Quarterly Report • Jun 10, 2020
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, June 9th 2020
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 June 9th, 2020, 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 Deputy C.E.O.
Theodore Fessas Apostolos Georgantzis Markos Bitsakos
The Group Financial Controller The Chief Accountant
Dimitris Papadiamantopoulos Konstantinia Anagnostopoulou
(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 |
| 4 | Critical accounting estimates and judgments | 11 |
| 5 | Critical accounting estimates and assumptions | 12 |
| 6 | Segment information | 13 |
| 7 | Property, plant and equipment | 14 |
| 8 | Goodwill | 15 |
| 9 | Intangible assets | 16 |
| 10 | Investment properties | 17 |
| 11 | Investments in subsidiaries | 18 |
| 12 | Investments in associates | 19 |
| 13 | Financial assets at fair value through profit or loss | 20 |
| 14 | Share capital | 20 |
| 15 | Borrowings | 21 |
| 16 | Contingencies | 22 |
| 17 | Guarantees | 23 |
| 18 | Commitments | 24 |
| 19 | Income tax expense | 24 |
| 20 | Dividends | 24 |
| 21 | Related party transactions | 25 |
| 22 | Earnings per share | 26 |
| 23 | Periods unaudited by the tax authorities | 27 |
| 24 | Number of employees | 27 |
| 25 | Seasonality | 28 |
| 26 | Right-of-use assets | 28 |
| 27 | Lease liabilities | 28 |
| 28 | Business Combination | 29 |
| 29 | Events after the balance sheet date of issuance | 34 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| ASSETS | |||||
| Non-current assets | |||||
| Property, plant and equipment | 7 | 69.184 | 68.426 | 7.536 | 7.541 |
| Right-of-use assets | 26 | 25.216 | 26.033 | 550 | 572 |
| Goodwill | 8 | 31.997 | 31.398 | - | - |
| Other intangible assets | 9 | 20.701 | 21.067 | 5 | 6 |
| Investment Properties | 10 | 2.814 | 2.816 | - | - |
| Investments in subsidiaries | 11 | - | - | 67.940 | 67.940 |
| Investments in associates | 12 | 173 | 173 - | - | |
| Financial assets at fair value through P&L | 4.197 | 4.145 | 3.452 | 3.452 | |
| Contract assets | 130 | 130 | - | - | |
| Financial lease | 2.567 | 2.505 | - | - | |
| Deferred income tax asset | 13.173 | 11.441 | - | - | |
| Trade and other receivables | 1.130 | 1.239 | 28 | 28 | |
| 171.281 | 169.373 | 79.510 | 79.538 | ||
| Current assets | |||||
| Inventories | 31.499 | 31.495 | - | - | |
| Trade and other receivables | 131.198 | 125.093 | 1.025 | 330 | |
| Contract assets | 19.729 | 14.986 | - | - | |
| Receivables from financial leases | 487 | 337 | - | - | |
| Derivatives | 98 | - | - | - | |
| Financial assets at fair value through P&L | 13 | 3.045 | 3.226 | 18 | 18 |
| Current income tax asset | 4.154 | 3.623 | 5 | 5 | |
| Cash, cash equivalents and restricted cash | 81.748 | 75.195 | 1.543 | 2.748 | |
| 271.957 | 253.955 | 2.590 | 3.100 | ||
| Non Current Assets classified as held for sale | - | - | - | - | |
| Total assets | 443.238 | 423.327 | 82.100 | 82.638 | |
| EQUITY | |||||
| Capital and reserves attributable to the Company's shareholders | |||||
| Share capital | 14 | 1.430 | 1.430 | 1.430 | 1.430 |
| Share premium | 106 | 106 | 106 | 106 | |
| Other reserves | 5.248 | 5.248 | 7.841 | 7.841 | |
| Retained earnings | 139.511 | 134.964 | 70.942 | 70.878 | |
| Own shares | (146) | - | (146) | - | |
| 146.149 | 141.748 | 80.173 | 80.255 | ||
| Non-controling interests | 1.278 | 1.458 | - | - | |
| Total equity | 147.424 | 143.203 | 80.173 | 80.255 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Borrowings | 15 | 17.888 | 8.105 | - | - |
| Deferred tax liabilities | 17.547 | 16.699 | 771 | 760 | |
| Retirement benefit obligations | 9.997 | 9.778 | 27 | 26 | |
| Government Grants | 343 | 377 | - | - | |
| Contract liabilities | 4.503 | 4.503 | - | - | |
| Lease liabilities | 29 | 21.145 | 22.052 | 479 | 500 |
| Trade and other payables | 3.383 | 3.872 | 58 | 57 | |
| 74.807 | 65.386 | 1.334 | 1.343 | ||
| Current liabilities | |||||
| Trade and other payables | 108.698 | 148.027 | 510 | 959 | |
| Contract liabilities | 40.309 | 14.786 | - | - | |
| Current income tax liability | 4.862 | 1.200 | - | - | |
| Borrowings | 15 | 58.594 | 42.320 | - | - |
| Government Grants | 115 | 115 | - | - | |
| Derivative Financial Instruments | - | 61 | - | - | |
| 27 | |||||
| Lease liabilities | 8.199 | 8.000 | 84 | 82 | |
| Provisions for other current payables | 230 221.008 |
230 214.739 |
- 593 |
- 1.041 |
|
| Total liabilities | 295.815 | 280.126 | 1.927 | 2.383 | |
| Total equity and liabilities | 443.238 | 423.327 | 82.100 | 82.638 | |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | |||
|---|---|---|---|
| Note | 01/01/2020-31/3/2020 | 01/01/2019-31/3/2019 | |
| Sales | 6 | 147.748 | 124.996 |
| Cost of sales | (123.383) | (104.800) | |
| Gross profit | 24.364 | 20.196 | |
| Selling expenses | (8.450) | (5.196) | |
| Administrative expenses | (8.188) | (7.711) | |
| Other operating income / (expenses) net | 411 | 307 | |
| Other profit / (loss) net | 137 | 122 | |
| Operating profit | 8.274 | 7.717 | |
| Finance income | 276 | 103 | |
| Finance costs | (1.796) | (1.241) | |
| Finance costs - net | (1.519) | (1.138) | |
| Share of profit/ (loss) of associates | - | - | |
| Profit/ (Loss) before income tax | 6.755 | 6.579 | |
| Income tax expense | 19 | (2.307) | (2.041) |
| Profit/ (Loss) after tax for the period from continuing operations |
4.448 | 4.537 | |
| Attributable to : | |||
| Controlling interest | 4.355 | 4.412 | |
| Non-controlling interest | 93 | 125 | |
| 4.448 | 4.537 |
Earnings/(Losses) per share attributable to equity holders of the Company (in € per share)
| Basic and diluted | 0,1218 | 0,1234 |
|---|---|---|
(Amounts presented in thousand Euro except otherwise stated)
| 01/01/2020-31/3/2020 | 01/01/2019-31/3/2019 | ||
|---|---|---|---|
| Sales | - | - | |
| Cost of sales | - | - | |
| Gross profit | - | - | |
| Selling expenses | - | - | |
| Administrative expenses | (343) | (435) | |
| Other operating income / (expenses) net | 425 | 361 | |
| Other profit / (loss) net | (1) | - | |
| Operating profit | 82 | (74) | |
