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Quest Holdings S.A.

Quarterly Report Nov 26, 2020

2622_10-q_2020-11-26_8fa26ad1-5d1a-4a68-9532-f2204de6a160.pdf

Quarterly Report

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Condensed Consolidated Interim Financial Statements for the period ended September 30, 2020

(1 January to 30 September 2020)

In accordance with International Financial Reporting Standards («IFRS»)

These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.

Kallithea, November 25th 2020

Quest Holdings S.A. S.A. Reg.No. 121763701000 2a Argyroupoleos Street GR-176 76 Kallithea Athens - Hellas

(Amounts presented in thousand Euro except otherwise stated)

The attached financial statements have been approved by the Board of Directors of Quest Holdings S.A. on November 25th, 2020, and have been set up on the website address www.quest.gr ,where they will remain at the disposal of the investing public for at least 10 years from the date of its publication.

The Chairman The C.E.O. The Deputy C.E.O.

Theodore Fessas Apostolos Georgantzis Markos Bitsakos

The Group Financial Controller The Chief Accountant

Dimitris Papadiamantopoulos Konstantinia Anagnostopoulou

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Contents Page
Condensed Interim Standalone and Consolidated Statement of Financial Position 3
Condensed Interim Standalone Statement of Comprehensive Income 5
Condensed Interim Standalone and consolidated Statement of Changes in Equity 6
Condensed Interim Standalone and Consolidated Statement of Cash Flows 7
Notes upon financial information 8
1 General information 8
2 Structure of the Group 9
3 Summary of significant accounting policies 9
4 Critical accounting estimates and judgments 10
5 Critical accounting estimates and assumptions 11
6 Segment information 12
7 Property, plant and equipment 14
8 Goodwill 15
9 Intangible assets 15
10 Investment properties 17
11 Investments in subsidiaries 18
12 Investments in associates 20
13 Financial assets at fair value through profit or loss 20
14 Share capital 21
15 Borrowings 21
16 Contingencies 23
17 Guarantees 24
18 Commitments 25
19 Income tax expense 25
20 Dividends 25
21 Related party transactions 26
22 Earnings per share 27
23 Periods unaudited by the tax authorities 28
24 Number of employees 28
25 Seasonality 29
26 Right-of-use assets 29
27 Lease liabilities 29
28 Business Combination 30
29 Events after the balance sheet date of issuance 38

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Condensed Interim Standalone and Consolidated Statement of Financial Position

GROUP COMPANY
Note 30/9/2020 31/12/2019 30/9/2020 31/12/2019
ASSETS
Non-current assets
Property, plant and equipment 7 78.964 68.426 7.524 7.541
Right-of-use assets 26 21.939 26.033 505 572
Goodwill 8 31.997 31.398 - -
Other intangible assets 9 19.931 21.067 3 6
Investment Properties 10 2.809 2.816 - -
Investments in subsidiaries 11 - - 65.053 67.940
Investments in associates 12 173 173 -
-
Financial assets at fair value through P&L 13 4.223 4.145 3.452 3.452
Contract assets 161 130 - -
Financial lease 2.637 2.505 - -
Deferred income tax asset 12.269 11.441 - -
Trade and other receivables 1.055
176.157
1.239
169.373
28
76.565
28
79.538
Current assets
Inventories 32.179 31.495 - -
Trade and other receivables 129.004 125.093 2.536 330
Contract assets 22.438 14.986 - -
Receivables from financial leases 506 337 - -
Financial assets at fair value through P&L 13 1.923 3.226 18 18
Current income tax asset 6.086 3.623 6 5
Cash, cash equivalents and restricted cash 76.564 75.195 12.666 2.748
268.700 253.955 15.226 3.100
Total assets 444.857 423.327 91.791 82.638
EQUITY
Capital and reserves attributable to the Company's shareholders
Share capital 14 47.536 1.430 47.536 1.430
Share premium 106 106
Other reserves (113) 5.248 2.198 7.841
Retained earnings 95.739 134.964 19.668 70.878
Own shares (146) - (25) -
143.016 141.748 69.377 80.255
Non-controling interests 1.412 1.458 - -
Total equity 144.427 143.203 69.377 80.255
LIABILITIES
Non-current liabilities
Borrowings 15 60.000 8.105 11.975 -
Deferred tax liabilities 16.894 16.699 800 760
Retirement benefit obligations 10.358 9.778 28 26
Government Grants 447 377 - -
Contract liabilities 8.274 4.503 - -
Lease liabilities 29 19.594 22.052 436 500
Trade and other payables 1.999 3.872 58 57
Current liabilities 117.565 65.386 13.298 1.343
Trade and other payables 101.106 148.027 729 959
Contract liabilities
Current income tax liability
29.918
16.480
14.786
1.200
-
8.302
-
-
Borrowings 15 28.155 42.320 - -
Government Grants 465 115 - -
Derivative Financial Instruments 3 61 - -
Lease liabilities 27 6.507 8.000 85 82
Provisions for other current payables 230 230 - -
182.864 214.739 9.117 1.041
Total liabilities 300.429 280.126 22.414 2.383
Total equity and liabilities 444.857 423.327 91.791 82.638

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Condensed Interim Consolidated Statement of Comprehensive income

Note 01/01/2020-30/9/2020 01/01/2019-30/9/2019 01/7/2020-30/9/2020 01/07/2019-30/9/2019
Sales
6
480.961 400.097 177.034 141.919
Cost of sales (400.101) (331.228) (146.312) (116.586)
Gross profit 80.859 68.869 30.722 25.333
Selling expenses (27.166) (20.742) (9.797) (7.857)
Administrative expenses (25.758) (22.980) (9.955) (8.303)
Other operating income / (expenses) net 1.857 1.170 484 4
Other profit / (loss) net (196) 626 (4) 549
Operating profit 29.596 26.942 11.449 9.727
Finance income 624 465 77 60
Finance costs (4.697) (4.230) (1.658) (1.776)
Finance costs - net (4.073) (3.765) (1.581) (1.716)
Share of profit/ (loss) of associates - - - -
Profit/ (Loss) before income tax 25.523 23.177 9.868 8.011
19
Income tax expense
(17.998) (7.014) (13.857) (2.455)
Profit/ (Loss) after tax for the period from
continuing operations
7.525 16.164 (3.989) 5.556
Attributable to :
Controlling interest 7.297 15.669 (4.071) 5.339
Non-controlling interest 228 495 82 214
7.525 16.164 (3.989) 5.553
Earnings/(Losses) per share attributable to equity holders of the Company
(in € per share)
Basic and diluted 0,2043 0,4384 (0,1140) 0,1494
Profit / (Loss) for the period
Other comprehensive income / (loss)
Actuarial gains/(losses) on defined benefit
pension plans
- - - -
Provisions for other gain/(loss) that probably
influence the income statement
- - - -
Total comprehensive income / (loss) for the
period
7.525 16.164 -3.989 5.556
Attributable to:

-Owners of the parent 7.297 15.669 -4.071 5.339 -Non-controlling interest 228 495 82 214

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Condensed Interim Standalone Statement of Comprehensive Income

COMPANY
01/01/2020-30/9/2020 01/01/2019-30/9/2019 01/7/2020-
30/9/2020
01/07/2019-30/9/201
Sales - - - -
Cost of sales - - - -
Gross profit - - - -
Selling expenses - - - -
Administrative expenses (1.274) (1.168) (532) (418)
Other operating income / (expenses) net 7.582 6.457 434 322
Other profit / (loss) net (1) 60 - (1)
Operating profit 6.308 5.349 (97) (97)
Finance income 0 6 0 -
Finance costs (69) (20) (58) (6)
Finance costs - net (69) (14) (58) (7)
Profit/ (Loss) before income tax 6.239 5.335 (155) (103)
Income tax expense
19
(11.162) (1) (11.087) (11)
Profit/ (Loss) after tax for the period (4.924) 5.334 (11.242) (113)
Profit / (Loss) for the period
Other comprehensive income / (loss)
Actuarial gains/(losses) on defined benefit
pension plans
- - - -
Provisions for other gain/(loss) that
probably influence the income statement
- - - -
Total comprehensive income / (loss)
for the period
-4.924 5.334 -11.242 -113

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Condensed Interim Standalone and consolidated Statement of Changes in Equity

