Annual Report • Mar 31, 2020
Annual Report
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We are providing a courtesy English translation of our audited financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our audited financial statements, please refer to the Polish language version of our audited financial statements.
| in thousand PLN | in thousand EUR | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 12 months 12 months |
12 months | 12 months | ||
| ended ended |
ended | ended | |||
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | ||
| Sales revenues | 3,548,879 | 3,672,658 | 824,975 | 860,732 | |
| Operating profit/(loss) | 267,510 | 379,200 | 62,186 | 88,870 | |
| Profit/(loss) before tax | 183,521 | 305,024 | 42,661 | 71,486 | |
| Net profit / (loss) for the period | 116,412 | 112,503 | 27,061 | 26,367 | |
| Net profit/(loss) attributable to shareholders of the parent | 117,690 | 112,044 | 27,358 | 26,259 | |
| company | |||||
| Net profit/(loss) attributed to non-controlling interest | (1,278) | 459 | (297) | 108 | |
| Other comprehensive income net of tax | (38,322) | 864 | (8,908) | 202 | |
| Total comprehensive income | 78,090 | 113,367 | 18,153 | 26,569 | |
| Cash flows from operating activities | 531,864 | 453,938 | 123,638 | 106,386 | |
| Cash flows from investment activities | (407,343) | (626,669) | (94,691) | (146,868) | |
| Cash flows from financial activities | (17,172) | (125,101) | (3,992) | (29,319) | |
| Total net cash flows | 107,349 | (297,832) | 24,955 | (69,801) | |
| Earnings (loss) per ordinary share (in PLN/EUR) | 2.23 | 2.13 | 0.52 | 0.50 | |
| as at | as at | as at | as at | ||
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | ||
| Total assets | 5,046,442 | 4,822,132 | 1,185,028 | 1,121,426 | |
| Non-current liabilities | 1,947,307 | 1,636,755 | 457,275 | 380,641 | |
| Current liabilities | 1,121,918 | 1,286,250 | 263,454 | 299,128 | |
| Total equity | 1,977,217 | 1,899,127 | 464,299 | 441,657 | |
| Equity attributable to shareholders of the parent | 1,978,234 | 1,898,839 | 464,538 | 441,590 | |
| Non-controlling interest | (1,017) | 288 | (239) | 67 | |
| Share capital | 287,614 | 287,614 | 67,539 | 66,887 |
The above selected financial data were converted into PLN in accordance with the following principles:
| as at 31.12.2019 | as at 31.12.2018 | 12 months ended 31.12.2019 | 12 months ended 31.12.2018 |
|---|---|---|---|
| 1 EUR = 4.2585 PLN | 1 EUR = 4.3000 PLN | 1 EUR = 4.3018 PLN | 1 EUR = 4.2669 PLN |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP 5 | ||
|---|---|---|
| CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP 6 | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP 7 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP 8 | ||
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP 9 | ||
| 1. | GENERAL INFORMATION 10 | |
| 1.1. | INFORMATION ON THE COMPANY'S ACTIVITIES 10 | |
| 1.2. | BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND ACCOUNTING PRINCIPLES 10 | |
| 1.2.1. REPRESENTATION BY THE MANAGEMENT BOARD 10 | ||
| 1.2.2. BASIS OF PREPARATION 11 | ||
| 1.3. | FUNCTIONAL AND REPORTING CURRENCY 11 | |
| 1.4. | ACCOUNTING POLICIES 12 | |
| 1.5. | CHANGES IN ACCOUNTING POLICIES AND THE SCOPE OF DISCLOSURES 13 | |
| 2. | SEGMENT REPORTING 17 | |
| 3. | NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME 24 |
|
| 3.1. | SALES REVENUES 24 | |
| 3.2. | COST OF SALES 24 | |
| 3.3. | COSTS BY TYPE 25 | |
| 3.4. | OTHER OPERATING INCOME AND EXPENSES 25 | |
| 3.5. | FINANCIAL INCOME AND EXPENSES 29 | |
| 3.6. | COMPONENTS OF OTHER COMPREHENSIVE INCOME 30 | |
| 4. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 31 | |
| 4.1. | MAIN COMPONENTS OF TAX EXPENSE 31 | |
| 4.2. | EFFECTIVE TAX RATE 31 | |
| 4.3. | DEFERRED INCOME TAX 31 | |
| 5. | NOTES TO ASSETS REPORTED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 36 | |
| 5.1. | PROPERTY, PLANT AND EQUIPMENT 36 | |
| 5.2. | RIGHT-OF-USE ASSETS 40 | |
| 5.3. | RIGHT OF PERPETUAL USUFRUCT OF LAND 41 | |
| 5.4. | INTANGIBLE ASSETS 42 | |
| 5.5. | GOODWILL IMPAIRMENT TESTING 46 | |
| 5.6. | INVESTMENT PROPERTIES 47 | |
| 5.7. | LONG-TERM RECEIVABLES 47 | |
| 5.8. | LONG-TERM FINANCIAL ASSETS 48 | |
| 5.9. | SHARES IN JOINT VENTURES / INVESTMENTS IN ASSOCIATES 49 | |
| 5.10. INVENTORIES 49 | ||
| 5.11. SHORT-TERM RECEIVABLES 50 | ||
| 5.12. SHORT-TERM FINANCIAL ASSETS 52 | ||
| 5.13. CASH AND CASH EQUIVALENTS 53 |
| 5.14. DISCONTINUED OPERATIONS, NON-CURRENT ASSETS AND LIABILITIES CONNECTED WITH NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE 54 |
||
|---|---|---|
| 6. | EQUITY 55 | |
| 6.1. | CAPITAL MANAGEMENT 55 | |
| 6.2. | CONSOLIDATED EQUITY 55 | |
| 6.3. | DIVIDENDS PAID OR DECLARED 58 | |
| 6.4. | BUSINESS COMBINATIONS AND ACQUISITION OF NON-CONTROLLING INTEREST 58 | |
| 6.5. | SIGNIFICANT SUBSIDIARIES WITH NON-CONTROLLING INTEREST 60 | |
| 6.6. | EARNINGS PER SHARE 60 | |
| 7. | LIABILITIES, PROVISIONS, EMPLOYEE BENEFITS 61 | |
| 7.1. | INFORMATION ABOUT SIGNIFICANT FINANCIAL LIABILITIES 61 | |
| 7.2. | OTHER NON-CURRENT LIABILITIES 62 | |
| 7.3. | CURRENT TRADE AND OTHER LIABILITIES 63 | |
| 7.4. | LEASES 64 | |
| 7.5. | PROVISIONS FOR EMPLOYEE BENEFITS 67 | |
| 7.6. | OTHER PROVISIONS 68 | |
| 8. | FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT AND IMPAIRMENT 71 | |
| 8.1. | FINANCIAL INSTRUMENTS 71 | |
| 8.2. | FINANCIAL INSTRUMENTS DESIGNATED FOR HEDGE ACCOUNTING 74 | |
| 8.3. | FINANCIAL RISK MANAGEMENT 76 | |
| 8.4. | DETERMINATION OF FAIR VALUE 82 | |
| 9. | OTHER NOTES 86 | |
| 9.1. | NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS 86 | |
| 9.2. | INFORMATION ON CHANGES IN CONTINGENT ASSETS AND LIABILITIES AND OTHER MATTERS 87 | |
| 9.3. | INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 95 | |
| 9.3.1. TRANSACTIONS WITH RELATED PARTIES IN TOTAL 95 | ||
| 9.3.2. SIGNIFICANT TRANSACTIONS CONCLUDED BY COMPANIES OR SUBSIDIARIES WITH RELATED PARTIES OTHER THAN ON AN ARM'S LENGTH BASIS 95 |
||
| 9.3.3. DESCRIPTION OF NON-ROUTINE TRANSACTIONS WITH RELATED PARTIES 95 | ||
| 9.3.4. TRANSACTIONS CONCLUDED WITH KEY MANAGERIAL PERSONNEL 95 | ||
| 9.4. | INFORMATION ABOUT AGREEMENTS CONCLUDED WITH THE ENTITY AUTHORISED TO AUDIT THE CIECH GROUP'S CONSOLIDATED FINANCIAL STATEMENTS 97 |
|
| 9.5. | COMPOSITION OF THE GROUP 97 | |
| 9.6. | EVENTS AFTER THE BALANCE SHEET DATE 100 | |
| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sales revenues | 3.1 | 3,548,879 | 3,672,658 |
| Cost of sales | 3.2 | (2,767,162) | (2,909,242) |
| Gross profit/(loss) on sales | 781,717 | 763,416 | |
| Other operating income | 3.4 | 112,822 | 89,040 |
| Selling costs | (250,562) | (271,734) | |
| General and administrative expenses | (202,206) | (144,997) | |
| Other operating expenses | 3.4 | (174,261) | (56,525) |
| Operating profit/(loss) | 267,510 | 379,200 | |
| Financial income | 3.5 | 5,065 | 19,159 |
| Financial expenses | 3.5 | (90,160) | (93,851) |
| Net financial income/(expenses) | (85,095) | (74,692) | |
| Share of profit / (loss) of equity-accounted investees | 5.9 | 1,106 | 516 |
| Profit/(loss) before tax | 183,521 | 305,024 | |
| Income tax | 4.1 | (67,109) | (192,521) |
| Net profit/(loss) on continuing operations | 116,412 | 112,503 | |
| DISCONTINUED OPERATIONS | |||
| Net profit/(loss) on discontinued operations | 5.14 | - | - |
| Net profit / (loss) for the period | 116,412 | 112,503 | |
| including: | |||
| Net profit/(loss) attributable to shareholders of the parent company | 117,690 | 112,044 | |
| Net profit/(loss) attributed to non-controlling interest | (1,278) | 459 | |
| Earnings per share (in PLN): | |||
| Basic | 6.6 | 2.23 | 2.13 |
| Diluted | 6.6 | 2.23 | 2.13 |
The consolidated statement of profit or loss of the CIECH Group should be analysed together with the notes which constitute an integral part of the consolidated financial statements.

| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| Net profit/(loss) on continuing operations | 116,412 | 112,503 | |
| Net profit/(loss) on discontinued operations | - | - | |
| Net profit / (loss) for the period | 116,412 | 112,503 | |
| Other comprehensive income before tax that may be reclassified to the statement of profit or loss |
3.6 | (40,987) | (3,063) |
| Currency translation differences (foreign companies) | (12,492) | 8,808 | |
| Costs of hedging reserve | 4,409 | 615 | |
| Cash flow hedge reserve | (32,904) | (12,489) | |
| Other components of other comprehensive income | - | 3 | |
| Other comprehensive income before tax that may not be reclassified to the statement of profit or loss |
3.6 | (591) | (235) |
| Actuarial gains | (591) | (235) | |
| Income tax attributable to other comprehensive income | 3,256 | 4,162 | |
| Income tax attributable to other comprehensive income that may be reclassified to the statement of profit or loss |
4.1. | 3,144 | 4,119 |
| Income tax attributable to other comprehensive income that may not be reclassified to the statement of profit or loss |
4.1. | 112 | 43 |
| Other comprehensive income net of tax | (38,322) | 864 | |
| TOTAL COMPREHENSIVE INCOME | 78,090 | 113,367 | |
| Comprehensive income including attributable to: | 78,090 | 113,367 | |
| Shareholders of the parent company | 79,395 | 112,773 | |
| Non-controlling interest | (1,305) | 594 |
The consolidated statement of other comprehensive income of the CIECH Group should be analysed together with the notes which constitute an integral part of the consolidated financial statements.
| Note | 31.12.2019 | 31.12.2018 | |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 5.1 | 2,891,207 | 2,857,199 |
| Right of perpetual usufruct | 5.3 | - | 29,646 |
| Rights to use an asset | 5.2 | 194,792 | - |
| Intangible assets, including: | 5.4 | 486,472 | 458,158 |
| - goodwill | 5.5 | 139,545 | 140,713 |
| Investment property | 5.6 | 36,717 | 37,766 |
| Non-current receivables | 5.7 | 57,624 | 64,603 |
| Investments in associates and jointly-controlled entities measured under the equity method |
5.9 | 5,958 | 5,556 |
| Long-term financial assets | 5.8 | 17,787 | 28,774 |
| Deferred income tax assets | 4.3 | 43,631 | 67,872 |
| Total non-current assets | 3,734,188 | 3,549,574 | |
| Inventory | 5.10 | 455,704 | 438,518 |
| Short-term financial assets | 5.12 | 17,282 | 29,832 |
| Income tax receivables | 11,816 | 16,116 | |
| Trade and other receivables | 5.11 | 527,082 | 595,163 |
| Cash and cash equivalents | 5.13 | 299,580 | 192,139 |
| Non-current assets held for sale | 5.14 | 790 | 790 |
| Total current assets | 1,312,254 | 1,272,558 | |
| Total assets | 5,046,442 | 4,822,132 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 6.2 | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 | |
| Cash flow hedge reserve | 8.2 | (26,408) | 3,115 |
| Costs of hedging reserve | (216) | (4,625) | |
| Actuarial gains | (360) | 119 | |
| Other reserve capitals | 6.2 | 78,521 | 78,521 |
| Currency translation reserve | (75,944) | (63,242) | |
| Retained earnings | 1,244,181 | 1,126,491 | |
| Equity attributable to shareholders of the parent | 1,978,234 | 1,898,839 | |
| Non-controlling interest | 6.4 | (1,017) | 288 |
| Total equity | 1,977,217 | 1,899,127 | |
| Loans, borrowings and other debt instruments | 7.1 | 1,583,799 | 1,340,742 |
| Lease liabilities | 7.4 | 115,866 | 17,623 |
| Other non-current liabilities | 7.2 | 74,183 | 112,631 |
| Employee benefits reserve | 7.5 | 12,848 | 11,851 |
| Other provisions | 7.6 | 102,197 | 79,080 |
| Deferred income tax liability | 4.3 | 58,414 | 74,828 |
| Total non-current liabilities | 1,947,307 | 1,636,755 | |
| Loans, borrowings and other debt instruments | 7.1 | 61,601 | 291,924 |
| Lease liabilities | 7.4 | 28,068 | 5,917 |
| Trade and other liabilities | 7.3 | 869,658 | 761,467 |
| Income tax liabilities | 47,501 | 53,041 | |
| Employee benefits reserve | 7.5 | 15,465 | 877 |
| Other provisions | 7.6 | 99,625 | 173,024 |
| Total current liabilities | 1,121,918 | 1,286,250 | |
| Total liabilities | 3,069,225 | 2,923,005 | |
| Total equity and liabilities | 5,046,442 | 4,822,132 |
The consolidated statement of financial position of the CIECH Group should be analysed together with the notes which constitute an integral part of the consolidated financial statements.
| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit/(loss) for the period | 116,412 | 112,503 | |
| Adjustments | |||
| Amortisation/depreciation | 310,498 | 275,203 | |
| Recognition of impairment allowances | 72,410 | 4,137 | |
| Foreign exchange (profit) /loss | 3,034 | 2,012 | |
| Investment property revaluation | (873) | 1,165 | |
| (Profit) / loss on investment activities | 1,381 | (17,309) | |
| (Profit) / loss on disposal of property, plant and equipment | (1,719) | (3,169) | |
| Dividends and interest | 61,038 | 39,181 | |
| Interest from lease liabilities | 2,682 | - | |
| Income tax | 67,109 | 192,521 | |
| (Profit) / loss on the settlement of construction contracts (caverns) | (2,641) | 1,963 | |
| Share of (profit) / loss on equity accounted investees | (1,106) | (516) | |
| Change in liabilities due to loan arrangement fee | 606 | (1,702) | |
| Valuation of derivatives | (16,087) | 15,267 | |
| Ineffective portion of hedge accounting | 440 | 2,132 | |
| Other adjustments | (3,603) | (7,027) | |
| Cash from operating activities before changes in working capital and provisions | 609,581 | 616,361 | |
| Change in receivables | 9.1 | 67,269 | (74,056) |
| Change in inventory | 9.1 | (19,350) | (49,228) |
| Change in current liabilities | 9.1 | 7,921 | 7,387 |
| Change in provisions and employee benefits | 9.1 | 35,643 | 24,946 |
| Cash generated from operating activities | 701,064 | 525,410 | |
| Interest paid | (76,294) | (40,399) | |
| (Profit) / loss on the settlement of construction contracts (caverns) | 8,986 | 19,534 | |
| Income tax (paid)/returned | (98,323) | (39,797) | |
| Expenses for reserch | (3,569) | (10,810) | |
| Net cash from operating activities | 531,864 | 453,938 | |
| Cash flows from investment activities | |||
| Disposal of a subsidiary | - | 69 | |
| Disposal of intangible assets and property, plant and equipment | 361 | 7,762 | |
| Disposal of financial assets | - | 60 | |
| Disposal of investment property | 2,207 | 14,380 | |
| Dividends received | 781 | 594 | |
| Interest received | 4,136 | 6,236 | |
| Subsidies received | 2,213 | 2,005 | |
| Proceeds from repaid borrowings | - | 20,887 | |
| Acquisition of a subsidiary (after deduction of acquired cash) | (4,650) | (156,157) | |
| Acquisition of intangible assets and property, plant and equipment | (351,102) | (435,148) | |
| Acquisition of financial assets | - | (8,116) | |
| Development expenditures | (29,549) | (25,900) | |
| Expenditure on the purchase of emission rights | (31,409) | (53,298) | |
| Other outflows | (331) | (43) | |
| Net cash from investment activities | (407,343) | (626,669) | |
| Cash flows from financial activities | |||
| Proceeds from loans and borrowings | 277,459 | 595,448 | |
| Other financial inflows | - | 3,534 | |
| Dividends paid to parent company | - | (395,249) | |
| Repayment of loans and borrowings | (268,016) | (321,640) | |
| Payments of lease liabilities | (26,608) | (7,194) | |
| Other financial outflows | (7) | - | |
| Net cash from financial activities | (17,172) | (125,101) | |
| Total net cash flows | 107,349 | (297,832) | |
| Cash and cash equivalents as at the beginning of the period | 192,139 | 489,754 | |
| Impact of foreign exchange differences | 92 | 217 | |
| Cash and cash equivalents as at the end of the period | 5.13 | 299,580 | 192,139 |
The consolidated statement of cash flows of the CIECH Group should be analysed together with the notes which constitute an integral part of the consolidated financial statements.
| Attributable to shareholders of the parent company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Cash flow hedge reserve |
Costs of hedging reserve |
Other reserve capitals |
Actuarial gains |
Currency translation reserve |
Retained earnings |
Equity attributable to shareholders of the parent |
Non controlling interest |
Total equity | |
| 01.01.2019 | 287,614 | 470,846 | 3,115 | (4,625) | 78,521 | 119 | (63,242) | 1,126,491 | 1,898,839 | 288 | 1,899,127 |
| Total comprehensive income for the period |
- | - | (29,523) | 4,409 | - | (479) | (12,702) | 117,690 | 79,395 | (1,305) | 78,090 |
| Net profit / (loss) for the period | - | - | - | - | - | - | - | 117,690 | 117,690 | (1,278) | 116,412 |
| Other comprehensive income | - | - | (29,523) | 4,409 | - | (479) | (12,702) | - | (38,295) | (27) | (38,322) |
| 31.12.2019 | 287,614 | 470,846 | (26,408) | (216) | 78,521 | (360) | (75,944) | 1,244,181 | 1,978,234 | (1,017) | 1,977,217 |
| 31.12.2017 | 287,614 | 470,846 | 10,021 | - | 78,521 | 311 | (73,630) | 1,413,913 | 2,187,596 | (2,951) | 2,184,645 |
| Changes in accounting policies | - | - | 2,408 | (5,240) | - | - | - | (1,356) | (4,188) | - | (4,188) |
| 01.01.2018 | 287,614 | 470,846 | 12,429 | (5,240) | 78,521 | 311 | (73,630) | 1,412,557 | 2,183,408 | (2,951) | 2,180,457 |
| Transactions with the owners | - | - | - | - | - | - | 771 | (398,113) | (397,342) | 2,645 | (394,697) |
| Dividend | - | - | - | - | - | - | (395,249) | (395,249) | - | (395,249) | |
| Change in the Group's structure | - | - | - | - | - | 771 | (2,864) | (2,093) | 2,645 | 552 | |
| Total comprehensive income for the period |
- | - | (9,314) | 615 | - | (192) | 9,617 | 112,047 | 112,773 | 594 | 113,367 |
| Net profit / (loss) for the period | - | - | - | - | - | - | - | 112,044 | 112,044 | 459 | 112,503 |
| Other comprehensive income | - | - | (9,314) | 615 | - | (192) | 9,617 | 3 | 729 | 135 | 864 |
| 31.12.2018 | 287,614 | 470,846 | 3,115 | (4,625) | 78,521 | 119 | (63,242) | 1,126,491 | 1,898,839 | 288 | 1,899,127 |
The consolidated statement of changes in consolidated equity of the CIECH Group should be analysed together with the notes which constitute an integral part of the consolidated financial statements.