| Finance income | 0 | 5 | |
| Finance costs | (6) | (7) | |
| Finance costs - net | (6) | (3) | |
| Profit/ (Loss) before income tax | 76 | (77) | |
| Income tax expense | 19 | (12) | 21 |
| Profit/ (Loss) after tax for the period | 64 | (56) |
| GROUP COMPANY |
||||
|---|---|---|---|---|
| 01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
|
| Profit / (Loss) for the period | 4.448 | 4.537 | 64 | (56) |
| 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 |
4.448 | 4.537 | 64 | (56) |
| Attributable to: | ||||
| -Owners of the parent -Non-controlling interest |
4.355 93 |
4.411 125 |
(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 |
|
| Balance at 1 January 2019 | 3.680 | 7.982 | 127.708 | - | 139.371 | 765 | 140.133 |
| Profit/ (Loss) for the year | - | - | 7.892 | - | 7.892 | 402 | 8.293 |
| Other comprehensive income / (loss) for the year, net of tax | - | - | (176) | - | (176) | (1) | (177) |
| Total comprehensive income / (loss) for the year | - | - | 7.716 | - | 7.716 | 401 | 8.116 |
| Share Capital Decrease of mother company | (5.004) | - | - | - | (5.004) | - | (5.004) |
| Share Capital Increase | 2.859 | (3.177) | 318 | - | - | - | |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | (17) | - | (17) | 292 | 275 |
| Share Capital increase expenses | - | - | (318) | - | (318) | - | (318) |
| Reclassifications | - | 443 | (443) | - | - | - | - |
| Balance at 31 December 2019 | 1.535 | 5.248 | 134.964 | - | 141.748 | 1.458 | 143.203 |
| Balance at 1 January 2020 | 1.535 | 5.248 | 134.964 | - | 141.748 | 1.458 | 143.203 |
| Profit/ (Loss) for the period | - | - | 4.355 | - | 4.355 | 93 | 4.448 |
| Other comprehensive income / (loss) for the period, net of tax |
- | - | - | - | - | - | - |
| Total comprehensive income / (loss) for the period | - | - | 4.355 | - | 4.355 | 93 | 4.448 |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | 192 | - | 192 | (273) | (81) |
| Purchase of own shares | - | - | - | (146) | (146) | - | (146) |
| Balance at 31 March 2020 | 1.535 | 5.248 | 139.511 | (146) | 146.149 | 1.278 | 147.424 |
| Share capital | Other reserves |
Retained eairnings |
Own shares | Total Equity | |
|---|---|---|---|---|---|
| COMPANY | |||||
| Balance at 1 January 2019 | 3.680 | 11.019 | 78.456 | - | 93.153 |
| Profit/ (Loss) for the year | - | - | (7.576) | - | (7.576) |
| Other comprehensive income / (loss) for the year, net of tax | - | - | (2) | - | (2) |
| Total comprehensive income / (loss) for the year | - | - | (7.578) | - | (7.578) |
| Share Capital Decrease | (5.004) | - | - | - | (5.004) |
| Share Capital Increase | 2.859 | (3.177) | 318 | - | - |
| Share Capital Increase expenses | - | - | (318) | - | (318) |
| Balance at 31 December 2019 | 1.535 | 7.842 | 70.878 | - | 80.255 |
| Balance at 1 January 2020 | 1.535 | 7.842 | 70.878 | - | 80.255 |
| Profit/ (Loss) for the period | - | - | 64 | - | 64 |
| Other comprehensive income / (loss) for the period, net of tax |
- | - | - | - | - |
| Total comprehensive income / (loss) for the period | - | - | 64 | - | 64 |
| Purchase of own shares | - | - | - | (146) | (146) |
| Balance at 31 March 2020 | 1.535 | 7.842 | 70.942 | (146) | 80.173 |
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
|
| Profit/ (Loss) before tax | 6.755 | 6.579 | 76 | (77) | |
| Adjustments for: | |||||
| Depreciation of property, plant and equipment Amortization of investment properties |
7 10 |
1.584 2 |
2.633 2 |
9 - |
17 - |
| Amortization of intangible assets | 9 | 680 | 615 | 1 | 4 |
| Amortization of right-of-use assets | 26 | 2.157 | 1.000 | 23 | 23 |
| Impairments of intangible assets | 9 | - | 80 | - | - |
| Reversal of impairments of tangible assets | (623) | - | - | - | |
| Impairments of available for sale financial assets | 182 | (154) | - | - | |
| Interest income Interest expense |
(276) 1.796 |
(103) 1.241 |
- 6 |
(5) 7 |
|
| 12.258 | 11.892 | 114 | (30) | ||
| Changes in working capital | |||||
| (Increase) / decrease in inventories | (3) | (1.840) | - | - | |
| (Increase) / decrease in receivables | (10.837) | (1.931) | (695) | (49) | |
| Increase/ (decrease) in liabilities | (14.391) | (23.756) | (449) | 184 | |
| (Increase)/ decrease in derivative financial instruments | - | (32) | - | - | |
| Increase / (decrease) in retirement benefit obligations | 218 | 204 | 1 | 1 | |
| (25.012) | (27.356) | (1.143) | 137 | ||
| Net cash generated from operating activities | (12.755) | (15.464) | (1.029) | 106 | |
| Interest paid | (1.796) | (1.241) | (6) | (7) | |
| Income tax paid | (61) | (527) | - | (1) | |
| Net cash generated from operating activities | (14.611) | (17.231) | (1.035) | 99 | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment | 7 | (1.807) | (298) | (3) | (1) |
| Purchase of intangible assets | 9 | (314) | (176) | - | - |
| Purchase of financial assets | (51) | - | - | - | |
| Proceeds from sale of property, plant, equipment and intangible assets |
87 | 208 | - | - | |
| Net cash outflow for the acquisition of a subsidiary company | (868) | (774) | - | - | |
| Interest received | 276 | 103 | - | 5 | |
| Net cash used in investing activities | (2.677) | (937) | (3) | 4 | |
| Cash flows from financing activities | |||||
| Proceeds from borrowings | 15 | 26.492 | 11.483 | - | - |
| Repayment of borrowings | 15 | (434) | (2.431) | - | - |
| Repayment of lease liabilities | (2.059) | (1.063) | (20) | (23) | |
| Proceeds from sale/ (purchase) of own shares | (146) | - | (146) | - | |
| Others | (12) | - | - | - | |
| Net cash used in financing activities | 23.841 | 7.989 | (167) | (22) | |
| Net increase/ (decrease) in cash and cash equivalents | 6.553 | (10.179) | (1.205) | 80 | |
| Cash and cash equivalents at beginning of year | 75.195 | 63.164 | 2.748 | 3.611 | |
| Cash, cash equivalents and restricted cash at end of the period |
81.748 | 52.985 | 1.543 | 3.692 |
(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 March 31, 2020, according to International Financial Reporting Standards ("IFRS"). The names of the Group's subsidiaries are presented in Note 23 of this information.
