Quarterly Report • Sep 28, 2023
Quarterly Report
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| Consolidated financial highlights 3 |
|---|
| Interim condensed consolidated statement of comprehensive income 4 |
| Interim condensed consolidated statement of financial position 5 |
| Interim condensed consolidated statement of financial position (continued) 6 |
| Interim condensed consolidated statement of changes in equity 7 |
| Interim condensed consolidated statement of cash flows 8 |
| Supplementary information to the interim condensed consolidated financial statements 9 |
| 1. Description of the Group 9 |
| 1.1. Organisational structure of the Grupa Azoty Group 9 1.2. Changes in the Group's structure12 |
| 2. Basis of accounting used in preparing the interim condensed consolidated financial statements13 2.1. Statement of compliance and basis of accounting 13 2.2. Accounting policies and data presentation13 |
| 3. Selected additional information and notes 17 3.1. Business segment reporting 17 |
| 3.2. Impairment testing 24 |
| 3.3. Dividend25 |
| 3.4. Seasonality of operations 25 |
| 3.5. Execution of Waiver and Amendment Letters 25 |
| 3.6. Impact of the war in Ukraine26 3.7. Information on sanctions 27 |
| 3.8. Other information 28 |
| 3.9. Notes 29 |
| Note 1. Revenue from contracts with customers 29 |
| Note 2. Operating expenses 32 |
| Note 3. Other income32 |
| Note 4. Other expenses 33 |
| Note 5. Finance income 33 Note 6. Finance costs 34 |
| Note 7. Income tax34 |
| Note 7.1. Income tax expense disclosed in the statement of profit or loss34 |
| Note 7.2. Effective tax rate 35 |
| Note 7.3. Income tax expense disclosed in other comprehensive income 35 |
| Note 7.4. Deferred tax assets and liabilities 36 |
| Note 8. Earnings per share37 |
| Note 9. Property, plant and equipment38 Note 10. Right-of-use assets 40 |
| Note 11. Intangible assets40 |
| Note 12. Property rights40 |
| Note 12.1. CO2 emission allowances41 |
| Note 13. Trade and other receivables41 |
| Note 14. Cash 41 |
| Note 15. Borrowings 42 |
| Note 16. Other financial liabilities43 Note 17. Employee benefit obligations43 |
| Note 18. Provisions44 |
| Note 19. Government grants44 |
| Note 20. Other material changes in the statement of financial position44 |
| Note 21. Financial instruments44 |
| Note 22. Contingent liabilities, contingent assets, sureties and guarantees 50 |
| Note 23. Related-party transactions50 |
| Note 24. Investment commitments 51 Note 25. Accounting estimates and assumptions 51 |
| Note 26. Events after the reporting date 52 |
| (PLN '000) | (EUR '000) | |||||
|---|---|---|---|---|---|---|
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
|||
| Revenue | 7,386,299 | 13,236,932 | 1,601,192 | 2,851,128 | ||
| Operating (loss)/profit | (1,403,183) | 2,214,332 | (304,180) | 476,949 | ||
| (Loss)/profit before tax | (1,282,871) | 2,034,587 | (278,099) | 438,234 | ||
| Net (loss)/profit Comprehensive income for the |
(1,098,421) | 1,681,960 | (238,114) | 362,281 | ||
| period | (1,148,034) | 2,003,259 | (248,869) | 431,486 | ||
| Number of shares Earnings/(loss) per |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 | ||
| ordinary share (PLN) | (10.74) | 15.82 | (2.33) | 3.41 | ||
| Net cash from operating activities | 2,359,164 | 1,424,590 | 511,416 | 306,845 | ||
| Net cash from investing activities | (1,530,822) | (1,368,343) | (331,850) | (294,730) | ||
| Net cash from financing activities | (805,784) | (1,558,335) | (174,677) | (335,653) | ||
| Total net cash flows Cash and cash equivalents at |
22,558 | (1,502,088) | 4,890 | (323,538) | ||
| beginning of period Cash and cash equivalents at |
1,376,541 | 2,362,193 | 298,405 | 508,797 | ||
| end of period | 1,405,681 | 866,981 | 304,722 | 186,741 | ||
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|||
| Non-current assets | 18,115,849 | 16,948,753 | 4,070,703 | 3,613,884 | ||
| Current assets | 7,904,016 | 8,916,891 | 1,776,064 | 1,901,297 | ||
| Non-current liabilities | 5,894,230 | 7,294,419 | 1,324,457 | 1,555,346 | ||
| Current liabilities | 11,330,491 | 8,614,858 | 2,546,006 | 1,836,896 | ||
| Equity | 8,795,144 | 9,956,367 | 1,976,304 | 2,122,938 | ||
| Share capital | 495,977 | 495,977 | 111,448 | 105,754 | ||
| Non-controlling interests | 972,365 | 1,021,718 | 218,494 | 217,855 |
Selected items of the statement of comprehensive income, statement of financial position and statement of cash flows were translated into the euro using the generally applicable method described below:
in the period January 1st–June 30th 2022, the average exchange rate was EUR 1 = PLN 4.6427.
The translation was made using the exchange rates specified above by dividing amounts expressed in thousands of the złoty by the exchange rate.
| For the period Jan 1 − |
For the period Jan 1 − |
For the period Apr 1 − |
For the period Apr 1 − |
||
|---|---|---|---|---|---|
| Note | Jun 30 2023 | Jun 30 2022 | Jun 30 2023 | Jun 30 2022 | |
| unaudited | unaudited | unaudited | unaudited | ||
| Profits and losses | |||||
| Revenue | 1 | 7,386,299 | 13,236,932 | 3,490,846 | 6,409,769 |
| Cost of sales | 2 | (8,059,305) | (9,933,960) | (3,856,051) | (4,778,729) |
| Gross (loss)/profit | (673,006) | 3,302,972 | (365,205) | 1,631,040 | |
| Selling and distribution expenses | 2 | (474,111) | (612,279) | (221,830) | (309,276) |
| Administrative expenses | 2 | (487,065) | (465,709) | (240,821) | (252,515) |
| Other income | 3 | 307,200 | 42,717 | 55,869 | 28,289 |
| Other expenses | 4 | (76,201) | (53,369) | (35,170) | (38,351) |
| Operating (loss)/profit | (1,403,183) | 2,214,332 | (807,157) | 1,059,187 | |
| Finance income | 5 | 315,783 | 16,329 | 224,844 | 11,742 |
| Finance costs | 6 | (208,601) | (203,935) | (124,359) | (131,534) |
| Net finance income/(costs) | 107,182 | (187,606) | 100,485 | (119,792) | |
| Share of profit of equity-accounted | |||||
| investees | 13,130 | 7,861 | 7,201 | 4,410 | |
| (Loss)/profit before tax | (1,282,871) | 2,034,587 | (699,471) | 943,805 | |
| Income tax Net (loss)/profit |
7 | 184,450 (1,098,421) |
(352,627) 1,681,960 |
156,354 (543,117) |
(144,215) 799,590 |
| Other comprehensive income Actuarial (losses)/gains from defined |
|||||
| benefit plans | (24,040) | 19,372 | (24,040) | 19,372 | |
| Losses on remeasurement of equity | |||||
| instruments at fair value through | |||||
| other comprehensive income | - | (2,569) | - | (2,569) | |
| Tax on items that will not be | |||||
| reclassified to profit or loss | 7.3 | 4,463 | (3,134) | 4,463 | (3,134) |
| Items that will not be reclassified to | |||||
| profit or loss | (19,577) | 13,669 | (19,577) | 13,669 | |
| Cash flow hedges – effective portion | |||||
| of fair-value change | 32,543 | 271,086 | 60,106 | 95,304 | |
| Translation reserve | (54,778) | 34,617 | (58,584) | 6,322 | |
| Income tax relating to items that are | |||||
| or will be reclassified to profit or loss | 7.3 | (7,801) | 1,927 | (6,794) | 405 |
| Items that are or may be reclassified | |||||
| to profit or loss | (30,036) | 307,630 | (5,272) | 102,031 | |
| Total other comprehensive income | (49,613) | 321,299 | (24,849) | 115,700 | |
| Comprehensive income for the period | (1,148,034) | 2,003,259 | (567,966) | 915,290 | |
| Net (loss)/profit attributable to: | |||||
| Owners of the parent | (1,065,710) | 1,569,399 | (543,962) | 715,806 | |
| Non-controlling interests | (32,711) | 112,561 | 845 | 83,784 | |
| Comprehensive income for period | |||||
| attributable to: | |||||
| Owners of the parent | (1,111,870) | 1 835,004 | (571,856) | 811,932 | |
| Non-controlling interests | (36,164) | 168,255 | 3,890 | 103,358 | |
| (Loss)/earnings per share: Basic (PLN) |
8 | (10.74) | 15.82 | (5.48) | 7.22 |
| Diluted (PLN) | 8 | (10.74) | 15.82 | (5.48) | 7.22 |
| Note | As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 9 | 14,412,897 | 13,392,162 |
| Right-of-use assets | 10 | 786,639 | 758,713 |
| Investment property | 71,727 | 66,613 | |
| Intangible assets | 11 | 928,285 | 971,484 |
| Goodwill | 289,481 | 305,016 | |
| Shares | 10,172 | 10,172 | |
| Equity-accounted investees | 90,214 | 95,436 | |
| Other financial assets | 3,842 | 3,961 | |
| Derivative financial instruments | 21 | 394,360 | 383,800 |
| Other receivables | 13 | 661,655 | 629,999 |
| Deferred tax assets | 7.4 | 466,059 | 330,889 |
| Other non-current assets | 518 | 508 | |
| Total non-current assets | 18,115,849 | 16,948,753 | |
| CURRENT ASSETS | |||
| Inventories | 2,605,887 | 3,444,385 | |
| Property rights | 12 | 2,204,890 | 2,009,349 |
| Derivative financial instruments | 21 | 3,813 | 3,122 |
| Other financial assets | 2,009 | 1,998 | |
| Current tax assets | 69,439 | 33,719 | |
| Trade and other receivables | 13 | 1,592,115 | 2,026,024 |
| Cash and cash equivalents | 14 | 1,405,681 | 1,376,541 |
| Other current assets | 20,182 | 21,753 | |
| Total current assets | 7,904,016 | 8,916,891 | |
| TOTAL ASSETS | 26,019,865 | 25,865,644 |
| Note | As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|---|
| EQUITY | |||
| Share capital | 495,977 | 495,977 | |
| Share premium | 2,418,270 | 2,418,270 | |
| Hedging reserve | 311,555 | 285,136 | |
| Translation reserve | 32,683 | 87,421 | |
| Other capital reserves | (17,700) | (17,700) | |
| Retained earnings | 4,581,994 | 5,665,545 | |
| Equity attributable to owners of the parent | 7,822,779 | 8,934,649 | |
| Non-controlling interests | 972,365 | 1,021,718 | |
| Total equity | 8,795,144 | 9,956,367 | |
| LIABILITIES | |||
| Borrowings | 15 | 3,584,290 | 4,971,706 |
| Lease liabilities | 391,035 | 360,957 | |
| Other financial liabilities | 16 | 678,324 | 682,818 |
| Employee benefit obligations | 17 | 469,344 | 439,656 |
| Trade and other payables | 19,354 | 17,887 | |
| Provisions | 18 | 240,693 | 241,007 |
| Government grants | 19 | 188,111 | 193,896 |
| Deferred tax liabilities | 7.4 | 323,079 | 386,492 |
| Total non-current liabilities | 5,894,230 | 7,294,419 | |
| Borrowings | 15 | 4,227,386 | 689,738 |
| Derivative financial instruments | 21 | 453 | - |
| Lease liabilities | 69,051 | 71,629 | |
| Other financial liabilities | 16 | 2,301,289 | 1,290,942 |
| Employee benefit obligations | 17 | 53,234 | 54,801 |
| Current tax liabilities | 43,819 | 243,545 | |
| Trade and other payables | 3,316,339 | 6,141,011 | |
| Provisions | 18 | 87,962 | 94,345 |
| Government grants | 19 | 1,230,958 | 28,847 |
| Total current liabilities | 11,330,491 | 8,614,858 | |
| Total liabilities | 17,224,721 | 15,909,277 | |
| TOTAL EQUITY AND LIABILITIES | 26,019,865 | 25,865,644 |
For the period ended June 30th 2023
| Share capital |
Share premium |
Hedging reserve | Translation reserve |
Other capital reserves |
Retained earnings |
Equity attributable to owners of the parent |
Non-controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|
| As at Jan 1 2023 | 495,977 | 2,418,270 | 285,136 | 87,421 | (17,700) | 5,665,545 | 8,934,649 | 1,021,718 | 9,956,367 |
| Profit or loss and other comprehensive income |
|||||||||
| Net loss | - | - | - | - | (1,065,710) | (1,065,710) | (32,711) | (1,098,421) | |
| Other comprehensive income | - | - | 26,419 | (54,738) | - | (17,841) | (46,160) | (3,453) | (49,613) |
| Comprehensive income for the period | - | - | 26,419 | (54,738) | - | (1,083,551) | (1,111,870) | (36,164) | (1,148,034) |
| Transactions with owners, recognised directly in equity |
|||||||||
| Dividends | - | - | - | - | - | - | - | (13,189) | (13,189) |
| Balance as at Jun 30 2023 (unaudited) | 495,977 | 2,418,270 | 311,555 | 32,683 | (17,700) | 4,581,994 | 7,822,779 | 972,365 | 8,795,144 |
| As at Jan 1 2022 | 495,977 | 2,418,270 | (58,403) | 54,936 | (17,700) | 5,048,783 | 7,941,863 | 990,304 | 8,932,167 |
| Profit or loss and other comprehensive income |
|||||||||
| Net profit | - | - | - | - | 1,569,399 | 1,569,399 | 112,561 | 1,681,960 | |
| Other comprehensive income | - | - | 217,667 | 34,655 | - | 13,283 | 265,605 | 55,694 | 321,299 |
| Comprehensive income for the period | - | - | 217,667 | 34,655 | - | 1,582,682 | 1,835,004 | 168,255 | 2,003,259 |
| Transactions with owners, recognised directly in equity |
|||||||||
| Dividends Changes in ownership interests in subsidiaries |
- | - | - | - | - | - | - | (15,703) | (15,703) |
| Changes in the Group | - | - | - | - | - | 116 | 116 | (116) | - |
| Balance as at Jun 30 2022 (unaudited) | 495,977 | 2,418,270 | 159,264 | 89,591 | (17,700) | 6,631,581 | 9,776,983 | 1,142,740 | 10,919,723 |
| For the period Jan 1 − |
For the period Jan 1 − |
|
|---|---|---|
| Jun 30 2023 unaudited |
Jun 30 2022 unaudited |
|
| Cash flows from operating activities | ||
| (Loss)/profit before tax | (1,282,871) | 2,034,587 |
| Depreciation and amortisation | 397,515 | 359,136 |
| (Reversal)/Recognition of impairment losses | (11,640) | 1,431 |
| Gain on investing activities | (536) | (2,089) |
| Gain on disposal of financial assets | - | (47) |
| Share of profit of equity-accounted investees | (13,129) | (7,861) |
| Interest, foreign exchange gains or losses | 113,299 | 60,401 |
| Dividends | (35) | - |
| Fair value gain on financial assets | (14,172) | (68,655) |
| Decrease/(increase) in trade and other receivables | 580,260 | (122,396) |
| Decrease/(increase) in inventories and property rights | 622,651 | (1,061,496) |
| Increase/(decrease) in trade and other payables | 1,044,018 | (554,545) |
| Increase in provisions | 202 | 11,927 |
| Increase/(decrease) in employee benefit obligations | 7,550 | (12,375) |
| Increase in grants | 1,188,825 | 947,935 |
| Other adjustments | (32,791) | (5,207) |
| Income tax paid | (239,982) | (156,156) |
| Net cash from operating activities | 2,359,164 | 1,424,590 |
| Cash flows from investing activities Proceeds from sale of intangible assets, property, |
||
| plant and equipment, and investment property Purchase of intangible assets, property, |
1,555 | 17,751 |
| plant and equipment, and investment property Dividend received |
(1,531,082) 35 |
(1,381,223) - |
| Acquisition of other financial assets | (1,230) | (1,992) |
| Proceeds from sale of other financial assets | 1,230 | 1,992 |
| Other cash provided by (used in) investing activities | (1,330) | (4,871) |
| Net cash from investing activities | (1,530,822) | (1,368,343) |
| Cash flows from financing activities | ||
| Proceeds from borrowings | 2,496,679 | 1,012,679 |
| Repayment of borrowings | (232,343) | (566,464) |
| Interest paid | (193,482) | (69,508) |
| Payment of lease liabilities | (41,667) | (35,395) |
| Payment of reverse factoring liabilities | (2,836,997) | (1,904,727) |
| Other financing cash proceeds/(disbursements) | 2,026 | 5,080 |
| Net cash from financing activities | (805,784) | (1,558,335) |
| Total net cash flows | 22,558 | (1,502,088) |
| Cash and cash equivalents at beginning of period | 1,376,541 | 2,362,193 |
| Effect of exchange rate fluctuations on cash held | 6,582 | 6,876 |
| Cash and cash equivalents at end of period | 1,405,681 | 866,981 |
As at June 30th 2023, the Grupa Azoty Group (the "Grupa Azoty Group", the "Group") comprised Grupa Azoty Spółka Akcyjna as the Parent (the "Parent", the "Company") and its direct and indirect subsidiaries. The direct subsidiaries are presented in the chart below.