1
| Parent company | CIECH Spółka Akcyjna |
|---|---|
| Registered office | Warsaw |
| Address | ul. Wspólna 62, 00-684 Warsaw |
| KRS (National Court Register number) |
0000011687 (District Court for the capital city of Warsaw in Warsaw 12th Commercial Division of the National Court Register) |
| Statistical identification number (REGON) |
011179878 |
| Tax ID No (NIP) | 118-00-19-377 |
| BDO Registry Number | 000015168 |
| Website | www.ciechgroup.com |
| Branches held | CIECH S.A.'s Branch in Romania CIECH S.A.'s Branch in Germany |
| Ultimate parent company | KI Chemistry s. à r. l (a subsidiary of Kulczyk Investments) |
The CIECH Group is an international group with a well-established position of a leader of the chemical sector in Central and Eastern Europe. It manufactures products which are used in the production of articles necessary in everyday life of people all over the world - state-of-the-art products of the highest, world quality. Taking advantage of the support of a reliable strategic investor – Kulczyk Investments – it implements the strategy of global development.
The Parent company of the Group is CIECH S.A. It is a holding company that manages domestic and foreign manufacturing, trade and service companies of the Group. CIECH S.A. also provides support services to key subsidiaries. Key products manufactured by the CIECH Group include: sodium carbonate, sodium bicarbonate, evaporated salt, epoxy and polyester resins, agrochemical products, polyurethane foams, lanterns and jars, sodium and potassium silicates.
The core sales market for the CIECH Group is the European Union, including mainly Poland, Germany and Central Eastern European countries. Products manufactured by the CIECH Group are also exported to overseas markets and sold also to customers in India, North Africa and the Middle East.
A detailed description of the CIECH Group entities is provided in note 9.5 to these financial statements.
These consolidated financial statements of the CIECH Group for the period from 1 January 2019 to 31 December 2019, including comparative data, were approved by the Management Board of CIECH S.A. on 31 March 2020.
The Management Board of CIECH S.A. represents that these consolidated financial statements of the CIECH Group for the current and comparable period have been prepared in compliance with International Financial Reporting Standards approved by the European Union and related interpretations issued by the European Commission in the form of Regulations (IFRS).
The Management Board of CIECH S.A. represents that to the best of its knowledge these consolidated financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of the CIECH Group's financial position and the results of operations. Furthermore, the Management Board of CIECH S.A. represents that the Directors' report on operations of the CIECH Group and CIECH S.A. in 2019 contains a true image of the Group's developments, achievements, and condition, including the description of major risks and threats.
The Management Board of CIECH S.A. represents that PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. with its registered office in Warsaw, entered into the list of entities authorised to audit financial statements under the registry No 144 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations for the auditor of these consolidated financial statements. The above entity, including the certified auditors performing the audit, satisfy all the conditions required in order to issue an unbiased and independent audit report, pursuant to the applicable domestic legal regulations.
These consolidated financial statements have been prepared on the historical cost basis except for investment property as well as financial assets and liabilities (derivative instruments) measured at fair value through profit or loss.
These consolidated financial statements have been prepared based on individual financial statements of the CIECH Group's parent company and its subsidiaries, prepared from the accounting ledgers maintained in accordance with the applicable accounting principles of their respective countries of operation. For the purpose of these consolidated financial statements, adjustments have been made to the accounting policies used in the preparation of the abovementioned individual financial statements for them to be aligned with International Financial Reporting Standards.
Since 2007, the Parent Company, CIECH S.A., has been preparing separate financial statements in accordance with IFRS.
Major accounting principles applied in the preparation of these consolidated financial statements are listed in note 1.4. These principles have been applied on a continuous basis in all presented periods, except for changes described in the financial statements.
These consolidated financial statements were prepared under the assumption that the CIECH Group will continue as a going concern in the foreseeable future. As at the date of approval of these consolidated financial statements, no facts or circumstances are known that would indicate any threat to the Group continuing as a going concern.
All entities belonging to the CIECH Group operate according to the financial year corresponding to the calendar year, except for Cerium Sp. z o.o. whose financial year ends on 30 September.
The consolidated statement of profit or loss of the CIECH Group is prepared in the cost by function format. The Group's consolidated statement of cash flows is prepared under the indirect method.
Preparation of the financial statement in accordance with IFRS requires the Management Board to make own assessments and apply certain assumptions and accounting estimates as part of the application of accounting principles adopted by the Group. Issues which require significant assessments or areas where the assumptions and estimates made have a significant impact on these consolidated financial statements have been described in note 1.4.
The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these consolidated financial statements. Unless stated otherwise, all financial data in these consolidated financial statements have been presented in thousands of Polish zlotys (PLN '000).
The functional currencies for the significant foreign subsidiaries are as follows: SDC Group, Ciech Group Financing AB, Proplan Plant Protection Company S.L. and CIECH Salz Deutschland GmbH – EUR, CIECH Soda Romania S.A. – RON. For the purpose of conversion into PLN, the following foreign exchange rates determined on the basis of quotations announced by the National Bank of Poland ("NBP") have been applied for consolidation purposes:
| NBP exchange rate as at the end day of the reporting period | 31.12.20191 | 31.12.20182 |
|---|---|---|
| EUR | 4.2585 | 4.3000 |
| RON | 0.8901 | 0.9229 |
| Average NBP rate for the reporting period | 12 months ended 31.12.20193 | 12 months ended 31.12.20184 |
| EUR | 4.3018 | 4.2669 |
| RON | 0.9053 | 0.9165 |
1NBP's average foreign exchange rates table applicable as at 31 December 2019.
2NBP's average foreign exchange rates table applicable as at 31 December 2018. 3According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2019 to 31 December 2019.
4According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2018 to 31 December 2018.
To ensure more legible presentation and better understanding of the information disclosed in the consolidated financial statements, key accounting policies applicable in the CIECH Group as well as judgements and estimates made have been presented in separate notes.
| Note | Title | Accounting principles | Judgements and estimates |
|---|---|---|---|
| 3.1 | Sales revenues | x | |
| 3.2 | Cost of sales | x | |
| 3.4 | Other operating income and expenses | x | x |
| 3.5 | Financial income and expenses | x | x |
| 4.1 | Main components of tax expense | x | |
| 4.3 | Deferred income tax | x | x |
| 5.1 | Property, plant and equipment | x | x |
| 5.2 | Right-of-use assets | x | x |
| 5.3 | Right of perpetual usufruct of land | x | |
| 5.4 | Intangible assets | x | x |
| 5.6 | Investment property | x | x |
| 5.7 | Long-term receivables | x | |
| 5.8 | Long-term financial assets | x | x |
| 5.9 | Shares in joint ventures / investments in associates | x | |
| 5.10 | Inventories | x | x |
| 5.11 | Short-term receivables | x | x |
| 5.12 | Short-term financial assets | x | x |
| 5.13 | Cash and cash equivalents | x | x |
| 5.14 | Discontinued operations, non-current assets and liabilities connected with non-current assets classified as held for sale |
x | x |
| 6.2 | Consolidated equity | x | |
| 6.4 | Business combinations and acquisition of non-controlling interest |
x | |
| 6.6 | Earnings per share | x | |
| 7.1 | Information about significant financial liabilities | x | |
| 7.2 | Other non-current liabilities | x | |
| 7.3 | Current trade and other liabilities | x | x |
| 7.4 | Leases | x | x |
| 7.5 | Provisions for employee benefits | x | x |
| 7.6 | Other provisions | x | x |
| 8.1 | Financial instruments | x | x |
| 8.2 | Financial instruments designated for hedge accounting | x | x |
| 9.2 | Information on changes in contingent assets and liabilities and other matters |
x | x |
| 9.5 | Composition of the Group | x |
Apart from the changes in accounting policies resulting from the entry into force of new standards, amendments to standards and interpretations, the CIECH Group changed the manner of accounting for the disposal of inventories – from the FIFO method to the weighted average method.
The amendments to IFRS that became effective as of 1 January 2019, concerning the application IFRS 16, had an impact on these consolidated financial statements of the CIECH Group. They are presented below, together with other amendments to IAS/IFRS and their potential impact on the Group's financial statements:
| New Standards, amendments to Standards and Interpretations: | ||
|---|---|---|
| Approved by the IASB for application after 1 January 2019 |
Impact on the financial statements | Effective year in the EU |
| IFRS 16 "Leases" | Impact on the financial statements described in Section 1.5.1 |
2019 |
| Amendments to IFRS 9 "Financial instruments" – prepayment features with negative compensation |
No material impact on the financial statements |
2019 |
| Amendments to IAS 28 "Investments in associates" – measurement of long-term investments |
No material impact on the financial statements |
2019 |
| Annual Improvements to IFRSs, 2015–2017 Cycle | No material impact on the financial statements |
2019 |
| Amendments to IAS 19 "Employee benefits" – amendments to defined benefit plans |
No material impact on the financial statements |
2019 |
| IFRIC 23 "Uncertainty over income tax treatments" | The Group analyses issues related to the recognition of income tax on an ongoing basis – if there are significant uncertainties as to the tax treatment of transactions, their estimated effects are recognised in the financial statements |
2019 |
| Approved by the IASB for application after 1 January 2020 | Impact on the financial statements | Effective year in the EU |
| Amendments to references to the Conceptual Framework in IFRSs | No material impact on the financial statements is estimated |
2020 |
| Amendments to IFRS 3 "Business Combinations" – definition of a business – not yet endorsed by the EU |
No material impact on the financial statements is estimated |
2020 |
| Amendments to IAS 1 and IAS 8 – definition of "material" | No material impact on the financial statements is estimated |
2020 |
| Amendments to IFRS 9, IAS 39 and IFRS 7 in response to the IBOR reform – modification of IFRS and IAS so that the expected reform of benchmark rates does not result in the termination of hedge accounting. |
The Group analyses issues related to the expected reform of benchmark rates – if there are any changes, their estimated effects will be recognised in the financial statements |
2020 |
| IFRS 14 "Regulatory deferral accounts" | No material impact on the financial statements is estimated |
2020 |
| Amendments to IFRS 10 and IAS 28 concerning sales or contributions of assets between an investor and its associate / joint venture |
No material impact on the financial statements is estimated |
2020 |
| Approved by the IASB for application after 1 January 2021 | Impact on the financial statements | Effective year in the EU |
| IFRS 17 "Insurance Contracts" | No material impact on the financial statements is estimated |
2021 |
On 1 January 2019, the CIECH Group adopted a new financial reporting standard, IFRS 16 Leases.
IFRS 16 "Leases" was issued by the International Accounting Standards Board on 13 January 2016 and is effective for annual periods beginning on or after 1 January 2019. The CIECH Group had not elected to early adopt the standard and implemented the standard as of 1 January 2019. In accordance with the transitional provisions of IFRS 16, the new policies were adopted retrospectively: the cumulative impact of applying the new standard was accounted for as an adjustment to equity as at 1 January 2019. Accordingly, the comparative data for the financial year 2018 have not been restated (modified retrospective approach).