The main activities of the Group are the distribution and trading 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 June 9th, 2020.
Shareholders composition is as follows:
| | Theodore Fessas | 50,02% |
|---|---|---|
| | Eftichia Koutsoureli | 25,25% |
| | Other investors | 24,73% |
Total 100%
The address of the Company is Argyroupoleos 2a str., Kallithea Attikis, Greece.
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 three-month period ended March 31, 2020 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, 2019.
The interim financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2019, 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 March 31, 2020.
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 January 2020. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
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 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 IFRSs.
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.
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.
(Amounts presented in thousand Euro except otherwise stated)
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the 'settlement' of a liability. The amendment has not yet been endorsed by the EU.
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.
Q1 2020 was not significantly affected by Covid19, confirming the initial management's expectations.
However, April's lockdown certainly influences both April and Q2 2020 results. Covid-19 may also affect next quarters based on the duration of the measures taken to suppress the pandemic and the course of the economy in general.
In more detail, the following information applies per segment:
IT Products: It is the Group's most severely affected segment with decrease in sales after the lockdown was imposed to physical retail stores. However, the negative effect was partially compensated by (a) online sales which substituted a large part of physical store sales (b) state interventions (rent and labor regulations) which reduced the companies' operating costs and (c) the timely payment of receivables. During the same period Quest On Line demonstrated significant revenue growth due to sales of "you.gr" online store sales. In total segment's sales during April declined less than 15%. After the lift of the lockdown, sales are recovering at previous levels.
IT Services: Unisystems is not particularly influenced for the moment. The company uses remote working practices extensively. Q1 sales growth continued also in April.
Postal Services: Demand for Courier services (~87% of ACS revenue mix) increased significantly during April, a trend which continues through May. In contrast postal services (~11% of ACS revenue mix) fall at a double-digit pace. On aggregate ACS sales grew during April, similarly to Q1 performance. The surge in demand for courier services led to extraordinary measures such as extra financial assistance to the company's agents, increased hires and overtime costs, urgent rents of storage spaces, and costs for new equipment. . These extraordinary measures will adversely impact ACS profitability in Q2. However, in the long term, the company volume is estimated to stabilize in higher levels, as the e-commerce growth trend continues.
Electronic Payments: Cardlink experienced a double digit YoY fall in revenues during April, due to the new agreement with the Banks and the lockdown, which is estimated at ~ -10%. Despite the fact that Q2 sales are expected to be adversely affected, the long term outlook of the company is positive since the post Covid19 habits seem to favor the use of cards against cash. During May transactions are sharply recovered to last year levels.
Renewable Energy Production (Quest Energy Group). There is no disruption in the production and distribution of solar energy, so no negative effect is expected in this sector.
The Group's cash position is solid, having near €150m in cash and available credit lines.
Therefore, given the current circumstances, it is expected that the Covid19 impact on the Group, is manageable, partly due to its diversification of businesses. The exact impact on its numbers depends on the length and intensity of the social distancing measures taken, the speed of the demand recovery after their withdrawal, the impact on tourism, the economy, the consumption and the measures to be taken by the State to support the Economy.
(Amounts presented in thousand Euro except otherwise stated)
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 31 of March 2020 and 31of March 2019 are analysed as follows:
1st January to 31 March 2020
| Information technology products |
Information technology services |
Postal services | Electronic payments |
Production of electric power from renewable sources |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Total gross segment sales | 90.939 | 30.415 | 27.019 | 8.177 | 1.978 | 149 | 158.677 |
| Inter-segment sales | (9.960) | (490) | (369) | (32) | (78) | (1) | (10.929) |
| Net sales | 80.979 | 29.925 | 26.650 | 8.145 | 1.900 | 148 | 147.748 |
| Operating profit/ (loss) | 1.944 | 842 | 3.268 | 1.064 | 1.020 | 135 | 8.274 |
| Finance (costs)/ revenues | (706) | 54 | (314) | (162) | (384) | (7) | (1.519) |
| Share of profit/ (loss) of Associates | - | - | - | - | - | - | - |
| Profit/ (Loss) before income tax | 1.238 | 896 | 2.954 | 902 | 636 | 129 | 6.755 |
| Income tax expense (note 19) | (2.307) | ||||||
| Profit/ (Loss) after tax for the period | 4.448 |
| Information technology products |
Information technology services |
Postal services | Electronic payments |
Production of electric power from renewable sources |
Unallocated | Total | |
|---|---|---|---|---|---|---|---|
| Total gross segment sales | 74.087 | 25.276 | 24.625 | 9.460 | 943 | - | 134.392 |
| Inter-segment sales | (8.662) | (310) | (328) | (52) | (42) | - | (9.395) |
| Net sales | 65.425 | 24.966 | 24.296 | 9.407 | 901 | - | 124.997 |
| Operating profit/ (loss) | 2.491 | 634 | 2.864 | 1.519 | 284 | (74) | 7.718 |
| Finance (costs)/ revenues | (419) | (92) | (130) | (256) | (238) | (3) | (1.138) |
| Share of profit/ (loss) of Associates | - | - | - | - | - | - | - |
| Profit/ (Loss) before income tax | 2.073 | 541 | 2.735 | 1.262 | 46 | (77) | 6.579 |
| Income tax expense (note 19) | (2.041) | ||||||
Profit/ (Loss) after tax for the period 4.539
