Quarterly Report • Nov 27, 2015
Quarterly Report
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INTERIM FINANCIAL STATEMENTS (based on the Article 5 of L.3556/2007) FOR THE PERIOD ENDED 30 September, 2015 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
| Interim Financial Statements | |
|---|---|
| Income Statement Group/Company 3 | |
| Statement of Comprehensive Income Group/Company4 | |
| Statement of Financial Position Group/Company5 | |
| Statement of changes in Equity Group/Company 6 | |
| Cash Flows Statement Group/Company8 | |
| Notes to the Interim Financial Statements | |
| 1. General information 9 | |
| 2. Summary of significant accounting Policies 9 | |
| 2.1.1 Basis of preparation of the Financial Statements 9 | |
| 2.1.2 Statement of compliance9 | |
| 2.1.3 Financial Statements 9 | |
| 2.1.4 Changes in accounting policies 10 | |
| 2.1.5 EBITDA & EBIT 17 | |
| 2.1.6 Significant accounting judgments, estimates and assumptions 18 | |
| 2.1.7 Seasonality and cyclicality of operations 19 | |
| 2.2 Information per Segment 19 | |
| 2.3 Income Taxes 21 | |
| 2.4 Income / (expenses) from participations and investments 21 | |
| 2.5 Gain / (losses) from assets disposal, impairment losses & write-off of assets 21 | |
| 2.6 Impairment, write off and provisions for doubtful debts 21 | |
| 2.7 Interest expense / income and similar expense / income 22 | |
| 2.8 Exchange differences 22 | |
| 2.9 Tangible and intangible fixed assets 22 | |
| 2.10 Investment in subsidiaries, associates and joint ventures 25 | |
| 2.11 Other financial assets 26 | |
| 2.12 Inventories 26 | |
| 2.13 Cash and cash equivalents 26 | |
| 2.14 Share capital, treasury shares and reserves 27 | |
| 2.15 Dividends 28 | |
| 2.16 Long term debt 29 | |
| 2.17 Shared based benefits 30 | |
| 2.18 Financial assets and liabilities 30 | |
| 2.19 Supplementary information 36 | |
| A. Business combination and method of consolidation 36 | |
| Ι. Full consolidation 36 | |
| ΙΙ. Equity method 38 | |
| ΙΙΙ. Acquisitions 38 | |
| IV. New companies of the Group 39 | |
| V. Changes in ownership percentage during 2015 39 | |
| VI. Subsidiaries' share capital increase 39 | |
| VII. Discontinued operations in the Group 39 | |
| B. Real liens 39 | |
| C. Provisions 40 | |
| D. Personnel employed 40 | |
| E. Related party disclosures 40 | |
| 2.20 Contingent liabilities, assets and commitments 42 | |
| A. Litigation cases 42 | |
| B. Fiscal years unaudited by the tax authorities 48 | |
| C. Commitments 50 | |
| (i) Operating lease payment commitments 50 | |
| (ii) Guarantees 50 | |
| (iii) Financial lease payment commitments 50 | |
| 2.21 Comparable figures 51 | |
| 2.22 Subsequent events 51 | |
| 3. Figures and information for the period January 1, 2015 until September 30, 2015 52 |
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 1/1- | 1/1- | 1/7- | 1/7- | 1/1- | 1/1- | 1/7- | 1/7- |
| 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | ||
| Sale Proceeds | 2.2 | 1.379.842 | 1.329.509 | 421.165 | 424.009 | 52.794 | 64.486 | 13.445 | 16.593 |
| Less: Cost of Sales | -1.190.186 | -1.135.990 | -361.531 | -366.899 | -32.471 | -37.627 | -6.489 | -14.771 | |
| Gross Profit /(Loss) |
189.656 | 193.519 | 59.634 | 57.110 | 20.323 | 26.859 | 6.956 | 1.822 | |
| Other Operating Income | 17.774 | 13.253 | 4.924 | 4.743 | 33.951 | 2.748 | -1.125 | 1.438 | |
| Selling Expenses | -45.099 | -42.557 | -13.051 | -12.747 | -5.994 | -5.360 | -2.141 | -1.408 | |
| Administrative Expenses | -91.160 | -86.330 | -28.931 | -25.901 | -8.487 | -9.025 | -2.230 | -2.857 | |
| Research and Development Expenses | -5.266 | -6.841 | -914 | -2.369 | -5.210 | -6.785 | -895 | -2.350 | |
| Other Operating Expenses | 2.6 | -5.958 | -4.806 | -1.255 | -1.150 | -4.188 | -189 | -40 | 8 |
| EBIT | 2.1.5 | 59.947 | 66.238 | 20.407 | 19.686 | 30.395 | 8.248 | 525 | -3.347 |
| EBITDA | 2.1.5 | 131.857 | 131.653 | 44.676 | 42.187 | 37.153 | 15.033 | 2.875 | -973 |
| Income/(expenses) from participations and investments | 2.4 | -68 | 498 | -870 | 421 | -19.918 | 4.581 | -5 | 0 |
| Gain/(losses) from assets disposal, impairment losses and write-off of assets |
2.5 | -114 | -987 | -184 | -947 | 1 | 0 | 1 | 0 |
| Interest and similar Charges | 2.7 | -51.857 | -52.572 | -16.703 | -17.720 | -20.357 | -21.832 | -5.958 | -7.635 |
| Interest and similar Income | 2.7 | 11.339 | 9.002 | 3.452 | 3.069 | 2.623 | 5.119 | 676 | 1.272 |
| Exchange Differences | 2.8 | 1.536 | 6.883 | -4.864 | 3.027 | 595 | 3.279 | -2.229 | 2.799 |
| Profit / (Loss) from equity method consolidations | 2.10 | -2.797 | -1.790 | -866 | -441 | 0 | 0 | 0 | 0 |
| Operating Profit/(Loss) Before Tax | 17.986 | 27.272 | 372 | 7.095 | -6.661 | -605 | -6.990 | -6.911 | |
| Taxes | 2.3 | -34.614 | -30.533 | -9.038 | -4.174 | -1.538 | -6.808 | -926 | 2.762 |
| Net Profit / (Loss) after taxes from Continuing Operations (a) |
-16.628 | -3.261 | -8.666 | 2.921 | -8.199 | -7.413 | -7.916 | -4.149 | |
| Net Profit / (Loss) after taxes from Discontinuing Operations (b) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Net Profit / (Loss) (Continuing and Discontinuing Operations) (a) + (b) |
-16.628 | -3.261 | -8.666 | 2.921 | -8.199 | -7.413 | -7.916 | -4.149 | |
| Attributable to: | |||||||||
| Equity holders of parent | -50.424 | -32.070 | -19.431 | -8.020 | -8.199 | -7.413 | -7.916 | -4.149 | |
| Non-Controlling Interest | 33.796 | 28.809 | 10.765 | 10.941 | 0 | 0 | 0 | 0 | |
| Earnings/(losses) after taxes per share (in €) | |||||||||
| -basic | -0,3182 | -0,2017 | -0,1226 | -0,0504 | -0,0517 | -0,0466 | -0,0499 | -0,0261 | |
| -diluted | -0,3182 | -0,2017 | -0,1226 | -0,0504 | -0,0517 | -0,0466 | -0,0499 | -0,0261 | |
| Weighted Average number of shares | 158.490.975 | 158.961.721 | 158.490.975 | 158.961.721 | 158.490.975 | 158.961.721 | 158.490.975 | 158.961.721 |
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts reported in thousand € |
Note | 1/1- 30/9/2015 |
1/1- 30/9/2014 |
1/7- 30/9/2015 |
1/7- 30/9/2014 |
1/1- 30/9/2015 |
1/1- 30/9/2014 |
1/7- 30/9/2015 |
1/7- 30/9/2014 |
| Net Profit / (Loss) (Continuing and Discontinuing Operations) |
-16.628 | -3.261 | -8.666 | 2.921 | -8.199 | -7.413 | -7.916 | -4.149 | |
| Attributable to: | |||||||||
| Equity holders of parent | -50.424 | -32.070 | -19.431 | -8.020 | -8.199 | -7.413 | -7.916 | -4.149 | |
| Non-Controlling Interest | 33.796 | 28.809 | 10.765 | 10.941 | 0 | 0 | 0 | 0 | |
| Other comprehensive income after tax: | |||||||||
| Amounts that may not be reclassified to profit or loss: |
|||||||||
| Defined benefit plans revaluation for Parent company and subsidiaries |
6 | -5 | 14 | 0 | 0 | 0 | 0 | 0 | |
| Amounts that may be reclassified to profit or loss: |
|||||||||
| Valuation of available- for -Sale financial assets of parent and subsidiaries |
2.11 | -1.990 | -3.261 | -1.071 | -2.294 | -7 | 162 | -8 | -17 |
| Share of valuation of available- for -Sale financial assets of associates and joint ventures |
0 | -20 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Derivatives valuation of parent and subsidiaries | 0 | 407 | 32 | 0 | 0 | 0 | 0 | 0 | |
| Exchange differences on translating foreign operations of subsidiaries |
2.14 | -16.407 | 3.655 | -17.503 | 8.579 | 0 | 0 | 0 | 0 |
| Share of exchange differences on translating foreign operations of associates and joint ventures |
2.14 | 6.142 | 6.992 | -1.022 | 6.717 | 0 | 0 | 0 | 0 |
| Other comprehensive income/ (expense) after taxes |
-12.249 | 7.768 | -19.550 | 13.002 | -7 | 162 | -8 | -17 | |
| Total income / (expenses) after taxes | -28.877 | 4.507 | -28.216 | 15.923 | -8.206 | -7.251 | -7.924 | -4.166 | |
| Attributable to: | |||||||||
| Equity holders of parent | -57.910 | -26.528 | -34.584 | 2.101 | -8.206 | -7.251 | -7.924 | -4.166 | |
| Non-Controlling Interest | 29.033 | 31.035 | 6.368 | 13.822 | 0 | 0 | 0 | 0 |
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Amounts reported in thousand € | Note | 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| ASSETS | ||||||
| Tangible fixed assets | 2.9 | 171.595 | 182.794 | 10.949 | 8.001 | |
| Intangible assets | 2.9 | 334.939 | 348.854 | 83.542 | 77.804 | |
| Investment in subsidiaries, associates and joint ventures |
2.10 | 41.660 | 32.608 | 173.489 | 209.661 | |
| Other financial assets | 2.11 | 25.184 | 36.928 | 3.247 | 3.254 | |
| Deferred Tax asset | 8.214 | 9.035 | 0 | 0 | ||
| Other long term receivables | 75.890 | 60.530 | 204 | 315 | ||
| Total Non Current Assets | 657.482 | 670.749 | 271.431 | 299.035 | ||
| Inventories | 2.12 | 49.543 | 52.017 | 34.176 | 39.085 | |
| Trade and other short term receivables |
220.115 | 215.073 | 128.452 | 128.809 | ||
| Other financial assets | 2.11 | 0 | 328 | 0 | 0 | |
| Cash and cash equivalents | 2.13 | 272.315 | 416.925 | 19.270 | 7.875 | |
| Total Current Assets | 541.973 | 684.343 | 181.898 | 175.769 | ||
| TOTAL ASSETS | 1.199.455 | 1.355.092 | 453.329 | 474.804 | ||
| EQUITY AND LIABILITIES | ||||||
| Share Capital | 2.14 | 47.689 | 47.689 | 47.689 | 47.689 | |
| Treasury Shares | 2.14 | -490 | -490 | -490 | -490 | |
| Other reserves | 2.14 | 60.139 | 59.807 | 45.515 | 46.064 | |
| Foreign currency translation | 2.14 | -62.593 | -57.090 | 0 | 0 | |
| Retained earnings | 2.15 | 112.562 | 167.563 | 2.745 | 10.420 | |
| Total equity attributable to shareholders of the parent |
157.307 | 217.479 | 95.459 | 103.683 | ||
| Non-Controlling Interest | 68.396 | 100.060 | 0 | 0 | ||
| Total Equity | 225.703 | 317.539 | 95.459 | 103.683 | ||
| Long term Debt | 2.16 | 715.515 | 557.452 | 276.791 | 172.542 | |
| Staff retirement indemnities | 5.784 | 7.053 | 3.027 | 4.094 | ||
| Other long term provisions | 2.19 | 7.136 | 6.071 | 4.619 | 5.423 | |
| Deferred Tax liabilities | 16.397 | 14.740 | 7.139 | 5.599 | ||
| Other long term liabilities | 18.769 | 14.151 | 0 | 0 | ||
| Finance lease obligation | 2.275 | 8.600 | 0 | 0 | ||
| Total Non Current Liabilities | 765.876 | 608.067 | 291.576 | 187.658 | ||
| Trade and other short term liabilities | 149.508 | 175.457 | 62.238 | 108.972 | ||
| Short term debt and finance lease | 38.594 | 232.268 | 694 | 71.129 | ||
| Current income taxes payable | 12.653 | 13.571 | 2 | 2 | ||
| Short term provision | 2.19 | 7.121 | 8.190 | 3.360 | 3.360 | |
| Total Current Liabilities | 207.876 | 429.486 | 66.294 | 183.463 | ||
| TOTAL LIABILITIES | 973.752 | 1.037.553 | 357.870 | 371.121 | ||
| TOTAL EQUITY AND LIABILITIES | 1.199.455 | 1.355.092 | 453.329 | 474.804 |
| 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 |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|
| Opening Balance 1st January 2015 |
47.689 | -490 | 26.001 | 33.806 | -57.090 | 167.563 | 217.479 | 100.060 | 317.539 |
| Effect on retained earnings from previous years adjustment | -4 | -4 | 1 | -3 | |||||
| Subsidiary share capital increase | -50.424 | -50.424 | 33.796 | -16.628 | |||||
| Period's Results | -1.986 | -5.503 | 3 | -7.486 | -4.763 | -12.249 | |||
| Other comprehensive income/(expenses) after tax | 0 | -58.355 | -58.355 | ||||||
| Dividends to equity holders of parent /non-controlling interest | -2.258 | -2.258 | -2.343 | -4.601 | |||||
| Transfer between Reserves | 2.855 | -537 | -2.318 | 0 | 0 | ||||
| Balances as at 30th September 2015 |
47.689 | -490 | 28.856 | 31.283 | -62.593 | 112.562 | 157.307 | 68.396 | 225.703 |
| 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 |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|
| Opening Balance 1st January 2014 |
47.689 | 0 | 24.197 | 39.653 | -61.002 | 215.812 | 266.349 | 77.395 | 343.744 |
| Effect on retained earnings from previous years adjustment | 156 | 156 | -208 | -52 | |||||
| Period's Results | -32.070 | -32.070 | 28.809 | -3.261 | |||||
| Other comprehensive income/(expenses) after tax | -2.874 | 8.419 | -3 | 5.542 | 2.226 | 7.768 | |||
| Dividends to equity holders of parent/non-controlling interest | -17.990 | -17.990 | |||||||
| Sale / Liquidation of Subsidiary | -290 | -290 | |||||||
| Transfer between Reserves | 1.800 | -922 | -878 | 0 | 0 | ||||
| Balances as at 30th September 2014 |
47.689 | 0 | 25.997 | 35.857 | -52.583 | 183.017 | 239.977 | 89.942 | 329.919 |
| 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 1st January 2015 | 47.689 | -490 | 15.896 | 30.168 | 10.420 | 103.683 |
| Effect on retained earnings from previous years adjustment | -18 | -18 | ||||
| Period's Results | -8.199 | -8.199 | ||||
