Quarterly Report • Sep 29, 2022
Quarterly Report
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| Financial highlights 3 |
|---|
| Interim condensed statement of comprehensive income 4 |
| Interim condensed statement of financial position 5 |
| Interim condensed statement of changes in equity 6 |
| Interim condensed statement of cash flows 7 |
| Notes to the interim condensed financial statements 8 |
| 1. Basis of preparation of the interim condensed financial statements 8 1.1. Compliance statement 8 1.2. Accounting policies and data presentation 8 |
| 2. Selected additional information and notes 13 2.1. Business segment reporting 13 2.2. Impairment testing 18 2.3. Effects of the COVID-19 pandemic 19 2.4. Impact of the war in Ukraine 19 2.5. Information on sanctions 20 2.6. Notes 21 Note 1. Revenue from contracts with customers 21 Note 2. Operating expenses 24 Note 3. Other income25 Note 4. Other expenses 25 Note 5. Finance income 26 Note 6. Finance costs 26 Note 7. Income tax27 Note 7.1. Income tax expense disclosed in the statement of profit or loss 27 Note 7.2. Effective tax rate 27 Note 7.3. Income tax expense disclosed in other comprehensive income 28 Note 7.4. Deferred tax assets and liabilities 29 Note 8. Property, plant and equipment30 Note 9. Right-of-use assets 31 Note 10. Intangible assets31 Note 11. Financial assets31 Note 11.1. Shares 31 Note 11.2. Other financial assets 32 Note 12. Property rights32 Note 12.1. CO2 emission allowances 32 Note 13. Trade and other receivables33 Note 14. Cash 33 Note 15. Borrowings 33 Note 16. Other financial liabilities36 Note 17. Employee benefit obligations36 Note 18. Trade and other payables 37 Note 19. Provisions37 Note 20. Government grants37 |
| Note 21. Other information38 Note 22. Financial instruments38 |
| Note 23. Contingent liabilities, contingent assets, sureties and guarantees 42 Note 24. Related-party transactions43 |
| Note 25. Investment commitments 45 Note 26. Events after the reporting date 46 |
| (PLN '000) | (EUR '000) | |||||
|---|---|---|---|---|---|---|
| for the period | for the period | for the period | for the period | |||
| Jan 1 − Jun 30 2022 |
Jan 1 − Jun 30 2021 |
Jan 1 − Jun 30 2022 |
Jan 1 − Jun 30 2021 |
|||
| Revenue | 2,073,197 | 994,227 | 446,550 | 218,646 | ||
| Operating profit | 279,757 | 10,070 | 60,257 | 2,215 | ||
| Profit before tax | 560,800 | 124,087 | 120,792 | 27,289 | ||
| Net profit Comprehensive income for the |
512,977 | 118,360 | 110,491 | 26,029 | ||
| period | 511,200 | 137,365 | 110,108 | 30,209 | ||
| Number of shares Earnings per |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 | ||
| ordinary share (PLN) | 5.17 | 1.19 | 1.11 | 0.26 | ||
| Net cash from operating activities | 189,730 | 481,228 | 40,866 | 105,830 | ||
| Net cash from investing activities | 14,976 | 6,739 | 3,226 | 1,482 | ||
| Net cash from financing activities | (1,451,552) | (210,200) | (312,653) | (46,226) | ||
| Total net cash flows | (1,246,846) | 277,767 | (268,561) | 61,085 | ||
| Cash and cash equivalents at beginning of period Cash and cash equivalents at end of |
1,816,416 | 464,174 | 391,241 | 102,079 | ||
| period | 569,781 | 741,899 | 122,726 | 163,155 | ||
| as at Jun 30 2022 |
as at Dec 31 2021 |
as at Jun 30 2022 |
as at Dec 31 2021 |
|||
| Non-current assets | 8,671,226 | 8,672,145 | 1,852,588 | 1,885,495 | ||
| Current assets | 2,319,850 | 2,995,716 | 495,631 | 651,328 | ||
| Non-current liabilities | 2,760,988 | 2,996,495 | 589,879 | 651,497 | ||
| Current liabilities | 2,597,472 | 3,549,950 | 554,944 | 771,829 | ||
| Equity | 5,632,616 | 5,121,416 | 1,203,396 | 1,113,497 | ||
| Share capital | 495,977 | 495,977 | 105,964 | 107,835 |
Selected items of the statement of comprehensive income, statement of financial position and statement of cash flows were translated into the euro using the generally applicable method described below:
• Items of assets and equity and liabilities in the statement of financial position were translated at the exchange rate effective for the last day of the reporting period:
the exchange rate as at June 30th 2022 was EUR 1 = PLN 4.6806 (table No. 125/A/NBP/2022);
the exchange rate as at December 31st 2021 was EUR 1 = PLN 4.5994 (table No. 254/A/NBP/NBP/2021).
• Items of the statement of comprehensive income and statement of cash flows were translated using the arithmetic average of the EUR/PLN rates quoted by the National Bank of Poland as effective for the last day of each month in the reporting period:
in the period January 1st–June 30th 2022, the average exchange rate was EUR 1 = PLN 4.6427;
in the period January 1st–June 30th 2021, the average exchange rate was EUR 1 = PLN 4.5472.
The translation was made using the exchange rates specified above by dividing amounts expressed in thousands of the złoty by the exchange rate.
| Note | for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|---|
| Profits and losses | |||||
| Revenue | 1 | 2,073,197 | 994,227 | 963,184 | 473,100 |
| Cost of sales | 2 | (1,601,285) | (834,645) | (763,520) | (414,408) |
| Gross profit | 471,912 | 159,582 | 199,664 | 58,692 | |
| Selling and distribution expenses | 2 | (72,500) | (48,914) | (37,232) | (21,576) |
| Administrative expenses | 2 | (107,398) | (99,052) | (59,071) | (54,781) |
| Other income | 3 | 6,777 | 7,299 | 4,168 | 3,787 |
| Other expenses | 4 | (19,034) | (8,845) | (12,796) | (4,468) |
| Operating profit | 279,757 | 10,070 | 94,733 | (18,346) | |
| Finance income | 5 | 362,487 | 143,971 | 320,453 | 121,132 |
| Finance costs | 6 | (81,444) | (29,954) | (46,134) | (9,993) |
| Net finance income | 281,043 | 114,017 | 274,319 | 111,139 | |
| Profit before tax | 560,800 | 124,087 | 369,052 | 92,793 | |
| Income tax | 7 | (47,823) | (5,727) | (14,441) | 360 |
| Net profit | 512,977 | 118,360 | 354,611 | 93,153 | |
| Other comprehensive income Items that will not be reclassified to profit or loss Actuarial gains from defined benefit plans Losses on remeasurement of equity |
10,518 | 4,562 | 10,518 | 4,562 | |
| instruments at fair value through other comprehensive income Tax on items that will not be |
(2,569) | - | (2,569) | - | |
| reclassified to profit or loss | 7.3 | (1,510) | (867) | (1,510) | (867) |
| Total items that will not be reclassified to profit or loss |
6,439 | 3,695 | 6,439 | 3,695 | |
| Items that are or may be reclassified to profit or loss Cash flow hedges – effective portion of fair-value change Income tax relating to items that are or will be reclassified to profit or loss |
7.3 | (10,143) 1,927 |
18,901 (3,591) |
(2,132) 405 |
27,170 (5,162) |
| Total items that are or may be | |||||
| reclassified to profit or loss | (8,216) | 15,310 | (1,727) | 22,008 | |
| Total other comprehensive income | (1,777) | 19,005 | 4,712 | 25,703 | |
| Comprehensive income for the period | 511,200 | 137,365 | 359,323 | 118,856 | |
| Earnings per share: Basic (PLN) |
5.17 | 1.19 | 3.57 | 0.94 | |
| Diluted (PLN) | 5.17 | 1.19 | 3.57 | 0.94 |
| Note | as at Jun 30 2022 |
as at Dec 31 2021 |
|
|---|---|---|---|
| unaudited | audited | ||
| Non-current assets | |||
| Property, plant and equipment | 8 | 1,778,643 | 1,745,022 |
| Right-of-use assets | 9 | 52,158 | 33,285 |
| Investment property | 20,246 | 20,179 | |
| Intangible assets | 10 | 45,706 | 47,869 |
| Shares | 11.1 | 5,719,609 | 5,710,173 |
| Other financial assets | 11.2 | 1,045,951 | 1,090,218 |
| Other receivables | 13 | 8,913 | 25,399 |
| Total non-current assets | 8,671,226 | 8,672,145 | |
| Current assets | |||
| Inventories | 468,531 | 332,205 | |
| Property rights | 12 | 225,145 | 203,075 |
| Other financial assets | 11.2 | 191,429 | 186,962 |
| Trade and other receivables | 13 | 864,964 | 457,058 |
| Cash and cash equivalents | 14 | 569,781 | 1,816,416 |
| Total current assets | 2,319,850 | 2,995,716 | |
| Total assets | 10,991,076 | 11,667,861 | |
| Equity | |||
| Share capital | 495,977 | 495,977 | |
| Share premium | 2,418,270 | 2,418,270 | |
| Hedging reserve | (47,484) | (39,268) | |
| Retained earnings | 2,765,853 | 2,246,437 | |
| Total equity | 5,632,616 | 5,121,416 | |
| Liabilities | |||
| Borrowings | 15 | 2,560,183 | 2,810,252 |
| Lease liabilities | 42,996 | 30,522 | |
| Other financial liabilities | 16 | 21,495 | 29,834 |
| Employee benefit obligations | 17 | 44,529 | 55,839 |
| Provisions | 19 | 32,986 | 18,224 |
| Government grants | 20 | 49,969 | 49,699 |
| Deferred tax liabilities | 7.4 | 8,830 | 2,125 |
| Total non-current liabilities | 2,760,988 | 2,996,495 | |
| Borrowings | 15 | 1,761,122 | 2,297,455 |
| Lease liabilities | 14,287 | 7,580 | |
| Derivative financial instruments | 1,282 | 1,310 | |
| Other financial liabilities | 16 | 26,903 | 409,366 |
| Employee benefit obligations | 17 | 5,409 | 5,025 |
| Current tax liabilities | 38,014 | 16,941 | |
| Trade and other payables | 18 | 622,201 | 779,150 |
| Provisions | 19 | 25,011 | 30,598 |
| Government grants | 20 | 103,243 | 2,525 |
| Total current liabilities | 2,597,472 | 3,549,950 | |
| Total liabilities | 5,358,460 | 6,546,445 | |
| Total equity and liabilities | 10,991,076 | 11,667,861 |
For the period ended June 30th 2022
| Share capital | Share premium | Hedging reserve | Retained earnings | Total equity | |
|---|---|---|---|---|---|
| As at Jan 1 2022 | 495,977 | 2,418,270 | (39,268) | 2,246,437 | 5,121,416 |
| Profit or loss and other comprehensive income | |||||
| Net profit | - | - | - | 512,977 | 512,977 |
| Other comprehensive income | - | - | (8,216) | 6,439 | (1,777) |
| Comprehensive income for the period | - | - | (8,216) | 519,416 | 511,200 |
| Balance as at Jun 30 2022 (unaudited) | 495,977 | 2,418,270 | (47,484) | 2,765,853 | 5,632,616 |
For the period ended June 30th 2021
| Share capital | Share premium | Hedging reserve | Retained earnings | Total equity | |
|---|---|---|---|---|---|
| As at Jan 1 2021 | 495,977 | 2,418,270 | (47,487) | 2,042,406 | 4,909,166 |
| Profit or loss and other comprehensive income | |||||
| Net profit | - | - | - | 118,360 | 118,360 |
| Other comprehensive income | - | - | 15,310 | 3,695 | 19,005 |
| Comprehensive income for the period | - | - | 15,310 | 122,055 | 137,365 |
| Balance as at Jun 30 2021 (unaudited) | 495,977 | 2,418,270 | (32,177) | 2,164,461 | 5,046,531 |
| for the period | for the period | |
|---|---|---|
| Jan 1 − | Jan 1 − | |
| Jun 30 2022 | Jun 30 2021 | |
| Cash flows from operating activities | unaudited | unaudited |
| Profit before tax | 560,800 | 124,087 |
| Depreciation and amortisation | 67,513 | 70,992 |
| Impairment losses | 479 | 476 |
| Loss on investing activities | 459 | 552 |
| Interest, foreign exchange gains or losses | 35,137 | (13,511) |
| Dividends | (273,501) | (97,319) |
| Fair value gain on financial assets | (32,352) | (10,233) |
| Increase in trade and other receivables | (134,599) | (264,383) |
| Increase in inventories and property rights | (158,396) | (15,833) |
| Increase in trade and other payables | 38,582 | 615,936 |
| Increase in provisions | 9,175 | 672 |
| Decrease in employee benefit obligations | (408) | (167) |
| Increase in grants | 99,470 | 63,841 |
| Other adjustments | (3,000) | (3,500) |
| Income tax paid/(refunded) | (19,629) | 9,618 |
| Net cash from operating activities | 189,730 | 481,228 |
| Cash flows from investing activities | ||
| Proceeds from sale of property, plant and equipment, intangible | ||
| assets and investment property | 961 | 798 |
| Purchase of property, plant and equipment, intangible assets and investment property |
(86,544) | (60,125) |
| Purchase of other financial assets | (12,005) | - |
| Interest received | 19,848 | 7,793 |
| Repayments of loans | 93,626 | 59,528 |
| Other investing proceeds/(disbursements) | (910) | (1,255) |
| Net cash from investing activities | 14,976 | 6,739 |
| Cash flows from financing activities | ||
| Proceeds from borrowings | - | 1,000,000 |
| Repayment of borrowings | (821,615) | (786,102) |
| Interest paid | (57,453) | (24,853) |
| Commission fees on bank borrowings | (2,220) | (1,356) |
| Payment of lease liabilities | (7,148) | (7,128) |
| Payment of reverse factoring liabilities | (564,133) | (397,093) |
| Other financing proceeds/(disbursements) | 1,017 | 6,332 |
| Net cash from financing activities | (1,451,552) | (210,200) |
| Total net cash flows | (1,246,846) | 277,767 |
| Cash and cash equivalents at beginning of period | 1,816,416 | 464,174 |
| Effect of exchange rate fluctuations on cash held | 211 | (42) |
| Cash and cash equivalents at end of period | 569,781 | 741,899 |
Grupa Azoty Spółka Akcyjna ("the Company") is a joint stock company with its registered office in Tarnów, Poland. The Company shares are publicly traded on the Warsaw Stock Exchange.