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 2019 | 34.163 | 66.799 | 28.908 | 133.543 |
| Implementation of IFRS 16 | - | (24.280) | - | (24.280) |
| Adjusted Balance at 1 January 2019 | 34.163 | 42.519 | 28.908 | 109.263 |
| Additions | 2.529 | 706 | 1.570 | 4.805 |
| Disposals / Write-offs | (406) | (1.934) | (5.079) | (7.419) |
| Acquisition of subsidiaries | 2.032 | 17.916 | 55 | 20.003 |
| Impairment | - | - | - | (700) |
| Reclassifications | - | (189) | (13) | (201) |
| 31 December 2019 | 38.318 | 59.018 | 25.441 | 125.750 |
| Accumulated depreciation | ||||
| 1st January 2019 | (10.922) | (33.250) | (23.831) | (68.003) |
| Implementation of IFRS 16 | - | 14.980 | - | 14.980 |
| Adjusted Balance at 1 January 2019 | (10.922) | (18.270) | (23.831) | (53.023) |
| Depreciation charge | (549) | (3.733) | (1.643) | (5.925) |
| Transfer to non-current assets classified as held for sale (note 44) | 54 | 1.200 | 5.073 | 6.328 |
| Acquisition of subsidiaries | (159) | (4.819) | (27) | (5.006) |
| Reclassifications | - | 291 | 11 | 302 |
| 31 December 2019 | (11.575) | (25.332) | (20.417) | (57.324) |
| Net book value at 31 December 2019 | 26.743 | 33.687 | 5.023 | 68.426 |
| 1 January 2020 | 38.318 | 59.018 | 25.441 | 125.750 |
| Additions | 850 | 318 | 639 | 1.807 |
| Disposals / Write-offs | - | (189) | (5) | (193) |
| Impairments (reversal) | - | 623 | - | 623 |
| 31 March 2020 | 39.168 | 59.770 | 26.075 | 127.987 |
| Accumulated depreciation | ||||
| 1 January 2020 | (11.575) | (25.332) | (20.417) | (57.324) |
| Depreciation charge | (139) | (1.027) | (418) | (1.584) |
| Disposals / Write-offs | - | 103 | 3 | 106 |
| 31 March 2020 | (11.714) | (26.256) | (20.832) | (58.803) |
| Net book value at 31 March 2020 | 27.454 | 33.515 | 5.243 | 69.184 |
(Amounts presented in thousand Euro except otherwise stated)
| Land and buildings |
Vehicles and machinery |
Furniture and other equipment |
Total | |
|---|---|---|---|---|
| COMPANY - Cost | ||||
| 1st January 2019 | 12.980 | 320 | 1.636 | 14.935 |
| - | - | 7 | 7 | |
| Disposals / Write-offs | - | - | (1) | - |
| 31 December 2019 | 12.980 | 320 | 1.643 | 14.943 |
| Accumulated depreciation | ||||
| (5.578) | (317) | (1.440) | (7.335) | |
| (16) | (1) | (49) | (67) | |
| (5.595) | (318) | (1.489) | (7.402) | |
| Net book value at 31 December 2019 | 7.385 | 2 | 154 | 7.541 |
| 12.980 | 320 | 1.643 | 14.943 | |
| 12.980 | 320 | 1.643 | 14.943 | |
| Accumulated depreciation | ||||
| (5.595) | (318) | (1.489) | (7.402) | |
| (4) | (0) | (4) | (9) | |
| (5.599) | (319) | (1.493) | (7.411) | |
| Net book value at 31 March 2020 | 7.380 | 2 | 151 | 7.536 |
The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 17.
The Goodwill of the Group are analyzed as follows:
| GROUP | ||||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | |||
| At the beginning of the year | 31.397 | 28.286 | ||
| Additions | 600 | 3.111 | ||
| At the end | 31.997 | 31.397 |
The amount of € 31.997 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 €6.461 thousand of temporary and definitive goodwill on acquisitions of indirect subsidiaries and presented in the present financial report of the Group (Note 45 – Business combinations). The calculation of the above goodwill and the financial exposure of the Group is presented in the present Financial Reporting note under number 28 – "Business combinations".
The Group, upon expiry of the previous financial year proceeded, based on IFRS 3 (Business combination), to the finalization of the respective appreciations concerning the acquisition of companies, which are active in the sector or electricity production from RES. The finalization of appreciations is described in note 28 – Business combinations.
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: 7,1%, sales growth rate: 3%, EBITDA margin: 3,6%, growth rate in perpetuity: 1,5%. Concerning the segment of courier services, the key assumptions are: discount rate: 7,1%, sales growth rate: 5%, EBITDA margin:14,8%, growth rate in perpetuity: 1,5%. Relating to the segment of financial services: discount rate: 7,1%, sales growth rate: 4%, EBITDA margin: 30%, growth rate in perpetuity: 1,5%.
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 2019 | 22.313 | 20.834 | 43.148 |
| Additions | - | 1.893 | 1.893 |
| Disposals / Write-offs | (739) | (286) | (1.025) |
| Acquisition of subsidiaries | 12.776 | - | 12.776 |
| 31 December 2019 | 34.350 | 22.440 | 56.792 |
| Accumulated depreciation | |||
| 1st January 2019 | (17.610) | (16.460) | (34.071) |
| Depreciation charge | (879) | (1.801) | (2.679) |
| Disposals / Write-offs | 739 | 286 | 1.025 |
| 31 December 2019 | (17.750) | (17.975) | (35.725) |
| Net book value at 31 December 2019 | 16.600 | 4.467 | 21.067 |
| 1 January 2020 | 34.350 | 22.441 | 56.792 |
| Additions | - | 314 | 314 |
| 31 March 2020 | 34.350 | 22.755 | 57.106 |
| Accumulated depreciation | |||
| 1 January 2020 | (17.750) | (17.975) | (35.725) |
| Depreciation charge | (202) | (478) | (680) |
| 31 March 2020 | (17.952) | (18.453) | (36.406) |
| Net book value at 31 March 2020 | 16.398 | 4.303 | 20.701 |
(Amounts presented in thousand Euro except otherwise stated)
| Software & Others |
Total | |
|---|---|---|
| COMPANY - Cost | ||
| 1st January 2019 | 46 | 46 |
| Additions | 2 | 2 |
| 31 December 2019 | 48 | 48 |
| Accumulated depreciation | ||
| 1st January 2019 | (25) | (25) |
| Depreciation charge | (16) | (16) |
| 31 December 2019 | (42) | (42) |
| Net book value at 31 December 2019 | 6 | 6 |
| 1 January 2020 | 48 | 48 |
| 31 March 2020 | 48 | 48 |
| Accumulated depreciation | ||
| 1 January 2020 | (42) | (42) |
| Depreciation charge | (1) | (1) |
| 31 March 2020 | (44) | (44) |
| Net book value at 31 March 2020 | 4 | 4 |
In the previous year, at the Group, the item "purchase of subsidiaries" of the amount of 12,776 thousand euros in the closing financial year and of the amount of 4,424 thousand euros in the previous financial year concerns the allocation of the purchase price (PPA) of subsidiaries and is shown in note 28 – Business combinations. Based on the allocation of the purchase price of the subsidiaries described in this note, intangible assets relating to production and sale rights of electricity from RES with useful life 27 years from the commencement of operation of photovoltaic stations were recognized.