The standard has introduced a new definition of lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A contract conveys the right to control the use of an identified asset for a given period if, throughout the period of use, the customer has the right to both direct the use of the identified asset and obtain substantially all of the economic benefits from directing the use of the identified asset. As a practical expedient, entities are not required to reassess whether a contract is a lease at the date of initial application of the standard. Instead, the new definition may not be applied to contracts that were previously assessed as to whether they classified as leases in accordance with IAS 17 and IFRIC 4. If entities choose to apply the aforementioned expedient for the identification of contracts as leases, the new lease definition would apply only to contracts executed after 1 January 2019.
For lessees, IFRS 16 departs from the classification of leases into operating and finance leases and introduces a single model of accounting treatment, broadly equivalent to the existing accounting model used for finance leases. The lessees are required to recognise (a) assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value and (b) amortisation of the leased asset separately from interest on lease liability in the statement of profit or loss. IFRS 16's approach to lessor accounting is substantially unchanged from its predecessor, IAS 17. Lessors continue to classify leases as operating or finance leases, with each of them subject to different accounting treatment.
After the application of the new standard at the CIECH Group, previous operating leases and other contracts that contain a lease in accordance with the definition contained in IFRS 16 were recognised in the statement of financial position, which resulted in an increase in the balance sheet total (by reporting the right-of-use assets under fixed assets in the statement of financial position (as a separate item) with corresponding lease liabilities) and changed the classification of expenses in the statement of profit or loss (where lease expenses were replaced by depreciation and interest expense). Right-of-use assets are depreciated using the straight-line method, while the lease liabilities are settled using the appropriate interest rate.
The Group recognises lease liabilities related to agreements previously classified as operating leases in accordance with the requirements of IAS 17 Leases. These liabilities have been measured at the present value of lease payments outstanding at the start of application of IFRS 16, discounted using the Group's incremental borrowing rate as at 1 January 2019.
On initial recognition, lease payments included in the measurement of the lease liability include the following types of payments for the right to use the underlying asset during the lease term:
To calculate discount rates for the purposes of IFRS 16, the Group assumes that the discount rate should reflect the cost that it would have to pay to borrow the funds necessary to purchase the leased asset.The calculation of interest rates took account of credit risk (reflected in the margin assumed), economic conditions in which the transactions took place (country, currency of the contract) and the duration of the contract (preparation of calculations for the relevant periods within which the Group holds lease contracts). Interest rates range from 0.81% to 7.69% (for PLN 3.39%-5.74%; for EUR 0.81%-5.73% for USD 4.92%-7.12%; for RON 5.37%-7.69%). A single discount rate was applied to the entire contract portfolio.
In addition, the period of the lease payment projections applied referred previously only to the irrevocable lease term, whereas under IFRS 16, the lease term over which the lease liability is recognised also includes any periods resulting from an extension or early termination if any of the above scenarios is sufficiently certain in the entity's judgement. In the case of contracts with an extension option, the lease liability would be respectively higher, while termination options resulted in a reduction in the liability amount.
Moreover, the Group companies recognised the land perpetual usufruct right received free of charge on the basis of an administrative decision as an operating lease. Under IFRS 16, land perpetual usufruct right was treated as a lease, and the recognition of the assets held by the Group on this account would had, first and foremost, a significant impact on total assets.
The Group applies the simplifications for short-term leases and low-value asset leases provided for in the standard. It is assumed that assets whose unit value does not exceed approximately PLN 20 thousand, which corresponds to approximately USD 5 thousand, are low-value assets. Short-term leases are those whose term is shorter than 12 months.
Adoption of IFRS 16 entailed also the need to make estimates and judgments which are reflected in the measurement of lease liabilities and right-of-use assets, including:
With respect to contracts for an indefinite term, the Group, when estimating the irrevocable lease term, assumed the period in which it intends to use the underlying assets.
The effect of the implementation of IFRS 16 on the CIECH Group's consolidated financial statements as at 1 January 2019 is as follows (the amounts relate to newly recognized assets):
| CIECH Group | 01.01.2019 |
|---|---|
| Right-of-use assets recognised | 119,089 |
| Lease liabilities recognised | 119,089 |
In addition, the value of right-of-use assets was increased as a result of reclassification of perpetual usufruct rights to land in the amount of PLN 29,646 thousand and property, plant and equipment used under finance lease contracts in the amount of PLN 34,192 thousand.
| CIECH Group Right-of-use assets |
Adjustment to opening balance |
Reclassification of perpetual usufruct rights and property, plant and equipment |
|---|---|---|
| Land | 32,919 | 29,646 |
| Buildings, premises, civil and marine engineering structures | 47,032 | - |
| Machinery and equipment | - | 869 |
| Vehicles | 38,574 | 32,984 |
| Other fixed assets | 564 | 339 |
| Value as at the beginning of the period | 119,089 | 63,838 |
A reconciliation of operating lease liabilities presented as at 31 December 2018 to lease liabilities recognised as at 1 January 2019 is presented below.
| Operating lease liabilities as at 31 December 2018 | 246,554 |
|---|---|
| Short-term leases | (2,040) |
| Low-value leases | (216) |
| Extension and termination options that are likely to be exercised by the Company | 1,645 |
| Buy-back option for long-term contracts | (235) |
| Change due to discount | (126,619) |
| Amount of adjustment to lease liabilities as at 1 January 2019, following the implementation of IFRS 16 | 119,089 |

Lease periods used to estimate the value of lease liabilities, broken down by underlying asset classes, were as follows:
| - land | up to 96 years |
|---|---|
| - buildings, premises, civil and marine engineering structures | 1-77 years |
| - vehicles | 1-6 years |
| - other fixed assets | 1-3 years |
The effects of the implementation of IFRS 16 Leases on the CIECH Group's net profit or loss for 2019 are presented below.
| CIECH Group | 01.01.-31.12.2019 IFRS 16 |
|---|---|
| Decrease in costs of taxes, charges and services | 20,797 |
| Increase in interest costs (unwinding of discount) | (3,989) |
| Increase in amortisation and depreciation costs | (17,686) |
The following table presents lease costs not included in the calculation of carrying amounts in accordance with IFRS 16 for the period:
| 01.01-31.12.2019 | |
|---|---|
| Costs of short-term leases (concluded for a period of up to 12 months) | 5,534 |
| Costs of lease of low-value assets | 1,072 |
| Costs related to variable lease payments not included in the measurement of lease liabilities | 9,714 |
2
The CIECH Group's operating segments are designated on the basis of internal reports related to the components of the Group and are regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance.
From the product perspective, the CIECH Group has been divided into the following operating segments:
Soda segment – the most important manufactured goods in the scope of the segment products are: light and dense sodium carbonate, evaporated salt, sodium bicarbonate and calcium chloride. The products of this segment are sold mainly by the parent company CIECH S.A. Production of the soda segment goods manufactured by the CIECH Group is implemented in CIECH Soda Polska S.A., the Romanian company CIECH Soda Romania S.A. (until September 2019)and in the German company CIECH Soda Deutschland GmbH&Co. KG. Soda segment goods are used in the glass, food, detergent and pharmaceutical industries.
Organic segment – the CIECH Group is a producer of a variety of organic compounds manufactured by the companies: CIECH Sarzyna S.A. and Ciech Pianki Sp. z o.o., Proplan Plant Protection Company, S.L. In 2019, it was producing, among others, polyurethane foams, epoxy resins and polyester resins. These products are used in the following industries: furniture, automotive, paints and electronics. The Group also manufactures crop protection chemicals used in agriculture.
Silicates and glass segment includes mainly the products of CIECH Vitrosilicon S.A. and CIECH Soda Romania S.A. Products manufactured by Ciech Soda Romania S.A. are sold by CIECH S.A. The Silicates and Glass Segment covers the production of glass and soda glaze, as well as glass packaging (lanterns and jars). The goods made of glass are used in construction and food industries, and for production of headstone lamps.
The transport segment is concentrated in CIECH Cargo Sp. z o.o., rendering rail transport services in Poland, within the scope of: rental of rail carriages, rail cargo transport and maintenance services of rail sidings. The Transport segment includes also forwarding activities carried out by CIECH S.A. for its subsidiaries, i.e. CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., CIECH Soda Polska S.A. and CIECH Trading S.A.
Other activities segment covers mainly services rendered outside the Group and goods sold mainly by CIECH S.A. and CIECH Trading S.A.
Information for a given operating segment may include sales of products and goods also included in the core product range of other divisions. Such items, however, are not significant for those divisions' management accounting.
The Group financing is managed (including finance expenses and income with the exception of interest and exchange differences on trade receivables and liabilities) and income tax is calculated on the Group level and they are not allocated to particular segments.
The CIECH Group has been divided into the following geographical areas: Poland, European Union, Other European countries, Africa, Asia, Other regions. Information on the Group geographical areas is established based on the Group's assets location.
Reporting segments are identical to operating segments. Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the consolidated financial statements.
Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, level of EBITDA and adjusted EBITDA.
EBITDA should be viewed as a supplement not as a substitute for the business performance presented in accordance with IFRS.
EBITDA is a useful ratio of the ability to incur and service debt. EBITDA and adjusted EBITDA levels are not defined by the IFRS and can be calculated in a different manner by other entities. The reconciliation and definitions applied by the CIECH Group when determining these measures are presented below.
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 116,412 | 112,503 |
| Income tax | 67,109 | 192,521 |
| Share of profit / (loss) of equity-accounted investees | (1,106) | (516) |
| Financial expenses | 90,160 | 93,851 |
| Financial income | (5,065) | (19,159) |
| Amortisation/depreciation | 310,498 | 275,203 |
| EBITDA on continued operations | 578,008 | 654,403 |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| EBITDA on continued operations | 578,008 | 654,403 |
| One-offs including: | 85,260 | (20,910) |
| Impairment (a) | 72,600 | 2,203 |
| Cash items (b) | (915) | (16,654) |
| Non-cash items (without impairment) (c) | 13,575 | (6,459) |
| Adjusted EBITDA from continuing operations | 663,268 | 633,493 |
(a) Impairment losses are associated with the recognition/reversal of impairment losses on assets.
(b) Cash items include, among others, gain/loss of the sale of property, plant and equipment and other items (including costs associated with discontinued operations, fees and compensations).
(c) Non-cash items include: fair value measurement of investment properties, costs of liquidation of inventories and property, plant and equipment, the costs of suspended investments, environmental provisions, provisions for liabilities and compensation, costs of unused production capacity and other items (including extraordinary costs and other provisions).
Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below:
| OPERATING SEGMENTS 01.01.-31.12.2019 |
Soda segment |
Organic segment |
Silicates and glass segment |
Transport segment |
Other operations segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Revenues from third parties | 2,349,415 | 850,054 | 245,199 | 12,571 | 91,640 | - | - | 3,548,879 |
| Revenue from inter-segment transactions | 66,890 | 476 | 146 | 124,832 | 35,134 | - | (227,478) | - |
| Total sales revenues | 2,416,305 | 850,530 | 245,345 | 137,403 | 126,774 | - | (227,478) | 3,548,879 |
| Cost of sales | (1,801,590) | (679,257) | (184,338) | (128,528) | (96,730) | - | 123,281 | (2,767,162) |
| Gross profit /(loss) on sales | 614,715 | 171,273 | 61,007 | 8,875 | 30,044 | - | (104,197) | 781,717 |
| Selling costs | (224,615) | (87,273) | (32,921) | (2,174) | (11,046) | (584) | 108,051 | (250,562) |
| General and administrative expenses | (79,182) | (35,011) | (6,858) | (3,862) | (5,462) | (74,328) | 2,497 | (202,206) |
| Result on management of receivables | 173 | (145) | 7 | (14) | 548 | - | - | 569 |
| Result on other operating activities | (44,996) | (19,477) | (1,208) | 984 | (12,174) | 20,852 | (5,989) | (62,008) |
| Operating profit /(loss) | 266,095 | 29,367 | 20,027 | 3,809 | 1,910 | (54,060) | 362 | 267,510 |
| Exchange differences and interest on trade settlements | (9,500) | 1,434 | (19) | (278) | (210) | - | - | (8,573) |
| Group borrowing costs | - | - | - | - | - | (54,945) | - | (54,945) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | (21,577) | - | (21,577) |
| Share of profit / (loss) of equity-accounted investees | 1,106 | - | - | - | - | - | - | 1,106 |
| Profit /(loss) before tax | 257,701 | 30,801 | 20,008 | 3,531 | 1,700 | (130,582) | 362 | 183,521 |
| Income tax | - | - | - | - | - | - | - | (67,109) |
| Net profit /(loss) for the period | - | - | - | - | - | - | - | 116,412 |
| Amortization/depreciation | 221,475 | 42,184 | 20,464 | 16,124 | 1,290 | 8,961 | - | 310,498 |
| EBITDA | 487,570 | 71,551 | 40,491 | 19,933 | 3,200 | (45,099) | 362 | 578,008 |
| Adjusted EBITDA* | 574,214 | 71,631 | 42,167 | 20,386 | 1,908 | (48,594) | 1,556 | 663,268 |
*Adjusted EBITDA for the 12-month period ended 31 December 2019 is calculated as EBITDA adjusted for untypical one-off events: change in provisions: PLN -12.3 million; impairment losses: PLN -72.6 million; other: PLN -0.3 million.
| OPERATING SEGMENTS 01.01.-31.12.2018 |
Soda segment |
Organic segment |
Silicates and glass segment |
Transport segment |
Other operations segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Revenues from third parties |
2,366,114 | 885,344 | 248,887 | 16,772 | 155,541 | - | - | 3,672,658 |
| Revenue from inter-segment transactions | 56,454 | 355 | 82 | 130,408 | 34,006 | - | (221,305) | - |
| Total sales revenues | 2,422,568 | 885,699 | 248,969 | 147,180 | 189,547 | - | (221,305) | 3,672,658 |
| Cost of sales | (1,819,703) | (729,278) | (196,656) | (129,196) | (154,454) | - | 120,045 | (2,909,242) |
| Gross profit /(loss) on sales | 602,865 | 156,421 | 52,313 | 17,984 | 35,093 | - | (101,260) | 763,416 |
| Selling costs | (247,197) | (79,086) | (32,157) | (3,753) | (11,084) | (223) | 101,766 | (271,734) |
| General and administrative expenses | (59,253) | (21,776) | (4,506) | (4,361) | (5,627) | (53,636) | 4,162 | (144,997) |
| Result on management of receivables | (1,149) | (1,059) | (13) | (129) | (1,988) | - | - | (4,338) |
| Result on other operating activities | 35,353 | (12,080) | (1,179) | 3,897 | 15,267 | (589) | (3,816) | 36,853 |
| Operating profit /(loss) | 330,619 | 42,420 | 14,458 | 13,638 | 31,661 | (54,448) | 852 | 379,200 |
| Exchange differences and interest on trade settlements | (7,182) | (18,810) | 179 | (380) | (586) | - | - | (26,779) |
| Group borrowing costs | - | - | - | - | - | (66,504) | - | (66,504) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 18,591 | - | 18,591 |
| Share of profit / (loss) of equity-accounted investees | 516 | - | - | - | - | - | - | 516 |
| Profit /(loss) before tax | 323,953 | 23,610 | 14,637 | 13,258 | 31,075 | (102,361) | 852 | 305,024 |
| Income tax | - | - | - | - | - | - | - | (192,521) |
| Net profit /(loss) for the period | - | - | - | - | - | - | - | 112,503 |
| Amortization/depreciation | 209,234 | 33,961 | 19,964 | 5,747 | 1,103 | 5,194 | - | 275,203 |
| EBITDA | 539,853 | 76,381 | 34,422 | 19,385 | 32,764 | (49,254) | 852 | 654,403 |
| Adjusted EBITDA* | 536,856 | 75,983 | 34,603 | 15,333 | 19,560 | (49,693) | 851 | 633,493 |
* Adjusted EBITDA for the 12-month period ended 31 December 2018 is calculated as EBITDA adjusted for untypical one-off events: valuation of investment properties to fair value: PLN -1 million; changes in provisions: PLN 13.3 million; gain on disposal of non-financial non-current assets: PLN 17.8 million, change in impairment losses on assets: PLN -2.2 million, settlement of a cavern construction contract: PLN -5.4 million; other: PLN -1.6 million.
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | Change 2019/2018 | Change % | |
|---|---|---|---|---|
| Soda segment, including: | 2,416,305 | 2,422,568 | (6,263) | (0.3%) |
| Dense soda ash | 1,325,469 | 1,308,146 | 17,323 | 1.3% |
| Light soda ash | 444,555 | 498,849 | (54,294) | (10.9%) |
| Salt | 197,732 | 184,819 | 12,913 | 7.0% |
| Sodium bicarbonate | 166,374 | 159,978 | 6,396 | 4.0% |
| Energy | 140,469 | 143,154 | (2,685) | (1.9%) |
| Gas* | 1,041 | 3,367 | (2,326) | (69.1%) |
| Calcium chloride | 26,402 | 26,815 | (413) | (1.5%) |
| Other products | 47,373 | 40,986 | 6,387 | 15.6% |
| Revenues from inter-segment transactions | 66,890 | 56,454 | 10,436 | 18.5% |
| Organic segment, including: | 850,530 | 885,699 | (35,169) | (4.0%) |
| Resins | 296,593 | 326,518 | (29,925) | (9.2%) |
| Polyurethane foams | 257,495 | 317,222 | (59,727) | (18.8%) |
| Crop protection chemicals | 285,134 | 240,488 | 44,646 | 18.6% |
| Other | 10,832 | 1,116 | 9,716 | 870.6% |
| Revenues from inter-segment transactions | 476 | 355 | 121 | 34.1% |
| Silicates and Glass segment, including: | 245,345 | 248,969 | (3,624) | (1.5%) |
| Sodium silicates | 169,824 | 167,896 | 1,928 | 1.1% |
| Potassium silicates | 6,153 | 6,305 | (152) | (2.4%) |
| Container glass | 68,565 | 73,270 | (4,705) | (6.4%) |
| Other | 657 | 1,416 | (759) | (53.6%) |
| Revenues from inter-segment transactions | 146 | 82 | 64 | 78.0% |
| Transport segment, including: | 137,403 | 147,180 | (9,777) | (6.6%) |
| Transport services | 12,571 | 16,772 | (4,201) | (25.0%) |
| Revenues from inter-segment transactions | 124,832 | 130,408 | (5,576) | (4.3%) |
| Other segment, including: | 126,774 | 189,547 | (62,773) | (33.1%) |
| Revenues from third parties | 91,640 | 155,541 | (63,901) | (41.1%) |
| Revenues from inter-segment transactions | 35,134 | 34,006 | 1,128 | 3.3% |
| Consolidation adjustments | (227,478) | (221,305) | (6,173) | 2.8% |
| TOTAL | 3,548,879 | 3,672,658 | (123,779) | (3.4%) |
* Resale of surpluses of the gas purchased.
At the CIECH Group, sales revenues are recognized upon the provision of services or delivery of products or goods.
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | |
| Soda segment | 3,035,136 | 2,952,682 | 216,795 | 279,805 |
| Organic segment | 951,633 | 906,909 | 146,613 | 145,097 |
| Silicates and glass segment | 135,117 | 154,512 | 26,917 | 25,211 |
| Transport segment | 107,712 | 69,314 | 18,185 | 12,319 |
| Other operations segment | 65,072 | 50,298 | 36,846 | 30,272 |
| Corporate functions - reconciliation item | 801,074 | 732,298 | 2,671,800 | 2,475,134 |
| Eliminations (consolidation adjustments) | (49,302) | (43,881) | (47,931) | (44,833) |
| TOTAL | 5,046,442 | 4,822,132 | 3,069,225 | 2,923,005 |
Information on the CIECH Group geographical areas is established based on the Group's assets location.