| Other comprehensive income/(expenses) after tax | -7 | -7 | ||||
| Transfer between Reserves | -542 | 542 | 0 | |||
| Balances as at 30th September 2015 |
47.689 | -490 | 15.896 | 29.619 | 2.745 | 95.459 |
| 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 1st January 2014 | 47.689 | 0 | 15.896 | 32.807 | 18.642 | 115.034 |
| Effect on retained earnings from previous years adjustment | -87 | -87 | ||||
| Period's Results | -7.413 | -7.413 | ||||
| Other comprehensive income/(expenses) after tax | 162 | 162 | ||||
| Transfer between Reserves | -922 | 922 | 0 | |||
| Balances as at 30th September 2014 | 47.689 | 0 | 15.896 | 32.047 | 12.064 | 107.696 |
Interim Financial Statements for the period January 1 to September 30, 2015
| Amounts reported in thousand of € | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Note | 1/1- 30/9/2015 |
1/1- 30/9/2014 |
1/1- 30/9/2015 |
1/1- 30/9/2014 |
|
| Operating activities | |||||
| Profit / (losses) before Taxation | 17.986 | 27.272 | -6.661 | -605 | |
| Plus / Less adjustments for: | |||||
| Depreciation and Amortization | 71.910 | 65.415 | 6.758 | 6.785 | |
| Provisions | 2.5/2.6 | 3.411 | 2.358 | 6.779 | -2.345 |
| Results (income, expenses, gains and losses) from Investing Activities |
2.4/2.5 2.8/2.10 |
639 | -7.143 | -16.890 | -8.784 |
| Interest and similar Charges | 2.7 | 51.857 | 52.572 | 20.357 | 21.832 |
| Interest and similar Income | 2.7 | -11.339 | -9.002 | -2.623 | -5.119 |
| Plus / Less adjustments of working capital to net cash or related to operating activities: |
|||||
| Decrease / (increase) of Inventories | 837 | -5.903 | 4.909 | -1.263 | |
| Decrease / (increase) of Receivable Accounts |
-22.993 | 9.117 | 7.830 | 36.076 | |
| (Decrease) / increase of Payable Accounts (except Banks) |
-24.669 | -17.229 | -51.377 | -22.621 | |
| Less: | |||||
| Income Tax Paid | 22.799 | 23.375 | 0 | 954 | |
| Total inflows / (outflows) from operating activities (a) |
64.840 | 94.082 | -30.918 | 23.002 | |
| Investing Activities | |||||
| (Purchases) / Sales of subsidiaries, associates, joint ventures and other investments |
2.11 2.19 |
2.798 | 7.373 | -203 | 392 |
| Purchases of tangible and intangible assets | 2.9 | -55.463 | -42.752 | -15.040 | -8.203 |
| Proceeds from sales of tangible and intangible assets |
2.9 | 1.751 | 133 | 0 | 0 |
| Interest received | 10.559 | 8.991 | 585 | 3.477 | |
| Dividends received | 1.874 | 999 | 13.856 | 4.162 | |
| Total inflows / (outflows) from investing activities (b) |
-38.481 | -25.256 | -802 | -172 | |
| Financing Activities | |||||
| Cash inflows from loans | 2.16 | 46.395 | 290.829 | 289.604 | 12.000 |
| Repayment of loans | 2.16 | -38.486 | -225.801 | -227.806 | 0 |
| Bond buy backs | 2.16 | -41.352 | 0 | 0 | 0 |
| Repayments of finance lease Obligations | -8.667 | -9.181 | 0 | 0 | |
| Interest and similar charges paid | -53.935 | -53.863 | -17.496 | -25.502 | |
| Dividends paid | -55.941 | -19.542 | 0 | 0 | |
| Total inflows / (outflows) from financing activities (c) |
-151.986 | -17.558 | 44.302 | -13.502 | |
| Net increase / (decrease) in cash and cash equivalents for the period (a) + (b) + (c ) |
-125.627 | 51.268 | 12.582 | 9.328 | |
| Cash and cash equivalents at the beginning of the period |
2.13 | 416.925 | 143.293 | 7.875 | 5.131 |
| Net foreign exchange difference | -18.983 | 4.922 | -1.187 | 365 | |
| Cash and cash equivalents at the end of the period |
2.13 | 272.315 | 199.483 | 19.270 | 14.824 |
Interim Financial Statements for the period January 1 to September 30, 2015
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.
NTRALOT, 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 57 countries and states, more than 5.400 employees and revenues of €1,85 billion for 2014, 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 September 30, 2015 were approved by the Board of Directors on November 26, 2015.
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 September 2015 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 2014.
INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with the Greek Accounting Standards (GAS) Law 4308/2014 chap. 2 & 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'
Interim Financial Statements for the period January 1 to September 30, 2015
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 September 30, 2015, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2014), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning on January 1, 2015.
New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on 1st January 2015. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.
(COMMISSION REGULATION (EC) No.634/2014 of 13th June 2014, L 175 -14/06/2014)
This applies to annual accounting periods starting on or after 17th June 2014. Earlier application is permitted.
On May 2013 the IASB issued IFRIC 21 "Levies". The Interpretation describes how an entity should account for liabilities to pay levies imposed by governments, other than income taxes, in its financial statements. The principal question raised was about when the entity should recognise a liability to pay a levy. This is an interpretation of IAS 37 "Provisions, Contingent Liabilities and Contingent Assets". IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past event (known as an obligating event). The Interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. The Group does not expect this interpretation to affect 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 July, 2014. The above amendments will not have significant effect on the Group's financial statements.
(COMMISSION REGULATION (EC) No.1361/2014 of 18th December 2014, L 365/120 -19/12/2014)
The amendment clarifies that a first-time adopter entity is allowed to use either the IFRS that is currently mandatory or the new IFRS that is not yet mandatory, if that new IFRS permits early application. It is required the entity to apply the same version of the IFRS throughout the periods covered by the entity's first IFRS financial statements. Consequently, if a first-time adopter chooses to early apply a new IFRS, that new IFRS will be applied throughout all the periods presented in its first IFRS financial statements on a retrospective basis, unless IFRS 1 provides an exemption.
Interim Financial Statements for the period January 1 to September 30, 2015
The amendment clarifies that IFRS3 does not apply the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself.
The amendment clarifies that the exemption of financial assets, financial liabilities and other contracts, that is mentioned in paragraph 52 of IFRS13, includes all the contracts within the scope of, and accounted for in accordance with IAS 39 or IFRS 9, regardless of whether they meet the definitions of financial assets or financial liabilities in IAS 32 "Financial Instruments: Presentation".
The amendment clarifies whether a specific transaction meets the definition of a business combination as defined in IFRS 3 and includes an investment property as defined in IAS 40, the separate application of both Standards is required.
The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2016 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 2016. Earlier application is permitted.
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
Interim Financial Statements for the period January 1 to September 30, 2015
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.
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.
(COMMISSION REGULATION (EC) 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. The Group will assess the impact of the amendment on its financial statements.
Interim Financial Statements for the period January 1 to September 30, 2015
This applies to annual accounting periods starting on or after 1st January 2016. Earlier application is permitted.
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. 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 2016. Earlier application is permitted.
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 and 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.
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. 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 2016. Earlier application is permitted.
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
Interim Financial Statements for the period January 1 to September 30, 2015
ventures and associates either at cost or in accordance with IFRS 9. This amendment has 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.
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 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.
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 will assess the impact of the amendment on its financial statements. This amendment has not yet been endorsed by the European Union.
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
Interim Financial Statements for the period January 1 to September 30, 2015
or after the 1st of February, 2015. The above amendments will not have significant effect on the Group's financial statements.
(COMMISSION REGULATION (EC) 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 and have not yet been endorsed by the European Union.
Interim Financial Statements for the period January 1 to September 30, 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.
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 charges", "Write-off and impairment losses of assets and investments", "Gain/(loss) from asset 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 charges", "Write-off and impairment losses of assets and investments" and "Gain/(loss) from asset disposal".
| Reconciliation of operating profit before tax to EBIT and | GROUP | |||
|---|---|---|---|---|
| EBITDA: | 1/1-30/9/15 | 1/1-30/9/14 | ||
| Operating profit/loss before tax | 17.986 | 27.272 | ||
| Profit/(loss) equity method consolidation | 2.797 | 1.790 | ||
| Exchange differences | -1.536 | -6.883 | ||
| Interest and similar income | -11.339 | -9.002 | ||
| Interest and similar charges | 51.857 | 52.572 | ||
| Income / (expense) from investments and securities | 68 | -498 | ||
| Gain/(loss) from disposal, impairment losses & write-off of assets |
114 | 987 | ||
| EBIT | 59.947 | 66.238 | ||
| Depreciation and amortization | 71.910 | 65.415 | ||
| EBITDA | 131.857 | 131.653 |
Interim Financial Statements for the period January 1 to September 30, 2015
| Reconciliation of operating profit before tax to EBIT and | COMPANY | |
|---|---|---|
| EBITDA: | 1/1-30/9/15 | 1/1-30/9/14 |
| Operating profit/loss before tax | -6.661 | -605 |
| Profit/(loss) equity method consolidation | 0 | 0 |
| Exchange differences | -595 | -3.279 |
| Interest and similar income | -2.623 | -5.119 |
| Interest and similar charges | 20.357 | 21.832 |
| Income / (expense) from investments and securities | 19.918 | -4.581 |
| Gain/(loss) from disposal, impairment losses & write-off of |
||
| assets | -1 | 0 |
| EBIT | 30.395 | 8.248 |
| Depreciation and amortization | 6.758 | 6.785 |
| EBITDA | 37.153 | 15.033 |
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 September 30, 2015 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 31st December 2014.
During the first semester of 2015 the Greek economy was negatively affected from the fact that the negotiations of the Greek government and the Institutions for a new debt agreement failed and led in June 28, 2015 to a Legislative Act (L.A.) that enforced a Bank holiday and capital controls. Bank operations started again in July 20, 2015, however the capital controls still exist. The Greek government finally in August 2015 reached an agreement with the Institutions for a new three year debt agreement amounting to 86 billion Euros.
The above events had a negative impact in the Greek economy in the first nine months of 2015, while the continuing uncertainty and the capital controls are expected to negatively affect the fourth quarter of 2015.
The developments in the Greek economy is not expected to affect the financial results of INTRALOT, since the revenues of the Group from its activities in Greece was less than 3% of its total revenues in 2014 and less than 2% from its total revenues in the first nine months of 2015. The very small exposure of the Group in commercial activities in Greece stems from its highly diversified portfolio of projects in 57 jurisdictions that limits its dependence from any single market.