These interim condensed financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim condensed financial statements of the Company cover the six months ended June 30th 2022 and contain comparative data for the six months ended June 30th 2021 and as at December 31st 2021.
The Company is entered in the Register of Businesses in the National Court Register maintained by the District Court in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450. The Company's REGON number for public statistics purposes is 850002268.
The Company has been established for an indefinite term.
Grupa Azoty's business includes in particular:
These interim condensed financial statements of the Company for the six months ended June 30th 2022 were authorised for issue by the Management Board on September 28th 2022.
The interim condensed financial statements do not include all the information and disclosures required to be included in full-year financial statements and should be read in conjunction with the full-year financial statements of Grupa Azoty Spółka Akcyjna for the 12 months ended December 31st 2021, prepared in accordance with International Financial Reporting Standards as endorsed by the European Union and authorised for issue on April 27th 2022.
The Company's interim financial results may not be indicative of its potential full-year financial results.
All amounts in these interim condensed financial statements are presented in thousands of złoty.
These interim condensed financial statements have been prepared on the assumption that the Company will continue as a going concern for the foreseeable future. For information on the impact of the COVID-19 pandemic on the Company's situation, see section 2.3 Effects of the COVID-19 pandemic. For information on the impact of the war in Ukraine on the Company's business, see section 2.4. Considering the circumstances described in those sections, the Company's Management Board concluded that they did not represent a threat to its going concern assumption.
The accounting policies applied to prepare these interim condensed financial statements are consistent with those applied to draw up the Company's full-year financial statements for the year ended December 31st 2021.
The following standards effective as of 2021 have no material impact on the Company's operations or its financial reporting:
| Standard | Description of amendments | Effect on financial statements |
|---|---|---|
| IFRS 3 Business Combinations IAS 16 Property, Plant and Equipment IAS 37 Provisions, Contingent Liabilities and Contingent Assets and Annual Improvements 2018–2020 Cycle (Annual improvements) |
The amendments were issued on May 14th 2020, and are effective for annual periods beginning on or after January 1st 2022. The amendments prohibit deducting from the cost of property, plant and equipment of any proceeds from selling test products manufactured while the entity is developing/preparing the asset for its intended use, and clarify what costs the entity takes into account when assessing whether a contract will generate losses. |
As at January 1st 2022, the application of the new standards IFRS 3, IAS 16 and IAS 37 had no material effect on Company's financial statements. There was no need to make any adjustments to data for the previous reporting periods. |
| IFRS 16 Leases: Covid-19-Related Rent Concessions beyond 30 June 2021. |
The amendment to IFRS 16 was issued on March 31st 2021 and is effective for annual periods beginning on or after April 1st 2021. The only purpose of the amendment is to extend by one year (until June 30th 2022) the period in which the granting of COVID 19-related rent concessions does not need to involve a modification of the lease contract. This amendment is closely related to the already effective amendment to IFRS 16, issued in May 2020. |
The amendment to the standard has no impact on the financial statements of Company. |
The standards and interpretations which have been issued but are not yet effective as they have not been endorsed by the EU, or have been endorsed but the Company has not elected to apply them early:
In these financial statements, the Company has not opted to early apply any standards or interpretations which have been issued but are not yet effective.
The following standards and interpretations have been issued by the International Accounting Standards Board or the International Financial Reporting Interpretations Committee but are not effective as at the reporting date:
| Standard | Description of amendments | Effect on financial statements | |
|---|---|---|---|
| IFRS 17 Insurance Contracts |
The new standard was issued on May 18th 2017 and subsequently amended on June 25th 2020, and is effective for annual periods beginning on or after January 1st 2023. Early application is permitted as long as IFRS 15 and IFRS 9 are also applied. The standard supersedes earlier regulations on insurance contracts (IFRS 4). On June 25th 2020, IFRS 4 was also amended to defer the effective date of IFRS 9 Financial Instruments for insurers until January 1st 2023. |
Not applicable |
| IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current |
Amendments to IAS 1 were issued on January 23rd 2020 with its effective date subsequently modified in July 2020, and are effective for annual periods beginning on or after January 1st 2023. The amendment redefines the criteria for classifying liabilities as current. The amendment may affect the presentation of liabilities and their reclassification between current and non current. |
The Company has not yet completed the analysis of the effect of this amendment on the financial statements. |
|---|---|---|
| IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates |
The amendments were issued on February 12th 2021, and are effective for annual periods beginning on or after January 1st 2023. The purpose of these amendments is to place greater emphasis on the disclosure of material accounting policies and to clarify how companies should distinguish between changes in accounting policies and changes in accounting estimates. |
The Company has not yet completed the analysis of the effect of this amendment on the financial statements. |
| IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
The amendment to IAS 12 was issued on May 7th 2021 and is effective for annual periods beginning on or after April 1st 2023. The amendments clarify that the exemption relating to initial recognition of deferred tax does not apply to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences and entities are required to recognise deferred tax on such transactions. The amendments thus address the emerging doubts as to whether the exemption applies to transactions such as leases and decommissioning obligations. |
The Company has not yet completed the analysis of the effect of this amendment on the financial statements. |
| IFRS 17 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 — Comparative Information |
The amendment to IFRS 17 was issued on December 9th 2021 and is effective for annual periods beginning on or after April 1st 2023. It provides a transition option for comparative information on financial assets presented on initial application of IFRS 17. The amendment is intended to help entities avoid temporary accounting mismatches between financial assets and insurance contract liabilities. |
The Company has not yet completed the analysis of the effect of this amendment on the financial statements. |
Following the accounting policy update made in 2021, changes were made to the presentation of EBIDTA resulting in a change to the Company's segment performance information for the six months ended June 30th 2021 to exclude the effects of impairment charges from affecting EBITDA. As a result, EBITDA for the six months ended June 30th 2021 was increased by PLN 476 thousand, which is the equivalent of impairment losses made in 2021 in the segments (Agro Fertilizers: PLN 8 thousand, Plastics: PLN 150 thousand, Energy: PLN 7 thousand, Other Activities: PLN 311 thousand).
In accordance with the updated Accounting Policy, EBITDA is the Company's separate operating profit (loss) determined in accordance with IAS/IFRS for a reporting period, plus (less) the Company's separate depreciation and amortisation expense for that period, excluding the effect of one-off items.
One-off items are any exceptional, one-off, non-recurring and extraordinary losses or gains resulting from, respectively, recognition or reversal of impairment losses on non-current assets (property, plant and equipment, intangible assets, right-of-use assets or investment property).
Effective January 1st 2022, the Company changed its method of accounting for general and administrative expenses by reportable segment. Previously, these expenses were accounted for based on the share of cost of individual products in the total cost of products sold. The existing allocation key takes into account the approach based on the share of margin on variable costs earned by each segment in the total margin on variable costs of the entity in which the reportable segments have been identified. The margin based on variable segment costs includes variable costs of products sold as well as selling and distribution expenses. The change in the allocation key based on the share of general and administrative expenses in the total cost of products sold more accurately reflects the allocation of this cost to the individual segments.
The presentation of these expenses in the operating segments for the period ended June 30th 2021 was changed.
The effect of inter-segment transfers is presented below:
Operating segments' income, expenses and financial results for the six months ended June 30th 2021 (unaudited, restated*)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| External revenue | - | - | - | - | - |
| Intersegment revenue | - | - | - | - | - |
| Total revenue | - | - | - | - | - |
| Operating expenses, including: (-) | (4,326) | 4,825 | - | (499) | - |
| selling and distribution expenses (-) | - | - | - | - | - |
| administrative expenses (-) | (4,326) | 4,825 | - | (499) | - |
| Other income | - | - | - | - | - |
| Other expenses (-) | - | - | - | - | - |
| Segment's EBIT | (4,326) | 4,825 | - | (499) | - |
| Finance income | - | - | - | - | - |
| Finance costs (-) | - | - | - | - | - |
| Profit before tax | - | - | - | - | - |
| Income tax | - | - | - | - | - |
| Net profit | - | - | - | - | - |
| EBIT | (4,326) | 4,825 | - | (499) | - |
| Depreciation and amortisation | - | - | - | - | - |
| Impairment losses | - | - | - | - | - |
| EBITDA | (4,326) | 4,825 | - | (499) | - |
The preparation of these interim condensed financial statements requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on historical experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgements regarding the net carrying amounts of assets and liabilities, where they are not directly available from other sources. Actual results may differ from these estimates.
Estimates and the underlying assumptions are subject to ongoing verification. A change in accounting estimates is recognised in the period in which the change is made or in current and future periods if the change in estimates affects both the current period and the future periods.
The key judgements and estimates made by the Management Board in preparing these interim condensed financial statements were the same as those made in preparing the financial statements for the financial year ended December 31st 2021, subject to measurement revisions resulting from the passage of time or a change of market parameters.
The Company identifies operating segments based on internal reports for each line of business. Operating results of each segment are reviewed on a regular basis by the Company's chief operating decision maker, who decides about the allocation of resources to different segments and analyses their results. Separate information prepared for each segment is available.