| ASSETS DIVIDED ON GEOGRAPHICAL REGIONS |
Non-current assets other than financial instruments |
Deferred income tax assets |
Other assets | Total assets |
|---|---|---|---|---|
| 31.12.2019 | ||||
| Poland | 2,349,617 | 43,631 | 938,761 | 3,332,009 |
| European Union (excluding Poland) | 1,336,062 | - | 333,671 | 1,669,733 |
| Other European countries | - | - | 13,065 | 13,065 |
| Africa | - | - | 3,658 | 3,658 |
| Asia | - | - | 19,022 | 19,022 |
| Other regions | - | - | 8,955 | 8,955 |
| TOTAL | 3,685,679 | 43,631 | 1,317,132 | 5,046,442 |
| 31.12.2018 | ||||
| Poland | 2,221,115 | 67,872 | 829,814 | 3,118,801 |
| European Union (excluding Poland) | 1,244,721 | - | 338,863 | 1,583,584 |
| Other European countries | - | - | 44,549 | 44,549 |
| Africa | - | - | 12,699 | 12,699 |
| Asia | - | - | 62,142 | 62,142 |
| Other regions | - | - | 357 | 357 |
| TOTAL | 3,465,836 | 67,872 | 1,288,424 | 4,822,132 |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | Dynamics 2019/2018 | |
|---|---|---|---|
| Poland | 1,525,244 | 1,492,186 | 2.2% |
| European Union (excluding Poland) | 1,587,776 | 1,556,532 | 2.0% |
| Germany | 664,847 | 647,055 | 2.7% |
| Romania | 103,683 | 134,716 | (23.0%) |
| Czech Republic | 158,882 | 146,935 | 8.1% |
| Italy | 78,771 | 79,330 | (0.7%) |
| The Netherlands | 111,575 | 118,111 | (5.5%) |
| Finland | 58,517 | 66,238 | (11.7%) |
| Sweden | 40,930 | 58,443 | (30.0%) |
| Belgium | 28,324 | 28,128 | 0.7% |
| United Kingdom | 46,078 | 45,522 | 1.2% |
| Denmark | 40,494 | 25,548 | 58.5% |
| Spain | 79,976 | 34,078 | 134.7% |
| Austria | 34,487 | 27,696 | 24.5% |
| France | 17,680 | 17,886 | (1.2%) |
| Luxembourg | 23,893 | 21,812 | 9.5% |
| Lithuania | 14,041 | 15,391 | (8.8%) |
| Other EU countries | 85,598 | 89,643 | (4.5%) |
| Other European Countries | 159,805 | 264,229 | (39.5%) |
| Switzerland | 18,513 | 118,566 | (84.4%) |
| Norway | 47,401 | 37,008 | 28.1% |
| Russia | 6,498 | 23,073 | (71.8%) |
| Other European countries | 87,393 | 85,582 | 2.1% |
| Africa | 78,011 | 63,977 | 21.9% |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | Dynamics 2019/2018 | |
|---|---|---|---|
| Asia | 150,624 | 239,295 | (37.1%) |
| India | 65,765 | 124,986 | (47.4%) |
| Singapore | 9,431 | 11,397 | (17.3%) |
| Bangladesh | 24,471 | 16,172 | 51.3% |
| Hong Kong | 15,023 | 25,078 | (40.1%) |
| Turkey | 15,878 | 25,837 | (38.5%) |
| Other Asian countries | 20,056 | 35,825 | (44.0%) |
| Other regions | 29,506 | 31,243 | (5.6%) |
| Cash flow hedge adjustment | 17,913 | 25,196 | (28.9%) |
| TOTAL | 3,548,879 | 3,672,658 | (3.4%) |
The Group recognises revenues based on the so-called 5-step model – when it satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. When (or as) a performance obligation is satisfied, the Group recognises as revenues the amount of the transaction price that is allocated to that performance obligation.The obligation to identify the performance obligations also applies to contracts where the contract is assumed to consist of only one element (e.g. sale of a product) when settled with the customer.
Variable consideration that is promised in a contract may be attributable to the entire contract or to a specific part of the contract. Allocation to the entire contract is done based on standalone selling prices of underlying performance obligations.
Revenues from the sales of products and goods in foreign currencies are recognised in profit or loss at the NBP's average exchange rate from the date preceding the date of invoice, when the significant risks and rewards of ownership have been transferred to the buyer.
| SALES REVENUES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Revenues from sales of products and services | 3,408,869 | 3,473,482 |
| - products | 3,355,657 | 3,431,092 |
| - services | 53,212 | 42,390 |
| Revenues from sales of goods and materials | 140,010 | 199,176 |
| - goods | 133,486 | 192,094 |
| - materials | 6,524 | 7,082 |
| Net sales of products, goods and materials | 3,548,879 | 3,672,658 |
Expenses are probable decreases in economic benefits in the form of outflows or depletions of assets or increases in liabilities and provisions.
Cost of sales comprises the production cost of products and services sold and the value of sold goods and materials.
Selling costs include, among others: sales commissions and the costs of advertising, promotion and distribution.
General and administrative expenses are expenses associated with activities of the entity's management or those of general functions.
| COST OF SALES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Cost of manufacture of products and services sold | (2,664,117) | (2,728,686) |
| Cost of sold goods and materials sold | (106,185) | (178,214) |
| Reversal of impairment losses on inventory | 12,800 | 7,794 |
| Recognition of impairment losses on inventory | (9,660) | (10,136) |
| TOTAL | (2,767,162) | (2,909,242) |
| COST BY KIND (SELECTED) | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Amortisation | (310,440) | (275,102) |
| Consumption of materials and energy | (1,898,741) | (1,968,642) |
| Employee benefits, including: | (368,160) | (336,602) |
| - payroll | (303,416) | (277,483) |
| - social security and other benefits | (59,101) | (57,300) |
| - expenditure on retirement benefit and jubilee awards (including provisions) | (414) | (675) |
| - expenditure on pension schemes with defined benefits | (342) | (401) |
| - other | (4,887) | (743) |
| External services | (448,830) | (458,968) |
The reporting period's results are also affected by other operating income and expenses indirectly related to the Group's core operations. The key items include:
Government subsidies are recognised when there is reasonable assurance that the subsidy will be received and that the entity will comply with all relevant conditions of the subsidy. Subsidies are recognised as income in profit or loss on a systematic basis when the entity recognises, as expenses, the related costs that the subsidies are intended to compensate.
Government subsidies related to assets, including non-monetary subsidies at fair value, are presented in the balance sheet by setting up the subsidy as deferred income. It is recognised as income over the useful life of the asset. Repayment of a subsidy related to income should be applied first against any unamortised deferred credit set up in respect of the subsidy. To the extent that the repayment exceeds any such deferred credit, or where no deferred credit exists, the repayment should be recognised immediately in profit or loss. Repayment of a subsidy related to an asset should be recorded by increasing the carrying amount of the asset or reducing the deferred income balance by the amount repayable.
In connection with the implementation of investment projects to improve energy efficiency, companies receive energy efficiency certificates which are recognised at market value. If the value of certificates received exceeded the value of expenditures incurred on the implementation of projects, this amount is recognised on a one-off basis in profit or loss as other operating income.
The carrying amounts of the company's non-financial assets, other than inventory and deferred tax assets, are reviewed at reporting date to determine whether there is any indication of impairment. If any such indication exists, then the company estimates the recoverable amount of the respective cash-generating unit.
For intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date, irrespective of the existence of the aforesaid indications.
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. The recoverable amount is determined for individual assets, unless the asset does not generate cash inflows that
are largely independent of the cash inflows from other assets or groups of assets. If the asset's carrying amount exceeds its recoverable amount, an impairment loss is recognised against the carrying amount of the asset. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset.
Impairment losses are recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the unit (group of units) and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Impairment losses are recognised in profit or loss. Impairment losses in respect of assets are recognised in those expense categories that correspond to the function of the asset to which they relate.
| OTHER OPERATING INCOME | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Subsidies | 10,237 | 10,858 |
| The right to emit greenhouse gases | 21,436 | 7,303 |
| Rents/lease income | 2,854 | 3,183 |
| Gain on disposal of non-financial non-current assets | 469 | 17,852 |
| Reversal of impairment allowances on receivables | 3,458 | 3,381 |
| Reversal of impairment losses on property, plant and equipment and intangible assets |
1,000 | 580 |
| Reversal of provisions on employee benefits | 900 | 670 |
| Reversal of provisions for compensation – changing the base | 258 | 204 |
| Reversal of provisions for environmental protection – changing the base | 1,020 | 3,030 |
| Reversal of provisions for liabilities – changing the base | 4,263 | 5,789 |
| Reversal of other provisions- changing the base | 2,000 | 12,356 |
| Penalty fees and compensations received | 3,470 | 1,152 |
| Refund of taxes and charges | 6,080 | 4,319 |
| Valuation of investment property in fair value | 873 | - |
| Other services | 4,424 | 3,579 |
| Settlement of inventory taking | 8,765 | 2,462 |
| Settlement of white certificates | 15,974 | - |
| Other | 25,341 | 12,322 |
| TOTAL | 112,822 | 89,040 |
The "other" item includes an amount that represents the value of written-off deferred payment for the acquisition of Proplan. EUR 4,136 thousand of discounted conditional deferred payment which depended on Proplan's results for 2018 and 2019, was payable respectively in 2019 and 2020 (the estimation of nominal payments at the moment of acquisition of control was EUR 4,270 thousand). However, due to the fact that Proplan failed to achieve financial results allowing for payment of this part of consideration for the acquisition of Proplan Plant Protection Company, S.L., the value of this deferred payment was recognised on a one-off basis as other operating income in the amount of PLN 17,612 thousand. Moreover, in connection with the early implementation of an investment project aimed at improving energy efficiency,
CIECH Soda Polska S.A. received new energy efficiency certificates (white certificates), the value of which, due to the sharp increase in their exchange prices, exceeded the value of expenditures incurred on the implementation of the investment projects. The surplus amounted to PLN 13.5 million (the value of granted certificates was determined on the basis of market prices) and was recognized once in other operating income.
Subsidies recognised in the statement of profit or loss in the reporting period amounted to PLN 10,237 thousand (PLN 10,858 thousand in the comparable period) settled over time in proportion to the depreciation/amortisation of noncurrent assets to which they relate. Subsidies included in liabilities as at 31 December 2019 amounted to PLN 65,378 thousand (compared to PLN 74,848 thousand as at 31 December 2018). The CIECH Group companies receive subsidies for research and development activities, purchase of property, plant and equipment and for adapting investment projects to environmental requirements. The subsidies are mainly received by the CIECH Group companies from the National Centre for Research and Development, the National Fund for Environmental Protection and Water Management and Ministry of Development.
The most significant subsidies are as follows:
| SIGNIFICANT SUBSIDIES RECEIVED BY: | CIECH Soda Polska S.A. |
CIECH Sarzyna S.A. |
CIECH Cargo Sp. z o.o. |
CIECH R&D Sp. z o.o. |
|---|---|---|---|---|
| "Extension of the centre of decantation and filtration of distillation sludge in the Plant in Inowrocław" |
10,930 | |||
| Reduction of dust emissions from the Inowrocław CHP Plant by modernising boiler ESPs – OP 110 No 1, 2, 3, 4 |
5,727 | |||
| "Developing and testing, on a demonstrable scale, internationally innovative agro-chemical preparations of a unique composition and formulation" |
14,581 | |||
| Purchase of rolling stock used for intermodal transport in CIECH Cargo Sp. z o.o. |
14,200 | |||
| Establishment of a Research and Development Centre Ciech R&D Sp. z o.o. |
6,031 |
In June 2019, CIECH R&D Sp. z o.o. completed the implementation of the project "Development by CIECH R&D sp. z o.o. in cooperation with Nicolaus Copernicus University in Toruń (subcontractor) of a globally innovative technology for ammonia brine carbonation allowing the increase of sodium efficiency in the sodium carbonate production process". The amount of aid received in 2019 exceeded PLN 60 thousand.
A project aimed at reversing CO2 in the soda production process was also implemented for another year. Works completed in 2019 enabled the receipt of a refund of over PLN 2.1 million.
