Interim / Quarterly Report • Aug 10, 2023
Interim / Quarterly Report
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Consolidated semi-annual report for 6 months ended on 30 June 2023 along with an independent auditor's report from a review Translator's Explanatory Note: the following document is a free translation of the report of the above-mentioned Company. In the event of any discrepancy in interpreting the terminology in Polish version is binding.
| Introduction Information on the report 4 Definitions and abbreviations 4 Forward looking statements 6 Forward looking statements relating to risk factors 7 |
4 |
|---|---|
| Description of the business of the Arctic Paper Group General information 9 Capital Group structure 9 Changes in the capital structure of the Arctic Paper Group 9 Shareholding structure 10 |
9 |
| Summary of the consolidated financial results Selected items of the consolidated statement of profit and loss 11 Selected items of the consolidated statement of financial position 13 Selected items of the consolidated cash flow statement15 |
11 |
| Summary of standalone financial results Selected items of the standalone statement of profit and loss 16 Selected items of the standalone statement of financial position 17 Selected items of the standalone cash flow statement18 |
16 |
| Factors affecting development of Arctic Paper Group Information on market trends19 Factors influencing the financial results in the perspective of the next quarter 20 |
19 |
| Factors influencing the financial results in the | |
|---|---|
| perspective of the next quarter 20 | |
| Risk factors 21 | |
| Risk factors related to the environment in which | |
| the Group operates 21 | |
| Risk factors relating to the business of the Group22 | |
| Key factors affecting the performance results 24 | |
| The Management Board position on the possibility | |
| to achieve the projected financial results |
|
| published earlier28 | |
| Composition of the supervisory and management | |
| bodies at Arctic Paper S.A. 28 | |
| Changes in holdings of the Issuer's shares or | |
| rights to shares by persons managing and |
|
| supervising Arctic Paper S.A28 | |
| Information on sureties and guarantees 29 | |
| Material off-balance sheet items 29 | |
| Information on court and arbitration proceedings | |
| and proceedings pending before public |
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| administrative authorities 30 | |
| Information on transactions with related parties | |
| executed on non-market terms and conditions 30 | |
| Information on remuneration of the entity |
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| authorised to audit the financial statements 30 | |
Accuracy and reliability of the presented reports .......31
| Interim | abbreviated consolidated |
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|---|---|---|
| financial statements | 33 | |
| Interim abbreviated consolidated profit and loss statement 33 |
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| Interim abbreviated consolidated statement of | ||
| comprehensive income 34 | ||
| Interim abbreviated consolidated statement of financial position – assets 35 |
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| Interim abbreviated consolidated statement of |
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| financial position – liabilities 36 | ||
| Interim | abbreviated consolidated cash flow |
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| statement 37 Interim abbreviated consolidated statement of |
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| changes in equity 38 | ||
| Additional explanatory notes | 39 | |
| 1. | General information 39 | |
| 2. | Composition of the Group40 | |
| 3. | Management and supervisory bodies42 | |
| 4. | Approval of the financial statements42 | |
| 5. | Basis of preparation of the interim abbreviated | |
| consolidated financial statements 42 | ||
| 6. | Significant accounting principles (policies)43 | |
| 7. | Seasonality46 | |
| 8. | Information on business segments 46 | |
| 9. | Income and costs51 | |
| 10. | Cash and cash equivalents52 | |
| 11. | Dividends paid and proposed 52 | |
| 12. | Earnings/(loss) per share53 | |
| 13. | Tangible fixed assets, intangible assets, goodwill | |
| and impairment 54 | ||
| 14. | Other financial assets 55 | |
| 15. | Inventories55 | |
| 16. | Trade and other receivables 56 | |
| 17. | Interest-bearing loans 56 | |
| 18. | Trade and other payables57 | |
| 19. | Employee liabilities 57 | |
| 20. | Share capital 57 | |
| 21. | Financial instruments 57 | |
| 22. | Contingent liabilities and contingent assets58 | |
| 23. | Legal claims 58 | |
| 24. | Tax settlements59 | |
| 25. | Future contractual investment commitments59 | |
| 26. | Transactions with related entities 59 | |
| 27. | Material events after the reporting period61 | |
| 62 |
| Interim abbreviated standalone profit and loss statement 63 |
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|---|---|
| Interim abbreviated standalone statement of |
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| comprehensive income 64 | |
| Interim abbreviated standalone statement of |
|
| financial position 65 | |
| Interim abbreviated standalone cash flow |
|
| statement 66 | |
| Interim abbreviated standalone statement of |
|
| changes in equity 67 | |
| 1. General information 68 |
|
| 2. Basis of preparation of the interim abbreviated |
|
| financial statements 68 | |
| 3. Identification of the consolidated financial |
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| statements68 | |
| 4. | Composition of the Company's Management | |
|---|---|---|
| Board | 68 | |
| 5. | Composition of the Company's Supervisory | |
| Board | 69 | |
| 6. | Approval of the interim abbreviated standalone | |
| financial statements 69 | ||
| 7. | Investments by the Company 70 | |
| 8. | Significant accounting principles (policies)71 | |
| 9. | Seasonality 73 | |
| 10. | Information on business segments73 | |
| 11. | Income and costs74 | |
| 12. | Investments in subsidiaries75 | |
| 13. | Cash and cash equivalents76 |
| 14. | Dividend paid and proposed 76 | |
|---|---|---|
| 15. | Dividend received 76 | |
| 16. | Trade and other receivables 77 | |
| 17. | Tangible fixed assets and intangible assets 77 | |
| 18. | Other financial assets 77 | |
| 19. | Interest-bearing loans, borrowings and bonds 77 | |
| 20. | Tax liabilities77 | |
| 21. | Share capital and reserve capital/other reserves 77 | |
| 22. | Financial instruments 79 | |
| 23. | Contingent liabilities and contingent assets79 | |
| 24. | Transactions with related entities 80 | |
| 25. | Presentation change due to error correction 82 | |
| 26. | Events after the end of the reporting period 82 | |
This Interim Consolidated Quarterly Report for 6 months ended on 30 June 2023 was prepared in accordance with the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent (Journal of Laws of 2018, item 757) and a part of the interim abbreviated consolidated financial statements in accordance with International Accounting Standard No. 34.
The Interim Abbreviated Consolidated Financial Statements do not comprise all information and disclosures required in the Annual Consolidated Financial Statements which are subject to mandatory audit and therefore they should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2022. The data for the periods of 3 months ended on 30 June 2023 and on 30 June 2022, disclosed in the interim abbreviated consolidated and standalone financial statements was not reviewed or audited by statutory auditor.
Certain selected information contained in this report comes from the Arctic Paper Group management accounting system and statistics systems.
This consolidated semi-annual report presents data in PLN, and all figures, unless otherwise indicated, are given in thousand PLN.
Unless the context requires otherwise, the following definitions and abbreviations are used in the whole document:
| Arctic Paper, Company, Issuer, Parent Entity, AP | Arctic Paper Spółka Akcyjna with its registered office in Kostrzyn nad Odrą, Poland |
|---|---|
| Capital Group, Group, Arctic Paper Group, AP Group | Capital Group comprised of Arctic Paper Spółka Akcyjna and its subsidiaries as well as joint ventures |
| Paper Mills | Arctic Paper Kostrzyn, Arctic Paper Munkedals, Arctic Paper Grycksbo |
| Sales Offices | Arctic Paper Papierhandels GmbH with its registered office in Vienna (Austria); |
| Arctic Paper Benelux SA with its registered office in Oud-Haverlee (Belgium) |
|
| Arctic Paper Danmark A/S with its registered office in Greve (Denmark) |
|
| Arctic Paper France SA with its registered office in Paris (France) | |
| Arctic Paper Deutschland GmbH with its registered office in Hamburg, (Germany) |
|
| Arctic Paper Italia Srl with its registered office in Milan (Italy) | |
| Arctic Paper Baltic States SIA with its registered office in Riga (Latvia) |
|
| Arctic Paper Norge AS with its registered office in Oslo (Norway) |
| Arctic Paper Polska Sp. z o.o. with its registered office in Warsaw (Poland) |
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|---|---|---|---|---|
| Arctic Paper España SL with its registered office in Barcelona (Spain) |
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| Arctic Paper Finance AB with its registered office in Munkedal (Sweden) |
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| Arctic Paper Schweiz AG with its registered office in Derendingen (Switzerland) |
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| Arctic Paper UK Ltd with its registered office in London (UK) | ||||
| Rottneros Group, Rottneros AB Group | Rottneros AB with its registered office in Söderhamn, Sweden; Rottneros Bruk AB with its registered office in Rottneros, Sweden; Utansjo Bruk AB with its registered office in Söderhamn, Sweden, Vallviks Bruk AB with its registered office in Vallvik, Sweden; Rottneros Packaging AB with its registered office in Sunne, Sweden; SIA Rottneros Baltic with its registered office in Kuldiga, Latvia; Nykvist Skogs AB with its registered office in Gräsmark, Sweden |
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| Pulp Mills | Rottneros Bruk AB with its registered office in Rottneros, Sweden; Vallviks Bruk AB with its registered office in Vallvik, Sweden |
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| Thomas Onstad | The Issuer's core shareholder, holding directly and indirectly over 50% of shares in Arctic Paper S.A.; a member of the Issuer's Supervisory Board |
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| NBSK | Northern Bleached Softwood Kraft | |||
| BHKP | Bleached Hardwood Kraft Pulp |
| Sales profit margin | Ratio of profit/(loss) on sales to sales revenues from continuing operations |
|---|---|
| EBIT | Profit on continuing operating activities (Earnings Before Interest and Taxes) |
| EBIT profitability, operating profitability, operating profit margin |
Ratio of operating profit/(loss) to sales revenues from continuing operations |
| EBITDA | Operating profit from continuing operations plus depreciation and amortisation and impairment allowances (Earnings Before Interest, Taxes, Depreciation and Amortisation) |
| EBITDA profitability, EBITDA margin | Ratio of operating profit plus depreciation and amortisation and impairment allowances to sales income from continuing operations |
| Gross profit margin | Ratio of gross profit/(loss) to sales revenues from continuing operations |
| Sales profitability ratio, net profit margin | Ratio of net profit/(loss) to sales revenues |
| Return on equity, ROE | Ratio of net profit/(loss) to equity income |
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 6 Introduction
| Return on assets, ROA | Ratio of net profit/(loss) to total assets |
|---|---|
| EPS | Earnings Per Share, ratio of net profit to the weighted average number of shares |
| BVPS | Book Value Per Share, Ratio of book value of equity to the number of shares |
| Debt-to-equity ratio | Ratio of total liabilities to equity |
| Equity to fixed assets ratio | Ratio of equity to fixed assets |
| Interest-bearing debt-to-equity ratio | Ratio of interest-bearing debt and other financial liabilities to equity |
| Net debt-to-EBITDA ratio | Ratio of interest-bearing debt minus cash to EBITDA from continuing operations |
| EBITDA-to-interest coverage ratio | Ratio of EBITDA to interest expense from continuing operations |
| Current ratio | Ratio of current assets to short-term liabilities |
| Quick ratio | Ratio of current assets minus inventory and short-term accruals and deferred income to short-term liabilities |
| Cash solvency ratio | Ratio of total cash and similar assets to short-term liabilities |
| DSI | Days Sales of Inventory, ratio of inventory to cost of sales multiplied by the number of days in the period |
| DSO | Days Sales Outstanding, ratio of trade receivables to sales income from continuing operations multiplied by the number of days in the period |
| DPO | Days Payable Outstanding, Ratio of trade payables to cost of sales from continuing operations multiplied by the number of days in the period |
| Operating cycle | DSI + DSO |
| Cash conversion cycle | Operating cycle – DPO |
The information contained in this report which does not relate to historical facts relates to forward looking statements. Suc h statements may, in particular, concern the Group's strategy, business development, market projections, planned investment outlays, and future revenues. Such statements may be identified by the use of expressions pertaining to the future such as, e.g., "believe", "think", "expect", "may", "will", "should", "is expected", "is assumed", and any negations and grammatical forms of these expressions or similar terms. The statements contained in this report concerning matters which are not historical facts should be treated only as projections subject to risk and uncertainty. Forward -looking statements are inevitably based on certain estimates and assumptions which, although our management finds them rational, are naturally subject to known and unknown risks and uncertainties and other factors that could cause the actual results to differ materially from the historical results or the projections. For this reason, we cannot assure that any of the events provided for in the forward-looking statements will occur or, if they occur, about their impact on the Group's operating activities or financial situation. When evaluating the information presented in this report, one should not rely on such forward-looking statements, which are stated only as at the date they are expressed. Unless legal regulations contain detailed requirements in this respect, the Group shall not be obliged to update or verify those forward-looking statements in order to provide for
new developments or circumstances. Furthermore, the Group is not obliged to verify or to confirm the analysts' expectations or estimates, except for those required by law.
In this report we described the risk factors that the Management Board of our Group considers specific to the sector we opera te in; however, the list may not be exhaustive. Other factors may arise that have not been identified b y us and that could have material and adverse impact on the business, financial condition, results on operations or prospects of the Arctic Paper Grou p. In such circumstances, the price of the shares of the Company listed at the Warsaw Stock Exchange or at NASDAQ in Stockholm may decrease, investors may lose their invested funds in whole or in part and the potential dividend disbursement by the Company may be limited.
We ask you to perform a careful analysis of the information disclosed in "Risk factors" of this report – the section contains a description of risk factors and uncertainties related to the business of the Arctic Paper Group.
Selected consolidated
and standalone
financial data
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 8
Management Board's Report
to the report for H1 2023
The Arctic Paper Group is a paper and pulp producer. We offer bulky book paper and a wide range of products in this segment, as well as high-grade graphic paper. The Group produces numerous types of uncoated and coated wood -free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the advertising industry. In connection with acquisition of the Rottneros Group in December 2012, the Group's assortment was expanded with the production of pulp. As at 30 June 2023, the Arctic Paper Group employs over 1,500 people in its Paper Mills, companies involved in sale of paper and in pulp producing companies, procurement office and a company producing food packaging. Our three Paper Mills are located in Poland and Swed en, and have total production capacity of over 685,000 tonnes of paper per year. Our two Pulp Mills located in Sweden have aggregated production capacities of over 400,000 tonnes of pulp annually. As at 30 June 2023, the Group had 13 Sales Offices ensuring access to all European markets, including Central and Eastern Europe. Our consolidated sales revenues for H1 2023 amounted to PLN 1,868 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Zielona Góra, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
The principal business of the Arctic Paper Group is production and sales of paper and pulp. Additional activities of the Group, partly subordinated to paper and pulp production, include power generation, heat generation and logistics services.
Arctic Paper Group's product range includes uncoated and coated wood-free paper, uncoated wood-free paper, sulphate pulp and mechanical fibre pulp
For a detailed description of the Group's business, production facilities, focus and products, please refer to the consolidated annual report for 2022.
The Arctic Paper Capital Group comprises Arctic Paper S.A., as the Parent Entity, and its subsidiaries, as well as joint ventures. Since 23 October 2009, Arctic Paper S.A. has been listed on the primary market of the Warsaw Stock Exchange and since 20 December 2012 in the NASDAQ stock exchange in Stockholm. The Group operates through its Paper Mills and Pulp Mills and its subsidiary producing packaging as well as its sales Offices and Procurement Offices.
Details on the organisation of the Capital Group of Arctic Paper S.A. along with identification of the consolidated entities are specified in note 2 in the Abbreviated Consolidated Financial Statements, f urther below in this quarterly report.
In May 2022, Kostrzyn Packaging Sp. z o.o. was established, which will ultimately own the moulded cellulose fibre packaging plant. The Group reported on the letter of intent to set up the company and build the factory in current reports No. 29/2021 and 2/2022.
In H1 2023, no other changes in the capital structure of the Arctic Paper Group occurred.
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 10 Management Board's Report
The table below shows the shareholders holding directly or indirectly at least 5% of the total number of votes at the Company's General Meeting. This position has not changed since the publication date of the report for Q1 2023, 09 May 2023.
| Shareholder | Number of shares | Share in the share capital [%] |
Number of votes | Share in the total number of votes [%] |
|---|---|---|---|---|
| Thomas Onstad | 47 205 107 | 68,13% | 47 205 107 | 68,13% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58.28% |
| other entity | 600 000 | 0,87% | 600 000 | 0.87% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| Other | 22 082 676 | 31,87% | 22 082 676 | 31,87% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| Treasury shares | - | 0,00% | - | 0,00% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| EUR '000 | Q2 2023 |
Q1 2023 |
Q2 2022 |
H1 2023 |
H1 2022 |
Change % Q2 2023/ Q1 2023 |
Change % Q2 2023/ Q2 2022 |
Change % H1 2023/ H1 2022 |
|---|---|---|---|---|---|---|---|---|
| Continuing operations | ||||||||
| Sales revenues | 836 243 | 1 032 216 | 1 296 279 | 1 868 459 | 2 407 037 | (19,0) | (35,5) | (22,4) |
| of which: | ||||||||
| Sales of paper | 566 667 | 722 284 | 948 565 | 1 288 952 | 1 768 123 | (21,5) | (40,3) | (27,1) |
| Sales of pulp | 269 576 | 309 932 | 347 714 | 579 507 | 638 913 | (13,0) | (22,5) | (9,3) |
| Profit on sales | 141 633 | 269 352 | 455 106 | 410 985 | 755 723 | (47,4) | (68,9) | (45,6) |
| EBIT | 39 324 | 155 636 | 298 058 | 194 960 | 474 140 | (74,7) | (86,8) | (58,9) |
| EBITDA | 68 932 | 185 535 | 330 061 | 254 466 | 535 786 | (62,8) | (79,1) | (52,5) |
| Net profit/(loss) | 46 889 | 131 665 | 254 094 | 178 554 | 400 458 | (64,4) | (81,5) | (55,4) |
| % of sales revenues | 5,61 | 12,76 | 19,60 | 9,56 | 16,64 | (7,1) p,p, | (14,0) p,p, | (7,1) p,p, |
| Net profit/(loss) for the reporting | ||||||||
| period attributable to the | ||||||||
| shareholders of the Parent Entity | 39 758 | 107 868 | 215 868 | 147 626 | 336 549 | (63,1) | (81,6) | (56,1) |
| Sales volume (in thousand tonnes) |
||||||||
| paper | 97 | 113 | 165 | 210 | 332 | (14) | (41) | (37) |
| pulp | 82 | 87 | 106 | 169 | 206 | (6) | (23) | (18) |
The second quarter of 2023 was a challenging period as demand weakened compared to the record quarter last year, which was one of the best in the history of the Group. In line with the general market, Arctic Paper´s revenues decreased by 36 percent to PLN 836.2 million (1 296.3 million). Our short-term focus on margins instead of volumes was effective, and EBITDA reached PLN 68.9 million (330.1 million) with a corresponding EBITDA margin of 8.2 percent. Arctic Paper´s financial position remains rock solid with a net debt/EBITDA-ratio of -0.19 (-0.02). The strong balance sheet is a good point of departure as we now proceed with new investments in line with our l ong-term strategy to diversify in energy and packaging.
For the paper segment, revenues amounted to PLN 566.7 million (948.6 million) as customers in all segments and all markets continued to reduce their inventories, while the general economic activity also was lower than the corresponding period last year. EBITDA reached PLN 47.6 million (227.2 million). As a result of our adaptive focus on margins, our income per tonne remained at PLN 5 850 (5 740) while production capacity usage reached 55 pe rcent for the period (99).
The pulp segment – Rottneros – decreased its revenue to SEK 681 million (784) with an EBITDA of SEK 71 million (253), driven by a challenging pulp market and further price declines, while the strong USD benefitted the margins. Du ring the quarter, reductions and efficiency improvements were implemented to increase competitiveness. A long -term agreement to secure renewable energy was signed.
The joint venture investment with Rottneros in a new production facility for molded fiber tr ays in Kostrzyn is progressing as planned with the aim of being operational during the first quarter of 2024. The interest for molded fibre packaging as a sustainable choice was amplified when exhibited at Interpack in Düsseldorf.