Attributable to equity holders of the Company
Share capital Other
reserves
Retained
earnings
Own shares Total Non-controling
interests
Total
Equity
Balance at 1 January 2019 3.680 7.982 127.708 - 139.371 765 140.133
Profit/ (Loss) for the year - - 15.669 - 15.669 495 16.164
Other comprehensive income / (loss) for the year, net of tax - - - - - - -
Total comprehensive income / (loss) - - 15.669 - 15.669 495 16.164
Consolidation of new subsidiaries and increase in stake in
existing ones
- - (27) - (27) - (27)
Balance at 30 September 2019 3.680 7.982 143.350 - 155.013 1.260 156.271
Other changes until 31 December 2019 (2.145) (2.734) (8.386) - (13.265) 198 (13.067)
Balance at 31 December 2019 1.535 5.248 134.964 - 141.748 1.458 143.203
Balance at 1 January 2020 1.535 5.248 134.964 - 141.748 1.458 143.203
Profit/ (Loss) for the period
Other comprehensive income / (loss) for the period, net of
-
-
-
-
7.297
-
-
-
7.297
-
228
-
7.525
-
tax
Total comprehensive income / (loss) for the period
- - 7.297 - 7.297 228 7.525
Consolidation of new subsidiaries and increase in stake in
existing ones
- - (75) - (75) (273) (348)
Capitalisation of reserves
Capitalization of reserves Law 2238/1994 and 2579/98
5.361
210.408
(5.361)
-
-
(210.408)
-
-
-
-
-
-
-
-
Offsetting accumulated losses (164.408) - 164.408 - - - -
Share capital return
Tax of Capitalization of reserves
Share Capital Increase expenses
(5.361)
-
-
-
-
-
-
(283)
(164)
-
-
-
(5.361)
(283)
(164)
-
-
-
(5.361)
(283)
(164)
Purchase of own shares - - - (146) (146) - (146)
Balance at 30 September 2020 47.535 (113) 95.739 (146) 143.016 1.412 144.426
Share capital Other
reserves
Retained
eairnings
Own shares Total Equity
COMPANY
Balance at 1 January 2019 3.680 11.019 78.456 - 93.153
Profit/ (Loss) for the year - - 5.448 - 5.448
Other comprehensive income / (loss) for the year, net of tax - - - - -
Total comprehensive income / (loss) - - 5.448 - 5.448
Balance at 30 September 2019 3.680 11.019 83.904 - 98.601
Other changes until 31 December 2019 (2.145) (3.177) (13.026) - (18.348)
Balance at 31 December 2019 1.535 7.842 70.878 - 80.255
Balance at 1 January 2020 1.535 7.842 70.878 - 80.255
Profit/ (Loss) for the period - - (4.924) - (4.924)
Total comprehensive income / (loss) for the period - - (4.924) - (4.924)
Purchase of own shares - - - (146) (146)
Capitalisation of reserves 5.361 (5.361) - - -
Capitalization of reserves Law 2238/1994 and 2579/98 210.408 - (210.408) - -
Offsetting accumulated losses (164.408) - 164.408 - -
Share capital return (5.361) - - - (5.361)
Tax of Capitalization of reserves - (283) - - (283)
Share Capital Increase expenses - - (165) - (165)
Balance at 30 September 2020 47.535 2.197 19.789 (146) 69.376

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Condensed Interim Standalone and Consolidated Statement of Cash Flows

GROUP COMPANY
Note 01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
Profit/ (Loss) before tax 25.523 23.177 6.239 5.335
Adjustments for:
Depreciation of property, plant and equipment
7 4.848 8.529 26 51
Amortization of investment properties 10 7 7 - -
Amortization of intangible assets 9 1.927 1.749 3 12
Amortization of right-of-use assets 26 6.443 3.137 68 68
Reversal of impairments of tangible assets
Impairments of available for sale financial assets
(762)
3
105
(130)
-
-
-
-
(Gain) / Loss on sale of subsidiaries - - - (61)
Interest income (624) (465) (0) (6)
Interest expense 4.697 4.230 69 20
Dividends proceeds (476)
41.586
(468)
39.871
(6.266)
138
(5.470)
(51)
Changes in working capital
(Increase) / decrease in inventories (684) 793 - -
(Increase) / decrease in receivables (11.602) (29.957) (2.206) 1.541
Increase/ (decrease) in liabilities (29.530) (12.990) (229) (180)
(Increase)/ decrease in derivative financial instruments - (78) - -
Increase / (decrease) in retirement benefit obligations 580 611 3 3
(41.236) (41.621) (2.433) 1.363
Net cash generated from operating activities 350 (1.749) (2.295) 1.311
Interest paid (4.697) (4.230) (69) (20)
Income tax paid (5.815) (3.111) (2.821) 9
Net cash generated from operating activities (10.162) (9.090) (5.185) 1.301
Cash flows from investing activities
Purchase of property, plant and equipment 7 (14.903) (1.916) (9) (7)
Purchase of intangible assets 9 (790) (1.052) - (2)
Purchase of financial assets (78) (352) - -
Proceeds from sale of property, plant, equipment and intangible
assets
278 954 - -
Proceeds from financial assets availiable for sale 1.301 374 - 435
Acquisition of subsidiaries - (22.445) 2.887 -
Share capital decrease of subsidiaries - - - 3.568
Share capital inrcrease of subsidiaries
Net cash outflow for the acquisition of a subsidiary company minority interest
-
(868)
-
-
-
-
(7.353)
-
Interest received 624 465 - 6
Dividends received 476 468 6.266 5.470
Net cash used in investing activities (13.960) (23.504) 9.144 2.118
Cash flows from financing activities
Proceeds from borrowings
15 42.554 39.047 - -
Repayment of borrowings 15 (4.824) (5.696) 11.975 -
Repayment of lease liabilities (6.284) (2.930) (62) (61)
Dividends paid to shareholders (5.644) - (5.643) -
Proceeds from sale/ (purchase) of own shares (146) - (146) -
Share capital inrcrease expenses (164) - (165) -
Return of Share Capital 22 - - - -
Net cash used in financing activities 25.492 30.422 5.959 (61)
Net increase/ (decrease) in cash and cash equivalents 1.370 (2.172) 9.918 3.358
Cash and cash equivalents at beginning of year 75.195 63.164 2.748 3.611
Cash and cash equivalents of acquired Subsidiaries - (2.884) - -
Cash, cash equivalents and restricted cash at end of the
period
76.564 63.876 12.666 6.969

(Amounts presented in thousand Euro except otherwise stated)

Notes upon financial information

1 General information

Financial statements include the financial statements of Quest Holdings S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the period ended September 30, 2020, according to International Financial Reporting Standards ("IFRS"). The names of the Group's subsidiaries are presented in Note 23 of this information.

The main activities of the Group are the distribution and trading of information technology and telecommunications products, the design, application and support of integrated systems and technology solutions, courier and postal services, electronic payments and production of electric power from renewable sources.

The Group operates in Greece, Romania, Cyprus, Holland, Belgium, Italy and Luxembourg and the Company's shares are traded in Athens Stock Exchange.

These group consolidated financial statements were authorized for issue by the Board of Directors of Quest Holdings S.A. on November 25th, 2020.

Shareholders composition is as follows:

Theodore Fessas 50,02%
Eftichia Koutsoureli 25,25%
Other investors 24,73%

Total 100%

The address of the Company is Argyroupoleos 2a str., Kallithea Attikis, Greece.

The Board of Director of the Company is as follows:

    1. Theodore Fessas Chairman, Executive Member
    1. Eftychia Koutsoureli Vice Chairwoman, Executive Member
    1. Apostolos Georgantzis CEO, Executive Member
    1. Markos Bitsakos Deputy CEO,Executive Member
    1. Maria Damanaki- Independent Non-Executive Member
    1. Nikolaos Karamouzis Independent Non-Executive Member
    1. Nikolaos Socrates Lambroukos Executive Member
    1. Apostolos Papadopoulos Independent Non-Executive Member
    1. Apostolos Tamvakakis Independent Non-Executive Member
    1. Phaidon Tamvakakis Independent Non-Executive Member
    1. Pantelis Tzortzakis- Independent Non-Executive Member

The Audit Company is:

KPMG SA

Stratigou Tompa 3 15342 Ag. Paraskeyi Greece

Company's website address is www.quest.gr.

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

2 Structure of the Group

The structure of the Quest Holdings group is presented as follows:

3 Summary of significant accounting policies

I) Preparation framework of the financial information

This interim financial information covers the nine-month period ended September 30, 2020 and has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting".

The accounting policies used in the preparation and presentation of this interim financial information are the same as the accounting policies that were used by the Company and the Group for the preparation of the annual financial statements for the year ended December 31st, 2019.

The interim financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2019, which are available on the Group's web site at the address www.quest.gr.

(Amounts presented in thousand Euro except otherwise stated)

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and liabilities at fair value through profit or loss.

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgement in the process of applying the Group's accounting policies. Moreover, it requires the use of estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of the financial information and the reported income and expense amounts during the reporting period. Although these estimates and judgments are based on the best possible knowledge of the Management with respect to the current conditions and activities, the actual results can eventually differ from these estimates.

Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.

The group and the Company fulfill their needs for working capital through cash flows generated, including bank lending.

Current economic conditions continue to limit the demand for the Group's and Company's products, as well as their liquidity for the foreseeable future.

The Group and the Company, taking into account possible changes in their business performance, create a reasonable expectation that the Company and the Group have adequate resources to seamlessly continue their business operations in the near future.

Therefore, the Group and the Company continue to adopt the "principle of business continuity of their activities" during the preparation of the separate and consolidated financial statements for the period from January 1st, to September 30, 2020.

II) New standards, amendments to standards and interpretations:

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

New standards, interpretations and amendments to existing standards and interpretations that were adopted by the Group and the Company

The amendments and interpretations that first applied in 2020 do not have a material effect on the Interim Condensed separate and consolidated Financial Statements for the period ended September 30, 2020. These are also included below.

Standards and Interpretations effective for the current financial year

Conceptual Framework in IFRS standards: The IASB issued the revised Conceptual Framework for Financial Reporting on 29 March 2018. The Conceptual Framework sets out a comprehensive set of concepts for financial reporting, standard setting, guidance for preparers in developing consistent accounting policies and assistance to others in their efforts to understand and interpret the standards. IASB also issued a separate accompanying document, Amendments to References to the Conceptual Framework in IFRS Standards, which sets out the amendments to affected standards in order to update references to the revised Conceptual Framework. Its objective is to support transition to the revised Conceptual Framework for companies that develop accounting policies using the Conceptual Framework when no IFRS Standard applies to a particular transaction.

IFRS 3 Business Combinations (Amendments): The IASB issued amendments in Definition of a Business (Amendments to IFRS 3) aimed at resolving the difficulties that arise when an entity determines whether it has acquired a business or a group of assets. The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of that period, with earlier application permitted.

IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of 'material' (Amendments). The Amendments clarify the definition of material and how it should be applied. The new definition states that, 'Information is material if omitting, misstating or obscuring it could reasonably be expected to influence 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'. In addition, the explanations accompanying the definition have been improved. The Amendments also ensure that the definition of material is consistent across all IFRS Standards.

