Annual Report • Mar 22, 2019
Annual Report
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PLAISIO COMPUTERS S.A.
ANNUAL FINANCIAL REPORT 01.01.2018 – 31.12.2018
G.Ε.ΜI. No: 121561160000 MAGOULA ATTICA (LOCATION SKLIRI) PLAISIO COMPUTERS S.A.
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Annual Financial Report January 1st to December 31st 2018, conducted according to article 4 of the law 3556/2007 and to the relevant decisions of the Hellenic Capital Market Commission
It is asserted, that this Annual Financial Report for 2018 (01.01.2018-31.12.2018) is the one approved by the Board of Directors of Plaisio Computers S.A. on March 21st 2019 and is posted on the legally registered website www.plaisio.gr, where it will remain at the disposal of the investing public for at least ten (10) years after its publication.
| CHAPTER 1: STATEMENTS OF THE MEMBERS OF THE BOARD 3 | |
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| CHAPTER 2. REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 2018 4 | |
| INTRODUCTION 4 | |
| UNIT A: IMPORTANT EVENTS OF THE YEAR 2018 5 | |
| UNIT B: MAIN RISKS AND UNCERTAINTIES 10 | |
| UNIT C: IMPORTANT TRANSACTIONS WITH RELATED PARTIES 15 | |
| UNIT D: ANALYTICAL INFORMATION, ACCORDING TO ARTICLE 4 PAR.7 OF THE LAW 3556/2007, AS IT IS VALID | |
| TODAY 16 | |
| UNIT E: INFORMATION FOR LABOR AND ENVIRONMENTAL ISSUES 19 | |
| UNIT F: DEVELOPMENT AND PERFORMANCE OF THE GROUP 19 | |
| UNIT G: ALTERNATIVE PERFORMANCE MEASURES (APM) 23 | |
| UNIT H: ASSESSMENT OF THE EVOLUTION OF THE ACTIVITIES OF THE GROUP DURING 2019 24 | |
| UNIT I: OTHER INFORMATION-TREASURY SHARES-EVENTS THAT TOOK PLACE AFTER THE END OF THE PERIOD 25 | |
| UNIT J: NON FINANCIAL POSITION (BASED ON 4403/2016 & ARTICLE 151 OF L 4548/2018) 26 | |
| UNIT IA: STATEMENT OF CORPORATE GOVERNANCE 34 | |
| CHAPTER 3: INDEPENDENT AUDITOR'S REPORT 49 | |
| CHAPTER 4: ANNUAL FINANCIAL STATEMENTS 54 | |
| COMPREHENSIVE INCOME STATEMENT 01/01 – 31/12/2018 54 | |
| STATEMENT OF FINANCIAL POSITION 55 | |
| STATEMENT OF CHANGES IN NET EQUITY 56 | |
| CASH FLOW STATEMENT 57 | |
| NOTES TO THE ANNUAL FINANCIAL STATEMENTS 58 | |
| 1. General information 58 | |
| 2. Summary of significant accounting policies 59 | |
| 3. Risk management policies 75 | |
| 4. Critical accounting estimates and judgments 78 | |
| 5. Segment information 78 | |
| 6. Tangible Assets 80 | |
| 7. Intangible Assets 83 | |
| 8. Group Structure and Method of Consolidation 85 | |
| 9. Other Investments 86 | |
| 10. Other non-current assets 87 | |
| 11. Inventories 87 | |
| 12. Trade and other receivables 88 | |
| 13. Other receivables 89 | |
| 14. Cash and cash equivalents 90 | |
| 15. Share capital and difference above par 90 | |
| 16. Reserves 91 | |
| 17. Loans 92 | |
| 18. Deferred Income Tax 94 | |
| 19. Provisions for pensions and similar commitments 96 | |
| 20. Provisions 97 | |
| 21. Deferred Income 98 | |
| 22. Suppliers and related current liabilities 99 | |
| 23. Other Income 99 | |
| 24. Income tax expense 99 | |
| 25. Related party transactions 101 | |
| 26. Litigations 103 | |
| 27. Obligations 104 | |
| 28. Profit per Share 105 | |
| 29. Dividend per Share 105 | |
| 30. Number of personnel 105 | |
| 31. Post balance sheet events 106 |
The following members of the Board of Directors of the "Company Plaisio Computers S.A." and especially:
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with our above-mentioned capacity and according to article No. 4, paragraph 2, case c, of the law 3556/2007, as it stands today, and as especially assigned from the Board of Directors of the Public Listed Company under the name "PLAISIO COMPUTERS SA" (hereafter referred to as the "Company" or as "PLAISIO"), we state and we assert that to the best of our knowledge:
(a) The financial statements of the Company (and the consolidated) for the period 2018 (01.01.2018-31.12.2018), which were compiled according to the standing accounting standards, depict in a truthful way the assets and the liabilities, the equity and the results of the Group and the Company, as well as the companies which are included in the consolidation as a total, and
(b) The Report of the Board of Directors of the Company presents in a truthful way the significant events that took place in the financial year of 2018, the evolution and the position of the Company, as well as the companies that are included in the consolidation as a total, including the main risks and uncertainties they face.
Magoula Attica, March 21st 2019 The asserting,
The chairman of the Board & C.E.O. The members that were appointed by the Board of Directors
George K. Gerardos Konstantinos G. Gerardos George C. Liaskas ID no. ΑΙ 597688 ID no. AM 082744 ID no. ΑB 346335
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The present Report of the Board of Directors (from now on referred to as the ''Report''), which follows refers to the financial year of 2018 (01.01.2018-31.12.2018).
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This Report was compiled and is in line with the relevant stipulations of the law 2190/1920 (since 01.01.2019 with the law 4548/2018) and the law 3556/2007 (Government Gazette 91A'/30.04.2007), as well as the published decisions of the Hellenic Capital Market Commission and especially the Decisions of the Board of Directors of the Capital Market Commission with numbers 8/754/14.04.2016 and 1/434/03.07.2007 and with the decision with number 62784/06.06.2017 of G.E.MI of the Ministry of Economy, Development and Tourism.
The present Report contains in a brief, but substantive manner all the important units, which are necessary, based on the above-mentioned legislative frame and depicts in a truthful way all the relevant indispensable according to law information, in order to deduce a substantive and well-founded appraisal of the activity, during the time period in question, of the company "PLAISIO COMPUTERS SA" as well as of the Group. In the Group, apart from Plaisio, also the following associated companies are included:
Plaisio Computers J.S.C., which is located in Sofia Bulgaria, in which Plaisio participates with 100%.
Plaisio Estate S.A, which is located in Kiffisia Attica, in which Plaisio participates with 20%.
Plaisio Estate J.S.C, which is located in Sofia Bulgaria, in which Plaisio participates with 20%.
The present Report accompanies the financial statements of 2018 (01.01.2018-31.12.2018). Given that the Company also compiles consolidated financial results, the present report is single, the main point of reference is the consolidated financial figures of the Company and the associate companies, and the parent company's figures are referred to when it is considered necessary in order to better understand its content. For the above mentioned reasons, the information needed according to the case b', paragraph 3 of article 107a of the law 2190/1920, is included in the present chapter of the Report of the Board of Directors that also includes the Corporate Governance Statement.
This Report is included integral with the financial statements of the Group and the Company and the other elements that are dictated by the law elements and statements of the financial report that refers to the financial year of 2018. The units of the Report and their content are as follows:
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The important events which took place during the fiscal year 2018 (01.01.2018-31.12.2018), for the Company and the Group, plus their impact on the financial results are the following in the order they took place:
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The Company informed the investing public on January 10th 2018, according with the ATHEX Rulebook, the c.l. 3016/2002 and the article 2 par. 2 case e' of the decision of the BoD of the Hellenic Capital Market Commission with number 3/347/12.07.2005 as well as the article 17 par. 1 of the 596/2014 Rule of the European Parliament and Council of the 16th April 2014, that the Board of Directors of the Company during its sitting on 10th January 2018 elected as Independent non-executive member Mr. Filippos Karagkounis of Anastasios, in replacement of the resigned Independent Non- Executive Member Mr. Nikolaos Tsiros of Konstantinos. The validation of the election took place in the next Ordinary or Extraordinary General Shareholder Meeting.
The Board of Directors constituted in a body for the rest of its service duration (until 02.04.2020), as follows:
Moreover, the Board of Directors during its sitting approved, according to the article 4 of the c.l. 3016/2002 and the article 44 of the c.l. 4449/2017, the replacement of the resigned President of the Audit Committee and Independent non-Executive Member of the BoD, Mr. Nikolaos Tsiros of Konstantinos by Mr. Filippos Karagkounis of Anastasios, who fulfils the law prerequisites, has extensive knowledge in the Company's sector and in accounting and auditing. The validation of the election of Mr. Filippos Karagkounis as a Member and President of the Audit Committee took place in the next Ordinary or Extraordinary General Assembly of the Shareholders. Consequently, the new Audit Committee constituted as follows:
The Company informed the investing public on February 28th 2018, that the duration of the market making agreement signed on the 16th of February 2015 with Eurobank Equities S.A. is extended for one (1) more year and particularly by the 1st of March 2019. It is noted, based on the aforementioned contract and according to the terms and conditions of the agreement, Eurobank Equities S.A., with its capacity as market maker of the shares of the Issuer and for the improvement of the Issuer's liquidity, will transmit to the Trading System of the Athens Stock Exchange market making orders (i.e. simultaneous buy and sell orders) for its own account on the Issuer's shares, in accordance with those rules specifically defined by law and the Issuer will pay the agreed fee to Eurobank Equities S.A. for the aforementioned service.
During the annual presentation of Plaisio Computers to the Hellenic Fund & Asset Management Association, the activities and the financial figures of the Group were presented on April 25th 2018. Group sales came up to € 286 m. from € 283 m. in 2016, improved by 1% due to the performance in the second semester (sales increase 5%). The Group achieved an increase in EBITDA by 5,9% to € 10,7 m. from € 10,1 m.. Even if the environment remains particularly demanding and competitive, 2017 wan an extremely positive year, because a substantial increase was accomplished to all the basic financial figures.
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Konstantinos Gerardos, Vice President and CEO of the Company after the presentation of the financial results, mentioned the below facts of 2017:
There was a special reference to the actions of the voluntary team #plai_sou, and to the Group rewards which were achieved in 2017, standing out to the award of Great Place to Work®.
The presentation was concluded with the reference to the strategy which is focused to growth, to realization of significant actions and to an investing plan of about € 10 m. for the next two years.
The Company informed the investing public, that the duration of the market making agreement signed on the 11th of April 2014 with BETA SECURITIES S.A. is extended for one (1) more year and particularly by the 4th of May 2019.
It is noted, based on the aforementioned contract and according to the terms and conditions of the agreement, BETA SECURITIES S.A., with its capacity as market maker of the shares of the Issuer and for the improvement of the Issuer's liquidity, will transmit to the Trading System of the Athens Stock Exchange market making orders (i.e. simultaneous buy and sell orders) for its own account on the Issuer's shares, in accordance with those rules specifically defined by law.
The Company announced that on Tuesday May 22nd 2018 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company. The Shareholders, who attended in person or by correspondent, representing 19.339.851 common shares and equal voting rights, or 87,61% of a total of 22.075.665 shares and equal voting rights of the Company.
The annual Ordinary General Assembly of the Company approved each of the following issues of the Assembly's Agenda, according to article 10 of the law 3884/2010, which have been uploaded to the legally registered website of the Company on G.E.MI (www.plaisio.gr).
Issue 1st: The stockholders unanimously approved the Financial Report of the Company and of the Group, that
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 6 refers to the 29th corporate year ended on 31.12.2017 along with the Annual Financial Statements (of the Company and of the Group) of the relevant corporate year, as well as the relevant annual Reports of the Board of Directors and of the Auditors in the exact form they published and submitted to the registered website of the Company to G.E.MI., to the Athens Stock Exchange and the Hellenic Capital Market Commission.
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Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2017, as well as, the distribution of the results of the 29th corporate year of 2017 (01.01.2017-31.12.2017) and especially approved the proposition of distribution of dividend of total amount 1.545.296,55 Euro (gross amount), i.e. 0,07 Euro per share of the Company (gross amount) from which the tax of 15% should be withheld.
Eligible to the aforementioned dividend were the shareholders that were registered in the Dematerialized Securities System (DSS) on Wednesday May 30th 2018 (record date).
The ex-dividend date was Tuesday May 29th 2018 according to article 5.2 of the ATHEX Rulebook.
The payment of the dividend for the year 2017 began on Tuesday, June 5th 2018 and paid according to the procedure ruled by the ATHEX Rulebook and the payment bank "Eurobank Ergasias S.A.", according to the limitations regarding the cash withdrawals and the capital transfers which were imposed since 18.07.2015 (Government GazeƩe: A΄ 84/18.07.2015), as it was in force.
Simultaneously, the General Assembly authorized the BoD to act so that the above mentioned decision is executed regarding the distribution of dividend.
Issue 3rd: The stockholders discharged by majority (votes for: 19.309.851, votes against: 30.000) the Members of the Board of Directors and the Auditors of the Company from every liability and indemnification deriving from their activities during the 29th fiscal year ended on 31.12.2017 as well as for the Annual Financial Statements.
Issue 4th: The stockholders approved by majority (votes for: 19.307.340, votes against: 32.511) after the relevant proposal-suggestion of the Audit Committee and of the Board of Directors the election of the Auditing Company "BDO Certified Public Accountants SA" (173) and more specifically Mrs. Olympia G. Barzou (21371) for the position of the Regular Auditor and Mrs. Maria A. Lymperi (52761) for the substitute auditor for the corporate year 2018 (01.01.2018-31.12.2018) for the auditing of the annual and semi-annual financial statements of the Company. This Auditing Company will also issue the relevant tax certificate for the financial year 2018, according to article 65A, of the law 4174/2013.
At the same time, the General Assembly by its decision empowered the Board of Directors of the Company to agree with the above-mentioned auditing company regarding with its remuneration for the auditing of the current financial year and also for issuing the relevant tax certificate. The acceptance of the quotation should be returned to the chosen auditing company within 5 days from its approval.
Issue 5th: The stockholders approved by majority (votes for: 19.299.884, votes against: 39.967) the remunerations of the members of the Board of Directors of the Company for their services in 2017 (01.01.2017- 31.12.2017), and determined and preapproved their remunerations for the current fiscal year 2018 (01.01.2018- 31.12.2018) until the next annual Ordinary General Assembly.
Issue 6th: The stockholders by majority (votes for: 19.338.556, votes against: 1.295) granted the consent regarding the participation of the members of the BoD in Board of Directors or the management of affiliated companies or subsidiaries of the Group that have similar objectives to the ones of the Company according to article 23, par. 1 of the law 2190/1920.
Issue 7th: The General Assembly informed for the election of the new Board Member in replacement of the resigned Member according to c.l. 2190/1920, and more specifically the election of Mr. Filippos Karagkounis of Anastasios in replacement for the rest of the service duration (i.e. 02.04.2020), of the resigned Independent, non-
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 7
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executive member Mr. Nikolaos Tsiros of Konstantinos. In parallel, the General Assembly unanimously approved the aforementioned election according to article 3 of c.l. 3016/2002 (as Mr. Karagkounis elected as Independent, non-executive Member), taking into consideration the fact that the elected temporary member fulfills the law prerequisites for independence.
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Issue 8th: The General Assembly decided by majority (votes for: 19.338.635, votes against: 1.216) the appointment of the Audit Committee according to the provisions of article 44 of the c.l. 4449/2017, with the following composition: 1) Filippos Karagkounis of Anastasios, 2) Ilias Klis of Georgios and 3) Antiopi-Anna Mavros of Ioannis. All the members fulfil the law prerequisites (independency from the audited firm and extensive knowledge in accounting and auditing) and they have extensive knowledge in the Company's sector.
Issue 9th: The General Assembly decided unanimously the expansion and supplementation of the Company's scope, in order to include more activities related to educational and training services and the conduction of seminars and speeches relating directly or indirectly with computer science and state-of-the-art technology products, robotics, software programming, multimedia, networks, telematics, the portal creation, the telecommunications, the social networks and their applications. Simultaneously, the General Assembly approved unanimously the amendment of Article 4 of the Company's Memorandum as it has been announced as a draft by the Company, according to article 27 par. 3, case (d) of the c.l. 2190/1920.
Issue 10th: The General Assembly approved by majority (votes for: 19.275.991, votes against: 63.860) to grant specific permission according to par. 2 article 23a of c.l. 2190/1920 for the conduction of services agreement for managerial and accounting support and a contract agreement for logistics services (3PL agreement) between the Company and the Societe Anonyme BULDOZA S.A. which is a company under Mr. Konstantinos Gerardos' interests and, as a result, it is an entity covered by par. 5 of article 23a of the c.l. 2190/1920.
The Company informed the investing public on June 21st 2018, according to paragraph 5, article 1 of the Presidential Decree 82/1996, its intention to participate in the electronic open public tender, which was announced with decision number 02/2018 of the Ministry of Education, Research and Religious Affairs for the procurement and installation of TCC at the school units of the region of Thessaly , of budget of 5.502.435 Euro (including VAT) and the deadline for the submission was on July 11th 2018. The Company generally intends to participate, within a year from today, in the undertaking of projects, services or procurements of the Public sector, public entities, local authorities or the legal entities of the broader public sector. It was also announced to all our shareholders that have not registered their shares until natural person, within the meaning of the above mentioned Presidential Decree No 82/1996, that the non-compliance of Societes Anonymes - shareholders of our company to the above, bears the consequences provided by article 2, par. 3 of Presidential Decree 82/1996.
The Company announced to the investors on September 18th 2018, according to paragraph 4.1.3.1. of the ATHEX Rulebook and according to the article 17 par.1 of c.l. 596/2014 of the European Parliament and the Council of 16th April 2014, that the partial tax audit was completed after its execution according to c.l. 4172/2013 of the timely submitted statement of tax income of the tax year 2015 for the refund of the credit amount which was came up from the statement's clearance.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document
The partial tax audit certified the completeness and the accuracy of the submitted documents and concluded to the return of the applied amount of 592 th. €, which was came up by the tax income statement for the tax year 2015. Consequently, there is not any effect to the financial results of the Company from the aforementioned tax audit.
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The Company informed the investing public on December 13th 2018, that the date 31st December 2018 marks the five year deadline for collection of the dividend for the financial year 2012 (01.01.2012-31.12.2012), amounting (after the deduction of the respective tax, based on the c.l. 3943/2011) to € 0,09 per share. Shareholders entitled to the said dividend were those who held company shares at the close of trading on the Athens Stock Exchange on Friday 24th May 2013.
Shareholders entitled to the aforementioned dividend for the financial year 2012 and for whichever reason they have not collect it, they were pleased to proceed to the collection of it before the above mentioned date (31.12.2018).
After 31st December 2018, the dividend claims for the financial year 2012 that have not been collected by their beneficiaries will be time-barred, abiding to current legislation, in favor of the Greek State.
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The risks the Group is exposed to and the potential risks may arise during the financial year 2019, are the following:
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Since June 2015, capital controls and restrictions to the free flow of funds have been imposed. These, among other things, include approval processes for payments abroad and thus, affect domestic transactions as well as transactions with foreign vendors and creditors.
Nevertheless, capital controls having existed for four years already, have been restricted only to the flow of funds abroad, which requires specific approval processes. Since these processes have become much more flexible because of the increased participation of the banking system and the company has automatized the submission for approval process to the banks. As a result, the effect on the activities of the company has drastically been restrained.
In any case, the full withdrawal of such restrictions is expected and as a consequence any cost of monitoring and implementing such process will be eliminated. Under this scope, no negative effect is expected on Plaisio's activities. Concerning, financing via bank loans, Plaisio doesn't face any such restriction as in effect can draw shortterm loans and mid-term loans and has broad liquidity that allow to negotiate satisfactory financing terms.
The main risks are analytically presented below:
The long-term bond loans of the Company and the Group, on December 31st 2018, were 8.940 th. Euro (11.273 th. Euro on 31.12.2017) and the short-term bond loan was 2.333 th. Euro (1.604 th. Euro on 31.12.2017). From the total bond loans, the 5.873 th. Euro refers to two common bond loans from NBG, while the remaining amount refers to a common bond loan with floating interest rate from Eurobank SA..
The short-term bank loans were null on 31.12.2018 (0 th. Euro on 31.12.2017). The aim of the issuance of the two new bond loans of total amount of 12.000 th. Euro during 2017, was the refinancing of the short-term bank loans of the Group with loans with long-term payment terms. The total bank debt of the Company was decreased to 11.273 th. Euro from 12.877 th. Euro, on 31.12.2017 (approximately -12,5%).
The following table presents the sensitivity of both the results of the period and the net equity to a change of the interest rate of +1% or -1%. As a result of the decreased debt, the sensitivity is limited. The relevant influence is presented as follows:
Α) Interest Rate increase by 1%:
B) Interest Rate decrease by 1%:
The results of the period as well as the Net Equity of the Group and of the Company, in that case, would increase
by 110 th. Euro and 120 th. Euro in 2018 and 2017 respectively.
The level of the interest rates is positively influenced in a micro-economic level by the capital structure of the Group and the stable timely repayments of any kind of financial liabilities and the co-operation relationships the
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 10
Group retains with the banks. As a consequence, it is noted the wide liquidity of the Group and the fact that the cash and cash equivalents exceed the Group's total short-term and long-term borrowings in the last years.
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The Group has no significant credit risk, mainly because of the large dispersion of its customers. Retail sales are paid in cash or via credit cards, whereas for wholesales the Group has all the necessary internal procedures and policies, according to which it approves a credit limit, examining the creditworthiness of the customer, on a case by case basis, separately. Furthermore, it is a Group's policy, that the largest amount of receivables from customers is insured. The Company has divided its customer's base to named and non-named customers. The balances of the Public Sector are not insured.
The Company and the Group form a provision for doubtful receivables, as stated analytically in Note 12 of the Annual Financial Report.
On December 31st 2018 the total balance of customers and other trade receivables (not including the subsidiary) was 20.735 th. Euro and 19.911 th. Euro, respectively, while the provision for doubtful receivables was 2.855 th. Euro and 2.774 th. Euro, for the Group and the Company, respectively.
The above mentioned bad debt provision includes:
a) a strictly defined provision for all the customers that have been characterized as doubtful,
b) a specific provision for all the customers that have overdue balances based on the ageing of their balances,
c) a provision, based on the increased level of risk because of the conditions of the economic environment taking into consideration : 1) the reduced liquidity of Greek businesses and 2) the difficult access to bank financing.
It is noted that this provision includes also non-overdue receivables. For this provision the balances of all the customers have been taken into account, with the exception of the receivables from Plaisio Computers JSC, as it is considered that there is no risk of non-collection of these particular balances,
d) the Group has already formed a provision for the balances from the Public Sector. It is noted that this provision also includes non-overdue balances. The decrease in the percentage of the provision is attributed in the application of IFRS 9 with the retrospective method and the recognition of the cumulative effect (note 2.2).
The trade receivables decreased by 1.115 th. Euro while the insurance terms have been improved. Taking the above into account, the percentage of the formed provision for the current year decreased (13,8% compared to 19,4% in 2017), but remained in a satisfactory high level confirming the conservative policy of the Management. The decrease in the percentage of the provision is attributed in the application of IFRS 9 with the retrospective method and the recognition of the cumulative effect (note 2.2).
In any case, the Management examines the amount of receivables; taking into account historical data and the respective market trends in order to form a high level of provision in relation with the trade receivables and to control the risk.
The debit balance of the company Plaisio Computers JSC to the parent company Plaisio Computers S.A. on 31.12.2018 amounted to 409 th. Euro. The Management of the Company considers that, the aforementioned amount has no risk of non-collection, given that Plaisio Computers JSC is a 100% subsidiary.
The Group takes all necessary measures (insurance, safekeeping), so as to minimize the risk and contingent damages of inventory, due to physical disasters, thefts etc. Furthermore, since the Group takes activity in a sector
of high technology, where the risk of technical devaluation is extremely increased, the Management reviews the net realizable value of inventory and forms the appropriate provisions, so that the value in the financial statements coincides with the real one.
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On 31.12.2018, the total value of inventory was 61.005 th. Euro and 59.729 th. Euro, while the provision for devaluation was 8.479 th. Euro and 8.452 th. Euro, for the Group and the Company respectively. In comparison, on 31.12.2017 the amounts were 61.212 th. Euro and 60.168 th. Euro (inventory) and 8.970 th. Euro and 8.945 th. Euro (provision for devaluation), for the Group and the Company respectively. The provision for devaluation was calculated taking into account the inventory turnover which was improved due to the significantly higher sales that the Group achieved in the second semester of the year. On 31.12.2018 the provision for devaluation of inventory formed to 13,9% compared to 14,7%.
The Company considers the suppliers' risk very limited, and in any case non-important for its financial results, since there is no significant dependence on any one of its suppliers as there is no supplier, which exceeds the 10% of the total supplies. Also, the down-payments were distributed to various suppliers. The above mentioned facts mark the fixed policy of the Management for no significant dependence from individual suppliers, in order to minimize the risk from the termination of a co-operation or the bankruptcy of a supplier, and no significant change is expected concerning the conservative policy of the Company during the financial year 2019.
The foreign exchange risk is the risk of volatility of the value of financial assets and liabilities due to changes of exchange rates. The majority of the Group's transactions and balances conducted in Euro, but at the same time, the Group has deposits in foreign currency (Note 14). Furthermore, there are no loan liabilities in a currency other than the Euro. The Group in certain cases, hedges the foreign exchange risk, by conducting derivative contracts, but does not proceed with hedge accounting for that matter.
The Management of the Group observes at all times the foreign currency risks that may arise and evaluates the need for relevant measures. The activity of the Group in Bulgaria is not considered to enhance currency risk, as the exchange rate of the Bulgarian currency to the Euro is fixed.
Sales' seasonality demands rational working capital management and smooth inventory inflows in order to avoid any shortage. The Group's sales are characterized by seasonality as 55% of the total sales are realized in the second half of the year. In the second semester of the year, the sales from the beginning of the school and academic year, the sales from Black Friday and the sales from the Christmas period are realized. Despite the seasonality, the Management estimates the referred risk as limited due to the wide liquidity and the ability to act immediately in cases of necessity of increased inventory and due to the retention of sufficient inventory for the needs of the Group.
