Interim / Quarterly Report • Jul 27, 2017
Interim / Quarterly Report
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Interim Report H1 2017
Warsaw, 27 July 2017
| I. | SELECTED MARKET DATA 3 |
|---|---|
| II. | SELECTED FINANCIAL DATA6 |
| III. | INFORMATION ABOUT THE GPW GROUP9 |
| 1. INFORMATION ABOUT THE GROUP 9 1.1. Background information about the Group 9 1.2. Organisation of the Group and the effect of changes in its structure 10 1.3. Ownership 10 2. MAIN RISKS AND THREATS RELATED TO THE REMAINING MONTHS OF 2017 12 Risk factors related to the sector of the Group's business activity 12 Risk factors related to geopolitics and the global economic conditions 12 Risk factors relating to laws and regulations 12 Risk factors related to the business activity of the Group 14 |
|
| IV. | FINANCIAL POSITION AND ASSETS 16 |
| 1. SUMMARY OF RESULTS 16 2. PRESENTATION OF THE FINANCIALS 19 REVENUE 19 FINANCIAL MARKET 22 COMMODITY MARKET 26 OPERATING EXPENSES 29 FINANCIAL INCOME AND EXPENSES 33 SHARE OF PROFIT OF ASSOCIATES 34 INCOME TAX 35 |
|
| V. | ATYPICAL FACTORS AND EVENTS 36 |
| VI. | GROUP'S ASSETS AND LIABILITIES STRUCTURE38 |
| ASSETS 38 EQUITY AND LIABILITIES 38 CASH FLOWS 40 CAPITAL EXPENDITURE 41 |
|
| VII. | RATIO ANALYSIS42 |
| VIII. SEASONALITY AND CYCLICALITY OF OPERATIONS 44 | |
| IX. | OTHER INFORMATION45 |
| X. | APPENDICES 48 |
| Condensed Consolidated Interim Financial Statements for the six-month period ended 30 June 2017 and the auditor's audit report 48 Condensed Separate Interim Financial Statements for the six-month period ended 30 June 2017 and the auditor's review report 48 |
Capitalisation of domestic companies
4 1 4 9 5 5 6 7 5 8 0 10 20 30 40 50 60 70 2Q2016 3Q2016 4Q2016 1Q2017 2Q2017 equities (PLN bn)
Session turnover on the Main Market
Number of new listings - Main Market transfers from NewConnect new companies on the Main Market
0.40 0.02 0.64 0.11 2.23 0.0 0.5 1.0 1.5 2.0 2.5 -Main Market and NewConnect (PLN bn)
Value of primary offerings
2Q2016 3Q2016 4Q2016 1Q2017 2Q2017
1 All trading value and volume statistics presented in this Report are single-counted, unless indicated otherwise.
2 Including offerings of dual-listed companies
3 UniCredit S.p.A. completed a PLN 55.9 billion SPO in Q1 2017.
Turnover volume - futures contracts (mn contracts)
Number of new listings - NewConnect
Catalyst - value of listed non-treasury bond issues (PLN bn)
Number of companies - NewConnect
Turnover volume - electricity (spot + forward; TWh)
Turnover volume - gas (spot + forward; TWh)
Volume of redeemed certificates of origin of electricity from RES (TWh)
Volume of issued certificates of origin of electricity from RES (TWh)
Sales revenue (PLN mn)
Operating expenses (PLN mn)
EBITDA (PLN mn)
Net profit margin and EBITDA margin
| Six-month period ended 30 June | |||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| PLN'000 | EUR'000 [1] | ||||
| Sales revenue | 178,669 | 155,492 | 41,839 | 35,612 | |
| Financial market | 108,294 | 87,459 | 25,359 | 20,031 | |
| Trading | 74,812 | 54,891 | 17,519 | 12,572 | |
| Listing | 12,412 | 12,000 | 2,907 | 2,748 | |
| Information services | 21,070 | 20,568 | 4,934 | 4,711 | |
| Commodity market | 69,714 | 67,045 | 16,325 | 15,355 | |
| Trading | 33,223 | 30,756 | 7,780 | 7,044 | |
| Register of certificates of origin | 16,897 | 15,751 | 3,957 | 3,607 | |
| Clearing | 19,594 | 20,538 | 4,588 | 4,704 | |
| Other revenue | 661 | 988 | 155 | 226 | |
| Operating expenses | 84,280 | 84,148 | 19,736 | 19,272 | |
| Other income | 361 | 552 | 85 | 126 | |
| Other expenses | 5,282 | 610 | 1,237 | 140 | |
| Operating profit | 89,468 | 71,286 | 20,951 | 16,326 | |
| Financial income | 2,932 | 7,209 | 686 | 1,651 | |
| Financial expenses | 10,048 | 5,909 | 2,353 | 1,353 | |
| Share of profit of associates | 4,540 | (14) | 1,063 | (3) | |
| Profit before income tax | 86,892 | 72,572 | 20,347 | 16,621 | |
| Income tax expense | 17,200 | 13,938 | 4,028 | 3,192 | |
| Profit for the period | 69,692 | 58,634 | 16,320 | 13,429 | |
| Basic / Diluted earnings per share[2] (PLN, EUR) |
1.66 | 1.40 | 0.39 | 0.32 | |
| EBITDA[3] | 102,885 | 84,197 | 24,093 | 19,283 |
[1] Based on average quarterly EUR/PLN exchange rate published by the National Bank of Poland (1 EUR = 4.2704 PLN in H1 2017 and 1 EUR = 4.3663 PLN in H1 2016).
[2] Based on total net profit
[3] EBITDA = operating profit + depreciation and amortisation
Note: For some items, the sum of the amounts in the columns or lines of the tables presented in this Report may not be exactly equal to the sum presented for such columns or lines. Some percentages presented in the tables in this Report have also been rounded off and the sums in such tables may not be exactly equal to 100%. Percentage changes between comparable periods were calculated on the basis of the original amounts (not rounded off).
| As at | |||||
|---|---|---|---|---|---|
| 30 June 2017 |
31 December 2016 |
30 June 2017 |
31 December 2016 |
||
| PLN'000 | EUR'000 [1] | ||||
| Non-current assets | 597,220 | 597,287 | 141,304 | 135,011 | |
| Property, plant and equipment | 113,777 | 119,130 | 26,920 | 26,928 | |
| Intangible assets | 271,380 | 273,815 | 64,209 | 61,893 | |
| Investment in associates | 201,590 | 197,231 | 47,697 | 44,582 | |
| Deferred tax assets | 3,349 | 1,809 | 792 | 409 | |
| Available-for-sale financial assets | 278 | 288 | 66 | 65 | |
| Prepayments | 6,846 | 5,014 | 1,620 | 1,133 | |
| Current assets | 615,476 | 560,561 | 145,623 | 126,709 | |
| Corporate income tax receivable | 71 | 428 | 17 | 97 | |
| Trade and other receivables | 89,069 | 113,262 | 21,074 | 25,602 | |
| Cash and cash equivalents | 526,283 | 446,814 | 124,520 | 100,998 | |
| Other current assets | 53 | 57 | 13 | 13 | |
| TOTAL ASSETS | 1,212,696 | 1,157,848 | 286,927 | 261,720 | |
| Equity attributable to the shareholders of the parent entity |
724,056 | 744,727 | 171,313 | 168,338 | |
| Non-controlling interests | 535 | 525 | 127 | 119 | |
| Non-current liabilities | 258,780 | 143,422 | 61,228 | 32,419 | |
| Current liabilities | 229,325 | 269,174 | 54,259 | 60,844 | |
| TOTAL EQUITY AND LIABILITIES | 1,212,696 | 1,157,848 | 286,927 | 261,720 |
[1] Based on the average EUR/PLN exchange rate of the National Bank of Poland as at 30.06.2017 r. (1 EUR = 4.2265 PLN) and 31.12.2016 r. (1 EUR = 4.4240 PLN).
Source: Condensed Consolidated Interim Financial Statements, Company
The parent entity of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("the Group", "the GPW Group") is Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna ("the Warsaw Stock Exchange", "the Exchange", "GPW", "the Company" or "the parent entity") with its registered office in Warsaw, ul. Książęca 4.
The Warsaw Stock Exchange is a leading financial instruments exchange in Emerging Markets Europe (EME)4 and Central and Eastern Europe (CEE)5 . The markets operated by GPW list stocks and bonds of more than a thousand local and international issuers. The Exchange also offers trade in derivatives and structured products, as well as information services. Its 25 years of experience, high safety of trading, operational excellence and a broad range of products make GPW one of the most recognised Polish financial institutions in the world.
The GPW Group conducts activity in the following segments:
operating a commodity exchange;
operating an OTC commodity platform;
| Name and legal status: | Giełda Papierów Wartościowych w Warszawie Spółka |
|---|---|
| Akcyjna | |
|---|---|
| Abbreviated name: | Giełda Papierów Wartościowych w Warszawie S.A. |
| Registered office and address: |
ul. Książęca 4, 00-498 Warszawa, Poland |
| Telephone number: | +48 (22) 628 32 32 |
| Telefax number: | +48 (22) 628 17 54, +48 (22) 537 77 90 |
| Website: | www.gpw.pl |
| E-mail: | [email protected] |
| KRS (registry number): | 0000082312 |
| REGON (statistical number): | 012021984 |
| NIP (tax identification number): |
526-02-50-972 |
4 EME – Emerging Markets Europe: Czech Republic, Greece, Hungary, Poland, Russia, Turkey.
5 CEE – Central and Eastern Europe: Czech Republic, Hungary, Poland, Austria, Bulgaria, Romania, Slovakia, Slovenia.
As at 30 June 2017, the parent entity and four consolidated subsidiaries comprised the Giełda Papierów Wartościowych w Warszawie S.A. Group. GPW held shares in three associates.
The subsidiaries are consolidated using full consolidation as of the date of taking control while the associates are consolidated using equity accounting.
GPW holds 19.98% of InfoStrefa S.A. (formerly Instytut Rynku Kapitałowego WSE Research S.A.), 10% of the Ukrainian stock exchange INNEX PJSC and 1.3% of the Romanian stock exchange S.C. SIBEX – Sibiu Stock Exchange S.A. GPW has a permanent representative in London.
The Group does not hold any branches or establishments.
As at the date of publication of this Report, the share capital of the Warsaw Stock Exchange was divided into 41,972,000 shares including 14,779,470 Series A preferred registered shares (one share gives two votes) and 27,192,530 Series B ordinary bearer shares.
As at the date of publication of this Report, according to the Company's best knowledge, the State Treasury holds 14,688,470 Series A preferred registered shares, which represent 35.00% of total shares and give 29,376,940 votes, which represents 51.76% of the total vote. The total number of votes from Series A and B shares is 56,751,470.
According to the Company's best knowledge, as at the date of publication of this Report, no shareholders other than the State Treasury held directly or indirectly at least 5% of the total vote in the parent entity. The ownership structure of material blocks of shares (i.e., more than 5%) did not change since the publication of the previous periodic report.
The table below presents GPW shares and allotment certificates held by the Company's and the Group's supervising and managing persons.
Table 3: GPW shares, allotment certificates and bonds held by the Company's and the Group's managing and supervising persons as at the date of publication of this Report
| Number of shares held |
Number of allotment certificates held |
Number of bonds held |
|
|---|---|---|---|
| Exchange Management Board | |||
| Michał Cieciórski | - | - | - |
| Jacek Fotek | - | - | - |
| Dariusz Kułakowski | 25 | - | - |
| Exchange Supervisory Board | |||
| Wojciech Nagel | - | - | - |
| Jakub Modrzejewski | - | - | - |
| Krzysztof Kaczmarczyk | - | - | - |
| Bogusław Bartczak | - | - | - |
| Filip Paszke | - | - | - |
| Piotr Prażmo | - | - | - |
| Eugeniusz Szumiejko | - | - | - |
Source: Company
As at 30 June 2017, there were 25 shares held by the Company's and the Group's managing and supervising persons, all of which were held by GPW Management Board Member Dariusz Kułakowski.
The operation of the Warsaw Stock Exchange and the GPW Group companies is exposed to external risks related to the market conditions, the legal and regulatory environment, as well as internal risks related to operating activities.
The risk factors presented below may impact the operation of GPW in the remaining months of 2017, however the order in which they are presented does not reflect their relative importance for the Group.
The Group faces competition from other exchanges and alternative trading platforms; their entry to the Polish market may adversely impact the activity of the Group and its subsidiaries, their financial position and results of operations
The global exchange industry is strongly competitive. In the European Union, competition in the trade and post-trade sectors is amplified by legal amendments designed to harmonise legislation of the EU member states and integrate their financial markets. The GPW Group may face competition of multilateral trading facilities (MTF) and other venues of exchange and OTC trade. Their activity on the Polish market could take away part of the trading volumes handled by the platforms operated by the Group and exert additional pressures on the level of transaction fees.
Adverse developments affecting the global economy may negatively affect the Group's business, financial condition and results of operations
The Group's business depends on conditions on the global financial markets. Economic trends in the global economy, especially in Europe and the USA, as well as the geopolitical situation in neighbouring countries impact investors' perception of risks and their activity on financial and commodity markets. As global investors evaluate geographic regions from the perspective of potential investment, their perception of Poland and GPW may decline in spite of a relatively stronger macroeconomic situation compared to other countries of the region. Less active trading by international investors on the markets operated by the GPW Group could make the markets less attractive to other market participants.
The Polish tax system is not stable. Tax regulations are frequently amended, often to the disadvantage of taxpayers. The interpretations of regulations also change frequently. Such changes may impose higher tax rates, introduce new specific legal instruments, extend the scope of taxation, and even impose new levies. Tax changes may result from the mandatory implementation of new solutions under EU law following the adoption of new or amended tax regulations. Frequent amendments of corporate tax regulations and different interpretations of tax regulations issued by different tax authorities may have an adverse impact on the GPW Group and affect its business and financial position.
There can be no guarantee that certain amendments of the Value Added Tax (VAT) Act effective as of 1 July 2017, including the list of exempted services, will be neutral to the financial position and results.
The GPW Group operates in a highly regulated industry and regulatory changes may have an adverse effect on the Group's business, financial position and results of operations
The GPW Group companies operate primarily in Poland but they must comply with both national law and EU legislation. The legal system and regulatory environment can be subject to significant unanticipated changes and Polish laws and regulations may be subject to conflicting official interpretations. The capital market and the commodity market are widely subject to government regulation and increasingly strict supervision. Regulatory change may affect GPW and its subsidiaries as well as existing and prospective customers of the GPW Group's services.
The European exchange industry including the Company will be largely impacted by MiFID II and its implementing regulations
MiFID II will take effect in January 2018 following transposition to national law and enactment of implementing regulations. MiFID II modifies the detailed requirements for the provision of investment services, the organisational requirements for investment firms and trading systems, providers of market data services, and access rights of supervision authorities.
There can be no guarantee that the cost to the Company in the implementation and application of MiFID II will have no material adverse impact on the activity of the Group, its financial position and results.
Amendment of regulations reducing the activity of open-ended pension funds or replacing them with other collective investment undertakings which are less active as investors, and reducing or eliminating cash flows from and to open-ended pension funds, could reduce or eliminate their investment activity on GPW
Open-ended pension funds are an important group of participants in the markets operated by the Group. As at the end of 2016, open-ended pension funds generated ca. 5% of trade in shares on the GPW Main Market and held shares representing 20.9% of the capitalisation of domestic companies and 43.0% of shares traded on the Main Market (among shareholders holding less than 5% of the shares of a public company or classified as financial investors). They could also augment the risk of a large surplus of shares listed on GPW and curb the interest of other investors in such shares.
As a consequence, this could cause a significant decrease of trade in financial instruments including shares on GPW, a reduction of the number and value of issues of shares and bonds admitted and introduced to trading on GPW, and consequently a reduction of the Group's revenue and profit.
In July 2016, the Government published a proposal of a further reform of the pension system involving the nationalisation of a part of savings in open-ended pension funds and a transfer of 25% of liquid assets (cash, foreign stocks, bonds) to a Demographic Reserve Fund. The remaining 75% of the assets (Polish stocks) would remain in open-ended pension funds, which would eventually be transformed into investment funds. The final reform framework is still under development but the changes are expected to take effect in early 2018.
Amendments of Polish energy laws concerning the obligation of selling electricity and natural gas on the public market could have an adverse impact on the business of the Polish Power Exchange, its financial position and results of operations
The Energy Law requires energy companies which generate electricity to sell at least 15% of electricity produced within a year among others on commodity exchanges. Energy companies trading in gas fuels are required to sell at least 55% of high-methane natural gas introduced to the transmission grid within the year on an exchange. Amendments to or cancellation of these requirements could reduce the activity of certain participants of the Polish Power Exchange, restrict the liquidity of trade in electricity and natural gas and the attractiveness of the commodity market for other participants.
Furthermore, the Energy Law requires energy companies which generate electricity and are entitled to compensation (to cover stranded costs) for early termination of long-term power and
electricity contracts6 to sell the remaining amount of generated electricity (not covered by the 15 percent obligation) in a way that ensures equal public access to energy in an open tender on a market organised by the operator of a regulated market in Poland or on commodity exchanges. The number of entities subject to the obligation decreases with time, which could reduce their activity on the Polish Power Exchange, the liquidity of trade in electricity, and the attractiveness of the commodity market for other participants.
The Renewable Energy Sources Act of 20 February 2015 implements a new support scheme for the production of energy from renewable energy sources (RES) based on auctions, effective as of 2016. The existing system of green certificates of origin will expire on or before 31 December 2035. The support scheme may be phased out even earlier as certificates of origin are available within 15 years after the first day of power generation in an installation (confirmed with an issued certificate of origin). For RES installations which were the first to produce energy eligible for green certificates of origin (in 2005), the period of 15 years under the Act will expire in 2020, after which the existing support scheme will be gradually phased out over the years. Furthermore, the Act allows market players eligible for support under certificates of origin to move to the auction system earlier than after 15 years. Consequently, some of them may move to the auction system early (before 2020), which could affect the results of the TGE Group.
Furthermore, the Renewable Energy Sources Act limits the group of entities eligible for support under green certificates (by excluding large hydropower installations over 5 MW) and imposes restrictions on the issuance of certificates of origin for multi-fuel combustion plants.
These modifications and other provisions of the Renewable Energy Sources Act of 20 February 2015 and its implementing regulations could affect the activity of participants of the Property Rights Market and the Register of Certificates of Origin operated by the Polish Power Exchange and thus affect the results of the TGE Group.
The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts largely extended the list of entities required to finance supervision (by adding, among others, banks, insurers, investment funds, public companies, brokerage houses and foreign investment firms) and changed the amount of contributions of entities. As a result, the cost of fees paid by the GPW Group was reduced significantly to PLN 9.1 million in 2016, compared to PLN 22.0 million in 2015. However, there is a risk of gradual increase of the cost in the coming years.
Furthermore, following an amendment of regulations governing fees paid to cover the cost of supervision of the capital market (as of January 2016) and in view of the provisions of an interpretation of the International Financial Reporting Interpretations Committee (IFRIC 21), the GPW Group has decided to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Until the end of 2015, GPW recognised 1/12 of the annual fee due to PFSA in each month of the year. According to IFRIC 21, an entity recognises a liability for fees due to PFSA at the date of the obligating event. The obligating event is the fact of carrying out a business subject to fees due to PFSA as at 1 January of each year. Consequently, the estimated amount of the annual fees due to PFSA will be charged to the accounts of the GPW Group of the first quarter of each year.
However, the amount of the liability is not yet known at the time when it is recognised and charged because the Chairperson of the Polish Financial Supervision Authority publishes the rates and the
6 Pursuant to the Act of 29 June 2007 on the terms of coverage of the cost of producers incurred due to early termination of long-term power and electricity contracts.
indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.
Consequently, the final amount of the fees due to the Polish Financial Supervision Authority may differ from the amount estimated by the GPW Group companies at the time of recognition.
The changes to the model of financing supervision on the Polish capital market resulted in a reduction of exchange fees as of the beginning of 2016 in order to offset the cost of supervision paid by other market participants as of 2016. The market could exert more pressures to reduce the exchange fees even further, which could reduce the revenue of the Group and have an adverse impact on the financial position of the Group and its financial results.