IFRS 9, IAS 39 and IFRS 7 (Amendments) "Interest rate benchmark reform": The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties.

(Amounts presented in thousand Euro except otherwise stated)

Standards and Interpretations effective for subsequent periods

The Group and the Company has not early adopted any other of the following standards, interpretations or amendments that have been issued but are not yet effective. In addition, the Group and the Company assessed all standards, interpretations and amendments issued but not yet effective, and concluded that, they will not have any significant impact on the consolidated financial statements.

IFRS 10 (Amendment) Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture: The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU.

IAS 1 (Amendment) "Classification of liabilities as current or non-current" (annual periods beginning on or after 1 January 2022). The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the "settlement" of a liability. The amendment has not yet been endorsed by the EU.

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions' (effective for annual periods beginning on or after 1 June 2020). The amendment provides lessees (but not lessors) with relief in the form of an optional exemption from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for rent concessions in the same way as they would for changes which are not considered lease modifications. The amendment has not yet been endorsed by the EU.

4 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical data, forecasts and expectations of future events that are deemed reasonable under the circumstances.

Spread of the epidemic COVID-19

The pandemic of coronavirus (COVID-19), which also appeared and spread in Greece, is expected to have negative impact on the global economic activity, as well as on the business activities of the Group. The rapid spread of COVID-19 at a global scale has led to the disruption and suspension of operation of many businesses. The Group will possibly face consequences in some of the markets in which the Group is active, due the imposition of quarantine measures, the phenomena of market falling and the changes in the behavior of customers, due to the fear of the pandemic, as well as the impact on the labor force of the Group, if the virus is widely spread. In addition, the customers, the distribution partners, the service providers or the suppliers of the Group may face economic difficulty, file application for bankruptcy, cease their operation or suffer disruption in their business activity due to the pandemic. At the moment, the extent of the hit in the results of the Group due to the pandemic is uncertain. COVID-19 epidemic may have further negative consequences on the global economy in 2020, while, in the future, it may negatively affect the activities of the Group or reduce the demand for its products. Each of these developments may have significant consequences on the economic results of the Group in 2020, and later on. However, given the dynamic nature of the epidemic, the extent to which COVID-19 shall affect the results of the Group shall depend on the future developments, which remain extremely uncertain and cannot be foreseen at the time. Continued spread of COVID-19 may cause economic slow-down or downturn, a fact that will adversely affect the demand for the products of the Group, or cause other unforeseen events, each of which may affect the business activity, operating results or financial situation of the Group.

5 Critical accounting estimates and assumptions

The Company and the Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and assumptions involving significant risk adjustment to the carrying value of assets and liabilities within the next financial year are addressed below.

Estimates and assumptions are continually reassessed and are based on historical experience as adjusted for current market conditions and other factors, including expectations of future events which are considered reasonable under the circumstances.

(a) Income tax

Judgement is required by the Group in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters

(Amounts presented in thousand Euro except otherwise stated)

is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(b) Estimated trade receivables impairment

The Company examines the overdue balances of customers and whether exceeding the credit policies. The Company makes impairments of doubtful balances and creates corresponding provisions based on estimations. Estimates are made taking into consideration the timing and amount of repayment of receivables and any collateral of claims received. In particular, when there are guarantees, the Company creates provisions for doubtful debts, with percentage less than 100% of the claim. These statements involve significant degree of subjectivity and require the judgment of management.

(c) Estimation of investments and non-financial assets impairment

The Company examine annually and whether the shareholdings and non-financial assets have suffered any impairment in accordance with accounting practices. The recoverable amounts of cash generating units have been determined based on value in use. These calculations require the use of estimates.

(d) Retirement obligations

The present value of retirement obligations depends on a number of factors that are determined using actuarial methods and assumptions. Such actuarial assumption is the discount rate used to calculate the cost of delivery. Changes in these assumptions will change the present value of the obligations in the balance sheet.

The Group and the Company determine the appropriate discount rate at the end of each year. This is defined as the rate that should be used to determine the present value of future cash flows, which are expected to be required to meet the obligations of the pension plans. Low risk corporate bonds are used to determine the appropriate discount rate, which are converted to the currency in which the benefits will be paid, and whose expiry date is approaching that of the related pension obligation.

(e) Provisions for pending legal cases

The Company has pending legal cases. Management evaluates the outcome of the cases and, if there is a potential negative outcome then the Company makes the necessary provisions. The provisions, when they are required are calculated based on the present value of management's estimation of the expenditure required to settle the obligation at the balance sheet date. This value is based on a number of factors which require the exercise of judgment.

6 Segment information

Primary reporting format – business segments

The Group is organised into five business segments:

  • (1) Information Technology Products
  • (2) Information Technology Services
  • (3) Postal services
  • (4) Production of electric power from renewable sources
  • (5) Electronic payments

Management monitors the financial results of each business segment separately. These business segments are managed independently. The management making business decisions is responsible for allocating resources and assessing performance of the business areas.

In Unallocated mainly included the Company's activity.

The segment results for the period ended 30 of September 2020 and 30 of September 2019 are analysed as follows:

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

1st January to 30 September 2020

Information
technology
products
Information
technology
services
Postal services Electronic
payments
Production of
electric power
from renewable
sources
Unallocated Total
Total gross segment sales 297.908 94.784 89.111 25.450 7.640 377 515.270
Inter-segment sales (31.421) (1.307) (1.213) (110) (249) (9) (34.310)
Net sales 266.487 93.477 87.898 25.340 7.391 368 480.961
Operating profit/ (loss) 7.261 3.945 11.175 2.414 4.183 618 29.596
Finance (costs)/ revenues (1.557) (383) (489) (488) (1.086) (71) (4.073)
Share of profit/ (loss) of Associates - - - - - - -
Profit/ (Loss) before income tax 5.704 3.562 10.686 1.926 3.097 548 25.523
Income tax expense (note 19) (17.998)
Profit/ (Loss) after tax for the period 7.525

1st January to 30 September 2019

Information
technology
products
Information
technology
services
Postal services Electronic
payments
Production of
electric power
from renewable
sources
Unallocated Total
Total gross segment sales 230.522 85.748 80.184 25.033 5.201 - 426.688
Inter-segment sales (24.433) (943) (980) (102) (130) (4) (26.591)
Net sales 206.090 84.805 79.204 24.931 5.071 (4) 400.097
Operating profit/ (loss) 5.795 2.440 10.588 5.140 2.632 347 26.942
Finance (costs)/ revenues (1.482) (340) (365) (722) (843) (14) (3.765)
Share of profit/ (loss) of Associates - - - - - - -
Profit/ (Loss) before income tax 4.314 2.100 10.224 4.418 1.789 333 23.177
Income tax expense (note 19) (7.014)
Profit/ (Loss) after tax for the period 16.164

Transfers and transactions between segments are on commercial terms and conditions, according to those that apply to transactions with third parties.

(Amounts presented in thousand Euro except otherwise stated)

7 Property, plant and equipment

Property, plant and equipment of the Group and the Company are analyzed as follows:

Land and
buildings
Vehicles and
machinery
Buildings
under
construction
Furniture and
other
equipment
Total
GROUP - Cost
1st January 2019 34.163 66.799 3.673 28.908 133.543
Implementation of IFRS 16 - (24.280) - - (24.280)
Adjusted Balance at 1 January 2019 34.163 42.519 3.673 28.908 109.263
Additions 2.529 706 - 1.570 4.805
Disposals / Write-offs (406) (1.934) - (5.079) (7.419)
Acquisition of subsidiaries 2.032 17.916 - 55 20.003
Impairment - - (700) - (700)
Reclassifications - (189) - (13) (201)
31 December 2019 38.318 59.018 2.973 25.441 125.750
Accumulated depreciation
1st January 2019 (10.922) (33.250) - (23.831) (68.003)
Implementation of IFRS 16 - 14.980 - - 14.980
Adjusted Balance at 1 January 2019 (10.922) (18.270) - (23.831) (53.023)
Depreciation charge (549) (3.733) - (1.643) (5.925)
Disposals / Write-offs 54 1.200 - 5.073 6.328
Acquisition of subsidiaries (159) (4.819) - (27) (5.006)
Reclassifications - 291 - 11 302
31 December 2019 (11.575) (25.332) - (20.417) (57.325)
Net book value at 31 December 2019 26.743 33.687 - 5.023 68.425
1 January 2020 38.318 59.018 2.973 25.441 125.750
Additions 6.664 2.462 - 5.778 14.903
Disposals / Write-offs - (654) - (27) (681)
Impairments (reversal) - 762 - - 762
Reclassifications (1.255) (349) - 1.665 62
30 September 2020 43.727 61.240 2.973 32.857 140.797
Accumulated depreciation
1 January 2020 (11.575) (25.332) - (20.417) (57.324)
Depreciation charge (396) (3.146) - (1.306) (4.848)
Disposals / Write-offs - 418 - 24 442
Reclassifications (215) 86 - 28 (101)
30 September 2020 (12.186) (27.974) - (21.671) (61.832)
Net book value at 30 September 2020 31.541 33.267 2.973 11.186 78.965

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Land and
buildings
Vehicles and
machinery
Furniture and
other
equipment
Total
COMPANY - Cost
1st January 2019 12.980 320 1.636 14.935
Additions - - 7 7
Disposals / Write-offs - - (1) -
31 December 2019 12.980 320 1.643 14.943
Accumulated depreciation
1st January 2019 (5.578) (317) (1.440) (7.335)
Depreciation charge (16) (1) (49) (67)
31 December 2019 (5.595) (318) (1.489) (7.402)
Net book value at 31 December 2019 7.385 2 154 7.542
1 January 2020 12.980 320 1.643 14.943
Additions - 1 8 9
30 September 2020 12.980 321 1.652 14.952
Accumulated depreciation
1 January 2020 (5.595) (318) (1.489) (7.402)
Depreciation charge (12) (1) (12) (26)
30 September 2020 (5.608) (320) (1.502) (7.428)
Net book value at 30 September 2020 7.372 1 150 7.525

In 2019, as a result of the first implementation of IFRS 16 (Leases), acquisition cost of the amount of 24,280 thousand euros and accumulated depreciation in the amount of 14,980 thousand euros were reclassified from the item of tangible fixed assets to the item of lease payables (Note 27). The above amounts concern unamortized remaining equipment of the subsidiary Cardlink, which has been acquired through leasing.