The Company operates in an intensively competitive industry, as there are many retailers which operate in the consumer electronics sector. However, due to the multi-product approach of the Group, it is not an easy exercise to identify an identical business model in the market. In any case, the Group achieves over time one of the best performance margins, and consistently shows profitability, facts that prove the success in the referred Market.
However, the competition may change in the future with the entrance of new competitors in the market or with the amendments of the strategy of the already existed competitors. Also, in periods when the consuming spend is stable or decreasing, the competition can lead to redistribution of the market shares. The intensity of competition may negatively affect the turnover and the profitability of the Group.
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The Group retains high level of cash and cash equivalents which exceed the total bank debt exposure while, in parallel, has pre-approved credit balances from banks in order to minimize liquidity risk. The Group, is also highly estimated by the Greek banks and its vendors, because of its 50 year dynamic course in the Greek market. The financial liabilities of the Group and the Company on 31.12.2018 and 31.12.2017 are analyzed as follows:
| THE GROUP 31.12.2018 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
|---|---|---|---|---|
| Suppliers & Other Short term | ||||
| Liabilities | 41.403 | 0 | 0 | 0 |
| Loans & Interest | 2.712 | 2.349 | 7.324 | 0 |
| Total | 44.115 | 2.349 | 7.324 | 0 |
| THE GROUP 31.12.2017 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
| Suppliers & Other Short term | ||||
| Liabilities | 45.903 | 0 | 0 | 0 |
| Loans & Interest | 2.056 | 2.704 | 7.399 | 2.274 |
| Total | 47.958 | 2.704 | 7.399 | 2.274 |
| THE COMPANY 31.12.2018 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
| Suppliers & Other Short term | ||||
| Liabilities | 40.517 | 0 | 0 | 0 |
| Loans & Interest | 2.712 | 2.349 | 7.324 | 0 |
| Total | 43.229 | 2.349 | 7.324 | 0 |
| THE COMPANY 31.12.2017 | ||||
| up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on | |
| Suppliers & Other Short term | ||||
| Liabilities | 45.193 | 0 | 0 | 0 |
| Loans & Interest | 2.056 | 2.704 | 7.399 | 2.274 |
The Group considers its liabilities to suppliers as short-term. In the same category, other short term liabilities and tax liabilities are included. In consolidated terms, there is a double-digit decrease in the liabilities from suppliers, while the loans and interest appear extended maturity dates, in periods after the year end.
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Taking into consideration all the above mentioned acknowledgments and the assurance of the smooth repayment of the liabilities using the wide liquidity of the Group and the positive cash flows, this particular risk is limited.
consolidated, but is a related party, as defined in paragraph 9 of IAS 24.
In this section the most important transactions between the Company and its related parties, as they are defined by IAS 24, are presented:
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The companies that are related to the Company and are members of the Group are the following:
PLAISIO COMPUTERS JSC (Subsidiary), which is located in Sofia Bulgaria, in which the Company participates by 100%.
PLAISIO ESTATE JSC (Associate), which is located in Sofia Bulgaria, in which the Company participates by 20%.
PLAISIO ESTATE S.A. (Associate), which is located in Kiffisia Attica, in which the Company participates by 20%. In the following table, the company BULDOZA S.A, in which shareholder by 100% is Mr. Konstantinos Gerardos, the Vice Chairman and C.E.O. of PLAISIO COMPUTERS S.A, is also included. It is specified, that this company is not
On December 31st 2018 the receivables and liabilities οf each of the above mentioned companies, as well as the income or expense which resulted from the transactions with Plaisio Computers S.A., during 2018 and according to IFRS, were the following (amounts in th. Euro):
| Company | Claims of Plaisio Computers |
Liabilities of Plaisio Computers |
Income from transactions with Plaisio Computers |
Expenses from transactions with Plaisio Computers |
|---|---|---|---|---|
| Plaisio Estate S.A. | 0 | 19 | 785 | 6 |
| Plaisio Computers JSC | 409 | 0 | 15 | 4.482 |
| Plaisio Estate JSC | 0 | 0 | 0 | 0 |
| Buldoza S.A. | 68 | 0 | 1 | 181 |
| Total | 477 | 19 | 801 | 4.669 |
More specifically and in order to identify further the above mentioned transactions some clarifications follow:
Plaisio Estate S.A. invoiced Plaisio Computers S.A. 785 th. Euro, referring to services from rents and provision of services from leasing of buildings (600 & 185 th. Euro respectively).
Plaisio Computers S.A. invoiced Plaisio Computers JSC for sales of merchandise to the latter with 4.482 th. Euro. Plaisio Computers JSC invoiced Plaisio Computers S.A. for sales of merchandise to the latter with 15 th. Euro.
It is, furthermore, clarified that for the above mentioned period of time, Plaisio Estate JSC had income of 120 th. € from Plaisio Computers JSC, which came from rents.
During this particular financial year (2018), Plaisio Estate S.A. decided during its Annual Shareholder Meeting that took place on 29.06.2018, to pay dividend to the Company of 19 th. Euro. The dividend was paid on 13.07.2018. Plaisio Estate JSC took the decision on 21.05.2018 to distribute to the Company dividend for 2017 of 9 th. Euro. The payment was made on 24.07.2018.
For the period 01.01.2018-31.12.2018, the transactions and remuneration of the managers and members of the Board of the Company including the social security contributions, came up to 833 th. Euro.
The aforementioned transactions are in line with the usual activities of the Company so the above mentioned transactions do not affect significantly the financial position and the results of the Group.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 15
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The Company's share capital amounts to seven millions two hundred eighty four thousand nine hundred sixty nine Euro and forty five cents (7.284.969,45), and is divided to twenty two millions seventy five thousand six hundred and sixty five (22.075.665) ordinary shares with a nominal value of thirty three eurocents (0,33) Euro each, on 31.12.2018.
It is noted that the amendment of Article 5 of the Company's Memorandum which referred to the decrease of the Company's share capital due to the deletion of 4.335 treasury shares, as a result of the decision taken by the shareholders on the Annual Ordinary General Assembly on 23rd May 2017 was approved by the Ministry of Development and Competitiveness with virtue number: 61073/31.05.2017. The decision posted in G.E.MI. on 31.05.2017 with virtue number 817885/31.05.2017.
Each share implies all liabilities and rights that are obliged by the law and by the Memorandum of the Company. The ownership of a share implies the acceptance of the Company's Memorandum and of all the decisions made by the different bodies of the Company are in compliance with the law and the Memorandum. Each share empowers the entitlement of one vote.
There are no restrictions, regarding the transfer of the Company's shares, with the exception of limitations existing in bond loan contracts that the Company has contracted (with the provision for participation majority or/and of increased percentage, sustained by Gerardos family).
All the Company's shares are listed for trading in the Athens Stock Exchange under Main Market and are transferable as the law obliges.
The significant holdings of the Company are the following:
Furthermore the important direct or indirect participations to the share capital and to the voting rights of the Company, in the sense of articles 9 to 11 of the Law 3556/2007 are the following (31.12.2018):
There are no shares that offer special voting rights.
There is no limitation on the voting right of each share of the Company.
The Company is not aware of any agreements among shareholders entailing limitations on the transfer of shares or limitations on voting rights.
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The rules concerning the appointment and replacement of members of the Board of Directors and the amendment of the provisions of the Articles of Association of the Company do not differ from those envisaged in Laws 2190/1920, 4548/2018 & 3016/2002.
There is no fixed authority of the Board of Directors or certain members of the Board to issue new shares, or to buy own shares. The above-mentioned authority can be given to the Board of Directors by the General Assembly of Company's shareholders. During the annual Ordinary General Assembly of 23.05.2017, the shareholders approved amongst others the share buyback program and specifically it approved the purchase into a period of twenty four (24) months after the approval date of that decision - that is the 23.05.2019 - by the upper limit of two million two hundred seven thousand five hundred sixty six (2.207.566) common shares, which represent 10% of the total outstanding shares of the Company, with purchase price of three (3,00) Euros per share as the lowest limit and of ten (6,00) Euros per share as the upper limit. At the same time, this General Assembly, by this decision, gave empowerment to the Company's Board of Directors to conduct the referred procedure. The necessary permission for the implementation of the aforementioned decision given on the 28th June 2017, and is still in force up to the date of publication of the financial results. It is noted the Company does not hold any treasury shares in the date of the annual financial report.
The Company has no agreements which are put in force, amended or terminated in the event of a change in the control of the Company following a public offer.
The Company has no significant agreements with members of the Board of Directors or its employees providing for the payment of compensation, especially in the case of resignation or dismissal without reasonable cause, or in case of any other public offer.
The numbering of this analytical information follows the relevant numbering of the information of article 4 par. 7 of the law 3556/2007, as is above analysed:
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The structure and the formation of the share capital of the Company, are described analytically in article 5 of the Memorandum of the Company, the last encoding of which took place on 23.05.2017, as a result of the decision taken on the Annual Ordinary General Assembly.
There are no restrictions either by the law, or the Memorandum of the Company, or any other agreement to the transfer of the Company's shares. This is with the exception of the contracts for the common Bond loans, which stipulate the following:
a) Common Bond Loan from N.B.G.: the main shareholders have to hold at least 51% of the share capital throughout the duration of the contract. The total of the common bond loan was 5.580 th. Euro.
b) Common Bond Loan from Eurobank (balance 31.12.2018: 5.400 th. Euro): the main shareholders have to hold the majority of the share capital throughout the duration of the contract.
The data relevant to the number of shares and voting rights of the persons holding significant participations have been obtained from the Book of Shareholders of the Company and from all acknowledgments that have legally come to the Company.
There are no other shares categories that offer special voting rights. There are only common registered shares.
The Company has not been informed of such limitations.
Likewise, the Company has not been informed of such agreements.
For these issues the Memorandum of the Company does not differ from the obligations of the Law 2190/1920 and of the law 4548/2018 since 01.01.2019.
On 23.05.2017 the annual Ordinary General Assembly gave to the BoD of the Company the authority to buyback shares of the Company, up to 2.207.566 treasury shares, under the regulatory frame of article 16 l. 2190/1920, with purchase price three (3,00) Euros per share as the lowest limit and with six (6,00) Euros per share as the upper limit, a decision which has been activated since 28.06.2017. The program is still in progress. The Company does not hold any treasury shares on the date of the annual Financial Report.
There are no such agreements. Hence, no analytical information is needed.
Likewise, there are no such agreements. Hence, no analytical information is needed.
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One of the main principles of the Group and the Company is the constant training of its people and the enhancement of the company's conscience on all levels of activities of the Group. A series of relevant training courses occurred during this period of 2018, since the up-to-date training is a basic target of the Group, as well as the conservation of the total of the work force to the peak of information.
The Group recognizes the need for constant improvement of environmental performance based on continuing growth and compliance with the law and regulations according to international standards and targets a balanced financial growth in harmony with the natural environment. Following a sustainable growth path the Group implements its activities in such a way that protects the environment and also its employee's hygiene and safety.
The development of the Group during the four previous financial years and 2018 are presented in the tables below:
| (amounts in th. | 01.01.2014- | 01.01.2015- | 01.01.2016- | 01.01.2017- | 01.01.2018- |
|---|---|---|---|---|---|
| euro) | 31.12.2014 | 31.12.2015 | 31.12.2016 | 31.12.2017 | 31.12.2018 |
| Turnover | 297.548 | 271.985 | 282.990 | 286.098 | 308.858 |
| Gross Profit | 73.069 | 61.192 | 60.471 | 62.133 | 63.110 |
| E.B.T. | 22.270 | 9.345 | 6.551 | 7.288 | 6.100 |
| E.A.T. | 16.149 | 6.736 | 4.476 | 4.900 | 3.856 |
At the level of percentages, the performance of the Group for the same period is presented in the following table:
| 2015 vs 2014 | 2016 vs 2015 | 2017 vs 2016 | 2018 vs 2017 | |
|---|---|---|---|---|
| Turnover | (8,6%) | 4,0% | 1,1% | 8,0% |
| Gross Profit | (16,3%) | (1,2%) | 2,7% | 1,6% |
| E.B.T. | (58,0%) | (29,9%) | 11,3% | (16,3%) |
| E.A.T. | (58.3%) | (33,6%) | 9,5% | (21,3%) |
| Financial Indices | ||||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | Comments | ||
| Current Assets / Total Assets |
76,6% | 79,6% | These indices display the proportion of capital which | |
| Fixed Assets / Total Assets | 23,4% | 20,4% | has been used for current and fixed assets | |
| Net Equity / Total Liabilities |
153,8% | 139,6% | This index shows the relationship between equity and debt financing |
|
| Total Liabilities / Total Net Equity & Liabilities |
39,4% | 41,7% | This index shows the dependency of the company on | |
| Net Equity / Total Net Equity & Liabilities |
60,6% | 58,3% | loans | |
| Net Equity / Fixed Assets | 258,6% | 286,2% | This index shows the degree of financing of the fixed assets of the company from the Net Equity |
|
| Current Assets / Short term Liabilities |
254,4% | 251,6% | A liquidity ratio that measures a company's ability to pay short-term obligations. |
|
| Working Capital / Current Assets |
60,7% | 60,2% | This index shows the part of current assets which is financed by the working capital |
|
| Indices of Financial Performance | ||||
| 01.01-31.12.2018 | 01.01-31.12.2017 | Comments | ||
| EBT/ Total Sales | 2,0% | 2,5% | This index shows the total performance of the company in comparison to total sales |
|
| EBT / Net Equity | 6,6% | 8,1% | This index shows the yield of the company's equity | |
| Gross Profits / Total Sales | 20,4% | 21,7% | This index shows the GP in % over the sales |
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The total turnover of the Group in 2018 came up to 308.858 th. Euro, having increased by 8,0%, compared to 2017. The increased trend in sales appeared in both semesters of the year.
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The sales of personal computers and digital equipment increased by 5,1 % compared to 2017 figures (145.333 th. Euro and 138.303 th. Euro, respectively). The sales of the office products increased (+5,6%) to almost 100 million. Telephony sector was the one which made the difference in total sales increase. Telephony sales showed a 20% increase amounting to 62 million Euro, compared to 52 million Euro in 2017. The above changes in the turnover of sectors brought changes in the participation of each sector to the total turnover of the Group. Consequently, the Telephony sector contributed by 20,1% to total sales in 2018, compared to 18,0% in 2017. The Office Equipment sector marginally decreased as it contributed by 32,4% in the consolidated sales, compared with 33,1% in 2017. Finally, the Computer & Digital Equipment Sector contributed 47,1% compared to 48,3% a year ago. Finally, the sales from services remained almost stabe and came up to 1.541 th. Euro.
| Office Equipment | Computer and Digital Equipment |
Telecom Equipment | Other | Total | |
|---|---|---|---|---|---|
| Revenue 2018 | 99.984 | 145.333 | 62.000 | 1.541 | 308.858 |
| Revenue 2017 | 94.695 | 138.303 | 51.561 | 1.539 | 286.098 |
| % Change | 5,6% | 5,1% | 20,2% | 0,2% | 8,0% |
The increase in the cost of sales by 9,7% was higher than the increase rate of the sales, resulting in the gross profit of the Group to increase by 1.57% to 63.110 th. Euro compared to 62.133 th. Euro in 2017. The gross profit margin decreased to 20,43%.
The expenses of the Group, including the financial expenses, came up to 57.187 th. Euro, compared to 54.949 th. Euro last year, having a middle one-digit increase of 4,1% and are analysed as follows:
| in th. Euros | 01.01-31.12.2018 | 01.01- |
|---|---|---|
| 31.12.2017 | ||
| Administrative Expenses | 7.101 | 6.275 |
| Distribution Expenses | 49.738 | 45.698 |
| Other Expenses / (Income) | (864) | 1.572 |
| Financial Income –Expenses | 1.224 | 1.443 |
| Earnings from Associates | (13) | (38) |
The increase in administrative expenses (+9%) is mainly attributed in the commencement of the implementation of the development plan of the Group. The opening of the two new stores in July and the increased promotion actions throughout the year led to increased personnel and marketing cost. Financial expenses, slightly, decreased due to the debt decrease in absolute terms, while other expenses/(income) from negative in 2017 turned to positive in 2018. The aforementioned evolution is attributed, mainly, to the formation of significantly high
negative foreign exchange differences/evaluations (the evaluation of cash and cash equivalents in foreign currency, the evaluation of derivative contracts, and the daily transactions in foreign currency) in 2017. The negative effect in the results of 2017, amounted to 2.257 th. Euro (compared to income of 285 th. Euro in 2018) and it is, mainly, attributed to the significant fluctuations in the exchange rate between Euro and US Dollar.
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The lower increase in gross profit compared with the increase in operating expenses resulted in the earnings before taxes of the Group decreasing by 16,3%, to 6.100 th. Euro. The increase of the effective tax rate, is mainly attributed to the effect of the tax rate change gradually in the period 2019-2022 ending to 25% (ar. 23, l. 4579/2018).
If the deferred tax had been calculated based on the current tax rate (29%), the deferred income tax would be 2.020 th. Euro for the Group and 2.013 th. Euro for the Company (the current tax-expense would have come up to 379 th. Euro for the Company and 386 th. Euro for the Group). Earnings after taxes would be increased by 225 th. Euro, other revenue would be increased by 47 th. Euro and the Net Equity of the Company and the Group by 272 th. Euro.
Tax audit for obtaining the "Tax Certificate" is already in progress from the company "BDO Certified Public Accountants S.A". By the completion of the tax audit, it is not expected significant tax liabilities other than those posted and depicted in the financial statements.
As Alternative Performance Measure (APM) is considered, according to the definition of the European Capital Commission, a financial ratio which measures the historical or the future financial performance, financial position or cash flows, which is not defined by the IFRS. Even if APM are not included in IFRS, APM have to be evaluated supplementary with the figures provisioned by the IFRS and always in combination with the IFRS results.
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The Group uses in a limited extent the Alternative Performance Measures during the publication of the financial performance with target the better understandability of the operating results of the Group and its financial position. Plaisio has as a general principle, the presentation of the examined performance measures to be clear, in order the measures to be suitable and useful for the decision making by the users of the financial statements.
The Group, both in the current and the previous year has not used adjusted APM,( i.e. adjustments in the figures of P&L, Balance Sheet or Cash Flow), as the Group has not implemented extraordinary actions (such as operating restructures or non-repeated revenue or expense) that are not in accordance with the main activity of the Group and which significantly affect the formation of these measures. The below amounts presented in th. Euro.
A. Net Debt (Net Liquidity): Consist of an APM that is used in order to estimate the capital structure of the Group. It is calculated as the difference between the total debt (long-term and short-term) and the total of cash and cash equivalents. Net debt is an "APM" which is used by the Management for the evaluation of the capital structure of the Group and the leverage ability. Net debt is calculated by adding to long-term loans, the short-term part and the short-term bank loans minus the cash and cash equivalents (see table below). If the result of the aforementioned difference is negative (as in the case of Plaisio) indicates the liquidity of the Company exceeds its total liabilities.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| NET DEBT (LIQUIDITY) | 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 |
| Total long-term debt | 8.940 | 11.273 | 8.940 | 11.273 |
| Total short-term debt | 2.333 | 1.604 | 2.333 | 1.604 |
| Total debt (A) | 11.273 | 12.877 | 11.273 | 12.877 |
| Minus: Cash & cash equivalents (B) | (40.842) | (49.862) | (40.124) | (48.774) |
| Net Debt (Liquidity) (A) - (B) | (29.569) | (36.985) | (28.851) | (35.897) |
B. Earnings before interest, taxes and depreciation/amortisation – EBITDA: Constitutes the most used measure of operating effectiveness, because it takes in consideration only the expenses that are relative with the daily operation of the Group and the Company. EBITDA is calculated by adding the turnover and the other operating income minus the cost of sales and the operating expenses before the depreciation and amortisation as presented in the table below. EBITDA (%) is calculated by dividing EBITDA with the turnover.
| EBITDA – % EBITDA | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Turnover (A) | 308.858 | 286.098 | 302.741 | 281.146 |
| Other Income (Β) | 177 | 104 | 143 | 71 |
| Minus: Cost of Sales (C) | (245.748) | (223.964) | (241.566) | (220.916) |
| Minus: Total operating expenses before depreciation and amortization (D) |
(53.829) | (51.519) | (52.006) | (49.628) |
| EBITDA (A) + (B) + (C) +(D)= (Ε) | 9.458 | 10.719 | 9.311 | 10.673 |
| % EBITDA (Ε) / (A) | 3,06% | 3,75% | 3,08% | 3,80% |
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2018 was the second year in row, when the Greek economy slightly recovered after the crisis of 2008-2009. GDP increased by 1,9%, a percentage, which is the highest of the last decade, however, is slightly below from the estimates. This performance was positively affected mainly by exports (+8,8%), marginally by the private consumption (+1%) and negatively from public consumption (-2,8%) and the formation of fixed capital (-12%). The above figures strengthen the view of a fragile improvement in macroeconomic figures. In the labour market, the unemployment decreased to 18% at the end of 2018, remaining, however, the highest in the European Union, while the proportion of part-time work is increasing. In the public economy, the primary surplus stood at a level above 3%, however, the public debt continued its upward trend, now reaching 180% of GDP. The relatively restrictive economic policy and the high surplus seems to have boosted depositors' confidence, as deposits in the domestic bank institutions rose in double-digit growth in annual basis, and the deposits of the institutional investors abroad, overcame the first 10-year Greek government bond issue after about ten years
The estimates for growth in 2019 are cautiously optimistic. Despite the relatively positive performance in 2018, the annual rate of change in total financing of the economy stood at -1.2%, negative for another year, influenced by the 2.2% reduction in private bank financing. If the above mentioned are combined with the possible limitation of the growth rate of exports, the restraint of the tourist recovery, the fluctuations in the international economies and given that we are in the election year, the estimates for improving the economy can only be achieved by the acceleration of key privatizations and the boosting of public and private investments, through the launch of major new projects.
In this environment, the Company's strategy was clearly more aggressive and growth-oriented.
The operation of two new stores and the increased promotional expenses in benefit of sales improvement, has achieved an increase in its market shares and its prospects.
2019 marks the 50th anniversary of the company's establishment in 1969. 50 years of struggles and great growth that marked significant changes from the logarithmic rule to artificial intelligence and to machine learning, which are our pledge for the future. 2019, started dynamically, for the company as it launched the "Month per Month" project, a payment method that allows repayment in instalments without a credit card. At the same time, the construction of the new Distribution Center, which will strengthen the storage and distribution capability of the company, is proceeding, as well as the implementation of the new technology platform at plaisio.gr, which aims to upgrade of the e-shop and the conduction of a personalized digital marketing. The above, always work in conjunction with the constant search for new areas of activity and markets, to enrich the products we offer, as was the case with the addition of fashion accessories, gifting category and decoration products that gave a breath of fresh air to the stores of the Company.
Furthermore, the Company also aims for the current year to continue to offer its customers the widest range of products and excellent service, to further develop the skills and efficiency of its staff and to achieve new sources of revenue, in combination with its excellent financial structure.
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1.1. Only the Parent Company has branches in Greece and operates twenty three stores in the Provinces of Attica, Thessalonica, Heraklion, Chania, Larissa and Achaia. The subsidiary Plaisio Computers JSC operates one store in Sofia in Bulgaria.
1.2. None of the companies consolidated has such shares of paragraph 1e, article 26 of the law 4308/2014, except the Parent Company.
On 23.05.2017 the annual Ordinary General Assembly gave to the BoD of the Company the authority to buyback shares of the Company, up to 2.207.566 treasury shares, under the regulatory frame of article 16 l. 2190/1920, with purchase price three (3,00) Euros per share as the lowest limit and with six (6,00) Euros per share as the upper limit. The share buyback programme began on 03.07.2017 based on the decision taken on 28.06.2017. The Company does not hold any treasury shares on the publication of the annual financial results date. It is noted that the voting rights from the above mentioned shares are not excercised.
1.3. There are no other significant events that took place after the conduction of the financial report which could significantly affect the financial statements except the below:
a) the Company signed on the 16th of February 2015 with Eurobank Equities S.A. the extension of the market making agreement for one (1) more year and particularly by the 1st of March 2020. Based on the aforementioned contract and according to the terms and conditions of the agreement, Eurobank Equities S.A., with its capacity as market maker of the shares of the Issuer and for the improvement of the Issuer's liquidity, will transmit to the Trading System of the Athens Stock Exchange market making orders (i.e. simultaneous buy and sell orders) for its own account on the Issuer's shares, in accordance with those rules.
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Based on the law 4403, since 2016, the companies of public interest, among which are the public listed companies, with more than 500 employees, should include non financial information into their financial report. The corporate social responsibility and the sustainable growth are of utmost importance for the Group. In this Unit, the policies applied regarding the environment, the social and labor issues are analyzed as well as issues regarding the respect of the human rights and the policies against corruption and bribery.
Some general information is presented in this paragraph regarding the business model under which the Company and the Group operate and act, i.e. the whole structure from which the Company and the Group create, offer and receive value and profit.
The Company was founded in 1969 by Mr. Georgios Gerardos, and evolved into today's legal form in 1988. From the early beginning the vision was the creation of a Company with focus to every single customer and more specifically a place in which the customers could find and buy anything they need in relation with technology, telephony and office products.
The continuous promotion of innovative products and services in competitive prices, the speed of transactions, the establishment of long-term trust relationships, the reliability and the creation of a sense of intimacy to the customer with the products and services constituted the decisive factors for the creation and establishment of a strong and well-known brand name.
Plaisio express the state-of-the-art commercial approach in Greece. In order to cope with any kind of competition in the Greek market, Plaisio is not just a simple retailer with its branches but it is based on the multi-channel, multi-product and multi-customer business model.
In contrast with the other retailers, Plaisio services its customers through the following sales channels:
PLAISIO offers an extremely wide range of products, worthily holding the characterization of a multi-product
The consumer has the possibility to browse and choose among 22.000 technology products, office products and telephony products, of the most well-known international brands or of private label brands (Turbo-X, Q-Connect, Sentio, @work, goomby etc.) which combine high quality and competitive prices. It is not a random event the fact that every single Turbo-X PC has a complete technical assistance in 23 points in Greece with response time of four hours and a twelve-hour phone assistance, while the Company offers on-site technical assistance as well.
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In contrast with the simple retail branches, PLAISIO holds a polymorphic customer base and does not offer its products and services only to domestic users. The Company adjusts in a continuous way to its customer base needs and service customers with different characteristics, i.e. individuals as well as B2B customers including: 1) free lancers, 2) small & medium companies, 3) big companies and 4) public sector.
