Quarterly Report • May 27, 2022
Quarterly Report
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INTERIM FINANCIAL REPORT FOR THE PERIOD JANUARY 1 TO MARCH 31, 2022 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
| INTERIM FINANCIAL STATEMENTS 3 | ||
|---|---|---|
| INCOME STATEMENT GROUP / COMPANY FOR THE FIRST THREE MONTHS OF 2022 3 | ||
| STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE FIRST THREE MONTHS OF 2022 4 | ||
| STATEMENT OF FINANCIAL POSITION GROUP/COMPANY 5 | ||
| STATEMENT OF CHANGES IN EQUITY GROUP 6 | ||
| STATEMENT OF CHANGES IN EQUITY COMPANY 7 | ||
| CASH FLOW STATEMENT GROUP/COMPANY 8 | ||
| 1. GENERAL INFORMATION 9 | ||
| 2. NOTES TO THE INTERIM FINANCIAL STATEMENTS 9 | ||
| 2.1.1 | Basis of preparation of the Financial Statements 9 | |
| 2.1.2 | Statement of compliance10 | |
| 2.1.3 | Financial Statements 10 | |
| 2.1.4 | Changes in accounting policies11 | |
| 2.1.5 | EBITDA & EBIT 12 | |
| 2.1.6 | Significant accounting judgments estimates and assumptions 13 | |
| 2.1.7 | Seasonality and cyclicality of operations14 | |
| 2.2 | INFORMATION PER SEGMENT 14 | |
| 2.3 | OTHER OPERATING INCOME17 | |
| 2.4 | INCOME TAX17 | |
| 2.5 | INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS 17 | |
| 2.6 | GAIN / (LOSS) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE OFF OF ASSETS 18 | |
| 2.7 OTHER OPERATING EXPENSES18 | ||
| 2.8 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME 18 | ||
| 2.9 | FOREIGN EXCHANGE DIFFERENCES18 | |
| 2.10 | TANGIBLE, INTANGIBLE ASSETS AND INVESTMENTS PROPERTIES19 | |
| 2.11 | INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 20 | |
| 2.12 | OTHER FINANCIAL ASSETS 21 | |
| 2.13 | INVENTORIES21 | |
| 2.14 | CASH AND CASH EQUIVALENTS22 | |
| 2.15 | SHARE CAPITAL, TREASURY SHARES AND RESERVES22 | |
| 2.16 | DIVIDENDS 26 | |
| 2.17 | DEBT 26 | |
| 2.18 | SHARED BASED BENEFITS 30 | |
| 2.19 | FINANCIAL ASSETS AND LIABILITIES 30 | |
| 2.20 | SUPPLEMENTARY INFORMATION 36 | |
| A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION 36 | ||
| III. Acquisitions 38 | ||
| IV. New Companies of the Group 38 | ||
| V. Changes in ownership percentage 38 | ||
| VI. Subsidiaries' Share Capital Increase 38 | ||
| VII. Strike off - Disposal of Group Companies 38 | ||
| VIII. Discontinued Operations38 | ||
| IX. Companies merge 40 | ||
| B. REAL LIENS40 | ||
| C. PROVISIONS 41 | ||
| D. PERSONNEL EMPLOYED 41 | ||
| E. RELATED PARTY DISCLOSURES41 | ||
| 2.21 | CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS 43 | |
| A. LITIGATION CASES 43 | ||
| B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES 47 | ||
| Ι) COMPANY AND SUBSIDIARIES 47 | ||
| ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES 49 | ||
| C. COMMITMENTS49 | ||
| I) | Guarantees49 | |
| II) Other commitments50 | ||
| 2.22 | COMPARABLE FIGURES50 | |
| 2.23 | APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES" 50 | |
| 2.24 | SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS51 | |
| 2.25 | SUBSEQUENT EVENTS 53 | |
| Notes | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Amounts reported in thousand € | 1/1-31/3/2022 | 1/1-31/3/2021 | 1/1-31/3/2022 | 1/1-31/3/2021 | |
| Sale Proceeds | 2.2 | 97.656 | 97.561 | 5.953 | 4.647 |
| Less: Cost of Sales | -72.487 | -71.981 | -6.484 | -7.750 | |
| Gross Profit /(loss) | 25.169 | 25.580 | -531 | -3.103 | |
| Other Operating Income | 2.3 | 5.686 | 5.507 | 95 | 25 |
| Selling Expenses | -4.669 | -6.579 | -1.511 | -1.521 | |
| Administrative Expenses | -16.619 | -14.652 | -2.493 | -3.060 | |
| Research and Development Expenses | -417 | -456 | -417 | -456 | |
| Reorganization expenses | -305 | -5.026 | 0 | -2.188 | |
| Other Operating Expenses | 2.7 | -142 | -430 | -35 | -18 |
| EBIT | 2.1.5 | 8.703 | 3.944 | -4.892 | -10.321 |
| EBITDA | 2.1.5 | 26.114 | 24.903 | -1.285 | -4.508 |
| Income/(expenses) from participations and investments | 2.5 | -368 | 1.123 | 1.716 | 16.599 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 2.6 | 543 | -8 | 545 | 12 |
| Interest and similar expenses | 2.8 | -10.278 | -12.181 | -4.297 | -5.373 |
| Interest and similar income | 2.8 | 544 | 443 | 217 | 298 |
| Exchange Differences | 2.9 | -511 | 3.718 | 296 | 488 |
| Profit / (loss) from equity method consolidations | 67 | 70 | 0 | 0 | |
| Profit / (loss) to net monetary position | 2.23 | -1.007 | 91 | 0 | 0 |
| Profit/(loss) before tax from continuing operations | -2.307 | -2.800 | -6.417 | 1.704 | |
| Tax | 2.4 | -2.638 | -2.148 | -264 | -1.845 |
| Profit / (loss) after tax from continuing operations (a) | -4.945 | -4.948 | -6.681 | -141 | |
| Profit / (loss) after tax from discontinued operations (b) ¹ | 2.20 | 0 | -1.483 | 0 | 0 |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) | -4.945 | -6.431 | -6.681 | -141 | |
| Attributable to: | |||||
| Equity holders of parent | |||||
| -Profit/(loss) from continuing operations | -5.653 | -6.888 | -6.681 | -141 | |
| -Profit/(loss) from discontinued operations ¹ | 2.20 | 0 | -1.359 | 0 | 0 |
| -5.653 | -8.247 | -6.681 | -141 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 708 | 1.940 | 0 | 0 | |
| -Profit/(loss) from discontinued operations ¹ | 2.20 | 0 | -124 | 0 | 0 |
| 708 | 1.816 | 0 | 0 | ||
| Earnings/(losses) after tax per share (in €) from total operations | |||||
| -basic | -0,0381 | -0,0558 | -0,0450 | -0,0010 | |
| -diluted | -0,0381 | -0,0558 | -0,0450 | -0,0010 | |
| Weighted Average number of shares | 148.536.785 | 147.761.688 | 148.536.785 | 147.761.688 |
¹ The activities of Group subsidiaries and associates in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).
| STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE FIRST THREE | MONTHS OF 2022 |
|---|---|
| ----------------------------------------------------------------------- | ------------------- |
| Notes | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Amounts reported in thousand € | 1/1-31/3/2022 | 1/1-31/3/2021 | 1/1-31/3/2022 | 1/1-31/3/2021 | |
| Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) |
-4.945 | -6.431 | -6.681 | -141 | |
| Attributable to: | |||||
| Equity holders of parent | |||||
| -Profit/(loss) from continuing operations | -5.653 | -6.888 | -6.681 | -141 | |
| -Profit/(loss) from discontinued operations ¹ | 2.20 | 0 | -1.359 | 0 | 0 |
| -5.653 | -8.247 | -6.681 | -141 | ||
| Non-Controlling Interest | |||||
| -Profit/(loss) from continuing operations | 708 | 1.940 | 0 | 0 | |
| -Profit/(loss) from discontinued operations ¹ | 2.20 | 0 | -124 | 0 | 0 |
| 708 | 1.816 | 0 | 0 | ||
| Other comprehensive income after tax | |||||
| Amounts that may not be reclassified to profit or loss: | |||||
| Defined benefit plans revaluation for subsidiaries and parent company | 2.15 | 48 | 34 | 0 | 0 |
| Defined benefit plans revaluation for associates and joint ventures | 0 | 0 | 0 | 0 | |
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
2.15 | 0 | 39 | 0 | 14 |
| Amounts that may be reclassified to profit or loss: | |||||
| Exchange differences on subsidiaries consolidation | 2.15 | 1.139 | 6.019 | 0 | 0 |
| Share of exchange differences on consolidation of associates and joint ventures |
2.15 | -124 | 250 | 0 | 0 |
| Other comprehensive income/ (expenses) after tax | 1.063 | 6.342 | 0 | 14 | |
| Total comprehensive income / (expenses) after tax | -3.882 | -89 | -6.681 | -127 | |
| Attributable to: | |||||
| Equity holders of parent | -4.128 | -1.485 | -6.681 | -127 | |
| Non-Controlling Interest | 245 | 1.395 | 0 | 0 |
¹ The activities of Group subsidiaries and associates in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts reported in thousand € | Notes | 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 |
| ASSETS | |||||
| Tangible assets | 2.10 | 118.646 | 123.210 | 19.231 | 22.820 |
| Investment property | 2.10 | 2.615 | 0 | 2.615 | 0 |
| Intangible assets | 2.10 | 196.409 | 204.306 | 56.062 | 57.791 |
| Investment in subsidiaries, associates and joint ventures |
2.11 | 13.377 | 13.434 | 143.472 | 143.833 |
| Other financial assets | 2.19 | 92 | 97 | 80 | 80 |
| Deferred Tax asset | 4.907 | 5.021 | 2.733 | 2.998 | |
| Other long-term receivables | 2.19 | 2.112 | 3.194 | 44 | 45 |
| Total Non-Current Assets | 338.158 | 349.261 | 224.238 | 227.568 | |
| Inventories | 2.13 | 21.246 | 18.657 | 3.557 | 3.593 |
| Trade and other short-term receivables | 2.19 | 123.093 | 130.198 | 103.198 | 105.177 |
| Other financial assets | 2.19 | 12 | 13 | 0 | 0 |
| Cash and cash equivalents | 2.14 | 98.035 | 107.339 | 5.666 | 8.338 |
| Total Current Assets | 242.386 | 256.207 | 112.421 | 117.108 | |
| TOTAL ASSETS | 580.544 | 605.468 | 336.659 | 344.676 | |
| EQUITY AND LIABILITIES | |||||
| Share capital | 2.15 | 45.679 | 45.679 | 45.679 | 45.679 |
| Treasury shares | 2.15 | -3.018 | -3.018 | -3.018 | -3.018 |
| Other reserves | 2.15 | 69.045 | 68.989 | 56.818 | 54.518 |
| Foreign currency translation | 2.15 | -95.701 | -96.854 | 0 | 0 |
| Retained earnings | -143.623 | -138.246 | -68.369 | -59.388 | |
| Total equity attributable to shareholders of the parent |
-127.618 | -123.450 | 31.110 | 37.791 | |
| Non-Controlling Interest | 5.476 | 7.985 | 0 | 0 | |
| Total Equity | -122.142 | -115.465 | 31.110 | 37.791 | |
| Long term debt | 2.17 | 583.632 | 578.805 | 252.674 | 250.425 |
| Staff retirement indemnities | 1.288 | 1.354 | 1.180 | 1.176 | |
| Other long-term provisions | 2.20 | 16.001 | 15.189 | 10.499 | 10.577 |
| Deferred Tax liabilities | 1.450 | 1.468 | 0 | 0 | |
| Other long-term liabilities | 2.19 | 1.139 | 1.152 | 36 | 36 |
| Long term lease liabilities | 2.17 | 8.627 | 9.179 | 454 | 519 |
| Total Non-Current Liabilities | 612.137 | 607.147 | 264.843 | 262.733 | |
| Trade and other short-term liabilities | 2.19 | 75.889 | 87.050 | 38.213 | 39.734 |
| Short term debt and lease liabilities | 2.17 | 6.351 | 16.535 | 597 | 2.522 |
| Income tax payable | 4.943 | 5.571 | 1.856 | 1.856 | |
| Short term provision | 2.20 | 3.366 | 4.630 | 40 | 40 |
| Total Current Liabilities | 2.10 | 90.549 | 113.786 | 40.706 | 44.152 |
| TOTAL LIABILITIES | 702.686 | 720.933 | 305.549 | 306.885 | |
| TOTAL EQUITY AND LIABILITIES | 580.544 | 605.468 | 336.659 | 344.676 |
Interim Financial Statements for the period January 1 to March 31, 2022
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Foreign exchange differences |
Retained Earnings |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|
| Opening Balance as of January 1, 2022 | 45.679 | -3.018 | 24.309 | 44.680 | -96.854 | -138.246 | -123.450 | 7.985 | -115.465 |
| Effect on retained earnings from previous years adjustments |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Period's results | 0 | 0 | 0 | 0 | 0 | -5.653 | -5.653 | 708 | -4.945 |
| Other comprehensive income / (expenses) after tax | 0 | 0 | 0 | 24 | 1.153 | 0 | 1.177 | -463 | 715 |
| Dividends to equity holders of parent / non-controlling interest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | -3.577 | -3.577 |
| Adjustment to net monetary position | 0 | 0 | 33 | 0 | 0 | 276 | 309 | 821 | 1.130 |
| Discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Transfer between reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balances as March 31, 2022 |
45.679 | -3.018 | 24.342 | 44.703 | -95.701 | -143.623 | -127.618 | 5.476 | -122.142 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT GROUP (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves Restated* |
Foreign exchange differences |
Retained Earnings Restated* |
Assets held for sale reserves ¹ |
Total | Non Controlling Interest |
Grand Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Opening Balance as of January 1, 2021 |
47.089 | -8.528 | 23.640 | 42.122 | -100.908 | -223.232 | -644 | -220.461 | 3.698 | -216.763 |
| Effect on retained earnings from previous years adjustments |
0 | 0 | 0 | 0 | 0 | 12 | 0 | 12 | 0 | 12 |
| Period's results | 0 | 0 | 0 | 0 | 0 | -8.247 | 0 | -8.247 | 1.816 | -6.431 |
| Other comprehensive income / (expenses) after tax |
0 | 0 | 0 | 39 | 7.350 | 17 | 0 | 7.406 | -421 | 6.986 |
| Dividends to equity holders of parent / non-controlling interest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -3.748 | -3.748 |
| Subsidiary disposal/liquidation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Effect due to change in participation percentage |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Adjustment to net monetary position |
0 | 0 | 19 | 0 | 0 | 131 | 0 | 150 | 150 | 300 |
| Discontinued operations | 0 | 0 | 0 | 0 | -644 | 0 | 644 | 0 | 0 | 0 |
| Transfer between reserves | 0 | 0 | -234 | 2.450 | 0 | -2.216 | 0 | 0 | 0 | 0 |
| Balances as March 31, 2021 | 47.089 | -8.528 | 23.425 | 44.611 | -94.202 | -233.535 | 0 | -221.141 | 1.497 | -219.645 |
¹ The activities of Group subsidiaries and associates in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).
