Quarterly Report • Nov 27, 2019
Quarterly Report
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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.
Kallithea, November 26th 2019
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 26th, 2019, 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 | 10 |
| 4 | Critical accounting estimates and judgments | 12 |
| 5 | Critical accounting estimates and assumptions | 13 |
| 6 | Segment information | 14 |
| 7 | Property, plant and equipment | 15 |
| 8 | Goodwill | 16 |
| 9 | Intangible assets | 17 |
| 10 | Investment properties | 18 |
| 11 | Investments in subsidiaries | 19 |
| 12 | Investments in associates | 21 |
| 13 | Financial assets at amortized cost | 21 |
| 14 | Financial assets at fair value through profit or loss | 22 |
| 15 | Share capital | 22 |
| 16 | Borrowings | 23 |
| 17 | Contingencies | 24 |
| 18 | Guarantees | 24 |
| 19 | Commitments | 24 |
| 20 | Income tax expense | 25 |
| 21 | Dividends | 26 |
| 22 | Related party transactions | 27 |
| 23 | Earnings per share | 28 |
| 24 | Periods unaudited by the tax authorities | 29 |
| 25 | Number of employees | 29 |
| 26 | Seasonality | 29 |
| 27 | Non-current tax assets | 30 |
| 28 Right-of-use assets | 29 | |
| 29 Lease liabilities | 29 | |
| 30 Business combinations | 31 | |
| 31 | Events after the balance sheet date of issuance | 34 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| ASSETS | |||||
| Non-current assets | |||||
| Property, plant and equipment | 7 | 71.998 | 65.540 | 7.556 | 7.601 |
| Right-of-use assets | 28 | 20.885 | - | 595 | - |
| Goodwill | 8 | 44.425 | 31.649 | - | - |
| Other intangible assets | 9 | 4.188 | 4.706 | 10 | 21 |
| Investment Properties | 10 | 2.819 | 2.825 | - | - |
| Investments in subsidiaries | 11 | - | - | 68.220 | 64.435 |
| Investments in associates | 12 | 173 | 173 - | - | |
| Financial assets at amortised cost | 13 | 4.287 | 4.334 | 3.601 | 3.976 |
| Contract assets | 1.327 | 1.535 | - | - | |
| Financial lease | 2.434 | - | - | - | |
| Deferred income tax asset | 11.559 | 11.191 | - | - | |
| Non-current income tax asset | 27 | 12.706 | 12.706 | 12.706 | 12.706 |
| Trade and other receivables | 1.283 | 1.421 | 28 | 28 | |
| 178.083 | 136.081 | 92.716 | 88.766 | ||
| Current assets | |||||
| Inventories | 25.582 | 26.376 | - | - | |
| Trade and other receivables | 115.690 | 88.788 | 734 | 2.275 | |
| Contract assets | 17.158 | 12.168 | - | - | |
| Receivables from financial leases | 114 | - | - | - | |
| Financial assets at amortised cost | 13 | 66 | 43 | - | - |
| Derivatives | 81 | 3 | - | - | |
| Financial assets at fair value through P&L | 14 | 4.201 | 4.071 | 16 | 16 |
| Current income tax asset | 4.586 | 3.199 | 5 | 13 | |
| Cash, cash equivalents and restricted cash | 63.876 | 63.164 | 6.969 | 3.611 | |
| 231.354 | 197.811 | 7.724 | 5.916 | ||
| Non Current Assets classified as held for sale | - | - | - | - | |
| Total assets | 409.437 | 333.892 | 100.441 | 94.682 | |
| EQUITY | |||||
| Capital and reserves attributable to the Company's shareholders | |||||
| Share capital | 15 | 3.574 | 3.574 | 3.574 | 3.574 |
| Share premium | 106 | 106 | 106 | 106 | |
| Other reserves | 7.982 | 7.982 | 11.019 | 11.019 | |
| Retained earnings | 143.523 | 127.747 | 83.790 | 78.456 | |
| 155.184 | 139.409 | 98.488 | 93.154 | ||
| Non-controling interests | 1.261 | 765 | - | - | |
| Total equity | 156.445 | 140.173 | 98.488 | 93.153 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 16 | 11.333 | 9.227 | - | - |
| Deferred tax liabilities | 9.964 | 8.474 | 636 | 635 | |
| Retirement benefit obligations | 9.836 | 9.225 | 25 | 22 | |
| Government Grants | 496 | 563 | - | - | |
| Contract liabilities | 9.020 | 10.593 | - | - | |
| Lease liabilities | 29 | 20.340 | - | 520 | - |
| Trade and other payables | 5.159 | 8.827 | 57 | 44 | |
| 66.148 | 46.909 | 1.238 | 701 | ||
| Current liabilities | |||||
| Trade and other payables | 93.496 | 108.879 | 633 | 826 | |
| Contract liabilities | 15.939 | 2.821 | - | - | |
| Current income tax liability | 5.813 | 659 | - | - | |
| Borrowings | 16 | 66.500 | 28.214 | - | - |
| Government Grants | 70 | 114 | - | - | |
| Lease liabilities | 29 | 3.300 | - | 82 | - |
| Provisions for other current payables | 1.724 | 6.123 | - | - | |
| 186.843 | 146.810 | 714 | 826 | ||
| Total liabilities | 252.991 | 193.719 | 1.952 | 1.527 | |
| Total equity and liabilities | 409.437 | 333.892 | 100.441 | 94.682 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | |||
|---|---|---|---|
| Note | 01/01/2019-30/9/2019 | 01/01/2018-30/9/2018 | |
| Sales | 6 | 400.097 | 345.905 |
| Cost of sales | (331.228) | (286.055) | |
| Gross profit | 68.869 | 59.850 | |
| Selling expenses | (20.742) | (19.454) | |
| Administrative expenses | (22.802) | (20.903) | |
| Other operating income / (expenses) net | 1.170 | 1.101 | |
| Other profit / (loss) net | 626 | 482 | |
| Operating profit | 27.121 | 21.076 | |
| Finance income | 465 | 279 | |
| Finance costs | (4.230) | (3.482) | |
| Finance costs - net | (3.765) | (3.203) | |
| Share of profit/ (loss) of associates | 12 | - | 44 |
| Profit/ (Loss) before income tax | 23.357 | 17.917 | |
| Income tax expense | 20 | (7.057) | (5.901) |
| Profit/ (Loss) after tax for the period from continuing operations |
16.300 | 12.016 | |
| Attributable to : | |||
| Controlling interest | 15.804 | 11.324 | |
| Non-controlling interest | 495 | 692 | |
| 16.300 | 12.016 |
Earnings/(Losses) per share attributable to equity holders of the Company (in € per share)
| Basic and diluted | 0,4422 | 0,3168 |
|---|---|---|
(Amounts presented in thousand Euro except otherwise stated)
| COMPANY | ||||||
|---|---|---|---|---|---|---|
| 01/01/2019-30/9/2019 | 01/01/2018-30/9/2018 | |||||
| Sales | - | - | ||||
| Cost of sales | - | - | ||||
| Gross profit | - | - | ||||
| Selling expenses | - | - | ||||
| Administrative expenses | (1.168) | (1.217) | ||||
| Other operating income / (expenses) net | 6.457 | 4.352 | ||||
| Other profit / (loss) net | 60 | - | ||||
| Operating profit | 5.349 | 3.135 | ||||
| Finance income | 6 | 43 | ||||
| Finance costs | (20) | (1) | ||||
| Finance costs - net | (14) | 42 | ||||
| Profit/ (Loss) before income tax | 5.335 | 3.177 | ||||
| Income tax expense | 20 | (1) | (47) | |||
| Profit/ (Loss) after tax for the period | 5.334 | 3.129 |
| GROUP COMPANY |
||||
|---|---|---|---|---|
