Quarterly Report • Nov 9, 2021
Quarterly Report
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Consolidated quarterly report for Q3 2021
| Introduction 3 Information on the report3 Definitions and abbreviations3 Forward looking statements8 Forward looking statements relating to risk factors 8 Selected consolidated financial data 10 Selected standalone financial data 11 Description of the business of the Arctic Paper Group 13 General information 13 Capital Group structure14 Changes in the capital structure of the Arctic Paper Group 14 Shareholding structure14 Summary of the consolidated financial results 16 Selected items of the consolidated profit and loss account16 Selected items of the consolidated statement of financial position 20 Selected items of the consolidated statement of cash flow23 Summary of standalone financial results 24 Selected items of the standalone income statement24 Selected items of the standalone statement of financial position 26 Selected items of the standalone statement of cash flow 27 Relevant information and factors affecting the financial results and the assessment of the financial standing 28 Key factors affecting the performance results 28 Unusual events and factors 29 Impact of changes in Arctic Paper Group's structure on the financial result 29 Other material information 29 Information on market trends33 Factors influencing the financial results in the perspective of the next quarter 34 Risk factors 35 Supplementary information 36 The Management Board position on the possibility to achieve the projected financial results published earlier36 Changes in holdings of the Issuer's shares or rights to shares by persons managing and supervising Arctic Paper S.A. 36 |
Table of contents | 2 |
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| Information on sureties and guarantees 36 |
Material off-balance sheet items...............................................37
| Information on court and arbitration proceedings and | |
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| proceedings pending before public administrative |
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| authorities37 | |
| Information on transactions with related parties executed | |
| on non-market terms and conditions37 |
| Interim abbreviated consolidated financial | ||||
|---|---|---|---|---|
| statements | 39 | |||
| Interim abbreviated consolidated statement of profit and | ||||
| loss | 39 | |||
| Interim | abbreviated | consolidated | statement | of |
| comprehensive income 40 | ||||
| Interim abbreviated consolidated statement of financial | ||||
| position | 41 | |||
| Interim abbreviated consolidated statement of cash flow43 | ||||
| Interim abbreviated consolidated statement of changes in | ||||
| equity | 44 | |||
| Interim abbreviated standalone statement of profit and loss 45 |
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|---|---|---|---|---|
| Interim | abbreviated | standalone comprehensive income 46 |
statement | of |
| position | Interim abbreviated standalone statement of financial 47 |
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| Interim abbreviated standalone statement of cash flow 48 Interim abbreviated standalone statement of changes in |
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| equity | 49 |
| 1. | General information 50 | |
|---|---|---|
| 2. | Composition of the Group51 | |
| 3. | Management and supervisory bodies53 | |
| 4. | Approval of the financial statements53 | |
| 5. | Basis of preparation of the interim abbreviated | |
| consolidated financial statements 54 | ||
| 6. | Significant accounting principles (policies)54 | |
| 7. | Seasonality58 | |
| 8. | Information on business segments 58 | |
| 9. | Dividends proposed to be paid and paid 64 | |
| 10. | Earnings/(loss) per share65 | |
| 11. | Acquisition of a subsidiary company65 | |
| 12. | Interest-bearing loans, borrowings and bonds 65 | |
| 13. | Share capital 67 | |
| 14. | Financial instruments 67 | |
| 15. | Contingent liabilities and contingent assets68 | |
| 16. | Legal claims 68 | |
| 17. | Material events after the end of the reporting | |
| period | 68 | |
This Consolidated Quarterly Report for Q3 2021 was prepared in accordance with the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent (Journal of Laws of 2018, item 757) and a part of the interim abbreviated consolidated financial statements in accordance with International Accounting Standard No. 34.
The Abbreviated Consolidated Financial Statements do not comprise all information and disclosures required in the Annual Consolidated Financial Statements which are subject to mandatory audit and therefore they should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2020.
Certain selected information contained in this report comes from the Arctic Paper Group management accounting system and statistics systems.
This consolidated quarterly report presents data in PLN, and all figures, unless otherwise indicated, are given in thousand PLN.
Unless the context requires otherwise, the following definitions and abbreviations are used in the whole document:
| Arctic Paper, Company, Issuer, Parent Entity, AP | Arctic Paper Spółka Akcyjna with its registered office in Kostrzyn nad Odrą, Poland |
|---|---|
| Capital Group, Group, Arctic Paper Group, AP Group | Capital Group comprised of Arctic Paper Spółka Akcyjna and its subsidiaries as well as joint ventures |
| Arctic Paper Kostrzyn, AP Kostrzyn, APK | Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn nad Odrą, Poland |
| Arctic Paper Munkedals, AP Munkedals, APM | Arctic Paper Munkedals AB with its registered office in Munkedal Municipality, Västra Götaland County, Sweden |
| Arctic Paper Mochenwangen, AP Mochenwangen, APMW Arctic Paper Mochenwangen GmbH with its registered office in Mochenwangen, Germany |
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| Arctic Paper Grycksbo, AP Grycksbo, APG | Arctic Paper Grycksbo AB with its registered office in Kungsvagen, Grycksbo, Sweden |
| Paper mills | Arctic Paper Kostrzyn, Arctic Paper Munkedals, Arctic Paper Grycksbo |
| Arctic Paper Investment AB, API AB | Arctic Paper Investment AB with its registered office in Göteborg, Sweden |
| Arctic Paper Investment GmbH, API GmbH | Arctic Paper Investment GmbH with its registered office in Wolpertswende, Germany |
| Arctic Paper Verwaltungs | Arctic Paper Verwaltungs GmbH with its registered office in Wolpertswende, Germany |
| Arctic Paper Immobilienverwaltungs | Arctic Paper Immobilienverwaltungs GmbH & Co. KG with its registered office in Wolpertswende, Germany |
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|---|---|---|---|---|
| Kostrzyn Group | Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn nad Odrą and EC Kostrzyn Sp. z o.o. with its registered office in Kostrzyn nad Odrą |
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| Mochenwangen Group | Arctic Paper Investment GmbH, Arctic Paper Mochenwangen GmbH, Arctic Paper Verwaltungs GmbH, Arctic Paper Immobilienverwaltungs GmbH & Co.KG |
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| Grycksbo Group | Arctic Paper Grycksbo AB and Arctic Paper Investment AB | |||
| Sales Offices | Arctic Paper Papierhandels GmbH with its registered office in Vienna (Austria) |
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| Arctic Paper Benelux SA with its registered office in Oud-Haverlee (Belgium) |
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| Arctic Paper Danmark A/S with its registered office in Greve (Denmark) |
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| Arctic Paper France SA with its registered office in Paris (France) | ||||
| Arctic Paper Deutschland GmbH with its registered office in Hamburg, (Germany) |
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| Arctic Paper Italia Srl with its registered office in Milan (Italy) | ||||
| Arctic Paper Baltic States SIA with its registered office in Riga (Latvia) |
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| Arctic Paper Norge AS with its registered office in Oslo (Norway) | ||||
| Arctic Paper Polska Sp. z o.o. with its registered office in Warsaw (Poland) |
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| Arctic Paper España SL with its registered office in Barcelona (Spain) |
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| Arctic Paper Finance AB with its registered office in Munkedal (Sweden) |
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| Arctic Paper Schweiz AG with its registered office in Derendingen (Switzerland) |
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| Arctic Paper UK Ltd with its registered office in London (UK) | ||||
| Arctic Power Sp. z o.o. (previously Arctic Paper East Sp. z o.o.) |
Arctic Power Sp. z o.o. with its registered office in Kostrzyn nad Odrą (Poland) |
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| Arctic Paper Finance AB | Arctic Paper Finance AB with its registered office in Göteborg, Sweden |
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| Rottneros, Rottneros AB | Rottneros AB with its registered office in Sunne (Sweden) | |||
| Rottneros Group, Rottneros AB Group | Rottneros AB with its registered office in Söderhamn, Sweden; Rottneros Bruk AB with its registered office in Rottneros, Sweden; Utansjo Bruk AB with its registered office in Söderhamn, Sweden, Vallviks Bruk AB with its registered office in Vallvik, Sweden; Rottneros Packaging AB with its registered office in Sunne, |
| Sweden; SIA Rottneros Baltic with its registered office in Kuldiga, Latvia; since 1 January 2020 – Nykvist Skogs AB with its registered office in Gräsmark, Sweden |
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|---|---|---|---|---|
| Pulp mills | Rottneros Bruk AB with its registered office in Rottneros, Sweden; Vallviks Bruk AB with its registered office in Vallvik, Sweden |
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| Rottneros Purchasing Office | SIA Rottneros Baltic with its registered office in Kuldiga, Latvia | |||
| Office Kalltorp | Kalltorp Kraft Handelsbolaget with its registered office in Trollhattan, Sweden |
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| Nemus Holding AB | Nemus Holding AB with its registered office in Göteborg, Sweden | |||
| Thomas Onstad | The Issuer's core shareholder, holding directly and indirectly over 50% of shares in Arctic Paper S.A.; a member of the Issuer's Supervisory Board |
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| Management Board, Issuer's Management Board, Company's Management Board, Group's Management Board |
Management Board of Arctic Paper S.A. | |||
| Supervisory Board, Issuer's Supervisory Board, Company's Supervisory Board, Group's Supervisory Board, SB |
Supervisory Board of Arctic Paper S.A. | |||
| AGM, GM, Issuer's General Meeting, Company's General Meeting |
Annual General Meeting of Arctic Paper S.A. | |||
| EGM, Extraordinary General Meeting, Issuer's Extraordinary General Meeting, Company's Extraordinary General Meeting |
Extraordinary General Meeting of Arctic Paper S.A. | |||
| Articles of Association, Issuer's Articles of Association, Company's Articles of Association |
Articles of Association of Arctic Paper S.A. | |||
| SEZ | Kostrzyńsko-Słubicka Special Economic Zone | |||
| Court of Registration | District Court Poznań-Nowe Miasto i Wilda in Poznań | |||
| Warsaw Stock Exchange, WSE | Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna | |||
| KDPW, Depository | Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna with its registered office in Warsaw |
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| PFSA | Polish Financial Supervision Authority | |||
| SFSA | Swedish Financial Supervisory Authority, equivalent to PFSA | |||
| NASDAQ in Stockholm, Nasdaq | Stock Exchange in Stockholm, Sweden | |||
| CEPI | Confederation of European Paper Industries | |||
| EURO-GRAPH | The European Association of Graphic Paper Producers | |||
| Eurostat | European Statistical Office | |||
| GUS | Central Statistical Office of Poland | |||
| NBSK | Northern Bleached Softwood Kraft | |||
| BHKP | Bleached Hardwood Kraft Pulp |
| Sales profit margin | Ratio of gross profit (loss) on sales to sales revenues from continuing operations |
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|---|---|---|---|
| EBIT | Profit on continuing operating activities | ||
| EBIT profitability, operating profitability, operating profit margin |
Ratio of operating profit (loss) to sales revenues from continuing operations |
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| EBITDA | Operating profit from continuing operations plus depreciation and amortisation and impairment allowances |
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| EBITDA profitability, EBITDA margin | Ratio of operating profit plus depreciation and amortisation and impairment allowances of assets to sales revenues from continuing operations |
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| Gross profit margin | Ratio of gross profit (loss) to sales revenues from continuing operations |
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| Sales profitability ratio, net profit margin | Ratio of net profit (loss) to sales revenues | ||
| Return on equity, ROE | Ratio of net profit (loss) to equity income | ||
| Return on assets, ROA | Ratio of net profit (loss) to total assets | ||
| EPS | Earnings Per Share, ratio of net profit to the weighted average number of shares |
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| BVPS | Book Value Per Share, Ratio of book value of equity to the number of shares |
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| Debt-to-equity ratio | Ratio of total liabilities to equity | ||
| Equity to fixed assets ratio | Ratio of equity to fixed assets | ||
| Interest-bearing debt-to-equity ratio | Ratio of interest-bearing debt and other financial liabilities to equity |
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| Net debt-to-EBITDA ratio | Ratio of interest-bearing debt minus cash to EBITDA from continuing operations |
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| EBITDA-to-interest coverage ratio | Ratio of EBITDA to interest expense from continuing operations | ||
| Current ratio | Ratio of current assets to short-term liabilities | ||
| Quick ratio | Ratio of current assets minus inventory and short-term accruals and deferred income to short-term liabilities |
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| Acid test ratio | Ratio of total cash and cash equivalents to short-term liabilities | ||
| DSI | Days Sales of Inventory, ratio of inventory to cost of sales multiplied by the number of days in the period |
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| DSO | Days Sales Outstanding, ratio of trade receivables to sales revenues from continuing operations multiplied by the number of days in the period |
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| DPO | Days Payable Outstanding, Ratio of trade payables to cost of sales from continuing operations multiplied by the number of days in the period |
Arctic Paper Capital Group/ Consolidated quarterly report for Q3 2021 7 Introduction
| Operating cycle | DSI + DSO | |||
|---|---|---|---|---|
| Cash conversion cycle | Operating cycle – DPO | |||
| FY | Financial year | |||
| Q1 | 1st quarter of the financial year | |||
| Q2 | 2nd quarter of the financial year | |||
| Q3 | 3rd quarter of the financial year | |||
| Q4 | 4th quarter of the financial year | |||
| H1 | First half of the financial year | |||
| H2 | Second half of the financial year | |||
| YTD | Year-to-date | |||
| Like-for-like, LFL | Analogous, with respect to operating result. | |||
| p.p. | Percentage point, difference between two amounts of one item given in percentage |
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| PLN, zł, złoty | Monetary unit of the Republic of Poland | |||
| gr | grosz – 1/100 of one zloty (the monetary unit of the Republic of Poland) |
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| Euro, EUR | Monetary unit of the European Union | |||
| GBP | Pound sterling, monetary unit of the United Kingdom | |||
| SEK | Swedish Krona – monetary unit of the Kingdom of Sweden | |||
| USD | United States dollar, the legal tender in the United States of America |
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| IAS | International Accounting Standards | |||
| IFRS | International Financial Reporting Standards | |||
| IFRS EU | International Financial Reporting Standards endorsed by the European Union |
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| GDP | Gross Domestic Product |
Arctic Paper Capital Group/ Consolidated quarterly report for Q3 2021 8 Introduction
| Series A Shares | 50,000 Shares of Arctic Paper S.A. A series ordinary shares of PLN 1 each |
|---|---|
| Series B Shares | 44,253,500 Shares of Arctic Paper S.A. B series ordinary shares of PLN 1 each |
| Series C Shares | 8,100,000 Shares of Arctic Paper S.A. C series ordinary shares of PLN 1 each |
| Series E Shares | 3,000,000 Shares of Arctic Paper S.A. E series ordinary shares of PLN 1 each |
| Series F Shares | 13,884,283 Shares of Arctic Paper S.A. F series of the nominal value of PLN 1 each |
| Shares, Issuer's Shares | Series A, Series B, Series C, Series E, and Series F Shares jointly |
The information contained in this report which does not relate to historical facts relates to forward looking statements. Such statements may, in particular, concern the Group's strategy, business development, market projections, planned investment outlays, and future revenues. Such statements may be identified by the us e of expressions pertaining to the future such as, e.g., "believe", "think", "expect", "may", "will", "should", "is expected", "is assumed", and any negations and grammatical forms of these expressions or similar terms. The statements contained in this rep ort concerning matters which are not historical facts should be treated only as projections subject to risk and uncertainty. Forward -looking statements are inevitably based on certain estimates and assumptions which, although our management finds them rati onal, are naturally subject to known and unknown risks and uncertainties and other factors that could cause the actual results to differ materially from the historical results or the projections. For this reason, we cannot assure that any of the events pro vided for in the forward-looking statements will occur or, if they occur, about their impact on the Group's operating activity or financial situation. When evaluating the information presented in this report, one should not rely on such forward -looking statements, which are stated only as at the date they are expressed. Unless legal regulations contain detailed requirements in this respect, the Group shall not be obliged to update or verify those forward-looking statements in order to provide for new developments or circumstances. Furthermore, the Group is not obliged to verify or to confirm the analysts' expectations or estimates, except for those required by law.
In this report we described the risk factors that the Management Board of our Group considers specific to the sector we operate in; however, the list may not be exhaustive. Other factors may arise that have not been identified by us and that could have material and adverse impact on the business, financial condition, results on operations or prospects of the Arctic Paper Group. In such circumstances, the price of the shares of the Company listed at the Warsaw Stock Exchange or at NASDAQ in Stockholm may decrease, investors may lose their invested funds in whole or in part and the potential dividend disbursement by the Company may be limited.
We ask you to perform a careful analysis of the information disclosed in "Risk factors" of this report – the section contains a description of risk factors and uncertainties related to the business of the Arctic Paper Group.
Arctic Paper Capital Group/ Consolidated quarterly report for Q3 2021 9
| Period from 01.01.2021 to 30.09.2021 |
Period from 01.01.2020 to 30.09.2020 |
Period from 01.01.2021 to 30.09.2021 |
Period from 01.01.2020 to 30.09.2020 |
|
|---|---|---|---|---|
| PLN '000 | PLN '000 | EUR '000 | EUR '000 | |
| Continuing operations | ||||
| Sales revenues | 2 459 029 | 2 132 784 | 540 548 | 482 084 |
| Operating profit (loss) | 170 481 | 163 028 | 37 475 | 36 850 |
| Gross profit (loss) | 151 172 | 138 807 | 33 231 | 31 375 |
| Net profit (loss) for the period | 121 230 | 118 418 | 26 649 | 26 767 |
| Net profit / (loss) attributable to the shareholders of the Parent Entity | 84 309 | 109 861 | 18 533 | 24 832 |
| Net cash flows from operating activities | 105 318 | 187 557 | 23 151 | 42 394 |
| Net cash flows from investing activities | (103 066) | (107 621) | (22 656) | (24 326) |
| Net cash flows from financing activities | (108 605) | (86 016) | (23 874) | (19 443) |
| Change in cash and cash equivalents | (106 353) | (6 080) | (23 379) | (1 374) |
| Weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| EPS (in PLN/EUR) | 1.22 | 1.59 | 0.27 | 0.36 |
| Diluted EPS (in PLN/EUR) | 1.22 | 1.59 | 0.27 | 0.36 |
| Mean PLN/EUR exchange rate* | 4.5491 | 4.4241 | ||
| As at 30 September |
As at 31 December |
As at 30 September |
As at 31 December |
|
| 2021 | 2020 | 2021 | 2020 | |
| PLN '000 | PLN '000 | EUR '000 | EUR '000 | |
| Assets | 2 296 582 | 2 136 646 | 495 712 | 462 999 |
| Long-term liabilities | 457 119 | 464 596 | 98 668 | 100 675 |
| Short-term liabilities | 686 294 | 639 016 | 148 135 | 138 471 |
| Equity | 1 153 170 | 1 033 033 | 248 909 | 223 852 |
| Share capital | 69 288 | 69 288 | 14 956 | 15 014 |
| Number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Book value per share (in PLN/EUR) | 16.64 | 14.91 | 3.59 | 3.23 |
| Diluted book value per share (in PLN/EUR) | 16.64 | 14.91 | 3.59 | 3.23 |
| Declared or paid dividend (in PLN/EUR) | 20 786 334.90 | - | 4 486 679 | - |
* – Profit and loss and cash flow statement items have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing in the period that the presented data refers to.