*Restated due to change in accounting policy (note 2.1.4)
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves |
Retained Earnings |
Total |
|---|---|---|---|---|---|---|
| Opening Balance as of January 1, 2022 | 45.679 | -3.018 | 15.896 | 38.622 | -59.388 | 37.791 |
| Period's results | 0 | 0 | 0 | 0 | -6.681 | -6.681 |
| Other comprehensive income /(expenses) after taxes | 0 | 0 | 0 | 0 | 0 | 0 |
| Transfer between reserves | 0 | 0 | 0 | 2.300 | -2.300 | 0 |
| Balances as March 31, 2022 | 45.679 | -3.018 | 15.896 | 40.922 | -68.369 | 31.110 |
| STATEMENT OF CHANGES IN EQUITY INTRALOT S.A. (Amounts reported in thousands of €) |
Share Capital |
Treasury Shares |
Legal Reserve |
Other Reserves Restated* |
Retained Earnings Restated* |
Total |
|---|---|---|---|---|---|---|
| Opening Balance as of January 1, 2021 | 47.089 | -8.528 | 15.896 | 39.326 | -83.974 | 9.809 |
| Period's results | 0 | 0 | 0 | 0 | -141 | -141 |
| Other comprehensive income /(expenses) after taxes | 0 | 0 | 0 | 14 | 0 | 14 |
| Balances as March 31, 2021 | 47.089 | -8.528 | 15.896 | 39.340 | -84.115 | 9.682 |
*Restated due to change in accounting policy (note 2.1.4)
| Amounts reported in thousands of € (total | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| operations) | Notes | 1/1-31/3/2022 | 1/1-31/3/2021 | 1/1-31/3/2022 | 1/1-31/3/2021 |
| Operating activities | |||||
| Profit / (loss) before tax from continuing | |||||
| operations | -2.307 | -2.800 | -6.417 | 1.704 | |
| Profit / (loss) before tax from discontinued | 2.20 | 0 | -152 | 0 | 0 |
| operations | |||||
| Profit / (loss) before Taxation | -2.307 | -2.952 | -6.417 | 1.704 | |
| Plus / Less adjustments for: | |||||
| Depreciation and amortization | 17.105 | 16.041 | 3.608 | 3.624 | |
| Provisions | -703 | 1.023 | -504 | 83 | |
| Results (income, expenses, gain and loss) | -86 | -5.449 | -2.012 | -16.920 | |
| from investing activities | |||||
| Interest and similar expenses | 2.8 | 10.278 | 12.195 | 4.297 | 5.373 |
| Interest and similar income | 2.8 | -544 | -446 | -217 | -298 |
| (Gain) / loss to net monetary position | 2.23 | 1.007 | -91 | 0 | 0 |
| Reorganization expenses | 2.1.5 | 305 | 5.026 | 0 | 2.188 |
| Plus / less adjustments for changes in | |||||
| working capital: | |||||
| Decrease / (increase) of inventories Decrease / (increase) of receivable |
-2.283 | -1.311 | 36 | 39 | |
| accounts | 5.781 | 13.555 | 2.581 | 8.834 | |
| (Decrease) / increase of payable accounts | |||||
| (except banks) | -10.485 | -19.714 | -3.479 | -3.514 | |
| Income tax (paid)/received | -784 | 6.659 | 0 | 5.169 | |
| Total inflows / (outflows) from | 17.284 | 24.536 | -2.108 | 6.282 | |
| operating activities (a) | |||||
| Investing Activities | |||||
| (Purchases) / Sales of subsidiaries, | |||||
| associates, joint ventures and other | 2.20 | -312 | 10.117 | -53 | 10.423 |
| investments | |||||
| Purchases of tangible and intangible | 2.10 | -4.304 | -2.937 | -337 | -537 |
| assets | |||||
| Proceeds from sales of tangible and | 2.10 | 2 | 17 | 0 | 15 |
| intangible assets Interest received |
679 | 324 | 388 | 327 | |
| Dividends received | 0 | 0 | 11 | 3.012 | |
| Total inflows / (outflows) from | |||||
| investing activities (b) | -3.935 | 7.521 | 9 | 13.240 | |
| Financing Activities | |||||
| Sale of own shares | 0 | 0 | 0 | 0 | |
| Cash inflows from loans | 2.17 | 18 | 15 | 0 | 0 |
| Repayment of loans | 2.17 | -418 | -11.249 | -425 | -10.641 |
| Repayments of lease liabilities | 2.17 | -849 | -1.362 | -75 | -121 |
| Interest and similar expenses paid | 2.17 | -19.315 | -21.422 | -139 | -1.846 |
| Dividends paid Reorganization expenses paid |
2.16 | -1.971 -121 |
-5.088 -2.944 |
0 0 |
0 -1.956 |
| Total inflows / (outflows) from | |||||
| financing activities (c) | -22.655 | -42.050 | -640 | -14.564 | |
| Net increase / (decrease) in cash and | |||||
| cash equivalents for the period (a) + | -9.304 | -9.993 | -2.739 | 4.958 | |
| (b) + (c) | |||||
| Cash and cash equivalents at the | 2.14 | 107.339 | 99.984 | 8.338 | 7.959 |
| beginning of the period Net foreign exchange difference |
0 | 560 | 67 | 310 | |
| Cash and cash equivalents at the end of the period from total operations |
2.14 | 98.035 | 90.552 | 5.666 | 13.227 |
¹ The activities of Group subsidiaries and associates in Brazil (Intralot do Brazil Ltda, OLTP Ltda) and Peru (Intralot de Peru SAC) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII).
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 Peania of Attica.
INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing systems, innovative game content, sports betting management and interactive gaming services to state-licensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery, Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive advantage, which contributes directly to customers' efficiency, profitability and growth. With presence in 41 countries and states, with approximately 1.800 employees and revenues from continuing operations of €414 million for 2021, INTRALOT has established its presence on all 5 major continents.
The interim financial statements of the Group and the Company for the period ended March 31, 2022 were approved by the Board of Directors on May 27 th , 2022.
The attached financial statements have been prepared on the historical cost basis, except for the financial assets measured at fair value through other comprehensive income and the derivative financial instruments that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that the Company and the Group would continue as a going concern, as described below. The attached financial statements are presented in Euros and all values are rounded to the nearest thousand (€000) except if indicated otherwise.
The Group maintains sufficient liquidity as to cover its cash needs in the near future. The recently completed exchange offers in relation to Facility A ("Notes 2021") and Facility B ("Notes 2024") were implemented in a consensual way, achieving extension of the Notes 2021 maturity until at least 2024 and without any changes in the 2024 SUNs indenture (face value of the Notes preserved), while securing significant deleverage through the debt-to-equity exchange. This deleverage will reduce the debt servicing cost substantially and will enhance the liquidity profile of the Group. In addition to this, apart from the New Notes that will be served directly from the US subsidiary, the indenture allows significant flexibility to the Group for cash upstreaming from the US to the Parent to serve cash needs up to a substantial weight. Equivalently important, the successful execution of the two transactions has triggered the upgrade of company's CFR from rating agencies, which subsequently is expected to strengthen relationships with financing institutions and regain access to funds to allow the Group to implement its business plan and take advantage of new appealing opportunities both in the Lottery as well as in the Sports Betting markets. The recent announcement of the planned Share Capital Increase is expected to contribute in the same direction, further improving the financial position of the Group through the strengthening of Equity, opening new perspectives for the Group in the near future.
In this field, the Management is continuously monitoring the cash flow of the Group and enhancing its efforts for further sales increase through operational improvements, while at the same time focusing on the cost reduction through operational efficiencies and development of synergies.
With respect to the COVID-19 pandemic, already since in 2021, governments have put a lot of effort into the fight against COVID-19 and its restriction of the spread, while the progress of vaccinations, especially in the developed world, allowed governments to loosen restriction measures initially imposed. Economic activity and
consumer demand are picking up in most regions, but the uptake is uneven across industries. The return to normalcy does not seem to be too far away, a fact that creates optimism for our Group.
The energy crisis is shaping a new uncharted era for the global economic outlook. Supply chain disruptions, inflationary pressures and geopolitical tensions around the world, including the war in Ukraine, are expected to play a key role in the global business landscape. The Group is active in the provision of services related to gambling technology in the USA, Oceania, Turkey and Western Europe and is not exposed to direct risks in terms of its operations or dependence on suppliers in Ukraine and/or in Russia. The nature of the Group's global operations is characterized as labor-intensive and is not affected by commodity price volatility, including energy. However, the risk of indirect effects on the Group's activity from the apparent decrease in household disposable income or cuts in entertainment expenses but also a possible increase in operating expenses due to pressures on nominal wage costs and due to the increase of nominal wage costs prices of essential goods, which may result in a reduction in other costs, such as entertainment, including the gambling industry. The Management of the Company constantly monitors the geopolitical and economic developments and is ready to take all the necessary measures to protect its operations.
The potential magnitude of the effects of the global energy crisis as well as the operational risks described above are constantly being assessed. Based on this evaluation and current cash position, substantial uncertainties remain in relation to future flows and assessments of the possibility of a smooth continuation of the activity (going concern).
Taking into consideration all the above, the Management has prepared a detailed business plan with expected cash flows until April 2023, based on which, the above-mentioned magnitude is being considered and carefully assessed. In any case, as described above, the Group maintains ability for cash upstreaming from the US to the Parent to serve additional cash needs up to a substantial degree.
In conclusion, taking into consideration the Expected Cash Flows' Plan and all available information of the foreseeable future, the Management estimates that the Group has ensured its going concern.
In view of the above, the Financial Statements of the Group were prepared on the basis of the going concern principle.
These financial statements for the period ended March 31, 2022 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 December 31, 2021.
INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with the International Financial Reporting Standards (IFRS) Law 4308/2014 chap. 2, 3 & 4 and current tax regulations and issues its financial statements in accordance with the International Financial Reporting Standards (IFRS).
INTRALOT's Greek subsidiaries keep their accounting books and records and prepare their financial statements in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current tax regulations. INTRALOT's foreign subsidiaries keep their accounting books and records and prepare their financial statements in accordance with the applicable laws and regulations in their respective countries. For the purpose of the consolidated financial statements, Group entities' financial statements are adjusted and prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).
For the preparation of the financial statements of period ended March 31, 2022, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2021), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning at January 1, 2022.
New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on 1st January 2022. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.
The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover rental concessions that reduce leases due only on or before 30 June 2022.
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts of proceeds and costs relating to such items produced that are not an output of the entity's ordinary activities.
The amendment clarifies that 'costs to fulfil a contract' comprise the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate provision for an onerous contract is established, an entity recognises any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract. The Group will assess the impact of the amendment on its financial statements.
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should not recognise contingent assets, as defined in IAS 37, at the acquisition date.
Annual Improvements 2018-2020 make minor amendments to IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases. The Group will examine the impact of the above on its financial statements.
The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2023 and have not been adopted from the Group earlier.
Effective for annual periods beginning on or after 1 January 2023.
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020, supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations
will be accounted for using current values instead of historical cost. This amendment does not affect Group financial statements.
Effective for annual periods beginning on or after 1 January 2023.
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the 'settlement' of a liability. The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
Effective for annual periods beginning on or after 1 January 2023.
The amendments require companies to disclose their material accounting policy information and provide guidance on how to apply the concept of materiality to accounting policy disclosures. The Group will assess the impact of the amendment on its financial statements.
Effective for annual periods beginning on or after 1 January 2023.
The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates.
The Group will assess the impact of the amendment on its financial statements.
IΑS 12 (Amendments) 'Deferred tax related to Assets and Liabilities arising from a Single Transaction' Effective for annual periods beginning on or after 1 January 2023.
The amendments require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions such as leases for the lessee and decommissioning obligations. The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.
Effective for annual periods beginning on or after 1 January 2023.
The amendment is a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements. This amendment does not affect Group financial statements. This amendment has not yet been endorsed by the European Union.
The Group will assess the impact of the amendment on its financial statements.
International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, defines "EBITDA" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal", "Reorganization costs" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses",
"Income/(expenses) from participations and investments" ,"Write-off and impairment loss of assets" and
"Gain/(loss) from assets disposal".
| Reconciliation of operating profit before tax to EBIT and | GROUP | |
|---|---|---|
| EBITDA (continuing operations): | 1/1-31/3/2022 | 1/1-31/3/2021 |
| Operating profit/(loss) before tax | -2.307 | -2.800 |
| Profit / (loss) to net monetary position | 1.007 | -91 |
| Profit / (loss) from equity method consolidations | -67 | -70 |
| Exchange Differences | 511 | -3.718 |
| Interest and similar income | -544 | -443 |
| Interest and similar expenses | 10.278 | 12.181 |
| Income/(expenses) from participations and investments | 368 | -1.123 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | -543 | 8 |
| EBIT | 8.703 | 3.944 |
| Depreciation and amortization | 17.105 | 15.934 |
| Reorganization costs | 305 | 5.026 |
| EBITDA | 26.114 | 24.903 |
| Reconciliation of operating profit before tax to EBIT and | COMPANY | |
|---|---|---|
| EBITDA (continuing operations): | 1/1-31/3/2022 | 1/1-31/3/2021 |
| Operating profit/(loss) before tax | -6.417 | 1.704 |
| Exchange Differences | -296 | -488 |
| Interest and similar income | -217 | -298 |
| Interest and similar expenses | 4.297 | 5.373 |
| Income/(expenses) from participations and investments | -1.716 | -16.599 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | -545 | -12 |
| EBIT | -4.892 | -10.321 |
| Depreciation and amortization | 3.608 | 3.623 |
| Reorganization costs | 0 | 2.188 |
| Income from recharging reorganization expenses to subsidiaries | 0 | 0 |
| EBITDA | -1.285 | -4.508 |
For the calculation of the project EBITDA of the Company, the direct costs of the projects are allocated directly to the projects for which they are carried out. Payroll costs related to the Company's production segments are recorded in "Cost of Sales" and are allocated to projects based on man effort at Company level. "Distribution Expenses" and "Administration Expenses" are monitored per project and allocated to them based on man effort at Company level. "Research and Development Expenses" are allocated to the projects in proportion to the revenues of each project in the total revenue of the Company. Furthermore, for the calculation of the Company's "Gross" results per project, the relevant depreciation of tangible and intangible assets is accounted and the allocated operating "Distribution", "Administration" and "Research and Development" expenses are deducted. In cases where the hours of work are redistributed from one project to another then the costs of disposal, administration and research and development are calculated accordingly.
The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements, estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables – expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value, impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These judgements, estimates
and assumptions are based on historical experience and other factors including expectations of future events that are considered reasonable under the circumstances.
The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at the reporting date of the interim condensed financial statements for the period ended on March 31, 2022 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 December 31, 2021.
More specifically, the Management of the Group evaluates the going concern assumption based on the approved business plans that cover a period of five years. Following this, it prepares Expected Cash Flows that cover a period of at least 12 months since the financial statements reporting date.
The estimates and assumptions used to prepare the business plans and Expected Cash Flows are based on historical data as well as on various factors that are considered reasonable given the circumstances, and are reconsidered taking into account current and expected future market conditions. The preparation of business plans also includes long-term assumptions for important economic factors that involve a significant use of Management judgement.
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 is 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 manages in 41 countries and states an expanded portfolio of contracts and gaming licenses. The grouping of the Group companies is based on the geographical location in which they are established. The financial results of the Group are presented in the following operating geographic segments based on the geographic location of the Group companies:
| Greece, Malta, Cyprus, Luxembourg, Spain, Nederland, Romania, Bulgaria, Germany, Croatia and | |
|---|---|
| European Union: | Republic of Ireland. |
| Other Europe: | United Kingdom and Moldova. |
| America: | USA, Peru, Brazil, Argentina, Mexico, Jamaica, Chile and Colombia. |
| Other Countries: | Australia, New Zealand, China, South Africa, Turkey, Taiwan and Morocco. |
No operating segments have been added.
The following information is based on the internal financial reports provided to the manager responsible for taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above segments as those of the consolidated financial statements. The transactions between segments are realized within the natural conditions present in the Group with similar way to that with third parties. The intragroup transactions are eliminated in group level and are included in the column "Eliminations".