The merchandise and the services offered by the Company and the Group are divided in the following sectors:
The Group's and the Company's employed personnel on December 31st 2018 was 1.423 and 1.351 employees respectively, compared to 1.365 and to 1.292 in 2017.
Plaisio as a leading group in technology products, stationery, office products and telephony, creates value for the shareholders and provides high quality products and services to its customers, state-of-the-art technology and complete solutions for everyone.
In order to stay in the leading position in the consumers' choices, Plaisio seeks today more than ever to utilize its resources, to put the basis for a continuous development with focus on the creation of added value and with target the maximization of satisfaction and trust of the customers.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 27
The protection of the environment consist a basic condition for the sustainable development and basic pillar for the operation of the Company. In such a framework the Company introduces in its business activity procedures and acts in order to limit the direct and indirect effects caused by its activities. Moreover, the Company owns the certification ISO 14001:2015 referring to its environmental footprint of its headquarters. Basic actions undertaken by the Company are the following:
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The energy management and the limitation of its consumption constitute the important parameters of the environmental responsibility of the Company. In this direction the Company performed the following actions:
Under the framework of social responsibility, the Company continues to undertake actions which contribute to the society. During 2018 and despite the adverse financial environment, the Company loyal to its commitment for social contribution undertook many relevant actions.
Here are presented some actions of the Company, which began or completed in 2018:
1st Action: The organization of blood donation by the employees of the Company, promoting the principles of volunteerism and of offering to the fellow people.
2nd Action: For 3rd consecutive year, Plaisio and more specifically the voluntary team #plai_sou prepared 7.000 school bags in the beginning of the current academic year. More specifically, Plaisio approached 54 schools and distributed 7.000 school bags with the participation of 266 members of #plai_sou. In 2018, the action was larger and Plaisio went to 19 schools more than in 2017 and distributed 2.500 more school bags than in 2017.
3rd Action: The participation to the 10th Marathon that was organized by "ALMA ZOIS" and took place in Zappeio for the awareness of the society regarding the breast cancer with 444 volunteers among which the CEO of the Company. The Plaisio team was one of the biggest teams of the Marathon.
4th Action: The participation to the congress "Panorama of Entrepreneurship" which constitutes the biggest congress with subject the entrepreneurship and the professional guidance of youth. In 2018, was the 7th consecutive year of Plaisio in that congress and welcomed to its headquarters university students. The main target
of the Company's participation to that congress is to give the opportunity to young people to know the Company, while in parallel to discuss with the CEO and to make a tour inside the Company's headquarters.
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5th Action: The voluntary team #plai_sou participated to the mission of "Naftilos-Love Drop" in the Aegean. The mission constituted by 7 boats, 45 members of Naftilos and 6 members of Plaisio team #plai_sou. The mission in Domousa had three actions:
250 residents went in the medical offices that were organized on the island to receive medical care from the doctor that participated in the group. Doctors from 11 different specialties offered medical services and gave useful advice. There were, also, instructional activities for the children with STEM Toys. Finally, for the first time a children's cinema night was organized for the children to watch animation with their parents.
The total personnel of the Group at the end of 2018 came up to 1.423 employees from which 53,8% were men and 46,2% women, compared with 54,7% and 45,3% in 2017. These ratios prove the Company's tension to offer equal opportunities.
| Human Capital Sex Distribution | |||
|---|---|---|---|
| Human Capital | 2018 | Percentage % | |
| Male | 766 | 53,8% | |
| Female | 657 | 46,2% | |
| Total Human Capital | 1.423 | 100% |
The age distribution of the employees of the Group on 31.12.2018 is presented in the following table:
| Age Groups | Number of Employees | Percentage % |
|---|---|---|
| Up to 25 | 261 | 18,3% |
| 26-30 | 530 | 37,2% |
| 31-35 | 292 | 20,5% |
| 36-40 | 214 | 15,0% |
| 41 + | 126 | 8,9% |
| Total Human Capital | 1.423 | 100% |
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 29
It is obvious from the table above that almost 56% of the Group's employees have up to 30 years old. This distribution shows the importance of Plaisio as an employer for the age groups that shows the highest percentages of unemployment in our country.
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The health protection and the security in any possible aspect of Plaisio's activities is of utmost importance and priority for the Company. The Management of the Company, also, takes actions in order to ensure that all fire protection rules and the rules for the protection from any emergency are followed. Actions for the training of the staff are, also, undertaken.
The Company applies a series of benefits and policies to this direction for its employees and is summarized into the following:
The size of the Company and its rapid development, allow the employees to find a position that they would fit in by utilizing their talents, their interests and their skills. The training the Group provides is distinguished to:
A characteristic example is that in 2018 took place trainings and seminars of total duration of 57.275 humanhours.
The promotion of the principle for equal opportunities to everyone and the protection of the diversity constitute two basic principles of the Company. The Management does not accept the discrimination in any aspect of its operations, such as during the hiring procedure, during the determination of the benefits of each employee, during the training of each employee or during the assignment of work tasks. The Company urges and recommend to all the employees to respect the diversity of every single employee or supplier or customer of the Company, and
not to accept any behavior that may create any kind of discrimination.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 30
The Company considers of utmost importance the promotion of the transparency, the compliance with the regulatory framework that it is in force at any time and the fight against any case of corruption. For the Company the long-term and strong trust relationship with its customers, shareholders, investors, suppliers and regulatory authorities consists one of the most important assets and its safekeeping is an absolute priority. The Company has clearly stated to its employees and to the members of the Management, that in any case of corruption the Company will encounter with these cases, by taking the necessary actions.
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The Company explicitly prohibits any kind of offer, or acceptance of gifts, grants, mainly, in cash or in any other form as well as any other external utility which is related with the implementation of the duties of its employees. The aforementioned framework is enforceable to all the employees of the Group, the members of the Board of Directors and the total of the management.
The results of the applied policies of the Company, consist of the creation and retention of a business model which achieves to produce strong financial results, to enhance its already existing co-operations and to set more solid foundations for future yield and wealth.
The consistent financial strategy, the product differentiation, the continuous investment in the human capital, the respect to the environment, the cultivation of environmental consciousness and the concern for the society ensure that the Group is developing with responsibility and strengthen its business activities, based on solid foundations. Despite, the important results of the aforementioned actions, the Group does not rest. The commitment for continuous improvement governs the whole philosophy of the Management and determines the priorities for the future, driven by the principles of sustainability. Also, the Group emphasizes to the quality of its procedures, being certified with ISO 9001:2015.
In the current part of the non-financial report, a short reference takes place to the most significant risks that refer to environmental, social and labour issues as well as issues relevant to the respect of the human rights, the fight against corruption and bribery which are associated with the activities of the Company. Also, in this part of the report the way by which the Company tries to efficiently cope with those risks is presented.
Given that the Company is one of the most important companies in Greece in the sector of technology products, telephony and office products, inevitably risks arise by its business activities in relation with the environment, the society, the employees and the respect and protection of the human rights.
For the aforementioned reason the Company has adopted plenty of methods, procedures and systems, in order to operate with a sense of responsibility to the environment, the society and its employees, while through its evolution and development seeks to add value to its customers, its business partners and its shareholders and to be one of the leaders of the Greek business life.
The main risks the Company encounters during its operation is the high consumption of energy, the produced solid wastes which come from the electrical and electronic appliances, the consumables and the office products that
the Company uses, the risk of working accidents which even if it is limited, is a potential risk for every single enterprise, the risk of non-compliance with the principle of equality and in general with the rights of the employees, as well as the risk of bribery.
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For the confrontation of the risks regarding the environment, Plaisio takes all the appropriate measures that were analyzed above, takes actions that limit the direct and indirect effects as a result from the activities of the Company and adopts policies for the reduction of the environmental footprint. The saving of energy and of natural resources, the efficient management of its solid wastes and the continuous estimation of environmental risks that are provoked by the Company's operation, consist of the basic fields of action.
Regarding the labour issues, the Management of the Company and of the Group in general operates with a sense of responsibility and consistency to their employees. The Management commits in creation and maintenance of a business environment which promotes the mutual trust, the sense of security, the cooperation and the recognition, promotes equal opportunities and adopts hiring policies and the relevant valuation criteria that are based only on the qualifications, the abilities, the experience and the educational level of each employee.
The transparency in the transactions with the suppliers is an issue of utmost importance for stable and long-term cooperation of the Company and the decisions are taken with completely objective criteria.
In the table below, some basic parameters are presented, regarding the financial, the environmental and human capital performance of the Group.
| Financial (in th. Euro) | 2018 | 2017 |
|---|---|---|
| Turnover | 308.858 | 286.098 |
| EBT | 6.100 | 7.288 |
| EAT | 3.856 | 4.900 |
| Market Capitalization | 83.446 | 91.835 |
| Total Assets | 153.648 | 154.999 |
| Dividend | 0,07 | 0,07 |
| Taxes | 2.245 | 2.388 |
| Depreciation | 2.146 | 2.026 |
| Employees | ||
| Total Employees | 1.423 | 1.365 |
| % Women Employees | 46,2% | 45,3% |
| % Women in Management Positions | 31% | 27% |
| % Women in Board of Directors | 17% | 17% |
| Number of workhours (participations times training hours) | 57.275 | 36.508 |
| Environment (in tones) | ||
| Recycling of batteries | 4,4 | 4,3 |
| Recycling of electrical appliances | 120 | 136 |
| Recycling of Packages | 278 | 342 |
|---|---|---|
| Recycling of paper & cardboards | 201 | 255 |
| Recycling of toner | 31,5 | 30,6 |
| Recycling of cartridges | 4,0 | 3,9 |
| Other | 28 | 32 |
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Finally, it is noted that the Group emphasizes to the utility that offers to the society and for that reason has quantified the performance of the promptness in issues of product services as well as the order execution speed. Regarding the first case, the Group has calculated that 80% of the cases have been solved in the first 24 hours. Also, regarding the order execution speed, all the orders have been delivered in 24 hours.
In addition, the Company will publish a Corporate Social Responsibility Report, according to the European Regulation 2014/95. The aforementioned Report will be published on the website of the Company, www.plaisio.gr.
1.1 Disclosure of willing compliance of the Company with the Code of Corporate Governance
1.2 Deviations from the Code of Corporate Governance and explanation of those. Special stipulations of the Code
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3.1 Way of operation of the General Assembly and main authorities
3.2 Shareholders' privileges and way of exercise
4.1 Main characteristics of the internal audit system
4.2 Risk Management of the Company and of the Group concerning the compilation of financial statements (consolidated and non-consolidated)
Other managerial, supervisory bodies or committees of the Company
Additional informative data
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The term "Corporate Governance" describes the way with which companies are managed and controlled. Corporate Governance is stipulated as a system of relationships between the management of the Company, the Board of Directors, the shareholders and other interested parts and constitutes the structure through which the targets of the company are set, the main risks are identified, the means to achieve the set targets and to control the risks are defined and the observation of the performance of the management is monitored.
Effective corporate governance holds a substantial and primary role to the advancement of competitiveness of companies, to the reinforcement of internal structure and the development of innovative actions, while the increased transparency it offers has as a result the improvement of overall transparency of economic activity of private businesses, public organizations and institutions, with obvious benefits for the shareholders, as well as the investment public.
On October 2013, the new Code of Corporate Governance was published. This Code was drafted at the initiative of the Hellenic Federation of Enterprises (SEV), and was later on amended, in the context of its first review by the Hellenic Corporate Governance Council (HCGC).
The Hellenic Corporate Governance Council, was founded in 2012 and is the result of synergy of the Hellenic Exchanges Group (HELEX) and the Hellenic Federation of Enterprises (SEV) that together recognized the contribution of corporate governance to the continuous enhancement of the Greek corporate institutional framework and broader business environment and also to the increase of reliability of the Greek market. Hence, since then HCGC works towards this direction.
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In our country the framework of corporate governance has been developed mainly via the adoption of mandatory legislation or regulation, according to 3016/2002 as it stands today, which mandates among others the participation of non-executives and independent non-executives on the boards of Greek listed companies, as well as the establishment of an internal control function and the adoption of internal charters. Moreover, a number of other later laws such as 4449/2017, which mandates the creation of Audit Committees and Law 3884/2010 on the rights of shareholders, which includes further obligations regarding disclosure of information to shareholders, prior to General Meetings, transposed several European directives in the area of the company law, for the protection and effective updating of the whole of the shareholders. Moreover, the Law 3873/2010 incorporates into Greek legislation the EU Directive 2006/46/EC, operating as a reminder of the need for establishment of a Corporate Governance Code and being simultaneously the cornerstone of the Code. Finally, with the structural reform of the corporate law (l. 4548/2018), significant provisions of Corporate Governance for the remuneration policy (ar. 110-112) has been incorporated, based on the Directive (EU) 2017/828. These provisions apply since 01.01.2019.
Our company is in full compliance with the above mentioned laws.
At this point the company states that it adopts as CGC the Code of Corporate Governance of the Hellenic Corporate Governance Council (HCGC) (available at http://www.helex.gr/el/eded), following the "comply or explain" approach.
The Company states that it conforms to all legal obligations (law 4548/2018, law 3016/2002 and law 4449/2017). These obligations embody the minimum of any Corporate Governance Code, for listed companies.
An important addition to the new Corporate Governance Code is the adoption of the standard of non-compliance of the Company with special practices of the Code. This means that the new Code follows the rule of "comply or explain" and requires from listed companies that choose to imply it, to publish their intentions and either comply with the whole of the Code's special practices, or explain the reasons of non-compliance with specific provisions. Regarding the above-mentioned additional practices and rules the new CGC applies, some deviations (including the case of non-compliance) are observed in the current period, for which a short explanation follows.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 35
This divergence is justified by the fact that the Company's policy regarding remuneration of members of the Bod and Management Team members is considered regular, consistent, stable and reasonable, and always adjusted to the current economic environment conditions. This policy is always sustained and applied by the BoD, in order to avoid cases of extortionate compensations, that don't coincide with the provided services and the general economic situation of the country. It is noted that there are not unstable compensations (bonus, stock options) based on the policy of the Company, so the importance of existence of such a committee is limited. However, the Company will adopt the relative provisons of l. 4548/2018 in 2019.
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Furthermore, the non-existence of a separate committee that manages the procedure of applying candidates for the election in the BoD members is explained by the fact that applicants, from the establishment of the Company since today, meet all the necessary prerequisites and provide all the guarantees for being elected as members of the Board of Directors. They also stand out for their high professional brilliance, their knowledge, qualifications and experience. They are also of exceptional moral and personal integrity and therefore since today, there is no need for forming such a committee.
According to the Company's Memorandum and especially to article 10, paragraph 1, "The Company is directed by a Board that consists of three (3) to seven (7) members".
This deviation is justified, as the size and organization of the Company, as well as the controlled and targeted expansion of the Company, also geographically and in a Group level, does not require such a numerous BoD. Also, the existence of a numerous BoD may, negatively affect, the flexible structure of the Company.
The current BoD of the Company now consists by six members, five (5) of which are men and the sixth is a woman. This deviation is justified by the inability for the current period of finding women executives, to meet the high set requirements for becoming BoD members, due to the special characteristics the Company presents. It is among the near future priorities of the Company to find and add skillful women representatives to the BoD, without being able to determine accurately though the time frame of compliance with this rule of the CGC. This is because on the one hand, a relative interest should arise, but on the other, the needed requirements should be met.
This non-compliance is due to the fact that it is not considered as needed, given the structure and operation of the Company. If the Company's needs alter in the future, this matter of discernment of the Chairman and CEO will be re-evaluated. Furthermore the fact that the Vice-Chairman, also obtains the role of the CEO, substantially satisfies the above mentioned Code's prerequisite, since it creates a peer pole of management and representation of the Company.
This divergence is counter-parted by the appointment of an executive Vice-chairman, whose contribution to the exercise of the executive duties of the Chairman is considered of utmost importance, for achieving the Company's goals in favor of the shareholders, the employees, the clients, the BoD members and the Management Team.
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Although such a special and specific policy, which forms the framework for provision of sufficient information from the side of the BoD, in order for decisions for transactions between associated parties to be made under the diligence of a prudent businessman, does not exist, the BoD while managing the Company's business issues and therefore during transactions between the Company and its associated parties, has the diligence of a prudent businessman. This is in order for these transactions to be absolutely transparent and in accordance with the markets terms and conditions (arm's length), but also in absolute compliance with the existing regulative law, as defined by the relevant regulations of the corporate and tax legislation. The same diligence is also shown regarding transactions of the subsidiaries of the Company with associated parties.
At this point of time and based on the structural organization and operation of the Company, there is no need for constitution of such a special committee for the information of the BoD.
This deviation is justified by the fact that the members of the BoD are distinguished for their professionalism and their concrete devotion to the Company, and therefore besides the absence of a statutory analytical disclosure of any professional bounds for the members of the BoD, prior their election to the Board they would proceed to such a disclosure, if they considered that any danger of conflict of interests existed.
According to article 10, paragraph 3 of the Company's Memorandum, "the service of the members of the BoD is five (5) years".
This deviation is a result of the necessity of avoiding the election of BoD in shorter period of times, because of the fact that the provision for maximum service of four (4) years, carries the risk that the elected BoD will not be able to complete all the projects, placing in danger the effective management of the Company's business and the management of the Company's property, due to the continuous alteration of management teams and also due to the many different opinions that may exist regarding the Company's interests and activities.
This is justified by the size, structure and operation of the Company at the time being, which do not make necessary the existence of such a committee for selecting candidates.
Besides that, every time before the election of a new BoD member, the Management of the Company, assures the existence and appliance of a transparent procedure, evaluates the size and the composition of the BoD member to be elected, examines the qualifications, knowledge, views, skills, experience, morals and integrity of the candidates and therefore the mission of a committee for selecting candidates if that existed, is fully accomplished.
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This is justified by the fact that the Company's Memorandum regulations are considered to be adequate for the organization and operation of the BoD and ensure the full, right and on time fulfillment of its duties and the satisfactory examination of all matters upon which the BoD makes decisions.
This divergence is justified by the fact that the members of the BoD are residents of Attica and therefore the calling and convocation of the BoD is easy every time it is necessary, without the existence of a strict pre-defined program of actions.
This is justified by the fact that state of the art technology exists to record and map the convocations of the BoD, because of the nature of the Company and the segment of its operation. Furthermore all BoD members have the ability, if it is considered necessary, to ask for support from the legal consultants of the Company, in order to ensure compliance with the existent legal and regulatory legislation.
It is noted that according to the new Corporate Governance Code, a high level employee or a legal consultant, can act as a secretary, whilst the purpose of the secretary is the provision of practical support to the chairman and to the rest of the members of the BoD, in person and as a whole, with aim the total compliance of the BoD with the legal and Memorandum regulations and provisions. The Company will examine in the near future, the need for such a secretary.
This is explained by the fact that for BoD members, only individuals with satisfactory and proven experience, high level of knowledge, as well as organizational and managerial skills, are proposed. Besides that, the Group has as a basic rule the constant education and training of its employees and managers, but also the reinforcement of the corporate consciousness in all levels, by frequently conducting educational seminars according to the sector each member is working in, or the duties it is responsible for.
This is justified by the fact that the Management of the Company examines and approves such resources for hiring of external consultants based every time on the needs of the company, for being able to control the operating expenses of the Company.
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During the current period an institutional procedure aiming to access the effectiveness of the BoD and its committees does not exist. Also the performance of the Chairman of the BoD is not assessed, during a procedure directed by the independent vice-president, or even another non-executive member of the BoD.
Such a procedure is not considered to be necessary due to the organizational structure of the Company, since there are no boundaries between the members of the BoD. Therefore whenever weaknesses or malfunctions concerning the organization and operation of the BoD are identified, meetings are conducted and analytical discussions are made, during which the problems are presented, critique is made to decisions and other actions or statements of all members of the BoD that take place. Besides, the BoD observes and re-evaluates regularly the implementation of their made decisions, based on time plans set, while the BoD is annually assessed by the Regular General Meeting of the shareholders of the Company, conducted according to the regulations and the procedures described in detail in law 2190/1920 as well as to the Memorandum of the Company. It is noted, the only other committee that exists is that of Audit Committee.
The Company in order to comply with this particular rule, which the Corporate Governance Code has introduced, is currently examining the necessity of introducing a system of control and evaluation of the BoD, though the time frame of its completion cannot be accurately defined.
This divergence is explained by the fact that basic duties and responsibilities of the audit committee are adequately described by the existing legislation. Therefore the Company does not consider necessary at the present time the formation of such a specific internal rule for the operation of the above-mentioned committee, since what comes first is the adherence of the existing legislation.
This is justified by the current composition of the audit committee and the special knowledge and experience of its members, which ensures its correct and effective operation in a sufficient way. Therefore the external service of consultants is not considered to be necessary.
This divergence is explained by the way the Company is structured and organized, a way that does not require the establishment of such a committee. Until today the Management of the Company redacts the procedure of defining the compensation and ensures this procedure is characterized by objectivity, transparency, professionalism and is deprived by any conflicts of interest. Regarding the specification of compensation of the BoD members, executive and non-executive ones, the Management of the Company, acts with the principle of
creating a long-term company value, the sustainability of balance and meritocracy, for the shill of executives, that have the needed qualifications for the effective operation of the Company.
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The BoD, while defining the compensation of the BoD members and especially of the executive ones, takes into consideration their duties and responsibilities, their performance in relation to pre-defined quantitative and qualitative criteria, the economic environment, the performance and future prospects of the Company, the level of compensation for similar services in other relative companies, as well as the level of compensation of the Company's and Group's employees up to the corporate year 2018. However, the Company is expected to adopt the provision of the l. 4548/2018 (ar. 110-112) in 2019.
This is explained by the fact that rights for bonuses rise, only after the final approval of financial statements. Also since today, because of the state of the art organization and auditing procedures, the phenomenon of a bonus calculation based on inaccurate financial statements and data has never occurred.
This divergence is explained by the fact that such a committee does not exist. However, the Company is expected to adopt the provision of the l. 4548/2018 (ar. 110-112) in 2019.
At this particular time, an established special procedure regarding questions made by shareholders to the BoD does not exist, since every shareholder has the ability to address to the Investor's Relation Service, making requests and questions. If it is considered necessary, these are transferred in groups to the BoD for further processing and the relative answer or update is given to the interested party.
Moreover the rules of the law 2190/1920 (article 141 of l. 4548/2018 since 01.01.2019), describe in a detailed way the procedure of participation of the shareholders of minority to the General Assemblies of the Shareholders, a procedure always followed in every General Assembly, in order to ensure the valid and on time information of the shareholders, in relation to the evolvement of the corporate issues.
As it was mentioned before (Introduction of Corporate Governance Statement), the new CGC, as it stands from October 2013 follows the "comply or explain" rule and demands from the listed companies that choose to apply it, to publish their intention and either comply with the whole of the special practises of the Code, either explain the reasons for non-compliance with certain special practises.
Furthermore, the relevant explanation for non-compliance, is not only restricted to a simple mention of the general principle or the special practice with which the Company does not comply, but among others the Company should disclose whether this divergence is time framed and its intentions to comply with the codes principle.
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The divergences of the Company from the practices established by the new CGC are not thought to be subject to a strict time-frame, taking consideration that these practises do not correspond to the structure, organization, tradition, corporate values, ownership status and needs of the Company and maybe the compliance with these practises makes more difficult the application of the substance of the code's principles.
In any case, no code can or is supposed to substitute the context of principles, values and structure of any Company and therefore the adoption of rules not compatible with these principles is not reasonable.
Nevertheless, the Company has already formed a working group, that examines the existing divergences from the special practises of the new CGC, investigates the possibility of compliance with these and evaluates the possibility of establishment of its own Corporate Governance Code, the identity and regulations of which, will respond to the needs and specificities of the Company. This would promote the long term success and robust the competitiveness of the Company.
The Company abides to the provisions of the text as in its legal framework concerning corporate governance. There are no practices applied over the above mentioned.
The BoD is the highest ranking managerial body of the Company and is exclusively responsible for devising the strategy and deciding the policy for developing the Company. The intention to reinforce the long-term financial value of the Company, the protection of the general interests of the Company and of the shareholders, the assurance of compliance with the present legislation, the transparency and company's values on every aspect of the Group's operation, the monitoring and solution of conflicts of interests cases between BoD members, management team members and shareholders with the Company's interests are the main responsibilities of the BoD.
2.1.1 The company's BoD is composed, according to article 10 of the Articles of Association of the Company, of three (3) up to seven (7) members, which are elected by the General Assembly of the Shareholders by absolute majority of votes, which are represented in the Assembly. The members of the BoD may be Shareholders of the Company or other natural entities (non-shareholders). The members of the BoD are unlimitedly re-electable and freely revocable from the General Assembly irrespective of the time their service ends.
The members of the BoD when elected receive and introductory update, while during their service the Chairman, ensures the continuous broadening of their knowledge, to matters concerning the Company, in order to be familiar with these and contribute effectively and creatively to the duties of the BoD.
The service of the BoD members is five (5) years commencing the following date of the election of the BoD and expiring the relevant date of the fifth year. In case upon the expiration of their service and if a new BoD has not been elected, their service is extended up to the first ordinary General Assembly which shall be converged upon the expiration of their service, which in no case can supersede six (6) years. Each member has to participate in the deliberations of the BoD.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 41
Each member of the BoD has to keep confidential information regarding the company, which he may know thanks to his capacity and not announce any of this confidential information to third parties.
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2.1.2 The BoD convenes whenever the law, the Articles of Association, or the needs of the company demand it after the invitation of its Chairman or his replacement at the registered office of the Company or in another municipality of the district of its registered office. In the invitation the agenda has to be clearly stated, or else decisions can only be made when all the members of the BoD are present and no one controverts the decision making. The BoD can convoke outside its registered seat, in another place, in or out of the country, if in the convocation all members of the BoD are present and no one controverts the realization of the convocation and the decision making. The BoD may also convoke via tele-conference. In that case the invitation to the members of the BoD must include all necessary information concerning their participation in the convocation. In the convocations of the BoD its Chairman or his legal representative presides.
2.1.3 The BoD has quorum and dully convokes, when 50% plus one (1) of the directors is present and represented. In no case however the number of the Directors who appear in person, may not be less than three (3).
2.1.4 The BoD decides with the absolute majority of the present or represented members. In case of halved votes the vote of the Chairman dominates. Every Director has one (1) vote. Exceptionally, one may have more votes when representing another Director. The voting in the BoD is apparent, unless by its decision is defined that for a specific matter secret voting will be conducted. In that case, voting is conducted via ballot.