| 01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
|
| Profit / (Loss) for the period | 16.300 | 12.016 | 5.334 | 3.129 |
| 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 |
16.300 | 12.016 | 5.334 | 3.129 |
| Attributable to: | ||||
| -Owners of the parent -Non-controlling interest |
15.804 495 |
11.324 692 |
(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 2018 | 8.207 | 8.016 | 112.957 | - | 129.180 | (450) | 128.728 |
| Profit/ (Loss) for the period | - | - | 11.324 | - | 11.324 | 692 | 12.015 |
| Implementation of IFRS 9 | - | - | (3.797) | - | (3.797) | (51) | (3.848) |
| Balance at 30 September 2018 | 8.207 | 8.016 | 120.483 | - | 136.707 | 192 | 136.897 |
| Movements up to 31 Decemebr 2018 | (4.527) | (34) | 7.263 | - | 2.701 | 573 | 3.274 |
| Balance at 31 December 2018 | 3.680 | 7.982 | 127.747 | - | 139.410 | 765 | 140.173 |
| Balance at 1 January 2019 | 3.680 | 7.982 | 127.747 | - | 139.410 | 765 | 140.173 |
| Profit/ (Loss) for the period | - | - | 15.804 | - | 15.804 | 496 | 16.300 |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | (27) | - | (27) | - | (27) |
| Balance at 30 September 2019 | 3.680 | 7.982 | 143.524 | - | 155.185 | 1.261 | 156.446 |
| Attributable to equity holders of the | |||||
|---|---|---|---|---|---|
| Share capital | Other reserves |
Retained eairnings |
Own shares | Total Equity | |
| COMPANY | |||||
| Balance at 1 January 2018 | 8.207 | 11.019 | 78.027 | - | 97.253 |
| Profit/ (Loss) for the period | - | - | 3.129 | - | 3.129 |
| Balance at 30 September 2018 | 8.207 | 11.019 | 81.156 | - | 100.382 |
| Movements up to 31 Decemebr 2018 | (4.527) | (2.700) | (7.227) | ||
| Balance at 31 December 2018 | 3.680 | 11.019 | 78.456 | - | 93.155 |
| Balance at 1 January 2019 | 3.680 | 11.019 | 78.456 | - | 93.153 |
| Profit/ (Loss) for the period | - | - | 5.334 | - | 5.334 |
| Balance at 30 September 2019 | 3.680 | 11.019 | 83.790 | - | 98.488 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 01/01/2019- | 01/01/2018- | 01/01/2019- | 01/01/2018- | |
| Profit/ (Loss) before tax | 30/9/2019 23.357 |
30/9/2018 17.917 |
30/9/2019 5.334 |
30/9/2018 3.177 |
|
| Adjustments for: | |||||
| Depreciation of property, plant and equipment | 7 | 8.529 | 7.870 | 51 | 27 |
| Amortization of investment properties | 10 | 7 | 7 | - | - |
| Amortization of intangible assets | 9 | 1.569 | 1.797 | 12 | 4 |
| Amortization of right-of-use assets Impairments of investment properties |
28 10 |
3.137 - |
- - |
68 - |
- - |
| Impairments of intangible assets | 9 | - | - | - | - |
| Impairments of tangible assets | 105 | 485 | |||
| Impairments of available for sale financial assets | (130) | - | - | - | |
| Losses / (Profit) from associates | 12 | - | (44) | - | - |
| (Gain) / Loss on sale of associates | - | - | (61) | - | |
| Interest income Interest expense |
(465) 4.230 |
(279) 3.482 |
(6) 20 |
(43) 1 |
|
| Dividends proceeds | (468) | (430) | (5.470) | (3.432) | |
| 39.871 | 30.804 | (52) | (267) | ||
| Changes in working capital | |||||
| (Increase) / decrease in inventories | 793 | 7.667 | - | - | |
| (Increase) / decrease in receivables | (29.957) | 15.463 | 1.541 | (1.054) | |
| Implementation of IFRS 9 | - | (3.848) | - | - | |
| Increase/ (decrease) in liabilities | (12.990) | (19.914) | (180) | (132) | |
| (Increase)/ decrease in derivative financial instruments | (78) | (76) | - | - | |
| Increase / (decrease) in retirement benefit obligations | 611 | 661 | 3 | 3 | |
| (41.620) | (47) | 1.363 | (1.183) | ||
| Net cash generated from operating activities | (1.749) | 30.757 | 1.311 | (1.451) | |
| Interest paid | (4.230) | (3.482) | (20) | (1) | |
| Income tax paid | (3.111) | (3.941) | 9 | 13 | |
| Net cash generated from operating activities | (9.090) | 23.335 | 1.300 | (1.438) | |
| Cash flows from investing activities Purchase of property, plant and equipment |
7 | (1.916) | (2.705) | (7) | (8) |
| Purchase of intangible assets | 9 | (1.052) | (557) | (2) | - |
| Purchase of financial assets | (352) | (211) | - | (125) | |
| Proceeds from sale of property, plant, equipment and | 954 | 341 | - | - | |
| intangible assets | |||||
| Proceeds from financial assets availiable for sale | 374 | 129 | 435 | 99 | |
| Net cash outflow for the acquisition of a subsidiary company Interest received |
(22.445) 465 |
- 279 |
3.568 6 |
- 43 |
|
| Dividends received | 468 | 430 | 5.470 | 3.432 | |
| Net cash used in investing activities | (23.504) | (2.294) | 2.118 | 3.435 | |
| Cash flows from financing activities Proceeds from borrowings |
16 | 39.047 | 7.073 | - | - |
| Repayment of borrowings | 16 | (5.696) | (20.124) | - | - |
| Repayment of lease liabilities | (2.930) | - | (61) | - | |
| Net cash used in financing activities | 30.422 | (13.051) | (61) | - | |
| Net increase/ (decrease) in cash and cash equivalents | (2.172) | 7.990 | 3.357 | 1.997 | |
| Cash and cash equivalents at beginning of year | 63.164 | 47.937 | 3.611 | 7.028 | |
| Cash and cash equivalents of acquired Subsidiaries | (2.884) | - | - | - | |
| Cash, cash equivalents and restricted cash at end of the period |
63.876 | 55.928 | 6.969 | 9.026 |
(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 30, 2019, 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, electronic payments 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 26th, 2019.
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.
PricewaterhouseCoopers SA
260 Kifisias ave & Kodrou, 152 32 Halandri, Greece Registration No: 113
Company's website address is www.quest.gr.
(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 30, 2019 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, 2018.
The interim financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2018, 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.
(Amounts presented in thousand Euro except otherwise stated)
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.
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 September 30, 2019.
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 on or after 1.1.2019. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
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 recognise 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 on the Group on 31 January 2019 on right-of-use assets was euro 21.574 thousand, on lease receivables euro 2.578 thousand and on lease liabilities euro 24.307 thousand. There is no significant impact in earnings before tax.