We continue to focus on expanding our energy segment as an important step towards climate neutrality and as an alternative future revenue stream. After the end of the period, we have decided to invest SEK 286 million in an upgrade of the biofuel boiler and steam turbine in Grycksbo. First and foremost, the investment will increase both the energy output and the flexibility; secondly it will add the production of up to 100 000 tonnes of wood pellets per year. A contract was signed for the
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 12 Management Board's Report
construction of a 16 MW solar farm in Kostrzyn. In addition, a 1.2 MW installation will be built on the roof of the mill in Kostrzyn.
In an environment of inflation and recession in Europe, recovery of graphical and packaging markets may take time. We are prepared to meet a situation where demand remain low, and we will continue to focus on our margins and adapt accordingly. The volatility of the pulp and paper markets serves as a reminder of the importance of our long -term strategic plan to diversify into energy and packaging, while maintaining our strong positions in the pulp and paper markets. We are working intensively to develop future growth opportunities in line with the 4P strategy.
The decrease in revenues from paper and pulp sales for both Q2 2023 compared to Q2 2022 and for H1 2023 compared to H1 2022 is primarily due to a decrease in paper and pulp sales volumes.
The decrease in profit on sales, EBIT, EBITDA and net profit in both Q2 2023 compared to Q2 2022 and for H1 2023 compared to H1 2022 is due to the decrease in paper and pulp sales as well as fixed costs, which did not decrease in line with the decrease in sales.
| EUR '000 | Q2 2023 |
Q1 2023 |
Q2 2022 |
H1 2023 |
H1 2022 |
Change % Q2 2023/ Q1 2023 |
Change % Q2 2023/ Q2 2022 |
Change % H1 2023/ H1 2022 |
|---|---|---|---|---|---|---|---|---|
| Profit/(loss) on sales | 141 633 | 269 352 | 455 106 | 410 985 | 755 723 | (47,4) | (68,9) | (45,6) |
| % of sales revenues | 16,94 | 26,09 | 35,11 | 22,00 | 31,40 | (9,2) p.p. | (18,2) p.p. | (9,4) p.p. |
| EBITDA | 68 932 | 185 535 | 330 061 | 254 466 | 535 786 | (62,8) | (79,1) | (52,5) |
| % of sales revenues | 8,24 | 17,97 | 25,46 | 13,62 | 22,26 | (9,7) p.p. | (17,2) p.p. | (8,6) p.p. |
| EBIT | 39 324 | 155 636 | 298 058 | 194 960 | 474 140 | (74,7) | (86,8) | (58,9) |
| % of sales revenues | 4,70 | 15,08 | 22,99 | 10,43 | 19,70 | (10,4) p.p. | (18,3) p.p. | (9,3) p.p. |
| Net profit/(loss) | 46 889 | 131 665 | 254 094 | 178 554 | 400 458 | (64,4) | (81,5) | (55,4) |
| % of sales revenues | 5,61 | 12,76 | 19,60 | 9,56 | 16,64 | (7,1) p.p. | (14,0) p.p. | (7,1) p.p. |
| Return on equity / ROE (%) Return on assets / ROA (%) |
2,7 1,8 |
6,5 4,2 |
13,8 8,2 |
10,4 6,9 |
21,8 12,9 |
(3,8) p.p. (2,4) p.p. |
(11,1) p.p. (6,4) p.p. |
(11,4) p.p. (6,0) p.p. |
Lower return on equity and return on assets ratios were due primarily to the lower net profit generated in H1 2023 versus the equivalent period last year.
| EUR '000 | 30 June 2023 | 31 December 2022 |
30 June 2022 | Change 30.06.2023 -31.12.2022 |
Change 30.06.2023 -30.06.2022 |
|---|---|---|---|---|---|
| Fixed assets | 1 234 406 | 1 371 867 | 1 518 773 | (137 461) | (284 367) |
| Current assets | 1 364 796 | 1 882 618 | 1 594 471 | (517 821) | (229 674) |
| Total assets | 2 599 202 | 3 254 485 | 3 113 244 | (655 282) | (514 041) |
| Equity | 1 724 002 | 2 052 182 | 1 841 133 | (328 180) | (117 131) |
| Short-term liabilities | 575 107 | 806 906 | 792 825 | (231 799) | (217 719) |
| Long-term liabilities | 300 094 | 395 397 | 479 285 | (95 303) | (179 192) |
| Total equity and liabilities | 2 599 202 | 3 254 485 | 3 113 244 | (655 282) | (514 041) |
The decrease in fixed assets at the end of June 2023 compared to the end of the previous year is mainly due to a decrease in tangible fixed assets and other financial assets. The decrease in tangible fixed assets is mainly the result of their lowe r valuation in PLN as the presentation currency. The decrease in other financial assets is mainly the result of a decrease in the positive valuation of derivatives, mainly energy forwards.
The decrease in current assets at the end of June 2023 compared to the end of the previous year is mainly due to a decrease in inventories, trade and other receivables, other financial assets and cash. The decrease in inventories and trade and other receivables is a result of the decline in paper and pulp sale s orders. The decrease in other financial assets is mainly the result of a decrease in the positive valuation of derivatives, mainly energy forwards. The decrease in cash is due to dividend payments to both AP SA Shareholders and non-controlling Shareholders.
The decrease in equity at the end of June 2023 compared to the end of the previous year is mainly due to a decrease in the valuation of subsidiaries with a functional currency other than PLN recognised in other comprehensive income, a decrease i n the positive valuation of financial instruments treated as hedges of future cash flows and the approval of a dividend to AP S A Shareholders and to non-controlling Shareholders paid by Rottneros AB.
The decrease in short-term liabilities at the end of June 2023 compared to the end of the previous year is mainly due to a decrease in trade and other payables and employee liabilities. The decrease in trade and other payables is the result of lower purchases for paper and pulp production. The decrease in employee liabilities is due to the decrease in salary and bonus liabilities on 30 June 2023 (higher value of provisions on 31 December 2022) and the payment of tax on the repaid provision for pensions and similar benefits.
The decrease in long-term liabilities at the end of June 2023 compared to the end of the previous year is mainly due to a decrease in deferred tax liabilities and loans due to their reclassification to the current portion. The decrease in the deferred tax liability is primarily the result of a lower positive valuation of derivatives.
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 14 Management Board's Report
| Q2 2023 |
Q1 2023 |
Q2 2022 |
Change % Q2 2023/ Q1 2023 |
Change % Q2 2023/ Q2 2022 |
|
|---|---|---|---|---|---|
| Debt to equity ratio (%) | 50,8 | 54,3 | 69,1 | (3,5) p.p. | (18,3) p.p. |
| Equity to fixed assets ratio (%) | 139,7 | 155,3 | 121,2 | (15,6) p.p. | 18,4 p.p. |
| Interest-bearing debt-to-equity ratio (%) | 10,0 | 9,9 | 13,1 | 0,2 p.p. | (3,1) p.p. |
| Net debt to EBITDA ratio for the last 12 months (x) |
(0,2)x | (0,3)x | (0,0)x | 0,1 | (0,2) |
| EBITDA to interest expense ratio for the last 12 months (x) |
124,1x | 132,8x | 52,0x | (8,7) | 72,1 |
The decrease in the debt-to-equity ratio in Q2 2023 is the result of a higher rate of decline in liabilities than in equity. The decrease in the equity to fixed assets ratio in Q2 2023 is the result of a higher rate of decline in equity than in fixed assets.
The decrease in the ratio of interest expense to EBITDA for the 12 months ended 30 June 2023 is a result of the decrease in EBITDA.
| Change % |
Change % |
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|---|---|---|---|---|---|
| Q2 2023 |
Q1 2023 |
Q2 2022 |
Q2 2023/ Q1 2023 |
Q2 2023/ Q2 2022 |
|
| Current ratio | 2,4x | 2,5x | 2,0x | 0,2 | 0,4 |
| Quick ratio | 1,4x | 1,6x | 1,4x | (0,1) | 0,0 |
| Cash solvency ratio | 0,5x | 0,6x | 0,3x | (0,1) | 0,2 |
| DSI (days) | 68,6 | 74,9 | 51,2 | (6,3) | (5,1) |
| DSO (days) | 43,4 | 46,0 | 45,2 | (0,1) | (1,7) |
| DPO (days) | 45,5 | 59,9 | 63,2 | (14,4) | (17,7) |
| Operating cycle (days) | 112,0 | 120,8 | 96,4 | 2,8 | (4,0) |
| Cash conversion cycle (days) | 66,5 | 60,9 | 33,2 | 5,5 | 33,3 |
The lengthening of the cash conversion cycle in Q2 2023 is the result of a shortening of the liabilities turnover in days.
| PLN '000 | Q2 2023 |
Q1 2023 |
Q2 2022 |
H1 2023 |
H1 2022 |
Change % Q2 2023/ Q1 2023 |
Change % Q2 2023/ Q2 2022 |
Change % H1 2023/ H1 2022 |
|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities |
99 473 | 45 242 | 218 299 | 144 715 | 236 248 | 119,9 | (54,4) | (38,7) |
| Cash flows from investing | ||||||||
| activities | 19 674 | (56 625) | (34 938) | (36 951) | (75 440) | (134,7) | (156,3) | (51,0) |
| Cash flows from financing | ||||||||
| activities | (251 290) | (7 577) | (63 286) | (258 867) | (70 848) | 3 216,5 | 297,1 | 265,4 |
| Total cash flows | (132 142) | (18 960) | 120 074 | (151 103) | 89 960 | 596,9 | (210,1) | (268,0) |
The positive operating cash flow in both Q2 2023 and H1 2023 is primarily the result of positive EBITDA.
The positive cash flow from investing activities in Q2 2023 is mainly due to the proceeds from the term deposit from surplus cash and the proceeds from the sale of energy forwards that do not meet hedge accounting rules.
The negative cash flow from investing activities in H1 2023 is the result of expenditure on the purchase of tangible fixed assets offset in part by proceeds from the sale of energy forwards that do not meet hedge accounting rules.
Negative cash flows from financing activities in both Q2 2023 and H1 2023 are primarily the result of dividend payments to AP SA Shareholders as well as to non-controlling Shareholders.
| PLN '000 | Q2 2023 |
Q1 2023 |
Q2 2022 |
H1 2023 |
H1 2022 |
Change % Q2 2023/ Q1 2023 |
Change % Q2 2023/ Q2 2022 |
Change % H1 2023/ H1 2022 |
|---|---|---|---|---|---|---|---|---|
| Sales revenues | 183 943 | 3 601 | 60 669 | 187 544 | 64 270 | >1000% | >1000% | >1000% |
| Profit on sales | 181 198 | 1 493 | 58 593 | 182 691 | 60 086 | >1000% | >1000% | >1000% |
| EBIT | 176 248 | (1 176) | 170 445 | 175 072 | 169 269 | >-1000% | 343% | 343% |
| EBITDA | 176 292 | (1 110) | 170 489 | 175 182 | 169 379 | >-1000% | 340% | 343% |
| Gross profit/(loss) | 176 286 | (2 749) | 167 940 | 173 537 | 165 191 | >-1000% | 497% | 505% |
| Net profit/(loss) | 177 701 | (2 196) | 168 678 | 175 505 | 166 482 | ->-1000% | 535% | 542% |
| % of sales revenues | 5 056 | (61,00) | 5 527 | 2 463 | 2 742 | 5 1173 p.p. | (471) p.p. | (278) p.p. |
The main reason for the increase in revenue and profit in 2023 was the dividends received in the second quarter of PLN 179,235 thousand.
The increase in EBIT and EBITDA in Q2 2023 compared to the same period in 2022 is due to the receipt of a higher dividend and higher sales revenue and lower administrative expenses. The higher EBIT in Q4 2022 was due to the reversal of impairment allowances at Arctic Paper Investment AB.
Despite a slight increase in financial income and higher financial expenses in H1 2023, the financial result in H1 2023 compared to the same period in 2022 is higher and this is due to the receipt of a dividend of PLN 179,235 thousand by the Company in Q2 2023.
| EUR '000 | 30 June 2023 |
31 December 2022 | 30 June 2022 | Change 30.06.2023 -31.12.2022 |
Change 30.06.2023 -30.06.2022 |
|---|---|---|---|---|---|
| Fixed assets | 889 935 | 894 074 | 808 876 | (4 139) | 81 059 |
| Current assets | 130 476 | 250 814 | 182 782 | (120 337) | (52 306) |
| Total assets | 1 020 411 | 1 144 888 | 991 658 | (124 477) | 28 753 |
| Equity | 764 063 | 776 970 | 720 718 | (12 907) | 43 345 |
| Short-term liabilities | 198 087 | 292 883 | 178 769 | (94 796) | 19 318 |
| Long-term liabilities | 58 263 | 75 036 | 92 173 | (16 773) | (33 910) |
| Total equity and liabilities | 1 020 411 | 1 144 888 | 991 658 | (124 477) | 28 753 |
The value of fixed assets in H1 2023 compared to Q1 2022 is mainly due to an increase in the value of the Plant and machinery item.
The decrease in current assets was due to lower cash and cash equivalents (paid dividend) and receivables in H1 2023.
The main reason for the increase in equity was the profit generated in H1 2023.
The increase in the value of short-term liabilities in H1 2023 and at the end of 2022 is due to an increase in the value of Interest-bearing loans, loans and bonds, which is an effect of a change of cash-polling liabilities.
The decrease in long-term liabilities compared to H1 2022 is due to the repayment of bank loan instalments in Q4 2022 and Q1 2023.
| EUR '000 | Q2 2023 | Q1 2023 | H1 2023 | H1 2022 | Change % Q2 2023/ Q1 2023 |
Change % H2 2022/ H1 2022 |
|---|---|---|---|---|---|---|
| Cash flows from operating activities | 126 862 | (43 305) | 83 558 | 88 243 | (393,0) | (149,1) |
| Cash flows from investing activities | (4 782) | - | (4 782) | (50) | - | (100,0) |
| Cash flows from financing activities | (203 700) | 554 | (203 147) | (33 715) | (36 894,5) | (101,6) |
| Total cash flows | (81 620) | (42 751) | (124 371) | 54 478 | (100,0) | (178,5) |
The cash flow statement presents a decrease in cash in H1 2023 by PLN 124,371 thousand which includes:
In H1 2023, net cash flows from operating activities amounted to PLN 83,558 thousand as compared to PLN 88,243 thousand in the equivalent period of 2022. The cash flows from operating activities in the first half of this year include the dividend paid and the change in cash-pooling liabilities.
In H1 2023, cash flows from investing activities amounted to PLN -4,782 thousand and resulted from a capital contribution to Kostrzyn Packaging Sp. z o.o.
In H1 2023, cash flows from financing activities amounted to PLN -203,147 thousand as compared to PLN -33,715 thousand in the equivalent period of 2022. In 2023, the negative flows were related to the payment of dividends and the repayment of loan commitments.
In Q2 2023 the Arctic Paper Group recorded a decreased level of orders versus Q1 2023 by 14.3% and a decrease of orders versus the equivalent period of 2022 by 41.4%.
Source of data: Arctic Paper analysis
At the end of H1 2023, the prices of uncoated wood-free paper (UWF) in Europe grew by 0.4% versus the prices at the end of 2022 while for coated wood-free paper (CWF) there was a decrease by 1.9%.
At the end of June 2023, the average prices declared by producers for selected types of paper and markets: Germany, France, Spain, Italy, United Kingdom – for both uncoated wood-free paper (UWF) and coated wood-free paper (CWF) were lower than at the end of Q1 2023 by 3.6% and 5.3% respectively.
The prices invoiced by Arctic Paper in EUR for comparable products in the segment of uncoated wood -free paper (UWF) decreased from the end of March 2023 until the end of June 2023 by 7.1% on the average while in the segment of coated wood- free paper (CWF) the prices decreased by 2.1%. At the end of H1 2023, the prices of uncoated wood -free paper (UWF) invoiced by Arctic Paper decreased by 0.1% versus the prices at the end of June 2022 while for coated wood -free paper (CWF) there was an increase by 0.1%.
Source: For market data – RISI, price changes for selected markets in Germany, France, Spain, Italy and the UK in local currencies for graphic papers similar to the product portfolio of the Arctic Paper Group. The prices are quoted without considering specific rebates for individual customers and they include neither any additions nor price reductions in relation to the publicly available price lists. The estimated prices for each month reflect orders placed in the month while the deliveries may take place in the future. Because of that, RISI price estimates for a particular month do not reflect the actual prices at which deliveries are performed but only express ordering prices. For Arctic Paper products, the average invoiced sales prices for all served markets in EUR.
At the end of Q2 2023, the pulp prices reached the level of: NBSK – USD 1.240/tonne and BHKP – USD 957.5/ tonne.
The average NBSK price in Q2 2023 was lower by 5.3% compared to the equivalent period of the previous year while for BHKP the average price was lower by 11.9%. Compared to Q1 2023, the average pulp price in Q2 2023 was lower by 6.6% for NBSK and by 18% for BHKP.
Pulp costs are characterised by high volatility. The prices of the raw materials had major impact on the Group 's profitability in the period.
The average pulp cost used for production of paper calculated for the Arctic Paper Group in PLN decreased in Q2 2023 compared to Q1 2023 by 11.8% while in relation to Q2 2022 it increased by 4.4%.
The share of pulp costs in overall selling costs after 6 months of the current year was 52% versus about 59.5% in the equivalent quarter in 2022.
The Arctic Paper Group uses the pulp in the production process according to the following structure: BHKP 73%, NBSK 23% and other 4%.
At the end of Q2 2023, the EUR/PLN rate amounted to 4.4503 and was by 4.9% lower than at the end of Q2 2022. The m ean EUR/PLN exchange rate in H1 2023 amounted to 4.6280 and was by 0.2% lower than in the equivalent period of 2022.
The EUR/SEK exchange rate amounted to 11.8108 at the end of Q2 2023 (growth by 10.3% versus the end of Q2 2022). For that currency pair, the mean exchange rate in H1 2023 was by 8.1% higher than in the equivalent period of 2022. The
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 20 Management Board's Report
weakening SEK versus EUR has been positively impacting the revenues invoiced in EUR in the factories in Sweden (AP Munkedals and AP Grycksbo).
The USD/PLN exchange rate as at the end of Q2 2023 amounted to 4.1066. In H1 2023 the mean USD/PLN exchange rate was 4.2828 versus 4.2419 in the equivalent period of the previous year which was a growth by 1%. In Q2 2023 the mean USD/PLN exchange rate was 4.1725 and was by 4.3% lower than in Q2 2022. The change has positively affected the costs incurred in USD by AP Kostrzyn, in particular the costs of pulp.
The USD/SEK exchange rate as at the end of Q2 2023 amounted to 10.8986. In H1 2023, the mean exchange rate amounted to 10.4839 compared to 9.5864 in the equivalent period of the previous year which was an appreciation of the exchange rate by 9.4%. In Q2 2023 the mean USD/SEK exchange rate increased by 1% versus Q1 2023. The change in comparison to the equivalent quarter of 2022 unfavourably affected the costs incurred in USD by AP Munkedals and AP Grycksbo, in particular the costs of pulp.
At the end of June 2022, the EUR/USD exchange rate amounted to 1.0837 compared to 1.0442 (+3.8%) at the end of June 2022. In Q2 2023, there was a significant strengthening of EUR against the USD compared to Q2 2022 (+2.1%). In H1 2023 the mean exchange rate was 1.0809 while in the equivalent period of the previous year it was 1.0942 which was a depreciation of EUR versus USD by 1.2%.
The appreciation of PLN versus EUR has favourably affected the Group's financial profit, mainly due to increased sales revenues generated in EUR and translated into PLN. The strengthening of the PLN against the USD in turn had a positive impact on the Group's financial performance, as it resulted in lower purchase costs for the main raw material at the Kostrzyn mill. The weakening SEK against EUR had a favourable impact on revenues generated in EUR at APM and APG factories.
The material factors that have an impact on the financial results over the next quarter, include:
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 21 Management Board's Report
There were no significant changes in risk factors in H1 2023.
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or materiality of the risks.
Our Group operates in a very competitive market. The achievement of the strategic objectives assumed by the Group may be made difficult by operations of competitors, particularly integrated paper producers operating on a larger scale than our Group. Any more intensified competition resulting from a potential growth of production capacity of our competitors and thus an increased supply of paper to the market, may adversely affect the achievement of the planned revenues and thus the ability to achieve the underlying financial and operational assumptions.