Interim Financial Statements for the period January 1 to March 31, 2022
| 1/1-31/3/2022 (in million €) |
European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 30,23 | 0,00 | 52,16 | 15,27 | 0,00 | 97,66 |
| Intragroup sales | 5,58 | 0,00 | 0,10 | 0,02 | -5,69 | 0,01 |
| Total Sales | 35,81 | 0,00 | 52,26 | 15,29 | -5,69 | 97,67 |
| Gross Profit/(loss) | 3,50 | 0,00 | 11,41 | 12,97 | -2,71 | 25,17 |
| (Debit)/Credit interest & similar (expenses)/income | -2,24 | 0,00 | -4,66 | 0,12 | -2,95 | -9,73 |
| Depreciation/Amortization | -6,84 | 0,00 | -8,65 | -2,10 | 0,49 | -17,10 |
| Profit/(loss) consolidated with equity method | 0,00 | 0,00 | 0,00 | 0,07 | 0,00 | 0,07 |
| Write-off & impairment of assets | 0,54 | 0,00 | 0,00 | 0,00 | 0,00 | 0,54 |
| Write-off & impairment of investments | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables | 0,00 | 0,00 | 0,00 | -0,10 | 0,00 | -0,10 |
| Reversal of doubtful provisions & recovery of written off receivables | 0,00 | 0,00 | 0,28 | 0,06 | 0,00 | 0,34 |
| Profit/(Loss) before tax and continuing operations | -0,83 | 0,00 | 1,29 | 4,74 | -7,51 | -2,31 |
| Tax | -0,53 | 0,00 | -1,07 | -1,04 | 0,00 | -2,64 |
| Profit/(Loss) after tax from continuing operations | -1,36 | 0,00 | 0,22 | 3,70 | -7,51 | -4,95 |
| Profit/(Loss) after tax from discontinued operations | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Profit/(Loss) after tax from total operations | -1,36 | 0,00 | 0,22 | 3,70 | -7,51 | -4,95 |
| 1/1-31/3/2021 (in million €) |
European Union |
Other Europe |
America | Other Countries |
Eliminations | Total |
|---|---|---|---|---|---|---|
| Sales to third parties | 30,39 | 0,00 | 50,44 | 16,75 | -0,02 | 97,56 |
| Intragroup sales | 4,05 | 0,00 | 0,10 | 0,02 | -4,17 | 0,00 |
| Total Sales | 34,44 | 0,00 | 50,53 | 16,77 | -4,18 | 97,56 |
| Gross Profit/(loss) | -1,75 | 0,00 | 13,83 | 14,16 | -0,67 | 25,58 |
| (Debit)/Credit interest & similar (expenses)/income | -11,29 | 0,00 | -0,56 | 0,02 | 0,08 | -11,74 |
| Depreciation/Amortization | -6,60 | 0,00 | -8,55 | -1,01 | 0,23 | -15,93 |
| Profit/(loss) consolidated with equity method | 0,00 | 0,00 | 0,00 | 0,07 | 0,00 | 0,07 |
| Write-off & impairment of assets | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| Write-off & impairment of investments | -11,14 | 0,00 | 0,00 | 0,00 | 11,14 | 0,00 |
| Doubtful provisions, write-off & impairment of receivables | -26,02 | 0,00 | 0,00 | -1,24 | 26,88 | -0,38 |
| Reversal of doubtful provisions & recovery of written off receivables | 0,00 | 0,00 | 0,01 | 0,05 | -0,01 | 0,05 |
| Profit/(Loss) before tax and continuing operations | -42,39 | 0,00 | 13,61 | 5,34 | 20,65 | -2,80 |
| Tax | -0,57 | 0,00 | -0,43 | -1,15 | 0,00 | -2,15 |
| Profit/(Loss) after tax from continuing operations | -42,96 | 0,00 | 13,18 | 4,19 | 20,65 | -4,95 |
| Profit/(Loss) after tax from discontinued operations | -0,40 | 0,00 | -1,08 | 0,00 | 0,00 | -1,48 |
| Profit/(Loss) after tax from total operations | -43,36 | 0,00 | 12,10 | 4,19 | 20,65 | -6,43 |
| Sales per business activity | ||||
|---|---|---|---|---|
| (continuing operations) | ||||
| (in thousand €) | 31/3/2022 | 31/3/2021 | Change | |
| Licensed operations | 31.623 | 29.813 | 6,07% | |
| Management contracts | 10.932 | 13.373 | -18,25% | |
| Technology and support services | 55.102 | 54.376 | 1,34% | |
| Total | 97.656 | 97.561 | 0,10% |
| Sales per product type (continuing operations) |
||||
|---|---|---|---|---|
| 31/3/2022 | 31/3/2021 | |||
| Lottery games | 61,9% | 61,4% | ||
| Sports Betting | 18,8% | 19,9% | ||
| IT products & services | 7,7% | 9,1% | ||
| Racing | 0,5% | 0,5% | ||
| Video Lottery Terminals | 11,1% | 9,1% | ||
| Total | 100% | 100% |
| Revenue Net of Payout (GGR) per business activity (continuing operations) |
||||
|---|---|---|---|---|
| (in thousand €) | 31/3/2022 | 31/3/2021 | Change | |
| Licensed operations | 13.777 | 11.121 | 23,89% | |
| Management contracts | 10.932 | 13.373 | -18,25% | |
| Technology and support services | 55.102 | 54.376 | 1,33% | |
| Total | 79.810 | 78.869 | 1,19% |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (continuing operations) | 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 | |
| Income from rents from third parties | 4.779 | 4.379 | 27 | 0 | |
| Income from rents from subsidiaries | 0 | 0 | 20 | 15 | |
| Proceeds from legal disputes | 0 | 0 | 0 | 0 | |
| Income from uncollected winnings | 0 | 0 | 0 | 0 | |
| Income from reversal of doubtful provisions and proceeds for written off receivables from third parties |
342 | 48 | 0 | 0 | |
| Income from reversal of doubtful provisions and proceeds for written off receivables from subsidiaries |
0 | 0 | 0 | 0 | |
| Income from recharging reorganization expenses to subsidiaries |
0 | 0 | 0 | 0 | |
| Other income | 565 | 1.080 | 48 | 10 | |
| Other income from other related parties | 0 | 0 | 0 | 0 | |
| Other income from subsidiaries | 0 | 0 | 0 | 0 | |
| Total | 5.686 | 5.507 | 95 | 25 |
| GROUP (continuing operations) | 31/3/2022 | 31/3/2021 |
|---|---|---|
| Current income tax | 2.553 | 1.613 |
| Deferred income tax | 34 | 447 |
| Tax audit differences and other taxes non-deductible | 52 | 88 |
| Total income tax expense reported in income statement |
2.638 | 2.148 |
The income tax expense for the Company and its Greek subsidiaries was calculated to 22% on the taxable profit of the periods 1/1-31/3/2022 and 1/1-31/3/2021 respectively
The deferred income tax for the Company and its Greek subsidiaries was calculated using the rate 22%, pursuant to Law 4799/2021, for tax years 2021.
| COMPANY | 31/3/2022 | 31/3/2021 |
|---|---|---|
| Current income tax | 0 | 0 |
| Deferred income tax | 264 | 513 |
| Tax audit differences and other taxes non-deductible | 0 | 1.332 |
| Total income tax expense reported in income statement |
264 | 1.845 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (continuing operations) | 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 | |
| Income from dividends | 0 | 1.011 | 1.716 | 4.745 | |
| Gain from sale of participations and investments |
142 | 396 | 0 | 11.935 | |
| Other income from participations and investments |
0 | 0 | 0 | 0 | |
| Total income from participations and investments |
142 | 1.407 | 1.716 | 16.680 | |
| Loss from sale of participations and investments |
-510 | -284 | 0 | -19 | |
| Loss from impairment / write-offs of participations and investments |
0 | 0 | 0 | -62 | |
| Total expenses from participations and investments |
-510 | -284 | 0 | -81 | |
| Net result from participations and investments |
-368 | 1.123 | 1.716 | 16.599 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 |
| Gain from disposal of tangible and intangible assets | 2 | 6 | 0 | 5 |
| Loss from disposal of tangible and intangible assets | 0 | -12 | 0 | 7 |
| Loss from impairment and write-off of tangible and intangible assets |
-4 | -3 | 0 | 0 |
| Gain from write-off lease liability | 0 | 0 | 0 | 0 |
| Loss from write-off property rights | 1 | 0 | 1 | 0 |
| Gain from Reversal of tangible & intangible assets' Impairment |
544 | 0 | 544 | 0 |
| Net result from tangible and intangible assets | 543 | -8 | 545 | 12 |
| (continuing operations) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 | |
| Impairment, write-off and provisions for doubtful debt |
98 | 381 | 0 | 0 |
| Provisions for contractual fines-penalties | 33 | 23 | 0 | 0 |
| Other expenses from other related parties | 10 | 0 | 10 | 0 |
| Other expenses | 1 | 26 | 25 | 18 |
| Total | 142 | 430 | 35 | 18 |
Analysis of the account "Impairment, write-off and provisions for doubtful debt":
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 |
| Provisions for doubtful receivables from subsidiaries |
0 | 0 | 0 | 0 |
| Doubtful provisions from third party trade receivables (3rd parties) |
-183 | 403 | 0 | 0 |
| Write-off of trade receivables (3rd parties) | 281 | -22 | 0 | 0 |
| Write-off of receivables from associates | 0 | 0 | 0 | 0 |
| Write-off of receivables from other related parties |
0 | 0 | 0 | 0 |
| Total | 98 | 381 | 0 | 0 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (continuing operations) | 31/3/2022 | 31/3/2021 | 31/3/2022 | 31/3/2021 |
| Interest Expense ¹ | -10.019 | -11.947 | -4.263 | -5.261 |
| Financial Expense | -261 | -250 | -34 | -112 |
| Discounting | 1 | 16 | 0 | 0 |
| Total Interest and similar expenses | -10.278 | -12.181 | -4.297 | -5.373 |
| Interest Income | 544 | 426 | 217 | 298 |
| Financial Income | 0 | 0 | 0 | 0 |
| Discounting | 0 | 18 | 0 | 0 |
| Total Interest and similar Income | 544 | 443 | 217 | 298 |
| Net Interest and similar Income / (Expenses) | -9.734 | -11.738 | -4.080 | -5.075 |
¹ Including the amortized costs, expenses and fees of banking institutions in connection with the issue of bond and syndicated loans, as well as repurchase of bond loans costs.
The Group reported in the Income Statement of the three months of 2022 loss from «Exchange differences» amount to €511 thousand (three months 2021: gain €3.718 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had, as at 31/3/2022, with a different functional currency than the Group, from valuation of cash balances in foreign currency other
than the functional currency of each entity, as well as from valuation of trade receivables (from third parties and associates) mainly in USD that held by the Company on 31/3/2022.
During the three months of 2022, the Group acquired tangible (owner occupied) and intangible assets with acquisition cost €4.549 thousand (discontinued operations €0 thousand), (three months 2021: €7.609 thousand – discontinued operations €27 thousand), whereas transferred from Property Plant & Equipment to Investment properties an amount of € 2.615 thousands due to change in use (inception of operating lease to a third party) of properties onwed to the parent company.
Also, during the three months of 2022, the Group disposed tangible (owner occupied) and intangible assets with a net book value of €12 thousand (discontinued operations €0 thousand), (three months 2021: €23 thousand – discontinued operations €0 thousand), making a net gain amounting to €2 thousand (three months 2021: net gain €6 thousand), which was recorded in the account "Gain/(loss) from assets disposal, impairment loss & write-off of assets".
During three months of 2022, the Group proceeded to writes-offs and impairments of tangible (owneroccupied) and intangible assets with a net book value of €541 thousand (discontinued operations €0 thousand) - (three months 2021: €3 thousand – discontinued operations €0 thousand), which were recorded in the account "Profit / (loss) from assets disposal, impairment loss & write-off of assets".
The net book value of tangible (owner-occupied) and intangible assets of the Group increased in the three months of 2022 due to foreign exchange valuation differences by €1,8 million.
Restatement of tangible and intangible fixed assets into current measuring units (IAS 29): The net book value of the Group's tangible (owner-occupied) and intangible assets increased by €561 thousand in the three months of 2022 due to a recalculation in current measuring units pursuant to IAS 29 "Financial Reporting in Hyperinflationary Economies".
Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:
| RIGHT OF USE ASSETS | |||||
|---|---|---|---|---|---|
| GROUP | BUILDINGS AND INSTALLATIONS |
TRANSPORT EQUIPMENT |
MACHINERY AND EQUIPMENT |
Total | |
| Balance 1/1/2022 | 15.191 | 1.016 | 1.997 | 18.204 | |
| Additions | 8 | 4 | 0 | 12 | |
| Termination/expiration of contracts | 0 | 14 | 0 | 14 | |
| Foreign Exchange differences | 150 | -4 | 33 | 179 | |
| Effect from IAS 29 | 30 | 0 | 1 | 31 | |
| Change of consolidation method / Sale of subsidiary |
0 | 0 | 0 | 0 | |
| Depreciation | -639 | -160 | -75 | -874 | |
| Write off of asset | 0 | 0 | 0 | 0 | |
| Transfers | 0 | 0 | 0 | 0 | |
| Balance 31/3/2022 | 14.740 | 870 | 1.956 | 17.566 |
Below amounts recognized in Income Statement pursuant to IFRS 16:
| 31/3/2022 | |
|---|---|
| (continuing operations) | |
| Depreciation from right of use assets | 874 |
| Interest expenses from lease liabilities | 304 |
| Rental expenses from short-term contracts | 837 |
| Rental expenses from contracts of low value assets | 15 |
| Total amounts recognized in Income Statement | 2.030 |
| RIGHT OF USE ASSETS | ||||
|---|---|---|---|---|
| COMPANY | BUILDINGS & INSTALLATIONS |
TRANSPORT EQUIPMENT |
MACHINERY & EQUIPMENT |
Total |
| Balance 1/1/2022 | 5.431 | 498 | 27 | 5.956 |
| Additions | 0 | 0 | 0 | 0 |
| Termination/expiration of contracts |
0 | 14 | 0 | 14 |
| Write off of asset | 0 | 0 | 0 | 0 |
| Depreciation | -91 | -57 | -2 | -150 |
| Balance 31/3/2022 | 5.340 | 455 | 25 | 5.820 |
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation |
Country | 31/3/2022 | 31/12/2021 |
|---|---|---|---|---|
| LOTRICH INFORMATION Co LTD | 40% | Taiwan | 6.675 | 6.733 |
| KARENIA ENTERPRISES COMPANY LTD | 50% | Cyprus | 6.698 | 6.696 |
| Other | 5 | 5 | ||
| Total | 13.377 | 13.434 | ||
| GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES | 31/3/2022 | 31/12/2021 | ||
| Opening Balance | 13.434 | 12.785 | ||
| Participation in net profit / (loss) of associates and joint ventures |
68 | 214 | ||
| Exchange differences | -128 | 685 | ||
| Impairment /Reverse of impairment | 0 | 0 | ||
| Dividends | 0 | -252 | ||
| Transfer to Assets held for sale | 0 | 0 | ||
| Additions in kind | 5 | 5 | ||
| Other | 0 | -2 | ||
| Closing Balance | 13.377 | 13.434 | ||
| COMPANY INVESTMENT IN ASSOCIATES AND JOINT VENTURES |
% Participation |
Country | 31/3/2022 | 31/12/2021 |
| Lotrich Information Co LTD | 40% | Ταιβάν | 5.131 | 5.131 |
| Total | 5.131 | 5.131 |
| COMPANY INVESTMENT IN SUBSIDIARIES |
% Participation |
Country | 31/3/2022 | 31/12/2021 |
|---|---|---|---|---|
| ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | 100% | Cyprus | 464 | 464 |
| BETTING COMPANY S.A. | 95% | Greece | 139 | 139 |
| INTELTEK INTERNET AS | 100% | Turkey | 659 | 1.020 |
| BILYONER INTERAKTIF HIZMELTER AS GROUP |
50,01% | Turkey | 3.990 | 3.990 |
| INTRALOT GLOBAL SECURITIES B.V. | 100,00% | Netherlands | 50.961 | 50.961 |
| INTRALOT GLOBAL HOLDINGS B.V. | 99,98% | Netherlands | 76.374 | 76.374 |
| INTRALOT IBERIA HOLDINGS S.A. | 100% | Spain | 5.638 | 5.638 |
| Other | 116 | 116 | ||
| Total | 138.341 | 138.702 | ||
| Grand Total | 143.472 | 143.833 |
| COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES |
31/3/2022 | 31/12/2021 |
|---|---|---|
| Opening Balance | 143.833 | 128.239 |
| Provisions/ reversals of provisions for impairment of subsidiaries | 0 | -6.824 |
| Capitalization of receivables from subsidiaries | 0 | 21.602 |
| Transfer to Assets held for sale | 0 | 0 |
| Return of subsidiaries' capital | -361 | 0 |
| Acquisition of additional percentage in an existing subsidiary | 0 | 816 |
| Closing Balance | 143.472 | 143.833 |
The other financial assets that have been classified by the Group as "equity instruments at fair value through other comprehensive income" and as "debt instruments at amortized cost" are analyzed below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Opening Balance | 109 | 276 | 80 | 39 |
| Disposals | 0 | -99 | 0 | 0 |
| Receipts | 0 | -13 | 0 | 0 |
| Fair value revaluation | -1 | -50 | 0 | 41 |
| Foreign exchange differences | -4 | -5 | 0 | 0 |
| Closing balance | 104 | 109 | 80 | 80 |
| Quoted securities | 104 | 109 | 80 | 80 |
| Unquoted securities | 0 | 0 | 0 | 0 |
| Total | 104 | 109 | 80 | 80 |
| Long-term Financial Assets | 92 | 97 | 80 | 80 |
| Short-term Financial Assets | 12 | 13 | 0 | 0 |
| Total | 104 | 110 | 80 | 80 |
During the three months of 2022, the Group losses arising from the valuation at fair value of the above financial assets amount to €-1 thousand (three months 2021: gain €44 thousand) are analyzed in gain amount to €0 thousand (three months 2021: gain 39 thousand) reported in particular equity reserves (revaluation reserve) and in losses amount to €-1 thousand (three months 2021: gain €5 thousand) reported in the income statement. Respectively for the Company, gain amount to €0 thousand (three months 2021: gain €14 thousand) are analyzed in gain amount to €0 thousand (three months 2021: gain €14 thousand) that were reported in particular equity reserves (revaluation reserve).
For investments that are actively traded in organized financial markets, the fair value is determined by reference to the closing price at the reporting date. For investments where there is no corresponding market price, fair value is determined by reference to the current market value of another instrument that is substantially the same or estimated based on expected cash flows of the net assets underlying the investment or acquisition value.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Merchandise – Equipment | 17.400 | 16.325 | 3.557 | 3.593 |
| Other | 5.330 | 3.780 | 0 | 0 |
| Total | 22.730 | 20.105 | 3.557 | 3.593 |
| Provisions for impairment | -1.484 | -1.449 | 0 | 0 |
| Total | 21.246 | 18.657 | 3.557 | 3.593 |
The burden for the three months of 2022, from disposals/usage and provision of inventories for the Group amounts to €337 thousand (three months 2021: €2.004 thousand) while for the Company amounts to €46 thousand (three months 2021: €69 thousand) and is included in "Cost of Sales".
| Reconciliation of changes in inventories | GROUP | COMPANY | ||
|---|---|---|---|---|
| provision for impairment | 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 |
| Opening balance for the period | -1.449 | -1.473 | 0 | 0 |
| Provisions of the period | 0 | 0 | 0 | 0 |
| Foreign exchange differences | -35 | 24 | 0 | 0 |
| Sale of subsidiary | 0 | 0 | 0 | 0 |
| Closing balance for the period | -1.484 | -1.449 | 0 | 0 |
There are no liens on inventories.
Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily bank interest rates. The short-term deposits are made for periods from one day to three months depending on the Group's cash requirements and yield income at the applicable prevailing interest rates.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | ||
| Cash and bank current accounts | 96.664 | 104.823 | 5.666 | 8.338 | |
| Short term time | |||||
| deposits/investments (cash | 1.372 | 2.516 | 0 | 0 | |
| equivalents) | |||||
| Total | 98.035 | 107.339 | 5.666 | 8.338 |
| Total number of authorized shares | 31/3/2022 | 31/12/2021 |
|---|---|---|
| Ordinary shares of nominal value €0,30 each | 152.261.721 | 152.261.721 |
| Issued and fully paid shares | Number of Ordinary Shares |
€'000 |
| Balance March 31,2022 | 152.261.721 | 45.679 |
The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 11.6.2014, as amended by the resolution of the Shareholder's Annual General Meeting of 19.5.2015 and 18.5.2017, has approved a treasury shares buyback program from the Company, of up to 10% of the paid share capital, for the time period of 24 months with effect from 11.06.2014 and until 11.06.2018, with a minimum price of €1,00 and maximum price of €12,00. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it. The above programme was cancelled with a relevant decision of the Shareholder's Annual General Meeting on 16.5.2018.
The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 16.5.2018, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, including treasury shares which might have been acquired and held by the Company (on 16/5/2018 amounted 748.661 treasury shares that is 0,48% of the share capital following the cancelation of 2.000.000 treasury shares and a relevant decrease in the share capital of the Company as approved by the Shareholder's Annual General Meeting for a period of
24 months with effect from 16.5.2018 and until 16.5.2020, with a minimum price of €0,30 and maximum price of €12,00 cancelling the previous programme that was about to end on 11.6.2018. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it.
During 2018, the Company purchased 9.218.779 treasury shares (5,87% of the Company's share capital) at an average price of €0,93 per share, totalling €8.589 thousand. Until 31/3/2020 the Company had 9.200.033 treasury shares (5,86% of the company's share capital) with average price €0,93 per share, with total price of €8.528 thousand subtracting 2.000.000 treasury shares (1,27% of the share capital of the Company) at an average purchase price of €1,10, that were cancelled from the Shareholder's Annual General Meeting of 16.05.2018.
According to article 49, Law 4548/2018, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting which took place on the 29.05.2020, that a treasury shares buy – back program by the Company of up to 10% of its paid share capital, taking into account the shares which had been acquired and held by the Company (in the amount of 9.200.033 treasury shares as of 29.05.2020, that is 5,861% of its share capital), for a period of 24 months with effect from 29.05.2020 and until 29.05.2022, with a minimum price of €0,30 and maximum price of €12, is approved. It was approved also that the treasury shares which will eventually be acquired may be distributed to its personnel and/or to the personnel of Company's affiliates and/or to be kept for future acquisition of shares in another company.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Treasury shares | Number of Ordinary Shares | €'000 | Number of Ordinary Shares | €'000 | |
| Balance March 31,2022 | 3.724.936 | 3.018 | 3.724.936 | 3.018 |
INTRALOT, in accordance with the current legislation and its relevant announcement dated 13/04/2021 and 11/05/2021, informed that, by May 31 2021, it completed the sale of 775.097 own shares, or 0,49% of its total share capital, with an average selling price of €0,16 per share and a total value of €126.392,04. The Annual General Meeting of the Company's shareholders that took place on June 29, 2021 decided the reduction of the Company's share capital by the amount of one million four hundred ten thousand euro (€1.410.000,00) through the reduction of the total number of shares from 156.961.721 to 152.261.721 common registered shares, due to the cancellation of four million seven hundred thousand (4.700.000) own common registered shares, with the amendment of article 5 of the Company's Articles of Association. Therefore, INTRALOT holds 3.724.936 own shares, which represent 2,45% of its total share capital.
This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve in the Group on 31/3/2022 was €-95,7 million (31/12/2021: €-96,9 million). The Group had a total net gain which was reported in the statement of comprehensive income from the change in the fair value reserve during 2022 amounting to €1,02 million, out of which gain of €1,5 million is attributable to the owners of the parent and a loss of €0,48 million to non-controlling interest. The above total net loss for 2022 comes mainly from the negative fluctuation of TRY, USD, and ARS against the EUR.
During the three months of 2022, an accumulated gain of €0,35 million was reclassified/recycled in the income statement (line "Foreign Exchange Differences and "Profit / (loss) after tax from discontinued operations") from the reserve of foreign exchange differences due to the liquidation of subsidiaries and associates.
The main exchange rates of abroad subsidiaries financial statements conversion were:
| 31/3/2022 | 31/12/2021 | Ghange | |
|---|---|---|---|
| EUR / USD | 1,11 | 1,13 | -1,8% |
| EUR / AUD | 1,48 | 1,56 | -5,1% |
| EUR / TRY | 16,28 | 15,23 | 6,9% |
| EUR / ARS | 123,00 | 116,94 | 5,2% |
| EUR / BRL | 5,30 | 6,31 | -16,0% |
| AVG 1/1- 31/3/2022 |
AVG 1/1- 31/3/2021 |
Ghange | |
|---|---|---|---|
| EUR / USD | 1,12 | 1,20 | -6,7% |
| EUR / AUD | 1,55 | 1,56 | -0,6% |
| EUR / TRY | 15,67 | 8,92 | 75,7% |
| EUR / ARS ¹ | 123,00 | 108,00 | 13,9% |
| EUR / BRL | 5,87 | 6,60 | -11,1% |
1The Income Statement of the three months of 2022 and 2021 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/3/2022 and 31/3/2021 instead of the Avg. 1/1-31/3/2022 and Avg.1/1-31/3/2021 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Statutory Reserve | 24.342 | 24.309 | 15.896 | 15.896 |
| Extraordinary Reserves | 4.190 | 4.190 | 1.456 | 1.456 |
| Tax Free and Specially Taxed Reserves |
40.655 | 40.655 | 40.391 | 38.091 |
| Treasury shares reserve | -760 | -760 | -760 | -760 |
| Actuarial differences reserve | -32 | -56 | -46 | -46 |
| Revaluation reserve | 651 | 651 | -119 | -119 |
| Total operations | 69.045 | 68.989 | 56.818 | 54.518 |
| COMPANY 1/1-31/3/2022 | Actuarial differences Reserve |
Revaluation Reserve |
Total |
|---|---|---|---|
| Defined benefit plans revaluation | 0 | 0 | 0 |
| Valuation of assets measured at fair value through other comprehensive income |
0 | 0 | 0 |
| Other comprehensive income / (expenses) after tax |
0 | 0 | 0 |
| COMPANY 1/1-31/3/2021 | Actuarial differences Reserve |
Revaluation Reserve |
Total |
|---|---|---|---|
| Defined benefit plans revaluation | 0 | 0 | 0 |
| Valuation of assets measured at fair value through other comprehensive income |
0 | 14 | 14 |
| Other comprehensive income / (expenses) after tax |
0 | 14 | 14 |
| GROUP 1/1-31/3/2022 | Actuarial differences Reserve |
Revaluation Reserve |
Foreign exchange differences Reserve |
Retained Earnings |
Total | Non controlling interest |
Grand Total |
|---|---|---|---|---|---|---|---|
| Defined benefit plans revaluation for subsidiaries and parent company |
24 | 0 | 0 | 0 | 24 | 24 | 48 |
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Foreign exchange differences on consolidation of subsidiaries |
0 | 0 | 1.626 | 0 | 1.626 | -486 | 1.139 |
| Share of foreign exchange differences on consolidation of associates and joint ventures |
0 | 0 | -124 | 0 | -124 | 0 | -124 |
| Total operations | 24 | 0 | 1.502 | 0 | 1.526 | -463 | 1.063 |
| GROUP 1/1-31/3/2021 | Actuarial differences Reserve |
Revaluation Reserve |
Foreign exchange differences Reserve |
Retained Earnings |
Total | Non controlling interest |
Grand Total |
|---|---|---|---|---|---|---|---|
| Defined benefit plans revaluation for subsidiaries and parent company |
0 | 0 | 0 | 17 | 17 | 17 | 34 |
| Revaluation of defined benefit plans of associates and joint ventures |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Valuation of assets measured at fair value through other comprehensive income of parent and subsidiaries |
0 | 39 | 0 | 0 | 39 | 0 | 39 |
| Foreign exchange differences on consolidation of subsidiaries |
0 | 0 | 6.456 | 0 | 6.456 | -437 | 6.019 |
| Share of foreign exchange differences on consolidation of associates and joint ventures |
0 | 0 | 250 | 0 | 250 | 0 | 250 |
| Total operations | 0 | 39 | 6.705 | 17 | 6.762 | -421 | 6.342 |
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Declared dividends of ordinary shares: | 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Final dividend of 2020 | 0 | 4.318 | 0 | 0 | |
| First dividend of 2021 | 3.577 | 688 | 0 | 0 | |
| First dividend of 2022 | 0 | 0 | 0 | 0 | |
| Dividend per statement of changes in equity |
3.577 | 5.006 | 0 | 0 |
During the three months of 2022 dividends paid on ordinary shares, aggregated €1.971 thousand
(three months 2021: €5.088 thousand).
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate | 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Facility B (€500,0 million) | EUR | 5,25% | 494.373 | 500.266 | 0 | 0 |
| Facility SSN (\$242,1 million) | EUR | 7,09% - 8,87% | 219.718 | 220.500 | 0 | 0 |
| Extra Facility (\$11,9 million) | EUR | 7,09% - 8,87% | 10.827 | 10.866 | 0 | 0 |
| Supplemental Indenture | 2.073 | 2.073 | 0 | 0 | ||
| (€2,1 million) | EUR | 0,00% | ||||
| Intercompany Loans | 0 | 0 | 252.989 | 252.678 | ||
| Other | 2.944 | 3.286 | 0 | 0 | ||
| Total Loans (long-term and short-term) before | ||||||
| repurchasing | 729.935 | 736.991 | 252.989 | 252.678 | ||
| Less: Payable during the next year | -3.497 | -13.678 | -315 | -2.253 | ||
| Repurchase of Facility B | -142.807 | -144.509 | 0 | 0 | ||
| Long-term loans after repurchasing | 583.632 | 578.805 | 252.674 | 250.425 | ||
| Long-term lease liabilities ¹ | 8.627 | 9.179 | 454 | 519 | ||
| Total long-term debt (loans and lease liabilities) | 592.259 | 587.984 | 253.128 | 250.944 |
1In the Group and the Company on 31/3/2022 included Long-term lease liabilities from other related parties amount to €4.588 thousand and €211 thousand respectively (31/12/2021: € 4.610 thousands and € 223 thousands respectively) (note 2.20.Ε).
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Currency | Interest rate | 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Facility B (€500,0 million) | 347 | 6.847 | 0 | 0 | ||
| Facility SSN (\$242,1 million) | EUR | 7,09% - 8,87% | 1.618 | 6.733 | 0 | 0 |
| Extra Facility (\$11,9 million) | EUR | 7,09% - 8,87% | 80 | 332 | 0 | 0 |
| Supplemental Indenture (€2,1 million) |
EUR | 0,00% | 0 | 0 | 0 | 0 |
| Other | 1.552 | 1.744 | 315 | 2.253 | ||
| Short-term loans before repurchasing | 3.597 | 15.656 | 315 | 2.253 | ||
| Repurchasing Facility B | -100 | -1.978 | 0 | 0 | ||
| Short-term loans after repurchasing | 3.497 | 13.678 | 315 | 2.253 | ||
| Short-term lease liabilities ¹ | 2.854 | 2.857 | 282 | 269 | ||
| Total short-term debt (loans and lease liabilities) | 6.351 | 16.535 | 597 | 2.522 |
1In the Group and the Company as at 31/3/2022 included Short-term lease liabilities from other related parties amount to €271 thousand and €73 thousand respectively (31/12/2021: € 261 thousands and € 70 thousands respectively) (note 2.20.Ε).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Total debt (loans and lease liabilities) | 598.610 | 604.519 | 253.725 | 253.466 |
• Facility B: In September 2017, Intralot Capital Luxembourg issued Senior Notes with a nominal value of €500,0 million, guaranteed by the parent company and subsidiaries of the Group, due 15 September 2024. The Notes were offered at an issue price of 100,000%. Interest is payable semiannually at an annual fixed nominal coupon of 5,25%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring additional debt with respect to total Net Debt (senior) to EBITDA (EBITDA/ "Consolidated Cash Flow") (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge Coverage ratio >2,00). The Group proceeded to the repurchase of bonds from the open market with nominal value of €5,0 million during 2018, as well as €21,2 million during the second half of 2019, forming the total outstanding nominal amount at €473,8 million. The Group finalized on 3/8/2021 the transfer of shares from Intralot Global Holdings B.V., amounting to 34,27% of the share capital of Intralot US Securities B.V. (indirect parent of Intralot, Inc.), to the holders of existing Notes of the Facility B with a nominal value of €118.240.000 who participated in the exchange. Following the above procedure, these Notes came to the possession of Intralot Global Holdings B.V.. So, the total outstanding nominal value of Facility B on 3/8/2021 came up to €355,6 million.
The Group under the Senior Notes (Facility B) terms will be able to incur additional debt so long as on an actual basis its consolidated fixed charge coverage ratio is at least 2,00 (31/3/2022: approx. 2,86), and will be able to incur additional senior debt as long as on an actual basis its total Net Debt (senior) to EBITDA consolidated (Senior leverage ratio) is not more than 3,75 (31/3/2022: approx. 4,59). Furthermore, to the above, the Group can incur additional debt from specific baskets. Additionally, under the New Senior Notes (Facility SSN & Extra Facility), the Group, through its subsidiary Intralot Inc., will be able to incur additional debt as long as on an actual basis its total Net Debt (senior) to EBITDA consolidated (Senior leverage ratio) is not more than 3,75 (31/3/2022: in compliance).
The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf, may from time to time purchase and/or re-sell bonds of the Group in one or more series of openmarket transactions from time to time. The Group does not intend to disclose the extent of any such purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group may have to do so.
Facility C: In February and March 2020 Intralot Global Holdings BV signed a loan agreement, with relevant securities on financial assets, amounting up to €18 million as a revolving facility and issuing bank letters of guarantee. Loan agreement bears a floating reference rate (relevant bank's cost of funding cost) plus a 1,65% margin. The above financing does not include financial terms and has been fully paid as at 30/6/2021 and the in-force letters of guarantee as at 31/3/2022 amounted to €10,7 million.
| GROUP | Minimum of the lease payments 31/3/2022 |
Present value of the minimum lease payments 31/3/2022 |
Minimum of the lease payments 31/12/2021 |
Present value of the minimum lease payments 31/12/2021 |
|---|---|---|---|---|
| Within 1 year | 3.332 | 2.854 | 3.363 | 2.857 |
| Between 2 and 5 years | 6.884 | 6.086 | 7.241 | 6.421 |
| Over 5 years | 2.829 | 2.541 | 3.076 | 2.758 |
| Minus: Interest | -1.564 | 0 | -1.644 | 0 |
| Total | 11.481 | 11.481 | 12.036 | 12.036 |
| COMPANY | Minimum of the lease payments |
Present value of the minimum |
Minimum of the lease |
Present value of the minimum lease |
| 31/3/2022 | lease payments 31/3/2022 |
payments 31/12/2021 |
payments 31/12/2021 |
|
| Within 1 year | 318 | 282 | 308 | 269 |
| Between 2 and 5 years | 484 | 454 | 556 | 519 |
| Over 5 years | 0 | 0 | 0 | 0 |
| Minus: Interest | -66 | 0 | -76 | 0 |
The Group aims through the management of capital to ensure that the Group can operate smoothly in the future, maximize the value of its shareholders and maintain the appropriate capital structure in terms of costs of capital. The Group monitors its capital adequacy on a Net Debt to EBITDA ratio basis. Net borrowings include borrowing and lease liabilities minus cash and cash equivalents.
| GROUP | 31/3/2022 | 31/12/2021 |
|---|---|---|
| Long-term loans | 583.632 | 578.805 |
| Long-term lease liabilities | 8.627 | 9.179 |
| Short-term loans | 3.497 | 13.678 |
| Short-term lease liabilities | 2.854 | 2.857 |
| Total Debt | 598.610 | 604.519 |
| Cash and cash equivalents | -98.035 | -107.339 |
| Net Debt | 500.575 | 497.180 |
| Lending of discontinued operations | 0 | 0 |
| Cash and cash equivalents | 0 | 0 |
| Net Debt (adjusted) | 500.575 | 497.180 |
| EBITDA from continuing operations | 111.651 | 110.440 |
| Leverage | 4,48 | 4,50 |
Interim Financial Statements for the period January 1 to March 31, 2022
| Group | BALANCE 31/12/2021 |
Cash flows | Accrued interest |
Foreign exchange differences & IAS 29 effect |
Transfers | Purchases of fixed assets under leases/contract cancellation |
Change of consolidation method & other transfers |
BALANCE 31/3/2022 |
|---|---|---|---|---|---|---|---|---|
| Long term loans | 578.805 | -19.763 | 9.712 | 4.569 | 10.309 | 0 | 0 | 583.632 |
| Short term loans | 13.678 | -6 | 0 | 134 | -10.309 | 0 | 0 | 3.497 |
| Long term lease liabilities | 9.179 | -850 | 304 | 43 | 120 | -169 | 0 | 8.627 |
| Short term lease liabilities | 2.857 | 0 | 0 | 29 | -120 | 88 | 0 | 2.854 |
| Total liabilities from financing activities |
604.520 | -20.619 | 10.016 | 4.775 | 0 | -81 | 0 | 598.610 |
| Group | BALANCE | Cash | Accrued | Foreign exchange |
Transfers | Impact from debt |
Purchases of fixed assets under |
Change of consolidation |
BALANCE |
|---|---|---|---|---|---|---|---|---|---|
| 31/12/2020 | flows | interest | differences & IAS 29 effect |
restructuring | leases/contract cancellation |
method & other transfers |
31/12/2021 | ||
| Long term loans | 468.695 | -14.057 | 31.778 | 10.947 | -7.252 | 88.694 | 0 | 0 | 578.805 |
| Short term loans | 272.032 | -38.942 | 24.394 | 146 | 7.252 | -251.204 | 0 | 0 | 13.678 |
| Long term lease liabilities | 7.469 | -4.190 | 564 | 334 | -223 | 0 | 5.226 | 0 | 9.179 |
| Short term lease liabilities | 2.882 | -285 | 3 | 49 | 233 | 0 | 0 | -25 | 2.857 |
| Total liabilities from financing activities |
751.078 | -57.474 | 56.739 | 11.476 | 10 | -162.510 | 5.226 | -25 | 604.520 |
The Group had no active option plan during the three months of 2022.
