Annual Report • Apr 2, 2018
Annual Report
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PLAISIO COMPUTERS S.A.
ANNUAL FINANCIAL REPORT 01.01.2017 – 31.12.2017
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 2017, 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 2017 (01.01.2017-31.12.2017) is the one approved by the Board of Directors of Plaisio Computers S.A. on March 30th 2018 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 | |
|---|---|
| CHAPTER 2. REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 2017 4 | |
| INTRODUCTION 4 | |
| UNIT A: IMPORTANT EVENTS OF THE YEAR 2017 5 | |
| UNIT B: MAIN RISKS AND UNCERTAINTIES 11 | |
| UNIT C: IMPORTANT TRANSACTIONS WITH RELATED PARTIES 16 | |
| UNIT D: ANALYTICAL INFORMATION, ACCORDING TO ARTICLE 4 PAR.7 OF THE LAW 3556/2007, AS IT IS VALID | |
| TODAY 17 | |
| UNIT E: INFORMATION FOR LABOR AND ENVIRONMENTAL ISSUES 20 | |
| UNIT F: DEVELOPMENT AND PERFORMANCE OF THE GROUP 20 | |
| UNIT G: ALTERNATIVE PERFORMANCE MEASURES 24 | |
| UNIT H: ASSESSMENT OF THE EVOLUTION OF THE ACTIVITIES OF THE GROUP DURING 2018 25 | |
| UNIT I: OTHER INFORMATION-TREASURY SHARES-EVENTS THAT TOOK PLACE AFTER THE END OF THE PERIOD 26 | |
| UNIT J: NON FINANCIAL POSITION (BASED ON 4403/2016) 27 | |
| UNIT K: STATEMENT OF CORPORATE GOVERNANCE 35 | |
| CHAPTER 3: INDEPENDENT AUDITOR'S REPORT 51 | |
| CHAPTER 4: ANNUAL FINANCIAL STATEMENTS 57 | |
| COMPREHENSIVE INCOME STATEMENT 01/01 – 31/12/2017 57 | |
| STATEMENT OF FINANCIAL POSITION 58 | |
| STATEMENT OF CHANGES IN NET EQUITY 59 | |
| CASH FLOW STATEMENT 60 | |
| NOTES TO THE ANNUAL FINANCIAL STATEMENTS 61 | |
| 1. General information 61 | |
| 2. Summary of significant accounting policies 62 | |
| 3. Risk management policies 76 | |
| 4. Critical accounting estimates and judgments 79 | |
| 5. Segment information 79 | |
| 6. Tangible and Intangible Assets 82 | |
| 7. Group Structure and Method of Consolidation 84 | |
| 8. Other Investments 85 | |
| 9. Other non-current assets 86 | |
| 10. Inventories 86 | |
| 11. Trade and other receivables 87 | |
| 12. Other receivables 88 | |
| 13. Cash and cash equivalents 89 | |
| 14. Share capital and difference above par 89 | |
| 15. Reserves 90 | |
| 16. Loans 91 | |
| 17. Deferred Income Tax 93 | |
| 18. Provisions for pensions and similar commitments 95 | |
| 19. Provisions 96 | |
| 20. Deferred Income 97 | |
| 21. Suppliers and related current liabilities 98 | |
| 22. Other Income 98 | |
| 23. Income tax expense 98 | |
| 24. Related party transactions 100 | |
| 25. Litigations 101 | |
| 26. Obligations 103 | |
| 27. Profit per Share 103 | |
| 28. Dividend per Share 104 | |
| 29. Number of personnel 104 | |
| 30. Post balance sheet events 105 |
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 2017 (01.01.2017-31.12.2017), 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 2017, 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 30th 2018 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
The present Report of the Board of Directors (from now on referred to as the ''Report''), which follows refers to the financial year of 2017 (01.01.2017-31.12.2017).
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This Report was compiled and is in line with the relevant stipulations of 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:
The present Report accompanies the financial statements of 2017 (01.01.2017-31.12.2017). 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 2017. The units of the Report and their content are as follows:
The important events which took place during the fiscal year 2017 (01.01.2017-31.12.2017), 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 February 14th 2017 that as a result of the decision taken by the annual Ordinary General Assembly of the 10th of May 2016, and the decision taken by the empowered Board of Directors on the 18th of January 2017, signed a contract, for issuing a Common Bond Loan via private placement, according to the c.l. 3156/2003 and c.l. 2190/1920, of nominal value of € 6.000 th. Euro, with a duration of five (5) years. The Bond holders are Eurobank Ergasias S.A. and Eurobank Private Bank (Luxembourg) S.A.. The empowered for the bank payments and the representative of the Bond holders was appointed the bank Eurobank Ergasias S.A..
The aim of the common Bond Loan, which bears no lien, was, mainly, the refinancing of the short-term bank loans of the Company.
The Company informed the investing public on February 24th 2017 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 2018. 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.
The Company in implementation of the par. 4.1.3.1 of ATHEX Rulebook, as well as, the article 17 par. 1 of the c.l. 596/2014 of the European Parliament and Council of the 16th April 2014, announced to the investing public on March 17th 2017 that the ordinary statutory tax audit for the years 2009 and 2010 for any kind of tax liabilities, was completed.
The additional tax and surcharges resulted from the tax audit and the implementation of c.l. 4446/2016, amounted 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 has impacted the results of the current year 2017.
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 5th 2017. Group sales came up to 283 m. € from 272 m. € in 2015. The Group achieved significant earnings before tax of 6,6 m. € and EBITDA of 10,1 m. €. In a volatile environment, the core of Plaisio which is constituted by the Management and the
Team which both are committed to the long term success of the Group, make the Group extremely resilient to the Downside and fully prepared for the Upside.
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Konstantinos Gerardos, Vice President and CEO of the Company after the financial results, mentioned the below facts of 2016:
The market share increase in all basic product categories.
The operational opening of the 23rd store of the PLAISIO Group, in Dafni.
The investment in the new e-business platform and the incorporation of the Cross Channel CRM platform for the recognition of the customer and the utilization of his consuming behavior at each channel.
The preparation of the new communication platform with the main marketing campaign of "your mind goes to Plaisio".
The reward of Plaisio for its performance not only commercially but also, financially, and
The very recent reward, by the Plaisio Team of the Group as one of the ten Best Wolkplaces in 2017.
The presentation was concluded with the actions of the volunteering team #plai_sou, which participated in the free distribution of school products in 13 schools in Greece, in the 8th Marathon organized by "ALMA ZOIS" with a team of 266 volunteers and by offering secured sales points of the street magazine "Shedia".
The Company informed the investing public on April 19th 2017 the following, in implementation of the ATHEX Rulebook, as well as the article 21 of c.l. 3556/2007 and answeed the relevant question of the Hellenic Capital Market Commission of 18.04.2017 as a consequence of the announcement published by "ALPHA GRISSIN S.A." regarding the invitation to the Extraordinary General Assembly of the shareholders of 05.05.2017 for the approval among others all the procedures which are necessary for the declaration of bankruptcy:
There were no receivables of the Company to be claimed from "ALPHA GRISSIN S.A.".
The sales of the Company to "ALPHA GRISSIN S.A." expressed as a percentage to the total turnover were almost null (0,001%).
Taking into account the above, the evolutions to the company "ALPHA GRISSIN S.A." were evaluated as nonsignificant for the Company and no effects may arise to the consolidated sales revenue, the results, the equity and financial position of the Company.
The Company informed the investing public on April 24th 2017, according to paragraph 5, article 1 of the Presidential Decree 82/1996, its intention to participate in the electronic open public tenders, which were announced with decision number 01/2017 and 02/2017 of the Ministry of Economy and Development, the General Secretariat of Commerce and Protection of the Consumer, for the procurement of desktops and flat screens, of budget of 8.384.840 Euro (including VAT), and for the procurement of photocopy paper A3, A4, recycled A4, of budget of 2.601.499,86 Euro (including VAT). The date of the tenders was May 5th 2017. 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 is 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.
*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
The Company informed the investing public on April 28th 2017, 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 2018.
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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 23rd 2017 at 17:00, the annual Ordinary General Assembly took place at the Headquarters of the Company (Municipality of Elefsina, Magoula Attica, and Location Skliri - Exit 2 of the Attica Road). The Shareholders, who attended in person or by correspondent, representing 19.298.387 common shares and equal voting rights, or 87,4% of a total of 22.080.000 shares and equal voting rights of the Company.
It is noted, the rights for representation and vote of the 4.335 common shares are suspended according to article 16, paragraph 8 of the c.l. 2190/1920, as Own Shares of the Company and these shares are not calculated to the quorum.
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 refers to the 28th corporate year ended on 31.12.2016 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.
Issue 2nd: The stockholders unanimously approved the disposal of results of the year ended on 31.12.2016, as well as, the distribution of the results of the 28th corporate year of 2016 (01.01.2016-31.12.2016) and especially approved the proposition of distribution of dividend of total amount 1.103.783,25 Euro (gross amount), i.e. 0,05 Euro per share of the Company (gross amount) from which the tax in force (15%) withheld.
Eligible to the aforementioned dividend were the shareholders that were registered in the Dematerialized Securities System (DSS) on Wednesday May 31st 2017 (record date).
The ex-dividend date was Tuesday May 30th 2017 according to article 5.2 of the ATHEX Rulebook.
The payment of the dividend for the year 2016 began on Tuesday, June 6th 2017 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 Gazette: A΄ 84/18.07.2015).
Simultaneously, the General Assembly authorized the BoD to act so that the above mentioned decision is executed regarding the distribution of dividend.
*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
Issue 3rd: The stockholders discharged by majority the Members of the Board of Directors and the Auditors of the Company from every liability and indemnification deriving from their activities during the 28th fiscal year ended on 31.12.2016 as well as for the Annual Financial Statements.
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Issue 4th: The stockholders approved by majority 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 Mr. Antonios Anastasopoulos (33821) for the position of the Regular Auditor and Mr. Nikolao Tapeino (47441) for the substitute auditor for the corporate year 2017 (01.01.2017-31.12.2017) for the auditing of the annual and semi-annual financial statements of the Company. This Auditing Company will also issue the relevant tax certificate, according to article 65A, of the law 4174/2013.
On 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 will be returned to the chosen auditing company within 5 days from its approval.
Issue 5th: The stockholders approved unanimously the remunerations of the members of the Board of Directors of the Company for their services in 2016 (01.01.2016-31.12.2016), and determined and preapproved their remunerations for the current fiscal year 2017 (01.01.2017-31.12.2017) until the next annual Ordinary General Assembly.
Issue 6th: The stockholders unanimously 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 stockholders unanimously approved the share capital decrease of the Company by the amount of 1.430,55 euro which took place with the decrease of the total number of Company's shares from 22.080.000 to 22.075.665 common ordinary shares due to the deletion of the total own shares (4.335) of the Company, according to article 16 of the c.l. 2190/1920, obtained through the share buyback programme approved in the Extraordinary General of Assembly of 16th December 2014.
Simultaneously, with the above mentioned decision, unanimously approved the amendment of article 5 of the Memorandum of the Company regarding the share capital as it was announced in draft form by the Company (according to article 27 par. 3 case d of the c.l. 2190/1920).
Issue 8th: The stockholders unanimously approved the share buyback program according to the article 16 of c.l. 2190/1920 and the European limitations with number 2273/2003, and specifically it approved the purchase into a period of twenty four (24) months after the approval date of that decision by the upper limit of two millions two hundred seven thousand five hundred sixty six (2.207.566) common shares, which represent 10% of the total outstanding shares of the Company (as a consequence of decision taken above for the share capital decrease, due to the deletion of own shares), 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. 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 Company informed the investing public on June 8th 2017 that the annual General Meeting of the Company's shareholders that took place on May 23rd 2017 decided, among other issues, on the reduction of its share capital by the amount of 1.430,55 euro through the reduction of the total number of shares from 22.080.000
to 22.075.665 common registered shares, due to the cancellation of 4.335 treasury shares, in accordance with article 16 of codified law 2190/1920.
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The aforementioned 4.335 shares were acquired during the period from 18.06.2015 to 23.11.2016, in execution of the decision by the Company's Extraordinary General Meeting of shareholders dated 16.12.2014.
Following the above reduction, the Company's share capital currently amounts to seven million two hundred eighty four thousand nine hundred sixty nine euro and forty five cents (7.284.969,45) Euro, divided into twenty two million seventy five thousand six hundred sixty five (22.075.665) common registered shares, with a nominal value of thirty three cents (0,33 Euro) each. On 31st May 2017 registered in G.E.MI. with registration number 1033476 the decision 61073/31.05.2017 of the Ministry of Development which approved the amendment of the relevant article 5 of the Company's Articles of Association. The Board of Directors of the Athens Exchange, during its meeting dated 08.06.2017, was informed about the aforementioned share capital reduction due to cancellation of Company treasury shares. Following the above, the Company decided that since 14.06.2017 the aforementioned 4.335 shares were delisted from the Athens Exchange and were cancelled.
