Interim / Quarterly Report • Sep 5, 2016
Interim / Quarterly Report
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SEMI-ANNUAL FINANCIAL REPORT (based on the Article 5 of L.3556/2007) FOR THE PERIOD ENDED 30 June, 2016 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
| Statement of the Member of the Board of Directors3 Semi-annual Board of Directors Management Report4 |
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|---|---|
| Report on Review of Interim Financial Information 13 | |
| Interim Financial Statements | |
| ST Half of 2016 14 Income Statement Group/Company 1 |
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| ST Half of 2016 15 Statement of Comprehensive Income Group/Company 1 |
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| Income Statement Group/Company 2ND Quarter of 2016 16 | |
| Statement of Comprehensive Income Group/Company 2ND Quarter of 2016 17 | |
| Statement of Financial Position Group/Company 18 | |
| Statement of changes in Equity Group/Company 19 Cash Flows Statement Group/Company 21 |
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| Notes to the Interim Financial Statements | |
| 1. General information 22 | |
| 2. Summary of significant accounting Policies 22 | |
| 2.1.1 Basis of preparation of the Financial Statements 22 | |
| 2.1.2 Statement of compliance 22 | |
| 2.1.3 Financial Statements 22 2.1.4 Changes in accounting policies 23 |
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| 2.1.5 EBITDA & EBIT 31 | |
| 2.1.6 Significant accounting judgments, estimates and assumptions 31 | |
| 2.1.7 Seasonality and cyclicality of operations 32 | |
| 2.2 Information per Segment 32 | |
| 2.3 Income Tax 34 | |
| 2.4 Income / (expenses) from participations and investments 34 | |
| 2.5 Gain / (loss) from assets disposal, impairment loss & write-off of assets 34 | |
| 2.6 Impairment, write off and provisions for doubtful debts 35 | |
| 2.7 Interest and similar expenses / interest and similar income 35 | |
| 2.8 Exchange differences 35 | |
| 2.9 Tangible and intangible assets 35 | |
| 2.10 Investment in subsidiaries, associates and joint ventures 38 | |
| 2.11 Other financial assets 39 | |
| 2.12 Inventories 40 | |
| 2.13 Cash and cash equivalents 40 | |
| 2.14 Share capital, treasury shares and reserves 40 | |
| 2.15 Dividends 42 2.16 Long term debt 42 |
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| 2.17 Shared based benefits 44 | |
| 2.18 Financial assets and liabilities 44 | |
| 2.19 Supplementary information 50 | |
| A. Business combination and method of consolidation 50 | |
| Ι. Full consolidation 50 | |
| ΙΙ. Equity method 52 | |
| ΙΙΙ. Acquisitions 53 | |
| IV. New companies of the Group 54 | |
| V. Changes in ownership percentage during 2016 54 | |
| VI. Subsidiaries' share capital increase 54 | |
| VII. Strike off – disposal of Group companies 54 | |
| VIII. Discontinued operations 54 | |
| B. Real liens 57 | |
| C. Provisions 58 | |
| D. Personnel employed 58 | |
| E. Related party disclosures 59 | |
| 2.20 Contingent liabilities, assets and commitments 60 A. Litigation cases 60 |
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| B. Fiscal years unaudited by the tax authorities 68 | |
| (i) Subsidiaries 68 | |
| (ii) Associate companies & joint ventures 69 | |
| C. Commitments 70 | |
| (i) Operating lease payment commitments 70 | |
| (ii) Guarantees 70 | |
| (iii) Financial lease payment commitments 70 | |
| 2.21 Comparable figures 71 | |
| 2.22 Subsequent events 71 | |
| 3. Figures and information for the period January 1, 2016 until June 30, 2016 72 |
The
Sokratis P. Kokkalis, Chairman of the Board of Directors
DECLARE THAT
As far as we know:
a. the accompanying interim company and consolidated financial statements of the company "Intralot S.A." for the period 1st January 2016 to 30th June 2016, prepared according to the International Financial Reporting Standards, present truly and fairly the assets and liabilities, equity and the financial results of the Company, as well as of the companies included in the consolidation, according to par. 3 to 5 of article 5 of L. 3556/2007.
b. the semi - annual Board of Directors Management Report presents a true and fair view of the information required according to par. 6 of article 5 of L. 3556/2007.
c. the attached Financial Statements are those approved by the Board of Directors of "Intralot S.A." at 31th August 2016 and have been published to the electronic address www.intralot.com.
The designees
S. P. Kokkalis
A. I. Kerastaris
S. N. Filos
Chairman of the Board of Directors
Group CEO
Member of the Board of Directors
We submit to all interested parties the 1st half of 2016 interim financial statements according to the International Financial Reporting Standards as adopted by the European Union, along with the present report for the period from January 1st to June 30, 2016. The present report of the Board of Directors of the company "INTRALOT S.A. INTEGRATED LOTTERY SYSTEMS AND SERVICES" has been composed according to the provision of par. 6, article 5 of the Law 3556/2007 and to the published executive resolutions 1/434/3-7-2008 and 7/448/11.10.2007 of the Capital Market Commission' Board of Directors.
INTRALOT during the first half of 2016 completed the merger of its Italian activities into Gamenet (controlling 20% of the combined operations), creating one of the leading players in the Italian gaming market, while in Peru it reached an agreement with Nexus Group to sell 80% of Intralot de Peru S.A.C. The above transactions are in line with INTRALOT Group's strategy to create, in selected countries, strategic partnerships with strong local partners that offer substantial synergies and local market know-how, strengthening the development of the local business. Moreover, during the first semester INTRALOT signed a 10 years contract with the State Lottery of Chile for the management of its games and the provision of technological solutions and support services, while it renewed its contracts in Brazil with the State lottery of Minas Gerais, in the Netherlands with the lotteries Nederlandse Staatsloterij and De Lotto and in the Philippines with Pacific Online Systems Corporation (POSC).
At group level, turnover during the first half of 2016 amounted to € 636,9 mil. from € 618,9 mil. in the corresponding period last year, an increase of 2.9%. Earnings before interest, tax, depreciation and amortization (EBITDA), amounted to € 88,9 mil. from € 80,2 mil. in the first half of 2015, an increase of 10.9%. Earnings before taxes declined by 23.9% to € 19,6 mil., while Group net profit after minority interests amounted to € -15,9 mil. from € -22,7 mil. in the first half of 2015. The above results do not include the discontinued operations of the Group's subsidiaries in Italy and Intralot de Peru SAC in Peru. Concerning parent company results, turnover decreased by 26.1% to € 29,1 mil. in the first half of 2016, while profit after tax amounted to € -0,1 mil. from € -0,3 mil. in the first half of 2015.
The Group's cash balance from continuing operations reached €213,1 mil. in the first half of 2016, while total debt from continuing operations reached €723,9 mil., resulting in a total debt of €510,8 mil.
In January 2016, the INTRALOT Group signed a contract with the State Lottery organization of Chile 'Polla Chilena de Beneficencia' S.A. for the management of its games including the provision of integrated, best-of-breed technological solutions and services, as well as operational support services. Polla Chilena operates on a national basis numerical, instant lottery, and sports betting games in Chile. The ten-year contract, plus an option to extend for an additional period of two years, followed a competitive international procurement process. Under the terms of the contract, INTRALOT will install its flagship LOTOS™ O/S Gaming System, as well as 2,700 Photon terminals, incorporating INTRALOT's innovative Icon Digital Imaging technology, plus 800 Genion multifunctional terminals, in Polla Chilena Points of Sale countrywide.
In February 2016, INTRALOT S.A. announced that Diomedes Vassiliou stepped down as Group CFO to pursue other commercial interests effective February 29, 2016. The Board of Directors of INTRALOT thanked Mr. Vassiliou for his contribution and appointed Mr. George Koliastasis as new Group CFO, effective March 1, 2016. Mr. Koliastasis held the role of INTRACOM Holdings Group CFO prior to his appointment at INTRALOT. He has also served as CFO at Vodafone Greece, as Finance and Administration Director in consumer product multinationals and has held managerial positions in financial institutions.
In March 2016, INTRALOT Group announced that its subsidiary, INTRALOT do Brasil, signed a sixyear renewal contract to continue to operate the lottery games in the State of Minas Gerais in Brazil. The renewed contract follows an initial successful six-year operation contract signed between the two parties, which has become a major funding source for social policy, education and health care initiatives in the district. INTRALOT deployed more than 2,500 of its proprietary terminals in this period and established 1,700 Points of Sales statewide. Currently, INTRALOT offers five games (Keno, Multiplix, Minas 5, Lotomias and Totolot). In the new contract period it is expected to expand even further its gaming portfolio adding Virtual Games initially in 400 points of sales, as well as alternative channels. INTRALOT will continue to have the complete operation of the project, including all related services.
In April 2016, INTRALOT Group announced that its subsidiary, INTRALOT NEDERLAND BV, signed an extension contract with the Nederlandse Staatsloterij/De Lotto lotteries, which announced their merger and the establishment of a new gaming entity. The extension contract has a three-year term, until April 2019, plus an option to extend for one additional year. The extension of the contract followed an initial successful six-year operation, which was sealed in 2008 after a dual international tender conducted by both lotteries. Under the terms of the extension contract, INTRALOT will continue to provide its best-in-class LOTOSTM O/S platform, along with the related services, connected to its 5,000 proprietary terminals, blended in a unique tailor made POS solution for the Dutch Lotteries. INTRALOT also provides a Prime and a Disaster Data Center, a call center for retailers and players, added to the industry-leading product solutions and services offered that will continue to facilitate the operations of the new merged entity.
In May 2016, Intralot Group announced that it reached an agreement with Nexus Group to sell 80% of Intralot de Peru S.A.C., its 100% owned subsidiary in Peru, and will continue to be the company's technological provider. Intralot Group will keep a 20% participation in Intralot de Peru S.A.C.'s capital stock. Intralot de Peru S.A.C. operates numerical games and sports betting in the country through a network of 3,700 POS and the Internet. The agreement is in line with Intralot Group's strategy to create, in selected countries, strategic partnerships with strong local partners that offer substantial synergies and local market know-how, strengthening the development of the local business. Closing of this transaction is subject to the completion of certain condition precedents typical for this kind of transactions, including third party consents. The Company will follow-up with further announcements as required by regulation.
In May 2016, INTRALOT signed an extension contract with Pacific Online Systems Corporation (POSC), a public listed company that runs the games of the Philippines Charity Sweepstakes Office (PCSO), until 31 August 2018. This is the 5th amendment between the two parties, since the establishment of their cooperation in 2006 that has resulted to a continuous growth and expansion of services for POSC. Under the terms of the extension contract, INTRALOT will continue to supply POSC with the industry's most advanced and reliable LOTOS™ online lottery system and provide the company with 1,200 terminals plus an additional 800 main units to be connected in the expanded network of PoS.
In June 28, 2016, the INTRALOT Group and Trilantic Capital Partners Europe (TCP), the controlling shareholder of Gamenet S.p.A. ("Gamenet"), announced that they completed the combination of the Italian activities of the INTRALOT Group into Gamenet. This step followed the announcement of the signature of a Memorandum of Understanding (MoU) which was communicated on March 21, 2016, and the signature of binding arrangements in respect thereto communicated on May 26, 2016. The completion of the transaction was cleared by the competent Antitrust Authority and became effective on July 1, 2016. The INTRALOT Group will control 20% of the combined operations and TCP approx. 80%. This transaction creates one of the leading players in the Italian gaming market, as the combined group has pro-forma revenues of approx. €1 billion and will become one of the largest operators in the Italian gaming market with a network of approximately 750 betting shops that will continue to use the INTRALOT's brand name, approx. 8,200 VLTs, over 50,000 AWPs licenses and more than 60 directly owned and managed gaming halls.
In July 11, 2016, INTRALOT announced the completion of the acquisition of a strategic stake in a leading gaming company in Bulgaria, Eurobet, via its Bulgarian subsidiary, BILOT, following the approval by the Competition Protection Commission. This step followed the acquisition agreement of Eurobet, which was announced in April 6, 2016. Specifically, BILOT acquired a 49% stake in Eurobet, a company that offers to the Bulgarian market numerical games and scratch tickets through a network of 1,100 Points of Sales countrywide. INTRALOT already has a strong presence in
the country as the 49% owner of Eurofootball, offering Fixed Odds and Live Betting thorough a network of 850 shops, since 2002.
In August 2016, INTRALOT announced that it has entered into discussions on an exclusive basis with Tatts regarding a potential sale of INTRALOT's Australian and New Zealand businesses. The Company will proceed to the relative announcements as required by regulation obligations should any definite agreement is concluded.
The lottery industry experiences significant changes and is facing both increased challenges and a wealth of opportunities. Regulatory initiatives, market liberalization, technological convergence, new business models and the need to attract new customer demographics all set the pace of change and the bases of very interesting developments. By leveraging the industry's intrinsic values of contribution to social causes, preservation and advancement of responsible gaming practices and brand loyalty and trust, lotteries have unique advantages to compete in an open market across the globe.
With presence in 54 jurisdictions in all 5 continents, the Company runs projects in advanced and mature gaming markets, but it also has contracts in developing markets and projects in immature markets with significant growth potential. INTRALOT aims to further penetrate its existing markets with the continuous improvement of products and services and the development of new technologies. At the same time its goal is to improve the profitability of the projects, mainly by reducing the operating costs and increasing the productivity.
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:
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
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 balance sheet. 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 risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group took measures to obtain certain policies to monitor the liquidity in order to hold liquid assets that can cover Group's liabilities.
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 a significant 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. 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 – 30/6/2016 (in thousand € - total operations) |
|||||
|---|---|---|---|---|---|
| Foreign | Currency | Effect in Earnings | Effect in Equity | ||
| Currency | Movement | before taxes | |||
| 5% | 293 | 1.681 | |||
| USD: | -5% | -265 | -1.521 | ||
| 5% | 1.186 | 881 | |||
| TRY: | -5% | -1.073 | -797 | ||
| 5% | 143 | 863 | |||
| PEN: | -5% | -129 | -781 | ||
| 5% | 134 | -1.169 | |||
| BRL: | -5% | -122 | 1.057 | ||
| 5% | 355 | 1.158 | |||
| JMD: | -5% | -321 | -1.048 | ||
| 5% | 277 | 83 | |||
| ARS: | -5% | -251 | -75 | ||
| 5% | -6 | 677 | |||
| RON: | -5% | 6 | -612 |
| Sensitivity Analysis in Currency movements amounts of the period 1/1 – 30/6/2015 (in thousand € - total operations) |
|||||
|---|---|---|---|---|---|
| Foreign | Currency | Effect in Earnings | Effect in Equity | ||
| Currency | Movement | before taxes | |||
| USD: | 5% | -154 | 2.533 | ||
| -5% | 140 | -2.292 | |||
| TRY: | 5% | 1.450 | 1.537 | ||
| -5% | -1.312 | -1.391 | |||
| PEN: | 5% | 166 | 143 | ||
| -5% | -150 | -130 | |||
| BRL: | 5% | -173 | -652 | ||
| -5% | 157 | 590 | |||
| JMD: | 5% | 417 | 1.172 | ||
| -5% | -377 | -1.061 | |||
| ARS: | 5% | 348 | 140 | ||
| -5% | -315 | -127 | |||
| RON: | 5% | -37 | 786 | ||
| -5% | 34 | -712 |
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 June 30, 2016, taking into account the impact of financial hedging products, approximately 72% of the Group's borrowings are at a fixed rate (31/12/2015: 71%). As a result, the impact of interest rate fluctuations in operating results and cash flows of the Group's operating activities is small, as shown in the following sensitivity analysis.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates after the impact of financial hedging products. With all other variables held constant, the Group's profit before tax is affected by the impact on floating rate, as follows:
| Amounts for | |||||
|---|---|---|---|---|---|
| 1/1-30/6/2016 | Change in interest rate | Effect on profit before tax | |||
| Euribor 1M | +/- 1% | 1.000 | |||
| Amounts for | |||||
| 1/1-30/6/2015 | Change in interest rate | Effect on profit before tax | |||
| Euribor 1M | +/- 1% | 1.000 |
Sensitivity Analysis of Group Loans in Interest Rates Changes
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. 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,
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
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 our opinion, solution for the governments to finance these deficits. Nevertheless, such measures may affect INTRALOT's financial results.
The most important transactions between the Company and its related parties as per IAS 24 are presented on the table below:
| Income | Expense | ||||
|---|---|---|---|---|---|
| Group (total operations) |
1/1/2016- 30/6/2016 |
1/1/2015- 30/6/2015 |
1/1/2016- 30/6/2016 |
1/1/2015- 30/6/2015 |
|
| Intracom Holdings Group | 138 | 63 | 1.358 | 2.134 | |
| Hellenic Lotteries S.A. | 2.558 | 8.591 | 0 | 0 | |
| Baltech LTD | 0 | 0 | 0 | 1.006 | |
| Other related parties | 1.113 | 1.273 | 1.838 | 1.641 | |
| Executives and members of the board | 0 | 0 | 4.966 | 5.727 | |
| Total | 3.809 | 9.927 | 8.162 | 10.508 |
| Income | Expense | ||||
|---|---|---|---|---|---|
| Company | 1/1/2016- 30/6/2016 |
1/1/2015- 30/6/2015 |
1/1/2016- 30/6/2016 |
1/1/2015- 30/6/2015 |
|
| Inteltek Internet AS | 6.247 | 12.748 | 0 | 0 | |
| Intracom Holdings Group | 13 | 33 | 1.339 | 2.132 | |
| Bilyoner Interaktif Hizmelter A.S. | 4.641 | 4.612 | 0 | 0 | |
| Intralot Inc | 2.619 | 1.872 | 36 | 0 | |
| Intralot International LTD | 149 | 172 | 667 | 2.130 | |
| Intralot Finance UK PLC | 0 | 0 | 7.948 | 3.504 | |
| Intralot Finance Luxembourg S.A. | 0 | 0 | 0 | 9.445 | |
| Hellenic Lotteries S.A. | 2.558 | 6.811 | 0 | 0 | |
| Azerinteltek AS | 586 | 2.467 | 0 | 0 | |
| Intralot Services S.A. | 43 | 45 | 1.830 | 764 | |
| Eurofootball Print Ltd | 36 | 1.713 | 0 | 0 | |
| Intralot Maroc S.A. | 1.050 | 85 | -42 | -54 | |
| Other related parties | 6.540 | 6.374 | 1.086 | 865 | |
| Executives and members of the board | 0 | 0 | 2.280 | 2.877 | |
| Total | 24.482 | 36.932 | 15.144 | 21.663 |
| Receivable | Payable | ||||
|---|---|---|---|---|---|
| Group | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Intracom Holdings Group | 8.377 | 8.495 | 16.134 | 15.802 | |
| Lotrich Information Co LTD | 914 | 4.480 | -4 | 1 | |
| Hellenic Lotteries S.A. | 4.375 | 1.403 | 0 | 0 | |
| Bit8 Limited | 3.379 | 2.232 | 753 | 474 | |
| Gamenet Group SpA | 3.500 | 0 | 3.500 | 0 | |
| Other related parties | 14.737 | 15.249 | 5.029 | 5.141 | |
| Executives and members of the board | 351 | 711 | 154 | 507 | |
| Total | 35.633 | 32.570 | 25.566 | 21.925 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| Receivable | Payable | ||||
|---|---|---|---|---|---|
| Company | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Inteltek Internet AS | 1.095 | 2.007 | 0 | 0 | |
| Intracom Holdings Group | 6.945 | 7.158 | 15.406 | 15.057 | |
| Intralot Inc | 9.010 | 6.773 | 690 | 471 | |
| Pollot Sp.zoo | 3.755 | 7.985 | 0 | 0 | |
| Intralot de Peru SAC | 346 | 10.587 | 0 | 0 | |
| Loteria Moldovei S.A. | 1.514 | 1.515 | 0 | 0 | |
| LotRom S.A. | 1.663 | 1.663 | 13.903 | 13.901 | |
| Intralot Nederland B.V. | 2.561 | 2.089 | 0 | 11 | |
| Betting Company S.A. | 487 | 625 | 5.470 | 5.160 | |
| Betting Cyprus LTD | 0 | 0 | 3.914 | 3.914 | |
| Intralot Do Brazil LTDA | 20.820 | 19.952 | 0 | 0 | |
| Intralot Australia PTY LTD | 4.329 | 3.650 | 0 | 2 | |
| Intralot Beijing Co LTD | 0 | 0 | 2.729 | 2.896 | |
| Maltco LTD | 1.900 | 2.000 | 11 | 0 | |
| Intralot Dominicana S.A. | 2.087 | 2.360 | 0 | 0 | |
| Intralot Finance UK PLC | 0 | 17 | 235.444 | 241.004 | |
| Intralot Gaming Services PTY LTD | 8.249 | 7.894 | 20 | 20 | |
| Intralot Finance Luxembourg S.A. | 2.163 | 2.163 | 0 | 0 | |
| Lotrich Information Co LTD | 914 | 4.480 | -4 | 1 | |
| Hellenic Lotteries S.A. | 1.076 | 1.403 | 0 | 0 | |
| Intralot Holdings & Services S.p.A. | 0 | 30 | 0 | 1.036 | |
| Azerinteltek AS | 586 | 1.110 | 0 | 0 | |
| Intralot Gaming Machines S.p.A. | 0 | 1.335 | 0 | 0 | |
| Ilot Capital UK LTD | 0 | 0 | 26.243 | 20.513 | |
| Ilot Investments UK LTD | 0 | 0 | 26.243 | 20.513 | |
| Intralot Services S.A. | 614 | 569 | 1.553 | 936 | |
| Intralot Maroc S.A. | 1.516 | 564 | 0 | 0 | |
| Other related parties | 13.934 | 14.259 | 29 | 1.598 | |
| Executives and members of the board | 0 | 0 | 0 | 246 | |
| Total | 85.564 | 102.188 | 331.651 | 327.279 |
From the Company's income for the period 1/1-30/6/2016, €9.588 thousand (1/1-30/6/2015: €16.295 thousand) relate to dividends from subsidiaries and associate companies Inteltek Internet AS and Bilyoner AS.
