Prosegur Cash, S.A.
Annual Accounts
31 December 2019
Directors' Report 2019
(With Independent Auditor's Report Thereon)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
KPMG Auditores, S.L. Pº de la Castellana, 259C 28046 Madrid
Independent Auditor's Report on the Annual Accounts
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
To the shareholders of Prosegur Cash, S.A.
REPORT ON THE ANNUAL ACCOUNTS
Opinion __________________________________________________________________
We have audited the annual accounts of Prosegur Cash, S.A. (the "Company"), which comprise the balance sheet at 31 December 2019, and the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes.
In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2019, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the accompanying annual accounts) and, in particular, with the accounting principles and criteria set forth therein.
Basis for Opinion _________________________________________________________
We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report.
We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts in Spain pursuant to the legislation regulating the audit of accounts. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Auditores S.L., sociedad española de responsabilidad limitada y firma miembro de la red KPMG de firmas independientes afiliadas a KPMG International Cooperative ("KPMG International"), sociedad suiza.
Paseo de la Castellana, 259C - Torre de Cristal - 28046 Madrid
Inscrita en el Registro Oficial de Auditores de Cuentas con el nº.S0702, y en el Registro de Sociedades del Instituto de Censores Jurados de Cuentas con el nº.10. Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9
N.I.F. B-78510153
2
Key Audit Matters ________________________________________________________
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Recoverable amount of investments in Group companies
See notes 9 and 25.4
Key audit matter | How the matter was addressed in our audit |
The Company has investments in Group companies amounting to Euros 1,170 million. In 2019 the Company did not recognise any impairment of investments in Group companies.
There is a risk that the carrying amount of the investments in Group companies may exceed their recoverable amount.
As required under the applicable financial reporting framework, the Company annually assesses whether there are indications of impairment of the investments in Group companies and estimates the recoverable amount at the reporting date of the entities which present indications of impairment.
The recoverable amount of the entities that present indications of impairment was determined based on their fair value.
To estimate this fair value, the Company used valuation techniques that require the Directors to exercise judgement and make assumptions and estimates.
Due to the uncertainty associated with these estimates and the significance of the carrying amount of the investments in Group companies, this has been considered a key audit matter of the current period.
Our audit procedures included the following:
- Assessing the design and implementation of the controls associated with the process of identifying indications of impairment and estimating the recoverable amount of investments in Group companies.
- Analysing the indications of impairment of the investments in Group companies identified by the Company.
- Assessing the reasonableness of the estimation of fair value of companies presenting indications of impairment, using valuation techniques and with the assistance of our valuation specialists.
- Evaluating whether the information disclosed in the annual accounts meets the requirements of the financial reporting framework applicable to the Company.
3
Other Information: Directors' Report _______________________________________
Other information solely comprises the 2019 Directors' Report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts.
Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility as regards the content of the directors' report is defined in the legislation regulating the audit of accounts, which establishes two different levels:
- A specific level applicable to certain information included in the Annual Corporate Governance Report, as defined in article 35.2. b) of Audit Law 22/2015, which consists solely of verifying that the aforementioned information has been provided in the directors' report, and if not, to report on this matter.
- A general level applicable to the rest of the information included in the directors' report, which consists of assessing and reporting on the consistency of this information with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned accounts and without including any information other than that obtained as evidence during the audit. Also, assessing and reporting on whether the content and presentation of this part of the directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.
Based on the work carried out, as described above, we have verified that the information mentioned in section a) above has been provided in the directors' report, that the rest of the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2019, and that the content and presentation of the report are in accordance with applicable legislation.
Directors' and Audit Committee's Responsibility for the Annual Accounts ____
The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.
4
Auditor's Responsibilities for the Audit of the Annual Accounts______________
Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
- Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view.
5
We communicate with the audit committee of Prosegur Cash, S.A. regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the entity's audit committee with a statement that we have complied with the applicable ethical requirements, including those regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.
From the matters communicated to the audit committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Additional Report to the Audit Committee _________________________________
The opinion expressed in this report is consistent with our additional report to the Company's audit committee dated 27 February 2020.
Contract Period __________________________________________________________
We were appointed as auditor by the shareholders at the ordinary general meeting on 3 June 2019 for a period of one year, specifically for the year ended 31 December 2019.
Previously, we were appointed by consensus of the shareholders at their general meeting, and have been auditing the annual accounts since the year ended 31 December 2016.
KPMG Auditores, S.L.
On the Spanish Official Register of Auditors ("ROAC") with No. S0702
(Signed on original in Spanish)
Bernardo Rücker-Embden
On the Spanish Official Register of Auditors ("ROAC") with No. 18,836
27 February 2020
Auditors' Report,
Annual Accounts
and Directors'
Report at 31
December 2019
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails).
Prosegur Cash, S.A
Table of contents
19. Remuneration of Directors and Senior Management Personnel............................ | ||
Impairment Losses on Non-financial Assets...................................................................................... | ||
DIRECTORS' REPORT FOR 2019 ....................................................................... | 55 |
3
- PROFIT AND LOSS ACCOUNTS FOR THE YEARS ENDED AT 31 DECEMBER 2019 AND 2018
(Expressed in thousands of Euros) | Notes | 2019 | 2018 | |||||
Net turnover | 3 | 113,016 | 161,789 | |||||
Dividend received | 100,000 | 147,500 | ||||||
Loan interest income | 1,490 | 2,887 | ||||||
Provision of services | 11,526 | 11,402 | ||||||
Supplies | (1) | - | ||||||
Consumption of raw materials and other consumables | (1) | - | ||||||
Other operating income | 1 | 92 | ||||||
Non-core and other operating revenues | - | 92 | ||||||
Operating subsidies added to year's result | 1 | - | ||||||
Personnel Expenses | 3 | (3,876) | (4,892) | |||||
Wages, salaries and similar charges | (3,163) | (4,281) | ||||||
Social security obligations | (713) | (611) | ||||||
Other operating expenses | (7,567) | (8,281) | ||||||
External services | 3 | (5,545) | (7,377) | |||||
Taxes | (110) | (153) | ||||||
Other ordinary expenses | (1,912) | (751) | ||||||
Amortization and depreciation | 6 and 7 | (2,925) | (2,827) | |||||
EBIT | 98,648 | 145,881 | ||||||
Financial income | 4 | 34 | 198 | |||||
Securities and other financial instruments | 34 | 198 | ||||||
Third parties | 34 | 198 | ||||||
Finance expenses | 4 | (14,418) | (15,355) | |||||
From payables to Group companies and associates | (3,597) | (4,519) | ||||||
From payables to third parties | (10,821) | (10,836) | ||||||
Exchange differences | 4 | 1,030 | 1,611 | |||||
NET FINANCE INCOME | (13,354) | (13,546) | ||||||
PROFIT BEFORE TAX | 85,294 | 132,335 | ||||||
Income tax | 15 | 4,191 | 3,283 | |||||
PROFIT/(LOSS) FOR THE YEAR | 89,485 | 135,618 | ||||||
The accompanying notes form an integral part of the Annual Accounts for 2019.
4
- BALANCE SHEET AT 31 DECEMBER 2019 AND 2018
(Expressed in thousands of Euros) | ||||||
ASSETS | Note | 2019 | 2018 | |||
NON-CURRENT ASSETS | 1,180,451 | 949,638 | ||||
Intangible assets | 6 | 8,697 | 7,913 | |||
Patents, licences, trademarks and others | 1,611 | 1,548 | ||||
Computer software | 5,920 | 2,925 | ||||
Other intangible assets | 1,166 | 3,440 | ||||
Property, Plant and Equipment | 7 | 1,335 | 255 | |||
Technical facilities and other property, plant and equipment | 1,335 | 255 | ||||
Long-term investments in Group companies and associates | 8 | 1,169,798 | 940,545 | |||
Equity instrument | 1,169,798 | 940,545 | ||||
Loans to companies | 9 | - | - | |||
Long-term financial investments | 9 | 86 | - | |||
Other financial assets | 86 | - | ||||
Deferred tax assets | 15 | 535 | 925 | |||
CURRENT ASSETS | 188,622 | 314,858 | ||||
Trade and other receivables | 25,290 | 23,369 | ||||
Clients, Group companies and associates | 9 | 21,222 | 18,125 | |||
Miscellaneous receivables | 9 | 97 | 497 | |||
Personnel | 9 | - | 5 | |||
Public entities, other receivables | 15 | 3,971 | 4,742 | |||
Short-term investments in Group companies and associates | 120,653 | 288,583 | ||||
Loans to companies | 9 | 104,739 | 267,700 | |||
Other financial assets | 9 | 15,914 | 20,883 | |||
Short-term deferrals | 1,697 | 620 | ||||
Cash and cash equivalents | 11 | 40,982 | 2,286 | |||
Cash and other cash equivalents | 40,982 | 2,286 | ||||
TOTAL ASSETS | 1,369,073 | 1,264,496 | ||||
The accompanying notes form an integral part of the Annual Accounts for 2019
5
- BALANCE SHEET AT 31 DECEMBER 2019 AND 2018
(Expressed in thousands of Euros) | ||||||
NET EQUITY AND LIABILITIES | Notes | 2019 | 2018 | |||
EQUITY | 72,560 | 70,120 | ||||
Shareholders' equity | 72,560 | 70,120 | ||||
Subscribed capital | 12 | 30,000 | 30,000 | |||
Registered capital | 30,000 | 30,000 | ||||
Reserves | 12 | 41,771 | 24,495 | |||
Legal and statutory reserves | 6,000 | 6,000 | ||||
Other reserves | 35,771 | 18,495 | ||||
(Own shares and equity holdings) | 12 | (1,546) | (1,943) | |||
Profit/(loss) for the year | 5 | 89,485 | 135,618 | |||
(Dividend on account) | 5 | (87,150) | (118,050) | |||
NON-CURRENT LIABILITIES | 594,974 | 610,537 | ||||
Non-current provisions | 1,668 | 1,296 | ||||
Obligations for long-term personnel benefits | 25.9 | 1,668 | 1,296 | |||
Long-term debts | 13 | 593,306 | 609,241 | |||
Debentures and other negotiable securities | 593,306 | 592,438 | ||||
Debts with credit institutions | - | 16,803 | ||||
CURRENT LIABILITIES | 701,539 | 583,839 | ||||
Short-term debts | 13 | 102,482 | 95,050 | |||
Debentures and other negotiable securities | 8,872 | 8,872 | ||||
Debts with credit institutions | 75,635 | 61,830 | ||||
Other financial liabilities | 5 | 17,975 | 24,348 | |||
Short-term payables to Group companies and associates | 13 | 552,356 | 474,998 | |||
Trade and other payables | 46,701 | 13,791 | ||||
Suppliers, Group companies and associates | 13 | 40,232 | 4,578 | |||
Sundry accounts payable | 13 | 3,892 | 4,736 | |||
Personnel (salaries payable) | 13 | 1,124 | 2,690 | |||
Public entities, other payables | 15 | 1,453 | 1,787 | |||
TOTAL EQUITY AND LIABILITIES | 1,369,073 | 1,264,496 | ||||
The accompanying notes form an integral part of the Annual Accounts for 2019.
6
- STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2019 AND 2018
A) STATEMENT OF RECOGNISED INCOME AND EXPENSE
(Expressed in thousands of Euros) | |||||
Note | 2019 | 2018 | |||
Profit/(losses) in the income statement | 5 | 89,485 | 135,618 | ||
Total comprehensive income | |||||
89,485 | 135,618 |
The accompanying notes form an integral part of the Annual Accounts for 2019.
7
B) STATEMENT OF TOTAL CHANGES IN EQUITY
(Expressed in thousands of Euros) | |||||||||||
Share capital | (Own shares and | Profit/(loss) for | (Dividend on | ||||||||
Subscribed | Reserves | equity holdings) | the year | account) | TOTAL | ||||||
BALANCE AT YEAR END 2017 | (Note 12) | (Note 12) | (Note 12) | (Note 5) | (Note 5) | ||||||
30,000 | 5,518 | (2,127) | 127,155 | (107,400) | 53,146 | ||||||
Recognised income and expense | - | - | - | 135,618 | - | 135,618 | |||||
Operations with partners or owners | - | 18,977 | 184 | (127,155) | (10,650) | (118,644) | |||||
(-) Dividend distribution | - | - | - | - | (118,050) | (118,050) | |||||
Operations with own stocks or shares (net) | - | (778) | 184 | - | - | (594) | |||||
Distribution of profit | - | 19,755 | - | (127,155) | 107,400 | - | |||||
BALANCE AT YEAR END 2018 | 30,000 | 24,495 | (1,943) | 135,618 | (118,050) | 70,120 | |||||
Total comprehensive income | - | - | - | 89,485 | - | 89,485 | |||||
Operations with partners or owners | - | 17,276 | 397 | (135,618) | 30,900 | (87,045) | |||||
Operations with own stocks or shares (net) | - | (292) | 397 | - | - | 105 | |||||
Distribution of profit | - | 17,568 | - | (135,618) | 118,050 | - | |||||
Dividend on account | - | - | - | - | (87,150) | (87,150) | |||||
BALANCE AT YEAR END 2019 | 30,000 | 41,771 | (1,546) | 89,485 | (87,150) | 72,560 |
The accompanying notes form an integral part of the Annual Accounts for 2019.
8
IV. CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2019 AND 2018
(Expressed in thousands of Euros)
Pre-tax financial year profit
Adjustments made to results
Fixed assets depreciation (+)
Financial income (-)
Dividend received (-)
Finance expenses (+)
Exchange differences (+/-)
Changes in current capital
Clients and other receivables (+/-)
Other current assets (+/-)
Trade and other payables (+/-)
Other current liabilities (+/-)
Other non-current assets and liabilities (+/-)
Other cash flows from operating activities
Interest payments (-)
Dividend collection (+)
Interest collection (+)
Other payments (receipts) (+/-)
Cash flows from operating activities
Payments for investments (-)
Group companies and associates
Intangible assets
Property, Plant and Equipment
Other financial assets
Collections from disposal of investments (+)
Group companies and associates
Cash flows from investing activities
Collections and payments for equity instruments
Purchases of equity instruments (-)
Sale of equity instruments (+)
Collections and payments for liability instruments
Issue
Debentures and similar securities (+)
Debts w ith credit institutions (+)
Other payables (+)
Repayment and amortisation of
Debts w ith credit institutions (-)
Dividends payable and remunerations from other equity instruments
Dividends (-)
Cash flows from financing activities
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and equivalents at the beginning of the year
Cash and equivalents at the end of the year
Note
6 and 7
4
3
4
4
6
7
9
12
17
11
11
20192018
85,294 132,335
(83,721) (131,127)
2,9252,827
- (198)
(100,000) (147,500)
14,41815,355
(1,030)(1,611)
22,308 (32,023)
(3,929)(494)
- (26,931)
34,811(5,894)
(8,273)-
- 1,296
- 6,862
(1,602) (10,836)
- 17,500
34198
1,326-
23,638 (23,953)
(71,166) (93,095)
(66,292) (88,124)
(3,582)(4,840)
(1,206)(131)
- -
197,60052,994
197,60052,994
126,434 (40,101)
397(594)
- (778)
397184
(1,760)71,496
1,24071,496
1,2407,193
- 60,337
- 3,966
(3,000)-
(3,000)-
(110,013) (94,552)
(110,013) (94,552)
(111,376) (23,650)
38,696 (87,704)
2,28689,990
40,9822,286
The accompanying notes form an integral part of the Annual Accounts for 2019.
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V. NOTES TO THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2019
1. General Information
Prosegur Cash, S.A., (hereinafter, the Company) is a company belonging to the Prosegur Group. It is the parent Company of a Group of companies in accordance with current legislation (hereinafter the Prosegur Cash Group). The registered offices of Prosegur Cash, S.A. are at Calle Santa Sabina number 8, Madrid (Spain). It was incorporated on 22 February 2016 and is registered in the Mercantile Register of Madrid, in volume 34,442, page 34, section 8, page number M-619528, entry 1.
The Company is a subsidiary controlled by the Spanish company Prosegur Compañía de Seguridad, S.A. (hereinafter, Prosegur), which currently owns 51% of its shares, indirectly controlling another 21.5% via its 100%-owned investee Prosegur Assets Management, S.L.U., consolidating both the Company and its subsidiaries in its financial statements (hereinafter, Prosegur Group).
On 17 March 2017, the Company shares began trading at EUR 2 per share in the Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia via the Spanish Stock Exchange Interconnection System (SIBE). On 7 April 2017, the Green Shoe period of the stock market flotation ended, and the free float attained 27.5% of the share capital of Company.
The corporate purpose is described in Article 2 of its Articles of Association and it is the following:
Provision of securities logistics services and cash management, including the following activities:
- National and international transport services (by land, sea and air) of funds and other valuables (including jewellery, artworks, precious metals, electronic devices, voting ballots, legal evidence), including collection, transport, custody and deposit services;
- Processing and automation of cash (including counting, processing and packaging, as well as coin recycling, cash flow control and monitoring systems);
- Comprehensive ATM solutions (including planning, loading, monitoring, first- and second-tier maintenance and balancing);
- Cash planning and forecasting for financial institutions;
- Self-servicecash machines - smart cash (including cash deposits, recycling services and dispensing of bank notes and coins, and payment of invoices); and
- Added-valueoutsourcing services (AVOS) for banks (including outsourcing of tellers, multi- agency services, cheque processing and related administrative services).
The activities comprising the corporate purpose can also be performed indirectly by the Company, by means of the shareholding in other companies of an identical or similar corporate purpose. The main activity of the Company in 2019 corresponds to that of group company holding, with its income coming from group companies, mainly relating to dividends and services.
The Company's statutory activity does not include activities expressly restricted by law to entities that comply with special requirements not met by the Company, particularly financial brokerage activities that are restricted by financial legislation governing collective investment undertakings and the securities market law and supplementary provisions applicable to collective investment undertakings.
10
In accordance with generally accepted accounting principles in Spain, consolidated Annual Accounts must be prepared to present fairly the financial position of the Group Prosegur Cash, the results of operations and changes in its equity and cash flows.
The Directors prepare the Consolidated Annual Accounts of the Group Prosegur Cash, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and approved by the European Commission Regulations in force at 31 December 2019. The consolidated Annual Accounts were drawn up by the Board of Directors, together with these Individual Annual Accounts, on 26 February 2020 and are pending approval by the shareholders at their general meeting, after which they will be filed at the Mercantile Register of Madrid.
The Consolidated Annual Accounts of Prosegur Cash, S.A. and its subsidiaries for 2019 present consolidated profit of EUR 169,016 thousand (EUR 174,217 thousand in 2018) and consolidated equity of EUR 243,633 thousand (EUR 237,991 thousand in 2018).
2. Basis of Presentation
- Fair image
The Annual Accounts have been in accordance with mercantile legislation in force and the rules established in the General Chart of Accounts approved by Royal Decree 1514/2007, in order to reflect a true and fair image of the equity, financial situation and results of the Company, as well as the veracity of the cash flows shown in the cash flow statement.
- Comparative information
For comparative purposes and for each item in the balance sheet, income statement, statement of changes in equity, cash flow statement and notes to the Annual Accounts, in addition to the figures for financial year 2019, the Annual Accounts show those pertaining to the previous year, those of 2018, approved by the General Shareholders' Meeting at 3 June 2019.
- Functional currency
The figures disclosed in the Annual Accounts are expressed in thousands of EUR, the Company's functional and presentation currency.
- Going concern
As of 31 December 2019, the Company has a negative working capital of EUR 512,917 thousand (EUR 268,981 thousand at 31 December 2018). As indicated in Note 1, the Company is the head of the Prosegur Cash Group, which at 31 December 2019 presented a positive working capital of EUR 57,235 thousand (EUR 166,595 thousand at 31 December 2018) in the Consolidated Annual Accounts. The Company also has the capacity to generate future cash flows via the management of its subsidiaries' dividends. Additionally, as of 31 December 2019, the Group presents a consolidated result attributable to Prosegur Cash, S.A. as Parent Company of EUR 168,942 thousand (EUR 174,217 thousand at 31 December 2018). Finally, as indicated in Notes 19 and 22 of the Consolidated Annual Accounts of the Prosegur Cash Group, at 31 December 2019, the Group companies had available treasury of EUR 307,423 thousand and had been granted undrawn additional financing of EUR 448,633 thousand (EUR 273,756 thousand and EUR 404,624 thousand as of 31 December 2018, respectively).