The Company informed the investing public on June 28th 2017 that the Board of Directors, according to article 4.1.4.2 of the ATHEX Rulebook, its intention to commence the implementation of the decision of the Annual General Assembly of the Shareholders of the Company regarding the approval of the share buyback programme that took place on 23.05.2017 - on 03.07.2017. By the aforementioned decision, approval was given, according to article 16 of the c.l. 2190/1920, for the purchase by the upper limit of 2.207.566 common shares of the Company, 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, with expiring date May 23rd 2019.
The purchases of own shares will be conducted pursuant to the regulatory framework and more specifically with the rules of the Regulation 2273/2003 of the European Commission. On 31.12.2017, the Company did not hold any treasury shares.
The Company informed the investing public on July 26th 2017 that according to article 17 par. 1 of the 596/2014 Law of the European Parliament and Commission of the 16th of April, the elected by the annual General Assembly of the Shareholders, auditing company "BDO Certified Public Accountants S.A." (173), chose Mrs Maria A. Lymperi (52761) as Substitute Auditor in the place of Mr Nikolaos Tapeinos (47441), for the corporate year 2017 (01.01.2017-31.12.2017).
The Company informed the investing public on August 3rd 2017 that as a result of the decision taken by the annual Ordinary General Assembly of the 10th of May 2016, and the decision taken by the empowered Board of Directors on the 21st of July 2017, announced that on 2nd of August 2017, signed a contract, for issuing a Common Bond Loan via private placement, according to the c.l. 3156/2003 and c.l. 2190/1920, of nominal value of 6.000 th. Euro, with a duration of six (6) years. The Bond holders are "National Bank of Greece S.A." and "NBG BANK MALTA LTD". The empowered for the bank payments and the representative of the Bond holders was
appointed the bank "National Bank of Greece S.A.". The aim of the common Bond Loan, which bears no lien, was the refinancing of the short-term bank loans of the Company.
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Plaisio Computers S.A. informed its shareholders that the date 31st December 2017 marked the five year deadline for collection of the dividend for the financial year 2011 (01.01.2011-31.12.2011), amounting (after the deduction of the respective tax, based on the c.l. 3943/2011) to € 0,06 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 Thursday 24th May 2012 (record date).
After 31st December 2017, the dividend claims for the financial year 2011 that have not been collected by their beneficiaries will be time-barred, abiding to current legislation, in favor of the Greek State.
The risks the Group is exposed to and the potential risks may arise during the financial year 2018, are the following:
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Since May 2010, Greece in co-operation with its Partners has undertaken and implemented significant structural reforms for the improvement of the competition and the promotion of the financial development, through programs agreed with European Union, the European Central Bank and the International Monetary Fund ("the Institutions").
The above-mentioned reforms led to an improvement to the fiscal figures especially to primary surpluses in 2013 and 2014 and to marginal increase in GDP in 2014, for the first time after a five year recession period. Following the national elections of 25th of January 2015, the new Greek government achieved a four-month extension of the Master Financial Assistance Facility Agreement (MFFA). The fact that there was not an agreement by the expiring date of the aforementioned extension led to capital controls, imposed in June 2015. The imposed capital controls in the country, which include amongst others restrictions on payments abroad, consequently affecting domestic transactions and dealings with foreign suppliers and creditors.
After an almost three-year period with imposed capital controls, the approval process has significantly improved and the Government has amended the relevant regulatory framework, by improving some of the restrictive provisions and smoothing the effects in the Greek Economy. In addition, the Company has significantly improved the application process for payments abroad and, in combination, with the aforementioned improvements in the imposed capital controls, resulted in the significant limitation of the negative effects at its operations. In any case, the Company expects the complete abandonment of the limitations in order to eliminate any costs relating with the administration of the application process for the payments abroad and, to optimize the performance of its capital.
Regarding the financing of the operations of the Company, Plaisio does not encounter any limitations, because, the Company has the ability to raise capital as short-term working capital and medium-term debt, while, in parallel, maintains robust liquidity which gives the ability to the Company to negotiate improved financing terms. The main risks are analytically presented below:
The long-term bond loans of the Company and the Group, on December 31st 2017, were 11.273 th. Euro (877 th. Euro on 31.12.2016) and the short-term bond loan was 1.604 th. Euro (584 th. Euro on 31.12.2016). From the total bond loans (12.877 th. Euro), the 6.877 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 (14.000 th. Euro in 31.12.2016). 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. As a consequence, the total short-term bank loans of the Company were repaid (14.000 th. Euro in 31.12.2016) and the total debt decreased to 12.877 th. Euro from 15.461 th. Euro, on 31.12.2016.
*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 11
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%. The relevant influence is presented as follows:
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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 120 th. Euro and 140 th. Euro in 2017 and 2016 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 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.
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 11 of the Annual Financial Report.
On December 31st 2017 the total balance of customers and other trade receivables (not including the subsidiary) was 21.850 th. Euro and 21.035 th. Euro, respectively, while the provision for doubtful receivables was 4.242 th. Euro and 4.170 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.
Despite the increase in the trade receivables by 1.153 th. Euro compared to 2016, the ageing and the insurance terms have been improved. Taking the above into account, the percentage of the formed provision for the current year decreased (19,4% compared to 23,1% in 2016), but remained in a satisfactory high level confirming the conservative policy of the Management.
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.
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The debit balance of the company Plaisio Computers JSC to the parent company Plaisio Computers S.A. on 31.12.2017 amounted to 809 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.
On 31.12.2017, the total value of inventory was 61.212 th. Euro and 60.168 th. Euro, while the provision for devaluation was 8.970 th. Euro and 8.945 th. Euro, for the Group and the Company respectively. In comparison, on 31.12.2016 the amounts were 61.997 th. Euro and 60.751 th. Euro (inventory) and 11.260 th. Euro and 11.237 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 31.12.2017 the percentage for devaluation of inventory formed to 14,7% compared to 18,2%. The main reason for the decrease in the provision is the revaluation by the Management of the devaluation percentage per product category based on the market conditions.
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, except one, which roughly 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 2018.
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 13). 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.
*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 13
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 inventory on 31.12.2017 was translated in almost the average sales of a quarter of the corporate year).
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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.
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 48 year dynamic course in the Greek market. The financial liabilities of the Group and the Company on 31.12.2017 and 31.12.2016 are analyzed as follows:
| 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 GROUP 31.12.2016 | 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 | 39.219 | 0 | 0 | 0 |
| Loans & Interest | 14.859 | 621 | 301 | 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 COMPANY 31.12.2016 | 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 |
38.670 | 0 | 0 | 0 |
| Loans & Interest | 14.859 | 621 | 301 | 0 |
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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 an increase in the liabilities from suppliers, while the loans and interest appear a decrease with extended maturity dates, in periods after the year end.
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 for the following fiscal year.
In this section the most important transactions between the Company and its related parties, as they are defined by IAS 24, are presented:
The companies that are related to the Company and are members of the Group are the following:
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1. PLAISIO COMPUTERS JSC (Subsidiary), which is located in Sofia Bulgaria, in which the Company participates by 100%.
2. PLAISIO ESTATE JSC (Associate), which is located in Sofia Bulgaria, in which the Company participates by 20%.
3. 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 consolidated, but is a related party, as defined in paragraph 9 of IAS 24.
On December 31st 2017 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 2017 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 | 15 | 814 | 6 |
| Plaisio Computers JSC | 809 | 0 | 112 | 5.196 |
| Plaisio Estate JSC | 0 | 0 | 0 | 0 |
| Buldoza S.A. | 73 | 0 | 3 | 164 |
| Total | 883 | 15 | 928 | 5.366 |
More specifically and in order to identify further the above mentioned transactions some clarifications follow:
Plaisio Computers JSC invoiced Plaisio Computers S.A. for sales of merchandise to the latter with 112 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 (2017), Plaisio Estate S.A. decided during its Annual Shareholder Meeting that took place on 29.05.2017, to pay dividend to the Company of 37 th. Euro. The dividend was paid on 29.06.2017. Plaisio Estate JSC took the decision on 02.05.2017 to distribute to the Company dividend for 2016 of 10 th. Euro. The payment was made on 29.06.2017.
For the period 01.01.2017-31.12.2017, the transactions and remuneration of the managers and members of the Board of the Company including the social security contributions, came up to 665 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.
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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 31.12.2017.
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.
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 (31.12.2017):
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.
*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 17
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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 & 3016/2002, as they stand today.
8. Authority of the Board of Directors or of some members for issuance of new shares or for purchase of Company's own shares according to article 16 of c.l. 2190/1920.
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, according to article 16 of the Law 2190/1920. 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 the shareholders approved amongst others the share buyback program according to the article 16 of c.l. 2190/1920, as it is in force today, 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 (which is formed according to article 4, par. 8 of the law 3556/2007) 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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1. 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.
2. 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 6.000 th. Euro. Also, there is an older contract (877 th. Euro in 31.12.2016) signed with NBG in which the main shareholders have to hold at least 34% of the share capital.
b) Common Bond Loan from Eurobank (balance 31.12.2017: 6.000 th. Euro): the main shareholders have to hold the majority of the share capital throughout the duration of the contract.
3. 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.
4. There are no other shares categories that offer special voting rights. There are only common registered shares.
5. The Company has not been informed of such limitations.
6. Likewise, the Company has not been informed of such agreements.
7. For these issues the Memorandum of the Company does not differ from the obligations of the Law 2190/1920.
8. 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.
9. There are no such agreements. Hence, no analytical information is needed.
10. 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 2017, 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 2017 are presented in the tables below:
| (amounts in th. | 01.01.2013- | 01.01.2014- | 01.01.2015- | 01.01.2016- | 01.01.2017- |
|---|---|---|---|---|---|
| euro) | 31.12.2013 | 31.12.2014 | 31.12.2015 | 31.12.2016 | 31.12.2017 |
| Turnover | 282.739 | 297.548 | 271.985 | 282.990 | 286.098 |
| Gross Profit | 68.789 | 73.069 | 61.192 | 60.471 | 62.133 |
| E.B.T. | 19.448 | 22.270 | 9.345 | 6.551 | 7.288 |
| E.A.T. | 14.309 | 16.149 | 6.736 | 4.476 | 4.900 |
At the level of percentages, the performance of the Group for the same period is presented in the following table:
| 2014 vs 2013 | 2015 vs 2014 | 2016 vs 2015 | 2017 vs 2016 | |
|---|---|---|---|---|
| Turnover | 5,2% | (8,6%) | 4,0% | 1,1% |
| Gross Profit | 6,2% | (16,3%) | (1,2%) | 2,7% |
| E.B.T. | 14,5% | (58,0%) | (29,9%) | 11,3% |
| E.A.T. | 12,9% | (58.3%) | (33,6%) | 9,5% |
| Financial Indices | ||||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | Comments | ||
| Current Assets / Total Assets |
79,6% | 78,1% | These indices display the proportion of capital which | |
| Fixed Assets / Total Assets | 20,4% | 21,9% | has been used for current and fixed assets | |
| Net Equity / Total Liabilities |
139,6% | 141,8% | This index shows the relationship between equity and debt financing |
|
| Total Liabilities / Total Net Equity & Liabilities |
41,7% | 41,4% | This index shows the dependency of the company on | |
| Net Equity / Total Net Equity & Liabilities |
58,3% | 58,6% | loans | |
| Net Equity / Fixed Assets | 286,2% | 267,2% | This index shows the degree of financing of the fixed assets of the company from the Net Equity |
|
| Current Assets / Short term Liabilities |
251,6% | 209,4% | A liquidity ratio that measures a company's ability to pay short-term obligations. |
|
| Working Capital / Current Assets |
60,2% | 52,2% | This index shows the part of current assets which is financed by the working capital |
|
| Indices of Financial Performance | ||||
| 01.01-31.12.2017 | 01.01-31.12.2016 | Comments | ||
| EBT/ Total Sales | 2,5% | 2,3% | This index shows the total performance of the company in comparison to total sales |
|
| EBT / Net Equity | 8,1% | 7,6% | This index shows the yield of the company's equity | |
| Gross Profits / Total Sales | 21,7% | 21,4% | This index shows the GP in % over the sales |
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The total turnover of the Group in 2017 came up to 286.098 th. Euro, having increased by 1,1%, compared to 2016. The sales were decreased during the first half of the year (-3,4%), but in the second half the trend reversed and the sales increased by 5%.