From the Group's income for the period 1/1-30 /6/2015, €1.780 thousand concern dividends from related company Hellenic Lotteries SA.
The BoD and Key Management Personnel fees for the Group and the Company for the period 1/1- 30/6/2016 were €5,0 million and €2,3 million respectively (1/1-30/6/2015: €5,7 million and €2,9 million respectively).
From the data presented above, but also from the financial statements, you can configure a complete picture of the Group for the period 1/1-30 /6/2016.
Maroussi, 31 August 2016 Sincerely, Group CEO
Antonios I. Kerastaris
To the Shareholders of the company "INTRALOT SA INTEGRATED LOTTERY SYSTEMS AND
We have reviewed the accompanying condensed separate and consolidated statement of financial position of «INTRALOT SA INTEGRATED LOTTERY SYSTEMS AND SERVICES» (the "Company") as at 30 June 2016 and the relative condensed separate and consolidated statements of comprehensive income , changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes, that constitute the condensed interim financial information, which is an integral part of the six-month financial report under the L. 3556/2007. Management is responsible for the preparation and presentation of this condensed interim financial information, in accordance with International Financial Reporting Standards, as adopted by the European Union (EU) and which apply to Interim Financial Reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this condensed interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard "IAS 34".
Based on our review, we concluded that the content of the six-month financial report, as required by article 5 of L.3556/2007, is consistent with the accompanying condensed interim financial information.
Athens, 2 September 2016
Certified Public Accountants Auditors
Evagelos D. Kosmatos Institute of CPA (SOEL) Reg. No. 13561
Associated Certified Public Accountants s.a. member of Crowe Horwath International
3, Fok. Negri Street – 112 57 Athens, Greece Institute of CPA (SOEL) Reg. No. 125
Georgios Deligiannis Institute of CPA (SOEL) Reg. No 15791
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| INTERIM FINANCIAL STATEMENTS | |
|---|---|
| INCOME STATEMENT GROUP / COMPANY | FOR THE 1ST HALF OF 2016 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/1-30/6/2016 | 1/1-30/6/2015 | 1/1-30/6/2016 | 1/1-30/6/2015 |
| Sale Proceeds | 2.2 | 636.871 | 618.937 | 29.092 | 39.349 |
| Less: Cost of Sales | -517.673 | -502.821 | -19.333 | -25.982 | |
| Gross Profit /(loss) |
119.198 | 116.116 | 9.759 | 13.367 | |
| Other Operating Income | 10.210 | 12.387 | 14.447 | 35.075 | |
| Selling Expenses | -27.414 | -27.332 | -5.264 | -3.854 | |
| Administrative Expenses | -42.404 | -45.600 | -6.498 | -6.257 | |
| Research and Development Expenses | -2.697 | -4.353 | -2.663 | -4.316 | |
| Other Operating Expenses | 2.6 | -1.375 | -3.471 | -12.327 | -4.146 |
| EBIT | 2.1.5 | 55.518 | 47.747 | -2.546 | 29.869 |
| EBITDA | 2.1.5 | 88.899 | 80.165 | 2.800 | 34.278 |
| Income/(expenses) from participations and investments | 2.4 | -1.358 | 802 | 9.599 | -19.912 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 2.5 | -1.772 | 248 | 5 | 0 |
| Interest and similar expenses | 2.7 | -34.124 | -34.756 | -9.643 | -14.399 |
| Interest and similar income | 2.7 | 6.236 | 7.832 | 1.640 | 1.947 |
| Exchange Differences | 2.8 | -3.146 | 5.775 | -454 | 2.823 |
| Profit / (loss) from equity method consolidations | -1.773 | -1.932 | 0 | 0 | |
| Operating Profit/(loss) before tax from continuing operations | 19.581 | 25.716 | -1.399 | 328 | |
| Tax | 2.3 | -15.315 | -25.369 | 1.340 | -612 |
| Profit / (loss) after tax from continuing operations (a) | 4.266 | 347 | -59 | -284 | |
| Profit / (loss) after tax from discontinued operations (b) 1 | 35.288 | -8.310 | 0 | 0 | |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) | 39.554 | -7.963 | -59 | -284 | |
| Attributable to: | |||||
| Equity holders of parent | |||||
| -Profit/(loss) from continuing operations | -15.894 | -22.684 | -59 | -284 | |
| -Profit/(loss) from discontinued operations 1 | 2.19 | 35.288 | -8.310 | 0 | 0 |
| 19.394 | -30.994 | -59 | -284 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 20.160 | 23.031 | 0 | 0 | |
| -Profit/(loss) from discontinued operations 1 | 2.19 | 0 | 0 | 0 | 0 |
| 20.160 | 23.031 | 0 | 0 | ||
| Earnings/(loss) after tax per share (in €) from total operations | |||||
| -basic | 2.19 | 0,1225 | -0,1956 | -0,0004 | -0,0018 |
| -diluted | 2.19 | 0,1225 | -0,1956 | -0,0004 | -0,0018 |
| Weighted Average number of shares | 158.379.761 | 158.490.975 | 158.379.761 | 158.490.975 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/1-30/6/2016 | 1/1-30/6/2015 | 1/1-30/6/2016 | 1/1-30/6/2015 | |
| Net Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) |
39.554 | -7.963 | -59 | -284 | ||
| Attributable to: | ||||||
| Equity holders of parent | ||||||
| -Profit/(loss) from continuing operations | -15.894 | -22.684 | -59 | -284 | ||
| -Profit/(loss) from discontinued operations 1 | 35.288 | -8.310 | 0 | 0 | ||
| 19.394 | -30.994 | -59 | -284 | |||
| Non-Controlling Interest | ||||||
| -Profit/(loss) from continuing operations -Profit/(loss) from discontinued operations 1 |
20.160 | 23.031 | 0 | 0 | ||
| 0 20.160 |
0 23.031 |
0 0 |
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 | 311 | -8 | 0 | 0 | ||
| Amounts that may be reclassified to profit or loss: | ||||||
| Valuation of available- for -sale financial assets of parent and subsidiaries |
2.11 | -1.279 | -919 | -1 | 1 | |
| Share of valuation of available- for -sale financial assets of associates and joint ventures |
0 | 0 | 0 | 0 | ||
| Derivatives valuation of parent and subsidiaries | -67 | -32 | -67 | 0 | ||
| Exchange differences on translating foreign operations of subsidiaries | 2.14 | -1.317 | 1.096 | 0 | 0 | |
| Share of exchange differences on translating foreign operations of | ||||||
| associates and joint ventures | 2.14 | -2.683 | 7.164 | 0 | 0 | |
| Other comprehensive income/ (expenses) after tax | -5.035 | 7.301 | -68 | 1 | ||
| Total comprehensive income / (expenses) after tax | 34.519 | -662 | -127 | -283 | ||
| Attributable to: | ||||||
| Equity holders of parent | 17.175 | -23.327 | -127 | -283 | ||
| Non-Controlling Interest | 17.344 | 22.665 | 0 | 0 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| INCOME STATEMENT GROUP / COMPANY |
FOR THE 2ND QUARTER OF 2016 | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | GROUP | COMPANY | ||
| 1/4-30/6/2016 | 1/4-30/6/2015 | 1/4-30/6/2016 | 1/4-30/6/2015 | ||
| Sale Proceeds | 2.2 | 331.890 | 292.930 | 15.239 | 24.212 |
| Less: Cost of Sales | -271.630 | -238.340 | -8.634 | -13.737 | |
| Gross Profit /(loss) |
60.260 | 54.590 | 6.605 | 10.475 | |
| Other Operating Income | 3.940 | 7.487 | 9.445 | 33.588 | |
| Selling Expenses | -13.958 | -12.869 | -2.212 | -1.830 | |
| Administrative Expenses | -21.109 | -23.236 | -3.228 | -3.249 | |
| Research and Development Expenses | -863 | -2.238 | -848 | -2.249 | |
| Other Operating Expenses | 2.6 | -691 | -2.323 | -12.265 | -4.147 |
| EBIT | 2.1.5 | 27.579 | 21.411 | -2.503 | 32.588 |
| EBITDA | 2.1.5 | 44.392 | 37.919 | 179 | 34.808 |
| Income/(expenses) from participations and investments | 2.4 | -2.426 | 1.687 | 4.958 | -24.588 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 2.5 | -1.669 | -434 | 0 | 0 |
| Interest and similar expenses | 2.7 | -16.754 | -17.086 | -4.770 | -7.165 |
| Interest and similar income | 2.7 | 3.042 | 4.011 | 876 | 931 |
| Exchange Differences | 2.8 | 468 | -3.000 | -7 | -1.324 |
| Profit / (loss) from equity method consolidations | -854 | -1.162 | 0 | 0 | |
| Operating Profit/(loss) before tax from continuing operations | 9.386 | 5.427 | -1.446 | 442 | |
| Tax | 2.3 | -6.394 | -12.494 | 1.166 | 301 |
| Profit / (loss) after tax from continuing operations (a) | 2.992 | -7.067 | -280 | 743 | |
| Profit / (loss) after tax from discontinued operations (b) 1 | 37.417 | -6.146 | 0 | 0 | |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) | 40.409 | -13.213 | -280 | 743 | |
| Attributable to: | |||||
| Equity holders of parent | |||||
| -Profit/(loss) from continuing operations | -6.011 | -15.928 | -280 | 743 | |
| -Profit/(loss) from discontinued operations 1 | 2.19 | 37.417 | -6.146 | 0 | 0 |
| 31.406 | -22.074 | -280 | 743 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 9.003 | 8.861 | 0 | 0 | |
| -Profit/(loss) from discontinued operations 1 | 2.19 | 0 | 0 | 0 | 0 |
| 9.003 | 8.861 | 0 | 0 | ||
| Earnings/(loss) after tax per share (in €) from total operations | |||||
| -basic | 2.19 | 0,1983 | -0,1393 | -0,0018 | 0,0047 |
| -diluted | 2.19 | 0,1983 | -0,1393 | -0,0018 | 0,0047 |
| Weighted Average number of shares | 158.379.761 | 158.490.975 | 158.379.761 | 158.490.975 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/4-30/6/2016 | 1/4-30/6/2015 | 1/4-30/6/2016 | 1/4-30/6/2015 | |
| Net Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) |
40.409 | -13.213 | -280 | 743 | ||
| Attributable to: | ||||||
| Equity holders of parent | ||||||
| -Profit/(loss) from continuing operations | -6.011 | -15.928 | -280 | 743 | ||
| -Profit/(loss) from discontinued operations 1 | 37.417 | -6.146 | 0 | 0 | ||
| 31.406 | -22.074 | -280 | 743 | |||
| Non-Controlling Interest | ||||||
| -Profit/(loss) from continuing operations | 9.003 | 8.861 | 0 | 0 | ||
| -Profit/(loss) from discontinued operations 1 | 0 | 0 | 0 | 0 | ||
| 9.003 | 8.861 | 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 | 412 | 2 | 0 | 0 | ||
| Amounts that may be reclassified to profit or loss: | ||||||
| Valuation of available- for -sale financial assets of parent and subsidiaries |
2.11 | -222 | -177 | -5 | 2 | |
| Share of valuation of available- for -sale financial assets of associates and joint ventures |
0 | 0 | 0 | 0 | ||
| Derivatives valuation of parent and subsidiaries | -17 | -32 | -17 | 0 | ||
| Exchange differences on translating foreign operations of subsidiaries | 2.14 | 3.921 | -15.245 | 0 | 0 | |
| Share of exchange differences on translating foreign operations of | 2.14 | 1.483 | -3.479 | 0 | 0 | |
| associates and joint ventures | ||||||
| Other comprehensive income/ (expenses) after tax | 5.577 | -18.931 | -22 | 2 | ||
| Total comprehensive income / (expenses) after tax |
45.986 | -32.144 | -302 | 745 | ||
| Attributable to: | ||||||
| Equity holders of parent | 36.714 | -35.926 | -302 | 745 | ||
| Non-Controlling Interest | 9.272 | 3.782 | 0 | 0 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| ASSETS | ||||||
| Tangible assets | 2.9 | 130.257 | 166.445 | 17.910 | 17.338 | |
| Investment property | 2.9 | 5.255 | 5.805 | 0 | 0 | |
| Intangible assets | 2.9 | 321.886 | 328.827 | 84.298 | 83.144 | |
| Investment in subsidiaries, associates and joint ventures | 2.10 | 120.758 | 40.863 | 181.522 | 172.294 | |
| Other financial assets | 2.11 | 23.004 | 26.085 | 3.242 | 3.243 | |
| Deferred Tax asset | 6.462 | 9.115 | 0 | 0 | ||
| Other long term receivables | 55.154 | 70.225 | 144 | 200 | ||
| Total Non-Current Assets | 662.776 | 647.365 | 287.116 | 276.219 | ||
| 2.12 | 38.730 | 42.591 | 25.937 | 24.064 | ||
| Inventories | 166.779 | 202.732 | 111.291 | 127.092 | ||
| Trade and other short term receivables | 0 | 0 | 0 | 0 | ||
| Other financial assets | 2.13 | 213.086 | 276.609 | 42.616 | 35.859 | |
| Cash and cash equivalents | ||||||
| Total Current Assets | 418.595 | 521.932 | 179.844 | 187.015 | ||
| Assets held for sale 1 | 2.19 | 31.967 | 0 | 0 | 0 | |
| TOTAL ASSETS | 1.113.338 | 1.169.297 | 466.960 | 463.234 | ||
| EQUITY AND LIABILITIES | ||||||
| Share capital | 2.14 | 47.689 | 47.689 | 47.689 | 47.689 | |
| Treasury shares | 2.14 | -670 | -490 | -670 | -490 | |
| Other reserves | 2.14 | 58.829 | 62.211 | 45.659 | 45.727 | |
| Foreign currency translation | 2.14 | -58.489 | -59.410 | 0 | 0 | |
| Retained earnings | 2.15 | 101.398 | 79.563 | 7.273 | 7.332 | |
| Reserves from profit / (loss) recognized directly in other | ||||||
| comprehensive income and are related to assets held | 2.19 | -2.164 | 0 | 0 | 0 | |
| for sale 1 | ||||||
| Total equity attributable to shareholders of the | 146.593 | 129.563 | 99.951 | 100.258 | ||
| parent | ||||||
| Non-Controlling Interest | 61.669 | 77.819 | 0 | 0 | ||
| Total Equity | 208.262 | 207.382 | 99.951 | 100.258 | ||
| Long term debt | 2.16 | 507.001 | 716.094 | 287.806 | 280.673 | |
| Staff retirement indemnities | 5.246 | 6.879 | 3.263 | 3.412 | ||
| Other long term provisions | 2.19 | 6.058 | 6.638 | 4.970 | 4.665 | |
| Deferred Tax liabilities | 16.197 | 16.142 | 6.409 | 6.700 | ||
| Other long term liabilities | 18.395 | 19.113 | 0 | 0 | ||
| Finance lease obligation | 2.20 | 1.073 | 1.966 | 0 | 0 | |
| Total Non-Current Liabilities | 553.970 | 766.832 | 302.448 | 295.450 | ||
| 104.227 | 135.280 | 60.476 | 62.200 | |||
| Trade and other short term liabilities | 215.801 | 36.180 | 125 | 1.358 | ||
| Short term debt and finance lease | 6.847 | 14.986 | 0 | 608 | ||
| Current income tax payable | 2.19 | 9.093 | 8.637 | 3.960 | 3.360 | |
| Short term provision | 335.968 | 195.083 | 64.561 | 67.526 | ||
| Total Current Liabilities | ||||||
| Liabilities directly related to assets held for sale 1 | 2.19 | 15.138 | 0 | 0 | 0 | |
| TOTAL LIABILITIES | 905.076 | 961.915 | 367.009 | 362.976 | ||
| TOTAL EQUITY AND LIABILITIES | 1.113.338 | 1.169.297 | 466.960 | 463.234 |
¹ The Group's subsidiaries activities in Italy and those of Intralot de Peru SAC are presented as assets held for sale pursuant to IFRS 5 note 2.19.A.VIII)
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousand of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Foreign currency translation |
Retained Earnings |
Assets held for sale 1 reserves |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Opening Balance 1 January 2016 | 47.689 | -490 | 30.561 | 31.650 | -59.410 | 79.563 | 0 | 129.563 | 77.819 | 207.382 |
| Effect on retained earnings from previous years adjustments | 35 | 35 | 81 | 116 | ||||||
| Subsidiary share capital return | 0 | -3.375 | -3.375 | |||||||
| Period's results | 19.394 | 19.394 | 20.160 | 39.554 | ||||||
| Other comprehensive income / (expenses) after tax | -930 | -1.243 | -46 | -2.219 | -2.816 | -5.035 | ||||
| Dividends to equity holders of parent / non-controlling interest | 0 | -30.200 | -30.200 | |||||||
| Discontinued operations | 2.164 | -2.164 | 0 | 0 | ||||||
| Transfer between Reserves | -2.378 | -74 | 2.452 | 0 | 0 | |||||
| Repurchase of own shares | -180 | -180 | -180 | |||||||
| Balances as at 30 June 2016 |
47.689 | -670 | 28.183 | 30.646 | -58.489 | 101.398 | -2.164 | 146.593 | 61.669 | 208.262 |
1Reserves from profit / (loss) recognized directly in other comprehensive income and are related to assets held for sale (note 2.19.Α.VIII)
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousand of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Foreign currency translation |
Retained Earnings |
Assets held for sale reserves |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Opening Balance 1 January 2015 | 47.689 | -490 | 26.001 | 33.806 | -57.090 | 167.563 | 0 | 217.479 | 100.060 | 317.539 |
| Effect on retained earnings from previous years adjustments | -5 | -5 | 1 | -4 | ||||||
| Subsidiary share capital increase | 0 | 154 | 154 | |||||||
| Period's results | -30.994 | -30.994 | 23.031 | -7.963 | ||||||
| Other comprehensive income / (expenses) after tax | -949 | 8.620 | -4 | 7.667 | -366 | 7.301 | ||||
| Dividends to equity holders of parent / non-controlling interest | 0 | -52.111 | -52.111 | |||||||
| Transfer between Reserves | 2.948 | -538 | -2.410 | 0 | 0 | |||||
| Balances as at 30 June 2015 |
47.689 | -490 | 28.949 | 32.319 | -48.470 | 134.150 | 0 | 194.147 | 70.769 | 264.916 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousand of €) |
Share Capital |
Treasury Shares |
Legal Reserve | Other Reserves | Retained Earnings |
Total |
|---|---|---|---|---|---|---|
| Opening Balance 1 January 2016 | 47.689 | -490 | 15.896 | 29.831 | 7.332 | 100.258 |
| Period's results | -59 | -59 | ||||
| Other comprehensive income /(expenses) after tax | -68 | -68 | ||||
| Repurchase of own shares | -180 | -180 | ||||
| Balances as at 30 June 2016 |
47.689 | -670 | 15.896 | 29.763 | 7.273 | 99.951 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousand of €) |
Share Capital |
Treasury Shares |
Legal Reserve | Other Reserves | Retained Earnings |
Total |
|---|---|---|---|---|---|---|
| Opening Balance 1 January 2015 |
47.689 | -490 | 15.896 | 30.168 | 10.420 | 103.683 |
| Effect on retained earnings from previous years adjustments | -18 | -18 | ||||
| Period's results | -284 | -284 | ||||
| Other comprehensive income /(expenses) after tax | 1 | 1 | ||||
| Transfer between Reserves | -542 | 542 | 0 | |||
| Balances as at 30 June 2015 |
47.689 | -490 | 15.896 | 29.627 | 10.660 | 103.382 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand of € (total operations) |
Note | 1/1- 30/6/2016 |
1/1- 30/6/2015 |
1/1- 30/6/2016 |
1/1- 30/6/2015 |
| Operating activities | |||||
| Profit / (loss) before tax from continuing operations |
19.581 | 25.716 | -1.399 | 328 | |
| Profit / (loss) before tax from discontinued operations |
2.19 | 36.270 | -8.103 | 0 | 0 |
| Profit / (loss) before Taxation | 55.851 | 17.613 | -1.399 | 328 | |
| Plus / Less adjustments for: | |||||
| Depreciation and Amortization | 49.756 | 47.641 | 5.346 | 4.409 | |
| Provisions | 2.5/2.6 | 2.669 | 2.417 | -1.923 | 5.523 |
| Results (income, expenses, gain and loss) | 2.4/2.5 | -37.214 | -6.029 | -9.228 | -18.845 |
| from Investing Activities Interest and similar expenses |
2.8/2.10 2.7 |
35.122 | 35.154 | 9.643 | 14.399 |
| Interest and similar Income | 2.7 | -6.363 | -7.887 | -1.640 | -1.947 |
| Plus / Less adjustments for changes in working capital: |
|||||
| Decrease / (increase) of Inventories | -215 | 1.576 | -1.873 | 4.531 | |
| Decrease / (increase) of Receivable Accounts |
-251 | -13.075 | 10.101 | 8.417 | |
| (Decrease) / increase of Payable Accounts | 1.843 | -19.151 | -2.523 | -12.761 | |
| (except Banks) Less: Income Tax Paid |
15.028 | 16.507 | 0 | 0 | |
| Total inflows / (outflows) from operating activities (a) |
86.170 | 41.752 | 6.504 | 4.054 | |
| Investing Activities | |||||
| (Purchases) / Sales of subsidiaries, associates, joint ventures and other investments |
2.11 2.19 |
-22.632 | 10.600 | 1.245 | -171 |
| Purchases of tangible and intangible assets | 2.9 | -28.731 | -35.957 | -6.865 | -6.668 |
| Proceeds from sales of tangible and intangible assets |
2.9 | 2.343 | 1.519 | 7 | 0 |
| Interest received | 4.664 | 7.374 | 1.159 | 379 | |
| Dividends received | 1.011 | 1.867 | 8.350 | 3.976 | |
| Total inflows / (outflows) from investing activities (b) |
-43.345 | -14.597 | 3.896 | -2.484 | |
| Financing Activities | |||||
| Subsidiary share capital return | -3.375 | 0 | 0 | 0 | |
| Repurchase of own shares | -180 | 0 | -180 | 0 | |
| Cash inflows from loans | 2.16 | 22.122 | 24.838 | 10.000 | 19.604 |
| Repayment of loans | 2.16 | -35.819 | -24.508 | -10.747 | -5.947 |
| Bond buy backs | 2.16 | -14.332 | -39.714 | 0 | 0 |
| Repayments of finance lease obligations | -5.743 | -5.775 | 0 | 0 | |
| Interest and similar expenses paid | -31.489 | -33.764 | -3.168 | -5.711 | |
| Dividends paid | 2.15 | -27.959 | -19.678 | 0 | 0 |
| Total inflows / (outflows) from financing activities (c) |
-96.775 | -98.601 | -4.095 | 7.946 | |
| Net increase / (decrease) in cash and cash equivalents for the period (a) + (b) + (c ) |
-53.950 | -71.446 | 6.305 | 9.516 | |
| Cash and cash equivalents at the beginning of the period |
2.13 | 276.609 | 416.925 | 35.859 | 7.875 |
| Net foreign exchange difference | -3.175 | -5.558 | 452 | -434 | |
| Cash and cash equivalents at the end of the period from total operations |
2.13 | 219.484 | 339.921 | 42.616 | 16.957 |
| Less: Cash and cash equivalents at the end of the period from discontinued operations |
2.19 | -6.398 | 0 | 0 | 0 |
| Cash and cash equivalents at the end of the period from continuing operations |
2.13 | 213.086 | 339.921 | 42.616 | 16.957 |
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 54 countries and states, with approximately 5.200 employees and revenues of €1,91 billion for 2015, INTRALOT has established its presence on all 5 major continents.