The amendments allow companies to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss.
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.
(Amounts presented in thousand Euro except otherwise stated)
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 amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur.
The amendments set out below include changes to four IFRSs.
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.
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 amended definition emphasises that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. The amendments have not yet been endorsed by the EU.
The amendments clarify the definition of material and how it should be applied by including in the definition guidance which until now was featured elsewhere in IFRS. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS. The amendments have not yet been endorsed by the EU.
(Amounts presented in thousand Euro except otherwise stated)
IFRS 9, IAS 39 and IFRS 7 (Amendments) "Interest rate benchmark reform" (effective for annual periods beginning on or after 1 January 2020)
The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments have not yet been endorsed by the EU.
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. The new lease standard applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether the use of an identified asset is controlled by the customer. It supersedes the following Standards and Interpretations:
IAS 17 Leases;
IFRIC 4 Determining whether an Arrangement contains a Lease;
SIC-15 Operating Leases—Incentives; and
SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
IFRS 16 introduces significant changes to lessee accounting in the sense that it removes the distinction between operating and finance leases under IAS 17 and requires a lessee to recognize a right-of-use asset and a lease liability at lease commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the IFRS 16 lessor accounting requirements remain largely unchanged from IAS 17, and continue to require a lessor to classify a lease either as an operating lease or a finance lease. However, under IFRS 16, an intermediate lessor is required to classify the sublease as a finance or operating lease by reference to the right-of-use asset arising from the head lease and not by reference to the underlying asset. In addition, IFRS 16 provides guidance on the accounting for sale and leaseback transactions. Extensive disclosures are also required by the new Standard. The Group adopted IFRS 16 as of 1 January 2019 using the modified retrospective approach. All modifications made at the date of transition to IFRS 16 were recognized as adjustments in the opening balances of the respective captions of the Group's statement of financial position (Note 2.2.1) as of 1 January 2019 without restating the comparative figures.
Under the provisions of IAS 17, the Group classified each of its leases (as a lessee) at the inception date as either a finance lease or an operating lease. Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group has opted to recognize a lease expense on a straight-line basis for short-term leases and leases of low value assets. The Group has not made use of the practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease and related guidance in IFRS 16 has been applied to all lease contracts that were effective as of 1 January 2019. The reassessment did not change significantly the scope of the contracts that meet the definition of a lease for the Group. In applying IFRS 16, the Group also elected to use the following practical expedients available by the standard at the date of initial application: (a) the exclusion of initial direct costs from the measurement of the right-of-use asset, (b) reliance on the assessment made before the date of initial application on whether leases are onerous by applying the provisions of IAS 37 and (c) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease. After excluding the short-term leases and leases of low-value assets, the Group recognized a right-of-use assets and corresponding lease liabilities for all leases previously classified as operating. The right-of-use assets were recognized based on the amount equal to the lease liabilities, adjusted for prepayments previously recognized. There were no onerous lease contracts that would have required an adjustment to the right-of-use asset at the date of initial application. Lease liabilities were recognized based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.
The reconciliation schedule between the operating lease commitments disclosed in the Group's annual financial statements as of 31 December 2018 and the lease liabilities recognized in the statement of financial position as of 1 January 2019 is presented below:
| Group | Company | |
|---|---|---|
| Operating lease commitments | 27.380 | 771 |
| Effect from discounting rate | ‐3.589 | ‐103 |
| Adjustments as a result of different of extention or termination options Lease liabilities as of 1 January 2019 |
516 24.307 |
‐6 662 |
(Amounts presented in thousand Euro except otherwise stated)
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.
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.
(Amounts presented in thousand Euro except otherwise stated)
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 30 of September 2019 and 30 of September 2018 are analysed as follows:
1st January to 30 September 2019
| Information technology products |
Information technology services |
Postal services | Electronic payments |
Production of electric power from renewable sources |
Unallocated | Total of continuing operations |
Total | |
|---|---|---|---|---|---|---|---|---|
| Total gross segment sales | 230.522 | 85.748 | 80.184 | 25.033 | 5.201 | - | 426.688 | 426.688 |
| Inter-segment sales | (24.433) | (943) | (980) | (102) | (130) | (4) | (26.591) | (26.591) |
| Net sales | 206.090 | 84.805 | 79.204 | 24.932 | 5.072 | (4) | 400.097 | 400.097 |
| Operating profit/ (loss) | 5.795 | 2.440 | 10.588 | 5.140 | 2.810 | 347 | 27.121 | 27.121 |
| Finance (costs)/ revenues | (1.482) | (340) | (365) | (722) | (843) | (14) | (3.765) | (3.765) |
| Share of profit/ (loss) of Associates | - | - | - | - | - | - | - | - |
| Profit/ (Loss) before income tax | 4.313 | 2.100 | 10.224 | 4.419 | 1.968 | 333 | 23.356 | 23.357 |
| Income tax expense (note 20) | (7.057) |
Profit/ (Loss) after tax for the period 16.300
| Information technology products |
Information technology services |
Postal services | Electronic payments |
Production of electric power from renewable sources |
Unallocated | Total of continuing operations |
Total | |
|---|---|---|---|---|---|---|---|---|
| Total gross segment sales | 192.865 | 65.776 | 75.197 | 31.390 | 1.724 | - | 366.952 | 366.953 |
| Inter-segment sales | (19.036) | (834) | (1.048) | (15) | (113) | (1) | (21.047) | (21.048) |
| Net sales | 173.830 | 64.942 | 74.149 | 31.375 | 1.611 | (1) | 345.905 | 345.905 |
