Quarterly Report • Nov 23, 2018
Quarterly Report
Open in ViewerOpens in native device viewer
In accordance with International Financial Reporting Standards («IFRS»)
These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.
Quest Holdings S.A. S.A. Reg.No. 121763701000 2a Argyroupoleos Street GR-176 76 Kallithea Athens - Hellas
(Amounts presented in thousand Euro except otherwise stated)
The attached financial statements have been approved by the Board of Directors of Quest Holdings S.A. on November 22th, 2018, and have been set up on the website address www.quest.gr ,where they will remain at the disposal of the investing public for at least 10 years from the date of its publication.
The Chairman The C.E.O. The Member of B.o.D.
Theodore Fessas Apostolos Georgantzis Markos Bitsakos
The Group Financial Controller The Chief Accountant
Dimitris Papadiamantopoulos Konstantinia Anagnostopoulou
-1-
(Amounts presented in thousand Euro except otherwise stated)
| Contents | Page | |
|---|---|---|
| Balance sheet | 3 | |
| Income statement - Group | 4 | |
| Income statement – Company | 5 | |
| Statement of changes in equity | 6 | |
| Cash flow statement | 7 | |
| Notes upon financial information | 8 | |
| 1 | General information | 8 |
| 2 | Structure of the Group | 9 |
| 3 | Summary of significant accounting policies | 9 |
| 3a | Changes in accounting policies | 12 |
| 4 | Critical accounting estimates and judgments | 13 |
| 5 | Critical accounting estimates and assumptions | 13 |
| 6 | Segment information | 14 |
| 7 | Property, plant and equipment | 16 |
| 8 | Goodwill | 18 |
| 9 | Intangible assets | 19 |
| 10 | Investment properties | 20 |
| 11 | Investments in subsidiaries | 21 |
| 12 | Investments in associates | 22 |
| 13 | Financial assets at amortized cost | 23 |
| 14 | Financial assets at fair value through profit or loss | 24 |
| 15 | Share capital | 24 |
| 16 | Borrowings | 25 |
| 17 | Contingencies | 26 |
| 18 | Guarantees | 26 |
| 19 | Commitments | 27 |
| 20 | Income tax expense | 27 |
| 21 | Dividends | 28 |
| 22 | Related party transactions | 28 |
| 23 | Earnings per share | 29 |
| 24 | Periods unaudited by the tax authorities | 30 |
| 25 | Number of employees | 30 |
| 26 | Seasonality | 30 |
| 27 | Non-current tax assets | 30 |
| 28 | Events after the balance sheet date of issuance | 31 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Note | 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | ||
| ASSETS | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | 7 | 58.456 | 64.445 | 7.754 | 7.773 | |
| Goodwill | 8 | 27.225 | 27.225 | - | - | |
| Other intangible assets | 9 | 9.838 | 11.078 | 27 | 31 | |
| Investment Properties | 10 | 2.828 | 2.835 | - | - | |
| Investments in subsidiaries Investments in associates |
11 12 |
- 887 |
- 843 |
67.282 700 |
67.276 700 |
|
| Financial assets at amortised cost | 13 | 3.412 | 3.369 | 3.276 | 3.250 | |
| Deferred income tax asset | 8.770 | 9.965 | - | - | ||
| Non-current income tax asset | 27 | 12.706 | 12.706 | 12.706 | 12.706 | |
| Trade and other receivables | 1.482 | 1.569 | 28 | 34 | ||
| 125.604 | 134.036 | 91.772 | 91.770 | |||
| Current assets | ||||||
| Inventories | 19.330 | 26.997 | - | - | ||
| Trade and other receivables | 94.510 | 109.886 | 1.606 | 547 | ||
| Financial assets at amortised cost | 13 | 90 | 50 | - | - | |
| Derivatives | - | - | - | - | ||
| Financial assets at fair value through P&L | 14 | 4.142 | 4.210 | 14 | 14 | |
| Current income tax asset | 7.450 | 3.491 | 11 | 24 | ||
| Cash and cash equivalents | 55.928 | 47.937 | 9.026 | 7.028 | ||
| Total assets | 181.451 307.054 |
192.572 326.609 |
10.657 102.430 |
7.613 99.383 |
||
| EQUITY | ||||||
| Capital and reserves attributable to the Company's shareholders | ||||||
| Share capital | 15 | 8.101 | 8.101 | 8.101 | 8.101 | |
| Share premium | 15 | 106 | 106 | 106 | 106 | |
| Other reserves | 8.016 | 8.016 | 11.019 | 11.019 | ||
| Retained earnings | 120.484 | 112.957 | 81.157 | 78.027 | ||
| 136.707 | 129.180 | 100.383 | 97.253 | |||
| Non-controling interests | 191 | (450) | - | - | ||
| Total equity | 136.897 | 128.730 | 100.383 | 97.253 | ||
| LIABILITIES | ||||||
| Non-current liabilities | ||||||
| Borrowings | 16 | 11.339 | 17.878 | - | - | |
| Deferred tax liabilities | 6.513 | 7.825 | 646 | 598 | ||
| Retirement benefit obligations | 9.267 | 8.606 | 13 | 10 | ||
| Government Grants | 80 | 138 | - | - | ||
| Trade and other payables | 10.179 | 14.481 | 42 | 42 | ||
| Provisions for other non-current payables | 13.407 | 12.920 | - | - | ||
| 50.784 | 61.847 | 700 | 650 | |||
| Current liabilities | ||||||
| Trade and other payables | 81.915 | 97.887 | 1.348 | 1.481 | ||
| Current income tax liability | 9.089 | 3.119 | - | - | ||
| Borrowings | 16 | 28.057 | 34.569 | - | - | |
| Government Grants | 79 | 148 | - | - | ||
| Provisions for other current payables | 232 | 232 | - | - | ||
| Derivative Financial Instruments | - | 76 | - | - | ||
| 119.372 | 136.031 | 1.348 | 1.481 | |||
| Total liabilities | 170.156 | 197.879 | 2.049 | 2.131 | ||
| Total equity and liabilities | 307.054 | 326.609 | 102.430 | 99.383 | ||
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | ||||||
|---|---|---|---|---|---|---|
| Note | 01/01/2018-30/9/2018 | 01/01/2017-30/9/2017 | ||||
| Sales | 6 | 345.905 | 294.907 | |||
| Cost of sales | (286.055) | (241.776) | ||||
| Gross profit | 59.850 | 53.131 | ||||
| Selling expenses | (19.454) | (15.094) | ||||
| Administrative expenses | (20.903) | (20.673) | ||||
| Other operating income / (expenses) net | 1.101 | 865 | ||||
| Other profit / (loss) net | 482 | (4.644) | ||||
| Operating profit | 21.076 | 13.584 | ||||
| Finance income | 279 | 239 | ||||
| Finance costs | (3.482) | (3.137) | ||||
| Finance costs - net | (3.203) | (2.898) | ||||
| Share of profit/ (loss) of associates | 12 | 44 | 106 | |||
| Profit/ (Loss) before income tax | 17.917 | 10.792 | ||||
| Income tax expense | 20 | (5.901) | (5.640) | |||
| Profit/ (Loss) after tax for the period from continuing operations |
12.016 | 5.152 | ||||
| Attributable to : | ||||||
| Controlling interest | 11.324 | 5.539 | ||||
| Non-controlling interest | 692 | (387) | ||||
| 12.016 | 5.152 |
Earnings/(Losses) per share attributable to equity holders of the Company (in € per share)
| Basic and diluted | 0,9505 | 0,4646 |
|---|---|---|
(Amounts presented in thousand Euro except otherwise stated)
| COMPANY | |||||
|---|---|---|---|---|---|
| 01/01/2018-30/9/2018 | 01/01/2017-30/09/2017 | ||||
| Sales | - | - | |||
| Cost of sales | - | - | |||
| Gross profit | - | - | |||
| Selling expenses | - | - | |||
| Administrative expenses | (1.217) | (672) | |||
| Other operating income / (expenses) net | 4.352 | 4.183 | |||
| Other profit / (loss) net | - | (508) | |||
| Operating profit | 3.135 | 3.003 | |||
| Finance income | 43 | 38 | |||
| Finance costs | (1) | 59 | |||
| Finance costs - net | 42 | 97 | |||
| Profit/ (Loss) before income tax | 3.177 | 3.100 | |||
| Income tax expense 20 |
(47) | (106) | |||
| Profit/ (Loss) after tax for the period | 3.129 | 2.994 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
|
