Quarterly Report • Nov 24, 2022
Quarterly Report
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These interim condensed financial statements have been translated from the original statutory interim condensed 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 report, the Greek language financial report will prevail over this document.
Quest Holdings S.A. S.A. Reg.No. 121763701000 2a Argyroupoleos Street GR-176 76 Kallithea Athens - Hellas
(Amounts presented in thousand euros except otherwise stated)
| Interim Condensed Standalone and Consolidated Statement of Financial Position 3 Interim Condensed Consolidated Statement of Comprehensive Income 4 Interim Condensed Consolidated Statement of Comprehensive Income 5 Interim Condensed Standalone Statement of Comprehensive Income 6 Interim Condensed Standalone and Consolidated Statement of Changes in Equity 7 Interim Condensed Standalone and Consolidated Statement of Cash Flows 8 Notes to the interim condensed financial statements 9 1. General information 9 2. Structure of the Group 10 3. General framework for the preparation of the interim condensed financial statements 11 4. Critical accounting estimates and judgments 12 5. Critical accounting estimates and assumptions 13 6. Segment information 14 7. Property, plant and equipment 16 8. Goodwill 17 9. Intangible assets 18 10. Investment property 19 11. Investments in subsidiaries 20 12. Investments in associates 22 13. Financial assets at fair value through profit or loss 22 14. Share capital 23 15. Borrowings 23 16. Contingencies 25 17. Encumbrances 26 18. Commitments 28 19. Income tax expense 28 20. Dividends 28 21. Related party transactions 29 22. Earnings per share 30 23. Periods unaudited by the tax authorities 31 24. Number of employees 32 25. Seasonality 32 26. Right-of-use assets 32 27. Lease liabilities 33 28. Business Combinations 33 29. Expenses by nature 38 30. Other gains / (losses) 38 31. Disposal of subsidiaries and financial assets and liabilities held for sale 39 32. Reclassifications 40 33. Alternative performance measures (APMs) 40 34. Subsequent events 41 |
Contents | Page |
|---|---|---|
(Amounts presented in thousand euros except otherwise stated)
The interim condensed financial report contained herein has been approved by the Board of Directors of Quest Holdings S.A. on November 23 th, 2022, and has been set up on the website address www.quest.gr ,where it 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 euros except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| ASSETS | |||||
| Non-current assets | |||||
| Property, plant and equipment | 7 | 109.623 | 90.776 | 7.487 | 7.502 |
| Right-of-use assets | 26 8 |
26.198 | 18.669 | 361 | 392 |
| Goodwill | 9 | 37.865 | 19.350 | - | - |
| Other intangible assets | 10 | 19.655 | 19.578 | 3 | 1 |
| Investment property Investments in subsidiaries |
11 | 2.735 - |
2.735 - |
- 113.902 |
- 108.908 |
| Investments in associates | 12 | 610 | 386 | - | - |
| Financial assets at fair value through P&L | 13 | 349 | 700 | 100 | 100 |
| Contract assets | 3.739 | 1.846 | - | - | |
| Receivables from financial leases | 2.146 | 2.521 | - | - | |
| Deferred tax assets | 2.499 | 3.677 | - | - | |
| Trade and other receivables | 23.336 | 15.000 | 28 | 28 | |
| 228.755 | 175.238 | 121.881 | 116.931 | ||
| Current assets | |||||
| Inventories | 82.610 | 56.618 | - | - | |
| Trade and other receivables | 156.348 | 165.588 | 9.352 | 4.619 | |
| Contract assets | 33.477 | 22.650 | - | - | |
| Receivables from financial leases | 571 | 699 | - | - | |
| Derivative Financial Instruments | 108 | - | - | - | |
| Financial assets at fair value through P&L | 13 | 36 | 36 | 17 | 17 |
| Current tax assets | 3.540 | 3.259 | - | - | |
| Cash, cash equivalents and restricted cash | 100.419 | 163.036 | 26.971 | 96.905 | |
| Assets held for sale | 31 | - | 171 | - | 280 |
| 377.109 | 412.057 | 36.340 | 101.821 | ||
| Total assets | 605.864 | 587.295 | 158.221 | 218.752 | |
| EQUITY | |||||
| Capital and reserves attributable to owners of the Company | |||||
| Share capital | 14 | 47.178 | 47.535 | 47.178 | 47.535 |
| Reserves | 16.696 | 16.339 | 10.571 | 10.214 | |
| Retained earnings | 167.298 | 195.574 | 100.464 | 147.646 | |
| Own shares | (2.226) | (953) | (2.226) | (953) | |
| Equity attributable to owners of the Company | 228.944 | 258.495 | 155.989 | 204.442 | |
| Non-controlling interests | 508 | 403 | - | - | |
| Total equity | 229.452 | 258.898 | 155.989 | 204.442 | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Loans and borrowings | 15 | 62.020 | 44.305 | - | - |
| Deferred tax liabilities | 8.921 | 7.947 | 825 | 790 | |
| Employee benefits | 5.393 | 4.452 | 7 | 6 | |
| Government Grants | 370 | 533 | - | - | |
| Contract liabilities | 10.942 | 19.926 | - | - | |
| Provisions | 102 | 42 | - | - | |
| Lease liabilities | 27 | 23.731 | 18.229 | 290 | 342 |
| Trade and other payables | 1.422 | 1.647 | 59 | 59 | |
| 112.901 | 97.081 | 1.181 | 1.197 | ||
| Current liabilities | |||||
| Trade and other payables | 166.897 | 167.880 | 958 | 1.052 | |
| Contract liabilities | 13.806 | 17.565 | - | - | |
| Current tax liability | 9.924 | 6.235 | - | - | |
| Loans and borrowings | 15 | 66.374 | 34.165 | - | 11.990 |
| Government Grants | 545 | 984 | - | - | |
| Derivative Financial Instruments | - | 6 | - | - | |
| Lease liabilities | 27 | 5.963 | 4.444 | 94 | 71 |
| Liabilties directly associated with the assets classified as held for sale | 31 | - | 37 | - | - |
| 263.509 | 231.316 | 1.052 | 13.113 | ||
| Total liabilities | 376.410 | 328.397 | 2.233 | 14.310 | |
| Total equity and liabilities | 605.861 | 587.295 | 158.222 | 218.752 |
(Amounts presented in thousand euros except otherwise stated)
| GROUP | |||||||
|---|---|---|---|---|---|---|---|
| 01/01/2022-30/09/2022 | 01/01/2021-30/09/2021 | ||||||
| Note | Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Sales | 6 | 739.602 | 27 | 739.629 | 637.336 | 31.948 | 669.284 |
| Cost of sales | 29 | (628.616) | (21) | (628.637) | (540.126) | (19.548) | (559.675) |
| Gross profit | 110.986 | 6 | 110.992 | 97.210 | 12.399 | 109.609 | |
| Selling and distribution expenses | 29 | (44.057) | - | (44.057) | (34.415) | (2.056) | (36.471) |
| Administrative expenses | 29 | (23.565) | (38) | (23.603) | (25.677) | (3.468) | (29.145) |
| Other operating income / (expenses) net | 2.750 | - | 2.750 | 2.159 | 264 | 2.423 | |
| Other gains / (losses) net | 30 | 1.088 | 177 | 1.265 | 2.101 | 75.749 | 77.849 |
| Operating profit | 47.202 | 145 | 47.347 | 41.377 | 82.888 | 124.265 | |
| Finance income | 312 | - | 312 | 783 | - | 783 | |
| Finance costs | (5.078) | (1) | (5.079) | (4.623) | (333) | (4.955) | |
| Finance costs - net | (4.766) | (1) | (4.767) | (3.840) | (333) | (4.172) | |
| Profit/ (Loss) before tax | 42.436 | 144 | 42.580 | 37.537 | 82.556 | 120.093 | |
| Income tax expense | 19 | (10.086) | 1 | (10.085) | (7.792) | (1.666) | (9.458) |
| Profit/ (Loss) after tax for the period | 32.350 | 145 | 32.495 | 29.745 | 80.890 | 110.635 | |
| Attributable to : | |||||||
| Owners of the Company | 31.815 | 129 | 31.944 | 29.745 | 80.131 | 109.875 | |
| Non-controlling interests | 535 | 16 | 551 | - | 760 | 760 | |
| 32.350 | 145 | 32.495 | 29.745 | 80.890 | 110.635 | ||
| Earnings/(Losses) per share attributable to equity holders of the Company (in € per share) |
|||||||
| Basic and diluted earnings per share | 22 | 0,2982 | 0,0012 | 0,2994 | 0,2778 | 0,7484 | 1,0263 |
| Other comprehensive income / (loss) | |||||||
| Actuarial gains/(losses) on defined benefit pension plans |
- | - | - | - | - | - | |
| Total comprehensive income / (loss) for the period |
32.350 | 145 | 32.495 | 29.745 | 80.890 | 110.634 | |
| Attributable to: | |||||||
| Owners of the Company | 31.815 | 129 | 31.944 | 29.745 | 80.131 | 109.875 | |
| Non-controlling interests | 535 | 16 | 551 | - | 760 | 760 |
(Amounts presented in thousand euros except otherwise stated)
| GROUP | |||||||
|---|---|---|---|---|---|---|---|
| 01/07/2022-30/09/2022 | 01/07/2021-30/09/2021 | ||||||
| Note | Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Sales | 260.847 | (0) | 260.846 | 210.787 | 11.046 | 221.833 | |
| Cost of sales | (223.179) | - | (223.179) | (178.916) | (6.564) | (185.480) | |
| Gross profit | 37.668 | (0) | 37.668 | 31.871 | 4.482 | 36.353 | |
| Selling and distribution expenses | (13.926) | - | (13.926) | (11.568) | (882) | (12.449) | |
| Administrative expenses | (7.543) | - | (7.543) | (8.838) | (1.144) | (9.982) | |
| Other operating income / (expenses) net | 781 | - | 781 | 962 | 25 | 987 | |
| Other profit / (loss) net | (186) | - | (186) | (76) | 75.808 | 75.731 | |
| Operating profit | 16.794 | (0) | 16.794 | 12.352 | 78.289 | 90.640 | |
| Finance income | 130 | - | 130 | 625 | - | 625 | |
| Finance costs | (1.729) | - | (1.729) | (1.448) | (108) | (1.556) | |
| Finance costs - net | (1.598) | - | (1.598) | (823) | (108) | (930) | |
| Profit/ (Loss) before tax | 15.196 | (0) | 15.195 | 11.528 | 78.181 | 89.709 | |
| Income tax expense | (3.835) | - | (3.835) | (2.866) | (602) | (3.468) | |
| Profit/ (Loss) after tax for the period | 11.361 | (0) | 11.360 | 8.663 | 77.579 | 86.241 | |
| Attributable to : | |||||||
| Owners of the Company | 11.269 | - | 11.269 | 8.663 | 77.317 | 85.980 | |
| Non-controlling interests | 91 | - | 91 | - | 261 | 261 | |
| 11.360 | - | 11.360 | 8.663 | 77.577 | 86.240 | ||
| Earnings/(Losses) per share attributable to equity holders of the Company (in € per share) | |||||||
| Basic and diluted earnings per share | 22 | 0,1056 | 0,0000 | 0,1056 | 0,0809 | 0,7222 | 0,8031 |
| Other comprehensive income / (loss) | |||||||
| Total comprehensive income / (loss) for the period |
11.360 | 0 | 11.360 | 8.663 | 77.578 | 86.241 |
| Attributable to : | ||||||
|---|---|---|---|---|---|---|
| Owners of the Company | 11.269 | 0 | 11.269 | 8.663 | 77.317 | 85.980 |
| Non-controlling interests | 91 | 0 | 91 | - | 261 | 261 |
(Amounts presented in thousand euros except otherwise stated)
| COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| Note | 01/01/2022- 30/09/2022 |
01/01/2021- 30/9/2021 |
01/07/2022- 30/09/2022 |
01/07/2021- 30/09/2022 |
||||
| Sales | - | - | - | - | ||||
| Cost of sales | 29 | - | - | - | - | |||
| Gross profit | - | - | - | - | ||||
| Selling and distribution expenses | 29 | - | - | - | - | |||
| Administrative expenses | 29 | (1.854) | (1.517) | (495) | (578) | |||
