Annual Report • May 5, 2021
Annual Report
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INTRALOT Group
ANNUAL FINANCIAL REPORT (based on the Article 4 of L.3556/2007) FOR THE PERIOD ENDED December 31, 2020 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
| Representation of the Members of the Board of Directors 4 | |
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| REPORT OF THE BOARD OF DIRECTORS-INTRALOT GROUP 5 Explanatory Report on Article 4 par. 7 & 8 of L. 3556/2007 93 |
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| CORPORATE GOVERNANCE STATEMENT 97 | |
| Independent Auditor's Report 117 | |
| ANNUAL FINANCIAL STATEMENTS 122 INCOME STATEMENT OF THE GROUP / COMPANY FOR THE YEAR 2020 122 |
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| STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE YEAR 2020 123 | |
| INCOME STATEMENT OF THE GROUP / COMPANY FOR THE 4th QUARTER OF 2020 124 | |
| STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP / COMPANY FOR THE 4th QUARTER OF | |
| 2020 125 | |
| STATEMENT OF FINANCIAL POSITION OF THE GROUP/COMPANY 126 | |
| STATEMENT OF CHANGES IN EQUITY OF THE GROUP 127 | |
| STATEMENT OF CHANGES IN EQUITY OF THE COMPANY 128 | |
| CASH FLOW STATEMENT OF THE GROUP/COMPANY 129 | |
| 1. GENERAL INFORMATION 130 | |
| 2. NOTES TO ANNUAL FINANCIAL STATEMENTS 130 | |
| 2.1.1 Basis of preparation of the Financial Statements 130 |
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| 2.1.2 Statement of compliance 132 |
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| 2.1.3 Financial Statements 132 |
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| 2.1.4 Changes in accounting policies 132 |
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| 2.1.5 Basis of Consolidation 137 | |
| 2.1.6 Business combination and goodwill 138 | |
| 2.1.7 Foreign Currency Translation 140 | |
| 2.1.8 Tangible assets 141 | |
| 2.1.9 Borrowing costs 142 | |
| 2.1.10 Investment properties 142 | |
| 2.1.11 Intangible assets 142 | |
| 2.1.12 Financial instruments 144 |
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| 2.1.13 Inventories 150 | |
| 2.1.14 Trade and other short-term receivables 151 | |
| 2.1.15 Cash and Cash Equivalents 151 | |
| 2.1.16 Long Term Liabilities 151 | |
| 2.1.17 Provisions and Contingent Liabilities 151 | |
| 2.1.18 Leases 152 | |
| 2.1.19 Share capital – Treasury shares 153 | |
| 2.1.20 Share Based Payments 153 | |
| 2.1.21 Staff Retirement Indemnities 153 | |
| 2.1.22 State Insurance Programs 153 | |
| 2.1.23 Revenue recognition 154 | |
| 2.1.24 Taxes 155 | |
| 2.1.25 Government grants 156 | |
| 2.1.26 Earnings per share 156 2.1.27 EBITDA & EBIT 157 |
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| 2.1.28 Significant accounting judgments, estimates and assumptions 158 | |
| 2.2 INFORMATION PER SEGMENT 161 |
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| 2.3 OTHER OPERATING INCOME 165 |
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| 2.4 STAFF COSTS 165 |
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| 2.5 DEPRECIATION AND AMORTIZATION 166 |
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| 2.6 EXPENSES BY NATURE 166 |
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| 2.7 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS 166 |
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| 2.8 GAIN/(LOSSES) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE-OFF OF ASSETS 167 |
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| 2.9 OTHER OPERATING EXPENSES 167 |
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| 2.10 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME 168 |
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| 2.11 EXCHANGE DIFFERENCES 168 |
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| 2.12 INCOME TAXES 168 |
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| 2.13 EARNINGS / (LOSSES) PER SHARE 171 |
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| 2.14 TANGIBLE FIXED ASSETS 172 |
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| 2.15 INVESTMENT PROPERTIES 175 |
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| 2.16 INTANGIBLE ASSETS 176 |
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| 2.17 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 182 |
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| 2.18 OTHER FINANCIAL ASSETS 183 |
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| 2.19 OTHER LONG-TERM RECEIVABLES 183 |
| 2.20 | TRADE AND OTHER SHORT-TERM RECEIVABLES 184 | |
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| 2.21 | INVENTORIES 186 | |
| 2.22 | CASH AND CASH EQUIVALENTS 186 | |
| 2.23 | SHARE CAPITAL, TREASURY SHARES AND RESERVES 186 | |
| 2.24 | DIVIDENDS 191 | |
| 2.25 | DEBT 191 | |
| 2.26 | STAFF RETIREMENT INDEMNITIES 196 | |
| 2.27 | SHARED BASED BENEFITS 198 | |
| 2.28 | OTHER LONG-TERM LIABILITIES 198 | |
| 2.29 | TRADE AND OTHER CURRENT LIABILITES 198 | |
| 2.30 | FINANCIAL ASSETS AND LIABILITIES 199 | |
| 2.31 | SUPPLEMENTARY INFORMATION 206 | |
| A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION 206 | ||
| I. Full consolidation 206 | ||
| II. Equity method 208 | ||
| III. Acquisitions 209 | ||
| IV. New Companies of the Group 209 | ||
| V. Changes in ownership percentage / Consolidation method change 209 | ||
| VI. Subsidiaries' Share Capital Increase 210 | ||
| VII. Strike off - Disposal of Group Companies 210 | ||
| VIII. Discontinued Operations 211 | ||
| IX. Companies merge 216 | ||
| X. Termination / suspension of gaming licenses 216 | ||
| XI. Material partly-owned subsidiaries 217 | ||
| XII. Investments in companies consolidated with the equity method 222 | ||
| B. REAL LIENS 225 | ||
| C. PROVISIONS 226 | ||
| D. PERSONNEL EMPLOYED 226 | ||
| E. RELATED PARTY DISCLOSURES 226 | ||
| 2.32 | CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS 227 | |
| A. | LITIGATION CASES 227 | |
| B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES 233 | ||
| Ι) COMPANY AND SUBSIDIARIES 233 | ||
| ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES 234 | ||
| B. | COMMITMENTS 235 | |
| I) | Guarantees 235 | |
| II) Other commitments 235 | ||
| 2.33 | FINANCIAL RISK MANAGEMENT 236 | |
| 2.34 | APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES" 240 | |
| 2.35 | COMPARABLES 241 | |
| 2.36 | SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS 241 | |
| 2.37 | CORONOVIRUS PANDEMIC (COVID-19) IMPACT 244 | |
| 2.38 | SUBSEQUENT EVENTS 245 | |
The
As far as we know:
CERTIFY THAT
manner the assets and liabilities, equity and results of the Company and the companies included in the consolidated financial statements taken as a total.
b. The attached Board of Directors' annual report truly presents the course, the performance and the position of the Company and the companies included in the consolidated financial statements taken as a total, including the description of the most important risks and uncertainties they are facing.
c. The attached Financial Statements are those approved by the Board of Directors of "INTRALOT S.A." on May 5, 2021 and have been published to the electronic address www.intralot.com.
The designees
| Sokratis P. Kokkalis | Chrysostomos D. Sfatos | Ioannis K. Tsoumas |
|---|---|---|
| Chairman of the Board of Directors and Group CEO |
Member of the Board and Deputy Group CEO |
Member of the Board |
Dear Shareholders,
In the past year INTRALOT continued its strategy of placing emphasis on strategic developed markets, demonstrating its technological leadership through the roll-out of next-generation products and services, supporting our clients and upgrading their performance in serving their mission.
INTRALOT exhibited strong resilience against the effects of the COVID-19 pandemic that severely disrupted the majority of business activities, especially in the areas of sports, leisure, and entertainment. At the same time, the pandemic changed the workspace environment and increased the use of online services. We were able to stand up to these challenges with minimal operational impact by seamlessly switching to work-from-home mode, placing particular emphasis on health standards at workspace and adapting HR policies flexibly. Commercially, we succeeded in containing lock-down induced losses in disrupted operations, mainly in Australia, Morocco, Malta, and South America. In the US, Intralot Inc. not simply avoided revenue loss, but at the same time decreased its operational costs and boosted its profitability by record numbers and launched two new Sport Betting products on its novel INTRALOT Orion Sports Betting platform.
Apart from the pandemic effects, we were able to complete a successful roll-out of our new microservices oriented Lotos X suite of products in The Netherlands, including the award winning Photon-X camera based terminal, demonstrating the enormous potential of our next-generation Lottery platform and hardware, and launched new online products and services to address the growing i-Lottery demand.
Commercially, we achieved to extend key contracts such as Georgia Lottery Corporation COAM monitoring system through 2029 in the US, win extension in Australian Lottery West through 2026 and in New Zealand through 2025, as well as sign a contract in The Netherlands with NLO for its retail sportsbook with full deployment of the Orion platform.
At the same time, the Company's management dedicated significant resources to improve and optimize its Capital Structure through negotiations with Noteholders of the 2021 and 2024 notes and launched a process that will be completed in 2021H1.
As we look towards the future, we would like to thank all of our stakeholders for their trust in our Group and to reassure them that our unwavering commitment to ethics, transparency, integrity, and responsible gaming will continue to guide our efforts to achieve sustainable and responsible growth.
Regarding the financial results of INTRALOT Group for 2020, revenue presented a decrease of 16,6%, with group turnover amounting to €364,8 million, compared to €437,3 million in 2019. Earnings before interest, tax, depreciation and amortization (EBITDA), amounted to €66,2 million from €64,6 million in 2019, showcasing an increase of 2,5%, as the organic growth boosted by the significant growth of our US operations in both Lottery and Sports Betting, and the one-off sales in Canada, Illinois, the Netherlands and Germany, combined with the operating expenses containments across all jurisdictions, managed to fully absorb the impact from Inteltek's contract discontinuation post August 2019, Morocco's and Netherlands' revised commercial terms, and COVID-19 impact in all key regions. EBITDA increase was also partially counterbalanced by the adverse FX impact of currencies movement across many key markets (mainly Argentina and Turkey). Earnings before taxes (EBT) decreased to €-94,1 million, from €-75,2 million in 2019, while Group net income after minority interests amounted to €-104,1 million, from €-105,4 million in 2019. The above results do not include the discontinued operations of the Group's subsidiaries in Poland, Bulgaria, Italy, and Peru. As regards to the parent company results, turnover decreased by 15,0% to €47,7 million in 2020, while earnings after tax amounted to €-40,6 million, from €-9,7 million in 2019.
In 2020, group Operating Cash-flow from total operations posted a decrease and stood at €37,7 million, versus €61,3 million in 2019. Excluding the operating cash-flow contribution of our discontinued operations (mainly Bulgaria) and the capital structure optimization expenses paid within 2020, the cashflow from operating activities is higher by €2,4 million versus a year ago (on a y-o-y continuing basis; €42,6 million in FY20 vs. €40,2 million in FY19), and is largely driven by the higher recorded EBITDA yo-y from continuing operations (€+1,6 million), and the favorable working capital movement of €+1,5 million (€-10,3 million in FY20, vs. €-11,8 million in FY19), while the higher Parent company tax payments - tax audit driven in the current year were counterbalanced by lower taxes paid across other markets and mainly in Turkey. The favorable working capital movement is largely driven by the adverse effect of the settlement payments made by Inteltek in 2019 (following its contract discontinuation) and the favorable inventory movement in 2020 following the completed merchandise sales, while partially offset by unfavorable timings in the revenue receipts of the merchandise sales occurred close to the year-end.
Net debt, as of December 31, 2020, stood at €651,1 million, increased by €57,0 million compared to December 31, 2019, impacted primarily by the investments in our US business, as well as towards our projects in Croatia and Morocco, the Parent Company tax audit payments, the payments towards the Capital Structure Optimization, Inteltek's license discontinuation impact, and bonds IFRS treatment, while the normal course of business in the Net Debt movement was impacted by the high merchandise sales that were realized close to the year-end but were not yet received, as well as the adverse FX impact, mainly from our operations in Turkey.
INTRALOT is a public listed company established in 1992, with €0,4 billion turnover and a global workforce of approximately 3.400 employees in 2020. Being a technology-driven corporation uniquely positioned to offer to lottery and gaming organizations across geographies market-proven flexible, reliable and secure gaming products and services, the Company is a leading gaming solutions supplier and operator, active in 41 regulated jurisdictions around the globe. In 2020, INTRALOT handled approximately €19,3 billion of wagers and currently has approximately 300.000 of its proprietary terminals deployed worldwide.
Based on its strategic approach "i-shapes the future", INTRALOT is committed to Modernize Lotteries in a Digital World by delivering innovative lottery and sports betting solutions, shaping the future of gaming. The company invests in developing next-generation products, focused on players' experience, the trends of the world-wide gaming ecosystem, and the efficiency of its operators to provide engaging responsible entertainment for their players through all distribution channels and across all verticals (Lottery, Betting, Interactive, VLTs), while driving its customers' growth for higher contribution to good causes in their communities.
As a member of the UN Global Compact, INTRALOT is a global corporate citizen committed to sustainable development and is an active proponent of the principles of Responsible Gaming, being awarded with the WLA Responsible Gaming Framework Certificate.
The Company maintains the highest security certifications, as INTRALOT has been the first certified international vendor in the gaming sector according to the World Lottery Association (WLA) Security Control Standard in 2008, being recertified with up to date Control Standard, and has been certified according to ISO 27001 for its Information Security Management System (ISMS). The Company's current WLA SCS:2016 and ISO 27001:2013 certifications cover INTRALOT Headquarters and 20 additional subsidiaries' operations around the world. Furthermore, INTRALOT has been certified according to ISO 9001 (Quality Management System) since 2002, ISO 14001 (Environmental Management System), ISO 20000 (IT Service Management System), ISO 29990 (Learning Services) and ISO 37001 (Anti-Bribery Management System).
Among other distinctions, INTRALOT has received the Gold Bee Responsible Management Excellence Award by EBEN GR (European Business Ethics Network) for Business Ethics, Corporate Governance and Corporate Social Responsibility, while the Company's General Technical Division was awarded the Recognized for Excellence in Europe - 5 Stars distinction by the European Foundation for Quality Management (EFQM). Furthermore, INTRALOT ranks among EU's top industrial R&D spenders according to the EU Industrial Research & Development Investment Scoreboard for the past 13 years, highlighting the company's accelerated performance in extensive investment on technology innovation.
INTRALOT contributes decisively to the industry's future developments, being a member of major Lottery and Gaming Associations around the globe: Platinum Contributor of WLA, Premium Partner of European Lotteries, Level I of NASPL (North American Association of State & Provincial Lotteries), Gold Sponsor of APLA (Asia Pacific Lottery Association), Member of CIBELAE (Lottery Association for South America and the Iberian Peninsula), Silver Member of GSA (Gaming Standards Association) and Associate Member of GLMS (Global Lottery Monitoring System), the state lotteries' mutualized monitoring system on sports betting.
On February 3rd, 2020, INTRALOT's new terminal PhotonX won the "Lottery Product of the Year" award at International Gaming Awards 2020, among five leading gaming providers nominated in the category.
In February 2020, the Government of Bulgaria has passed legislation that amends the local gambling law, according to which all lottery-type of games, except for KENO type of games, are organized under a State Monopoly. As a consequence, three of the six gaming licenses held by Eurobet Ltd, a 49% subsidiary of INTRALOT Group, have been terminated by Law on 21/2/2020. Also, in early March 2020, Eurobet Ltd voluntarily returned the rest three gaming licenses, that were active but not operated (not producing any revenue). Finally, in March 2020 Eurobet Ltd and its subsidiary ICS SA submitted applications for opening bankruptcy proceedings for protection against their lenders, which are still pending due to COVID-19 pandemic. Also, the other subsidiary of Eurobet Ltd, Eurobet Trading Ltd is under relevant preparations. In addition, in February 2020 the Bulgarian State Gambling Commission (SGC) notified Eurobet Ltd for a claim of retrospective State Fees amounting to BGN 74,4 million (€38,0 million). The company appealed before the local Administrative Courts. In December 2020, the Group sold the investment to the subsidiary company Bilot Investment Ltd, parent company of the group Eurobet Ltd.
Also, in February 2020, the Bulgarian State Gambling Commission (SGC) notified Eurofootball Ltd for a claim of retrospective State Fees amounting to BGN 328,9 million (€168,2 million). The company appealed before the local Administrative Courts. In addition, in March 2020 the imposition of emergency sanctions on Bulgaria due to the COVID-19 pandemic has led to the indefinite shut down of the point of sale network of Eurofootball Ltd. During the shutdown for health reasons, on 25/3/2020 the State Gambling Commission of Bulgaria issued two decisions regarding the temporary suspension of gaming licenses of Eurofootball Ltd for a period of three months, that were cancelled by the competent courts following an appeal of Eurofootball Ltd, however in a meeting held on 14/7/2020 the Bulgarian State Gambling Commission decided the definite suspension of the company's licenses. On 30/3/2020 the shareholders in Eurofootball Ltd terminated the Business Cooperation Agreement, they agreed on removing the specific majorities in the General meeting of the shareholders and also the manager appointed by Bilot EOOD was released on 14/4/2020. In December 2020, the Group sold the investment to the subsidiary company Bilot EOOD, parent company of Eurofootball Ltd.
On May 11th, 2020, INTRALOT Group announced the launch of eSports betting for its partner Intralot de Peru, supporting the leading lottery operator in Peru to enhance its sportsbook and offer an elevated player entertainment through content within one of the fastest growing segment of the online game market.
On May 13th , 2020, the Company announced the launch of "Sports Bet Montana" in Montana of USA. INTRALOT deployed in Montana its new INTRALOT Orion sports betting platform to enable the Montana Lottery's sports wagering self-service terminals and mobile sports wagering offering. In addition, INTRALOT provides to the Montana Lottery a complete suite of services, such as Managed Trading and Marketing Services (MTMS) and Customer Support (CS).
On June 1st, 2020, INTRALOT and its U.S. subsidiary INTRALOT Inc., announced the launch of its Digital Sports Betting solution in Washington, DC. INTRALOT, as part of its current contract with the DC Lottery, deployed its new INTRALOT Orion sports betting platform to enable the GambetDC mobile and desktop sports betting offering.
On June 17th, 2020, INTRALOT presented its latest state-of-the-art digital lottery solution, Lotos Xi, designed to drive efficiency of the Lottery operators and provide a unified player experience, by offering fast and engaging content in a simplified manner across channels.
On June 22nd, 2020, INTRALOT announced the successful launch of INTRALOT Canvas, its advanced content management system (CMS), and new eSports games for its long-standing customer Taiwan Sports Lottery Corporation (TSLC), the market exclusive licensed betting operator.
On July 9th, 2020, INTRALOT announced the shortlisting of INTRALOT Orion, its next-generation Sports Betting platform, for the Global Gaming Awards Las Vegas 2020, in the "Land-Based Product of the Year" category.
In mid-July 2020, INTRALOT and its subsidiary in Malta, Maltco Lotteries, announced the launch of E*SOCCER betting enriching its U*BET sportsbook with one of the world's fastest growing virtual spectator sports. E*SOCCER will be available across Maltco Lotteries' retail network. In addition, INTRALOT and its subsidiary in Malta, Maltco Lotteries, announced the launch of U*BET Simulated Reality encompassing a range of football and tennis AI-driven events. The new offering deployed by INTRALOT will enhance Maltco Lotteries' prestigious sports offering in Malta.
On July 20th, 2020, INTRALOT announced that its U.S. subsidiary, INTRALOT, Inc., signed a contract extension with the Vermont Lottery.
On July 21st, 2020, INTRALOT announced that it has signed a strategic partnership alliance with Evolution Gaming, a leading provider of Live Casino solutions. As part of the agreement, Evolution Gaming will provide its full suite of Live Casino services to INTRALOT's entire global market.
On July 23rd, 2020, INTRALOT announced that its U.S. subsidiary, INTRALOT, Inc., signed an agreement with Major League Baseball to become an Authorized Gaming Operator of MLB, just in time for the start of the 2020 60-game regular season. The new deal provides INTRALOT Inc. with immediate access to MLB's Official Data, marks, and logos for its Sports Wagering platforms.
On July 29th, 2020, INTRALOT announced that its subsidiary in The Netherlands, INTRALOT BENELUX BV, has signed a four-year contract, including an extension option of three years, with Nederlandse Loterij for the provision of its next-generation sports betting platform, INTRALOT Orion, to enable the operations and management of TOTO's retail sportsbook. TOTO is one of the brands of Nederlandse Loterij and is dedicated to sports betting.
In early August 2020, INTRALOT and its subsidiary in Malta, Maltco Lotteries, announced the exciting new development of U*BET Virtual Sports. The new product broadens U*BET's comprehensive sports betting portfolio and is available across Maltco Lotteries' retail network, provided in collaboration with Inspired Entertainment, an award-winning gaming content provider.
On September 11th, 2020, INTRALOT announced that its subsidiary in New Zealand, INTRALOT NZ Ltd., has signed a three year contract extension from 2022 to 2025 with a one-year extension option, with the Department of Internal Affairs (DIA) for the provision of Electronic Monitoring Services to continue offering a comprehensive reporting, accounting, auditing and secure management of the country's Class 4 gaming venues.
At the end of September 2020, INTRALOT announced the start of a cooperation with Microsoft to unlock the company's digital capability through Microsoft Azure.
In early October 2020, INTRALOT announced that it will be partnering with Simplebet, an innovator in global sports betting technology, to launch new in-play, real money betting micro-market betting opportunities for NFL, MLB, and NBA.
On October 22nd, 2020, INTRALOT announced that its US subsidiary, INTRALOT Inc., along with its partner Camelot Illinois have delivered Fast Play, a brand-new type of game, into the Illinois Lottery. INTRALOT provides state-of-the-art technology to Camelot Illinois, the private manager of the Illinois Lottery.
At the end of October 2020, INTRALOT announced that its U.S. subsidiary, INTRALOT Inc., has signed a contract extension through 2029 to continue its six-year partnership with the Georgia Lottery Corporation providing advanced services for the operation of its COAM (Coin Operated Amusement Machines) project.
Also, at the end of October 2020, INTRALOT announced the launch of its LotosXi - a powerful solution for Digital Lotteries - at Maltco Lotteries, enabling the Malta's National Lottery Operator with Internet Lottery gaming.
At the end of December 2020, INTRALOT announced that its subsidiary INTRALOT Australia, has signed an extension of its contract with its current client Lotterywest, the State Lottery in Western Australia, from January 2022 till January 2026 through annual extensions. INTRALOT Australia will continue to provide its lottery operating system and services for the operation of Lotterywest.
In January 2020, the Group announced that via its fully owned subsidiary Intralot Iberia Holdings SAU signed a binding term-sheet to acquire from Turktell Bilişim Servisleri A.Ş., Global Bilgi Paz. Dan. ve Çağrı Servisi Hizm. A.Ş and Turkcell Satış ve Dijital İş Servisleri A.Ş. their total shareholding of 55% in İnteltek İnternet Teknoloji Yatırım ve Danışmanlık Ticaret A.Ş. ("Inteltek") including all rights and liabilities to Intralot Iberia Holdings SAU. On October 1st, 2020 INTRALOT Group announced the completion of the transfer of all shares (55%) of Turktell Bilişim Servisleri A.Ş., Global Bilgi Paz. Dan. ve Çağrı Servisi Hizm. A.Ş and Turkcell Satış ve Dijital İş Servisleri A.Ş. in İnteltek İnternet Teknoloji Yatırım ve Danışmanlık Ticaret A.Ş. ("Inteltek") to INTRALOT's fully owned subsidiary INTRALOT Iberia Holding SAU. The final value of the transaction amounts to TRY 6.063.099, determined based on IFRS net book value of Inteltek, and there is no material impact on the Group's financial statements.
On March 9th, 2020, the Company announced its BoD decision that Mr. Sokratis Kokkalis, who remains Executive Chairman of the Board, steps down as Group CEO and will be succeeded by Mr. Christos Dimitriadis, effective 9 March 2020. In parallel, Mr. Dimitriadis has been elected Executive Member of the BoD, in replacement of Mr. Dimitrios Klonis.
On March 11th, 2020, the shareholder Mittleman Brothers LLC notified a disposal of its voting rights, forming its stake from 10,2162%, according to its prior notification, to 9,7647%.
On April 13th, 2020, the Company announced the recomposition of its Board of Directors as follows:
The above recomposition of the Board of Directors occurred as a result of the new Group's organizational structure and the assignment of the duties of the Group Chief Commercial Officer, instead of the Deputy Chief Executive Officer, to Mr. Nikolaos Nikolakopoulos, who also remains an executive member of the Board of Directors.
On April 21st, 2020, the Company announced a notification of Mr. Dimitriadis Konstantinos for a disposal of voting rights, shaping his stake from 5,05% to 4,97%.
On April 23rd, 2020, INTRALOT announced that it has retained Evercore Partners and Allen & Overy, as financial and legal advisors respectively, to review and implement strategic alternatives for the business. The strategic review process will include assessing all available financial and strategic options which may be available to optimize the Company's capital structure, with a view to best position the Company to capture growth opportunities in its key markets and maximize stakeholder value.
On June 11th, 2020, INTRALOT S.A. announced that the Board of Directors of its US subsidiary INTRALOT Inc., appointed Byron Boothe as Chief Executive Officer.
On June 12th, 2020, INTRALOT announced that it has been featured as one of the Top 10 most attractive Employer Brands in Greece according to the international annual research Randstad's Employer Brand (REBR) 2020 conducted for a third year in a row.
On August 6th, 2020, the shareholder Mittleman Brothers LLC notified a disposal of its voting rights, forming its stake from 9,7647%, according to its prior notification, to 4,9648%.
On October 16th, 2020, INTRALOT S.A., following the decision of the Board of Directors of the company dated 15th October, 2020, announced the election of Mr. Ioannis K. Tsoumas as a temporary Independent Non-Executive Member until the first next General Assembly, according to article 3 of L.3016/2002, in replacement of the deceased, Mr. Sotirios N. Filos. Mr. Ioannis Tsoumas meets the criteria of the article 4 of L.3016/2002 as in force, regarding an independent member. Whereupon, the Board of Directors was formed into a Body as following:
Also, Mr. Ioannis Tsoumas was elected by the Board of Directors to the Audit & Compliance Committee in replacement of the above deceased, pursuant the L.4419/2017. The Audit & Compliance Committee now consists of the independent members of the Board of Directors, Messrs. Ioannis Tsoumas, Anastasios Tsoufis and Ioannis Tsoukaridis. The Audit & Compliance Committee appointed Mr. Ioannis Tsoumas as its Chairman as he meets the criteria provided in paragraph 1 of art. 44 of L.4449/2017.
On November 13th, 2020, INTRALOT announced that the Chairman of the Board of Directors Mr. Sokratis Kokkalis assumes the position of Group Chief Executive Officer.
In January 2021 INTRALOT entered into a Lock-Up Agreement (the Lock-Up Agreement) with an ad hoc group of noteholders, holding in excess of 75% of outstanding principal amount of the €250 million Senior Unsecured Notes due 2021 (2021 Notes). The Lock-Up Agreement provides either for the consensual exchange of 2021 Notes with new notes of a total principal amount of €205 million, due 2025, to be issued by the Group subsidiary Intralot Inc., if noteholders holding at least 90% in outstanding principal amount of the 2021 Notes would sign or accede to the Lock-Up Agreement, or the recourse to an English law scheme of arrangement, with the consent of the Ad Hoc Group. Following the Expiration Time set in the Lock-Up Agreement, Noteholders holding 82,76% of the outstanding principal amount of the 2021 Notes. The Company believes that this outcome is an important step towards the implementation of the proposed transaction. On the basis of the current high level of support of the Lock-Up Agreement by the holders of the 2021 Notes, the Company is convinced that it may implement the exchange of the 2021 Notes by a consensual process. According to the above, it has entered during the last months into negotiations with the Ad Hoc Group with the aim of reaching an alternative agreement that will allow the parties to restructure the 2021 Notes without recourse to a scheme of arrangement. Such negotiations are already at an advanced stage and the Company believes that it will be able to make a new announcement on the matter soon.
In any case, the scheme of arrangement remains as an additional possible route. The English law scheme of arrangement is a procedure provided by the Companies Act 2006, that allows a company to come into an arrangement with its creditors (or a class of creditors) with the aim of restructuring its debt or part thereof, and reorganizing the entity. The consent of creditors holding at least 75% of the debt of a company is sufficient for a scheme to be implemented and the relevant agreement needs to be sanctioned by the competent court.
In parallel, the Company will also offer the exchange of its €500m Senior Unsecured Notes due 2024 (the 2024 Notes) against a percentage of up to 49% of the share capital of a company (TopCo) that hold, indirectly, 100% of the shares of the Group's USA subsidiary Intralot Inc. To be noted that the members of the Ad Hoc Group also hold in excess of 13% of the principal amount of the 2024 Notes and, by virtue of a Backstop Commitment Letter they have signed again in January 2021, they have guaranteed that they will participate in the above exchange of the 2024 Notes by offering Notes of a principal amount of at least €68 million, against 18,7% of the share capital of TopCo.
To be noted that the Lock-Up Agreement and the Backstop Commitment Letter constitute an important milestone in the Group's effort to implement the specific transactions that will lower the leverage on the balance sheet, extend the maturity of the notes and improve its cash flows.
This will allow the Group to implement its business plan and take advantage of new appealing business opportunities, both in the Lottery as well as in the Sports Betting markets.
In view of the above, the Company proceeds to the necessary actions for the implementation of the proposed restructuring of the 2021 and 2024 Notes, while it remains available for discussions with other noteholders.
The Company will provide an update about its next steps in the near future.
Also, on January 14th, 2021, the Company announced that OPAP exercised its two-year extension option of the contract with INTRALOT for the continuation of the collaboration of the two companies in the field of numerical lotteries and services from August 2021 to July 2023.
On January 19th, 2021, INTRALOT announced the recomposition of its Board of Directors into a Body as follows:
The above recomposition of the Board of Directors took place following the resignation of Mr. Christos Dimitriadis from his duties as a non-executive member of the Board of Directors. The other members of the Board of Directors continue the management and representation of the company without the replacement of the resigned member according to par. 2 of article 82 of Law 4548/2018 and in accordance with the relevant provision of the Company's Articles of Association. It is noted that the provisions of article 3 of Law 3016/2002 regarding the number of non-executive and independent members of the Board of Directors are still being met. The Board of Directors of INTRALOT has been elected by the Extraordinary General Meeting of the Shareholders with a six-year term, as from 17/12/2020.
On February 8th, 2021, INTRALOT announced that it has reached a binding agreement with Nexus Group in Peru to sell its entire stake of 20% in Intralot de Peru SA, an associate of INTRALOT Group, which is consolidated through the Equity method, for a cash consideration of USD 21 million. In addition, the Company has signed a three-year extension of its current contract with Intralot de Peru SA through 2024, to continue to provide its gaming technology and support services. The transaction was completed on February 24th, 2021, with the net cash consideration, after taxes and transaction expenses, amounting to USD 16,2 million.
On March 23rd, 2021, INTRALOT announced the amendment of the contract of INTRALOT Maroc, a subsidiary of the INTRALOT Group acting as games operator in Morocco, with La Marocaine Des Jeux et des Sports (MDJS), a state lottery offering sports betting and other games of chance in Morocco, which was signed in June 2019. According to this amendment, counterparties agree to reduce the duration of the contract, which was initially effective for an 8-year term, ending 31/12/2022. This amendment was designed to enhance resilience in the context of the COVID-19 pandemic repercussions on the overall lottery market. INTRALOT Maroc, which has been a successful partner of MDJS since 2010, will continue to support MDJS with the overall management and operation of its lottery, sports betting, and other games activities.
On April 14th, 2021, INTRALOT announced that it completed the sale of 500.000 own shares, or 0,32% of its total share capital, with an average selling price of €0,17 per share and a total value of €85.000,00. INTRALOT proceeded with the sale of own shares in accordance with the current legislation and its relevant announcement dated 13/04/2021.
On April 20th, 2021, INTRALOT informed the investing community that after the completion of the tax compliance audit of INTRALOT for the fiscal year 2018 carried out by the Independent Certified Auditors-Accountants, pursuant to article 65A of the Law 4174/2013, a Tax Compliance Report has been issued with unqualified opinion.
The recent outbreak of COVID-19, together with the various mitigating measures related thereto, has led to economic and financial uncertainty for many consumers. Gaming business, in line with the general trend in the markets, is also facing challenges from the outbreak of the COVID-19. According to late April 2021 H2GC data, Global gaming revenues for 2020 are estimated to close between 2010 and 2011 levels, i.e. around \$361 billion, presenting a global gambling gross win downgrade of -24,1% for 2020, impacted significantly among other factors by the postponement or cancelation of major sporting events and competitions globally. (source: April 2021 H2GC data)
Our revenue is largely driven by players' disposable incomes and level of gaming activity and lottery purchases. COVID-19 has resulted in a lack of sports betting content which has further led to delays in the anticipated increase in our EBITDA from the nascent sports betting revenue stream.
The Company's pandemic impact estimation for 2020 is in the vicinity of €25 million at Group's EBITDA level. Apart from assessing the top line impact, our focus has also been on utilizing all available measures that could help alleviate the impact of the pandemic. On that front, our FY EBITDA impact, incorporates the benefits of Group subsidiaries enrollment to all applicable governmental support programs related to personnel furloughs. Besides, furlough support schemes, the Group has also undertaken measures to contain operating expenses across its operations, such as negotiation of supplier terms or restriction of all travelling to the utmost essential. Furthermore, we have also focused on securing our liquidity utilizing different governmental support programs across jurisdictions.
The health and safety of our team remains our top priority. With this in mind, we have immediately complied with all measures imposed by local governments and used technology in order to immediately enable a substantive majority of our personnel to work and collaborate remotely, without affecting the performance and quality standards of the Group.
The beginning of 2021 was overshadowed by restrictions imposed in most of the regions across the world to combat the spread of COVID-19. However, as vaccinations are progressing, governments are starting to loosen COVID-19 measures after months of lockdowns and reopen economic activities. The potential magnitude of COVID-19 for 2021 is continuously assessed and all containment measures assumed in 2020 remain intact and have been enhanced in order to absorb the potential impact in the financial results of 2021. All actions undertaken are designed to counter any drop in business but without affecting our operations and our commitment to deliver state of the art technology to our customers. Based on the current performance of our operations in the first months of 2021 and the actions undertaken by most of our subsidiaries, the Group's pandemic impact for 2021 is not expected to be significant in EBITDA terms.
The ultimate magnitude and length of time that the disruptions from COVID-19 will continue remains uncertain. This uncertainty will require us to continually adapt our strategy and initiatives according to recent developments and effect of COVID-19 in each of the markets the Group operates, and continuously assess the situation, including the impact of changes to government imposed restrictions, changes in customer behaviors, social distancing measures and decreased gaming establishments operating capacity jurisdiction by jurisdiction.
INTRALOT taps the gaming market value chain end to end as one of the few vertically integrated operators that have the capabilities to manage and operate activities across the entire value chain. Our addressable market comprises of a large number of state-owned and private licensed lottery operators.
The Group, under its contracts and licenses, functions both as a Business to Consumer ("B2C") operator, managing frontline customer facing activities, as well as a Business to Business ("B2B")/Business to Government ("B2G") operator, managing the support stages of the value chain for other "B2C" operators, which may be public and/or state owned. In practice, INTRALOT, under its "B2B/B2G" operator hat, provides hardware and software solutions as well as operational support services to "B2C" operators. Spanning end to end the gaming value chain offers INTRALOT a distinctive advantage as it has helped the Group to transfer knowledge and best practices from its "B2C" to "B2B/B2G" operations and vice versa.
Typically, "B2B/B2G" and "B2C" engagements are carried out under three types of contractual arrangements, namely technology contracts, management contracts and licensed operations.
Our technology and support activities are primarily comprised of the supply of information technology software, network capabilities and other types of technological support. While we provide the technology, the operations are managed by another person, commonly a state or state-licensed gaming operator. Our contracts in this segment typically include the provision of equipment, software and maintenance and support services to lottery and gaming organizations pursuant to long-term contracts, which provide us with stable and recurring revenues. These contracts also include the design, development, and implementation of custom-made software for the particular products and services necessary in each jurisdiction and operation. We currently manage 52 individual technology and support services contracts across 36 jurisdictions through 15 subsidiaries. We are a global market leader in gaming IT, and we believe our technological expertise gives us a competitive advantage worldwide.
Under our technology and support services contracts, we typically earn a fee from the licensed operators, which are state or state-licensed gaming organizations. This fee is typically based on either (i) a pre-determined fixed percentage of customer sales (amounts wagered by players) or (ii) a fixed payment over the duration of the contract in respect of multi-year contracts. In addition, we occasionally sell technology equipment and relevant services to other lottery and gaming operators.
Revenue under our technology and support services contracts is not subject to payout costs for player winnings. Our technology and support services contracts represented approximately 58,0% of our revenue and 72,2% of our revenue net of payout in the twelve months ended December 31, 2020.
Our management contracts activities include primarily the management of all aspects of a gaming organization. In addition to the provision of services included under our technology and support services activity described above, we manage day-to-day operations, marketing services, sales network and risk management/odds setting for sports betting on behalf of the relevant licensed operator. Under these contracts, the customer (who is the license holder of the gaming/lottery operation) typically retains responsibility for certain frontline tasks, as well as the management of retailers, cash management and game approvals in addition to oversight and regulatory control. We currently operate two (2) management contracts in two (2) jurisdictions through two (2) subsidiaries. For the case of the newly established United States Sports Betting revenue stream, this is classified under the management contracts category for the depiction of the revenue and revenue net of payout, but as there are not separate contracts for the Sports Betting line (i.e. they are amendments of the existing Lottery contracts), the contract count presented does not include them as separate contracts.
We typically earn a fee from the licensed operator under our management contracts based on a fixed percentage of wagers. Revenue under our management contracts are not subject to payout costs for player winnings. Our management contracts represented approximately 9,2% of our revenue and 11,5% of our revenue net of payout in the twelve months ended December 31, 2020.
In our licensed operations activities, we are responsible for all aspects of a gaming operation, including the selection and provision of technology and its ongoing support, as well as the management of the operations. In addition, because we are typically the direct license holder, we are also responsible for our relationship with the local regulators. In many cases, our licenses are open-ended since they do not have a fixed term or are automatically renewable as long as the licensed terms are complied with. We currently operate under three (3) individual licenses through a combination of wholly-and partially-owned subsidiaries and joint ventures, across three (3) jurisdictions. We operate through retail locations and online channels.
The revenue we generate from our licensed operations is based on the total amount of money wagered by players on various gaming products before payout for players' winnings. Our licensed operations represented approximately 32,8% of our revenue and 16,3% of our revenue net of payout in the twelve months ended December 31, 2020.
The following table summarizes the principal products and services provided in each of our business activities:
| Technology and Support Services Contracts |
Management Contracts | Licensed Operations | |
|---|---|---|---|
| Description | Provision of: • Central gaming system • Lottery terminals • Telecommunications system/solutions • Related peripheral equipment and software • Implementation services and/or • Maintenance and support services • Monitoring systems for VLT operations |
Management of all the aspects of a gaming operation: • Provision of technology solutions as described under "Technology and Support Services Contracts" • Day-to-day operations • Marketing services • Sales network development and management and/or • Risk management/odds setting for sports betting games |
Ownership of a license to operate games including: • Management of services as described under "Management Contracts" and/or • Provision of technology solutions as described under "Technology and Support Services Contracts" |
| Holder of License |
State or state-licensed operator maintains the license |
State or state-licensed operator maintains the license |
We or our associates maintain the license, which is acquired from a competent local/state government authority |
| Key Geographies |
United States, Greece, Australia, New Zealand, Canada, and Argentina |
United States, Turkey | Malta and Argentina |
| Other Geographies |
Croatia, Chile, the Netherlands, Ireland, Germany, Malaysia, Taiwan, Philippines, and Peru |
Morocco | Brazil |
Our key geographies set forth in the table above represented 86,2% of our EBITDA in the twelve months ended December 31, 2020.
The following group of diagrams sets forth our revenue by business activity and region for the twelve months ended December 31, 2020:
The following view presents our percentage of revenue and EBITDA by business activity and our percentage of revenue net of payout by business activity, respectively, for the twelve months ended December 31, 2020:
Our services are offered across 5 distinct gaming market products, namely:
• Lottery Games, which represented 60,6% of our revenue in the twelve months ended December 31, 2020, include the operation, supply of technology services for numerical and traditional lottery games, instant tickets and fast draw games in over 45.000 POS with over 250 games across 31 jurisdictions on five continents in each of our three business activities.
• IT Products and Services, which represented 16,3% of our revenue in the twelve months ended December 31, 2020, include technology and operational services to state and state-licensed organizations. These services are done on a fixed payment basis rather than as a percentage of wagers.
• Sports Betting, which represented 14,8% of our revenue in the twelve months ended December 31, 2020, includes the operation, supply of technology, bookmaking and risk management services for 10 jurisdictions, with a capacity of more than 35.000 pre-game events and 24.000 in play per month and more than 1.000 market types. We believe we are one of the leading sports betting platform and managed trading services providers in
the state-sponsored gaming sector in the world. In the case of licensed operations, we primarily operate through agents who bear the cost of operation, while we manage the sports book.
• Video Lottery Terminals/Amusement with Prizes Machines, which represented 7,6% of our revenue in the twelve months ended December 31, 2020, include solutions and services for VLT monitoring, gaming venues and server-based gaming. We operate and/or service over 80.000 gaming machines in five (5) jurisdictions.
• Racing, which represented 0,7% of our revenue in the twelve months ended December 31, 2020, includes technology, content and integrated services for pari-mutuel and fixed odds race betting on horse and dog racing events, as well as virtual games with contracts in three (3) jurisdictions.
The following diagram sets forth our revenue and revenue net of payout by type of product for the twelve months ended December 31, 2020:
INTRALOT offers a broad range of technological solutions, products and services, in addition to extended know-how and experience in implementing essential solutions supporting lottery, sports betting, VLT/AWPs monitoring system, racing, and interactive games for our customers and operations.
2020 has been the year of life-changing events, across all aspects, due to the COVID-19 pandemic. INTRALOT responded fast in meeting its customers' needs that had to face their retails networks being suspended overnight, by providing first-class support and consultation as well as solutions that would increase safety in gaming and a sense of security amongst its players' base.
In 2020, INTRALOT continued to modernize the platforms ecosystem architecture and enhance its product portfolio by developing and introducing additional features that would elevate and safeguard the player experience – even in the post COVID-19 era - to the constantly evolving main core gaming platforms, namely Lotos X Lottery Gaming Platform and INTRALOT Orion - its next generation Sports Betting Platform.
Staying aligned with our commitment for Operational Excellence, Technology Evolution, Integrity and Player Engagement, INTRALOT has heavily invested in the past years to revamp its complete product by combining its 25 years of operational experience with the latest technological evolutions.
The company's new ecosystem of holistic omni-channel solutions that focus on the players' needs and offer advanced customer experience has further evolved, across all the distribution channels (retail, online, mobile) and touchpoints.
Four pillars of our product strategy have been incorporated in our new products and services portfolio:
During 2020, the new INTRALOT Lottery solution has been fully deployed with major jurisdictions starting to utilize the full potential of the solutions and the preparation of new ones to enter the new era of Lottery Solutions within 2021.
INTRALOT's new, holistic Lottery Solution has been designed based on invaluable customer insights, acquired through INTRALOT's 25-year, worldwide operational experience, as well as through extensive market research. It currently is the most modular, stable, safe, and streamlined Lottery Solution available in the market, which can serve any modern Lottery operation, regardless of its size.
By using microservices-based technology, the Lottery Solution allows the possibility for a best-of-breed ecosystem, fast setup, and significantly simpler integrations. Most importantly, it allows the operator to centrally configure a game, share it in both retail and online channels and then further customize it to address each touchpoint's unique business needs.
The new INTRALOT Lottery Solution is modular, flexible, future-proof and expandable, and allows for flexible and fast API integrations, safeguarding the optimum content and services' deployment across all channels. It is also infrastructure-agnostic, for every operator to choose among a full-cloud, onpremises or hybrid infrastructure, in order to get the most optimized system, according to their own, personal needs.
With its advanced omni-channel capabilities, INTRALOT's Lottery Solution brings the best from all distribution channels in one unified, gaming experience. Focusing on elevating the player's experience, it provides a system with parametrization capabilities for every touchpoint, as well as a wide range of different participation methods.
Additionally to that, INTRALOT has enhanced its complete i-lottery solution with an immersive, personalized, digital gaming experience consisting of cutting-edge technology platforms of superior performance and a rich revenue-generating game portfolio.
In summary, the Lottery Solution consists of 4 main areas which are connected and communicate with each other through an Orchestrator (which enables a set of independent services that ensure fast and easy integration):
Lotos X enables the Lottery operators to design, configure and implement their entire games' portfolio. The platform allows easy configuration and parametrization of any Lottery game (i.e. numerical, passive or instant) in a simplified, wizard-like manner, with the use of ready-to-launch, preset game templates. Real-time parametrization across the solution allows for significant reduction in time to market.
Fully compliant and certified, INTRALOT's Lottery Solution is ready to run in every regulated operation with complete responsibility and safety, according to the Industry's highest standards. An extremely strict process in terms of authentication and security, runs 24/7 on the backstage to alert for any suspicious behavior or performance, while a three-level support mechanism reinforces the Lottery's performance and responsibility standards.
INTRALOT's Lottery Solution emphasized greatly in the digital offering this year, as it was imperative that players found a safe and trustworthy way to play. Our flexible and scalable Digital Solution comes to provide an impeccable gaming experience and can adopt in any legislation or customization requirement. Either in a full-blown version or in a subscription-based online play, it accommodates the size and operational infrastructure of every operation in a seamless manner and with a very short timeto-market.
In 2020, the Lottery Solution has deployed its full scope and made significant progress in terms of maturity. All the components of the solution were further enhanced and challenged to face unprecedented operational needs due to the COVID-19 outbreak. INTRALOT's Lottery Solution proved its competitive level of readiness by having to meet urgent requirements to accommodate extra online solutions – when retail networks were worldwide suspended – and several other unexpected shifts with great success.
As it was stated in the past, the parametrical capabilities of the solution and all the built-in, out-of-thebox functionalities upon which INTRALOT has greatly invested, turned out to be the key assets in this past year, as they allowed us to achieve significant support to our operations during the COVID-19 pandemic, as well as to deliver major projects simultaneously.
While 2019 was a momentous milestone for INTRALOT's next generation Lottery ecosystem, 2020 became the realization of the ecosystem's true potentiality.
The future-proof Lotos X, the most parametrical games and draw management platform ever marketed, enabled numerous operations to cope and prosper during the most extraordinary year of recent times. The enablers' superset that manage the retail network and the players, allowed the introduction of safe, touchless journeys with minimum development needs.
Additionally to that, during 2020, two major launches of INTRALOT's Digital Solution took place. The first was in Malta, and allowed Maltco to offer its complete gaming portfolio in a subscription-based online channel to facilitate its players during the retail suspension period and is shortly upgrading within 2021 to a complete iLottery solution. The second one was for the Washington DC Lottery. The new solution allows the players within the district to purchase Powerball, Mega Millions and eInstants online. eInstants are the newest lottery product available to DC Lottery players.
Additional upcoming launches, planned in the coming quarters, come with the opportunity to extensively stress-test the new Lottery solution and enhance the system's localization capabilities. Meanwhile, product design and development focus on driving maturity, through additional features that consistently focus on operation excellence, end to end security, integrity and revenue growth.
INTRALOT is shaping the future of betting by converting our 25-year track-record on the field into intelligent solutions that meet the customer needs and create value for all stakeholders. INTRALOT's Sports Betting solution is designed to fully support the player experience across all channels, securing a higher lifetime value, while allowing the efficient management of operations from the trading and risk teams.
Specifically, INTRALOT's Sports Betting Solution comprises of:
INTRALOT Orion is a Sports Betting platform designed to empower the modern Operator. It supports all sports events across all channels, incorporating state-of-the-art technologies and cutting-edge features both for the operator and the player. It serves the entire player journey across channels with a rich set of bet features, including a wide range of promotions and bonuses, and the most complete cash-out suite, optimizing player engagement and increasing players' lifetime value.
INTRALOT Orion has been certified by BetRadar and is compliant with the GLI–33 Standard for both online and retail Sportsbook Solutions. The latter is confirmed by Gaming Labs International, the most respectful and sophisticated testing and inspection laboratories in the gaming industry. Additionally, INTRALOT Orion platform was a finalist in the "Sportsbook Product of the Year" category at International Gaming Awards 2020.
INTRALOT Orion is designed to simultaneously feed multiple online and offline customer touchpoints, regardless of their geographical location or specific business needs. By parameterizing Sports Betting content and enabling tailored risk management per sales channel, the operators can reach efficiently their targeted audiences and manage their margin on a per-channel basis. INTRALOT Orion is built as an open system and can be easily integrated with third-party software, ensuring resource management optimization and cost efficiency.
Two US jurisdictions (Montana and Washington DC) launched operations powered by INTRALOT Orion in 2020 and our WLA client, Nederlandse Loterij (Netherlands) is already updated to the latest platform version. At least three more projects are in the pipeline to launch within 2021, as INTRALOT Orion is set to become the main generator of Sports Betting revenue for INTRALOT Group.
Further Product milestones include:
INTRALOT enablers include a set of platforms for addressing additional operational aspects of our customers, outside the two core gaming engines.
The platform has been developed with additional localization capabilities, a retailer's web portal and a mobile app for the Lottery's field representatives. Enhancements on the segmentation engine and a smart implementation within all retail related platforms, boosts the Lottery in designing multiple retail revitalization strategies.
INTRALOT is already moving towards a Retail Transformation proposition for its customers by introducing retail concepts and player journeys that will also accommodate the new post COVID-19 challenge. To provide a unique player experience and trust, INTRALOT is looking into new technologies and ways to connect with the players like AI, IoT, AR, VR, Big Data analysis etc. and we have started to include such features in our product portfolio roadmap.
We refer to all the touchpoints with which the retailer and/or the player interact, within either a landbased or an online lottery operation.
Approximately 300.000 INTRALOT Retail Solutions are currently deployed worldwide. In general, INTRALOT's Retail Solutions can be sold either as standalone hardware or bundled with the application software and retail platforms.
During 2020, two major rollouts of Retail Solutions have been completed. The Dutch Lottery, NLO, has completed its installation with 4.200 INTRALOT Photon terminals, spread across their retail network, equipped with Canvas Retailer, Canvas Signage and Device Management Client, our state-of-the-art terminal software collaborating seamlessly with the entire Lottery ecosystem. In the USA, 300 Winstation25, 40 Dreamtouch and 100 MPNGs have been rolled out, offering the Ohio and Idaho players our complete Lottery Solution, while in Montana 400 MPNGs and 100 FSSTs are available for the local betting players, empowering them to participate in Sports Betting events offered in the state. Once again, all terminals are empowered with the terminal software solutions that allow them to perform in an optimum manner and synchronized with the overall ecosystem.
In detail, available touchpoints include:
INTRALOT's terminals for the retailer, combine robust technology for serving the advanced needs of the retail channel, with innovative industrial design, and enhanced ergonomics and usability.
Vending Machines (a wide range of terminals for the player, that deliver a thrilling player experience, either in-store or in semi-attended spaces).
• Dreamtouch 40: During 2020, INTRALOT prototypes the latest and greatest of its nextgeneration Vending Machines, scheduled to offer an instant ticket capacity of 40 bins, the largest in the Lottery Industry.
Featuring a 43" full HD, color touchscreen display that offers a wide range of games, including physical scratch tickets, draw and fast play games and eInstants, DreamTouch40 engages players through various ways of participation, such as direct cash or cashless deposits, temporary accounts and player cards, while receipts are issued using an integrated thermal printer.
DreamTouch40 supports playslip preparation, reading QR codes prepared on mobile phones by means of an integrated barcode reader, which can also be used for printed ticket checking, while winnings can be loaded back to the player's account. Moreover, DreamTouch40 is a powerful advertisement and promotion Lottery module with programmable rich multimedia content and call-to-action player material.
• Dreamtouch Smart: Dreamtouch Smart is the only vending machine to offer 25 instant scratch tickets and unlimited draw-based games, at the height of 54". It aims to attract lottery players when on a regular shopping trip and builds on impulse buy occasion. Due to its compact size, Dreamtouch Smart offers a new level of functionality and convenience, especially when installed in hypermarkets, supercenters and groceries stores, allowing customers to have a greater visibility across the front end of stores and checkout areas.
It is equipped with a stunning 32" FHD display in landscape orientation and incorporates a full set of participation features for the players, allowing them to interact with it in a fast and fully autonomous way.
Dreamtouch Smart launched in US and deployment continues in more states, as during 2020 Idaho and Arkansas have successfully introduced approximately 100 Dreamtouch Smart retail solutions in Walmart locations, and additional states are planned to follow.
It is also a powerful advertisement and promotion lottery module offering rich multimedia content and call to action messaging to the player, which can be presented through its 19" top monitor. Winstation30 allows players to engage through various means of participation and can be installed in convenient stores, retail groceries, shopping malls, airports and numerous other locations, enabling continuous sales increase with minimum interaction from the retailer side.
The Self-Service terminals and Vending Machines for the player, come in a wide range of options and can be combined with the right frontend and backend platforms to best serve the distinct needs of each player.
• MPNG is the most successful Multi-Purpose New Generation Terminal offering from INTRALOT in the sector of Self-Service Lottery solutions. It is a compact and ergonomically designed terminal with minimal footprint, while its autonomous functionality and multiple integrated participation methods allow it to act as an advanced stand-alone play point that minimizes counter queues, increasing customer satisfaction. MPNG allows players to participate in any kind of lottery or betting games, integrating dual 19" displays, a lower one with touchscreen functionality dedicated to gameplay and a top screen displaying game-related information, live streaming and promotional content.
Our offered services cover the whole spectrum of the day-to-day operational activities of lottery organizations and are categorized into the following areas:
We work closely with operators and stakeholders to identify the specific business needs of each market, and design custom-made blueprints of advanced features and technologies that best serve their players.
Based on an open, modular and scalable architecture, our Infrastructure Setup services (including Telecoms definition and supervision of provisioning, as well as Terminals and Platform deployment in both retail and digital channels) provide end-to-end implementation, meeting both operator needs and regulatory requirements.
Moreover, leveraging our agility, flexibility, and long-standing experience, we offer comprehensive system deployment services that ensure fast time-to-market, reduced operational costs and minimized overheads.
An experienced team with deep and holistic understanding of operations able to design / implement / deliver / handover knowledge on areas related to Call Centers, Field Support, Logistics, Application Operations.
INTRALOT delivers comprehensive key-in-hand solutions that cover all aspects of a customer's operation. These include:
We offer 24/7/365, world-class, 3-level-tier support services and solutions, meeting the software, hardware and overall operational needs of our global operations and customers.
Our monitoring services are designed to proactively protect and support our operations before tickets are reported. The assigned team of experts act pre-emptively, by creating event tickets from generated alerts, defined by INTRALOT to alert us on issues that might arise regarding:
We engage all necessary support levels, ensuring that all servers are in optimum level and trouble-free, networks are available and reliable, databases are in a healthy state and applications are always available to our customers.
Our Service Desk / Tier 1 support team acts immediately on reported issues from monitoring alerts from our global operations or customers. All reported issues are prioritized based on their business impact and respective SLAs. Issues not resolved at this level are handled by Tier 2 Support for Application and / or IT support. All interested parties are timely updated on the resolution progress.
Applications and IT experts investigate and analyze issues to provide permanent resolutions or workaround solutions. Root cause findings and resolution paths are documented in knowledge-based articles and runbooks, creating a rich repository of data for quick and efficient recovery. Unresolved issues are handled by Tier 3 Support.
Software developers and IT support experts with in-depth knowledge of all our systems, intervene in the code and provide immediate recovery solutions, applying planned fixes or "hot fixes", where necessary. Root Cause Analysis is conducted to drive permanent resolutions, while all findings are forwarded to Tier 2 Support for verification and final delivery.
The team forms a proactive shield and acts preemptively by creating event tickets from generated alerts that arise from Servers / Networks / Databases / Applications. They immediately engage support levels to resolve before the creation of an incident.
To ensure trouble-free deliverables in a multi-vendor environment, our support team conducts solution audits based on log analysis and evaluation of all components, investigating overall configuration and analyzing housekeeping activities. All findings are included in solution audit reports, providing qualitative operational data and offering suggestions on the future of current solutions.
While currently offering more than 30 training courses, INTRALOT remains committed to continuously extending and enhancing its knowledge offering to the Gaming industry. As part of this effort, we are proud to announce the launch of the INTRALOT Academy in September 2020, a state-of-the-art training program aimed at offering to our existing and new customers valuable, hands-on knowledge of our products and services, and bringing them up to speed with the latest Industry advances and trends. Focusing on Gaming market expertise and sector-specific skills, INTRALOT Academy offers top-quality, tailor-made and targeted training courses—both remote and onsite—managed and ran by seasoned gaming professionals and based on INTRALOT's ISO 29993 and ISO 9001 certified training methodology. INTRALOT Academy attendees gain access to interactive demo environments, go through gamified courses and receive expert guidance and advanced learning tools. Moreover, depending on their role within an operation, they are able to design their own learning path and study schedule. Upon successful completion of the program, trainees receive the INTRALOT Academy Certificate of Knowledge.
We provide marketing consulting and support services to our customers throughout the contract. Our local marketing teams provide consulting support and a full range of marketing services and are supported by our global marketing resource center, which brings global insight and an overall strategic perspective to each contract. Our services include:
We are one of the world's leading fixed odds betting operators in the traditional, retail-based, statesponsored gaming space. We operate or service sports betting contracts in 10 jurisdictions across 5 continents, from state monopolies to fully competitive landscapes, and on a variety of operating models. Our contracts include some of the world's largest betting operations in terms of per capita spending, offering a wide variety of sports and pricing models, tens of thousands pre-game and in play events per month and hundreds of market types.
Powered by INTRALOT Orion's advanced Trading tools and our experienced Trading Team, our Managed Trading Services (MTS) support the whole lifetime of an event and include:
24/7 real-time centralized monitoring
Sportsbook content and pricing localization
INTRALOT has established personal data protection as a strategic priority towards ensuring player, customer, employee, partner and shareholder trust.
INTRALOT's data protection framework was updated in 2018 to address the requirements of the EU General Data Protection Regulation (GDPR). The framework combines organizational, procedural and technical controls for serving the rights of data subjects in a multidimensional manner, considering internal and external stakeholders. In order to achieve that, INTRALOT has combined Privacy Good Practices, its updated Enterprise Risk Management Framework for managing related risk and for conducting Data Privacy Impact Assessments, as well as its Cyber and Information security frameworks. The later focus on the identification of security needs, data protection as well as incident detection, response and recovery, customized to the requirements of GDPR. Privacy by design has traditionally been a core element of INTRALOT products and services, while the data subject remains at the epicenter, being served with transparency and respect.
INTRALOT invests continuously in Research and Development (R&D) for building innovative products and solutions. We are constantly pushing the boundaries in search of increased quality, performance and flexibility, while decreasing development, maintenance and deployment costs. In order to achieve a significant technological leap, we are transforming three areas in parallel: our people, our processes and the R&D tools. Apart from the functional characteristics of both Lottery and Sports Betting solutions, INTRALOT's R&D also focuses on enhancing our general integration capabilities, allowing us to utilize seamlessly any industry-leading, third party solutions.
With our investment in R&D, we are at the forefront of the gaming product development, with some of our recent achievements including:
Design and implementation of software components to be used as building blocks for a variety of products and solutions across the company.
Adoption of not only a microservices architecture, but also a microservices-inspired approach to product management and product evolution, allowing our customers to build certain applications or services themselves.
Apart from in-house R&D, INTRALOT is cooperating with leading educational institutions and Technology Vendors and has established Development Centers in the US, Greece, and Malta. Within this collaboration framework, several research projects have been conducted, in areas including Face Detection and Tracking as source of Marketing Analytics, Automated Content Authoring, Responsible Gaming and Collaborative Game development, among others. As a leading partner of the gi-Cluster in Athens, we raised our efforts on the development of a dynamic, technology-oriented Gaming Innovation Cluster and the introduction of a cooperation framework with the highly skilled human capital of the sector.
As of December 2020, INTRALOT holds 308 granted patents, while there are 15 additional active patent applications pending in various stages. Our most recent patents include methods and systems for enabling personalized game betting and lottery playing, as well as the design of various types of terminals (i.e. multi-purpose new generation terminal, full self-service terminal, vending machine, retailer next generation terminal.
The gaming industry comprises of lottery games, casinos, sports betting, bingo, horse racing, gaming machines and online gaming. According to H2GC, revenue net of payout ("GGR"), which constitutes gross turnover in respect of gaming activities less the amount paid out to players as winnings but including bonuses, is projected to have grown to €300,4 billion in 2020, from €221,5 billion in 2003, representing a CAGR of +1,8%.
The gaming market decreased significantly by -22,9% in 2020 due to the COVID-19 impact to the industry. Latin America (incl. the Caribbean) and Asia / ME are the regions that were hit the most as they presented the highest y-o-y drop at the levels of -31,9% and -31,6% respectively (based on 2020P figures).
More specifically, regarding the Asian / ME gaming markets that contributed with the highest shares in 2020 regional GGR, i.e. Japan, China and Macau, they suffered a drop in GGR of approx. -15%, with Macau reaching -80% because of the restriction measures that were imposed due to the COVID-19 pandemic.
Latin American (incl. the Caribbean) markets have been hit in all gaming sectors, with losses depending on the offering games per market. The Brazilian market, the market with the highest share in 2020 regional GGR, suffered a loss of -24,1%, while this loss is presented at -38,1% for Colombia and -29,3% in Peru.
Europe, which represents 28,4% of the Global GGR (based on 2020P figures) presented lower, but still high, y-o-y decrease at the level of -21,0%. On the top performing markets, in terms of 2020P GGR, Italy and Spain presented the highest drops in GGR, at -34,6% and -33,5% respectively, while France and Germany experienced lower drops, at -17,4% and -15,7% respectively.
North America, with a share of 30,4% of the Global GGR (based on 2020P figures) presented a -16,9% y-o-y decrease, mainly because of the closure of Casino venues due to the COVID-19 pandemic.
Oceania, with a share of 5,9% over the total 2020 projected GGR, is the region that was the least hit by the COVID-19 pandemic, showcasing a -1,6% drop in GGR.
Finally, Africa, with only 1,3% of the Global GGR, presented a -13,8% y-o-y decrease, mainly due to the drop in Betting, as a result of the absence of Sports and Racing events.
Overall, 2020 was a year that was characterized mainly by the effect that COVID-19 pandemic had to the industry. The resilience of each market to this effect, depends on a series of parameters that have to do with the restrictive measures that were taken by local governments, the already existing gaming offering and its popularity across players, as well as the readiness of regulatory authorities to onboard new games and alternative channels of participation.
The global gaming market GGR was estimated to have grown at +1,8% per year (CAGR) between 2003 and 2020, supported primarily by growth in emerging markets (Latin America incl. the Caribbean and Africa are estimated to have grown with CAGR of +3,0% and +6,9% per year, respectively) and to a lower grade by changes in regulations and product innovation in mature economies (Oceania, Europe, North America and Asia / ME are estimated to have grown at +2,8%, +1,8%, +1,8% and +1,4% per year, respectively).
| '15 | '16 | '17 | '18 | '19 | '20P | '21E | '22E | '23E | '24E | '25E | CAGR 20-25 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3,2 | 3,5 | 3,9 | 4,3 | 3,9 | 3,7 | 5,0 | 5,4 | 5,8 | 6,3 | 9,9% | |
| 9,5% | |||||||||||
| 94,0 | 7,9% | ||||||||||
| 7,4 | 7,9 | 8,3 | 8,5 | 6,5 | 10,3 | 11,4 | 12,2 | 13,1 | 13,9 16,7% | ||
| 94,2 | 8,6% | ||||||||||
| 16,7 | 17,5 | 17,3 | 17,8 | 17,8 | 18,9 | 19,6 | 19,9 | 20,1 | 20,3 | 2,7% | |
| 127,6 125,9 134,3 143,5 139,7 99,4 102,0 104,5 108,0 99,1 100,7 105,5 109,8 18,1 |
4,5 9,5 |
95,6 123,3 140,2 142,3 147,8 150,2 85,3 106,4 113,4 117,2 121,3 125,0 91,3 103,5 121,9 127,3 132,8 138,0 |
Source: H2 Gambling Capital, Global Summary Mar '21. Data for Fiscal Years 2020-2025 are estimated by H2GC.
In terms of growth, according to H2GC, the Global gaming market is estimated to grow at a high rate of +8,6% CAGR 2020P-2025E. The higher growth rate is highly affected by the significantly low projections for the past year, 2020, due to the COVID-19 impact on the industry.
From a regional perspective, the highest growth is estimated to come from the Latin America (incl. the Caribbean), a region that was projected to have contributed 2,1% to the global gaming market GGR in 2020. The high rate growth rate of +16,7% CAGR 2020P-2025E is attributed to the regaining of the significant losses caused by COVID-19, but also to new offerings such as Sports Betting in the Brazilian market, as well as in Argentina, and Online Betting offering in Chile. Lotteries are also expected to grow in Chile and Peru.
Following, Africa with only 1,3% contribution to global GGR in 2020, is estimated to be the region with the second higher growth rate of +9,9% CAGR 2020P-2025E, due to the expected changes in the Betting market, especially on the Online channel.
Asia and the Middle East together are estimated to be the largest gaming region in terms of share in global GGR and are estimated to have accounted for 31,8% of total global GGR in 2020 (€95,6 billion). According to H2GC, the market is forecasted to grow at a relatively high rate (CAGR 2020P-2025E at +9,5%), due to regaining of losses in the Casino sector but also from the developments in Online Betting.
North America, which was projected to be the second largest gaming region by GGR, with 30,4% contribution to global GGR in 2020 (€91,3 billion), is expected to grow with a high rate of +8,6% CAGR 2020P-2025E, mainly due to the expected continuation of the opening of Sports Betting and participation via alternative channels in the U.S.
With a share of 28,4% to the 2020 global gaming market (€85,3 billion), Europe is estimated to develop at lower growth rate when compared to other regions, that of +7,9%. This is mainly credited to the expected continuing growth of alternative channels.
Oceania, with a share of 5,9% to 2020 global GGR, is estimated to present a lower rate of growth +2,7% CAGR 2020P-2025E.