The Group's principal business is in particular the processing of nitrogen products, manufacture and sale of fertilizers, manufacture and sale of plastics, manufacture and sale of oxo alcohols, manufacture and sale of titanium white, manufacture and sale of melamine, production of sulfur and processing of sulfur products. The Parent was entered in the Register of Businesses in the National Court Register (entry No. KRS 0000075450) on December 28th 2001, pursuant to a decision of the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, dated December 28th 2001. The Parent's REGON number for public statistics purposes is 850002268.
As of April 22nd 2013, the Parent trades under the name Grupa Azoty Spółka Akcyjna (abbreviated to Grupa Azoty S.A.).
The Parent and the Group companies were incorporated for an indefinite period.
| Name | Entity holding shares |
Interest held |
Share capital | Consolidatio n method |
|
|---|---|---|---|---|---|
| 1. | Grupa Azoty S.A. | Parent | PLN 495,977 | Parent | |
| thousand | |||||
| 2. | COMPO EXPERT Holding GmbH | GASA | 100% | EUR 25 | Full |
| ("COMPO EXPERT") | thousand | ||||
| 3. | Grupa Azoty ATT Polymers GmbH | GASA | 100% | EUR 9,000 | Full |
| ("ATT Polymers") | thousand | ||||
| 4. | Grupa Azoty Compounding Sp. z o.o. | GASA | 100% | PLN 72,008 | Full |
| ("Grupa Azoty COMPOUNDING") | thousand | ||||
| 5. | Grupa Azoty Energia Sp. z o.o. | GASA | 100% | PLN 1,000 | Full |
| ("Grupa Azoty ENERGIA") | thousand | ||||
| Grupa Azoty Kopalnie i Zakłady | PLN 60,620 | ||||
| 6. | Chemiczne Siarki Siarkopol S.A. | GASA | 99.56% | thousand | Full |
| ("Grupa Azoty SIARKOPOL") | |||||
| Grupa Azoty Zakłady Azotowe Puławy | PLN 191,150 | ||||
| 7. | S.A. ("Grupa Azoty PUŁAWY") | GASA | 95.98% | thousand | Full |
| Grupa Azoty Zakłady Azotowe | |||||
| 8. | Kędzierzyn S.A. | GASA | 93.48% | PLN 285,064 | Full |
| ("Grupa Azoty KĘDZIERZYN") | thousand | ||||
| Grupa Azoty Polskie Konsorcjum | GASA | 63.27% | |||
| 9. | Chemiczne Sp. z o.o. | Grupa Azoty | PLN 85,631 | Full | |
| ("Grupa Azoty PKCh") | KĘDZIERZYN | 36.73% | thousand | ||
| Grupa Azoty Zakłady Chemiczne | |||||
| 10. | Police S.A. | GASA | 62.86% | PLN 1,241,758 | Full |
| ("Grupa Azoty POLICE") | thousand | ||||
| GASA | 60.00% | ||||
| Grupa Azoty Koltar Sp. z o.o. | Grupa Azoty | 20.00% | PLN 54,600 | ||
| 11. | ("Grupa Azoty KOLTAR") | KĘDZIERZYN | thousand | Full | |
| Grupa Azoty | 20.00% | ||||
| PUŁAWY | |||||
| Grupa Azoty Polyolefins Spółka | GASA | 30.52% | PLN 922,968 | ||
| 12. | Akcyjna | Grupa Azoty | 34.41% | thousand | Full |
| ("Grupa Azoty POLYOLEFINS") | POLICE | ||||
| 13. | Agrochem Puławy Sp. z o.o. | Grupa Azoty | 100% | PLN 68,639 | |
| PUŁAWY | thousand | Full | |||
| 14. | SCF Natural Sp. z o.o. | Grupa Azoty | 100% | PLN 15,001 | Full |
| PUŁAWY | thousand | ||||
| 15. | Grupa Azoty Zakłady Fosforowe | Grupa Azoty | 99.19% | PLN 59,003 | Full |
| Gdańsk Sp. z o.o. | PUŁAWY | thousand | |||
| 16. | Grupa Azoty Zakłady Azotowe | Grupa Azoty | 96.48% | PLN 94,700 | Full |
| Chorzów S.A. | PUŁAWY | thousand | |||
| 17. | STO-ZAP Sp. z o.o. | Grupa Azoty | 96.15% | PLN 1,117 | Not |
| PUŁAWY | thousand | consolidated | |||
| 18. | Remzap Sp. z o.o. | Grupa Azoty | 97.17% | PLN 3,528 | Full |
| PUŁAWY | thousand | ||||
| Grupa Azoty | |||||
| PUŁAWY | 78.86% | PLN 892 | |||
| 19. | Prozap Sp. z o.o. | Grupa Azoty | thousand | Full | |
| POLICE | 7.35% | ||||
| Grupa Azoty | PLN 19,500 | Equity | |||
| 20. | Bałtycka Baza Masowa Sp. z o.o. | PUŁAWY | 50.00% | thousand | method |
| Grupa Azoty | PLN 9,783 | ||||
| 21. | Grupa Azoty Transtech Sp. z o.o. | POLICE | 100% | thousand | Full |
| Grupa Azoty | PLN 9,618 | ||||
| 22. | Grupa Azoty Police Serwis Sp. z o.o. | POLICE | 100% | thousand | Full |
| Grupa Azoty Africa S.A. w likwidacji | Grupa Azoty | XOF 132,000 | |||
| 23. | (in liquidation) | POLICE | 99.99% | thousand | Full |
| Zarząd Morskiego Portu Police | Grupa Azoty | PLN 32,642 | |||
| 24. | Sp. z o.o. | POLICE | 99.91% | thousand | Full |
| Budchem Sp. z o.o. w upadłości | |||||
| Grupa Azoty | PLN 1,201 | Not | |||
| 25. | likwidacyjnej (in liquidation | POLICE | 48.96% | thousand | consolidated |
| bankruptcy) | |||||
| 26. | Kemipol Sp. z o.o. | Grupa Azoty | 33.99% | PLN 3,445 | Equity |
| POLICE | thousand | method |
| Name | Entity holding shares |
Interest held |
Share capital | Consolidatio n method |
|
|---|---|---|---|---|---|
| 27. | ZAKSA S.A. | Grupa Azoty KĘDZIERZYN |
92.45% | PLN 6,000 thousand |
Full |
| 28. | Grupa Azoty Jednostka Ratownictwa Chemicznego Sp. z o.o. ("Grupa Azoty JRCH") |
Grupa Azoty PKCH |
100% | PLN 21,749 thousand |
Full |
| 29. | Grupa Azoty Prorem Sp. z o.o. ("Grupa Azoty PROREM") |
Grupa Azoty PKCH |
100% | PLN 11,567 thousand |
Full |
| 30. | Grupa Azoty Automatyka Sp. z o.o. | Grupa Azoty PKCH |
77.86% | PLN 4,654 thousand |
Full |
| 31. | Ekotar Sp. z o.o. | Grupa Azoty JRCH |
12.00% | PLN 500 | Not |
| Grupa Azoty PROREM |
12.00% | thousand | consolidated | ||
| 32. | COMPO EXPERT International GmbH ("COMPO EXPERT International") |
COMPO EXPERT | 100% | EUR 25 thousand |
Full |
| 33. | COMPO EXPERT GmbH | COMPO EXPERT International |
100% | EUR 25 thousand |
Full |
| 34. | COMPO EXPERT Italia S.r.l. | COMPO EXPERT International |
100% | EUR 10 thousand |
Full |
| 35. | COMPO EXPERT Spain S.L. | COMPO EXPERT International |
100% | EUR 3 thousand |
Full |
| 36. | COMPO EXPERT Portugal, Unipessoal Lda. |
COMPO EXPERT International |
100% | EUR 2 thousand |
Full |
| 37. | COMPO EXPERT France SAS | COMPO EXPERT International |
100% | EUR 524 thousand |
Full |
| 38. | COMPO EXPERT Polska Sp. z o.o. | COMPO EXPERT International |
100% | PLN 6 thousand |
Full |
| 39. | COMPO EXPERT Hellas S.A. | COMPO EXPERT International |
100% | EUR 60 thousand |
Full |
| 40. | COMPO EXPERT UK Ltd. | COMPO EXPERT International |
100% | GBP 1 | Full |
| 41. | COMPO EXPERT Techn. (Shenzen) Co. Ltd. |
COMPO EXPERT International |
100% | CNY 2,810 thousand |
Full |
| 42. | COMPO EXPERT Asia Pacific Sdn. Bhd. | COMPO EXPERT International |
100% | MYR 500 thousand |
Full |
| 43. | COMPO EXPERT USA&CANADA Inc. | COMPO EXPERT International |
100% | USD 1 | Full |
| 44. | COMPO EXPERT Brasil Fertilizantes | COMPO EXPERT International |
99.99% | BRL 26,199 thousand |
|
| Ltda. | COMPO EXPERT GmbH |
0.000003% | Full | ||
| 45. | COMPO EXPERT Chile Fertilizantes | COMPO EXPERT International |
99.99% | CLP 1,528,560 | |
| Ltda. | COMPO EXPERT GmbH |
0.01% | thousand Full | ||
| 46. | COMPO EXPERT India Private Limited | COMPO EXPERT International |
99.99% | INR 2,500 thousand |
Full |
| 47. | COMPO EXPERT Benelux N.V. | COMPO EXPERT International |
99.99% | EUR 7,965 | Full |
| COMPO EXPERT GmbH |
0.0103% | thousand | |||
| 48. | COMPO EXPERT Mexico S.A. de C.V. | COMPO EXPERT International |
99.99% | MXN 100 thousand |
Full |
| COMPO EXPERT GmbH |
0.000311% | ||||
| 49. | COMPO EXPERT Peru SRL | COMPO EXPERT International |
99.99% | PLN 400 | |
| COMPO EXPERT GmbH |
0.01% | thousand | Full | ||
| COMPO EXPERT International |
99.90% | EGP 100 thousand |
|||
| 50. | COMPO EXPERT Egypt LLC | COMPO EXPERT GmbH |
0.1% | Full |
| Name | Entity holding shares |
Interest held |
Share capital | Consolidatio n method |
|
|---|---|---|---|---|---|
| 51. | COMPO EXPERT Turkey Tarim Sanai ve Ticaret Ltd. Şirketi6) |
COMPO EXPERT International |
96.17% | 264,375 TRY | Full |
| COMPO EXPERT GmbH |
3.83% | ||||
| 52. | COMPO EXPERT Argentina SRL | COMPO EXPERT International |
90.00% | ARS 41,199 thousand |
Full |
| COMPO EXPERT GmbH |
10.000024% | ||||
| 53. | COMPO EXPERT South Africa (Pty) Ltd. |
COMPO EXPERT GmbH |
100% | ZAR 100 | Full |
| 54. | COMPO EXPERT Austria GmbH | COMPO EXPERT GmbH |
100% | EUR 35 thousand |
Full |
During the six months ended June 30th 2023, there were no significant changes in the Grupa Azoty Group's structure.
On April 4th 2023, Grupa Azoty PUŁAWY and the Łukasiewicz Research Network – New Chemical Syntheses Institute of Puławy signed an agreement on the acquisition of 10 shares in SCF Natural Sp. z o.o. for PLN 32 per share.
As a result, Grupa Azoty PUŁAWY holds 100% of shares in SCF Natural Sp. z o.o. as at June 30th 2023. Also the percentage of total voting rights held by Grupa Azoty PUŁAWY rose to 100%.
In the six months ended June 30th 2023, nine shares in Remzap Sp. z o.o., held by former employees, were cancelled.
As a result, the percentage of voting rights held by Grupa Azoty PUŁAWY at the General Meeting of Remzap Sp. z o.o. rose from 97.25% as at December 31st 2022 to 97.28% as at June 30th 2023. The percentage of share capital held did not change.
Between January 1st 2023 and June 30th 2023, the Management Board of Prozap Sp. z o.o. purchased two shares from the company's former employees for cancellation at the General Meeting of Prozap Sp. z o.o.
As a result, the percentage of voting rights held by Grupa Azoty PUŁAWY at the General Meeting of Prozap Sp. z o.o. rose from 82.90% as at December 31st 2022 to 83.00% as at June 30th 2023. The percentage of share capital held did not change.
After the reporting date, on August 30th 2023 nine shares were acquired from a former employee, which increased the percentage share of voting rights held by Grupa Azoty PUŁAWY at the General Meeting of Prozap Sp. z o.o. to 83.44% (June 30th 2023: 83%).
In connection with requests submitted by Grupa Azoty SIARKOPOL shareholders to buy back a total of 778 Series A registered shares pursuant to Art. 4181 of the Commercial Companies Code, on June 28th 2023 the Annual General Meeting of Grupa Azoty SIARKOPOL passed further resolutions to buy back shares pursuant to Art. 4181 of the Commercial Companies Code. The buyback procedure is currently underway.
Following the buyback, Grupa Azoty S.A. will hold a total of 6,036,395 shares in the company, representing 99.57% of its share capital.
On August 22nd 2023, the Extraordinary General Meeting passed a resolution to increase the share capital of Grupa Azoty Police Serwis Sp. z o.o. from PLN 9,618 thousand to PLN 21,426 thousand, i.e., by PLN 11,807 thousand, through the creation of 23,615 new shares with a par value of PLN 500 per share.
Following the increase, the share capital of Grupa Azoty Police Serwis Sp. z o.o. will amount to PLN 21,426 thousand and will be divided into 42,852 shares with a par value of PLN 500 per share.
The new shares in the increased share capital, with a total value of PLN 11,807 thousand, will be subscribed for by the existing shareholder Grupa Azoty POLICE.
On August 22nd 2023, the Extraordinary General Meeting passed a resolution to increase the share capital of Grupa Azoty Transtech Sp. z o.o. from PLN 9,783 thousand to PLN 18,102 thousand, i.e., by PLN 8,319 thousand, through the creation of 166,380 new shares with a par value of PLN 50 per share.
Following the increase, the share capital of Grupa Azoty Transtech Sp. z o.o. will amount to PLN 18,102 thousand and will be divided into 362,041 shares with a par value of PLN 50 per share.
The new shares in the increased share capital, with a total value of PLN 8,319 thousand, will be subscribed for by the existing shareholder Grupa Azoty POLICE.
These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim condensed consolidated financial statements of the Group cover the six months ended June 30th 2023 and contain comparative data for the six months ended June 30th 2022 and as at December 31st 2022.
The interim condensed consolidated financial statements do not include all the information and disclosures required to be included in full-year financial statements and should be read in conjunction with the consolidated full-year financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2022, prepared in accordance with International Financial Reporting Standards as endorsed by the European Union. The consolidated financial statements for 2022 were authorised for issue on March 30th 2023.