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The sales of personal computers and digital equipment remained almost the same compared to 2016 figures (138.303 th. Euro and 139.750 th. Euro, respectively). The sales of the office products remained almost stable (+0,2%) to almost 95 million. Telephony sector was the one which contributed to the increase in the total sales. Telephony sector appeared an almost two-digit increase (9,3%), exceeding the 51 million Euro, compared to the 47 million Euro in 2016. The above changes in the turnover in every sector brought changes in the participation of each sector to the total turnover of the Group. As a result, the Telephony sector contributed by 18,0% to total sales in 2017, compared to 16,7% in 2016. The Office Equipment sector marginally decreased as it contributed by 33,1% in the consolidated sales, compared with 33,4% in 2016. Finally, the Computer & Digital Equipment Sector contributed 48,3% compared to 49,3% last year, although, this sector remains the one which contribute with the highest sales in the Group. Finally, the sales from services came up to 1.539 th. Euro.
| Office Equipment | Computer and Digital Equipment |
Telecom Equipment | Other | Total | |
|---|---|---|---|---|---|
| Revenue 2017 | 94.695 | 138.303 | 51.561 | 1.539 | 286.098 |
| Revenue 2016 | 94.463 | 139.750 | 47.183 | 1.594 | 282.990 |
| % Change | 0,2% | -1,0% | 9,3% | -3,5% | 1,1% |
The increase in the cost of sales by 0,7% was lower than the increase rate of the sales, resulting in the gross profit of the Group to amount to 62.133 th. Euro compared to 60.471 th. Euro in 2016, higher by 2,75%. Consequently, the gross profit margin increased and amounted to 21,72%.
The expenses of the Group, including the financial expenses, came up to 54.949 th. Euro, compared to 54.010 th. Euro last year, having increased by 1,7% and are analysed as follows:
| in th. Euros | 01.01-31.12.2017 | 01.01-31.12.2016 |
|---|---|---|
| Administrative Expenses | 6.275 | 6.920 |
| Distribution Expenses | 45.698 | 46.773 |
| Other Expenses / (Income) | 1.572 | (920) |
| Financial Income –Expenses | 1.443 | 1.317 |
| Earnings from Associates | (38) | (79) |
Despite the fact that, the administrative and the distribution expenses decrease, reflecting the effective cost control of the Management, the financial cost does not show any significant change and the Other Expenses/(Income) turned from positive in 2016 to negative in 2017 and burden the Group with 2,5 million Euro.
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). The negative effect in the results of 2017, amounted to 2.257 th. Euro (compared to income of 674 th. Euro in 2016) and it is, mainly, attributed to the Group's cash in foreign currency in combination with the exchange rate between Euro and US Dollar which was devaluated.
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The combination of the increase in the gross profit and the stability in the expenses drove to an increase of 11,26% in the earnings before taxes of the Group which came up to 7.288 th. Euro, compared to 6.551 th. Euro in 2016. The increase of the effective tax rate, by approximately 100 b.p. to 32,8% led earnings after taxes to increase by 9,48% and in consolidated terms to end up to 4.900 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. 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) | 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 |
| Total long-term debt | 11.273 | 877 | 11.273 | 877 |
| Total short-term debt | 1.604 | 14.584 | 1.604 | 14.584 |
| Total debt (A) | 12.877 | 15.461 | 12.877 | 15.461 |
| Minus: Cash & cash equivalents (B) | (49.862) | (42.792) | (48.774) | (42.051) |
| Net Debt (Liquidity) (A) - (B) | (36.985) | (27.331) | (35.897) | (26.590) |
B. Earnings before interest, taxes and depreciation/amortisation – EBITDA: Constitutes the most used measure of operating effectiveness, because it considers only the expenses that are relative with the daily operation of the Group and the Company. EBITDA is the sum of the operating results (Earnings before taxes, interest and investing results), the depreciation and the impairment. EBITDA expressed as a percentage to sales is calculated by dividing EBITDA with the Turnover.
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| EBITDA – EBITDA Margin | 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 |
| Operating Results (Earnings before taxes, financing & investing results) (A) |
8.693 | 7.789 | 8.683 | 7.826 |
| Total Depreciation (B) | 2.026 | 2.334 | 1.990 | 2.313 |
| EBITDA (A) + (B) = (Γ) | 10.719 | 10.123 | 10.673 | 10.139 |
| Turnover (D) | 286.098 | 282.990 | 281.146 | 279.020 |
| EBITDA Margin (C) / (D) | 3,75% | 3,58% | 3,80% | 3,63% |
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2017 was the year when the Greek economy developed after a multiannual recession period, as GDP increased by 1,4%. The investment in infrastructure, the income of the tourism and the exports, positively influenced the Greek economy. The private consumption slightly recovered in the first semester and, especially, in the second semester when the second evaluation was completed successfully by the Institutions, although, the trend was limited. In the retail sector, the indices showed a mixed trend, while the industrial production showed an increase. Moreover, there was a positive trend in the labour market, in which the unemployment decreased to 20,8%. The progressive improvement in the macroeconomic figures resulted in a credit rating upgrade of the Economy, the increase in the deposits which led to consecutive decreases in the dependence of the Greek banks from E.L.A.. Moreover, in the beginning of 2018, the Greek Economy raised funds from the bond market, after a three-year period. However, the high public debt, the slow movement on structural reforms and the high level of non-paid loans, still, burden the Economy. In such an environment, the estimations for 2018 are characterised by reserved optimism.
GDP growth rate is expected to come up to 2,4%, driven by the tourism and exports growing for one more year. There are indications that during the current year, some significant investments may start such as the project in the area of "Elliniko", the airport in Kastelli and highways in the Central and Western Greece. These investments are expected to trigger the employment and private investments.
On the other hand, the wealth of the Greek households constantly decreases due to the prolonged crisis, the tax measures focusing on higher tax payments by the individuals, the high insurance contributions for the companies and the individuals and the high level of unemployment (more than 20%). Also, there is no trend for increase in deposits and the salaries are in low levels. The products of the Group are addressed to all the income levels and for that reason the sales are elastic in relation to demand. However, Plaisio has proved its ability to adjust overtime to the needs of the Market and to create value for its shareholders and the Society. Taking all of the above into consideration, the Management observes and analyses on a continuous basis the volatile socioeconomic conditions in order to adjust its commercial policy, based on the flexible managerial structure and on the trained staff, in combination with the exceptional financial structure of the Group.
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1.1. Only the Parent Company has branches in Greece and operates twenty two stores in the Provinces of Attica, Thessalonica, Heraklion, 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 Board of Directors of the Company during its sitting on the 10th January 2018 elected Mr. Filippos Karagkounis as an independent, non-executive member of the BoD of the Company due to the replacement of the resigned independent, non-executive member Mr. Nikolaos Tsiros of Konstantinos. The Board of Directors constituted in a body for the rest of its service duration (until 02.04.2020). Moreover, the Board of Directors during its sitting approved, according to 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.
b) 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 2019. 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.
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.
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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 22 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 2017 was 1.365 and 1.292 employees respectively.
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 28
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 14001:2004 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 2017 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 2017:
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: The donation of PCs and office products to schools in Greece. In 2017, for the second consecutive year, the Company in combination with the Non-Governmental Organization "PROLIPSI", decided to offer the basic "tools" to the students of 35 primary schools in Athens, Salonica, Patra and in Larissa, Crete and Slamina. The voluntary team #plai_sou prepared 5.000 school bags in the beginning of the current academic year. In addttion, we distributed 2.500 healthy school meals through the program "DIATROFI" in co-operation with the Prolepsis Institute. Finally, Plaisio decided to proceed with a donation to a "special school" in Ilion.
3rd Action: The participation to the 9th Marathon that was organized by "ALMA ZOIS" and took place in Zappeio for the awareness of the society regarding the breast cancer with 431 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 2017, was the sixth 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: In 2016 Plaisio contributed to the street paper "Shedia", a member of the International Network of Street Papers-INSP. In 2017, Plaisio invited the sales men of this paper at the Company's headquarters and trained them on selling techniques that will be useful for them.
6th Action: The voluntary team #plai_sou participated to the 21st mission of "Naftilos – Love Drop" in the Aegean. In May 2017, a mission took place, constituted by 7 boats started from Anavisos and Lavrio with destination to Arkioi and Agathonisi. The aim was to offer medicines, technological equipment and office products in order to cover the needs of the small treatment rooms, the schools and the port stations.
To sum up, 2017 was a year of remarkable and numerous actions for the voluntary team #plai_sou. Despite all the actions and missions above, #plai_sou participated on the mission of the SOS Children's Villages in Tzia. Also, the voluntary team supported the people of the flooded areas in Mandra by offering food, water and temporary accommodation and, finally, adopted a wish from the Non-Governmental Organisation "Make-A-Wish".
The total personnel of the Group at the end of 2017 came up to 1.365 employees from which 54,7% were men and 45,3% women.
| Human Capital Sex Distribution | |||
|---|---|---|---|
| Human Capital | 2017 | Percentage % | |
| Male | 747 | 54,7% | |
| Female | 618 | 45,3% | |
| Total Human Capital | 1.365 | 100% |
The age distribution of the employees of the Group on 31.12.2017 is presented in the following table:
| Age Groups | Number of Employees | Percentage % |
|---|---|---|
| Up to 25 | 357 | 26,2% |
| 26-30 | 517 | 37,9% |
| 31-35 | 265 | 19,4% |
| 36-40 | 126 | 9,2% |
| 41 + | 100 | 7,3% |
| Total Human Capital | 1.365 | 100% |
It is obvious from the table above that almost 65% 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 appear 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 2017 took place trainings and seminars of total duration of 36.508 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 only factors that are exclusively taken into account are the experience, the personality, the theoretical knowledge, the qualifications, the efficiency and the abilities of the employee. 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 31
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, are consisted in the creation and retention of a business model which achieves to produce strong financial results, to enhance its already existed 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 9001:2008.
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) | 2017 | 2016 |
|---|---|---|
| Turnover | 286.098 | 282.990 |
| EBT | 7.288 | 6.551 |
| EAT | 4.900 | 4.476 |
| Market Capitalization | 91.835 | 83.904 |
| Total Assets | 154.999 | 147.326 |
| Dividend | 0,07 | 0,05 |
| Taxes | 2.388 | 2.075 |
| Depreciation | 2.026 | 2.334 |
| Employees | ||
| Total Employees | 1.365 | 1.344 |
| % Women Employees | 45,3% | 43,5% |
| % Women in Management Positions | 27% | 28% |
| % Women in Board of Directors | 17% | 17% |
| Number of workhours (participations times training hours) | 36.508 | 43.497 |
| Environment (in tones) | ||
| Recycling of batteries | 4,3 | 3,8 |
| Recycling of electrical appliances | 136 | 89,0 |
| Recycling of paper & cardboards | 255 | 182,6 |
|---|---|---|
| Recycling of toner | 30,6 | 9,1 |
| Recycling of cartridges | 3,9 | 4,8 |
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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
that the Company does not apply and explanation of the reasons for non-application
1.3 Practices of corporate governance that the company implements over the provisions of the law
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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)
5. Other managerial, supervisory bodies or committees of the Company
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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 3693/2008, which mandates the creation of Audit Committees and a number of significant disclosure obligations regarding the ownership and governance of companies, 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.
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 2190/1920, 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.
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.
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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.
- The BoD is not comprised by seven (7) to fifteen (15) members.
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 policy of diversity, including the genders equilibrium of the BoD members, as this has been adopted by the BoD will be available at the Company's site. In the Corporate Governance Code a special statement should be included: a) regarding the diversity policy of the Company for the composition of the BoD and the Management Team and b) the percentage of each gender's representation respectively.
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.
- There is no specific discern between the Chairman of the BoD and the CEO.
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.
- The BoD does not appoint an independent Vice-Chairman arising from its independent board members.
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.
- The BoD has not adopted as part of its internal rules, policies to ensure that the BoD holds enough information to make decisions regarding transactions between associated parties with the diligence of a prudent businessman. These policies should also be applied during transactions of the subsidiaries of the Company with the associated parties. Corporate Governance Statement should include a special report on the policies applied by the Company, regarding all the above-mentioned.
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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.
- There is no obligation for analytical disclosure of any professional bounds of the BoD members (including important non-executive bounds to companies and non-profitable organizations) before their appointment in 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.
- BoD members' maximum service is not four (4) years.
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.
- There is no committee for selecting candidates for the BoD.
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.
- There is no specific rule for the operation of the BoD.
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.
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- The BoD at the beginning of every calendar year does not adopt a calendar of convocations and a 12month program of actions, which is eligible to alterations, according to the Company's needs.
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.