| Operating profit/ (loss) | 2.058 | 770 | 8.635 | 8.437 | 1.043 | 133 | 21.076 | 21.076 |
| Finance (costs)/ revenues | (1.011) | (194) | (265) | (1.580) | (194) | 42 | (3.202) | (3.203) |
| Share of profit/ (loss) of Associates | - | - | - | 44 | - | - | 44 | 44 |
| Profit/ (Loss) before income tax | 1.048 | 576 | 8.371 | 6.901 | 849 | 175 | 17.917 | 17.917 |
| Income tax expense (note 20) | (5.901) | |||||||
| Profit/ (Loss) after tax for the period | 12.016 |
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 |
Buildings under construction |
Furniture and other equipment |
Total | |
|---|---|---|---|---|---|
| GROUP - Cost | |||||
| 1st January 2018 | 29.689 | 56.515 | 4.423 | 28.387 | 119.014 |
| Additions | 532 | 1.308 | - | 1.507 | 3.347 |
| Disposals / Write-offs | (247) | (1.106) | - | (986) | (2.338) |
| Acquisition of subsidiaries | 4.189 | 11.199 | - | - | 15.388 |
| Impairment | - | (1.118) | (750) | - | (1.868) |
| 31 December 2018 | 34.164 | 66.799 | 3.673 | 28.908 | 133.543 |
| Accumulated depreciation | |||||
| 1st January 2018 | (9.522) | (22.097) | - | (22.949) | (54.568) |
| Depreciation charge | (412) | (8.625) | - | (1.568) | (10.605) |
| Disposals / Write-offs | 23 | 448 | - | 686 | 1.157 |
| Acquisition of subsidiaries | (1.011) | (2.976) | - | - | (3.987) |
| 31 December 2018 | (10.922) | (33.250) | - | (23.831) | (68.003) |
| Net book value at 31 December 2018 | 23.242 | 33.548 | 3.673 | 5.076 | 65.540 |
| 1 January 2019 | 34.164 | 66.799 | 3.673 | 28.908 | 133.542 |
| Additions | 468 | 439 | - | 1.009 | 1.916 |
| Disposals / Write-offs | (381) | (1.397) | - | (4.583) | (6.362) |
| Acquisition of subsidiaries | 1.802 | 16.861 | - | 55 | 18.718 |
| Impairments | - | (105) | - | - | (105) |
| Reclassifications 30 September 2019 |
- 36.053 |
(2.160) 80.436 |
- 3.673 |
- 25.389 |
(2.160) 145.551 |
| Accumulated depreciation | |||||
| 1 January 2019 | (10.922) | (33.250) | - | (23.831) | (68.003) |
| Depreciation charge | (439) | (6.519) | - | (1.153) | (8.111) |
| Disposals / Write-offs | 51 | 775 | - | 4.581 | 5.408 |
| Acquisition of subsidiaries | (159) | (4.819) | - | (27) | (5.006) |
| Reclassifications | - | 2.160 | - | - | 2.160 |
| 30 September 2019 | (11.469) | (41.654) | - | (20.429) | (73.553) |
| Net book value at 30 September 2019 | 24.584 | 38.783 | 3.673 | 4.960 | 71.998 |
(Amounts presented in thousand Euro except otherwise stated)
| Land and buildings |
Vehicles and machinery |
Furniture and other equipment |
Total | |
|---|---|---|---|---|
| COMPANY - Cost | ||||
| 12.980 | 320 | 1.815 | 15.114 | |
| - | - | 18 | 18 | |
| - | - | (198) | (198) | |
| 12.980 | 320 | 1.636 | 14.936 | |
| Accumulated depreciation | ||||
| (5.561) | (316) | (1.465) | (7.342) | |
| (16) | (1) | (60) | (77) | |
| - | - | 85 | 85 | |
| (5.578) | (317) | (1.440) | (7.335) | |
| Net book value at 31 December 2018 | 7.402 | 3 | 196 | 7.601 |
| 12.980 | 320 | 1.636 | 14.936 | |
| - | - | 7 | 7 | |
| 12.980 | 320 | 1.642 | 14.942 | |
| 1.643 | ||||
| Accumulated depreciation | (5.578) | (317) | (1.440) | (7.335) |
| (12) | (1) | (37) | (51) | |
| (5.591) | (318) | (1.477) | (7.385) | |
| Net book value at 30 September 2019 | 7.389 | 2 | 166 | 7.556 |
The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 18.
The Goodwill of the Group are analyzed as follows:
| GROUP | |||
|---|---|---|---|
| 30/9/2019 | 31/12/2018 | ||
| At the beginning of the year | 31.649 | 27.225 | |
| Additions | 12.776 | 4.424 | |
| At the end | 44.424 | 31.649 |
The amount of € 44.424 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 a total amount of €18.889 thousand of temporary and definitive goodwill on acquisitions of indirect subsidiaries.
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 five-year period.
In the previous year 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: 9,9%, sales growth rate: 3%, EBITDA margin: 2,33%, growth rate in perpetuity: 1,5%. Concerning the segment of courier services, the key assumptions are: discount rate: 9,9%, sales growth rate: 5%, EBITDA margin:12,8%, growth rate in perpetuity: 1,5%. Relating to the segment of financial services: discount rate: 9,9%, sales growth rate: 0%, EBITDA margin: 33%, growth rate in perpetuity: 1,5%.
(Amounts presented in thousand Euro except otherwise stated)
Budgeted gross margin is based on last year's performance increased by the expected growth rate of return.
The intangible assets of the Group and the Company are analyzed as follows:
| Industrial property rights |
Software & Others |
Total | |
|---|---|---|---|
| GROUP - Cost | |||
| 1st January 2018 | 23.066 | 19.701 | 42.768 |
| Additions | - | 1.165 | 1.165 |
| Disposals / Write-offs | - | (31) | (31) |
| Impairment | (5.177) | - | (5.177) |
| 31 December 2018 | 17.889 | 20.833 | 38.724 |
| Accumulated depreciation | |||
| 1st January 2018 | (17.079) | (14.610) | (31.690) |
| Depreciation charge | (478) | (1.881) | (2.359) |
| Disposals / Write-offs | - | 31 | 31 |
| 31 December 2018 | (17.557) | (16.460) | (34.018) |
| Net book value at 31 December 2018 | 332 | 4.374 | 4.706 |
| 1 January 2019 | 17.889 | 20.834 | 38.724 |
| Additions | - | 1.052 | 1.052 |
| Impairment | - | (124) | (124) |
| 30 September 2019 | 17.889 | 21.762 | 39.651 |
| Accumulated depreciation | |||
| 1 January 2019 | (17.557) | (16.460) | (34.018) |
| Depreciation charge | (267) | (1.303) | (1.569) |
| Impairment | - | 124 | 124 |
| 30 September 2019 | (17.824) | (17.638) | (35.463) |
| Net book value at 30 September 2019 | 65 | 4.123 | 4.188 |
(Amounts presented in thousand Euro except otherwise stated)
| Software & Others |
Total | |
|---|---|---|
| COMPANY - Cost | ||
| 1st January 2018 | 46 | 46 |
| Additions | - | - |
| 31 December 2018 | 46 | 46 |
| Accumulated depreciation | ||
| 1st January 2018 | (15) | (15) |
| Depreciation charge | (10) | (10) |
| 31 December 2018 | (25) | (25) |
| Net book value at 31 December 2018 | 21 | 21 |
| 1 January 2019 | 46 | 46 |
| Additions | 2 | 2 |
| 30 September 2019 | 48 | 48 |
| Accumulated depreciation | ||
| 1 January 2019 | (25) | (25) |
| Depreciation charge | (12) | (12) |
| 30 September 2019 | (38) | (38) |
| Net book value at 30 September 2019 | 10 | 10 |
In the previous year, during the annual assessment of the Management for the recovery of the intangible asset (trade name) of the subsidiary Unisystems SA, an impairment loss of €5,177 thousand arose. Following the above impairment, its undepreciated value as at December 31st, 2018 amounted to €314 thousand.
This relates to an intangible asset recognized at Group level of an initial amount of €15,600 thousand, which is amortized in over 30 years and relates to the Unisystems brand name that arose during the acquisition of the aforementioned subsidiary in 2007 and is covered by valuation with the method of Discounted Cash Flow (DCF). In previous 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: 9,9%, sales increase: 5%, EBITDA margin: 3% and growth rate in perpetuity:1%.