The interim condensed financial statements of the Group and the Company for the period ended June 30, 2016 were approved by the Board of Directors on August 31, 2016.
The attached financial statements have been prepared on the historical cost basis, except for the available-for-sale financial assets 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. The attached financial statements are presented in Euros and all values are rounded to the nearest thousand (€'000) except if indicated otherwise.
These financial statements for the period ended 30 June 2016 have been prepared in accordance with IAS 34 "Interim Financial Reporting". Those interim condensed financial statements do not include all the information and disclosures required by IFRS in the annual financial statements and should be read in conjunction with the Group's and Company's annual financial statements as at 31st December 2015.
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 June 30, 2016, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2015), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning on January 1, 2016.
New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on 1st January 2016. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted. The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard.
In January 2014, the IASB issued an interim Standard, IFRS 14 "Regulatory Deferral Accounts". The aim of this interim Standard is to enhance the comparability of financial reporting by entities that are engaged in rate-regulated activities. Many countries have industry sectors that are subject to rate regulation, whereby governments regulate the supply and pricing of particular types of activity by private entities. This can include utilities such as gas, electricity and water. Rate regulation can have a significant impact on the timing and amount of an entity's revenue. IFRS does not provide any specific guidance for rate-regulated activities. The IASB has a project to consider the broad issues of rate regulation and plans to publish a Discussion Paper on this subject. Pending the outcome of this comprehensive Rate-regulated Activities project, the IASB decided to develop IFRS 14 as an interim measure. IFRS 14 permits first-time adopters to continue to recognise amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognise such amounts, the Standard requires that the effect of rate regulation must be presented separately from other items. An entity that already presents IFRS financial statements is not eligible to apply the Standard. These amendments do not affect Group financial statements and have not yet been endorsed by the European Union.
(COMMISSION REGULATION (EU) No.2015/29 of 17th December 2014, L 5/11 -9/1/2015)
This applies to annual accounting periods starting on or after 1st February 2015. Earlier application is permitted.
In November 2013 the IASB issued narrow scope amendments in IAS 19 "Employee Benefits". The narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. These amendments do not affect Group financial statements.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
(COMMISSION REGULATION (EU) No. 2015/2231 of 2nd December 2015, , L 317/19 -3/12/2015)
In May 2014, the IASB published amendments to IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible Assets". IAS 16 and IAS 38 both establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. These amendments do not affect Group financial statements.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
(COMMISSION REGULATION (EU) No. 2015/2113 of 23rd November 2015, L 306/7 -24/11/2015)
In June 2014, the IASB published amendments that change the financial reporting for bearer plants. The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment in IAS 16 "Property, Plant and Equipment", because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, instead of IAS 41. These amendments do not affect Group financial statements.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
(COMMISSION REGULATION (EU) No. 2015/2173 of 24th November 2015, L 307/11 -25/11/2015)
In May 2014, the IASB published amendments to IFRS 11 "Joint Arrangements". IFRS 11 addresses the accounting for interests in joint ventures and joint operations and adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions. These amendments do not affect Group financial statements.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
(COMMISSION REGULATION (EU) No. 2015/2441 of 18th December 2015, L 336/49 -23/12/2015) In August 2014, the IASB published amendments to IAS 27 "Separate Financial Statements". The amendments to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Intralot SA will continue accounting, in its separate financial statements, for investments in subsidiaries, joint ventures and associates either at cost or in accordance with IFRS 9.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
In December 2014, the IASB published amendments to IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of Interests in other entities" and IAS 28 "Investments in Associates and Joint Ventures". The amendments introduce clarifications to the requirements when accounting for investment entities. The amendments also provide relief in particular circumstances, which will reduce the costs of applying the Standards. These amendments do not affect Group financial statements. These amendments have not yet been endorsed by the European Union.
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
(COMMISSION REGULATION (EU) No. 2015/2406 of 18th December 2015, L 333/97 -19/12/2015)
In December 2014, the IASB published amendments to IAS 1 "Presentation of Financial Statements". The amendments are designed to further encourage companies to apply professional judgement in determining what information to disclose in their financial statements. For example, the amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should use professional judgement in determining where and in what order information is presented in the financial disclosures. The Group has taken into account the amendments during the preparation of its financial statements.
IASB in its annual improvement program published in December 2013, a Cycle of narrow scope amendments to existing Standards. The amendments hold for the annual fiscal periods beginning on or after the 1st of February, 2015. The above amendments will not have significant effect on the Group's financial statements.
(COMMISSION REGULATION (EU) No.2015/28 of 17th December 2014, L 5/1 -9/1/2015)
Definitions of "vesting conditions" and "market conditions" are amended and the definitions of "performance conditions" and "service conditions" are added (previously were part of the "vesting conditions" definition).
The amendment clarifies that the contingent consideration that is classified as financial asset or liability shall be measured at fair value at each reporting date.
The amendment requires that an entity shall disclose the judgements made by the management in applying the aggregation criteria in operating segments. It also clarifies that the entity shall provide reconciliations of the total reportable segments' assets to the entity's assets only if the segments assets are reported regularly.
The amendment clarifies that the issue of IFRS 13 and the amendments of IFRS 9 and IAS 39 did not result in the deletion of the ability to measure short-term receivables and payables with no stated interest rate at invoice amounts without discounting, when the effect of not discounting is immaterial.
The amendment clarifies that when an item of property, plant and equipment is revalued, the gross carrying amount is adjusted in a manner that is consistent with revaluation of the carrying amount of the asset and the accumulated depreciation is eliminated against the gross carrying amount of the asset.
The amendment clarifies that the entity, or any member of a group of which is part, provides "key management personnel" services to the reporting entity or to the parent of the reporting entity, is a related party to the reporting entity.
The amendment clarifies that when an intangible asset is revalued, the gross carrying amount is adjusted in a manner that is consistent with revaluation of the carrying amount of the asset and the accumulated depreciation is eliminated against the gross carrying amount of the asset.
Also, IASB in its annual improvement program published in September 2014, one new Cycle of narrow scope amendments to existing Standards. The amendments hold for the annual fiscal periods
beginning on or after the 1st of January, 2016. The above amendments will not have significant effect on the Group's financial statements.
(COMMISSION REGULATION (EU) No. 2015/2343 of 15th December 2015, L 330/20 -16/12/2015)
The amendment clarifies the accounting for a change in a disposal plan from a plan to sell a noncurrent asset (or disposal group) to a plan to distribute a non-current asset (or disposal group), and provides guidance in IFRS 5 for the discontinuation of held for distribution accounting.
The amendment clarifies how an entity should apply the guidance in paragraph 42C of IFRS 7 to a servicing contract in order to decide whether a servicing contract is "continuing involvement" for the purposes of applying the disclosure requirements in paragraphs 42E–42H of IFRS 7.
The amendment clarifies that for the determination of the rate used to discount post-employment benefit obligations, the depth of the market for high quality corporate bonds should be assessed at the currency level.
The amendment clarifies the meaning of disclosure of information "elsewhere in the interim financial report" in paragraph 16A of IAS 34 and requires the inclusion of a cross-reference from the interim financial statements to the location of this information.
The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2017 and have not been adopted from the Group earlier.
This applies to annual accounting periods starting on or after 1st January 2018. Earlier application is permitted.
In July 2014, the IASB completed the last phase of IAS 39 replacement by issuing IFRS 9 "Financial Instruments". The package of improvements introduced by IFRS 9 includes a logical model for classification and measurement, a single, forward-looking 'expected loss' impairment model and a substantially-reformed approach to hedge accounting.
Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. IFRS 9 introduces a logical approach for the classification of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held. This single, principle-based approach replaces existing rulebased requirements that are generally considered to be overly complex and difficult to apply. The new model also results in a single impairment model being applied to all financial instruments, thereby removing a source of complexity associated with previous accounting requirements.
During the financial crisis, the delayed recognition of credit losses on loans (and other financial instruments) was identified as a weakness in existing accounting standards. As part of IFRS 9, the IASB has introduced a new, expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis.
IFRS 9 introduces a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new model represents a significant overhaul of hedge accounting that aligns the accounting treatment with risk management activities, enabling entities to better reflect these activities in their financial statements. In addition, as a result of these changes, users of the financial statements will be provided with better information about risk management and the effect of hedge accounting on the financial statements.
IFRS 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. This change in accounting means that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognised in profit or loss. Early application of this improvement to financial reporting, prior to any other changes in the accounting for financial instruments, is permitted by IFRS 9.
The Group is in the process of evaluating the effect of IFRS 9 on its financial statements. IFRS 9 has not been endorsed yet by the European Union and cannot, therefore, be implemented earlier by the Group. Only when it has been endorsed will the Group decide whether or not it will implement IFRS 9 before 1st January 2018.
This applies to annual accounting periods starting on or after 1st January 2018. Earlier application is permitted.
On 16.12.2011 and on 19.11.2013, the IASB issued an amendment in IFRS 7, adding in the Standard disclosures related to the transition to IFRS 9. The amendment has not yet been endorsed by the European Union. The Group is in the process of evaluating the effect of the amendment on its financial statements.
This applies to annual accounting periods starting on or after 1st January 2018. Earlier application is permitted.
In May 2014, the International Accounting Standards Board (IASB), responsible for International Financial Reporting Standards (IFRS), and the Financial Accounting Standards Board (FASB), responsible for US Generally Accepted Accounting Principles (US GAAP), jointly issued a converged Standard on the recognition of revenue from contracts with customers. The Standard will improve the financial reporting of revenue and improve comparability of the financial statements globally.
Revenue is a vital metric for users of financial statements and is used to assess a company's financial performance and prospects. However, the previous requirements of both IFRS and US GAAP were
different and often resulted in different accounting for transactions that were economically similar. Furthermore, while revenue recognition requirements of IFRS lacked sufficient detail, the accounting requirements of US GAAP were considered to be overly prescriptive and conflicting in certain areas.
Responding to these challenges, the boards have developed new, fully converged requirements for the recognition of revenue in both IFRS and US GAAP—providing substantial enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and US GAAP.
This new Standard replaces IAS 18, IAS 11 and the Interpretations IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31 that are related to revenue recognition. The core principle of the new Standard is for companies to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new Standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.
The Group will assess the impact of the amendment on its financial statements. This amendment has not yet been endorsed by the European Union.
This applies to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted if IFRS 15 "Revenue from Contracts with Customers" has also been applied.
In January 2016, the IASB issued a new accounting Standard, called IFRS 16 "Leases" that replaces IAS 17 "Leases", and related Interpretations. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor').
As for lessee, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as is required by IAS 17 and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognise:
(a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and
(b) depreciation of lease assets separately from interest on lease liabilities in the income statement.
As for lessor, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.
The Group will assess the impact of the new standard on its financial statements. This new standard has not yet been endorsed by the European Union.
This applies to annual accounting periods starting on or after 1st January 2017. Earlier application is permitted.
In January 2016 the IASB issued amendments in IAS 7 "Statement of Cash Flows" about improvements to disclosures. These disclosures require companies to provide information about
changes in their financing liabilities arising from financing activities, including changes from cash flows and non-cash changes (such as foreign exchange gains or losses).
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 1st January 2017. Earlier application is permitted.
In January 2016 the IASB issued amendments in IAS 12 "Income Taxes" about Recognition of Deferred Tax Assets for Unrealized Losses, clarifying how to account for deferred tax assets related to debt instruments measured at fair value to address diversity in practice.
The Group will assess the impact of the new standard on its financial statements. This new standard has not yet been endorsed by the European Union.
In September 2014, the IASB announced that the amendments apply to annual accounting periods starting on or after 1st January 2016. In December 2015 it was announced that application is indefinitely deferred. Earlier application is permitted.
In September 2014, the IASB published amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures". The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. 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 1st January 2018. Earlier application is permitted.
In June 2016 the IASB issued amendments in IFRS 2 "Share-based Payment", clarifying how to account for certain types of share-based payment transactions. The amendments, which were developed through the IFRS Interpretations Committee, provide requirements on the accounting for:
The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, as well as the Decision 6/448/11.10.2007 of the BoD of Hellenic Capital Market Commission and the relative Circular no.34 defines "EBITDA" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Exchange Differences", "Interest and related income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Exchange Differences", "Interest and related 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 and | GROUP | |||
|---|---|---|---|---|
| EBITDA (continuing operations): | 1/1-30/6/2016 | 1/1-30/6/2015 | ||
| Operating profit/(loss) before tax | 19.581 | 25.716 | ||
| Profit/(loss) from equity method consolidation | 1.773 | 1.932 | ||
| Exchange differences | 3.146 | -5.775 | ||
| Interest and related income | -6.236 | -7.832 | ||
| Interest and similar expenses | 34.124 | 34.756 | ||
| Income / (expenses) from participations and investments | 1.358 | -802 | ||
| Gain / (loss) from assets disposal, impairment loss & write-off of assets |
1.772 | -248 | ||
| EBIT | 55.518 | 47.747 | ||
| Depreciation and amortization | 33.381 | 32.418 | ||
| EBITDA | 88.899 | 80.165 | ||
| Reconciliation of operating profit before tax to EBIT and EBITDA (continuing operations): |
COMPANY 1/1-30/6/2016 |
1/1-30/6/2015 | ||
| Operating profit/(loss) before tax | -1.399 | 328 | ||
| Exchange differences | 454 | -2.823 | ||
| Interest and related income | -1.640 | -1.947 | ||
| Interest and similar expenses | 9.643 | 14.399 | ||
| Income / (expenses) from participations and investments | -9.599 | 19.912 | ||
| Gain / (loss) from assets disposal, impairment loss & write-off of | ||||
| -5 | 0 | |||
| assets | ||||
| EBIT Depreciation and amortization |
-2.546 5.346 |
29.869 4.409 |
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, 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 of the interim condensed financial statements for the period ended on June 30, 2016 and have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are consistent with those applied and were valid at the reporting date of the annual financial statements of 31rst December 2015.