- There is no provision for the support of the BoD during its work by a competent, specialized and experienced secretary, which will be present during the meetings.
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.
- There is no provision of programs for introductory information to the new members of the BoD or the constant education of the rest of the members.
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.
- There is no provision for supplying sufficient resources to the committees of the BoD for the fulfillment of their obligations and for the hiring of external consultants to the degree they are needed.
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.
- There is no institutional procedure that takes place every two (2) years, aiming to assess the effectiveness of the BoD and its committees. The BoD does not assess the performance of the Chairman of the BoD during a certain procedure which the independent vice-chairman directs, or if one does not exists another non-executive member does.
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.
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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.
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.
- The audit committee does not convene at least four (4) times per year.
This is explained by the call and meeting of the audit committee when substantial matters regarding the procedure of financial information and credibility of the financial reports of the Company rise. Besides, the aim is not conducting meetings without purpose, in order to cover the required by the CGC needed number but monitoring the effectiveness of internal audit procedures and management of risks the Company faces. Also the regular examination of its internal audit system, to ensure that the main risks are defined and faced effectively, that there is management of conflict of interests while conducting transactions with associated parties occur and that enough information regarding the financial performance of the Company is obtained. However, the audit committee informs the BoD, at least 4 times per year according to the Law, for results of its internal control. It is, also, noted the law 4449/2017 which referred to the Audit Control and it consists a European Law, does not include any provision regarding the minimum number that the Audit Committee should convene.
- There is no special and specific rule for the operation of the audit committee.
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.
- No specific funds are given out to the audit committee for the use of external services or consultants.
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.
Ι. Level and structure of the compensation
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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.
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.
From the above described procedure, it arises that the formation of such a specific committee is not necessary, since the duties and responsibilities of such a committee are efficiently performed by the BoD of the Company.
- In the contracts of the executive members of the BoD, there is no provision for the BoD to ask for part or full refund of the bonuses paid due to revised financial statements of previous years or in general wrong financial data that were used to calculate such a bonus.
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.
- The compensation of every executive member of the BoD is not approved by the BoD after the proposal of the audit committee, without the presence of its executive members.
This divergence is explained by the fact that such a committee does not exist.
- The Company has not adopted a special practice regarding communication with its shareholders that includes the policy of the Company for questions made from shareholders to the BoD.
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 article 39 of the law 2190/1920, 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.
Despite all the above-mentioned safeguards, the Company examines the possibility of adoption of a special policy, for upgrading the procedure for shareholders setting questions to the Company, through the Investors Relation
Service, although the direct communication of shareholders with BoD members is not considered to be necessary and appropriate.
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- No deviation was observed.
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.
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.
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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.
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.
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.
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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:
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)
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 which was the year that he retired.
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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.
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.
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2.3.3 The audit committee during 2017 (01.01.2017-31.12.2017) convened three (3) 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, 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,
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 conversion of shares of registered
g) The extension or abbreviation of the duration of the Company
h) The dissolution of the Company and the appointment of liquidators
i) The appointment of members of the BoD, apart from the case of article 11 of the present and
j) 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 the obligations of shareholders, f) the increase of share capital with some exceptions, g) the decrease of share capital, h) the issuance of Bond Loans according to articles 3a and 3b of 2190/1920, i) the alteration of the mode of distribution of profits, j) the merging, dispersion, alteration, revival of the Company, ja) the Company's dissolution, jb) the
giving or renewing of authority to the BoD for increase of share capital according to par. 1art. 6 of the Articles of Association, and jc) every other case for which the law determines, the General Assembly has a quorum and duly convokes when shareholders representing two thirds (2/3) of the paid share capital are represented.
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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 as it stands today.
3.2.1.2 In the General Assemble 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.
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, 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.
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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.
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:
e) a control mechanism that maybe exists in a system of participation of the employees, if control rights are not exerted directly by employees
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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 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 2190/1920. 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.
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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.
Magoula, March 30th, 2018 The Board of Directors
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, 2017, 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, 2017, 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 10 to the 31 December 2017 separate and consolidated financial statements, the Group and the Company's inventory is amounted to € 52.242 thousand and € 51.223 thousand respectively. These amounts include a provision for impairment of € 8.970 thousand and € 8.945 thousand respectively.
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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 policy and further information related to the valuation of inventory in Notes 2.11 and 10 of the separate and consolidated financial statements.
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 at the lower of cost and net realizable value.
-We also assessed the adequacy of the disclosures included in Notes 2.11 and 10 of the separate and consolidated financial statements.
As described in Note 11 to the 31 December 2017 separate and consolidated financial statements, the Group and the Company's trade receivables are amounted to € 17.609 thousand and € 17.674 thousand respectively. These amounts include a provision for impairment of € 4.242 thousand and € 4.170 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 and 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
the settlement of subsequent payments.
We consider recoverability of trade receivable a key audit matter because of the judgment involved and the assumptions used by the management.
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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.
-We also assessed the adequacy of the disclosures included in Note 11 of the separate and consolidated financial statements.
As described in Note 5 to the 31 December 2017 separate and consolidated financial statements, the Group and the Company's turnover is amounted to € 286.098 thousand and € 281.146 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 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.
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.
We also assessed the adequacy of the disclosures
included in Note 11 of the separate and consolidated financial statements.
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.
*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 54
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 31/12/2017.
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 4 consecutive years.
BDO Certified Public Accountant S.A. 449 Mesogion Av, Athens- Ag. Paraskevi, Greece Reg. SOEL: 173
Ag. Paraskevi, March 30, 2018 Certified Public Accountant
Antonios Anastasopoulos Reg. SOEL: 33821
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(Figures in thousand €)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 01.01- 31.12.17 | 01.01-31.12.16 | 01.01-31.12.17 | 01.01- 31.12.16 | ||
| Note | |||||
| Turnover | 5 | 286.098 | 282.990 | 281.146 | 279.020 |
| Cost of Sales | (223.964) | (222.519) | (220.916) | (220.237) | |
| Gross Profit | 62.133 | 60.471 | 60.230 | 58.783 | |
| Other operating income | 22 | 104 | 91 | 71 | 60 |
| Distribution expenses | (45.698) | (46.773) | (44.252) | (45.510) | |
| Administrative expenses | (6.275) | (6.920) | (5.794) | (6.427) | |
| Other (expenses)/income | (1.572) | 920 | (1.572) | 920 | |
| ΕΒΙΤ | 8.693 | 7.789 | 8.683 | 7.826 | |
| Finance Income | 229 | 150 | 276 | 160 | |
| Finance Expense | (1.672) | (1.467) | (1.640) | (1.438) | |
| Share of profit of Associates | 38 | 79 | - | - | |
| Profit before tax | 7.288 | 6.551 | 7.320 | 6.548 | |
| Income tax | 23 | (2.388) | (2.075) | (2.394) | (2.074) |
| Profit after tax | 4.900 | 4.476 | 4.926 | 4.473 | |
| Equity holders of the parent | 4.900 | 4.476 | 4.926 | 4.473 | |
| Non-controlling interests | 0 | 0 | - | - | |
| Other Comprehensive Income: | |||||
| Items that will not be reclassified to | |||||
| Comprehensive Income Statement: | |||||
| Actuarial loss | 18 | 157 | (596) | 157 | (596) |
| Deferred Tax | 18 | (46) | 173 | (46) | 173 |
| Total Comprehensive Income after taxes | 5.012 | 4.053 | 5.038 | 4.050 | |
| Profit of the period attributable to: | |||||
| Equity holders of the parent | 5.012 | 4.053 | 5.038 | 4.050 | |
| 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 | 27 | 0,2220 | 0,2027 | 0,2232 | 0,2026 |
| Diluted earnings per share | 27 | 0,2220 | 0,2027 | 0,2232 | 0,2026 |
| Proposed Dividend per share | 28 | - | - | 0,0700 | 0,0500 |
| EBITDA | 10.719 | 10.123 | 10.673 | 10.139 |
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(Figures in thousand €)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| Assets | Note | 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 |
| Tangible Assets | 6 | 24.940 | 26.019 | 24.856 | 25.972 |
| Intangible Assets | 6 | 1.151 | 725 | 1.130 | 693 |
| Advance Payments for Fixed Assets | 0 | 0 | 0 | 0 | |
| Investments in subsidiaries | 7 | 0 | 0 | 4.072 | 4.072 |
| Investments in associates | 7 | 1.157 | 1.167 | 225 | 225 |
| Other investments | 8 | 24 | 54 | 24 | 54 |
| Deferred tax asset | 17 | 3.587 | 3.681 | 3.572 | 3.672 |
| Other non-current assets | 9 | 692 | 683 | 669 | 641 |
| Non-Current assets | 31.553 | 32.329 | 34.549 | 35.330 | |
| Inventories | 10 | 52.242 | 50.737 | 51.223 | 49.514 |
| Trade receivables | 11 | 17.609 | 15.922 | 17.674 | 15.959 |
| Other receivables | 12 | 3.733 | 5.546 | 3.627 | 5.454 |
| Cash and cash equivalents | 13 | 49.862 | 42.792 | 48.774 | 42.051 |
| Current assets | 123.446 | 114.997 | 121.297 | 112.978 | |
| Total Assets | 154.999 | 147.326 | 155.846 | 148.307 | |
| Shareholders' Equity and Liabilities | |||||
| Share capital | 14 | 7.285 | 7.286 | 7.285 | 7.286 |
| Share Premium | 14 | 844 | 844 | 844 | 844 |
| Own Shares | 0 | (19) | 0 | (19) | |
| Other Reserves | 15 | 25.039 | 24.880 | 24.761 | 24.602 |
| Retained earnings | 57.133 | 53.401 | 58.968 | 55.210 | |
| Shareholders' Equity | 90.301 | 86.393 | 91.858 | 87.924 | |
| Non-current borrowing | 16 | 11.273 | 877 | 11.273 | 877 |
| Provision for employee benefits | 18 | 1.708 | 1.820 | 1.708 | 1.820 |
| Other non-current provisions | 19 | 218 | 782 | 218 | 782 |
| Deferred Income | 20 | 2.428 | 2.531 | 2.428 | 2.531 |
| Non-current Liabilities | 15.626 | 6.009 | 15.626 | 6.009 | |
| Trade payables | 21 | 30.559 | 25.957 | 30.110 | 25.664 |
| Tax liabilities | 5.454 | 3.474 | 5.234 | 3.283 | |
| Current borrowing | 16 | 1.604 | 14.584 | 1.604 | 14.584 |
| Current provisions | 19 | 1.565 | 1.120 | 1.565 | 1.120 |
| Other current liabilities | 21 | 9.889 | 9.788 | 9.849 | 9.723 |
| Current Liabilities | 49.072 | 54.923 | 48.362 | 54.374 | |
| Total Shareholders' Equity and Liabilities | 154.999 | 147.326 | 155.846 | 148.307 |
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(Figures in thousand €)
THE GROUP
| Other Reserves and | ||||||
|---|---|---|---|---|---|---|
| Share Capital | Share Premium | Retained Earnings | Own Shares | Total | ||
| Equity at the beginning of the period (01.01.2016) | 7.286 | 844 | 75.995 | (8) | 84.118 | |
| Total Comprehensive Income after Tax | 0 | 0 | 4.053 | 0 | 4.053 | |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 | |
| Return of Share Capital | 0 | 0 | 0 | 0 | 0 | |
| Purchase of Own Shares | 0 | 0 | 0 | (11) | (11) | |
| Distributed Dividend | 0 | 0 | (1.766) | 0 | (1.766) | |
| Equity at the end of the period (31.12.2016) | 7.286 | 844 | 78.281 | (19) | 86.393 | |
| Equity at the beginning of the period (01.01.2017) | 7.286 | 844 | 78.281 | (19) | 86.393 | |
| Total Comprehensive Income after Taxes | 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 | 0 | 0 | 0 | 0 | 0 | |
| Distributed Dividend | 0 | 0 | (1.104) | 0 | (1.104) | |
| Equity at the end of the period (31.12.2017) | 7.286 | 844 | 82.189 | (19) | 90.301 |
| Other Reserves and | |||||
|---|---|---|---|---|---|
| Share Capital | Share Premium | Retained Earnings | Own Shares | Total | |
| Equity at the beginning of the period (01.01.2016) | 7.286 | 844 | 77.528 | (8) | 85.651 |
| Total Comprehensive Income after Tax | 0 | 0 | 4.050 | 0 | 4.050 |
| Increase of Capital | 0 | 0 | 0 | 0 | 0 |
| Return of Share Capital | 0 | 0 | 0 | 0 | |
| Purchase of Own Shares | 0 | 0 | 0 | (11) | (11) |
| Distributed Dividend | 0 | 0 | (1.766) | 0 | (1.766) |
| Equity at the end of the period (31.12.2016) | 7.286 | 844 | 79.812 | (19) | 87.924 |
| Equity at the beginning of the period (01.01.2017) | 7.286 | 844 | 79.812 | (19) | 87.924 |
| Total Comprehensive Income after Taxes | 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 | 0 | 0 | 0 | 0 | 0 |
| Distributed Dividend | 0 | 0 | (1.104) | 0 | (1.104) |
| Equity at the end of the period (31.12.2017) | 7.286 | 844 | 83.746 | (19) | 91.858 |
___________________________________________________________________________
(Figures in thousand €)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 01.01- 31.12.2017 01.01- 31.12.2016 | 01.01- 31.12.2017 01.01- 31.12.2016 | ||||
| Operating Activities | |||||
| Profit before tax | 7.288 | 6.551 | 7.320 | 6.548 | |
| Adjustments for: | |||||
| Depreciation / amortization | 2.156 | 2.534 | 2.120 | 2.513 | |
| Amortization of subsidies | (130) | (200) | (130) | (200) | |
| Provisions | 520 | (108) | 520 | (108) | |
| Foreign Exchange differences | 230 | (622) | 230 | (622) | |
| Results (income, expenses, profit and loss) from investing activities |
(38) | (79) | 0 | 0 | |
| Interest expenses and related costs | 1.443 | 1.317 | 1.363 | 1.278 | |
| Plus/less adjustments for changes in working capital or related to operating activities |
|||||
| Decrease / (increase) in inventories | (1.505) | (7.907) | (1.709) | (7.722) | |
| Decrease / (increase) in receivables | 47 | (430) | 14 | (688) | |
| (Decrease) / increase in liabilities | 4.664 | 417 | 4.532 | 321 | |
| Less: | |||||
| Interest expenses and related expenses paid | (1.765) | (1.534) | (1.733) | (1.505) | |
| Income tax paid | (923) | (325) | (953) | (382) | |
| Total inflows / (outflows) from operating activities (a) | 11.986 | (385) | 11.575 | (566) | |
| Investing Activities | |||||
| Acquisition of subsidiaries, affiliated companies, joint ventures and other investments |
0 | (15) | 0 | (15) | |
| (Increase)/ Decrease of Share Capital of Subsidiaries, Affiliated Companies, Joint Ventures &f Other Investments |
0 | 74 | 0 | 74 | |
| Purchase of property, plant, equipment and intangible assets |
(1.504) | (1.875) | (1.440) | (1.823) | |
| Received interests | 229 | 141 | 229 | 141 | |
| Received dividends | 47 | 19 | 47 | 19 | |
| Total inflows / (outflows) from investing activities (b) | (1.228) | (1.656) | (1.164) | (1.604) | |
| Financing Activities | |||||
| Decrease from return of share capital | 0 | 0 | 0 | 0 | |
| Proceeds from issued borrowings | 18.000 | 6.908 | 18.000 | 6.908 | |
| Acquisition of own shares | 0 | (11) | 0 | (11) | |
| Re-payments of borrowings | (20.584) | (2.092) | (20.584) | (2.092) | |
| Dividends paid | (1.104) | (1.766) | (1.104) | (1.766) | |
| Total inflows / (outflows) from financing activities (c) | (3.688) | 3.038 | (3.688) | 3.038 | |
| Net increase / (decrease) in cash and cash equivalents for the period (a) + (b) + (c) |
7.070 | 998 | 6.723 | 868 | |
| Cash and cash equivalents at the beginning of the period | 42.792 | 41.794 | 42.051 | 41.183 | |
| Cash and cash equivalents at the end of the period | 49.862 | 42.792 | 48.774 | 42.051 |
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 7.