The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 18.

8 Goodwill

The Goodwill of the Group are analyzed as follows:

GROUP
30/9/2020 31/12/2019
At the beginning of the year 31.398 28.286
Additions 600 3.111
At the end 31.997
31.398

The amount of € 31.997 thousand of goodwill contains € 4.932 thousand for the acquisition of «Rainbow S.A.», which has been absorbed in 2010 by the 100% subsidiary "iSquare SA", € 3.785 thousand from the acquisition of minority interests of the subsidiary "ACS SA", € 16.820 thousand value of the goodwill of the acquired company under trade name "Cardilink SA" and a total amount of €6.461 thousand of temporary and definitive goodwill on acquisitions of indirect subsidiaries and presented in the present financial report of the Group (Note 28 – Business combinations). The calculation of the above goodwill and the financial exposure of the Group is presented in the present Financial Reporting note under number 28 – "Business combinations".

The Group, upon expiry of the closing financial year proceeded, based on IFRS 3 (Business combination), to the finalization of the respective appreciations concerning the acquisition of companies, which are active in the sector or electricity production from RES. The finalization of appreciations is described in note 45 – Business combination.

In previous year the recoverable amount of a CGU is determined according to the value in use calculations. These calculations are pre-tax cash flow projections based on financial budgets approved by the management and cover a five-year period.

(Amounts presented in thousand Euro except otherwise stated)

The key assumptions used for value-in-use calculations are consistent with the external information sources. For the "Apple products distribution" segment, these are: discount rate: 7,1%, sales growth rate: 3%, EBITDA margin: 3,6%, growth rate in perpetuity: 1,5%. Concerning the segment of courier services, the key assumptions are: discount rate: 7,1%, sales growth rate: 5%, EBITDA margin:14,8%, growth rate in perpetuity: 1,5%. Relating to the segment of financial services: discount rate: 7,1%, sales growth rate: 4%, EBITDA margin: 30%, growth rate in perpetuity: 1,5% and relating to the segment of renewable energy discount rate: 6,5%, sales growth rate: 0% and EBITDA margin: 80%.

Budgeted gross margin is based on last year's performance increased by the expected growth rate of return.

9 Intangible assets

The intangible assets of the Group and the Company are analyzed as follows:

Industrial
property rights
Software &
Others
Total
GROUP - Cost
1st January 2019 22.313 20.834 43.148
Additions - 1.893 1.893
Disposals / Write-offs (739) (286) (1.025)
Acquisition of subsidiaries 12.776 - 12.776
31 December 2019 34.350 22.440 56.792
Accumulated depreciation
1st January 2019 (17.610) (16.460) (34.071)
Depreciation charge (879) (1.801) (2.679)
Disposals / Write-offs 739 286 1.025
31 December 2019 (17.750) (17.975) (35.725)
Net book value at 31 December 2019 16.600 4.467 21.067
1 January 2020 34.350 22.441 56.792
Additions - 790 790
30 September 2020 34.350 23.231 57.582
Accumulated depreciation
1 January 2020 (17.750) (17.975) (35.725)
Depreciation charge (178) (1.749) (1.927)
30 September 2020 (17.928) (19.723) (37.652)
Net book value at 30 September 2020 16.422 3.508 19.930

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Software &
Others
Total
COMPANY - Cost
1st January 2019 46 46
Additions 2 2
31 December 2019 47 47
Accumulated depreciation
1st January 2019 (25) (25)
Depreciation charge (16) (16)
31 December 2019 (42) (42)
Net book value at 31 December 2019 6 6
1 January 2020 47 47
30 September 2020 47 47
Accumulated depreciation
1 January 2020 (42) (42)
Depreciation charge (3) (3)
30 September 2020 (45) (45)
Net book value at 30 September 2020 3 3

In the previous year, at the Group, the item "purchase of subsidiaries" of the amount of 12,776 thousand euros in the closing financial year and of the amount of 4,424 thousand euros in the previous financial year concerns the allocation of the purchase price (PPA) of subsidiaries and is shown in note 28 – Business combination. Based on the allocation of the purchase price of the subsidiaries described in this note, intangible assets relating to production and sale rights of electricity from RES with useful life 27 years from the commencement of operation of photovoltaic stations were recognized.

10 Investment properties

The change of investment properties of the Group is as follows:

GROUP
30/9/2020 31/12/2019
Balance at the beginning of the year 2.816 2.825
Fair value adjustments (7) (10)
Balance at the end of the period 2.809 2.816

The amount of € 2.809 thousand concerns the value of the subsidiary's, "UNISYSTEMS S.A.", land, in Athens, which had been acquired in 2006 with initial plan the construction of offices. In 2007 the management decided not to construct the mentioned offices. Thus, this land is owned for long term investment other than short term disposal, based on the requirements of I.F.R.S. 40 «Investment Properties» and thus has been transferred from Property, plant and equipment to Investment Properties.

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

11 Investments in subsidiaries

The movement of investment in subsidiaries is as follows:

COMPANY
30/9/2020 31/12/2019
Balance at the beginning of the year 67.940 64.435
Additions 200 7.352
Capital decrease of subsidiaries (3.087) (3.849)
Balance at the end 65.053 67.940

Current period:

The amount of € (3.087) thousand related to the share capital decrease with cash return of Subsidiary «Unisystems S.A.» (€ 2.001 thousand) thousand and of subsidiary Info Quest Technologies (€ 1.086 thousand).

Previous year:

The amount of € 7.352 thousand refers mainly to the share capital increase of the subsidiary «Quest Energy S.A.» The amount of € (3.849) thousand related to the share capital decrease with cash return of Subsidiary «Info Quest Technologies S.A.» and «Unisystems S.A.».

Summarized financial information relating to subsidiaries:

30 September 2020

Name Country of
incorporation
Cost Carrying
Impairment
amount
% interest
held
UNISYSTEMS SMSA Greece 62.931 (38.980) 23.951 100,00%
ACS SMSA Greece 23.713 (21.345) 2.368 100,00%
ISQUARE SMSA Greece 60 - 60 100,00%
QUEST ΕΝΕRGY S.A. Greece 17.168 - 17.168 100,00%
QUEST onLINE SMSA Greece 810 (810) - 100,00%
INFO QUEST Technologies SMSA Greece 25.375 (13.431) 11.944 100,00%
ISTORM SMSA Greece 3.157 - 3.157 100,00%
DIASIMO HOLDINGS LTD Cyprus - - - 100,00%
CARDLINK S.A. Greece 5.825 - 5.825 85,00%
CARDLINK ONE S.A. Greece 281 - 281 85,00%
CLIMA SMSA Greece 200 - 200 100,00%
Quest international SRL Belgium 100 - 100 100,00%
139.619 (74.567) 65.053

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

31 December 2019

Name Country of
incorporation
Cost Impairment Carrying
amount
% interest
held
UNISYSTEMS SMSA Greece 64.932 (38.980) 25.952 100,00%
ACS SMSA Greece 23.713 (21.345) 2.368 100,00%
ISQUARE SMSA Greece 60 - 60 100,00%
QUEST ΕΝΕRGY S.A. Greece 17.168 - 17.168 100,00%
QUEST onLINE SMSA Greece 810 (810) - 100,00%
INFO QUEST Technologies SMSA Greece 26.461 (13.431) 13.030 100,00%
ISTORM SMSA Greece 3.157 - 3.157 100,00%
DIASIMO HOLDINGS LTD Cyprus - - - 100,00%
CARDLINK S.A. Greece 5.825 - 5.825 85,00%
Cardlink one S.A. Greece 281 - 281 85,00%
Quest international SRL Belgium 100 - 100 100,00%
142.506 (74.567) 67.940

In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are presented below:

The 100% held subsidiary of "ACS S.A." "GPS" and the 100% subsidiary ACS INVEST UK LIMITED based in Great Britain.

The subsidiaries of "Quest Energy S.A.", "Amalia Wind Farm of Viotia S.Α." (100% subsidiary), "Megalo Plai Wind Farm of Viotia S.Α". (100% subsidiary), "Quest Aioliki Livadiou Larisas Ltd" (98.67% subsidiary), "Quest Aioliki Servion Kozanis Ltd" (98.67% subsidiary), "Quest Aioliki Distomou Megalo Plai Ltd" (98.67% subsidiary), «Quest Solar Viotias ltd» (98,67 subsidiary), "Quest Aioliki Sidirokastrou Hortero Ltd" (98.67% subsidiary), " Aioliko parko Dramas Ltd" (90% subsidiary), Xilades S.A. (100% subsidiary) and Wind Sieben S.A. (100% subsidiary), BETA SUNENERGIA KARVALI S.A. (100% subsidiary), FOS ENERGIA KAVALAS S.A. (100% subsidiary), NUOVO KAVALA PHOTOPOWER S.A. (100% subsidiary), ENERGIA FOTOS BETA XANTHIS S.A. (100% subsidiary), PETROX SOLAR POWER S.A. (100% subsidiary), PHOTOPOWER EVMIRIO BETA S.A. (100% subsidiary) and MILOPOTAMOS FOS 2 S.A. (100% subsidiary) and ADEPIO ltd (100% subsidiary).