Taking these facts into consideration, the Company's Directors have prepared these Annual Accounts on the ongoing management principle.
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- Critical issues regarding the valuation and estimation of relevant uncertainties
Preparation of the Annual Accounts requires the Company to make certain estimates and judgements concerning the future. These are evaluated constantly and based on historical experience and other factors, including expectations of future events that are considered reasonable under certain circumstances.
Although estimates are calculated by the Company's Directors based on the best information available at year end, future events may require changes to these estimates in subsequent years. Any effect on the balance sheet of adjustments to be made in subsequent years would be recognised prospectively.
The estimates and judgements that present significant risk of a material adjustment to the carrying amounts of assets and liabilities in the subsequent reporting period are as follows:
Investments in Group companies
The Company carries out impairment testing on investments made in subsidiaries if there is any proof of value impairment. The calculation of impairment involves the comparison of the carrying amount of the investment with its recovery value, this being understood as the higher fair value less cost of sale and value in use. The Company generally uses cash flow discounting methods to calculate these values. Discounted cash flow calculations are based on four-year projections of the budgets approved by Management. The cash flows take into account past experience and represent Management's best estimate of future market performance. Cash flows as of four years are extrapolated using individual growth rates. The key assumptions to determine the fair value less cost of sale and value in use include growth rates, average weighted rate of capital and tax rates.
3. Income and Expenses
- Net turnover
Details of net turnover by category of activity and geographical area are as follows:
Thousands of euros | ||||||||||||||||
National | Rest of Europe | Rest of the world | Total | |||||||||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||
Group companies and associates | ||||||||||||||||
- Dividend received | 100,000 | 147,500 | - | - | - | - | 100,000 | 147,500 | ||||||||
- Loan interest income | 393 | 1,713 | 285 | 620 | 812 | 554 | 1,490 | 2,887 | ||||||||
- Provision of services | (3,730) | (8,095) | (8 ) | 2,470 | 15,264 | 17,027 | 11,526 | 11,402 | ||||||||
Total | 96,663 | 141,118 | 277 | 3,090 | 16,076 | 17,581 | 113,016 | 161,789 |
Dividend income and loan interest income were considered under this category, taking into account the condition of the holding company (Note 1).
In the provision of services, income and expenditure corresponding to centralised services and trademark assignment services were considered, which implies that their distribution by geographical area is negative in the Country (Note 18). The negative amounts for the services are due to payments for trademark assignment billing.
12
- Wages, salaries and similar charges
The breakdown of personnel expenses in 2019 and 2018 is as follows:
Thousands of euros | ||||
2019 | 2018 | |||
Salaries and wages | 3,163 | 4,281 | ||
Social security obligations | 713 | 611 | ||
Total | 3,876 | 4,892 | ||
The 2017 and 2020 long-term incentive plans for Executive Director and Senior Management (Note 25.9), within the Salaries and wages paragraph, have been included in the expense accrued during the year in relation to the 2019 commitment amounting to EUR 840 thousand (EUR 1,852 thousand in 2018). Additionally, under Salaries and wages have been included a reversal during 2019 for the mentioned incentive plan, amounted to EUR 2,889.
The breakdown of Social security obligationsin 2019 and 2018 are as follows:
Thousands of euros
2019 | 2018 | |||
Social Security Payable by the Company | 575 | 548 | ||
Other employee benefits expenses | 138 | 63 | ||
Total | 713 | 611 |
- External services
The breakdown of external services in 2019 and 2018 are as follows:
Thousands of euros | |||
2019 | 2018 | ||
Leases and levies | 785 | 138 | |
Repairs and conservation | 977 | 905 | |
Independent professional services | 3,328 | 5,233 | |
Transport | 4 | 20 | |
Banking and similar services | 112 | 214 | |
Insurance expenses | - | 92 | |
Advertising, publicity and public relations | 163 | 192 | |
Supplies and others | 84 | 120 | |
Other services | 92 | 463 | |
Total | 5,545 | 7,377 | |
The maintenance expense of the Company's software is included under Other repairs and conservation.
The category of Independent professional services mainly includes the expenses for services of identification and capture of business opportunities, as well as IT technical assistance.
13
4. Net Finance Income
The breakdown of financial income and expenses in 2019 and 2018 are as follows:
Thousands of euros | |||
Financial income | 2019 | 2018 | |
34 | 198 | ||
Third parties | 34 | 198 | |
Finance expenses | (14,418) | (15,355) | |
From payables to Group companies (Note 18) | (3,597) | (4,519) | |
From payables to third parties | (10,821) | (10,836) | |
Exchange differences | 1,030 | 1,611 | |
Net Finance Income | (13,354) | (13,546) | |
The item from which the exchange difference comes is as follows:
Thousands of euros | ||||
2019 | 2018 | |||
Loans to Group companies and associates | 1,030 | 1,611 | ||
1,030 | 1,611 | |||
Exchange profit/losses
The main currency conversion difference items are the following:
Currency | Thousands of euros | ||||
2019 | 2018 | ||||
Structured time deposits | US Dollar | - | 174 | ||
Group company acquisition | US Dollar | - | 228 | ||
Current accounts | US Dollar | 162 | (27) | ||
Suppliers | US Dollar | (44) | 4 | ||
Loans to Group company | South African Rand | 798 | 1,485 | ||
Current accounts | South African Rand | 171 | 334 | ||
Loans to Group company | Australian Dollar | 13 | (707) | ||
Current accounts | Australian Dollar | 141 | (26) | ||
Other Group company loans | Philippine Peso | (39) | - | ||
Loans to Group company | Peruvian Sol | (207) | 23 | ||
Suppliers | Argentine Peso | 36 | 124 | ||
1,030 | 1,611 | ||||
14
5. Profit/(loss) for the year
On the date these Annual Accounts are authorised for issue, the Boards of Directors will propose to the General Shareholders' Meeting that profit for the year be distributed as follows:
Thousands of euros | ||||||||||
Basis of allocation | 2019 | 2018 | ||||||||
Profit and losses | 89,485 | 135,618 | ||||||||
Total | 89,485 | 135,618 | ||||||||
Allocation | ||||||||||
Legal reserve | - | - | ||||||||
Voluntary reserves | 2,335 | 17,568 | ||||||||
Dividends on account | 87,150 | 118,050 | ||||||||
Total | 89,485 | 135,618 | ||||||||
In a meeting on 19 December 2018, the Board of Directors approved the distribution of a regular dividend on account of the profits of 2018 of EUR 0.07870 gross per share, which implies a maximum total dividend of EUR 118,050 thousand (considering that the current share capital is divided into 1,500 million shares). This dividend was distributed to shareholders as four payments, in December 2018 and March, June and September 2019. Each payment is calculated as EUR 0.019675 per outstanding share at the payment date.
As of 31 December 2018, a debt for dividends payable in 2019 was held for EUR 88,538 thousand, which was presented in current liabilities in other accounts payable under the heading of suppliers and other financial liabilities for an amount of EUR 24,348 thousand and in the heading of payables to group companies and associates for EUR 64,190 thousand.
As of 31 December 2019, a debt for dividends payable in 2020 is held for EUR 65,363 thousand, which is presented in current liabilities in other accounts payable under the heading of suppliers and other financial liabilities for an amount of EUR 17,975 thousand and in the heading of payables to group companies and associates for EUR 47,388 thousand.
In a meeting on 28 December 2019, the Board of Directors approved the distribution of a regular dividend on account of the profits of 2019 of EUR 0.0581 gross per share, which implies a maximum total dividend of EUR 87,150 thousand (considering that the current share capital is divided into 1,500 million shares). This dividend will be distributed to shareholders as four payments, in December 2019 and March, June and September 2020. Each payment is calculated as EUR 0.0145 per outstanding share at the payment date.
The maximum amount represented by own shares at each payment date, and therefore not distributed, will be transferred to voluntary reserves. The amount for undistributed as dividends out the maximum total agreed for the year 2019 is reflected in "own shares and equity holdings" of the statement of changes in equity for an amount of EUR 1,547 thousand.
Nevertheless, if the number of shares changes between two payment dates as a result of a share capital increase or reduction, the total maximum amount of the dividend at each payment date (EUR 19,756 thousand) should be divided by the new number of outstanding shares that corresponds following the aforementioned increase or reduction.
The provisional accounting statement presented by the Board of Directors in accordance with the legal requirements that evidenced the lack of sufficient liquidity to pay the aforementioned interim dividend is set forth below:
15
Thousands of | |||
euros | |||
2019 | |||
1. Initial cash on hand (before the interim dividend) | (24,663) | ||
2. Group current bank account balances | (157,678) | ||
3. Proceeds pending | 486 | ||
4. Proceeds through Financial Transactions | 300,000 | ||
5. Receipts for Capital and Extraordinary Transactions | - | ||
5. Payments for Current Operations | (2,557) | ||
6. Payments for Financial Transactions | (7,497) | ||
7. Extraordinary Payments | (1,413) | ||
Forecast Cash | 106,678 | ||
Less dividend payments according to the proposal | (87,150) | ||
Final cash after dividends | |||
19,528 |
6. Intangible assets
The composition and movements in the accounts of intangible fixed assets were as follows:
Thousands of euros | |||||||
Computer | Other | ||||||
Licences | intangible | Total | |||||
software | |||||||
assets | |||||||
Cost | |||||||
Balance at 1 January 2018 | |||||||
1,923 | 4,698 | 4,223 | 10,844 | ||||
Additions | 411 | 420 | 2,176 | 3,007 | |||
Transfers | - | 2,244 | (2,244) | - | |||
Balance at 31 December 2018 | 2,334 | 7,362 | 4,155 | 13,851 | |||
Additions | 344 | 3,140 | 318 | 3,802 | |||
Disposals | - | - | (220) | (220) | |||
Transfers | - | 2,208 | (2,208) | - | |||
Balance at 31 December 2019 | 2,678 | 12,710 | 2,045 | 17,433 | |||
Depreciation and amortisation | |||||||
Balance at 1 January 2018 | |||||||
(506) | (2,357) | (340) | (3,203) | ||||
Amortisation for the year | (280) | (2,080) | (375) | (2,735) | |||
Balance at 31 December 2018 | (786) | (4,437) | (715) | (5,938) | |||
Amortisation for the year | (281) | (2,353) | (164) | (2,798) | |||
Balance at 31 December 2019 | (1,067) | (6,790) | (879) | (8,736) | |||
Carrying amount | |||||||
At 31 December 2018 | 1,548 | 2,925 | 3,440 | 7,913 | |||
At 31 December 2019 | |||||||
1,611 | 5,920 | 1,166 | 8,697 | ||||
16
- Description of the main movements
The most significant additions in 2019 correspond to:
- Computer applications: GAP Evolutionary Project, CASH DEVICE INTEGRATION, DEVICE MANAGER Evolutionary Project and others for EUR 3,140 thousand. The remaining additions correspond to the development of applications or projects and their implementation for EUR 2,293 thousand.
- Microsoft Software Licences, GELT, ICOM and licences for device integration for EUR 344 thousand.
- The remaining additions corresponded to the development of applications or projects and their implementation for EUR 1,091 thousand.
- Intangible assets in progress in 2019 correspond entirely to IT applications and IT development projects of which we can cite PR6677 SSO Introduction for CASH INNOVATION for EUR 114 thousand, PR6869 PRY-Certificate system for GENESIS for EUR 94 thousand, PR5273 Project-Deployment PROFAT CL-CASH for EUR 37 thousand, and the rest correspond to the registration of projects and application developments amounting to EUR 73 thousand.
The most significant additions in 2018 correspond to:
- Licences AXWAY Licences for EUR 234 thousand, INTELLIMATCH Tool licences for EUR 100 thousand, CORPOINT DEPOSIT MANAGER licence for EUR 65 thousand; the rest corresponded to the addition of Digital Certificates and Microsoft Licences for EUR 11 thousand.
- Intangible fixed assets in progress in 2018 correspond entirely to DTI computer applications and IT development projects, of which we can mention PR5489 Switching-Value Date for EUR 330 thousand, PR5487 Integration CASH devices for EUR 320 thousand, PR5485 Evolutionary GAP Project for EUR 303 thousand, PR5484 Evolutionary DEVICE MANAGER for EUR 276 thousand, PR5823 Business Flows for the INNOVACION platform for EUR 175 thousand, PR5966 Cash Centres-Development module Treasury Balances for EUR 150 thousand and PR5518 Evolutionary Project QA CASH for EUR 149 thousand.
The most significant disposals in the intangible assets in 2019 correspond to disposals from ongoing projects that are cancelled or suspended, for EUR 220 thousand.
There are no significant disposals of property, plant and equipment in 2018.
17
- Licences
Details of licences at year end are as follows:
Thousands of euros | |||||||
2019 | |||||||
Description and | Expiry date | Amortisation | Amortisation | Cost | Accumulated | Carrying | |
operation | period | for the year | amortisation | amount | |||
Licences - Software | 2017 | 1 years | - | 172 | 172 | - | |
Licences - Software | 2022 | 1 years | 11 | 97 | 97 | - | |
Licences - Software | 2023 | 10 years | 12 | 56 | 42 | 14 | |
Licences - Software | 2024 | 10 years | 36 | 220 | 123 | 97 | |
Licences - Software | 2025 | 10 years | 119 | 825 | 406 | 419 | |
Licences - Software | 2026 | 10 years | 21 | 206 | 71 | 135 | |
Licences - Software | 2027 | 10 years | 36 | 347 | 86 | 261 | |
Licences - Software | 2028 | 10 years | 41 | 411 | 65 | 346 | |
Licences - Software | 2029 | 10 years | 5 | 344 | 5 | 339 | |
281 | 2,678 | 1,067 | 1,611 | ||||
Thousands of euros | |||||||
2018 | |||||||
Description and | Expiry date | Amortisation | Amortisation | Cost | Accumulated | Carrying | |
operation | period | for the year | amortisation | amount | |||
Licences - Software | 2017 | 1 years | - | 172 | 172 | - | |
Licences - Software | 2022 | 1 years | 33 | 97 | 86 | 11 | |
Licences - Software | 2023 | 10 years | 12 | 56 | 30 | 26 | |
Licences - Software | 2024 | 10 years | 36 | 220 | 87 | 133 | |
Licences - Software | 2025 | 10 years | 120 | 825 | 287 | 538 | |
Licences - Software | 2026 | 10 years | 21 | 206 | 50 | 156 | |
Licences - Software | 2027 | 10 years | 34 | 347 | 50 | 297 | |
Licences - Software | 2028 | 10 years | 24 | 411 | 24 | 387 | |
280 | 2,334 | 786 | 1,548 |
- Fully amortised intangible assets
The intangible assets fully amortised as of31 December 2019 and 2018 are the following:
Thousands of euros | |||
2019 | 2018 | ||
Computer software | 3,383 | 1,036 | |
Licences | 269 | 172 | |
Other intangible assets | 491 | 421 | |
4,143 | 1,629 | ||
- Other disclosures
There were no purchases of intangible assets from Group companies in 2019 or 2018.
At 31 December 2019 and 2018 the Company has no intangible fixed assets subject to title restrictions or pledged as security for liabilities.
18
7. Property, Plant and Equipment
The composition and movements of the accounts of property, plant and equipment were as follows:
Thousands of euros | |||||||||||||||||||||
Technical | Other install., | Other | |||||||||||||||||||
installations | equipment and | property, plant | Total | ||||||||||||||||||
and machinery | furniture | and equipment | |||||||||||||||||||
Cost | |||||||||||||||||||||
Balance at 1 January 2018 | 29 | 25 | 279 | 333 | |||||||||||||||||
Additions | 53 | 64 | 15 | 132 | |||||||||||||||||
Balance at 31 December 2018 | 82 | 89 | 294 | 465 | |||||||||||||||||
Additions | 985 | ||||||||||||||||||||
22 | 199 | ||||||||||||||||||||
1,206 | |||||||||||||||||||||
Balance at 31 December 2019 | 104 | 1,074 | 493 | 1,671 | |||||||||||||||||
Depreciation and amortisation | |||||||||||||||||||||
Balance at 1 January 2018 | (3) | (4) | (110) | (117) | |||||||||||||||||
Depreciation and amortisation | (7) | ||||||||||||||||||||
(9) | (77) | ||||||||||||||||||||
(93) | |||||||||||||||||||||
Balance at 31 December 2018 | (12) | (11) | (187) | (210) | |||||||||||||||||
Depreciation and amortisation | (11) | (29) | (86) | (126) | |||||||||||||||||
Balance at 31 December 2019 | (23) | (40) | (273) | (336) | |||||||||||||||||
Carrying amount | |||||||||||||||||||||
At 31 December 2018 | 70 | 78 | 107 | 255 | |||||||||||||||||
At 31 December 2019 | |||||||||||||||||||||
81 | 1,034 | 220 | 1,335 |
- Description of the main movements
The most significant additions of property, plant and equipment in 2019 correspond to the installation and rehabilitation of the Building in Calle San Máximo for EUR 775 thousand, additions of other property, plant and equipment in the same building for EUR 210 thousand, discharges for other property, plant and information processing equipment amounting to EUR 78 thousand, radio link equipment for EUR 97 thousand and other property, plant and equipment for EUR 23 thousand.
The most significant additions of property, plant and equipment in 2018 corresponded to Glory machinery, SDM-100 cash deposit for EUR 53 thousand, addition of installations in the Doctor Esquerdo Building for EUR 64 thousand and the addition of information and telephony processing equipment for EUR 15 thousand.
There were no disposals in property, plant and equipment in 2019 nor in 2018.
- Fully depreciated property, plant and equipment
The items of property, plant and equipment fully depreciated as 31 December 2019 are as follows:
Thousands of euros | |||
2019 | 2018 | ||
Technical installations and machinery | 1 | 1 | |
Other property, plant and equipment | 132 | 48 | |
133 | 49 | ||
19
- Other disclosures
There were no purchases of property, plant and equipment from Group companies in 2019 nor in 2018.
At 31 December 2019 and 2018 the Company has no property, plant and equipment subject to restrictions on title or pledged as security for liabilities.
The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. The coverage of these policies is considered sufficient.
8. Long-term investments in equity instruments of Group companies, jointly controlled companies and associates
Details of the movements in investments in Group companies, jointly controlled companies and associates are as follows:
Balance at 1 January | Thousands of euros | |||
2019 | 2018 | |||
Investments | 940,545 | 940,545 | ||
Additions | 229,253 | - | ||
Disposals | - | - | ||
Balance at 31 December | 1,169,798 | 940,545 |
Investments in Group companies as of 31 December 2019 and 2018 include direct investments in the share capital of the following companies:
Company | Thousands of euros | |||
2019 | 2018 | |||
Prosegur Global CIT, S.L.U. | 920,954 | 763,904 | ||
Prosegur Global CIT ROW, S.L.U. | 215,641 | 176,641 | ||
Prosegur Avos España, S.L. | 30,200 | - | ||
Prosegur Alpha3 Cashlabs, S.L. | 3,003 | - | ||
1,169,798 | 940,545 |
From the incorporation of the Company and until the date of the Balance Sheet on 31 December 2019, the following operations were carried out:
- Additions
During the 2019, the operations were as follows:
Thousands of euros | |||||
2019 | 2018 | ||||
Prosegur Global CIT, S.L.U. | (1) | 157,050 | - | ||
Prosegur Global CIT ROW, S.L.U. | (2) | 39,000 | - | ||
Prosegur Avos España, S.L. | (3) | 30,200 | - | ||
Prosegur Alpha3 Cashlabs, S.L. | (4) | 3,003 | - | ||
Total | 229,253 | - |
20
- Prosegur Global CIT, S.L.U.:
- On 1 January 2019, the Company participated in the capital increase of the company Prosegur Global CIT S.L.U. for EUR 131,050 thousand through the partial depreciation of the credit right held against said Company.
- On 24 June 2019, the Company participated in the capital increase of the company Prosegur Global CIT S.L.U. for EUR 26,000 thousand through the partial depreciation of the credit right held against it.
- Prosegur Global CIT ROW, S.L.U
- On 1 January 2019, a capital increase was made in the company for an amount of EUR 39,000 thousand through the partial depreciation of the credit right held against said Company.
- Prosegur Avos España, S.L.