Declared or paid dividend per share (in PLN/EUR) 0.30 - 0.06 - PLN/EUR exchange rate at the end of the period** - - 4.6329 4.6148
** – Balance sheet items and book value per share have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing on the balance sheet date.
| Period from 01.01.2021 to 30.09.2021 PLN '000 |
Period from 01.01.2020 to 30.09.2020 PLN '000 |
Period from 01.01.2021 to 30.09.2021 EUR '000 |
Period from 01.01.2020 to 30.09.2020 EUR '000 |
|
|---|---|---|---|---|
| Sales revenues | 54 627 | 32 094 | 11 961 | 7 254 |
| Operating profit (loss) | 34 955 | 12 737 | 7 654 | 2 879 |
| Gross profit (loss) | 26 142 | 4 396 | 5 724 | 994 |
| Net profit (loss) from continuing operations | 26 142 | 4 396 | 5 724 | 994 |
| Net profit (loss) for the financial year | 26 142 | 4 396 | 5 724 | 994 |
| Net cash flows from operating activities | (58 177) | 41 810 | (12 739) | 9 450 |
| Net cash flows from investing activities | - | - | - | - |
| Net cash flows from financing activities | 39 178 | (48 638) | 8 578 | (10 994) |
| Change in cash and cash equivalents | (18 999) | (6 828) | (4 160) | (1 543) |
| Weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| EPS (in PLN/EUR) | 0,38 | (0,11) | 0,08 | (0,03) |
| Diluted EPS (in PLN/EUR) | 0,38 | (0,11) | 0,08 | (0,03) |
| Mean PLN/EUR exchange rate* | 4,5670 | 4,4241 | ||
| As at 30 September 2021 PLN '000 |
As at 31 December 2020 PLN '000 |
As at 30 September 2021 EUR '000 |
As at 31 December 2020 EUR '000 |
|
| Assets | 865 005 | 882 117 | 186 709 | 191 150 |
| Long-term liabilities | 119 155 | 31 049 | 25 719 | 6 728 |
| Short-term liabilities | 167 398 | 280 472 | 36 133 | 60 777 |
| Equity | 578 453 | 570 595 | 124 858 | 123 644 |
| Share capital | 69 288 | 69 288 | 14 956 | 15 014 |
| Number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Book value per share (in PLN/EUR) | 8.35 | 8.24 | 1.80 | 1.78 |
| Diluted book value per share (in PLN/EUR) | 8.35 | 8.24 | 1.80 | 1.78 |
| Declared or paid dividend (in PLN/EUR) | 20 786 335 | - | 4 486 679 | - |
| Declared or paid dividend per share (in PLN/EUR) | 0.30 | - | 0.06 | - |
| PLN/EUR exchange rate at the end of the period** | - | - | 4.6329 | 4.6148 |
* – Profit and loss and cash flow statement items have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing in the period that the presented data refers to.
** – Balance sheet items and book value per share have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing on the balance sheet date.
Management Board's Report from operations of the Arctic Paper Capital Group and of Arctic Paper S.A.
Arctic Paper Capital Group/ Consolidated quarterly report for Q3 2021 12
Management Board's Report
to the report for Q3 2021
The Arctic Paper Group is a leading European producer in terms of production volume of bulky book paper, offering a broad range of products in the segment and one of the leading producers of high -quality graphic paper in Europe. The Group produces numerous types of uncoated and coated wood-free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the advertising industry. In connection with acquisition of the Rottneros Group in December 2012, the Group's assortment was expanded with the production of pulp. As on the day hereof, the Arctic Paper Group employs app. 1,500 people in its Paper Mills, Pulp Mills, companies dealing in paper distribution and sales, a company dealing in timber procurement for pulp production and in a company of forest owners. Our paper mills are located in Poland and Sweden and have total production capacity of more than 685,000 metric tonnes of paper per year. The Pulp Mills are located in Sweden and have total production capacity of 400,000 tonnes of pulp per year. The Group has thirteen offices which handle distribution and marketing of products offered by the Group providing access to all European markets, including Central and Eastern Europe. Our consolida ted sales revenues for three quarters of 2021 amounted to PLN 2,459 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Zielona Góra, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
The principal business of the Arctic Paper Group is production and sales of paper and pulp.
The Group's additional business, partly subordinate to paper and pulp production, covers:
As on 30 September 2021, as well as on the day hereof, the Group owned the following Paper Mills:
As on 30 September 2021, as well as on the day hereof, the Group owned the following Pulp Mills:
The product assortment of the Arctic Paper Group covers:
A detailed description of the Group's assortment is included in the consolidated annual report for 2020.
The Arctic Paper Capital Group comprises Arctic Paper S.A., as the Parent Entity, and its subsidiaries, as well as joint ventures. Since 23 October 2009, Arctic Paper S.A. has been listed on the primary market of the Warsaw Stock Exchange and since 20 December 2012 in the NASDAQ stock exchange in Stockholm. The Group operates through its Paper mills and Pulp mills with its subsidiary producing packaging, a company of forest owners as well as Sales Offices and Procurement Offices.
Details on the organisation of the Capital Group of Arctic Paper S.A. along with identification of the consolidated entities are specified in note 2 in the abbreviated consolidated financial statements, further below in this quarterly report.
On 1 January 2020, the Company, via Rottneros AB acquired control over Nykvist Skogs AB, a company grouping private owners of forests in Sweden. The transaction provided a broader access to raw materials over a long -term horizon.
In Q3 2021, no other changes in the capital structure of the Arctic Paper Group occurred.
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 30 September 2021) 40,381,449 shares of our Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at Annual General Meetings. Thus Nemus Holding AB is the Parent Entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares r epresenting 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S. A. as at 30 September 2021 was 68.13% and has not changed until the date hereof.
| Share in the | Share in the total | |||
|---|---|---|---|---|
| Number of | share capital | Number of | number of votes | |
| Shareholder | shares | [%] | votes | [%] |
| Thomas Onstad | 47 205 107 | 68.13% | 47 205 107 | 68.13% |
| - indirectly via | 40 981 449 | 59.15% | 40 981 449 | 59.15% |
| Nemus Holding AB | 40 381 449 | 58.28% | 40 381 449 | 58.28% |
| other entity | 600 000 | 0.87% | 600 000 | 0.87% |
| - directly | 6 223 658 | 8.98% | 6 223 658 | 8.98% |
| Other | 22 082 676 | 31.87% | 22 082 676 | 31.87% |
| Total | 69 287 783 | 100.00% | 69 287 783 | 100.00% |
| Treasury shares | - | 0.00% | - | 0.00% |
| Total | 69 287 783 | 100.00% | 69 287 783 | 100.00% |
The data in the above tables is shown as at the date of publication of this report, the status has not changed from the date of publication of the 2021 semi-annual report and as at 30 September 2021.
| PLN '000 | Q3 2021 |
Q2 2021 |
Q3 2020 |
YTD 2021 |
YTD 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
Change % YTD 2021/ YTD 2020 |
|---|---|---|---|---|---|---|---|---|
| Continuing operations | ||||||||
| Sales revenues | 889 656 | 786 561 | 702 836 | 2 459 029 | 2 132 784 | 13.1 | 26.6 | 15.3 |
| of which: | ||||||||
| Sales of paper Sales of pulp |
644 963 244 694 |
526 781 259 780 |
491 860 210 976 |
1 719 083 739 946 |
1 483 413 649 371 |
22.4 (5.8) |
31.1 16.0 |
15.9 13.9 |
| Profit on sales | 182 488 | 170 754 | 149 468 | 505 582 | 444 003 | 6.9 | 22.1 | 13.9 |
| % of sales revenues | 20.51 | 21.71 | 21.27 | 20.56 | 20.82 | (1.2) p.p. | (0.8) p.p. | (0.3) p.p. |
| Selling and distribution costs | (98 547) | (90 516) | (84 587) | (280 780) | (251 155) | 8.9 | 16.5 | 11.8 |
| Administrative expenses | (23 164) | (28 773) | (16 531) | (71 832) | (55 339) | (19.5) | 40.1 | 29.8 |
| Other operating income | 20 709 | 13 041 | 17 229 | 46 276 | 51 433 | 58.8 | 20.2 | (10.0) |
| Other operating expenses | (8 712) | (9 982) | (6 445) | (28 765) | (25 913) | (12.7) | 35.2 | 11.0 |
| EBIT | 72 773 | 54 525 | 59 132 | 170 481 | 163 028 | 33.5 | 23.1 | 4.6 |
| % of sales revenues | 8.18 | 6.93 | 8.41 | 6.93 | 7.64 | 1.2 p.p. | (0.2) p.p. | (0.7) p.p. |
| EBITDA | 102 099 | 84 175 | 86 412 | 258 507 | 246 263 | 21.3 | 18.2 | 5.0 |
| % of sales revenues | 11.48 | 10.70 | 12.29 | 10.51 | 11.55 | 0.8 p.p. | (0.8) p.p. | (1.0) p.p. |
| Financial income | 333 | (847) | (81) | 2 070 | 632 | (139.3) | (511.6) | 227.6 |
| Financial expenses | (7 032) | (7 476) | (8 678) | (21 379) | (24 853) | (5.9) | (19.0) | (14.0) |
| Gross profit (loss) | 66 074 | 46 201 | 50 373 | 151 172 | 138 807 | 43.0 | 31.2 | 8.9 |
| Income tax | (12 713) | (10 601) | (5 017) | (29 942) | (20 389) | 19.9 | 153.4 | 46.9 |
| Net profit (loss) | 53 361 | 35 600 | 45 357 | 121 230 | 118 418 | 49.9 | 17.6 | 2.4 |
| % of sales revenues | 6.00 | 4.53 | 6.45 | 4.93 | 5.55 | 1.5 p.p. | (0.5) p.p. | (0.6) p.p. |
| Net profit / loss attributable to the shareholders of the Parent Entity |
36 843 | 18 372 | 44 457 | 84 309 | 109 861 | 100.5 | (17.1) | (23.3) |
The third quarter was a strong quarter: Arctic Paper's revenues increased to PLN 889.7 million (702.8 million) with EBITDA of PLN 102.1 million (86.4 million). While the balance between paper and pulp has changed in favor of pulp, the consolidated result once again proves the advantage of combining the two segments. Our financial position remains strong with a net debt / EBITDA ratio of 0.66 (0.48).
We meet strong demand in the pulp and paper markets and our order books are full for the next two months. Paper s egment sales increased to PLN 645.0 million (491.9 million) while EBITDA decreased to PLN 46.3 million (69.7 million) due to higher production costs. We have raised our prices to compensate for the effects of higher prices on raw materials, energy and transport. We are also facing logistics challenges related to the limited availability of means of transport. Production capacity utilization reached a record high of 99% (83) with production and sales of 169,000 tons (143,000 tons) which is above the pre-pandemic level.
For Rottneros – the pulp segment – the revenues for the third quarter increased by 12 percent to SEK 570 million (508 million) with an EBITDA result of SEK 130 million (33 million). The production volume for the period was 92 200 tons (110 200 tons) due to a planned maintenance stop that did not take place during the comparable period 2020. Pulp prices have stabilized on a high level, and we see a strong demand.
After the period, we presented our new Group strategy for 2030. The 4P strategy poin ts in the direction of a more resilient, diversified and fast-growing business with better margins and higher profitability. By building on synergies and competencies from the two existing segments - paper and pulp, which will be further developed - we add packaging and power. With the new strategy, the goal is to increase EBITDA by 70 percent and the EBITDA margin to 15 percent by 2030. Total investments are planned to exceed PLN 1.5 billion for the period 2022-2030, and the Group will reach carbon neutral ity at latest 2035.
Arctic growth will be built on four pillars: paper, pulp, packaging, and power. A first step in this direction was taken at t he end of October when Arctic Paper and Rottneros signed a letter of intent to develop a molded tray factory in Arctic Paper's premises in Kostrzyn. The joint venture is planned to be fully operational by the end of 2023 and is expected to generate an annual income of EUR 9-11 million. The investment is expected to be EUR 12-15 million and the planned production of 60-80 million sustainable fiber trays that can withstand heat is excellent for the rapidly growing market for ready -to-eat food.
The new strategy shows us the direction for the future. Given that and our strong consolidated results, I feel confident that we are heading in the right direction.
In Q3 2021, the consolidated sales revenues amounted to PLN 889,656 thousand (sales of paper: PLN 644,963 thousand, pulp sales: PLN 244,694 thousand, as compared to PLN 702,836 thousand (sales of paper: PLN 491,860 thousand, while sales of pulp generated PLN 210,976 thousand in the equivalent period of last year. That means an increase by PLN 186,820 thousand (increase of paper sales: PLN 153,103 thousand, increase of pulp sales: PLN 33,718 thousand, and by +26.6% respectively (paper sales: +31.1%, pulp sales: +16.0%).
In the first nine months of 2021, the sales revenues amounted to PLN 2,459,029 thousand (sales of paper: PLN 1,719,083 thousand, pulp sales: PLN 739,946 thousand, as compared to PLN 2,132,784 thousand (sales of paper: PLN 1,483,413 thousand, pulp sales: PLN 649,371 thousand, generated in the equivalent period of last year. That means an increase of revenues by PLN 326,245 thousand (increase of paper sales by PLN 235,670 thousand, increase of pulp sales by PLN 90,575 thousand, and by +15.3% respectively (paper sales: +15.9%, pulp sales: +13.9%).
Paper sales volume in Q3 2021 amounted to 169 thousand tonnes compared to 143 thousand tonnes in the same period of last year. The change represents an increase of 26 thousand tonnes and by +18.2% respe ctively. Pulp sales volume in Q3 2021 amounted to 89 thousand tonnes compared to 103 thousand tonnes in the equivalent period of last year. The change represents a decrease of 14 thousand tonnes and by -14.4% respectively.
Paper sales volume in the first three quarters of 2021 amounted to 479 thousand tonnes compared to 429 thousand tonnes in the equivalent period of last year. The change represents an increase of 50 thousand tonnes and by +11.7% respectively. Pulp sales volumes in the first three quarters of 2021 and 2020 amounted to 299,000 tonnes.
In Q3 2021, profit on sales amounted to PLN 182,488 thousand It was 22.1% higher than in the equivalent period of la st year and 6.9% higher than in the previous quarter of 2021. Sales profit margin in the current quarter stood at 20.51% compared to 21.27% (-0.8 p.p.) in the equivalent period of last year and 21.71% (-1.2 p.p.) in the previous quarter. The main reason for the increase in the specific profit on sales in Q3 2021, compared to the same period of last year and the previous quarter, was the increase in revenues from the sale of paper and pulp (the increase in the sales prices of paper and pulp converted to PLN and the increase in the volume of paper sales). The main reason for the decrease in sales profit margin in Q3 2021 compared to the equivalent period of last year and the previous quarter was higher production costs including pulp costs for paper production than the increase in sales revenue mainly for paper.
For three quarters of 2021, profit on sales amounted to PLN 505,582 thousand and was by 13.9% higher than in the equivalent period of last year. Sales profit margin in the period stood at 20.56% compar ed to 20.82% (-0.3 p.p.) in the equivalent period of last year. The reasons for the changes are the same as for the changes in Q3 2021 versus the equivalent period of last year and the previous quarter 2021.
In Q3 2021, the selling and distribution costs amounted to PLN 98,547 thousand, This represents an increase of 16.5% compared to the costs incurred in Q3 2020 and an increase of 8.9% compared to the previous quarter.
In three quarters of 2021, the selling and distribution costs amounted to PLN 280,780 thousand, which was an increase by 11.8% compared to the costs incurred in the equivalent period of 2020. The selling and distribution costs include primarily costs of transport of finished products to counterparties.
In Q3 2021, the administrative expenses amounted to PLN 23,164 thousand as compared to PLN 16,531 thousand in the equivalent period of 2020 (increase by 40.1%) and compared to PLN 28,773 thousand in the preceding quarter (decrease by 19.5%). The administrative expenses are composed primarily of the costs of advisory and administrative services in the Group.
In three quarters of 2021, the administrative expenses amounted to PLN 71,832 thousand as compared to PLN 55,339 thousand in the equivalent period of 2020, which was an increase by 29.8%. The main reason of the increase were higher costs related to consulting services rendered to the Group by third parties.
Other operating income amounted to PLN 20,709 thousand in Q3 2021, as compared to PLN 17,229 thousan d in Q3 2020 and PLN 13,041 thousand in the previous quarter of 2021. Other operating income consisted mainly of revenues from heat and electricity sales as well as sales revenues from other materials and CO2 emission rights. The higher value of other operating income in the current period was mainly due to the receipt of compensation for a total of PLN 8,299 thousand.
Other operating income amounted to PLN 46,276 thousand for three quarters of 2021, which was a decrease as compared to the equivalent period of last year by PLN 5,157 thousand. The lower other operating income was due to lower sales of CO2 emission rights and other materials.
In Q3 2021, the other operating expenses amounted to PLN 8,712 thousand as compared to PLN 6,445 thousand in Q3 202 0 and PLN 9,982 thousand in the previous quarter.
Other operating expenses amounted to PLN 28,765 thousand for three quarters of 2021, which was an increase as compared to the equivalent period of last year by PLN 2,852 thousand.
The other operating expenses comprised mainly the costs of electricity and heat sales as well as the costs of other materials sold.
Financial income in Q3 2021 amounted to PLN 333 thousand as compared to PLN -81 thousand in Q3 2020 and PLN -847 thousand in the previous quarter of 2021.
