and “The members of the Management Board shall not exercise rights,
Statement Regarding Compatibility of<br />
Merkur’s Corporate Governance System<br />
With Corporate Governance Code<br />
deriving from stock options or comparable financial instruments prior to the expiry of 2 years after their<br />
acquisition.” However, the Code stipulates damages and financial compensation if the stock option right<br />
is not exercised in time, and the Management Board plans to observe these in the future as well, and will<br />
prepare the respective proposals.<br />
Code Article 2.4.5. reads as follows: “Members of the Management Board<br />
shall not be members of the Supervisory Boards in more than five (5)<br />
unrelated companies simultaneously. Members of the Management Board<br />
shall accept any such Supervisory Board mandate only after obtaining<br />
approval of the Supervisory Board.”<br />
The Supervisory Board’s consent for work on the Supervisory Board of another unrelated company has<br />
not been required so far, but the stipulation will be observed in the future.<br />
Code Articles 3.4.1. and 3.4.2. include the following stipulations:<br />
3.4.1.: “Methods for determination of the appropriate compensation of<br />
the Supervisory Board members (salary, returns and other benefits) are<br />
determined by the company’s Articles of Association or by resolution of a<br />
General Meeting of Shareholders. The criteria shall be specified in advance.”<br />
3.4.2.: “The compensation of the members of the Supervisory Board shall be<br />
comprised of a fixed and variable component. Variable components shall<br />
include one-time and annually payable components linked to the business<br />
performance of an individual member as well as of the Supervisory Board<br />
as a whole.”<br />
The payouts to the Supervisory Board members have already been composed of fixed and variable parts.<br />
As for the variable part, the company has determined the criteria and compensation for the Supervisory<br />
Board members in the adopted annual plan in advance every year.<br />
Code Article 6.1.4. includes the following stipulation: “The appointed auditor<br />
shall be present at a General Meeting of Shareholders.”<br />
The auditor has so far not attended the General Meeting of shareholders, but the company intends to<br />
comply with this stipulation in the future.<br />
This statement on compliance with the Corporate Governance Code refers to<br />
the Code stipulations observed in <strong>2004</strong>.<br />
The company shall report on compliance with the Corporate Governance<br />
Code in its annual reports.<br />
Management Board<br />
Merkur, d.d.<br />
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<strong>REPORT</strong> ON INTERNAL AUDIT<br />
The internal audit serves to provide for an independent expert opinion, impartial assurance and advice.<br />
The Management Board’s intention is to obtain impartial examination, assessment and report on the<br />
internal control and fulfilment of plans aiming at optimum performance, business quality, and company’s<br />
long-term operations.<br />
The internal auditing service carries out continuous auditing in compliance with the accounting principles<br />
and standards, Code of Professional Conduct of Auditors adopted by the Slovenian Institute of Auditors,<br />
and in observance of the rules of the Internal Auditing Service on Organisation and Management of the<br />
Internal Auditing Service in Merkur and the Merkur Group. The service is an independent part of the<br />
organisation and is directly responsible to the Management Board. It is organisationally and functionally<br />
separated from other parts of the company.<br />
The Internal Auditing Service carries out continuous and extraordinary internal auditing, which may<br />
either be complete, or partial. In <strong>2004</strong>, the service worked in observance of the five-year auditing cycle. In<br />
observance of the plan, the service carried out eight inspections, three of them regular, and the other five<br />
extraordinary. The service also co-operated with the external auditors in regular and preliminary audit.<br />
Following findings and recommendations by the internal Auditing Service, twenty-four (24) resolutions<br />
were passed to improve the imperfections, faults and general operations of the company.<br />
The audit itself does not ensure effective control. It is necessary to provide for internal control in all<br />
working processes, and quality control must be exerted by all levels of management.