The Group acting through its subsidiary GPW Benchmark expanded its services as of 30 June 2017 following the take-over of the function of organiser of WIBID and WIBOR reference rate fixings from the Financial Markets Association ACI Polska and the functions of the calculation agent previously performed by Thomson Reuters. The Group will apply for authorisation as an administrator within the meaning of Regulation 2016/2011. In the opinion of the Company, the foregoing will not require material costs, and all the costs related to the take-over of the function of organiser and harmonisation with the requirements of Regulation 2016/2011 will be financed with the Group's own funds and contributions of participating banks paid under applicable agreements. There is a potential risk that the supervisory authority may refuse to issue the authorisation as an administrator.
Potential disputes or reservations concerning the performance of the functions of fixing organiser by a Group company could have an adverse impact on its perception by market participants and on its reputation, and entail third-party liability of the Group. Once the status of administrator is granted in connection with the application of Regulation 2016/2011 as of the beginning of 2018, any breach of the administrator's obligations could lead to civil, administrative or criminal liability.
The GPW Group generated EBITDA7 of PLN 102.9 million in H1 2017, an increase of PLN 18.7 million compared to PLN 84.2 million in H1 2016.
The GPW Group generated an operating profit of PLN 89.5 million compared to PLN 71.3 million in H1 2016. The increase of the operating profit by PLN 18.2 million year on year was mainly a result of higher revenue from the financial market (an increase of PLN 20.8 million) and higher revenue from the commodity market (an increase of PLN 2.7 million). It should be noted that the increase of the revenue from the financial market was mainly driven by an increase of revenue from trading in equities and equity-related instruments.
The net profit of the Group stood at PLN 69.7 million in H1 2017, an increase of 18.9% (PLN 11.1 million) compared to the net profit of the Group at PLN 58.6 million in H1 2016.
GPW's EBITDA stood at PLN 56.5 million in H1 2017, an increase of PLN 18.6 million compared to PLN 37.9 million in H1 2016.
GPW generated a separate operating profit of PLN 46.7 million in H1 2017 compared to PLN 28.0 million in H1 2016.
GPW's operating profit increased year on year in H1 2017 as a result of higher revenues, which increased by PLN 21.2 million or 25.5% year on year. Furthermore, operating expenses stood at PLN 54.0 million in H1 2017, a decrease of PLN 0.8 million or 1.5% year on year.
GPW's net profit was PLN 36.4 million in H1 2017 compared to PLN 23.7 million in H1 2016. The increase of the net profit year on year in H1 2017 was driven mainly by an increase of the revenue, which grew 25.5%.
TGE's EBITDA stood at PLN 31.3 million in H1 2017 compared to PLN 30.2 million in H1 2016. Its operating profit was PLN 28.9 million in H1 2017 compared to PLN 28.1 million in H1 2016. The increase of the operating profit was driven by an increase of revenue by PLN 3.0 million while operating expenses increased by PLN 1.5 million. The net profit stood at PLN 38.6 million in H1 2017 compared to PLN 23.0 million in H1 2016. The increase of the net profit in H1 2017 was driven by higher financial income at PLN 20.4 million owing to a dividend paid by the subsidiary IRGiT.
IRGiT's EBITDA stood at PLN 13.9 million in H1 2017 compared to PLN 15.8 million in H1 2016. Its operating profit was PLN 13.0 million in H1 2017 compared to PLN 15.5 million in H1 2016. The decrease of the operating profit in H1 2017 was driven by a decrease of revenue by PLN 0.7 million and an increase of operating expenses by PLN 1.6 million. The net profit stood at PLN 10.8 million in H1 2017 compared to PLN 13.1 million in H1 2016.
BondSpot's EBITDA stood at PLN 2.1 million in H1 2017 compared to PLN 0.7 million in H1 2016. Its operating profit was PLN 1.8 million in H1 2017 compared to PLN 0.3 million in H1 2016. Its net profit stood at PLN 1.5 million in H1 2017 compared to PLN 0.3 million in H1 2016.
Detailed information on changes in revenues and expenses is presented in the sections below.
7 Operating profit before depreciation and amortisation.
Table 4: Statement of comprehensive income of GPW Group in 2016 and 2017 by quarter and semiannually.
| 2017 | 2016 | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|---|
| PLN'000 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | H1 | H1 |
| Sales revenue | 87,635 | 91,034 | 81,712 | 73,658 | 74,461 | 81,031 | 178,669 | 155,492 |
| Financial market | 52,586 | 55,708 | 49,803 | 46,763 | 42,971 | 44,488 | 108,294 | 87,459 |
| Trading | 35,966 | 38,846 | 33,247 | 30,941 | 26,561 | 28,330 | 74,812 | 54,891 |
| Listing | 6,065 | 6,347 | 6,140 | 5,790 | 6,129 | 5,871 | 12,412 | 12,000 |
| Information services | 10,555 | 10,515 | 10,416 | 10,032 | 10,281 | 10,287 | 21,070 | 20,568 |
| Commodity market | 34,684 | 35,030 | 31,240 | 26,642 | 30,923 | 36,122 | 69,714 | 67,045 |
| Trading | 17,643 | 15,580 | 16,494 | 13,607 | 14,119 | 16,637 | 33,223 | 30,756 |
| Register of certificates of origin | 7,783 | 9,114 | 3,664 | 5,492 | 7,797 | 7,954 | 16,897 | 15,751 |
| Clearing | 9,258 | 10,336 | 11,082 | 7,543 | 9,007 | 11,531 | 19,594 | 20,538 |
| Other revenue | 365 | 296 | 669 | 253 | 567 | 421 | 661 | 988 |
| Operating expenses | 37,765 | 46,515 | 37,736 | 28,271 | 38,026 | 46,122 | 84,280 | 84,148 |
| Depreciation and amortisation | 7,024 | 6,393 | 6,085 | 6,797 | 6,541 | 6,370 | 13,417 | 12,911 |
| Salaries | 11,897 | 12,506 | 11,835 | 9,060 | 15,128 | 13,837 | 24,403 | 28,965 |
| Other employee costs | 3,002 | 3,142 | 2,770 | 2,574 | 2,764 | 3,192 | 6,144 | 5,956 |
| Rent and maintenance fees | 2,613 | 2,607 | 2,549 | 2,425 | 2,250 | 2,220 | 5,220 | 4,470 |
| Fees and charges | 229 | 11,615 | (11) | (2,123) | 501 | 11,642 | 11,844 | 12,143 |
| incl. PFSA fees | - | 11,357 | 45 | (2,140) | 3 | 11,213 | 11,357 | 11,216 |
| External service charges | 11,650 | 9,014 | 13,178 | 8,395 | 9,456 | 7,558 | 20,664 | 17,014 |
| Other operating expenses | 1,350 | 1,238 | 1,329 | 1,143 | 1,386 | 1,303 | 2,588 | 2,689 |
| Other income | 31 | 330 | 979 | 205 | 204 | 348 | 361 | 552 |
| Other expenses | 868 | 4,414 | 3,583 | 360 | 46 | 564 | 5,282 | 610 |
| Operating profit | 49,033 | 40,435 | 41,372 | 45,232 | 36,593 | 34,693 | 89,468 | 71,286 |
| Financial income | 1,538 | 1,394 | 2,311 | 3,430 | 5,246 | 1,963 | 2,932 | 7,209 |
| Financial expenses | 2,497 | 7,551 | 3,199 | 2,971 | 2,928 | 2,981 | 10,048 | 5,909 |
| Share of profit of associates | 3,045 | 1,495 | 1,236 | 2,296 | 1,354 | (1,368) | 4,540 | (14) |
| Profit before income tax | 51,119 | 35,773 | 41,720 | 47,987 | 40,265 | 32,307 | 86,892 | 72,572 |
| Income tax expense | 9,173 | 8,027 | 8,750 | 8,457 | 7,147 | 6,791 | 17,200 | 13,938 |
| Profit for the period | 41,946 | 27,746 | 32,970 | 39,530 | 33,118 | 25,516 | 69,692 | 58,634 |
Source: Condensed Consolidated Interim Financial Statements, Company
| 2017 2016 |
|||||||
|---|---|---|---|---|---|---|---|
| PLN'000 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
| Non-current assets | 597,220 | 597,334 | 597,287 | 584,694 | 579,574 | 577,028 | |
| Property, plant and equipment | 113,777 | 116,716 | 119,130 | 119,554 | 121,539 | 122,252 | |
| Intangible assets | 271,380 | 272,490 | 273,815 | 262,401 | 258,057 | 259,870 | |
| Investment in associates | 201,590 | 198,577 | 197,231 | 196,025 | 191,412 | 187,221 | |
| Deferred tax assets | 3,349 | 3,261 | 1,809 | 1,749 | 3,041 | 2,947 | |
| Available-for-sale financial assets | 278 | 278 | 288 | 288 | 290 | 285 | |
| Non-current prepayments | 6,846 | 6,012 | 5,014 | 4,677 | 5,235 | 4,453 | |
| Current assets | 615,476 | 592,548 | 560,561 | 524,879 | 602,030 | 583,701 | |
| Inventories | 53 | 60 | 57 | 67 | 73 | 71 | |
| Corporate income tax receivable | 71 | 559 | 428 | 300 | 234 | 490 | |
| Trade and other receivables | 89,069 | 165,243 | 113,262 | 100,579 | 99,965 | 99,202 | |
| Cash and cash equivalents | 526,283 | 426,686 | 446,814 | 423,933 | 501,758 | 483,935 | |
| Total assets | 1,212,696 | 1,189,882 | 1,157,848 | 1,109,573 | 1,181,604 | 1,160,729 | |
| Equity | 724,591 | 772,849 | 745,252 | 712,325 | 672,818 | 738,734 | |
| Share capital | 63,865 | 63,865 | 63,865 | 63,865 | 63,865 | 63,865 | |
| Other reserves | 1,106 | 1,035 | 1,184 | 1,537 | 1,560 | 1,481 | |
| Retained earnings | 659,085 | 707,399 | 679,678 | 646,411 | 606,896 | 672,835 | |
| Non-controlling interests | 535 | 550 | 525 | 512 | 497 | 553 | |
| Non-current liabilities | 258,780 | 258,516 | 143,422 | 137,504 | 137,632 | 134,571 | |
| Liabilities under bond issue | 243,378 | 243,281 | 123,459 | 123,733 | 123,669 | 123,606 | |
| Employee benefits payable | 1,838 | 2,274 | 1,832 | 2,254 | 4,686 | 4,400 | |
| Finance lease liabilities | - | 17 | 32 | 48 | 58 | 72 | |
| Accruals and deferred income | 6,064 | 6,132 | 6,200 | - | - | - | |
| Deferred income tax liability | 5,276 | 4,588 | 9,675 | 9,245 | 6,995 | 6,493 | |
| Other liabilities | 2,224 | 2,224 | 2,224 | 2,224 | 2,224 | - | |
| Current liabilities | 229,325 | 158,517 | 269,174 | 259,744 | 371,154 | 287,424 | |
| Liabilities under bond issue | 1,896 | 2,069 | 122,882 | 123,002 | 121,047 | 122,881 | |
| Trade payables | 3,496 | 6,199 | 6,387 | 2,841 | 6,288 | 6,182 | |
| Employee benefits payable | 8,060 | 5,812 | 8,114 | 8,872 | 10,379 | 7,246 | |
| Finance lease liabilities | 64 | 62 | 62 | 61 | 55 | 55 | |
| Corporate income tax payable | 7,597 | 13,188 | 16,154 | 11,911 | 10,920 | 9,058 | |
| Credits and loans | 59,958 | 59,798 | - | - | - | - | |
| Accruals and deferred income | 37,194 | 41,722 | 7,144 | 11,630 | 31,021 | 38,966 | |
| Provisions for other liabilities and charges | 318 | 317 | 333 | 179 | 649 | 649 | |
| Other current liabilities | 110,742 | 29,350 | 108,098 | 101,248 | 190,795 | 102,387 | |
| Total equity and liabilities | 1,212,696 | 1,189,882 | 1,157,848 | 1,109,573 | 1,181,604 | 1,160,729 |
Source: Condensed Consolidated Interim Financial Statements, Company
The Group has three revenue-generating segments:
Revenues from the financial market include revenues from:
Trading revenue includes fees paid by market participants in respect of:
Revenues from transactions in equities and equity-related securities are the Group's main source of trading revenues and its main source of sales revenues in general.
Revenues from transactions in derivative financial instruments are the second biggest source of trading revenues on the financial market after revenues from transactions in equities. Transactions in WIG20 index futures account for the majority of revenues from transactions in derivatives.
Revenues from other fees paid by market participants include mainly fees for services providing access to the trading system.
Revenues from transactions in debt instruments were the third largest source of trading revenues on the financial market in H1 2017. Revenues from transactions in debt instruments are generated by the Catalyst market as well as the Treasury BondSpot Poland market operated by BondSpot S.A., a subsidiary of GPW.
Revenues from transactions in other cash market instruments include fees for trading in structured products, investment certificates, warrants and ETF (Exchange Traded Fund) units.
Listing revenues include two elements:
Revenues from information services mainly include fees paid by data vendors for real-time market data as well as historical and statistical data. Real-time data fees include fixed annual fees and monthly fees based on the data vendor's number of subscribers and the scope of data feeds used by a subscriber.
Revenues of the Group in the commodity market segment include revenues of TGE and IRGiT as well as revenues of InfoEngine from its activity as a trade operator, the entity responsible for balancing, and the operation of the OTC commodity platform.
Revenue on the commodity market includes the following:
Trading revenue on the commodity market includes:
Other fees paid by market participants include TGE fees as well as revenues of InfoEngine as a trade operator, the entity responsible for balancing, and the operation of the OTC commodity platform.
Revenues of the sub-segment "clearing" include revenues of the company IRGiT, which clears and settles exchange transactions concluded on TGE, manages the resources of the clearing guarantee system and determines the amount of credits and debits of IRGiT members resulting from their transactions.
The Group's other revenues include revenues of GPW and the TGE Group, among others, from office space lease and promotion activities.
The Group's sales revenues amounted to PLN 178.7 million in H1 2017, an increase of 14.9% (PLN 23.2 million) compared to PLN 155.5 million in H1 2016.
The increase in sales revenues year on year in H1 2017 was driven by an increase in revenues from the financial market segment by PLN 20.8 million or 23.8%, mainly from transactions in equities and equity-related instruments. Listing revenue also increased by PLN 0.4 million or 3.4%, while the revenue from information services increased by PLN 0.5 million or 2.4%. The revenues from the commodity market also increased by PLN 2.7 million or 4.0% year on year. The increase of the revenue from the commodity market was mainly driven by an increase of the revenue from trade in property rights by PLN 3.2 million or 19.3% year on year in H1 2017, an increase of the revenue from other fees paid by market participants by PLN 1.2 million or 29.5%, as well as an increase of the revenue from the operation of the register of certificates of origin by PLN 1.1 million or 7.3%. The revenue from spot transactions in gas also increased. Other revenues from the commodity market decreased year on year in H1 2017.
The revenue of TGE stood at PLN 48.8 million in H1 2017 compared to PLN 45.8 million in H1 2016, representing an increase of PLN 3.0 million or 6.6% year on year in H1 2017. The revenue of IRGiT was PLN 21.2 million in H1 2017, a decrease of PLN 0.7 million or 3.4% year on year. The revenue of BondSpot increased and stood at PLN 6.7 million in H1 2017 compared to PLN 5.4 million in H1 2016.
The revenue of the GPW Group by segment is presented below.
| Six - month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||||
|---|---|---|---|---|---|---|
| PLN'000, % | 30 June 2017 |
% | 30 June 2016 |
% | v s H1 2016) |
v s H1 2016) |
| Financial market | 108,294 | 61% | 87,459 | 56% | 20,835 | 23.8% |
| Trading revenue | 74,812 | 42% | 54,891 | 35% | 19,921 | 36.3% |
| Equities and equity-related instruments | 57,985 | 32% | 40,189 | 26% | 17,796 | 44.3% |
| Derivative instruments | 6,589 | 4% | 6,182 | 4% | 407 | 6.6% |
| Other fees paid by market participants | 3,835 | 2% | 3,330 | 2% | 505 | 15.2% |
| Debt instruments | 6,192 | 3% | 4,988 | 3% | 1,204 | 24.1% |
| Other cash instruments | 211 | 0% | 202 | 0% | 9 | 4.5% |
| Listing revenue | 12,412 | 7% | 12,000 | 8% | 412 | 3.4% |
| Listing fees | 10,101 | 6% | 10,053 | 6% | 48 | 0.5% |
| Introduction fees, other fees | 2,311 | 1% | 1,947 | 1% | 364 | 18.7% |
| Information services | 21,070 | 12% | 20,568 | 13% | 502 | 2.4% |
| Real-time information | 19,521 | 11% | 19,193 | 12% | 328 | 1.7% |
| Indices and historical and statistical information |
1,549 | 1% | 1,375 | 1% | 174 | 12.7% |
| Commodity market | 69,714 | 39% | 67,045 | 43% | 2,669 | 4.0% |
| Trading revenue | 33,223 | 19% | 30,756 | 20% | 2,467 | 8.0% |
| Electricity | 3,826 | 2% | 5,341 | 3% | (1,515) | -28.4% |
| Spot | 1,379 | 1% | 1,542 | 1% | (163) | -10.6% |
| Forward | 2,447 | 1% | 3,799 | 2% | (1,352) | -35.6% |
| Gas | 4,391 | 2% | 4,800 | 3% | (409) | -8.5% |
| Spot | 1,496 | 1% | 1,335 | 1% | 161 | 12.1% |
| Forward | 2,895 | 2% | 3,465 | 2% | (570) | -16.5% |
| Property rights in certificates of origin | 19,798 | 11% | 16,593 | 11% | 3,205 | 19.3% |
| Other fees paid by market participants | 5,208 | 3% | 4,022 | 3% | 1,186 | 29.5% |
| Register of certificates of origin | 16,897 | 9% | 15,751 | 10% | 1,146 | 7.3% |
| Clearing | 19,594 | 11% | 20,538 | 13% | (944) | -4.6% |
| Other revenue * | 661 | 0% | 988 | 1% | (327) | -33.1% |
| Total | 178,669 | 100% | 155,492 | 100% | 23,177 | 14.9% |
* Other revenues include the financial market and the commodity market.
Source: Condensed Consolidated Interim Financial Statements, Company
The Group earns revenue both from domestic and foreign clients. The table below presents revenue by geographic segment.
Table 7: Consolidated revenues of the Group by geographical segment in the six-month periods ended 30 June 2017 and 30 June 2016
| Six - month period ended | Change | Change (%) | ||||
|---|---|---|---|---|---|---|
| PLN'000, % | 30 June 2017 | % | 30 June 2016 | % | (H1 2017 v s H1 2016) |
(H1 2017 v s H1 2016) |
| Revenue from foreign customers | 42,203 | 24% | 34,583 | 22% | 7,620 | 22.0% |
| Revenue from local customers | 136,466 | 76% | 120,909 | 78% | 15,557 | 12.9% |
| Total | 178,669 | 100% | 155,492 | 100% | 23,177 | 14.9% |
Source: Condensed Consolidated Interim Financial Statements, Company
The revenues of the Group from trading on the financial market stood at PLN 74.8 million in H1 2017 compared to PLN 54.9 million in H1 2016.
Revenues from trading in equities and equity-related instruments amounted to PLN 58.0 million in H1 2017 and increased at the highest rate of 44.3% year on year compared to PLN 40.2 million in H1 2016.
The increase of the revenues from trading in equities was driven by an increase of the value of trade on the Main Market. The value of trade increased by 56.9% year on year (including an increase of trade on the electronic order book by 46.5% and a 3.5-fold increase of the value of block trades).
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||
|---|---|---|---|---|
| 30 June 2017 | 30 June 2016 | v s H1 2016) |
v s H1 2016) |
|
| Financial market, trading revenue: equities and equity-related instruments (PLN million) |
58.0 | 40.2 | 17.8 | 44.3% |
| Main Market: | ||||
| Value of trading (PLN billion) | 140.9 | 89.8 | 51.1 | 56.9% |
| Volume of trading (billions of shares) | 8.0 | 7.2 | 0.8 | 11.5% |
| NewConnect: | ||||
| Value of trading (PLN billion) | 0.9 | 0.7 | 0.2 | 24.6% |
| Volume of trading (billions of shares) | 1.6 | 1.8 | (0.2) | -12.2% |
Source: Condensed Consolidated Interim Financial Statements, Company
Revenues of the Group from transactions in derivatives on the financial market amounted to PLN 6.6 million in H1 2017 compared to PLN 6.2 million in H1 2016, representing an increase of PLN 0.4 million or 6.6%.