The Group revenue can fluctuate due to seasonality in some components of the worldwide operations. In particular, the majority of the Group sports betting revenue are generated from bets placed on European football, which has an off-season in the European summer that typically causes a corresponding periodic decrease in the Group revenue. In addition, Group revenue from lotteries can be somewhat dependent on the size of jackpots of lottery games during the relevant period. The Group revenue may also be affected by the scheduling of major football events that do not occur annually, notably the FIFA World Cup and UEFA European Championships, and by the performance of certain teams within specific tournaments, particularly where the national football teams, in the markets where the Group earns the majority of its revenue, fail to qualify for the World Cup. Furthermore, the cancellation or curtailment of significant sporting events, for example due to adverse weather, traffic or transport disruption or civil disturbances, may also affect Group revenue. This information is provided to allow for a better understanding of the revenue, however, Group management has concluded that this is not "highly seasonal" in accordance with IAS 34.
Intralot Group is active in 54 countries and states, and the segmentation of its subsidiaries is performed based on their geographical position. The financial results are presented in the following operating geographical segments:
| European Union: | Greece, Italy, Malta, Cyprus, Poland, Luxembourg, Spain, United Kingdom, Nederland, | ||||||
|---|---|---|---|---|---|---|---|
| Romania, Bulgaria, Germany, Slovakia, Croatia and Republic of Ireland. | |||||||
| Other Europe: | Russia and Moldova and Guernsey | ||||||
| America: | USA, Peru, Brazil, Argentina, Mexico, Jamaica, Chile, Colombia, Guatemala, Dominican | ||||||
| Republic, Suriname, Uruguay, Curacao and St. Lucia. | |||||||
| Other Countries: | Australia, New Zealand, China, South Africa, Turkey, South Korea, Lebanon, | ||||||
| Azerbaijan, Taiwan and Morocco. |
No two operating segments have been added.
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".
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| (in million €) | European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 240,03 | 2,99 | 274,76 | 119,09 | 0,00 | 636,87 |
| Intragroup sales | 28,12 | 0,00 | 0,46 | 0,01 | -28,59 | 0,00 |
| Total Sales | 268,15 | 2,99 | 275,22 | 119,10 | -28,59 | 636,87 |
| (Debit)/Credit interest & similar (expenses)/income |
-27,14 | -0,10 | -2,23 | 2,32 | -0,74 | -27,89 |
| Depreciation/Amortization | -17,14 | -1,12 | -11,90 | -5,11 | 1,89 | -33,38 |
| Profit/(loss) consolidated with equity method |
-0,25 | 0,00 | -0,02 | -1,50 | 0,00 | -1,77 |
| Write-off & impairment of assets | -0,02 | 0,00 | -0,10 | -0,09 | 0,00 | -0,21 |
| Write-off & impairment of investments |
-39,50 | 0,00 | 0,00 | 0,00 | 39,50 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables |
-19,32 | 0,00 | -0,34 | -0,24 | 19,04 | -0,86 |
| Reversal of doubtful provisions & recovery of written off receivables |
14,37 | 0,00 | 0,00 | 0,00 | -14,07 | 0,30 |
| Profit/(Loss) before tax and continuing operations |
-43,38 | -0,05 | 21,03 | 31,73 | 10,25 | 19,58 |
| Tax | -1,34 | -0,85 | -3,89 | -9,23 | 0,00 | -15,31 |
| Profit/(Loss) after tax from continuing operations |
-44,72 | -0,90 | 17,14 | 22,50 | 10,25 | 4,27 |
| Profit/(Loss) after tax from discontinued operations |
-4,15 | 0,00 | 1,74 | 0,00 | 37,70 | 35,29 |
| Profit/(Loss) after tax from total operations |
-48,87 | -0,90 | 18,88 | 22,50 | 47,95 | 39,56 |
| (in million €) | European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 183,21 | 2,78 | 278,80 | 154,15 | 0,00 | 618,94 |
| Intragroup sales | 27,86 | 0,00 | 0,25 | 0,02 | -28,13 | 0,00 |
| Total Sales | 211,07 | 2,78 | 279,05 | 154,17 | -28,13 | 618,94 |
| (Debit)/Credit interest & similar (expenses)/income |
-30,10 | -0,10 | -1,59 | 5,29 | -0,42 | -26,92 |
| Depreciation/Amortization | -15,59 | -0,92 | -13,11 | -4,70 | 1,90 | -32,42 |
| Profit/(loss) consolidated with equity method |
0,00 | 0,00 | 0,00 | -1,93 | 0,00 | -1,93 |
| Write-off & impairment of assets | -0,06 | 0,00 | -0,57 | 0,00 | 0,00 | -0,63 |
| Write-off & impairment of investments |
-36,21 | 0,00 | 0,00 | 0,00 | 36,21 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables |
-4,07 | 0,02 | -0,45 | -0,13 | 4,06 | -0,57 |
| Reversal of doubtful provisions & recovery of written off receivables |
34,92 | 0,00 | 0,00 | 0,00 | -34,92 | 0,00 |
| Profit/(Loss) before tax and continuing operations |
20,43 | 0,01 | 14,52 | 39,06 | -48,30 | 25,72 |
| Tax | -6,73 | -0,23 | -5,76 | -12,65 | 0,00 | -25,37 |
| Profit/(Loss) after tax from continuing operations |
13,70 | -0,22 | 8,76 | 26,41 | -48,30 | 0,35 |
| Profit/(Loss) after tax from discontinued operations |
-12,68 | 0,00 | 2,94 | 0,00 | 1,43 | -8,31 |
| Profit/(Loss) after tax from total operations |
1,02 | -0,22 | 11,70 | 26,41 | -46,87 | -7,96 |
| Revenue per business activity (continuing operations) |
|||||||
|---|---|---|---|---|---|---|---|
| (in thousand €) | 30/6/2016 | 30/6/2015 | Change | ||||
| Licensed operations | 466.190 | 468.467 | -0,49% | ||||
| Management contracts | 59.619 | 50.795 | 17,37% | ||||
| Technology and support services | 111.062 | 99.675 | 11,42% | ||||
| Total | 636.871 | 618.937 | 2,90% |
| GROUP (continuing operations) | 30/6/2016 | 30/6/2015 |
|---|---|---|
| Current income tax | 14.444 | 18.109 |
| Deferred income tax | 1.058 | 1.991 |
| Tax audit differences and other tax non-deductible | -187 | 5.269 |
| Total income tax expense reported in income statement |
15.315 | 25.369 |
The income tax expense for the Company was calculated to 29% and 26% on the taxable profit of the periods 1/1-30/6/2016 and 1/1-30/6/2015 respectively.
| COMPANY | 30/6/2016 | 30/6/2015 |
|---|---|---|
| Current income tax | 0 | 0 |
| Deferred income tax | -290 | 612 |
| Tax audit differences and other tax non-deductible | -1.050 | 0 |
| Total income tax expense reported in income statement |
-1.340 | 612 |
| (continuing operations) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | ||
| Income from dividends | 1.025 | 1.811 | 9.677 | 16.295 | |
| Gain from sale of participations and investments |
251 | 1.243 | 0 | 0 | |
| Other income from participations and investments |
4 | 5 | 0 | 5 | |
| Total income from participations and investments |
1.280 | 3.059 | 9.677 | 16.300 | |
| Loss from sale of participations and investments |
-2.638 | -2.257 | 0 | 0 | |
| Loss from impairment / write-offs of participations and investments |
0 | 0 | -78 | -36.212 | |
| Total expenses from participations and investments |
-2.638 | -2.257 | -78 | -36.212 | |
| Net result from participations | -1.358 | 802 | 9.599 | -19.912 | |
| and investments |
| (continuing operations) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | |
| Gain from disposal of tangible and intangible assets |
46 | 1.222 | 5 | 0 |
| Loss from disposal of tangible and intangible assets |
-1.615 | -346 | 0 | 0 |
| Loss from impairment and write-off of tangible and intangible assets |
-203 | -628 | 0 | 0 |
| Net result from tangible and intangible assets |
-1.772 | 248 | 5 | 0 |
Included in other operating expenses:
| (continuing operations) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | ||
| Provisions for doubtful receivables from subsidiaries |
0 | 0 | 11.910 | 4.065 | |
| Provisions for doubtful receivables from debtors |
793 | 538 | 272 | 0 | |
| Receivables write off from debtors | 67 | 24 | 0 | 0 | |
| Receivables write off from associates | 0 | 4 | 0 | 0 | |
| Total | 860 | 566 | 12.182 | 4.065 |
| (continuing operations) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30/6/2016 | 30/6/2015 | 30/6/2016 | 30/6/2015 | ||
| Interest Expense | -30.090 | -31.161 | -9.408 | -13.461 | |
| Loss on derivatives | 0 | 0 | 0 | 0 | |
| Finance costs | -3.346 | -3.581 | -235 | -938 | |
| Discounting | -688 | -14 | 0 | 0 | |
| Total Interest and similar expenses | -34.124 | -34.756 | -9.643 | -14.399 | |
| Interest Income | 5.983 | 7.550 | 1.640 | 1.947 | |
| Gains on derivatives | 0 | 0 | 0 | 0 | |
| Discounting | 253 | 282 | 0 | 0 | |
| Total Interest and similar Income | 6.236 | 7.832 | 1.640 | 1.947 | |
| Net Interest and similar Income / (Expenses) |
-27.888 | -26.924 | -8.003 | -12.452 |
The Group reported in the Income Statement for the first half of 2016 losses from «Exchange differences» amounting to €3.146 thousand (first half of 2015: profit €5.775 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad, with a different functional currency than the Group, had on 30/6/2016 as well as from valuation of trade receivables (from third parties and associates) in USD of the Company on 30/6/2016.
During the first half of 2016, the Group acquired tangible (owner occupied) and intangible assets with acquisition cost €33.943 thousand (first half 2015: €40.459 thousand). From the above acquisitions, amount of €3.062 thousand refers to discontinued operations.
Also, during the first half of 2016, the Group sold tangible (owner occupied) and intangible assets with a net book value of €3.966 thousand (first half 2015: €1.384 thousand), making a net loss amounting to €1.568 thousand (first half 2015: net gain €877 thousand) which was recorded in the account "Gain/(loss) from assets disposal, impairment loss & write-off of assets". From the above sales a net book value amount of € 1 thousand (net profit of € 1 thousand), relates to discontinued operations.
During the first half of 2016, the Group proceeded to writes-offs and impairments of tangible (owneroccupied) and intangible assets with a net book value of €889 thousand (first half 2015: €808
thousand), which were recorded in the account "profit / (loss) from assets disposal, impairment loss & write-off of assets". From the above write offs and impairments amount €686 thousand refers to discontinued operations (first half 2015: €179 thousand).
During the first half of 2016, the Group derecognized fixed (owner-occupied) and intangible assets with a net book value of € 15.169 thousand due to the merger of its activities in Italy (note 2.19.A.VIII.A).
The net book value of tangible (owner-occupied and investment) and intangible assets of the Group decreased in the first half of 2016 due to foreign exchange valuation differences by €2,3 million.
Management tests goodwill for impairment annually (December 31st ) or more frequently if events occur or changes in circumstances indicate that the carrying value may have been reduced in accordance with accounting practice described in note 2.1.6.a «Business Combination and Goodwill" of the annual Financial Statements of December 31st 2015.
The Group tested goodwill for impairment on 31/12/2015 and the key assumptions that are used for the determination of the recoverable amount are disclosed below. 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, which are the operating segments for impairment testing purposes:
| CGU | Goodwill | Intangible assets with indefinite useful life |
|||
|---|---|---|---|---|---|
| 30/6/2016 ¹ | 31/12/2015 | 30/6/2016 | 31/12/2015 | ||
| European Union | 5.687 | 5.837 | 2.300 | 2.300 | |
| Other Europe | 0 | 0 | 0 | 0 | |
| America | 19.811 | 21.496 | 2.736 | 2.936 | |
| Other countries | 46.671 | 47.105 | 0 | 0 | |
| Total | 72.169 | 74.438 | 5.036 | 5.236 |
¹ The reduction of goodwill in the first half of 2016 by € 2.269 thousand is due solely to foreign currency translation differences of goodwill valuation on acquisitions of foreign subsidiaries with a different functional currency made by the Group in the past.
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 estimated by extrapolating the projections based on the budgets using a steady or declining growth rate for subsequent years, which does not exceed the longterm 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 five years where has signed revenue contracts beyond five years as well as in cases where management believes that based on market data and renewals track record of the Group, it is very possible the renewal of the relevant contracts beyond the five year 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 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 use value 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 | 2015 | 2014 |
|---|---|---|
| European Union | -0,9% - 5,4% | 0,0% - 10,3% |
| Other Europe | n/a | n/a |
| America | 0,0% - 10,1% | 0,0% - 8,0% |
| Other countries | 0,0% - 8,8% | 0,0% - 6,3% |
The factors taken into account for the calculation of the growth rate beyond the budgets period 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.
| CGU | 2015 | 2014 |
|---|---|---|
| European Union | 0,0% - 2,7% | 0,0% - 3,0% |
| Other Europe | n/a | n/a |
| America | 0,0% - 6,0% | 0,0% - 4,0% |
| Other countries | 0,0% - 3,6% | 0,0% - 12,2% |
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. Cost of debt based on the interest rate of the Group loans. The specific risk of each country is incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors «beta» evaluated annually based on published market data.
| CGU | 2015 | 2014 |
|---|---|---|
| European Union | 7,0% - 7,4% | 7,0% - 8,6% |
| Other Europe | n/a | n/a |
| America | 23,1% - 38,3% | 28,8% - 37,5% |
| Other countries | 11,9% - 14,0% | 11,0% - 13,7% |
On 31/12/15, 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 percentage point to the growth rate beyond the budget period and the discount rates). 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 | 30/6/2016 | 31/12/2015 |
|---|---|---|---|---|
| Lotrich Information Co LTD | 40% | Taiwan | 5.715 | 5.570 |
| Goreward LTD Group | 49,99% | China | 26.123 | 29.614 |
| Intralot South Africa LTD | 45% | South Africa | 354 | 376 |
| Bit8 Ltd Group | 35% | Malta | 5.046 | 5.303 |
| Gamenet Group SpA | 20% | Italy | 83.520 | 0 |
| Total | 120.758 | 40.863 |
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES | 30/6/2016 | 31/12/2015 |
|---|---|---|
| Opening Balance | 40.863 | 32.608 |
| Participation in net profit / (loss) of associates and joint ventures | -1.773 | -4.063 |
| New acquisitions | 0 | 5.750 |
| Dividends | 0 | -59 |
| Translation differences | -1.850 | 8.224 |
| Return of capital | 0 | -1.300 |
| Transfer to investment properties | 0 | -265 |
| Companies merge (note 2.19.Α.VIII.A) | 83.520 | 0 |
| Other | -2 | -32 |
| Closing Balance | 120.758 | 40.863 |
| COMPANY INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation |
Country | 30/6/2016 | 31/12/2015 |
|---|---|---|---|---|
| Lotrich Information Co LTD | 40% | Taiwan | 5.131 | 5.131 |
| Intralot South Africa LTD | 45% | South Africa | 1.000 | 1.000 |
| Total | 6.131 | 6.131 |
| COMPANY INVESTMENT IN SUBSIDIARIES |
% Participation |
Country | 30/6/2016 | 31/12/2015 |
|---|---|---|---|---|
| Intralot De Peru SAC | 99,98% | Peru | 26.309 | 15.759 |
| Intralot Holdings International LTD | 100% | Cyprus | 8.464 | 8.464 |
| Betting Company S.A. | 95% | Greece | 139 | 139 |
| Inteltek Internet AS | 20% | Turkey | 66.081 | 67.326 |
| Bilyoner Interactif Hizmelter AS | 50,01% | Turkey | 10.751 | 10.751 |
| Intralot Global Securities BV | 100,00% | Nederland | 57.028 | 57.028 |
| Loteria Moldovei SA | 47,90% | Moldova | 656 | 656 |
| Intralot Iberia Holdings SA | 100% | Spain | 5.638 | 5.638 |
| Other | 325 | 402 | ||
| Total | 175.391 | 166.163 | ||
| Grand Total | 181.522 | 172.294 |
| COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES |
30/6/2016 | 31/12/2015 |
|---|---|---|
| Opening Balance | 172.294 | 209.661 |
| Increase of share capital in existing subsidiaries | 0 | 105 |
| Establishment of new subsidiaries | 0 | 40 |
| Subsidiaries provisions for impairment | -78 | -36.212 |
| Return of capital from associates | 0 | -1.300 |
| Return of capital from subsidiaries | -1.245 | 0 |
| Receivables capitalization | 10.551 | 0 |
| Closing Balance | 181.522 | 172.294 |
Other financial assets which in total have been classified by the Group as "Available for sale" and "Held to maturity" are analyzed as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | ||
| Opening Balance | 26.085 | 37.256 | 3.243 | 3.254 | |
| Purchases | 1.503 | 1.650 | 0 | 0 | |
| Return of Capital | -3.299 | -10.727 | 0 | 0 | |
| Disposals | -3 | -311 | 0 | 0 | |
| Fair value revaluation | -1.278 | -1.746 | -1 | -11 | |
| Foreign exchange differences | -4 | -37 | 0 | 0 | |
| Closing balance | 23.004 | 26.085 | 3.242 | 3.243 | |
| Quoted securities | 1.532 | 1.812 | 23 | 24 | |
| Unquoted securities | 21.472 | 24.273 | 3.219 | 3.219 | |
| Total | 23.004 | 26.085 | 3.242 | 3.243 | |
| Long-term Financial Assets | 23.004 | 26.085 | 3.242 | 3.243 | |
| Short-term Financial Assets | 0 | 0 | 0 | 0 | |
| Total | 23.004 | 26.085 | 3.242 | 3.243 |
During the first half of 2016, the Group losses arising from the valuation at fair value of the above financial assets amounting to €1.278 thousand (first half 2015: losses €921 thousand) are analyzed in losses amounting to €1.281 thousand (first half 2015: losses €919 thousand) recorded in a separate equity reserve and in profits amounting to €3 thousand (first half 2015: losses of €2 thousand) recognized in the income statement. Respectively for the Company, losses amounting €1 thousand (first
half 2015: profits of €1 thousand) are analyzed in losses amounting to €1 thousand (first half of 2015: profits €1 thousand) recorded in a separate equity reserve.
For investments that are actively traded in organized financial markets, 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 | ||||
|---|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | ||
| Merchandise – Equipment | 39.687 | 37.847 | 27.690 | 25.817 | |
| Other | 2.880 | 8.080 | 0 | 0 | |
| Total | 42.567 | 45.927 | 27.690 | 25.817 | |
| Provisions for impairment | -3.837 | -3.336 | -1.753 | -1.753 | |
| Total | 38.730 | 42.591 | 25.937 | 24.064 |
For the first half of 2016, the amount transferred to profit and loss from disposals/usage of inventories is €5.965 thousand (first half 2015: €5.204 thousand) for the Group while the respective amount for the Company is €2.157 thousand (first half 2015: €7.043 thousand) and is included in "Cost of Sales".
| Reconciliation of changes in | GROUP | COMPANY | ||
|---|---|---|---|---|
| inventories provision for impairment | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 |
| Opening balance for the period | 3.336 | 3.353 | 1.753 | 1.753 |
| Period provisions 1 | 500 | 0 | 0 | 0 |
| Reversed provisions | 0 | -2 | 0 | 0 |
| Foreign exchange differences | 1 | -15 | 0 | 0 |
| Closing balance for the period | 3.837 | 3.336 | 1.753 | 1.753 |
1Included in «Cost of sales»
There are no liens on reserves.
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.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/6/2016 31/12/2015 |
30/6/2016 | 31/12/2015 | ||
| Cash and bank current accounts | 168.917 | 270.240 | 25.666 | 35.859 |
| Short term time deposits | 44.169 | 6.369 | 16.950 | 0 |
| Total | 213.086 | 276.609 | 42.616 | 35.859 |
The time deposits denominated in foreign currency relate mainly to currency exchange contracts (which have the nature of a time deposit and not of a derivative financial asset).