The identified operating segments are presented in the table below.
| Name | Scope of activities |
|---|---|
| Agro Fertilizers |
Manufacture or sale of: • Nitrogen fertilizers with sulfur (solid: ammonium sulfate, ammonium sulfonitrite, urea ammonium sulfate, calcium nitrate with sulfur; liquid:), • Ammonia, • Technical-grade and concentrated nitric acid, • Industrial gases. |
| Plastics | Manufacture or sale of: • Caprolactam (an intermediate product used to manufacture polyamide 6 (PA6), • Natural engineering plastics (PA 6), • Plastic products (PA pipes, PE pipes, polyamide casings). |
| Energy | Power utilities: • production of energy carriers: (electricity, heat, water, process and instrument air, nitrogen) for the purposes of chemical units and, to a lesser extent, for resale to external customers (mainly electricity). As part of its operations, the segment also purchases and distributes natural gas for process needs; |
| Other Activities |
• Research and Development Centre, • Laboratory services, • Catalyst production (iron-chromium catalyst, copper catalysts, iron catalysts), • Rental of real estate, and • Other activities not allocated to any of the segments specified above. |
Operating segments' income, expenses and financial results for the six months ended June 30th 2022 (unaudited)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| External revenue | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Intersegment revenue | 457,254 | 398,175 | 781,587 | 22,017 | 1,659,033 |
| Total revenue | 1,565,135 | 1,259,133 | 811,674 | 96,288 | 3,732,230 |
| Operating expenses, including: (-) | (1,381,970) | (1,196,433) | (812,205) | (49,608) | (3,440,216) |
| selling and distribution expenses (-) | (55,533) | (16,000) | (86) | (881) | (72,500) |
| administrative expenses (-) | (71,949) | (33,434) | (548) | (1,467) | (107,398) |
| Other income | 320 | 376 | 1,759 | 4,322 | 6,777 |
| Other expenses (-) | (1,956) | (2,691) | (4,462) | (9,925) | (19,034) |
| Segment's EBIT | 181,529 | 60,385 | (3,234) | 41,077 | 279,757 |
| Finance income | - | - | - | - | 362,487 |
| Finance costs (-) | - | - | - | - | (81,444) |
| Profit before tax | - | - | - | - | 560,800 |
| Income tax | - | - | - | - | (47,823) |
| Net profit | - | - | - | - | 512,977 |
| EBIT | 181,529 | 60,385 | (3,234) | 41,077 | 279,757 |
| Depreciation and amortisation | 26,086 | 22,114 | 6,463 | 12,850 | 67,513 |
| Impairment losses | 1 | 69 | 10 | 398 | 478 |
| EBITDA | 207,616 | 82,568 | 3,239 | 54,325 | 347,748 |
| Operating segments' income, expenses and financial results for the six months ended June 30th 2021 (unaudited, restated*) |
|---|
| --------------------------------------------------------------------------------------------------------------------------- |
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| External revenue | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Intersegment revenue | 156,348 | 171,689 | 302,855 | 21,401 | 652,293 |
| Total revenue | 514,711 | 753,738 | 326,060 | 52,011 | 1,646,520 |
| Operating expenses, including: (-) | (534,402) | (730,672) | (326,148) | (43,682) | (1,634,904) |
| selling and distribution expenses (-) | (35,460) | (12,997) | (69) | (388) | (48,914) |
| administrative expenses (-) | (44,466) | (50,885) | (1,266) | (2,435) | (99,052) |
| Other income | 272 | 1,035 | 1,787 | 4,205 | 7,299 |
| Other expenses (-) | (816) | (923) | (2,032) | (5,074) | (8,845) |
| Segment's EBIT | (20,235) | 23,178 | (333) | 7,460 | 10,070 |
| Finance income | - | - | - | - | 143,971 |
| Finance costs (-) | - | - | - | - | (29,954) |
| Profit before tax | - | - | - | - | 124,087 |
| Income tax | - | - | - | - | (5,727) |
| Net profit | - | - | - | - | 118,360 |
| EBIT | (20,235) | 23,178 | (333) | 7,460 | 10,070 |
| Depreciation and amortisation | 29,207 | 22,148 | 7,022 | 12,615 | 70,992 |
| Impairment losses | 8 | 150 | 7 | 311 | 476 |
| EBITDA | 8,980 | 45,476 | 6,696 | 20,386 | 81,538 |
In accordance with the information provided in section 1.2c).
Operating segments' assets and liabilities as at June 30th 2022 (unaudited)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| Segment's assets | 1,222,902 | 1,124,241 | 434,373 | 251,837 | 3,033,353 |
| Unallocated assets | - | - | - | - | 7,957,723 |
| Total assets | 1,222,902 | 1,124,241 | 434,373 | 251,837 | 10,991,076 |
| Segment's liabilities | 331,298 | 172,306 | 260,118 | 126,725 | 890,447 |
| Unallocated liabilities | - | - | - | - | 4,468,013 |
| Total liabilities | 331,298 | 172,306 | 260,118 | 126,725 | 5,358,460 |
Operating segments' assets and liabilities as at December 31st 2021 (audited)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| Segment's assets | 969,692 | 996,913 | 497,648 | 232,636 | 2,696,889 |
| Unallocated assets | - | - | - | - | 8,970,972 |
| Total assets | 969,692 | 996,913 | 497,648 | 232,636 | 11,667,861 |
| Segment's liabilities | 329,782 | 292,773 | 570,825 | 103,842 | 1,297,222 |
| Unallocated liabilities | - | - | - | - | 5,249,223 |
| Total liabilities | 329,782 | 292,773 | 570,825 | 103,842 | 6,546,445 |
Other segmental information for the six months ended June 30th 2022 (unaudited)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| Expenditure on property, plant and equipment |
32,785 | 15,773 | 21,053 | 20,327 | 89,938 |
| Expenditure on intangible assets | 53 | - | - | - | 53 |
| Unallocated expenditure | - | - | - | - | 2,379 |
| Total expenditure | 32,838 | 15,773 | 21,053 | 20,327 | 92,370 |
| Segment's depreciation and amortisation | 26,086 | 22,114 | 6,463 | 12,850 | 67,513 |
| Total depreciation and amortisation | 26,086 | 22,114 | 6,463 | 12,850 | 67,513 |
Other segmental information for the six months ended June 30th 2021 (unaudited)
| Agro Fertilizers | Plastics | Energy | Other Activities | Total | |
|---|---|---|---|---|---|
| Expenditure on property, plant and equipment | 39,626 | 10,575 | 24,656 | 2,425 | 77,282 |
| Expenditure on intangible assets | - | - | 64 | - | 64 |
| Unallocated expenditure | - | - | - | - | 6,590 |
| Total expenditure | 39,626 | 10,575 | 24,720 | 2,425 | 83,936 |
| Segment's depreciation and amortisation | 29,207 | 22,148 | 7,022 | 12,615 | 70,992 |
| Total depreciation and amortisation | 29,207 | 22,148 | 7,022 | 12,615 | 70,992 |
As at June 30th 2022, two of the external impairment indicators listed in par. 12 of IAS 36 Impairment of Assets were identified,
Therefore, the Company analysed the validity of the assumptions adopted for previous impairment tests and the results of those tests.
The analysis showed that:
The risk-free interest rate (yield on 10-year Treasury bonds) rose from 3.64% at the end of 2021 to 6.87% at the end of June 2022. This drove up the weighted average cost of capital for the Company, which amounted to:
The lower discount rate in the residual period follows from the assumption that the current high yield on 10-year Treasury bonds is chiefly due to high inflation. Assuming that in the long term inflation rates will return to a level consistent with the inflation target of the National Bank of Poland (2.5%), the bond yields will also decrease.
The increase in discount rates reduced the recoverable amounts of individual CGUs, but for the Fertilizers CGU the higher discount rates did not reduce recoverable amounts of its assets to below the carrying amounts. As a result of an analysis of the effect of the higher discount rates and other financial parameters updated as at June 30th 2022 relative to the end of 2021, an excess of the recoverable amount over the carrying amount of assets was also identified for the Plastics CGU. The key financial parameters included: foreign exchange rates, net changes in working capital, forecast revenue and expenses for the period July–December 2022, as well as forecasts of the prices of raw materials and products (including benzene, phenol, sulfur, coal, electricity, CO2 emission allowances, caprolactam and polyamide) over the entire period covered by the cash flow projection.
Taking into account the above circumstances, as well as the wording of par. 16(b) of IAS 36 Impairment of Assets, decision was made to not prepare a formal estimate of recoverable amounts as at June 30th 2022, considering that the estimates of recoverable amounts determined in previous tests remained valid as at June 30th 2022 and therefore no additional impairment losses were necessary; further, none of the circumstances provided any rationale for reversing impairment losses recognised in prior periods.
Grupa Azoty Polyolefins Spółka Akcyjna ("Grupa Azoty POLYOLEFINS"), the subsidiary responsible for the implementation of the strategic capex project Polimery Police, monitors the projected profitability of its investment using a financial model for the project developed in cooperation with reputable advisory firms. The key assumptions developed for the purposes of the financial model, including technological assumptions and market forecasts, are based on independent studies, such as technical documentation provided by recognised engineering companies (including technology licensors) and market advisor reports.
The model was updated in December 2021 to reflect the modification of the EPC contract schedule and value made following the General Contractor's claim submitted in the second half of 2021, which was analysed and reviewed by the subsidiary. The financial model, updated to account for the negotiated changes, was submitted to the investors and financing institutions together with documentation requiring their approval. Having obtained confirmation from the financing institutions and the required corporate approvals, on January 28th 2022 the subsidiary executed Annex No. 3 to the contract with the General Contractor.
The updated and approved financial model takes into account the provisions of Annex No. 3, in particular a EUR 72.48m increase in the contract price, update of the payment schedule, and extension of the project completion date by six months.
Based on the positive findings of the economic feasibility study carried out on the basis of the financial model referred to above, which Grupa Azoty POLYOLEFINS uses as a recoverable amount estimate for the purposes of asset impairment testing, the determination that assets of the Polimery Police project were not impaired was upheld as at June 30th 2022, which warrants the conclusion that no impairment has occurred in respect of the shares in Grupa Azoty POLYOLEFINS held by the Company or loans advanced by the Company to Grupa Azoty POLYOLEFINS.
For detailed information on the impairment tests and the results thereof, see Note 2 to the Company's financial statements for the 12 months ended December 31st 2021.
The Company is constantly monitoring the epidemic situation in Poland and analysing various scenarios relating to the current and projected consequences of the public health emergency which may affect its business. The analyses and forecasts consider the introduced legislative changes and changes in the market environment.
In order to enable the Company to operate in a possibly smooth manner, procedures have been put in place to mitigate the risk of employees being infected and to ensure appropriate response in case of infection.
In the opinion of the Company's Management Board, the preventive measures in place help minimise the economic consequences of the COVID-19 pandemic, mitigate the risk of business disruption, and allow the Company to maintain its market position, financial liquidity and ability to implement strategic investment projects.
Following the invasion of Ukraine by the armed forces of the Russian Federation in February 2022, a number of countries, in particular the countries of the European Union and the United States of America, provided political, military and humanitarian assistance to Ukraine and imposed a number of very extensive economic sanctions on the Russian Federation and the Republic of Belarus, from whose territory the attack on Ukraine also took place. These sanctions include a ban on the sale of dual-use materials and military technology, the exclusion of some Russian banks from the SWIFT international clearing system, the freezing of the Russian Federation's foreign assets, as well as a ban on cooperation with a number of citizens and entities from the Russian Federation.
On February 25th 2022, a coordination team was appointed at the Group in view of the threat to operational safety and continuity of production in connection with Russia's aggression in Ukraine. The team comprises organisational unit directors/heads in charge of key areas of the Company's operations, in particular production, procurement, logistics, as well as support functions: safety, IT, finance, market protection, compliance management and investor relations.
The Company has identified areas of potential risk that may materially affect its future financial results. Below are presented the key areas of risk analysis and their status by the date of authorisation of these financial statements for issue.
Natural gas is supplied under a contract with Polskie Górnictwo Naftowe i Gazownictwo S.A. (PGNiG). As described in more detail in Note 26, the gas supply contract with PGNiG in force, as at the reporting date, until October 1st 2022 was on July 7th 2022 extended until September 30th 2023. As announced by PGNiG on April 27th 2022, supplies of natural gas from Russia to Poland were withheld as a result of PGNiG's refusal to make payments for gas in the Russian currency.
As at the date of authorisation of these financial statements for issue, there were no interruptions in the supply of natural gas to the Company. The Company monitors the situation around gas supplies on an ongoing basis. Contingency scenarios have also been developed in case manufacturing operations would have to be curtailed in the event of a reduction in natural gas supplies, including in particular for reduction of the load on production units and acceleration of annual maintenance shutdowns.
In the context of the strong growth of energy commodity prices after Russia's invasion on Ukraine, it should be noted that since the Company purchases natural gas in transactions with fixed delivery prices entered into as part of the natural gas price hedging policy, the impact of the market turbulence on the Company in the first half of 2022 was limited and had no adverse effect on the volume of production. Since mid-June 2022, a strong upward trend in natural gas prices has been observed, from approximately EUR 80/MWh to more than EUR 200/MWh, with the prices significantly above EUR 300/MWh on several days in August 2022. One of the reasons for this increase is the reduction of supplies from the Russian Federation to Germany. High prices of natural gas in the summer season have a material effect on the ability to pass them on to selling prices in the summer season, in particular in the fertilizer segment. Therefore, on August 22nd 2022 the Company's Management Board decided to temporarily halt or cut production on the main process lines. The subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. made similar decisions. For more information, see Note 26.
This risk relates in particular to the supply of potassium carbonate, and it may materialise due to the military hostilities in Ukraine, the economic and financial sanctions, lower availability, price increases, as well as problems in the area of logistics and financial settlements. Intensive efforts to secure supplies of raw materials from alternative sources have been undertaken and are continuing. As regards propylene, as mentioned in the previous financial statements, supplies from the eastern direction were fully replaced with supplies from alternative sources. As at the date of authorisation of these financial statements for issue, the sanctions did not have any impact on deliveries to the Group companies and no production constraints were identified.
