Quarterly Report • Nov 29, 2019
Quarterly Report
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For the period 1 January 2019 – 30 September 2019
In accordance with the International Financial Reporting Standards
ATHENS EXCHANGE GROUP 110 Athinon Ave. 10442 Athens GREECE Tel:+30-210/3366800 Fax:+30-210/3366101
| 1. INTERIM NINE MONTH 2019 FINANCIAL STATEMENTS 4 | ||
|---|---|---|
| 1.1. | Interim Nine Month Statement of Comprehensive Income5 | |
| 1.2. | Interim Nine Month Statement of Financial Position7 | |
| 1.3. | Interim Nine Month Statement of Changes in Equity 8 | |
| 1.4. | Interim Nine Month Cash Flow Statement10 | |
| 2. NOTES TO THE NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS11 | ||
| 2.1. | General information about the Company and its subsidiaries12 | |
| 2.2. | Basis of preparation of the Company and Consolidated interim financial statements for the nine months of 2019 12 |
|
| 2.3. | Basic Accounting Principles 12 | |
| 2.4. | Risk Management13 | |
| 2.5. | Capital Management 13 | |
| 2.6. | Overview of the capital market13 | |
| 2.7. | Trading14 | |
| 2.8. | Clearing14 | |
| 2.9. | Settlement15 | |
| 2.10. | Exchange services15 | |
| 2.11. | Depository Services 16 | |
| 2.12. | Clearing House Services17 | |
| 2.13. | Market data 17 | |
| 2.14. | IT services17 | |
| 2.15. | Revenue from re-invoiced expenses 17 | |
| 2.16. | Ancillary Services (Colocation, Xnet, LEI)18 | |
| 2.17. | Other services19 | |
| 2.18. | Hellenic Capital Market Commission fee19 | |
| 2.19. | Personnel remuneration and expenses19 | |
| 2.20. | Third party remuneration & expenses 21 | |
| 2.21. | Utilities22 | |
| 2.22. | Maintenance / IT Support22 | |
| 2.23. | Other taxes22 | |
| 2.24. | Building / equipment management 23 | |
| 2.25. | Other operating expenses23 | |
| 2.26. | Re-invoiced expenses 24 | |
| 2.27. | Expenses for ancillary activities24 | |
| 2.28. | Owner occupied tangible assets and intangible assets25 | |
| 2.29. | IFRS 16 Standard - Leases27 | |
| 2.30. | Real Estate Investments 30 | |
| 2.31. | Investments in subsidiaries and other long term claims31 | |
| 2.32. | Trade and other receivables31 | |
|---|---|---|
| 2.33. | Financial assets at fair value through other income33 | |
| 2.34. | Cash and cash equivalents33 | |
| 2.35. | Third party balances in bank accounts of the Group34 | |
| 2.36. | Deferred Tax 34 | |
| 2.37. | Equity and reserves 36 | |
| 2.38. | Grants and other long term liabilities39 | |
| 2.39. | Provisions 39 | |
| 2.40. | Trade and other payables39 | |
| 2.41. | Social security organizations 40 | |
| 2.42. | Current income tax and income taxes payable 40 | |
| 2.43. | Related party disclosures42 | |
| 2.44. | Earnings per share and dividends payable 44 | |
| 2.45. | Hellenic Energy Exchange (HEnEx) 44 | |
| 2.46. | Participation in the Boursa Kuwait45 | |
| 2.47. | Revenue from participations46 | |
| 2.48. | Composition of the BoDs of the companies of the Group 46 | |
| 2.49. | Contingent Liabilities47 | |
| 2.50. | Alternative Performance Measures (APMs)48 | |
| 2.51. | Participation in the Lebanese Exchange51 | |
| 2.52. | Events after the date of the financial statements51 |
In accordance with the International Financial Reporting Standards
| Group | Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 01.01 | 01.01 | 01.07 | 01.07 | 01.01 | 01.01 | 01.07 | 01.07 | ||
| Notes | 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Revenue | |||||||||
| Trading | 2.7 | 3,937 | 3,252 | 1,446 | 782 | 3,937 | 3,250 | 1,446 | 780 |
| Clearing | 2.8 | 6,935 | 6,049 | 2,577 | 1,413 | 0 | 0 | 0 | 0 |
| Settlement | 2.9 | 4,041 | 1,035 | 3,217 | 223 | 0 | 0 | 0 | 0 |
| Exchange services | 2.10 | 2,628 | 2,250 | 1,289 | 654 | 2,628 | 2,250 | 1,289 | 654 |
| Depository services | 2.11 | 2,183 | 1,993 | 921 | 607 | 0 | 0 | 0 | 0 |
| Clearinghouse services | 2.12 | 99 | 95 | 32 | 31 | 0 | 0 | 0 | 0 |
| Market Data | 2.13 | 1,909 | 2,114 | 591 | 578 | 2,074 | 2,314 | 652 | 651 |
| IT services | 2.14 | 374 | 353 | 126 | 126 | 347 | 323 | 115 | 117 |
| Revenue from re-invoiced expenses | 2.15 | 874 | 891 | 334 | 232 | 715 | 798 | 238 | 200 |
| Ancillary services (XNET, colocation, | |||||||||
| LEI) | 2.16 | 1,702 | 1,511 | 565 | 415 | 856 | 588 | 327 | 193 |
| Other services | 2.17 | 860 | 383 | 214 | 163 | 686 | 461 | 174 | 157 |
| Total turnover | 25,542 | 19,926 | 11,312 | 5,224 | 11,243 | 9,984 | 4,241 | 2,752 | |
| Hellenic Capital Market Commission fee |
2.18 | (897) | (775) | (327) | (181) | (334) | (282) | (124) | (66) |
| Total revenue | 24,645 | 19,151 | 10,985 | 5,043 | 10,909 | 9,702 | 4,117 | 2,686 | |
| Expenses | |||||||||
| Personnel remuneration & expenses | 2.19 | 7,587 | 7,624 | 2,832 | 2,739 | 4,225 | 4,070 | 1,567 | 1,517 |
| Third party remuneration & expenses |
2.20 | 367 | 463 | 158 | 165 | 253 | 280 | 121 | 80 |
| Utilities | 2.21 | 575 | 516 | 208 | 195 | 91 | 49 | 32 | 13 |
| Maintenance / IT support | 2.22 | 880 | 927 | 144 | 345 | 664 | 659 | 180 | 233 |
| Other Taxes | 2.23 | 879 | 816 | 339 | 373 | 472 | 401 | 128 | 119 |
| Building / equipment management | 2.24 | 440 | 339 | 212 | 125 | 95 | 79 | 32 | 28 |
| Other operating expenses | 2.25 | 1,246 | 1,189 | 349 | 364 | 1,072 | 1,229 | 300 | 392 |
| Total operating expenses before | |||||||||
| ancillary services and depreciation | 11,974 | 11,874 | 4,242 | 4,306 | 6,872 | 6,767 | 2,360 | 2,382 | |
| Re-invoiced expenses | 2.26 | 808 | 881 | 329 | 317 | 614 | 723 | 264 | 264 |
| Expenses for ancillary services (XNET, LEI, IT) |
2.27 | 701 | 812 | 236 | 170 | 255 | 93 | 98 | (7) |
| Total operating expenses, including | |||||||||
| ancillary services before | 13,483 | 13,567 | 4,807 | 4,793 | 7,741 | 7,583 | 2,722 | 2,639 | |
| depreciation | |||||||||
| Earnings before Interest, Taxes, Depreciation & Amortization |
11,162 | 5,584 | 6,178 | 250 | 3,168 | 2,119 | 1,395 | 47 | |
| (EBITDA) | |||||||||
| Depreciation | 2.28 & | ||||||||
| 2.29 & 2.30 |
(3,109) | (2,563) | (1,088) | (927) | (1,539) | (1,252) | (538) | (445) | |
| Earnings Before Interest and Taxes | |||||||||
| (EBIT) | 8,053 | 3,021 | 5,090 | (677) | 1,629 | 867 | 857 | (398) | |
| Capital income | 2.34 | 319 | 453 | 83 | 119 | 154 | 260 | 37 | 60 |
| Dividend income | 2.31 | 0 | 0 | 0 | 0 | 3,210 | 803 | 0 | 0 |
| Income from participations | 2.47 | 21 | 0 | 0 | 0 | 21 | 0 | 0 | 0 |
| Financial expenses | 2.34 | (102) | (101) | (38) | (34) | (54) | (7) | (19) | (2) |
| Earnings Before Tax (EBT) | 8,291 | 3,373 | 5,135 | (592) | 4,960 | 1,923 | 875 | (340) | |
| Income tax | 2.42 | (2,401) | (1,084) | (1,484) | 123 | (554) | (355) | (267) | 90 |
| Earnings after tax | 5,890 | 2,289 | 3,651 | (469) | 4,406 | 1,568 | 608 | (250) |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
| Group | Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 01.01 | 01.01 | 01.07 | 01.07 | 01.01 | 01.01 | 01.07 | 01.07 | |||
| Notes | 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | 30.09.2018 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Earnings after tax (A) | 5,890 | 2,289 | 3,651 | (469) | 4,406 | 1,568 | 608 | (250) | ||
| Valuation profits / (losses) during the period |
2.33 | 1,497 | (788) | 11 | (688) | 1,497 | (788) | 11 | (688) | |
| Income tax included in other comprehensive income / (losses) |
(374) | 228 | (3) | 199 | (374) | 228 | (3) | 199 | ||
| Other comprehensive income / (losses) after taxes (B) |
1,123 | (560) | 8 | (489) | 1,123 | (560) | 8 | (489) | ||
| Total other comprehensive income (A) + (B) |
7,013 | 1,729 | 3,659 | (958) | 5,529 | 1,008 | 616 | (739) |
| Distributed to: | ||
|---|---|---|
| Company shareholders | 7,013 | 1,729 |
| Profits after tax per share (basic & diluted; in €) | 0.116 | 0.029 |
| Weighted average number of shares | 60,348,000 | 60,348,000 |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | ||
| ASSETS | |||||
| Non-Current Assets | |||||
| Tangible assets for own use | 2.28 | 23,159 | 23,551 | 1,229 | 931 |
| Intangible assets | 2.28 | 7,011 | 6,549 | 4,067 | 4,174 |
| Real Estate Investments | 2.30 | 2,134 | 2,287 | 2,134 | 2,287 |
| Right of use assets | 2.29 | 33 | 0 | 1,453 | 0 |
| Investments in subsidiaries & other long term receivables | 2.31 | 1,139 | 1,118 | 59,189 | 59,168 |
| Financial assets at fair value through other income | 2.33 | 3,090 | 561 | 3,090 | 561 |
| Deferred tax asset | 2.36 | 1,081 | 1,467 | 1,031 | 1,419 |
| 37,647 | 35,533 | 72,193 | 68,540 | ||
| Current Assets | |||||
| Trade receivables | 2.32 | 3,629 | 3,118 | 2,012 | 1,818 |
| Other receivables | 2.32 | 9,171 | 9,081 | 6,819 | 7,031 |
| Income tax receivable | 2.32 | 0 | 374 | 0 | 295 |
| Third party balances in Group bank accounts | 2.35 | 189,186 | 153,358 | 1,581 | 1,398 |
| Cash and cash equivalents | 2.34 | 71,223 | 74,608 | 16,790 | 22,746 |
| 273,209 | 240,539 | 27,202 | 33,288 | ||
| Total Assets | 310,856 | 276,072 | 99,395 | 101,828 | |
| EQUITY & LIABILITIES | |||||
| Equity & Reserves | |||||
| Share capital | 2.37 | 35,002 | 41,640 | 35,002 | 41,640 |
| Treasury stock | 2.37 | 0 | 0 | 0 | 0 |
| Share premium | 2.37 | 157 | 157 | 157 | 157 |
| Reserves | 2.37 | 51,427 | 50,201 | 46,044 | 44,922 |
| Retained earnings | 2.37 | 21,510 | 18,740 | 9,444 | 8,055 |
| Total Equity | 108,096 | 110,738 | 90,647 | 94,774 | |
| Non-current liabilities | |||||
| Grants and other long term liabilities | 2.38 | 50 | 50 | 50 | 50 |
| Lease liabilities | 2.29 | 29 | 0 | 1,446 | 0 |
| Staff retirement obligations | 2.39 | 1,843 | 1,794 | 1,144 | 1,118 |
| Other provisions | 2.39 | 1,360 | 1,360 | 1,300 | 1,300 |
| Deferred tax liability | 2.36 | 1,263 | 1,483 | 0 | 0 |
| 4,545 | 4,687 | 3,940 | 2,468 | ||
| Current liabilities | |||||
| Trade and other payables | 2.40 | 6,818 | 6,305 | 2,420 | 2,408 |
| Lease liabilities | 2.29 | 5 | 0 | 27 | 0 |
| Third party balances in Group bank accounts | 2.35 | 189,186 | 153,358 | 1,581 | 1,398 |
| Current income tax payable | 2.42 | 1,363 | 0 | 34 | 0 |
| Social Security | 2.41 | 843 | 984 | 746 | 780 |
| 198,215 | 160,647 | 4,808 | 4,586 | ||
| Total Liabilities | 202,760 | 165,334 | 8,748 | 7,054 | |
| Total Equity & Liabilities | 310,856 | 276,072 | 99,395 | 101,828 |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
| Share Capital |
Own Shares | Share Premium |
Reserves | Retained Earnings |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance 01.01.2018 | 50,903 | (1,162) | 157 | 50,244 | 18,852 | 118,994 |
| Earnings for the period | 0 | 0 | 0 | 2,289 | 2,289 | |
| Share valuation reserve | 0 | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive income after taxes | 0 | 0 | 0 | (560) | 2,289 | 1,729 |
| Earnings distribution to reserves | 0 | 0 | 0 | 114 | (114) | 0 |
| Cancellation of treasury stock | (173) | 1,162 | 0 | (989) | 0 | 0 |
| Share capital return | (9,090) | 0 | 0 | 0 | 0 | (9,090) |
| Dividends paid | 0 | (3,029) | (3,029) | |||
| Balance 30.09.2018 | 41,640 | 0 | 157 | 48,809 | 17,998 | 108,604 |
| Earnings for the period | 0 | 0 | 0 | 738 | 738 | |
| Actuarial profit/ (loss) from defined benefit pension plans |
0 | 0 | 0 | 0 | 6 | 6 |
| Profits/(losses) from valuation of financial assets available for sale |
0 | 0 | 0 | (557) | 0 | (557) |
| Total comprehensive income after taxes | 0 | 0 | (557) | 744 | 187 | |
| Formation of real estate revaluation reserves | 1,949 | 1,949 | ||||