The total volume of trade in derivatives increased by 7.4% year on year in H1 2017. The volume of trade in WIG20 futures, which account for the major part of the revenues from transactions in derivatives, increased by 4.3% year on year in H1 2017.
Table 9: Data for the derivatives market
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||
|---|---|---|---|---|
| 30 June 2017 30 June 2016 |
v s H1 2016) |
v s H1 2016) |
||
| Financial market, trading revenue: derivatives (PLN million) |
6.6 | 6.2 | 0.4 | 6.6% |
| Volume of trading in derivatives (millions of contracts): | 4.2 | 3.9 | 0.3 | 7.4% |
| incl.: Volume of trading in WIG20 futures (millions of contracts) |
2.5 | 2.4 | 0.1 | 4.3% |
Source: Condensed Consolidated Interim Financial Statements, Company
Revenues of the Group from other fees paid by market participants stood at PLN 3.8 million in H1 2017 compared to PLN 3.3 million in H1 2016, representing an increase of PLN 0.5 million or 15.2%. The fees mainly include fees for access to the trading system (among others, licence fees, connection fees and maintenance fees) as well as fees for use of the system.
Revenues of the Group from transactions in debt instruments stood at PLN 6.2 million in H1 2017 compared to PLN 5.0 million in H1 2016. The majority of the Group's revenues from the debt instruments segment is generated by Treasury BondSpot Poland (TBSP).
The year-on-year increase of the revenues on TBSP in H1 2017 was driven by changes to the TBSP market price list effective as of 1 January 2017 as well as an increase in the value of trade on TBS Poland in H1 2017.
The value of trade in Polish Treasury securities on TBSP was PLN 260.9 billion in H1 2017, an increase of 48.2% year on year. The increase of the value of trade was mainly driven by conditional transactions. Conditional transactions stood at PLN 149.9 billion in H1 2017, an increase of 176.4% year on year. Cash transactions stood at PLN 111.0 billion, a decrease of 8.9% year on year). The sharp increase of the value of conditional transactions (sell/buy back, repo) was driven by high liquidity in the Polish banking sector as well as more stable activity of banks in the market segment following a sharp drop in the value of transactions when banks were reducing their balance sheets after the new tax on certain financial institutions took effect in February 2016.
The value of trading on Catalyst decreased (by 25.7%) year on year in H1 2017. Revenues from Catalyst have a small share in the Group's total revenues from transactions in debt instruments.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
|||
|---|---|---|---|---|---|
| 30 June 2017 |
30 June 2016 |
v s H1 2016) |
v s H1 2016) |
||
| Financial market, trading revenue: debt instruments (PLN million) |
6.2 | 5.0 | 1.2 | 24.1% | |
| Catalyst: | |||||
| Value of trading (PLN billion) | 1.3 | 1.8 | (0.5) | -25.7% | |
| incl.: Value of trading in non-Treasury instruments (PLN billion) |
0.8 | 1.4 | (0.6) | -41.0% | |
| Treasury BondSpot Poland, value of trading: | |||||
| Conditional transactions (PLN billion) | 149.9 | 54.2 | 95.7 | 176.4% | |
| Cash transactions (PLN billion) | 111.0 | 121.8 | (10.9) | -8.9% |
Source: Condensed Consolidated Interim Financial Statements, Company
Revenues from transactions in other cash market instruments were stable at PLN 0.2 million in H1 2017. The revenues include fees for trading in structured products, investment certificates, and ETF units.
Listing revenues on the financial market amounted to PLN 12.4 million in H1 2017 compared to PLN 12.0 million in H1 2016.
Revenues from listing fees were stable year on year and amounted to PLN 10.1 million in H1 2017. The main driver of revenues from listing fees is the number of issuers listed on the GPW markets and their capitalisation at the year's end.
Revenues from fees for introduction and other fees amounted to PLN 2.3 million in H1 2017 compared to PLN 1.9 million in H1 2016. The revenues are driven mainly by the number and value of new listings of shares and bonds on the GPW markets. The value of IPOs and SPOs increased significantly year on year in H1 2017.
Listing revenues on the GPW Main Market increased by 3.0% year on year in H1 2017. The table below presents the key financial and operating figures.
| Six-month period ended | Change | Change (%) | ||
|---|---|---|---|---|
| 30 June 2017 | 30 June 2016 | (H1 2017 v s H1 2016) |
(H1 2017 v s H1 2016) |
|
| Main Market | ||||
| Listing revenue (PLN million) | 10.2 | 9.9 | 0.3 | 3.0% |
| Total capitalisation of listed companies (PLN billion) | 1,316.5 | 913.1 | 403.4 | 44.2% |
| including: Capitalisation of listed domestic companies | 645.0 | 496.1 | 148.9 | 30.0% |
| including: Capitalisation of listed foreign companies | 671.5 | 417.0 | 254.5 | 61.0% |
| Total number of listed companies | 483 | 483 | - | 0.0% |
| including: Number of listed domestic companies | 432 | 430 | 2.0 | 0.5% |
| including: Number of listed foreign companies | 51 | 53 | (2.0) | -3.8% |
| Value of offerings (IPO and SPO) (PLN billion) * | 60.7 | 1.4 | 59.3 | 4244.9% |
| Number of new listings (in the period) | 6 | 9 | (3.0) | -33.3% |
| Capitalisation of new listings (PLN billion) | 5.3 | 2.7 | 2.6 | 98.0% |
| Number of delistings | 10 | 13 | (3.0) | -23.1% |
| Capitalisation of delistings** (PLN billion) | 4.1 | 2.6 | 1.5 | 55.5% |
* including SPO of UniCredit S.p.A. at PLN 55,9 billion in Q1 2017
** based on market capitalisation at the time of delisting
Listing revenues from NewConnect decreased by 5.8% year on year in H1 2017. The table below presents the key financial and operating figures.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||
|---|---|---|---|---|
| 30 June 2017 | 30 June 2016 | v s H1 2016) |
v s H1 2016) |
|
| NewConnect | ||||
| Listing revenue (PLN million) | 1.1 | 1.1 | (0.1) | -5.8% |
| Total capitalisation of listed companies (PLN billion) | 10.3 | 8.9 | 1.4 | 16.0% |
| including: Capitalisation of listed domestic companies | 9.9 | 8.6 | 1.3 | 15.7% |
| including: Capitalisation of listed foreign companies | 0.4 | 0.3 | 0.1 | 26.2% |
| Total number of listed companies | 404 | 413 | (9.0) | -2.2% |
| including: Number of listed domestic companies | 396 | 404 | (8.0) | -2.0% |
| including: Number of listed foreign companies | 8 | 9 | (1.0) | -11.1% |
| Value of offerings (IPO and SPO) (PLN billion) | 0.1 | 0.1 | (0.0) | -10.7% |
| Number of new listings (in the period) | 5 | 7 | (2.0) | -28.6% |
| Capitalisation of new listings (PLN billion) | 0.2 | 0.2 | (0.1) | -23.3% |
| Number of delistings* | 7 | 12 | (5.0) | -41.7% |
| Capitalisation of delistings** (PLN billion) | 0.6 | 0.5 | 0.1 | 17.0% |
** based on market capitalisation at the time of delisting * includes companies which transferred to the Main Market
Listing revenues from Catalyst stood at PLN 1.2 million in H1 2017 compared to PLN 1.0 million in H1 2016. The table below presents the key financial and operating figures.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
|||
|---|---|---|---|---|---|
| 30 June 2017 30 June 2016 |
v s H1 2016) |
v s H1 2016) |
|||
| Catalyst | |||||
| Listing revenue (PLN million) | 1.2 | 1.0 | 0.2 | 15.7% | |
| Number of issuers | 169 | 185 | (16) | -8.6% | |
| Number of issued instruments | 592 | 549 | 43 | 7.8% | |
| including: non-Treasury instruments | 551 | 511 | 40 | 7.8% | |
| Value of issued instruments (PLN billion) | 744.6 | 671.8 | 72.8 | 10.8% | |
| including: non-Treasury instruments | 83.3 | 75.5 | 7.8 | 10.3% |
Source: Company
Revenues from information services amounted to PLN 21.1 million in H1 2017 compared to PLN 20.6 million in H1 2016. The increase in revenue was driven by an increase of the number of subscribers.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
|||
|---|---|---|---|---|---|
| 30 June 2017 30 June 2016 | v s H1 2016) |
v s H1 2016) |
|||
| Revenues from information services (PLN million) | 21.1 | 20.6 | 0.5 | 2.4% | |
| Number of data vendors | 52 | 51 | 1 | 2.0% | |
| Number of subscribers ('000 subscribers) | 236.6 | 220.3 | 16.3 | 7.4% |
Source: Condensed Consolidated Interim Financial Statements, Company
Revenues on the commodity market include mainly the revenues of the TGE Group.
Revenues of the TGE Group are driven mainly by the volume of transactions in electricity, natural gas and property rights, the volume of certificates of origin issued and cancelled by members of the Register of Certificates of Origin, as well as revenues from clearing and settlement of transactions in exchange-traded commodities in the clearing sub-segment operated by IRGiT.
Revenues of the GPW Group on the commodity market stood at PLN 69.7 million in H1 2017 compared to PLN 67.0 million in H1 2016.
The year-on-year increase of revenues on the commodity market in H1 2017 was mainly driven by an increase in revenues from trade in property rights in certificates of origin, which stood at PLN 19.8 million compared to PLN 16.6 million in H1 2016, representing an increase of 19.3%. Revenues from other fees paid by market participants increased by 29.5% and revenues from the operation of the Register of Certificates of Origin increased by 7.3%. The revenue from transactions in electricity decreased by 28.4% and the revenue from transactions in gas decreased by 8.5% year on year in H1 2017. The revenue from clearing decreased by PLN 0.9 million or 4.6% year on year in H1 2017.
Revenues of the GPW Group from trading on the commodity market stood at PLN 33.2 million in H1 2017, including PLN 1.4 million of revenues from spot transactions in electricity, PLN 2.4 million of revenues from forward transactions in electricity, PLN 1.5 million of revenues from spot transactions in gas, PLN 2.9 million of revenues from forward transactions in gas, PLN 19.8 million of revenues from transactions in property rights in certificates of origin of electricity, and PLN 5.2 million of other fees paid by market participants. Revenues from trading increased by 8.0% or PLN 2.5 million year on year in H1 2017.
The Group's revenues from trade in electricity amounted to PLN 3.8 million in H1 2017 compared to PLN 5.3 million in H1 2016. The total volume of trading on the energy markets operated by TGE amounted to 46.9 TWh in H1 2017 compared to 66.4 TWh in H1 2016 following a decrease in the level of mandatory sales of electricity on the regulated market in the gradual phase-out of support for termination of long-term contracts.
The year-on-year decrease of the revenues from trade in electricity was driven by a lower volume of trade, especially forward transactions. The volume of forward transactions decreased by 34.8% year on year.
The Group's revenues from trade in gas amounted to PLN 4.4 million in H1 2017 compared to PLN 4.8 million in H1 2016. The volume of trade in natural gas on TGE was 54.3 TWh in H1 2017 compared to 59.2 TWh in H1 2016. The decrease of the total volume resulted from a decrease of the volume of forward transactions while the volume of spot transactions increased by 19.1% year on year.
The Group's revenue from the operation of trading in property rights stood at PLN 19.8 million in H1 2017 compared to PLN 16.6 million in H1 2016. The volume of trading in property rights stood at 34.3 TWh in H1 2017, an increase of 9.8% year on year. Changes in the revenue from trading in property rights are not directly proportionate to changes in the trading volumes due to different fees charged for different types of property rights.
Revenues of the Group from other fees paid by commodity market participants amounted to PLN 5.2 million in H1 2017 compared to PLN 4.0 million in H1 2016. Other fees paid by commodity market participants included fees paid by TGE market participants and revenues of InfoEngine from the activity of trade operator.
Other fees paid by market participants are driven mainly by revenues from fixed market participation fees, fees for cancellation of transactions, fees for position transfers, fees for trade reporting in the RRM (Registered Reporting Mechanism), fees for access to the system, and fees for management of the resources of the guarantee fund. Other fees paid by market participants depend mainly on the activity of IRGiT Members, in particular the number of transactions, the number of new clients of brokerage houses, and the number of new users accessing the clearing system.
| Six-month period ended | Change | Change (%) | ||
|---|---|---|---|---|
| 30 June 2017 | 30 June 2016 | (H1 2017 v s H1 2016) |
(H1 2017 v s H1 2016) |
|
| Commodity market - trading revenue (PLN million) | 33.2 | 30.8 | 2.5 | 8.0% |
| Volume of trading in electricity | ||||
| Spot transactions (TWh) | 12.9 | 14.2 | (1.4) | -9.5% |
| Forward transactions (TWh) | 34.0 | 52.1 | (18.1) | -34.8% |
| Volume of trading in gas | ||||
| Spot transactions (TWh) | 14.7 | 12.3 | 2.4 | 19.1% |
| Forward transactions (TWh) | 39.6 | 46.9 | (7.3) | -15.6% |
| Volume of trading in property rights (TGE) (TWh) | 34.3 | 31.2 | 3.1 | 9.8% |
Source: Condensed Consolidated Interim Financial Statements, Company
Revenues from the operation of the Register of Certificates of Origin amounted to PLN 16.9 million in H1 2017 compared to PLN 15.8 million in H1 2016. The year-on-year increase of the revenues was mainly driven by high revenues from cancellations of property rights, especially green certificates of origin, as well as an increase of issued property rights.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
|||
|---|---|---|---|---|---|
| 30 June 2017 30 June 2016 | v s H1 2016) |
v s H1 2016) |
|||
| Commodity market - revenue from operation of the Register of Certificates of Origin of electricity (PLN million) |
16.9 | 15.8 | 1.1 | 7.3% | |
| Issued property rights (TWh) | 29.9 | 26.2 | 3.7 | 14.0% | |
| Cancelled property rights (TWh) | 31.0 | 42.4 | (11.4) | -26.8% |
Source: Condensed Consolidated Interim Financial Statements, Company
The Group earns revenue from the clearing activities of IRGiT, which is a subsidiary of TGE. The revenue stood at PLN 19.6 million in H1 2017 compared to PLN 20.5 million in H1 2016. The revenue decreased by 4.6% or PLN 0.9 million year on year in H1 2017.
The Group's other revenues amounted to PLN 0.7 million in H1 2017 compared to PLN 1.0 million in H1 2016. The Group's other revenues include mainly revenues from office space lease and sponsorship.
The decrease in other revenues was mainly driven by lower revenues from lease and sponsorship.
The total operating expenses of the GPW Group amounted to PLN 84.3 million in H1 2017, representing a modest increase of PLN 0.1 million (0.2%) year on year. The year-on-year increase of operating expenses by PLN 132 thousand was driven by an increase of external service charges by 21.5% or PLN 3.6 million, an increase of rent and other maintenance fees by PLN 0.75 million, an increase of depreciation and amortisation charges by PLN 0.5 million, as well as a decrease of salaries by PLN 4.6 million or 15.8%.
Separate operating expenses of GPW amounted to PLN 54.0 million in H1 2017, representing a decrease of PLN 0.8 million (1.5%) year on year. The decrease of the operating expenses over that period was mainly driven by a decrease of salaries by 18.5% or PLN 3.2 million.
Operating expenses of TGE amounted to PLN 19.2 million in H1 2017 compared to PLN 17.7 million in H1 2016. The year-on-year increase of the operating expenses in H1 2017 was mainly driven by an increase of external service charges by 52.3% or PLN 1.9 million. Operating expenses of IRGiT stood at PLN 8.1 million in H1 2017 compared to PLN 6.5 million in H1 2016. The increase of its operating expenses was mainly driven by an increase of external service charges by PLN 0.7 million and an increase of depreciation and amortisation charges by PLN 0.6 million.
Operating expenses of BondSpot in the periods under review stood at PLN 4.9 million and PLN 5.1 million, respectively, representing a decrease of 4.4% or PLN 0.2 million.
Table 17: Consolidated operating expenses of the Group and structure of operating expenses in the sixmonth periods ended 30 June 2017 and 30 June 2016
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||||
|---|---|---|---|---|---|---|
| PLN'000, % | 30 June 2017 | % | 30 June 2016 | % | v s H1 2016) |
v s H1 2016) |
| Depreciation and amortisation | 13,417 | 16% | 12,911 | 15% | 506 | 3.9% |
| Salaries | 24,403 | 29% | 28,965 | 34% | (4,562) | -15.8% |
| Other employee costs | 6,144 | 7% | 5,956 | 7% | 188 | 3.2% |
| Rent and other maintenance fees | 5,220 | 6% | 4,470 | 5% | 750 | 16.8% |
| Fees and charges | 11,844 | 14% | 12,143 | 14% | (299) | -2.5% |
| including: PFSA fees | 11,357 | 13% | 11,216 | 13% | 141 | 1.3% |
| External service charges | 20,664 | 25% | 17,014 | 20% | 3,650 | 21.5% |
| Other operating expenses | 2,588 | 3% | 2,689 | 3% | (101) | -3.8% |
| Total | 84,280 | 100% | 84,148 | 100% | 132 | 0.2% |
Source: Condensed Consolidated Interim Financial Statements, Company
The modest increase of consolidated expenses year on year in H1 2017 was mainly driven by a decrease of salaries by 15.8% or PLN 4.6 million combined with an increase of external service charges by 21.5% or PLN 3.6 million. Furthermore, depreciation and amortisation, other employee costs, and rent and other maintenance fees also increased.
| Six-month period ended | Change | Change (%) | ||||
|---|---|---|---|---|---|---|
| PLN'000, % | 30 June 2017 | % | 30 June 2016 | (H1 2017 v s H1 2016) |
(H1 2017 v s H1 2016) |
|
| Depreciation and amortisation | 9,712 | 18% | 9,934 | 18% | (222) | -2.2% |
| Salaries | 14,012 | 26% | 17,184 | 31% | (3,172) | -18.5% |
| Other employee costs | 3,986 | 7% | 4,020 | 7% | (34) | -0.9% |
| Rent and other maintenance fees | 3,719 | 7% | 3,076 | 6% | 643 | 20.9% |
| Fees and charges | 6,622 | 12% | 6,984 | 13% | (362) | -5.2% |
| including: PFSA fees | 6,260 | 12% | 6,613 | 12% | (353) | -5.3% |
| External service charges | 13,995 | 26% | 11,780 | 21% | 2,215 | 18.8% |
| Other operating expenses | 1,985 | 4% | 1,899 | 3% | 86 | 4.5% |
| Total | 54,031 | 100% | 54,878 | 100% | (847) | -1.5% |
The comments below concerning operating expenses items are based on consolidated figures of the GPW Group.
Depreciation and amortisation charges stood at PLN 13.4 million in H1 2017 compared to PLN 12.9 million in H1 2016. The increase in depreciation and amortisation charges year on year in H1 2017 was driven by a decrease of depreciation and amortisation charges in GPW by PLN 0.2 million combined with an increase of depreciation and amortisation charges in TGE by PLN 0.2 million and an increase of depreciation and amortisation charges in IRGiT by PLN 0.6 million. The increase of depreciation and amortisation charges in IRGiT was driven by the implementation of a new clearing system in June 2016.
Salaries and other employee costs amounted to PLN 30.5 million in H1 2017 compared to PLN 34.9 million in H1 2016, representing a decrease of 12.5% or PLN 4.4 million.
The decrease of salaries and other employee costs in the GPW Group year on year in H1 2017 was driven by a decrease of costs of GPW by PLN 3.2 million, a decrease of costs of TGE by PLN 0.9 million, a decrease of costs of IRGiT and InfoEngine by PLN 0.1 million, a decrease of costs of IAiR by PLN 0.2 million, and an increase of costs of BondSpot by PLN 0.1 million.
The decrease of salaries in GPW year on year in H1 2017 was mainly driven by workforce restructuring in mid-2016, as well as the release of unused provisions against annual bonuses of the Management Board for 2016 at PLN 1.0 million in H1 2017. The decrease of salaries in TGE year on year in H1 2017 was driven by a lower number of FTEs. The increase of salaries in BondSpot in H1 2017 was driven by new provisions set up against bonuses of the Management Board for 2017; no such provisions were set up in 2016 by decision of the Company's Supervisory Board. The decrease of salaries in IRGiT, InfoEngine and IAiR was also driven by a modest reduction of FTEs year on year as at 30 June 2017.