Interim Financial Statements for the period January 1 to September 30, 2015
Moreover, the Management team of INTRALOT has proactively prepared an action plan that analyses various economic risk scenarios and identifies appropriate preventive and remediation actions. The plan of INTRALOT ensures the unobstructed continuation of its business by providing a continuous flow of all human, material, technological and financial resources required for its operations.
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 57 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, Czech Republic and Slovakia and Republic of Ireland. | |
| Other Europe: | Russia, Moldova and Croatia. |
| 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, Egypt, |
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 General Director. 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".
Interim Financial Statements for the period January 1 to September 30, 2015
| (in million €) | European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 678,47 | 3,70 | 488,80 | 208,87 | 0,00 | 1.379,84 |
| Intragroup sales | 48,03 | 0,00 | 0,36 | 0,02 | -48,41 | 0,00 |
| Total Sales | 726,50 | 3,70 | 489,16 | 208,89 | -48,41 | 1.379,84 |
| (Debit)/Credit interest & similar (expenses)/income |
-45,14 | -0,17 | -2,75 | 7,30 | 0,24 | -40,52 |
| Depreciation/Amortization | -43,27 | -1,34 | -23,66 | -6,97 | 3,33 | -71,91 |
| Profit/(loss) consolidated with equity method |
-0,01 | 0,00 | 0,00 | -2,79 | 0,00 | -2,80 |
| Write-off & impairment of assets | -0,24 | 0,00 | -0,71 | 0,00 | 0,00 | -0,95 |
| Write-off & impairment of investments |
-36,21 | 0,00 | 0,00 | 0,00 | 36,21 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables |
-5,36 | 0,02 | -0,48 | -0,32 | 4,06 | -2,08 |
| Reversal of doubtful provisions | -33,75 | 0,00 | 0,00 | 0,00 | 33,75 | 0,00 |
| Profit/(Loss) before tax | -6,09 | -0,12 | 16,09 | 53,04 | -44,93 | 17,99 |
| Taxes | -8,47 | -0,09 | -9,20 | -16,85 | 0,00 | -34,61 |
| Profit/(Loss) after Tax | -14,56 | -0,21 | 6,89 | 36,19 | -44,93 | -16,62 |
| (in million €) | European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 675,40 | 5,46 | 393,74 | 254,91 | 0,00 | 1.329,51 |
| Intragroup sales | 41,39 | 0,00 | 1,57 | 0,44 | -43,40 | 0,00 |
| Total Sales | 716,79 | 5,46 | 395,31 | 255,35 | -43,40 | 1.329,51 |
| (Debit)/Credit interest & similar (expenses)/income |
-41,72 | -0,12 | -3,29 | 1,57 | -0,01 | -43,57 |
| Depreciation/Amortization | -41,00 | -1,88 | -19,70 | -6,51 | 3,67 | -65,42 |
| Profit/(loss) consolidated with equity method |
0,00 | -0,02 | 0,00 | -1,77 | 0,00 | -1,79 |
| Write-off & impairment of assets | -0,66 | 0,00 | -0,35 | 0,00 | 0,00 | -1,01 |
| Write-off & impairment of investments |
-9,36 | -10,54 | 0,00 | 0,00 | 19,90 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables |
-6,27 | 0,00 | -1,15 | -0,15 | 5,50 | -2,07 |
| Reversal of doubtful provisions | -1,78 | 0,00 | 0,00 | 0,00 | 1,78 | 0,00 |
| Profit/ (Loss) before tax | -19,11 | -13,66 | 16,54 | 43,65 | -0,15 | 27,27 |
| Taxes | -7,85 | -0,16 | -5,84 | -16,68 | 0,00 | -30,53 |
| Profit/(Loss) after Tax | -26,96 | -13,82 | 10,70 | 26,97 | -0,15 | -3,26 |
| (in thousand €) | 30/9/2015 | 30/9/2014 | Change |
|---|---|---|---|
| Licensed operations | 1.134.201 | 1.081.957 | 4,83% |
| Management contracts | 94.547 | 97.195 | -2,72% |
| Technology and support services | 151.094 | 150.357 | 0,49% |
| Total | 1.379.842 | 1.329.509 | 3,79% |
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | 1/1-30/9/2015 | 1/1-30/9/2014 |
|---|---|---|
| Current income taxes | 31.900 | 22.040 |
| Deferred income taxes | 2.714 | 8.493 |
| Total income tax expense reported in income statement |
34.614 | 30.533 |
The income tax expense for the Company was calculated to 29% and 26% on the taxable profit of the periods 1/1-30/9/2015 and 1/1-30/9/2014.
| COMPANY | 1/1-30/9/2015 | 1/1-30/9/2014 |
|---|---|---|
| Current income taxes | 0 | 0 |
| Deferred income taxes | 1.538 | 6.808 |
| Total income tax expense reported in income statement |
1.538 | 6.808 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | |
| Income from dividends | 1.819 | 864 | 16.294 | 4.861 |
| Gain from sale of participations and securities |
1.257 | 759 | 0 | 0 |
| Other income from participations and securities |
0 | 0 | 0 | 0 |
| Total income from participations and securities |
3.076 | 1.623 | 16.294 | 4.861 |
| Loss from sale of participations and securities |
-3.144 | -1.125 | 0 | -166 |
| Loss from impairment / write-offs of participations and securities |
0 | 0 | -36.212 | -114 |
| Total expenses from participations and securities |
-3.144 | -1.125 | -36.212 | -280 |
| Net result from participations and securities |
-68 | 498 | -19.918 | 4.581 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | |
| Gain from disposal of tangible and intangible assets |
1.167 | 39 | 1 | 0 |
| Loss from disposal of tangible and intangible assets |
-337 | -17 | 0 | 0 |
| Loss from impairment and write-off of tangible and intangible assets |
-944 | -1.009 | 0 | 0 |
| Net result from tangible and intangible assets |
-114 | -987 | 1 | 0 |
Included in other operating expenses:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | |
| Provisions for doubtful receivables from subsidiaries |
0 | 0 | 4.065 | 0 |
| Provisions for doubtful receivables from debtors |
1.780 | 1.301 | 0 | 0 |
| Receivables write off from debtors | 294 | 769 | 0 | 0 |
| Receivables write off from associates | 4 | 0 | 0 | 0 |
| Total | 2.078 | 2.070 | 4.065 | 0 |
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 30/9/2014 | 30/9/2015 | 30/9/2014 | |
| Interest expenses | -46.457 | -43.748 | -19.209 | -18.209 |
| Losses from derivatives | 0 | -737 | 0 | 0 |
| Financial expenses | -5.370 | -8.087 | -1.148 | -3.623 |
| Discounting | -30 | 0 | 0 | 0 |
| Total interest and similar expenses | -51.857 | -52.572 | -20.357 | -21.832 |
| Interest income | 10.925 | 8.753 | 2.623 | 4.972 |
| Income from derivatives | 0 | 157 | 0 | 147 |
| Discounting | 414 | 92 | 0 | 0 |
| Total interest and similar income | 11.339 | 9.002 | 2.623 | 5.119 |
| Net result from interest and similar income / expenses |
-40.518 | -43.570 | -17.734 | -16.713 |
The Group reported in the Income Statement for the third quarter of 2015 earnings from «Exchange differences» amounting to €1.536 thousand (third quarter of 2014: profit €6.883 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 at 30/9/2015 as well as from valuation of trade receivables (from third parties and associates) in USD of the Company on 30/9/2015.
Acquisitions and disposals of tangible and intangible fixed assets:
During the third quarter of 2015, the Group acquired tangible and intangible assets with acquisition cost €56.179 thousand (third quarter 2014: €38.038 thousand).
Also, during the third quarter of 2015, the Group sold tangible and intangible assets with a net book value of €1.965 thousand (third quarter 2014: €1.144 thousand), making a gain amounting to €830 thousand (third quarter 2014: gain €22 thousand) which were recorded in the account "profit / (loss) from assets disposal, impairment losses & write-off of assets".
During the third quarter of 2015, the Group proceeded to writes-offs and impairments of tangible and intangible fixed assets with a net book value of €944 thousand (third quarter 2014: €1.009 thousand), which were recorded in the account "profit / (loss) from assets disposal, impairment losses & write-off of assets".
Exchange differences on valuation of tangible and intangible fixed assets:
The net book value of tangible and intangible assets of the Group decreased in the third quarter of 2015 due to foreign exchange valuation differences by €6,5 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
Interim Financial Statements for the period January 1 to September 30, 2015
accounting practice described in note 2.1.6.a «Business Combination and Goodwill" of the annual Financial Statements of December 31st 2014.
The Group tested goodwill for impairment on 31/12/2014 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:
Carrying amount:
| Goodwill | Intangible assets with indefinite useful life |
|||
|---|---|---|---|---|
| CGU | 30/9/2015 ¹ | 31/12/2014 | 30/9/2015 | 31/12/2014 |
| European Union | 6.498 | 6.472 | 2.300 | 2.300 |
| Other Europe | 0 | 0 | 0 | 0 |
| America | 22.127 | 21.400 | 2.983 | 2.774 |
| Other countries | 44.134 | 52.835 | 0 | 0 |
| Total | 72.759 | 80.707 | 5.283 | 5.074 |
¹ The decrease in goodwill during the third quarter of 2015 by €7.948 thousand is entirely due to goodwill valuation translation differences from acquisitions of foreign subsidiaries with a different functional currency from the Group that were made 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):
Interim Financial Statements for the period January 1 to September 30, 2015
Sales:
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 | 2014 | 2013 | |
|---|---|---|---|
| European Union | 0,0% - 10,3% | -1,0% - 16,9% | |
| Other Europe | n/a | n/a | |
| America | 0,0% - 8,0% | 0,0% - 9,0% | |
| Other countries | 0,0% - 6,3% | 0,0% - 8,7% |
Growth rate used to extrapolate cash flows beyond the budget period:
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.
Growth rate beyond the budget period:
| CGU | 2014 | 2013 |
|---|---|---|
| European Union | 0,0% - 3,0% | 0,0% - 2,1% |
| Other Europe | n/a | n/a |
| America | 0,0% - 4,0% | 0,0% - 5,6% |
| Other countries | 0,0% - 12,2% | 0,0% - 8,6% |
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 | 2014 | 2013 |
|---|---|---|
| European Union | 7,0% - 8,6% | 7,7% - 9,8% |
| Other Europe | n/a | n/a |
| America | 28,8% - 37,5% | 10,1% - 28,8% |
| Other countries | 11,0% - 13,7% | 13,0% - 15,5% |
On 31/12/14, 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 | 30/9/2015 | 31/12/2014 | |||
|---|---|---|---|---|---|---|---|
| Lotrich Information Co LTD | 40% | Taiwan | 5.089 | 4.653 | |||
| Goreward LTD Group | 49,99% | China | 28.917 | 25.872 | |||
| Intralot South Africa LTD | 45% | South Africa | 1.659 | 1.835 | |||
| Bit8 Limited | 35% | Malta | 5.734 | 0 | |||
| Other | 261 | 248 | |||||
| Total | 41.660 | 32.608 | |||||
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES | 30/9/2015 | 31/12/2014 | |||||
| Opening Balance | 32.608 | 25.823 | |||||
| Participation in net profit / (loss) of associates and joint ventures |
-2.797 | -2.279 | |||||
| Valuation share of available for sale financial assets | 0 | -20 | |||||
| New acquisitions | 5.750 | 0 | |||||
| Dividends | -59 | -287 | |||||
| Translation differences | 6.158 | 9.371 | |||||
| Closing Balance | 41.660 | 32.608 | |||||
| COMPANY INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation | Country | 30/9/2015 | 31/12/2014 | |||
| Lotrich Information Co LTD | 40% | Taiwan | 5.131 | 5.131 | |||
| Intralot South Africa LTD | 45% | South Africa | 2.300 | 2.300 | |||
| Total | 7.431 | 7.431 | |||||
| COMPANY INVESTMENT IN SUBSIDIARIES |
% Participation | Country | 30/9/2015 | 31/12/2014 | |||
| Intralot De Peru SAC | 99,98% | Peru | 15.759 | 15.759 | |||
| Intralot Holdings International LTD | 100% | Cyprus | 8.464 | 8.464 | |||
| Intralot Australia Pty LTD | 100% | Australia | 0 | 36.212 | |||
| Betting Company S.A. | 95% | Greece | 139 | 139 | |||
| Inteltek Internet AS | 20% | Turkey | 67.326 | 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 | 297 | 257 | |||||
| Total | 166.058 | 202.230 | |||||
| Grand Total | 173.489 | 209.661 | |||||
| COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND | JOINT VENTURES | 30/9/2015 | 31/12/2014 | ||||
| Opening Balance | 209.661 | 171.520 | |||||
| Increase of share capital in existing subsidiaries | 0 | 38.203 | |||||
| Establishment of new subsidiaries | 40 | 0 | |||||
| Provisions for impairment 1 | -36.212 | 0 | |||||
| Liquidation of affiliates | 0 | -62 | |||||
| Closing Balance | 173.489 | 209.661 |
1 This provision relates to investment value impairment in Intralot Australia Pty LTD after completion of the sale of lottery of the State of Victoria in Tatts Group during the second quarter of 2015.