  • «Unisystems Cyprus Ltd»'s subsidiary «Quest Rom Systems Integration & Services Ltd» had been renamed to «Unisystems information technology systems SLR» and is based in Romania (100% subsidiary).
  • The 100% held subsidiary of "iStorm S.A.", "iStorm Cyprus", which is established in Cyprus.
  • The 100% held subsidiary of "iSquare S.A.", "iQbility Ltd.".
  • The 100% held subsidiary of "Wind Sieben S.A.", "Energiaki Markopoulou S.A.".
  • The 100% held subsidiary of "ADEPIO LTD", "Kinigos S.A.".
  • The 100% held subsidiary of "Xilades S.A.", "Palaiomilos S.A.".
  • The 100% held subsidiary of "Info Quest Technologies S.A.", "Info Quest Technologies Cyprus LTD".

All the subsidiaries (direct & indirect) of the Company as well as the method of their consolidation are also mentioned in the Note under number 23 (Periods unaudited by the tax authorities).

No other significant changes have been realized in "Investments in subsidiaries".

(Amounts presented in thousand Euro except otherwise stated)

12 Investments in associates

The Group has significant influence over the below associates. The Group's interest in these associates is accounted for using the equity method in the consolidated financial statements. The following table illustrates the summarized financial information of the Group's investment in associates:

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Balance at the beginning of the year 173 173 - -
Balance at the end 173 173 - -

"NUBIS S.A." (43,26% associate) , and Park Mobile Hellas SA ." (40 % associate) and ACS Cyprus ltd." (20 % associate) are also included as associates of the Company ("Quest Holdings").

13 Financial assets at fair value through profit or loss

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Balance at the beginning of the year 7.373 8.447 3.470 3.992
Additions 78 360 - -
Disposals / Write-offs (1.301) (423) - (423)
Revaluation at fair value (3) (1.012) - (100)
Other - 2 - 2
Balance at the end 6.146 7.373 3.470 3.470
Non-current assets 4.223 4.145 3.452 3.452
Current assets 1.923 3.226 18 17
6.146 7.373 3.470 3.470

The Financial Assets at fair value through P&L comprise listed shares and bonds. The fair values of listed securities are based on published period-end bid prices on the date of the financial information.

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

14 Share capital

Number of shares Ordinary shares Share premium Treasury
shares
Total
1st January 2019 11.913.632 3.574 106 - 3.680
Share Capital decrease - (5.004) - - (5.004)
Share Capital Increase - 2.859 - 2.859
Split 23.827.264 - - -
31 December 2019 35.740.896 1.429 106 - 1.535
1 January 2020 35.740.896 1.430 106 - 1.536
Capitalisation of reserves - 5.361 - - 5.361
Capitalization of reserves - 210.514 (106) - 210.408
Offsetting accumulated losses - (164.408) - - (164.408)
Share capital return - (5.361) - - (5.361)
30 September 2020 35.740.896 47.536 - - 47.536

Current period

The Ordinary General Meeting of Shareholders of 26/06/2020 decided to increase the share capital of the company by the amount of 5,361,134.40 euro with an increase in the nominal value of each share per euro 0.15 (from euro 0.04 to euro 0.19) with a capitalization of part of the excess of the obligatory statutory reserve and the simultaneous reduction of the share capital of the Company to 5,361,134.40 euro with a reduction of the nominal value of each share to 0.15 (from euro 0.19 to euro 0,04) with cash return to its shareholders (total amount of euros 5,361,134.40).

In addition, the above Ordinary General Meeting decided to further increase the share capital of the Company as a result of capitalization of reserves formed by specially taxed profits, in accordance with the provisions of Law 2238/1994, the reserve in favor of the premium and part of the full tax reserve. in accordance with the provisions of Law 2579/98, by increasing the nominal value of the shares from euro 0.04 to euro 5.93 per share and reducing the share capital by reducing the nominal value of the shares by euro 4.60 to offset accumulated losses. Following the above corporate transactions, the share capital amounts to euro 47,535,391.68 and will be divided into 35,740,896 intangible common registered shares with a nominal value of euro 1.33 each.

Previous year

The Ordinary General Meeting of shareholders of the Company, which was held on June 25th, 2019, decided, among others, the reduction of the nominal value of the share from 0.30 Euros to 0.10 Euros and the simultaneous increase of the total number of shares from 11,913,632 to 35,740,896 ordinary registered voting shares (split) and the distribution without charge of shares to Shareholders with replacement proportion 3 new to 1 old. The new 23,827,264 shares were distributed without charge to the shareholders of the Company. Following the above corporate change, the share capital of the Company amounted to 3,574,089.60 Euros, divided in 35,740,896 ordinary registered voting shares, with a nominal value of each share 0.10 Euros.

The Ordinary General Meeting of Shareholders of 15/10/2019 decided the increase of the share capital of the company by the amount of 2,859,271.68 euros by the increase of the nominal value of each share by 0.08 euros (from 0.10 euros to 0.18 Euros) through the capitalization of part of the surplus of the obligatory statutory reserve and the simultaneous reduction of the share capital of the Company by 5,003,725.44 Euros, by reduction of the nominal value of each share by 0.14 euros (from 0.18 euros to 0.04 euros), with a view to the reimbursement of capital in cash to shareholders of 5,003,725.44 euros, that is, 0.14 euros per share. Following the above increase and reduction, the share capital amounted to 1,429,635.84 euros and it is divided in 35,740,896 intangible ordinary registered shares of a nominal value of 0.04 each.

At the end of the current period, the Company holds 22.082 own shares which represent 0,06% of the share capital with an average acquisition price of € 6,64 per share.

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

15 Borrowings

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Non-current borrowings
Bank borrowings 548 2.751 - -
Bonds 59.452 5.354 11.975 -
Total non-current borrowings 60.000 8.105 11.975 -
Current borrowings
Bank borrowings 17.033 39.638 - -
Bonds 7.679 1.325 - -
Other borrowings (Factoring) 3.444 1.357 - -
Total current borrowings 28.155 42.320 - -
Total borrowings 88.155 50.425 11.975 -

The Group has approved credit lines with financial institutions amounting to euro 150 million and the Company to euro 0,5 million. Short term borrowings fair values reach their book values.

The movement of borrowings is analyzed as follows:

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Balance at the beginning of the year 50.425 37.441 - -
Repayment of borrowings (4.824) (3.821) (25) -
Proceeds of borrowings 42.554 20.511 12.000 -
Implementation of IFRS 16 - (10.338)
Acquisition of subsidiaries - 6.631 - -
Balance at the end 88.155 50.425 11.975 -

Both the Company and the Group are not exposed to exchange risk since the total of borrowings for nine-months of 2020 was in euro.

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Between 1 and 2 years 4.511 2.932 - -
Between 2 and 3 years 17.824 711 5.987 -
Between 3 and 5 years 28.720 4.462 5.987 -
Over 5 years 8.944 - - -
60.000 8.105 11.975 -

The Company is exposed to interest rate changes that domain in the market and which affect its financial position and cash flow. The cost of borrowing is possible to either increase or decrease as a result of the above mentioned fluctuations.

(Amounts presented in thousand Euro except otherwise stated)

Bond Loans

The Company

On July 27, 2020, Quest Holdings S.A. entered into a bond loan with ALPHA BANK amounting to € 12,000 thousand euros, in accordance with the provisions of Law 4548/2018 and Law 3156/2003. ALPHA BANK SA was appointed Payment Manager and Representative of Bondholders and Bond Lenders.

Cardlink S.A.

On December 13th, 2019, Cardlink SA entered into a Bond Loan with Alpha Bank, amounting to 10.000 thousand Euros. The repayment of the loan will be made in 6 six-month instalments commencing on 16/6/2022 with an amount of 1.666 thousand Euros, and the last instalment amounting to 1.666 thousand Euros will be repaid according to the repayment plan on 16/12/2024.

Wind Sieben S.A.

On April 24th, 2019, the subsidiary "Wind Sieben S.A." entered into a Bond Loan with Alpha Bank, amounting to 3.500 thousand Euros. The repayment of the loan will be made in 26 quarterly instalments commencing on 30/6/2019 with an amount of 111 thousand Euros, and the last instalment amounting to 334 thousand Euros will be repaid according to the repayment plan on 30/6/2025.

Kinigos S.A.

On December 18th, 2013, the subsidiary "Kinigos S.A." entered into a Bond Loan with National Bank of Greece, amounting to 11.116 thousand Euros. The repayment of the loan will be made in 23 six-month instalments commencing on 31/12/2015.

ISQUARE

The subsidiary «iSquare S.A.» on July 27, 2020 entered into a Bond loan with Alpha bank amounting to 5,000 thousand euros. The loan will be repaid within one year from the conclusion of the loan.

Info Quest Technologies S.A.

The subsidiary «Info Quest Technologies S.A.» on July 27, 2020 entered into a Bond loan with Alpha bank amounting to euro 10,000 thousand. The duration of the loan is five years and the last installment of the loan will be on 27/7/2025.

In addition, the subsidiary «Info Quest Technologies S.A.» on July 30, 2020 entered into a Bond loan with the National Bank amounting to 10,000 thousand euros. The duration of the loan is five years and the last installment of the loan will be on 2727/2025.

16 Contingencies

The Group and the Company have contingencies in respect of bank guarantees, guarantees and other matters arising in the ordinary course of business from which Management is confident that no material liability will arise.

The contingent liabilities are analysed as follows:

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Letters of guarantee to customers securing contract performance 11.166 5.707 - -
Letters of guarantee to participations in contests 2.173 1.792 - -
Letters of guarantee for credit advance 1.647 1.038 - -
Guarantees to banks on behalf of subsidiaries 47.290 47.290 47.290 47.290
Letters of guarantee to creditors on behalf of subsidiaries 8.975 13.975 8.975 13.975
Other 13.878 9.287 - -
85.129 79.089 56.265 61.265

In addition to the above, the following specific issues should be noted:

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

The tax obligations of the Group are not final since there are prior periods which have not been inspected by the tax authorities. Note 23 presents the last periods inspected by the tax authorities for each company in the Group.