| Profit / (Loss) for the period | 12.016 | 5.152 | 3.129 | 2.994 |
| Other comprehensive income / (loss) | ||||
| Gain / (loss) on valuation of derivatives financial assets |
- | - | - | - |
| Actuarial gains/(losses) on defined benefit pension plans |
- | - | - | - |
| Provisions for other gain/(loss) that probably influence the income statement |
- | - | - | - |
| Total comprehensive income / (loss) for the period |
12.016 | 5.152 | 3.129 | 2.994 |
| Attributable to: | ||||
| -Owners of the parent | 11.324 | 5.539 | ||
| -Non-controlling interest | 692 | (387) |
(Amounts presented in thousand Euro except otherwise stated)
| Attributable to equity holders of the Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital | Other reserves |
Retained eairnings |
Own shares | Total | Non-controling interests |
Total Equity |
||
| GROUP | ||||||||
| Balance at 1 January 2017 | 39.685 | 8.016 | 107.636 | (25) | 155.312 | 10.645 | 165.955 | |
| Profit/ (Loss) for the year | - | - | 6.365 | - | 6.365 | (453) | 5.911 | |
| Other comprehensive income / (loss) for the year, net of tax | - | - | (623) | - | (623) | - | (623) | |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | (403) | - | (403) | - | (403) | |
| Acquisition of non-controling interests | - | - | - | - | - | (2.083) | (2.083) | |
| Share capital decrease (BriQ Properties REIC carve-out) | (27.420) | - | - | - | (27.420) | (27.420) | ||
| Share Capital Decrease Quest Energy in minority interests | - | - | - | - | - | (8.559) | (8.559) | |
| Share Capital Decrease | (4.050) | - | - | - | (4.050) | - | (4.050) | |
| Cancellation of own shares | (8) | - | (17) | 25 | - | - | - | |
| Balance at 31 December 2017 | 8.207 | 8.016 | 112.957 | - | 129.181 | (450) | 128.730 | |
| Balance at 1 January 2018 | 8.207 | 8.016 | 112.957 | - | 129.181 | (450) | 128.730 | |
| Profit/ (Loss) for the period | - | - | 11.325 | - | 11.325 | 692 | 12.016 | |
| Other comprehensive income / (loss) for the period, net of tax |
- | - | - | - | - | - | - | |
| Implementation of IFRS 9 | - | - | (3.797) | - | (3.797) | (51) | (3.848) | |
| Balance at 30 September 2018 | 8.207 | 8.016 | 120.485 | - | 136.709 | 192 | 136.897 |
| Attributable to equity holders of the | |||||
|---|---|---|---|---|---|
| Share capital | Other reserves |
Retained eairnings |
Own shares | Total Equity | |
| COMPANY | |||||
| Balance at 1 January 2017 | 39.685 | 11.019 | 76.018 | (25) | 126.698 |
| Profit/ (Loss) for the year | - | - | 2.027 | - | 2.027 |
| Other comprehensive income / (loss) for the year, net of tax | - | - | (1) | - | (1) |
| Share capital decrease (BriQ Properties REIC carve-out) | (27.420) | - | - | - | (27.420) |
| Share Capital Decrease | (4.050) | - | - | - | (4.050) |
| Cancellation of owned shares | (8) | - | (17) | 25 | - |
| Balance at 31 December 2017 | 8.207 | 11.019 | 78.029 | - | 97.255 |
| Balance at 1 January 2018 | 8.207 | 11.019 | 78.029 | - | 97.252 |
| Profit/ (Loss) for the period | - | - | 3.129 | - | 3.129 |
| Other comprehensive income / (loss) for the period, net of tax |
- | - | - | - | - |
| Balance at 30 September 2018 | 8.207 | 11.019 | 81.158 | - | 100.382 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 01/01/2018- | 01/01/2017- | 01/01/2018- | 01/01/2017- | |
| 30/9/2018 | 30/9/2017 | 30/9/2018 | 30/9/2017 | ||
| Profit/ (Loss) after tax | 17.917 | 10.792 | 3.177 | 3.100 | |
| Adjustments for: | |||||
| Depreciation of property, plant and equipment Amortization of investment properties |
7 10 |
7.870 7 |
6.692 7 |
27 - |
27 - |
| Amortization of intangible assets | 9 | 1.797 | 1.457 | 4 | 4 |
| Impairments of tangible assets | 7 | 485 | - | - | - |
| (Gain) / Loss on financial assets at fair value through P&L | - | - | - | (6) | |
| Loss/ (Gain) of available for sale financial assets | - | - | - | 513 | |
| Losses / (Profit) from associates | 12 | (44) | (106) | - | - |
| Impairments of available for sale financial assets (Gain) / Loss on sale of subsidiaries |
15 | - - |
4 102 |
- - |
- - |
| Interest income | (279) | (239) | (43) | (38) | |
| Interest expense | 3.482 | 3.137 | 1 | (59) | |
| Dividends proceeds | (430) | (336) | (3.432) | (3.339) | |
| 30.805 | 21.510 | (266) | 202 | ||
| Changes in working capital | |||||
| (Increase) / decrease in inventories | 7.667 | 1.705 | - | - | |
| (Increase) / decrease in receivables | 15.463 | 3.261 | (1.054) | (485) | |
| Decrease in receivables (IFRS 9) | (3.848) | - | - | - | |
| Increase/ (decrease) in liabilities | (19.914) | 13.966 | (132) | (350) | |
| (Increase)/ decrease in derivative financial instruments | (76) | 176 | - | - | |
| Increase / (decrease) in retirement benefit obligations | 661 | 597 | 3 | 2 | |
| (47) | 19.706 | (1.183) | (832) | ||
| Net cash generated from operating activities | 30.757 | 41.216 | (1.450) | (630) | |
| Interest paid | (3.482) | (3.137) | (1) | 59 | |
| Income tax paid | (3.941) | (6.762) | 13 | - | |
| Net cash generated from operating activities | 23.335 | 31.316 | (1.437) | (571) | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment | 7 | (2.705) | (13.725) | (8) | (7) |
| Purchase of intangible assets | 9 | (557) | (1.096) | - | (8) |
| Purchase of financial assets | (211) | (362) | (125) | (200) | |
| Purchase of financial assets at fair value through P&L Proceeds from sale of property, plant, equipment and intangible assets |
- 341 |
(6.313) - |
- - |
(2.079) 1 |
|
| Proceeds from financial assets availiable for sale | 129 | 2.076 | 99 | - | |
| Proceeds from financial assets at fair value through P&L | 14 | - | - | - | 2.068 |
| Acquisition of non-controling interests of subsidiaries | - | (2.400) | - | - | |
| Acquisition of subsidiary, net of cash acquired | - | - | (6) | (2.400) | |
| Share Capital return | - | - | - | 11.592 | |
| Net cash outflow for the acquisition of a subsidiary company | - | (1.306) | - | - | |
| Interest received | 279 | 239 | 43 | 38 | |
| Dividends received | 430 | 336 | 3.432 | 3.339 | |
| Net cash used in investing activities | (2.294) | (22.550) | 3.435 | 12.343 | |
| Cash flows from financing activities | |||||
| Proceeds from borrowings | 16 | 7.073 | 3.628 | - | - |
| Repayment of borrowings | 16 | (20.124) | (12.414) | - | - |
| Proceeds from sale/ (purchase) of own shares | - | (18) | - | - | |
| Return of Share Capital to NCI | 15 | - | (8.559) | - | - |
| Net cash used in financing activities | (13.051) | (17.363) | - | - | |
| Net increase/ (decrease) in cash and cash equivalents | 7.989 | (8.597) | 1.998 | 11.772 | |
| Cash and cash equivalents at beginning of year | 47.937 | 65.931 | 7.028 | 2.000 | |
| Cash and cash equivalents of acquired Subsidiaries | - | 195 | - | - | |
| Cash and cash equivalents at end of the period | 55.928 | 57.140 | 9.026 | 13.771 |
(Amounts presented in thousand Euro except otherwise stated)
Financial statements include the financial statements of Quest Holdings S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the period ended September 30rd, 2018, according to International Financial Reporting Standards ("IFRS"). The names of the Group's subsidiaries are presented in Note 24 of this information.