| Other operating income / (expenses) net | 15.406 | 12.747 | 405 | 444 | ||||
| Other gains / (losses) net | 30 | (25) | 87.236 | (3) | 85.248 | |||
| Operating profit | 13.527 | 98.466 | (93) | 85.113 | ||||
| Finance income | 21 | - | 21 | - | ||||
| Finance costs | (92) | (253) | (13) | (97) | ||||
| Finance costs - net | (71) | (253) | 8 | (97) | ||||
| Profit/ (Loss) before tax | 13.456 | 98.214 | (84) | 85.016 | ||||
| Income tax expense | 19 | (35) | 38 | (15) | (10) | |||
| Profit/ (Loss) after tax for the period | 13.422 | 98.252 | (101) | 85.006 | ||||
| Other comprehensive income / (loss) | ||||||||
| Actuarial gains/(losses) on defined benefit pension plans |
- | - | - | - | ||||
| Total comprehensive income / (loss) for the period |
13.422 | 98.252 | (101) | 85.006 |
(Amounts presented in thousand euros except otherwise stated)
| Attributable to owners of the Company | |||||||
|---|---|---|---|---|---|---|---|
| Share capital and share premium |
Other reserves |
Retained earnings |
Own shares | Total | Non controlling interests |
Total equity | |
| GROUP | |||||||
| Balance at 1 January 2021 | 47.535 | 8.243 | 85.448 | (146) | 141.080 | 1.568 | 142.648 |
| Profit / (Loss) for the period | - | - | 109.875 | - | 109.875 | 760 | 110.635 |
| Total comprehensive income / (loss) | - | - | 109.875 | - | 109.875 | 760 | 110.635 |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | (76) | - | (76) | - | (76) |
| Reclassifications from NCI due to disposal of subsidiary | - | - | 2.282 | - | 2.282 | (2.282) | - |
| Distribution of retained earnings of previous fiscal years | - | - | (10.706) | - | (10.706) | - | (10.706) |
| Purchase of own shares | - | - | - | (358) | (358) | - | (358) |
| Balance at 30 September 2021 | 47.535 | 8.243 | 186.823 | (504) | 242.097 | 46 | 242.146 |
| Movement of period 01/10-31/12/2021 | - | 8.096 | 8.752 | (449) | 16.399 | 358 | 16.755 |
| Balance at 31 December 2021 | 47.535 | 16.339 | 195.575 | (953) | 258.495 | 404 | 258.898 |
| Balance at 1 January 2022 | 47.535 | 16.339 | 195.575 | (953) | 258.495 | 404 | 258.898 |
| Profit / (Loss) for the period | - | - | 31.944 | - | 31.944 | 551 | 32.495 |
| Total comprehensive income / (loss) for the period | - | - | 31.944 | - | 31.944 | 551 | 32.495 |
| Consolidation of new subsidiaries and increase in stake in existing ones |
- | - | 383 | - | 383 | (447) | (64) |
| Purchase of own shares | - | - | - | (1.273) | (1.273) | - | (1.273) |
| Formation of reserve as per L. 4548/2018 | (357) | 357 | - | - | - | - | - |
| Distribution of retained earnings of previous fiscal years | - | - | (60.604) | - | (60.604) | - | (60.604) |
| Balance at 30 September 2022 | 47.178 | 16.696 | 167.298 | (2.226) | 228.945 | 508 | 229.452 |
| Share capital | Other reserves |
Retained eairnings |
Own shares | Total Equity | |
|---|---|---|---|---|---|
| COMPANY | |||||
| Balance at 1 January 2021 | 47.535 | 2.693 | 15.441 | (146) | 65.523 |
| Profit/ (Loss) for the period | - | - | 98.252 | - | 98.252 |
| Total comprehensive income / (loss) | - | - | 98.252 | - | 98.252 |
| Purchase of own shares | - | - | - | (358) | (358) |
| Distribution of retained earnings of previous fiscal years | - | - | (10.706) | - | (10.706) |
| Balance at 30 September 2021 | 47.535 | 2.693 | 102.986 | (504) | 152.711 |
| Movement of period 01/10-31/12/2021 | - | 7.521 | 44.660 | (449) | 51.732 |
| Balance at 31 December 2021 | 47.535 | 10.214 | 147.646 | (953) | 204.442 |
| Balance at 1 January 2022 | 47.535 | 10.214 | 147.646 | (953) | 204.442 |
| Profit/ (Loss) for the period | - | - | 13.422 | - | 13.422 |
| Total comprehensive income / (loss) for the period | - | - | 13.422 | - | 13.422 |
| Formation of reserve as per L. 4548/2018 | (357) | 357 | - | - | - |
| Distribution of retained earnings of previous fiscal years | - | - | (60.604) | - | (60.604) |
| Purchase of own shares | - | - | - | (1.273) | (1.273) |
| Balance at 30 September 2022 | 47.178 | 10.571 | 100.464 | (2.226) | 155.988 |
(Amounts presented in thousand euros except otherwise stated)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Note | 01/01/2022- 30/9/2022 |
01/01/2021- 30/09/2021 |
01/01/2022- 30/9/2022 |
01/01/2021- 30/09/2021 |
|
| Cash frows from operating activities | |||||
| Profit/ (Loss) before tax | 42.580 | 120.093 | 13.456 | 98.214 | |
| Adjustments for: | |||||
| Depreciation of property, plant and equipment | 7 | 3.158 | 5.132 | 23 | 23 |
| Amortization of intangible assets Depreciation of right-of-use assets |
9 26 |
1.363 3.960 |
1.946 4.388 |
- 72 |
2 68 |
| (Gain) / Loss on sale of investments | 30 | (1.226) | - | - | - |
| Gain from sale of Cardlink S.A. | - | (75.844) | - | (85.248) | |
| (Gain) / Loss on sale of associates | - | - | 20 | - | |
| Loss/ (Gain) on sale of financial assets FVTPL | - | (1.183) | - | (1.990) | |
| Interest income Interest expense |
(312) 5.079 |
(783) 4.955 |
(21) 92 |
- 253 |
|
| Dividend income | (150) | - | (14.021) | (11.429) | |
| 54.452 | 58.704 | (379) | (107) | ||
| Changes in working capital | |||||
| (Increase) / decrease in inventories | (25.397) | (15.497) | - | - | |
| (Increase) / decrease in receivables | (10.192) | (7.652) | (2.233) | (4.168) | |
| Increase/ (decrease) in liabilities | (29.518) | (25.070) | (93) | 1.898 | |
| Increase / (decrease) in retirement benefit obligations | 545 | 710 | - | 5 | |
| (64.562) | (47.508) | (2.326) | (2.265) | ||
| Cash generated from operating activities | (10.110) | 11.196 | (2.706) | (2.373) | |
| Interest paid | (5.079) | (4.955) | (92) | (253) | |
| Taxes paid | (5.247) | (12.733) | - | (5.534) | |
| Net cash from operating activities | (20.436) | (6.492) | (2.797) | (8.159) | |
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment | 7 | (16.428) | (12.030) | (8) | (5) |
| Purchase of intangible assets | 9 | (441) | (917) | (2) | - |
| Purchase of financial assets | - | - | - | (5) | |
| Proceeds from financial assets availiable for sale | 1.652 | 5.737 | - | 5.347 | |
| Purchase of financial assets at FVTPL Proceeds from sale of property, plant, equipment and intangible assets |
(139) 193 |
- - |
- - |
- - |
|
| Disposal of subsidiary Cardlink S.A. less direct selling expenses, net of cash | |||||
| disposed of | - | 88.854 | - | 91.073 | |
| Net cash outflow for the acquisition of a subsidiaries | (5.074) | (370) | (4.994) | - | |
| Share capital inrcrease / (decrease) of subsidiaries | - | - | - | 2.450 | |
| Proceeds from sale of subsidiaries | 261 | - | 261 | - | |
| Interest received | 312 | 783 | 21 | - | |
| Dividends received Net cash used in investing activities |
150 (19.513) |
- 82.057 |
11.521 6.799 |
11.429 110.289 |
|
| Cash flows from financing activities | |||||
| Proceeds from borrowings | 15 | 59.982 | 10.529 | - | - |
| Repayment of borrowings | 15 | (16.856) | (12.969) | (11.990) | 10 |
| Proceeds from sale/ (purchase) of own shares | (1.273) | (358) | (1.273) | (358) | |
| Repayment of lease liabilities | (3.916) | (4.363) | (71) | (64) | |
| Distribution of dividends | (60.604) | - | (60.604) | - | |
| Distribution of retained earnings of previous fiscal years | - | (10.706) | - | (10.706) | |
| Net cash from financing activities | (22.667) | (17.867) | (73.938) | (11.117) | |
| Net increase/ (decrease) in cash and cash equivalents | (62.617) | 57.697 | (69.936) | 91.012 | |
| Cash and cash equivalents at the beginning of the period | 163.036 | 96.873 | 96.905 | 8.242 | |
| Less: Cash and cash equivalents of discontinued operations | - | 199 | - | - | |
| Cash, cash equivalents and restricted cash at end of the period | 100.419 | 154.372 | 26.969 | 99.254 |
(Amounts presented in thousand euros except otherwise stated)
The 9-month financial report includes the interim condensed financial statements of Quest Holdings S.A. (the "Company") and the interim condensed consolidated financial statements of the Company and its subsidiaries (the "Group") for the period ended September 30rd, 2022, according to International Financial Reporting Standards ("IFRS"), as adopted by the European Union.
The main activities of the Group are commercial activities, the design, application and support of integrated systems and technology solutions, courier and postal services, electronic payments (discontinued operations) and production of electric power from renewable sources.
The Group operates in Greece, Romania, Cyprus, Luxembourg, Belgium and Italy and the Company's shares are traded in the Athens Stock Exchange.
The interim condensed consolidated financial statements were authorized for issue by the Board of Directors of Quest Holdings S.A. on November 23th, 2022.
The shareholders' composition is as follows:
| • | Theodore Fessas | 50,02% |
|---|---|---|
| • | Eftichia Koutsoureli | 25,25% |
| • | Other investors | 24,24% |
| • | Treasury shares | 0,49% |
Total 100%
The address of the Company is 2A Argyroupoleos str., Kallithea, Attiki, Greece, and the General Registry Number is 121763701000 (former S.A. Register Number 5419/06/Β/86/02).
The Audit Company is:
KPMG SA
Stratigou Tombra 3 15342 Ag. Paraskevi Greece
Company's website address is www.quest.gr.
The interim condensed consolidated financial statements include the interim condensed financial statements of Quest Holdings S.A. and subsidiary companies, over which the Company directly or indirectly exercises control. The subsidiaries are presented in Notes 11 and 23.
(Amounts presented in thousand euros except otherwise stated)
100%
SC DELTA HOTELIA ROMANIA S.R.L.
99,09%
The structure of the Quest Holdings Group is presented as follows:
(Amounts presented in thousand euros except otherwise stated)
This interim condensed financial information covers the nine-month period ended on September 30 th , 2022 and has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting", as adopted by the European Union.
The accounting policies used in the preparation and presentation of this interim condensed 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 31 st, 2021.
The interim condensed financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2021, 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 the financial assets and liabilities measured at fair value through profit or loss.
The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates (Note 5). 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 may eventually deviate from these estimates.
Differences between amounts presented in the financial statements and corresponding amounts in the notes are due to rounding.