Our addressable market includes lottery games, sports betting, horse racing, gaming machines, interactive gaming and other activities, such as bingo. Casinos (incl. Native American gaming) are excluded.
| Total Global GGR (€bn) |
'15 | '16 | '17 | '18 | '19 | '20P | '21E | '22E | '23E | '24E | '25E | CAGR 20-25 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Betting | 47,0 | 50,6 | 54,4 | 61,2 | 62,9 | 55,0 | 67,9 | 77,0 | 80,7 | 87,7 | 89,8 10,3% |
| Lotteries Global Total |
93,0 | 97,2 | 97,8 100,8 102,9 | 343,1 353,5 366,4 384,1 389,6 300,4 366,0 411,5 424,4 440,9 453,7 8,6% | 94,4 101,6 105,8 109,3 112,9 116,9 | 4,4% | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Machines Bingo/Other Gaming |
6,7 | 7,1 | 7,4 | 7,6 | 7,9 | 6,8 | 7,8 | 8,8 | 9,3 | 9,8 | 10,2 | 8,6% |
| Casino Gaming |
83,0 | 82,5 | 81,9 | 113,4 116,1 124,9 133,1 135,6 81,3 |
80,3 | 56,6 | 63,8 | 72,1 | 72,2 | 72,4 | 72,7 | 87,5 124,9 147,8 153,0 158,1 164,1 13,4% 5,1% |
Source: H2 Gambling Capital, Global Summary Mar '21. Data for Fiscal Years 2020-2025 are estimated by H2GC.
For the following 5 years, the game verticals that are estimated to bring the highest growth are Casino and Betting with +13,4% and +10,3% CAGR respectively. Definitely, in the following years it is expected for all game verticals to overcome the serious losses they have sustained due to COVID-19. Apart from that, the following drivers are expected to shape the overall outstanding performance for this growth:
Lottery games represent the most traditional segment and have historically attracted the largest number of players. The lottery segment was projected to have contributed to 31,4% of the total gaming market in 2020 (€94,4 billion). For the past years, the growth in the segment has been supported by a shift towards privatization and a shift to alternative channels. For the following five years, according to H2GC, this segment is forecasted to grow at +4,4%, with the notable performers in terms of CAGR for the period 2020P-2025E being:
• The U.S. Lottery, with +6,8% CAGR, and more specifically with +30,8% in Online Lottery, due to the changes of the offering by even more state Lotteries, and
• Latin America, with Chile and Peru presenting +35,4% and +15,5% CAGR respectively.
Online gambling, via desktop, mobile and iTV, has reached a penetration of approximately 21,4% of the total 2020P Global GGR (€64,3 billion) and is forecasted to reach 21,9% by 2025 (€99,5 billion). Betting is the strongest product of the total online GGR and accounts for 50,5% (€32,5 billion); followed by Casino (26,7%), State Lotteries (13,3%), Poker (4,8%), Bingo (3,3%) and Skill/other gaming/Lotteries resales (1,5%). State Lotteries and Betting are the products with the expected highest potential for growth with +11,4% and +9,9% CAGR in 2020P-2025E respectively.
| Online Global GGR (€bn) |
'15 | '16 | '17 | '18 | '19 | '20P | '21E | '22E | '23E | '24E | '25E | CAGR 20-25 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Betting | 17,4 | 19,7 | 22,5 | 25,7 | 29,0 | 32,5 | 35,7 | 40,7 | 44,3 | 48,5 | 52,0 | 9,9% |
| Casino | 8,9 | 10,0 | 11,1 | 12,1 | 13,4 | 17,2 | 18,8 | 21,0 | 22,7 | 24,3 | 25,8 | 8,4% |
| Poker | 2,3 | 2,3 | 2,3 | 2,3 | 2,4 | 3,1 | 2,9 | 3,1 | 3,1 | 3,2 | 3,2 | 1,0% |
| Bingo Skill/Other |
1,5 | 1,6 | 1,7 | 1,8 | 1,8 | 2,1 | 2,0 | 2,1 | 2,2 | 2,3 | 2,4 | 2,6% |
| Gaming/Lotteri es Resales |
0,6 | 0,6 | 0,7 | 0,8 | 0,9 | 0,9 | 1,0 | 1,1 | 1,2 | 1,3 | 1,4 | 8,3% |
| State Lotteries Global Total |
3,8 34,4 |
4,2 38,5 |
4,7 43,1 |
5,4 48,1 |
6,6 54,1 |
8,5 64,3 |
9,2 69,7 |
10,4 78,5 |
11,7 85,2 |
13,1 92,7 |
14,7 11,4% 99,5 9,1% |
Source: H2 Gambling Capital, Global Summary Mar '21. Data for Fiscal Years 2020-2025 are estimated by H2GC.
The projection for 2020 shows that Europe holds the leading position in the global Online GGR, with a share of 50%. Though the sharp growth rates of expansion are expected by North America, Latin America (incl. the Caribbean) and Africa for the online channel. North America has the potential to drive the online market due to expectations that various ongoing legal changes that are taking place in the current legal framework across U.S. in both Betting and Lotteries.
| Online | '20 | '21 | '22 | '23 | '24 | '25 | CAGR | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Global | '15 | '16 | '17 | '18 | '19 | P | E | E | E | E | E | 20-25 |
| GGR (€bn) | ||||||||||||
| Africa | 0,3 | 0,4 | 0,5 | 0,6 | 0,6 | 0,6 | 0,8 | 0,9 | 1,0 | 1,2 | 1,3 | 16,5% |
| Asia / ME | 10,7 | 11,7 | 12,9 | 14,3 | 16,0 | 20,3 | 19,9 | 22,1 | 23,9 | 25,9 | 28,1 | 6,6% |
| Europe Lat Am & |
17,0 | 19,1 | 21,9 | 25,1 | 28,2 | 32,2 | 35,1 | 38,6 | 41,2 | 44,2 | 46,8 | 7,8% |
| the Caribbean |
0,4 | 0,6 | 0,7 | 0,8 | 1,0 | 1,0 | 1,3 | 1,5 | 1,7 | 1,9 | 2,1 | 16,9% |
| N America | 4,1 | 4,3 | 4,6 | 4,9 | 5,7 | 7,5 | 9,7 | 12,4 | 14,3 | 16,2 | 17,9 | 19,0% |
| Oceania | 2,0 | 2,4 | 2,5 | 2,5 | 2,6 | 2,8 | 2,8 | 3,0 | 3,1 | 3,2 | 3,3 | 3,9% |
| Global Total |
34, 4 |
38, 5 |
43, 1 |
48, 1 |
54, 1 |
64, 3 |
69, 7 |
78, 5 |
85, 2 |
92, 7 |
99, 5 |
9,1% |
Source: H2 Gambling Capital, Global Summary Mar '21. Data for Fiscal Years 2020-2025 are estimated by H2GC.
The contribution of mobile gaming to total Online GGR is projected at 39,2% for 2020 and is estimated to reach 47,7% of total Online GGR for 2025, showing an increasing annual growth rate in GGR of +13,5%. Apart from the high penetration of smartphones, COVID-19 pandemic has highly affected players' habits and preference towards participation in gaming via alternative channels. It is expected that these shifts in habits are permanent and will drive growth in these channels' performance in the following years.
Betting that contributes the highest share of 62,3% in Total Mobile GGR in 2020, is expected to grow at a rate of +13,3% CAGR 2020P-2025. On the other hand, Lotteries with a share of 9,1% are expected to grow with a high pace, that of +16,8% CAGR 2020P-2025E.
Competition in the gaming market is intense as the post-COVID-19 landscape has greatly emphasized the importance of the online channel and the option of remote gaming, even withing the retail stores.
Competition for lottery contracts remains mainly amongst the two key international players that operate across B2B/B2G and B2C segments and compete with INTRALOT for all types of contracts: International Game Technology ("IGT") and Scientific Games Corporation ("Scientific Games"). In addition to these international competitors, in jurisdictions where we have B2C operations, we face competition from numerous local companies, particularly for licensed operations.
Competition in the B2C segment is a function of the regulation in each jurisdiction. For example, an operator owning an exclusive concession does not face competition from similar gaming offerings, while in open markets B2C players face competition from the other local operators.
According to VIXIO Gambling Compliance (US Sports Betting Tracker February 2021), competition for sports betting contracts has intensified significantly over the past year. Following the overturn of the 1992 Professional and Amateur Sports Protection (PASPA) federal ban in the U.S., Sports Betting is live or legislated in 21 states. It is expected for around 20 states to consider legislation and a further 6 to 14 states to pass bills to authorize sports betting before the end of 2021. In a longer-term, it is expected that legal sports betting will spread to 37-46 states before 2025.
The U.S. sports betting market is expected to be worth \$7,9 billion to \$10,8 billion in total annual revenue by 2025, depending on whether legislative trends align with the predicted scenarios trending. In addition to that, the forecast for the total revenue from all U.S. online gambling (online sports betting plus iGaming in certain states) reaches \$10,9 billion to \$14,4 billion. Currently, a 20% hit to all sport betting revenues is expected for H1 2021 due to the ongoing impact of the COVID-19 pandemic.
The main international players that compete with INTRALOT in the sports betting arena are International Game Technology ("IGT"), SG Digital (Openbet), SBTech, Playtech and Kambi. In addition to these international competitors, in jurisdictions where we have B2C operations, we face competition from local companies, particularly for licensed operations.
The most important element of our sustainable growth strategy is to maintain our industry leadership in technology and innovation. This core strategy of INTRALOT emanates from the fact that lottery and gaming is a technology and supply driven industry and thus technology innovation drives growth.
In this sense, we strive to develop leading technology solutions for lottery, sports betting, interactive and gaming machine monitoring, through continuously investing in R&D activities that foster innovation and early adoption of industry shaping trends. Our R&D programs include partnerships and collaborative initiatives in Greece and abroad, a recent example being our collaboration with Microsoft for utilizing Microsoft's Azure cloud computing services, a significant landmark for INTRALOT as it builds upon the main pillar of its strategy to introduce business innovation through digital technology.
In parallel, we strive to patent our proprietary technology inventions and we have been granted with multiple technology patents certifying our innovation capability. As of December 31, 2020, we held 308 patents in gaming technology, while having a pipeline of 15 additional patents at various stages of approval. For more details, refer to section "INTRALOT Solutions, Products and Services \ Research & Development".
Our R&D efforts have led to the development of the next-generation of our core gaming platforms and products, specifically the Lotos X platform ecosystem, the Pulse interactive lottery platform, the INTRALOT Orion, our new omni-channel sports betting platform, the PhotonX lottery terminal, delivering the outmost performance and operational efficiencies, and most recently Lotos Xi a natively omnichannel iLottery solution offering a wide range of engaging interactive lottery games and features personalized player experiences through powerful data analytics.
Our Lotos X, the only legacy-free lottery platform in the industry, has been designed to become our universal platform ecosystem to help us more efficiently tailor and continuously enhance the delivery of our products and services. You may see more details in section "INTRALOT Solutions, Products and Services \ New Lottery Solution and Lotos X \ Lotos X Platform". Lotos X gaming platform is a characteristic example of our innovative approach to maintaining our contracts and expanding our footprint through the adoption and implementation of recently developed technologies. As proof of that, during 2020 we saw the deployment of our Lotos X for several European customers, while being field proven for its resilience and performance, after a full year of operations with our longstanding customer OPAP, one of the top selling lotteries in the world.
The service oriented philosophy and modular architecture of our solutions, in addition to their distinctive third party integration and interoperability capacity, allows us to provide our lottery and gaming customers with optimally tailored solutions coupled with external components that are relevant and add value for the specific market. Additionally, their native support for online, mobile and retail channels
ensures greater revenue generation potential and wider business opportunities for INTRALOT. It is noteworthy that during 2020 amid the COVID-19 pandemic, the ease of integration and interoperability of our solutions enabled us to support our customers and operations with complementary gaming offerings, as for example of the launch of e-sports with our customers in Peru and Taiwan and the broad expansion of our sports betting offering in Malta with e-soccer, virtual sports and AI-driven simulated betting games. Moreover, the underlying technologies adopted, provide for flexibility in solution deployment models, operating margin expansion and moderating capital needs for new system installations.
Over the course of the last few years, we carried out a technology portfolio overhaul, which yielded and continues to yield innovative solutions, which deliver immersive player experiences and broad operational efficiencies.
In early 2017, we developed and launched our Pulse family of products, a player – and retailer– centric suite of solutions designed to effectively manage interactive gaming operations, increase frontline performance and reduce operating overheads. Pulse incorporates customer relationship management (CRM) tools to drive player tracking, management and engagement while offering robust retailer management functionality that can drive incremental same-store sales.
In 2018, we launched INTRALOT Orion, our new omni-channel sports betting platform, a unique in the industry sportsbook solution combining the strong qualities and retail functionalities built over the years by INTRALOT with innovative online betting functionalities, already used by a range of top-tier online operators. This natively omni-channel sports betting solution provides us the opportunity to expand our sports betting offering in the interactive space, while providing a strong competitive advantage to win new contracts in the fast-growing sports betting landscape. As proof of the early industry recognition, within the year INTRALOT Orion has been shortlisted for the Global Gaming Awards 2020 in Las Vegas, in the "Land-Based Product of the Year" category.
In 2019 we launched PhotonX, the most powerful and best-performing retailer terminal, designed to revolutionize lottery and betting retail operations. Utilizing INTRALOT's patented camera technology, PhotonX provides for maintenance free operation, while offering powerful performance and advanced built-in multimedia capabilities. PhotonX provides a range of benefits for the Lottery Operator, the Retailer, and the Player at the retail touchpoint and has already been recognized with the "Lottery Product of the Year" award at the International Gaming Awards 2020.
In 2020 we launched, LotosXi, our latest, state-of-the-art digital Lottery solution, which provides a unified player experience, and offers fast and engaging multi-channel gaming content. Designed to drive efficiencies in digital channels, this innovative i-Lottery solution enables lottery operators to create and offer subscriptions and online play across all lottery games. LotosXi, adopts a natively omni-channel approach to provide a wide range of entertaining and engaging games and offer personalized player experiences through powerful data analytics.
We are confident that our technology continues to lead the market as our next generation technologies are already receiving significant market traction, with tender wins and new contracts in Europe, North America and beyond.
In addition, and as part of our overarching "asset-light" model, we have streamlined our technology development and delivery model though efficiency-enhancing measures that promote agility and performance. This model is intended to produce higher operating margins, while moderating capital expenditures, and in turn to enhance our cash flow resilience.
The second element of our strategy is to maintain and expand our contract base with our main focus being the US market, the current epicenter of industry developments with sports betting regulation evolving across States, while our business development efforts will underpin our strategic shift from emerging markets to mature markets, like North America and Europe.
Since the overturning of PASPA, we have developed appropriate plans to increase our sports betting footprint in the US, in partnership with our strategic State Lottery clients, and in this sense our legislative priority is to promote lottery-run sports betting across States. Our current US Lottery footprint provides us a path to 11 States and the District of Columbia, with a vast addressable population, and it is our strategic intent to leverage this unique opportunity to create sustainable value. We believe that the Sports Betting contracts concluded by the end of 2019 with State lotteries in the District of Columbia, Montana and New Hampshire, provide us with the perfect platform to deliver on this strategic objective. Within 2020, we saw the successful launch of Sports Betting operations in Washington DC and Montana and their performance so far, has showed the first signs that our strategy is bearing fruit.
Moreover, and as part of our "asset-light" model, we will pursue other opportunities through establishing local partnerships in certain target markets with local partners, that can instill our operations with added value. Historically, when we entered new markets, we funded our expansion, deployed our products, and provided operational services utilizing our own resources. During the recent years, we have shifted our go-to-market approach with a focus in pursuing the establishment of new local partnerships. We believe such partnerships provide the best means to grow and operate more efficiently in certain local markets, as we can benefit from our local partners' relationships and their knowledge and understanding of the regulatory environment and local market dynamics. This approach also provides for sharing financial and operational risks, reducing capital expenditures and improving access to local funding. In all such ventures we are deliberate and strategic in our selection of partners, and apply criteria in selecting such partners that include being well-capitalized, having an established presence in their respective domains and substantial experience in the local market, and having the ability to provide a wide distribution for our lottery and gaming offering. Often these partners are experienced retail operators, financial sponsors, or large utilities.
Herein under is a list of our local partnerships, the results of which are fully consolidated in our financial statements, where their EBITDA contribution for the twelve months ended December 31, 2020 is presented:
| Country | INTRALOT effective stake |
Contract type | EBITDA contribution in the twelve months ended December 31, 20201 |
|---|---|---|---|
| Turkey (Bilyoner) | 50,01% | Management contract | 12% |
| Argentina | 50,01% | 12 facilities management (IT) contracts with state lottery operators and one licensed operation |
12% |
| Total | 24% |
1 For purposes of this table, EBITDA contribution is calculated as a percentage of the total INTRALOT Group EBITDA, including countries with a negative EBITDA.
It is our strategy to improve our cash flow generation capability by creating cost savings and operational efficiencies both internally at a Group level, as well as at the individual contract and project level.
At the Group level, we have recently undergone successfully a restructuring and organizational realignment initiative in parallel with a broad-based review and optimization of our cost basis across locations. A similar cost optimization initiative has been concluded within 2020 for our strategic US subsidiary.
At the contract and local operation level, we plan to realize benefits through the effective management of our long-term contracts and through forming strategic partnerships. We expect that operating through local partnerships with well-established and experienced partners, will help us realize broad operational and financial synergies at both the local and Headquarters levels. Furthermore, by partnering with well-established and capitalized local partners, we will be able to minimize future capital deployment needs, without hindering our ability to expand the scope of our existing contracts and to compete for and win new contracts.
We also expect to improve our cash flow trajectory through the strategic and proactive management of our long-term contracts. We selectively seek to maintain and enter long-term contracts, that match our stringent profitability and cash generation targets. These contracts are often for higher margin business activities, such as providing expanded facilities management or managed services.
We continuously evaluate the profitability of our existing contracts and have selectively disengaged less profitable contracts. We also aim to enhance revenue visibility and expected cash flow by entering long-term contracts or renewable licenses, to provide recurring revenue stream stability.
For the year ended December 31, 2020, we estimate that approximately 39% (excluding extension options) of the adjusted revenue for the period was generated through multi-year contracts or renewable
licenses that are available to us until 2025 (although actual revenue that may be generated in the future from those contracts may increase or decrease). If we take into consideration the extension options of our contracts, revenue visibility increases to approximately 52% until 2025. Adjusted revenue for the revenue visibility estimation, refer to FY20 revenue adjusted for the contribution of contract discontinuations and one-off revenue recognitions within 2020.
Our strategy is to steadily de-lever our business, through additional cash flow generated by expected operational and financial synergies and efficiencies as well as the expected positive cash flow impact from our shift to an "asset-light" model.
Over the previous years we successfully carried-out a program of non-core asset disposals as part of our strategy. Further to previous divestments, we concluded this program with the sale of our entire stake of 20% in Intralot de Peru SA in early 2021.
Moreover, by pursuing opportunities and entering new markets through local partnerships, we expect to reduce our capital expenditures, increase our operational margins and obtain access to local financing with more favorable terms.
In addition, following the increased CAPEX requirements of recent years resulting from our market refocus and from the implementation of new contracts, we seek to maintain a modest financial and growth investment policy focused on strong liquidity, and thus we do not intend to undertake any material acquisitions in the medium-term or to pay dividends to our shareholders until significant deleverage is achieved. In addition, we intend to have a disciplined capital expenditure policy with regards to undertaking projects that meet our investment-returns criteria. Maintenance capital expenditure for the years ended December 31, 2018, and 2019, and for the twelve months ended December 31, 2020 were €20,1 million, €9,7 million, and €7,6 million respectively. We expect our maintenance capital expenditure to remain around or slightly lower than the 2020 levels. Any additional capital expenditure is expected to depend on contract renewals or growth.
For us, responsible gaming, social responsibility and integrity is not merely a strategy. These principles are weaved into the company fabric and we promote them throughout our global operations in any type of engagement. This unwavering commitment, which has been adopted since the company foundation, we believe is essential for building trust with State Authorities and in turn for renewing our existing contracts and winning new ones with lottery and gaming organizations in the State-sponsored gaming sphere. In general, State Authorities and Regulators require us to conduct our business with all due integrity and to provide well-designed games in a secure environment while preventing, to the maximum extent possible, underage, illegal and problem gambling and minimizing any potential harm to society.
In this sense, we strive to adhere to the following key principles across the INTRALOT Group network:
Our presence in developed and high growth markets, our proprietary best-in-class technology and our track record of innovation have led us to become a market leader in the gaming sector and create significant barriers for new entrants.
We operate in a large and growing global market for gaming activities of all kinds. In 2020, global GGR, is estimated to reach approximately €300 billion from approximately €390 billion in 2019, heavily affected by the COVID-19 impact to the industry. However, global GGR is presently estimated to reach approximately €454 billion by 2025, primarily due to the regaining of the significant losses caused by the COVID-19 pandemic, the continued liberalization of markets, the further privatizations of state owned lotteries and the continued and accelerating convergence of physical and online gaming. Therefore, in terms of growth, global GGR is presently estimated to grow at a CAGR of 8,6% from 2020 through 2025, according to H2GC.
Although we participate in all gaming market verticals, we have a leading presence and we concentrate our efforts on the most resilient segments of State-sponsored Lottery, Sports betting and video lottery/machine gaming monitoring.
The Lottery segment has high barriers to entry, as Lotteries are risk averse and their business is based on credibility, while the incumbency advantage has always been strong. It is noteworthy that no greenfield supplier has entered the business for many years and currently only two other companies compete with us for State Lottery contracts. The global lottery market has experienced notable stability and resilience, posting consistent growth in GGR since 2011 and up to 2019, as 2020 which was a year primarily characterized by the effects of the COVID-19 pandemic. Worldwide lottery GGR is estimated to drop around €94 billion in 2020, posting a 0,3% CAGR since 2015 and up to 2020, heavily affected by the drop in the sector's growth in 2020, and is estimated to further grow at a 4,4% CAGR between 2020 and 2025, reaching a level of approximately €117 billion by 2025, according to H2GC.
The Sports Betting market, although more competitive during the recent years, is by far the fastest growing segment of our operations, posting a 3,2% CAGR since 2015 and up to 2020, and is expected to maintain its strong growth trajectory in the coming years, showcasing a 10,3% CAGR between 2020 and 2025, and reaching a level of approximately €90 billion by 2025, according to H2GC.
We believe that our significant and innovative technological and operational expertise has positioned us as a global leader in the supply of integrated gaming systems and services, with a presence across geographies, but focused on developing markets. We hold a leading market position in the majority of the highly regulated markets in which we operate. We entered the United States in 2001 and have since grown our U.S. operations to include contracts in 11 States and the District of Columbia, which we believe demonstrates the value of our products and services. As of December 31, 2020, we enjoyed a leading market position in the technology and support services market for lotteries in the United States with an approximately 24% share of the market (by number of total state lotteries), a population coverage of approximately 40 million people (or approximately 13%), and a market share in terms of wagers handled1 of approximately 10%. We believe our established presence, significant market share and position as the single licensed operator in many of our markets, pose significant barriers to entry for new entrants.
We currently hold 308 patents in gaming technology, and we test numerous gaming concepts across our business activities annually to remain competitive in the latest games and concepts for the players. Our leading development capabilities also allow us to provide innovative and technologically advanced services across our three core business activities.
We also believe that our leading technology and R&D capabilities enable us to effectively compete with other technology providers, decrease capital expenditures and upfront costs as well as reduce on-going maintenance costs. We spent on a continuing operations basis €12,8 million, €13,0 million, and €10,7 million on R&D in 2018, 2019, and 2020 respectively. In each of those years, we were included in the EU Industrial Research and Development Investment Scoreboard prepared and published by the European Commission for our significant investments in R&D, which we believe demonstrates our leadership and commitment as a technological provider.
The management and information systems we operate ensure compliance with industry standards and allow us to succeed in a highly regulated and competitive market, a success also highlighted by the important certifications we have received throughout our years in operation. We were the first international vendor to be awarded the Security Control Standards certification by the World Lottery Association, an award received by only a few vendors globally, which is an important distinction between us and our competitors. Accordingly, we were the first vendor to reach an ISO 20000 certification, and the World Lottery Association has also awarded us the Responsible Gaming Framework Certification. Among others, we hold the ISO 20000-1 certification on service management, the ISO 9001 certification on quality management and the ISO 14001 certification on environmental controls. We believe that our focus on data protection, game integrity and service quality towards our players and other stakeholders, will allow us to grow and retain our significant market position.
1 Source: LaFleur's data for lottery sales in Calendar Year 2020; refers only to numerical and instants' contracts.
Our business is well-diversified across three core business activities of technology and support services, management contracts and licensed operations which are carried out across the world with our current focus on developed countries and mature markets. We currently have operations in 41 jurisdictions on 5 continents with 57 contracts.
In the twelve months ended December 31, 2020, our total positive EBITDA (excluding countries with negative EBITDA) reached €101,6 million. Additionally, in the twelve months ended December 31, 2020, Greek entities represented only 3,8% (1,9% from clients based in Greece) of our revenue. Furthermore, we benefit from the growing share of contracts in developed markets in our portfolio, where we benefit from stable recurring revenue through long-term contracts. We believe that our concentration on mature and resilient markets allows us to mitigate risks that are specific to certain markets and regions as well as the cyclical nature of the sports gaming industry. Moreover, we benefit from strong contract diversity with a diversified portfolio of 57 contracts and licenses, including: 52 technology and support services contracts, which comprised 72,2% of our revenue net of payout during the twelve months ended December 31, 2020; two (2) management contracts, which comprised 11,5% of our revenue net of payout during the same period; and three (3) licenses, which comprised 16,3% of our revenue net of payout during the same period.
(1) Chart figures are presented rounded and countries with negative EBITDA have been excluded from the presentation.
We believe that the long-term nature of our contracts and our strong track record of contract renewals provide us with significant revenue visibility. We estimate that approximately 39% (excluding extension options) of the adjusted revenue2 for the year ended December 31, 2020, were generated through multi-year contracts or renewable licenses that are available to us until 2025 (although the actual revenue that may be generated in the future from these contracts may increase or decrease). For instance, our multi-year contracts in the Continental US have an average contract maturity of 7,5 years. The terms of our 52 technology and support services contracts range from 3 months to 16,8 years, with an average remaining contract length of 4,2 years (or 6,0 years considering certain of our customers' renewal options), as of December 31, 2020. In terms of our management contracts, Morocco has an 2 year tenor after the recent amendment of the contract with La Marocaine Des Jeux et des Sports (MDJS) which was signed in June 2019, while for Bilyoner its current contract ends in August 2029. Our main license contracts in Malta, Brazil, and Argentina, have remaining tenors that range from 1,2 years to 3,4 years.
We also have a strong track record of renewing or extending our contracts as they come up for renewal, as demonstrated by our recent contract renewals and extensions in the United States and beyond. Since 2008, we have successfully renewed or extended approximately 90% of our US contracts. Based on this experience, we expect to renew the substantial majority of our contracts upon their respective expirations, which we believe reflects the strength of our market position. In continuation of a successful streak of contract renewals in 2019, in 2020 we also secured several important renewals and contract extensions. Specifically, in the twelve months ended December 31, 2020, we signed a contract extension through to 2029 to continue our partnership with the Georgia Lottery Corporation providing advanced services for the operation of its COAM (Coin Operated Amusement Machines) project, while also extending our contract with the Vermont Lottery to provide lottery solutions and services.
In the rest of the world we managed to sign extensions of our contracts in Australia, with Lotterywest, the State Lottery in Western Australia to continue to provide our lottery operating system and services, and in New Zealand, where we signed a three year contract extension from 2022 to 2025, with the Department of Internal Affairs (DIA) for the provision of Electronic Monitoring Services for the country's Class 4 gaming venues.
This momentum of contract renewals is continuing, and in early 2021 we signed a three-year extension of our current contract with Intralot de Peru SA through 2024, to continue providing our gaming technology and support services, while also extending our partnership with the Greek gaming operator OPAP, through a two-year contract extension for the provision of numerical lottery products and services from August 2021 to July 2023.
Moreover, within the year we signed a new four-year contract, including an extension option of three years, in the Netherlands with State Lottery Nederlandse Loterij for the provision of our next-generation
2 Adjusted revenue for the revenue visibility estimation, refer to FY20 revenue adjusted for the contribution of contract discontinuations and one-off revenue recognitions within 2020.
sports betting platform, INTRALOT Orion, to support the retail sportsbook operation through the TOTO network.
In addition to our exceptional product technology and service offerings, our track record of renewal is also supported by the fact that it is difficult for clients to switch technology or service providers due to high start up expense in on boarding new technology and replacing equipment (central systems and POS). Because the process to switch providers is lengthy and expensive, requiring advanced investment from a competitor in time, technology and equipment, we believe that we are ordinarily able to identify well in advance when a contract will not be renewed.
Our latest technologies and delivery expertise, along with our flexible operational model, allow us to create standardized products, which can be efficiently and swiftly adapted for individual deployments. The underlying technologies utilized, and the features of our next generation solutions provide for operating margin expansion and moderating capital needs for new system installations.
Additionally, our track record of successfully partnering with local partners has improved our ability to expand our global reach, while minimizing required capital deployment and leveraging local expertise and existing business relationships to drive synergies and operating efficiencies.
Our scalable business model is supported by our advanced IT platform, which allows us to optimize product development by minimizing customization requirements during development while at the same time providing for further product adaptation ("micro tailoring") upon distribution, making our product offering more adaptable. Moreover, our recent landmark collaboration with Microsoft to utilize MS Azure's cloud-computing services, aims to empower INTRALOT with a cloud operating model that increases efficiencies and supports the rapid adaptation of our LotosX and Orion cloud-ready solutions achieving reduced time-to-market, immediate scalability, availability, and interoperability.
Our adaptable model enables us to provide technology to third-party operators, manage operations on behalf of licensees and hold and manage licenses directly as the IT platforms in various jurisdictions permit. It also enables us to address broader gaming sector trends such as increased demand for a personalized player experience, the development of a robust "all-in-one" gaming platform to ensure a unified customer experience converging land based and interactive channels, while offering personalized game offerings and content, and the shift towards mobile as the primary access point to online retail in the gaming sector.
Our "asset-light" operating model is also focused on expanding the scope of our contracts in our target markets. Due to the recent global trend towards regulation of previously restricted forms of gaming driven by State budget deficits and increased demand for social welfare spending, we are able to expand the scope of our contracts by leveraging our technologies, our cross-vertical expertise and delivery capabilities. A key example of this business development approach is the US market, where we succeeded to expand the scope of our lottery contracts and engage with lottery-run sports betting in three States, already launching two sports betting under the State Lottery projects within 2020.
Moreover, and as part of our "asset-light" model, we pursue opportunities and enter new markets through partnerships with local operators, which allow us to share financial and operational risk, reduce capital investments and acquire new contracts and customers through our local partners' relationships. Historically, we sought to enter new markets on our own. However, in recent years we have established a rigorous evaluation process for identifying potential partners in new target markets. We believe these partnerships provide the best means to grow and operate efficiently in certain local markets, as we can benefit from our partners' local relationships, extensive know-how and access to capital.
We have a seasoned and experienced management team, many of whom have been with the Company since its establishment. Our management team involved in the strategic planning and management of our day-to-day operations, has extensive experience in the industry while demonstrating a strong technology background and a strategic perspective of the international gaming industry. Under our Executive Management's leadership, the company has been able to early identify the industry shaping trends and pursue opportunities of long-term strategic value with significant revenue generation potential before our competitors.
Our management team during the recent years has successfully refocused the operating model of the Company on maintaining our leadership position in technology innovation and delivery. The organizational changes implemented were aimed at supporting sustainable growth, through improving operational efficiency and enhancing profitability across our operations. Moreover, the realignment of resources has underpinned our efforts to successfully deliver our next generation technologies for the projects recently contracted. In 2020, we continued to implement our Management's strategic direction for portfolio restructuring, in order to concentrate on developed and resilient markets.
Since 2011, Management has begun shifting our operations from the greater Balkan region to more advanced economies, such as the United States, Oceania and the European Union. Management has also refocused the operating model of the Company on establishing strong partnerships with local partners who can facilitate our growth in certain target markets, while also helping to operate more efficiently and lowering capital expenditures. In addition, our contract management approach adopted by our Management promotes the strategic consideration of potential as well as existing contracts to optimize long-term cash generation.
We are exposed to a variety of risks including game pay-out risk and compliance risk. Our overall risk management strategy seeks to minimize potential adverse effects on both our financial performance, as well as our credibility and reputation.
Our primary game payout exposure comes from our global sports betting operations. We manage this financial risk through best-in-class local odds setting, as well as a main betting center in Greece, complemented by betting centers in Taiwan and Germany, that control our global fixed-odds betting activity and payout policy on a real-time basis. Our sports betting portfolio represented approximately 14,8% of our total revenue for the twelve months ended December 31, 2020, and we have a long track record of successfully managing payout risk. See "INTRALOT Solutions, Products and Services/Services/Sports Betting Risk Management and Footprint". We also enter into risk exchange agreements with major international betting operators and early warning systems, as appropriate and applicable, when possible to further reduce our potential exposure.
Furthermore, we have rigorous internal controls and compliance procedures that are in line with listing standards and international best practices for cash management and legal and regulatory compliance. These include procedures to monitor transactions, maintain key back-up procedures and regular contingency planning, as well as internal audits and procedures to detect money laundering. All these procedures are facilitated by our central system solutions, that control and track all our operations.
The United States, and more widely North America, has become the key jurisdiction for our Group and a key part of our future growth strategy. Apart from our success in this region, the United States represent a large and attractive market, with advanced and stable regulatory frameworks and a long tradition in promoting and regulating profitable gaming operations. Most significantly it is a market with large untapped potential for sports betting and i-Lottery gaming which is currently being regulated across States. According to H2GC, GGR in North America is estimated at €91,3 billion in 2020, heavily affected though by the COVID-19 pandemic impact. To capitalize on this market, we have undergone rapid growth in the United States since 2015, whereby we have embarked on an aggressive strategy that involves increasing revenue on contracts through procurement processes, extending contracts where possible and profitable, and adding new contracts. This success has been driven by our proactive portfolio management, whereby we examine and speak with our customers in order to better understand their needs in today's ever-changing, revenue-driven economy. This type of engagement has typically led to contract extensions and increased revenue opportunities with current customers. Recent examples of such successes within the year 2020 include the contract extension through to 2029 to continue our partnership with the Georgia Lottery Corporation providing advanced services for the operation of its COAM (Coin Operated Amusement Machines) project, as well as the extension of our contract with the Vermont Lottery to provide lottery solutions and services.
In addition, we have repositioned as a technology-driven organization with solution delivery expertise focused on the growth of our customers, which we believe has allowed us to obtain key new client wins/extensions. We continue to add to our portfolio by positioning ourselves not as a commodity product vendor, but rather as a valued business partner. A recent such example is the introduction of Fast Play progressive games enabled by our technology, in collaboration with Camelot Illinois, the Private Manager of the Illinois State Lottery within just a year after the launch of lottery operations in 2019.
As one of three primary competitors in the US lottery industry, innovation is critical and INTRALOT continues to be a leader. INTRALOT has led the industry in the three (out of four) state lottery start-ups, establishing the Arkansas Lottery, Wyoming lottery, and Georgia Coin Operated Amusement Machines (approximately 21.000 devices) and not only selling in record time, but also sustaining and increasing sales since initiation.
The lottery gaming landscape is changing, and we have positioned ourselves to not only assist our customers through this change, but to lead the industry in adapting to this change. As a marketing-driven organization, we believe that we lead the entire US lottery industry in re-examining lottery gaming portfolios and conducting extensive portfolio analysis, each of which has enhanced our product offering and our ability to earn new client wins.
For example, we have become the industry expert in the fast-growing lottery gaming content channel, "Instant Online Games" — in 2020, our customers sold over \$240 million in what was barely identified as a game category a few years ago. Furthermore, we continue to set the pace for the industry as the recognized self—service leader. We have further expanded our self-service portfolio and footprint, as we have debuted an industry-first 30-Bin Instant Ticket Vending Machine, while our multi-purpose vending machines (which were previously deployed in four US States) are under deployment in two more States, recording collectively over \$2,2 billion in sales in 2020, on over 12.800 devices. The multi-purpose machine is designed as the anchor for the innovative, rapidly growing, server-based segment that not only carries state of the art digital gaming content that appeals to all age groups, but also delivers the traditional lottery games that customers already know and love. This self-service technology solution has placed us at the forefront of innovation as it enables practically every US lottery jurisdiction to introduce attractive content-rich games to lottery players through a channel that was previously underutilized or not adopted at all.
The most recent example of our ability to influence the mindset of our US Lottery customers is undoubtedly the wide adoption of sports betting. We strongly pursue to convince our Lottery customers to jointly implement and operate sports betting in the post-PASPA market landscape. For this compelling, exponential growth opportunity we believe we are well positioned and equipped based on our proven record of global deployment and operation expertise. Additionally, our newly developed INTRALOT Orion solution, offers the needed adaptability to cover any US State regulation (retail only/mobile on property/full mobile/omnichannel) and has been recently certified with the applicable US standard (GLI-33). It is noteworthy that in 2020, we signed an agreement with Major League Baseball to become an Authorized Gaming Operator of MLB, which provides us with immediate access to MLB's Official Data. This agreement, coupled with our existing partnerships, will benefit our US State lottery customers and their players by providing them with engaging sports betting experience on both retail and online platforms. Moreover, in our effort to further tailor our sports betting offering for the US market and player preferences, within 2020 we partnered with a specialized third party provider to offer new in-play, real money betting micro-market betting opportunities for NFL, MLB, and NBA.
As proof of our sports betting capabilities, we are being recognized as the vendor of choice for lotteryrun ports betting in the United States, as we are engaged in the majority for such lottery ventures in the country. In 2020 we saw the successful launch of Sports Betting in Washington DC and Montana, where the respective State Lotteries and their performance so far, proves our capability to successfully operate sports betting in the growing US Sports betting market.
On an organic level4 , the group's performance was boosted by the significant growth of our US operations in both Lottery and Sports Betting, and the one-off sales in Canada, Illinois, the Netherlands and Germany, combined with the operating expenses containments across all jurisdictions, that managed to fully absorb the impact from Inteltek's contract discontinuation post August 2019, Morocco's and Netherlands' revised commercial terms, and COVID-19 impact in all key regions. EBITDA increase was also partially counterbalanced by the adverse FX impact4 of currencies movement across many key markets (mainly Argentina and Turkey), posting a +2,5% year over year increase, and reaching €66,2 million, from €64,6 million in 2019.
| Financial Data5 (in € million) |
FY 2020 | FY 2019 | % Change |
|---|---|---|---|
| Revenue (Sale Proceeds) | 364,8 | 437,3 | -16,6% |
| Licensed Operations | 119,8 | 159,5 | -24,9% |
| Management Contracts | 33,5 | 69,5 | -51,8% |
| Technology and Support Services | 211,5 | 208,3 | 1,5% |
| GGR | 292,9 | 340,5 | -14,0% |
| Gross Profit | 75,3 | 94,3 | -20,1% |
| Gross Profit Margin (%) | 20,6% | 21,6% | -1,0pps |
| EBITDA | 66,2 | 64,6 | 2,5% |
| EBITDA Margin on Sales (%) | 18,1% | 14,8% | +3,3pps |
| EBITDA Margin on GGR (%) | 22,6% | 19,0% | +3,6pps |
| Adjusted EBITDA6 | 55,8 | 52,7 | 5,9% |
| EBT (Profit/(loss) before tax from continuing operations) |
-94,1 | -75,2 | -25,1% |
| EBT Margin (%) | -25,8% | -17,2% | -8,6pps |
| NIATMI (Profit/(loss) after tax attributable to the equity holders of the parent company from continuing operations) |
-104,1 | -105,4 | 1,2% |
During the twelve-month period ended December 31st, 2020, INTRALOT systems handled €19,3b of worldwide wagers (from continuing operations7), posting a 1,9% y-o-y increase. East Europe's wagers
3 For additional information on the Group's performance, please also consult the Management Discussion and Analysis Report published on our website.
4 CPI adjusted for Turkey and Argentina (proxy).
5 The activities of Group subsidiaries in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.), in Italy (Gamenet Group S.p.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.31.A.VIII).
6 Calculated as Proportionate EBITDA of fully consolidated entities including EBITDA from equity investments in Greece and Taiwan. Hellenic Lotteries proportionate EBITDA has been included up to the disposal of the investment on August 28th, 2019 (proforma calculation).
7 Discontinued operations and contracts ended within the current period are excluded from the analysis.
increased by 43,5% (reflecting the new Sports Betting era dynamics in Turkey since September 2019), North America's increased by 16,5% (driven mainly by the over-performance of most of the Lotteries, Illinois' full contribution in current year vs. its launch in mid-February 2019, as well as the launch of sports betting in Montana and Washington, D.C.), and Asia's by 4,0%. Growth was partially offset by South America's wagers decrease by -28,1% (attributable mainly to COVID-19 impact, followed by Chile's significant Jackpot in 1Q19 and the recent social unrest in the country), West Europe's decrease by -25,6% (driven mainly by the COVID-19 pandemic) and Africa's decreased wagers by -13,5% (driven by COVID-19 impact in Morocco market).
Reported consolidated revenue posted a decrease compared to FY19, leading to total revenue for the twelve-month period ended December 31, 2020, of €364,8 million (-16,6%).
• Lottery Games was the largest contributor to our top line, comprising 60,6% of our revenue, followed by the Technology Contracts, contributing 16,3% to Group turnover. Sports Betting accounted for 14,8% and VLTs represented 7,6% of Group turnover, while Racing constituted the 0,7% of total revenue of FY20.
Reported consolidated revenue for the twelve-month period is lower by €72,5 million year over year. The main factors that drove top line performance per Business Activity are:
Gross Gaming Revenue (GGR) from continuing operations decreased by 14,0% (€-47,6 million to €292,9 million) year over year, driven by:
• the drop in the non-payout related GGR (€-33,5 million vs. FY19), following mainly the reduced top line contribution of our Management contracts in Turkey and Morocco, and
• the decrease in our payout related GGR (€-14,1 million vs. FY19), driven mainly by the COVID-19 impact across our Licensed Operations (-24,8% on wagers from licensed operations8). FY20 Average Payout Ratio9 was down by 0,7pps vs. LY (60,7% vs. 61,4%), primarily due to Malta's weighted contribution, in part offset by the weighted contribution of our operations in Latin America.
Total Operating Expenses decreased by €28,0 million (or 21,5%) in FY20 (€102,0 million vs. €130,0 million in FY19). The variance is largely driven by the lower operating expenses in Morocco (due to the high minimum state guarantee settlements recorded in 2019 results for both FY18 and FY19, and the lower selling expenses recorded in the current year), and in Turkey (Inteltek's contract discontinuation, and Bilyoner's lower marketing spending). Operating expenses were also lower across all key markets and HQ following cost savings and COVID-19 mitigation actions. The decrease was further supported by lower D&A, partially offsetting the ongoing capital structure optimization expenses (€6,8 million in the current year).
Other Operating Income from continuing operations amounted to €17,6 million, showing a decrease of 8,3% y-o-y (or €-1,6 million), attributable to non-recurring income in FY19, partially offset by the higher equipment lease income in USA in FY20.
EBITDA10 from continuing operations amounted to €66,2 million in FY20, posting an increase of 2,5% (€+1,6 million), compared to the FY19 results. FY20 Organic performance11 was boosted by the significant growth of our US operations in both Lottery and Sports Betting, and the one-off sales in Canada, Illinois, the Netherlands and Germany, combined with the operating expenses containments across all jurisdictions, that managed to fully absorb the impact from Inteltek's contract discontinuation post August 2019, Morocco's and Netherlands' revised commercial terms, and COVID-19 impact in all key regions. EBITDA increase was also partially counterbalanced by the adverse FX impact11 of currencies movement across many key markets (mainly Argentina and Turkey).
On a yearly basis, EBITDA margin on sales improved to 18,1% (14,8% in FY19). The margin increase is primarily driven by our US operations (revenue growth coupled with cost savings) and Bilyoner's improved performance in the second half of 2020, in part offset by Inteltek's contract discontinuation and COVID-19 impact in the current year.
Adjusted EBITDA presented a year over year increase of 5,9%, concluding to €55,8 million, from €52,7 million in FY19.
Earnings before Tax in FY20 totaled €-94,1 million, compared to €-75,2 million in FY19. The deterioration was mainly driven by the worse results from participations and investments (€-22,2 million y-o-y), mainly due to the lower net income from the sale of participations and investments in 2020 vs. 2019 (sale of Hellenic Lotteries participation and bond buybacks in the second half of 2019), the higher impairments of investments in associates in 2020 (largely as a result of the COVID-19 pandemic) and
8 Licensed Operations Revenue also include a small portion of non-Payout related revenue, i.e. value-added services, which totalled €1,3m and €1,9m for FY20 and FY19 respectively.
9 Payout ratio calculation excludes the IFRS 15 impact for payments to customers.
10 Analysis in the EBITDA section excludes Depreciation & Amortization, and expenditures related to capital structure optimization.
11 CPI adjusted for Turkey and Argentina (proxy).
the decreased dividend income in 2020, the worse FX results (€-12,8 million vs. FY19), largely driven by the impact of a more favorable USD movement against other currencies in FY19 (high portion of cash in our Turkish entities was held in USD), combined with a less favorable movement of currencies against the Euro, the higher impairment of assets for the period (€-9,5 million vs. FY19), largely driven by impairments of intangible assets recorded in FY20, and the capital structure optimization expenses in the current year (€-6,8 million). However, the decrease at EBT level was partially counterbalanced by the improved share of net results from the equity method consolidation of associates (€+19,1 million vs. FY19), attributable to the non-consolidation of associates' losses in Asia, following their impairment in the current year as a result of the COVID-19 pandemic, the decreased D&A (€+12,6 million), due to increased impairments and entities' liquidation, as well as the end of useful life of older assets, and the impact of the increased EBITDA (€+1,6 million y-o-y), as described above.
NIATMI (Net Income After Tax and Minority Interest) from continuing operations in FY20 concluded at €-104,1 million, compared to €-105,4 million in FY19. NIATMI from total operations in FY20 amounted to €-106,2 million (lower by €2,0 million vs. a year ago), including the performance of the discontinued operations (Bulgaria and Peru discontinued in both periods, Poland and Italy in FY19).
| Statement of Financial Position/Cash Flows (in € million) |
FY20 | FY19 |
|---|---|---|
| Total Assets | 648,9 | 797,5 |
| Total Equity | -219,1 | -93,2 |
| Cash & Cash Equivalents | 100,0 | 171,1 |
| Partnerships12 | 13,8 | 18,6 |
| All other Operating Entities (with revenue contracts) & Headquarters |
86,2 | 152,5 |
| Net Debt | 651,1 | 594,1 |
| FY20 | FY19 | |
| Operating Cash Flows | 37,7 | 61,3 |
| Net Capital Expenditure | -36,0 | -55,0 |
Operating Cash-flow decreased at €37,7 million in FY20 vs. €61,3 million in FY19. Excluding the operating cash-flow contribution of our discontinued operations (mainly Bulgaria) and the capital structure optimization expenses paid within 2020, the cash-flow from operating activities is higher by €2,4 million versus a year ago, and is largely driven by the higher recorded EBITDA y-o-y from continuing operations (€+1,6 million), and the favorable working capital movement of €+1,5 million (€- 10,3 million in FY20, vs. €-11,8 million in FY19), while the higher Parent company tax payments - tax audit driven in the current year were counterbalanced by lower taxes paid across other markets and mainly in Turkey. The favorable working capital movement is largely driven by the adverse effect of the settlement payments made by Inteltek in 2019 (following its contract discontinuation) and the
12 Refers to stakes in Turkey (Bilyoner) and Argentina; FY19 includes also stakes in Inteltek and Bulgaria.
favorable inventory movement in 2020 following the completed merchandise sales, while partially offset by unfavorable timings in the revenue receipts of the merchandise sales occurred close to the year-end.
Adjusted Free Cash Flow13 in FY20 increased by €8,7 million to €-5,2 million, compared to €-13,9 million a year ago. The main contributor to this variance were the lower Net Dividends Paid (€+6,4 million driven mainly by Inteltek's contract discontinuation, in part offset by the lower dividend income from our investments – i.e. mainly Gamenet and Hellenic Lotteries –, and despite FY20 outflows being negatively affected by Inteltek's contract discontinuation – i.e. €-5,0 million dividend paid as part of settlement procedures). Also, the increase was attributable to the higher recorded EBITDA (€+1,6 million y-o-y) and the lower Maintenance CAPEX for the year (€+1,3 million, mainly HQ driven). Excluding Parent company tax audit payments and Inteltek's contract discontinuation impacts, FY20 Adjusted Free Cash Flow stands at €9,2 million, or €20,3 million above FY19 levels.
Net Capex in FY20 was €36,0 million, compared to €55,0 million in FY19, significantly decreased following the completion of prior year's investment in the US for Illinois, and the higher investments for Croatia and Morocco, as well as the lower outflows in the current year due to the COVID-19 pandemic. Headline CAPEX items in FY20 include €14,0 million in the US, including outflows towards Ohio's new terminals leasing agreement, Sports Betting drivers in New Hampshire's, Washington DC.'s and Montana's contracts, as well as €12,5 million towards R&D and project pipeline delivery. All other net additions amount to €9,5 million for FY20. Maintenance CAPEX for FY20 accounted for €7,6 million, or 21,1% of the overall capital expenditure in FY20, from €9,6 million or 17,4% in FY19.
Net Debt of December 31st, 2020, stood at €651,1 million, increased by €57,0 million compared to December 31st, 2019, impacted primarily by the investments in our US business, as well as towards our projects in Croatia and Morocco (totaling €+14,0 million, out of which €12,5 million towards our US operations), the Parent Company tax audit payments (€+9,5 million), the payments towards Capital Structure Optimization (€+6,1 million), Inteltek's license discontinuation impact (€+5,8 million; including dividends paid to partners following settlement procedures), and bonds IFRS treatment (€+4,3 million). Normal course of business in the Net Debt movement includes also the impact from the high merchandise sales that were realized close to the year-end but were not yet received, as well as the adverse FX impact mainly from our operations in Turkey.
Cash and cash equivalents at the end of FY20 decreased by €71,1 million vs. FY19; of the Cash & Cash Equivalents of December 31st, 2020, €13,8 million were located in our partnerships, and the rest across all other Operating entities (with revenue contracts) and Headquarters (€86,2 million), with an amount of approximately €25,0 million allotted as Working Capital in the operating entities (with revenue contracts).
The Group's financial covenant with respect to Net Debt to EBITDA (Leverage ratio) is:
| Financial Covenants | FY 2020 |
|---|---|
| Leverage ratio | 9,84 |
13 Calculated as EBITDA – Maintenance CAPEX – Cash Taxes – Net Cash Finance Charges (excluding refinancing charges) – Net Dividends Paid; all finance metrics exclude the impact of discontinued operations.
On 31/12/2020 Company's total equity (€7.791 thousand) has become lower of the half (1/2) of its share capital (€47.089 thousand). Company's board of directors is expected to present within the deadline provided by Law 4548/2018 article 119 par.4, all the necessary measures to restore the adequacy of equity.
In the United States, we provide technology and support services to state lotteries through our wholly owned subsidiary Intralot Inc., which was established in December 2001. We are one of the only three vendors who hold contracts with the state lotteries for the supply of online gaming systems, retailer communication networks, and point of sale equipment, such as terminals and vending machines. We became the first non-U.S. company to win a tender for the supply of lottery systems, when we won a contract to supply the Nebraska state lottery in 2003. Intralot Tech, a 100% subsidiary of Intralot Inc., was established in 2019 as USA's development hub in Greece, and complements its existing central functions in Atlanta and Mason, while diminishing the reliance of Intralot Inc. from the HQ functions, therefore enhancing its delivery capabilities, targeting to retain and enhancing the quality of the existing services offered in the US jurisdiction.
In the continental US, we currently operate 12 contracts in 11 states and the District of Columbia, holding contracts for the supply and operation of online lottery gaming systems in Illinois, Ohio, Louisiana, Arkansas, New Hampshire, Idaho, Vermont, Wyoming, Montana, New Mexico and Washington, D.C. We also hold a contract for the provision of central monitoring services for more than 21.000 Coin Operated Amusement Machines in Georgia. In Ohio, in addition to providing the central systems, terminals, equipment, vending machines and retailer network communications, we also provide central monitoring services for seven racinos operating video lottery terminals (VLTs).
2020 marks the year where INTRALOT broke ground in the newly regulated and prominent US Sports Betting market. In early May, "Sports Bet Montana" in Montana of USA was launched. INTRALOT deployed in Montana its new INTRALOT Orion sports betting platform to enable the Montana Lottery's sports wagering self-service terminals and mobile sports wagering offering. In addition, INTRALOT provides to the Montana Lottery a complete suite of services, such as Managed Trading and Marketing Services (MTMS) and Customer Support (CS). Then, in early June, the Digital Sports Betting solution in Washington, DC, was also launched. INTRALOT, as part of its current contract with the DC Lottery, deployed its new INTRALOT Orion sports betting platform to enable the GambetDC mobile and desktop sports betting offering. A third Sport Betting launch, that of New Hampshire, is expected to go live within 2021. Towards strengthening its US Sports Betting offering, INTRALOT Inc. signed an agreement with Major League Baseball (MLB) to become an Authorized Gaming Operator of MLB, just in time for the
14 Financial figures refer to the subsidiaries' contribution to the Group and exclude non-operating entities in each of the countries presented.
start of 2020 60-game regular season. The new deal provides INTRALOT Inc. with immediate access to MLB's Official data, marks, and logos for its Sports Wagering platforms.
We have a strong track record in renewing and extending our contracts in the US, thus securing a longterm presence in the country. More specifically, in early 2018, Intralot Inc. renewed the current contract with the Wyoming Lottery until August 2024. Moreover, in July 2018, Intralot announced a five-year extension to its current gaming systems contract with the New Hampshire Lottery Commission, through June 2025, while in November 2019, Intralot Inc. signed a contract extension to provide its Sports Betting solutions to the New Hampshire Lottery Commission. Furthermore, in November 2018, we renewed our contract with the New Mexico Lottery for 2 more years, up to November 2025. One more development as per contracts extension was realized in May 2019, with the renewal of the existing contract with the Ohio Lottery Commission until June 2021. Recently, Intralot Inc. has renewed its existing contract with the Washington D.C. Lottery for 5 years, with a 5-year extension option. The new contract is effective since October 2019 and Intralot will continue to supply the Washington D.C. Lottery with its Lotos gaming and instant ticket management system, as well as support the Lottery's opening to the regulated Sports Betting wagering market. Last but not least, in July 2020, INTRALOT announced that its U.S. subsidiary, INTRALOT, Inc., signed a contract extension with the Vermont Lottery, while in October 2020, a contract extension was signed through 2029 to continue Intralot Inc.'s six-year partnership with the Georgia Lottery Corporation, providing advanced services for the operation of its COAM (Coin Operated Amusement Machines) project.
In 2020, our sales in the United States and Canada reached €132,8 million, posting a significant increase of 22,3%, over the prior year, when our revenue amounted to €108,6 million. This over-performance is mainly attributed to the strong growth of our Lottery and Sports Betting operations, the higher contribution of our new contract in Illinois in the current period (project launched in mid-February 2019), an one-off revenue recognition in relation to our new project with BCLC in Canada, as well as the merchandise sales in Illinois. The aforementioned drivers have fully absorbed the Ohio CSP contract termination impact (expired in June 2019), a Powerball jackpot occurrence in 1Q19 and the unfavorable USD movement (2,0% Euro appreciation versus a year ago – in YTD average terms). United States and Canada revenue for the twelve months ended December 31, 2020 stands for the 36,4% of the Group's total revenue.
| Key Consolidated Financial Figures15 | FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| (in € million) Revenue GGR |
132,8 132,8 |
108,6 108,6 |
22,3% 22,3% |
| EBITDA CAPEX (Paid) |
51,4 13,8 |
31,7 25,1 |
62,1% -45,0% |
| Key Standalone Balance Sheet Figures Intralot Inc – USA |
FY 2020 | FY 2019 | |
| (in € million) Assets Liabilities |
236,1 98,4 |
167,5 98,0 |
15 US Income Statement and CAPEX figures exclude the impact of the Philippines project that is consolidated under Intralot Inc.; Standalone Balance Sheet figures on the other hand, include the impact of the Philippines business.
| INTRALOT Group ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020 |
|||
|---|---|---|---|
| Cash – Cash Equivalents | 10,2 | 1,8 | |
| DC09 LLC (in € million) Assets Liabilities Cash – Cash Equivalents |
8,9 15,3 2,0 |
5,8 13,5 0,3 |
|
| Intralot Tech (in € million) Assets Liabilities Cash – Cash Equivalents |
1,0 0,9 0,3 |
0,4 0,4 0,1 |
In Greece, we provide technology support and support services for the operation of private gaming and the lottery through INTRALOT S.A., our parent company. Originally incorporated in Athens in 1992, we won our first domestic contract in 1993. We currently operate three contracts in Greece.
As the center of our Global operations, Greece is also home to our betting-trading center that controls our global fixed-odds betting activity, and significant research and development programs (Technology Hub), as well as our corporate Headquarters which supports the wider INTRALOT ecosystem, employing approx. 650 employees at the end of December 31st , 2020. As such, Headquarters expenses serve the different projects of INTRALOT S.A, including among others the Greek projects, but the majority of the effort is distributed towards servicing and supporting the pipeline of won and upcoming contracts, as well as supporting INTRALOT's subsidiaries and R&D efforts.
Our relationship with Greek Organization of Football Prognostics S.A. (OPAP) began in 1999. On July 31st, 2018, the old OPAP contract ended, and the two parties continue their cooperation under a new contract, specifically in the field of numerical lotteries games, resulting in a smaller contract value due to the limited scope. The new contract is a 3-year contract that also includes an option for OPAP to renew for an additional two years. In December 2020, OPAP exercised its unilateral right and extended the contract period until July 2023.
On July 26, 2013, in connection with our participation in a joint venture for a 12-year concession for the management of the Hellenic State Lotteries in Greece, we also signed a set of contracts with the joint venture (the company Hellenic Lotteries S.A. which was incorporated by the consortium members) to provide the IT infrastructure, technical services and logistics to operate the Hellenic State Lottery Tickets and also a contract to develop and manage a new sales network for selling the Hellenic State Lottery Tickets. INTRALOT also signed an amendment to its existing services provision agreement with Hellenic Lotteries S.A. under renegotiated terms and conditions, in the second half of 2019. In mid-September 2019, INTRALOT finalized the disposal of its shares in Hellenic Lotteries S.A. to "OPAP Investment Limited", for a price of €20,0 million.
Revenue from our Greek operations in 2020 was €14,0 million, compared to €21,7 million in the prior year, accounting for 3,8% of the Group's total revenue in the twelve months ended December 31, 2020.
The top line deficit in 2020 is primarily impacted by the COVID-19 pandemic, as well as by lower rendering of services and merchandise sales.
| Key Consolidated Financial Figures | FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| (in € million) | |||
| Revenue | 14,0 | 21,7 | -35,5% |
| GGR | 14,0 | 21,7 | -35,5% |
| EBITDA | -29,6 | -31,5 | 6,0% |
| CAPEX (Paid) | 10,2 | 12,3 | -17,1% |
| Key Standalone Balance Sheet Figures | FY 2020 | FY 2019 | |
| INTRALOT SA | |||
| (in € million) | |||
| Assets | 371,4 | 393,3 | |
| Liabilities | 363,6 | 344,8 | |
| Cash – Cash Equivalents | 8,0 | 16,2 | |
| Intralot Services SA | |||
| (in € million) | |||
| Assets | 0,4 | 0,5 | |
| Liabilities | 0,0 | 0,1 | |
| Cash – Cash Equivalents | 0,1 | 0,1 | |
| Betting Company SA - Greece | |||
| (in € million) | |||
| Assets | 6,5 | 5,6 | |
| Liabilities | 3,1 | 2,3 | |
| Cash – Cash Equivalents | 0,7 | 0,6 | |
| Intralot Interactive - Greece | |||
| (in € million) | |||
| Assets | 0,8 | 1,0 | |
| Liabilities | 0,7 | 0,7 | |
| Cash – Cash Equivalents | 0,4 | 0,4 |
In Argentina, we provide technology support and support services mainly for the operation of lottery games and sports betting in 10 of the 23 jurisdictions in the country, and we are the lottery operator for the Province of Salta. We entered the market when we acquired a majority stake (50,01%) in our subsidiary Tecno Accion in 2007. We facilitate approximately 7.400 terminals throughout Argentina and operate approximately 800 terminals in Salta.
Through Tecno Accion, we offer integrated technology solutions for lottery organizations, such as portable terminals, provide gaming software and trade management systems and communication consultancy. In Salta, we act as the sole lottery operator in the province, with 13 numerical games. Our partners in Tecno Accion are HAPSA, the operator of horse racing (and CASINO HAPSA) in Buenos Aires, and the Inverclub, which manages casinos.
Our revenue from the Argentina facility management business in 2020 reached €11,3 million, versus €15,0 million in 2019. The lottery operator business generated sales of €22,3 million in 2020, compared to €33,2 million in 2019. Both operations' financial performance was affected by the macro environment that led to the application of hyperinflationary economy reporting standard, as well as the COVID-19 pandemic. Our total revenue in Argentina for 2020 was €33,6 million compared to €48,2 million during
the same period last year. Argentina' s revenue in the twelve months ended December 31, 2020 represented 9,2% of INTRALOT Group's total revenue.
| Key Consolidated Financial Figures16 | FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| (in € million) | |||
| Revenue | 33,6 | 48,2 | -30,3% |
| GGR | 20,8 | 29,4 | -29,2% |
| EBITDA | 7,9 | 10,3 | -23,3% |
| CAPEX (Paid) | 0,4 | 0,9 | -55,6% |
| Key Standalone Balance Sheet Figures | FY 2020 | FY 2019 | |
| Tecno Accion SA - Argentina | |||
| (in € million) | |||
| Assets | 9,4 | 10,3 | |
| Liabilities | 3,3 | 4,0 | |
| Cash – Cash Equivalents | 1,9 | 1,8 | |
| Tecno Accion Salta SA | |||
| (in € million) | |||
| Assets | 2,3 | 3,8 | |
| Liabilities | 1,0 | 3,2 | |
| Cash – Cash Equivalents | 1,2 | 2,6 |
We originally entered the Australian market in 2006, where we currently provide technology and support services in two jurisdictions through our wholly owned subsidiaries Intralot Australia Pty Ltd and Intralot Gaming Services Pty Ltd.
In Victoria, IGS supplies a remote monitoring system to control over 26.000 gaming machines under a 15-year contract signed in September 2011 with the State of Victoria. Our monitoring system is designed to ensure the accurate and uninterrupted monitoring of gaming machine transactions, single and multiple venue linked jackpot arrangements, and the capture of data and information with respect to gaming machines for regulatory, taxation, research and related purposes. In addition, conformance with the state-wide pre-commitment system (PCS) has been in place since December 2015 and has increased the monitoring of revenue substantially. IGS will operate the pre-commitment scheme up to the end of the monitoring license referred above, which expires in August 2027.
In Western Australia, we provide the information technology and systems support for the Lotteries Commission of Western Australia (Lotterywest), in order to enable Lotterywest's retail and online gaming sales, through our wholly owned subsidiary Intralot Australia Pty Ltd. Since 2014, we have provided support services for Lotterywest in its Retail Transformation Program (RTP) and secured an extension of our ongoing contract till 2026.
In New Zealand, we provide technology and support services through our wholly owned subsidiary Intralot New Zealand Ltd Operations, which was first awarded the government contract in 2005. To the government we provide an electronic monitoring system to link approximately 16.000 electronic gaming machines (EGMs) in more than 1.100 locations. The electronic monitoring system is designed to guarantee the integrity of games and limit opportunities for fraud. Our contract was extended in 2016
16 Argentina figures have been restated based on IAS 29 (Financial Reporting in Hyperinflationary Economies) as to reflect current purchasing power.
up to 2022, while in 2020 was further extended up to 2025 with a one-year extension option. Additionally, in 2010 we were awarded the development and operation of an Integrated Gambling Platform responsible for electronic licensing with the contact ending in February 2021.
Revenue for 2020 from our Oceania operations has decreased by -28,2%, amounting to €15,3 million, versus €21,3 million in 2019. The decrease in Oceania's revenue is primarily attributed to Australia's lower performance in 2020, driven by the COVID-19 pandemic impact, while on the other hand, our business in New Zealand has remained relatively stable year over year. Revenue from our Oceania operations in the twelve months ended December 31, 2020, represented 4,2% of INTRALOT Group's total revenue.
| FY 2020 | FY 2019 | Δ% |
|---|---|---|
| 15,3 | 21,3 | -28,2% |
| 15,3 | 21,3 | -28,2% |
| 8,9 | 14,1 | -36,9% |
| 2,2 | 0,5 | - |
| FY 2020 | FY 2019 | |
| 7,4 | 7,4 | |
| 2,2 | 2,6 | |
| 1,1 | 1,0 | |
| 0,8 | 1,1 | |
| 14,6 8,0 0,2 2,1 2,4 |
14,4 9,0 3,4 2,3 0,2 |
In Turkey, we currently own approximately 50,01% of Bilyoner, one of the leading online distributors of sports betting games in Turkey. Bilyoner, along with five other online providers, distributes the games of Spor Toto. Bilyoner was established in 2003 and had approximately 4 million registered players as of December 31st, 2020. Bilyoner's license agreement was renewed and is valid till August 2029.
In FY20, the Sports Betting market expanded 2,3 times y-o-y, with the online segment representing close to 92% of the market. Bilyoner has not been able to fully capitalize on the Sports Betting market expansion and favorable mix change as a result of a decline in its market share, the revised commercial terms, following the transition to the new Sports Betting era in Turkey, and the COVID-19 impact.
17 Financial figures of Inteltek are no longer included under the "Turkey" section, following contract expiration post August 2019.
Bilyoner's revenue decreased to €20,7 million in 2020, from €24,4 million over the same period last year, following the transition to the new Sports Betting era in Turkey (driven by a market share reduction and revised commercial terms), as well as the impact of the COVID-19 pandemic, which mostly affected the first half of 2020. Bilyoner's operations were also heavily affected by the local currency devaluation (26,6% Euro appreciation versus a year ago – in average YTD terms). In Turkish Lira terms, Bilyoner's revenue showcased a +7,3% increase versus 2019 (in Euro terms Bilyoner's revenue decreased by - 15,2%). Bilyoner's revenue represented 5,7% of INTRALOT Group's total revenue for the twelve months ended December 31, 2020.
| Key Consolidated Financial Figures | FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| (in € million) | |||
| Revenue | 20,7 | 24,4 | -15,2% |
| GGR | 20,7 | 24,4 | -15,2% |
| EBITDA | 7,8 | 4,7 | 66,0% |
| CAPEX (Paid) | 0,5 | 2,2 | -77,3% |
| Key Standalone Balance Sheet Figures | FY 2020 | FY 2019 | |
| Bilyoner AS - Turkey | |||
| (in € million) | |||
| Assets | 17,1 | 11,7 | |
| Liabilities | 11,4 | 7,2 | |
| Cash – Cash Equivalents | 10,6 | 2,0 |
We founded Intralot Maroc S.A. in 2010, with 100% of shares held by INTRALOT S.A. Intralot Maroc supports the operation of all games of the Moroccan lottery Marocaine des Jeux et des Sports (MDJS). The lottery operates a broad gaming portfolio that ranges from sports betting and numerical games, to instants and fast draw entertainment games, with a distribution network of over 1.400 points of sale throughout Morocco.