The change of investment properties of the Group is as follows:
| GROUP | |||
|---|---|---|---|
| 31/3/2020 31/12/2019 |
|||
| Balance at the beginning of the year | 2.816 | 2.825 | |
| Fair value adjustments | (2) | (10) | |
| Balance at the end of the period | 2.814 | 2.816 |
The amount of € 2.814 thousand concerns the fair 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.
(Amounts presented in thousand Euro except otherwise stated)
The movement of investment in subsidiaries is as follows:
| COMPANY | ||
|---|---|---|
| 31/3/2020 | 31/12/2019 | |
| Balance at the beginning of the year | 67.940 | 64.435 |
| Additions | - | 7.352 |
| Capital decrease of subsidiaries | - | (3.849) |
| Balance at the end | 67.940 | 67.940 |
The amount of € 7.352 thousand refers mainly to the share capital increase of the subsidiary «Quest Energy S.A.» The amount of € (3.849) thousand related to the share capital decrease with cash return of Subsidiary «Info Quest Technologies S.A.» and «Unisystems S.A.».
| 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 | 5.825 | - | 5.825 | 85,00% |
| CARDLINK ONE S.A. | Greece | 281 | - | 281 | 85,00% |
| Quest international SRL | Belgium | 100 | - | 100 | 100,00% |
| 142.506 | (74.567) | 67.940 |
| 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 | 5.825 | - | 5.825 | 85,00% |
| Cardlink one S.A. | Greece | 281 | - | 281 | 85,00% |
| Quest international SRL | Belgium | 100 | - | 100 | 100,00% |
| 142.506 | (74.567) | 67.940 |
(Amounts presented in thousand Euro except otherwise stated)
In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are presented below:
The 100% held subsidiary of "ACS S.A", "GPS S.A." and the 100% subsidiary ACS INVEST UK LIMITED based in Great Britain.
The subsidiaries of "Quest Energy S.A.", "Amalia Wind Farm of Viotia S.Α." (100% subsidiary), "Megalo Plai Wind Farm of Viotia S.Α". (100% subsidiary), "Quest Aioliki Livadiou Larisas Ltd" (98.67% subsidiary), "Quest Aioliki Servion Kozanis Ltd" (98.67% subsidiary), "Quest Aioliki Distomou Megalo Plai Ltd" (98.67% subsidiary), «Quest Solar Viotias ltd» (98,67 subsidiary), "Quest Aioliki Sidirokastrou Hortero Ltd" (98.67% subsidiary), " Aioliko parko Dramas Ltd" (90% subsidiary), Xilades S.A. (100% subsidiary) and Wind Sieben S.A. (100% subsidiary), BETA SUNENERGIA KARVALI S.A. (100% subsidiary), FOS ENERGIA KAVALAS S.A. (100% subsidiary), NUOVO KAVALA PHOTOPOWER S.A. (100% subsidiary), ENERGIA FOTOS BETA XANTHIS S.A. (100% subsidiary), PETROX SOLAR POWER S.A. (100% subsidiary), PHOTOPOWER EVMIRIO BETA S.A. (100% subsidiary) and MILOPOTAMOS FOS 2 S.A. (100% subsidiary) and ADEPIO ltd (100% subsidiary).
All the subsidiaries (direct & indirect) of the Company as well as the method of their consolidation are also mentioned in the Note under number 23 (Periods unaudited by the tax authorities).
No other significant changes have been realized in "Investments in subsidiaries".
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 | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Balance at the beginning of the year | 173 | 173 | - | - |
| Balance at the end | 173 | 173 | - | - |
"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").
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Balance at the beginning of the year | 7.373 | 8.447 | 3.470 | 3.992 |
| Additions | 51 | 360 | - | - |
| Disposals / Write-offs | - | (423) | - | (423) |
| Revaluation at fair value | (182) | (1.012) | - | (100) |
| Other | - | 2 | - | 2 |
| Balance at the end | 7.242 | 7.373 | 3.470 | 3.470 |
| Non-current assets | 4.197 | 4.145 | 3.452 | 3.452 |
| Current assets | 3.045 | 3.226 | 17 | 17 |
| 7.243 | 7.373 | 3.470 | 3.470 |
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 on the date of the financial information.
| Number of shares | Ordinary shares Share premium | Total | |||
|---|---|---|---|---|---|
| 1st January 2019 | 11.913.632 | 3.574 | 106 | 3.680 | |
| Share Capital decrease | - | (5.004) | - | (5.004) | |
| Share Capital Increase | - | 2.859 | - | 2.859 | |
| Split | 23.827.264 | - | - | - | |
| 31 December 2019 | 35.740.896 | 1.429 | 106 | 1.535 | |
| 1 January 2020 | 35.740.896 | 1.430 | 106 | 1.535 | |
| 31 March 2020 | 35.740.896 | 1.430 | 106 | 1.535 | |
The Ordinary General Meeting of shareholders of the Company, which was held on June 25th, 2019, decided, among others, the reduction of the nominal value of the share from 0.30 Euros to 0.10 Euros and the simultaneous increase of the total number of shares from 11,913,632 to 35,740,896 ordinary registered voting shares (split) and the distribution without charge of shares to Shareholders with replacement proportion 3 new to 1 old. The new 23,827,264 shares were distributed without charge to the shareholders of the Company. Following the above corporate change, the share capital of the Company amounted to 3,574,089.60 Euros, divided in 35,740,896 ordinary registered voting shares, with a nominal value of each share 0.10 Euros.
The Ordinary General Meeting of Shareholders of 15/10/2019 decided the increase of the share capital of the company by the amount of 2,859,271.68 euros by the increase of the nominal value of each share by 0.08 euros (from 0.10 euros to 0.18 Euros) through the capitalization of part of the surplus of the obligatory statutory reserve and the simultaneous reduction of the share capital of the Company by 5,003,725.44 Euros, by reduction of the nominal value of each share by 0.14 euros (from 0.18 euros to 0.04 euros), with a view to the reimbursement of capital in cash to shareholders of 5,003,725.44 euros, that is, 0.14 euros per share. Following the above increase and reduction, the share capital amounted to 1,429,635.84 euros and it is divided in 35,740,896 intangible ordinary registered shares of a nominal value of 0.04 each.