The Group and the Company cover their needs for working capital through cash flows generated, including bank borrowing.
Current economic conditions impact (a) the demand for the products of the Group and the Company and (b) their ability to borrow funds from banks for the foreseeable future.
Positive future perspectives, taking into account possible fluctuations on the performance of the Group and the Company, create a reasonable expectation that both the Company and the Group have the ability to continue their operations as going concerns in the foreseeable future.
Therefore, the Group and the Company have used the going concern principle for the preparation of the interim condensed separate and consolidated financial statements for the period from January 1st, to September 30th , 2022.
New Standards, Interpretations, Revisions and Amendments to existing Standards that have entered into force and have been adopted by the European Union
The following new Standards, Interpretations and amendments to Standards have been issued by the International Accounting Standards Board (IASB), have been adopted by the European Union and their application is mandatory from 01/01/2022 or later.
In May 2020, the IASB issued a series of amendments, including limited-purpose amendments to three standards, as well as the Board's Annual Improvements. Those amendments clarify the wording of the Standards or correct minor consequences, omissions, or conflicts between the requirements of the Standards. More specifically:
(Amounts presented in thousand euros except otherwise stated)
The above had no impact on the Group's or the Company's Financial Statements.
The following new Standards, Interpretations and amendments to Standards have been issued by the International Accounting Standards Board (IASB) but are either not yet effective or have not yet been adopted by the European Union.
In January 2020, the IASB issued amendments to IAS 1 that affect the presentation requirements for liabilities. Specifically, the amendments clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) clarification that an entity's right to defer settlement should exist at the reporting date; (b) clarification that the classification of the liability is not affected by management's intentions or expectations regarding the exercise of the right to defer settlement; (c) explanation on how lending conditions affect classification; and (d) clarification of the requirements regarding the classification of liabilities of an entity that are to be or may be settled through the issuance of own equity securities. In addition, in July 2020, the IASB issued an amendment to clarify the classification of debt liabilities with financial covenants, which provides for a one-year deferral of the effective date of the originally issued amendment to IAS 1. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any effect. These have not been adopted by the European Union.
In February 2021, the IASB issued limited purpose amendments relating to disclosures of accounting policies. The purpose of the amendments is to improve disclosures of accounting policies to provide more useful information to investors and other users of the financial statements. In particular, the amendments require disclosure of significant information about accounting policies, rather than disclosure of significant accounting policies. The Group will consider the impact of all the above on its Financial Statements, although they are not expected to have any effect.
In February 2021, the IASB issued limited purpose amendments that clarify the difference between a change in accounting estimate and a change in accounting policy. This distinction is important because a change in accounting estimate is applied without retrospective effect and only to future transactions and other future events, unlike a change in accounting policy that is retrospective and applies to past transactions and other past events. The Group will consider the impact of all the above on its Financial Statements, although they are not expected to have any effect.
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how entities should treat deferred tax arising from transactions such as leases and decommissioning obligations - transactions for which entities recognize both an asset and a liability. In certain circumstances, entities are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. The amendments clarify that this exemption does not apply, and entities are required to recognize deferred tax on these transactions. The Group will consider the impact of all the above on its Financial Statements, although they are not expected to have any effect. These have not been adopted by the European Union.
Management's estimates and judgments are being constantly reassessed and are based on historic information and expectations for future events, which are deemed reasonable under the current circumstances.
(Amounts presented in thousand euros except otherwise stated)
The COVID-19 health crisis had led the global economy into a period of uncertainty and instability. The uncertainty that prevailed in the capital markets worldwide for two years since the outbreak of the pandemic seems to be receeding as population vaccinations intensify and trading activity is maintained at satisfactory levels. We believe that from the second half of 2022 there will be an even greater normalization of the situation and a gradual return to normalcy. The Group management closely monitor the developments and estimate that there will be no material impact on the market sectors in which it operates. The Group maintains its liquidity at satisfactory levels with total cash and financing lines largely exceeding its operating needs.
The global energy crisis that began in 2021 is characterized by the continued lack of energy around the world, but also by the sharp increase in its prices, affecting countries such as the United Kingdom, China and, among others, the European Union. Greece is experiencing a significant price increase in all forms of energy. Group management monitors the developments on a continuous basis so as to take all the necessary measures that may be needed. The energy crisis has brought further negative consequences to the global economy for 2022 and therefore has negatively affected the Group's activities by increasing the operating costs of the companies, but also by reducing the demand for their products and services due to the limitation of the purchasing power of consumers. Each of these developments could have an impact on the financial results of 2022. But the experience so far from the management of the crisis during the fiscal year 2021, makes the Group Management relatively optimistic about the achievement of the goals set for 2022.
The war between Russia and Ukraine is having a negative effect on the entire global economic activity, as Europe used to get almost 40% of its natural gas and 25% of its oil supplies from Russia and is therefore facing new price increases. In addition, Russia is the largest supplier of wheat in the world, and together with Ukraine, they used to account for almost 1/4 of the total world exports. As it has been made clear from the pandemic, small disruptions (of economic activity) in one region can cause unrest in places far away. The Group operates within the European Union and in sectors of activity that do not have a direct geographical connection to the events in Ukraine, however, geopolitical uncertainty has led to higher inflation and increased volatility in the energy market affecting the general economic environment, conditions which are likely to continue. In addition, there is an increased risk of disruptions in the global supply chain. Management constantly reassess the potential impact of developments on the activities of the Group's companies.
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 these exceed 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. When there are guarantees, the Company creates provisions for doubtful debts, with percentage less than 100% of the claim. Such estimates are highly subjective and require the judgment of management.
The Company examine on an annual basis whether the 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.
(Amounts presented in thousand euros except otherwise stated)
The present value of retirement obligations depends on several factors that are determined using actuarial methods and assumptions. Such actuarial assumption is the discount rate used to calculate the cost of retirement obligations. Changes in these assumptions will change the present value of the obligations presented on 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 on-going legal cases. Management evaluates the outcome of the cases and, if there is a potential negative outcome then the Company recognizes 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. The present value assessment is based on several factors which require the exercise of judgment.
The activities of the Group are divided into five business segments:
Management monitors the financial results of each business segment separately. These business segments are managed independently. The management personnel making business decisions is responsible for allocating resources and assessing performance of the business areas.
The category of Unallocated mainly includes the Company's activity.
The segment results for the period ended 30th of September 2022 and 30th of September 2021 are analysed as follows:
| 1 January to 30 September 2022 | Commercial Activities |
Information technology services |
Postal services | Production of electric power from renewable sources |
Unallocated | Continued operations |
Discontinued operations |
Total |
|---|---|---|---|---|---|---|---|---|
| Total gross segment sales | 573.478 | 128.287 | 103.283 | 8.486 | 409 | 813.943 | 27 | 813.970 |
| Inter-segment sales | (72.780) | (817) | (449) | (234) | (60) | (74.340) | - | (74.340) |
| Net sales | 500.698 | 127.470 | 102.834 | 8.252 | 349 | 739.603 | 27 | 739.630 |
| Operating profit/ (loss) | 15.738 | 10.537 | 15.117 | 5.997 | (186) | 47.203 | 145 | 47.348 |
| Finance (costs) / income | (2.610) | (688) | (537) | (857) | (73) | (4.765) | (2) | (4.766) |
| Profit/ (Loss) before income tax | 13.128 | 9.849 | 14.580 | 5.140 | (259) | 42.438 | 143 | 42.582 |
| Income tax expense | (10.085) | |||||||
| Profit/ (Loss) after tax for the period | 32.496 | |||||||
1 January to 30 September 2021
| Commercial Activities |
Information technology services |
Postal services | Production of electric power from renewable sources |
Unallocated | Continued operations |
Discontinued operations |
Total | |
|---|---|---|---|---|---|---|---|---|
| Total gross segment sales | 467.911 | 113.544 | 99.872 | 7.719 | 395 | 689.441 | 31.948 | 721.388 |
| Inter-segment sales | (48.620) | (1.841) | (1.279) | (234) | (131) | (52.104) | - | (52.104) |
| Net sales | 419.291 | 111.702 | 98.594 | 7.485 | 265 | 637.337 | 31.948 | 669.284 |
| Operating profit/ (loss) | 13.795 | 7.376 | 13.818 | 4.494 | 1.894 | 41.377 | 82.888 | 124.267 |
| Finance (costs) / income | (1.955) | (388) | (79) | (869) | (548) | (3.840) | (333) | (4.172) |
| Profit/ (Loss) before income tax | 11.840 | 6.989 | 13.739 | 3.625 | 1.346 | 37.537 | 82.555 | 120.093 |
| Income tax expense | (9.458) |
Profit/ (Loss) after tax for the period 110.635
(Amounts presented in thousand euros except otherwise stated)
On May 27, 2021, an agreement was signed between the Company and the French company Worldline for the sale of the stake held by the former in Cardlink One SA. The transaction was finally completed during April 2022 (Note 31).
In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations", the activities of subsidiary Cardlink One SA are characterized as discontinued activities and therefore its results in the closing period but also in the comparative period are presented separately.
Transactions between segments are performed on commercial terms and conditions equal to those that apply for transactions with external parties.
(Amounts presented in thousand euros 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 fittings |
Total | |
|---|---|---|---|---|---|
| GROUP - Cost | |||||
| 1 January 2021 | 37.014 | 62.159 | 12.574 | 33.601 | 145.348 |
| Additions | 467 | 3.049 | 8.909 | 7.295 | 19.720 |
| Disposals / Write-offs | - | (711) | - | (292) | (1.003) |
| Acquisition of subsidiaries | 1.155 | - | - | 240 | 1.395 |
| Disposal of subsidiaries | (739) | (22.155) | - | (179) | (23.073) |
| Impairment reversal | - | 100 | - | - | 100 |
| 31 December 2021 | 37.896 | 42.442 | 21.483 | 40.665 | 142.487 |
| Accumulated depreciation | |||||
| 1 January 2021 | (12.092) | (27.942) | - | (22.113) | (62.147) |
| Depreciation charge | (345) | (3.824) | - | (1.830) | (5.999) |
| Disposals / Write-offs | - | 628 | - | 232 | 860 |
| Acquisition of subsidiaries | (333) | - | - | (139) | (471) |
| Disposal of subsidiaries | 719 | 15.222 | - | 106 | 16.047 |
| 31 December 2021 | (12.051) | (15.916) | - | (23.744) | (51.711) |
| Net book value at 31 December 2021 | 25.845 | 26.526 | 21.483 | 16.921 | 90.776 |
| 1 January 2022 | 37.895 | 42.442 | 21.483 | 40.665 | 142.487 |
| Additions | 2.245 | 842 | 4.826 | 8.515 | 16.428 |
| Disposals / Write-offs | - | (1) | - | (2.951) | (2.952) |
| Acquisition of subsidiaries | 2.941 | 5.738 | - | 2.003 | 10.682 |
| Reclassifications | 25.588 | 9.495 | (25.588) | (9.495) | (0) |
| 30 September 2022 | 68.669 | 58.516 | 721 | 38.736 | 166.645 |
| Accumulated depreciation | |||||
| 1 January 2022 | (12.051) | (15.916) | - | (23.744) | (51.711) |
| Depreciation charge | (382) | (1.398) | - | (1.378) | (3.158) |
| Disposals / Write-offs | - | 1 | - | 2.758 | 2.759 |
| Acquisition of subsidiaries | (604) | (2.327) | - | (1.983) | (4.914) |
| 30 September 2022 | (13.037) | (19.640) | - | (24.347) | (57.025) |
| Net book value at 30 September 2022 | 55.634 | 38.876 | 721 | 14.389 | 109.622 |
(Amounts presented in thousand euros except otherwise stated)
| Land and buildings |
Vehicles and machinery |
Buildings under construction |
Furniture and fittings |
Total | |
|---|---|---|---|---|---|
| COMPANY - Cost | |||||
| 1 January 2021 | 12.980 | 321 | - | 1.657 | 14.958 |
| Additions | - | - | - | 10 | 10 |
| 31 December 2021 | 12.980 | 321 | - | 1.667 | 14.968 |
| Accumulated depreciation | |||||
| 1 January 2021 | (5.611) | (320) | - | (1.504) | (7.436) |
| Depreciation charge | (16) | - | - | (14) | (31) |
| 31 December 2021 | (5.628) | (320) | (1.517) | (7.467) | |
| Net book value at 31 December 2021 | 7.352 | 1 | - | 149 | 7.502 |
| 1 January 2022 | 12.980 | 321 | - | 1.667 | 14.968 |
| Additions | - | - | - | 8 | 8 |
| 30 September 2022 | 12.980 | 321 | - | 1.676 | 14.976 |
| Accumulated depreciation | |||||
| 1 January 2022 | (5.627) | (320) | - | (1.519) | (7.467) |
| Depreciation charge | (12) | - | - | (11) | (23) |
| 30 September 2022 | (5.638) | (320) | - | (1.530) | (7.489) |
| Net book value at 30 September 2022 | 7.342 | 1 | - | 146 | 7.487 |
The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 17.