The headcount of the Group was 314 FTEs as at 30 June 2017.
| As at | |||
|---|---|---|---|
| # FTEs | 30 June 2017 | 31 December 2016 |
30 June 2016 |
| GPW | 179 | 185 | 198 |
| Subsidiaries | 135 | 146 | 151 |
| Total | 314 | 331 | 349 |
Source: Company
Rent and other maintenance fees amounted to PLN 5.2 million in H1 2017 compared to PLN 4.5 million in H1 2016. The increase of the cost was driven by temporary higher rent paid by TGE, IRGiT, BondSpot and GPW due to the ongoing multi-faceted integration of the Group, including physical integration involving the relocation of the companies to GPW's head office.
Furthermore, GPW has leased additional space for its subsidiaries. The additional cost of rent paid by GPW is reinvoiced to the subsidiaries. The additional cost of the subsidiaries is temporary as they need to pay, over a short period of time, both the cost of previously leased and newly leased space. In the integration process, the GPW subsidiaries are taking over office space from GPW. The physical integration of the GPW Group will be completed in Q3 2017.
Fees and charges stood at PLN 11.8 million in H1 2017 compared to PLN 12.1 million in H1 2016. The main component of fees and charges are fees paid to the Polish Financial Supervision Authority (PFSA) for capital market supervision (PLN 11.4 million in H1 2017 compared to PLN 11.2 million in H1 2016). Following the change of the system of financing the cost of market supervision and of the range of entities participating in the financing as of the beginning of 2016, the full estimated amount of the annual PFSA fee is recognised early in the year.
The final PFSA fee calculated in 2016 was PLN 9.1 million in the GPW Group. The final PFSA fee for 2017 will be calculated at the turn of August to September 2017.
External service charges amounted to PLN 20.7 million in H1 2017 compared to PLN 17.0 million in H1 2016, representing an increase of 21.5% or PLN 3.6 million.
Table 20: Consolidated external service charges of the Group and structure of external service charges in the six-month periods ended 30 June 2017 and 30 June 2016
| Six-month period ended | Change | Change (%) | ||||
|---|---|---|---|---|---|---|
| PLN'000, % | 30 June 2017 |
% | 30 June 2016 | % | (H1 2017 v s H1 2016) |
(H1 2017 v s H1 2016) |
| IT cost: | 11,431 | 55% | 10,059 | 59% | 1,372 | 13.6% |
| IT infrastructure maintenance | 7,337 | 36% | 6,341 | 37% | 996 | 15.7% |
| TBSP maintenance service | 520 | 3% | 755 | 4% | (235) | -31.1% |
| Data transmission lines | 2,727 | 13% | 2,871 | 17% | (144) | -5.0% |
| Software modification | 847 | 4% | 92 | 1% | 755 | 820.7% |
| Office and office equipment maintenance: | 1,611 | 8% | 1,183 | 7% | 428 | 36.2% |
| Repair and maintenance of installations | 457 | 2% | 294 | 2% | 163 | 55.5% |
| Security | 676 | 3% | 428 | 3% | 248 | 58.0% |
| Cleaning | 286 | 1% | 240 | 1% | 46 | 19.3% |
| Phone and mobile phone services | 191 | 1% | 221 | 1% | (30) | -13.6% |
| International (energy) market services | 999 | 5% | - | - | 999 | - |
| Leasing, rental and maintenance of vehicles | 340 | 2% | 276 | 2% | 64 | 23.2% |
| Transportation services | 67 | 0% | 90 | 1% | (23) | -25.3% |
| Promotion, education, market development | 2,503 | 12% | 2,417 | 14% | 86 | 3.6% |
| Market liquidity support | 363 | 2% | 242 | 1% | 121 | 50.0% |
| Advisory (including: audit, legal services, business consulting) |
1,981 | 10% | 1,510 | 9% | 471 | 31.2% |
| Information services | 331 | 2% | 371 | 2% | (40) | -10.7% |
| Training | 222 | 1% | 242 | 1% | (20) | -8.3% |
| Mail fees | 56 | 0% | 41 | 0% | 15 | 36.5% |
| Bank fees | 61 | 0% | 74 | 0% | (13) | -17.6% |
| Translation | 205 | 1% | 147 | 1% | 58 | 39.5% |
| Other | 494 | 2% | 362 | 2% | 131 | 36.2% |
| Total | 20,664 | 100% | 17,014 100% | 3,650 | 21.5% |
Source: Condensed Consolidated Interim Financial Statements
The increase of external service charges year on year in H1 2017 was mainly driven by an increase of the following cost items:
1/ infrastructure maintenance – an increase of PLN 996 thousand driven by an increase of the cost in GPW by PLN 411 thousand with respect to maintenance of servers acquired in Q2 2016 as well as an increase of the cost in TGE by PLN 378 million;
2/ software modification – an increase of PLN 755 thousand, mainly driven by the cost of the next phase of MiFID II implementation in the trading system UTP;
3/ international market services – an increase of PLN 999 thousand in TGE due to its participation in international projects on the electricity market;
4/ advisory – increase of PLN 471 thousand, mainly driven by an increase of the cost of TGE in relations to outstanding VAT payments.
Other operating expenses amounted to PLN 2.6 million in H1 2017 compared to PLN 2.7 million in H1 2016, representing a decrease of 3.8% or PLN 0.1 million. Other operating expenses in H1 2017 included the cost of material and energy consumption at PLN 1.6 million (an increase of PLN 0.1 million year on year), industry organisation membership fees at PLN 0.3 million, insurance at PLN 0.2 million, business travel at PLN 0.4 million.
Other income of the Group amounted to PLN 0.4 million in H1 2017 compared to PLN 0.6 million in H1 2016. Other income includes damages received, gains on the sale of property, plant and equipment, reversal of the revaluation write-downs of receivables.
Other expenses of the Group amounted to PLN 5.3 million in H1 2017 compared to PLN 0.6 million in H1 2016. Other expenses include donations paid, losses on the sale of property, plant and equipment, revaluation write-downs of receivables, and provisions against damages. Donations stood at PLN 3,377 thousand in H1 2017, including GPW's donation of PLN 3.0 million to the Polish National Foundation, PLN 350 thousand to the GPW Foundation, PLN 25 thousand to the Foundation Wolność i Demokracja. In addition, expenses increased due to higher write-downs of receivables.
Financial income of the Group amounted to PLN 2.9 million in H1 2017 compared to PLN 7.2 million in H1 2016, representing a decrease of PLN 4.3 million. Financial income includes mainly interest on bank deposits, interest on loans granted, positive FX differences, and the revaluation of the investment in the affiliate Aquis following a capital increase. Income from interest on bank deposits and loans granted stood at PLN 2.8 million in H1 2017 and decreased (by PLN 0.5 million) year on year. The revaluation of the investment in Aquis in H1 2016 increased the income of the period by PLN 3.1 million. There was no revaluation of the investment in 2017.
GPW's associate Aquis Exchange Limited completed several new issues of shares and increased its capital in 2016 without the participation of GPW. As a result of the transactions, GPW's share in economic and voting rights decreased from 26.33% to 20.31% as at 31 December 2016. As a result of the issues, the net asset value of Aquis increased and GPW recognised gains at PLN 5.8 million shown under financial income in 2016.
Financial expenses of the Group amounted to PLN 10.0 million in H1 2017 compared to PLN 5.9 million in H1 2016, representing an increase of PLN 4.1 million.
The increase of expenses was due to the recognition of PLN 3.8 million of additional interest imposed by the tax authorities in relation to a VAT correction following the change of the existing tax policy of TGE services.
On 15 March 2017, TGE filed a correction of VAT returns and paid PLN 68.3 million of overdue taxes plus interest of PLN 10.7 million, i.e., PLN 79 million in total. Of that amount, interest cost of PLN 0.8 million was charged to costs in Q1 2017. To make the payment, TGE took a loan of PLN 60 million from Bank DNB Polska. The interest on the loan is equal to WIBOR 1M plus a margin of 1.4%. The loan is due for repayment by March 2018. GPW granted a loan of PLN 10 million on the same terms as the DNB Polska bank loan.
In April 2017, the Head of the Second Mazovian Tax Office called for the payment of PLN 3.8 million resulting from a correction of the interest rate used by TGE for tax liabilities of previous years. A reduced interest rate on overdue taxes is not available where the VAT correction results from an audit by a tax authority. TGE immediately paid the PLN 3.8 million. In the opinion of TGE, the correction and payment of VAT on 15 March 2017 together with interest was not a result of an audit by tax authorities. TGE filed an action against the tax authorities in order to have the overpaid taxes refunded, and lodged a complaint. In the opinion of TGE, the procedure before the tax authorities and a potential subsequent procedure before administrative courts could be long.
Furthermore, the increase of financial expenses was due to negative FX differences (PLN 0.96 million) and the cost of interest on the loan taken by TGE to pay VAT. The cost stood at PLN 0.5 million in H1 2017.
Net of the one-off cost of interest on overdue VAT in TGE, interest on GPW bonds was a major item of financial expenses in the GPW Group and stood at PLN 3.5 million in H1 2017 compared to PLN 3.8 million in H1 2016.
The series A and B bonds issued in December 2011 and February 2012 with a total nominal value of PLN 245.0 million were redeemed in full in Q1 2017 (on 2 January). The bonds were due for redemption on 2 January 2017. The bonds bore interest at a floating rate equal to WIBOR 6M + 1.17%, interest was paid semi-annually. The series A and B bonds were redeemed in part before maturity in 2015. On 6-12 October 2015, GPW bought back 1,245,163 bonds for a total price of PLN 126,010,495.60. The early redemption of the series A and B bonds was paid for with cash raised by GPW through the issue of series C bonds.
The series C bonds bear interest at a fixed rate of 3.19% p.a.
In view of the approaching maturity of the series A and B bonds, the GPW Management Board passed a resolution on 13 October 2016 to issue 1,200,000 bearer bonds with a nominal value of PLN 100 per bond and a total nominal value of PLN 120.0 million. The decision provided for the issue of two series of bonds: series D bonds with a total nominal value up to PLN 60 million and series E bonds with a total nominal value up to PLN 60 million. The bonds bear interest at a floating rate equal to WIBOR 6M plus a margin. The margin on series D and E bonds is 0.95%. The interest on the bonds is paid semi-annually. The series D and E bonds are due for redemption on 31 January 2022.
The issue of series D and E bonds started in 2016 but the bonds were registered in January 2017. Therefore, liabilities under the series D and E bonds were recognised on the books in January 2017.
The interest rate on the series D and E bonds was 2.76% both in the first interest period (January 2017) and in the second interest period (31.01.2017 – 31.07.2017).
The series D and E bonds were introduced to trading on the regulated market Catalyst operated by GPW and in the alternative trading system Catalyst operated by BondSpot.
The Group's share of profit of associates stood at PLN 4.5 million in H1 2017 compared to a loss of PLN 14 thousand in H1 2016.
The Group's share of the KDPW Group profit was PLN 5.5 million in H1 2017 compared to PLN 2.4 million in H1 2016.
The share in the net profit of Centrum Giełdowe was PLN 0.6 million in H1 2017 compared to PLN 0.1 million in H1 2016. The volatility of the profit of Centrum Giełdowe in the periods under review resulted mainly from fx differences and payment amounts and dates of the company's US\$ denominated loan.
The Group's share of the loss of Aquis Exchange Ltd was PLN 1.6 million in H1 2017 compared to PLN 2.5 million in H1 2016.
Following new share issues without the participation of GPW in 2016, GPW's share in Aquis measured by the number of shares decreased from 31.01% as at 31 December 2015 to 22.99% as at 31 December 2016. GPW's share in economic and voting rights decreased from 26.33% to 20.31%. Aquis issued no new shares in H1 2017.
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 v s H1 2016) |
|||
|---|---|---|---|---|---|
| PLN'000 | 30 June 2017 | 30 June 2016 | v s H1 2016) |
||
| KDPW S.A. Group | 16,473 | 7,126 | 9,347 | 131.2% | |
| Centrum Giełdowe S.A. | 2,570 | 575 | 1,995 | 347.1% | |
| Aquis Exchange Ltd | (7,822) | (9,616) | 1,794 | -18.7% | |
| Total | 11,221 | (1,915) | 13,136 | - |
| Six-month period ended | Change (H1 2017 |
Change (%) (H1 2017 |
||
|---|---|---|---|---|
| PLN'000 | 30 June 2017 | 30 June 2016 | v s H1 2016) |
v s H1 2016) |
| KDPW S.A. Group | 5,492 | 2,376 | 3,116 | 131.2% |
| Centrum Giełdowe S.A. | 637 | 143 | 495 | 347.1% |
| Aquis Exchange Ltd | (1,589) | (2,532) | 943 | -37.3% |
| Total | 4,540 | (14) | 4,554 | - |
Source: Company
Income tax of the Group was PLN 17.2 million in H1 2017 compared to PLN 13.9 million in H1 2016. The effective income tax rate in the periods under review was 19.8% and 19.2%, respectively, as compared to the standard Polish corporate income tax rate of 19%.
Income tax paid by the Group was PLN 31.4 million in H1 2017 compared to PLN 13.0 million in H1 2016. The higher amount of income tax paid was due to the final payment of the income tax for 2016.
On 28 September 2016, the following companies: Giełda Papierów Wartościowych w Warszawie S.A., Towarowa Giełda Energii S.A., BondSpot S.A. and GPW Centrum Usług S.A., entered into a notarised agreement creating the GPW Tax Group ("GPW TG" or "TG") for a period of three tax years from 1 January 2017 to 31 December 2019.
The companies participating in TG are not treated individually but collectively as one corporate income taxpayer under the Corporate Income Tax Act. Such taxpayer's income is determined as the surplus of the sum of incomes of the companies participating in TG over the sum of their losses.
As the Company Representing the Tax Group, Giełda Papierów Wartościowych w Warszawie S.A. is responsible for the calculation and payment of quarterly corporate income tax advances of the Tax Group pursuant to the Corporate Income Tax Act.
While income taxes of the companies participating in TG are no longer paid individually, the companies are still required to individually pay other taxes including VAT and local taxes.
The Act of 12 June 2015 amending the Capital Market Supervision Act and certain other Acts largely extended the list of entities required to finance supervision (by adding, among others, banks, insurers, investment funds, public companies, brokerage houses and foreign investment firms) and changed the amount of contributions of entities. The Act was signed into law by the President of Poland on 31 July 2015 and promulgated in the Journal of Laws on 31 August 2015. A Regulation of the Minister of Finance effective as of 1 January 2016 determines among others the calculation method as well as the terms and conditions of the payment of fees by relevant entities. As a result, the cost of fees paid by the GPW Group was reduced significantly. The fee to PFSA was reduced to PLN 9.1 million in 2016, compared to PLN 22.0 million in 2015.
Following an amendment of regulations governing fees paid to cover the cost of supervision of the capital market and in view of the provisions of an interpretation of the International Financial Reporting Interpretations Committee (IFRIC 21), the GPW Group has decided to change the timing of recognition of liabilities in respect of fees due to PFSA and of charging the fees to costs. Until the end of 2015, GPW recognised 1/12 of the annual fee due to PFSA in each month of the year. According to IFRIC 21, the entity should recognise liabilities in respect of fees due to PFSA at the date of the obligating event. The obligating event is the business subject to the fees due to PFSA carried out as at the 1 January of each year. Consequently, the total estimated amount of the annual fees due to PFSA will be charged to the results of the GPW Group's results in the first quarter of each year.
The Chairperson of the Polish Financial Supervision Authority publishes the fees and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.
In connection with the aforementioned changes related to supervision fees paid to PFSA, similar to 2016, the GPW Group recognised the full estimated amount of the annual fee as a provision of PLN 11.4 million in Q1 2017. The final annual supervision fee to PFSA will be calculated after the publication of the fees and the indicators necessary to calculate the fee, i.e., in September; the final amount may be different from the estimated provision.
The GPW Group acting through its subsidiary GPW Benchmark expanded its services as of 30 June 2017 following the take-over of the function of organiser of WIBID and WIBOR reference rate fixings from the Financial Markets Association ACI Polska and the functions of the calculation agent previously performed by Thomson Reuters. The Group will apply for authorisation as an administrator within the meaning of Regulation 2016/2011.
The decision of GPW to take over the functions of the organiser of reference rate fixings followed a proposal extended by the Association ACI Polska to GPW. ACI Polska decided no longer to perform the functions of the organiser in view of Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds, which takes effect in early 2018. The Regulation defines the three main categories of indices and imposes requirements on the entities which calculate the indices depending on such classification. In view of the Regulation, the Association ACI Polska decided that it would be unable to meet its requirements and approached GPW with a proposal to take over the functions of the organiser of WIBID and WIBOR reference rate fixings. Following an analysis, GPW decided to accept ACI Polska's proposal.
The transition will take place in phases including: starting the organisation of fixings, which took place on 30 June 2017; obtaining the authorisation to perform the functions of administrator; reviewing the rates methodology.
GPW's decision to take over the organisation of WIBID and WIBOR rate fixings is an important step in its history. While GPW previously focused on trade in capital and commodity market instruments, it now expands to financial market services.
GPW takes over the organisation of reference rate fixings in collaboration with the banks participating in the fixings. This is particularly relevant in view of the role of the banks in the process and the scope of use of reference rates in the banks' business.
The balance-sheet total of the Group was PLN 1,212.7 million as at 30 June 2017, a modest increase compared to PLN 1,181.6 million as at 30 June 2016.
The Group's non-current assets stood at PLN 597.2 million representing 49% of total assets as at 30 June 2017 compared to PLN 597.3 million or 52% of total assets as at 31 December 2016 and PLN 579.6 million or 49% of total assets as at 30 June 2016.
The Group's current assets stood at PLN 615.5 million representing 51% of total assets as at 30 June 2017 compared to PLN 560.6 million or 48% of total assets as at 31 December 2016 and PLN 602.0 million or 51% of total assets as at 30 June 2016. Trade receivables as at 30 June 2017 decreased compared to both 31 December 2016 and 30 June 2016. The decrease in trade receivables was driven in part by the payment of receivables in respect of TGE's VAT correction invoices following the change of the VAT policy applicable to some of TGE's services. The receivables in respect of corrected VAT stood at PLN 69.7 million. As at 30 June 2017, PLN 36.0 million, i.e., 51.68% of the total receivables in respect of TGE's VAT correction, had been paid. As at 14 July 2017, the paid receivables were PLN 41.5 million, i.e., 59.44% of the total receivables under the VAT correction. The details of the change of the VAT policy applicable to TGE's services are presented in Section V, Note 19 of the Condensed Consolidated Interim Financial Statements of the GPW Group for the six-month period ended 30 June 2017. Cash as at 30 June 2017 increased by PLN 79.5 million year to date and by PLN 24.5 million year on year.
| As at | ||||||
|---|---|---|---|---|---|---|
| PLN'000 | 30 June 2017 |
% | 31 December 2016 |
% | 30 June 2016 |
% |
| Non-current assets | 597,220 | 49% | 597,287 | 52% | 579,574 | 49% |
| Property, plant and equipment | 113,777 | 9% | 119,130 | 10% | 121,539 | 10% |
| Intangible assets | 271,380 | 22% | 273,815 | 24% | 258,057 | 22% |
| Investment in associates | 201,590 | 17% | 197,231 | 17% | 191,412 | 16% |
| Deferred tax assets | 3,349 | 0% | 1,809 | 0% | 3,041 | 0% |
| Available-for-sale financial assets | 278 | 0% | 288 | 0% | 290 | 0% |
| Non-current prepayments | 6,846 | 1% | 5,014 | 0% | 5,235 | 0% |
| Current assets | 615,476 | 51% | 560,561 | 48% | 602,030 | 51% |
| Inventory | 53 | 0% | 57 | 0% | 73 | 0% |
| Corporate income tax receivables | 71 | 0% | 428 | 0% | 234 | 0% |
| Trade and other receivables | 89,069 | 7% | 113,262 | 10% | 99,965 | 8% |
| Cash and cash equivalents | 526,283 | 43% | 446,814 | 39% | 501,758 | 42% |
| Total assets | 1,212,696 | 100% | 1,157,848 | 100% | 1,181,604 | 100% |
Table 23: Consolidated statement of financial position of the Group at the end of selected periods (assets)
Source: Condensed Consolidated Interim Financial Statements
The equity of the Group stood at PLN 724.6 million representing 60% of the Group's total equity and liabilities as at 30 June 2017 compared to PLN 745.3 million or 64% of total equity and liabilities as at 31 December 2016 and PLN 672.8 million or 57% of the total equity and liabilities as at 30 June 2016.