2.1.5 The discussions and decisions of the BoD are kept in the minutes which are registered in a special book of minutes and are signed by the Chairman or lawful representative, and the members which are present during the meeting. Each member is entitled to request the Chairman, to have his opinion mentioned in the minutes. In the book also a list of the present directors during the convocation of the Board is posted. The signature of the minutes by all the members of the BoD is equal to a decision of the BoD even if convocation has not proceeded.
2.1.6 The BoD may appoint some or all of its powers and jurisdictions (apart from those requiring collective decision) as well as the internal audit of the company and its representation to one or more persons, that may or may not be members, also defining the extent of this appointment.
2.1.7 In reservation of the l. 3016/2002 for the independent members of BoD, if possibly any member of the BoD departs or deceases or is declared fallen for any reason before the expiration of its service, the remaining directors of the BoD, as long as they are at least three (3), are obliged to elect a replacer for the remaining of the service of the member who is to be replaced only under the condition that the replacement is not possible with the substitute members. The said election is submitted for approval in the first General Assembly of the shareholders, upon the election and the decision of the said election is published according to article 7b of the c.l. 2190/1920 (and article 13 of l. 4548/2018 since 01.01.2019).
2.1.8 In reservation of the l. 3016/2002 for the independent members of BoD, if possibly any member of the BoD departs or deceases or is declared fallen for any reason before the expiration of its service, the remaining members may continue the management and representation of the company without replacing the fallen members, according to the previous paragraph, with the prerequisite that they are over the half members, as they were before these facts. In any case the members cannot be less than three (3).
2.2.1a The BoD of the Company consists of six (6) members, which are the following:
i) George K. Gerardos, President of the BoD and CEO of the Company (executive member)
ii) Konstantinos G. Gerardos, Vice-President of the BoD and CEO of the Company (executive member)
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iii) George C. Liaskas, member of the BoD (non-executive member)
iv) Nikolaos K. Tsiros, member of BoD (independent, non-executive member)
v) Antiopi-Anna I. Mavrou, member of BoD (non-executive)
vi) Ilia G. Klis, member of BoD (independent, non-executive)
The above mentioned BoD was elected by the annual Shareholder Meeting of the Company, which took place on April 2nd 2015 and its service is five year long ending on April 2nd 2020.
The decision taken on 02.04.2015 by the Annual Ordinary General Assembly of the Shareholders of the Company regarding the election of the new BoD and its constitution as a body, posted into G.E.MI. on 05.05.2015 with virtue numbers 356903 and 356904, respectively.
2.2.1b The Minutes of the Board of Directors meeting of 10.01.2018 posted into G.E.MI. on 26.01.2018. On that meeting of the BoD, Mr. Filippos Karagkounis of Anastasios elected as Independent, non-executive member of the BoD in replacement of the resigned Independent, non-executive member Mr. Nikolaos Tsiros of Konstantinos. Also, the representation rights of Company were renewed by the same BoD meeting and the BoD constituted in a Body, as follows:
i) George K. Gerardos, President of the BoD and CEO of the Company (executive member)
ii) Konstantinos G. Gerardos, Vice-President of the BoD and CEO of the Company (executive member)
iii) George C. Liaskas, member of the BoD (non-executive member)
iv) Filippos A. Karagkounis, member of BoD (independent, non-executive member)
v) Antiopi-Anna I. Mavrou, member of BoD (non-executive)
vi) Ilia G. Klis, member of BoD (independent, non-executive)
2.2.2 The brief resumes of the members of the BoD are:
i) George Gerardos: born 1946 in Palaio Faliro. He is a licensed Civil Engineer of the National Technical University. He is the founder of the Company.
ii) Konstantinos Gerardos: Born in 1977 in Athens, is a graduate of the College of Athens. He has a BA in International Business from Eckerd College in USA. He works in the company since 1995.
iii) George Liaskas: Born in 1949 in Arta. He is a licensed Foreman of Structural Projects and worked in the company as Manager of Development of stores from 1989 until 2007, when he was retired.
iv) Filippos Karagkounis: Born on 1953 in Ioannina. He has a ΒΑ in Business Administration with specialism in Accounting from the Athens University of Economics and Business. He worked in the Accounting Department of the Company since 1983. He was the Chief Financial Officer of the Company since 2002 until 2012.
v) Antiopi Anna Mavrou: Born in 1946, she graduated from the Law School of the University of Athens in 1969 with post graduate studies in the Law School of Sorbonne. She is member of the Law Association of Athens.
vi) Ilias Klis: Born in Athens in 1946. In 1965 he graduated from the College of Athens and continued his studies in the University of Athens, getting a Law degree. After a prominent career in the diplomatic services of the Ministry of Foreign Affairs, he left the Diplomatic Services in October 2008, having completed 35 years of service.
2.3.1a The Company in compliance with the Law 3693/2008 elected during its General Shareholders Meeting on April 2nd 2015 an Audit Committee including comprising of the following non-executive members:
1) Antiopi-Anna I. Mavrou
2) Nikolaos K. Tsiros
3) Ilias G. Klis.
It is noted that the last two members are independent non-executive members of the Board of Directors.
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2.3.1b The resigned independent, non-executive member of the BoD, Mr. Nikolaos Tsiros was the President of the Audit Committee, so the BoD on 10.01.2018 approved the replacement of Mr. Nikolaos Tsiros by Mr. Filippos Karagkounis, as he fulfils the prerequisites of the Law 4449/2017.
Consequently, the new Audit Committee constituted as follows:
1) Filippos A. Karagkounis
2) Antiopi-Anna I. Mavrou
3) Ilias G. Klis.
With the current composition of the Audit Committee the prerequisites of the article 44 of the l. 4449/2017 are fulfilled, as the three members of the Committee are non-executive members and they have the necessary knowledge in the Company's sector and Mr. Filippos Karagkounis is a member with proved knowledge of accounting and auditing. Finally, the requirements of the l. 3016/2002 for Corporate Governance are met.
2.3.2 The authorities and obligations of the Audit Committee, according to article 44 of the Law 4449/2017, are the following:
a) Informing the BoD of the Company for the results of the obligatory audit and explain to the BoD how the obligatory audit contributed to the integrity of the financial information and what was the role of the audit committee to the aforementioned procedure,
b) Observing the procedure of financial information and submit suggestions for the integrity of the information,
c) The observation of the efficient operation of the system of internal control and the system of risk management, as well as the observation of the correct operation of the internal auditors of the Company, regarding the financial information of the Company, without any violation of its independency,
d) The observation of the course of the obligatory check of the annual financial statements of the Company and of the Group, taking into account any findings and conclusions of the authorities,
e) Survey and observe the independency of the auditors or the audit company and especially the appropriateness of offering non audit services to the Company and
f) The Audit Committee is responsible for the selection procedure of the auditors or of the audit companies and propose the auditors of the audit company that will be appointed.
2.3.3 The audit committee during 2018 (01.01.2018-31.12.2018) convened four (4) times.
2.3.4 It is also clarified that the Auditor of the company who audits the annual and interim financial statements, does not offer any other auditing or other service to the Company in order to comply with l. 4449/2017, or is connected to the Company so his objectivity, impartiality and independence is assured. This with the exception of special tax auditing, that is required by the article 65A of the l.4174/2013 upon which, the "Tax Certificate" is issued.
3.1.1 The General Assembly is the supreme body of the Company and is entitled to decide for any Company matter
and to conclude upon all matters, which are submitted or said.
More specifically it is exclusively competent to decide upon:
a) The amendments of the articles of association.
As amendments are meant also the increases or decreases of the capital share, apart from the cases mentioned in
article six (6) paragraph 1 and 2 of the Articles of Association and other cases that are enforced by law,
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b) The election of Auditors
c) The approval of the balance sheet and the annual financial statements of the Company
d) The distribution of annual profits
e) The merge, fracture, conversion, revival of the Company
f) The extension or abbreviation of the duration of the Company
g) The dissolution of the Company and the appointment of liquidators
h) The appointment of members of the BoD, apart from the case of article 11 of the present and
i) The approval of the election according to article 10 of the Articles of Association, the temporary members replacing the members that resigned, passed away or have fallen out.
3.1.2 The decisions of the General Shareholders Meeting are obligatory for the shareholders that are absent or object.
3.1.3 The General Assembly is always convened by the BoD and convenes regularly at the seat of the Company or in the district of the seat of the Company, at least once in every business year and always in the first semester after the expiration of each business year The General Assembly may convene in the district of the municipality where the seat of the Athens Stock Exchange is.
The BoD may convene an extra ordinary Shareholders Meeting when it considers it is necessary or if the shareholders representing the required (by the law or the Articles of Association and Memorandum) percentage.
3.1.4 The decisions of the General Assembly are taken by absolute majority of votes, which are represented.
Exceptionally, when it concerns decisions regarding: a) the alteration of the Company's nationality, b) the alteration of the Company's registered office, c) the alteration of the purposed or object of the Company's business, d) the alteration of the Company's shares to registered, e) the increase of share capital with some exceptions, f) the alteration of the mode of distribution of profits, g) the merging, dispersion, alteration, revival of the Company, h) the Company's dissolution, i) the giving or renewing of authority to the BoD for increase of share capital according to par. 1art. 6 of the Articles of Association (par. 1, article 24 of the l. 4548/2018 since 01.01.2019), and j) every other case for which the law determines, the General Assembly has a quorum and duly convokes when shareholders representing (1/2) of the paid share capital are represented.
3.1.5 The Chairman of the BoD, or when he is hindered his lawful replacer presides temporarily in the General Assembly and defines as secretary one of the Shareholders or their representatives who are present, until the list of shareholders is certified by the General Assembly, who are entitled to participate in the said and elects the ordinary presiding office.
3.2.1.1 The shareholders exercise their rights, concerning the management of the Company, only in General Assemblies and according to the law and the Articles of Association. Each share gives the right for one (1) vote in the General Assembly according to article 16 of the Codified Law 2190/1920 (article 50 of the l. 4548/2018 since 01.01.2019).
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 45
3.2.1.2 In the General Assembly anyone who appears as a shareholder in the Dematerialized Securities System which is managed by Athens Stock Exchange S.A. has the right to participate. The proof of shareholders identity is established by the relevant written assurance of the above mentioned organization or by direct electronic connection of the Company with the organization. The person must be a shareholder five (5) days before the General Assembly (record date), and the relevant receipts or the electronic receipts concerning the shareholding capacity must come to the Company at the latest the third (3rd) day before the General Assembly.
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3.2.1.3 In the General Assembly only those who are shareholders in the said date have a right to participate in the General Assembly. In case of noncompliance to article 28a of the law 2190/1920 (article 124 of l. 4548/2018, since 01.01.2019), the said shareholder participates in the General Assembly only after its license.
3.2.1.4 The fulfilling of the above mentioned rights does not require the prior bound of the shareholders΄ shares or any other procedure that limits the possibility of selling or transferring shares in the time between the record date and the date of the General Assembly.
3.2.1.5 The shareholder participates in the General Assembly and votes either in person or via proxies. Each shareholder may appoint up to three (3) proxies. Legal entities may participate in the General Assembly appointing as proxies up to three natural entities. If the shareholder however, owns shares of the company that appear in more than one account, he may appoint different proxies. A proxy that acts on behalf of different shareholders may vote differently for each shareholder. The proxy must inform the Company before the beginning of the General Assembly, any fact that may be useful to assess the risk that the proxy may cater to interests other than the represented shareholder. A conflict of interests regarding this paragraph may rise when the proxy:
a) is a shareholder controlling the Company, or another legal entity controlled by the particular shareholder,
b) is a member of the BoD, or the management team of the Company, or a shareholder that controls the Company, or another legal entity controlled by a shareholder, which controls the Company,
c) is an employee or auditor of the Company, or a shareholder that controls the Company, or another legal entity controlled by a shareholder,
d) is a spouse or a first degree relative with one of the entities that are mentioned above in cases (a) to (c). The appointment and reverse of a proxy takes place in writing and is announced to the Company at least three (3) days before the date of the General Assembly.
4.1.1. The Internal Control of the Company is conducted by the Service of internal control according to the control program included in the Internal Rulebook of the Company.
It is a basic goal of the Company, to ensure that through the right systems of internal control the whole organization of the Group, will have the ability to face quickly and effectively the rising risks of its jurisdiction and in any case take the needed measures to reduce consequences of these risks.
It is noted that the control on the base of which the relevant report is drawn up, within the law 3016/2002 as it stands, and more specifically to articles 7 and 8 of the referred Law.
4.1.2 During the auditing the Service of Internal Control takes into account all the necessary books, files, bank accounts and portfolios of the Company and asks for the constant cooperation of the Management to ensure that all necessary information and data is provided, with the purpose to reach conclusions in their Report that do not
entail substantial inaccuracies. This control does not include any evaluation of the appropriate accounting principles that were adopted as well as of estimations made from the Management.
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4.1.3 The scope of control is the evaluation of the general level of the procedures of the system of internal control. In any controlled period several scopes of control are chosen, while the organization and operation of the BoD is constantly controlled as well as the Service of Servicing Shareholders and Investor Relations that operate based on the law 3016/2002.
The Group has invested in the development and maintenance of advanced MIS infrastructure that ensures the correct display of figures. At the same time an analysis of the results is made on a daily basis covering all the important fields of business activity. The actual, historical and budgeted figures are compared with adequate explaining of all the important deviations. The Audit Committee can proceed with audit based on sample checking.
No other managerial or supervisory committees exist at the time except the ones that arise from the Law.
6.1 Article 10, par. 1 of the Guidance 2004/25/ΕΚ of the European Parliament and Committee of April 21st 2004, relevant to the public offerings for the titles of companies that are negotiated in organized markets, lays down rules concerning whose shares are traded on a regulated market.
"Countries, members of the EU, make sure that companies mentioned in article 1 paragraph 1, publish analytical information regarding:
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 47
unless such an acknowledgment would cause a serious problem to the Company. This exception is not valid when the Company is expressly obligated to announce relevant information due to other law obligations
k) every agreement the Company has made with the members of its BoD, or with its personnel that predicts compensation in case of resignation or discharge without any arguable reason or even if the cooperation is terminated due to a public offer of buyout."
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6.2 Data for the points (a) and (b) have already been given. There are no shares of the Company which do not trade in the Athens Stock Exchange.
Relevant to points c, d, f, h and i of paragraph 1 of article 10 the Company states the following:
• concerning point c: the significant direct or indirect participations of the Company are:
Moreover, the important participations to the share capital of the Company based on articles 9 to 11 of the l. 3556/2007 are:
George Gerardos with 14.698.308 shares and sharing rights (66,58%) of the Company's shares and Konstantinos Gerardos with 3.415.524 shares and voting rights, (15,47%) of the Company's shares.
• concerning point d: no such titles exist
• concerning point f: There is no limitation on the voting right of each share of the Company.
Concerning the exercise of voting rights during the General Assembly a detailed report is provided in unit 3 of the Statement of Corporate Governance.
• concerning point f: concerning the appointment and replacement of the members of the BoD as well as the alteration of the articles of Association of the Company, there are no rules that differ from what is stated in Law 4548/2018. These rules analyzed in Unit 2.1 of the present Statement of Corporate Governance.
• concerning point i: there are no special authorities to members of the Board of Directors regarding the issuance or the buyback of Company's shares. However, on the annual Ordinary General Assembly on 23.05.2017 approved based on article 16 of the c.l. 2910/1920, the purchase into a period of twenty four (24) months after the approval date of that decision - that is the 23.05.2019 by the upper limit of two million two hundred seven thousand five hundred sixty six (2.207.566) common shares, which represent 10% of the total outstanding shares of the Company, with purchase price three (3,00) Euros per share as the lowest limit and with ten (6,00) Euros per share as the upper limit. The implementation of the share buyback programme of the Company started after the decision of the Board of Directors of 28th June 2017. The share buyback programme is still in progress. The Company does not hold any treasury shares on the date of publication of the Financial Statements. It is noted that the voting rights of these shares are not exercised.
The points (e), (g) and (j) do not apply.
This Corporate Governance Statement is indispensable special part of the Annual Report of the Board of Directors of the Company.
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 48
To the Shareholders of "PLAISIO COMPUTERS S.A."
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We have audited the accompanying separate and consolidated financial statements of the Company "PLAISIO COMPUTERS S.A." (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2018, and the separate and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company "PLAISIO COMPUTERS S.A." and its subsidiaries (the Group) as of December 31, 2018, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in Greek Legislation. Our responsibilities, under those standards are described in the "Auditor's Responsibilities for the Audit of the separate and consolidated financial statements" section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current period. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
As described in Note 11 to the 31 December 2018 separate and consolidated financial statements, the Group and the Company's inventory is amounted to €52.257 thousand and €51.278 thousand respectively. These amounts include a provision for impairment of € 8.479 thousand and € 8.452 thousand respectively.
The Group and the Company value inventory at the lower of cost and net realizable value.
The Group and the Company operate in the high technology sector in which the risk of technological devaluation increases. Consequently, the management constantly examines the net realizable value of inventory and proceeds to all necessary provisions. Obsolete inventory allowance is calculated by considering stock turnover ratio and obsolete stock that is about to be destroyed within the next period.
We consider valuation of inventory a key audit matter because of the judgment involved and the assumptions used by the management, as well as the significance of the amount of inventories to the separate and consolidated financial statements.
The Group and the Company disclose the accounting
We performed a risk based approach and our audit includes, among others, the following elements:
-We examined the procedures and operating effectiveness of controls designed by the management for stock management.
We attended physical inventory counting in Company's stores and warehouses, to validate on a sample basis whether there were indications of obsolesce.
For a selection of items we checked the arithmetic accuracy of inventory cost.
-We evaluated the reasonableness of estimates by reviewing the assumptions used by the management for the valuation of inventory.
-We performed procedures to identify unmoved and slow-moving inventory in the warehouse book.
-We validated on a sample basis the arithmetical accuracy of the management's calculations for inventory provision.
-For a sample of items we verified the existence of inventory sold with negative gross profit margin and that they have been taken into account in the valuation
policy and further information related to the valuation of inventory in Notes 2.11 and 11 of the separate and consolidated financial statements.
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As described in Note 12 to the 31 December 2018 separate and consolidated financial statements, the Group and the Company's trade receivables are amounted to €17.879 thousand and € 17.546 thousand respectively. These amounts include a provision for impairment of € 2.855 thousand and €2.774 thousand respectively.
The management, due to the large clientele dispersion and their activity in a high credit risk environment, estimates the impairment of trade receivables, assessing the recoverability of trade receivables by reviewing the maturity of the customer balances, their credit history, the settlement of subsequent payments and by making market forecast estimates.
We consider recoverability of trade receivable a key audit matter because of the judgment involved and the assumptions used by the management.
As described in Note 5 to the 31 December 2018 separate and consolidated financial statements, the Group and the Company's turnover is amounted to €308.858 thousand and €302.741 thousand respectively. Recognition of revenue, generated by all points of sale (stores network), as well as general ledgers update are performed automatically by the Company's and Group subsystems.
The Group uses information systems and has internal controls to ensure a comprehensive revenue recognition framework. We focused on this area due to the large volume of transactions and the diversity of products offered, as a systematic error could lead to errors which may have a material impact on the separate and consolidated financial statements.
at the lower of cost and net realizable value.
-We also assessed the adequacy of the disclosures included in Note 11 of the separate and consolidated financial statements.
We performed a risk based approach and our audit includes, among others, the following elements:
We gained an understanding and reviewed the credit control procedures of the Company as well as examined the effectiveness of controls designed for credit granting to customers.
We assessed the assumptions and methodology used by the Company to determine the recoverability of trade receivables or their classification as bad debt.
We reviewed the responses received from legal confirmation to identify any issues that indicate balances of trade receivables that may not be recoverable in the future.
-We received third party confirmation letters for a representative sample of trade receivables and performed procedures subsequent to the date of the separate and consolidated financial statements for collections against the year-end balances.
We recalculated the impairment of trade receivables assessing the methodology and accuracy of the data used by the Company, such as the maturity of trade receivables at the year-end, trade receivables experiencing financial difficulty and publicly available information.
We evaluated the recoverability of trade receivables comparing the year-end balance with post balance sheet receipts.
-The assessment of the impact of the adoption of IFRS 9 for the year ending December 31, 2018, which resulted in the change of the Company's and Group accounting policy to address impairment loss on trade receivables.
-We also assessed the adequacy of the disclosures included in Note 12 of the separate and consolidated financial statements.
We performed a risk based approach and our audit includes, among others, the following elements:
We performed test of controls on revenue recognition to obtain reasonable assurance on the effectiveness of controls, applied by the management to prevent or detect and timely correct potential errors ensuring that sales revenue is correctly recorded in the separate and consolidated financial statements.
We performed test of control regarding the IT systems used by the Company to record sales revenue. In addition, we performed procedures to evaluate the completeness and accuracy of the revenue cycle arising from Company's subsystems. We also reviewed the design, implementation and efficient operation of the subsystems including reconciliations with the general ledger.
-The examination of management's methodology and calculations regarding the cumulative effect of the adoption of IFRS 15 for the year ending December 31, 2018.
Management is responsible for the other information. The other information is included in the Board of Directors' Report, as referred to the "Report on other Legal and Regulatory Requirements" section, in the Declaration of the Board of Directors Representatives, but does not include the financial statements and our auditor's report thereon.
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Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this respect.
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as Management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing the Company's and Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless, management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters.
Taking into consideration that management is responsible for the preparation of the Board of Directors' Report which and the Corporate Governance Statement that is include therein, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors' Report includes the Corporate Governance Statement which provides the information required by Article 43bb of Codified Law 2190/1920.
b) In our opinion the Board of Directors' Report has been prepared in accordance with the applicable legal requirements of articles 43a and 107A and of paragraph 1 (cases c' and d') of article 43bb of Codified Law
2190/1920 and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31/12/2018.
c) Based on the knowledge we obtained during our audit about the company "PLAISIO COMPUTERS S.A." and its environment, we have not identified any material inconsistencies in the Board of Directors' Report.
Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional Report to the Audit Committee of the Company, referred to in article 11 of EU Regulation 537/2014.
We have not provided to the Company and the Group any prohibited non-audit services
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We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 14/5/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 5 consecutive years.