The Goodwill of the Group is analyzed as follows:
| GROUP | |||
|---|---|---|---|
| 30/9/2022 | 31/12/2021 | ||
| At the beginning of the period | 19.350 | 31.551 | |
| Additions | 18.516 | 4.618 | |
| Disposal of subsidiaries | - | (16.820) | |
| At the end of the period | 37.866 | 19.350 |
The current period balance of euro 37.866 thousand of goodwill, concerns:
(Amounts presented in thousand euros except otherwise stated)
and to the provisional goodwill of euro 16.432 thousand from the company "G.E. Dimitriou AEE" over which the Company obtained control in the current period (99,09% share).
The amount of euro 4.618 thousand in the comparative period concerns the goodwill from the acquisitions of "Team Candi SA" and "Intelli Solutions SA", as described above, and the amount of euro (16.820) thousand concerns the goodwill for "Cardlink SA", that the Group owned by 85% and fully disposed of in 2021.
Goodwill is allocated to the Group's cash generating units (CGUs) identified according to country of operation & business segment.
The recoverable amount of each CGU is assessed based on its value-in-use. The assessment of value-in-use is based on the projected cash flows estimated according to the 5-year business plans developed by Management and is performed on an annual basis.
The intangible assets of the Group and the Company are analyzed as follows:
| Industrial property rights |
Software & Other |
Total | |
|---|---|---|---|
| GROUP - Cost | |||
| 1 January 2021 | 37.240 | 23.730 | 60.971 |
| Additions | - | 1.336 | 1.336 |
| Disposals / Write-offs | - | (6) | (6) |
| Acquisition of subsidiaries | - | 245 | 245 |
| Disposal of subsidiaries | - | (7.249) | (7.249) |
| 31 December 2021 | 37.240 | 18.056 | 55.297 |
| Accumulated depreciation | |||
| 1 January 2021 | (18.634) | (19.719) | (38.354) |
| Depreciation charge | (867) | (1.514) | (2.381) |
| Disposals / Write-offs | - | 6 | 6 |
| Acquisition of subsidiaries | - | (147) | (147) |
| Disposal of subsidiaries | - | 5.156 | 5.156 |
| 31 December 2021 | (19.501) | (16.218) | (35.719) |
| Net book value at 31 December 2021 | 17.739 | 1.838 | 19.578 |
| 1 January 2022 | 37.240 | 18.056 | 55.297 |
| Additions | - | 441 | 441 |
| Disposals / Write-offs | - | (5) | (5) |
| Acquisition of subsidiaries | 1.156 | 1.156 | |
| Acquisition of subsidiaries | 1.000 | - | 1.000 |
| 30 September 2022 | 38.240 | 19.648 | 57.889 |
| Accumulated depreciation | |||
| 1 January 2022 | (19.501) | (16.218) | (35.719) |
| Depreciation charge | (650) | (713) | (1.363) |
| Disposals / Write-offs | - | 5 | 5 |
| Acquisition of subsidiaries | - | (1.156) | (1.156) |
| 30 September 2022 | (20.151) | (18.081) | (38.233) |
| Net book value at 30 September 2022 | 18.089 | 1.567 | 19.655 |
(Amounts presented in thousand euros except otherwise stated)
| Software | Total | |
|---|---|---|
| COMPANY - Cost | ||
| 1 January 2021 | 48 | 48 |
| 31 December 2021 | 48 | 48 |
| Accumulated depreciation | ||
| 1 January 2021 | (45) | (45) |
| Depreciation charge | (2) | (2) |
| 31 December 2021 | (47) | (47) |
| Net book value at 31 December 2021 | 1 | 1 |
| 1 January 2022 | 48 | 48 |
| Additions | 2 | 2 |
| 30 September 2022 | 50 | 50 |
| Accumulated depreciation | ||
| 1 January 2021 | (47) | (47) |
| 30 September 2022 | (47) | (47) |
| Net book value at 30 September 2022 | 3 | 3 |
The balance of euro 18.089 thousand of the unamortized value of the industrial property rights in the Group mainly includes euro 17 million relating to licenses for energy production from renewable energy sources and euro 1 million relating to trademarks.
Regarding licenses, the above amount was determined following the purchase price allocations of the power plants and is being amortized under a useful life of 27 years from the date of commencement of operation of each plant.
Regarding trademarks, these concern the subsidiary "G.E. Dimitriou AEE", are of indefinite useful life and are therefore annually tested for impairment following the method "Relief from Royalties".
| GROUP | |||
|---|---|---|---|
| 30/9/2022 31/12/2021 |
|||
| Balance at the beginning of the period | 2.735 | 2.735 | |
| Fair value adjustments | - | - | |
| Balance at the end of the period | 2.735 | 2.735 |
The balance of euro 2.735 thousand concerns the fair value of the subsidiary's, "UNISYSTEMS S.A.", land, in Athens, which had been acquired in 2006 with initial intention the construction of offices for self-occupation. In 2007 the management decided not to construct the mentioned offices. Thus, this land is now owned for future appreciation rather than short term disposal, and, based on the requirements of IAS 40 «Investment Property», it has been reclassified from Property, plant and equipment to Investment Property.
(Amounts presented in thousand euros except otherwise stated)
The movement of investment in subsidiaries is as follows:
| COMPANY | |||
|---|---|---|---|
| 30/9/2022 | 31/12/2021 | ||
| Balance at the beginning of the period | 108.908 | 65.053 | |
| Additions | 4.994 | - | |
| Impairment reversal for Unisystems | |||
| SMSA & Info Quest Technologies | - | 52.411 | |
| SMSA | |||
| Transfer tο assets held for sale | - | (281) | |
| Share capital increase of subsidiaries | - | 50 | |
| Share capital decrease of subsidiaries | - | (2.500) | |
| Cardlink disposal | - | (5.825) | |
| Balance at the end of the period | 113.902 | 108.908 | |
| Non current assets | 113.902 | 108.908 | |
| Current assets | - | - | |
| 113.902 | 108.908 |
The additions of the current period of euro 4.994 thousand relate to the cost of the new investment in "G.E. Dimitriou AEE" following the participation of the Company in the share capital increase of the former by the said amount.
The amount of euro 52.411 thousand in prior year concerns reversal of impairment for subsidiaries «Info Quest Technologies S.A.» (euro 13.431 thousand) and «Unisystems S.A.» (euro 38.980) based on the annual impairment review for investments in subsidiaries that was done at the end of the previous fiscal year as per the requirements of IAS 36 – Impairment of assets. Based on the relevant valuations following the DCF method, the recoverable amount of the investments was found to be significantly higher compared to their carrying amount as a direct consequence of their strong financial performance. Following this, Management decided for the reversal of the relevant impairments as of December 31st, 2021.
The amount of euro (281) thousand in the previous year relates to the reclass of subsidiary «Cardlink One S.A.» from non-current assets to assets held for sale upon its upcoming disposal, that was finally completed during the current period (Note 31).
The amount of euro (5.825) thousand in the previous year relates to the disposal of subsidiary «Cardlink S.A.», whereas the amount of euro (2.500) thousand relates to the share capital decrease with cash return of subsidiary «Unisystems S.A.».
The carrying amounts of Company's investments in subsidiaries are summarized below:
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS SMSA | Greece | 60.431 | - | 60.431 | 100,00% |
| ACS SMSA | Greece | 2.368 | - | 2.368 | 100,00% |
| ISQUARE SMSA | Greece | 60 | - | 60 | 100,00% |
| QUEST ΕΝΕRGY S.A. | Greece | 17.168 | - | 17.168 | 100,00% |
| QUEST onLINE SMSA | Greece | 810 | (810) | - | 100,00% |
| INFO QUEST Technologies SMSA | Greece | 25.375 | - | 25.375 | 100,00% |
| ISTORM SMSA | Greece | 3.157 | - | 3.157 | 100,00% |
| CLIMA QUEST SMSA | Greece | 200 | - | 200 | 100,00% |
| FOQUS SMSA | Greece | 50 | - | 50 | 100,00% |
| G.E. Dimitriou AEE | Greece | 4.994 | - | 4.994 | 99,09% |
| Quest international SRL | Belgium | 100 | - | 100 | 100,00% |
| 114.713 | (810) | 113.903 |
(Amounts presented in thousand euros except otherwise stated)
| 31 December 2021 | |
|---|---|
| Name | Country of incorporation |
Cost | Impairment | Carrying amount |
% interest held |
|---|---|---|---|---|---|
| UNISYSTEMS SMSA | Greece | 60.431 | - | 60.431 | 100,00% |
| ACS SMSA | Greece | 2.368 | - | 2.368 | 100,00% |
| ISQUARE SMSA | Greece | 60 | - | 60 | 100,00% |
| QUEST ΕΝΕRGY S.A. | Greece | 17.168 | - | 17.168 | 100,00% |
| QUEST onLINE SMSA | Greece | 810 | (810) | - | 100,00% |
| INFO QUEST Technologies SMSA | Greece | 25.375 | - | 25.375 | 100,00% |
| ISTORM SMSA | Greece | 3.157 | - | 3.157 | 100,00% |
| CLIMA QUEST SMSA | Greece | 200 | - | 200 | 100,00% |
| FOQUS MAE | Greece | 50 | - | 50 | 100,00% |
| Quest international SRL | Belgium | 100 | - | 100 | 100,00% |
| 109.719 | (810) | 108.908 |
Management have assessed that no further indicators for impairment / reversal of impairment exist for the investments in subsidiaries. Recoverable amounts will be re-assessed at year-end for investment valuation purposes.
In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are presented below:
(Amounts presented in thousand euros except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Balance at the beginning of the period | 386 | 94 | - | - |
| Additions | 97 | 292 | - | - |
| Acquisition of associates | 127 | - | - | - |
| Balance at the end of the period | 610 | 386 | - | - |
The amount of euro 127 thousand in current period originates from the newly-acquired subsidiary "G.E. Dimitriou AEE" and specifically relates to its associate "TOYOTOMI ITALIA SRL" (35%).
The investments in associates include NUBIS SA (43,26% interest), that is currently under liquidation, ACS Cyprus LTD (20% interest), Probotek (25% interest) and OPTECHAIN PC (20% interest).