(Amounts presented in thousand Euro except otherwise stated)
At the end of the current period, the Company holds 22.082 own shares which represent 0,06% of the share capital with an average acquisition price of € 6,64 per share.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Non-current borrowings | ||||
| Bank borrowings | 888 | 2.751 | - | - |
| Bonds | 17.001 | 5.354 | - | - |
| Total non-current borrowings | 17.889 | 8.105 | - | - |
| Current borrowings | ||||
| Bank borrowings | 43.917 | 39.638 | - | - |
| Bonds | 2.460 | 1.325 | - | - |
| Other borrowings (Factoring) | 12.217 | 1.357 | - | - |
| Total current borrowings | 58.594 | 42.320 | - | - |
| Total borrowings | 76.483 | 50.425 | - | - |
The Group has approved credit lines with financial institutions amounting to euro 160 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 | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Balance at the beginning of the year | 50.425 | 37.441 | - | - |
| Repayment of borrowings | (434) | (3.821) | - | - |
| Proceeds of borrowings | 26.492 | 20.511 | - | - |
| Implementation of IFRS 16 | - | (10.338) | ||
| Acquisition of subsidiaries | - | 6.631 | - | - |
| Balance at the end | 76.483 | 50.425 | - | - |
Both the Company and the Group are not exposed to exchange risk since the total of borrowings for three-months of 2020 was in euro.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Between 1 and 2 years | 2.779 | 2.932 | - | - |
| Between 2 and 3 years | 8.222 | 711 | - | - |
| Between 3 and 5 years | 6.888 | 4.462 | - | - |
| Over 5 years | - | - | - | - |
| 17.888 | 8.105 | - | - |
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.
(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.
On December 13th, 2019, Cardlink SA entered into a Bond Loan with Alpha Bank, amounting to 10.000 thousand Euros with a total rate of 3M Euribor + 3,3%. The repayment of the loan will be made in 6 six-month instalments commencing on 16/6/2022 with an amount of 1.666 thousand Euros, and the last instalment amounting to 1.666 thousand Euros will be repaid according to the repayment plan on 16/12/2024.
On April 24th, 2019, the subsidiary "Wind Sieben S.A." entered into a Bond Loan with Alpha Bank, amounting to 3.500 thousand Euros with a total rate of 3,9%. The repayment of the loan will be made in 26 quarterly instalments commencing on 30/6/2019 with an amount of 111 thousand Euros, and the last instalment amounting to 334 thousand Euros will be repaid according to the repayment plan on 30/6/2025.
On December 18th, 2013, the subsidiary "Kinigos S.A." entered into a Bond Loan with National Bank of Greece, amounting to 11.116 thousand Euros with a total rate of 3,3%. The repayment of the loan will be made in 23 six-month instalments commencing on 31/12/2015.
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 | |||
|---|---|---|---|---|
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Letters of guarantee to customers securing contract performance | 8.481 | 5.707 | - | - |
| Letters of guarantee to participations in contests | 753 | 1.792 | - | - |
| Letters of guarantee for credit advance | 1.653 | 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 | 8.975 | 13.975 | 8.975 | 13.975 |
| Other | 9.906 | 9.287 | - | - |
| 77.058 | 79.089 | 56.265 | 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 23 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.
(Amounts presented in thousand Euro except otherwise stated)
Upon the expiry of the 1st Quarter of 2020, 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.
For the company "FOS KAVALA ENERGY 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 "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.
(Amounts presented in thousand Euro except otherwise stated)
At the financial information date, March 31, 2020, 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 March 31, 2020 and March 31, 2019 respectively was:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
|
| Current tax | (3.264) | (1.787) | - | - |
| Deferred tax | 957 | (255) | (12) | (21) |
| Total | (2.307) | (2.041) | (12) | (21) |
In addition, the cumulative provision for future tax liability concerning tax unaudited periods for March 31, 2020 and December 31st, 2019 were as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/3/2020 31/12/2019 | 31/3/2020 | 31/12/2019 | ||
| Provision for unaudited years | 1.407 | 1.407 | - | - |
According to Law 4646/2019, income tax rate for legal entities in Greece was reduced to 24% from the financial year 2019 onwards.
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 | |||
|---|---|---|---|---|
| 01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
|
| i) Sales of goods and services | ||||
| Sales of goods to: | 581 | 1.697 | - | - |
| - Other related parties | 581 | 1.697 | - | - |
| Sales of services to: | 281 | 417 | 362 | 268 |
| -Unisystems Group | - | - | 137 | 122 |
| -Info Quest Technologies | - | - | 49 | 72 |
| -ACS | - | - | 74 | 18 |
| -iStorm | - | - | 4 | 4 |
| -iSquare | - | - | 46 | 24 |
| - Other direct subsidiaries | - | - | 50 | 25 |
| - Other indirect subsidiaries | 13 | 9 | - | - |
| - Other related parties | 268 | 409 | 2 | 2 |
| Dividends | - | - | - | - |
| -Unisystems | - | - | - | - |
| -Info Quest Technologies | - | - | - | - |
| -ACS | - | - | - | - |
| -iSquare | - | - | - | - |
| - Other indirect subsidiaries | - | - | - | - |
| - Other related parties | - | - | - | - |
| 862 | 2.114 | 362 | 268 | |
| ii) Purchases of goods and services | ||||
| Purchases of goods from: | - | - | - | - |
| - Other related parties | - | - | - | - |
| Purchases of services from: | 471 | 447 | 42 | 41 |
| -Unisystems | - | - | 10 | 9 |
| -Info Quest Technologies | - | - | 8 | 9 |
| - Other direct subsidiaries | - | - | - | - |
| - Other indirect subsidiaries | 14 | 12 | - | - |
| - Other related parties | 457 | 435 | 23 | 23 |
| 471 | 447 | 42 | 41 | |
| iii) Benefits to management | ||||
| Salaries and other short-term employment benefits | 1.837 | 1.708 | 47 | 39 |
| 1.837 | 1.708 | 47 | 39 |
(Amounts presented in thousand Euro except otherwise stated)
| iv) Period end balances from sales-purchases of goods / servises / dividends | ||||
|---|---|---|---|---|
| GROUP | COMPANY | |||
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
| Receivables from related parties: | ||||
| -Parent Company | - | - | - | - |
| -Unisystems | - | - | 107 | 94 |
| -Info Quest Technologies | - | - | 16 | 53 |
| -ACS | - | - | 22 | 7 |
| -iSquare | - | - | 19 | 10 |
| - Other direct subsidiaries | - | - | 720 | 9 |
| - Other indirect subsidiaries | 50 | 27 | 21 | 21 |
| - Other related parties | 3.091 | 2.885 | 16 | 16 |
| 3.141 | 2.912 | 922 | 210 | |
| Obligations to related parties: | ||||
| -Info Quest Technologies | - | - | 3 | 3 |
| -ACS | - | - | - | - |
| - Other indirect subsidiaries | 41 | 27 | 1 | - |
| - Other related parties | 84 | 79 | 2 | 2 |
| 125 | 105 | 8 | 6 | |
| 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.
Transactions with other associated members also include transactions with the subsidiary "BriQ Properties REIC" up to July 31st, 2017 which, although not directly nor indirectly owned by the Company, remains an associated member due to common key shareholders and significant business relationships, which mainly concern real estate leases.