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 | ||||
|---|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | ||
| Opening Balance | 37.256 | 47.061 | 3.254 | 6.411 | |
| Purchases | 1.000 | 0 | 0 | 0 | |
| Return of Capital | -10.727 | -3.150 | 0 | -3.150 | |
| Disposals | -317 | -3.471 | 0 | 0 | |
| Fair value revaluation | -1.986 | -3.268 | -7 | -7 | |
| Foreign exchange differences | -42 | 84 | 0 | 0 | |
| Closing balance | 25.184 | 37.256 | 3.247 | 3.254 | |
| Quoted securities | 1.571 | 3.561 | 28 | 35 | |
| Unquoted securities | 23.613 | 33.695 | 3.219 | 3.219 | |
| Total | 25.184 | 37.256 | 3.247 | 3.254 | |
| Long Term securities | 25.184 | 36.928 | 3.247 | 3.254 | |
| Short Term securities | 0 | 328 | 0 | 0 | |
| Total | 25.184 | 37.256 | 3.247 | 3.254 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| Merchandise – Equipment | 46.726 | 51.761 | 35.929 | 40.838 |
| Other | 6.193 | 3.609 | 0 | 0 |
| Total | 52.919 | 55.370 | 35.929 | 40.838 |
| Impairment | -3.376 | -3.353 | -1.753 | -1.753 |
| Total | 49.543 | 52.017 | 34.176 | 39.085 |
For the third quarter of 2015, the amount transferred to profit and loss from disposals/usage of inventories is €5.525 thousand (third quarter 2014: €9.488 thousand) for the Group while the respective amount for the Company is €7.854 thousand (third quarter 2014: €2.135 thousand) and is included in «Cost of Sales».
| Reconciliation of changes in inventories provision for impairment |
GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | ||
| Opening balance for the period | 3.353 | 1.753 | 1.753 | 1.753 | |
| Period provisions * | 0 | 1.600 | 0 | 0 | |
| Reversed provisions | -1 | 0 | 0 | 0 | |
| Foreign exchange differences | 24 | 0 | 0 | 0 | |
| Closing balance for the period | 3.376 | 3.353 | 1.753 | 1.753 | |
*Included 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 (1) 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:
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| Cash and bank current accounts | 264.889 | 407.720 | 17.343 | 6.294 |
| Short term time deposits | 7.426 | 9.205 | 1.927 | 1.581 |
| Total | 272.315 | 416.925 | 19.270 | 7.875 |
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).
| Share Capital Total number of authorized shares |
|||
|---|---|---|---|
| Ordinary shares of nominal value €0,30 each | 30/9/2015 158.961.721 |
31/12/2014 158.961.721 |
|
| Issued and fully paid shares | |||
| Number of ordinary shares |
€'000 | ||
| Balance 1 January 2014 | 158.961.721 | 47.689 | |
| Issue of new shares | 0 | 0 | |
| Balance 31 December 2014 | 158.961.721 | 47.689 | |
| Issue of new shares | 0 | 0 | |
| Balance 30 September 2015 | 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 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. Until 30/9/2015 the Company has purchased 470.746 own shares (0,296% of the corporate share capital) with average price €1,0402 per share and a total purchase price of €490 thousand.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Number of ordinary shares |
€'000 | Number of ordinary shares |
€'000 | ||
| Balance 1 January 2014 | 0 | 0 | 0 | 0 | |
| Purchase of treasury shares | 470.746 | 490 | 470.746 | 490 | |
| Balance 31 December 2014 | 470.746 | 490 | 470.746 | 490 | |
| Purchase of treasury shares | 0 | 0 | 0 | 0 | |
| Balance 30 September 2015 | 470.746 | 490 | 470.746 | 490 |
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 at 30/9/2015 was €-62,6 million (31/12/2014: €-57,1 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 third quarter of 2015 amounting to €10,3 million (third quarter 2014: gain of €10,6 million), out of which loss of €5,5 million is attributable to the owners of the parent and a loss of €4,8 million to non-controlling
Interim Financial Statements for the period January 1 to September 30, 2015
interest. The above total net profit comes mainly from the fluctuation of the TRY,USD, JMD, CNY, and BRL against the EUR.
The main exchange rates of abroad subsidiaries financial statements conversion were:
| 30/9/2015 | 31/12/2014 | Change | |
|---|---|---|---|
| EUR / USD | 1,12 | 1,21 | -7,4% |
| EUR / JMD | 131,73 | 138,05 | -4,6% |
| EUR / TRY | 3,39 | 2,83 | 19,7% |
| EUR / PEN | 3,60 | 3,60 | 0,0% |
| EUR / AZN | 1,17 | 0,95 | 23,2% |
| EUR / ARS | 10,53 | 10,13 | 4,0% |
| EUR / PLN | 4,24 | 4,27 | -0,7% |
| EUR / BRL | 4,48 | 3,22 | 39,1% |
| Avg. 1/1- 30/9/2015 |
Avg. 1/1- 30/9/2014 |
Change | |
|---|---|---|---|
| EUR / USD | 1,11 | 1,35 | -17,8% |
| EUR / JMD | 128,77 | 149,28 | -13,7% |
| EUR / TRY | 2,97 | 2,93 | 1,3% |
| EUR / PEN | 3,49 | 3,80 | -8,2% |
| EUR / AZN | 1,11 | 1,06 | 4,7% |
| EUR / ARS | 10,00 | 10,79 | -7,3% |
| EUR / PLN | 4,16 | 4,18 | -0,4% |
| EUR / BRL | 3,53 | 3,10 | 13,8% |
| GROUP | COMPANY | ||
|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 |
| 28.857 | 26.001 | 15.896 | 15.896 |
| 1.649 | 1.650 | 1.456 | 1.456 |
| 31.358 | 31.900 | 28.601 | 29.143 |
| -547 | -553 | -267 | -267 |
| 0 | 0 | 0 | 0 |
| -1.178 | 809 | -171 | -164 |
| 60.139 | 59.807 | 45.515 | 46.064 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |
| Declared dividends of ordinary shares: | ||||
| Final dividend of 2013 | 0 | 12.309 | 0 | 0 |
| Interim dividend of 2014 | 0 | 11.228 | 0 | 0 |
| Final dividend of 2014 | 52.738 | 0 | 0 | 0 |
| Interim dividend of 2015 | 5.617 | 0 | 0 | 0 |
| Dividend per Statement of changes in equity | 58.355 | 23.537 | 0 | 0 |
During the third quarter of 2015 dividends paid on ordinary shares, aggregated €55.941 thousand
(third quarter 2014: €19.542 thousand).
Interim Financial Statements for the period January 1 to September 30, 2015
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate | 30/9/2015 | 31/12/2014 30/9/2015 | 31/12/2014 | ||
| Facility A (€250 mil) | EUR | 6,00% | 248.351 | 243.828 | 0 | 0 |
| Facility B (€325 mil) | EUR | 9,75% | 317.858 | 323.395 | 0 | 0 |
| Facility C (€200 mil) | EUR | 1M Euribor + 5,50% |
198.402 | 197.840 | 0 | 0 |
| Facility D (€25 mil) | EUR | 4,80% | 7.638 | 10.164 | 0 | 0 |
| Intercompany Loans | 0 | 0 | 277.485 | 243.671 | ||
| Other | 20.316 | 9.473 | 0 | 0 | ||
| Total Loans | 792.565 | 784.700 | 277.485 | 243.671 | ||
| Less: Payable during the next year | -29.305 | -220.868 | -694 | -71.129 | ||
| Repurchase Facility Α | -20.067 | -4.390 | 0 | 0 | ||
| Repurchase Facility Β | -27.678 | -1.990 | 0 | 0 | ||
| Long Term Loans | 715.515 | 557.452 | 276.791 | 172.542 |
Facility Α: On May 2014, Intralot Capital Luxembourg issued Senior Unsecured 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 30/9/2015. Until 31/12/2014, the Group proceeded to bonds buy back with a nominal value €4,5 million. During the third quarter of 2015 the Group has repurchased bonds with a nominal value €15,7 million. Additionally during the fourth quarter of 2015 and up to the authorization date of the 30/9/2015 interim financial statements, the Group concluded to resale of bonds with a nominal value €0,5 million bringing the total amount of repurchases to €19,7 million and the remaining outstanding principal amount to €230,3 million.
Facility B: On August 2013, Intralot Finance Luxembourg SA, issued Senior Notes with a face value of €325 million, due August 15th 2018, guaranteed by the parent company and subsidiaries of the Group. The Notes were offered at an issue price of 99,027%. Interest is payable semi-annually at an annual fixed nominal coupon of 9,75%. 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 30/09/15. Until 31/12/2014 the Group had repurchased bonds with a nominal value €2,0 million. During the nine months of 2015, the Group proceeded to bonds buy back with a nominal value of €26,3 million bringing the total amount of repurchases amounting to €28,3 million and the remaining outstanding principal amount to €296,7 million.
Facility C: On June 2014, Intralot Finance UK PLC signed a syndicated loan guaranteed by the parent and subsidiaries of the Group amounting €200 million. The loan will have three year duration (extendable for a further year) and the current limit is set at €200 million, of which €120 million in the form of revolving facility and €80 million as term loan. The outstanding loan balance on 30/09/15 was €200 million, and bears a floating rate (Euribor) plus a margin of 5,50%.
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
Interim Financial Statements for the period January 1 to September 30, 2015
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 30/09/15 covers the economic clauses of the syndicated loan.
Facility D: On July 2012, Maltco Lotteries LTD signed a 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 opportunistically 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 third quarter of 2015.