BDO Certified Public Accountant S.A. 449 Mesogion Av, Athens- Ag. Paraskevi, Greece Reg. SOEL: 173
Ag. Paraskevi, March 21, 2019 Certified Public Accountant
Olympia G. Barzou Reg. SOEL: 21371
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(Figures in thousand €)
| THE GROUP | THE COMPANY | |||||
|---|---|---|---|---|---|---|
| 01.01- 31.12.18 | 01.01-31.12.17 | 01.01-31.12.18 | 01.01- 31.12.17 | |||
| Note | ||||||
| Turnover | 5 | 308.858 | 286.098 | 302.741 | 281.146 | |
| Cost of Sales | (245.748) | (223.964) | (241.566) | (220.916) | ||
| Gross Profit | 63.110 | 62.133 | 61.174 | 60.230 | ||
| Other operating income | 23 | 177 | 104 | 143 | 71 | |
| Distribution expenses | (49.738) | (45.698) | (48.307) | (44.252) | ||
| Administrative expenses | (7.101) | (6.275) | (6.675) | (5.794) | ||
| Other (expenses)/income | 864 | (1.572) | 864 | (1.572) | ||
| ΕΒΙΤ | 7.311 | 8.693 | 7.199 | 8.683 | ||
| Finance Income | 415 | 229 | 442 | 276 | ||
| Finance Expense | (1.638) | (1.672) | (1.601) | (1.640) | ||
| Share of profit of Associates | 13 | 38 | - | - | ||
| Profit before tax | 6.100 | 7.288 | 6.040 | 7.320 | ||
| Income tax | 24 | (2.245) | (2.388) | (2.238) | (2.394) | |
| Profit after tax | 3.856 | 4.900 | 3.802 | 4.926 | ||
| Equity holders of the parent | 3.856 | 4.900 | 3.802 | 4.926 | ||
| Non-controlling interests | 0 | 0 | - | - | ||
| Other Comprehensive Income: | ||||||
| Items that will not be reclassified to | ||||||
| Comprehensive Income Statement: | ||||||
| Actuarial loss | 19 | (182) | 157 | (182) | 157 | |
| Deferred Tax | 19 | 5 | (46) | 5 | (46) | |
| Total Comprehensive Income after taxes | 3.679 | 5.012 | 3.626 | 5.038 | ||
| Profit of the period attributable to: | ||||||
| Equity holders of the parent | 3.679 | 5.012 | 3.626 | 5.038 | ||
| Non-controlling interests | 0 | 0 | - | - | ||
| Profit per share from continuing operations | ||||||
| attributable to the shareholders of the parent | ||||||
| (expressed in €/share): | ||||||
| Basic earnings per share | 28 | 0,1747 | 0,2220 | 0,1722 | 0,2232 | |
| Diluted earnings per share | 28 | 0,1747 | 0,2220 | 0,1722 | 0,2232 | |
| Proposed Dividend per share | 29 | - | - | 0,0700 | 0,0700 | |
| EBITDA | 9.458 | 10.719 | 9.311 | 10.673 | ||
55
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(Figures in thousand €)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Assets | Note | 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 |
| Tangible Assets | 6 | 29.699 | 24.940 | 29.631 | 24.856 |
| Intangible Assets | 7 | 1.470 | 1.151 | 1.459 | 1.130 |
| Advance Payments for Fixed Assets | 6 | 225 | 0 | 225 | 0 |
| Investments in subsidiaries | 8 | 0 | 0 | 4.072 | 4.072 |
| Investments in associates | 8 | 1.142 | 1.157 | 225 | 225 |
| Other investments | 9 | 34 | 24 | 34 | 24 |
| Deferred tax asset | 18 | 2.750 | 3.587 | 2.741 | 3.572 |
| Other non-current assets | 10 | 689 | 692 | 684 | 669 |
| Non-Current assets | 36.010 | 31.553 | 39.071 | 34.549 | |
| Inventories | 11 | 52.527 | 52.242 | 51.278 | 51.223 |
| Trade receivables | 12 | 17.879 | 17.609 | 17.546 | 17.674 |
| Other receivables | 13 | 6.390 | 3.733 | 6.186 | 3.627 |
| Cash and cash equivalents | 14 | 40.842 | 49.862 | 40.124 | 48.774 |
| Current assets | 117.638 | 123.446 | 115.134 | 121.297 | |
| Total Assets | 153.648 | 154.999 | 154.205 | 155.846 | |
| Shareholders' Equity and Liabilities | |||||
| Share capital | 15 | 7.285 | 7.285 | 7.285 | 7.285 |
| Share Premium | 15 | 844 | 844 | 844 | 844 |
| Other Reserves | 16 | 24.898 | 25.039 | 24.612 | 24.761 |
| Retained earnings | 60.089 | 57.133 | 61.879 | 58.968 | |
| Shareholders' Equity | 93.116 | 90.301 | 94.620 | 91.858 | |
| Non-current borrowing | 17 | 8.940 | 11.273 | 8.940 | 11.273 |
| Provision for employee benefits | 19 | 1.916 | 1.708 | 1.916 | 1.708 |
| Other non-current provisions | 20 | 213 | 218 | 213 | 218 |
| Non-current contract liabilities | 859 | 0 | 859 | 0 | |
| Deferred Income | 21 | 2.364 | 2.428 | 2.364 | 2.428 |
| Non-current Liabilities | 14.292 | 15.626 | 14.292 | 15.626 | |
| Trade payables | 22 | 25.177 | 30.559 | 24.470 | 30.110 |
| Tax liabilities | 6.060 | 5.454 | 5.891 | 5.234 | |
| Current borrowing | 17 | 2.333 | 1.604 | 2.333 | 1.604 |
| Current provisions | 20 | 1.231 | 1.565 | 1.231 | 1.565 |
| Current contract liabilities | 22 | 1.273 | 0 | 1.212 | 0 |
| Other current liabilities | 22 | 10.166 | 9.889 | 10.157 | 9.849 |
| Current Liabilities | 46.240 | 49.072 | 45.293 | 48.362 | |
| Total Shareholders' Equity and Liabilities | 153.648 | 154.999 | 154.205 | 155.846 |
___________________________________________________________________________
| Other Reserves and | |||||
|---|---|---|---|---|---|
| Share Capital | Share Premium | Retained Earnings | Own Shares | Total | |
| Equity at the beginning of the period (01.01.2017) | 7.286 | 844 | 78.281 | (19) | 86.393 |
| Total Comprehensive Income after Tax | 0 | 0 | 5.012 | 0 | 5.012 |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 |
| Return of Share Capital | 0 | 0 | 0 | 0 | 0 |
| Purchase of Own Shares | (1) | 0 | (19) | 19 | 0 |
| Distributed Dividend | 0 | 0 | (1.104) | 0 | (1.104) |
| Equity at the end of the period (31.12.2017) | 7.285 | 844 | 82.172 | 0 | 90.301 |
| Equity at the beginning of the period (01.01.2018) | 7.285 | 844 | 82.172 | 0 | 90.301 |
| Changing Policy Effect (IFRS 15) | 0 | 0 | 681 | 0 | 681 |
| Restated balance at 1 January 2018 | 7.285 | 844 | 82.853 | 0 | 90.982 |
| Total Comprehensive Income after Taxes | 0 | 0 | 3.679 | 0 | 3.679 |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 |
| Return of Share Capital | 0 | 0 | 0 | 0 | 0 |
| Purchase of Own Shares | 0 | 0 | 0 | 0 | 0 |
| Distributed Dividend | 0 | 0 | (1.545) | 0 | (1.545) |
| Equity at the end of the period (31.12.2018) | 7.285 | 844 | 84.987 | 0 | 93.116 |
THE GROUP
| Other Reserves and | ||||||
|---|---|---|---|---|---|---|
| Share Capital | Share Premium | Retained Earnings | Own Shares | Total | ||
| Equity at the beginning of the period (01.01.2017) | 7.286 | 844 | 79.812 | (19) | 87.924 | |
| Total Comprehensive Income after Tax | 0 | 0 | 5.038 | 0 | 5.038 | |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 | |
| Return of Share Capital | 0 | 0 | 0 | 0 | 0 | |
| Purchase of Own Shares | (1) | 0 | (19) | 19 | 0 | |
| Distributed Dividend | 0 | 0 | (1.104) | 0 | (1.104) | |
| Equity at the end of the period (31.12.2017) | 7.285 | 844 | 83.729 | 0 | 91.858 | |
| Equity at the beginning of the period (01.01.2018) | 7.285 | 844 | 83.729 | 0 | 91.858 | |
| Changing Policy Effect (IFRS 15) | 0 | 0 | 681 | 0 | 681 | |
| Restated balance at 1 January 2018 | 7.285 | 844 | 84.410 | 0 | 92.539 | |
| Total Comprehensive Income after Taxes | 0 | 0 | 3.626 | 0 | 3.626 | |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 | |
| Return of Share Capital | 0 | 0 | 0 | 0 | 0 | |
| Purchase of Own Shares | 0 | 0 | 0 | 0 | 0 | |
| Distributed Dividend | 0 | 0 | (1.545) | 0 | (1.545) | |
| Equity at the end of the period (31.12.2018) | 7.285 | 844 | 86.491 | 0 | 94.620 |
___________________________________________________________________________
(Figures in thousand €)
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 01.01- 31.12.2018 01.01- 31.12.2017 | 01.01- 31.12.2018 01.01- 31.12.2017 | |||
| Operating Activities | ||||
| Profit before tax | 6.100 | 7.288 | 6.040 | 7.320 |
| Adjustments for: | ||||
| Depreciation / amortization | 2.250 | 2.156 | 2.215 | 2.120 |
| Amortization of subsidies | (103) | (130) | (103) | (130) |
| Provisions | (312) | 520 | (312) | 520 |
| Foreign Exchange differences | (66) | 230 | (66) | 230 |
| Results (income, expenses, profit and loss) from investing activities |
(13) | (38) | 0 | 0 |
| Interest expenses and related costs | 1.224 | 1.443 | 1.159 | 1.363 |
| Plus/less adjustments for changes in working capital or related to operating activities |
||||
| Decrease / (increase) in inventories | (284) | (1.505) | (55) | (1.709) |
| Decrease / (increase) in receivables | (1.383) | 47 | (905) | 14 |
| (Decrease) / increase in liabilities | (2.943) | 4.664 | (3.230) | 4.532 |
| Less: | ||||
| Interest expenses and related expenses paid | (1.630) | (1.765) | (1.593) | (1.733) |
| Income tax paid | (1.591) | (923) | (1.539) | (953) |
| Total inflows / (outflows) from operating activities (a) | 1.249 | 11.986 | 1.611 | 11.575 |
| Investing Activities | ||||
| Acquisition of subsidiaries, affiliated companies, joint ventures and other investments |
(10) | 0 | (10) | 0 |
| (Increase)/ Decrease of Share Capital of Subsidiaries, Affiliated Companies, Joint Ventures &f Other Investments |
0 | 0 | 0 | 0 |
| Purchase of property, plant, equipment and intangible assets |
(7.552) | (1.504) | (7.544) | (1.440) |
| Received interests | 415 | 229 | 415 | 229 |
| Received dividends | 27 | 47 | 27 | 47 |
| Total inflows / (outflows) from investing activities (b) | (7.120) | (1.228) | (7.112) | (1.164) |
| Financing Activities | ||||
| Decrease from return of share capital | 0 | 0 | 0 | 0 |
| Proceeds from issued borrowings | 3.500 | 18.000 | 3.500 | 18.000 |
| Acquisition of own shares | 0 | 0 | 0 | 0 |
| Re-payments of borrowings | (5.104) | (20.584) | (5.104) | (20.584) |
| Dividends paid | (1.545) | (1.104) | (1.545) | (1.104) |
| Total inflows / (outflows) from financing activities (c) | (3.149) | (3.688) | (3.149) | (3.688) |
| Net increase / (decrease) in cash and cash equivalents for the period (a) + (b) + (c) |
(9.020) | 7.070 | (8.650) | 6.723 |
| Cash and cash equivalents at the beginning of the period | 49.862 | 42.792 | 48.774 | 42.051 |
| Cash and cash equivalents at the end of the period | 40.842 | 49.862 | 40.124 | 48.774 |
These financial statements include the annual financial statements of the company Plaisio Computers S.A. (the "Company") and the consolidated annual financial statements of the Company and its subsidiaries (together "the Group"). The names of the subsidiary and of the related companies are presented in note 8.
___________________________________________________________________________
PLAISIO COMPUTERS S.A. was founded in 1988 and is listed in Athens Stock Exchange since 1999. The Company's headquarters are located in Location Skliri, Magoula, Attica 19018 (Num. M.A.E 16601/06/B/88/13).
The Company assembles and trades PCs, Telecommunication and Office Equipment.
The Board of Directors of PLAISIO COMPUTERS S.A. approved the financial statements for the period ending on December 31st 2018 on March 21st 2019.
These Company and consolidated financial statements have been prepared by management in accordance with the International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union based on the Regulation 1606/2002 and IFRS that have been issued by the International Accounting Standards Board (IASB).
___________________________________________________________________________
The accounting principles that have been used in the preparation and presentation of the annual financial statements are in accordance with those used for the preparation of the Company and Group financial statements as of December 31, 2017.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property at fair value.
The preparation of the Financial Statements in conformity with IFRS requires the use of certain estimates and assumptions, which affect the balances of the assets and liabilities, the contingencies disclosure as at the balance sheet date of the financial statements and the amounts of income and expense relating to the reporting year.
Any differences between amounts in the primary financial statements and similar amounts detailed in the explanatory notes are due to rounding of figures.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
| IFRS | Effective Date |
|---|---|
| IFRS 9 Financial Instruments | 1 January 2018 |
| IFRS 15 Revenue from Contracts with Customers | 1 January 2018 |
| Annual Improvements to IFRSs 2014 – 2016 Cycle (IFRS 1 First-time Adoption of IFRS and IAS 28 Investments in Associates and Joint Ventures) |
1 January 2018 |
| IAS 40 Investment Property (Amendment - Transfers of Investment Property) | 1 January 2018 |
| IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration | 1 January 2018 |
Of the pronouncements above, only the application of IFRS 9 and IFRS 15 affected the Group and led to significant changes. The adoption of these two new standards are depicted in the Statement of Changes in Equity.
IFRS 9 "Financial Instruments" replaces IAS 39 "Financial Instruments: Recognition and Measurement" for annual periods beginning on or after 1 January 2018, primarily affecting the classification & measurement, impairment and hedge accounting of financial instruments.
___________________________________________________________________________
On 1 January 2018 (the date of initial application of IFRS 9), the management assessed which business models apply to the financial assets held by the Group and has classified its financial assets into the appropriate IFRS 9 categories. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Transaction costs of financial assets carried at fair value through profit or loss are expenses. Trade receivables are initially measured at their transaction price.
Under IFRS 9, debt financial instruments are subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVPL). The classification is based on two criteria: a) the business model for managing the assets and b) whether the instruments' contractual cash flows represent "solely payments of principal and interest" on the principal amount outstanding (the 'SPPI criterion').
In 2017, the Group and the Company did not apply the hedge accounting. As a result, the Group and the Company will continue to apply the current policy regarding the hedging accounting according to IFRS 9, when such a hedging may arise.
The Group performs a provision for devaluation of the financial assets based on the receivables received period and probability by examining: the due dates of the customers' balances, the credit history and the payments made according to future settlements. The aforementioned are evaluated in combination with the estimation of the Group for the market risk at any point in time based on the condition of the market, the macroeconomic figures, the policies, the taxation and the international evolutions which influence the consuming behavior.
The Group adopted, retrospectively, the new standard since 1 January 2018, without adjusting the comparable year 2017. Consequently, the adjustments which have arisen from the new classification and the new rules of impairment do not appear in the Statement of Financial Position of 31st December 2017 but they appear in the Statement of Changes in Equity of the interim statement.
The Group adopted the simplified approach of IFRS 9 for the estimation of the expected credit losses in the initial adoption date. The bad debt provision decreased by 1.008 th. € for the Group and the Company and it resulted the respected adjustment in "Retained Earnings". The decrease was the result of the estimation of the expected credit losses according to rules of IFRS 9 and it led to a positive readjustment of the extremely conservative impairment percentages in certain customer categories.
IFRS 15 supersedes IAS 11 "Construction Contracts", IAS 18 "Revenue" and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers.
Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a
contract and the costs directly related to fulfilling a contract. Revenue is the amount of consideration expected to be received in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (value-added tax, other sales taxes etc.). Variable considerations are included in the transaction price and they are estimated using either the expected value method, or the most likely amount method.
___________________________________________________________________________
Revenue is recognized when (or as) a performance obligation is satisfied by transferring the control of a promised good or service to the customer. A customer obtains control of a good or service if he has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. Control is transferred over time or at a point in time.
The new standard was applied by the Group since 1 January 2018. At the first application of the IFRS 15, the Group recognized the accumulated result of the application of the IFRS 15 for all the contracts which were not completed on the 1 st January 2018 as an adjustment in the beginning balance of the Equity on the 1st January 2018. The Group has evaluated the below as the most significant effects from the adoption of the standard:
The aforementioned cases led to an increase in Contract Liabilities by 94 th. € on 01.01.2018, as it is shown in the table below.
A contract liability is recognized when there is an obligation to transfer goods or services to a customer for which the the Group has received consideration from the customer (prepayments) or there is an unconditional right to receive consideration the Group transfers a good or a service (deferred income). The contract liability is derecognized when the promise is fulfilled and revenue is recorded in the profit or loss statement. The application of the standard led to reclassification of the customers' prepayments of 1.222 th. € and 1.194 th. € for the Group and the Company from the Other Current Liabilities to Current Contract Liabilities.
A receivable is recognised when there is an unconditional right to consideration for the performance obligations to the customer that are satisfied. A contract asset is recognized when the performance obligation to the customer is satisfied before the customers pays or before payment is due, usually when goods or services are transferred to the customer before the Group has a right to invoice.
The following tables sum up the adoption effect of IFRS 9 and IFRS 15 in the Statement of Financial Position of the Group and the Company at 01.01.2018.
(Figures in thousand €) THE GROUP
| Assets | 31.12.2017 | IFRS 15 – Transition Adjustments |
IFRS 15 - Reclassifications |
IFRS 9 – Transition Adjustments |
01.01.2018 Restated |
|---|---|---|---|---|---|
| Non-Current Assets | |||||
| Tangible assets | 24.940 | 24.940 | |||
| Intangible assets | 1.151 | 1.151 | |||
| Advance Payments for Fixed Assets | 0 | 0 | |||
| Investments in subsidiaries | 0 | 0 | |||
| Investments in associates | 1.157 | 1.157 | |||
| Other investments | 24 | 24 | |||
| Deferred tax asset | 3.587 | 27 | (260) | 3.355 | |
| Other non-current assets | 692 | 692 | |||
| 31.553 | 27 | (260) | 31.320 | ||
| Current Assets | |||||
| Inventories | 52.242 | 52.242 | |||
| Trade receivables | 17.609 | 1.008 | 18.617 | ||
| Other receivables | 3.733 | 3.733 | |||
| Cash and cash equivalents | 49.862 | 49.862 | |||
| 123.446 | 1.008 | 124.455 | |||
| Total Assets | 154.999 | 27 | 0 | 748 | 155.775 |
| Shareholders' Equity and Liabilities | |||||
| Share Capital | 7.285 | 7.285 | |||
| Share Premium | 844 | 844 | |||
| Other Reserves | 25.039 | 25.039 | |||
| Retained Earnings | 57.133 | (67) | 748 | 57.814 | |
| Shareholders' Equity | 90.301 | (67) | 0 | 748 | 90.982 |
| Non-current borrowing | 11.273 | 11.273 | |||
| Provision for employee benefits | 1.708 | 1.708 | |||
| Other non-current provisions | 218 | 218 | |||
| Non-current contract liabilities | - | 30 | 30 | ||
| Deferred Income | 2.428 | 2.428 | |||
| Non-current Liabilities | 15.626 | 30 | 0 | 0 | 15.656 |
| Trade payables | 30.559 | 30.559 | |||
| Tax liabilities | 5.454 | 5.454 | |||
| Current borrowing | 1.604 | 1.604 | |||
| Current provisions | 1.565 | 1.565 | |||
| Current contract liabilities | - | 65 | 1.222 | 1.287 | |
| Other current liabilities | 9.889 | (1.222) | 8.667 | ||
| Current Liabilities | 49.072 | 65 | 0 | 0 | 49.137 |
| Total Shareholders' Equity and Liabilities | 154.999 | 27 | 0 | 748 | 155.775 |
___________________________________________________________________________
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document
62
| Tangible assets | 24.856 | 24.856 | |||
|---|---|---|---|---|---|
| Intangible assets | 1.130 | 1.130 | |||
| Advance Payments for Fixed Assets | 0 | 0 | |||
| Investments in subsidiaries | 4.072 | 4.072 | |||
| Investments in associates | 225 | 225 | |||
| Other investments | 24 | 24 | |||
| Deferred tax asset | 3.572 | 27 | (260) | 3.339 | |
| Other non-current assets | 669 | 669 | |||
| 34.549 | 27 | (260) | 34.316 | ||
| Current Assets | |||||
| Inventories | 51.223 | 51.223 | |||
| Trade receivables | 17.674 | 1.008 | 18.682 | ||
| Other receivables | 3.627 | 3.627 | |||
| Cash and cash equivalents | 48.774 | 48.774 | |||
| 121.297 | 1.008 | 122.306 | |||
| Total Assets | 155.846 | 27 | 748 | 156.621 | |
| Shareholders' Equity and Liabilities | |||||
| Share Capital | 7.285 | 7.285 | |||
| Share Premium | 844 | 844 | |||
| Other Reserves | 24.761 | 24.761 | |||
| Retained Earnings | 58.968 | (67) | 748 | 59.649 | |
| Shareholders' Equity | 91.858 | (67) | 748 | 92.539 | |
| Non-current borrowing | 11.273 | 11.273 | |||
| Provision for employee benefits | 1.708 | 1.708 | |||
| Other non-current provisions | 218 | 218 | |||
| Non-current contract liabilities | - | 30 | 30 | ||
| Deferred Income | 2.428 | 2.428 | |||
| Non-current Liabilities | 15.626 | 30 | 15.656 | ||
| Trade payables | 30.110 | 30.110 | |||
| Tax liabilities | 5.234 | 5.234 | |||
| Current borrowing | 1.604 | 1.604 | |||
| Current provisions | 1.565 | 1.565 | |||
| Current contract liabilities | - | 65 | 1.194 | 1.258 | |
| Other current liabilities | 9.849 | (1.194) | 8.655 | ||
| Current Liabilities | 48.362 | 65 | 0 | 48.426 | |
| Total Shareholders' Equity and Liabilities | 155.846 | 27 | 0 | 748 | 156.621 |
___________________________________________________________________________
In the current period (01.01.2018-30.06.2018) the effects in the Statement of Profit or Loss due to the application of IFRS 15 are the following:
| Pronouncement | Mandatorily effective for Adopted by periods beginning on or the EU after |
|
|---|---|---|
| --------------- | --------------------------------------------------------------------------------------- | -- |
| Pronouncement | Mandatorily effective for periods beginning on or after |
Adopted by the EU |
|---|---|---|
| IFRS 16 Leases | 1 January 2019 | Yes |
| IFRS 9 (2014) Financial Instruments (Amendment – Prepayment Features with Negative Compensation and Modifications of Financial Liabilities) |
1 January 2019 | Yes |
| IFRIC Interpretation 23 Uncertainty over Income Tax Treatments | 1 January 2019 | Yes |
| IAS 28 – Investments in Associates and Joint Ventures (Amendment – Long-term Interests in Associates and Joint Ventures) |
1 January 2019 | No |
| Annual Improvements to IFRSs 2015 – 2017 Cycle (IFRS 3 Business Combinations and IFRS 11 Joint Arrangements, IAS 12 Income Taxes, and IAS 23 Borrowing Costs) |
1 January 2019 | No |
| Amendment to IAS 19 Employee Benefits | 1 January 2019 | No |
| Amendments to References to the Conceptual Framework in IFRS Standards (issued on 29 March 2018) |
1 January 2020 | No |
| Amendment to IFRS 3 Business Combinations (issued on 22 October 2018) |
1 January 2020 | No |
| Amendments to IAS 1 and IAS 8: Definition of Material (issued on 31 October 2018) |
1 January 2020 | No |
___________________________________________________________________________
Only IFRS 16 "Leases" is expected to significantly influence the financial statements of the Company and the Group.
IFRS 16 has been issued in January 2016 and supersedes IAS 17. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases. IFRS 16 substantially carries forward the lessor accounting requirements of IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases and to account for those two types of leases differently.
The cumulative effect of adopting IFRS 16, will be recognized as an adjustment to the opening balance of retained earnings at 1 January 2019, with no restatement of comparative information. The Group will apply IFRS 16 initially on 1 January 2019, using the modified retrospective approach. Under this approach the Group will a) recognize a lease liability and will measure that lease liability at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at the date of initial application. The liabilities in nominal terms from the current leases are presented in note 27 and b) recognise a right-of-use asset and measure that right-of-use asset by an amount equal to the lease liability.
Regarding the options and exemptions permitted under IFRS 16, the Group is likely to take the following approach:
The Group plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that it will apply IFRS 16 to all contracts entered into before 1 January 2019 and identified as leases in accordance with IAS 17 and IFRIC 4.
Furthermore, the Group will elect to use the exemptions proposed by the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value.
___________________________________________________________________________
The adoption of IFRS 16, will have the following material effects for the Group:
Upon IFRS 16 adoption, liabilities for its operating leases of commercial properties such as stores and warehouses and they will be reported as right-of-use assets and lease liabilities in the statement of financial position. As a result, a significant increase in total assets and liabilities is anticipated on first-time adoption due to the capitalization of right-ofuse assets and the recognition of lease liabilities.
The nature of expenses related to those leases will also change since IFRS 16 replaces the operating lease expense with a depreciation charge for the right-of-use assets and interest expense on lease liabilities. This will give rise to a significant improvement in "Earnings before financial and investing activities, depreciation, amortization and impairment" (EBITDA).
In the statement of cash flows, the principal portion of the lease payments from existing operating leases will reduce net cash flows from financing activities and will no longer affect net cash flows from operating activities. Only the interest portion of lease payments will remain in net cash flows from operating activities, the total of which will rise.
The actual impact of applying IFRS 16 will depend on Group's incremental borrowing rate at January 1, 2019, the identification of lease contracts included in scope of the new standard at that date and the Group's latest assessment of the lease term, particularly in respect of exercising any lease extension or termination options. Based on the above, the Group has performed an analysis of the IFRS 16 expected impact as of January 1, 2019 as well as the estimated impact on the 2019 consolidated and separate income statement. In summary, based on management's current assessment, the impact of the IFRS 16 adoption is expected to be, as follows:
Estimated impact on the consolidated statement of financial position as at January 1, 2019:
Increase in total assets due to capitalization of right-of-use assets and recognition of lease liabilities amounting to a range of 37 ml. Euros to 40 ml. Euros for the Group and a range of 34 ml. Euros to 37 ml. Euros for the Company.
The new standard for leases has no significant impact for the Group as a lessor. The Group does not expect the adoption of IFRS 16 to impact its ability to comply with Group's loan covenants.
IFRIC 23 clarifies how to recognise and measure current and deferred income tax assets and liabilities when there is uncertainty over income tax treatments. When there is uncertainty over income tax treatments, an entity is required to use judgement to determine whether each tax treatment should be considered independently or whether some tax treatments should be considered together. If the entity concludes that it is not probable that a particular tax treatment is accepted, the entity has to use the most likely amount or the expected value of the tax treatment in its calculations.
The Company and the Group do not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the group.
___________________________________________________________________________
Subsidiaries are all entities over which the Group has the power to govern, directly or indirectly, the financial and operating policies.
___________________________________________________________________________
Subsidiaries are fully consolidated (full consolidation) from the date on which control is transferred to the Group and they are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Group' share of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement.
When the Group increases its shareholding in a subsidiary, the difference between the price paid and the book value of the net assets of that subsidiary is recorded directly in equity.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group. The Company accounts for its investment in subsidiaries, in its stand-alone accounts, on the cost less impairment basis.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted by using the equity method of accounting and are initially recognized at cost. The Group's investment in associates includes goodwill identified on acquisition, (net of any accumulated impairment loss).
The Group's share of its associates' post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognize further losses, unless it has incurred obligations or has made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of associates have been changed to ensure consistency with the policies adopted by the Group. Investments in associates are accounted for in the Company financial statements at the cost less impairment basis.
The operational segments are regularly considered by the Management and they appeared in the financial statements in the same basis as they are used for internal purposes of the Group. The operational segments are defined as a group of assets and operations engaged in providing products and services that are subject to risks and returns that are different
from those of other business segments. The results of operational segments are regularly evaluated by the decision makers in order to make decisions relative to distribution of resources to the segment and assessing its performance.
___________________________________________________________________________
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the operating currency").
The consolidated financial statements are presented in Euros, which is the Company's operating and presentation currency.
Foreign currency transactions are translated into the operating currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
i. Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet ii. Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions) and
iii. All resulting exchange differences are recognised as a separate component of equity and transferred in Income Statement with the sale of those entities.
Exchange differences arising from the translation of the net investment in foreign entities are recognised in equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
All property, plant and equipment ("PPE") is shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group higher than the initially expected according to the initial return of the financial asset and under the assumption that the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Costs required for development and improvement of the computer software programmes are capitalised.
Land is not depreciated. Depreciation on PPE is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life, in order to write down the cost in its residual value. The expected useful life of property, plant and equipment is as follows:
| - Buildings: | 30 - 50 years |
|---|---|
| - Vehicles & mach. equipment: | 5 – 10 years |
| - Other equipment: | 3 – 6 years |
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The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. When the carrying amount of the asset is higher than its recoverable amount, the resulting difference (impairment loss) is recognized immediately as an expense in the income statement.
In case of sale of property, plant and equipment, the difference between the sale proceeds and the carrying amount is recognized as profit or loss in the income statement.
Software licences are evaluated at cost minus depreciation and any impairment cost. The software depreciation is calculated using the straight-line method and within a period of 3 - 5 years.
Expenses that are required for the development and repair of software are recognized as expenses when they are realized. Expenses for the development of specific software, controlled by the Group are recognized as intangible assets, when:
a. there is the technical possibility to complete the software so that it is available for use or sale,
b. there is the intention to complete and sell or use the item,
c. there is the possibility to sell or use the item,
d. the asset is going to produce future benefits. There has to be evidence that there is a market for the item or its production or if it is going to be used internally to prove the usefulness of the item in other segments of the entity,
e. it is certain that adequate technical, financial and other resources will be available to ensure the completion and sale or use of the item,
f. there is the possibility to measure reliably the expenses directly attributed.