| Balance 31.12.2018 | 41,640 | 0 | 157 | 50,201 | 18,740 | 110,738 |
| Earnings for the period | 0 | 0 | 0 | 5,890 | 5,890 | |
| Earnings/(losses) from valuation of financial assets available for sale |
1,122 | 1,122 | ||||
| Total comprehensive income after taxes | 0 | 0 | 0 | 1,122 | 5,890 | 7,012 |
| Earnings distribution to reserves | 0 | 0 | 0 | 102 | (102) | 0 |
| Share capital return (note 2.37) | (6,638) | 0 | 0 | 0 | 0 | (6,638) |
| Dividends paid (note 2.44) | 0 | 0 | 0 | 0 | (3,017) | (3,017) |
| Balance 30.09.2019 | 35,002 | 0 | 157 | 51,427 | 21,510 | 108,096 |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
| Share Capital |
Own Shares | Share Premium |
Reserves | Retained Earnings |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance 01.01.2018 | 50,903 | (1,162) | 157 | 47,028 | 9,311 | 106,237 |
| Earnings for the period | 0 | 0 | 0 | 1,568 | 1,568 | |
| Profits/(losses) from valuation of financial assets available for sale |
(560) | (560) | ||||
| Total comprehensive income after taxes | 0 | 0 | 0 | (560) | 1,568 | 1,008 |
| Cancellation of treasury stock | (173) | 1,162 | 0 | (989) | 0 | 0 |
| Return of share capital | (9,090) | 0 | 0 | 0 | 0 | (9,090) |
| Dividends paid | 0 | (3,029) | (3,029) | |||
| Balance 30.09.2018 | 41,640 | 0 | 157 | 45,479 | 7,850 | 95,126 |
| Earnings for the period | 0 | 0 | 0 | 201 | 201 | |
| Actuarial profit/ (loss) from defined benefit pension plans |
0 | 0 | 0 | 4 | 4 | |
| Profits/(losses) from valuation of financial assets available for sale |
0 | 0 | (557) | 0 | (557) | |
| Total comprehensive income after taxes | 0 | 0 | 0 | (557) | 205 | (352) |
| Balance 31.12.2018 | 41,640 | 0 | 157 | 44,922 | 8,055 | 94,774 |
| Earnings for the period | 0 | 0 | 0 | 4,406 | 4,406 | |
| Profits/(losses) from valuation of financial assets available for sale |
1,122 | 1,122 | ||||
| Total comprehensive income after taxes | 0 | 0 | 0 | 1,122 | 0 | 5,528 |
| Share capital return (note 2.37) | (6,638) | 0 | 0 | 0 | (6,638) | |
| Dividends paid (note 2.44) | (3,017) | (3,017) | ||||
| Balance 30.09.2019 | 35,002 | 0 | 157 | 46,044 | 5,038 | 90,647 |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | 1.1- | 1.1- | 1.1- | 1.1- | ||
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |||
| Cash flows from operating activities | ||||||
| Earnings before tax | 8,291 | 3,373 | 4,960 | 1,923 | ||
| Plus / (minus) adjustments for | ||||||
| Depreciation | 2.28 | 3,109 | 2,563 | 1,539 | 1,252 | |
| Staff retirement obligations | 2.19 | 49 | 43 | 26 | 24 | |
| Interest Income | 2.34 | (319) | (453) | (154) | (260) | |
| Dividends received | 0 | (3,210) | (803) | |||
| Interest and related expenses paid | 2.34 | 102 | 101 | 54 | 7 | |
| Plus/ (minus) adjustments for changes in working | ||||||
| capital accounts or concerning operating activities | ||||||
| Reduction/(Increase) in receivables | (601) | 653 | 18 | 470 | ||
| (Reduction)/Increase in liabilities (except loans) | 335 | (1,665) | (125) | (709) | ||
| Reduction/Total adjustments for changes in | 10,966 | 4,615 | 3,108 | 1,904 | ||
| working capital | ||||||
| Interest and related expenses paid | 2.34 | (102) | (101) | (54) | (7) | |
| Taxes paid | 2.42 | (871) | (1,778) | (211) | (474) | |
| Net inflows / outflows from operating activities (a) | 9,993 | 2,736 | 2,843 | 1,423 | ||
| Investing activities | ||||||
| Purchases of tangible and intangible assets | 2.28 | (3,010) | (2,102) | (1,476) | (1,057) | |
| Payment of participation in EnEx | 2.45 | (1,550) | (1,550) | |||
| Payment of participation in Boursa Kuwait | 2.46 | (1,032) | 0 | (1,032) | 0 | |
| Interest received | 2.34 | 319 | 453 | 154 | 260 | |
| Dividends received | 0 | 3,210 | 803 | |||
| Total inflows / (outflows) from investing activities | (3,723) | (3,199) | 856 | (1,544) | ||
| (b) | ||||||
| Financing activities | ||||||
| Special dividend (share capital return) | 2.39 | (6,638) | (9,090) | (6,638) | (9,090) | |
| Dividend payments | 2.44 | (3,017) | (3,030) | (3,017) | (3,030) | |
| Total outflows from financing activities (c) | (9,655) | (12,120) | (9,655) | (12,120) | ||
| Net increase/ (decrease) in cash and cash | (3,385) | (12,583) | (5,956) | (12,241) | ||
| equivalents from the beginning of the period (a) + | ||||||
| (b) + (c) | ||||||
| Cash and cash equivalents at start of period | 2.34 | 74,608 | 85,851 | 22,746 | 33,970 | |
| Cash and cash equivalents at end of period | 2.34 | 71,223 | 73,268 | 16,790 | 21,729 |
Any differences between the amounts in the financial statements and the corresponding amounts in the notes are due to rounding.
The Company "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX)" with the commercial name "ATHENS STOCK EXCHANGE" was founded in 2000 (Government Gazette 2424/31.3.2000) and has General Electronic Commercial Registry (GEMI) No 3719101000 (former Companies Register No 45688/06/Β/00/30). Its head office is in the Municipality of Athens at 110 Athinon Ave, Postal Code 10442. The shares of the Company are listed in the Main Market segment of the Athens Exchange cash market.
The ATHEX Group, despite being the entity operating the market for derivative financial products, and possessing the systems (OASIS, DSS) through which transactions in derivative products take place, does not use such products for its own account. Following the approval (decision 20153/15.7.2010) by the Athens Prefecture for the spin-off of the clearing of trades at ATHEX business from HELEX and its contribution to ATHEXClear, in accordance with Law 2166/1993, starting on 16.7.2010 ATHEXClear clears trades at Athens Exchange. ATHEXClear, a subsidiary of the Company, is a central counter-party and performs the clearing for every trade, but does not report these trades. The margin deposited to an account belonging to investors, managed by the Member and blocked in favor of ATHEXClear is not reported in the financial statements.
The various types of guarantees that ATHEXClear and the Athens Exchange receive from their Members, in order to acquire and maintain their capacities in the Cash and Derivatives markets are reported.
The interim financial statements of the Group and the Company for the nine months of 2019 have been approved at the meeting of the Board of Directors on 25.11.2019. The financial statements have been published on the internet, at www.athexgroup.gr. The six month and the annual financial statements of the subsidiaries of the Group ATHEXCSD and ATHEXClear are published at www.athexgroup.gr, even though they are not listed on the Athens Exchange.
The company and consolidated nine month financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB) and their interpretations as issued by the International Financial Reporting Interpretations Committee (IFRIC) of IASB and adopted by the European Union and are mandatory for fiscal years starting on 1.1.2019. There are no standards and interpretations of standards that have been applied before the date they go into effect.
The preparation of financial statements in accordance with the International Financial Reporting Standards requires that the Management of the Group make important assumptions and accounting estimates that affect the balances of the Asset and Liability accounts, the disclosure of contingent claims and liabilities on the preparation date of the Financial Statements, as well as the revenues and expenses presented in the fiscal year in question. Despite the fact that these estimates are based on the best possible knowledge of the management of the Company as regards the current conditions, actual results may differ from these estimates in the end.
The basic accounting principles adopted by the Group and the Company for the preparation of the attached financial statements do not differ from those used for the publication of the 2018 Annual Financial Report and the Six Month 2019 Financial Report that have been audited by the auditors of the Group and are posted on the internet at www.athexgroup.gr.
A major consideration of the Athens Exchange Group is the management of risk that arises from its business activities. Management of the Group monitors and manages strategic, financial and operational risks as part of the internal control and corporate risk management system.
Athens Exchange Clearing House (ATHEXClear), based on its license granted in 2015 to operate under EMIR (European Market Infrastructure Regulation), acts as a recognized Central Counterparty (CCP) for clearing cash and derivative markets products and as such is obliged to satisfy the strict requirements of the current regulatory framework concerning risk management. Even though risk management at the Group concerns all companies and risk categories, ATHEXClear due to the nature of its operations manages credit counterparty risk and liquidity risk to a greater extent.
The strict internal and external regulatory framework which ATHEXClear is directly subject to and the Group indirectly with regards to their obligations to monitor and manage risk, includes the frameworks for risk management and the decisions of the BoD, the Regulation of Clearing of Transferable Securities Transactions in Book Entry Form, Regulation (EU) 648/2012 of the European Parliament and Council of July 4th 2012 for OTC derivatives, central counterparties, and trade repositories, known as EMIR (European Market Infrastructure Regulation), as well as Commission delegated Regulation (EU) 2017/2154 of 22 September 2017 supplementing Regulation (EU) 600/2014 of the European Parliament and of the Council concerning regulatory technical standards for the arrangements for indirect clearing.
Finally, The Group maintains and applies a Data Security Policy framework for the purpose of its smooth and safe operation, limiting information risks and the related operational risk based on international standards and best practices.
In accordance with the strategy of the Group, the risk appetite level for operational risk corresponds with the loss absorption ability of ATHEXClear. Risk tolerance is based on a reasonable relationship between the estimated cost of not managing it and the flexibility that risk tolerance allows, in order to satisfy the needs of the market, limit costs for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements. ATHEXClear has zero tolerance for credit counterparty risk and liquidity risk in accordance with regulatory requirements and the company's strategy.
The primary aim of the capital management of the Group is to maintain its high credit rating and healthy capital ratios, in order to support and expand the activities of the Group and maximize shareholder value.
There were no changes in the approach adopted by the Group concerning capital management during the nine months of 2019.
The Athens Exchange General Index closed on 30.09.2019 at 868.42 points, 25.6% higher than the close at the end of the nine months of 2018 (691.69 points). The average capitalization of the market was €53.6bn, reduced by 1.3% compared to the nine months of 2018 (€54.3bn).
The total value of transactions in the nine months of 2019 (€12.4bn) is 16.4 higher compared to the nine months of 2018 (€10.7bn), while the average daily traded value was €67.2m compared to €57.4m in the nine months of 2018, increased by 17.0%. The average daily traded volume decreased by 11.9% (34.1m shares vs. 38.7m shares).