Non-current liabilities of the Group stood at PLN 258.8 million representing 21% of the Group's total equity and liabilities as at 30 June 2017 compared to PLN 143.4 million or 12% of total equity and liabilities as at 31 December 2016 and PLN 137.6 million or 12% of the total equity and liabilities as at 30 June 2016. The Group's non-current liabilities include GPW's liabilities under outstanding bonds. The increase of non-current liabilities year to date in H1 2017 was due to the issue of new bonds due for redemption in 2022. Non-current accruals stood at PLN 6.1 million as at 30 June 2017, the same as at 31 December 2016; there were no non-current accruals as at 30 June 2016. The non-current accruals included payments in respect of a subsidy received by TGE for assets in the PCR project in a carrying amount of PLN 6,335 thousand as at 30 June 2017, including PLN 6,064 thousand presented as non-current and PLN 271 thousand as current.
Current liabilities of the Group stood at PLN 229.3 million representing 19% of the Group's total equity and liabilities as at 30 June 2017 compared to PLN 269.2 million or 23% of total equity and liabilities as at 31 December 2016 and PLN 371.2 million or 31% of the total equity and liabilities as at 30 June 2016.
Liabilities under outstanding bonds decreased year on year following the redemption of the series A and B bonds on 2 January 2017. Liabilities under loans and advances were recognised as TGE took a loan to pay its VAT liabilities.
Deferred income increased in respect of annual fees paid by issuers, which are booked in Q1 and recognised over time.
Other current liabilities as at 30 June 2017 increased year to date and decreased year on year. Other current liabilities mainly included the liability under the GPW dividend payment following the resolution of the Ordinary General Meeting of 19 June 2017 concerning 2016 profit distribution and the payment of a dividend to the shareholders in the total amount of PLN 90,240 thousand. Furthermore, other current liabilities included TGE's VAT liability at PLN 15.6 million in H1 2017.
| Table 24: | Consolidated statement of financial position of the Group at the end of selected periods (equity |
|---|---|
| and liabilities) |
| As at | ||||||
|---|---|---|---|---|---|---|
| PLN'000 | 30 June 2017 |
% | 31 December 2016 |
% | 30 June 2016 |
% |
| Equity | 724,591 | 60% | 745,252 | 64% | 672,818 | 57% |
| Share capital | 63,865 | 5% | 63,865 | 6% | 63,865 | 5% |
| Other reserves | 1,106 | 0% | 1,184 | 0% | 1,560 | 0% |
| Retained earnings | 659,085 | 54% | 679,678 | 59% | 606,896 | 51% |
| Non-controlling interests | 535 | 0% | 525 | 0% | 497 | 0% |
| Non-current liabilities | 258,780 | 21% | 143,422 | 12% | 137,632 | 12% |
| Liabilities under bond issue | 243,378 | 20% | 123,459 | 11% | 123,669 | 10% |
| Employee benefits payable | 1,838 | 0% | 1,832 | 0% | 4,686 | 0% |
| Finance lease liabilities | - | 0% | 32 | 0% | 58 | 0% |
| Accruals and deferred income | 6,064 | 1% | 6,200 | 1% | - | - |
| Deferred income tax liability | 5,276 | 0% | 9,675 | 1% | 6,995 | 1% |
| Other liabilities | 2,224 | 0% | 2,224 | - | 2,224 | - |
| Current liabilities | 229,325 | 19% | 269,174 | 23% | 371,154 | 31% |
| Liabilities under bond issue | 1,896 | 0% | 122,882 | 11% | 121,047 | 10% |
| Trade payables | 3,496 | 0% | 6,387 | 1% | 6,288 | 1% |
| Employee benefits payable | 8,060 | 1% | 8,114 | 1% | 10,379 | 1% |
| Finance lease liabilities | 64 | 0% | 62 | 0% | 55 | 0% |
| Deferred income tax liability | 7,597 | 1% | 16,154 | 1% | 10,920 | 1% |
| Credits and loans | 59,958 | 5% | - | - | - | - |
| Accruals and deferred income | 37,194 | 3% | 7,144 | 1% | 31,021 | 3% |
| Provisions for other liabilities and charges | 318 | 0% | 333 | 0% | 649 | 0% |
| Other current liabilities | 110,742 | 9% | 108,098 | 9% | 190,795 | 16% |
| Total equity and liabilities | 1,212,696 | 100% | 1,157,848 | 100% | 1,181,604 | 100% |
Source: Condensed Consolidated Interim Financial Statements
The Group generated positive cash flows from operating activities at PLN 34.9 million in H1 2017 compared to positive cash flows of PLN 147.1 million in H1 2016. The positive cash flows from operating activities in H1 2017 were mainly driven by the net profit, a decrease of receivables, and an increase of accruals and deferred income.
The cash flows from investing activities were negative at PLN 9.9 million in H1 2017 compared to negative cash flows of PLN 2.1 million in H1 2016. The negative cash flows were driven by investments in property, plant and equipment at PLN 5.3 million and intangible assets at PLN 8.0 million.
The cash flows from financing activities were positive at PLN 54.7 million in H1 2017 compared to negative cash flows of PLN 3.8 million in H1 2016. The positive cash flows from financing activities were driven by the loan taken by TGE to pay VAT liabilities.
| Cash flows for the six-month period ended |
|||
|---|---|---|---|
| PLN'000 | 30 June 2017 | 30 June 2016 | |
| Cash flows from operating activities | 34,910 | 147,114 | |
| Cash flows from investing activities | (9,930) | (2,081) | |
| Cash flows from financing activities | 54,720 | (3,797) | |
| Net increase / (decrease) in cash | 79,700 | 141,236 | |
| Impact of change of fx rates on cash balances in foreign currencies | (231) | 129 | |
| Cash and cash equivalents - opening balance | 446,814 | 360,393 | |
| Cash and cash equivalents - closing balance | 526,283 | 501,758 |
Source: Condensed Consolidated Interim Financial Statements
The Group's total capital expenditure in H1 2017 amounted to PLN 13.3 million including expenditure for property, plant and equipment at PLN 5.3 million and expenditure for intangible assets at PLN 8.0 million. The Group's total capital expenditure in H1 2016 amounted to PLN 5.9 million including expenditure for property, plant and equipment at PLN 4.3 million and expenditure for intangible assets at PLN 1.6 million.
Contracted investment commitments for property, plant and equipment were PLN 502 thousand as at 30 June 2017, including mainly restructuring of GPW offices. Contracted investment commitments for intangible assets were PLN 103 thousand, including mainly the implementation of the financial and accounting system AX 2012 with new modules, consolidation and budgeting, as well as a document flow system in GPW.
Contracted investment commitments for property, plant and equipment were PLN 811.0 thousand as at 31 December 2016, including mainly restructuring of GPW offices.
Contracted investment commitments for intangible assets amounted to PLN 527 thousand as at 31 December 2016 and related mainly to implementation services for the financial and accounting system – controlling module as well as implementation of a document flow system in GPW.
Contracted investment commitments of the Group stood at PLN 9.4 million as at 30 June 2016, including contracted investment commitments for property, plant and equipment at PLN 1.0 million, mainly for restructuring of GPW offices, as well as contracted investment commitments for intangible assets at PLN 8.4 million including mainly:
In the period covered by the financial statements, the debt of the Group posed no threat to its going concern and capacity to meet liabilities on time. The ratio of net debt to EBITDA remained negative in the periods under review as liquid assets of the GPW Group exceeded interest-bearing liabilities (negative net debt). The debt to equity ratio increased year on year in H1 2017 due to an increase of the Group's debt. TGE took a loan of PLN 60 million to pay its tax liabilities in Q1 2017. Furthermore, GPW issued new bond series and redeemed series A and B bonds in January 2017; as a result, debt in respect of outstanding bonds remained stable.
The current liquidity ratio was 2.7 as at 30 June 2017. The increase of the ratio was due to a decrease of current liabilities following the redemption of series A and B bonds. Non-current liabilities increased following the issue of series D and E bonds which are due for redemption in 2022. The current liquidity ratio remained safe.
The coverage ratio of interest costs under the bond issue increased year on year in H1 2017 due to a decrease of interest expenses and an increase of operating profit. The Group generated cash flows from operating activities which were several times higher than necessary to cover current liabilities under the bond issue.
The profitability ratios increased year on year in H1 2017 due to an increase of both operating profit and net profit.
| As at / For the six-month period ended | ||||
|---|---|---|---|---|
| 30 June 2017 | 30 June 2016 | |||
| Debt and financing ratios | ||||
| Net debt / EBITDA (for a period of 12 months) | 1), 2) | (1.1) | (1.5) | |
| Debt to equity | 3) | 42.1% | 36.4% | |
| Liquidity ratios | ||||
| Current liquidity | 4) | 2.7 | 1.6 | |
| Coverage of interest on bonds | 5) | 27.5 | 22.9 | |
| Return ratios | ||||
| EBITDA margin | 6) | 57.6% | 54.1% | |
| Operating profit margin | 7) | 50.1% | 45.8% | |
| Net profit margin | 8) | 39.0% | 37.7% | |
| Cost / income | 9) | 47.2% | 54.1% | |
| ROE | 10) | 20.4% | 17.4% | |
| ROA | 11) | 11.9% | 10.0% |
1) Net debt = interest-bearing liabilities less liquid assets of GPW Group (as at balance-sheet date)
2) EBITDA = GPW Group operating profit + depreciation and amortisation (for a period of 12 months; net of the share of profit
3) Debt to equity = interest-bearing liabilities / equity (as at balance-sheet date)
4) Current liquidity = current assets / current liabilities (as at balance-sheet date)
5) Coverage of interest on bonds = EBITDA / interest on bonds (interest paid and accrued for a period of 3 months)
6) EBITDA margin = EBITDA / GPW Group revenue (for a period of 6 months)
7) Operating profit margin = GPW Group operating profit / GPW Group revenue (for a period of 6 months)
8) Net profit margin = GPW Group net profit / GPW Group revenue (for a period of 6 months)
9) Cost / income = GPW Group operating expenses / GPW Group revenue (for a period of 6 months)
10) ROE = GPW Group net profit (for a period of 12 months) / Average equity at the beginning and at the end of the last 12 month period
11) ROA = GPW Group net profit (for a period of 12 months) / Average total assets at the beginning and at the end of the last 12 month period
of associates)
Share prices and the value of trading are significantly influenced by local, regional and global trends impacting the capital markets, which determines the number and size of new issues of financial instruments and the activity of investors on GPW. As a result, the revenue of the Group is cyclical.
Trading in certificates of origin on TGE is subject to some seasonality. The volume of trade in property rights on the property rights market operated by TGE and the activity of participants of the register of certificates of origin are largely determined by the obligation imposed on energy companies which sell electricity to final consumers and have to cancel a certain quantity of certificates of origin in relation to the volume of electricity sold in the year. The percentage of certificates of origin which must be cancelled is fixed for every year in regulations of the Minister of the Economy.
According to the Energy Law applicable until April 2015, the obligation had to be performed until 31 March of the year following the year of the obligation. The Act of 20 February 2015 on renewable energy sources changed the deadlines, whereby the cancellation of green certificates of origin of renewable energy sources (or payment of a replacement fee) for the period from 1 January 2015 to 3 April 2015 was only possible until 31 March 2016. However, the obligation for the period from 4 April 2015 to 31 December 2015 could be performed until 30 June 2016. In subsequent years, the entire obligation is performed until 30 June. For cogeneration (red, yellow, and purple certificates), as of 2015, the obligation can also be performed by 30 June of the year for the previous year (previously: until 31 March). As a result, trading in the first half of the year is relatively higher than in the second half of the year.
The issuance of certificates of origin also intensifies in Q1 and in Q4 of each year. Certificates of origin are subject to mandatory cancellation within time limits set in the energy market regulations.
Trading in energy on the Commodity Forward Instruments Market operated by TGE is not distributed evenly over the year. It is seasonal in that trading is relatively low in the first half of the year compared to the second half of the year. This is because the supply side is awaiting information about the costs of electricity generation (including the cost of fuel) in the first half of the year. The demand side, in turn, needs time to determine its demand for the next year based on the demand of its clients.
The GPW Group had no contingent liabilities or assets as at 30 June 2017.
According to the Company's best knowledge, there is no litigation pending against the parent entity or other companies of the Group before a court, an arbitration body or a public administration body concerning liabilities or debt with a value of at least 10% of the Company's equity.
In H1 2017, GPW and the associates of GPW did not make any significant transactions on terms other than at arm's length.
In May 2016, TGE granted a short-term loan of PLN 300 thousand to the subsidiary InfoEngine S.A. to finance its current business. The interest rate on the loan was 2.00% p.a. The loan was granted until 31 March 2017 and fully repaid.
In May 2017, GPW granted to the subsidiary TGE a PLN 10 million loan maturing on 31 March 2018. The interest rate on the loan is WIBOR 1M plus a margin of 1.4%.
In June 2017, TGE granted to InfoEngine a PLN 835 thousand loan maturing on 30 June 2022. The interest rate on the loan is 3.3%.
As at 30 June 2017, the subsidiary TGE held a bank guarantee of EUR 7.8 million issued to Nord Pool by a bank in respect of payments between TGE and Nord Pool in Market Coupling for the period from 1 July 2017 to 30 June 2018.
The Group granted and accepted no other guarantees and sureties in H1 2017.
On 19 June 2017, the Ordinary General Meeting of GPW passed a resolution to distribute the Company's profit for 2016, including a payment of dividend in the total amount of PLN 90,240 thousand. The dividend per share is PLN 2.15. The dividend record date is 19 July 2017 and the dividend payment date is 2 August 2017.
The dividend due to the State Treasury is PLN 31,580 thousand.
The Group did not publish any forecasts of 2017 results.
There were no other events after the balance-sheet date which could significantly impact the future financial results of the issuer.
Changes on the Management Board of the Company
On 4 January 2017, the Extraordinary General Meeting of GPW passed a resolution dismissing Małgorzata Zaleska as President of the Management Board of the Warsaw Stock Exchange. On 14 March 2017, the Polish Financial Supervision Authority approved the change on the Exchange Management Board dismissing Małgorzata Zaleska, President of the Management Board of the Warsaw Stock Exchange, from the Management Board of the Company.
On 4 January 2017, the Extraordinary General Meeting of GPW acting at the request of the State Treasury, a shareholder representing 35.00% of the Company's share capital, passed a resolution appointing Rafał Antczak as President of the Management Board of the Warsaw Stock Exchange.
On 13 March 2017, GPW received Rafał Antczak's letter of resignation as President of the Management Board of the Warsaw Stock Exchange for personal reasons.
On 14 March 2017, the Polish Financial Supervision Authority approved the change on the Exchange Management Board appointing Jacek Fotek as Vice President of the Management Board of the Warsaw Stock Exchange. Jacek Fotek was appointed Vice President of the Management Board of the Warsaw Stock Exchange by the Supervisory Board on 16 December 2016.
On 15 March 2017, the Supervisory Board of GPW passed a resolution delegating Jarosław Grzywiński, Member of the Exchange Supervisory Board, to temporarily perform the duties of President of the Management Board of GPW for a period up to 3 months starting on 15 March 2017.
On 22 March 2017, Paweł Dziekoński resigned as Vice President of the Management Board of the Warsaw Stock Exchange.
The GPW Supervisory Board at its meeting on 13 June 2017 decided to appoint Jarosław Grzywiński as Vice President of the Management Board of the Warsaw Stock Exchange. The decision will take effect subject to the approval of the Polish Financial Supervision Authority for the change on the Exchange Management Board. The Company has not received PFSA's decision as at the date of approval of this Report.
On 19 June 2017, the General Meeting of the Warsaw Stock Exchange passed a resolution appointing Mr Marek Dietl as President of the Management Board of the Warsaw Stock Exchange. The decision will take effect upon GPW's receipt of the approval of the Polish Financial Supervision Authority for the change on the Exchange Management Board under the resolution. The Company has not received PFSA's decision as at the date of approval of this Report.
In the opinion of the Company, in H1 2017, there were no significant events or circumstances, other than those presented in this Report, which would be material to an evaluation of the Company's or the Group's position with regard to its human resources, assets, financial position, financial results and capacity to meet obligations.