The main activities of the Group are the distribution of information technology and telecommunications products, the design, application and support of integrated systems and technology solutions, courier and postal services, financial services and production of electric power from renewable sources.
The Group operates in Greece, Romania, Cyprus, Holland, Belgium, Italy and Luxembourg and the Company's shares are traded in Athens Stock Exchange.
These group consolidated financial statements were authorized for issue by the Board of Directors of Quest Holdings S.A. on November 22th, 2018.
Shareholders composition is as follows:
| | Theodore Fessas | 50,44% |
|---|---|---|
| | Eftichia Koutsoureli | 25,25% |
| | Other investors | 24,31% |
Total 100%
The address of the Company is Argyroupoleos 2a str., Kallithea Attikis, Greece. Its website address is www.quest.gr.
The Board of Director of the Company is as follows:
The Audit Company is:
PricewaterhouseCoopers SA
260 Kifisias ave & Kodrou, 152 32 Halandri Registration No: 113
(Amounts presented in thousand Euro except otherwise stated)
The structure of the Quest Holdings group is presented as follows:
This interim financial information covers the nine-month period ended September 30rd, 2018 and has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting".
The accounting policies used in the preparation and presentation of this interim financial information are the same as the accounting policies that were used by the Company and the Group for the preparation of the annual financial statements for the year ended December 31st, 2017.
The interim financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2017, which are available on the Group's web site at the address www.quest.gr.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and liabilities at fair value through profit or loss.
The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgement in the process of applying the Group's accounting policies. Moreover, it requires the use of estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of the financial information and the reported income and expense amounts during the reporting period. Although these estimates and judgments are based on the best possible knowledge of the Management with respect to the current conditions and activities, the actual results can eventually differ from these estimates.
Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.
The group and the Company fulfill their needs for working capital through cash flows generated, including bank lending.
(Amounts presented in thousand Euro except otherwise stated)
Current economic conditions continue to limit the demand for the Group's and Company's products, as well as their liquidity for the foreseeable future.
The Group and the Company, taking into account possible changes in their business performance, create a reasonable expectation that the Company and the Group have adequate resources to seamlessly continue their business operations in the near future.
Therefore, the Group and the Company continue to adopt the "principle of business continuity of their activities" during the preparation of the separate and consolidated financial statements for the period from January 1st, to March 31st, 2018.
Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model that was applied under IAS 39. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the previous model in IAS 39. The effect from applying the standard to the Group is described in note 3a – Changes in accounting policies.
IFRS 15 has been issued in May 2014. The objective of the standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity recognises revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The effect from applying the standard to the Group is described in note 3a – Changes in accounting policies.
The amendments introduce two approaches. The amended standard: a) gives all companies that issue insurance contracts the option to recognise in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts standard is issued; and b) gives companies, whose activities are predominantly connected with insurance, an optional temporary exemption from applying IFRS 9 until 2021. The entities that have elected to defer the application of IFRS 9 continue to apply the existing financial instruments standard—IAS 39.
The amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority.
(Amounts presented in thousand Euro except otherwise stated)
The amendments clarified that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition and the change must be supported by evidence.
The interpretation provides guidance on how to determine the date of the transaction when applying the standard on foreign currency transactions, IAS 21. The interpretation applies where an entity either pays or receives consideration in advance for foreign currencydenominated contracts.
The amendments clarified that when venture capital organisations, mutual funds, unit trusts and similar entities use the election to measure their investments in associates or joint ventures at fair value through profit or loss (FVTPL), this election should be made separately for each associate or joint venture at initial recognition.
The amendments allow companies to measure particular prepayable financial assets with so-called negative compensation at amortized cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss.
IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The effect of this standard will be calculated by the Group and the Company.
IFRS 17 has been issued in May 2017 and 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. The standard has not yet been endorsed by the EU.
The amendments clarify that companies account for long-term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9. The amendments have not yet been endorsed by the EU.
The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates. The interpretation has not yet been endorsed by the EU.
(Amounts presented in thousand Euro except otherwise stated)
The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur. The amendments have not yet been endorsed by the EU.
The amendments set out below include changes to four IFRSs. The amendments have not yet been endorsed by the EU.
The amendments clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.
The amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.
The amendments clarify that a company accounts for all income tax consequences of dividend payments in the same way.
The amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.
The Group applies, for the first time, IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments". The Group adopted these new standards using the cumulative effect method (i.e. modified retrospective approach), with the effect of initially applying these standards to be recognized at the date of initial application (i.e. 1 January 2018). Accordingly, the information presented for 2017 has not been restated – i.e. it is presented, as previously reported, under IAS 18, IAS 11, IAS 39 and related interpretations. As required by IAS 34, the nature and effect of these changes are disclosed below.
IFRS 15 supersedes IAS 11 "Construction Contracts", IAS 18 "Revenue" and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers:
The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. It also contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. Under IFRS 15, revenue is recognized when a customer obtains control of the goods or services, determining the timing of the transfer of control – at a point in time or over time. The Group applies the standard for the year 2018 and in respect of prior periods, has recognized the cumulative effect of applying IFRS 15 to all contracts that had not yet been completed at January 1, 2018, as an adjustment to the opening balance of equity on January 1, 2018 (the modified retrospective approach). Contracts completed before the date of initial application (i.e. January 1, 2018) have not been revised. Τhere was no impact from the implementation of the above standard in financial statements of Company and Group.
IFRS 9 replaces the guidance of IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model. IFRS 9 also
(Amounts presented in thousand Euro except otherwise stated)
establishes a new more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the model in IAS 39.
The new provisions on the accounting of impairment losses lead to expected losses having to be expensed earlier in some cases.
Classification and measurement of financial assets and financial liabilities IFRS 9 largely retains the requirements of IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans and receivables and available-for sale. The adoption of IFRS 9 has no effect on the Group's accounting policies related to financial liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.
Except for the trade receivables that are initially measured at the transaction price, the Group primarily measures a financial asset at fair value plus transaction costs except for financial assets at fair value through profit or loss. Under IFRS 9, financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortized cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: 1. the business model within which the financial asset is held, i.e. whether the objective is to hold it in order to collect contractual cash flows or to collect contractual cash flows as well as sell financial assets and 2. Whether the instruments' contractual cash flows represent "solely payments of principal and interest" on the principal amount outstanding (the 'SPPI criterion'). The new classification and measurement of the Group's financial assets are, as follows: 3. financial assets at amortized cost. The category includes financial assets that are held within the business model with the objective to hold financial assets and collect contractual cash flows that meet the SPPI criterion. This category includes all financial assets of the Group, except for the investments in mutual funds which are measured at fair value through profit or loss (FVPL). 4. Financial assets at fair value through profit or loss (FVPL). The category includes investments in mutual funds. Investments in mutual funds do not meet the IFRS 9 criteria for classification at amortized cost, because their cash flows do not represent solely payments of principal and interest. Under IAS 39, the Group's investments in mutual funds were classified as available-for-sale (AFS) financial assets. Upon transition to IFRS 9, the Group's investments to mutual funds have been reclassified from AFS to fair value through profit or loss (FVPL) and the accumulated amount which had been previously recognized under other comprehensive income was reclassified to retained earnings.