Our Group operates in a legal environment characterised with a high level of uncertainty. The regulations affecting our business have been frequently amended and often there are no consistent interpretations which generates a risk of violating the existing regulations and the resultant consequences even if such breach was u nintentional. Additionally, amendments to regulations relating to environmental protection and other regulations may generate the need to incur material expenditures t o ensure compliance, inter alia, more restrictive regulations or stricter implementation of the existing regulations concerning the protection of surface waters, soil waters, soil and atmospheric air.
Revenues, expenses and results of the Group are exposed to currency risk, in particular relating to exchange rates of PLN and SEK to EUR, GBP and other currencies. Our Group exports a majority of its produced paper to European markets, generating a material part of its sales revenues in EUR, GBP, PLN and SEK. Sales revenu es of pulp in the Pulp Mills are subject to USD fix risk. The purchase costs of materials for paper production, in particular pulp for paper mills are paid primarily in USD and EUR. Additionally, we hold loan liabilities mainly in PLN, EUR and SEK. PLN is the currency used in our financial statements and therefore our revenues, expenses and results generated by the subsidiary companies domiciled abroad are subject to exchange rate fluctuations. Thus Currency exchange rate fluctuations may have a strong adverse effect on the results, financial conditions and prospects of the Group.
The Group is exposed to interest rate risk in view of the existing interest-bearing debt. The risk results from fluctuations of such interest rates as WIBOR for debt in PLN, EURIBOR for debt in EUR and STIBOR for debt in SEK. Unfavourable changes of interest rates may adversely affect the results, financial condition and prospects of the Group.
Trends in advertising, electronic data transmission and storage and in the Internet have adverse impact on traditional printed media and thus on the products of the Group and its customers. Continuation of such changes may adversely affect the results, financial condition and prospects of the Group.
The objectives and methods of financial risk management in the Group along with hedging methods of major transactions are detailed in note 34 to the consolidated financial statements.
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or materiali ty of the risks.
Historically, the operational results of the Group are characterised by relatively high volatility and low profit margins on operations. Reduced revenues resulting e.g. from changes to production capacity, output, pricing policies or increased operating expenses that primarily comprise costs of raw materials (mainly pulp for Paper Mills) and energy, may mean the Group's losses in earning capacity. Material adverse changes to profitability may result in reduced prices of our stock and reduced capacity to generate working capital thus adversely affecting our business and deteriorating our prospects.
We are exposed to the risk of price changes of raw materials and energy, primarily related to price fluctuations of pulp, gas and electricity. Paper Mills buy pulp under frame agreements or in one-off transactions and do not hedge against fluctuations of pulp prices. A part of pulp is supplied to our Paper Mills from the Pulp Mills of the Rottneros Group. The risk of changin g prices of raw materials is related primarily to changing prices of paper and pulp in the markets to which we sell our products. A material growth of prices of one or more raw materials and energy may adversely affect the operating results and financial condition of the Group.
Our Group holds three Paper Mills operating jointly seven production lines with total annual production capacity of over 700,000 tonnes of paper and two Pulp Mills with a total production capacity of 400,000 tonnes of pulp. Long-lasting disruption to the production process may result from a number of factors, including a breakdown, human error, unavailability of raw materials, natural catastrophes and other that are beyond our control. Each such disruption, even rela tively short, may have material impact on our production and profitability and result in material costs for repairs, liabilities to buyers whose ord ers we are not able to satisfy and other expenses.
Investments by the Group aimed at expanding the production capacity of the Group require material capital outlays and a relatively long time to complete. As a result, the market conditions under which we operate may be materially changed in the period between our decision to incur investment outlays to expand production capacity and the completion time. Changes of market conditions may result in a volatile demand for our products which may be too low in the context of additional production capacities. Differences between demand and investments in new production capacities may result in failure to utilise the expanded production capacity to the full extent. This may have adverse effect on the operating results and financ ial condition of the Group.
Our Group mainly has debt under a loan agreement with a consortium of banks (Pekao SA, Santander Bank S.A. and BNP Paribas SA) of 2 April 2021, loan debt with Danske Bank, Nordea Bank and under leasing agreements.
Failure by the Group to comply with its obligations, including the agreed levels of financial ratios (covenants) resulting from the agreements, will result in default under those agreements. Events of default may in particular result in demand for repayment of our debt, banks taking control over important assets like Paper Mills or Pulp Mills and loss of other assets which serve as collateral, deterioration of creditworthiness and lost access to external funding which will be converted into lost liquidity and which in turn may materially adversely affect our business and development prospects and our stock prices.
In the context of deteriorating situation in paper industry and the results of the Arctic Paper Group, our suppliers, in part icular suppliers of such raw materials as pulp, may have problems with acquiring insurance limits (sale on credit) and thus they may
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 23 Management Board's Report
lose the possibility of offering deferred payment terms to the Arctic Paper Group. Such situation may result in deteriorated financial situation and loss of financial liquidity of operating units and as a result this may adversely affect the situation in the entire Group.
Polskie Górnictwo Naftowe i Gazownictwo S.A (PGNiG) is the sole supplier of natural gas used by AP Kostrzyn to generate heat and electrical energy for paper production. (PGNiG). In this context, the business and costs of paper production at AP Kostrzyn is materially affected by availability and price of natural gas. Potential disruptions of supplies of natural gas to the Paper Mill in Kostrzyn nad Odrą may have adverse effect on production, results on operations and financial condition of the Group.
AP Kostrzyn has been using a major tax relief resulting from its operations in the Kostrzyńsko -Słubicka Specjalna Strefa Ekonomiczna. The relief was granted until 2026 and is subject to compliance by AP Kostrzyn of the applicable laws, regulations and other conditions relating to the relief, including compliance with certain criteria concerning employment and investment outlays. Tax regulations and interpretations thereof are subject to very frequent changes in Poland. Changes to the regulations applicable to the tax relief or breach by AP Kostrzyn of the applicable conditions may result in loss of the relief and have material adverse impact on the results of operations and financial condition of the Group.
Consolidation trends among our existing and potential customers may result in a more concentrated customer base covering a few large buyers. Such buyers may rely on their improved bargaining position in negotiating terms of paper purchases or decide to change the supplier and acquire products from our competitors. Additionally, in the context of the deteriorating condition in printing industry, such customers as paper distributors, printing houses or publishers may not be able to obtain insurance limits (sale on credit) or have problems with financial liquidity which may result in their bankruptcy and adversely affect our financial results. The above factors may have adverse impact on the operational results and financial condition of the Group.
The Group meets the requirements related to environmental protection; however, no certainty exists that it will always be ab le to comply with its obligations and that in the future it will avoid material expenses or that it will not incur material obli gations related to the requirements or that it will be able to obtain all permits, approvals and other consents to carry on its business as planned. Similarly, considering that paper and pulp production is related to potential hazards relating to waste generated in Paper Mills and Pulp Mills and contamination with chemicals, no certainty exists that in the future the Group is not c harged with liability for environmental pollution or that no event that may underlie the liability of the Group has not already occu rred. Thus the Group may be required to incur major expenses in connection with the need to remove contamination and land reclamation.
Our Paper Mills and Pulp Mills are provided with free carbon dioxide emission rights for each period. The emission rights are awarded within the EU Emission Trading Scheme. Should such free carbon dioxide emission rights be cancelled and replaced with a system of paid emission rights, our costs of energy generation will grow accordingly. Additionally, we may be forced t o incur other unpredictable expenses in connection with the emission rights or changing l egal regulations and the resultant requirements. Due to the above we may be forced to reduce the quantity of generated energy or to increase the production costs which may adversely affect our business, financial condition, operational results or developme nt prospects.
The Issuer is a holding company and therefore its capacity to pay dividend is subject to the level of potential disbursements from its subsidiary companies involved in operational activity, and the level of cash balances. Certain subsidiaries of the
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 24 Management Board's Report
Group involved in operational activity may be subject to certain restrictions concerning disbursements to the Issuer. No certainty exists that such restrictions will have no material impact on the business, res ults on operations and capacity of the Group to distribute dividend.
In connection with the term and revolving loan agreements, and the agreement between creditors signed on 2 April 2021, the Company's ability to pay dividends is subject to the Group meeting certain financial ratios in the period prior to payment (as that term is defined in the term and revolving credit facility agreement) and there being no event of default (as that term i s defined in the term and revolving loan agreement).
The Group's operating activities have been and will continue to be historically influenced by the following key factors:
We believe that a number of macro-economic and other economic factors have a material impact on the demand for high quality paper, and they may also influence the demand for the Group's products and the Group's operating results. Those factors include:
The trend observed in developed societies concerning a reduction of man's adverse impact on the environment, in particular reduction of use of disposable, plastic packaging that may not be recycled, offers new opportunities for the development of the pulp & paper sector. In many companies, work has been under way to develop new methods of packaging and production of packaging with natural materials, including pulp, so that it can be recycled. Arctic Paper is also involved in such res earch. In the near future, the product segment is expected to increase its percentage share in the volumes and revenues of the Arctic Paper Group.
Development of new technologies, in particular in the areas of information and communication, results in decreasing demand for certain paper types – in particular, this affects newsprint and to a lesser extent – graphic papers. However, despite the increasing popularity of e-books, the volume of book paper produced and sold by Arctic Paper has been stable in the recent years, less sensitive to changing market conditions. Nevertheless, in its strategy Arctic Paper has set a direction of activi ty so that within several years, the segment of non-graphic papers (that is technical or packaging paper) accounts for 1/5 of its consolidated revenues.
Paper prices undergo cyclic changes and fluctuations, they depend on global changes in demand and overall macroeconomic and other economic factors such as indicated above. Prices of paper are also influenced by a number of factors related to the supply, primarily changes in production capacities at the worldwide and European level.
The main elements of the Group's operating expenses include raw materials, energy and transportation. The costs of raw materials include mainly the costs of pulp for Paper Mills, timber for Pulp Mills and chemical agents used for paper and pulp production. Our energy costs historically include mostly the costs of electricity, gas and rights to CO2 emissions. The costs of transportation include the costs of transportation services provided to the Group mainly by external entities.
Taking into account the share of those costs in total operating expenses of the Group and the limited possibility of controlling these costs by the Group Companies, their fluctuations may have a major impact on the Group's profitability.
A part of pulp supplies to our Paper Mills is made from our own Pulp Mills. The remaining part of pulp manufactured at our Pulp Mills is sold to external customers.
The Group's operating results are significantly influenced by currency rate fluctuations. In particular, the Group's revenues and costs are expressed in different foreign currencies and are not matched, therefore, the appreciation of the currencies in which we incur costs towards the currencies in which we generate revenues, will have an adverse effect on the Group's results. Our products are primarily sold to euro zone countries, Scandinavia, Poland and the UK, thus our revenues are largely denominated in EUR, GBP, SEK and PLN while revenues from the pulp mills are primarily denominated in USD. The Group's operating expenses are primarily expressed in USD (pulp costs for Paper Mills), EUR (costs related to pulp for Paper Mills, energy, transportation, chemicals), PLN (the majority of other costs incurred by the Paper Mill in Kostrzyn nad Odrą) and SEK (the majority of other costs incurred by the Munkedal and Grycksbo Paper Mills as well as the Rottneros and Vallvik Pulp Mills).
Exchange rates also have an important impact on results reported in our financial statements because of changes in exchange rates of the currencies in which we generate revenues and incur costs, and the currency in which we report our financial results (PLN).
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 26 Management Board's Report
On 17 February 2023, Arctic Paper S.A. and Rottneros AB ("Rottneros") entered into a joint venture agreement (the "Joint-Venture Agreement") and a joint venture agreement under the name Kostrzyn Packaging Sp. z o.o. ("Joint -Venture").
The initial share capital of the Joint-Venture amounts to PLN 460,000.00 and is divided into 46 equal and indivisible shares, each with a nominal value of PLN 10,000.00. The company and Rottneros will each hold 50% of its share capital.
The object of the Joint-Venture will be: (i) manufacturing moulded cellulose fibre packaging, (ii) sale of finished packaging, (iii) development research and technical analysis of manufactured products.
The source of funding for the Joint-Venture's operations will be shareholders' own contributions and bank loans.
Joint-Venture, under the decision of the Minister of Transport and Development, will benefit from support in the form of income tax exemption of up to PLN 97.2 million of eligible costs under the Polish Investment Zone programme.
The conditions for the income tax exemption to be granted are the minimum value of the investment (PLN 97.2 million), the creation and maintenance of an adequate number of jobs in the production facility and the timing of the investment – no later than 31 December 2025.
The Joint-Venture is also obliged to incur eligible costs of a certain minimum value during the implementation of the investment and to meet qualitative criteria (among others, the criterion of economic and social sustainability) within a peri od of 5 years from the date of completion of the investment.
The aim of the Joint-Venture is to build a moulded cellulose fibre packaging plant in Kostrzyn nad Odrą , Poland, which is planned to be operational by the end of 2023. The estimated value of the investment will be PLN 100 million, of which the Issuer's share will be 50%. According to the Issuer's estimates, the investment will generate annual revenue of aro und PLN 60 million.
The joint venture between the Company and Rottneros AB will allow the synergy of Rottneros Packaging AB's know-how in the commercialisation of biodegradable packaging technology, existing operational experience and the favourable location of the Joint-Venture in Kostrzyn nad Odrą. The expansion of the Arctic Paper Group's product portfolio will help strengthen its position in the fast-growing green packaging market and is an important part of the implementation of the Arctic Paper 4P strategy.
On 6 June 2023, the Annual General Meeting of the Company, after reviewing the M anagement Board's proposal on dividend payment, decided to allocate a part of the Company's net profit for the financial year 2022, in the amount of PLN 187,077,014.10 (in words: one hundred and eighty-seven million, seventy-seven thousand and fourteen zloty 10/100) for dividend payment among the Company's shareholders. The dividend per share will amount to PLN 2.70 gross (in words: two zloty seventy groszy). The Company's Annual General Meeting determined 15 June 2023 as the ex -dividend date and 21 June 2023 as the dividend distribution date. The dividend was distributed according to schedule.
Arctic Paper SA reports that on 9th of August 2023 it decided to proceed with negotiations on the agreement amending a term and revolving facilities agreement dated 2nd of April 2021 (as amended) the conclusion of which was published by the Company in current report no. 12/2021 dated 2nd of April 2021, which was concluded between the Company as borrower and guarantor, the Company's subsidiaries as guarantors and a consortium of banks composed of: Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A. and Santander Bank Polska S.A. under which the Lenders will grant the Company additional facility to finance the construction of a biomass drying and pellet production plant, which will be located in Grycksbo on a property owned by Arctic Paper Grycksbo AB.
The total estimated cost of the investment will amount to approximately EUR 28.5 million of which approximately EUR 8.5 million will be financed from equity funds. The investment will reduce energy costs by approximately SEK 50 million per year. In addition to electricity and steam, the installation will produce approximately 50 thousand tons of pellets annually. According to the Issuer's estimates, the investment will generate an annual revenue of approximately SEK 100 million from the sale of pellets, and its completion is planned for the first half of 2025.
Based on preliminary financing proposals received from banks, the Company anticipates the following main conditions of the Additional Facility:
repayment conditions: 67,5% of the Additional Facility will be re paid in equal instalments paid every six months starting from March 2026. The remaining part will be repaid on the final maturity date of the Additional Facility;
interest rate: interest at a floating rate based on the EURIBOR base reference rate and variable margin, the level of whi ch will depend on the level of the net debt-to-EBITDA ratio; and
security: Additional Facility will be secured with the same package of securities established in connection with the Facilities Agreement.
The above-mentioned parameters of the Additional Facility are preliminary and may be changed in the course of negotiations with banks. Additionally, the Company informs that negotiations with banks concerning Additional Facility may, but need not necessarily end with an execution of the Amendment Agreement.
The Company will provide information on the completion of negotiations and their result in a separate current report.
The Management Board of Arctic Paper S.A. has not published the projected financial results for 2023.
As at 30 June 2023, the Company's Supervisory Board was composed of:
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Pare nt Entity.
On 9 May 2023, Mr Göran Eklund resigned as a Member of the Company's Management Board and Chief Financial Officer of the Company with effect from 29 May 2023.
The Supervisory Board, by resolution of 9 May 2023, appointed Ms Katarzyna Wojtkowiak as a member of the Company's Management Board with effect from 29 May 2023. Ms Katarzyna Wojtkowiak also holds the position of Chief Financial Officer of the Company.
The Supervisory Board, in connection with the expiry of the Management Board's term of office on 29 May 2023, by resolution of 9 May 2023 appointed the Management Board for a new three-year term of office as of 29 May 2023 with the following composition:
The Supervisory Board, by resolution of 9 May 2023, appointed Mr Fabian Langenskiöld as a member of the Company's Management Board with effect from 14 August 2023. Mr Fabian Langenskiöld also holds the position of Sales and marketing Director of the Company.
Until the date hereof, there were no changes to the composition of the Management Board of the Parent Entity.
| Managing and supervising persons |
Number of shares or rights to shares as at 10.08.2023 |
Number of shares or rights to shares as at 30.06.2023 |
Number of shares or rights to shares as at 09.05.2023 |
Change |
|---|---|---|---|---|
| Management Board | ||||
| Michał Jarczyński | 5 572 | 5 572 | 5 572 | - |
| Göran Eklund * | - | - | - | - |
| Katarzyna Wojtkowiak ** | - | - | - | - |
| Supervisory Board | ||||
| Per Lundeen | 34 760 | 34 760 | 34 760 | - |
| Thomas Onstad* | 6 223 658 | 6 223 658 | 6 223 658 | - |
| Roger Mattsson | - | - | - | - |
| Zofia Dzik | - | - | - | - |
| Anna Jakubowski | - | - | - | - |
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 29 Management Board's Report
The shareholding of the Company's managing and supervising persons has not changed since the publication of the last interim report, i.e. the report for Q1 2023, on 9 May 2023.
As at 30 June 2023, the Capital Group reported:
In connection with the term and revolving loan agreements signed on 2 April 2021, on 11 May 2021 the Company signed agreements and declarations pursuant to which collateral for the above receivables and other claims was established in favour of Bank Santander Bank Polska S.A. acting as Security Agent, i.e.
under Polish law – Collateral Documents establishing the following Collateral:
› financial and registered pledges on all shares held by the Company and the Guarantors that are registered in Poland and belong to companies in the Company's group (except Rottneros AB, Arctic Paper Mochenwangen GmbH, Arctic Paper Investment GmbH and Munkedals Kraft AB), with the exception of the Company's shares;
The information regarding off-balance sheet items is disclosed in the interim abbreviated consolidated financial statements.
In the period covered by this report, Arctic Paper S.A. and its subsidiaries were not a party to any material proceedings pending before a court, a competent authority for arbitration proceedings or a public administration authority.
During the period under report, Arctic Paper S.A. and its subsidiaries did not execute any material transactions with related entities on non-market terms and conditions.
On 14 July 2023, Arctic Paper S.A. contracted with PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. to review the Company's interim standalone consolidated financial statements and the Group's interim consolidated financial statements for the periods from 1 January 2023 to 30 June 2023 and from 1 January 2024 to 30 June 2024, and to audit the Company's stand-alone financial statements and the Group's consolidated financial statements for the financial periods from 1 January 2023 to 31 December 2023 and for the financial periods from 1 Januar y 2024 to 31 December 2024. The contract was concluded for the time required to perform the above services.