Intralot Maroc has been offering its products and services to MDJS since 2010 and had an effective contract of an 8-year term, effective of January 1st, 2020. Following the contract amendment in March 2021, the counterparties agreed to reduce the duration of the contract, ending 31/12/2022. This amendment was designed to enhance resilience in the context of the COVID-19 pandemic repercussions on the overall lottery market. INTRALOT Maroc will continue to support MDJS with the overall management and operation of its lottery, sports betting, and other games activities.
In 2020, Intralot Maroc generated revenue of €10,3 million, while in 2019 the respective revenue amounted to €24,3 million. The main drivers behind this decline are the revised commercial terms following the transition to the new contract, and the COVID-19 impact, especially in the first half of 2020. Our total revenue from Morocco for the twelve months ended December 31, 2020, consisted 2,8% of our Group's total revenue.
| Key Consolidated Financial Figures | FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| (in € million) | |||
| Revenue | 10,3 | 24,3 | -57,6% |
| GGR | 10,3 | 24,3 | -57,6% |
| EBITDA | -1,7 | -2,2 | 22,7% |
| CAPEX (Paid) | 0,8 | 3,4 | -76,5% |
| Key Standalone Balance Sheet Figures | FY 2020 | FY 2019 |
|---|---|---|
| Intralot Maroc SA | ||
| (in € million) | ||
| Assets | 31,6 | 23,3 |
| Liabilities | 52,4 | 38,1 |
| Cash – Cash Equivalents | 1,3 | 4,8 |
We entered the lottery market of Malta in 2004, when we were awarded an eight-year exclusive license to operate all state lottery games. For this project, we established the subsidiary Maltco Lotteries Limited, in which we own a 73,0% stake. In 2012, upon the expiration of this license, Maltco was awarded a new ten-year concession and a license to operate the national lottery of Malta through a competitive tender process.
Currently we operate numerical games (the two national lottery games: Super 5 and Lotto), fixed odds betting, both pre-game and live, a KENO game, a Bingo 75 and a Fast Bingo game, four horse racing games and instant tickets, in a network of approximately 220 POS. Moreover, in Summer 2020, Maltco Lotteries announced the launch of E*SOCCER and Virtual Sports, that were coupled with the introduction of AI-driven football and tennis events enhancing its product offering and adapting to the new realities.
The revenue of Maltco Lotteries in 2020 posted a decline (-19,1%) versus prior year's levels (€95,8 million), amounting to €77,5 million, affected by the COVID-19 pandemic impact. Revenue net of gaming payout follows the same trend, reaching €30,8 million in 2020, compared to €36,3 million in 2019. Our total revenue from Malta for the twelve months ended December 31, 2020, was 21,2% of INTRALOT Group's total revenue.
| Key Consolidated Financial Figures (in € million) |
FY 2020 | FY 2019 | Δ% |
|---|---|---|---|
| Revenue GGR |
77,5 30,8 |
95,8 36,3 |
-19,1% -15,1% |
| EBITDA CAPEX (Paid) |
10,6 0,1 |
12,1 0,2 |
-12,4% -50,0% |
| Key Standalone Balance Sheet Figures Maltco Lotteries Ltd - Malta |
FY 2020 | FY 2019 | |
| (in € million) Assets Liabilities Cash – Cash Equivalents |
24,2 8,7 14,7 |
25,9 7,7 12,2 |
The lottery and sports betting industries continue to experience significant challenges, intensified in 2020 and beyond by the impact of the COVID-19 pandemic. At the same time, both industries have significant opportunities, mainly enabled by the value that can be created by new technologies. Technology evolution, in combination with regulatory initiatives in market liberalization, as well as the change of player demographics and their habits as influenced by new technologies, all set the pace of accelerated change.
In this environment, INTRALOT is well equipped and best positioned to succeed, targeting to reap the fruits of its digital transformation strategy. Leveraging its well-earned position as a global leader in Lottery and Sports Betting technology as well as end-to-end services, INTRALOT has sharpened its strategic focus in order to capitalize on the unrealized value it has created over the years. Technology will be the key enabler towards business innovation. This is, after all, a reality introduced by the 4th industrial revolution that is nowadays blurring the line between the digital and physical worlds. Our technology is not only highly innovative, but it is also easily scalable, interoperable and extensible, welcoming all 4th industrial revolution enablers. Cost optimization, time-to-market, market competitiveness and all other drivers of profitability can be improved by using our technology as an enabler.
Having said that, INTRALOT's realigned organization structure encompasses a technology division with enhanced delivery capacity and a customer centric service provision organization, backed by a strong finance division and a robust commercial arm.
In 2021 we are looking forward to further launches of our new Lotos X and INTRALOT ORION platforms for several European customers, and to benefit from the industry traction of our latest iLottery and terminal solutions. We expect further global recognition of our technologies, such as the Lottery Product of the Year Award for our Photon X terminal and the shortlisting of our Orion Platform in Global Gaming Awards in 2020. We anticipate to achieve economies of scale in 2021 and beyond, as our products become mature and are increasingly deployed over cloud infrastructures resulting in recurring savings of our cost base.
At INTRALOT Inc., in the US, we look forward to capitalizing on our strengths in this market, including a significant contribution from the new sports betting operations for the State Lotteries in DC and Montana, the new games offering in Illinois, and the expected new sports betting launches.
A primary enabler of growth is the sustainability of our capital structure and during 2021 we aim to continue addressing it in a way that will be consistent with our strategy to create long-term value for all stakeholders of the company. Our strong focus remains on our mission to best address the needs of our customers with state-of-the-art products and services, especially in the challenging times of the COVID-19 pandemic, and to generate new free cash flows that will help us in part weather the impact of the pandemic, as well as set the tone for INTRALOT's future journey.
The information indicated below regarding the Corporate Responsibility program refers to:
Drawing from its corporate strategy of sustainable leadership in the gaming sector, INTRALOT's sustainability strategy is to create shared value for all its stakeholders through the generation of economic resources for good causes, responsible gaming operations, technology and product innovation that fosters transparency, the development of education and human capital in the communities where the company operates, and a deep sense of environmental responsibility.
INTRALOT strives to create value for its Stakeholders and adhere to the highest levels of integrity, responsibility, innovation and sustainable growth. INTRALOT's management structure related to Corporate Responsibility is depicted below:
implement and evaluate the Corporate Responsibility program and cooperate with other departments. The Corporate Affairs Division manages the issue of Corporate Responsibility, in order to streamline activities and facilitate the Company's responsible operation, at a strategic, organizational, and operational level.
• The Corporate Affairs Division interacts with General Directors of Operations and other Divisions within the Company, at a local and global level, to facilitate respective practices implemented.
In order to holistically examine topics that can or could affect its responsible operation and ensure that the content of this Report focuses on the Material Issues, INTRALOT conducted a Materiality Analysis, structured around four stages:
The Materiality Analysis, as well as the current Report, which were approved by the Group Corporate Affairs Director, depict the Material Issues for 2019 in the dark orange shaded area of the following diagram:
INTRALOT has a large number of internal and external Stakeholders, who can be defined as all those who are either affected by the Company's operations or affect its operations.
Since Stakeholders increasingly require transparency and active involvement in issues, such as economic impact, societal support, and environmental protection, the Company is consistently committed to enhance its Stakeholders' engagement through a wide range of activities in order to ensure value creation.
INTRALOT, aiming to meet the priorities and expectations of its Stakeholders, has set up several methods of interaction with them based on their main topics of interest, which include among others: the Corporate website, Press releases, Articles and Interviews, Corporate profile brochures, Products and Services brochures, Responsible Gaming questionnaires, Surveys, Meetings, Trainings, Customer Complaint Service, Social media updates, Focus Groups, Points of Sale, Call center support, etc.
A key element of INTRALOT's approach to society is to understand the expectations and effectively contribute to the needs of local community members. The Company seeks to align its economic growth with support to society and strives to implement programs to create value to different groups and accelerate social growth and prosperity.
While environmental protection is a particularly important aspect for most industries, the gaming industry has relatively low impact to the environment. However, INTRALOT considers and monitors its environmental performance and therefore:
It must be noted that within 2019, there were:
INTRALOT Group generated €496 million of shared value for its Stakeholders in 2019 slightly increased from €476 million in 2018. At INTRALOT level, the Company generated €86 million of shared value in 2019 in Greece.
INTRALOT is committed to support the communities where it operates, as they provide the resources, infrastructure and markets for its business's operations. A key element of INTRALOT's approach to society is to understand the expectations and effectively contribute to the needs of local community members, by aligning its economic growth with society support and implement programs to create value to different groups. Therefore, the Company has launched the targeted social support program 'INTRALOT – We Care a Lot', which included 20 activities in 2019 (out of which 1 local and 10 nationwide activities), with a total investment of over €54.200 in two main areas.
20 activities were supported through social support program, with over €54.900 invested
INTRALOT seeks to leverage corporate skills and resources and cultivates volunteerism through various activities, as described below:
Within 2019, INTRALOT participated with over 60 runners to the 5km race of the 1st Corporate Running Party organized by B2Run Greece to support MDA Hellas, which is a non-profit organization to support and improve the quality of life for people with neuromuscular diseases. Based on the number of runners, INTRALOT was ranked 1st among all participating companies.
Furthermore, for the eighth consecutive year, INTRALOT participated with 50 runners to the 5km, 10km and 42km races of the 37th Athens Marathon, the Authentic, to support the NGO 'Greek Society for the Protection of Autistic People' (E.E.P.A.A.).
The Company has placed specially marked collection bins in eating areas of Maroussi and Peania premises, where employees can place used items, such as clothes, shoes, books, and toys and donate them to support the organization 'Together for Children', which helps children in need.
INTRALOT implemented two blood donation programs within 2019, in cooperation with the Athens Children's Hospital 'Aghia Sophia', where INTRALOT has established a blood bank for more than fifteen years. As a result, the Company gathered over 70 blood units, to support needs of employees and their families as well as needs of society in general. It must be noted that the Company's blood bank has responded to over 600 direct requests for blood units in the last 10 years, including needs of many hospitalized children.
Local communities constitute an important Stakeholder of INTRALOT, as they are directly related with the Company and its activities and the Company aims to remain aware of its operations' effects and identify their impacts on local communities. To this day, the Company has not identified any operations with significant actual or potential negative impacts on local communities.
It must be noted that within 2019:
According to the provisions of the Code of Conduct, INTRALOT is committed to minimize its environmental impact and strives to conserve resources and reduce waste and emissions. For this reason, the Company continuously reviews and improves its Environmental Management System (EMS) and systematically identifies and evaluates the environmental impact of its activities, structured around four steps:
The assessment results to an environmental aspect overall priority assignment, which combines the outcome of the following criteria:
Since materials consumption at INTRALOT is a direct result of its operational needs (i.e. paper, toners), the Company:
| 2017 | 2018 | 2019 | ||
|---|---|---|---|---|
| Paper (kg)* | 6,730 | 6,875 | 6,405 | |
| Toners (units) | 296 | 161 | 208 | |
*Refers to the quantity of paper purchased for all purposes (including office and commercial use)
As a result of the use of environmentally friendlier technologies in product design, INTRALOT:
INTRALOT follows the relevant legislative framework concerning waste disposal and does not directly send any waste to landfills. Instead, all waste is systematically collected and sent to a licensed recycling partner, who transports waste and handles waste disposal in an appropriate and environmentally friendlier manner, while no waste (including hazardous waste) was transported abroad to be treated. At the moment, INTRALOT does not use recycled or FSC certified paper or any other recycled materials.
Hazardous waste associated with the Company's operation and sent for recycling mainly includes waste refrigerants, lubricant oils, and filters from the use of generators, while it must be noted that the Company is responsible to remove hazardous waste included in hardware produced or traded by INTRALOT according to environmental procedures in cases of leased equipment that is removed after the expiration of the agreement.
INTRALOT has placed recycling bins in its premises, which include:
• Specially marked bins in the kitchen areas of Maroussi and Peania premises for recyclable materials such as plastic, metal and glass packaging.
The Company re-uses telecommunication devices and IT equipment (such as personal computers and mobile phones) if they are in working condition. In case they cannot be re-used, the Company stores certain components as spare parts (such as memory discs, batteries and hard discs) and forwards the remaining materials for recycling.
| 2017 | 2018 | 2019 | ||
|---|---|---|---|---|
| Operational needs | ||||
| Paper (tn) | 3 | 2,8 | 3 | |
| Toners (units) | 45 | 77 | 52 | |
| Batteries (kg) | 14 | 91 | 212 | |
| Electrical and electronic equipment (WEEE) (kg) |
NR | NR | 50,5 | |
| Packaging materials | ||||
| Plastic (kg) | 1 | 0,1 | 0,1 | |
| Wood (kg) | 3 | 3 | 3 | |
| Packaging pieces (units) | 19,000 | 19,000 | 18,500 | |
| Hazardous materials | ||||
| Refrigerants from generators (kg) | NR | 122 | 122 | |
| Lubricant oils from generators (kg) | NR | 76 | 76 | |
| Filters from generators (kg) | NR | 18 | 18 |
NR = Not reported
Water scarcity is highlighted as an extremely important environmental aspect, as water needs and demand have been intensified during the last years. Being aware of its relative scarcity, INTRALOT:
At the moment, does not recycle or reuse water for its operations.
Has implemented control mechanisms to respond to potential water supply failures and water leakages.
| 2017 | 2018 | 2019 | |
|---|---|---|---|
| Water consumption (m3) | 10,474 | 8,628 | 9,157 |
* Water consumption for 2017-2019 includes also the volume required to fill the cooling towers for the air conditioning system in INTRALOT's building in Maroussi, due to water leakages noticed.
Although INTRALOT's operations are not energy intensive, the Company consciously seeks to reduce energy consumption, with the main sources of energy consumption in its facilities being electricity (purchased from private energy providers) and heating petrol.
| 2017 | 2018 | 2019 | |
|---|---|---|---|
| Diesel for vehicle fleet (lt) | 48,932 | 53,263 | 45,847 |
| Gasoline for vehicle fleet (lt) | 33,417 | 23,597 | 32,338 |
| Heating petrol (lt) | 88,456 | 81,453 | 80,417 |
| Electricity (KWh) | 3,281,880 | 2,775,643 | 2,656,180 |
*Data refer to all buildings of INTRALOT S.A.
In order to reduce its energy consumption and air emissions, INTRALOT:
Uses LED lamps in its building in Maroussi and replaces conventional lamps with energyefficient lamps, with approximately 85% and 50% of lamps installed in Maroussi and Peania premises respectively being energy-efficient lamps.
Has installed photoelectric cells in garage areas to turn off lights when there are no employees in those areas.
Despite operating in a non-energy intensive industry with limited greenhouse gas emissions compared to other industries, the Company systematically measures and reports its greenhouse gas emissions due to its extensive operations and the issue's importance worldwide.
| 2017 (tons CO2) |
2018 (tons CO2) |
2019 (tons CO2) |
|
|---|---|---|---|
| Direct (Scope 1) Greenhouse gas emissions | |||
| Due to diesel consumption for vehicle fleet | 129 | 141 | 121 |
| Due to gasoline consumption for vehicle fleet | 77 | 54 | 74 |
| Due to petrol consumption for heating | 237 | 218 | 215 |
| Indirect (Scope 2) Greenhouse gas emissions | |||
| Due to electricity consumption | 2,199 | 1,860 | 1,780 |
| TOTAL | 2,642 | 2,273 | 2,190 |
* Data refer to all buildings of INTRALOT S.A. Sources of conversion factors: GHG Protocol GHG emissions from transport or mobile sources Calculation Tool v2.6 May 2015 (Diesel, Gasoline), GHG Protocol GHG emissions from stationary combustion Calculation Tool V 4.1 May 2015 (Heating Petrol), IEA - CO2 Emissions from Fuel Combustion 2016 edition 1 (Electricity).
INTRALOT's objective is to reduce the average Ozone Depleting Potential (ODP) of refrigerants used and mainly utilizes chlorofluorocarbons (CFCs) free refrigerants to cool its servers, use in air-conditioning (R407 and R410) and fire suppression systems as well as for its coolers, in order not to harm the ozone layer, as they correspond to a lower ODP (R-11 equivalent), with no quantities of refrigerants required during equipment maintenance activities in buildings.
Because the climate impact of air transportation is currently not sufficiently regulated by national or international laws, the Company voluntarily commits to minimize air travel and travelled air miles, in order to reduce the impact of its business operations on climate change. Therefore, INTRALOT:
| 2017 | 2018 | 2019 | |
|---|---|---|---|
| Flights (number) | 727 | 827 | 745 |
| Long flights (>4 hours) | 172 | 155 | 180 |
| Short flights (<4 hours) | 555 | 672 | 565 |
| Travelled air miles (thousand miles) |
773.9 | 686.9 | 574.9 |
| CO2 emissions (indirect emissions) (tons)* |
492.8 | 437.4 | 285.3 |
*Estimations based on ICAO Carbon Emissions Calculator and EPA 430-R-08-006.
INTRALOT seeks to promote environmental protection issues and encourages initiatives related to environmental protection. Therefore, the Company:
Includes the use of a dedicated reminder in corporate e-mail signatures to consider the environment before printing an e-mail.
Utilizes internal communication means (e.g. email, Corporate intranet portal, posters) to raise employee awareness on environmental protection and efficient use of energy sources.
Due to its negligible influence of activities and operations on biodiversity, INTRALOT does not have a separate policy on biodiversity. However, the Company takes this important environmental issue into consideration, as:
It is important that anyone who participates in games of chance understands the possible risks of the entertainment they are buying and how they vary from one type of games to another. Players must make their choices based on game aspects of the gaming service, know, and accept the odds and never overestimate the chances of winning or try to recover losses by persisting to game beyond their means.
Therefore, Responsible Gaming is a concept to which gaming operators, technology and software suppliers and associated service providers need to ensure that their products and services provide a fair and safe gaming experience that enables players to be protected from the adverse consequences of gaming as well as apply practices to eliminate excessive behavior and protect vulnerable groups, such as individuals under legal age of play, persons with a gaming addiction, and individuals not aware of risks of problem gaming.
Besides being an ethical and regulatory requirement, Responsible Gaming is a business imperative for gaming companies, who are required to comply with applicable Responsible Gaming frameworks and implement specific measures and procedures to protect society and Stakeholders.
Being an ethical and regulatory requirement expected by customers and by society in general and as an Associate member of WLA, INTRALOT abides by the WLA Responsible Gaming Framework, whose purpose is to integrate the Responsible Gaming Principles into the day-to-day operations of member lotteries. The Framework consists of:
| Element | Description |
|---|---|
| Research | Support and/or conduct, integrate and disseminate Responsible Gaming related research. |
| Employee Program | Ensure and support efficient and effective application of Responsible Gaming principles by all relevant employees. |
| Retailer Program | Ensure and support efficient and effective application of Responsible Gaming principles by retailers and their front-line employees. |
| Game Design | Apply evidence-based Responsible Gaming considerations to design, selection and introduction of new lottery and gaming products. |
| Remote Gaming Channels | Ensure that interactive remote gaming platforms have safeguards in place that protect players. |
| Advertising and Marketing Communications |
Ensure continuous improvement of responsible marketing and communications practices and application of regulatory codes. |
| Player Education | Support, integrate and disseminate information related to good practices in responsible play ('informed player choice') and treatment referral. |
| Treatment Referral | Offer support, guidance and referral to specialized services to customers with potential or actual gaming addiction problems, if needed. |
Within 2018, INTRALOT S.A. renewed its Certificate of Alignment with WLA Responsible Gaming Framework for Associate members until 2021, following an in-depth independent assessment performed on its products and services as well as its Responsible Gaming practices by a WLA approved assessor. The assessment covers all corporate functions related to the integrity of games and corporate conduct and recognizes INTRALOT's commitment and efforts to create a secure and supportive gaming environment as well as prevent underage, illegal, and problem gambling or any other potential harm to society.
The importance of responsible operation is embedded in the way INTRALOT is managed, as the Company adopts internal rules and regulations to govern its daily operations, such as the Internal Regulation Charter, the Code of Corporate Governance and the Code of Conduct, while at the same time, INTRALOT is committed to comply with the respective legislation in all countries of operations.
Internal Regulation Charter: The Company's Internal Regulation Charter regulates the structure of INTRALOT's Divisions, their responsibilities and the relationship with each other and with INTRALOT's management. Its primary objective is to ensure compliance with the provisions of the applicable legislation (such as the Law 3016/2002 on corporate governance, the Law 2190/1920 on public limited companies and the Law 3340/2005 on the capital market protection). The Charter defines the responsibilities, duties and obligations of each statutory body, under the provision of the Company's
Articles of Association and the applicable legislation, and is binding for anyone who provides services to the Company, regardless of its nature and legal relationship, such as:
Code of Corporate Governance: INTRALOT has its own Code of Corporate Governance, which documents the practices of corporate governance undertaken by the Company both on its own initiative and according to the relevant legislation (such as Laws 2190/1920, 2778/1999, 3016/2002, 3693/2008 and 3884/2010). The Code is aligned with the Principles of OECD Corporate Governance as published in 2004 and the Code of Corporate Governance for the Listed Companies of the Hellenic Federation of Enterprises (SEV), as well as generally accepted corporate governance principles applied by European Union countries. The Code is posted on the corporate website (www.intralot.com) and its main goals are:
Code of Conduct: The Company's Code of Conduct defines the way its managers and employees behave, maintain respect of laws and regulations and foster relationships of trust with Stakeholders, business partners and other third parties and constitutes a statement of its principles on the following issues:
Relationships with Clients.
Relationships with Competitors.
It must be noted that:
Acknowledging the importance of Human Resources as the most important asset and competitive advantage of any Company, the policies pursued, and the initiatives undertaken by INTRALOT and its subsidiaries abroad, aim at effectively attracting, enhancing, motivating, and retaining talent. The continuous efforts and contribution of all INTRALOT employees, as well as their unceasing trust and support of its shareholders, remain a key factor in the advancement of the Company's competitiveness and further growth. The Company undertakes to provide its employees with a working environment that will constantly develop their capabilities and enhance their performance through reward and recognition schemes, always in accordance with the principles that govern the Group.
From an HR perspective, 2020 has been a challenging year due to the COVID-19 pandemic breakout. The health and safety of our team was our top priority. We had immediately complied with all measures imposed by local governments. For instance, INTRALOT SA, following the March lockdown in Greece, had instantly transitioned into an expanded work from home regime, with close to 70% of its employees remaining under a work from home scheme when the first lockdown was lifted, where governmental
standards were close to 50%; physical meetings have been replaced by virtual ones and new employee onboarding processes were conducted online across the Group, without affecting the performance and quality standards of the Company. For the COVID-19 response actions and our programs focused on online training, connection, and well-being of our people, INTRALOT SA received a Silver Award in the "Most Valued HR Team" category at HR Awards 2020. The Company is constantly reviewing the situation in order to protect the safety of its workforce and the integrity of its operation.
However, we continued to disseminate HR systems and policies to the subsidiaries, focusing on resourcing campaigns and processes, increasing and upgrading our Technology personnel, and motivating our people with various corporate initiatives. Moreover, the HR department played a vital role in creating the new organizational structure, which best aligns our human capital with the solution delivery model, and communicated the 'ONE' principles, which, among other, focus on one INTRALOT team with an open. collaborative culture working together to seize new opportunities.
At Headquarters level, the total turnover rate was at the range of 11,4%, while the people who joined reached 11,8% of the total personnel base. For the selection of human resources, high recruitment standards and processes have been followed.
In 2020, our efforts were focused on internal promotions and training. 10% of our people were internally promoted, while 12 rose to Top Management level; 30% were female.
INTRALOT's Performance Development System was implemented for all employees at Headquarters and at major subsidiaries. The aim of the performance system is to foster a highly engaged workforce aligned with the Organization's goals and values.
In terms of Training, great emphasis was placed on specialized training mainly through e-learning platforms, detailed induction programs for newcomers and leadership development programs as well as safety and compliance. Specifically, at Headquarter level, approximately 3.750 attendees participated in over 45 instructor-led training sessions and in nearly 1.000 e-learning (self-paced) training courses, totaling approximately 17.500 training hours.
Furthermore, a series of healthcare benefits and awareness initiatives was carried out in the past year, such as the proactive healthcare check-up, the annual flu vaccine, the voluntary blood drive initiative (collection of more than 40 pints of blood to serve the needs of INTRALOT's blood bank), our wellness webinars and infotainments and the new integrated recycling program. Almost all our recreational events took place online (e.g. Girls in ICT Day, Parents Webinars, Christmas Online Events for Kids and Christmas Selfie Contest).
Last but not least, in 2020 our company had a few Employer Branding Distinctions: 1) according to Randstad Employer Brand Research, INTRALOT was among the Top 10 most attractive employer brands in Greece for 2020, and 2) INTRALOT received a Gold Award for "Best Team Building Program" and a Silver Award for "Most Valued HR Team" at HR Awards 2020.
The Enterprise Risk Management (ERM) Framework documents the good practices adopted by the INTRALOT Group in order to identify, assess and manage risks related to the achievement of its business objectives.
INTRALOT ERM targets at the assurance of stakeholder and shareholder trust through the appropriate and continuous balancing of risk and value.
INTRALOT ERM follows a holistic approach for taking into account all parameters that drive the execution of INTRALOT Group Strategy, including INTRALOT's financial health, operations, people, technology, compliance, products and reputation.
ERM provides the means to continuously monitor risk, align it with the changing internal and external parameters and manage it according to the defined corporate risk appetite.
The Enterprise Risk Management (ERM) Framework is designed according to the specifications of COSO (Committee of Sponsorship Organizations of the Treadway Commission) and ISACA (COBIT for RISK).
It is a holistic strategic framework taking into account risks related to the business objectives of INTRALOT GROUP.
The framework incorporates the following components:
Objective setting: Objectives are clearly defined in order to be used as a reference point for the identification of risks. A process is in place for setting objectives that align with INTRALOT's mission and are consistent with the corporate risk appetite.
Risk assessment: Risks are analyzed in relation to the objectives and by determining the likelihood of and impact from the realization of an adverse event.
Risk response: Management selects risk responses – avoiding, accepting, reducing, or sharing risk – developing a set of actions to align risks with the entity's risk tolerances and risk appetite.
Event identification: Internal and external events affecting the achievement of INTRALOT objectives are identified.
Internal environment: The internal environment sets the basis for how risk is viewed and addressed by people, including risk management philosophy and risk appetite, integrity and ethical values, and the environment in which they operate.
Control activities: Policies, procedures, strategies and action plans in general are established and implemented to help ensure the risk responses are effectively carried out.
Information and communication: Relevant information is identified, captured, and communicated in a form and time frame that enable people to carry out their responsibilities.
Monitoring: Risk is monitored, and modifications made as necessary. Monitoring is accomplished through ongoing management activities, separate evaluations, or both.
The Group's international activities create several financial risks in the Group's operation, due to constant changes in the global financial environment. The Group beyond the traditional risks of liquidity risk and credit risk also faces market risk. The most significant of these risks are currency risk and interest rate risk. The risk management program is a dynamic process that is constantly evolving and adapted according to market conditions and aims to minimize potential negative impact on financial results. The basic risk management policies are set by the Group Management. The risk management policy is implemented by the Treasury Department of the Group which operates under specific guidelines approved by management.
The Group does not have significant credit risk concentration because of the wide dispersion of its customers and the fact that credit limits are set through signed contracts. The maximum exposure of credit risk amounts to the aggregate values presented in the financial position. In order to minimize the potential credit risk exposure arising from cash and cash equivalents, the Group sets limits regarding the amount of credit exposure to any financial institution. Moreover, in order to secure its transactions even more, the Group adopted an internal rating system, regarding credit rating evaluation, using the relevant financial indices.
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved credit limits, and ability to repay liabilities. The Group has established specific policies to manage and monitor its liquidity in order to continuously have sufficient cash and liquid non-core assets that can meet its obligations. In addition, the Group has set up a system of monitoring and constant optimization of its operating and investing costs in the framework of its liquidity management policies.
Further analysis of the maturity of the financial liabilities of the Group is provided in note 2.33 of the annual financial statements.
Fluctuations in exchange rates can have significant effects on the Group's currency positions. Group transactions are carried out in more than one currency and therefore there is a high exposure in foreign exchange rate fluctuations against the euro, which is the main underlying economic currency. On the other hand, the Group's activity abroad also helps to create an advantage in foreign exchange risk management, due to the diversification in the currency portfolio. This kind of risk mainly results from commercial transactions in foreign currency as well as investments in foreign entities. For managing this type of risk, the Group enters into derivative financial instruments with various financial institutions, such as foreign currency hedging for receipts of foreign currency dividends by abroad subsidiaries. The Group's policy regarding the foreign exchange risk concerns not only the parent company but also the Group's subsidiaries.
Further analysis of the sensitivity analysis on foreign exchange variations and currency hedging derivatives is provided in note 2.33 of the annual financial statements.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's activities are closely linked to interest rates because of investment and long and short-term borrowings. To manage this risk category, the Group uses financial hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy on managing its exposure to interest rate risk affects not only the parent company but also its subsidiaries for the loans concluded in euros or local currency. The Group's exposure to the risk of changes in market interest rates relates primarily to long-term borrowings of the Group's with floating rate. The Group also manages interest rate risk by having a balanced portfolio of loans with fixed and floating rate borrowings. On 31 December 2020, taking into account the possible impact of financial hedging products, approximately 98,5% of the Group's borrowings are at a fixed rate (31/12/2019: 98%) with an average life of approximately 2,7 years. As a result, the impact of interest rate fluctuations in operating results and cash flows of the Group's operating activities is small.
INTRALOT's ability to incur significant additional amounts of debt so as to finance its operations and expansion depends on capital market conditions that influence the levels of new debt issues interest rates and relevant costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the future, however, under the Senior Notes terms will be able to incur additional debt so long as on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2020: approximately 1,50), and will be able to incur additional senior debt as long as on a pro forma basis the ratio of total net debt to EBITDA (senior leverage ratio) is not more than 3,75 (31/12/2020: approximately 9,83). Furthermore, to the above, the Group can incur additional debt from specific baskets. If new debt is added to INTRALOT's existing debt levels, the risks associated with its high leverage described above, including its possible inability to service its debt, will increase.
Further analysis of the Group's leverage is provided in note 2.33 of the annual financial statements.
INTRALOT is one of the largest sports betting operator worldwide. The winners' payout in sports betting may fluctuate in the short-term since it depends on the outcome of the events. The fluctuation of the payout may affect the financial results of INTRALOT since it represents a significant cost element for the Company.
The gaming market is affected by the economic cycles since lottery products are consumer products. However, the gaming sector is more resilient than other sectors of the economy in periods of economic crisis. Specifically, during an economic downturn, frequent draw games (like KENO or VLTs) are most likely to present a reduction in revenues, while lotto type games are less affected. With its international expansion, INTRALOT has achieved significant diversification and has reduced its dependency on the performance of individual markets and economies.
The financial crisis has increased the budget deficits of many countries. The increase of the taxation of lottery games constitutes sometimes an easy, but not correct in Group's opinion, solution for the governments to finance these deficits. Nevertheless, such measures may affect INTRALOT's financial results.
The gaming industry is subject to extensive regulations and oversight and regulatory requirements vary from jurisdiction to jurisdiction. Because of the broad geographical reach of INTRALOT's operations, it is subject to a wide range of complex gaming laws and regulations in the jurisdictions in which it is licensed or operate. These regulations govern, for example, advertisement, payouts, taxation, cash and anti-money laundering compliance procedures and other specific limitations, such as the number of gaming machines in a given POS and their proximity to each other. Most jurisdictions require that INTRALOT be licensed. If a license, approval or finding of suitability is required by a regulatory authority and INTRALOT fails to seek or does not receive the necessary approval, license or finding of suitability, then it may be prohibited from providing its products or services for use in the particular jurisdiction. INTRALOT relies on government licenses in order to conduct its main business activities and termination of these licenses would have a material adverse effect on Group revenue. The regulatory environment in any particular jurisdiction may change in the future, and any such change could have a material adverse impact on Group results of operations, business or prospects.
The gaming industry is characterized by rapidly changing technology and evolving industry standards. Many of INTRALOT's software and hardware products are based on proprietary technologies. INTRALOT's competitiveness in the future will depend on its ability to respond to technological changes and satisfy future technology demands by developing or licensing innovative and appealing products in a timely and cost-effective manner. INTRALOT invests significant financial resources in R&D efforts to develop innovative products so as to compete effectively in the gaming markets.
INTRALOT operates and offers its products and services in many countries, actively operating in rapidly growing and emerging markets. Potential social, political, legal and economic instability in these markets, such as the political turmoil in Turkey in 2016, may pose significant risks to the Group ability to conduct its business and expand its activities in these markets. Although management believes its operations in Turkey have not been affected, there can be no assurances such events will not have an impact in the future.
Intralot operates in a highly competitive industry and its success depends on its ability to effectively compete with numerous domestic and foreign companies. Also, Intralot is heavily dependent on its ability to renew its long term contracts with its customers and could lose substantial revenue and profits if is unable to renew such contracts or renew them with less favorable terms (profit margins, smaller range of services, etc.) due to high competition during public tender process.
The COVID-19 pandemic continues to affect economic and business activity around the world. The extent of its impact will depend on its duration, government policy in key jurisdictions regarding restrictions implemented and the current and subsequent economic disruption that the pandemic will cause.
Regarding the activities of the Group, the Management closely monitors the developments from the outbreak, follows the guidance of the local health authorities and observes the requirements and actions implemented by all local governments. The Group has implemented emergency plans to reduce the potential adverse effects on the Group's employees and businesses. Further details regarding the
restrictions on Group operations from both COVID-19 and local governments actions, as well as the potential financial impacts on the performance of the year 2021, are presented in the section "Coronavirus (COVID-19) pandemic impact" of the Board of the Directors Report, and in the note 2.37 "CORONOVIRUS PANDEMIC (COVID-19) IMPACT" of the Annual Financial Statements for the period ended 31 December 2020.
The most important transactions between the Company and its related parties as per IAS 24 are presented on the table below:
| Income | Expense | ||||
|---|---|---|---|---|---|
| Group | 1/1/2020- | 1/1/2019- | 1/1/2020- | 1/1/2019- | |
| (total operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Intracom Holdings Group | 82 | 96 | 5.411 | 5.827 | |
| Hellenic Lotteries S.A. | 0 | 4.994 | 0 | 0 | |
| Lotrich Information Co LTD | 2.344 | 3.391 | 0 | 2 | |
| Intralot de Peru SAC | 2.140 | 4.421 | 0 | 0 | |
| Firich Enterprises Co LTD | 6 | 0 | 2.892 | 4.946 | |
| Other related parties | 356 | 33 | 1.969 | 7.148 | |
| Executives and members of the board | 0 | 0 | 8.643 | 7.951 | |
| Total | 4.928 | 12.935 | 18.915 | 25.874 |
| Income | Expense | ||||
|---|---|---|---|---|---|
| 1/1/2020- | 1/1/2019- | 1/1/2020- | 1/1/2019- | ||
| Company | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Hellenic Lotteries S.A. | 0 | 3.342 | 0 | 0 | |
| Intracom Holdings Group | 0 | 11 | 4.380 | 5.720 | |
| Lotrich Information Co LTD | 3.754 | 3.599 | 0 | 2 | |
| Firich Enterprises Co LTD | 6 | 0 | 485 | 4.726 | |
| Intralot de Peru SAC | 2.518 | 5.781 | 0 | 0 | |
| Intralot Maroc S.A. | 1.783 | 1.608 | 0 | 0 | |
| Maltco Lotteries Ltd | 1.708 | 1.612 | 0 | 0 | |
| Intralot Finance UK LTD | 1.871 | 0 | 17.585 | 15.251 | |
| Betting Company S.A. | 384 | 3.753 | 1.045 | 1.387 | |
| Inteltek Internet AS | 2.091 | 9.504 | 0 | 0 | |
| Intralot Global Operations B.V. | 2.924 | 2.931 | 0 | 66 | |
| Intralot Do Brazil LTDA | 590 | 1.721 | 0 | 0 | |
| Intralot Inc | 6.800 | 8.294 | 0 | 58 | |
| Intralot Australia PTY Ltd | 2.473 | 608 | 0 | 0 | |
| Bilyoner Interaktif Hizmelter A.S. | 1.098 | 4.462 | 0 | 0 | |
| Intralot Ireland LTD | 1.273 | 1.053 | 0 | 0 | |
| Intralot Iberia Holdings S.A. | 516 | 1.649 | 0 | 0 | |
| Ilot Capital UK LTD | 0 | 0 | 922 | 1.786 | |
| Ilot Investments UK LTD | 0 | 0 | 922 | 1.786 | |
| Intralot Gaming Services PTY LTD | 2.268 | 4.225 | 5 | 33 | |
| Intralot Adriatic DOO | 1.563 | 2.865 | 0 | 0 | |
| Intralot Benelux B.V. | 1.082 | 6.519 | 0 | 0 | |
| Bit8 LTD | 16 | 0 | 1.440 | 528 | |
| Intralot Global Holdings B.V. | 5 | 0 | 3.433 | ||
| Intralot International LTD | 10.915 | 569 | 160 | 659 | |
| Other related parties | 1.974 | 2.490 | 926 | 1.078 | |
| Executives and members of the board | 0 | 0 | 6.293 | 4.922 | |
| Total | 47.612 | 66.596 | 37.596 | 38.002 |
| Group | Receivable | Payable | |||
|---|---|---|---|---|---|
| (total operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Intracom Holdings Group | 1.978 | 1.904 | 5.555 | 7.046 | |
| Lotrich Information Co LTD | 674 | 1.592 | 0 | 0 | |
| Turkcell Group | 0 | 191 | 0 | 0 | |
| VSC | 4.579 | 401 | 389 | 0 | |
| Other related parties | 7.946 | 7.019 | 2.515 | 3.235 | |
| Executives and members of the board | 0 | 40 | 343 | 369 | |
| Total | 15.177 | 11.147 | 8.802 | 10.650 |
| 31/12/2020 31/12/2019 31/12/2020 31/12/2019 Intracom Holdings Group 56 67 4.728 6.298 Lotrich Information Co LTD 674 1.592 0 0 Intralot Do Brazil LTDA 0 26.850 0 0 Intralot International LTD 10.875 607 164 368 Betting Company S.A. 1.817 1.324 4.052 3.596 Intralot Global Holdings B.V. 4 0 3.433 0 Bilyoner AS 1.287 500 0 0 Maltco Lotteries LTD 1.523 1.443 0 0 Lotrom S.A. 1.663 1.663 12.940 13.165 Intralot Inc 26.036 21.310 264 288 Intralot Finance UK LTD 1.871 0 308.338 224.072 Intralot Beijing Co LTD 0 0 1.861 1.975 Ilot Capital UK LTD 0 0 0 27.418 Ilot Investments UK LTD 0 0 0 27.418 Intralot Gaming Services PTY LTD 2.306 3.964 36 5 Intralot Maroc S.A. 6.258 2.966 9 0 Intralot Global Operations B.V. 4.879 2.925 0 52 Intralot Australia PTY LTD 1.331 7 174 1.308 Intralot Adriatic DOO 4.530 2.964 4 0 Intralot Iberia Holdings S.A. 364 1.226 7 0 Intralot Benelux B.V. 994 3.177 0 0 Other related parties 9.650 10.241 1.039 2.188 |
Receivable | Payable | |||||
|---|---|---|---|---|---|---|---|
| Company | |||||||
| Executives and members of the board | 0 | 0 | 240 | 129 | |||
| Total 76.118 82.826 337.289 308.280 |
From the company income in 2020, €4.986 thousand (2019: €17.348 thousand) refer to dividends from the subsidiaries Inteltek Internet AS and Bilyoner AS Holding Company and associated companies Intralot de Peru SAC and Lotrich Information Co LTD.
The BoD and Key Management Personnel transactions and fees for the Group and the Company for the year 1/1/2020-31/12/2020 were €8,6 million and €6,3 million respectively (2019: €7,9 million and €4,9 million respectively).
The Group uses Alternative Performance Measurements ("APM") in decision-making regarding its financial, operational and strategic planning as well as for the evaluation and publication of its performance. These APMs serve to better understand the financial and operating results of the Group, its financial position and the cash flow statement. Alternative indicators ("APM") should always be taken into account in conjunction with the financial results prepared in accordance with IFRS and under no circumstances replace them.
In the description of the Group's performance, "Adjusted" indicators are used:
The "Net Sales after winners' payout (GGR)" are calculated by subtracting the "Pay out" from "Sale proceeds". The relevant calculations are illustrated below:
| GROUP | |||
|---|---|---|---|
| 1/1-31/12/2020 | 1/1-31/12/2019 | ||
| Sale proceeds | 364.843 | 437.279 | |
| Winners Pay out | -71.971 | -96.783 | |
| Net sales after winners payout (GGR) | 292.872 | 340.496 |
Net debt is an APM used by the management to assess the capital structure of the Group. Net debt is calculated by adding to "Long-term debt" the "Long-term lease liabilities" the "Short-term debt" and the "Short-term lease liabilities" and deducting from total the "Cash and cash equivalents".
The adjusted net debt is defined as the net debt except for the discontinued operations of the Group in Bulgaria (Bilot EOOD, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd και ICS S.A.). The relative calculations are presented below:
| GROUP | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 ¹ | ||
| Long-term debt | 468.695 | 716.674 | |
| Long-term lease liabilities | 7.469 | 10.681 | |
| Short-term debt | 272.032 | 31.851 | |
| Short-term lease liabilities | 2.882 | 6.019 | |
| Total debt | 751.078 | 765.225 | |
| Cash and cash equivalents | -99.984 | -171.114 | |
| Net debt | 651.094 | 594.111 | |
| Discontinued operations debt | 0 | -2.262 | |
| Discontinued operations cash and cash equivalents | 0 | 3.516 | |
| Net debt (adjusted) | 651.094 | 595.365 | |
| EBITDA from continuing operations | 66.170 | 64.608 | |
| Leverage | 9,84 | 9,22 |
¹ The Net Debt 31/12/2019 has been adjusted to exclude the balances of Group discontinued operations in Bulgaria.
International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, defines "EBITDA" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal", "Reorganization costs" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments" ,"Write-off and impairment loss of assets" and "Gain/(loss) from assets disposal".
| GROUP | ||
|---|---|---|
| Reconciliation of operating profit before tax to EBIT | 1/1- | 1/1- |
| and EBITDA (continuing operations): | 31/12/2020 | 31/12/2019 |
| Operating profit/(loss) before tax | -94.074 | -75.213 |
| Profit/(loss) on net monetary position | -61 | -510 |
| Profit/(loss) equity method consolidation | 1.476 | 20.560 |
| Foreign exchange differences | 9.590 | -3.163 |
| INTRALOT Group | ||||
|---|---|---|---|---|
| ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020 |
| Interest and similar income | -1.550 | -4.584 |
|---|---|---|
| Interest and similar expenses | 49.979 | 52.487 |
| Income / (expenses) from participations and investments | 3.895 | -18.319 |
| Gain / (loss) from assets disposal, impairment losses & write-off of assets |
21.670 | 12.234 |
| EBIT | -9.075 | -16.508 |
| Depreciation and amortization | 68.491 | 81.116 |
| Reorganization costs ¹ | 6.754 | 0 |
| EBITDA | 66.170 | 64.608 |
¹ Included in "Administrative Expenses"
The adjusted EBITDA is presented in order to better analyze the Group's operating results in combination with its respective structure. As "Adjusted EBITDA" is defined the "Proportionate" EBITDA of the Group by adding the "Proportionate" EBITDA of the Group's most important associates and other companies. As "Proportionate" EBITDA of the Group is defined, the sum of the product of EBITDA contributed by each subsidiary (after the elimination of intra-group transactions) multiplied by the Group's participation percentage in that subsidiary. As "Proportionate" EBITDA of the most important associates and other companies of the Group is defined the sum of the product of EBITDA contributed by each company multiplied by the Group's participation percentage in that company.
The most important associates and other companies are those in which the Group participates with more than 15% and distribute dividends on a systematic basis. For 2020 and 2019 the most important associates and other companies are identified as: Hellenic Lotteries S.A. (until the sale date of the investment), and Lotrich Information Co LTD.
The EBITDA of the Gamenet Group SpA, Intralot de Peru SAC and Eurofootball Ltd has been excluded from the calculation as it has been classified in the discontinued operations according to the IFRS 5. The relevant calculations are presented below:
| GROUP | |||
|---|---|---|---|
| 1/1-31/12/2020 | 1/1-31/12/2019 | ||
| EBITDA | 66.170 | 64.608 | |
| "Proportionate" EBITDA of the Group | 55.416 | 48.119 | |
| "Proportionate" EBITDA of the most important associates and other companies of the Group |
374 | 4.571 | |
| Adjusted EBITDA | 55.790 | 52.690 |
The "Adjusted free cash flows" are defined as the EBITDA of the Group, subtracting the "Maintenance Capital Expenditure", the "Income tax paid", the "Interest and similar expenses paid" (except "Refinancing costs paid" included in "Interest and similar expenses paid"), the "Interest received", the "Dividends received" and "Dividends paid". The aforementioned amounts relate to Group's continuing operations (excluding discontinued operations Azerinteltek AS, Totolotek SA, Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A. as well as the selling expenses of the investment Gamenet Group S.p.A.). As "Maintenance Capital Expenditure" is defined the cash outflow to acquire tangible and intangible fixed assets associated with existing Group projects in order to maintain, replace or upgrade the Group's Gaming Technology Equipment as required to maintain gaming systems in good operating mode during each contract. "Refinancing costs paid" are defined as the redemption
premium and the tender offer premium and the issue costs of bank loans. The relevant calculations are presented below:
| (continuing operation) | GROUP | |||
|---|---|---|---|---|
| 1/1-31/12/2020 | 1/1-31/12/2019 | |||
| EBITDA | 66.170 | 64.608 | ||
| Maintenance Capital Expenditure | -7.390 | -8.731 | ||
| Income tax paid | -14.507 | -14.293 | ||
| Interest and similar expenses paid | -45.917 | -48.222 | ||
| Refinancing costs paid | 0 | 320 | ||
| Interest received | 2.153 | 4.525 | ||
| Dividends received | 2.476 | 9.075 | ||
| Dividends paid | -8.227 | -21.187 | ||
| Adjusted free cash flows | -5.242 | -13.905 |
Reconciliation with Group Cash Flow Statement:
| GROUP 1/1-31/12/2020 | Total Operations |
Discontinued Operations |
Continuing Operations |
|---|---|---|---|
| Income tax paid | -14.511 | -4 | -14.507 |
| Interest and similar expenses paid | -45.941 | -24 | -45.917 |
| Interest received | 2.153 | 0 | 2.153 |
| Dividends received | 3.441 | 965 | 2.476 |
| Dividends paid | -8.461 | -234 | -8.227 |
| GROUP 1/1-31/12/2019 | Total Operations |
Discontinued Operations |
Continuing Operations |
| Income tax paid | -14.293 | 0 | -14.293 |
| Interest and similar expenses paid | -48.483 | -261 | -48.222 |
| Interest received | 4.526 | 1 | 4.525 |
| Dividends received | 10.090 | 1.015 | 9.075 |
From the information stated above and from the Financial Statements you are able to have a complete picture of the Group for the year 1/1/2020-31/12/2020.
Maroussi, 5/5/2021 Sincerely, Chairman of the Board of Directors and Group CEO
Sokratis P. Kokkalis
The share capital of the Company amounts today to forty seven million eighty eight thousand five hundred sixteen euro and thirty cents (€47.088.516,30) divided by one hundred fifty six million nine hundred sixty one thousand seven hundred twenty one (156.961.721) nominal shares at thirty cents (€0,30) each. All Company shares are introduced to the Athens Stock Exchange for negotiation, in the Mid-Capitalization category, under "Gaming Sector". Company shares are common registered shares with a voting right.
Transfer of Company shares is made in accordance with the law, and the Company Statute contains no restrictions on transfer.
3. Major direct or indirect participation pursuant to the Articles 9 to 11 of L. 3556/2007
Sokratis Kokkalis owned 20,26% of the corporate share capital as of 31/12/2020.
INTRALOT S.A. as of 31/12/2020 hold own shares representing 5,861% of the corporate share capital.
All other natural or legal person / entity own no more than 5% of the corporate share capital.
4. Shareholders with special control rights (all types of shares).
Corporate shares, which confer special control rights to their holders, have not been issued.
The Company Statute does not provide for restrictions on the voting right.
The Company has no notion of agreements between its shareholders that may result in restrictions both on share transfer and on the exercise of the related voting rights.
The rules of the Company Statute concerning appointment and replacement of corporate BoD members, as well as amendments in the Statute provisions, are conformed with Law 4548/2018.
Intralot BoD is responsible for issuing new shares in the following cases:
The above power and authority of the Board of Directors can be renewed by the General Meeting of the Company's Shareholders for a period of time not exceeding a five-year period for each renewal, while it becomes effective after the expiration of each five-year period.
The above right has not been conferred to the corporate BoD.
b. In the cases referred to in article 26 of the L. 4548/2018 and article 113 of L.4548/2018 in accordance with the article 7 § 3 and 4 (grant stock option rights) last quotation of Articles of Association.
″3. In any case of increase of the Company's capital, which is not made by way of contribution in kind as well as in the case of issue of bonds convertible into shares, the shareholders of the Company at the time of issue of the new shares have a pre-emption right as regards the acquisition of all new shares or the participation in the bond loan, on a pro-rata basis, according to the number of shares they already own.
The pre-emption right should be exercised within the deadline set by the Company's body which decided on the increase. Such deadline can under no circumstances be less than fourteen (14) days, without prejudice to the provisions regarding deadline for payment of the share capital, as specified in article 20 of L.4548/2018. In case of paragraph 2 of article 25 of L.4548/2018, the deadline set for the exercise of the pre-emption right starts as of the date when the relevant decision of the Board of Directors was made regarding determination of the price of disposal of the new shares. After the expiration of such deadlines, the shares which have not been paid according to everything specified hereinabove, shall be disposed of by the Company's Board of Directors at its discretion at a price which cannot be less than the price paid by the shareholders at the time of increase. In the event that the Company's body which decided on the increase of the capital fails to set the deadline for the exercise of the pre-emption right, then such deadline or any extension thereof, is set upon decision of the Company's Board of Directors within the period of time specified in article 20 of L. 4548/2018.
The invitation regarding the exercise of the pre-emption right should also specify the deadline for the exercise of such right and is subject to publication by the Company in the Government Gazette. Without prejudice to the provisions of paragraph 2 of article 25 of L. 4548/2018, the invitation regarding the exercise of the pre-emption right and the notification regarding the deadline set for the exercise of the pre-emption right, according to everything specified hereinabove, may be omitted, provided that shareholders representing the entire share capital were present in the meeting and provided that they were notified of the deadline set for the exercise of the pre-emption right or declared that they have decided whether they shall exercise or not the pre-emption right. The publication of the invitation may be replaced by a registered letter, return receipt requested.
Upon decision of the General Meeting of the Company's Shareholders made in accordance with the provisions of paragraphs 3 and 4 of article 130 and paragraph 2 of article 132 of L. 4548/2018, the pre-emption right specified in article 26 of L. 4548/1920, may be limited or abolished. Such decision can only be made in the event that the Company's Board of Directors has submitted to the General Meeting of the Company's Shareholders a written report specifying the reasons why the pre-emption right should be curtailed or abolished and justifying the price which is suggested for the issue of the new shares. The decision of the General Meeting is subject to publication. There is no case of exclusion from the pre-emption right, according to everything specified in the previous paragraph, when shares are taken by credit institutions or by companies providing investment consulting services, which are entitled to accept title deeds for safeguarding, according to everything specified in the previous paragraph, and in order to offer them to the shareholders, in accordance with the provisions of paragraph 1 of article 26 of L. 4548/2018. In addition, there is no case of exclusion from the pre-emption right, when the capital increase is intended to give employees a holding in the Company's share capital in accordance with articles 113 and 114 of L. 4548/2018.
The Capital may be increased, in part, by contributions in cash and, in part, by contribution in kind. In this case, the competent body which decides on the increase should declare that the fact that shareholders who contribute in kind do not participate in the increase, which is made by contribution in cash too, does not constitute an exclusion of theirs of the pre-emption right, if the percentage of contributions in kind in comparison to the entire amount of increase is at least equal to the percentage of share capital owned by those shareholders, who make the said contributions. In case of increase of the capital partially by contribution in cash and partially by contribution in kind, the value of contributions in kind should have been assessed, in accordance with the provisions of articles 17 and 18 of L. 4548/2018, before any relevant decision is made.
4.Upon decision of the General Meeting of the Company's Shareholders made, in accordance with the provisions of paragraphs 3 and 4 of article 130 and paragraph 2 of article 132 of L.4548/2018, a plan may be prepared for the disposal of shares to the members of the Board of Directors and to the personnel of the Company and of other affiliated companies as defined in article 32 of L.4308/2014, in the form of a pre-emption right (option), on the terms and conditions of such decision, while a summary of such decision is subject to publication. Persons who provide services to the Company on a regular basis can also be designated as beneficiaries in the above plan. The nominal value of shares, which are disposed of according to the provisions of this paragraph, can under no circumstances exceed one tenth (1/10) of the share capital, which was paid up on the date when such decision was made by the General Meeting of the Company's Shareholders. The decision of the General Meeting of the Company's Shareholders specifies that, in order to satisfy the legal requirements with regard to the pre-emption right, the Company will increase its share capital or will use shares, which are acquired or have been acquired by the Company, in accordance with the provisions of article 49 of L. 4548/2018. In any case, the decision of the General Meeting of the Company's Shareholders should specify the highest number of shares which may be acquired or issued, in the event that the beneficiaries shall exercise the above mentioned right of theirs, the price and the terms and conditions for disposal of the shares to the beneficiaries, the beneficiaries or the categories of beneficiaries and the method used for the determination of the price of acquisition thereof, without prejudice to the provisions of paragraph 2 of article 35 of L. 4548/2018, the duration of the plan as well as any other relevant term and condition. According to the same decision the beneficiaries or the categories of beneficiaries, the way of exercise of the pre-emption right and any other term and condition related to the plan for the disposal of shares. According to the terms and conditions of the plan, the Company's Board of Directors issues for the beneficiaries who exercised their right certificates proving that they have acquired shares and every three months maximum, it delivers the shares which have already been issued or are issued and it delivers the shares to the above named beneficiaries, by increasing the Company's share capital, while it confirms the increase of the share capital. The decision of the Company's Board of Directors confirming the payment of the amount of increase should be made every three months, in deviation of the provisions of article 20 of L. 4548/2018. The provisions of article 26 of L. 4548/2018 do not apply to those capital increases.
Upon decision made, in accordance with the provisions of paragraphs 3 and 4 of article 130, and paragraph 2 of article 132 of L. 4548/2018, which is subject to publication, in accordance with the provisions of article 12 of L. of 4548/2018, the General Meeting of the Company's Shareholders is entitled to authorize the Company's Board of Directors to prepare a plan for the disposal of shares, according to the provisions of the previous paragraph, by increasing the share capital, if necessary, and by making all other relevant decisions. Such authorization is valid for five (5) years, unless the General Meeting of the Company's Shareholders shall determine that it is valid for a shorter period of time and that it is irrelevant to the powers and authorities of the Company's Board of Directors, specified in paragraph 1 of article 24 of L. 4548/2018. The resolution of the Company's Board of Directors shall be passed under the terms of article 113 of L. 4548/2018. The above do not apply where the plan for the disposal of shares has been included in the approved remuneration policy.
With respect to the disposal of shares to members of the Board of Directors and/or employees of the Company or its associated companies as defined in article 32 of L. 4308/2014 free of charge, the provisions of article 114 of L. 4548/2018 shall apply. ″
C. Pursuant to the current Law 4548/2018 company may acquire own shares.
INTRALOT S.A., according to article 49, L. 4548/2018, and based on the resolution of the Shareholder's Annual General Meeting which took place on the 29.05.2020, has approved a buy-back program of up to 10% of the paid share capital, for the time period of 24 months with effect from 29.05.2020 and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12,00. It has also approved that the own shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it.
During the nine months of 2018, the Company purchased 9.218.779 treasury shares (5,87% of the Company's share capital) at an average price of €0,93 per share, totalling €8.589 thousand.
Until 31/12/2018 the Company holds 9.200.033 own shares (5,86% of the corporate share capital) with average price €0,93 per share and a total purchase price of €8.528 thousand, subtracting 2.000.000 treasury shares (1,27% of the share capital of the Company) at an average purchase price of €1,10, that were cancelled from the Shareholder's Annual General Meeting of 16.05.2018. From 01.01.20 until 31.12.20 the Company did not buy own shares.
9. Key agreement by the Company, which becomes effective, is amended or terminated in case the Company control changes hands following a public offer, and the results of such agreement.
There is no such agreement.
10. Any agreement between the Company and members of its BoD or its personnel providing for indemnification in case of non-well-founded resignation or dismissal or termination of mandate/ employment due to a public offer.
There are no agreements between the Company and members of its BoD or its personnel providing for indemnification in case of non-well-founded resignation or dismissal or termination of mandate/ employment due to a public offer.
INTRALOT (hereinafter "the Company"), is a Société Anonyme whose shares are listed in the Athens Stock Exchange.
This Corporate Governance Statement constitutes special part of the Annual Report of the Board of Directors, according to the provisions of articles 152 and 153 of L. 4548/2018.
The Company is fully compliant with the relevant national laws, provisions and regulations, as well as with its internal corporate values regarding the development of the principles of corporate governance it applies, and adjusted to what is defined by the institutional framework for corporate governance.
The meeting of 16/03/2011 of the Board of Directors approved the Corporate Governance Code, as amended and in force from the meeting of 08/03/2012 of the Board of Directors to be found posted on the Company website www.intralot.com along with its English translation.
ΙΙ. Reference to corporate governance practices applied by the Company in addition to provisions of the law, and reference to the location where they are published.
INTRALOT, in addition to the provisions of the Greek law included in particular in Laws, 3016/2002, 4449/2017 and document no. 1302/28.4.2017 of the Hellenic Capital Market Commission addressed to listed companies and the L. 4548/2018 in drafting the Corporate Governance Code posted as applicable on the Company's website www.intralot.com, has considered and incorporated in its Code, and applies the best international practices for listed companies and the Principles of Corporate Governance of OECD.
ΙΙΙ. Description of the main attributes of the Company's and the companies included in the consolidated financial statements taken as a total, internal audit and risk management systems, in relation to the process of financial reports drafting.
The Board of Directors must certify in writing that the annual and interim financial statements reflect objectively the financial position of the company and the companies included in the consolidated financial statements taken as a total. This certification should follow the corresponding certification by the Company auditors.
The Board of Directors is responsible for the presentation of all significant business risks related to the operation of the company and the companies included in the consolidated financial statements taken as a total, providing explanations where it deems necessary, in the preparation of annual and interim financial statements.
Specifically,
The information demanded by article 10 par. 1 of Directive 2004/25/EK of the European Parliament and Council is included, according to article 4 par. 7 of L. 3556/2007, in the Explanatory Report which comprises part of the Annual Report of the Board of Directors.
The General Meeting of the Company's shareholders is the supreme body of the Company and it is entitled to decide on every Company issue as per L. 4548/2018. The decisions of the General Meeting shall also be binding on absent or dissenting shareholders.
The General Meeting of the Company's Shareholders is the sole competent body to decide on the following issues:
a) Modifications of the Articles of Association; Modifications include increases, regular or
extraordinary, and decreases of the share capital;
b) Election of members of the Board of Directors, and auditors;
c) The approval of the overall management as per article 108 of L.4548/2018 and the discharge of auditors;
d) Approval of the annual and any consolidated financial statements;
e) Distribution of annual profits;
f) The approval of the provision of remuneration or advance payments as per article 109 of
L. 4548/2018;
g) The approval of the overall remuneration policy as per article 110 of L. 4548/2018 and of the remuneration report as per article 112 of L. 4548/2018;
h) The merger, splitting, transformation, revival, extension of the duration or the dissolution of the Company; and
i) Appointment of liquidators.
The General Meeting shall meet at the registered head office of the company or in the district of another municipality within the district of the Company's registered head office or of another municipality adjacent to the Company's registered head office or in the district of the municipality where the registered head office of the Athens Stock Exchange is located. The General Meeting can meet anywhere when shareholders with voting rights representing the entire capital are present or represented in the meeting and no shareholder objects to the convening of the meeting and to any decision-making.
With the exception of repetitive meetings, the invitation to the General Meeting must be published at least twenty (20) full days before the day of the meeting.
The invitation to the General Meeting of the Company's Shareholders should clearly specify the date and time of the meeting, the premises - exact address where the meeting shall take place as well as the agenda items. It should also specify the shareholders being entitled to participate in the meeting and any instructions as regards the way in which those shareholders shall participate in the meeting and shall exercise their rights, in person or through a representative or from a distance. Furthermore, the invitation to the General Meeting should specify everything provided for in paragraph 4 of article 121 of L.4548/2018 and be published in accordance with the provisions of article 122 of L. 4548/2018. No other invitation to the repetitive meeting is required, if the initial invitation specifies the place and date of the repetitive meeting, provided that the repetitive meeting shall be convened at least five (5) full days after the meeting which was adjourned.
Every shareholder is entitled to participate and vote in the General Meeting of the Company's Shareholders either in person or through a representative, in accordance with the provisions of articles 124 and 128 of L. 4548/2018.
Shareholders who have not complied with the deadline of paragraph 4, article 128 of L. 4548/2018 participate in the General Meeting unless the General Meeting refuses their participation for serious cause justifying such refusal.
A quorum is present, and the General Meeting validly convenes on the items of the agenda, when shareholders representing one fifth (1/5) of the paid-up capital are present in person or by proxy. If such quorum fails to be present in the first meeting, the General Meeting shall be held again within twenty (20) days of the date of postponement, by invitation with notice of at least ten (10) days. The repetitive General Meeting is considered to have reached a quorum and validly meets in order to discuss the initial agenda items regardless of the part of the paid-up capital being represented therein. No other invitation to the repetitive meeting is required, if the initial invitation specifies the place and date of the repetitive meetings, provided that the repetitive meeting shall be convened at least five (5) full days after the meeting which was adjourned.
The decisions of the General Meeting of the Company's Shareholders are made by absolute majority of votes being represented in the meeting.
Exceptionally, the General Meeting is considered to have reached a quorum and validly meets in order to discuss the agenda items when shareholders representing at least one half (1/2) of the paid-up capital are present or represented therein, and in order to make decisions related to:
In the case of the preceding paragraph, if the quorum required by the last subparagraph is not reached, the General Meeting is invited and meets again in accordance with paragraph 2 of article 13 hereof and is in quorum and meets validly on the issues of the original agenda when shareholders representing at least one-fifth (1/5) of the paid up capital are present or represented therein. No other invitation to the repetitive meeting is required, if the initial invitation specifies the place and date of the repetitive meetings, provided that the repetitive meeting shall be convened at least five (5) full days after the meeting which was adjourned.
Shareholders have the right to attend General Meetings in person or by proxy, shareholder or not. Each share entitles the owner to one vote.
In case of increase of the Company's share capital, when that increase is not happening by contribution in kind or by issue of convertible bonds, priority rights for the entire new capital or the bond issue, are granted to the shareholders at the date of issue, proportionate to their holding in the existing share capital.
According to article 27 of L. 4548/2018, priority right of article 26 of L. 4548/2018 may be limited or abolished, by decision of the General Meeting of Shareholders made by an increased quorum and majority, pursuant to the provisions of articles 130 par. 3 and 4 and par. 2 of article 132 of L. 4548/2018.
Upon request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's Board of Directors is obliged to convene an Extraordinary General Meeting of the Company's Shareholders, by setting the date of such meeting not later than forty-five (45) days from the date when the relevant request was served upon the President of the Board of Directors. The request should specify accurately the agenda items. In the event that the General Meeting of the Company's Shareholders shall not be convened within twenty (20) days from the service of the relevant request, then it should be convened by the shareholders who submitted the above request at the expense of the Company, by virtue of a judgment of the Single-Member First Instance Court in the district where the Company's registered head office is located and such judgment should be issued according to the proceedings of interim and precautionary measures and it should specify the place and time of the General Meeting and the agenda items.
Upon request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's Board of Directors is obliged to add to the existing agenda items of the General Meeting of the Company's Shareholders which has already been convened any other items, provided that the relevant request has been submitted to the Company's Board of Directors at least fifteen (15) days prior to the General Meeting. Those items which shall be added should be published or should be communicated by the Company's Board of Directors, according to the provisions of article 122 of L. 4548/2018, at least seven (7) days prior to the General Meeting. The request to add those additional items to the existing agenda items should also specify the respective reasons or it should contain a draft decision which should be approved by the General Meeting of the Company's Shareholders, while the revised agenda items should be published according to everything provided for as regards the publication of the previous agenda items, thirteen (13) days prior to the date of the General Meeting of the Company's Shareholders and it should be available for the shareholders at the website of the Company together with the reasons or the draft decision which has been submitted by the shareholders in accordance with the provisions of article 123 of L.4548/2018. Should such issues be not published, the applicant shareholders are entitled to request the adjournment of the General Meeting, under paragraph 5 of article 141 of L.4548/2018, and to proceed themselves to the publication, as per the specifications of the second item of the present paragraph, at the expenses of the company.
Shareholders representing one twentieth (1/20) of the paid-up capital are entitled to submit draft decisions on items included in the initial or any revised agenda of the General Meeting. The relevant request must be received by the Company's Board of Directors at least seven (7) days before the date of the General Meeting and the draft decisions must be made available to the Company's shareholders in accordance with the provisions of article 123, par. 3 of L. 4548/2018 at least six (6) days before the date of the General Meeting.
The Board of Directors is under no obligation to record matters in the agenda, publish or notify them along with justification and drafts of resolutions submitted by the shareholders, should their content evidently opposes to the law or the public morality.
Upon request of the shareholder(s) representing one twentieth (1/20) of the paid up capital, the President of the General Meeting is obliged to postpone just once any decision-making by the Ordinary or Extraordinary General Meeting, by setting as date for the continuation of the meeting as regards any decision-making, the date designated in the Shareholders' request, and in any case, a date not later than twenty (20) days from the date of postponement. The upon adjournment general meeting is a continuation of the previous meeting and no reiteration of the shareholders' invitation publication formalities is required; moreover, to this meeting may participate even new shareholders, by abiding by the provisions of paragraph 6 of article 124 of L. 4548/2018.
Upon request of any shareholder which should be submitted to the Company at least five (5) full days prior to the General Meeting, the Company's Board of Directors is obliged to provide to the General Meeting specific information requested with regard to the Company's affairs, to the extent that such information is relevant to the agenda items. The Board of Directors is not obliged to provide the information requested, when such information is already available at the Company's website, and particularly in the form of questions - answers. Furthermore, upon request of shareholders representing one twentieth (1/20) of the paid up capital, the Company's Board of Directors is obliged to notify the Ordinary General Meeting of the Company's Shareholders of the amounts paid by the Company due to any reason whatsoever during the last two years to the members of the Board of Directors or the Company's managers as well as of any remuneration paid to those persons as a result of any contract whatsoever concluded between them and the Company. In all the above-mentioned cases, the Board of Directors may refuse to provide the information requested for good reasons, while those reasons should be mentioned in the minutes of the meeting. In the cases set out in this paragraph, the Board of Directors may provide a single answer to any shareholders' requests relating to the same matter.
