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Intralot S.A.

Quarterly Report Nov 29, 2019

2695_10-q_2019-11-29_a76b141a-e6de-4ac1-8d6c-cde867dd2a66.pdf

Quarterly Report

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INTERIM FINANCIAL REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2019 ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

INTERIM FINANCIAL STATEMENTS 3
INCOME STATEMENT GROUP / COMPANY FOR THE NINE MONTHS OF 2019 3
STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE NINE MONTHS OF 2019 4
INCOME STATEMENT GROUP / COMPANY FOR THE THIRD QUARTER OF 2019 5
STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE THIRD QUARTER OF 2019 6
STATEMENT OF FINANCIAL POSITION GROUP/COMPANY 7
STATEMENT OF CHANGES IN EQUITY GROUP 8
STATEMENT OF CHANGES IN EQUITY COMPANY 9
CASH FLOW STATEMENT GROUP/COMPANY10
1. GENERAL INFORMATION 11
2. NOTES TO THE INTERIM FINANCIAL STATEMENTS 11
2.1.1 Basis of preparation of the Financial Statements 11
2.1.2 Statement of compliance11
2.1.3 Financial Statements 11
2.1.4 Changes in accounting policies12
2.1.5 EBITDA & EBIT18
2.1.6 Significant accounting judgments estimates and assumptions 19
2.1.7 Seasonality and cyclicality of operations19
2.2 INFORMATION PER SEGMENT 19
2.3 OTHER OPERATING INCOME23
2.4 INCOME TAX23
2.5 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS 23
2.6 GAIN / (LOSS) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE OFF OF ASSETS 23
2.7 OTHER OPERATING EXPENSES24
2.8 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME 24
2.9 FOREIGN EXCHANGE DIFFERENCES24
2.10 TANGIBLE AND INTANGIBLE ASSETS25
2.11 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 28
2.12 OTHER FINANCIAL ASSETS 29
2.13 INVENTORIES30
2.14 CASH AND CASH EQUIVALENTS30
2.15 SHARE CAPITAL, TREASURY SHARES AND RESERVES30
2.16 DIVIDENDS 34
2.17 DEBT 34
2.18 SHARED BASED BENEFITS 38
2.19 FINANCIAL ASSETS AND LIABILITIES 38
2.20 SUPPLEMENTARY INFORMATION 45
A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION 45
I. Full consolidation 45
II. Equity method47
II. Equity method48
III. Acquisitions 49
IV. New Companies of the Group 50
V. Changes in ownership percentage 50
VI. Subsidiaries' Share Capital Increase 50
VII. Strike off - Disposal of Group Companies 50
VIII. Discontinued Operations50
IX. Companies merge 54
B. REAL LIENS54
C. PROVISIONS 54
D. PERSONNEL EMPLOYED 55
E. RELATED PARTY DISCLOSURES55
2.21 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS 56
A. LITIGATION CASES 56
B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES 62
Ι) SUBSIDIARIES 62
ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES 64
C. COMMITMENTS64
I) Guarantees64
II) Lease commitments 65
III) Other commitments 65
2.22 COMPARABLE FIGURES66
2.23 APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES" 66
2.24 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS67
2.25 SUBSEQUENT EVENTS70

Interim Financial Statements for the period 1 January to 30 September 2019

INTERIM FINANCIAL STATEMENTS INCOME STATEMENT GROUP / COMPANY FOR THE NINE MONTHS OF 2019

GROUP COMPANY
Amounts reported in thousand € Note 1/1-30/9/2019 1/1-30/9/2018
²
1/1-30/9/2019 1/1-30/9/2018
Sale Proceeds 2.2 555.571 596.694 31.581 41.903
Less: Cost of Sales -452.322 -472.493 -34.569 -27.936
Gross Profit
/(loss)
103.249 124.201 -2.988 13.967
Other Operating Income 2.3 13.545 10.931 342 122
Selling Expenses -30.177 -25.081 -6.794 -6.461
Administrative Expenses -58.271 -52.180 -11.262 -9.826
Research and Development Expenses -2.987 -3.566 -2.987 -3.566
Other Operating Expenses 2.7 -8.515 -3.548 -553 -1.443
EBIT 2.1.5 16.844 50.757 -24.242 -7.207
EBITDA 2.1.5 78.772 98.128 -9.873 2.947
Income/(expenses) from participations and investments 2.5 10.755 2.570 8.986 10.444
Gain/(loss) from assets disposal, impairment loss and write-off of assets 2.6 -3.940 -266 -7 0
Interest and similar expenses 2.8 -40.195 -37.920 -14.285 -12.408
Interest and similar income 2.8 4.141 6.518 2.467 3.579
Foreign exchange differences 2.9 6.172 10.558 526 -298
Profit / (loss) from equity method consolidations 3.489 -1.520 0 0
Gain/(loss) on net monetary position 2.23 386 48 0 0
Operating Profit/(loss) before tax from continuing operations -2.348 30.745 -26.555 -5.890
Tax 2.4 -15.257 -17.055 -2.101 -414
Profit / (loss) after tax from continuing operations (a) -17.605 13.690 -28.656 -6.304
Profit / (loss) after tax from discontinued operations (b) 1 2.20 5.280 8.244 0 0
Profit / (loss) after tax (continuing and discontinued operations) (a)+(b) -12.325 21.934 -28.656 -6.304
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations -37.125 -13.303 -28.656 -6.304
-Profit/(loss) from discontinued operations 1 2.20 5.280 2.311 0 0
-31.845 -10.992 -28.656 -6.304
Non-Controlling Interest
-Profit/(loss) from continuing operations 19.520 26.993 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 5.933 0 0
19.520 32.926 0 0
Earnings/(loss) after tax per share (in €) from total operations
-basic 2.20 -0,2155 -0,0714 -0,1939 -0,0410
-diluted 2.20 -0,2155 -0,0714 -0,1939 -0,0410
Weighted Average number of shares 147.761.688 153.852.870 147.761.688 153.852.870

¹ The activities of Group subsidiaries Azerinteltek AS (Azerbaijan) and Totolotek SA (Poland) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII)

² Group's 2018 comparative figures of "Sale Proceeds", "Cost of Sales", "Gross Profit / (Loss)" and "Selling Expenses" are reclassified pursuant to IFRS 15 (note 2.22)

STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE NINE MONTHS OF 2019

GROUP COMPANY
Amounts reported in thousand € Note 1/1-30/9/2019 1/1-30/9/2018 1/1-30/9/2019 1/1-30/9/2018
Net Profit / (loss) after tax (continuing and discontinued
operations) (a)+(b)
-12.325 21.934 -28.656 -6.304
Attributable to:
Equity holders of parent Company
-Profit/(loss) from continuing operations -37.125 -13.303 -28.656 -6.304
-Profit/(loss) from discontinued operations 1 2.20 5.280 2.311 0 0
-31.845 -10.992 -28.656 -6.304
Non-Controlling Interest
-Profit/(loss) from continuing operations 19.520 26.993 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 5.933 0 0
19.520 32.926 0 0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company 66 -19 0 0
Defined benefit plans revaluation for associates and joint ventures -79 -105 0 0
Valuation of assets measured at fair value through other 2.12 1.474 2.213 1.325 31
comprehensive income of parent and subsidiaries
Amounts that may be reclassified to profit or loss:
Derivatives valuation of parent and subsidiaries 0 18 0 18
Exchange differences on subsidiaries consolidation 2.15 -141 -27.867 0 0
Share of exchange differences on consolidation of associates and joint 2.15 1.580 -428 0 0
ventures
Other comprehensive income/ (expenses) after tax 2.900 -26.188 1.325 49
Total comprehensive income / (expenses) after tax -9.425 -4.254 -27.331 -6.255
Attributable to:
Equity holders of parent -26.589 -28.888 -27.331 -6.255
Non-Controlling Interest 17.164 24.634 0 0

¹ The activities of Group subsidiaries Azerinteltek AS (Azerbaijan) and Totolotek SA (Poland) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII)

Interim Financial Statements for the period 1 January to 30 September 2019

INCOME STATEMENT GROUP / COMPANY FOR THE THIRD QUARTER OF 2019

GROUP COMPANY
Amounts reported in thousand € Note 1/7-30/9/2019 1/7-30/9/2018
²
1/7-30/9/2019 1/7-30/9/2018
Sale Proceeds 2.2 177.500 187.633 12.922 12.490
Less: Cost of Sales -150.575 -153.945 -12.966 -9.551
Gross Profit
/(loss)
26.925 33.688 -44 2.939
Other Operating Income 2.3 3.664 3.837 32 36
Selling Expenses -8.997 -7.370 -1.918 -2.195
Administrative Expenses -18.291 -17.052 -3.621 -3.318
Research and Development Expenses -742 -699 -742 -699
Other Operating Expenses 2.7 -3.655 -82 -48 -50
EBIT 2.1.5 -1.096 12.322 -6.341 -3.287
EBITDA 2.1.5 20.099 28.316 -1.572 -98
Income/(expenses) from participations and investments 2.5 7.921 -163 3.325 1.238
Gain/(loss) from assets disposal, impairment loss and write-off of assets 2.6 -271 -97 4 0
Interest and similar expenses 2.8 -13.364 -12.662 -4.747 -4.417
Interest and similar income 2.8 679 3.197 436 1.757
Foreign exchange differences 2.9 1.802 6.321 951 85
Profit / (loss) from equity method consolidations -14 -1.522 0 0
Gain/(loss) on net monetary position 2.23 -49 48 0 0
Operating Profit/(loss) before tax from continuing operations -4.392 7.444 -6.372 -4.624
Tax 2.4 -3.099 -6.491 -1.092 -275
Profit / (loss) after tax from continuing operations (a) -7.491 953 -7.464 -4.899
Profit / (loss) after tax from discontinued operations (b) 1 2.20 -3 4.080 0 0
Profit / (loss) after tax (continuing and discontinued operations)
(a)+(b)
-7.494 5.033 -7.464 -4.899
Attributable to:
Equity holders of parent
-Profit/(loss) from continuing operations -9.863 -9.218 -7.464 -4.899
-Profit/(loss) from discontinued operations 1 2.20 -3 1.310 0 0
-9.866 -7.908 -7.464 -4.899
Non-Controlling Interest
-Profit/(loss) from continuing operations 2.372 10.171 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 2.770 0 0
2.372 12.941 0 0
Earnings/(loss) after tax per share (in €) from total operations
-basic 2.20 -0,0668 -0,0514 -0,0505 -0,0318
-diluted 2.20 -0,0668 -0,0514 -0,0505 -0,0318
Weighted Average number of shares 147.761.688 153.852.870 147.761.688 153.852.870

¹ The activities of Group subsidiaries Azerinteltek AS (Azerbaijan) and Totolotek SA (Poland) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII)

² Group's 2018 comparative figures of "Sale Proceeds", "Cost of Sales", "Gross Profit / (Loss)" and "Selling Expenses" are reclassified pursuant to IFRS 15(note 2.22)

STATEMENT OF COMPREHENSIVE INCOME GROUP / COMPANY FOR THE THIRD QUARTER OF 2019

GROUP COMPANY
Amounts reported in thousand € Note 1/7-30/9/2019 1/7-30/9/2018 1/7-30/9/2019 1/7-30/9/2018
Net Profit / (loss) after tax (continuing and discontinued
operations) (a)+(b) -7.494 5.033 -7.464 -4.899
Attributable to:
Equity holders of parent Company
-Profit/(loss) from continuing operations -9.863 -9.218 -7.464 -4.899
-Profit/(loss) from discontinued operations 1 2.20 -3 1.310 0 0
-9.866 -7.908 -7.464 -4.899
Non-Controlling Interest
-Profit/(loss) from continuing operations 2.372 10.171 0 0
-Profit/(loss) from discontinued operations 1 2.20 0 2.770 0 0
2.372 12.941 0 0
Other comprehensive income after tax
Amounts that may not be reclassified to profit or loss:
Defined benefit plans revaluation for subsidiaries and parent company 15 -31 0 0
Defined benefit plans revaluation for associates and joint ventures -30 0 0 0
Valuation of assets measured at fair value through other
comprehensive income of parent and subsidiaries 2.12 -33 -120 41 40
Amounts that may be reclassified to profit or loss:
Derivatives valuation of parent and subsidiaries 0 -48 0 -48
Exchange differences on subsidiaries consolidation 2.15 4.829 -17.023 0 0
Share of exchange differences on consolidation of associates and joint
ventures 2.15 1.356 -2.882 0 0
Other comprehensive income/ (expenses) after tax 6.137 -20.104 41 -8
Total comprehensive income / (expenses) after tax -1.357 -15.071 -7.423 -4.907
Attributable to:
Equity holders of parent -4.009 -23.135 -7.423 -4.907
Non-Controlling Interest 2.652 8.064 0 0

¹ The activities of Group subsidiaries Azerinteltek AS (Azerbaijan) and Totolotek SA (Poland) are presented as discontinued operations pursuant to IFRS 5 (note 2.20.A.VIII)

STATEMENT OF FINANCIAL POSITION GROUP/COMPANY

GROUP COMPANY
Amounts reported in thousand € Note 30/9/2019 31/12/2018 30/9/2019 31/12/2018
ASSETS
Tangible assets 2.10 176.699 133.360 25.021 18.890
Investment property 2.10 36 39 0 0
Intangible assets 2.10 274.567 302.332 83.839 90.810
Investment in subsidiaries, 2.11 133.263 133.198 128.616 135.908
associates and joint ventures
Other financial assets 2.12 402 16.042 42 1.213
Deferred Tax asset 8.614 7.717 0 0
Other long term receivables 4.053 8.832 120 146
Total Non-Current Assets 597.634 601.520 237.638 246.967
Inventories 2.13 38.082 45.583 16.784 14.831
Trade and other short term
receivables 2.19 123.816 133.864 88.181 110.370
Other financial assets 2.12 0 637 0 0
Cash and cash equivalents 2.14 133.719 162.461 21.630 33.146
Total Current Assets 295.617 342.545 126.595 158.347
TOTAL ASSETS 893.251 944.065 364.233 405.314
895.852 944.065 364.233 405.314
EQUITY AND LIABILITIES
Share capital 2.15 47.089 47.089 47.089 47.089
Treasury shares 2.15
2.15
-8.528 -8.528 -8.528 -8.528
Other reserves 2.15 66.733 64.962 55.173 53.125
Foreign exchange differences -84.123 -87.955 0 0
Retained earnings 2.16 -38.452 -9.268 -64.183 -34.804
Total equity attributable to -17.281 6.300 29.551 56.882
shareholders of the parent
Non-Controlling Interest
7.960 28.145 0 0
Total Equity -9.321 34.445 29.551 56.882
Long term debt 2.17 732.546 735.297 275.378 286.380
Staff retirement indemnities 3.292 5.111 2.706 3.249
Other long term provisions 2.20 9.574 7.560 9.500 7.446
Deferred Tax liabilities 11.193 11.294 5.630 5.657
Other long term liabilities 2.19 1.759 2.256 201 273
Long term lease liabilities 2.21 13.102 1.797 1.638 0
Total Non-Current Liabilities 771.466 763.315 295.053 303.005
Trade and other short term
liabilities 2.19 103.212 96.780 38.860 45.276
Short term debt and lease liabilities 2.17 22.040 40.655 716 0
Current income tax payable 3.221 3.519 0 0
Short term provision 2.20 2.633 5.351 53 151
Total Current Liabilities 131.106 146.305 39.629 45.427
TOTAL LIABILITIES 902.572 909.620 334.682 348.432
TOTAL EQUITY AND
LIABILITIES 893.251 944.065 364.233 405.314

STATEMENT OF CHANGES IN EQUITY GROUP

STATEMENT OF CHANGES IN EQUITY
INTRALOT GROUP
Share Treasury Legal Other Foreign
exchange
Retained Total Non
Controlling
Grand Total
(Amounts reported in thousand of €) Capital Shares Reserve Reserves differences Earnings Interest
Opening Balance January 1, 2019 47.089 -8.528 24.795 40.167 -87.955 -9.268 6.300 28.145 34.445
Effect on retained earnings from previous
years adjustments -160 -160 -25 -185
New consolidated entities 171 171 171
Period's results -31.845 -31.845 19.520 -12.325
Other comprehensive income / (expenses) 1.471 3.832 -47 5.256 -2.356 2.900
after tax
Dividends to equity holders of parent / non
controlling interest
0 -34.307 -34.307
Share option of associate companies 198 198 198
Sales / liquidation of subsidiaries 0 -131 -131
Effect due to change in participation
percentage 2.828 2.828 -2.857 -29
Adjustment to net monetary position 146 -175 -29 -29 -58
Transfer between reserves -508 662 -154 0 0
Balances as at September
30, 2019
47.089 -8.528 24.433 42.300 -84.123 -38.452 -17.281 7.960 -9.321
STATEMENT OF CHANGES IN EQUITY Share Treasury Legal Other Foreign Retained Non
INTRALOT GROUP Capital Shares Reserve Reserves exchange Earnings Total Controlling Grand Total
(Amounts reported in thousand of €)
Opening Balance January 1, 2018 prior
differences Interest
to the application of IFRS 9, 15
& IAS 29
47.689 -2.149 28.201 28.537 -76.747 32.291 57.822 31.966 89.788
Effect from the application of IFRS 15 -937 -937 -937
Effect from the application of IFRS 9 -5.738 -5.738 -5.738
Effect from the application of IFRS 29 626 -33 593 593 1.186
Opening Balance January 1, 2018 after
the application of IFRS 9, 15
& IAS 29
47.689 -2.149 28.827 28.537 -76.747 25.583 51.740 32.559 84.299
Effect on retained earnings from previous
years adjustments -68 -68 -13 -81
New consolidated associate companies -10 -10 -10
Period's results -10.992 -10.992 32.926 21.934
Other comprehensive income / (expenses) 2.232 -20.013 -115 -17.896 -8.292 -26.188
after tax
Dividends to equity holders of parent / non 0 -31.178 -31.178
controlling interest
Effect due to change in participation
percentage
-768 -768 768 0
Repurchase of treasury shares -8.588 -8.588 -8.588
Cancelation of treasury shares -600 2.209 -1.609 0 0
Share option of associate companies 72 72 72
Adjustment to net monetary position 179 179 179 358
Transfer between reserves 156 -156 0 0
Balances as at September
30, 2018
47.089 -8.528 29.162 30.759 -96.760 11.947 13.669 26.949 40.618

STATEMENT OF CHANGES IN EQUITY COMPANY

STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
(Amounts reported in thousand of €)
Share
Capital
Treasury
Shares
Legal Reserve Other
Reserves
Retained
Earnings
Total
Opening Balance January 1, 2019 47.089 -8.528 15.896 37.229 -34.804 56.882
Period's results -28.656 -28.656
Other comprehensive income /(expenses) after tax 1.325 1.325
Transfer between reserves 723 -723 0
Balances as at September
30, 2019
47.089 -8.528 15.896 39.277 -64.183 29.551

STATEMENT OF CHANGES IN EQUITY INTRALOT S.A.
(Amounts reported in thousand of €)
Share
Capital
Treasury
Shares
Legal Reserve Other
Reserves
Retained
Earnings
Total
Opening Balance January 1, 2018 prior to the
application of IFRS 9 & 15
47.689 -2.149 15.896 27.683 -4.558 84.561
Effect from the application of IFRS 15 -333 -333
Effect from the application of IFRS 9 -2.688 -2.688
Opening Balance January 1, 2018 after the
application of IFRS 9 & 15
47.689 -2.149 15.896 27.683 -7.579 81.540
Period's results -6.304 -6.304
Other comprehensive income /(expenses) after tax 49 49
Repurchase of treasury shares -8.588 -8.588
Cancelation of treasury shares -600 2.209 -1.609 0
Balances as at September
30, 2018
47.089 -8.528 15.896 27.732 -15.492 66.697

Interim Financial Statements for the period 1 January to 30 September 2019

CASH FLOW STATEMENT GROUP/COMPANY
GROUP COMPANY
Amounts reported in thousand of €
(total operations)
Note 1/1-
30/9/2019
1/1-
30/9/2018
1/1-
30/9/2019
1/1-
30/9/2018
Operating activities
Profit / (loss) before tax from continuing operations -2.348 30.745 -26.555 -5.890
Profit / (loss) before tax from discontinued 2.20 5.280 15.585 0 0
operations
Profit / (loss) before Taxation 2.932 46.330 -26.555 -5.890
Plus / Less adjustments for:
Depreciation and Amortization 62.029 48.061 14.369 10.154
Provisions 5.324 1.219 212 1.501
Results (income, expenses, gain and loss) from
Investing Activities
-27.880 -11.762 -9.505 -10.148
Interest and similar expenses 2.8 40.278 38.228 14.285 12.408
Interest and similar Income 2.8 -4.142 -6.683 -2.467 -3.579
(Gain) / loss on net monetary position 2.23 -386 -48 0 0
Plus / Less adjustments for changes in working
capital:
Decrease / (increase) of Inventories 1.293 -18.513 1.578 1.104
Decrease / (increase) of Receivable Accounts -676 11.509 12.643 750
(Decrease) / increase of Payable Accounts (except
Banks) 4.073 -27.340 -2.995 -17.561
Less: Income Tax Paid 8.150 20.709 0 0
Total inflows / (outflows) from operating
activities (a)
74.695 60.292 1.565 -11.261
Investing Activities
(Purchases) / Sales of subsidiaries, associates, joint
ventures and other investments
2.12
2.20
28.295 -3.609 2.496 0
Purchases of tangible and intangible assets 2.10 -44.290 -65.364 -6.761 -13.445
Proceeds from sales of tangible and intangible assets 2.10 241 372 59 0
Interest received 3.945 4.089 2.272 666
Dividends received 8.770 7.555 14.700 9.952
Total inflows / (outflows) from investing
activities (b)
-3.039 -56.957 12.766 -2.827
Financing Activities
Repurchase of treasury shares 2.15 0 -8.589 0 -8.589
Proceeds from loans 2.17 68.407 60.266 0 15.000
Repayment of loans 2.17 -79.337 -45.396 -19.500 0
Bonds buy back 2.17 -2.407 -5.004 0 0
Repayments of lease liabilities 2.17 -5.727 -4.227 -369 0
Interest and similar expenses paid -47.021 -47.960 -5.845 454
Dividends paid 2.16 -36.352 -31.475 0 0
Total inflows / (outflows) from financing
activities (c)
-102.437 -82.385 -25.714 6.865
Net increase / (decrease) in cash and cash
equivalents for the period (a) + (b) + (c )
-30.781 -79.050 -11.383 -7.223
Cash and cash equivalents at the beginning of
the period
2.14 162.461 238.041 33.146 20.434
Net foreign exchange difference 2.039 -7.619 -133 -180
Cash and cash equivalents at the end of the
period from total operations
2.14 133.719 151.372 21.630 13.031

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

1. GENERAL INFORMATION

INTRALOT S.A. – "Integrated Lottery Systems and Gaming Services", with the distinct title «INTRALOT» is a business entity that was established based on the Laws of Hellenic Republic, whose shares are traded in the Athens Stock Exchange. Reference to «INTRALOT» or the «Company» includes INTRALOT S.A. whereas reference to the «Group» includes INTRALOT S.A. and its fully consolidated subsidiaries, unless otherwise stated. The Company was established in 1992 and has its registered office in Maroussi of Attica.