The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:
| 31/3/2022 | GROUP | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 70.261 | 0 | 0 | 70.261 |
| Provisions for doubtful receivables | -10.094 | 0 | 0 | -10.094 |
| Receivables from related parties | 16.125 | 0 | 0 | 16.125 |
| Provisions for doubtful receivables | -6.097 | 0 | 0 | -6.097 |
| Pledged bank deposits | 8.570 | 0 | 0 | 8.570 |
| Tax receivables | 28.154 | 0 | 0 | 28.154 |
| Prepaid expenses and other receivable | 19.729 | 0 | 0 | 19.729 |
| Provisions for doubtful receivables | -1.444 | 0 | 0 | -1.444 |
| Other quoted financial assets | 24 | 80 | 0 | 104 |
| Total | 125.228 | 80 | 0 | 125.308 |
| Long-term | 2.124 | 80 | 0 | 2.204 |
| Short-term | 123.105 | 0 | 0 | 123.105 |
| Total | 125.229 | 80 | 0 | 125.309 |
| 31/12/2021 | GROUP | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 76.861 | 0 | 0 | 76.861 |
| Provisions for doubtful receivables | -10.730 | 0 | 0 | -10.730 |
| Receivables from related parties | 17.316 | 0 | 0 | 17.316 |
| Provisions for doubtful receivables | -6.097 | 0 | 0 | -6.097 |
| Pledged bank deposits | 8.378 | 0 | 0 | 8.378 |
| Tax receivables | 29.871 | 0 | 0 | 29.871 |
| Prepaid expenses and other receivable | 19.258 | 0 | 0 | 19.258 |
| Provisions for doubtful receivables | -1.465 | 0 | 0 | -1.465 |
| Other quoted financial assets | 28 | 81 | 0 | 109 |
| Total | 133.420 | 81 | 0 | 133.501 |
| Long-term | 3.209 | 81 | 0 | 3.290 |
| Short-term | 130.211 | 0 | 0 | 130.211 |
| Total | 133.420 | 81 | 0 | 133.502 |
| 31/3/2022 | GROUP | |||||||
|---|---|---|---|---|---|---|---|---|
| Financial liabilities: | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total | ||||
| Creditors | 49.708 | 0 | 0 | 49.708 | ||||
| Payables to related parties | 3.639 | 0 | 0 | 3.639 | ||||
| Other liabilities | 23.680 | 0 | 0 | 23.680 | ||||
| Borrowing and lease liabilities | 598.610 | 0 | 0 | 598.610 | ||||
| Total | 675.637 | 0 | 0 | 675.637 | ||||
| Long-term | 593.398 | 0 | 0 | 593.398 | ||||
| Short-term | 82.240 | 0 | 0 | 82.240 | ||||
| Total | 675.638 | 0 | 0 | 675.638 |
| 31/12/2021 | GROUP | |||
|---|---|---|---|---|
| Financial liabilities: | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total |
| Creditors | 55.557 | 0 | 0 | 55.557 |
| Payables to related parties | 3.410 | 0 | 0 | 3.410 |
| Other liabilities | 29.235 | 0 | 0 | 29.235 |
| Borrowing and lease liabilities | 604.519 | 0 | 0 | 604.519 |
| Total | 692.721 | 0 | 0 | 692.721 |
| Long-term | 589.136 | 0 | 0 | 589.136 |
|---|---|---|---|---|
| Short-term | 103.585 | 0 | 0 | 103.585 |
| Total | 692.721 | 0 | 0 | 692.721 |
Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:
| 31/3/2022 | COMPANY | ||||
|---|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total | |
| Trade receivables | 34.027 | 0 | 0 | 34.027 | |
| Provisions for doubtful receivables | -7.312 | 0 | 0 | -7.312 | |
| Receivables from related parties | 54.933 | 0 | 0 | 54.933 | |
| Provisions for doubtful receivables | -6.318 | 0 | 0 | -6.318 | |
| Pledged bank deposits | 4.651 | 0 | 0 | 4.651 | |
| Tax receivables | 18.322 | 0 | 0 | 18.322 | |
| Prepaid expenses and other receivable | 5.718 | 0 | 0 | 5.718 | |
| Provisions for doubtful receivables | -778 | 0 | 0 | -778 | |
| Other quoted financial assets | 0 | 80 | 0 | 80 | |
| Total | 103.243 | 80 | 0 | 103.323 | |
| Long-term | 44 | 80 | 0 | 124 | |
| Short-term | 103.198 | 0 | 0 | 103.198 | |
| Total | 103.242 | 80 | 0 | 103.322 |
| 31/12/2021 | COMPANY | |||
|---|---|---|---|---|
| Financial assets: | Debt instruments at amortized cost |
Equity instruments at fair value through other comprehensive income |
Derivative financial assets at fair value through other comprehensive income |
Total |
| Trade receivables | 35.186 | 0 | 0 | 35.186 |
| Provisions for doubtful receivables | -7.312 | 0 | 0 | -7.312 |
| Receivables from related parties | 55.615 | 0 | 0 | 55.615 |
| Provisions for doubtful receivables | -6.318 | 0 | 0 | -6.318 |
| Pledged bank deposits | 4.657 | 0 | 0 | 4.657 |
| Tax receivables | 18.012 | 0 | 0 | 18.012 |
| Prepaid expenses and other receivable | 6.159 | 0 | 0 | 6.159 |
| Provisions for doubtful receivables | -778 | 0 | 0 | -778 |
| Other quoted financial assets | 0 | 80 | 0 | 80 |
| Total | 105.221 | 80 | 0 | 105.301 |
| Long-term | 45 | 80 | 0 | 125 |
| Short-term | 105.177 | 0 | 0 | 105.177 |
| Total | 105.222 | 80 | 0 | 105.302 |
| 31/3/2022 | COMPANY | ||||
|---|---|---|---|---|---|
| Financial liabilities: | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total | |
| Creditors | 2.531 | 0 | 0 | 2.531 | |
| Payables to related parties | 33.240 | 0 | 0 | 33.240 | |
| Other liabilities | 2.478 | 0 | 0 | 2.478 | |
| Borrowing and lease liabilities | 253.725 | 0 | 0 | 253.725 | |
| Total | 291.974 | 0 | 0 | 291.974 | |
| Long-term | 253.164 | 0 | 0 | 253.164 | |
| Short-term | 38.810 | 0 | 0 | 38.810 | |
| Total | 291.974 | 0 | 0 | 291.974 |
| 31/12/2021 | COMPANY | |||
|---|---|---|---|---|
| Financial liabilities: | Financial liabilities measured at amortized cost |
Financial liabilities at fair value through profit and loss |
Financial liabilities at fair value through other comprehensive income |
Total |
| Creditors | 4.279 | 0 | 0 | 4.279 |
| Payables to related parties | 32.186 | 0 | 0 | 32.186 |
| Other liabilities | 3.305 | 0 | 0 | 3.305 |
| Borrowing and lease liabilities | 253.467 | 0 | 0 | 253.467 |
| Total | 293.237 | 0 | 0 | 293.237 |
Total 293.236 0 0 293.236
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 March 31, 2022 and December 31, 2021:
| GROUP | ||||
|---|---|---|---|---|
| Financial Assets | Carrying Amount |
Carrying Amount | Fair Value | Fair Value |
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Other long-term financial assets - classified as "equity instruments at fair value through other comprehensive income " |
80 | 81 | 80 | 81 |
| Other long-term financial assets - classified as "debt instruments at fair value at amortized cost" |
12 | 16 | 12 | 16 |
| Other long-term receivables | 2.112 | 3.194 | 2.112 | 3.194 |
| Trade and other short-term receivables | 123.093 | 130.198 | 123.093 | 130.198 |
| Other short-term financial assets - classified as "debt instruments at amortized cost" |
12 | 13 | 12 | 13 |
| Cash and cash equivalents | 98.035 | 107.339 | 98.035 | 107.339 |
| Total | 223.344 | 240.841 | 223.344 | 240.841 |
| GROUP | ||||
|---|---|---|---|---|
| Financial Liabilities | Carrying Amount 31/3/2022 |
Carrying Amount 31/12/2021 |
Fair Value 31/3/2022 |
Fair Value 31/12/2021 |
| Long-term loans | 583.632 | 578.805 | 530.107 | 543.383 |
| Other long-term liabilities | 1.139 | 1.152 | 1.139 | 1.152 |
| Long-term lease liabilities | 8.627 | 9.179 | 8.627 | 9.179 |
| Trade and other short-term payables |
75.889 | 87.050 | 75.889 | 87.050 |
| Short-term loans and lease liabilities |
6.351 | 16.535 | 6.331 | 16.116 |
| Total | 675.638 | 692.721 | 622.093 | 656.879 |
| COMPANY | |||||
|---|---|---|---|---|---|
| Financial Assets | Carrying Amount 31/3/2022 |
Carrying Amount 31/12/2021 |
Fair Value 31/3/2022 |
Fair Value 31/12/2021 |
|
| Other long-term financial assets - classified as "equity instruments at fair value through other comprehensive income " |
80 | 80 | 80 | 80 | |
| Other long-term receivables | 44 | 45 | 44 | 45 | |
| Trade and other short-term receivables | 103.198 | 105.177 | 103.198 | 105.177 | |
| Cash and cash equivalents | 5.666 | 8.338 | 5.666 | 8.338 | |
| Total | 108.988 | 113.640 | 108.988 | 113.640 |
| COMPANY | |||||
|---|---|---|---|---|---|
| Financial Liabilities | Carrying Amount 31/3/2022 |
Carrying Amount 31/12/2021 |
Fair Value 31/3/2022 |
Fair Value 31/12/2021 |
|
| Long-term loans | 252.674 | 250.425 | 252.674 | 250.425 | |
| Other long-term liabilities | 36 | 36 | 36 | 36 | |
| Long-term lease liabilities | 454 | 519 | 454 | 519 | |
| Trade and other short-term payables |
38.213 | 39.734 | 38.213 | 39.734 | |
| Short-term loans and lease liabilities |
597 | 2.522 | 597 | 2.522 | |
| Total | 291.974 | 293.236 | 291.974 | 293.236 |
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 shortterm maturities.
The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows: Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group and the Company held on 31/3/2022 the following assets and liabilities measured at fair value:
| GROUP | Fair Value | Fair value hierarchy | ||
|---|---|---|---|---|
| 31/3/2022 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "equity | ||||
| instruments at fair value through other | 80 | 80 | 0 | 0 |
| comprehensive income" | ||||
| - Quoted securities | 80 | 80 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Other financial assets classified as "debt instruments | 25 | 0 | 0 | 25 |
| at amortized cost" | ||||
| - Quoted securities | 25 | 0 | 0 | 25 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | -1 | 0 | -1 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| COMPANY | Fair Value 31/3/2022 |
Level 1 | Fair value hierarchy Level 2 |
Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "equity | ||||
| instruments at fair value through other | 80 | 80 | 0 | 0 |
| comprehensive income" | ||||
| - Quoted securities | 80 | 80 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
During 2022 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 31/12/2021 the following assets and liabilities measured at fair value:
Interim Financial Statements for the period January 1 to March 31, 2022
| Fair Value | Fair value hierarchy | |||
|---|---|---|---|---|
| GROUP | 31/12/2021 | Level 1 | Level 2 | Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "equity | ||||
| instruments at fair value through other comprehensive income" |
81 | 81 | 0 | 0 |
| - Quoted securities | 81 | 81 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Other financial assets classified as "debt instruments at amortized cost" |
28 | 0 | 0 | 28 |
| - Quoted securities | 28 | 0 | 0 | 28 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| COMPANY | Fair Value 31/12/2021 |
Level 1 | Fair value hierarchy Level 2 |
Level 3 |
| Financial assets measured at fair value | ||||
| Other financial assets classified as "equity instruments at fair value through other comprehensive income" |
80 | 80 | 0 | 0 |
| - Quoted securities | 80 | 80 | 0 | 0 |
| - Unquoted securities | 0 | 0 | 0 | 0 |
| Derivative financial instruments | 0 | 0 | 0 | 0 |
| Financial liabilities measured at fair value | ||||
| Derivative financial instruments | 0 | 0 | 0 | 0 |
During 2021 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers to and from Level 3.
Reconciliation for recurring fair value measurements classified in the 3rd level of the fair value hierarchy:
| Quoted securities | GROUP | COMPANY |
|---|---|---|
| Balance 31/12/2020 | 47 | 0 |
| Fair value adjustment | 0 | 0 |
| Receipts | -13 | 0 |
| Foreign exchange differences | -5 | 0 |
| Balance 31/12/2021 | 29 | 0 |
| Fair value adjustment | 0 | 0 |
| Receipts | -13 | 0 |
| Exchange differences | 9 | 0 |
| Balance 31/3/2022 | 25 | 0 |
The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than in a forced or liquidation sale.
The following methods and assumptions are used to estimate the fair values:
management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
The fair value of unquoted shares (classified as "equity instruments at fair value through other comprehensive income") except that it is sensitive to a reasonably possible change in the forecast cash flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The valuation requires management to use unobservable inputs in the model, of which the most significant are disclosed in the tables below. The management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
Unquoted shares (classified as "equity instruments at fair value through other comprehensive income")
On 31/3/2022 and 31/12/2021 the Group did not hold any unquoted shares (classified as "Equity instruments valued at fair value through other comprehensive income").