The Company's interim financial results may not be indicative of its potential full-year financial results.
All amounts in these interim condensed consolidated financial statements are presented in thousands of złoty, unless indicated otherwise.
These interim condensed consolidated financial statements, drawn up in accordance with International Financial Reporting Standards ("IFRS"), as endorsed by the European Union ("EU IFRS"), were authorised for issue by the Parent's Management Board on September 27th 2023.
These condensed interim consolidated financial statements of the Group have been prepared on the assumption that the Group will continue as a going concern for the foreseeable future.
As at the date of authorisation of these condensed interim consolidated financial statements, the Parent's Management Board did not identify any circumstances which could indicate any uncertainty as to the Group's ability to continue as a going concern in a substantially unchanged manner in the foreseeable future, i.e., for a period of at least 12 months from the date of these financial statements.
In assessing circumstances which could indicate a threat to the Group companies continuing as a going concern, the Parent's Management Board took into account, among other things, the impact of the war in Ukraine and the effect of exceeding, as at June 30th 2023, the Net Debt to EBITDA ratio cap permitted under the Grupa Azoty Group Financing Agreements.
For information on the signed Waiver and Amendment Letters (the "Waiver and Amendment Letters") and on the reclassification of a portion of liabilities under borrowings to current liabilities, see Section 3.5 and Note 15. For information on the impact of the war in Ukraine on the Group's situation, see Section 3.6 and the discussion of the individual areas of the Group's business contained in the Directors' Report on the Group's operations.
Furthermore, the Parent and the other Grupa Azoty Group companies have implemented various measures to uphold their market position and ensure the necessary level of sales and financial performance. These measures include in particular:
The accounting policies applied to prepare these interim condensed consolidated financial statements are consistent with those applied to draw up Grupa Azoty Group's full-year consolidated financial statements for the year ended December 31st 2022.
The following standards effective as of 2023 have no material impact on the Group's business or its financial reporting:
| Standard | Description of amendments | Effect on financial statements |
|---|---|---|
| IFRS 17 Insurance Contracts |
The new standard was issued on May 18th 2017 and subsequently amended on June 25th 2020, and is effective for annual periods beginning on or after January 1st 2023. Early application is permitted as long as IFRS 15 and IFRS 9 are also applied. The standard supersedes earlier regulations on insurance contracts (IFRS 4). On June 25th 2020, IFRS 4 was also amended to defer the effective date of IFRS 9 Financial Instruments for insurers until January 1st 2023. |
The amendment has no material effect on the financial statements. |
| IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non current |
Amendments to IAS 1 were issued on January 23rd 2020 with its effective date subsequently modified in July 2020, and are effective for annual periods beginning on or after January 1st 2023. The amendment redefines the criteria for classifying liabilities as current. The amendment may affect the presentation of liabilities and their reclassification between current and non-current. |
The amendment has no material effect on the financial statements. |
| IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates |
The amendments were issued on February 12th 2021, and are effective for annual periods beginning on or after January 1st 2023. The purpose of these amendments is to place greater emphasis on the disclosure of material accounting policies and to clarify how companies should distinguish between changes in accounting policies and changes in accounting estimates. |
The amendments have no material effect on the financial statements. |
| IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
The amendment to IAS 12 was issued on May 7th 2021 and is effective for annual periods beginning on or after April 1st 2023. The amendments clarify that the exemption relating to initial recognition of deferred tax does not apply to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences and entities are required to recognise deferred tax on such transactions. The amendments thus address the emerging doubts as to whether the exemption applies to transactions such as leases and decommissioning obligations. |
The amendment has no material effect on the financial statements. |
| IFRS 17 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 Financial Instruments Comparative Information |
The amendment to IFRS 17 was issued on December 9th 2021 and is effective for annual periods beginning on or after April 1st 2023. It provides a transition option for comparative information on financial assets presented on initial application of IFRS 17. The amendment is intended to help entities avoid temporary accounting mismatches between financial assets and insurance contract liabilities. |
The amendments have no material effect on the financial statements. |
The standards and interpretations which have been issued but are not yet effective as they have not been endorsed by the EU or have been endorsed but the Group has not elected to apply them early:
| Standard | Description of amendments | Effect on financial statements |
|---|---|---|
| IFRS 16 Leases: Lease liability in a sale and leaseback |
The amendments to IFRS 16 was issued on September 22nd 2022 and are effective for annual periods beginning on or after January 1st 2024. The amendments require the seller-lessee to determine "lease payments" or "revised lease payments" in such a way that the seller lessee does not recognise any amount of profit or loss that relates to the right of use retained by the seller-lessee. |
The Group is analysing the effect of the amendment on its financial statements. |
Since January 1st 2023, the Group has applied hedge accounting in accordance with IFRS 9 Financial Instruments ("IFRS 9"). Before that date, the Group applied hedge accounting in accordance with IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39").
The transitional provisions of IFRS 9 allow entities to choose their accounting policies and continue to apply hedge accounting requirements of IAS 39 instead of IFRS 9 until the International Accounting Standards Board has completed work on the project concerning fair value hedges of the interest rate exposure of a portfolio of financial assets or financial liabilities (macro hedging).
As at the date of implementation of IFRS 9, the Group decided to continue applying the principles of hedge accounting set out in IAS 39. As of January 1st 2023, the Group designated IFRS 9 to be applied to hedge accounting in accordance with its requirements. The Group expects that the changes introduced by IFRS 9 with respect to hedge accounting will better align hedge accounting with the entity's risk management activities.
IFRS 9 for hedge accounting has been implemented prospectively. As at the date of transition to IFRS 9, the Group had updated documentation for all existing hedging relationships under IAS 39 that continue to qualify for hedge accounting under the new standard, in order to comply with the IFRS 9 documentation requirements. The update involved mainly the inclusion in the documentation of the hedge ratio and expected sources of ineffectiveness (not required by IAS 39) as well as the removal of the retrospective effectiveness test (no longer required under IFRS 9). The introduction of IFRS 9 had no significant effect on the classification of hedging instruments, hedged items and hedge relationships designated before January 1st 2023.
The preparation of these interim condensed consolidated financial statements requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on historical experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgements regarding the net carrying amounts of assets and liabilities, where they are not directly available from other sources. Actual results may differ from these estimates.
Estimates and the underlying assumptions are subject to ongoing verification. A change in accounting estimates is recognised in the period in which the change is made or in current and future periods if the change in estimates affects both the current period and the future periods.
The key judgements and estimates made by the Management Board in preparing these interim condensed consolidated financial statements were the same as those made in preparing the consolidated financial statements for the financial year ended December 31st 2022, subject to measurement revisions resulting from the passage of time or a change of market parameters.
The Group identifies operating segments based on internal reports for each line of business. Operating results of each segment are reviewed on a regular basis by the Group's chief operating decision maker, who decides about the allocation of resources to different segments and analyses their results. Separate information prepared for each segment is available.
The identified operating segments are presented in the table below.
| Name | Scope |
|---|---|
| Agro | Manufacture or sale of: • Speciality (fertilizing/fertilizer) products (liquid fertilizers for foliar feeding and fertigation, biostimulants, SRF and CRF fertilizers for precise fertilization, dedicated NPK fertilizers), • Compound fertilizers (NPK: Polifoska® and Amofoska®; NP: DAP; PK), • Nitrogen fertilizers with sulfur (solid: ammonium sulfate, ammonium sulfonitrite, urea ammonium sulfate, calcium nitrate with sulfur; liquid: UAN – urea-ammonium nitrate solution, urea solution and ammonium sulfate solution), • Nitrogen fertilizers, • Ammonia, • Technical-grade and concentrated nitric acid, • Industrial gases. |
| Plastics | Manufacture or sale of: • Caprolactam (an intermediate product used to manufacture polyamide 6 (PA6)), • natural engineering plastics (PA6). • Modified plastics based on PA6 and other engineering resins (PA66, PPC - polypropylene, PPH, PBT - polybutylene terephthalate), • Plastic products (PA pipes, PE pipes, polyamide casings), • Production of polypropylene by Grupa Azoty POLYOLEFINS. |
| Chemicals | Manufacture or sale of: • Melamine, • OXO products (OXO alcohols, plasticizers), • Sulfur, • Titanium white, • Iron sulfate, • Solutions based on urea and ammonia. |
| Energy | Production of energy carriers: • (electricity, heat, water, process and instrument air, nitrogen) for the purposes of chemical units and, to a lesser extent, for resale to external customers (mainly electricity). As part of its operations, the segment also purchases and distributes natural gas for process needs. |
| Other Activities |
• Research and Development Centre, • Laboratory services, • Catalyst production (iron-chromium catalyst, copper catalysts, iron catalysts), • Rental of real estate, and • Other activities not allocated to any of the segments specified above. |
Operating segments' income, expenses and financial results for the six months ended June 30th 2023 (unaudited)
| Agro | Plastics | Chemicals | Energy | Other Activities |
Total | |
|---|---|---|---|---|---|---|
| External revenue Intersegment revenue |
4,189,772 2,366,468 |
633,919 300,907 |
1,427,639 886,894 |
805,866 3,105,786 |
329,103 502,196 |
7,386,299 7,162,251 |
| Total revenue | 6,556,240 | 934,826 | 2,314,533 | 3,911,652 | 831,299 | 14,548,550 |
| Operating expenses, including: (-) | (7,555,083) | (1,204,560) | (2,756,524) | (3,914,535) | (752,030) | (16,182,732) |
| selling and distribution expenses (-) | (368,499) | (21,410) | (83,263) | 40 | (979) | (474,111) |
| administrative expenses (-) | (171,818) | (68,563) | (175,008) | (40,744) | (30,932) | (487,065) |
| Other income | 146,334 | 11,953 | 87,331 | 34,991 | 26,591 | 307,200 |
| Other expenses (-) | (3,612) | (6,155) | (2,774) | (42,647) | (21,013) | (76,201) |
| Segment's EBIT | (856,121) | (263,936) | (357,434) | (10,539) | 84,847 | (1,403,183) |
| Finance income | - | - | - | - | - | 315,783 |
| Finance costs (-) | - | - | - | - | (208,601) | |
| Share of profit of equity-accounted investees | - | - | - | - | - | 13,130 |
| Loss before tax | - | - | - | - | - | (1,282,871) |
| Income tax | - | - | - | - | 184,450 | |
| Net loss | - | - | - | - | - | (1,098,421) |
| EBIT | (856,121) | (263,936) | (357,434) | (10,539) | 84,847 | (1,403,183) |
| Depreciation and amortisation | 196,034 | 30,343 | 44,425 | 55,932 | 70,781 | 397,515 |
| Impairment losses | - | 187 | (822) | - | (2,372) | (3,007) |
| EBITDA | (660,087) | (233,406) | (313,831) | 45,393 | 153,256 | (1,008,675) |
Operating segments' income, expenses and financial results for the six months ended June 30th 2022 (unaudited)
| Agro | Plastics | Chemicals | Energy | Activities | Total | |
|---|---|---|---|---|---|---|
| External revenue | 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 |
| Intersegment revenue | 4,384,169 | 404,867 | 1,294,290 | 4,457,535 | 505,427 | 11,046,288 |
| Total revenue | 12,250,538 | 1,629,658 | 5,038,186 | 4,720,213 | 644,625 | 24,283,220 |
| Operating expenses, including: (-) | (10,945,469) | (1,540,920) | (4,277,978) | (4,690,070) | (603,799) | (22,058,236) |
| selling and distribution expenses (-) | (464,421) | (38,097) | (108,156) | (139) | (1,466) | (612,279) |
| administrative expenses (-) | (246,640) | (59,472) | (116,249) | (7,510) | (35,838) | (465,709) |
| Other income | 5,308 | 2,862 | 7,245 | 4,066 | 23,236 | 42,717 |
| Other expenses (-) | (4,525) | (3,678) | (4,621) | (9,245) | (31,300) | (53,369) |
| Segment's EBIT | 1,305,852 | 87,922 | 762,832 | 24,964 | 32,762 | 2,214,332 |
| Finance income | - | - | - | - | - | 16,329 |
| Finance costs (-) | - | - | - | - | (203,935) | |
| Share of profit of equity-accounted investees | - | - | - | - | - | 7,861 |
| Profit before tax | - | - | - | - | - | 2,034,587 |
| Income tax | - | - | - | - | (352,627) | |
| Net profit | - | - | - | - | - | 1,681,960 |
| EBIT | 1,305,852 | 87,922 | 762,832 | 24,964 | 32,762 | 2,214,332 |
| Depreciation and amortisation | 165,785 | 31,206 | 44,324 | 55,143 | 62,678 | 359,136 |
| Impairment losses | 35 | 69 | 769 | 10 | 628 | 1,511 |
| EBITDA | 1,471,672 | 119,197 | 807,925 | 80,117 | 96,068 | 2,574,979 |
| Agro | Plastics | Chemicals | Energy | Other Activities |
Total | |
|---|---|---|---|---|---|---|
| External revenue | 1,802,819 | 280,500 | 581,669 | 579,206 | 246,652 | 3,490,846 |
| Intersegment revenue | 764,102 | 101,340 | 288,238 | 1,058,846 | 271,101 | 2,483,627 |
| Total revenue | 2,566,921 | 381,840 | 869,907 | 1,638,052 | 517,753 | 5,974,473 |
| Operating expenses, including: (-) | (3,183,379) | (526,743) | (1,151,620) | (1,530,301) | (410,286) | (6,802,329) |
| selling and distribution expenses (-) | (170,774) | (9,042) | (41,401) | 192 | (805) | (221,830) |
| administrative expenses (-) | (69,629) | (42,964) | (97,970) | (17,844) | (12,414) | (240,821) |
| Other income | (1,432) | 1,612 | 7,472 | 33,370 | 14,847 | 55,869 |
| Other expenses (-) | (1,861) | (5,668) | (1,433) | (17,153) | (9,055) | (35,170) |
| Segment's EBIT | (619,751) | (148,959) | (275,674) | 123,968 | 113,259 | (807,157) |
| Finance income | - | - | - | - | - | 224,844 |
| Finance costs (-) | - | - | - | - | - | (124,359) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 7,201 |
| Loss before tax | - | - | - | - | - | (699,471) |
| Income tax | - | - | - | - | 156,354 | |
| Net loss | - | - | - | - | - | (543,117) |
| EBIT | (619,751) | (148,959) | (275,674) | 123,968 | 113,259 | (807,157) |
| Depreciation and amortisation | 99,745 | 14,698 | 24,111 | 28,259 | 35,849 | 202,662 |
| Impairment losses | - | 1 | (822) | - | (2,438) | (3,259) |
| EBITDA | (520,006) | (134,260) | (252,385) | 152,227 | 146,670 | (607,754) |
Operating segments' income, expenses and financial results for the three months ended June 30th 2022 (unaudited)
| Agro | Plastics | Chemicals | Energy | Other Activities | Total | |
|---|---|---|---|---|---|---|
| External revenue | 3,649,996 | 593,667 | 1,957,805 | 139,311 | 68,990 | 6,409,769 |
| Intersegment revenue | 2,178,910 | 203,288 | 629,810 | 2,162,414 | 266,217 | 5,440,639 |
| Total revenue | 5,828,906 | 796,955 | 2,587,615 | 2,301,725 | 335,207 | 11,850,408 |
| Operating expenses, including: (-) | (5,253,296) | (761,036) | (2,181,455) | (2,284,414) | (300,958) | (10,781,159) |
| selling and distribution expenses (-) | (232,014) | (19,474) | (56,437) | (103) | (1,248) | (309,276) |
| administrative expenses (-) | (130,460) | (34,803) | (63,402) | (4,553) | (19,297) | (252,515) |
| Other income | 2,374 | 2,146 | 5,829 | 2,882 | 15,058 | 28,289 |
| Other expenses (-) | (4,211) | (2,872) | (2,709) | (4,827) | (23,732) | (38,351) |
| Segment's EBIT | 573,773 | 35,193 | 409,280 | 15,366 | 25,575 | 1,059,187 |
| Finance income | - | - | - | - | - | 11,742 |
| Finance costs (-) | - | - | - | - | - | (131,534) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 4,410 |
| Profit before tax | - | - | - | - | - | 943,805 |
| Income tax | - | - | - | - | (144,215) | |
| Net profit | - | - | - | - | - | 799,590 |
| EBIT | 573,773 | 35,193 | 409,280 | 15,366 | 25,575 | 1,059,187 |
| Depreciation and amortisation | 83,559 | 15,299 | 22,144 | 28,094 | 31,761 | 180,857 |
| Impairment losses | 1 | 69 | 57 | - | 40 | 167 |
| EBITDA | 657,333 | 50,561 | 431,481 | 43,460 | 57,376 | 1,240,211 |
| As at June 30th 2023 (unaudited) | Agro | Plastics | Chemicals | Energy | Other Activities | Total |
|---|---|---|---|---|---|---|
| Segment's assets | 8,933,789 | 7,831,557 | 1,551,752 | 3,268,916 | 1,294,370 | 22,880,384 |
| Unallocated assets | - | - | - | - | - | 3,049,267 |
| Investments in associates | - | - | - | - | - | 90,214 |
| Total assets | 8,933,789 | 7,831,557 | 1,551,752 | 3,268,916 | 1,294,370 | 26,019,865 |
| Segment's liabilities | 3,753,691 | 5,470,999 | 379,226 | 2,746,581 | 353,655 | 12,704,152 |
| Unallocated liabilities | - | - | - | - | 4,520,569 | |
| Total liabilities | 3,753,691 | 5,470,999 | 379,226 | 2,746,581 | 353,655 | 17,224,721 |
| As at December 31st 2022 (audited) | Agro | Plastics | Chemicals | Energy | Other Activities | Total |
|---|---|---|---|---|---|---|
| Segment's assets | 10,000,971 | 6,741,446 | 1,713,988 | 3,258,025 | 1,526,579 | 23,241,009 |
| Unallocated assets | - | - | - | - | - | 2,529,199 |
| Investments in associates | - | - | - | - | - | 95,436 |
| Total assets | 10,000,971 | 6,741,446 | 1,713,988 | 3,258,025 | 1,526,579 | 25,865,644 |
| Segment's liabilities | 5,291,913 | 4,350,844 | 370,195 | 2,892,483 | 468,711 | 13,374,146 |
| Unallocated liabilities | - | - | - | - | - | 2,535,131 |
| Total liabilities | 5,291,913 | 4,350,844 | 370,195 | 2,892,483 | 468,711 | 15,909,277 |
| For the six months ended June 30th 2023 (unaudited) |
Agro | Plastics | Chemicals | Energy | Other Activities | Total |
|---|---|---|---|---|---|---|
| Expenditure on property, plant and equipment | 170,193 | 1,049,066 | 44,832 | 81,833 | 67,494 | 1,413,418 |
| Expenditure on investment property | - | - | - | - | 36 | 36 |
| Expenditure on intangible assets | 1,061 | 4,604 | 22 | 886 | 1,127 | 7,700 |
| Unallocated expenditure | - | - | - | - | - | 35,039 |
| Total expenditure | 171,254 | 1,053,670 | 44,854 | 82,719 | 68,657 | 1,456,193 |
| Segment's depreciation and amortisation | 196,034 | 30,343 | 44,425 | 55,932 | 70,781 | 397,515 |
| Total depreciation and amortisation | 196,034 | 30,343 | 44,425 | 55,932 | 70,781 | 397,515 |
| For the six months ended June 30th 2022 (unaudited) |
Agro | Plastics | Chemicals | Energy | Other Activities | Total |
|---|---|---|---|---|---|---|
| Expenditure on property, plant and equipment | 166,279 | 926,644 | 44,026 | 97,762 | 67,628 | 1,302,339 |
| Expenditure on investment property | - | - | - | - | 28 | 28 |
| Expenditure on intangible assets | 53 | 2,954 | 15 | 705 | 2,921 | 6,648 |
| Unallocated expenditure | - | - | - | - | - | 5,678 |
| Total expenditure | 166,332 | 929,598 | 44,041 | 98,467 | 70,577 | 1,314,693 |
| Segment's depreciation and amortisation | 165,785 | 31,206 | 44,324 | 55,143 | 62,678 | 359,136 |
| Total depreciation and amortisation | 165,785 | 31,206 | 44,324 | 55,143 | 62,678 | 359,136 |
Revenue split by geographical areas is determined based on the location of customers.