The change of investment properties of the Group is as follows:
| GROUP | |||
|---|---|---|---|
| 30/9/2019 | 31/12/2018 | ||
| 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 | (5.405) | (5.395) | |
| Depreciations | (7) | (10) | |
| Balance at the end | (5.412) | (5.405) | |
| Net book value at the end | 2.818 | 2.825 | |
The amount of € 2.818 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
(Amounts presented in thousand Euro except otherwise stated)
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 | ||
|---|---|---|
| 30/9/2019 | 31/12/2018 | |
| Balance at the beginning of the year | 64.434 | 67.276 |
| Additions | 7.357 | 6 |
| Capital return of subsidiaries | (3.568) | (2.847) |
| Capital decrease of subsidiaries | (5) | - |
| Balance at the end | 68.220 | 64.434 |
The amount of euro 7.357 thousand mainly refers to the share capital increase of the subsidiary «Quest Energy S.A.» The amount of euro (3.568) thousand related to the share capital decrease with cash return of subsidiary «Info Quest Technologies S.A.» and the share capital decrease with cash return of subsidiary «Unisystems S.A.».
The amount of euro (2,847) thousand relates to the partial impairment of the wholly-owned subsidiary Unisystems SA in the financial statements of the Company. For the calculation of the above impairment, the Discounted Cash Flow (DCF) method was performed at the end of the previous financial 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: 9,9%, sales increase: 5%, EBITDA margin: 3% and growth rate in perpetuity:1%.
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS S.A. | Greece | 64.932 | (38.980) | 25.952 | 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 | 17.168 | - | 17.168 | 100,00% |
| QUEST onLINE S.A. | Greece | 810 | (810) | - | 100,00% |
| INFO QUEST Technologies S.A. | Greece | 26.461 | (13.431) | 13.030 | 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% |
| CARDLINK ONE S.A. | Greece | 281 | - | 281 | 85,00% |
| Quest international SRL | Belgium | 100 | - | 100 | 100,00% |
| 142.787 | (74.567) | 68.220 |
(Amounts presented in thousand Euro except otherwise stated)
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS S.A. | Greece | 66.947 | (38.980) | 27.967 | 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 | 30 | - | 30 | 100,00% |
| 139.002 | (74.567) | 64.435 |
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".
(Amounts presented in thousand Euro except otherwise stated)
The Group has significant influence over the below associates. The Group's interest in these associates is accounted for using the equity method in the consolidated financial statements. The following table illustrates the summarized financial information of the Group's investment in associates:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Balance at the beginning of the year | 173 | 843 | - | 700 |
| Transfer to financial assets at amortised cost | - | (843) | - | (700) |
| Percentage of associates' profits / (losses) | - | 173 | - | - |
| Balance at the end | 173 | 173 | - | - |
The amount of the € (843) thousand relates to the reclassification of the 10% shareholding of the Company to the company Impact SA to the financial assets measured at amortized cost, based on the private agreement as of December 20th, 2018, entered into by the Company, which provides for the transfer of all its shares held at the above value (Note 15 - Financial assets measured at amortized cost).
"NUBIS S.A." (43,26% associate) , and Park Mobile Hellas SA ." (40 % associate) and ACS Cyprus ltd." (20 % associate) are also included as associates of the Company ("Quest Holdings").
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Balance at the beginning of the year | 4.376 | 3.419 | 3.976 | 3.250 |
| Additions | 352 | 322 | - | 125 |
| Disposals | (374) | (125) | (374) | (99) |
| Impairment | - | (74) | - | - |
| Transfer from Investments in associates | - | 843 | - | 700 |
| Other | - | (9) | - | - |
| Balance at the end | 4.352 | 4.376 | 3.602 | 3.976 |
| Non-current assets | 4.287 | 4.334 | 3.601 | 3.976 |
| Current assets | 66 | 43 | - | - |
| 4.352 | 4.376 | 3.601 | 3.976 |
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.
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 | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Balance at the beginning of the year | 4.071 | 4.210 | 16 | 14 |
| Revaluation at fair value | 130 | (140) | - | 2 |
| Other | - | - | - | - |
| Balance at the end | 4.201 | 4.071 | 16 | 16 |
The Financial Assets at fair value through P&L comprise listed shares and bonds regards to relevant investment by ACS in EU Company Bonds and Mutual Funds. The fair values of listed securities are based on published period-end bid prices on the date of the financial information.
| Number of shares | Ordinary shares Share premium | Total | ||
|---|---|---|---|---|
| 1st January 2018 | 11.913.632 | 8.101 | 106 | 8.207 |
| Share Capital decrease | - | (4.527) | - | (4.527) |
| 31 December 2018 | 11.913.632 | 3.574 | 106 | 3.680 |
| 1 January 2019 | 11.913.632 | 3.574 | 106 | 3.680 |
| Split | 23.827.264 | - | - | - |
| 30 September 2019 | 35.740.896 | 3.574 | 106 | 3.680 |
The Ordinary General Meeting of the Company's shareholders, held on 25.06.2019, decided inter alia the reduction of the nominal share value from Euros 0.30 to Euros 0.10 Euro and the simultaneous increase of the total number of shares from 11.913.632 to 35.740.896 common registered voting shares (split). The aforementioned 23.827.264 new shares shall be distributed free-of-charge to the shareholders of the Company in replacement ratio of 3 new common registered shares for each 1 old common registered share. Following the above corporate change, the share capital of the Company remains at the amount of Euros 3.574.089,60, divided into 35.740.896 common registered voting shares with a nominal value of Euro 0.10 each.
The Extraordinary General Meeting of the Company's Shareholders on November 26th, 2018, decided to reduce the Company's share capital by reducing the shares' nominal value by €0.38 per share and returning the amount of the capital reduction to the shareholders in cash. Thus, the Company's share capital amounts to three million five hundred seventy-four thousand eighty-nine euros and sixty cents (€3,574,089.60) and is divided into eleven million nine hundred thirteen thousand and six hundred thirty-two (11,913,632) intangible ordinary nominal shares of nominal value thirty cents of Euro (€0.30) each.
At the end of the current period, the Company did not hold own shares.
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Non-current borrowings | ||||
| Bank borrowings | 3.356 | 2.179 | - | - |
| Bonds | 5.807 | 1.325 | - | - |
| Finance lease liabilities | 2.170 | 5.723 | - | - |
| Total non-current borrowings | 11.333 | 9.227 | - | - |
| Current borrowings | ||||
| Bank borrowings | 55.076 | 21.014 | - | - |
| Bonds | 1.944 | 2.475 | - | - |
| Other borrowings (Factoring) | 4.702 | 111 | - | - |
| Finance lease liabilities | 4.778 | 4.615 | - | - |
| Total current borrowings | 66.500 | 28.214 | - | - |
| Total borrowings | 77.833 | 37.441 | - | - |
The Group has approved credit lines with financial institutions amounting to euro 120 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 | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Balance at the beginning of the year | 37.441 | 52.447 | - | - |
| Repayment of borrowings | (5.696) | (26.841) | - | - |
| Proceeds of borrowings | 39.047 | 771 | - | - |
| Acquisition of subsidiaries | 7.041 | 11.064 | - | - |
| Balance at the end | 77.834 | 37.441 | - | - |
Both the Company and the Group are not exposed to exchange risk since the total of borrowings for nine-months of 2019 was in euro.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Between 1 and 2 years | 5.478 | 7.184 | - | - |
| Between 2 and 3 years | 724 | 1.864 | - | - |
| Between 3 and 5 years | 5.131 | 178 | - | - |
| Over 5 years | - | - | - | - |
| 11.333 | 9.227 | - | - | |
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).