INTRALOT, a public listed company, is the leading supplier of integrated gaming and transaction processing systems, innovative game content, sports betting management and interactive gaming services to statelicensed gaming organizations worldwide. Its broad portfolio of products & services, its know-how of Lottery, Betting, Racing & Video Lottery operations and its leading-edge technology, give INTRALOT a competitive advantage, which contributes directly to customers' efficiency, profitability and growth. With presence in 47 countries and states, with approximately 4.500 employees and revenues from continuing operations of €0,8 billion for 2018, INTRALOT has established its presence on all 5 major continents.

The interim financial statements of the Group and the Company for the period ended September 30, 2019 were approved by the Board of Directors on November 29, 2019.

2. NOTES TO THE INTERIM FINANCIAL STATEMENTS

2.1.1 Basis of preparation of the Financial Statements

The attached financial statements have been prepared on the historical cost basis, except for the financial assets measured at fair value through other comprehensive income and the derivative financial instruments that are measured at fair value, or at cost if the difference is not a significant amount, and on condition that the Company and the Group would continue as a going concern. The attached financial statements are presented in Euros and all values are rounded to the nearest thousand (€'000) except if indicated otherwise.

2.1.2 Statement of compliance

These financial statements for the period ended September 30, 2019 have been prepared in accordance with IAS 34 "Interim Financial Reporting". Those interim condensed financial statements do not include all the information and disclosures required by IFRS in the annual financial statements and should be read in conjunction with the Group's and Company's annual financial statements as at December 31, 2018.

2.1.3 Financial Statements

INTRALOT keeps its accounting books and records and prepares its financial statements in accordance with the International Financial Reporting Standards (IFRS) Law 4308/2014 chap. 2, 3 & 4 and current tax regulations and issues its financial statements in accordance with the International Financial Reporting Standards (IFRS). INTRALOT's Greek subsidiaries keep their accounting books and records and prepare their financial statements in accordance with GAS (L.4308/2014), the International Financial Reporting Standards (IFRS) and current tax regulations. INTRALOT's foreign subsidiaries keep their accounting books and records and prepare their financial statements in accordance with the applicable laws and regulations in their respective countries. For the

purpose of the consolidated financial statements, Group entities' financial statements are adjusted and prepared in relation to the requirements of the International Financial Reporting Standards (IFRS).

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

2.1.4 Changes in accounting policies

For the preparation of the financial statements of period ended September 30, 2019, the accounting policies adopted are consistent with those followed in the preparation of the most recent annual financial statements (December 31, 2018), except for the below mentioned adoption of new standards and interpretations applicable for fiscal periods beginning at January 1, 2019.

Standards and Interpretations compulsory for the fiscal year 2019

New standards, amendments of published standards and interpretations mandatory for accounting periods beginning on 1st January 2019. The Group's assessment of the impact of these new and amended standards and interpretations is set out below.

IFRS 16 "Leases"

(COMMISSION REGULATION (EU) No. 2017/1986 of 31st October 2017, L 291/1 - 9/11/2017)

This applies to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted if IFRS 15 "Revenue from Contracts with Customers" has also been applied.

In January 2016, the IASB issued a new accounting Standard, called IFRS 16 "Leases" that replaces IAS 17 "Leases", and related Interpretations. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor').

As for lessee, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as is required by IAS 17 and, instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognise:

(a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and

(b) depreciation of lease assets separately from interest on lease liabilities in the income statement.

As for lessor, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

The new accounting standard affected the accounting treatment of the operating leases of the Group as a lessee. The Group applied IFRS 16 since 1/1/2019, using the simplified transition method ("modified retrospective approach"), without restatement of comparative figures for prior years.

Based on the previous standard (IAS 17), the Group (as lessee) classified the leases as either financial (where the Group retained virtually all the risks and rewards of ownership) or as operating assets. Finance leases were capitalized at the beginning of the lease at the lower of the fair value of the asset and the present value of the minimum lease payments. Each rental was apportioned between the liability and the financial charges. The portion of the financing cost of the lease that accounted for interest was recognized in the income statement during the lease term, while the corresponding lease obligations were recognized under "Long term lease liabilities" and "Short term lease liabilities". Leases where a significant portion of the risks and rewards of ownership were retained by the lessor were classified as operating leases and were not capitalized, while operating leases were recognized in the Income Statement proportionally over the lease term. Any prepaid rentals were included in the "Other long term receivables" and "Trade and other short term receivables" accounts, while accrued rentals were included under "Trade and other short term liabilities".

Following the first application of IFRS 16 on 1/1/2019, the Group applied the following:

A) Leases previously classified as finance leases:

The Group did not change the pre-existing carrying amounts of tangible assets and finance lease liabilities at the application date of IFRS 16 for leases that were classified as finance leases (right-of-use assets and lease liabilities are equal to leased assets and liabilities under IAS 17). The requirements of IFRS 16 have been applied to these leases since 1 January 2019.

B) Leases previously classified as operating leases:

The Group recognized right-of-use assets and liabilities for these agreements that were previously clarified as operating ones, apart from the standard exemptions for leasing contracts with a remaining term less than twelve months at the initial standard application date, for contracts with a low value leased asset, as well as for short term contracts. The Group applied the simplified transition method ("modified retrospective approach"), based on which recognized:

a) Liability for leasing, which is measured as the present value through discounting of future rentals applying the incremental borrowing rate as of the standard initial application date, and

b) "right-of-use asset", which is recognised at an amount equal to the relevant liability for leasing, adjusted for prepayments and accrued lease payments that had been recognized in Statement of Financial Position as of 31/12/2018.

For the leases in which the Group's has rights to extend the lease or to terminate the lease, a management assessment was made, whether there is certainty that the rights will be exercised or not based on the previous experience and the business plan of the Group.

1/1/2019
Right-of-use Buildings and Installations 19.232
Tangible assets
("right-of-use assets")
Right-of-use Transport Equipment 2.412
Right-of-use machinery and equipment 72
Other long term receivables Other receivables (345)
Total Non-Current Assets 21.371
Prepaid expenses and other receivables (380)
Trade and other short term receivables Other receivables from related entities (6.076)
and other related parties
Total Current Assets (6.456)
TOTAL ASSETS 14.915
Trade and other short term liabilities Other Creditors (117)
Short term lease liabilities from third parties 220
Short term debt and lease liabilities Short term lease liabilities from other related parties 44
Total Current Liabilities 147
Long term lease liabilities from third parties 11.777
Long term lease liabilities Long term lease liabilities from related parties 2.991
Total Non-Current Liabilities 14.768
TOTAL LIABILITIES 14.915

The effect (increase / (decrease)) from the application of IFRS 16 on 1/1/2019 was as follows:

The Group had no impact on equity by the initial application of IFRS 16.

C) Reconciliation of Commitments from operating leases disclosed as at 31/12/2018 (according to IAS 17) with

Lease liabilities recognized as at 1/1/2019 (according to IFRS 16)

GROUP COMPANY
Operating lease commitments disclosed as at 31/12/2018 20.540 2.884
Weighted average incremental borrowing rate as at 1/1/2019 6,35% 6,41%
Discounted lease commitments applying incremental borrowing
rate as at 1/1/2019
16.775 2.440
Add: finance lease liabilities as at 1/1/2019 according to IAS 17 3.523 0
Less: IFRS 16 exemptions for short term leases as at 1/1/2019 -1.467 -114
Less: IFRS 16 exemptions for leases of low value assets as at 1/1/2019 -6 0
Other adjustments -270 0
Lease liabilities recognised as at 1/1/2019 18.555 2.326
Long term lease liabilities 16.565 2.325
Short term lease liabilities 1.990 0
Total lease liabilities recognised as at 1/1/2019 18.555 2.326

D) Recognition of leases in financial statements of 30/9/2019:

Following the initial recognition, the Group remeasures the right-of-use assets and depreciates them on a straight line basis through the whole leasing term. Respectively, the Group remeasures the above lease liabilities and increases/decreases them through the recognition of the relevant interest and the lease payments.

• Statement of Financial Position

Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:

RIGHT OF USE ASSETS
LAND &
BUILDINGS
TRANSPORT
EQUIPMENT
MACHINERY &
EQUIPMENT
TOTAL
Opening Balance before IFRS 16 first
application
2 48 5.546 5.596
IFRS 16 first application 19.232 2.412 72 21.716
Opening Balance after IFRS 16 first
application
19.234 2.460 5.618 27.312
Additions 5.416 443 70 5.929
Termination/expiry of contracts -260 -98 0 -358
Foreign Exchange differences 159 54 192 405
Effect from IAS 29 170 3 0 173
Transfer in between assets 3 0 0 3
Impairment/write off -3 0 0 -3
Depreciation -3.121 -815 -1.749 -5.685
Closing Balance 21.598 2.047 4.131 27.776

• Income Statement

Below amounts recognised in Income Statement:

(continuing operations) 1/1-30/9/2019
Depreciation from right of use assets 5.685
Interest expenses from lease liabilities 662
Rental expenses from short term contracts 2.635
Rental expenses from contracts of low value assets 83
Total amounts recognised in Income Statement 9.065

The positive impact on Group EBITDA for the nine months of 2019, was approximately €4,0 million, since according to IAS 17 payments from operating leases were included in EBITDA, while after the application of IFRS 16 the right-of-use assets depreciation charges and the liabilities interest charges are not included in EBITDA calculation. Finally, Group cash flows from operating activities increased in the nine months of 2019,

and respectively cash flows from financing activities decreased for an amount of approximately €3,7 million, since payments for liabilities principal and interest are classified as cash flows from financing activities.

IFRS 9 (Amendment) "Financial Instruments"

(COMMISSION REGULATION (EU) No. 2018/498 of 22nd March 2018, L 82/3 -26/3/2018)

This applies to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted. In October 2017, the IASB issued amendments in IFRS 9 "Financial Instruments" allowing companies to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss.

These amendments do not affect Group financial statements.

IAS 28 (Amendment) "Investments in Associates and Joint Ventures"

(COMMISSION REGULATION (EU) No. 2019/237 of 8 th February 2019, L 39/1 - 11/2/2019)

This applies to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted. In October 2017 the IASB issued amendments in IAS 28 "Investments in Associates and Joint Ventures" clarifying that companies account for long-term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9.

These amendments do not affect Group financial statements.

IAS 19 (Amendment) "Employee benefits"

(COMMISSION REGULATION (EU) No. 2019/402 of 13th March 2019, L 72/6 - 14/3/2019)

This applies to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted. In February 2018 the IASB issued amendments in IAS 19 "Employee benefits" that require a company to use the updated assumptions from this remeasurement to determine current service cost and net interest for the remainder of the reporting period after the change to the plan. Until now, IAS 19 did not specify how to determine these expenses for the period after the change to the plan. By requiring the use of updated assumptions, the amendments are expected to provide useful information to users of financial statements. These amendments do not significantly affect the Group's financial statements.

IFRIC 23 "Uncertainty over Income Tax Treatments"

(COMMISSION REGULATION (EU) No. 2018/1595 of 23rd October 2018, L 265/3 -24/10/2018)

This applies to annual accounting periods starting on or after 1st January 2019.

In June 2017 the IASB issued the Interpretation IFRIC 23 "Uncertainty over Income Tax Treatments" to specify how to reflect uncertainty in accounting for income taxes.

These amendments do not significantly affect the Group's financial statements.

Amendments that regard part of the annual improvement program of IASB (International Accounting Standards Board)

Annual Improvements to IFRSs 2015-2017 Cycle

(COMMISSION REGULATION (EU) No. 2019/412 of 14 th March 2019, L 73/93 - 15/3/2019)

IASB in its annual improvement program, published in December 2017 a Cycle of narrow-scope amendments to existing Standards that apply to annual accounting periods starting on or after 1st January 2019. Earlier application is permitted.

These amendments do not significantly affect the Group's financial statements.

INTRALOT Group
Interim Financial Statements for the period 1 January to 30 September 2019

IFRS 3 "Business Combinations"

The amendment clarifies that a company remeasures its previously held interest in a joint operation when it obtains control of the business.

IFRS 11 "Joint Arrangements"

The amendment clarifies that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 "Income Taxes"

The amendment clarifies that a company accounts for all income tax consequences of dividend payments in the same way.

IAS 23 "Borrowing Costs"

The amendment clarifies that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.

Standards and Interpretations compulsory after 31 December 2019

The following new standards, amendments and IFRICs have been published but are in effect for the annual fiscal period beginning the 1st of January 2020 and have not been adopted from the Group earlier.

IFRS 3 (Amendment) "Business Combinations"

This applies to annual accounting periods starting on or after 1st January 2020. Earlier application is permitted. In October 2018 the IASB issued narrow-scope amendments to IFRS 3 "Business Combinations" to improve the definition of a business. The amendments will help companies determine whether an acquisition made is of a business or a group of assets. The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. In addition to amending the wording of the definition, the Board has provided supplementary guidance. Distinguishing between a business and a group of assets is important because an acquirer recognizes goodwill only when acquiring a business.

The Group will assess the impact of the amendment on its financial statements. These amendments have not yet been endorsed by the European Union.

IAS 1 & IAS 8 (Amendments) "Clarification of "material" definition"

This applies to annual accounting periods starting on or after 1st January 2020. Earlier application is permitted. In October 2018 the IASB issued amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" regarding its definition of material to make it easier for companies to make materiality judgments. The definition of material, an important accounting concept in IFRS Standards, helps companies decide whether information should be included in their financial statements. The amendments are a response to findings that some companies experienced difficulties using the old definition when judging whether information was material for inclusion in the financial statements. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS Standards.

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

Old definition: Omissions or misstatements of items are material if they could, individually or collectively, influence the economic decisions that users make on the basis of the financial statements (IAS 1 Presentation of Financial Statements).

New definition: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.

These amendments have not yet been endorsed by the European Union.

IFRS 17 "Insurance Contracts"

This applies to annual accounting periods starting on or after 1st January 2021. Earlier application is permitted. In May 2017, the IASB issued a new accounting Standard, called IFRS 17 "Insurance Contracts" that replaces IFRS 4 "Insurance Contracts", which was brought in as an interim Standard in 2004. IFRS 4 has given companies dispensation to carry on accounting for insurance contracts using national accounting standards, resulting in a multitude of different approaches. As a consequence, it is difficult for investors to compare and contrast the financial performance of otherwise similar companies. IFRS 17 solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner, benefiting both investors and insurance companies. Insurance obligations will be accounted for using current values, instead of historical cost. The information will be updated regularly, providing more useful information to users of financial statements.

This new standard does not affect Group financial statements and has not yet been endorsed by the European Union.

Revision of the Conceptual Framework for Financial Reporting

This applies to annual accounting periods starting on or after 1st January 2020.

In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analyzes the concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting.

The Group will assess the impact of the new framework on its financial statements.

These revisions have not yet been endorsed by the European Union.

Amendments to References to the Conceptual Framework in IFRS Standards

This applies to annual accounting periods starting on or after 1st January 2020.

In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework.

The Group will assess the impact of the new framework on its financial statements.

These amendments have not yet been endorsed by the European Union.

2.1.5 EBITDA & EBIT

International Financial Reporting Standards (IFRS) do not define the content of the "EBITDA" & "EBIT". The Group taking into account the nature of its activities, defines "EBITDA" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments", "Write-off and impairment loss of assets", "Gain/(loss) from assets disposal" and "Assets depreciation and amortization". Also, the Group defines "EBIT" as "Operating Profit/(Loss) before tax" adjusted for the figures "Profit/(loss) from equity method consolidations", "Profit/(loss) on net monetary position", "Exchange Differences", "Interest and similar income", "Interest and similar expenses", "Income/(expenses) from participations and investments" ,"Write-off and impairment loss of assets" and "Gain/(loss) from assets disposal".

Reconciliation of operating profit before tax to EBIT and GROUP
EBITDA (continuing operations): 1/1-30/9/2019 1/1-30/9/2018
Operating profit/(loss) before tax -2.348 30.745
Profit/(loss) on net monetary position -386 -48
Profit/(loss) equity method consolidation -3.489 1.520
Foreign exchange differences -6.172 -10.558
Interest and similar income -4.141 -6.518
Interest and similar expenses 40.195 37.920
Income / (expenses) from participations and investments -10.755 -2.570
Gain / (loss) from assets disposal, impairment losses & write-off of
assets
3.940 266
EBIT 16.844 50.757
Depreciation and amortization 61.928 47.371
EBITDA 78.772 98.128
Reconciliation of operating profit before tax to EBIT and COMPANY
EBITDA (continuing operations): 1/1-30/9/2019 1/1-30/9/2018
Operating profit/(loss) before tax -26.555 -5.890
Foreign exchange differences -526 298
Interest and similar income -2.467 -3.579
Interest and similar expenses 14.285 12.408
Income / (expenses) from participations and investments -8.986 -10.444
Gain / (loss) from assets disposal, impairment losses & write-off of
assets
7 0
EBIT -24.242 -7.207
Depreciation and amortization 14.369 10.154
EBITDA -9.873 2.947

Project EBITDA of the Company

For the calculation of the project EBITDA of the Company, the direct costs of the projects are allocated directly to the projects for which they are carried out. Payroll costs related to the Company's production segments are recorded in "Cost of Sales" and are allocated to projects based on man effort at Company level. "Distribution Expenses" and "Administration Expenses" are monitored per project and allocated to them based on man effort at Company level. "Research and Development Expenses" are allocated to the projects in proportion to the revenues of each project in the total revenue of the Company. Furthermore, for the calculation of the Company's "Gross" results per project, the relevant depreciation of tangible and intangible assets are accounted and the allocated operating "Distribution", "Administration" and "Research and Development" expenses are deducted. In cases where the hours of work are redistributed from one project to another then the costs of disposal, administration and research and development are calculated accordingly.

2.1.6 Significant accounting judgments estimates and assumptions

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the amounts of revenues, expenses, assets liabilities and disclosures of contingent liabilities that included in the financial statements. On an ongoing basis, management evaluates its judgements, estimates and assumptions that mainly refer to goodwill impairment, allowance for doubtful receivables – expected credit losses, provision for staff retirement indemnities, provision for impairment of inventories value, impairment of tangible and intangible assets as well as estimation of their useful lives, recognition of revenue and expenses, pending legal cases, provision for income tax and recoverability of deferred tax assets. These judgements, estimates and assumptions are based on historical experience and other factors including expectations of future events that are considered reasonable under the circumstances.

The key judgements, estimates and assumptions concerning the future and other key sources of uncertainty at the reporting date of the interim condensed financial statements for the period ended on September 30, 2019 and have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are consistent with those applied and were valid at the reporting date of the annual financial statements December 31, 2018.

2.1.7 Seasonality and cyclicality of operations

The Group revenue can fluctuate due to seasonality in some components of the worldwide operations. In particular, the majority of the Group sports betting revenue is generated from bets placed on European football, which has an off-season in the European summer that typically causes a corresponding periodic decrease in the Group revenue. In addition, Group revenue from lotteries can be somewhat dependent on the size of jackpots of lottery games during the relevant period. The Group revenue may also be affected by the scheduling of major football events that do not occur annually, notably the FIFA World Cup and UEFA European Championships, and by the performance of certain teams within specific tournaments, particularly where the national football teams, in the markets where the Group earns the majority of its revenue, fail to qualify for the World Cup. Furthermore, the cancellation or curtailment of significant sporting events, for example due to adverse weather, traffic or transport disruption or civil disturbances, may also affect Group revenue. This information is provided to allow for a better understanding of the revenue, however, Group management has concluded that this is not "highly seasonal" in accordance with IAS 34.

2.2 INFORMATION PER SEGMENT

Intralot Group manages in 47 countries and states an expanded portfolio of contracts and gaming licenses. The grouping of the Group companies is based on the geographical location in which they are established. The financial results of the Group are presented in the following operating geographic segments based on the geographic location of the Group companies:

European Union: Greece, Italy, Malta, Cyprus, Poland, Luxembourg, Spain, United Kingdom, Nederland, Romania,
Bulgaria, Germany, Slovakia, Croatia and Republic of Ireland.
Other Europe: Russia, Moldova.
America: USA, Peru, Brazil, Argentina, Mexico, Jamaica, Chile, Colombia, Guatemala, Dominican Republic,
Uruguay, and St. Lucia.
Australia, New Zealand, China, South Africa, Turkey, South Korea, Lebanon, Azerbaijan, Taiwan
Other Countries: and Morocco.

No operating segments have been added.

The following information is based on the internal financial reports provided to the manager responsible for taking decisions who is the CEO. The performance of the segments is evaluated based on the sales and profit/(loss) before tax. The Group applies the same accounting policies for the financial results of the above segments as those of the consolidated financial statements. The transactions between segments are realized within the natural conditions present in the Group with similar way to that with third parties. The intragroup transactions are eliminated in group level and are included in the column "Eliminations".

Scheduled United Kingdom leave from the European Union (BREXIT)

The Group expects the final agreement on the leave of the United Kingdom from the European Union (BREXIT) to assess any impact. It is noted that the Group does not have any significant commercial activity in the United Kingdom except for bank facilities agreements through its subsidiary Intralot Finance UK Ltd.