The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:
| I. Full consolidation | Domicile | Nature of business | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|---|
| INTRALOT S.A. | Peania, Greece | Holding company / Technology and support services |
Parent | Parent | - | |
| 3. | BETTING COMPANY S.A. | Peania, Greece | Technology and support services | 95% | 5% | 100% |
| 14. | BETTING CYPRUS LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| INTRALOT IBERIA HOLDINGS S.A. | Madrid, Spain | Holding company | 100% | 100% | ||
| 10. | INTRALOT JAMAICA LTD | Kingston, Jamaica | Technology and support services | 100% | 100% | |
| 10. | INTRALOT DE MEXICO LTD | Mexico City, Mexico | Technology and support services | 99,80% | 99,80% | |
| 10. | INTRALOT CHILE SPA | Santiago, Chile | Technology and support services | 100% | 100% | |
| 10. | INTELTEK INTERNET AS | Istanbul, Turkey | Management contracts | 100% | 100% | |
| INTRALOT SERVICES S.A. | Peania, Greece | Technology and support services | 100% | 100% | ||
| BILYONER INTERAKTIF HIZMELTER AS GROUP | Istanbul, Turkey | Management contracts | 50,01% | 50,01% | ||
| INTRALOT MAROC S.A. | Casablanca, Morocco | Management contracts | 99,83% | 99,83% | ||
| INTRALOT INTERACTIVE S.A. | Peania, Greece | Technology and support services | 100% | 100% | ||
| INTRALOT GLOBAL SECURITIES B.V. | Amsterdam, Netherlands | Holding company | 100% | 100% | ||
| 1. | INTRALOT CAPITAL LUXEMBOURG S.A. | Luxembourg, Luxembourg | Financial services | 100% | 100% | |
| 1,2,3,4. | INTRALOT GLOBAL HOLDINGS B.V. | Amsterdam, Netherlands | Holding company | 99,98% | 0,02% | 100% |
| 5. | INTRALOT US SECURITIES B.V. | Amsterdam, Netherlands | Holding company | 65,73% | 65,73% | |
| 11. | INTRALOT US HOLDINGS B.V. | Amsterdam, Netherlands | Holding company | 65,73% | 65,73% | |
| 12. | INTRALOT INC | Atlanta, USA | Technology and support services | 65,73% | 65,73% | |
| 13. | DC09 LLC | Wilmington, USA | Technology and support services | 32,21% | 32,21% | |
| 13. | INTRALOT TECH SINGLE MEMBER S.A. | Peania, Greece | Technology and support services | 65,73% | 65,73% | |
| 5. | INTRALOT AUSTRALIA PTY LTD | Melbourne, Australia | Technology and support services | 100% | 100% | |
| 9. | INTRALOT GAMING SERVICES PTY | Melbourne, Australia | Technology and support services | 100% | 100% | |
| 5. | INTRALOT NEDERLAND B.V. | Amsterdam, Netherlands | Technology and support services | 100% | 100% | |
| 7. | INTRALOT BENELUX B.V. | Amsterdam, Netherlands | Technology and support services | 100% | 100% | |
| 5. | LOTROM S.A. | Bucharest, Romania | Management contracts | 84% | 84% | |
| 5. | TECNO ACCION S.A. | Buenos Aires, Argentina | Technology and support services | 50,01% | 50,01% | |
| 5. | TECNO ACCION SALTA S.A. | Buenos Aires, Argentina | Licensed operations | 50,01% | 50,01% | |
| 5. | MALTCO LOTTERIES LTD | Valetta, Malta | Licensed operations | 73% | 73% | |
| 5. | INTRALOT NEW ZEALAND LTD | Wellington, New Zealand | Technology and support services | 100% | 100% | |
| 5. | INTRALOT GERMANY GMBH | Munich, Germany | Technology and support services | 100% | 100% | |
| 5. | INTRALOT FINANCE UK LTD | Hertfordshire, United Kingdom | Financial services | 100% | 100% |
| I. Full consolidation | Domicile | Nature of business | % Direct Part'n |
% Indirect Part'n |
% Total Part'n |
|
|---|---|---|---|---|---|---|
| 5. | INTRALOT BETTING OPERATIONS (CYPRUS) LTD | Nicosia, Cyprus | Holding company | 54,95% | 54,95% | |
| 5,6. | ROYAL HIGHGATE LTD | Nicosia, Cyprus | Licensed operations | 35,08% | 35,08% | |
| 5. | INTRALOT IRELAND LTD | Dublin, Ireland | Technology and support services | 100% | 100% | |
| 5. | INTRALOT GLOBAL OPERATIONS B.V. | Amsterdam, Netherland | Technology and support services | 100% | 100% | |
| 5. | BIT8 LTD | Valletta, Malta | Technology and support services | 100% | 100% | |
| 5. | INTRALOT ADRIATIC DOO | Zagreb, Croatia | Technology and support services | 100% | 100% | |
| 5. | INTRALOT BETCO EOOD | Sofia, Bulgaria | Technology and support services | 100% | 100% | |
| 5. | INTRALOT CYPRUS GLOBAL ASSETS LTD | Nicosia, Cyprus | Holding company | 100% | 100% | |
| ΙΝTRALOT HOLDINGS INTERNATIONAL LTD | Nicosia, Cyprus | Holding company | 100% | 100% | ||
| 2. | INTRALOT INTERNATIONAL LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| 3. | INTRALOT OPERATIONS LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| 2,4. | NETMAN SRL | Bucharest, Romania | Management contracts | 100% | 100% | |
| 2. | INTRALOT BUSINESS DEVELOPMENT LTD | Nicosia, Cyprus | Technology and support services | 100% | 100% | |
| 2,4. | GAMING SOLUTIONS INTERNATIONAL SAC | Lima, Peru | Licensed operations | 100% | 100% |
| II. Equity method | Domicile | Nature of business | % Direct Part'n | % Indirect Part'n | % Total Part'n | |
|---|---|---|---|---|---|---|
| LOTRICH INFORMATION Co LTD | Taipei, Taiwan | Technology and support services | 40% | 40% | ||
| INTRALOT SOUTH AFRICA LTD | Johannesburg, S. Africa | Technology and support services | 45% | 45% | ||
| 2,3. | GOREWARD LTD | Taipei, Taiwan | Holding company | 38,84% | 38,84% | |
| 15. | GOREWARD INVESTMENTS LTD | Taipei, Taiwan | Holding company | 38,84% | 38,84% | |
| 15. | PRECIOUS SUCCESS LTD GROUP | Hong Kong, China | Licensed operations | 19,03% | 19,03% | |
| 15. | OASIS RICH INTERNATIONAL LTD | Taipei, Taiwan | Technology and support services | 38,84% | 38,84% | |
| 16. | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
Shanghai, China | Technology and support services | 38,84% | 38,84% | |
| 5. | KARENIA ENTERPRISES COMPANY LTD | Nicosia, Cyprus | Holding company | 50% | 50% |
| Subsidiary of the company: | |||
|---|---|---|---|
| 1: Intralot Global Securities B.V. | 6: Intralot Betting Operations (Cyprus) LTD | 11: Intralot US Securities B.V. | 16: Oasis Rich International LTD |
| 2: Intralot Holdings International LTD | 7: Intralot Nederland B.V. | 12: Intralot US Holdings B.V. | |
| 3: Intralot International LTD | 8: Intralot Cyprus Global Assets LTD | 13: Intralot Inc | |
| 4: Intralot Operations LTD | 9: Intralot Australia PTY LTD | 14: Betting Company S.A. | |
| 5: Intralot Global Holdings B.V. | 10: Intralot Iberia Holdings S.A. | 15: Goreward LTD |
The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT website (www.intralot.com) pursuant to article 1 of the Board of Directors' decision 8/754/14.04.2016 of the Hellenic Capital Market Commission.
The entities Intralot Services S.A., Intralot Jamaica Ltd, Intralot Interactive S.A και Gaming Solutions International SAC are under liquidation process.
On 31/3/2022, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets and settle the liabilities of the Group.
The following United Kingdom subsidiaries were exempted until 31/3/2022 from Companies Act 2006 requirements relating the statutory audit of individual company accounts by virtue of Section 479A of that Act:
Intralot Finance UK Ltd (company number 6451119)
However, Intralot Finance UK Ltd has been audited in 2018 for IFRS Group reporting purposes.
The Group did not proceed to any acquisition of new entities for the three months of 2022.
The Group did not proceed in establishing new entities during the three months of 2022.
During the three months of 2022 the Group did not proceed in changing ownership percentages.
During the three months of 2022 the Group did not complete any share capital increase.
The Group completed the liquidation of Intralot de Mexico LTD during the quarter of 2022.
On February 2021 INTRALOT announced that it has reached a binding agreement with Nexus Group in Peru to sell its entire stake of 20% in Intralot de Peru SA, an associate of INTRALOT Group, which is consolidated through the Equity method, for a cash consideration of \$21millions (twenty-one millions USD). In addition, the Company has signed a three-year extension of its current contract with Intralot de Peru SA through 2024, to continue to provide its gaming technology and support services. The above associate company is presented under the geographical segment "America" (note 2.2). From 31/12/2020 the above activities of the Group in Peru were classified as discontinued operations pursuant to IFRS 5 par.8.. Meanwhile, the Group's investment to Intralot de Peru SAC was classified as at 31/12/2020 to "Assets held for sale".
The above transaction was completed within February 2021 and the net price after taxes and transaction costs amounted to \$16,2 millions (€13,3 millions).
Below are presented the results of the Group's discontinued operations in Peru (Intralot de Peru SAC) for the period 1/1-31/1/2021 (during 2021 consolidated under the equity method until 31/1/2021):
| 1/1- | |
|---|---|
| 31/1/2021 | |
| Gains / (losses) from consolidations under the equity method | 155 |
| Profit / (loss) before taxes | 155 |
| Income Tax | 0 |
| 155 | |
| Gain/(loss) from disposal of discontinued operations | 1.129 |
| Relevant taxes | -1.332 |
| Expenses and exchange differences occurred from sale | -197 |
| Reclassification of exchange differences reserve to Income Statement |
-637 |
| Gain/(loss) after taxes from discontinued operations | -882 |
| Attributable to: | |
| Equity holders of the parent Company | -882 |
| Non-controlling interest | 0 |
Below are presented the net cash flows of the discontinued operations of the associate Intralot de Peru SAC. on a consolidated level:
| 1/1- 31/1/2021 |
|
|---|---|
| Operating activities | 0 |
| Investing activities | 13.309 |
| Financing activities | 0 |
| Effect from exchange differences | 0 |
| Net increase / (decrease) in cash and cash equivalents for the period |
13.309 |
On May, 2021, INTRALOT announced that it has reached a binding agreement with "SAGA CONSULTORIA E REPRESENTAÇÕES COMERCIAIS E EMPRESARIAIS" ("SAGA") in Brazil to sell its entire stake in "Intralot do Brasil Comércio de Equipamentos e Programas de Computador LTDA" ("Intralot do Brasil"), representing 80% of the company's voting capital. SAGA is the only other shareholder of "Intralot do Brasil" holding 20% of the company. INTRALOT will continue to provide its gaming technology to "Intralot do Brasil" following closing of the transaction. The total cash consideration for the stake sale amounts to EUR 700 thousand (seven hundred thousand EUR). "Intralot do Brasil" owes by 100% OLTP Ltda subsidiary. The aforementioned subsidiary is presented in the geographic operating segment "America(note 2.2).
The above consideration was paid by €500 thousand within the second half of 2021 and the remaining amount of €200k was paid during the first quarter of 2022.
The net cash outflow of the Group during the first quarter of 2021 from Sale of discontinued operations in Brazil amounted to €119 thousand, consisting of the derecognition of Intralot do Brazil Ltda cash.
Below are presented the results of the Group's discontinued operations in Brazil (Intralot dο Brazil Ltda and OLTP Ltda) for the period 1/1- 31/3/2021 (in 2021 were consolidated through full consolidation method until 31/5/2021):
| 1/1-31/3/2021 | |
|---|---|
| Sale proceeds | 4.394 |
| Expenses | -4.438 |
| Other operating income | 28 |
| Other operating expenses | -548 |
| Profit / (loss) before taxes, financing and investing results (EBIT) | -564 |
| Profit / (loss) before taxes, financing, investing results and depreciation (EBITDA) |
-457 |
|---|---|
| Income / (expense) from participations and investments | -7.306 |
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 0 |
| Interest and similar expenses | -14 |
| Interest and similar income | 3 |
| Exchange Differences | 569 |
| Profit / (loss) before taxes | -7.312 |
| Income Tax | 0 |
| -7.312 | |
| Gain/(loss) from disposal of discontinued operations | |
| Relevant taxes | 0 |
| Reclassification of exchange differences reserve to Income Statement | 0 |
| Gain/(loss) after taxes from discontinued operations | -7.312 |
| Attributable to: | |
| Equity holders of the parent Company | -7.188 |
| Non-controlling interest | -124 |
Below are presented the net cash flows of the discontinued operations in Brazil on a consolidated level:
| 1/1-31/3/2021 | |
|---|---|
| Operating activities | 45 |
| Investing activities | -86 |
| Financing activities | -37 |
| Effect from exchange differences | -41 |
| Net increase / (decrease) in cash and cash equivalents for the period | -119 |
Below are presented the earnings / (losses) after taxes per share of the Group's discontinued operations from the subsidiary Intralot do Brazil Ltda and OLTP Ltda and the associate Intralot de Peru SAC:
| Earnings/(losses) after tax per share (in €) from discontinued operations | 1/1-31/3/2021 |
|---|---|
| -basic | -0,0092 |
| -diluted | -0,0092 |
| Weighted Average number of shares | 147.761.688 |
The Group did not proceed with any merge of companies in the three months of 2022.
A Group subsidiary in Malta has banking facility amounting €4,3 millions, for issuing bank letters of guarantee. This facility is secured by an initial general mortgage on all the subsidiary's present and future assets (on 31/3/2022 the letters of guarantee used amounted to €4,0 millions). Also, a subsidiary of the Group in Netherlands has a banking facility amounting €18,0 millions for revolving facility and issuing bank letters of guarantee, with relevant securities on financial assets (on 31/3/2022 the utilized letters of guarantee amounted to €10,7 millions).
There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.
In the Group Statement of Financial Position (line "Trade and other short-term receivables") of 31/3/2022 are included restricted bank deposits as security coverage for banking facilities amounting €8.384 thousand (31/12/2021: €8.253 thousand) and other restricted bank deposits amount to €186 thousand (31/12/2021: €125 thousand). Respectively, for the Company on 31/3/2022 are included restricted bank deposits as security coverage for banking facilities amounting €4.529 thousand
(31/12/2021: €4.536 thousand) and other restricted bank deposits amount to €186 thousand (31/12/2021: €122 thousand).
| GROUP | Litigation cases ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions ³ |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 4.017 | 6.658 | 9.144 | 19.819 |
| Period additions | 0 | 0 | -19 | -19 |
| Utilized provisions | -78 | 0 | -1.295 | -1.373 |
| Change of consolidation method | 0 | 0 | 0 | 0 |
| Foreign exchange differences | -1 | -1 | 943 | 941 |
| Period closing balance | 3.938 | 6.657 | 8.773 | 19.368 |
| Long-term provisions | 3.884 | 6.656 | 5.461 | 16.001 |
| Short-term provisions | 54 | 0 | 3.313 | 3.366 |
| Total | 3.938 | 6.656 | 8.774 | 19.368 |
1Relate to litigation cases as analyzed in note 2.21.A.
2 Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.
3 Relate to provisions for risks none of which are individually material to the Group except from provisions for additional fees (bonus) and other employee benefits of the Group amounting to €1.170 thousand as well as provisions amounting to €814 thousand for earned winnings which relate to sports betting prices and guaranteed future numerical games jackpots. The Other provisions are expected to be used in the next 1-6 years.
| COMPANY | Litigation cases ¹ |
Unaudited fiscal years and tax audit expenses ² |
Other provisions ³ |
Total provisions |
|---|---|---|---|---|
| Period opening balance | 3.987 | 6.630 | 0 | 10.617 |
| Utilized provisions | -78 | 0 | 0 | -78 |
| Foreign exchange differences | 0 | 0 | 0 | 0 |
| Period closing balance | 3.909 | 6.630 | 0 | 10.539 |
| Long-term provisions | 3.869 | 6.630 | 0 | 10.499 |
| Short-term provisions | 40 | 0 | 0 | 40 |
| Total | 3.909 | 6.630 | 0 | 10.539 |
¹ Relate to litigation cases as analyzed in note 2.21.A
² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.
The number of employees of the Group on 31/3/2022 amounted to 1.806 persons (Company/subsidiaries 1.769 and associates 37) and the Company's to 401 persons. Respectively on 31/3/2021 the number of employees of the Group amounted to 2.020 persons (Company/subsidiaries 1.984 and associates 36) and the Company 529 persons. At the end of 2021 fiscal year, the number of employees of the Group amounted to 1.840 persons (Company/subsidiaries 1.803 and associates 37) and the Company 427 persons.
Intralot SA purchases goods and services and/or provides goods and services to various related companies, in the ordinary course of business. These related companies consisting of subsidiaries, associates or other related companies which have common ownership and / or management with Intralot SA. Below is a condensed report of the transactions for three months of 2022 and the balances on 31/3/2022 of other related parties:
| Amounts reported in thousands of € | 1/1 -31/3/2022 | |
|---|---|---|
| (total operations) | GROUP | COMPANY |
| Income | ||
| -from subsidiaries | 0 | 5.108 |
| -from associates and joint ventures | 507 | 507 |
| -from other related parties | 136 | 1 |
| Expenses | ||
| -to subsidiaries | 0 | 4.451 |
| -to associates and joint ventures | 0 | 0 |
| -to other related parties | 246 | 145 |
| BoD and Key Management Personnel transactions and fees | 1.432 | 816 |
| 31/3/2022 | |||
|---|---|---|---|
| Amounts reported in thousands of € | GROUP | COMPANY | |
| Receivables | |||
| -from subsidiaries | 0 | 47.724 | |
| -from associates and joint ventures | 5.413 | 5.368 | |
| -from other related parties | 10.687 | 1.841 | |
| Payables | |||
| -to subsidiaries | 0 | 283.278 | |
| -to associates and joint ventures | 0 | 0 | |
| -to other related parties | 8.378 | 3.235 | |
| BoD and Key Management Personnel receivables | 26 | 0 | |
| BoD and Key Management Personnel payables | 121 | 0 |
Below there is a summary of the transactions for the three months of 2021 and the balances on 31/12/2021 with related parties:
| Amounts reported in thousands of € | 1/1 -31/3/2021 | |
|---|---|---|
| (total operations) | GROUP | COMPANY |
| Income | ||
| -from subsidiaries | 0 | 6.867 |
| -from associates and joint ventures | 645 | 645 |
| -from other related parties | 110 | 37 |
| Expenses | ||
| -to subsidiaries | 0 | 6.766 |
| -to associates and joint ventures | 0 | 0 |
| -to other related parties | 1.272 | 555 |
| BoD and Key Management Personnel transactions and fees | 2.045 | 1.528 |
| 31/12/2021 | |||
|---|---|---|---|
| Amounts reported in thousands of € | GROUP | COMPANY | |
| Receivables | |||
| -from subsidiaries | 0 | 48.866 | |
| -from associates and joint ventures | 4.917 | 4.872 | |
| -from other related parties | 12.366 | 1.877 | |
| Payables | |||
| -to subsidiaries | 0 | 281.754 | |
| -to associates and joint ventures | 0 | 0 | |
| -to other related parties | 7.922 | 3.140 | |
| BoD and Key Management Personnel receivables | 32 | 0 | |
| BoD and Key Management Personnel payables | 360 | 263 |
Sales and services to related parties are made at normal market prices. Outstanding balances at year end are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above receivables.