To the extent that there is no material impact on the financial results, the Group may not consolidate all associates under the equity method.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Balance at the beginning of the period | 736 | 4.656 | 117 | 3.468 |
| Additions | 43 | 122 | - | 5 |
| Disposals / Write-offs | (426) | (4.558) | - | (3.867) |
| Impairment reversal | - | 511 | - | 510 |
| Revaluation at fair value | - | - | - | 2 |
| Acquisition of subsidiaries | 32 | - | - | - |
| Other | - | 5 | - | - |
| Balance at the end of the period | 385 | 736 | 117 | 117 |
| Non-current assets | 349 | 700 | 100 | 100 |
| Current assets | 36 | 36 | 17 | 17 |
| 385 | 736 | 117 | 117 | |
| GROUP | COMPANY | |||
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Listed securities: | ||||
| Shares - Greece | 385 | 736 | 117 | 117 |
| 385 | 736 | 117 | 117 |
The Financial Assets at fair value through P&L comprise of 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.
At the end of the prior fiscal year 2021 the Company performed a re-assessment of the fair value of the above instruments using the DCF method.
The amount of euro 426 thousand in the current period concerns disposal of stake in company Accusonus, that was held by the indirect participation of company iQbility, against a consideration of euro 1.652 thousand. From this transaction, a profit of euro 1.226 thousand arose for the Group that has been presented under Other gains / (losses) (Note 30).
In prior year, the Company disposed of its share of 25% in company "TEKA Systems SA" against a consideration of euro 5.000 thousand. From this transaction, a profit of euro 1.920 thousand arose for the Group that has been presented under Other Profit / (Loss) (Note 30).
(Amounts presented in thousand euros except otherwise stated)
| Number of shares |
Ordinary shares value |
Share premium |
Total value | |
|---|---|---|---|---|
| 1 January 2021 | 35.740.896 | 47.535 | - | 47.535 |
| 31 December 2021 | 35.740.896 | 47.535 | - | 47.535 |
| 1 January 2022 | 35.740.896 | 47.535 | - | 47.535 |
| Split of shares | 71.481.792 | (357) | - | (357) |
| 30 September 2022 | 107.222.688 | 47.178 | - | 47.178 |
The Extraordinary General Meeting of the Company's shareholders, held on 28.02.2022, decided inter alia for the reduction of the nominal share value from euro 1,33 to euro 0,44 and the simultaneous increase of the total number of shares from 35.740.896 to 107.222.688 common registered voting shares (split). The 71.481.792 new shares were distributed free‐of‐charge to the shareholders of the Company in ratio of 3 new common registered shares for each 1 old common registered share. Following the above change, the share capital of the Company now amounts to euro 47.177.982,72, divided into 107.222.688 common registered voting shares with a nominal value of euro 0,44 each. At the same time, a special purpose reserve was formed, according to art. 31 par. 2 of Law 4548/2018 amounting to euro 357 thousand for the purpose of rounding off the new nominal value of the share.
At the end of the current period, the Company holds 530.322 own shares which represent 0,49% of the share capital with an average acquisition price of € 4,21 per share.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Non-current borrowings | ||||
| Bank borrowings | 1.937 | 2.097 | - | - |
| Bonds | 60.084 | 42.208 | - | - |
| Total non-current borrowings | 62.021 | 44.305 | - | - |
| Current borrowings | ||||
| Bank borrowings | 60.024 | 14.247 | - | - |
| Bonds | 6.100 | 19.915 | - | 11.990 |
| Other borrowings (Factoring) | 250 | 3 | - | - |
| Total current borrowings | 66.374 | 34.165 | - | 11.990 |
| Total borrowings | 128.395 | 78.470 | - | 11.990 |
The Group has approved credit lines with financial institutions of euro 226 million and the Company of euro 5,5 million. Short term borrowings fair values reach their book values.
The movement of borrowings is analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Balance at the beginning of the period | 78.470 | 86.628 | 11.990 | 11.977 |
| Repayment of borrowings | (16.856) | (10.643) | (11.990) | - |
| Proceeds from borrowings | 59.982 | 13.485 | - | 13 |
| Acquisition of subsidiaries | - | (11.000) | - | - |
| Disposal of subsidiaries | 6.799 | - | - | - |
| Balance at the end of the period | 128.395 | 78.470 | - | 11.990 |
Both the Company and the Group are not exposed to foreign exchange risk since the total of borrowings for the first 9 months of 2022 was denominated in euro.
(Amounts presented in thousand euros except otherwise stated)
The proceeds from borrowings in the period concern mainly new loans drawn down from subsidiaries "Info Quest Technologies SMSA" and "Unisystems SMSA" for the coverage of working capital needs.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Between 1 and 2 years | 9.710 | 7.174 | - | - |
| Between 2 and 3 years | 14.063 | 8.084 | - | - |
| Between 3 and 5 years | 29.487 | 18.536 | - | - |
| Over 5 years | 8.760 | 10.511 | - | - |
| 62.020 | 44.305 | - | - |
The Company is exposed to interest rate changes that prevail in the market and which affect its financial position and cash flows. The cost of debt may either increase or decrease because of the abovementioned fluctuations.
On July 27, 2020, Quest Holdings S.A. entered a bond loan with ALPHA BANK amounting to Euro 12,000 thousand, in accordance with the provisions of Law 4548/2018 and Law 3156/2003. ALPHA BANK SA was appointed as loan administrator and representative of bondholders and bond issuers. The company fully repaid the loan within February 2022.
On April 24th, 2019, the subsidiary "Wind Sieben S.A." entered a Bond Loan with Alpha Bank, amounting to 3.500 thousand Euro. The repayment of the loan will be made in 26 quarterly instalments commencing on 30/6/2019, and the last instalment amounting to 334 thousand Euro will be repaid according to the repayment plan on 30/6/2025. To meet the terms of the loan, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,25. The company will assess at the end of the fiscal year whether the above ratio is met.
On September 28, 2020, the subsidiary "Kinigos S.A." entered into a Bond Loan with National Bank of Greece, amounting to 18.070 thousand Euro. The repayment of the loan will be made in 22 six-month instalments commencing on 31/12/2020. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR)> 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Info Quest Technologies S.A.» on July 27, 2020 entered into a Bond loan with Alpha bank amounting to euro 10.000 thousand. The duration of the loan is five years and the last installment of the loan will be on 27/7/2025. In addition, the subsidiary «Info Quest Technologies S.A.» on July 30, 2020 entered into a Bond loan with the National Bank amounting to 10.000 thousand euro. The duration of the loan is five years and the last installment of the loan will be on 27/7/2025. In addition, on August 30, 2022, the company concluded a bond loan with Alpha Bank for the amount of euro 23,000 thousand. The duration of the loan is 3 years and the last installment of the will be paid on 29/08/2025.
The subsidiary «Quest Energy S.A.» on November 17, 2020 entered into a Bond loan with Alpha bank amounting to 3.000 thousand euro. The repayment of the loan will be made in 14 quarterly instalments commencing on 17/2/2021. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR)> 1,25. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Beta Sunenergia Karvali S.A.» on April 12, 2021 entered into a Bond Loan with Piraeus Bank amounting to Euro 1.280 thousand. The duration of the loan is seven years, and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
(Amounts presented in thousand euros except otherwise stated)
The subsidiary «Nuovo Kavala Phottopower S.A.» on April 12, 2021 entered into a Bond Loan with Piraeus Bank in the amount of 1.311 thousand euro. The duration of the loan is seven years, and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Petrox Solar Power S.A.» on April 12, 2021 entered into a Bond Loan with Piraeus Bank amounting to Euro 1.327 thousand. The duration of the loan is seven years and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Phottopower Evmirio Beta S.A.» on April 20, 2021 entered into a Bond Loan with Piraeus Bank in the amount of 1.338 thousand. The duration of the loan is seven years and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Energy Beta Xanthi S.A.» on April 14, 2021 entered into a Bond Loan with Piraeus Bank amounting to euro 1.363 thousand. The duration of the loan is seven years and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Mylopotamos Fos 2 S.A.» on April 14, 2021 entered into a Bond Loan with Piraeus Bank amounting to Euro 1.287 thousand. The duration of the loan is seven years, and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Fos Energia Kavala S.A.» on April 14, 2021 entered into a Bond Loan with Piraeus Bank amounting to 1.319 thousand euro. The duration of the loan is seven years and the last instalment of the loan will be paid on 31/12/2028. To meet the terms of the borrowing, the company must achieve on an annual basis the debt service ratio defined as profit before interest and amortization divided by net financial expenses plus loans paid (DSCR) > 1,1. The company will assess at the end of the fiscal year whether the above ratio is met.
The subsidiary «Xylades Energeiaki S.A.» on June 18, 2021 concluded a Bond Loan with Eurobank Bank amounting to Euro 1,310 thousand. The duration of the loan is five years and the last installment of the loan will be paid on 31/03/2026.
The Group and the Company have contingent liabilities arising from bank and other guarantees and other matters that have arisen in the ordinary course of business and are not anticipated to materialize.
The contingent liabilities are analysed as follows:
(Amounts presented in thousand euros except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Letters of guarantee to customers securing contract performance | 32.719 | 35.995 | 4.063 | 8.125 |
| Letters of guarantee for participation in tenders | 3.795 | 3.320 | - | - |
| Letters of guarantee for advances | 4.346 | 4.074 | - | - |
| Letters of guarantee to banks on behalf of subsidiaries | 39.900 | 43.440 | 39.900 | 43.440 |
| Letters of guarantee to creditors on behalf of subsidiaries | 44.716 | 20.383 | 44.716 | 20.383 |
| Other | 18.243 | 22.312 | - | - |
| 143.718 | 129.524 | 88.679 | 71.948 |
In addition to the above, the following specific issues should be noted:
The tax obligations of the Group are not final since there are fiscal periods which have not been inspected by the tax authorities. The open tax years for each Group entity are further presented under Note 23.
The Company acts as guarantor for the bank loans of several Group entities.
Furthermore, there are various legal cases against Group entities from which however no additional material exposure exists as per Management's latest assessment, apart from the amounts already provided for by Management in the interim condensed financial statements for the period ended September 30 th, 2022.
At the end of the closing period, the following encumbrances for the companies of the Group exist:
The company "QUEST ENERGY S.A." concluded on November 17, 2020 a 9-year Bond Loan Agreement with ALPHA BANK amounting to € 3.000 thousand. The current outstanding balance amounts to € 2.417 thousand and has been secured with a Pledge Agreement concluded on securities.
The company "Xylades Energeiaki S.A." concluded on May 11, 2012 a 10-year Debt Loan Agreement with TT (Eurobank), amounting to € 2.548 thousand. The current outstanding balance is € 254 thousand and has been secured with a since July 23, 2012 Pledge Agreement on Law 2844/2000, based on which the fixed equipment of the said company has been pledged.
On June 18, 2021 a 5-year Bond Loan Agreement, with Eurobank Bank amounting to € 1.310 thousand was concluded. The current outstanding amount amounts to € 1.280 thousand and has been secured with a since 18 June 2021 Pledge Agreement (Law 2844/2000).
On July 28, 2022 a credit facility was concluded amounting to € 3.450.000.
The company "Wind Sieben S.A." has concluded:
a The Pledge Agreement from April 24, 2019 (Law 2844/2000), based on which the fixed equipment of the said company has been pledged and
b The Pledge Agreement from April 24, 2019 on Bonds.
The company "Fos Energy Kavala M.A.E." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Mylopotamos Fos 2 S.A." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Fos Energy Beta Xanthi S.A." has concluded:
(Amounts presented in thousand euros except otherwise stated)
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Phottopower Evmirio Beta S.A." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Petrox Solar Power S.A." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Nuovo Kavala Phottopower S.A." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Beta Sunenergia Karvali M.A.E." has concluded:
a The Pledge Agreement dated 12 April 2021 (Law 2844/2000), under which the fixed equipment of the company in question has been pledged and
b The from April 12, 2021 Pledge Supply Agreement on Bonds.
The company "Kinigos S.A." has concluded:
a The Pledge Agreement from September 28, 2020 (Law 2844/2000), based on which the fixed equipment of the company in question has been pledged and
b The Pledge Agreement from 28 September 2020 on Bonds.