2.14 SHARE CAPITAL, TREASURY SHARES AND RESERVES
| Total number of authorized shares | 30/6/2016 | 31/12/2015 |
|---|---|---|
| Ordinary shares of nominal value €0,30 each | 158.961.721 | 158.961.721 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| Issued and fully paid shares | Number of ordinary shares |
€'000 |
|---|---|---|
| Balance 1 January 2015 | 158.961.721 | 47.689 |
| Issue of new shares | 0 | 0 |
| Balance 31 December 2015 | 158.961.721 | 47.689 |
| Issue of new shares | 0 | 0 |
| Balance 30 June 2016 | 158.961.721 | 47.689 |
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 which took place on the 11.06.2014, as amended by the resolution of the Shareholder's Annual General Meeting of 19.05.2015, has approved a 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 11.06.2016, with a minimum price of €1,00 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.
During the first half of 2016, the Company purchased 178.358 own shares (0,11% of the company's share capital) at an average price of € 1,01 per share, totalling €180 thousand. Until 30/6/2016 the Company has purchased 649.104 own shares (0,41% of the company's share capital) with average price €1,03 per share and a total price of €670 thousand.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Number of ordinary shares |
€ '000 | Number of ordinary shares |
€ '000 | |
| Balance 1 January 2015 | 470.746 | 490 | 470.746 | 490 |
| Repurchase of treasury shares | 0 | 0 | 0 | 0 |
| Balance 31 December 2015 | 470.746 | 490 | 470.746 | 490 |
| Repurchase of treasury shares | 178.358 | 180 | 178.358 | 180 |
| Balance 30 June 2016 | 649.104 | 670 | 649.104 | 670 |
This reserve is used to record the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve in the Group (excluding the discontinued operations with cumulative balance €-2,1 million) on 30/6/2016 was €-58,5 million (31/12/2015: €- 59,4 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 the first half of 2016 amounting to €4,0 million (first half 2015: gain of €8,2 million), out of which loss of €1,2 million is attributable to the owners of the parent and a loss of €2,8 million to non-controlling interest. The above total net loss for 2016 comes mainly from the fluctuation of the JMD, ARS, USD, TRY and CNY against the EUR.
The main exchange rates of abroad subsidiaries financial statements conversion were:
| 30/6/2016 | 31/12/2015 | Change | |
|---|---|---|---|
| EUR / USD | 1,11 | 1,09 | 1,83% |
| EUR / JMD | 139,75 | 130,28 | 7,27% |
| EUR / TRY | 3,21 | 3,18 | 0,94% |
| EUR / PEN | 3,65 | 3,70 | -1,35% |
| EUR / AZN | 1,71 | 1,69 | 1,18% |
| EUR / ARS | 16,68 | 14,05 | 18,72% |
| EUR / PLN | 4,44 | 4,26 | 4,23% |
| EUR / BRL | 3,59 | 4,31 | -16,71% |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
Income Statement:
| Avg. 1/1- 30/6/2016 |
Avg. 1/1- 30/6/2015 |
Change | |
|---|---|---|---|
| EUR / USD | 1,12 | 1,12 | 0,00% |
| EUR / JMD | 136,14 | 128,24 | 6,16% |
| EUR / TRY | 3,26 | 2,86 | 13,99% |
| EUR / PEN | 3,77 | 3,45 | 9,28% |
| EUR / AZN | 1,72 | 1,08 | 59,26% |
| EUR / ARS | 15,99 | 9,85 | 62,34% |
| EUR / PLN | 4,37 | 4,14 | 5,56% |
| EUR / BRL | 4,13 | 3,31 | 24,77% |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Statutory reserve | 28.183 | 30.562 | 15.896 | 15.896 |
| Extraordinary reserves | 1.687 | 1.649 | 1.456 | 1.456 |
| Tax free and specially taxed reserves | 31.246 | 31.358 | 28.601 | 28.601 |
| Actuarial differences reserve | -8 | -424 | -51 | -51 |
| Hedging reserve | -67 | 0 | -67 | 0 |
| Revaluation reserve | -2.212 | -934 | -176 | -175 |
| Total | 58.829 | 62.211 | 45.659 | 45.727 |
| Minus: Assets held for sale reserves | 0 | 0 | 0 | 0 |
| Continuing operations | 58.829 | 62.211 | 45.659 | 45.727 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Declared dividends of ordinary shares: | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 |
| Final dividend of period 2012-2013 | 689 | 19.685 | 0 | 0 |
| Interim dividend of 2014 | 0 | 0 | 0 | 0 |
| Final dividend of 2014 | 32 | 27.735 | 0 | 0 |
| Interim dividend of 2015 | 0 | 21.495 | 0 | 0 |
| Final dividend of 2015 | 24.616 | 0 | 0 | 0 |
| Interim dividend of 2016 | 4.863 | 0 | 0 | 0 |
| Dividend per statement of changes in equity |
30.200 | 68.915 | 0 | 0 |
During the first half of 2016 dividends paid on ordinary shares, aggregated €27.959 thousand (first half 2015: €19.678 thousand).
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Facility A (€250 mil) |
EUR | 6,00% | 245.429 | 244.878 | 0 | 0 |
| Facility B (€325 mil) |
EUR | 9,75% | 328.306 | 326.579 | 0 | 0 |
| Facility C (€200 mil) |
EUR | 1M Euribor + 5,50% |
199.091 | 198.624 | 0 | 0 |
| Facility D (€25 mil) |
EUR | 4,80% | 4.997 | 6.762 | 0 | 0 |
| Intercompany Loans |
0 | 0 | 287.931 | 282.031 | ||
| Other | 2.942 | 16.349 | 0 | 0 | ||
| Total Loans | 780.765 | 793.192 | 287.931 | 282.031 | ||
| Less: Payable during the next year | -213.855 | -29.365 | -125 | -1.358 | ||
| Repurchase Facility Α | -11.100 | -19.296 | 0 | 0 | ||
| Repurchase Facility Β | -48.809 | -28.437 | 0 | 0 | ||
| Long Term Loans 507.001 716.094 287.806 280.673 |
Facility Α: On May 2014, Intralot Capital Luxembourg issued Senior Notes with a face value of €250 million, due May 15th 2021 guaranteed by the parent company and subsidiaries of the Group. The Notes were offered at an issue price of 99,294%. Interest is payable semi-annually at an annual fixed nominal coupon of 6%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants with respect to Net Debt to EBITDA (Leverage ratio), and financial expenses coverage ratio (Fixed Charge Coverage ratio). The Group was in compliance with the covenants under Notes as at 30/6/2016. Until 31/12/2015, the Group bought back bonds with a nominal value €19,7 million. During the first half of 2016 the Group has resold bonds with nominal value € 8,4 million bringing the total amount of repurchases to € 11,3 million and the total outstanding nominal amount to € 238,7 million. Also during the third quarter of 2016 and until the date of approval of the financial statements of 30/06/2016, the Group proceeded to resale of bonds with nominal value €11,2 million, bringing the total amount of repurchases to €0,1 million and the total outstanding nominal amount to €249,9 million.
Amounts under the revolving credit facility may be borrowed, repaid and re-borrowed by the Group from time to time until maturity. Voluntary prepayments and commitment reductions under the Credit Agreement are permitted at any time in whole or in part, without premium or penalty (other than break-funding costs). The financial terms of the loan, include minimum ratio requirements of total net debt to EBITDA (Leverage Ratio) and the Interest Coverage ratio. We acknowledge that the Group on 30/6/16 covers the economic clauses of the syndicated loan. On 30/06/2016 the syndicated loan was classified as short term since it expires in May 2017. The Group is in the process of refinancing the syndicated loan.
Facility D: On July 2012, Maltco Lotteries LTD signed a long term loan amounting to €25 million, guaranteed by the parent company. The financing bears floating interest with a total average rate equal to 4,80%, is paid in monthly instalments and matures in October 2017.
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.
The Group had no active option plan during the first half of 2016.
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:
| 30/6/2016 | ||||
|---|---|---|---|---|
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
| Trade receivables | 96.246 | 0 | 0 | 96.246 |
| Receivables from related parties | 35.633 | 0 | 0 | 35.633 |
| Prepaid expenses and other receivable |
107.553 | 0 | 0 | 107.553 |
| Bad debtors provisions | -17.499 | 0 | 0 | -17.499 |
| Other quoted financial assets | 0 | 1.532 | 0 | 1.532 |
| Other unquoted financial assets | 0 | 21.472 | 0 | 21.472 |
| Total | 221.933 | 23.004 | 0 | 244.937 |
| Long term | 55.154 | 23.004 | 0 | 78.158 |
| Short term | 166.779 | 0 | 0 | 166.779 |
| Total | 221.933 | 23.004 | 0 | 244.937 |
| 31/12/2015 | ||||
|---|---|---|---|---|
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
| Trade receivables | 124.275 | 0 | 0 | 124.275 |
| Receivables from related parties | 32.570 | 0 | 0 | 32.570 |
| Prepaid expenses and other receivable |
136.481 | 0 | 0 | 136.481 |
| Bad debtors provisions | -20.369 | 0 | 0 | -20.369 |
| Other quoted financial assets | 0 | 1.812 | 0 | 1.812 |
| Other unquoted financial assets | 0 | 24.273 | 0 | 24.273 |
| Total | 272.957 | 26.085 | 0 | 299.042 |
| Long term | 70.225 | 26.085 | 0 | 96.310 |
| Short term Total |
202.732 272.957 |
0 26.085 |
0 0 |
202.732 299.042 |
30/6/2016
| 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 |
|---|---|---|---|---|
| Trade Payables | 37.916 | 0 | 0 | 37.916 |
| Payables to related parties | 25.251 | 0 | 0 | 25.251 |
| Other liabilities | 59.388 | 0 | 0 | 59.388 |
| Derivatives | 0 | 0 | 67 | 67 |
| Borrowing and finance lease | 723.875 | 0 | 0 | 723.875 |
| Total | 846.430 | 0 | 67 | 846.497 |
| Long term | 526.469 | 0 | 0 | 526.469 |
| Short term | 319.961 | 0 | 67 | 320.028 |
| Total | 846.430 | 0 | 67 | 846.497 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| 31/12/2015 | ||||
|---|---|---|---|---|
| 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 |
| Trade Payables | 52.706 | 0 | 0 | 52.706 |
| Payables to related parties | 21.603 | 0 | 0 | 21.603 |
| Other liabilities | 80.084 | 0 | 0 | 80.084 |
| Derivatives | 0 | 0 | 0 | 0 |
| Borrowing and finance lease | 754.240 | 0 | 0 | 754.240 |
| Total | 908.633 | 0 | 0 | 908.633 |
| Long term | 737.173 | 0 | 0 | 737.173 |
| Short term | 171.460 | 0 | 0 | 171.460 |
| Total | 908.633 | 0 | 0 | 908.633 |
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:
| 30/6/2016 | ||||
|---|---|---|---|---|
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
| Trade receivables | 45.912 | 0 | 0 | 45.912 |
| Receivables from related parties | 85.564 | 0 | 0 | 85.564 |
| Prepaid expenses and other receivable |
22.542 | 0 | 0 | 22.542 |
| Bad debtors provisions | -42.583 | 0 | 0 | -42.583 |
| Other quoted financial assets | 0 | 23 | 0 | 23 |
| Other unquoted financial assets | 0 | 3.219 | 0 | 3.219 |
| Total | 111.435 | 3.242 | 0 | 114.677 |
| Long term | 144 | 3.242 | 0 | 3.386 |
| Short term | 111.291 | 0 | 0 | 111.291 |
| Total | 111.435 | 3.242 | 0 | 114.677 |
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
|---|---|---|---|---|
| Trade receivables | 52.440 | 0 | 0 | 52.440 |
| Receivables from related parties | 102.188 | 0 | 0 | 102.188 |
| Prepaid expenses and other receivable |
19.275 | 0 | 0 | 19.275 |
| Bad debtors provisions | -46.611 | 0 | 0 | -46.611 |
| Other quoted financial assets | 0 | 24 | 0 | 24 |
| Other unquoted financial assets | 0 | 3.219 | 0 | 3.219 |
| Total | 127.292 | 3.243 | 0 | 130.535 |
| Long term Short term |
200 127.092 |
3.243 0 |
0 0 |
3.443 127.092 |
| Total | 127.292 | 3.243 | 0 | 130.535 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| Total |
|---|
| 9.343 |
| 43.720 |
| 7.346 |
| 67 |
| 287.931 |
| 348.407 |
| 287.806 |
| 60.601 348.407 |
| 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 |
|---|---|---|---|---|
| Trade Payables | 10.339 | 0 | 0 | 10.339 |
| Payables to related parties | 45.248 | 0 | 0 | 45.248 |
| Other liabilities | 6.613 | 0 | 0 | 6.613 |
| Derivatives | 0 | 0 | 0 | 0 |
| Borrowing and finance lease | 282.031 | 0 | 0 | 282.031 |
| Total | 344.231 | 0 | 0 | 344.231 |
| Long term | 280.673 | 0 | 0 | 280.673 |
| Short term | 63.558 | 0 | 0 | 63.558 |
| Total | 344.231 | 0 | 0 | 344.231 |
Below is a comparison by category of carrying amounts and fair values of financial assets and liabilities of the Group and the Company as at 30 June 2016 and 31 December 2015:
| GROUP | |||||
|---|---|---|---|---|---|
| Carrying Amount | Fair Value | ||||
| Financial Assets | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Other long-term financial assets - classified as "available for sale" |
23.004 | 26.085 | 23.004 | 26.085 | |
| Other long-term receivables | 55.154 | 70.225 | 55.154 | 70.225 | |
| Trade and other short-term receivables |
166.779 | 202.732 | 166.779 | 202.732 | |
| Other short-term financial assets - classified as "Held to maturity" |
0 | 0 | 0 | 0 | |
| Cash and cash equivalents | 213.086 | 276.609 | 213.086 | 276.609 | |
| Total | 458.023 | 575.651 | 458.023 | 575.651 | |
| Financial Liabilities | |||||
| Long-term loans | 507.001 | 716.094 | 502.534 | 708.265 | |
| Other long-term liabilities | 18.395 | 19.113 | 18.395 | 19.113 | |
| Liabilities from finance leases | 1.073 | 1.966 | 1.073 | 1.966 | |
| Trade and other short term payables | 104.227 | 135.280 | 104.227 | 135.280 | |
| Short-term loans and finance lease | 215.801 | 36.180 | 216.002 | 36.412 | |
| Total | 846.497 | 908.633 | 842.231 | 901.036 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| COMPANY | |||||
|---|---|---|---|---|---|
| Carrying Amount | Fair Value | ||||
| Financial Assets | 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Other long-term financial assets - classified as "available for sale" |
3.242 | 3.243 | 3.242 | 3.243 | |
| Other long-term receivables | 144 | 200 | 144 | 200 | |
| Trade and other short-term receivables |
111.291 | 127.092 | 111.291 | 127.092 | |
| Cash and cash equivalents | 42.616 | 35.859 | 42.616 | 35.859 | |
| Total | 157.293 | 166.394 | 157.293 | 166.394 | |
| Financial Liabilities | |||||
| Long-term loans | 287.806 | 280.673 | 287.806 | 280.673 | |
| Trade and other short term payables | 60.476 | 62.200 | 60.476 | 62.200 | |
| Short-term loans and finance lease | 125 | 1.358 | 125 | 1.358 | |
| Total | 348.407 | 344.231 | 348.407 | 344.231 |
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 inputs used in making the measurements to them. 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 30/6/2016 the following assets and liabilities measured at fair value:
| Fair Value | Fair value hierarchy | |||
|---|---|---|---|---|
| GROUP | 30/6/2016 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "Available for sale" |
23.004 | 1.532 | 0 | 21.472 |
| - Quoted shares | 1.532 | 1.532 | 0 | 0 |
| - Unquoted shares | 21.472 | 0 | 0 | 21.472 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 67 | 0 | 67 | 0 |
| COMPANY | Fair Value | Fair value hierarchy | ||
| 30/6/2016 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "Available for sale" |
3.242 | 23 | 0 | 3.219 |
| - Quoted shares | 23 | 23 | 0 | 0 |
| - Unquoted shares | 3.219 | 0 | 0 | 3.219 |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| Derivative financial instruments | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 67 | 0 | 67 | 0 |
During 2016 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 31/12/2015 the following assets and liabilities measured at fair value:
| Fair Value | Fair value hierarchy | |||
|---|---|---|---|---|
| GROUP | 31/12/2015 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "Available for sale" |
26.085 | 1.812 | 0 | 24.273 |
| - Quoted shares | 1.812 | 1.812 | 0 | 0 |
| - Unquoted shares | 24.273 | 0 | 0 | 24.273 |
| 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 | 31/12/2015 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as | 3.243 | 24 | 0 | 3.219 |
| "Available for sale" - Quoted shares |
24 | 24 | 0 | 0 |
| - Unquoted shares | 3.219 | 0 | 0 | 3.219 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value |
During 2015 there were no transfers between Level 1 and 2 in the hierarchy of fair value or transfer in and out of Level 3.
Reconciliation for recurring fair value measurements classified in the 3rd level of the fair value hierarchy:
| Unquoted shares | GROUP | COMPANY |
|---|---|---|
| Balance 1/1/2015 | 33.367 | 3.219 |
| Return of capital | -10.726 | 0 |
| Period purchases | 1.650 | 0 |
| Foreign exchange differences | -18 | 0 |
| Balance 31/12/2015 | 24.273 | 3.219 |
| Period purchases | 500 | 0 |
| Return of capital | -3.299 | 0 |
| Foreign exchange differences | -2 | 0 |
| Balance 30/6/2016 | 21.472 | 3.219 |
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:
The fair value of unquoted shares (classified as "Available for sale") 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.
| Valuation method |
Significant unobservable inputs |
Range (Weighted Average) 31/12/2014 31/12/2015 |
|
|---|---|---|---|
| DCF | Sales growth rate | 6.0% - 6.0% (6.0%) |
1.0% - 64.6% (28.3%) |
| Growth rate beyond budgets period |
0.0% - 6.0% (5.7%) |
1.0% - 1.6% (1.6%) |
|
| Discount rates (WACC) | 7.9% - 19.5% (19.0%) |
7.9% - 14.8% (14.6%) |
On 31/12/2015, the Group analyzed the sensitivity of recoverable amounts in a reasonable and possible change in any of the above significant unobservable inputs (i.e. the change of one percentage point in the growth rate beyond the budgets period and discount rates). This analysis did not indicate a situation in which the carrying value of the Group's significant investments in unquoted shares exceeds their recoverable amount.