Following the adoption of IFRS 16, Company's lease liabilities to related parties are analyzed as follows:
| GROUP | COMPAΝY | |||
|---|---|---|---|---|
| BriQ Properties REIC | 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 |
| Lease liabilities, opening balance | 11.085 | 11.675 | 547 | 619 |
| Lease payments | (2.274) | (1.846) | (116) | (90) |
| Contract Modifications | 1.339 | 802 | 72 | (5) |
| Interest expense | 561 | 454 | 29 | 23 |
| Lease liabilities, ending balance | 10.712 | 11.085 | 532 | 547 |
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.
(Amounts presented in thousand Euro except otherwise stated)
| GROUP | ||
|---|---|---|
| 01/01/2020- 31/3/2020 |
01/01/2019- 31/3/2019 |
|
| Earnings/ (Losses) from continuing operations attributable to equity holders of the Company |
4.355 | 4.412 |
| Weighted average number of ordinary shares in issue (in thousand) | 35.741 | 35.741 |
| Basic earnings/ (losses) per share (Euro per share) | 0,1218 | 0,1234 |
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 |
| - Palaiomilos S.A. | - | Greece | 100,00% | 99,00% | Full | - |
| - 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 Belgium |
50,00% 100,00% |
50,00% 100,00% |
Equity Method Full |
- - |
| * Quest International SRL | www.questinternational.eu | |||||
| * Nubis S.A. * Impact S.A. |
www.nubis.gr www.impact.gr |
Greece Greece |
42,60% 10,00% |
43,26% 10,00% |
Equity Method - |
- - |
| - 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 1.945, Company 5 and the end of the previous year: Group 1.905, Company 5.
(Amounts presented in thousand Euro except otherwise stated)
The Group has significant dispersion of activities, as a result there are not sighs of seasonality. The sales of the three-months approach proportionality the total year sales.
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 | ||
| 1st January 2020 | 18.672 | 2.350 | 5.010 | 26.033 | |
| Additions | 806 | 180 | - | 987 | |
| Depreciation charge | (867) | (229) | (1.061) | (2.157) | |
| Early termination of contracts | - | (2) | - | (2) | |
| Reclassifications | (19) | - | - | (19) | |
| Changes in contract estimates | 375 | 0 | - | 375 | |
| 31 March 2020 | 18.968 | 2.299 | 3.949 | 25.216 |
| COMPANY | |||||
|---|---|---|---|---|---|
| Land and buildings |
Vehicles | Machinery | Total | ||
| 1st January 2020 | 540 | 32 | - | 572 | |
| Depreciation charge | (20) | (3) | - | (23) | |
| 31 March 2020 | 521 | 30 | - | 550 |
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.
- -
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/03/2020 | 31/12/2019 | 31/03/2020 | 31/12/2019 | |
| Lease liabilities | 29.345 | 30.052 | 562 | 581 |
| Total | 29.345 | 30.052 | 562 | 581 |
| Non-current | 21.145 | 22.052 | 479 | 500 |
| Current | 8.199 | 8.000 | 84 | 82 |
| 29.345 | 30.052 | 562 | 581 |
Aging
| 31/3/2020 | 31/12/2019 | 31/3/2020 | 31/12/2019 | |
|---|---|---|---|---|
| Not later than 1 year | 8.199 | 8.000 | 84 | 82 |
| Later than 1 year but not later than 5 years | 15.987 | 14.686 | 343 | 343 |
| Later than 5 years | 5.158 | 7.367 | 135 | 157 |
| 29.345 | 30.052 | 562 | 581 |
(Amounts presented in thousand Euro except otherwise stated)
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.
In the previous year, the resulting goodwill of the above acquisitions was determined based on the fair value of the acquired entities. and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiaries:
| BETA SUNENERGIA KARVALI SA |
FOS ENERGIA KAVALAS SA |
NUOVO KAVALA PHOTOPOWER SA |
ENERGIA FOTOS BETA XANTHIS SA |
|
|---|---|---|---|---|
| Total purchase consideration | 832 | 600 | 612 | 451 |
| Fair value | ||||
| Assets | ||||
| Non-current assets | 1.659 | 1.637 | 1.598 | 1.633 |
| Rights for energy production | 725 | 649 | 646 | 572 |
| Short-term receivables | 167 | 164 | 159 | 152 |
| Cash and cash equivalents | 127 | 76 | 93 | 65 |
| Total assets | 2.678 | 2.526 | 2.496 | 2.422 |
| Liabilities | ||||
| Long-term liabilities | 1.458 | 1.481 | 1.484 | 1.497 |
| Deferred tax liabilities | 174 | 156 | 155 | 137 |
| Short-term liabilities | 388 | 445 | 400 | 474 |
| Total liabilities | 2.020 | 2.082 | 2.039 | 2.108 |
| Net assets | 658 | 444 | 457 | 314 |
| Percentage (%) acquired | 100% | 100% | 100% | 100% |
| Net assets acquired | 658 | 444 | 457 | 314 |
| Consideration paid in cash | 832 | 600 | 612 | 451 |
| Assets acquired | 658 | 444 | 457 | 314 |
| Goodwill (Final) | 174 | 156 | 155 | 137 |
| Consideration paid in cash | 832 | 600 | 612 | 451 |
| Cash 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 SA |
PHOTOPOWER EVMIRIO BETA SA |
MYLOPOTAMOS FOS 2 SA |
Total | |
|---|---|---|---|---|
| Total purchase consideration | 601 | 584 | 640 | 4.320 |
| Fair value | ||||
| Assets | ||||
| Non-current assets | 1.609 | 1.621 | 1.644 | 11.401 |
| Rights for energy production | 642 | 657 | 533 | 4.424 |
| Short-term receivables | 156 | 150 | 227 | 1.175 |
| Cash and cash equivalents | 102 | 92 | 94 | 649 |
| Total assets | 2.509 | 2.520 | 2.498 | 17.649 |
| Liabilities | ||||
| Long-term liabilities | 1.490 | 1.495 | 1.506 | 10.411 |
| Deferred tax liabilities | 154 | 158 | 128 | 1.062 |
| Short-term liabilities | 418 | 441 | 351 | 2.917 |
| Total liabilities | 2.062 | 2.094 | 1.985 | 14.390 |
| Net assets | 447 | 426 | 512 | 3.259 |
| Percentage (%) acquired | 100% | 100% | 100% | 100% |
| Net assets acquired | 447 | 426 | 512 | 3.259 |
| Consideration paid in cash | 601 | 584 | 640 | 4.320 |
| Assets acquired | 447 | 426 | 512 | 3.258 |
| Goodwill (Final) | 154 | 158 | 128 | 1.062 |
| Consideration paid in cash | 601 | 584 | 640 | 4.320 |
| Cash on acquisition date | 102 | 92 | 94 | 649 |
| Net cash out flow | 499 | 492 | 546 | 3.671 |
Below are the financial statements of the above companies based on the accounting values at the date of their acquisition:
(Amounts presented in thousand Euro except otherwise stated)
| BETA SUNENERGIA KARVALI S.A. |
Fos Energia Kavalas S.A. |