In the three months period of 2022, the Company has accumulated provisions amounted to €0,2 million (31/12/2021: €0,2 million).
a. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa Territorial para la salud ("Etesa"), under which it was granted with the right to operate games of chance in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an application to initiate arbitration proceedings against Etesa requesting to be recognized that there has been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with no liability to INTRALOT. The arbitration court adjudicated in favor of Etesa the amount of 23,6 billion Colombian pesos (approx. €5,7m). The application for annulment of the arbitration award filed by INTRALOT before the High Administrative Court was rejected on 25/5/2011. The Company filed a lawsuit before the Constitutional Court of Colombia which was rejected on 18/12/2012. On 31 August 2016, an application was served to the Company requesting to render the abovementioned arbitration decision as executable in Greece which was heard before the Athens One-Member First Instance Court and the decision issued accepted it. The Company filed an appeal against this decision which was rejected by the Athens Court of Appeals. The Company filed, before the Supreme Court, a cassation appeal against the decision of the Athens Court of Appeals which was rejected. The Company filed, before the Athens Court of Appeals, an application for the revocation of the above decision of the Athens Court of Appeals that rejected the appeal, which has been scheduled for hearing on 2 June 2022. 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.
b. 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.
c. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for €2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First Instance rejected Mr. Petre Ion's lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November 2014 and was partially accepted. The Company filed an appeal against this decision which was rejected. Following postponements, the case was heard on 10 June 2016 and the respective first instance decision was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in
respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre Ion filed appeals against this decision which was heard and were rejected. The decision became final, while the application for cassation filed by Intralot Holdings International Ltd was rejected. While since 2018 there has been no action by the plaintiff, recently it was notified to Intralot Holdings International Ltd. that, following a unilateral petition of the plaintiff (ex parte procedure, i.e. without Intralot Holdings International Ltd. to be summoned and represented), a decision was issued by the Cypriot court appointing Bank of Cyprus as custodian of the amount of the account held by Intralot Holdings International Ltd. in that bank, as precautionary measure to ensure the payment of the claim of the plaintiff pursuant to the decision of the courts of Romania. This decision has been rendered enforceable in Cyprus by the local court in October 2020 also without any knowledge of Intralot Holdings International Ltd. since the same unilateral procedure ex parte had been followed by the plaintiff. After being informed on the above, Intralot Holdings International Ltd. objected before the court of Cyprus which, on 23 July 2021, didn't accept its arguments. Intralot Holdings International Ltd. filed an appeal against this decision before the competent courts of Cyprus which is pending. Intralot Holdings International Ltd. considers that has valid grounds to deny the execution of the decision in Cyprus.
d. In August 2012, two British Virgin Island companies filed a Complaint in the United States Bankruptcy Court Southern District of Florida, Miami Division, against numerous defendants, including Supreme Ventures Limited ("SVL"), a publicly traded gaming company listed on the Jamaican Stock Exchange in which INTRALOT was holding until 10.10.2017 an indirect shareholding interest. Notably, as per SVL, the lawsuit is based on the same claims, towards third parties, initial shareholders and/or directors of SVL, or not, which were brought in, and were rejected by the Jamaican courts, first by the Supreme Court and then again by the Court of Appeals. INTRALOT is named as a «Relief Defendant» which means that INTRALOT is not alleged to have been part - directly or indirectly - of any wrongdoing, since the alleged by the plaintiffs acts are made before the acquisition of SVL's shares by INTRALOT through the Jamaican Stock Exchange. The lawsuit was rejected by the Court. The other party filed an appeal which is pending. The litigant parties submitted to the Court a joint stipulation of dismissal of the case the Court's decision is expected.
e. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against the company "Hellenic Organization of Horse Racing S.A." (ODIE) requesting the payment of the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case was heard on 6th May 2015 and a decision was issued accepting Intralot's lawsuit in full. ODIE filed an appeal against this decision which has been heard on 1 November 2018 before the Athens Court of Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal. The decision has not been further appealed and, therefore, has become final and irrevocable. Moreover, Intralot filed a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the payment of the amount of €9.551.527,34 relating to operational services of integrated system provided but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013 was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested (€9.551.527,34). In order to secure its claims, Intralot:
a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where
the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an amount of €11.440.655,35.
b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total amount adjudicated, i.e. for the amount of €2.781.381,15.
c) advanced the procedure of compulsory execution against ODIE in order to execute its claims. Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it pursuant to the "Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse Races of ODIE" dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued accepted the lawsuit. ODIE filed an appeal which was rejected by the Athens Court of Appeals in December 2019. The decision is final. No petition for cassation has been notified to the Company.
The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015 between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement relating to that real estate to the company "Ippodromies SA". The payment of the assigned rent amounts has already been started.
Intralot filed before the Athens Multi Member Court of First Instance a lawsuit dated 8.3.2021 against ODIE (under liquidation), the company "Hellenic Republic Asset Development Fund SA" (HRADF) and the Greek State, requesting to be recognized that the above agreement is binding, in addition to ODIE, for HRADF and the Greek State, to oblige all defendants to pay to INTRALOT €487.079,32 and to be recognized that all defendants are obliged to pay to INTRALOT the total amount of €4.747.489,91, while HRADF and the Greek State the amount of €12.676.846,6. The case is pending. The hearing has been scheduled for 22 September 2022.
f. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. Both parties have filed appeals which are on 24 November 2020. The decision issued by the Athens Court of Appeals accepts the appeal of the Company and totally rejects the appeal of the plaintiff. The decision is final. On 4 March 2022 a petition for cassation has been served to the Company which is scheduled to be heard before the Supreme Court on 25 October 2022.
g. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia which was heard on 30 March 2018. The decision issued rejects the recourse for typical reasons. Royal
Highgate Pcl Ltd. filed an appeal against this decision which has been heard, following postponement, on 8 March 2021 and was rejected for the same typical reasons. In parallel, Royal Highgate Pcl Ltd. has filed three more recourses against decisions of the National Betting Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. which are all scheduled for hearing, following postponements, on 4 July 2022. National Betting Authority started the procedure for the revocation of the license of Royal Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further actions from the National Betting Authority. On 31 December 2018, the contractual term of the license of Royal Highgate Pcl Ltd. expired.
h. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina Education Lottery Commission and the subsidiary Intralot Inc. for breach of contract with the allegation that because of malfunctioning of the system there were winning tickets which were not paid and claiming a total compensation of approx. 35 million USD (€31,5 million). The local court accepted Intralot Inc.'s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust administrative remedies and failed to do so. The other side filed appeals against such decisions which are pending. The third similar lawsuit was rejected finally by the court. The Group's management, relying on local expert legal counsels' opinion, considers that the lawsuits have low probability of success. It is noted that with regards to such cases, the Group has a respective insurance coverage.
i. A former employee of the Company filed two lawsuits before the Athens First Instance Court requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and €150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages. The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit in relation to the amount of €46.500,82. Both parties filed appeals against this decision which were heard on 22 September 2020 and the decision issued orders the re-hearing of the case after the submission of further evidences. A new hearing date, following a postponement, was scheduled for 20 September. The second lawsuit has been scheduled for hearing, following postponements, on 3 November 2022. The Company had made respective provisions to its financial statements.
j. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with Intralot by using, in Morocco, terminals and the software embedded therein. A decision of the ICC was issued declaring that Sisal SpA has breached the terms of the abovementioned contract and specifically that it has breach the intellectual property rights of Intralot with regards to the software TAPIS embedded in the terminals which Sisal SpA installed in Morocco, it ordered to cease supplying such terminals in Morocco and also ordered their removal until 31 December 2021, it rejected the requests for compensation against the respondent and ordered Sisal SpA to pay part of the costs and expenses of the arbitration.
k. In Morocco, "La Société de Gestion de la Loterie Nationale" ("SGLN") filed a lawsuit against the Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to it the equipment of Intralot which was used jointly by SGLN and the other local lottery "La Marocaine des Jeux et des Sports" ("MDJS") and, because of Intralot's denial, it suffered damages in the amount of MAD 18.000.000 (€1.678.666,02) which corresponds to the value of the equipment, while, additionally, it requests MAD 34.000.000 (€3.170.813,593) as loss of profit. It is also requesting the
call of the letter of guarantee amounting to MAD 30.000.000 (€2.797.776,7). It is noted that according to the terms of the Intralot's contracts with the two lotteries SGLN & MDJS, the option for the transfer of the equipment as well as any call of the letters of guarantee can only be exercised with a joint request of both entities SGLN & MDJS. The case was scheduled to be heard, following postponements, on 7 June 2021 when a report of a judicial expert was submitted to the court and the court ordered, once more, the submission of a third expert's report which was submitted and a new hearing date has been scheduled for 7 April 2022. The court's decision has been issued and adjudicates the payment to SGLN of the amount of MAD 14.175.752,50 (€1.322.019,67). An appeal was filed against this decision which is pending.
l. In Malta a lawsuit was filed against the subsidiary Maltco Lotteries Ltd. and the company ATG, having its registered offices in Sweden, by a player of horse races betting games who is requesting the payment of the amount of approx. €1,5m as non-paid winnings. The specific betting game is conducted by the company ATG which refused the payment of the requested amount due to breach of the gaming rules by the player. The case has been scheduled for hearing, following postponements, on 12 October 2022.
m. In U.S.A. the funds Northlight European Fundamental Credit Fund, HCN LP and Bardin Hill Investment Partners LP, claiming holding notes due in 2024 amounting approximately to 3,5%-4%, filed a complaint on 29 July 2021 before the US District Court for the Southern District of New York against Intralot and companies of its group (Intralot Capital Luxembourg S.A., Intralot Global Holdings B.V., Intralot, Inc. and Intralot US Securities, B.V.), requesting to be declared that the exchanges of notes due in 2021 and in 2024 breach certain provisions of the indenture agreement governing the notes maturing in 2024, as well as the New York legislation. The plaintiffs amended their complaint by on 31 January 2022 by adding new plaintiffs (Halcyon Eversource Credit LLC, Halcyon Vallee Blanche Master Fund LP, HDML Fund II LLC, CQS Credit Opportunities Master Fund, CQS ACS Fund, CQS Directional Opportunities Master Fund Ltd & BIWA Fund Ltd.) and new defendants (Intralot U.S. Holdings BV and The Law Debenture Trust Corporation P.L.C.). On 31 March 2022, Intralot requested from the court to consider a motion to dismiss. On 21 April 2022, UMB Bank, N.A. filed suit as successor trustee against the above defendants, for alleged breaches of certain provisions of the indenture agreement for the notes maturing in 2024. The suit has been assigned to the same judge as a "related case" and the response of the defendants is due on 8 July 2022. A Plaintiffs' motion seeking a temporary restraining order to enjoin the notes exchanges was denied by the court on 2 August 2021 and the exchanges of notes due in 2021 and in 2024 were completed.
Until 24 May 2022, apart from the legal issues for which a provision has been recognized, the Group Management estimates that the rest of the litigations will be finalized without a material effect on the Group's and the Company's financial position and results.
| COMPANY | YEARS | COMPANY | YEARS |
|---|---|---|---|
| INTRALOT S.A. | 2016-2021 | INTRALOT BENELUX B.V. | 2018-2021 |
| BETTING COMPANY S.A. | 2016-2021 | LOTROM S.A. | 2014-2021 |
| BETTING CYPRUS LTD | 2015-2021 | TECNO ACCION S.A. | 2015-2021 |
| INTRALOT IBERIA HOLDINGS SA | 2017-2021 | TECNO ACCION SALTA S.A. | 2015-2021 |
| INTRALOT JAMAICA LTD | 2010-2021 | MALTCO LOTTERIES LTD | 2016-2021 |
| INTRALOT CHILE SPA | 2019-2021 | INTRALOT NEW ZEALAND LTD | 2013 & 2017- |
|---|---|---|---|
| 2021 | |||
| INTELTEK INTERNET AS | 2017-2021 | INTRALOT GERMANY GMBH | 2016-2021 |
| INTRALOT SERVICES S.A. | 2016-2021 | INTRALOT FINANCE UK LTD | 2020-2021 |
| BILYONER INTERAKTIF HIZMELTER AS GROUP |
2020-2021 | INTRALOT BETTING OPERATIONS (CYPRUS) LTD |
2015-2021 |
| INTRALOT MAROC S.A. | 2018-2021 | ROYAL HIGHGATE LTD | 2015-2021 |
| INTRALOT INTERACTIVE S.A. | 2016-2021 | INTRALOT IRELAND LTD | 2015-2021 |
| INTRALOT GLOBAL SECURITIES B.V. | 2013-2021 | INTRALOT GLOBAL OPERATIONS B.V. | 2016-2021 |
| INTRALOT CAPITAL LUXEMBOURG S.A. | 2016-2021 | BIT8 LTD | 2016-2021 |
| INTRALOT FINANCE LUXEMBOURG S.A. ¹ | 2018 | INTRALOT ADRIATIC DOO | 2015-2021 |
| INTRALOT GLOBAL HOLDINGS B.V. | 2013-2021 | INTRALOT BETCO EOOD | 2020-2021 |
| INTRALOT US SECURITIES B.V. | 2021 | INTRALOT CYPRUS GLOBAL ASSETS LTD | 2015-2021 |
| INTRALOT US HOLDINGS B.V. | 2021 | ΙΝTRALOT HOLDINGS INTERNATIONAL LTD |
2015-2021 |
| INTRALOT INC | 2018-2021 | INTRALOT INTERNATIONAL LTD | 2015-2021 |
| DC09 LLC | 2018-2021 | INTRALOT OPERATIONS LTD | 2015-2021 |
| INTRALOT TECH SINGLE MEMBER S.A. | 2019-2021 | NETMAN SRL | 2014-2021 |
| INTRALOT AUSTRALIA PTY LTD | 2017-2021 | INTRALOT BUSINESS DEVELOPMENT LTD | 2015-2021 |
| INTRALOT GAMING SERVICES PTY | 2017-2021 | GAMING SOLUTIONS INTERNATIONAL SAC |
2017-2021 |
| INTRALOT NEDERLAND B.V. | 2010-2021 | INTRALOT DE COLOMBIA (BRANCH) | 2016-2021 |
1The company Intralot Finance Luxembourg S.A. have been merged with Intralot Capital Luxembourg S.A..
In Bilyoner İnteraktif Hizmetler AS the tax audit for the years 2018-2019 was completed, during which a fine of €132 thousand and a tax audit for the year 2020 is in progress, while in Inteltek Internet AS has been notified of a dividend tax audit for 2018 and a tax audit for Intralot Germany GMBH is in progress for years 2016-2018. In Lotrom S.A. the audit initiated by the local tax authorities with respect to financial activities for transactions subject to VAT for the period 2004-2014 was completed in the fourth quarter of 2016. By order of the competent Prosecutor of Romania, the case was filed. No appeal has been lodged against this provision.
In the context of Law 2238/94 Art. 82 par. 5 and POL.1159/2011, companies Betting Company SA and Intralot Interactive SA have received a tax certificate for the years 2016-2020 and Intralot Services SA for the years 2016-2018 and 1/1-22/7/2019 when the liquidation process started. Intralot Tech – Single Member SA has received a tax certificate for the fiscal year 2019, while Intralot SA has received a tax certificate for fiscal years 2016-2018 and the issuance of a tax certificate is pending for 2019 & 2020. For the companies INTRALOT SA, Betting Company SA, Intralot Tech SA & Intralot Interactive, the issuance of a tax certificate for the tax year 2021 is in progress.