Members of the Management Board of Arctic Paper S.A. represent that to the best of their knowledge:
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 10 August 2023 | signed with a qualified electronic signature |
| Member of the Management Board Chief Financial Officer |
Katarzyna Wojtkowiak | 10 August 2023 | signed with a qualified electronic signature |
for the period of 6 months ended on 30 June 2023 along with an independent auditor's opinion
from the review
| Note | 3-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2023 (unaudited) |
3-month period ended on 30 June 2022 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|---|---|
| Continuing operations Revenues from sales of products |
9.1 | 836 243 | 1 868 459 | 1 296 279 | 2,407,037 |
| Sales revenues | 836 243 | 1 868 459 | 1 296 279 | 2,407,037 | |
| Costs of sales | 9.2 | (694 610) | (1 457 474) | (841 174) | (1,651,314) |
| Profit/(loss) on sales | 141 633 | 410 985 | 455 106 | 755,723 | |
| Selling and distribution costs | 9.2 | (78 371) | (174 262) | (124 065) | (223,359) |
| Administrative expenses | 9.2 | (36 025) | (63 005) | (34 162) | (59,523) |
| Other operating income | 9.2 | 23 808 | 49 666 | 22 057 | 43,359 |
| Other operating expenses | 9.2 | (11 722) | (28 424) | (20 878) | (42,060) |
| Profit/(loss) on operations | 39 324 | 194 960 | 298 058 | 474 140 | |
| Financial income | 9.2 | 12 322 | 15 211 | 5 521 | 5,701 |
| Financial expenses | 9.2 | (314) | (4 348) | (1 863) | (6,105) |
| Gross profit/(loss) | 51 332 | 205 822 | 301 715 | 473,735 | |
| Income tax | 9.2 | (4 443) | (27 269) | (47 622) | (73,278) |
| Net profit/(loss) | 46 889 | 178 554 | 254 094 | 400,458 | |
| Attributable to: | |||||
| The shareholders of the Parent Entity | 39 758 | 147 626 | 215 868 | 336 549 | |
| Non-controlling shareholders | 7 131 | 30 928 | 38 226 | 63,909 | |
| 46 889 | 178 554 | 254 094 | 400,458 | ||
| Earnings per share: | |||||
| – basic earnings from the profit/(loss) | |||||
| attributable to the shareholders of the Parent Entity – diluted earnings from the profit attributable to the shareholders of the |
12 | 0.57 | 2.13 | 3.12 | 4.86 |
| Parent Entity | 12 | 0.57 | 2.13 | 3.12 | 4.86 |
| 3-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2023 (unaudited) |
3-month period ended on 30 June 2022 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|---|
| Profit for the reporting period | 46 889 | 178 554 | 254 094 | 400 458 |
| Other comprehensive income | ||||
| Items to be reclassified to profit/(loss) in future reporting periods: | ||||
| FX differences on translation of foreign operations | (129 802) | (151 434) | (29 248) | (23 219) |
| Measurement of financial instruments | 7 814 | (145 980) | 278 770 | 342 899 |
| Deferred income tax on the measurement of financial instruments | (1 742) | 29 604 | (56 640) | (69 205) |
| Items that were reclassified to profit/(loss) during the reporting period: | ||||
| Measurement of financial instruments | (3 234) | (12 542) | (10 556) | (15 947) |
| Deferred income tax on the measurement of financial instruments | 646 | 2 544 | 2 162 | 3 218 |
| Items not to be reclassified to profit/loss: | ||||
| Actuarial profit/(loss) for defined benefit plans | - | - | 9 662 | 9 662 |
| Deferred tax on actuarial gains/(losses) | - | - | (1 927) | (1 927) |
| Other net comprehensive income | (126 318) | (277 808) | 192 223 | 245 482 |
| Total comprehensive income for the period | (79 429) | (99 255) | 446 317 | 645 940 |
| Total comprehensive income attributable to: | ||||
| The shareholders of the Parent Entity | (49 257) | (48 339) | 349 328 | 506 272 |
| Non-controlling shareholders | (30 172) | (50 915) | 96 989 | 139 668 |
| Note | As at 30 June 2023 (unaudited) |
As at 31 December 2022 |
|
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Tangible fixed assets | 13 | 1 060 400 | 1 125 004 |
| Investment properties | 1 763 | 1 763 | |
| Intangible assets | 13 | 50 080 | 63 899 |
| Goodwill | 13 | 7 913 | 8 847 |
| Interests in joint ventures | 4 025 | 4 264 | |
| Other financial assets | 14 | 105 652 | 162 617 |
| Other non-financial assets | 130 | 277 | |
| Deferred income tax assets | 4 443 | 5 196 | |
| 1 234 406 | 1 371 867 | ||
| Current assets | |||
| Inventories | 15 | 529 062 | 601 205 |
| Trade and other receivables | 16 | 403 664 | 503 391 |
| Corporate income tax receivables | 25 474 | 633 | |
| Other non-financial assets | 14 778 | 12 048 | |
| Other financial assets | 14 | 84 584 | 283 411 |
| Cash and cash equivalents | 10 | 307 235 | 481 930 |
| 1 364 796 | 1 882 618 | ||
| TOTAL ASSETS | 2 599 202 | 3 254 485 |
| Note | As at 30 June 2023 (unaudited) |
As at 31 December 2022 |
|
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Equity (attributable to the shareholders of the Parent Entity) | |||
| Share capital | 20 | 69 288 | 69 288 |
| Reserve capital | 443 805 | 407 976 | |
| Other reserves | 223 841 | 312 447 | |
| FX differences on translation | (147 153) | (39 794) | |
| Retained earnings/Accumulated losses | 762 422 | 837 702 | |
| Non-controlling interests | 1 352 203 371 799 |
1 587 619 464 563 |
|
| Total equity | 1 724 002 | 2 052 182 | |
| Long-term liabilities | |||
| Interest-bearing loans | 17 | 100 899 | 139 166 |
| Provisions | 1 130 | 1 264 | |
| Employee liabilities | 19 | 41 489 | 43 547 |
| Other financial liabilities | 21 076 | 23 158 | |
| Deferred income tax liability | 126 401 | 177 750 | |
| Grants and deferred income | 9 099 | 10 512 | |
| 300 094 | 395 397 | ||
| Short-term liabilities | |||
| Interest-bearing loans | 17 | 44 782 | 35 387 |
| Provisions | 6 971 | 9 202 | |
| Other financial liabilities | 6 408 | 8 055 | |
| Trade and other payables | 18 | 351 464 | 551 211 |
| Employee liabilities | 19 | 102 947 | 133 165 |
| Income tax liability | 53 997 | 55 043 | |
| Grants and deferred income | 8 538 | 14 843 | |
| 575 107 | 806 906 | ||
| TOTAL LIABILITIES | 875 200 | 1 202 303 | |
| TOTAL EQUITY AND LIABILITIES | 2 599 202 | 3 254 485 |
| Note | 6-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|
| Cash flows from operating activities Gross profit/(loss) |
205 822 | 473 735 | |
| Adjustments for: | |||
| Depreciation/amortisation | 59 506 | 61 646 | |
| FX gains/(loss) | (6 152) | 4 113 | |
| Interest, net | 6 178 | 3 655 | |
| Profit/(loss) on investing activities | (985) | (3) | |
| (Increase) / decrease in receivables and other non-financial assets | 63 728 | (258 454) | |
| (Increase)/decrease in inventories | 28 559 | (84 433) | |
| Increase/(decrease) of liabilities except loans, borrowings, bonds and other financial liabilities |
(154 317) | 74 527 | |
| Change in provisions | 7 077 | (1 035) | |
| Change in non-financial assets | (5 093) | (9 669) | |
| Income tax paid | (50 540) | (26 305) | |
| Change in pension provisions and employee liabilities | (21 512) | (10 158) | |
| Change in grants and deferred income | (7 082) | 5 650 | |
| Co-generation certificates and CO2 emission rights | (8 561) | (2 777) | |
| Change in the settlement of realised forward contracts | 28 937 | 6 250 | |
| Other | (850) | (496) | |
| Net cash flows from operating activities | 144 715 | 236 248 | |
| Cash flows from investing activities | |||
| Disposal of tangible fixed assets and intangible assets | 213 | - | |
| Purchase of tangible fixed assets and intangible assets | (69 574) | (75 440) | |
| Outflows from bank deposit set up for more than 3 months | (41 520) | - | |
| Proceeds from bank deposit set up for more than 3 months | 41 520 | - | |
| Interest received Proceeds from forward contracts that do not comply with hedge accounting rules |
531 31 649 |
- - |
|
| Other capital outflows / inflows | 409 | - | |
| Net cash flows from investing activities | (36 951) | (75 440) | |
| Cash flows from financing activities | |||
| Change to overdraft facilities | - | (18 322) | |
| Repayment of leasing liabilities Proceeds/repayment of other financial liabilities |
(4 440) (819) |
(5 277) - |
|
| Repayment of loans | (18 050) | (23 553) | |
| Dividend disbursed to shareholders of AP SA | (187 077) | - | |
| Dividend paid to non-controlling shareholders | (41 849) | (20 088) | |
| Interest paid | (6 632) | (3 608) | |
| Other | - | - | |
| Net cash flows from financing activities | (258 867) | (70 848) | |
| Increase/(decrease) in cash and cash equivalents | (151 103) | 89 960 | |
| Net FX differences | (23 592) | (3 313) | |
| Cash at the beginning of the period | 481 930 | 167 927 | |
| Cash at the end of the period | 10 | 307 235 | 254 574 |
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 38 Interim abbreviated consolidated financial statements
| Attributable to the shareholders of the Parent Entity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital | Reserve capital |
FX differences on translation of foreign operations |
Other reserves |
Retained earnings/Accumulated losses |
Total | Equity attributable to non-controlling shareholders |
Total equity | |
| As at 01 January 2023 | 69 288 | 407 976 | (39 794) | 312 447 | 837 702 | 1 587 619 | 464 563 | 2 052 182 |
| Net profit/(loss) for the period | - | - | - | - | 147 626 | 147 626 | 30 928 | 178 554 |
| Other net comprehensive income for the period | - | - | (107 359) | (88 606) | - | (195 965) | (81 843) | (277 808) |
| Total comprehensive income for the period | - | - | (107 359) | (88 606) | 147 626 | (48 339) | (50 915) | (99 255) |
| Profit distribution /Dividend to AP SA Shareholders | - | 35 829 | - | - | (222 906) | (187 077) | - | (187 077) |
| Dividend distribution to non-controlling entities | - | - | - | - | - | - | (41 849) | (41 849) |
| As at 30 June 2023 (unaudited) | 69 288 | 443 805 | (147 153) | 223 841 | 762 422 | 1 352 203 | 371 799 | 1 724 002 |
Attributable to the shareholders of the Parent Entity
| Share capital | Reserve capital |
FX differences on translation of foreign operations |
Other reserves |
Retained earnings/Accumulated losses |
Total | Equity attributable to non-controlling shareholders |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| As at 01 January 2022 | 69 288 | 407 976 | 7 534 | 201 226 | 226 113 | 912 137 | 330 859 | 1 242 996 |
| Net profit/(loss) for the period | - | - | - | - | 336 549 | 336 549 | 63 909 | 400 458 |
| Other net comprehensive income for the period | - | - | (15 069) | 177 057 | 7 735 | 169 723 | 75 759 | 245 482 |
| Total comprehensive income for the period | - | - | (15 069) | 177 057 | 344 284 | 506 272 | 139 668 | 645 940 |
| Profit distribution /Dividend to AP SA Shareholders | - | - | - | (5 928) | (21 787) | (27 715) | - | (27 715) |
| Dividend distribution to non-controlling entities | - | - | - | - | - | - | (20 088) | (20 088) |
| As at 30 June 2022 (unaudited) | 69 288 | 407 976 | (7 535) | 372 355 | 548 610 | 1 390 694 | 450 439 | 1 841 133 |
provided on pages 39 to 61 constitute an integral part hereof
The Arctic Paper Group is a paper and pulp producer. We offer bulky book paper and a wide range of products in this segment, as well as high-grade graphic paper. The Group produces numerous types of uncoated and coated wood -free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the advertising industry. The Arctic Paper Group employs around 1,500 people in its paper mills, paper sales and pulp companies, purchasing office and food packaging company. Our Paper Mills are located in Poland and in Sweden. Pulp Mills are located in Sweden. The Group had 13 Sales Offices providing access to all European markets, including Central and Eastern Europe. Our consolidated sales revenues for 6 months of 2023 amounted to PLN 1,868 million.
Arctic Paper S.A. is a holding company set up in April 2008. As a result of capital restructuring carried out in 2008, the Pa per Mills Arctic Paper Kostrzyn (Poland) and Arctic Paper Munkedals (Sweden), Distribution Companies and Sales O ffices have become the properties of Arctic Paper S.A. Previously they were owned by Trebruk AB (formerly Arctic Paper AB), the parent company of Arctic Paper S.A. In addition, under the expansion, the Group acquired the Paper Mill Arctic Paper Mochenwangen (Germany) in November 2008 and the Paper Mill Grycksbo (Sweden) in March 2010. In 2012, the Group acquired shares in Rottneros AB, a NASDAQ-listed company in Stockholm with interests in two pulp mills (Sweden).In 2020, the Group took control of Nykvist Skogs AB, a company of private forest owners in Sweden.
The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Zielona Góra, 8th Commercial Division of the National Court Register, un der KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The company's registered office is located in Poland, in Kostrzyn nad Odrą (ul. Fabryczna 1). The Company has a foreign branch in Göteborg, Sweden.
The interim abbreviated consolidated financial statements of the Group with respect to the interim abbreviated consolidated profit and loss account, statement of comprehensive income, cash flow statement and statement of changes to equity and notes to the interim abbreviated consolidated statement of comprehensive income and interim abbreviated consolidated statement of profit and loss cover the period of 6 months ended on 30 June 2023 and contain comparable data for the period of 6 months ended on 30 June 2022; and in the consolidated statement of financial condition, it presents data as at 30 June 2023 and as at 31 December 2022.
The interim abbreviated consolidated statement of total comprehensive income the interim abbreviated consolidated statement of profit and loss also include data for the three months ended 30 June 2023 and comparative data for the three months ended 30 June 2022.
The principal business of the Arctic Paper Group is the production of paper and pulp.
The Group's additional business, subordinate to paper and pulp production, covers:
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 30 June 2023) 40,381,449 shares of our Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at General Meetings. Thus Nemus Holding AB is the Parent Entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares representing 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S.A . as at 30 June 2023 and 31 December 2022 was 68.13% and has not changed until the date hereof.
The ultimate parent of the entire Arctic Paper Group is Incarta Development S.A., which is controlled by Mr Thomas Onstad. The top owner of the Group is Mr. Thomas Onstad.
The Group is composed of Arctic Paper S.A. and the following subsidiaries:
| Unit | Registered office | Business activity | Group's interest in the equity of the subsidiary entities as at |
|||
|---|---|---|---|---|---|---|
| 10 August 2023 |
30 June 2023 |
09 May 2022 |
31 December 2022 |
|||
| Arctic Paper Kostrzyn S.A. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper Munkedals AB | Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper Mochenwangen GmbH | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Non-operating company, formerly paper production |
99,74% | 99,74% | 99,74% | 99,74% |
| Arctic Paper Grycksbo AB | Sweden, Box 1, SE 790 20 Grycksbo | Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper UK Limited | United Kingdom, 8 St Thomas Street SE1 9RR London |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Baltic States SIA | Latvia, K. Valdemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Deutschland GmbH | Germany, Am Sandtorkai 72, D-20457 Hamburg |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Benelux S.A. | Belgium, Ophemstraat 24, B-3050 Oud-Heverlee |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Schweiz AG | Switzerland, Gutenbergstrasse 1, CH-4552 Derendingen |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Italia srl | Italy, Via Cavriana 7, 20 134 Milan | Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472-474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Papierhandels GmbH | Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warszawa |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Norge AS | Norway, Eikenga 11-15, NO-0579 Oslo | Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% | 100% |
| Unit | Registered office | Business activity | Group's interest in the equity of the subsidiary entities as at |
|||
|---|---|---|---|---|---|---|
| 10 August 2023 |
30 June 2023 |
09 May 2022 |
31 December 2022 |
|||
| Arctic Power Sp.z o.o. (formerly Arctic Paper East Sp. z o.o.) |
Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Production of energy | 100% | 100% | 100% | 100% |
| Arctic Paper Investment GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Verwaltungs GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Immobilienverwaltung GmbH&Co. KG* |
Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
94,90% | 94,90% | 94,90% | 94,90% |
| Arctic Paper Investment AB ** | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% | 100% |
| EC Kostrzyn Sp. z o.o. | Poland, ul. Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Rental of properties and machines and equipment |
100% | 100% | 100% | 100% |
| Munkedals Kraft AB | Sweden, 455 81 Munkedal | Production of hydropower | 100% | 100% | 100% | 100% |
| Kostrzyn Packaging Spółka z o.o. | Poland, ul. Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Production of packaging | 75,65% | 75,65% | 100% | 100% |
| Rottneros AB | Sweden, Söderhamn | Activities of holding companies |
51,27% | 51,27% | 51,27% | 51,27% |
| Rottneros Bruk AB | Sweden, Rottneros | Pulp production | 51,27% | 51,27% | 51,27% | 51,27% |
| Utansjo Bruk AB | Sweden, Söderhamn | Non-operating company | 51,27% | 51,27% | 51,27% | 51,27% |
| Vallviks Bruk AB | Sweden, Vallvik | Pulp production | 51,27% | 51,27% | 51,27% | 51,27% |
| Nykvist Skogs AB | Sweden, Gräsmark | Company grouping forest owners |
51,27% | 51,27% | 51,27% | 51,27% |
| Rottneros Packaging AB | Sweden, Sunne | Production of food packaging | 51,27% | 51,27% | 51,27% | 51,27% |
| SIA Rottneros Baltic | Latvia, Kuldiga | Procurement bureau | 51,27% | 51,27% | 51,27% | 51,27% |
* – companies established for the purpose of the acquisition of Arctic Paper Mochenwangen GmbH
** – company established to acquire Grycksbo Paper Holding AB (closed in 2015) and indirectly Arctic Paper Grycksbo AB
In May 2022, Kostrzyn Packaging Sp. z o.o. was established, which will ultimately be a moulded cellulose fibre packaging factory whose shares are currently held by Arctic Paper S.A. and Rottneros AB.
As at 30 June 2023 and as well as on the day hereof, the percentage of voting rights held by the Group in its subsidiaries corresponded to the percentage held in the share capital of those entities. All subsidiaries within the Group ar e consolidated under the full method from the day of obtaining control by the Group and cease to be consolidated from the day the control has been transferred out of the Group.
As at 30 June 2023, the Parent Entity's Management Board was composed of:
On 9 May 2023, Mr Göran Eklund resigned as a Member of the Company's Management Board and Chief Financial Officer of the Company with effect from 29 May 2023.
The Supervisory Board, by resolution of 9 May 2023, appointed Ms Katarzyna Wojtkowiak as a member of the Company's Management Board with effect from 29 May 2023. Ms Katarzyna Wojtkowiak also holds the position of Chief Financial Officer of the Company.
The Supervisory Board, by resolution of 9 August 2023, appointed Mr Fabian Langenskiöld as a member of the Company's Management Board with effect from 14 August 2023. Mr Fabian Langenskiöld also holds the position of Sales and marketing Director of the Company.
Until the date hereof, there were no other changes to the composition of the Management Board of the Parent Company.
As at 30 June 2023, the Parent Entity's Supervisory Board was composed of:
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Entity.
These interim abbreviated consolidated financial statements were approved for publication by the Management Board on 10 August 2023.
These interim abbreviated consolidated financial statements have been prepared in compliance with International Accounting Standard No. 34.
These interim abbreviated consolidated financial statements have been presented in Polish zloty ("PLN") and all values are rounded to the nearest thousand (PLN '000) except as stated otherwise.
These interim abbreviated consolidated financial statements have been prepared based on the assumpt ion that the Group will continue as a going concern in the foreseeable future.
The interim abbreviated consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended on 31 December 2022.
In connection with the term and revolving loan agreements, signed on 2 April 2021, the Group agreed to maintain specified financial ratios that are calculated at the end of each quarter. As at 30 June 2023, the Group has met the financial ratios required by the aforementioned loan agreement with the consortium of financing banks (Santander Bank S.A, Bank BNP Paribas S.A. and Pekao SA).
The accounting principles (policies) applied to prepare the interim abbreviated consolidated financial statements are compliant with those applied to the annual consolidated financial statements of the Group for the year ended on 31 December 2022, excep t for those presented below.
a) IFRS 17 "Insurance contracts" and amendments to IFRS 17
IFRS 17 "Insurance Contracts" was issued by the International Accounting Standards Board on 18 May 2017, while the amendments to IFRS 17 were published on 25 June 2020. The new standard is effective for annual periods beginning on or after 1 January 2023.