The company "MKBT P.C." concluded on 23 December 2020 Loan Agreement amounting to € 479 thousand. The current outstanding balance amounts to € 432 thousand and has been secured with the following: The Pledge Agreement from 27 April 2021 on securities with Optima Bank.
The company "SUNNYVIEW P.C." concluded on 23 December 2020 Loan Agreement amounting to € 479 thousand. The current outstanding balance amounts to € 432 thousand and has been secured with the following: The Pledge Agreement from 21 April 2021 on securities with Optima Bank.
On the property of the company "G.E. DIMITRIOU S.A." located in Athens, 62 Dyrrachiou Street, a promissory note in favor of the Bank of Cyprus had been registered for the amount of one million five hundred thousand euros (€1,500,000) and fully mortgaged on 16.7.2019.
In the context of the validation of the restructuring agreement (decision 146/2022 of the Multi-Member Court of First Instance of Athens) a note with no. 539/20.04.2022 was registered for the company's obligation to transfer the property at 62 Dyrrachiou str. to Bank of Cyprus Public Company Limited.
Part of the borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.
(Amounts presented in thousand euros except otherwise stated)
At the reporting date, September 30 st , 2022, there are no capital expenditures contracted for the Group or the Company.
Total (35) 38
Income tax expense of the Group and Company for the period ended September 30, 2022 and September 30, 2021 respectively was:
| GROUP | ||||||
|---|---|---|---|---|---|---|
| Continuing operations |
01/01/2022-30/9/2022 Discontinued operations |
Total | Continuing operations |
01/01/2021-30/9/2021 Discontinued operations |
Total | |
| Current tax | (8.088) | - | (8.088) | (9.154) | (1.808) | (10.962) |
| Deferred tax | (1.999) | 1 | (1.998) | 1.361 | 142 | 1.503 |
| Total | (10.087) | 1 | (10.086) | (7.793) | (1.666) | (9.459) |
| COMPANY | ||||||
| Deferred tax | 01/01/2022- 30/9/2022 (35) |
01/01/2021- 30/9/2021 38 |
The impact of the income tax on the earnings before tax of the Group for the period ended 30 September 2022 is at 24%, whereas for the comparative period of 2021 was at 8%.
The difference in the rate between the two periods is due to the profit of euro 75.8 million that arose at Group level in the corresponding period of 2021 from the sale of the subsidiary "Cardlink S.A." and which was not taxed at Company level, based on Circular E.2057/2021 for the implementation of the provisions of article 48A of L.4172/2013, which provide that, under specific conditions, a Greek company may sell holdings (securities) owned in another legal entity without being taxed on the resulting capital gain.
Regarding the Company's subsidiaries located abroad, the local tax rates are applied for the calculation of the current tax. The tax on the Company's pre-tax profits differs from the theoretical amount that would result if we used the weighted average tax rate of the country of origin of each company.
Based on art. 120 of Law 4799/2021 the income tax rate of legal entities is reduced by 2% (from 24% to 22%) for the income of the tax year 2021 onwards.
As per resolution of the Annual Ordinary General Meeting of June 15, 2022, the Company distributed dividend after excluding from this process the treasury shares held, amounting to € 1,25 (gross amount) per share on the 35.740.896 shares of the Company, which, as per resolution of the Extraordinary General Meeting held on February 28, 2022, were split (split: 1 old share for 3 new shares) into 107.222.688 new shares. In addition, as further decided by the Annual Ordinary General Meeting of June 15, 2022, the distribution of dividend of € 0,15 (gross amount) for the new number of shares (107.222.688) was decided. It is noted that the adjusted (based on the number of new shares) dividend for fiscal year 2021 amounted to € 0,4167 per share and concerned the interim dividend plus € 0,15 per share, namely a total amount of € 0,5667 per share (gross amount).
The Ordinary General Meeting of 18/06/2021 decided the distribution of a part of retained earnings of previous years, amounting to euro 10.706 thousand. (€ 0,30 per share, gross amount, € 0,285 net amount after 5% withholding) and excluding the 54.664 treasury shares held by the Company, from the profits of previous years.
(Amounts presented in thousand euros except otherwise stated)
The following transactions were carried out with related parties:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01/01/2022- 30/09/2022 |
01/01/2021- 30/09/2021 |
01/01/2022- 30/09/2022 |
01/01/2021- 30/09/2021 |
||
| i) Sales of goods and services | |||||
| Sales of goods to: | 2.287 | 3.516 | - | - | |
| - Other related parties | 2.287 | 3.516 | - | - | |
| Sales of services to: | 1.125 | 1.650 | 1.205 | 1.159 | |
| -Unisystems Group | - | - | 485 | 456 | |
| -Info Quest Technologies | - | - | 167 | 157 | |
| -ACS | - | - | 237 | 221 | |
| -iStorm | - | - | 12 | 15 | |
| -iSquare | - | - | 144 | 137 | |
| - Other direct subsidiaries | - | - | 158 | 166 | |
| - Other indirect subsidiaries | - | - | - | - | |
| - Other related parties | 1.125 | 1.650 | 2 | 6 | |
| Dividends | - | - | 14.020 | 11.429 | |
| -Unisystems | - | - | 3.015 | - | |
| -Info Quest Technologies | - | - | 2.500 | 2.000 | |
| -ACS | - | - | 5.003 | 7.029 | |
| -iStorm | - | - | 1.000 | - | |
| -iSquare | - | - | 2.502 | 2.400 | |
| 3.412 | 5.166 | 15.225 | 12.587 | ||
| ii) Purchases of goods and services | |||||
| Purchases of services from: | 2.024 | 1.776 | 118 | 94 | |
| -Unisystems | - | - | 7 | 5 | |
| - Info Quest Technologies | - | - | 38 | 32 | |
| - Other related parties | 2.024 | 1.776 | 73 | 57 | |
| 2.024 | 1.776 | 118 | 93 | ||
| iii) Benefits to management | |||||
| Salaries and other short-term employment benefits | 8.128 | 4.378 | 442 | 345 | |
| 8.128 | 4.378 | 442 | 345 |
(Amounts presented in thousand euros except otherwise stated)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
| Receivables from related parties: | ||||
| -Unisystems | - | - | 106 | 110 |
| -Info Quest Technologies | - | - | 4.522 | 2.021 |
| -ACS | - | - | 22 | 22 |
| -iStorm | - | - | 1 | - |
| -iSquare | - | - | 18 | 19 |
| - Other direct subsidiaries | - | - | 4.470 | 2.270 |
| - Other related parties | 3.617 | 3.463 | 16 | 16 |
| 3.617 | 3.463 | 9.155 | 4.458 | |
| Payables to related parties: | ||||
| -Info Quest Technologies | - | - | 6 | 3 |
| -ACS | - | - | - | 13 |
| - Other related parties | 183 | 138 | 6 | 5 |
| 183 | 138 | 12 | 21 | |
| v) Receivables from management and BOD members | - | - | - | - |
| vi) Payables to management and BOD members | - | - | - | - |
Services from, and to related parties as well as sales and purchases of goods, are conducted under arm's length.
The amount of euro 8.128 thousand for benefits to management in current period basically concerns salaries as per requirements of IAS 24 "Related parties".
Transactions with other associated members also include transactions with the company "BriQ Properties REIC", which was a subsidiary of the Company up to July 31st, 2017, and today is an associated member, although not directly nor indirectly owned by the Company, due to common key shareholders and significant business relationships, which mainly concern property leases.
| GROUP | COMPAΝY | |||
|---|---|---|---|---|
| BriQ Properties REIC | 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 |
| Lease liabilities, opening balance | 8.394 | 9.803 | 402 | 477 |
| Lease payments | (7.569) | (5.475) | (429) | (278) |
| Contract Modifications | 11.272 | 2.844 | 276 | 148 |
| Interest expense | 1.551 | 1.222 | 111 | 55 |
| Lease liabilities, ending balance | 13.649 | 8.394 | 360 | 402 |
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 after excluding any ordinary treasury shares held by the Company.
(Amounts presented in thousand euros except otherwise stated)
| GROUP | ||||||
|---|---|---|---|---|---|---|
| 01/01/2022-30/09/2022 | 01/01/2021-30/09/2021 | |||||
| Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Earnings/ (Losses) from continuing operations attributable to equity holders of the Company |
31.815 | 129 | 31.944 | 29.744 | 80.131 | 109.875 |
| Weighted average number of ordinary shares in issue (in thousand) | 106.693 | 106.693 | 106.693 | 107.059 | 107.059 | 107.059 |
| Basic and diluted earnings/ (losses) per share (Euro per share) | 0,2982 | 0,0012 | 0,2994 | 0,2778 | 0,7484 | 1,0263 |
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 | - | - | - | - | 2016-2021 |
| * Unisystems S.A. | www.unisystems.com | Greece | 100,00% | Full | 2016-2021 | |
| - Unisystems Belgium S.A. | - | Belgium | 100,00% | 100,00% | Full | 2016-2021 |
| - Parkmobile Hellas S.A. | - | Greece | 40,00% | 40,00% | Equity Method | 2016-2021 |
| - Intelli Solustions S.A. | https://intelli-corp.com/ | Greece | 60,00% | 60,00% | Full | - |
| -Intelli d.o.o. Beograd | - | Serbia | 60,00% | 60,00% | Full | |
| -Intelli Solutions Bulgaria eood | - | Bulgaria | 60,00% | 60,00% | Full | |
| - Unisystems Cyprus Ltd | - | Cyprus | 100,00% | Full | 2016-2021 | |
| - Unisystems Information Technology Systems SRL | - | Romania | 100,00% | 100,00% | Full | 2016-2021 |
| * ACS S.A. | www.acscourier.net | Greece | 100,00% | Full | 2016-2021 | |
| - ACS UK Invest LTD | - | UK | 100,00% | 100,00% | Full | - |
| - GPS Postal Services ΜΙΚΕ | www.genpost.gr | Greece | 100,00% | 100,00% | Full | - |
| - ACS Cyprus ltd | - | Greece | 20,00% | 20,00% | Equity Method | - |
| * Quest Energy S.A. | www.questenergy.gr | Greece | 100,00% | Full | 2016-2021 | |
| - Wind farm of Viotia Amalia S.A. | www.aioliko-amalia.gr | Greece | 100,00% | 0,00% | Full | 2016-2021 |
| - ΜΚΒΤ P.C. | - | Greece | 100,00% | 100,00% | Full | - |
| - Wind farm of Viotia Megalo Plai S.A. | www.aioliko-megaloplai.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - SUNNYVIEW P.C. | - | Greece | 100,00% | 100,00% | Full | - |
| - Quest Aioliki Livadiou Larisas Ltd | www.questaioliki-livadi.gr | Greece | 98,67% | 98,67% | Full | 2016-2021 |
| - Quest Aioliki Servion Kozanis Ltd | www.questaioliki-servia.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - Quest Aioliki Distomou Megalo Plai Ltd | www.questaioliki-megaloplai.gr | Greece | 98,67% | 98,67% | Full | 2016-2021 |
| - Quest Aioliki Sidirokastrou Hortero Ltd | www.questaioliki-hortero.gr | Greece | 98,67% | 98,67% | Full | 2016-2021 |
| - Xylades Energeiaki S.A. | www.xyladesenergiaki.gr/ | Greece | 99,00% | 99,00% | Full | 2016-2021 |
| - Damafco Energy PC | - | Greece | 100,00% | 99,00% | Full | 2020-2021 |
| - DMN Energy SMPC | - | Greece | 100,00% | 99,00% | Full | 2020-2021 |
| - Pharos Energy SA | - | Greece | 100,00% | 99,00% | Full | - |
| - BETA SUNENERGIA KARVALI S.A. | www.betakarvali.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - Fos Energia Kavalas S.A. | www.foskavala.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - NUOVO KAVALA PHOTOPOWER S.A. | www.nuovophoto.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - Energia fotos beta Xanthis S.A. | www.fosxanthi.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - PETROX SOLAR POWER S.A. | www.petroxsolar.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - PHOTOPOWER EVMIRIO BETA S.A. | www.photoevmirio.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - Mylopotamos Fos 2 S.A. | www.mylofos2.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - Wind Sieben S.A. | www.windsieben.gr/ | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| - ADEPIO LTD | - | Cyprus | 100,00% | Full | - | |
| - Kinigos S.A. | www.atgke-kinigos.gr | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| * iSquare S.A. | www.isquare.gr | Greece | 100,00% | Full | 2016-2021 | |
| iQbility M Ltd | www.iqbility.com | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| * Info Quest Technologies S.A. | www.infoquest.gr | Greece | 100,00% | Full | 2016-2021 | |
| - Info Quest Technologies LTD | - | Cyprus | 100,00% | 100,00% | Full | - |
| - Team Candi S.A. | https://candi.gr/ | Greece | 100,00% | 100,00% | Full | 2016-2021 |
| * iStorm S.A. | www.store.istorm.gr | Greece | 100,00% | Full | 2016-2021 | |
| - iStorm Cyprus ltd | - | Cyprus | 100,00% | 100,00% | Full | - |
| * QuestOnLine S.A. | www.qol.gr | Greece | 100,00% | Full | 2016-2021 | |
| * DIASIMO Holdings ltd | - | Cyprus | 100,00% | Full | - | |
| - Blue onar ltd | - | Cyprus | 50,00% | 50,00% | Equity Method | - |
| * Quest International SRL | www.questinternational.eu | Belgium | 100,00% | Full | - | |
| * Clima Quest S.A. | www.climaquest.gr | Greece | 100,00% | Full | 2020-2021 | |
| * FOQUS S.A. | www.foqus.gr | Greece | 100,00% | Full | 2021 | |
| * G.E. Dimitriou A.E.E. | www.gedsa.gr | Greece | 99,09% | Full | 2016-2021 | |
| - Applications Service Providers S.A. | - | Greece | 65,00% | 64,41% | Full | 2016-2021 |
| - Singer Appliances Bulgaria O.O.D. | - | Bulgaria | 80,00% | 79,27% | Full | - |
| - G.E.D. Toyotomi Italia S.R.L. | - | Italy | 99,00% | 98,10% | Full | - |
| - Toyotomi Italia S.R.L. | - | Italy | 34,65% | 34,33% | Equity Method | - |
| - Spiros Tassoglou & SIA O.E. | - | Greece | 95,00% | 94,14% | - | Under liquidation |
| - SC DELTA HOTELIA ROMANIA S.R.L. | - | Romania | 100,00% | 99,09% | - | Under liquidation |
| * Nubis S.A. | www.nubis.gr | Greece | 43.26% | Equity Method | - | |
| COSMOS BUSINESS SYSTEMS AE | www.sbs.gr | Greece | 16,88% | - | - | |
* Direct investment
** Parent Company
(Amounts presented in thousand euros except otherwise stated)
Number of employees at the end of the current period: Group 2.517, Company 6 at the end of the previous year: Group 2.329, Company 6.