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Poland | 4,268,801 | 7,001,680 | 2,180,130 | 3,169,821 |
| Germany | 610,818 | 1,242,551 | 312,511 | 644,084 |
| Other EU countries | 1,310,012 | 3,172,633 | 504,940 | 1,669,679 |
| Asia | 172,171 | 183,381 | 86,737 | 92,242 |
| South America | 142,907 | 298,081 | 54,549 | 159,126 |
| Other countries | 881,590 | 1,338,606 | 351,979 | 674,817 |
| 7,386,299 | 13,236,932 | 3,490,846 | 6,409,769 |
No single trading partner accounted for more than 10% of revenue in the first half of 2023 or the first half of 2022.
As at June 30th 2023, two indications referred to in paragraph 12d of IAS 36 Impairment of Assets were identified: the carrying amount of the Parent's net assets was higher than the Parent's market capitalisation and during the reporting period there occurred adverse market changes related to a drop in demand for the Grupa Azoty Group products, leading to a deterioration in its financial performance.
Therefore, the Parent and the key subsidiaries reviewed the validity of the assumptions adopted for impairment tests conducted as at December 31st 2022 and the results of those tests. The analysis showed that:
The decrease in discount rates led to an increase in the recoverable amount of individual CGUs relative to the test conducted as at the end of 2022. Significant Group companies, namely the Parent, Grupa Azoty POLICE, Grupa Azoty PUŁAWY, Grupa Azoty KĘDZIERZYN, Grupa Azoty SIARKOPOL, Grupa Azoty POLYOLEFINS, COMPO EXPERT, Agrochem Puławy Sp. z o.o., Grupa Azoty Zakłady Azotowe Chorzów S.A., Grupa Azoty KOLTAR, and Grupa Azoty ATT POLYMERS, carried out analyses of the impact of lower discount rates and projected revenue and expenses for 2023 updated as at June 30th 2023 relative to the plan included in the test conducted at the end of 2022. In the case of some CGUs, the lower discount rates and projected revenue and expenses for 2023 did not reduce their recoverable amounts to below the carrying amount. For the other CGUs, namely:
assets were tested for impairment. The tests showed that there was no need to recognise any additional impairment losses and no rationale for reversing impairment losses recognised in prior periods. The key assumptions underlying the tests included:
| CGU | In the detailed projection period |
In the residual period |
|---|---|---|
| Fertilizers/Agro, Melamine | 10.32% | 8.64% |
| Plastics | 10.57% | 8.92% |
| Pigments | 10.32% | 8.64% |
On June 29th 2023, the Parent's Annual General Meeting passed a resolution to allocate the entire amount of the Parent's net profit for the financial year 2022, of PLN 356,059,831.38, to the Parent's reserve funds.
Seasonality of operations is seen mainly in the markets for mineral fertilizers.
The first half of each year is the period when demand for fertilizers typically peaks due to fertilizer application in the spring season, which is attributable to the nature of agricultural production technologies. In 2023, the situation in the domestic market was different as farmers reduced their purchases due to stocks secured in 2022. In addition, the falling prices of nitrogen fertilizers in the first quarter and imports of urea from outside Europe further dampened the demand from end users (farmers), which was lower than in the previous years and aligned with current demand from the agricultural sector.
In the key markets for the sale of titanium white (Poland and Europe), the peak demand for titanium white occurs during spring and summer (the second and third quarters), driven by increased demand for paints and varnishes in the construction industry. Winter (the fourth and first quarter of the year) is usually a period of declines in titanium white sales. While titanium white remains a seasonal product, demand for the product primarily hinges on general market conditions given its extensive range of applications.
In view of the risk of exceeding, as at June 30th 2023, the Net Debt to EBITDA ratio cap permitted under the Grupa Azoty Group Financing Agreements (the "Agreements"), as announced in Current Report No. 18/2023 of May 15th 2023, the Parent's Management Board entered into talks with the institutions providing financing to the Grupa Azoty Group, namely: Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A. (Spółka Akcyjna) Branch in Poland, BNP Paribas Faktoring Sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring Sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring Sp. z o.o. and Banco Santander S.A., as well as the European Bank for Reconstruction and Development and the European Investment Bank (the "Financing Parties").
As a result of the negotiations conducted to obtain consent for the Group to waive some of the lending terms, including in particular waiver of the ratio specified above and waiver by the Financing Parties of the rights arising from the possible breach of the required ratio cap, on June 1st 2023 the Grupa Azoty Management Board provided the Financing Parties with Waiver and Amendment Letters containing a proposal of the provisions agreed upon by the parties.
The Waiver and Amendment Letters were signed by the Financing Parties, the Parent (acting also for the other Grupa Azoty Group companies which are party to the Agreements) and Grupa Azoty POLICE (as party to the bilateral credit facility agreements signed with Bank Gospodarstwa Krajowego) on August 31st 2023, and the effective date of the Waiver and Amendment Letters was set at June 30th 2023.
Under the Waiver and Amendment Letters, the Financing Parties waived their rights arising from the occurrence of Events of Default as defined in the Agreements, including, without limitation, in the event of exceeding the Net Debt to EBIDTA ratio cap as at June 30th 2023. The Grupa Azoty Group agreed to maintain, as at the end of each calendar month starting from June 30th 2023, the minimum levels of the Available Cash Ratio (being the sum of cash and available and undrawn confirmed limits under credit and loan agreements of the Group, excluding Grupa Azoty POLYOLEFINS) and the Liquidity Ratio (being the sum of the Available Cash Ratio and available undrawn non-confirmed limits under Factoring Agreements and other agreements of the Group, excluding Grupa Azoty POLYOLEFINS). At the same time, in accordance with the requirements of the Waiver and Amendment Letters, on August 31st 2023 additional security was created with respect to liabilities under the Agreements through the execution by the Company's subsidiary Compo Expert Holding GmbH, acting as the guarantor, of a guarantee agreement with the Financing Parties. The guarantor's potential liability towards the Financing Parties is limited by German law to the value of its net assets.
The terms of the Waiver and Amendment Letters do not differ from standard terms used in such agreements.
Pursuant to the Waiver and Amendment Letters, the Financing Parties maintained the limits available to the Group under the Agreements at an unchanged level. The Group consistently fulfils all its obligations to service and repay its debt as per the Agreements, ensuring timely payments. The limits made available to the Group companies provide them with full financial liquidity, secure the financing for the Group and its suppliers, and enable it to continue operations in a substantially unchanged manner.
Further negotiations are being conducted with the Financing Parties in order to develop, as soon as practicable, a mutually satisfactory solution enabling the Group to operate and fulfil its obligations under the Agreements in accordance with their terms, also in subsequent periods, subject to such changes as the Financing Parties deem required or desirable considering the change in circumstances under which the Group currently operates and under which it will operate in the coming years, reflecting the resulting change in the risk profile of the Group, the Parent and its subsidiaries.
For information on the impact of the war in Ukraine on the Parent's and the Group's operations, see Note 34, presented both in Grupa Azoty Spółka Akcyjna's financial statements for the 12 months ended December 31st 2022 and in the Grupa Azoty Group's consolidated financial statements for the 12 months ended December 31st 2022, published on March 30th 2023.
In the first six months of 2023, there were no new factors, risks or events with material bearing on the Company's or the Group's operations.
The key identified risks arising from the war in Ukraine that may materially affect future financial results, together with an assessment of their potential impact on the situation of the Company and Grupa Azoty Group subsidiaries, are presented below.
Despite concerns about the continuity of natural gas supplies to Europe following the outbreak of the war in Ukraine, until the date of authorisation of these interim financial statements for issue, gas supplies to the Company and the other Group companies continued without any disruptions.
Therefore, the Company assesses the risk of disruption of natural gas supplies in 2023 as low.
This risk relates primarily to the availability of key raw materials (such as potassium carbonate, potassium chloride, propylene and hard coal) and to price volatility – especially the prices of energy carriers (natural gas and electricity).
The Parent and its subsidiaries keep monitoring the prices and availability of strategic raw materials.
In the first six months of 2023 and until the date of authorisation of these interim consolidated financial statements for issue, the Group companies did not observe any significant impact of this risk on their capital investment and maintenance projects.
An important direct consequence of the war in Ukraine was higher volatility and uncertainty in the financial markets resulting, inter alia, in a significant appreciation of the US dollar and euro exchange rates against the currencies of developing markets, including Poland, and a concurrent rise in inflation leading to major interest rate hikes.
Those factors increased the currency risk and the cost of debt service in the złoty.
However, the appreciation of the złoty against the US dollar and the euro observed in the first half of 2023, the declining domestic inflation, the end of the monetary policy tightening cycle, and the expected interest rate cuts implemented by the Monetary Policy Council gradually mitigate the above risks by curtailing the volatility in financial performance driven by changes in Grupa Azoty Group's currency exposure and by stabilising, and then reducing, as expected, the market interest rates on Grupa Azoty Group's financial debt.
The Grupa Azoty Group has in place a policy for the management of the currency and interest rate risks. A decrease in debt following repayment of working capital and term facilities and repayment of reverse factoring was accompanied by the utilisation by Grupa Azoty POLYOLEFINS of special-purpose credit facilities to finance the Polimery Police project and financing costs rose significantly compared with the corresponding period of 2022 in the wake of material interest rate hikes.
It should also be noted that the Parent and its subsidiaries do not hold any material assets in Ukraine, Russia and Belarus and sales to these markets before the outbreak of war in Ukraine were immaterial, accounting for less than 2.5% of total sales. Since the outbreak of war in Ukraine, sales of products by the Company and its subsidiaries to customers in Russia and Belarus have been suspended and sales to the Ukrainian market have been substantially limited.
Accordingly, the outbreak of war in Ukraine did not have a material effect on the Group's sales or the value of its assets.
On April 6th 2022, Mr Viatcheslav Moshe Kantor, holding a controlling equity interest in the Russian chemical company ACRON, was placed on the United Kingdom sanctions list, on April 8th 2022 – on the European Union sanctions list, and on April 25th 2022, together with the subsidiaries Norica Holding S.à.r.l. of Luxembourg, Opansa Enterprises Limited of Cyprus and Rainbee Holdings Limited of Cyprus, through which he controls 19.82% of the Parent shares – on the Polish sanctions list. Mr Kantor is a minority shareholder who has no influence over the operations of the Grupa Azoty Group or the right to nominate members of the Parent's governing bodies, and therefore, despite his shareholding, Mr Kantor does not own or control the Parent within the meaning of Council Regulation (EU) No. 269/2014 of 17 March 2014 on restrictive measures with regard to actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine.
None of the prerequisites for Grupa Azoty S.A. and its subsidiaries to be directly or indirectly subjected to any sanctions are met. Grupa Azoty S.A. and its subsidiaries comply with all sanctions regulations, condemn the Russian aggression and any actions directed against Ukraine and have no relations with the government of the Russian Federation.
On July 12th 2023, Mr Radosław Leszek Kwaśnicki obtained control, including voting rights, of the Parent shares following the appointment of Mr Radosław Leszek Kwaśnicki for a period of six months:
in order to take over the title to these entities' shareholdings in the Parent.
As the administrator of Norica, Opansa and Rainbee (collectively, the "Companies under Administration"), under Art. 6a.11.2 and Art. 6a.11.3 in conjunction with Art. 6b.3 of the Act on Special Measures to Prevent Supporting Aggression against Ukraine and Protect the National Security of April 13th 2022 (the "Sanctions Act"), Mr Radosław Leszek Kwaśnicki (the "Administrator") has the right to pass resolutions and make decisions on all matters relating to the Parent shares held by the Companies under Administration which fall within the remit of the governing bodies of each Company under Administration, including the right to vote the Parent shares held by them.
The Companies under Administration hold a total of 19,657,350 shares in the Parent representing approximately 19.82% of the Parent's share capital and 19,657,350 voting rights at the Parent's General Meeting, and accounting for approximately 19.82% of the total voting rights in the Parent.