(Amounts presented in thousand Euro except otherwise stated)
On November 25th, 2015, Cardlink SA entered into a Bond Loan with Alpha Bank, amounting to 6.750 thousand Euros with a total rate of 4,25%. 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 total rate plus a margin of 4,65%. 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 | |||
|---|---|---|---|---|
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Letters of guarantee to customers securing contract performance | 6.943 | 5.641 | - | - |
| Letters of guarantee to participations in contests | 501 | 1.792 | - | - |
| Letters of guarantee for credit advance | 1.584 | 1.038 | - | - |
| Guarantees to banks on behalf of subsidiaries | 47.290 | 47.290 | 47.290 | 47.290 |
| Letters of guarantee to creditors on behalf of subsidiaries | 13.975 | 13.975 | 13.975 | 13.975 |
| Other | 10.333 | 8.890 | - | - |
| 80.626 | 78.625 | 61.265 | 61.265 |
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.
Upon the expiry of the 3rd Quarter of 2019, the following encumbrances on the movable property of companies of the Group exist:
For the company "Xylades Energy SA", the Amortized Loan Agreement of May 11th, 2012 has been concluded with the Greek Postal Savings Bank SA, in the amount of 2,548 thousand euros, for the security of which the Registered Pledge Agreement on Movable Property (Law 2844/2000) of July 23, 2012 has been concluded (Law 2844/2000), which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of such company have been pledged.
For the company "WIND SIEBEN VIOTIA ENERGY SA", the Amortized Loan Agreement of March 9th, 2012, has been concluded with the Commercial Bank of Greece SA in the amount of 3,500 thousand euros, for the security of which, the following security agreements have been concluded:
2.a The Pledge Agreement on Movable Property (Law 2844/2000) of May 11, 2012, which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of the company have been pledged and 2.b The Pledge Agreement on Securities of May 13, 2012.
(Amounts presented in thousand Euro except otherwise stated)
For the company "MYLOPOTAMOS FOS2 S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "ENERGIA FOTOS BETA XANTHIS SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "PHOTTOPOWER EVMIRIO BETA S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "PETROX SOLAR POWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "NUOVO KAVALA PHOTTOPOWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "BETA SUNENERGIA KARVALI SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.
For the company "ENERGIAKI MARKOPOULOU2 SA ", the Amortized Loan Agreement of April 1, 2013 has been concluded with Alpha Bank SA in the amount of 470 thousand euros, for the security of which the Pledge Agreement on Securities of February 20th, 2014 has been concluded.
For the company "Quest Pilou SA ", the Amortized Loan Agreement of July 25, 2019 has been concluded with National Bank of Greece SA in the amount of 15.000 thousand euros, for the security of which the Pledge Agreement on Securities of July 25, 2019 has been concluded.
For the company "Kinigos SA ", the Amortized Loan Agreement of December 18, 2013 has been concluded with National Bank of Greece SA in the amount of 12.766 thousand euros, for the security of which the Pledge Agreement on Securities of March 30, 2015 has been concluded.
Part of the borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.
At the financial information date, September 30, 2019, there are no capital expenditures that has been contracted for the Group and the Company.
Income tax expense of the Group and Company for the period ended September 30, 2019 and September 30, 2018 respectively was:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
|
| Current tax | (6.570) | (6.019) | - | - |
| Deferred tax | (487) | 118 | (1) | (47) |
| Total | (7.057) | (5.901) | (1) | (47) |
In addition, the cumulative provision for future tax liability concerning tax unaudited periods for September 30, 2019 and December 31st, 2018 were as follows:
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2019 31/12/2018 | 30/9/2019 | 31/12/2018 | ||
| Provision for unaudited years | 1.407 | 1.407 | - | - |
The Company and its Greek subsidiaries of the Group for the previous year 2018, as well as for the years from 2011 to 2018, 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 year 2019, 28% (2018, 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 each company's' Country of origin.
The corporate income tax rate in Greece is set at 28% for 2019. However, on the basis of article 23 of Law 4579/2018, it will gradually decrease by 1% per annum as follows:
There is no proposal for dividend distribution.
(Amounts presented in thousand Euro except otherwise stated)
The following transactions were carried out with related parties:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
01/01/2019- 30/9/2019 |
01/01/2018- 30/9/2018 |
|
| i) Sales of goods and services | ||||
| Sales of goods to: | 3.435 | 4.228 | - | - |
| - Other related parties | 3.435 | 4.228 | - | - |
| Sales of services to: | 1.203 | 1.068 | 802 | 750 |
| -Unisystems Group | - | - | 375 | 373 |
| -Info Quest Technologies | - | - | 182 | 185 |
| -ACS | - | - | 78 | 43 |
| -iStorm | - | - | 13 | 11 |
| -iSquare | - | - | 74 | 71 |
| - Other direct subsidiaries | - | - | 75 | 63 |
| - Other indirect subsidiaries | 43 | 22 | - | - |
| - Other related parties | 1.160 | 1.046 | 6 | 5 |
| Dividends | - | 430 | 5.470 | 3.432 |
| -Unisystems | - | - | - | - |
| -Info Quest Technologies | - | - | - | - |
| -ACS | - | - | 4.000 | 2.000 |
| -iSquare | - | - | 1.002 | 1.002 |
| - Other indirect subsidiaries | - | - | 36 | - |
| - Other related parties | - | 430 | 432 | 430 |
| 4.637 | 5.727 | 6.272 | 4.182 | |
| ii) Purchases of goods and services | ||||
| Purchases of goods from: | - | - | - | - |
| - Other related parties | - | - | - | - |
| Purchases of services from: | 1.361 | 1.333 | 126 | 128 |
| -Unisystems | - | - | 26 | 24 |
| -Info Quest Technologies | - | - | 31 | 34 |
| - Other direct subsidiaries | - | - | - | - |
| - Other indirect subsidiaries | 29 | 31 | - | - |
| - Other related parties | 1.332 | 1.302 | 69 | 69 |
| 1.361 | 1.333 | 126 | 128 | |
| iii) Benefits to management | ||||
| Salaries and other short-term employment benefits | 2.658 | 2.300 | 125 | 36 |
| 2.658 | 2.300 | 125 | 36 |
(Amounts presented in thousand Euro except otherwise stated)
| iv) Period end balances from sales-purchases of goods / servises / dividends | ||||