In the first nine months 2021, the financial income amounted to PLN 2,070 thousand, while in the equivalent period in 2020 it was PLN 632 thousand. The higher financial income for the three qua rters of 2021 was due to FX gains.
In Q3 2021, financial expenses amounted to PLN 7,032 thousand as compared to PLN 8,678 thousand incurred in Q3 2020 and PLN 7,476 thousand in the previous quarter.
Financial expenses for three quarters of 2021 amounted to PLN 21,379 thousand as compared to PLN 24,853 thousand incurred for three quarters of 2020. The higher financial expenses for the three quarters of 2020 were primarily due to FX losses.
In Q3 2021, income tax amounted to PLN
-12,713 thousand while in the equivalent period in 2020 it was PLN -5,017 thousand and PLN -10,601 thousand in the previous quarter.
The current portion of income tax in the analysed quarter of 2021 amounted to PLN -12,802 thousand, while the deferred portion to PLN +90 thousand. In Q3 of last year, the amount was PLN -4,437 thousand and PLN -580 thousand and PLN - 9,299 thousand and PLN -1,302 thousand in the previous quarter respectively.
For three quarters of 2021, income tax amounted to PLN -29,942 thousand while in the equivalent period in 2020 it was PLN -20,389 thousand.
The current portion of income tax in the analysed three quarters of 2021 amounted to PLN -26,612 thousand, while the deferred portion to PLN -3,330 thousand. In the equivalent quarters of last year, the amount was PLN -13,692 thousand and PLN -6,697 thousand respectively.
In Q3 2021, the result on continuing operations amounted to PLN 72,773 thousand as compared to PLN 59,132 thousand in the equivalent period of last year and PLN 54,525 thousand in the previous quarter. These changes represent a decrease in the operating profit margin from +8.4% in Q3 2020 to +8.2% in Q3 of this year and an increase in the operating profit margin from +6.9% in the previous quarter.
For three quarters of 2021, the result on continuing operations amounted to PLN 170,481 thousand as compared to PLN 163,028 thousand in the equivalent period of last year. The changes resulted in a decreas e of operational profit margin from +7.6% for three quarters of 2020 to +6.9% for three quarters of this year.
EBITDA in Q3 2021 was PLN 102,099 thousand, while in the equivalent period in 2020 it was PLN 86,412 thousand and PLN 84,175 thousand in the previous quarter. In the reporting period, the EBITDA margin stood at 11.5%, compared to 12.3% in the corresponding period of 2020 and 10.7% in the previous quarter.
EBITDA for three quarters of 2021 was PLN 258,507 thousand, while in the equivalent period i n 2020 it was PLN 246,263 thousand. In the reporting period, the EBITDA margin was 10.5% compared to 11.6% in the equivalent period of 2020.
In the current quarter of 2021, net profit amounted to PLN 53,361 thousand as compared to the net profit of PLN 45 ,357 thousand in Q3 2020 and PLN 35,600 thousand in the previous quarter.
In three quarters of 2021, net profit amounted to PLN 121,230 thousand as compared to the net profit of PLN 118,418 thousand in three quarters of 2020.
| PLN '000 | Q3 2021 |
Q2 2021 |
Q3 2020 |
YTD 2021 |
YTD 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
Change % YTD 2021/ YTD 2020 |
|---|---|---|---|---|---|---|---|---|
| Profit (loss) on sales | 182 488 | 170 754 | 149 468 | 505 582 | 444 003 | 6.9 | 22.1 | 13.9 |
| % of sales revenues | 20.51 | 21.71 | 21.27 | 20.56 | 20.82 | (1.2) p.p. | (0.8) p.p. | (0.3) p.p. |
| EBITDA | 102 099 | 84 175 | 86 412 | 258 507 | 246 263 | 21.3 | 18.2 | 5.0 |
| % of sales revenues | 11.48 | 10.70 | 12.29 | 10.51 | 11.55 | 0.8 p.p. | (0.8) p.p. | (1.0) p.p. |
| EBIT | 72 773 | 54 525 | 59 132 | 170 481 | 163 028 | 33.5 | 23.1 | 4.6 |
| % of sales revenues | 8.18 | 6.93 | 8.41 | 6.93 | 7.64 | 1.2 p.p. | (0.2) p.p. | (0.7) p.p. |
| Net profit (loss) | 53 361 | 35 600 | 45 357 | 121 230 | 118 418 | 49.9 | 17.6 | 2.4 |
| % of sales revenues | 6.00 | 4.53 | 6.45 | 4.93 | 5.55 | 1.5 p.p. | (0.5) p.p. | (0.6) p.p. |
| Return on equity / ROE (%) | 4.6 | 3.3 | 4.6 | 10.5 | 12.1 | 1.3 p.p. | (0.0) p.p. | (1.6) p.p. |
| Return on assets / ROA (%) | 2.3 | 1.6 | 2.1 | 5.3 | 5.6 | 0.7 p.p. | 0.2 p.p. | (0.3) p.p. |
The return on equity was 4.6% in Q3 2021, (10.5% for the three quarters of 2021), while it reached 4.6% in Q3 2020 and 3.3% in the previous quarter (12.1% for the three quarters of 2020).
The return on assets was 2.3% in Q3 2021 (5.3% for the three quarters of 2021), while it reached 2.1% in Q3 2020 and 1.6% in the previous quarter (5.6% for the three quarters of 2020).
| PLN '000 | 2021-09-30 | 2020-12-31 | 2020-09-30 | Change 30.09.2021 -31.12.2020 |
Change 30.09.2021 -30.09.2020 |
|---|---|---|---|---|---|
| Fixed assets | 1 246 233 | 1 194 503 | 1 132 134 | 51 729 | 114 099 |
| Inventories | 391 816 | 365 491 | 367 297 | 26 325 | 24 520 |
| Receivables | 458 128 | 302 751 | 342 605 | 155 377 | 115 524 |
| trade receivables | 449 071 | 297 543 | 334 248 | 151 528 | 114 823 |
| Other current assets | 54 515 | 18 337 | 11 953 | 36 178 | 42 561 |
| Cash and cash equivalents | 145 891 | 255 563 | 269 835 | (109 673) | (123 945) |
| Total assets | 2 296 582 | 2 136 646 | 2 123 824 | 159 937 | 172 759 |
| Equity | 1 153 170 | 1 033 033 | 977 580 | 120 137 | 175 590 |
| Short-term liabilities | 686 294 | 639 016 | 641 348 | 47 277 | 44 946 |
| of which: | |||||
| trade and other payables | 485 310 | 367 751 | 417 930 | 117 560 | 67 381 |
| interest-bearing debt | 89 528 | 148 426 | 115 781 | (58 897) | (26 253) |
| other non-financial liabilities | 111 455 | 122 840 | 107 637 | (11 385) | 3 818 |
| Long-term liabilities | 457 119 | 464 596 | 504 896 | (7 477) | (47 777) |
| of which: | |||||
| interest-bearing debt | 242 959 | 241 144 | 289 549 | 1 815 | (46 590) |
| other non-financial liabilities | 214 159 | 223 452 | 215 347 | (9 293) | (1 187) |
| Total equity and liabilities | 2 296 582 | 2 136 646 | 2 123 824 | 159 937 | 172 759 |
Due to the change in presentation described in note 6.3 of the quarterly consolidated financial statements , there has been a change in the presentation of the liabilities of the consolidated statement of financial position as at 31 December 2020 and 30 September 2020.
As at 30 September 2021, total assets amounted to PLN 2,296,582 thousand as compared to PLN 2,136,646 thousand at the end of 2020 which was an increase by PLN 159,937 thousand.
At the end of June 2021, fixed assets accounted for 54.3% of total assets vs. 55.9% at the end of 2020. The value of fixed assets grew in the current period by PLN 51,729 thousand, mainly due to an increase in property, plant and equipment an d intangible assets, as a result of capital expenditure, as well as an increase in other financial assets (increase in the valuation of hedging instruments, mainly forward contracts for the purchase of energy).
Current assets understood as a sum of inventories, receivables, other current assets and cash and cash equivalents.
As at the end of September 2021, current assets amounted to PLN 1,050,350 thousand as compared to PLN 942,142 thousand at the end of December 2020. As part of the current assets, inventories increased by PLN 26,325 thousand and receivables increased by PLN 155,377 thousand, (mainly due to increased sales of paper and pulp), other current assets increased by PLN 36,178 thousand (mainly due to an increase in the valuation o f hedging instruments, mainly forward contracts for the purchase of energy), and cash and cash equivalents decreased by PLN 109,673 thousand (mainly as a result of the redemption of SEK bonds partly financed by a loan). Current assets represented 45.7% of total assets as at the end of September 2021 (44.1% as at the end of 2020) and included inventories – 17.1% (17.1% as at the end of 2020), receivables – 19.8% (14.1% as at the end of 2020), other current assets – 2.4% (0.9% as at the end of 2020) and cash and cash equivalents – 6.4% (12.0% as at the end of 2020).
As at the end of Q3 2021, the equity amounted to PLN 1,153,170 thousand as compared to PLN 1,033,033 thousand at the end of 2020. Equity represented 50.2% of total liabilities as at the end of September 2021 as compared to 48.3% of total liabilities as at the end of December 2020. The increase in equity was the result of net profit for the first nine months of 2021 and an increase in the net valuation of hedging instruments offset in part by dividend payments to APSA shareholders and non-controlling interests.
As at the end of September 2021, short-term liabilities amounted to PLN 686,294 thousand (29.9% of balance sheet total) as compared to PLN 639,016 thousand (29.9% of balance sheet total) as at the end of 2020. During the nine months of 2021, there was an increase in current liabilities of PLN 47,277 thousand due to the increase in trade and other payables offset in part by a decrease in short-term loans and bonds.
As at the end of September 2021, long-term liabilities amounted to PLN 457,119 thousand (19.9% of balance sheet total) as compared to PLN 464,596 thousand (21.8% of balance sheet total) as at the end of 2020. In the period under report, a decrease of long-term liabilities occurred by PLN 7,477 thousand.
| Q3 2021 |
Q2 2021 |
Q3 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
|
|---|---|---|---|---|---|
| Debt to equity ratio (%) | 99.2 | 109.8 | 117.3 | (10.6) p.p. | (18.1) p.p. |
| Equity to fixed assets ratio (%) | 92.5 | 90.0 | 86.3 | 2.5 p.p. | 6.2 p.p. |
| Interest-bearing debt-to-equity ratio (%) | 28.8 | 37.2 | 41.5 | (8.3) p.p. | (12.6) p.p. |
| Net debt to EBITDA ratio for the last 12 months (x) | 0.7x | 0.6x | 0.5x | 0.1 | 0.2 |
| EBITDA to interest expense ratio for the last 12 months (x) | 14.5x | 14.9x | 13.2x | (0.4) | 1.2 |
As at the end of September 2021, the debt to equity ratio was 99.2% and was lower by 10.6 p.p. as compared to the end of June of 2021 and lower by 18.1 p.p. as compared to the end of September 2020. These changes are the result of higher growth rates in equity than in liabilities.
The equity to non-current assets ratio was 92.5% as at the end of Q3 2021 and was higher by 2.5 p.p. than at the end of June of 2021 and higher by 6.2 p.p. than at the end of September 2020. These changes are the result of higher growth rates in equity than in non-current assets.
The interest bearing debt to equity ratio was 28.8% as at the end of Q3 2021 and was lower by 8.3 p.p. as compared to the end of June 2021 and lower by 12.6 p.p. as compared to the level of the ratio calculated at the end of September 2020. The changes were due to a simultaneous decrease of interest-bearing liabilities and a increase of equity as at the end of September 2021.
Net borrowings to EBITDA calculated for the last 12 months ended on 30 September 2021 amounted to 0.7x compared to 0.6x in the equivalent period ended on 30 June 2021 and 0.5x for the 12 -month period ended on 30 September 2020. These changes are mainly due to a decrease in net debt as a result of the repayment of loans and bonds.
The ratio of interest expense to EBITDA was 14.5x for the 12 months ended 30 September 2021, 14.9x f or the 12 months ended 30 June 2021 and 13.2x for the 12 months ended 30 September 2020. These changes are mainly due to a decrease in interest expense as a result of the repayment of loans and bonds as well as an increase in EBITDA.
| Q3 2021 |
Q2 2021 |
Q3 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
|
|---|---|---|---|---|---|
| Current ratio | 1.5x | 1.7x | 1.5x | (0.2) | (0.0) |
| Quick ratio | 0.9x | 1.1x | 1.0x | (0.2) | (0.0) |
| Acid test ratio | 0.2x | 0.4x | 0.4x | (0.2) | (0.2) |
| DSI (days) | 49.9 | 56.3 | 59.7 | (6.4) | (9.9) |
| DSO (days) | 45.4 | 44.1 | 42.8 | 1.4 | 2.6 |
| DPO (days) | 61.8 | 67.4 | 68.0 | (5.7) | (6.2) |
| Operational cycle (days) | 95.3 | 100.4 | 102.5 | (5.1) | (7.2) |
| Cash conversion cycle (days) | 33.5 | 32.9 | 34.6 | 0.6 | (1.0) |
DPO and cash conversion cycle have been recalculated for the quarter ended 30 September 2020 due to the change in presentation described in note 6.3 of the quarterly consolidated financial statements.
The current ratio at the end of September 2021 was 1.5x and was lower than at the end of June 2021 (1.7x) and comparable to the level as at the end of September 2020 (1.5x).
The quick ratio was 0.9x at the end of September 2021, lower than the levels of this ratio at the end of June 2021 (1.1x) and lower to the level at the end of September 2020 (1.0x).
The cash solvency ratio was 0.2x at the end of September 2021, lower than the ratio at the end of June 2021 and the end of September 2020 (0.4x) mainly due to the decrease in cash and cash equivalents as a result of the repayment of bonds and loans.
The cash conversion cycle for Q3 2021 (33.5 days) was extended versus Q2 2021 (by 0.6 days) and was also shortened versus Q3 2020 (by 1.0 days).
| PLN '000 | Q3 2021 |
Q2 2021 |
Q3 2020 |
YTD 2021 |
YTD 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
Change % YTD 2021/ YTD 2020 |
|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities | 50 630 | 30 612 | 117 451 | 105 318 | 187 557 | 65.4 | (56.9) | (43.8) |
| of which: | ||||||||
| Gross profit (loss) | 66 074 | 46 201 | 50 373 | 151 172 | 138 807 | 43.0 | 31.2 | 8.9 |
| Depreciation/amortisation and impairment allowances | 29 327 | 29 650 | 27 279 | 88 026 | 83 235 | (1.1) | 7.5 | 5.8 |
| Changes to working capital | (41 719) | (46 236) | 40 103 | (123 467) | (80 586) | (9.8) | (204.0) | 53.2 |
| Other adjustments | (3 052) | 997 | (305) | (10 413) | 46 101 | (406.1) | 899.4 | (122.6) |
| Cash flows from investing activities | (40 168) | (27 383) | (30 489) | (103 066) | (107 621) | 46.7 | 31.7 | (4.2) |
| Cash flows from financing activities | (111 650) | 27 392 | (39 415) | (108 605) | (86 016) | (507.6) | 183.3 | 26.3 |
| Total cash flows | (101 188) | 30 620 | 47 547 | (106 353) | (6 080) | (430.5) | (312.8) | 1 649.1 |
In Q3 2021, net cash flow from operating activities reached PLN +50,630 thousand as compared to PLN +117,451 thousand in the equivalent period in 2020 and PLN +30,612 thousand in the previous quarter. The positive cash flow in Q3 2021 was primarily due to EBITDA achieved in the period offset in part by an increase in working capital.
During the three quarters of 2021, cash flows from operating activities reached +105,318 thousand as compared to PLN +187,557 thousand in the equivalent period of 2020. The positive cash flows in the period between January and September this year resulted primarily from the generated EBITDA.
In Q3 2021, net cash flow from investing activities reached -40,168 thousand as compared to PLN -30,489 thousand in the equivalent period in 2020 and PLN -27,383 thousand in the previous quarter. Expenditure on the purchase of property, plant and equipment resulted in negative cash flows from investing activities.
In the three quarters of 2021, the cash flows amounted to PLN -103,066 thousand as compared to PLN -107,621 thousand for three quarters of 2020. The negative cash flows from investing activities in the current period resulted primarily from expenditures on tangible fixed assets.
In Q3 2021, cash flows from financing activities amounted to PLN -111,650 thousand as compared to PLN -39,415 thousand in Q3 2020 and PLN +27,392 thousand in the previous quarter. The negative cash flow from financing activities in Q3 of this year was impacted by a bond redemption in SEK partly financed by a loan and also by dividend payments to APSA shareholders and non-controlling shareholders.
Cash flows from financing activities for three quarters of 2021 amounted to PLN -108,605 thousand as compared to PLN - 86,016 thousand in the equivalent period of 2020. Negative cash flows from financing activities in 2021 are primarily related to repayment of loans and redemption of bonds and payment of dividends to APSA shareholders and non -controlling interests.
| PLN'000 | 3Q 2021 |
2Q 2021 |
3Q 2020 |
YTD 2021 |
YTD 2020 |
Change % Q3 2021/ Q2 2021 |
Change % Q3 2021/ Q3 2020 |
Change % YTD2021/ YTD2020 |
|---|---|---|---|---|---|---|---|---|
| Sales revenues | 49 937 | 7 148 | 21 082 | 54 627 | 32 094 | 599 | 137 | 70 |
| of which: | ||||||||
| Sales of services | 10 279 | 5 712 | 4 933 | 14 142 | 13 927 | 80 | 108 | 2 |
| Interest income on loans | 1 300 | 676 | 1 166 | 2 127 | 2 880 | 92 | 11 | (26) |
| Dividend income | 38 358 | 760 | 14 983 | 38 358 | 15 287 | 4 947 | 156 | 151 |
| Profit on sales | 47 558 | 6 415 | 20 135 | 51 481 | 28 496 | 641 | 136 | 81 |
| % of sales revenues | 95,24 | 89,75 | 95,51 | 94,24 | 88,79 | 5,5 p.p. | (0,3) p.p. | 5,5 p.p. |
| Administrative expenses | (11 551) | (5 664) | (4 896) | (16 018) | (15 221) | 104 | 136 | 5 |
| Other operating income | 191 | 1 | 318 | 478 | 629 | 31 043 | (40) | (24) |
| Other operating expenses | (626) | (610) | (478) | (986) | (1 168) | 3 | 31 | (16) |
| EBIT | 35 572 | 142 | 15 080 | 34 955 | 12 737 | 24 996 | 136 | 174 |
| % of sales revenues | 71,23 | 1,98 | 71,53 | 63,99 | 39,68 | 69,3 p.p. | (0,3) p.p. | 24,3 p.p. |
| EBITDA | 35 649 | 255 | 15 252 | 35 272 | 13 308 | 13 894 | 134 | 165 |
| % of sales revenues | 71,39 | 3,56 | 72,34 | 64,57 | 41,46 | 67,8 p.p. | (1,0) p.p. | 23,1 p.p. |
| Financial income | 2 351 | 2 056 | 799 | 3 429 | 3 221 | 14 | 194 | 6 |
| Financial expenses | (4 701) | (2 229) | (3 759) | (12 242) | (11 562) | 111 | 25 | 6 |
| Gross profit (loss) | 33 222 | (31) | 12 120 | 26 142 | 4 396 | (105 705) | 174 | 495 |
| Income tax | - | - | - | - | - | - | - | - |
| Net profit / (loss) | 33 222 | (31) | 12 120 | 26 142 | 4 396 | (105 705) | 174 | 495 |
| % of sales revenues | 66,53 | (0,44) | 57,49 | 47,86 | 13,70 | 67,0 p.p. | 9,0 p.p. | 34,2 p.p. |
The main statutory activity of the Company is the activity of a holding company, consisting in managing of entities belonging to the controlled Capital Group. The operations of the Arctic Paper Group are conducted through Paper Mills and Pulp Mills, Distribution Companies and Sales Offices.