NUOVO KAVALA PHOTOPOWER S.A. |
Energia fotos beta Xanthis S.A. |
|
|---|---|---|---|---|
| - Cash paid - Direct costs related to the acquisition |
832 0 |
600 0 |
612 0 |
451 0 |
| Total purchase consideration | 832 | 600 | 612 | 451 |
| Assets | Accounting value | |||
| Non-current assets Short-term receivables |
1.659 167 |
1.637 164 |
1.598 159 |
1.633 152 |
| Cash and cash equivalents | 127 | 76 | 93 | 65 |
| Total assets | 1.953 | 1.877 | 1.850 | 1.850 |
| Liabilities | ||||
| Long-term liabilities Short-term liabilities |
1.458 388 |
1.481 445 |
1.484 400 |
1.497 474 |
| 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 Assets acquired |
832 107 |
600 -49 |
612 -34 |
451 -121 |
| PETROX SOLAR POWER S.A. |
PHOTOPOWER EVMIRIO BETA S.A. |
Mylopotamos fos 2 S.A. |
Total | |
| - Cash paid - Direct costs related to the acquisition |
601 0 |
584 0 |
640 0 |
4.320 0 |
| Total purchase consideration | 601 | 584 | 640 | 4.320 |
| Assets | Accounting value | |||
| Non-current assets Short-term receivables Cash and cash equivalents |
1.609 156 102 |
1.621 150 92 |
1.644 227 94 |
11.401 1.175 649 |
| Total assets | 1.867 | 1.863 | 1.965 | 13.225 |
| Liabilities | ||||
| Long-term liabilities Short-term liabilities |
1.490 418 |
1.495 441 |
1.506 351 |
10.411 2.917 |
| Total liabilities | 1.908 | 1.936 | 1.857 | 13.328 |
| Net assets | -41 | -73 | 108 | -103 |
Percentage (%) acquired 100% 100% 100% 700%
(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 goodwill of the above acquisition was determined based on the fair value of the acquired entity and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiary:
| ENERGIAKI MARKOPOULOU 2 SA |
|---|
| ---------------------------- |
| Total purchase consideration | 1.183 | |
|---|---|---|
| Accounting value | Fair value | |
| Assets | ||
| Non-current assets | 560 | 560 |
| Rights for energy production | - | 573 |
| Short-term receivables | 60 | 60 |
| Cash and cash equivalents | 409 | 409 |
| Total assets | 1.029 | 1.602 |
| Liabilities | ||
| Long-term liabilities | 347 | 347 |
| Deferred tax liabilities | 138 | |
| Short-term liabilities | 73 | 73 |
| Total liabilities | 420 | 558 |
| Net assets | 610 | 1.045 |
| Percentage (%) acquired | 100% | 100% |
| Net assets acquired | 610 | 1.045 |
| Consideration paid in cash | 1.183 | 1.183 |
| Assets acquired | 610 | 1.045 |
| Goodwill (Final) | 138 | |
| Consideration paid in cash | 1.183 | |
| Cash 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 goodwill of the above acquisition was determined based on the fair value of the acquired entity and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiary:
(Amounts presented in thousand Euro except otherwise stated)
KINIGOS SA
| Total purchase consideration | 21.262 | |
|---|---|---|
| Accounting value | Fair value | |
| Assets | ||
| Non-current assets | 13.160 | 13.160 |
| Rights for energy production | 12.203 | |
| Short-term receivables | 1.903 | 1.903 |
| Cash and cash equivalents | 2.474 | 2.474 |
| Total assets | 17.538 | 29.741 |
| Liabilities | ||
| Long-term liabilities | 5.958 | 5.958 |
| Deferred tax liabilities | 2.929 | |
| Short-term liabilities | 2.521 | 2.521 |
| Total liabilities | 8.479 | 11.407 |
| Net assets | 9.059 | 18.333 |
| Percentage (%) acquired | 100% | 100% |
| Net assets acquired | 9.059 | 18.333 |
| Consideration paid in cash | 21.262 | 21.262 |
| Assets acquired | 9.059 | 18.333 |
| Goodwill (Final) | 2.929 | |
| Consideration paid in cash | 21.262 | |
| Cash on acquisition date | 2.474 | |
| Net cash out flow | 18.788 |
In the 4th quarter of 2019, the valuation of companies acquired in the previous financial year was completed and the appreciation was finalized. The fair value of the assets and liabilities on the date of acquisition for these companies was 3,235 thousand euros, increase of 3,338 thousand euros in comparison to the temporary value. Comparative information of 2018 was redrafted, in order to reflect the adjustment of the temporary amounts. Therefore, an increase of the deferred tax liability resulted amounting to 1,062 thousand euros. Also, there was a corresponding reduction of the appreciation of 3,362 thousand euros and a tangible asset related to production and sale rights of electricity from RES of 4,424 thousand euros with useful life 27 years from the commencement of the operation of photovoltaic stations was recognized.
(Amounts presented in thousand Euro except otherwise stated)
In December 2019, the 100% subsidiary of the Company under the name "Xylades Energy SA", acquired through participation in a share capital increase 79.10% of the company's share capital under the name "Photovoltaic Paliomylos SA.». The company owns a 1MW power plant. In addition, in January 2020 the above subsidiary proceeded with the acquisition of the remaining 20.9% of the share capital of the company. The resulting temporary goodwill of the above acquisition was determined based on the book value of the acquired entity 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:
| 2019-2020 | ||||
|---|---|---|---|---|
| Palaiomilos S.A. | Total | |||
| Total purchase consideration | 1.060 | 868 | 1.928 | |
| Assets | Accounting values | |||
| Non-current assets | 1.261 | 1.261 | ||
| Short-term receivables | 0 | 0 | ||
| Cash and cash equivalents | 36 | 36 | ||
| Total assets | 1.296 | 1.296 | ||
| Liabilities | ||||
| Long-term liabilities | 8 | 8 | ||
| Short-term liabilities | 4 | 4 | ||
| Total liabilities | 12 | 12 | ||
| Net assets | 1.284 | 1.284 | ||
| Percentage (%) acquired | 79,10% | 20,90% | ||
| Net assets acquired | 1.016 | 268 | ||
| Consideration paid in cash | 1.060 | 868 | ||
| Assets acquired | 1.016 | 268 | ||
| Goodwill (Temporary) | 44 | 600 | 644 | |
| Consideration paid in cash | 1.060 | 868 | ||
| Cash on acquisition date | 36 | 36 | ||
| Net cash out flow | 1.024 | 832 |
Τhere are no 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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