Expenses that are capitalized comprise of the cost of material and services used or are consumed as well as the cost of the benefits to the employees that comes about directly from the production of the item.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or whenever events or changes indicate that the carrying amount may not be recoverable.
Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value, less costs to sell and value in use. Impairment losses are recognised as an expense to the Comprehensive Income Statement, when they occur.
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, available-for-sale, investment in subsidiaries, derivative financial instruments and hedging activities. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.
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This category has three sub-categories: financial assets held for trading, those designated at fair value through profit or loss at inception and derivatives. Assets in this category are classified as current if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. Also, the derivative financial instruments are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the above categories. They are included in non-current assets, unless management intends the disposal of investment within 12 months of the balance sheet date.
Purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses from changes in the fair value of the "financial assets at fair value through profit or loss" category are recognised in the income statement in the period in which they arise.
Unrealized gains or losses from changes in fair value of financial assets that are classified as available for sale are recognized in revaluation reserves. In the cases of sales or impairment of the financial assets held for trading purposes, the accumulated adjustments in the fair value are transferred to the statement of profit or loss. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis refined to reflect the issuer's specific circumstances.
The Group assesses at each balance sheet date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.
The Group designates certain derivatives as cash flow hedges. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in Group's results (income statement).
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Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (when the forecast sale that is hedged takes place).
Certain derivative instruments not qualified as hedging instruments and no longer meet the criteria for hedge accounting, are classified as derivatives available for sale and accounted for at fair value through profit or loss. Changes in the fair value of any of these derivative instruments are recognized immediately in the income statement within 'Other operating income / (expenses) - net'.
The Group designates certain derivative financial instruments as:
1) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge), or
2) derivatives at fair value through the income statement.
Changes in the fair value of derivatives that are not attributable to hedging are recognized immediately in the income statement within 'Other operating income / (expenses) – net'.
Inventories are stated at the lower of cost and net realisable value. Differences between cost and net realisable value are recognised as losses in the income statement when they arise.
Cost is determined using the weighted average method. It excludes financial costs. Net realisable value is the estimated selling price in the ordinary course of business, less any applicable selling expenses. Certain provisions are formed for devaluated, not usable and with a very low turnover inventories. The decrease in the cost of inventories to the net realizable value and all other damage to the inventories are posted in the P&L of the period in which they appear.
Trade receivables are recognized initially at fair value (invoice value) and are then valuated in their un-depreciated cost, using the real interest rate, deducting any impairment losses. The impairment losses are recognized when there is objective evidence that it is not going to collect the amount owed to it, based on the selling terms. Significant financial difficulties, probability that the debtor will enter bankruptcy or financial reorganization and the delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognized as expense in the income statement within 'Other operating income / (expenses) – net'. The amount of the impairment loss is posted as expense in the "Other Expenses" of the P&L. When a trade receivable is characterized as "not-to-be-collected" it is written off, using the account for provisions. In case a receivable which was written off is collected, the other expenses are credited in "the Other Expenses" of the P&L.
Cash and cash equivalents include cash on hand, short-term bank deposits and other short-term highly liquid investments with maturity dates of three (3) months or less and insignificant risk.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown after the reduction of the relative income tax in reduction to the product of issue. Incremental costs directly attributable to the issue of new shares for the acquisition of other entities are included in the cost of acquisition of the new company.
___________________________________________________________________________
The acquisition cost of own shares is presented as decreasing in equity until the own shares are sold or cancelled. Any profit or loss from the sale of own shares, net of direct to the transaction other expenses and taxes is presented as a reserve in Εquity.
The trade and other payables are recognized initially in their fair value and after that in their undepreciated value based on the method of effective interest rate.
Banking loans are recognized initially at fair value, decreased by any transaction costs incurred. Subsequently, they are stated at amortized cost. Any difference between the proceeds and the redemption value is recognized in the profit and loss statement over the borrowing period using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
The income tax of the subsidiaries and associates of the Group is calculated based on the relevant laws that apply at the date of the Balance Sheet in the countries where they act and where the taxable income occurs. The management periodically checks the calculations of the tax and in cases where the relevant tax law can be interpreted in different ways; it forms a relevant provision for the surplus amount that is expected to be paid to the local tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business merger that at the time of the transaction affects neither the period's income tax includes the current tax, the deferred tax and the provisions for unaudited tax periods. Income tax is recognized in the income statement of the period, except for the tax relating to transactions that have been booked directly to equity, in which case it is, accordingly, booked to equity accounting nor taxable profit or loss. Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Current employee benefits, monetary and in items, are recognized as an expense when they accrue.
According to the Greek Laws 2112/20 and 4093/2012, the Company pays the employees compensations for dismissals or resignations due to pensions. The aforementioned payments depend on the years of working experience, the remunerations, and the way of leaving the company (dismissal or resignation). The compensations for pensions and dismissals fall under the defined benefit plans according to the IFRS 19 «Employee benefits». Τhe above obligations are calculated based on an actuarial projected unit credit method. A program of specific benefits that operates taking into consideration various factors such as age, years of experience, remuneration and other specific obligations.
___________________________________________________________________________
The provisions that concern the fiscal year, are included in the relative personnel cost in the attached consolidated financial statements and consist of the current and previous personnel cost, the relative financial cost, the actuarial profits or losses and any other possible charges. According to the non-recognized actuarial profits or losses, the amended IAS 19 is applied, which includes a series of amendments regarding the accounting of defined benefit plans among others:
State subsidies are recognized at their fair value when there is the certainty that the subsidy is going to be collected and the Group will comply with all the terms.
State Grants that refer to expenses, are deferred and are recognized in the results so that they are matched by the expense they are going to subsidize.
State subsidies that refer to the purchase of fixed assets are included in the long term liabilities as deferred state subsidies and are transferred as income to the Statement of Comprehensive Income throughout the duration of the expected lifetime of the relevant assets.
Provisions are recognized when:
i. There is present legal or constructive obligation as a result of past events
ii. It is probable that an outflow of resources will be required to settle the obligation
iii. The amount can be reliably estimated
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the increases specific to the liability.
Revenue includes the fair value of the sales of goods and services, net of VAT, deductions and returns. The intercompany revenue of the Group is fully eliminated.
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The Group recognizes the income when the amount can be measured reliably, when the Group expects future inflows and when the criteria that are mentioned below, for each separate category, are met. The amount of the sale is not considered to be measured reliably if any contingent obligations are related to the income. The Group bases its estimations on historical data, taking into consideration the category of the customer, the type of transaction and the specific terms of the contract.
Revenue is recognized as follows:
Revenue from sale of goods is recognized when the Group delivers the Goods to the customers, the goods are accepted by them and the collection of the receivable is assured.
Income from services is recognized in the accounting period in which the services are rendered, based on the stage of completion of the services provided in relation to the total services to be provided.
Interest income is recognized in the income statement on a time proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues accreting the discount as interest income. Afterwards, interests are calculated by using the same rate on the impaired value (new carrying amount).
Income from dividends is recognized when the right to receive payment is established.
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Leases of property, plant and equipment which the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease's inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset's useful life and the lease term if classified as tangible assets. The impact of IFRS 16 "Leases" is shown in note 2.2.
Dividend distribution to the Company's shareholders is recognized as a liability in the Group's financial statements when the dividend distribution is approved by the Company's General Assembly.
The Group is exposed to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
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The main risks are:
The foreign exchange risk is the risk of volatility of the value of financial assets, of assets and liabilities due to changes in the exchange rates. The majority of the Group's transactions and balances are in Euro. However, given the fact that the Group transacts in an international level and as a result is exposed to foreign exchange risk resulting, mainly, be the U.S. dollar. The Group holds deposits in foreign currency (note 14). Furthermore, there are no loan liabilities in a currency other than the Euro. The Group in certain cases, outweighs the foreign exchange risk, by awarding derivative contracts, but does not use with hedge accounting.
The Management of the Group observes at all times the trends in the foreign exchange market and the potential risks that may arise from its fluctuations and evaluates the need for relevant measures. The activity of the Group in Bulgaria is not considered to enhance currency risk, as the exchange rate of the Bulgarian currency to the Euro is fixed.
The group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift.
The policy of the Company regarding the capital structure is to keep loans at a low level, assuring at the same time that there is a financing capability from the banks that Plaisio cooperates with, to satisfy without problems the planned development of the Group.
The long-term bond loans of the Company and the Group, on December 31st 2018, were 8.940 th. Euro (11.273 th. Euro on 31.12.2017), the short-term bond loans were 2.333 th. Euro (1.604 th. Euro on 31.12.2017). From the total bond loans (11.273 th. Euro), the 5.873 th. Euro refers to two common bond loans from NBG, while the remaining amount refers to a common bond loan with floating interest rate from Eurobank SA.
The short-term bank loans were null in 31.12.2018 and on 31.12.2017. The aim of the issuance of the two new bond loans of total amount of 12.000 th. Euro in 2017, was the refinancing of the short-term bank loans of the Group with loans with longer payment terms. As a consequence, the total debt of the Group were decreased to 11.273 th. Euro from 12.877 th. Euro on 31.12.2017 (approximately -12,5%).
The following table presents the sensitivity of the results of the period as well as the net equity to a change of the interest rate of +1% or -1%. Due to the lower debt exposure, the sensitivity of the results appeared more limited.
The relevant influence is presented as follows:
A) Interest Rate increase by 1%:
The results of the period as well as the net equity of the Group and of the Company, in that case, would decrease by 110
th. Euro and 120 th. Euro on 31.12.2018 and 31.12.2017 respectively.
The results of the period as well as the net equity of the Group and of the Company, in that case, would increase by 110 th. Euro and 120 th. Euro on 31.12.2018 and 31.12.2017 respectively.
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The level of the interest rates is positively influenced by the capital structure of the Group and the stable timeless repayments of any kind of financial liabilities and the co-operation relationships the Group retains with the banks. As a consequence, it is noted the wide liquidity of the Group and the fact that the cash and cash equivalents exceed the Group's total short-term and long-term borrowings in the last years.
Sales' seasonality demands rational working capital management and smooth inventory inflows in order to avoid any shortage. The Group's sales are characterized by seasonality as 55% of the total sales are realized in the second half of the year. In the second semester of the year, the sales from the beginning of the school and academic year, the sales from Black Friday and the sales from the Christmas period are realized. Despite the seasonality, the Management estimates the referred risk as limited due to the wide liquidity and the ability to act immediately in cases of necessity of increased inventory and due to the retention of sufficient inventory for the needs of the Group.
The Company operates in an intensively competitive industry, as there are many retailers which operate in the consumer electronics sector. However, due to the multi-product approach of the Group, it is not an easy exercise to identify an identical business model in the market. In any case, the Group achieves over time one of the best performance margins, and consistently appears profitability, facts that prove the success in the referred Market. However, the competition may change in the future with the entrance of new competitors in the market or with the amendments of the strategy of the already existed competitors. Also, in periods when the consuming spend is stable or decreasing, the competition can lead to redistribution of the market shares. The intensity of competition may negatively affect the turnover and the profitability of the Group.
Credit risk is managed on Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and credit exposures to customers, including outstanding receivables and committed transactions.
Sales are made mainly to customers with an assessed credit history and credit limits. Also, certain sales and collection terms are applied. Whenever possible, further securities are requested for outstanding receivables.
The Management, on the one hand because of the large dispersion of the Group's customers, and on the other hand because of the significant provision it has formed for doubtful receivables, given that its environment is one of increased credit risk, evaluates the risk as controlled. Retail sales are paid in cash or via credit cards. For wholesales the Group has the necessary policies in order to give credit, by examining the creditworthiness of the customers in every single case separately. Furthermore, it is a policy of the Group that the largest amount of its receivables is insured. The concentration of credit risk relative to customers is presented in Note 12.
The tables that follow analyze the financial liabilities of the Company and the Group, grouped to certain dates they expire, which are calculated according to their remaining time from the date of the financial results to their conventional expiring date.
The amounts depicted in the tables, are not discounted. The within 12 months expiring amounts, are depicted in their fair value, since the effect of discounting is not considered to be significant.
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| THE GROUP 31.12.2018 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
|---|---|---|---|---|
| Suppliers & Other Short term | ||||
| Liabilities | 41.403 | 0 | 0 | 0 |
| Loans & Interest | 2.712 | 2.349 | 7.324 | 0 |
| Total | 44.115 | 2.349 | 7.324 | 0 |
| THE CROUP 31.12.2017 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
| Suppliers & Other Short term | ||||
| Liabilities | 45.903 | 0 | 0 | 0 |
| Loans & Interest | 2.056 | 2.704 | 7.399 | 2.274 |
| Total | 47.958 | 2.704 | 7.399 | 2.274 |
| THE COMPANY 31.12.2018 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
| Suppliers & Other Short term | ||||
| Liabilities | 40.517 | 0 | 0 | 0 |
| Loans & Interest | 2.712 | 2.349 | 7.324 | 0 |
| Total | 43.229 | 2.349 | 7.324 | 0 |
| THE COMPANY 31.12.2017 | up to 12 months | from 1 up to 2 years | from 2 up to 5 years | from 5 years on |
| Suppliers & Other Short term | ||||
| Liabilities | 45.193 | 0 | 0 | 0 |
| Loans & Interest | 2.056 | 2.704 | 7.399 | 2.274 |
| Total | 47.248 | 2.704 | 7.399 | 2.274 |
The Group considers that the total liabilities to suppliers are short-term, while in the same category includes other shortterm liabilities, as well as the tax liabilities. In consolidated terms, it is observed a significant decrease in trade payables, while the long-term loans and the respective interests which extend to more than 5 years is null.
Taking into account all the above and the security of the repayment of the aforementioned liabilities through the broad liquidity of the Group, and the positive cash flows, the examined risk is absolutely controlled.
The Group's and Company's objective when managing capital is to safeguard the ability to continue as a going concern and in parallel to maximize the yield for the shareholders and the utility for other stakeholders through the optimization of the capital structure (debt and equity).
In the following two tables information for the net borrowing of the Group and the Company is given.
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| THE GROUP | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Total Loans | 11.273 | 12.877 |
| Minus: Cash & cash equivalents | (40.842) | (49.862) |
| Net Borrowing | (20.569) | (36.985) |
| THE COMPANY | 31.12.2018 | 31.12.2017 |
| Total Loans | 11.273 | 12.877 |
| Minus: Cash & cash equivalents | (40.124) | (48.774) |
| Net Borrowing | (28.851) | (35.897) |
From all the above, cash and cash equivalents are multiple times more than the total loans, eliminating the need for targeted policy regarding the management of the examined risk.
Estimates and judgments of the Management are continuously evaluated and are based on historical experience and other factors, including expectations of future events believed to be reasonable under the circumstances.
For the Annual Financial Statements of December 31st 2018 the basic accounting principles and assumptions of the Balance Sheet of December 31st 2017 apply.
(figures in th. Euro)
The Management of the Group recognizes three main segments of its operation (the product categories): a) Office products, b) PCs & Digital Technology products and c) Telecommunications products, as its main operation segments. The before mentioned operation segments are those used by the management team for observation of sector evolutions and the strategic decisions are thus made, taking into consideration the results, efficiency and productivity of each one. There are two more segments of a less importance and are included in the category "other". The main source of revenue for these two segments is the provision of service for the PCs and the provision of transportation services.
The segment results for the year ending 31 December 2018 were as follows:
| Segment Reporting | |||||
|---|---|---|---|---|---|
| 01.01.2018 - 31.12.2018 | Office Products | PCs & Digital Technology |
Telecommunications | Other | Total |
| Total Gross Sales per segment | 101.264 | 147.656 | 62.894 | 1.541 | 313.356 |
| Inter company Sales | (1.280) | (2.323) | (894) | 0 | (4.497) |
| Net Sales | 99.984 | 145.333 | 62.000 | 1.541 | 308.858 |
| EBITDA | 4.146 | 3.360 | 1.728 | 224 | 9.458 |
|---|---|---|---|---|---|
| % EBITDA / Net Sales | 4,15% | 2,31% | 2,79% | 14,51% | 3,06% |
| Operating profit / (loss) EBIT | 3.205 | 2.598 | 1.336 | 173 | 7.311 |
| Finance cost | (1.211) | ||||
| Income tax expense | (2.245) | ||||
| Earnings After Taxes | 3.856 |
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The segment results for the year ending on 31st December 2017 were as follows:
| Segment Reporting | ||||||
|---|---|---|---|---|---|---|
| 01.01.2017 - 31.12.2017 | Office Products | PCs & Digital Technology |
Telecommunications | Other | Total | |
| Total Gross Sales per segment | 95.691 | 141.596 | 52.579 | 1.539 | 291.405 | |
| Inter company Sales | (996) | (3.294) | (1.018) | 0 | (5.308) | |
| Net Sales | 94.695 | 138.303 | 51.561 | 1.539 | 286.098 | |
| EBITDA | 4.670 | 4.025 | 1.762 | 261 | 10.719 | |
| % EBITDA / Net Sales | 4,93% | 2,91% | 3,42% | 16,97% | 3,75% | |
| Operating Profit / (Loss) EBIT | 3.788 | 3.264 | 1.429 | 212 | 8.693 | |
| Finance cost | (1.404) | |||||
| Income tax expense | (2.388) | |||||
| Earnings After Taxes | 4.900 |
| CHANGES | Office Products | PCs & Digital Technology |
Telecommunications | Other | Total |
|---|---|---|---|---|---|
| Net Sales | 5,6% | 5,1% | 20,2% | 0,2% | 8,0% |
| EBITDA | -11,2% | -16,5% | -1,9% | -14,4% | -11,8% |
| % ΕΒΙΤDA / Net Sales | -0,8 | -0,6 | -0,6 | -2,5 | -0,7 |
| Operating Profit / (Loss) (EBIT) | -15,4% | -20,4% | -6,5% | -18,4% | -15,9% |
| Finance Cost | -13,8% | ||||
| Income Tax Expense | -6,0% | ||||
| Earnings / (Loss) After Taxes | -21,3% |
The total turnover of the Group in 2018 came up to 308.858 th. Euro, having increased by 8,0%, compared to 2017. The increasing trend in sales appeared in both the first and the second semester of the year. The sales of personal computers and digital equipment increased by 5,1 % compared to 2017 figures (145.333 th. Euro and 138.303 th. Euro, respectively). The sales of the office products increased (+5,6%) to almost 100 million. However, Telephony sector was the one, which made the difference in total sales increase. Telephony sales showed a 20% increase amounting to 62 million Euro, compared to the 52 million Euro in 2017. The above changes in the turnover of every sector brought changes in the participation of each sector to the total turnover of the Group. More specifically, the Telephony sector contributed by 20,1% to total sales in 2018, compared to 18,0% in 2017. Consequently, the Office Equipment sector decreased as it contributed by 32,4% in the consolidated sales, compared to 33,1% in 2017 and the Computer & Digital Equipment Sector contributed 47,1% compared to 48,3% a year ago. Finally, the sales from services remained almost stable and came up to 1.541 th. Euro.
Regarding the performance indeces (EBITDA to Sales), a proportionate decrease to all three operating categories was observed. Over time, the most efficient sector is that of Office Products (4,15% in 2018), while the other two main categories appeared a significantly lower performance. Finally, in Group terms, this ratio decreased by 68 b.p. to 3,06%.
80
The distribution of consolidated assets and liabilities for 31.12.2018 and 31.12.2017 per segment is analyzed as follows:
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| PCs & Digital | ||||
|---|---|---|---|---|
| 31.12.2018 | Office Products | Technology | Telecommunications | Total |
| Assets of the Sector | 22.792 | 33.481 | 14.133 | 70.406 |
| Non distributed Assets | - | - | - | 83.242 |
| Consolidated Assets | 153.648 | |||
| PCs & Digital | ||||
| 31.12.2018 | Office Products | Technology | Telecommunications | Total |
| Liabilities of the Sector | 8.150 | 11.972 | 5.054 | 25.177 |
| Non distributed Liabilities | - | - | - | 128.471 |
| Consolidated Liabilities | 153.648 | |||
| Office Products | PCs & Digital | Telecommunications | ||
| 31.12.2017 | Technology | Total | ||
| Assets of the Sector | 23.120 | 34.142 | 12.589 | 69.851 |
| Non distributed Assets | - | - | - | 85.148 |
| Consolidated Assets | 154.999 | |||
| Office Products | PCs & Digital | Telecommunications | ||
| 31.12.2017 | Technology | Total | ||
| Liabilities of the Sector | 10.115 | 14.937 | 5.507 | 30.559 |
| Non distributed Liabilities | - | - | - | 124.440 |
| Consolidated Liabilities | 154.999 |
The home-country of the Company – which is also the main operating country –, is Greece. The Group's turnover is produced mainly in Greece by 97% (before deletions), while the Group has, also, activities in Bulgaria. In 2018, the subsidiary achieved an increase in sales of more than 3%.
| Sales | Total Assets | |
|---|---|---|
| 01.01.2018 - 31.12.2018 | 31.12.2018 | |
| Greece | 302.741 | 154.205 |
| Bulgaria | 10.615 | 3.038 |
| Consolidated Sales / Assets (after the necessary omissions) | 308.858 | 153.648 |
| Sales | Total Assets | |
|---|---|---|
| 01.01.2017 - 31.12.2017 | 31.12.2017 | |
| Greece | 281.146 | 155.846 |
| Bulgaria | 10.260 | 3.143 |
| Consolidated Sales / Assets (after the necessary omissions) | 286.098 | 154.999 |
Sales refer to the country where the customers are located. Assets refer to their geographical location.
The tangible and intangible assets of the Group and the Company are analyzed as follows:
| Tangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Total |
|---|---|---|---|---|
| Acquisition Value | ||||
| Book Value on January 1st 2018 | 45.197 | 13.051 | 431 | 58.679 |
| Additions | 979 | 591 | 5.257 | 6.827 |
| Disposals | 0 | (775) | 0 | (775) |
| Transfers | 2.773 | 508 | (3.280) | 0 |
| Book value on December 31st 2018 | 48.949 | 13.375 | 2.408 | 64.731 |
| Depreciation | ||||
| Book Value on January 1st 2018 | (21.567) | (12.172) | 0 | (33.739) |
| Additions | (1.372) | (696) | 0 | (2.068) |
| Disposals | 0 | 775 | 0 | 775 |
| Transfers | 0 | 0 | 0 | 0 |
| Book value on December 31st 2018 | (22.938) | (12.094) | 0 | (35.032) |
| Net Book value on December 31st 2018 | 26.010 | 1.281 | 2.408 | 29.699 |
| Net Book value on December 31st 2017 | 23.631 | 879 | 431 | 24.940 |
___________________________________________________________________________
| Acquisition Value Book Value on January 1st 2017 45.154 13.936 0 Additions 43 411 431 Disposals 0 (1.297) 0 Transfers 0 0 0 Book value on December 31st 2017 45.197 13.051 431 |
Tangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Total |
|---|---|---|---|---|---|
| 59.090 | |||||
| 885 | |||||
| (1.297) | |||||
| 0 | |||||
| 58.679 |
| Depreciation | ||||
|---|---|---|---|---|
| Book Value on January 1st 2017 | (20.106) | (12.966) | 0 | (33.072) |
| Additions | (1.461) | (503) | 0 | (1.964) |
| Disposals | 0 | 1.297 | 0 | 1.297 |
| Transfers | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | (21.567) | (12.172) | 0 | (33.739) |
| Net Book value on December 31st 2017 | 23.631 | 879 | 431 | 24.940 |
| Net Book value on December 31st 2016 | 25.048 | 970 | 0 | 26.019 |
| Tangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Total |
|---|---|---|---|---|
| Acquisition Value | ||||
| Book Value on January 1st 2018 | 45.197 | 12.733 | 431 | 58.361 |
| Additions | 979 | 583 | 5.257 | 6.819 |
| Disposals | 0 | (762) | 0 | (762) |
| Transfers | 2.773 | 508 | (3.280) | 0 |
| Book value on December 31st 2018 | 48.949 | 13.062 | 2.408 | 64.418 |
| Depreciation | ||||
| Book Value on January 1st 2018 | (21.567) | (11.939) | 0 | (33.506) |
| Additions | (1.372) | (671) | 0 | (2.043) |
| Disposals | 0 | 762 | 0 | 762 |
| Transfers | 0 | 0 | 0 | 0 |
| Book value on December 31st 2018 | (22.938) | (11.848) | 0 | (34.787) |
| Net Book value on December 31st 2018 | 26.010 | 1.213 | 2.408 | 29.631 |
| Net Book value on December 31st 2017 | 23.631 | 794 | 431 | 24.856 |
___________________________________________________________________________
| Tangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Total |
|---|---|---|---|---|
| Acquisition Value | ||||
| Book Value on January 1st 2017 | 45.154 | 13.656 | 0 | 58.810 |
| Additions | 43 | 347 | 431 | 821 |
| Disposals | 0 | (1.271) | 0 | (1.271) |
| Transfers | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | 45.197 | 12.733 | 431 | 58.361 |
| Depreciation | ||||
|---|---|---|---|---|
| Book Value on January 1st 2017 | (20.106) | (12.732) | 0 | (32.838) |
| Additions | (1.461) | (478) | 0 | (1.938) |
| Disposals | 0 | 1.271 | 0 | 1.271 |
| Transfers | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | (21.567) | (11.939) | 0 | (33.506) |
| Net Book value on December 31st 2017 | 23.631 | 794 | 431 | 24.856 |
| Net Book value on December 31st 2016 | 25.048 | 925 | 0 | 25.973 |
82
There are no mortgages or collateral on the tangible fixed assets of the Group and the Company. Intangible assets include mainly software and licenses for software (SAP R3, BW, CRM etc.).
___________________________________________________________________________
The total acquisition of fixed assets of the Group and the Company for 2018 amounted to 6.827 th. € and 6.819 th. €, respectively. The total acquisition of fixed assets of the Group and the Company for 2017 amounted to 885th. € and 821 th. €, respectively. The disposals appeared above for the current period concern fully depreciated fixed assets.
The acquisition of fixed assets appeared an increase, mainly, due to the operation of the two new stores in July 2018. The investment in the store of Ag. Paraskevi came up to 2,7 m. € and in the store in Chania to 1,4 m. €. In the interim financial statements of 2018, part of the aforementioned amounts were under "Under construction" fixed assets. The rest of the "Under Construction" assets (2.408 th. €) is attributed to under construction warehouse which does not operate as at the date of the financial reports. Also, on 31.12.2018 the Group and the Company had prepaid for tangible fix assets the amount of 225 th. €.