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
|---|---|---|---|---|
| Trade receivables | 129.243 | 0 | 0 | 129.243 |
| Receivables from related parties | 38.605 | 0 | 0 | 38.605 |
| Prepaid expenses and other receivable |
145.991 | 0 | 0 | 145.991 |
| Bad debtors provisions | -17.834 | 0 | 0 | -17.834 |
| Other quoted financial assets | 0 | 1.571 | 0 | 1.571 |
| Other unquoted financial assets | 0 | 23.613 | 0 | 23.613 |
| Total | 296.005 | 25.184 | 0 | 321.189 |
| Long term Short term |
75.890 220.115 |
25.184 0 |
0 0 |
101.074 220.115 |
| Total | 296.005 | 25.184 | 0 | 321.189 |
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
|---|---|---|---|---|
| Trade receivables | 131.526 | 0 | 0 | 131.526 |
| Receivables from related parties | 35.174 | 0 | 0 | 35.174 |
| Prepaid expenses and other receivable |
126.234 | 0 | 0 | 126.234 |
| Bad debtors provisions | -17.331 | 0 | 0 | -17.331 |
| Other quoted financial assets | 0 | 3.561 | 0 | 3.561 |
| Other unquoted financial assets | 0 | 33.367 | 328 | 33.695 |
| Total | 275.603 | 36.928 | 328 | 312.859 |
| Long term | 60.530 | 36.928 | 0 | 97.458 |
| Short term | 215.073 | 0 | 328 | 215.401 |
| Total | 275.603 | 36.928 | 328 | 312.859 |
++
| 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 | 54.290 | 0 | 0 | 54.290 |
| Payables to related parties | 20.717 | 0 | 0 | 20.717 |
| Other liabilities | 93.270 | 0 | 0 | 93.270 |
| Derivatives | 0 | 0 | 0 | 0 |
| Borrowing and finance lease | 756.384 | 0 | 0 | 756.384 |
| Total | 924.661 | 0 | 0 | 924.661 |
| Long term Short term |
736.559 188.102 |
0 0 |
0 0 |
736.559 188.102 |
| Total | 924.661 | 0 | 0 | 924.661 |
| 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 | 75.825 | 0 | 0 | 75.825 |
| Payables to related parties | 19.152 | 0 | 0 | 19.152 |
| Other liabilities | 94.377 | 0 | 0 | 94.377 |
| Derivatives | 0 | 254 | 0 | 254 |
| Borrowing and finance lease | 798.320 | 0 | 0 | 798.320 |
| Total | 987.674 | 254 | 0 | 987.928 |
| Long term | 580.203 | 0 | 0 | 580.203 |
| Short term | 407.471 | 254 | 0 | 407.725 |
| Total | 987.674 | 254 | 0 | 987.928 |
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
|---|---|---|---|---|
| Trade receivables | 46.383 | 0 | 0 | 46.383 |
| Receivables from related parties | 103.884 | 0 | 0 | 103.884 |
| Prepaid expenses and other receivable |
28.598 | 0 | 0 | 28.598 |
| Bad debtors provisions | -50.209 | 0 | 0 | -50.209 |
| Other quoted financial assets | 0 | 28 | 0 | 28 |
| Other unquoted financial assets | 0 | 3.219 | 0 | 3.219 |
| Total | 128.656 | 3.247 | 0 | 131.903 |
| Long term Short term |
204 128.452 |
3.247 0 |
0 0 |
3.451 128.452 |
| Total | 128.656 | 3.247 | 0 | 131.903 |
Interim Financial Statements for the period January 1 to September 30, 2015
| Financial assets: | Loans and receivables |
Available for sale financial assets |
Financial assets held to maturity |
Total |
|---|---|---|---|---|
| Trade receivables | 50.600 | 0 | 0 | 50.600 |
| Receivables from related parties | 133.932 | 0 | 0 | 133.932 |
| Prepaid expenses and other receivable |
24.485 | 0 | 0 | 24.485 |
| Bad debtors provisions | -79.893 | 0 | 0 | -79.893 |
| Other quoted financial assets | 0 | 35 | 0 | 35 |
| Other unquoted financial assets | 0 | 3.219 | 0 | 3.219 |
| Total | 129.124 | 3.254 | 0 | 132.378 |
| Long term Short term |
315 128.809 |
3.254 0 |
0 0 |
3.569 128.809 |
| Total | 129.124 | 3.254 | 0 | 132.378 |
| 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 | 10.023 | 0 | 0 | 10.023 |
| Payables to related parties | 45.457 | 0 | 0 | 45.457 |
| Other liabilities | 6.758 | 0 | 0 | 6.758 |
| Derivatives | 0 | 0 | 0 | 0 |
| Borrowing and finance lease | 277.485 | 0 | 0 | 277.485 |
| Total | 339.723 | 0 | 0 | 339.723 |
| Long term Short term |
276.791 62.932 |
0 0 |
0 0 |
276.791 62.932 |
| Total | 339.723 | 0 | 0 | 339.723 |
| 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 | 17.900 | 0 | 0 | 17.900 |
| Payables to related parties | 83.871 | 0 | 0 | 83.871 |
| Other liabilities | 7.201 | 0 | 0 | 7.201 |
| Derivatives | 0 | 0 | 0 | 0 |
| Borrowing and finance lease | 243.671 | 0 | 0 | 243.671 |
| Total | 352.643 | 0 | 0 | 352.643 |
| Long term Short term |
172.542 180.101 |
0 0 |
0 0 |
172.542 180.101 |
| Total | 352.643 | 0 | 0 | 352.643 |
Interim Financial Statements for the period January 1 to September 30, 2015
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 September 30, 2015 and December 31, 2014:
| GROUP | ||||
|---|---|---|---|---|
| Carrying Amount | Fair Value | |||
| Financial Assets | 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 |
| Other long-term financial assets - classified as «available for sale» |
25.184 | 36.928 | 25.184 | 36.928 |
| Other long-term receivables | 75.890 | 60.530 | 75.890 | 60.530 |
| Trade and other short-term receivables |
220.115 | 215.073 | 220.115 | 215.073 |
| Other short-term financial assets - classified as «Held to maturity» |
0 | 328 | 0 | 328 |
| Cash and cash equivalents | 272.315 | 416.925 | 272.315 | 416.925 |
| Total | 593.504 | 729.784 | 593.504 | 729.784 |
| Financial Liabilities | ||||
| Long-term loans Other long-term liabilities |
715.515 18.769 |
557.452 14.151 |
713.328 18.769 |
539.100 14.151 |
| Liabilities from finance leases | 2.275 | 8.600 | 2.275 | 8.600 |
| Trade and other short term payables | 149.508 | 175.457 | 149.508 | 175.457 |
| Short term debt and finance lease | 38.594 | 232.268 | 38.144 | 232.465 |
| Total | 924.661 | 987.928 | 922.024 | 969.773 |
| COMPANY | ||||
| Carrying Amount | Fair Value | |||
| Financial Assets | 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 |
| Other long-term financial assets - classified as «available for sale» |
3.247 | 3.254 | 3.247 | 3.254 |
| Other long-term receivables | 204 | 315 | 204 | 315 |
| Trade and other short-term receivables |
128.452 | 128.809 | 128.452 | 128.809 |
| Cash and cash equivalents | 19.270 | 7.875 | 19.270 | 7.875 |
| Total | 151.173 | 140.253 | 151.173 | 140.253 |
| Financial Liabilities | ||||
| Long-term loans | 276.791 | 172.542 | 276.791 | 172.542 |
| Trade and other short term payables | 62.238 | 108.972 | 62.238 | 108.972 |
| Short term debt and finance lease | 694 | 71.129 | 694 | 71.129 |
| Total | 339.723 | 352.643 | 339.723 | 352.643 |
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)
Interim Financial Statements for the period January 1 to September 30, 2015
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 30/9/2015 the following assets and liabilities measured at fair value:
| Fair Value | Fair value hierarchy | ||||
|---|---|---|---|---|---|
| GROUP | 30/9/2015 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | |||||
| Other financial assets classified as "Available for sale" |
25.184 | 1.571 | 0 | 23.613 | |
| - Quoted shares | 1.571 | 1.571 | 0 | 0 | |
| - Unquoted shares | 23.613 | 0 | 0 | 23.613 | |
| 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 | 30/9/2015 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | |||||
| Other financial assets classified as | 3.247 | 28 | 0 | 3.219 | |
| "Available for sale" | |||||
| - Quoted shares | 28 | 28 | 0 | 0 | |
| - Unquoted shares Derivative financial instruments |
3.219 0 |
0 0 |
0 0 |
3.219 0 |
|
| Financial liabilities measured at fair value | |||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
During 2015 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 31/12/2014 the following assets and liabilities measured at fair value:
| Fair Value | Fair value hierarchy | ||||
|---|---|---|---|---|---|
| GROUP | 31/12/2014 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | |||||
| Other financial assets classified as "Available for sale" |
36.928 | 3.561 | 0 | 33.367 | |
| - Quoted shares | 3.561 | 3.561 | 0 | 0 | |
| - Unquoted shares | 33.367 | 0 | 0 | 33.367 | |
| Derivative financial instruments | 0 | 0 | 0 | 0 | |
| Financial liabilities measured at fair value | |||||
| Derivative financial instruments | 254 | 0 | 254 | 0 | |
| Fair Value | Fair value hierarchy | ||||
| COMPANY | 31/12/2014 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | |||||
| Other financial assets classified as | 3.254 | 35 | 0 | 3.219 | |
| "Available for sale" | |||||
| - Quoted shares | 35 | 35 | 0 | 0 | |
| - Unquoted shares Derivative financial instruments |
3.219 0 |
0 0 |
0 0 |
||
| Financial liabilities measured at fair value | 3.219 0 |
During 2014 there were no transfers between Level 1 and 2 in the hierarchy of fair value or transfer in and out of Level 3.
| GROUP | COMPANY | |
|---|---|---|
| Unquoted shares | ||
| Balance 1/1/2014 | 36.513 | 6.368 |
| Return on capital | -3.150 | -3.150 |
| Foreign exchange differences | 4 | 1 |
| Balance 31/12/2014 | 33.367 | 3.219 |
| Capital return | -10.726 | 0 |
| Period Purchases | 1.000 | 0 |
| Foreign exchange differences | -28 | 0 |
| Balance 30/9/2015 | 23.613 | 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
Interim Financial Statements for the period January 1 to September 30, 2015
regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
As at 31 December 2014:
Valuation method Significant unobservable inputs Range (Weighted Average) DCF Sales growth rate 1.0% - 64.6% (28.3%) Growth rate beyond budgets period 1.0% - 1.6% (1.6%) Discount rates (WACC) 7.9% - 14.8% (14.6%)
Sensitivity analysis of recoverable amounts:
On 31/12/2014, 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 Part'n |
% Indirect Part'n |
% Total 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. | INTELTEK INTERNET AS | Istanbul, Turkey | 20% | 25% | 45% |
| 30. | AZERINTELTEK AS | Baku, Azerbaijan | 22,95% | 22,95% | |
| 4. | INTRALOT DE PERU SAC | Lima, Peru | 99,97% | 0,03% | 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% | ||
| 2. | GAMING SOLUTIONS INTERNATIONAL LTDA |
Bogota, Colombia | 99% | 1% | 100% |
| 2. | INTRALOT INTERACTIVE S.A. | Maroussi, Greece | 63,26% | 29,76% | 93,02% |
| INTRALOT GLOBAL SECURITIES B.V. | Amsterdam, Netherlands | 100% | 100% | ||
| 1. | INTRALOT FINANCE LUXEMBOURG S.A. | Luxembourg, Luxembourg | 100% | 100% | |
| 1. | INTRALOT CAPITAL LUXEMBOURG S.A. | Luxembourg, Luxembourg | 100% | 100% | |
| ILOT CAPITAL UK LTD | Hertfordshire, United Kingdom | 100% | 100% | ||
| ILOT INVESTMENTS UK LTD | Hertfordshire, United Kingdom | 100% | 100% | ||
| 1,2,3,4. | INTRALOT GLOBAL HOLDINGS B.V. | Amsterdam, Netherland | 100% | 100% | |
| 5. | INTRALOT INC | Atlanta, USA | 90% | 90% | |
| 12. | DC09 LLC | Wilmington, USA | 44,10% | 44,10% |
Interim Financial Statements for the period January 1 to September 30, 2015
| I. Full consolidation: | Domicile | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|
| 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. | Rome, Italy | 100% | 100% | |
| 5,7. | INTRALOT GAMING MACHINES S.p.A. | Rome, Italy | 100% | 100% | |
| 7. | INTRALOT ITALIA S.p.A | Rome, Italy | 100% | 100% | |
| 13. | VENETA SERVIZI S.R.L. | 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% | |
| 5. | INTRALOT ASIA PACIFIC LTD | Hong Kong, China | 100% | 100% | |
| 5. | WHITE EAGLE INVESTMENTS LTD | Hertfordshire, United 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% | |
| 18. | TACTUS S.R.O. | 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 | Nicosia, Cyprus | 54,95% | 54,95% | |
| (CYPRUS) LTD | |||||
| 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. | 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, Guatemala | 100% | 100% | |
| 10. | LOTERIAS Y APUESTAS DE GUATEMALA | 51% | 51% | ||
| S.A. | Guatemala City, Guatemala | ||||
| 9. | INTRALOT DOMINICANA S.A. | St. Dominicus, Dominican | 100% | 100% | |
| Republic | |||||
| 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% |
Interim Financial Statements for the period January 1 to September 30, 2015
| I. Full consolidation: | Domicile | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|
| 2. | INTRALOT BUSINESS DEVELOPMENT LTD | Nicosia, Cyprus | 100% | 100% | |
| 2. | GAMING SOLUTIONS INTERNATIONAL SAC | Lima, Peru | 100% | 100% | |
| 2. | NAFIROL S.A. | Montevideo, Uruguay | 100% | 100% | |
| 2. | LEBANESE GAMES S.A.L | Lebanon | 99,99% | 99,99% | |
| 2. | INTRALOT HONG KONG HOLDINGS LTD | Hong Kong, China | 100% | 100% | |
| 2. | INTRALOT BETTING OPERATIONS RUSSIA LTD |
Nicosia, Cyprus | 100% | 100% | |
| 25. | FAVORIT BOOKMAKERS OFFICE OOO | Moscow, Russia | 100% | 100% | |
| II. Equity method: | Domicile | % Direct Part'n |
% Indirect Part'n |
% Total 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% | |
| 33. | SWITCH IT NV | Willemstad, Curacao | 35% | 35% | |
| 2. | UNICLIC LTD | Nicosia, Cyprus | 50% | 50% | |
| 27. | DOWA LTD | Nicosia, Cyprus | 30% | 30% | |
| Subsidiary of the company: | |||||
| 1: Intralot Global Securities BV | 12: Intralot Inc | 23: Intralot Technologies LTD | |||
| 2: Intralot Holdings International LTD | 13: Intralot Italia S.p.A. | 24: Betting Company S.A. | |||
| 3: Intralot International LTD | 14: Intralot Do Brazil LTDA | Russia LTD | 25: Intralot Betting Operations | ||
| 4: Intralot Operations LTD | 15: Pollot Sp.Zoo | 26: Intralot OOO | |||
| 5: Intralot Global Holdings BV | 16: White Eagle Investments LTD | 27: Uniclic LTD | |||
| 6: Intralot Betting Operations(Cyprus) LTD | 17: Beta Rial Sp.Zoo. | 28: Intralot Australia PTY LTD | |||
| 7: Intralot Holding & Services S.p.A. | 18: Slovenske Loterie AS | 29: Intralot Iberia Holdings S.A. | |||
| 8: Intralot Cyprus Global Assets LTD | 19: Nikantro Holdings Co LTD | 30: Inteltek Internet AS | |||
| 9: Intralot St.Lucia LTD | 20: Bilot EOOD | 31: Goreward LTD | |||
| 10: Intralot Guatemala S.A. | 21: Eurofootball LTD | 32: Oasis Rich International LTD | |||
| 11: Intralot Caribbean Ventures LTD | 22: Gain Advance Group LTD | 33: Bit8 LTD |
The entities Atropos S.A., Nafirol S.A., Gain Advance Group LTD and Ktems Holdings Co LTD are under liquidation process.
On 1/1/2015 Slovenske Loterie A.S. merged with its 100% subsidiary Tactus S.R.O.
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 30/9/2015, 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.
During the third quarter of 2015 the Group acquired a 35% stake in Bit8 Ltd through its subsidiary Intralot Global Holdings BV. The price in cash paid to non-controlling interests until 09.30.2015 amounted to € 2,4 million. The total cost of the agreement amounts to € 5,7 million. The agreement provides for a call option for INTRALOT to raise its participation in the company up to 60% within the
Interim Financial Statements for the period January 1 to September 30, 2015
next two years if certain financial thresholds are met. In parallel the agreement contemplates a put option right for the current shareholders to sell the remaining part of their shares in Bit8 in case that certain agreed financial thresholds or certain specific business metrics (KPIs) are met.