The following table summarizes the impact of the above reclassification at January 1, 2018:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2017 | 1/1/2018 | 31/12/2017 | 1/1/2018 | |
| Available for sale financial assets (non-current) | 3.369 | - | 3.250 | |
| Available for sale financial assets (current) | 50 | - | - | |
| Financial assets at amortized cost (non-current) | - | 3.369 | - | 3.250 |
| Financial assets at amortized cost (current) | - | 50 | - | - |
| Available for sale financial assets through P&L | 4.210 | - | 14 | - |
| Financial assets at fair value through P&L | - | 4.210 | - | 14 |
| Statement of changes in equity | - | -3.851 | - | - |
| Trade and other receivables | - | -3.851 | - | - |
Estimates and judgments are continually evaluated and are based on historical data, forecasts and expectations of future events that are deemed reasonable under the circumstances
The Company and the Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and assumptions involving significant risk adjustment to the carrying value of assets and liabilities within the next financial year are addressed below.
Estimates and assumptions are continually reassessed and are based on historical experience as adjusted for current market conditions and other factors, including expectations of future events which are considered reasonable under the circumstances.
(Amounts presented in thousand Euro except otherwise stated)
Judgement is required by the Group in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
The Company examines the overdue balances of customers and whether exceeding the credit policies. The Company makes impairments of doubtful balances and creates corresponding provisions based on estimations. Estimates are made taking into consideration the timing and amount of repayment of receivables and any collateral of claims received. In particular, when there are guarantees, the Company creates provisions for doubtful debts, with percentage less than 100% of the claim. These statements involve significant degree of subjectivity and require the judgment of management.
The Company examine annually and whether the shareholdings and non-financial assets have suffered any impairment in accordance with accounting practices. The recoverable amounts of cash generating units have been determined based on value in use. These calculations require the use of estimates.
The present value of retirement obligations depends on a number of factors that are determined using actuarial methods and assumptions. Such actuarial assumption is the discount rate used to calculate the cost of delivery. Changes in these assumptions will change the present value of the obligations in the balance sheet.
The Group and the Company determine the appropriate discount rate at the end of each year. This is defined as the rate that should be used to determine the present value of future cash flows, which are expected to be required to meet the obligations of the pension plans. Low risk corporate bonds are used to determine the appropriate discount rate, which are converted to the currency in which the benefits will be paid, and whose expiry date is approaching that of the related pension obligation.
The Company has pending legal cases. Management evaluates the outcome of the cases and, if there is a potential negative outcome then the Company makes the necessary provisions. The provisions, when they are required are calculated based on the present value of management's estimation of the expenditure required to settle the obligation at the balance sheet date. This value is based on a number of factors which require the exercise of judgment.
The Group is organised into five business segments:
Management monitors the financial results of each business segment separately. These business segments are managed independently. The management making business decisions is responsible for allocating resources and assessing performance of the business areas.
In Unallocated mainly included the Company's activity.
The segment results for the period ended 30rd of September 2018 and 30rd of September 2017 are analysed as follows:
(Amounts presented in thousand Euro except otherwise stated)
| IT Products | IT Services | Courier services |
Financial transactions |
Production of electric power from renewable sources |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Total gross segment sales | 192.865 | 65.776 | 75.197 | 31.390 | 1.724 | - | 366.953 |
| Inter-segment sales | (19.036) | (834) | (1.048) | (15) | (113) | (1) | (21.048) |
| Net sales | 173.829 | 64.942 | 74.149 | 31.375 | 1.611 | (1) | 345.905 |
| Operating profit/ (loss) | 2.058 | 770 | 8.635 | 8.437 | 1.043 | 133 | 21.076 |
| Finance (costs)/ revenues | (1.011) | (194) | (265) | (1.580) | (194) | 42 | (3.203) |
| Share of profit/ (loss) of Associates | - | - | - | 44 | - | - | 44 |
| Profit/ (Loss) before income tax | 1.047 | 576 | 8.370 | 6.901 | 849 | 175 | 17.917 |
| Income tax expense (note 20) | (5.901) | ||||||
| Profit/ (Loss) after tax for the period | 12.016 |
6 months up to 30 September 2017
| IT Products | ΙΤ Services | Courier services |
Financial transactions |
Production of electric power from renewable sources |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Total gross segment sales | 149.375 | 61.961 | 72.454 | 28.268 | 544 | 1.100 | 313.703 |
| Inter-segment sales | (16.080) | (594) | (1.040) | (13) | (14) | (1.055) | (18.796) |
| Net sales | 133.296 | 61.367 | 71.414 | 28.255 | 530 | 45 | 294.907 |
| Operating profit/ (loss) | 2.485 | 1.460 | 7.978 | 417 | 680 | 565 | 13.585 |
| Finance (costs)/ revenues | (875) | (251) | (168) | (1.747) | 12 | 130 | (2.898) |
| Share of profit/ (loss) of Associates | - | - | - | 106 | - | - | 106 |
| Profit/ (Loss) before income tax | 1.611 | 1.209 | 7.811 | (1.224) | 692 | 695 | 10.792 |
| Income tax expense (note 20) | (5.640) | ||||||
| Profit/ (Loss) after tax for the period | 5.152 |
Transfers and transactions between segments are on commercial terms and conditions, according to those that apply to transactions with third parties.
(Amounts presented in thousand Euro except otherwise stated)
Property, plant and equipment of the Group and the Company are analyzed as follows:
| Land and buildings |
Vehicles and machinery |
Furniture and other equipment |
Total | |
|---|---|---|---|---|
| GROUP - Cost | ||||
| 1st January 2017 | 27.823 | 36.809 | 27.785 | 97.840 |
| Additions | 567 | 13.750 | 1.067 | 15.384 |
| Disposals / Write-offs | (26) | (1.602) | (577) | (2.205) |
| Acquisition of subsidiaries | 1.324 | 7.646 | 27 | 8.997 |
| Impairment | - | - | - | (1.000) |
| Reclassifications | - | (87) | 85 | (2) |
| 31 December 2017 | 29.688 | 56.516 | 28.388 | 119.015 |
| Accumulated depreciation | ||||
| 1st January 2017 | (8.940) | (14.116) | (21.924) | (44.980) |
| Depreciation charge | (213) | (7.547) | (1.532) | (9.292) |
| Disposals / Write-offs | 1 | 1.524 | 568 | 2.093 |
| Acquisition of subsidiaries | (372) | (2.002) | (20) | (2.393) |
| Reclassifications | 2 | 43 | (41) | 4 |
| 31 December 2017 | (9.522) | (22.097) | (22.949) | (54.568) |
| Net book value at 31 December 2017 | 20.167 | 34.418 | 5.439 | 64.445 |
| 1 January 2018 | 29.688 | 56.516 | 28.388 | 119.014 |
| Additions | 293 | 997 | 1.415 | 2.705 |
| Disposals / Write-offs | - | (620) | (136) | (756) |
| Impairments | - | (483) | - | (483) |
| Reclassifications | - | - | (2) | (2) |
| 30 September 2018 | 29.981 | 56.409 | 29.665 | 120.478 |
| Accumulated depreciation | ||||
| 1 January 2018 | (9.522) | (22.097) | (22.949) | (54.568) |
| Depreciation charge | (279) | (6.459) | (1.132) | (7.870) |
| Disposals / Write-offs | - | 282 | 134 | 415 |
| 30 September 2018 | (9.801) | (28.275) | (23.947) | (62.023) |
| Net book value at 30 September 2018 | 20.180 | 28.136 | 5.716 | 58.456 |
(Amounts presented in thousand Euro except otherwise stated)
| Land and buildings |
Vehicles and machinery |
Furniture and other equipment |
Total | |
|---|---|---|---|---|
| COMPANY - Cost | ||||
| 1st January 2017 | 12.980 | 320 | 1.806 | 15.105 |
| Additions | - 1 |
10 | 11 | |
| Disposals / Write-offs | - - |
(1) | (1) | |
| 31 December 2017 | 12.980 | 321 | 1.815 | 15.115 |
| Accumulated depreciation | ||||
| 1st January 2017 | (5.545) | (314) | (1.447) | (7.306) |
| Depreciation charge | (16) | (1) | (19) | (36) |
| 31 December 2017 | (5.561) | (315) | (1.466) | (7.342) |
| Net book value at 31 December 2017 | 7.418 | 4 | 351 | 7.774 |
| 1 January 2018 | 12.980 | 320 | 1.815 | 15.115 |
| Additions | - - |
8 | 8 | |
| 30 September 2018 | 12.980 | 320 | 1.824 | 15.124 |
| Accumulated depreciation | ||||
| 1 January 2018 | (5.561) | (316) | (1.465) | (7.342) |
| Depreciation charge | (12) | (1) | (13) | (27) |
| 30 September 2018 | (5.574) | (316) | (1.478) | (7.369) |
| Net book value at 30 September 2018 | 7.406 | 4 | 346 | 7.754 |
In Group level, the assets held through leasing amounted to € 24.358 thousand with accumulated depreciation amounting to € 13.867 thousand.