The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
| I. Full consolidation: | Domicile | % Direct | % Indirect | % Total | |
|---|---|---|---|---|---|
| Part'n | Part'n | Part'n | |||
| INTRALOT SA | Maroussi, Greece | Parent | Parent | - | |
| 3. | BETTING COMPANY S.A. | Maroussi, Greece | 95% | 5% | 100% |
| 24. | BETTING CYPRUS LTD | Nicosia, Cyprus | 100% | 100% | |
| INTRALOT AUSTRALIA PTY LTD | Melbourne, Australia | 100% | 100% | ||
| 28. | INTRALOT GAMING SERVICES PTY | Melbourne, Australia | 100% | 100% | |
| INTRALOT IBERIA HOLDINGS SA | Madrid, Spain | 100% | 100% | ||
| 29. | INTRALOT JAMAICA LTD | Kingston, Jamaica | 100% | 100% | |
| 29. | INTRALOT TURKEY A.S. | Istanbul, Turkey | 50% | 49,99% | 99,99% |
| 29. | INTRALOT DE MEXICO LTD | Mexico City, Mexico | 99,8% | 99,8% | |
| 29. | INTRALOT CHILE SPA | Santiago, Chile | 100% | 100% | |
| 29. | INTELTEK INTERNET AS | Istanbul, Turkey | 20% | 25% | 45% |
| 30. | AZERINTELTEK AS | Baku, Azerbaijan | 22,95% | 22,95% | |
| 2,4. | INTRALOT DE PERU SAC | Lima, Peru | 95,18% | 4,82% | 100% |
| POLDIN LTD | Warsaw, Poland | 100% | 100% | ||
| ATROPOS S.A. | Maroussi, Greece | 100% | 100% | ||
| INTRALOT SERVICES S.A. | Paiania, Greece | 100% | 100% | ||
| INTRALOT ADRIATIC DOO | Zagreb, Croatia | 100% | 100% | ||
| BILYONER INTERAKTIF HIZMELTER AS | |||||
| GROUP | Istanbul, Turkey | 50,01% | 50,01% | ||
| INTRALOT MAROC S.A. | Casablanca, Morocco | 99,83% | 99,83% | ||
| GAMING SOLUTIONS INTERNATIONAL | |||||
| 2. | LTDA | Bogota, Colombia | 99% | 1% | 100% |
| 2. | INTRALOT INTERACTIVE S.A. | Maroussi, Greece | 65,24% | 30,70% | 95,94% |
| INTRALOT GLOBAL SECURITIES B.V. | Amsterdam, Netherlands | 100% | 100% | ||
| Luxembourg, | |||||
| 1. | INTRALOT FINANCE LUXEMBOURG S.A. | Luxembourg | 100% | 100% | |
| Luxembourg, | |||||
| 1. | INTRALOT CAPITAL LUXEMBOURG S.A. | Luxembourg | 100% | 100% | |
| 1,2,3,4. | INTRALOT GLOBAL HOLDINGS B.V. | Amsterdam, Netherland | 100% | 100% | |
| 5. | INTRALOT INC | Atlanta, USA | 100% | 100% | |
| 12. | DC09 LLC | Wilmington, USA | 49% | 49% | |
| Hertfordshire, United | |||||
| 5. | ILOT CAPITAL UK LTD | Kingdom | 0,02% | 99,98% | 100% |
| Hertfordshire, United | |||||
| 5. | ILOT INVESTMENT UK LTD | Kingdom | 0,02% | 99,98% | 100% |
| 5. | INTRALOT NEDERLAND B.V. | Amsterdam, Netherlands | 100% | 100% | |
| 5. | LOTROM S.A. | Bucharest, Romania | 60% | 60% | |
| 5. | INTRALOT BEIJING Co LTD | Beijing, China | 100% | 100% | |
| 5. | TECNO ACCION S.A. | Buenos Aires, Argentina | 50,01% | 50,01% | |
| 5. | TECNO ACCION SALTA S.A. | Buenos Aires, Argentina | 50,01% | 50,01% | |
| 5. | ΜALTCO LOTTERIES LTD | Valetta, Malta | 73% | 73% | |
| 5. | INTRALOT NEW ZEALAND LTD | Wellington, New Zealand | 100% | 100% | |
| 5. | INTRALOT DO BRAZIL LTDA | Sao Paulo, Brazil | 80% | 80% | |
| 14. | OLTP LTDA | Rio de Janeiro, Brazil | 80% | 80% | |
| 5. | INTRALOT ARGENTINA S.A. | Buenos Aires, Argentina | 100% | 100% | |
| 5. | INTRALOT GERMANY GMBH | Munich, Germany | 100% | 100% | |
| 5. | INTRALOT HOLDING & SERVICES S.p.A. 1 | Rome, Italy | 100% | 100% | |
| 5,7. | INTRALOT GAMING MACHINES S.p.A. 1 | Rome, Italy | 100% | 100% | |
| 7. | INTRALOT ITALIA S.p.A 1 | Rome, Italy | 100% | 100% | |
| 13. | VENETA SERVIZI S.R.L. 1 | Mogliano Veneto, Italy | 100% | 100% | |
| 5. | INTRALOT SOUTH KOREA S.A. | Seoul, S. Korea | 100% | 100% | |
| 5. | INTRALOT FINANCE UK PLC | London, United Kingdom | 100% | 100% |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| I. Full consolidation: | Domicile | % Direct | % Indirect | % Total | |
|---|---|---|---|---|---|
| 5. | INTRALOT ASIA PACIFIC LTD | Hong Kong, China | Part'n | Part'n 100% |
Part'n 100% |
| Hertfordshire, United | |||||
| 5. | WHITE EAGLE INVESTMENTS LTD | Kingdom | 100% | 100% | |
| 5. | BETA RIAL Sp.Zoo | Warsaw, Poland | 100% | 100% | |
| 5. | POLLOT Sp.Zoo | Warsaw, Poland | 100% | 100% | |
| 15,16,17 | TOTOLOTEK S.A. | Warsaw, Poland | 95,45% | 95,45% | |
| 5. | INTRALOT SLOVAKIA SPOL. S.R.O. | Bratislava, Slovakia | 100% | 100% | |
| 5. | SLOVENSKE LOTERIE A.S. | Bratislava, Slovakia | 51% | 51% | |
| 5. | NIKANTRO HOLDINGS Co LTD | Nicosia, Cyprus | 100% | 100% | |
| 19. | LOTERIA MOLDOVEI S.A. | Chisinau, Moldova | 47,90% | 32,85% | 80,75% |
| 5. | INTRALOT BETTING OPERATIONS (CYPRUS) LTD |
Nicosia, Cyprus | 54,95% | 54,95% | |
| 5,6. | ROYAL HIGHGATE LTD | Nicosia, Cyprus | 35,08% | 35,08% | |
| 5. | INTRALOT LEASING NEDERLAND B.V. | Amsterdam, Netherland | 100% | 100% | |
| 5. | INTRALOT IRELAND LTD | Dublin, Ireland | 100% | 100% | |
| 5. | BILOT INVESTMENT LTD | Sofia, Bulgaria | 100% | 100% | |
| 5. | TECNO ACCION URUGUAY S.A. | Montevideo, Uruguay | 50,10% | 50,10% | |
| 5. | INTRALOT CYPRUS GLOBAL ASSETS LTD | Nicosia, Cyprus | 100% | 100% | |
| 8. | INTRALOT OOO | Moscow, Russia | 100% | 100% | |
| 26. | INTRALOT DISTRIBUTION OOO | Moscow, Russia | 100% | 100% | |
| 8. | INTRALOT ST. LUCIA LTD | Castries, Santa Lucia | 100% | 100% | |
| 9. | INTRALOT GUATEMALA S.A. | Guatemala City, | 100% | 100% | |
| LOTERIAS Y APUESTAS DE GUATEMALA | Guatemala Guatemala City, |
||||
| 10. | S.A. | Guatemala | 51% | 51% | |
| 9. | INTRALOT DOMINICANA S.A. | St. Dominicus, Dominican Republic |
100% | 100% | |
| 9. | INTRALOT LATIN AMERICA INC | Miami, USA | 100% | 100% | |
| 9. | INTRALOT SURINAME LTD | Paramaribo, Suriname | 100% | 100% | |
| 9. | CARIBBEAN VLT SERVICES LTD | Castries, Santa Lucia | 50,001% | 50,001% | |
| 9. | INTRALOT CARIBBEAN VENTURES LTD | Castries, Santa Lucia | 50,05% | 50,05% | |
| 11. | SUPREME VENTURES LTD | Kingston, Jamaica | 24,97% | 24,97% | |
| ΙΝTRALOT HOLDINGS INTERNATIONAL | |||||
| LTD | Nicosia, Cyprus | 100% | 100% | ||
| 2. | INTRALOT INTERNATIONAL LTD | Nicosia, Cyprus | 100% | 100% | |
| 3. | INTRALOT OPERATIONS LTD | Nicosia, Cyprus | 100% | 100% | |
| 2,4. | NETMAN SRL | Bucharest, Romania | 100% | 100% | |
| 2. | BILOT EOOD | Sofia, Bulgaria | 100% | 100% | |
| 20. | EUROFOOTBALL LTD | Sofia, Bulgaria | 49% | 49% | |
| 21. | EUROFOOTBALL PRINT LTD | Sofia, Bulgaria | 49% | 49% | |
| 2. | INTRALOT TECHNOLOGIES LTD | Nicosia, Cyprus | 100% | 100% | |
| 23. | INTRALOT LOTTERIES LTD | Nicosia, Cyprus | 51% | 49% | 100% |
| 23. | INTRALOT INVESTMENTS LTD | Nicosia, Cyprus | 51% | 49% | 100% |
| 2. | INTRALOT BUSINESS DEVELOPMENT LTD | Nicosia, Cyprus | 100% | 100% | |
| 2. | GAMING SOLUTIONS INTERNATIONAL | Lima, Peru | 100% | 100% | |
| SAC | |||||
| 2. | NAFIROL S.A. | Montevideo, Uruguay | 100% | 100% | |
| 2. | LEBANESE GAMES S.A.L | Beirut, Lebanon | 99,99% | 99,99% | |
| 2. | INTRALOT HONG KONG HOLDINGS LTD | Hong Kong, China | 100% | 100% | |
| 2. | ENTERGAMING LTD | Alderney, Guernsey | 100% | 100% | |
| 2. | INTRALOT BETTING OPERATIONS RUSSIA LTD |
Nicosia, Cyprus | 100% | 100% | |
| 25. | FAVORIT BOOKMAKERS OFFICE OOO | Moscow, Russia | 100% | 100% |
SEMI-ANNUAL FINANCIAL REPORT for the period ended JUNE 30, 2016
| % Direct | % Indirect | % Total | |||
|---|---|---|---|---|---|
| II. Equity method: | Domicile | Part'n | Part'n | Part'n | |
| LOTRICH INFORMATION Co LTD | Taipei, Taiwan | 40% | 40% | ||
| INTRALOT SOUTH AFRICA LTD | Johannesburg, South Africa |
45% | 45% | ||
| 3. | GOREWARD LTD | Taipei, Taiwan | 49,99% | 49,99% | |
| 31. | PRECIOUS SUCCESS LTD GROUP | Hong Kong, China | 24,49% | 24,49% | |
| 31. | GAIN ADVANCE GROUP LTD | Hong Kong, China | 49,99% | 49,99% | |
| 22. | KTEMS HOLDINGS CO LTD | Seoul, South Korea | 49,99% | 49,99% | |
| 31. | OASIS RICH INTERNATIONAL LTD | Taipei, Taiwan | 44,99% | 44,99% | |
| 32. | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
Shanghai, China | 44,99% | 44,99% | |
| 5. | BIT8 LTD | Valetta, Malta | 35% | 35% | |
| 18. | SWITCH IT NV | Willemstad, Curacao | 35% | 35% | |
| 2. | UNICLIC LTD | Nicosia, Cyprus | 50% | 50% | |
| 27. | DOWA LTD | Nicosia, Cyprus | 30% | 30% | |
| 5. | GAMENET GROUP S.p.A. | Rome, Italy | 20% | 20% | |
| 33. | INTRALOT HOLDING & SERVICES S.p.A. ¹ | Rome, Italy | 20% | 20% | |
| 33,7. | INTRALOT GAMING MACHINES S.p.A. ¹ | Rome, Italy | 20% | 20% | |
| 7. | INTRALOT ITALIA S.p.A ¹ | Rome, Italy | 20% | 20% | |
| 13. | VENETA SERVIZI S.R.L. ¹ | Mogliano Veneto, Italy | 20% | 20% | |
| 33. | GAMENET S.p.A. ² | Rome, Italy | 20% | 20% | |
| 34. | GAMENET ENTERTAINMENT S.R.L. | Rome, Italy | 20% | 20% | |
| 34. | GAMENET SCOMMESSE S.p.A. | Rome, Italy | 20% | 20% | |
| 34. | GAMENET RENTING S.R.L. | Rome, Italy | 20% | 20% | |
| 34. | GAMENET FORMAZIONE S.R.L. | Rome, Italy | 20% | 20% | |
| 34. | GNETWORK S.R.L. | Rome, Italy | 20% | 20% | |
| 34. | VERVE S.p.A. | Rome, Italy | 10,20% | 10,20% | |
| 34. | BILLIONS ITALIA S.R.L. | Rome, Italy | 10,20% | 10,20% | |
| Subsidiary of the company: | |||||
| 1: Intralot Global Securities BV | 13: Intralot Italia S.p.A. | 25: Intralot Betting Operations Russia LTD | |||
| 2: Intralot Holdings International LTD | 14: Intralot Do Brazil LTDA | 26: Intralot OOO | |||
| 3: Intralot International LTD | 15: Pollot Sp.Zoo | 27: Uniclic LTD | |||
| 4: Intralot Operations LTD | 16: White Eagle Investments LTD | 28: Intralot Australia PTY LTD | |||
| 5: Intralot Global Holdings BV | 17: Beta Rial Sp.Zoo. | 29: Intralot Iberia Holdings S.A. | |||
| 6: Intralot Betting Operations(Cyprus) LTD | 18: Bit8 LTD | 30: Inteltek Internet AS | |||
| 7: Intralot Holding & Services S.p.A. | 19: Nikantro Holdings Co LTD | 31: Goreward LTD | |||
| 8: Intralot Cyprus Global Assets LTD | 20: Bilot EOOD | 32: Oasis Rich International LTD | |||
| 9: Intralot St.Lucia LTD | 21: Eurofootball LTD | 33: Gamenet Group S.p.A. | |||
| 10: Intralot Guatemala S.A. | 22: Gain Advance Group LTD | 34: Gamenet S.p.A. | |||
| 11: Intralot Caribbean Ventures LTD | 23: Intralot Technologies LTD | ||||
| 12: Intralot Inc | 24: Betting Company S.A. |
¹ The companies Intralot Holding & Services S.p.A., Intralot Gaming Machines S.p.A., Intralot Italia S.p.A. and Veneta Servizi Srl were consolidated until 27/6/2016 with the full consolidation method and from 28/6/2016 with the equity method after the contribution from Intralot Global Holdings BV in Gamenet Group S.p.A. under the agreement with Trilantic Capital Partners Europe, the principal shareholder of Gamenet S.p.A. (note 2.19.A.VIII.A).
² The associate company Gamenet S.p.A. participates in companies Gamenet Renting S.R.L. (100%), Gamenet Formazione S.R.L. (100%) and Verve S.p.A. (51%) that were not consolidated on 30/6/2016 since they were not considered material for the Group.
The entities Atropos S.A., Nafirol S.A., Intralot Dominicana S.A., Gaming Solutions International Ltda andι Gain Advance Group LTD are under liquidation process. On March 2016 the liquidation of the associate company Ktems Holdings Co LTD was completed.
The Group has also a number of shares of non-significant value in subsidiaries and associates to which, in respect to INTRALOT SA, there is no parent- subsidiary relationship in the form of a legal entity.
On 30/6/2016, 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 Plc (company number 6451119) White Eagle Investments Limited (company number 3450868) Ilot Capital UK Limited (company number 9614324) Ilot Investments UK Ltd (company number 9614271) However, Intralot Finance UK Plc has been audited in 2015 for IFRS Group reporting purposes.
On late March 2016 the Group acquired 100% of the voting rights of Entergaming Ltd based in Alderney, an online sports betting operator with a significant player database. The Group acquired Entergaming Ltd to enrich the range of products offered and to expand its clientele.
The fair values of the identifiable assets and liabilities of Entergaming Ltd on the acquisition date were:
| Fair Value | |
|---|---|
| Intangible assets | 11.964 |
| Long term liabilities | -9.774 |
| Short term liabilities | -2.190 |
| Total fair value of net identifiable assets | 0 |
| Goodwill recognized on acquisition | 0 |
| Total acquisition consideration | 0 |
| Analysis of cash flows on acquisition: | |
| Cash and cash equivalents acquired | 0 |
| Acquisition consideration in cash | 0 |
| Net cash flow on acquisition | 0 |
On April 2016, the Group announced the acquisition, through its Bulgarian subsidiary Bilot Investment Ltd, of a strategic stake in Eurobet Ltd a leading gaming company in Bulgaria. The Group acquired a 49% stake in Eurobet, a company that offers to the Bulgarian market numerical games and scratch tickets through a network of 1.100 points of sales countrywide. The Group already has strong presence in the country as 49% owner of Eurofootball, offering Fixed Odds and Live Betting through a network of 850 shops, since 2002.
The cost of the transaction amounts to € 19,5 million and will be paid as follows: € 5,85 million deposit and the remaining amount in installments over an 18 months period. The EV / Ebitda ratio for the acquisition of the shares amounted to approximately 5x. The acquisition was completed in early July 2016, after approval by the Competition Protection Commission. The Eurobet Group (Eurobet Ltd, Eurobet Trading Ltd & ICS SA) will be consolidated from July 2016 with the full consolidation method.
During the first half of 2016 the Group proceed to the establishment of the subsidiary companies Bilot Investment Ltd (100%), Intralot Chile S.p.A. (100%) and Tecno Accion Uruguay S.A. (50,01%) and also the associate company Gamenet Group S.p.A. (20%).
During the first half of 2016 the Group did not proceed to any change in participation percentages in a subsidiary or associate company.
During the first half of 2016 the Group completed a share capital increase through payment in cash in Netman SRL amounting €212 thousand, in Intralot Holding & Services SpA amounting to € 13.610 thousand, Ilot Capital UK Ltd amounting to € 5.630 thousand, Ilot Investments UK Ltd amounting to € 5.630 thousand and Veneta Servizi SRL amounting to € 15 thousand.
During the first half of 2016, the Group completed the liquidation and strike off of the associate company Ktems Holdings Co LTD.
On 25/6/2016 the Group announced that it has signed an agreement, with Trilantic Capital Partners Europe, the main shareholder of Gamenet S.p.A ("Gamenet") in Italy, concerning the merge of the Italian activities of the INTRALOT Group (subsidiary companies Intralot Holding & Services S.p.A., Intralot Gaming Machines S.p.A., Intralot Italia S.p.A. and Veneta Servizi Srl) into those of Gamenet, one of the largest network concessionaires of VLT, AWP, betting and online gaming in the country.
This announcement was made following the announcement of the signing of a Memorandum of Understanding (MoU) on 21/3/2016. Following the completion of the transaction on 27/6/2016 and the approval of the competent Competition Authority, INTRALOT Group is envisaged to control 20% of the combined operations (Gamenet Group S.p.A. – note 2.19.Α.ΙΙ), with a network of approximately 750 betting POS, that will continue to use INTRALOT's brand name, ca. 8.200 VLTs, over 50.000 AWPs and more than 60 directly owned and managed gaming halls. The above subsidiaries are presented in the geographical operating segment "European Union" (note 2.2). On 31/3/2016 the above activities of the Group in Italy were classified as assets held for sale and discontinued operations.
Below are presented the results of discontinued operations of the Group in Italy for the first half of 2016 and 2015 respectively:
| 1/1-30/6/2016 | 1/1-30/6/2015 | |
|---|---|---|
| Sale proceeds | 323.256 | 291.180 |
| Expenses | -332.739 | -301.953 |
| Other operating income | 394 | 334 |
| Other operating expenses | -1.150 | -1.200 |
| EBIT | -10.239 | -11.639 |
| EBITDA | 3.923 | 1.163 |
|---|---|---|
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | -686 | -110 |
| Interest and similar expenses | -827 | -231 |
| Interest and similar income | 3 | 29 |
| Operating profit/(loss) before tax | -11.749 | -11.951 |
| Tax | 0 | 0 |
| -11.749 | -11.951 | |
| Gain/(loss) from disposal of discontinued operations | 45.185 | 0 |
| Corresponding tax | 0 | 0 |
| Profit/(loss) after tax from discontinued operations | 33.436 | -11.951 |
Below are presented the results of discontinued operations of the Group in Italy for the second quarter
of 2016 and 2015 respectively:
| 1/4-30/6/2016 | 1/4-30/6/2015 | |
|---|---|---|
| Sale proceeds | 158.954 | 139.541 |
| Expenses | -165.940 | -146.557 |
| Other operating income | 191 | 51 |
| Other operating expenses | -531 | -845 |
| EBIT | -7.326 | -7.810 |
| EBITDA | -218 | -179 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | -377 | -110 |
| Interest and similar expenses | -739 | -126 |
| Interest and similar income | 2 | 29 |
| Operating profit/(loss) before tax | -8.440 | -8.017 |
| Tax | 0 | 0 |
| -8.440 | -8.017 | |
| Gain/(loss) from disposal of discontinued operations | 45.185 | 0 |
| Corresponding tax | 0 | 0 |
| Profit/(loss) after tax from discontinued operations | 36.745 | -8.017 |
The net assets held for sale of the Group's subsidiaries in Italy amounted to € 38.335 thousand on 30/06/2016, while the value of the Groups participation in the combined activity (Gamenet Group SpA) was estimated at € 83.520 thousand, forming the profits from sale (merge) of discontinued operations to € 45.185 thousand which are presented in the Groups Income Statement (line «Net Profit / (loss) after tax from discontinued operations»)
The net cash outflow of the Group during the transfer of discontinued operations in Italy amounted to €21.112 thousand, consisting of the cash contributions of the Group in the new combined business amounting € 13.610 thousand and the derecognition of the cash reserves of the merging subsidiaries of the Group amounting € 7.502 thousand.