With regard to the exercise price for the warrants (call options) to increase the shareholding of Intralot Global Holdings BV and the put options of the current shareholders for the remainder of Bit8 Ltd percentage, it will be determined in the future in accordance with the terms of the purchase agreement based on the financial results of Bit8 Ltd in the future. Bit8 Ltd owns 100% of the shares of Switch It NV.
During the first nine months of 2015 the Group preceded to the establishment of subsidiaries Intralot Adriatic d.o.o, Tecno Accion Salta S.A., Intralot Services SA. , Ilot Capital UK Ltd and Ilot Investments UK Ltd.
During the third quarter of 2015 the Group acquired an additional 5% of ordinary shares with voting rights in the subsidiary Intralot Inc increasing its shareholding to 90%. The price in cash paid to noncontrolling interests (executive of Intralot Inc) amounted to € 4,6 million. The book value of the equity of Intralot Inc on the acquisition of an additional stake was € 49,5 million. Below is the impact on net assets attributable to owners of the Company for the change of its ownership in Intralot Inc, which do not result in loss of control:
Amounts in million €
| Price in cash paid to non-controlling interest | 4,6 |
|---|---|
| Book value of additional participation percentage in Intralot Inc | (2,5) |
| Difference recognized in Retained earnings attributable to shareholders of the Company | 2,1 |
During the fourth quarter of 2015 the Group acquired an additional 10% of ordinary shares with voting rights in the subsidiary Intralot Inc increasing its shareholding to 100%. The price in cash paid to non-controlling interests (executive of Intralot Inc) amounted to € 9,3 million.
During the third quarter of 2015 the Group completed the share capital increase through payment in cash in Intralot Cyprus Global Assets LTD amounting €625 thousand and in Favorit Bookmakers Office OOO amounting €356 thousand.
During the third quarter of 2015, the Group did not cease the operation or sell any subsidiary company.
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 30/9/2015 the loan balance amounted to €7,6 million and the used guarantee letters to €4,0 million and the overdraft was fully repaid).
Interim Financial Statements for the period January 1 to September 30, 2015
There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.
On 30 September 2015 the Group had no contractual commitments for the purchase of tangible fixed assets.
| GROUP | Legal issues ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions ³ |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 5.749 | 3.928 | 4.584 | 14.261 |
| Period additions | 281 | 0 | 3.176 | 3.457 |
| Used provisions | -335 | -76 | -1.593 | -2.004 |
| Unused provisions | 0 | 0 | 0 | 0 |
| Translation differences | -803 | 0 | -654 | -1.457 |
| Period closing balance | 4.892 | 3.852 | 5.513 | 14.257 |
| Long term provisions Short term provisions |
4.892 0 |
70 3.782 |
2.174 3.339 |
7.136 7.121 |
| Total | 4.892 | 3.852 | 5.513 | 14.257 |
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 taxes and other taxes. 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 €2.496 thousand as well as provisions for future payments under "onerous contracts" as provided by IAS 37 amounting to € 1.992 thousand. The Other provisions are expected to be used in the next 1-8 years.
| COMPANY | Legal issues ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 5.423 | 3.269 | 91 | 8.783 |
| Translation differences | -804 | 0 | 0 | -804 |
| Period closing balance | 4.619 | 3.269 | 91 | 7.979 |
| Long term provisions | 4.619 | 0 | 0 | 4.619 |
| Short term provisions | 0 | 3.269 | 91 | 3.360 |
| Total | 4.619 | 3.269 | 91 | 7.979 |
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 taxes and other taxes. It is expected to be used in the next 1-2 years.
The number of employees of the Group on 30/9/2015 amounted to 5.184 (5.067 Company/subsidiaries and associates 117) and the Company's 667. Correspondingly on 30/9/2014 the number of employees of the Group amounted to 5.348 persons (Company/subsidiaries 5.131 and associates 217) and the Company 695 persons. At the end of 2014 the number of employees of the Group amounted to 5.348 people (5.269 Company/subsidiaries and associates 79) and the Company 690 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.
Interim Financial Statements for the period January 1 to September 30, 2015
Below is a condensed report of the transactions for the third quarter of 2015 and the balances on 30/9/2015 of other related parties:
| 1/1-30/9/2015 | ||
|---|---|---|
| Amounts reported in thousand of € | GROUP | COMPANY |
| Income | ||
| -from subsidiaries | 0 | 33.109 |
| -from associates | 2.450 | 2.493 |
| -from other related parties | 9.850 | 7.875 |
| Expenses | ||
| -to subsidiaries | 0 | 23.239 |
| -to associates | 408 | -131 |
| -to other related parties | 6.173 | 4.392 |
| BoD and Key Management Personnel transactions and fees | 8.593 | 4.214 |
| Amounts reported in thousand of € | GROUP | 30/9/2015 COMPANY |
| Receivables | ||
| -from subsidiaries | 0 | 76.095 |
| -from associates | 19.208 | 12.974 |
| -from other related parties | 18.552 | 14.815 |
| Payables | ||
| -to subsidiaries | 0 | 308.319 |
| -to associates | 163 | -8 |
| -to other related parties | 20.669 | 14.632 |
| BoD and Key Management Personnel receivables | 845 | 0 |
Below there is a summary of the transactions for the third quarter of 2014 and the balances of 31.12.2014 with related parties:
| 1/1-30/9/2014 | ||||
|---|---|---|---|---|
| Amounts reported in thousand of € | GROUP | COMPANY | ||
| Income | ||||
| -from subsidiaries | 0 | 23.578 | ||
| -from associates | 1.805 | 2.092 | ||
| -from other related parties | 3.554 | 3.277 | ||
| Expenses | ||||
| -to subsidiaries | 0 | 24.321 | ||
| -to associates | -270 | -271 | ||
| -to other related parties | 14.246 | 11.004 | ||
| BoD and Key Management Personnel transactions and fees | 8.720 | 5.220 |
| 31/12/2014 | |||
|---|---|---|---|
| Amounts reported in thousand of € | GROUP COMPANY |
||
| Receivables | |||
| -from subsidiaries | 0 | 108.412 | |
| -from associates | 19.158 | 14.995 | |
| -from other related parties | 15.368 | 10.525 | |
| Payables | |||
| -to subsidiaries | 0 | 311.085 | |
| -to associates | -3 | -9 | |
| -to other related parties | 18.844 | 16.194 | |
| BoD and Key Management Personnel receivables | 648 | 0 | |
| BoD and Key Management Personnel payables | 602 | 272 |
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 third quarter of 2015, the Company held a reversal of provisions concerning a reduction estimate in the recoverable amount of receivables from subsidiaries of €33,8 million due to realized and expected
Interim Financial Statements for the period January 1 to September 30, 2015
receipts related to these subsidiaries (third quarter of 2014: €1,8 mil.) that was recognized in Income Statement of the period. Meanwhile, in the third quarter of 2015, the Company made provisions concerning a reduction estimate in the recoverable amount of receivables from subsidiaries of €4,1 million (third quarter of 2014: €0 million), which were recognized in the income statement of the period. Accumulated relevant provisions on 30/9/2015 amounted to €45,5 million (31/12/2014: €75,2 million).
In the third quarter of 2015, the Group made write-offs of receivables from associates amounting to €4 thousand that have been included in the income statement for the period.
During the third quarter of 2015 the Group acquired an additional 5% of ordinary shares with voting rights in the subsidiary Intralot Inc increasing its shareholding to 90%. The price in cash paid to noncontrolling interests (executive of Intralot Inc) amounted to € 4,6 million.
During the fourth quarter of 2015 the Group acquired an additional 10% of ordinary shares with voting rights in the subsidiary Intralot Inc increasing its shareholding to 100%. The price in cash paid to noncontrolling interests (executive of Intralot Inc) amounted to € 9,3 million.
a. On 5th September 2005 an action 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 action the plaintiff withdrew of the action 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 action 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
42
Interim Financial Statements for the period January 1 to September 30, 2015
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.
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 an action 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, scheduled to be heard before the Athens Court of Appeals on 11 February 2016.
e. On 26th July 2011 an action 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 action 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:
Interim Financial Statements for the period January 1 to September 30, 2015
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.
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 action.
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 (€1.497.055) 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 is pending.
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 (€6,8m). 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. 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) and 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 is still pending. Notwithstanding the appeal, the case has been set to be heard again, following postponements, on 27 November 2015.
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 (€1.254.499) and to the subsidiary LOTROM to 512.469 ROL (€116.006). 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 for which no hearing date has been scheduled yet. Finally, regarding the applications for the annulment of the decision of the Competition Board, the application of LOTROM is scheduled to be heard, following postponements, on 2 December 2015 and the application of INTRALOT, following postponements, on 13 January 2016.
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
Interim Financial Statements for the period January 1 to September 30, 2015
of CNLR from 2003 to 2014. 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; four of them have been rejected and appeals have been filed against the respective decisions, while in relation to one case the court suspended the procedure. 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 requested the cancellation and suspension of its execution, and the hearing date had been scheduled on 29th April 2015 before the competent Administrative Court of First Instance. The court issued, on 13 May 2015, its decision vindicating "Totolotek Totomix SA" and 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 was terminated by the latter 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, after that, the decision of the court will be issued. 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.
Interim Financial Statements for the period January 1 to September 30, 2015
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 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) has already 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.
Besides the above, Intralot will take any further steps to defend its interests including, among others, through the application of the results of the notice of termination of the above agreement which is dated 12 February 2014 and was served to ODIE if the latter do not cure the reason of the termination.
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 the subsidiary Intralot Italia SpA, 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
Interim Financial Statements for the period January 1 to September 30, 2015
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 court (Consiglio di Stato) rejected the first recourse of Stanley International Betting Ltd, while a second one is pending to be heard before the same court (Consiglio di Stato). Following a decision of the European Court which was negative for Stanley International Betting Ltd, the local legal advisors of Intralot Italia S.p.A. opine that the second recourse will also not succeed.
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 the Company's subsidiary, Intralot Gaming Machines S.p.A., 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 decided to exercise the right conferred by Law to recharge almost all of that tax to the sales network.