Interim Financial Statements for the period 1 January to 30 September 2019

1/1-30/9/2019
(in million €)
European
Union
Other
Europe
America Other
Countries
Eliminations Total
Sales to third parties 331,45 0,00 150,03 74,09 0,00 555,57
Intragroup sales 35,25 0,00 0,31 0,20 -35,76 0,00
Total Sales 366,70 0,00 150,34 74,29 -35,76 555,57
Gross Profit/(loss) 34,60 -1,37 24,18 55,59 -9,75 103,25
(Debit)/Credit interest & similar (expenses)/income -33,91 0,15 -5,04 1,39 1,36 -36,05
Depreciation/Amortization -34,56 -1,51 -23,43 -4,46 2,03 -61,93
Profit/(loss) consolidated with equity method 4,57 0,00 1,83 -2,91 0,00 3,49
Write-off & impairment of assets -0,01 0,01 -0,49 -3,44 0,00 -3,93
Write-off & impairment of investments -7,79 0,00 0,00 0,00 7,79 0,00
Doubtful provisions, write-off & impairment of receivables -2,60 0,00 -1,68 -0,52 3,78 -1,02
Reversal of doubtful provisions & recovery of written off receivables 0,20 0,00 0,00 0,02 -0,20 0,02
Reversal of provisions for participations impairment 0,00 0,00 0,00 0,00 0,00 0,00
Profit/(Loss) before tax and continuing operations 6,23 -1,82 4,21 17,91 -28,88 -2,35
Tax -6,51 0,03 -2,06 -6,72 0,00 -15,26
Profit/(Loss) after tax from continuing operations -0,28 -1,79 2,15 11,19 -28,88 -17,61
Profit/(Loss) after tax from discontinued operations 0,00 0,00 0,00 0,00 5,28 5,28
Profit/(Loss) after tax from total operations -0,28 -1,79 2,15 11,19 -23,60 -12,33
1/1-30/9/2018
(in million €)
European
Union
Other
Europe
America Other
Countries
Eliminations Total
Sales to third parties 362,92 1,34 152,10 80,33 0,00 596,69
Intragroup sales 37,08 0,00 0,30 0,04 -37,42 0,00
Total Sales 400,00 1,34 152,40 80,37 -37,42 596,69
Gross Profit/(loss) 54,04 -0,37 17,52 60,32 -7,31 124,20
(Debit)/Credit interest & similar (expenses)/income -31,67 0,16 -3,63 3,04 0,70 -31,40
Depreciation/Amortization -25,66 -1,13 -16,77 -5,83 2,02 -47,37
Profit/(loss) consolidated with equity method -0,89 0,00 1,41 -2,04 0,00 -1,52
Write-off & impairment of assets -0,12 0,00 -0,12 0,00 0,00 -0,24
Write-off & impairment of investments -0,30 0,00 -0,02 0,00 0,32 0,00
Doubtful provisions, write-off & impairment of receivables 4,02 0,00 -0,23 -0,52 -3,84 -0,57
Profit/(Loss) before tax and continuing operations 49,53 -0,35 0,11 44,88 -63,42 30,75
Tax -3,03 -0,14 -3,34 -10,55 0,00 -17,06
Profit/(Loss) after tax from continuing operations 46,50 -0,49 -3,23 34,33 -63,42 13,69
Profit/(Loss) after tax from discontinued operations -2,69 0,00 0,00 9,93 1,00 8,24
Profit/(Loss) after tax from total operations 43,81 -0,49 -3,23 44,26 -62,42 21,93
Sales per business activity
(continuing operations)
(in thousand €)
30/9/2019
30/9/2018
change
Licensed operations 339.629 377.638 -10,06%
Management contracts 58.191 65.381 -11,00%
Technology and support services 157.751 153.675 2,65%
Total 555.571 596.694 -6,89%

The sales of the above business activities are coming from all geographical segments.

Sales per business activity

Licensed operations Management contracts Technology and support services

Sales per product type
(continuing operations)
30/9/2019
30/9/2018
Lottery games 42,9% 40,6%
Sports Betting 44,1% 45,1%
IT products & services 6,1% 8,2%
Racing 2,6% 2,2%
Video Lottery Terminals 4,3% 3,9%
Total 100% 100%
Revenue Net of Payout (GGR)
per business activity
(continuing operations)
(in thousand €) 30/9/2019 30/9/2018 μεταβολή
Licensed operations 102.087 109.860 -7,08%
Management contracts 58.191 65.381 -11,00%
Technology and support services 157.751 153.676 2,65%
Total 318.029 328.917 -3,31%

Revenue Net of Payout (GGR) per business activity

2.3 OTHER OPERATING INCOME

GROUP COMPANY
(continuing operations) 30/9/2019 30/9/2018 30/9/2019 30/9/2018
Income from rents from third parties 10.112 8.594 0 0
Income from rents from subsidiaries 0 0 56 90
Income from uncollected winnings 298 530 0 0
Income from reversal of doubtful provisions
and proceeds for written off receivables
from third parties
22 0 0 0
Income from reversal of doubtful provisions
and proceeds for written off receivables
from subsidiaries
0 0 204 0
Other income 3.095 1.753 82 32
Other income from affiliates 18 54 0 0
Total 13.545 10.931 342 122

2.4 INCOME TAX

GROUP (continuing operations) 30/9/2019 30/9/2018
Current income tax 11.580 16.273
Deferred income tax -995 188
Tax audit differences and other taxes non-deductible 4.672 594
Total income tax expense reported in income
statement
15.257 17.055

The income tax expense for the Company and its Greek subsidiaries was calculated to 28% and 29% on the taxable profit of the periods 1/1-30/9/2019 and 1/1-30/9/2018 respectively.

The deferred income tax for the Company and its Greek subsidiaries was calculated using the gradually decreasing rates from 28% to 25% for tax years 2019-2022, pursuant to Law 4579/2018.

COMPANY 30/9/2019 30/9/2018
Current income tax 0 0
Deferred income tax -27 400
Tax audit differences and other taxes non-deductible 2.128 14
Total income tax expense reported in income
statement
2.101 414

2.5 INCOME / (EXPENSES) FROM PARTICIPATIONS AND INVESTMENTS

(continuing operations) GROUP COMPANY
30/9/2019 30/9/2018 30/9/2019 30/9/2018
Income from dividends 2.321 2.813 16.612 10.463
Gain from sale of participations and
investments 1
8.434 138 0 0
Total income from participations
and investments
10.755 2.951 16.612 10.463
Loss from sale of participations and
investments
0 -381 0 -19
Loss from impairment / write-offs of
participations and investments 1
0 0 -7.626 0
Total expenses from
participations and investments
0 -381 -7.626 -19
Net result from participations
and investments
10.755 2.570 8.986 10.444

1Group includes gain and loss from bonds buy backs (note 2.17), as well as gain from selling our participation in Hellenic Lotteries S.A. (note 2.12).

2.6 GAIN / (LOSS) FROM ASSETS DISPOSAL, IMPAIRMENT LOSS & WRITE OFF OF ASSETS

GROUP COMPANY
(continuing operations) 30/9/2019 30/9/2018 30/9/2019 30/9/2018
Gain from disposal of tangible and
intangible assets
105 32 4 0
Loss from disposal of tangible and -123 -57 -12 0

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

intangible assets
Loss from impairment and write-off of
tangible and intangible assets 1
-3.928 -241 0 0
Gain from write off of lease liability 364 0 54 0
Loss from write off of rights use of
assets
-358 0 -53 0
Net result from tangible and
intangible assets
-3.940 -266 -7 0

¹ The Group on 30/9/2019 includes impairment provision of goodwill in subsidiary Inteltek A.S. (note 2.10) of €3.037 thousand following the award of the competition of Iddaa game, that completed in the first quarter of 2019, to another bidder. Inteltek A.S., has been running Iddaa game from 2004 until 28/08/2019.

2.7 OTHER OPERATING EXPENSES

GROUP COMPANY
(continuing operations) 30/9/2019 30/9/2018 30/9/2019 30/9/2018
Impairment, write-off and provisions for
doubtful debt
1.019 565 175 1.320
Provisions for contractual fines-penalties 3.534 2.216 0 0
Provision for personnel dismissal
allowances of Inteltek Internet A.S.
3.146 0 0 0
Other expense 816 767 378 123
Total 8.515 3.548 553 1.443

Analysis of the account "Impairment, write-off and provisions for doubtful debt":

GROUP COMPANY
(continuing operations) 30/9/2019 30/9/2018 30/9/2019 30/9/2018
Provisions for doubtful receivables from
affiliates
0 0 158 1.320
Provisions for doubtful receivables from
receivables (third parties)
998 458 0 0
Write-off of receivables from receivables
(third parties)
21 102 0 0
Write-off of receivables from affiliates 0 0 17 0
Write-off of receivables from other
related parties
0 5 0 0
Total 1.019 565 175 1.320

2.8 INTEREST AND SIMILAR EXPENSES / INTEREST AND SIMILAR INCOME

GROUP COMPANY
(continuing operations) 30/9/2019 30/9/2018 30/9/2019 30/9/2018
Interest Expense 1 -38.331 -36.873 -14.289 -12.639
Finance costs -1.406 -1.006 4 231
Discounting -458 -41 0 0
Total Interest and similar expenses -40.195 -37.920 -14.285 -12.408
Interest Income 3.844 5.514 2.467 3.579
Discounting 297 1.004 0 0
Total Interest and similar Income 4.141 6.518 2.467 3.579
Net Interest and similar Income /
(Expenses)
-36.054 -31.402 -11.818 -8.829

¹ Including the amortized costs, expenses and fees of banking institutions in connection with the issue of bond and syndicated loans, as well as repurchase of bond loans costs.

2.9 FOREIGN EXCHANGE DIFFERENCES

The Group reported in the Income Statement of the first half of 2019 profit from «Exchange differences» amount to €6.172 thousand (2018: gain €10.558 thousand) mainly from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had, as at 30/9/2019, with a different functional currency than the Group, from valuation of cash balances in foreign currency other than the functional currency of each entity, as well as from

valuation of trade receivables (from third parties and associates) mainly in USD that held by the Company on 30/9/2019.

2.10 TANGIBLE AND INTANGIBLE ASSETS

Acquisitions and disposals of tangible and intangible assets:

During the nine months of 2019, the Group acquired tangible (owner occupied) and intangible assets with acquisition cost €45.518 thousand (discontinued operations €508 thousand), (nine months 2018: €70.868 thousand – discontinued operations €562 thousand).

Also, during the nine months of 2019, the Group disposed tangible (owner occupied) and intangible assets with a net book value of €2.729 thousand (nine months 2018: €374 thousand – discontinued operations €1 thousand), making a net loss amounting to €18 thousand (nine months 2018: net loss €25 thousand), which was recorded in the account "Gain/(loss) from assets disposal, impairment loss & write-off of assets".

Right–of–use-Assets pursuant to IFRS 16 first time adoption:

The Group recognized as at 1/1/2019, Right–of–use-Assets (RoU Assets) of amount to €21.716 thousand pursuant to IFRS 16 first time application (note 2.1.4).

Write-offs and impairment of tangible and intangible assets:

During the nine months of 2019, the Group proceeded to writes-offs and impairments of tangible (owner-occupied) and intangible assets with a net book value of €3.935 thousand (discontinued operations €7 thousand) - (nine months 2018: €246 thousand – discontinued operations €25 thousand), which were recorded in the account "Profit / (loss) from assets disposal, impairment loss & write-off of assets".

Exchange differences on valuation of tangible and intangible assets:

The net book value of tangible (owner-occupied and investment) and intangible assets of the Group increased in the nine months of 2019 due to foreign exchange valuation differences by €3,3 million. Restatement of tangible and intangible fixed assets into current measuring units (IAS 29): The net book value of the Group's tangible (own used and investing) and intangible assets increased by €1.519 thousand in the nine months 2019 due to a recalculation in current measuring units pursuant to IAS 29 "Financial Reporting in Hyperinflationary Economies".

Tangible Assets include Right-of-Use-Assets (RoU Assets) through Leases pursuant to IFRS 16:

RIGHT OF USE ASSETS
LAND &
BUILDINGS
TRANSPORT
EQUIPMENT
MACHINERY &
EQUIPMENT
TOTAL
Opening Balance before IFRS
16 first application
2 48 5.546 5.596
IFRS 16 first application 19.232 2.412 72 21.716
Opening Balance after IFRS 16
first application
19.234 2.460 5.618 27.312
Additions 5.416 443 70 5.929
Termination/expiry of contracts -260 -98 0 -358
Foreign Exchange differences 159 54 192 405
Effect from IAS 29 170 3 0 173
Transfer in between assets 3 0 0 3
Impairment/write off -3 0 0 -3
Depreciation -3.121 -815 -1.749 -5.685
Closing Balance 21.598 2.047 4.131 27.776

Goodwill and Intangible assets with indefinite useful life impairment test

Management tests goodwill for impairment annually (December 31) or more frequently if events occur or changes in conditions indicate that the carrying value may have been reduced in accordance with accounting practice described in note 2.1.6 «Business Combination and Goodwill» of the annual Financial Statements of December 31, 2018.

The Group tested goodwill for impairment on 31/12/2018 and the key assumptions that are used for the determination of the recoverable amount are disclosed below.

The Group, through its Turkish subsidiary Inteltek Internet AS, submitted on 11/2/2019 and 13/2/2019 offers to the Turkish State Organization Spor Toto tender for the management of sports betting for 10 years. Early March 2019, Inteltek internet AS was notified that the tender of Turkish State Organization Spor Toto was concluded and the tender was awarded to the other bidder. Inteltek Internet AS has been active in Turkey's sports betting market from 2004 until 28/8/2019. During the subsidiary Inteltek Internet AS acquisition goodwill impairment test as of 31/12/2018, and taking into account the final outcome of the above tender, the Group recognized a relevant provision of impairment of €14.429 thousand, since the recoverable amount of the entity based on the value in use calculations until the expiration of the current contract on 28/8/2019 was less than the carrying amount of the entity. The remaining value of Inteltek Internet A.S. acquisition goodwill as of 31/12/2018 was €3.291 thousand (30/6/2019: €3.037 after the relevant valuation in Euro). On 30/6/2019 goodwill was retested for impairment and additional impairment provision of €3.037 thousand recognized, writing off fully the remaining value.

The recoverable amounts of cash generating units have been determined based on value in use calculations using appropriate estimates regarding future cash flows and discount rates.

Specifically, goodwill arising on consolidation of acquired subsidiaries and intangible assets with indefinite useful life are allocated to the following cash generating units (CGU) by geographical area. Goodwill impairment testing is performed on subsidiary level.

CGU Goodwill Intangible assets with indefinite
useful life
30/9/2019 ¹ 31/12/2018 30/9/2019 31/12/2018
European Union 19.600 23.437 2.300 2.300
America 563 820 27 29
Other countries 6.873 10.267 0 0
Total 27.036 34.524 2.327 2.329

Carrying amount:

¹ Νet decrease in goodwill during the nine months of 2019 by €7.488 thousand is caused by the impairment provision of €3.037 thousand of Inteltek Internet A.S., the sale of Totolotek by €3.850 thousand, as well as the foreign currency translation losses of €601 thousand by goodwill valuation from foreign subsidiaries acquisitions, that made by the Group in the past, with a functional currency other than Euro.

Key assumptions:

The recoverable amount of each CGU is determined according to the calculations of value in use. The determination is obtained by the present value of estimated future cash flows expected to be generated by each CGU (discounted cash flow method - DCF). The cash flows are derived from the most recent approved by the management budgets for the next three years and do not include estimated future cash inflows or outflows expected to arise from future restructurings or from improving or enhancing the asset's performance which is tested for impairment. The expected cash flow projections beyond the period covered by the most recent budgets is estimated by extrapolating the projections based on the budgets, using a steady or declining growth rate for subsequent years, which does not exceed the longterm average growth rate for products, industries, countries in which the Group operates, or for the market in which the asset is used. The Group makes estimates beyond the period of three years where it has signed revenue contracts beyond three years as well as in cases where management believes that based on market data and renewals track record of the Group, the renewal of the relevant contracts beyond the three year period is very possible. Cash flow projections are based on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the asset, giving greater weight to external evidence. Management assesses the reasonableness of the assumptions underlying the current cash flow projections by examining the causes of differences between past cash flow projections and actual cash flows. Management also ensures that the assumptions on which its current cash flow projections are based are consistent with past actual outcomes, provided that subsequent events or circumstances that did not exist when those actual cash flows were generated make this appropriate.

The value in use for CGUs affected (has sensitivity) of the following key factors (assumptions):

  • Sales
  • Growth rate in perpetuity (Perpetual Growth Rates), and
  • Discount rates

Sales:

Sales projections are derived from estimates of local management of various subsidiaries. These projections are based on careful assessments of various factors, such as past performance, estimates of growth of the local market, competition - if exists, possible changes in the institutional framework governing the gambling market, the economic situation of the gambling industry and the market in general, new opportunities such as lotteries privatizations, etc.

Sales growth rate:

CGU 2018 2017
European Union 0,0% - 5,2% -0,9% - 5,4%
Other Europe n/a n/a
America 0,0% - 22,6% 0,0% - 33,7%
Other countries 0,0% - 44,5% 0,0% - 3,6%

Growth rate in perpetuity

The factors taken into account for the calculation of the growth rate in perpetuity derive from external sources and include among others, the level of maturity of each market, the existence of barriers to entry for competitors, the economic situation of the market, existing competition and technology trends.

Growth rate in perpetuity:

CGU 2018 2017
European Union 0,0% - 2,0% 0,0% - 2,0%
Other Europe n/a n/a
America 4,0% 2,0%
Other countries 0,0% - 10,0% 0,0% - 2,0%

Discount rates:

The discount rates represent the current market assessments of the risks personalized for each CGU, having made the necessary adjustments for the time value of money and possible risks specific to any assets that have not been included in the cash flow projections. The calculation of discount rates based on specific conditions under which the Group and its operating segments operate and calculated through the weighted average cost of capital method (WACC). The WACC takes into account both debt and equity. The cost of equity derives from the expected return that Group investors have for their

investment. The Cost of debt is based on the interest rate of the loans that the Group must facilitate. The specific risk of each country is incorporated by implementing individualized sensitivity factors «beta» (beta factors). The sensitivity factors «beta» are evaluated annually based on published market data.

Discount rates:

CGU 2018 2017
European Union 7,5% - 8,9% 6,6% - 7,3%
Other Europe n/a n/a
America 24,8% - 24,8% 21,7% - 21,7%
Other countries 0,0% - 22,5% 14,3% - 15,1%

Recoverable amount sensitivity analysis:

On 31/12/2018, the Group analyzed the sensitivity of the recoverable amounts in a reasonable and possible change of some of the basic assumptions (such as the change of half (0,5) of a percentage point to the growth rate in perpetuity and the change of the discount rates of a (1,0) percentage point). This analysis does not show a situation in which the carrying amount of the Group's significant CGUs exceeds their recoverable amount. Regarding Inteltek Internet AS, the change of a percentage point to sales growth rate for the period 1/1-28/8/2019 would result in a further reduction of goodwill of amount to €171 thous..

2.11 INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

GROUP INVESTMENT IN
ASSOCIATES AND JOINT VENTURES
%
Participation
Country 30/9/2019 31/12/2018
Lotrich Information Co LTD 40% Taiwan 7.327 5.836
Goreward LTD Group 38,84% China 24.132 27.332
Gamenet Group SpA 20% Italy 78.619 77.652
Intralot de Peru SAC 20% Peru 16.451 15.635
Karenia Enterprises Co Ltd 50% Cyprus 6.733 6.742
Other 1 1
Total 133.263 133.198
GROUP INVESTMENT IN ASSOCIATES AND JOINT VENTURES 30/9/2019 31/12/2018
Opening Balance before the application of IFRS 9 133.198 135.763
Effect from the application of IFRS 9 0 -1.150
Opening Balance after the application of IFRS 9 133.198 134.613
Participation on net profit / (loss) of associates and joint ventures 3.489 -18.309
Additions/acquisitions 0 6.426
Foreign exchange differences 1.580 -265
Impairment/Reverse of Impairment 1 0 16.000
Dividends -5.146 -5.272
Other 142 5
133.198

1The Group on 31/12/2018 includes a reversal of a provision of €16.000 thousand which relates to a relative estimation of decrease in the recoverable amount of the participation in the associate entity Gamenet Group S.p.A. which was recognized the previous year. The reversal was made in accordance with IAS 36 para. 110, as following the acquisition of GoldBet (note 2.20.A.III) in October 2018, the value of the participation in the associate entity Gamenet Group S.p.A. increased significantly. The valuation of the participation was carried out by an external independent valuator.

COMPANY INVESTMENT IN
ASSOCIATES AND JOINT VENTURES
%
Participation
Country 30/9/2019 31/12/2018
Lotrich Information Co LTD
Intralot De Peru SAC
40%
20%
Taiwan
Peru
5.131
5.528
5.131
5.528
Total 10.659 10.659
COMPANY INVESTMENT IN
SUBSIDIARIES
%
Participation
Country 30/9/2019 31/12/2018
Intralot Holdings International LTD 100% Cyprus 4.464 4.464
Betting Company S.A. 95% Greece 139 139
Inteltek Internet AS 20% Turkey 3.609 11.031

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

Intralot Global Securities BV 100,00% Nederland 55.636 55.636
Intralot Global Holdings BV 0,002% Nederland 37.268 37.268
Intralot Iberia Holdings SA 100% Spain 5.638 5.638
Other 452 322
Total 117.957 125.249
Grand Total 128.616 135.908
COMPANY INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES
30/9/2019 31/12/2018
Opening Balance 135.908 141.500
Provisions/ reversals of provisions for impairment of subsidiaries1
Increase/Reversal of subsidiary capital
-7.626
334
-4.200
-1.392

¹ The Group on 30/6/2019 includes impairment provision of goodwill in subsidiary Inteltek A.S. amounts to €7,4 million (fourth quarter of 2018: €4,2 million) following the award of the competition of Iddaa game, that completed in the first quarter of 2019, to another bidder. Inteltek A.S., has been running Iddaa game from 2004 until 28/08/2019.