The acquisition of control over the aforementioned Parent shares by Radosław Leszek Kwaśnicki effectively took place on July 12th 2023 (the "Control Acquisition Date"). According to the Sanctions Act, a decision to appoint an administrator is immediately enforceable and takes effect on the day following the day on which the decision is published in the Public Information Bulletin on the website of the Minister of Development and Technology (Art. 6b.2 in conjunction with Art. 6a.2 and Art. 4.3 of the Sanctions Act). All of the decisions referred to in items 1–3 above were published in the Public Information Bulletin on July 11th 2023 and are enforceable as of July 12th 2023.
In the opinion of the Minister of Development and Technology, the appointment of an administrator for the Companies under Administration with respect to the Parent shares held by them is necessary as a means of protecting important public interest and economic interest and ensuring national security.
Update on aid received under the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022-2024
In the three months ended March 31st 2023, the Group received PLN 234,180 thousand in financial support from the National Fund for Environmental Protection and Water Management ("NFOŚiGW") , granted based on the governmental programme 'Aid to energy-intensive sectors related to sudden increases in natural gas and electricity prices in 2022' (the "Programme"), approved by the Council of Ministers' Resolution No. 1/2023 of January 3rd 2023. This amount is equivalent to the maximum permitted amount of public aid (EUR 50m).
The aid received was included in other income, in the amount credited to the bank account. Under the Programme, use of the aid is to be accounted for by June 30th 2023. As at the date of these interim consolidated financial statements, the Group had not received any information from NFOŚiGW on accounting for of the use of the aid.
In a letter of June 30th 2023 sent to the Management Board of the Parent, NFOŚiGW stated that the Parent failed to satisfy the criteria or conditions for receiving state aid dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity prices, and, therefore PLN 52,285 thousand in aid granted to the Parent was awarded illegitimately and, as such, must be repaid with interest.
The claims asserted by NFOŚiGW are based on a different interpretation of the codes of the Polish Classification of Activities registered with the National Court Register and to which the Parent's revenue is assigned.
In the Parent's opinion, the Parent's business activities, i.e., manufacture of basic chemicals, fertilizers and nitrogen compounds, plastics and synthetic rubber in primary forms, clearly satisfy the prerequisites for receiving financial support under the state aid programme dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity price. Accordingly, based on an external legal analysis, the Parent is convinced that NFOŚiGW's claims are without merit.
The Parent has requested NFOŚiGW for clarification of its assertions and has taken all measures available under law to retain the aid it has received.
The market trends observed since the end of 2022, including in particular a gradual decline in natural gas prices and falling prices of agricultural crops, as well as unfavourable weather conditions delaying the start of field work, caused the demand for mineral fertilizers in the Agro Segment to fall significantly below the level normally observed in the first quarter of each year. The result was a significant decrease in sales volumes and selling prices of mineral fertilizers. Unfavourable market developments are also seen in other business segments of the Parent and key subsidiaries, that is in Plastics and Chemicals.
In view of the situation, in the first quarter of 2023 the Parent and the key subsidiaries decided to reduce the utilisation of their production capacities to match the market demand. In addition, on March 10th 2023 Grupa Azoty PUŁAWY stopped the production of melamine on the only operating melamine unit and halted the production of caprolactam. The sale of stocks of these products is continued.
On May 17th 2023 and June 2nd 2023, Grupa Azoty PUŁAWY decided to resume production at two melamine units. The units' daily capacities account for approximately two-thirds of the rated capacity of all melamine units operated by the subsidiary. Their output is aligned with the current supply and demand situation.
The Parent and its subsidiaries are monitoring the market situation. Production volumes are being gradually raised, as announced in current reports on the level of production regularly issued by the Parent.
In the Management Board's opinion, the current situation is temporary and the optimisation measures being taken and planned will enable the Group to maintain production potential and return to full capacity utilisation if the market conditions change.
| Note 1. Revenue from contracts with customers | |||||||
|---|---|---|---|---|---|---|---|
| ----------------------------------------------- | -- | -- | -- | -- | -- | -- | -- |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Revenue from sale of products and services Revenue from sale of merchandise |
6,233,420 | 13,023,607 | 2,466,183 | 6,306,705 |
| and materials | 581,756 | 211,254 | 454,098 | 101,430 |
| Revenue from sale of property rights | 569,315 | - | 569,006 | - |
| Revenue from sale of licences | 1,808 | 2,071 | 1,559 | 1,634 |
| 7,386,299 | 13,236,932 | 3,490,846 | 6,409,769 |
In the first half of 2023, the Grupa Azoty Group generated revenue of PLN 7,386m, a decrease of 44% (PLN 5,850m) year on year. The principal driver of the decline in the Group's performance was low demand for the Group's products, reducing the sales volumes, coupled with a drop in average product prices. Furthermore, revenue declined due to an imbalance in supply and demand, stemming from limited supply as a result of reduced production capacities in Europe and competition from products manufactured in low-cost regions.
Revenue from sale of property rights comprises proceeds from sale of excess CO2 emission rights (EUAs) resulting from lower production levels and remaining after surrendering EUAs matching actual emissions for 2022. In total, 1,481,654 EUAs purchased on the market in prior periods were sold, generating proceeds of PLN 568,308 thousand.
| Other | ||||||
|---|---|---|---|---|---|---|
| Description | Agro | Plastics | Chemicals | Energy | Activities | Total |
| Main product lines | ||||||
| Revenue from sale of products and services | 3,759,034 | 612,267 | 1,402,588 | 324,426 | 135,105 | 6,233,420 |
| Revenue from sale of merchandise and materials | 428,930 | 21,652 | 25,047 | 87,335 | 18,792 | 581,756 |
| Revenue from sale of property rights | - | - | 4 | 394,105 | 175,206 | 569,315 |
| Revenue from sale of licences | 1,808 | - | - | - | - | 1,808 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Geographical regions | ||||||
| Poland | 2,383,225 | 117,599 | 640,463 | 805,866 | 321,648 | 4,268,801 |
| Germany | 150,638 | 328,574 | 129,098 | - | 2,508 | 610,818 |
| Other EU countries | 675,185 | 162,960 | 467,176 | - | 4,691 | 1,310,012 |
| Asia | 171,861 | 310 | - | - | - | 172,171 |
| South America | 138,654 | 3,267 | 986 | - | - | 142,907 |
| Other countries | 670,209 | 21,209 | 189,916 | - | 256 | 881,590 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Customer type | ||||||
| Legal persons | 4,160,924 | 633,919 | 1,427,555 | 805,332 | 326,240 | 7,353,970 |
| Individuals | 28,848 | 84 | 534 | 2,863 | 32,329 | |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Agreement type | ||||||
| Fixed-price contracts | 1,208,732 | 625,646 | 353,067 | 452,687 | 282,795 | 2,922,927 |
| Time-and-materials contracts | - | 456 | - | 2,812 | 5,580 | 8,848 |
| Other | 2,981,040 | 7,817 | 1,074,572 | 350,367 | 40,728 | 4,454,524 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Customer relations | ||||||
| Long-term | 971,268 | 116,925 | 541,633 | 683,059 | 40,449 | 2,353,334 |
| Short-term | 3,218,504 | 516,994 | 886,006 | 122,807 | 288,654 | 5,032,965 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Revenue recognition timing | ||||||
| Revenue recognised at a point in time | 4,189,772 | 633,919 | 1,427,639 | 805,866 | 324,940 | 7,382,136 |
| Revenue recognised over time | - | - | - | - | 4,163 | 4,163 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 | |
| Sale channels | ||||||
| Direct sales | 1,586,055 | 556,856 | 1,287,291 | 787,351 | 328,586 | 4,546,139 |
| Intermediated sales | 2,603,717 | 77,063 | 140,348 | 18,515 | 517 | 2,840,160 |
| 4,189,772 | 633,919 | 1,427,639 | 805,866 | 329,103 | 7,386,299 |
| Other | ||||||
|---|---|---|---|---|---|---|
| Description | Agro | Plastics | Chemicals | Energy | Activities | Total |
| Main product lines | ||||||
| Revenue from sale of products and services | 7,753,499 | 1,224,791 | 3,732,184 | 203,885 | 109,248 | 13,023,607 |
| Revenue from sale of merchandise and materials | 110,799 | - | 11,712 | 58,793 | 29,950 | 211,254 |
| Revenue from sale of licences | 2,071 | - | - | - | - | 2,071 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Geographical regions | ||||||
| Poland | 4,848,292 | 134,160 | 1,641,461 | 262,678 | 115,089 | 7,001,680 |
| Germany | 451,309 | 474,637 | 307,170 | - | 9,435 | 1,242,551 |
| Other EU countries | 1,345,987 | 520,393 | 1,294,555 | - | 11,698 | 3,172,633 |
| Asia | 152,984 | 20,177 | 8,290 | - | 1,930 | 183,381 |
| South America | 281,473 | 7,233 | 9,375 | - | - | 298,081 |
| Other countries | 786,324 | 68,191 | 483,045 | - | 1,046 | 1,338,606 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Customer type | ||||||
| Legal persons | 7,820,837 | 1,224,791 | 3,743,719 | 262,153 | 135,475 | 13,186,975 |
| Individuals | 45,532 | - | 177 | 525 | 3,723 | 49,957 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Agreement type | ||||||
| Fixed-price contracts | 2,362,471 | 1,215,551 | 732,802 | 120,781 | 89,775 | 4,521,380 |
| Time-and-materials contracts | - | 544 | - | - | 5,383 | 5,927 |
| Other | 5,503,898 | 8,696 | 3,011,094 | 141,897 | 44,040 | 8,709,625 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Customer relations | ||||||
| Long-term | 2,758,545 | 218,880 | 1,366,857 | 177,153 | 38,545 | 4,559,980 |
| Short-term | 5,107,824 | 1,005,911 | 2,377,039 | 85,525 | 100,653 | 8,676,952 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Revenue recognition timing | ||||||
| Revenue recognised at a point in time | 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 133,424 | 13,231,158 |
| Revenue recognised over time | - | - | - | - | 5,774 | 5,774 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 | |
| Sale channels | ||||||
| Direct sales | 2,899,950 | 923,411 | 3,482,326 | 242,436 | 137,031 | 7,685,154 |
| Intermediated sales | 4,966,419 | 301,380 | 261,570 | 20,242 | 2,167 | 5,551,778 |
| 7,866,369 | 1,224,791 | 3,743,896 | 262,678 | 139,198 | 13,236,932 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Depreciation and amortisation | 395,305 | 356,928 | 201,524 | 179,686 |
| Raw materials and consumables used | 5,847,885 | 8,880,790 | 2,208,112 | 4,452,228 |
| Services | 632,629 | 807,024 | 293,598 | 413,932 |
| Taxes and charges | 260,995 | 365,395 | 105,250 | 178,890 |
| Salaries and wages | 858,502 | 809,897 | 429,603 | 424,018 |
| Social security and other employee benefits |
240,002 | 220,843 | 123,045 | 114,839 |
| Other | 88,294 | 79,814 | 37,966 | 45,874 |
| Costs by nature of expense | 8,323,612 | 11,520,691 | 3,399,098 | 5,809,467 |
| Change in inventories of finished goods (+/-) Work performed by the entity and |
383,627 | (505,047) | 675,031 | (457,318) |
| capitalised (-) | (131,697) | (142,668) | (79,571) | (80,141) |
| Selling and distribution expenses (-) | (474,111) | (612,279) | (221,830) | (309,276) |
| Administrative expenses (-) | (487,065) | (465,709) | (240,821) | (252,515) |
| Cost of merchandise and materials sold |
444,939 | 138,972 | 324,144 | 68,512 |
| Cost of sales | 8,059,305 | 9,933,960 | 3,856,051 | 4,778,729 |
| including excise duty | 2,009 | 2,860 | 916 | 1,061 |
The individual items of operating expenses changed year on year mainly as a result of:
• raw materials and consumables used – price decline, mainly in the case of gas and petroleum-derived raw materials, with reduced consumption. Rising prices of energy and fossil commodities,
• services – lower costs of transport services due to sale of a lower product tonnage and a drop in subcontractor services for overhaul projects,
• taxes and charges – lower CO2 emission allowances (production curtailment),
• salaries and wages – increase due to higher employee benefits.
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Reversed impairment losses – property, plant and equipment, |
||||
| investment property Reversed impairment losses – trade |
3,896 | 3 | 3,896 | 2 |
| and other receivables Income from lease of investment |
839 | 5,093 | 206 | 4,795 |
| property | 5,998 | 7,592 | 1,427 | 4,431 |
| Provisions reversed | 8,186 | 716 | 4,282 | 257 |
| Received compensation | 19,994 | 5,938 | 19,429 | 2,937 |
| Government grants Compensation as part of state aid programme for energy-intensive sectors related to sudden increases in |
8,527 | 8,945 | 4,381 | 5,163 |
| natural gas and electricity prices | 234,181 | - | - | - |
| Other | 25,579 | 14,430 | 22,248 | 10,704 |
| 307,200 | 42,717 | 55,869 | 28,289 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Loss on disposal of property, plant and equipment, intangible assets, and right-of-use assets Recognised impairment losses – property, plant and equipment, investment property, intangible |
290 | 5,543 | 222 | 5,543 |
| assets | 889 | 1,514 | 637 | 169 |
| Recognised impairment losses – other receivables Investment property maintenance |
13,705 | 439 | 13,517 | 385 |
| costs | 8,365 | 7,256 | 3,603 | 3,708 |
| fines and compensations | 11,654 | 2,547 | 7,148 | 1,732 |
| Downtime costs | 1,252 | 809 | 549 | 399 |
| Failure recovery costs | 6,571 | 8,102 | 5,019 | 3,670 |
| Recognised provisions | 27,362 | 16,282 | 1,393 | 14,005 |
| Other expenses | 6,113 | 10,877 | 3,082 | 8,740 |
| 76,201 | 53,369 | 35,170 | 38,351 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Interest on bank deposits | 1,875 | 7,323 | 801 | 5,424 |
| Interest on cash pooling and loans | 610 | 5 | 438 | (4) |
| Interest on trade receivables | 1,342 | 2,522 | 476 | 1,438 |
| Other interest income Gains on measurement of financial assets and liabilities at fair value |
782 | 480 | 393 | 340 |
| through profit or loss | 44,670 | - | 23,909 | - |
| Foreign exchange gains | 261,227 | - | 195,718 | - |
| Discount on provisions and loans | 2,521 | 4,567 | 2,368 | 3,882 |
| Dividends received | 35 | - | 35 | - |
| Other finance income | 2,721 | 1,432 | 706 | 662 |
| 315,783 | 16,329 | 224,844 | 11,742 |
The line item 'Gains on measurement of financial assets and liabilities at fair value through profit or loss' includes the effect of measurement of currency risk hedging instruments that were not designated as hedging instruments under hedge accounting. The largest part of that amount, i.e., PLN 19,343 thousand, represents the positive measurement of financial instruments executed by Grupa Azoty POLYOLEFINS in connection with implementation of the Polimery Police project.