Until 25/11/2015, 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 | INTRALOT OOO | 2012-2014 |
| BETTING COMPANY S.A. | 2007-2010 | POLDIN LTD | 2010-2014 |
| BETTING CYPRUS LTD | 2007-2014 | INTRALOT ASIA PACIFIC LTD | - |
| INTRALOT DE PERU SAC | 2012-2014 | INTRALOT AUSTRALIA PTY LTD | 2011-2014 |
| INTRALOT INC. | 2010-2011 & 2013- 2014 |
INTRALOT SOUTH AFRICA LTD | 2005-2014 |
| INTRALOT BETTING OPERATIONS (CYPRUS) LTD | 2004-2014 | INTRALOT ITALIA S.p.A. | 2010-2014 |
| ROYAL HIGHGATE LTD | 2005-2014 | INTRALOT FINANCE UK PLC | 2012-2014 |
| POLLOT Sp.Zoo | 2010-2014 | INTRALOT IBERIA HOLDINGS S.A. | 2011-2014 |
| ΜALTCO LOTTERIES LTD | 2004-2014 | TECNO ACCION S.A. | 2010-2014 |
| ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | 2004-2014 | GAMING SOLUTIONS INTERNATIONAL SAC | 2010-2014 |
| LOTROM S.A. | 2010-2014 | GAMING SOLUTIONS INTERNATIONAL LTDA | 2010-2014 |
| BILOT EOOD | 2010-2014 | INTRALOT BEIJING Co LTD | 2007-2014 |
| EUROFOOTBALL LTD | 2010-2014 | NAFIROL S.A. | - |
| EUROFOOTBALL PRINT LTD | 2010-2014 | INTRALOT ARGENTINA S.A. | 2010-2014 |
| INTRALOT INTERNATIONAL LTD | 2010-2014 | LEBANESE GAMES S.A.L | - |
| INTRALOT OPERATIONS LTD | 2010-2014 | VENETA SERVIZI S.R.L. | 2010-2014 |
| INTRALOT BUSINESS DEVELOPMENT LTD | 2010-2014 | INTRALOT SOUTH KOREA S.A. | 2007-2014 |
Interim Financial Statements for the period January 1 to September 30, 2015
| COMPANY | YEARS | COMPANY | YEARS |
|---|---|---|---|
| INTRALOT TECHNOLOGIES LTD | 2003-2014 | SERVICIOS TRANSDATA S.A. | 2009-2013 |
| INTELTEK INTERNET AS | 2010-2014 | SLOVENSKE LOTERIE AS | 2010-2014 |
| LOTERIA MOLDOVEI S.A. | 2014 | TORSYS S.R.O. | 2010-2014 |
| TOTOLOTEK S.A. | 2010-2014 | INTRALOT DO BRAZIL LTDA | 2010-2014 |
| WHITE EAGLE INVESTMENTS LTD | 2013-2014 | OLTP LTDA | 2010-2014 |
| BETA RIAL Sp.Zoo | 2010-2014 | BILYONER INTERAKTIF HIZMELTER AS | 2010 & 2012- 2014 |
| UNICLIC LTD | 2004-2014 | LOTRICH INFORMATION Co. LTD | 2014 |
| DOWA LTD | 2004-2014 | GIDANI LTD | 2008-2014 |
| INTRALOT NEW ZEALAND LTD | 2010-2014 | INTRALOT INTERACTIVE S.A. | 2010 |
| INTRALOT ST.LUCIA LTD | 2008-2014 | INTRALOT HOLDING & SERVICES S.p.A. | 2010-2014 |
| INTRALOT DOMINICANA S.A. | 2009-2014 | NIKANTRO HOLDINGS CO LTD | 2009-2014 |
| INTRALOT GUATEMALA S.A. | 2009-2014 | INTRALOT SERVICES S.A. | - |
| LOTTERIA Y APUESTAS DE GUATEMALA S.A. | 2009-2014 | ATROPOS S.A. | 2009-2014 |
| INTRALOT LATIN AMERICA INC | 2008-2014 | NETMAN SRL | 2010-2014 |
| INTRALOT JAMAICA LTD | 2010-2014 | AZERINTELTEK AS | 2014 |
| INTRALOT NEDERLAND B.V. | 2010-2014 | INTRALOT TURKEY AS | 2010-2014 |
| INTRALOT CARIBBEAN VENTURES LTD | 2010-2014 | INTRALOT MAROC S.A. | 2011-2014 |
| INTRALOT SURINAME LTD | 2008-2014 | INTRALOT MINAS GERAIS LTDA | 2010-2012 |
| SUPREME VENTURES LTD | 2008-2014 | FAVORIT BOOKMAKERS OFFICE OOO | 2012-2014 |
| DC09 LLC | 2011-2014 | INTRALOT DE MEXICO LTD | 2006-2014 |
| INTRALOT DE COLOMBIA (BRANCH) | 2010-2014 | INTRALOT DISTRIBUTION OOO | 2012-2014 |
| INTRALOT HONG-KONG HOLDINGS LIMITED | 2014 | INTRALOT GAMING SERVICES PTY | 2011-2014 |
| INTRALOT SLOVAKIA SPOL. S.R.O. | 2014 | KTEMS HOLDINGS CO LTD | 2005-2014 |
| INTRALOT GERMANY GMBH | 2012-2014 | INTRALOT BETTING OPERATIONS RUSSIA LTD | 2011-2014 |
| GAIN ADVANCE GROUP LTD | - | INTRALOT LOTTERIES LTD | 2011-2014 |
| INTRALOT GAMING MACHINES S.p.A. | 2012-2014 | PRECIOUS SUCCESS LTD GROUP | 2013-2014 |
| CARIBBEAN VLT SERVICES LTD | 2012-2014 | INTRALOT GLOBAL SECURITIES B.V. | 2013-2014 |
| INTRALOT INVESTMENTS LTD | 2012-2014 | INTRALOT LEASING NEDERLAND B.V. | 2013-2014 |
| INTRALOT GLOBAL HOLDINGS B.V. | 2013-2014 | INTRALOT CYPRUS GLOBAL ASSETS LTD | 2012-2014 |
| INTRALOT FINANCE LUXEMBOURG S.A. | 2013-2014 | OASIS RICH INTERNATIONAL LTD | - |
| GOREWARD LTD | - | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
- |
| INTRALOT IRELAND LTD | 2014 | INTRALOT CAPITAL LUXEMBOURG S.A. | 2014 |
| INTRALOT ADRIATIC DOO | - | TECNO ACCION SALTA S.A. | - |
| ILOT CAPITAL UK LTD | - | ILOT INVESTMENTS UK LTD | - |
| BIT8 LTD | - | SWITCH IT NV | - |
There is a tax audit in progress for the period 2005-2012 in Royal Highgate LTD, 2004-2010 in Intralot Holdings International LTD, 2007-2011 in Betting Cyprus LTD, 2004-2011 in Intralot Betting Operations Cyprus LTD, in Intralot Jamaica LTD for 2010-2012 regarding the income tax, in Intralot Technologies LTD for the period 2003-2014 and in Intralot de Peru SAC for the period 2012. Also, in 2014, in Servicios Transdata S.A the tax audit for the income tax has been completed 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 2011 the Romanian tax authorities imposed taxes of €1,1 million on Lotrom S.A. due to a different estimation of the tax base recognition of some transnational transactions, which were offset during 2011-2012 with tax receivables after a relevant audit, as well as penalties of €1 million that have already been paid during 2012, as a prerequisite for a relative appeal of the company and have been reflected as claims by 31/12/2014 as the company's legal consultants fully disagree and have already started an objection according to the relevant law for the cancellation of taxes imposed and the payback of the fines. Until 31/12/2014 the Court of Appeal quashed the decisions of the tax authorities, who appealed to the Supreme Court. In 2015 the Supreme Court quashed irrevocably the appeals of Lotrom S.A. with an effect to incur the Group results for the first quarter of 2015 by €1,8 million including surcharges and fines. Moreover, the tax inspection for Intralot SA in 2011 has been completed imposing
Interim Financial Statements for the period January 1 to September 30, 2015
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 has been completed in the fiscal year 2014 for the companies Intralot S.A., Intralot Interactive SA and Betting Company SA and the companies received the tax certificate (tax report compliance based on the provisions of Law 4174/2013 article 65a (1) as modified by Law 4262/2014) from independent tax inspectors. Also Intralot SA was notified by the relevant Tax Authorities regarding a tax audit for the year 2012.
On the 30th of September 2015 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 September 30, 2015.
Future minimum lease payments of non-cancelable lease contracts as at September 30, 2015 are as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |||
| Within 1 year | 8.550 | 9.105 | 955 | 1.068 | ||
| Between 2 and 5 years | 16.276 | 19.599 | 1.945 | 1.588 | ||
| Over 5 years | 1.368 | 1.280 | 1.243 | 891 | ||
| Total | 26.194 | 29.984 | 4.143 | 3.547 |
The Company and the Group on September 30, 2015 had the following contingent liabilities from guarantees for:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 30/9/2015 | 31/12/2014 | 30/9/2015 | 31/12/2014 | |||
| Bid | 0 | 3.053 | 0 | 53 | ||
| Performance | 237.985 | 270.245 | 72.505 | 99.751 | ||
| Financing | 55.437 | 75.694 | 43.165 | 65.473 | ||
| Other guarantees | 0 | 30.000 | 0 | 0 | ||
| Total | 293.422 | 378.992 | 115.670 | 165.277 |
| GROUP | Minimum of the lease payments |
Present value of the minimum lease payments |
Minimum of the lease payments |
Present value of the minimum lease payments |
|
|---|---|---|---|---|---|
| 30/9/2015 | 30/9/2015 | 31/12/2014 | 31/12/2014 | ||
| Within one year | 9.761 | 9.289 | 12.419 | 11.400 | |
| After one year but not more than five years | 2.386 | 2.275 | 8.990 | 8.600 | |
| After more than five years | 0 | 0 | 0 | 0 | |
| Minus: Interest | -583 | 0 | -1.409 | 0 | |
| Total | 11.564 | 11.564 | 20.000 | 20.000 |
The Company has no obligations under finance leases.
Interim Financial Statements for the period January 1 to September 30, 2015
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 October 2015, Intralot Inc, a Group's subsidiary in North America, has been selected again by the New Mexico State Lottery as its gaming vendor to provide for the implementation, operation and maintenance of the Lottery's Gaming System including the lottery Central System and software platforms, terminal network, communications and associated gaming products and services. The terminal network includes 1,200 new, state of the art Photon® lottery terminals. INTRALOT Inc, was initially awarded a contract by the New Mexico Lottery in 2006 and it has again been named the successful vendor pursuant to the Lottery's competitive proposal process. The new contract is for a term of 8 years and will begin November 22, 2015. Under the terms of the new contract, INTRALOT will continue to work closely with the Lottery regarding marketing, advertising and sales initiatives.
In October 2015, NTRALOT announced that its subsidiary INTRALOT Global Holdings B.V. signed a ten (10) year contract with International Lottery and Gaming Limited (ILGL) in Nigeria to provide its bestin-class lottery technology and related services. The new lottery will launch its operations by the end of 2015. INTRALOT as the lottery technology and services provider will support the lottery operations of ILGL with innovative lottery system, entertaining numerical games and exciting content delivered to players through a well-balanced Points of Sales network.
THE CHAIRMAN OF THE BOARD OF DIRECTORS THE GROUP CEO
S.P. KOKKALIS ID. No. AΙ 091040
THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR
D.E. VASSILIOU ID. No. 709474
Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class
Interim Financial Statements for the period January 1 to September 30, 2015
| INTRALOT S.A. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| INTEGRATED LOTTERY SYSTEMS AND SERVICES Company's Number in the General Electronic Commercial Registry: 818201000- (Public Companies (S.A.) Reg. No.: 27074/06/B/92/9) |
||||||||||||
| intralot Company Domicile: 64 Kifissias Av. & 3 Premetis Str., Maroussi 15125 |
||||||||||||
| Figures and information for the period from 1st January 2015 to 30th September 2015 According to 4/507/28.4.2009 resolution of the Board of Directors of the Greek Capital Committee |
||||||||||||
| Amounts in €'000 The figures presented below aim to provide summary information about the financial position and results of INTRALOTS.A. and INTRALOTS group. Therefore, it is recommended to any reader who is willing to proceed to any kind |
||||||||||||
| other transaction concerning the company, to visit the company's web site where the Financial Statements according to IFRSs are posted, accompanied by the Auditor's Review Report where approppriate. | ||||||||||||
| Financial Statements Approval date: November 26, 2015 Web Site: www.intralot.com |
||||||||||||
| STATEMENT OF FINANCIAL POSITION (GROUP/C OMPANY) GROUP |
COMPANY | CASH FLOW STATEMENT (GROUP/COMPANY) GROUP |
COMPANY | |||||||||
| ASSETS | 30.9.2015 | 31.12.2014 | 30.9.2015 | 31.12.2014 | Operating Activities | 1.1-30.9.2015 | 1.1-30.9.2014 | 1.1-30.9.2015 | 1.1-30.9.2014 | |||
| Tangible Assets htanoble Assets |
171.595 334,939 |
182,794 348.854 |
10,949 83.542 |
8,001 77.804 |
Plus/Less adjustments for: | Profit / (losses) before Taxation (continuing operations) | 17,986 | 27.272 | $-6,661$ | -605 | ||
| Other Non-Current Assets | 150,948 | 139,101 | 176,940 | 213.230 | Provisions | Depreciation and Amortization | 71,910 3.411 |
65.415 2.358 |
6.768 | 6,785 | ||
| hyentories Trade Receivables |
49.543 220.115 |
52.017 215.401 |
34, 176 128.452 |
39.085 128,809 |
Results (revenue, expenses, gains and losses) from Investing Act Mities | 639 | $-7.143$ | 6.779 $-16,890$ |
$-2345$ $-8.784$ |
|||
| Other Current Assets TOTAL ASSETS |
272.315 1,199.455 |
416.925 1,355,092 |
19.270 453.329 |
7.875 474,804 |
Interest and similar expenses Interest and similar income |
51.857 $-11,339$ |
52.572 $-0.002$ |
20.357 $-2.623$ |
21832 $-6119$ |
|||
| EQUITY AND LIABILITIES Share Capital |
47.689 | 47.669 | 47.689 | 47,669 | related to operating activities: | Plus/Less adjustments of working capital to net cash or | ||||||