- On 19 December 2019 the Company participated in the purchase of shares in the Spanish company Prosegur Avos España, S.L. by capitalising loans totalling EUR 30,200 thousand.
- Prosegur Alpha3 Cashlabs, S.L.
- On 14 March 2019, Prosegur Cash, S.A. constituted the Spanish company Prosegur Alpha3 Cashlabs, S.L. with a capital of EUR 3 thousand, paid in full. This company subsequently received the following capital contributions:
- On 24 May 2019 the Company participated in the capital increase of the Spanish company Prosegur Alpha3 Cashlabs, S.L. by capitalising loans totalling EUR 2,250.
- On 29 May 2019 the Company participated in the capital increase of the Spanish company Prosegur Alpha3 Cashlabs, S.L.. by capitalising loans totalling EUR 450 thousand.
- On 18 November 2019 the Company participated in the capital increase of the Spanish company Prosegur Alpha3 Cashlabs, S.L. by fully out laid cash contributions of EUR 300 thousand.
- Disposals
There have been no decreases in investments in Group, multi-group and associated companies during the years 2019 and 2018.
- Impairment
The Company annually evaluates the existence of indicators of impairment of the stakes in Group companies and estimates the recoverable value at the closing date of those entities for which there are signs of impairment. The impairment indicator was calculated by comparing the net book value of the stake with the net worth of the investee and the recoverable value of the entities with an impairment indicator was determined considering its value in use for the Cash and Surveillance businesses and based on the fair value for the companies of the alarm business. Based on the analysis made, the Company did not record any valuation adjustments for stock impairment during the year. In 2019 and 2018, there were no impairment losses in investments in Group, multi-group and associated companies.
21
- Investments in Group companies
Below is the information relating to shares held in Group companies as of 31 December 2019 and 2018:
2019 | ||||
Name | Registered | Sharehold | ||
offices | Activity | ing | ||
Prosegur Global CIT, S.L.U. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 100% | |
Prosegur Global CIT ROW, S.L.U. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 100% | |
Prosegur Avos España, S.L. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 100% | |
Prosegur Alpha3 Cashlabs, S.L. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 88% | |
2018 | ||||
Registered | Sharehold | |||
Name | offices | Activity | ing | |
Prosegur Global CIT, S.L.U. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 100% | |
Prosegur Global CIT ROW, S.L.U. | C/ Pajaritos, 24, Madrid - Spain | Activity linked to the Cash business line | 100% |
The breakdown of the shareholders' equity as of 31 December 2019 of the investments in Group companies in which the Company holds 100% of the share capital is as follows:
(Expressed in thousands of Euros) | Share capital | Share | Reserves | Profit/(loss) for the | Dividend |
premium | year | ||||
Prosegur Global CIT, S.L.U. | 157,053 | 708,286 | 171,697 | 185,243 | (100,000) |
Prosegur Global CIT ROW, S.L.U. | 39,003 | 180,002 | 27,766 | 36,129 | - |
Prosegur Avos España, S.L. | 3 | 2,600 | (1,286) | (709) | - |
Prosegur Alpha3 Cashlabs, S.L. | 380 | 3,019 | - | (11) | - |
The breakdown of the shareholders' equity as of 31 December 2018 of the investments in Group companies in which the Company holds 100% of the share capital is as follows:
(Expressed in thousands of Euros) | Share capital | Share | Reserves | Profit/(loss) for the | Dividend | |
premium | year | |||||
Prosegur Global CIT, S.L.U. | 3 | 708,286 | 148,831 | 152,866 | (130,000) | |
Prosegur Global CIT ROW, S.L.U. | 3 | 180,002 | 4,802 | 40,464 | (17,500) |
22
9. Financial assets by category
Classification of the financial assets by categories
Thousands of euros
2019
At amortised cost or cost
Carrying Total
amount
Thousands of euros
2018
At amortised cost or cost
Carrying Total
amount
Non-current | |||||||||||||||||||||
Long-term financial investments | |||||||||||||||||||||
Other financial assets | 86 | 86 | - | - | |||||||||||||||||
Total current | 86 | 86 | - | - | |||||||||||||||||
Current | |||||||||||||||||||||
Loans and receivables | |||||||||||||||||||||
Loans to Group companies (Note 18) | 104,739 | 104,739 | 267,700 | 267,700 | |||||||||||||||||
Current account with Group companies | - | - | - | - | |||||||||||||||||
Other financial assets (Note 18) | 15,914 | 15,914 | 20,883 | 20,883 | |||||||||||||||||
Clients, Group companies and associates (Note 18) | 21,222 | 21,222 | 18,125 | 18,125 | |||||||||||||||||
Clients receivables for sales and services | - | - | - | - | |||||||||||||||||
Personnel | - | - | 5 | 5 | |||||||||||||||||
Miscellaneous receivables | 97 | 97 | 497 | 497 | |||||||||||||||||
Total current | |||||||||||||||||||||
141,972 | 141,972 | 307,210 | 307,210 | ||||||||||||||||||
Total financial assets | |||||||||||||||||||||
142,058 | 142,058 | 307,210 | 307,210 | ||||||||||||||||||
The carrying amount of the financial assets valued at cost or at amortised cost is close to their fair value, given the non-significant effect of the discount.
In 2019, long-term bonds were established with other companies, amounting to EUR 86 thousand and recorded under the heading "Other financial assets" in the long term.
23
10. Financial investments and commercial debtors
- Classification by maturities
The classification of financial assets by maturities is as follows:
Thousands of euros | ||||||||||
2019 | 2018 | |||||||||
Total | Total | |||||||||
Long-term financial investments | ||||||||||
Other financial assets | 86 | - | ||||||||
86 | - | |||||||||
Investments in Group | ||||||||||
Loans to companies | 104,739 | 267,700 | ||||||||
Other financial assets | 15,914 | 20,883 | ||||||||
120,653 | 288,583 | |||||||||
Trade and other receivables | ||||||||||
Clients, Group companies and associates | 21,222 | 18,125 | ||||||||
Personnel | - | 5 | ||||||||
Miscellaneous receivables | 97 | 497 | ||||||||
21,319 | 18,627 | |||||||||
Total | 142,058 | 307,210 |
24
- Other information on financial assets Loans to companies
The breakdown of the main characteristics of the loans as of 31 December 2019 is as follows:
2019
Thousands of euros
Carrying | |||||||
Maturity | amount | ||||||
Type | Currency | Interest rate | Par value | Current | |||
date | |||||||
Group and associates | |||||||
Prosegur Colombia 3 SLU | EUR | 0.75% | 31/12/2020 | 8,240 | 8,240 | ||
Prosegur AVOS España SL | EUR | 0.75% | 31/12/2020 | 45,477 | 45,477 | ||
Prosegur International CIT 1 SL | EUR | 0.75% | 31/12/2020 | 2,268 | 2,268 | ||
Inversiones CIT 2 SLU | EUR | 0.75% | 31/12/2020 | 49 | 49 | ||
Prosegur Global CIT ROW SLU | EUR | 0.75% | 31/12/2020 | 16,568 | 16,568 | ||
Prosegur Colombia 1 SLU | EUR | 0.75% | 31/12/2020 | 4,725 | 4,725 | ||
Prosegur Colombia 2 SLU | EUR | 0.75% | 31/12/2020 | 4,631 | 4,631 | ||
Prosegur Servicios de Pago EP SLU | EUR | 0.75% | 31/12/2020 | 181 | 181 | ||
Risk Management Solutions SLU | EUR | 0.75% | 31/12/2020 | 1,657 | 1,657 | ||
Compliofficer SLU | EUR | 0.75% | 31/12/2020 | 131 | 131 | ||
Work 4 Data Lab SL | EUR | 0.75% | 31/12/2020 | 549 | 549 | ||
Enclama SL | EUR | 0.75% | 31/12/2020 | 1 | 1 | ||
Prosegur Cash Services Germany GmbH | EUR | 1.00% | 31/12/2020 | 10,000 | 10,000 | ||
Luxpai CIT SARL | EUR | 1.00% | 31/12/2020 | 375 | 375 | ||
Prosegur Global Resources Holding Philipines Incorporated | Philippine Peso | 7.35% | 31/12/2020 | 3,535 | 3,535 | ||
Prosegur Transportadora de Caudales SA | EUR | 4.00% | 31/12/2020 | 2,823 | 2,823 | ||
Prosegur Australia Investments PTY Limited | Australian Dollar | 3.75% | 31/12/2020 | 3,466 | 3,466 | ||
Prosegur Seguridad Privada Logistica y Gestion de Efectivo SA de CV | EUR | 3.00% | 31/12/2020 | 63 | 63 | ||
Total | 104,739 | 104,739 |
(*) These balances are a consequence of the daily sweeping of cash-pooling accounts (Note 18)
The breakdown of the main characteristics of the loans as of 31 December 2018 is as follows:
2018
Thousands of euros
Maturity | Carrying | ||||||
Type | Currency | Interest rate | Par value | Current | |||
date | |||||||
Group and associates | |||||||
MIV Gestion, S.A. | EUR | 0.75% | 31/12/2019 | 830 | 830 | ||
Prosegur Global CIT, S.L.U | EUR | 0.75% | 31/12/2019 | 126,860 | 126,860 | ||
Prosegur Colombia 3, S.L. | EUR | 0.75% | 31/12/2019 | 93 | 93 | ||
Prosegur Avos España, S.L. | EUR | 0.75% | 31/12/2019 | 31,071 | 31,071 | ||
Prosegur International CIT 1, S.L.U. | EUR | 0.75% | 31/12/2019 | 873 | 873 | ||
Inversiones CIT 2, S.L.U. | EUR | 0.75% | 31/12/2019 | 5,090 | 5,090 | ||
Prosegur Global CIT ROW, S.L.U. | EUR | 0.75% | 31/12/2019 | 47,105 | 47,105 | ||
Prosegur Colombia 2, S.L. | EUR | 0.75% | 31/12/2019 | 4,866 | 4,866 | ||
Prosegur Cash Holding France, SAS | EUR | 3.25% | 31/12/2019 | 14,344 | 14,344 | ||
Luxpai CIT SARL | EUR | 1.00% | 31/12/2019 | 450 | 450 | ||
Prosegur Transportadora de Caudales SA | Uruguayan Peso | 5.00% | 31/12/2019 | 2,944 | 2,944 | ||
Prosegur Seguridad Privada Logistica Y Gestion de Efectivo UO | Mexican Peso | 7.25% | 31/12/2019 | 48 | 48 | ||
Prosegur Australia Investments | Australian Dollar | 3.50% | 31/12/2019 | 17,115 | 17,115 | ||
Prosegur Cash Services Germany GMBH | EUR | 0.75% | 31/12/2019 | 11,146 | 11,146 | ||
Prosegur Colombia 1 SLU | EUR | 0.75% | 31/12/2019 | 4,865 | 4,865 | ||
Total | 267,700 | 267,700 | |||||
(*) These balances are a consequence of the daily sweeping of cash-pooling accounts (Note 18)
25
Other financial assets
Under this heading are the balances for the current accounts held with the different Group companies that include the payments and collections of the amounts to be paid/charged for the different services received/provided or other operations performed.
11. Cash and cash equivalents
Details of cash and cash equivalents at 31 December 2019 and 2018, are as follows:
Thousands of euros | ||||
2019 | 2018 | |||
Cash and other cash equivalents | 40,982 | 2,286 | ||
Total | 40,982 | 2,286 | ||
Cash in hand and at banks essentially reflects cash at banks at each year end.
12. Net equity
- Share capital
The Company was constituted by Prosegur Compañía de Seguridad, S.A. on 22 February 2016. The share capital of the Company was EUR three thousand, represented by 3,000 shares of EUR one par value each. The shareholdings were fully paid by Prosegur Compañía de Seguridad, S.A. through a monetary contribution.
The Company, by virtue of the agreement reached by the Sole Shareholder on 6 May 2016, increased its share capital by EUR one by issuing 1 new share of EUR one par value through a non- monetary contribution of 100% of the shares of the Spanish Prosegur Global CIT ROW, S.L.U.. This capital increase was created with a total share premium of EUR 176,641 thousand.
Also, by virtue of what was agreed upon by the Sole Shareholder on 26 July 2016, the Company increased its share capital by EUR 29,996,999 through the issuance of 29,996,999 new shares with a par value of EUR one, via a non-monetary contribution of 100% of the shares of the Spanish Prosegur Global CIT, S.L.U. This capital increase was made with a total share premium of EUR 733,907 thousand.
On 21 September 2016, the Sole Shareholder agreed to turn the Company into a public limited company and replace the 30,000,000 participations with a par value of EUR one each for 300,000,000 new nominative shares with a par value of EUR 0.10 each, all of the new shares being attributed to Prosegur Compañía de Seguridad, S.A.
On 30 November 2016 Prosegur Compañía de Seguridad, S.A. underwent a capital increase of the Spanish company Prosegur Assets Management, S.L.U. through the contribution of 49% of the shares of Prosegur Cash, S.A.
On 19 December 2016, the Shareholders' Meeting of the Company agreed to split each share of EUR 0.10 of par value into 5 shares of EUR 0.02 of par value, in such a way that the share capital became divided into 1,500,000,000 shares of EUR 0.02 of par value each. Likewise, it was agreed to transform the representation system of the Company shares from registered securities into book entries.
26
At 31 December 2019 and 2018,, the share capital of Prosegur Compañía de Seguridad, S.A. totals EUR 30,000 thousand and is represented by 1,500,000,000 shares with a par value of EUR 0.02 each, fully subscribed and paid. These shares are listed on the Madrid, Barcelona, Valencia and Bilbao Stock Markets and are traded via the Spanish Stock Market Interconnection System (electronic trading system) (SIBE).
These shares are freely transferable.
Details of the Company's shareholders are as follows:
Shareholders | Number of shares | ||||
31/12/2019 | 2019 | ||||
Ms Helena Revoredo Delvecchio (1) | 1,087,500,000 | 72.50% | |||
Invesco (2) | 56,805,000 | 3.79% | |||
Others | 355,695,000 | 23.71% | |||
Total | |||||
1,500,000,000 | 100.00% |
- Investment through Prosegur Compañía de Seguridad, S.A.
- Investment through various managed funds.
- Own shares and equity holdings
On 7 July 2017, coming into force on 11 July of the same year, the Company entered into a liquidity contract to favour share liquidity. Said agreement is in force as of 31 December 2019, the date on which Prosegur Cash, S.A.'s treasury stock amounted to 1,119,862 shares (1,057,307 shares in 2018), of which 696,866 (602,496 in 2018) are linked to the liquidity contract.
Details of changes in own shares during the year are as follows:
Thousands | ||||
Balance at 31 December 2018 | Number of shares | of euros | ||
1,057,307 | 1,943 | |||
Purchase of own shares | 10,593,125 | 17,656 | ||
Sale of own shares | (10,498,755) | (17,988) | ||
Other awards | (31,815) | (64) | ||
Balance at 31 December 2019 | 1,119,862 | 1,546 |
Prosegur Cash holds 0.07% (0.07% in 2018) of treasury stock deemed strategic to satisfy possible future corporate transactions.
27
13. Financial liabilities by category
- Classification of financial liabilities by category
The classification of financial liabilities by categories and classes, as well as the comparison of fair value and carrying amount is as follows:
Thousands of euros | |||||||||||||||||||||||
2019 | |||||||||||||||||||||||
At amortised cost or cost | |||||||||||||||||||||||
Debentures | Debts with | Payables to | Trade and | Other financial | |||||||||||||||||||
and other | |||||||||||||||||||||||
credit | Group | Total | |||||||||||||||||||||
negotiable | other payables | liabilities | |||||||||||||||||||||
institutions | companies | ||||||||||||||||||||||
securities | |||||||||||||||||||||||
Non-currents | |||||||||||||||||||||||
Debts and payables (Note 14) | 593,306 | - | - | - | - | 593,306 | |||||||||||||||||
593,306 | - | - | - | - | 593,306 | ||||||||||||||||||
Current | |||||||||||||||||||||||
Debts and payables (Note 14) | 8,872 | 75,635 | 552,356 | 45,248 | 17,975 | 700,086 | |||||||||||||||||
Total | 602,179 | 75,635 | 552,356 | 45,248 | 17,975 | 1,293,392 | |||||||||||||||||
Thousands of euros | |||||||||||||||||||||||
2018 | |||||||||||||||||||||||
At amortised cost or cost | |||||||||||||||||||||||
Debentures | Debts with | Payables to | Trade and | Other financial | |||||||||||||||||||
and other | credit | Group | Total | ||||||||||||||||||||
other payables | liabilities | ||||||||||||||||||||||
negotiable | institutions | companies | |||||||||||||||||||||
Non-currents | |||||||||||||||||||||||
Debts and payables (Note 14) | 592,438 | 16,803 | - | - | - | 609,241 | |||||||||||||||||
592,438 | 16,803 | - | - | - | 609,241 | ||||||||||||||||||
Current | |||||||||||||||||||||||
Debts and payables (Note 14) | 8,872 | 61,830 | 474,998 | 12,004 | 24,348 | 582,052 | |||||||||||||||||
8,872 | 61,830 | 474,998 | 12,004 | 24,348 | 582,052 | ||||||||||||||||||
Total | 601,310 | 78,633 | 474,998 | 12,004 | 24,348 | 1,191,293 |
Debentures and other negotiable securities
On 4 December 2017, Prosegur Cash, S.A. launched a EUR 600,000 thousand bond issue maturing on 4 February 2026. The bond was issued in the Euromarket as part of the Euro Medium Term Note Programme. This issue will enable the deferment of maturities of part of the debt of Prosegur Cash and the diversification of funding sources. The bonds are traded on the secondary market, on the Irish Stock Exchange. They accrue an annual coupon of 1.38% payable at the end of each year.
The carrying amount of the financial liabilities valued at cost or at amortised cost is close to their fair value, given the non-significant effect of the discount.
28
14. Financial debts and commercial creditors
- Debts with credit institutions
The current and non-current debts with credit institutions at 31 December 2019 are the following:
Thousands of euros
2019
Outstanding | ||||
Type | Interest rate | Maturity | Par value | debt at |
31/12/2019 | ||||
Bank borrowings | Eur+margin | 14/02/2020 | 40,000 | 40,006 |
Bank borrowings | Eur+margin | 27/02/2020 | 20,000 | 20,000 |
Bank borrowings | Eur+margin | 12/03/2020 | 15,000 | 15,015 |
Loan agreement | Eur+margin | 10/05/2020 | 10,000 | 8 |
Loan agreement | Eur+margin | 04/11/2020 | 15,000 | 23 |
Loan agreement | Eur+margin | 28/06/2020 | 5,000 | 6 |
Loan agreement | Eur+margin | 31/07/2020 | 3,000 | 3 |
Loan agreement | Eur+margin | 25/05/2020 | 5,000 | 567 |
Loan agreement | Eur+margin | 12/10/2020 | 15,000 | - |
Loan agreement | Eur+margin | 10/12/2020 | 5,000 | 7 |
Loan agreement | Eur+margin | 04/11/2020 | 15,000 | - |
Total | ||||
75,635 |
The current and non-current debts with credit institutions at 31 December 2018 are the following:
Thousands of euros
2018
Outstanding | ||||
Type | Interest rate | Maturity | Par value | debt at |
31/12/2018 | ||||
Bank borrowings | Jibar+margin | 29/01/2020 | 18,296 | 16,969 |
Bank borrowings | Eur+margin | 27/02/2019 | 15,000 | 15,000 |
Bank borrowings | Eur+margin | 22/03/2019 | 15,000 | 15,000 |
Bank borrowings | Eur+margin | 14/09/2019 | 15,000 | 15,000 |
Bank borrowings | Eur+margin | 27/03/2019 | 15,000 | 15,000 |
Loan agreement | Eur+margin | 28/04/2019 | 10,000 | 1,615 |
Loan agreement | Eur+margin | 15/10/2019 | 15,000 | 10 |
Loan agreement | Eur+margin | 31/07/2019 | 3,000 | 3 |
Loan agreement | Eur+margin | 29/06/2019 | 5,000 | 5 |
Loan agreement | Eur+margin | 10/05/2019 | 10,000 | 23 |
Loan agreement | Eur+margin | 10/12/2019 | 5,000 | 8 |
Loan agreement | Eur+margin | 25/05/2019 | 5,000 | - |
Loan agreement | Eur+margin | 30/12/2019 | 5,000 | - |
Total | ||||
78,633 | ||||
29
Syndicated credit facility
On 10 February 2017, Prosegur Cash, S.A. arranged a new five-year syndicated credit facility of EUR 300,000 thousand to afford the Company long-term liquidity. As of 31 December 2019, there are EUR 20,000 thousand of available balance of this credit (as of 31 December 2018 there was no available balance associated with this credit).