Condensed Consolidated Interim Financial Statements for the sixmonth period ended 30 June 2017 and the auditor's audit report
Condensed Separate Interim Financial Statements for the six-month period ended 30 June 2017 and the auditor's review report
for the six-month period ended 30 June 2017
July 2017
| I. | CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2 |
|---|---|
| II. | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4 |
| III. | CONSOLIDATED STATEMENT OF CASH FLOWS 5 |
| IV. | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7 |
| V. | NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 9 |
| 1. GENERAL 9 | |
| 2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 10 | |
| 3. PROPERTY, PLANT AND EQUIPMENT 11 | |
| 4. INTANGIBLE ASSETS 12 | |
| 5. INVESTMENT IN ASSOCIATES 12 | |
| 6. TRADE AND OTHER RECEIVABLES 13 | |
| 7. PROVISIONS AND IMPAIRMENT LOSSES FOR ASSETS 14 | |
| 8. CASH AND CASH EQUIVALENTS 14 | |
| 9. BOND ISSUE LIABILITIES 14 | |
| 10. ACCRUALS AND DEFERRED INCOME 15 | |
| 11. OTHER CURRENT LIABILITIES 16 | |
| 12. LIABILITIES UNDER LOANS AND ADVANCES 16 | |
| 13. INCOME TAX 16 |
|
| 14. RELATED PARTY TRANSACTIONS 17 | |
| 15. DIVIDEND 20 | |
| 16. SEASONALITY 20 | |
| 17. SEGMENT REPORTING 20 | |
| 18. CHANGE OF THE VAT POLICY FOR SERVICES PROVIDED BY THE SUBSIDIARY POLPX 25 | |
| 19. EVENTS AFTER THE BALANCE SHEET DATE 27 |
| As at | ||||
|---|---|---|---|---|
| Note | 30 June 2017 (unaudited) |
31 December 2016 |
||
| Non-current assets | 597,220 | 597,287 | ||
| Property, plant and equipment | 3 | 113,777 | 119,130 | |
| Intangible assets | 4 | 271,380 | 273,815 | |
| Investment in associates | 5 | 201,590 | 197,231 | |
| Deferred tax asset | 3,349 | 1,809 | ||
| Available-for-sale financial assets | 278 | 288 | ||
| Non-current prepayments | 6,846 | 5,014 | ||
| Current assets | 615,476 | 560,561 | ||
| Inventories | 53 | 57 | ||
| Corporate income tax receivable | 71 | 428 | ||
| Trade and other receivables | 6 | 89,069 | 113,262 | |
| Cash and cash equivalents | 8 | 526,283 | 446,814 | |
| TOTAL ASSETS | 1,212,696 | 1,157,848 |
| As at | |||
|---|---|---|---|
| Note | 30 June 2017 (unaudited) |
31 December 2016 |
|
| Equity | 724,591 | 745,252 | |
| Equity of the shareholders of the parent entity | 724,056 | 744,727 | |
| Share capital | 63,865 | 63,865 | |
| Other reserves | 1,106 | 1,184 | |
| Retained earnings | 659,085 | 679,678 | |
| Non-controlling interests | 535 | 525 | |
| Non-current liabilities | 258,780 | 143,422 | |
| Liabilities on bonds issue | 9 | 243,378 | 123,459 |
| Employee benefits payable | 1,838 | 1,832 | |
| Finance lease liabilities | - | 32 | |
| Accruals and deferred income | 10 | 6,064 | 6,200 |
| Deferred tax liability | 5,276 | 9,675 | |
| Other non-current liabilities | 2,224 | 2,224 | |
| Current liabilities | 229,325 | 269,174 | |
| Liabilities on bonds issue | 9 | 1,896 | 122,882 |
| Trade payables | 3,496 | 6,387 | |
| Employee benefits payable | 8,060 | 8,114 | |
| Finance lease liabilities | 64 | 62 | |
| Corporate income tax payable | 7,597 | 16,154 | |
| Liabilities under loans and advances | 12 | 59,958 | - |
| Accruals and deferred income | 10 | 37,194 | 7,144 |
| Provisions for other liabilities and charges | 318 | 333 | |
| Other current liabilities | 11 | 110,742 | 108,098 |
| TOTAL EQUITY AND LIABILITIES | 1,212,696 | 1,157,848 |
| Three-month period ended 30 June |
Six-month period ended 30 June |
||||
|---|---|---|---|---|---|
| 2017 (unaudited) |
2016 (res tated, unaudited) |
2017 (unaudited) |
2016 (restated, unaudited) |
||
| Revenue | 87,635 | 74,461 | 178,669 | 155,492 | |
| Operating expenses | (37,765) | (38,026) | (84,280) | (84,148) | |
| Other income | 31 | 204 | 361 | 552 | |
| Other expenses | (868) | (46) | (5,282) | (610) | |
| Operating profit | 49,033 | 36,593 | 89,468 | 71,286 | |
| Financial income | 1,538 | 5,246 | 2,932 | 7,209 | |
| Financial expenses | (2,497) | (2,928) | (10,048) | (5,908) | |
| Share of profit of associates | 5 | 3,045 | 1,354 | 4,540 | (14) |
| Profit before income tax | 51,119 | 40,265 | 86,892 | 72,573 | |
| Income tax expense | 13 | (9,173) | (7,147) | (17,200) | (13,938) |
| Profit for the period | 41,946 | 33,118 | 69,692 | 58,635 | |
| Ef fective portion of change of fair value of cas h flow hedges |
- | 156 | - | 163 | |
| Gains /(los s es ) on valuation of available-for-s ale financial as s ets of as s ociates |
71 | (77) | (78) | (58) | |
| Items that may be reclassified to profit or loss |
71 | 79 | (78) | 105 | |
| Other comprehensive income after tax | 71 | 79 | (78) | 105 | |
| Total comprehensive income | 42,017 | 33,197 | 69,614 | 58,740 | |
| Profit for the period attributable to s hareholders of the parent entity |
41,925 | 33,114 | 69,646 | 58,624 | |
| Profit for the period attributable to non controlling interes ts |
21 | 4 | 46 | 11 | |
| Total profit for the period | 41,946 | 33,118 | 69,692 | 58,635 | |
| Comprehens ive income attributable to s hareholders of the parent entity |
41,996 | 33,193 | 69,568 | 58,729 | |
| Comprehens ive income attributable to non-controlling interes ts |
21 | 4 | 46 | 11 | |
| Total comprehensive income | 42,017 | 33,197 | 69,614 | 58,740 | |
| Basic/Diluted earnings per share (PLN) | 1.03 | 0.79 | 1.66 | 1.40 |
| Six-month period ended 30 June |
||||
|---|---|---|---|---|
| Note | 2017 (unaudited) |
2016 (restated, unaudited) |
||
| Cash flows from operating activities: | 34,910 | 147,114 | ||
| Cash generated from operation before tax | 80,810 | 160,076 | ||
| Net profit of the period | 69,692 | 58,635 | ||
| Adjustments: | 11,119 | 101,441 | ||
| Income tax | 13 | 17,200 | 13,938 | |
| Depreciation of property, plant and equipment | 3 | 6,553 | 7,066 | |
| Amortisation of intangible assets | 4 | 6,864 | 5,845 | |
| Foreign exchange (gains)/losses | 231 | (129) | ||
| (Profit)/Loss on sale of property, plant and equipment and intangible assets |
4 | 14 | ||
| Financial (income)/expense of available-for-sale financial assets |
11 | - | ||
| Gain on dilution of shares of associate | - | (3,064) | ||
| Income from interest on deposits | (2,788) | (3,334) | ||
| Income from interest on loans granted | - | - | ||
| Interest and cost on issued bonds | 3,486 | 4,003 | ||
| Bank loan expense | 655 | - | ||
| Net change of provisions for liabilities and other charges |
(15) | 28 | ||
| Change of non-current prepayments | (1,832) | (399) | ||
| Share of (profit)/loss of associates Other |
5 | (4,540) 4,602 |
14 323 |
|
| Change in current assets and liabilities: | (19,313) | 77,136 | ||
| (Increase)/Decrease of inventories | 4 | 62 | ||
| (Increase)/Decrease of trade and other receivables |
24,193 | 31,592 | ||
| Increase/(Decrease) of trade payables | (2,891) | (88) | ||
| Increase/(Decrease) of employee benefits payable |
(48) | 1,562 | ||
| Increase/(Decrease) of accruals and deferred income |
29,914 | 23,758 | ||
| Increase/(Decrease) of other liabilities (excluding investment liabilities and dividend payable) |
(70,485) | 20,250 | ||
| Interest on tax payable (paid)/refunded | (14,492) | - | ||
| Income tax (paid)/refunded | (31,408) | (12,962) |
| 30 June | Six-month period ended | |
|---|---|---|
| Note | 2017 (unaudited) |
2016 (restated, unaudited) |
| Cash flows from investing activities: | (9,930) | (2,081) |
| Purchase of property, plant and equipment and advances for property, plant and equipment |
(5,302) | (4,289) |
| Purchase of intangible assets and advances for intangible assets |
(7,996) | (1,629) |
| Proceeds from sale of property, plant and equipment and intangible assets |
478 | 353 |
| Interest received | 2,788 | 3,334 |
| Dividends received | 102 | 150 |
| Cash flows from financing activities: | 54,720 | (3,797) |
| Paid interest on bonds | (3,998) | (3,770) |
| Paid interest on loans and advances | (397) | - |
| Loans and advances received | 59,700 | - |
| Proceeds from bond issue | 119,929 | - |
| Buy-back of bonds issued | (120,484) | - |
| Payment of finance lease liabilities | (30) | (27) |
| Net (decrease)/increase in cash and cash equivalents |
79,700 | 141,236 |
| Impact of fx rates on cash balance in currencies | (231) | 129 |
| Cash and cash equivalents - opening balance | 446,814 | 360,393 |
| Cash and cash equivalents - closing balance | 526,283 | 501,758 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||||
|---|---|---|---|---|---|---|
| Attributable to the shareholders of | Non | |||||
| Share capital |
Other reserves |
Retained earnings |
Total | controlling interests |
Total equity | |
| As at 31 December 2016 | 63,865 | 1,184 | 679,678 | 744,727 | 525 | 745,252 |
| Dividends | - | - | (90,239) (90,239) | (36) (90,275) | ||
| Transactions with owners recognised directly in equity |
- | - | (90,239) (90,239) | (36) (90,275) | ||
| Profit for the six-month period ended 30 June 2017 |
- | - | 69,646 | 69,646 | 46 | 69,692 |
| Other comprehensive income |
- | (78) | - | (78) | - | (78) |
| Total comprehensive income for the six-month period ended 30 June 2017 (unaudited) |
- | (78) | 69,646 | 69,568 | 46 | 69,614 |
| As at 30 June 2017 (unaudited) |
63,865 | 1,106 | 659,085 | 724,056 | 535 | 724,591 |
| Attributable to the shareholders of the parent ent ity Non |
||||||
|---|---|---|---|---|---|---|
| Share capital |
Other reserves |
Retained earnings |
Total | controlling interests |
Total equity | |
| As at 31 December 2015 (previously reported) |
63,865 | 1,455 | 655,401 | 720,721 | 546 | 721,267 |
| Adjustments | - | - | (8,075) | (8,075) | - | (8,075) |
| As at 31 December 2015 (restated) |
63,865 | 1,455 | 647,326 | 712,646 | 546 | 713,192 |
| Dividends | - | - | (99,054) | (99,054) | (61) | (99,115) |
| Transactions with owners recognised directly in equity |
- | - | (99,054) | (99,054) | (61) | (99,115) |
| Profit for the year ended 31 December 2016 |
- | - | 131,094 | 131,094 | 40 | 131,134 |
| Other comprehensive income |
- | (272) | - | (272) | - | (272) |
| Total comprehensive income for the year ended 31 December 2016 |
- | (272) | 131,094 | 130,822 | 40 | 130,862 |
| Other changes in equity | - | - | 313 | 313 | - | 313 |
| As at 31 December 2016 | 63,865 | 1,184 | 679,678 | 744,727 | 525 | 745,252 |
| Non | ||||||
|---|---|---|---|---|---|---|
| Share capital |
Other reserves |
Retained earnings |
Total | controlling interests |
Total equity | |
| As at 31 December 2015 (previously reported) |
63,865 | 1,455 | 655,401 | 720,721 | 546 | 721,267 |
| Adjustments | - | - | (8,075) | (8,075) | - | (8,075) |
| As at 31 December 2015 (restated) |
63,865 | 1,455 | 647,326 | 712,646 | 546 | 713,192 |
| Dividends | - | - | (99,054) | (99,054) | (60) | (99,114) |
| Transactions with owners recognised directly in equity |
- | - | (99,054) | (99,054) | (60) | (99,114) |
| Profit for the six-month period ended 30 June 2016 (res tated, unaudited) |
- | - | 58,624 | 58,624 | 11 | 58,635 |
| Other comprehensive income |
- | 105 | - | 105 | - | 105 |
| Total comprehensive income for the six-month period ended 30 June 2016 (res tated, unaudited) |
- | 105 | 58,624 | 58,729 | 11 | 58,740 |
| As at 30 June 2016 (res tated, unaudited) |
63,865 | 1,560 | 606,896 | 672,321 | 497 | 672,818 |
The parent entity of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("the Group") is Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna ("Warsaw Stock Exchange", "the Exchange", "GPW", "the Company" or "parent entity") with its registered office in Warsaw, ul. Książęca 4. The Company was established by Notarial Deed on 12 April 1991 and registered in the Commercial Court in Warsaw on 25 April 1991, entry no. KRS 0000082312, Tax Identification Number 526-025-09-72, Regon 012021984. GPW has been listed on GPW's Main Market since 9 November 2010.
The core activities of the Group include organising exchange trading in financial instruments and activities related to such trading. At the same time, the Group pursues activities in education, promotion and information concerning the capital market and organises an alternative trading system. The Group is active on the following markets:
The Group also organises and operates trade on the markets operated by Towarowa Giełda Energii S.A. ("the Polish Power Exchange", "POLPX") and InfoEngine S.A.:
On 23 February 2015, POLPX received a decision of the Minister of Finance authorising POLPX to operate an exchange and start trade on the Financial Instruments Market. The POLPX Financial Instruments Market opened on 4 November 2015.
On 30 June, the GPW Group (acting through the subsidiary GPW Benchmark S.A.) started the activity of calculating and distributing WIBID and WIBOR reference rates, used by financial institutions as a benchmark in lending and deposit agreements and in the issuance of bonds.
The GPW Group also operates:
GPW is also present in London through an appointed permanent representative of GPW whose mission is to support acquisition on the London market, in particular the acquisition of new investors and Exchange Members.
The Condensed Consolidated Interim Financial Statements were authorised for issuance by the Management Board of the parent entity on 21 July 2017.
The Warsaw Stock Exchange and its following subsidiaries:
comprise the Warsaw Stock Exchange Group.
The following are the associates over which the Group exerts significant influence:
These Condensed Consolidated Interim Financial Statements of the Giełda Papierów Wartościowych w Warszawie S.A. Group have been prepared according to the International Accounting Standard 34 "Interim Financial Reporting" approved by the European Union.
In the opinion of the Management Board of the parent entity, in the notes to the Condensed Consolidated Interim Financial Statements of the Giełda Papierów Wartościowych w Warszawie S.A. Group ("Group"), GPW included all material information necessary for the proper assessment of the assets and the financial position of the Group as at 30 June 2017 and its financial results in the period from 1 January 2017 to 30 June 2017.
These Condensed Consolidated Interim Financial Statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future. As at the date of preparation of these Condensed Consolidated Interim Financial Statements, in the opinion of the Management Board of the parent entity, there are no circumstances indicating any threats to the Group's ability to continue operations.
The Group has prepared the Condensed Consolidated Interim Financial Statements in accordance with the same accounting policies as those described in the audited Financial Statements for the year ended 31 December 2016 other than for changes resulting from the application of new standards as described below. The Condensed Consolidated Interim Financial Statements for the six-month period ended 30 June 2017 should be read in conjunction with the audited Consolidated Financial Statements for the year ended 31 December 2016.
The following amendments of existing standards adopted by the European Union are effective for the financial statements of the Group for the financial year started on 1 January 2017:
According to the Group's assessment, these interpretations and amendments to the standards have no material impact on the Condensed Consolidated Interim Financial Statements.
The critical accounting estimates and judgements used by the Management Board of the parent entity in the application of the Group's accounting policy and the key sources of uncertainty were the same as those used in the audited Consolidated Financial Statements as at 31 December 2016.
| Table 1: | Change of the net carrying value of property, plant and equipment by category | ||
|---|---|---|---|
| Period of | ||||
|---|---|---|---|---|
| 6 months ended 30 June 2017 (unaudited) |
12 months ended 31 December 2016 |
|||
| Net carrying value - opening balance | 119,130 | 125,229 | ||
| Additions | 2,376 | 17,230 | ||
| Reclassification and other adjustments | 8 | (8,785) | ||
| Disposals | (22) | (581) | ||
| Depreciation charge | (7,715) | (13,964) | ||
| indluding capitalisation of depreciation to intangibles | 1,162 | 212 | ||
| Net carrying value - closing balance | 113,777 | 119,130 |
Contracted investment commitments for property, plant and equipment were PLN 502 thousand as at 30 June 2017, including mainly restructuring of GPW offices.
Contracted investment commitments for property, plant and equipment were PLN 811 thousand as at 31 December 2016, including mainly restructuring of GPW offices.
| Period of | |||
|---|---|---|---|
| 6 months ended 30 June 2017 (unaudited) |
12 months ended 31 December 2016 |
||
| Net carrying value - opening balance | 273,815 | 261,728 | |
| Additions* | 4,889 | 17,523 | |
| Reclassification and other adjustments | - | 8,975 | |
| Disposals | (460) | (2,370) | |
| Amortisation charge | (6,864) | (12,041) | |
| Net carrying value - closing balance | 271,380 | 273,815 |
* Additions include accrued amortisation at PLN 1,162 thousand as at 30 June 2017 and PLN 212 thousand as at 31 December 2016
Contracted investment commitments for intangible assets amounted to PLN 103 thousand as at 30 June 2017 and related mainly to the implementation of the financial and accounting system AX 2012 with new modules: consolidation and budgeting in GPW.
Contracted investment commitments for intangible assets amounted to PLN 527 thousand as at 31 December 2016 and related mainly to GPW's financial and accounting system and document flow system.
| As at | ||
|---|---|---|
| 30 June 2017 (unaudited) |
31.gru.16 | |
| KDPW S.A. Group | 169,962 | 164,549 |
| Centrum Giełdowe S.A. | 16,918 | 16,383 |
| Aquis Exchange Limited | 14,710 | 16,299 |
| Total | 201,590 | 197,231 |
| As at/ For the period of |
||
|---|---|---|
| 6 months ended 30 June 2017 (unaudited) |
12 months ended 31 December 2016 |
|
| Opening balance | 197,231 | 188,570 |
| Gain on dilution of shares of Aquis Exchange Limited |
- | 5,807 |
| Dividends | (102) | (150) |
| Share of profit (after tax) | 4,540 | 3,518 |
| Share in other comprehensive income | (79) | (514) |
| Closing balance | 201,590 | 197,231 |
Table 5: Trade and other receivables
| As at | ||
|---|---|---|
| 30 June 2017 (unaudited) |
31 December 2016 |
|
| Gross trade receivables* | 72,193 | 102,221 |
| Impairment allowances for receivables | (2,569) | (1,941) |
| Total trade receivables | 69,624 | 100,280 |
| Current prepayments | 8,079 | 3,837 |
| Other receivables and advance payments | 3,401 | 9,094 |
| Receivables in respect of tax settlements** | 7,965 | 51 |
| including: VAT | 7,936 | 23 |
| Total other receivables | 19,445 | 12,982 |
| Total trade and other receivables | 89,069 | 113,262 |
| * Gros s trade receivables as at 30 June 2017 include receivables in res pect of |
corrections of |
POLPX counterparty |
payments following VAT corrections for 2011-2016 at PLN 30,176 thous and (es timated at PLN 66,246 thous and as at 31 December 2016). ** As at 30 June 2017, VAT receivables of the s ubs idiary IRGI T s tood at PLN 7,545 thous and.
In the period from 1 January 2017 to 30 June 2017, impairment losses for assets were adjusted as follows:
impairment allowances for receivables: an increase of PLN 628 thousand (provision additions of PLN 855 thousand, releases of PLN 84 thousand, receivables were written off as unenforceable at PLN 143 thousand).
Furthermore, in the period from 1 January 2017 to 30 June 2017, there were the following changes in estimates relating to provisions:
provisions against employee benefits (mainly annual bonuses) were reduced by PLN 42 thousand (releases of PLN 1,011 thousand, usage of PLN 4,756 thousand, provision additions of PLN 5,725 thousand).
| As at | |||
|---|---|---|---|
| 30 June 2017 (unaudited) |
31 December 2016 |
||
| Cash | 1 | 16 | |
| Current accounts | 59,259 | 265,502 | |
| Bank deposits | 467,023 | 181,296 | |
| Total cash and cash equivalents | 526,283 | 446,814 |
| As at | ||
|---|---|---|
| 30 June 2017 (unaudited) |
31 December 2016 |
|
| Liabilities under bond issue - non-current: | 243,378 | 123,459 |
| Series C bonds |
123,923 | 123,459 |
| Series D and E bonds | 119,455 | - |
| Liabilities under bond issue - current: | 1,896 | 122,882 |
| Series A and B bonds | - | 122,279 |
| Series C bonds |
671 | 603 |
| Series D and E bonds | 1,225 | - |
| Total liabilities under bond issue | 245,274 | 246,341 |
Series A and B bonds were partly redeemed before maturity in October 2015 in the nominal amount of PLN 124,516 thousand. The remaining series A and B bonds were redeemed on 2 January 2017.
On 13 October 2016, the GPW Management Board passed a resolution to issue 1,200,000 unsecured bearer bonds with a nominal value of PLN 100 per bond and a total nominal value of PLN 120,000 thousand. The bonds were issued in January 2017 in two series: series D bonds with a total nominal value of PLN 60,000 thousand and series E bonds with a total nominal value of PLN 60,000 thousand. The issue price of series D bonds addressed to institutional investors was PLN 100 per bond. The issue price of series E bonds addressed to individual investors was from PLN 99.88 to PLN 99.96 (depending on the date of subscription).
The bonds bear interest at a floating rate equal to WIBOR 6M plus a margin of 95 basis points. The interest on the bonds is paid semi-annually. The bonds are due for redemption on 31 January 2022.
The series D and E bonds were introduced to trading on the regulated market Catalyst operated by GPW and in the alternative trading system Catalyst operated by BondSpot.
| As at | ||
|---|---|---|
| 30 June 2017 (unaudited) |
31 December 2016 |
|
| Deferred income | 6,064 | 6,200 |
| Non-current accruals and deferred income | 6,064 | 6,200 |
| Financial market | 16,760 | - |
| Commodity market | 5,139 | 4,300 |
| Other income | 68 | 571 |
| Deferred income | 21,967 | 4,871 |
| Accruals* | 15,227 | 2,273 |
| Current accruals and deferred income | 37,194 | 7,144 |
| Total accruals and deferred income | 43,258 | 13,344 |
* Accruals as at 30 June 2017 mainly include the fee to PFSA (PLN 11,357 thousand)
Non-current accruals and deferred income include a subsidy received by POLPX for assets in the PCR project in a carrying amount of PLN 6,335 thousand as at 30 June 2017, of which PLN 6,064 thousand is presented as non-current and PLN 271 thousand as current (a detailed description of the recognition of the subsidy was published in Note 18 to the Consolidated Financial Statements of the GPW Group for the year ended 31 December 2016).
Current accruals and deferred income of the financial market and the commodity market include annual fees payable by market participants.
Other current liabilities as at 30 June 2017 include mainly POLPX's VAT liabilities of the current period as well as liabilities in respect of the dividend (for details, see Note 15).
POLPX paid VAT liabilities relating mainly to changes in POLPX' tax policy in the total amount of PLN 78,969 thousand at 15 March 2017. VAT liabilities as at 30 June 2017 were PLN 14,174 thousand in respect of current VAT liabilities; VAT liabilities as at 31 December 2016 were PLN 96,923 thousand, including PLN 77,397 thousand of liabilities in respect of the VAT correction for 2011-2016.