Foreign exchange gains of PLN 261,227 thousand (first half of 2022: foreign exchange losses of PLN 110,673 thousand) comprised:
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Interest on bank term and overdraft facilities |
102,469 | 55,847 | 58,090 | 32,057 |
| Interest on cash pooling and loans Interest on factoring, discounting and |
15,278 | 1,038 | 8,066 | 2 |
| lease liabilities | 64,546 | 11,220 | 37,643 | 5,709 |
| Interest on trade payables | 6,777 | 1,401 | 4,074 | 885 |
| Interest on public charges | 574 | 152 | 186 | 20 |
| Other interest expense | 13,604 | 7,274 | 12,725 | 7,180 |
| Loss on sale of financial investments Losses on measurement of financial assets and liabilities at fair value |
- | - | - | (152) |
| through profit or loss | - | 16,150 | - | 2,809 |
| Foreign exchange losses Unwind of discount on provisions and |
- | 110,673 | - | 82,966 |
| loans | 3,879 | 180 | 3,541 | (21) |
| Other finance costs | 1,474 | - | 34 | 79 |
| 208,601 | 203,935 | 124,359 | 131,534 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Current income tax: | ||||
| Current income tax expense Adjustments to current income tax |
8,783 | 344,918 | 5,889 | 167,947 |
| for previous years | (3,771) | (3,552) | (5,253) | (3,552) |
| 5,012 | 341,366 | 636 | 164,395 | |
| Deferred income tax: Deferred income tax associated with origination and reversal of |
||||
| temporary differences | (189,462) | 11,261 | (156,990) | (20,180) |
| (189,462) | 11,261 | (156,990) | (20,180) | |
| Income tax expense disclosed in the | ||||
| statement of profit or loss | (184,450) | 352,627 | (156,354) | 144,215 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| (Loss)/profit before tax | (1,282,871) | 2,034,587 | (699,471) | 943,805 |
| Tax calculated at the applicable tax rate Effect of tax rates applicable in |
(243,745) | 386,572 | (132,899) | 179,323 |
| foreign jurisdictions | (9,102) | 16,491 | (8,326) | 8,245 |
| Effect of tax-exempt income | (36,706) | (8,309) | (36,147) | (4,152) |
| Effect of non tax-deductible expenses and temporary differences for which no deferred tax is |
||||
| recognised Effect of tax losses deducted in the |
15,893 | 6,165 | 10,310 | 3,031 |
| period Public aid used in the reporting period, including public aid related to business activity conducted in |
(66,963) | (3,631) | (65,513) | (1,017) |
| the Special Economic Zone | 60,477 | (79,883) | 63,328 | (40,900) |
| Other | 95,696 | 35,222 | 12,893 | (315) |
| Income tax expense disclosed in the statement of profit or loss |
(184,450) | 352,627 | (156,354) | 144,215 |
| Effective tax rate | 14.4% | 17.3% | 22.4% | 15.3% |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Tax on items that will not be reclassified to profit or loss (+/-) |
(4,463) | 3,134 | (4,463) | 3,134 |
| Actuarial (losses)/gains from defined benefit plans Other income |
(4,463) - |
3,622 (488) |
(4,463) - |
3,622 (488) |
| Tax on items that are or may be reclassified to profit or loss (+/-) |
7,801 | (1,927) | 6,794 | (405) |
| Measurement of hedging instruments through hedge accounting |
7,801 | (1,927) | 6,794 | (405) |
| Income tax expense disclosed in other comprehensive income |
3,338 | 1,207 | 2,331 | 2,729 |
| Assets (-) | Liabilities (+) | |||
|---|---|---|---|---|
| Jun 30 2023 | Dec 31 2022 | Jun 30 2023 | Dec 31 2022 | |
| unaudited | audited | unaudited | audited | |
| Property, plant and equipment | (140,063) | (151,457) | 392,296 | 391,600 |
| Right-of-use assets | (308) | (597) | 114,491 | 113,128 |
| Investment property | (2,222) | (2,324) | 14,983 | 15,023 |
| Intangible assets | (4,478) | (4,771) | 211,857 | 240,541 |
| Financial assets | (14,325) | (14,010) | 9,648 | 3,716 |
| Inventories and property rights | (100,099) | (110,839) | 214,104 | 195,052 |
| Trade and other receivables | (27,908) | (13,647) | 25,562 | 16,215 |
| Trade and other payables | (203,545) | (271,993) | 1,158 | 830 |
| Other assets | (514) | (757) | 77 | 128 |
| Employee benefits | (103,454) | (103,941) | 457 | 518 |
| Provisions | (74,438) | (73,163) | 1,037 | 5,322 |
| Borrowings | (13,240) | (13,623) | 14,703 | 7,021 |
| Other financial liabilities, including leases | (74,507) | (67,011) | 36 | 257 |
| Derivative financial instruments | - | - | 14,061 | - |
| Measurement of hedging instruments through hedge accounting | (2,389) | (10,241) | - | 7,023 |
| State aid deductible in future periods | (109,290) | (105,558) | - | - |
| Tax losses | (230,803) | (2,546) | - | - |
| Other | (66,490) | (1,855) | 10,623 | 7,562 |
| Deferred tax assets (-)/liabilities (+) | (1,168,073) | (948,333) | 1,025,093 | 1,003,936 |
| Offset | 702,014 | 617,444 | (702,014) | (617,444) |
| Deferred tax assets (-)/liabilities (+) recognised in the statement of financial position |
(466,059) | (330,889) | 323,079 | 386,492 |
Basic earnings per share were calculated based on net profit and the weighted average number of shares outstanding in the reporting period. The amounts were determined as follows:
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| Net (loss)/profit attributable to owners of the Parent |
(1,065,710) | 1,569,399 | (543,962) | 715,806 |
| Number of shares at beginning of period |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| Number of shares at end of period | 99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| Weighted average number of shares in the period |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| (Loss)/earnings per share: | ||||
| Basic (PLN) | (10.74) | 15.82 | (5.48) | 7.22 |
| Diluted (PLN) | (10.74) | 15.82 | (5.48) | 7.22 |
There are no potentially dilutive shares which would cause dilution of earnings per share.
Net carrying amount of property, plant and equipment
| Land | Mineral deposits |
Buildings and structures |
Plant and equipment |
Vehicles | Other property plant and equipment |
Property, plant and equipment under construction |
Total | |
|---|---|---|---|---|---|---|---|---|
| Net carrying amount as at Jan 1 2023 |
66,249 | 3,207 | 2,907,522 | 3,596,527 | 122,009 | 192,826 | 6,503,822 | 13,392,162 |
| Increase, including: | 11 | - | 133,709 | 220,369 | 9,188 | 12,091 | 1,412,282 | 1,787,650 |
| Purchase, production, commissioning | 11 | - | 124,779 | 219,013 | 8,852 | 12,079 | 1,407,518 | 1,772,252 |
| Reversal and use of impairment losses | - | - | - | - | 1 | - | 3,885 | 3,886 |
| Reclassification from investment property | - | - | 1,185 | 60 | - | - | - | 1,245 |
| Reclassification from other items | - | - | - | - | 158 | - | - | 158 |
| Increase in liabilities related to remediation costs | - | - | 7,745 | - | - | - | - | 7,745 |
| Other increase | - | - | - | 1,296 | 177 | 12 | 879 | 2,364 |
| Decrease, including: (-) | (2,361) | (807) | (91,421) | (250,830) | (9,187) | (16,980) | (395,329) | (766,915) |
| Depreciation and amortisation | - | (807) | (75,370) | (236,571) | (8,141) | (16,622) | - | (337,511) |
| Sale, liquidation | - | - | (1) | (648) | (671) | (30) | - | (1,350) |
| Commissioning | - | - | - | - | - | - | (380,721) | (380,721) |
| Recognition of impairment loss | - | - | (76) | (178) | - | (6) | (76) | (336) |
| Reclassification to investment property | - | - | (950) | - | - | - | (1,019) | (1,969) |
| Reclassification to other assets | - | - | (387) | (76) | (71) | - | - | (534) |
| Translation of exchange differences | (2,361) | - | (13,433) | (13,357) | (304) | (322) | (393) | (30,170) |
| Decrease in liabilities related to remediation costs | - | - | (492) | - | - | - | - | (492) |
| Other decrease | - | - | (712) | - | - | - | (13,120) | (13,832) |
| Net carrying amount as at Jun 30 2023 (unaudited) | 63,899 | 2,400 | 2,949,810 | 3,566 066 | 122,010 | 187,937 | 7,520,775 | 14,412,897 |
| Mineral | Buildings and |
Plant and | Other property plant and |
Property, plant and equipment under |
||||
|---|---|---|---|---|---|---|---|---|
| Land | deposits | structures | equipment | Vehicles | equipment | construction | Total | |
| Net carrying amount as at Jan 1 2022 | 59,559 | 4,935 | 2,835,974 | 3,604,945 | 123,248 | 165,455 | 5,163,569 | 11,957,685 |
| Increase, including: | 6,929 | - | 417,591 | 767,407 | 32,775 | 65,746 | 2,850,168 | 4,140,616 |
| Purchase, production, commissioning | 5,796 | - | 388,503 | 760,421 | 30,496 | 65,571 | 2,846,628 | 4,097,415 |
| Reversal and use of impairment losses | 347 | - | 1,137 | 1,099 | 976 | - | 1,626 | 5,185 |
| Reclassification from investment property |
- | - | 135 | - | - | - | - | 135 |
| Reclassification from other items | - | - | - | 650 | 1,303 | - | - | 1,953 |
| Translation of exchange differences | 786 | - | 4,987 | 5,237 | - | 175 | 569 | 11,754 |
| Increase in liabilities related to remediation costs | - | - | 22,802 | - | - | - | - | 22,802 |
| Other increase | - | - | 27 | - | - | - | 1,345 | 1,372 |
| Decrease, including: (-) | (239) | (1,728) | (346,043) | (775,825) | (34,014) | (38,375) | (1,509,915) | (2,706,139) |
| Depreciation and amortisation | - | (1,728) | (146,799) | (445,726) | (16,586) | (31,438) | - | (642,277) |
| Sale, liquidation | (136) | - | (108) | (1,661) | (16,796) | (114) | - | (18,815) |
| Commissioning | - | - | - | - | - | - | (1,208,024) | (1,208,024) |
| Recognition of impairment loss | (69) | - | (195,958) | (328,431) | (367) | (6,822) | (294,014) | (825,661) |
| Reclassification to investment property | (34) | - | (708) | (1) | - | (410) | (1,153) | |
| Reclassification to other assets | - | - | - | - | - | - | (928) | (928) |
| Translation of exchange differences | - | - | (264) | - | - | (264) | ||
| Decrease in liabilities related to remediation costs | - | - | (119) | - | - | - | - | (119) |
| Other decrease | - | - | (2,351) | (6) | (1) | (1) | (6,539) | (8,898) |
| Net carrying amount as at Dec 31 2022 (audited) | 66,249 | 3,207 | 2,907,522 | 3,596,527 | 122,009 | 192,826 | 6,503,822 | 13,392,162 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Perpetual usufruct of land | 611,242 | 579,986 |
| Land | 464 | 479 |
| Buildings and structures | 39,520 | 42,290 |
| Plant and equipment | 54,836 | 62,259 |
| Vehicles | 79,846 | 72,960 |
| Other fixtures and fittings, tools and equipment | 525 | 631 |
| 786,433 | 758,605 | |
| Right-of-use assets under construction | 206 | 108 |
| 786,639 | 758,713 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Trademarks, including: | 269,895 | 279,999 |
| recognised upon acquisition of Grupa Azoty POLICE | 48,047 | 48,047 |
| recognised upon acquisition of Grupa Azoty PUŁAWY | 33,155 | 33,100 |
| recognised upon acquisition of COMPO EXPERT | 188,693 | 198,852 |
| Corporate logo recognised upon acquisition of COMPO EXPERT | 123,118 | 129,731 |
| Customer portfolio, including: | 275,225 | 299,417 |
| recognised upon acquisition of COMPO EXPERT | 275,225 | 299,417 |
| Patents and licences | 69,621 | 72,137 |
| Software | 22,032 | 23,143 |
| Development costs | 5,707 | 4,236 |
| Other intangible assets | 44,739 | 49,275 |
| Intangible assets under development | 117,948 | 113,546 |
| 928,285 | 971,484 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Emission allowances | 2,198,254 | 1,991,276 |
| Energy certificates | 6,636 | 18,073 |
| Total property rights | 2,204,890 | 2,009,349 |
The PLN 195,541 thousand increase in the value of property rights was due to the settlement of futures contracts used to redeem emissions for 2022, adjusted by redemption related to the settlement of emissions for 2022.
CO2 emission allowances held (number of units)
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Balance at beginning of period (units held) | 5,685,103 | 5,277,013 |
| Allocated | 4,848,829 | 4,872,272 |
| Purchased | 1,558,641 | 2,799,553 |
| Sold/Returned | (1,498,676) | - |
| Redeemed | (6,015,005) | (7,263,735) |
| Balance at end of period (units held) | 4,578,892 | 5,685,103 |
| Emissions in the reporting period | 2,334,466 | 6,026,437 |
In 2023, 4,848,829 free CO2 emission allowances were credited to the accounts of the Group companies' installations participating in the EU ETS, of which 360,456 allowances are to be returned. As at June 30th 2023, the Group did not have a sufficient surplus of CO2 emission allowances necessary to redeem allowances for 2023. The number of missing EUAs is 69,870 and relates to the Parent.
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Trade receivables – related parties | 1,622 | 9,843 |
| Trade receivables – other entities | 1,101,475 | 1,503,220 |
| Receivables from state budget, except for income tax | 231,479 | 335,931 |
| Amounts receivable under construction contracts Prepayments for deliveries of property, plant and equipment and |
5,036 | 3,540 |
| intangible assets | 64,343 | 86,211 |
| Prepayments for deliveries of materials, goods and services | 22,664 | 30,396 |
| Accrued expenses | 664,101 | 562,551 |
| Other receivables | 163,050 | 124,331 |
| 2,253,770 | 2,656,023 | |
| including | ||
| Long-term | 661,655 | 629,999 |
| Short-term | 1,592,115 | 2,026,024 |
| 2,253,770 | 2,656,023 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Cash in hand | 417 | 507 |
| Bank balances in PLN | 315,904 | 184,878 |
| Bank balances in foreign currencies (translated to PLN) | 1,029,761 | 304,179 |
| Bank deposits − up to 3 months | 26,983 | 842,533 |
| Other bank deposits | 32,616 | 44,151 |
| Other | - | 293 |
| 1,405,681 | 1,376,541 | |
| Cash and cash equivalents in the statement of financial position | 1,405,681 | 1,376,541 |
| Cash and cash equivalents in the statement of cash flows | 1,405,681 | 1,376,541 |
As at June 30th 2023, the amount of funds in the split payment account was PLN 233,745 thousand (December 31st 2022: PLN 14,918 thousand) and was included in the total amount of cash at banks (PLN) of PLN 315,904 thousand.
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Bank borrowings | 7,201,822 | 5,063,544 |
| Loans | 609,854 | 597,900 |
| 7,811,676 | 5,661,444 | |
| including | ||
| Long-term | 3,584,290 | 4,971,706 |
| Short-term | 4,227,386 | 689,738 |
| 7,811,676 | 5,661,444 |
Further to Section 3.5 of these financial statements, with respect to the Waiver and Amendment Agreements signed on August 31st 2023, as at June 30th 2023 the Group reclassified a portion of its borrowings (PLN 3,075,382 thousand) from non-current to current borrowings, which will have a significant adverse effect on the liquidity ratios.
The reclassification was made with respect to the following borrowings:
| Credit facility | Currency | Rate of interest | Reclassified amount |
|---|---|---|---|
| Syndicated Credit Facility | PLN | variable | 1,098,918 |
| Syndicated Credit Facility | EUR | variable | 369,804 |
| Syndicated Term Loan Facility | PLN | variable | 802,718 |
| Term loan facility with EIB | EUR | fixed | 80,816 |
| Term loan facility with EBRD | PLN | variable | 23,068 |
| Term loan facility II with EIB | EUR | fixed | 400,410 |
| Term loan facility II with EBRD | PLN | variable | 299,648 |
| 3,075,382 |
In the six months ended June 30th 2023, the Parent incurred a revolving credit facility of PLN 1,100m and a PLN 348m overdraft facility to finance the Group's physical cash pool mechanism.
In the first half of 2023, the Group paid all its liabilities under borrowings when due. The Group has access to umbrella limits under PLN, EUR and USD overdraft facilities linked to physical cash pooling arrangements and under a multi-purpose credit facility which may be used as directed by the Parent in accordance with changes in funding requirements of any of the Group's subsidiaries. The Group also has access to bilateral overdraft limits and multi-purpose facilities.
The aggregate amount of the Group's undrawn overdraft and multi-purpose credit facilities as at June 30th 2023 was PLN 767m. At the same time, the Group had undrawn limits under corporate credit facilities of PLN 30m, and PLN 10m in funds available under special purpose loans.
In addition, the amount of credit limits available to Grupa Azoty POLYOLEFINS under the Credit Facilities Agreement for the financing of the Polimery Police project was PLN 2,008m.