Sales revenues for Q3 2021 amounted to PLN 49,937 thousand and they came from dividends (PLN 38,3 58 thousand), from the provision of services to Group companies (PLN 10,279 thousand), and interest income on loans (PLN 1,300 thousand). In the equivalent period of last year, the standalone sales revenues amounted to PLN 21,082 thousand and were revenu e from dividends (PLN 14,983 thousand), revenue from services rendered to Group companies (PLN 4,933 thousand), and interest income on loans (PLN 1,166 thousand).
In the three quarters of 2021, the standalone sales revenues amounted to PLN 54,627 thousand , which included sales of services provided to Group companies (PLN 14,142 thousand) and interest income on loans granted (PLN 2,127 thousand) and dividend income (PLN 38,358 thousand).
In the three quarters of 2020, the standalone sales revenues amounted to PLN 32,094 thousand, which included sales of services provided to Group companies (PLN 13,927 thousand) and interest income on loans granted (PLN 2,880 thousand) and dividend income (PLN 15,287 thousand).
The increase in sales revenue during the three quarters of 2021 compared to the equivalent period of 2020 is mainly due to higher dividends received and revenue from the sale of services.
Profit on sales amounted to PLN 47,558 thousand in Q3 2021 (PLN 20,135 thousand in Q3 2020) and PLN 51,481 thousan d for the three quarters of 2021 (28,496 thousand for the three quarters of in 2020).
In three quarters of 2021, the administrative expenses amounted to PLN 11,551 thousand and they were by PLN 6,655 thousand higher than in the equivalent period of last year. In the three quarters of 2021, administrative expenses amounted to PLN 16,018 thousand as compared to PLN 15,221 thousand in the equivalent period of 2020.
The administrative expenses include costs of the administration of the Company operation, costs of services provided for the companies in the Group and all costs incurred by the Company for the purposes of pursuing holding company activities. Among them, a significant group of costs relates only to statutory activities and in cludes, among others: costs of tax, legal and accounting services, as well as the costs of the Supervisory Board and the Management Board.
Other operating income amounted to PLN 191 thousand in Q3 2021, which was a decrease as compared to the equivalent period of last year (by PLN 127 thousand). Other operating expenses totalled PLN 626 thousand in Q3 2021 (PLN 478 thousand in the equivalent quarter of 2020).
For the three quarters of 2021, the other operating income and other operating expenses amounted to PLN 478 thousand and PLN 986 thousand and for the equivalent period in 2020 – PLN 629 thousand and PLN 1,168 thousand.
In Q3 2021, the financial income amounted to PLN 2,351 thousand and was by PLN 1,552 thousand higher than generated in Q3 2020.
In Q3 2020, financial expenses amounted to PLN 4,701 thousand. In the equivalent period of 2020, the f inancial expenses amounted to PLN 3,759 thousand.
For three quarters of 2021, the financial income and expenses amounted to PLN 3,429 thousand and PLN 12,242 thousand and for the equivalent period in 2020 – PLN 3,221 thousand and PLN 11,562 thousand. The higher financial expenses in 2021 were primarily due to higher FX losses.
| PLN'000 | 2021-09-30 | 2020-12-31 | 2020-09-30 | Change 30.09.2021 -31.12.2020 |
Change 30.09.2021 -30.09.2020 |
|---|---|---|---|---|---|
| Fixed assets | 681 801 | 701 798 | 700 230 | (19 997) | (18 429) |
| Receivables | 33 340 | 28 973 | 27 047 | 4 367 | 6 293 |
| Other current assets | 128 715 | 111 198 | 93 836 | 17 517 | 34 879 |
| Cash and cash equivalents | 21 149 | 40 148 | 60 791 | (18 999) | (39 642) |
| Total assets | 865 005 | 882 117 | 881 904 | (17 112) | (16 899) |
| Equity | 578 453 | 570 595 | 572 747 | 7 858 | 5 705 |
| Short-term liabilities | 167 398 | 280 473 | 275 449 | (113 074) | (108 051) |
| interest-bearing debt | 138 178 | 252 112 | 249 525 | (113 934) | (111 347) |
| Long-term liabilities | 119 155 | 31 049 | 33 708 | 88 106 | 85 447 |
| interest-bearing debt | 116 201 | 28 093 | 31 195 | 88 108 | 85 006 |
| Total equity and liabilities | 865 005 | 882 117 | 881 904 | (17 112) | (16 899) |
As at 30 September 2021, total assets amounted to PLN 865.005 thousand as compared to PLN 882,117 thousand at the end of 2020.
The decrease in assets was mainly due to lower fixed assets and cash in the period under review.
As at the end of September 2021 non-current assets represented nearly 78.8% of total assets which means that the share decreased (by 0.8 p.p.) compared to the end of 2020. The main item of non -current assets includes interests in subsidiaries. At the end of Q3 2021, the value was PLN 676,137 thousand and there was no change versus the end 2020.
As at the end of September 2021, current assets amounted to PLN 183,204 thousand as compared to PLN 180,319 thousand at the end of 2020. The level of current assets increased at the end of September 2021, primarily in other current assets. As at the end of Q3 2021, current assets represented 21.2% of total assets compared to 20.4% as at the end of last year.
As part of the current assets, receivables increased by PLN 4,367 thousand, other current assets increased by PLN 17,517 thousand while cash and cash equivalents decreased by PLN 18,999 thousand.
As at the end of Q3 2021, the equity amounted to PLN 578,453 thousand as compared to PLN 570,594 thousand at the en d of 2020. As at the end of September 2021, equity accounted for 66.9% of balance sheet total vs. 64.7% of balance sheet total as at the end of 2020. The increase of equity is primarily due to the net profit for three quarters of 2021.
As at the end of September 2021, short-term liabilities amounted to PLN 167,398 thousand (19.4% of balance sheet total) as compared to PLN 280,473 thousand as at the end of 2020 (31.8% of balance sheet total). The decrease in current liabilities is due to the decrease in cash-pool interest payable.
As at the end of September 2021, long-term liabilities amounted to PLN 119,155 thousand (13.8% of balance sheet total) as compared to PLN 31,049 thousand as at the end of 2020 (3.5% of balance sheet total).
The increase in non-current liabilities is due to new loans taken out by the Company.
| Change % 3Q2021/ |
Change % 3Q2021/ |
Change % YTD 2021/ |
||||||
|---|---|---|---|---|---|---|---|---|
| PLN'000 | 3Q 2021 | 2Q2020 | 3Q2020 | YTD 2021 | YTD 2020 | 2Q2021 | 3Q2020 | YTD 2020 |
| Cash flows from operating activities | (27 014) | 549 | 72 509 | (58 177) | 114 318 | 48 307 | (798,4) | (150,9) |
| of which: | ||||||||
| Gross profit (loss) | 34 122 | 66 | 12 120 | 26 142 | 4 396 | 51 654 | 181,5 | 494,7 |
| Depreciation/amortisation and impairment charges | 77 | 112 | 172 | 317 | 571 | (31) | (55,2) | (44,5) |
| Changes to working capital | (2 389) | (8 398) | 27 509 | (4 328) | 23 682 | (72) | (108,7) | (118,3) |
| Net interest and dividends | 572 | 6 716 | (2 740) | 4 857 | 3 976 | (91) | (120,9) | 22,2 |
| Increase / decrease of loans granted to subsidiaries | 3 020 | (2 780) | 14 470 | 43 062 | 31 921 | (209) | (79,1) | 34,9 |
| Change to liabilities due to cash-pooling | (59 851) | 2 263 | 17 611 | (131 599) | 40 628 | (2 745) | (439,8) | (423,9) |
| Other adjustments | (2 565) | 2 570 | 3 367 | 3 371 | 9 145 | (200) | (176,2) | (63,1) |
| Cash flows from investing activities | - | - | - | - | - | - | - | - |
| Cash flows from financing activities | 87 816 | (16 471) | (36 829) | 39 178 | (85 467) | (633) | 12 293,4 | (145,8) |
| Total cash flows | 60 801 | (15 923) | 35 681 | (18 999) | 28 852 | (482) | 11 495,0 | (165,9) |
The statement of cash flow presents a decrease in cash and cash equivalents in the three quarters of 2021 by PLN 18,999 thousand, which includes:
In the three quarters of 2021, net cash flows from operating activities amounted to PLN -58.177 thousand as compared to PLN 114,318 thousand in the equivalent period of 2020. The negative cash flow from operating activities in the three quarters of this year was mainly due to changes in trade receivables and cash -pooling liabilities.
There were no flows related to financing activities in either the three quarters of 2021 or 2020.
In 2021 cash flows from financing activities amounted to PLN 39.178 thousand as compared to PLN -85,467 thousand in 2020. The flow from financing activities in 2021 was related to the Company's new loans.
The Group's operating activity has been and will continue to be historically influenced by the following key factors:
We believe that a number of macro-economic and other economic factors have a material impact on the demand for highquality paper, and they may also influence the demand for the Group's products and the Group's operating results. Those factors include:
The trend observed in developed societies concerning a reduction of man's adverse impact on the environment, in particular reduction of use of disposable, plastic packaging that may not be recycled, offers new opportunities for the development of t he pulp & paper sector. In many companies, work has been under way to develop new methods of packaging and production of packaging with natural materials, including pulp, so that it can be recycled. Arctic Paper is also involved in such research. In the near future, the product segment is expected to increase its percentage share in the volumes and revenues of the Arctic Paper Group.
Development of new technologies, in particular in the areas of information and communication, results in decreasing demand for certain paper types – in particular, this affects newsprint and to a lesser extent – graphic papers. However, despite the increasing popularity of e-books, the volume of book paper produced and sold by Arctic Paper has been stable in the recen t years, less sensitive to changing market conditions. Nevertheless, in its strategy Arctic Paper has set a direction of activi ty so that within several years, the segment of non-graphic papers (that is technical or packaging paper) accounts for 1/5 of its consolidated revenues.
Paper prices undergo cyclic changes and fluctuations, they depend on global changes in demand and overall macroeconomic and other economic factors such as indicated above. Prices of paper are also influenced by a number of factors related to the supply, primarily changes in production capacities at the worldwide and European level.
The main elements of the Group's operating expenses include raw materials, energy and tran sportation. The costs of raw materials include mainly the costs of pulp for Paper Mills, timber for Pulp Mills and chemical agents used for paper and pulp production. Our energy costs historically include mostly the costs of electricity, gas and rights to CO2 emissions. The costs of transportation include the costs of transportation services provided to the Group mainly by external entities.
Taking into account the share of those costs in total operating expenses of the Group and the limited possibility of controlling these costs by the Group Companies, their fluctuations may have a significant impact on the Group's profitability.
Most of the pulp produced at the Pulp Mills is sold to external customers. A part of pulp supplies to our Paper Mills is made from our own Pulp Mills.
The Group's operating results are significantly influenced by currency rate fluctuations. In particular, the Group's revenues and costs are expressed in different foreign currencies and are not matched, the refore, the appreciation of the currencies in which we incur costs towards the currencies in which we generate revenues, will have an adverse effect on the Group's results. Our products are primarily sold to euro zone countries, Scandinavia, Poland and the UK, thus our revenues are largely denominated in EUR, GBP, SEK and PLN while revenues from the pulp mills are primarily denominated in USD. The Group's operating expenses are primarily expressed in USD (pulp costs for Paper Mills), EUR (costs related to p ulp for Paper Mills, energy, transportation, chemicals), PLN (the majority of other costs incurred by the Paper Mill in Kostrzyn nad Odrą) and SEK (the majority of other costs incurred by the Munkedal and Grycksbo Paper Mills as well as the Rottneros and V allvik Pulp Mills).
Exchange rates also have an important impact on results reported in our financial statements because of changes in exchange rates of the currencies in which we generate revenues and incur costs, and the currency in which we report our financial results (PLN).
In Q3 2021 there were no atypical events or factors other than related to COVID -19, that are detailed in item 5.1 of the attached interim abbreviated consolidated financial statements.
In Q3 2021, there were no material changes in the Arctic Paper Group's structure that would have material impact on the financial results generated.
On 8 February 2021, the Company's Management Board adopted a resolution on the early redemption of all Series A Bonds (marked with ISIN code: PLARTPR00038), the issue of which the Company reported in current report No. 24/2016 of 30 September 2016.
The early redemption of the Bonds, was carried out on 1 March 2021. On the Early Redemption Date, the Company redeemed 100,000 (in words: one hundred thousand) Bonds with a total nominal value of PLN 58,500,000 (in words: fifty-eight million five hundred zlotys). The consideration per Bond amounted to PLN 585, plus accrued interest and a premium, calculated in accordance with the terms and conditions of the Bond issue. The redeemed Bonds were cance lled.
On 2 April 2021 the Company signed a term and revolving loans agreement ("Loan Agreement") which was concluded between the Company as the borrower and guarantor, subsidiaries of the Company: Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, as guarantors ("Guarantors") and a consortium of banks as follows: Santander Bank Polska S.A. (the "Collateral Agent"), BNP Paribas Bank Polska S.A. and Bank Polska Kasa Opieki S.A. (: "Lenders"),
pursuant to which the Lenders granted to the Company a term loan divided into two tranches in the amounts of PLN 75,000,000 and EUR 16,100,000, respectively, and a revolving loan in the total amount of EUR 32,200,000 (collectively, the "Loans").
In order to secure the claims of the Lenders under the Loan Agreement and the related financing documents, the Company and the Guarantors established, inter alia, the following securities : registered pledge and financial pledge on the shares of Arctic Paper Kostrzyn S.A., pledges on the shares of companies under Swedish law, i.e. Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, statements on submission to execution by the Company an d Arctic Paper Kostrzyn S.A, registered and financial pledges on bank accounts of the Company and Arctic Paper Kostrzyn S.A., pledges on bank accounts of Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, mortgages established on real properties of Ar ctic Paper Kostrzyn S.A, mortgages established on properties of Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, registered pledges on assets of Arctic Paper Kostrzyn S.A. and security of rights under property insurance policies of the Company, Arct ic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB.
The agreements listed above constitute the acquisition of alternative financing and a change to the funding structure of the Company's capital group.
In accordance with the Loan Agreement, the Lenders provided the Company with the following Loans:
(i) a Term Loan repayable in two tranches: the first tranche in the amount of PLN 75,000,000 (seventy five million) and the second tranche in the amount of EUR 16,100,000 (sixteen mil lion and one hundred thousand euro) (the "Term Loan"); and (ii) a revolving loan of EUR 32,200,000 (thirty-two million, two hundred thousand euro) (the "Revolving Loan").
Subject to the relevant terms of the Loan Agreement, the Term Loan was made available to refinance the existing financial indebtedness of the Company and its certain subsidiaries.
Subject to the relevant terms and conditions of the Loan Agreement, amounts raised under the Revolving Loan may be used for general corporate purposes and to fund the working capital of the Company and its certain subsidiaries (including intra group lending in any form).
In accordance with the provisions of the Loan Agreement interest rate is variable, based on the WIBOR base rate in the case of financing in PLN and the EURIBOR base rate in the case of financing in EUR and a variable margin, the level of which will depend on the level of the net debt to EBITDA ratio.
In compliance with the Loan Agreement, some Loans will be repaid by:
(i) in the case of a Term Loan, on the day falling five years after the date of conclusion of the Loan Agreement; and (ii) in the case of a Revolving Loan, on the date falling three years after the conclusion of the Loan Agreement with the option to extend the terms of the Revolving Loan for an additional two years in accordance with the terms of the Loan Agreement.
The Term Loans are repayable in equal semi-annual instalments commencing in November 2021 and the Revolving Loan is repayable on the final repayment date.
On 28 May 2021, the loan amounts were made available to the Company by the Lenders in accordance with the Loan Agreement. In connection with the disbursement of the Loans there has been:
At the same time, with the repayment of the Company's indebtedness under the Previous Loan Agreement, the Hedging Agreements and the early redemption of all of the Series A Bonds, as announced by the Company in current report No. 8/2021 of 1 March 2021, all collateral provided by the Company and the Company's subsidiaries expired: Arctic Paper Kostrzyn S.A.,
Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB in connection with an int ercreditor agreement, under the English name – intercreditor agreement – concluded between the Company, Mr Thomas Onstad, Santander Bank Polska (formerly: Bank Zachodni WBK S.A.), Haitong Bank Spółka Akcyjna, BNP Paribas Bank Polska S.A. (formerly: Bank BG Ż BNP Paribas S.A.) and other parties (the "Intercreditor Agreement"). The Company reported on the conclusion of the Intercreditor Agreement and the establishment of collateral in connection with this agreement in current report No. 20/2016 of 9 September 2016.
On 19 May 2021, Arctic Paper Grycksbo AB filed an application with the General Court of the European Union (the "General Court") in Case T-269/21, seeking the annulment of European Commission Decision No. 2021/355 (the "Decision"), adopted on 25 February 2021, which is the formal means by which the European Commission (the "Commission")" approves the lists of installations and undertakings of individual European Union Member States under the EU Emissions Trading Scheme (EU ETS).