(Figures in thousand €)
| Intangible Assets | Under Construction Assets |
Intangible Assets | Total |
|---|---|---|---|
| Acquisition Value | |||
| Book Value on January 1st 2018 | 942 | 5.423 | 6.364 |
| Additions | 458 | 43 | 500 |
| Disposals | 0 | (37) | (37) |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2018 | 1.399 | 5.428 | 6.828 |
| Depreciation | |||
| Book Value on January 1st 2018 | 0 | (5.213) | (5.213) |
| Additions | 0 | (182) | (182) |
| Disposals | 0 | 37 | 37 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2018 | 0 | (5.358) | (5.358) |
| Net Book value on December 31st 2018 | 1.399 | 71 | 1.470 |
| Net Book value on December 31st 2017 | 942 | 210 | 1.151 |
| THE GROUP | |||
| Intangible Assets | Under Construction Assets |
Intangible Assets | Total |
| Acquisition Value | |||
| Book Value on January 1st 2017 | 325 | 5.421 | 5.746 |
| Additions | 617 | 2 | 619 |
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2017 | 942 | 5.423 | 6.364 |
| Depreciation |
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document 83
Book Value on January 1st 2017 0 (5.021) (5.021)
| Additions | 0 | (192) | (192) |
|---|---|---|---|
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2017 | 0 | (5.213) | (5.213) |
| Net Book value on December 31st 2017 | 942 | 210 | 1.151 |
| Net Book value on December 31st 2016 | 325 | 400 | 724 |
___________________________________________________________________________
| Intangible Assets | Under Construction Assets |
Intangible Assets | Total |
|---|---|---|---|
| Acquisition Value | |||
| Book Value on January 1st 2018 | 942 | 5.352 | 6.294 |
| Additions | 458 | 43 | 500 |
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2018 | 1.399 | 5.395 | 6.794 |
| Depreciation | |||
| Book Value on January 1st 2018 | 0 | (5.163) | (5.163) |
| Additions | 0 | (172) | (172) |
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2018 | 0 | (5.335) | (5.335) |
| Net Book value on December 31st 2018 | 1.399 | 60 | 1.459 |
| Net Book value on December 31st 2017 | 942 | 189 | 1.130 |
| THE COMPANY | |||
| Intangible Assets | Under Construction Assets | Intangible Assets | Total |
| Acquisition Value | |||
| Book Value on January 1st 2017 | 325 | 5.350 | 5.675 |
| Additions | 617 | 2 | 619 |
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2017 | 942 | 5.352 | 6.294 |
| Depreciation | |||
| Book Value on January 1st 2017 | 0 | (4.982) | (4.982) |
| Additions | 0 | (182) | (182) |
| Disposals | 0 | 0 | 0 |
| Transfers | 0 | 0 | 0 |
| Book value on December 31st 2017 | 0 | (5.163) | (5.163) |
| Net Book value on December 31st 2017 | 942 | 189 | 1.130 |
| Net Book value on December 31st 2016 | 325 | 369 | 693 |
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document
84
85
Intangible assets include mainly software and licenses for software (SAP R3, BW, CRM, etc.). The total acquisition of intangible assets were 500 th. € in 2018 and 619 th. € in 2017. The balance of the "Under Construction" (942 th. €) is attributed to the web marketing platform for the e-commerce and the digital marketing. This platform has not begun to operate as at the balance date.
___________________________________________________________________________
The companies that are included in the annual financial statements are the following:
| Company | Activity | Country | % Percentage | Connection | Consolidation Method | |
|---|---|---|---|---|---|---|
| Trade of PCs and Office | - | |||||
| Plaisio Computers S.A. | Products | Greece | Parent | Parent | ||
| Trade of PCs and Office | 100% | Direct | Total Consolidation | |||
| Plaisio Computers JSC | Products | Bulgaria | ||||
| Development and | ||||||
| Plaisio Estate S.A. | Management of Real | Greece | 20% | Direct | Net Equity | |
| Estate | ||||||
| Development and | ||||||
| Plaisio Estate JSC | Management of Real | Bulgaria | 20% | Direct | Net Equity | |
| Estate |
Participation in subsidiaries is the participation of the parent company Plaisio Computers S.A. in the share capital of the fully consolidated Plaisio Computers JSC. The percentage of participation of the parent company is 100% and no minority rights arise.
In the Company's financial statements the participation in subsidiaries is displayed in cost. In the consolidated financial statements participation in subsidiary Plaisio Computers JSC is omitted. The value of participation in subsidiaries on December 31st 2018 and December 31st 2017 was:
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Plaisio Computers JSC | 4.072 | 4.072 |
The participation in affiliated companies on December 31st 2018 and December 31st 2017 is analyzed as follows:
| PARTICIPATION IN AFFILIATED COMPANIES | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Plaisio Estate S.A. | 901 | 916 | 13 | 13 |
| Plaisio Estate JSC | 242 | 241 | 212 | 212 |
| Total participation in affiliated companies | 1.142 | 1.157 | 225 | 225 |
The participation in affiliated companies is presented at acquisition cost in the Company's financial statements.
The company with the name Plaisio Estate S.A., to which the company participates by 20%, given its decision of June 29th 2018, of the Annual Shareholders Meeting, decided to pay dividend for the corporate year 2017 and the respective share for the Company was 19 th. Euro. The dividend paid on 13.07.2018. Plaisio Estate JSC, also paid dividend of 9 th. Euro to the Company, for the financial year of 2017, on 24.07.2018, as a result of the decision taken on the annual General Assembly of 21.05.2018.
The changes in participations that are consolidated via net equity are analyzed as follows:
___________________________________________________________________________
| 2018 | 2017 | |
|---|---|---|
| 1st January | 1.157 | 1.167 |
| Capital Increase / (Decrease) | 0 | 0 |
| Percentage of results from participations accounted with the method of Net Equity | 13 | 38 |
| Dividend from participations accounted with the method of Net Equity | (27) | (47) |
| 31st December | 1.142 | 1.157 |
Other investments consist of portfolio investments in companies not listed in organized stock markets. According to IAS 32 and 39, these investments are displayed in the financial statements at their acquisition cost less any provision for devaluation.
Other long-term investments on December 31st 2018 and December 31st 2017 are analyzed as follows:
| OTHER INVESTMENTS | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| High-tech Park Acropolis Athens S.A. | 454 | 454 | 454 | 454 |
| High-tech Park Technopolis Thessalonica S.A. | 30 | 30 | 30 | 30 |
| Interaction Connect S.A. | 14 | 14 | 14 | 14 |
| Pancretan Cooperative Bank | 10 | 10 | 10 | 10 |
| Bank of Chania | 10 | 0 | 10 | 0 |
| 519 | 509 | 519 | 509 | |
| Impairement High-tech Park Acropolis Athens S.A. | (484) | (484) | (484) | (484) |
| Total other long-term investments | 34 | 24 | 34 | 24 |
The participation of the Company in the above companies on December 31st 2018 was:
| Percentage of Participation |
Country of Incorporation |
|
|---|---|---|
| High-tech Park Acropolis Athens S.A. | 3,46% | Greece |
| High-tech Park Technopolis Thessalonica S.A. | 2,18% | Greece |
| Interaction Connect S.A. | 14,30% | Luxembourg |
| Pancretan Cooperative Bank | 0,02% | Greece |
| Bank of Chania | 0,02% | Greece |
Other non-current assets include, mainly, long-term guarantees and receivables that are going to be collected after the end of the following period. In particular, other non-current assets on December 31st 2018 and December 31st 2017 are analyzed as follows:
___________________________________________________________________________
| OTHER NON-CURRENT ASSETS | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Long-term guarantees | 689 | 692 | 684 | 669 |
| Total | 689 | 692 | 684 | 669 |
The Group and Company's inventories on December 31st 2018 and December 31st 2017 are analyzed as follows:
| INVENTORIES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Inventories of merchandise | 54.620 | 55.103 | 53.344 | 54.059 | |
| Inventories of finished products | 743 | 795 | 743 | 795 | |
| Inventories of raw materials | 11 | 9 | 11 | 9 | |
| Inventories of consumables | 711 | 671 | 711 | 671 | |
| Down payments to vendors | 4.921 | 4.635 | 4.921 | 4.635 | |
| 61.005 | 61.212 | 59.729 | 60.168 | ||
| Minus: Provision for devaluation | (8.479) | (8.970) | (8.452) | (8.945) | |
| Net realizable value of inventories | 52.527 | 52.242 | 51.278 | 51.223 |
The Group takes all the necessary precautions (insurance, security) in order to minimize the risk and contingent damages from loss of inventory from natural disasters, thefts etc. The group is activated in the high technology area, where the danger of technological devaluation is increased; the management examines constantly the net realizable value of stock and forms all the necessary provisions so that the value in the financial statements matches the true value.
Despite the sales increase of 8%, the inventories were in 2018 in the same level as in 2017, at around 61 m. €, while the provision for devaluation was 8.479 th. € and 8.452 th. € for the Group and the Company respectively. The respective amounts for 2017 were 8.970 th. € and 8.945 th. € for the Group and the Company.
The provision for devaluation is calculated by taking into account the inventory turnover which was improved due to the significant higher sales achieved by the Group throughout the year. On 31.12.2018 the provision for inventory devaluation formed to 13,9% compared to 14,7%.
The Management evaluates in continuous basis the optimal level of inventories as well as the level of related provisions taking into account the inventory turnover.
The Group and the Company's trade and other receivables on December 31st 2018 and December 31st 2017 are analyzed as follows:
___________________________________________________________________________
| TRADE AND OTHER RECEIVABLES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Receivables from customers | 18.157 | 19.321 | 17.334 | 18.506 | |
| Cheques and bills receivables | 2.578 | 2.529 | 2.578 | 2.529 | |
| Receivables prior to Impairments | 20.735 | 21.850 | 19.911 | 21.035 | |
| Minus: Impairment | (2.855) | (4.242) | (2.774) | (4.170) | |
| Net Receivables customers | 17.879 | 17.609 | 17.138 | 16.864 | |
| Receivables from subsidiaries | 0 | 0 | 409 | 809 | |
| Receivables from associates | 0 | 0 | 0 | 0 | |
| Total trade and other receivables | 17.879 | 17.609 | 17.546 | 17.674 |
The positive effect (decrease) in the provision for bad debt is, mainly, attributed in the first application of IFRS 9 with the cumulated adjustment on 01.01.2018 (note 2.2).
Trade receivables decreased by 1.115 th. € compared to 2017, while the insurance terms have been improved. Taking the above into account, the percentage of the formed provision for the current year appeared a small decrease (13,8% compared to 19,4% in 2017) and due to the initial recognition of IFRS 16 "Leases".
In any case, the Management examines the amount of receivables; taking into account historical data and the respective market trends in order to form high level of provision in relation with the trade receivables and to control the risk. The changes in provisions of bad-debts are as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| Provision of Doubtful Receivables 01/01 | 4.242 | 4.775 | 4.170 | 4.700 |
| Net change of Provision | (1.387) | (534) | (1.397) | (530) |
| Provision of Doubtful Receivables 31/12 | 2.855 | 4.242 | 2.774 | 4.170 |
The above mentioned bad-debt provision includes:
a) a strictly defined provision for all the customers that have been characterized as doubtful,
b) a specific provision for all the customers that have overdue balances based on the ageing of their balances,
c) a provision, based on the increased level of risk because of the conditions of the economic environment, taking in consideration: 1) the reduced liquidity of Greek businesses and 2) the difficult access to bank financing.
It is noted that this provision includes also non-overdue receivables. For this provision the balances of all the customers have been taken into account, with the exception of the receivables from Plaisio Computers JSC, as it is considered that there is no risk of non-collection for these particular balances.
d) the Group has already moved to a provision for the balances from the Public Sector. It is noted that in the aforementioned provision includes non-overdue balances as well.
The receivables from customers are analyzed as follows:
88
| 2018 | 2017 | |||||
|---|---|---|---|---|---|---|
| Receivables | Receivables | Receivables | ||||
| before | Impairment | after | before | Impairment | Receivables after | |
| THE GROUP | Impairment | impairment | Impairment | impairment | ||
| Receivables from | ||||||
| Associates | 0 | 0 | 0 | 0 | 0 | 0 |
| Less than 90 days | 19.847 | (1.968) | 17.879 | 20.732 | (3.124) | 17.609 |
| Delayed 91-180 | ||||||
| days | 323 | (323) | 0 | 236 | (236) | 0 |
| Delayed 181 + | ||||||
| days | 564 | (564) | 0 | 882 | (882) | 0 |
| Total | 20.735 | (2.855) | 17.879 | 21.850 | (4.242) | 17.609 |
___________________________________________________________________________
| 2018 | 2017 | |||||
|---|---|---|---|---|---|---|
| THE COMPANY | Receivables before Impairment |
Impairment | Receivables after impairment |
Receivables before Impairment |
Impairment | Receivables after impairment |
| Receivables from Subsidiaries |
409 | 0 | 409 | 809 | 0 | 809 |
| Receivables from Associates |
0 | 0 | 0 | 0 | 0 | 0 |
| Less than 90 days Delayed 91-180 |
19.094 | (1.957) | 17.137 | 19.979 | (3.115) | 16.864 |
| days | 318 | (318) | 0 | 230 | (230) | 0 |
| Delayed 181 + days |
499 | (499) | 0 | 826 | (826) | 0 |
| Total | 20.320 | (2.774) | 17.546 | 21.844 | (4.170) | 17.674 |
It is noted that as in a fixed manner the Company does, every delayed receivable of more than 90 days is impaired.
The other receivables of the Group and the Company on 31.12.2018 and 31.12.2017 are analyzed as follows:
| OTHER RECEIVABLES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Income Tax Assets | 562 | 80 | 562 | 80 | |
| Deferred expenses | 733 | 682 | 728 | 674 | |
| Other receivables | 5.095 | 2.971 | 4.897 | 2.873 | |
| 6.390 | 3.733 | 6.186 | 3.627 |
All the above receivables are short-term and there is no need to discount them at the date of the balance sheet. Other receivables refer to down payments, accommodation money to personnel, vendor's advance payments and pre-calculated
purchase discounts. Receivables from Public Sector concern the debit balance of the account "Income Tax". The increase in other receivables is attributed to forecasted credit notes from the suppliers for the corporate year 2018 as the actual credit notes were not received in 2018.
___________________________________________________________________________
Cash and Cash equivalents for the Group and the Company on 31.12.2018 and 31.12.2017 are analyzed as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Cash in hand | 3.989 | 5.198 | 3.918 | 5.150 | |
| Short-term bank deposits | 36.853 | 44.664 | 36.206 | 43.624 | |
| Total | 40.842 | 49.862 | 40.124 | 48.774 |
The composition of cash and cash equivalents per currency is the following (all amounts are in the euro € currency)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Euro | 34.394 | 41.383 | 34.376 | 41.372 | |
| Other Currencies | 6.448 | 8.479 | 5.748 | 7.402 | |
| Total | 40.842 | 49.862 | 40.124 | 48.774 |
The decrease in cash and cash equivalents by 18,1% of the Group came from the decrease in trade payables and from the increased investments that took place in 2018.
In parallel, the Group did not significantly amended the ratio of Euro to other currencies to its cash and cash equivalents (from 83,0% to 84,2%). The Management examines the cash and cash equivalents structure regarding the distribution of the cash to the currencies in a continuous basis and restructure it whenever it is needed. The above mentioned amounts are presented in the cash flow statement.
The share capital of the Company is analyzed as follows:
| Number of shares | Par Value | Share capital | Above par | Total | |
|---|---|---|---|---|---|
| 1 st January 2018 |
22.075.665 | 0,33 | 7.285 | 844 | 8.129 |
| 31st December 2018 | 22.075.665 | 0,33 | 7.285 | 844 | 8.129 |
The shares of the Company are traded at the Athens Stock Exchange.
The annual Ordinary General Assembly of the 23rd May 2017, decided the decrease of the share capital of the Company by the amount of 1.430,55 Euro with decrease of the total number of shares from 22.080.000 to 22.075.665 common shares, due to deletion of 4.335 treasury shares, according to article 16 of c.l. 2190/1920.
___________________________________________________________________________
The aforementioned 4.335 treasury shares were bought in the period 18.06.2015-23.11.2016 in implementation of the decision taken by the Extraordinary General Assembly of 16.12.2014. As a result, the share capital of the Company ended to 7.285 th. Euro and divided into 22.075.665 common shares of nominal value thirty three eurocents (0,33) each. The aforementioned treasury shares stopped trading in the Athens Stock Exchange on 14.06.2017. The Company does not hold any treasury shares both on the date of approval of the Financial Statements.
The rest of the reserves of the Group and the Company on 31.12.2018 and 31.12.2017 are analysed as follows:
| Actuarial Losses | |||||
|---|---|---|---|---|---|
| Legal Reserves | Special Reserves | Other Reserves | Reserves | Total | |
| THE GROUP | |||||
| 1 January 2017 | 4.743 | 20.338 | 622 | (823) | 24.880 |
| Changes during the year | 0 | 0 | 47 | 111 | 159 |
| 31 December 2017 | 4.743 | 20.338 | 669 | (711) | 25.039 |
| 1 January 2018 | 4.743 | 20.338 | 669 | (711) | 25.039 |
| Changes during the year | 8 | 0 | 27 | (176) | (141) |
| 31 December 2018 | 4.751 | 20.338 | 697 | (888) | 24.898 |
| Actuarial Losses | |||||
|---|---|---|---|---|---|
| Legal Reserves | Special Reserves | Other Reserves | Reserves | Total | |
| THE COMPANY | |||||
| 1 January 2017 | 4.644 | 20.159 | 622 | (823) | 24.602 |
| Changes during the year | 0 | 0 | 47 | 111 | 159 |
| 31 December 2017 | 4.644 | 20.159 | 669 | (711) | 24.761 |
| 1 January 2018 | 4.644 | 20.159 | 669 | (711) | 24.761 |
| Changes during the year | 0 | 0 | 27 | (176) | (149) |
| 31 December 2018 | 4.644 | 20.159 | 697 | (888) | 24.612 |
A legal reserve is created under the provisions of Greek law (Law 2190/1920, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to the reserve until it reaches one third of the paid share capital. The legal reserve can only be used, after approval of the Annual General meeting of the shareholders, to offset retained losses and therefore cannot be used for any other purpose.
The special reserves includes a) a reserve that was created following a decision of the Annual General meeting in prior periods. This reserve was not created for any specific purpose and can therefore be used for any reason following approval from the Annual General Assembly and b) reserves which were created under the provisions of Greek law. The before-mentioned reserves have been created by already taxed profit and therefore are not taxed furthermore in case they are distributed or capitalized. In the special reserves, an amount of 4.894 th. Euro is included, which refers to Reserves formed with the first adoption of IFRS that was realized on January 1st 2005.
___________________________________________________________________________
Other reserves are created under the provisions of tax law from tax free profits, income, or profits taxed under special provisions.
The above-mentioned reserves can be capitalized or distributed, after the approval of the Annual General meeting, after taking into consideration the restrictions which will apply at each time. The Group does not intend to distribute or capitalize these reserves and therefore has not calculated the income tax that would apply in this case.
With article 72 of the law 4172/2013, the non-distributed or capitalized tax free reserves of entities as stated in the last financial statement before 01.01.2014 are taxed with a tax rate of 19%. From 01.01.2015, it is not allowed to keep special accounts for tax-free reserves.
The Extraordinary General Assembly which took place on 16/12/2014 decided the capitalization of the tax-free reserves that have been formed based on the c.l. 2238/1994, according to article 72 of c.l. 4172/2013, of amount 144 th. Euro (net amount which remains after the deduction of the taxes (19%) to the total amount of tax-free reserves which were 178 th. Euro). The taxation of the reserves took place in 2014, while the capitalization of these reserves approved by the decision of the Ministry of Development with virtue number K2-7315/21-01-2015.
As a consequence of adopting the amended IAS 19, the Group changed the accounting policy regarding the recognition of actuarial losses and profits, arising from the before mentioned benefit plan of employees. An analytical presentation of the way of formation of this particular reserve and also of the effect of this change of policy is presented in Note 19.
The liabilities for loans for the Group and the Company on 31.12.2018 and 31.12.2017 are analyzed as follows:
| LOANS | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Long Term Loans | ||||
| Bond Loans | 8.940 | 11.273 | 8.940 | 11.273 |
| Total Long Term Loans | 8.940 | 11.273 | 8.940 | 11.273 |
| Short Term Loans | ||||
| Bank Loans | 0 | 0 | 0 | 0 |
| Bond Loans | 2.333 | 1.604 | 2.333 | 1.604 |
| Total Short Term Loans | 2.333 | 1.604 | 2.333 | 1.604 |
| Total Loans | 11.273 | 12.877 | 11.273 | 12.877 |
The changes in the amounts of the Loans are analyzed as follows:
___________________________________________________________________________
| THE GROUP | Amounts due in the next one year | Amounts due in more than a year | Total |
|---|---|---|---|
| Balance on 01 January 2017 | 14.584 | 877 | 15.461 |
| Cash Flows | |||
| Proceeds from issued borrowings | 6.000 | 12.000 | 18.000 |
| Re-payments of borrowings | (20.584) | 0 | (20.584) |
| Balance on 31 December 2017 | 0 | 12.877 | 12.877 |
| Reclassification from long-term to short-term debt |
1.604 | (1.604) | 0 |
| Balance on 31 December 2017 | 1.604 | 11.273 | 12.877 |
| THE GROUP | Amounts due in the next one year | Amounts due in more than a year | Total |
| Balance on 01 January 2018 | 1.604 | 11.273 | 12.877 |
| Cash Flows | |||
| Proceeds from issued borrowings | 3.500 | 0 | 3.500 |
| Re-payments of borrowings | (5.104) | 0 | (5.104) |
| Balance on 31 December 2018 | 0 | 11.273 | 11.273 |
| Reclassification from long-term to short-term debt |
2.333 | (2.333) | 0 |
| Balance on 31 December 2018 | 2.333 | 8.940 | 11.273 |
| THE COMPANY | Amounts due in the next one year | Amounts due in more than a year | Total |
| Balance on 01 January 2017 | 14.584 | 877 | 15.461 |
| Cash Flows | |||
| Proceeds from issued borrowings | 6.000 | 12.000 | 18.000 |
| Balance on 31 December 2017 | 1.604 | 11.273 | 12.877 |
|---|---|---|---|
| Reclassification from long-term to short-term debt |
1.604 | (1.604) | 0 |
| Balance on 31 December 2017 | 0 | 12.877 | 12.877 |
| Re-payments of borrowings | (20.584) | 0 | (20.584) |
| THE COMPANY | Amounts due in the next one year | Amounts due in more than a year | Total |
|---|---|---|---|
| Balance on 01 January 2018 | 1.604 | 11.273 | 12.877 |
| Cash Flows | |||
| Proceeds from issued borrowings | 3.500 | 0 | 3.500 |
| Re-payments of borrowings | (5.104) | 0 | (5.104) |
| Balance on 31 December 2018 | 0 | 11.273 | 11.273 |
| Reclassification from long-term to | |||
| short-term debt | 2.333 | (2.333) | 0 |
| Balance on 31 December 2018 | 2.333 | 8.940 | 11.273 |
The expiration dates of the long-term loans of the Group and the Company are the following:
| EXPIRATION DATES OF THE LOANS | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Between 1 and 2 years | 2.040 | 2.333 | 2.040 | 2.333 |
| Between 2 and 5 years | 6.900 | 6.720 | 6.900 | 6.720 |
| Over 5 years | 0 | 2.220 | 0 | 2.220 |
94
| 11.273 | 11.273 | ||
|---|---|---|---|
| 8.940 | 8.940 |
In 2017, the Management of the Company decided to refinance its short-term bank loans by bond loans with longterm repayment terms.
In 2018, total debt decreased to 11.273 th. € from 12.877 th. € in 31.12.2017.
___________________________________________________________________________
The level of the interests is influenced by many factors which have been analysed on the unit "Interest rate risk". Estimating the increased risk of the interest rates the Management, carefully, considers the related evolutions and acts in order to smooth any negative effects. It is noted that cash and cash equivalents of the Group on 31.12.2018, exceed the total of bank debt.
The bond loans appeared a decrease of 1.604 th. € compared to the end of 2017 and refers to:
On 31.12.2018 and 31.12.2017 the Company and the Group has complied with all the covenants and the applied terms and conditions of the loans.
The level of the interest rates are in a satisfactory level due to the capital structure of the Group and the stable timeless repayments of any kind of financial liabilities and the co-operation relationships the Group retains with the banks. As a consequence, it is noted the wide liquidity of the Group and the fact that the cash and cash equivalents exceed the Group's total short-term and long-term borrowings in the last years.