In the derivatives market, total trading activity dropped by 20.5% (nine months 2019: 8.5m contracts, nine months 2018: 10.6m), while the average daily traded volume decreased by 20.1% (45.7 thousand contracts vs. 57.2 thousand).
Total revenue from trading in the nine months of 2019 is analyzed in the table below:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Shares | 3,441 | 2,789 | 3,441 | 2,789 | |
| Derivatives | 477 | 449 | 477 | 447 | |
| ETFs | 2 | 2 | 2 | 2 | |
| Bonds | 17 | 12 | 17 | 12 | |
| Total | 3,937 | 3,252 | 3,937 | 3,250 |
Revenue from stock trading amounted to €3.4 million vs. €2.8 million in the nine months of 2018, increased by 23.4%. The increase is due to the increase in trading activity in 2019.
Revenue from trading in the derivatives market increased 6.2% compared to 2018. Trading activity (average daily volume) dropped 20.1% in the nine months of 2019 compared to the nine months of 2018, while the prices of the underlying securities (average capitalization) dropped 1.3% in the nine months of 2019 compared to the nine months of 2018. The average revenue per contract increased 33.5% (2019: €0.191; 2018: €0.143).
Revenue from clearing in the nine months of 2019 is analyzed in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Shares | 4,820 | 4,166 | 0 | 0 |
| Bonds | 17 | 12 | 0 | 0 |
| Derivatives | 1,136 | 1,069 | 0 | 0 |
| ETFs | 3 | 4 | 0 | 0 |
| Transfers - Allocations (Special settlement instruction) | 294 | 247 | 0 | 0 |
| Trade notification instructions | 665 | 551 | 0 | 0 |
| Total | 6,935 | 6,049 | 0 | 0 |
Revenue from share clearing, which consists of revenue from the organized market and the Common Platform, amounted to €4.8m, increased by 15.7% compared to the nine months of 2018.
Revenue from transfers – allocations amounted to €294 thousand, increased by 19% compared to the corresponding period last year, while trade notification instructions amounted to €665 thousand, increased by 20.7%.
Revenue from clearing in the derivatives market increased by 6.3% compared to 2018. Trading activity (average daily volume) dropped 20.1% in the nine months of 2019 compared to the nine months of 2018, while the prices of the underlying securities (average capitalization) dropped 1.3% in the nine months of 2019 compared to the nine months of 2018. The average revenue per contract increased 33.5% (2019: €0.191; 2018: €0.143).
Revenue from this category is analyzed in the following table:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Off-exchange transfers OTC (1) | 856 | 843 | 0 | 0 | |
| Off-exchange transfers – public offers (2) | 3,181 | 188 | 0 | 0 | |
| Rectification trades | 4 | 4 | 0 | 0 | |
| Total | 4,041 | 1,035 | 0 | 0 |
This category includes revenue from issuers for quarterly subscriptions and rights issues from ATHEX listed companies, as well as quarterly ATHEX member subscriptions in the cash and derivatives markets. Exchange services are analyzed in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Corp. actions by listed companies (rights issues etc.) (1) | 80 | 312 | 80 | 312 |
| Quarterly subscriptions by listed companies (2) | 1,478 | 1,530 | 1,478 | 1,530 |
| Member subscriptions (3) | 401 | 377 | 401 | 377 |
| ATHEX listing fees (IPOs) (6) | 470 | 5 | 470 | 5 |
| Bonds - Greek government securities | 15 | 5 | 15 | 5 |
| Subscriptions of ENA company advisors | 11 | 11 | 11 | 11 |
| Revenue from indices (4) | 21 | (107) | 21 | (107) |
| Other services to issuers (listed companies) (5) | 152 | 117 | 152 | 117 |
| Total | 2,628 | 2,250 | 2,628 | 2,250 |
(3) Revenue from member subscriptions in the cash market, which depends on members' annual trading activity, amounted to €355 thousand in the nine months of 2019 vs. €330 thousand in the nine months of 2018, reduced by 7.6%. Revenue from member subscriptions in the derivatives market amounted to €47 thousand in the nine months of 2019, unchanged compared to the corresponding period in 2018.
(4) Revenue from indices was negative in 2018 due to the recalculation of charges concerning previous fiscal years resulting in credit notes being issued.
This category includes revenue from rights issues by listed companies, quarterly operator subscriptions as well as revenue from inheritances etc. Revenue is analyzed in the following table:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Corp. actions by issuers (Rights issues - Axia Line) (1) | 823 | 759 | 0 | 0 | |
| Bonds - Greek government securities | 22 | 70 | 0 | 0 | |
| Investors | 114 | 87 | 0 | 0 | |
| Fees from listing at ATHEX (IPOs) (3) | 122 | 19 | |||
| Operators (2) | 1,102 | 1,058 | 0 | 0 | |
| Total | 2,183 | 1,993 | 0 | 0 |
Revenue in this category is analyzed in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Derivatives market clearing Member subscriptions | 99 | 95 | 0 | 0 |
| Total | 99 | 95 | 0 | 0 |
Revenue from this category includes the rebroadcast of ATHEX and CSE market data, as well as revenue from the sale of statistical information. Revenue from this category is analyzed in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Revenue from market data | 1,881 | 2,084 | 2,046 | 2,283 |
| Revenue from publication sales | 28 | 30 | 28 | 31 |
| Total | 1,909 | 2,114 | 2,074 | 2,314 |
Revenue from this is analyzed in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| DSS terminal use licenses (1) | 114 | 121 | 87 | 90 |
| Services to Members (2) | 260 | 232 | 260 | 233 |
| Total | 374 | 353 | 347 | 323 |
Revenue from re-invoiced expenses are analyzed in the table below:
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Exchange trading network (ATHEXNet) | 472 | 351 | 472 | 351 |
| General Meeting Services to listed companies (SODALI) | 39 | 39 | 39 | 39 |
| Sponsorship revenue -NY, London roadshows | 203 | 351 | 203 | 351 |
| Travel revenue | 1 | 2 | 1 | 2 |
| Revenue from electricity - Colocation | 159 | 148 | 0 | 55 |
| Total | 874 | 891 | 715 | 798 |
ATHEXnet revenue of €472 thousand concerns the re-invoicing of expenses of the Group for the use of the ATHEX Exchange Transactions network to members. The corresponding expenses are shown in re-invoiced expenses (see note 2.26).
Revenue from sponsorships in the nine months of 2019 concern the roadshow that took place in New York in June 2019 and in London in September 2019.
This category includes support services of other markets as well as new services provided by the Group that are not directly related with its core businesses, such as colocation services, which refer to the concession to use the premises and IT systems of the Group, as well as the provision of software services to third parties. This revenue is analyzed in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Revenue from X-NET/InBroker (see table below) | 491 | 428 | 43 | 27 |
| Support of other markets (CSE) | 95 | 126 | 49 | 28 |
| Colocation Services (1) | 665 | 530 | 665 | 502 |
| Market Suite | 97 | 114 | 10 | 31 |
| Hellenic Capital Market Commission | 89 | 0 | 89 | 0 |
| Use of auction platform services - DESFA | 52 | 50 | 0 | 0 |
| UNAVISTA LEI - EMIR TR (2) | 213 | 263 | 0 | 0 |
| Total | 1,702 | 1,511 | 856 | 588 |
ATHEX owns and provides the InBrokerPlus® system on a commercial basis to ATHEX members, as a comprehensive real-time price watch and order routing/management service for end-users (OMS), for capital markets that are supported (ATHEX, CSE, and other foreign markets), as part of the operation of the XNET network by the Group.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |||
| Revenue from X-NET | 155 | 86 | 41 | 27 | ||
| Revenue from Inbroker | 336 | 342 | 2 | 0 | ||
| Total | 491 | 428 | 43 | 27 |
For the corresponding expenses, refer to note 2.27.
The breakdown in revenue for this category is shown in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Education (1) | 69 | 62 | 69 | 61 |
| Rents (2) | 267 | 224 | 148 | 148 |
| Provision of support services to listed companies (3) | 418 | 78 | 379 | 235 |
| Guarantee forfeitures – penalties | 5 | 0 | 5 | 0 |
| Other (4) | 101 | 19 | 85 | 17 |
| Total | 860 | 383 | 686 | 461 |
The operating results of the Group in the nine months of 2019 include the Hellenic Capital Market Commission (HCMC) fee, which for the Group amounted to €897 thousand compared to €775 thousand in the nine months of 2018. This fee is collected and turned over to the HCMC, within two months following the end of each sixmonth period. The increase resulted from a corresponding increase in the revenue of the Group from the trading, clearing and settlement of trades on stocks and derivatives, on which it is calculated.
For the Company, the HCMC fee in the nine months of 2019 amounted to €334 thousand compared to €282 thousand in the nine months of 2018.
The change in the number of employees of the Group and the Company, as well as the breakdown in staff remuneration is shown in the following table. It should be noted that there have been internal personnel transfers among the companies of the Group in order for the Company to comply in the provision of services with EU Regulations and Hellenic Capital Market Commission decisions.
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Salaried staff | 217 | 222 | 111 | 111 |
| Total Personnel | 217 | 222 | 111 | 111 |
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Personnel remuneration | 5,428 | 5,119 | 3,034 | 2,808 |
| Social security contributions | 1,177 | 1,164 | 661 | 633 |
| Termination benefits | 130 | 544 | 30 | 199 |
| Net change in the compensation provision (actuarial valuation) |
49 | 43 | 26 | 24 |
| Other benefits (insurance premiums etc.) | 803 | 754 | 474 | 406 |
| Total | 7,587 | 7,624 | 4,225 | 4,070 |
The increase in personnel remuneration is due to the provision for bonus for fiscal year 2019.
The changes in the mandatory compensation payments in the nine months of 2019 and the nine months of 2018 are shown in detail in the following table:
| Accounting Presentation in accordance with revised IAS 19 (amounts in €) |
Group | |
|---|---|---|
| 30.09.2019 | 30.09.2018 | |
| Amounts recognized in the Statement of Financial Position | ||
| Present values liabilities | 1,842,910 | 1,882,431 |
| Net obligation recognized in the Statement of Financial Position | 1,842,910 | 1,882,431 |
| Amounts recognized in the Profit & Loss Statement | ||
| Cost of current employment | 25,589 | 20,106 |
| Net Interest on the liability/asset | 23,809 | 22,493 |
| Regular expense in the Profit & Loss Statement | 49,398 | 42,599 |
| Total expense recognized in the Profit & Loss Statement | 49,398 | 42,599 |
| Change in the present value of the liability | ||
| Present value of the obligation at the beginning of the period | 1,793,512 | 1,839,832 |
| Cost of current employment | 25,589 | 20,106 |
| Interest expense | 23,809 | 22,493 |
| Present value of the liability at the end of the period (note 2.39) | 1,842,910 | 1,882,431 |
| Adjustments | ||
| Adjustments to liabilities from changes in assumptions | 0 | 0 |
| Experience adjustments in liabilities | 0 | 0 |
| Total recognized in equity | 0 | 0 |
| Changes in net liability recognized in the balance sheet | ||
| Net liability at the start of the year | 1,793,512 | 1,839,832 |
| Total expense recognized in the Profit & Loss Statement | 49,398 | 42,599 |
| Net Liability at the end of the year (note 2.39) | 1,842,910 | 1,882,431 |
| Accounting Presentation in accordance with revised IAS 19 (amounts in €) |
Company | ||
|---|---|---|---|
| 30.09.2019 | 30.09.2018 | ||
| Amounts recognized in the Balance Sheet | |||
| Present values liabilities | 1,143,791 | 1,166,812 | |
| Net obligation recognized in the Statement of Financial Position | 1,143,791 | 1,166,812 | |
| Amounts recognized in the Profit & Loss Statement | |||
| Cost of current employment | 11,209 | 9,665 | |
| Net Interest on the liability/asset | 14,838 | 13,976 | |
| Regular expense in the Profit & Loss Statement | 26,047 | 23,641 | |
| Cost of personnel reduction / mutual agreements/retirement | 0 | 0 | |
| Other expense / (revenue) | 0 | 0 | |
| Total expense recognized in the Profit & Loss Statement | 26,047 | 23,641 | |
| Change in the present value of the liability | |||
| Present value of the obligation at the beginning of the period | 1,117,744 | 1,143,171 | |
| Cost of current employment | 11,209 | 9,665 | |
| Interest expense | 14,838 | 13,976 | |
| Actuarial loss/(profit) - experience of the period | 0 | 0 | |
| Present value of the liability at the end of the period (note 2.39) | 1,143,791 | 1,166,812 | |
| Adjustments | |||
| Adjustments to liabilities from changes in assumptions | 0 | 0 | |
| Experience adjustments in liabilities | 0 | 0 | |
| Total recognized in equity | 0 | 0 | |
| Changes in net liability recognized in the balance sheet | |||
| Net liability at the start of the year | 1,117,744 | 1,143,171 | |
| Employer contributions | 0 | 0 | |
| Total expense recognized in the Profit & Loss Statement | 26,047 | 7,880 | |
| Total amount recognized in equity | 0 | 0 | |
| Net Liability at the end of the year (note 2.39) | 1,143,791 | 1,151,051 |
The actuarial assumptions used in the actuarial study for the Group in accordance with IAS 19 are as follows:
| Actuarial assumptions | Valuation dates | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | ||||
| Discount rate | 1.77% | 1.63% | |||
| Increase in salaries (long term) | 1.00% | 1.00% | |||
| Inflation | 1.00% | 1.00% | |||
| Mortality table | E V K 2000 (Swiss table) | E V K 2000 (Swiss table) | |||
| Personnel turnover | 0.50% | 0.50% | |||
| Based on the rules of the Social | Based on the rules of the Social | ||||
| Regular retirement age | security fund in which each | security fund in which each | |||
| employee belongs | employee belongs | ||||
| Duration of liability | 16.20 | 17.03 |
Third party fees and expenses include the remuneration of the members of the BoDs of all the companies of the Group.