2.12 OTHER FINANCIAL ASSETS

The other financial assets that have been classified by the Group as "equity instruments at fair value through other comprehensive income" and as "debt instruments at amortized cost" are analyzed below:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Opening Balance 16.679 22.438 1.213 1.243
Purchases 0 672 0 0
Return of capital -2.328 -3.130 -2.328 0
Sales -15.417 -827 -168 0
Exchange of shares with software 0 -4.400 0 0
Fair value revaluation 1.497 2.150 1.325 -30
Foreign exchange differences -29 -224 0 0
Closing balance 402 16.679 42 1.213
Quoted securities 402 770 42 30
Unquoted securities 1 2 0 15.909 0 1.183
Total 402 16.679 42 1.213
Long-term Financial Assets 2 402 16.042 42 1.213
Short-term Financial Assets 1 0 637 0 0
Total 402 16.679 42 1.213

¹ In Group, "Unquoted securities" and "Short-Term Financial Assets" include bank term deposits of €165 thousand with a maturity of more than 3 months, pursuant to IAS 7, paragraph 7 as at 31/12/2018.

² In Group, "Unquoted securities" and "Long-Term Financial Assets" include investment of 16,5% of Hellenic Lotteries SA which is accounted pursuant to IFRS 9. The book value of the investment as at 31/12/2018 was €14.561.

During the nine months of 2019, the Group gain arising from the valuation at fair value of the above financial assets amount to €1.497 thousand (2018: gain €2.262 thousand) are analyzed in gains amount to €1.474 thousand (2018: gain €2.186 thousand) reported in particular equity reserves (revaluation reserve) and in gains amount to €23 thousand (2018: gain €76 thousand) reported in the income statement. Respectively for the Company, gains amount to €1.325 thousand (2018: gain €31 thousand) are analyzed in gain amount to €1.325 thousand (2018: gain €31 thousand) that were reported in particular equity reserves (revaluation reserve).

For investments that are actively traded in organized financial markets, the fair value is determined by reference to the closing price at the reporting date. For investments where there is no corresponding market price, fair value is determined by reference to the current market value of another instrument that is substantially the same or estimated based on expected cash flows of the net assets underlying the investment or acquisition value.

On July 23, 2019, INTRALOT announced that its 100% subsidiary "INTRALOT Lotteries Limited" has signed a binding MOU with OPAP to transfer all of its shares in "Hellenic Lotteries S.A." (i.e. 511.500 shares or 16,5% of the total) to "OPAP Investment Limited", for a consideration of Euro Twenty Million (€20.000.000), i.e. €39,1006842619 per share. The transaction was closed by the end of the third quarter of 2019 with the signing of the definitive Share Purchase Agreement upon completion of all regulatory and existing Shareholder Agreement requirements, as well as the payment of the above consideration. At the shares transfer the Group recognised gain of €5.439 thousand that classified in Income statement under the line "Income/(expenses) from participations and investments". In addition, according to the MOU, Hellenic Lotteries SA signed with INTRALOT SA an amendment to the existing services provision agreement under renegotiated terms & conditions.

2.13 INVENTORIES

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Merchandise – Equipment 35.832 32.681 16.784 14.831
Other 3.760 14.438 0 0
Total 39.592 47.119 16.784 14.831
Provisions for impairment -1.510 -1.536 0 0
Total 38.082 45.583 16.784 14.831

The burden on the nine month results of 2019, from disposals/usage and provision of inventories for the Group amounts to €7.150 thousand (nine months of 2018: €3.480 thousand) while for the Company amounts to €3.895 thousand (nine months of 2018: €3.160 thousand) and is included in "Cost of Sales".

Reconciliation of changes in GROUP COMPANY
inventories provision for impairment 30/9/2019 31/12/2018 30/9/2019 31/12/2018
Opening balance for the period -1.536 -1.538 0 0
Foreign exchange differences 26 2 0 0
Closing balance for the period -1.510 -1.536 0 0

There are no liens on inventories.

2.14 CASH AND CASH EQUIVALENTS

Bank current accounts are either non-interest bearing or interest bearing and yield income at the daily bank interest rates. The short term deposits are made for periods from one day to three months depending on the Group's cash requirements and yield income at the applicable prevailing interest rates.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Cash and bank current accounts 133.003 161.935 21.630 33.146
Short term time deposits /
investments (cash equivalents)
716 526 0 0
Total 133.719 162.461 21.630 33.146

2.15 SHARE CAPITAL, TREASURY SHARES AND RESERVES

Share Capital

Total number of authorized shares 30/9/2019 31/12/2018
Ordinary shares of nominal value €0,30 each 156.961.721 156.961.721
Issued and fully paid shares Ordinary Shares €'000
Balance January 1, 2018 158.961.721 47.689
Share capital decrease by cancelation of treasury -2.000.000 -600
shares
Balance December 31, 2018 156.961.721 47.089
Issue of new shares 0 0
Balance September 30, 2019 156.961.721 47.089

On 16/5/2018 the Shareholder's Annual General Meeting approved the decrease of the share capital of the Company by 2.000.000 shares (€600 thousand) with corresponding cancellation of 2.000.000 own shares.

Treasury Shares

Share buyback program 11.6.2014 - 11.6.2018:

The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 11.6.2014, as amended by the resolution of the Shareholder's Annual General Meeting of 19.5.2015 and 18.5.2017, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, for the time period of 24 months with effect from 11.06.2014 and until 11.06.2018, with a minimum price of €1,00 and maximum price of €12,00. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it. The above programme was cancelled with a relevant decision of the Shareholder's Annual General Meeting on 16.5.2018.

Share buyback program 16.5.2018 - 16.5.2020:

The Company, according to article 16, C.L. 2190/1920, article 4.1.4.2 of the regulation of ATHEX and based on the resolution of the Shareholder's Annual General Meeting on 16.5.2018, has approved a treasury shares buy-back program from the Company, of up to 10% of the paid share capital, including treasury shares which might have been acquired and held by the Company (on 16/5/2018 amounted 748.661 treasury shares that is 0,48% of the share capital following the cancelation of 2.000.000 treasury shares and a relevant decrease in the share capital of the Company as approved by the Shareholder's Annual General Meeting for a period of 24 months with effect from 16.5.2018 and until 16.5.2020, with a minimum price of €0,30 and maximum price of €12,00 cancelling the previous programme that was about to end on 11.6.2018. It has also been approved that the treasury shares which will eventually be acquired may be held for future acquisition of shares of another company or be distributed to the Company's employees or the staff of a company related with it.

During 2018, the Company purchased 9.218.779 treasury shares (5,87% of the Company's share capital) at an average price of €0,93 per share, totalling €8.589 thousand. Until 30/9/2019 the Company had 9.200.033 treasury shares (5,86% of the company's share capital) with average price €0,93 per share, with total price of €8.528 thousand subtracting 2.000.000 treasury shares (1,27% of the share capital of the Company) at an average purchase price of €1,10, that were cancelled from the Shareholder's Annual General Meeting of 16.05.2018.

GROUP COMPANY
Number of
ordinary shares
€ '000 Number of ordinary
shares
€ '000
Balance December 31, 2017 1.981.254 2.149 1.981.254 2.149
Repurchase of treasury shares 9.218.779 8.589 9.218.779 8.589
Cancellation of treasury shares -2.000.000 -2.210 -2.000.000 -2.210
Balance December 31, 2018 9.200.033 8.528 9.200.033 8.528
Repurchase of treasury shares 0 0 0 0
Balance September 30, 2019 9.200.033 8.528 9.200.033 8.528

Reserves

Foreign exchange differences reserve

This reserve is used to report the exchange differences arising from the translation of foreign subsidiaries' financial statements. The balance of this reserve in the Group on 30/9/2019 was €-84,1 million (31/12/2018: €-88,0 million). The Group had a total net gain which was reported in the statement of comprehensive income from the change in the fair value reserve during the nine months of 2019 amounting to €1,4 million, out of which gain of €3,8 million is attributable to the owners of the parent and a loss of €2,4 million to non-controlling interest. The above total net loss for the nine months of 2019 comes mainly from the positive fluctuation of the USD and the negative fluctuation of TRY, ARS and CNY against the EUR.

Alongside, in 30/6/2019, a cumulative gain of €562 thousand was reclassified / recycled from the "Foreign exchange differences reserve" to "Profit / (loss) after tax from discontinued operations" due to the signature of contract for the sale of the subsidiary Totolotek SA.

Respectively, in the fourth quarter of 2018, a cumulative loss of €1.327 thousand was reclassified / recycled from the "Foreign exchange differences reserve" to "Profit / (loss) after tax from discontinued operations" due to the sale of the subsidiary Azerinteltek AS.

The main exchange rates of abroad subsidiaries financial statements conversion were:

Statement of Financial Position:

30/9/2019 31/12/2018 Change
EUR / USD 1,09 1,15 -5,22%
EUR / AUD 1,61 1,62 -0,62%
EUR / TRY 6,15 6,06 1,49%
EUR / PEN 3,67 3,86 -4,92%
EUR / ARS 62,75 43,1 45,59%
EUR / PLN 4,38 4,3 1,86%
EUR / BRL 4,53 4,44 2,03%

Income Statement:

Avg. 1/1-
30/9/2019
Avg. 1/1-
30/9/2018
Change
EUR / USD 1,12 1,19 -5,88%
EUR / AUD 1,61 1,58 1,90%
EUR / TRY 6,34 5,51 15,06%
EUR / PEN 3,74 3,90 -4,10%
EUR / ARS1 62,75 29,76 110,85%
EUR / PLN 4,30 4,25 1,18%
EUR / BRL 4,36 4,30 1,40%

1The Income Statement of the first nine months of 2019 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 30/9/2019 instead of the Avg. 1/1-30/9/2019 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.

Other Reserves

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Statutory reserve 24.433 24.795 15.896 15.896
Extraordinary reserves 1.740 1.689 1.456 1.456
Tax free and specially taxed reserves 40.734 40.813 38.091 38.091
Treasury shares reserve 5 5 5 5
Actuarial differences reserve -145 -145 -119 -119
Hedging reserve 0 0 0 0
Revaluation reserve -34 -2.195 -156 -2.204
Total 66.733 64.962 55.173 53.125

Analysis of changes in other comprehensive income by category of reserves

GROUP
1/1-30/9/2019
Reserve
from
Actuarial
Differences
Revaluation
reserve
Hedging
reserve
Foreign
exchange
differences
reserve
Retained
earnings
Total Non
controlling
interest
Grand
total
Defined benefit plans revaluation of
subsidiaries and parent company
-4 32 28 38 66
Revaluation of defined benefit plans of
associates and joint ventures
-79 -79 -79
Valuation of assets at fair value
through other comprehensive income,
of subsidiaries and parent company
1.475 1.475 -1 1.474
Foreign exchange differences on
consolidation of subsidiaries
2.252 2.252 -2.393 -141
Share of foreign exchange differences
on consolidation of associates and
joint ventures
1.580 1.580 1.580
Other comprehensive income /
(expenses) after tax
-4 1.475 0 3.832 -47 5.256 -2.356 2.900
Reserve Foreign Non
GROUP
1/1-30/9/2018
from
Actuarial
Revaluation
reserve
Hedging
reserve
exchange
differences
Retained
Earnings
Total controlling
interest
Grand
total
Defined benefit plans revaluation of Differences reserve -9 -9 -10 -19
subsidiaries and parent company
Defined benefit plans revaluation of
associates and joint ventures
-105 -105 -105
Valuation of assets measured at fair
value through other comprehensive
income, of subsidiaries and parent
2.214 2.214 -1 2.213
company
Derivative valuation of subsidiaries
18 18 18
and parent company
Foreign exchange differences on
consolidation of subsidiaries
-19.586 -19.586 -8.281 -27.867
Share of foreign exchange differences
on consolidation of associates and
joint ventures
-428 -428 -428

Analysis of changes in other comprehensive income by category of reserves

COMPANY
1/1-30/9/2019
Revaluation
reserve
Hedging
reserve
Total
Valuation of assets measured at fair value through other
comprehensive income
1.325 1.325
Other comprehensive income / (expenses) after tax 1.325 0
1.325
COMPANY
1/1-30/9/2018
Revaluation
reserve
Hedging
reserve
Total
Valuation of assets measured at fair value through other
comprehensive income
31 31
Valuation of derivatives 18 18

2.16 DIVIDENDS

GROUP COMPANY
Declared dividends of ordinary shares: 30/9/2019 31/12/2018 30/9/2019 31/12/2018
Final dividend of 2012 0 680 0 0
Final dividend of 2016 0 512 0 0
Final dividend of 2017 0 24.442 0 0
Interim dividend of 2018 0 13.580 0 0
Final dividend of 2018 28.357 0 0 0
Interim dividend of 2019 5.950 0 0 0
Dividend per statement of changes in
equity
34.307 39.214 0 0

Paid Dividends on ordinary shares:

During the nine months of 2019 dividends paid on ordinary shares, aggregated €36.352 thousand (2018: €31.475 thousand).

2.17 DEBT

Long term loans and lease liabilities:

GROUP COMPANY
Currency Interest rate 30/9/2019 31/12/2018 30/9/2019 31/12/2018
Facility A
(€250,0 million)
EUR 6,75% 246.553 249.308 0 0
Facility B
(€500,0 million)
EUR 5,25% 488.456 493.364 0 0
Intercompany Loans 0 0 275.378 286.380
Other 22.133 36.488 0 0
Total Loans (long term and short term)
before repurchasing
757.142 779.160 275.378 286.380
Less: Payable during the next year -14.827 -38.929 0 0
Repurchase of Facility B -9.769 -4.934 0 0
Long term loans after repurchasing 732.546 735.297 275.378 286.380
Long term lease liablilities 1 13.102 1.797 1.638 0
Total long term debt (loans and lease
liabilities)
745.648 737.094 277.016 286.380

1 In the Group and the Company as at 30/9/2019 included Long term lease liabilities from other related parties amount to €3.419 thousand and €1.323 thousand respectively.

Short term loans and lease liabilities:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Facility A (€250,0 million) 418 4.652 0 0
Facility B (€500,0 million) 504 7.235 0 0
Intercompany loans 0 0 0 0
Other 14.014 27.135 0 0
Short term loans before repurchasing 14.936 39.022 0 0
Repurchasing Facility B -109 -93 0 0

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

Short term loans after repurchasing 14.827 38.929 0 0
Short term lease liabilities 1 7.213 1.726 716 0
Total short term debt (loans and lease
liabilities)
22.040 40.655 716 0

1In the Group and the Company as at 30/9/2019 included Short term lease liabilities from other related parties amount to €1.149 thousand and €469 thousand respectively.

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Total debt (loans and lease liabilities) 767.688 777.749 277.732 286.380
  • Facility A: Ιn September 2016, Intralot Capital Luxembourg, issued Senior Notes with a nominal value of €250 million, guaranteed by the parent company and subsidiaries of the Group, due 15 September 2021. The Notes were offered at an issue price of 100,000%. Interest is payable semi-annually at an annual fixed nominal coupon of 6,75%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring additional debt with respect to total Net Debt to EBITDA (EBITDA/ "Consolidated Cash Flow") (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge Coverage ratio >2,00).
  • Facility B: Ιn September 2017, Intralot Capital Luxembourg issued Senior Notes with a nominal value of €500,0 million, guaranteed by the parent company and subsidiaries of the Group, due 15 September 2024. The Notes were offered at an issue price of 100,000%. Interest is payable semi-annually at an annual fixed nominal coupon of 5,25%. The Notes are trading on the Luxembourg Stock Exchanges Euro MTF Market. The Notes bear the Group financial covenants for incurring additional debt with respect to total Net Debt to EBITDA (EBITDA/ "Consolidated Cash Flow") (Senior Leverage ratio <3,75), and financial expenses coverage ratio (Fixed Charge Coverage ratio >2,00). The Group proceeded to the repurchase of bonds from the open market with nominal value of €5,0 million during 2018, €5,0 million during the third quarter of 2019, as well as €16,2 million during the fourth quarter of 2019 and up to the date of approval of the interim financial statements of 30/9/2019, forming the total outstanding nominal amount at €473,8 million.

The Group under the Senior Notes (Facility A & B) terms will be able to incur additional debt so long as on a pro forma basis its consolidated fixed charge coverage ratio is at least 2,00 (30/9/2019: approx. 2,60 in pro forma basis from the application of IFRS 16), and will be able to incur additional senior debt as long as on a pro forma basis its consolidated senior leverage ratio is not more than 3,75 (30/9/2019: approx. 5,45 in pro forma basis from the application of IFRS 16). Furthermore to the above, the Group can incur additional debt from specific baskets.

The Company, the subsidiaries of the Group or other related parties, or agents on its or their behalf, may from time to time purchase and/or re-sell bonds of the Group (Facility A & B) in one or more series of open-market transactions from time to time. The Group does not intend to disclose the extent of any such purchase or re-sale otherwise than in accordance with any legal or regulatory obligation the Group may have to do so.

Other facilities:

• Facility C: In December 2017 Intralot Finance UK Ltd signed a loan agreement guaranteed by the parent and subsidiaries of the Group amounting to €15 million as term loan. The Group utilised this facility in February 2018. Loan agreement matures on 10/05/2019 and bears a floating rate (Euribor) plus a 2,75% margin. The abovementioned loan does not have financial covenants and was fully repaid the first half of 2019.

  • Facility D: In December 2017 and in February 2018 Intralot Finance UK Ltd signed loan agreement guaranteed by the parent and subsidiaries of the Group amounting €80 million as revolving facility. The Group had not utilised the above revolving facility which were also cancelled during the second and third quarter of 2019.
  • Facility E: Intralot Inc., Group subsidiary in USA, has a credit facility with Bank of America amounting up to \$40 million. The outstanding balance as of 30/9/2019 was \$12,9 million. The facility may be used for additional liquidity support to tap new opportunities in Lottery and sports betting in the US.

Reconciliation of liabilities arising from financing activities:

Non cash adjustments
GROUP Balance
31/12/2018
Cash
flows
Effect from
IFRS 16
application
1/1/2019
Accrued
interest
Foreign
exchange
differences &
IAS 29 effect
Transfers Purchases of
fixed assets
under
leases/contract
cancellation
Discontinued
Operations
Repurchas
e results
Balance
30/9/2019
Long term loans 735.297 -4.375 0 563 308 3.231 0 0 -2.478 732.546
Short term loans 38.929 -54.639 0 36.146 628 -3.231 0 -3.006 0 14.827
Long term lease
liabilities
1.797 -4.718 14.768 657 -144 -4.753 5.495 0 0 13.102
Short term lease
liabilities
1.726 -232 264 4 698 4.753 0 0 0 7.213
Total liabilities
from financing
activities
777.749 -63.964 15.032 37.370 1.490 0 5.495 -3.006 -2.478 767.688
Non cash adjustments
GROUP Balance
31/12/2017
Cash
flows
Accrued
interest
Foreign
exchange
differences
Transfers Issuing
Purchases of fixed
costs/Repurchase
assets under leases
results
Balance
31/12/2018
Long term loans 727.988 17.631 0 243 -10.687 0 122 735.297
Short term loans 17.927 -37.566 47.860 242 10.687 0 -221 38.929
Long term lease
liabilities
1.389 -1.478 0 70 0 1.816 0 1.797
Short term lease
liabilities
1.418 -711 109 53 0 857 0 1.726
Total liabilities from
financing activities
748.722 -22.124 47.969 608 0 2.673 -99 777.749

2.18 SHARED BASED BENEFITS

The Group had no active option plan during the nine months of 2019.