Upon request of shareholders representing one tenth (1/10) of the paid up capital, which should be submitted to the Company within the deadline specified in the previous paragraph, the Company's Board of Directors is obliged to provide to the General Meeting of the Company's Shareholders any information on the Company's course of business operations and on the Company's assets. The Board of Directors may refuse to provide the information requested for good reasons, while those reasons should be mentioned in the minutes of the meeting.
Upon request by shareholders representing one twentieth (1/20) of the paid-up capital, the voting on an item or items on the agenda shall be made by an open vote.
Shareholders of the Company representing at least one twentieth (1/20) of the paid-up capital may request the extraordinary audit of the Company by the court which shall hear the case under the ex parte proceedings.
Shareholders of the Company representing one fifth (1/5) of the paid up capital are entitled to request from the court the audit of the Company, where from the course of the Company's business operations as a whole, and based on specific indications, it is believed that the management of the Company's corporate affairs is not exercised according to the criteria of sound and prudent management.
According to the Articles of Association, the Company must distribute annually minimum dividend equal to the minimum annual dividend projected by law (Article 161 of L. 4548/2018), which amounts to at least 35% of the company's net profit, following the deduction necessary for the establishment of statutory reserves.
The place and method of payment is announced in notices published in the press, the Daily Official List and the website of the ATHEX and the Company website.
Dividends are paid within two (2) months of the date of the Annual General Meeting of Shareholders which approves the Company's Financial Statements.
Dividends which remain unclaimed for a period of five years of the date they became payable, are forfeited to the State.
On conclusion of the liquidation, the liquidators return the contributions of the Shareholders in accordance with the Articles of Association and distribute the balance of the Company's assets' liquidation to the Shareholders in proportion to their share in the paid-up capital of the Company.
VΙ. Composition and manner of operation of the Board of Directors and other administrative, management or supervisory bodies or committees of the Company.
The purpose of the Board is the continuous enhancement of the long-term economic value of the Company and the safeguarding of general corporate interests. The Board of Directors is responsible for deciding on all matters pertaining to the management of the Company, administering company assets and the general pursuit of the company's purposes without any limitation (apart from matters pertaining exclusively to the General Meeting) and representing the Company both judicially and extra-judicially.
The Company is managed by a Board of Directors comprised of minimum seven (7) to eleven (11) members, who are elected by the General Meeting with simple majority of the shareholders who are present, which also determines the term of their service. A legal entity may also be elected to the Board. The members of the Board of Directors are elected by shareholders for a six-year term which is automatically extended until the first annual General Meeting following the end of their term but does not preclude their re-election. The replacement of all members of the Board in one General Meeting should be avoided, and the succession of members of the Board of Directors must be conducted gradually.
The names of the members of the Board of Directors submitted for election or re-election will be accompanied by sufficient biographical details and the view of the Board on the independence of the proposed Board members, in accordance with the independence criteria set out in the Law, and any other relevant information to enable shareholders to make an informed decision.
The General Meeting may also elect alternate members of the Board, with the aim to replace resigning, deceased or retiring members of the Board.
Should the replacement by alternate members, as stated above, is not possible, the remaining members of the Board of Directors, provided they constitute at least three (3), may resolve to elect new members. Should the Board be deficient of members (due to resignation, death or any other loss of membership), the Board of Directors, provided the number of remaining members is more than half of the initial number of members, and in any event no less than three (3), may continue to manage and represent the Company, without proceeding to replacement of deficient members as stated in the previous paragraph.
The Board of Directors elects the Chairman, the Vice-Chairman and one or two Chief Executive Officers or/ and one or two Deputy Chief Executive Officers among its members. The Chairman or Vice-Chairman of the Board of Directors is not required to be an executive member of the Board of Directors.
In case of absence of impediment of the President, the latter shall be substituted (as regards all powers
and authorities of his/hers) by the Vice-President, acting as a deputy President, and in the absence of a President or a Deputy thereof, the duties of President may be carried out temporarily by the shareholder with the largest number of voting shares.
The Board of Directors is comprised of a majority of non-executive members (including at least two independent non-executive members).
The independent non-executive members are exempt from conflicts of interest with the Company, and from close ties with Management, majority shareholders or the Company. For the duration of their term, the independent non-executive members are not permitted to hold more than 0,5% of the share capital of the Company or to maintain a dependent relationship with the Company or with persons affiliated with the Company. The independent members are elected by the General Meeting. The Board of Directors must determine whether the candidate fulfils the independence criteria before he/she is nominated by the General Meeting of Shareholders. In determining the independence of both candidates and current members, the Board of Directors should consider that a relation of dependence exists when the member:
The Company's current Board of Directors consists of nine (9) members and was elected by the Extraordinary General Meeting of shareholders of December 17, 2020, for a six-year term, has the following composition after the 11.01.21 resignation of Mr. Christos Dimitriadis, without the replacement of the resigned member according to par. 2 of article 82 of Law 4548/2018 and in accordance with the relevant provision of the Company's Articles of Association and reconstruction of the Board of Directors consisting of:
The CVs of all members of the Board of Directors are available on the Company's website (www.intralot.com).
The Board of Directors may validly convene, in addition to the company headquarters, elsewhere in Greece or abroad. The Board of Directors may also convene via teleconference; in such case, the invitation to the Board members includes information relevant to the teleconference.
The Board of Directors shall convene with the frequency required to ensure the effective performance of its duties and at least once per month.
The Chairman will preside over meetings of the Board of Directors and in the case of being absent, the Vice-Chairman will take the chair.
The Board of Directors decides with a majority of the members either physically present and/or represented by proxy except in case of Article 5 Paragraph 2 of the Company's Articles of Association.
The discussions and the resolutions of the Board are recorded in minutes. The minutes of each session must be distributed and approved at the subsequent Board meeting. Copies and extracts of the Minutes are ratified by the President of the Board of Directors or the Managing Director or by any other councilor. Responsibilities of the Board of Directors
The responsibilities of the Board of Directors are clearly defined, apart from the legislation in force, by both the Company's Articles of Association and the internal Company regulation or other internal Company documents.
The Board of Directors is responsible for deciding on all matters pertaining to the management of the Company, administering company assets and the general pursuit of the company's purposes without any limitation (apart from matters pertaining exclusively to the General Meeting) and representing the Company both judicially and extra-judicially. Responsibilities of the Board of Directors include:
being alert and adequately addressing actual and potential conflicts of interest between the Company, on the one hand, and the Management, Board members or major shareholders on the other (including shareholders with direct or indirect power to control the Board's composition and behavior); to this end, the Board should put a set of procedures in place for supervising transactions by all related persons (including transactions that must be submitted to the shareholders for approval) in order to ensure transparency and protect the Company's interests;
ensuring that there is a satisfactory process for monitoring the Company's compliance with relevant laws and regulations;
The Board of Directors may assign all or part of its managerial powers (except for those requiring collective action) and representation to one or more persons, either members or non-members of the Board of Directors, Company's employees or third parties, specifying the extent of the power granted. These persons may, if provided in the respective resolution of the Board of Directors, further delegate to third parties, wholly or partially, the aforementioned powers. The persons assigned with the aforementioned powers bind the Company as its corporate bodies to the full extent of the aforementioned powers.
The Board of Directors may assign committees which support its decision-making process and ensure the effective management of potential conflicts of interest which may arise throughout the decisionmaking process.
Each Board member has a duty of loyalty to the Company. The Board members should act with integrity and in the best interests of the Company as well as protect the confidentiality of information that has not been disclosed to the public. They should not compete with the Company and must avoid any role or activity that creates or appears to create conflict between personal interests and the interests of the Company, including holding board or executive positions in competing companies, without the permission of the General Meeting of the shareholders. The Board members contribute their expertise and devote to their duties the necessary time and attention. They should also limit the number of other professional commitments (in particular any directorship held in other companies) to the extent necessary for the satisfactory execution of their duties as members of the Board.
Finally, the members of the Board must endeavor to attend all meetings of the Board and the committees of which they are members.
The division of responsibilities between the Chairman and the Chief Executive Officer, in case that both are executive members of the Board, should be clearly established by the Board, set out in writing and communicated to the shareholders. The same applies in the event that the duties of the Chairman and Chief Executive Officer are exercised by the same person.
The Chairman should facilitate the effective contribution by non-executive Board members to the work of the Board and ensure constructive relations between executive and non-executive members.
The Chairman and/or the Vice Chairman must have meetings with the non-executive members, without the presence of the executive members, in order to discuss the performance of the latter as well as other related matters.
The Board should ensure that an induction program is established for new Board members and that continuing professional development programs are available to other Board members, if this is
considered to be required.
Board members should arrange to receive regular briefings on business developments and changes in the risk profile of the Company. They should be also appraised in a timely manner of changes in laws and the market environment. Board members should engage frequently with senior executives of the Company, attending regular presentations by heads of sectors and services.
Board members should have the right to request from the Management, via the Chief Executive Officer, any information they consider necessary to fulfill their responsibilities at any point of time.
The Board should appoint an independent vice chairman from among its independent Board members where the Company chooses to combine the roles of Chairman and Chief Executive Officer.
A former executive of the Company who is appointed as Chairman within three (3) years as from his/her retirement as executive, he/she should be considered as being an executive chairman.
The Chairman is responsible for leading the Board.
He is responsible for determining the agenda of the meetings, (without limitation to the right of the deputy of the Chairman or two of its members as stipulated in the Articles of Association of the Company to convene a meeting of the Board of Directors), ensuring the organization of activities performed by the Board, and effectively conducting Board meetings. In addition, the Chairman or, should the Chairman be a non-executive director, the Vice Chairman, is responsible for ensuring that the members of the Board are informed in a timely manner and for effectively communicating with all shareholders, as well as the fair and equitable treatment of all shareholder interests. In case of absence of impediment of the President, the latter shall be substituted (as regards all powers and authorities of his/hers) by the Vice-President, while in case of absence or impediment of the latter, the Vice-President shall be substituted by the Managing Director. In case of absence of impediment of the latter, the Managing Director shall be substituted by the senior counselor. A Board member's other professional commitments (including significant non-executive engagements in companies and non-profit institutions) should be disclosed to the Board before appointment. Changes to such commitments should be reported to the Board as they arise. Non-executive Board members should undertake at appointment that they will have sufficient time to meet what is expected of them.
An executive Board member's appointment as a non-executive board member in a company other than a subsidiary or a related company should be approved by the Board.
Responsibilities of executive members of the Board of Directors:
The Board of Directors selects its executive members from within its members in accordance with the law and the Company's Articles of Association and assigns to one or more members, to other corporate bodies or executives of the Company or to third parties (as per authorization of the abovementioned to this end) the daily management matters and part of its powers.
Responsibilities of non- executive members of the Board of Directors:
The Board of Directors selects its non-executive members from within its members in accordance with legislation and Company statute. The non-executive members are responsible for the advancement of corporate matters, they participate on boards and committees and are particularly responsible for upholding the principles of proper corporate governance.
The non-executive members maintain their independence as regards the matters they investigate, aiming to effectively perform their role and to create a trustworthy climate between the Board of Directors, senior executives and managers.
The non-executive members of the Board of Directors must have in-depth knowledge of both the operation and product of the Company and the broader market of the industry and should be provided with every assistance. In general, each non-executive member arranges for his/her continuing education so as to contribute effectively and efficiently to the proper and efficient operation of the Company.
At least of two of the non-executive members are elected by the General Meeting as independent and may, if deemed necessary, submit, individually or jointly, reports or studies independent from those of the Board of Directors to the Ordinary or Extraordinary General Meeting of the Company.
The Remuneration Policy for the members of the Board of Directors shall enter into force after being approved by the Ordinary General Meeting of Shareholders of INTARLOT dated on 29.05.2020, as per the provisions of L. 4548/2018 articles 110 par. 2) and the duration of which cannot exceed the duration of four (4) years as from the date of its approval by the General Meeting and it can be renewed and/or amended sooner with the respective decision of a next General Meeting.
It must be noted that the present Remuneration Policy is valid for all BoD members as per the specific provisions of articles 110 and 111 of L. 4548/2018. The Remuneration Policy for BoD members is taking into consideration the existing legal framework as well as the code of Corporate Governance and the Operation's Regulation of the Company, in order to align the remuneration of the Board of Directors with the interests of all Company's stakeholders.
The Remuneration Policy contributes to the business strategy, the long-term interests and the sustainability of the Company. This is achieved by giving the Company the flexibility to hire, for different roles, people with the appropriate level and skills ensuring that their remuneration is closely connected to the long-term goals of INTRALOT and, primarily, that such remuneration is aligned with the Company's shareholders interests, taking in account a wider group of stakeholders, such as the employees.
The Remuneration Policy responds to the legal requirements and ensures the compliance with the European and Greek legal framework. Purpose of this Remuneration Policy is to conform to the market practices, serving the Company's long-term and short-term business plan, its strategic vision and its sustainability.
The remuneration of the Executive Members of the Board of Directors includes the annual fixed remuneration, as well as benefits in kind, in accordance with the individual employment contracts as well as remuneration for the time spent on their participation to the meetings of the Board of Directors for the fulfillment of their duties.
The fixed remuneration reflects the level of the responsibility, experience and expertise of the Executive Members of the Board of Directors. The remuneration must be competitive with respect to similar entities in the industry, and appropriate, taking into consideration the performance and prospects of the Company.
The annual fixed remuneration is determined in accordance with the terms of the respective individual employment contract and is subject to all legal deductions and charges in accordance with the Greek law.
INTRALOT provides to the Executive Members of the BoD also remuneration based on performance as well as participation in pension schemes, as per the general remuneration policy for all the Company employees which cannot exceed for all the above the 100% of the amount of their annual fixed remuneration. Additionally, it also provides to the Executive Members of the Board of Directors the legally required social security contributions.
The Company provides private-use vehicles and/or fuel subsidies to the Executive Members of the BoD. However, it should be noted that such benefits in kind constitute additional voluntary benefits provided by the Company, which are paid on a discretionary basis and are not counted in or added on to the fixed salary. These benefits in kind may be modified or revoked in whole or in part by the Company at its sole discretion.
The remuneration of the executive members of the BoD is proportional to the time they participate in Board meetings, as well as to the fulfillment of the duties assigned to them , and this remuneration is set for each executive member of the BOD at a maximum per year amount which cannot exceed the 30% of the annual fixed remuneration. The final amount will be defined by the Bod at the end of each year.
The Non-Executive Members of the BoD are elected by the General Meeting in accordance with the provisions of the Law and the Articles of Association of the Company. They receive an annual basic salary, which reflects their time of employment and duties and is independent of the performance of the Company. For this very reason, the Non-Executive Members of the BoD are not entitled to a variable remuneration related to the performance of the Company or any long-term incentives related to the Company's share.
The remuneration of the Non-Executive and Independent members of the BoD is proportional to the time they participate in Board meetings, as well as to the fulfillment of the duties assigned to them in accordance with Law 3016/2002, and is determined to a maximum €35.000 for independent-non Executive members of the BoD and €50.000 for Non-Executive members per year and per person. The calculation of the annual remuneration of the Non-Executive members of the BoD members is a function of the amount of remuneration per meeting, as well as the maximum number of meetings per month, for which the members are entitled to receive remuneration and the final amount shall be determined by the BoD in the end of each year. The Non-Executive Members of the BoD participate in the predetermined BoD meetings and the Committees thereof, in compliance with the Internal Rules & Regulations of the Company. The remuneration of the Non-Executive and Independent Non-Executive Members of the BoD is subject to all legal deductions and charges as provided by Greek law.
The Non-Executive BoD members may be reimbursed by the Company for business expenses of a reasonable amount incurred by them in the performance of their duties. These expenses include but are not limited to: Travel and accommodation expenses for the purpose of attending the meetings of the BoD. The travel and accommodation expenses of the Non-Executive Members of the BoD are subject to the approval of the Chairman of the BoD.
The duration of the contracts of the Executive Members of the BoD -in their capacity as Executive Members- shall be determined each time following recommendation of the Committee prior to their conclusion. The existing contracts of the Executive members of the BoD are of an indefinite duration.
Conditions of Termination of Contract - Deadline for the Notice of the Contract Termination & Indemnity
In the event of termination of an Executive member contract on the initiative of the Company, the deadline for the notice of the contract termination and the payment of indemnity shall be as set forth in the relevant Labor Law. The BoD, following respective recommendation of the Committee, may also negotiate additional incentives in cases of early termination.
The Executive members of the BoD -in their capacity as Executive Members- are not entitled to lump sum payments or other indemnities from the Company for the loss of their position or other reason, howsoever arising, apart from the compensation provided by Law.
The Remuneration Policy is available on the Company's website www.intralot.com.
The Board of Directors may decide to establish committees governing human resources, scheduling, control or other responsibilities as it deems necessary to facilitate the purpose of the Company. The detailed terms of mandate, composition, term, the directorship and reporting frequency to the Board of Directors is determined at the time of establishment. The committees have consulting competence and submit their recommendations to the Board of Directors for due examination and action. Exceptionally, the Board of Directors may, at its discretion, delegate to these committees executive and/or decisionmaking authorities in cases allowed by law and the Company's Articles of Association.
Τhe Audit and Compliance Committee was elected by the Extraordinary General Meeting dated on 17.12.2020. Its term in office be equal to the termination office of the Board of Directors. The Audit and Compliance Committee appointed on 17.12.2020, the independent non- executive member, Mr. Ioannis K. Tsoumas as its Chairman.
The current line – up of the Audit and Compliance Committee is as follows: Chairman: Ioannis K. Tsoumas, Independent - non-executive member Members: Anastasios M. Tsoufis, independent - non-executive member and
Ioannis P. Tsoukaridis, independent - non-executive member
The Audit and Compliance Committee is a committee of the Board of Directors, established with the aim of assisting them with respect to the fulfillment of their supervisory responsibilities as regards the financial reporting and information, of ensuring the compliance of the Company and its subsidiaries with the legislative and regulatory framework of operation, as well as of ensuring the audit system procedure and the exercise of supervision over the operation of the auditing function.
The Audit and Compliance Committee is comprised of at least two (2) non-executive members and one (1) independent non-executive member of the Board of Directors who presides the meetings and has experience/knowledge on financial and accounting matters.
The tenure of the members of the Audit and Compliance Committee is directly connected to that of the Board of Directors.
The members of the Committee must not occupy any other positions or possess any other capacities or proceed to any transactions that could be considered as being out of the scope of the Committee, according to the legislation.
The main responsibilities of the Audit and Compliance Committee are:
remuneration paid by the Company and the provision of other services (e.g. consulting services) by the statutory auditor or the firm of auditors.
The Regulation for the operation of the Audit and Compliance Committee is available on the Company's website www.intralot.com.
During the year 2020, the Audit and Compliance Committee held 17 meetings and dealt with all matters within its competence, as defined by the provisions in force. The relevant information material (internal audit reports, auditors' reports and presentations, financial and non-financial information, etc.) was distributed in time manner to the members of the Audit and Compliance Committee for study and relevant minutes were kept in which the issues discussed and approved by the Commission and notified to the Management Board.
During preparation of the Financial Reports, the Audit and Compliance Committee held meetings with the Company's competent management as well as with the Certified Auditors during the audit planning stage and took into account and examined the most important issues which could have had an impact on the Company and the Group's financial statements. Contact the Certified Auditors for the preparation of the audit reports and the supplementary Audit Report on the annual individual and consolidated financial statements for the year 2019, as provided by Article 11 of European Union Regulation No. 537/2014.
The Audit and Compliance Committee reviewed the Financial Reports, assessed their completeness and consistency with the information provided to it, examined whether the Accounting Policies applied by the Company in preparing of the separate and consolidated financial statements were complied with and submitted a relevant positive recommendation to the Board of Directors for their approval. In addition, it proposed to the Board of Directors that the auditing firms "SOL SA and GRANT THORNTON be reappointed to the separated and consolidated financial statements for year 2020 as well as for the issuance of the annual tax certificate of the same year. The Certified Auditors in turn confirmed to the Audit and Compliance Committee that they were independent and presented the terms of the assignment of the audit of the financial statements for the year 2020. The Audit and Compliance Committee was also informed about the developments in Bulgaria and the loan obligations of the Group. Internal Audit Unit
The Audit and Compliance Committee examined and approved the annual audit plan submitted by the Head of Internal Audit for the year 2020 and was informed about the reports on the audits carried out as well as the annual audit plan for 2021.
In addition, the Audit and Compliance Committee was informed about the appointment of Financial and Legal Advisers for the Group and the submission of the study of Pricewaterhouse Coopers Business Solutions SA for the implementation of a business plan in relation to the future capital structure of INTRALOT as well as the establishment of contract parties within the provisions of articles 99-101 of the company law regarding Transparency and supervision of transactions with related parties (99-101 of Law 4548/2018) and submitted the relevant suggestions to the Company's Board of Directors.
The line-up of the Remuneration and Nomination Committee is as follows:
Chairman:
Alexandros- Stergios, N. Manos, Director, Non-Executive member,
Members:
Ioannis K. Tsoumas, Independent - non-executive member,
Ioannis P. Tsoukaridis, Independent - non-executive member,
The Remuneration and Nomination Committee for the election of members of the Board of Directors is a committee of the Board of Directors and is formed for the purpose of: (a) assisting the Board of Directors in the performance of their duties relating to the remuneration provided by the Company, by designing remuneration policies that are aimed at the long-term success of the Company and the group and at maximizing the value of the shareholders, taking into account that the senior and upper management executives of the Company and the companies of the group shall be adequately remunerated, in a way that is in compliance with the strategic objectives of the Company, the practices of the competition and any regulatory requirements, and (b) finding suitable persons to be elected as members of the Board of Directors and proposing candidates to the Board of Directors that the latter will nominate for election either by the General Meeting of the Company's shareholders or by the Board of Directors itself, in cases where this is provided by law.
The Committee is comprised of three (3) members, the majority of whom are non-executive members. The Chairman of the Committee is appointed by the Board of Directors of the Company and must be a non-executive member. The tenure of the members is indefinite.
The Regulation for the Remuneration and Nomination Committee for the election of members of the Board of Directors is available on the Company's website www.intralot.com.
The Executive Committee is a body of the Company that assists the Board of Directors and the management of the Company both in matters relating to strategic decisions and in matters relating to the planning of the day-to-day management of corporate affairs. The role of the Executive Committee is essential for the achievement of the inter-company communication, the coordination of the departments' projects and the support of the Chief Executive Officer at both an informative and advisory level.
The Executive Committee is comprised of the Chief Executive Officer, any possible Deputy Chief Executive Officer and the senior Management Executives that are direct reports to the Chief Executive Officer or any possible Deputy Chief Executive Officer based on the Organizational Chart. The tenure of the Committee is indefinite.
The Executive Committee acts in accordance with the instructions and directions of the Board of Directors. The Committee is responsible for the implementation of the strategy drawn up by the Board of Directors. The Committee assists the Board of Directors in the adoption of resolutions relating to the strategy of the Company and the Group and proposes alternative strategic options to the Board of Directors, as well as the participation of the Company and/or the companies of the Group in tenders for the awarding of new projects by processing, analyzing and approving the submitted offers. The Committee deals with, resolves, and/or introduces to the Board of Directors of the Company matters relating to the planning of the day-to-day management of the corporate and intra-group affairs.
In order to fulfill its purpose, the Executive Committee is entrusted with the following responsibilities: the approval of the annual budget and the corporate business plan, the supervision and consultation of the Company with respect to the compliance with the corporate strategy, the monitoring of the investments, acquisitions and divestitures, as well as the development activities of the Company, the adoption of decisions relating to the signing of contracts of the parent company and/or the subsidiaries controlled by the parent company -for contracts implying a financial commitment exceeding the amount of one million euros (€1.000.000,00)-, as well as the participation of the Company and/or the companies of its Group in tenders.
The operation of the Executive Committee aims to:
The principles of ethics and the rules of internal governance of the Executive Committee are:
The Regulation for the Executive Committee is available on the Company's website www.intralot.com.
The evaluation of the performance of the Board and its committees should take place at least every two (2) years in line with a clearly established procedure. The evaluation exercise should be led by the Chairman of the Board (or should the Chairman be a non-executive member, the Vice-Chairman of the Board of Directors) and of every committee, while following the evaluation, the Chairman should act on the results of the performance evaluation by addressing the weaknesses of the Board.
The Company hasn't adopted specific policy of diversity including gender balance. But in the Code of Conduct of the Company is referred that INTRALOT is committed to the policy of equal employment opportunity for all employees and candidates in accordance with the appropriate employment laws. The procedures for hiring and evaluating candidates and employees are based on their respective qualifications, skills and performance. Additionally, both as a matter of law and common decency, each employee of INTRALOT is entitled to pursue his or her employment free of unlawful discrimination and harassment with regards to sex, race, color, nationality, ancestry, citizenship, sexual orientation, religion, age, physical or mental disability, medical condition or marital status.
| FULL NAME | 43 PARTICIPATIONS IN DECISION MAKING PROCEDURES OF THE BoD |
17 MEETINGS OF THE AUDIT & COMPLIANCE COMMITTEE |
6 MEETINGS OF THE REMUNERATION and NOMINATION COMMITTEE |
|||
|---|---|---|---|---|---|---|
| PRESENT | ABSENT | PRESENT | ABSENT | PRESENT | ABSENT | |
| SOKRATIS KOKKALIS | 43 | |||||
| CONSTANTINOS ANTONOPOULOS |
43 | |||||
| CHRYSOSTOMOS SFATOS | 43 | |||||
| NIKOLAOS NIKOLAKOPOULOS |
43 | |||||
| FOTIOS KONSTANTELLOS | 4 | |||||
| ALEJANDROS -STERGIOS MANOS |
43 | 5 | ||||
| IOANNIS TSOUMAS | 15 | 6 | 1 | |||
| ANASTASIOS TSOUFIS | 43 | 17 | ||||
| IOANNIS TSOUKARIDIS | 43 | 17 | 6 | |||
| CHRISTOS DIMITRIADIS | 41 | |||||
| DIMITRIOS KLONIS | 2 | |||||
| (JANUARY-MARCH 2020) | ||||||
| SOTIRIOS FILOS (JANUARY-JULY 2020) * |
22 | 9 | 4 |
* The deceased Sotirios Filos was replaced by Μr Ioannis K. Tsoumas, who has been elected by the decision of the Board of Directors dated on 15.10.2020 as a temporary independent non-executive member of the Board of Directors and as a member of the Audit and Compliance Committee and Remuneration and Nomination Committee of the Board of Directors.
We have audited the accompanying separate and consolidated financial statements of INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2020, the separate and consolidated income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, including a summary of significant accounting policies and selected explanatory notes to the financial statements.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as at December 31, 2020, the financial performance and cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Law. Our responsibilities, under those standards are further described in the "Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements" section of our report. We are independent of the Company and its subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for Accountants "Code of Ethics for Professional Accountants" as incorporated into the Greek Law and we have fulfilled our ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw your attention to Note 2.1.1 in the separate and consolidated financial statements, which describes that the Group, in the context of capital management and in the light of the obligation to repay the Bonds due on September 2021, is in the process of discussions with stakeholders for the purpose of capital structure improvement. In this context, the Group has entered into a binding lock-up agreement with an "ad hoc" group of noteholders (the "Ad hoc group"). The pursuit of the Group is the implementation of the 2021 Note Exchange through an out-of-court process, while an alternative choice is a scheme of arrangement, with a purpose of the completion of the 2021 Note Exchange and ensuring the uninterrupted continuation of its activities.
As noted in Note 2.1.1, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate and consolidated financial statements of the current year. These matters were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not express a separate opinion on these matters. In addition to the matter described in the "Material Uncertainty Related to Going Concern" section, we have determined the matters described below to be the key audit matters to be communicated in our report.
© 2020 SOL SA
Evaluation of impairment for goodwill and intangible assets
As of December 31, 2020, the Group presented in the consolidated Statement of Financial Position Goodwill amounting to € 5.0 mil., Software amounting to € 22.1 mil., Development Costs amounting to € 89.4 mil., Licenses amounting to € 81.4 mil. and Other Intangibles amounting to € 4.2 mil., as stated in note 2.16 of the separate and consolidated financial statements.
According to the requirements of IAS 36, goodwill and intangible assets with indefinite useful life are tested for impairment at least annually, while intangible assets with finite useful life are tested for impairment when there are indications of impairment. For the determination of the recoverable amount of the abovementioned assets, management is required to exercise judgement and significant estimates. During the year ended December 31, 2020, an impairment loss of € 21.0 mil. has been recognized in the income statement of the Group.
Given the significance of the balances of the abovementioned assets in the consolidated Statement of Financial Position, the degree of subjectivity to the assumptions underlying the impairment analysis and the significant judgments and estimates required by management, we consider the impairment of the abovementioned assets as a key audit matter.
The Group's disclosures regarding the accounting policy, as well as the judgements and estimates that have been used in the evaluation of impairment, are included in notes 2.1.6, 2.1.11 and 2.1.28 of the separate and consolidated financial statements.
Our audit procedures regarding the evaluation of impairment of goodwill and intangible assets included, among others:
As of December 31, 2020, the Company's investments in subsidiaries amounted to € 123.1 mil. Investments in subsidiaries are initially measured at cost, which is adjusted for any impairment losses. During the year ended December 31, 2020, an impairment loss of € 3.1 mil. has been recognized.
For the determination of any impairment, management compares the carrying amount of each subsidiary (CGU) with its recoverable amount. The recoverable amount is determined as the value in use, the determination of which is supported by forecasts of
For the evaluation of impairment in the Company's investments in subsidiaries, we conducted the audit procedures described in the key audit matter "Evaluation of impairment for goodwill and intangible assets".
Following the completion of the procedures for the Consolidated Financial Statements, we evaluated the analysis prepared by management, according to which the recoverable amounts of the CGUs were correlated with the respective investments in subsidiaries.
© 2020 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2020 Grant Thornton S.A. Chartered Accountants Management Consultants | 56 Zefirou Str, 175 64 P. Faliro D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
future operating flows, which are by nature subjective and depend on various factors, such as future sales.
Given the significance of the balance of investments in subsidiaries in the separate financial statements, the degree of subjectivity to the assumptions underlying the impairment analysis and the significant judgements and estimates required by management, we consider the assessment of impairment of investments in subsidiaries as a key audit matter.
In addition, we focused on this area because the data described in the key audit matter "Evaluation of impairment for goodwill and intangible assets" has also an impact on the investments in subsidiaries.
The Company's disclosures regarding the accounting policy, as well as the judgements and estimates that have been used in the evaluation of impairment, are included in note 2.1.6 (a) of the separate and consolidated financial statements.
In addition, we evaluated the adequacy and appropriateness of the relevant disclosures in the accompanying financial statements.
Management is responsible for the other information. The other information, included in the Annual Financial Report, is comprised of the Management Report of the Board of Directors, for which reference is also made in section "Report on Other Legal and Regulatory Requirements", and the Representations of the Members of the Board of Directors, but does not include the financial statements and the auditor's report thereon.
Our opinion on the separate and consolidated financial statements do not cover the other information and we do 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, 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 we conclude, based on our procedures performed, that there is a material misstatement therein, we are required to communicate that matter. We have nothing to report, regarding the aforementioned matter.
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with the IFRSs as adopted 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 there is an intention to liquidate the Company or the Group or to cease operations, or there is no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company's and Group's financial reporting process.
© 2020 SOL SA
© 2020 Grant Thornton S.A. Chartered Accountants Management Consultants | 56 Zefirou Str, 175 64 P. Faliro D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
Our objectives are to obtain reasonable assurance about whether the separate and 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 into the Greek Law, 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 into the Greek Law, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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 Management Report of the Board of Directors and Corporate Governance Statement that is included therein, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part B), we note the following:
© 2020 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
It is noted that as it is presented in Note 2.1.1 of the separate and consolidated financial statements, the total equity of the Company on December 31, 2020 has settled lower than the half (1/2) of its share capital, and as a result the conditions for the enforcement of par. 4 art. 119 of L. 4548/2018 have been fulfilled. According to the Law, the Board of Directors should convene the Shareholders' General Meeting, in order to take the appropriate actions.
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Complementary Report to the Company's Audit Committee, in accordance with Article 11 of the European Union (EU) Regulation 537/2014.
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014. The permitted non-audit services that we have provided to the Company and its subsidiaries during the year ended December 31, 2020, are disclosed in Note 2.6 of the accompanying separate and consolidated financial statements.
We have been appointed as joint statutory auditors by the Shareholders' Annual General Meeting of the Company on May 23, 2013. Since then, we have been appointed as joint statutory auditors for a total period of seven (7) years based on the decisions of the Shareholders' Annual General Meetings.
Athens, May 5, 2021 The Certified Public Accountants
Evangelos D. Kosmatos Nikos Ioannou SOEL Reg. No. 13561 SOEL Reg. No 29301
SOL S.A. Member of Crowe Global 3, Fok. Negri Street, 112 57 Athens, Greece Institute of CPA (SOEL) Reg. No. 125
© 2020 SOL SA
Chartered Accountants Management Consultants | 3 Fok. Negri str, 112 57 Athens D: +30 210 8691100 F: +30 210 8617328 | www.solae.gr
© 2020 Grant Thornton S.A. Chartered Accountants Management Consultants | 56 Zefirou Str, 175 64 P. Faliro D: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 | |
| Sale Proceeds | 2.2 | 364.843 | 437.279 | 47.672 | 56.094 | |
| Less: Cost of Sales | 2.4-2.6 | -289.548 | -342.981 | -32.191 | -50.850 | |
| Gross Profit /(loss) |
75.295 | 94.298 | 15.481 | 5.244 | ||
| Other Operating Income | 2.3 | 17.566 | 19.168 | 249 | 1.502 | |
| Selling Expenses | 2.4-2.6 | -23.677 | -35.181 | -9.333 | -8.977 | |
| Administrative Expenses | 2.4-2.6 | -73.282 | -73.595 | -16.929 | -16.088 | |
| Research and Development Expenses | 2.4-2.6 | -2.865 | -3.845 | -2.865 | -3.845 | |
| Other Operating Expenses | 2.9 | -2.112 | -17.353 | -593 | -4.137 | |
| EBIT | 2.1.27 | -9.075 | -16.508 | -13.990 | -26.301 | |
| EBITDA | 2.1.27 | 66.170 | 64.608 | 2.839 | -7.162 | |
| Income/(expenses) from participations and investments | 2.7 | -3.895 | 18.319 | 1.939 | 35.683 | |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 2.8 | -21.670 | -12.234 | -12.116 | -7 | |
| Interest and similar expenses | 2.10 | -49.979 | -52.487 | -20.570 | -20.087 | |
| Interest and similar income | 2.10 | 1.550 | 4.584 | 4.938 | 4.588 | |
| Exchange Differences | 2.11 | -9.590 | 3.163 | -860 | 5 | |
| Profit / (loss) from equity method consolidations | 2.31 | -1.476 | -20.560 | 0 | 0 | |
| Profit / (loss) to net monetary position | 2.34 | 61 | 510 | 0 | 0 | |
| Profit/(loss) before tax from continuing operations | -94.074 | -75.213 | -40.659 | -6.119 | ||
| Tax | 2.12 | -7.222 | -19.190 | 76 | -3.615 | |
| Profit / (loss) after tax from continuing operations (a) | -101.296 | -94.403 | -40.583 | -9.734 | ||
| Profit / (loss) after tax from discontinued operations (b) 1 | 2.31 | -1.843 | 12.275 | 0 | 0 | |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) | -103.139 | -82.128 | -40.583 | -9.734 | ||
| Attributable to: | ||||||
| Equity holders of parent | ||||||
| -Profit/(loss) from continuing operations | -104.135 | -105.402 | -40.583 | -9.734 | ||
| -Profit/(loss) from discontinued operations 1 | 2.31 | -2.147 | 1.204 | 0 | 0 | |
| -106.282 | -104.198 | -40.583 | -9.734 | |||
| Non-Controlling Interest | ||||||
| -Profit/(loss) from continuing operations | 2.839 | 10.999 | 0 | 0 | ||
| -Profit/(loss) from discontinued operations 1 | 2.31 | 304 | 11.071 | 0 | 0 | |
| 3.143 | 22.070 | 0 | 0 | |||
| Earnings/(losses) after tax per share (in €) from total operations | ||||||
| -basic | 2.13 | -0,7193 | -0,7052 | -0,2746 | -0,0659 | |
| -diluted | 2.13 | -0,7193 | -0,7052 | -0,2746 | -0,0659 | |
| Weighted Average number of shares | 147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 |
¹ The activities of Group subsidiaries in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.), in Italy (Gamenet Group S.p.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.31.A.VIII).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/1-31/12/2020 | 1/1-31/12/2019 | 1/1-31/12/2020 | 1/1-31/12/2019 |
| Net Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) |
-103.139 | -82.128 | -40.583 | -9.734 | |
| Attributable to: | |||||
| Equity holders of parent Company | |||||
| -Profit/(loss) from continuing operations | -104.135 | -105.402 | -40.583 | -9.734 | |
| -Profit/(loss) from discontinued operations 1 | 2.31 | -2.147 | 1.204 | 0 | 0 |
| -106.282 | -104.198 | -40.583 | -9.734 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 2.839 | 10.999 | 0 | 0 | |
| -Profit/(loss) from discontinued operations 1 | 2.31 | 304 | 11.071 | 0 | 0 |
| 3.143 | 22.070 | 0 | 0 | ||
| Other comprehensive income after tax | |||||
| Amounts that may not be reclassified to profit or loss: | |||||
| Defined benefit plans revaluation for subsidiaries and parent company | 2.26 | -296 | 140 | -210 | 113 |
| Defined benefit plans revaluation for associates and joint ventures | 2.26 | 0 | -83 | 0 | 0 |
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
2.18 | -112 | 1.414 | 1 | 1.322 |
| Amounts that may be reclassified to profit or loss: | |||||
| Exchange differences on subsidiaries consolidation | 2.23 | -15.171 | -4.337 | 0 | 0 |
| Share of exchange differences on consolidation of associates and joint ventures | -735 | 1.080 | 0 | 0 | |
| Other comprehensive income/ (expenses) after tax | -16.314 | -1.786 | -209 | 1.435 | |
| Total comprehensive income / (expenses) after tax | -119.453 | -83.914 | -40.792 | -8.299 | |
| Attributable to: | |||||
| Equity holders of parent | -120.318 | -102.706 | -40.792 | -8.299 | |
| Non-Controlling Interest | 865 | 18.792 | 0 | 0 |
¹ The activities of Group subsidiaries in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.), in Italy (Gamenet Group S.p.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.31.A.VIII).
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/10-31/12/2020 | 1/10-31/12/2019 | 1/10-31/12/2020 | 1/10-31/12/2019 | |
| Sale Proceeds | 2.2 | 107.443 | 103.477 | 16.157 | 24.514 | |
| Less: Cost of Sales | 2.4-2.6 | -82.942 | -86.938 | -8.748 | -16.282 | |
| Gross Profit /(loss) |
24.501 | 16.539 | 7.409 | 8.232 | ||
| Other Operating Income | 2.3 | 5.053 | 5.919 | 135 | 1.161 | |
| Selling Expenses | 2.4-2.6 | -6.113 | -8.761 | -2.725 | -2.184 | |
| Administrative Expenses | 2.4-2.6 | -21.597 | -19.104 | -6.335 | -4.826 | |
| Research and Development Expenses | 2.4-2.6 | -803 | -858 | -803 | -858 | |
| Other Operating Expenses | 2.9 | -748 | -9.285 | -203 | -3.583 | |
| EBIT | 2.1.27 | 293 | -15.550 | -2.522 | -2.058 | |
| EBITDA | 2.1.27 | 20.717 | 4.732 | 3.106 | 2.711 | |
| Income/(expenses) from participations and investments | 2.7 | -520 | 7.562 | 481 | 26.697 | |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 2.8 | -21.636 | -8.292 | -12.126 | 0 | |
| Interest and similar expenses | 2.10 | -12.386 | -12.429 | -5.290 | -5.802 | |
| Interest and similar income | 2.10 | 165 | 478 | 2.648 | 2.121 | |
| Exchange Differences | 2.11 | -4.809 | -2.864 | -1.061 | -522 | |
| Profit / (loss) from equity method consolidations | 2.31 | 72 | -17.640 | 0 | 0 | |
| Profit / (loss) to net monetary position | 2.34 ???? |
--130 181 |
1230 | 0 | 0 0 |
|
| Profit/(loss) before tax from continuing operations | -39.002 | -48.612 | -17.870 | 20.436 | ||
| Tax | 2.12 | -2.183 | -3.912 | 2.757 | -1.513 | |
| Profit / (loss) after tax from continuing operations (a) | -41.185 | -52.524 | -15.113 | 18.923 | ||
| Profit / (loss) after tax from discontinued operations (b) 1 | 2.31 | 61 | -17.280 | 0 | 0 | |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) | -41.124 | -69.804 | -15.113 | 18.923 | ||
| Attributable to: | ||||||
| Equity holders of parent Company | ||||||
| -Profit/(loss) from continuing operations | -42.858 | -53.125 | -15.113 | 18.923 | ||
| -Profit/(loss) from discontinued operations 1 | 2.31 | 61 | -19.228 | 0 | 0 | |
| -42.797 | -72.353 | -15.113 | 18.923 | |||
| Non-Controlling Interest | ||||||
| -Profit/(loss) from continuing operations | 1.673 | 601 | 0 | 0 | ||
| -Profit/(loss) from discontinued operations 1 | 2.31 | 0 | 1.948 | 0 | 0 | |
| 1.673 | 2.549 | 0 | 0 | |||
| Earnings/(losses) after tax per share (in €) from total operations | ||||||
| -basic | 2.13 | -0,2896 | -0,4897 | -0,1023 | 0,1281 | |
| -diluted | 2.13 | -0,2896 | -0,4897 | -0,1023 | 0,1281 | |
| Weighted Average number of shares | 147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 |
¹ The activities of Group subsidiaries in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.), in Italy (Gamenet Group S.p.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.31.A.VIII).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/10- 31/12/2020 |
1/10- 31/12/2019 |
1/10- 31/12/2020 |
1/10- 31/12/2019 |
| Net Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) |
-41.124 | -69.804 | -15.113 | 18.923 | |
| Attributable to: | |||||
| Equity holders of parent Company | |||||
| -Profit/(loss) from continuing operations | -42.858 | -53.125 | -15.113 | 18.923 | |
| -Profit/(loss) from discontinued operations 1 | 2.31 | 61 | -19.228 | 0 | 0 |
| -42.797 | -72.353 | -15.113 | 18.923 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 1.673 | 601 | 0 | 0 | |
| -Profit/(loss) from discontinued operations 1 | 2.31 | 0 | 1.948 | 0 | 0 |
| 1.673 | 2.549 | 0 | 0 | ||
| Other comprehensive income after tax | |||||
| Amounts that may not be reclassified to profit or loss: | |||||
| Defined benefit plans revaluation for subsidiaries and parent company | 2.26 | -233 | 74 | -210 | 113 |
| Defined benefit plans revaluation for associates and joint ventures | 2.26 | 0 | -4 | 0 | 0 |
| Valuation of assets measured at fair value through other comprehensive income | |||||
| of parent and subsidiaries | 2.18 | 76 | -61 | 6 | -4 |
| Amounts that may be reclassified to profit or loss: | |||||
| Exchange differences on subsidiaries consolidation | 2.23 | -5.229 | -4.195 | 0 | 0 |
| Share of exchange differences on consolidation of associates and joint ventures | -282 | -500 | 0 | 0 | |
| Other comprehensive income/ (expenses) after tax | -5.668 | -4.686 | -204 | 109 | |
| Total comprehensive income / (expenses) after tax | -46.792 | -74.490 | -15.317 | 19.032 | |
| Attributable to: | |||||
| Equity holders of parent | -48.579 | -76.118 | -15.317 | 19.032 | |
| Non-Controlling Interest | 1787 | 1.628 | 0 | 0 |
¹ The activities of Group subsidiaries in Poland (Totolotek S.A.), in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd, ICS S.A.), in Italy (Gamenet Group S.p.A.) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.31.A.VIII).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| ASSETS | |||||
| Tangible assets | 2.14 | 134.332 | 168.708 | 25.332 | 28.430 |
| Intangible assets | 2.16 | 202.014 | 242.866 | 70.778 | 82.729 |
| Investment in subsidiaries, associates and joint | |||||
| ventures | 2.17 | 12.786 | 37.307 | 128.239 | 154.101 |
| Other financial assets | 2.18 | 262 | 414 | 39 | 39 |
| Deferred Tax asset | 2.12 | 773 | 5.628 | 0 | 0 |
| Other long-term receivables | 2.19 | 5.411 | 4.073 | 112 | 133 |
| Total Non-Current Assets | 355.578 | 458.996 | 224.500 | 265.432 | |
| Inventories | 2.21 | 25.704 | 35.607 | 7.875 | 10.733 |
| Trade and other short-term receivables | 2.20 | 151.403 | 131.735 | 125.516 | 100.999 |
| Other financial assets Cash and cash equivalents |
2.18 2.22 |
14 99.984 |
18 171.114 |
0 7.959 |
0 16.172 |
| Total Current Assets | 277.105 | 338.474 | 141.350 | 127.904 | |
| Assets held for sale 1 | 2.31 | 16.167 | 0 | 5.528 | 0 |
| TOTAL ASSETS | 648.850 | 797.470 | 371.378 | 393.336 | |
| EQUITY AND LIABILITIES | |||||
| Share capital | 2.23 | 47.089 | 47.089 | 47.089 | 47.089 |
| Treasury shares | 2.23 | -8.528 | -8.528 | -8.528 | -8.528 |
| Other reserves | 2.23 | 65.598 | 67.292 | 55.074 | 55.283 |
| Foreign currency translation Retained earnings |
2.23 2.24 |
-100.908 -225.447 |
-87.903 -111.321 |
0 -85.844 |
0 -45.261 |
| Reserves from profit / (loss) recognized directly in | |||||
| other comprehensive income and are related to assets held for sale 1 |
2.31 | -644 | 0 | 0 | 0 |
| Total equity attributable to shareholders of the parent |
-222.840 | -93.371 | 7.791 | 48.583 | |
| Non-Controlling Interest | 3.696 | 197 | 0 | 0 | |
| Total Equity | -219.144 | -93.174 | 7.791 | 48.583 | |
| Long term debt | 2.25 | 468.695 | 716.674 | 308.338 | 278.908 |
| Staff retirement indemnities | 2.26 | 4.519 | 3.807 | 3.823 | 3.358 |
| Other long-term provisions | 2.31 | 10.818 | 11.149 | 10.465 | 11.000 |
| Deferred Tax liabilities | 2.12 | 4.692 | 10.597 | 3.407 | 5.320 |
| Other long-term liabilities | 2.18 | 1.449 | 2.002 | 51 | 167 |
| Long term lease liabilities | 2.25 | 7.469 | 10.681 | 1.193 | 1.580 |
| Total Non-Current Liabilities | 497.642 | 754.910 | 327.277 | 300.333 | |
| Trade and other short-term liabilities | 2.29 | 89.499 | 91.797 | 35.702 | 42.812 |
| 2.25 | 274.914 | 37.870 | 450 | 785 | |
| Short term debt and lease liabilities | 2.12 | 3.387 | 3.134 | 0 | 472 |
| Income tax payable | 2.31 | 2.552 | 2.933 | 158 | 351 |
| Short term provision | 370.352 | 135.734 | 36.310 | 44.420 | |
| Total Current Liabilities | |||||
| TOTAL LIABILITIES | 867.994 | 890.644 | 363.587 | 344.753 | |
| TOTAL EQUITY AND LIABILITIES | 648.850 | 797.470 | 371.378 | 393.336 |
¹ The activities of the associate company Intralot de Peru SAC are presented as assets held for sale pursuant to IFRS 5 (note 2.31.A.VIII).
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Foreign exchange differences |
Retained Earnings |
Assets held for sale reserves 1 |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Opening Balance as of 1 January 2020 |
47.089 | -8.528 | 25.040 | 42.252 | -87.903 | -111.321 | 0 | -93.371 | 197 | -93.174 |
| Effect on retained earnings from previous years adjustments |
137 | 137 | -142 | -5 | ||||||
| Period's results | -106.282 | -106.282 | 3.143 | -103.139 | ||||||
| Other comprehensive income / (expenses) after tax | -352 | -13.649 | -35 | -14.036 | -2.278 | -16.314 | ||||
| Dividends to equity holders of parent / non-controlling interest |
0 | -8.875 | -8.875 | |||||||
| Subsidiary disposal/liquidation | 0 | 5 | 5 | |||||||
| Effect due to change in participation percentage | -9.364 | -9.364 | 8.418 | -946 | ||||||
| Adjustment to net monetary position | 41 | 35 | 76 | 76 | 152 | |||||
| Transfer between reserves | -1.443 | 60 | 1.383 | 0 | 0 | |||||
| Discontinued operations | 644 | -644 | 0 | 0 | ||||||
| Intragroup debt assumption by non-controlling interest shareholder |
0 | 3.152 | 3.152 | |||||||
| Balances as of 31 December 2020 |
47.089 | -8.528 | 23.638 | 41.960 | -100.908 | -225.447 | -644 | -222.840 | 3.696 | -219.144 |
1 Reserves from profit / (loss) recognized directly in other comprehensive income and are related to assets held for sale (note 2.31.A.VIII).
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Foreign exchange differences |
Retained Earnings |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|
| Opening Balance as of 1 January 2019 |
47.089 | -8.528 | 24.795 | 40.167 | -87.955 | -9.268 | 6.300 | 28.145 | 34.445 |
| Effect on retained earnings from previous years adjustments | -50 | -50 | -29 | -79 | |||||
| New consolidated associate companies | 171 | 171 | 171 | ||||||
| Period's results | -104.198 | -104.198 | 22.070 | -82.128 | |||||
| Other comprehensive income / (expenses) after tax | 1.502 | 52 | -62 | 1.492 | -3.278 | -1.786 | |||
| Associate companies stock options | 198 | 198 | 198 | ||||||
| Dividends to equity holders of parent / non-controlling interest |
0 | -40.085 | -40.085 | ||||||
| Subsidiary disposal/liquidation | 0 | -3.657 | -3.657 | ||||||
| Effect due to change in participation percentage | 2.828 | 2.828 | -2.857 | -29 | |||||
| Adjustment to net monetary position | 195 | -307 | -112 | -112 | -224 | ||||
| Transfer between reserves | 50 | 583 | -633 | 0 | 0 | ||||
| Balances as of 31 December 2019 |
47.089 | -8.528 | 25.040 | 42.252 | -87.903 | -111.321 | -93.371 | 197 | -93.174 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Retained Earnings |
Total |
|---|---|---|---|---|---|---|
| Opening Balance as of 1 January 2020 |
47.089 | -8.528 | 15.896 | 39.387 | -45.261 | 48.583 |
| Period's results | -40.583 | -40.583 | ||||
| Other comprehensive income /(expenses) after taxes | -209 | -209 | ||||
| Balances as of 31 December 2020 |
47.089 | -8.528 | 15.896 | 39.178 | -85.844 | 7.791 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Retained Earnings |
Total |
|---|---|---|---|---|---|---|
| Opening Balance as of 1 January 2019 |
47.089 | -8.528 | 15.896 | 37.229 | -34.804 | 56.882 |
| Period's results | -9.734 | -9.734 | ||||
| Other comprehensive income /(expenses) after taxes | 1.435 | 1.435 | ||||
| Transfer between reserves | 723 | -723 | 0 | |||
| Balances as of 31 December 2019 |
47.089 | -8.528 | 15.896 | 39.387 | -45.261 | 48.583 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousands of € | Note | 1/1- | 1/1- | 1/1- | 1/1- |
| (total operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Operating activities | |||||
| Profit / (loss) before tax from continuing operations |
-94.074 | -75.213 | -40.659 | -6.119 | |
| Profit / (loss) before tax from discontinued | |||||
| operations | 2.31 | -1.672 | 12.258 | 0 | 0 |
| Profit / (loss) before Taxation | -95.746 | -62.955 | -40.659 | -6.119 | |
| Plus / Less adjustments for: | |||||
| Depreciation and amortization | 2.5 | 68.686 | 82.739 | 14.643 | 19.139 |
| Provisions | 23.250 | 32.864 | 12.901 | 3.384 | |
| Results (income, expenses, gain and loss) from | 15.754 | -12.559 | -1.094 | -35.681 | |
| investing activities | |||||
| Interest and similar expenses | 2.10 | 50.008 | 52.751 | 20.570 | 20.087 |
| Interest and similar income | 2.10 | -1.550 | -4.631 | -4.938 | -4.588 |
| (Profit) / loss to net monetary position | 2.34 | -61 | -510 | 0 | 0 |
| Plus / less adjustments for changes in working capital: |
|||||
| Decrease / (increase) of inventories | 7.155 | -208 | 1.482 | 3.921 | |
| Decrease / (increase) of receivable accounts | -19.233 | 929 | -17.839 | 1.260 | |
| (Decrease) / increase of payable accounts | |||||
| (except banks) | 3.951 | -12.802 | -4.245 | -614 | |
| Income tax paid | -14.511 | -14.293 | -9.468 | -2.853 | |
| Total inflows / (outflows) from operating | 37.703 | 61.325 | -28.647 | -2.064 | |
| activities (a) | |||||
| Investing Activities | |||||
| (Purchases) / Sales of subsidiaries, associates, | 2.18/ | -3.470 | 98.431 | 15.667 | 2.496 |
| joint ventures and other investments | 2.31 | ||||
| Purchases of tangible and intangible assets | 2.14/ 2.16 |
-35.952 | -55.337 | -7.822 | -9.735 |
| Proceeds from sales of tangible and intangible | 2.14/ | 41 | 336 | 6 | 61 |
| assets | 2.16 | ||||
| Interest received | 2.153 | 4.526 | 1.688 | 3.185 | |
| Dividends received | 3.441 | 10.090 | 3.203 | 15.925 | |
| Total inflows / (outflows) from investing activities (b) |
-33.787 | 58.046 | 12.742 | 11.932 | |
| Financing Activities | |||||
| Cash inflows from loans | 2.25 | 59.009 | 88.922 | 12.000 | 0 |
| Repayment of loans | 2.25 | -67.442 | -93.293 | -1.789 | -19.500 |
| Bond buy backs | 2.25 | 0 | -10.558 | 0 | 0 |
| Repayments of lease liabilities | 2.25 | -6.901 | -7.464 | -797 | -230 |
| Interest and similar expenses paid | 2.24 | -45.941 | -48.483 | -1.535 | -6.876 |
| Dividends paid | -8.461 | -41.714 | 0 | 0 | |
| Total inflows / (outflows) from financing activities (c) |
-69.736 | -112.590 | 7.879 | -26.606 | |
| Net increase / (decrease) in cash and cash equivalents for the period (a) + (b) + (c) |
-65.820 | 6.781 | -8.026 | -16.738 | |
| Cash and cash equivalents at the beginning of the period |
2.22 | 171.114 | 162.461 | 16.172 | 33.146 |
| Net foreign exchange difference | -5.310 | 1.872 | -187 | -236 | |
| Cash and cash equivalents at the end of the period from total operations |
2.22 | 99.984 | 171.114 | 7.959 | 16.172 |
INTRALOT S.A. – "Integrated Lottery Systems and Gaming Services", with the distinct title «INTRALOT» is a business entity that was established based on the Laws of Hellenic Republic, whose shares are traded in the Athens Stock Exchange. Reference to «INTRALOT» or the «Company» includes INTRALOT S.A. whereas reference to the «Group» includes INTRALOT S.A. and its fully consolidated subsidiaries, unless otherwise stated. The Company was established in 1992 and has its registered office in Maroussi of Attica.
INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing systems, innovative game content, sports betting management and interactive gaming services to state-licensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery, Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive advantage, which contributes directly to customers' efficiency, profitability and growth. With presence in 41 countries and states, with approximately 3.400 employees and revenues from continuing operations of €365 million for 2020, INTRALOT has established its presence on all 5 major continents.
The financial statements of the Group and the Company for the period ended December 31, 2020 were approved by the Board of Directors on May 5, 2021.
The attached financial statements have been prepared on the historical cost basis, except for the financial assets measured at fair value through other comprehensive income and the derivative financial instruments that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that the Company and the Group would continue as a going concern, as described below. The attached financial statements are presented in Euros and all values are rounded to the nearest thousand (€000) except if indicated otherwise.
The Group maintains sufficient liquidity so as to cover its relative cash needs in the near future.
The continuous efforts of the Management for further sales increase and operating costs reduction through restructuring and development of synergies, as well as for improvement of the efficiency and productivity will contribute to the further strengthening of the capital structure and efficiency of the Company and the Group.
However, given the imminent obligation to repay Facility A ("Notes 2021") (note 2.25), meeting the cash needs for the repayment of these debt obligations of the Group may require the adoption of complex financial options. Their successful adoption will remove the existence of material uncertainty about the possibility of smooth going concern of the Company and the Group, which is exclusively refers to the debt refinancing process.
In this context, the Group Management has prepared a detailed plan of Expected Cash Flows for a period of 24 months since the financial statements reporting date.
It should be noted that recent developments regarding the spread of the COVID-19 pandemic and the restrictions and bans imposed, affected adversely the results of 2020. The beginning of 2021 was overshadowed by restrictions imposed in most of the regions across the world to combat the spread of COVID-19. However, as vaccinations are progressing, governments are starting to loosen COVID-19 measures after months of lockdowns and reopen economic activities. The potential magnitude of COVID-19 for 2021 is continuously assessed and all containment measures assumed in 2020 remain intact and have been enhanced in order to absorb the potential impact in the financial results of 2021. All actions undertaken are designed to counter any drop in business but without affecting our operations and our commitment to deliver state of the art technology to our customers. Based on the current performance of our operations in the first months of 2021 and the actions undertaken by most of our subsidiaries, the Group's pandemic impact for 2021 is not expected to be significant in EBITDA terms. All the above were taken into account when preparing plan for Expected Cash Flows.
From the review of this plan, the Management of the Group, has concluded that no additional funds are required and there are no cash needs that cannot be met with the current conditions and the major issue remains the settlement of the repayment of Facility A.
In this respect, INTRALOT has already since January 2021 entered into a Lock-Up Agreement (the Lock-Up Agreement) with an ad hoc group of noteholders, holding in excess of 75% of outstanding principal amount of the €250m Senior Unsecured Notes due 2021 (2021 Notes). The Lock-Up Agreement provides either for the consensual exchange of 2021 Notes with new notes of a total principal amount of €205m, due 2025, to be issued by the Group subsidiary Intralot Inc., if noteholders holding at least 90% in outstanding principal amount of the 2021 Notes would sign or accede to the Lock-Up Agreement, or the recourse to an English law scheme of arrangement, with the consent of the Ad Hoc Group. Following the Expiration Time set in the Lock-Up Agreement, Noteholders holding 82,76% of the outstanding principal amount of the 2021 Notes. The Company believes that this outcome is an important step towards the implementation of the proposed transaction. On the basis of the current high level of support of the Lock-Up Agreement by the holders of the 2021 Notes, the Company is convinced that it may implement the exchange of the 2021 Notes by a consensual process. According to the above, it has entered during the last months into negotiations with the Ad Hoc Group with the aim of reaching an alternative agreement that will allow the parties to restructure the 2021 Notes without recourse to a scheme of arrangement. Such negotiations are already at an advanced stage and the Company believes that it will be able to make a new announcement on the matter soon.
In any case, the scheme of arrangement remains as an additional possible route. The English law scheme of arrangement is a procedure provided by the Companies Act 2006, that allows a company to come into an arrangement with its creditors (or a class of creditors) with the aim of restructuring its debt or part thereof, and reorganizing the entity. The consent of creditors holding at least 75% of the debt of a company is sufficient for a scheme to be implemented and the relevant agreement needs to be sanctioned by the competent court.
In parallel, the Company will also offer the exchange of its €500m Senior Unsecured Notes due 2024 (Facility B <
To be noted that the Lock-Up Agreement and the Backstop Commitment Letter constitute an important milestone in the Group's effort to implement the specific transactions that will lower the leverage on the balance sheet, extend the maturity of the notes and improve its cash flows.
This will allow the Group to implement its business plan and take advantage of new appealing business opportunities, both in the Lottery as well as in the Sports Betting markets.
In view of the above, the Company proceeds to the necessary actions for the implementation of the proposed restructuring of the 2021 and 2024 Notes, while it remains available for discussions with other noteholders.
The Company will provide an update about its next steps in the near future.
Further details regarding the above Lock-up agreement are provided in note 2.38 "Subsequent events".
In conclusion, the Management, taking into account the Plan of Expected Cash Flows and all available information on the foreseeable future, as well as the strategic alternatives that is working on for optimizing the Group's capital structure and deleveraging, estimates that the Group has ensured its going concern.
In view of the above, the Financial Statements of the Group were prepared on the basis of the going concern principle of continuing concern (going concern), as the Management estimates that the above actions will allow the Group to continue its operation smoothly.
On 31/12/2020 Company's total equity (€7.791 thousand) has become lower of the half (1/2) of its share capital (€47.089 thousand). Company's board of directors is expected to present within the deadline provided by Law 4548/2018 article 119 par.4, all the necessary measures to restore the adequacy of equity.
These financial statements for the period ended December 31, 2020 have been prepared in accordance with International Financial Reporting Standards (I.F.R.S.), including the International Accounting Standards (IAS) and Interpretations issued by International Financial Reporting Interpretations Committee (IFRIC), that have been endorsed by the European Union as of December 31, 2020.
INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with the International Financial Reporting Standards (IFRS) Law 4308/2014 chap. 2, 3 & 4 and current tax regulations and issues its financial statements in accordance with the International Financial Reporting Standards (IFRS).
INTRALOT's Greek subsidiaries keep their accounting books and records and prepare their financial statements in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current tax regulations. INTRALOT's foreign subsidiaries keep their accounting books and records and prepare their financial statements in accordance with the applicable laws and regulations in their respective countries. For the purpose of the consolidated financial statements, Group entities' financial statements are adjusted and prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).
For the preparation of the financial statements of period ended December 31, 2020, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2019), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning at January 1, 2020.
New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on January 1, 2020. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.
(COMMISSION REGULATION (EU) No. 2020/551 of 21 st April 2020, L 127/13 -22/4/2020)
This applies to annual accounting periods starting on or after January 1, 2020. Earlier application is permitted.
In October 2018 the IASB issued narrow-scope amendments to IFRS 3 "Business Combinations" to improve the definition of a business. The amendments will help companies determine whether an acquisition made is of a business or a group of assets. The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. In addition to amending the wording of the definition, the Board has provided supplementary guidance. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business. This amendment does not significantly affect the Group's financial statements.
(COMMISSION REGULATION (EU) No. 2019/2104 of 29th November 2019, L 318/74 -10/12/2019)
This applies to annual accounting periods starting on or after January 1, 2020. Earlier application is permitted. In October 2018 the IASB issued amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" regarding its definition of material to make it easier for companies to make materiality judgments. The definition of material, an important accounting concept in IFRS Standards, helps companies decide whether information should be included in their financial statements. The amendments are a response to findings that some companies experienced difficulties using the old definition when judging whether information was material for inclusion in the financial statements. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS Standards. Old definition: Omissions or misstatements of items are material if they could, individually or collectively, influence the economic decisions that users make on the basis of the financial statements (IAS 1 Presentation of Financial Statements).
New definition: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.
These amendments do not significantly affect the Group's financial statements.
This applies to annual accounting periods starting on or after January 1, 2020. Earlier application is permitted. In September 2019, the IASB issued amendments to some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the Interest Rates Benchmark reform. The amendments are designed to support the provision of useful financial information by companies during the period of uncertainty arising from the phasing out of interest rate benchmarks such as interbank offered rates (IBORs). It requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties.
These amendments do not significantly affect the Group's financial statements.
(COMMISSION REGULATION (EU) No. 2020/1434 of 9 th October 2020, L 331/20 - 12/10/2020)
This applies to annual accounting periods starting on or after June 1, 2020. Earlier application is permitted, including in financial statements not authorized for issue on May 28, 2020. So, to ensure the relief is available when needed most, lessees can apply the amendment immediately in any financial statements—interim or annual—not yet authorized for issue.
In May 2020, the IASB issued an amendment to IFRS 16 "Leases" to make it easier for lessees to account for COVID-19-related rent concessions such as rent holidays and temporary rent reductions. The amendment exempts lessees from having to consider individual lease contracts to determine whether rent concessions occurring as a direct consequence of the COVID-19 pandemic are lease modifications and allows lessees to account for such rent concessions as if they were not lease modifications. It applies to COVID-19-related rent concessions that reduce lease payments due on or before June 30, 2021.
IFRS 16 specifies how lessees should account for changes in lease payments, including concessions. However, applying those requirements to a potentially large volume of COVID-19-related rent concessions could be practically difficult, especially in the light of the many challenges stakeholders face during the pandemic. This optional exemption gives timely relief to lessees and enables them to continue providing information about their leases that is useful to investors. The amendment does not affect lessors.
The Group applied this amendment in the present financial statements, without any significant impact on them.
This applies to annual accounting periods starting on or after January 1, 2020. In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting.
This revision does not significantly affect the Group's financial statements.
This applies to annual accounting periods starting on or after January 1, 2020. In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework.
These amendments do not significantly affect the Group's financial statements.
The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning January 1, 2021 and have not been adopted from the Group earlier.
This applies to annual accounting periods starting on or after January 1, 2023. Earlier application is permitted. In May 2017, the IASB issued a new accounting Standard, called IFRS 17 "Insurance Contracts" that replaces IFRS 4 "Insurance Contracts", which was brought in as an interim Standard in 2004. IFRS 4 has given companies dispensation to carry on accounting for insurance contracts using national accounting standards, resulting in a multitude of different approaches. Consequently, it is difficult for investors to compare and contrast the financial performance of otherwise similar companies. IFRS 17 solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner, benefiting both investors and insurance companies. Insurance obligations will be accounted for using current values, instead of historical cost. The information will be updated regularly, providing more useful information to users of financial statements. This new standard does not affect Group financial statements and has not yet been endorsed by the European Union.
(COMMISSION REGULATION (EU) No. 2020/2097 of 15th December 2020, L 425/10 - 16/12/2020)
In June 2020, the IASB amended IFRS 4 "Insurance Contracts". This amendment postponed the date of application of IFRS 4 by two years, to annual reporting periods beginning on or after January 1, 2023, in order to allow time for the smooth adoption of IFRS 17 by jurisdictions worldwide. This will allow more insurers to apply the new Standard at the same time. In addition, IFRS 4 has been amended so that insurance entities can apply IFRS 9 "Financial Instruments" in parallel with IFRS 17.
This amendment does not affect Group financial statements.