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| BoD & Committee member remuneration | 49 | 20 | 31 | 17 |
| Attorney remuneration and expenses | 54 | 54 | 54 | 54 |
| Fees to auditors (1) | 73 | 56 | 29 | 23 |
| Fees to consultants (2) | 41 | 215 | 17 | 73 |
| Fees to FTSE (ATHEX) | 87 | 87 | 87 | 87 |
| Other Fees | 40 | 23 | 28 | 18 |
| Fees to training consultants | 23 | 8 | 7 | 8 |
| Total | 367 | 463 | 253 | 280 |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |||
| Fixed - mobile telephony - internet | 141 | 92 | 63 | 18 | ||
| Leased lines - ATHEXNet | 64 | 70 | 16 | 24 | ||
| PPC (Electricity) | 367 | 349 | 12 | 7 | ||
| EYDAP (water) | 3 | 5 | 0 | 0 | ||
| Total | 575 | 516 | 91 | 49 |
Maintenance and IT support includes expenses for the maintenance of the Group's technical infrastructure and support for the IT systems (technical support for the electronic trading platforms, databases, Registry [DSS] etc.), and are contractual obligations.
In the nine months of 2019, maintenance expenses for the Group amounted to €880 thousand compared to €927 thousand in the nine months of 2018, reduced by 5.1%. For the Company, the corresponding amounts were €664 thousand in the nine months of 2019 compared to €659 thousand in 2018, increased by 0.8%.
Non-deductible Value Added Tax, and other taxes (Property Tax) that burden the cost of services amounted to €879 thousand compared to €816 thousand in the nine months of 2018, mainly as a result of VAT for the maintenance of asset equipment (network & storage equipment) of significant value that was recently acquired. For the Company, other taxes amounted to €472 thousand vs. €401 thousand in the nine months of 2018.
This category includes expenses such as: security and cleaning services, building and equipment maintenance and repairs.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Cleaning and building security services (1) | 298 | 263 | 82 | 74 |
| Building repair and maintenance - other equipment (2) | 122 | 58 | 13 | 5 |
| Fuel and other generator materials | 13 | 8 | 0 | 0 |
| Communal expenses | 7 | 10 | 0 | 0 |
| Total | 440 | 339 | 95 | 79 |
Other operating expenses in the nine months of 2019 increased by 4.8% compared to the corresponding period last year, and are analyzed in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Bank of Greece (BoG) - cash settlement | 38 | 38 | 0 | 0 |
| Stationery | 5 | 8 | 4 | 7 |
| Consumables | 27 | 31 | 26 | 30 |
| Travel expenses | 101 | 80 | 86 | 53 |
| Postal expenses | 3 | 11 | 1 | 8 |
| Transportation expenses | 45 | 41 | 36 | 31 |
| Publication expenses | 6 | 0 | 0 | 0 |
| Storage fees | 10 | 10 | 6 | 6 |
| Operation support services | 0 | 0 | 89 | 89 |
| Automobile leases | 1 | 17 | 1 | 17 |
| DR hosting expenses | 73 | 45 | 38 | 134 |
| Other | 110 | 117 | 63 | 135 |
| Electronic equipment insurance premiums | 12 | 8 | 12 | 8 |
| Means of transport insurance premiums | 1 | 3 | 1 | 3 |
| Building fire insurance premiums | 22 | 20 | 3 | 3 |
| BoD member civil liability ins. Premiums (D&O, DFL & PI) |
264 | 262 | 264 | 262 |
| Subscriptions to professional organizations & contributions |
268 | 262 | 234 | 228 |
| Hellenic Capital Market Commission subscription | 13 | 14 | 13 | 14 |
| Promotion, reception and hosting expenses | 150 | 136 | 120 | 128 |
| Event expenses | 66 | 86 | 59 | 73 |
| Total | 1,246 | 1,189 | 1,072 | 1,229 |
Expenses in this category for the nine months of 2019 are analyzed in the table below:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Leased Lines (ATHEXNet) | 258 | 336 | 246 | 330 | |
| Sodali expenses (General Meetings) | 49 | 30 | 49 | 30 | |
| VAT on re-invoiced expenses | 80 | 70 | 60 | 60 | |
| Promotion, reception and hosting expenses (NY-London roadshows) |
240 | 297 | 236 | 292 | |
| Electricity consumption - Colocation | 159 | 137 | 0 | 0 | |
| Other | 22 | 11 | 23 | 11 | |
| Total | 808 | 881 | 614 | 723 |
The corresponding revenue is shown in note 2.15.
Expenses on this category are shown in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Expenses from new activities (3) | 210 | 4 | 210 | 4 |
| Χ-ΝΕΤ Expenses (1) | 175 | 431 | 15 | 35 |
| Expenses on IT Services to third parties (2) | 245 | 297 | 18 | 54 |
| VAT on ancillary services expenses | 71 | 80 | 10 | 0 |
| Total | 701 | 812 | 255 | 93 |
XNET expenses are analyzed in the table below:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | ||
| Expenses concerning foreign securities | 68 | 56 | 13 | 30 | |
| Inbroker Plus data feed expenses | 107 | 375 | 2 | 5 | |
| Total | 175 | 431 | 15 | 35 |
CAPITAL MARKET COMMISSION expenses - €3 thousand (compared to €10 thousand in 2018) (the corresponding UNAVISTA LEI revenue is shown in note 2.16).
It is the policy of the Athens Exchange Group to re-estimate the market value of its real estate every three years. The last real estate estimate took place in March 2016 with the reference date of 31.12.2015. Thus, consistent with its policy, the Group assigned the study of determining the market value of its properties, in accordance with IFRS, to independent, recognized assessors. The study was completed and submitted at the end of February 2019, and the Group adjusted the value of its properties on 31.12.2018 based on the findings of the study, in order to show in its balance sheet of 31.12.2018 the fair value of its properties.
The tangible and intangible assets of the Group on 30.09.2019 and 31.12.2018 are analyzed as follows:
| Group | TANGIBLE ASSETS & INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|---|
| Plots of Land | Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | |
| Acquisition and valuation on 31.12.2017 |
4,500 | 26,879 | 127 | 168 | 7,922 | 10,502 | 50,098 |
| Additions in 2018 | 0 | 49 | 0 | 0 | 1,026 | 2,177 | 3,252 |
| Reductions in 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Acquisition and valuation on 31.12.2018 |
4,500 | 26,928 | 127 | 168 | 8,948 | 12,679 | 53,350 |
| Accumulated depreciation on 31.12.2017 |
0 | 10,959 | 127 | 161 | 6,884 | 4,418 | 22,549 |
| Depreciation in 2018 | 0 | 1,079 | 0 | 0 | 509 | 1,712 | 3,300 |
| Accumulated depreciation reduction in 2018 |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Accumulated depreciation on 31.12.2018 |
0 | 12,038 | 127 | 161 | 7,393 | 6,130 | 25,849 |
| Book value | |||||||
| on 31.12.2017 | 4,500 | 14,841 | 0 | 7 | 529 | 4,372 | 24,249 |
| on 31.12.2018 | 4,500 | 14,890 | 0 | 7 | 1,555 | 6,549 | 27,501 |
| Revaluation due to estimate by independent assessor Book value after the |
0 | 2,599 | 0 | 0 | 0 | 0 | 2,599 |
| revaluation on 31.12.2018 | 4,500 | 17,489 | 0 | 7 | 1,555 | 6,549 | 30,100 |
| Group | TANGIBLE ASSETS & INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|---|
| Plots of Land | Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | |
| Acquisition and valuation on 31.12.2018 |
4,500 | 29,527 | 127 | 168 | 8,948 | 12,679 | 55,949 |
| Additions in 2019 | 0 | 0 | 0 | 0 | 1,093 | 1,920 | 3,013 |
| Reductions in 2019 | 0 | 0 | 0 | (3) | 0 | 0 | (3) |
| Acquisition and valuation on 30.09.2019 |
4,500 | 29,527 | 127 | 165 | 10,041 | 14,599 | 58,959 |
| Accumulated depreciation on 31.12.2018 |
0 | 12,038 | 127 | 161 | 7,393 | 6,130 | 25,849 |
| Depreciation in 2019 | 0 | 997 | 0 | 2 | 484 | 1,458 | 2,941 |
| Accumulated depreciation reduction in 2019 |
0 | 0 | 0 | (1) | 0 | 0 | (1) |
| Accumulated depreciation on 30.09.2019 |
0 | 13,035 | 127 | 162 | 7,877 | 7,588 | 28,789 |
| Book value on 31.12.2018 |
4,500 | 17,489 | 0 | 7 | 1,555 | 6,549 | 30,100 |
| on 30.09.2019 | 4,500 | 16,492 | 0 | 3 | 2,164 | 7,011 | 30,170 |
The tangible and intangible assets of the Company on 30.09.2019 and 31.12.2018 are analyzed as follows:
| Company | TANGIBLE ASSETS & INTANGIBLE ASSETS | |||||||
|---|---|---|---|---|---|---|---|---|
| Plots of Land | Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | ||
| Acquisition and valuation on 31.12.2017 |
0 | 15 | 103 | 159 | 5,918 | 7,616 | 13,811 | |
| Additions in 2018 | 0 | 0 | 0 | 0 | 499 | 1,275 | 1,774 | |
| Reductions in 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Acquisition and valuation on 31.12.2018 |
0 | 15 | 103 | 159 | 6,417 | 8,891 | 15,585 | |
| Accumulated depreciation on 31.12.2017 |
0 | 1 | 103 | 155 | 5,152 | 3,541 | 8,952 | |
| Depreciation in 2018 | 0 | 0 | 0 | 0 | 352 | 1,176 | 1,528 | |
| Accumulated depreciation reduction in 2018 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Accumulated depreciation on 31.12.2018 |
0 | 1 | 103 | 155 | 5,504 | 4,717 | 10,480 | |
| Book value | ||||||||
| on 31.12.2017 on 31.12.2018 |
0 0 |
14 14 |
0 0 |
4 4 |
414 913 |
2,899 4,174 |
4,859 5,105 |
|
| Company | TANGIBLE ASSETS & INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|---|
| Plots of Land | Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | |
| Acquisition and valuation on 31.12.2018 |
0 | 15 | 103 | 159 | 6,415 | 8,892 | 15,584 |
| Additions in 2019 | 0 | 0 | 0 | 0 | 595 | 884 | 1,479 |
| Reductions in 2019 | 0 | 0 | 0 | (3) | 0 | 0 | (3) |
| Acquisition and valuation on 30.09.2019 |
0 | 15 | 103 | 156 | 7,010 | 9,776 | 17,060 |
| Accumulated depreciation on 31.12.2018 |
0 | 0 | 103 | 155 | 5,502 | 4,718 | 10,478 |
| Depreciation in 2019 | 0 | 0 | 0 | 0 | 295 | 991 | 1,286 |
| Accumulated depreciation reduction in 2019 |
0 | 0 | 0 | (1) | 0 | 0 | (1) |
| Accumulated depreciation on 30.09.2019 |
0 | 1 | 103 | 154 | 5,797 | 5,709 | 11,763 |
| Book value | |||||||
| on 31.12.2018 | 0 | 15 | 0 | 4 | 913 | 4,174 | 5,106 |
| on 30.09.2019 | 0 | 14 | 0 | 2 | 1,213 | 4,067 | 5,296 |
Intangible assets include the amounts of €443 thousand for the Group and €96 thousand for the Company and concern the capitalization of expenses (CAPEX creation) for systems development by the Group in the nine months of 2019. Starting on 1.1.2018 the depreciation rates for expenses capitalized in 2017 were changed. Henceforth capitalized expenses will be depreciated in 5 years. Expenses made before 1.1.2017 will be depreciated in 10 years as before.