The interest rate of the drawdowns under the syndicated credit facility is equal to Euribor plus an adjustable spread based on the Company's rating.
Additionally, this financing has the guarantees granted by the following subsidiaries of Prosegur Cash, S.A.: Prosegur Brasil, S.A. Transportadora de Valores e Segurança (Brazil), Transportadora de Caudales Juncadella, S.A. (Argentina) and Compañía de Seguridad Prosegur, S.A. (Peru). This contract has the following obligatory covenant ratios:
- The net financial debt/EBITDA ratio should be less than 3.5.
- The EBITDA/finance costs ratio should be higher than 5.
- Payables to Group companies
The breakdown of the main characteristics of the debts as of 31 December 2019 is as follows (Note 18):
Thousands of euros
Type | Currency | Interest rate | Maturity | Par value | Current | |
Loans with group companies | ||||||
Transportadora de Caudales Juncadella S.A. | EUR | 0.75% | 31/12/2020 | 30,554 | 30,554 | |
Prosegur Brasil S/A Transportadora de Valores e Segurança | EUR | 0.75% | 31/12/2020 | 64,850 | 64,850 | |
Compañia de Seguridad Prosegur SA | EUR | 4.00% | 31/12/2020 | 53 | 53 | |
MIV Gestión SA | EUR | 0.75% | 31/12/2020 | 202 | 202 | |
Prosegur Servicios de Efectivo España SLU | EUR | 0.75% | 31/12/2020 | 31,258 | 31,258 | |
Prosegur Global CIT SLU | EUR | 0.75% | 31/12/2020 | 39,751 | 39,751 | |
Armor Acquisition, S.A. | EUR | 0.75% | 31/12/2020 | 65,362 | 65,362 | |
Juncadella Prosegur Internacional SA | EUR | 0.75% | 31/12/2020 | 217,464 | 217,464 | |
Contesta Teleservicios SA | EUR | 0.75% | 31/12/2020 | 1,668 | 1,668 | |
Integrum 2008 SLU | EUR | 0.75% | 31/12/2020 | 666 | 666 | |
Bloggers Broker SL | EUR | 0.75% | 31/12/2020 | 1,402 | 1,402 | |
Contesta Servicios Auxiliares SL | EUR | 0.75% | 31/12/2020 | 1,592 | 1,592 | |
Prosegur Alpha3 Cashlabs SL | EUR | 0.75% | 31/12/2020 | 350 | 350 | |
Prosegur Internationale Handels GmbH | EUR | 0.75% | 31/12/2020 | 3,011 | 3,011 | |
Empresa de Transportes Cia de Seguridad Chile Ltda | EUR | 0.75% | 31/12/2020 | 2,863 | 2,863 | |
Malcoff Holdings BV | EUR | 0.75% | 31/12/2020 | 100 | 100 | |
Pitco Reinsurance SA | EUR | 0.75% | 31/12/2020 | 13,076 | 13,076 | |
Other financial liabilities | 474,222 | |||||
MIV Gestión SA (**) | EUR | 31/12/2020 | 3 | 3 | ||
Prosegur AVOS España SL (**) | EUR | 31/12/2020 | 6 | 6 | ||
Armor Acquisition SA (**) | EUR | 31/12/2020 | 535 | 535 | ||
Prosegur Global CIT ROW SLU (**) | EUR | 31/12/2020 | 30,200 | 30,200 | ||
Singpai Alarms Private Ltd (**) | EUR | 31/12/2020 | 2 | 2 | ||
Short-term payables to Group companies and associates | 30,746 | |||||
Prosegur Compañía de Seguridad S.A. | EUR | 33,335 | 33,335 | |||
Prosegur Asset Management S.A. | EUR | 14,053 | 14,053 | |||
47,388 | ||||||
Total | ||||||
552,356 |
- These balances are a consequence of the daily sweeping of cash-pooling accounts (Note 23) (**) Balance corresponding to the current account held with the Company
30
The breakdown of the main characteristics of the debts as of 31 December 2018 is as follows (Note 18):
Thousands of euros
Type | Currency | Interest rate | Maturity | Par value | Current | ||
Loans with group companies | |||||||
Transportadora de Caudales Juncadella S.A. | EUR | 0.75% | 31/12/2019 | 1,500 | 1,500 | ||
BIP Serviços de Vigilancia Patrimonial Ltda | EUR | 0.75% | 31/12/2019 | 11,956 | 11,956 | ||
Compañia de Seguridad Prosegur S.A. | EUR | 2.50% | 31/12/2019 | 1,480 | 1,480 | ||
Prosegur Servicios de Efectivo España S.L.U. | EUR | 0.75% | 31/12/2019 | 8,119 | 8,119 | ||
Armor Acquisition S.A. | EUR | 0.75% | 31/12/2019 | 70,050 | 70,050 | ||
Juncadella Prosegur Internacional, S.A. | EUR | 0.75% | 31/12/2019 | 301,144 | 301,144 | ||
Contesta Teleservicios S.A. | EUR | 0.75% | 31/12/2019 | 1,189 | 1,189 | ||
Integrum 2008 S.L.U. | EUR | 0.75% | 31/12/2019 | 553 | 553 | ||
Bloggers Broker S.L. | EUR | 0.75% | 31/12/2019 | 300 | 300 | ||
Contesta Servicios Auxiliares S.L. | EUR | 0.75% | 31/12/2019 | 715 | 715 | ||
Prosegur Servicios de Pago EP SLU | EUR | 0.75% | 31/12/2019 | 2 | 2 | ||
Prosegur Internationale Handels GmbH | EUR | 0.75% | 31/12/2019 | 2,526 | 2,526 | ||
Empresa de Transportes Cia de Seguridad Chile Ltda | EUR | 3.75% | 31/12/2019 | 8,594 | 8,594 | ||
Pitco Reinsurance SA | EUR | 0.75% | 31/12/2019 | 2,341 | 2,341 | ||
Other financial liabilities | 410,469 | ||||||
Prosegur Servicios de Efectivo España, S.L.U. (**) | EUR | 31/12/2019 | 28 | 28 | |||
Armor Acquisition, S.A. (**) | EUR | 31/12/2019 | 47 | 47 | |||
Juncadella Prosegur Internacional, S.A. (**) | EUR | 31/12/2019 | 237 | 237 | |||
Contesta teleservicios SAU (**) | EUR | 31/12/2019 | 11 | 11 | |||
Prosegur Compañía de Seguridad S.A. (**) | EUR | 31/12/2019 | 16 | 17 | |||
Short-term payables to Group companies and associates | 340 | ||||||
Prosegur Compañía de Seguridad S.A. | EUR | 45,154 | 45,154 | ||||
Prosegur Asset Management S.A. | EUR | 19,035 | 19,035 | ||||
64,189 | |||||||
Total | |||||||
474,998 | |||||||
- These balances are a consequence of the daily sweeping of cash-pooling accounts (Note 23) (**) Balance corresponding to the current account held with the Company
Likewise, the heading "short-term payables to Group companies and associates" recognises the amounts due for dividends with the companies Prosegur Compañía de Seguridad, S.A. and Prosegur Asset Management, S.A.
31
- Trade payables
The breakdown of balances with commercial creditors is as follows:
Thousands of euros | |||||
Current | 2019 | 2018 | |||
Suppliers, Group companies and associates (Note 18) | 40,232 | 4,578 | |||
Sundry accounts payable | 3,892 | 4,736 | |||
Personnel (salaries payable) | 1,124 | 2,690 | |||
Total | 45,248 | 12,004 | |||
The suppliers section contains the outstanding trademark billing. The Personnel section (salaries payable) includes the accrued incentive, payable in cash, corresponding to the 2017 and the 2020 Plans, for EUR 840 thousand (EUR 1,392 thousand in 2018) (Note 25.9).
The fair value of the incentives referred to the share quotation price was estimated on the basis of Prosegur Cash's share quotation price at the close of the period or at the payment time.
- Classification by maturities
The classification of financial liabilities by maturities at 31 December 2019 is as follows:
Thousands of euros | ||||||||
2019 | ||||||||
Financial liabilities | ||||||||
2020 | 2021 | 2022 | 2023 | Subsequent | Total | |||
years | ||||||||
Debts with credit institutions | 75,635 | - | - | - | - | 75,635 | ||
Debentures and other negotiable securities | 8,872 | - | - | - | 593,306 | 602,178 | ||
Other financial liabilities (Note 5) | 17,975 | - | - | - | - | 17,975 | ||
Payables to Group companies (Note 18) | 552,356 | - | - | - | - | 552,356 | ||
Trade and other payables | - | - | - | - | - | - | ||
Suppliers, Group companies and associates (Note 18) | 40,232 | - | - | - | - | 40,232 | ||
Sundry accounts payable | 3,892 | - | - | - | - | 3,892 | ||
Personnel (salaries payable) | 1,124 | - | - | - | - | 1,124 | ||
Total | ||||||||
700,086 | - | - | - | 593,306 | 1,293,392 |
The classification of financial liabilities by maturities at 31 December 2018 is as follows:
Thousands of euros | ||||||||
2018 | ||||||||
Financial liabilities | ||||||||
2019 | 2020 | 2021 | 2022 | Subsequent | Total | |||
years | ||||||||
Debts with credit institutions | 61,830 | 16,803 | - | - | - | 78,633 | ||
Debentures and other negotiable securities | 8,872 | - | - | - | 592,438 | 601,310 | ||
Other financial liabilities | 24,348 | - | - | - | - | 24,348 | ||
Loans to Group companies and associates | 474,998 | - | - | - | - | 474,998 | ||
Trade and other payables | - | - | - | - | - | |||
Suppliers, Group companies and associates | 4,578 | - | - | - | - | 4,578 | ||
Sundry accounts payable | 4,736 | - | - | - | - | 4,736 | ||
Personnel (salaries payable) | 2,690 | - | - | - | - | 2,690 | ||
Total | ||||||||
582,052 | 16,803 | - | - | 592,438 | 1,191,293 |
32
- Deferred payments to suppliers. Third additional provision. "Reporting Requirement", of Act 15/2010 of 5 July 2010
The information required by the "Reporting Requirement", third additional provision of Act 15/2010 of 5 July 2010 (modified through the Final Provision Two of Act 31/2014, of 3 December) prepared in accordance with the ICAC Resolution of 29 January 2016, on the information to be included in the annual accounts report in relation to the average period of payment to suppliers in commercial operations is detailed below.
2019 | 2018 | ||
Days | |||
Average payment period to suppliers | 59 | 52 | |
Ratio of transactions paid | 57 | 53 | |
Ratio of transactions pending payment | 76 | 46 | |
Amount | |||
Thousands of euros | |||
Total payments made | 23,530 | 11,462 | |
Total payments pending | 2,203 | 1,962 |
For the exclusive purposes of providing the disclosures envisaged in this Resolution, suppliers are deemed as commercial creditors holding debts for the supply of goods or services, included under "Suppliers and other payables" of current liabilities of the balance sheet.
"Average payment period to suppliers" is understood as the period between the delivery of the goods or the rendering of the services by the supplier and the material payment of the transaction.
The maximum legal term of payment applicable to the companies in 2019 and 2018, according to Act 11/2013, of 26 July, is of 30 days (unless the conditions set forth in the Act allowing the maximum payment period to be raised to 60 days are fulfilled).
15. Taxation
Details of balances with public entities are as follows:
Thousands of euros | ||||||||||||||||
2019 | 2018 | |||||||||||||||
No | Current | No | Current | |||||||||||||
Current | Current | |||||||||||||||
Assets | ||||||||||||||||
Deferred tax assets | 535 | - | 925 | - | ||||||||||||
Value added tax and similar liabilities | - | 3,971 | - | 4,742 | ||||||||||||
3,971 | 925 | 4,742 | ||||||||||||||
535 | ||||||||||||||||
Liabilities | ||||||||||||||||
Social Security | - | 84 | - | 69 | ||||||||||||
Withholdings | - | 1,369 | - | 1,718 | ||||||||||||
1,453 | - | 1,787 | ||||||||||||||
- |
Prosegur Compañía de Seguridad, S.A.,the majority shareholder of the Company is the parent company of a group that is taxed Corporate Income Tax under the fiscal consolidation regime in Spain. As well as Prosegur Compañía de Seguridad, S.A. as the parent, this consolidated tax group comprises the Spanish subsidiaries that meet the requirements set out in regulations governing consolidated taxation.
33
Pursuant to tax legislation in force for 2016 and following years, the Company's tax loss carryforwards may only be offset up to a maximum of 25% of taxable income prior to offset.
On 27 November 2013, the Official State Gazette (BOE) published the modifications to the Corporate Income Tax Act, which establishes, among other aspects, the reduction over two years of the general Corporate Income Tax rate, which, as of 1 January 2016 was at 25%.
Due to the different interpretations that could be made of the fiscal legislation in force, additional tax liabilities could arise in the event of inspection. In any event, the Directors of the Company do not consider that any such liabilities that could arise would have a significant effect on the consolidated annual accounts.
Income tax
The reconciliation of the accounting result and the corporate income tax carry forward is as follows:
Thousands of euros | |||
Account finance income before tax | 2019 | 2018 | |
85,294 | 132,335 | ||
Permanent differences | (98,952) | (148,359) | |
Temporary differences: | (1,387) | (1,530) | |
- Originating in the current period | 1,733 | 1,917 | |
- Arising in previous years | (3,120) | (3,447) | |
Taxable base for tax consolidation | (15,045) | (17,553) | |
Tax rate | 25% | 25% | |
Resulting tax payable | (3,761) | (4,389) | |
Deductions: | (5,044) | (3,655) | |
- Double taxation | (4,235) | (3,588) | |
- Other deductions | (809) | (67) | |
Tax payable | (8,805) | (8,043) | |
The permanent differences to the accounting result for 2019 correspond to items that are not tax deductible expenses or taxable income, and mainly due to: the exemption of dividends received from its subsidiary Prosegur Global CIT ROW, S.L. for EUR 100,000 thousand, (2018: EUR 130,000 thousand for Prosegur Global CIT, S.L. and EUR 17,500 thousand for Prosegur Global CIT ROW, S.L.), EUR 58 thousand correspond to taxes paid abroad and which are not liable to deduction for international double taxation and contributions to foundations for a positive amount of EUR 1,106 thousand.
The main temporary difference adjustments to accounting profit originating in the year that are deductible in subsequent years are as follows:
1. Positive:
- Provision for personnel expenses, amounting to EUR 1,668 thousand (EUR 1,852 thousand in 2018).
- Other adjustments for EUR 65 thousand (EUR 65 thousand in 2018).
The main temporary difference adjustments to accounting profit originating in previous years are as follows:
1.Positive:
- Application for an amount of EUR one thousand (EUR one thousand in 2018), corresponding to the reversal of the negative adjustment of items of fixed assets subject to the freedom to amortise for 2009, 2010 and 2011.
34
2.Negative:
- Reversal of provisions from previous years amounting to EUR 3,119 thousand (EUR 3,448 thousand in 2018).
In 2019, the deductions correspond to the deduction for international double taxation in respect of taxes paid abroad for various services amounting to EUR 4,235 thousand (EUR 3,558 thousand in 2018), and deduction in technological innovation of EUR 422 thousand (EUR 67 thousand in 2018) and the deduction due to donations to non-profit companies for EUR 387 thousand.
The breakdown of the income tax expense of the income statement is as follows:
Thousands of euros | |||
Account finance income before tax | 2019 | 2018 | |
85,294 | 132,335 | ||
Permanent differences | (98,952) | (148,359) | |
Elimination of own shares transactions | 1 | (11) | |
Taxable base | (13,657) | (16,034) | |
Tax rate | 25% | 25% | |
Resulting tax payable | (3,414) | (4,009) | |
Deductions: | (5,044) | (3,655) | |
- Double taxation | (4,235) | (3,588) | |
- Other deductions | (809) | (67) | |
Expense (income) from tax on profit | (8,458) | (7,664) | |
Withholdings at source and other | 4,267 | 4,381 | |
Final expense (income) from tax on profit | (4,191) | (3,283) | |
The corporate income tax expense is as follows:
Thousands of euros | |||
2019 | 2018 | ||
Current tax | (8,805) | (8,043) | |
Elimination of own shares transactions | - | (4) | |
Deferred tax | 347 | 383 | |
Adjustments from previous years | 4,267 | 4,381 | |
(4,191) | (3,283) |
On 28 November 2016, by agreement of the then sole shareholder of the company Prosegur Cash, S.A., the company's admission was approved to the special regime of the Entities for the Holding of Foreign Securities provided for in Act 27/2014, of 27 November, on Corporate Income Tax. This was duly communicated to the Administration in a timely manner.
There were no restructuring operations during the 2018 and 2019 financial years.
The difference in value in both cases derives from the accounting entries at consolidated value of the acquired assets.
List of tax benefits of the transferring entity, with respect to which the entity must assume compliance with certain requirements in accordance with art. 84 LIS: not benefited.
Deferred taxes
Tax assets and tax liabilities are offset when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
35
Movement in deferred tax is as follows:
Thousands of euros | |||||||
Opening | Other | Disposals | Additions | Closing | |||
Deferred tax assets | balance | adjustments | balance | ||||
Intangible asset amortisation | 64 | 16 | - | 16 | 96 | ||
Other provisions | 861 | (59) | (363) | - | 439 | ||
925 | (43) | (363) | 16 | 535 | |||
Thousands of euros | |||||||
Opening | Other | Disposals | Additions | Closing | |||
balance | adjustments | balance | |||||
Deferred tax liabilities | |||||||
Freedom to amortise | 1,102 | 206 | - | (383) | 925 | ||
1,102 | 206 | - | (383) | 925 | |||
16. Contingencies
- Contingent liabilities
The Company has contingent liabilities from litigation arising in the ordinary course of business which are not expected to give rise to significant liabilities.
The Company has contingent liabilities for bank and other guarantees related with its normal business operations that are not expected to give rise to any significant liabilities.
Guarantees provided by the Company to third parties at year end are as follows:
Thousands of euros
2019 | 2018 | ||
Financial guarantees | 37 | 37 | |
37 | 37 |
Financial guarantees essentially include those relating to litigations in process.
- Contingent assets
At 31 December 2019 and 2018 the Company has no contingent assets.
- National Commission on Markets and Competition
On 22 April 2015, Spain's National Commission on Markets and Competition (hereinafter, the CNMC) commenced disciplinary proceedings against Prosegur, Prosegur Servicios de Efectivo España, S.L.U (currently a subsidiary of Prosegur Cash) and Loomis España, S.A. for alleged anticompetitive practices in accordance with European Union legislation. On 10 November 2016, the CNMC's Competition Chamber ruled to fine Prosegur and its subsidiary EUR 39,420 thousand.
On 13 January 2017, Prosegur announced it planned to file, in the National Court (Audiencia
36
Nacional), a contentious-administrative appeal against said ruling and requested the adoption of an interim measure consisting of suspending payment of the fine imposed.
On 13 February 2017, the National Court accepted the appeal proposed by Prosegur for processing, commencing the relevant proceedings, prior to formal filing of the appeal. On 6 September 2018, Prosegur filed the relevant appeal which at present remains pending resolution by the National Court in respect of the underlying matter.
With regard to the request for the interim measure, on 31 March 2017, the National Court agreed to it and suspended execution of the CNMC resolution in particular concerning payment of the fine by Prosegur, on the condition that, within a maximum of two months, Prosegur should provide surety or any other guarantee in the amount of the fine. On 9 June 2017, Prosegur presented the National Court with a bank guarantee amounting to EUR 39,420 thousand.
Prosegur will undertake solely and at its own expense the defence of Prosegur and Prosegur Servicios de Efectivo España, S.L. with regard to the disciplinary proceedings and the resolution by the Competition Chamber of the CNMC on 10 November 2016, with exclusive powers in respect of the supervision and control of said defence and of the contentious-administrative proceedings. Prosegur will hold Prosegur Cash and its subsidiary harmless from the potential negative economic effects of said proceedings.