In addition, a major and growing risk is related to the availability of hard coal, which was largely imported from Russia. The imports have been suspended due to the sanctions. Companies of the Grupa Azoty Group did not import hard coal from Russia. Hard coal is the key feedstock for the plants operated by the Group's main companies, necessary to produce process steam for production purposes. The strong increase in natural gas prices triggered growth of electricity prices, which significantly increased the economic feasibility and volumes of coalfired electricity generation in Europe, translating directly into a major rise in coal consumption. The increased demand for hard coal and lack of coal supplies from Russia have led to a price surge, but also to logistics problems related to ensuring the supply of coal to Europe from sources alternative to Russia.
The Group monitors the situation with respect to securing hard coal supplies by negotiating deliveries with domestic coal producers and looking for alternative import sources. As as a result of preventive measures being undertaken, as at the date of authorisation of these financial statements for issue there was no material risk to the continuity of coal supply to the production plants operated by the Group's main companies.
As at the date of authorisation of these financial statements for issue, the Company and its subsidiaries did not observe any significant impact of the risk on their investment and maintenance activities. For information on claims raised on April 22nd 2022 by the general contractor for the "Construction of coal-fired power generating unit" project at Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna ("Grupa Azoty PUŁAWY"), caused by the consequences of the war in Ukraine, see Note 21.
An important direct consequence of the outbreak of war in Ukraine was the rise of concerns in the financial markets, resulting in a significant appreciation of the US dollar and euro exchange rates against the currencies of emerging markets, including Poland. At the same time, the rapid inflation growth that started before the beginning of the war brought about interest rate increases. Those factors increase the currency risk and the cost of debt service in the złoty. The Company and the Grupa Azoty Group have in place a policy for the management of the currency and interest rate risks. Despite a decrease in debt following repayment of working capital and term facilities and repayment of reverse factoring, financing costs rose significantly compared with the first half of 2021 in the wake of interest rate hikes. Due to the spikes in natural gas prices observed from the end of the second quarter of 2022, temporary production shutdowns and cuts by the Company and its subsidiaries (Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.), as well as forecasts of economic slowdown in Poland and in the eurozone, the Company's liquidity position in subsequent periods may deteriorate, which will result in higher debt and a corresponding increase in financing costs.
In addition to the above detailed risk description, it should be noted that the Company and its subsidiaries do not hold any material assets in Ukraine, Russia or Belarus. In the first half of 2022, sales to Ukraine accounted for 1.8% of the Company's revenue and were mainly sales of mineral fertilizers. Sales to Russia and Belarus did not exceed 0.01% of revenue, with deliveries executed mostly on a pre-paid basis or secured with trade credit insurance policies. Since the outbreak of war in Ukraine, sales of products by the Company to customers in Russia and Belarus have been suspended. Sales to the Ukrainian market have been reduced due to the unavailability of trade receivables insurance and the financial condition of the buyers. Accordingly, the outbreak of war in Ukraine did not have a material effect on the value of the Company's sales or assets.
Grupa Azoty S.A. monitors the political and economic situation caused by Russia's aggression against Ukraine, analyses the impact of these circumstances on the Group's business and takes appropriate measures in response.
On April 6th 2022, Mr Vyacheslav Moshe Kantor, who holds a controlling interest in the Russian chemical company ACRON, was placed on the United Kingdom sanctions list, on April 8th 2022 – on the European Union sanctions list, and on April 25th 2022, together with the entities through which he controls 19.82% of Grupa Azoty shares – on the Polish sanction list. Mr Kantor is a minority shareholder who has no influence over the activities of Grupa Azoty or the right to nominate members of the Company's governing bodies, and therefore, despite his shareholding, Mr. Kantor does not own or control the Parent within the meaning of Council Regulation (EU) No. 269/2014 of March 17th 2014 on restrictive measures with regard to actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine.
None of the prerequisites for Grupa Azoty S.A. and its subsidiaries to be directly or indirectly subjected to any sanctions are met. Grupa Azoty S.A. and its subsidiaries comply with all sanctions regulations, condemn the Russian aggression and any actions directed against Ukraine and have no relations with the government of the Russian Federation.
A ban on the import of coal from the Russian Federation was introduced by the European Union (under the applicable Council Regulation) on April 8th 2022 and by Poland (under the applicable act) on April 13th 2022. In both cases the relevant legal regulations entered into force. The Polish embargo has been in effect as of April 16th and the EU embargo will become effective as of August 10th 2022.
Those sanctions, together with the increase in coal demand due to high natural gas prices, led to a significant reduction in the availability of thermal coal and a surge in its prices. Coal supplies are further limited by logistics constraints related to handling capacities in ports and railway transport capacities. This risk may have a material effect on the Company's operations in subsequent periods.
| Note 1. Revenue from contracts with customers | ||
|---|---|---|
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Revenue from sale of products and services Revenue from sale of merchandise |
2,046,096 | 973,071 | 948,911 | 459,812 |
| and materials | 27,101 | 21,079 | 14,273 | 13,288 |
| Revenue from sale of property rights | - | 77 | - | - |
| 2,073,197 | 994,227 | 963,184 | 473,100 |
In the six months ended June 30th 2022, the Company earned revenue of PLN 2,073m, an increase of 109% (PLN 1,079 million) year on year. The key driver of the increase are higher product prices (PLN 1,025m) due to rising prices of raw materials, including mainly record-high gas prices, additionally exacerbated by supply and demand imbalances (supply constraints due to limited European production capacities, geopolitical situation leading to disruptions in the supply chain).
| Description | Agro Fertilizers | Plastics | Energy | Other Activities | Total |
|---|---|---|---|---|---|
| Main product lines | |||||
| Revenue from sale of products and services | 1,107,780 | 847,057 | 18,803 | 72,456 | 2,046,096 |
| Revenue from sale of merchandise and materials | 101 | 13,901 | 11,284 | 1,815 | 27,101 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Geographical regions | |||||
| Poland | 727,221 | 131,810 | 30,087 | 68,956 | 958,074 |
| Germany | 139,597 | 286,397 | - | 3,215 | 429,209 |
| Other EU countries | 163,020 | 378,246 | - | 201 | 541,467 |
| Asia | - | 4,228 | - | 1,898 | 6,126 |
| South America | 23,249 | 6,045 | - | - | 29,294 |
| Other countries | 54,794 | 54,232 | - | 1 | 109,027 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Customer type | |||||
| Legal persons | 1,107,402 | 860,958 | 29,573 | 74,266 | 2,072,199 |
| Individuals | 479 | - | 514 | 5 | 998 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Agreement type | |||||
| Fixed-price contracts | 1,107,881 | 860,958 | 19,571 | 74,271 | 2,062,681 |
| Other | - | - | 10,516 | - | 10,516 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Customer relations | |||||
| Long-term | 916,364 | 616,342 | 9,845 | 53,809 | 1,596,360 |
| Short-term | 191,517 | 244,616 | 20,242 | 20,462 | 476,837 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Revenue recognition timing | |||||
| Revenue recognised at a point in time | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Sale channels | |||||
| Direct sales | 95,886 | 840,090 | 9,845 | 72,173 | 1,017,994 |
| Intermediated sales | 1,011,995 | 20,868 | 20,242 | 2,098 | 1,055,203 |
| Total | 1,107,881 | 860,958 | 30,087 | 74,271 | 2,073,197 |
| Description | Agro Fertilizers | Plastics | Energy | Other Activities | Total |
|---|---|---|---|---|---|
| Main product lines | |||||
| Revenue from sale of products and services | 358,363 | 572,737 | 14,382 | 27,589 | 973,071 |
| Revenue from sale of merchandise and materials | - | 9,235 | 8,823 | 3,021 | 21,079 |
| Revenue from sale of property rights | - | 77 | - | - | 77 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Geographical regions | |||||
| Poland | 236,002 | 93,574 | 23,205 | 24,713 | 377,494 |
| Germany | 40,588 | 203,053 | - | 359 | 244,000 |
| Other EU countries | 25,379 | 211,240 | - | 21 | 236,640 |
| Asia | - | 38,032 | - | - | 38,032 |
| South America | 8,394 | 9,477 | - | - | 17,871 |
| Other countries | 48,000 | 26,673 | - | 5,517 | 80,190 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Customer type | |||||
| Legal persons | 358,011 | 582,049 | 22,753 | 30,608 | 993,421 |
| Individuals | 352 | - | 452 | 2 | 806 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Agreement type | |||||
| Fixed-price contracts | 358,363 | 581,972 | 15,109 | 30,610 | 986,054 |
| Other | - | 77 | 8,096 | - | 8,173 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Customer relations | |||||
| Long-term | 314,409 | 546,615 | 8,712 | 14,186 | 883,922 |
| Short-term | 43,954 | 35,434 | 14,493 | 16,424 | 110,305 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Revenue recognition timing | |||||
| Revenue recognised at a point in time | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
| Sale channels | |||||
| Direct sales | 36,689 | 544,981 | 15,109 | 25,611 | 627,389 |
| Intermediated sales | 321,674 | 37,068 | 8,096 | 4,999 | 366,838 |
| Total | 358,363 | 582,049 | 23,205 | 30,610 | 994,227 |
As a rule, revenue from sale of products, merchandise and materials is recognised by the Company at a specific point in time, in accordance with the Incoterms rules set forth in the agreement (usually upon release from the warehouse or upon delivery to the point indicated by the customer). For deliveries under selected Incoterms (CIF, CIP, CFR, CPT), the Company identifies the transport service or the transport and insurance service as a separate performance obligation towards a customer after passing control of the good/product to the customer. Revenue from sale of services is recognised when the performance of the service is completed.
When recognising revenue, the Company takes into account specific issues, such as: determination whether the Company is acting as the principal or an agent in the transaction, product return rights, recognition of discounts being part of variable consideration, recognition of discounts representing a material right, bill-and-hold arrangements, and recognition of revenue from take-or-pay contracts. For most of the contracts containing discounts that are part of variable consideration, the estimated amount of the discount is fully recognised in liabilities under bonuses, a component of trade and other payables.
As a rule, the customary payment terms for this revenue stream are 30 days.
The Company also enters into comprehensive contracts with customers for the sale of electricity and electricity distribution services, where the Group purchases high-voltage electricity and sells it after conversion over medium and low-voltage grids. Also in this case the Company believes that under such contracts, which contain two performance obligations, the Group acts as the principal, and recognises both the sale of electricity and the distribution service under revenue from sale of products and services. In the case of electricity sale contracts, the payment terms average 17 days.
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Depreciation and amortisation | 66,962 | 70,204 | 33,802 | 35,339 |
| Raw materials and consumables used | 1,464,907 | 659,853 | 734,793 | 356,010 |
| Services | 137,693 | 116,249 | 73,109 | 60,000 |
| Taxes and charges | 51,855 | 35,464 | 23,915 | 12,301 |
| Salaries and wages | 117,357 | 106,401 | 63,157 | 58,316 |
| Social security and other employee benefits |
28,240 | 27,765 | 14,134 | 14,805 |
| Other | 14,066 | 11,742 | 9,890 | 7,178 |
| Costs by nature of expense | 1,881,080 | 1,027,678 | 952,800 | 543,949 |
| Change in inventories of finished goods (+/-) Work performed by the entity and |
(121,110) | (62,865) | (103,465) | (64,525) |
| capitalised (-) | (1,372) | (1,265) | (584) | (540) |
| Selling and distribution expenses (-) | (72,500) | (48,914) | (37,232) | (21,576) |
| Administrative expenses (-) | (107,398) | (99,052) | (59,071) | (54,781) |
| Cost of merchandise and materials sold |
22,585 | 19,063 | 11,072 | 11,881 |
| Cost of sales | 1,601,285 | 834,645 | 763,520 | 414,408 |
| including excise duty | 1,000 | 534 | 121 | 252 |
Changes in costs:
• increase in taxes and charges as a consequence of higher costs related to CO2 emission allowances,
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Gain on sale of property, plant and | ||||
| equipment Reversed impairment losses – other |
- | - | - | (332) |
| receivables | 18 | 9 | 6 | 5 |
| Income from lease of investment | ||||
| property | 3,798 | 3,604 | 1,962 | 1,843 |
| Received compensation | 1,218 | 2,086 | 1,217 | 1,522 |
| Government grants | 1,312 | 1,325 | 686 | 662 |
| Other | 431 | 275 | 297 | 87 |
| 6,777 | 7,299 | 4,168 | 3,787 |
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Loss on disposal of property, plant | ||||
| and equipment | 84 | 381 | 84 | 381 |
| Loss on sale of right-of-use assets, Recognised impairment losses – property, plant and equipment, |
314 | - | 70 | - |
| investment property Recognised impairment losses – other |
478 | 476 | 70 | 132 |
| receivables Investment property maintenance |
74 | 82 | 74 | 8 |
| costs | 2,525 | 2,748 | 1,283 | 1,279 |
| fines and compensations, | 119 | 10 | 24 | 3 |
| Downtime costs | 258 | 280 | 128 | 139 |
| Failure recovery costs | 6,227 | 4,494 | 2,526 | 2,179 |
| Recognised provisions | 4,946 | - | 4,946 | - |
| Other expenses | 4,009 | 374 | 3,591 | 347 |
| 19,034 | 8,845 | 12,796 | 4,468 |
The increase in costs related to recognised provisions for future liabilities was driven by the recognition of environmental provisions.