Besides the effect of IFRS 16 (note 2.29), depreciation increased in the nine months of 2019 due to the fact that capex began being depreciated in 5 years (compared to 10 years previously), as well as due to the purchase of equipment of significant value (ATHEX exchange trading network, storage etc.).
The management of the Group estimates that there are no impairment indications on the owner occupied buildings of the Group.
On 30.09.2019 there were no encumbrances on the assets of the companies of the Group.
IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.
The Group applies IFRS 16 for the first time on 1 January 2019, using the modified retrospective approach. Under this approach the Group will a) recognize a lease liability and will measure that lease liability at the present value of the remaining lease payments, discounted using the Group's borrowing rate at the date of initial application and b) recognize a right-of-use asset and measure that right-of-use asset by an amount equal to the lease liability. Subsequent to initial recognition, the Group will a) measure the right-of-use asset by applying the cost model and depreciate it on a straight line basis up to the end of the lease term and b) measure the lease liability by increasing and reducing the carrying amount to reflect interest on the lease liability and lease payments made, respectively.
When adopting IFRS 16, the Company applied a single accounting model for all leases.
The Company recognized right-of-use assets and liabilities for those leases that were previously classified as operating, besides leases of low value.
Lease liabilities were recognized as the present value of the remaining payments, discounted by the incremental borrowing cost on the date of initial application. The Company applied the following practices:
The new accounting policies of the Company on the adoption of IFRS 16 that apply from the date of initial application are provided below.
The Company recognize right-of-use assets at the start of the lease (the date when the asset is available for use). The asset rights-of-use are measured at cost, reduced by accumulated depreciation and value impairment adjusted during the measurement of the corresponding lease obligations.
The right-of-use assets are subject to an impairment check.
At the start of the lease, the Company recognizes asset liabilities equal to the present value of the lease payments for the duration of the lease contract.
In order to calculate the present value of the payments, the Company uses the incremental borrowing cost on the start date of the lease, if the actual interest rate is not specified directly in the lease contract. The interest rate was set at 4% (see above). Following the start of the lease, lease obligations are increased by interest expenses and reduced by lease payments that take place. Furthermore, the book value of the lease obligations is measured if the is a contract modification, or any change in the duration of the contract, the fixed lease payments, or the market assessment of the asset.
In the nine months of 2019, €1 thousand was booked as a lease financial costs and €15 thousand as depreciation for the Group; for the Company €45 thousand was booked as lease financial costs and €100 thousand as depreciation of right-of-use assets.
| Asset right of use - Group | |||
|---|---|---|---|
| Real Estate | Means of transport |
Total | |
| Cost | |||
| Balance 1.1.2019 | 48 | 48 | |
| Additions for the period | 0 | 0 | 0 |
| Balance 30.9.2019 | 0 | 48 | 48 |
| Accumulated depreciation | |||
| Balance 1.1.2019 | 0 | 0 | 0 |
| Depreciation for the period | 15 | 15 | |
| Balance 30.9.2019 | 0 | 15 | 15 |
| Book value 30.9.2019 | 0 | 33 | 33 |
| Asset right of use - Company | |||
|---|---|---|---|
| Real Estate | Means of transport |
Total | |
| Cost | |||
| Balance 1.1.2019 | 1,505 | 48 | 1,553 |
| Additions for the period | 0 | 0 | 0 |
| Balance 30.9.2019 | 1,505 | 48 | 1,553 |
| Accumulated depreciation | |||
| Balance 1.1.2019 | 0 | 0 | 0 |
| Depreciation for the period | 85 | 15 | 100 |
| Balance 30.9.2019 | 85 | 15 | 100 |
| Book value 30.9.2019 | 1,420 | 33 | 1,453 |
| Lease obligations - Group | |||
|---|---|---|---|
| Real Estate | Means of transport |
Total | |
| Long term lease obligations | |||
| Balance 1.1.2019 | 0 | 29 | 29 |
| Payments for the period | 0 | 0 | 0 |
| Balance 30.9.2019 | 0 | 29 | 29 |
| Short term lease obligations | |||
| Balance 1.1.2019 | 0 | 18 | 18 |
| Interest for the period | 0 | 1 | 1 |
| Payments for the period | 0 | (14) | (14) |
| Balance 30.9.2019 | 0 | 5 | 5 |
| Lease obligations - Company | |||
| Real Estate | Means of transport |
Total | |
| Long term lease obligations | |||
| Balance 1.1.2019 | 1,417 | 29 | 1,446 |
| Payments for the period | 0 | 0 | 0 |
| Balance 30.9.2019 | 1,417 | 29 | 1,446 |
| Short term lease obligations | |||
| Balance 1.1.2019 | 89 | 18 | 107 |
| Interest for the period | 44 | 1 | 45 |
| Payments for the period | (110) | (15) | (125) |
| Balance 30.9.2019 | 23 | 4 | 27 |
The Company carried out an impairment test on this property based on IAS 36. Based on the impairment test that was carried out, an impairment loss of €300 thousand arose, which concerned the value of the plot of land. For the impairment test that was carried out, the Company used independent, recognized assessors.
The valuation report of the real estate investments did not show a significant difference compared to the book value of the property as shown in the books of the Company. The property valuation report for the Acharnon St. building shows a reduction in the value of the plot of land by €300 thousand. It should be noted that goodwill amounting to €413 thousand arising from the building assessment does not increase its book value as there was not a previous valuation loss.
The book value of the investments in real estate for the Group and the Company on 30.09.2019 and 31.12.2018 is shown in the following table:
| Group - Company | TANGIBLE ASSETS | ||||
|---|---|---|---|---|---|
| Plots of Land |
Buildings and Construction |
Furniture and fixtures |
Total | ||
| Acquisition and valuation on 31.12.2017 | 1,000 | 5,110 | 88 | 6,198 | |
| Additions in 2018 | 0 | 0 | 0 | 0 | |
| Reductions in 2018 | 0 | 0 | 0 | 0 | |
| Acquisition and valuation on 31.12.2018 | 1,000 | 5,110 | 88 | 6,198 | |
| Accumulated depreciation on 31.12.2017 | 0 | 3,319 | 88 | 3,407 | |
| Depreciation in 2018 | 0 | 204 | 0 | 204 | |
| Accumulated depreciation on 31.12.2018 | 0 | 3,523 | 88 | 3,611 | |
| Book value | |||||
| on 31.12.2017 | 1,000 | 2,200 | 0 | 2,791 | |
| on 31.12.2018 | 1,000 | 1,587 | 0 | 2,587 | |
| Impairment of property value | (300) | 0 | 0 | (300) | |
| Book value after revaluation on 31.12.2018 | 700 | 1,587 | 0 | 2,287 |
| Group - Company | TANGIBLE ASSETS | |||
|---|---|---|---|---|
| Plots of Land |
Buildings and Construction |
Furniture and fixtures |
Total | |
| Acquisition and valuation on 31.12.2018 | 700 | 5,110 | 88 | 5,898 |
| Additions in 2019 | 0 | 0 | 0 | 0 |
| Reductions in 2019 | 0 | 0 | 0 | 0 |
| Acquisition and valuation on 30.09.2019 | 700 | 5,110 | 88 | 5,898 |
| Accumulated depreciation on 31.12.2018 | 0 | 3,523 | 88 | 3,611 |
| Depreciation in 2019 | 0 | 153 | 0 | 153 |
| Accumulated depreciation reduction in 2019 | 0 | 0 | 0 | 0 |
| Accumulated depreciation on 30.09.2019 | 0 | 3,676 | 88 | 3,764 |
| Book value | ||||
| on 31.12.2018 | 700 | 1,587 | 0 | 2,287 |
| on 30.09.2019 | 700 | 1,434 | 0 | 2,134 |
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Participation in ANNA | 1 | 1 | 1 | 1 |
| Participation in subsidiaries | 0 | 0 | 57.880 | 57.880 |
| Participation in affiliates (1) | 1.071 | 1.050 | 1.071 | 1.050 |
| Management committee reserve | 11 | 11 | 0 | 0 |
| Valuation from subsidiaries due to stock options | 0 | 0 | 227 | 227 |
| Rent guarantees | 56 | 56 | 10 | 10 |
| Total | 1.139 | 1.118 | 59.189 | 59.168 |
(1) The participation of the Company in HenEx on 30.09.2019 was 21%, i.e. €1,050,000 (note 2.45), in addition to €21 thousand from the participation in the earnings for fiscal year 2018.
The breakdown of the participations of the parent Company in the subsidiaries of the Group on 30.09.2019 is shown below:
| % of direct participation |
Number of shares / total number of shares |
Cost 30.09.2019 |
Cost 31.12.2018 |
|
|---|---|---|---|---|
| ATHEXCSD (former TSEC) |
100 | 802,600 / 802,600 | 32.380 | 32.380 |
| ATHEXClear | 100 | 8,500,000 / 8,500,000 |
25.500 | 25.500 |
| Total | 57.880 | 57.880 |
The Company collected dividend of €4.00 per share from the ATHEXCSD subsidiary for fiscal year 2018. The dividend, amounting to €3,210,400 was collected in June 2019.
All claims are short term and no discounting is required on the date of the statement of financial position. The breakdown of clients and other receivables is shown in the following table:
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Clients | 7.278 | 6.767 | 3.542 | 3.387 |
| Clients (intra-Group) | 0 | 0 | 55 | 16 |
| Less: provisions for bad debts | (3.649) | (3.649) | (1.585) | (1.585) |
| Net commercial receivables | 3.629 | 3.118 | 2.012 | 1.818 |
| Other receivables | ||||
| Tax withheld on dividends for offsetting (1) | 4.721 | 4.721 | 4.421 | 4.421 |
| Tax (0.20%) (2) | 1.899 | 1.910 | 0 | 0 |
| HCMC fee claim (3) | 21 | 453 | 21 | 453 |
| Taxes withheld on deposits | 186 | 136 | 97 | 74 |
| Accrued revenue - prepaid non-accrued expenses (4) | 1.204 | 740 | 813 | 622 |
| Other withheld taxes | 52 | 49 | 32 | 31 |
| Prepayment of tax audit differences (5) | 983 | 983 | 983 | 983 |
| Other debtors (6) | 105 | 89 | 452 | 447 |
| Total other receivables | 9.171 | 9.081 | 6.819 | 7.031 |
| Income tax claim (7) | 0 | 374 | 0 | 295 |
The provisions for bad debts are analyzed in the table below:
| Provisions for bad debts | Group | Company |
|---|---|---|
| Balance on 31.12.2017 | 3.571 | 1.894 |
| Additional provisions in 2018 | 78 | -309 |
| Balance on 31.12.2018 | 3.649 | 1.585 |
| Additional provisions in 2019 | 0 | 0 |
| Balance on 30.09.2019 | 3.649 | 1.585 |
The category financial assets at fair value through other comprehensive income include the Bank of Piraeus shares that were obtained in exchange for the bond issued by the same bank that the Group possessed. In particular, 13,365,316 shares of Piraeus Bank were acquired at a par value of €0.30 per share and total value of €4,009,594.80.
On 31.07.2017 the Bank of Piraeus did a reverse split of its stock, correspondingly increasing its par value together with a reduction in the number of shares outstanding. Thus on 3.8.2017 the company possessed 668.265 shares with a new acquisition cost of €6.00 per share.
On 31.12.2017 the share price closed at €3.07 and as a result the valuation of the Bank of Piraeus shares was €2,051,573.55.
On 31.12.2018 the share price closed at €0.84 and as a result the valuation of the Bank of Piraeus shares was €561,343.60, a loss of €1,490,231.95 compared to the valuation on 31.12.2017 which, in accordance with IFRS 9, is reported in Other Comprehensive Income (OCI), thus increasing the relevant reserve that had been formed.
On 30.09.2019 the share price closed at €3.08 and as a result the valuation of the Bank of Piraeus shares was €2,058,256.20, a gain of €1,496,913.60 compared to the valuation on 31.12.2018 which, in accordance with IFRS 9, is reported in Other Comprehensive Income (OCI), thus reducing the relevant reserve that had been formed (see note 2.37).
The change in the value of the Bank of Piraeus shares, as well as the 0.779% participation in Boursa Kuwait are analyzed below (note 2.33):
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Balance - start of the fiscal year | 562 | 2,051 | 562 | 2,051 |
| Profit / (Loss) from the valuation of the participation recognized in the Statement of Comprehensive Income |
1,496 | (1,490) | 1,496 | (1,490) |
| 2,058 | 561 | 2,058 | 561 | |
| Participation in Boursa Kuwait | 1,032 | 0 | 1,032 | 0 |
| Balance - end of the period | 3,090 | 561 | 3,090 | 561 |
The cash at hand and at bank of the Group are invested in short term interest bearing instruments in order to maximize the benefits for the companies of the Group, in accordance with the policy set by the Strategic Planning Committee of the Company. By placing its cash in short term interest bearing investments, the Group had income of €319 thousand in the nine months of 2019 (2018: €453 thousand); for the Company, the corresponding income was €154 thousand (2018: €260 thousand).