This applies to annual accounting periods starting on or after January 1, 2023. Earlier application is permitted. On January 2020, the IASB issued amendment to IAS 1 "Presentation of Financial Statements" that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.
The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
This applies to annual accounting periods starting on or after January 1, 2023. Earlier application is permitted. In February 2021, the IASB issued amendments to IAS 1 "Presentation of Financial Statements" and IFRS Practice Statement 2 "Making Materiality Judgements". The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.
The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
This applies to annual accounting periods starting on or after January 1, 2023. Earlier application is permitted. In February 2021, the IASB issued amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". The amendments to IAS 8 clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events.
The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
The amendment is effective for annual reporting periods beginning on or after April 1, 2021. In March 2021 the IASB extended by one year the application period of the practical expedient in IFRS 16 "Leases" to help lessees accounting for COVID-19-related rent concessions that reduce only lease payments due on or before June 30, 2022.
The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
These apply to annual accounting periods starting on or after January 1, 2021. Earlier application is permitted. In August 2020, the IASB issued amendments to several IFRS Standards (IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and Measurement", IFRS 7 "Financial Instruments: Disclosures", IFRS 4 "Insurance Contracts" and IFRS 16 "Leases"). The package amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform of inter-bank offered rates (IBOR).
The amendments in this final phase relate to:
The Group will assess the impact of these amendments on its financial statements.
These apply to annual accounting periods starting on or after January 1, 2022. In May 2020, the IASB issued several narrow-scope amendments to IFRS Standards. The package of amendments includes narrow-scope
amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards.
Amendments to IFRS 3 "Business Combinations" update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
Amendments to IAS 16 "Property, Plant and Equipment" prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.
Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" specify which costs a company includes when assessing whether a contract will be loss-making.
Annual Improvements make minor amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and the Illustrative Examples accompanying IFRS 16 "Leases".
The Group will assess the impact of these amendments on its financial statements. These amendments have not yet been endorsed by the European Union.
The consolidated financial statements comprise the financial statements of INTRALOT S.A. and its subsidiaries as at the end of each reporting period. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring in line any dissimilar accounting policies that may have existed. All intercompany balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated in full. Unrealized losses are eliminated unless costs cannot be recovered.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of comprehensive income and financial position from the date the Group gains control until the date the Group ceases to control the subsidiary.
Changes in a parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners).
Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
If the Group loses control over a subsidiary, it:
Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting year during which the Group has control.
Subsidiaries are entities that are controlled by the Group. Subsidiaries are consolidated using the acquisition method according to IFRS 3. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each subsidiary acquired, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included to income statement.
At the acquisition date, the Group classifies or designates the identifiable assets acquired and liabilities assumed on the basis of the contractual terms, economic conditions, its operating or accounting policies and other pertinent conditions as they exist at the acquisition date.
In a business combination achieved in stages, the Group remeasures its previously held equity interest in the acquiree at its acquisition-date fair value and recognizes the resulting gain or loss in profit or loss. In prior reporting periods, the Group may have recognized changes in the value of its equity interest in the acquiree in other comprehensive income (i.e. due to the fact that the investment has been classified as available for sale). If so, the amount that was recognized in other comprehensive income shall be recognized on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
The Group recognizes any contingent consideration at the fair value, at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or a liability will be recognized in accordance with IFRS 9 either in income statement or as a change in other comprehensive income. If the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with the appropriate IFRS. If the contingent consideration is classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill in a business acquisition is initially measured at cost being the excess of the consideration transferred, the amount recognized for non-controlling interests and any previous interest held, over the net fair value of the identifiable assets acquired and liabilities assumed of the acquiree. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts
to be recognized at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss. Any goodwill arising on the acquisition of a foreign subsidiary and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate accordingly.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Based on IFRS 3 "Business combinations", Goodwill is not amortized. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates. Where recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognized.
Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
Any impairment losses that have been recognized for goodwill, will not be reversed in future periods.
Investments in subsidiaries are stated in the individual statement of financial position of the Company at their cost less any impairment in value.
Associates are entities over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries.
The Group's investments in associates and joint ventures are accounted for using the equity method.
Under this method, investments in associates or joint ventures are carried in the statement of financial position at cost plus post acquisition changes in the Group's share of net assets of the associate or joint venture. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.
The income statement reflects the Group's share of the post-acquisition associate's or joint venture's results after taxes and non-controlling interests of the associate's or joint venture's subsidiaries. Any change in other comprehensive income of those investees is presented as part of the Group's other comprehensive income. Also, the Group's share of the changes in associates' or joint ventures' equity is directly recognized to the consolidated statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.
139
If an associate or joint venture uses accounting policies other than those of the Group for similar transactions and events in similar circumstances, adjustments are made to the associate's or joint venture's financial statements so as to apply the equity method.
The financial statements of associates or joint ventures are prepared for the same reporting period as the parent company.
If the Group's share of losses of an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group discontinues recognizing its share of further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
After application of the equity method, the Group applies the requirements of the relative IFRSs to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the associate or joint venture. The Group incurs impairment test at the end of each reporting period comparing the recoverable amount of the investment in associate or joint venture to its carrying value and recognizes the difference in the income statement of the period.
The Group discontinues the use of the equity method from the date when it ceases to have significant influence over an associate or joint control over a joint venture and accounts for the investment in accordance with IFRS 9 measuring the investment at fair value. Any difference between the carrying amount and the fair value of the investment in associate or joint venture is recognized in the income statement of the period.
Investments in associates or joint venture are stated in the statement of financial position of the Company at their cost less any impairment in value.
The functional and presentation currency of INTRALOT S.A. and its subsidiaries which are located in Greece is the euro (€). The Group's consolidated financial statements are presented in euros. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rates of exchange at the reporting date.
All resulting differences are taken to the consolidated income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to Other Comprehensive Income until the disposal of the net investment, at which time they are recognized in the consolidated income statement. Tax charges and credits attributable to exchange differences on those borrowings are also dealt with in Other Comprehensive Income.
Exchange differences resulting from financial assets and liabilities (intragroup loans and long term non trade receivables/payables for which settlement is neither planned nor likely to occur in the foreseeable future) that has been classified as part of an entity's net investment in a subsidiary with foreign operations, are recognized in income statement in the separate financial statements of the entity or/and subsidiary. In the consolidated financial statements, the above exchange differences are recognized in other comprehensive income and included in the exchange differences reserve. When Όταν the settlement of the above financial assets and liabilities is planned or likely to occur in the foreseeable future, cumulative exchange differences in reserves are reclassified
in consolidated income statement since the financial assets and liabilities cease to be part of an entity's net investment in a subsidiary with foreign operations. The same accounting treatment of reclassification applied on the subsidiary disposal.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also recognized in other comprehensive income or profit or loss, respectively).
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.
The functional currency of the overseas subsidiaries is the currency of the country in which these subsidiaries are located and operate. As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of INTRALOT S.A. at the rate of exchange ruling at the reporting date and, their statements of comprehensive income are translated at the weighted average exchange rates for the year. The resulting exchange differences arising on the retranslation are taken directly to a separate component of Other Comprehensive Income. On disposal of a foreign entity, the deferred cumulative amount recognized in Other Comprehensive Income relating to that particular foreign operation shall be transferred to the income statement.
Tangible assets are stated at cost less accumulated depreciation and any impairment in value. Such cost includes the cost of replacing the tangible assets and borrowing costs for long-term construction assets if the recognition criteria are met.
| • Buildings (owned) |
20 to 30 years |
|---|---|
| • Installations on third party property |
Over the duration of the lease but not less |
| than 5% per annum | |
| • Installations and Equipment |
5 to 15 years |
| • Machinery and Equipment |
4 to 10 years |
| • Computer Hardware |
20% to 30% per annum |
| • Transportation Equipment-Motor vehicles |
7 years or 15% per annum |
| • Transportation Equipment-Trucks etc |
5 years or 20% per annum |
Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year the item is derecognized. The assets' residual values and useful lives are reviewed at each financial year end, and adjusted prospectively, if appropriate.
As regards hardware and software leased under operating lease, these assets, in the group statement of financial position are disclosed in acquisition cost values and are depreciated using the straight line method and according to the lower period between the useful life and the contract life, taking also into account their residual value at the end of the relative contract life as well as the collecting cost. In case of the respective contracts renewal the assets' remaining net book value is depreciated according to the renewed contract life.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other available fair value indicators. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in the income statement.
Since January 1, 2009, borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at historical cost less provisions for depreciation and impairment. Investment properties are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition. Transfers are made to (or from) investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the carrying amount at the date of change in use. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under tangible assets up to the date of change in use.
Intangible assets acquired individually, are capitalized at cost and those acquired through a business combination at fair values at the acquisition date. After initial recognition, intangibles are valued at cost less accumulated amortization and any impairment in value. Useful lives of these intangibles are assessed to be either finite or indefinite. Intangibles with finite useful lives are amortized as follows:
| • Software platforms |
Over the duration of the |
|---|---|
| longest contract |
| Central operating software | |
|---|---|
| Central Network software | |
| Licenses | |
| Rights | |
| Other software | 3 to 5 years |
Central operating systems used for several projects are amortized over their expected useful life, up to 20 years. The expected useful life is determined by reference to the longest duration of the relevant contracts and the Intralot Group's renewal track record in respect of such contract. Software that does not fall within the scope of particular contracts, is amortized at the expected useful life.
Amortization of finite life intangibles is recognized as an expense in the income statement apportioned to the related cost centers. Intangible assets with indefinite useful life are not amortized, but are tested for impairment annually, either individually or at the cash generating unit level.
Intangibles, except development costs, internally generated are not capitalized and the costs are included in the income statement in the year they are incurred.
The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the intangible assets or cash-generating units are written down to their recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the intangible asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for public traded companies or other available fair value indicators. For an intangible asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the intangible asset belongs. Impairment losses are recognized in the income statement.
Useful lives are also assessed annually and any revisions do not have retrospective application.
Gains or losses arising from derecognition of an intangible asset (that are measured as the difference between the net disposal proceeds and the carrying amount of the asset) are recognized in the income statement when the asset is derecognized.
Research costs are expensed as incurred. Development expenditure incurred by individual project is capitalized if, and only if, the Group can demonstrate all of the following:
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the capitalized development expenditure begins when development is complete and the asset is available for use. Any expenditure capitalized is amortized over the period of expected future sales from the related project.
The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, or more frequently when an indicator of impairment arises during the reporting year indicates that the carrying value may not be recoverable.
The Group recognizes a financial asset in its statement of financial position when, and only when, it becomes a party to the contractual provisions of the instrument. The Group initially recognizes trade and other receivables on the date of transaction. At initial recognition, under IFRS 9, all financial assets, except for certain trade receivables, are recognized initially at their fair value plus transaction costs (except financial assets measured at Fair Value through Profit or Loss, where transaction costs are expensed).
Debt financial instruments within the scope of IFRS 9 are classified according to: (i) the Group's business model for managing the assets, and (ii) whether the instruments' contractual cash flows on specified dates represent "solely payments of principal and interest" on the principal amount outstanding (the "SPPI criterion"), in the below three categories:
The subsequent measurement of debt financial instruments depends on their classification as follows:
Include financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. After initial measurement these debt instruments are measured at amortized cost using the effective interest method. Gains or losses arising from derecognition and impairment recognized in the income statement as finance costs or income, as well as the EIR income through the amortization process. This category includes Group's "Trade and other short-term receivables", "Other long-term receivables" and Bonds that meet the above criteria and included in "Other financial assets".
Include financial assets that are held within a business model with the objective both to collect contractual cash flows and to sell the financial assets, and meet the SPPI criterion. After initial measurement these debt instruments are measured at fair value with unrealized gains or losses recognized as other comprehensive income
in revaluation reserve. When the assets are sold, derecognized or impaired the cumulative gains or losses are transferred from the relative reserve to the income statement of the period. Interest income calculated using the effective interest method, foreign exchange gains or losses and impairment are recognized in income statement.
Include financial assets that are not classified to the two above categories because cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. After initial measurement these debt instruments are measured at fair value with unrealized gains or losses, including any interest income, recognized in income statement as financial income or expenses respectively.
Equity financial instruments within the scope of IFRS 9 are classified according to the Group's intention to hold or not for the foreseeable future and its election at initial recognition to classify at FVOCI or not, in the below two categories:
The subsequent measurement of equity financial instruments depends on their classification as follows:
Include financial assets, which the Group intends to hold for the foreseeable future ("Not held for sale") and which the Group has irrevocably elected at initial recognition to classify at FVOCI. This election is made on an investment-by-investment basis. After initial measurement these financial assets are measured at fair value with unrealized gains or losses recognized as other comprehensive income in revaluation reserve. When the assets are sold or derecognized the cumulative gains or losses are transferred from the relative reserve to retained earnings (no recycling to income statement of the period). Equity instruments at FVOCI are not subject to an impairment assessment under IFRS 9. Dividends are recognized as "finance income" in income statement, unless the dividend clearly represents a recovery part of the cost of the investment.
Include financial assets, which the Group has not irrevocably elected at initial recognition to classify at FVOCI. After initial measurement these equity instruments are measured at fair value with unrealized gains or losses, including any interest or dividend income, recognized in income statement as financial income or expenses respectively.
The Group ceases recognizing a financial asset when and only when:
When the Group has transferred its rights to receive cash flows from an asset or has assumed a contractual obligation to pay the cash flows to a third or more parties, but in parallel has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group's continuing involvement in the asset.
When the Group's continuing involvement takes the form of a guarantee over the transferred asset, the extent of continuing involvement is measured at the lower of the carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay ("the guarantee amount"). When the entity's continuing involvement takes the form of a written or purchased option (or both) on the transferred asset (including cashsettled options), the extent of the entity's continuing involvement is the amount of the transferred asset that the Group may repurchase. However, in case of a written put option on an asset that is measured at fair value, the extent of the continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise.
IFRS 9 requires the Group to recognize loss allowance for Expected Credit Losses ("ECLs") on:
ECLs are a probability-weighted estimate of credit losses and are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the asset's original effective rate.
Under IFRS 9, loss allowances will be measured on either of the following bases:
Τhe Group applies the general model for recognizing expected credit losses rather than the simplified approach based on the relevant exemption provided by IFRS 9 due to the wide dispersion of its activities both geographically and due to the nature of the activities and the different characteristics of the counterparties (from small local gambling agencies to large state lotteries and other gambling organizations).
This model follows a three-step approach to credit risk grading:
Stage 1: Performing financial assets without credit risk deterioration:
This stage includes financial assets whose credit risk has not deteriorated significantly since initial recognition or which have a low credit risk at the reporting date. Expected credit losses are calculated and recognized for the period of the next 12 months.
Stage 2: Performing financial assets with credit risk deterioration:
This stage includes financial assets whose credit risk has deteriorated significantly since initial recognition (unless they have a low credit risk at the reporting date) but there is no objective evidence of impairment. Expected credit losses are calculated and recognized for the full life of the financial asset.
Stage 3: Non-performing financial assets:
This stage includes financial assets for which there is objective evidence of impairment at the reporting date. Expected credit losses are calculated and recognized for the full life of the financial asset.
For "Trade and other short term receivables", "Other long term receivables" and "Contract assets" (as defined in IFRS 15), the Group calculates the ECLs according to the stage of each of them, examining them on a standalone basis.
For other debt financial assets (i.e. debt instruments at FVOCI) that are determined to have low credit risk, ECL is based on 12-months ECL approach. However, when there has been a significant increase in credit risk since initial recognition, the allowance will be based on the lifetime ECL approach.
A key factor in recognizing expected credit losses over the life of a financial asset or over the next twelve months, is the credit risk significant deterioration after initial recognition or not, compared to the corresponding credit risk at the initial recognition of the financial asset.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information. IFRS 9 makes a presumption that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due. However, this presumption can be rebut if there are reasonable and supportable information that is available without undue cost or effort, that demonstrates that the credit risk has not increased significantly since initial recognition even though the contractual payments are more than 30 days due.
The Group considers a financial asset to be in default when the borrower/debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security, collateral, mortgage, etc. Objective presumption for a credit-impaired financial asset, is the delay in collection over the days set as a threshold for each of them (examining them on standalone basis). The range of days that have been set as a threshold for the Group ranges between 30 and 210.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
The three components of the calculation model of ECLs are as follows:
The Group's held collaterals/securities for trade receivables at the reporting date relate to cash, as well as to mortgages on property.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit impaired. A financial asset is "credit impaired" when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit impaired includes the following observable data about the following events:
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt instrument at FVOCI, the loss allowance is charged to profit or loss and is recognized in Other Comprehensive Income.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.
Financial liabilities include trade and other liabilities, bank overdrafts, loans and borrowings, as well as financial guarantee contracts.
The Group recognizes a financial liability in its statement of financial position when, and only when, it becomes a party to the contractual provisions of the instrument. At initial recognition, financial liabilities are recognized at fair value and in case of loans and borrowings, less directly attributable transaction costs.
After the initial measurement, the financial liabilities are measured as follows:
All interest-bearing loans and borrowings are initially measured at fair value less transaction cost directly attributable to the issuance of the financial liability. Subsequently are measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognized in the income statement when the liabilities are derecognized or impaired, as well as through the amortization process.
Include financial liabilities held for trading, that are acquired or incurred principally for the purpose of selling or repurchasing it in the near term, are part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Such liabilities are measured at fair value and gains or losses from the measurement at fair value are recognized in the income statement.
Include contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. These contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently are measured at the higher of the amount determined in accordance with IAS 37 and the amount initially recognized less, when appropriate, cumulative amortization recognized in accordance with IFRS 15.
Financial liabilities are derecognized when the obligation is cancelled, extinguished or not exists anymore. In the case that an existing liability is replaced by another from the same borrower but under substantially different terms, or in case that there are substantial changes in terms of an existing liability, then the initial financial liability is derecognized and a new liability recognized, and the resulting difference between balances is recognized in the income statement.
The financial instruments are offset when the Group, according to law, has this legal right and there is an intention to settle them on a net basis (among them) or to realize the asset and settle the liability simultaneously.
The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps, currency swaps and other derivatives in order to hedge risks related to interest rates and foreign currency fluctuations.
Such derivative financial instruments are measured at fair value at each reporting date. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of these derivatives is mainly measured by reference of the market value and is verified by the financial institutions.
For the purpose of hedge accounting, derivative financial instruments are classified as:
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
Gains or losses from subsequent measurement of the hedging instrument at fair value are recognized in the income statement as finance income/expenses (or other comprehensive income, if the hedging instrument hedges an equity instrument for which the Group has elected to present changes in FVOCI).
The effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognized immediately in the income statement as finance income/expenses.
Amounts recognized as other comprehensive income are transferred to the income statement in the same period or periods during which the asset acquired or liability assumed affects profit or loss (such as in the periods when the hedged financial income or financial expense is recognized or when a forecast sale occurs).
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve and the cost of hedging reserve remains in equity until, for a hedge of a transaction resulting in recognition of a non-financial item, it is included in the non-financial item's cost on its initial recognition or, for other cash flow hedges, it is reclassified to income statement in the same period or periods as the hedged expected future cash flows affect income statement.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognized in other comprehensive income are transferred to the income statement.
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognized as other comprehensive income while any gains or losses relating to the ineffective portion are recognized in the income statement. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in other comprehensive income is transferred to the income statement.
For investments that are actively traded in organized markets, fair values are determined in relation to the closing traded values at the reporting date. For investments where there is no quoted market price, fair value is determined by reference to the current market value of another item substantially similar, or is estimated based on the expected cash flows of the underlying net asset that consists the base of the investment or on acquisition cost.
Inventories are valued at the lower of cost and net realizable value. Cost is determined using the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business of the Group, less the estimated costs necessary to make the sale. Provisions for impairment of the inventories value are recorded when it is needed and recognized in the income statement.
Trade receivables are recognized and carried at original invoice amount less an allowance for doubtful provisions, that are estimated according to IFRS 9.
When the inflow of cash or cash equivalents arising from goods sale or services rendering is deferred, the fair value of the consideration may be less than the nominal amount of cash received or receivable. When the arrangement effectively constitutes a finance transaction, the fair value of the consideration is determined by discounting all future receipts using the prevailing interest rate for a similar instrument of an issuer with a similar credit rating. The difference between the fair value and the nominal amount of the consideration is recognized as interest revenue in the future periods, in accordance with IFRS 9.
Cash and cash equivalents in the statement of financial position include cash at bank, short-term deposits and cash in hand along with other high liquidity investments that are subject to an insignificant risk of changes in value and have an original maturity of three months or less.
Bank overdrafts are included in the short-term bank loans in the statement of financial position. Also, cheques payables that have not been paid at the reporting date are included in short-term liabilities.
For cash flow statement purposes, cash and cash equivalents include what is defined above, without the netting of outstanding bank overdrafts.
All long-term liabilities are initially recognized at cost. Following initial recognition, liabilities that are denominated in foreign currency are valued at the closing exchange rate of each reporting date. Any interest expenses are recognized on an accruals basis.
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain the expense relating to any provision is presented in the income statement net of any reimbursement. Provisions are re-examined at the reporting date and are adjusted so as to represent the present value of the expense that will be needed to settle the liability. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at an after-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a borrowing cost.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the probability of a potential outflow of funds embodying economic benefits is remote. Contingent assets are not recognized but are disclosed when the probability of a cash inflow is probable.
Provisions are recognized on each financial statements date (and interim) based on the best and reliable estimate for potential excess of cost (payments to winners) in games with predetermined odds, as this is provided by the contracts between the company and the clients. The provision amount arising from this calculation is recognized and booked as an expense.
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including insubstance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered of low value (i.e., below USD 5.000). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
In cases of hardware and software leasing through operating lease, these assets are included in the Group's tangible assets. The lease income that occurs is recognized on a straight-line basis through the contract period. When fixed assets are leased through financial leasing, the present value of the lease is recognized as a receivable. The difference between the gross amount of the receivable and its present value is registered as a deferred
financial income. The income from the lease is recognized in the period's income statement during the lease using the net investment method, which represents a constant periodic return.
Share capital includes common and preference shares without voting right, which have been issued and being traded. Share premium reserve includes the excess of the shares par value received consideration. Any costs directly attributable to the issue of new shares are shown as a deduction in share premium reserve.
Treasury shares represent shares of the parent company held by the Group. Treasury shares are stated at cost and are deducted from Equity. Upon acquisition, disposal, issuance or cancellation of treasury shares, no gain or loss is recognized in the income statement. The consideration given or received and the related gains or losses from the settlement are recognized directly in Equity.
IFRS 2 "Share-based Payment" requires an expense to be recognized where the Group buys goods and services in exchange for shares ("equity-settled transactions") or rights over shares (stock options), or in exchange for other assets equivalent in value to a given number of shares or rights over shares ("cash-settled transactions"). The Group provides stock options to executives and employees. The fair value of the executives and employees, who receive these stock options, is recognized according to IFRS 2 as expenditure in the income statement, with a respective increase of equity, during the period that these services are received and the options provided. The estimation of the total amount of the stock options expenditure during the vesting period is based on the provided stock options fair value at the grant date. The stock options fair value is measured using the proper valuation model depending on the terms of each program, taking into account the proper data such as volatility, discounting factor and dividend yield. Detailed information about the relative stock option programs of the Company included in note 2.27.
Any outstanding stock options during the reporting period are taken into account for the calculation of the diluted earnings per share.
Staff retirement indemnities are measured at the present value of the defined benefit obligations at the reporting date, through the recognition of the employees' right to benefits based on years of service over their expected working life. The above liabilities are calculated using financial and actuarial assumptions and are determined based on an actuarial valuation method (Projected Unit Credit Method). The net pension costs for the period are included in the accompanying statement of comprehensive income and consists of the present value of the benefits earned during the year, interest cost on the benefit liability, past service cost and any other additional pension costs that are recognized within staff costs in income statement, and the actuarial gains or losses that are fully recognized when they occur, in other comprehensive income without future reclassification in income statement. Total past service costs are recognized in income statement at the earlier of when the amendment occurs or when the Group recognizes the related restructuring or termination costs. The Company's pension benefit schemes are not funded.
The Company employees are covered by the main State Insurance Organization for the private sector (IKA) that provides pension and medical benefits.
Each employee is obliged to contribute a percentage of the monthly salary to IKA while part of the total contribution is covered by the Company. On retirement, IKA is responsible for the payment of pensions to
employees. Consequently, the Company does not have any legal or constructive obligation for the payment of future benefits based on this scheme.
Revenues are recognized in the period they are realized and the related amounts can be reliably measured. Revenues are measured at their fair value of the consideration received excluding discounts, consideration (bonus, marketing incentives, etc.) payable to customers, sales tax and duties. The following specific recognition criteria must also be met before revenue is recognized:
• Hardware and Software: This category includes the supply of hardware and software (gaming machines, central computer systems, gaming software, communication systems etc.) to Lotteries so that they can operate their on-line games. Revenue is recognized by the Company either (a) as a direct sale of hardware and software, or (b) as operating lease, or (c) as finance lease for a predetermined time period according to the contract with the customer.
In the first (a) case, the income from the sales of hardware and software (in a determined value) is recognized when the significant risks and rewards arising from the ownership are transferred to the buyer. In the second (b) case that consists income from operating lease, is defined per case either on straight-line basis over the lease term or as a percentage on the Lottery Organization's gross turnover received by the player-customer (in this case income recognition occurs the moment that the player-customer places the related consideration in order to participate in a game).
In the third (c) case that consists income from finance lease, it is defined using the net investment method (the difference between the gross amount of the receivable and its present value is registered as a deferred financial income). This method represents a constant periodic return, recognizing the revenue from the finance lease in the period's income statement during the lease term.
excluding consideration (bonus, marketing incentives, etc.) payable to customer or to customers of Group's customer, when the Group operates as an agent.
• Game operation: In this category, the Group has the full game operating license in a country. In the case of operating the game each Group company undertakes the overall organization of the games provided (installation of information systems, advertising and promotion, establishment of sales network, receipt of the payments from players, payment of winnings to players, etc. Revenue recognition in this category occurs the time that the relevant events or draws are taking place and is valued as the total amount received from the player-customer in order to participate in a game, excluding consideration (bonus, marketing incentives, etc.) payable to customer.
Especially in the case of VLT revenue measured as the "net drop" (total price minus winnings/payout) received from the player-customer.
Current and deferred income taxes are calculated based on the financial statements of each entity included in the consolidated financial statements, based on the Greek tax laws or other tax frameworks within which the foreign subsidiaries operate. Income tax is calculated based on the profit of each entity as adjusted on their tax returns, for additional taxes arising from audits performed by the tax authorities and deferred taxes based on enacted or substantially enacted tax rates. In some foreign countries, a tax is calculated according to a simplified framework, sometimes referred to as a "simplified tax" which essentially replaces income tax to avoid the complex calculations required. The Group classifies the charge for the simplified tax in the Income Statement on the "Taxes" line.
Deferred income tax is provided, using the liability method, on all temporary differences at the reporting date between the tax base of assets and liabilities and their carrying amount.
Deferred income tax liabilities are recognized for all taxable temporary differences except:
Deferred income tax assets are recognized for all deductible temporary differences and carry-forward unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, or the unused tax losses can be utilized except if:
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that apply at the year when the asset is expected to be realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date.
Deferred income tax is not measured by the Group as regards the undistributed profits of subsidiaries, branches, associates and joint ventures due to the elimination of intercompany profits, from relevant transactions, as they are considered insignificant.
Income tax relating to items recognized directly in Other Comprehensive Income is recognized in Other Comprehensive Income and not in the income statement.
Revenues, expenses and assets are recognized net of the amount of sales tax except:
The net amount of sales tax recoverable from, or payable to, is included as part of receivables or payables in the statement of financial position.
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.
When the grant relates to an expense item, it is presented in the statement of financial position as deferred income and is recognized as deduction in the relative expenses on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
When the grant relates to an asset, it is presented in the statement of financial position as deferred income and is recognized as income in the profit or loss on a systematic basis over the expected useful life of the related asset.
The basic earnings per share (EPS) are calculated by dividing net profit by the weighted average number of ordinary shares outstanding during each year, taking into account the average number of ordinary shares of the parent held by the Group as treasury shares.
The diluted earnings per share are calculated by dividing the net profits attributable to the equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year (adjusted for the effect of the average number of share option rights outstanding during the year).
International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, defines "EBITDA" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal", "Reorganization costs" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments" ,"Write-off and impairment loss of assets" and "Gain/(loss) from assets disposal".
| Reconciliation of operating profit before tax to EBIT GROUP |
||
|---|---|---|
| and EBITDA (continuing operations): | 1/1-31/12/2020 | 1/1-31/12/2019 |
| Operating profit/(loss) before tax | -94.074 | -75.213 |
| Profit/(loss) on net monetary position | -61 | -510 |
| Profit/(loss) equity method consolidation | 1.476 | 20.560 |
| Foreign exchange differences | 9.590 | -3.163 |
| Interest and similar income | -1.550 | -4.584 |
| Interest and similar expenses | 49.979 | 52.487 |
| Income / (expenses) from participations and investments | 3.895 | -18.319 |
| Gain / (loss) from assets disposal, impairment losses & write-off of assets |
21.670 | 12.234 |
| EBIT | -9.075 | -16.508 |
| Depreciation and amortization | 68.491 | 81.116 |
| Reorganization costs ¹ | 6.754 | 0 |
| EBITDA | 66.170 | 64.608 |
¹ Included in "Administrative Expenses"
| Reconciliation of operating profit before tax to EBIT | COMPANY | |
|---|---|---|
| and EBITDA (continuing operations): | 1/1-31/12/2020 | 1/1-31/12/2019 |
| Operating profit/(loss) before tax | -40.659 | -6.119 |
| Foreign exchange differences | 860 | -5 |
| Interest and similar income | -4.938 | -4.588 |
| Interest and similar expenses | 20.570 | 20.087 |
| Income / (expenses) from participations and investments | -1.939 | -35.683 |
| Gain / (loss) from assets disposal, impairment losses & write-off of assets |
12.116 | 7 |
| EBIT | -13.990 | -26.301 |
| Depreciation and amortization | 14.643 | 19.139 |
| Reorganization costs¹ | 2.186 | 0 |
| EBITDA | 2.839 | -7.162 |
¹ Included in "Administrative Expenses"
For the calculation of the project EBITDA of the Company, the direct costs of the projects are allocated directly to the projects for which they are carried out. Payroll costs related to the Company's production segments are recorded in "Cost of Sales" and are allocated to projects based on man effort at Company level. "Distribution Expenses" and "Administration Expenses" are monitored per project and allocated to them based on man effort at Company level. "Research and Development Expenses" are allocated to the projects in proportion to the revenues of each project
in the total revenue of the Company. Furthermore, for the calculation of the Company's "Gross" results per project, the relevant depreciation of tangible and intangible assets is accounted and the allocated operating "Distribution", "Administration" and "Research and Development" expenses are deducted. In cases where the hours of work are redistributed from one project to another then the costs of disposal, administration and research and development are calculated accordingly.
The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements, estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables – expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value, impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These judgements, estimates and assumptions are based on historical experience and other factors including expectations of future events that are considered reasonable under the circumstances.
The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at the reporting date and have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the below:
As a result of the effects of the spread of the COVID-19 pandemic, the Group Management reviewed estimates of future cash flows that were used to estimate the recoverable amount of its investments and tangible / intangible assets. This review did not show any impairment other than those mentioned in the note 2.7, 2.14 and 2.16.
Management tests goodwill for impairment annually (as at 31 December) or more frequently if events occur or changes in circumstances indicate that the carrying value may be reduced in accordance with accounting policy described in note 2.16. The recoverable amounts of cash generating units (CGU) have been determined based on "value in use" calculations using appropriate estimates regarding future cash flows and discount rates. The determination of value in use is obtained by the present value of estimated future cash flows, as expected to be generated by each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by the administration budgets for the next three years and does not include any estimated future cash inflows or outflows expected to arise from future restructurings or from improving or enhancing the asset's performance, which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent budgets, estimated by extrapolating the projections based on the budgets using a steady or declining growth rate for subsequent years, which does not exceed the long-term average growth rate for products, industries, countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates and beyond the period of three years where has signed revenue contracts beyond three years as well as in cases where management believes that based on market data and historical renewals track record of the Group, it is very possible to renew relevant contracts beyond this period. Cash flow projections are based on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management assesses the reasonableness of the assumptions on which its current cash flow projections are based by examining the causes
of differences between past cash flow projections and actual cash flows. Management also ensures that the assumptions on which its current cash flow projections are based are consistent with past actual outcomes, provided that effects of subsequent events or circumstances, that did not exist when those actual cash flows were generated, make this appropriate. Further details are provided in note 2.16.
The carrying values of tangible and intangible assets are reassessed for possible need for impairment whenever events or circumstances indicate that the value reported on may not be recovered in accordance with the accounting principle described in notes 2.1.8 and 2.1.11.
The companies of the Group are subject to income taxes in numerous jurisdictions. The provision for income taxes in accordance with IAS 12 "Income Taxes" refers to the amounts expected to be paid to the tax authorities and includes provision for current income taxes and the provision for any additional taxes that may arise as a result of the audit of the tax authorities. The provision for income tax of the Group for numerous transactions require significant subjective judgment, making tax exact calculation uncertain during the ordinary course of business of the Group. The estimate may differ from the final tax due to future changes in tax legislation or to unforeseen effects of the final determination of the tax liability for each year from the tax authorities. Where the final tax resulting from tax audits differ from the amounts that were initially assessed and recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination of tax differences occurred. Further details are provided in notes 2.12 and 2.32.B.
Deferred tax assets and liabilities are recognized on temporary differences between the accounting basis and the tax basis of assets and liabilities using the tax rates that have been enacted and are expected to apply in the periods when the differences are expected to be eliminated. Deferred tax assets are recognized for the deductible temporary differences and tax losses carried forward to the extent that it is probable that there will be taxable income available to be used against which the deductible temporary differences and the carry forward of unused tax losses. The Group considers the existence of future taxable income and ongoing follow a conservative tax planning strategies in assessing the recoverability of deferred tax assets. The determination of future taxable income is made through the systematic process of budgeting, at the parent company level as well as at the level of subsidiaries, which are mainly based on already signed long-term revenue contracts. Almost all of the Group's revenue (parent and subsidiaries) derives from long-term contracts signed making the risk of discrepancies between budgeted and actual revenue as low, something that applies to the costs that usually are in a proportion relationship with the revenue of the related contracts. In any case there is a system of monitoring for the verification of these budgets and conducting relevant adjustments, resulting in the safe keeping of any final discrepancies at low levels. The accounting estimates related to deferred tax assets requires management to make assumptions about the timing of future events, the probability of expected future taxable income and available tax planning possibilities. Further details are provided in 2.12.
In determining the expected credit losses and the recognition of a relevant doubtful provision, the Group applies the general model as described in paragraph 2.1.12.I.d of accounting policies. The information required to determine whether there is a significant deterioration in credit risk after initial recognition and to determine the stage to which each financial asset belongs and to calculate the provision for impairment is based on historical
and future data and includes significant estimates. Past experience and estimates for the future may not lead to conclusions indicative of the actual amount of default when a relevant event will occur. Further details are provided in notes 2.19 and 2.20.
Liabilities for retirement benefits are calculated using actuarial methods that require management to assess specific parameters such as discount rates, future growth rates of employee wages, the future rate of employees' retirement and other factors such as the inflation rate. The Group's management estimates in the best possible way these parameters on an annual basis, for the relevant actuarial study. Further details are provided in note 2.26.
The Group reassesses at each year end and, when appropriate, prospectively adjusts useful lives of tangible and intangible assets that were recognized either through acquisition or business combination. These estimates take into account new data and current market conditions. Further details are provided in 2.1.8, 2.1.10, 2.1.11, 2.14,2.15 and 2.16.
The Group reviews the status of each significant legal case on a periodic basis and assesses the potential risk, based partly on the view of legal department. If the potential loss from any litigation and legal matters is considered probable and the amount can be reliably estimated, the Group recognizes a liability for the estimated loss. In order to determine the probability and whether the risk can be estimated reliably, a considerable degree of judgment of management is required. When additional information becomes available, the Group reassesses the potential liability related to pending litigation and legal proceedings, and estimates for the probability of an unfavorable outcome and an assessment of potential loss may be revised. Such revisions in the estimates of the potential liability could have a material effect on the financial position and income statement of the Group. Further details are provided in note 2.32. A.
The Group recognizes inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated selling expenses. Provisions for impairment of inventories are formed when necessary and recognized in the income statement. Further details are provided in 2.21.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases to lease the assets for additional terms. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew, considering all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in Group business strategy).
The Group estimates that on 31/12/2020 controls the subsidiary DC09 LLC, even though it holds less than 50% of the voting rights, based on the conditions specified in IFRS 10. Specifically, the Group, based on its existing rights and the fact that has signed agreements with other shareholders, estimates that has the ability to direct the activities that significantly affect the returns of this entity, i.e. the "relevant activities". Furthermore, holds significant participations/investments, has rights to variable returns from its involvement with this entity and has the ability to affect the level of these returns. The above conditions of IFRS 10 for the entity DC09 LLC, in which the Group holds on 31/12/2020 49% of the voting rights, define the framework on the basis of which this entity is consolidated.
Group when acquiring a company performs the necessary estimates in determining the fair value and the useful life of the acquired tangible and intangible assets. Future events could cause changes in the assumptions used in determining fair value with a corresponding effect on the results and equity of the Group. Further details are provided in 2.1.6.
The Management of the Group evaluates the going concern assumption based on the approved business plans that cover a period of five years. Following this, it prepares Expected Cash Flows that cover a period of at least 12 months since the financial statements reporting date.
In the present fiscal year, given the COVID-19 pandemic and the imminent obligation to repay the Facility A (note 2.25), the Management of the Group has extended the evaluation period of going concern in order to cover a period of 24 months since the financial statements reporting date.
The estimates and assumptions used to prepare the business plans and Expected Cash Flows are based on historical data as well as on various factors that are considered reasonable given the circumstances, and are reconsidered taking into account current and expected future market conditions. The preparation of business plans also includes long-term assumptions for important economic factors that involve a significant use of Management judgement.
Intralot Group manages in 41 countries and states an expanded portfolio of contracts and gaming licenses. The grouping of the Group companies is based on the geographical location in which they are established. The financial results of the Group are presented in the following operating geographic segments based on the geographic location of the Group companies:
| European Union: | Greece, Italy (until 2019), Malta, Cyprus, Poland, Luxembourg, Spain, Nederland, Romania, |
|---|---|
| Bulgaria, Germany, Slovakia (until 2019), Croatia and Republic of Ireland. | |
| Other Europe: | United Kingdom ¹, Russia and Moldova. |
| USA, Peru, Brazil, Argentina, Mexico, Jamaica, Chile, Colombia, Guatemala (until 2019), Uruguay | |
| America: | (until 2019), and St. Lucia (until 2019). |
| Australia, New Zealand, China, South Africa, Turkey, South Korea (until 2019), Lebanon (until | |
| Other Countries: | 2019), Taiwan and Morocco. |
¹ For 2020 the United Kingdom is presented under the operational segment «Other Europe», after the finalization of BREXIT at the end of January 2020, and in 2019 under the operational segment «European Union».
The following information is based on the internal financial reports provided to the manager responsible for taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above segments as those of the consolidated financial statements. The transactions between segments are realized within the natural conditions present in the Group with similar way to that with third parties. The intragroup transactions are eliminated in group level and are included in the column "Eliminations".
On January 30, 2020, the European Parliament approved the final agreement regarding the decision of the United Kingdom to leave the European Union (BREXIT). It is noted that the Group does not have any significant implications for the above agreement, since it doesn't have any significant commercial activity in the United Kingdom except for intercompany bank facilities agreements through its subsidiary Intralot Finance UK Ltd.
| 1/1-31/12/2020 (in million €) |
European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 125,20 | 0,00 | 192,76 | 46,88 | 0,00 | 364,84 |
| Intragroup sales | 59,69 | 0,00 | 0,38 | 0,14 | -60,21 | 0,00 |
| Total Sales | 184,89 | 0,00 | 193,14 | 47,02 | -60,21 | 364,84 |
| Gross Profit/(loss) |
30,24 | 0,00 | 29,31 | 34,73 | -18,98 | 75,30 |
| (Debit)/Credit interest & similar (expenses)/income | -42,45 | 0,00 | -4,95 | -1,48 | 0,45 | -48,43 |
| Depreciation/Amortization | -35,58 | 0,00 | -30,75 | -4,12 | 1,96 | -68,49 |
| Profit/(loss) consolidated with equity method | -0,02 | 0,00 | 0,00 | -1,46 | 0,00 | -1,48 |
| Write-off & impairment of assets | -21,15 | 0,00 | -0,68 | -0,06 | 0,00 | -21,89 |
| Write-off & impairment of investments | -32,66 | 0,00 | -1,48 | 0,00 | 29,99 | -4,15 |
| Doubtful provisions, write-off & impairment of receivables | -1,15 | 0,00 | -0,50 | -0,47 | 1,05 | -1,07 |
| Reversal of doubtful provisions & recovery of written off receivables |
0,02 | 0,00 | 0,00 | 0,57 | 0,00 | 0,59 |
| Profit/(Loss) before tax and continuing operations | -106,26 | 0,04 | -9,26 | 3,15 | 18,26 | -94,07 |
| Tax | 0,90 | 0,03 | -5,33 | -2,82 | 0,00 | -7,22 |
| Profit/(Loss) after tax from continuing operations | -105,36 | 0,07 | -14,59 | 0,33 | 18,26 | -101,29 |
| Profit/(Loss) after tax from discontinued operations | -48,25 | 0,00 | 0,84 | 0,00 | 45,57 | -1,84 |
| Profit/(Loss) after tax from total operations | -153,61 | 0,07 | -13,75 | 0,33 | 63,83 | -103,13 |
| 1/1-31/12/2019 (in million €) |
European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 146,62 | 0,00 | 199,84 | 90,82 | 0,00 | 437,28 |
| Intragroup sales | 64,01 | 0,00 | 0,45 | 0,23 | -64,69 | 0,00 |
| Total Sales | 210,63 | 0,00 | 200,29 | 91,05 | -64,69 | 437,28 |
| Gross Profit/(loss) | 21,09 | -1,74 | 26,45 | 63,32 | -14,82 | 94,30 |
| (Debit)/Credit interest & similar (expenses)/income | -43,65 | 0,15 | -7,09 | 1,10 | 1,59 | -47,90 |
| Depreciation/Amortization | -43,98 | -1,82 | -31,64 | -6,39 | 2,71 | -81,12 |
| Profit/(loss) consolidated with equity method | -0,01 | 0,00 | 0,00 | -20,55 | 0,00 | -20,56 |
| Write-off & impairment of assets | -2,42 | -4,31 | -0,57 | -4,99 | 0,00 | -12,29 |
| Write-off & impairment of investments | -39,74 | 0,00 | 0,00 | 0,00 | 39,74 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables | -7,05 | -0,24 | -1,71 | -0,41 | 8,59 | -0,82 |
| Reversal of doubtful provisions & recovery of written off receivables |
1,31 | 0,00 | 0,00 | 0,02 | -1,31 | 0,02 |
| Profit/(Loss) before tax and continuing operations | -39,94 | -6,14 | -4,24 | -6,23 | -18,66 | -75,21 |
| Tax | -10,49 | -0,05 | -1,73 | -6,92 | 0,00 | -19,19 |
| Profit/(Loss) after tax from continuing operations | -50,43 | -6,19 | -5,97 | -13,15 | -18,66 | -94,40 |
| Profit/(Loss) after tax from discontinued operations | 15,93 | 0,00 | 2,11 | 0,00 | -5,76 | 12,28 |
| Profit/(Loss) after tax from total operations | -34,50 | -6,19 | -3,86 | -13,15 | -24,42 | -82,12 |
| Sales per business activity (continuing operations) |
|||||||
|---|---|---|---|---|---|---|---|
| (in thousand €) | 31/12/2020 | 31/12/2019 | Change | ||||
| Licensed operations | 119.784 | 159.443 | -24,87% | ||||
| Management contracts | 33.580 | 69.530 | -51,70% | ||||
| Technology and support services | 211.479 | 208.306 | 1,52% | ||||
| Total | 364.843 | 437.279 | -16,57% |
The sales of the above business activities are coming from all geographical segments
Sales per business activity
| Sales per product type (continuing operations) |
||||||
|---|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | |||||
| Lottery games | 60,6% | 59,9% | ||||
| Sports Betting | 14,8% | 22,2% | ||||
| IT products & services | 16,3% | 9,7% | ||||
| Racing | 0,7% | 0,8% | ||||
| Video Lottery Terminals | 7,6% | 7,4% | ||||
| Total | 100% | 100% |
| Revenue Net of Payout (GGR) per business activity |
|||||||
|---|---|---|---|---|---|---|---|
| (continuing operations) | |||||||
| (in thousand €) | 31/12/2020 | 31/12/2019 | Change | ||||
| Licensed operations | 47.813 | 62.660 | -23,69% | ||||
| Management contracts | 33.580 | 69.530 | -51,70% | ||||
| Technology and support services | 211.479 | 208.306 | 1,52% | ||||
| Total | 292.872 | 340.496 | -13,99% |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Income from rents from third parties | 14.650 | 13.685 | 0 | 0 | |
| Income from rents from subsidiaries | 0 | 0 | 83 | 79 | |
| Income from uncollected winnings | 0 | 401 | 0 | 0 | |
| Income from reversal of doubtful provisions and proceeds for written off receivables from third parties |
593 | 24 | 0 | 0 | |
| Income from reversal of doubtful provisions and proceeds for written off receivables from subsidiaries |
0 | 0 | 0 | 1.309 | |
| Other income | 2.296 | 5.030 | 146 | 96 | |
| Other income from subsidiaries | 0 | 0 | 20 | 7 | |
| Other income from other related parties | 27 | 28 | 0 | 11 | |
| Total | 17.566 | 19.168 | 249 | 1.502 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Salaries | 74.662 | 79.362 | 20.875 | 22.439 | |
| Social security contributions | 10.449 | 11.291 | 4.583 | 5.092 | |
| Staff retirement indemnities provision (note 2.26) |
971 | 1.187 | 629 | 1.070 | |
| Other staff costs | 12.858 | 14.713 | 1.686 | 1.379 | |
| Total | 98.940 | 106.553 | 27.773 | 29.980 |
| Salaries & Social security contributions per cost center December 31, 2020 (continuing operations) |
||||||
|---|---|---|---|---|---|---|
| Group | Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs |
Total | |
| Salaries | 39.742 | 7.047 | 26.870 | 1.003 | 74.662 | |
| Social security contributions | 5.565 | 1.386 | 3.283 | 215 | 10.449 | |
| Staff retir. & other costs | 8.295 | 850 | 4.474 | 210 | 13.829 | |
| Total | 53.602 | 9.283 | 34.627 | 1.428 | 98.940 |
| Company | Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs |
Total |
|---|---|---|---|---|---|
| Salaries | 7.843 | 4.462 | 7.567 | 1.003 | 20.875 |
| Social security contributions | 1.913 | 1.009 | 1.446 | 215 | 4.583 |
| Staff retir. & other costs | 1.276 | 328 | 501 | 210 | 2.315 |
| Total | 11.032 | 5.799 | 9.514 | 1.428 | 27.773 |
| Salaries & Social security contributions per cost center December 31, 2019 (continuing operations) |
|||||||
|---|---|---|---|---|---|---|---|
| Group | Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs |
Total | ||
| Salaries | 43.064 | 6.247 | 28.815 | 1.236 | 79.362 | ||
| Social security contributions | 6.215 | 1.217 | 3.556 | 303 | 11.291 | ||
| Staff retir. & other costs | 8.663 | 1.217 | 5.811 | 209 | 15.900 | ||
| Total | 57.942 | 8.681 | 38.182 | 1.748 | 106.553 |
| Company | Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs |
Total |
|---|---|---|---|---|---|
| Salaries | 10.663 | 2.849 | 7.691 | 1.236 | 22.439 |
| Social security contributions | 2.530 | 669 | 1.590 | 303 | 5.092 |
| Staff retir. & other costs | 1.369 | 298 | 573 | 209 | 2.449 |
| Total | 14.562 | 3.816 | 9.854 | 1.748 | 29.980 |
The number of employees of the Group at the end of 31/12/2020 amounted to 3.447 persons (Company/subsidiaries 2.046 and associates 1.401) and the Company's 595 persons. At the end of the 2019 period the number of employees of the Group was 3.845 persons (Company/subsidiaries 2.212 and associates 1.633) and the Company's 644 persons.
Depreciation and amortization recognized in the accompanying financial statements are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Depreciation of tangible fixed assets (note 2.14) | 37.223 | 39.819 | 4.935 | 3.895 |
| Amortization of intangible assets (note 2.16) | 31.268 | 41.297 | 9.708 | 15.244 |
| Total | 68.491 | 81.116 | 14.643 | 19.139 |
| Depreciation and amortization per cost center 31/12/2020 (continuing operations) |
|||||||
|---|---|---|---|---|---|---|---|
| Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs | Total | |||
| Group | 57.001 | 2.132 | 8.187 | 1.171 | 68.491 | ||
| Company | 8.786 | 1.977 | 2.709 | 1.171 | 14.643 |
| Depreciation and amortization per cost center 31/12/2019 (continuing operations) |
||||||
|---|---|---|---|---|---|---|
| Cost of Sales |
Selling expenses |
Administrative costs |
R&D costs | Total | ||
| Group | 67.061 | 2.721 | 9.803 | 1.531 | 81.116 | |
| Company | 11.483 | 2.584 | 3.541 | 1.531 | 19.139 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Personnel Costs (note 2.4) | 98.940 | 106.553 | 27.773 | 29.980 |
| Depreciation & amortization (note 2.5) | 68.491 | 81.116 | 14.643 | 19.139 |
| Change in inventories | 16.606 | 6.717 | 2.990 | 9.731 |
| Winners payout, game taxes and agent commissions |
98.481 | 135.955 | 0 | 0 |
| Consumables | 3.829 | 7.859 | 0 | 0 |
| Third party fees-benefits | 35.742 | 34.391 | 6.705 | 8.021 |
| Other expenses | 67.283 | 83.011 | 9.207 | 12.889 |
| Total | 389.372 | 455.602 | 61.318 | 79.760 |
For the year ended December 31, 2020, operating expenses of the Group analyzed above, include fees of statutory auditors' networks other than statutory audit, amounted to €96 thousand for the issuance of Tax Compliance Certificate in accordance with the provisions of art. 65A of L. 4174/2013 and €48 thousand, including fees for other assurance services amounted to €26 thousand. The corresponding amounts for the Company are €90 thousand and €0 thousand.
| (continuing operations) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Income from dividends | 1.050 | 2.321 | 4.986 | 18.017 |
| Gain from sale of participations and investments 1 |
101 | 16.053 | 0 | 22.787 |
| Total income from participations and investments |
1.151 | 18.374 | 4.986 | 40.804 |
| Loss from sale of participations and investments 3 |
-892 | -55 | 0 | -194 |
|---|---|---|---|---|
| Loss from impairment / write-offs of participations and investments 2 |
-4.154 | 0 | -3.047 | -4.927 |
| Total expenses from participations and investments |
-5.046 | -55 | -3.047 | -5.121 |
| Net result from participations and investments |
-3.895 | 18.319 | 1.939 | 35.683 |
¹ The Group on 31/12/2019 includes gain from bonds buy backs amounting to €10.133 thousand (note 2.25), as well as gain from selling our participation in Hellenic Lotteries S.A. amounting to €5.439 thousand. The Company on 31/12/2019 includes profits of €22.787 thousand due to the revaluation at fair value of the investment in subsidiary Intralot Adriatic DOO because of its contribution to Intralot Global Holdings BV (note 2.17).
2 The Group on 31/12/2020 includes a loss of €4.151 thousand from the provision for impairment of the Group's investment in the associate entity Goreward Ltd, mainly as a result of the COVID-19 pandemic. The company on 31/12/2020 includes an impairment provision of the investment in subsidiary Inteltek Internet AS amounting to €2.043 thousand. The company on 31/12/2019 includes an impairment provision of the investment in subsidiary Inteltek Internet AS amounting to €8.721 thousand, as well as a reversal of the previous years relevant provision for the subsidiary Intralot Holdings International Ltd amounting to €4.000 thousand since its recoverability is confirmed (note 2.17).
3The Group on 31/12/2020 includes loss of amount €591 thousand from reclassification of non-controlling interest due to liquidation of subsidiary.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Gain from disposal of tangible and intangible assets |
200 | 166 | 14 | 4 |
| Loss from disposal of tangible and intangible assets |
-8 | -113 | 0 | -12 |
| Loss from impairment and write-off of tangible and intangible assets 1 |
-21.887 | -12.293 | -12.140 | 0 |
| Gain from write-off lease liability | 1.210 | 209 | 367 | 54 |
| Loss from write-off property rights | -1.185 | -203 | -357 | -53 |
| Net result from tangible and intangible assets |
-21.670 | -12.234 | -12.116 | -7 |
¹ The Group on 31/12/2019 includes impairment provision on goodwill in subsidiary Inteltek A.S. (note 2.16) of €3.037 thousand following the award of the competition of Iddaa game, that completed in the first quarter of 2019. In addition, impairment provisions on goodwill are included to the subsidiary Bit8 Ltd of €1.107 thousand respectively as described in note 2.16.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Impairment, write-off and provisions for doubtful debt |
1.070 | 816 | 143 | 3.624 |
| Provisions for contractual fines-penalties | 107 | 11.981 | 0 | 0 |
| Provision for personnel dismissal allowances of Inteltek Internet A.S |
0 | 3.349 | 0 | 0 |
| Other expenses | 935 | 1.207 | 450 | 513 |
| Total | 2.112 | 17.353 | 593 | 4.137 |
Analysis of the account "Impairment, write-off and provisions for doubtful debt":
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Provisions for doubtful receivables from subsidiaries |
0 | 0 | 132 | 3.607 |
| Doubtful provisions from third party trade receivables |
753 | 744 | 0 | 0 |
| Write-off of trade receivables | 153 | 24 | 11 | 0 |
| Write-off of receivables from subsidiaries | 0 | 0 | 0 | 17 |
| Write-off of receivables from associates | 35 | 48 | 0 | 0 |
| Write-off of receivables from other related parties |
129 | 0 | 0 | 0 |
| Total | 1.070 | 816 | 143 | 3.624 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Interest Expense 1 | -48.222 | -50.085 | -19.538 | -18.956 |
| Finance costs | -1.721 | -1.860 | -1.032 | -1.131 |
| Discounting | -36 | -542 | 0 | 0 |
| Total interest and similar expenses | -49.979 | -52.487 | -20.570 | -20.087 |
| Interest Income | 1.435 | 4.249 | 4.933 | 4.588 |
| Discounting | 115 | 335 | 5 | 0 |
| Total interest and similar income | 1.550 | 4.584 | 4.938 | 4.588 |
| Net interest and similar income / (expenses) |
-48.429 | -47.903 | -15.632 | -15.499 |
¹ Included amortized costs, expenses and bank institutions fees related to issuance of bond and syndicated facilities, as well as bond redemption costs.
The Group reported in the Income Statement of 2020 loss from «Exchange differences» amount to €9.590 thousand (2019: profit €3.163 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had as at 31/12/2020, with a different functional currency than the Group, from valuation of cash balances in foreign currency other than the functional currency of each entity, from valuation of trade receivables (from third parties and associates) mainly in USD that held by the Company on 31/12/2020, as well as gain of €153 thousand from the restatement of revaluation reserve for foreign exchange differences in the income statement pursuant to IFRS 10.
| GROUP (continuing operations) | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Current income tax | 5.900 | 10.918 |
| Deferred income tax | -981 | 1.570 |
| Tax audit differences and other taxes non-deductible | 2.303 | 6.702 |
| Total income tax expense reported in income statement |
7.222 | 19.190 |
The income tax expense for the Company and its Greek subsidiaries was calculated to 24% on the taxable profit of the periods 1/1-31/12/2020 and 1/1-31/12/2019 respectively since the L.4646/2019 voted by the Greek Parliament in 12/12/2019. The deferred income tax for the Company and its Greek subsidiaries was calculated using the rate 24%, pursuant to Law 4646/2019, for tax years since 2020.
| COMPANY | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Current income tax | 0 | 0 |
| Deferred income tax | -1.847 | -373 |
| Tax audit differences and other taxes non-deductible | 1.771 | 3.988 |
| Total income tax expense reported in income statement |
-76 | 3.615 |
Income tax attributable to the Group's profit differs from the amount that would arise by applying the nominal tax rate applicable at the domicile of the Parent Company, as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (continuing operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Profit before income taxes | -94.074 | -75.213 | -40.659 | -6.119 | |
| Income taxes based on the statutory income tax rate of the Parent 24% (2019: 24%) |
-22.578 | -18.051 | -9.758 | -1.469 | |
| Adjustments to income taxes related to: | |||||
| Adjustments in previous periods provisions | 0 | 73 | 0 | 0 | |
| Tax effect of non-deductible tax expenses | 6.635 | 15.568 | 9.986 | 4.650 | |
| Tax effect of transferred losses, for which deferred tax asset was not recognized |
26.370 | 25.819 | 0 | 0 | |
| Tax effect of non-taxable profits | -4.822 | -5.712 | -228 | -3.181 |
| Tax effect of foreign subsidiaries' profits that are taxable at different tax rates |
-347 | -4.818 | 0 | 0 |
|---|---|---|---|---|
| Other taxes non-deductible | 510 | 1.901 | 0 | 0 |
| Deferred tax effect due to tax rate change | 0 | -219 | 0 | -220 |
| Tax effect of losses for which net deferred tax asset was recognized |
-339 | -171 | -1.847 | -153 |
| Income tax of previous years after tax audit | 1.793 | 4.800 | 1.771 | 3.988 |
| Provision for additional taxes from future tax audits |
0 | 0 | 0 | 0 |
| Income taxes reported in the income statement |
7.222 | 19.190 | -76 | 3.615 |
| GROUP COMPANY |
|||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Net deferred tax asset at beginning of the year |
-4.969 | -3.577 | -5.320 | -5.657 | |
| (Debit)/Credit to income statement (continuing operations) |
981 | -1.569 | 1.847 | 373 | |
| (Debit)/Credit to income statement (discontinued operations) |
-23 | 22 | 0 | 0 | |
| Exchange differences | 195 | 287 | 0 | 0 | |
| Deferred tax on other comprehensive income | 77 | -48 | 66 | -36 | |
| Transfer from income tax payable | 0 | 185 | 0 | 0 | |
| Effect from impact from IAS 29 | -179 | -269 | 0 | 0 | |
| Non-consolidated subsidiary due to sale | -1 | 0 | 0 | 0 | |
| Net deferred tax asset at end of the fiscal year |
-3.919 | -4.969 | -3.407 | -5.320 |
The deferred tax asset and liability presented in the accompanying financial position are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | Assets | Liabilities | Assets | Liabilities | |
| Tax losses carried forward | 98 | 0 | 0 | 0 | |
| Inventories–intercompany profit | 1 | -17 | 0 | 0 | |
| Financial assets | 8 | -11 | 1 | 0 | |
| Long term receivables | 27 | 0 | 0 | 0 | |
| Provisions | 1.377 | 111 | 918 | 0 | |
| Tangible assets | -3.438 | 1.196 | 0 | -872 | |
| Intangibles assets | 1 | -5.772 | 0 | -5.223 | |
| Short term receivables | -584 | 0 | -635 | 0 | |
| Accrued expenses | 1.364 | -29 | 1.317 | 0 | |
| Long term liabilities | 607 | 99 | 228 | 0 | |
| Short term liabilities | 1.040 | -24 | 774 | 0 | |
| Short term loans | 272 | -245 | 85 | 0 | |
| Total | 773 | -4.692 | 2.688 | -6.095 |
| 1/1/2020 – 31/12/2020 | Income Statement | |
|---|---|---|
| Deferred income tax (continuing operations) | GROUP | COMPANY |
| Prior years' tax losses utilized | 17 | 0 |
| Subsidiaries' tax losses carried forward | 4.342 | 0 |
| Accrued expenses | 57 | 70 |
| Tangible assets | -1.192 | -649 |
| Intangible assets | -4.741 | -1.660 |
| Financial assets | 3 | 0 |
| Short term receivables | 416 | 12 |
| Long Term receivables | -13 | -7 |
| Inventories–impairment | 18 | 0 |
| Short term provisions | -59 | 47 |
| Short term liabilities | -21 | 202 |
| Long term liabilities | 215 | 138 |
| Discontinued operations | -23 | 0 |
| Deferred Tax (income) / expense | -981 | -1.847 |
On 31/12/2020 the most significant Group's subsidiaries (excluding Company) had accumulated tax losses amounting to approximately €286,2 million and had recognized a deferred tax asset of €0,1 million (31/12/2019: €4,5 million) attributable to tax losses amounting to €0,5 million. For the remaining tax losses amounting to €285,7 million there was no deferred tax asset recognized on 31/12/2020 since the recognition criteria under IAS 12 as described in notes 2.1.24 and 2.1.28 were not met. Of the above total accumulated tax losses an amount of €136,2 million can be transferred up to the periods 2021-2025, an amount of €52,5 million until the periods 2026-2045 and finally an amount of €97,5 million has no time limit. Also, on 31/12/2020 the Company had accumulated tax losses amounting to €43,4 million of which an amount of €11,8 million can be transferred up to 2025 and an amount of €31,6 million has no time limit. The Company for the above tax losses on 31/12/2020 had not recognized a deferred tax asset since the recognition criteria under IAS 12 were not met.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2019 | Assets | Liabilities | Assets | Liabilities | |
| Tax losses carried forward | 4.530 | 0 | 0 | 0 | |
| Inventories–intercompany profit | 4 | 0 | 0 | 0 | |
| Financial assets | 2 | -1 | 1 | 0 | |
| Long term receivables | 52 | -48 | 0 | -7 | |
| Provisions | 1.267 | -1 | 852 | 0 | |
| Tangible assets | -6.128 | 2.547 | 0 | -1.522 | |
| Intangibles assets | 83 | -10.575 | 0 | -6.883 | |
| Short term receivables | 1.411 | -1.469 | -623 | 0 | |
| Accrued expenses | 1.437 | -42 | 1.387 | 0 | |
| Long term liabilities | 1.042 | -21 | 413 | 0 | |
| Short term liabilities | 1.278 | -651 | 872 | 0 | |
| Short term loans | 650 | -336 | 190 | 0 | |
| Total | 5.628 | -10.597 | 3.092 | -8.412 |
| 1/1/2019 – 31/12/2019 | Income Statement | |
|---|---|---|
| Deferred income tax (continuing operations) | GROUP | COMPANY |
| Prior years' tax losses utilized | 2.194 | 0 |
| Subsidiaries' tax losses carried forward | 185 | 0 |
| Accrued expenses | -1.565 | -1.387 |
| Tangible assets | 2.367 | 1.659 |
| Investment properties | 0 | 0 |
| Intangible assets | 46 | 562 |
| Financial assets | 486 | 440 |
| Short term receivables | -355 | -222 |
| Long Term receivables | -195 | 7 |
| Inventories–impairment | 9 | 0 |
| Short term provisions | 42 | -32 |
| Short term liabilities | -1.087 | -1.031 |
| Long term liabilities | -580 | -369 |
| Discontinued operations | 22 | 0 |
| Deferred Tax (income) / expense | 1.569 | -373 |
The calculation of basic and diluted earnings / (losses) per share is as follows:
Basic earnings / (losses) per share (EPS) are calculated by dividing net earnings / (losses) for the period attributable to equity holders of the parent by the weighted average number of common shares outstanding during the period, taking into account the average number of ordinary shares acquired by the Group as treasury shares.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (total operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Net profit / (loss) attributable to equity holders of the parent |
-106.282 | -104.198 | -40.583 | -9.734 | |
| Weighted average number of shares outstanding in the beginning of the period |
147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 | |
| Less: Weighted average number of treasury shares from period movements |
0 | 0 | 0 | 0 | |
| Weighted average number of shares outstanding during the period |
147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 | |
| Basic earnings / (losses) per share (EPS) (in euro) |
€-0,7193 | €-0,7052 | €-0,2746 | €-0,0659 |
Diluted earnings / (losses) per share are calculated by dividing net earnings / (losses) for the period attributable to equity holders of the parent by the weighted average number of shares outstanding during the period (adjusted for the effect of the average stock option plans outstanding during the period). During 2020 and 2019 the Group had no stock option plan in effect.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (total operations) | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Weighted average number of shares outstanding (for basic EPS) |
147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 | |
| Effect of potential exercise of options (weighted average number for the period) |
0 | 0 | 0 | 0 | |
| Weighted average number of shares outstanding (for diluted EPS) |
147.761.688 | 147.761.688 | 147.761.688 | 147.761.688 | |
| Diluted earnings / (losses) per share | |||||
| (EPS) (in euro) | €-0,7193 | €-0,7052 | €-0,2746 | €-0,0659 |
The difference between the weighted average number of shares outstanding and the number of shares including those that would arise from a potential exercise of share options, is not significant.
| GROUP | LAND | BUILDINGS AND INSTALLATIONS |
MACHINERY AND EQUIPMENT |
TRANSPORT EQUIPMENT |
FURNITURE AND FIXTURES |
ASSETS UNDER CONSTRUCTION |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| January 1, 2020 |
||||||||
| Cost | 3.030 | 39.934 | 398.665 | 5.212 | 87.400 | 11.175 | 1.745 | 547.161 |
| Accumulated depreciation | -1.200 | -15.300 | -274.687 | -3.068 | -82.793 | 0 | -1.405 | -378.453 |
| Net Book value January 1, 2020 |
1.830 | 24.634 | 123.978 | 2.144 | 4.607 | 11.175 | 340 | 168.708 |
| COST | ||||||||
| Additions of the period | 1.545 | 4.875 | 663 | 606 | 3.426 | 66 | 11.181 | |
| Transfer of assets from (to) other category | -57 | 2.149 | 98 | -2.190 | 0 | |||
| Transfer from (to) inventories and intangible assets | -5 | 5.791 | -488 | 1.590 | 6.888 | |||
| Effect from the application of IAS 29 | 128 | 4.754 | 93 | 166 | 10 | 5.151 | ||
| Disposal of subsidiaries/change in consolidation method |
-46 | -6.104 | -263 | -183 | -40 | -6.636 | ||
| Disposals | -816 | -166 | -86 | -1.068 | ||||
| Impairment / write off | -1.048 | -56.752 | -623 | -146 | -58.569 | |||
| Derecognition due to termination / expiration of lease contracts |
-3.367 | -865 | -4.232 | |||||
| Exchange differences | -1.918 | -30.963 | -401 | -637 | -1.067 | -38 | -35.024 | |
| ACCUMULATED DEPRECIATION | ||||||||
| Depreciation of the period | -4.370 | -30.633 | -1.138 | -1.121 | -112 | -37.374 | ||
| Disposals | 274 | 103 | 84 | 461 | ||||
| Impairment / write-off | 1.030 | 55.995 | 572 | 143 | 57.740 | |||
| Effect from the application of IAS 29 | -57 | -3.515 | -72 | -159 | -2 | -3.805 | ||
| Exchange differences | 985 | 21.502 | 265 | 547 | 22 | 23.321 | ||
| Transfer from (to) other category | 51 | -32 | -19 | 0 | ||||
| Transfer from (to) inventories and intangible assets | -16 | 163 | 6 | 246 | 399 | |||
| Derecognition due to termination / expiration of lease contracts |
1.590 | 756 | 2.346 | |||||
| Disposal of subsidiaries/change in consolidation method |
21 | 4.441 | 203 | 146 | 34 | 4.845 | ||
| Net book value December 31, 2020 |
1.830 | 19.100 | 95.107 | 1.328 | 3.756 | 12.934 | 277 | 134.332 |
| 1.830 Cost |
3.030 | 1.830 35.166 |
19.100 321.599 |
95.107 4.273 |
1.328 86.253 |
3.756 12.934 |
12.934 1.597 |
277 464.852 |
| Accumulated depreciation | -1.200 | -16.066 | -226.492 | -2.945 | -82.497 | 0 | -1.320 | -330.520 |
| Net Book value December 31, 2020 |
1.830 | 19.100 | 95.107 | 1.328 | 3.756 | 12.934 | 277 | 134.332 |
The Group (continuing operations) recognized impairment losses/write-offs of tangible fixed assets amount to €829 thousand (discontinued operations €0 thousand) during the period 1/1-31/12/2020 that were recognized in the income statement (in "Gain / (Losses) from assets disposal, impairment losses & write-off of assets" - note 2.8). The largest portion, amounting to €648 thousand regards impairment loss on machinery and equipment due to COVID-19 pandemic in Brazil.