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Interest on cash pooling, bank | ||||
| deposits | 8,855 | 942 | 5,192 | 412 |
| Interest on non-bank borrowings | 37,157 | 19,605 | 30,227 | 16,150 |
| Other interest income Gains on measurement of financial assets and liabilities at fair value |
66 | 31 | 23 | 20 |
| through profit or loss | 39,970 | 12,033 | 10,036 | (5,534) |
| Foreign exchange gains | - | 11,355 | - | 11,355 |
| Dividends received | 273,501 | 97,319 | 273,501 | 97,319 |
| Other | 2,938 | 2,686 | 1,474 | 1,410 |
| 362,487 | 143,971 | 320,453 | 121,132 |
The increase in interest earned on loans was mostly due to the accrual and capitalisation of interest on the longterm loan to Grupa Azoty POLYOLEFINS granted at the end of 2020.
Gains on measurement of financial assets and liabilities included the effect of valuation of the call and put options over shares in Grupa Azoty POLYOLEFINS, totalling PLN 27,722 thousand (first half of 2021: PLN 7,103 thousand).
Dividends received for the six months ended June 30th 2022 totalled PLN 273,501 thousand and comprised dividends due from the following companies:
Dividends received for the six months ended June 30th 2021 totalled PLN 97,319 thousand and comprised dividends due from the following Companies:
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Interest on bank borrowings | 51,603 | 21,299 | 29,867 | 12,252 |
| Interest on cash pooling Interest on factoring, receivables |
13,952 | 1,882 | 9,619 | 1,017 |
| discounting and leases | 2,103 | 2,071 | 693 | 1,027 |
| Other interest expense | 912 | 473 | 838 | 257 |
| Loss on sale of financial investments | - | - | (152) | - |
| Foreign exchange losses | 10,377 | - | 3,714 | (6,279) |
| Other | 2,497 | 4,229 | 1,555 | 1,719 |
| 81,444 | 29,954 | 46,134 | 9,993 |
Foreign exchange losses of PLN 10,377 thousand (first half of 2021: foreign exchange gains of PLN 11,355 thousand) comprised:
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Current income tax: | ||||
| Current income tax expense Adjustments to current income tax |
42,472 | (10) | 16,659 | (10) |
| for previous years | (1,771) | - | (1,771) | - |
| 40,701 | (10) | 14,888 | (10) | |
| Deferred income tax: Deferred income tax associated with origination and reversal of |
||||
| temporary differences | 7,122 | 5,737 | (447) | (350) |
| 7,122 | 5,737 | (447) | (350) | |
| Income tax expense disclosed in the statement of profit or loss |
47,823 | 5,727 | 14,441 | (360) |
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Profit before tax | 560,800 | 124,087 | 369,052 | 92,793 |
| Tax calculated at the applicable tax rate |
106,552 | 23,577 | 70,120 | 17,631 |
| Effect of tax-exempt income (+/-) | (55,511) | (19,805) | (52,511) | (21,896) |
| Effect of non tax-deductible expenses (+/-) Tax effect of inclusion of property, |
(520) | 1,714 | (2,450) | 2,851 |
| plant and equipment into operations in Special Economic Zone (+/-) |
- | 951 | - | 481 |
| Other (+/-) | (2,698) | (710) | (718) | 573 |
| Income tax expense disclosed in the statement of profit or loss |
47,823 | 5,727 | 14,441 | (360) |
| Effective tax rate | 8.53% | 4.62% | 3.91% | (0.39%) |
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Jun 30 2021 unaudited |
for the period Apr 1 − Jun 30 2022 unaudited |
for the period Apr 1 − Jun 30 2021 unaudited |
|
|---|---|---|---|---|
| Tax on items that will not be | ||||
| reclassified to profit or loss (+/-) | 1,510 | 867 | 1,510 | 867 |
| Actuarial gains from defined benefit | ||||
| plans | 1,998 | 867 | 1,998 | 867 |
| Other | (488) | - | (488) | - |
| Tax on items that are or may be | ||||
| reclassified to profit or loss (+/-) | (1,927) | 3,591 | (405) | 5,162 |
| Measurement of hedging instruments through hedge |
||||
| accounting | (1,927) | 3,591 | (405) | 5,162 |
| Income tax expense disclosed in other comprehensive income |
(417) | 4,458 | 1,105 | 6,029 |
| Assets (-) | Liabilities (+) | |||
|---|---|---|---|---|
| Jun 30 2022 unaudited |
Dec 31 2021 audited |
Jun 30 2022 unaudited |
Dec 31 2021 audited |
|
| Property, plant and equipment | (10,109) | (10,137) | 61,997 | 52,779 |
| Right-of-use assets | - | - | 10,568 | 6,988 |
| Investment property | - | - | 703 | 766 |
| Intangible assets | (96) | (90) | 5,597 | 5,815 |
| Financial assets | (796) | (308) | 110 | 265 |
| Inventories and property rights | (1,556) | (2,446) | 41,536 | 38,584 |
| Trade and other receivables | (1,247) | (1,236) | 1,726 | 1,569 |
| Trade and other payables | (45,039) | (43,365) | 391 | 393 |
| Employee benefits | (18,611) | (18,785) | - | - |
| Provisions | (10,981) | (9,170) | 2,209 | 1,100 |
| Borrowings | (8,553) | (5,074) | 3,934 | 1,556 |
| Lease liabilities | (10,622) | (6,891) | - | - |
| Other financial liabilities | - | (64) | - | - |
| Derivative financial instruments | (244) | (249) | - | - |
| Measurement of hedging instruments through hedge accounting | (11,138) | (9,211) | - | - |
| Other | (973) | (689) | 24 | 25 |
| Deferred tax assets (-)/liabilities (+) | (119,965) | (107,715) | 128,795 | 109,840 |
| Offset | 119,965 | 107,715 | (119,965) | (107,715) |
| Deferred tax assets (-)/liabilities (+) recognised in the statement of financial position |
- | - | 8,830 | 2,125 |
Property, plant and equipment by type
| Land | Buildings and structures |
Plant and equipment |
Vehicles | Other property, plant and equipment |
Property, plant and equipment under construction |
Total | |
|---|---|---|---|---|---|---|---|
| Net carrying amount as at Jan 1 2022 | 667 | 484,935 | 957,304 | 2,105 | 56,914 | 243,097 | 1,745,022 |
| Increase, including: | - | 5,352 | 31,021 | 180 | 5,079 | 91,511 | 133,143 |
| Purchase, production, commissioning | - | 5,352 | 31,021 | - | 5,079 | 91,511 | 132,963 |
| Reclassification from other items | - | - | - | 180 | - | - | 180 |
| Decrease, including: (-) | - | (12,434) | (41,802) | (169) | (3,665) | (41,452) | (99,522) |
| Depreciation | - | (11,394) | (41,750) | (168) | (3,663) | - | (56,975) |
| Disposal or retirement | - | - | - | (1) | - | - | (1) |
| Commissioning | - | - | - | - | - | (41,452) | (41,452) |
| Recognition of impairment loss | - | (332) | (52) | - | (2) | - | (386) |
| Reclassification to investment property | - | (708) | - | - | - | - | (708) |
| Net carrying amount as at Jun 30 2022 (unaudited) | 667 | 477,853 | 946,523 | 2,116 | 58,328 | 293,156 | 1,778,643 |
| Land | Buildings and structures |
Plant and equipment |
Vehicles | Other property, plant and equipment |
Property, plant and equipment under construction |
Total | |
|---|---|---|---|---|---|---|---|
| Net carrying amount as at Jan 1 2021 | 572 | 484,094 | 998,570 | 594 | 47,270 | 111,595 | 1,642,695 |
| Increase, including: | 95 | 27,423 | 48,737 | 1,700 | 15,797 | 225,352 | 319,104 |
| Purchase, production, commissioning | - | 27,008 | 48,737 | 207 | 15,797 | 225,352 | 317,101 |
| Reclassification from investment property | - | 415 | - | - | - | - | 415 |
| Reclassification from other items | 95 | 1,493 | 1,588 | ||||
| Decrease, including: (-) | - | (26,582) | (90,003) | (189) | (6,153) | (93,850) | (216,777) |
| Depreciation | - | (25,667) | (87,721) | (188) | (6,107) | - | (119,683) |
| Disposal or retirement | - | - | (1,226) | (1) | - | - | (1,227) |
| Commissioning | - | - | - | - | - | (93,208) | (93,208) |
| Recognition of impairment loss | - | (915) | (1,056) | - | (46) | (642) | (2,659) |
| Net carrying amount as at Dec 31 2021 (audited) | 667 | 484,935 | 957,304 | 2,105 | 56,914 | 243,097 | 1,745,022 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Perpetual usufruct of land | 21,684 | 21,844 |
| Land | 14 | - |
| Buildings and structures | 1,712 | 2,140 |
| Plant and equipment | 32 | 65 |
| Vehicles | 28,710 | 9,236 |
| 52,152 | 33,285 | |
| Right-of-use assets under construction | 6 | - |
| 52,158 | 33,285 |
The Company applies the following depreciation periods for right-of-use assets:
Carrying amount
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Patents and licences | 28,575 | 28,574 |
| Software | 5,281 | 5,664 |
| Development costs | 157 | 174 |
| Other intangible assets | 1,752 | 1,886 |
| 35,765 | 36,298 | |
| Intangible assets under development | 9,941 | 11,571 |
| 45,706 | 47,869 |
Shares include shares in subsidiaries and other entities. Shares in subsidiaries are recognised in the statement of financial position at cost less impairment losses recognised in accordance with IAS 36 Impairment
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Shares in subsidiaries | 5,711,609 | 5,699,604 |
| Shares in other entities | 8,000 | 10,569 |
| 5,719,609 | 5,710,173 | |
| including | ||
| Long-term | 5,719,609 | 5,710,173 |
| 5,719,609 | 5,710,173 |
For information on shares held, see Note 13 to the financial statements of Grupa Azoty Spółka Akcyjna for the 12 months ended December 31st 2021.
The increase in the value of shares in subsidiaries is mainly attributable to the formation of Grupa Azoty Energia Sp. z o.o., a new subsidiary in which the Company subscribed for 100% of the shares by paying up PLN 12m for the subsidiary's share capital and statutory reserve funds.
Following an analysis of the validity of the estimate of impairment of shares held, consistent with an analysis of impairment of property, plant and equipment of subsidiaries as at June 30th 2022, no need to recognise or reverse impairment of shares held was identified.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Loans | 1,160,619 | 1,225,113 |
| Other | 76,761 | 52,067 |
| 1,237,380 | 1,277,180 | |
| including | ||
| Long-term | 1,045,951 | 1,090,218 |
| Short-term | 191,429 | 186,962 |
| 1,237,380 | 1,277,180 |
The amount of other financial assets comprises mainly loans advanced by the Company to subsidiaries and the valuation of the call option over shares in Grupa Azoty POLYOLEFINS in the amount of PLN 74,714 thousand. For a detailed description of the option,Note 22.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| CO2 emission allowances | 223,901 | 202,553 |
| Energy certificates | 1,244 | 522 |
| Total property rights | 225,145 | 203,075 |
CO2 emission allowances held (number of units)
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Balance at beginning of period (units held) | 759,207 | 665,205 |
| Allocated | 510,685 | 511,921 |
| Purchased | 369,668 | 497,985 |
| Redeemed | (875,183) | (915,904) |
| Balance at end of period (units held) | 764,377 | 759,207 |
| Emissions in the reporting period | 442,632 | 871,291 |
During the reporting period, 510,685 CO2 emission allowances were issued free of charge to EU ETS installation accounts, of which at least 17,022 are to be returned. The excess emission allowances will be returned once the European Commission has approved the adjusted final annual quantity of emission allowances allocated to the installations for 2022.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Trade receivables – related parties | 348,767 | 261,440 |
| Trade receivables – other entities | 150,099 | 76,831 |
| Receivables from state budget, except for income tax | 58,863 | 104,979 |
| Prepayments for deliveries of property, plant and equipment – | ||
| related parties | 6,575 | 22,333 |
| Prepayments for deliveries of property, plant and equipment – | ||
| other entities | 2,338 | 3,066 |
| Prepayments for deliveries of materials, goods and services | 11,364 | 968 |
| Accrued expenses | 12,115 | 2,613 |
| Other receivables | 275,542 | 2,163 |
| Receivables under the Act on Compensation Scheme for Energy | ||
| Intensive Sectors and Subsectors | 8,214 | 8,064 |
| 873,877 | 482,457 | |
| including | ||
| Long-term | 8,913 | 25,399 |
| Short-term | 864,964 | 457,058 |
| 873,877 | 482,457 |
Other receivables from related parties include dividend receivable of PLN 273,501 thousand.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Cash in hand | 180 | 31 |
| Bank balances in PLN Bank balances in foreign currencies |
8,417 | 8,114 |
| (translated to PLN) | 100,247 | 35,315 |
| Bank deposits − up to 3 months | 31,123 | 1,675,266 |
| Cash and cash equivalents under cash pooling | 429,814 | 97,690 |
| 569,781 | 1,816,416 | |
| Cash and cash equivalents in the statement of financial position | 569,781 | 1,816,416 |
| Cash and cash equivalents in the statement of cash flows | 569,781 | 1,816,416 |
As at June 30th 2022 and December 31st 2021, the Company held no restricted cash.