(Figures in th. euro)
The deferred income tax for the Group and the Company on 31.12.2018 and on 31.12.2017 is analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Deferred tax liabilities | 1.410 | 1.443 | 1.410 | 1.443 |
| Deferred tax assets | 4.160 | 5.031 | 4.150 | 5.016 |
| 2.750 | 3.587 | 2.741 | 3.572 |
The change in the deferred tax liabilities and deferred tax assets for the Group and the Company without taking into account the offsetting of balances of the same period is analyzed as follows:
| Difference in | Valuation of Derivative | ||
|---|---|---|---|
| THE GROUP | depreciation | Contracts | Total |
| 1- Jan -17 | 1.429 | 486 | 1.915 |
| Debit/(Credit) in the P&L Statement | 8 | (479) | (471) |
| 31- Dec -17 | 1.437 | 7 | 1.443 |
| 1- Jan -18 | 1.437 | 7 | 1.443 |
| Debit/(Credit) in the P&L Statement | (122) | 88 | (34) |
| 31- Dec -18 | 1.315 | 95 | 1.410 |
| Difference in | Valuation of Derivative | ||
| THE COMPANY | depreciation | Contracts | Total |
| 1- Jan -17 | 1.429 | 486 | 1.915 |
| Debit/(Credit) in the P&L Statement | 8 | (479) | (471) |
| 31- Dec -17 | 1.437 | 7 | 1.443 |
| 1- Jan -18 | 1.437 | 7 | 1.443 |
| Debit/(Credit) in the P&L Statement | (122) | 88 | (34) |
| 31- Dec -18 | 1.315 | 95 | 1.410 |
___________________________________________________________________________
| Provision for | Provision for | Actuarial | |||||
|---|---|---|---|---|---|---|---|
| Provision for | personnel | devaluation of | Other | Tax | Profits | ||
| THE GROUP | Receivables | compensation | stock | Provisions | Losses | Reserve | Total |
| 1-Jan-17 | 1.030 | 192 | 3.260 | 776 | 0 | 336 | 5.596 |
| (Debit)/Credit in | |||||||
| the P&L | (6) | 13 | (664) | 132 | 7 | 0 | (520) |
| Statement | |||||||
| Credit in Equity | - | - | - | - | - | (46) | (46) |
| 31-Dec-17 | 1.024 | 205 | 2.597 | 909 | 7 | 290 | 5.031 |
| 1-Jan-18 | 1.024 | 205 | 2.597 | 909 | 7 | 290 | 5.031 |
| (Debit)/Credit in | |||||||
| the P&L | (118) | (22) | (353) | (116) | (7) | 0 | (616) |
| Statement | |||||||
| (Debit)/Credit in | |||||||
| Equity | - | - | - | - | - | 5 | 5 |
| (Debit)/Credit in | |||||||
| Retained Earnings | (260) | - | - | - | - | - | (260) |
| (IFRS 9) | |||||||
| 31-Dec-18 | 645 | 183 | 2.243 | 792 | 0 | 296 | 4.160 |
*These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document
95
| Provision for | Provision for personnel |
Provision for devaluation of |
Other | Tax | Actuarial Profits |
||
|---|---|---|---|---|---|---|---|
| THE COMPANY | Receivables | compensation | stock | Provisions | Losses | Reserve | Total |
| 1-Jan-17 | 1.025 | 192 | 3.259 | 775 | 0 | 336 | 5.587 |
| (Debit)/Credit in | |||||||
| the P&L | (6) | 13 | (665) | 132 | 0 | 0 | (525) |
| Statement | |||||||
| Credit in Equity | - | - | - | - | - | (46) | (46) |
| 31-Dec-17 | 1.019 | 205 | 2.594 | 907 | 0 | 290 | 5.016 |
| 1-Jan-18 | 1.019 | 205 | 2.594 | 907 | 0 | 290 | 5.016 |
| (Debit)/Credit in | |||||||
| the P&L | (119) | (22) | (354) | (116) | 0 | 0 | (610) |
| Statement | |||||||
| (Debit)/Credit in | |||||||
| Equity | - | - | - | - | - | 5 | 5 |
| (Debit)/Credit in | |||||||
| Retained | (260) | - | - | - | - | - | (260) |
| Earnings (IFRS 9) | |||||||
| 31-Dec-18 | 640 | 183 | 2.241 | 791 | 0 | 296 | 4.150 |
___________________________________________________________________________
The Deferred tax assets and receivables are offset when there is a legal right that makes it applicable to offset current net tax assets over liabilities and when the Deferred Taxes refer to the same tax authority.
Deferred tax liabilities and assets are presented offset in the figure "Deferred Tax Assets" in the statement of financial position as at 31.12.2018, given that the financial statements of the subsidiary company Plaisio Computers JSC, do not present Deferred Tax Liability but only asset.
According to the provisions of article 23 of the l. 4579/2018, the income tax rate for legal entities in Greece will, gradually, decrease from 29% to 25% during the period 2019-2022. The relative effect is analyzed in note 24.
According to the labor law, employees are entitled of compensation in case they are dismissed or retired, the amount of which differs according to the wage, the years of experience and the way of their leave (dismissal or retirement). Employees that resign or are rationally dismissed are not entitled to any compensation. In Greece, employees that retire are entitled to 40% of such compensation according to the Law 2112/1920. Those schemes are not financed and are the part of specified compensation schemes according to IAS 19.
The Group had an independent actuarial study done on personnel compensation according to IAS 19.
The evolvement of the net liability, in the Statement of Financial Position, after the adoption of the amended IAS 19, is analyzed below:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Net Liability at beginning of the year | 1.708 | 1.820 | 1.708 | 1.820 |
| Benefits paid by the Group | (97) | (315) | (97) | (315) |
| Expense recognized in the income statement | 124 | 360 | 124 | 360 |
|---|---|---|---|---|
| Actuarial loss / (gain) | 182 | (157) | 182 | (157) |
| Net Liability at year-end | 1.916 | 1.708 | 1.916 | 1.708 |
___________________________________________________________________________
The details and basic principles of the actuarial study for the periods ending on 31.12.2018 and 31.12.2017 are analyzed as follows:
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Service Cost | 114 | 163 | 114 | 163 | |
| Amended Past Service Cost | 0 | 0 | 0 | 0 | |
| Interest Cost | 34 | 31 | 34 | 31 | |
| Termination Benefits/ Impact of Curtailments / Settlements |
(24) | 166 | (24) | 166 | |
| Total Charge to Income Statement | 124 | 360 | 124 | 360 |
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| MAIN ACTUARIAL PRINCIPLES | ||||
| Discount rate | 1,80% | 2,0% | 1,80% | 2,0% |
| Rate of compensation increase | 2,25% | 2,25% | 2,25% | 2,25% |
| THE GROUP | THE COMPANY | |||
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Actuarial (gains)/losses of commitment for defined benefit plans due to empirical adjustments |
170 | (596) | 170 | (596) |
| Actuarial (gains)/losses of commitment for defined benefit plans due to change of admissions |
12 | 753 | 12 | 753 |
| Actuarial (Gains)/Losses of the period | 182 | 157 | 182 | 157 |
| Corresponding Deferred Tax | (45) | (46) | (45) | (46) |
| Deferred Tax due to change of the Tax Rate | 40 | 0 | 40 | 0 |
| Total | 176 | 111 | 176 | 111 |
The Company updated the survival tables in order to take into account the new OECD and WHO exhibition for the life expectancy in Greece.
The effect on the present value of the commitment for certain benefits when we have a variation of the discount exchange rate of +/- 0,5%, is +/- 1% on 31.12.2018.
The balances of accounts of provisions for the Group and the Company on December 31st 2018 and December 31st 2017 are analyzed respectively as follows:
| OTHER PROVISIONS | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| Note. | 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Long-term provisions | ||||||
| Provision for un-audited tax periods | (a) | 0 | 0 | 0 | 0 | |
| Provision for bringing the stores in their primary condition according to |
(b) | 213 | 218 | 213 | 218 |
| the lease contracts | |||||
|---|---|---|---|---|---|
| Total Long-term provisions | 213 | 218 | 213 | 218 | |
| Short-term provisions | |||||
| Provision for computer guarantees | (c) | 1.231 | 1.565 | 1.231 | 1.565 |
| Total short-term provisions | 1.231 | 1.565 | 1.231 | 1.565 | |
| Total Provisions | 1.444 | 1.783 | 1.444 | 1.783 |
___________________________________________________________________________
(a) The Company has formed a cumulative provision of 564 th. Euro, in order to cover the event of additional taxes in case of audit from the tax authorities for the un-audited periods of 2009 and 2010. The tax audit for the aforementioned years was completed by the tax authorities in 2017 and the results are presented in Note 24. Concerning the other companies of the Group, no such provision has been formed on the basis that any extra burden will be non-material. The un-audited tax periods of the companies of the Group are presented in Note 26.
(b) The Company has formed a provision for restoring the stores in their primary condition according to the lease contracts and their ending period.
(c) The Company has formed provision of total amount of 1.231 th. Euro for computer guarantees given to its customers. This provision has been revaluated in order to take into account the current labour cost and the current cost of spare parts.
The investment that took shape in Magoula Attikis, came under the provisions of the development law 3299/2004 (subjection decision 32278/YPE/4/00513/N.3299/2004). Part of government grant amounted to € 2.153 th., received by the company during 2010, is included in short and long-term liabilities and acts deductive to the relative cost of depreciations. Moreover, with 18420/ΥΠΕ/4/00513/Ε/Ν.3299/28.4.2011 decision of the undersecretary of competitiveness and shipping (Government Gazette, issue B, 1078/1.6.2011) the completion of the investment was certified and the cost and commencement of the productive operation of the investment was finalized. With the above mentioned decision the remainder of the subsidy was approved, amounting to 2.259 th. €. It is noted that the total amount of the subsidy came up to 4.412 th. €.
State grants are posted in their value when there is the certainty that the grant will be collected and the Group will comply to all the relevant terms.
The state grants that are intended for the purchase of tangible assets are posted under long term liabilities and are posted in the Income Statement through the method of depreciation based on remaining lifetime of the fixed assets that the grant refers to. For this year 01.01.2018-31.12.2018 the depreciation of grants came up to 103 th. €.
The state grants that concern expenses are deferred and posted directly in Income Statement, when the granted expense is posted, so that the expense and the income is matched.
| STATE GRANTS | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |||
| Long-Term | 2.364 | 2.428 | 2.364 | 2.428 | ||
| Short-Term (Note 22) | 84 | 118 | 84 | 118 | ||
| 2.448 | 2.546 | 2.448 | 2.546 |
Suppliers and related current liabilities for the Group and the Company on 31.12.2018 and 31.12.2017 are analyzed as follows:
___________________________________________________________________________
| SUPPLIERS AND RELATED CURRENT LIABILITIES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Trade payables | 25.177 | 30.559 | 24.470 | 30.110 | |
| Advance payments of clients | 0 | 1.222 | 0 | 1.194 | |
| Payable Dividends | 25 | 25 | 25 | 25 | |
| Liabilities to insurance companies | 1.377 | 1.269 | 1.377 | 1.269 | |
| Deferred Income (Note 21) | 84 | 118 | 84 | 118 | |
| Creditors | 5.977 | 4.662 | 5.967 | 4.650 | |
| Other current liabilities | 2.704 | 2.593 | 2.704 | 2.593 | |
| Current Contract Liabilities | 1.273 | - | 1.212 | - | |
| 36.616 | 40.448 | 35.839 | 39.959 |
All the aforementioned liabilities are short-term and there is no need to be discounted at the date of the Balance Sheet. The decrease in trade payables on 31.12.2018 by more than 5 m. € is attributed to the payments made the last days of 2018, a fact that did not happen in 2017.
The adoption of IFRS 15 led to reclassification of advance payments of total amount of 1.273 th. € and 1.212 th. € (31.12.2018) for the Group and the Company from the "Other Current Liabilities" to "Contract Liabilities" and in respective reclassification on 01.01.2018 (note 2.2).
The Other Income of the Group and of the Company for 2018 and 2017 are analyzed as follows:
| OTHER INCOME | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 01.01-31.12.2018 | 01.01-31.12.2017 | 01.01-31.12.2018 | 01.01-31.12.2017 | |||
| Sales of waste material | 21 | 26 | 21 | 26 | ||
| Other income | 100 | 72 | 66 | 39 | ||
| Income from plastic bags | 48 | 0 | 48 | 0 | ||
| Reimbursements and other grants | 8 | 6 | 8 | 6 | ||
| Total | 177 | 104 | 143 | 71 |
(Figures in thousand €)
The income tax expense comes from the deduction out of the profits, of the non-deductible expenses that include provisions and expenses, not recognized from the tax legislation. These expenses are recalculated at each Balance Sheet date. The income tax, according to the existing tax rates on the 31st of December 2018 (29%) and 2017 (29%) respectively, is analyzed as follows:
___________________________________________________________________________
| INCOME TAX | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |||
| Income tax expense | 1.634 | 2.291 | 1.634 | 2.291 | ||
| Deferred income tax | 611 | 48 | 604 | 54 | ||
| Tax Audit Differences | 0 | 613 | 0 | 613 | ||
| Provision for un-audited tax years | 0 | (564) | 0 | (564) | ||
| Total | 2.245 | 2.388 | 2.238 | 2.394 |
The reconciliation of the income tax and the amount from the implementation of the current income tax rate of the Group and the Company in Greece (2018: 29%, 2017: 29%) to the results before taxes, is presented below:
| INCOME TAX | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Earnings before tax | 6.100 | 7.288 | 6.040 | 7.320 | |
| Tax rate of the parent | 29% | 29% | 29% | 29% | |
| Income tax | 1.769 | 2.114 | 1.752 | 2.123 | |
| Effect of tax rates of other countries | (12) | (6) | - | - | |
| Effect of changes of tax rates in deferred tax |
225 | 0 | 225 | 0 | |
| Non tax - deductible expenses | 261 | 108 | 261 | 108 | |
| Provision for tax audit differences | 0 | (564) | 0 | (564) | |
| Tax audit differences | 0 | 726 | 0 | 726 | |
| Other | 2 | 10 | 0 | 0 | |
| Total | 2.245 | 2.388 | 2.238 | 2.394 |
According to the provisions of article 23 of the l. 4579/2018, the income tax rate for legal entities in Greece will, gradually, decrease from 29% to 25% during the period 2019-2022. Based on IAS 12, the relevant effect accounted in the financial statements of 31.12.2018 according to the tax rate that is expected to be implemented in the period that the receivable or the liability will be arranged. If the deferred tax had been calculated based on the current tax rate (29%), the deferred income tax would be 2.020 th. Euro for the Group and 2.013 th. Euro for the Company (the current tax-expense would have come up to 379 th. Euro for the Company and 386 th. Euro for the Group). Earnings after taxes would be increased by 225 th. Euro, other revenue would be increased by 47 th. Euro and the Net Equity of the Company and the Group by 272 th. Euro.
Since the 2011 financial year and on, all Greek Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory financial statements must in addition obtain an "Annual Tax Certificate" as provided for by article 82 paragraph 5 of L. 2238/1994 and the article 65A of L.4174/2013. This "Annual Tax Certificate" must be issued by
the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements. Upon completion of the tax audit, the statutory auditor or audit firm must issue to the entity a "Tax Compliance Report" which will subsequently be submitted electronically to the Ministry of Finance, by the statutory auditor or audit firm. This "Tax Compliance Report" must be submitted to the Ministry of Finance, within ten days of the date of approval of the financial statements by the General Meeting of Shareholders.
___________________________________________________________________________
Ιn 2017 the Company received the Audit Report for any kind of tax liabilities for the years 2009 and 2010, which was completed in 2017. The additional tax and surcharges resulting from the tax audit and the implementation of c.l. 4446/2016, amounts to 613 th. Euro. The Company has provisioned in the corresponding years a total amount of 564 th. Euro and as a result the difference of 49 th. Euro will impact the results of the current year 2017.
Also, the Company has received the Audit Command from the Tax Authorities for the corporate year 2012. It is noted that the Company has been audited for the issuance of the "Tax Compliance Report" by the "International Auditors Certified / Registered Auditors & Accountants S.A., according to par. 5, article 82 of the L. 2238/1994. The respective "Tax Compliance Report" has been issued by the aforementioned chartered auditors. The tax audit for 2012 was written off on 31.12.2018.
For the financial year of 2018, the tax auditing for issuing the "Tax Compliance Report", has already started and is being conducted by "BDO Certified Public Accountants S.A". The management team of the Company does not expect important tax liabilities to arise, other than those appearing to the financial statements.
The intra-company transactions of the Company on 31.12.2018 and 31.12.2017 can be analyzed as follows
| PURCHASING COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| Plaisio Computers |
Plaisio Estate | Plaisio Computers |
Plaisio Estate | ||||
| INTRA-COMPANY SALES | S.A. | S.A. | JSC | JSC | Buldoza S.A. | Total | |
| Plaisio Computers S.A. | - | 6 | 4.482 | 0 | 181 | 4.669 | |
| Plaisio Estate S.A. | 785 | - | 0 | 0 | 0 | 785 | |
| Plaisio Computers JSC | 15 | 0 | - | 0 | 0 | 15 | |
| Plaisio Estate JSC | 0 | 0 | 120 | - | 0 | 120 | |
| Buldoza S.A. | 1 | 0 | 0 | 0 | - | 1 | |
| Total | 801 | 6 | 4.602 | 0 | 181 | 5.590 |
| PURCHASING COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| Plaisio | |||||||
| INTRA-COMPANY SALES | Computers | Plaisio Estate | Plaisio | Plaisio Estate | |||
| S.A. | S.A. | Computers JSC | JSC | Buldoza S.A. | Total | ||
| Plaisio Computers S.A. | - | 6 | 5.196 | 0 | 164 | 5.366 |
| Plaisio Estate S.A. | 814 | - | 0 | 0 | 0 | 814 |
|---|---|---|---|---|---|---|
| Plaisio Computers JSC | 112 | 0 | - | 0 | 0 | 112 |
| Plaisio Estate JSC | 0 | 0 | 120 | - | 0 | 120 |
| Buldoza S.A. | 3 | 0 | 0 | 0 | - | 3 |
| Total | 928 | 6 | 5.316 | 0 | 164 | 6.414 |
___________________________________________________________________________
| COMPANY THAT HAS THE RECEIVABLE |
Plaisio Computers S.A. |
Plaisio Estate S.A. |
Plaisio Computers JSC |
Plaisio Estate JSC |
Buldoza S.A. | Total |
|---|---|---|---|---|---|---|
| Plaisio Computers S.A. | - | 0 | 409 | 0 | 68 | 477 |
| Plaisio Estate S.A. | 19 | - | 0 | 0 | 0 | 19 |
| Plaisio Computers JSC | 0 | 0 | - | 0 | 0 | 0 |
| Plaisio Estate JSC | 0 | 0 | 0 | - | 0 | 0 |
| Buldoza S.A. | 0 | 0 | 0 | 0 | - | 0 |
| Total | 19 | 0 | 409 | 0 | 68 | 495 |
COMPANY THAT HAS THE LIABILITY
| COMPANY THAT HAS THE RECEIVABLE |
Plaisio Computers S.A. |
Plaisio Estate S.A. |
Plaisio Computers JSC |
Plaisio Estate JSC |
Buldoza S.A. | Total |
|---|---|---|---|---|---|---|
| Plaisio Computers S.A. | - | 0 | 809 | 0 | 73 | 883 |
| Plaisio Estate S.A. | 15 | - | 0 | 0 | 0 | 15 |
| Plaisio Computers JSC | 0 | 0 | - | 0 | 0 | 0 |
| Plaisio Estate JSC | 0 | 0 | 0 | - | 0 | 0 |
| Buldoza S.A. | 0 | 0 | 0 | 0 | - | 0 |
| Total | 15 | 0 | 809 | 0 | 73 | 897 |
The transactions with the members of the Board of Directors and the Management from the beginning of the period are analyzed as follows:
Claims to members of the Board of Directors and Key Managers 0 0
| *These financial statements and notes to the financial statements have been translated to English from the original statutory notes that have been prepared in the Greek | |
|---|---|
| language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail |
over this document
102
833 833
| THE GROUP | THE COMPANY |
|---|---|
| 665 | 665 |
| 0 | 0 |
| 665 | 665 |
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Key managers and the members of the Board of Directors are defined by IFRS 24. The transactions shown above include remuneration that consists of short-term benefits. In the current and the previous year there are no benefits after the service termination, other long-term benefits to the employees, benefits for early retirement and share based benefits.
MANAGERS
The Group has contingent liabilities and assets in relation to banks, other guarantees and issues that arrive from its normal operation, from which no important additional charges are expected to arise.
There are no litigations or other forms of commitments for the fixed assets which expected to significantly affect the companies of the Group.
Since the 2011 financial year and on, all Greek Societe Anonyme and Limited Liability Companies that are required to prepare audited statutory annual financial statements must in addition obtain an "Annual Tax Certificate" as provided for by article 82 paragraph 5 of L. 2238/1994. This "Annual Tax Certificate" must be issued by the same statutory auditor or audit firm that issues the audit opinion on the statutory financial statements. Upon completion of the tax audit, the statutory auditor or audit firm must issue to the entity a "Tax Compliance Report" which will subsequently be submitted electronically to the Ministry of Finance, by the statutory auditor or audit firm. The Ministry of Finance, according to aforementioned law, has the lawful right to choose a sample of companies, at least 9%, for statutory tax audit by the tax authorities of the Ministry. This statutory audit must be completed in an 18-month period from the submission of the "Tax Compliance Report" in the Ministry of Finance.
Since the 2014 financial year and on, the "Tax Compliance Report" became prospective for the companies of which the annual financial statements are mandatory audited. The "Tax Compliance Report" may substitute, in some cases, the audit from the Tax Authorities. However, the Tax Authorities retain the right to audit in later dates.
The un-audited tax periods for the companies of the Group on 31.12.2018 are presented as follows:
The Company has received the "Tax Compliance Report" without any provision up to the corporate year ended 31.12.2017 and it has been audited by the Tax Authorities up to the corporate year 31.12.2010. The statutory tax audit for the years 2009 and 2010 for any kind of tax liabilities was completed in 2017 and the results are presented in the Note 24. Also, the Company has received the Audit Order from the Tax Authorities for the corporate year 2012. It is noted that the Company has been audited for the issuance of the "Tax Compliance Report" by the "International Auditors Certified /
Registered Auditors & Accountants S.A., according to par. 5, article 82 of the L. 2238/1994. The respective "Tax Compliance Report" has been issued by the aforementioned chartered auditors. On 31.12.2018, the tax year of 2012 was written off.
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For the financial year of 2018, the tax auditing for issuing the "Tax Compliance Report", has already started and is being conducted by "BDO Certified Public Accountants S.A". The management team of the Company does not expect important tax liabilities to arise, other than those appearing to the financial statements.
The Company has received the "Tax Compliance Report" up to the corporate year ended on 31.12.2017 and it has been audited by the Tax Authorities up to the corporate year ended on 31.12.2009. The corporate year 2010 has not been audited by the Tax Authorities, however, the right of the Public Sector to audit the corporate year 2010 has expired. For the financial year of 2018, the tax audit for issuing the "Tax Compliance Report", has already started and is conducted by "BDO Certified Public Accountants S.A". The management team of the Company does not expect important tax liabilities to arise, other than those appearing to the financial statements.
The Company has not been audited since the commencement of its operations in 2004.
The Company has not been audited since the commencement of its operations in 2004.
(Figures in thousand €)
There are no capital expenses that have been taken up but have not been executed on 31.12.2018.
The parent Company has issued letters of guarantee as security of good contract execution with customers, etc. which amount to 2.017 th. € on 31st December 2018 (31 December 2017: 1.679 th. €). Also, the Company has letter of credits for imports of products which amount to 1.333 th. € (31 December 2017: 1.483 th. €).
The Group leases non-current assets, mainly, buildings and means of transportation via leasehold contracts. The future payables that stem from these leases, taking into consideration the yearly adjustments, are presented below:
| THE GROUP | THE COMPANY | |||||
|---|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |||
| Up to 12 months | 4.913 | 4.836 | 4.709 | 4.632 | ||
| From 13-60 months | 17.840 | 18.017 | 17.122 | 17.239 | ||
| Over 60 months | 25.592 | 20.240 | 23.133 | 17.616 | ||
| Total | 48.346 | 43.093 | 44.944 | 39.486 |
The effect of IFRS 16 "Lease" is presented in note 2.2 of the financial report.
Basic Earnings per share are calculated by dividing the net profit that is distributed to the shareholders of the parent company, to the weighted average number of shares during the period, without taking into consideration the weighted average of treasury shares.
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On 23rd May 2017, during the annual General Assembly of the Shareholders' of the Company, decided amongst others the decrease of the share capital of the Company by the amount of 1.430,55 Euro with decrease in the total number of shares from 22.080.000 to 22.075.665 common shares due to deletion of 4.335 treasury shares, according to article 16 of c.l. 2190/1920.
The aforementioned 4.335 treasury shares have been bought in the period from 18.06.2015 to 23.11.2016 in execution of the decision taken on the Extraordinary General Assembly on 16.12.2014. As a result, the share capital of the Company ended to 7.285 th. Euro and divided into 22.075.665 common shares of nominal value thirty three eurocents (0,33) each. The aforementioned treasury shares stopped trading in the Athens Stock Exchange on 14.06.2017.
The company has no potential titles convertible to common shares, so the diluted earnings per share are equal to the basic earnings per share.
| PROFIT PER SHARE | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |||
| Profit/(Loss) attributable to equity holders of the Company (in th. €) |
3.856 | 4.900 | 3.802 | 4.926 | ||
| Weighted Avg. No of shares (in th. €) | 22.076 | 22.076 | 22.076 | 22.076 | ||
| Basic Earnings per share (in €) | 0,1747 | 0,2220 | 0,1722 | 0,2232 |
On March 21st 2019, the Board of Directors of the Company, decided to propose to the General Assembly of the Shareholders, the distribution of dividend of 7 eurocents per share (gross amount) for the corporate year 2018 or of total amount of 1.545 th. Euro. According to article 65 of c.l. 4603/2018 (Government Gazzette: A' 64/14.03.2019) there is a 10% with-held tax to the incomes distributed from companies as dividends.
On 30th of March 2018, the Board of Directors of the Company proposed on the annual General Assembly of the Shareholders the distribution of dividend of 7 eurocents per share (gross amount) or of total amount of 1.545 th. Euro. According to article 112 par. 8 of c.l. 4387/2016 (Government Gazzette: A' 85/12.05.2016) in combination with article 44, par. 4 of c.l. 4389/2016 (Government Gazzette: A' 94/27.05.2016) there was a 15% with-held tax to the incomes distributed from companies as dividends.
The Group's and the Company's employed personnel on December 31st 2018 was 1.423 and 1.351 employees respectively. Accordingly, on December 31st 2017 the Group's and the Company's employed personnel was 1.365 and 1.292 employees respectively.
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There are no significant events that took place from the ending of this year and until the publication of the financial statements, that have an important consequence on the financial results of the Group and the Company, despite the below:
a) the Company signed on the 16th of February 2015 with Eurobank Equities S.A. the extension of the market making agreement for one (1) more year and particularly by the 1st of March 2020. Based on the aforementioned contract and according to the terms and conditions of the agreement, Eurobank Equities S.A., with its capacity as market maker of the shares of the Issuer and for the improvement of the Issuer's liquidity, will transmit to the Trading System of the Athens Stock Exchange market making orders (i.e. simultaneous buy and sell orders) for its own account on the Issuer's shares, in accordance with those rules specifically defined by law and more specifically with Decision with number 2 of the Stock Markets Steering Committee of Hellenic Exchanges.
The Chairman of the BoD & CEO The Vice President & CEO The Chief Financial Officer
George Gerardos Konstantinos Gerardos Aikaterini Vasilaki ΑΙ 597688 AM 082744 AB 501431
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