Tangible fixed assets depreciation amounts to €37.374 thousand includes related depreciation of discontinued operations amounts to €151 thousand.
| GROUP | LAND | BUILDINGS AND INSTALLATIONS |
MACHINERY AND EQUIPMENT |
TRANSPORT EQUIPMENT |
FURNITURE AND FIXTURES |
ASSETS UNDER CONSTRUCTION |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| January 1, 2019 |
||||||||
| Cost | 3.030 | 18.384 | 350.712 | 2.657 | 89.884 | 28.527 | 1.771 | 494.965 |
| Accumulated depreciation | -1.200 | -11.106 | -261.138 | -2.151 | -84.622 | 0 | -1.388 | -361.605 |
| Net Book value January 1, 2019 | 1.830 | 7.278 | 89.574 | 506 | 5.262 | 28.527 | 383 | 133.360 |
| COST | ||||||||
| Adjustment of the opening balance due to | ||||||||
| application of IFRS 16 | 19.232 | 72 | 2.412 | 21.716 | ||||
| Additions of the period | 5.536 | 12.071 | 738 | 870 | 20.218 | 79 | 39.512 | |
| Transfer of assets from (to) other category | 178 | 37.246 | -37.429 | 5 | 0 | |||
| Transfer from (to) inventories and intangible assets | 16.058 | 282 | 16 | 16.356 | ||||
| Effect from the application of IAS 29 | 224 | 7.071 | 142 | 270 | 10 | 7.717 | ||
| Disposal of subsidiaries/change in consolidation | ||||||||
| method | -2.639 | -4.226 | -141 | -810 | -415 | -21 | -8.252 | |
| Disposals | -3.600 | -194 | -270 | 0 | -4.064 | |||
| Impairment / write off | -660 | -15.557 | -99 | -2.399 | -92 | -18.807 | ||
| Derecognition due to termination / expiration of | -300 | -180 | -480 | |||||
| lease contracts | ||||||||
| Exchange differences | -21 | -1.182 | -123 | -427 | 258 | -7 | -1.502 | |
| ACCUMULATED DEPRECIATION | ||||||||
| Depreciation of the period | -5.225 | -33.170 | -1.323 | -1.338 | -93 | -41.149 | ||
| Disposals | 3.500 | 135 | 183 | 3.818 | ||||
| Impairment / write-off | 620 | 14.866 | 73 | 2.393 | 81 | 18.033 | ||
| Effect from the application of IAS 29 | -4.673 | -87 | -251 | -5.011 | ||||
| Exchange differences | -93 | -42 | 83 | 396 | -9 | 335 | ||
| Transfer from (to) inventories and intangible assets | 2.895 | 4 | 2.899 | |||||
| Derecognition due to termination / expiration of | 40 | 62 | 102 | |||||
| lease contracts | ||||||||
| Disposal of subsidiaries/change in consolidation | 464 | 3.075 | 140 | 442 | 4 | 4.125 | ||
| method | ||||||||
| Net book value December 31, 2019 |
1.830 | 24.634 | 123.978 | 2.144 | 4.607 | 11.175 | 340 | 168.708 |
| Cost | 3.030 | 39.934 | 398.665 | 5.212 | 87.400 | 11.175 | 1.745 | 547.161 |
| Accumulated depreciation | -1.200 | -15.300 | -274.687 | -3.068 | -82.793 | 0 | -1.405 | -378.453 |
| Net Book value December 31, 2019 | 1.830 | 24.634 | 123.978 | 2.144 | 4.607 | 11.175 | 340 | 168.708 |
The Group (continuing operations) recognized impairment losses/write-offs of tangible fixed assets amount to €767 thousand (discontinued operations €7 thousand) during the period 1/1-31/12/2019 that were recognized in the income statement (in "Gain / (Losses) from assets disposal, impairment losses & write-off of assets" - note 2.8). The largest portion, amounting to €608 thousand regards impairment loss on machinery and equipment due to non-renewal of the contracts to Jamaica and Turkey.
Tangible fixed assets depreciation amounts to €41.149 thousand includes related depreciation of discontinued operations amounts to €1.330 thousand.
| COMPANY | LAND | BUILDINGS AND INSTALLATIONS |
MACHINERY AND EQUIPMENT |
TRANSPORT EQUIPMENT |
FURNITURE AND FIXTURES |
TOTAL |
|---|---|---|---|---|---|---|
| January 1, 2020 | ||||||
| Cost | 3.030 | 15.400 | 15.402 | 1.340 | 78.318 | 113.490 |
| Accumulated depreciation | -1.200 | -4.698 | -3.533 | -816 | -74.813 | -85.060 |
| Net Book value January 1, 2020 |
1.830 | 10.702 | 11.869 | 524 | 3.505 | 28.430 |
| COST | ||||||
| Additions of the period | 165 | 77 | 442 | 258 | 942 | |
| Transfer from (to) inventories and tangible assets | 1.379 | 1.379 | ||||
| Disposals | -19 | -13 | -28 | -60 | ||
| Impairment / write-off | -192 | -192 | ||||
| Derecognition due to termination / expiration of lease contracts | -645 | -172 | -817 | |||
| ACCUMULATED DEPRECIATION | ||||||
| Depreciation of the period | -835 | -3.140 | -256 | -704 | -4.935 | |
| Disposals | 6 | 10 | 5 | 21 | ||
| Impairment / write-off | -88 | 192 | 104 | |||
| Derecognition due to termination / expiration of lease contracts | 339 | 121 | 460 | |||
| Net Book value December 31, 2020 |
1.830 | 9.726 | 10.084 | 656 | 3.036 | 25.332 |
| Cost | 3.030 | 14.920 | 16.839 | 1.597 | 78.356 | 114.742 |
| Accumulated depreciation | -1.200 | -5.194 | -6.755 | -941 | -75.320 | -89.410 |
| Net Book value December 31, 2020 |
1.830 | 9.726 | 10.084 | 656 | 3.036 | 25.332 |
| COMPANY | LAND | BUILDINGS AND INSTALLATIONS |
MACHINERY AND EQUIPMENT |
TRANSPORT EQUIPMENT |
FURNITURE AND FIXTURES |
TOTAL |
|---|---|---|---|---|---|---|
| January 1, 2019 | ||||||
| Cost | 3.030 | 7.367 | 10.917 | 807 | 79.343 | 101.464 |
| Accumulated depreciation | -1.200 | -3.798 | -1.488 | -668 | -75.420 | -82.574 |
| Net Book value January 1, 2019 |
1.830 | 3.569 | 9.429 | 139 | 3.923 | 18.890 |
| COST | ||||||
| Adjustment of the opening balance due to application of IFRS 16 | 8.018 | 383 | 8.401 | |||
| Additions of the period | 15 | 780 | 327 | 348 | 1.470 | |
| Transfer from (to) inventories and tangible assets | 3.705 | 3.705 | ||||
| Disposals | -102 | -67 | -169 | |||
| Impairment / write-off | 0 | -1.306 | -1.306 | |||
| Derecognition due to termination / expiration of lease contracts | -75 | -75 | ||||
| ACCUMULATED DEPRECIATION | ||||||
| Depreciation of the period | -900 | -2.045 | -212 | -738 | -3.895 | |
| Disposals | 42 | 39 | 81 | |||
| Impairment / write-off | 1.306 | 1.306 | ||||
| Derecognition due to termination / expiration of lease contracts | 22 | 0 | 22 | |||
| Net Book value December 31, 2019 |
1.830 | 10.702 | 11.869 | 524 | 3.505 | 28.430 |
| Cost | 3.030 | 15.400 | 15.402 | 1.340 | 78.318 | 113.490 |
| Accumulated depreciation | -1.200 | -4.698 | -3.533 | -816 | -74.813 | -85.060 |
| Net Book value December 31, 2019 |
1.830 | 10.702 | 11.869 | 524 | 3.505 | 28.430 |
Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:
| RIGHT OF USE ASSETS | ||||||||
|---|---|---|---|---|---|---|---|---|
| GROUP | LAND & BUILDINGS |
TRANSPORT EQUIPMENT |
MACHINERY & EQUIPMENT |
TOTAL | ||||
| Balance 1/1/2020 | 18.217 | 1.933 | 4.643 | 24.793 | ||||
| Additions | 1.338 | 598 | 179 | 2.115 | ||||
| Termination/expiration of contracts | -1.777 | -109 | -1.886 | |||||
| Foreign Exchange differences | -714 | -102 | -248 | -1.064 | ||||
| Effect from IAS 29 | 71 | -2 | 11 | 80 | ||||
| Change of consolidation method / sale of subsidiary |
-25 | -61 | -86 | |||||
| Depreciation | -3.434 | -1.032 | -2.152 | -6.618 | ||||
| Transfers | -145 | 145 | 0 | |||||
| Balance 31/12/2020 | 13.531 | 1.225 | 2.578 | 17.334 |
Below amounts recognized in Income Statement pursuant to IFRS 16:
| GROUP | 1/1- |
|---|---|
| (continuing operations) | 31/12/2020 |
| Depreciation from right of use assets | 6.618 |
| Interest expenses from lease liabilities | 624 |
| Rental expenses from short-term contracts | 2.630 |
| Rental expenses from contracts of low value assets | 127 |
| Total amounts recognized in Income Statement | 9.999 |
| RIGHT OF USE ASSETS | |||||||
|---|---|---|---|---|---|---|---|
| COMPANY | LAND & BUILDINGS |
TRANSPORT EQUIPMENT |
MACHINERY & EQUIPMENT |
TOTAL | |||
| Balance 1/1/2020 | 7.350 | 475 | 0 | 7.825 | |||
| Additions/ Adjustments of contracts |
443 | 443 | |||||
| Termination/expiration of contracts |
-306 | -51 | -357 | ||||
| Depreciation | -609 | -230 | -839 | ||||
| Balance 31/12/2020 | 6.435 | 637 | 0 | 7.072 |
The Group did not hold investment properties as at 31/12/2020 and 31/12/2019. The Company did not hold investment properties as at 31/12/2020 and 31/12/2019, apart from some buildings leased to its subsidiaries and therefore are classified as tangible assets.
| GROUP | GOODWILL | SOFTWARE | DEVELOPMENT COSTS (Internally |
OTHER | INDUSTRIAL PROPERTY RIGHTS & |
TOTAL |
|---|---|---|---|---|---|---|
| 1 generated) |
LICENSES | |||||
| January 1, 2020 | ||||||
| Cost | 6.848 | 116.875 | 197.946 | 26.271 | 182.158 | 530.098 |
| Accumulated amortization | 0 | -50.813 | -101.353 | -20.061 | -115.005 | -287.232 |
| Net Book value January 1, 2020 | 6.848 | 66.062 | 96.593 | 6.210 | 67.153 | 242.866 |
| COST | ||||||
| Additions of the period | 4.436 | 8.592 | 957 | 3.337 | 17.322 | |
| Transfer of assets from (to) other category | -40.429 | 11.876 | -2.294 | 30.847 | 0 | |
| Transfer from (to) inventories and tangible assets | -70 | 639 | 569 | |||
| Effect from the application of IAS 29 | 179 | 10 | 189 | |||
| Disposal of subsidiaries/change in consolidation method | -1.744 | -300 | -2.044 | |||
| Disposals | -30 | -3 | -33 | |||
| Impairment / write-off | -333 | -274 | -607 | |||
| Exchange differences | -1.867 | -1.987 | -1.054 | -1.648 | -3.025 | -9.581 |
| ACCUMULATED DEPRECIATION | ||||||
| Amortization of the period | -5.626 | -12.414 | -850 | -12.422 | -31.312 | |
| Disposals | 29 | 3 | 32 | |||
| Impairment / write-off | -5.483 | -13.070 | -1.898 | -20.451 | ||
| Effect from the application of IAS 29 | -122 | -122 | ||||
| Exchange differences | 1.404 | 872 | 1.526 | 35 | 3.837 | |
| Transfer of assets from (to) other category | 4.415 | -2.029 | 0 | -2.386 | 0 | |
| Transfer from (to) inventories and/or tangible assets | -8 | -121 | -129 | |||
| Disposal of subsidiaries/change in consolidation method | 1.420 | 58 | 1.478 | |||
| Net Book value December 31, 2020 |
4.981 | 22.121 | 89.358 | 4.187 | 81.367 | 202.014 |
| Cost | 4.981 | 76.897 | 217.360 | 23.632 | 213.043 | 535.913 |
| Accumulated amortization | 0 | -54.776 | -128.002 | -19.445 | -131.676 | -333.899 |
| Net Book value December 31, 2020 |
4.981 | 22.121 | 89.358 | 4.187 | 81.367 | 202.014 |
¹ The internally generated intangible assets of the Group include a material intangible asset with net book value of €85.792 thousand on 31/12/2020 (central operating system – LOTOS and relevant modules, which supports the majority of the contracts of the Group). The remaining amortization period of the central operating system is up to 20 years whereas additions, upgrades and improvements to this asset are constant.
The Group (continuing operations) recognized impairment losses/write-offs of intangible fixed assets amount to €21.058 thousand (discontinued operations €0 thousand) during the period 1/1-31/12/2020 which were recognized in the income statement (in "Gain / (Losses) from assets disposal, impairment losses & write-off of assets" - note 2.8). The largest portion amount to €21.022 thousand related to the impairment loss on intangible assets of CGU "Sports Betting" as discussed below in the section Intangible Assets (except goodwill) impairment test.
The above amortization amount of the intangible assets of €31.312 thousand, includes €44 thousand related to amortization of discontinued operations.
| GROUP | GOODWILL | SOFTWARE | DEVELOPMENT COSTS (Internally 1 |
OTHER | INDUSTRIAL PROPERTY RIGHTS & |
TOTAL |
|---|---|---|---|---|---|---|
| generated) | LICENSES 2 | |||||
| January 1, 2019 | ||||||
| Cost | 34.524 | 164.027 | 139.939 | 39.459 | 197.015 | 574.964 |
| Accumulated amortization | 0 | -81.260 | -49.764 | -26.404 | -115.204 | -272.632 |
| Net Book value January 1, 2019 | 34.524 | 82.767 | 90.175 | 13.055 | 81.811 | 302.332 |
| COST | ||||||
| Additions of the period | 5.775 | 10.402 | 1.383 | 579 | 18.139 | |
| Transfer of assets from (to) other category | -40.863 | 47.764 | -201 | -6.700 | 0 | |
| Transfer from (to) inventories and tangible assets | 670 | 6 | -902 | -226 | ||
| Effect from the application of IAS 29 | 300 | 16 | 316 | |||
| Disposal of subsidiaries/change in consolidation method | -3.850 | -3.780 | -797 | -8.427 | ||
| Disposals | -108 | -1.220 | -1.328 | |||
| Impairment / write-off | -22.637 | -9.275 | -12.577 | -8.024 | -52.513 | |
| Exchange differences | -1.189 | 129 | -165 | 313 | 85 | -827 |
| ACCUMULATED DEPRECIATION | ||||||
| Amortization of the period | -8.460 | -19.549 | -2.832 | -10.746 | -41.587 | |
| Disposals | 80 | 1.208 | 1.288 | |||
| Impairment / write-off | 7.718 | 8.296 | 6.480 | 22.494 | ||
| Effect from the application of IAS 29 | -201 | -201 | ||||
| Exchange differences | -221 | 87 | -329 | -107 | -570 | |
| Transfer of assets from (to) other category | 27.985 | -32.127 | 4.142 | 0 | ||
| Disposal of subsidiaries/change in consolidation method | 3.546 | 430 | 3.976 | |||
| Net Book value December 31, 2019 | 6.848 | 66.062 | 96.593 | 6.210 | 67.153 | 242.866 |
| Cost | 6.848 | 116.875 | 197.946 | 26.271 | 182.158 | 530.098 |
| Accumulated amortization | 0 | -50.813 | -101.353 | -20.061 | -115.005 | -287.232 |
| Net Book value December 31, 2019 | 6.848 | 66.062 | 96.593 | 6.210 | 67.153 | 242.866 |
¹ The internally generated intangible assets of the Group include a material intangible asset with net book value of €83.992 thousand on 31/12/2019 (central operating system – LOTOS and relevant modules, which supports the majority of the contracts of the Group). The remaining amortization period of the central operating system is up to 20 years whereas additions, upgrades and improvements to this asset are constant.
² The Group "Industrial property rights and licenses" includes intangible assets with indefinite useful lives (lottery games intellectual property rights) amounting €2,3 million 31/12/2019.
The Group (continuing operations) recognized impairment losses/write-offs of intangible fixed assets amount to €11.526 thousand (discontinued operations €18.493 thousand) during the period 1/1- 31/12/2019 which were recognized in the income statement (in "Gain / (Losses) from assets disposal, impairment losses & write-off of assets" - note 2.8). The largest portion amount to €22.637 thousand related to the impairment loss on goodwill of the subsidiaries Inteltek Internet A.S., Eurobet Ltd and Bit8 Ltd as discussed below in the section of controlling goodwill impairment. The remaining amount of €7.382 thousand concerns the impairment provision on the recoverable amount of software, licenses, and other intangible assets in various geographical areas, due to insufficient future revenues. The above amortization amount of the intangible assets of €41.587 thousand, includes €290 thousand related to amortization of discontinued operations.
| COMPANY | SOFTWARE | DEVELOPMENT COSTS 1 (Internally generated) |
INDUSTRIAL PROPERTY RIGHTS & LICENSES |
TOTAL |
|---|---|---|---|---|
| January 1, 2020 | ||||
| Cost | 23.706 | 157.622 | 21.198 | 202.526 |
| Accumulated amortization | -20.945 | -79.143 | -19.709 | -119.797 |
| Net Book value January 1, 2020 | 2.761 | 78.479 | 1.489 | 82.729 |
| COST | ||||
| Additions of the period | 287 | 8.081 | 1.441 | 9.809 |
| ACCUMULATED DEPRECIATION | ||||
| Amortization of the period | -574 | -7.946 | -1.188 | -9.708 |
| Impairment/Write off | -10.030 | -2.022 | -12.052 | |
| Transfer of assets from (to) other category | -1.680 | 1.680 | 0 | |
| Net Book value December 31, 2020 |
794 | 68.584 | 1.400 | 70.778 |
| Cost | 23.993 | 165.703 | 22.639 | 212.335 |
| Accumulated amortization | -23.199 | -97.119 | -21.239 | -141.557 |
| Net Book value December 31, 2020 |
794 | 68.584 | 1.400 | 70.778 |
| COMPANY | SOFTWARE | DEVELOPMENT COSTS 1 (Internally generated) |
INDUSTRIAL PROPERTY RIGHTS & LICENSES |
TOTAL |
|---|---|---|---|---|
| January 1, 2019 | ||||
| Cost | 63.626 | 104.367 | 27.370 | 195.363 |
| Accumulated amortization |
-48.186 | -33.341 | -23.026 | -104.553 |
| Net Book value January 1, 2019 | 15.440 | 71.026 | 4.344 | 90.810 |
| COST | ||||
| Additions of the period | 1.144 | 5.491 | 528 | 7.163 |
| Transfer of assets from (to) other category | -41.064 | 47.764 | -6.700 | 0 |
| ACCUMULATED DEPRECIATION | ||||
| Amortization of the period | -744 | -13.675 | -825 | -15.244 |
| Transfer of assets from (to) other category | 27.985 | -32.127 | 4.142 | 0 |
| Net Book value December 31, 2019 |
2.761 | 78.479 | 1.489 | 82.729 |
| Cost | 23.706 | 157.622 | 21.198 | 202.526 |
| Accumulated amortization | -20.945 | -79.143 | -19.709 | -119.797 |
| Net Book value December 31, 2019 |
2.761 | 78.479 | 1.489 | 82.729 |
¹ The Company's internally generated intangible assets constitute a standalone asset (central operating system - LOTOS and related modules, which supports the majority of the Group's contracts). The remaining depreciation period of the central operating system is 20 years given that additions, upgrades and improvements to this asset are constant.
Management tests Intangible assets (except for Goodwill) for impairment if events occur or changes in conditions indicate that the carrying value may not be recoverable in accordance with accounting practice described in note 2.1.11 "Intangible Assets".
The Group, due to the recent changes in revenue contracts portfolio, as well as the spread of COVID-19 pandemic, made an impairment test on 31/12/2020 for all operating systems that are used to its operating activities. The above intangible assets were classified for impairment testing purposes to the following cash generating units (CGU): "Lottery", "Sports Betting" and "VLT". The recoverable amount of each CGU was determined according to the calculations of Fair value less cost to sell since it was estimated that the value in use is lower than fair value. The determination is obtained by applying of Income Approach –Relief from Royalty method, in which the value of an intangible asset is determined by reference to the value of the hypothetical royalty payments that would be saved through owning the asset, as compared with licensing the intangible asset by a third party. The royalty rate that was applied was 11,3% and the discounting rate was 10,5%.
The test concluded that the carrying amount of the CGU "Sports Betting" exceeded the estimated recoverable amount, and the Group recognized an impairment loss, due to insufficient future revenue, of €21.022 thousand in Income Statement (in "Gain / (Losses) from assets disposal, impairment losses & write-off of assets" - note 2.8). The above impairment loss is presented in the operating segment "European Union" (note 2.2) The respective amount for Company amounted to €12.052 thousand.
| GROUP | COMPANY | |
|---|---|---|
| Software | 5.780 | 0 |
| Development Costs (Internally generated) | 13.070 | 10.030 |
| Industrial Property Rights & Licenses | 2.172 | 2.022 |
| Total | 21.022 | 12.052 |
On 31/12/2020, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible change of some of the basic assumptions (such as the change of a half (0,5) percentage point to the royalty rate and the change of a half (0,5) percentage point of the discount rate). This analysis does not show a situation in which the carrying amount of the CGUs "Lottery" and "VLT" exceeds their recoverable amount. Regarding the CGU "Sports Betting", the above analysis show that a decrease of royalty rate for a half (0,5) percentage point with a simultaneous increase of discount rate for a half (0,5) percentage point would lead to an additional impairment loss of approximately €2.000 thousand. On the other hand, an increase of royalty rate for a half (0,5) percentage point with a simultaneous decrease of discount rate for a half (0,5) percentage point would lead to a lower impairment loss of approximately €2.100 thousand.
Management tests Goodwill for impairment annually (December 31) or more frequently if events occur or changes in conditions indicate that the carrying value may not be recoverable in accordance with accounting practice described in note 2.1.6 "Business Combination and Goodwill".
The Group proceeded with a goodwill impairment test on 31/12/2020 and the basic assumptions used to determine the recoverable amount are described below. The test on 31/12/2020 didn't conclude to goodwill
impairment. The test on 31/12/2019, as well as the relevant intermediate tests on 31/3/2019 and on 30/6/2019 for the subsidiary Inteltek Internet A.S., resulted in the recognition of goodwill impairment provisions to the subsidiaries Inteltek Internet A.S. (first quarter 2019 €1.756 thousand and second quarter 2019 €1.281 thousand), Eurobet Ltd (fourth quarter 2019 €18.493 thousand) and Bit8 Ltd (fourth quarter 2019 €1.107 thousand), which were included in the income statement of 2019.
The recoverable amounts of cash generating units have been determined based on value in use calculations using appropriate estimates regarding future cash flows and discount rates.
Specifically, goodwill arising on consolidation of acquired subsidiaries and intangible assets with indefinite useful life are allocated to the following cash generating units (CGU) by geographical area. Goodwill impairment testing is performed on subsidiary level.
Carrying amount:
| CGU | Goodwill | Intangible assets with indefinite useful life |
|||
|---|---|---|---|---|---|
| 31/12/2020 ¹ | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| European Union | 0 | 0 | 0 | 2.300 | |
| America | 344 | 525 | 25 | 29 | |
| Other countries | 4.637 | 6.323 | 0 | 0 | |
| Total | 4.981 | 6.848 | 25 | 2.329 |
¹ Net decrease in goodwill during 2020 by €1.867 thousand is caused by the foreign currency translation losses from goodwill valuations related to foreign subsidiaries acquisitions, made by the Group in past periods, with functional currency other than Euro.
The recoverable amount of each CGU is determined according to the calculations of value in use. The determination is obtained by the present value of estimated future cash flows expected to be generated by each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by the management budgets for the next three years and do not include estimated future cash inflows or outflows expected to arise from future restructurings or from improving or enhancing the asset's performance which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent budgets is estimated by extrapolating the projections based on the budgets, using a steady or declining growth rate for subsequent years, which does not exceed the long-term average growth rate for products, industries, countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates beyond the period of three years where it has signed revenue contracts beyond three years as well as in cases where management believes that based on market data and renewals track record of the Group, the renewal of the relevant contracts beyond the three year period is very possible. Cash flow projections are based on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management assesses the reasonableness of the assumptions underlying the current cash flow projections by examining the causes of differences between past cash flow projections and actual cash flows. Management also ensures that the assumptions on which its current cash flow projections are based are consistent with past actual outcomes, provided that subsequent events or circumstances that did not exist when those actual cash flows were generated make this appropriate. The value in use for CGUs affected (has sensitivity) of the following key factors (assumptions):
Sales projections are derived from estimates of local management of various subsidiaries. These projections are based on careful assessments of various factors, such as past performance, estimates of growth of the local market, competition - if exists, possible changes in the institutional framework governing the gambling market, the economic situation of the gambling industry and the market in general, new opportunities such as lotteries privatizations, etc.
| CGU | 2020 | 2019 |
|---|---|---|
| European Union | n/a | n/a |
| Other Europe | n/a | n/a |
| America | 20,0% - 68,1% | 20,0% - 36,8% |
| Other countries | 11,0% - 63,3% | 20,2% - 27,8% |
The factors taken into account for the calculation of the growth rate in perpetuity derive from external sources and include among others, the level of maturity of each market, the existence of barriers to entry for competitors, the economic situation of the market, existing competition and technology trends. Growth rate in perpetuity:
| CGU | 2020 | 2019 |
|---|---|---|
| European Union | n/a | n/a |
| Other Europe | n/a | n/a |
| America | 10,0% | 10,0% |
| Other countries | 11,0% | 11,0% |
The discount rates represent the current market assessments of the risks personalized for each CGU, having made the necessary adjustments for the time value of money and possible risks specific to any assets that have not been included in the cash flow projections. The calculation of discount rates based on specific conditions under which the Group and its operating segments operate and calculated through the weighted average cost of capital method (WACC). The WACC takes into account both debt and equity. The cost of equity derives from the expected return that Group investors have for their investment. The Cost of debt is based on the interest rate of the loans that the Group must facilitate. The specific risk of each country is incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors «beta» are evaluated annually based on published market data.
| CGU | 2020 | 2019 |
|---|---|---|
| European Union | n/a | n/a |
| Other Europe | n/a | n/a |
| America | 37,8% | 41,8% |
| Other countries | 21,6% | 19,3% |
On 31/12/2020, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible change of some of the basic assumptions (such as the change of one (1,0) percentage point to the growth rate in perpetuity and the change of the discount rates of one (1,0) percentage point). This analysis does not show a situation in which the carrying amount of the Group's significant CGUs exceeds their recoverable amount.
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation |
Country | 31/12/2020 | 31/12/2019 |
|---|---|---|---|---|
| Lotrich Information Co LTD | 40% | Taiwan | 6.074 | 7.379 |
| Goreward LTD Group | 38,84% | China | 0 | 5.864 |
| Intralot de Peru SAC | 20% | Peru | 0 | 16.366 |
| Karenia Enterpises Co Ltd | 50% | Cyprus | 6.712 | 6.731 |
| Eurofootball Ltd | 49% | Bulgaria | 0 | 965 |
| Other | 0 | 2 | ||
| Total | 12.786 | 37.307 | ||
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES | 31/12/2020 | 31/12/2019 | ||
| Opening Balance | 37.307 | 133.198 | ||
| Participation in net profit / (loss) of associates and joint ventures | -634 | -13.223 | ||
| Exchange differences | -735 | 961 | ||
| Impairment /Reverse of impairment | -4.153 | -1.967 | ||
| Dividends Sales of companies |
-2.762 0 |
-6.484 -78.328 |
||
| Change of consolidation method | 0 | 3.011 | ||
| Transfer to Assets held for sale | -16.167 | 0 |
Closing Balance 12.786 37.307
| COMPANY INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation |
Country | 31/12/2020 | 31/12/2019 |
|---|---|---|---|---|
| Lotrich Information Co LTD | 40% | Taiwan | 5.131 | 5.131 |
| Intralot De Peru SAC | 20% | Peru | 0 | 5.528 |
| Total | 5.131 | 10.659 |
| COMPANY INVESTMENT IN SUBSIDIARIES |
% Participation |
Country | 31/12/2020 | 31/12/2019 |
|---|---|---|---|---|
| Intralot Holdings International LTD | 100% | Cyprus | 464 | 8.464 |
| Betting Company S.A. | 95% | Greece | 139 | 139 |
| Inteltek Internet AS | 20% | Turkey | 266 | 2.309 |
| Bilyoner Interactif Hizmelter AS | 50,01% | Turkey | 10.751 | 10.751 |
| Intralot Global Securities BV | 100,00% | Nederland | 50.961 | 55.636 |
| Intralot Global Holdings BV | 0,0186% | Nederland | 54.772 | 60.068 |
| Intralot Iberia Holdings SA | 100% | Spain | 5.638 | 5.638 |
| Other | 117 | 437 | ||
| Total | 123.108 | 143.442 | ||
| Grand Total | 128.239 | 154.101 | ||
| COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES |
31/12/2020 | 31/12/2019 | ||
| Opening Balance Provisions/ reversals of provisions for impairment of subsidiaries |
154.101 -3.047 |
135.908 -4.927 |
||
| Capitalization of receivables from subsidiaries | 684 | 204 | ||
| Contribution of a subsidiary to another subsidiary | 0 | 22.787 | ||
| Acquisition of additional percentage in an existing subsidiary | 0 | 129 | ||
| Transfer to Assets held for sale | -5.528 | 0 | ||
| Return of subsidiaries' capital | -17.971 | 0 |
The other financial assets that have been classified by the Group as "equity instruments at fair value through other comprehensive income" and as "debt instruments at amortized cost" are analyzed below:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Opening Balance | 432 | 16.679 | 39 | 1.213 | |
| Purchases | 0 | 90 | 0 | 0 | |
| Return of capital | 0 | -2.328 | 0 | -2.328 | |
| Disposals | 0 | -15.415 | 0 | -168 | |
| Receipts | -30 | 0 | 0 | 0 | |
| Fair value revaluation | -95 | 1.436 | 0 | 1.322 | |
| Foreign exchange differences | -31 | -30 | 0 | 0 | |
| Closing balance | 276 | 432 | 39 | 39 | |
| Quoted securities | 276 | 432 | 39 | 39 | |
| Unquoted securities | 0 | 0 | 0 | 0 | |
| Total | 276 | 432 | 39 | 39 | |
| Long-term Financial Assets | 262 | 414 | 39 | 39 | |
| Short-term Financial Assets | 14 | 18 | 0 | 0 | |
| Total | 276 | 432 | 39 | 39 |
During 2020, the Group losses arising from the valuation at fair value of the above financial assets amount to €95 thousand (2019: gain €1.436 thousand) are analyzed in losses amount to €112 thousand (2019: gain €1.414 thousand) reported in particular equity reserves (revaluation reserve) and in gain amount to €17 thousand (2019: gain 22 thousand) reported in the income statement. Respectively for the Company, losses amount to €0 thousand (2019: gain €1.322 thousand) are analyzed in losses amount to €0 thousand (2019: gain €1.322 thousand) that were reported in particular equity reserves (revaluation reserve).
For investments that are actively traded in organized financial markets, the fair value is determined by reference to the closing price at the reporting date. For investments where there is no corresponding market price, fair value is determined by reference to the current market value of another instrument that is substantially the same or estimated based on expected cash flows of the net assets underlying the investment or acquisition value.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Receivables from related parties (note 2.31.E) | 1.408 | 1.992 | 28 | 24.261 |
| Minus: Provisions for doubtful receivables | -445 | -629 | 0 | -24.203 |
| Guarantees | 3.994 | 2.076 | 84 | 75 |
| Other receivables | 454 | 3.458 | 0 | 0 |
| Minus: Provisions for doubtful receivables | 0 | -2.824 | 0 | 0 |
| Total | 5.411 | 4.073 | 112 | 133 |
| Reconciliation of changes in | GROUP | COMPANY | ||
|---|---|---|---|---|
| provisions for impairment of long term receivables |
31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Opening Balance | -3.453 | -3.366 | -24.203 | 0 |
| Provisions for the period for receivables from third parties |
0 | -98 | 0 | 0 |
| Transfer from/to short term receivables | 0 | 0 | 160 | -24.203 |
| Transfer to investments in subsidiaries | 0 | 0 | 24.043 | 0 |
| Sale of subsidiary | 2.824 | |||
| Exchange differences | 184 | 11 | 0 | 0 |
| Closing Balance | -445 | -3.453 | 0 | -24.203 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Trade receivables (third parties) 2 | 91.306 | 87.109 | 34.586 | 41.360 |
| Minus: Doubtful provisions | -9.526 | -12.843 | -6.734 | -6.734 |
| Trade receivables from related entities and other related parties (note 2.31.E) |
7.931 | 7.470 | 63.124 | 49.484 |
| Minus: Doubtful provisions | -5.037 | -5.037 | -5.390 | -6.878 |
| Total trade receivables | 84.674 | 76.699 | 85.586 | 77.232 |
| Other receivables (third parties) 2 | 11.340 | 14.007 | 5.108 | 5.904 |
| Minus: Doubtful provisions | -1.305 | -1.011 | -778 | -778 |
| Other receivables from related entities and other related parties (note 2.31.E) |
5.838 | 1.685 | 12.966 | 9.081 |
| Minus: Doubtful provisions | -1.060 | -1.060 | -1.060 | -3.021 |
| Pledged bank deposits 1 | 5.295 | 3.948 | 1.774 | 156 |
| Tax receivables | 37.246 | 26.248 | 20.120 | 10.390 |
| Prepaid expenses and other receivables |
9.375 | 11.219 | 1.800 | 2.035 |
| Total other receivables | 66.729 | 55.036 | 39.930 | 23.767 |
| Total | 151.403 151.403 |
131.735 131.735 |
125.516 125.516 |
100.999 100.999 |
1 The Group on 31/12/2020 includes collateralized bank deposits as security coverage for banking facilities amounting €4.929 thousand (31/12/2019: €3.575 thousand) and other collateralized bank deposits amount to €366 thousand (31/12/2019: €373 thousand). The Company includes on 31/12/2020 collateralized bank deposits as security coverage for banking facilities amounting €1.650 thousand (31/12/2019: €30 thousand) and other collateralized bank deposits amount to €124 thousand (31/12/2019: €126 thousand).
2 The account «Trade receivables» and «Other receivables» of the Company and the Group include a receivable from the "Hellenic Organization of Horse Racing S.A." (ODIE) amount to €29,1 million (31/12/2019: €29,9 million) that was overdue until November 2015 and had not been impaired. In November 2015, an agreement was signed between the Company and ODIE which set the repayment of all of the above receivables of the Company. With this agreement ODIE granted the Company 2/3 of the rent which it will receive from the lease of property of ODIE (Markopoulos facilities) to the company "Ippodromies SA ". The payment of the assigned lease to the Company has already started from January 2016. The whole of this receivable is covered by collateral as disclosed in note 2.32.A."Contingent liabilities" - "Litigation cases". We also note that the Company assesses the risk of non-collectability as minimum, given both the public character of ODIE, and the reception of physical collateral (first mortgage and note of mortgage) on the above mentioned property of ODIE. The record of the above physical collateral, was made for the amount of €20,9 million against the real estate and the facilities of ODIE in Markopoulos, that have a multiple fair value, making the collection of the claim as fully secured.
Pursuant to IFRS 9, for the determination of the expected credit losses and the recognition of relevant doubtful provisions, the Group followed the general model as described in paragraph 2.1.12.I.d of accounting policies. Subsequent changes in market conditions and the business model of the Group may affect the below estimations.
On December 31, 2020 and 2019, the trade receivables and the doubtful provisions are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | Trade receivables |
Doubtful provisions |
Trade receivables |
Doubtful provisions |
| Not past due | 26.831 | 0 | 11.793 | 0 |
| Past due less than 30 days | 7.989 | -3 | 413 | 0 |
| Past due 30-60 days | 3.138 | 0 | 656 | 0 |
| Past due 60-90 days | 3.712 | -195 | 432 | 0 |
| Past due 90-120 days | 1.880 | -25 | 102 | 0 |
| Past due more than 120 days¹ | 55.687 | -14.340 | 84.314 | -12.124 |
| Total | 99.237 | -14.563 | 97.710 | -12.124 |
| 84.674 | 85.586 |
¹ The Company and the Group are subject to a commercial claim of €24,9 million by the Hellenic Horse Racing Agency (ODIE), for which the risk not to recover it is estimated to be minimal, as described above, and therefore the relevant provision hasn't been formed.
| 31/12/2019 | GROUP | COMPANY | ||
|---|---|---|---|---|
| Trade receivables |
Doubtful provisions |
Trade receivables |
Doubtful provisions |
|
| Not past due | 25.684 | 0 | 15.762 | 0 |
| Past due less than 30 days | 11.609 | -5 | 2.328 | 0 |
| Past due 30-60 days | 2.670 | -1 | 2.921 | 0 |
| Past due 60-90 days | 1.699 | -287 | 1.341 | 0 |
| Past due 90-120 days | 4.914 | -3.209 | 799 | 0 |
| Past due more than 120 days¹ | 48.003 | -14.378 | 67.693 | -13.612 |
| Total | 94.579 | -17.880 | 90.844 | -13.612 |
| 76.699 | 77.232 |
¹ The Company and the Group are subject to a commercial claim of €24,9 million by the Hellenic Horse Racing Agency (ODIE), for which the risk not to recover it is estimated to be minimal, as described above, and therefore the relevant provision hasn't been formed.
| Reconciliation of changes in provisions | GROUP | COMPANY | ||
|---|---|---|---|---|
| for impairment of short-term receivables Opening Balance |
31/12/2020 -19.951 |
31/12/2019 -19.685 |
31/12/2020 -17.411 |
31/12/2019 -42.598 |
| Provisions for the period for receivables from subsidiaries 1 |
0 | 0 | -132 | -3.607 |
| Provisions for the period for receivables from third parties 2 |
-753 | -743 | 0 | 0 |
| Provisions utilized for receivables from subsidiaries |
0 | 0 | 1.028 | 2.892 |
| Provisions utilized for receivables from third parties |
3.216 | 502 | 0 | 390 |
| Reversed provisions for receivables from subsidiaries |
0 | 0 | 0 | 1.309 |
| Reversed provisions for receivables from third parties |
593 | 43 | 0 | 0 |
| Subsidiaries disposal/change in consolidation method |
-262 | 0 | 0 | 0 |
| Transfer from/to long term receivables | 0 | 0 | -160 | 24.203 |
| Exchange differences | 201 | -68 | 0 | 0 |
| IAS 19 application | 28 | 0 | 0 | 0 |
| Transfer to investments to subsidiaries | 0 | 0 | 2.713 | 0 |
| Closing Balance | -16.928 | -19.951 | -13.962 | -17.411 |
1Relating to impairment provision of receivables from subsidiary and other related party of the Group derived either from machinery and equipment disposal and services rendered or from loan contracts.
2Relating to impairment provision of receivables from debtors (third parties outside the Group) derived from commercial transactions in the ordinary course of business.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| RECEIVABLES | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Trade receivables | 91.306 | 87.109 | 34.586 | 41.360 |
| Provisions for doubtful receivables | -9.526 | -12.843 | -6.734 | -6.734 |
| Receivables from related parties (note 2.31.E) |
15.177 | 11.147 | 76.118 | 82.826 |
| Provisions for doubtful receivables | -6.542 | -6.726 | -6.450 | -34.102 |
| Pledged bank deposits | 5.295 | 3.948 | 1.774 | 156 |
| Tax receivables | 37.246 | 26.248 | 20.120 | 10.390 |
| Guarantees | 3.994 | 2.076 | 84 | 75 |
| Prepaid expenses, advances and other receivables |
21.169 | 28.684 | 6.908 | 7.939 |
| Provisions for doubtful receivables | -1.305 | -3.835 | -778 | -778 |
| Total | 156.814 | 135.808 | 125.628 | 101.132 |
| MATURITY INFORMATION | ||||
| 0-3 months | 36.578 | 36.059 | 14.973 | 9.342 |
| 3-12 months | 114.825 | 95.676 | 110.543 | 91.657 |
| More than 1 year | 5.411 | 4.073 | 112 | 133 |
| Total | 156.814 | 135.808 | 125.628 | 101.132 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Merchandise – Equipment | 22.064 | 33.519 | 7.875 | 10.733 |
| Other | 5.113 | 3.588 | 0 | 0 |
| Total | 27.177 | 37.107 | 7.875 | 10.733 |
| Provisions for impairment | -1.473 | -1.500 | 0 | 0 |
| Total | 25.704 | 35.607 | 7.875 | 10.733 |
The burden for 2020, from disposals/usage and provision of inventories for the Group amounts to €17.044 thousand (2019: €6.807 thousand) while for the Company amounts to €2.990 thousand (2019: €9.731 thousand) and is included in "Cost of Sales".
| Reconciliation of changes in inventories provision for |
GROUP | COMPANY | ||
|---|---|---|---|---|
| impairment | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Opening balance for the period | -1.500 | -1.536 | 0 | 0 |
| Provisions of the period | -422 | 0 | 0 | 0 |
| Foreign exchange differences | 27 | 36 | 0 | 0 |
| Sale of subsidiary | 422 | 0 | 0 | 0 |
| Closing balance for the period | -1.473 | -1.500 | 0 | 0 |
There are no liens on inventories.
Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily bank interest rates.
The short-term deposits are made for periods from one day to three months depending on the Group's cash requirements and yield income at the applicable prevailing interest rates.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Cash and bank current accounts | 97.505 | 170.499 | 7.959 | 16.172 |
| Short term time deposits/investments (cash equivalents) |
2.479 | 615 | 0 | 0 |
| Total | 99.984 | 171.114 | 7.959 | 16.172 |
| Total number of authorized shares | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Ordinary shares of nominal value €0,30 each | 156.961.721 | 156.961.721 |
| Issued and fully paid shares | Ordinary Shares | €'000 |
| Balance December 31, 2020 | 156.961.721 | 47.089 |
Treasury Shares
The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 11.6.2014, as amended by the resolution of the Shareholder's Annual General Meeting of 19.5.2015 and 18.5.2017, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, for the time period of 24 months with effect from 11.06.2014 and until 11.06.2018, with a minimum price of €1,00 and maximum price of €12,00. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees
or the staff of a company related with it. The above programme was cancelled with a relevant decision of the Shareholder's Annual General Meeting on 16.5.2018.
The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 16.5.2018, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, including treasury shares which might have been acquired and held by the Company (on 16/5/2018 amounted 748.661 treasury shares that is 0,48% of the share capital following the cancelation of 2.000.000 treasury shares and a relevant decrease in the share capital of the Company as approved by the Shareholder's Annual General Meeting for a period of 24 months with effect from 16.5.2018 and until 16.5.2020, with a minimum price of €0,30 and maximum price of €12,00 cancelling the previous programme that was about to end on 11.6.2018. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it.
During 2018, the Company purchased 9.218.779 treasury shares (5,87% of the Company's share capital) at an average price of €0,93 per share, totalling €8.589 thousand. Until 31/12/2020 the Company had 9.200.033 treasury shares (5,86% of the company's share capital) with average price €0,93 per share, with total price of €8.528 thousand subtracting 2.000.000 treasury shares (1,27% of the share capital of the Company) at an average purchase price of €1,10, that were cancelled from the Shareholder's Annual General Meeting of 16.05.2018.
According to article 49, Law 4548/2018, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Ordinary General Meeting which took place on the 29.05.2020, that a treasury shares buy – back program by the Company of up to 10% of its paid share capital, taking into account the shares which had been acquired and held by the Company (in the amount of 9.200.033 treasury shares as of 29.05.2020, that is 5,861% of its share capital), for a period of 24 months with effect from 29.05.2020 and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12, is approved. It was approved also that the treasury shares which will eventually be acquired may be distributed to its personnel and/or to the personnel of Company's affiliates and/or to be kept for future acquisition of shares in another company.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Treasury shares | Number of ordinary shares |
€ '000 | Number of ordinary shares |
€ '000 |
| Balance December 31, 2020 | 9.200.033 | 8.528 | 9.200.033 | 8.528 |
INTRALOT, in accordance with the current legislation and its relevant announcement dated 13.04.2021, informed that, by April 14th , it completed the sale of 500.000 own shares, or 0,32% of its total share capital, with an average selling price of €0,17 per share and a total value of €85.000,00. Therefore, INTRALOT holds 8.700.033 own shares, which represent 5,54% of its total share capital.
This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve in the Group on 31/12/2020 was €-100,9 million (31/12/2019: €-87,9 million). The Group had a total net loss which was reported in the statement of
comprehensive income from the change in the fair value reserve during 2020 amounting to €15,9 million, out of which loss of €13,7 million is attributable to the owners of the parent and a loss of €2,2 million to non-controlling interest. The above total net loss for 2020 comes mainly from the negative fluctuation of USD, TRY and ARS against the EUR.
Ιn 2020, an accumulated gain of €153 thousand was reclassified/recycled in the income statement (line "Foreign Exchange Differences") from the reserve of foreign exchange differences due to the liquidation of the subsidiaries.
Respectively, in the second quarter 2019, a cumulative gain of €586 thousand was reclassified / recycled to the income statement (line "Profit / (loss) after tax from discontinued operations") from the foreign exchange differences reserve due to the sale of the subsidiary Totolotek SA. and the loss of control of the subsidiary Eurofootball Ltd..
Also, in 2019, an accumulated loss of €1.811 thousand was reclassified/recycled in the income statement (line "Foreign Exchange Differences") from the reserve of foreign exchange differences due to the liquidation of the subsidiaries and associate companies.
The main exchange rates of abroad subsidiaries financial statements conversion were:
| 31/12/2020 | 31/12/2019 | Change | |
|---|---|---|---|
| EUR / USD | 1,23 | 1,12 | 9,8% |
| EUR / AUD | 1,59 | 1,60 | -0,6% |
| EUR / TRY | 9,11 | 6,68 | 36,4% |
| EUR / PEN | 4,42 | 3,72 | 18,8% |
| EUR / ARS | 102,85 | 67,23 | 53,0% |
| EUR / BRL | 6,37 | 4,52 | 40,9% |
| AVG 1/1- 31/12/2020 |
AVG 1/1- 31/12/2019 |
Change | |
|---|---|---|---|
| EUR / USD | 1,14 | 1,12 | 1,8% |
| EUR / AUD | 1,65 | 1,61 | 2,5% |
| EUR / TRY | 8,05 | 6,36 | 26,6% |
| EUR / PEN | 3,99 | 3,74 | 6,7% |
| EUR / ARS ¹ | 102,85 | 67,23 | 53,0% |
| EUR / BRL | 5,89 | 4,41 | 33,6% |
1The Income Statement of 2020 and 2019 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/12/2020 and 31/12/2019 instead of the Avg. 1/1-31/12/2020 and 1/1-31/12/2019 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Statutory Reserve | 23.638 | 25.040 | 15.896 | 15.896 |
| Extraordinary Reserves | 1.740 | 1.740 | 1.456 | 1.456 |
| Tax Free and Specially Taxed Reserves | 40.658 | 40.658 | 38.091 | 38.091 |
| Treasury shares reserve | 5 | 5 | 5 | 5 |
| Actuarial differences reserve | -236 | -56 | -216 | -6 |
| Revaluation reserve | -207 | -95 | -158 | -159 |
| Total operations | 65.598 | 67.292 | 55.074 | 55.283 |
Some of the Group companies are obliged, according to commercial laws in force in the country based, to form a percentage of their annual net profit as reflected in their statutory books to a legal reserve. Under Greek corporate law, companies are required to form at least 5% of their annual net profit as reflected in
their statutory books to a legal reserve until the aggregate amount of legal reserve reaches at least 1/3 of the share capital. This reserve cannot be distributed during the Company's operation. Statutory reserve as of 31 December 2020 amounts to €23,6 million for the Group and €15,9 million for the Company (31/12/2019: €25,0 million and €15,9 million respectively).
They concern among other, reserves formed under development laws, from the Company and certain subsidiaries of the Group. For these reserves the tax liability has run out or permanently exempted from taxation and therefore their distribution does not create further tax burden on the Group and Company. Extraordinary reserves on 31 December 2020 amount to €1,7 million for the Group and €1,5 million for the Company (31/12/2019: €1,7 million and €1,5 million respectively).
Tax-free and specially taxed reserves represent investment or development laws, and special laws reserves and interest income, which are either tax free or taxed at 15% at source.
These revenues are not taxable provided that there are sufficient profits from which can be formed relative untaxed reserves. According to the Greek tax legislation, these reserves are exempt from income tax, provided they are not distributed to shareholders. The distribution of the balance of these reserves can only occur following the approval of shareholders in a regular meeting and if the applicable taxation is paid. The Group does not intend to distribute the balance of these reserves and therefore has not calculated the tax liability that would arise from the distribution. Also the dividends received or received from resident companies which have their registered office in another member state of the European Union, in which the resident company participates within the meaning of article 11 of L.2578/1998, and the articles 48 & 63 of (L.4172/2013) are exempt from taxation. The exempt amount is shown in a special reserve account (POL.1007 / 2014), irrespective of the profitability or not. If this or any part of the reserve is distributed or capitalized, the amount of the reserve is not added to earnings aggregated with other earnings. The balance of the tax free and specially taxed reserves on 31 December 2020 was €40,7 million for the Group (31/12/2019: €40,7 million) and €38,1 million for the Company (31/12/2019: €38,1 million).
It relates to profits or losses arising from the sale, re-issue or cancellation of treasury shares and amounted to €5 thousand for the Group and the Company on 31/12/2020 (31/12/2019: €5 thousand).
It concerns actuarial gains / losses arising from actuarial studies performed by the Group to its subsidiaries for the various benefit plans to employees. The actuarial differences reserve on 31 December 2020 amount to €-236 thousand for the Group and €-216 thousand for the Company (31/12/2019: €-56 thousand and €-6 thousand respectively).
It concerns changes in the fair value of assets through other comprehensive income amount on 31 December 2020 to €-207 thousand for the Group and €-158 thousand for the Company (31/12/2019: €- 95 thousand and €-159 thousand respectively).
| GROUP 1/1-31/12/2020 |
Actuarial differences Reserve |
Revaluation Reserve |
Foreign exchange differences Reserve |
Retained Earnings |
Total | Non controlling interest |
Grand total |
|---|---|---|---|---|---|---|---|
| Defined benefit plans revaluation for subsidiaries and parent company | -240 | -35 | -275 | -21 | -296 | ||
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
-112 | -112 | -112 | ||||
| Foreign exchange differences on consolidation of subsidiaries | -12.914 | -12.914 | -2.257 | -15.171 | |||
| Share of foreign exchange differences on consolidation of associates and joint ventures |
-735 | -735 | -735 | ||||
| Other comprehensive income / (expenses) after tax | -240 | -112 | -13.649 | -35 | -14.036 | -2.278 | -16.314 |
| GROUP 1/1-31/12/2019 |
Actuarial differences Reserve |
Revaluation Reserve |
Foreign exchange differences Reserve |
Retained Earnings |
Total | Non controlling interest |
Grand total |
|---|---|---|---|---|---|---|---|
| Defined benefit plans revaluation for subsidiaries and parent company | 88 | 21 | 109 | 31 | 140 | ||
| Revaluation of defined benefit plans of associates and joint ventures | -83 | -83 | -83 | ||||
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
1.414 | 1.414 | 1.414 | ||||
| Foreign exchange differences on consolidation of subsidiaries | -1.028 | -1.028 | -3.309 | -4.337 | |||
| Share of foreign exchange differences on consolidation of associates and joint ventures |
1.080 | 1.080 | 1.080 | ||||
| Other comprehensive income / (expenses) after tax | 88 | 1.414 | 52 | -62 | 1.492 | -3.278 | -1.786 |
| COMPANY 1/1-31/12/2020 |
Actuarial differences reserve |
Revaluation Reserve |
Total |
|---|---|---|---|
| Defined benefit plans revaluation | -210 | -210 | |
| Valuation of assets measured at fair value through other comprehensive income |
1 | 1 | |
| Other comprehensive income / (expenses) after tax | -210 | 1 | -209 |
| COMPANY 1/1-31/12/2019 |
Actuarial differences reserve |
Revaluation Reserve |
Total |
|---|---|---|---|
| Defined benefit plans revaluation | 113 | 113 | |
| Valuation of assets measured at fair value through other comprehensive income |
1.322 | 1.322 | |
| Other comprehensive income / (expenses) after tax | 113 | 1.322 | 1.435 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Declared dividends of ordinary shares: |
31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Final dividend of 2012 | 509 | 0 | 0 | 0 | |
| Final dividend of 2017 | 0 | 957 | 0 | 0 | |
| Final dividend of 2018 | 0 | 27.566 | 0 | 0 | |
| First dividend of 2019 | 0 | 11.562 | 0 | 0 | |
| Final dividend of 2019 | 8.366 | 0 | 0 | 0 | |
| Dividend per statement of changes in equity |
8.875 | 40.085 | 0 | 0 |
During 2020 dividends paid on ordinary shares, aggregated €8.461 thousand (2019: €41.714 thousand).
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate |
31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Facility A (€250,0 million) |
EUR | 6,75% | 253.313 | 251.235 | 0 | 0 |
| Facility B (€500,0 million) |
EUR | 5,25% | 497.832 | 495.534 | 0 | 0 |
| Intercompany Loans | 0 | 0 | 308.338 | 278.908 | ||
| Other | 15.661 | 27.714 | 0 | 0 | ||
| Total Loans (long-term and short-term) before repurchasing |
766.806 | 774.483 | 308.338 | 278.908 | ||
| Less: Payable during the next year | -272.032 | -31.851 | 0 | 0 | ||
| Repurchase of Facility B | -26.079 | -25.958 | 0 | 0 | ||
| Long-term loans after repurchasing | 468.695 | 716.674 | 308.338 | 278.908 | ||
| Long-term lease liabilities 1 | 7.469 | 10.681 | 1.193 | 1.580 | ||
| Total long-term debt (loans and lease liabilities) |
476.164 | 727.355 | 309.531 | 280.488 |
1In the Group and the Company on 31/12/2020 included Long-term lease liabilities from other related parties amount to €1.070 thousand and €750 thousand respectively (note 2.31.Ε).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Facility A (€250,0 million) | 253.313 | 4.606 | 0 | 0 |
| Facility B (€500,0 million) | 6.843 | 6.974 | 0 | 0 |
| Intercompany loans | 0 | 0 | 0 | 0 |
| Other | 12.652 | 20.927 | 0 | 0 |
| Short-term loans before repurchasing |
272.808 | 32.507 | 0 | 0 |
| Repurchasing Facility B | -776 | -656 | 0 | 0 |
| Short-term loans after repurchasing | 272.032 | 31.851 | 0 | 0 |
| Short-term lease liabilities 1 | 2.882 | 6.019 | 450 | 785 |
| Total short-term debt (loans and lease liabilities) |
274.914 | 37.870 | 450 | 785 |
1In the Group and the Company as at 31/12/2020 included Short-term lease liabilities from other related parties amount to €280 thousand and €221 thousand respectively (note 2.31.Ε).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Total debt (loans and lease liabilities) |
751.078 | 765.225 | 309.981 | 281.273 |
The Group under the Senior Notes (Facility A & B) terms will be able to incur additional debt so long as on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2020: approx. 1,50), and will be able to incur additional senior debt as long as on a pro forma basis its total Net Debt (senior) to EBITDA consolidated (Senior leverage ratio) is not more than 3,75 (31/12/2020: approx. 9,83). Furthermore to the above, the Group can incur additional debt from specific baskets.
The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf, may from time to time purchase and/or re-sell bonds of the Group (Facility A & B) in one or more series of open-market transactions from time to time. The Group does not intend to disclose the extent of any such purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group may have to do so.
• Facility C: In February and March 2020 Intralot Global Holdings BV signed a loan agreement, with relevant securities on financial assets, amounting up to €18 million as a revolving facility. Loan agreement bears a floating reference rate (relevant bank's cost of funding cost) plus a 1,65% margin. The above facility does not include financial covenants and the nominal outstanding balance on 31/12/2020 was €6,9 million and \$5,3 million.
| GROUP | Minimum of the lease payments |
Present value of the minimum lease payments |
Minimum of the lease payments |
Present value of the minimum lease payments |
|---|---|---|---|---|
| 31/12/2020 | 31/12/2020 | 31/12/2019 | 31/12/2019 | |
| Within 1 year | 3.278 | 2.882 | 6.656 | 6.019 |
| Between 2 and 5 years | 6.261 | 5.647 | 8.807 | 7.872 |
| Over 5 years | 2.059 | 1.822 | 3.222 | 2.809 |
| Minus: Interest | -1.247 | 0 | -1.985 | 0 |
| Total | 10.351 | 10.351 | 16.700 | 16.700 |
| COMPANY | Minimum of the lease payments |
Present value of the minimum lease payments |
Minimum of the lease payments |
Present value of the minimum lease payments |
|---|---|---|---|---|
| 31/12/2020 | 31/12/2020 | 31/12/2019 | 31/12/2019 | |
| Within 1 year | 535 | 450 | 895 | 785 |
| Between 2 and 5 years | 1.235 | 1.114 | 1.543 | 1.365 |
| Over 5 years | 87 | 79 | 243 | 215 |
| Minus: Interest | -214 | 0 | -316 | 0 |
| Total | 1.643 | 1.643 | 2.365 | 2.365 |
| GROUP | Balance 31/12/2019 |
Cash flows |
Accrued interest |
Foreign exchange differences & IAS 29 effect |
Non cash adjustments Transfers |
Purchases of fixed assets under leases/contrac t cancellation |
Change of consolidati on method |
Balance 31/12/2020 |
|---|---|---|---|---|---|---|---|---|
| Long-term loans | 716.674 | -4.162 | 903 | -326 | -243.852 | 0 | -542 | 468.695 |
| Short-term loans | 31.851 | -48.851 | 46.639 | -681 | 243.852 | 0 | -778 | 272.032 |
| Long-term lease liabilities |
10.681 | -5.572 | 624 | -585 | 2.047 | 303 | -29 | 7.469 |
| Short-term lease liabilities |
6.019 | -654 | 0 | -297 | -2.047 | -123 | -16 | 2.882 |
| Total liabilities from financing activities |
765.225 | -59.239 | 48.166 | -1.889 | 0 | 180 | -1.365 | 751.078 |
| Non cash adjustments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GROUP | Balance 31/12/2018 |
Cash flows |
Effect from IFRS 16 application 1/1/2019 |
Accrued interest |
Foreign exchange differences & IAS 29 effect |
Transfers | Purchases of fixed assets under leases/contract cancellation |
Discontinued operations/ change of consolidation method & other transfers |
Repurchase results |
Balance 31/12/2019 |
| Long-term loans | 735.297 | -13.351 | 0 | 815 | 100 | 4.446 | 0 | -500 | -10.133 | 716.674 |
| Short-term loans | 38.929 | -48.027 | 0 | 47.745 | 149 | -4.446 | 0 | -2.499 | 0 | 31.851 |
| Long-term lease liabilities |
1.797 | -6.681 | 14.768 | 886 | 56 | -4.720 | 5.980 | -1.405 | 0 | 10.681 |
| Short-term lease liabilities |
1.726 | -244 | 264 | 2 | 139 | 4.720 | 2 | -590 | 0 | 6.019 |
| Total liabilities from financing activities |
777.749 | -68.303 | 15.032 | 49.448 | 444 | 0 | 5.982 | -4.994 | -10.133 | 765.225 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| From 1 to 5 years | 468.695 | 716.674 | 308.338 | 278.908 | |
| More than 5 years | 0 | 0 | 0 | 0 | |
| Total | 468.695 | 716.674 | 308.338 | 278.908 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| From 1 to 5 years | 5.647 | 7.872 | 1.114 | 1.365 | |
| More than 5 years | 1.822 | 2.809 | 79 | 215 | |
| Total | 7.469 | 10.681 | 1.193 | 1.580 |
Total debt is classified as below in relation to the issue currency:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Loans in EUR | 465.687 | 709.886 | 308.338 | 278.908 | |
| Loans in USD | 3.008 | 6.203 | 0 | 0 | |
| Loans in BGL | 0 | 585 | 0 | 0 | |
| Total | 468.695 | 716.674 | 308.338 | 278.908 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Leases in EUR | 1.966 | 2.831 | 1.193 | 1.580 |
| Leases in USD | 4.310 | 5.905 | 0 | 0 |
| Leases in BGL | 0 | 674 | 0 | 0 |
| Leases in NZD | 302 | 152 | 0 | 0 |
| Leases in AUD | 328 | 460 | 0 | 0 |
| Leases in ARS | 246 | 32 | 0 | 0 |
| Leases in CLP | 0 | 21 | 0 | 0 |
| Leases in TRY | 317 | 527 | 0 | 0 |
| Leases in BRL | 0 | 79 | 0 | 0 |
| Total | 7.469 | 10.681 | 1.193 | 1.580 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Loans in EUR | 270.619 | 10.925 | 0 | 0 |
| Loans in USD | 1.385 | 19.351 | 0 | 0 |
| Loans in BGL | 0 | 773 | 0 | 0 |
| Loans in BRL | 0 | 7 | 0 | 0 |
| Loans in TRY | 28 | 795 | 0 | 0 |
| Total | 272.032 | 31.851 | 0 | 0 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Leases in EUR | 1.036 | 1.537 | 450 | 785 | |
| Leases in USD | 1.119 | 3.454 | 0 | 0 | |
| Leases in BGL | 0 | 231 | 0 | 0 |
| Leases in NZD | 92 | 89 | 0 | 0 |
|---|---|---|---|---|
| Leases in AUD | 290 | 202 | 0 | 0 |
| Leases in ARS | 148 | 171 | 0 | 0 |
| Leases in CLP | 20 | 33 | 0 | 0 |
| Leases in BRL | 73 | 173 | 0 | 0 |
| Leases in TRY | 104 | 129 | 0 | 0 |
| Total | 2.882 | 6.019 | 450 | 785 |
The Group's contributions to the State insurance funds for the year ended 31 December 2020 that were reported in the year's expenses amount to €10.449 thousand as stated in note 2.4.
The US Subsidiaries have a defined contribution plan ("The Intralot USA 401 (k) Plan") under Section 401 (k) of the Internal Revenue Code, which covers virtually all their full-time employees. The program requires matching contributions up to 6% of employees' salaries, and there is a provision for additional contributions that are at the discretion of the Board of Directors. The Group's subsidiaries in the US incurred expenses related to the above program, which in 2020 amounted to €1.307 thousand (2019: €1.210 thousand) and are included under "Other staff costs" in note 2.4. On retirement, "The Intralot USA 401 (k) Plan" is responsible for paying employees' retirement benefits. Consequently, the Group has no legal or constructive obligation to pay future benefits under this plan.
According to Greek Labor Law, employees are entitled to indemnity on dismissal or retirement, the amount of which varies depending on the years of service, salary level and the way the employee leaves employment (dismissal or retirement). Employees that resign or are dismissed for legally valid reasons are not indemnified. The indemnity payable on retirement is 40% of the amount that would have been payable to the same employee on dismissal on the same day (retirement date). In Greece, based on customary practice these programs are not funded. The Group charges to the income statement the expense attributable to the service provided by employees in the year, with a corresponding increase in the provision for staff retirement indemnities. Any payments made to retiring employees, are set against the related provision.