On 30.09.2019, a significant portion (41.6%) of the cash of the Group is, due to compliance of ATHEXClear with the EMIR Regulation, kept at the Bank of Greece (BoG).
Deposits of the Group at the BoG carry an interest rate of minus 0.4% from 16.3.2016, and minus 0.5% starting on 18.09.2019.
Expenses and bank commissions over the same period amounted to €102 thousand for the Group, almost unchanged compared to the nine months of 2018 and €54 thousand for the company, increased due to the application of IFRS-16.
In accordance with IFRS 16, bank expenses include financial expenses for leases which amounted to €1 thousand for the Group and €45 thousand for the Company in the nine months of 2019.
The breakdown of the cash at hand and at bank of the Group is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Deposits at the Bank of Greece | 29,639 | 29,605 | 0 | 0 |
| Sight deposits in commercial banks | 2,567 | 1,942 | 1,450 | 1,039 |
| Time deposits < 3 months | 39,011 | 43,052 | 15,339 | 21,704 |
| Cash at hand | 6 | 9 | 1 | 3 |
| Total | 71,223 | 74,608 | 16,790 | 22,746 |
This essentially is a memo account for the margins that ATHEXClear receives from its Members for the derivatives market and, starting on 16.02.2015, for the cash market. ATHEXClear manages Member margins, which in accordance with the investment policy for deposits, are placed with the BoG.
Implementation of the ATHEXClear investment policy begun together with the application of the new clearing model and risk management in the derivatives market on 1.12.2014. The amounts of €189,186 thousand on 30.09.2019 and €153,358 thousand on 31.12.2018 respectively shown below and in the Statement of Financial Position on 30.09.2019 and 31.12.2018 respectively, concern exclusively Member collaterals in the cash and derivatives markets as well as XNET respectively.
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Clearing Fund collaterals – Cash Market | 13,278 | 12,151 | 0 | 0 |
| Additional Clearing Fund collaterals – Cash Market | 110,176 | 99,838 | 0 | 0 |
| Clearing Fund collaterals – Derivatives Market | 14,281 | 6,488 | 0 | 0 |
| Additional Clearing Fund collaterals – Derivatives Market | 49,667 | 33,307 | 0 | 0 |
| Member cash guarantees for Χ-ΝΕΤ et al. (1) | 1,784 | 1,574 | 1,581 | 1,398 |
| Third party balances | 189,186 | 153,358 | 1,581 | 1,398 |
(1) Margins received by the Company for the XNET market on 30.09.2019 amounted to €1.6m and were kept in commercial bank accounts, as are dormant client balances of the Clearing Fund amounting to €35 thousand. In addition, the amount of €169 thousand concerning returns from interest payments to clients exempted or in the special account is also kept in commercial banks.
The deferred taxes accounts are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| Deferred taxes | 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 |
| Deferred tax claims | 1,081 | 1,467 | 1,031 | 1,419 |
| Deferred tax liabilities | (1,263) | (1,483) | 0 | 0 |
| Total | (182) | (16) | 1,031 | 1,419 |
| Deferred tax claims | Intangible assets |
Property plant & equipment |
Provisions - Actuarial study & staff retirement obligations |
Other provisions |
Loss from the sale of securities in previous FY |
Total |
|---|---|---|---|---|---|---|
| Balance 1.1.2018 | 51 | 66 | 540 | 887 | 136 | 1,680 |
| (Debit) / credit to the results | (6) | 41 | (92) | 364 | (136) | 171 |
| (Debit) / credit to other comprehensive income |
0 | 0 | 0 | 0 | 0 | 0 |
| Balance 31.12.2018 | 45 | 107 | 448 | 1,251 | 0 | 1,851 |
| (Debit) / credit to the results | 44 | (19) | 15 | 0 | 0 | 40 |
| (Debit) / credit to other comprehensive income |
0 | 0 | 0 | 0 | 0 | |
| Balance 30.09.2019 | 89 | 88 | 463 | 1,251 | 0 | 1,891 |
The analysis of deferred tax claims and liabilities for the Group is as follows:
| Deferred tax liabilities | Property plant & equipment |
Share valuation provision |
Total |
|---|---|---|---|
| Balance 1.1.2018 | (1,931) | (76) | (2,007) |
| Debit / (credit) to the results | 416 | 0 | 416 |
| Debit / (credit) to other comprehensive income | (650) | 373 | (277) |
| Balance 31.12.2018 | (2,165) | 297 | (1,868) |
| Debit / (credit) to the results | 170 | (375) | (205) |
| Debit / (credit) to other comprehensive income | 0 | 0 | 0 |
| Balance 30.09.2019 | (1,995) | (78) | (2,073) |
The analysis of deferred tax claims and liabilities for the Company is as follows:
| Deferred tax claims | Intangible assets |
Property plant & equipment |
Provisions - Actuarial study & staff retirement obligations |
Other provisions |
Loss from the sale of securities in previous FY |
Total |
|---|---|---|---|---|---|---|
| Balance 1.1.2018 | 12 | 66 | 330 | 704 | 136 | 1,248 |
| (Debit) / credit to the results | 2 | 41 | (51) | 17 | (136) | (127) |
| (Debit) / credit to other comprehensive income |
0 | 0 | 0 | 0 | 0 | 0 |
| Balance 31.12.2018 | 14 | 107 | 279 | 721 | 0 | 1,121 |
| (Debit) / credit to the results | 0 | (19) | 7 | 0 | 0 | (12) |
| (Debit) / credit to other comprehensive income |
0 | 0 | 0 | 0 | 0 | |
| Balance 30.09.2019 | 14 | 88 | 286 | 721 | 0 | 1,109 |
| Deferred tax liabilities | Share valuation loss provision |
Total |
|---|---|---|
| Balance 1.1.2018 | (76) | (76) |
| Debit / (credit) to the results | 0 | 0 |
| Debit / (credit) to other comprehensive income | 373 | 373 |
| Balance 31.12.2018 | 297 | 297 |
| Debit / (credit) to the results | 0 | 0 |
| Debit / (credit) to other comprehensive income | (375) | (375) |
| Balance 30.09.2019 | (78) | (78) |
Other data concerns the tax corresponding to the valuation and sale of participations and securities.
Based on the new tax bill that was brought for discussion and voting in Parliament, the corporate income tax rate will be reduced to 24% for fiscal year 2019 and to 20% for fiscal year 2020.
Deferred income tax is calculated based on the temporary differences that arise between the book value of the assets and liabilities that are included in the financial statements and the tax value assigned to the in accordance with tax legislation.
It should be noted that the Company used the 28% rate in calculating income tax on the earnings of the nine months.
The 1st Annual General Meeting of shareholders of 30.05.2019 approved a share capital return of €0.11 to shareholders, with a corresponding reduction in the share par value. Thus, the share capital of the Company amounts to €31,001,840.00, divided into 60,348,000 shares with a par value of €0.58 per share.
| Number of shares | Par value (€) | Share Capital (€) | Share Premium (€) | |
|---|---|---|---|---|
| Total 31.12.2016 | 65,368,563 | 1.08 | 70,598,048.04 | 157,084.15 |
| Share capital reduction (May 2017) |
(0.24) | (15,688,455.12) | ||
| Total | 65,368,563 | 0.84 | 54,909,592.92 | |
| Reduction of Share Capital through cancellation of Own Shares |
(4,769,563) | 0.84 | (4,006,432.92) | |
| Total 31.12.2017 | 60,599,000 | 0.84 | 50,903,160.00 | 157,084.15 |
| Share capital reduction | (0.15) | (9,089,850.00) | ||
| Total | 60,599,000 | 0.69 | 41,813,310.00 | |
| Reduction of Share Capital through cancellation of Own Shares |
(251,000) | 0.69 | (173,190.00) | |
| Total 31.12.2018 | 60,348,000 | 0.69 | 41,640,120.00 | 157,084.15 |
| Share capital reduction | (0.11) | (6,638,280.00) | ||
| Total 30.09.2019 | 60,348,000 | 0.58 | 35,001,840.00 | 157,084.15 |
Following the decision of the General Meeting of shareholders of the Company on 20.5.2015 a share buyback program was implemented (see below note c).
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Regular Reserve (1) | 29,609 | 29,506 | 28,116 | 28,116 |
| Tax free and specially taxed reserves (2) | 10,736 | 10,736 | 10,281 | 10,281 |
| Treasury stock reserve (3) | (12,669) | (12,669) | (12,669) | (12,669) |
| Real estate revaluation reserve | 15,819 | 15,819 | 14,383 | 14,383 |
| Real estate revaluation reserve (Law 2065/1992) | 1,949 | 1,949 | 0 | 0 |
| Other (4) | 5,983 | 5,983 | 5,983 | 5,983 |
| Special securities valuation reserve (5) | (1,385) | (2,508) | (1,385) | (2,508) |
| Reserve from stock option plan to employees | 1,385 | 1,385 | 1,336 | 1,336 |
| Total | 51,427 | 50,201 | 46,044 | 44,922 |
The company completed a share buyback program on 20.4.2017. The program was approved by the 14th Annual General Meeting of shareholders on 20.5.2015 with the following terms:
The share buyback program begun on 9.2.2016, and up until 20.4.2017, 5,020,563 own shares were purchased (7.68% of the number of shares outstanding of the company) at an average price of €4.63 per share and a total cost of €23,244,794.
Out of the abovementioned treasury stock, 95% (4,769,563 shares) were cancelled by the 1st Repetitive General Meeting on 9.6.2017. Following the cancellation of the abovementioned number of shares and the €4,006,432.92 reduction in share capital, 251,000 shares in treasury stock, valued at €1,161,717.49 remain in the possession of the Company. Lastly, the Repetitive General Meeting on 13.06.2018 decided to cancel the remaining 251,000 shares in treasury stock with a value of €173,190 and as a result the share capital became €41,640,120.00 and the number of shares outstanding 60,348,000.
There is no share buyback program currently in effect.
The retained earnings of €18,740 thousand on 31.12.2018 increased by €3,020 thousand (which is the sum of the €6,140 thousand in net earnings for the nine months of 2019 minus €3,120 thousand used for dividend distribution) and amounted to €21,760 thousand at the end of the nine months of 2019.
According to the EMIR Regulation (article 45 of the EU 20. 648/2012) a clearing house must keep lines of defense in case of member's default (default waterfall).
In accordance with article 35 of the technical standards, for clearinghouses the amount of the own assets of central counterparties that are used as line of defense in case of default is calculated, and in particular:
The Central Counterparty reviews the minimum amount in question on an annual basis.
Based on the above, as a recognized clearing house, ATHEXClear drafted a report "Methodology for calculating capital requirements", in cooperation with consultants, in which the methodology applied was described in order to estimate the capital requirements for credit risk, counterparty risk, market risk, termination risk, operating risk and business risk. The methodology applied was based on the following:
Based on the above, ATHEXClear regularly calculates its capital requirements which are required in order to fulfill its regulatory obligations on a quarterly basis, and reports it in its financial statements.
If ATHEXClear equity, as calculated above, is less than 110% of the capital requirements, or less than 110% of the €7.5m threshold notification, ATHEXClear will immediately notify the relevant authority (Hellenic Capital Market Commission), and will continue to keep it informed on a weekly basis, until the amount of capital it possesses exceeds the notification threshold.
ATHEXClear's capital requirements on 30.09.2019 are broken down in the table below:
| Capital requirements | |
|---|---|
| Risk type | Capital requirements |
| 30.09.2019 | |
| Credit risk (total) | 201 |
| Derivatives market | 0 |
| Cash market | 0 |
| Investment of own assets | 201 |
| Market risk | 0 |
| Exchange rate risk | 0 |
| Operating risk | 115 |
| Winding down risk | 3,177 |
| Business risk | 1,588 |
| Total Capital requirements | 5,081 |
| Notification Threshold (110% of capital requirements) | 5,589 |
| Additional special resources (25% of capital requirements of 31.12.2018) | 1,253 |
ATHEXClear equity amounting to €31m, as reported in the statement of financial position of ATHEXClear on 30.09.2019, exceeds its capital requirements, as calculated above.
The additional special resources of €1,253 thousand that correspond to 25% of the capital requirements on 31.12.2018 are distributed as follows: €604 thousand to the cash market and €649 thousand to the derivatives market on 30.09.2019.
The Group shows an amount of €50 thousand in the nine months of 2019 in withholding on employee compensation (Law 103/75) and concerns the Company.