As at June 30th 2022, the amount of funds in the VAT account (split payment) was PLN 59 thousand (December 31st 2021: PLN 647 thousand).
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Bank borrowings | 3,118,665 | 3,357,864 |
| Loans | 1,202,640 | 1,749,843 |
| 4,321,305 | 5,107,707 | |
| including | ||
| Long-term | 2,560,183 | 2,810,252 |
| Short-term | 1,761,122 | 2,297,455 |
| 4,321,305 | 5,107,707 |
| Credit facility/loan | Curren cy |
Rate of interest |
Amount as at the reporting date in foreign currency |
Amount as at the reporting date in PLN |
Up to 1 year |
1−2 years | 2−5 years | Over 5 years |
|---|---|---|---|---|---|---|---|---|
| Syndicated Credit Facility | PLN | Variable | - | 288 | 288 | - | - | - |
| Syndicated Credit Facility | EUR | Variable | 83,181 | 384,999 | - | - | 384,999 | - |
| Syndicated Term Loan Facility | PLN | Variable | - | 1,365,537 | 285,602 | 277,217 | 802,718 | - |
| Overdraft facility with PKO BP | PLN | Variable | - | 380 | 380 | - | - | - |
| Term loan facility with EIB | EUR | Fixed | 54,486 | 254,948 | 84,967 | 84,982 | 84,999 | - |
| Term loan facility with EBRD | PLN | Variable | - | 69,322 | 23,198 | 23,056 | 23,068 | - |
| Term loan facility II with EIB | EUR | Fixed | 128,961 | 603,367 | 91,797 | 90,433 | 271,370 | 149,767 |
| Term loan facility II with EBRD | PLN | Variable | - | 439,824 | 73,683 | 66,493 | 199,686 | 99,962 |
| Liabilities under cash pooling arrangements | PLN | Variable | - | 577,791 | 577,791 | - | - | - |
| Liabilities under cash pooling arrangements | EUR | Variable | 123,557 | 578,324 | 578,324 | - | - | - |
| Liabilities under cash pooling arrangements | USD | Variable | 10,379 | 46,525 | 46,525 | - | - | - |
| 4,321,305 | 1,762,555 | 542,181 | 1,766,840 | 249,729 |
| Credit facility/loan | Curren cy |
Rate of interest |
Amount as at the reporting date in foreign currency |
Amount as at the reporting date in PLN |
Up to 1 year |
1−2 years | 2−5 years | Over 5 years |
|---|---|---|---|---|---|---|---|---|
| Syndicated Credit Facility | PLN | Variable | - | 238 | 238 | - | - | - |
| Syndicated Credit Facility | EUR | Variable | 83,178 | 377,509 | - | - | 377,509 | - |
| Syndicated Term Loan Facility | PLN | Variable | - | 1,499,148 | 280,771 | 276,994 | 941,383 | - |
| Overdraft facility with PKO BP | PLN | Variable | - | 2,600 | 2,600 | - | - | - |
| Term loan facility with EIB | EUR | Fixed | 63,567 | 292,264 | 83,484 | 83,500 | 125,280 | - |
| Term loan facility with EBRD | PLN | Variable | - | 80,779 | 23,132 | 23,050 | 34,597 | - |
| Term loan facility II with EIB | EUR | Fixed | 138,656 | 637,447 | 88,882 | 87,411 | 269,534 | 191,620 |
| Term loan facility II with EBRD | PLN | Variable | - | 467,880 | 68,506 | 66,476 | 199,634 | 133,264 |
| Liabilities under cash pooling arrangements | PLN | Variable | - | 1,336,550 | 1,336,550 | - | - | - |
| Liabilities under cash pooling arrangements | EUR | Variable | 87,980 | 404,654 | 404,654 | - | - | - |
| Liabilities under cash pooling arrangements | USD | Variable | 2,128 | 8,638 | 8,638 | - | - | - |
| 5,107,707 | 2,297,455 | 537,431 | 1,947,937 | 324,884 |
The amount in PLN includes adjustments for the measurement of credit facilities at adjusted cost, i.e. inclusive of facility commission fees.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Reverse factoring liabilities | 23,403 | 405,866 |
| Valuation of PUT options on shares in Grupa Azoty POLYOLEFINS | 12,481 | 16,354 |
| Liabilities of the Polish National Foundation | 12,514 | 16,980 |
| 48,398 | 439,200 | |
| including | ||
| Long-term | 21,495 | 29,834 |
| Short-term | 26,903 | 409,366 |
| 48,398 | 439,200 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Pension benefit obligations | 29,032 | 37,238 |
| Jubilee benefit obligations | 16,737 | 17,797 |
| Pensioner Social Fund benefit obligations | 1,945 | 3,124 |
| Other | 2,224 | 2,705 |
| 49,938 | 60,864 | |
| including | ||
| Long-term | 44,529 | 55,839 |
| Short-term | 5,409 | 5,025 |
| 49,938 | 60,864 |
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Dec 31 2021 audited |
|
|---|---|---|
| At beginning of period | 43,067 | 52,888 |
| Current service cost (+) | 917 | 2,513 |
| Interest expense (+) | 741 | 634 |
| Remeasurement of net defined benefit obligation/asset, resulting | ||
| from: | (10,518) | (11,169) |
| - changes in demographic estimates (+/-) | (230) | (663) |
| - changes in financial assumptions (+/-) | (10,288) | (10,506) |
| Benefits paid (-) | (1,006) | (1,799) |
| At end of period | 33,201 | 43,067 |
Changes in other long-term employee benefit obligations
| for the period Jan 1 − Jun 30 2022 unaudited |
for the period Jan 1 − Dec 31 2021 audited |
|
|---|---|---|
| At beginning of period | 17,797 | 22,129 |
| Current service cost (+) | 331 | 878 |
| Interest expense (+) Actuarial gains and losses recognised in profit or loss for the period |
312 | 263 |
| (+/-) | (1,193) | (3,138) |
| Benefits paid (-) | (510) | (2,335) |
| At end of period | 16,737 | 17,797 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Trade payables - related parties | 125,612 | 94,919 |
| Trade payables - other entities | 242,218 | 341,788 |
| Liabilities to state budget, except for income tax | 22,725 | 22,000 |
| Salaries and wages payable | 9,785 | 8,871 |
| Liabilities under purchases of property, plant and equipment, intangible assets, investment properties - related parties Liabilities under purchases of property, plant and equipment, |
10,866 | 18,768 |
| intangible assets, investment properties - other entities | 11,073 | 18,000 |
| Prepayments for deliveries - other entities | 5,694 | 7,058 |
| Other liabilities - related parties | 55 | 55 |
| Other liabilities - other entities | 16,952 | 7,910 |
| Accrued expenses | 169,947 | 253,194 |
| Liabilities under bonuses | 7,029 | 6,241 |
| Deferred income | 245 | 346 |
| Total current liabilities | 622,201 | 779,150 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Provision for litigation | 9,932 | 9,076 |
| Provision for environmental liabilities | 40,906 | 35,960 |
| Other | 7,159 | 3,786 |
| 57,997 | 48,822 | |
| including | ||
| Long-term | 32,986 | 18,224 |
| Short-term | 25,011 | 30,598 |
| 57,997 | 48,822 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Government grants | 52,458 | 52,187 |
| Other | 100,754 | 37 |
| 153,212 | 52,224 | |
| including | ||
| Long-term | 49,969 | 49,699 |
| Short-term | 103,243 | 2,525 |
| 153,212 | 52,224 |
As at June 30th 2022, grants increased following the recognition by the Company of the outstanding grant of CO2 emission allowances of PLN 100,721 thousand.
On June 29th 2022, the Annual General Meeting passed a resolution to allocate the entire amount of the Company's net profit for the financial year 2021, of PLN 191,789,688.13, to the Company's statutory reserve funds.
In the six months ended June 30th 2022 the Company did not enter into any material lease contracts.
Receipt of contract amendment request from the contractor executing the project "Construction of coalfired power generation unit" by Grupa Azoty PUŁAWY
On April 22nd 2022, Grupa Azoty PUŁAWY received from Polimex Mostostal S.A., the general contractor under the EPC contract for the 'Construction of coal-fired power generation unit', a request to increase the contract price by a total amount of PLN 188.7m (VAT exclusive).
In the opinion of the contractor, the request is justified by the occurrence of force majeure events, including the COVID-19 epidemic and Russia's invasion of Ukraine. In the opinion of the contractor, these force majeure events have caused an extraordinary increase in project costs which could not have been foreseen (the increase having been caused by higher prices of materials and services and an increase in the PLN/EUR exchange rate).
The proposed amendments are being thoroughly reviewed and assessed for validity under the contract, as well as in the light of relevant facts.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| At fair value through profit or loss | 74,714 | 50,865 |
| At amortised cost | 2,383,256 | 3,324,464 |
| At fair value through other comprehensive income | 116,817 | 64,910 |
| 2,574,787 | 3,440,239 | |
| Recognised in the statement of financial position as: | ||
| Shares | 7,999 | 10,568 |
| Trade and other receivables | 759,627 | 336,075 |
| Cash and cash equivalents | 569,781 | 1,816,416 |
| Other financial assets | 1,237,380 | 1,277,180 |
| 2,574,787 | 3,440,239 |
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Financial liabilities at fair value through profit or loss | 13,763 | 17,664 |
| At amortised cost | 4,831,450 | 6,065,100 |
| 4,845,213 | 6,082,764 | |
| Recognised in the statement of financial position as: | ||
| Long-term borrowings | 2,560,183 | 2,810,252 |
| Short-term borrowings | 1,761,122 | 2,297,455 |
| Non-current ease liabilities | 42,996 | 30,522 |
| Current lease liabilities | 14,287 | 7,580 |
| Derivative financial instruments | 1,282 | 1,310 |
| Other non-current financial liabilities | 21,495 | 29,834 |
| Other current financial liabilities | 26,903 | 409,366 |
| Trade and other payables | 416,945 | 496,445 |
| 4,845,213 | 6,082,764 |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk principally in connection with its trade receivables, advanced loans, short-term bank deposits, bank accounts, and cash pooling.
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| At fair value through profit or loss | 74,714 | 50,865 |
| At amortised cost | 2,383,256 | 3,324,464 |
| At fair value through other comprehensive income | 108,818 | 54,342 |
| 2,566,788 | 3,429,671 |
The Company's trade receivables from third parties are in the first place insured under a global trade credit insurance policy, which limits the Company's credit risk exposure to the deductible amount (i.e., 5–10% of the amount of insured receivables). The policy ensures that customers' financial condition is monitored on a ongoing basis and enables debt recovery when required. Upon a customer's actual or legal insolvency, the Company receives compensation equal to 90–95% of the amount of the insured receivables.
A part of the Company's trade receivables from third parties not covered by the policy is secured with letters of credit and guarantees or other forms of security acceptable to the Company.
Trade credit limit is granted primarily on the basis of the insurance company's decision, but also taking into account positive trading history with the customer and the customer's creditworthiness (assessed based on business intelligence reports), financial statements and payment history.
If there is no positive history of trading between the Company and a customer, or where transactions are occasional and the credit limit cannot be insured, the customer is required to make a prepayment or provide security.