Additions of tangible assets (Machinery) to the Group amounting to 13.750 thousand Euros (12.751 thousand Euros in 2016) mainly involve the provision of POS terminals to its subsidiary Cardlink SA, mentioned both in the closed and the previous financial year.
Of the aforementioned fixed assets of the Group, the fixed assets owned by lease amount to 24.358 thousand Euros with an accumulated depreciation of 10.213 thousand Euros.
To acquire the aforementioned assets, the Group has received grants, the net book value of which amounts to 286 thousand Euros. There are no unfulfilled covenants or contingent liabilities.
The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 18.
According to the IFRS 13 (Fair Value Measurement), the Company's Management believes that the carrying value of the Group's asset "Land and buildings" approximates their fair value and that there are no indications yielded for extra impairments within the present Financial Report. These assumptions will be reviewed in the annual financial statements of 2018.
(Amounts presented in thousand Euro except otherwise stated)
The Goodwill of the Group are analyzed as follows:
| GROUP | |||
|---|---|---|---|
| 30/9/2018 | 31/12/2017 | ||
| At the beginning of the year Additions |
27.225 - |
25.537 1.689 |
|
| At the end | 27.225 | 27.225 |
The amount of € 25.225 thousand of goodwill contains € 4.932 thousand for the acquisition of «Rainbow S.A.», which has been absorbed in 2010 by the 100% subsidiary "iSquare SA", € 3.785 thousand from the acquisition of minority interests of the subsidiary "ACS SA", € 16.820 thousand value of the goodwill of the acquired company under trade name "Cardilink SA" and the amount of € 1.689 thousand of final goodwill for the acquisition of two indirect subsidiaries with name "Xilades S.A" and "Wind sieben S.A.".
The recoverable amount of a CGU is determined according to the value in use calculations. These calculations are pre-tax cash flow projections based on financial budgets approved by the management and cover a three-year period.
The key assumptions used for value-in-use calculations are consistent with the external information sources. For the "Apple products distribution" segment, these are: discount rate: 11,55%, sales growth rate: 4%, EBITDA margin: 3%, growth rate in perpetuity: 1%. Concerning the segment of courier services, the key assumptions are: discount rate: 11,85%, sales growth rate: 6,5%, EBITDA margin: 12%, growth rate in perpetuity: 1%. Relating to the segment of financial services: discount rate: 14,63%, sales growth rate: 0%, EBITDA margin: 41%, growth rate in perpetuity: 1%.
Budgeted gross margin is based on last year's performance increased by the expected growth rate of return.
(Amounts presented in thousand Euro except otherwise stated)
The intangible assets of the Group and the Company are analyzed as follows:
| Industrial property rights |
Software & Others |
Total | |
|---|---|---|---|
| GROUP - Cost | |||
| 1st January 2017 | 24.134 | 17.045 | 41.180 |
| Additions | - | 2.912 | 2.912 |
| Disposals / Write-offs | - | (251) | (251) |
| Reclassifications | (1.068) | (5) | (1.068) |
| 31 December 2017 | 23.066 | 19.700 | 42.768 |
| Accumulated depreciation | |||
| 1st January 2017 | (17.738) | (13.262) | (31.001) |
| Depreciation charge | (410) | (1.562) | (1.972) |
| Disposals / Write-offs | - | 214 | 214 |
| Reclassifications | 1.069 | - | 1.069 |
| 31 December 2017 | (17.079) | (14.610) | (31.690) |
| Net book value at 31 December 2017 | 5.987 | 5.091 | 11.078 |
| 1 January 2018 | 23.066 | 19.701 | 42.768 |
| Additions | - | 557 | 557 |
| Disposals / Write-offs | - | (6) | (6) |
| 30 September 2018 | 23.066 | 20.252 | 43.319 |
| Accumulated depreciation | |||
| 1 January 2018 | (17.079) | (14.610) | (31.690) |
| Depreciation charge | (393) | (1.404) | (1.797) |
| Disposals / Write-offs | - | 6 | 6 |
| 30 September 2018 | (17.472) | (16.008) | (33.480) |
| Net book value at 30 September 2018 | 5.594 | 4.244 | 9.838 |
(Amounts presented in thousand Euro except otherwise stated)
| Software & Others |
Total | |
|---|---|---|
| COMPANY - Cost | ||
| 1st January 2017 | 38 | 38 |
| Additions | 8 | 8 |
| Transfer to assets classified as held for sale | - | - |
| 31 December 2017 | 46 | 46 |
| Accumulated depreciation | ||
| 1st January 2017 | (10) | (10) |
| Depreciation charge | (5) | (5) |
| Transfer to assets classified as held for sale | - | - |
| 31 December 2017 | (15) | (15) |
| Net book value at 31 December 2017 | 31 | 31 |
| 1 January 2018 | 46 | 46 |
| Additions | 8 | 8 |
| 30 September 2018 | 54 | 54 |
| Accumulated depreciation | ||
| 1 January 2011 | (15) | (15) |
| Depreciation charge | (4) | (4) |
| 30 September 2018 | (19) | (19) |
| Net book value at 30 September 2018 | 27 | 27 |
Τhe amount of € 5.594 thousand relates to the brand name: "Unisystems", with initial value amounted to € 15.600 thousand, which has been acquired in 2007 with useful life of 30 years. The valuation for the mentioned value is made according to Discounted Cash Flow (DCF) at the end of the closing year. The key assumptions used by the Management to calculate future cash flows are as follows: interest rate has been used to calculate the present value: 11,52%, sales increase: 8,5%, EBITDA margin: 3,5% and growth rate in perpetuity:1%.
The change of investment properties of the Group is as follows:
| GROUP | |||
|---|---|---|---|
| 30/9/2018 | 31/12/2017 | ||
| Balance at the beginning of the year | 8.230 | 8.230 | |
| Balance at the end | 8.230 | 8.230 | |
| Accumulated depreciation | |||
| Balance at the beginning of the year | (5.395) | (5.385) | |
| Depreciations | (7) | (10) | |
| Impairment | - | - | |
| Balance at the end | (5.402) | (5.395) | |
| Net book value at the end | 2.828 | 2.835 |
(Amounts presented in thousand Euro except otherwise stated)
The amount of € 2.828 thousand concerns the net book value of the subsidiary company's "UNISYSTEMS S.A." land, in Athens, which was acquired in 2006 with initial plan the construction of offices. Thus, since this land is owned for long term investment other than short term disposal, based on the requirements of I.F.R.S. 40 «Investment Properties», it was transferred from Property, plant and equipment to Investment Properties.
The depreciation of € (7) thousand relates to small-scale installations associated with the above land.
The movement of investment in subsidiaries is as follows:
| COMPANY | |||
|---|---|---|---|
| 30/9/2018 | 31/12/2017 | ||
| Balance at the beginning of the year | 67.276 | 77.012 | |
| Additions | 6 | 4.999 | |
| Capital decrease of subsidiaries in kind | - | (4.539) | |
| Acquisition of non-controling interests | - | 2.400 | |
| Capital decrease of subsidiaries | - | (12.595) | |
| Balance at the end | 67.282 | 67.276 |
The amount of € 4.999 thousand refers to the share capital increase of the subsidiary «Quest Energy S.A.»
The amount of € 2.400 thousand related to acquisition of 45% of Subsidiary «Quest Energy S.A.».