Pursuant to Article 1(1) of the Decision and Annex I, the application for inclusion of Arctic Paper Grycksbo AB in the Swedis h list of installations admitted to the EU ETS that is the basis for receiving free allocation of emission allowances was rejected. The Commission's reason for rejecting the application was that, in its view, Arctic Paper Grycksbo AB was using only biomass in its installation. The application for annulment concerns both the administrative errors made by the Commission in determining the level of biomass use by Arctic Paper Grycksbo AB and the legal interpretation of certain provisions of the EU ETS Directive.
The value of the free emission allowances that Arctic Paper Grycksbo AB could receive, calculated on the basis of the current market value, is approximately EUR 3 million per year for the period 2021 -2027.
The General Court of the European Union has given the European Commission until 30 July 2021 to submit its position in the proceedings. The Court will then decide on the admission of third parties and whether an answer and rejoinder will be given b y Arctic Paper Grycksbo AB and the European Commission respectively. The written part of the procedure will be followed by an oral procedure. The resolution of the proceedings is not expected until H2 2022 at the earliest. The judgment of the General Court may be appealed before the Court of Justice of the European Union.
On 8 July 2021, the subsidiary Rottneros AB decided on an early redemption of all bonds issued under the bond issue programme of up to SEK 600 million ( i.e. up to PLN 267.5 million), which the Company reported in current re port No. 16/2017 of 28 August 2017. The early redemption of the Bonds, was carried out on 19 July 2021. The redemption of the bonds was financed by a term loan granted to Rottneros AB by Danske Bank. The redeemed bonds are redeemable. In connection with the redemption, the bonds will be delisted from Nasdaq Stockholm.
On 4 October 2021, the Company's Supervisory Board approved the "Arctic Paper Group Strategy for 2022 – 2030" presented by the Issuer's Management Board. With the Group's new strategy to 2030, Arctic Paper will accelerate its transformation into a more comprehensive company, leveraging the synergies and competencies of its existing businesses. The Company's strategic directions are reflected in its 4 pillars: packaging, energy, graphic paper and cellulose.
With its strong position as a premium paper producer and owner of the recognisable Graphic Paper and Pulp brands, as part of its Four Pillars(4P) strategy, the Group will invest in two new business areas where sustainability and renewable resources – packaging and energy – play a key role.
The Group's main strategic objectives for the 2030 horizon are:
The total investment between 2022 and 2030 in all four pillars is planned at over PLN 1.5 billion, of which around 40 per cen t of this amount will be allocated to new business areas.The Group assumes that it will ach ieve carbon neutrality by 2035 at the latest.
On October 21, 2021, Arctic Paper SA and Rottneros AB signed a letter of intent to establish a joint venture to build a moulded cellulose fiber packaging factory. The start-up of the new factory in Kostrzyn nad Odrą in Poland is planned for the end of 2023. The investment is expected to amount to EUR 12-15 million (approx. PLN 55-70 million), including the Issuer's share of 50%. The method of financing the investment is still under arrangements.
The production capacity of the new factory is estimated at 60-80 million trays per year. According to the Issuer's estimates, the investment will generate an annual revenue of 9-11 MEUR (approx. PLN 40-50).
The new investment will benefit from the experience of Rottneros Packaging AB in the production of cellulose packaging. The planned products are both non-laminated and laminated trays for packing in the so-called a modified atmosphere with an oxygen barrier that provides up to three weeks of shelf life for packaged articles.
The investment is an important element of the implementation of the new Arctic Paper 4P strategy, which includes broadening the Arctic Paper offer with new, rapidly developing segments (packaging production, production and energy trading).
In Q3 2021 the Arctic Paper Group recorded an increased level of orders versus Q2 2021 by 13.8% and an increase of orders versus the equivalent period of 2020 by 16.5%.
Source of data: Arctic Paper analysis
At the end of Q3 2021, prices for uncoated wood-free papers (UWF) in Europe increased by 3.3% compared to prices at the end of September 2020, while for coated wood-free papers (CWF) they recorded an increase of 2.7%.
At the end of September 2021, the average prices declared by producers for selected types of paper and markets: Germany, France, Spain, Italy, UK for both uncoated wood-free (UWF) and coated wood-free (CWF) papers were higher than at the end of Q2 2021 by 2.6% and 3% respectively.
The prices invoiced by Arctic Paper in EUR for comparable products in the segment of uncoated wood -free paper (UWF) increased from the end of June 2021 until the end of September 2021 by 5.7% on the average while in the segment of coated wood- free paper (CWF) the prices increased by 4.5%. At the end of Q3 2021, Arctic Paper's invoiced prices for uncoate d wood-free (UWF) paper increased by 11.5% compared to prices at the end of September 2020, while for coated wood -free (CWF) paper they recorded an increase of 12%.
Source: For market data – RISI, price changes for selected markets in Germany, France, Spai n, Italy and the UK in local currencies for graphic papers similar to the product portfolio of the Arctic Paper Group. The prices are quoted without considering specific rebates for individual clients and they include neither any additions nor price reduct ions in relation to the publicly available price lists. The estimated prices for each month reflect orders placed in the month while the deliveri es may take place in the future. Because of that, RISI price estimates for a particular month do not reflect th e actual prices at which deliveries are performed but only express ordering prices. For Arctic Paper products, the average invoiced sales prices for all served markets in EUR.
At the end of Q3 2021, the pulp prices reached the level of: NBSK – USD 1.340/tonne and BHKP – USD 1.140/tonne.
The average NBSK price in Q3 2021.2021 was higher by 58.6% compared to the equivalent period of last year while for BHKP the average price was higher by 67.4%. Compared to Q2 2021, the average NBSK pulp price in Q3 2021 increased by 11.6% and BHKP increased by 12.7%.
Pulp costs are characterised by high volatility. The prices of the raw materials had major impact on the Group's profitabilit y in the period.
The average pulp cost used for production of paper calculated for the Arctic Paper Group in PLN increased in Q3 2021 versus Q2 2021 by 19.9% while in relation to Q3 2020 it increased by 43.3%.
The share of pulp costs in overall selling costs after 9 months of the current year was 55% versus about 51% in the equivalent quarter in 2020.
The Arctic Paper Group uses the pulp in the production process according to the following structure: BHKP 72%, NBSK 21% and other 7%.
At the end of Q3 2021, the EUR/PLN rate amounted to 4.6329 and was by 2.3% higher than at the end of Q3 2020. The mean EUR/PLN exchange rate in Q3 2021 amounted to 4.5670 and was by 2.8% higher than in the equivalent period of 2020.
The EUR/SEK exchange rate amounted to 10.1979 at the end of Q3 2021 (decrease by 3.2% versus the end of Q3 2020). For that currency pair, the mean exchange rate in Q3 2021 was by 1.6% lower than in the equivalent period of 2020. The somewhat appreciating SEK versus EUR has been adversely impacting the revenues invoiced in EUR in the factories in Sweden (AP Munkedals and AP Grycksbo).
The USD/PLN exchange rate as at the end of September 2021 amounted to 3.9925. In Q3 2021 the mean USD/PLN exchange rate was 3.8740 versus 3.8022 in the equivalent period of last year which was an increase by 1.9%. The change has adversely affected the costs incurred in USD by AP Kostrzyn, in particular the costs of pulp.
The USD/SEK exchange rate as at the end of Q3 2021 amounted to 8.7882. From July to September 2021 the mean exchange rate amounted to 8.6488 compared to 8.8701 in the equivalent period of last year which was a decrease of the rate by 2.5%. The change in comparison to Q3 2020 favourably affected the costs incurred i n USD by AP Munkedals and AP Grycksbo, in particular the costs of pulp.
At the end of September this year, the EUR/USD exchange rate amounted to 1.1604 compared to 1.1710 (-0.9%) at the end of September 2020. In Q3 2021, EUR slightly weakened against USD versus Q2 2021 (-2.2%). A slight appreciation of the EUR against USD also occurred in relation to the equivalent period of last year (+0.9%).
The depreciation of PLN versus EUR versus last year has favourably affected the Group's financial profit, mainly du e to increased sales revenues generated in EUR and translated into PLN. The strengthening of the USD against the PLN had a negative impact on the Group's financial results through higher purchase costs for the main raw material at the Kostrzyn Mill . The appreciating SEK unfavourably affected the revenues generated in EUR at APM and APG facilities.
The material factors that have an impact on the financial results over the next quarter, include:
Changes to demand for high quality paper in Europe during the COVID-19 pandemic and the anticipated related economic slow down.
Over the recent years there has been a major decrease of demand for fine paper in Europe (level of execut ed orders). Further negative developments in the market may adversely affect order levels to our Paper Mills. Cancelled international events, restrictions to free movement of people, intensified remote work – may additionally reduce demand for high quality graphic paper and thus adversely affect the financial results of the Group.
Arctic Paper Capital Group/ Consolidated quarterly report for Q3 2021 35 Management Board's Report
In Q3 2021, there were no material changes to the risk factors. Those were presented in detail in the semi -annual report for 2020.
The Management Board of Arctic Paper S.A. has not published the projected financial results for 2021.
| Managing and supervising persons |
Number of shares or rights to shares as at 09.11.2021 |
Number of shares or rights to shares as at 30.09.2021 |
Number of shares or rights to shares as at 17.08.2021 |
Change |
|---|---|---|---|---|
| Management Board | ||||
| Michał Jarczyński | - | - | - | - |
| Göran Eklund | - | - | - | - |
| Supervisory Board | ||||
| Per Lundeen | 34 760 | 34 760 | 34 760 | - |
| Thomas Onstad* | 6 223 658 | 6 223 658 | 6 223 658 | - |
| Roger Mattsson | - | - | - | - |
| Zofia Dzik | - | - | - | - |
| Anna Jakubowski | - | - | - | - |
*Figures in the table do not include shares held indirectly
As at 30 September 2021, the Capital Group reported:
In connection with the term and revolving loan agreements signed on 2 April 2021, on 11 May 2021 the Company signed agreements and declarations pursuant to which collateral for the above receivables and other claims was established in favour of Bank Santander Bank Polska S.A. acting as Security Agent, i.e.
The information regarding off-balance sheet items is disclosed in the interim abbreviated consolidated financial statements.
During the period under report, Arctic Paper S.A. and its subsidiaries were not a party to any proceedings pending before a court, arbitration or public administrative authority, the individual or joint value of which would equal or exceed 10% of the Company's equity.
During the period under report, Arctic Paper S.A. and its subsidiaries did not execute any material transactions with related entities on non-market terms and conditions.
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 09 November 2021 | signed with a qualified electronic signature |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 09 November 2021 | signed with a qualified electronic signature |
for the period of nine months ended on 30 September 2021
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Continuing operations Revenues from sales of products |
889 656 | 2 459 029 | 702 836 | 2 132 784 |
| Sales revenues | 889 656 | 2 459 029 | 702 836 | 2 132 784 |
| Costs of sales | (707 169) | (1 953 447) | (553 368) | (1 688 781) |
| Profit (loss) on sales | 182 488 | 505 582 | 149 468 | 444 003 |
| Selling and distribution costs | (98 547) | (280 780) | (84 587) | (251 155) |
| Administrative expenses | (23 164) | (71 832) | (16 531) | (55 339) |
| Other operating income | 20 709 | 46 276 | 17 229 | 51 433 |
| Other operating expenses | (8 712) | (28 765) | (6 445) | (25 913) |
| Operating profit (loss) | 72 773 | 170 481 | 59 132 | 163 028 |
| Financial income | 333 | 2 070 | (81) | 632 |
| Financial expenses | (7 032) | (21 379) | (8 678) | (24 853) |
| Gross profit (loss) | 66 074 | 151 172 | 50 373 | 138 807 |
| Income tax | (12 713) | (29 942) | (5 017) | (20 389) |
| Net profit (loss) | 53 361 | 121 230 | 45 357 | 118 418 |
| Attributable to: | ||||
| The shareholders of the Parent Entity | 36 843 | 84 309 | 44 457 | 109 861 |
| Non-controlling shareholders | 16 518 | 36 921 | 899 | 8 557 |
| 53 361 | 121 230 | 45 357 | 118 418 | |
| Earnings per share: – basic earnings from the profit (loss) attributable to the shareholders of the Parent Entity |
0.53 | 1.22 | 0.64 | 1.59 |
| – diluted earnings from the profit attributable to the shareholders of the Parent Entity |
0.53 | 1.22 | 0.64 | 1.59 |
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Profit for the reporting period | 53 361 | 121 230 | 45 357 | 118 418 |
| Other comprehensive income | ||||
| Items to be reclassified to profit (loss) in future reporting periods: | ||||
| FX differences on translation of foreign operations | 13 301 | (5 835) | 6 775 | 33 035 |
| Measurement of financial instruments | 42 362 | 52 152 | 8 405 | (45 396) |
| Deferred income tax on the measurement of financial instruments | (9 001) | (10 064) | (1 183) | 9 843 |
| Items that were reclassified to profit/(loss) during the reporting period: | ||||
| Measurement of financial instruments | (1 932) | (4 669) | (3 243) | (11 298) |
| Deferred income tax on the measurement of financial instruments | 604 | 901 | 457 | 2 450 |
| Items not to be reclassified to profit/loss in future reporting periods: | ||||
| Actuarial profit (loss) for defined benefit plans | - | 3 004 | - | - |
| Deferred tax on actuarial gains/(losses) | - | (619) | - | - |
| Other net comprehensive income | 45 334 | 34 871 | 11 211 | (11 367) |
| Total comprehensive income for the period | 98 695 | 156 101 | 56 567 | 107 052 |
| Total comprehensive income attributable to: | ||||
| The shareholders of the Parent Entity | 66 561 | 113 087 | 52 568 | 98 493 |
| Non-controlling shareholders | 32 134 | 43 015 | 3 999 | 8 559 |
| As at 30 September 2021 (unaudited) |
As at 30 June 2021 (after review) |
As at 31 December 2020 (transformed)* |
As at 30 September 2020 (transformed)* |
|
|---|---|---|---|---|
| ASSETS | ||||
| Fixed assets | ||||
| Tangible fixed assets | 1 108 060 | 1 086 308 | 1 085 121 | 1 028 726 |
| Investment properties | 3 086 | 3 086 | 3 086 | 3 086 |
| Intangible assets | 46 318 | 39 699 | 43 251 | 39 880 |
| Goodwill | 9 540 | 9 379 | 9 656 | 9 022 |
| Interests in joint ventures | 1 658 | 1 630 | 1 678 | 1 489 |
| Other financial assets | 57 383 | 27 082 | 26 279 | 23 387 |
| Other non-financial assets | 316 | 300 | 315 | 310 |
| Deferred income tax assets | 19 872 | 20 969 | 25 117 | 26 234 |
| 1 246 233 | 1 188 452 | 1 194 503 | 1 132 134 | |
| Current assets | ||||
| Inventories | 391 816 | 385 130 | 365 491 | 367 297 |
| Trade and other receivables | 449 071 | 385 229 | 297 543 | 334 248 |
| Corporate income tax receivables | 9 057 | 7 627 | 5 209 | 8 357 |
| Other non-financial assets | 25 526 | 10 047 | 6 149 | 7 228 |
| Other financial assets | 28 988 | 22 891 | 12 188 | 4 726 |
| Cash and cash equivalents | 145 891 | 244 764 | 255 563 | 269 835 |
| 1 050 350 | 1 055 688 | 942 142 | 991 690 | |
| TOTAL ASSETS | 2 296 582 | 2 244 140 | 2 136 646 | 2 123 824 |
| As at 30 September 2021 (unaudited) |
As at 30 June 2021 (after review) |
As at 31 December 2020 (transformed)* |
As at 30 September 2020 (transformed)* |
|
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Equity (attributable to the shareholders of the Parent Entity) | ||||
| Share capital | 69 288 | 69 288 | 69 288 | 69 288 |
| Reserve capital | 407 976 | 407 976 | 407 976 | 407 976 |
| Other reserves | 172 448 | 150 570 | 160 376 | 142 313 |
| FX differences on translation | 12 749 | 4 907 | 15 827 | (10 474) |
| Retained earnings / Accumulated losses | 179 818 | 142 975 | 96 510 | 96 300 |
| 842 278 | 775 717 | 749 977 | 705 402 | |
| Non-controlling interests | 310 892 | 293 937 | 283 056 | 272 178 |
| Total equity | 1 153 170 | 1 069 654 | 1 033 033 | 977 580 |
| Long-term liabilities | ||||
| Interest-bearing loans and bonds | 217 510 | 326 633 | 211 094 | 235 368 |
| Provisions | 1 363 | 1 340 | 1 379 | 1 289 |
| Employee liabilities | 121 193 | 122 051 | 135 994 | 129 042 |
| Other financial liabilities | 25 449 | 28 388 | 30 050 | 54 182 |
| Deferred income tax liability | 79 392 | 71 570 | 71 448 | 69 630 |
| Grants and deferred income | 12 212 | 13 015 | 14 631 | 15 386 |
| 457 119 | 562 997 | 464 596 | 504 896 | |
| Short-term liabilities | ||||
| Interest-bearing loans and bonds | 78 732 | 33 315 | 136 278 | 103 213 |
| Provisions | 572 | 81 | 116 | 3 070 |
| Other financial liabilities | 10 796 | 9 070 | 12 148 | 12 569 |
| Trade and other payables | 485 310 | 461 456 | 367 751 | 417 930 |
| Employee liabilities | 84 600 | 95 618 | 106 069 | 91 085 |
| Income tax liability | 13 042 | 5 033 | 11 037 | 11 015 |
| Grants and deferred income | 13 240 | 6 916 | 5 618 | 2 466 |
| 686 294 | 611 490 | 639 016 | 641 348 | |
| TOTAL LIABILITIES | 1 143 412 | 1 174 487 | 1 103 612 | 1 146 244 |
| TOTAL EQUITY AND LIABILITIES | 2 296 582 | 2 244 140 | 2 136 646 | 2 123 824 |
* information on the transformed data is provided in note 6.3
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (transformed)* |
9-month period ended on 30 September 2020 (transformed)* |
|
|---|---|---|---|---|
| Cash flows from operating activities Gross profit (loss) |
66 074 | 151 172 | 50 373 | 138 807 |
| Adjustments for: | ||||
| Depreciation/amortisation | 29 327 | 88 026 | 27 279 | 83 235 |
| FX gains (loss) | (2 341) | 1 653 | (206) | 3 325 |
| Interest, net | 6 343 | 15 627 | 5 098 | 15 878 |
| Profit / loss from investing activities | (1) | 379 | 1 007 | 365 |
| (Increase) / decrease in receivables and other non-financial assets | (69 492) | (179 443) | (19 352) | (24 419) |