IFRS 17 Insurance Contracts will replace the current IFRS 4, which allows for a variety of practices in accounting for insura nce contracts. The new standard will fundamentally change the accounting for all entities that deal with insurance contra cts and investment contracts; however, the scope of the standard is not limited to insurance companies only, and contracts entered in to by entities other than insurance companies may also contain an element that meets the definition of an insurance contrac t (as defined in IFRS 17).
b) Amendments to IFRS 17 Insurance Contracts: First-time adoption of IFRS 17 and IFRS 9 – comparative figures (issued 9 December 2021). Effective for annual periods beginning on or after 1 January 2023)
The amendment introduces a new option to apply IFRS 17 for the first time in order to reduce operational complexity and accounting mismatches in comparative figures between insurance contract liabilities and related financial assets at the time of first-time application of IFRS 17. The amendment allows comparative figures for financial assets to be presented more consistently with IFRS 9 Financial Instruments.
The amendment relates only to the application of the new IFRS 17 standard and does not affect any other requirements in IFRS 17.
c) Amendments to IAS 1 "Presentation of Financial Statements" and the IFRS Board's guidance on disclosure of accounting policies in practice
The amendment to IAS 1 introduces the requirement to disclose material information about accounting policies as d efined in the standard. The amendment clarifies that information on accounting policies is material if, in its absence, users of the financ ial statements would not be able to understand other relevant information contained in the financial statements. In a ddition, the Board's guidance on the application of the concept of materiality in practice has also been revised to provide guidance on th e application of the concept of materiality to accounting policy disclosures. The change is effective from 1 January 2 023.
d) Amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors":
In 2021 the Board published an amendment to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" regarding the definition of estimates. The amendment to IAS 8 clarifies how entities should distinguish between changes in accounting policies and changes in accounting estimates. The change is effective from 1 January 2023.
e) Amendments to IAS 12 "Income Taxes"
The amendments to IAS 12 clarify how to account for deferred tax on transactions such as leases and retirement obligations. Prior to the amendment to the standard, there was ambiguity as to whether the recognition of equal amounts of an asset and a liability for accounting purposes (e.g. the initial recognition of a lease) with no impact on current tax settlements necessitates the recognition of deferred tax balances or whether the so-called initial recognition exemption applies, which states that deferred tax balances are not recognised if the recognition of an asset or liability has no impact on the accounting or tax outcome at the time of that recognition. Revised IAS 12 addresses this issue by requiring deferred tax to be recognised in the above situati on by additionally stating that the exemption from initial recognition does not apply if an entity simultaneously recognises an asset and an equivalent liability and each creates temporary differences.
The amendment is effective for financial statements for periods beginning on or after 1 January 2 023.
f) Amendments to IAS 12 Income Taxes: Global Minimum Income Tax (Pillar Two)
In May 2023, the Board published amendments to IAS 12 'Income Taxes' in response to the Pillar Two global minimum income tax regulations issued by the Organisation for Economic Co-operation and Development (OECD) in connection with international tax reform. The amendment to IAS 12 provides a temporary exemption from the requirement to recognise deferred income tax arising from enacted tax law that implements the Pillar II model rules. Companies can apply the guidance of the revised IAS 12 standard immediately, while certain disclosures are required for annual periods beginning on or after 1 January 2023. As at t he date of these (consolidated) financial statements, the modification has not been approved by the European Union.
The Group did not decide to adopt earlier any other standards, interpretations or amendments that were issued but are not yet effective for periods commencing on 1 January 2023.
In these consolidated financial statements, the Group has not decided to early apply the following published standards, interpretations or amendments to existing standards before their effective date:
g) Amendment to IFRS 16 "Leases"
In September 2022. The Board amended IFRS 16 "Leases" by supplementing the requirements for the subsequent measurement of the lease obligation for sale and leaseback transactions, where the crit eria of IFRS 15 are met and the transaction should be accounted for as a sale.
The change requires the seller-lessee to subsequently measure the lease liabilities resulting from the leaseback in such a way as not to recognize a gain or loss related to the retained right of use. The new requirement is particularly relevant where saleleasebacks include variable lease payments that do not depend on an index or rate, as these payments are excluded from "lease payments" under IFRS 16. The revised standard includes a new example that illustrates the application of the new requirement in this respect. The amendment is effective from 1 January 2024. At the date of these consolidated financial statements, the amendment has not yet been approved by the European Union.
h) Amendments to IAS 1 "Presentation of Financial Statements"
In 2020, the Council published amendments to IAS 1, which clarify the presentation of liabilities as long -term and short-term. In October 2022, the Council issued further amendments to the IAS 1 standard, which address the issue of classifying liabilities as long-term and short-term, in relation to which the entity is obliged to meet certain contractual requirements, the so -called covenants. The amended IAS 1 provides that liabilities are classified as short-term or long-term depending on the rights existing at the end of the reporting period. Neither the entity's expectations nor events after the reporting date (for example, waive r or breach of covenant) affect the classification.
The published amendments are effective for financial statements for periods beginning on or after 1 January 2024.
At the date of these consolidated financial statements, these amendments have not yet been approved by the European Union.
i) Amendments to IAS 7 "Statement of cash flows" and IFRS 7 "Financial instruments: disclosures" – disclosure of supplier finance arrangements
In May 2023, the Board published amendments to IAS 7 "Statement of cash flows" and IFRS 7 "Financial instruments: disclosures. The amendments to the standards introduce disclosure requirements for supplier finance arrangements. The amendments require specific disclosures about the entity's financial contracts with suppliers to enable readers of the financ ial statements to assess the impact of those contracts on the entity's liabilities and cash flows and the entity's exposure to liquidity risk. These amendments are intended to increase the transparency of disclosures about arrangements made with suppliers. The amendments do not affect the recognition and measurement principles, only the disclosure requirements. The new disclosure obligations will be effective for annual reporting periods beginning on or after 1 January 2024.
As at date the of these financial statements, the modifications have not been approved by the European Union.
j) IFRS 14 "Regulatory accruals"
This standard allows entities that prepare their financial statements in accordance with IFRS for the first time (on or after 1 January 2016) to recognise amounts arising from price-regulated activities in accordance with existing accounting policies. To improve comparability, with entities that already apply IFRS and do not report such amounts, under published IFRS 14, amounts arising from regulated price activities should be presented as a separate line item in both the statement of financial position and the income statement and statement of other comprehensive income.
By a decision of the European Union, IFRS 14 will not be endorsed.
k) Amendments to IFRS 10 and IAS 28 on the sale or contribution of assets between an investor and its associates or joint ventures
The amendments resolve the current inconsistency between IFRS 10 and IAS 28. The accounting treatment depends on whether the non-monetary assets sold or contributed to the associate or joint venture constitute a "business".
Where non-monetary assets constitute a "business", the investor shows a full profit or loss on the transaction. If, on the other hand, the assets do not meet the definition of a business, the investor only recognises a gain or loss to the extent of the portion representing the interests of other investors.
The amendments were published on 11 September 2014. At the date of these consolidated financial statements, approval of this amendment is deferred by the European Union.
The above changes are not expected to have material impact on the Group's financial statements .
Transactions denominated in currencies other than the functional currency of the entity are translated into the functional currency at the Currency exchange rate prevailing on the transaction date.
On the balance sheet date, monetary assets and liabilities expressed in currencies other than the functional currency of the entity are translated into the functional currency using the mean currency exchange rate prevailing for the presentation currency as at the end of the reporting period. FX differences from translation are recognised under financial income or financial expenses or are capitalised as cost of assets, as defined in the accounting policies. Non -monetary foreign currency assets and liabilities recognised at historical cost are translated at the historical currency exchange rate prevailing on the transaction date. Non-monetary assets and liabilities denominated in a currency other than the functional currency, recognised at fair value are translated into the functional currency using the rate of ex change prevailing on the date of revaluation to fair value.
The functional currencies of the foreign subsidiaries are EUR, SEK, DKK, NOK, GBP and CHF. As on the balance sheet date, the assets and liabilities of those subsidiaries are translated into the pr esentation currency of the Group (PLN) at the rate of exchange prevailing on the balance sheet date and their profit and loss accounts are translated using the average weighted exchange rates for the relevant reporting period. The FX differences on transla tion are recognised in other total comprehensive income and cumulated in a separate equity item. On disposal of a foreign operation, the cumulative amount of the deferred FX differences recognised in equity and relating to that particular foreign operation shall be recognised in the profit and loss account.
FX differences on loans treated in compliance with IAS 21 as investments in subsidiaries are recognised in the consolidated financial statements in other comprehensive income.
The following exchange rates were used for book valuation purposes:
| 30 June 2023 | 31 December 2022 | |
|---|---|---|
| USD | 4,1066 | 4,4018 |
| EUR | 4,4503 | 4,6899 |
| SEK | 0,3768 | 0,4213 |
| DKK | 0,5976 | 0,6307 |
| NOK | 0,3810 | 0,4461 |
| GBP | 5,1796 | 5,2957 |
| CHF | 4,5562 | 4,7679 |
Mean Currency exchange rate for the reporting periods are as follows:
| 01.01 – 30.06.2023 | 01.01 – 30.06.2022 | |
|---|---|---|
| USD | 4,2828 | 4,2419 |
| EUR | 4,6280 | 4,6362 |
| SEK | 0,4087 | 0,4425 |
| DKK | 0,6215 | 0,6231 |
| NOK | 0,4099 | 0,4650 |
| GBP | 5,2797 | 5,5052 |
| CHF | 4,6955 | 4,4931 |
The Group's activities are not of seasonal nature. Therefore, the results presented by the Group do not change significantly during the year.
Operational segments cover continuing activities. The Group's principal activity is the production of paper and pulp.
The paper production business is presented as the "Uncoated" and "Coated" segments and includes the financial results of, among others, three Paper Mills:
The cellulose business is presented as the "Cellulose" segment and includes, among others, two cellulose plants:
The Group identifies the following business segments:
The exclusions include the exclusions of turnover and settlements between segments and the results of operations of Arctic Paper SA and Arctic Paper Finance AB.
The split of segments into the uncoated and coated paper segments and pulp is due to the following factors:
Every month, on the basis of internal reports received from companies (apart from companies of the Rottneros Group), the results in each operating segment are analysed by the management of the Group. The financial results of companies in the Rottneros Groups are analysed on the basis of quarterly financial results published on the websites of Rottneros AB.
The operating results are measured primarily on the basis of EBITDA calculated by adding depreciation/amortisation and impairment allowances to tangible fixed assets and intangible assets to operating p rofit/(loss), in each case in compliance with EU IFRS. In accordance with EU IFRS, EBITDA is not a metric of operating profit/(loss), operational results or liquidity. EBITDA is a metric that the Management Board uses to manage the operations.
Transactions between segments are concluded at arms' length like between unrelated entities.
The table below presents data concerning revenues and profit as well as certain assets and liabilities under continuing operations, split by segments of the Group for the period of 6 months ended on 30 June 2023 and as at 30 June 2023.
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
|---|---|---|---|---|---|---|
| Revenues | ||||||
| Sales to external customers | 883 482 | 405 469 | 579 507 | 1 868 459 | - | 1 868 459 |
| Sales between segments | - | 549 | 2 882 | 3 431 | (3 431) | - |
| Total segment revenues | 883 482 | 406 019 | 582 390 | 1 871 890 | (3 431) | 1 868 459 |
| Result of the segment | ||||||
| EBITDA | 107 310 | 56 158 | 96 452 | 259 920 | (5 453) | 254 466 |
| Depreciation/amortisation | (35 175) | (5 292) | (18 901) | (59 368) | (138) | (59 506) |
| Profit/(loss) on operations | 72 135 | 50 866 | 77 551 | 200 551 | (5 591) | 194 960 |
| Interest income | 1 275 | 637 | 2 452 | 4 364 | (50) | 4 314 |
| Interest expense | (1 692) | (572) | (2 043) | (4 308) | 1 028 | (3 280) |
| FX gains and other financial income | - | 7 890 | 5 722 | 13 611 | (2 715) | 10 897 |
| FX losses and other financial expenses | (637) | - | - | (637) | (431) | (1 068) |
| Gross profit | 71 081 | 58 821 | 83 681 | 213 582 | (7 760) | 205 822 |
| Assets of the segment | 1 160 012 | 420 285 | 1 145 001 | 2 725 298 | (134 563) | 2 590 735 |
| Liabilities of the segment | 447 838 | 202 645 | 307 092 | 957 575 | (208 776) | 748 800 |
| Capital expenditures | (44 043) | (3 972) | (20 995) | (69 010) | (564) | (69 574) |
| Interests in joint ventures | 4 025 | - | - | 4 025 | - | 4 025 |
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 3 months ended on 30 June 2023 and as at 30 June 2023.
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
|---|---|---|---|---|---|---|
| Revenues | ||||||
| Sales to external customers | 392 957 | 173 710 | 269 576 | 836 243 | - | 836 243 |
| Sales between segments | - | 267 | (84) | 183 | (183) | - |
| Total segment revenues | 392 957 | 173 977 | 269 492 | 836 426 | (183) | 836 243 |
| Result of the segment | ||||||
| EBITDA | 34 355 | 15 729 | 21 171 | 71 255 | (2 324) | 68 932 |
| Depreciation/amortisation | (17 559) | (2 576) | (9 386) | (29 522) | (86) | (29 608) |
| Profit/(loss) on operations | 16 795 | 13 153 | 11 785 | 41 733 | (2 410) | 39 324 |
| Interest income | 1 166 | (20) | 1 190 | 2 337 | (638) | 1 699 |
| Interest expense | (788) | (282) | (1 202) | (2 272) | 1 639 | (634) |
| FX gains and other financial income | - | 6 851 | 5 722 | 12 573 | (1 950) | 10 623 |
| FX losses and other financial expenses | (235) | - | 1 262 | 1 027 | (707) | 320 |
| Gross profit | 16 939 | 19 702 | 18 757 | 55 397 | (4 066) | 51 332 |
| Assets of the segment | 1 160 012 | 420 285 | 1 145 001 | 2 725 298 | (134 563) | 2 590 735 |
| Liabilities of the segment | 447 838 | 202 645 | 307 092 | 957 575 | (208 776) | 748 800 |
| Capital expenditures | (24 470) | (2 029) | (10 563) | (37 062) | - | (37 062) |
| Interests in joint ventures | 4 025 | - | - | 4 025 | - | 4 025 |
— Revenues from inter-segment transactions are eliminated on consolidation.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 6 months ended on 30 June 2022 and as at 31 December 2022.
| Total continuing |
||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | operations | |
| Revenues | ||||||
| Sales to external customers | 1 203 094 | 565 029 | 638 913 | 2 407 037 | - | 2 407 037 |
| Sales between segments | - | 1 433 | - | 1 433 | (1 433) | - |
| Total segment revenues | 1 203 094 | 566 462 | 638 913 | 2 408 470 | (1 433) | 2 407 037 |
| Result of the segment | ||||||
| EBITDA | 235 889 | 126 377 | 178 312 | 540 577 | (4 791) | 535 786 |
| Depreciation/amortisation | (34 104) | (5 200) | (22 233) | (61 536) | (110) | (61 646) |
| Profit/(loss) on operations | 201 784 | 121 177 | 156 079 | 479 041 | (4 901) | 474 140 |
| Interest income | 342 | 110 | - | 452 | 207 | 660 |
| Interest expense | (1 153) | (1 394) | (885) | (3 431) | (912) | (4 343) |
| FX gains and other financial income | 1 036 | 284 | 10 619 | 11 939 | (6 898) | 5 041 |
| FX losses and other financial expenses | (1 496) | (3 829) | - | (5 326) | 3 563 | (1 762) |
| Gross profit/(loss) | 200 514 | 116 349 | 165 813 | 482 676 | (8 941) | 473 735 |
| Assets of the segment | 1 322 090 | 498 448 | 1 357 924 | 3 178 462 | (75 131) | 3 103 331 |
| Liabilities of the segment | 614 141 | 333 325 | 323 602 | 1 271 068 | (178 609) | 1 092 459 |
| Capital expenditures | (44 242) | (9 142) | (21 957) | (75 341) | (99) | (75 440) |
| Interests in joint ventures | 2 894 | - | - | 2 894 | - | 2 894 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 5,701 thousand of which PLN 660 thousand is interest income) and financial expenses (PLN 6,105 thousand of which PLN 4.343 thousand is interest expense), depreciation/amortisation (PLN 61,646 thousand) and income tax liability (PLN -73,278 thousand).
— Segment assets do not include deferred taxes (PLN 5,196 thousand), as this item is managed at Group level and interests in joint ventures (PLN 2,894 thousand). Segment liabilities do not include deferred taxes (PLN 177,750 thousand) since this item is managed at the Group level.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of t he Group for the period of 3 months ended on 30 June 2022 and as at 31 December 2022.
| Total continuing |
||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | operations | |
| Revenues | ||||||
| Sales to external customers | 631 845 | 316 720 | 347 714 | 1 296 279 | - | 1 296 279 |
| Sales between segments | - | 469 | - | 469 | (469) | - |
| Total segment revenues | 631 845 | 317 189 | 347 714 | 1 296 748 | (469) | 1 296 279 |
| Result of the segment | ||||||
| EBITDA | 149 444 | 81 471 | 102 865 | 333 779 | (3 718) | 330 061 |
| Depreciation/amortisation | (17 095) | (2 614) | (12 251) | (31 960) | (44) | (32 004) |
| Profit/(loss) on operations | 132 349 | 78 857 | 90 614 | 301 819 | (3 762) | 298 057 |
| Interest income | 212 | 82 | - | 294 | 186 | 480 |
| Interest expense | (615) | (682) | (444) | (1 740) | (495) | (2 235) |
| FX gains and other financial income | 517 | 142 | 9 295 | 9 955 | (4 914) | 5 042 |
| FX losses and other financial expenses | (107) | (2 050) | - | (2 157) | 2 528 | 372 |
| Gross profit/(loss) | 132 356 | 76 350 | 99 466 | 308 171 | (6 456) | 301 715 |
| Assets of the segment | 1 322 090 | 498 448 | 1 357 924 | 3 178 462 | (75 131) | 3 103 331 |
| Liabilities of the segment | 614 141 | 333 325 | 323 602 | 1 271 068 | (178 609) | 1 092 459 |
| Capital expenditures | (19 621) | (6 627) | (8 592) | (34 839) | (99) | (34 938) |
| Interests in joint ventures | 2 894 | - | - | 2 894 | - | 2 894 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 5.521 thousand of which PLN 480 thousand is interest income) and financial expenses (PLN 1,863 thousand of which PLN 2.235 thousand is interest expense), depreciation/amortisation (PLN 32,004 thousand) and income tax liability (PLN -47,622 thousand).
— Segment assets do not include deferred taxes (PLN 5,196 thousand), as this item is managed at Group level and i nterests in joint ventures (PLN 2,894 thousand). Segment liabilities do not include deferred taxes (PLN 177,750 thousand) since this item is managed at the Group level.
The table below shows the Group's revenue from paper and pulp sales from external customers by country and region for the 6 months ended 30 June 2023 and 30 June 2022:
| Revenue from the sale of paper and pulp from external customers: |
6-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|---|---|---|
| Germany | 375 869 | 451 960 |
| France | 109 674 | 181 604 |
| UK | 165 295 | 193 257 |
| Scandinavia | 283 231 | 326 476 |
| Western Europe (other countries) | 268 573 | 393 738 |
| Poland | 213 012 | 294 719 |
| Central and Eastern Europe (other than Poland) | 243 664 | 350 841 |
| Outside Europe | 209 142 | 214 443 |
| Total revenue | 1 868 459 | 2 407 037 |
More information on revenues from paper and pulp sales is described in this Semi-annual report, under Management Report, Summary of Consolidated Financial Results.
Geopolitical situation in Europe caused by the war in Ukraine creates uncertainty for general economic situation. Sanctions imposed on Russia may result in limitation of demand for products offered by the Group and hence negatively influence Group's financial results.