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | ||
| Staff retirement obligation (note 2.19) | 1,843 | 1,794 | 1,144 | 1,118 | |
| Total | 1,843 | 1,794 | 1,144 | 1,118 | |
| Other provisions | 1,360 | 1,360 | 1,300 | 1,300 | |
| Total | 1,360 | 1,360 | 1,300 | 1,300 |
The change in provisions on 30.09.2019 and 31.12.2018 for the Group and Company is shown below:
| Group | Personnel termination provision |
Provisions for other risk |
|---|---|---|
| Balance on 31.12.2017 | 1,840 | 1,360 |
| Additional provision in the period | 0 | 0 |
| Provision used | (46) | 0 |
| Balance on 31.12.2018 | 1,794 | 1,360 |
| Additional provision in the period | 49 | 0 |
| Provision used | 0 | 0 |
| Balance on 30.09.2019 | 1,843 | 1,360 |
| Company | Personnel termination provision |
Provisions for other risk |
|---|---|---|
| Balance on 31.12.2017 | 1,143 | 1,300 |
| Additional provision in the period | 0 | 0 |
| Provision used | (25) | 0 |
| Balance on 31.12.2018 | 1,118 | 1,300 |
| Additional provision in the period | 26 | 0 |
| Provision used | 0 | 0 |
| Balance on 30.09.2019 | 1,144 | 1,300 |
By taking provisions, the Group and the Company are trying to protect themselves against potential future risks.
All liabilities are short term and, therefore, no discounting on the date of the financial statements is required. The breakdown of suppliers and other liabilities are shown in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Suppliers | 2,351 | 2,425 | 1,290 | 1,510 |
| Suppliers (intra-Group) | 0 | 0 | 0 | 3 |
| Checks payable | 79 | 77 | 6 | 5 |
| Hellenic Capital Market Commission Fee (1) | 326 | 425 | 124 | 153 |
| Tax on stock sales 0.20% (2) | 2,331 | 2,124 | 0 | 0 |
| Dividends payable | 35 | 30 | 35 | 30 |
| Accrued third party services (3) | 256 | 507 | 104 | 260 |
| Employee remuneration payable (Christmas bonus – bonus) |
710 | 41 | 350 | 22 |
| Share capital return to shareholders (4) | 120 | 101 | 120 | 101 |
| Tax on salaried services | 168 | 262 | 99 | 146 |
| Tax on external associates | 1 | 1 | 0 | 0 |
| VAT-Other taxes | 251 | 273 | 152 | 185 |
| Various creditors | 190 | 39 | 140 | (7) |
| Total | 6,818 | 6,305 | 2,420 | 2,408 |
The obligations to social security organizations for the Group include contributions to [social security organizations] IKA, TSMEDE (now EFKA), as well as a provision for the Occupational Insurance Fund that is being set up. In the nine months of 2019 the amount was €843 thousand compared to €984 thousand on 31.12.2018. For the Company, the corresponding amounts were €746 thousand in the nine months of 2019 compared to €780 thousand on 31.12.2018.
Nondeductible expenses mainly include provisions, various expenses as well as amounts which the Company considers as not justifiable production expenses in a potential tax audit and which are adjusted by management when the income tax is calculated.
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| Tax liabilities | Group | Company | ||
|---|---|---|---|---|
| 30.09.2019 | 31.12.2018 | 30.09.2019 | 31.12.2018 | |
| Liabilities 31.12 | (374) | (168) | (295) | (464) |
| Income tax expense | 2,608 | 1,572 | 540 | 543 |
| Taxes paid | (871) | (1,778) | (211) | (374) |
| Liabilities / (claims) (note 2.32) | 1,363 | (374) | 34 | (295) |
The amount of €1,363 thousand shown as Group income tax claim on 30.09.2019 breaks down as follows: claim on ATHEXCSD - €1,255 thousand; ATHEXClear - €74 thousand and ATHEX (parent company) - €34 thousand.
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Income Tax | 2,609 | 1,093 | 541 | 275 |
| Deferred Tax | (208) | (9) | 13 | 80 |
| Income tax expense | 2,401 | 1,084 | 554 | 355 |
In accordance with article 23 of Law 4579/2018, the corporate income tax rate for fiscal year 2019 is reduced to 28% from 29% in 2018.
Reconciliation of the income tax with profits/losses before tax on the basis of the applicable ratios and the tax expense is as follows:
| Group | Company | |||
|---|---|---|---|---|
| Income tax | 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 |
| Profits before taxes | 8,291 | 3,373 | 4,960 | 1,873 |
| Income tax rate | 28% | 29% | 28% | 29% |
| Expected income tax expense | 2,321 | 978 | 1,389 | 543 |
| Tax effect of non-taxable income | 0 | 0 | (835) | (188) |
| Tax effect of non-deductible expenses | 80 | 106 | 0 | 0 |
| Income tax expense | 2,401 | 1,084 | 554 | 355 |
Non-taxable income refers mainly to dividend income from subsidiaries, which is eliminated on a consolidated basis. Thus the tax rate calculated on the accounting profits increases, since the corresponding taxable profits are larger. Furthermore, the resulting effective tax rate on the consolidated profits is larger than the nominal tax rate in effect because – during the current fiscal year- there are intra-Group transactions.
The losses from the bank bonds have a different accounting treatment in IFRS compared to tax accounting, and are the main reason for the creation of deferred tax.
For fiscal years 2011 to 2015, the Greek Sociétés Anonymes and Limited Liability Companies whose annual financial statements must be audited were required to obtain an "Annual Certificate", as provided for in §5 article 82 of Law 2238/1994 and article 65A Law 4174/2013, which is issued after a tax audit carried out by the same statutory auditor or audit firm that audits the annual financial statements. After completion of the tax audit, the statutory auditor or the audit firm issues to the company a "Tax Compliance Report" which is then submitted electronically to the Ministry of Finance.
Starting with fiscal year 2016, the issuance of an "Annual Certificate" is optional. The tax authorities reserve the right to carry out a tax audit within the established framework as defined in article 36 of Law 4174/2013.
The status of the tax audits for the companies of the Group, by fiscal year, is as follows:
| 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ATHEX to 30.06.2014 | x | x | x | x | x | x | x | 2015 | 2016 | 2017 | 2018 |
| ATHENS EXCHANGE (ATHEX) |
appeal | x | x | x | x | x | x | x | x | ||
| ATHEXCSD (former TSEC) |
x | x | x | x | x | x | x | x | x | x | x |
| ATHEXClear | x | x | x | x | x | x | x | x | x | x | x |
(x) Tax audit completed
(+) Tax audit in progress
ATHEX: (see below concerning the tax audit for fiscal years 2008-2010).
For fiscal year 2011 the companies of the Group have been audited by PricewaterhouseCoopers S.A., and for fiscal years 2012-2016 they have been audited by Ernst and Young S.A. and have received clean "Tax Compliance Reports" in accordance with the regulations in effect (article 82, §5 of Law 2238/1994 for fiscal years 2011-2013 and article 65A of Law 4174/2013 for fiscal years 2014-2015).
For fiscal year 2017 the tax audit was carried out by PricewaterhouseCoopers S.A. in accordance with article 65A of Law 4174/2013, and the relevant tax certificate was issued in October 2018. For fiscal year 2018 the tax audit was completed and the tax certificate was issued in October 2019.
On 30.9.2016, within the time limits of the law, the Company filed an administrative appeal in accordance with article 63 of Law 4174/2013 at the Dispute Settlement Directorate (DED) of the General Secretariat of Public Revenue (GGDE), against the findings of the tax audit, and at the same time paid 100% of the amount due i.e. €1,562 thousand, in order to avoid the accumulation, calculation and assessment of interest for the duration of the suspension of the sum due (article 53 §1 of law 4174/2013).
The DED finding, which was received on 15.2.2017, reduces the total amount by €579 thousand, to €983 thousand. This difference has already been offset with an equal amount of Company tax obligations by the appropriate tax office. The Company has further appealed (16.03.2017) to the Administrative Courts in order to reduce the tax and penalties assessed by the tax audit. The Company received a summons from the Administrative Court of Appeals and was present for the adjudication of the case on 6.3.2018. Decision 3901/2018 of the Administrative Court of Appeals of Athens refers the case to the Three member Administrative Court of First Instance of Athens. The case was heard and a decision is expected.
The value of transactions and the balances of the Group with related parties are analyzed in the following table:
| Group | Company | |||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | 30.09.2019 | 30.09.2018 | |
| Remuneration of executives and members of the BoD | 979 | 1,082 | 672 | 748 |
The intra-Group balances on 30.09.2019 and 31.12.2018, as well as the intra-Group transactions of the companies of the Group on 30.09.2019 and 30.09.2018 are shown below:
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| INTRA-GROUP BALANCES (in €) 30-09-2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | |||||||
| ATHEX | Claims | 0 | 442,232 | 0 | |||||
| Liabilities | 0 | 0 | 0 | ||||||
| ATHEXCSD | Claims | 0 | 0 | 5,762 | |||||
| Liabilities | 442,232 | 0 | 1,600 | ||||||
| ATHEXCLEAR | Claims | 0 | 1,600 | 0 | |||||
| Liabilities | 0 | 5,762 | 0 |
| INTRA-GROUP BALANCES (in €) 31-12-2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ATHEXCSD | ATHEXCLEAR | ||||||||
| ATHEX | Claims | 0 | 404,920 | 0 | |||||
| Liabilities | 0 | 3,069 | 0 | ||||||
| ATHEXCSD | Claims | 3,069 | 0 | 20,047 | |||||
| Liabilities | 404,920 | 0 | 1,611 | ||||||
| ATHEXCLEAR | Claims | 0 | 1,611 | 0 | |||||
| Liabilities | 0 | 20,047 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 30-09-2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||||||
| ATHEX | Revenue | 0 | 286,595 | 83,067 | ||||
| Expenses | 0 | 235,773 | 0 | |||||
| Dividend Income | 0 | 3,210,400 | 0 | |||||
| ATHEXCSD | Revenue | 235,773 | 0 | 4,463,775 | ||||
| Expenses | 286,595 | 0 | 21,944 | |||||
| ATHEXCLEAR | Revenue | 0 | 21,944 | 0 | ||||
| Expenses | 83,067 | 4,463,775 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 30-09-2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||||||
| ATHEX | Revenue | 0 | 321,162 | 82,367 | ||||
| Expenses | 0 | 232,215 | 0 | |||||
| Dividend Income | 0 | 802,600 | 0 | |||||
| ATHEXCSD | Revenue | 232,215 | 0 | 3,892,611 | ||||
| Expenses | 321,162 | 0 | 12,185 | |||||
| ATHEXCLEAR | Revenue | 0 | 12,185 | 0 | ||||
| Expenses | 82,367 | 3,892,611 | 0 |
Intra-Group transactions concern: the annual fee for trade settlement (art. 1 decision 1 on fees), settlement instructions (art. 1 decision 1 on fees), support services (accounting, security, administrative services etc.), IT services, as well as PC support services, which are invoiced at prices comparative to those between third parties.
For the affiliated company Hellenic Energy Exchange, the table of claims and revenue for the nine months of 2019 follows below; there were no amounts in the corresponding period in 2018.
| Claims (in €) | 30.09.2019 |
|---|---|
| ΑΤΗΕΧ | 178,833 |
| ATHEXCSD | 183,664 |
| ATHEXClear | 27,900 |
| Revenue (in €) | 30.09.2019 |
|---|---|
| ΑΤΗΕΧ | 143,699 |
| ATHEXCSD | 204,769 |
| ATHEXClear | 22,500 |
The BoD of the Athens Exchange proposed the distribution of €0.05 per share, i.e. a payout of €3,017,400, as dividend from the earnings of fiscal year 2018, as well as the return of capital to shareholders of €0.11 per share, i.e. a payout of €6,638,280. The proposals of the BoD for the distribution of dividend and the return of capital were approved by shareholders at the 18th Annual General Meeting on 30.5.2019.
The net after tax earnings of the Group for the nine months of 2019 were €6,140 thousand or €0.10 per share, while after including other comprehensive income, earnings were €7,263 thousand or €0.12 per share. The number of shares outstanding of the Company is 60,348,000.
The "Hellenic Energy Exchange" (HenEx) has begun operating. It is one of the core pillars of the target-model of the European Union, with the aim of creating a single European energy market.
In 2020 the Energy Exchange will begin operating with the start of the four new energy markets which will replace the mandatory pool model that is in effect today. This is foreseen by the "road map" for implementing the Target Model that has been set up by the responsible bodies, which received the "green light" by the representatives of the Institutions at the recent negotiations.
On 18.06.2018 decision 9828/18-18.06.2018 by the Deputy Chief of the Athens Central Region (ΑΔΑ 62Α27Λ7- ΤΣΒ) was registered at the General Electronic Commercial Registry (GEMI) (registration number 1405724).
The Tax Registration Number of the Hellenic Energy Exchange is 801001623 and its offices are on 110 Athinon Ave, 10442 Athens, and are leased from ATHEXCSD.