Below are presented the net cash flows of the discontinued operations of the Groups subsidiaries in Italy:
| 1/1-30/6/2016 | 1/1-30/6/2015 | |
|---|---|---|
| Operating activities | 4.443 | 1.710 |
| Investing activities | -22.627 | -1.053 |
| Financing activities | -818 | -465 |
| Net increase / (decrease) in cash and cash equivalents for the period | -19.002 | 192 |
Since the end of June, the Group consolidates 20% of the combined activity (Gamenet Group SpA note 2.19.A.II) with the equity method, the results of which are presented in the line "Profit / (loss) from equity method consolidations" in the Income statement of the Group.
On 26/5/2016 the Group announced that it has reached an agreement with Nexus Group to sell 80% of Intralot de Peru S.A.C., its 100% owned subsidiary in Peru. After the transaction the Group will continue to be the company's technological provider and will hold a 20% participation in Intralot de Peru S.A.C.'s capital stock. Intralot de Peru S.A.C. operates numerical games and sports betting in the country through a network of 3.700 POS and the Internet. The agreement is in line with Intralot Group's strategy to create, in selected countries, strategic partnerships with strong local partners that offer substantial synergies and local market know-how, strengthening the development of the local business. Closing of this transaction is subject to the completion of certain condition precedents typical for this kind of transactions, including third party consents. The above subsidiary is presented in the geographical operating segment "America" (note 2.2). On 30/6/2016 the above activities of the Group in Peru were classified as assets held for sale and discontinued operations.
Below are presented the results of discontinued operations of the Group in Peru (Intralot de Peru S.A.C.) for the first half of 2016 and 2015 respectively:
| 1/1-30/6/2016 | 1/1-30/6/2015 | |
|---|---|---|
| Sale proceeds | 62.285 | 48.560 |
| Expenses | -59.110 | -45.225 |
| Other operating income | 7 | 129 |
| Other operating expenses | -137 | -32 |
| EBIT | 3.045 | 3.432 |
| EBITDA | 5.257 | 5.853 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 1 | -69 |
| Interest and similar expenses | -171 | -168 |
| Interest and similar income | 124 | 26 |
| Exchange Differences | -163 | 627 |
| Operating profit/(loss) before tax | 2.836 | 3.848 |
| Tax | -982 | -207 |
| 1.854 | 3.641 | |
| Gain/(loss) from disposal of discontinued operations | 0 | 0 |
| Corresponding tax | 0 | 0 |
| Profit/(loss) after tax from discontinued operations | 1.854 | 3.641 |
Below are presented the results of discontinued operations of the Group in Peru (Intralot de Peru S.A.C.) for the second quarter of 2016 and 2015 respectively:
| 1/4-30/6/2016 | 1/4-30/6/2015 | |
|---|---|---|
| Sale proceeds | 32.025 | 26.852 |
| Expenses | -30.613 | -24.868 |
| Other operating income | 7 | 98 |
| Other operating expenses | -128 | -24 |
| EBIT | 1.291 | 2.058 |
| EBITDA | 2.418 | 3.267 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 1 | -32 |
| Interest and similar expenses | -94 | -37 |
| Interest and similar income | 6 | 19 |
| Exchange Differences | 0 | -523 |
| Operating profit/(loss) before tax | 1.204 | 1.485 |
| Tax | -534 | 386 |
|---|---|---|
| 670 | 1.871 | |
| Gain/(loss) from disposal of discontinued operations | 0 | 0 |
| Corresponding tax | 0 | 0 |
| Profit/(loss) after tax from discontinued operations | 670 | 1.871 |
| Below are presented the main assets and liabilities of the discontinued operations of the Group in Peru |
(Intralot de Peru S.A.C.) classified as held for sale on 30/6/2016:
| 30/6/2016 | |
|---|---|
| ASSETS | |
| Tangible assets | 16.644 |
| Intangible assets | 867 |
| Deferred Tax asset | 1.101 |
| Other long term receivables | 1.098 |
| Inventories | 1.091 |
| Trade and other short term receivables | 4.768 |
| Cash and cash equivalents | 6.398 |
| Assets held for sale | 31.967 |
| LIABILITIES | |
| Other long term provisions | 145 |
| Short term loans and finance leases | 1.170 |
| Trade and other short term liabilities | 13.157 |
| Current income tax payable | 666 |
| Liabilities directly related to assets held for sale | 15.138 |
| Net assets held for sale | 16.829 |
| Amounts included in accumulated other comprehensive income: | |
| Actuarial differences reserve | -2.164 |
| Assets held for sale reserves | -2.164 |
Below are presented the net cash flows of the Groups discontinued operations in Peru (Intralot de Peru S.A.C.):
| 1/1-30/6/2016 | 1/1-30/6/2015 | |
|---|---|---|
| Operating activities | 4.975 | 8.118 |
| Investing activities | -868 | -503 |
| Financing activities | -113 | -386 |
| Net increase / (decrease) in cash and cash equivalents for the period | 3.994 | 7.229 |
Below are presented the Profit / (loss) after tax per share of discontinued operations of the Group in Italy and those of Intralot de Peru SAC:
| Earnings / (loss) after tax per share (€) from discontinued operations |
1/1-30/6/2016 | 1/1-30/6/2015 |
|---|---|---|
| - basic | 0,2228 | -0,0524 |
| - diluted | 0,2228 | -0,0524 |
| Weighted Average number of shares | 158.379.761 | 158.490.975 |
A group subsidiary has banking facilities amounting to €29,3 million, consisting of a loan amounting to €20 million, an overdraft of €5 million, and bank guarantee letters of €4,3 million. These facilities are secured by an initial general mortgage on all the subsidiary's present and future assets (on 30/6/2016 the loan balance amounted to €5,0 million and the used guarantee letters to €4,0 million and the
overdraft was fully repaid). Also the second subsidiary of the Group has secured a loan of € 1,2 million with mortgage on a building.
There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.
On June 30, 2016 the Group had no contractual commitments for the purchase of tangible assets.
| GROUP | Legal issues ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions ³ |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 4.795 | 3.852 | 6.628 | 15.275 |
| Period additions | 12 | 600 | 875 | 1.487 |
| Used provisions | 0 | 0 | -1.197 | -1.197 |
| Discounting | 0 | 0 | 29 | 29 |
| Disposal of subsidiary / change in consolidation method |
0 | -123 | -387 | -510 |
| Discontinued operations | -145 | 0 | 0 | -145 |
| Translation differences | 308 | 0 | -96 | 212 |
| Period closing balance | 4.970 | 4.329 | 5.852 | 15.151 |
| Long term provisions Short term provisions |
4.970 0 |
70 4.259 |
1.018 4.834 |
6.058 9.093 |
| Total | 4.970 | 4.329 | 5.852 | 15.151 |
¹ Relate to legal issues as analyzed in note 2.20.A.
² Relate to provisions for the coverage of differences from future audits for income tax and other tax. It is expected to be used in the next 1-2 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 €2.243 thousand as well as provisions for future payments under "onerous contracts" as provided by IAS 37 amounting to € 1.442 thousand. The Other provisions are expected to be used in the next 1-7 years.
| COMPANY | Legal issues ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 4.665 | 3.269 | 91 | 8.025 |
| Period additions | 0 | 600 | 0 | 600 |
| Translation differences | 305 | 0 | 0 | 305 |
| Period closing balance | 4.970 | 3.869 | 91 | 8.930 |
| Long term provisions | 4.970 | 0 | 0 | 4.970 |
| Short term provisions | 0 | 3.869 | 91 | 3.960 |
| Total | 4.970 | 3.869 | 91 | 8.930 |
¹ Relate to legal issues as analyzed in note 2.20.A.
² Relate to provisions for the coverage of differences from future audits for income tax and other tax. It is expected to be used in the next 1-2 years.
The number of employees of the Group on 30/6/2016 amounted to 5.233 persons (4.591 Company/subsidiaries and associates 642) and the Company's 671 persons. Correspondingly on 30/6/2015 the number of employees of the Group amounted to 5.301 persons (Company/subsidiaries 5.103 and associates 198) and the Company 678 persons. At the end of 2015 the number of employees of the Group amounted to 5.080 persons (4.963 Company/subsidiaries and associates 117) and the Company 660 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 the first half of 2016 and the balances on 30/6/2016 of other related parties:
| Amounts reported in thousands of € | 1/1-30/6/2016 | |
|---|---|---|
| (total operations) | GROUP | COMPANY |
| Income | ||
| -from subsidiaries | 0 | 21.009 |
| -from associates | 1.055 | 902 |
| -from other related parties | 2.754 | 2.571 |
| Expenses | ||
| -to subsidiaries | 0 | 10.536 |
| -to associates | 6 | 6 |
| -to other related parties | 3.190 | 2.322 |
| BoD and Key Management Personnel transactions and fees |
4.966 | 2.280 |
| Amounts reported in thousands of € | 30/6/2016 | |
|---|---|---|
| GROUP | COMPANY | |
| Receivables | ||
| -from subsidiaries | 0 | 70.035 |
| -from associates | 17.068 | 5.574 |
| -from other related parties | 18.214 | 9.955 |
| Payables | ||
| -to subsidiaries | 0 | 316.158 |
| -to associates | 4.297 | -4 |
| -to other related parties | 21.115 | 15.497 |
| BoD and Key Management Personnel receivables | 351 | 0 |
| BoD and Key Management Personnel payables | 154 | 0 |
Below there is a summary of the transactions for the first half of 2015 and the balances of 31/12/2015 with related parties:
| Amounts reported in thousands of € | 1/1-30/6/2015 | |
|---|---|---|
| (total operations) | GROUP | COMPANY |
| Income | ||
| -from subsidiaries | 0 | 28.851 |
| -from associates | 1.178 | 1.237 |
| -from other related parties | 8.749 | 6.844 |
| Expenses | ||
| -to subsidiaries | 0 | 15.833 |
| -to associates | 410 | -131 |
| -to other related parties | 4.371 | 3.084 |
| BoD and Key Management Personnel transactions and fees |
5.727 | 2.877 |
| Amounts reported in thousands of € | 31/12/2015 | |
|---|---|---|
| GROUP | COMPANY | |
| Receivables | ||
| -from subsidiaries | 0 | 82.868 |
| -from associates | 15.709 | 8.839 |
| -from other related parties | 16.150 | 10.481 |
| Payables | ||
|---|---|---|
| -to subsidiaries | 0 | 311.300 |
| -to associates | 647 | 108 |
| -to other related parties | 20.771 | 15.625 |
| BoD and Key Management Personnel receivables | 711 | 0 |
| BoD and Key Management Personnel payables | 507 | 246 |
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 requirements.
In the first half of 2016, the Company held a reversal of provisions concerning a reduction estimate in the recoverable amount of receivables from subsidiaries of €14,4 million due to realized and expected receipts related to these subsidiaries (first half of 2015: €34,9 mil.) that was recognized in Income Statement of the period.
Meanwhile, in the first half of 2016, the Company made provisions concerning reduction in the estimate of recoverable value of receivables from subsidiaries amounting to € 10,6 million (first half of 2015: € 4,1 million.) that were recorded in the income statement for the period while an amount of € 0.5 million provisions that were formed in previous years were eventually used due to the merger of the Group's activities in Italy. The accumulated relevant provisions on 30/6/2016 amounted to €37,6 million. (31/12/2015: €41,9 million).
a. On 5th September 2005 a lawsuit was served to the company, filed by the company "IPPOTOUR S.A.", against the company and the company "OPAP S.A.". Τhe plaintiff "IPPOTOUR S.A." requested to be acknowledged that the contract signed between OPAP S.A. and the Company should not grant to the latter the right to operate any kind of wagering game on Greek or foreign horse racing, that "OPAP S.A" should not have the right to operate any kind of wagering game on horse racing and that "OPAP S.A." and the company should be excluded from the operation and organization of betting games on horse racing. The hearing of the case had been set for 14th February 2008 when the hearing was postponed for 8th October 2009; at that date the hearing was cancelled due to the national elections. No summons for the schedule of a new hearing date has been served to the company until now. By virtue of the above mentioned lawsuit the plaintiff withdrew of the lawsuit filed against the Company and OPAP SA on 10th January 2003 with the same content, which was set to be heard on 18th May 2005, on which date the said hearing was cancelled. The Legal Department of the Company considers that, in case of the hearing of the case, the above-mentioned lawsuit would not be successful.
b. On 4th January 2005 OPAP S.A. submitted a notice of proceedings to "Betting Company S.A." regarding a lawsuit that was filed against OPAP S.A. before the Multi-member Court of First Instance of Athens, with which the plaintiff claims the payment of the amount of €3.668.378,60 plus accrued interests from OPAP S.A., pleading that OPAP S.A. should pay this amount to him as profit, in addition to the amount already paid to him. Since Betting Company S.A. has a legitimate interest in OPAP S.A. winning the lawsuit, Betting Company S.A., the companies INTRALOT S.A. and INTRALOT INTERNATIONAL LTD proceeded to an additional joint intervention in favour of OPAP S.A.; this was scheduled for hearing on 3rd May 2007 but following a petition for precipitation of the plaintiff the
case was heard on 1st December 2005. By its decision No 2412/2006 the Multi-member Court of First Instance of Athens ruled in favour of the lawsuit of the plaintiff and, following the restriction by the plaintiff of his petition to a lawsuit for acknowledgement of the debt, the Court acknowledged the obligation of OPAP S.A to pay to the plaintiff the amount of €3.668.378,60. OPAP S.A and the aforementioned companies filed an appeal on 28/6/2006 which had been rejected by the Athens Court of Appeals with its decision no. 6377/2007. The defendants filed an appeal before the Supreme Court which was heard on 9th November 2009 and decision no. 1252/2010 was issued accepting the appeal and referring back the case to the Athens Court of Appeals which vindicated the defendants and dismissed the lawsuit with its decision no. 5189/2012. For the above case a provision had been made which has been reversed. On 23rd July 2014 an application for cassation was served to the company which has been heard, following a postponement, on 2nd February 2015 and the decision no 1062/2015 was issued referring the case for hearing before the plenary session of the Supreme Court. No hearing date before the plenary session of the Supreme Court has been set.
c. INTRALOT filed before Multi-member Court of First Instance of Athens its civil lawsuit dated 12th May 2005 against Mr. K. Thomaidis, claiming the payment of sum of €300.000 as pecuniary compensation for moral damage. The case was scheduled for hearing on 26th January 2006. On 18th January 2006 the company was served with a lawsuit filed by Mr. K. Thomaidis on 9th January 2006, before the Multi-member Court of First Instance of Athens with which the plaintiff claims the payment of sum of €300.000 as pecuniary compensation for moral damage. The case was scheduled for hearing on 14th December 2006. The suit of INTRALOT against Mr. K. Thomaidis was postponed to be heard on 14th December 2006. The two lawsuits have been heard together and the decision no 7936/2007 was issued declaring the lawsuit dated 9th January 2006 of Mr. K. Thomaidis as cancelled and accepting partially INTRALOT's lawsuit dated 12th May 2005. Until now, no appeal against this decision has been served to the company.
d. 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.
e. On 26th July 2011 a lawsuit was served to INTRALOT SA and the company "Interstar Security LTD" from a former employee of INTRALOT SA claiming the payment of €500.000 as compensation for moral damage. The hearing had been initially set for 6th March 2014 when it was postponed for 10 November 2016. The estimate of the legal advisors of the Company is that the lawsuit has no serious chance of success.
f. The Company and its subsidiary "Intralot International Limited" and Mr. Socratis P. Kokkalis, filed before the Athens Multi-member Court of First Instance their lawsuit dated 1st November 2012 against the company "Glory Technology Limited" having its registered offices in Cyprus and Mr. Athanassios K. Ktorides, resident of Cyprus, requesting to compel the defendants to pay, jointly and severally, because of slander and their unfair competitive behaviour:
The Athens Multi-member Court of First Instance issued its decision partially accepting the lawsuit; "Glory Technology Limited" is obliged to pay €50.000 to the first plaintiff, €25.000 to the second plaintiff and €25.000 to the third plaintiff. No appeal of the other party has been served to the Company yet. The Company filed an appeal against the decision requesting that the lawsuit to be accepted in total; no hearing date has been set for the appeal.
On the other hand, the company "Glory Technology Limited" and Mr. Athanassios K. Ktorides filed before the same court their lawsuit dated 19 March 2013 claiming that with the filing of the abovementioned lawsuit (from which unfair competitive behaviour results, as they allege) moral damage was caused to them. With their lawsuit, the plaintiffs were requesting from the court to compel the Company, "Intralot International Limited" and Mr. Socratis Kokkalis to pay jointly and severally monetary compensation for moral damages amounting to €25.000.000 to each of the plaintiffs. The hearing of the case had been scheduled for 16th October 2013. On 23rd September 2013, the plaintiffs withdrew from the lawsuit.
g. In Turkey, GSGM filed before the Ankara Tax Court a lawsuit against the local Tax Authority requesting the annulment of a penalty amounting to TRY 5.075.465 (€1.568.196) imposed on GSGM, since the Tax Authority considers that stamp duty should have been paid by GSGM also for the second copy of the contract dated 29th August 2008 with Inteltek as well as for the letter of guarantee securing the minimum turnover of GSGM games. Inteltek intervened in the case before the abovementioned court in favour of GSGM because, according to the contract dated 29th August 2008, GSGM may request from Inteltek the amount that will be finally obliged to pay. The decision issued by the court vindicates GSGM and Inteltek and the abovementioned penalty was cancelled. The Tax Authority filed an appeal which was rejected by the Turkish Council of State which validated the decision of the first instance court that had cancelled the penalty.
h. 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 favour of Etesa the amount of 23,6 billion Colombian pesos (€6,6m). 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; the application has been scheduled to be heard before the Athens One-Member First Instance Court on 1 November 2016. 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.
i. 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.
j. 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. The company Intralot Holdings International Ltd. will file all legal means against this decision.
k. On 24 April 2013 the Company was notified of the existence of a research conducted by the Competition Board of Romania in relation to the contract signed in 2003 with Compania Nationala Loteria Romana regarding the Videolotto program. The Competition Board of Romania imposed a fine to the Company amounting to 5.541.874 ROL (€1.225.157) and to the subsidiary LOTROM to 512.469 ROL (€112.998). The Company and its subsidiary LOTROM filed a lawsuit against the respective
decision requesting its annulment and the suspension of its execution. The applications for the suspension of validity of the above decision of the Competition Board were rejected and the Company and its subsidiary LOTROM filed appeals; no hearing date has been scheduled yet. Also, an application for the suspension of execution was filed by Intralot, scheduled to be heard on 13th November 2014, date on which the Court decided to suspend the issue of the decision until the competent court decides on the main recourse filed for annulment of the decision of the Competition Board. Against said decision an appeal was filed which has been rejected. Finally, regarding the applications for the annulment of the decision of the Competition Board, the application of INTRALOT is scheduled to be heard, following postponements, on 21 September 2016, while the respective application of LOTROM which has been heard, following postponements, on 16 December 2015, was accepted by the court and the fine imposed to LOTROM was cancelled. No appeal against this decision has been served to LOTROM.
l. 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. Due to the early stage of the procedure and the nature of the case as well as due to the secrecy of the investigation procedures, neither further comments on the issue nor any estimation of any possible negative financial effect on the financials of the group can be provided.
m. In Poland, as a result of bet making points controls conducted by Custom Service bodies in 6 shops, a gambling law breach was claimed to be made by the "E-Promotion" program of the subsidiary "Totolotek Totomix SA" and a relevant administrative procedure was initiated which was concluded with the issue of a second instance decision of the Ministry of Finance for revocation of the six relevant licenses; the company filed a recourse against this decision before the Administrative Courts which was rejected and an appeal was filed against the respective decision which is pending. In relation to all remaining shops a second instance decision of the Ministry of Finance was issued revoking their licenses. The company has filed recourses before Administrative Courts which were rejected at the first and second instance except one case for which the hearing date before the second instance court is pending. "Totolotek Totomix SA" intends to file further legal means against the above decisions. Since December 2012, new licenses have already been issued by virtue of which the subsidiary "Totolotek Totomix SA" operates and, therefore, the abovementioned cases will not affect its activities. Following the abovementioned decisions of the Ministry of Finance regarding the revocation of the licenses, a fine amounting to 480.000 Euro was imposed to the company. The company filed a recourse against this decision and the court issued, on 13 May 2015, its decision vindicating "Totolotek Totomix SA" and cancelled the fine, while the respective appeal filed was rejected by the Warsaw Supreme Court rendering final the decision of the court which cancelled the fine.
n. In Italy, the company Tike Games S.r.l. filed a lawsuit before the civil courts of Rome requesting a compensation in the amount of 378.400 Euro in relation to a contract signed with Intralot Italia S.p.A.
which now belongs to the group of Gamenet SpA where Intralot group has 20% participation. Intralot Italia S.p.A. had terminated the above contract due to material breach of an exclusivity undertaking provision when Intralot Italia SpA realized that the plaintiff had installed in its point of sale gaming machines (AWPs and VLTs) of a third party-concessionaire which was not approved by Intralot Italia S.p.A. The plaintiff claims that Intralot Italia S.p.A. is responsible for the compensation since it delayed to install the respective gaming machines. Following the hearing of 6th May 2015, the court set the next hearing date for 13 January 2016 when the case was heard and the issue of the decision is expected. The opinion of the external legal advisors is that the above lawsuit will not finally succeed.
o. 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 holds an indirect shareholding interest. Notably, as per SVL, the lawsuit is based on the same claims (related to demands arose before the acquisition of INTRALOT's participation in SVL), 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. Intralot agrees with SVL's opinion that the Complaint is wholly without merit and expects that it will be successful in the Florida courts, as it was in the Jamaican courts.
p. In Brazil, a former officer of a subsidiary company filed a lawsuit against such subsidiary requesting several amounts to be paid to him as fees resulting from his labour relationship amounting to approx. €240.000 and from a services agreement calculated as a percentage 4% on the turnover of the subsidiary. On August 23rd, 2013, the decision of the local court was issued dismissing the lawsuit. The plaintiff filed an appeal and a decision was issued at the end of July 2014 which refers the case for a new hearing before the Court of First Instance. The court accepted the claim of the plaintiff in relation to the amounts owed due to his labor relationship but rejected the claim for remuneration resulting from a services agreement. The company is examining the possibility to file legal means against this decision.
q. 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 the issue of the decision is pending.