2.19 FINANCIAL ASSETS AND LIABILITIES

The financial assets and liabilities of the Group, excluding cash and cash equivalents are analyzed as follows:

30/9/2019 GROUP
Financial assets: Debt
instruments
at
amortized
cost
Equity
instruments at
fair value through
other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 80.690 0 0 80.690
Provisions for doubtful
receivables
-13.122 0 0 -13.122
Receivables from related parties 17.425 0 0 17.425
Provisions for doubtful
receivables
-6.724 0 0 -6.724
Pledged bank deposits 405 0 0 405
Tax receivables 18.914 0 0 18.914
Prepaid expenses and other
receivable
34.203 0 0 34.203
Provisions for doubtful
receivables
-3.922 0 0 -3.922
Other quoted financial assets 0 402 0 402
Other unquoted financial assets 0 0 0 0
Total 127.869 402 0 128.271
Long term 4.053 402 0 4.455
Short term 123.816 0 0 123.816
Total 127.869 402 0 128.271
31/12/2018 GROUP
Financial assets: Debt
instruments
at
amortized
cost
Equity
instruments at
fair value through
other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 82.275 0 0 82.275
Provisions for doubtful
receivables
-12.420 0 0 -12.420
Receivables from related parties 22.495 0 0 22.495
Provisions for doubtful
receivables
-6.736 0 0 -6.736
Pledged bank deposits 389 0 0 389
Tax receivables 18.682 0 0 18.682
Prepaid expenses and other
receivable
41.906 0 0 41.906
Provisions for doubtful
receivables
-3.895 0 0 -3.895
Other quoted financial assets 472 298 0 770
Other unquoted financial assets 165 15.744 0 15.909
Total 143.333 16.042 0 159.375
Long term 8.832 16.042 0 24.874
Short term 134.501 0 0 134.501
Total 143.333 16.042 0 159.375

Interim Financial Statements for the period 1 January to 30 September 2019

30/9/2019
Financial liabilities
Financial
liabilities
measured at
amortized
cost
GROUP
Financial
liabilities at
fair value
through profit
and loss
Financial
liabilities at fair
value through
other
comprehensive
Total
Creditors 31.662 0 income
0
31.662
Payables to related parties 6.594 0 0 6.594
Other liabilities 66.715 0 0 66.715
Borrowing and lease
liabilities
767.688 0 0 767.688
Total 872.659 0 0 872.659
Long term
Short term
747.407
125.252
0
0
0
0
747.407
125.252
Total 872.659 0 0 872.659
31/12/2018 GROUP
Financial liabilities Financial
liabilities
measured at
amortized
cost
Financial
liabilities at
fair value
through profit
and loss
Financial
liabilities at fair
value through
other
comprehensive
income
Total
Creditors 43.168 0 0 43.168
Payables to related parties 10.480 0 0 10.480
Other liabilities 45.388 0 0 45.388
Borrowing and lease
liabilities
777.749 0 0 777.749
Total 876.785 0 0 876.785
Long term
Short term
739.350
137.435
0
0
0
0
739.350
137.435
Total 876.785 0 0 876.785

Below is the analysis of the financial assets and liabilities of the Company excluding cash and cash equivalents:

30/9/2019 COMPANY
Financial assets: Debt
instruments
at amortized
cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 42.048 0 0 42.048
Provisions for doubtful receivables -6.734 0 0 -6.734
Receivables from related parties 68.432 0 0 68.432
Provisions for doubtful receivables -31.759 0 0 -31.759
Pledged bank deposits 157 0 0 157
Tax receivables 8.664 0 0 8.664
Prepaid expenses and other
receivable
8.271 0 0 8.271
Provisions for doubtful receivables -778 0 0 -778
Other quoted financial assets 0 42 0 42
Other unquoted financial assets 0 0 0 0
Total 88.301 42 0 88.343
Long term 120 42 0 162
Short term 88.181 0 0 88.181
Total 88.301 42 0 88.343

Interim Financial Statements for the period 1 January to 30 September 2019

31/12/2018 COMPANY
Financial assets: Debt
instruments
at amortized
cost
Equity
instruments at
fair value
through other
comprehensive
income
Derivative
financial
assets at fair
value through
other
comprehensive
income
Total
Trade receivables 40.129 0 0 40.129
Provisions for doubtful receivables -6.734 0 0 -6.734
Receivables from related parties 92.893 0 0 92.893
Provisions for doubtful receivables -34.696 0 0 -34.696
Pledged bank deposits 159 0 0 159
Tax receivables 6.232 0 0 6.232
Prepaid expenses and other
receivable
13.701 0 0 13.701
Provisions for doubtful receivables -1.168 0 0 -1.168
Other quoted financial assets 0 30 0 30
Other unquoted financial assets 0 1.183 0 1.183
Total 110.516 1.213 0 111.729
Long term 146 1.213 0 1.359
Short term 110.370 0 0 110.370
Total 110.516 1.213 0 111.729
30/9/2019 COMPANY
Financial liabilities Financial
liabilities
measured at
amortized cost
Financial
liabilities at fair
value through
profit and loss
Financial liabilities
at fair value
through other
comprehensive
income
Total
Creditors 8.585 0 0 8.585
Payables to related parties 23.349 0 0 23.349
Other liabilities 7.127 0 0 7.127
Borrowing and lease liabilities 277.732 0 0 277.732
Total 316.793 0 0 316.793
Long term 277.217 0 0 277.217
Short term 39.576 0 0 39.576
Total 316.793 0 0 316.793
31/12/2018 COMPANY
Financial liabilities Financial
liabilities
measured at
amortized cost
Financial
liabilities at fair
value through
profit and loss
Financial liabilities
at fair value
through other
comprehensive
income
Total
Creditors 13.138 0 0 13.138
Payables to related parties 29.370 0 0 29.370
Other liabilities 3.041 0 0 3.041
Borrowing and lease liabilities 286.380 0 0 286.380
Total 331.929 0 0 331.929
Long term 286.653 0 0 286.653
Short term 45.276 0 0 45.276
Total 331.929 0 0 331.929

Estimated fair value

Below is a comparison by category of carrying amounts and fair values of financial assets and liabilities of the Group and the Company as at September 30, 2019 and December 31, 2018:

Interim Financial Statements for the period 1 January to 30 September 2019

GROUP
Carrying Amount Fair Value
Financial Assets 30/9/2019 31/12/2018 30/9/2019 31/12/2018
Other long-term financial assets -
classified as "equity instruments at
fair value through other
comprehensive income "
402 16.042 402 16.042
Other long-term receivables 4.053 8.832 4.053 8.832
Trade and other short-term
receivables
123.816 133.864 123.816 133.864
Other short-term financial assets
classified as "debt instruments at
amortized cost"
0 637 0 634
Cash and cash equivalents 133.719 162.461 133.719 162.461
Total 261.990 321.836 261.990 321.833
Financial Liabilities
Long-term loans 732.546 735.297 414.197 511.163
Other long-term liabilities 1.759 2.256 1.759 2.256
Long term lease liabilities 13.102 1.797 13.102 1.797
Trade and other short term payables 103.212 96.780 103.212 96.780
Short-term loans and lease liabilities 22.040 40.655 21.711 37.092
Total 872.659 876.785 553.981 649.088
COMPANY
Carrying Amount Fair Value
Financial Assets 30/9/2019 31/12/2018 30/9/2019 31/12/2018
Other long-term financial assets -
classified as "equity instruments at
fair value through other
comprehensive income "
42 1.213 42 1.213
Other long-term receivables 120 146 120 146
Trade and other short-term
receivables
88.181 110.370 88.181 110.370
Cash and cash equivalents 21.630 33.146 21.630 33.146
Total 109.973 144.875 109.973 144.875
Financial Liabilities
Long-term loans 275.378 286.380 275.378 286.380
Other long-term liabilities 201 273 201 273
Long term lease liabilities 1.638 0 1.638 0
Trade and other short term payables 38.860 45.276 38.860 45.276
Short term loans and lease liabilities 716 0 716 0
Total 316.793 331.929 316.793 331.929

The management estimated that the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates their fair value, primarily because of their short term maturities.

Fair value hierarchy

The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making these measurements. The levels of the fair value hierarchy are as follows:

Level 1: official quoted prices (unadjusted) in markets with significant volume of transactions for similar assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group and the Company held on 30/9/2019 the following assets and liabilities measured at fair value:

Fair Value
Fair value hierarchy
GROUP 30/9/2019 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 402 402 0 0
other comprehensive income"
- Quoted securities 402 402 0 0
- Unquoted securities 0 0 0 0
Other financial assets classified as "debt 0 0 0 0
instruments at amortized cost"
- Quoted securities 0 0 0 0
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0
Fair Value Fair value hierarchy
COMPANY 30/9/2019 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 42 42 0 0
other comprehensive income"
- Quoted securities 42 42 0 0
- Unquoted securities 0 0 0 0
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0

During 2019 there were no transfers between Level 1 and Level 2 of the fair value hierarchy, no transfers to and from Level 3.

The Group and the Company held on 31/12/2018 the following assets and liabilities measured at fair value:

Fair Value Fair value hierarchy
GROUP 31/12/2018 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 16.042 298 0 15.744
other comprehensive income"
- Quoted securities 298 298 0 0
- Unquoted securities 15.744 0 0 15.744
Other financial assets classified as "debt
instruments at amortized cost"
637 0 0 637
- Quoted securities 472 0 0 472
- Unquoted securities 165 0 0 165
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0

Interim Financial Statements for the period 1 January to 30 September 2019

Fair Value Fair value hierarchy
COMPANY 31/12/2018 Level 1 Level 2 Level 3
Financial assets measured at fair value
Other financial assets classified as
"equity instruments at fair value through 1.213 30 0 1.183
other comprehensive income"
- Quoted securities 30 30 0 0
- Unquoted securities 1.183 0 0 1.183
Derivative financial instruments 0 0 0 0
Financial liabilities measured at fair value
Derivative financial instruments 0 0 0 0

During 2018 there were no transfers between Level 1 and 2 in the hierarchy of fair value or transfer in and out of Level 3.

Reconciliation for recurring fair value measurements classified in the 3rd level of the fair value hierarchy:

Unquoted securities GROUP COMPANY
Balance 1/1/2018 20.838 1.183
Period purchases 175 0
Fair value revaluation 2.437 0
Exchange shares with software -4.400 0
Return of capital -3.130 0
Foreign exchange differences -11 0
Balance 31/12/2018 15.909 1.183
Sales -14.887 -168
Fair value revaluation 1.313 1.313
Return of capital -2.328 -2.328
Foreign exchange differences -7 0
Balance 30/9/2019 0 0
Quoted securities GROUP COMPANY
Balance 1/1/2018 914 0
Fair value revaluation 90 0
Period purchases 497 0
Sales -815 0
Foreign exchange differences -214 0
Balance 31/12/2018 472 0
Fair value revaluation 22 0
Sales -472 0
Foreign exchange differences -22 0

Valuation methods and assumptions

The fair value of the financial assets and liabilities is the amount at which the asset could be sold or the liability transferred in a current transaction between market participants, other than in a forced or liquidation sale.

The following methods and assumptions are used to estimate the fair values:

  • Fair value of the quoted shares (classified as "equity instruments at fair value through other comprehensive income") derives from quoted market closing prices in active markets at the reporting date.
  • Fair value of the unquoted shares (classified as "equity instruments at fair value through other comprehensive income") is estimated by reference to the current market value of another item substantially similar or using a DCF model. The valuation through the DCF model requires management to make certain assumptions about the model inputs, including forecast

cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.

  • Fair value of the quoted bonds is based on price quotations at the reporting date. The fair value of unquoted instruments, loans from banks and other financial liabilities, obligations under leases, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.
  • The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps, currency swaps and other derivatives in order to hedge risks related to interest rates and foreign currency fluctuations. Such derivative financial instruments are measured at fair value at each reporting date. The fair value of these derivatives is measured mainly by reference of the market value and is verified by the financial institutions.

Description of significant unobservable inputs to valuation:

The fair value of unquoted shares (classified as "equity instruments at fair value through other comprehensive income ") except that it is sensitive to a reasonably possible change in forecasted cash flows and the discount rate, is also sensitive to a reasonably possible change in growth rates. The valuation requires management to use unobservable inputs in the model, of which the most significant are disclosed in the tables below. The management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

Unquoted shares (classified as "equity instruments at fair value through other comprehensive income ")

Valuation
method
Significant unobservable inputs Range
(Weighted Average)
31/12/2018
31/12/2017
Sales growth rate 0.0% - 0.0%
(0.0%)
0.0% - 6.0%
(1.1%)
DCF Growth rate beyond budgets period 0.0% - 0.0%
(0.0%)
0.0% - 1.0%
(0.9%)
Discount rates (WACC) 10.4% - 10.4%
(10.4%)
5.8% - 15.4%
(14.9%)

Sensitivity analysis of recoverable amounts:

On 31/12/2018, the Group analyzed the sensitivity of recoverable amounts in a reasonable and possible change in any of the above significant unobservable inputs (i.e. the change of one percentage point in the growth rate beyond the budgets period and discount rates). This analysis did not indicate a situation in which the carrying value of the Group's significant investments in unquoted shares exceeds their recoverable amount.

2.20 SUPPLEMENTARY INFORMATION

A. BUSINESS COMBINATION AND METHOD OF CONSOLIDATION

The companies included in the consolidation, with the relevant addresses and the relevant participation percentages are the following:

I. Full consolidation Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
INTRALOT S.A. Maroussi, Greece Holding company /
Technology and
support services
Parent Parent -
3. BETTING COMPANY S.A. Maroussi, Greece Technology and support services 95% 5% 100%
23. BETTING CYPRUS LTD Nicosia, Cyprus Technology and support services 100% 100%
INTRALOT IBERIA HOLDINGS SA Madrid, Spain Holding company 100% 100%
27. INTRALOT JAMAICA LTD Kingston, Jamaica Technology and support services 100% 100%
27. INTRALOT TURKEY A.S. Istanbul, Turkey Technology and support services 50% 49,99% 99,99%
27. INTRALOT DE MEXICO LTD Mexico City, Mexico Technology and support services 99,8% 99,8%
27. INTRALOT CHILE SPA Santiago, Chile Technology and support services 100% 100%
27. INTELTEK INTERNET AS Istanbul, Turkey Management contracts 20% 25% 45%
POLDIN LTD Warsaw, Poland Technology and support services 100% 100%
ATROPOS S.A. Maroussi, Greece Technology and support services 100% 100%
INTRALOT SERVICES S.A. Paiania, Greece Technology and support services 100% 100%
INTRALOT ADRIATIC DOO Zagreb, Croatia Technology and support services 100% 100%
BILYONER INTERAKTIF HIZMELTER AS GROUP Istanbul, Turkey Management contracts 50,01% 50,01%
INTRALOT MAROC S.A. Casablanca, Morocco Management contracts 99,83% 99,83%
2. GAMING SOLUTIONS INTERNATIONAL LTDA Bogota, Colombia Management contracts 99% 1% 100%
INTRALOT INTERACTIVE S.A. Maroussi, Greece Technology and support services 100% 100%
INTRALOT GLOBAL SECURITIES B.V. Amsterdam, Netherlands Holding company 100% 100%
1. INTRALOT CAPITAL LUXEMBOURG S.A. Luxembourg, Luxembourg Financial services 100% 100%
1,2,3,4. INTRALOT GLOBAL HOLDINGS B.V. Amsterdam, Netherlands Holding company 100% 100%
5. INTRALOT INC Atlanta, USA Technology and support services 100% 100%
12. DC09 LLC Wilmington, USA Technology and support services 49% 49%
5. INTRALOT AUSTRALIA PTY LTD Melbourne, Australia Technology and support services 100% 100%
26. INTRALOT GAMING SERVICES PTY Melbourne, Australia Technology and support services 100% 100%
5. ILOT CAPITAL UK LTD Hertfordshire, United Kingdom Financial services 0,02% 99,98% 100%
5. ILOT INVESTMENT UK LTD Hertfordshire, United Kingdom Financial services 0,02% 99,98% 100%
5. INTRALOT NEDERLAND B.V. Amsterdam, Netherlands Technology and support services 100% 100%
34. INTRALOT BENELUX B.V. Amsterdam, Netherlands Technology and support services 100% 100%
5. LOTROM S.A. Bucharest, Romania Management contracts 84% 84%
5. INTRALOT BEIJING Co LTD Beijing, China Technology and support services 100% 100%
I. Full consolidation Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
5. TECNO ACCION S.A. Buenos Aires, Argentina Technology and support services 50,01% 50,01%
5. TECNO ACCION SALTA S.A. Buenos Aires, Argentina Licensed operations 50,01% 50,01%
5. MALTCO LOTTERIES LTD Valetta, Malta Licensed operations 73% 73%
5. INTRALOT NEW ZEALAND LTD Wellington, New Zealand Technology and support services 100% 100%
5. INTRALOT DO BRAZIL LTDA Sao Paulo, Brazil Licensed operations 80% 80%
14. OLTP LTDA Rio de Janeiro, Brazil Licensed operations 80% 80%
5. INTRALOT GERMANY GMBH Munich, Germany Technology and support services 100% 100%
5. INTRALOT SOUTH KOREA S.A. Seoul, S. Korea Technology and support services 100% 100%
5. INTRALOT FINANCE UK LTD London, United Kingdom Financial services 100% 100%
5,3. INTRALOT ASIA PACIFIC LTD Hong Kong, China Technology and support services 31,87% 68,13% 100%
5. WHITE EAGLE INVESTMENTS LTD Hertfordshire, United Kingdom Holding company 100% 100%
5. BETA RIAL Sp.Zoo Warsaw, Poland Holding company 100% 100%
5. POLLOT Sp.Zoo Warsaw, Poland Holding company 100% 100%
15,16,17 TOTOLOTEK S.A. Warsaw, Poland Licensed operations 99,27% 99,27%
5. INTRALOT SLOVAKIA SPOL. S.R.O. Bratislava, Slovakia Technology and support services 100% 100%
5. NIKANTRO HOLDINGS Co LTD Nicosia, Cyprus Holding company 100% 100%
19. LOTERIA MOLDOVEI S.A. Chisinau, Moldova Licensed operations 47,90% 32,85% 80,75%
5. INTRALOT BETTING OPERATIONS (CYPRUS) LTD Nicosia, Cyprus Holding company 54,95% 54,95%
5,6. ROYAL HIGHGATE LTD Nicosia, Cyprus Licensed operations 35,08% 35,08%
5. INTRALOT LEASING NEDERLAND B.V. Amsterdam, Netherland Financial services 100% 100%
5. INTRALOT IRELAND LTD Dublin, Ireland Technology and support services 100% 100%
5. BILOT INVESTMENT LTD Sofia, Bulgaria Holding company 100% 100%
11. EUROBET LTD Sofia, Bulgaria Licensed operations 49% 49%
13. EUROBET TRADING LTD Sofia, Bulgaria Trading company 49% 49%
13. ICS S.A. Sofia, Bulgaria Licensed operations 49% 49%
5. INTRALOT GLOBAL OPERATIONS B.V. Amsterdam, Netherland Technology and support services 100% 100%
5. GARDAN LTD Majuro, Marshall Islands Technology and support services 100% 100%
5,2. GAMEWAY LTD Valletta, Malta Technology and support services 100% 100%
5. INTRALOT ITALIAN INVESTMENTS B.V. Amsterdam, Netherlands Holding company 100% 100%
5. BIT8 LTD Valletta, Malta Technology and support services 100% 100%
5. INTRALOT CYPRUS GLOBAL ASSETS LTD Nicosia, Cyprus Holding company 100% 100%
8. INTRALOT OOO Moscow, Russia Management contracts 100% 100%
8. INTRALOT ST. LUCIA LTD Castries, Santa Lucia Holding company 100% 100%
9. INTRALOT GUATEMALA S.A. Guatemala City, Guatemala Holding company 100% 100%
10. LOTERIAS Y APUESTAS DE GUATEMALA S.A. Guatemala City, Guatemala Technology and support services 51% 51%

Interim Financial Statements for the period 1 January to 30 September 2019

I. Full consolidation Domicile Nature of business % Direct
Part'n
% Indirect
Part'n
% Total
Part'n
ΙΝTRALOT HOLDINGS INTERNATIONAL LTD Nicosia, Cyprus Holding company 100% 100%
2. INTRALOT INTERNATIONAL LTD Nicosia, Cyprus Technology and support services 100% 100%
3. INTRALOT OPERATIONS LTD Nicosia, Cyprus Technology and support services 100% 100%
2,4. NETMAN SRL Bucharest, Romania Management contracts 100% 100%
2. BILOT EOOD Sofia, Bulgaria Holding company 100% 100%
20. EUROFOOTBALL LTD Sofia, Bulgaria Licensed operations 49% 49%
2. INTRALOT TECHNOLOGIES LTD Nicosia, Cyprus Technology and support services 100% 100%
2,22. INTRALOT LOTTERIES LTD Nicosia, Cyprus Holding company 0,01% 99,99% 100%
2. INTRALOT BUSINESS DEVELOPMENT LTD Nicosia, Cyprus Technology and support services 100% 100%
2,4. GAMING SOLUTIONS INTERNATIONAL SAC Lima, Peru Licensed operations 100% 100%
2. NAFIROL S.A. Montevideo, Uruguay Technology and support services 100% 100%
2. LEBANESE GAMES S.A.L Beirut, Lebanon Technology and support services 99,99% 99,99%
2. INTRALOT HONG KONG HOLDINGS LTD Hong Kong, China Holding company 100% 100%
3. ENTERGAMING LTD Alderney, Guernsey Licensed operations 100% 100%
2. INTRALOT BETTING OPERATIONS RUSSIA LTD Nicosia, Cyprus Holding company 100% 100%

% Indirect % Total
II. Equity method Domicile Nature of business Part'n Part'n
LOTRICH INFORMATION Co LTD Taipei, Taiwan Technology and support services 40% 40%
INTRALOT SOUTH AFRICA LTD Johannesburg, S. Africa Technology and support services 45% 45%
2,3. GOREWARD LTD Taipei, Taiwan Holding company 38,84% 38,84%
29. GOREWARD INVESTMENTS LTD Taipei, Taiwan Holding company 38,84% 38,84%
29. PRECIOUS SUCCESS LTD GROUP Hong Kong, China Licensed operations 19,03% 19,03%
29. GAIN ADVANCE GROUP LTD Hong Kong, China Holding company 38,84% 38,84%
29. OASIS RICH INTERNATIONAL LTD Taipei, Taiwan Technology and support services 38,84% 38,84%
30. WUSHENG COMPUTER TECHNOLOGY
(SHANGHAI) CO LTD
Shanghai, China Technology and support services 38,84% 38,84%
2. UNICLIC LTD Nicosia, Cyprus Holding company 50% 50%
25. DOWA LTD Nicosia, Cyprus Holding company 30% 30%
7. GAMENET GROUP S.p.A.2 Rome, Italy Holding company 20% 20%
24. GAMENET S.p.A. Rome, Italy Licensed operations 20% 20%
31. INTRALOT ITALIA S.p.A ¹ Rome, Italy Licensed operations 20% 20%
31. GAMENET ENTERTAINMENT S.R.L. Rome, Italy Licensed operations 20% 20%
32. EASY PLAY S.R.L. Rome, Italy Licensed operations 10,20% 10,20%
32. LA CHANCE S.R.L. Rome, Italy Licensed operations 20% 20%

Interim Financial Statements for the period 1 January to 30 September 2019

% Direct % Indirect % Total
II. Equity method Domicile Nature of business Part'n Part'n Part'n
31. TOPPLAY S.R.L. Rome, Italy Licensed operations 20% 20%
31. GNETWORK S.R.L. Rome, Italy Licensed operations 20% 20%
31. BILLIONS ITALIA S.R.L. Rome, Italy Licensed operations 10,20% 10,20%
31. JOLLY VIDEOGIOCHI S.R.L. Rome, Italy Licensed operations 16,98% 16,98%
33. ROSILSPORT S.R.L. Milan, Italy Technology and support services 12,74% 12,74%
31. NEW MATIC S.R.L. Rome, Italy Licensed operations 10,20% 10,20%
31. AGESOFT S.R.L. Rome, Italy Technology and support services 12% 12%
31. GOLDBET S.p.A. ¹ Rome, Italy Licensed operations 20% 20%
24. THINKABOUT S.R.L. Rome, Italy Technology and support services 8,75% 8,75%
5. KARENIA ENTERPRISES COMPANY LTD Nicosia, Cyprus Holding company 50% 50%
INTRALOT DE PERU SAC Lima, Peru Licensed operations 20% 20%
Subsidiary of the company:
1: Intralot Global Securities BV 10: Intralot Guatemala S.A. 19: Nikantro Holdings Co LTD 28: Inteltek Internet AS
2: Intralot Holdings International LTD 11: Bilot Investment Ltd 20: Bilot EOOD 29: Goreward LTD
3: Intralot International LTD 12: Intralot Inc 21: Eurofootball LTD 30: Oasis Rich International LTD
4: Intralot Operations LTD 13: Eurobet Ltd 22: Intralot Technologies LTD 31: Gamenet S.p.A.
5: Intralot Global Holdings BV 14: Intralot Do Brazil LTDA 23: Betting Company S.A. 32: Gamenet Entertainment S.R.L.
6: Intralot Betting Operations(Cyprus) LTD 15: Pollot Sp.Zoo 24:
Gamenet Group S.p.A.
33: Jolly Videogiochi S.R.L.
7: Intralot Italian Investments B.V. 16: White Eagle Investments LTD 25: Uniclic LTD 34: Intralot Nederland BV
8: Intralot Cyprus Global Assets LTD 17: Beta
Rial
Sp.Zoo.
26: Intralot Australia PTY LTD
9: Intralot St. Lucia LTD 18: Intralot Capital Luxemburg S.A. 27: Intralot Iberia Holdings S.A.