___________________________________________________________________________
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 2017 on March 30th 2018.
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, 2016.
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:
IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017 - Endorsed by the EU on 6 November 2017).
These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities.
The amendment to IAS 7 disclosed in note 16.
IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods beginning on or after 1 January 2017 - Endorsed by the EU on 6 November 2017).
These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value.
Annual Improvements to IFRSs (2014 – 2016 Cycle) (effective for annual periods beginning on or after 1 January 2017 – Endorsed by the EU on 7 February 2018)
The amendement clarified that the disclosures requirement of IFRS 12 are applicable to interest in entities classified as held for sale or distribution according to IFRS 5, except for the summarised financial information required (par B10-B16).
___________________________________________________________________________
There are a number of standards and interpretations which have been issued by the IASB that are effective in future accounting periods.
IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model used today. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39.
The Group will adopt the new standard in 2018, by adjusting the beginning balance of the retained earnings and the Group will not adjust the comparable year 2017. The most basic categories that will be influenced are analyzed below:
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 will proceed with the calculation of the impairment of the financial assets based on the expected credit losses. This calculation will not significantly affect the formed provision in the financial statements of the Group.
The classification and the measurement of the financial assets of the Group will not be significantly affected from the adoption of the standard. Moreover, the investments of the Group should be measured in fair value and the respective changes in the fair value should be recognized in the results, a fact which will not significantly influence the financial statements of the Group.
It is not expected any significant effect in the financial liabilities of the Group, given that they are not measured in fair value.
It is expected that the application of the IFRS 9, will not have any significant effect in the financial statements of the Group and the Company. The necessary notes will be included in the statement regarding the new requirements of the standard.
IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods beginning on or after 1 January 2018 – Endorsed by the EU on 22 September 2016) & IFRS 15 (Clarifications) (effective for annual periods beginning on or after 1 January 2018 – Endorsed by the EU on 31 October 2017)
The objective of the standard is to provide a single, comprehensive revenue recognition model. IFRS 15 establishes a fivestep model which will be applied for revenues gained from contract with a customer and the underlying principle is that an entity will recognize revenue in a way that it will depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.
The new standard will be adopted and applied by the Group from the 1st January 2018. At the first application of the IFRS 15, the Group will apply the standard for 2018 and for the previous periods. The Group will recognize the accumulated result of the application of the IFRS 15 for all the contracts which were not completed on the 1st January 2018 as 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:
1) Revenue from providing specific services (e.g. warranty extension) was recognized on the selling date based on the IAS 18. According to IFRS 15, a company should recognize the revenue when it fulfils a liability with the delivery of a
product or a service. The aforementioned amendment in the accounting treatment is in force, only, in the cases in which the customer can purchase the warranty independently from the product. In the cases, that the warranty is included in the price of the product but there is not the choice to purchase the product without the warranty, then the warranty is recognized based on the IAS 37.
___________________________________________________________________________
In the cases of vouchers in force on 1st January 2018, lower revenue from product sales.
The Group evaluated the relative revenues, implementing the five-step approach described in the standard, in order to detect the areas that may be affected. Some contract liabilities will be appeared subtractive to the turnover influencing the gross profit and the distribution expenses, without a significant effect in the earnings after taxes. Significant effects in the earnings and losses compared with the current accounting treatment may happen, only, triggered by commercial reasons. Based on the current estimation of the Management, IFRS 15 will not significantly affect the financial statements of the Company at its first adoption and at the later ones.
IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019 – Endorsed by the EU on 31 October 2017)
IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in 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 Management of the Group estimates that the aforementioned standard will significantly affect the parent and the consolidated statement of financial position due to the fact that the present value of the future leasing payments for building leases and other agreements (mainly vehicles) will be recognized as right-of-use asset in total assets and as right-of-use liability in total liabilities.
For the moment, the future leasing payments are presented in the financial statements in their nominal value (note 26).
The amendments below will not significantly affect the financial statements of the Company and the Group.
IFRIC 22 "Foreign currency transactions and advance consideration" (effective for annual periods beginning on or after 1 January 2018 – it has not yet been endorsed by the EU).
The interpretation provides guidance on how to determine the date of the transaction when applying the standard on foreign currency transactions. The Interpretation applies where an entity either pays or receives consideration in advance for foreign currency denominated contracts.
IFRIC 23 "Uncertainty over Income Tax Treatments" (effective for annual periods beginning on or after 1 January 2019 – it has not yet been endorsed by the EU).
The interpretation is to be applied when there is uncertainty over income tax treatments under IAS 12. 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.
___________________________________________________________________________
IFRS 17 "Insurance Contracts" (effective for annual periods beginning on or after 1 January 2021 – it has not yet been endorsed by the EU).
The standard measures insurance contracts either under a general model or a simplified version at current value. Companies will report estimated future payments to settle incurred claims on a discounted basis and use current discount rates that reflect the characteristics of the financial risks as well as a risk adjustment for non-financial risk.
IFRS 4 (Amendments) "Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts" (effective for annual periods beginning on or after 1 January 2018 – Endorsed by the EU on 3 November 2017).
The amendments introduce two approaches. The amended standard will:
a) give all companies that issue insurance contracts the option to recognise in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts standard is issued; and
b) give companies whose activities are predominantly connected with insurance an optional temporary exemption from applying IFRS 9 until 2021.
IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018 – Endorsed by the EU on 26 February 2018).
The amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority.
Annual Improvements to IFRSs (2014 – 2016 Cycle) (effective for annual periods beginning on or after 1 January 2018 – Endorsed by the EU on 7 February 2018)
The amendments clarified that when venture capital organisations, mutual funds, unit trusts and similar entities use the election to measure their investments in associates or joint ventures at fair value through profit or loss (FVTPL), this election should be made separately for each associate or joint venture at initial recognition.
IFRS 1 has been amended to remove short-term exemptions which are no longer applicable and had been available to entities for reporting periods that have now passed.
IAS 40 (Amendments) "Transfers of Investment Property" (effective for annual periods beginning on or after 1 January 2018 – it has not yet been endorsed by the EU).
___________________________________________________________________________
The amendments clarified that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition and the change must be supported by evidence. A change in management's intentions alone does not constitute evidence of change in use.
IFRS 9 (Amendments) "Prepayment Features with Negative Compensation" (effective for annual periods beginning on or after 1 January 2019 – it has not yet been endorsed by the EU).
The amendment clarifies that an entity can measure at amortised cost some prepayable financial assets with negative compensation. The assets affected, that include some loans and debt securities, would otherwise have been measured at fair value through profit or loss (FVTPL). Negative compensation arises when the prepayment amount could be less than unpaid amounts of principal and interest.
IAS 28 (Amendments) "Long-term Interests in Associates and Joint Ventures" (effective for annual periods beginning on or after 1 January 2019 – it has not yet been endorsed by the EU).
The amendment clarifies that an entity should apply IFRS 9 to other financial instruments in an associate or joint venture to which the equity method is not applied. These include long-term interests that, in substance, form part of the entity's net investment in an associate or joint venture.
Annual Improvements to IFRSs (2015 – 2017 Cycle) (effective for annual periods beginning on or after 1 January 2019 – it has not yet been endorsed by the EU)
The amendment clarifies that when an entity obtains control over a previously held interest in a joint operation that is a business, it must remeasure its previously held interest at the acquisition-date fair value and recognize any difference as a gain or loss.
The amendment clarifies that when an entity participates in a joint operation that is a business and obtains joint control, it must not remeasure its previously held interest at the acquisition-date fair value.
The amendment clarifies that the income tax consequences of dividends must be recognized at the same time as the liability to pay those dividends is recognized and in the same statement where the entity originally recognised the past transactions or events that generated the distributable profits from which the dividends are being paid.
The amendment clarifies that once a qualifying asset funded through specific borrowings becomes ready for its intended use or sale, those borrowings then become part of the pool of general borrowings. Therefore, from that date, the rate applied on those borrowings is included in the determination of the capitalisation rate applied to general borrowings.
IAS 19 (Amendments) "Plan Amendment, Curtailment or Settlement" (effective for annual periods beginning on or after 1 January 2019 – it has not yet been endorsed by the EU)
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The amendment specifies that entities should determine pension expenses when changes to a defined benefit pension plan occur during an annual reporting period, by requiring the use of the updated assumptions to determine current service cost and net interest for the remainder of the reporting period after the date of change to the plan.
IFRS 10 and IAS 28 (amendment) "Sales or contributions of assets between an investor and its associate/joint venture" (deferred indefinitely – it has not yet been endorsed by the EU)
The amendment will be adopted by the companies in the future for the sales or contributions of assets for periods starting following the 01.01.2016. The Company will evaluate the effect of the aforementioned amendment in its financial statements, even if it is not expected any effect.
Subsidiaries are all entities over which the Group has the power to govern, directly or indirectly, the financial and operating policies.
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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, plus costs directly attributable to the acquisition. 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.
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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.
70
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.
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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.
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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, while if classified as investment properties they are not depreciated but presented in their fair value.