The Arctic Paper Group does not sell graphic paper to Russia and Belarus. The total volume of trade with these countries did not exceed 1.8% of the Group's revenues in 2022. In 2023 total volume of trade with Ukraine hasn't exceeded 1% of the Group's revenues. The sources of raw materials and materials are properly diversified and we do not expect any disruptions in the production process. We believe that the war in Ukraine has no direct impact on the Group's operations, including the assumption of business continuation.
In H1 2023, the cost of sales amounted to PLN 1,457,474 thousand (in H1 2022: PLN 1,651,314 thousand and decreased by PLN 193,840 thousand (-12%) mainly due to fixed production costs, which did not fall in proportion to the decrease in revenues from product sales.
In H1 2023, the cost of sales amounted to PLN 174,262 thousand (in H1 2022: PLN 223,359 thousand) and decreased by PLN 49,097 thousand (-22%) mainly due to a decrease in transport costs, which fell in proportion to the decrease in revenues from product sales.
In H1 2023, general and administrative expenses amounted to PLN 63,005 thousand (in H1 2022: PLN 59,523 tho usand and increased by PLN 3,482 thousand +6%) mainly due to an increase in the cost of consultancy services provided to the Group.
In H1 2023, other operating income amounted to PLN 49,666 thousand (in H1 2022: PLN 43,359 thousand) and increased by PLN 6,307 thousand (+15%).
In H1 2023, other operating expenses amounted to PLN 28,424 thousand (in H1 2022: PLN 42,060 thousand) and decreased by PLN 13,636 thousand (+32%).
A major part of the other operating income and expenses includes revenues and costs of sales of sold energy and other materials. In addition, in H1 2023, lower costs related to research work in the part not compensated by the National Research and Development Centre contributed to the decrease in other operating expenses.
In H1 2023, financial income amounted to PLN 15,211 thousand (in H1 2022: PLN 5,701 thousand) and increased by PLN 9,510 thousand (+167%).
In H1 2023, financial expenses amounted to PLN 4,348 thousand (in H1 2022: PLN 6,105 thousand) and decreased by PLN 1,757 thousand (-29%).
The changes in financial income are mainly due to higher interest income from bank deposits and bank balances and positive exchange rate differences.
Income tax in H1 2023 amounted to PLN -27,269 thousand (in H1 2022, it amounted to PLN -73,278 thousand). The current portion of income tax in the analysed semi-annual period amounted to PLN -28,991 thousand (in H1 2022: PLN - 60,285 thousand while the deferred portion to PLN +1,772 thousand (in H1 2022: PLN -12,993 thousand).
For the purposes of the interim abbreviated consolidated cash flow statement, cash and cash equivalents include the following items:
| As at 30 June 2023 |
As at 31 December 2022 |
|
|---|---|---|
| (unaudited) | ||
| Cash in bank and on hand | 307 235 | 481 930 |
| Short-term deposits | - | - |
| Cash in transit | - | - |
| Cash and cash equivalents in the consolidated balance sheet | 307 235 | 481 930 |
| Cash and cash equivalents in the consolidated cash flow statement | 307 235 | 481 930 |
| 307 235 | 481 930 |
Dividend is paid based on the net profit disclosed in the standalone annual financial statements of Arctic Paper S.A. after covering losses carried forward from the previous years.
In accordance with provisions of the Code of Commercial Companies, the Parent Entity is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in t he standalone financial statements of the Parent Entity should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the Parent Entity. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the Parent Entity and cannot be distributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholders depends on the level of payments received from its subsidiaries. The risk associated with the Company's ability to disburse dividend was described in the part "Risk factors" of the annual report for 2022.
In connection with the term and revolving loan agreements signed on 2 April 2021, the Company's ability to pay dividends is subject to the Group meeting certain financial ratios in the period prior to payment (as that term is defined in the term and revolving credit facility agreement) and there being no event of default (as that term is defined in the term and revolving l oan agreement).
In 2022, the Company paid a total dividend of PLN 27,715,113.20, i.e. PLN 0.40 gross per share.
On 6 June 2023, the Annual General Meeting of the Company, after reviewing the Management Board's proposal on the payment of dividends, resolved to allocate part of the Company's net profit for the financial year 2022, in the amount of PLN 187,077,014.10, to the payment of dividends to the Company's shareholders. The gross dividend per share was PLN 2.70. The Company's Annual General Meeting determined 15 June 2023 as the ex -dividend date and 21 June 2023 as the dividend distribution date. The dividend was paid according to schedule.
Earnings/(loss) per share are established by dividing the net profit/(loss) for the reporting period attributable to the Comp any's ordinary shareholders by the weighted average number of ordinary shares outstanding in the reporting period.
Information regarding profit/(loss) and the number of shares which constituted the basis to calculate earnings/(loss) per sha re and diluted earnings/(loss) per share on continuing operations and overall operations is presented below:
| 3-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2023 (unaudited) |
3-month period ended on 30 June 2022 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|---|
| Net profit/(loss) from continuing operations attributable to the shareholders of the Parent Entity |
39 758 | 147 626 | 215 868 | 336 549 |
| Net profit/(loss) attributable to the shareholders of the Parent Entity |
39 758 | 147 626 | 215 868 | 336 549 |
| Number of ordinary shares – A series | 50 000 | 50 000 | 50 000 | 50 000 |
| Number of ordinary shares – B series | 44 253 500 | 44 253 500 | 44 253 500 | 44 253 500 |
| Number of ordinary shares – C series | 8 100 000 | 8 100 000 | 8 100 000 | 8 100 000 |
| Number of ordinary shares – E series | 3 000 000 | 3 000 000 | 3 000 000 | 3 000 000 |
| Number of ordinary shares – F series | 13 884 283 | 13 884 283 | 13 884 283 | 13 884 283 |
| Total number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Weighted average number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Profit/(loss) per share (in PLN) | ||||
| – basic earnings from the profit/(loss) for the period attributable to the shareholders of the Parent Entity |
0.57 | 2.13 | 3.12 | 4.86 |
| Diluted profit/(loss) per share (in PLN) | ||||
| – from the profit/(loss) for the period attributable to the shareholders of the Parent Entity |
0.57 | 2.13 | 3.12 | 4.86 |
The net value of tangible fixed assets as at 30 June 2023 was PLN 1,060,400 thousand, including assets of the right of use of PLN 27,182 thousand. The net value of tangible fixed assets as at 31 December 2022 was PLN 1,125,004 thousand, including assets of the right of use of PLN 29,684 thousand.
A comparison of movements in tangible fixed assets (excluding assets to be used) for the first 6 months of 2023 with the corresponding period of 2022 is as follows: the value of tangible fixed assets acquired in the perio d under review amounted to PLN 69,021 thousand. (for the period of 6 months ended on 30 June 2022 it was PLN 68,637 thousand). The net value of sold or liquidated tangible fixed assets for the period of 6 months ended on 30 June 2023 was PLN 526 thousand ( for the period of 6 months ended on 30 June 2022 it was PLN 115 thousand). Amortisation allowances for the period of 6 months ended on 30 June 2023 amounted to PLN 54,532 thousand (for the period of 6 months ended on 30 June 2022 it was PLN 55,450 thousand). The Group did not recognise or release any impairment allowance on tangible fixed assets in the 6 months of 2023 or in the equivalent period of the previous year. FX differences amounted to PLN -76,065 thousand for the period of 6 months ended on 30 June 2023 (for the period of 6 months ended on 30 June 2022 they amounted to PLN - 18,521 thousand).
A comparison of movements in assets in use for the first 6 months of 2023 with the corresponding period of 2022 is as follows: increases for the 6 months ended 30 June 2023 amounted to PLN 4,186 thousand (for the 6 months ended 30 June 2022 amounted to PLN 2,433 thousand), The depreciation allowance for the 6 months ended 30 June 2023 amounted to PLN 4,866 thousand. (for the period of 6 months ended on 30 June 2022 it was PLN 5,125 thousand), decreases for the 6 months ended 30 June 2023 amounted to PLN 512 thousand (for the 6 months ended 30 June 2022 amounted to PLN 30 thousand), FX differences for the six-month period ended 30 June 2023 amounted to PLN -1,734 thousand (for the six-month period ended 30 June 2022 amounted to PLN -436 thousand).
The net value of intangible assets as at 30 June 2023 was PLN 50,080 thousand, (31 December 2022: PLN 63,899 thousand). The value of intangible assets acquired in the period under report was PLN 8,573 thousand (for the period of 6 months ended on 30 June 2022 it was PLN 12,816 thousand). The net value of sold or liquidated intangible assets for the period of 6 months ended on 30 June 2023 was PLN 18,202 thousand (for the period of 6 months ended on 30 June 2022 it was PLN 10,038 thousand). Amortisation allowances for the period of 6 months ended on 30 June 2023 amounted to PLN 108 thousand (for the period of 6 months ended on 30 June 2022 it was PLN 1,071 thousan d). Impairment of assets for the period of 6 months ended on 30 June 2023 was PLN 0 thousand (for the period of 6 months ended on 30 June 2022 it was PLN 0 thousand). FX gains/losses for the period of 6 months ended on 30 June 2023 amounted to PLN -4,082 thousand (for the period of 6 months ended on 30 June 2022 it was PLN -1.069 thousand).
The increased acquisitions and decreases for intangible assets in H1 2023 and 2022 are the result of the purchase and redemption of CO2 emission rights by Arctic Paper Kostrzyn.
The goodwill as at 30 June 2023 amounted to PLN 7,913 thousand (31 December 2022: PLN 8,847 thousand). The change in its value in H1 2023 was affected only by FX differences of PLN -934 thousand (H1 2022: PLN -238 thousand).
Revenues from disposal of tangible fixed assets and intangible assets in H1 2023 amounted to PLN 213 thousand (in H1 2022: PLN 0 thousand)
As at 30 June 2023, there were no indications of impairment testing at Arctic Paper Kostrzyn, Munkedals, Grycksbo (directly and solely controlled by Arctic Paper Investment AB, in which parent company has 100% shares) and Rottneros for tangible fixed assets or intangible assets.
As at 31 December 2022 and in earlier periods, impairment tests were carried out at Arctic Paper Grycksbo in respect of tangible fixed assets and intangible assets.
The test as at 31 December 2022 did not result in a change in impairment allowances in respect of tangible fixed assets and intangible assets at Arctic Paper Grycksbo.
The total cumulated impairment allowance to Arctic Paper Grycksbo as at 30 June 2023 was PLN 238,945 thousand (31 December 2022: PLN 267,164 thousand). The difference in the impairment allowance was due to the measurement of the impairment allowance from previous years denominated in SEK to the presentation currency – PLN.
Investment value is calculated based on historical cost decreased by impairment.
| As at 30 June 2023 (unaudited) |
As at 31 December 2022 |
|
|---|---|---|
| Hedging instruments | 125 905 | 309 406 |
| Derivative instruments measured at fair value through profit and loss | 33 158 | 72 782 |
| Investments in equity instruments | 3 462 | 3 370 |
| Settlement of realised forward contracts | 6 987 | 37 641 |
| Receivables from pension fund | 20 724 | 22 829 |
| Total | 190 236 | 446,028 |
| – short-term | 84 584 | 283 411 |
| – long-term | 105 652 | 162 617 |
The decrease in other financial assets was mainly due to a decrease in the positive valuation of derivatives, mainly energy forwards.
| As at 30 June 2023 |
As at 31 December 2022 |
|
|---|---|---|
| (unaudited) | ||
| Materials (at purchase prices) | 223 731 | 258 076 |
| Production in progress (at manufacturing costs) | 9 833 | 9 170 |
| Finished products, of which: | ||
| At purchase price / manufacturing costs | 264 107 | 333 922 |
| At net realisable price | 31 274 | - |
| Advance payments for deliveries | 116 | 37 |
| Total inventories, at the lower of: | ||
| purchase price / manufacturing costs or net realisable price | 529 062 | 601 205 |
| Impairment allowance to inventories | 18 467 | 9 703 |
| Total inventories before impairment allowance | 547 529 | 610 909 |
The decrease in inventories at 30 June 2023 compared to the end of the previous year was mainly due to lower paper and pulp production volumes.
The increase in inventory impairment allowances during H1 2023 was mainly due to additional allowances on finished goods due to their valuation to the net realisable selling price.
| As at 30 June 2023 |
As at 31 December 2022 |
|
|---|---|---|
| (unaudited) | ||
| Trade receivables | 376 448 | 457 032 |
| VAT receivables | 20 384 | 38 442 |
| Other third party receivables | 6 832 | 5 201 |
| Other receivables from related entities | - | 2 716 |
| - | ||
| Total (net) receivables | 403 664 | 503 391 |
| Impairment allowances to receivables | 3 871 | 5 482 |
| Gross receivables | 407 535 | 508 873 |
The decrease in trade receivables compared to the end of the previous year was primarily due to a decrease in sales.
All the trade receivables specified above are receivables under contracts with customers and they do not contain any material financing element.
Trade receivables do not earn interest and have customary payment terms of 30 to 90 days.
The Group has an appropriate policy of selling solely to verified customers. Therefore, in the opinion of the management, there is no additional credit risk in excess of the level identified with the impairment allowance to uncollectible receivabl es characteristic for the Group's trade receivables.
The impairment allowance fully refers to receivables under contracts with customers. The decrease in the allowance for receivables was mainly due to its utilisation and release in H1 2023.
Below is an analysis of trade receivables that as at 30 June 2023 and 31 December 2022 wer e overdue but not treated as uncollectible:
| Total | Not overdue | Overdue but collectible | |||||
|---|---|---|---|---|---|---|---|
| < 30 days | 30-60 days | 60-90 days | 90-120 days | >120 days | |||
| As at 30 June 2023 | 376 448 | 349 140 | 20 609 | 4 722 | 64 | 15 | 1 898 |
| As at 31 December 2022 | 457 032 | 399 413 | 52 226 | 2 401 | 172 | 248 | 2 573 |
Receivables over 120 days in the prospective assessment of the Company's management qualify as collectible and therefore no impairment was recognised.
The maturities of other receivables from third parties do not exceed 360 days.
The Group presents discounts netted out with receivables. The reason for such presentation is settling trade receivables of particular customers by offsetting. Total value of discounts granted by Group's companies in 2023 hasn't exceeded MPLN 24.
During the period covered by this report, the Group made a partial repayment of the term loan under the loan agreement concluded on 2 April 2021 with a syndicate of banks in the amount of PLN 14,780 thousand and it also made a partial repayment of a loan from Nordea Bank for PLN 2,453 thousand and at Danske Bank for PLN 817 thousand.
The other changes to loans, borrowings and bonds as at 30 June 2023, compared to 31 December 2022 result mainly from balance sheet evaluation and payment of interest accrued as at 31 December 2022 and paid in H1 2023.
The Group presents amounts of trade receivables and discounts netted. The reason for that is offsetting settlements of particular customers' regarding discounts and receivables. The total amount of discounts of Group's companies hasn't exceeded 24 m. PLN in 2023.
In the period covered by this report, the Group made a partial repayment of the term loan under the loan agreement concluded on 2 April 2021 with a syndicate of banks in the amount of PLN 14,780 thousand and made a partial repayment of the loan with Nordea Bank in the amount of PLN 2,453 thousand and with Danske Bank in the amount of PLN 817 thousand.
The other changes to loans, borrowings and bonds as at 30 June 2023, compared to 31 December 2022 result mainly from balance sheet evaluation and payment of interest accrued as at 31 December 2022 and paid in H1 2023.
| As at 30 June 2023 |
As at 31 December 2022 |
|
|---|---|---|
| (unaudited) | - | |
| Provision for pensions and similar benefits | 45 379 | 47 286 |
| Payable to employees as salaries | 4 322 | 13 701 |
| Personal Income Tax | 5 025 | 6 147 |
| Tax on repaid provision for pensions and similar benefits | - | 13 908 |
| Social benefit liabilities | 16 995 | 17 010 |
| Unused leave | 43 919 | 42 690 |
| Bonuses | 15 962 | 34 050 |
| Other employee liabilities | 12 833 | 1 921 |
| TOTAL | 144 436 | 176 712 |
| – short-term | 102 947 | 133 165 |
| – long-term | 41 489 | 43 547 |
As at 30 June 2023, there were no changes in share capital compared to 31 December 2022.
The Group uses the following financial instruments: cash on hand and in bank accounts, loans, receivables, payables, including leases, and interest SWAP contracts, forward contracts for the purchase of electricity and forward contracts for the sale of pulp.
At 30 June 2023, the Company held the following financial instruments: cash on hand and in bank accounts, loans, receivables, payables, including leases, and interest SWAP contracts, forward power purchase contracts and forward pulp sale contracts.
The table below presents the selected financial instruments held by the Group by carrying amount and split into individual assets and liabilities.
| Carrying amount | |||||
|---|---|---|---|---|---|
| Category in compliance with IFRS 9 |
As at 30 June 2023 |
As at 31 December 2022 |
|||
| Financial assets | |||||
| Hedging instruments* | IRZ | 125 905 | 309 406 | ||
| Financial liabilities | |||||
| Loans | WwZK | 145 681 | 174 553 | ||
| Hedging instruments* | IRZ | - | - |
* derivative hedging instruments meeting the requirements of hedge accounting
Abbreviations used:
WwZK – Financial assets/liabilities measured at amortised cost
IRZ – hedge accounting instruments
The fair value of the loans amounted to PLN 148,659 thousand (carrying amount PLN 145,681 thousand) as at 30 June 2023. The fair value of the loans amounted to PLN 181,237 thousand (carrying amount PLN 174,553 thousand) as at 31 December 2022.
Hedging instruments are presented in the statement of financial position under Other financial assets and Other financial liabilities, respectively.
As at 30 June 2023 and 31 December 2022, for the following financial assets and financial liabilities, the fair value does not differ significantly from their carrying amount:
More information on the fair value of financial instruments is provided in the Annual Consolidated Report for 2022, note 36.
As at 30 June 2023 and 31 December 2022, financial instruments accord ing to the valuation hierarchy qualify as Level 3 except for derivatives (Level 2).
As at 30 June 2023, the Capital Group reported:
Arctic Paper S.A. and its subsidiaries are not a party to any legal cases filed in court against them.
Regulations related to VAT, corporate income tax and charges related to social insurance are subject to frequent modifications. Those frequent modifications result in unavailability of appropriate points of reference, inconsistent interpretations and few precedents that could apply. Additionally, the applicable regulations contain also certain ambiguitie s that result in differences of opinion as to legal interpretations of tax regulatio ns – among public authorities and between public authorities and enterprises.
Tax settlements and other areas of operations (for instance customs or FX issues) may be inspected by the authorities that are entitled to impose high penalties and fines as wel l additional tax liabilities resulting from inspections that have to be paid along with high interest.
As a result, tax risk in Poland is higher than in countries with more mature tax systems.
Tax settlements may be subject to inspections for five years from the end of the year in which the tax was paid. As a result of inspections, the tax liability of the Group may be increased by additional tax liability. In the opinion of the Group, the re is no need to establish additional provisions for any identified and quantifiable tax risk as at 30 June 2023.
On 15 July 2016, the Tax Code was amended to incorporate the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the development and use of artificial legal structures to avoid tax payments in Poland. GAAR defines tax avoidance as an activity pursued primarily to accomplish tax benefits that under the circumstances would be contradictory to the subject and purpose of the tax regulations. In accordance with GAAR, such activity would not generate tax benefits if the mode of operation was artificial. Any occurrence of (i) unjustified split to operations, (ii) involvement of intermediaries despite no economic justification, (iii) mutually exclusive of compensating elements, and (iv) other similar activities, may be treated as a premise to the existence of artificial activities subject to GAAR. The new regulations require more accurate judgements in the assessment of tax effects of each transaction.
Future contractual commitments to purchase tangible fixed assets concluded until 30 June 2023 and not required to be recognised in the consolidated statement of financial position at that date amounted to PLN 137,226 thousand.
The related entities to the Arctic Paper S.A. Group are as follows:
Transactions with related entities are carried out at arm's length.