Credit risk exposure is defined as the total of unpaid receivables, monitored on an ongoing basis by the Company's internal financial staff (individually for each trading partner) and, if a receivable is insured, also by insurance companies' credit analysts.
| Percentage of expected impairment as at Jun 30 2022 unaudited |
Percentage of expected impairment as at Dec 31 2021 audited |
|
|---|---|---|
| Not past due | 0.07% | 0.00% |
| Past due up to 90 days | 0.09% | 0.28% |
| Past due 91−180 days | 7.14% | 16.67% |
| Past due 181-360 days | 100.00% | 100.00% |
| Past due more than 360 days | 99.97% | 99.93% |
Detailed information on the fair value of financial instruments whose fair value can be estimated is presented below:
The table below presents the Company's financial instruments carried at fair value by levels in the fair value hierarchy as at June 30th 2022:
| Hierarchy level | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | - | 191,531 |
| at fair value through profit or loss – derivative financial instruments measured at fair value through other comprehensive income, |
- | 74,714 |
| including: | - | 116,817 |
| shares | - | 7,999 |
| trade receivables | - | 108,818 |
| Financial liabilities at fair value, including: | 1,282 | 12,481 |
| at fair value through profit or loss – derivative financial instruments |
1,282 | 12,481 |
The table below presents financial instruments of the Company, carried at fair value, by levels in the fair value hierarchy, as at December 31st 2021:
| Hierarchy level | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | - | 115,775 |
| at fair value through profit or loss – derivative financial instruments measured at fair value through other comprehensive income, |
- | 50,865 |
| including: | - | 64,910 |
| shares | - | 10,568 |
| trade receivables | - | 54,342 |
| Financial liabilities at fair value, including: | 1,310 | 16,354 |
| at fair value through profit or loss – derivative financial instruments |
1,310 | 16,354 |
In the first half of 2022 and in 2021, no financial instruments were transferred between Level 2 and Level 3 of the classification of financial instruments measured at fair value.
The fair value hierarchy presented in the tables above is as follows:
Level 1 – price quoted in an active market for the same asset or liability,
Level 2 – values based on inputs other than quoted Level 1 prices that are either directly or indirectly observable or determined on the basis of market data,
Level 3 – values based on input data that are not based on observable market data.
The fair value of foreign currency contracts presented in Level 2 is determined on the basis of a valuation carried out by banks with which the relevant contracts have been concluded. The valuations are verified by discounting the expected cash flows from the contracts at market interest rates effective as at the reporting date.
The fair value of the shares (equity investments) was measured using the discounted cash flow method.
As at June 30th 2022, the notional amount of open currency derivatives (forwards) was EUR 13m, with maturity dates falling in 2022 and 2023. As at December 31st 2021, the notional amount of open currency derivatives (forwards) was EUR 13m.
Such contracts are only entered into with reliable banks under master agreements. All the contracts reflect actual cash flows in foreign currencies. Currency forwards and derivative contracts are executed to match the Company's net currency exposure and their purpose is to limit the effect of exchange rate fluctuations on profit or loss.
On May 31st 2020, the Company, Grupa Azoty Zakłady Chemiczne Police S.A. ("Grupa Azoty POLICE") (jointly referred to as the "Original Sponsors") and Grupa Azoty POLYOLEFINS entered into agreements with Grupa LOTOS S.A. ("Grupa LOTOS"), Hyundai Engineering Co. Ltd ("Hyundai") and Korea Overseas Infrastructure & Urban Development Corporation ("KIND") (where Grupa LOTOS, Hyundai and KIND are referred to jointly as the "Co-Sponsors", and together with the Original Sponsors and Grupa Azoty POLYOLEFINS as the "Parties") concerning the terms and conditions of an equity investment and subordinated debt financing ("Transaction Documents") in connection with Grupa Azoty's strategic Polimery Police project implemented by Grupa Azoty POLYOLEFINS.
As part of the Transaction Documentation,the Parties signed investment agreements, loan agreements, and shareholders' agreement ("Shareholders' Agreement").
In the Shareholders' Agreement, the Parties agreed that the lock-up period during which Hyundai and KIND would not be able, as a rule, to dispose of their Grupa Azoty POLYOLEFINS shares would last until the expiry of three years from the date of the Polimery Police project completion, and in the case of LOTOS – until full repayment of all liabilities under the Debt Financing Agreement, but not longer than until December 15th 2035. The Parties also agreed on a procedure for sale of Grupa Azoty POLYOLEFINS shares by the Co-Sponsors after expiry of the lock-up periods.
The Transaction Documents provide that the Original Sponsors may carry out a public offering of Grupa Azoty POLYOLEFINS shares after the expiry of the lock-up period. In addition, the Parties agreed on a put option for Hyundai and KIND towards the Original Sponsors and a call option for the Original Sponsors towards Hyundai, in each case with respect to Grupa Azoty POLYOLEFINS shares, with a total value (calculated based on the price originally paid by Hyundai and KIND for the shares) of up to USD 70,000,000, for the same amount expressed in USD, and in the case of the put option – additionally reduced by any dividends paid to Hyundai and KIND by the put option exercise date. The Parties agreed that the options would expire on or before December 31st 2035.
Therefore, the put option granted to Hyundai and KIND and the call option granted to the Original Sponsors are, from the Company's perspective, financial derivatives whose value depends on the value of the underlying asset, i.e. the value of Grupa Azoty POLYOLEFINS shares, market parameters and the duration of the options.
The call and put options were remeasured as at June 30th 2022 and the result of the remeasurement was charged to the statement of profit or loss.
Based on the above assumptions, the following valuation results were obtained (PLN '000):
| Instrument | Total valuation | Company's interest (47%) |
Grupa Azoty POLICE's interest (53%) |
|---|---|---|---|
| Call option (financial asset) | 158,966 | 74,714 | 84,252 |
| Put option (financial liability) | 26,556 | 12,481 | 14,075 |
In the financial statements, the Company recognised financial assets on account of a derivative instrument (call option), of PLN 74,714 thousand, and financial liabilities on account of a derivative instrument (put option) of PLN 12,481 thousand. The effect on profit or loss was PLN 27,722 thousand.
The Shareholders' Agreement provides for additional exit mechanisms for the Co-Sponsors as shareholders of Grupa Azoty POLYOLEFINS. In particular, these mechanisms include a public issue of Grupa Azoty POLYOLEFINS shares; joint sale of Grupa Azoty POLYOLEFINS shares to third-party investors; first refusal rights over Grupa Azoty POLYOLEFINS shares granted to the Original Sponsors; an option for Grupa LOTOS to acquire a majority interest in Grupa Azoty POLYOLEFINS if the co-financing necessary to complete the Polimery Police project is not possible; and the exit mechanism for Grupa LOTOS, Hyundai and KIND, with respect to the shares not covered by the put option and the call option, through repurchase of such shares by Grupa Azoty POLYOLEFINS at fair value for subsequent cancellation. The shares should be repurchased using funds generated and accumulated by Grupa Azoty POLYOLEFINS once the senior debt financing has been fully repaid. The share repurchase is expected after 2035, in line with the current financial model adopted for the Polimery Police project. The repurchase price based on the future fair value of Grupa Azoty POLYOLEFINS shares as at the repurchase date, taking into account earlier dividend payments, will ensure that the Co-Sponsors receive the rate of return specified in the Shareholders' Agreement with respect to the contribution made on November 16th 2020 towards the Grupa Azoty POLYOLEFINS share capital increase, covered by the mechanism. If the rate of return is lower than agreed, the Original Sponsors will be jointly and severally obliged to make supplementary payments to the Co-Sponsors so as to increase the rate of return on the Co-Sponsors' investments covered by the share repurchase-based exit mechanism to the agreed level, but in any case by no more than a specified number of percentage points. Similarly, if the rate of return on the Co-Sponsors' investments in the shares covered by the share repurchasebased exit mechanism exceeds the level expected by the Co-Sponsors, they will be obliged to make payments to the Original Sponsors so as to reduce the rate of return on the Co-Sponsors' investments to the agreed level, but in any case by no more than a specified number of percentage points (the same as in the above-mentioned case where the rate of return on the Co-Sponsors' investments is increased by the Original Sponsors).
The mechanism described above, intended to stabilise the rate of return on the Co-Sponsors' investments in Grupa Azoty POLYOLEFINS shares covered by the share repurchase-based exit mechanism, results in the creation of a financial instrument at the Original Sponsors, whose value may be either positive (i.e. may become a financial asset if the Co-Sponsors anticipate a rate of return higher than agreed in the Shareholders' Agreement and, consequently, return payments to be made to the Original Sponsors) or negative (i.e. may become a financial liability if supplementary payments from the Original Sponsors to the Co-Sponsors are anticipated following the share repurchase).
Under the current baseline financial model of the Polimery Police project it is expected that the Co-Sponsors will achieve a rate of return not lower than specified in the Shareholders' Agreement. Therefore, no supplementary payments are currently expected to be made by the Original Sponsors to the Co-Sponsors after the shares are repurchased for cancellation following repayment of the senior debt financing.
At the same time, given the current status of the Polimery Police project, i.e., the overall stage of completion of the work, is 94.25% as at June 30th 2022 (96.33% as at August 31st 2022), there are no indications of any material risks to the expected rate of return relative to the baseline scenario, a number of micro- and macroeconomic factors affecting the delivery and profitability of the Polimery Police project, as well as a distant date for the exercise of rights or discharge of obligations under the said rate-of-return stabilisation mechanism, which makes the estimation of final settlement highly uncertain, Group Azoty S.A. decided not to recognise a financial asset on that account. This decision will be reviewed and revised in subsequent periods, in keeping with the progress of the Polimery Police project.
The Company applies cash flow hedge accounting. The hedged item are highly probable future proceeds from sale transactions in the euro, which will be recognised in profit or loss in the period from July 2022 to March 2029. The hedging covers currency risk. The hedge are two euro-denominated credit facilities of:
As at June 30th 2022, the carrying amount of both these credit facilities was PLN 856,938 thousand (December 31st 2021: PLN 928,228 thousand). In the six months ended June 30th 2022, the hedging reserve included PLN (58,622) thousand (2021: PLN (48,479) thousand) on account of the effective hedge. In the six months ended June 30th 2022, the Company reclassified PLN 7,752 thousand (2021: PLN 5,658 thousand) from other comprehensive income to the statement of profit or loss in connection with the settlement of a hedging relationship with respect to payment of foreign currency loan instalments against proceeds from sales in the euro.
The Company has no contingent assets.
Contingent liabilities and guarantees/sureties
| as at Jun 30 2022 unaudited |
as at Dec 31 2021 audited |
|
|---|---|---|
| Sureties | 8,425 | 8,339 |
The surety provided by the Company is to secure a grant advanced to Grupa Azoty ATT Polymers GmbH by Investitionsbank des Landes Brandenburg (ILB) to finance 20% of capital expenditure on the construction of a logistics centre in Guben, Germany.
The new logistics centre with office facilities provides storage, packaging and distribution services for the Grupa Azoty Group's products.
For information on contingent liabilities under the Shareholders' Agreement of Grupa Azoty POLYOLEFINS related to the Polimery Police project, see Note 22.
Trade transactions with subsidiaries Trade transactions
In the six months ended June 30th 2022 and as at that date (unaudited)
| Revenue | Receivables | Purchases | Liabilities | |
|---|---|---|---|---|
| Related parties of Grupa Azoty S.A. | 840,407 | 620,784 | 506,250 | 123,585 |
| Related parties of Grupa Azoty POLICE | 787 | 576 | 16 | 4 |
| Related parties of Grupa Azoty PUŁAWY Related parties of Grupa Azoty Polskie Konsorcjum |
28,411 | 7,064 | 264 | 340 |
| Chemiczne Sp. z o.o. ("Grupa Azoty PKCH") Related parties of COMPO EXPERT Holding GmbH ("COMPO |
2,581 | 640 | 34,409 | 13,424 |
| EXPERT") | 587 | 601 | - | - |
| 872,773 | 629,665 | 540,939 | 137,353 |
In the six months ended June 30th 2021 and as at that date (unaudited)
| Revenue | Receivables | Purchases | Liabilities | |
|---|---|---|---|---|
| Related parties of Grupa Azoty S.A. | 523,300 | 342,130 | 233,593 | 60,473 |
| Related parties of Grupa Azoty POLICE | 154 | 72 | 14 | - |
| Related parties of Grupa Azoty PUŁAWY | 7,195 | 520 | 2,183 | 549 |
| Related entities of Grupa Azoty PKCh | 2,075 | 2,727 | 40,947 | 21,743 |
| Related parties of COMPO EXPERT Group | 56 | 158 | - | - |
| 532,780 | 345,607 | 276,737 | 82,765 |
In the six months ended June 30th 2022 (unaudited)
| Other income | Other expenses | Finance income | Finance costs | |
|---|---|---|---|---|
| Related parties of Grupa Azoty S.A. | 553 | 112 | 295,460 | 14,078 |
| Related parties of Grupa Azoty POLICE | - | - | 20,639 | 480 |
| Related parties of Grupa Azoty PUŁAWY | 2 | - | 1,607 | 1,208 |
| Related entities of Grupa Azoty PKCh | 981 | 1,274 | - | 905 |
| 1,536 | 1,386 | 317,706 | 16,671 |
| Other income | Other expenses | Finance income | Finance costs | |
|---|---|---|---|---|
| Related parties of Grupa Azoty S.A. | 1,227 | 96 | 107,668 | 4,255 |
| Related parties of Grupa Azoty POLICE | 7 | - | 12,609 | 71 |
| Related parties of Grupa Azoty PUŁAWY | - | - | 175 | 105 |
| Related entities of Grupa Azoty PKCh | 902 | 2,471 | - | 118 |
| 2,136 | 2,567 | 120,452 | 4,549 |
In the six months ended June 30th 2022, the amount of purchase transactions with an entity jointly controlled through Grupa Azoty PUŁAWY was PLN 1,365 thousand.