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 13). 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 2017, were 11.273 th. Euro (877 th. Euro on 31.12.2016), the short-term bond loans were 1.604 th. Euro (584 th. Euro on 31.12.2016). From the total bond loans (12.877 th. Euro), the 6.877 th. Euro refers to two common bond loans from NBG, while the remaining 6.000 th. Euro refers to a common bond loan with floating interest rate from Eurobank SA..
The short-term bank loans were null in 31.12.2017 (14.000 th. Euro in 31.12.2016). 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 short-term bank loans of the Company were repaid (14.000 th. Euro in 31.12.2016) and the total debt decreased to 12.877 th. Euro from 15.461 th. Euro in 31.12.2016. 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 120 th. Euro and 140 th. Euro on 31.12.2017 and 31.12.2016 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 120 th. Euro and 140 th. Euro on 31.12.2017 and 31.12.2016 respectively.
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The level of the interest rates is positively influenced in a micro-economic level 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 inventory on 31.12.2017 was translated in almost the average sales of a quarter of the corporate year).
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 11.
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.
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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.
| 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 CROUP 31.12.2016 | 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 | 39.219 | 0 | 0 | 0 |
| Loans & Interest | 14.859 | 621 | 301 | 0 |
| Total | 54.078 | 621 | 301 | 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 | 45.193 | 0 | 0 | 0 |
| Liabilities | ||||
| Loans & Interest | 2.056 | 2.704 | 7.399 | 2.274 |
| Total | 47.248 | 2.704 | 7.399 | 2.274 |
| THE COMPANY 31.12.2016 | 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 | 38.670 | 0 | 0 | 0 |
| Loans & Interest | 14.859 | 621 | 301 | 0 |
| Total | 53.528 | 621 | 301 | 0 |
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 an increase in trade payables, while the loans and the interests are decreased and with longer due dates.
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, for the current and the next year, 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 order to maintain the effective capital structure for the shareholders, the Management can propose to the General Assembly the adjustment of the dividend yield depending the conditions, or the return of the share capital to the shareholders (this happened based on the results of 2014), and in case of need for working capital, the increase of share capital with cash.
In the following two tables information for the net borrowing of the Group and the Company is given.
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| THE GROUP | 31.12.2017 | 31.12.2016 |
|---|---|---|
| Total Loans | 12.877 | 15.461 |
| Minus: Cash & cash equivalents | (49.862) | (42.792) |
| Net Borrowing | (36.985) | (27.331) |
| THE COMPANY | 31.12.2017 | 31.12.2016 |
| Total Loans | 12.877 | 15.461 |
| Minus: Cash & cash equivalents | (48.774) | (42.051) |
| Net Borrowing | (35.897) | (26.590) |
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 2017 the basic accounting principles and assumptions of the Balance Sheet of December 31st 2016 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 separately. 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 2017 were as follows:
| Segment Reporting | |||||
|---|---|---|---|---|---|
| 01.01.2017 - 31.12.2017 | Office Products | PCs & Digital | Telecommunications | Other | Total |
80
| Technology | |||||
|---|---|---|---|---|---|
| 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 |
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The segment results for the year ending on 31st December 2016 were as follows:
| Segment Reporting | |||||||
|---|---|---|---|---|---|---|---|
| 01.01.2016 - 31.12.2016 | Office Products | PCs & Digital Technology |
Telecommunications | Other | Total | ||
| Total Gross Sales per segment | 95.767 | 142.506 | 48.056 | 1.594 | 287.923 | ||
| Inter company Sales | (1.303) | (2.756) | (873) | 0 | (4.933) | ||
| Net Sales | 94.463 | 139.750 | 47.183 | 1.594 | 282.990 | ||
| EBITDA | 4.394 | 3.948 | 1.532 | 249 | 10.123 | ||
| % EBITDA / Net Sales | 4,65% | 2,82% | 3,25% | 15,62% | 3,58% | ||
| Operating Profit / (Loss) EBIT | 3.381 | 3.038 | 1.178 | 192 | 7.789 | ||
| Finance cost | (1.238) | ||||||
| Income tax expense | (2.075) | ||||||
| Earnings After Taxes | 4.476 |
| CHANGES | Office Products | PCs & Digital Technology |
Telecommunications | Other | Total |
|---|---|---|---|---|---|
| Net Sales | 0,2% | -1,0% | 9,3% | -3,5% | 1,1% |
| EBITDA | 6,3% | 2,0% | 15,1% | 4,9% | 5,9% |
| % ΕΒΙΤDA / Net Sales | 0,3 | 0,1 | 0,2 | 1,4 | 0,2 |
| Operating Profit / (Loss) (EBIT) | 12,0% | 7,5% | 21,3% | 10,6% | 11,6% |
| Finance Cost | 13,5% | ||||
| Income Tax Expense | 15,1% | ||||
| Earnings / (Loss) After Taxes | 9,5% |
The total turnover of the Group in 2017 came up to 286.098 th. Euro, having increased by 1,1%, compared to 2016. The sales decreased during the first half of the year (-3,4%), but in the second half the trend reversed and the sales increased by 5%. In addition, in combination with the lower increase of the cost of sales, the gross profit improved by 7%, and as a result, for the whole year increased by 2,8%. Improved performance was achieved in the operation results and in EBITDA. The sales of personal computers and digital equipment remained almost the same compared to 2016 figures (138.303 th. Euro and 139.750 th. Euro, respectively). The sales of the office products remained almost stable (+0,2%) to almost 95 million Euro. Telephony sector was the one which contributed to the increase in the total sales. Telephony sector appeared an almost two-digit increase (9,3%), exceeding the 51 million Euro, compared to the 47 million Euro in 2016. The above changes in the turnover in every sector brought changes in the participation of each sector to the total turnover of the Group. As a result, the Telephony sector contributed by 18,0% to total sales in 2017, compared to 16,7% in 2016. The Office Equipment sector marginally decreased as it contributed by 33,1% in the consolidated sales, compared
with 33,4% in 2016. Finally, the Computer & Digital Equipment contributed by 48,3% from 49,3% to the total sales, although, this sector remains the one which contribute with the highest sales in the Group. Finally, the sales from services came up to 1.539 th. Euro.
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Regarding the performance indexes, it was observed an increase to all three operating categories, both in EBITDA and in EBITDA expressed in sales terms. Over time, the most efficient sector is that of Office Products, while in 2017, the most significant increase in EBITDA appeared the Telephony sector.
The distribution of consolidated assets and liabilities for 31.12.2017 and 31.12.2016 per segment is analyzed as follows:
| PCs & Digital | ||||
|---|---|---|---|---|
| 31.12.2017 | Office Products | Technology | Telecommunications | Total |
| Assets of the Sector | 23.120 | 34.142 | 12.589 | 69.851 |
| Non distributed Assets | - | - | - | 85.148 |
| Consolidated Assets | 154.999 | |||
| PCs & Digital | ||||
| 31.12.2017 | Office Products | Technology | Telecommunications | Total |
| Liabilities of the Sector | 10.115 | 14.937 | 5.507 | 30.559 |
| Non distributed Liabilities | - | - | - | 124.440 |
| Consolidated Liabilities | 154.999 | |||
| Office Products | PCs & Digital | Telecommunications | ||
| 31.12.2016 | Technology | Total | ||
| Assets of the Sector | 22.251 | 33.294 | 11.114 | 66.659 |
| Non distributed Assets | - | - | - | 80.667 |
| Consolidated Assets | 147.326 | |||
| Office Products | PCs & Digital | Telecommunications | ||
| 31.12.2016 | Technology | Total | ||
| Liabilities of the Sector | 8.665 | 12.965 | 4.328 | 25.957 |
| Non distributed Liabilities | - | - | - | 121.369 |
| Consolidated Liabilities | 147.326 |
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 2017, the subsidiary achieved an increase in sales of more than 15%.
| 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 | Total Assets | |
| 01.01.2016 - 31.12.2016 | 31.12.2016 | |
| Greece | 279.020 | 148.307 |
| Bulgaria | 8.903 | 3.019 |
| Consolidated Sales / Assets (after the necessary omissions) | 282.990 | 147.326 |
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:
___________________________________________________________________________
| THE GROUP Tangible & Intangible Assets |
Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Intangible Assets |
Total |
|---|---|---|---|---|---|
| Acquisition Value | |||||
| Book Value on January 1st 2017 | 45.154 | 13.936 | 325 | 5.421 | 64.836 |
| Additions | 43 | 411 | 1.048 | 2 | 1.504 |
| Disposals | 0 | (1.297) | 0 | 0 | (1.297) |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | 45.197 | 13.051 | 1.373 | 5.423 | 65.043 |
| Depreciation | |||||
| Book Value on January 1st 2017 | (20.106) | (12.966) | 0 | (5.021) | (38.092) |
| Additions | (1.461) | (503) | 0 | (192) | (2.156) |
| Disposals | 0 | 1.297 | 0 | 0 | 1.297 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | (21.567) | (12.172) | 0 | (5.213) | (38.952) |
| Net Book value on December 31st 2017 | 23.631 | 879 | 1.373 | 210 | 26.092 |
| Net Book value on December 31st 2016 | 25.048 | 970 | 325 | 400 | 26.744 |
| THE GROUP |
|---|
| ----------- |
| Tangible & Intangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Intangible Assets |
Total |
|---|---|---|---|---|---|
| Acquisition Value | |||||
| Book Value on January 1st 2016 | 43.900 | 14.300 | 53 | 5.381 | 63.636 |
| Additions | 242 | 244 | 1.021 | 368 | 1.875 |
| Disposals | 0 | (665) | 0 | (9) | (674) |
| Transfers | 1.012 | 58 | (750) | (320) | 0 |
| Book value on December 31st 2016 | 45.154 | 13.936 | 325 | 5.421 | 64.836 |
| Depreciation | |||||
|---|---|---|---|---|---|
| Book Value on January 1st 2016 | (18.644) | (12.742) | 0 | (4.847) | (36.232) |
| Additions | (1.462) | (890) | 0 | (183) | (2.534) |
| Disposals | 0 | 665 | 0 | 9 | 674 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Book value on December 31st 2016 | (20.106) | (12.966) | 0 | (5.021) | (38.092) |
| Net Book value on December 31st 2016 | 25.048 | 970 | 325 | 400 | 26.744 |
| Net Book value on December 31st 2015 | 25.256 | 1.559 | 53 | 535 | 27.403 |
| Tangible & Intangible Assets | Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Intangible Assets |
Total |
|---|---|---|---|---|---|
| Acquisition Value | |||||
| Book Value on January 1st 2017 | 45.154 | 13.656 | 325 | 5.350 | 64.485 |
| Additions | 43 | 347 | 1.048 | 2 | 1.440 |
| Disposals | 0 | (1.271) | 0 | 0 | (1.271) |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Book value on December 31st 2017 | 45.197 | 12.733 | 1.373 | 5.352 | 64.655 |
| Depreciation Book Value on January 1st 2017 Additions Disposals Transfers Book value on December 31st 2017 Net Book value on December 31st 2017 Net Book value on December 31st 2016 |
(20.106) (1.461) 0 0 (21.567) 23.631 25.048 |
(12.732) (478) 1.271 0 (11.939) 794 925 |
0 0 0 0 0 1.373 325 |
(4.982) (182) 0 0 (5.163) 189 369 |
(37.819) (2.120) 1.271 0 (38.669) 25.986 26.666 |
|---|---|---|---|---|---|
| THE COMPANY Tangible & Intangible Assets |
Land & Buildings |
Furniture & Other Equipment |
Under construction Assets |
Intangible Assets |
Total |
| Acquisition Value Book Value on January 1st 2016 Additions |
43.900 242 |
14.003 220 |
53 1.021 |
5.329 341 |
63.286 1.823 |
___________________________________________________________________________
| Book value on December 31st 2016 | 45.154 | 13.656 | 325 | 5.350 | 64.485 |
|---|---|---|---|---|---|
| Depreciation | |||||
| Book Value on January 1st 2016 | (18.644) | (12.484) | 0 | (4.802) | (35.930) |
| Additions | (1.462) | (872) | 0 | (179) | (2.513) |
| Disposals | 0 | 624 | 0 | 0 | 624 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Book value on December 31st 2016 | (20.106) | (12.732) | 0 | (4.982) | (37.819) |
| Net Book value on December 31st 2016 | 25.048 | 925 | 325 | 369 | 26.666 |
| Net Book value on December 31st 2015 | 25.256 | 1.520 | 53 | 527 | 27.356 |
Disposals 0 (624) 0 0 (624) Transfers 1.012 58 (750) (320) 0
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 2017 amounted to 1.504 th. Euro and 1.440 th. Euro respectively. The total acquisition of fixed assets of the Group and the Company for 2016 amounted to 1.875 th. Euro and 1.823 th. Euro respectively. The disposals appeared above for the current period concern fully depreciated fixed assets. The under construction assets relate to a new web platform for the e-commerce and the digital marketing and the construction of a new store, which were not used as at the date of the balance sheet.