In Intralot SA during the tax audit for the year 2011, completed in 2013, were imposed taxes on accounting differences plus surcharges amounting to €3,9 million. The Company lodged an administrative appeal against the relevant control sheets resulting in a reduction of taxes to €3,34 million. The Company filed new appeals to the Greek Administrative Courts which did not justify the Company, which filed an appeal before the Council of State. The Company's management and its legal advisors estimate that there is a significant probability that the appeal will thrive finally for the most part. The Company has formed sufficient provisions and has paid the whole amount of taxes.
In Intralot SA, after the completion of tax audit for 2013, as well as partial re-audit of 2011 and 2012, completed in 2019, taxes, VAT, fines, and surcharges of €15,7 million were imposed. The Company filed appeals against the relevant control sheets resulting in a reduction of taxes to €5,4 million. On 11.11.2020, the Company filed six appeals to the Athens Three-Member Administrative Court of Appeal against decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the company's
appeals, requesting their annulment. The total amount charged totals to €5,4 million. As of 7/4/2022 a trial of the case is appointed of amount €4,6 million, while for the amount of €0,78 million, court decision were issued according to which: a) the first appeal was partially accepted and the amount of €260 thousand was reduced by the court at €2,5 thousand, b) the second appeal (charged amount €146 thousand) was partially accepted and and decreased by €135 thousand, and c) the third appeal ( charged amount €376 thousand) was rejected. Appeals will be brought against the last two decisions. It is noted that the amounts charged have already been paid by the Company and therefore the final result of the appeals will not in any case result in further financial burden for the Company.
Also, during the tax audit of the years 2014 & 2015, completed in 2020, taxes were charged for accounting differences plus surcharges of €353 thousand. The Company filed appeals as at 31/5/2021 against the relevant control sheets resulting in a reduction of taxes to €301 thousand. The Company will file appeals in the Administrative Courts against the decisions of the Dispute Resolution Directorate of A.A.D.E. to the extent that they rejected the Company's appeals, requesting their annulment. The total amount charged amounts to €301 thousand. The Company's management and its legal advisors estimate that the case has high success rates for the most part, either at this stage or at the highest court level. The Company has already paid all the taxes and surcharges charged. The Company has formed sufficient relevant tax provisions amounting to €3,5 million.
Finally, a partial VAT audit is in process for the Company following a mandate for the period 1/2/2010- 31/10/2012 upon request of assistance from Romanians to the Greek tax authorities on transactions with a Romanian company, as well as a partial tax audit for the fiscal years 2016 & 2017 after an audit mandate (November 2020).
| COMPANY | YEARS | COMPANY | YEARS |
|---|---|---|---|
| LOTRICH INFORMATION Co LTD | 2021 | PRECIOUS SUCCESS LTD GROUP | 2020-2021 |
| INTRALOT SOUTH AFRICA LTD | 2021 | OASIS RICH INTERNATIONAL LTD | - |
| GOREWARD LTD | - | WUSHENG COMPUTER TECHNOLOGY (SHANGHAI) CO LTD |
2021 |
| GOREWARD INVESTMENTS LTD | - | KARENIA ENTERPRISES COMPANY LTD | 2012-2021 |
The Company and the Group on March 31, 2022 had the following contingent liabilities from guarantees for:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2022 | 31/12/2021 | 31/3/2022 | 31/12/2021 | |
| Bid | 313 | 318 | 280 | 286 |
| Performance | 109.064 | 108.795 | 4.448 | 4.512 |
| Financing | 2.511 | 1.948 | 200 | 200 |
| Total | 111.888 | 111.061 | 4.928 | 4.997 |
| GROUP | ||
|---|---|---|
| 31/3/2022 | 31/12/2021 | |
| Guarantees issued by the parent and subsidiaries: | ||
| -to third party | 111.888 | 111.061 |
| Total | 111.888 | 111.061 |
| COMPANY | |||
|---|---|---|---|
| 31/3/2022 | 31/12/2021 | ||
| Guarantees issued by the parent: | |||
| - to third party on behalf of subsidiaries | 3.078 | 3.141 | |
| - to third party on behalf of the parent | 1.850 | 1.856 | |
| Total | 4.928 | 4.997 |
Bid: Department of Justice and Community Safety - State of Victoria Australia
Performance: Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City of Torrington, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra Dairesi Mudurlugu, Idaho State Lottery, La Marocaine Des Jeux et des Sports, Lotteries Commission of Western Australia, Lotto Hamburg, Louisiana Lottery Commission, Malta Gaming Authority, Meditel Telecom SA, Milli Piyango Idaresi Genel Mudurlugu, New Hampshire Lottery Commission, New Mexico Lottery Authority, Polla Chilena de Beneficencia S.A., Spor Toto, State of Montana, State of Ohio - Lottery Gaming System, State of Vermont - Vermont Lottery Commission, Town of Greybull, Town of Jackson, City of Gillette, Turk Telekomunikasyon, Wyoming Lottery Corporation, OPAP SA..
Financing: Bogazici Kurumlar Vergi Dairesi Mudurlugu, Denizli 9.Icra Mudurlugu , Airport EL. Venizelos Customs.
The Group has contractual obligations for the purchase of telecommunication services for the interconnection of points of sale. The minimum future payments for the remaining contract duration on March 31, 2022 were:
| GROUP | 31/3/2022 | 31/12/2021 |
|---|---|---|
| Within 1 year | 1.811 | 592 |
| Between 2 and 5 years | 3.825 | 5.524 |
| Over 5 years | 0 | 0 |
| Total | 5.636 | 6.116 |
As of March 31, 2022, the Group did not have material contractual commitments for acquisition of tangible and intangible assets
In the presented data of the previous years, there were limited adjustments/reclassifications for comparability purposes, with no significant impact on "Equity", "Sale Proceeds" and "Profit / (loss) after tax" of the Group and the Company.
The Group operates in Argentina through its two subsidiaries Tecno Accion SA and Tecno Accion Salta SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded 100% and the country is now considered as a hyperinflationary economy for accounting purposes under IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current purchasing power in the financial statements (transactions and non-cash balances) of the above subsidiaries that use ARS as functional currency and present their financial statements at historical cost. The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to IAS 29, as if Argentina has always been a hyperinflationary economy.
The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets, liabilities and transactions of the three months of 2022 following the application of IAS 29 amounted to
a loss of €1.007 thousand and was recorded in the Income Statement (line "Gain/(loss) on net monetary position").
The conversion FX rates of the financial statements of the above subsidiaries were:
| 31/3/2022 | 31/12/2021 | Change | |
|---|---|---|---|
| EUR / ARS | 123,00 | 116,94 | 5,2% |
| AVG 1/1- 31/3/2022 |
AVG 1/1- 31/3/2021 |
Change | |
|---|---|---|---|
| EUR / ARS ¹ | 123,00 | 108,00 | 13,9% |
1The Income Statement of the three months of 2022 and 2021 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 31/3/2022 and 31/3/2021 instead of the Avg. 1/1-31/3/2022 and Avg.1/1-31/3/2021 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.
Below are the most significant fluctuations in the Group's Income Statement for the period 1/1- 31/3/2022 compared to 1/1-31/3/2021:
Sale proceeds increased by €0,1 million, or by 0,1%, from €97,6 million in the period 1/1-31/3/2021 to €97,7 million in the period 1/1-31/3/2022. This increase is mainly due to the increased revenues of all operating segments of the Group. In particular, Turnover increased by €2,5 million in Argentina (+32,0% on an annual basis), due to the growth of the local market and the easing of pandemic restrictions, due to the increase in Australia by €+1,1 million or +30,6% on an annual basis), in Croatia by €0,9 million after the launch of the lottery solution developed for Hrvatska Lutrija (Croatia's national lottery) and an increase in Morocco by €0,1million. The lowest revenues came from activities in the US by €-1,9 million or -5,1% on an annual basis, which were mainly affected by the non-recurrence of the jackpot that increased sales in the first quarter of 2021 by approximately €4,0 million and lower revenues from our activities in Turkey (€-2,6 million), which are affected exclusively by the inflation of euro (+ 75,8% compared to one year).
Gross profit decreased by €0,4 million, or by 1,6%, from €25,6 million in the period 1/1-31/3/2021 to €25,2 million in the period 1/1-31/3/2022.
Other operating income increased by €0,2 million, or by 3,2%, from €5,5 million in the period 1/1- 31/3/2021 to €5,7 million in the period 1/1-31/3/2022. This increase is mainly due to higher income equipment lease income in USA.
Selling expenses decreased by €1,9 million, or by 29%, from €6,6 million in the period 1/1-31/3/2021 to €4,7 million in the period 1/1-31/3/2022, despite the increase of Sale proceeds by 0,1%. This decrease was primarily due to lower costs in Greece.
Administrative expenses increased by €2,0 million, or by 13,4%, from €14,7 million in the period 1/1- 31/3/2021 to €16,6 million in the period 1/1-31/3/2022. This increase is mainly due to increased costs in the US, which are partially offset by cost reductions in Greece.
Reorganization expenses decreased by €4,7 million, from €5,0 million in the period 1/1-31/3/2021 to €0,3 million in the period 1/1-31/3/2022. This decrease refers to advisors' fees regarding the 2021 and 2024 Bonds restructuring happened during 1/1-31/3/2021.
Other operating expenses decreased by €0,2 million, from €0,4 million in the period 1/1-31/3/2021 to €0,2 million in the period 1/1-31/3/2022.
EBITDA increased by €1,2 million, or by 4,9%, from €24,9 million in the period 1/1-31/3/2021 to €26,1 million in the period 1/1-31/3/2022. Despite the absence of a jackpot that significantly increased the performance of the first quarter of 2021 (US operations), the Group managed to improve its EBITDA through the combined effect of lower payment from our licensed activities and lower Operating Expenses.
Income/(expenses) from participations and investments came up to net income of €0,4 million in the period 1/1-31/3/2022 from net income of €1,1 million in the period 1/1-31/3/2021. This decrease is mainly due to the increased net profits from the sale of securities that took place in the first quarter of 2021.
Gain / (loss) from assets disposal, impairment loss & write off of assets came up to net gain of €0,6 million in the period 1/1-31/3/2022. These gains are due to a reversal of impairment of tangible assets by the Group's parent company, Intralot SA.
Interest and similar expenses decreased by €1,9 million, or by 15,6%, from €12,2 million in the period 1/1-31/3/2021 to €10,3 million in the period 1/1-31/3/2022. This decrease is mainly due to the lower interest costs, as well as the lower costs for letters of guarantee in 2022.
Interest and related income remained about the same as respective period. Specifically in the period 1/1- 31/3/2021 the corresponding amount was €0,4 million, and in the current period 1/1-31/3/2022 in the amount of €0,5 million.
The negative impact of exchange rate differences (€-4,2 million compared to the first quarter of 2021), as a result of the valuation of cash in foreign currency different from the operating currency of each company, the valuation of trade balances and loan liabilities of various subsidiaries of the Group abroad in Euro, as well as the negative impact of the reclassification of foreign exchange reserves on the Income Statement pursuant to IFRS 10.
Consolidation of associates and joint ventures through the equity method remained the same to the respective period presenting of €0,1 million in the period 1/1-31/3/2022, mainly deriving by the Group's associates in Asia.
Taxes in the period 1/1-31/3/2022 amounted to €2,6 million, versus €2,1 million in the period 1/1- 31/3/2021.
Net Monetary Position of the Group presented losses of €1,1 million in the period 1/1-31/3/2022 against profits of €0,1 million in the period 1/1-31/3/2021, due to IAS 29 of our subsidiaries in Argentina.
Further analysis for the accounts Group Income Statement for the period 1/1-31/3/2022 compared to 1/1- 31/3/2021 is provided in the ANNUAL Group Management report ("INTRALOT Group MANAGEMENT'S DISCUSSION & ANALYSIS") that has been posted in the website www.intralot.com.
No significant reclassifications were made to the Group's statement of financial position as of 31/3/2022 compared to the 31/12/2021.
As of 26/4/2022 "Intralot SA Integrated Lottery Systems and Services" (the "Company") announced that the Company's Board of Directors resolved on April 25, 2022:
(a) to convene a shareholders' meeting to approve, among others, the granting of authorization to the Board of Directors in order for the latter to proceed, pursuant to article 24 par. 1(b) of Law 4548/2018, in the increase of the Company's share capital through the issuance of new common registered shares with voting rights available to all the Company's existing shareholders. The respective invitation has been duly published. The proposal of the Board of Directors to the shareholders meeting is to resolve for the granting of authorization to the Board of Directors for an increase of the share capital of the Company up to an amount not exceeding the 150% of the paid-up share capital on the date of granting of such authorizations to the Board of Directors, namely to increase the share capital by up to the amount of €66,841,553.25 (nominal capital) with the issuance of new common registered shares with voting rights.
(b) for the Company and its wholly owned Dutch subsidiary "Intralot Global Holdings B.V." to enter into a share purchase agreement under which such subsidiary will purchase 33,227,256 ordinary shares (or 33.23%) in "Intralot US Securities B.V." from their current holders for a price of €3.65 per share (ie. €121,279,484.40 in total). Intralot US Securities B.V. holds indirectly 100% of the shares of "Intralot, Inc." a US (Georgia) corporation. The transaction is conditional upon the completion on or before August 10, 2022 of the share capital increase described above in paragraph (a). The share purchase agreement was signed on April 25, 2022.
(c) to enter into a binding Memorandum of Understanding (MoU) with "Standard General Master Fund II L.P.", a US (Delaware) limited partnership ("SG"), as to the terms and conditions under which SG (and/or other affiliated entities) will participate in the above under (a) share capital increase. More
specifically, in case not all pre-emption rights are exercised by the Company's shareholders in such share capital increase, SG will acquire all unallocated shares against a price not exceeding €0.58 per share and up to a number of shares not exceeding 1/3 of the Company's total voting shares. Conditions customary for such transactions apply. The MOU was signed on April 25, 2022.
As at 13/5/2022, «INTRALOT SA – INTEGRATED LOTTERY SYSTEMS AND SERVICES» (distinctive title «INTRALOT») hereby informs the investors, according to L.3556/2007 and article 19 of the Regulation (EU) No 596/2014, that the legal entity ALPHACHOICE SERVICES LTD which is affiliated with and controlled by Mr. Sokratis P.Kokkalis, Chairman of the Board Of Directors and CEO of INTRALOT, on May 11, 2022 acquired over the counter 2.500.799 Company's common registered shares, with voting rights, in the context of an increase in its share capital with a contribution of the above shares (contribution in kind).
Moreover, as at 16/5/2022, «INTRALOT SA – INTEGRATED LOTTERY SYSTEMS AND SERVICES» (distinctive title «INTRALOT») hereby informs the investors, according to L.3556/2007 and article 19 of the Regulation (EU) No 596/2014, that the legal entity INTRACOM HOLDINGS which is affiliated with Mr. Sokratis P. Kokkalis, Chairman of the Board of Directors and CEO off INTRALOT, on May 11, 2022 transferred over- the - counter 2.060.799 Company's common registered shares, with voting rights, to the legal entity «ALPHACHOICE SERVICES LTD», in the context of INTRACOM HOLDINGS' participation in the increase of share capital of «ALPHACHOICE SERVICES LTD» with a contribution of the above shares (contribution in kind).
On 17/5/2022 the Company convened the Shareholders in an Extraordinary General Meeting, during which it was decided 1) the cancellation of three million seven hundred twenty four thousand nine hundred thirty six (3.724.936) own shares which have been acquired by the Company with a respective decrease of the Company's share capital by the amount of one million one hundred and seventeen thousand four hundred eighty Euros and eighty cents (€1.117.480,80) and a relevant amendment of article 5 of the Company's Articles of Association relating to its Share Capital. The decrease of the Company's share capital by the amount of one million one hundred and seventeen thousand four hundred eighty Euros and eighty cents (€1.117.480,80), which will be carried out by reducing the total number of common registered shares of the Company from 152.261.721 to 148.536.785 through the cancellation of 3.724.936 own shares with a nominal value of €0,30 each, was approved. Simultaneously with the above decision, the Extraordinary Shareholders Meeting approved the respective amendment of article 5 of the Company's Articles of Association regarding the share capital and the Board of Directors has been authorized for the rest of the implementation of the decision and the observance of the legal formalities and 2) the codification of the Company's article of Association. Due to lack of the required by the law quorum, no discussion or decision was resolved regarding granting authorization to the Board of Directors in order for the latter to increase the share capital of the Company and will be repeated on 23/5/2022.
With the Extraordinary General Meeting on 23/5/2022, the authorization was approved to the Board of Directors to decide to increase the share capital of the Company by an amount that can not exceed 150% of the paid-up share capital that exists at the date of grant. of these powers to the Board of Directors.
55
Paiania, May 27, 2022
THE CHAIRMAN OF THE BOD AND GROUP CEO
THE DEPUTY CHIEF EXECUTIVE OFFICER AND MEMBER OF THE BOD
S.P. KOKKALIS ID. No. AΙ 091040
THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR
C.D. SFATOS ID. No. AH 641907
Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class
A. A. CHRYSOS ID No. AK 544280
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