The Group has fully diversified activities and therefore no material impact from the factor of seasonality exists. Sales are evenly allocated throughout the year.
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 2021 | 17.179 | 2.020 | 1.058 | 20.255 | |
| Additions | 3.034 | 1.132 | - | 4.167 | |
| Depreciation charge | (3.648) | (955) | (976) | (5.578) | |
| Early termination of contracts | (3) | - | - | (3) | |
| Disposal of subsidiaries | (48) | (108) | (32) | (188) | |
| Reclassifications | 72 | (21) | (50) | 1 | |
| Changes in contract estimates | 38 | (25) | - | 13 | |
| 31 December 2021 | 16.625 | 2.043 | - | 18.667 |
| GROUP | |||||
|---|---|---|---|---|---|
| Land and buildings |
Vehicles | Machinery | Total | ||
| 1st January 2022 | 16.624 | 2.043 | - | 18.665 | |
| Additions | 10.367 | 762 | - | 11.129 | |
| Depreciation charge | (3.236) | (724) | - | (3.960) | |
| Early termination of contracts | (384) | (1) | - | (385) | |
| Acquisition of subsidiaries | 646 | - | - | 646 | |
| Reclassifications | 15 | - | - | 15 | |
| Changes in contract estimates | 106 | (18) | - | 88 | |
| 30 September 2022 | 24.138 | 2.062 | - | 26.198 |
(Amounts presented in thousand euros except otherwise stated)
| COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land and buildings |
Vehicles | Machinery | Total | |||||
| 1st January 2021 | 461 | 22 | - | 483 | ||||
| Depreciation charge | (80) | (11) | - | (90) | ||||
| 31 December 2021 | 381 | 11 | - | 392 | ||||
| COMPANY | ||||||||
| Land and buildings |
Vehicles | Machinery | Total | |||||
| 1st January 2022 | 381 | 11 | - | 393 | ||||
| Additions | 19 | 22 | - | 41 | ||||
| Depreciation charge | (63) | (9) | - | (72) | ||||
| 30 September 2022 | 337 | 24 | - | 362 |
The additions of euro 11.129 thousand for the current period include mainly additions for subsidiary "Infoquest Technologies SA" upon the commencement of lease of the new logistics center in Aspropyrgos, Attica.
Lease contracts usually have a fixed term from 4 to 10 years but may have extensions or termination rights.
The main contracts of the Group containing this type of rights mainly concern buildings. In their majority, these leases provide termination rights after a determined period. In most cases, it was considered that the termination rights are rather improbable to be exercised, as they basically serve the activities of the Group.
Lease contracts do not impose other penalties except for the security on the leased assets held by the lessor. Leased assets may not be used as security for borrowing purposes.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/09/2022 | 31/12/2021 | 30/09/2022 | 31/12/2021 | |
| Lease liabilities | 16.046 | 14.279 | 51 | 5 |
| Amounts due to related parties (Note 21) | 13.649 | 8.394 | 333 | 408 |
| Total | 29.695 | 22.673 | 384 | 413 |
| Non-current | 23.731 | 18.229 | 290 | 342 |
| Current | 5.963 | 4.444 | 94 | 71 |
| 29.693 | 22.673 | 384 | 413 |
| 30/9/2022 | 31/12/2021 | 30/9/2022 | 31/12/2021 | |
|---|---|---|---|---|
| Not later than 1 year | 5.963 | 4.447 | 94 | 71 |
| Later than 1 year but not later than 5 years | 16.856 | 15.317 | 290 | 342 |
| Later than 5 years | 6.875 | 2.909 | - | - |
| 29.694 | 22.673 | 384 | 413 |
The 100% subsidiary company "Quest Energy S.A.", proceeded within the current period with the acquisition of 100% of the share capital of the companies "ΜΚΒΤ PC" and "SUNNYVIEW PC" against a consideration of euro 240 thousand and euro 273 thousand respectively.
The goodwill resulting from the above acquisitions was determined based on the fair value of the net assets of the companies acquired in accordance with IFRS 3 "Business Combinations" and is provisional.
(Amounts presented in thousand euros except otherwise stated)
The acquired companies had net assets of euro (150) thousand and euro (139) thousand on the date of the acquisition and therefore the goodwill that resulted is of euro 390 thousand and euro 412 thousand respectively.
In addition, during the current period, same subsidiary, through its by 99% held subsidiary "Xylades Energy A.E.", proceeded with the acquisition of 100% of the share capital of companies " Damafco Energy PC", " DMN Energy SMPC" and " Pharos Energy SA". With respect to the goodwill resulting from Damafco and DMN acquisitions, the calculation thereof is presented below. Regarding Pharos Energy, it is noted that the goodwill that arose was negative and was therefore recognized in other gains in the Group's results during the closing period.
Amounts in thousand euros
| Damafco Energy P.C. |
|
|---|---|
| - Consideration | 2.278 |
| Book values 31/07/2022 |
|
| Assets | |
| Non-current assets | 1.638 |
| Short-term receivables | 0 |
| Cash & cash equivalents | 75 |
| Total assets | 1.764 |
| Liabilities | |
| Long-term liabilities | 359 |
| Short-term liabilities | 44 |
| Total liabilities | 403 |
| Total net assets | 1.361 |
| Percentage (%) acquired | 99% |
| Net assets acquired | 1.347 |
| Consideration | 2.278 |
| Net assets acquired | 1.347 |
| Goodwill (provisional) | 931 |
| Consideration paid-out | 2.278 |
| Cash on acquisition date | 75 |
| Net cash outflow | 2.202 |
(Amounts presented in thousand euros except otherwise stated)
Amounts in thousand euros
| DMN Energy S.M.P.C. |
|
|---|---|
| - Consideration | 922 |
| Book values 31/07/2022 |
|
| Assets | |
| Non-current assets Short-term receivables Cash & cash equivalents |
679 20 40 |
| Total assets | 739 |
| Liabilities | |
| Long-term liabilities | 150 |
| Short-term liabilities | 12 |
| Total liabilities | 162 |
| Total net assets | 577 |
| Percentage (%) acquired | 99% |
| Net assets acquired | 571 |
| Consideration Net assets acquired |
922 571 |
| Goodwill (provisional) | 351 |
| Consideration paid-out Cash on acquisition date |
922 40 |
| Net cash outflow | 882 |
(Amounts presented in thousand euros except otherwise stated)
Amounts in thousand euros
| Pharos Energy S.A. | |
|---|---|
| - Consideration | 1.723 |
| Book values 31/08/2022 |
|
| Assets | |
| Non-current assets Short-term receivables Cash & cash equivalents |
1.815 21 210 |
| Total assets | 2.046 |
| Liabilities | |
| Long-term liabilities | 281 |
| Short-term liabilities | 6 |
| Total liabilities | 287 |
| Total net assets | 1.759 |
| Percentage (%) acquired | 99% |
| Net assets acquired | 1.741 |
| Consideration Net assets acquired |
1.723 1.741 |
| Gain recognized in current period | -18 |
| Consideration paid-out | 1.723 |
| Cash on acquisition date | 218 |
| Net cash outflow | 1.505 |
The Decision no. 146/2002 of the Multi Member Court of First Instance of Athens upheld the petition of the company under the name "G.E. DIMITRIOU S.A.", dated 31/03/2021 bearing General Filing Number 16524/2021 and Special Filing Number 98/2021, regarding the immediate ratification of the restructuring agreement (according to article 44 of Law 4738/2020) and ratified the restructuring agreement dated 30/03/2021 between "G.E. DIMITRIOU S.A." and its creditors.
The Board of Directors of the Company was informed about the Extraordinary General Meeting of the shareholders of "G.E. DIMITRIOU S.A.", that was convened on 18/7/2022 in implementation of the restructuring agreement and in particular, article 7 thereof. The General Meeting decided, inter alia, to increase the Share Capital of the Company by the amount of five million euros (euro 5.000.000) with the issuance of one hundred and twenty-five million (125.000.000) shares of a nominal value of four cents (euro 0,04) each. Furthermore, the Board of Directors of the Company was informed that the restructuring agreement stipulates that the Company undertakes, in accordance with the terms of the restructuring agreement, the obligation to cover the entire amount of the increase of the share capital of the company "G.E. DIMITRIOU S.A. ", within six (6) months upon the ratification of the restructuring agreement by the competent Court, and that the existing shareholders will participate in the increase of the share capital of "G.E. DIMITRIOU S.A.", up to the amount of two hundred and ten thousand two hundred and thirty-nine euros and sixteen cents (euro 210.239,16).
Following this and in accordance with the provisions of the restructuring agreement, the Company on 25 August 2022, paid out an amount of euro 4.789.760,84 in this respect, holding now a share of 95,03% after the exercise of the relevant preemptive rights of the existing shareholders.