83
The companies that are included in the annual financial statements are the following:
___________________________________________________________________________
| Company | Activity | Country | % Percentage | Connection | Consolidation Method | |
|---|---|---|---|---|---|---|
| Plaisio Computers S.A. | Trade of PCs and Office | Greece | Parent | Parent | - | |
| Products | ||||||
| Trade of PCs and Office | ||||||
| Plaisio Computers JSC | Products | Bulgaria | 100% | Direct | Total Consolidation | |
| 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 2017 and December 31st 2016 was:
| 31.12.2017 | 31.12.2016 | |
|---|---|---|
| Plaisio Computers JSC | 4.072 | 4.072 |
The participation in affiliated companies on December 31st 2017 and December 31st 2016 is analyzed as follows:
| PARTICIPATION IN AFFILIATED COMPANIES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Plaisio Estate S.A. | 916 | 924 | 13 | 13 | |
| Plaisio Estate JSC | 241 | 243 | 212 | 212 | |
| Total participation in affiliated companies | 1.157 | 1.167 | 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 May 29th 2017, of the Annual Shareholders Meeting, decided to pay dividend for the corporate year 2016 and the respective share for the Company was 37 th. Euro. The dividend paid on 29.06.2017. Plaisio Estate JSC, also paid dividend of 10 th. Euro to the Company, for the financial year of 2016, on 29.06.2017, as a result of the decision taken on the annual General Assembly of 02.05.2017.
The changes in participations that are consolidated via net equity are analyzed as follows:
___________________________________________________________________________
| 2017 | 2016 | |
|---|---|---|
| 1st January | 1.167 | 1.172 |
| Capital Increase / (Decrease) | 0 | (74) |
| Percentage of results from participations accounted with the method of Net Equity | 38 | 79 |
| Dividend from participations accounted with the method of Net Equity | (47) | (10) |
| 31st December | 1.157 | 1.167 |
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 2017 and December 31st 2016 are analyzed as follows:
| OTHER INVESTMENTS THE GROUP |
THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| 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 |
| 509 | 509 | 509 | 509 | |
| Impairement High-tech Park Acropolis Athens S.A. | (484) | (454) | (484) | (454) |
| Total other long-term investments | 24 | 54 | 24 | 54 |
The participation of the Company in the above companies on December 31st 2017 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 |
85
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 2017 and December 31st 2016 are analyzed as follows:
___________________________________________________________________________
| OTHER NON-CURRENT ASSETS | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Long-term guarantees | 692 | 683 | 669 | 641 | |
| Total | 692 683 |
669 | 641 |
The Group and Company's inventories on December 31st 2017 and December 31st 2016 are analyzed as follows:
| INVENTORIES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Inventories of merchandise | 55.103 | 56.818 | 54.059 | 55.572 | |
| Inventories of finished products | 795 | 727 | 795 | 727 | |
| Inventories of raw materials | 9 | 11 | 9 | 11 | |
| Inventories of consumables | 671 | 599 | 671 | 599 | |
| Down payments to vendors | 4.635 | 3.842 | 4.635 | 3.842 | |
| 61.212 | 61.997 | 60.168 | 60.751 | ||
| Minus: Provision for devaluation | (8.970) | (11.260) | (8.945) | (11.237) | |
| Net realizable value of inventories | 52.242 | 50.737 | 51.223 | 49.514 |
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.
On 31.12.2017 the total inventory remained at the 2016 levels amounting 61.212 th. Euro and 60.168 th. Euro, while the provision for devaluation was 8.970 th. Euro and 8.945 th. Euro for the Group and for the Company respectively. The respective amounts for 2016 was 61.997 th. Euro and 60.751 th. Euro (Inventory), and 11.260 th. Euro and 11.237 th. Euro (Provision for devaluation) for the Group and the Company. The provision for devaluation is estimated by taking into account the inventory turnover which was improved due to the significant higher sales achieved by the Group in the 2nd half of the year. On 31.12.2017 the provision for inventory devaluation formed to 14,7% compared to 18,2%. The main reason for the decrease in percentage is the revaluation of the devaluation rates by the Management, based on the current market conditions.
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 2017 and December 31st 2016 are analyzed as follows:
| TRADE AND OTHER RECEIVABLES | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Receivables from customers | 19.321 | 18.130 | 18.506 | 17.238 |
| Cheques and bills receivables | 2.529 | 2.567 | 2.529 | 2.567 |
| Receivables prior to Impairments | 21.850 | 20.697 | 21.035 | 19.805 |
| Minus: Impairment | (4.242) | (4.775) | (4.170) | (4.700) |
| Net Receivables customers | 17.609 | 15.922 | 16.864 | 15.105 |
| Receivables from subsidiaries | 0 | 0 | 809 | 854 |
| Receivables from associates | 0 | 0 | 0 | 0 |
| Total trade and other receivables | 17.609 | 15.922 | 17.674 | 15.959 |
Despite the increase in the trade receivables by 1.153 th. Euro compared to 2016 the ageing and the insurance terms have been improved. Taking the above into account, the percentage of the formed provision for the current year appeared a decrease (19,4% compared to 23,1% in 2016), but remained in a satisfactory high level confirming the conservative policy of the Management.
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 | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Provision of Doubtful Receivables 01/01 | 4.775 | 5.137 | 4.700 | 5.062 |
| Net change of Provision | (534) | (362) | (530) | (362) |
| Provision of Doubtful Receivables 31/12 | 4.242 | 4.775 | 4.170 | 4.700 |
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:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| 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 | 20.732 | (3.124) | 17.609 | 19.442 | (3.521) | 15.922 |
| Delayed 91-180 | ||||||
| days | 236 | (236) | 0 | 211 | (211) | 0 |
| Delayed 181 + | ||||||
| days | 882 | (882) | 0 | 1.044 | (1.044) | 0 |
| Total | 21.850 | (4.242) | 17.609 | 20.697 | (4.775) | 15.922 |
___________________________________________________________________________
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| THE COMPANY | Receivables before Impairment |
Impairment | Receivables after impairment |
Receivables before Impairment |
Impairment | Receivables after impairment |
| Receivables from | ||||||
| Subsidiaries | 809 | 0 | 809 | 854 | 0 | 854 |
| Receivables from | ||||||
| Associates | 0 | 0 | 0 | 0 | 0 | 0 |
| Less than 90 days | 19.979 | (3.115) | 16.864 | 18.610 | (3.506) | 15.105 |
| Delayed 91-180 | ||||||
| days | 230 | (230) | 0 | 207 | (207) | 0 |
| Delayed 181 + | ||||||
| days | 826 | (826) | 0 | 987 | (987) | 0 |
| Total | 21.844 | (4.170) | 17.674 | 20.659 | (4.700) | 15.959 |
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 31.12.2017 and 31.12.2016 are analyzed as follows:
| OTHER RECEIVABLES | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |||
| Income Tax Assets | 80 | 1.735 | 80 | 1.735 | ||
| Deferred expenses | 682 | 615 | 674 | 598 | ||
| Other receivables | 2.971 | 3.195 | 2.873 | 3.121 | ||
| 3.733 | 5.546 | 3.627 | 5.454 |
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", due to the fact that down-payment for 2014 exceeded the respective liability for 2015 and was sufficient to cover the tax liability of 2016 and consequently, in 31.12.2016 the receivable which presented in accounting terms appeared an increase. The Group proceeds to impairment tests and forms the relevant provisions regularly at each balance sheet date.
___________________________________________________________________________
Cash and Cash equivalents for the Group and the Company on 31.12.2017 and 31.12.2016 are analyzed as follows:
| CASH AND CASH EQUIVALENTS | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Cash in hand | 5.198 | 4.803 | 5.150 | 4.752 | |
| Short-term bank deposits | 44.664 | 37.989 | 43.624 | 37.299 | |
| Total | 49.862 | 42.792 | 48.774 | 42.051 |
The composition of cash and cash equivalents per currency is the following (all amounts are in the euro € currency)
| THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Euro | 41.383 | 29.747 | 41.372 | 29.734 | |
| Other Currencies | 8.479 | 13.045 | 7.402 | 12.317 | |
| Total | 49.862 | 42.792 | 48.774 | 42.051 |
The increase in cash and cash equivalents by 16,5% of the Group came from the effective cash management, despite the repayment of the short-term debt in 2017.
In parallel, the Group significantly amended the ratio of Euro to other currencies to its cash and cash equivalents (from 69,5% to 83,0%) in order to limit its exposure in dollars, given increasing trend of Euro throughout 2017. 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 | |
|---|---|---|---|---|---|
| st January 2017 1 |
22.080.000 | 0,33 | 7.286 | 844 | 8.131 |
| 31st December 2017 | 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 31.12.2017 and 31.12.2016 are analysed as follows:
| Actuarial Losses | |||||
|---|---|---|---|---|---|
| Legal Reserves | Special Reserves | Other Reserves | Reserves | Total | |
| THE GROUP | |||||
| 1 January 2016 | 4.721 | 20.338 | 612 | (400) | 25.272 |
| Changes during the year | 22 | 0 | 10 | (423) | (391) |
| 31 December 2016 | 4.743 | 20.338 | 622 | (823) | 24.880 |
| 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 |
| Actuarial Losses | |||||
|---|---|---|---|---|---|
| Legal Reserves | Special Reserves | Other Reserves | Reserves | Total | |
| THE COMPANY | |||||
| 1 January 2016 | 4.644 | 20.159 | 612 | (400) | 25.015 |
| Changes during the year | 0 | 0 | 10 | (423) | (413) |
| 31 December 2016 | 4.644 | 20.159 | 622 | (823) | 24.602 |
| 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 |
A legal reserve is created under the provisions of Greek law (Law 2190/20, 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 18.
The liabilities for loans for the Group and the Company on 31.12.2017 and 31.12.2016 are analyzed as follows:
| LOANS | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Long Term Loans | |||||
| Bond Loans | 11.273 | 877 | 11.273 | 877 | |
| Total Long Term Loans | 11.273 | 877 | 11.273 | 877 | |
| Short Term Loans | |||||
| Bank Loans | 0 | 14.000 | 0 | 14.000 |
| Bond Loans | 1.604 | 584 | 1.604 | 584 |
|---|---|---|---|---|
| Total Short Term Loans | 1.604 | 14.584 | 1.604 | 14.584 |
| Total Loans | 12.877 | 15.461 | 12.877 | 15.461 |
___________________________________________________________________________
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 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 |
| 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 |
| 9.184 | 1.461 | 10.645 | |
| Balance on 01 January 2016 | |||
| Cash Flows | |||
| Proceeds from issued borrowings | 6.908 | 0 | 6.908 |
| Re-payments of borrowings Balance on 31 December 2016 |
(2.092) 14.000 |
0 1.461 |
(2.092) 15.461 |
| Reclassification from long-term to short-term debt |
584 | (584) | 0 |
| Balance on 31 December 2016 | 14.584 | 877 | 15.461 |
| THE COMPANY | Amounts due in the next one year | Amounts due in more than a year | Total |
| Balance on 01 January 2016 | 9.184 | 1.461 | 10.645 |
| Cash Flows | |||
| Proceeds from issued borrowings | 6.908 | 0 | 6.908 |
| Re-payments of borrowings | (2.092) | 0 | (2.092) |
| Balance on 31 December 2016 | 14.000 | 1.461 | 15.461 |
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
short-term debt 584 (584) 0 Balance on 31 December 2016 14.584 877 15.461
92
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
|---|---|---|---|---|
| Between 1 and 2 years | 2.333 | 584 | 2.333 | 584 |
| Between 2 and 5 years | 6.720 | 293 | 6.720 | 293 |
| Over 5 years | 2.220 | 0 | 2.220 | 0 |
| 11.273 | 877 | 11.273 | 877 |
___________________________________________________________________________
In 2017, the Management of the Company decided to refinance its short-term bank loans by bond loans with longterm repayment terms.
As a result, the short-term bank loans of the Company fully repaid (14.000 th. Euro in 31.12.2016) and the decrease of the total debt to 12.877 th. Euro from 15.461 th. Euro in 31.12.2016.
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 31.12.2017, exceed the total of bank debt.
The long term bank loans appeared an increase of approximately 11,4 mil. Euro compared to the end of 2016 while the total debt appeared a decrease by 2.584 th. Euro and refers to:
On 31.12.2017 and 31.12.2016 the Company and the Group has complied with the above mentioned covenants.
The level of the interest rates is positively influenced in a micro-economic level 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.