|---|---|---|---|---|
| GROUP | COMPANY | |||
| 30/9/2019 | 31/12/2018 | 30/9/2019 | 31/12/2018 | |
| Receivables from related parties: | ||||
| -Parent Company | - | - | - | - |
| -Unisystems | - | - | 92 | 96 |
| -Info Quest Technologies | - | - | 15 | 19 |
| -ACS | - | - | 7 | 7 |
| -iSquare | - | - | 10 | 10 |
| - Other direct subsidiaries | - | - | 10 | 2.012 |
| - Other indirect subsidiaries | 43 | 16 | 29 | 12 |
| - Other related parties | 3.238 | 2.503 | 449 | 16 |
| 3.281 | 2.519 | 612 | 2.171 | |
| Obligations to related parties: | ||||
| -Info Quest Technologies | - | - | 3 | 3 |
| -ACS | - | - | - | - |
| - Other indirect subsidiaries | 20 | 24 | - | - |
| - Other related parties | 91 | 60 | 3 | 2 |
| 110 | 84 | 6 | 5 | |
| 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 | ||
|---|---|---|
| 01/01/2019- 30/9/2019 |
01/01/2018- 30/6/2018 |
|
| Earnings/ (Losses) from continuing operations attributable to equity holders of the Company |
15.804 | 11.324 |
| Weighted average number of ordinary shares in issue (in thousand) | 35.741 | 35.741 |
| Basic earnings/ (losses) per share (Euro per share) | 0,4422 | 0,3168 |
(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 & 2014-2018 |
| * Unisystems S.A. | www.unisystems.com | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - Unisystems Belgium S.A. | - | Belgium | 100,00% | 100,00% | Full | 2009-2018 |
| - Unisystems B.V. | Holland | 100,00% | 100,00% | Full | - | |
| - Parkmobile Hellas S.A. | - | Greece | 40,00% | 40,00% | Equity Method | 2007-2018 |
| - Unisystems Cyprus Ltd | - | Cyprus | 100,00% | 100,00% | Full | 2007-2018 |
| - Unisystems Information Technology Systems SRL | - | Romania | 100,00% | 100,00% | Full | 2007-2018 |
| * ACS S.A. | www.acscourier.net | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - GPS INVEST LIMITED | - | United Kingdom | 100,00% | 100,00% | Full | - |
| - GPS Postal Services IKE | www.genpost.gr | Greece | 100,00% | 100,00% | Full | - |
| - ACS Cyprus ltd | - | Cyprus | 20,00% | 20,00% | Equity Method | - |
| * Quest Energy S.A. | www.questenergy.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - Wind farm of Viotia Amalia S.A. | www.aioliko-amalia.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - Wind farm of Viotia Megalo Plai S.A. | www.aioliko-megaloplai.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - Quest Aioliki Livadiou Larisas Ltd | www.questaioliki-livadi.gr | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2018 |
| - Quest Aioliki Servion Kozanis Ltd | www.questaioliki-servia.gr | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2018 |
| - Quest Aioliki Distomou Megalo Plai Ltd | www.questaioliki-megaloplai.gr | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2018 |
| - Quest Aioliki Sidirokastrou Hortero Ltd | www.questaioliki-hortero.gr | Greece | 98,67% | 98,67% | Full | 2010 & 2014-2018 |
| - Xylades Energeiaki S.A. | www.xyladesenergiaki.gr/ | Greece | 99,00% | 99,00% | Full | 2007-2018 |
| - BETA SUNENERGIA KARVALI S.A. | www.betakarvali.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - Fos Energia Kavalas S.A. | www.foskavala.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - NUOVO KAVALA PHOTOPOWER S.A. | www.nuovophoto.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - Energia fotos beta Xanthis S.A. | www.fosxanthi.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - PETROX SOLAR POWER S.A. | www.petroxsolar.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - PHOTOPOWER EVMIRIO BETA S.A. | www.photoevmirio.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - Mylopotamos fos 2 S.A. | www.mylofos2.gr | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - Wind Sieben S.A. | www.windsieben.gr/ | Greece | 100,00% | 100,00% | Full | 2007-2018 |
| - Energiaki Markopoulou 2 S.A. | www.enma2.gr | Greece | 100,00% | 100,00% | Full | 2010-2018 |
| - ADEPIO LTD | - | Cyprus | 100,00% | 100,00% | Full | - |
| - Quest Pilou S.A. | - | Greece | 100,00% | 100,00% | Full | - |
| - Kinigos S.A. | www.atgke-kinigos.gr | Greece | 100,00% | 100,00% | Full | - |
| * iSquare S.A. | www.isquare.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| 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 & 2014-2018 |
| * Cardlink S.A. | www.cardlink.gr | Greece | 100,00% | 85,00% | Full | 2010 & 2014-2018 |
| * iStorm S.A. | www.store.istorm.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - iStorm Cyprus ltd | - | Cyprus | 100,00% | 100,00% | Full | - |
| * QuestOnLine S.A. | www.qol.gr | Greece | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| * Cardlink one S.A. | www.you.gr | Greece | 85,00% | 85,00% | Full | 2014-2018 |
| * DIASIMO Holding ltd | - | Cyprus | 100,00% | 100,00% | Full | 2010 & 2014-2018 |
| - Blue onar ltd | - | Cyprus | 50,00% | 50,00% | Equity Method | - |
| * Quest International SRL | www.questinternational.eu | Belgium | 100,00% | 100,00% | Full | - |
| * Nubis S.A. | www.nubis.gr | Greece | 42,60% | 43,26% | Equity Method | - |
| * Impact S.A. | www.impact.gr | Greece | 10,00% | 10,00% | - | - |
| - ΤΕΚΑ Α.Ε. | www.tekasystems.gr/el/ | Greece | 25,00% | 25,00% | - | - |
| - COSMOS BUSINESS SYSTEMS AE | www.sbs.gr | Greece | 16,88% | 16,88% | - | - |
* Direct investment
** Parent Company
Number of employees at end of period: Group 1.894, Company 5 and the end of the previous year: Group 1.744, Company 5.
The Group has significant dispersion of activities, as a result there are not sighs of seasonality. The sales of the nine-months approach proportionality the total year sales.
(Amounts presented in thousand Euro except otherwise stated)
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.
The Group and the Company lease assets including land & building and transportation means. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
| GROUP | |||||
|---|---|---|---|---|---|
| Land and buildings |
Vehicles | Machinery | Total | ||
| 1 January 2019 | 18.823 | 2.732 | 20 | 21.574 | |
| Additions | 1.707 | 363 | - | 2.070 | |
| Depreciation charge | (2.464) | (667) | (7) | (3.137) | |
| Early termination of contracts | (6) | (21) | - | (27) | |
| Changes in contract estimates | 398 | - | - | 398 | |
| 30 September 2019 | 18.464 | 2.407 | 13 | 20.885 | |
| COMPANY | |||||
| Land and buildings |
Vehicles | Machinery | Total |
| 619 | 43 | - | 662 |
|---|---|---|---|
| (60) | (8) | - | (68) |
| 560 | 35 | - | 595 |
The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 4,8% for the Group and the Company.