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.
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 hearing date is 17th February 2016 but on that date the hearing was postponed for 4 October 2017 due to lawyers' strike.
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.
r. In Italy, the company Stanley International Betting Ltd filed a recourse before the administrative courts of Lazio against the State Autonomous Administrative Monopolies (AAMS) and eventually against all companies to which licenses for conducting betting activities have been granted, including Intralot Italia SpA, (which now belongs to the group of Gamenet SpA where Intralot group has 20% participation) requesting the annulment of the legislative decree of 2012 which provided for the granting of licenses for betting activities for three years, the annulment of the tenders conducted in 1999 and 2006 and the betting licenses granted pursuant to them for twelve and nine years respectively.
The hearing of the case was made on 5 February 2014 and the court decided to suspend the issue of the decision until the European Court of Justice responds on some preliminary queries which have been set by the court of second instance relating to a recourse of Stanley International Betting Ltd against AAMS and the companies SNAI S.p.A. and Intralot Italia S.p.A. which was rejected at the first instance and was related, among others, to the legality of the participation of Stanley International Betting Ltd to the tenders of 1999 and 2006. The second instance court (Consiglio di Stato) rejected the appeal of Stanley International Betting Ltd following a decision of the European Court which was negative for Stanley International Betting Ltd, while a second recourse of the other party is pending before the court of first instance.
s. In Italy, pursuant to a law passed in December 2014, a decision was issued by the Italian Autonomous Administration of State Monopolies (AAMS) on 15th January 2015, according to which, all companies that operate gaming machines are required to pay to the Italian Autonomous Administration of State Monopolies (AAMS) the amount of 1,2K Euro per gaming machine which was in operation on 31st December 2014. The total balance due by all the industry companies is €500 million. The amount corresponding to Intralot Gaming Machines S.p.A. (which now belongs to the
group of Gamenet SpA where Intralot group has 20% participation), is approximately €13 million. Intralot Gaming Machines S.p.A., together with all the industry companies, have appealed to the competent administrative court against both the abovementioned law and the decision of AAMS, requesting the annulment thereof for being unconstitutional as well as the suspension of the execution of the law and of AAMS's decision. The request for the suspension of execution was rejected by the competent court on 1st April 2015. The case regarding the constitutionality was heard on 1st July 2015 and the decision issued requested from the parties to submit additional information. Following a new hearing on 21 October 2015, the court, on 17 November 2015, decided to suspend the issue of the decision and to refer the case before the Constitutional Court. No hearing date before the Constitutional Court has been scheduled. Intralot Gaming Machines S.p.A. has exercised the right conferred by Law to recharge almost all of that tax to the sales network.
t. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting the payment of the amount of €121.869,81 as non-paid wages. The hearing had been scheduled for 25 May 2016 when it was postponed for 4 June 2018 due to lawyers' abstention from hearings. The Legal Department of the Company considers that, following the hearing of the case, the above-mentioned lawsuit would not be successful.
u. In U.S.A., "Georgia Atlanta Amusement" which is a master license holder to operate video lottery games in the state of Georgia U.S.A., filed a lawsuit against the subsidiary Intralot, Inc. and demands approx. 400.000 US dollars (€351.339) claiming malfunction of the monitoring system of the video lottery in the state of Georgia, U.S.A. The malfunction was due to equipment of third party provider. At the mediation stage it was agreed that Intralot, Inc. will pay the amount of 300.000 US dollars. Intralot, Inc. will examine the possibility to turn against the third party provider for the payment of any possible compensation.
v. In Poland a lawsuit was filed against the subsidiary "Totolotek Totomix SA" by a player of betting games; he claims that the amount of 861.895PLN (€202.437) which was not paid by the abovementioned subsidiary because of violation of the betting regulations by the plaintiff, is due to him. "Totolotek Totomix SA" has requested the case to be heard before the Warsaw courts (instead of the courts of the town Torun) and this application was accepted, however the plaintiff has filed a recourse requesting that the case to be heard before the courts of Torun; the decision is pending.
w. There is a dispute pending between on the one hand the subsidiary company Intralot Leasing Netherlands B.V. in its capacity as lessee and the Company in its capacity as guarantor and on the other hand the company Econocom Nederland B.V. with respect to a sale and leaseback of equipment agreement dated 28 March 2013 and more specifically in relation to a claim of Econocom Nederland B.V. for further payments to it. As per the agreement's terms, a stand-by letter of credit issued by the French bank Societe Generale in the amount of €5mil. had been delivered to Econocom Nederland B.V. The Company requested from the competent French court in Paris this stand-by letter of credit not to be called and the court issued a temporary decision restricting Societe Generale from paying any amount from the above stand-by letter of credit to Econocom Nederland B.V. until the hearing of the case on 15 September 2016. A lawsuit will also be filed with a request to be recognized that no further amounts are due to Econocom Nederland B.V. by virtue of the above agreement.
Until 31/08/2016, apart from the legal issues for which a provision has been recognised, 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 |
|---|---|---|---|
| INTRALOT S.A. | 2012-2013 & 2015 |
WHITE EAGLE INVESTMENTS LTD | 2014-2015 |
| BETTING COMPANY S.A. | 2007-2010 & 2015 |
BETA RIAL Sp.Zoo | 2011-2015 |
| BETTING CYPRUS LTD | 2011-2015 | POLLOT Sp.Zoo | 2011-2014 |
| INTRALOT AUSTRALIA PTY LTD | 2012-2015 | TOTOLOTEK S.A. | 2011-2015 |
| INTRALOT GAMING SERVICES PTY | 2012-2015 | INTRALOT SLOVAKIA SPOL. S.R.O. | 2014-2015 |
| INTRALOT IBERIA HOLDINGS SA | 2011-2015 | SLOVENSKE LOTERIE A.S. | 2011-2015 |
| INTRALOT JAMAICA LTD | 2010-2015 | TORSYS S.R.O. ³ | 2011-2013 |
| INTRALOT TURKEY A.S. | 2011-2015 | TACTUS S.R.O. ³ | 2011-2014 |
| INTRALOT DE MEXICO LTD | 2006-2015 | NIKANTRO HOLDINGS Co LTD | 2010-2015 |
| INTRALOT CHILE SPA | - | LOTERIA MOLDOVEI S.A. | 2014-2015 |
| INTELTEK INTERNET AS | 2011-2015 | INTRALOT BETTING OPERATIONS (CYPRUS) LTD | 2010-2015 |
| AZERINTELTEK AS | 2014-2015 | ROYAL HIGHGATE LTD | 2008-2015 |
| INTRALOT DE PERU SAC | 2013-2015 | INTRALOT LEASING NEDERLAND B.V. | 2013-2015 |
| SERVICIOS TRANSDATA S.A. ¹ | 2010-2013 | INTRALOT IRELAND LTD | 2014-2015 |
| POLDIN LTD | 2011-2015 | BILOT INVESTMENT LTD | - |
| ATROPOS S.A. | 2009-2015 | TECNO ACCION URUGUAY S.A. | - |
| INTRALOT SERVICES S.A. | 2015 | INTRALOT CYPRUS GLOBAL ASSETS LTD | 2012-2015 |
| INTRALOT ADRIATIC DOO | 2015 | INTRALOT OOO | 2013-2015 |
| BILYONER INTERAKTIF HIZMELTER AS GROUP | 2012-2015 | INTRALOT DISTRIBUTION OOO | 2013-2015 |
| INTRALOT MAROC S.A. | 2012-2015 | INTRALOT ST. LUCIA LTD | 2008-2015 |
| GAMING SOLUTIONS INTERNATIONAL LTDA | 2011-2015 | INTRALOT GUATEMALA S.A. | 2009-2015 |
| INTRALOT DE COLOMBIA (BRANCH) | 2011-2015 | LOTERIAS Y APUESTAS DE GUATEMALA S.A. | 2009-2015 |
| INTRALOT INTERACTIVE S.A. | 2010 & 2015 | INTRALOT DOMINICANA S.A. | 2009-2015 |
| INTRALOT GLOBAL SECURITIES B.V. | 2013-2015 | INTRALOT LATIN AMERICA INC | 2008-2015 |
| INTRALOT FINANCE LUXEMBOURG S.A. | 2013-2015 | INTRALOT SURINAME LTD | 2008-2015 |
| INTRALOT CAPITAL LUXEMBOURG S.A. | 2014-2015 | CARIBBEAN VLT SERVICES LTD | 2012-2015 |
| INTRALOT GLOBAL HOLDINGS B.V. | 2013-2015 | INTRALOT CARIBBEAN VENTURES LTD | 2010-2015 |
| INTRALOT INC | 2010-2011 & 2013-2015 |
SUPREME VENTURES LTD | 2008-2015 |
| DC09 LLC | 2011-2015 | ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | 2012-2015 |
| ILOT CAPITAL UK LTD | 2015 | INTRALOT INTERNATIONAL LTD | 2010-2015 |
| ILOT INVESTMENT UK LTD | 2015 | INTRALOT OPERATIONS LTD | 2010-2015 |
| INTRALOT NEDERLAND B.V. | 2010-2015 | NETMAN SRL | 2011-2015 |
| LOTROM S.A. | 2010-2015 | BILOT EOOD | 2011-2015 |
| INTRALOT BEIJING Co LTD | 2007-2015 | EUROFOOTBALL LTD | 2010-2015 |
| TECNO ACCION S.A. | 2011-2015 | EUROFOOTBALL PRINT LTD | 2011-2015 |
| TECNO ACCION SALTA S.A. | 2015 | INTRALOT TECHNOLOGIES LTD | 2010-2015 |
| MALTCO LOTTERIES LTD | 2004-2015 | INTRALOT LOTTERIES LTD | 2011-2015 |
| INTRALOT NEW ZEALAND LTD | 2010-2015 | INTRALOT INVESTMENTS LTD | 2012-2015 |
| INTRALOT DO BRAZIL LTDA | 2011-2015 | INTRALOT BUSINESS DEVELOPMENT LTD | 2010-2015 |
| INTRALOT MINAS GERAIS LTDA ² | 2011-2012 | GAMING SOLUTIONS INTERNATIONAL SAC | 2011-2015 |
| OLTP LTDA | 2011-2015 | NAFIROL S.A. | - |
| INTRALOT ARGENTINA S.A. | 2011-2015 | LEBANESE GAMES S.A.L | - |
| INTRALOT GERMANY GMBH | 2012-2015 | INTRALOT HONG KONG HOLDINGS LTD | 2015 |
| INTRALOT SOUTH KOREA S.A. | 2007-2015 | ENTERGAMING LTD | - |
| INTRALOT FINANCE UK PLC | 2014-2015 | INTRALOT BETTING OPERATIONS RUSSIA LTD | 2011-2015 |
| INTRALOT ASIA PACIFIC LTD | - | FAVORIT BOOKMAKERS OFFICE OOO | 2013-2015 |
¹ The subsidiary company Servicios Transdata SA has merged with Intralot De Peru SAC
² The subsidiary company Intralot Minas Gerais Ltda has merged with Intralot Do Brazil Ltda
³ The subsidiary companies Torsys SRO and Tactus SRO have merged with Slovenske Loterie AS
The tax audit was completed in Pollot Sp. Zoo for the year 2015. Also in Intralot New Zealand Ltd was conducted and completed the examination of tax returns as for risk of taxation of intellectual property rights for the years 2014-2016. No charge from conducting tax inspection was revealed in companies Pollot Sp. Zoo and Intralot New Zealand Ltd. In Royal Highgate LTD the tax audit is in progress for the years 2008-2012. Meanwhile, there is a tax audit in progress for the periods 2010-2012 in Intralot Jamaica LTD, for the period 2013-2014 in Intralot de Peru SAC, for the period 2010-2011 in Eurofootball LTD, for the year 2013-2014 in Bilyoner Interaktif Hiizmelter AS, for the period 2008-2014 in Supreme Ventures LTD as well for the period January 2014 to April 2016 in AzerInteltek AS. The tax audit is in progress for the year 2013 in the field of VAT in Intralot Leasing Nederland BV. In Servicios Transdata S.A the tax audit for the income tax has been completed during the year 2014 as for the year 2008 and for VAT as for the period 1/1/2008-30/6/2009 imposing additional taxes and fines amounting to €3,4 million. The company has started an objection according to the relevant law for the cancellation of imposed taxes and fines. The company's legal consultants believe that the most possible outcome of the case will be positive. In Lotrom started a tax audit from local tax authorities pertaining to the economic activities that imply operations with VAT, for the period 2004-2014. Moreover, the tax inspection for INTRALOT SA in 2011 has been completed imposing taxes on accounting differences plus surcharges amounting to €3,9 million. The Company filed administrative appeals against the relevant control sheets with an effect the decrease of taxes to the amount €3,34 million. The Company testified new appeals to the Administrative Greek Courts. The company's management and its legal advisors estimate that the appeals will thrive finally for the most part. The Company has formed sufficient provisions and has paid the whole amount of the taxes.
Moreover, the tax audit for the issuance of tax certificate is in progress for the fiscal year 2015 for the companies INTRALOT S.A., INTRALOT Interactive SA and Betting Company SA as well as Intralot Services SA while it was notified to Intralot SA by the competent tax authorities a partial audit/reaudit command for the years 2007 & 2008 as well as regular tax audit for the year 2012.
| COMPANY | PERIODS |
|---|---|
| LOTRICH INFORMATION Co LTD | 2014-2015 |
| INTRALOT SOUTH AFRICA LTD | 2014-2015 |
| GOREWARD LTD | 2015 |
| PRECIOUS SUCCESS LTD GROUP | 2013-2015 |
| GAIN ADVANCE GROUP LTD | - |
| KTEMS HOLDINGS CO LTD | 2005-2015 |
| OASIS RICH INTERNATIONAL LTD | 2015 |
| WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD | 2015 |
| BIT8 LTD | 2015 |
| SWITCH IT NV | - |
| UNICLIC LTD | 2004-2015 |
| DOWA LTD | 2004-2015 |
| GAMENET GROUP S.p.A. | 2015 |
In Intralot South Africa LTD the tax audit is in progress for the year 2014 as well as in Lotrich Information Co Ltd concerning the intra-group transactions-related issues.
On the 30th of June 2016 within the Group there have been various operating lease agreements relating to rental of buildings and motor vehicles. Rental costs have been included in the income statement for the period ended on June 30, 2016.
Future minimum lease payments of non-cancelable lease contracts as at June 30, 2016 are as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | ||
| Within 1 year | 8.287 | 9.192 | 929 | 939 | |
| Between 2 and 5 years | 12.516 | 15.826 | 1.779 | 1.862 | |
| Over 5 years | 2.692 | 2.902 | 1.024 | 1.180 | |
| Total | 23.495 | 27.920 | 3.732 | 3.981 |
The Company and the Group on June 30, 2016 had the following contingent liabilities from guarantees for:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/6/2016 | 31/12/2015 | 30/6/2016 | 31/12/2015 | |
| Bid | 904 | 919 | 3 | 919 |
| Performance | 235.381 | 238.918 | 82.094 | 73.397 |
| Financing | 48.728 | 50.253 | 40.213 | 42.181 |
| Total | 285.013 | 290.090 | 122.310 | 116.497 |
| GROUP | ||||
| 30/6/2016 | 31/12/2015 | |||
| Guarantees issued by the parent and subsidiaries: | ||||
| - third party | 241.583 | 290.090 | ||
| - third party on behalf of affiliates | 43.430 | 0 | ||
| Total | 285.013 | 290.090 | ||
| COMPANY | ||||
| 30/6/2016 | 31/12/2015 | |||
| Guarantees issued by the parent: | ||||
| - third party on behalf of subsidiaries | 75.443 | 113.060 |
|---|---|---|
| - third party on behalf of affiliates | 43.430 | 0 |
| - third party on behalf of the parent | 3.437 | 3.437 |
| Total | 122.310 | 116.497 |
| GROUP | Minimum of the lease payments 30/6/2016 |
Present value of the minimum lease payments 30/6/2016 |
Minimum of the lease payments 31/12/2015 |
Present value of the minimum lease payments 31/12/2015 |
|---|---|---|---|---|
| Within one year | 2.087 | 1.946 | 7.124 | 6.815 |
| After one year but not more than | ||||
| five years | 1.117 | 1.073 | 2.059 | 1.966 |
| After more than five years | 0 | 0 | 0 | 0 |
| Minus: Interest | -185 | 0 | -402 | 0 |
| Total | 3.019 | 3.019 | 8.781 | 8.781 |
The Company has no obligations under finance leases.
In the data presented in the previous year were limited size adjustments / reclassifications for comparative purposes, without significant impact on equity, turnover and profit after tax for the previous year the Group and the Company.
In August 2016, INTRALOT Group announced that it has entered into discussions on an exclusive basis with the company Tatts, regarding a possible sale of INTRALOT's business in Australia and New Zealand.
THE CHAIRMAN OF THE BOARD OF DIRECTORS THE GROUP CEO
S.P. KOKKALIS ID. No. AΙ 091040
A.I. KERASTARIS ID. No. AI 682788
THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR
G. SP. KOLIASTASIS ID No. Σ 699882
Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class
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