The amount of € (4.539) thousand refers to the share capital decrease of Unisystems S.A. in kind (BriQ Properties REIC shares) and the amount of € (12.595) thousand related to share capital decrease of Quest Energy S.A. (€ 10.461 thousand), € 1.131 thousand share capital decrease of subsidiary «Unisystems S.A.» and (€ 1.003 thousand) share capital decrease of subsidiary «Info Quest Technologies S.A.».
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS S.A. | Greece | 66.947 | (36.133) | 30.814 | 100,00% |
| ACS S.A. | Greece | 23.713 | (21.345) | 2.368 | 100,00% |
| ISQUARE S.A. | Greece | 60 | - | 60 | 100,00% |
| QUEST ΕΝΕRGY S.A. | Greece | 10.166 | - | 10.166 | 100,00% |
| QUEST onLINE S.A. | Greece | 810 | (810) - | 100,00% | |
| INFO QUEST Technologies S.A. | Greece | 28.014 | (13.431) | 14.583 | 100,00% |
| ISTORM S.A. | Greece | 3.157 | - | 3.157 | 100,00% |
| Diasimo Holdings Ltd | Cyprus | - | - | - | 100,00% |
| CARDLINK S.A. (ex. U-YOU Ltd) | Greece | 6.106 | - | 6.106 | 85,00% |
| U-YOU S.A. (ex. INFOCARD S.A.) | Greece | 30 | - | 30 | 100,00% |
| 139.002 | (71.720) | 67.282 |
(Amounts presented in thousand Euro except otherwise stated)
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS S.A. | Greece | 66.947 | (36.133) | 30.814 | 100,00% |
| ACS S.A. | Greece | 23.713 | (21.345) | 2.368 | 100,00% |
| ISQUARE S.A. | Greece | 60 | - | 60 | 100,00% |
| QUEST ΕΝΕRGY S.A. | Greece | 10.166 | - | 10.166 | 100,00% |
| QUEST onLINE S.A. | Greece | 810 | (810) | - | 100,00% |
| INFO QUEST Technologies S.A. | Greece | 28.014 | (13.431) | 14.583 | 100,00% |
| ISTORM S.A. | Greece | 3.157 | - | 3.157 | 100,00% |
| Diasimo Holdings Ltd | Cyprus | - | - | - | 100,00% |
| CARDLINK S.A. | Greece | 6.106 | - | 6.106 | 85,00% |
| U-YOU S.A. (ex. INFOCARD S.A.) | Greece | 24 | - | 24 | 100,00% |
| 138.996 | (71.720) | 67.276 |
In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are presented below:
All the subsidiaries (direct & indirect) of the Company as well as the method of their consolidation are also mentioned in the Note under number 24 (Periods unaudited by the tax authorities).
No other significant changes have been realized in "Investments in subsidiaries".
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Balance at the beginning of the year | 843 | 837 | 700 | 700 |
| Percentage of associates' profits / (losses) | 44 | 6 | - | - |
| Disposals / Write off | - | - | - | - |
| Balance at the end | 887 | 843 | 700 | 700 |
"NUBIS S.A." (43,26% associate) and "Impact S.A." (21,5% associate) are also included as associates of the Company ("Quest Holdings").
(Amounts presented in thousand Euro except otherwise stated)
| Name | Country of incorporation |
Assets | Liabilities | Sales | Profit | % interest held |
|---|---|---|---|---|---|---|
| PARKMOBILE HELLAS S.A. | Greece | 419 | 739 | - | - | 40,00% |
| NUBIS S.A. | Greece | 856 | 1.022 | - | - | 43,26% |
| Impact S.A. | Greece | 2.853 | 543 | 566 | 150 | 21,50% |
| 4.128 | 2.304 | 566 | 150 |
| Name | Country of incorporation |
Assets | Liabilities | Sales | Profit | % interest held |
|---|---|---|---|---|---|---|
| PARKMOBILE HELLAS S.A. | Greece | 419 | 739 | - | - | 40,00% |
| NUBIS S.A. | Greece | 856 | 1.022 | - | - | 40,60% |
| Impact S.A. | Greece | 2.434 | 444 | 2.159 | 623 | 21,50% |
| 3.709 | 2.205 | 2.159 | 623 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Balance at the beginning of the year | 3.419 | 4.531 | 3.250 | 4.250 |
| Disposals | (99) | (1.200) | (99) | (1.200) |
| Impairment | - | (282) | - | - |
| Additions | 185 | 362 | 125 | 200 |
| Other | (4) | 8 | - | - |
| Balance at the end | 3.501 | 3.419 | 3.275 | 3.250 |
| Non-current assets | 3.412 | 3.369 | 3.275 | 3.250 |
| Current assets | 90 | 50 | - | - |
| 3.501 | 3.419 | 3.275 | 3.250 |
The available-for-sale financial assets include mainly investments in mutual funds and EU member bonds and investments in unquoted shares. The Group establishes the fair values of unlisted securities by using refined valuation techniques and estimates in order to reflect the market's specific circumstances at the financial statements date. The fair values of listed shares are based on bid prices the date of the financial statement.
The Company classifies the companies TEKA SYSTEMS S.A. (25% percentage) and Cosmos business systems S.A. (16,88% percentage) in the category "Available-for-sale financial assets".
Furthermore, the Company's management estimates that there are no further indications of impairment of available for sale financial assets and that this approximates the fair.
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Balance at the beginning of the year | 4.210 | - | 14 | - |
| Impairment | (68) | - | - | - |
| Additions | - | 6.309 | - | 2.079 |
| Disposals | - | (2.095) | - | (2.061) |
| Revaluation at fair value | - | (4) | - | (4) |
| Balance at the end | 4.142 | 4.210 | 14 | 14 |
The Financial Assets at fair value through P&L comprise listed shares and bonds. The fair values of listed securities are based on published period-end bid prices at the financial information date.
| Number of shares | Ordinary shares Share premium | Total | ||
|---|---|---|---|---|
| 1st January 2017 | 11.921.531 | 39.579 | 106 | 39.685 |
| Share Capital decrease | - | (4.051) | - | (4.051) |
| Share Capital decrease (BriQ Properties carve-out) | - | (27.420) | - | (27.420) |
| Cancellation of treasury shares | (7.899) | (8) | - | (8) |
| 31 December 2017 | 11.913.632 | 8.101 | 106 | 8.207 |
| 1 January 2018 | 11.913.632 | 8.101 | 106 | 8.207 |
| 30 September 2018 | 11.913.632 | 8.101 | 106 | 8.207 |
The Shareholders' Extraordinary General Meeting of April 7th, 2017, by adjournment of the meeting of March 17th, 2017, decided to reduce the Company's share capital by the amount of 27.419.521,30 Euros by reducing the share's par value from 3,32 Euros to 1,02 Euros and return, in kind instead of cash, one (1) share of the 100% held subsidiary under the name "BriQ Properties Real Estate Investment Company" and the distinctive title "BriQ Properties REIC" with a par value of 2,33 Euros each, to one (1) share of Quest Holdings SA. Due to this decrease, the company's share capital amounted to 12.159.961,62 Euros, divided into 11.921.531 common nominal shares of a par value of 1,02 Euro each. The Ministry of Economy and Development with its decision no. 43596/12.4.2017 approved the amendment of the relevant article of the Company's Articles of Association. The aforementioned share capital reduction took place on July 26th, 2017.
Moreover, the Extraordinary General Meeting of the Company's Shareholders decided on October 19th, 2017 to
a) reduce the Company's share capital by the amount of eight thousand fifty six Euros and ninety eight cents (€8.056,98) by reducing the total number of shares from 11.921.531 to 11.913.632 common nominal shares, following the cancellation of 7.899 own common nominal shares in accordance with Article 16 of CL 2190/20 and
(Amounts presented in thousand Euro except otherwise stated)
b) reduce the Company's share capital by 4.050.634,88 Euros by reducing the par value of each share by thirty four cents (€0,34) and returning the corresponding amount to the Shareholders. As a result, the Company's share capital amounts to €8.101.269.76 and is divided into: 11.913.632 intangible common nominal shares of a par value of €0.68 each.