Independent actuaries calculated the Company's and the Group's liability for retirement indemnities. The movement of the net liability as presented in the financial position, details and the basic assumptions used in the actuarial study as of 31 December 2020 are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Present Value of unfunded liability | 4.519 | 3.807 | 3.823 | 3.358 |
| Unrecognized actuarial losses | 0 | 0 | 0 | 0 |
| Net liability on the financial position | 4.519 | 3.807 | 3.823 | 3.358 |
| Components of the net retirement cost in the year: | ||||
| Current service cost | 340 | 335 | 287 | 280 |
| Finance cost | 52 | 58 | 39 | 47 |
| Effect of cutting / settlement / termination benefits | 567 | 796 | 309 | 644 |
| Intragroup staff transfer | 0 | 0 | -6 | 99 |
| Debit to income statement (Note2.4)- (total operations) |
959 | 1.189 | 629 | 1.070 |
| Additional service cost | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| Total charge to income statement | 959 | 1.189 | 629 | 1.070 |
| Actuarial (gains) / losses recognized in other comprehensive income (before deferred tax) |
359 | -188 | 276 | -149 |
| Deferred tax attributable to actuarial (gains)/losses | -63 | 48 | -66 | 36 |
| Total debit/(credit) / losses in other comprehensive income |
296 | -140 | 210 | -113 |
| Reconciliation of benefit liabilities: | ||||
| Net liability at beginning of year | 3.807 | 5.111 | 3.358 | 3.249 |
| Service cost | 340 | 335 | 287 | 280 |
| Finance cost | 52 | 58 | 39 | 47 |
| Effect of cutting / settlement / termination benefits | 567 | 796 | 309 | 644 |
| Benefits paid | -556 | -2.130 | -440 | -812 |
| Intragroup staff transfer | 0 | 0 | -6 | 99 |
| Disposal of subsidiary | -29 | -125 | 0 | 0 |
| Actuarial (gains) / losses | 359 | -188 | 276 | -149 |
| Exchange differences | -21 | -50 | 0 | 0 |
| Present Value of the liability at end of year | 4.519 | 3.807 | 3.823 | 3.358 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Discount rate | 0,60% | 1,18% | 0,60% | 1,15% |
| Percentage of annual salary increases | 2,01% | 1,92% | 1,75% | 1,75% |
| Increase in Consumer Price Index | 1,63% | 1,68% | 1,50% | 1,50% |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Effect on current service cost | increase 1% | decrease 1% | increase 1% | decrease 1% |
| Discount rate | -117 | 165 | -68 | 90 |
| Percentage of annual salary increases | 137 | -118 | 74 | -61 |
| GROUP | COMPANY | |||
| Effect on present value of liability | increase 1% | decrease 1% | increase 1% | decrease 1% |
| Discount rate | -766 | 976 | -620 | 778 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Effect on current service cost | increase 1% | decrease 1% | increase 1% | decrease 1% |
| Discount rate | -78 | 107 | -65 | 86 |
| Percentage of annual salary increases | 91 | -74 | 75 | -60 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Effect on present value of liability | increase 1% | decrease 1% | increase 1% | decrease 1% |
| Discount rate | -622 | 785 | -551 | 691 |
| Percentage of annual salary increases | 669 | -558 | 585 | -488 |
Analysis of Actuarial (gains) / losses in other comprehensive income (before deferred tax):
| 31/12/2020 | 31/12/2019 | |||
|---|---|---|---|---|
| GROUP | COMPANY | GROUP | COMPANY | |
| Change in economic assumptions | 450 | 357 | 33 | 86 |
| Change in demographic assumptions | 0 | 0 | 0 | 0 |
| Change due to experience and other assumptions change | -91 | -81 | -221 | -235 |
| Actuarial (gains) / losses in other comprehensive income (before deferred tax) |
359 | 276 | -188 | -149 |
The Group had no active option plan during 2020.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Deferred Income | 879 | 1.232 | 51 | 167 | |
| Other liabilities | 570 | 770 | 0 | 0 | |
| Total | 1.449 | 2.002 | 51 | 167 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Creditors | 40.790 | 41.815 | 2.590 | 9.818 |
| Amounts due to related parties (Note 2.31.E) |
7.452 | 7.737 | 27.980 | 27.580 |
| Winnings payable | 2.636 | 2.015 | 0 | 0 |
| Other creditors | 10.624 | 12.832 | 1.281 | 1.875 |
| Deferred Income | 13.701 | 15.079 | 3.221 | 3.914 |
| Accrued expenses for the period | 2.848 | 2.970 | 366 | 154 |
| Taxes | 11.446 | 9.346 | 264 | -529 |
| Dividends payable | 2 | 3 | 0 | 0 |
| Total | 89.499 | 91.797 | 35.702 | 42.812 |
| PAYABLES | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | ||
| Creditors | 40.790 | 41.815 | 2.590 | 9.818 | |
| Payable to related parties (note 2.31.E) |
7.452 | 7.737 | 27.980 | 27.580 | |
| Other payables | 42.706 | 44.247 | 5.183 | 5.581 | |
| Total | 90.948 | 93.799 | 35.753 | 42.979 | |
| MATURITY INFORMATION | |||||
| 0-3 months | 23.501 | 59.085 | 162 | 11.340 | |
| 3-12 months | 65.998 | 32.712 | 35.540 | 31.472 | |
| More than 1 year | 1.449 | 2.002 | 51 | 167 | |
| Total | 90.948 | 93.799 | 35.753 | 42.979 |
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:
| 31/12/2020 | GROUP | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 91.306 | 0 | 0 | 91.306 |
| Provisions for doubtful receivables | -9.526 | 0 | 0 | -9.526 |
| Receivables from related parties | 15.177 | 0 | 0 | 15.177 |
| Provisions for doubtful receivables | -6.542 | 0 | 0 | -6.542 |
| Pledged bank deposits | 5.295 | 0 | 0 | 5.295 |
| Tax receivables | 37.246 | 0 | 0 | 37.246 |
| Prepaid expenses and other receivable | 25.163 | 0 | 0 | 25.163 |
| Provisions for doubtful receivables | -1.305 | 0 | 0 | -1.305 |
| Other quoted financial assets | 47 | 229 | 0 | 276 |
| Other unquoted financial assets | 0 | 0 | 0 | 0 |
| Total | 156.861 | 229 | 0 | 157.090 |
| Long-term | 5.444 | 229 | 0 | 5.673 |
| Short-term | 151.417 | 0 | 0 | 151.417 |
| Total | 156.861 | 229 | 0 | 157.090 |
| 31/12/2019 | GROUP | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 87.109 | 0 | 0 | 87.109 |
| Provisions for doubtful receivables | -12.843 | 0 | 0 | -12.843 |
| Receivables from related parties | 11.147 | 0 | 0 | 11.147 |
| Provisions for doubtful receivables | -6.726 | 0 | 0 | -6.726 |
| Pledged bank deposits | 3.948 | 0 | 0 | 3.948 |
| Tax receivables | 26.248 | 0 | 0 | 26.248 |
| Prepaid expenses and other receivable |
30.760 | 0 | 0 | 30.760 |
| Provisions for doubtful receivables | -3.835 | 0 | 0 | -3.835 |
| Other quoted financial assets | 90 | 342 | 0 | 432 |
| Other unquoted financial assets | 0 | 0 | 0 | 0 |
| Total | 135.898 | 342 | 0 | 136.240 |
| Long-term | 4.145 | 342 | 0 | 4.487 |
| Short-term | 131.753 | 0 | 0 | 131.753 |
| Total | 135.898 | 342 | 0 | 136.240 |
| 31/12/2020 | GROUP | |||
|---|---|---|---|---|
| Financial liabilities | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total |
| Creditors | 40.790 | 0 | 0 | 40.790 |
| Payables to related parties | 7.452 | 0 | 0 | 7.452 |
| Other liabilities | 42.706 | 0 | 0 | 42.706 |
| Borrowing and lease liabilities | 751.078 | 0 | 0 | 751.078 |
| Total | 842.026 | 0 | 0 | 842.026 |
| Long-term | 477.613 | 0 | 0 | 477.613 |
| Short-term Total |
364.413 842.026 |
0 0 |
0 0 |
364.413 842.026 |
| 31/12/2019 | GROUP | ||||
|---|---|---|---|---|---|
| Financial liabilities | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total | |
| Creditors | 41.815 | 0 | 0 | 41.815 | |
| Payables to related parties | 7.737 | 0 | 0 | 7.737 | |
| Other liabilities | 44.247 | 0 | 0 | 44.247 | |
| Borrowing and lease liabilities | 765.225 | 0 | 0 | 765.225 | |
| Total | 859.024 | 0 | 0 | 859.024 | |
| Long-term Short-term |
729.357 129.667 |
0 0 |
0 0 |
729.357 129.667 |
|
| Total | 859.024 | 0 | 0 | 859.024 |
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:
| 31/12/2020 | COMPANY | ||||
|---|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total | |
| Trade receivables | 34.586 | 0 | 0 | 34.586 | |
| Provisions for doubtful receivables | -6.734 | 0 | 0 | -6.734 | |
| Receivables from related parties | 76.118 | 0 | 0 | 76.118 | |
| Provisions for doubtful receivables | -6.450 | 0 | 0 | -6.450 | |
| Pledged bank deposits | 1.774 | 0 | 0 | 1.774 | |
| Tax receivables | 20.120 | 0 | 0 | 20.120 | |
| Prepaid expenses and other receivable |
6.992 | 0 | 0 | 6.992 | |
| Provisions for doubtful receivables | -778 | 0 | 0 | -778 | |
| Other quoted financial assets | 0 | 39 | 39 | ||
| Other unquoted financial assets | 0 | 0 | 0 | 0 | |
| Total | 125.628 | 39 | 0 | 125.667 | |
| Long-term | 112 | 39 | 0 | 151 | |
| Short-term | 125.516 | 0 | 0 | 125.516 | |
| Total | 125.628 | 39 | 0 | 125.667 |
| 31/12/2019 | COMPANY | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 41.360 | 0 | 0 | 41.360 |
| Provisions for doubtful receivables | -6.734 | 0 | 0 | -6.734 |
| Receivables from related parties | 82.826 | 0 | 0 | 82.826 |
| Provisions for doubtful receivables | -34.102 | 0 | 0 | -34.102 |
| Pledged bank deposits | 156 | 0 | 0 | 156 |
| Tax receivables | 10.390 | 0 | 0 | 10.390 |
| Prepaid expenses and other receivable | 8.014 | 0 | 0 | 8.014 |
| Provisions for doubtful receivables | -778 | 0 | 0 | -778 |
| Other quoted financial assets | 0 | 39 | 0 | 39 |
| Other unquoted financial assets | 0 | 0 | 0 | 0 |
| Total | 101.132 | 39 | 0 | 101.171 |
| Long-term | 133 | 39 | 0 | 172 |
| Short-term | 100.999 | 0 | 0 | 100.999 |
| Total | 101.132 | 39 | 0 | 101.171 |
| 31/12/2020 | COMPANY | ||||
|---|---|---|---|---|---|
| Financial liabilities | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total | |
| Creditors | 2.590 | 0 | 0 | 2.590 | |
| Payables to related parties | 27.980 | 0 | 0 | 27.980 | |
| Other liabilities | 5.183 | 0 | 0 | 5.183 | |
| Borrowing and lease liabilities | 309.981 | 0 | 0 | 309.981 | |
| Total | 345.734 | 0 | 0 | 345.734 | |
| Long-term | 309.582 | 0 | 0 | 309.582 | |
| Short-term | 36.152 | 0 | 36.152 | ||
| Total | 345.734 | 0 | 0 | 345.734 |
| 31/12/2019 | COMPANY | ||||
|---|---|---|---|---|---|
| Financial liabilities | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total | |
| Creditors | 9.818 | 0 | 0 | 9.818 | |
| Payables to related parties | 27.580 | 0 | 0 | 27.580 | |
| Other liabilities | 5.581 | 0 | 0 | 5.581 | |
| Borrowing and lease liabilities | 281.273 | 0 | 0 | 281.273 | |
| Total | 324.252 | 0 | 0 | 324.252 | |
| Long-term | 280.655 | 0 | 0 | 280.655 | |
| Short-term | 43.597 | 0 | 0 | 43.597 | |
| Total | 324.252 | 0 | 0 | 324.252 |
Below is a comparison by category of carrying amounts and fair values of financial assets and liabilities of the Group and the Company as of December 31, 2020 and December 31, 2019:
| GROUP | Carrying Amount | Fair Value | ||
|---|---|---|---|---|
| Financial Assets | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Other long-term financial assets - classified as "equity instruments at fair value through other comprehensive income " |
229 | 342 | 229 | 342 |
| Other long-term financial assets - classified as "debt instruments at fair value at amortized cost" |
33 | 72 | 33 | 72 |
| Other long-term receivables | 5.411 | 4.073 | 5.411 | 4.073 |
| Trade and other short-term receivables |
151.403 | 131.735 | 151.403 | 131.735 |
| Other short-term financial assets classified as "debt instruments at amortized cost" |
14 | 18 | 14 | 18 |
| Cash and cash equivalents | 99.984 | 171.114 | 99.984 | 171.114 |
| Total | 257.074 | 307.354 | 257.074 | 307.354 |
| Financial Liabilities | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| Long-term loans | 468.695 | 716.674 | 180.745 | 364.670 |
| Other long-term liabilities | 1.449 | 2.002 | 1.449 | 2.002 |
| Long-term lease liabilities | 7.469 | 10.681 | 7.469 | 10.681 |
| Trade and other short-term payables | 89.499 | 91.797 | 89.499 | 91.797 |
| Short-term loans and lease liabilities | 274.914 | 37.870 | 126.599 | 32.599 |
| Total | 842.026 | 859.024 | 405.761 | 501.749 |
| COMPANY | Carrying Amount | Fair Value | |||
|---|---|---|---|---|---|
| Financial Assets | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Other long-term financial assets - classified as "equity instruments at fair value through other comprehensive income " |
39 | 39 | 39 | 39 | |
| Other long-term receivables | 112 | 133 | 112 | 133 | |
| Trade and other short-term receivables |
125.516 | 100.999 | 125.516 | 100.999 | |
| Cash and cash equivalents | 7.959 | 16.172 | 7.959 | 16.172 | |
| Total | 133.626 | 117.343 | 133.626 | 117.343 | |
| Financial Liabilities | 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Long-term loans | 308.338 | 278.908 | 308.338 | 278.908 | |
| Other long-term liabilities | 51 | 167 | 51 | 167 | |
| Long-term lease liabilities | 1.193 | 1.580 | 1.193 | 1.580 | |
| Trade and other short-term payables | 35.702 | 42.812 | 35.702 | 42.812 | |
| Short-term loans and lease liabilities | 450 | 785 | 450 | 785 | |
| Total | 345.734 | 324.252 | 345.734 | 324.252 |
The management estimated that the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates their fair value, primarily because of their short-term maturities.
The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows: Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group and the Company held on 31/12/2020 the following assets and liabilities measured at fair value:
| GROUP | Fair Value | Fair value hierarchy | ||
|---|---|---|---|---|
| 31/12/2020 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | ||||
| Other financial assets classified as | ||||
| "equity instruments at fair value through other comprehensive income" |
229 | 229 | 0 | 0 |
| - Quoted securities | 229 | 229 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Other financial assets classified as "debt instruments at amortized cost" |
47 | 0 | 0 | 47 |
| - Quoted securities | 47 | 0 | 0 | 47 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Fair Value | Fair value hierarchy | |||
| COMPANY | 31/12/2020 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as | ||||
| "equity instruments at fair value through other comprehensive income" |
39 | 39 | 0 | 0 |
| - Quoted securities | 39 | 39 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
During 2020 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers to and from Level 3.
The Group and the Company held on 31/12/2019 the following assets and liabilities measured at fair value:
| Fair Value | Fair value hierarchy | ||||
|---|---|---|---|---|---|
| GROUP | 31/12/2019 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | |||||
| Other financial assets classified as | |||||
| "equity instruments at fair value through | 342 | 342 | 0 | 0 | |
| other comprehensive income" | |||||
| - Quoted securities | 342 | 342 | 0 | 0 | |
| - Unquoted securities | 0 | 0 | 0 | 0 | |
| Other financial assets classified as "debt | |||||
| instruments at amortized cost" | 90 | 0 | 0 | 90 | |
| - Quoted securities | 90 | 0 | 0 | 90 | |
| - Unquoted securities | 0 | 0 | 0 | 0 | |
| Derivative financial instruments | 0 | 0 | 0 | 0 | |
| Financial liabilities measured at fair value | |||||
| Derivative financial instruments | 0 0 |
0 0 |
0 0 |
0 0 |
| Fair Value | Fair value hierarchy | |||||
|---|---|---|---|---|---|---|
| COMPANY | 31/12/2019 | Level 1 | Level 2 | Level 3 | ||
| Financial assets measured at fair value | ||||||
| Other financial assets classified as | ||||||
| "equity instruments at fair value through | 39 | 39 | 0 | 0 | ||
| other comprehensive income" | ||||||
| - Quoted securities | 39 | 39 | 0 | 0 | ||
| - Unquoted securities | 0 | 0 | 0 | 0 | ||
| Derivative financial instruments | 0 | 0 | 0 | 0 | ||
| Financial liabilities measured at fair value | ||||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
During 2019 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no
transfers to and from Level 3.
Reconciliation for recurring fair value measurements classified in the 3rd level of the fair value hierarchy:
| Unquoted shares | GROUP | COMPANY |
|---|---|---|
| Balance 1/1/2019 | 15.909 | 1.183 |
| Sales | -14.887 | -168 |
| Fair value adjustment | 1.313 | 1.313 |
| Return of capital | -2.328 | -2.328 |
| Exchange differences | -7 | 0 |
| Balance 31/12/2019 | 0 | 0 |
| Fair value adjustment | 0 | 0 |
| Balance 31/12/2020 | 0 | 0 |
| Quoted securities | GROUP | COMPANY |
|---|---|---|
| Balance 1/1/2019 | 472 | 0 |
| Fair value adjustment | 22 | 0 |
| Sales | -472 | 0 |
| Purchases | 90 | 0 |
| Foreign exchange differences | -22 | 0 |
| Balance 31/12/2019 | 90 | 0 |
| Fair value adjustment | 17 | 0 |
| Receipts | -30 | 0 |
| Exchange differences | -30 | 0 |
| Balance 31/12/2020 | 47 | 0 |
The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than in a forced or liquidation sale.
The following methods and assumptions are used to estimate the fair values:
range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
The fair value of unquoted shares (classified as "equity instruments at fair value through other comprehensive income") except that it is sensitive to a reasonably possible change in the forecast cash flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The valuation requires management to use unobservable inputs in the model, of which the most significant are disclosed in the tables below. The management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
On 31/12/2020 and 31/12/2019 the Group did not hold any unquoted shares (classified as "Equity instruments valued at fair value through other comprehensive income").
The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
| I. Full consolidation | Domicile | Nature of business | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|---|
| INTRALOT S.A. | Maroussi, Greece | Holding company / Technology and support services |
Parent | Parent | - | |
| 3. | BETTING COMPANY S.A. | Maroussi, Greece | Technology and support services | 95% | 5% | 100% |
| 16. | BETTING CYPRUS LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| INTRALOT IBERIA HOLDINGS S.A. | Madrid, Spain | Holding company | 100% | 100% | ||
| 10. | INTRALOT JAMAICA LTD | Kingston, Jamaica | Technology and support services | 100% | 100% | |
| 10. | INTRALOT TURKEY A.S. | Istanbul, Turkey | Technology and support services | 50% | 49,99% | 99,99% |
| 10. | INTRALOT DE MEXICO LTD | Mexico City, Mexico | Technology and support services | 99,80% | 99,80% | |
| 10. | INTRALOT CHILE SPA | Santiago, Chile | Technology and support services | 100% | 100% | |
| 10. | INTELTEK INTERNET AS | Istanbul, Turkey | Management contracts | 20% | 80% | 100% |
| INTRALOT SERVICES S.A. | Paiania, Greece | Technology and support services | 100% | 100% | ||
| BILYONER INTERAKTIF HIZMELTER AS GROUP | Istanbul, Turkey | Management contracts | 50,01% | 50,01% | ||
| INTRALOT MAROC S.A. | Casablanca, Morocco | Management contracts | 99,83% | 99,83% | ||
| INTRALOT INTERACTIVE S.A. | Maroussi, Greece | Technology and support services | 100% | 100% | ||
| INTRALOT GLOBAL SECURITIES B.V. | Amsterdam, Netherlands | Holding company | 100% | 100% | ||
| 1. | INTRALOT CAPITAL LUXEMBOURG S.A. | Luxembourg, Luxembourg | Financial services | 100% | 100% | |
| 1,2,3,4. | INTRALOT GLOBAL HOLDINGS B.V. | Amsterdam, Netherlands | Holding company | 0,0186% | 99,9814% | 100% |
| 5. | INTRALOT INC | Atlanta, USA | Technology and support services | 100% | 100% | |
| 12. | DC09 LLC | Wilmington, USA | Technology and support services | 49% | 49% | |
| 12. | INTRALOT TECH SINGLE MEMBER S.A. | Maroussi, Greece |
Technology and support services | 100% | 100% | |
| 5. | INTRALOT AUSTRALIA PTY LTD | Melbourne, Australia | Technology and support services | 100% | 100% | |
| 9. | INTRALOT GAMING SERVICES PTY | Melbourne, Australia | Technology and support services | 100% | 100% | |
| 5. | ILOT CAPITAL UK LTD | Hertfordshire, United Kingdom | Financial services | 0,02% | 99,98% | 100% |
| 5. | ILOT INVESTMENT UK LTD | Hertfordshire, United Kingdom | Financial services | 0,02% | 99,98% | 100% |
| 5. | INTRALOT NEDERLAND B.V. | Amsterdam, Netherlands | Technology and support services | 100% | 100% | |
| 17. | INTRALOT BENELUX B.V. | Amsterdam, Netherlands | Technology and support services | 100% | 100% | |
| 5. | LOTROM S.A. | Bucharest, Romania | Management contracts | 84% | 84% | |
| 5. | INTRALOT BEIJING Co LTD | Beijing, China | Technology and support services | 100% | 100% | |
| 5. | TECNO ACCION S.A. | Buenos Aires, Argentina | Technology and support services | 50,01% | 50,01% | |
| 5. | TECNO ACCION SALTA S.A. | Buenos Aires, Argentina | Licensed operations | 50,01% | 50,01% | |
| 5. | MALTCO LOTTERIES LTD | Valetta, Malta | Licensed operations | 73% | 73% | |
| 5. | INTRALOT NEW ZEALAND LTD | Wellington, New Zealand | Technology and support services | 100% | 100% |
| I. Full consolidation | Domicile | Nature of business | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|---|
| 5. | INTRALOT DO BRAZIL LTDA | Sao Paulo, Brazil | Licensed operations | 80% | 80% | |
| 14. | OLTP LTDA | Rio de Janeiro, Brazil | Licensed operations | 80% | 80% | |
| 5. | INTRALOT GERMANY GMBH | Munich, Germany | Technology and support services | 100% | 100% | |
| 5. | INTRALOT FINANCE UK LTD | London, United Kingdom | Financial services | 100% | 100% | |
| 5,3. | INTRALOT ASIA PACIFIC LTD | Hong Kong, China | Technology and support services | 31,87% | 68,13% | 100% |
| 5. | BETA RIAL Sp. Zoo | Warsaw, Poland | Holding company | 100% | 100% | |
| 5. | POLLOT Sp. Zoo | Warsaw, Poland | Holding company | 100% | 100% | |
| 5. | NIKANTRO HOLDINGS Co LTD | Nicosia, Cyprus | Holding company | 100% | 100% | |
| 7. | LOTERIA MOLDOVEI S.A. | Chisinau, Moldova | Licensed operations | 47,90% | 32,85% | 80,75% |
| 5. | INTRALOT BETTING OPERATIONS (CYPRUS) LTD | Nicosia, Cyprus | Holding company | 54,95% | 54,95% | |
| 5,6. | ROYAL HIGHGATE LTD | Nicosia, Cyprus | Licensed operations | 35,08% | 35,08% | |
| 5. | INTRALOT LEASING NEDERLAND B.V. | Amsterdam, Netherland | Financial services | 100% | 100% | |
| 5. | INTRALOT IRELAND LTD | Dublin, Ireland | Technology and support services | 100% | 100% | |
| 5. | BILOT INVESTMENT LTD | Sofia, Bulgaria | Holding company | 100% | 100% | |
| 11. | EUROBET LTD ¹ | Sofia, Bulgaria | Licensed operations | 49% | ||
| 13. | EUROBET TRADING LTD ¹ | Sofia, Bulgaria | Trading company | 49% | ||
| 13. | ICS S.A. ¹ | Sofia, Bulgaria | Licensed operations | 49% 49% |
49% | |
| 5. | INTRALOT GLOBAL OPERATIONS B.V. | Amsterdam, Netherland | Technology and support services | 100% | 100% | |
| 5. | GARDAN LTD | Majuro, Marshall Islands | Technology and support services | 100% | ||
| 5,2. | GAMEWAY LTD | Valletta, Malta | Technology and support services | 100% | ||
| 5. | INTRALOT ITALIAN INVESTMENTS B.V. | Amsterdam, Netherlands | Holding company | 100% | ||
| 5. | BIT8 LTD | Valletta, Malta | Technology and support services | 100% | ||
| 5. | INTRALOT ADRIATIC DOO | Zagreb, Croatia | Technology and support services | 100% 100% |
100% | |
| 5. | INTRALOT BETCO EOOD | Sofia, Bulgaria | Technology and support services | 100% | 100% | |
| 5. | INTRALOT CYPRUS GLOBAL ASSETS LTD | Nicosia, Cyprus | Holding company | 100% | 100% | |
| 8. | INTRALOT OOO | Moscow, Russia | Management contracts | 100% | 100% | |
| ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | Nicosia, Cyprus | Holding company | 100% | 100% | ||
| 2. | INTRALOT INTERNATIONAL LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| 3. | INTRALOT OPERATIONS LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| 2,4. | NETMAN SRL | Bucharest, Romania | Management contracts | 100% | 100% | |
| 2. | BILOT EOOD | Sofia, Bulgaria | Holding company | 100% | 100% | |
| 2. 2,4. |
INTRALOT BUSINESS DEVELOPMENT LTD GAMING SOLUTIONS INTERNATIONAL SAC |
Nicosia, Cyprus Lima, Peru |
Technology and support services Licensed operations |
100% 100% |
100% 100% |
|
| 3. | ENTERGAMING LTD | Alderney, Guernsey | Licensed operations | 100% | 100% | |
| 2. | INTRALOT BETTING OPERATIONS RUSSIA LTD | Nicosia, Cyprus | Holding company | 100% | 100% |
| II. Equity method | % Indirect | % Total | ||||
|---|---|---|---|---|---|---|
| Domicile | Nature of business | Part'n | Part'n | Part'n | ||
| LOTRICH INFORMATION Co LTD | Taipei, Taiwan | Technology and support services | 40% | 40% | ||
| INTRALOT SOUTH AFRICA LTD | Johannesburg, S. Africa | Technology and support services | 45% | 45% | ||
| 2,3. | GOREWARD LTD | Taipei, Taiwan | Holding company | 38,84% | 38,84% | |
| 19. | GOREWARD INVESTMENTS LTD | Taipei, Taiwan | Holding company | 38,84% | 38,84% | |
| 19. | PRECIOUS SUCCESS LTD GROUP | Hong Kong, China | Licensed operations | 19,03% | 19,03% | |
| 19. | GAIN ADVANCE GROUP LTD | Hong Kong, China | Holding company | 38,84% | 38,84% | |
| 19. | OASIS RICH INTERNATIONAL LTD | Taipei, Taiwan | Technology and support services | 38,84% | 38,84% | |
| 20. | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
Shanghai, China | Technology and support services | 38,84% | 38,84% | |
| 2. | UNICLIC LTD | Nicosia, Cyprus | Holding company | 50% | 50% | |
| 18. | DOWA LTD | Nicosia, Cyprus | Holding company | 30% | 30% | |
| 5. | KARENIA ENTERPRISES COMPANY LTD | Nicosia, Cyprus | Holding company | 50% | 50% | |
| INTRALOT DE PERU SAC | Lima, Peru | Licensed operations | 20% | 20% | ||
| 15. | EUROFOOTBALL LTD | Sofia, Bulgaria | Licensed operations | 49% | 49% | |
| 11. | EUROBET LTD ¹ | Sofia, Bulgaria | Licensed operations | 49% | 49% | |
| 13. | EUROBET TRADING LTD ¹ | Sofia, Bulgaria | Trading company | 49% | 49% | |
| 13. | ICS S.A. ¹ | Sofia, Bulgaria | Licensed operations | 49% | 49% | |
| 1: Intralot Global Securities B.V. | 7: Nikantro Holdings Co LTD | 13: Eurobet Ltd | 19: Goreward LTD |
|---|---|---|---|
| 2: Intralot Holdings International LTD | 8: Intralot Cyprus Global Assets LTD | 14: Intralot Do Brazil LTDA | 20: Oasis Rich International LTD |
| 3: Intralot International LTD | 9: Intralot Australia PTY LTD | 15: Bilot EOOD | |
| 4: Intralot Operations LTD | 10: Intralot Iberia Holdings S.A. | 16: Betting Company S.A. | |
| 5: Intralot Global Holdings B.V. | 11: Bilot Investment Ltd | 17: Intralot Nederland B.V. | |
| 6: Intralot Betting Operations (Cyprus) LTD | 12: Intralot Inc |
18: Uniclic LTD |
¹ The companies Eurobet Ltd, Eurobet Trading Ltd and ICS SA are consolidated under the full consolidation method during the period 1/1-31/3/2020, and from 1/4/2020 under the equity method due to the loss of control according to IFRS 10 (note 2.31.A.V.).
The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT website (www.intralot.com) pursuant to article 1 of the Board of Directors' decision 8/754/14.04.2016 of the Hellenic Capital Market Commission. The entities Loteria Moldovei S.A., Intralot De Mexico Ltd, Intralot Services S.A., Uniclic Ltd, Dowa Ltd, Ilot Investment UK Ltd, Intralot Turkey A.S., Intralot Beijing Co Ltd. and Intralot Betting Operations Russia Ltd are under liquidation process.
On 31/12/2020, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets and settle the liabilities of the Group.
The following United Kingdom subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the statutory audit of individual company accounts by virtue of Section 479A of that Act:
Intralot Finance UK Ltd (company number 6451119) Ilot Capital UK Ltd (company number 9614324)- liquidated on March 2021 Ilot Investments UK Ltd (company number 9614271) - in liquidation process However, Intralot Finance UK Ltd has been audited in 2018 for IFRS Group reporting purposes.
The Group did not proceed to any acquisition of new entities for 2020.
In May 2020, the Group established Intralot Betco EOOD, domiciled in Bulgaria and operating in the field of Software Development and Provision of Information Systems and Services, being a 100% subsidiary of Intralot Global Holdings B.V..
In February 2021, the Group established Intralot US Securities B.V. (holding company), being a 100% subsidiary of Intralot Global Holdings B.V., as well as Intralot US Holdings B.V. (holding company), being a 100% subsidiary of Intralot US Securities B.V.. Also, in March 2021, the Group established Intralot Capital UK Ltd (finance company), being a 100% subsidiary of Intralot Global Holdings B.V..
In January 2020, the Group announced that via its fully owned subsidiary Intralot Iberia Holdings SAU signed a binding term-sheet to acquire from Turktell Bilişim Servisleri A.Ş., Global Bilgi Paz. Dan. ve Çağrı Servisi Hizm. A.Ş and Turkcell Satış ve Dijiftal İş Servisleri A.Ş. their total shareholding of 55% in İnteltek İnternet Teknoloji Yatırım ve Danışmanlık Ticaret A.Ş. ("Inteltek") including all rights and liabilities to Intralot Iberia Holdings SAU. The respective transaction was completed on 30/9/2020 when the final share sale and purchase agreement ("SPA") was signed and necessary legal approvals were obtained, leading the total participation of the Group to Inteltek to 100%. The final value of the transaction was determined based on IFRS net book value of Inteltek, amounted to TRY 6.063.099 (€666 thousand). The above consideration was paid on 30/9/2020. Also, the above SPA provides for the payment of future contingent consideration by Intralot Iberia Holdings SAU amounting to TRY 2.232.592 in case of Inteltek receivables receipts, as well as an amount of TRY 314.314 in case of withholding tax returns to Inteltek. Fair value of the above contingent consideration was estimated on 30/9/2020 and 31/12/2020 at €280 thousand and €279 thousand, respectively. Below are the effects on equity attributable to the equity holders of the Company due to the change of ownership rights of Inteltek that do not result in change of control:
| Amounts in thousands of € | ||||
|---|---|---|---|---|
| -- | --------------------------- | -- | -- | -- |
| Carrying amount of addition stake in Inteltek | -8.409 |
|---|---|
| Difference recognized in retained earnings attributable to the equity holders of the Company | -9.355 |
Since the end of March 2020 the conditions under which Eurobet Ltd group was fully consolidated, according to IFRS 10, in the financial statements of INTRALOT Group have ceased, and the company since then is consolidated under the equity method.
The remaining investment of the Group (49%) in Eurobet Ltd group was estimated as of zero value, taking into account the events as described in note 2.31.A.X. Net losses from Eurobet Ltd group net assets derecognition, as well as the reclassification of non-controlling interests according to IFRS 10 par. 25, came up to €563 thousand and are presented in Income Statement of the Group (row "Profit/(loss) after tax from discontinued operations"), since in December 2020 the Group sold the investment in subsidiary company Bilot Investment Ltd, parent company of the Group Eurobet Ltd (note 2.31.A.VIII).
Since 5/12/2019 the conditions under which Eurofootball Ltd was fully consolidated, according to IFRS 10, in the financial statements of INTRALOT Group have ceased, and the company since then is consolidated under the equity method.
The value of remaining investment of the Group (49%) in Eurofootball Ltd was estimated to €3.011 thousand (equal to 49% of the carrying amount of the net assets of Eurofootball Ltd at the loss of control date, amounting in total €6.145 thousand), taking into account the subsequent events as described in note 2.31.A.X. Net gain from Eurofootball Ltd net assets derecognition, recognition of remaining investment, as well as the reclassification of non-controlling interests according to IFRS 10 par. 25, came up to €392 thousand and are presented in Income Statement of the Group (row "Profit/(loss) after tax from discontinued operations") as well as in December 2020 the Group sold the investment to the subsidiary company Bilot EOOD, parent company of the Eurofootball Ltd (note 2.31.A.VIII). On 25/3/2020 the State Gambling Commission of Bulgaria issued two decisions regarding the temporary suspension of gaming licenses of Eurofootball Ltd for a period of three months. Due to the above subsequent to 31/12/2019 licenses suspension, as well as the retrospective claim of State Fees as disclosed in note 2.31.A.X, the Group recognized on 31/12/2019 an impairment provision of the investment in associate Eurofootball Ltd amounting to €1.967 thousand (row "Profit/(loss) after tax from discontinued operations"), leading its recoverable value as of 31/12/2019 to €965 thousand.
During 2020 the Group completed a share capital increase through payment in cash in Netman SRL amounting €166 thousand.
The Group completed the liquidation and strike-off of its subsidiaries White Eagle Investments Ltd (January 2020), Intralot OOO (September 2020), Intralot Asia Pacific Ltd (October 2020), Intralot Italian Investments B.V. (October 2020), Entergaming Ltd (November 2020), Gameway Ltd (January 2021), Beta Rial Sp.Zoo (January 2021), Pollot Sp.Zoo (February 2021), Ilot Capital UK Ltd (March 2021) and the associate company Gain Advance Group LTD (July 2020).
In September 2020, the Group disposed 100% of subsidiary Gardan Ltd, whose carrying amount on disposal date was nil.
On March 26, 2019 INTRALOT Group announced that it has reached an agreement with Merkur Sportwetten GmbH, a subsidiary of the Gauselmann Group based in Espelkamp, Germany to take over the renowned sports betting company Totolotek S.A. – an INTRALOT subsidiary in Poland. The aforementioned subsidiary is presented in the geographic operating segment "European Union" (note 2.2). Since, 31/3/2019 the Group's above activities in Poland were classified as assets held for sale and discontinued operations pursuant to IFRS 5. The transfer of Totolotek S.A. shares was completed at the end of April 2019 and the Group consolidated it by 30/4/2019.
Below are presented the results of discontinued operations of the Group in Poland (Totolotek S.A.) for the period 1/1-30/4/2019 (in 2019 it was consolidated with the full consolidation method until 30/4/2019):
| 1/1-30/4/2019 | |
|---|---|
| Sale proceeds | 28.586 |
| Expenses | -30.589 |
| Other operating income | 78 |
| Other operating expenses | -22 |
| Profit / (loss) before taxes, financing and investing results (EBIT) |
-1.947 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-1.845 |
| Income / (expense) from participations and investments | 0 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets |
-7 |
| Interest and similar expenses | -83 |
| Interest and similar income | 1 |
| Exchange Differences | -30 |
| Profit/(loss) before tax | -2.066 |
| Income tax | 0 |
| -2.066 | |
| Gain/(loss) from disposal of discontinued operations | 7.349 |
| Relevant taxes | 0 |
| Gain/(loss) after taxes from discontinued operations |
5.283 |
| Attributable to: | |
| Equity holders of the parent Company | 5.283 |
| Non-controlling interest | 0 |
The final consideration for the disposal of Totolotek S.A. amounted to approximately €8,0 million, including the contingent consideration, in case of meeting certain terms and requirements within 2 years, amounting to approximately €1,8 million on a discounted basis (€2,0 million in future value). From the above consideration amount approximately €5,5 million was paid in the first six-months of 2019 and amount approximately €0,8 million in July 2019. The net assets held for sale (including noncontrolling interests and foreign exchange reserves) of Totolotek S.A. amounted on 30/4/2019 to €1,2 million, forming the gross gain from disposal of discontinued operations to €7,4 million. By subtracting foreign exchange differences that have been reclassified from the foreign exchange reserve in the Group's income statement, net gain from disposal of discontinued operations amounted to €6,8 million, which are presented in the Group's Income Statement (line "Profit / (loss) after tax from discontinued operations"). On 30/6/2020 the Group recognized a loss of €996 thousand from the non-collection of contingent consideration of Totolotek S.A. disposal, since the relevant terms and requirements were not met. The above loss is presented in the Income Statement of the Group (line "Profit / (loss) after taxes from discontinued operations").
The net cash inflow of the Group in 2019 from the disposal of discontinued operations in Poland amounted to €5,1 million, consisting of the consideration and the derecognition of Totolotek S.A. cash balances.
Below are presented the net cash flows of the discontinued operations in Totolotek S.A. on a consolidated level:
| 1/1-30/4/2019 | |
|---|---|
| Operating activities | -1.242 |
| Investing activities | -1.626 |
| Financing activities | 1.335 |
| Effect from exchange differences | 4 |
| Net increase / (decrease) in cash and cash equivalents for the period |
-1.529 |
In October and in November 2019 INTRALOT announced that its subsidiary Intralot Italian Investments B.V. signed a share purchase agreement with the Italian company "Gamma Bidco S.r.L." (a company formed on behalf of funds managed by Apollo Management IX, L.P.) for the sale of its stake in Gamenet Group S.p.A. (6.000.000 shares or 20% of its share capital), for the amount of €78 million. The aforementioned associate is presented under the geographical operating area "European Union" (note 2.2). As of 22/10/2019 the activities of the Group in Italy have been classified as discontinued operations. The transaction was completed in mid-December 2019 following the necessary approvals by the relevant competition and regulatory authorities among with the payment of the above price.
Below are presented the results of the Group's discontinued operations in Italy for the period 1/1- 22/10/2019 (in 2019 were consolidated under the equity method until 22/10/2019):
| 1/1- | |
|---|---|
| 22/10/2019 | |
| Expenses | -1.560 |
| Profit / (loss) before taxes, financing and investing results (EBIT) | -1.560 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-1.560 |
| Gains / (losses) from consolidations under the equity method | 4.287 |
| Profit / (loss) before taxes | 2.727 |
| Income Tax | 0 |
| 2.727 | |
| Gain/(loss) from disposal of discontinued operations | -328 |
| Relevant taxes | 0 |
| Gain/(loss) after taxes from discontinued operations | 2.399 |
|---|---|
| Attributable to: | |
| Equity holders of the parent Company | 2.399 |
| Non-controlling interest | 0 |
Below are presented the results of the Group's discontinued operations in Italy for the period 1/10-
22/10/2019 (in 2019 were consolidated under the equity method until 22/10/2019):
| 1/10- | |
|---|---|
| 22/10/2019 | |
| Expenses | -1.560 |
| Profit / (loss) before taxes, financing and investing results (EBIT) |
-1.560 |
| Profit / (loss) before taxes, financing, investing results and | -1.560 |
| depreciation (EBITDA) | |
| Income / (expenses) from investments and securities | 0 |
| Gains / (losses) from consolidations under the equity method | -291 |
| Profit / (loss) before taxes | -1.851 |
| Income Tax | 0 |
| -1.851 | |
| Gain/(loss) from disposal of discontinued operations | -328 |
| Relevant taxes | 0 |
| Gain/(loss) after taxes from discontinued operations | -2.179 |
| Attributable to: | |
| Equity holders of the parent Company | -2.179 |
| Non-controlling interest | 0 |
The final consideration for the Gamenet Group S.p.A. disposal amounted to €78,0 million and it was paid in December 2019. Net assets held for sale of Gamenet Group S.p.A. amounted to €78,3 million on 22/10/2019 forming a net, after the relevant selling costs, loss from disposal of discontinued operations to €1,9 million, which is presented in the Income Statement of the Group ('Profit / (loss) after tax from discontinued operations').
The net cash inflow of the Group in 2019 from the disposal of discontinued operations in Italy amounted to €79,9 million, consisting of the consideration, net of the relevant selling costs, as well as a refund of a guarantee for Group tax losses of previous years of €3,5 million paid to Gamenet Group SpA in the context of the relevant merger agreement announced on 25/6/2016.
Below are presented the net cash flows of the discontinued operations of the associate Gamenet Group S.p.A. on a consolidated level:
| 1/1-22/10/2019 | |
|---|---|
| Operating activities | 0 |
| Investing activities | 83.805 |
| Financing activities | 0 |
| Effect from exchange differences | 0 |
| Net increase / (decrease) in cash and cash equivalents for the period |
83.805 |
On February 2021 INTRALOT announced that it has reached a binding agreement with Nexus Group in Peru to sell its entire stake of 20% in Intralot de Peru SA, an associate of INTRALOT Group,
which is consolidated through the Equity method, for a cash consideration of \$21million (twentyone million USD). In addition, the Company has signed a three-year extension of its current contract with Intralot de Peru SA through 2024, to continue to provide its gaming technology and support services. The above associate company is presented under the geographical segment "America" (note 2.2). From 31/12/2020 the above activities of the Group in Peru were classified as discontinued operations pursuant to IFRS 5 par.8. Meanwhile, the Group's investment to Intralot de Peru SAC was classified as at 31/12/2020 to "Assets held for sale".
The above transaction was completed within February 2021 and the net price after taxes and transaction costs amounted to \$16,2 million.
Below are presented the results of the Group's discontinued operations in Peru (Intralot de Peru SAC) for the periods 1/1-31/12/2019 and 1/1-31/12/2020:
| 1/1-31/12/2020 | 1/1-31/12/2019 | |
|---|---|---|
| Gains / (losses) from consolidations under the equity method | 842 | 2.111 |
| Profit / (loss) before taxes | 842 | 2.111 |
| Income Tax | 0 | 0 |
| 842 | 2.111 | |
| Gain/(loss) from disposal of discontinued operations | 0 | 0 |
| Relevant taxes | 0 | 0 |
| Gain/(loss) after taxes from discontinued operations | 842 | 2.111 |
| Attributable to: | ||
| Equity holders of the parent Company | 842 | 2.111 |
| Non-controlling interest | 0 | 0 |
Below are presented the results of the Group's discontinued operations in Peru (Intralot de Peru SAC) for the periods 1/10-31/12/2019 and 1/10-31/12/2020:
| 1/10-31/12/2020 | 1/10-31/12/2019 | |
|---|---|---|
| Gains / (losses) from consolidations under the equity method | 602 | 280 |
| Profit / (loss) before taxes | 602 | 280 |
| Income Tax | 0 | 0 |
| 602 | 280 | |
| Gain/(loss) from disposal of discontinued operations | 0 | 0 |
| Relevant taxes | 0 | 0 |
| Gain/(loss) after taxes from discontinued operations | 602 | 280 |
| Attributable to: | ||
| Equity holders of the parent Company | 602 | 280 |
| Non-controlling interest | 0 | 0 |
On 17/12/2020 the Group disposed 100% of subsidiaries Bilot EOOD and Bilot Investment Ltd, that held by 49% the associates Eurofootball Ltd and Eurobet Ltd group, respectively. The above subsidiaries and associates associate are presented under the geographical operating area "European Union" (note 2.2). As of 17/12/2020 the above activities of the Group in Bulgaria have been classified as discontinued operations. These transactions were completed within December 2020 following the necessary approvals by the relevant local authorities.
Below are presented the results of the Group's discontinued operations in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd and ICS S.A.) for the periods 1/1-31/12/2019 and 1/1-17/12/2020 (subsidiaries Bilot EOOD and Bilot Investment Ltd in 2020 were consolidated through full consolidation method until 17/12/2020, the entity Eurofootball Ltd until 5/12/2019 through full method and for the period 6/12-31/12/2019 through equity method, and the entities Eurobet Ltd, Eurobet Trading Ltd and ICS S.A. until end March 2020 through full method):
| 1/1-17/12/2020 | 1/1-31/12/2019 | |
|---|---|---|
| Sale proceeds | 8.656 | 283.303 |
| Expenses | -9.125 | -261.577 |
| Other operating income | 0 | 363 |
| Other operating expenses | 0 | -435 |
| Profit / (loss) before taxes, financing and investing results (EBIT) |
-469 | 21.654 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-274 | 23.176 |
| Income / (expense) from participations and investments | 0 | -1.577 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets |
48 | -18.491 |
| Interest and similar expenses | -29 | -181 |
| Interest and similar income | 0 | 46 |
| Exchange Differences | 1 | 74 |
| Gains / (losses) from consolidations under the equity method |
0 | 940 |
| Profit/(loss) before tax | -449 | 2.465 |
| Income tax | -171 | 17 |
| -620 | 2.482 | |
| Gain/(loss) from disposal of discontinued operations | -1.069 | 0 |
| Relevant taxes | 0 | 0 |
| Gain/(loss) after taxes from discontinued operations |
-1.689 | 2.482 |
| Attributable to: | ||
| Equity holders of the parent Company | -1.993 | -8.588 |
| Non-controlling interest | 304 | 11.070 |
Below are presented the results of the Group's discontinued operations in Bulgaria (Bilot EOOD, Eurofootball Ltd, Bilot Investment Ltd, Eurobet Ltd, Eurobet Trading Ltd and ICS S.A.) for the periods 1/10-31/12/2019 and 1/10-17/12/2020 (subsidiaries Bilot EOOD and Bilot Investment Ltd in 2020 were consolidated through full consolidation method until 17/12/2020, the entity Eurofootball Ltd until 5/12/2019 through full method and for the period 6/12-31/12/2019 through equity method, and the entities Eurobet Ltd, Eurobet Trading Ltd and ICS S.A. until end March 2020 through full method):
| 1/10-17/12/2020 | 1/10-31/12/2019 | |
|---|---|---|
| Sale proceeds | 0 | 61.533 |
| Expenses | -35 | -57.761 |
| Other operating income | 0 | 67 |
| Other operating expenses | 0 | 13 |
| Profit / (loss) before taxes, financing and investing results (EBIT) |
-35 | 3.852 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-30 | 4.281 |
| Income / (expense) from participations and investments | 0 | -1.576 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets |
0 | -18.493 |
| Interest and similar expenses | 0 | -45 |
| Interest and similar income | 0 | 12 |
| Exchange Differences | 0 | -68 |
|---|---|---|
| Gains / (losses) from consolidations under the equity method |
0 | 940 |
| Profit/(loss) before tax | -35 | -15.378 |
| Income tax | 0 | -5 |
| -35 | -15.383 | |
| Gain/(loss) from disposal of discontinued operations | -506 | 0 |
| Relevant taxes | 0 | 0 |
| Gain/(loss) after taxes from discontinued operations |
-541 | -15.383 |
| Attributable to: | ||
| Equity holders of the parent Company | -541 | -17.331 |
| Non-controlling interest | 0 | 1.948 |
The net assets held for sale of the above Bulgarian entities (including the Group liabilities to them) amounted on 17/12/2020 to €506 thousand, forming the loss from disposal of discontinued operations to €506 thousand, which are presented in the Group's Income Statement (line "Profit / (loss) after tax from discontinued operations").
The net cash outflow of the Group in 2020 from the disposal of discontinued operations in Bulgaria amounted to €3 thousand, consisting of the derecognition of disposed entities cash balances.
Below are presented the net cash flows of the discontinued operations in Bulgaria on a consolidated level:
| 1/1- | 1/1- | |
|---|---|---|
| 17/12/2020 | 31/12/2019 | |
| Operating activities | 1.208 | 22.399 |
| Investing activities | -122 | -5.235 |
| Financing activities | -383 | -11.809 |
| Net increase / (decrease) in cash and cash equivalents for the period | 703 | 5.355 |
Below are presented the earnings / (losses) after taxes per share of the Group's discontinued operations from the subsidiary Totolotek S.A., the subsidiary Bilot EOOD, the subsidiary Bilot Investment Ltd, the associate company Gamenet Group S.p.A, the associate Intralot de Peru SAC, as well as the companies Eurofootball Ltd, Eurobet Ltd, Eurobet Trading Ltd and ICS S.A., either as subsidiaries or associates:
| Earnings/(losses) after tax per share (in €) from discontinued operations |
1/1-31/12/2020 | 1/1-31/12/2019 |
|---|---|---|
| -basic | -0,0145 | 0,0082 |
| -diluted | -0,0145 | 0,0082 |
| Weighted Average number of shares | 147.761.688 | 147.761.688 |
The Group didn't absorb any company during 2020.
In February 2020, the Government of Bulgaria has passed legislation that amends the local gambling law, according to which all lottery-type of games, except for KENO type of games, are organized under a State Monopoly. Consequently, three of the six gaming licenses held by Eurobet Ltd, a 49% subsidiary of INTRALOT Group, have been terminated by Law on 21/2/2020. Also, in early March 2020, Eurobet Ltd voluntarily returned the rest three gaming licenses, that were active but not operated (not producing any revenue). Finally, in March 2020 Eurobet Ltd and its subsidiary ICS SA submitted applications for opening bankruptcy proceedings for protection against their lenders, which are still pending due to COVID-19 pandemic. Also, the other subsidiary of Eurobet Ltd, Eurobet Trading Ltd is under relevant preparations. Further analysis is disclosed in note 2.32.A.
In addition, in February 2020 the Bulgarian State Gambling Commission (SGC) notified Eurobet Ltd for a claim of retrospective State Fees amounting to BGN 74,4 million (€38,0 million). The company appealed before the local Administrative Courts.
In December 2020 the Group sold the investment to the subsidiary company Bilot Investment Ltd, parent company of the group Eurobet Ltd (note 2.31.A.VIII).
On February 2020, the Bulgarian State Gambling Commission (SGC) notified Eurofootball Ltd for a claim of retrospective State Fees amounting to BGN 328,9 million (€168,2 million). The company appealed before the local Administrative Courts.
In addition, in March 2020 the imposition of emergency sanctions on Bulgaria due to the COVID-19 pandemic has led to the indefinite shut down of the point of sale network of Eurofootball Ltd. During the shutdown for health reasons, οn 25/3/2020 the State Gambling Commission of Bulgaria issued two decisions regarding the temporary suspension of gaming licenses of Eurofootball Ltd for a period of three months, that were cancelled by the competent courts following an appeal of Eurofootball Ltd, however in a meeting held on 14/7/2020 the Bulgarian State Gambling Commission decided the definite suspension of the company's licenses. On 30/3/2020 the shareholders in Eurofootball Ltd terminated the Business Cooperation Agreement, they agreed on removing the specific majorities in the General meeting of the shareholders and also the manager appointed by Bilot EOOD was released on 14/4/2020. Further analysis is disclosed in note 2.32.A. In December 2020 the Group sold the investment to the subsidiary company Bilot EOOD, parent company of Eurofootball Ltd (note 2.31.A.VIII).
Provided below is financial information regarding subsidiaries which have significant non-controlling interests:
| Proportion of equity interest held by non-controlling interests: | ||||
|---|---|---|---|---|
| Subsidiary Name | Country of incorporation and operation |
Geographic operating segment |
31/12/2020 | 31/12/2019 |
| Inteltek Internet AS ¹ | Turkey | Other countries | - | 55% |
| Bilyoner Interaktif Hizmelter AS | Turkey | Other countries | 49,99% | 49,99% |
| Maltco Lotteries Ltd | Malta | European Union | 27% | 27% |
| Eurofootball LTD ² | Bulgaria | European Union | - | - |
| Eurobet LTD ³ | Bulgaria | European Union | - | 51% |
| Tecno Accion SA | Argentina | America | 49,99% | 49,99% |
| Tecno Accion Salta SA | Argentina | America | 49,99% | 49,99% |
¹ Inteltek Internet AS had non-controlling interests until 30/9/2020 due to acquisition of the percentage 55% of the Group.
² Eurofootball Ltd was fully consolidated until 30/11/2019 due to loss of control under IFRS 10 (note 2.31.Α.V.) ³ Eurobet Ltd was fully consolidated until 31/3/2020 due to loss of control under IFRS 10 (note 2.31.Α.V.)
| 31/12/2020 | 31/12/2019 | |
|---|---|---|
| Inteltek Internet AS | 0 | -2.311 |
| Bilyoner Interaktif Hizmelter AS | 2.866 | 2.201 |
| Maltco Lotteries Ltd | 4.183 | 4.916 |
| Eurobet LTD ¹ | 0 | 646 |
| Tecno Accion SA | 3.195 | 3.286 |
| Tecno Accion Salta SA | 487 | 122 |
¹ Eurobet Ltd was fully consolidated until 31/3/2020 due to loss of control under IFRS 10.
| 1/1-31/12/2020 | 1/1-31/12/2019 | |
|---|---|---|
| Inteltek Internet AS | 147 | 5.980 |
| Bilyoner Interaktif Hizmelter AS | 2.495 | 1.513 |
| Maltco Lotteries Ltd | 618 | 815 |
| Eurofootball LTD ¹ | 0 | 8.310 |
| Eurobet LTD ² | 338 | 2.758 |
| Tecno Accion SA | 522 | 1.153 |
| Tecno Accion Salta SA | 517 | 849 |
¹ Eurofootball Ltd was fully consolidated for the period 1/1- 30/11/2019 due to loss of control under IFRS 10.
² Eurobet Ltd was fully consolidated until 31/3/2020 due to loss of control under IFRS 10.
Below are presented the standalone condensed financial statements per geographical operating area pursuant to IFRS. This information is based in amounts before elimination entries:
| Condensed statement of profit or loss for the period 1/1-31/12/2020: | ||
|---|---|---|
| European Union | Maltco Lotteries Ltd |
Eurobet Ltd ¹ |
| Sales Proceeds | 77.514 | 8.639 |
| Gross Profit/ (loss) | 7.004 | 1.187 |
| EBITDA | 8.488 | 719 |
| Profit / (loss) before tax | 3.532 | 663 |
| Tax | -1.245 | 0 |
| Profit / (loss) after tax | 2.287 | 663 |
| Other comprehensive income after tax | 0 | 0 |
| Total comprehensive income after tax | 2.287 | 663 |
| Attributable to non-controlling interest | 618 | 338 |
| Dividends paid to non-controlling interest | 1.350 | 235 |
¹ Eurobet Ltd was fully consolidated for the period 1/1-31/3/2020 due to loss of control under IFRS 10.
| America | Tecno Accion SA |
Tecno Accion Salta SA |
|---|---|---|
| Sales Proceeds | 11.360 | 22.312 |
| Gross Profit/ (loss) | 4.993 | 2.278 |
| EBITDA | 4.378 | 1.774 |
| Profit / (loss) before tax | 1.244 | 1.496 |
| Tax | -200 | -461 |
| Profit / (loss) after tax | 1.044 | 1.035 |
| Other comprehensive income after tax | -1.994 | -92 |
| Total comprehensive income after tax | -950 | 943 |
| Attributable to non-controlling interest | -475 | 471 |
| Dividends paid to non-controlling interest | 1.136 | 754 |
| Other Countries | Inteltek | Bilyoner |
|---|---|---|
| Internet AS 1 | AS | |
| Sales Proceeds | 557 | 20.684 |
| Gross Profit/ (loss) | 63 | 15.867 |
| EBITDA | 110 | 7.756 |
| Profit / (loss) before tax | 285 | 6.344 |
| Tax | -19 | -1.354 |
| Profit / (loss) after tax | 266 | 4.990 |
| Other comprehensive income after tax | -965 | -1.441 |
| Total comprehensive income after tax | -699 | 3.549 |
| Attributable to non-controlling interest | -383 | 1.774 |
| Dividends paid to non-controlling interest | 4.986 | 0 |
1 Refers to period from 1/1-30/9/2020.
| Condensed statement of profit or loss for the period 1/1-31/12/2019: | |||
|---|---|---|---|
| European Union | Maltco Lotteries Ltd |
Eurofootball Ltd ¹ |
Eurobet Ltd |
| Sales Proceeds | 95.775 | 224.560 | 58.639 |
| Gross Profit/ (loss) | 8.736 | 22.860 | 8.189 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
9.496 | 17.071 | 5.708 |
| Profit / (loss) before tax | 4.661 | 16.295 | 5.408 |
| Tax | -1.642 | 0 | 0 |
| Profit / (loss) after tax | 3.019 | 16.295 | 5.408 |
| Other comprehensive income after tax | 0 | 0 | -4 |
| Total comprehensive income after tax |
3.019 | 16.295 | 5.404 |
| Attributable to non-controlling interest | 815 | 8.310 | 2.756 |
| Dividends paid to non-controlling interest |
1.890 | 8.136 | 2.778 |
¹ Eurofootball Ltd was fully consolidated for the period 1/1- 30/11/2019 due to loss of control under IFRS 10.
| America | Tecno Accion SA |
Tecno Accion Salta SA |
|---|---|---|
| Sales Proceeds | 15.036 | 33.228 |
| Gross Profit/ (loss) | 6.325 | 2.927 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
5.211 | 2.555 |
| Profit / (loss) before tax | 3.047 | 2.518 |
| Tax | -740 | -820 |
| Profit / (loss) after tax | 2.307 | 1.698 |
| Other comprehensive income after tax | -1.744 | 128 |
| Total comprehensive income after tax |
563 | 1.826 |
| Attributable to non-controlling interest | 281 | 913 |
| Dividends paid to non-controlling interest |
745 | 429 |
| Other Countries | Inteltek Internet AS |
Bilyoner AS |
|---|---|---|
| Sales Proceeds | 20.791 | 24.419 |
| Gross Profit/ (loss) | 12.778 | 17.513 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
8.396 | 4.665 |
| Profit / (loss) before tax | 13.831 | 4.060 |
| Tax | -2.958 | -1.035 |
|---|---|---|
| Profit / (loss) after tax | 10.873 | 3.025 |
| Other comprehensive income after tax | -4.053 | -194 |
| Total comprehensive income after tax | 6.820 | 2.831 |
| Attributable to non-controlling interest | 3.751 | 1.415 |
| Dividends paid to non-controlling interest | 24.035 | 3.700 |
| Condensed statement of financial position as at 31/12/2020: Maltco European Union Lotteries Ltd Non-current assets 7.781 Current assets 16.416 |
|---|
| Non-current liabilities -524 |
| Current liabilities -8.180 |
| Total equity 15.493 |
| Attributable to: |
| Equity holders of parent 11.310 |
| Non-controlling interests 4.183 |
| America | Tecno Accion SA |
Tecno Accion Salta SA |
|---|---|---|
| Non-current assets | 3.756 | 259 |
| Current assets | 5.658 | 2.042 |
| Non-current liabilities | -576 | 0 |
| Current liabilities | -2.741 | -1.032 |
| Total equity | 6.097 | 1.269 |
| Attributable to: | ||
| Equity holders of parent | 3.049 | 635 |
| Non-controlling interests | 3.048 | 634 |
| Other Countries | Bilyoner AS |
|---|---|
| Non-current assets | 2.561 |
| Current assets | 14.576 |
| Non-current liabilities | -551 |
| Current liabilities | -10.854 |
| Total equity | 5.732 |
| Attributable to: | |
| Equity holders of parent | 2.866 |
| Non-controlling interests | 2.866 |
| Condensed statement of financial position as at 31/12/2019: | ||
|---|---|---|
| European Union | Maltco Lotteries Ltd |
Eurobet Ltd |
| Non-current assets | 12.184 | 2.798 |
| Current assets | 13.690 | 1.218 |
| Non-current liabilities | -855 | -625 |
| Current liabilities | -6.813 | -2.123 |
| Total equity | 18.206 | 1.268 |
| Attributable to: | ||
| Equity holders of parent | 13.290 | 622 |
| Non-controlling interests | 4.916 | 646 |
| America | Tecno Accion | Tecno Accion |
| SA | Salta SA | |
| Non-current assets | 4.850 | 423 |
| Current assets | 5.452 | 3.330 |
| Non-current liabilities | -861 | -48 |
| Current liabilities | -3.164 | -3.165 |
| Total equity | 6.277 | 540 |
| Attributable to: | ||
| Equity holders of parent | 3.139 | 270 |
| Other Countries | Inteltek Internet AS |
Bilyoner AS |
|---|---|---|
| Non-current assets | 584 | 4.242 |
| Current assets | 12.936 | 7.405 |
| Non-current liabilities | 0 | -974 |
| Current liabilities | -927 | -6.272 |
| Total equity | 12.593 | 4.401 |
| Attributable to: | ||
| Equity holders of parent | 5.667 | 2.201 |
| Non-controlling interests | 6.926 | 2.200 |
| Condensed cash flow information for the year ending 31/12/2020: | |||
|---|---|---|---|
| European Union | Maltco Lotteries Ltd |
Eurobet Ltd ¹ |
|
| Operating activities | 7.933 | 1.143 | |
| Investing activities | -98 | -574 | |
| Financing activities | -5.303 | -516 | |
| Effect of exchange differences | 0 | 0 | |
| Net increase / (decrease) in cash and cash equivalents | 2.532 | 53 |
¹ Eurobet Ltd was fully consolidated for the period 1/1-31/3/2020 due to loss of control under IFRS 10.
| America | Tecno Accion SA |
Tecno Accion Salta SA |
|---|---|---|
| Operating activities | 2.390 | 578 |
| Investing activities | -746 | 109 |
| Financing activities | -1.634 | -1.216 |
| Effect of exchange differences | 119 | -857 |
| Net increase / (decrease) in cash and cash equivalents | 129 | -1.386 |
| Other Countries | Inteltek Internet AS1 |
Bilyoner AS |
|---|---|---|
| Operating activities | -782 | 11.625 |
| Investing activities | 170 | -128 |
| Financing activities | -9.211 | -1.130 |
| Effect of exchange differences | -1.314 | -1.759 |
| Net increase / (decrease) in cash and cash equivalents | -11.137 | 8.608 |
1Refers to period from 1/1-30/9/2020.
| Condensed cash flow information for the year ending 31/12/2019: | |||
|---|---|---|---|
| European Union | Maltco Lotteries Ltd | Eurofootball Ltd ¹ | Eurobet Ltd |
| Operating activities | 6.563 | 17.195 | 5.713 |
| Investing activities | -213 | -59 | -6 |
| Financing activities | -7.286 | -16.290 | -5.825 |
| Effect of exchange differences | 0 | 0 | 0 |
| Net increase / (decrease) in cash and cash equivalents |
-936 | 846 | -118 |
¹ Eurofootball Ltd was fully consolidated for the period 1/1- 30/11/2019 due to loss of control under IFRS 10.
| America | Tecno Accion SA | Tecno Accion Salta SA |
|---|---|---|
| Operating activities | 3.436 | 2.708 |
| Investing activities | -847 | -120 |
| Financing activities | -1.361 | -793 |
| Effect of exchange differences | -87 | -121 |
| Net increase / (decrease) in cash and cash equivalents |
1.141 | 1.674 |
| Other Countries | Inteltek Internet AS | Bilyoner AS |
|---|---|---|
| Operating activities | -14.815 | 3.048 |
| Investing activities | 2.784 | -1.473 |
|---|---|---|
| Financing activities | -41.887 | -6.422 |
| Effect of exchange differences | 2.332 | -448 |
| Net increase / (decrease) in | -51.586 | -5.295 |
| cash and cash equivalents |
The Group has significant influence over the below associates. The Group consolidates these associate companies with the equity consolidation method. The following table illustrates the summarized financial information of the Group's investment in associates:
| Participation percentage of the Group in the associate companies: Country of |
|||||
|---|---|---|---|---|---|
| Associate name | domicile and activity |
31/12/2020 | 31/12/2019 | ||
| Lotrich Information Co LTD | Taiwan | 40% | 40% | ||
| Intralot South Africa LTD ² | South Africa | 45% | 45% | ||
| Gamenet Group S.p.A. ¹ | Italy | - | - | ||
| Intralot De Peru S.A.C. ⁴ | Peru | 20% | 20% | ||
| Goreward LTD Group | China | 38,84% | 38,84% | ||
| Eurofootball LTD ³ | Bulgaria | - | 49% |
1 The Gamenet Group SPA was consolidated with the equity method until 22/10/2019 due to disposal.
2Intralot South Africa Ltd figures are not significant for the Group.
³ Eurofootball Ltd was consolidated since 1/12/2019 under the equity method of consolidation following loss of control under IFRS 10, until December 2020 due to disposal of the parent company Bilot EOOD ( note 2.31.Α.V.)
⁴ Intralot de Peru S.A.C. was transferred as at 31/12/2020 to Assets Held for Sale.
| Condensed statement of financial position as at 31/12/2020: |
Lotrich Information Co LTD |
Intralot De Peru S.A.C. |
|---|---|---|
| Non-current assets | 13 | 26.294 |
| Current assets | 17.332 | 22.348 |
| Non-current liabilities | 0 | -101 |
| Current liabilities | -1.696 | -31.936 |
| Total equity | 15.649 | 16.605 |
| Group's carrying amount of the investment | 6.074 | 16.167 |
| Condensed statement of financial position as at 31/12/2019: |
Lotrich Information Co LTD |
Intralot De Peru S.A.C. |
Goreward LTD Group |
Eurofootball LTD ¹ |
|---|---|---|---|---|
| Non-current assets | 74 | 20.157 | 4.376 | 3.918 |
| Current assets | 23.467 | 26.039 | 13.744 | 20.098 |
| Non-current liabilities | 0 | -116 | -28 | -1.503 |
| Current liabilities | -4.628 | -28.479 | -11.994 | -2.239 |
| Total equity | 18.913 | 17.601 | 6.098 | 20.274 |
| Group's carrying amount of the investment | 7.379 | 16.366 | 5.864 | 965 |
1 Eurofootball Ltd was consolidated since 1/12/2019 under the equity method of consolidation following the loss of control under IFRS 10.
| Condensed statement of profit or loss for the period 1/1-31/12/2020: |
Lotrich Information Co LTD |
Intralot De Peru S.A.C. |
Goreward LTD Group 1 |
|---|---|---|---|
| Sale Proceeds | 7.327 | 240.319 | 1.533 |
| Gross Profit / (Loss) | 1.707 | 33.696 | -2.538 |
| EBITDA | 934 | 16.149 | -193 |
| Profit / (Loss) before taxes | 868 | 6.709 | -4.468 |
| Taxes | -178 | -2.499 | 0 |
| Profit / (Loss) after taxes | 690 | 4.210 | -4.468 |
| Other Comprehensive Income after tax | -427 | -2.930 | 56 |
|---|---|---|---|
| Total Comprehensive Income after taxes | 263 | 1.280 | -4.412 |
| Group's share of total comprehensive income of the period after taxes |
105 | 256 | -1.714 |
| Dividends received by the Group from the associates | 1.093 | 334 | 0 |
¹ Refers to period 1/1-30/6/2020 since Goreward Ltd Group consolidated under the equity method until 30/6/2020 due to Group's investment fully impairment.
| Condensed statement of profit or loss for the period 1/1- 31/12/2019: |
Lotrich Information Co LTD |
Gamenet Group S.p.A. ¹ |
Intralot De Peru S.A.C. |
Goreward LTD Group |
Eurofootball LTD ² |
|---|---|---|---|---|---|
| Sale Proceeds | 22.525 | 603.021 | 280.339 | 5.221 | 22.858 |
| Gross Profit / (Loss) | 5.609 | 156.501 | 42.405 | -11.951 | 2.978 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
4.761 | 127.444 | 19.657 | -373 | 2.016 |
| Profit / (Loss) before taxes | 4.635 | 29.355 | 15.987 | -56.723 | 1.918 |
| Taxes | -927 | -6.382 | -5.433 | 0 | 0 |
| Profit / (Loss) after taxes | 3.708 | 22.973 | 10.554 | -56.723 | 1.918 |
| Other Comprehensive Income after tax |
673 | -397 | 559 | 1.494 | -8 |
| Total Comprehensive Income after taxes |
4.381 | 22.576 | 11.113 | -55.229 | 1.910 |
| Group's share of total comprehensive income of the period after taxes |
1.752 | 4.208 | 2.223 | -21.452 | 936 |
| Dividends received by the Group from the associates |
162 | 3.900 | 1.284 | 0 | 1.015 |
1 The Group on 31/12/2019 consolidated the Gamenet Group S.p.A. under the equity method of consolidation using the financial statements of the period 1/10/2018-30/9/2019 (proportionately for the period 1/1-22/10/2019, as the Group's agreement was signed on 22/10/2019 with Gamenet Group SpA) in accordance with IAS 28 par. 34, as the deadlines for the preparation and approval of the financial statements of the Gamenet Group SpA are subsequent to those of the Intralot Group.