As at June 30th 2023, under the agreements specified above the Group had access to total credit limits of approximately PLN 2,815m (of which limits under Grupa Azoty POLYOLEFINS special purpose credit facilities for the financing of the Polimery Police project were PLN 2,808m, and other limits available to the Group amounted to PLN 807m).
As at June 30th 2023, the Group's Agreements package was secured through harmonised sureties and guarantees granted by key subsidiaries, i.e., Grupa Azoty PUŁAWY, Grupa Azoty POLICE and Grupa Azoty KĘDZIERZYN. Each of the above-mentioned subsidiaries provided sureties/guarantees up to one third of 120% of the value of each credit facility agreement, including:
Additionally, certain subsidiaries of the Group have mortgages and registered pledges securing their bank credits and loans contracts. Such mortgages and pledges do not violate the covenants included in the above-mentioned Group's Agreements package.
On August 31st 2023, under the Waiver and Amendment Letters, additional security was created with respect to liabilities under the Agreements through the execution by the Company's subsidiary Compo Expert Holding GmbH, acting as the guarantor, of a guarantee agreement with the Financing Parties. The guarantor's potential liability towards the Financing Parties is limited by German law to the value of its net assets.
| Curren cy |
Reference rate | Amount as at the reporting date in foreign currency |
Amount as at the reporting date in PLN |
Up to 1 year |
1−2 years | 2−5 years | Over 5 years |
|---|---|---|---|---|---|---|---|
| PLN | variable / fixed | 3,455,839 | 3,455,839 | 3,133,716 | 7,500 | 22,500 | 292,123 |
| EUR | variable / fixed | 583,031 | 2,545,126 | 1,036,168 | 2,637 | 3,869 | 1,502,452 |
| USD | variable | 454,508 | 1,753,209 | - | - | - | 1,753,209 |
| BRL | fixed | 67,908 | 57,502 | 57,502 | - | - | - |
| 7,811,676 4,227,386 | 10,137 | 26,369 | 3,547,784 |
| Curren cy |
Reference rate | Amount as at the reporting date in foreign currency |
Amount as at the reporting date in PLN |
Up to 1 year |
1−2 years | 2−5 years | Over 5 years |
|---|---|---|---|---|---|---|---|
| PLN | variable / fixed | 2,081,100 | 2,081,100 | 461,117 | 372,638 | 897,717 | 349,628 |
| EUR | variable / fixed | 487,031 | 2,234,585 | 196,974 | 177,951 | 708,784 | 1,150,876 |
| USD | variable | 319,595 | 1,314,112 | - | - | - | 1,314,112 |
| BRL | fixed | 38,133 | 31,647 | 31,647 | - | - | - |
| 1,606,50 | |||||||
| 5,661,444 | 689,738 | 550,589 | 1 | 2,814,616 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Reverse factoring liabilities | 2,297,789 | 1,287,442 |
| Other obligations | 681,824 | 686,318 |
| 2,979,613 | 1,973,760 | |
| including | ||
| Long-term | 678,324 | 682,818 |
| Short-term | 2,301,289 | 1,290,942 |
| 2,979,613 | 1,973,760 |
The amount of other financial liabilities reflects the valuation of financial liabilities resulting from the equity contributions made to Grupa Azoty POLYOLEFINS and taken up by Grupa LOTOS (currently ORLEN S.A.), Hyundai and KIND of PLN 672,528 thousand (PLN 673,826 thousand as at December 31st 2022).
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Pension benefit obligations | 234,431 | 215,843 |
| Jubilee benefit obligations | 246,261 | 240,521 |
| Pensioner Social Fund benefit obligations | 19,278 | 15,333 |
| Other obligations | 22,608 | 22,760 |
| 522,578 | 494,457 | |
| including | ||
| Long-term | 469,344 | 439,656 |
| Short-term | 53,234 | 54,801 |
| 522,578 | 494,457 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Provision for litigation | 12,340 | 28,215 |
| Provision for environmental protection | 250,959 | 240,701 |
| Other provisions | 65,356 | 66,436 |
| 328,655 | 335,352 | |
| including | ||
| Long-term | 240,693 | 241,007 |
| Short-term | 87,962 | 94,345 |
| 328,655 | 335,352 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Government grants | 1,419,069 | 222,743 |
| including | ||
| Long-term | 188,111 | 193,896 |
| Short-term | 1,230,958 | 28,847 |
| 1,419,069 | 222,743 |
The PLN 1,202,111 thousand increase in short-term grants was mainly attributable to the recognition of CO2 emission allowances for 2023, received or expected to be received.
As at June 30th 2023, the amount of grants to be settled under CO2 emission allowances was PLN 1,196,017 thousand.
After the reporting date, the Parent received additional 1,177 CO2 emission allowances measured at PLN 465 thousand.
The PLN 2,823,205 thousand decrease in trade and other payables was mainly attributable to payment of trade payables (down PLN 1,704,738 thousand) and a decrease in prepayments related to the CO2 emission provision following surrender of EUAs for 2022 (down PLN 1,086,292 thousand).
Financial assets
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| At fair value through profit or loss | 398,173 | 386,922 |
| At amortised cost | 2,611,057 | 2,838,787 |
| At fair value through other comprehensive income | 81,830 | 194,819 |
| 3,091,060 | 3,420,528 | |
| Recognised in the statement of financial position as: | ||
| Derivative financial instruments | 398,173 | 386,922 |
| Shares | 10,172 | 10,172 |
| Trade and other receivables | 1,271,183 | 1,640,934 |
| Cash and cash equivalents | 1,405,681 | 1,376,541 |
| Other financial assets | 5,851 | 5,959 |
| 3,091,060 | 3,420,528 |
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| At fair value through profit or loss | 453 | - |
| At amortised cost | 13,158,701 | 11,646,244 |
| 13,159,154 | 11,646,244 | |
| Recognised in the statement of financial position as: | ||
| Long-term borrowings | 3,584,290 | 4,971,706 |
| Short-term borrowings | 4,227,386 | 689,738 |
| Derivative financial instruments | 453 | - |
| Trade and other payables | 1,907,326 | 3,578,454 |
| Non-current ease liabilities | 391,035 | 360,957 |
| Current lease liabilities | 69,051 | 71,629 |
| Other non-current financial liabilities | 678,324 | 682,818 |
| Other current financial liabilities | 2,301,289 | 1,290,942 |
| 13,159,154 | 11,646,244 |
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk principally in connection with its trade receivables, loans advanced, short-term bank deposits, cash at bank, including cash under the cash pooling facility.
With respect to trade receivables, it is expected that historical payment data reflects credit risk that will be incurred in future periods. Expected credit losses for this group of counterparties have been estimated using a provision matrix and percentage ratios assigned to specific aging ranges of trade receivables (e.g. receivables claimed in court, receivables from insolvent counterparties) that make it possible to estimate the value of trade receivables that are not expected to be repaid.
If a receivable from a given counterparty is past due by more than 90 days, the Group assumes that the counterparty has probably defaulted on its obligation and recognises an impairment loss for the full amount of the receivable.
For financial assets included in the estimation of expected losses other than trade receivables, the Group measures the risk of default of the counterparties based on ratings assigned by credit rating agencies (e.g. to financial institutions) or ratings assigned using an internal credit rating model (e.g. for intra-group loans) that is appropriately converted to reflect the probability of default. In accordance with IFRS 9, the expected credit loss was calculated taking into account estimates of potential recoveries from collateral obtained and the time value of money.
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Agro | 607,439 | 975,069 |
| Plastics | 153,787 | 146,297 |
| Chemicals | 208,374 | 301,039 |
| Energy | 84,456 | 58,433 |
| Other Activities | 49,041 | 32,225 |
| 1,103,097 | 1,513,063 |
The Group's trade receivables from third parties are in the first place insured under a trade credit insurance policy, which limits the Group's credit risk exposure to the deductible amount (i.e. 5–10% of the amount of insured receivables). The policies ensure that customers' financial condition is monitored on an ongoing basis and enable debt recovery when required. Upon a customer's insolvency, the Group receives compensation equal to 90-95% of the amount of the insured receivables.
A part of the Group companies' trade receivables from third parties, not covered by the policy, is secured with letters of credit and guarantees or other forms of security acceptable to the Group companies.
Trade credit limit is granted primarily on the basis of the insurance companies' decision, but also taking into account positive trading history with the customer and the customer's creditworthiness (assessed based on business intelligence reports), financial statements and payment history.
If there is no positive history of trading between the Group and a customer, or where transactions are occasional and the credit limit cannot be insured, the customer is required to make a prepayment or provide security.
Credit risk exposure is defined as the total of unpaid receivables, monitored on an ongoing basis by the Group's internal financial staff (individually for each trading partner) and, if a receivable is insured, also by insurance companies' credit analysts.
Detailed information on the fair value of financial instruments whose fair value can be estimated is presented below:
The table below presents financial instruments of the Group, carried at fair value, by levels in the fair value hierarchy, as at June 30th 2023:
| Hierarchy level | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | 2,326 | 477,677 |
| at fair value through profit or loss – derivative financial instruments |
2,150 | - |
| measured at fair value through other comprehensive income, | 176 | 477,677 |
| including: shares |
- | 8,994 |
| trade receivables | - | 72,836 |
| derivative financial instruments | 176 | 395,847 |
| Financial liabilities at fair value, including: | 453 | 672,528 |
| at fair value through profit or loss, including: | 453 | 672,528 |
| derivative financial instruments | 453 | - |
| other financial liabilities | - | 672,528 |
The table below presents financial instruments of the Group, carried at fair value, by levels in the fair value hierarchy, as at December 31st 2022:
| Hierarchy level | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | 3,122 | 578,619 |
| measured at fair value through other comprehensive income, | 3,122 | 578,619 |
| including: shares |
- | 8,994 |
| trade receivables | - | 185,825 |
| derivative financial instruments | 3,122 | 383,800 |
| Financial liabilities at fair value, including: | - | 673,826 |
| at fair value through profit or loss, including: | - | 673,826 |
| other financial liabilities | - | 673,826 |
There were no transfers between the levels in the first half of 2023 or in 2022.
The fair value hierarchy presented in the tables above is as follows:
Level 1 – price quoted in an active market for the same asset or liability,
Level 2 – values based on inputs other than quoted Level 1 prices that are either directly or indirectly observable or determined on the basis of market data,
Level 3 – values based on input data that are not based on observable market data.
The fair value of financial instruments presented in Level 2, i.e. foreign currency contracts and interest rate hedges is determined on the basis of measurements carried out by the counterparty banks. The valuations are verified by discounting the expected cash flows from the contracts at market interest rates effective as at the reporting date.
The fair value of financial instruments presented in level III is determined as follows:
• The fair value of short-term trade receivables which are or may be transferred under factoring agreements is presented by the Group as financial assets measured at fair value through other comprehensive income. In the Group's opinion, the fair value of these receivables does not materially differ from their carrying
amounts due to their short maturities.
• The fair value of the shares (equity investments) was measured using the discounted cash flow method.
As at June 30th 2023, the notional amount of Grupa Azoty Group's open FX forwards was EUR 6.7m (with maturities in 2023).
In addition, Grupa Azoty POLICE held open currency derivatives (FX forwards) to exchange EUR 3m for USD, to be settled in July 2023.
As at June 30th 2023, Grupa Azoty POLICE had initiated three FX swap contracts to hedge its planned short position in the EUR/PLN currency pair in the third quarter of 2023, for a total amount of EUR 40m. The first leg of the transactions encompassed the sale of euros on the spot market on June 30th. The second legs of the transactions were executed to purchase euros on the forward market, with settlement dates scheduled for the end of July, August and September 2023.
As regards the US dollar, as at June 30th 2023 the Group had no outstanding derivative instruments in that currency.
Such contracts are only entered into with reliable banks under master agreements. All the contracts reflect actual cash flows in foreign currencies. Currency forwards and derivative contracts are executed to match the currency exposure and their purpose is to limit the effect of exchange rate fluctuations on profit or loss.
In the six months ended June 30th 2023, Grupa Azoty POLYOLEFINS held and entered into FX forward contracts to buy EUR for USD and to sell USD and EUR for PLN and USD to hedge the expected expenditure in EUR, USD and PLN.
As at June 30th 2023, Grupa Azoty POLYOLEFINS had the following open contracts:
The FX forwards to purchase PLN for USD were designated for the purpose of cash flow hedge accounting. As at June 30th 2023, the total result on the measurement of open transactions hedging currency risk executed by the company was PLN (11,831) thousand, including PLN (1,481) thousand attributable to the measurement of transactions designated for hedge accounting purposes.
In the six months ended June 30th 2023, Grupa Azoty POLYOLEFINS held IRSs with a zero floor whereby positive values of floating interest rates on debt denominated in EUR and USD are exchanged for a fixed interest rate. The contracts hedge the planned interest expense on the term facility made available under the Credit Facilities Agreement. They constitute security required under the Credit Facilities Agreement. As at June 30th 2023, Grupa Azoty POLYOLEFINS had the following open contracts:
In the six months ended June 30th 2023, the Company executed annexes amending the Credit Facilities Agreement, which modified certain financing terms, particularly those related to the interest rate on the USDdenominated tranche to be applied following cessation of the USD LIBOR rate. As of June 2023, the USDdenominated tranche bears interest at the SOFR rate.
The transactions hedging interest rate risk were designated for the purpose of cash flow hedge accounting. As at the end of June 2023, the notional amount of the transactions hedging interest rate risk was higher than the actual amount of debt outstanding under the term facility. The hedge relationship for that part of the hedging instrument's notional amount which was not covered by the hedged item was de-designated. A part of the fair value measurement of IRS and floor contracts was reclassified to profit or loss. Only the measurement amount corresponding to the portion of the hedge for which the hedged item is still expected to occur was charged to equity.
As at June 30th 2023, the total result on the measurement of open IRSs with a zero floor executed by the company was PLN 406,192 thousand, including PLN 401,747 thousand attributable to the measurement of transactions designated for hedge accounting purposes.
On May 31st 2020, the Parent, Grupa Azoty POLICE (jointly referred to as the "Original Sponsors") and Grupa Azoty POLYOLEFINS entered into agreements with Grupa LOTOS, currently ORLEN S.A. (as of August 1st 2022 Polski Koncern Naftowy ORLEN S.A., renamed as ORLEN S.A. ("ORLEN"), assumed all rights and obligations of Grupa LOTOS S.A.), Hyundai and KIND (ORLEN, Hyundai and KIND are jointly referred to as the "Co-Sponsors", and together with the Original Sponsors and Grupa Azoty POLYOLEFINS as the "Parties") concerning the terms and conditions of an equity investment and subordinated debt financing ("Transaction Documents") in connection with Grupa Azoty's strategic Polimery Police project implemented by Grupa Azoty POLYOLEFINS.
As part of the Transaction Documentation, investment agreements, loan agreements, shareholders' agreement between all of the Parties (the "Shareholders' Agreement") were signed.
In the Shareholders' Agreement, the Parties agreed that the lock-up period during which Hyundai and KIND would not be able, as a rule, to dispose of their Grupa Azoty POLYOLEFINS shares would last until the expiry of three years from the date of the Polimery Police project completion, and in the case of ORLEN – until full repayment of all liabilities under the Debt Financing Agreement, but not longer than until December 15th 2035. The Parties also agreed on a procedure for sale of Grupa Azoty POLYOLEFINS shares by the Co-Sponsors after expiry of the lock-up periods.
The Transaction Documents provide that the Original Sponsors may carry out a public offering of Grupa Azoty POLYOLEFINS shares after the expiry of the lock-up period. In addition, the Parties agreed on a put option for Hyundai and KIND towards the Original Sponsors and a call option for the Original Sponsors towards Hyundai, in each case with respect to Grupa Azoty POLYOLEFINS shares, with a total value (calculated based on the price originally paid by Hyundai and KIND for the shares) of up to USD 70,000,000, for the same amount expressed in USD, and in the case of the put option – additionally reduced by any dividends paid to Hyundai and KIND by the put option exercise date. The Parties agreed that the options would expire on or before December 31st 2035.