17. Commitments
- Purchase commitments for fixed assets
At 31 December 2019, the commitments correspond mainly to the purchase of hardware and software development amounting to EUR 114 thousand (EUR 622 thousand at 31 December 2018).
- Operating lease commitments
At 31 December 2019, the commitments correspond mainly to the rental of vehicles under non- cancellable operating leases amounting to EUR 26 thousand (EUR 102 thousand at 31 December 2018).
18. Balances and transactions with related parties
- Related Party Balances
The breakdown of the balances by categories is the following:
37
Thousands of euros | |||||||||
2019 | |||||||||
Revenue from | Financial | Expenses | |||||||
Provision of services | from | Services | |||||||
dividends | income (Note | ||||||||
(Note 3) | interest | rendered | |||||||
(Note 3) | 3) | ||||||||
(Note 4) | |||||||||
Prosegur Soluciones Integrales de Seguridad España SLU | - | - | - | - | (113) | ||||
Prosegur Compañia de Seguridad, S.A. | - | - | - | - | (23,391) | ||||
Prosegur Gestion de Activos, S.L.U. | - | - | - | - | (30,980) | ||||
MIV Gestión, S.A. | - | 11 | 83 | - | - | ||||
Prosegur Ciberseguridad SL | - | - | - | - | - | ||||
Prosegur Global SIS SLU | - | - | - | - | - | ||||
Prosegur Servicios de Efectivo España SLU | - | - | 4,928 | (176) | - | ||||
Prosegur Global CIT, S.L.U. | - | 38 | 31,515 | - | - | ||||
Prosegur Colombia 3, S.L. | - | 8 | - | - | - | ||||
Prosegur Avos España, S.L.U. | - | 233 | 209 | - | (12) | ||||
Armor Acquisition, S.A. | - | - | - | (531) | - | ||||
Juncadella Prosegur Internacional SA | - | - | - | (2,342) | - | ||||
Prosegur International CIT 1, S.L. | - | 15 | - | - | - | ||||
Prosegur Global CIT ROW, S.L.U. | 100,000 | - | 14,118 | (20) | - | ||||
ESC Servicios Generales SLU | - | - | - | - | (4) | ||||
Contesta Teleservicios SA | - | - | - | (16) | - | ||||
Integrum 2008 SLU | - | - | - | (5) | - | ||||
Bloggers Broker SL | - | - | - | (3) | - | ||||
Contesta Servicios Auxiliares SL | - | - | 218 | (9) | - | ||||
Prosegur Colombia 1 SLU | - | 36 | - | - | - | ||||
Prosegur Colombia 2 SLU | - | 36 | - | - | - | ||||
Risk Management Solutions SLU | - | 4 | 173 | - | - | ||||
Compliofficer SLU | - | 1 | - | - | - | ||||
Work 4 Data Lab SL | - | 3 | - | - | - | ||||
Enclama SL | - | 2 | - | - | - | ||||
Prosegur Alpha3 Cashlabs SL | - | 6 | - | - | - | ||||
Transportadora de Caudales Juncadella SA | - | - | 11,897 | (157) | (850) | ||||
Prosegur Serviços e Participaçoes Societarias SA | - | - | 53 | - | - | ||||
Prosegur Brasil S/A Transportadora de Valores e Segurança | - | - | 1,459 | (103) | (3,106) | ||||
Compañia Transportadora de Valores Prosegur de Colombia S | - | - | 48 | - | - | ||||
Consultoría de Negocios CCR Consulting Costa Rica SA | - | - | 273 | - | - | ||||
Compañía de Seguridad Prosegur, S.A. | - | - | 2,931 | (52) | - | ||||
Prosegur Cajeros, S.A. | - | - | 114 | - | - | ||||
Prosegur Gestion de Activos SA | - | - | - | - | (14) | ||||
Prosegur Cash Holding France SAS | - | 182 | - | - | - | ||||
Prosegur Internationale Handels GmbH | - | - | - | (4) | - | ||||
Prosegur Cash Services Germany GmbH | - | 101 | - | - | - | ||||
SIS Cash Services Private Ltd | - | - | - | - | - | ||||
Servicios Prosegur Ltda | - | - | 1,180 | - | - | ||||
Empresa de Transportes Cia de Seguridad Chile Ltda | - | - | - | (60) | - | ||||
Prosegur Seguridad Privada Logistica y Gestion de Efectivo SA | - | 16 | - | - | - | ||||
de CV | |||||||||
Grupo Mercurio de Transportes SA de CV | - | - | 80 | - | - | ||||
Pitco Reinsurance, S.A. | - | - | - | (119) | - | ||||
Luxpai CIT SARL | - | 2 | - | - | - | ||||
Prosegur Logistica e Tratamento de Valores Portugal SA | - | - | (7) | - | - | ||||
Armored Transport Plus Incorporated | - | 14 | - | - | - | ||||
Singpai Pte Ltd | - | - | - | - | (626) | ||||
Singpai Alarms Private Ltd | - | - | - | - | (71) | ||||
Prosegur Transportadora de Caudales SA | - | 112 | - | - | - | ||||
Prosegur Paraguay, S.A. | - | - | 1,192 | - | - | ||||
Prosegur Australia Holdings PTY Limited | - | - | - | - | (24) | ||||
Prosegur Australia Investments PTY Limited | - | 670 | - | - | - | ||||
Prosegur Australia Pty Limited | - | - | - | - | (20) | ||||
Total | 100,000 | 1,490 | 70,464 | (3,597) | (59,211) |
38
Thousands of euros | |||||||||||
2018 | |||||||||||
Financial assets | Financial liabilities | ||||||||||
Current | Current | ||||||||||
Credits | Debtors (Note | Other financial | Debts (Note | Suppliers | Other financial | ||||||
(Note 9) | 9) | assets (Note | 13) | (Note 13) | liabilities (Note | ||||||
13) | 13) | ||||||||||
Group Companies | |||||||||||
Prosegur SIS España, S.L. | - | - | - | - | (2) | - | |||||
Prosegur Compañia de Seguridad, S.A. | - | 13 | 9,864 | (45,154) | (3,008) | (17) | |||||
Prosegur Gestion de Activos, S.L.U. | - | 2 | - | - | (11) | - | |||||
Prosegur Global Alarmas, S.L.U. | 830 | - | - | - | - | - | |||||
MIV Gestión, S.A. | - | - | 1 | - | - | - | |||||
Prosegur Assets Management, S.L.U. | - | - | - | (19,035) | - | - | |||||
Prosegur Servicios de Efectivo España, S.L.U. | - | 1 | - | (8,119) | (6) | (28) | |||||
Prosegur Global CIT, S.L.U. | 126,860 | 505 | 93 | - | - | - | |||||
Prosegur Berlin SLU | 93 | - | - | - | - | - | |||||
Prosegur Avos España, S.L.U. | 31,071 | - | 20 | - | (14) | - | |||||
Armor Acquisition, S.A. | - | - | - | (70,050) | - | (47) | |||||
Juncadella Prosegur Internacional, S.A. | - | - | - | (301,144) | - | (237) | |||||
Prosegur International CIT 1, S.L. | 873 | - | - | - | - | - | |||||
Prosegur International CIT 2 SLU | 5,091 | - | 3 | - | - | - | |||||
Prosegur Global CIT ROW, S.L.U. | 47,105 | 255 | 43 | - | - | - | |||||
Contesta Teleservicios | - | - | - | (1,189) | - | (11) | |||||
Integrum 2008 | - | - | - | (553) | - | - | |||||
Bloggers Brokers | - | - | - | (300) | - | - | |||||
Contesta Servicios Auxiliares | - | - | - | (715) | - | - | |||||
Prosegur Colombia 1 SLU | 4,865 | - | - | - | - | - | |||||
Prosegur Colombia 2 SLU | 4,866 | - | 3 | - | - | - | |||||
Prosegur Servicios de Pago EP SLU | - | - | - | (2) | - | - | |||||
Transportadora de Caudales Juncadella SA | - | 10,635 | - | (1,500) | (74) | - | |||||
Prosegur Argentina PGA | - | - | - | - | (91) | - | |||||
Prosegur Brasil S/A Transportadora de Valores e Segurança | - | 4,260 | - | (11,956) | (506) | - | |||||
Prosegur Procesos SAS | - | 4 | - | - | - | - | |||||
Compañía de Seguridad Prosegur, S.A. | - | 38 | - | (1,480) | - | - | |||||
Prosegur Gestion de Activos SA | - | - | - | - | (1) | - | |||||
Prosegur Cash Holding France SAS | 14,344 | - | 379 | - | - | - | |||||
Prosegur Traitment de Valeurs Azur SA | - | 199 | - | - | - | - | |||||
Prosegur Traitement de Valeurs Provence, SAS | - | - | - | - | (8) | - | |||||
Prosegur Internationale Handels GmbH | - | - | - | (2,526) | - | - | |||||
Prosegur Cash Services Germany GmbH | 11,145 | 2,096 | - | - | - | - | |||||
SIS Cash Services Private Ltd | - | 22 | - | - | - | - | |||||
Servicios Prosegur Ltda | - | - | - | - | (4) | - | |||||
Empresa de Transportes Cia de Seguridad Chile Ltda | - | - | - | (8,594) | - | - | |||||
Prosegur Seguridad Privada Logistica y Gestion de | 48 | - | - | - | - | - | |||||
Efectivo SA de CV | |||||||||||
Grupo Mercurio de Transportes SA de CV | - | 71 | - | - | - | - | |||||
Pitco Reinsurance SA | - | - | - | (2,341) | - | - | |||||
Luxpai CIT SARL | 450 | - | - | - | (426) | - | |||||
Prosegur Logistica e Tratamento de Valores Portugal SA | - | 1 | - | - | - | - | |||||
Prosegur Global Resources Holding Philipines Incorporated | - | - | 10,477 | - | - | - | |||||
Singpai Pte Ltd | - | - | - | - | (427) | - | |||||
Prosegur Transportadora de Caudales SA | 2,944 | - | - | - | - | - | |||||
Prosegur Paraguay, S.A. | - | 23 | - | - | - | - | |||||
Prosegur Australia Investments PTY Limited | 17,115 | - | - | - | - | - | |||||
Total | |||||||||||
267,700 | 18,125 | 20,883 | (474,658) | (4,578) | (340) |
Receivables and suppliers mostly reflect the outstanding balances relating to invoices for centralised services issued to and received from, respectively, the various Group companies.
Financial assets - the loans correspond, on the one hand, to short-term loans delivered to Group companies within the framework of the centralised treasury management. These are denominated in EUR, accruing annual interest of 0.75% in Spain (0.75% in 2018), of 2.25 % in France (3.25% in 2018), 1% in Germany (1% in 2018) and 1% in Luxembourg (0.75% in 2018). We also found short- term loans granted to subsidiaries in Australia in AUD and in Uruguay in EUR, accruing annual interest 3.75 % in Australia (3.50% in 2018) and 4.00 % in Uruguay (5.00% in 2018). Interest accrued amounted to EUR 1,490 thousand in 2019 (EUR 2,886 thousand in 2018).
39
Financial liabilities - the debts correspond, on the one hand, to short-term loans received from Group companies within the framework of the centralised treasury management. They are denominated mainly in EUR, accruing annual interest of 0.5% in Germany (0.75% in 2018). On the other hand, we find short-term loans denominated in EUR granted by subsidiaries in Luxembourg accruing an interest rate of 0.75% to the Company; Argentina of 0.75%, Brazil of 0.75%, Peru of 4%, and Chile of 0.75% (2018: 1% in Luxembourg, 1% in Argentina, 0.75% in Brazil, 2.50% in Peru, and 0.75% in Chile). Interest accrued amounted to EUR 3,597 thousand in 2019 (EUR 4,520 thousand in 2018).
- Related Party Transactions
The amounts of the Company's transactions with related parties are the following:
40
Thousands of euros | ||||||||||
2019 | ||||||||||
Revenue from | Financial | Provision of services | Expenses | Services | ||||||
from | ||||||||||
dividends | income (Note | |||||||||
(Note 3) | interest | rendered | ||||||||
(Note 3) | 3) | |||||||||
(Note 4) | ||||||||||
Prosegur Soluciones Integrales de Seguridad España SLU | - | - | - | - | (113) | |||||
Prosegur Compañia de Seguridad, S.A. | - | - | - | - | (24,076) | |||||
Prosegur Gestion de Activos, S.L.U. | - | - | - | - | (30,980) | |||||
MIV Gestión, S.A. | - | 11 | 83 | - | - | |||||
Prosegur Ciberseguridad SL | - | - | - | - | - | |||||
Prosegur Global SIS SLU | - | - | - | - | - | |||||
Prosegur Servicios de Efectivo España SLU | - | - | 4,928 | (176) | - | |||||
Prosegur Global CIT, S.L.U. | - | 38 | 31,515 | - | - | |||||
Prosegur Colombia 3, S.L. | - | 8 | - | - | - | |||||
Prosegur Avos España, S.L.U. | - | 233 | 209 | - | (12) | |||||
Armor Acquisition, S.A. | - | - | - | (531) | - | |||||
Juncadella Prosegur Internacional SA | - | - | - | (2,342) | - | |||||
Prosegur International CIT 1, S.L. | - | 15 | - | - | - | |||||
Prosegur Global CIT ROW, S.L.U. | 100,000 | - | 14,118 | (20) | - | |||||
ESC Servicios Generales SLU | - | - | - | - | (4) | |||||
Contesta Teleservicios SA | - | - | - | (16) | - | |||||
Integrum 2008 SLU | - | - | - | (5) | - | |||||
Bloggers Broker SL | - | - | - | (3) | - | |||||
Contesta Servicios Auxiliares SL | - | - | 218 | (9) | - | |||||
Prosegur Colombia 1 SLU | - | 36 | - | - | - | |||||
Prosegur Colombia 2 SLU | - | 36 | - | - | - | |||||
Risk Management Solutions SLU | - | 4 | 173 | - | - | |||||
Compliofficer SLU | - | 1 | - | - | - | |||||
Work 4 Data Lab SL | - | 3 | - | - | - | |||||
Enclama SL | - | 2 | - | - | - | |||||
Prosegur Alpha3 Cashlabs SL | - | 6 | - | - | - | |||||
Transportadora de Caudales Juncadella SA | - | - | 11,897 | (157) | (850) | |||||
Prosegur Serviços e Participaçoes Societarias SA | - | - | 53 | - | - | |||||
Prosegur Brasil S/A Transportadora de Valores e Segurança | - | - | 1,459 | (103) | (2,421) | |||||
Compañia Transportadora de Valores Prosegur de Colombia S | - | - | 48 | - | - | |||||
Consultoría de Negocios CCR Consulting Costa Rica SA | - | - | 273 | - | - | |||||
Compañía de Seguridad Prosegur, S.A. | - | - | 2,931 | (52) | - | |||||
Prosegur Cajeros, S.A. | - | - | 114 | - | - | |||||
Prosegur Gestion de Activos SA | - | - | - | - | (14) | |||||
Prosegur Cash Holding France SAS | - | 182 | - | - | - | |||||
Prosegur Internationale Handels GmbH | - | - | - | (4) | - | |||||
Prosegur Cash Services Germany GmbH | - | 101 | - | - | - | |||||
SIS Cash Services Private Ltd | - | - | - | - | - | |||||
Servicios Prosegur Ltda | - | - | 1,180 | - | - | |||||
Empresa de Transportes Cia de Seguridad Chile Ltda | - | - | - | (60) | - | |||||
Prosegur Seguridad Privada Logistica y Gestion de Efectivo SA | - | 16 | - | - | - | |||||
de CV | ||||||||||
Grupo Mercurio de Transportes SA de CV | - | - | 80 | - | - | |||||
Pitco Reinsurance, S.A. | - | - | - | (119) | - | |||||
Luxpai CIT SARL | - | 2 | - | - | - | |||||
Prosegur Logistica e Tratamento de Valores Portugal SA | - | - | (7) | - | - | |||||
Armored Transport Plus Incorporated | - | 14 | - | - | - | |||||
Singpai Pte Ltd | - | - | - | - | (626) | |||||
Singpai Alarms Private Ltd | - | - | - | - | (71) | |||||
Prosegur Transportadora de Caudales SA | - | 112 | - | - | - | |||||
Prosegur Paraguay, S.A. | - | - | 1,192 | - | - | |||||
Prosegur Australia Holdings PTY Limited | - | - | - | - | (24) | |||||
Prosegur Australia Investments PTY Limited | - | 670 | - | - | - | |||||
Prosegur Australia Pty Limited | - | - | - | - | (20) | |||||
Total | 100,000 | 1,490 | 70,464 | (3,597) | (59,212) |
41
Thousands of euros | ||||||||
2018 | ||||||||
Revenue from | Financial | Provision of services | Expenses | Services | ||||
dividends | income (Note | from | ||||||
(Note 3) | rendered | |||||||
(Note 3) | 3) | interest | ||||||
Prosegur Soluciones Integrales de Seguridad España SLU | - | - | - | - | (7) | |||
Prosegur Compañia de Seguridad, S.A. | - | - | - | - | (28,697) | |||
Prosegur Gestion de Activos, S.L.U. | - | - | - | - | (28,219) | |||
MIV Gestión, S.A. | - | 5 | 76 | - | - | |||
Prosegur Ciberseguridad SL | - | - | - | - | (20) | |||
Prosegur Global SIS SLU | - | - | - | - | (3) | |||
Prosegur Servicios de Efectivo España SLU | - | - | 4,734 | (471) | (37) | |||
Prosegur Global CIT, S.L.U. | 130,000 | 1,017 | 28,905 | - | - | |||
Prosegur BPO España, S.L.U. | - | 99 | 451 | - | (3) | |||
Armor Acquisition, S.A. | - | - | - | (542) | - | |||
Juncadella Prosegur Internacional SA | - | - | - | (2,679) | (1) | |||
Prosegur Global CIT ROW, S.L.U. | 17,500 | 570 | 13,237 | - | (12) | |||
Prosegur International CIT 1, S.L. | - | 5 | - | - | - | |||
Inversiones CIT 2 SLU | - | 15 | - | - | - | |||
Prosegur Global SIS ROW, S.L.U. | - | - | - | - | (1) | |||
ESC Servicios Generales SLU | - | - | - | - | (2) | |||
Contesta Teleservicios SA | - | - | - | (11) | - | |||
Integrum 2008 SLU | - | - | - | (3) | - | |||
Bloggers Broker SL | - | - | - | (1) | - | |||
Contesta Servicios Auxiliares SL | - | - | - | (2) | - | |||
Prosegur Colombia 2 SLU | - | 2 | - | - | - | |||
Transportadora de Caudales Juncadella SA | - | - | 10,613 | (565) | (214) | |||
Prosegur Argentina SA | - | - | - | - | (1,045) | |||
Prosegur Brasil S/A Transportadora de Valores e Segurança | - | - | 4,260 | (1) | (875) | |||
Segurpro Vigilancia Patrimonial SA | - | - | - | - | (2) | |||
Prosegur Procesos SAS | - | - | 4 | - | - | |||
Compañía de Seguridad Prosegur, S.A. | - | 132 | 2,636 | (2) | - | |||
Prosegur Gestion de Activos SA | - | - | - | - | (3) | |||
Prosegur Cash Holding France SAS | - | 379 | - | - | - | |||
Prosegur Traitment de Valeurs Azur SA | - | - | 199 | - | - | |||
Prosegur Traitement de Valeurs Provence, SAS | - | - | (8) | - | - | |||
Prosegur Internationale Handels GmbH | - | - | - | (2) | - | |||
Prosegur Cash Services Germany GmbH | - | 119 | 2,096 | - | (1) | |||
SIS Cash Services Private Ltd | - | - | 21 | - | - | |||
Servicios Prosegur Ltda | - | - | 1,344 | - | - | |||
Empresa de Transportes Cia de Seguridad Chile Ltda | - | - | - | (94) | - | |||
Prosegur Seguridad Privada Logistica y Gestion de Efectivo SA | - | 6 | - | - | - | |||
de CV | ||||||||
Grupo Mercurio de Transportes SA de CV | - | - | 147 | - | - | |||
Luxpai Holdo SARL | - | - | - | - | (426) | |||
Pitco Reinsurance, S.A. | - | - | - | (161) | - | |||
Luxpai CIT SARL | - | 123 | - | - | - | |||
Prosegur Logistica e Tratamento de Valores Portugal SA | - | - | 182 | 15 | - | |||
Singpai Pte Ltd | - | - | - | - | (427) | |||
Prosegur Transportadora de Caudales SA | - | 140 | - | - | - | |||
Prosegur Paraguay, S.A. | - | - | 1,428 | - | - | |||
Prosegur Australia Investments PTY Limited | - | 275 | - | - | - | |||
Total | 147,500 | 2,887 | 70,325 | (4,519) | (59,995) |
The most relevant transactions with related parties during the 2019 and 2018 are as follows:
- Billing related to centralised services, with the related companies Prosegur Global CIT, S.L.U. and Prosegur Global CIT ROW, S.L.U., by virtue of which a service provision of EUR 45,634 thousand is recorded in 2019 (EUR 42,142 thousand in 2018). Also recorded for centralised
42
services are services received of EUR 34,910 thousand in 2019 (EUR 31,537 thousand in 2018).