Merkur meets the expectations and fulfils the<br />
requirements of its customers. Satisfied customers<br />
are happy to keep on returning, and the employees<br />
come to work full of energy and new ideas.<br />
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BASIC DATA ON THE COMPANIES OF THE MERKUR GROUP<br />
MERKUR GROUP IS COMPOSED OF:<br />
PARENT COMPANY<br />
MERKUR - trgovina in storitve, d. d.<br />
Cesta na Okroglo 7, SI-4202 Naklo<br />
Register of companies at: District Court in Kranj, entry no. 10001500<br />
Share capital: SIT 12,145,850,000.00<br />
Registry number: 5003563<br />
Tax number: SI 98492462<br />
Nature of business code: 51.540<br />
Telephone: +386 (0)4 258 80 00<br />
Fax: +386 (0)4 258 88 05<br />
E-mail: info@<strong>merkur</strong>.si<br />
Website: www.<strong>merkur</strong>.si<br />
TRANSACTION ACCOUNTS<br />
Gorenjska banka, d. d., Kranj: 07000-0000002321<br />
SKB, d. d., Ljubljana: 03138-1002701594<br />
Abanka, d. d. Ljubljana: 05100-8000018034<br />
NKBM d. d., Maribor: 04515-0000270653<br />
Banka Koper, d. d., Koper: 10100-0032602083<br />
NLB, d. d., Ljubljana: 02923-0016828282<br />
Banka Celje, d. d., Celje: 06000-0027015672 – foreign currency account<br />
Raiffeisen krekova banka, d. d., Maribor: 24400-9001573348 – foreign currency account<br />
Probanka, d. d., Maribor: 25100-9700292128 – foreign currency account<br />
Bank Austria CA, d. d., Ljubljana: 29000-0001816667 – foreign currency account<br />
MANAGEMENT BOARD<br />
(TERM OF OFFICE 1 JANUARY 2003 – 1 DECEMBER 2008)<br />
Mag. Bine Kordež, Chairman of the Management Board – CEO<br />
Mag. Goran Čelesnik, Member of the Management Board – Director of Commerce<br />
Mag. Viktor Vauhnik, Member of the Management Board – Director of Sales to Foreign<br />
Markets and Marketing<br />
Mag. Milan Jelovčan, Member of the Management Board – Director of IT and Organisation<br />
Marijana Kajzer, Member of the Management Board – Director of Labour Relations<br />
SUPERVISORY BOARD<br />
(TERM OF OFFICE 19 DECEMBER 2002 – 19 DECEMBER 2006)<br />
Shareholders’ Representatives:<br />
Jakob Piskernik, Chairman of the Supervisory Board<br />
Dr. Tomaž Subotič, Deputy Chairman<br />
Matjaž Gantar<br />
Zlatko Kavčič<br />
Igor Kušar<br />
Gregor Tratnik<br />
Workers’ Representatives:<br />
Marta Bertoncelj<br />
Igor Hudobivnik<br />
Marjan Smrekar
SUBSIDIARIES IN SLOVENIA<br />
BOFEX, d. o. o.<br />
Šmartinska cesta 152, 1000 Ljubljana<br />
Registry number: 5464943<br />
Tax number: SI 18224326<br />
Nature of business code: G/52.120<br />
Telephone: +386 (0)1 587 35 11<br />
Fax: +386 (0)1 524 54 78<br />
E-mail: info@bofex.si<br />
Transaction accounts:<br />
Abanka:, d. d., Ljubljana: 05100-8010040365<br />
SKB, d. d., Ljubljana: 03171-1007727196<br />
Ownership share of Merkur: 100 %<br />
Director: Bojan Knuplež<br />
KOVINOTEHNA, d. o. o., CELJE<br />
Mariborska 7, SI-3502 Celje<br />
Registry number: 5099501<br />
Tax number: SI 94968683<br />
Nature of business code: 51.540<br />
Telephone: +386 (0)3 543 20 00<br />
Fax: +386 (0)3 54 32 554<br />