| Other Equity Elements Shareholders Equity (a) |
109.618 157.307 |
169,790 217.479 |
47.770 95.459 |
55.994 103.663 |
Decrease/(increase) of Inventories Decrease/(increase) of Receivable Accounts |
837 $-22.993$ |
$-5.903$ 9.117 |
4.909 7.830 |
$-1.263$ 36,076 |
|||
| Nan-Controlling Interest (b) Total Shareholders Equity (c)=(a)+(b) |
68.396 225.703 |
100.060 317,539 |
0 95.459 |
٥ 103.663 |
Less | (Decrease) Increase of Payable Accounts (except Banks) | $-24.689$ | $-17.229$ | $-51.377$ | $-22621$ | ||
| Long-term Debt Provisions / Other Long term Liabilities |
715,515 50.361 |
557.452 50.615 |
276,791 14,785 |
172.542 15.116 |
Income Tax Paid | Total inflows / (outflows) from Operating Activities (a) | 22,799 64.840 |
23.375 94.082 |
$-30.918$ | 954 23.002 |
||
| Short-term Debt Other Short-term Liabilities |
38.594 169.262 |
232.268 197.218 |
694 65,600 |
71.129 112.334 |
Investing Activities | (Purchases) / Sales of subsidiaries, associates, joint ventures | ||||||
| Total Liabilities (d) TOTAL EQUITY AND LIABILITIES (c)+(d) |
973.752 1,199.455 |
1,037.553 1,355,092 |
357.870 453.329 |
371.121 474,804 |
and other investments Purchases of tangible and intangible assets |
2.798 $-55.463$ |
7.373 $-42.752$ |
-203 $-15.040$ |
392 $-8203$ |
|||
| Interest received | Proceeds from sales of tangible and intangible assets | 1.751 10.559 |
133 8.991 |
585 | $\mathbf 0$ $\circ$ 3477 |
|||||||
| STATEMENT OF CHANGES IN EQUITY (GROUP/COMPANY) GROUP |
COMPANY | Dividends received | Total inflows / (outflows) from Investing Activities (b) | 1.874 $-38,481$ |
999 $-25.256$ |
13.856 $-802$ |
4162 $-172$ |
|||||
| Net equity at the beginning of the period | 30.9.2015 | 309.2014 | 30.9.2015 | 30.9.2014 | Financing Activities Cash inflows from loans |
46.395 | 290.829 | 289.604 | 12000 | |||
| (1/1/2015 and 1/1/2014 respectively) Efect onretained earnings from previous years adjustments |
317,539 -3 |
343,744 $-52$ |
103,683 -18 |
115.034 -87 |
Bond buy backs | Repayment of loans | $-38.486$ $-41.352$ |
225,801 $\circ$ |
$-227.806$ | $\circ$ $\Omega$ $\circ$ |
||
| Total comprehensive income / (expenses) for the year aftertax (continuing and discontinuing operations) |
$-38.877$ | 4507 | $-8.206$ | $-7.251$ | Repayment of finance lease Obligations Interest and similar expenses paid |
$-8.667$ $-53.935$ |
$-9.181$ $-53.863$ |
$-17.496$ | ٥ o $-25.502$ |
|||
| Dividends to equity holders of parent, hon-controlling interest Effect due to shareholding percentage change |
-58.355 $-4,601$ |
-17,990 $\Omega$ |
٥ 0 |
٥ o |
Dividends paid | Total inflows / (outflows) from Financing Activities (c) | $-55.941$ $-151.986$ |
$-19.542$ $-17.558$ |
44.302 | $\circ$ $\circ$ $-13,502$ |
||
| Disposal / Liquidation of Subsidiary Net Equity of the period Closing Balance |
$\circ$ | $-290$ | $\circ$ | ٥ | for the period (a) + (b) + (c ) | Net increase / (decrease) in cash and cash equivalents | $-125.627$ | 51.268 | 12.582 | 9.328 | ||
| (30/9/2015 and 30/9/2014 respectively) | 225.703 | 329,919 | 95.459 | 107.698 | Net foreign exchange difference | Cash and cash equivalents at the beginning of the period | 416.925 $-18.983$ |
143, 793 4.922 |
7.875 $-1.187$ |
5,131 365 |
||
| Cash and cash equivalents at the end of the period | 272.315 | 199,463 | 19,270 | 14824 | ||||||||
| TOTAL COMPREHENSIVE INCOME STATEMENT (GROUP/COMPANY) GROUP |
COMPANY | |||||||||||
| Sale Proceeds | 1.1-30.9.2015 1.379.842 |
1.1-30.9.2014 1.329.509 |
1.7-30.9.2015 421.165 |
1.7-30.9.2014 424.009 |
1.1-30.9.2015 52.794 |
1.1-30.9.2014 64,486 |
1.7-30.9.2015 13.445 |
1.7-30.9.2014 16.593 |
||||
| Less: Cost of Sales Gross Profit / (Loss) |
$-1.190.186$ 189.656 |
$-1.135.990$ 193,519 |
361.531 59.634 |
366.899 57.110 |
32.471 20.323 |
$-37.627$ 26,859 |
6.489 6,956 |
$-14.771$ 1.822 |
||||
| Other Operating Income Selling Expenses |
17.774 $-45$ CB9 |
13,253 $-42.557$ |
4.924 $-13.051$ |
4,743 $-12.747$ |
33.951 $-5.994$ |
2,748 $-5.360$ |
$-1.125$ $-2,141$ |
1.438 $-1.408$ |
||||
| Administrative Expenses Research and Development Expenses |
$-91.160$ $-5.266$ |
$-86.330$ $-6.841$ |
$-28.931$ $-014$ |
$-25.901$ $-2.369$ |
$-8.487$ $-5.210$ |
$-0.025$ $-6.785$ |
$-2.230$ $-895$ |
$-2.857$ $-2.350$ |
||||
| Other Operating Expenses EB 11 |
$-5.958$ 59.947 |
$-4.806$ 66,238 |
$-1.255$ 20.407 |
$-1.150$ 19.686 |
$-4.188$ 30.395 |
$-189$ 8.248 |
40 525 |
$-3.347$ | ||||
| Gain / (Losses) on Investments and securities | Assets gain/loss) from disposal, with off &impairment losses of assets | -68 $-114$ |
498 -987 |
$-570$ $-184$ |
421 -947 |
$-19.918$ | 4,581 $\circ$ |
-5 п. |
٥ $\circ$ |
|||
| Interestand similar charges | $-51.857$ | $-52.572$ | $-16.703$ | $-17.720$ | $-20.357$ | $-21.832$ | $-5.958$ | $-7.635$ | ||||
| Interestand related income 11.339 9.002 3.452 2.623 5.119 1.272 3,069 676 1,536 6,863 3.027 3.279 $-4.864$ 595 $-2.229$ 2.799 Exchange differences Profit / (Loss) from equity method consolidations -441 -866 ٥ ٥ |
||||||||||||
| Profit / (Loss) before taxes Taxes |
$-2.797$ 17,986 $-34.614$ |
$-1.790$ 27.272 $-30.533$ |
372 $-9.088$ |
7.095 $-4.174$ |
o $-6,661$ $-1.538$ |
$-605$ $-6.808$ |
$-6,990$ $-926$ |
$-6.911$ 2.762 |
||||
| Net Profit / (Loss) after taxes (A) Att ributable to: |
$-16.628$ | $-3.261$ | $-8.666$ | 2.921 | -8.199 | $-7.413$ | $-7.916$ | 4.149 | ||||
| - Equity holders of carent | $-50.424$ 33.796 |
$-32.070$ 28.809 |
$-19.431$ 10.765 |
$-8.020$ 10.941 |
$-8.199$ $\circ$ |
$-7.413$ o |
$-7.916$ $\circ$ |
$-4.149$ $\circ$ |
||||
| - Nan-Controlling Interest Total income / (expenses) after taxes (A) + (B) |
Other comprehensive income/(expenses), after taxes (B) | $-12.249$ $-28.877$ |
7.768 4.507 |
$-19.550$ $-28.216$ |
13.002 15,923 |
-7 $-8.206$ |
162 $-7.251$ |
-8 $-7.924$ |
$-17$ -4.166 |
|||
| Attributable to: - Equity holders of parent |
$-57.910$ | $-26.528$ | $-34.584$ | 2.101 | $-8.206$ | $-7.251$ | $-7.924$ | $-4.166$ | ||||
| - Nan-Controling Interest | 29.033 | 31.035 | 6,368 | 13,822 | $\circ$ | ۰ | ۰ | $\circ$ | ||||
| Earnings / (losses) after taxes per share (in euro) - basic - diuted |
$-0.3182$ $-0.3182$ |
$-0.2017$ $-0.2017$ |
$-0.1226$ $-0,1226$ |
$-0.0604$ $-0.0504$ |
$-0.0617$ $-0.0517$ |
$-0.0466$ $-0.0466$ |
$-0.0499$ $-0.0499$ |
$-0.0261$ $-0.0261$ |
||||
| EBITDA | 131.857 | 131.653 | 44.676 | 42.187 | 37.153 | 15.033 | 2.875 | -973 | ||||
| Supplementary information: | ||||||||||||
| 1. The same accounting policies have been followed as the year-end consolidated francial statements 31/12/2014 except for the changes resulting 8. On 30/8/2015 the Company held 470.746 treasury shares with a total acquis from the adoption of new or revised accounting standards and interpretations as mentioned in note 2.1.4 of the interim financial statements. |
9. There are no changes in accounting estimates. Certain prior year amounts have been reclassified for presentation purposes with no significant | |||||||||||
| 2. The companies included in the consolidation of 30/9/2015 and not in the consolidation of 30/9/2014 due to subsequent acquisition/establishment are the blowing: htraid: Adriatic d.o.o., Tecno Accion Sala S.A., Id: Capital UK Ltd, liet Investment UK Ltd, B88 Ltd, Switch it NV. and Intraid: |
impact on the prior year equity, tumover and earnings after tax of the Group and the Company. 10. Significant events after the end of the reporting period and up to the release date of the financial results are stated in the note 2.22 of the interim |
|||||||||||
| Services S.A. (note 2.19.A of interim financial statements). The entities Atropos S.A., Nafird S.A., Gain Advance Group LTD and Kterns Holdings Co LTD are in the process of liquidation. During the third quarter of 2014 the Group cass ed operation and finalized liquidation process of the subsidiaries |
financial statements. | 11. Transactions (including income, expenses, receivables, payables) with related parties, are as follows: | ||||||||||
| Promarta OOQ, Intraiot Interactive USA LLC and DeepStack Casino LLC, while during the fourth quarter of 2014 of the subsidiaries Diret ZAO, Kelicom Holdings Co Ltd, Intraiot Luxembourg S.A., Intraiot Holdings Luxembourg S.A. and Intraiot De Chile S.A The Group sold its share in |
allncome | GROUP | COMPANY | |||||||||
| subsidiary Intratol Czech SRO on July 2014. Also in December 2014, the Group sold its participation in the subsidiary Intratol. Egypt Ltd thus reducing its share in ECES SAE at 15.20% (the conditions of conscictation under FFS 10 or FFS 11 are no longer met). On 1/1/2015 Slovenske Loterie A.S. |
-from subsidiaries -from associates |
$\Omega$ 2450 |
33, 109 2493 |
|||||||||
| was merged with its 100% subsidiary Tactus S.R.O. 3. The Group's provisions at 30/9/2015 that refer to legal issues amount to €4,9 million, those referring to unaudited tax periods and tax audit |
-from other related parties b) Expenses |
9.850 | 7.875 | |||||||||
| expenses amount to €3,9 million and €5,5 million refer to other provisions. The respective amounts for the Company amount to €4,6 million (legal issues), €3,3 milion (provisions for unaudited tax years and tax audit expenses) and €0,1 milion (diher provisions) (note 219.C & 2.20.A&B of |
-to subsidiaries Jo seemisted |
$\circ$ 408 |
23, 239 $-131$ |
|||||||||
| interim francial statements). 4. The number of employees of the Group at the end of the current period amounted to 5.184 (5.067 subsidiaries and associates 117) and the |
-to other related parties d Regrivables |
6.173 | 4.392 | |||||||||
| Company's 667. Correspondingly on 30/9/2014 the number of employees of the Group amounted to 5.348 persons (subsidiaries 5.131 and | -from subsidiaries -from associates |
$\circ$ 19,208 |
76.095 12.974 |
|||||||||
| associates 217) and the Company 695 persons. At the end of 2014 the number of employees of the Group were 5.348 persons (subsidiaries 5.269 14.815 and associates 79 and the Company's 690. -from other related parties 18.552 5. Comparies that are included in 30/9/2015 consolidated financial statements are presented in note 2.19.A.I & II of the interim financial statements d) Payables |
||||||||||||
| -to subsidiaries 308.319 including locations, group percentage gyneratio and consolidation method. $\Omega$ 6. The fiscal years that are unaudited by the tax authorities for the Company and the Group's subsidiaries are presented in detail in the note 2.20 B of -to associates 163 |
||||||||||||
| the interim financial statements. 7. The amounts of other comprehensive expense/income included directly in the Group's comprehensive income statement as at 30/9/2015 of e-12.3 |
-to other related parties | e) BoD and Key Management Personnel transactions and fees | 20,669 8.593 |
$-8$ 14.632 4.214 |
||||||||
| milion (2014: €7,8 milion) concert foreign exchange differences of €-10,3 milion (2014: €10,6 milion), derivative valuation of €0 milion (2014: | f) BoD and Key Management Personnel receivables | 845 | $\circ$ | |||||||||
| €0,4 milion), € 2,0 milion (2014: €-3,3 milion), concerns the valuation of available for sale financial assets, while ending amount €6k (2014: €-5 k), concerns defined benefit plans revaluation. Accordingly, the amounts of expense/income recorded in the comprehensive income statement as at |
g) BoD and Key Management Personnel payables | 197 | $\overline{0}$ | |||||||||
| 30/9/2015 for he Company, amounted to €-7 k(2014: € 162 k) refer to revaluation of available br sale financial assets. | Maroussi, November 26, 2015 | |||||||||||
| THE CHAIRMAN OF THE BOARD OF DIRECTORS |
THE GROUP CHIEF EXECUTIVE OFFICER | THE GROUP CHIEF FINANCIAL OFFICER | THE GROUP ACCOUNTING DIRECTOR | |||||||||
| N.G. PAVLAKIS | ||||||||||||
| S. P. KOKKALIS ID. No. AI 091040 |
A. L. KERASTARIS ID. No. AI 682788 |
D.E. VASSILIOU ID. No. 709474 |
ID. No. AZ 012557 H.E.C. License No. 15230/A' Class |
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