On 15 March 2017, the subsidiary POLPX signed a PLN 60 million short-term loan agreement with the bank DNB Nord to pay the outstanding VAT liabilities in connection with the change in POLPX's VAT policy. The loan bears interest at the WIBOR 1M deposit rate; interest is accrued and paid monthly. The final repayment date of the loan is 30 March 2018. The liability under the loan according to the amortised cost method was PLN 59,958 thousand as at 30 June 2017.
| Six-month period ended 30 June |
|||
|---|---|---|---|
| 2017 (unaudited) |
2016 (restated, unaudited) |
||
| Current income tax | 23,141 | 21,022 | |
| Deferred tax | (5,941) | (7,084) | |
| Total income tax | 17,200 | 13,938 |
As required by the Polish tax regulations, the tax rate applicable in 2017 and 2016 is 19%.
Table 10: Reconciliation of the theoretical amount of tax arising from profit before tax and the statutory tax rate with the income tax expense presented in the statement of comprehensive income
| Six-month period ended 30 June |
||
|---|---|---|
| 2017 (unaudited) |
2016 (restated, unaudited) |
|
| Profit before income tax | 86,892 | 72,573 |
| Income tax rate | 19% | 19% |
| Income tax at the statutory tax rate | 16,509 | 13,789 |
| Tax effect: | 691 | 149 |
| Non-tax-deductible expenses | 1,534 | 209 |
| Additional taxable income | - | 6 |
| (Gains) on dilution of investment in Aquis | - | (582) |
| Tax losses of subsidiaries not recognised in deferred tax | 22 | 149 |
| Non-taxable share of profit of associates | (863) | 3 |
| Other adjustments | (2) | 364 |
| Total income tax | 17,200 | 13,938 |
Related parties of the Group include its associates (KDPW S.A. Group, Centrum Giełdowe S.A., and Aquis Exchange Limited) and the State Treasury as the parent entity (holding 35.00% of the share capital and 51.76% of the total number of voting rights as at 30 June 2017), entities controlled and jointly controlled by the State Treasury and entities on which the State Treasury has significant influence. Furthermore, related parties include the key management personnel of the Group.
The Group keeps no records which would clearly identify and aggregate transactions with all entities which are related parties of the State Treasury.
Companies with a stake held by the State Treasury, with which the parent entity enters into transactions, include issuers (from which GPW charges introduction and listing fees) and Exchange Members (from which GPW charges fees for access to trade on the exchange market, fees for access to the GPW IT systems, and fees for trade in financial instruments).
Of the biggest clients of the parent entity, Powszechna Kasa Oszczędności Bank Polski S.A. was the only entity with a stake held by the State Treasury with which GPW entered into individually material transactions. The total sale to that company was PLN 6,721 thousand in the six-month period ended 30 June 2017 and PLN 2,369 thousand in the six-month period ended 30 June 2016.
Companies with a stake held by the State Treasury, with which POLPX and IRGiT enter into transactions, include members of the markets operated by POLPX and members of the Clearing House. Fees are charged
from such entities for participation and for trade on the markets operated by POLPX, for issuance and cancellation of property rights in certificates of origin, and for clearing.
Of the biggest clients of the POLPX Group, PGE Dom Maklerski S.A. ("PGE") entered individually into material transactions with the POLPX Group. The total revenue of POLPX and IRGiT from PGE was PLN 9,017 thousand in the six-month period ended 30 June 2017 and PLN 4,460 thousand in in the six-month period ended 30 June 2016. PGE Dom Maklerski S.A. is a member of the markets operated by POLPX and a member of IRGiT.
No other companies with a stake held by the State Treasury which entered into individually or collectively material transactions with the Group were identified among suppliers of the Group.
All trade transactions with entities with a stake held by the State Treasury are concluded in the normal course of business and are carried out on an arm's length basis. According to the Group's estimates, the individual and aggregate impact of other trade transactions with entities with a stake held by the State Treasury was immaterial in the six-month period ended 30 June 2017.
In accordance with the Polish law, the Group's companies are subject to tax obligations. Hence, they pay tax to the State Treasury, which is a related party. The rules and regulations applicable to the Group's companies in this regard are the same as those applicable to other entities which are not related parties.
The Regulation of the Minister of Finance which determines among others the calculation method as well as the terms and conditions of the payment of fees by relevant entities to the Polish Financial Supervision Authority took effect as of 1 January 2016. According to the Regulation, the Chairperson of the Polish Financial Supervision Authority publishes the rates and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.
In the six-month period ended 30 June 2017, the operating expenses of the GPW Group included an estimated amount of the annual fee at PLN 11,357 thousand. The fee charged to the expenses of the GPW Group in the six-month period ended 30 June 2016 was PLN 11,213 thousand.
| Transactions of GPW Group companies with associates | ||||
|---|---|---|---|---|
| As at 30 June 2017 (unaudited) |
Six-month period ended 30 June 2017 (unaudited) |
|||
| Receivables | Liabilit ies |
Sales revenue | Operat ing expenses |
|
| KDPW S.A. Group | - | - | - | 32 |
| Centrum Giełdowe S.A. | - | 72 | - | 586 |
| Aquis Exchange Limited | 3 | - | 10 | - |
| Total | 3 | 72 | 10 | 618 |
| As at 31 December 2016 |
Six-month period ended 30 June 2016 (unaudited) |
|||
|---|---|---|---|---|
| Receivables | Liabilit ies |
Sales revenue | Operat ing expenses |
|
| KDPW S.A. Group | - | - | - | 3 |
| Centrum Giełdowe S.A. | - | 102 | 45 | 81 |
| Aquis Exchange Limited | - | - | 7 | - |
| Total | - | 102 | 52 | 84 |
During the first six months of 2017 and 2016, there were no write-offs or material impairment allowances created for receivables from associates.
As owner and lessee of office space in the Centrum Giełdowe building, GPW pays rent and operating expenses, including for joint property, to the building manager, Centrum Giełdowe S.A.
In 2017 and 2016, GPW also concluded transactions with the Książęca 4 Street Housing Cooperative of which it is a member. The expenses amounted to PLN 2,046 thousand in the first six months of 2017 and PLN 1,709 thousand in the first six months of 2016.
The management personnel of the Group includes the Exchange Management Board and the Exchange Supervisory Board. The data presented in the table below are for all (current and former) members of the Exchange Management Board and the Exchange Supervisory Board who were in office in 2016 and 2017, respectively.
Table 13: Remuneration and benefits to the key management personnel of the Group
| Three-month period ended 30 June |
Six-month period ended 30 June |
|||
|---|---|---|---|---|
| 2017 (unaudited) |
2016 (unaudited) |
2017 (unaudited) |
2016 (unaudited) |
|
| Base salary | 479 | 833 | 1,195 | 1,650 |
| Holiday leave equivalent | 177 | 53 | 177 | 80 |
| Bonus - bonus bank* | (385) | 119 | (245) | 259 |
| Bonus - one-off payment* | (145) | 88 | (40) | 173 |
| Bonus - phantom shares* | (289) | 88 | (184) | 146 |
| Other benefits | 6 | 17 | 25 | 50 |
| Benefits after termination | - | 125 | - | 180 |
| Total remuneration of the Exchange Management Board |
(158) | 1,323 | 930 | 2,538 |
| Remuneration of the Exchange Supervisory Board |
113 | 124 | 232 | 257 |
| Total remuneration of the key management personnel |
(45) | 1,447 | 1,162 | 2,795 |
| * Negative bonus amounts in the three-month and s |
ix-month period ended 30 June 2017 repres | ent releas | e of |
provis ions for bonus es of the Exchange Management Board for 2016 at PLN 981 thous and (including one-of f payment of PLN 299 thous and, bonus bank of PLN 398 thous and, phantom s hares of PLN 284 thous and). No provis ions were releas ed in the s ame periods of 2016.
On 19 June 2017, the Ordinary General Meeting of GPW passed a resolution to distribute the Company's profit for 2016, including a payment of dividend in the total amount of PLN 90,240 thousand. The dividend per share is PLN 2.15. The dividend record date is 19 July 2017 and the dividend payment date is 2 August 2017.
The liability in respect of the dividend payment is presented under the Company's other current liabilities as at 30 June 2017. The dividend due to the State Treasury is PLN 31,580 thousand.
The activity of the Group shows no significant seasonality except for the revenue from the Commodity Market which shows seasonality during the year (the revenue of the first months of the year is higher than the revenue for the other quarters of the year).
These Condensed Consolidated Interim Financial Statements disclose information on segments based on components of the entity which are monitored by managers to make operating decisions. Operating segments are components of the entity for which discrete financial information is available and whose operating results are reviewed regularly by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess the Group's performance.
For management purposes, the Group is divided into segments based on the type of services provided. The three main reporting segments are as follows:
1) Financial Market segment, which covers the activity of the Group including organising trade in financial instruments on the exchange as well as related activities. The Group also engages in capital market education, promotion and information activities and organises an alternative trading system.
The Financial Market includes three subsegments:
The Financial Market segment includes the companies GPW S.A., BondSpot S.A., and GPW Benchmark S.A.
2) Commodity Market segment, which covers the activity of the Group including organising trade in commodities as well as related activities. The Group provides clearing and settlement on the commodity market through the company Warsaw Commodity Clearing House ("IRGiT") and offers exchange trade in commodities (electricity, gas) and operates the Register of Certificates of Origin of electricity through the company POLPX. The GPW Group also earns revenues from the activity of a trade operator on the electricity market.
The Commodity Market includes the following sub-segments:
The Commodity Market segment includes the POLPX Group.
3) The segment Other includes the company IAiR.
The accounting policies for the operating segments are the same as the accounting policies of the GPW Group.
The Management Board monitors separately the operating results of the segments to make decisions about resources to be allocated and assess the results of their allocation and performance. Each segment is assessed up to the level of net profit or loss.
Transaction prices of transactions between the operating segments are set at arm's length, as for transactions with non-related parties.
The Group's business segments focus their activities on the territory of Poland.
The tables below present a reconciliation of the data analysed by the Management Board of the parent entity with the data shown in these Condensed Consolidated Interim Financial Statements.
| Six-month period ended 30 June 2017 (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments |
Total segments and exclusions |
|
| Sales revenue: | 108,607 | 69,714 | 3,829 | 182,150 | (3,481) | 178,669 |
| To third parties | 108,294 | 69,714 | 661 | 178,669 | - | 178,669 |
| Sales between segments and intragroup transactions |
313 | - | 3,168 | 3,481 | (3,481) | - |
| Operating expenses: | (58,941) | (28,447) | (45) | (87,433) | 3,153 | (84,280) |
| including depreciation and amortisation |
(10,100) | (3,317) | - | (13,417) | - | (13,417) |
| Profit/(Loss) on sales | 49,666 | 41,267 | 3,784 | 94,717 | (328) | 94,389 |
| Profit/(Loss) on other operations |
(3,667) | (785) | - | (4,452) | (469) | (4,921) |
| Operating profit/(loss) | 45,999 | 40,482 | 3,784 | 90,265 | (797) | 89,468 |
| Profit/(Loss) on financial operations: |
(1,280) | 15,397 | 14 | 14,131 | (21,247) | (7,116) |
| interest income | 2,133 | 687 | 14 | 2,834 | (46) | 2,788 |
| dividend received | 1,266 | 20,000 | - | 21,266 | (21,266) | - |
| interest cost | (3,745) | (5,186) | - | (8,931) | 65 | (8,866) |
| Share of profit of associates | - | - | - | - | 4,540 | 4,540 |
| Profit before income tax | 44,719 | 55,879 | 3,798 | 104,396 (17,504) | 86,892 | |
| Income tax | (9,321) | (7,879) | - | (17,200) | - | (17,200) |
| Net profit | 35,398 | 48,000 | 3,798 | 87,196 (17,504) | 69,692 |
| As at 30 June 2017 | ||||||
|---|---|---|---|---|---|---|
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments* |
Total segments and exclusions |
|
| Total assets | 825,111 | 389,315 | 8,143 | 1,222,569 | (9,873) | 1,212,696 |
| Total liabilities | 389,145 | 136,164 | 4,531 | 529,840 | (41,735) | 488,105 |
| Net assets (assets - liabilities) |
435,966 | 253,151 | 3,612 | 692,729 | 31,862 | 724,591 |
s egment, as required for valuation under the equity method (PLN 162 million), net of the impact of cons olidation adjus tments (PLN 132 million).
| Six-month period ended 30 June 2016 (restated, unaudited) |
||||||
|---|---|---|---|---|---|---|
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments |
Total segments and exclusions |
|
| Sales revenue: | 87,673 | 67,045 | 1,684 | 156,402 | (910) | 155,492 |
| To third parties | 87,459 | 67,045 | 988 | 155,492 | - | 155,492 |
| Sales between segments and intragroup transactions |
214 | - | 696 | 910 | (910) | - |
| Operating expenses: | (60,010) | (24,611) | (441) | (85,062) | 915 | (84,148) |
| including depreciation and amortisation |
(10,330) | (2,484) | (97) | (12,911) | - | (12,911) |
| Profit/(Loss) on sales | 27,663 | 42,434 | 1,243 | 71,340 | 5 | 71,344 |
| Profit/(Loss) on other operations |
(380) | 317 | 44 | (19) | (39) | (58) |
| Operating profit/(loss) | 27,283 | 42,751 | 1,287 | 71,320 | (34) | 71,286 |
| Profit/(Loss) on financial operations: |
1,124 | (817) | 20 | 327 | 974 | 1,301 |
| interest income | 2,395 | 919 | 20 | 3,334 | - | 3,334 |
| interest cost | (3,766) | (1,813) | - | (5,579) | - | (5,579) |
| Share of profit of associates | - | - | - | - | (14) | (14) |
| Profit before income tax | 28,407 | 41,934 | 1,307 | 71,646 | 926 | 72,573 |
| Income tax | (5,327) | (8,611) | - | (13,938) | - | (13,938) |
| Net profit | 23,080 | 33,323 | 1,307 | 57,709 | 926 | 58,635 |
| As at 31 December 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments* |
Total segments and exclusions |
||||
| Total assets | 783,586 | 343,360 | 3,763 | 1,130,709 | 27,139 | 1,157,848 | |||
| Total liabilities | 294,079 | 119,644 | 15 | 413,738 | (1,142) | 412,596 | |||
| Net assets (assets - liabilities) |
489,507 | 223,716 | 3,748 | 716,971 | 28,281 | 745,252 |
s egment, as required for valuation under the equity method (PLN 160 million), net of the impact of cons olidation adjus tments (PLN 132 million).
| Three-month period ended 30 June 2017 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments |
Total segments and exclusions |
||
| Sales revenue: | 52,726 | 34,684 | 2,239 | 89,649 | (2,014) | 87,635 | |
| To third parties | 52,586 | 34,684 | 365 | 87,635 | - | 87,635 | |
| Sales between segments and intragroup transactions |
140 | - | 1,874 | 2,014 | (2,014) | - | |
| Operating expenses: | (26,957) | (12,517) | 26 | (39,448) | 1,683 | (37,765) | |
| including depreciation and amortisation |
(5,192) | (1,832) | - | (7,024) | - | (7,024) | |
| Profit/(Loss) on sales | 25,769 | 22,167 | 2,265 | 50,201 | (331) | 49,870 | |
| Profit/(Loss) on other operations |
(520) | 152 | - | (368) | (469) | (837) | |
| Operating profit/(loss) | 25,249 | 22,319 | 2,265 | 49,833 | (800) | 49,033 | |
| Profit/(Loss) on financial operations: |
498 | 19,800 | 3 | 20,301 | (21,260) | (959) | |
| interest income | 1,135 | 339 | 3 | 1,477 | (46) | 1,431 | |
| interest cost | (1,911) | (430) | - | (2,341) | 65 | (2,276) | |
| Share of profit of associates | - | - | - | - | 3,045 | 3,045 | |
| Profit before income tax | 25,747 | 42,119 | 2,268 | 70,134 (19,015) | 51,119 | ||
| Income tax | (4,890) | (4,274) | (9) | (9,173) | - | (9,173) | |
| Net profit | 20,857 | 37,845 | 2,259 | 60,961 (19,015) | 41,946 |
| Financial Market |
Commodity Market |
Other | Total segments | Exclusions and adjust ments |
Total segments and exclusions |
|
|---|---|---|---|---|---|---|
| Sales revenue: | 43,076 | 30,923 | 955 | 74,954 | (493) | 74,461 |
| To third parties | 42,971 | 30,923 | 567 | 74,461 | - | 74,461 |
| Sales between segments and intragroup transactions |
105 | - | 388 | 493 | (493) | - |
| Operating expenses: | (27,786) | (10,479) | (258) | (38,523) | 498 | (38,026) |
| including depreciation and amortisation |
(5,232) | (1,257) | (52) | (6,541) | - | (6,541) |
| Profit/(Loss) on sales | 15,290 | 20,444 | 697 | 36,431 | 5 | 36,435 |
| Profit/(Loss) on other operations |
32 | 124 | 39 | 195 | (39) | 156 |
| Operating profit/(loss) | 15,322 | 20,568 | 736 | 36,626 | (34) | 36,593 |
| Profit/(Loss) on financial operations: |
1,633 | (306) | 17 | 1,344 | 974 | 2,318 |
| interest income | 1,187 | 469 | 17 | 1,673 | - | 1,673 |
| interest cost | (1,880) | (907) | - | (2,787) | - | (2,787) |
| Share of profit of associates | - | - | - | - | 1,354 | 1,354 |
| Profit before income tax | 16,955 | 20,262 | 753 | 37,970 | 2,294 | 40,265 |
| Income tax | (3,005) | (4,143) | - | (7,147) | - | (7,147) |
| Net profit | 13,950 | 16,120 | 753 | 30,823 | 2,294 | 33,118 |
In 2011 – 2016, POLPX considered fees charged from Exchange Members on transactions concluded on the Property Rights Market, the Commodity Forward Instruments Market in Electricity and Gas and for the maintenance of the Register of Certificates of Origin (jointly "Fees") to be fees exempted from VAT.
POLPX's approach relied on an earlier opinion of an independent advisor which suggested that the VAT exemption was applicable to the Fees.
Following a detailed analysis of the issue in question, the POLPX Management Board decided in January 2017 to modify its tax policy applicable to the Fees, to treat them as subject to VAT at the basic rate, to correct VAT payments for the period from December 2011 to December 2016, and to treat income from such Fees earned as of January 2017 as taxable.
As a result of the decision, POLPX paid to the account of the tax office the amount of outstanding VAT to the extent of those tax liabilities which were not subject to limitation, for the Fees in that period, in a total amount of PLN 69,729 thousand on the basis of tax returns with corrections for each month, filed on 15 March 2017. At the same time, POLPX issued correction invoices for its counterparties and paid interest on outstanding tax liabilities according to a calculation as at 15 March 2017 using a reduced interest rate in the amount of PLN 10,652 thousand (including PLN 9,916 thousand for the years 2011-2016 and PLN 736 thousand for 2017). At the same time, POLPX exercised the right to adjust up to 100% of the amount of input VAT for the period from December 2011 to December 2016 with the VAT which was not deducted due to the applied sales ratio. The total correction of the input VAT was PL 1,412 thousand. The total amount paid to the tax office on 15 March 2017 was PLN 78,969 thousand.
The details of the recognition of the VAT correction for the years 2011-2016 were disclosed in Note 31 to the Consolidated Financial Statements of the GPW Group as at 31 December 2016.
On 3 April 2017, POLPX received a letter of the tax office concerning an increase of the interest rate applicable to the tax liabilities, which required POLPX to pay additional interest of PLN 3,841 thousand. This amount was recognised under financial expenses in the statement of comprehensive income for the six-month period ended 30 June 2017.
Following discussions conducted by the POLPX Management Board, POLPX's biggest counterparties have declared the intention to pay the correction invoices after obtaining a tax interpretation which confirms that they are eligible to deduct the input VAT under POLPX's correction invoices. Other counterparties should, as a rule, also be eligible to deduct VAT under the correction invoices in the current or future financial periods. Consequently, the correction should be neutral to POLPX's clients as the VAT under the correction invoices issued by POLPX should be fully deductible by the vast majority of POLPX's clients; in the opinion of the Management Board, this should ensure that the vast majority of the outstanding amounts will be paid.
In May 2017, POLPX received a positive interpretation from the National Tax Information Board, confirming the applicability of deduction of the VAT in correction invoices received by POLPX counterparties, which initiated the payment of the liabilities by all counterparty groups. As at 30 June 2017, PLN 36,041 thousand (51.68%) was paid out of the total amount of the correction invoices issued to the counterparties at PLN 69,729 thousand. As at 14 July 2017, the amount of paid liabilities was PLN 41,451 thousand (59.44%).