(Figures in th. euro)
The deferred income tax for the Group and the Company on 31.12.2017 and on 31.12.2016 is analyzed as follows:
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Deferred tax liabilities | 1.443 | 1.915 | 1.443 | 1.915 |
| Deferred tax assets | 5.031 | 5.596 | 5.016 | 5.587 |
| 3.587 | 3.681 | 3.572 | 3.672 |
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-16 | 1.375 | 184 | 1.559 |
| Debit/(Credit) in the P&L Statement | 54 | 302 | 356 |
| 31-Dec-16 | 1.429 | 486 | 1.915 |
| 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 |
| Difference in | Valuation of Derivative | ||
| THE COMPANY | depreciation | Contracts | Total |
| 1-Jan-16 | 1.375 | 184 | 1.559 |
| Debit/(Credit) in the P&L Statement | 54 | 302 | 356 |
| 31-Dec-16 | 1.429 | 486 | 1.915 |
| 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
| Provision for | Provision for | Actuarial | |||||
|---|---|---|---|---|---|---|---|
| Provision for | personnel | devaluation of | Other | Tax | Profits | ||
| THE GROUP | Receivables | compensation | stock | Provisions | Losses | Reserve | Total |
| 1-Jan-16 | 1.089 | 171 | 3.188 | 833 | 2 | 163 | 5.446 |
| (Debit)/Credit in | |||||||
| the P&L | (59) | 20 | 73 | (56) | (2) | 0 | (23) |
| Statement | |||||||
| Credit in Equity | - | - | - | - | - | 173 | 173 |
| 31-Dec-16 | 1.030 | 192 | 3.260 | 776 | 0 | 336 | 5.596 |
| 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 |
| THE COMPANY | Provision for Receivables |
Provision for personnel compensation |
Provision for devaluation of stock |
Other Provisions |
Tax Losses |
Actuarial Profits Reserve |
Total |
|---|---|---|---|---|---|---|---|
| 1-Jan-16 | 1.083 | 171 | 3.187 | 832 | 0 | 163 | 5.436 |
| (Debit)/Credit in | |||||||
| the P&L | (58) | 20 | 72 | (57) | 0 | 0 | (23) |
| Statement | |||||||
| Credit in Equity | - | - | - | - | - | 173 | 173 |
| 31-Dec-16 | 1.025 | 192 | 3.259 | 775 | 0 | 336 | 5.587 |
| 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 |
___________________________________________________________________________
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 31.12.2017, given that the financial statements of the subsidiary company Plaisio Computers JSC, do not present Deferred Tax Liability but only asset.
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:
| 31.12.2016 | 31.12.2017 | 31.12.2016 | |
|---|---|---|---|
| 1.820 | 1.154 | 1.820 | 1.154 |
| (315) | (211) | (315) | (211) |
| 360 | 281 | 360 | 281 |
| (157) | 596 | (157) | 596 |
| 1.708 | 1.820 | 1.708 | 1.820 |
| 31.12.2017 |
The details and basic principles of the actuarial study for the periods ending on 31.12.2017 and 31.12.2016 are analyzed as 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
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Service Cost | 163 | 119 | 163 | 119 |
| Amended Past Service Cost | 0 | 0 | 0 | 0 |
| Interest Cost | 31 | 24 | 31 | 24 |
| Termination Benefits/ Impact of Curtailments / Settlements |
166 | 138 | 166 | 138 |
| Total Charge to Income Statement | 360 | 281 | 360 | 281 |
___________________________________________________________________________
| THE GROUP | THE COMPANY | |||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| MAIN ACTUARIAL PRINCIPLES | ||||
| Discount rate | 2,0% | 1,7% | 2,0% | 1,7% |
| Rate of compensation increase | 2,25% | 2,25% | 2,25% | 2,25% |
| THE GROUP | THE COMPANY | |||
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Actuarial (gains)/losses of commitment for defined benefit plans due to empirical adjustments |
(596) | (70) | (596) | (70) |
| Actuarial (gains)/losses of commitment for defined benefit plans due to change of admissions |
753 | (526) | 753 | (526) |
| Actuarial (Gains)/Losses of the period | 157 | (596) | 157 | (596) |
| Corresponding Deferred Tax | (46) | 173 | (46) | 173 |
| Deferred Tax due to change of the Tax Rate | 0 | 0 | 0 | 0 |
| Total | 111 | (423) | 111 | (423) |
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 31.12.2017.
The balances of accounts of provisions for the Group and the Company on December 31st 2017 and December 31st 2016 are analyzed respectively as follows:
| OTHER PROVISIONS | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| Note. | 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Long-term provisions | |||||
| Provision for un-audited tax periods | (a) | 0 | 564 | 0 | 564 |
| Provision for bringing the stores in | |||||
| their primary condition according to | (b) | 218 | 218 | 218 | 218 |
| the lease contracts | |||||
| Total Long-term provisions | 218 | 782 | 218 | 782 | |
| Short-term provisions | |||||
| Provision for computer guarantees | (c) | 1.565 | 1.120 | 1.565 | 1.120 |
| Total short-term provisions | 1.565 | 1.120 | 1.565 | 1.120 | |
| Total Provisions | 1.783 | 1.902 | 1.783 | 1.902 |
(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 23. 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 25.
___________________________________________________________________________
(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 1.565 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. Euro. It is noted that the total amount of the subsidy came up to 4.412 th. Euro.
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 01.01.2017-31.12.2017 the depreciation of grants came up to 130 th. Euro.
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 | ||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Long-Term | 2.428 | 2.531 | 2.428 | 2.531 |
| Short-Term (Note 21) | 118 | 130 | 118 | 130 |
| 2.546 | 2.661 | 2.546 | 2.661 |
97
Suppliers and related current liabilities for the Group and the Company on 31.12.2017 and 31.12.2016 are analyzed as follows:
___________________________________________________________________________
| SUPPLIERS AND RELATED CURRENT LIABILITIES | THE GROUP | THE COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | ||
| Trade payables | 30.559 | 25.957 | 30.110 | 25.664 | |
| Advance payments of clients | 1.222 | 1.048 | 1.194 | 997 | |
| Payable Dividends | 25 | 25 | 25 | 25 | |
| Liabilities to insurance companies | 1.269 | 1.275 | 1.269 | 1.275 | |
| Deferred Income (Note 20) | 118 | 130 | 118 | 130 | |
| Creditors | 4.662 | 4.683 | 4.650 | 4.669 | |
| Other current liabilities | 2.593 | 2.627 | 2.593 | 2.627 | |
| 40.448 | 35.745 | 39.959 | 35.387 |
All the aforementioned liabilities are short-term and there is no need to be discounted at the date of the Balance Sheet. The increase in trade payables on 31.12.2017 is temporary and it is attributed to the increased orders in the last month of the year.
The Other Income of the Group and of the Company for 2017 and 2016 are analyzed as follows:
| OTHER INCOME | THE GROUP | THE COMPANY | ||
|---|---|---|---|---|
| 01.01-31.12.2017 | 01.01-31.12.2016 | 01.01-31.12.2017 | 01.01-31.12.2016 | |
| Sales of waste material | 26 | 27 | 26 | 27 |
| Other income | 72 | 52 | 39 | 22 |
| Reimbursements and other grants | 6 | 11 | 6 | 11 |
| Total | 104 | 91 | 71 | 60 |
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 2017 (29%) and 2016 (29%) respectively, is analyzed as follows:
| INCOME TAX | THE GROUP | THE COMPANY | ||||
|---|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |||
| Income tax expense | 2.291 | 1.696 | 2.291 | 1.696 | ||
| Deferred income tax | 48 | 379 | 54 | 378 | ||
| Tax Audit Differences | 613 | 0 | 613 | 0 | ||
| Provision for un-audited tax years | (564) | 0 | (564) | 0 | ||
| Total | 2.388 | 2.075 | 2.394 | 2.074 |
___________________________________________________________________________
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 paragraph 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 from the tax authorities is in progress.
For the financial year of 2017, 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 31.12.2017 and 31.12.2016 can be analyzed as follows
___________________________________________________________________________
| PURCHASING COMPANY | ||||||
|---|---|---|---|---|---|---|
| Plaisio | Plaisio | |||||
| Computers | Plaisio Estate | Computers | Plaisio Estate | |||
| INTRA-COMPANY SALES | S.A. | S.A. | 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 |
| INTRA-COMPANY SALES | Plaisio Computers S.A. |
Plaisio Estate S.A. |
Plaisio Computers JSC |
Plaisio Estate JSC |
Buldoza S.A. | Total |
|---|---|---|---|---|---|---|
| Plaisio Computers S.A. | - | 6 | 4.888 | 0 | 179 | 5.074 |
| Plaisio Estate S.A. | 1.191 | - | 0 | 0 | 0 | 1.191 |
| Plaisio Computers JSC | 44 | 0 | - | 0 | 0 | 44 |
| Plaisio Estate JSC | 0 | 0 | 120 | - | 0 | 120 |
| Buldoza S.A. | 1 | 0 | 0 | 0 | - | 1 |
| Total | 1.237 | 6 | 5.008 | 0 | 179 | 6.431 |
| Plaisio | ||||||
|---|---|---|---|---|---|---|
| COMPANY THAT HAS THE | Computers | Plaisio Estate | Plaisio | Plaisio Estate | ||
| RECEIVABLE | S.A. | S.A. | Computers JSC | 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 |
___________________________________________________________________________
| 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 | 854 | 0 | 63 | 918 |
| Plaisio Estate S.A. | 8 | - | 0 | 0 | 0 | 8 |
| 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 | 8 | 0 | 854 | 0 | 63 | 926 |
The transactions with the members of the Board of Directors and the Management from the beginning of the period are analyzed as follows:
01.01.2017 - 31.12.2017
| THE GROUP | THE COMPANY | |
|---|---|---|
| Transactions with members of the Board of Directors and Key Managers | 627 | 627 |
| Claims to members of the Board of Directors and Key Managers | 0 | 0 |
| 627 | 627 |
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 31.12.2017 are presented as follows:
___________________________________________________________________________
The Company has received the "Tax Compliance Report" without any provision up to the corporate year ended 31.12.2016 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 23. 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. The tax audit for 2012 from the tax authorities is in progress.
For the financial year of 2017, 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 31.12.2016 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 2017, 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 31.12.2017.
___________________________________________________________________________
The parent Company has issued letters of guarantee as security of good contract execution with customers, etc. which amount to 1.679 th. Euro in 31st December 2017 (31 December 2016: 1.621 th. Euro). Also, the Company has letter of credits for imports of products which amount to 1.483 th. Euro (31 December 2017: 1.483 th. Euro).
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 | |||||
|---|---|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |||
| Up to 12 months | 4.836 | 5.260 | 4.632 | 5.056 | ||
| From 13-60 months | 18.017 | 19.786 | 17.239 | 19.007 | ||
| Over 60 months | 20.240 | 19.341 | 17.616 | 17.007 | ||
| Total | 43.093 | 44.387 | 39.486 | 41.070 |
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.
During the previous period, the Company purchased 2.835 treasury shares with average acquisition price of 3,99 Euro and the weighted average number of shares for the period ended up to 22.076.868. Diluted earnings per share are calculated by adjusting the average number of shares to the effects of all the potential titles convertible to common shares.
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 | ||
|---|---|---|---|---|
| 31.12.2017 | 31.12.2016 | 31.12.2017 | 31.12.2016 | |
| Profit/(Loss) attributable to equity holders | ||||
| of the Company (in th. €) | 4.900 | 4.476 | 4.926 | 4.473 |
| Weighted Avg. No of shares (in th. €) | 22.076 | 22.077 | 22.076 | 22.077 |
| Basic Earnings per share (in €) | 0,2220 | 0,2027 | 0,2232 | 0,2026 |
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On March 30th 2018, 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 2017 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 is a 15% with-held tax to the incomes distributed from companies as dividends.
On 30th of March 2017, the Board of Directors of the Company proposed on the annual General Assembly of the Shareholders the distribution of dividend of 5 eurocents per share (gross amount) or of total amount of 1.104 th. Euro.
The Group's and the Company's employed personnel on December 31st 2017 was 1.365 and 1.292 employees respectively. Accordingly, on December 31st 2016 the Group's and the Company's employed personnel was 1.344 and 1.267 employees respectively.
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:
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a) the Board of Directors of the Company during its sitting on the 10th January 2018 elected Mr. Filippos Karagkounis as independent, non-executive member of the BoD of the Company due to the replacement of the resigned independent, non-executive member Mr. Nikolaos Tsiros of Konstantinos. The Board of Directors constituted in a body for the rest of its service duration (until 02.04.2020). 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. 449/2017, 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.
b) 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 2019. 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.
Magoula, March 30th 2018
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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