At the end of the current period, the Company did not hold own shares.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Non-current borrowings | ||||
| Bank borrowings | 2.470 | 3.719 | - | - |
| Bonds | 1.944 | 3.800 | - | - |
| Finance lease liabilities | 6.925 | 10.359 | - | - |
| Total non-current borrowings | 11.339 | 17.878 | - | - |
| Current borrowings | ||||
| Bank borrowings | 13.397 | 20.034 | - | - |
| Other borrowings | 7.662 | 7.662 | - | - |
| Bonds | 2.369 | 2.054 | - | - |
| Finance lease liabilities | 4.629 | 4.819 | - | - |
| Total current borrowings | 28.057 | 34.569 | - | - |
| Total borrowings | 39.396 | 52.447 | - | - |
The Group has approved credit lines with financial institutions amounting to euro 124 million and the Company to euro 0,5 million. Short term borrowings fair values reach their book values.
The movement of borrowings is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 31/12/2017 |
30/9/2018 | 31/12/2017 | ||
| Balance at the beginning of the year | 52.447 | 46.073 | - | - |
| Repayment of borrowings | (20.124) | (7.229) | - | - |
| Proceeds of borrowings | 7.073 | 8.726 | - | - |
| Acquisition of subsidiaries | - | 4.877 | - | - |
| Balance at the end | 39.396 52.447 |
- | - |
Both the Company and the Group are not exposed to exchange risk since the total of borrowings for 3rd quarter of 2018 was in euro.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Between 1 and 2 years | 7.430 | 8.617 | - | - |
| Between 2 and 3 years | 2.611 | 6.958 | - | - |
| Between 3 and 5 years | 1.299 | 2.239 | - | - |
| Over 5 years | - | 64 | - | - |
| 11.339 | 17.878 | - | - |
(Amounts presented in thousand Euro except otherwise stated)
The Company is exposed to interest rate changes that domain in the market and which affect its financial position and cash flow. The cost of borrowing is possible to either increase or decrease as a result of the above mentioned fluctuations.
The finance leasing liabilities relate to the subsidiary company Cardlink contracts for the supply of credit card terminals (POS).
On November 25th, 2015, Cardlink SA entered into a Bond Loan with Alpha Bank, amounting to 6.750 thousand Euros with a threemonth Euribor rate plus a margin of 2,55%. The repayment of the loan will be made in 13 quarterly instalments commencing on 30.6.2017 with an amount of 300 thousand Euros, and the last instalment amounting to 663 thousand Euros will be repaid according to the repayment plan on 30.6.2020.
On May 8th, 2015, Cardlink SA entered into a Long Term Loan with Eurobank, amounting to 2.740 thousand Euros with a threemonth Euribor rate plus a margin of 4,75%. The repayment of the loan will be made in 12 quarterly instalments commencing on 11.8.2017 with the amount of 228 thousand Euros, and the last (12th instalment) amounting to 228 thousand Euros will be repaid according to the repayment plan on May 11th, 2020.
The Group and the Company have contingencies in respect of bank guarantees, guarantees and other matters arising in the ordinary course of business from which Management is confident that no material liability will arise.
The contingent liabilities are analysed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Letters of guarantee to customers securing contract performance | 5.260 | 6.067 | - | - |
| Letters of guarantee to participations in contests | 1.853 | 1.607 | - | - |
| Letters of guarantee for credit advance | 1.038 | 1.115 | - | - |
| Guarantees to banks on behalf of subsidiaries | 47.290 | 46.790 | 47.290 | 46.790 |
| Letters of guarantee to creditors on behalf of subsidiaries | 13.975 | 13.975 | 13.975 | 13.975 |
| Other | 9.962 | 8.953 | - | - |
| 79.378 | 78.507 | 61.265 | 60.765 |
In addition to the above, the following specific issues should be noted:
The tax obligations of the Group are not final since there are prior periods which have not been inspected by the tax authorities. Note 24 presents the last periods inspected by the tax authorities for each company in the Group.
Furthermore, there are various legal cases against companies of the Group for which the Management estimates that no additional material liabilities will arise.
In the end of the current period the liens and mortgages on the Group's and Company's land and buildings are as follows:
At the end of the current financial year, the following mortgages and prenotations of mortgage on the Company's and the Group's land, buildings and tangible assets are recorded:
On 17.7.2013 a prenotation was registered on the property of the subsidiary Unisystems SA, located in Kallithea, Attica, on X. Kanakidi and Th. Kosmirithi streets, in favor of the National Bank of Greece SA for the amount of 7.800 thousand Euros under ruling no. 23806Σ/11 of the Single-Member First Instance Court of Athens and rulings no. 857/13 and 3370/2013 of the Athens Court of Appeal.
The subsidiary "Xylades Energy LP" has entered into a Loan Agreement with the Greek Postal Savings Bank SA amounting to 2.548 thousand Euros on 11.5.2012, on the basis of which the fixed equipment of the aforementioned company has been pledged under the Agreement on Notional Pledge on Moveable Assets (Law 2844/2000) which has been registered/published in the Athens Mortgage Registry.
(Amounts presented in thousand Euro except otherwise stated)
Nearly all borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.
At the financial information date, September 30rd, 2018, there are no capital expenditures that has been contracted for the Group and the Company.
The Group leases mechanical equipment under operating leases. Total future lease payments under operating leases are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Not later than 1 year | 4.958 | 4.696 | 105 | 96 |
| Later than 1 year but not later than 5 years | 13.748 | 14.015 | 399 | 377 |
| Later than 5 years | 8.074 | 9.833 | 277 | 346 |
| 26.780 | 28.545 | 781 | 818 |
Income tax expense of the Group and Company for the period ended September 30, 2018 and September 30t , 2017 respectively was:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
|
| Current tax | (6.019) | (3.851) | - | - |
| Deferred tax | 118 | (1.789) | (47) | (106) |
| Total | (5.901) | (5.640) | (47) | (106) |
In addition, the cumulative provision for future tax liability concerning tax unaudited periods for September 30, 2018 and December 31st, 2017 were as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 30/9/2018 31/12/2017 | 30/9/2018 | 31/12/2017 | ||||
| Provision for unaudited years | 1.407 | 1.407 | - | - |
The Company and its Greek subsidiaries of the Group for the previous year 2017, as well as for the years from 2011 to 2017, have not calculated additional provisions, as the tax audit for the year ended had already been performed by the statutory auditors. The Management of the companies of the group does not expect significant tax liabilities beyond those recognized and reported in the financial statements.
Current income tax, for the Company and the domestic subsidiaries, has been calculated using the tax rate of the period of 2018 (29%) and of the previous year 2017 (29%). Concerning the abroad subsidiaries, in order for the current tax expense to be calculated, domestic tax rates have been used. Tax over profit before taxes of the Company differs to the theoretical amount which would arise in case of using the weighted average tax rate of the company's' Country of origin.
(Amounts presented in thousand Euro except otherwise stated)
There is no proposal for dividend distribution.