¹ As at 1/1/2019, the associate company Intralot Italia S.p.A. (20%) absorbed GoldBet S.p.A. (100% subsidiary of Gamenet S.p.A.). As at 1/5/2019 the associate company Intralot Italia S.p.A was renamed to GoldBet S.p.A..

2 The Group consolidated on 30/9/2019 the Gamenet Group S.p.A. using the equity method and the financial statements for the period 1/10/2018-30/6/2019 pursuant to IAS 28 paragraph 34, as the preparation and approval deadlines for the financial statements of Gamenet Group S.p.A. are later than those of the Intralot Group. Gamenet Group S.p.A. consolidates for the first time Goldbet S.p.A. as at 1/10/2018 after the completion of the acquisition. Intralot Group consolidates for the first time in the financial statement of the first quarter of 2019 pursuant to IAS 28 paragraph 34.

The standalone annual financial statements of the most important subsidiaries of the Group (not listed on a stock exchange) are posted on the INTRALOT website (www.intralot.com) pursuant to article 1 of the Board of Directors' decision 8/754 / 14.04.2016 of the Hellenic Capital Market Commission.

The entities Loteria Moldovei S.A., Gameway Ltd, Intralot De Mexico Ltd, Intralot Services S.A., Intralot OOO and Gain Advance Group LTD are under liquidation process.

On 30/9/2019, the Group or its subsidiaries did not have any significant contractual or statutory restrictions on their ability to access or use the assets and settle the liabilities of the Group.

The following United Kingdom subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the statutory audit of individual company accounts by virtue of Section 479A of that Act:

Intralot Finance UK Ltd (company number 6451119) White Eagle Investments Limited (company number 3450868) Ilot Capital UK Limited (company number 9614324) Ilot Investments UK Ltd (company number 9614271)

However, Intralot Finance UK Ltd has been audited in 2018 for IFRS Group reporting purposes.

III. Acquisitions

Goldbet - Italy

On July 24, 2018, the associate entity Gamenet Group S.p.A. (20%) announced that signed a binding contract for the acquisition of 100% of the share capital of GoldBet S.r.l. ("GoldBet"), an authorized gaming and betting company in Italy, that operates a retail network of 990 betting shops rights and holds the concession to collect online games and bets, including via mobile platforms. On October 9, 2018, announced that completed the acquisition GoldBet, (which, on the same day, was transformed into GoldBet S.p.A.).

GoldBet ended 2017 with EBITDA of €41 million, EBIT €35 million, Net Income of €23 million and generated an EBITDA for the period of 12 months ended June 30, 2018 of €54 million. The purchase price of the acquisition was equal to approximately €273 million. Of this amount, approximately €242 million, net of certain costs incurred by the seller, was paid in cash on the closing date, with the remaining €31 million to be paid subsequently, as a deferred price component over a medium term period, subject to the fulfillment of certain conditions provided for in the acquisition agreement. The acquisition will allow Gamenet group to assume a leading position in Italy in the multi-concession gaming sector, in particular in the sports betting sector, and to significantly increase the ceodegree of diversification of its product portfolio and profitability, at EBITDA, EBIT and net profit levels. The Closing was subject to the occurrence of the usual conditions precedent for this type of transaction, including the prior approval of the Italian Competition Authority, which was received on September 17, 2018 and the authorization of the Customs and Monopolies Agency, which was received on August 2, 2018. The Group consolidated Goldbet for the first time as at 31/3/2019 in its financial statements pursuant to IAS 28 paragraph 34, as the preparation and approval deadlines for the financial statements of Gamenet Group S.p.A. are later than those of the Intralot Group.

In September 2019, the associate entity Gamenet Group S.p.A. (20%) bought 43,75% of the Italian start up company Thinakabout S.r.l. engaged in software development.

IV. New Companies of the Group

The Group did not establish any new entity in the nine months of 2019.

In October 2019, the Group established Intralot Tech - Single Member S.A., domiciled in Greece and operating in the field of Software Development and Provision of Information Systems and Services, being a 100% subsidiary of Intralot Inc.

V. Changes in ownership percentage

In January 2019 the associate company Gamenet Entertainment S.R.L. (20%) increased the percentage participation in La Chance S.R.L. to 100% through the acquisition of additional percentage from the non controlling interest. In February 2019 the associate company Gamenet S.p.A. (20%) increased the percentage participation in Jolly Videogiochi S.R.L. to 84,9% by 70% through the acquisition of additional percentage from the non controlling interest.

During the third quarter of 2019, the Group increased its stake in Lotrom S.A. to 84% from 60% through the acquisition of additional percentage from the non-controlling interest. The total consideration amounted to €29 thousand. Below are the effects on equity attributable to the equity holders of the Company for the change of ownership rights of Lotrom SA that do not result in change of control:

Amounts in thousands of €
Carrying amount of addition stake in Lotrom SA 2.857
Difference recognized in retained earnings attributable to the equity holders of the Company 2.828

VI. Subsidiaries' Share Capital Increase

During the nine months of 2019 the Group completed a share capital increase through payment in cash in Netman SRL amounting €171 thousand.

VII. Strike off - Disposal of Group Companies

The Group completed the liquidation and strike off of its subsidiaries Intralot Guatemala S.A. (January 2019), Gaming Solutions International Ltda (January 2019), Intralot Hong Kong Holdings Ltd (March 2019), Atropos S.A. (March 2019), Lebanese Games S.A.L. (May 2019), Poldin Ltd (May 2019), Loterias y Apuestas De Guatemala S.A. (June 2019), Intralot Slovakia S.R.O. (June 2019), Intralot South Korea S.A. (September 2019), Nafirol S.A. και Intralot St. Lucia Ltd (October 2019). In May 2019 liquidation and strike off of the associate Topplay S.R.L. was completed.

In October and in November 2019 INTRALOT announced that its subsidiary Intralot Italian Investments B.V. signed a share purchase agreement with the Italian company "Gamma Bidco S.r.I." (a company formed on behalf of funds managed by Apollo Management IX, L.P.) for the sale of its stake in Gamenet Group S.p.A. (6.000.000 shares or 20% of its share capital), for the amount of €78 million. The transaction is expected to be completed following the necessary approvals to be granted by the relevant competition and regulatory authorities. The result of the above transaction will be recognized in the fourth quarter of 2019.

VIII. Discontinued Operations

A) Azerbaijan

The management of the subsidiary Inteltek Internet AS (45%), parent of Azerinteltek AS, decided in mid-February 2018 to investigate the possibility of selling its 51% stake in Azerinteltek AS. At the end of October 2018, Inteltek Internet AS's management decided to sell 51% of Azerinteltek AS shares

(nominal value AZN51.000) to Baltech Investment LLC, which owns 24,5% of Azerinteltek AS's share capital. On 15/11/2018 the final Share Purchase Agreement (SPA) was signed for a total consideration of approximately €19,5 million. The transfer of these shares was completed at the end of 2018. The aforementioned subsidiary is presented in the geographic operating segment "Other Countries" (Note 2.2). As of 31/12/2018, the Group's above activities in Azerbaijan were classified as discontinued operations.

Below are presented the results of discontinued operations of the Group in Azerbaijan for the period 1/1-30/9/2018 (in 2018 it was consolidated with the full consolidation method until 31/12/2018):

1/1-30/9/2018
Sale proceeds 121.333
Expenses -104.361
Other operating income 97
Other operating expenses 0
EBIT 17.069
EBITDA 17.314
Income / (expense) from participations and investments 0
Gain/(loss) from assets disposal, impairment loss and write-off of
assets
24
Interest and similar expenses -30
Interest and similar income 150
Exchange Differences 64
Profit/(loss) before tax 17.277
Income tax -7.342
9.935
Gain/(loss) from disposal of discontinued operations 0
Relevant taxes 0
Gain/(loss) after taxes from discontinued operations 9.935
Attributable to:
Equity holders of the parent Company 3.902
Non-controlling interest 6.033

Below are presented the results of discontinued operations of the Group in Azerbaijan for the period 1/7-30/9/2018 (in 2018 it was consolidated with the full consolidation method until 31/12/2018):

1/7-30/9/2018
Sale proceeds 39.183
Expenses -32.622
Other operating income 2
Other operating expenses 0
EBIT 6.563
EBITDA 6.644
Income / (expense) from participations and investments 0
Gain/(loss) from assets disposal, impairment loss and write-off of
assets
24
Interest and similar expenses -10
Interest and similar income 48
Exchange Differences 58
Profit/(loss) before tax 6.683
Income tax -2.356
4.327
Gain/(loss) from disposal of discontinued operations 0
Relevant taxes 0
Gain/(loss) after taxes from discontinued operations 4.327
Attributable to:
Equity holders of the parent Company 1.541
Non-controlling interest 2.786

The consideration price of Azerinteltek AS amounted to €19.530 thousand and was repaid in December 2018.

Below are presented the net cash flows of the discontinued operations in Azerinteltek AS:

1/1-30/9/2018
Operating activities 6.731
Investing activities -11
Financing activities -3.209
Effect from exchange differences 234
Net increase / (decrease) in cash and cash equivalents for the period 3.745

B) Poland

On March 26, 2019 INTRALOT Group announced that it has reached an agreement with Merkur Sportwetten GmbH, a subsidiary of the Gauselmann Group based in Espelkamp, Germany to take over the renowned sports betting company Totolotek SA – an INTRALOT subsidiary in Poland. The share purchase agreement has already been concluded and both parties are now awaiting merger clearance. With this acquisition, the German company will enter the Polish market and thus expand its presence in Europe. Soon Polish sports betting fans will be able to place their bets under the sign of the wellknown MERKUR sun: Merkur Sportwetten GmbH. Totolotek has been firmly established in the Polish sports betting market for over 27 years and is one of the top three omnichannel betting companies in Poland. It markets its wide range of sports betting products through stationary trade at over 260 distribution points as well as online via its website and mobile app. Totolotek currently has 560 employees. The aforementioned subsidiary is presented in the geographic operating segment "European Union" (Note 2.2). Since, 31/3/2019 the Group's above activities in Poland were classified as assets held for sale and discontinued operations pursuant to IFRS 5. The transfer of Totolotek SA shares was completed at the end of April 2019 and the Group consolidated it by 30/4/2019.

Below are presented the results of discontinued operations of the Group in Poland (Totolotek SA) for the period 1/1-30/4/2019 (in 2019 it was consolidated with the full consolidation method until 30/4/2019) and respectively for 2018:

1/1-30/4/2019 1/1-30/9/2018
Sale proceeds 28.586 64.533
Expenses -30.589 -65.682
Other operating income 78 223
Other operating expenses -22 -44
EBIT -1.947 -970
EBITDA -1.845 -526
Income / (expense) from participations and investments 0 0
Gain/(loss) from assets disposal, impairment loss and write
off of assets
-7 -5
Interest and similar expenses -83 -277
Interest and similar income 1 15
Exchange Differences -30 -454
Profit/(loss) before tax -2.066 -1.691
Income tax 0 0
-2.066 -1.691
Gain/(loss) from disposal of discontinued operations 7.349 0
Relevant taxes 0 0
Gain/(loss) after taxes from discontinued operations 5.283 -1.691
Attributable to:
Equity holders of the parent Company 5.283 -1.591
Non-controlling interest 0 -100

Below are presented the results of discontinued operations of the Group in Poland (Totolotek SA) for the period 1/7-30/9/2019:

1/7-30/9/2018
Sale proceeds 20.590
Expenses -20.944
Other operating income 70
Other operating expenses -15
EBIT -299
EBITDA -124
Income / (expense) from participations and investments 0
Gain/(loss) from assets disposal, impairment loss and
write-off of assets
-1
Interest and similar expenses -132
Interest and similar income 1
Exchange Differences 184
Profit/(loss) before tax -247
Income tax 0
-247
Gain/(loss) from disposal of discontinued operations 0
Relevant taxes 0
Gain/(loss) after taxes from discontinued
operations
-247
Attributable to:
Equity holders of the parent Company -232
Non-controlling interest -15

The final consideration for the disposal of Totolotek SA amounted to approximately €8,0 million, including the contingent consideration, in case of meeting certain terms and requirements within 2 years, amounting to approximately €1,8 million on a discounted basis (€2,0 million in future value). From the above consideration amount approximately €5,5 million was paid in the first six-months of 2019 and amount approximately €0,8 million in July 2019. The net assets held for sale (including noncontrolling interests and foreign exchange reserves) of Totolotek SA amounted on 30/4/2019 to €1,2 million, forming the gross gain from disposal of discontinued operations to €7,4 million. By subtracting foreign exchange differences that have been reclassified from the foreign exchange reserve in the Group's income statement, net gain from disposal of discontinued operations amounted to €6,8 million, which are presented in the Group's Income Statement (line "Profit / (loss) after tax from discontinued operations").

The net cash inflow of the Group during the fisrt nine months of 2019 from the disposal of discontinued operations in Poland amounted to €5,1 million, consisting of the consideration and the derecognition of Totolotek SA cash equivalents.

Below are presented the net cash flows of the discontinued operations in Totolotek SA:

1/1-30/4/2019 1/1-30/9/2018
Operating activities -1.299 -268
Investing activities -1.740 -366
Financing activities 1.336 -1.575
Effect from exchange differences 3 -39
Net increase / (decrease) in cash and cash equivalents
for the period
-1.700 -2.248

Below are presented the Profit / (loss) after tax per share of the discontinued operations of the Group subsidiaries in Azerinteltek AS and Totolotek SA:

Earnings / (loss) after tax per share (€) from
discontinued operations
1/1-30/9/2019 1/1-30/9/2018
- basic 0,0357 0,0150
- diluted 0,0357 0,0150
Weighted Average number of shares 147.761.688 153.852.870

IX. Companies merge

As at 1/1/2019, the associate company Intralot Italia S.p.A. (20%) absorbed GoldBet S.p.A. (100% subsidiary of Gamenet S.p.A.). As at 1/5/2019 the associate company Intralot Italia S.p.A. (20%) was renamed to GoldBet S.p.A..

B. REAL LIENS

A Group subsidiary in Malta has banking facility amounting €4,3 million, for issuing bank letters of guarantee. This facility is secured by an initial general mortgage on all the subsidiary's present and future assets (on 30/9/2019 the letters of guarantee used amounted to €4,0 million). Also, a Group subsidiary in Bulgaria has secured a loan of €0,9 million by pledging its total trading activity and fixed assets of its subsidiary.

There are no other restrictions than the above, in the ownership or transfer or other encumbrances on the Group's property.

On September 30, 2019, the Group had no contractual commitments for the purchase of tangible assets.

In the Group Statement of Financial Position (row "Trade and other short term receivables") of 30/9/2019 are included collateralized bank deposits as security coverage for banking facilities amounting €30 thousand (31/12/2018: €30 thousand) and other collateralized bank deposits amounting to €375 thousand (31/12/2018: €359 thousand). Respectively, for the Company on 30/9/2019 are included collateralized bank deposits as security coverage for banking facilities amounting €30 thousand (31/12/2018: €30 thousand) and other collateralized bank deposits amounting to €127 thousand (31/12/2018: €129 thousand).

C. PROVISIONS

GROUP Litigation
cases ¹
Unaudited fiscal years and
tax audit expenses ²
Other
provisions ³
Total
provisions
Period opening balance 4.455 3.572 4.884 12.911
Period additions 3 2.128 290 2.421
Utilized provisions -7 -463 -2.040 -2.510
Non utilized provisions 0 0 -2 -2
Sale of subsidiaries 0 0 -494 -494
Foreign exchange differences -74 7 -52 -119
Period closing balance 4.377 5.244 2.586 12.207
Long term provisions
Short term provisions
4.257
120
5.244
0
73
2.513
9.574
2.633
Total 4.377 5.244 2.586 12.207

¹ Relate to litigation cases as analyzed in note 2.21.A.

² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.

³ Relate to provisions for risks none of which are individually material to the Group except from provisions for additional fees (bonus) and other employee benefits of the Group amounting to €1.521 thousand as well as provisions amounting to €632 for earned winnings which relate to sports betting prices and guaranteed future numerical games jackpots. The Other provisions are expected to be used in the next 1-6 years.

COMPANY Litigation
cases ¹
Unaudited fiscal years and
tax audit expenses ²
Other
provisions
Total
provisions
Period opening balance 4.390 3.116 91 7.597
Period additions 0 2.128 0 2.128
Utilised Provisions -7 0 -91 -98
Foreign exchange differences -74 0 0 -74
Period closing balance 4.309 5.244 0 9.553
Long term provisions
Short term provisions
4.256
53
5.244
0
0
0
9.500
53
Total 4.309 5.244 0 9.553

¹ Relate to litigation cases as analyzed in note 2.21.A.

² Relate to provisions for the coverage of differences from future audits for income taxes and other taxes. It is expected to be used in the next 1-3 years.

D. PERSONNEL EMPLOYED

The number of employees of the Group on 30/9/2019 amounted to 4.520 persons (Company/subsidiaries 2.333 and associates 2.187) and the Company's to 633 persons. Respectively on 30/9/2018 the number of employees of the Group amounted to 5.112 persons (Company/subsidiaries 3.066 and associates 2.046) and the Company 696 persons. At the end of 2018 fiscal year the number of employees of the Group amounted to 5.187 persons (Company/subsidiaries 3.021 and associates 2.166) and the Company 691 persons.

E. RELATED PARTY DISCLOSURES

Intralot SA purchases goods and services and/or provides goods and services to various related companies, in the ordinary course of business. These related companies consisting of subsidiaries, associates or other related companies which have common ownership and / or management with Intralot SA.

Below is a condensed report of the transactions for the nine months of 2019 and the balances on 30/9/2019 of other related parties:

Amounts reported in thousands of € 1/1-30/9/2019
(total operations) GROUP COMPANY
Income
-from subsidiaries 0 31.262
-from associates and joint ventures 6.148 7.395
-from other related parties 5.063 3.342
Expenses
-to subsidiaries 0 15.989
-to associates and joint ventures 2 2
-to other related parties 14.353 6.459
BoD and Key Management Personnel transactions and fees 5.609 3.628
Amounts reported in thousands of € 30/9/2019
GROUP COMPANY
Receivables
-from subsidiaries 0 57.803
-from associates and joint ventures 12.197 8.665
-from other related parties 5.195 1.964
Payables
-to subsidiaries 0 295.124
-to associates and joint ventures 1.417 0
-to other related parties 9.562 5.398
BoD and Key Management Personnel receivables 33 0

Below there is a summary of the transactions for the nine months of 2018 and the balances on

BoD and Key Management Personnel payables 183 0

31/12/2018 with related parties:

Amounts reported in thousands of € 1/1-30/9/2018
(total operations) GROUP COMPANY
Income
-from subsidiaries 0 26.110
-from associates and joint ventures 4.673 5.491
-from other related parties 5.644 3.695
Expenses
-to subsidiaries 0 15.270
-to associates and joint ventures 31 10
-to other related parties 6.975 3.626
BoD and Key Management Personnel transactions and fees 5.468 3.237
Amounts reported in thousands of € 31/12/2018
GROUP COMPANY
Receivables
-from subsidiaries 0 76.874
-from associates and joint ventures 10.869 7.350
-from other related parties 11.603 8.669
Payables
-to subsidiaries 0 308.351
-to associates and joint ventures 1 0
-to other related parties 10.325 7.179
BoD and Key Management Personnel receivables 23 0
BoD and Key Management Personnel payables 456 220

Sales and services to related parties are made at normal market prices. Outstanding balances at year end are unsecured and settlement occurs in cash. No guarantees have been provided or received for the above receivables.

In the nine months of 2019, the Company made a provision concerning an estimate of reduction of the recoverable value of receivables from subsidiaries amounting to €0,2 million that were recorded in the income statement of the period while at the same time it used provisions of previous years amounting €2,9 million due to the sale of Totolotek S.A. and the beginning of liquidation process of Loteria Moldovei S.A..

Alongside, the Company made a reversal of provisions regarding an estimate for reduction in the recoverable amount of receivables from subsidiaries amounting €0,2 million, due to the capitalization of the relevant receivables from the subsidiaries and was recorded in the income statement of the period. The cumulative provisions of 30/9/2019 was amounted to €25,7 million (31/12/2018: €28,6 million).