(Amounts presented in thousand euros except otherwise stated)
Finally, according to the decision made by the Board of Directors of the company "G.E. DIMITRIOU S.A.", concerning the newly issued shares that had remained unsold after the exercise of the preemptive rights granted to the existing shareholders upon the share capital increase, and after notification given to the Company, the Company paid-out on 25 August 2022 an additional amount of two hundred and four thousand three hundred and eighty-seven euros and sixteen cents (euro 204.387,16) for the acquisition of the total number of the shares unsold (namely 5.109.679 newly issued shares). As a result, the interest held by the Company on the share capital of "G.E. DIMITRIOU S.A." reached at 99,089%.
The goodwill recognized on a Group level has been calculated as follows:
| Amounts in thousand euros | ||
|---|---|---|
| --------------------------- | -- | -- |
G.E. Dimitriou A.E.E.
| - Consideration | 4.994 |
|---|---|
| Book values | |
| 31/07/2022 | |
| Assets | |
| Non-current assets | 2.539 |
| Short-term receivables | 2.098 |
| Cash & cash equivalents | 5.136 |
| Total assets | 9.774 |
| Liabilities | |
| Long-term liabilities | 468 |
| Short-term liabilities | 20.849 |
| Total liabilities | 21.317 |
| Total net assets | -11.543 |
| Percentage (%) acquired | 99% |
| Net assets acquired | -11.438 |
| Consideration | 4.994 |
| Net assets acquired | -11.438 |
| Goodwill (provisional) | 16.432 |
| Consideration paid-out | 4.994 |
| Cash on acquisition date | 5.136 |
| Net cash outflow | -142 |
(Amounts presented in thousand euros except otherwise stated)
| GROUP | ||||||||
|---|---|---|---|---|---|---|---|---|
| 01/01/2022-30/09/2022 | 01/01/2021-30/09/2021 | |||||||
| Continuing Discontinued Total operations operations |
Continuing operations |
Discontinued operations |
Total | |||||
| Employee benefit expense | (75.431) | (23) | (75.454) | (64.900) | (4.251) | (69.151) | ||
| Costs of inventories recognised as expense | (454.948) | - | (454.948) | (382.409) | (2.785) | (385.195) | ||
| Depreciation of property, plant and equipment | 7 | (3.157) | - | (3.157) | (2.537) | (2.595) | (5.133) | |
| Depreciation of Right-of-use assets | 26 | (3.961) | - | (3.961) | (3.298) | (1.091) | (4.389) | |
| Amortisation of intangible assets | 9 | (1.364) | - | (1.364) | (1.239) | (707) | (1.946) | |
| Impairment of property, plant and equipment | - | - | - | - | 100 | 100 | ||
| Repair and maintenance expenses on property, plant and equipment | (920) | - | (920) | (662) | (2.977) | (3.639) | ||
| Impairment charge for bad and doubtful debts | - | - | - | (267) | (77) | (344) | ||
| Advertising | (7.513) | - | (7.513) | (5.730) | (203) | (5.933) | ||
| Other third parties fees | (122.997) | - | (122.997) | (121.973) | - | (121.973) | ||
| Other | (25.947) | (36) | (25.983) | (17.206) | (10.482) | (27.688) | ||
| Total | (696.238) | (59) | (696.297) | (600.219) | (25.072) | (625.291) |
| 01/01/2022-30/09/2022 | 01/01/2021-30/09/2021 | |||||
|---|---|---|---|---|---|---|
| Continuing operations |
Discontinued operations |
Total | Continuing operations |
Discontinued operations |
Total | |
| Allocation of total expenses by function: | ||||||
| Cost of sales | (628.616) | (21) | (628.637) | (540.126) | (19.548) | (559.674) |
| Selling expenses | (44.057) | - | (44.057) | (34.415) | (2.056) | (36.471) |
| Administrative expenses | (23.565) | (38) | (23.603) | (25.677) | (3.468) | (29.145) |
| (696.238) | (59) | (696.297) | (600.219) | (25.072) | (625.291) |
| COMPANY | ||||
|---|---|---|---|---|
| 01/01/2022- | 01/01/2021- | |||
| 30/09/2022 | 30/09/2021 | |||
| Employee benefit expense | (823) | (667) | ||
| Depreciation of property, plant and equipment | 7 | (23) | (23) | |
| Depreciation of Right-of-use assets | 26 | (72) | (68) | |
| Amortisation of intangible assets | 9 | - | (2) | |
| Repair and maintenance expenses on property, plant and equipment | (23) | (17) | ||
| Advertising | (9) | (7) | ||
| Other third parties fees | (340) | (199) | ||
| Other | (564) | (533) | ||
| Total | (1.854) | (1.518) | ||
| 01/01/2022- | 01/01/2021- | |||
| 30/09/2022 | 30/09/2021 | |||
| Allocation of total expenses by function: | ||||
| Administrative expenses | (1.854) | (1.854) | ||
| (1.854) | (1.854) |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 01/01/2022- 30/09/2022 |
01/01/2021- 30/09/2021 |
01/01/2022- 30/09/2022 |
01/01/2021- 30/09/2021 |
|
| Profit / loss on disposal of subsidiaries and associates (Notes 13, 31) |
1.384 | 77.834 | (20) | 87.236 |
| Profit / (Loss) on derivatives not qualifying as hedges | 138 | 148 | - | - |
| Other | (257) | (136) | (5) | - |
| Total | 1.265 | 77.848 | (25) | 87.236 |
Under the profit on disposal of subsidiaries/associates amounting to euro 1.384 thousand for the Group in the current period, a gain of euro 1.226 thousand on the sale of Accusonus is included (Note 13), together with a gain of euro 157 thousand from the sale of subsidiary Cardlink One SA (Note 31). On a Company level, a loss of euro (20) thousand resulted from the sale of Cardlink One SA eliminated for consolidation purposes.
(Amounts presented in thousand euros except otherwise stated)
The gain of euro 77.834 thousand for the Group and euro 87.236 thousand for the Company in the comparative period primarily concerns the gain that resulted from the sale of subsidiary "Cardlink SA" and the sale of the 25% share held by the Company in associate "TEKA SA".
On April 17, 2022, an agreement was signed between the Company and "Edgepay Holdings Limited" for the sale of a share of 20% held by the former in Cardlink One SA., in the context of a shareholders' agreement signed on January 23, 2015, against a total consideration of euro 66 thousand. After the completion of this transaction, the Company remained with a share of 65%, whereas "Edgepay Holdings Limited" was holding a share of 35% in the share capital of Cardlink One SA. In April 2022, in the context of a shareholders' agreement dated May 27, 2021, the sale of the 65% share of the Company to Worldline against a consideration of euro 195 thousand took place. Overall, the Company disposed of its share of 85% in Cardlink One SA during the current period against a total consideration of euro 261 thousand.
The calculation of the result on the sale of the subsidiary Cardlink One SA to the Company and the Group is presented below:
| Cardlink One S.A. Equity on 31/03/2022 | 104 |
|---|---|
| Consideration for 20% share | 66 |
| Consideration for 65% share | 195 |
| Profit for the Group | 157 |
| Minus immediate selling expenses | 0 |
| Profit for the Group | 157 |
| Calculation of NCI | 16 |
| Final profit for the Group | 173 |
| Final profit for the Company | -20 |
|---|---|
| Minus immediate selling expenses | 0 |
| Profit for the Company | -20 |
| Consideration for 65% share | 195 |
| Consideration for 20% share | 66 |
| Cardlink One S.A. cost of investment of 85% | 281 |
In accordance with IFRS 5 "Non-current assets held for Sale and Discontinued Operations", in the prior fiscal year 2021 the assets and liabilities of Cardlink One, the disposal of which had not yet been completed, were qualifying as assets held for sale and therefore they were being accordingly presented on the statement of financial position.
In the current period, the operations of the subsidiary Cardlink One are now characterized as discontinued activities and therefore its results in the current reporting period, but also in the comparative, are being separately presented.
(Amounts presented in thousand euros except otherwise stated)
Regarding the fiscal year ended on December 31st, 2021 and for the purposes of comparability, a reclassification of euro 10.679 thousand from line "Trade and other receivables" in the non-current assets to line "Trade and other receivables" in the current assets, on a Group level, has been made.
The Group uses alternative performance measures (APMs) to optimize the assessment of its financial performance. The interim condensed financial report includes the "Earnings before Interest, Tax, Depreciation and Amortization EBITDA" indicator, as described in detail below. This indicator should be considered in conjunction with the financial results prepared in accordance with IFRS and does not replace them under any circumstances. It is mainly used in order to measure the operating result of the Group and the Company in a more precise manner.
| GROUP | ||||||
|---|---|---|---|---|---|---|
| Continuing operations |
01/01/2022-30/9/2022 Discontinued operations |
Total | Continuing operations |
01/01/2021-30/9/2021 Discontinued operations |
Total | |
| Earnings before tax | 42.436 | 144 | 42.580 | 37.538 | 82.556 | 120.093 |
| Plus: | ||||||
| Depreciation and Amortization - (Note 7, 9, 10 & 26) | 8.481 | - | 8.481 | 7.075 | 4.393 | 11.468 |
| Finance (income) / costs | 4.766 | 1 | 4.767 | 3.839 | 333 | 4.172 |
| Other (gains) / losses - (Note 30) | (1.088) | (177) | (1.265) | (2.100) | (75.749) | (77.849) |
| Earnings before interest, tax, depreciation / | 54.595 | -32 | 54.563 | 46.352 | 11.532 | 57.885 |
amortization and investing results (EBITDA)
| GROUP | ||||||
|---|---|---|---|---|---|---|
| Continuing operations |
01/07/2022-30/9/2022 Discontinued operations |
Total | Continuing operations |
01/07/2021-30/9/2021 Discontinued operations |
Total | |
| Earnings before tax | 15.195 | 0 | 15.195 | 11.529 | 78.180 | 89.709 |
| Plus: | ||||||
| Depreciation and amortization | 3.073 | - | 3.073 | 2.381 | 1.344 | 3.725 |
| Finance (income) / costs | 1.598 | 1.598 | 822 | 108 | 931 | |
| Other (gains) / losses | 186 | (0) | 186 | 77 | (75.808) | (75.731) |
| - | - | - | - | - | ||
| Earnings before interest, tax, depreciation / | 20.053 | (0) | 20.053 | 14.809 | 3.823 | 18.633 |
amortization and investing results (EBITDA)
| COMPANY | |||
|---|---|---|---|
| 01/01/2022- 01/01/2021- |
|||
| 30/9/2022 | 30/9/2021 | ||
| Earnings before tax | 13.456 | 98.214 | |
| Plus: | |||
| Depreciation and Amortization - (Note 7, 9, 10 & 26) | 95 | 93 | |
| Finance (income) / costs | 71 | 253 | |
| Other (gains) / losses - (Note 30) | 25 | (87.236) | |
| Earnings before interest, tax, depreciation / | 13.647 | 11.324 |
Earnings before interest, tax, depreciation / amortization and investing results (EBITDA)
| COMPANY | ||
|---|---|---|
| 01/07/2022- 30/9/2022 |
01/07/2021- 30/9/2021 |
|
| Earnings before tax | (85) | 85.017 |
| Plus: | ||
| Depreciation and Amortization | 32 | 31 |
| Finance (income) / costs | (7) | 97 |
| Other (gains) / losses | 3 | (85.248) |
| Earnings before interest, tax, depreciation / amortization and investing results (EBITDA) |
(57) | (103) |
(Amounts presented in thousand euros except otherwise stated)
The Company proceeded during the period from the end of the reporting period and till the date the financial statements were ratified by the Board of Directors, with the purchase of 107.861 own shares at an average price of 4,07 euro and with a total transaction value of euro 439 thousand. Following this, the Company holds 638.183 own shares or 0,5952% of the total outstanding shares.
No other significant events have arisen after the end of the reporting period.
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