- Billing for trademark assignment, with different related companies across the world, under which EUR 23,391 thousand are billed in 2019 (EUR 28,697 thousand in 2018). Likewise, billing received for trademark assignment of EUR 23,391 thousand in 2019 (EUR 28,697 thousand in 2018) was recorded.
Interest income and borrowing costs reflect the amounts accrued on the aforementioned current loans extended to and by Group companies (Note 14).
19. Remuneration of Directors and Senior Management Personnel
- Remuneration of members of the board of directors
The Board of Directors is understood to be the management group of the Company and is made up of persons elected by the General Shareholders' Meeting to carry out the management, control, representation and management functions of the same.
The members of the Board of Directors have received the following remuneration from the Company:
Thousands of euros | |||
2019 | 2018 | ||
Fixed remuneration | 1,270 | 1,044 | |
Variable remuneration | 572 | 413 | |
Remuneration in kind | 120 | 53 | |
Insurance premium | 136 | 3 | |
Total | 2,098 | 1,513 | |
- Remuneration of senior management personnel
Senior management personnel are Company employees who hold, de facto or de jure, senior management positions reporting directly to the Board of Directors, executive committees or managing directors on the Board, including those with power of attorney not limited to the Company's statutory activity or specific areas or matters.
The members of Senior Management have received the following remunerations from the Company:
Thousands of euros | |||||
2019 | 2018 | ||||
Fixed remuneration | 467 | 1,257 | |||
Variable remuneration | 1,017 | 445 | |||
Remuneration in kind | 11 | 117 | |||
Per diems | 1 | 126 | |||
Total | 1,496 | 1,945 |
43
These provisions include the accrued cash incentive corresponding to the 2017 and 2020 Plan.
During the year, provisions to profit/(loss) amounted to EUR 840 thousand (EUR 1,852 thousand in 2018).
The fair value of the incentives referred to the share quotation price was estimated on the basis of Prosegur's share quotation price at the close of the period or at the payment time.
There has been no accrued expense for Senior Management civil liability insurance in 2019 and 2018.
- Information required by article 229 of the Spanish Companies Act
As required by articles 228, 229 and 230 of the Revised Text of the Spanish Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July 2010 and amended by Act 31/2014 concerning improvements to corporate governance, the members of the Board of Directors and their related parties declare that they have not been involved in any direct or indirect conflicts of interest with the Company in 2019.
In 2019, Euroforum Escorial, S.A. (controlled by Gubel, S.L.) invoiced Prosegur Cash EUR 71 thousand for hotel services (EUR 5 thousand at 31 December 2018).
Prosegur is controlled by Gubel S.L., which was incorporated in Madrid, and holds 50.075% of the share capital of Prosegur, which consolidates Prosegur Cash in its consolidated financial statements.
Proactinmo, S.L. (controlled by Gubel S.L.) billed services for leasing a property on Calle San Máximo to Prosegur Cash for EUR 677 thousand (no billing was received for services from Proactinmo S.L. in 2018).
J&A Garrigues, S.L.P. billed occasional legal services to Prosegur Cash for EUR 135 thousand (no billing was received for services from J&A Garrigues S.L.P. in 2018).
Moreover, Mr Christian Gut Revoredo and Mr Antonio Rubio Merino respectively hold the posts of Executive Director of Prosegur and Executive President of Prosegur Cash and Chief Financial Officer of Prosegur and Proprietary Director (representing Prosegur) at Prosegur Cash. Ms Chantal Gut Revoredo is a Proprietary Director at Prosegur and Prosegur Cash. The Board of Directors considers that their respective posts at Prosegur in no way affect their independence when discharging their duties at Prosegur Cash.
20. Employee Information
The average headcount of the Company is as follows:
2019 | 2018 | |||||
Average headcount of the Company | 41 | 42 | ||||
Total | 41 | 42 |
The distribution of the Company's personnel at the end of the year by gender and category is as follows:
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2019 | 2018 | |||||||||||
Analyst | Women | Men | Women | Men | ||||||||
1 | 8 | - | 7 | |||||||||
Administrative Assistant | 1 | - | 1 | - | ||||||||
Director | - | 4 | - | 4 | ||||||||
General Director | - | - | - | 1 | ||||||||
Technical Director | - | 1 | - | 1 | ||||||||
Manager | - | 1 | - | 1 | ||||||||
Head of Second | - | 1 | - | 1 | ||||||||
Management Secretary | 1 | - | 1 | - | ||||||||
Level 1 Officer | - | 2 | - | 1 | ||||||||
Medium Qualified | 1 | 1 | 1 | 13 | ||||||||
High Qualified | 8 | 13 | 8 | - | ||||||||
Total | 12 | 31 | 11 | 29 | ||||||||
There are no employees in the Company with a disability rating of 33% or more.
The distribution by gender of the Board of Directors and Senior Management at the end of the year is as follows:
2019 | 2018 | ||||||||
Directors | Women | Men | Women | Men | |||||
3 | 6 | 3 | 6 | ||||||
Senior Management | 2 | 9 | 2 | 9 | |||||
Total | 5 | 15 | 5 | 15 | |||||
21. Audit Fees
KPMG, the auditors of the Annual Accounts of the Company, have invoiced the following fees and expenses for professional services:
Thousands of euros | ||||
Audit services | 2019 | 2018 | ||
202 | 207 | |||
Total | 202 | 207 | ||
Audit services detailed in the above table include the total fees for services rendered in 2019 and 2018, irrespective of the date of invoice.
Additionally, other KPMG International affiliates have invoiced the Company the following fees for professional services during the year:
In the year 2019 and 2018, KPMG Auditors provided other services related to the audit for EUR 20 thousand (in 2019 and 2018).
22. Environmental information
At 31 December 2019 and 2018, the Company has no environment-related contingencies, legal claims or income and expenses relating to the environment.
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23. Financial risk management
Financial risk factors
The Company's activities are exposed to various financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Company's risk management programme focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's business.
(i) Currency risk
The Company mainly operates on a national basis. Likewise, the Prosegur Cash Group, of which the Company is the parent, operates internationally. As a result, the Company is exposed to currency risk when operating with its subsidiaries in foreign currencies and through the assets and liabilities contracted in foreign currencies from third parties. Currency risk is associated with recognised assets and liabilities denominated in foreign currency.
Management has a currency risk management policy to control the risk arising from the exchange of foreign currencies to its functional currency to minimise the Company's exposure. Currency risk arises when future transactions or recognised assets and liabilities are presented in a currency other than the parent's functional currency.
When so required by its policies and market expectations, the Company uses forward contracts approved and contracted by the Treasury Department in the corresponding market to control currency risk arising on trade transactions and recognised assets and liabilities. The Treasury Department is responsible for managing the net position of each foreign currency by entering into external or local forward currency contracts, depending on their competitiveness and appropriateness.
Since the Company, as parent of the Prosegur Cash Group, intends to remain in the foreign markets in which it is present in the long term or permanently, it does not hedge the currency risk related to equity investments in those markets.
The value of the financial assets and liabilities attributable to the Company at 31 December, by type of currency, is as follows:
Thousands of euros | ||||||||||||
2019 | 2018 | |||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||
Euros | 127,536 | 1,292,838 | 279,235 | 1,189,815 | ||||||||
US Dollar | 7,026 | - | 10,504 | - | ||||||||
Australian Dollar | 3,479 | - | - | - | ||||||||
Peruvian Nuevo Sol | - | - | - | 1,478 | ||||||||
South African Rand | - | - | 17,125 | - | ||||||||
Mexican Peso | - | - | 346 | - | ||||||||
Other currencies | 3,944 | - | - | - | ||||||||
Total | 1,292,838 | 307,210 | 1,191,293 | |||||||||
141,985 |
(ii) Interest rate, cash flow and fair value risks
As the Company does not have a significant amount of assets remunerated at variable interest rates, income and cash flows from operating activities are not basically by fluctuations in market interest rates.
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Interest rate risk mainly arises from non-current borrowings. Borrowings at variable interest rates expose the Company to cash flow interest rate risks. Fixed-interest borrowings expose the Company to fair value interest rate risks. In 2019 the Company's borrowings at variable interest rates were denominated in EUR.
The Company analyses its interest rate risk exposure dynamically. A simulation of various scenarios, considering refinancing, the renewal of current positions, alternative financing and hedges is performed. Based on these scenarios, the Company calculates the effect of a certain variation in interest rates on profit and loss. These scenarios are only analysed for the liabilities that represent the most significant positions in which a variable interest rate is paid.
Details of loans and borrowings, indicating the portion considered to be hedged, at a fixed rate, are as follows:
Thousands of euros | |||
2019 | |||
Total debt | Hedged debt | ||
Non-current (Note 13) | |||
593,306 | 593,306 | ||
Current (Note 13) | 83,940 | 51,196 | |
Total debt | 677,246 | 644,502 | |
Thousands of euros | |||
2018 | |||
Total debt | Hedged debt | ||
Non-current (Note 13) | |||
609,241 | 609,241 | ||
Current (Note 13) | 70,702 | 55,330 | |
Total debt | 679,943 | 664,571 |
(iii) Credit risk
The Company has no significant credit risk concentrations given that the main activity of the Company corresponds to group companies.
(iv) Liquidity risk
The Company applies a prudent policy to cover its liquidity risks, based on having sufficient cash and marketable securities as well as sufficient financing through credit facilities to settle market positions. Given the dynamic nature of its underlying business, the Company's Treasury Department aims to be flexible with regard to financing.
Management monitors the Company's liquidity reserve forecasts, which comprise credit drawdowns and available cash, and are forecast based on expected cash flows.
The table below presents an analysis of the financial liabilities that will be settled for the net amount, grouped by maturities based on the period remaining from the balance sheet date until contractual maturity dates. The amounts presented in this table reflect the cash flows stipulated in the contract.
Thousands of euros | ||||||||||
Less than 1 | 1 to 2 years | 2 to 5 years | More than 5 | Total | ||||||
year | years | |||||||||
31 December 2019 | 73,944 | - | - | - | 73,944 |
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Finally, systematic forecasts are prepared for cash generation and requirements, allowing the Company to determine and monitor its liquidity position on an ongoing basis.
24. Events after the reporting date
No subsequent events have taken place following the close of 2019 of any significant relevance to these Annual Accounts.
25. Accounting principles
25.1 Intangible assets
The assets in intangible assets are posted at purchase price or production cost. The capitalisation of production cost appears under "Self-constructed assets" in the income statement. Intangible fixed assets are shown in the balance sheet at cost value less the amount of accumulated depreciation and impairment.
The costs incurred in carrying out activities that contribute to the development of the value of the Company's business as a whole, such as goodwill, trademarks and similar items generated internally, as well as the establishment expenses are recorded as expenses in the income statement as they are incurred.
- Computer Software:
Computer software licences purchased from third parties are capitalised at the cost of acquisition or cost of preparation of the specific software for use. Such costs are amortised over the estimated useful lives of the applications, at 5 years.
Computer software maintenance costs are charged as expenses when incurred.
- Patents, licences, trademarks and others:
Licences have finite useful lives and are recognised at cost less accumulated amortisation and impairment. Licences are amortised on a straight-line basis to allocate the cost over their estimated useful lives of between one and 10 years.
- Other Intangible assets:
Other intangible assets mainly comprise the set of knowledge and technical resources of the personnel acquired from Prosegur Compañía de Seguridad, S.A. (Note 6) They are amortised on a straight-line basis over their estimated useful life of between two and 10 years.
25.2 Property, plant and equipment
Property, plant and equipment are recognised at cost of acquisition or production, less accumulated depreciation and any accumulated impairment.
Costs incurred to extend, modernise or improve property, plant and equipment are only recorded as an increase in the value of the asset when the capacity, productivity or useful life of the asset is increased and it is possible to ascertain or estimate the carrying amount of the assets that have been replaced in inventories.
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The cost of major repairs is capitalised and depreciated over their estimated useful life, while recurring maintenance costs are charged to income statement during the year in which they are incurred.
Depreciation of property, plant and equipment is calculated systematically on a straight-line basis over the estimated useful lives of the assets based on the actual decline in value and use.
The Company uses the following depreciation rates:
Depreciation rate | |
Other Installations | 10% |
Furniture | 10% |
Data processing equipment | 25% |
Other Property, Plant and Equipment | 10% to 20% |
The residual values and useful lives of assets are reviewed and adjusted, if necessary, at each balance sheet date.
When an asset's carrying amount exceeds its estimated recoverable amount, the carrying amount is written down immediately to the recoverable amount.
Profit and losses on the sale of property, plant and equipment are calculated as the difference between the consideration received and the carrying amount, and are recognised in the income statement.
25.3 Impairment Losses on Non-financial Assets
Assets subject to amortisation or depreciation are tested for impairment whenever an event or change in circumstances indicates that their carrying amount might not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value in use.
For impairment testing purposes, assets are grouped at the lowest level for which separate identifiable cash flows can be identified (cash-generating unit, CGU).
Non-financial assets for which impairment losses have been recognised, are tested at each balance sheet date in case the loss has reversed.
25.4 Financial assets
- Investments in equity instruments of Group companies, jointly controlled companies and associates
These investments are initially recognised at cost, which is equivalent to the fair value of the consideration paid, including for jointly controlled companies and associates the transaction costs incurred, and are subsequently measured at cost net of any accumulated impairment losses. However, for investments made prior to classification as a Group company, jointly controlled company or associate, the cost of the investment is considered to be the carrying amount immediately before this classification. Valuation adjustments previously recognised in equity remain in equity until the investment is derecognised.
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If there is objective evidence that the carrying amount is not recoverable, the amount of the impairment loss is measured as the difference between the carrying amount and the recoverable amount, the latter of which is understood as the higher of the fair value less costs to sell and the present value of estimated future cash flows from the investment. Unless there is better evidence of the recoverable amount of the investment, when estimating the impairment of these types of assets, the investee's equity is taken into consideration, corrected for any unrealised gains existing at the measurement date. Impairment losses are recognised and reversed in the income statement.
- Loans and receivables:
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The assets are classified as current unless they mature in more than 12 months after the balance sheet date, in which case they are classified as non-current.
These financial assets are initially carried at fair value, including directly attributable transaction costs, and are subsequently measured at amortised cost, recognising accrued interest at the effective interest rate, which is the discount rate that matches the instrument's carrying amount with all estimated cash flows to maturity. Nevertheless, trade receivables falling due in less than one year are carried at their face value on both initial recognition and subsequent measurement, provided the effect of not updating is immaterial.
At least at year end, the necessary impairment losses are recognised when there is objective evidence that all the amounts receivable will not be collected.
The impairment loss is calculated as the difference between the carrying amount of the asset and the present value of the estimated future cash flows, discounted at the effective interest rate upon initial recognition. Impairment losses are recognised and reversed in the income statement.
- Disposals of financial assets
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received, net of transaction costs, including any new assets obtained less any new liabilities assumed and any cumulative profit or loss deferred in recognised income and expense, is recorded in equity.
- Value impairment on other financial assets
A financial asset or group of financial assets is impaired, and an impairment loss has occurred, if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and the event or events causing the loss and with an impact on the estimated future cash flows of the asset or group of financial assets that can be estimated reliably.
The Company follows the criterion of recording the appropriate value adjustments for impairment of loans and receivables and debt instruments when there has been a reduction or delay in future estimated cash flows due to debtor insolvency.
Likewise, in the case of equity instruments, there is value impairment when there is a lack of recoverability of the carrying amount of the asset due to a prolonged or significant decrease in its fair value.
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- Offsetting principles
A financial asset is offset only when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset simultaneously.
25.5 Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand deposits at banks and financial instruments that are convertible to cash and have a maturity of three months or less from the date of acquisition, provided that there is no significant risk of changes in value and that they form part of the Company's usual cash management policy.
25.6 Net equity
The acquisition by the Group of equity instruments of the Parent Company is presented at acquisition cost separately as a reduction in net equity in the consolidated statement financial position, regardless of the reason for the acquisition. No profit or loss was recognised in transactions with own equity instruments.
The subsequent amortisation of the parent's equity instruments leads to a capital reduction in the nominal amount of said shares and the positive or negative difference between the acquisition price and the nominal share price is charged or credited to reserves.
The transaction costs relating to own equity instruments are recognised as a reduction in net equity once any tax effect has been taken into account.
25.7 Financial liabilities
- Debts and payables
This category includes trade and non-trade payables. These borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement for at least 12 months after the balance sheet date.
The payables are initially recognised at fair value, adjusted for directly attributable transaction costs, and subsequently measured at amortised cost using the effective interest method.
The effective interest rate is the discount rate that matches the instrument's carrying amount with the expected future flow of payments to the maturity date of the liability.
Nevertheless, trade payables falling due in less than one year without a contractual interest rate are carried at their face value on both initial recognition and subsequent measurement, provided the effect of not discounting flows is not significant.
If existing payables are renegotiated but the lender has not changed and the present value of future cash flows, including net fees paid, differs by less than 10% from the present value of future cash payments for the original liability, calculated using the same method, the liability is not considered to be substantially modified.
- Disposals of financial liabilities
A financial liability, or part of a financial liability, is derecognised when the Company either discharges the liability by paying the creditor, or is legally released from primary responsibility for the
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liability either by process of law or by the creditor.
- Offsetting principles
A financial liability is offset when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to settle the liability simultaneously.
25.8 Current and deferred taxes
The income tax expense (income) for the year comprises current tax and deferred tax.
The current and deferred tax expense (income) is recognised in the income statement. However, the tax effect of items recognised directly in equity is recorded in equity.
Current tax assets and liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax laws that have been enacted or substantially enacted at the balance sheet date.
Deferred tax assets and liabilities are calculated using the liability method on the basis of the temporary differences that arise between the tax base of assets and liabilities and their carrying amount. However, if deferred tax assets or liabilities arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affect neither accounting profit nor taxable income, they are not recognised. Deferred tax assets or liabilities are measured using the tax rates that have been enacted or substantially enacted at the balance sheet date and are expected to be applicable when the corresponding deferred tax asset is realised, or deferred tax liability is settled.
Deferred tax assets are recognised provided that it is probable that sufficient taxable income will be generated against which the temporary differences can be offset.
Deferred tax assets arising from deductible temporary differences are recognised provided future tax gains are likely to exist for offset thereof that will reverse within ten years. Assets arising from the initial recognition of assets and liabilities in a transaction which is not a business combination, and which does not affect either the carrying profit or the taxable base on transaction date, are not subject to recognition. Assets which will reverse in a period exceeding ten years are recognised over the years, provided there is a likelihood of future tax gains.
Tax planning opportunities are only considered when assessing the recovery of deferred tax assets, if the Company intends to use them or is likely to do so.
The Company recognises the reversal of a deferred tax asset in an account receivable with a Public Entity when it is enforceable in accordance with tax legislation in force. Likewise, the Company recognises the exchange of a deferred tax asset for Public Debt Securities when ownership thereof is acquired.
25.9 Employee benefits
Compensations based on the share price of Prosegur shares - 2017 and 2020 Plan
These provisions include the accrued incentive in the 2017 and 2020 long-term incentive plan for the Executive President, Executive Director and Senior Management of Prosegur Cash. During the year, provisions to profit/(loss) amounted to EUR 840 thousand (EUR 1,852 thousand at 31 December 2018). Said amount includes the amount accrued relating to the 2017 and 2020 Plan.
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The 2017 Plan and 2020 Plan are generally linked to value creation and envisage the payment of share-based and/or incentives to the Executive President, Executive Director and Senior Management.