| (Increase) / decrease in inventories | (1 675) | (29 632) | 5 039 | 2 832 |
| Increase (decrease) of liabilities except loans, borrowings, bonds and other | ||||
| financial liabilities | 43 247 | 110 837 | 61 980 | (16 118) |
| Change in provisions | 447 | 416 | (1 296) | (1 296) |
| Income tax paid | (6 260) | (27 285) | (4 704) | (9 623) |
| Change in employee liabilities | (13 799) | (25 230) | (6 879) | (1 159) |
| Change in grants and deferred income | 5 387 | 5 327 | (810) | (2 496) |
| Co-generation certificates and emission rights | (6 555) | (5 747) | (120) | (1 851) |
| Other | (71) | (783) | 43 | 78 |
| Net cash flows from operating activities | 50 630 | 105 318 | 117 451 | 187 557 |
| Cash flows from investing activities | ||||
| Disposal of tangible fixed assets and intangible assets | - | 11 | 42 | 1 334 |
| Purchase of tangible fixed assets and intangible assets | (40 168) | (103 973) | (30 531) | (102 867) |
| Acquisition of a subsidiary, net of cash acquired | - | - | - | (6,089) |
| Other capital outflows / inflows | (0) | 896 | - | - |
| Net cash flows from investing activities | (40 168) | (103 066) | (30 489) | (107 621) |
| Cash flows from financing activities | ||||
| Change to overdraft facilities | 44 770 | 44 770 | 9 | (6) |
| Repayment of leasing liabilities | (4 008) | (10 936) | (2 410) | (7 738) |
| Inflows/repayment of other financial liabilities | (449) | (0) | (419) | (421) |
| Inflows under loans and bonds | 69 954 | 215 575 | 1 673 | 13 956 |
| Repayment of loans, borrowings and debt securities | (179 206) | (306 567) | (33 553) | (76 513) |
| Dividend disbursed to shareholders of AP SA | (20 786) | (20 786) | - | - |
| Dividend disbursed to non-controlling shareholders | (15 179) | (15 179) | - | - |
| Interest paid Other |
(6 746) | (15 481) - |
(4 715) | (15 294) - |
| Net cash flows from financing activities | (111 650) | (108 605) | (39 415) | (86 016) |
| Increase/(decrease) in cash and cash equivalents | (101 188) | (106 353) | 47 547 | (6 080) |
| Net FX differences | 2 315 | (3 320) | 2 021 | 10 031 |
| Cash and cash equivalents at the beginning of the period | 244 764 | 255 563 | 220 268 | 265 885 |
| Cash and cash equivalents at the end of the period | 145 891 | 145 891 | 269 835 | 269 835 |
* information on the transformed data is provided in note 6.3
| Attributable to the shareholders of the Parent Entity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital | Reserve capital |
FX differences on translation of foreign operations |
Other reserves |
Retained earnings (Accumulated losses) |
Total | Equity attributable to non-controlling shareholders |
Total equity | |
| As at 01 January 2021 | 69 288 | 407 976 | 15 827 | 160 376 | 96 510 | 749 977 | 283 056 | 1 033 033 |
| Net profit (loss) for the period | - | - | - | - | 84 309 | 84 309 | 36 921 | 121 230 |
| Other comprehensive income (net) for the period | - | - | (3 079) | 29 471 | 2 386 | 28 778 | 6 093 | 34 870 |
| Total comprehensive income for the period | - | - | (3 079) | 29 471 | 86 695 | 113 087 | 43 014 | 156 101 |
| Profit distribution /Dividend for shareholders of AP SA | - | - | - | (17 399) | (3 387) | (20 786) | - | (20 786) |
| Dividend distribution to non-controlling entities | - | - | - | - | - | - | (15 179) | (15 179) |
| As at 30 September 2021 (unaudited) | 69 288 | 407 976 | 12 749 | 172 448 | 179 818 | 842 278 | 310 892 | 1 153 170 |
| Attributable to the shareholders of the Parent Entity | |||||
|---|---|---|---|---|---|
| ------------------------------------------------------- | -- | -- | -- | -- | -- |
| FX differences on |
||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital | Reserve capital |
translation of foreign operations |
Other reserves |
Retained earnings (Accumulated losses) |
Total | Equity attributable to non-controlling shareholders |
Total equity | |
| As at 01 January 2020 | 69 288 | 407 976 | (28 863) | 139 035 | 19 473 | 606 909 | 263 619 | 870 528 |
| Net profit (loss) for the period | - | - | - | - | 109 861 | 109 861 | 8 557 | 118 418 |
| Other comprehensive income (net) for the period | - | - | 18 389 | (29 757) | - | (11 368) | 1 | (11 367) |
| Total comprehensive income for the period | - | - | 18 389 | (29 757) | 109 861 | 98 493 | 8 559 | 107 052 |
| Profit distribution | - | - | - | 33 035 | (33 035) | - | - | - |
| As at 30 September 2020 (unaudited) | 69 288 | 407 976 | (10 474) | 142 313 | 96 300 | 705 402 | 272 178 | 977 580 |
Additional notes to the interim abbreviated consolidated financial statements
provided on pages 50 to 69 constitute an integral part hereof
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Continuing operations | ||||
| Sales of services | 10 279 | 14 142 | 4 933 | 13 927 |
| Interest income on loans | 1 300 | 2 127 | 1 166 | 2 880 |
| Dividend income | 38 358 | 38 358 | 14 983 | 15 287 |
| Sales revenues | 49 937 | 54 627 | 21 082 | 32 094 |
| Interest expense to related entities and costs of sales of logistics services |
(2 379) | (3 146) | (947) | (3 598) |
| Profit (loss) on sales | 47 558 | 51 481 | 20 135 | 28 496 |
| 191 | 478 | 318 | 629 | |
| Other operating income | ||||
| Administrative expenses | (11 551) | (16 018) | (4 896) | (15 221) |
| Impairment allowances to assets | (544) | (904) | (455) | (1 090) |
| Other operating expenses | (81) | (82) | (23) | (78) |
| Operating profit (loss) | 35 572 | 34 955 | 15 080 | 12 737 |
| Financial income | 2 351 | 3 429 | 799 | 3 221 |
| Financial expenses | (4 701) | (12 242) | (3 759) | (11 562) |
| Gross profit (loss) | 33 222 | 26 142 | 12 120 | 4 396 |
| Income tax | - | - | - | - |
| Net profit (loss) for the financial year | 33 222 | 26 142 | 12 120 | 4 396 |
| Earnings per share: | ||||
| – basic earnings from the profit (loss) for the period |
0,48 | 0,38 | 0,17 | 0,06 |
| – basic earnings from the profit (loss) from continuing operations for the period |
0,48 | 0,38 | 0,17 | 0,06 |
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Net profit (loss) for the reporting period | 33 222 | 26 142 | 12 120 | 4 396 |
| Items to be reclassified to profit (loss) in future reporting periods: |
||||
| FX differences on translation of foreign operations | 5 307 | 160 | (101) | (566) |
| Items that have been reclassified to the result in the current reporting period: |
||||
| Measurement of financial instruments | 2 216 | 2 342 | 916 | 839 |
| Other comprehensive income (net) | 7 523 | 2 502 | 816 | 273 |
| Total comprehensive income | 40 745 | 28 644 | 12 936 | 4 669 |
| As at 30 September 2021 (unaudited) |
As at 30 June 2021 (after review) |
As at 31 December 2020 (transformed) |
As at 30 September 2020 (transformed) |
|
|---|---|---|---|---|
| ASSETS | ||||
| Fixed assets | ||||
| Tangible fixed assets | 798 | 859 | 1 239 | 1 389 |
| Intangible assets | 1 322 | 1 323 | 1 440 | 1 515 |
| Shares in subsidiaries | 676 137 | 676 137 | 676 137 | 673 937 |
| Other financial assets | 3 544 | 4 731 | 22 982 | 23 389 |
| 681 801 | 683 050 | 701 798 | 700 230 | |
| Current assets | ||||
| Trade and other receivables | 33 336 | 27 707 | 28 973 | 26 676 |
| Income tax receivables | 4 | - | 335 | 372 |
| Other financial assets | 123 767 | 110 136 | 107 070 | 91 425 |
| Other non-financial assets | 4 948 | 3 882 | 3 793 | 2 412 |
| Cash and cash equivalents | 21 149 | 22 493 | 40 148 | 60 791 |
| 183 204 | 164 218 | 180 319 | 181 675 | |
| TOTAL ASSETS | 865 005 | 847 268 | 882 117 | 881 904 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 69 288 | 69 288 | 69 288 | 69 288 |
| Reserve capital | 427 502 | 427 502 | 427 502 | 427 502 |
| Other reserves | 121 684 | 121 916 | 136 150 | 103 953 |
| FX differences on translation | 610 | 808 | 450 | 1 219 |
| Retained earnings / Accumulated losses | (40 632) | (73 885) | (63 386) | (29 215) |
| Total equity | 578 453 | 545 629 | 570 004 | 572 747 |
| Long-term liabilities |
||||
| Interest-bearing loans, borrowings and bonds Employee |
116 201 | 113 084 | 28 093 | 31 195 |
| liabilities | 2 803 | 2 755 | 2 837 | 2 268 |
| Deferred income tax liability | - | - | 119 | - |
| Other long-term liabilities | 151 | 175 | - | 245 |
| Short-term liabilities |
119 155 | 116 014 | 31 049 | 33 708 |
| Interest-bearing loans, borrowings and bonds | 138 178 | 139 650 | 252 112 | 249 525 |
| Trade payables | 22 826 | 23 798 | 21 941 | 17 783 |
| Other financial liabilities | 353 | 130 | 2 717 | 2 488 |
| Other short-term liabilities | 5 653 | 21 660 | 2 064 | 5 402 |
| Employee liabilities | 388 | 387 | 1 638 | 251 |
| 167 398 | 185 625 | 280 472 | 275 449 | |
| TOTAL LIABILITIES |
286 553 | 301 639 | 311 521 | 309 157 |
| TOTAL EQUITY AND LIABILITIES | 865 005 | 847 268 | 881 526 | 881 904 |
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Gross profit (loss) | 34 122 | 26 142 | 12 120 | 4 396 |
| Adjustments for: | ||||
| Depreciation/amortisation | 77 | 317 | 172 | 571 |
| FX gains (loss) | (2 765) | (408) | 2 877 | 9 089 |
| Net interest | 572 | 4 857 | (2 740) | 3 976 |
| Profit / loss from investing activities | (19) | 242 | 86 | 234 |
| Increase / decrease in receivables and other non-financial assets Increase / decrease in liabilities except for loans, borrowings and debt |
(6 420) | (5 187) | 22 271 | 45 671 |
| securities | (1 484) | 859 | 4 969 | (16 595) |
| Change in accruals and prepayments | 5 515 | - | 269 | (5 394) |
| Change in provisions | 48 | (34) | 25 | 118 |
| Change to liabilities due to cash-pooling | (59 851) | (131 599) | 17 611 | 40 628 |
| Increase / decrease of loans granted to subsidiaries | 3 020 | 43 062 | 14 470 | 31 921 |
| Other | 171 | 3 571 | 378 | (296) |
| Net cash flows from operating activities | (27 014) | (58 177) | 72 509 | 114 318 |
| Cash flows from investing activities | ||||
| Disposal of tangible fixed assets and intangible assets | - | - | - | - |
| Purchase of tangible fixed assets and intangible assets | - | - | - | - |
| Net cash flows from investing activities | - | - | - | - |
| Cash flows from financing activities | ||||
| Repayment of leasing liabilities | 151 | 32 | (83) | (381) |
| Payment of dividend | (20 786) | (20 786) | - | - |
| Borrowings received | 47 507 | 193 111 | - | - |
| Repayment of loan liabilities | (1 211) | (130 715) | (33 555) | (76 513) |
| Interest paid | 9 | (2 464) | (3 191) | (8 573) |
| Net cash flows from financing activities | 87 816 | 39 178 | (36 829) | (85 467) |
| Change in cash and cash equivalents | (1 344) | (18 999) | 35 681 | 28 852 |
| Cash and cash equivalents at the beginning of the period | 22 493 | 40 148 | 25 110 | 31 939 |
| Cash and cash equivalents at the end of the period |
21 149 | 21 149 | 60 791 | 60 791 |
| Share capital | Reserve capital | FX differences on translation of foreign operations |
Other reserves | Retained earnings (Accumulated losses) |
Total equity | |
|---|---|---|---|---|---|---|
| As at 01 January 2021 | 69 288 | 427 502 | 450 | 136 741 | (63 386) | 570 594 |
| Net profit for the period Other comprehensive income (net) for the |
- | - | - | - | 26 142 | 26 142 |
| period | - | - | 160 | 2 342 | - | 2 502 |
| Total comprehensive income for the period | - | - | 160 | 2 342 | 26 142 | 28 644 |
| Financial profit distribution | - | - | - | - | - | - |
| Dividend distribution | - | - | - | (17 399) | (3 387) | (20 786) |
| As at 30 September 2021 (unaudited) | 69 288 | 427 502 | 610 | 121 684 | (40 632) | 578 452 |
Attributable to the shareholders of the Parent Entity
| Share capital | Reserve capital | FX differences on translation of foreign operations |
Other reserves | Retained earnings (Accumulated losses) |
Total equity | |
|---|---|---|---|---|---|---|
| As at 01 January 2020 | 69 288 | 427 502 | 1 785 | 103 115 | (33 611) | 568 078 |
| Net profit for the period Other comprehensive income (net) for the |
- | - | - | - | 4 396 | 4 396 |
| period | - | - | (566) | 839 | - | 273 |
| Total comprehensive income for the period Financial profit distribution |
- - |
- - |
(566) - |
839 - |
4 396 - |
4 669 - |
| As at 30 September 2020 (unaudited) | 69 288 | 427 502 | 1 219 | 103 953 | (29 215) | 572 747 |
Additional notes to the interim abbreviated standalone financial statements provided on pages 50 to 69 constitute an integral part hereof
The Arctic Paper Group is a leading European producer in terms of production volume of bulky book paper, offering a broad range of products in the segment and one of the leading producers of high-quality graphic paper in Europe. The Group produces numerous types of uncoated and coated wood-free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the advertising industry. As of the day hereof, the Arctic Paper Group employs app. 1,500 people in its Paper Mills and Pulp Mills, companies dealing in paper distribution, the procurement office and in a company of forest owners. Our Paper Mills are located in Poland and Sweden and have total production capacity of more than 685,000 tonnes of paper per year. The Pulp Mills are located in Sweden and have total production capacity of over 400,000 tonnes of pulp per year. The Group has thirteen offi ces which handle distribution and marketing of products offered by the Group providing access to all European markets, including Central and Eastern Europe.
Our consolidated sales revenues for nine months of 2021 amounted to PLN 2,459 million.
Arctic Paper S.A. is a holding company set up in April 2008. As a result of capital restructuring carried out in 2008, the Paper Mills Arctic Paper Kostrzyn (Poland) and Arctic Paper Munkedals (Sweden), Distribution Companies and Sales Offices have become the properties of Arctic Paper S.A. Previously, they were owned by Arctic Paper AB (now Trebruk AB), which was then the Parent Entity of Arctic Paper S.A. In addition, under the expansion, the Group acquired the Paper Mill of Arctic Paper Mochenwangen (Germany) in November 2008 and the Paper Mill Grycksbo (Sweden) in March 2010. In 2012, the Group acquired shares in Rottneros AB, a company listed on NASDAQ in Stockholm, Sweden, holding interests in two Pulp Mills (Sweden).
The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Zielona Góra, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
The interim abbreviated consolidated financial statements of the Group for 9 months of 2021 cover:
The principal business of the Arctic Paper Group is the production of paper and pulp.
The Group's additional business, subordinate to paper and pulp production, covers:
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 30 September 2021) 40,381,449 shares of our Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at Annual General Meetings. Thus Nemus Holding AB is the Parent Entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares r epresenting 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S. A. as at 30 September 2021 was 68.13% and has not changed until the date hereof.
The ultimate parent of the entire Arctic Paper Group is Incarta Development S.A., which is controlled by Mr Thomas Onstad.
The duration of the Company is indefinite.
The Group is composed of Arctic Paper S.A. and the following subsidiaries:
| Unit | Registered office | Group Profile | Group's interest in the equity of the subsidiary entities as at |
|||
|---|---|---|---|---|---|---|
| 09 November 2021 |
30 September 2021 |
17 August 2021 |
31 December 2020 |
|||
| Arctic Paper Kostrzyn S.A. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper Munkedals AB | Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper Mochenwangen GmbH | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Non-operating company, previously paper production |
99.74% | 99.74% | 99.74% | 99.74% |
| Arctic Paper Grycksbo AB | Sweden, Box 1, SE 790 20 Grycksbo | Paper production | 100% | 100% | 100% | 100% |
| Arctic Paper UK Limited | United Kingdom, 8 St Thomas Street SE1 9RR London |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Baltic States SIA | Latvia, K. Vardemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Deutschland GmbH | Germany, Am Sandtorkai 72, D-20457 Hamburg |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Benelux S.A. | Belgium, Ophemstraat 24, B-3050 Oud-Heverlee |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Schweiz AG | Switzerland, Gutenbergstrasse 1, CH-4552 Derendingen |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Italia srl | Italy, Via Cavriana 7, 20 134 Milan | Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472-474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Papierhandels GmbH | Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% | 100% |
| Unit | Registered office | Group Profile | Group's interest in the equity of the subsidiary entities as at |
|||
|---|---|---|---|---|---|---|
| 09 November 2021 |
30 September 2021 |
17 August 2021 |
31 December 2020 |
|||
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warszawa |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Norge AS | Norway, Eikenga 11-15, NO-0579 Oslo |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% | 100% |
| Arctic Power Sp.z o.o. (previously Arctic Paper East Sp. z o.o.) |
Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Energy production | 100% | 100% | 100% | 100% |
| Arctic Paper Investment GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Verwaltungs GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Immobilienverwaltung GmbH&Co. KG* |
Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
94.90% | 94.90% | 94.90% | 94.90% |
| Arctic Paper Investment AB ** | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% | 100% |
| EC Kostrzyn Sp. z o.o. | Poland, ul. Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Rental of properties and machines and equipment |
100% | 100% | 100% | 100% |
| Munkedals Kraft AB | Sweden, 455 81 Munkedal | Production of hydropower | 100% | 100% | 100% | 100% |
| Rottneros AB | Sweden, Söderhamn | Activities of holding companies |
51.27% | 51.27% | 51.27% | 51.27% |
| Rottneros Bruk AB | Sweden, Rottneros | Pulp production | 51.27% | 51.27% | 51.27% | 51.27% |
| Utansjo Bruk AB | Sweden, Söderhamn | Non-operating company | 51.27% | 51.27% | 51.27% | 51.27% |
| Vallviks Bruk AB | Sweden, Vallvik | Pulp production | 51.27% | 51.27% | 51.27% | 51.27% |
| Nykvist Skogs AB | Sweden, Gräsmark | Company grouping forest owners |
51.27% | 51.27% | 51.27% | 51.27% |
| Rottneros Packaging AB | Sweden, Sunne | Production of food packaging |
51.27% | 51.27% | 51.27% | 51.27% |
| SIA Rottneros Baltic | Latvia, Kuldiga | Procurement bureau | 51.27% | 51.27% | 51.27% | 51.27% |
* – companies established for the purpose of the acquisition of Arctic Paper Mochenwangen GmbH
** – the company established for the purpose of the acquisition of Grycksbo Paper Holding AB
On 1 January 2020 the Group – via Rottneros AB – acquired control over Nykvist Skogs AB, a company grouping private owners of forests in Sweden. The transaction provided a broader access to raw materials over a long -term horizon.