2.21 CONTINGENT LIABILITIES, ASSETS AND COMMITMENTS

A. LITIGATION CASES

a. Against (a) publishing company "I. Sideris – Andreas Sideris Sons O.E.", (b) the Foundation of Economic and Industrial Researches (IOBE), (c) Mr. Theodosios Palaskas, Director of Research of IOBE, (d) the Kokkalis Foundation, and (e) INTRALOT, a lawsuit of Mr. Charalambos Kolymbalis, was filed on 8th March 2007 before the Multi-member Athens Court of First Instance. With his lawsuit, the plaintiff requests to be recognized as the sole creator of the project entitled "The financial consequences of sports in Greece" and his intellectual property right on this, and that the amount of €300.000 to be paid to him as monetary compensation for moral damages. Date of the hearing was set the 20th February 2008 when it was postponed for 4th March 2009 and then again for 24th February 2010; on that date the hearing of the case was cancelled due to strike of the judicial secretaries. New hearing date was scheduled the 23rd May 2012 when the case was heard and the decision no. 5724/2012 of the Athens Multi-member Court of First Instance was issued which dismissed the lawsuit. On 17 October 2015 an appeal was served to the company against the above decision, which was scheduled to be heard before the Athens Court of Appeals on 11 February 2016; on that date the hearing was postponed for 22 September 2016 due to lawyers strike when it was cancelled, while following a request of the plaintiff a new hearing date is set for 9 March 2017 when the case has been heard and a decision of the Court of Appeals was issued which ordered the repeat of the appeal's hearing. The date for the hearing was set for the 22nd of February 2018 when the case was heard and decision no. 3253/2018 of the Athens

Court of Appeals was issued which rejected the appeal; until now, no application for cassation was has been filed by the opponent.

b. In Turkey the companies Teknoloji Holding A.Ş. and Teknoser Bilgisayar Teknik Hizmetler Sanayi ve Dış Ticaret A.Ş have filed a lawsuit against Intralot and Inteltek claiming that due to wrong calculation of the reserves of the years 2005 and 2006, the distributed dividends to the then shareholders of Inteltek should have been higher and for this reason they are requesting that the amount of TL 609.310,40 (€99.089,36) plus interest to be paid to them. A First Instance Court decision was issued which accepted the lawsuit against Intralot. The appeal filed by the Company was accepted only in relation to the amount of the interests while it was rejected with regards to the capital amount. A new appeal was filed by the Company with regards to the capital amount which is pending.

c. In Colombia, INTRALOT, on 22nd July 2004, entered into an agreement with an entity called Empresa Territorial para la salud ("Etesa"), under which it was granted with the right to operate games of chance in Colombia. In accordance with terms of the abovementioned agreement, INTRALOT has submitted an application to initiate arbitration proceedings against Etesa requesting to be recognized that there has been a disruption to the economic balance of abovementioned agreement to the detriment of INTRALOT and for reasons not attributable to INTRALOT and that Etesa to be compelled to the modification of the financial terms of the agreement in the manner specified by INTRALOT as well as to pay damages to INTRALOT (including damages for loss of profit) or alternatively to terminate now the agreement with no liability to INTRALOT. The arbitration court adjudicated in favour of Etesa the amount of 23,6 billion Colombian pesos (€6,2m). The application for annulment of the arbitration award filed by INTRALOT before the High Administrative Court was rejected. The Company filed a lawsuit before the Constitutional Court which was rejected. On 31 August 2016 an application was served to the Company requesting to render the abovementioned arbitration decision as executable in Greece which was heard before the Athens One-Member First Instance Court and the decision issued accepted it. The Company filed an appeal against this decision which was rejected by the Athens Court of Appeals. The Company filed, before the Supreme Court, a cassation appeal against the decision of the Athens Court of Appeals which is pending and, in parallel, a request for suspension of execution which has been scheduled to be heard on 6 December 2019. Until then, a temporary order for the non-execution of the above decision has been issued by the Supreme Court. The Company has created relative provision in its financial statements part of which (€2,2m) has already been used for the payment to Etesa of a letter of guarantee amounting to 7.694.081.042 Colombian pesos.

d. Against the subsidiary Intralot Holdings International Ltd., a shareholder of LOTROM SA and against LOTROM SA, another shareholders of LOTROM SA, Mr. Petre Ion filed a lawsuit before the competent court of Bucharest requesting that Intralot Holdings International Ltd to be obliged to purchase his shares in LOTROM SA for €2.500.000 and that LOTROM SA to be obliged to register in the shareholders book such transfer. Following the hearing of 28th September 2010 a decision of the court was issued accepting the lawsuit of the plaintiff. Intralot Holdings International Ltd and LOTROM SA filed an appeal which was rejected. The abovementioned companies further filed a recourse before the Supreme Court which was heard and rejected. Mr. Petre Ion initiated an enforcement procedure of the above decision in Romania. The companies will exercise legal means against the enforcement procedure according to the provisions of the Romanian laws.

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

e. Mr. Petre Ion filed in Romania a lawsuit against Intralot Holdings International Ltd and LOTROM requesting to issue a decision to replace the share purchase contract of its shares in LOTROM SA for €2.500.000 (for which he had filed the above lawsuit) in order to oblige Intralot Holdings International Ltd a) to pay the amount of €400.000 as tax on the above price, b) to sign on the shareholders book for the transfer of the shares, c) to pay the price of the transfer and the legal costs. The Court of First Instance rejected Mr. Petre Ion's lawsuit. Mr. Petre Ion filed an appeal which was heard on 4 November 2014 and was partially accepted. The Company filed an appeal against this decision which was rejected. Following postponements, the case was heard on 10 June 2016 and the respective first instance decision was issued on 19 July 2016; the lawsuit against LOTROM was rejected while it was accepted partially in respect to its part filed against Intralot Holdings International Ltd., obligating the latter to pay the amount of the purchase and the legal expenses. Both Intralot Holdings International Ltd. and Mr. Petre Ion filed appeals against this decision which was heard and were rejected. The decision became final, while the application for cassation filed by Intralot Holdings International Ltd. was rejected.

f. On 24 April 2013 the Company was notified of the existence of a research conducted by the Competition Board of Romania in relation to the contract signed in 2003 with Compania Nationala Loteria Romana regarding the Videolotto program. The Competition Board of Romania imposed a fine to the Company amounting to 5.541.874 RON (€1.166.808,57) and to the subsidiary LOTROM to 512.469 RON (€107.897,30). The Company and its subsidiary LOTROM filed a lawsuit against the respective decision requesting its annulment and the suspension of its execution. The applications for the suspension of validity of the above decision of the Competition Board were rejected and the Company and its subsidiary LOTROM filed appeals; no hearing date has been scheduled yet. Also, an application for the suspension of execution was filed by Intralot, scheduled to be heard on 13th November 2014, date on which the Court decided to suspend the issue of the decision until the competent court decides on the main recourse filed for annulment of the decision of the Competition Board. Against said decision an appeal was filed which has been rejected. Finally, the applications for the annulment of the decision of the Competition Board filed by LOTROM and INTRALOT were accepted by the court and the respective fines were cancelled. Against LOTROM and the respective abovementioned decision, the Competition Board of Romania filed an appeal which has been scheduled for hearing, following postponements, on 5 December 2019. The Competition Board filed a separate appeal against the decision which accepted Intralot's application for the annulment which has been scheduled for hearing initially on 7 April 2020 and then on 10 March 2020.

g. In Romania, the subsidiary Lotrom was notified on the beginning of an investigation conducted by the competent authorities against the state lottery CNLR, client of the Group, in relation to alleged occurrence of the crime of conducting games of chance without license and possible complicity to that, in relation to the operation of Video Lottery machines of CNLR; the Group was the technology provider of CNLR from 2003 to 2014. Intralot was notified, through rogatory procedure, that itself along with LOTROM and Intracom, are alleged to be accomplices of the state lottery CNLR to the abovementioned crimes. Intralot refuted with a memo duly submitted within February 2016, the above allegations. Due to the initial stage of the procedure which, for the time, relates to the collection of evidences and the conduct of investigation actions and the nature of the case as well as due to the secrecy of the investigation procedures, neither further comments on the issue nor any estimation of any possible negative financial effect on the financials of the group can be provided.

INTRALOT Group Interim Financial Statements for the period 1 January to 30 September 2019

h. In August 2012, two British Virgin Island companies filed a Complaint in the United States Bankruptcy Court Southern District of Florida, Miami Division, against numerous defendants, including Supreme Ventures Limited ("SVL"), a publicly traded gaming company listed on the Jamaican Stock Exchange in which INTRALOT was holding until 10.10.2017 an indirect shareholding interest. Notably, as per SVL, the lawsuit is based on the same claims (related to demands arose before the acquisition of INTRALOT's participation in SVL), towards third parties, initial shareholders and/or directors of SVL, or not, which were brought in, and were recently rejected by the Jamaican courts, first by the Supreme Court and then again by the Court of Appeals. INTRALOT is named as a «Relief Defendant» which means that INTRALOT is not alleged to have been part - directly or indirectly - of any wrongdoing, since the alleged by the plaintiffs acts are made before the acquisition of SVL's shares by INTRALOT through the Jamaican Stock Exchange. Intralot agrees with SVL's opinion that the Complaint is wholly without merit and expects that it will be successful in the Florida courts, as it was in the Jamaican courts.

i. In Brazil, a former officer of a subsidiary company filed a lawsuit against such subsidiary requesting several amounts to be paid to him as fees resulting from his labour relationship amounting to approx. €240.000 and from a services agreement calculated as a percentage 4% on the turnover of the subsidiary. On 23 August 2013, the decision of the local court was issued dismissing the lawsuit. The plaintiff filed an appeal and a decision was issued at the end of July 2014 which referred the case for a new hearing before the Court of First Instance. The court accepted the claim of the plaintiff in relation to the amounts owed due to his labor relationship but rejected the claim for remuneration resulting from a services agreement. The company filed an appeal before the Supreme Labor Court which is rejected. The amount adjudicated was paid to the plaintiff and the case is closed.

j. On 30 July 2012, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against the company "Hellenic Organization of Horse Racing S.A." (ODIE) requesting the payment of the amount of €2.781.381,15 relating to system maintenance services provided but not paid. The case was heard on 6th May 2015 and a decision was issued accepting Intralot's lawsuit in full. ODIE filed an appeal against this decision which has been heard on 1 November 2018 before the Athens Court of Appeal which was rejected with the decision no. 3153/2019 of the Athens Court of Appeal.

Moreover, Intralot filed a recourse to the arbitration panel on 13 August 2012 against the same company ODIE requesting the payment of the amount of €9.551.527,34 relating to operational services of integrated system provided but not paid. The arbitration was concluded on 1st March 2013 and the arbitration decision no 27/2013 was issued vindicating Intralot and compelling ODIE to pay to Intralot the total amount requested (€9.551.527,34). In order to secure its claims, Intralot:

a) by virtue of the above arbitration decision, has already recorded on the mortgage books of the Land Registry Office of Kropia a mortgage on a land property of ODIE and specifically on the property where the Horse Racetrack of Athens in Markopoulo Attica is operating, and on the buildings thereupon, for an amount of €11.440.655,35.

b) by virtue of the decision no 2209/2014 of the Athens Single Member Court of First Instance, has already recorded on the mortgage books of the Land Registry Office of Kropia, a note of mortgage on the same real estate of ODIE for an amount of €9.481.486,11, which, following the issue of the above decision no. 3153/2019 of the Athens Court of Appeal, partially turned to a mortgage for the total amount adjudicated, i.e. for the amount of €2.781.381,15

c) advanced the procedure of compulsory execution against ODIE in order to execute its claims.

Furthermore, on 20 March 2014, Intralot filed before the Athens Multi-member Court of First Instance a lawsuit against ODIE requesting the payment of the amount of €8.043.568,69 which is owed to it pursuant to the "Agreement of Maintenance and Operation of the System of the Mutual Betting on Horse Races of ODIE" dated 6 March 2012. The lawsuit was heard on 4 October 2017 and the decision issued accepted the lawsuit. ODIE filed an appeal which was heard before the Athens Court of Appeal on 24 October 2019 and the decision is pending.

The confiscation on the above land property of ODIE in Markopoulo Attica imposed in the frame of the abovementioned procedure of compulsory execution against ODIE, was reversed with the consent of Intralot on 15 December 2015 in execution of the terms of the agreement dated 24 November 2015 between Intralot and ODIE which settled the payment of all above claims of Intralot. Pursuant to this agreement, ODIE assigned to Intralot 2/3 of the rent which it will receive from the lease agreement relating to that real estate to the company "Ippodromies SA". The payment of the assigned rent amounts has already been started.

k. A former officer of the Company filed a lawsuit before the Athens First Instance Court requesting to be recognized that the Company had to pay him the amount of €121.869,81 as non-paid wages. The decision issued partially accepted the lawsuit in relation to the amount of €80.685,42. An appeal has been filed by the Company. Until today, no appeal of the plaintiff has been served to the Company.

l. In Poland a lawsuit was filed against the subsidiary "Totolotek SA" by a player of betting games; he claims that the amount of 861.895PLN (€196.860,58) which was not paid by the abovementioned subsidiary because of violation of the betting regulations by the plaintiff, is due to him. "Totolotek SA" has requested the case to be heard before the Warsaw courts (instead of the courts of the town Torun) and this application was accepted, however the plaintiff has filed a recourse requesting that the case to be heard before the courts of Torun which was rejected by the court and the case will be scheduled for new hearing by the Warsaw courts. At the beginning of May 2019, Intralot Group announced the completion of the sale of "Totolotek SA" to Merkur Sportwetten GmbH, a subsidiary of the Gauselmann Group based in Espelkamp, Germany.

m. There is a dispute pending between on the one hand the subsidiary company Intralot Leasing Netherlands B.V. in its capacity as lessee and the Company in its capacity as guarantor and on the other hand the company Econocom Nederland B.V. with respect to a sale and leaseback of equipment agreement dated 28 March 2013 and more specifically in relation to a claim of Econocom Nederland B.V. for further payments to it. As per the agreement's terms, a stand-by letter of credit issued by the French bank Societe Generale in the amount of €5mil. had been delivered to Econocom Nederland B.V. The Company requested from the competent French court in Paris this stand-by letter of credit not to be called and the court issued a temporary decision restricting Societe Generale from paying any amount from the above stand-by letter of credit to Econocom Nederland B.V. until the hearing of the case, following postponement, on 17 January 2017. Additionally, the Company filed injunctions in the Netherlands against Econocom Nederland B.V. and the court accepted the respective application and prohibited Econocom Nederland B.V. to request the payment of the abovementioned letter of guarantee and of the relevant corporate guarantee, until the issue of the final judgment, ordering Econocom Nederland B.V. to pay a penalty of €10m in case of breach of the prohibition. Against the injunctions decision Econocom Nederland B.V. filed an appeal which was heard on 13 November 2017 and the decision issued rejected the appeal and upheld the decision on the injunctions. Against this decision

Econocom Nederland B.V. filed an appeal for cassation which is pending. A lawsuit was also filed with a request to be recognized that no further amounts are due to Econocom Nederland B.V. by virtue of the above agreement; the lawsuit which was heard and was accepted by the court. Against this decision Econocom Nederland B.V. filed an appeal which is pending, while a new date of hearing has been set for 29 January 2020.

n. In Romania, the company "INTRAROM SA" having its registered offices in Romania, requested arbitration against Intralot before the Arbitration Court of the Romanian Chamber of Commerce and Industry claiming the amount of 3.960.649,42 RON (€833.891,15) for unpaid invoices and the amount of 3.210.848,10 RON (€676.024,95) for delay penalties until 11.7.2017 and additional delay penalties from 11.7.2017 until payment. The arbitration procedure which was issued in July 2019 obliges Intralot to pay to "INTRAROM SA" the amount of 2.307.744,73 RON (€485.881,91). The amount adjudicated was paid to the plaintiff and the case is closed. Intralot had acknowledged sufficient provisions in its financial statements with regards to this case.

o. In Cyprus, the National Betting Authority had suspended the Class A license of the company Royal Highgate Pcl Ltd. in which the Company has an indirect participation of approx. 35,08%, initially for a period of two months, alleging non-compliance of Royal Highgate Pcl Ltd. with specific terms of the license. Royal Highgate Pcl Ltd. considering that those requested by the National Betting Authority are beyond the provisions of the law, filed a recourse before the competent administrative court of Nicosia which was heard on 30 March 2018. The decision issued rejects the recourse for typical reasons. Royal Highgate Pcl Ltd. filed an appeal against this decision which is at the hearing process. In parallel, Royal Highgate Pcl Ltd. has filed three more recourses against decisions of the National Betting Authority relating to the suspension of the license of Royal Highgate Pcl Ltd. which are all scheduled for hearing on 9 October 2019 when their hearing was postponed for 11 February 2020. National Betting Authority started the procedure for the revocation of the license of Royal Highgate Pcl Ltd. and the latter submitted its arguments on 30 November 2018 without any further actions from the National Betting Authority. On 31 December 2018, the contractual term of the license of Royal Highgate Pcl Ltd. expired.

p. In USA, in South Carolina State, class actions were filed against the local lottery South Carolina Education Lottery Commission and the subsidiary Intralot, Inc. for breach of contract with the allegation that because of malfunctioning of the system there were winning tickets which were not paid and claiming a total compensation of approx. 35m USD (€32,1m). The local court accepted Intralot, Inc.'s motions to dismiss in two lawsuits, holding that the plaintiffs were required to exhaust administrative remedies and failed to do so. The other side filed appeals against such decisions which are pending. The third similar lawsuit was rejected finally by the court. The Group's management, relying on local expert legal counsels opinion, considers that the lawsuits have low probability of success. It is noted that with regards to such cases, the Group has a respective insurance coverage.

q. A former employee of the Company filed two lawsuits before the Athens First Instance Court requesting, with the first one, the payment of the amount of €133.179,47 for unpaid salaries and €150.000 as compensation for moral damages and, with the second one, the amount of €259.050 for overdue salaries calculated until 3 December 2019 and €150.000 as compensation for moral damages. The first lawsuit was heard on 28 February 2018 and the decision issued partially accepted the lawsuit in relation to the amount of €46.500,82. Both parties filed appeals against this decision which are

scheduled to be heard on 7 January 2020. The second lawsuit had been scheduled for hearing, following postponements, on 26 February 2020.

r. In Morocco, a judgment was notified to the subsidiary company Intralot Maroc deciding the payment of the amount of 3.360.000 MAD (€316.312,70) to a supplier company. The company Intralot Maroc filed an appeal which is was accepted and, therefore, Intralot Maroc does not owe this amount. The plaintiff filed a cassation appeal against this decision which is pending.

s. On 1 April 2019, the Company filed a Request for Arbitration before the ICC International Court of Arbitration requesting to be declared that the defendant Sisal SpA has breached a contract signed with Intralot by using, in Morocco, terminals and the software embedded therein. The arbitration procedure is in progress.

t. In Morocco, "La Société de Gestion de la Loterie Nationale" ("SGLN") filed a lawsuit against the Company and its subsidiary Intralot Maroc claiming that it exercised unilaterally its option to transfer to it the equipment of Intralot which was used jointly by SGLN and the other local lottery "La Marocaine des Jeux et des Sports" ("MDJS") and, because of Intralot's denial, it suffered damages in the amount of MAD 18.000.000 (€1.694.532,31) which corresponds to the value of the equipment, while, additionally, it requests MAD 34.000.000 (€3.200.783,25) as loss of profit. It is also requesting the call of the letter of guarantee amounting to MAD 30.000.000 (€2.824.220,52). It is noted that according to the terms of the Intralot's contracts with the two lotteries SGLN & MDJS, the option for the transfer of the equipment as well as any call of the letters of guarantee can only be exercised with a joint request of both entities SGLN & MDJS. The case is scheduled to be heard on 28 November 2019.

Until November 28, 2019, apart from the legal issues for which a provision has been recognised, the Group Management estimates that the rest of the litigations will be finalized without a material effect on the Group's and the Company's financial position and results.

B. FISCAL YEARS UNAUDITED BY THE TAX AUTHORITIES

Ι) SUBSIDIARIES

COMPANY YEARS COMPANY YEARS
INTRALOT S.A. 2013-2018 WHITE EAGLE INVESTMENTS LTD 2017-2018
BETTING COMPANY S.A. 2013-2018 BETA RIAL Sp.Zoo 2014-2018
BETTING CYPRUS LTD 2013-2018 POLLOT Sp.Zoo 2014&2016-
2018
INTRALOT IBERIA HOLDINGS SA 2015-2018 TOTOLOTEK S.A. 2014-2018
INTRALOT JAMAICA LTD 2010-2018 NIKANTRO HOLDINGS Co LTD 2013-2018
INTRALOT TURKEY A.S. 2014-2018 LOTERIA MOLDOVEI S.A. 2014-2018
INTRALOT DE MEXICO LTD 2009-2018 INTRALOT BETTING OPERATIONS (CYPRUS)
LTD
2013-2018
INTRALOT CHILE SPA 2016-2018 ROYAL HIGHGATE LTD 2013-2018
INTELTEK INTERNET AS 2016-2018 INTRALOT LEASING NEDERLAND B.V. 2013-2018
INTRALOT SERVICES S.A. 2015-2018 INTRALOT IRELAND LTD 2014-2018
INTRALOT ADRIATIC DOO 2015-2018 BILOT INVESTMENT LTD 2016-2018
BILYONER INTERAKTIF HIZMELTER AS GROUP 2016-2018 EUROBET LTD 2013-2018
INTRALOT MAROC S.A. 2018-2019 EUROBET TRADING LTD 2014-2018
INTRALOT INTERACTIVE S.A. 2013-2018 ICS S.A. 2013-2018
INTRALOT GLOBAL SECURITIES B.V. 2013-2018 TECNO ACCION URUGUAY S.A. (Pilmery
Corporation S.A.)
2016-2018
INTRALOT CAPITAL LUXEMBOURG S.A. 2018 INTRALOT GLOBAL OPERATIONS B.V. 2016-2018
INTRALOT FINANCE LUXEMBOURG S.A.1 2018 GARDAN LTD -
INTRALOT GLOBAL HOLDINGS B.V. 2013-2018 GAMEWAY LTD 2016-2018
INTRALOT INC 2016-2018 INTRALOT ITALIAN INVESTMENTS B.V. 2017-2018
DC09 LLC 2016-2018 BIT8 LTD 2013-2018
2018
LTD 2013-2018
Corporation S.A.) 2016-2018
INTRALOT AUSTRALIA PTY LTD 2015-2018 INTRALOT CYPRUS GLOBAL ASSETS LTD 2013-2018
INTRALOT GAMING SERVICES PTY 2015-2018 INTRALOT OOO 2016-2018
ILOT CAPITAL UK LTD 2017-2018 INTRALOT ST. LUCIA LTD 2012-2018
ILOT INVESTMENT UK LTD 2017-2018 ΙΝTRALOT HOLDINGS INTERNATIONAL LTD 2013-2018
INTRALOT NEDERLAND B.V. 2010-2018 INTRALOT INTERNATIONAL LTD 2013-2018
INTRALOT BENELUX B.V. 2018 INTRALOT OPERATIONS LTD 2013-2018
LOTROM S.A. 2014-2018 NETMAN SRL 2014-2018
INTRALOT BEIJING Co LTD 2016-2018 BILOT EOOD 2013-2018
TECNO ACCION S.A. 2013-2018 EUROFOOTBALL LTD 2013-2018
TECNO ACCION SALTA S.A. 2015-2018 INTRALOT TECHNOLOGIES LTD 2013-2018
MALTCO LOTTERIES LTD 2013-2018 INTRALOT LOTTERIES LTD 2013-2018
INTRALOT NEW ZEALAND LTD 2013&2017-2018 INTRALOT BUSINESS DEVELOPMENT LTD 2013-2018
INTRALOT DO BRAZIL LTDA 2014-2018 GAMING SOLUTIONS INTERNATIONAL SAC 2014-2018
OLTP LTDA 2014-2018 ENTERGAMING LTD -
INTRALOT GERMANY GMBH 2018 INTRALOT BETTING OPERATIONS RUSSIA LTD 2012-2018
INTRALOT FINANCE UK LTD 2017-2018 INTRALOT DE COLOMBIA (BRANCH) 2014-2018
INTRALOT ASIA PACIFIC LTD 2017-2018