For both plans, for the purpose of determining the value of each share to which the Beneficiary has the right, the average quotation price of Prosegur Cash shares in the Madrid Stock Exchange will be taken as reference during the last fifteen trading sessions of the month prior to the one in which the shares must be delivered.
Quantification of the total incentive will depend on the degree of achievement of the targets established in line with the strategic plan.
At the general meeting held on 28 May 2018, the shareholders approved the 2020 Plan of long-term incentives for the Executive President, Executive Director and Senior Management of Prosegur Cash. The Plan is linked to the creation of value in the 2018-2020 period and envisages the payment of cash incentives, calculated for certain beneficiaries based on the share price. The Plan has a duration of three years and is based on length of service and target achievement. In the vast majority of cases, the Plan measures target achievement from 1 January 2018 until 31 December 2020 and length of service from 1 January 2018 until 31 December 2022.
The fair value of the incentives referred to the share quotation price was estimated on the basis of Prosegur Cash's share quotation price at the close of the period, EUR 1.98 share (EUR 1.93 share in 2018) or at the payment time.
25.10 Provisions and contingent liabilities
Provisions for possible restructuring costs and/or litigation are recognised when the Company has a present obligation (legal or tacit) as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of the estimated expenditure required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Any adjustments made to update the provision are recognised as a financial expense when accrued.
Provisions expiring in one year or less, the financial effect of which is immaterial, are not discounted.
Reimbursements from third parties of the expenditure required to settle a provision are recognised as a separate asset provided that it is virtually certain that the reimbursement will be received.
Possible obligations arising from past events, the materialisation of which is contingent on one or more future events beyond the control of the Company, are considered contingent liabilities. These contingent liabilities are not recognised in the Annual Accounts but are disclosed in the notes (see Note 16).
25.11 Revenue recognition
Revenue is recognised at the fair value of the consideration receivable and reflects the amounts to be collected for goods handed over and services rendered in the ordinary course of the Company's activities, less returns, rebates, discounts and value added tax.
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The Company recognises revenue when the amount can be reliably estimated. It is probable that the future economic benefits will flow to the Company and the specific conditions are met for each of the activities, as described below. The Company's estimates are based on historical results, taking into account client type, transaction type and specific contractual terms.
- Interest received
Interest income is recognised using the effective interest method. When a receivable is impaired, the Company writes the carrying amount down to the recoverable amount, discounting estimated future cash flows at the original effective interest rate of the instrument, and carries the discount as a reduction in interest received. Interest received on impaired loans is recognised using the effective interest method.
- Dividend received
Dividends received are recognised in the income statement when the right to receive payment is established.
Dividend revenue from investments in equity instruments is recognised when the rights for the Company have arisen. If the distributed dividends come unequivocally from results generated prior to the acquisition date because amounts greater than the profits generated by the investee since the acquisition have been distributed, they reduce the carrying amount of the investment.
25.12 Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the transaction date. Foreign currency profit and losses arising on the settlement of these transactions and the translation into EUR of monetary assets and liabilities denominated in foreign currencies at the closing exchange rate are recognised in the income statement.
25.13 Related party transactions
Transactions between Group companies, except those related to mergers, spin-offs and non- monetary contributions, are initially recognised at the fair value of the consideration given or received. If the agreed price differs from the fair value, the difference is recognised based on the economic substance of the transaction. Transactions are subsequently measured in accordance with applicable standards.
In the non-monetary contributions to a Group company, the contributor will value their investment at the carrying amount of the delivered equity items in the Consolidated Annual Accounts on the date on which the transaction is made, according to the Standards for the Preparation of Consolidate Annual Accounts. The acquiring company will recognise them for the same amount.
In the merger and spin-off transactions between companies of the group in which the parent company of the group or the parent company of a subgroup and its subsidiary directly or indirectly intervene, the acquired equity items are valued for the amount that would correspond to them after the operation in the consolidated annual accounts of the group or subgroup according to the aforementioned Standards for the Preparation of Consolidate Annual Accounts. The difference that could be shown in the accounting entry by the application of the above criteria will be recorded in a reserves item.
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DIRECTORS' REPORT 2019
Directors' Report for 2019
Prosegur Cash, S.A. and subsidiaries
55
DIRECTORS' REPORT 2019
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DIRECTORS' REPORT 2019
Directors' Report for 2019
This Directors' Report has been prepared in accordance with the recommendations contained in the Guidelines for the preparation of the Directors' Reports of listed companies, published by the CNMV.
1. The Company's situation
Prosegur Cash, S.A. was incorporated as a single person limited company in accordance with Spanish law on 22 February 2016, and subsequently transformed into a public limited company on 21 September 2016.
This Company was the result of a spin-off of the Cash business unit of the Prosegur Group, performed by means of a non-monetary contribution of entities under the shared control of the Prosegur Group.
Shares in Prosegur Cash were listed on 17 March 2017 at a price of 2 Euros each, in the stock exchanges of Madrid, Barcelona, Bilbao and Valencia and are traded on the Spanish Stock Exchange Interconnection System (SIBE).
On 7 April 2017, the Green Shoe period of the stock market flotation ended, and the free float attained 27.5% of the share capital of Prosegur Cash, S.A.
The Prosegur Cash Group operates in the following countries: Germany, Argentina, Australia, Brazil, Chile, Colombia, Costa Rica, El Salvador, Spain, the Philippines, France, Guatemala, Honduras, India, Luxembourg, Mexico, Nicaragua, Paraguay, Peru, Portugal, Singapore, South Africa and Uruguay.
1.1. Business model
Prosegur Cash provides services ranging from basic cash in transit and cash management to added- value outsourced services. It includes, primarily, the transportation, storage, safekeeping, counting and classification of coins and banknotes, deeds, securities and other items that require special protection due to their economic value or associated risk. The activity focuses mainly on the banking and retail sectors.
Prosegur Cash comprises the following business lines:
- Transport: local and international transport services, via land, sea and air, of funds and other valuable goods, such as jewellery, works of art, precious metals, electronic devices, pharmaceutical products, voting ballots and legal evidence, among others. These services include collection, transport, custody, delivery and deposit in vaults.
- Cash management: comprises counting, processing, equipment, custody, packaging and delivery of cash in bank notes and coins, and the loading of ATMs.
- New Products:
- Automation of payments in retail establishments via self-service cash machines (Prosegur Smart Cash), including devices for paying in cash, recycling or dispensing bank notes and coins, and payment of invoices.
- ATM integrated management, including planning, supervision, first- and second-tier maintenance, and tallying.
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DIRECTORS' REPORT 2019
- Added-valueoutsourced services (AVOS) for banks, including planning for branch requirements, reconciliation and tallying, and credit card support services.
The mission, vision and values of Prosegur Cash evidence the aspirations and challenges and define the company's approach.
Mission
Our mission or purpose (what makes us work every day) is to generate value for our shareholders, clients and society, offering integrated cash management solutions and related activities, incorporating cutting-edge technology and relying on the talent of top professionals.
Vision
Our vision (the goal we pursue) is to be a leader (nimble and efficient) in the emerging markets sector through the consolidation and transformation of the industry, harnessing the third round of outsourcing at banks.
Values
Our values (the principles that identify us) encompass the beliefs that guide our conduct. They are the reflection of who we are, how we behave and the way we work for our clients: Proactive Approach, Value Creation, Client Friendliness, Transparency, Excellence, Leadership, Teamwork and Brand.
1.2. Organisational structure
The organisational structure of the Group, of which the Company is parent, is designed to improve business processes and add value to our clients every day. Its flexibility allows for a permanent adaptation to an ever-changing environment and the evolution of Prosegur Cash Group as a business group.
The Business Areas are divided into three geographical segments-Europe,Asia-Oceania-Africa (AOA) and LatAm-plus a fourth, the Division for Innovation and Productivity, affording us a nimble and efficient structure that is entirely client-oriented, adapting to the various needs of our clients and ensuring innovation in our products.
The corporate functions are supervised by the Global Support Divisions that cover the Finance, Human Resources, Investor Relations, Legal, Strategic Planning and Risk Management areas.
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DIRECTORS' REPORT 2019
The organisation of Prosegur Cash Group is shown in the table below:
The Board of Directors is the top management body and the body ultimately responsible for decision- making with regard to operations and reviewing the internal financial information with a view to evaluating profit/(loss) and allocating resources.
Changes to the Group's structure
The changes in the composition of the Prosegur Cash Group, of which the Company is the parent, during 2019 were mainly due to the following acquisitions:
- Cash business combinations in LatAm: In 2019, in LatAm Prosegur acquired a series of security companies and assets providing cash in transit and cash management services and conducting correspondent banking activities. The total purchase price was EUR 65,093 thousand, comprising a cash consideration of EUR 30,811 thousand, a deferred contingent consideration amounting to a total of EUR 24,506 thousand, due in 2019 and 2020 and a deferred payment of EUR 9,776 thousand, due in 2020 and 2021.
- Cash business combinations in ROW: in 2019, Prosegur acquired a security company providing cash in transit and cash management services. The total purchase price was EUR 4,320 thousand, comprising a cash payment of EUR 1,242 thousand, and a deferred payment of EUR 3,079 thousand maturing in 2019 and 2020.
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DIRECTORS' REPORT 2019
- Cash business combinations in Europe: In 2019, in Europe, Prosegur acquired a software engineering company specialised in the development of technological solutions for the insurance industry implemented in open systems and platforms, and a company that provides service management services related to digital software of the retail sector. The total purchase price was EUR 22,845 thousand, consisting of a cash payment of EUR 15,320 thousand, and a deferred contingent consideration for a total of EUR 7,525 thousand due for payment in 2020, 2021, 2022 and 2023.
The following companies were incorporated or wound up in 2019:
- In March 2019, Prosegur Alpha3 Cashlabs S.L. was incorporated in Spain.
- In April 2019, Prosegur Pay Consultoria em Tecnologia da Informação Ltda. was incorporated in Brazil.
- In September 2019, Prosegur STV 1 PTY Limited was incorporated in Australia.
- In October 2019, Gelt Cash Transfer, S.L. was incorporated in Spain.
- In October 2019, Dopar Servicios, S.L. was wound up in Spain.
- In October 2019, Iberprofin, S.L. was wound up in Spain.
The following mergers took place between subsidiaries in 2019:
- In August 2019, the takeover merger of Tellex, S.A. by Transportadora de Caudales Juncadella, S.A. was formalised in Argentina.
- In November 2019, the takeover merger of Enclama, S.L. by Prosegur AVOS España, S.L. was formalised in Spain.
Prosegur Cash exercised the put option on its 33.33% stake in SBV Services Propietary Limited on 4 June 2019.
Prosegur signed the sale agreement of 100% of the capital of Prosegur Cash Holding France to Loomis AB on 22 July 2019.
1.3. Operation
The unceasing development of the environment in which Prosegur Cash operates has played a crucial role in the company's transformation over the last few years. In this connection, Prosegur Cash established three main goals:
- Respond to clients' new needs, in line with market trends.
- Become their trusted strategic partner.
- Boost their value through efficiency in processes and by implementing increasingly technological services.
At present, Prosegur Cash is in the midst of a new Prosegur Group Three-Year Strategic Plan 2018- 2020. Our ambition to lead the transformation of the industry has led us to embark on a digital transformation of the company, hinging upon three basic pillars: Digitalise, Innovate and Grow.
Specific goals have been set in connection with each pillar and, after the first year of the plan, considerable progress has already been made.
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DIRECTORS' REPORT 2019
Agility (Digitalisation)
With regard to digitalisation, the established goals are:
- Roll out the necessary platforms and tools to simplify management and enhance the client experience, paving the way for Prosegur Cash to lead the industry in the future.
- Support operational excellence and the technological improvement of processes in order to boost profitability.
- Reduce the weight of indirect costs that do not create value for clients.
- Attract, develop and retain the most highly-qualified professionals. To do this, Prosegur offers them the necessary know-how and tools to enhance their skills and grow within the Company.
In 2019, the second year of the 2018-2020Three-Year Plan, progress was made in the following areas:
- Advances in the process for digital transformation with regard to agility, scalability and operational excellence.
Consolidation (Growth)
With regard to growth, the established goals are:
- Maintain high rates of profitable organic growth.
- Continue with the pace of growth logged in recent years, spearheading market consolidation and stimulating the sale of new products.
2019 has seen advances made in the following business lines:
- The solidity of the business model translated into a strong growth in local currency.
- Bolt-onacquisitions in traditional businesses and acceleration of new products.
- Strategic divestments.
Transformation (Innovation)
With regard to innovation, the established goals are:
- Listen to clients to develop new value proposals that meet their needs.
- Introduce new products that improve client satisfaction, transform the business, help to increase margins and evidence our firm commitment to innovation.
The following advances have already been made in 2019:
- Increase in the weight of new products over total sales.
- Definition of innovation methodology based on horizons and under ad hoc governance model.
- Incorporation of talent in innovation.
- Collaboration with Amazon in challenges of digital innovation.
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2. Business performance and profit/(loss)
2.1. Main financial and non-financial indicators
(Thousands of euro) | 2019 | 2018 | Variation | |||
Sales | 113,016 | 161,789 | -30.15% | |||
EBITDA | 101,573 | 148,708 | -31.70% | |||
Margin | 90% | 92% | ||||
PPE depreciation | (126) | (93) | ||||
Amortisation of intangible assets | (2,798) | (2,735) | ||||
EBIT | 98,648 | 145,881 | -32.38% | |||
Margin | 87% | 90% | ||||
Financial results | (13,354) | (13,546) | ||||
Profit before tax | 85,294 | 132,336 | -35.55% | |||
Margin | 75% | 82% | ||||
Tax | 4,191 | 3,283 | ||||
Tax rate | 5% | 2% | ||||
Net result | 89,485 | 135,619 | -34.02% | |||
2.2. Investments
All of the Prosegur Cash Group's investments are analysed by the corresponding technical and operating areas and the management control department, which estimate and examine the strategic importance, return period and yields of the investments before these are approved. Subsequently these are submitted to the Investment Committee for a final decision on whether to proceed with the investment. Investments in excess of EUR 0.6 million are submitted to Prosegur Cash's Management for approval.
2.3. Personnel
The company's personnel as of 31 December 2019 was 43 people (40 in 2018).
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2.4. Environment
At the end of 2019, the Company has no environment-related contingencies, legal claims or income and expenses relating to the environment.
3. Liquidity and capital resources
Liquidity
Prosegur Cash keeps a reasonable level of liquid reserves and a great financing capacity available to ensure flexibility and rapidity in meeting the requirements of working capital, of investing capital or inorganic growth.
Capital resources
The structure of the long term financial debt is determined by the following contracts:
- In order to partially finance the subscription of shares representing 33.33% of the share capital of the South African company SBV Services Proprietary Limited, Prosegur arranged a 4-year bullet loan on 29 January 2016 for ZAR 272,000 thousand. On 20 June 2019, and as consequence of exercising the sales option on the 33.33% holding in SBV (Note 6 of the Consolidated Annual Accounts), the entire loan has been cancelled in advance, therefore there is no outstanding amount at 31 December 2019 (at 31 December 2018: Rand 272,000 thousand, equivalent value at 31 December 2018: EUR 16,534 thousand).
- On 10 February 2017, a new syndicated financing operation was arranged for a credit facility in the amount of EUR 300 million for a five-year term. At 31 December 2019, the capital drawn down amounted to EUR 20 million.
- On 28 April 2017, Prosegur Cash, via its subsidiary Prosegur Australia Investments Pty, arranged a syndicated financing operation in the amount of AUD 70,000 thousand for a 3- year term. At 31 December 2019 the drawn down capital corresponding to the loan amounts to AUD 70,000 thousand (equivalent to EUR 43.8 million at 31 December 2019).
- On 4 December 2017, Prosegur Cash, S.A. launched a EUR 600 million bond issue maturing on 4 February 2026. The bonds trade in the secondary market-the Irish Stock Exchange-accruing an annual coupon of 1.38%, payable at the end of each year.
Long-term gross financial debt maturing over one year has reached at the end of 2019 the amount of EUR 592 million (EUR 609 million in 2018).
Current gross financial debt totals EUR 83 million (EUR 74 million in 2018) mainly due to loans with credit institutions.
The current and non-current maturities of gross financial debt are distributed as follows:
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Gross financial debt | ||||||
(Millions of euros) | ||||||
800.0 | ||||||
700.0 | ||||||
95.1 | 102.5 | |||||
600.0 | ||||||
500.0 | ||||||
400.0 | ||||||
609.2 | ||||||
300.0 | 593.3 | |||||
200.0 | ||||||
100.0 | ||||||
0.0 | 2018 | 2019 | ||||
L/P | C/P | |||||
The average cost of financial aid for the 2019 market was 1.70% (2018: 2.02%). The reduction of the cost of the product is due to the reduction of the cost of the Corporate product and its subsidiaries.
The financial aid net (excluding other non-bank payments corresponding to the payments settled by M&A acquisitions) at the beginning of 2019 is 636.8 million euros (2018: 677.7 million euros).
Next, a comparative chart of gross income and net income (excluding payments paid for M&A purchases) for 2018 and 2019 is shown:
Financial debt evolution | ||||||||||||
(Millions of euros) | ||||||||||||
800.0 | ||||||||||||
704,3 | 695,8 | |||||||||||
700.0 | 26.6 | |||||||||||
59.0 | ||||||||||||
600.0 | ||||||||||||
500.0 | ||||||||||||
400.0 | ||||||||||||
677.7 | 636.8 | |||||||||||
300.0 | ||||||||||||
200.0 | ||||||||||||
100.0 | ||||||||||||
0.0 | ||||||||||||
2018 | 2019 | |||||||||||
Resto | Deuda neta | |||||||||||
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DIRECTORS' REPORT 2019
No significant changes are expected in 2020 in regard to the structure of own funds and capital or in regard to the relative cost of capital resources in relation to the financial year ending 31 December 2019.
Analysis of contractual obligations and off balance sheet obligations
At 31 December 2018 there are no commitments to purchase and sale assets or of any other nature.
4. Main risks and uncertainties
The Prosegur Cash Risk Management system is mainly based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) system and works together with applied standards in the main clients of financial industry, such as Basel III, and the ISO 31000 standards. The maximum responsibility for risk management falls on the Board of Directors. Among the basic responsibilities of the Audit Committee are to supervise the efficiency of internal control and risk management systems, to verify their suitability and integrity and to review the designation and replacement of the persons responsible.
The main risks identified are:
- Regulatory risk. Regulatory non-compliance, including laws concerning labour and social security, tax, arms control or anti-money laundering in each market and/or as a whole. Adverse changes in regulatory conditions, including tax legislation, or restrictions on obtaining or renewing permits and licences.
- Risks relating to incidents involving assets guarded or loss of cash. Insufficient insurance cover.
- Transactions in markets with a temporary reduction in demand. Prolonged reduction in the use of cash.
- Transactions in highly competitive markets. Pressure on prices and margins. Economic environment.
- Reputational risk. Negative publicity in connection with the Company. Loss of confidence.
- Financial risks, including changes in interest rates or exchange rates, counterparty and tax risks.
- Failures or incidents in the IT infrastructure.
- Loss or theft of confidential information on clients or pertaining to the Company. Cyberattacks, security breaches and IT failures.
- Inadequate management of labour costs.
- Decline in liquidity generation or in cash management.
4.1. Operational Risks
The Prosegur Cash risk management cycle is the following:
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Regulatory risk
The security sector is subject to a variety of regulations that are constantly changing and are applicable to the activities of the Group and its clients all over the world. Increasing regulations in the regions where Prosegur Cash conducts its business could have a substantial adverse effect on its activity, financial situation and operating income.
Specifically, Prosegur Cash's activity is directly and indirectly affected by legislation, regulations and administrative requirements of local, regional and national authorities of the countries where it operates, and the special requirements of other entities, such as insurance companies and organisations within the sector. Certain aspects of Prosegur Cash's activity are subject to licensing requirements. Furthermore, many countries require permits for security services, including for carrying weapons when armoured vehicles are used to transport goods. The Group depends on maintaining these licences and permits, and on renewing them where appropriate. Similarly, many of the Group's clients, such as financial institutions, are subject to regulations, and if these regulations change they may indirectly have a material adverse effect on the Group's business, financial situation and operating income.