As at 30 September 2020, and as well as on the day hereof, the percentage of voting rights he ld by the Group in its subsidiaries corresponded to the percentage held in the share capital of those entities. All subsidiaries within the Group ar e consolidated under the full method from the day of obtaining control by the Group and cease to be consolid ated from the day the control has been transferred out of the Group.
On 1 October 2012, Arctic Paper Munkedals AB purchased 50% shares in Kalltorp Kraft Handelsbolaget with its registered office in Trolhattan, Sweden. Kalltorp Kraft is involved in the production of energy in its hydro power plant. The purpose of
the purchase was to implement the strategy of increasing its own energy potential. The involvement in Kalltorp has been accounted for as a joint venture and is measured using the equity method.
As at 30 September 2021, the Parent Entity's Management Board was composed of:
Until the date hereof, there were no changes to the composition of the Management Board of the Parent Entity.
As at 30 September 2021, the Parent Entity's Supervisory Board was composed of:
On 20 May 2021, Ms Dorota Raben resigned as a Member of the Supervisory Board of the Company with effect from 22 June 2021.
On 26 May 2021, Mr Mariusz Grendowicz resigned as a Member of the Supervisory Board of the Company with effect from 22 June 2021.
On 22 June 2021, the Ordinary General Meeting of the Company adopted a resolution to appoint Ms Zofia Dzik and Ms Anna Jakubowski to the Supervisory Board.
— Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Entity.
As at 30 September 2021, the Parent Entity's Audit Committee was composed of:
Until the date hereof, there were no changes in the composition of the Audit Committee of the Parent Entity.
These interim abbreviated consolidated financial statements were approved for publicatio n by the Management Board on 09 November 2021.
These interim abbreviated consolidated financial statements were prepared in accordance with the requirements of International Accounting Standard No. 34 and the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulation s of a third country may be recognised as equivalent (Journal of Laws of 2018, item 757).
These interim abbreviated consolidated financial statements have been presented in Polish zloty ("PLN") and all values are rounded to the nearest thousand (PLN '000) except as stated otherwi se.
These interim abbreviated consolidated financial statements have been prepared based on the assumption that the Group will continue as a going concern in the foreseeable future.
The interim abbreviated consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended on 31 December 2020.
In the three quarters of 2021 the Arctic Paper Group did not suffer as a result of the COVID19 virus pandemic.
Our priority was to ensure that our employees stay healthy and that they can work in safe conditions. We implemented organisational measures to mitigate the risk of infection and spread of the coronavirus among the employees of our factories and pulp mills. As a result of restrictions in contacts with our customers, communication was transferred to the electronic sphere.
At this time, it is difficult to forecast what the impact of the pandemic and the associated economic and social impacts will be on the Arctic Paper Group's results and operations in the coming months of 2021, particularly in the context of the identification of new mutations of the virus.
With reference to the above and the standpoint detailed in item 6.2 of the consolidated financial statements for 2020, in the opinion of the Group management the assumption that the Group will hold sufficient resources to continue its business operations for minimum 12 months of the balance sheet date is justified.
In the opinion of the Group's management, the above circumstances and the uninterrupted operation of the production units throughout 2020 and the first nine months of 2021 justify the assumption that the Group is well prepared for the risk of a pandemic also in the following months and will have sufficient resources to continue its business activities for at least 12 months after the balance sheet date. The Group's management has concluded that the impact of the possible scenarios considered in making this judgement does not give rise to a material uncertainty about events and circumstances that would cast significant doubt about the Group's ability to continue as a going concern for at least 12 months after the balance sheet date.
The accounting principles (policies) applied to prepare the interim abbreviated consolidated financial statements are compliant with those applied to the annual consolidated financial statements of the Group for the year ended on 31 December 2020, with the following exceptions:
— Amendments to IFRS 4 Insurance Contracts (effective for annual periods beginning on or after 1 January 2021) – Amendments extend the period of temporary exemption from the application of IFRS 9 Financial Instruments by two years to annual periods beginning on 1 January 2023 in order to align with the first application of IFRS 17 Insurance Contracts, which replaces IFRS 4 Insurance Contracts.
The aforesaid amendments did not have any significant impact on the Group's financial statements.
The following standards and interpretations were issued by the International Accounting Standards Board (IASB) or the International Financial Reporting Interpretations Committee (IFRIC) but are not yet effective:
explains what costs an entity uses in assessing whether a particular contract will result in a loss. The package also includes Amendments to International Financial Reporting Standards 2018 -2020 which clarify the vocabulary used and correct minor inconsistencies, omissions or contradictions between the standards' requirements in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and examples in IFRS 16 Leases;
— Amendments to IAS 1 Presentation of Financial Statements Presentation of Liabilities as Current or Non -Current (effective for annual periods beginning on or after 1 January 2023, earlier application permitted – Amendments not yet endorsed by the EU) – The amendments clarify that the presentation of liabilities as current or non-current should be based only on the entity's right at the reporting date to defer settlement of the liability. Such right to defer the payment of a liability for minimum 12 months from the reporting date does not have to be unconditional but it has to be material. The above presentation is not affected by intentions or expectations of the Entity's management as to the exercising of the right or the date when this is to happen. The amendments further provide clarification as to the events that are treated as discharge of liabilities.
— Amendments to IAS 1 Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2023, earlier application permitted – Amendments not yet endorsed by the EU) – Amendments to IAS 1 require entities to disclose significant accounting policies instead of significant accounting policies;
— Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (effective for annual periods beginning on or after 1 January 2023, earlier application permitted – Amendments not yet endorsed by the EU) – The amendments introduce a definition of an estimate and include other amendments to IAS 8 clarifying how to distin guish a change in accounting policy from a change in estimate. The above distinction is very important because changes in accounting policies are generally applied retrospectively while changes in estimates are recognised in the period in which the changes occur.
The Group does not expect the above changes to have a significant impact on its financial statements.
The Group has not decided to adopt earlier any other standard, interpretation or amendment that was issued but is not yet effective.
Transactions denominated in currencies other than the functional currency of the entity are translated into the presentation currency at the FX rate prevailing on the transaction date.
On the balance sheet date, monetary assets and liabilities expressed in currencies other than the functional currency of the entity are translated into the functional currency using the mean FX rate prevailing for the presentation currency as at the end of the reporting period. FX differences from translation are recognised under financial income or financial expenses or are capitalised as cost of assets, as defined in the accounting policies. Non -monetary foreign currency assets and liabilities recognised at historical cost are translated at the historical FX rates prevailing on the transaction date. Non-monetary foreign currency assets and liabilities recognised at fair value are translated into PLN using the rate of exchange prevailin g on the date of revaluation to fair value.
The functional currencies of the foreign subsidiaries are EUR, SEK, DKK, NOK, GBP and CHF. As on the balance sheet date, the assets and liabilities of those subsidiaries are translated into the presentation currency of the Group (PLN) at th e rate of exchange prevailing on the balance sheet date and their profit and loss accounts are translated using the average weighted exchange rates for the relevant reporting period. The FX differences on translation are recognised in other total comprehensive income and cumulated in a separate equity item. On disposal of a foreign operation, the cumulative amount of the deferred exchange differences recognised in equity and relating to that particular foreign operation shall be recognised in the profit and loss account.
Exchange differences on loans treated in compliance with IAS 21 as investments in subsidiaries are recognised in the interim abbreviated consolidated financial statements in other total comprehensive income.
| 30 September 2021 | 31 December 2020 | |
|---|---|---|
| USD | 3.9925 | 3.7584 |
| EUR | 4.6329 | 4.6148 |
| SEK | 0.4543 | 0.4598 |
| DKK | 0.6230 | 0.6202 |
| NOK | 0.4531 | 0.4400 |
| GBP | 5.3653 | 5.1327 |
| CHF | 4.2725 | 4.2641 |
The following exchange rates were used for book valuation purposes:
| 01.01 – 30.09.2021 | 01.01 – 30.09.2020 | |
|---|---|---|
| USD | 3.8049 | 3.9372 |
| EUR | 4.5491 | 4.4241 |
| SEK | 0.4480 | 0.4191 |
| DKK | 0.6117 | 0.5932 |
| NOK | 0.4448 | 0.4131 |
| GBP | 5.2696 | 4.9998 |
| CHF | 4.1723 | 4.1438 |
As of 30 June 2021, the Group has separated new items in the statement of financial position: employee liabilities and grants and deferred income, in the non-current and current portions of liabilities, respectively. Employee liabilities primarily comprise provisions for retirement benefits, liabilities for wages and salaries and social security and accruals for unused leave and bonuses. Grants and deferred income include grants for tangible and intangible fixed assets and other deferred income.
The table below shows the impact of the change in presentat ion on selected items in the statement of financial position as at 31 December 2020 and 30 September 2020
| Impact of the | |||
|---|---|---|---|
| Approved data | adjustment | Transformed data | |
| Impact on the consolidated report on financing activities as at 31 December 2020 | |||
| Long-term liabilities (selected items) | |||
| Provisions | 137 373 | (135 994) | 1 379 |
| Employee liabilities | - | 135 994 | 135 994 |
| Grants and deferred income | - | 14 631 | 14 631 |
| Accruals and deferred income | 14 631 | (14 631) | - |
| Short-term liabilities (selected items) | |||
| Provisions | 756 | (640) | 116 |
| Trade and other payables | 379 445 | (11 694) | 367 751 |
| Employee liabilities | - | 106 069 | 106 069 |
| Grants and deferred income | - | 5 618 | 5 618 |
| Accruals and deferred income | 99 353 | (99 353) | - |
| Total impact on equity and liabilities | 631 558 | - | 631 558 |
| Approved data | Impact of the adjustment |
Transformed data | |
|---|---|---|---|
| Impact on the consolidated statement of financial activities at 30 September 2020 | |||
| Long-term liabilities (selected items) | |||
| Provisions | 130 331 | (129 042) | 1 289 |
| Employee liabilities | - | 129 042 | 129 042 |
| Grants and deferred income | - | 15 386 | 15 386 |
| Accruals and deferred income | 15 386 | (15 386) | - |
| Short-term liabilities (selected items) | |||
| Provisions | 3 907 | (837) | 3 070 |
| Trade and other payables | 424 158 | (6 228) | 417 930 |
| Employee liabilities | - | 91 085 | 91 085 |
| Grants and deferred income | - | 2 466 | 2 466 |
| Accruals and deferred income | 86 486 | (86 486) | - |
| Total impact on equity and liabilities | 660 268 | - | 660 268 |
In addition, in order to standardise the presentation under non -current other financial and non-financial assets, the amount of PLN 2,283 thousand was transferred from other non -financial assets to other financial assets as at 31 December 2020 (30 September 2020: PLN 1,826 thousand).
The Group's activities are not of seasonal nature. Therefore, the results presented by the Group do not change significantly during the year.
Operational segments cover continuing activities. The Group's principal activity is the production of paper and pulp. The paper production business is presented as the "Uncoated" and "Coated" segments. Pulp production activities are presented as the "Pulp" segment.
The Group identifies four business segments:
The exclusions include the exclusions of turnover and settlements between segments and the results of operations of Arctic Paper S.A. and Arctic Paper Finance AB.
The split of operating segments into the uncoated and coated paper segments is due to the following factors:
— Demand for products and their supply as well as the prices of products sold in the market are affected by key operational factors for each segment, such as e.g. the production capacity level in the specific paper segment,
Every month, on the basis of internal reports received from companies (apart from co mpanies of the Rottneros Group), the results in each operating segment are analysed by the management of the Group. The financial results of companies in the Rottneros Groups are analysed on the basis of quarterly financial results published on the website s of Rottneros AB.
The operating results are measured primarily on the basis of EBITDA calculated by adding depreciation/amortisation and impairment allowances to tangible fixed assets and intangible assets to operating profit (loss), in each case in compl iance with EU IFRS. In accordance with EU IFRS, EBITDA is not a metric of operating profit (loss), operational results or liquidity . EBITDA is a metric that the Management Board uses to manage the operations.
Transactions between segments are concluded at arms' length like between unrelated entities.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 9 months ended on 30 September 2021 and as at 30 September 2021.
| Continuing operations | ||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
| Revenues | ||||||
| Sales to external customers | 1 226 470 | 492 613 | 739 946 | 2 459 029 | - | 2 459 029 |
| Sales between segments | - | 15 475 | 23 920 | 39 395 | (39 395) | - |
| Total segment revenues | 1 226 470 | 508 087 | 763 867 | 2 498 424 | (39 395) | 2 459 029 |
| Result of the segment | ||||||
| EBITDA | 123 813 | 9 778 | 129 456 | 263 047 | (4 541) | 258 507 |
| Depreciation/amortisation | (52 713) | (4 141) | (30 855) | (87 709) | (317) | (88 026) |
| Operating profit (loss) | 71 100 | 5 637 | 98 601 | 175 338 | (4 858) | 170 481 |
| Interest income | 50 | 69 | - | 119 | 194 | 313 |
| Interest expense | (532) | (2 712) | (9 408) | (12 653) | (3 349) | (16 001) |
| FX gains and other financial income | 1 493 | 440 | 6 720 | 8 653 | (6 897) | 1 757 |
| FX losses and other financial expenses | (4 871) | (3 798) | - | (8 669) | 3 291 | (5 378) |
| Gross profit | 67 241 | (364) | 95 913 | 162 790 | (11 618) | 151 172 |
| Assets of the segment | 1 094 139 | 296 433 | 981 795 | 2 372 368 | (97 316) | 2 275 052 |
| Liabilities of the segment | 574 394 | 370 547 | 293 478 | 1 238 418 | (174 399) | 1 064 020 |
| Capital expenditures | (72 283) | (6 369) | (25 301) | (103 953) | (20) | (103 973) |
| Interests in joint ventures | 1 658 | - | - | 1 658 | - | 1 658 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 2,070 thousand, of which PLN 313 thousand is interest income) and financial expenses (PLN 21,379 thousand of which PLN 16,001 thousand is interest expense), depreciation/amortisation (PLN 88,026 thousand), and income tax liability (PLN -29,942). thousand).
— Segment assets do not include deferred taxes (PLN 19,872 thousand), as this item is managed at Group level and interests in joint ventures (PLN 1,658 thousand). Segment liabilities do not in clude deferred taxes (PLN 79,392 thousand), since this item is managed at the Group level.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 3 months ended on 30 September 2021 and as at 30 September 2021.
| Continuing operations | ||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
| Revenues | ||||||
| Sales to external customers | 447 479 | 197 483 | 244 694 | 889 656 | - | 889 656 |
| Sales between segments | - | 4 080 | 10 613 | 14 693 | (14 693) | - |
| Total segment revenues | 447 479 | 201 563 | 255 306 | 904 349 | (14 693) | 889 656 |
| Result of the segment | ||||||
| EBITDA | 39 056 | 9 572 | 55 993 | 104 621 | (2 522) | 102 099 |
| Depreciation/amortisation | (17 856) | (1 263) | (10 133) | (29 253) | (74) | (29 327) |
| Operating profit (loss) | 21 199 | 8 309 | 45 860 | 75 368 | (2 596) | 72 773 |
| Interest income | 55 | 30 | - | 85 | 1 | 86 |
| Interest expense | (353) | (874) | (4 928) | (6 155) | (293) | (6 448) |
| FX gains and other financial income | 519 | 144 | 2 240 | 2 903 | (2 656) | 247 |
| FX losses and other financial expenses | (445) | (1 728) | - | (2 173) | 1 589 | (584) |
| Gross profit | 20 975 | 5 881 | 43 172 | 70 028 | (3 954) | 66 074 |
| Assets of the segment | 1 094 139 | 296 433 | 981 795 | 2 372 368 | (97 316) | 2 275 052 |
| Liabilities of the segment | 574 394 | 370 547 | 293 478 | 1 238 418 | (174 399) | 1 064 020 |
| Capital expenditures | (28 704) | (2 237) | (9 216) | (40 157) | (11) | (40 168) |
| Interests in joint ventures | 1 658 | - | - | 1 658 | - | 1 658 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 333 thousand, of which PLN 86 thousand is interest income) and financial expenses (PLN 7,032 thousand of which PLN 6,448 thousand is interest expense), depreciation/amortisation (PLN 29,327 thousand), and income tax liability (PLN -12,713 thousand).
— Segment assets do not include deferred taxes (PLN 19,872 thousand), as this item is managed at Group level and interests in joint ventures (PLN 1,658 thousand). Segment liabilities do not include deferred taxes (PLN 79,392 thousand), since this item is managed at the Group level.