In 2019, the CIECH Group companies obtained further subsidies for the implementation of R&D projects:
Additionally, CIECH Soda Polska S.A. has successfully completed the process of applying for a decision on support as part of the Polish Investment Zone. The maximum amount of income tax exemption that can be used is more than PLN 20 million.
| OTHER OPERATING EXPENSES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Costs related to investment property | (3,898) | (1,803) |
| Recognition of impairment losses on receivables | (2,889) | (7,719) |
| Recognition of impairment losses on property, plant and equipment and intangible assets |
(73,600) | (2,783) |
| Recognition of provisions on employee benefits | (17,228) | (1,914) |
| Recognition of provisions for compensation – changing the base | (180) | (876) |
| Recognition of provisions for environmental protection – changing the base | (974) | (2,539) |
| Recognition of provisions for liabilities – changing the base | (8,941) | (3,321) |
| Recognition of provision for anticipated losses - changing the base | - | (90) |
| Liquidation costs of property, plant and equipment | (1,520) | (183) |
| Liquidation costs of materials | (2,088) | (544) |
| Amortisation/depreciation | (58) | (101) |
| Costs of idle assets and production capacity | (38,200) | (18,990) |
| Costs of remediating the effects of fortuitous events | - | (2,003) |
| Valuation of investment property at fair value | - | (1,040) |
| Receivables written-off | (90) | (68) |
| Penalties and compensations paid | (1,740) | (1,883) |
| Other | (22,855) | (10,668) |
| TOTAL | (174,261) | (56,525) |
The total amount of expenditure on research and development expensed in the period, as not meeting the capitalisation criteria, amounted to PLN 5,654 thousand (PLN 6,434 thousand in the comparable period).
In connection with the suspension of production by a subsidiary, CIECH Soda Romania S.A., resulting from the discontinuation of supplies of process steam by its supplier, S.C. CET Govora S.A., the CIECH Group evaluated the evidence of impairment of assets, based on possible scenarios of actions. Following the analysis, the Group recognised an impairment loss on property, plant and equipment in the total amount of PLN 73,486 (of which PLN 36,655 thousand recognised in the first half of 2019). The decision to recognise an additional loss in the second half of 2019 was made as a result of:
The amount of the impairment loss on property, plant and equipment was determined in accordance with IAS 36 "Impairment of assets". The following assumptions were adopted to determine the value of particular groups of fixed assets:
• for other fixed assets not included above – the price of scrap less the costs of disassembly was used as the selling price. Buildings, offices and land and water engineering facilities, technical equipment and machinery, and assets under construction were written off.
The impairment loss (recognised as other operating expenses in the period from 1 January to 31 December 2019), calculated on the basis of the above assumptions, was PLN 73,486 thousand.
The amount of the impairment loss was allocated to the profit or loss of the industry segments in which CIECH Soda Romania S.A. conducts its operations.
The impact on the operating profit or loss of particular segments was as follows:
At the same time, the Group continues analyses of the possibility of obtaining a new source of steam at a reasonable cost and long-term cooperation in the supply of other raw materials necessary for production (guaranteeing cost predictability in subsequent years). The result of these analyses may affect the amount of impairment losses recognised in the consolidated financial statements of the CIECH Group for subsequent reporting periods.
Financial income and expenses relate to an entity's financing activities including the acquisition and disposal of equity, securities, drawing of loans and borrowings, issuance of debt securities. Accordingly, key items of financing activities include:
✓ write-downs on investments,
✓ net foreign exchange gains or losses,
| FINANCIAL INCOME | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Interest | 1,441 | 6,852 |
| Dividends and shares in profit | 136 | 379 |
| Net foreign exchange gains | - | 6,241 |
| Reversal of impairment losses | 250 | 622 |
| Income from liquidated companies | - | 72 |
| Balance sheet valuation of derivative financial instruments | - | 112 |
| Reversal of provision of financial liabilities - changing the base | 1,755 | 35 |
| Gain on disposal of financial assets | - | 2,758 |
| Other | 1,483 | 2,088 |
| TOTAL | 5,065 | 19,159 |
| FINANCIAL EXPENSES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Total interest | (53,379) | (69,632) |
| Net foreign exchange losses | (788) | - |
| Recognition of impairment losses | (139) | (3,497) |
| Factoring commissions | (2,808) | (4,032) |
| Bank fees and commissions | (3,107) | (3,574) |
| Recognised provisions | (2,415) | (1,347) |
| Increase in provisions due to change in discount rates | (18,575) | (6,016) |
| Costs of discounting of liabilities | (2,522) | (1,181) |
| Ineffective portion of hedge accounting | (440) | (2,132) |
| Other | (5,987) | (2,440) |
| TOTAL | (90,160) | (93,851) |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |||||
|---|---|---|---|---|---|---|
| Tax effect of each component of other comprehensive income of the CIECH Group |
Before tax | Tax | After tax | Before tax | Tax | After tax |
| Net currency at translation differences | (12,492) | (237) | (12,729) | 8,808 | 945 | 9,753 |
| Cash flow hedge reserve | (32,904) | 3,381 | (29,523) | (12,489) | 3,174 | (9,315) |
| Costs of hedging reserve | 4,409 | - | 4,409 | 615 | - | 615 |
| Valuation of actuarial provisions | (591) | 112 | (479) | (235) | 43 | (192) |
| Other components of other comprehensive income | - | - | - | 3 | - | 3 |
| TOTAL | (41,578) | 3,256 | (38,322) | (3,298) | 4,162 | 864 |
| Other comprehensive income before tax | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Currency translation differences (foreign companies) | (12,492) | 8,808 |
| remeasurement for the current period | (12,492) | 8,808 |
| Cash flow hedge reserve | (32,904) | (12,489) |
| fair value remeasurement in the period | (13,241) | (7,971) |
| reclassification to profit or loss | (19,663) | (4,518) |
| Costs of hedging reserve | 4,409 | 615 |
| fair value remeasurement in the period | 4,409 | 615 |
| reclassification to profit or loss | - | - |
| Valuation of actuarial provisions | (591) | (235) |
| remeasurement for the current period | (591) | (235) |
| Other components of other comprehensive income | - | 3 |
| remeasurement for the current period | - | 3 |
| Income tax attributable to other components of other comprehensive income | 3,256 | 4,162 |
| accrued for the current period | (568) | 3,322 |
| reclassification to profit or loss | 3,824 | 840 |
| Other comprehensive income net of tax | (38,322) | 864 |

Current tax receivables and liabilities for the current and prior periods are measured in the amount of the expected tax amount to be paid to tax authorities (recoverable from tax authorities) using tax rates and tax laws that are legally or substantively enacted at the reporting date.
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Current income tax | (55,391) | (132,550) |
| Income tax for the reporting period | (53,007) | (50,581) |
| Adjustment to tax for previous years | (2,384) | (81,969) |
| Deferred tax | (11,718) | (59,971) |
| Origination/reversal of temporary differences | (7,854) | (61,693) |
| Unrecognized deferred tax assets | (3,864) | 1,722 |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (67,109) | (192,521) |
For a detailed description of proceedings concerning tax settlements, see note 9.2 to these financial statements.
| INCOME TAX RECOGNISED IN OTHER COMPREHENSIVE INCOME | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Net currency at translation differences | (237) | 945 |
| Cash flow hedge | 3,381 | 3,174 |
| Valuation of actuarial provisions | 112 | 43 |
| TOTAL | 3,256 | 4,162 |
The following represents a reconciliation of income tax calculated by applying the currently enacted statutory tax rate to the Group's pre-tax financial result to income tax calculated based on the effective tax rate:
| EFFECTIVE TAX RATE | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Profit (loss) before taxes | 183,521 | 305,024 |
| Income tax based on currently enacted tax rate | (34,869) | (57,955) |
| Difference due to the application of tax rates of other tax jurisdictions | (8,683) | (3,749) |
| Unrealized withholding tax | - | (58) |
| Tax effect of revenues which are not revenues according to tax regulations (permanent difference) |
9,699 | 7,288 |
| Effect of participation in entities accounted for using the equity method | 198 | 64 |
| Tax effect of costs which are not obtaining costs according to tax regulations (permanent difference) |
(27,392) | (24,663) |
| Correction of current income tax for previous years | (357) | (85,826) |
| Realese of deferred tax asset from tax losses from previous years | (3,843) | (32,063) |
| Special economic Zone | (2,505) | 4,165 |
| Tax reliefs | 488 | 187 |
| Settlement of the asset for deferred tax | (1,048) | (1,048) |
| Other | 1,203 | 1,137 |
| Income tax recognised In profit and loss statement | (67,109) | (192,521) |
| EFFECTIVE TAX RATE | 36.6% | 63.1% |
Deferred tax is recognised in respect of temporary differences between the tax values of assets and liabilities and the carrying amounts recognised in the financial statements.
Deferred tax liability is recognised for all taxable temporary differences, unless the deferred tax liability arises from:
The carrying amount of a deferred tax asset is reviewed at the end of every reporting period and is reduced to the extent that it is no longer probable that sufficient taxable income will be available against which the asset can be utilised. Any previously unrecognised deferred tax asset is reassessed at each reporting date and is recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the tax rates and laws that have been enacted at the reporting date or whose application in the future is certain at the reporting date.
Income tax related to items recognised outside profit or loss statement is itself recognised outside profit or loss: either in other comprehensive income, when it relates to items recognised in other comprehensive income, or directly in equity, when it relates to items recognised directly in equity.
Deferred tax assets and liabilities are offset solely if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred income tax is based on the assumption that future taxable profit will allow for its usage. In determining the amount of deferred tax assets, the CIECH Group subsidiaries base their calculations on estimates related to the term and amount of future taxable income.