The table below presents the total amount of transactions concluded with related entities within the 6 -month period ended on 30 June 2023 and as at 30 June 2023:
Data for the period from 01 January 2023 to 30 June 2023 and as at 30 June 2023
| Related Entity | Sales to related entities |
Purchases from related parties/remuneration |
Interest – financial income |
Interest – financial expense |
Receivables from related entities |
Loan receivables |
Liabilities to related entities |
|---|---|---|---|---|---|---|---|
| Nemus Holding AB | 209 | 31 | - | - | - | - | 6 |
| Thomas Onstad | - | - | - | - | - | - | - |
| Munkedals Skog | - | 142 | - | - | - | - | - |
| Key management personnel | - | 633 | - | - | - | - | - |
| Total | 209 | 806 | - | - | - | - | 6 |
The table below presents the total amount of transactions concluded with related entities within the 6-month period ended on 30 June 2022 and as at 31 December 2022:
Data for the period from 1 January 2022 to 30 June 2022 and as at 31 December 2022
| Related Entity | Sales to related entities |
Purchases from related parties/remuneration |
Interest – financial income |
Interest – financial expense |
Receivables from related entities |
Loan receivables |
Liabilities to related entities |
|---|---|---|---|---|---|---|---|
| Nemus Holding AB | 222 | 31 | - | - | 2 716 | - | 7 |
| Thomas Onstad | - | - | - | - | - | - | - |
| Munkedals Skog | - | 47 | - | - | - | - | - |
| Key management personnel | - | 1 329 | - | - | - | - | 49 |
| Total | 222 | 1 407 | - | - | 2 716 | - | 56 |
After 30 June 2023, until the date hereof there were no other material events requiring disclosure in this report with the exception of those events that were disclosed in this report in paragraphs above.
| Position First and last name |
Date | Signature | ||
|---|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 10 August 2023 | signed with a qualified electronic signature |
|
| Member of the Management Board Chief Financial Officer |
Katarzyna Wojtkowiak | 10 August 2023 | signed with a qualified electronic signature |
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 62
Interim abbreviated standalone financial statements
for the period of 6 months ended on 30 June 2023 along with an independent auditor's opinion
from the review
Additional notes to the interim abbreviated standalone financial statements provided on pages 68 to 82 constitute an integral part hereof
| Note | 3-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2023 (unaudited) |
3-month period ended on 30 June 2022 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|---|---|
| Continuing operations | |||||
| Sales of services | 3 514 | 7 124 | 3 052 | 6 071 | |
| Interest on loans | 11.1 | 635 | 1 185 | 560 | 1 141 |
| Dividend income | 14 | 177 662 | 179 235 | 57 058 | 57 058 |
| Sales revenues | 181 811 | 187 544 | 60 669 | 64 270 | |
| Interest expense to related entities and costs of sales of | |||||
| logistics services | (2 063) | (4 853) | (2 076) | (4 184) | |
| Profit/(loss) on sales | 179 748 | 182 691 | 58 593 | 60 086 | |
| Other operating income | 47 | 47 | 41 | 53 | |
| Administrative expenses | 11.2 | (4 998) | (6 351) | (5 221) | (7 838) |
| Impairment allowances to assets | |||||
| 11.4 | (818) | (1 289) | 117 014 | 117 014 | |
| Other operating expenses | 11.2 | 1 640 | (26) | 17 | (46) |
| Profit/(loss) on operations | 175 618 | 175 072 | 170 445 | 169 269 | |
| Financial income | 854 | 2 870 | 1 140 | 1 733 | |
| Financial expenses | (2 072) | (4 405) | (3 645) | (5 811) | |
| Gross profit/(loss) | 174 400 | 173 537 | 167 940 | 165 191 | |
| Income tax | 1 817 | 1 968 | 738 | 1 291` | |
| Net profit/(loss) for the financial year | 176 218 | 175 505 | 168 678 | 166 482 | |
| Earnings per share: | |||||
| – basic earnings from the profit (loss) for the period | 2,54 | 2,53 | 2,43 | 2,40 | |
| – basic earnings from the profit (loss) from continuing operations for | |||||
| the period | 2,54 | 2,53 | 2,43 | 2,40 |
| Note | 3-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2023 (unaudited) |
3-month period ended on 30 June 2022 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|---|---|---|
| Net profit/(loss) for the reporting period | 174 547 | 175 505 | 168 678 | 166 482 | |
| Items that have been reclassified to the result in the current reporting period: |
|||||
| Measurement of financial instruments | - | - | - | - | |
| Items to be reclassified to profit/(loss) in future reporting periods: |
|||||
| Measurement of financial instruments | (2 496) | (3 808) | 3 244 | 6 284 | |
| Deferred income tax on the measurement of financial instruments |
2,574 | 1 450 | 1 450 | (1 685) | (1 685) |
| FX differences on translation of foreign operations | 883 | 1 023 | 338 | 292 | |
| Other comprehensive income (net) | (162) | (1 335) | 1 897 | 4 891 | |
| Total comprehensive income | 174 385 | 174 170 | 170 575 | 171 373 |
| Note | As at 30 June 2023 (unaudited) |
As at 31 December 2022 |
|
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Tangible fixed assets | 883 | 451 | |
| Intangible assets | 1 339 | 1 346 | |
| Shares in subsidiaries | 859 680 | 854 898 | |
| Other financial assets | 26 168 | 35 514 | |
| Other non-financial assets | 1 865 | 1 865 | |
| 889 935 | 894 074 | ||
| Current assets | |||
| Trade and other receivables | 14 448 | 17 566 | |
| Income tax receivables | 5 508 | 1 430 | |
| Other financial assets | 12 965 | 12 728 | |
| Other non-financial assets | 8 653 | 5 817 | |
| Cash and cash equivalents | 88 902 | 213 272 | |
| 130 476 | 250 814 | ||
| TOTAL ASSETS | 1 020 411 | 1 144 888 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 69 288 | 69 288 | |
| Reserve capital | 463 331 | 427 502 | |
| Other reserves | 104 367 | 106 725 | |
| FX differences on translation | 2 486 | 1 463 | |
| Retained earnings/Accumulated losses | 124 592 | 171 993 | |
| Total equity | 764 063 | 776 969 | |
| Long-term liabilities |
|||
| Interest-bearing loans, loans and bonds | 56 813 | 73 022 | |
| Deferred income tax liability | 1 450 | 2 003 | |
| Other long-term liabilities | - | 10 | |
| 58 263 | 75 035 | ||
| Short-term provisions | - | - | |
| Interest-bearing loans, loans and bonds | 170 511 | 263 752 | |
| Trade payables | 21 309 | 19 175 | |
| Other financial liabilities | 27 | 49 | |
| Other short-term liabilities | 5 046 | 1 383 | |
| Rezerwy krótktoterminowe | 1 194 | 6 895 | |
| Income tax liability | - | 1 630 | |
| 198 087 | 292 884 | ||
| TOTAL | |||
| LIABILITIES | 256 349 | 367 919 | |
| TOTAL EQUITY AND LIABILITIES | 1 020 411 | 1 144 888 |
| Note | 6-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|---|---|---|
| Cash flows from operating activities | ||
| Gross profit/(loss) | 173 537 | 165 191 |
| Adjustments for: | ||
| Depreciation/amortisation | 138 | 296 |
| FX gains / (loss) | (2 377) | (696) |
| Impairment of assets | - | (117 014) |
| Net interest | 3 921 | 597 |
| Profit / loss from investing activities | (564) | (40) |
| Increase/decrease in receivables and other non-financial assets | (959) | (10 758) |
| Increase / decrease in liabilities except for loans and borrowings | (2 087) | 5 057 |
| Change in accruals and prepayments | (2 836) | 9 316 |
| Change in provisions | - | (14) |
| Podatek dochodowy zapłacony | (798) | - |
| Change to liabilities due to cash-pooling | (91 505) | 32 721 |
| Increase/decrease of loans granted to subsidiaries | 6 506 | 2 926 |
| Other | 582 | 662 |
| Net cash flows from operating activities | 83 558 | 88 243 |
| Cash flows from investing activities | ||
| Increased interest in subsidiary entity | (4 782) | (50) |
| Net cash flows from investing activities | (4 782) | (50) |
| Cash flows from financing activities | ||
| Repayment of leasing liabilities | (32) | (133) |
| Dividends paid | (187 077) | - |
| Dividends received | 2 129 | - |
| Repayment of loan liabilities | (14 747) | (33 329) |
| Interest paid | (3 419) | (253) |
| Net cash flows from financing activities | 203 147 | (33 715) |
| Change in cash and cash equivalents | (124 370) | 54 478 |
| Cash and cash equivalents at the beginning of the period | 213 272 | 14 966 |
| 13 Cash and cash equivalents at the end of the period |
88 902 | 69 445 |
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 67 Interim abbreviated standalone financial statements
| Attributable to the shareholders of the Parent Entity | ||||||
|---|---|---|---|---|---|---|
| Share capital | Reserve capital | FX differences on translation of foreign operations |
Other reserves | Retained earnings/Accumulated losses |
Total equity | |
| As at 01 January 2023 | 69 288 | 427 502 | 1 463 | 106 725 | 171 993 | 776 969 |
| Net profit for the period | - | - | - | - | 175 505 | 175 505 |
| Other comprehensive income (net) for the period | - | - | 1 023 | (2 358) | - | (1 335) |
| Total comprehensive income for the period Dividend distribution |
- - |
- 35 829 |
1 023 - |
(2 358) - |
175 505 (222 906) |
174 170 (187 077) |
| As at 30 June 2023 (unaudited) | 69 288 | 463 331 | 2 486 | 104 367 | 124 592 | 764 063 |
| Share capital | Reserve capital | FX differences on translation of foreign operations |
Other reserves | Retained earnings/Accumulated losses |
Total equity |
|---|---|---|---|---|---|
| 69 288 | 427 502 | 756 | 124 500 | (44 986) | 577 059 |
| - | - | - | - | 166 482 | 166 482 |
| - | - | 292 | 4 599 | - | 4 891 |
| - | - | 292 | 4 599 | 166 482 | 171 373 (27 715) |
| 720 718 | |||||
| - 69 288 |
- 427 502 |
- 1 048 |
(5 928) 123 171 |
(21 787) 99 709 |
Additional notes to the interim abbreviated standalone financial statements provided on pages 68 to 82 constitute an integral part hereof
Arctic Paper S.A. ("Company", "Entity") is a joint stock company established with Notary deed on 30 April 2008 with its stock publicly listed.
The Company's registered office is located in Kostrzyn, at ul. Fabryczna 1. The Company also has a foreign branc h in Göteborg, Sweden.
The Company is entered in the National Court Register maintained by the District Court in Zielona Góra – 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Company holds statistical number REGON 080262255.
The duration of the Company is indefinite.
Nemus Holding AB is the direct Parent Entity to the Company. The ultimate parent of the entire Arctic Paper Group is Incarta Development S.A., which is controlled by Mr Thomas Onstad.
Holding operations is the core business of the Company.
The interim abbreviated standalone financial statements of the Company with respect to the interim abbreviated standalone profit and loss account, statement of comprehensive income, cash flow statement and statement o f changes to equity, cover the period of 6 months ended on 30 June 2023 and contain comparable data for the period of 6 months ended on 30 June 2022; and in the interim abbreviated standalone statement of financial condition, it presents data as at 30 June 2023 and as at 31 December 2022.
The interim abbreviated unconsolidated statement of comprehensive income, the interim abbreviated unconsolidated statement of profit and loss include data for the three months ended 30 June 2023 and comparative data for t he three months ended 30 June 2022.
These interim abbreviated standalone financial statements have been prepared in compliance with International Accounting Standard No. 34.
These interim abbreviated standalone financial statements have been presented in Polish zloty ("PLN") and all values are rounded to the nearest thousand (PLN '000) except as stated otherwise.
These interim abbreviated standalone financial statements have been prepared based on the assumption that the Company will continue as a going concern in the foreseeable future.
The interim abbreviated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual financial statements for the year ended on 31 December 2022.
The Company made its interim abbreviated consolidated financial statements for the six -month period ended on 30 June 2023 which were approved for publication by the Management Board on 10 August 2 023.
On 9 May 2023, Mr Göran Eklund resigned as a Member of the Company's Management Board and Chief Financial Officer of the Company with effect from 29 May 2023.
The Supervisory Board, by resolution of 9 May 2023, appointed Ms Katarzyna Wojtkowiak as a member of the Company's Management Board with effect from 29 May 2023. Ms Katarzyna Wojtkowiak also holds the position of Chief Financial Officer of the Company.
The Supervisory Board, in connection with the expiry of the Management Board's term of office on 29 May 2023, by resolution of 9 May 2023 appointed the Management Board for a new three-year term of office as of 29 May 2023 with the following composition:
The Supervisory Board, by resolution of 9 August 2023, appointed Mr Fabian Langenskiöld as a member of the Company's Management Board with effect from 14 August 2023. Mr Fabian Langenskiöld also holds the position of Sales and marketing Director of the Company.
Until the publication hereof, there were no changes to the composition of the Man agement Board of the Company.
As at 30 June 2023, the Company's Supervisory Board was composed of:
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Company.
On 10 August 2023, these interim abbreviated standalone financial statements of the Company for the 6 -month period ended on 30 June 2023 were approved for publication by the Management Board.
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 70 Interim abbreviated standalone financial statements
The Company holds interests in the following subsidiary companies:
| Unit | Registered office | Business activity | Company's interest in the equity of the subsidiary entities |
||
|---|---|---|---|---|---|
| 10 August 2023 |
30 June 2023 |
31 December 2022 |
|||
| Arctic Paper Kostrzyn S.A. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% |
| Arctic Paper Munkedals AB | Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% |
| Arctic Paper Investment AB | Sweden, Box 383, 401 26 Göteborg |
Holding activities | 100% | 100% | 100% |
| Arctic Paper UK Limited | United Kingdom, 8 St Thomas Street SE1 9RR London |
Trading company | 100% | 100% | 100% |
| Arctic Paper Baltic States SIA | Latvia, K. Valdemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% |
| Arctic Paper Deutschland GmbH | Germany, Am Sandtorkai 72, 20457 Hamburg |
Trading company | 100% | 100% | 100% |
| Arctic Paper Benelux S.A. | Belgium, Ophemstraat 24, B-3050 Oud-Heverlee |
Trading company | 100% | 100% | 100% |
| Arctic Paper Schweiz AG | Switzerland, Gutenbergstrasse 1, CH-4552 Derendingen |
Trading company | 100% | 100% | 100% |
| Arctic Paper Italia srl | Italy, Via Cavriana 7, 20 134 Milan |
Trading company | 100% | 100% | 100% |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472- 474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% |
| Arctic Paper Papierhandels GmbH |
Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% |
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warszawa |
Trading company | 100% | 100% | 100% |
| Arctic Paper Norge AS | Norway, Eikenga 11-15, NO 0579 Oslo |
Trading company | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% |
| Arctic Paper East Sp. z o.o. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Trading company | 100% | 100% | 100% |
| Arctic Paper Investment GmbH | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Holding activities | 99,8% | 99,8% | 99,8% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg |
Activities of holding companies |
100,0% | 100,0% | 100,0% |
| Kostrzyn Packaging Spółka z o.o. |
Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Production of packaging |
100,0% | 100,0% | 100,0% |
| Rottneros AB | Sweden, 826 79 Vallvik | Activities of holding companies |
51,27% | 51,27% | 51,27% |
In May 2022, Kostrzyn Packaging Sp. z o.o. was established, which will ultimately own the moulded cellulose fibre packaging plant.
As at 30 June 2023 and as at 31 December 2022, the share in the overall number of votes held by the Company in its subsidiary entities was equal to the share of the Company in the share capital of those entities.
The accounting policies applied in the preparation of the interim abbreviated financial statements are consistent with those applied in the preparation of the Company's annual financial statements for the year ended 31 December 2022, except as set out below.
The amendments to IFRS listed below were applied to these financial statements when they became effective; however, they have no material impact on the presented and disclosed financial information and did not apply to any transactions concluded by the Company:
— Amendments to IFRS 3 Business Combinations, IAS 16 Tangible Fixed Assets, IAS 37 Provisions, Contingent Liabilities and Contingent Assets and Amendments to International Financial Reporting Standards 2018 -2020 (all issued 14 May 2020) are effective for annual periods beginning on or after 1 January 2022, earlier application is permitted.
The amendment package contains three changes of narrow scope to the standards:
.
The package also includes Amendments to International Financial Reporting Standards 2018 -2020 which clarify the vocabulary used and correct minor inconsistencies, omissions or contradictions between the standards' requirements in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agricult ure and examples in IFRS 16 Leases;
The Company has not earlier adopted any other standard, interpretation or amendment that was issued but is not yet effective.
The following standards and interpretations were issued by the International Accounting Standards Board but are not yet effective:
— IFRS 17 Insurance Contracts (issued 18 May 2017); including Amendments to IFRS 17 (issued 25 June 2020) effective for annual periods beginning on or after 1 January 2023, prospective application, early application permitted);
IFRS 17 that replaces temporary standard IFRS 4 Insurance Contracts that was implemented in 2004. IFRS 4 provided companies with a possibility to continue disclosing insurance contracts pursuant to the accounting principles applicable in national standards, which, as a result, meant application of different solutions.
IFRS 17 solves the issue of comparability created by IFRS 4 through a requirement of coherent disclosure of all insurance contracts, which will be beneficial for both investors and insurers. Liabilities arising from contracts will be recognised at present values, instead of historic cost.
— Amendments to IFRS 17 Insurance Contracts: First-time adoption of IFRS 17 and IFRS 9 – comparative figures (issued 9 December 2021). Effective for annual periods beginning on or after 1 January 2023)
The amendment introduces a new option to apply IFRS 17 for the first time in order to reduce operational complexity and accounting mismatches in comparative figures between insurance contract liabilities and related financial assets at the time of first-time application of IFRS 17. The amendment allows comparative figures for financial asse ts to be presented more consistently with IFRS 9 Financial Instruments.
— Amendments to IAS 1 Presentation of Financial Statements and IFRSs -Practical Position 2: Accounting policy disclosures (issued 12 February 2021); Effective for annual periods beginning on or after 1 January 2023, earlier application permitted.
The amendments to IAS 1 clarify the disclosure of significant accounting policies in an entity's financial statements. Under the amendments, an entity should only disclose significant accounting policies in the financial statements instead of significant accounting policies.
— Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of estimated values (issued 12 February 2021) – effective for annual periods beginning on or after 1 January 2023, earlier application permitted;
The amendments introduce a definition of estimates as monetary amounts recognised in the financial statements that are subject to measurement uncertainty and clarify the link between accounting policies and estimates, indicating that an entity develops estimates to meet the objectives set out in accounting policies.
The amendments narrow the scope of applicability of the deferred tax recognition exclusion and indicate that such exclusion cannot be applied to transactions where an entity recognises both an asset and a liability that result in the simultaneous recognition of offsetting taxable temporary differences and deductible temporary differences. Consequently, the entity should recognise both a deferred tax asset and deferred tax liability for the temporary differences arising from the initial recognition of leases and asset liquidation obligations.
In May 2023, the Board published amendments to IAS 12 'Income Taxes' in response to the Pillar Two global minimum income tax regulations issued by the Organisation for Economic Co -operation and Development (OECD) in connection with international tax reform. The amendment to IAS 12 provides a temporary exemption from the requirement to recognise deferred income tax arising from enacted tax law that implements the Pillar II model rules. Companies can apply the guidance of the revised IAS 12 standard immediately, whi le certain disclosures are required for annual periods beginning on or after 1 January 2023. As at the date of these (consolidated) financial statements, the modification has not been approved by the European Union.
The above changes are not expected to have material impact on the Company's financial statements.
Published standards and interpretations awaiting for UE approval as at 10 August 2023
In September 2022. The Board amended IFRS 16 "Leases" by supplementing the requirements for the subsequent measurement of the lease obligation for sale and leaseback transactions, where the criteria of IFRS 15 are met and the transaction should be accounted for as a sale.
The change requires the seller-lessee to subsequently measure the lease liabilities resulting from the leaseback in such a way as not to recognize a gain or loss related to the retained right of use. The new requirement is particularly re levant where sale-leasebacks include variable lease payments that do not depend on an index or rate, as these payments are excluded from "lease payments" under IFRS 16. The revised standard includes a new example that illustrates the application of the new requirement in this respect. The amendment is effective from 1 January 2024. At the date of these consolidated financial statements, the amendment has not yet been approved by the European Union.