| 31/12/2018 23.640 23.640 20.340 3.300 |
- - - - |
30/09/2019 602 602 520 82 |
31/12/2018 - - |
|---|---|---|---|
| - | 602 | - | |
| - | - | ||
| 30/9/2019 | 31/12/2018 | ||
| - | |||
| 23.640 30/9/2019 3.300 11.640 8.700 23.640 |
31/12/2018 - - - - |
82 342 178 602 |
(Amounts presented in thousand Euro except otherwise stated)
The Company in 2019 acquired the 100% of the share capital of the company "Energiaki Markopoulou 2 S.A.", through its indirect subsidiary company "Wind Sieben S.A." (note 11). The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiary:
(Amounts in thousand euro)
| Energiaki Markopoulou 2 S.A. |
|
|---|---|
| - Cash paid - Direct costs related to the acquisition |
1.183 0 |
| Total purchase consideration | 1.183 |
| Assets | Accounting value |
| Non-current assets | 560 |
| Short-term receivables | 60 |
| Cash and cash equivalents | 409 |
| Total assets | 1.029 |
| Liabilities | |
| Long-term liabilities | 347 |
| Short-term liabilities | 73 |
| Total liabilities | 420 |
| Net assets | 610 |
| Percentage (%) acquired | 100% |
| Net assets acquired | 610 |
| Consideration paid in cash Assets acquired |
1.183 610 |
| Temporary goodwill | 573 |
| Consideration paid in cash | 1.183 |
| Cash of subsidiary on acquisition date | 409 |
| Net cash out flow | 774 |
The Company in 2019 acquired the 100% of the share capital of the company "Kinigos S.A.", through its indirect subsidiary company "Quest Pilou S.A." (note 11). The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiary:
(Amounts presented in thousand Euro except otherwise stated)
| Kinigos S.A. | |
|---|---|
| - Cash paid | 21.262 |
| - Direct costs related to the acquisition | 0 |
| Total purchase consideration | 21.262 |
| Accounting value | |
| Assets | |
| Non-current assets | 13.160 |
| Short-term receivables | 1.903 |
| Cash and cash equivalents | 2.474 |
| Total assets | 17.538 |
| Liabilities | |
| Long-term liabilities | 5.958 |
| Short-term liabilities | 2.521 |
| Total liabilities | 8.479 |
| Net assets | 9.059 |
| Percentage (%) acquired | 100% |
| Net assets acquired | 9.059 |
| Consideration paid in cash | 21.262 |
| Assets acquired | 9.059 |
| Temporary goodwill | 12.203 |
| Consideration paid in cash | 21.262 |
| Cash of subsidiary on acquisition date | 2.474 |
| Net cash out flow | 18.788 |
On November 19th, 2018, the wholly owned subsidiary of the Company under the name "Quest Energiaki Ktimatiki SA" proceeded to the acquisition of the following seven photovoltaic power stations of 1MW each, located in the Industrial Area of Northern Greece. The acquisition price for all project operators (7MW) was €4,320 thousand.
The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiaries:
(Amounts presented in thousand Euro except otherwise stated)
Purchase consideration : (Amounts in thousand euro)
| BETA SUNENERGIA KARVALI S.A. |
Fos Energia Kavalas S.A. |
NUOVO KAVALA PHOTOPOWER S.A. |
Energia fotos beta Xanthis S.A. |
|
|---|---|---|---|---|
| - Cash paid | 832 | 600 | 612 | 451 |
| - Direct costs related to the acquisition | 0 | 0 | 0 | 0 |
| Total purchase consideration | 832 | 600 | 612 | 451 |
| Accounting value | ||||
| Assets | ||||
| Non-current assets | 1.659 | 1.637 | 1.598 | 1.633 |
| Short-term receivables | 167 | 164 | 159 | 152 |
| Cash and cash equivalents | 127 | 76 | 93 | 65 |
| Total assets | 1.953 | 1.877 | 1.850 | 1.850 |
| Liabilities | ||||
| Long-term liabilities | 1.458 | 1.481 | 1.484 | 1.497 |
| Short-term liabilities | 388 | 445 | 400 | 474 |
| Total liabilities | 1.846 | 1.926 | 1.884 | 1.971 |
| Net assets | 107 | -49 | -34 | -121 |
| Percentage (%) acquired | 100% | 100% | 100% | 100% |
| Net assets acquired | 107 | -49 | -34 | -121 |
| Consideration paid in cash | 832 | 600 | 612 | 451 |
| Assets acquired | 107 | -49 | -34 | -121 |
| Temporary goodwill | 725 | 649 | 646 | 572 |
| Consideration paid in cash | 832 | 600 | 612 | 451 |
| Cash of subsidiary on acquisition date | 127 | 76 | 93 | 65 |
| Net cash out flow | 705 | 524 | 519 | 386 |
(Amounts presented in thousand Euro except otherwise stated)
| PETROX SOLAR POWER S.A. |
PHOTOPOWER EVMIRIO BETA S.A. |
Mylopotamos fos 2 S.A. |
Total | |
|---|---|---|---|---|
| - Cash paid | 601 | 584 | 640 | 4.320 |
| - Direct costs related to the acquisition | 0 | 0 | 0 | 0 |
| Total purchase consideration | 601 | 584 | 640 | 4.320 |
| Accounting value | ||||
| Assets | ||||
| Non-current assets | 1.609 | 1.621 | 1.644 | 11.401 |
| Short-term receivables | 156 | 150 | 227 | 1.175 |
| Cash and cash equivalents | 102 | 92 | 94 | 649 |
| Total assets | 1.867 | 1.863 | 1.965 | 13.225 |
| Liabilities | ||||
| Long-term liabilities | 1.490 | 1.495 | 1.506 | 10.411 |
| Short-term liabilities | 418 | 441 | 351 | 2.917 |
| Total liabilities | 1.908 | 1.936 | 1.857 | 13.328 |
| Net assets | -41 | -73 | 108 | -103 |
| Percentage (%) acquired | 100% | 100% | 100% | 700% |
| Net assets acquired | -41 | -73 | 108 | -103 |
| Consideration paid in cash | 601 | 584 | 640 | 4.320 |
| Assets acquired | -41 | -73 | 107 | -104 |
| Temporary goodwill | 642 | 657 | 533 | 4.424 |
| Consideration paid in cash | 601 | 584 | 640 | 4.320 |
| Cash of subsidiary on acquisition date | 102 | 92 | 94 | 649 |
| Net cash out flow | 499 | 492 | 546 | 3.671 |
The Extraordinary General Meeting of Shareholders of 15.10.2019 decided to increase the share capital of the Company by the amount of euro 2,859,271.68, by increasing the nominal value of each share by € 0.08 (from € 0.10 to € 0.18) and by capitalising a part of the excess mandatory reserve, and at the same time to reduce the Company's share capital by the amount of euro 5,003,725.44, by reducing the nominal value of each share by € 0.14 (from € 0.18 to € 0.04), aiming at a Return of Capital in cash to the shareholders, in the amount of euro 5,003,725.44, namely € 0.14 per share.
Following the aforementioned increase and decrease, the share capital shall amount to euro 1,429,635.84 and is divided into 35,740,896 dematerialised ordinary shares with a nominal value of € 0.04 EUR.
Decision no. 116052/12.11.2019 by the Ministry of Development and Investment, approving the amendment of Article 5 of the Company's Articles of Association, was registered on 12.11.2019 with the General Electronic Commercial Registry (GECR) under Registration Code No. 1969022.
The Athens Stock Exchange Corporate Actions Committee was informed during its meeting on 21.11.2019 of the increase and decrease of the nominal value of the Company's shares and the Return of Capital in cash to the Company's shareholders in the amount of € 0.14 per share.
Following the above, on 25.11.2019 the Company's shares were traded on the Athens Stock Exchange at their new nominal value of € 0.04 per share, without the right to participate in the Return of Capital in cash to the shareholders, in the amount of € 0.14 per share. As of the same date, the starting price of the Company's shares on the Athens Stock Exchange was settled pursuant to the Athens Stock Exchange Regulation in conjunction with the Athens Stock Exchange BoD Decision no. 26, as currently in force.
(Amounts presented in thousand Euro except otherwise stated)
Beneficiaries of the Return of Capital were the shareholders who were registered with the Dematerialised Securities System on 26.11.2019.
The Return of Capital payment will be done on 29.11.2019 through ALPHA BANK.
Τhere are no other significant events that could have a material impact on the Group's and Company's financial statements that have occurred since the date of issue of these financial statements.
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