In the six months ended June 30th 2021, the amount of purchase transactions with an entity jointly controlled through Grupa Azoty PUŁAWY was PLN 1,482 thousand, while payables to the entity amounted to PLN 173 thousand.
In the six months ended June 30th 2022, the Company did not grant any loans to related parties. The Company capitalised interest and commission fees on a loan granted to Grupa Azoty POLYOLEFINS. As at June 30th 2022, capitalised interest was PLN 55,235 thousand (December 31st 2021: PLN 34,628 thousand), and capitalised fees as at June 30th 2022 were PLN 5,626 thousand (December 31st 2021: PLN 5,626 thousand).
None.
As at June 30th 2022, the Company presented cash provided to other Grupa Azoty Group companies participating in the cash pooling mechanism as cash equivalents of PLN 429,814 thousand (December 31st 2021: PLN 97,690 thousand), whereas cash received by the Company from other Group companies is presented as short-term borrowings of PLN 1,202,640 thousand as at June 30th 2022 (December 31st 2021: PLN 1,749,843 thousand).
In the six months ended June 30th 2022 and in 2021, the Company did not execute any related-party transactions otherwise than on arm's length terms.
| for the period Jan 1 – Jun 30 2022 (unaudited) |
for the period Jan 1 − Jun 30 2021 (unaudited) |
|
|---|---|---|
| Short-term benefits | 7,165 | 4,991 |
| Termination benefits | - | 360 |
| 7,165 | 5,351 |
| for the period Jan 1 – Jun 30 2022 (unaudited) |
for the period Jan 1 − Jun 30 2021 (unaudited) |
|
|---|---|---|
| Short-term benefits | 1,520 | 987 |
In the period ended June 30th 2022, the Company signed contracts relating to the continuation of ongoing and commencement of new projects. The projects involve mainly the provision of construction, mechanical, electrical, and engineering design services. The most important investment projects underway include:
As at June 30th 2022, the total amount of investment commitments under the contracts was PLN 46,573 thousand (December 31st 2021: PLN 73,368 thousand).
Extension of Individual Contracts with PGNiG S.A.
On July 7th 2022, the Company and its subsidiaries: Grupa Azoty PUŁAWY, Grupa Azoty POLICE, Grupa Azoty KĘDZIERZYN and Grupa Azoty SIARKOPOL (collectively the "Grupa Azoty Group Customers") executed an annex to the Gas Sale Framework Agreement of April 13th 2016 and annexes to Individual Contracts.
As a result of the execution of the annexes to the Individual Contracts, PGNiG will remain the strategic supplier of gas fuel for the Grupa Azoty Group Customers until September 30th 2023.
The total value of the annexes executed with the Azoty Group Customers for the term of extension of the Individual Contracts is estimated at PLN 13.4bn. The pricing formula applied in the Individual Contracts is based on gas market price indices.
On July 20th 2022 the Company entered into an agreement with VSB Holding GmbH of Dresden, Germany, Janusz Franciszek Siemieniec (collectively the "Sellers") and Solarfarm Brzezinka Sp. z o.o. of Wrocław ("Solarfarm") (the Company, the Sellers and Solarfarm are collectively referred to as the "Parties") to conduct negotiations, on an exclusive basis, regarding the potential acquisition of 100% of shares in the share capital of Solarfarm Brzezinka sp. z o.o. (the "Agreement").
The Parties expressed their interest in collaborating on a project to build the Brzezinka solar PV power plant with a capacity of approximately 270 MWp that is being developed by Solarfarm, comprising preparatory, construction and installation work, grid connection, commissioning and potential operation of the power plant (the "PV Project"). Once the Parties have agreed on the target business model and technical and economic parameters and once the conditions precedent agreed upon during negotiations have been met, the PV Project may be acquired by the Company or its subsidiary Grupa Azoty Energia Sp. z o.o. through the acquisition of 100% of the shares in Solarfarm, unless the Parties agree on a different transaction model.
The Agreement sets out the terms and conditions of the negotiations to be conducted by the Parties on an exclusive basis with a view to closing the transaction and defining the terms of the collaboration, as well as the key parameters necessary for closing the transaction and enabling the collaboration, including the financial model and technical and economic parameters of the PV Project, the purchase price of Solarfarm shares, the price payment terms and price adjustment methods, if applicable.
If the transaction is closed, it will significantly contribute to achieving the goals outlined in the part of the Grupa Azoty Strategy 2021–2030 where it provides for the acquisition of own renewable energy sources.
In view of the prevailing market conditions, i.e., growing prices of natural gas and achievable product selling prices which were not sufficient to cover costs to the required extent, the Company and the subsidiaries Grupa Azoty PUŁAWY and Grupa Azoty KĘDZIERZYN decided to temporarily reduce or suspend production on selected process lines.
On July 8th 2022, the Management Board of Grupa Azoty PUŁAWY decided to reduce melamine production, and on August 10th 2022, given the record-high prices of natural gas and declining demand for melamine – to suspend the production of melamine completely until further notice. Obligations to supply melamine under trade contracts, being largely of a short-term nature, will be performed in reliance on the accumulated stocks.
On August 22nd 2022, the Company's Management Board decided to temporarily shut down the units producing nitrogen fertilizers, caprolactam and polyamide 6. The Company continues to produce catalysts, polyamide casings, humic acids, thermoplastic starch and concentrated nitric acid.
During the announced temporary shutdown of production units, investment and repair work is being carried out, including the scheduled overhaul of the Polyamide unit.
On August 22nd 2022, the subsidiary Grupa Azoty PUŁAWY introduced temporary production cuts. The subsidiary reduced its ammonia output to about 10% of capacity. Production activities in the Plastics and Agro Segments has also been halted, with the exception of production of ammonium sulfate from the FGD Plant, NOXy®, Likam and PULNOX®.
During the temporary shutdown of the subsidiary's production units, investment and repair work is being carried out.
On August 23rd 2022, the Management Board of the subsidiary Grupa Azoty KĘDZIERZYN decided to reduce, as of August 24th 2022, the operation of production units to a minimum, i.e., to 43% in the case of the Fertilizers Unit.
The decisions are due to the extraordinary and unprecedented increase in natural gas prices. The current situation in the gas market, which determines the profitability of production activities, is extraordinary and completely beyond the control of the Grupa Azoty Group, and could not have been predicted.
The purpose of the production cuts on certain process lines is to optimise the Group's financial performance. To that end, intensive efforts are being made to sell the existing inventories at prices sufficient to cover production costs and to reduce expenses. In addition, the Group's performance is being affected by sales of products which continue to be manufactured. Also some maintenance tasks were accelerated relative to original plans, which will increase the availability of the plant's capacities in future periods.
The Group companies keep monitoring the level of natural gas prices and conditions prevailing on the buyer market. Given the seasonal nature of the fertilizer market, the production scaledown is not having a material impact on the security of supply for the time being. If the market environment improves to an extent ensuring economically feasible production, the units will be re-started.
On September 20th 2022, the Polish Council of Ministers adopted a draft law on the rules of implementation of business support programmes in view of the situation on the energy market in 2022–2024. Mechanisms proposed to be implemented are intended to partially compensate for the impact of high energy costs on the business and financial performance of enterprises, particularly energy-intensive ones. As at the date of issue of these financial statements, the legislative work was in progress and therefore it was not possible to determine the potential effect of the proposed regulations on the business and financial performance of the Company and its subsidiaries. As at the date of issue of these financial statements, the legislative work was in progress and therefore it was not possible to determine the potential effect of the proposed regulations on the business and financial performance of the Company.
On September 12th 2022, having completed a due diligence and valuation of the business of Zespół Elektrowni Wodnych Niedzica S.A. ("ZEW Niedzica") and considering the Grupa Azoty Group's Strategy for 2021–2030 envisaging, among other things, the Group's transition towards renewable energy sources, the Management Board of the Company decided to request the Polish State Treasury, as the sole shareholder in ZEW Niedzica, to initiate a process leading to its potential acquisition and merger into the Grupa Azoty Group.
The principal business of ZEW Niedzica is the generation of renewable energy from hydropower assets – the pumped-storage hydroelectric power station in Niedzica, and the hydroelectric power plants in Sromowce Wyżne on the Dunajec River, and in Łączany and Smolice on the Vistula River. Their annual electricity output is approximately 100 GWh.
Further steps in the potential transaction and its optimal structure will be subject to specific arrangements with the State Treasury.
On September 19th 2022, following a tender procedure, the Company entered into a framework contract for the purchase of coal with the successful bidder Polska Grupa Importowa Premium Sp. z o.o.
The contract provides for the supply of imported thermal coal. Coal deliveries to be made under the contract will be complementary to other sources of coal used by the Company for energy generation purposes.
The contract has been concluded for an indefinite period and contains general terms and conditions of cooperation related to the supply and offtake of coal. The total value of coal to be delivered in 2022 is estimated at approximately PLN 110m, VAT-exclusive.
Framework contracts for the purchase of coal with Polska Grupa Importowa Premium Sp. z o.o. were also executed by the subsidiaries: Grupa Azoty PUŁAWY, Grupa Azoty POLICE and Grupa Azoty KEDZIERZYN. Coal deliveries to be made under the respective contracts will be complementary to deliveries received by the subsidiaries from their strategic suppliers. The contracts also permit the customers to redirect contracted coal supplies between themselves.
The total value of deliveries to be made by the seller to the subsidiaries in 2022 is estimated at approximately PLN 160m (exclusive of VAT).
The Company may order further deliveries under the contract in the future.
On September 26th 2022, the Company and its subsidiaries signed an annex to the PLN 240m multi-purpose credit facility agreement with PKO BP S.A. Under the annex:
As at the annex date, the following limits and sub-limits were set within the facility limit with effect from September 30th 2022:
The annex to the MPCF agreement is part of a long-term financing package designed to finance general corporate needs and to ensure security of financing for the Group companies through the umbrella nature of limit allocation and actual intra-Group redistribution.
The MPCF agreement as amended by the annex supersedes and consolidates the existing overdraft facility agreements for up to PLN 310m and up to EUR 75m (or its equivalent in USD), both executed with PKO BP, expiring on September 30th 2022.
For detailed information on the annex to the multi-purpose credit facility agreement, refer to Current Report No. 30/2022 of September 26th 2022.
On September 26th 2022, the Company and the Group companies executed a new PLN, EUR and USD physical cash pooling agreement with PKO BP S.A. with a term running until September 30th 2025.
The CPR agreement supersedes and consolidates the existing PLN physical cash pooling agreement and the PLN, EUR and USD physical cash pooling agreement, both executed with PKO BP S.A., expiring on September 30th 2022.
For detailed information on the physical cash pooling agreement, refer to Current Report No. 30/2022 of September 26th 2022.
Signed with qualified electronic signature
……………………………… Tomasz Hinc Mariusz Grab President of the Management Board Vice President of the Management Board
Signed with qualified electronic signature
……………………………… Filip Grzegorczyk, PhD Tomasz Hryniewicz
Signed with qualified electronic signature
……………………………… Grzegorz Kądzielawski, PhD Marek Wadowski
Signed with qualified electronic signature
……………………………… Zbigniew Paprocki Member of the Management Board Director General
Person responsible for maintaining accounting records
Signed with qualified electronic signature
……………………………… Piotr Kołodziej Head of the Corporate Finance Department
Tarnów, September 28th 2022
Signed with qualified electronic signature ………………………………
Signed with qualified electronic signature
……………………………… Vice President of the Management Board Vice President of the Management Board
Signed with qualified electronic signature
……………………………… Vice President of the Management Board Vice President of the Management Board
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