There is no guarantee that legislation, regulations and requirements imposed by authorities and other entities will not change in the future and, accordingly, alter the conditions of the Group's activity. The authorities may introduce new guidelines concerning requirements for specific practices, security solutions and training and certification of staff. The Group could be required to effect changes in its operations or additional investments to adapt to new or amended laws or standards, such as increasing the number of staff manning an armoured vehicle or using cash degradation mechanisms, such as staining bank notes to render them unusable in the event of robbery. These changes and the relevant
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investments could have a substantial adverse impact on the Group's business, financial situation and operating income. Likewise, a reduction or easing of local regulations could result in increased competition for the Group due to the entry of new participants in the market or a larger number of smaller competitors. Moreover, failure to comply with applicable laws or regulations could lead to sizeable finds or the revocation of the Group's permits and operating licences, which would also have a substantial adverse effect on its business, financial activity and operating income.
Prosegur strives to ensure regulatory compliance and the management of operational and regulatory compliance risks, in view of their impact on the commitments undertaken with stakeholders and, in particular, with clients.
Regulatory risks are mitigated by identifying the risk at an operational level, regularly assessing the control environment and implementing and continuously monitoring programmes to ensure the proper operation of controls implemented.
The local Business Areas define the policies, procedures and tools for their identification and quantification, as well as the proposal of measures to mitigate risk and the ongoing monitoring of any deviation from established tolerance levels, at an operational control level and in regard to regulatory compliance. For this purpose, there are standard procedures in place in all the countries where the group operates, consistent with the requirements of regulations applicable in each case.
Likewise, Management plays a crucial role in compliance with all regulations affecting the Prosegur Cash Group. With regard to regulations affecting the prevention of money laundering, it has money laundering prevention units (MLPUs) in those countries where it is subject to applicable regulations (Spain, Australia and all LatAm countries where it operates). These units focus on implementing control and supervisory measures to prevent the cash in transit business from being used to launder funds.
Operational risks
Operational risks are those related to burglaries and robberies, errors in operations, legal penalties and, as a result thereof, business continuity risk. There are formal programmes and policies that help to control this type of risk.
We would highlight the monitoring duties carried out by the Security Area in traceability control and monitoring processes of operations carried out in the transport, handling and storage of cash. Furthermore, additional assistance is provided for claims or differences in the cash management activity, helping to identify best practices and designing procedures to minimise the risk of loss.
Client concentration
The Prosegur Cash Group does not have significant concentrations of clients. Note 30.1 of the Consolidated Annual Accounts shows tables of representativity of the main clients over the overall turnover of Prosegur Cash Group.
4.2. Financial risks
Interest rate risk
Prosegur Cash Group is exposed to interest rate risk due to its monetary assets and liabilities.
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DIRECTORS' REPORT 2019
The Prosegur Cash Group analyses its interest rate risk exposure dynamically. In 2019, the majority of Prosegur Cash Group's financial liabilities at floating interest rates were denominated in Euros.
A simulation of various scenarios, considering refinancing, the renewal of current positions, alternative financing and hedges is performed. On the basis of these scenarios, the Prosegur Cash Group calculates the impact on the profit/(loss) of a given variation of the interest rate. Each simulation uses the same variation in the interest rate for all currencies. These scenarios are only analysed for the liabilities that represent the most significant positions in which a variable interest rate is paid.
Currency risk
Prosegur Cash is exposed to foreign currency exchange risks arising from its revenues being generated in various currencies (mainly Brazilian real, Argentine, Colombian, Chilean and Mexican pesos, Peruvian sol and Australian dollar), while its functional currency is the Euro.
To the extent that local costs and revenues are denominated in the same currency, the effect of exchange rate fluctuations on Prosegur Cash's margins may be neutral (although the absolute size of these margins in Euros would continue to be affected). Fluctuations in exchange rates may also affect the Company's financing costs for instruments denominated in currencies other than the Euro. While some of these effects can be offset by corresponding inflation fluctuations, this will not necessarily be the case.
In general, Prosegur Cash does not use currency derivatives to hedge its expected future operations and cash flows, so exchange rate fluctuations may have an adverse effect on the business and, accordingly, the Company's financial situation and profit/(loss).
The natural coverage made by Prosegur Cash Group is based on the capital expenditure required in the industry, which varies by business area, is in line with the operating cash flow generated and it is possible to time the investments made in each country based on operating requirements.
The debt in EUR represents almost all of the financial debt.
Note 23 of the Prosegur Cash's Individual Annual Accounts reflects the value of financial liabilities by currency.
Credit risk
The Credit and Collection Departments of each of the countries in which the Prosegur Cash Group operates carries out a risk assessment of each client on the basis of the contract data and establishes credit limits and payment terms which are recorded in the Prosegur Cash Group's management systems and periodically updated. Monthly tracking of the credit situation of the clients is carried out, making any value corrections deemed necessary on the basis of clearly established policies.
As for financial investments and other operations, these are carried out with defined rating entities and financial transaction framework agreements are entered into (CMOF or ISDA). Restrictions on counterparty risk are clearly defined in the corporate policies of Financial Management and updated credit limits and levels are periodically published.
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5. Average payment period to suppliers
The average payment period to suppliers in 2019 was 59 days (52 days in 2018).
6. Important circumstances after the reporting period
No subsequent events have taken place following the close of financial year 2019 that might suppose any significant change to the presentation of the Annual Accounts.
7. Information on the foreseeable performance of the entity
If 2019 was marked by an uncertain political environment in LatAm and an adverse macroeconomic and exchange rate scenario, the forecasts for 2020 are moderately optimistic. Aspects such as greater certainty in the Brazilian economy or the relaxation of monetary conditions in the United States may translate into more favourable prospects for emerging economies.
In any case it is considered necessary to pay attention to those economies presenting sizeable external imbalances and/or high levels of indebtedness, since they will likely continue to face adverse financial conditions.
In Brazil, the estimate is that it is likely to continue with the reformist agenda and, after the reformation of the pension system, address other relevant issues such as the reformation of the tax system. In Argentina, special attention will be given to the renegotiation of the debt which, according to the new government, is expected to be undertaken during the first half of the year. This situation could introduce some uncertainty until an agreement is reached. Finally, the possible impact that trade tensions between the United States and China could have on the economic growth of the European region will be monitored.
Against this macroeconomic backdrop, the company will remain focused on developing its business in new products, where it expects to post significant growth. Moreover, it will work to improve its profitability in local terms and will continue to apply best practices in order to optimise efficiency in the operations and in cash generation.
LatAm currencies are expected to continue to depreciate over the course of 2020, albeit less so than in the previous year. In this sense, the Company expects to reduce this impact as far as possible by capturing natural growth in these markets, preserving and increasing margins and offering new solutions and services that allow the client base to be expanded.
The experience and ability of the Company to pass cost increases on to prices in economic environments which are undergoing a gradual maturity process, allow us to approach 2020 with optimism.
Prosegur Cash has also consolidated a successful and resilient business model over the years. The company is thus able to mitigate the impact of events that could affect the normal performance of the
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activity, while maintaining or improving the results. Some examples of these situations are markets in recession, capital control policies or currency devaluations.
In the case of Europe, the macroeconomic environment should gently boost business growth. Additionally, an improvement in profitability might be seen, benefited by the sale of the operations in France. Prosegur Cash therefore hopes to continue to show a high capacity for adaptation to various situations and to leverage the burgeoning favourable situation in order to become a leading provider of advanced banking outsourcing services in Europe.
Lastly, in the rest of the world, the Company will address the challenge of completing the integration of operations in the Philippines and Indonesia and of resuming growth in Australia. In this sense, the progress in certain commercial and operational initiatives implemented in 2019, allows us to view 2020 more optimistically.
The combination of a solid financial structure, limited levels of leverage, and the capacity to generate cash puts the Company in a comfortable position to face the inorganic growth strategy. Furthermore, Prosegur Cash will not exceed the debt levels that it has imposed on itself. These limits, it should be remembered, are more stringent than those included in the bank financing contracts that the Company has, or those required by the rating agencies for investment grade companies.
For all the above, Prosegur Cash will continue to promote organic growth, both through traditional services and through new products, while maintaining its current profitability levels. The Company also expects to continue consolidating its leadership, gaining market share and enhancing its image as a global flagship in the sector.
In conclusion, it is worth noting that the Company has excellent growth levers, one of the world's best platforms for transporting funds and handling cash, with a notable presence in emerging markets, unequalled by any competitor, and optimal solvency and financial solidity to drive its expansion and to satisfactorily face the great challenges approaching in the coming financial years.
Estimates and opinions regarding the future development and profit/(loss) at Prosegur Cash's businesses are subject to risks, uncertainties, changes in circumstances and other factors that may lead the actual profit/(loss) to differ materially from forecasts.
8. Acquisition and disposal of own shares
On 8 May 2017, the Company signed a liquidity agreement in accordance with the regulations in force at that time. Prior to signing this agreement, the Company did not have treasury stock. The operating process prior to the liquidity contract to set up treasury stock ended on 8 June 2017, having attained treasury stock of 1,000,000 shares. The liquidity contract came into operation on 9 June 2017 and ended on 10 July, when the liquidity agreement was terminated. On 7 July 2017, the Company S.A. signed a new liquidity agreement, entering into force on 11 July 2017, in accordance with the new legislation, commencing operations again to boost the contractual liquidity.
At 2019 year end, Prosegur Cash, S.A.'s treasury stock amounted to 1,119,862 shares (1,057,307 shares in 2018), of which 696,866 are linked to the liquidity agreement (602,496 in 2018).
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DIRECTORS' REPORT 2019
9. Alternative performance measures
In order to meet ESMA guidelines on Alternative Performance Measures (hereinafter, APMs), the Prosegur Cash Group presents this additional information to enhance the comparability, reliability and understanding of its financial reporting. The company presents its profit/(loss) in accordance with International Financial Reporting Standards (IFRS-EU). However, Management considers that certain alternative performance measures provide additional useful financial information that should be taken into consideration when assessing its performance. Management also uses these APMs to make financial, operating and planning decisions, as well as to assess the Company's performance. The Prosegur Cash Group provides those APMs it deems appropriate and useful for users to make decisions and those it is convinced represent a true and fair view of its financial information.
APM | Definition and calculation | Purpose |
Capex
EBIT margin
Net Financial Debt
EBITA
EBITDA
Capex (Capital Expenditure), is the expense that a company incurs in capital goods and that creates benefits for the company, whether through the acquisition of new fixed assets or by means of an increase in the value of fixed assets already in existence. CAPEX includes additions of property, plant and equipment as well as additions of IT applications of the intangible assets.
The EBIT margin is calculated by dividing the operating income of the company by the total figure of revenue.
The Company calculates financial debt as the sum of the current and non-current financial liabilities (including other non-bank payable corresponding to deferred M&A payments and financial liabilities with Group companies) minus cash and cash equivalents, minus current investments in group companies and minus other current financial assets.
EBITDA is calculated on the basis of the consolidated profit/(loss) for the period without including the profit/(loss) after taxes from discontinued operations, taxes on earnings, financial income or costs, or depreciations of Goodwill or the amortisation of intangible assets, but including the depreciation of IT applications.
EBITDA is calculated on the basis of the consolidated profit/(loss) for the period for a company, excluding earnings after taxes from discontinued operations, income taxes, financial income or costs, and amortisation expenses or depreciation on goodwill.
CAPEX is an important indicator of the life cycle of a company at any given time. When the company grows rapidly, the CAPEX will be greater than fixed asset depreciations, which means that the value of the capital goods is increasing rapidly. On the other hand, when the CAPEX is similar to the depreciations or even less, it is a clear sign that the company is decapitalising and may be a symptom of its clear decline.
The EBIT margin provides the profitability obtained of the total revenue accrued.
The net debt provides the gross debt less cash in absolute terms of a company.
The EBITDA provides an analysis of earnings before taxes, tax burden and amortisation of intangible assets.
The purpose of the EBITDA is to obtain a fair view of what the company is earning or losing in the business itself. The EBITDA excludes variables not related to cash that may vary significantly from one company to another depending upon the accounting policies applied. Amortisation is a non- monetary variable and thereof of limited interest for investors.
The reconciliation of Alternative Performance Measures is as follows:
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DIRECTORS' REPORT 2019
CAPEX (In thousands of Euro) | 31.12.2019 | 31.12.2018 | ||||
Technical installations and machinery | 22 | 53 | ||||
Other installations and furniture | 985 | 64 | ||||
Other assets | 199 | 15 | ||||
Subtotal: Property, Plant and Equipment additions | 1,206 | 132 | ||||
Software additions | 3,140 | 420 | ||||
Total CAPEX | 4,346 | |||||
552 | ||||||
EBIT Margin (In thousands of Euro) | ||||||
31.12.2019 | 31.12.2018 | |||||
EBIT | 98,648 | |||||
145,880 | ||||||
Revenue | 113,016 | 161,789 | ||||
EBIT margin | 87.3% | 90.2% | ||||
Financial liabilities | ||||||
31.12.2019 | 31.12.2018 | |||||
Financial liabilities (A) | 695,788 | 704,291 | ||||
Cash and cash equivalents (B) | (40,982) | (2,286) | ||||
Less: other financial current assets (C) | - | - | ||||
Total Net Financial Debt (A+B+C) | 654,806 | 702,005 | ||||
Less. Other non banking debts (D) | (17,975) | (24,348) | ||||
Total Net Financial Debt (excluding other non-bank | 636,831 | 677,657 | ||||
payables corresponding to deferred payments for M&A | ||||||
acquisitions) (A+B+C+D) | ||||||
EBITA (In thousands of Euro) | ||||||
31.12.2019 | 31.12.2018 | |||||
Profit of the year | 89,485 | 135,618 | ||||
Income tax | (4,191) | (3,283) | ||||
Financial costs | 13,354 | 13,546 | ||||
Amortisation | 2,798 | 2,735 | ||||
EBITA | 101,446 | |||||
148,616 | ||||||
EBITDA (In thousands of Euro) | ||||||
31.12.2019 | 31.12.2018 | |||||
Profit of the year | 89,485 | |||||
135,618 | ||||||
Income tax | (4,191) | (3,283) | ||||
Financial costs | 13,354 | 13,546 | ||||
Depreciation and amortization | 2,925 | 2,828 | ||||
EBITDA | 101,573 | |||||
148,708 |
10. Other significant information
Stock market information
Prosegur Cash focuses its efforts in the creation of value for its shareholders. Improving profit/(loss) and transparency, as well as rigour and credibility, are what guides the Company's actions.
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DIRECTORS' REPORT 2019
The Company's corporate website features the policy that governs its relationship with shareholders and investors, as approved by its Board of Directors. In this connection it undertakes to foster effective and open communication with all shareholders, at all times ensuring that the information it provides is both coherent and clear. Moreover, the company seeks to maintain transparent and regular contact with its shareholders, so as to nurture mutual understanding of their goals.
In order to fulfil our commitment to transparency, the Company tries to provide all its financial and strategic communications in an open and coherent manner, ensuring, wherever possible, the use of simple language to make them comprehensible, and that the information shows a fair, balanced and understandable view of the situation and prospects of Prosegur Cash.
The company is open to receiving comments and suggestions for improvement, which may be submitted through the specific channels for this purpose mentioned on the website and/or in the investor communication policy.
Finally, in order to present the financial information to investors, the company reports its profit/(loss) quarterly via webcast (on its website). The company's profit/(loss) presentation is led by the Chief Financial Officer and the Director of Investor Relations, and, on an annual basis, by the Executive Director.
Analysts coverage
The recommendations of the 16 investment companies that follow Prosegur Cash are as follows:
Analyst recommendatons
Sell 0%
Keep | 44% | |
Purchase | 56% | ||||||||||||||
Comprar | |||||||||||||||
0% | 10% | 20% | 30% | 40% | 50% | 60% | |||||||||
Purchase | Keep | Sell | |||||||||||||
On 31 December 2019, Prosegur Cash's share price closed at EUR 1.36 , i.e. 30% lower than in the previous December.
Main shareholders
The shareholding structure of Prosegur Cash reflects its solidity and stability.
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DIRECTORS' REPORT 2019
At 31 December 2019, 72.50% of share capital belongs directly or indirectly to Prosegur, whereas the remaining 27.5% is free float, with notable holdings belonging to Invesco Limited with 3.787%.
The composition of the Board of Directors enables the management bodies to define the strategic lines and decisions in line with the interests of all its shareholders. This solid and stable shareholder base of relevance, made up of significant shareholders and institutional investors, provides Prosegur Cash with the ideal conditions to develop its project and achieve its objectives.
Geographical distribution of free float
Prosegur Cash is widely accepted among both domestic and foreign investors. In this regard, most of the free float is distributed among American, Spanish and British investors.
Free Float
13%
14%
48%
25%
USA | Spain | UK | Rest of the world |
Annual Corporate Governance Report
The Annual Corporate Governance Report of Prosegur for financial year 2019 forms part of the Directors' Report and as of the date of publication of the Annual Accounts is available on the web page of the National Securities Market Commission and the Prosegur website.
This report includes section E, analysing control and risk management systems of the Company; and F, providing details on the risk control and management system in relation with the process of issue of financial information (SCIIF).
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DIRECTORS' REPORT 2019
STATEMENT OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL REPORT OF 2019
The members of the Board of Directors of Prosegur Cash, S.A. hereby confirm that, to the best of our knowledge, the Individual Annual Accounts of Prosegur Compañía de Seguridad, S.A. for 2019, authorised for issue by the Board of Directors at the meeting held on 26 February 2020 and prepared in accordance with applicable accounting principles, present fairly the equity, financial position and profit/(loss) of Prosegur Cash, S.A., and that the respective individual Directors' Reports provide a reliable analysis of the Company's performance and results and the position of Prosegur Cash, S.A., together with the main risks and uncertainties facing the Company.
In Madrid, 26 February 2020.
Mr Christian Gut Revoredo | Mr Pedro Guerrero |
Executive President | Vice-President |
Mr José Antonio Lasanta Luri | Ms Chantal Gut Revoredo |
Executive Director | Director |
Mr Antonio Rubio Merino | Mr Claudio Aguirre Pemán |
Director | Director |
Ms María Benjumea Cabeza de Vaca | Ms Ana Inés Sainz de Vicuña Bemberg |
Director | Director |
Mr Daniel Guillermo Entrecanales Domecq Director
DIRECTORS' REPORT 2019
DIRECTORS' RESPONSIBILITY OVER THE ANNUAL ACCOUNTS
The Consolidated Annual Accounts of Prosegur Cash, S.A. and subsidiaries are the responsibility of the Directors of the parent company and have been prepared in accordance with international financial reporting standards endorsed by the European Union.
The Directors are responsible for the completeness and objectivity of the Annual Accounts, including the estimates and judgements included therein. They fulfil their responsibility mainly by establishing and maintaining accounting systems and other regulations, supporting them adequately using internal accounting controls. These controls have been designed to provide reasonable assurance that the Company's assets are protected, that transactions are performed in accordance with the authorisations and regulations laid down by Management and that accounting records are reliable for the purposes of drawing up the Annual Accounts. The automatic correction and control mechanisms are also a relevant part of the control environment, insofar as corrective action is taken when weaknesses are observed. Nevertheless, an effective internal control system, irrespective of how perfect its design may be, has inherent limitations, including the possibility of circumventing or invalidating controls, and can therefore provide only reasonable assurance in relation with preparation of the Annual Accounts and the protection of assets. However, the effectiveness of internal control systems may vary over time due to changing conditions.
The Company evaluated its internal control system at 31 December 2019. Based on this evaluation, the Directors believe that existing internal accounting controls provide reasonable assurance that the Company's assets are protected, that transactions are performed in accordance with the authorisations laid down by Management, and that the financial records are reliable for the purposes of drawing up the Annual Accounts.
Independent auditors are appointed by the shareholders at their Annual General Meeting to audit the Annual Accounts, in accordance with the technical standards governing the audit profession. Their report, with an unqualified opinion, is attached separately. Their audit and the work performed by the Company's internal services include a review of internal accounting controls and selective testing of the transactions. The Company's management teams hold regular meetings with the independent auditors and with the internal services in order to review matters pertaining to financial reporting, internal accounting controls and other relevant audit-related issues.
Mr Javier Hergueta Vázquez Chief Financial Officer
DIRECTORS' REPORT 2019
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Prosegur Cash SA published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2020 07:44:08 UTC