Furthermore, there are various legal cases against companies of the Group for which the Management estimates that no additional material liabilities will arise.

17 Guarantees

Upon the expiry of the 3rd Quarter of 2020, the following encumbrances on the movable property of companies of the Group exist:

  1. For the company "Xylades Energy SA", the Amortized Loan Agreement of May 11th, 2012 has been concluded with the Greek Postal Savings Bank SA, in the amount of 2,548 thousand euros, for the security of which the Registered Pledge Agreement on Movable Property (Law 2844/2000) of July 23, 2012 has been concluded (Law 2844/2000), which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of such company have been pledged.

  2. For the company "WIND SIEBEN VIOTIA ENERGY SA", the bond Loan Agreement of March 24th, 2019, has been concluded with the ALPHA BANK in the amount of 3,500 thousand euros, for the security of which, the following security agreements have been concluded:

2.a The Pledge Agreement on Movable Property (Law 2844/2000) of 24th April 2019, which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of the company have been pledged and 2.b The Pledge Agreement on Securities of 24th April 2019.

  1. For the company "FOS KAVALA ENERGY S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  2. For the company "MYLOPOTAMOS FOS2 S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  3. For the company "ENERGIA FOTOS BETA XANTHIS SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  4. For the company "PHOTTOPOWER EVMIRIO BETA S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  5. For the company "PETROX SOLAR POWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  6. For the company "NUOVO KAVALA PHOTTOPOWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  7. For the company "BETA SUNENERGIA KARVALI SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  8. For the company "ENERGIAKI MARKOPOULOU2 SA ", the Amortized Loan Agreement of April 1, 2013 has been concluded with Alpha Bank SA in the amount of 470 thousand euros, for the security of which the Pledge Agreement on Securities of February 20th, 2014 has been concluded.

  9. For the company "Kinigos SA ", the Bond Loan Agreement of September 28, 2020 has been concluded with National Bank of Greece SA in the amount of 18.070 thousand euros, for the security of which the Pledge Agreement on Securities of September 28, 2020 has been concluded.

Part of the borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.

(Amounts presented in thousand Euro except otherwise stated)

18 Commitments

Capital commitments

At the financial information date, September 30, 2020, there are no capital expenditures that has been contracted for the Group and the Company.

19 Income tax expense

Income tax expense of the Group and Company for the period ended September 30, 2020 and September 30, 2019 respectively was:

GROUP COMPANY
01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
Current tax (18.510) (6.570) (11.121) -
Deferred tax 511 (444) (41) (1)
Total (17.998) (7.014) (11.162) (1)

The Ordinary General Meeting of the Company on June 26, 2020, among other things, decided to increase the share capital of the Company by capitalizing reserves that had been formed from specially taxed profits with an increase in the nominal value of the shares from EUR 0.04 to EUR 5.93 per share and a decrease in the share capital with a decrease in the nominal value of the shares by EUR 4,60 to offset accumulated losses. Consequence of the above increase of the share capital of the Company in the total amount of euro 210,514 thousand was an extraordinary tax fee of euro 11,069 thousand based on law 4646/2019 with an equal effect on the income tax expense and the earnings after tax in the Company and the Group. The above corporate transactions were registered on July 15, 2020 following a relevant decision of the Ministry of Development and Investment.

According to Law 4646/2019, income tax rate for legal entities in Greece was reduced to 24% from the financial year 2019 onwards.

20 Dividends

The Ordinary General Meeting of Shareholders of 26/06/2020 decided the increase of the share capital of the Company by the amount of 5.361 thousand euros by increasing the nominal value of each share by 0.15 euros (from 0.04 euros to 0.19 euros) through the capitalization of part of the surplus of the obligatory statutory reserve and the simultaneous reduction of the share capital of the Company by 5.361 thousand euros through the reduction of the nominal value of each share by 0.15 euros (from 0.19 euros to 0.04 Euros). Based on the provisions of POL 1042/26.1.2015, it is treated as distribution of final net dividend of € 0.15 per share, that is, € 0.1579, subject to withholding tax of 5%, according to Article 24 of Law 4646/2019, as currently in force. In addition, for shareholders not subject to the above withholding tax, the company proceeded to an additional, equal to the above withholding tax of 5%, money distribution through the operators.

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

21 Related party transactions

The following transactions were carried out with related parties:

GROUP COMPANY
01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
01/01/2020-
30/9/2020
01/01/2019-
30/9/2019
i) Sales of goods and services
Sales of goods to: 2.059 3.435 - -
- Other related parties 2.059 3.435 - -
Sales of services to: 1.263 1.204 1.140 804
-Unisystems Group - - 448 375
-Info Quest Technologies - - 158 182
-ACS - - 219 78
-iStorm - - 13 13
-iSquare - - 137 74
- Other direct subsidiaries - - 158 75
- Other indirect subsidiaries - 43 - -
- Other related parties 1.263 1.160 6 6
Dividends 476 432 6.266 5.470
-Unisystems - - - -
-Info Quest Technologies - - - -
-ACS - - 4.290 4.000
-iSquare - - 1.500 1.002
- Other indirect subsidiaries - - - 36
- Other related parties 476 432 476 432
3.798 5.071 7.406 6.272
ii) Purchases of goods and services
Purchases of goods from: - - - -
- Other related parties - - - -
Purchases of services from: 1.297 1.361 117 126
-Unisystems - - 26 26
-Info Quest Technologies - - 27 31
- Other direct subsidiaries - - - -
- Other indirect subsidiaries - 29 - -
- Other related parties 1.297 1.332 63 69
1.297 1.361 117 126
iii) Benefits to management
Salaries and other short-term employment benefits 3.310 2.658 262 125
3.310 2.658 262 125

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

iv) Period end balances from sales-purchases of goods / servises / dividends

GROUP COMPANY
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Receivables from related parties:
-Unisystems - - 113 94
-Info Quest Technologies - - 1.101 53
-ACS - - 22 7
-iSquare - - 19 10
- Other direct subsidiaries - - 720 9
- Other indirect subsidiaries - 27 4 21
- Other related parties 3.663 2.885 449 16
3.663 2.912 2.427 210
Obligations to related parties:
-Unisystems - - - -
-Info Quest Technologies - - 3 3
-ACS - - 13 -
- Other indirect subsidiaries - 27 - -
- Other related parties 66 79 3 2
66 105 19 6
v) Receivables from management personel - - - -
vi) Payables to management personel - - - -

Services from, and, to related parties as well as sales and purchases of goods, take place on the basis of the price lists in force with non-related parties.

Transactions with other associated members also include transactions with the subsidiary "BriQ Properties REIC" up to July 31st, 2017 which, although not directly nor indirectly owned by the Company, remains an associated member due to common key shareholders and significant business relationships, which mainly concern real estate leases.

Following the adoption of IFRS 16, Company's lease liabilities to related parties are analyzed as follows:

GROUP COMPAΝY
BriQ Properties REIC 30/9/2020 31/12/2019 30/9/2020 31/12/2019
Lease liabilities, opening balance 11.085 11.675 548 619
Lease payments (3.197) (1.846) (162) (90)
Contract Modifications 1.388 802 71 (5)
Interest expense 777 454 39 23
Lease liabilities, ending balance 10.052 11.085 496 548

22 Earnings per share

Basic and diluted

Basic and diluted earnings/ (losses) per share are calculated by dividing profit/(loss) attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the period and excluding any ordinary treasury shares that were bought by the Company.

Continuing operations

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

O ΟΜΙΛΟΣ
1/1/2020 έως
30/9/2020
1/1/2019 έως
30/9/2019
Κέρδη/ (Ζημιές) από συνεχιζόμενες δραστηριότητες που αναλογούν στους
μετόχους της μητρικής
7.297 15.669
Σταθμισμένος μέσος όρος του αριθμού μετοχών (σε χιλ. τεμάχια) 35.719 35.741
Βασικά και απομειωμένα κέρδη / (ζημιές) ανά μετοχή (Ευρώ ανά μετοχή) 0,2043 0,4384

23 Periods unaudited by the tax authorities

The unaudited by the tax authorities years for each company of the Group, are as follows:

Company Name Website Country of
incorporation
%
Participation
(Direct)
%
Participation
(Indirect)
Consolidation
Method
Unaudited years
** Quest Holdings S.A. www.quest.gr - - - - 2010 & 2014-2019
* Unisystems S.A. www.unisystems.com Greece 100,00% 100,00% Full 2010 & 2014-2019
- Unisystems Belgium S.A. - Belgium 100,00% 100,00% Full 2009-2019
- Parkmobile Hellas S.A. - Greece 40,00% 40,00% Equity Method 2007-2019
- Unisystems Cyprus Ltd - Cyprus 100,00% 100,00% Full 2007-2019
- Unisystems Information Technology Systems SRL - Romania 100,00% 100,00% Full 2007-2019
* ACS S.A. www.acscourier.net Greece 100,00% 100,00% Full 2010 & 2014-2019
- GPS INVEST LIMITED - United Kingdom 100,00% 100,00% Full -
- GPS Postal Services IKE www.genpost.gr Greece 100,00% 100,00% Full -
- ACS Cyprus ltd - Cyprus 20,00% 20,00% Equity Method -
* Quest Energy S.A. www.questenergy.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
- Wind farm of Viotia Amalia S.A. www.aioliko-amalia.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
- Wind farm of Viotia Megalo Plai S.A. www.aioliko-megaloplai.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
- Quest Aioliki Livadiou Larisas Ltd www.questaioliki-livadi.gr Greece 98,67% 98,67% Full 2010 & 2014-2019
- Quest Aioliki Servion Kozanis Ltd www.questaioliki-servia.gr Greece 98,67% 98,67% Full 2010 & 2014-2019
- Quest Aioliki Distomou Megalo Plai Ltd www.questaioliki-megaloplai.gr Greece 98,67% 98,67% Full 2010 & 2014-2019
- Quest Aioliki Sidirokastrou Hortero Ltd www.questaioliki-hortero.gr Greece 98,67% 98,67% Full 2010 & 2014-2019
* - Xylades Energeiaki S.A. www.xyladesenergiaki.gr/ Greece 99,00% 99,00% Full 2007-2019
- Palaiomilos S.A. - Greece 100,00% 99,00% Full -
- BETA SUNENERGIA KARVALI S.A. www.betakarvali.gr Greece 100,00% 100,00% Full 2007-2019
- Fos Energia Kavalas S.A. www.foskavala.gr Greece 100,00% 100,00% Full 2007-2019
- NUOVO KAVALA PHOTOPOWER S.A. www.nuovophoto.gr Greece 100,00% 100,00% Full 2007-2019
- Energia fotos beta Xanthis S.A. www.fosxanthi.gr Greece 100,00% 100,00% Full 2007-2019
- PETROX SOLAR POWER S.A. www.petroxsolar.gr Greece 100,00% 100,00% Full 2007-2019
- PHOTOPOWER EVMIRIO BETA S.A. www.photoevmirio.gr Greece 100,00% 100,00% Full 2007-2019
- Mylopotamos fos 2 S.A. www.mylofos2.gr Greece 100,00% 100,00% Full 2007-2019
- Wind Sieben S.A. www.windsieben.gr/ Greece 100,00% 100,00% Full 2007-2019
- Energiaki Markopoulou 2 S.A. www.enma2.gr Greece 100,00% 100,00% Full 2010-2019
- ADEPIO LTD - Cyprus 100,00% 100,00% Full -
- Kinigos S.A. www.atgke-kinigos.gr Greece 100,00% 100,00% Full -
* iSquare S.A. www.isquare.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
iQbility M Ltd www.iqbility.com Greece 100,00% 100,00% Full -
* Info Quest Technologies S.A. www.infoquest.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
Info Quest Technologies LTD Cyprus 100,00% 100,00% Full -
* Cardlink S.A. www.cardlink.gr Greece 85,00% 85,00% Full 2010 & 2014-2019
* iStorm S.A. www.store.istorm.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
- iStorm Cyprus ltd - Cyprus 100,00% 100,00% Full -
* QuestOnLine S.A. www.qol.gr Greece 100,00% 100,00% Full 2010 & 2014-2019
* Cardlink one S.A. www.you.gr Greece 85,00% 85,00% Full 2014-2019
* DIASIMO Holding ltd - Cyprus 100,00% 100,00% Full 2010 & 2014-2019
- Blue onar ltd - Cyprus 50,00% 50,00% Equity Method -
* Quest International SRL www.questinternational.eu Belgium 100,00% 100,00% Full -
* Clima Quest S.A. www.climaquest.gr Greece 100,00% 100,00% Full -
* Nubis S.A. www.nubis.gr Greece 42,60% 43,26% Equity Method -
* Impact S.A. www.impact.gr Greece 10,00% 10,00% - -
- ΤΕΚΑ Α.Ε. www.tekasystems.gr/el/ Greece 25,00% 25,00% - -
- COSMOS BUSINESS SYSTEMS AE www.sbs.gr Greece 16,88% 16,88% - -

* Direct investment ** Parent Company

24 Number of employees

Number of employees at end of period: Group 2.022, Company 5 and the end of the previous year: Group 1.905, Company 5.

(Amounts presented in thousand Euro except otherwise stated)

COMPANY

25 Seasonality

The Group has significant dispersion of activities, as a result there are not sighs of seasonality. The sales of the nine-months approach proportionality the total year sales.

26 Right-of-use assets

The Group and the Company lease assets including land & building and transportation means. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

GROUP
Land and
buildings
Vehicles Machinery Total
1st January 2020 18.672 2.350 5.010 26.033
Additions 1.552 441 4 1.998
Depreciation charge (2.623) (682) (3.138) (6.443)
Reclassifications (17) - (0) (17)
Changes in contract estimates 375 (5) - 371
30 September 2020 17.960 2.105 1.876 21.939
Land and
buildings
Vehicles Machinery Total
1st January 2020 540 32 - 572
Depreciation charge (60) (8) - (68)
30 September 2020 481 24 - 505

27 Lease liabilities

ΟΜΙΛΟΣ ΕΤΑΙΡΙΑ
30/09/2020 31/12/2019 30/09/2020 31/12/2019
Υποχρεώσεις από μισθώσεις 26.100 30.052 521 581
Σύνολο 26.100 30.052 521 581
Μακροπρόθεσμες υποχρεώσεις 19.594 22.052 436 500
Βραχυπρόθεσμες υποχρεώσεις 6.507 8.000 85 82
26.100 30.052 521 581
Ενηλικίωση υπολοίπου
30/9/2020 31/12/2019 30/9/2020 31/12/2019
Έως 1 έτος 6.507 8.000 85 82
Από 1 έτος έως 5 έτη 15.095 14.686 345 343
Πάνω από 5 έτη 4.499 7.367 91 157
26.100 30.052 521 581

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

28 Business Combination

On November 19th, 2018, the wholly owned subsidiary of the Company under the name "Quest Energiaki Ktimatiki SA" proceeded to the acquisition of the following seven photovoltaic power stations of 1MW each, located in the Industrial Area of Northern Greece. The acquisition price for all project operators (7MW) was €4,320 thousand.

  • BETA SUNENERGIA KARVALI S.A.
  • FOS ENERGIA KAVALAS S.A.
  • NUOVO KAVALA PHOTOPOWER S.A.
  • ENERGIA FOTOS VITA XANTHIS S.A.
  • PETROX SOLAR POWER S.A.
  • PHOTOPOWER EVMIRIO BETA S.A.
  • MYLOPOTAMOS FOS 2 S.A.

In the previous year, the resulting goodwill of the above acquisitions was determined based on the fair value of the acquired entities. and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiaries:

BETA
SUNENERGIA
KARVALI SA
FOS ENERGIA
KAVALAS SA
NUOVO KAVALA
PHOTOPOWER
SA
ENERGIA FOTOS
BETA XANTHIS
SA
Total purchase consideration 832 600 612 451
Fair value
Assets
Non-current assets 1.659 1.637 1.598 1.633
Rights for energy production 725 649 646 572
Short-term receivables 167 164 159 152
Cash and cash equivalents 127 76 93 65
Total assets 2.678 2.526 2.496 2.422
Liabilities
Long-term liabilities 1.458 1.481 1.484 1.497
Deferred tax liabilities 174 156 155 137
Short-term liabilities 388 445 400 474
Total liabilities 2.020 2.082 2.039 2.108
Net assets 658 444 457 314
Percentage (%) acquired 100% 100% 100% 100%
Net assets acquired 658 444 457 314
Consideration paid in cash 832 600 612 451
Assets acquired 658 444 457 314
Goodwill (Final) 174 156 155 137
Consideration paid in cash 832 600 612 451
Cash on acquisition date 127 76 93 65
Net cash out flow 705 524 519 386

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

PETROX SOLAR
POWER SA
PHOTOPOWER
EVMIRIO BETA SA
MYLOPOTAMOS
FOS 2 SA
Total
Total purchase consideration 601 584 640 4.320
Fair value
Assets
Non-current assets 1.609 1.621 1.644 11.401
Rights for energy production 642 657 533 4.424
Short-term receivables 156 150 227 1.175
Cash and cash equivalents 102 92 94 649
Total assets 2.509 2.520 2.498 17.649
Liabilities
Long-term liabilities 1.490 1.495 1.506 10.411
Deferred tax liabilities 154 158 128 1.062
Short-term liabilities 418 441 351 2.917
Total liabilities 2.062 2.094 1.985 14.390
Net assets 447 426 512 3.259
Percentage (%) acquired 100% 100% 100% 100%
Net assets acquired 447 426 512 3.259
Consideration paid in cash 601 584 640 4.320
Assets acquired 447 426 512 3.258
Goodwill (Final) 154 158 128 1.062
Consideration paid in cash 601 584 640 4.320
Cash on acquisition date 102 92 94 649
Net cash out flow 499 492 546 3.671

Below are the financial statements of the above companies based on the accounting values at the date of their acquisition:

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

BETA
SUNENERGIA
KARVALI S.A.
Fos Energia Kavalas
S.A.
NUOVO KAVALA
PHOTOPOWER
S.A.
Energia fotos beta
Xanthis S.A.
- Cash paid
- Direct costs related to the acquisition
832
0
600
0
612
0
451
0
Total purchase consideration 832 600 612 451
Assets Accounting value
Non-current assets
Short-term receivables
Cash and cash equivalents
1.659
167
127
1.637
164
76
1.598
159
93
1.633
152
65
Total assets 1.953 1.877 1.850 1.850
Liabilities
Long-term liabilities
Short-term liabilities
1.458
388
1.481
445
1.484
400
1.497
474
Total liabilities 1.846 1.926 1.884 1.971
Net assets 107 -49 -34 -121
Percentage (%) acquired 100% 100% 100% 100%
Net assets acquired 107 -49 -34 -121
Consideration paid in cash
Assets acquired
832
107
600
-49
612
-34
451
-121
PETROX SOLAR
POWER S.A.
PHOTOPOWER
EVMIRIO BETA
S.A.
Mylopotamos fos 2
S.A.
Total
- Cash paid
- Direct costs related to the acquisition
601
0
584
0
640
0
4.320
0
Total purchase consideration 601 584 640 4.320
Assets Accounting value
Non-current assets
Short-term receivables
Cash and cash equivalents
1.609
156
102
1.621
150
92
1.644
227
94
11.401
1.175
649
Total assets 1.867 1.863 1.965 13.225
Liabilities
Long-term liabilities
Short-term liabilities
1.490
418
1.495
441
1.506
351
10.411
2.917
Total liabilities 1.908 1.936 1.857 13.328
Net assets -41 -73 108 -103
Percentage (%) acquired 100% 100% 100% 700%
Net assets acquired -41 -73 108 -103
Consideration paid in cash
Assets acquired
601
-41
584
-73
640
107
4.320
-104