The table below presents transformed data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 9 months ended on 30 September 2020 and as at 31 December 2020.
| Continuing operations | ||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
| Revenues | ||||||
| Sales to external customers | 1 080 174 | 403 239 | 649 371 | 2 132 784 | - | 2 132 784 |
| Sales between segments | - | 17 716 | 22 379 | 40 095 | (40 095) | - |
| Total segment revenues | 1 080 174 | 420 955 | 671 749 | 2 172 878 | (40 095) | 2 132 784 |
| Result of the segment | ||||||
| EBITDA | 157 258 | 30 224 | 61 601 | 249 084 | (2 821) | 246 263 |
| Depreciation/amortisation | (49 023) | (3 413) | (30 130) | (82 566) | (669) | (83 235) |
| Operating profit (loss) | 108 236 | 26 811 | 31 471 | 166 518 | (3 490) | 163 028 |
| Interest income | 290 | 110 | - | 400 | 232 | 632 |
| Interest expense | (2 797) | (2 927) | (6 286) | (12 010) | (4 203) | (16 213) |
| FX gains and other financial income | 4 398 | 72 | (1 676) | 2 794 | (2 794) | (0) |
| FX losses and other financial expenses | (3 854) | (5 453) | - | (9 307) | 668 | (8 640) |
| Gross profit (loss) | 106 272 | 18 614 | 23 509 | 148 395 | (9 587) | 138 807 |
| Assets of the segment Liabilities of the segment |
1 019 390 446 214 |
313 735 409 052 |
1 013 394 386 692 |
2 346 519 1 241 957 |
(236 669) (209 793) |
2 109 850 1 032 164 |
| Capital expenditures | (56 757) | (10 479) | (35 631) | (102 867) | - | (102 867) |
| Interests in joint ventures | 1 678 | - | - | 1 678 | - | 1 678 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 632 thousand, of which PLN 632 thousand is interest income) and financial expenses (PLN 24,853 thousand of which PLN 16,213 thousand is interest expense), depreciation/amortisation (PLN 83,235 thousand), and income tax liability (PLN -20,389 thousand).
— Segment assets do not include deferred taxes (PLN 25,117 thousand), as this item is managed at Group level and interests in joint ventures (PLN 1,678 thousand). Segment liabilities do not include deferred taxes (PLN 71,448 thousand), since this item is managed at the Group level.
The table below presents transformed data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 3 months ended on 30 September 2020 and as at 31 December 2020.
| Continuing operations | ||||||
|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Total | Exclusions | Total continuing operations |
|
| Revenues | ||||||
| Sales to external customers | 361 770 | 130 090 | 210 976 | 702 836 | - | 702 836 |
| Sales between segments | - | 5 687 | 7 446 | 13 132 | (13 132) | - |
| Total segment revenues | 361 770 | 135 776 | 218 422 | 715 968 | (13 132) | 702 836 |
| Result of the segment | ||||||
| EBITDA | 59 556 | 10 368 | 16 476 | 86 400 | 12 | 86 412 |
| Depreciation/amortisation | (16 522) | (1 009) | (9 596) | (27 127) | (152) | (27 279) |
| Operating profit (loss) | 43 034 | 9 359 | 6 879 | 59 272 | (140) | 59 132 |
| Interest income | 68 | 29 | - | 96 | (167) | (71) |
| Interest expense | (738) | (1 031) | (2 146) | (3 915) | (950) | (4 865) |
| FX gains and other financial income | 1 888 | 24 | (2 504) | (592) | 582 | (10) |
| FX losses and other financial expenses | (1 418) | (1 172) | - | (2 590) | (1 223) | (3 813) |
| Gross profit (loss) | 42 833 | 7 209 | 2 229 | 52 271 | (1 898) | 50 373 |
| Assets of the segment | 1 019 390 | 313 735 | 1 013 394 | 2 346 519 | (236 669) | 2 109 850 |
| Liabilities of the segment | 446 214 | 409 052 | 386 692 | - 1 241 957 - |
- (209 793) - |
- 1 032 164 - |
| Capital expenditures | (19 373) | (1 288) | (9 870) | (30 531) - |
- - |
(30 531) - |
| Interests in joint ventures | 1 678 | - | - | 1 678 | - | 1 678 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN -81 thousand, of which PLN -71 thousand is interest income) and financial expenses (PLN 8,678 thousand of which PLN 4,865 thousand is interest expense), depreciation/amortisation (PLN 27,279 thousand), and income tax liability (PLN -5,017 thousand).
— Segment assets do not include deferred taxes (PLN 25,117 thousand), as this item is managed at Group level and interests in joint ventures (PLN 1,678 thousand). Segment liabilities do not include deferred taxes (PLN 71,448 thousand), since this item is managed at the Group level.
Dividend is paid based on the net profit disclosed in the standalone annual financial statements of Arctic Paper S.A. after covering losses carried forward from last years.
In accordance with provisions of the Code of Commercial Companies, the Parent Entity is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the standalone financial statements of the Parent Entity should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the Parent Entity. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the Parent Entity and cannot be distributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholde rs depends on the level of payments received from its subsidiaries. The risk associated with the Company's ability to disburse dividend was described in the part "Risk factors" of the annual report for 2020.
In connection with the term and revolving loan agreements signed on 2 April 2021, the Company's ability to pay dividends is subject to the Group meeting certain financial ratios in the period prior to payment (as that term is defined in the term and revolving loan agreement) and there being no event of default (as that term is defined in the term and revolving loan agreement).
In 2020 the Company did not pay out dividend.
On 26 February 2021, the Management Board of the Company, taking into account the preliminary financial results of the Company and the Arctic Paper S.A. Capital Group for the year 2020, made a decision to recommend to the Annual General Meeting of the Company to pay a dividend from the Company's net profit for the financial year 2020 and from the net profits from previous years accumulated on the Company's reserve capital, in the total amount of PLN 20,786,334.90, i.e. PLN 0.30 gross per share. This recommendation was positively reviewed by the Company's Supervisory Board on 25 March 2021.
The recommendation of the Management Board together with the opinion of the Supervisory Board was submitted to the General Meeting of Shareholders for resolution. The final decision on the distribution of the Company's 2020 profit and the payment of the dividend was taken by the Annual General Meeting held on 22 June 2021. Pursuant to the resolution of the AGM, on 14 July 2021, the Company paid a dividend as recommended by the Management Board and the Supervisory Board.
In Q3 2021, Rottneros AB paid 68 million dividends (SEK 0.45 per share). 48.73% of this amount (PLN 15,179 thousand) accrued to non-controlling shareholders and the remaining amount was received by APSA.
Earnings/(loss) per share are established by dividing the net profit/(loss) for the reporting period attributable to the Company's ordinary shareholders by the weighted average number of ordinary shares outstanding in the reporting period.
Information regarding profit/(loss) and the number of shares which constituted the basis to calculate earnings/(loss) per share and diluted earnings/(loss) per share on continuing operations and overall operations is presented below:
| 3-month period ended on 30 September 2021 (unaudited) |
9-month period ended on 30 September 2021 (unaudited) |
3-month period ended on 30 September 2020 (unaudited) |
9-month period ended on 30 September 2020 (unaudited) |
|
|---|---|---|---|---|
| Net profit (loss) period from continuing operations attributable to the shareholders of the Parent Entity |
36 843 | 84 309 | 44 457 | 109 861 |
| Net profit / (loss) attributable to the shareholders of the Parent Entity |
36 843 | 84 309 | 44 457 | 109 861 |
| Total number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Weighted average number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Profit (loss) per share (in PLN) – basic earnings from the profit (loss) for the period attributable to the shareholders of the Parent Entity |
0.53 | 1.22 | 0.64 | 1.59 |
| Diluted profit (loss) per share (in PLN) | ||||
| – from the profit (loss) for the period attributable to the shareholders of the Parent Entity |
0.53 | 1.22 | 0.64 | 1.59 |
On 1 January 2020 the Group – via Rottneros AB – acquired control over Nykvist Skogs AB, a company grouping private owners of forests in Sweden. The transaction provided a broader access to raw materials over a long -term horizon. The Group recognised goodwill (asset) of PLN 8,524 thousand. The net expense (net of receivables as at the acquisition date and the amount of the acquired cash) was PLN 6.089 million.
In the period covered with these financial statements, the Group partly repaid its term loan under the loan agreement of 9 September 2016 with a bank consortium of PLN 126,913 thousand. It also made a partial repayment of a loan of PLN 896 thousand from Nordea Bank.
In April 2021, the Group signed a new term loan and revolving loan agreement under which it entered into a term loan in the amount of PLN 148,373 thousand and a revolving loan of PLN 144,770 thousand (see description below).
In addition, in July 2021 the RROS Group redeemed the entire SEK bonds for PLN 178,758 thousand (SEK 400 million) and took out a loan to repay these bonds of PLN 67,202 thousand (SEK 150 million). The redeemed bonds were cancelled and delisted from the Nasdaq Stockholm exchange. The loan from Den Danske carries an inter est rate of 3M STIBOR plus margin and has a term of 2 years with the possibility of extension.
The other changes to loans and borrowings as at 30 September 2021, compared to 31 December 2020 result mainly from balance sheet evaluation.
On 2 April 2021 the Company signed a term and revolving loan agreement ("Loan Agreement") which was concluded between the Company as the borrower and guarantor, subsidiaries of the Company: Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, as guarantors ("Guarantors") and a consortium of banks as follows: Santander Bank Polska S.A. (the "Collateral Agent"), BNP Paribas Bank Polska S.A. and Bank Polska Kasa Opieki S.A. (collectively: "Lenders"), pursuant to which the Lenders granted to the Company a term loan divided into two tranches in the amounts of PLN 75,000,000 and EUR 16,100,000, respectively, and a revolving loan in the total amount of EUR 32,200,000 (collectively, the "Loans").
In order to secure the claims of the Lenders under the Loan Agreement and the related financing documents, the Company and the Guarantors established, inter alia, the following securities: registered pledge and financial pledge on the shares of Arctic Paper Kostrzyn S.A., pledges on the shares of companies under Swedish law, i.e. Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, statements on submission to execution by the Company and Arctic Paper Kostrzyn S.A, registered and financial pledges on bank accounts of the Company and Arctic Paper Kostrzyn S.A. , pledges on bank accounts of Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, mortgages established on real properties of Arctic Paper Kostrzyn S.A, mortgages established on properties of Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, regi stered pledges on assets of Arctic Paper Kostrzyn S.A. and security of rights under property insurance policies of the Company, Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB.
The agreements listed above constitute the acquisition of alternative financing and a change to the funding structure of the Company's capital group.
In accordance with the Loan Agreement, the Lenders provided the Company with the following Loans:
(i) a Term Loan repayable in two tranches: the first tranche in the amount of PLN 75,000,000 (seventy five million) and the second tranche in the amount of EUR 16,100,000 (sixteen million and one hundred thousand euro) (the "Term Loan"); and (ii) a revolving loan of EUR 32,200,000 (thirty-two million, two hundred thousand euro) (the "Revolving Loan").
Subject to the relevant terms of the Loan Agreement, the Term Loan was made available to refinance the existing financial indebtedness of the Company and its certain subsidiaries.
Subject to the relevant terms and conditions of the Loan Agreement, amounts raised under the Revolving Loan may be used for general corporate purposes and to fund the working capital of the Company and its certain subsidiaries (including intra group lending in any form).
In accordance with the provisions of the Loan Agreement interest rate is variable, based on the WIBOR base rate in the case of financing in PLN and the EURIBOR base rate in the case of financing in EUR and a variable margin, the level of which will depend on the level of the net debt to EBITDA ratio.
In compliance with the Loan Agreement, some Loans will be repaid by:
(i) in the case of a Term Loan, on the day falling five years after the date of conclusion of the Loan Agreement; and (ii) in the case of a Revolving Loan, on the date falling three years after the conclusion of the Loan Agreement with the option to extend the terms of the Revolving Loan for an additional two years in accordance with the terms of the Loan Agreement.
The Term Loans are repayable in equal semi-annual instalments commencing in November 2021 and the Revolving Loan is repayable on the final repayment date.
On 28 May 2021, the loan amounts were made available to the Company by the Lenders in accordance with the Loan Agreement. In connection with the disbursement of the Loans there has been:
i. the full repayment of the Company's existing indebtedness under the Term and Revolving Loan Agreement of 9 September 2016 (as amended) entered into between the Company, as lender, the Company's subsidiaries: Ar ctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, as guarantors and a consortium of banks as follows: BNP Paribas Bank Polska S.A., European Bank for Reconstruction and Development and Santander Bank Polska S.A. as mandated lead arrangers and lenders, Santander Bank Polska S.A. as agent and BNP Paribas Bank Polska S.A. as collateral agent (the "Previous Loan Agreement"), the execution of which was announced by the Company in current report No. 20/2016 of 9 September 2016; and
ii. closing and full settlement of the closing amount in respect of interest rate hedging transactions (irs) entered into in connection with the Previous Loan Agreement (the "Hedging Agreements").
At the same time, with the repayment of the Company's indebtedness under the Previous Loan Agreement, the Hedging Agreements and the early redemption of all of the Series A Bonds, as announced by the Company in current report No. 8/2021 of 1 March 2021, all collateral provided by the Company and the Company's subsidi aries expired: Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB in connection with an intercreditor agreement, under the English name – intercreditor agreement – concluded between the Company, Mr Thomas Onstad, Santander Bank Polska (formerly: Bank Zachodni WBK S.A.), Haitong Bank Spółka Akcyjna, BNP Paribas Bank Polska S.A. (formerly: Bank BGŻ BNP Paribas S.A.) and other parties (the "Intercreditor Agreement"). The Company reported on the conclusion of the Intercreditor Agreement and the establishment of collateral in connection with this agreement in current report No. 20/2016 of 9 September 2016.
There were no changes in share capital as at 30 September 2021 compared to 31 December 2020.
The Group uses the following financial instruments: cash on hand and in bank accounts, loans, receivables, payables including lease agreements and interest SWAP contracts, forward contracts for the purchase of electricity, forward contracts for the sale of pulp and forward FX contracts.
As at 30 September 2021, the Company held the following financial instruments: cash on hand and in bank accounts, loans, receivables, payables including lease agreements and interest SWAP contracts, forward power purchase contracts and forward pulp sale contracts.
In order to reduce the volatility of the projected cash flows related to FX risk, the Group companies use FX risk hedging based on the use of derivatives related to the FX market. Those in particular include forward term contracts. Additionally, in order to mitigate the volatility of future energy prices, the Paper Mills and Pulp Mills in Sweden apply forward contracts fo r the purchase of electricity. The companies in the Rottneros Group, in order to reduce the volatility of future receipts from pulp sales, enter into forward contracts for the sale of pulp. Arctic Paper S.A., in order to mitigate the volatility of futu re interest costs on loans, has concluded interest rate SWAP contracts.
As at 30 September 2021, the Group has dedicated the following financial instruments to hedge accounting: interest SWAP contracts, forward power purchase contracts and forward pulp sale contracts.
In connection with the signing of the term and revolving loan agreement on 2 April 2021, Arctic Paper SA entered into new interest SWAP contracts, described in more detail in the table below.
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
Hedge of cash flows related to variable interest rate on the PLN long-term loan |
|
|---|---|---|---|
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 3M EURIBOR |
Future PLN interest flows on PLN loan calculated on the basis of 3M WIBOR |
|
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
SWAP transaction under which the Company agreed to pay interest in PLN on the PLN loan on the basis of a fixed interest rate |
|
| Currency | Date | Loan amount PLN as of 30.09.2021 | |
| EUR | 2021-04-02 – 2026-04-02 | 28 868 759 | |
| EUR | 2021-04-02 – 2026-04-02 | 21 687 306 | |
| EUR | 2021-04-02 – 2026-04-02 | 21 687 306 | |
| 72 243 372 | |||
| PLN | 2021-04-02 – 2026-04-02 | 29 688 517 | |
| PLN | 2021-04-02 – 2026-04-02 | 22 301 776 | |
| PLN | 2021-04-02 – 2026-04-02 | 22 301 776 | |
| 74 292 069 | |||
| The total value of loans is secured with an interest rate swap | 146 535 441 |
As at 30 September 2021, the Capital Group reported:
Arctic Paper S.A. and its subsidiaries are not a party to any legal cases filed in court against them.
On 4 October 2021, the Company's Supervisory Board approved the "Arctic Paper Group Strategy for 2022 – 2030" presented by the Issuer's Management Board. With the Group's new strategy to 2030, Arctic Paper will accelerate its transformation into a more comprehensive company, leveraging the synergies and competencies of its existing businesses. The Company's strategic directions are reflected in its 4 pillars: packaging, energy, graphic paper and cellulose.
With its strong position as a premium paper producer and owner of the recognisable Graphic Paper and Pulp brands, as part of its Four Pillars(4P) strategy, the Group will invest in two new business areas where sustainability and renewable resource s – packaging and energy – play a key role.
The Group's main strategic objectives for the 2030 horizon are:
The total investment between 2022 and 2030 in all four pillars is planned at over PLN 1.5 billion, of which around 40 per cent of this amount will be allocated to new business areas.The Group assumes that it will achieve carbon neutrality by 2035 at th e latest.
On October 21, 2021, Arctic Paper SA and Rottneros AB signed a letter of intent to establish a joint venture to build a moulded cellulose fiber packaging factory. The start-up of the new factory in Kostrzyn nad Odrą in Poland is planned for the end of 2023. The investment is expected to amount to EUR 12-15 million (approx. PLN 55-70 million), including the Issuer's share of 50%. The method of financing the investment is still under arrangements.
The production capacity of the new factory is estimated at 60-80 million trays per year. According to the Issuer's estimates, the investment will generate an annual revenue of 9-11 MEUR (approx. PLN 40-50).
The new investment will benefit from the experience of Rottneros Packaging AB in the production of cellulose packaging. The planned products are both non-laminated and laminated trays for packing in the so-called a modified atmosphere with an oxygen barrier that provides up to three weeks of shelf life for packaged articles.
The investment is an important element of the implementation of the new Arctic Paper 4P strategy, which includes broadening the Arctic Paper offer with new, rapidly developing segments (packaging production, production and energy trading).
After 30 September 2021, until the date hereof there were no other material events requiring disclosure in this report with the exception of those events that were disclosed in this report in paragraphs above.
Signatures of the Members of the Management Board
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 09 November 2021 | signed with a qualified electronic signature |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 09 November 2021 | signed with a qualified electronic signature |
Head Office Branch in Sweden
Arctic Paper S.A.
Fabryczna 1 Södra Gubberogatan 20 PL 66-470, Kostrzyn nad Odrą, Poland 416 63 Göteborg, Sweden
Phone +48 95 721 500 Phone: +46 10 451 8000
Investor relations: [email protected]
© 2021 Arctic Paper S.A.
www.arcticpapergroup.com
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