The share capital of HenEx, in the amount of €5,000,000 divided into 50,000 shares of €100 each was paid in full by 9.7.2018.
The Company (Athens Exchange – ATHEX) paid up its participation in the amount of €1,050,000, obtaining 21% of the share capital.
The shareholders with their stakes in the share capital of HenEx in accordance with the Articles of Association are shown below:
NINE MONTH 2019 INTERIM FINANCIAL STATEMENTS
| Value (€) | Shares | Stake | |
|---|---|---|---|
| LAGIE [Operator of Electricity Market] | 1,100,000 | 11,000 | 22% |
| ADMIE [Independent Power Transmission Operator – IPTO] | 1,000,000 | 10,000 | 20% |
| DESFA [Hellenic Gas Transmission System Operator] | 350,000 | 3,500 | 7% |
| Athens Exchange | 1,050,000 | 10,500 | 21% |
| European Bank for Reconstruction and Development (EBRD) | 1,000,000 | 10,000 | 20% |
| Cyprus Stock Exchange | 500,000 | 5,000 | 10% |
| Total | 5,000,000 | 50,000 | 100% |
HEnEx published the Annual Financial Report of 31.12.2018, reporting net earnings of €101,504.39 (note 2.47). The Annual General Meeting of HEnEx shareholders decided not to distribute a dividend for fiscal year 2018.
The Athens Stock Exchange decided to participate as a technical, operational and business services provider for Boursa Kuwait by forming a consortium with the largest possible participation from the qualified Local Companies to proceed to the final bidding process, organized by the Capital Markets Authority (CMA) of Kuwait, with regard to the privatization process of Boursa Kuwait.
On February 14th 2019, the Consortium comprising of Athens Stock Exchange (ATHEX), as the qualified international operator and a wide group of leading listed, financial groups in Kuwait, namely Arzan Financial Group (ARZAN), First Investment Company (FIC) and National Investments Company (NIC), were awarded the bid, by way of a closed bidding process organized by the CMA, for a 44% equity stake in Boursa Kuwait, the only market operator and one of the leading stock exchanges in the Gulf area.
The Consortium offered 0.237 Kuwaiti dinar (€0.69) per share for the stake purchase. A 6% stake is owned by the Public Institution For Social Security (PIFSS), while the remaining 50% will be sold to the public through an IPO process. The resulting ATHEX's participation in Boursa Kuwait's equity stake is ca. 0.779%, amounting to an investment of €1.03 million, as shown in the table below:
| 14.2.2019 winning financial bid |
Investment | |||
|---|---|---|---|---|
| Participation | Shares | (0.237 KWD / share) | (€) | |
| ATHEX | 0.779% | 1,490,000 | 353,130.00 | 1,030,254.41 |
| National Investment Co | 14.407% | 27,548,200 | 6,528,923.40 | 19,048,090.21 |
| First Investment Co | 14.407% | 27,548,200 | 6,528,923.40 | 19,048,090.21 |
| Arzan Financial Group | 14.407% | 27,548,200 | 6,528,923.40 | 19,048,090.21 |
| Total (Consortium) | 44.000% | 84,134,600 | 19,939,900.20 | 58,174,525.03 |
| Remaining | 6.000% | 11,472,900 | 2,719,077.30 | 7,932,889.78 |
| Capital Markets Authority | 50.000% | 95,607,500 | 22,658,977.50 | 66,107,414.81 |
| Total | 100.000% | 191,215,000 | 45,317,955.000 | 132,214,829.62 |
The initially agreed upon time frame for providing services to Boursa Kuwait may be extended due to the unrest taking place in the area.
Revenue from participations refers to the 21% participation of the Company in the Hellenic Energy Exchange (HenEx) (note 2.45 and 2.31). In particular, HenEx reported net after tax earnings of €101,504 for the fiscal year that ended on 31.12.2018.
The internal value of the participation of the Company in HenEx increased in proportion to its participation in the share capital of HenEx (€101,504 x 21% = €21,316).
The current members of the Boards of Directors of the companies of the ATHEX Group are listed in the following tables.
The composition of the Board of Directors that was elected by the Annual General Meeting of the Company on 30.05.2019, with a four year term of office, is the following:
| HELLENIC EXCHANGES - ATHENS STOCK EXHANGE S.A. HOLDING | |
|---|---|
| Name | Position |
| George Handjinicolaou | Chairman, non-executive member |
| Alexios Pilavios | Vice Chairman, non-executive member |
| Socrates Lazaridis | Chief Executive Officer, executive member |
| Alexandros Antonopoulos | Independent non-executive member |
| Konstantinos Vassiliou | Non-executive member |
| Giorgos Doukidis | Independent non-executive member |
| Ioannis Emiris | Non-executive member |
| Polyxeni Kazoli | Independent non-executive member |
| Sofia Kounenaki – Efraimoglou | Independent non-executive member |
| Ioannis Kyriakopoulos | Non-executive member |
| Adamantini Lazari | Independent non-executive member |
| Spyridoula Papagiannidou | Independent non-executive member |
| Nikolaos Chryssochoidis | Non-executive member |
The composition of the Boards of Directors of the subsidiaries is the following:
| ATHENS EXCHANGE CLEARING HOUSE S.A | |||
|---|---|---|---|
| Name | Position | ||
| Alexios Pilavios | Chairman, non-executive member | ||
| Gikas Manalis | Vice Chairman, non-executive member | ||
| Socrates Lazaridis | Chief Executive Officer, Executive member | ||
| Andreas Mitafidis | Independent non-executive member | ||
| Nikolaos Pimplis | Executive member | ||
| Charalambos Saxinis | Independent non-executive member | ||
| Dionysios Christopoulos | Independent non-executive member |
| Name | Position |
|---|---|
| George Handjinicolaou | Chairman, non-executive member |
| Adamantini Lazari | Vice Chairman, independent non-executive member |
| Socrates Lazaridis | Chief Executive Officer |
| Polyxeni Kazoli | Independent non-executive member |
| Theano Karpodini | Independent non-executive member |
| Spyridoula Papagiannidou | Independent non-executive member |
| Nikolaos Pimplis | Executive member |
(*) Following the decision of the General Meeting of shareholders on 12.08.2019, a new Board of Directors was elected with a three-year term of office.
The Group is involved in legal proceedings with employees, members of the Athens Exchange, listed companies as well as with third parties. The management of the Group and its legal counsel estimate that the outcome of these cases will not have a significant effect on the financial position or the results of the operation of the Group and the Company.
In order to reduce client receivables, the Group takes all legal courses of action provided by the law and the Regulations. In this context, out-of-court complaints and lawsuits have been submitted, which will be judged by the courts. A significant part of the receivables is estimated to be recoverable by the companies of the Group.
An Alternative Performance Measure (APM) is an adjusted financial measurement of past or future financial performance, financial position or cash flows that is different from the financial measurement defined in the applicable financial reporting framework. In other words an APM on the one hand is not exclusively based on financial statement standards, and on the other it provides material supplementary information, excluding items that may potentially differentiate from the operating results or the cash flows.
Transactions with a non-operational or non-cash valuation that have a significant effect in the Statement of Comprehensive Income are considered items that affect the adjustment of the indices to APMs. These, nonrecurring in most cases, items may arise among others from:
APMs must always be taken into consideration in conjunction with the financial results that have been drafted based on IFRS, and in no instance should they be considered as replacing them. The Athens Exchange Group used APMs for the first time in fiscal year 2016, in order to better reflect the financial and operational performance related to the activity of the Group as such in the fiscal year in question, as well as the previous comparable period.
The definition, analysis and calculation basis of the APMs used by the Group is presented below.
In accordance with the financial statements for the nine months of 2019, the only item that affects the adjustment of the indices used by the Group in order to calculate APMs is the valuation of the shares of a bank listed on the Exchange that it possesses, which is recorded in Other Comprehensive Income.
| in € thousand | 01.01- | 01.01- |
|---|---|---|
| 30.09.2019 | 30.09.2018 | |
| Statement of Comprehensive Income | ||
| Other Comprehensive Income | 0 | 0 |
| Share valuation | 1,123 | (560) |
| Total | 1,123 | (560) |
| Grand total | 1,123 | (560) |
The indices which are not differentiated due to the lack of adjustment items are:
| Earnings Before Interest, Taxes, | items affecting the | ||||
|---|---|---|---|---|---|
| 1. | EBITDA | = | Depreciation & Amortization | - | adjustment |
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| EBITDA | 11,162 | 5,584 | 100% |
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| EBIT | 8,053 | 3,021 | 167% |
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| EBT | 8,291 | 3,373 | 146% |
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| EΑT | 5,890 | 2,289 | 157% |
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| Cash flows after investment activities | 6,270 | (463) | (1454)% |
| 6. | Return on Investment (ROI) % |
Earnings Before Taxes + Interest & related expenses – items affecting the adjustment |
||
|---|---|---|---|---|
| = | Total liabilities (reduced by third party cash & cash equivalents) + average interest bearing liabilities during the year |
x 100 | ||
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| Return on Investment (ROI) | 59% | 26% | 127% |
7. Adjusted Return on Equity (ROE), % = Earnings After Taxes – items affecting the adjustment x 100
Total Equity (average)
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % | |
|---|---|---|---|---|
| Return on Equity | 6.49% | 1.53% | 323% |
8. Degree of Financial Self-Sufficiency = Total Equity – items affecting the adjustment x 100
Total Balance sheet – third party cash assets
| € thousand | 01.01- 30.09.2019 |
01.01- 30.09.2018 |
Deviation % |
|---|---|---|---|
| Degree of Financial Self-Sufficiency | 90% | 90% | 0% |
The only APM out of those used by the Group that is affected during the nine months of 2019 is:
| Net Earnings attributable to the owners of the parent Company | ||||
|---|---|---|---|---|
| – items affecting the adjustment | ||||
| 9. | Adjusted EPS | = | x 100 |
Average number of shares during the period
| € thousand | 01.01- | 01.01- | ||
|---|---|---|---|---|
| 30.09.2019 | 30.09.2018 | Deviation % | ||
| EPS | 0.056 | 0.045 | 24% | |
| Other comprehensive income | 7,013 | 1,729 | 306% | |
| Share valuation | (1,123) | 560 | 0% | |
| Net adjusted other comprehensive income | 5,890 | 2,289 | 157% | |
| Average number of shares during the period | 60,348,000 | 60,348,000 | 0% | |
| Adjusted EPS | 0.098 | 0.038 | 158% | |
| Deviation % | 75% | (16)% |
Athens Stock Exchange and Bank Audi SAL participated in the competitive bid process that was organized by the Lebanese Capital Markets Authority - CMA for the Establishment of a new Exchange (Electronic Trading Platform – ETP) in Lebanon, by forming a Consortium in which ATHEX contributed with its know-how as an International Operator and as Systems and Services provider and Bank Audi with its experience and leading position as a financial institution operating in Lebanon, and the wider Middle East and North Africa region.
Following a selection process where 3 bids were submitted at this RFP, the CMA awarded through a letter to the Bank Audi-ATHEX Consortium the establishment of the new Exchange. The Consortium will contribute \$20 million to the ETP's share capital. ATHEX's related participation is expected to reach \$1 million.
The active involvement of ATHEX in the new Lebanese Exchange is part of the Group's strategy to leverage its trading and post-trading technical and business know-how and systems in running successfully the Common Platform concept, with Cyprus Stock Exchange (CSE) since 2006, in providing systems and services to the Hellenic National Natural Gas System Operator (DESFA) since 2017, in designing and supporting solutions for third parties in the financial industry, in setting up to provide systems and services to the Hellenic Energy Exchange (ENEX) (since 2018) and its recent involvement in the privatization of Boursa Kuwait (2019).
As a next step, ATHEX along with Bank Audi will closely cooperate with the CMA to implement an effective capital market which will appeal to local and international investors and contribute to the growth of the Lebanese Capital Markets.
The initially agreed-upon time frame to participate and begin offering services may be extended due to the unrest in Lebanon.
There is no event that has a significant effect in the results of the Company and the Group which has taken place or was completed after 30.09.2019, the date of the nine month 2019 interim financial statements and up until the approval of the nine month financial statements by the Board of Directors of the Company on 25.11.2019.
Athens, 25 November 2019
____________________________
THE CHAIRMAN OF THE BoD
GEORGE HANDJINICOLAOU ____________________________
THE CHIEF EXECUTIVE OFFICER SOCRATES LAZARIDIS ____________________________
THE CHIEF FINANCIAL OFFICER VASILIS GOVARIS ____________________________
THE DIRECTOR OF FINANCIAL MANAGEMENT
CHRISTOS MAYOGLOU ____________________________
THE DEPUTY DIRECTOR OF FINANCIAL CONTROL, BUDGETING & INVESTOR RELATIONS
CHARALAMBOS ANTONATOS
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