(Amounts presented in thousand Euro except otherwise stated)

The Company in 2019 acquired the 100% of the share capital of the company "Energiaki Markopoulou 2 S.A.", through its indirect subsidiary company "Wind Sieben S.A." (note 11). The resulting goodwill of the above acquisition was determined based on the fair value of the acquired entity and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiary:

Total purchase consideration 1.183
Accounting value Fair value
Assets
Non-current assets 560 560
Rights for energy production - 573
Short-term receivables 60 60
Cash and cash equivalents 409 409
Total assets 1.029 1.602
Liabilities
Long-term liabilities 347 347
Deferred tax liabilities 138
Short-term liabilities 73 73
Total liabilities 420 558
Net assets 610 1.045
Percentage (%) acquired 100% 100%
Net assets acquired 610 1.045
Consideration paid in cash 1.183 1.183
Assets acquired 610 1.045
Goodwill (Final) 138
Consideration paid in cash 1.183
Cash on acquisition date 409
Net cash out flow 774

The Company in 2019 acquired the 100% of the share capital of the company "Kinigos S.A.", through its indirect subsidiary company "Quest Pilou S.A." (note 11). The resulting goodwill of the above acquisition was determined based on the fair value of the acquired entity and is final in accordance with IFRS 3 - Business Combinations. Below is the calculation of the final acquisition goodwill of the above subsidiary:

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

KINIGOS SA

Total purchase consideration 21.262
Accounting value Fair value
Assets
Non-current assets 13.160 13.160
Rights for energy production 12.203
Short-term receivables 1.903 1.903
Cash and cash equivalents 2.474 2.474
Total assets 17.538 29.741
Liabilities
Long-term liabilities 5.958 5.958
Deferred tax liabilities 2.929
Short-term liabilities 2.521 2.521
Total liabilities 8.479 11.407
Net assets 9.059 18.333
Percentage (%) acquired 100% 100%
Net assets acquired 9.059 18.333
Consideration paid in cash 21.262 21.262
Assets acquired 9.059 18.333
Goodwill (Final) 2.929
Consideration paid in cash 21.262
Cash on acquisition date 2.474
Net cash out flow 18.788

In the 4th quarter of 2019, the valuation of companies acquired in the previous financial year was completed and the appreciation was finalized. The fair value of the assets and liabilities on the date of acquisition for these companies was 3,235 thousand euros, increase of 3,338 thousand euros in comparison to the temporary value. Comparative information of 2018 was redrafted, in order to reflect the adjustment of the temporary amounts. Therefore, an increase of the deferred tax liability resulted amounting to 1,062 thousand euros. Also, there was a corresponding reduction of the appreciation of 3,362 thousand euros and a tangible asset related to production and sale rights of electricity from RES of 4,424 thousand euros with useful life 27 years from the commencement of the operation of photovoltaic stations was recognized.

(Amounts presented in thousand Euro except otherwise stated)

In December 2019, the 100% subsidiary of the Company under the name "Xylades Energy SA", acquired through participation in a share capital increase 79.10% of the company's share capital under the name "Photovoltaic Paliomylos SA.». The company owns a 1MW power plant. In addition, in January 2020 the above subsidiary proceeded with the acquisition of the remaining 20.9% of the share capital of the company. The resulting temporary goodwill of the above acquisition was determined based on the book value of the acquired entity and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiary:

2019-2020
Palaiomilos S.A. Total
Total purchase consideration 1.060 868 1.928
Accounting values
Assets
Non-current assets 1.261 1.261
Short-term receivables 0 0
Cash and cash equivalents 36 36
Total assets 1.296 1.296
Liabilities
Long-term liabilities 8 8
Short-term liabilities 4 4
Total liabilities 12 12
Net assets 1.284 1.284
Percentage (%) acquired 79,10% 20,90%
Net assets acquired 1.016 268
Consideration paid in cash 1.060 868
Assets acquired 1.016 268
Goodwill (Temporary) 44 600 644
Consideration paid in cash 1.060 868
Cash on acquisition date 36 36
Net cash out flow 1.024 832

Due to the finalization of the resulting appreciation according to IFRS 3 (Business combination) based on the fair values of the acquired companies, the Profit and Loss Account, the cash flow statement and the statement of changes in equity of 3rd quarter 2019 were formed as follows:

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Income statements – Group (30/09/2019)

GROUP
Adjusted 2019 Initially published
Sales 400.097 400.097
Cost of sales (331.228) (331.228)
Gross profit 68.868 68.869
Selling expenses (20.742) (20.742)
Administrative expenses (22.980) (22.802)
Other operating income / (expenses) net 1.170 1.170
Other profit / (loss) net 626 626
Operating profit 26.942 27.121
Finance income 465 465
Finance costs (4.230) (4.230)
Finance costs - net (3.765) (3.764)
Share of profit/ (loss) of associates - -
Profit/ (Loss) before income tax 23.177 23.357
Income tax expense (7.014) (7.057)
Profit/ (Loss) after tax for the year from
continuing operations
16.164 16.300
Attributable to :
Controlling interest 15.669 15.804
Non-controlling interest 495 495
16.164 16.300

Earnings/(Losses) per share attributable to equity holders of the Company (in € per share)

Basic and diluted 0,4384 0,4422

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Cash flow – Group (30/09/2019)

Group
Adjusted 2019 Initially published
Profit/ (Loss) before tax
Adjustments for:
23.177 23.357
Depreciation of property, plant and equipment
Amortization of investment properties
8.529
7
8.529
7
Amortization of intangible assets 1.749 1.569
Amortization of right-of-use assets 3.137 3.137
Impairments of investment properties 105 105
Impairments of other investments (130) (130)
Interest expense (465) (465)
Interest income 4.230 4.230
Dividends proceeds (468)
39.871
(468)
39.871
Changes in working capital
(Increase) / decrease in inventories 793 793
(Increase) / decrease in receivables (29.957) (29.957)
Increase/ (decrease) in liabilities (12.990) (12.990)
(Increase) / decrease in financial assets through P & L (78) (78)
Increase / (decrease) in retirement benefit obligations 611 611
(41.620) (41.620)
Net cash generated from operating activities (1.749) (1.749)
Interest paid (4.230) (4.230)
Income tax paid (3.111) (3.111)
Net cash generated from operating activities (9.090) (9.089)
Cash flows from investing activities
Purchase of property, plant and equipment (1.916) (1.916)
Purchase of intangible assets (1.052) (1.052)
Purchase of financial assets (352) (352)
Proceeds from sale of property, plant, equipment and intangible assets 954 954
Proceeds from financial assets availiable for sale 374 374
Purchase of subsidiaries & accosiates and other investment activities (22.445) (22.445)
Dividends received 465
468
465
468
Net cash used in investing activities (23.504) (23.504)
Cash flows from financing activities
Proceeds from borrowings 39.047 39.047
Repayment of borrowings (5.696) (5.696)
Repayment of lease liabilities (2.930) (2.930)
Net cash used in financing activities 30.421 30.421
Net increase/ (decrease) in cash and cash equivalents (2.173) (2.172)
Cash and cash equivalents at beginning of year 63.164 63.164
Cash and cash equavelents of acquired subsidiary (2.884) (2.884)
Cash, cash equivalents and restricted cash at end of the period 63.876 63.876

for the period ended 30 September 2020

(Amounts presented in thousand Euro except otherwise stated)

Statement of changes in equity – Group (30/09/2019)

Initial published

Attributable to equity holders of the Company
Share capital Other
reserves
Retained
eairnings
Own shares Total Non-controling
interests
Total
Equity
GROUP
Balance at 1 January 2019 3.680 7.982 127.747 - 139.410 765 140.173
Profit/ (Loss) for the period - - 15.804 - 15.804 496 16.300
Consolidation of new subsidiaries and increase in stake in
existing ones
- - (27) - (27) - (27)
Balance at 30 September 2019 3.680 7.982 143.524 - 155.185 1.261 156.446

Reformed

Attributable to equity holders of the Company
Share capital Other
reserves
Retained
earnings
Own shares Total Non-controling
interests
Total
Equity
Balance at 1 January 2019 3.680 7.982 127.708 - 139.371 765 140.133
Profit/ (Loss) for the year - - 15.669 - 15.669 495 16.165
Other comprehensive income / (loss) for the year, net of tax - - - - - - -
Total comprehensive income / (loss) - - 15.669 - 15.669 495 16.165
Consolidation of new subsidiaries and increase in stake in
existing ones
- - (27) - (27) - (27)
Balance at 30 September 2019 3.680 7.982 143.350 - 155.013 1.260 156.272

29 Events after the balance sheet date of issuance

According to the decision of the Board of Directors of November 6, 2020, an Extraordinary General Meeting will be held on December 1, 2020, to discuss and decide on the approval of the distribution of retained earnings of previous years amounting to 10,722,268.80 euros to the Shareholders with cash.

Τhere are no other significant events that could have a material impact on the Group's and Company's financial statements that have occurred since the date of issue of these financial statements.

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