2 Eurofootball Ltd was consolidated since 1/12/2019 under the equity method of consolidation following the loss of control under IFRS 10.
| Reconciliation of the condensed financial statements with the carrying amount of the investment: |
Lotrich Information Co LTD |
Gamenet Group S.p.A. |
Intralot De Peru S.A.C. |
Goreward LTD Group |
Eurofootball Ltd ¹ |
|---|---|---|---|---|---|
| Carrying amount of Investment as of 31/12/2018: |
5.836 | 77.652 | 15.635 | 27.332 | 0 |
| Change of consolidation method | 3.011 | ||||
| Profit / (Loss) after taxes of the period |
1.483 | 4.287 | 2.111 | -22.032 | 940 |
| Other Comprehensive Income after tax of the period |
269 | -79 | 112 | 580 | -4 |
| Dividends | -209 | -3.900 | -1.361 | -1.015 | |
| Sale of investment | -78.328 | ||||
| Impairment provision | -1.967 | ||||
| Other | 368 | -131 | -16 | ||
| Carrying amount of Investment as of 31/12/2019: |
7.379 | 0 | 16.366 | 5.864 | 965 |
| Profit / (Loss) after taxes of the period |
276 | 842 | -1.736 | ||
| Other Comprehensive Income after tax of the period |
-171 | -586 | 23 | ||
| Dividends | -1.410 | -387 | -965 | ||
| Transfer to Assets Held for Sale | -16.167 | ||||
| Impairment provision | -4.151 | ||||
| Other | -68 |
| Carrying amount of Investment as 6.074 of 31/12/2020: |
0 | 0 | 0 | 0 |
|---|---|---|---|---|
| ------------------------------------------------------------- | --- | --- | --- | --- |
The associates as of December 31, 2020 and 2019 didn't have any contingent liabilities or capital commitments, other than those disclosed in note 2.32.
¹ On 25/3/2020 the State Gambling Commission of Bulgaria issued two decisions regarding the temporary suspension of gaming licenses of Eurofootball Ltd for a period of three months. Due to the above subsequent to 31/12/2019 licenses suspension, as well as the retrospective claim of State Fees as disclosed in note 2.32.A, the Group recognized on 31/12/2019 an impairment provision of the investment in associate Eurofootball Ltd amounting to €1.967 thousand, leading its recoverable value as of 31/12/2019 to €965 thousand.
The Group holds 50% in Uniclic LTD Group (consisting of Uniclic LTD and its 60% subsidiary, Dowa LTD), a consortium based in Cyprus. The Group consolidates this venture with the equity method applying the IFRS 11 "Joint Arrangements". The carrying value of the investment in the joint venture Uniclic LTD Group is not significant for the Group's data.
In addition, the Group owns 50% of Karenia Enterprises Co Ltd, a Cyprus-based joint venture, and consolidates it from January 2018 using the equity method applying IFRS 11 "Joint Arrangements". This company participates with 30% stake in ATHENS RESORT CASINO SA HOLDINGS ", which owns 51% of the Greek Casino Parnitha SA." ATHENS RESORT CASINO SA " HOLDINGS "is not consolidated by the Intralot Group and Karenia Enterprises Co Ltd.'s investment is valued at cost pursuant to IFRS 9.
| Condensed statement of financial position as at 31/12/2020: |
Karenia Enterprises Co Ltd |
|---|---|
| Non-current assets | 13.500 |
| Current assets | 2 |
| Long-term liabilities | 0 |
| Short-term liabilities | -75 |
| Total Equity | 13.427 |
| Group's investment book value | 6.713 |
| Condensed statement of financial position as at 31/12/2019: |
Karenia Enterprises Co Ltd |
|---|---|
| Non-current assets | 13.500 |
| Current assets | 9 |
| Long-term liabilities | 0 |
| Short-term liabilities | -45 |
| Total Equity | 13.464 |
| Group's investment book value | 6.731 |
| Condensed statement of profit or loss for the period 1/1-31/12/2020: |
Karenia Enterprises Co Ltd |
|---|---|
| Sale Proceeds | 0 |
| Gross Profit / (loss) | 0 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-32 |
| Profit / (loss) before tax | -33 |
| Tax | 0 |
| Profit/ (loss) after tax | -33 |
| Other comprehensive income after tax | 0 |
| Total comprehensive income after tax | -33 |
| Total comprehensive income after tax of the Group |
-17 |
| Condensed statement of profit or loss for the period 1/1-31/12/2019: |
Karenia Enterprises Co Ltd |
|---|---|
| Sale Proceeds | 0 |
| Gross Profit / (loss) | 0 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-21 |
| Profit / (loss) before tax | -23 |
| Tax | 0 |
| Profit/ (loss) after tax | -23 |
| Other comprehensive income after tax | 0 |
| Total comprehensive income after tax | -23 |
| Total comprehensive income after tax of the Group |
-11 |
| Joint ventures' dividends received from Group | 0 |
| Reconciliation of condensed financial statements presented in the book value of investments |
Karenia Enterprises Co Ltd |
|---|---|
| Investment's book value as at 31/12/2018: | 6.742 |
| Profit / (loss) after tax of the period | -11 |
| Investment's book value as at 31/12/2019: | 6.731 |
| Profit / (loss) after tax of the period | -17 |
| Other | -1 |
| Investment's book value as at 31/12/2020: | 6.713 |
A Group subsidiary in Malta has banking facility amounting €4,3 million, for issuing bank letters of guarantee. This facility is secured by an initial general mortgage on all the subsidiary's present and future assets (on 31/12/2020 the letters of guarantee used amounted to €4,0 million). Also, a subsidiary of the Group in Netherlands has secured a loan, with an unpaid balance of €6,9 million and USD5,3 million on 31/12/2020, with relevant collateral on financial assets.
There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.
In the Group Statement of Financial Position (row "Trade and other short-term receivables") of 31/12/2020 are included collateralized bank deposits as security coverage for banking facilities amounting €4.929 thousand (31/12/2019: €3.575 thousand) and other collateralized bank deposits amount to €366 thousand (31/12/2019: €373 thousand). Respectively, for the Company on 31/12/2020 are included collateralized bank deposits as security coverage for banking facilities amounting €1.650 thousand (31/12/2019: €30 thousand) and other collateralized bank deposits amount to €124 thousand (31/12/2019: €126 thousand).
| GROUP | Litigation cases ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions ³ |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 4.817 | 6.630 | 2.635 | 14.082 |
| Period additions | 317 | 148 | 388 | 853 |
| Utilized provisions | -275 | 0 | -380 | -655 |
| Sale of subsidiaries | 0 | -148 | -3 | -151 |
| Foreign exchange differences |
-556 | 0 | -203 | -759 |
| Period closing balance | 4.303 | 6.630 | 2.437 | 13.370 |
| Long term provisions Short term provisions |
4.121 182 |
6.630 0 |
67 2.370 |
10.818 2.552 |
| Total | 4.303 | 6.630 | 2.437 | 13.370 |
¹ Relate to litigation cases as analyzed in note 2.32.A.
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.
³ Relate to provisions for risks none of which are individually material to the Group except from provisions for additional fees (bonus) and other employee benefits of the Group amounting to €1.344 thousand as well as provisions amounting to €826 for earned winnings which relate to sports betting prices and guaranteed future numerical games jackpots. The Other provisions are expected to be used in the next 1-6 years.
| COMPANY | Litigation cases ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 4.721 | 6.630 | 0 | 11.351 |
| Utilized Provisions | -194 | 0 | 0 | -194 |
| Foreign exchange differences | -534 | 0 | 0 | -534 |
| Period closing balance | 3.993 | 6.630 | 0 | 10.623 |
| Long term provisions | 3.835 | 6.630 | 0 | 10.465 |
| Short term provisions | 158 | 0 | 0 | 158 |
| Total | 3.993 | 6.630 | 0 | 10.623 |
¹ Relate to litigation cases as analyzed in note 2.32.A
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.
The number of employees of the Group on 31/12/2020 amounted to 3.447 persons (Company/subsidiaries 2.046 and associates 1.401) and the Company's to 595 persons. At the end of 2019, the number of employees of the Group amounted to 3.845 persons (Company/subsidiaries 2.212 and associates 1.633) and the Company's to 644 persons.
Intralot SA purchases goods and services and/or provides goods and services to various related companies, in the ordinary course of business. These related companies consisting of subsidiaries, associates or other related companies which have common ownership and / or management with Intralot SA.
Below is a condensed report of the transactions for 2020 and the balances on 31/12/2020 of other related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts reported in thousands of € (total operations) |
31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 |
| a) Income | ||||
| -from subsidiaries | 0 | 0 | 41.334 | 53.856 |
| -from associates - joint ventures | 4.546 | 7.844 | 6.272 | 9.387 |
| -from other related parties | 382 | 5.091 | 6 | 3.353 |
| b) Expenses | ||||
| -to subsidiaries | 0 | 0 | 26.173 | 22.442 |
| -to associates - joint ventures | 10 | 7 | 0 | 2 |
| -to other related parties | 10.262 | 17.916 | 5.130 | 10.636 |
| c) Receivables (Α) | ||||
| -from subsidiaries | 0 | 0 | 69.294 | 74.921 |
| -from associates - joint ventures | 5.069 | 6.019 | 5.026 | 5.969 |
| -from other related parties | 10.108 | 5.088 | 1.798 | 1.936 |
| d) Payables (Β) | ||||
| -to subsidiaries | 0 | 0 | 331.715 | 300.258 |
| -to associates - joint ventures | 466 | 1.050 | 466 | 533 |
| -to other related parties | 7.993 | 9.231 | 4.868 | 7.360 |
| e) BoD and Key Management Personnel transactions and fees |
8.643 | 7.951 | 6.293 | 4.922 |
| f) BoD and Key Management Personnel receivables | 0 | 40 | 0 | 0 |
| g) BoD and Key Management Personnel payables | 343 | 369 | 240 | 129 |
| (Α) The respective amounts are analyzed as follows: | ||||
| Total due from related parties | 15.177 | 11.147 | 76.118 | 82.826 |
| (less) long term portion (note 2.19) | 1.408 | 1.992 | 28 | 24.261 |
| Short term receivables from related parties (note 2.20) |
13.769 | 9.155 | 76.090 | 58.565 |
| (Β) The respective amounts are analyzed as follows: | ||||
| Total due to related parties | 8.802 | 10.650 | 337.289 | 308.280 |
| (less) long term debt | 1.070 | 1.781 | 309.088 | 280.160 |
| (less) long term liabilities (note 2.28) | 0 | 0 | 0 | 0 |
| Short term payables to related parties (note 2.29 & 2.25) |
7.732 | 8.869 | 28.201 | 28.120 |
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020
Sales and services to related parties are made at normal market prices. Outstanding balances at year end are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above receivables.
In 2020, the Company made provisions of €132 thousand concerning an estimate of reduction of the recoverable value of receivables from subsidiaries. At the same time, provisions amounting to €26.756 thousand were transferred to Investment in subsidiaries after capitalization of the relevant receivables, while provisions of €1.028 thousand were finally offset against the relevant receivables after the completion of the liquidation process of the subsidiary. The accumulated provisions of 31/12/2020 amounted to €0,4 million (31/12/2019: €28,0 million).
INTRALOT Group
a. Against (a) publishing company "I. Sideris – Andreas Sideris Sons O.E.", (b) the Foundation of Economic and Industrial Researches (IOBE), (c) Mr. Theodosios Palaskas, Director of Research of IOBE, (d) the Kokkalis Foundation, and (e) INTRALOT, a lawsuit of Mr. Charalambos Kolymbalis, was filed on 8th March 2007 before the Multi-member Athens Court of First Instance. With his lawsuit, the plaintiff requests to be recognized as the sole creator of the project entitled "The financial consequences of sports in Greece" and his intellectual property right on this, and that the amount of €300.000 to be paid to him as monetary compensation for moral damages. Date of the hearing was set the 20th February
2008 when it was postponed for 4th March 2009 and then again for 24th February 2010; on that date the hearing of the case was cancelled due to strike of the judicial secretaries. New hearing date was scheduled the 23rd May 2012 when the case was heard and the decision no. 5724/2012 of the Athens Multi-member Court of First Instance was issued which dismissed the lawsuit. On 17 October 2015 an appeal was served to the company against the above decision, which was scheduled to be heard before the Athens Court of Appeals on 11 February 2016; on that date the hearing was postponed for 22 September 2016 due to lawyers strike when it was cancelled, while following a request of the plaintiff a new hearing date is set for 9 March 2017 when the case has been heard and a decision of the Court of Appeals was issued which ordered the repeat of the appeal's hearing. The date for the hearing was set for the 22nd of February 2018 when the case was heard and decision no. 3253/2018 of the Athens Court of Appeals was issued which rejected the appeal; until now, no application for cassation was has been filed by the opponent.
b. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa Territorial para la salud ("Etesa"), under which it was granted with the right to operate games of chance in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an application to initiate arbitration proceedings against Etesa requesting to be recognized that there has been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with no liability to INTRALOT. The arbitration court adjudicated in favor of Etesa the amount of 23,6 billion Colombian pesos (approx. €5,6m). The application for annulment of the arbitration award filed by INTRALOT before the High Administrative Court was rejected. The Company filed a lawsuit before the Constitutional Court which was rejected. On 31 August 2016, an application was served to the Company requesting to render the abovementioned arbitration decision as executable in Greece which was heard before the Athens One-Member First Instance Court and the decision issued accepted it. The Company filed an appeal against this decision which was rejected by the Athens Court of Appeals. The Company filed, before the Supreme Court, a cassation appeal against the decision of the Athens Court of Appeals which was scheduled for hearing on 22 January 2021 when it was heard and the issue of the decision is pending and, in parallel, a request for suspension of execution which has been accepted by the Supreme Court which suspended the execution until the issue of the Supreme Court's decision. The Company has created relative provision in its financial statements part of which (€2,2m) has already been used for the payment to Etesa of a letter of guarantee amounting to 7.694.081.042 Colombian pesos.
c. Against the subsidiary Intralot Holdings International Ltd., a shareholder of LOTROM SA and against LOTROM SA, another shareholders of LOTROM SA, Mr. Petre Ion filed a lawsuit before the competent court of Bucharest requesting that Intralot Holdings International Ltd to be obliged to purchase his shares in LOTROM SA for €2.500.000 and that LOTROM SA to be obliged to register in the shareholders book such transfer. Following the hearing of 28th September 2010 a decision of the court was issued accepting the lawsuit of the plaintiff. Intralot Holdings International Ltd and LOTROM SA filed an appeal which was rejected. The abovementioned companies further filed a recourse before the Supreme Court which was heard and rejected. Mr. Petre Ion initiated an enforcement procedure of the above decision in Romania. The companies will exercise legal means against the enforcement procedure according to the provisions of the Romanian laws.
d. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for €2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First Instance rejected Mr. Petre Ion's lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November 2014 and was partially accepted. The Company filed an appeal against this decision which was rejected. Following postponements, the case was heard on 10 June 2016 and the respective first instance decision was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre Ion filed appeals against this decision which was heard and were rejected. The decision became final, while the application for cassation filed by Intralot Holdings International Ltd was rejected. While since 2018 there has been no action by the plaintiff, recently it was notified to Intralot Holdings International Ltd. that, following a unilateral petition of the plaintiff (ex parte procedure, i.e. without Intralot Holdings International Ltd. to be summoned and represented), a decision was issued by the Cypriot court appointing Bank of Cyprus as custodian of the amount of the account held by Intralot Holdings International Ltd. in that bank, as precautionary measure to ensure the payment of the claim of the plaintiff pursuant to the decision of the courts of Romania. This decision has been rendered enforceable in Cyprus by the local court in October 2020 also without any knowledge of Intralot Holdings International Ltd. since the same unilateral procedure ex parte had been followed by the plaintiff. After being informed on the above, Intralot Holdings International Ltd. has objected before the court of Cyprus and the hearing has been scheduled for 26 May 2021, following postponement of 20 April 2021. Intralot Holdings International Ltd. considers that has valid grounds to deny the execution of the decision in Cyprus.
e. In Romania, the subsidiary Lotrom was notified on the beginning of an investigation conducted by the competent authorities against the state lottery CNLR, client of the Group, in relation to alleged occurrence of the crime of conducting games of chance without license and possible complicity to that, in relation to the operation of Video Lottery machines of CNLR; the Group was the technology provider of CNLR from 2003 to 2014. INTRALOT was notified, through rogatory procedure, that itself along with LOTROM and Intracom, are alleged to be accomplices of the state lottery CNLR to the abovementioned crimes. INTRALOT refuted with a memo duly submitted within February 2016, the above allegations. Pursuant to the opinion of the local lawyers who are handling the case, at the end of February 2021 the accusation has fallen under the statute of limitation.
f. In August 2012, two British Virgin Island companies filed a Complaint in the United States Bankruptcy Court Southern District of Florida, Miami Division, against numerous defendants, including Supreme Ventures Limited ("SVL"), a publicly traded gaming company listed on the Jamaican Stock Exchange in which INTRALOT was holding until 10.10.2017 an indirect shareholding interest. Notably, as per SVL, the lawsuit is based on the same claims, towards third parties, initial shareholders and/or directors of
SVL, or not, which were brought in, and were recently rejected by the Jamaican courts, first by the Supreme Court and then again by the Court of Appeals. INTRALOT is named as a «Relief Defendant» which means that INTRALOT is not alleged to have been part - directly or indirectly - of any wrongdoing, since the alleged by the plaintiffs acts are made before the acquisition of SVL's shares by INTRALOT through the Jamaican Stock Exchange. The lawsuit was rejected by the Court. The other party filed an appeal which is pending.
g. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against the company "Hellenic Organization of Horse Racing S.A." (ODIE) requesting the payment of the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case was heard on 6th May 2015 and a decision was issued accepting Intralot's lawsuit in full. ODIE filed an appeal against this decision which has been heard on 1 November 2018 before the Athens Court of Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal. The decision has not been further appealed and, therefore, has become final and irrevocable.
Moreover, Intralot filed a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the payment of the amount of €9.551.527,34 relating to operational services of integrated system provided but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013 was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested (€9.551.527,34). In order to secure its claims, Intralot:
a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an amount of €11.440.655,35.
b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total amount adjudicated, i.e. for the amount of €2.781.381,15.
c) advanced the procedure of compulsory execution against ODIE in order to execute its claims.
Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it pursuant to the "Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse Races of ODIE" dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued accepted the lawsuit. ODIE filed an appeal which was rejected by the Athens Court of Appeals.
The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015 between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement relating to that real estate to the company "Ippodromies SA". The payment of the assigned rent amounts has already been started.
INTRALOT filed before the Athens Multi Member Court of First Instance a lawsuit dated 8.3.2021 against ODIE (under liquidation), the company "Hellenic Republic Asset Development Fund SA" (HRADF) and the Greek State, requesting to be recognized that the above agreement is binding, in addition to ODIE, for HRADF and the Greek State, to oblige all defendants to pay to INTRALOT €487.079,32 and to be recognized that all defendants are obliged to pay to INTRALOT the total amount of €4.747.489,91, while HRADF and the Greek State the amount of €12.676.846,6. The case is pending.
h. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. Both parties have filed appeals which are on 24 November 2020. The decision issued by the Athens Court of Appeals accepts the appeal of the Company and totally rejects the appeal of the plaintiff. The decision is final. No petition for cassation has been notified to the Company.
i. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia which was heard on 30 March 2018. The decision issued rejects the recourse for typical reasons. Royal Highgate Pcl Ltd. filed an appeal against this decision which has been heard, following postponement, on 8 March 2021 and the issue of the decision is pending. In parallel, Royal Highgate Pcl Ltd. has filed three more recourses against decisions of the National Betting Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. which are all scheduled for hearing, following postponements, on 11 May 2021. National Betting Authority started the procedure for the revocation of the license of Royal Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further actions from the National Betting Authority. On 31 December 2018, the contractual term of the license of Royal Highgate Pcl Ltd. expired.
j. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina Education Lottery Commission and the subsidiary Intralot Inc. for breach of contract with the allegation that because of malfunctioning of the system there were winning tickets which were not paid and claiming a total compensation of approx. 35 million USD (€28,5 million). The local court accepted Intralot Inc.'s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust administrative remedies and failed to do so. The other side filed appeals against such decisions which are pending. The third similar lawsuit was rejected finally by the court. The Group's management, relying on local expert legal counsels' opinion, considers that the lawsuits have low probability of success. It is noted that with regards to such cases, the Group has a respective insurance coverage.
k. In USA, Camelot Illinois put Intralot Inc. on notice on April 30, 2020, of filing an arbitration for USD 1,7 million (€1,4 million) alleging service levels defaults in the state of Illinois. The case is closed by settlement among the parties.
l. A former employee of the Company filed two lawsuits before the Athens First Instance Court requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and €150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for
overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages. The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit in relation to the amount of €46.500,82. Both parties filed appeals against this decision which were heard on 22 September 2020 and the decision is pending. The second lawsuit has been scheduled for hearing, following postponements, on 9 February 2022. The Company had made respective provisions to its financial statements.
m. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with Intralot by using, in Morocco, terminals and the software embedded therein. The arbitration procedure is in progress.
n. In Morocco, "La Société de Gestion de la Loterie Nationale" ("SGLN") filed a lawsuit against the Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to it the equipment of Intralot which was used jointly by SGLN and the other local lottery "La Marocaine des Jeux et des Sports" ("MDJS") and, because of Intralot's denial, it suffered damages in the amount of MAD 18.000.000 (€1.653.682,20) which corresponds to the value of the equipment, while, additionally, it requests MAD 34.000.000 (€3.123.621,93) as loss of profit. It is also requesting the call of the letter of guarantee amounting to MAD 30.000.000 (€2.756.137,00). It is noted that according to the terms of the Intralot's contracts with the two lotteries SGLN & MDJS, the option for the transfer of the equipment as well as any call of the letters of guarantee can only be exercised with a joint request of both entities SGLN & MDJS. The case was scheduled to be heard, following postponements, on 6 May 2021.
o. In Morocco, former officer of the subsidiary company Intralot Maroc filed a lawsuit requesting the amount of MAD 4.446.000 (€408.459,50) for salaries relating to the period until the end of his fixed term contract, MAD 342.000 (€31.419,96) for one salary and accrued paid leave and MAD 2.135.000 (€196.148,08) for various indemnities because of his employment contract termination. The court adjudicated to the plaintiff the amount of MAD 3.121.760 (€286.799,94). Both parties filed appeals which have been rejected. The possibility to file legal means against this decision will be examined. The company has made respective provisions to its financial statements.
p. In Bulgaria, the Bulgarian State Gambling Commission (SGC) notified both Eurobet Ltd (an ex 49% subsidiary of the Group) and Eurofootball Ltd (an ex associate of the Group with a 49% ownership), for a claim of retrospective State Fees amounting to BGN 74,4m (€38,0m) and BGN 328,9m (€168,2m), respectively. Given that the payment of State Fees for both companies has always been in accordance with the provisions of the Gambling Act and the approved regulations by the Bulgarian Ministry of Finance, both companies have filed lawsuits against such claims which are pending. The requests for suspension of execution have been rejected. The claimed amounts with regards to the State Fees relate only to each respective company and there is no liability for its shareholders. Taking also into consideration that the Government of Bulgaria has passed legislation that amended the local gambling law, according to which all lottery-type of games, except for KENO type of games, are organized under a State Monopoly and that, as a consequence, three of the six existing licenses held by Eurobet Ltd have been terminated by Law on 21 February 2020, Eurobet Ltd, in order to be protected from its creditors, filed for bankruptcy before the Sofia Court on 6 March 2020; the procedure is pending. Since December 2020, Intralot Group does not participate to the above companies and there is no further information.
q. In Malta a lawsuit was filed against the subsidiary Maltco Lotteries Ltd. and the company ATG, having its registered offices in Sweden, by a player of horse races betting games who is requesting the payment of the amount of approx. €1,5m as non-paid winnings. The specific betting game is conducted by the company ATG which refused the payment of the requested amount due to breach of the gaming rules by the player. The case has been scheduled for hearing, following postponement, on 8 June 2021.
Until 29/4/2021, apart from the legal issues for which a provision has been recognized, the Group Management estimates that the rest of the litigations will be finalized without a material effect on the Group's and the Company's financial position and results.
| COMPANY | YEARS | COMPANY | YEARS |
|---|---|---|---|
| ΙΝΤΡΑΛΟΤ Α.Ε. | 2016-2020 | TECNO ACCION SALTA S.A. | 2015-2020 |
| BETTING COMPANY S.A. | 2014-2020 | MALTCO LOTTERIES LTD | 2015-2020 |
| BETTING CYPRUS LTD | 2015-2020 | INTRALOT NEW ZEALAND LTD | 2013&2017- 2020 |
| INTRALOT IBERIA HOLDINGS SA | 2016-2020 | INTRALOT DO BRAZIL LTDA | 2016-2020 |
| INTRALOT JAMAICA LTD | 2010-2020 | OLTP LTDA | 2016-2020 |
| INTRALOT TURKEY A.S. | 2016-2020 | INTRALOT GERMANY GMBH | 2018-2020 |
| INTRALOT DE MEXICO LTD | 2015-2020 | INTRALOT FINANCE UK LTD | 2019-2020 |
| INTRALOT CHILE SPA | 2018-2020 | NIKANTRO HOLDINGS Co LTD | 2015-2020 |
| INTELTEK INTERNET AS | 2016-2020 | LOTERIA MOLDOVEI S.A. | 2014-2020 |
| INTRALOT SERVICES S.A. | 2015-2020 | INTRALOT BETTING OPERATIONS (CYPRUS) LTD |
2015-2020 |
| BILYONER INTERAKTIF HIZMELTER AS GROUP |
2020 | ROYAL HIGHGATE LTD | 2015-2020 |
| INTRALOT MAROC S.A. | 2018-2020 | INTRALOT LEASING NEDERLAND B.V. | 2013-2020 |
| INTRALOT INTERACTIVE S.A. | 2014-2020 | INTRALOT IRELAND LTD | 2016-2020 |
| INTRALOT GLOBAL SECURITIES B.V. | 2013-2020 | INTRALOT GLOBAL OPERATIONS B.V. | 2016-2020 |
| INTRALOT CAPITAL LUXEMBOURG S.A. | 2016-2020 | BIT8 LTD | 2014-2020 |
| INTRALOT FINANCE LUXEMBOURG S.A. ¹ | 2018 | INTRALOT ADRIATIC DOO | 2015-2020 |
| INTRALOT GLOBAL HOLDINGS B.V. | 2013-2020 | INTRALOT BETCO EOOD | 2020 |
| INTRALOT INC | 2017-2020 | INTRALOT CYPRUS GLOBAL ASSETS LTD | 2015-2020 |
| DC09 LLC | 2017-2020 | ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | 2015-2020 |
| INTRALOT TECH SINGLE MEMBER S.A. | 2019-2020 | INTRALOT INTERNATIONAL LTD | 2015-2020 |
| INTRALOT AUSTRALIA PTY LTD | 2016-2020 | INTRALOT OPERATIONS LTD | 2015-2020 |
| INTRALOT GAMING SERVICES PTY | 2016-2020 | NETMAN SRL | 2014-2020 |
| INTRALOT NEDERLAND B.V. | 2010-2020 | INTRALOT BUSINESS DEVELOPMENT LTD | 2015-2020 |
| INTRALOT BENELUX B.V. | 2018-2020 | GAMING SOLUTIONS INTERNATIONAL SAC | 2016-2020 |
| LOTROM S.A. | 2014-2020 | INTRALOT BETTING OPERATIONS RUSSIA LTD |
2012-2020 |
| INTRALOT BEIJING Co LTD | 2019-2020 | INTRALOT DE COLOMBIA (BRANCH) | 2015-2020 |
| TECNO ACCION S.A. | 2014-2020 |
1 The company INTRALOT FINANCE LUXEMBOURG S.A. have been merged with INTRALOT CAPITAL LUXEMBOURG S.A..
A tax audit for Bilyoner İnteraktif Hizmetler AS for the years 2018-2019 is in progress and at Inteltek Internet AS an audit was notified for the dividend's taxes of 2018. A tax audit for Intralot Germany GMBH is in progress for the year 2018, while in Intralot Iberia Holdings SA a VAT audit is in progress for 2016 and a limited audit of double taxation for years 2018-2020. In Lotrom S.A. the audit initiated by the local tax authorities with respect to financial activities for transactions subject to VAT for the period 2004-2014 was completed in the fourth quarter of 2016, but so far the conclusion report has not been yet notified to the company.
In the context of Law 2238/94 Art. 82 par. 5 and POL.1159/2011, the companies Betting Company SA and Intralot Interactive SA have received a tax certificate for the years 2014-2019 and Intralot Services SA for the years 2015-2018 and 1/1-22/7/2019 when the liquidation process started. In Intralot SA has received a tax certificate for the fiscal years 2014-2018, while the issuance of a tax certificate is pending for 2019. Last, a tax certificate is in progress for Intralot SA, Betting Company SA, Intralot Interactive SA, and Intralot Tech – Single Member SA for fiscal year 2020.
In Intralot SA during the tax audit for the year 2011, completed in 2013, were imposed taxes on accounting differences plus surcharges amounting to €3,9 million. The Company lodged an administrative appeal against the relevant control sheets resulting in a reduction of taxes to €3,34 million. The Company filed new appeals to the Greek Administrative Courts which did not justify the Company, which filed an appeal before the Council of State. The Company's management and its legal advisors estimate that there is a significant probability that the appeal will thrive finally for the most part. The Company has formed sufficient provisions and has paid the whole amount of taxes.
In Intralot SA, after the completion of tax audit for 2013, as well as partial re-audit of 2011 and 2012, completed in 2019, taxes, VAT, fines, and surcharges of €15,7 million were imposed. The Company filed appeals against the relevant control sheets resulting in a reduction of taxes to €5,4 million. On 11.11.2020, the Company filed six appeals to the Athens Three-Member Administrative Court of Appeal against decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the company's appeals, requesting their annulment. The total amount charged totals to €5,4 million. The trial of the cases has not yet been appointed. The management of the Company and its legal advisors estimate that the case has high success rates for the most part, in the highest court degree. The Company has already paid all the taxes and surcharges. Also, during the tax audit of the years 2014 & 2015, completed in 2020, taxes were charged for accounting differences plus surcharges of €353 thousand. The Company filed appeals against the relevant control sheets resulting in a reduction of taxes to €301 thousand. The Company will file appeals in the Administrative Courts against the decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the Company's appeals, requesting their annulment. The total amount charged amounts to € 301 thousand. The Company's management and its legal advisors estimate that the case has high success rates for the most part, either at this stage or at the highest court level. The Company has already paid all the taxes and surcharges charged. The Company has formed sufficient relevant tax provisions amounting to €3,5 million.
Finally, a partial VAT audit is in process for the Company following a mandate for the period 1/2/2010- 31/10/2012 upon request of assistance from Romanians to the Greek tax authorities on transactions with a Romanian company, as well as a partial tax audit for the fiscal years 2016 & 2017 after an audit mandate (November 2020).
| COMPANY | YEARS | COMPANY | YEARS |
|---|---|---|---|
| LOTRICH INFORMATION Co LTD | 2019-2020 | OASIS RICH INTERNATIONAL LTD | |
| INTRALOT SOUTH AFRICA LTD | 2020 | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
|
| GOREWARD LTD | - | UNICLIC LTD | 2015-2020 |
| GOREWARD INVESTMENTS LTD | - | DOWA LTD | 2015-2020 |
| PRECIOUS SUCCESS LTD GROUP | 2019-2020 | KARENIA ENTERPRISES COMPANY LTD | 2012-2020 |
The Company and the Group on December 31, 2020 had the following contingent liabilities from guarantees for:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | 31/12/2020 | 31/12/2019 | |
| Bid | 0 | 400 | 0 | 280 |
| Performance | 106.270 | 139.295 | 22.723 | 44.307 |
| Financing | 4.978 | 5.702 | 200 | 320 |
| Other | 0 | 178 | 0 | 0 |
| Total | 111.248 | 145.575 | 22.923 | 44.907 |
| GROUP | |||
|---|---|---|---|
| 31/12/2020 | 31/12/2019 | ||
| Guarantees issued by the parent and subsidiaries: | |||
| -to third party | 111.248 | 145.575 | |
| -to third party on behalf of associates | 0 | 0 | |
| Total | 111.248 | 145.575 | |
| COMPANY | |||
| Guarantees issued by the parent: | 31/12/2020 | 31/12/2019 | |
| - to third party on behalf of subsidiaries | 21.067 | 43.011 | |
| - to third party on behalf of associates | 0 | 0 | |
| - to third party on behalf of the parent | 1.856 | 1.896 |
Beneficiaries of Guarantees on 31/12/2020: Bid: -
Performance: Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City of Torrington, Connecticut Lottery Corporation, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra Dairesi Mudurlugu, Idaho State Lottery, Lotteries Commission of Western Australia, Lotto Hamburg, Louisiana Lottery Commission, Malta Gaming Authority, Meditel Telecom SA, Milli Piyango Idaresi Genel Mudurlugu, New Hampshire Lottery Commission, New Mexico Lottery Authority, Polla Chilena de Beneficencia S.A., Spor Toto, State of Montana, State of Ohio - Lottery Gaming System, State of Vermont - Vermont Lottery Commission, Stichting Exploitatie Nederlandse Staatsloterij, Town of Greybull, Town of Jackson, City of Gillette, Turk Telekomunikasyon, Wyoming Lottery Corporation, OPAP S.A..
Financing: Bogazici Kurumlar Vergi Dairesi Mudurlugu, Denizli 9. Icra Mudurlugu , Airport EL. Venizelos Customs.
Other: -
The Group has contractual obligations for the purchase of telecommunication services for the interconnection of points of sale. The minimum future payments for the remaining contract duration on December 31, 2020 were:
| GROUP | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Within 1 year | 2.187 | 2.877 |
| Between 2 and 5 years | 5.613 | 8.382 |
| Over 5 years | 0 | 138 |
| Total | 7.800 | 11.397 |
As of December 31, 2020, the Group did not have material contractual commitments for acquisition of tangible and intangible assets.
The Group's international activities create several financial risks in the Group's operation, due to constant changes in the global financial environment. The Group beyond the traditional risks of liquidity risk and credit risk also faces market risk. The most significant of these risks are currency risk and interest rate risk. The risk management program is a dynamic process that is constantly evolving and adapted according to market conditions and aims to minimize potential negative impact on financial results. The basic risk management policies are set by the Group Management. The risk management policy is implemented by the Treasury Department of the Group which operates under specific guidelines approved by management.
The Group does not have significant credit risk concentration because of the wide dispersion of its customers and the fact that credit limits are set through signed contracts. The maximum exposure of credit risk amounts to the aggregate values presented in the financial position. In order to minimize the potential credit risk exposure arising from cash and cash equivalents, the Group sets limits regarding the amount of credit exposure to any financial institution. Moreover, in order to secure its transactions even more, the Group adopted an internal rating system, regarding credit rating evaluation, using the relevant financial indices.
Prudent liquidity management means maintaining adequate liquidity, funding ability through approved credit limits, and ability to repay liabilities. The Group has established specific policies to manage and monitor its liquidity in order to continuously have sufficient cash and liquid non-core assets that can meet its obligations. In addition, the Group has set up a system of monitoring and constant optimization of its operating and investing costs in the framework of its liquidity management policies.
The following tables summarize the maturity of the financial liabilities of the Group based on 31/12/2020 and 31/12/2019:
| GROUP | 31/12/2020 | |||
|---|---|---|---|---|
| Financial Liabilities: | 0-1 years | 2-5 years | > 5 years | Total |
| Creditors and other liabilities ¹ (note 2.29) | 75.798 | 75.798 | ||
| Other long-term liabilities ¹ (note 2.28) | 570 | 570 | ||
| Income tax payable | 3.387 | 3.387 | ||
| Bonds (Senior Notes) ² | 291.750 | 548.433 | 0 | 840.183 |
| Other Loans and lease liabilities³ | 15.535 | 8.656 | 1.822 | 26.013 |
| Total | 386.470 | 557.659 | 1.822 | 945.951 |
| GROUP | 31/12/2019 | |||
|---|---|---|---|---|
| Financial Liabilities: | 0-1 years | 2-5 years | > 5 years | Total |
| Creditors and other liabilities ¹ (note 2.29) | 76.718 | 76.718 | ||
| Other long-term liabilities ¹ (note 2.28) | 770 | 770 | ||
| Income tax payable | 3.134 | 3.134 | ||
| Bonds (Senior Notes) ² | 41.750 | 840.183 | 881.933 | |
| Other Loans and lease liabilities ³ | 26.945 | 14.659 | 2.809 | 44.413 |
| Total | 148.547 | 855.612 | 2.809 | 1.006.968 |
¹ Excluding "Deferred Income" of notes 2.28 & 2.29 and refer to liabilities balances as of 31/12/2020 and 31/12/2019 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
² Refer to Facilities "A" and "B" of note 2.25 and include bonds balances (outstanding balance – after relevant repurchases) including future contractual interest up to maturity date, on undiscounted values, that differ to the relevant carrying amounts on Statements of Financial Position, that are measured at amortized cost according to IFRS 9.
³ Refer to the Debt mentioned to the note 2.25 (excluding the above Bonds) as of 31/12/2020 & 31/12/2019 and is stated as has been recognized to the relevant Statements of Financial Positions, measured at amortized cost.
| COMPANY ⁴ | 31/12/2020 | |||
|---|---|---|---|---|
| Financial Liabilities: | 0-1 years | 2-5 years | > 5 years | Total |
| Creditors and other liabilities (note 2.29) | 32.481 | 32.481 | ||
| Other long-term liabilities (note 2.28) | 0 | |||
| Income tax payable | 0 | |||
| Loans and lease liabilities (note 2.25) | 450 | 309.452 | 79 | 309.981 |
| Total | 32.931 | 309.452 | 79 | 342.462 |
| COMPANY ⁴ | 31/12/2019 | |||
|---|---|---|---|---|
| Financial Liabilities: | 0-1 years | 2-5 years | > 5 years | Total |
| Creditors and other liabilities (note 2.29) | 38.898 | 38.898 | ||
| Other long-term liabilities (note 2.28) | 0 | |||
| Income tax payable | 472 | 472 | ||
| Loans and lease liabilities (note 2.25) | 785 | 280.273 | 215 | 281.273 |
| Total | 40.155 | 280.273 | 215 | 320.643 |
⁴ Excluding "Deferred Income" of notes 2.28 & 2.29 and refer to liabilities balances as of 31/12/2020 and 31/12/2019 as recognized in the relevant Statements of Financial Position, measured at amortized cost.
Fluctuations in exchange rates can have significant effects on the Group's currency positions. Group transactions are carried out in more than one currency and therefore there is a high exposure in foreign exchange rate fluctuations against the euro, which is the main underlying economic currency. On the other hand, the Group's activity abroad also helps to create an advantage in foreign exchange risk management, due to the diversification in the currency portfolio. This kind of risk mainly results from commercial transactions in foreign currency as well as investments in foreign entities. For managing this type of risk, the Group enters into derivative financial instruments with various financial institutions, such as foreign currency hedging for receipts of foreign currency dividends by abroad subsidiaries. The Group's policy regarding the foreign exchange risk concerns not only the parent company but also the Group's subsidiaries.
| Sensitivity Analysis in Currency movements | |||
|---|---|---|---|
| amounts of the period 1/1 – 31/12/2020 | |||
| (in thousand €) | |||
| Foreign | Currency | Effect in Earnings | Effect in Equity |
| Currency | Movement | before taxes | |
| 5% | -1 | 7.073 | |
| USD: | -5% | 1 | -6.400 |
| 5% | 346 | 349 | |
| TRY: | -5% | -313 | -315 |
| 5% | -629 | 694 | |
| BRL: | -5% | 569 | -628 |
| CNY: | 5% | 0 | 95 |
| -5% | 0 | -86 | |
| 5% | 144 | 296 | |
| ARS: | -5% | -130 | -268 |
| Sensitivity Analysis in Currency movements amounts of the period 1/1 – 31/12/2019 (in thousand €) |
|||
|---|---|---|---|
| Foreign | Currency | Effect in Earnings | Effect in Equity |
| Currency | Movement | before taxes | |
| USD: | 5% | -1.485 | 3.749 |
| -5% | 1.343 | -3.392 | |
| TRY: | 5% | 942 | 496 |
| -5% | -852 | -449 | |
| BRL: | 5% | -120 | -1.394 |
| -5% | 109 | 1.262 | |
| CNY: | 5% | -204 | 91 |
| -5% | 185 | -83 | |
| ARS: | 5% | 293 | 176 |
| -5% | -265 | -159 |
For 2020 and 2019 the Group didn't proceed with such contracts in order to cover currency risk.
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's activities are closely linked to interest rates because of investments and long and short-term borrowings. To manage this risk category, the Group uses financial hedging instruments in order to reduce its exposure to interest rate risk. The Group's policy on managing its exposure to interest rate risk affects not only the parent company but also its subsidiaries for their loans concluded in euros or local currency. The Group's exposure to the risk of changes in market interest rates relates primarily to long-term borrowings of the Group's floating rate. The Group also manages interest rate risk by having a balanced portfolio of loans with fixed and floating rate borrowings. On 31 December 2020, taking into account the impact of possible financial hedging products, approximately 98,5% of the Group's borrowings are at a fixed rate (31/12/2019: 98%) with an average life of approximately 2,7 years. As a result, the impact of interest rate fluctuations in operating results and cash flows of the Group's operating activities is small.
INTRALOT's ability to incur significant additional amounts of debt so as to finance its operations and expansion depends on capital market conditions that influence the levels of new debt issues interest rates and relevant costs. Furthermore, INTRALOT may be able to incur substantial additional debt in the future, however, under the Senior Notes terms will be able to incur additional debt so long as on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (31/12/2020: approximately 1,50), and will be able to incur additional senior debt as long as on a pro forma basis the ratio of total net debt to EBITDA (senior leverage ratio) is not more than 3,75 (31/12/2020: approximately 9,83). Furthermore, to the above, the Group can incur additional debt from specific baskets. If new debt is added to INTRALOT's existing debt levels, the risks associated with its high leverage described above, including its possible inability to service its debt, will increase.
The Group aims through the management of capital to ensure that the Group can operate smoothly in the future, maximize the value of its shareholders, and maintain the appropriate capital structure in terms of costs of capital.
The Group monitors its capital adequacy on a Net Debt to EBITDA ratio basis. Net borrowings include borrowing and lease liabilities minus cash and cash equivalents.
| GROUP | ||
|---|---|---|
| 31/12/2020 | 31/12/2019 ¹ | |
| Long term loans | 468.695 | 716.674 |
| Long term lease liabilities | 7.469 | 10.681 |
| Short term loans | 272.032 | 31.851 |
| Short term lease liabilities | 2.882 | 6.019 |
| Total Debt | 751.078 | 765.225 |
| Cash and cash equivalents | -99.984 | -171.114 |
| Net Debt | 651.094 | 594.111 |
| Discontinued operations debt | 0 | -2.262 |
| Discontinued operations cash and cash equivalents |
0 | 3.516 |
| Net debt (adjusted) | 651.094 | 595.365 |
| EBITDA from continuing operations | 66.170 | 64.608 |
| Leverage | 9,84 | 9,22 |
¹ The Net Debt 31/12/2019 has been adjusted to exclude the balances of Group discontinued operations in Bulgaria.
Regarding capital structure, INTRALOT has INTRALOT has already since January 2021 entered into a Lock-Up Agreement (the Lock-Up Agreement) with an ad hoc group of noteholders, holding in excess of 75% of outstanding principal amount of the €250m Senior Unsecured Notes due 2021 (2021 Notes). The Lock-Up Agreement provides either for the consensual exchange of 2021 Notes with new notes of a total principal amount of €205m, due 2025, to be issued by the Group subsidiary Intralot Inc., if noteholders holding at least 90% in outstanding principal amount of the 2021 Notes would sign or accede to the Lock-Up Agreement, or the recourse to an English law scheme of arrangement, with the consent of the Ad Hoc Group. Following the Expiration Time set in the Lock-Up Agreement, Noteholders holding 82,76% of the outstanding principal amount of the 2021 Notes. The Company believes that this outcome is an important step towards the implementation of the proposed transaction. On the basis of the current high level of support of the Lock-Up Agreement by the holders of the 2021 Notes, the Company is convinced that it may implement the exchange of the 2021 Notes by a consensual process. According to the above, it has entered during the last months into negotiations with the Ad Hoc Group with the aim of reaching an alternative agreement that will allow the parties to restructure the 2021 Notes without recourse to a scheme of arrangement. Such negotiations are already at an advanced stage and the Company believes that it will be able to make a new announcement on the matter soon.
In any case, the scheme of arrangement remains as an additional possible route. The English law scheme of arrangement is a procedure provided by the Companies Act 2006, that allows a company to come into an arrangement with its creditors (or a class of creditors) with the aim of restructuring its debt or part thereof, and reorganizing the entity. The consent of creditors holding at least 75% of the debt of a company is sufficient for a scheme to be implemented and the relevant agreement needs to be sanctioned by the competent court.
In parallel, the Company will also offer the exchange of its €500m Senior Unsecured Notes due 2024 (the 2024 Notes) against a percentage of up to 49% of the share capital of a company (TopCo) that hold, indirectly, 100% of the shares of the Group's USA subsidiary Intralot Inc. To be noted that the members of the Ad Hoc Group also hold in excess of 13% of the principal amount of the 2024 Notes and, by virtue of a Backstop Commitment Letter they have signed again in January 2021, they have guaranteed that they will participate in the above exchange of the 2024 Notes by offering Notes of a principal amount of at least €68m, against 18,7% of the share capital of TopCo.
To be noted that the Lock-Up Agreement and the Backstop Commitment Letter constitute an important milestone in the Group's effort to implement the specific transactions that will lower the leverage on the balance sheet, extend the maturity of the notes and improve its cash flows.
This will allow the Group to implement its business plan and take advantage of new appealing business opportunities, both in the Lottery as well as in the Sports Betting markets.
In view of the above, the Company proceeds to the necessary actions for the implementation of the proposed restructuring of the 2021 and 2024 Notes, while it remains available for discussions with other noteholders.
The Company will provide an update about its next steps in the near future.
The COVID-19 pandemic continues to affect economic and business activity around the world. The extent of its impact will depend on its duration, government policy in key jurisdictions regarding restrictions implemented and the current and subsequent economic disruption that the pandemic will cause.
Regarding the activities of the Group, the Management closely monitors the developments from the outbreak, follows the guidance of the local health authorities and observes the requirements and actions implemented by all local governments. The Group has implemented emergency plans to reduce the potential adverse effects on the Group's employees and businesses. Further details regarding the restrictions on Group operations from both COVID-19 and local governments actions, as well as the potential financial impacts on the performance of the year 2021, are presented in the section "Coronavirus (COVID-19) Pandemic Impact" of the Board of the Directors Report, and in the note 2.37 "CORONOVIRUS PANDEMIC (COVID-19) IMPACT".
The Group operates in Argentina through its two subsidiaries Tecno Accion SA and Tecno Accion Salta SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded 100% and the country is now considered as a hyperinflationary economy for accounting purposes under IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current purchasing power in the financial statements (transactions and non-cash balances) of the above subsidiaries that use ARS as functional currency and present their financial statements at historical cost. The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to IAS 29, as if Argentina has always been a hyperinflationary economy.
The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets, liabilities and transactions of 2020 following the application of IAS 29 amounted to a profit of €61 thousand and was recorded in the Income Statement (line "Gain/(loss) on net monetary position"). The conversion FX rates of the financial statements of the above subsidiaries were:
| 31/12/2020 | 31/12/2019 | Change | |
|---|---|---|---|
| EUR / ARS | 102,85 | 67,23 | 53,0% |
| AVG 1/1- 31/12/2020 |
AVG 1/1- 31/12/2019 |
Change | |
|---|---|---|---|
| EUR / ARS ¹ | 102,85 | 67,23 | 53,0% |
1The Income Statement of the twelve month period of 2020 and 2019 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/12/2020 and 31/12/2019 instead of the Avg. 1/1-31/12/2020 and Avg.1/1-31/12/2019 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
In the presented data of the previous years, there were limited adjustments/reclassifications for comparability purposes, with no significant impact on "Equity", "Sale Proceeds" and "Profit / (loss) after tax" of the Group and the Company.
Below are the most significant fluctuations in the Group's Income Statement for the period 1/1- 31/12/2020 compared to 1/1-31/12/2019:
Sale proceeds decreased by €72,5 million, or by 16,6%, from €437,3 million in the period 1/1- 31/12/2019 to €364,8 million in the period 1/1-31/12/2020. This decrease was mainly driven by the decreased revenue in the segments "Licensed operations" and "Management contracts". Particularly, Sale proceeds decreased by €24,0 million in Turkey (due to the non-renewed contract of Inteltek Internet AS post August of 2019, the reduced market share of Bilyoner AS and the revised commercial terms, following the transition to the new Sports Betting era in Turkey, as well as the negative FX impact and COVID-19), by €19,0 million in Malta (mainly due to COVID-19), by €14,6 million in Argentina (mainly due to COVID-19, the negative FX impact and the application of IAS 29), by €14,0 million in Morocco (due to the revised commercial terms following the transition to the new contract, as well as the COVID-19), by €10,5 million in Brazil (mainly due to COVID-19), by €5,9 million in Australia (due to COVID-19) and by €4,5 million in Chile (mainly due to the significant Lotto jackpot in first quarter in 2019, the recent social unrest in the country, and due to consequences of COVID-19). At the same time, turnover increased by €23,1 million in the US (mainly due to the contribution in 2020 of the new contract to Illinois for the twelve month period of 2020 (beginning in mid-February 2019), one-off revenue recognition in relation to the new project with BCLC in Canada and the merchandise sales in Illinois, as well as the slow pick up of our new Sports Betting contracts in Montana and Washington DC, fully absorbing the Ohio CSP contract impact which expired in June 2019 and COVID-19 impact.
Gross profit reduced by €19,0 million, or by 20,1%, from €94,3 million in the period 1/1-31/12/2019 to €75,3 million in the period 1/1-31/12/2020. This decrease is mainly driven from the decrease in Sale proceeds as analyzed above.
Other operating income decreased by €1,6 million, or 8,3%, from €19,2 million in the twelve months period ended December 31, 2019 to €17,6 million in the twelve months period ended December 31, 2020. This decrease is mainly due to lower income from point of sales network support in Argentina and risk management in Turkey, partly offset by higher equipment lease income in USA.
Selling expenses decreased by €11,5 million, or 32,7%, from €35,2 million in the twelve months period ended December 31, 2019 to €23,7 million in the twelve months period ended December 31, 2020. This decrease was primarily due to higher training costs of the retailers' network for the roll out of the Illinois contract in USA in 2019, as well as lower advertising costs in 2020 in Turkey and Morocco.
Administrative expenses decreased by €0,3 million, or 0,4%, from €73,6 million in the twelve months period ended December 31, 2019 to €73,3 million in the twelve months period ended December 31, 2020. This decrease was primarily due to lower costs in Turkey, Australia, USA, Argentina, and Brazil, partially offset by reorganization costs in 2020.
Other operating expenses decreased by €15,3 million, from €17,4 million in the period 1/1-31/12/2019 to €2,1 million in the period 1/1-31/12/2020. This decrease is mainly due to lower provisions for contractual penalties in 2020, as well as provision for personnel severance pay of Inteltek Internet A.S. in 2019.
EBITDA increased by €1,6 million, or by 2,5%, from €64,6 million in the period 1/1-31/12/2019 to €66,2 million in the period 1/1-31/12/2020. This increase is mainly driven by the decrease in Selling and Administrative expenses, as well as Other operating expenses, which were offset by the decrease in Sales Proceeds and extraordinary in 2020 reorganization costs.
EBITDA for the period 1/1-31/12/2020 on a constant currency basis, net of negative FX impact of €7,8 million, amounted to €74,0 million meaning an increase by 14,6% compared to the period 1/1- 31/12/2019.
Income/(expenses) from participations and investments came up to net expenses of €3,9 million in the period 1/1-31/12/2020 from net income of €18,3 million in the period 1/1-31/12/2019. This deterioration is mainly due to the decreased dividends income by €1,3 million in 2020, the lower by €16,8 million net gain from sale of participations and investments in 2020 (mainly due to the gain in 2019 from the Hellenic Lotteries S.A. investment disposal, as well as the net gain from the repurchase of bonds), as well as the
higher by €4,1 million losses of participations impairments in 2020 (due to provision for impairment of the Group's investment in the associate entity Goreward Ltd, mainly as a result of the COVID-19 pandemic).
Gain / (losses) from assets disposal, impairment loss and write-off of assets deteriorated by €9,5 million, from loss €12,2 million in the period 1/1-31/12/2019 to loss €21,7 thousand in the period 1/1-31/12/2020. This deterioration is mainly driven by the increased impairment provisions of assets in 2020 due to COVID-19 pandemic. Further analysis is provided to note 2.14 & 2.16.
Interest and similar expenses decreased by €2,5 million, or 4,8%, from €52,5 million in the twelve months period ended December 31, 2019 to €50,0 million in the twelve months period ended December 31, 2020. This decrease was primarily due to the repayment/cancellation of Intralot Finance UK Ltd loan agreements in the middle of 2019 and the bonds buy-back in the second half of 2019.
Interest and related income decreased by €3,0 million, or 65,2% from €4,6 million in the twelve months period ended December 31, 2019 to €1,6 million in the twelve months period ended December 31, 2020. This decrease is primarily due to lower interest income on bank deposits and trade receivables.
The account "Exchange Differences" in the period 1/1-31/12/2020 of €-9,6 million mainly refers to earnings of approximately €0,5 million from valuation of cash balances in foreign currency other than the functional currency of each entity, earnings of approximately €0,1 million from reclassification of exchange differences reserves to Income Statement based on IFRS 10, as well as losses of amount to €10,2 million from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had as at 31/12/2020, with a different functional currency than the Group.
Losses from equity method consolidations decreased by €19,1 million from €20,6 million in the period 1/1- 31/12/2019 to €1,5 million in the period 1/1-31/12/2020. This is mainly driven by the bigger losses of the Group's associates in Asia affected by COVID-19.
Taxes in the period 1/1-31/12/2020 amounted to €7,2 million, versus €19,2 million in the period 1/1- 31/12/2019. This decrease was primarily due to lower burden in 2020 from the current income tax (mainly due to lower taxable income in Turkey, Australia and Malta), as well as the positive effect of the deferred tax and the lower tax burden from tax audits in 2020.
Further analysis for the accounts Group Income Statement for the period 1/1-31/12/2020 compared to 1/1-31/12/2019 is provided in the ANNUAL Group Management report ("INTRALOT Group MANAGEMENT'S DISCUSSION & ANALYSIS") that has been posted in the website www.intralot.com.
No significant reclassifications were made to the Group's statement of financial position as of 31/12/2020 compared to the 31/12/2019, apart from the reclassification of "Facility A" (note 2.25) from long-term to short-term.
The recent outbreak of COVID-19, together with the various mitigating measures related thereto, has led to economic and financial uncertainty for many consumers. Gaming business, in line with the general trend in the markets, is also facing challenges from the outbreak of the COVID-19. According to late April 2021 H2GC data, Global gaming revenues for 2020 are estimated to close between 2010 and 2011 levels, i.e. around \$361 billion, presenting a global gambling gross win downgrade of -24,1% for 2020, impacted significantly among other factors by the postponement or cancelation of major sporting events and competitions globally (source: April 2021 H2GC data).
Our revenue is largely driven by players' disposable incomes and level of gaming activity and lottery purchases. COVID-19 has resulted in a lack of sports betting content which has further led to delays in the anticipated increase in our EBITDA from the nascent sports betting revenue stream.
The Company's pandemic impact estimation for 2020 is in the vicinity of €25 million at Group's EBITDA level. Apart from assessing the top line impact, our focus has also been on utilizing all available measures that could help alleviate the impact of the pandemic. On that front, our FY EBITDA impact, incorporates the benefits of Group subsidiaries enrollment to all applicable governmental support programs related to personnel furloughs. Besides, furlough support schemes, the Group has also undertaken measures to contain operating expenses across its operations, such as negotiation of supplier terms or restriction of all travelling to the utmost essential. Furthermore, we have also focused on securing our liquidity utilizing different governmental support programs across jurisdictions.
The health and safety of our team remains our top priority. With this in mind, we have immediately complied with all measures imposed by local governments and used technology in order to immediately enable a substantive majority of our personnel to work and collaborate remotely, without affecting the performance and quality standards of the Group.
The beginning of 2021 was overshadowed by restrictions imposed in most of the regions across the world to combat the spread of COVID-19. However, as vaccinations are progressing, governments are starting to loosen COVID-19 measures after months of lockdowns and reopen economic activities. The potential magnitude of COVID-19 for 2021 is continuously assessed and all containment measures assumed in 2020 remain intact and have been enhanced in order to absorb the potential impact in the financial results of 2021. All actions undertaken are designed to counter any drop in business but without affecting our operations and our commitment to deliver state of the art technology to our customers. Based on the current performance of our operations in the first months of 2021 and the actions undertaken by most of our subsidiaries, the Group's pandemic impact for 2021 is not expected to be significant in EBITDA terms.
The ultimate magnitude and length of time that the disruptions from COVID-19 will continue remains uncertain. This uncertainty will require us to continually adapt our strategy and initiatives according to recent developments and effect of COVID-19 in each of the markets the Group operates, and continuously assess the situation, including the impact of changes to government imposed restrictions, changes in customer behaviors, social distancing measures and decreased gaming establishments operating capacity jurisdiction by jurisdiction.
In January 2021, INTRALOT announced that entered into a binding lock-up agreement (the "Lock-up Agreement") with key noteholders in support of the proposed Group capital structure optimization transactions that will address its upcoming maturities and materially deleverage its balance sheet. The above key noteholders consist an ad hoc group of noteholders (the "Ad Hoc Group"), holding in excess of 75% of the EUR 250 million senior unsecured notes due 2021 (the "2021 SUNs"), pursuant to which the parties agree to support the balance sheet optimization transactions. Members of the Ad Hoc Group also hold in excess of 13% of the EUR 500 million senior unsecured notes due 2024 (the "2024 SUNs"). The Lock-up Agreement marks an important milestone in the Group's efforts to implement the transactions that will materially deleverage the Group's balance sheet and enhance its maturity runway and liquidity. This would facilitate the Group to execute its business plan and capitalize on a number of attractive new opportunities across both the lottery and sports betting segments.
The Company announced in January 2021 that has also been in discussions with other noteholders about these transactions and intends to continue to do so post execution of the Lock-Up Agreement.
Intralot Chairman and Chief Executive Officer Sokratis Kokkalis, said: "The execution of the binding Lock-up Agreement is the successful result of a comprehensive balance sheet optimization process launched by the Group. The transactions will significantly improve the Group's capital structure and provide a solid foundation to support future growth and deliver long-term value to all stakeholders. The leadership team would like to thank all of our stakeholders, including our noteholders, creditors, shareholders, employees, and customers, for their commitment and continued support of Intralot throughout the process. We look forward to working together on the next chapter of Intralot's journey." Key terms of the transactions:
Deleveraging will be achieved through two transactions, involving cross-conditional exchange offers to the 2021 SUNs and the 2024 SUNs.
The New SSNs will be issued in an aggregate principal amount of €205 million and will bear a cash interest rate of 5,90% in year one and two of issuance, 7,00% in year three of issuance, and 7,25% thereafter. The Group will also be provided with the option to capitalize interest at an 8,75% paymentin-kind interest rate, in lieu of paying cash interest, for each interest payment period. The New SSNs will mature in September 2025, subject to a springing maturity to September 2024 if the 2024 SUNs maturity is not extended by at least 12 months. The New SSNs will be issued by Intralot Inc. and guaranteed by a) TopCo (together with its subsidiaries, the "New Restricted Group"), b) an entity to be established under the law of The Netherlands as a direct subsidiary of TopCo and the direct parent company of Intralot Inc. ("HoldCo") and c) Intralot Tech – Single Member SA, a company incorporated under the laws of Greece. The New SSNs will be secured by certain assets of the New Restricted Group on a first ranking basis and benefit from the terms of an Intercreditor Agreement to be entered on or about the issue date of the New SSNs to regulate the relative rights of the New SSNs and other permitted debt which may be incurred by the New Restricted Group. The issuance of the New SSNs will be, among others, conditional on the closing of the 2024 Note Exchange.
Each existing holder of the 2024 SUNs will be offered the opportunity to tender their 2024 SUNs in exchange for up to 49% of the share capital of TopCo through an exchange offer. Certain holders of 2024 SUNs who are parties to the Lock-up Agreement and are also members of the Ad Hoc Group (the "Backstop Commitment Parties" and the commitment, the "Backstop Commitment") will provide a backstop to the 2024 Note Exchange by guaranteeing a minimum tender of €68 million of the 2024 SUNs they hold, for 18,7% of the share capital of TopCo ("Backstopped Amount"). The Backstop Commitment is subject to customary terms and conditions. The Backstop Commitment Providers will receive a cash fee of between 4,0%-7,5% of the Backstopped Amount, depending on the amount of 2024 SUNs validly tendered by other holders (and accepted) in the 2024 Note Exchange. The closing of the 2024 Note Exchange will be, among others, conditional on the issuance of the New SSNs.
IGH, together with the other shareholders of TopCo, will enter into a joint venture agreement (the "JV Agreement"), which will govern the rights of the parties as shareholders of TopCo. Minority shareholders will receive certain standard minority protections, as applicable based on their respective holdings in TopCo, including board representation, minority veto rights on specific material matters, anti-dilution protection, tag and drag along protections, and certain exit rights (amongst others).
Under the terms of the Lock-up Agreement:
All conditions to the effectiveness of the Lock-up Agreement have been satisfied.
It is proposed that the transactions referred to above will be implemented in parallel by way of two cross-conditional exchange offers. It is proposed that the 2021 Note Exchange will be affected by way of an exchange offer requiring support from at least 90% of the holders of the 2021 SUNs. If the requisite 90% support is not achieved to implement the 2021 Note Exchange, the Company has alternative plans to implement the 2021 Note Exchange.
The 2024 Note Exchange will be affected via an exchange offer to the holders of 2024 Notes to exchange their 2024 Notes for ordinary shares in TopCo.
Lucid Issuer Services Limited ("Lucid") has been engaged by the Company to act as information agent for the Lock-up Agreement (the "Information Agent"). All holders of 2021 SUNs that have not yet signed the Lock-up Agreement and wish to support the 2021 Note Exchange will need to complete and execute an Accession Agreement to the Lock-up Agreement in their capacity as a holder of 2021 SUNs and provide evidence of their beneficial holdings via the relevant clearing systems to Lucid (acting as Information Agent under the Lock-up Agreement) by no later than 5:00 pm (London time) on 1 st February 2021. All holders of 2021 SUNs are eligible to participate in the Lock-up Agreement.
Subsequently, in February 2021, the Company announced that, further to the passing of the Expiration Time, the Lock-up Agreement has been executed or acceded to by entities holding directly or indirectly 82,62% of the aggregate principal amount of the 2021 SUNs. The Company considers this outcome an important step towards implementing the proposed transaction and would like to thank the participating noteholders for their support. With the current high level of support from holders of the 2021 SUNs, the Company is confident it can implement the 2021 Note Exchange through an out-of-court process, although a scheme of arrangement remains a further viable option. As such, the Company is moving forward with the relevant documentation to implement the proposed transaction, while remaining open to discussions with other noteholders in parallel. The Company will provide a further update regarding next steps in the near-term.
In January 2021, INTRALOT announced that OPAP, the leading Greek gaming operator, exercised its two-year extension option of the contract with INTRALOT for the continuation of the collaboration of the two companies in the field of numerical lotteries and services from August 2021 to July 2023.This extension allows INTRALOT to continue providing its state-of-the-art Lottery Solution, that incorporates its novel core platform "LotosX", launched with great success in 2019, along with several other components and high-quality services. The Lottery Solution enables OPAP to keep optimizing the gaming experience and responsibly increase the engagement of the Greek player community. Our next generation future-proof platform is designed to build scalable ecosystems that meet the growing market demand and fully supports the modernization and digital transformation of OPAP.
In January 2021, INTRALOT announced that during the session of its Board of Directors dated January 18, 2021 it was decided its recomposition into a Body as follows:
The above recomposition of the Board of Directors took place following the resignation of Mr. Christos Dimitriadis from his duties as a non-executive member of the Board of Directors. The other members of the Board of Directors continue the management and representation of the company without the replacement of the resigned member according to par. 2 of article 82 of Law 4548/2018 and in accordance with the relevant provision of the Company's Articles of Association. It is noted that the provisions of article 3 of Law 3016/2002 regarding the number of non-executive and independent members of the Board of Directors are still being met. The Board of Directors of INTRALOT has been elected by the Extraordinary General Meeting of the Shareholders with a six-year term, as from 17.12.2020.
In March 2021, INTRALOT announced the amendment of the contract of INTRALOT Maroc, a subsidiary of the INTRALOT Group acting as games operator in Morocco, with La Marocaine Des Jeux et des Sports (MDJS), a state lottery offering sports betting and other games of chance in Morocco, which was signed in June 2019. According to this amendment, counterparties agree to reduce the duration of the contract, which was initially effective for an 8-year term, ending 31.12.2022. This amendment was designed to enhance resilience in the context of the COVID-19 pandemic repercussions on the overall lottery market. INTRALOT Maroc, which has been a successful partner of MDJS since 2010, will continue to support MDJS with the overall management and operation of its lottery, sports betting, and other games activities.
THE CHAIRMAN OF THE BOD AND GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER AND MEMBER OF THE BOD
S.P. KOKKALIS ID. No. AΙ 091040
C.D. SFATOS ID. No. AH 641907
THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR
A. A. CHRYSOS ID No. AK 544280
Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class
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