The following transactions were carried out with related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
01/01/2018- 30/9/2018 |
01/01/2017- 30/9/2017 |
|
| i) Sales of goods and services | ||||
| Sales of goods to: | 4.228 | 3.286 | - | - |
| - Other indirect subsidiaries | - | 3 | - | - |
| - Other related parties | 4.228 | 3.283 | - | - |
| Sales of services to: | 1.069 | 473 | 750 | 660 |
| -Unisystems Group | - | - | 373 | 390 |
| -Info Quest Technologies | - | - | 185 | 128 |
| -ACS | - | - | 43 | - |
| -iStorm | - | - | 11 | 8 |
| -iSquare | - | - | 71 | 68 |
| - Other direct subsidiaries | - | - | 63 | 56 |
| - Other indirect subsidiaries | 22 | 35 | - | 9 |
| - Other related parties | 1.046 | 438 | 5 | 1 |
| Dividends | 430 | 337 | 3.432 | 3.339 |
| -ACS | - | - | 2.000 | 3.002 |
| -iSquare | - | - | 1.002 | - |
| - Other related parties | 430 | 337 | 430 | 337 |
| 5.727 | 4.097 | 4.182 | 3.998 | |
| ii) Purchases of goods and services | ||||
| Purchases of goods from: | - | 150 | - | - |
| - Other related parties | - | 150 | - | - |
| Purchases of services from: | 1.332 | 532 | 127 | 143 |
| -Unisystems | - | - | 24 | 22 |
| -Info Quest Technologies | - | - | 34 | 28 |
| - Other direct subsidiaries | - | - | - | 60 |
| - Other indirect subsidiaries | 31 | 71 | - | 3 |
| - Other related parties | 1.302 | 461 | 69 | 30 |
| 1.332 | 682 | 127 | 142 | |
| iii) Benefits to management | ||||
| Salaries and other short-term employment benefits | 2.300 | 2.037 | 36 | 36 |
| 2.300 | 2.037 | 36 | 36 |
(Amounts presented in thousand Euro except otherwise stated)
iv) Period end balances from sales-purchases of goods / servises / dividends
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2018 | 31/12/2017 | 30/9/2018 | 31/12/2017 | |
| Receivables from related parties: | ||||
| -Unisystems | - | - | 94 | 103 |
| -Info Quest Technologies | - | - | 19 | 13 |
| -ACS | - | - | 13 | 11 |
| -iSquare | - | - | 12 | 10 |
| - Other direct subsidiaries | - | - | 18 | 9 |
| - Other indirect subsidiaries | 23 | 12 | 8 | 8 |
| - Other related parties | 2.503 | 2.272 | 16 | 21 |
| 2.525 | 2.283 | 181 | 175 | |
| Obligations to related parties: | ||||
| -Info Quest Technologies | - | - | 3 | 3 |
| -ACS | - | - | - | 2 |
| - Other indirect subsidiaries | 3 | 6 | - | - |
| - Other related parties | 50 | 78 | 3 | 3 |
| 52 | 84 | 6 | 8 | |
| v) Receivables from management personel | - | - | - | - |
| vi) Payables to management personel | - | - | - | - |
Services from, and, to related parties as well as sales and purchases of goods, take place on the basis of the price lists in force with non-related parties.
Basic and diluted earnings/ (losses) per share are calculated by dividing profit/(loss) attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the period, and excluding any ordinary treasury shares that were bought by the Company.
| GROUP | ||
|---|---|---|
| 01/01/2018- 30/9/2018 |
01/01/2017- 30/6/2017 |
|
| Earnings/ (Losses) from continuing operations attributable to equity holders of the Company |
11.324 | 5.539 |
| Weighted average number of ordinary shares in issue (in thousand) | 11.914 | 11.922 |
| Basic earnings/ (losses) per share (Euro per share) | 0,9505 | 0,4646 |
(Amounts presented in thousand Euro except otherwise stated)
The unaudited by the tax authorities years for each company of the Group, are as follows:
| Company Name | Website | Country of incorporation |
% Participation (Direct) |
% Participation (Indirect) |
Consolidation Method |
Unaudited years |
|---|---|---|---|---|---|---|
| ** Quest Holdings S.A. | www.quest.gr | - | - | - | - | 2010 & 2014-2017 |
| * Unisystems S.A. | www.unisystems.com | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| - Unisystems Belgium S.A. | - | Belgium | 100,00% | 100,00% | Full | 2009-2010 |
| - Unisystems B.V. | Holland | 100,00% | 100,00% | Full | - | |
| - Parkmobile Hellas S.A. | - | Greece | 40,00% | 40,00% | Equity Method | 2007-2010 |
| - Unisystems Cyprus Ltd | - | Cyprus | 100,00% | 100,00% | Full | 2007-2010 |
| - Unisystems Information Technology Systems SRL | - | Romania | 100,00% | 100,00% | Full | 2007-2010 |
| * ACS S.A. | www.acscourier.net | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| - ACS Courier SH.p.k. | - | Albania | 100,00% | 100,00% | Full | 2005-2010 |
| - GPS INVEST LIMITED | www.genpost.gr | United Kingdom | 100,00% | 100,00% | Full | - |
| - GPS Postal Services IKE | Greece | 100,00% | 100,00% | Full | - | |
| * Quest Energy S.A. | www.questenergy.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| - Wind farm of Viotia Amalia S.A. | www.aioliko-amalia.gr | Greece | 97,88% | 97,88% | Full | 2010 & 2014-2017 |
| - Wind farm of Viotia Megalo Plai S.A. | www.aioliko-megaloplai.gr | Greece | 97,88% | 97,88% | Full | 2010 & 2014-2017 |
| - ALPENER S.A. | www.alpener.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| - Quest Aioliki Livadiou Larisas Ltd | - | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2017 |
| - Quest Aioliki Servion Kozanis Ltd | - | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2017 |
| - Quest Aioliki Distomou Megalo Plai Ltd | - | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2017 |
| - Quest Aioliki Sidirokastrou Hortero Ltd | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2017 | |
| - Xylades Energeiaki S.A. | www.xyladesenergiaki.gr/ | Greece | 99,00% | 99,00% | Full | - |
| - Wind Sieben S.A. | www.windsieben.gr/ | Greece | 100,00% | 100,00% | Full | 2007-2017 |
| * iSquare S.A. | www.isquare.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| iQbility M Ltd | www.iqbility.com | Greece | 100,00% | 100,00% | Full | - |
| * Info Quest Technologies S.A. | www.infoquest.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| * Cardlink S.A. | www.cardlink.gr | Greece | 100,00% | 85,00% | Full | 2010 & 2014-2017 |
| * iStorm S.A. | www.store.istorm.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| - iStorm Cyprus ltd | - | Cyprus | 100,00% | 100,00% | Full | - |
| * QuestOnLine S.A. | www.qol.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2017 |
| * U-YOU S.A. | www.you.gr | Greece | 100,00% | 100,00% | Full | 2014-2017 |
| * DIASIMO Holding ltd | - | Cyprus | 100,00% | 100,00% | Full | 2010 & 2014-2016 |
| - Blue onar ltd | - | Cyprus | 50,00% | 50,00% | Equity Method | - |
| * Nubis S.A. | www.nubis.gr | Greece | 42,60% | 43,26% | Equity Method | - |
| * Impact S.A. | www.impact.gr | Greece | 21,50% | 21,50% | Equity Method | - |
* Direct investment
** Parent Company
Number of employees at end of period: Group 1.665, Company 5 and the end of the previous year: Group 1.577, Company 4.
The Group has significant dispersion of activities, as a result there are not sighs of seasonality. The sales of the 3rd quarter approach proportionality the total year sales.
The amount of euro 12.706 thousand in the account of long-term tax assets to the Company and the Group relates to a tax advance tax of 5% on the sale price (€330.000 thousand) of the subsidiary "Q Telecommunication" in 2006.
The Company, for the above fact and under the current legislation has formed special taxed reserve of € 203.556 thousand in retained earnings, which in case of it distribution, or a proportion of it, it will deduct at the percentage of 5% of that which had already been advanced.
Specifically, in 2006 (as detailed in the respective annual financial report) the company (formerly Info-Quest S.A.) decided to spin off the telecommunications branch and sale it for € 330.000 thousand and profit before taxes € 241.232 thousand. Based on L.2238 / ar.13, 5% tax withheld on the sale price, which stands at the recoverable amount of € 12.706 thousand.
(Amounts presented in thousand Euro except otherwise stated)
"Quest Energy SA" (100% subsidiary) acquired seven photovoltaic power stations of 1 MW each, located in Northern Greece on November 19, 2018.
The acquisition price for all companies (7MW) amounts to four million three hundred twenty thousand euros (4,320,000 €). The net borrowings of the acquired companies is € 11,7 mil..
After this acquisition, the total capacity of the photovoltaic stations in operation of "Quest Energy SA" and its subsidiaries is 12.7MW.
Apart from the above detailed items, no further events have arisen after the date of the financial information.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.