In 2020, the Council published amendments to IAS 1, which clarify the presentation of liabilities as long -term and shortterm. In October 2022, the Council issued further amendments to the IAS 1 standard, which address the issue of classifying liabilities as long-term and short-term, in relation to which the entity is obliged to meet certain contractual requirements, the so-called covenants. The amended IAS 1 provides that liabilities are classified as short-term or longterm depending on the rights existing at the end of the reporting period. Neither the entity's expectations nor events after the reporting date (for example, waiver or breach of covenant) affect the classification.
The published amendments are effective for financial statements for periods beginning on or after 1 January 2024.
At the date of these consolidated financial statements, these amendments have not yet been approved by the European Union.
In May 2023, the Board published amendments to IAS 7 "Statement of cash flows" and IFRS 7 "Financial instruments: disclosures. The amendments to the standards introduce disclosure requirem ents for supplier finance arrangements. The amendments require specific disclosures about the entity's financial contracts with suppliers to enable readers of the financial statements to assess the impact of those contracts on the entity's liabilities and cash flows and the entity's exposure to liquidity risk. These amendments are intended to increase the transparency of disclosures about arrangements made with suppliers. The amendments do not affect the recognition and measurement principles, only the disclosure requirements. The new disclosure obligations will be effective for annual reporting periods beginning on or after 1 January 2024.
As at date the of these financial statements, the modifications have not been approved by the European Union.
— IFRS 14 "Regulatory accruals"
This standard allows entities that prepare their financial statements in accordance with IFRS for the first time (on or after 1 January 2016) to recognise amounts arising from price-regulated activities in accordance with existing accounting policies. To improve comparability, with entities that already apply IFRS and do not report such amounts, under published IFRS 14, amounts arising from regulated price activities should be presented as a separate line item in both the statement of financial position and the income statement and statement of other comprehensive income.
By a decision of the European Union, IFRS 14 will not be endorsed.
— Amendments to IFRS 10 and IAS 28 on the sale or contribution of assets between an investor and its associates or joint ventures
The amendments resolve the current inconsistency between IFRS 10 and IAS 28. The accounting treatment depends on whether the non-monetary assets sold or contributed to the associate or joint venture constitute a "business".
Where non-monetary assets constitute a "business", the investor shows a full profit or loss on the transaction. If, on the other hand, the assets do not meet the definition of a business, the investor only recognises a gain or loss to the extent of the portion representing the interests of other investors.
The amendments were published on 11 September 2014. At the date of these consolidated financial statements, approval of this amendment is deferred by the European Union.
The above changes are not expected to have material impact on the Company's financial statements.
The Company's activities, particularly with regard to dividends from associated companies, are seasonal in nature, with the majority of dividends being paid in the second and third quarters of the calendar year. For this reason, the Company's reported results show significant fluctuations during these periods of the year.
Arctic Paper S.A. is a holding company, providing services mostly to the Group companies. The Company operates in one segment, the results are assessed by the Management Board on the basis of financial statements.
The table below presents revenues from the sale of services, interest income on loans and dividend income for the 6 -month period ended on 30 June 2023 and as at 30 June 2022 in geographical presentation.
The geographical split of revenues relies on the location of registered offices of the subsidiary companies of Arctic Paper S.A.
Continuing operations
| 6-month period ended on 30 June 2023 (unaudited) |
6-month period ended on 30 June 2022 (unaudited) |
|
|---|---|---|
| Geographical information | ||
| Poland Foreign countries, of which: |
135 522 | 36 940 |
| – Sweden | 50 448 | 26 871 |
| – Other | 1 573 | 459 - |
| Total | 187 544 | 64 270 |
Interest income covers interest income on loans granted to other companies in the Group. Interest expense covers interest income on loans received from other companies in the Group and from banks. Interest expense covers interest income on loans received from Group companies and is disclosed as costs of sales.
The administrative expenses include costs of the administration of the Company operation, costs of services provided for the companies in the Group and all costs incurred by the Company for the purposes of pursuing holding company activities. In H1 2023, the administrative expenses amounted to PLN 6,351 thousand (in H1 2022: PLN 7,838 thousand). The decrease of the administrative expenses is due to lower costs of services provided to the Company by external entities.
In H1 2023, the company recognised an allowance for loans receivable to Ar ctic Paper Mochenwangen GmbH of PLN 1,289 thousand. In H1 2022, the company reversed an impairment allowance on its shares in Arctic Paper Investment AB (owner of Arctic Paper Grycksbo AB) in the amount of PLN 117,014 thousand.
The value of investments in subsidiary companies as at 30 June 2023 and as at 31 December 2022 was as follows:
| As at 30 June 2023 |
As at 31 December 2022 |
|
|---|---|---|
| (unaudited) | ||
| Arctic Paper Kostrzyn S.A. | 442 535 | 442 535 |
| Arctic Paper Munkedals AB | 88 175 | 88 175 |
| Rottneros AB | 101 616 | 101 616 |
| Arctic Paper Investment AB, of which: | 205 584 | 205 584 |
| Arctic Paper Investment AB (shares) | 307 858 | 307 858 |
| Arctic Paper Investment AB (loans) | 82 709 | 82 709 |
| Arctic Paper Investment AB (impairment allowance) | (184 983) | (184 983) |
| Arctic Paper Investment GmbH | - | - |
| Arctic Paper Investment GmbH (shares) | 120 030 | 120 031 |
| Arctic Paper Investment GmbH (impairment allowance) | (120 030) | (120 031) |
| Arctic Paper Sverige AB | 2 936 | 2 936 |
| Arctic Paper Sverige AB (shares) | 11 721 | 11 721 |
| Arctic Paper Sverige AB (impairment allowance) | (8 785) | (8 785) |
| Arctic Paper Danmark A/S | 2 947 | 2 592 |
| Arctic Paper Danmark A/S (shares) | 5 539 | 5 539 |
| Arctic Paper Danmark A/S ((impairment allowance) | (2 592) | (2 592) |
| Arctic Paper Deutschland GmbH | 4 977 | 4 977 |
| Arctic Paper Norge AS | 516 | 516 |
| Arctic Paper Norge AS (shares) | 3 194 | 3 194 |
| Arctic Paper Norge AS (impairment allowance) | (2 678) | (2 678) |
| Arctic Paper Italy srl | 738 | 738 |
| Arctic Paper UK Ltd. | 522 | 522 |
| Arctic Paper Polska Sp. z o.o. | 406 | 406 |
| Arctic Paper Benelux S.A. | 387 | 387 |
| Arctic Paper France SAS | 326 | 326 |
| Arctic Paper Espana SL | 196 | 196 |
| Arctic Paper Papierhandels GmbH | 194 | 194 |
| Arctic Paper Power Sp. z o.o. (formerly Arctic Paper East Sp. z o.o.) | 2 602 | 2 602 |
| Arctic Paper Baltic States SIA | 64 | 64 |
| Arctic Paper Schweiz AG | 61 | 61 |
| Arctic Paper Finance AB | 68 | 50 |
| Kostrzyn Packaging Spółka z o.o. | 4 830 | 68 |
| Total | 859 680 | 854 898 |
The value of investments in subsidiary companies was disclosed on the basis of historic costs.
As at 30 June 2023, there were no prerequisites for impairment testing at Arctic Paper Kostrzyn, Munkedals, Grycksbo (directly and solely controlled by Arctic Paper Investment AB, in which parent company has 100% shares) and Rottneros for shares.
As at 31 December 2022 and in earlier periods, impairment tests were carried out at Arctic Paper Grycksbo in respect of shares.
The test as at 31 December 2022 resulted in a partial reversal of impairment allowances in respect of shares at Arctic Paper Investment AB.
The total cumulated impairment allowance reversal as at 30 June 2023 was PLN 184,983 thousand (31 December 2022: PLN 184,983 thousand).
For the purposes of the interim abbreviated standalone statement of cash flow, cash and cash equivalents include the followin g items:
| As at 30 June 2023 |
As at 30 June 2022 | ||
|---|---|---|---|
| (unaudited) | (unaudited) | ||
| Cash in bank and on hand | 88 902 | 69 445 | |
| Total | 88 902 | 69 445 |
Dividend is paid based on the net profit disclosed in the standalone annual financial statements of Arctic Paper S.A. after covering losses carried forward from the previous years.
In accordance with the provisions of the Code of Commercial Companies, the Company is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the standalone financial statements of the Company should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the Parent Entity. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the Company and cannot be distributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholders depends on the level of payments received from its subsidiaries. The risk associated with the Company's ability to disburse dividend was described in the part "Risk factors" of the annual report for 2022.
In connection with the term and revolving loan agreements signed on 2 April 2021, the Company's ability to pay dividends is subject to the Group meeting certain financial ratios in the period prior to payment (as that term is defined in the term and revolving credit facility agreement) and there being no event of default (as that term is defined in the term and revolving l oan agreement).
In 2022, the Company paid a total dividend of PLN 27,715,113.20, i.e. PLN 0.40 gross per share.
On 6 June 2023, the Annual General Meeting of the Company, after reviewing the Management Board's proposal on dividend payment, decided to allocate a part of the Company's net profit for the financial year 2022, in the amount of PLN 187,077,014.10 (in words: one hundred and eighty-seven million, seventy-seven thousand and fourteen zloty 10/100) for dividend payment among the Company's shareholders. The dividend per share amounted to a gross dividend of PLN 2.70 (in words: two zloty seventy groszy). The Annual General Meeting of the Company set the dividend date as 15 June 2023. The dividend was paid on 21 June 2023.
The dividend income disclosed in the comprehensive financial statement contains the dividend inc ome received from:
Trade and other receivables disclosed as at 30 June 2023 dropped by PLN 3,118 thousand versus 31 December 2022.
During the 6 months ended 30 June 2023, the company acquired fixed assets (tangible fixed assets) in the amount of PLN 564 thousand. During the period ended 30 June 2022, the Company acquired fixed assets under construction in the amount of PLN 99 thousand. Amortisation allowances for the period under report were PLN 137 thousand (for 6 months in 2022: PLN 110 thousand).
In the current period and in the equivalent period of the previous year the Company did not recognise or reverse any impairment allowances to fixed assets.
Other financial assets comprise loans granted to subsidiaries, together with accrued interest, as well as non -current assets relating to employee benefits receivable from the Company's foreign branch.
In accordance with the agreement, Arctic Paper Grycksbo AB repaid the loans in the amo unt of PLN 3,842 thousand (EUR 840 thousand and Arctic Paper Italia SRL repaid a loan of PLN 357 thousand (EUR 80 thousand). On the other hand, the reduction in financial receivables was also significantly influenced by the decrease in the cash -pool receivable balance of Arctic Paper Grycksbo by approximately MPLN 56.4.
In accordance with the loan agreement, in H1 2023 the Company repaid principal instalments and paid interest of PLN 18,3 million. Other changes in the value of loans and borrowings are due, among other things, to a decrease in cash -pool liabilities (PLN -91.1 million).
As of 1 January 2022, Arctic Paper SA and Arctic Paper Kostrzyn SA have formed a Tax Group and jointly account for corporate income tax. In accordance with the decision of the Management Board, the Issuer is a direct tax settling entity wit h the tax office, hence an item of income tax receivables of PLN 5,508 thousand appeared in the balance sheet.
As at 30 June 2023, there were no changes in the Company's share capital compared to 31 December 2 022.
| As at 30 June 2023 | As at 31 December 2022 |
||||
|---|---|---|---|---|---|
| Share in the share capital |
Share in the total number of votes |
Share in the share capital |
Share in the total number of votes |
||
| Thomas Onstad | 68,13% | 68,13% | 68,13% | 68,13% | |
| indirectly via | 59,15% | 59,15% | 59,15% | 59,15% | |
| Nemus Holding AB | 58,28% | 58,28% | 58,28% | 58.28% | |
| other entity | 0,87% | 0,87% | 0,87% | 0.87% | |
| directly | 8,98% | 8,98% | 8,98% | 8,98% | |
| Other | 31,87% | 31,87% | 31,87% | 31,87% |
Swedish krona is the functional currency of the Company's foreign branch.
As at the balance sheet date, the assets and liabilities of the branch are translated into the Company's presentation currenc y at the exchange rate prevailing on its interim abbreviated profit and loss account, comprehensive income statement and statement of changes in equity are translated using the average weighted exchange rate for the relevant reporting period. The FX differences on translation are recognised in other total comprehensive income and cumulated in a separate equity item.
The supplementary capital as at 30 June 2023 amounted to PLN 463,331 thousand. The amount of supplementary capital versus the end of 2022 increased due to partial transfer of retained earnings to this position.
Other reserves amounted to PLN 104,367 thousand as at 30 June 2023 and decreased versus 31 December 2022 by PLN 2,358 thousand.
The decrease in the capital reserve is due to a decrease in the positive valuation of financial instruments compared to the end of 2022.
In accordance with the provisions of the Code of Commercial Companies, the Company is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the financial statements of the Company should be transferred to the category of the capital until the capital has reached the amount of at least one third of the share capital. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital may be used solely to cover the losses disclosed in the financial statements and may not be distributed for other purposes.
Dividend payment restrictions were described in note 13.
As at 31 December 2022, there were no other restrictions concerning dividend distribution.
The Company holds the following financial instruments: cash in bank accounts, loans, borrowings, receivables, liabilities under financial leases and SWAP interest rate contracts.
The table below presents the selected financial instruments held by the Group by carrying amount and split into individual assets and liabilities.
| Carrying amount | |||||
|---|---|---|---|---|---|
| Category in compliance with IFRS 9 |
As at 30 June 2023 |
As at 31 December 2022 |
|||
| Financial assets | |||||
| Shares in subsidiary companies | |||||
| Other (long-term) financial assets | WwWGpWF | 26 168 | 31 568 | ||
| Trade and other receivables | WwZK | 14 448 | 17 566 | ||
| Cash and cash equivalents | WwZK | 88 902 | 213 272 | ||
| Derivatives | IRZ | 5 233 | 8 145 | ||
| Other (short-term) financial assets | WwWGpWF | 12 965 | 8 529 | ||
| Total | 147 716 | 279 080 | |||
| Financial liabilities | |||||
| Interest-bearing loans, loans and bonds | WwZK | 227 324 | 336 775 | ||
| Trade payables | WwZK | 21 309 | 19 175 | ||
| Finance lease liabilities/other liabilities | WwZK | 25 | 59 | ||
| Total | 248 658 | 356 008 |
Abbreviations used:
WwZK – Financial assets/liabilities measured at amortised cost
WwWGpWF - financial assets/liabilities measured at fair value through profit and loss
IRZ – hedge accounting instruments
The fair value of the loans amounted to PLN 87,990 thousand (carrying amount PLN 85,012 thousand) as at 30 June 2023 and PLN 105,355 thousand (carrying amount PLN 103,348 thousand) as at 31 December 2022.
Hedging instruments are presented in the statement of financial position under Other financial assets and Other financial liabilities, respectively.
As at 30 June 2023 and 31 December 2022, for the following financial assets and financial liabilities, the fair value does not differ significantly from their carrying amount:
More information on the fair value of financial instruments is provided in the Annual Report for 2022, note 28.1.
As at 30 June 2023 and 31 December 2022, financial instruments according to the valuation hierarchy qualify as Level 3 except for derivatives (Level 2).
As at 30 June 2023, the Company had no contingent liabilities.
Arctic Paper Capital Group/ Consolidated semi-annual report for the period of 6 months ended on 30 June 2023 80 Interim abbreviated standalone financial statements
The table below presents the total amount of transactions concluded with related entities within the 6-month period ended on 30 June 2023 and as at 30 June 2022 and as at 30 June 2023 and as at 31 December 2022:
| Related Entity |
Sales to related entities | Purchases from related entities |
Interest – operational income |
Dividend received |
Interest – financial expense |
Guarantees obtained – other financial expenses |
Receivables from related entities |
including overdue |
Loan receivables |
Liabilities to related entities |
including overdue, after the payment date |
Loan liabilities |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Parent entity: | |||||||||||||
| Nemus Holding AB |
2023 | 2 | - | - | - | - | - | 2 776 | - | - | - | - | - |
| 2022 | 1 | - | - | - | - | - | 2 776 | - | - | 16 152 | - | - | |
| Thomas Onstad |
2023 | - | - | - | - | - | - | - | - | - | - | - | - |
| 2022 | - | - | - | - | - | - | - | - | - | 2 489 | - | - | |
| - | - | - | - | - | - | - | - | - | - | - | - | ||
| Subsidiaries | 2023 | 7 125 | 1 874 | 1 185 | 179 235 | - | 1 322 | 34 297 | 22 531 | 174 189 | 9 406 | - 142 311 | |
| 2022 | 6 071 | 1 478 | 1 141 | 57 058 | - | 1 322 | 38 631 | 22 531 | 180 590 | 587 | - 233 427 | ||
| Total | 2023 | 7 126 | 1 874 | 1 185 | 179 235 | - | 1 322 | 37 073 | 22 531 | 174 189 | 9 406 | - 142 311 | |
| impairment allowances | - | - | - | - | - | - | (22 531) | (22 531) | (57 836) | - | - | - | |
| presentation as interests in subsidiaries | - | - | - | - | - | - | - | - | (82 709) | - | - | - | |
| 2023 following impairment allowances and changes to | - | - | - | - | - | - | - | - | - | - | - | - | |
| presentation | 7 126 | 1 874 | 1 185 | 179 235 | - | 1 322 | 14 542 | - | 33 644 | 9 406 | - 142 311 | ||
| 2023 | 8 707 | 6 146 | 1 503 | 760 | - | 1 263 | 41 305 | 22 531 | 180 590 | 587 | - 233 427 | ||
| impairment allowances | - | - | - | - | - | - | (22 531) | (22 531) | (57 836) | - | - | - | |
| presentation as interests in subsidiaries | - | - | - | - | - | - | - | - | (82 709) | - | - | - | |
| 2022 following impairment allowances and changes to | presentation | 8 707 | 6 146 | 1 503 | 760 | - | 1 263 | 18 774 | - | 40 045 | 587 | - 233 427 | |
In the current reporting period, in the separate statement of cash flows, the Company identified an error in the presentation of cash flows from dividends received. The error related to the incorrect classification of cash flows from dividen ds received into cash flows from financing activities, which, according to IAS 7, should have been presented in cash flows from operating or investing activities. Accordingly, the Company has corrected the error in the current separate statement of cash fl ows and presented the dividends received in cash flows from operating activities (identical to the presentation in the Statement of P rofit and Loss).
The error was identified in the separate statement of cash flows for the year ended 31.12.2022 in which c ash flows from dividends received occurred in the second half of the year, i.e. in a period not included as a comparative period for this separate statement of cash flows. Accordingly, the presentation of the revised comparative figures of the separate sta tement of cash flows for the period ended 30.06.2023 has been waived. In the separate statement of cash flows for the year ended 31.12.2022, the impact of the adjustment is as follows:
| Position of standalone statement of financial position | Year ended ony 31 december 2022 (before transformation) |
Transformation | Year ended ony 31 december 2022 (after transformation) |
|---|---|---|---|
| Net cash flows from operating activities | 220 455 | 57 416 | 277 871 |
| Net cash flows from investing activities | (50) | - | (50) |
| Net cash flows from financing activities | (22 099) | (57 416) | (79 515) |
| Cash and cash equivalents at the beginning of the period | 14 966 | - | 14 966 |
| Change in cash and cash equivalents | 198 306 | - | 198 306 |
| Cash and cash equivalents at the end of the period | 213 272 | - | 213 272 |
After 30 June 2023, until the date hereof there were no other material events requiring disclosure in this report with the exception of those events that were disclosed in this report in paragraphs above.
Signatures of the Members of the Management Board
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 10 August 2023 | signed with a qualified electronic signature |
| Member of the Management Board Chief Financial Officer |
Katarzyna Wojtkowiak | 10 August 2023 | signed with a qualified electronic signature |
Head Office Branch in Sweden
Fabryczna1, Södra Gubberogatan 20 PL-66470 Kostrzyn nad Odrą, Poland SE-416 63 Göteborg, Sweden Phone +48 95 7210 500 Phone: +46 10 451 8000
Investor relations: [email protected]
© 2023 Arctic Paper S.A.
swww.arcticpaper.com
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