Transaction account:<br />
Abanka, d. d. Ljubljana: 05100-8000029092<br />
Ownership share of Merkur: 100 %<br />
Director: Zoran Ledinek<br />
Basic Data on the Companies<br />
of the Merkur Group<br />
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SUBSIDIARIES ABROAD<br />
MERKUR INTERNATIONAL PRAHA, spol. S. r. o.<br />
Slepa II. 1007/15, 14200 Praha 4 - Lhotka, Czech Republic<br />
Telephone: +42 02 6171 0446, Fax: +42 02 4171 1574<br />
E-mail: <strong>merkur</strong>@<strong>merkur</strong>praha.cz<br />
Ownership share of Merkur: 100%<br />
Director: Marko Čop<br />
MERKUR INTERNATIONAL ZAGREB, d. o. o.<br />
Kelekova 18a, 10360 Zagreb - Sesvete, Croatia<br />
Telephone: +385 1 2009 333, Fax: +385 1 2008 708<br />
E-mail: <strong>merkur</strong>@<strong>merkur</strong>int.hr<br />
Website: www.<strong>merkur</strong>int.hr<br />
Ownership share of Merkur: 100%<br />
Director: Bojan Vidmar<br />
MERKUR MAKEDONIJA DOO Skopje<br />
Ul. Edvard Kardelj Bl. 12, 1000 Skopje, Macedonia<br />
Telephone: +389 3 219 701, Fax: +389 3 219 710<br />
E-mail: <strong>merkur</strong>sk@mt.net.mk<br />
Ownership share of Merkur: 90,35%<br />
Director: Metodi Petrov<br />
MERKUR MI HANDELS, GmbH<br />
Landsberger Str. 492, 81241 München, Germany<br />
Telephone: +49 89 99 02 26 24, Fax: +49 89 99 02 01 60<br />
E-mail: info@<strong>merkur</strong>-mi.de<br />
Ownership share of Merkur: 100%<br />
Director: Sanjin Butorac<br />
PERLES MERKUR ITALIA, s.r.l.<br />
Via Aquileia 15/A, 34070 Villesse, Italy<br />
Telephone: + 39 0481 964611, Fax: +39 04 81 91 81 67<br />
E-mail: perlessrl@virgilio.it<br />
Website: www.perles<strong>merkur</strong>.com<br />
Ownership share of Merkur: 100%<br />
Director: Anton Serianz<br />
INTERMERKUR, d. o. o., Sarajevo<br />
Stupsko brdo b.b., BiH – 7605 Sarajevo,<br />
Telephone: +387 33 625 135, +387 33 625 144, Fax: +387 33 625 150<br />
E-mail: <strong>merkur</strong>sa@bih.net.ba<br />
Ownership share of Merkur: 99,63%<br />
Director: Vide Glogovac<br />
Merkur International d. o. o., Beograd<br />
Bulevar Mihaila Pupina 165/a, 11070 Novi Beograd, Serbia and Montenegro<br />
Telephone: +381 11 311 89 65, Fax: +0381 11 21 39 834<br />
E-mail: <strong>merkur</strong>bg@<strong>merkur</strong>int.co.yu<br />
Telephone: +381 11 213 18 64<br />
E-mail: <strong>merkur</strong>bg@<strong>merkur</strong>int.co.yu<br />
Website: www.<strong>merkur</strong>int.co.yu<br />
Ownership share of Merkur: 100%<br />
Director: Zoran Cvijović
OFFICES ABROAD<br />
MOSCOW OFFICE<br />
Olofa Palme 3, 119590 Moscow, Russia<br />
Telephone: +70 95 143 67 42<br />
Fax: +70 95 742 99 03<br />
E-mail: <strong>merkur</strong>@co.ru<br />
Head: Nekir Kukuruzović<br />
BEOGRAD OFFICE<br />
Basic Data on the Companies<br />
of the Merkur Group<br />
Bulevar Mihaila Pupina 165/a, 11070 Novi Beograd, Serbia and Montenegro<br />
Telephone: +381 11 311 89 65<br />
Fax: +381 11 139 834<br />
E-mail: <strong>merkur</strong>bg@<strong>merkur</strong>int.co.yu<br />
Director: Zoran Cvijović<br />
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