On November 16th 2020, each of the Co-Sponsors entered into a subscription agreement with Grupa Azoty POLYOLEFINS, under which 15,348,963 Series G shares were taken up by Hyundai, 1,052,184 Series G shares – by KIND, and 15,967,352 Series G shares – by ORLEN. Following the execution of the subscription agreements, the Co-Sponsors made cash contributions to pay for the new shares in Grupa Azoty POLYOLEFINS as follows: Hyundai paid USD 73,000,000 (equivalent to PLN 275,808,600, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020)), KIND paid USD 5,000,000 (equivalent to PLN 18,891,000, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020)), and ORLEN paid PLN 300,000,000.
As at November 16th 2020, the share of non-controlling interests on account of the shares covered by the put option was reduced by PLN 212,426 thousand and the other financial liabilities were increased by PLN 230,126 thousand, with PLN 17,700 thousand recognised in other capital reserves. Subsequent measurement of the recognised liability as at December 31st 2020 was partly charged to property, plant and equipment under construction and partly to profit or loss.
As at June 30th 2023, the Group continued to measure the recognised liability, charging it partly to property, plant and equipment under construction and partly to profit or loss. The amount of the liability is PLN 408,068 thousand (as at December 31st 2022: PLN 280,496 thousand).
The call option over Grupa Azoty POLYOLEFINS shares granted to the Parent and Grupa Azoty POLICE is a derivative instrument relating to the entity's own equity instrument from the perspective of the Group's consolidated financial statements, and is therefore excluded from the scope of IFRS 9 Financial Instruments and not recognised in the financial statements.
For details regarding repurchase of Grupa Azoty POLYOLEFINS shares from non-controlling shareholders, see Note 19.6 to the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2022.
The Shareholders' Agreement provides for additional exit mechanisms for the Co-Sponsors as shareholders of Grupa Azoty POLYOLEFINS. In particular, these mechanisms include a public issue of Grupa Azoty POLYOLEFINS shares; joint sale of Grupa Azoty POLYOLEFINS shares to third-party investors; first refusal rights over Grupa Azoty POLYOLEFINS shares granted to the Original Sponsors; an option for ORLEN to acquire a majority interest in Grupa Azoty POLYOLEFINS if the co-financing necessary to complete the Polimery Police project is not possible; and the exit mechanism for ORLEN, Hyundai and KIND, with respect to the shares not covered by the put option and the call option, through repurchase of such shares by Grupa Azoty POLYOLEFINS at fair value for subsequent cancellation. The shares should be repurchased using funds generated and accumulated by Grupa Azoty POLYOLEFINS once the senior debt financing has been fully repaid. The share repurchase is expected after 2035, in line with the current financial model adopted for the Polimery Police project. The repurchase price based on the future fair value of Grupa Azoty POLYOLEFINS shares as at the repurchase date, taking into account earlier dividend payments, will ensure that the Co-Sponsors receive the rate of return specified in the Shareholders' Agreement with respect to the contribution made on November 16th 2020 towards the Grupa Azoty POLYOLEFINS share capital increase, covered by the mechanism. If the rate of return is lower than agreed, the Original Sponsors will be jointly and severally obliged to make supplementary payments to the Co-Sponsors so as to increase the rate of return on the Co-Sponsors' investments covered by the share repurchase-based exit mechanism to the agreed level, but in any case by no more than a specified number of percentage points. Similarly, if the rate of return on the Co-Sponsors' investments in the shares covered by the share repurchase-based exit mechanism exceeds the level expected by the Co-Sponsors, they will be obliged to make payments to the Original Sponsors so as to reduce the rate of return on the Co-Sponsors' investments to the agreed level, but in any case by no more than a specified number of percentage points (the same as in the above-mentioned case where the rate of return on the Co-Sponsors' investments is increased by the Original Sponsors).
In view of the above, the Grupa Azoty POLYOLEFINS shares taken up for by ORLEN, Hyundai and KIND, which can be bought back in the future for cancellation in accordance with the Shareholders' Agreement, are recognised as a financial liability. As at June 30th 2023, the liability was initially measured at the carrying amount equal to the rate of return expected by the Co-Sponsors for the period from the contribution date to June 30th 2023. The liability is subsequently measured at fair value, taking into account the rate of return required by the Co-Sponsors.
The amount of the liability is PLN 264,460 thousand (as at December 31st 2022: PLN 280,496 thousand).
The mechanism described above, intended to stabilise the rate of return on the Co-Sponsors' investments in Grupa Azoty POLYOLEFINS shares covered by the share repurchase-based exit mechanism, results in the creation of a financial instrument at the Original Sponsors, whose value may be either positive (i.e., may become a financial asset if the Co-Sponsors anticipate a rate of return higher than agreed in the Shareholders' Agreement and, consequently, return payments to be made to the Original Sponsors) or negative (i.e., may become a financial liability if supplementary payments from the Original Sponsors to the Co-Sponsors are anticipated following the share repurchase).
Under the current baseline financial model of the Polimery Police project, which served as the basis for investment and credit decisions, it is expected that the Co-Sponsors will achieve a rate of return not lower than specified in the Shareholders' Agreement. Therefore, no supplementary payments are currently expected to be made by the Original Sponsors to the Co-Sponsors after the shares are repurchased for cancellation following repayment of the senior debt financing.
At the same time, despite the overall stage of completion of the Polimery Police project, which was 99.69% as at June 30th 2023, a range of micro- and macroeconomic factors affecting the implementation and profitability of the Polimery Police project, including temporary differences in the prices of key raw materials and selling prices of polypropylene relative to the baseline scenario, as well as a very distant date for the exercise of rights or performance of potential obligations under the profitability stabilisation mechanism, the estimation of the expected settlement result is highly uncertain. For this reason, the Parent has decided not to recognise a financial asset in this respect. This decision will be reviewed and revised in subsequent periods as the Polimery Police project is brought to completion.
The Group applies cash flow hedge accounting. The hedged item are highly probable future proceeds from sale transactions in the euro, which will be recognised in profit or loss in the period from July 2023 to March 2029. The hedging covers currency risk. The hedge are two euro-denominated credit facilities held by the Parent:
As at June 30th 2023, the carrying amount of both these credit facilities was PLN 648,005 thousand (December 31st 2022: PLN 770,777 thousand). The hedging reserve includes the effect of valuation as at June 30th 2023 in the amount of PLN (12,574) thousand (December 31st 2022: PLN (53,899) thousand), which entirely represents the effective hedge.
In the six months ended June 30th 2023, the Parent offset a hedging relationship with respect to payment of instalments of a foreign currency credit facility against proceeds from sales in the euro for the amount PLN 5,817 thousand (PLN 7,752 thousand in the period ended June 30th 2023).
Also Grupa Azoty POLYOLEFINS applies cash flow hedge accounting with respect to currency risk and interest rate risk. In currency risk hedges, the hedged item are future highly probable cash flows related to PLNdenominated costs attributable to a project, financed with drawdowns under the USD-denominated credit facility. In interest rate risk hedges, the hedged item are future highly probable cash flows arising from interest on the term loan denominated in EUR and USD.
As at June 30th 2023, Grupa Azoty POLYOLEFINS recognised in the hedge reserve PLN (1,481) thousand on measurement of FX hedging transactions and PLN 401,747 thousand on measurement of interest rate risk hedging transactions. PLN 409,048 thousand is recognised in the opening balance sheet, while PLN (8,782) thousand is recognised as a cash flow hedge.
Contingent assets
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Contingent receivables | 20,845 | 132,952 |
Contingent liabilities and guarantees/sureties
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Other contingent liabilities, including guarantees | 37,381 | 28,072 |
Related-party transactions accounted for using the equity method and not consolidated
| Trade transactions | ||||
|---|---|---|---|---|
| Revenue | Receivables | Purchases | Liabilities | |
| In the six months ended June 30th 2023 and as at that date (unaudited) |
||||
| Related parties of Grupa Azoty POLICE | 9,890 | 20,228 | 4,007 | 1,203 |
| Related parties of Grupa Azoty PUŁAWY | 200 | 47 | 7,347 | 531 |
| 10,090 | 20,275 | 11,354 | 1,734 |
| Revenue | Purchases | |
|---|---|---|
| In the six months ended June 30th 2022 (unaudited) | ||
| Related parties of Grupa Azoty POLICE | 8,273 | 2,122 |
| Related parties of Grupa Azoty PUŁAWY | 200 | 8,528 |
| 8,473 | 10,650 |
| Receivables | Liabilities | |
|---|---|---|
| As at Dec 31 2022 (audited) | ||
| Related parties of Grupa Azoty POLICE | 9,801 | 1,576 |
| Related parties of Grupa Azoty PUŁAWY | 42 | 1,135 |
| 9,843 | 2,711 |
| Other income | Other expenses |
Finance income |
Finance costs | |
|---|---|---|---|---|
| In the six months ended June 30th 2023 (unaudited) |
||||
| Related parties of Grupa Azoty PUŁAWY | 41 | - | - | 1,332 |
| 41 | - | - | 1,332 |
| Other income | Other expenses |
Finance income |
Finance costs | |
|---|---|---|---|---|
| In the six months ended June 30th 2022 (unaudited) |
||||
| Related parties of Grupa Azoty PUŁAWY | 35 | 125 | - | 298 |
| 35 | 125 | - | 298 |
In the period ended June 30th 2023, the Group signed contracts to continue ongoing projects and to commence new projects. The projects involve mainly the provision of construction, mechanical, electrical, and engineering design services.
The largest capital commitments were:
| As at Jun 30 2023 unaudited |
As at Dec 31 2022 audited |
|
|---|---|---|
| Propane dehydrogenation (PDH) and polypropylene unit at Grupa Azoty POLICE |
617,149 | 1,338,888 |
| Construction of CHP plant at Grupa Azoty PUŁAWY | 173,717 | 179,073 |
| Construction of nitric acid units at Grupa Azoty PUŁAWY | 103,362 | 103,451 |
As at June 30th 2023, the total amount of investment commitments under the contracts was PLN 1,422,140 thousand (December 31st 2022: PLN 2,097,283 thousand).
Changes in impairment losses on property, plant and equipment
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| At beginning of period | 1,433,562 | 620,956 | 1,430,676 | 622,210 |
| Recognised | 336 | 1,424 | 150 | 169 |
| Reversed (-) | - | (3) | - | (3) |
| Used (-) | (3,886) | (107) | (1,991) | (106) |
| Presentation change | (2,913) | - | (1,736) | - |
| At end of period | 1,427,099 | 622,270 | 1,427,099 | 622,270 |
Interim condensed consolidated financial statements for the six months ended June 30th 2023 (all amounts in PLN '000 unless indicated otherwise)
Changes in inventory write-downs
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| At beginning of period | 518,025 | 89,217 | 483,687 | 89,102 |
| Recognised | 921,452 | 20,854 | 556,809 | 8,529 |
| Reversed (-) | (251,287) | (6,439) | (183,320) | (3,503) |
| Used (-) | (660,778) | (15,237) | (329,506) | (5,452) |
| Exchange differences | (1,892) | 831 | (2,150) | 550 |
| At end of period | 525,520 | 89,226 | 525,520 | 89,226 |
| For the period Jan 1 − Jun 30 2023 unaudited |
For the period Jan 1 − Jun 30 2022 unaudited |
For the period Apr 1 − Jun 30 2023 unaudited |
For the period Apr 1 − Jun 30 2022 unaudited |
|
|---|---|---|---|---|
| At beginning of period | 91,942 | 87,907 | 90,742 | 87,420 |
| Recognised | 5,245 | 4,852 | 3,460 | 2,826 |
| Reversed (-) | (5,376) | (2,687) | (3,400) | (1,208) |
| Used (-) | (4,020) | (2,061) | (2,821) | (153) |
| Exchange differences | 30 | 1,047 | (160) | 173 |
| At end of period | 87,821 | 89,058 | 87,821 | 89,058 |
Consent to waiver of selected covenants under Grupa Azoty Group's Financing Agreements and to the issue of a Guarantee by COMPO EXPERT
For a detailed description, see Section 3.5 of these financial statements.
The Parent signed a new trade agreement with COMPO EXPERT whereby the range of Grupa Azoty fertilizers to be distributed by COMPO EXPERT in foreign markets will be significantly increased and the portfolio of offered products will include all nitrogen and compound fertilizers. The agreement was concluded for an indefinite period and the distribution schedule covers the period from October 1st 2023 to December 31st 2024.
As part of the expanded cooperation, COMPO EXPERT will market Grupa Azoty products internationally, ultimately via its extensive sales network, comprising offices in 22 countries and sales operations spanning over 100 countries, primarily in Europe, but also in South and North America, Africa, and Asia.
The agreement also outlines joint marketing efforts for fertilizer sales and the promotion of the Grupa Azoty brand.
On September 5th 2023, the Parent's Management Board was notified by Grupa Azoty KĘDZIERZYN of a failure at the ammonia unit. As a result of the failure, production processes at the subsidiary's key units, which include the production of fertilizers, nitric acid, UAN, urea, and OXO alcohols, have been temporarily suspended.
The production of nitric acid at Grupa Azoty KĘDZIERZYN will be resumed in the 39th week of 2023, followed by the production of mineral fertilizers at minimum loads. The restart of other units and ramp-up of production back to full capacity will continue until around mid-October 2023, when repair work on the ammonia plant's boiler system is scheduled for completion.
The financial impact of the plant failure at the operating level has been provisionally estimated at about PLN 20m, comprising lost profits on sales of products (fertilizers, nitric acid, UAN, urea and OXO alcohols) that would have likely been earned had the units operated at normal rates. The cost of repairing the ammonia plant is estimated at approximately PLN 1.4m.
The amounts presented above are estimates and may be subject to change.
On August 29th 2023, Grupa Azoty POLYOLEFINS received a letter from Hyundai Engineering Co., Ltd, which is the General Contractor on the Polimery Police project, notifying the investor that the duration of the project will be extended by a period of two to three months.
The General Contractor cited unforeseen equipment problems during the commissioning phase of certain units as the reason for the delay in completing the project work.
On September 14th 2023, Grupa Azoty POLYOLEFINS executed Amendment 1 and Amendment 2 to the contract for the purchase of propane with Trafigura PTE Ltd. of Singapore.
The amendments are aimed at aligning the contract with the Subsidiary's current needs reflecting the progress made on the Polimery Police project, whose duration is expected to be extended. Under the amendments, the propane deliveries schedule has been revised, additional propane deliveries have been contracted, and the contract term has been extended until December 12th 2025.
The value of the additional deliveries is estimated at approximately USD 80m.
On July 14th 2023, the Management Board of Grupa Azoty PUŁAWY was notified that on July 13th 2023 the other party signed an annex to the EPC contract for the project to construct a coal-fired power generation unit, concluded between Grupa Azoty PUŁAWY and a consortium of Polimex-Mostostal S.A., Polimex Energetyka Sp. z o.o., and SBB Energy S.A., the general contractor for the project (the "Contractor").
The annex increases the Contractor's remuneration under the contract by PLN 35m (up to PLN 1,196,655 thousand, VAT exclusive) and extends the contract term by 223 days until June 3rd 2023. These changes satisfy the Contractor's claims announced by Grupa Azoty PUŁAWY in its current reports. The annex took effect on the date of its execution by the Parties.
On September 26th 2023, Grupa Azoty PUŁAWY announced that had received from the Contractor an updated work schedule according to which the project is to be completed in mid-December 2023.
In September 2023, Grupa Azoty PUŁAWY and Grupa Azoty POLICE returned 340,082 surplus emission allowances with a total value of PLN 152,389 thousand. In the financial statements for the six months ended June 30th 2023, the allowances are recognised under "Property rights" and "Trade and other payables".
________________________ ________________________ Tomasz Hinc Mariusz Grab
President of the Management Board Vice President of the Management Board
________________________ ________________________ Filip Grzegorczyk Grzegorz Kądzielawski Vice President of the Management Board Vice President of the Management Board
Marcin Kowalczyk Marek Wadowski Vice President of the Management Board Vice President of the Management Board
________________________ ________________________
________________________ Zbigniew Paprocki Member of the Management Board Director General
Person responsible for maintaining accounting records
Marek Michalski Head of the Corporate Finance Department
________________________
Tarnów, September 27th 2023
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