1 Intralot Finance Luxembourg S.A. has been merged with Intralot Capital Luxembourg S.A.

A tax audit is completed in Inteltek Internet AS for the period 2014-2015 as well as a VAT audit for the first quarter of 2019 in Intralot OOO, as well as a VAT audit in Intralot Leasing Nederland B.V. for the period 1/1/2013 – 30/06/2014. A tax audit is completed in Bilyoner İnteraktif Hizmetler A.Ş. for the period 2015 without any penalties and/or fines imposed while at the same time a tax audit is in progress for the years 2016-2018. In Lotrom S.A. the audit initiated by the local tax authorities with respect to financial activities for transactions subject to VAT for the period 2004-2014 was completed in the fourth quarter of 2016. So far the conclusion report has not been yet notified to the company. In Intralot Maroc SA tax audit and VAT is completed for the years 2016 & 2017, which imposed fines of amount €1.280 thous. (a tax provision was made of amount €461 thousand in the last quarter of 2018) that they were paid in the nine months of 2019. Last, a limited tax review for the years 2016 & 2017 was completed in Intralot Iberia Holdings S.A. without any penalties and/or fines imposed. In Intralot de Peru SAC and Totolotek S.A. tax audits completed for 2016 with no tax differences while audits for fiscal year 2017 are ongoing. Intralot Inc. has received a sales tax refund for the period November 2015-May 2018 from the Ohio Department of Revenue after an audit of an amount USD 177 thousand plus interest. Under the L.2238/94 Art. 82 par.5 of POL.1159/2011, the companies Betting Company S.A. and Intralot Interactive S.A. have received a tax certificate for the period 2013-2018, the company Intralot S.A. for the period 2014-2017 and the company Intralot Services S.A. for the period 2015-2018. The Company is in the process of receiving a tax certificate for fiscal year 2018 (pending for the tax authorities' audit reports). In Company during the tax audit for the year 2011, were imposed taxes on accounting differences plus surcharges amounting to €3,9 million. The Company lodged an administrative appeal against the relevant audit reports resulting in taxes reduction of €3,34 million. The Company filed new appeals to the Greek Administrative Courts which did not vindicate the Company, who filed an appeal before the Council of State. The Company's management and its legal advisors consider that there is a significant probability that the appeal will thrive finally for the most part. The Company has recognised sufficient provisions and has paid the whole amount of taxes. In the Company an audit order has been notified to the Company for the year 2013, as well as a partial audit on VAT for the period 01/02/2010 - 31/10/2012 on request for assistance from the Romanian to the Greek tax authorities on transactions with a Romanian company. Finally, in February 2019, the Company received a partial reaudit notification for the fiscal years 2011 & 2012. In October 2019, the Audit Note and the provisional determination of Income Tax, VAT, fines and penalties were disclosed. This Note temporarily provisioned the Company with additional taxes, fines and penalties of €6,9 million. The Company submitted an Audit Findings

Statement Report, refuting its claims, opposing its views and requests the charges to be amended. The Company's management and its legal advisors consider that there is a significant probability that the appeal will thrive, for the most part, either at this stage or at a higher court level. In the third quarter of 2019 a provision of €2,1 million was recognized for this case.

ΙΙ) ASSOCIATE COMPANIES & JOINT VENTURES

COMPANY YEARS COMPANY YEARS
LOTRICH INFORMATION Co LTD 2018 LA CHANCE S.R.L. 2016-2018
INTRALOT SOUTH AFRICA LTD 2018 SLOT PLANET S.R.L. 3 2016-2017
GOREWARD LTD - GAMENET SCOMMESSE S.p.A. ² 2014-2017
GOREWARD INVESTMENTS LTD - TOPPLAY S.R.L. 2014-2018
PRECIOUS SUCCESS LTD GROUP - GNETWORK S.R.L. 2015-2018
GAIN ADVANCE GROUP LTD - BILLIONS ITALIA S.R.L. 2015-2018
OASIS RICH INTERNATIONAL LTD - JOLLY VIDEOGIOCHI S.R.L. 2014-2018
WUSHENG COMPUTER TECHNOLOGY
(SHANGHAI) CO LTD
- ROSILSPORT S.R.L 2014-2018
UNICLIC LTD 2013-2018 NEW MATIC S.R.L. 2014-2018
DOWA LTD 2013-2018 AGESOFT S.R.L. 2016-2018
GAMENET GROUP S.p.A. 2016-2018 GOLDBET S.R.L. 4 2014-2018
GAMENET S.p.A. 2014-2018 THINKABOUT S.R.L. -
INTRALOT ITALIA S.p.A 2014-2018 KARENIA ENTERPRISES COMPANY LTD 2010-2018
GAMENET ENTERTAINMENT S.R.L. 2014-2018 INTRALOT DE PERU SAC 2015&2017-2018
EASY PLAY S.R.L. 2017-2018 SERVICIOS TRANSDATA S.A. ¹ 2012-2013

1 The company Servicios Transdata SA have been merged with Intralot De Peru S.A.C.

2 The company Gamenet Scommesse S.p.A. was merged with Gamenet S.p.A. on 1/1/2018.

3 The company Slot Planet S.R.L. have been merged with La Chance S.R.L.

4 The company GoldBet S.p.A. was merged with Intralot Italia S.p.A. as at 1/1/2019. As at 1/5/2019 Intralot Italia S.p.A. was renamed to GoldBet S.p.A.

In Servicios Transdata S.A the tax audit for income tax was completed in 2014, for the year 2008 and VAT for the period 1/1/2008-30/6/2009 imposing additional taxes and fines amounting to €3,4 million. The company has launched an objection procedure in accordance with the relevant legislation to cancel the imposed taxes and fines. The company's legal consultants believe that the most possible outcome of the case will be positive.

C. COMMITMENTS

I) Guarantees

The Company and the Group on September 30, 2019 had the following contingent liabilities from guarantees for:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Bid 313 8.734 282 0
Performance 175.623 148.565 47.320 33.183
Financing 8.747 4.410 2.805 120
Other 224 227 224 227
Total 184.907 161.936 50.631 33.530
GROUP
30/9/2019 31/12/2018
Guarantees issued by the parent and affiliates:
-to third party 184.907 161.936
-to third party on behalf of associates 0 0
Total 184.907 161.936
COMPANY
30/9/2019 31/12/2018
Guarantees issued by the parent:
- to third party on behalf of affiliates 48.478 31.373
- to third party on behalf of associates 0 0
- to third party on behalf of the parent 2.153 2.157
Total 50.631 33.530

Beneficiaries of Guarantees:

Bid: La Marocaine des Jeux et des Sports, State of Victoria Australia

Performance: Arkansas Lottery Commission, Camelot Illinois LLC, Centre Monetique Interbancaire (CMI), City of Torrington, DC Lottery Board, District of Columbia, Georgia Lottery Corporation, GPT Pty Ltd, Hrvatska Lutrija D.O.O., Icra Dairesi Mudurlugu, Idaho State Lottery, La Societe de Gestion de la Loterie National & la Marocaine des Jeux et des Sports, Loteria do Estado de Minas Gerais, Lotteries Commission of Western Australia, Lotto Hamburg, Louisiana Lottery Commission, Lutrija Bosne i Hercegovine D.O.O., Malta Gaming Authority, Milli Piyango Idaresi Genel Mudurlugu, New Hampshire Lottery Commission, New Mexico Lottery Authority, Ohio Lottery Commission, Polla Chilena de Beneficencia S.A., South Carolina Education Lottery, South Carolina Education Lottery Systems & Other Services, South Dakota Lottery, Spor Toto Teskilat Baskanligi, State of Montana, State of Ohio, Lottery Gaming System, State of Vermont - Vermont Lottery Commission, Stichting Exploitatie Nederlandse Staatsloterij, T.C. Basbakanlik Genclik ve Spor Genel Mudurlugu Spor Toto Teskilat Baskanligi, Town of Greybull, Town of Jackson, City of Gillette, Turk Telekomunikasyon, Wyoming Lottery Corporation, Information society S.A., OPAP S.A.

Financing: Bogazici Kurumlar Vergi Dairesi Mudurlugu, Denizli 9.Icra Mudurlugu, State of Ohio - Department of Health, Hanseatische Immobilienfonds Gmbh, Storm Computers D.o.o., Airport EL. Venizelos Customs, Eleusis Customs

Other: Teknoloji Holdings

II) Lease commitments

GROUP Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
30/9/2019 30/9/2019 31/12/2018 31/12/2018
Within 1 year 7.968 7.213 1.828 1.726
Between 2 and 5 years 11.201 9.979 1.844 1.797
Over 5 years 3.598 3.123 0 0
Minus: Interest -2.452 0 -149 0
Total 20.315 20.315 3.523 3.523
COMPANY Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
Minimum of
the lease
payments
Present
value of the
minimum
lease
payments
30/9/2019 30/9/2019 31/12/2018 31/12/2018
Within 1 year 830 716 0 0
Between 2 and 5 years 1.557 1.369 0 0
Over 5 years 307 269 0 0
Minus: Interest -340 0 0 0
Total 2.354 2.354 0 0

III) Other commitments

The Group has contractual obligations for the purchase of telecommunication services for the interconnection of points of sale. The minimum future payments for the remaining contract duration on September 30, 2019 were:

GROUP 30/9/2019 31/12/2018
Within 1 year 896 2.010
Between 2 and 5 years 1.371 1.800
Over 5 years 123 221
Total 2.390 4.031

2.22 COMPARABLE FIGURES

In the presented data of the previous years, there were limited adjustments/reclassifications for comparability purposes, with no significant impact on "Equity", "Sale Proceeds" and "Profit / (loss) after tax" of the Group and the Company.

In addition, when finalizing the analysis of the impact of the application of IFRS 15 at the end of 2018, the Group has decided to reclassify consideration (bonuses, marketing incentives, etc.) payable to customers, or customers of Group's customers when the Group operates as an agent, from "Cost of Sales" and "Selling Expenses" to be deducted by "Sale Proceeds". Below are the relative reclassifications of comparative periods for 2018.

Amounts in thousand € GROUP
1/1-30/9/2018
Subsequent
Consideration Payable
Initial
Publication
Discontinued
Operations
to Customers
reclassification
Total
Sale Proceeds 798.645 -186.820 -15.131 596.694
Less: Cost of sales -636.442 163.129 820 -472.493
Gross Profit / (loss) 162.203 -23.691 -14.311 124.201
Selling Expenses -43.899 4.507 14.311 -25.081
EBIT 66.856 -16.099 0 50.757
EBITDA 114.917 -16.789 0 98.128

2.23 APPLICATION OF IAS 29 "FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES"

The Group operates in Argentina through its two subsidiaries Techno Accion SA and Techno Accion Salta SA. Since the third quarter of 2018, the cumulative 3-year inflation index in Argentina has exceeded 100% and the country is now considered as a hyperinflationary economy for accounting purposes under IAS 29. The Group applied, for the first time in the nine months of 2018, IAS 29 and restated to current purchasing power in the financial statements (2018 transactions and non-cash balances) of the above subsidiaries that use ARS as functional currency and present their financial statements at historical cost. The restatement was made using the (IPIM) Internal Index Wholesale Prices and applied pursuant to IAS 29, as if Argentina has always been a hyperinflationary economy. The cumulative effect of the application of IAS 29 by 31/12/2017 was recorded as an adjustment to the opening balance of equity for the year 2018. In accordance with IAS 21, paragraph 43, the comparable Income Statement of the Group (1 / 1- 30/6/2018) has not been restated since its first application was in the nine months of 2018.

Below is an analysis of the cumulative effect (after the relevant consolidation eliminations) of the noncash assets, liabilities and equity from the application of IAS 29 by 31/12/2017 (adjustment to the opening balance of equity for the year 2018):

Amounts in thousand € GROUP
1/1/2018
ASSETS
Tangible assets 1.800
Intangible assets 42
Trade receivables 98
TOTAL ASSETS 1.940
EQUITY AND LIABILITITES
Other reserves 626
Retained earnings 5
Total equity attributable to shareholders of the parent 631
Non-controlling interest 631
Total equity 1.262
Deferred tax liabilities 678
Total long term liabilities 678
TOTAL LIABILITIES 678
TOTAL EQUITY AND LIABILITES 1.940

The result (after the relevant consolidation eliminations) from the restatement of the non-cash assets, liabilities and transactions of the first half of 2019 following the application of IAS 29 amounted to a profit of €386 thousand and was recorded in the Income Statement (line "Gain/(loss) on net monetary position").

The conversion FX rates of the financial statements of the above subsidiaries were:

Statement of Financial Position:

30/9/2019 31/12/2018 Change
62,75 43,10 45,59%
AVG 1/1-30/9/2019 AVG 1/1-30/9/2018 Change
62,75 29,76 110,85%

1The Income Statement of the first nine months of 2019 of the Group's subsidiaries operating in Argentina was converted at the closing rate of 30/9/2019 instead of the Avg. 1/1-30/9/2019 pursuant to IAS 21, paragraph 42a, for hyperinflationary economies.

2.24 SIGNIFICANT FLUCTUATIONS, RECLASSIFICATIONS & REVERSALS

Income Statement

Below are the most significant fluctuations in the Group's Income Statement for the period 1/1- 30/9/2019 compared to 1/1-30/9/2018:

Sale proceeds

Sale proceeds decreased by €41,1 million, or by 6,9%, from €596,7 million in the period 1/1-30/9/2018 to €555,6 million in the period 1/1/-30/9/2019. This decrease was mainly driven by the decreased revenue in the segments "Licensed operations" and "Management contracts". Particularly, Sale proceeds decreased by €22,1 million in Bulgaria (driven mainly by Sports Betting performance as a result of a conservative payout strategy), by €25,4 million in Argentina (due to the negative FX impact and the application of IAS 29), by €10,6 million in Greece (primarily driven by the transition to the new OPAP contract), by €3,8 million in Turkey (due to the negative FX impact and the discontinued contract of Inteltek Internet A.S. after August of 2019), by €1,3 million in Russia (due to the discontinued contract) and by €2,1 million in Morocco (performance mainly impacted by the decreased Numerical sales following the discontinuation of the contract with one of the two lotteries (SGLN)).

Sale proceeds increased by €19,3 million in USA (mainly driven by the contribution of our new contract in Illinois (mid-February of 2019), the sales of equipment in Arkansas during the third quarter of 2019

and of a Powerball jackpot occurred in the first quarter of 2019), by €2,7 million in Netherlands (due to improved Sports Betting performance), and by €0,9 million in Chile (a result of a significant Lotto jackpot in the first quarter of 2019).

Sale Proceeds for the period 1/1-30/9/2019 on a constant currency basis, net of negative FX impact of €40,1 million, amounted to €595,6 million meaning an decrease by 0,2% compared to the period 1/1- 30/9/2018.

Gross Profit

Gross profit decreased by €20,9 million, or by 16,8%, from €124,2 million in the period 1/1- 30/9/2018 to €103,3 million in the period 1/1/-30/9/2019. This decrease is mainly driven from the decrease in Sale proceeds as analyzed above, as well as the increased Cost of Sales, mainly due to the smaller scope of the OPAP contract with freed resources allocated towards the successful and efficient delivery of Group products under contracts' pipeline, as well as due to the increased depreciation because of the significant capex investments during the last two years, and the IFRS 16 first time application.

Other Operating Income

Other operating income increased by €2,6 million, or 23,9%, from €10,9 million in the nine months period ended September 30, 2018 to €13,5 million in the nine months period ended September 30, 2019. The major driver of this increase was the higher equipment lease income in USA.

Selling Expenses

Selling expenses increased by €5,1 million, or 20,3%, from €25,1 million in the nine months period ended September 30, 2018 to €30,2 million in the nine months period ended September 30, 2019. This increase was primarily due to higher training costs of the retailers' network for the roll out of the Illinois contract in USA, as well as higher advertising costs in Turkey.

Administrative Expenses

Administrative expenses increased by €6,1 million, or 11,7%, from €52,2 million in the nine months period ended September 30, 2018 to €58,3 million in the nine months period ended September 30, 2019. This increase was primarily due to higher costs in USA because of the Illinois contract launch.

Other operating expenses

Other operating expenses increased by €5,0 million, from €3,5 million in the period 1/1-30/9/2018 to €8,5 million in the period 1/1/-30/9/2019. This increase is mainly due to the one-off provisions in 2019 for personnel dismissal allowances in Turkey due to the discontinued contract of Inteltek Internet A.S., as well as to the contractual penalties in Morocco.

EBITDA

EBITDA decreased by €19,3 million, or by 19,7%, from €98,1 million in the period 1/1-30/9/2018 to €78,8 million in the period 1/1/-30/9/2019. This decrease is mainly driven by the decrease in Sale proceeds from the negative FX impact, the decrease in Gross Profit and the increase in operating expenses as analyzed above.

EBITDA for the period 1/1-30/9/2019 on a constant currency basis, net of negative FX impact of €9,0 million, amounted to €87,8 million meaning a decrease by 10,5% compared to the period 1/1- 30/9/2018.

Income/(expenses) from participations and investments

Income/(expenses) from participations and investments increased by €8,2 million, from €2,6 million in the period 1/1-30/9/2018 to €10,8 million in the period 1/1/-30/9/2019. This increase is mainly driven from the gain of the sale of our investment in Hellenic Lotteries S.A., as well as from the gain from the repurchase, during the third quarter of 2019, of the bonds due in 2024.

Gain / (losses) from assets disposal, impairment loss and write-off of assets

Gain / (losses) from assets disposal, impairment loss and write-off of assets deteriorated by €3,6 million, from loss €0,3 million in the period 1/1-30/9/2018 to loss €3,9 million in the period 1/1-30/9/2019. This deterioration is mainly driven by the increased impairment provisions of assets, mainly due to the impairment provision of goodwill in subsidiary Inteltek A.S. (note 2.10) of €3,0 million following the award of the competition for Iddaa game, that completed in the first quarter of 2019, to another bidder.

Interest and Similar Expenses

Interest and similar expenses increased by €2,3 million, or 6,1%, from €37,9 million in the nine months period ended September 30, 2018 to €40,2 million in the nine months period ended September 30, 2019. This increase was primarily due to the first time application in 2019 of IFRS 16 accounting for lease agreements, as well as higher interest expenses from US facility.

Interest and Related Income

Interest and related income decreased by €2,4 million, or 36,9% from €6,5 million in the nine months period ended September 30, 2018 to €4,1 million in the nine months period ended September 30, 2019, primarily due to higher interest income on bank deposits and debtors in 2019.

Exchange Differences

The account "Exchange Differences" in the period 1/1-30/9/2019 of €6,2 million mainly refers to gain of approximately €4,8 million from valuation of cash balances in foreign currency other than the functional currency of each entity, as well as gain of approximately €1,4 million from valuation of commercial and borrowing liabilities (intercompany and non) in EUR that various subsidiaries abroad had as at 30/9/2019, with a different functional currency than the Group.

Profit / (loss) from equity method consolidations

Profit from equity method consolidations amounted in the period 1/1-30/9/2019 to €3,5 million compared to profit of €1,5 thousand in the period 1/1-30/9/2018. This is mainly driven by Gamenet's improved outlook following Goldbet's acquisition.

Further analysis for the accounts Group Income Statement for the period 1/1-30/9/2019 compared to 1/1-30/9/2018 is provided in the SEMI-ANNUAL Group Management report ("INTRALOT Group MANAGEMENT'S DISCUSSION & ANALYSIS") for the first nine months of 2019 that has been posted in the website www.intralot.com.

Statement of Financial Position

No significant reclassifications were made to the Group's statement of financial position as of 30/9/2019 compared to the 31/12/2018, except the ones reported in note 2.1.4, after the IFRS 16 first time application.

Contract of OPAP technical support

Intralot Group relationship with Greek Organization of Football Prognostics S.A. (OPAP) began in 1999. On September 2014 The Group signed a four year technology contract with OPAP. Under this contract, the Group has undertaken the implementation of new Data Centers and the provision of hardware and system software as well as services for operation, maintenance, technical support and system development. On February 1, 2017 OPAP announced that they will not seek to renew their technology contract with the Group, which expires on July 30, 2018, and instead will appoint another technology provider. In December 2017, the Group and OPAP agreed the extension of their cooperation, specifically in the field of numerical lotteries that relates to a limited scope compared to the previous contract. New contract, starting on August 1, 2018 has a duration of three years and includes an option for OPAP to renew for an additional two years.

2.25 SUBSEQUENT EVENTS

On November 29, 2019 INTRALOT announced that its U.S. subsidiary INTRALOT Inc., has signed a contract extension to provide its Sports Betting solutions to the New Hampshire Lottery Commission. INTRALOT will offer sports betting starting in early 2020 at over 1,300 existing lottery retailers in New Hampshire.

Maroussi, November 29, 2019

THE CHAIRMAN OF THE BOD AND GROUP CEO

THE DEPUTY CHIEF EXECUTIVE OFFICER AND MEMBER OF THE BOD

S.P. KOKKALIS ID. No. AΙ 091040

C.D. SFATOS ID. No. AH 641907

THE GROUP CFO THE GROUP ACCOUNTING DIRECTOR

A. A. CHRYSOS ID No. AK 544280

Ν. G.PAVLAKIS ID.No. AZ 012557 H.E.C. License No. 15230/ A' Class

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