Furthermore, the POLPX Management Board has assessed the probability of receiving the payment of debt under the correction invoices in view of the fact that some entities no longer maintain ongoing relations with POLPX or have discontinued their activity.
As a result of this assessment, as at 31 December 2016, the Group did not recognise trade receivables resulting from the tax adjustment at PLN 3.5 million. That amount did not change as at 30 June 2017. The amount represents the best estimate of the Management Board as at the reporting date, based in particular on POLPX's assumed ability to receive the payments from its counterparties.
The table below presents the impact of the adjustments on the statement of comprehensive income for the six-month period ended 30 June 2016.
| Six-month period ended 30 June |
||||||
|---|---|---|---|---|---|---|
| 2016 (previously reported, unaudited) |
impact of changes |
2016 (restated, unaudited) |
||||
| Revenue | 155,492 | 155,492 | ||||
| Operating expenses | (84,148) | (84,148) | ||||
| Other income | 344 | 208 | 552 | |||
| Other expenses | (610) | (610) | ||||
| Operating profit | 71,078 | 208 | 71,286 | |||
| Financial income | 7,209 | 7,209 | ||||
| Financial expenses | (4,097) | (1,811) | (5,908) | |||
| Share of profit of associates | (14) | (14) | ||||
| Profit before income tax | 74,176 | (1,603) | 72,573 | |||
| Income tax expense | (13,898) | (40) | (13,938) | |||
| Profit for the period | 60,278 | (1,643) | 58,635 | |||
| Basic/Diluted earnings per share (PLN) |
1.44 | 1.40 |
The table below presents the impact of the adjustments on the statement of comprehensive income for the three-month period ended 30 June 2016.
Table 21: Impact of corrections on selected items of the statement of comprehensive income
| Three-month period ended 30 June |
||||||
|---|---|---|---|---|---|---|
| 2016 (previously reported, unaudited) |
impact of changes |
2016 (restated, unaudited) |
||||
| Revenue | 74,461 | 74,461 | ||||
| Operating expenses | (38,026) | (38,026) | ||||
| Other income | 100 | 104 | 204 | |||
| Other expenses | (46) | (46) | ||||
| Operating profit | 36,489 | 104 | 36,593 | |||
| Financial income | 5,246 | 5,246 | ||||
| Financial expenses | (2,022) | (906) | (2,928) | |||
| Share of profit of associates | 1,354 | 1,354 | ||||
| Profit before income tax | 41,067 | (802) | 40,265 | |||
| Income tax expense | (7,127) | (20) | (7,147) | |||
| Profit for the period | 33,940 | (822) | 33,118 | |||
| Basic/Diluted earnings per share (PLN) |
0.81 | 0.79 |
There were no events after the balance sheet date impacting these financial statements.
The Condensed Consolidated Interim Financial Statements are presented by the Management Board of the Warsaw Stock Exchange:
Michał Cieciórski – Vice-President of the Management Board ………………………………………
Jacek Fotek – Vice-President of the Management Board ………………………………………
Dariusz Kułakowski – Member of the Management Board ………………………………………
Signature of the person responsible for keeping the accounting records:
Sylwia Sawicka – Chief Accountant ………………………………………
Warsaw, 21 July 2017
for the six-month period ended on 30 June 2017
July 2017
| I. | SEPARATE STATEMENT OF FINANCIAL POSITION 2 | |
|---|---|---|
| II. | SEPARATE STATEMENT OF COMPREHENSIVE INCOME 4 | |
| III. | SEPARATE STATEMENT OF CASH FLOWS 5 | |
| IV. | SEPARATE STATEMENT OF CHANGES IN EQUITY 7 | |
| V. | NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS 9 | |
| 1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND DESCRIPTION OF THE MAIN ACCOUNTING POLICIES 9 |
||
| 2. PROPERTY, PLANT AND EQUIPMENT 10 | ||
| 3. INTANGIBLE ASSETS 10 | ||
| 4. INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND OTHER ENTITIES 11 | ||
| 5. PROVISIONS AND IMPAIRMENT LOSSES FOR ASSETS 11 | ||
| 6. RELATED PARTY TRANSACTIONS 11 | ||
| 7. DIVIDEND 12 | ||
| 8. EVENTS AFTER THE BALANCE SHEET DATE 12 | ||
| Note | 30 June 2017 (unaudited) |
31 December 2016 |
|---|---|---|
| 466,977 | 472,942 | |
| 2 | 97,470 | 101,034 |
| 3 | 71,444 | 75,918 |
| 4 | 36,959 | 36,959 |
| 4 | 254,985 | 254,985 |
| 278 | 288 | |
| 5,841 | 3,758 | |
| 337,304 | 291,788 | |
| 53 | 58 | |
| 38,198 | 23,941 | |
| 6.2 | 10,046 | - |
| 289,007 | 267,789 | |
| 764,730 | ||
| As at 804,281 |
| As at | |||
|---|---|---|---|
| Note | 30 June 2017 (unaudited) |
31 December 2016 |
|
| Equity | 418,252 | 472,102 | |
| Share capital | 63,865 | 63,865 | |
| Other reserves | (114) | (114) | |
| Retained earnings | 354,501 | 408,351 | |
| Non-current liabilities | 252,174 | 136,794 | |
| Liabilities on bonds issue | 243,378 | 123,459 | |
| Employee benefits payable | 5 | 1,296 | 1,435 |
| Deferred tax liability | 5,276 | 9,676 | |
| Other non-current liabilities | 2,224 | 2,224 | |
| Current liabilities | 133,855 | 155,834 | |
| Liabilities on bonds issue | 1,895 | 122,882 | |
| Trade payables | 2,727 | 4,297 | |
| Employee benefits payable | 5 | 4,895 | 6,490 |
| Corporate income tax payable | 6,822 | 14,445 | |
| Accruals and deferred income | 23,903 | 1,712 | |
| Provisions for other liabilities and charges | 317 | 317 | |
| Other current liabilities | 7 | 93,296 | 5,691 |
| TOTAL EQUITY AND LIABILITIES | 804,281 | 764,730 |
| Three-month period ended 30 June |
Six-month period ended 30 June |
|||
|---|---|---|---|---|
| 2017 (unaudited) |
2016 (unaudited) |
2017 (unaudited) |
2016 (unaudited) |
|
| Revenue | 50,900 | 40,885 | 104,452 | 83,216 |
| Operating expenses | (24,557) | (25,173) | (54,031) | (54,878) |
| Other income | 303 | 55 | 501 | 190 |
| Other expenses | (808) | (24) | (4,177) | (571) |
| Operating profit | 25,838 | 15,743 | 46,745 | 27,957 |
| Financial income | 2,353 | 3,550 | 3,302 | 4,977 |
| Financial expenses | (1,921) | (1,994) | (4,692) | (4,011) |
| Profit before income tax | 26,270 | 17,299 | 45,355 | 28,923 |
| Income tax expense | (4,718) | (2,967) | (8,966) | (5,226) |
| Profit for the period | 21,552 | 14,332 | 36,389 | 23,697 |
| Effective portion of change of fair value of cash flow hedges |
- | 156 | - | 163 |
| Items that may be reclassified to profit or loss |
- | 156 | - | 163 |
| Other comprehensive income after tax |
- | 156 | - | 163 |
| Total comprehensive income | 21,552 | 14,488 | 36,389 | 23,860 |
| Six-month period ended 30 June |
||
|---|---|---|
| 2017 (unaudited) |
2016 (unaudited) |
|
| Cash flows from operating activities: | 39,248 | 58,125 |
| C ash generated from operation before tax |
66,794 | 61,091 |
| Net profit of the period | 36,389 | 23,697 |
| Adjustments: | 30,405 | 37,394 |
| Income tax | 8,966 | 5,226 |
| Depreciation of property, plant and equipment | 4,673 | 4,979 |
| Amortisation of intangible assets | 5,039 | 4,955 |
| Foreign exchange (gains)/losses | 212 | (129) |
| (Profit)/Loss on sale of property, plant and equipment and intangible assets |
(13) | 15 |
| Gains or losses on revaluation of investments in other entities |
11 | - |
| Financial (income)/expense of available-for-sale financial assets |
- | (8) |
| Financial income from dividends | (1,266) | (2,090) |
| Income from interest on deposits | (2,031) | (2,276) |
| Income on loans granted | (46) | - |
| Interest, cost and premium on issued bonds | 3,486 | 4,003 |
| Change of non-current prepayments | (2,083) | (306) |
| Other | (140) | 203 |
| Change in current assets and liabilities: | 13,597 | 22,822 |
| (Increase)/Decrease of inventories | 8 | 51 |
| (Increase)/Decrease of trade and other receivables |
(6,574) | 1,654 |
| Increase/(Decrease) of trade payables | (1,573) | 1,345 |
| Increase/(Decrease) of employee benefits payable |
(1,596) | 36 |
| Increase/(Decrease) of accruals and deferred income |
22,193 | 20,455 |
| Increase/(Decrease) of other liabilities (excluding investment liabilities and dividend payable) |
1,139 | (720) |
| Income tax (paid)/refunded | (27,546) | (2,966) |
| Six-month period ended 30 June |
||
|---|---|---|
| 2017 (unaudited) |
2016 (unaudited) |
|
| Cash flows from investing activities: | (13,265) | (2,829) |
| Purchase of property, plant and equipment and advances for property, plant and equipment |
(4,037) | (3,343) |
| Purchase of intangible assets and advances for intangible assets |
(1,835) | (1,961) |
| Proceeds from sale of property, plant and equipment and intangible assets |
474 | 50 |
| Loans granted | (10,000) | - |
| Interest received | 2,031 | 2,276 |
| Dividends received | 102 | 150 |
| Cash flows from financing activities: | (4,553) | (3,770) |
| Paid interest | (3,998) | (3,770) |
| Proceeds from bond issue | 119,929 | - |
| Buy-back of bonds issued | (120,484) | - |
| Net (decrease)/increase in cash and cash equivalents |
21,430 | 51,526 |
| Impact of fx rates on cash balance in currencies | (212) | 129 |
| Cash and cash equivalents - opening balance | 267,789 | 235,560 |
| Cash and cash equivalents - closing balance | 289,007 | 287,215 |
| Share capital | Other reserves |
Retained earnings |
Total equity | |
|---|---|---|---|---|
| As at 31 December 2016 | 63,865 | (114) | 408,351 | 472,102 |
| Dividends | - | - | (90,239) | (90,239) |
| Transactions with owners recognised directly in equity |
- | - | (90,239) | (90,239) |
| Profit for the six-month period ended 30 June 2017 |
- | - | 36,389 | 36,389 |
| Total comprehensive income for the six-month period ended 30 June 2017 (unaudited) |
- | - | 36,389 | 36,389 |
| As at 30 June 2017 (unaudited) |
63,865 | (114) | 354,501 | 418,252 |
| Share capital | Other reserves |
Retained earnings |
Total equity | |
|---|---|---|---|---|
| As at 31 December 2015 | 63,865 | (304) | 391,320 | 454,881 |
| Dividends | - | - | (99,054) | (99,054) |
| Transactions with owners recognised directly in equity |
- | - | (99,054) | (99,054) |
| Profit for the year ended 31 December 2016 |
- | - | 116,085 | 116,085 |
| Other comprehensive income | - | 189 | - | 189 |
| Total comprehensive income for the year ended 31 December 2016 |
- | 189 | 116,085 | 116,274 |
| As at 31 December 2016 | 63,865 | (114) | 408,351 | 472,102 |
| Share capital | Other reserves |
Retained earnings |
Total equity | |
|---|---|---|---|---|
| As at 31 December 2015 | 63,865 | (304) | 391,320 | 454,881 |
| Dividends | - | - | (99,054) | (99,054) |
| Transactions with owners recognised directly in equity |
- | - | (99,054) | (99,054) |
| Profit for the six-month period ended 30 June 2016 |
- | - | 23,697 | 23,697 |
| Other comprehensive income | - | 163 | - | 163 |
| Total comprehensive income for the six-month period ended 30 June 2016 (unaudited) |
- | 163 | 23,697 | 23,860 |
| As at 30 June 2016 (unaudited) |
63,865 | (141) | 315,963 | 379,687 |
These Condensed Separate Interim Financial Statements of Giełda Papierów Wartościowych w Warszawie S.A. have been prepared according to the International Accounting Standard 34 "Interim Financial Reporting" approved by the European Union.
In the opinion of the Management Board, in the notes to the Condensed Separate Interim Financial Statements of Giełda Papierów Wartościowych w Warszawie S.A., GPW included all material information necessary for the proper assessment of the assets and the financial position of the Company as at 30 June 2017 and its financial results in the period from 1 January 2017 to 30 June 2017.
These Condensed Separate Interim Financial Statements have been prepared on the assumption that the Company will continue as a going concern in the foreseeable future. As at the date of preparation of these Condensed Separate Interim Financial Statements, in the opinion of the Management Board of the Company, there are no circumstances indicating any threats to GPW's ability to continue operations.
The Company has prepared the Condensed Separate Interim Financial Statements in accordance with the same accounting policies as those described in the audited Financial Statements for the year ended 31 December 2016 other than for changes resulting from the application of new standards as described below. The Condensed Separate Interim Financial Statements for the six-month period ended 30 June 2017 should be read in conjunction with the audited Separate Financial Statements for the year ended 31 December 2016.
The following amendments of existing standards adopted by the European Union are effective for the financial statements of the Group for the financial year started on 1 January 2017:
According to the Company's assessment, these interpretations and amendments to the standards have no material impact on the Condensed Separate Interim Financial Statements.
The critical accounting estimates and judgements used by the Management Board in the application of the Company's accounting policy and the key sources of uncertainty were the same as those used in the Separate Financial Statements as at 31 December 2016, other than the judgements concerning fees covering the cost of capital market supervision described in Note 6.1.
| Period of | |||
|---|---|---|---|
| 6 months ended 30 June 2017 (unaudited) |
12 months ended 31 December 2016 |
||
| Net carrying value - opening balance | 101,034 | 94,773 | |
| Additions | 1,110 | 16,172 | |
| Disposals | (1) | (465) | |
| Depreciation charge | (4,673) | (9,446) | |
| Net carrying value - closing balance | 97,470 | 101,034 |
Contracted investment commitments for property, plant and equipment were PLN 502 thousand as at 30 June 2017, including mainly modernisation of the access control system and restructuring of GPW offices.
Contracted investment commitments for property, plant and equipment were PLN 811 thousand as at 31 December 2016, including mainly restructuring of GPW offices.
Table 2: Change of the net carrying value of intangible assets by category
| Period of | |||
|---|---|---|---|
| 6 months ended 30 June 2017 (unaudited) |
12 months ended 31 December 2016 |
||
| Net carrying value - opening balance | 75,918 | 81,601 | |
| Additions | 1,025 | 4,211 | |
| Disposals | (460) | - | |
| Amortisation charge | (5,039) | (9,894) | |
| Net carrying value - closing balance | 71,444 | 75,918 |
Contracted investment commitments for intangible assets amounted to PLN 62 thousand as at 30 June 2017 and related mainly to the implementation of the budgeting module in the financial and accounting system.
Contracted investment commitments for intangible assets amounted to PLN 527 thousand as at 31 December 2016 and related mainly to:
As at 30 June 2017 and as at 31 December 2016, the Company held interest in the following subsidiaries:
As at 30 June 2017 and as at 31 December 2016, the Company held interest in the following associates:
In the period from 1 January 2017 to 30 June 2017, impairment losses for assets were adjusted as follows:
impairment allowances for receivables: an increase of PLN 408 thousand (provision additions of PLN 634 thousand, releases of PLN 142 thousand, receivables were written off as unenforceable at PLN 84 thousand).
Furthermore, in the period from 1 January 2017 to 30 June 2017, there were the following changes in estimates relating to provisions:
provisions against employee benefits (mainly annual bonuses) were reduced by PLN 1,733 thousand (usage of PLN 4,505 thousand, provision additions of PLN 3,772 thousand, releases of PLN 1,000 thousand,).
The Regulation of the Minister of Finance which determines among others the calculation method as well as the terms and conditions of the payment of fees by relevant entities to the Polish Financial Supervision Authority took effect as of 1 January 2016. According to the Regulation, the Chairperson of the Polish Financial Supervision Authority publishes the rates and the indicators necessary to calculate the fees in a public communique promulgated in the Official Journal of the Polish Financial Supervision Authority by 31 August of each calendar year. On that basis, the entities obliged to pay the fee will calculate the final amount of the annual fee due for the year and pay the fee by 30 September of the calendar year.
In the six-month period ended 30 June 2017, the operating expenses of GPW included an estimated amount of the annual fee at PLN 6,260 thousand. The fee charged to the expenses of GPW in the six-month period ended 30 June 2016 was PLN 6,613 thousand.
On 11 May 2017, the Warsaw Stock Exchange granted a loan to the Polish Power Exchange for the financing of payments to the Tax Office in connection with the amendment of POLPX's VAT policy applicable to certain services and the correction of VAT payments in the period from December 2011 to December 2016, inclusive.
The loan matures on 31 March 2018 and bears interest at WIBOR 1M plus a margin of 1.4% per annum. The loan stood at PLN 10,046 thousand as at 30 June 2017.
On 18 May 2017, the Ordinary General Meeting of Centrum Giełdowe S.A. decided to allocate a part of the profit equal to PLN 413 thousand to a dividend payment. The dividend attributable to GPW is PLN 102 thousand. The dividend was paid on 31 May 2017.
On 14 June 2017, the Ordinary General Meeting of BondSpot decided to allocate a part of the profit equal to PLN 1,200 thousand to a dividend payment. The dividend attributable to GPW was PLN 1,164 thousand as at 30 June 2017. The dividend payment date is 21 July 2017.
On 28 September 2016, the following companies:
entered into a notarised agreement creating the GPW Tax Group ("GPW TG" or "TG") for a period of three tax years from 1 January 2017 to 31 December 2019.
The companies participating in TG are not treated individually but collectively as one corporate income taxpayer under the Corporate Income Tax Act. Such taxpayer's income is determined as the surplus of the sum of incomes of the companies participating in TG over the sum of their losses.
As the Company Representing the Tax Group, Giełda Papierów Wartościowych w Warszawie S.A. is responsible for the calculation and payment of quarterly corporate income tax advances of the Tax Group pursuant to the Corporate Income Tax Act. The amount of GPW's receivables due from the associates participating in TG in respect of income tax paid on behalf of such associates was PLN 6,517 thousand as at 30 June 2017, presented under "Trade and other receivables" in the Statement of Financial Position.
On 19 June 2017, the Ordinary General Meeting of GPW passed a resolution to distribute the Company's profit for 2016, including a payment of dividend in the total amount of PLN 90,240 thousand. The dividend per share is PLN 2.15. The dividend record date is 19 July 2017 and the dividend payment date is 2 August 2017.
The liability in respect of the dividend payment is presented under the Company's other current liabilities as at 30 June 2017. The dividend due to the State Treasury is PLN 31,580 thousand.
There were no events after the balance sheet date, i.e., 30 June 2017, impacting these Condensed Separate Interim Financial Statements of GPW for the six-month period ended 30 June 2017.
The separate financial statements are presented by the Management Board of the Warsaw Stock Exchange:
Michał Cieciórski – Vice-President of the Management Board ………………………………………
Jacek Fotek – Vice-President of the Management Board ………………………………………
Dariusz Kułakowski – Member of the Management Board ………………………………………
Signature of the person responsible for keeping the accounting records:
Sylwia Sawicka – Chief Accountant ………………………………………
Warsaw, 21 July 2017
The Management Board of the Warsaw Stock Exchange declares that the registered audit firm performing the audit of the Condensed Separate Financial Statements of the Warsaw Stock Exchange for the six-month period ended 30 June 2017 and the Condensed Consolidated Financial Statements of the Warsaw Stock Exchange Group for the six-month period ended 30 June 2017 has been appointed pursuant to the binding regulations. The audit firm and the certified auditors performing the audit meet the requirements necessary for issuing an objective and independent audit opinion on the separate and the consolidated financial statement, pursuant to the binding provisions of the law and professional standards.
Michał Cieciórski Jacek Fotek Vice-President of the Management Board Vice-President of the Management Board
Dariusz Kułakowski Member of the Management Board
Warsaw, 21 st July 2017
The Management Board of the Warsaw Stock Exchange declares to the best of its knowledge that:
Michał Cieciórski Jacek Fotek Vice-President of the Management Board Vice-President of the Management Board
Dariusz Kułakowski Member of the Management Board
Warsaw, 21 st July 2017
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