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME TAX LIABILITY |
31.12.2019 | 31.12.2018 | |||||
|---|---|---|---|---|---|---|---|
| Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | ||
| Property, plant and equipment | 1,647 | 143,006 | (141,359) | 1,664 | 151,728 | (150,064) | |
| Intangible assets | 6,055 | 23,113 | (17,058) | 8,005 | 25,334 | (17,329) | |
| Right of perpetual usufruct | - | 4,933 | (4,933) | - | 5,003 | (5,003) | |
| Investment property | 1,573 | 1,562 | 11 | 1,043 | 1,555 | (512) | |
| Financial assets | 641 | 3,780 | (3,139) | 646 | 13,899 | (13,253) | |
| Inventory | 650 | 3,012 | (2,362) | 2,645 | 1,916 | 729 |
| DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME TAX LIABILITY |
31.12.2019 | 31.12.2018 | ||||
|---|---|---|---|---|---|---|
| Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | |
| Trade and other receivables | 4,757 | 1,177 | 3,580 | 4,869 | 23,445 | (18,576) |
| Provisions for employee benefits | 5,119 | - | 5,119 | 2,455 | 3 | 2,452 |
| Other provisions | 18,553 | - | 18,553 | 17,067 | - | 17,067 |
| Tax losses carried forward | 28,627 | - | 28,627 | 43,521 | - | 43,521 |
| Foreign exchange differences | 2,620 | 289 | 2,331 | 2,492 | 281 | 2,211 |
| Liabilities | 30,907 | - | 30,907 | 52,921 | 62 | 52,859 |
| Special economic zone | 109,870 | - | 109,870 | 131,278 | - | 131,278 |
| Other | 272 | 914 | (642) | 161 | 12,003 | (11,842) |
| Lease liabilities | 31,495 | - | 31,495 | - | - | - |
| Rights to use an asset | - | 31,427 | (31,427) | - | - | - |
| Cash and cash equivalents | 105 | - | 105 | 103 | - | 103 |
| Deferred tax assets/liability | 242,891 | 213,213 | 29,678 | 268,870 | 235,229 | 33,641 |
| Set - off of deferred tax assets/ liability | (154,799) | (154,799) | - | (160,401) | (160,401) | - |
| Unrecognized deferred tax assets | (44,461) | - | (44,461) | (40,597) | - | (40,597) |
| Deferred tax assets/liability recognised in the statement of financial position |
43,631 | 58,414 | (14,783) | 67,872 | 74,828 | (6,956) |
The Group estimates that within more than 12 months from the period of the consolidated financial statements presentation the deferred tax asset will be utilised in the amount of PLN 164,737 thousand (this amount does not include the unrecognised amount of the deferred tax asset). In the same period, the estimated amount of settlement of the deferred tax liability will be PLN 188,662 thousand.
| TOTAL | (503,986) | - | (503,986) | 27,436 | 26,347 | 3,229 | (446,393) |
|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | 103 | - | 103 | 2 | - | - | 105 |
| Rights to use an asset | - | (119,089) | (119,089) | (1,416) | - | - | (120,505) |
| Lease liabilities | - | 119,089 | 119,089 | 2,108 | - | - | 121,197 |
| Other | (61,834) | - | (61,834) | 57,859 | - | - | (3,975) |
| Liabilities | 213,504 | - | 213,504 | (73,227) | - | 29 | 140,306 |
| Foreign exchange differences | 17,988 | - | 17,988 | 2,327 | (1,685) | - | 18,630 |
| Tax losses carried forward | 233,240 | - | 233,240 | (82,567) | - | - | 150,673 |
| Other provisions | 62,603 | - | 62,603 | (3,172) | - | (515) | 58,916 |
| Provisions for employee benefits | 12,959 | - | 12,959 | 15,363 | 591 | (370) | 28,543 |
| Trade and other receivables | (53,772) | - | (53,772) | 71,205 | - | 1,248 | 19,262 |
| Inventory | 3,916 | - | 3,916 | (16,269) | - | - | (12,353) |
| Financial assets | (135,667) | - | (135,667) | 16,517 | 27,441 | (5) | (91,714) |
| Investment property | 8,309 | - | 8,309 | 1,291 | - | - | 9,600 |
| Right of perpetual usufruct | (26,332) | - | (26,332) | 370 | - | - | (25,962) |
| Intangible assets | (81,416) | - | (81,416) | (289) | - | 797 | (80,908) |
| Property, plant and equipment | (697,587) | - | (697,587) | 37,334 | - | 2,045 | (658,208) |
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2019 | Changes in accounting policies |
Opening balance after adjustments |
Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
Currency translation differences |
31.12.2019 |
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2018 | Changes in accounting policies |
Opening balance after adjustments |
Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
Currency translation differences |
Change in Group's composition |
31.12.2018 |
|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment |
(638,940) | - | (638,940) | (53,553) | - | (5,094) | - | (697,587) |
| Intangible assets | 39,239 | - | 39,239 | (16,696) | - | (320) | (103,639) | (81,416) |
| Right of perpetual usufruct | (26,703) | - | (26,703) | 371 | - | - | - | (26,332) |
| Investment property | 13,629 | - | 13,629 | (5,320) | - | - | - | 8,309 |
| Long-term receivables | - | 625 | 625 | (625) | - | - | - | - |
| Financial assets | (155,748) | - | (155,748) | 39,012 | (18,442) | (489) | - | (135,667) |
| Inventory | 322 | - | 322 | 3,594 | - | - | - | 3,916 |
| Trade and other receivables | (89,488) | 5,143 | (84,345) | 32,054 | - | (1,481) | - | (53,772) |
| Provisions for employee benefits |
13,837 | - | 13,837 | (1,256) | 236 | 142 | - | 12,959 |
| Other provisions | 63,892 | - | 63,892 | (3,059) | - | 1,770 | - | 62,603 |
| Tax losses carried forward | 447,860 | - | 447,860 | (214,620) | - | - | - | 233,240 |
| Foreign exchange differences |
25,540 | - | 25,540 | (10,379) | 2,827 | - | - | 17,988 |
| Liabilities | 165,899 | - | 165,899 | 45,006 | - | 2,599 | - | 213,504 |
| Other | 11,068 | - | 11,068 | (72,902) | - | - | - | (61,834) |
| Cash and cash equivalents | - | 112 | 112 | (9) | - | - | - | 102 |
| TOTAL | (129,593) | 5,880 | (123,713) | (258,382) | (15,379) | (2,873) | (103,639) | (503,986) |
The above table does not contain any temporary differences from the deferred tax asset of the special economic zone as according to the rules, the above-mentioned relief is tax-deductible rather than income-deductible.
Dividend payment to the shareholders of the CIECH Group has no effect on deferred tax.
The CIECH Group companies who recognised deferred tax assets in respect of tax loss carried forward, on the basis of their tax budgets, predict that sufficient taxable profits will be realised in the period when losses can be utitlised against which the Group can fully utilise the benefits therefrom.
In August 2016, the headcount-related condition provided for in the Zone Permit No 126/PSSE dated 23 May 2014 for carrying out business activities in the Pomeranian Special Economic Zone, was fulfilled. Thereby CIECH Soda Polska S.A. had fulfilled all the conditions related to the Zone Permit and, as of 1 September 2016, started to take advantage of its exemption from the corporate income tax on account of operations carried out in the Pomeranian Special Economic Zone. In view of the above, in 2016 CIECH Soda Polska S.A. recognised a deferred tax asset of PLN 95,422 thousand. Following the receipt of explanations from the European Commission, via the Office for Competition and Consumer Protection, regarding the definition and calculation of the value of a single investment project, the value of available State aid determined for the Company increased by PLN 44,911 thousand in 2017. The Company cautiously analyzed the capabilities of using available public aid by calculating the amount of the exemption in accordance with the methodology adopted in this respect and decided to recognise in the financial statements for 2017 the amount of PLN 10,457 thousand, and for 2018 – an additional amount of the deferred tax asset due to operating in a special economic zone, i.e. PLN 20,939 thousand, and not to recognize a deferred income tax asset in the amount of PLN 13,515 thousand. As at the end of 2018, after the remeasurement, the asset resulting from operations carried out in the Special Economic Zone was PLN 117,763 thousand. At the end of 2019, net asset (less impairment loss recognised) resulting from operations carried out in the Special Economic Zone is PLN 93,850 thousand.

In the light of provisions of the General Anti-Avoidance Rule ("GAAR"), applicable as of 15 July 2016 and aimed at preventing the origination and use of factitious legal structures designed to avoid payment of taxes in Poland, the Management Board of CIECH S.A. considered the impact of transactions which could potentially be subject to the GAAR regulations on the deferred tax, tax value of assets and deferred tax provisions. In the opinion of the Management Board, the analysis conducted did not demonstrate the need to adjust the reported current and deferred income tax items. However, in the opinion of the Management Board, there is an inherent uncertainty arising from GAAR that tax authorities will interpret these provisions differently, will change their approach to their interpretation or the rules themselves will change, which may affect the ability to utilise the deferred tax assets in future periods and the possible payment of an additional tax for past periods.
5
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and all other costs directly attributable to the acquisition of the asset and bringing it to a working condition for its intended use. The cost also includes the cost of replacing components of machinery and equipment when incurred if the recognition criteria are met.
As of 1 January 2019, property, plant and equipment used under lease agreements are reported in the balance sheet as right-of-use assets.
The cost of replacing a part of an item of property, plant and equipment are capitalised. Other costs are capitalised only to the extent that it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. Other subsequent costs are recognised in the profit or loss statement as incurred expenses.
A separate component of an item of property, plant and equipment, requiring replacement at regular intervals, is depreciated over its economic useful life.
The Group increases the value of property, plant and equipment by the value of outlays for periodic major overhauls, necessary for the functioning of a given item of property, plant and equipment. These expenditures are treated as a separate item of property, plant and equipment and depreciated through the anticipated period to the next planned overhaul. Upon capitalisation of new costs of overhauls, the non-depreciated value of previous repairs is allocated to operating expenses.
Upon the acquisition or creation of an item of property, plant and equipment, the Group separates from the cost a value equal to the expenditures that need to be made during the next overhaul of a given item of property, plant and equipment and depreciates it through the anticipated period left until the next planned overhaul.
Items of property, plant and equipment, and also their significant and separate components, are depreciated on a straight-line basis over their respective estimated useful lives. Land is not depreciated. The estimated useful lives are as follows:
| Buildings | 20-50 years |
|---|---|
| Machinery and equipment | 2-20 years |
| Means of transport | 2-20 years |
| Other | 1-15 years |
For qualifying assets, the borrowing costs that otherwise would have been avoided if the expenditure on the qualifying asset has not been made are included in purchase price of these assets. The amount of borrowing costs eligible for capitalisation is defined as the appropriate portion of loan interest, the cost of arranging financing and respectively foreign exchange differences on foreign currency loans.
Depreciation rates. These are determined on the basis of the expected useful lives of property, plant and equipment and are subject to annual verification. Any adjustments resulting from the verification are made prospectively as a change in estimate.
Impairment losses on non-financial assets — detailed principles of estimation of impairment losses are described in accounting policies, in note 3.4.
| 01.01.-31.12.2019 | Land | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
82,164 | 1,258,088 | 3,131,875 | 115,384 | 53,975 | 400,455 | 5,041,941 |
| Purchase | 3,352 | 762 | 10,592 | 3,533 | 2,918 | 526,481 | 547,638 |
| Reclassification | - | 29,523 | 38,666 | (34,766) | 5,032 | (134,449) | (95,994) |
| Capitalised borrowing costs | - | - | - | - | - | 10,376 | 10,376 |
| Exchange differences | (1,198) | (4,626) | (15,538) | (600) | (228) | (5,464) | (27,654) |
| Sales | (499) | - | (311) | (1,702) | (132) | (96,211) | (98,855) |
| Liquidation | - | (303) | (14,720) | (2,222) | (431) | - | (17,676) |
| Other | 7 | (2,305) | (3,054) | - | - | (38) | (5,390) |
| Gross value of property, plant and equipment at the end of the period |
83,826 | 1,281,139 | 3,147,510 | 79,627 | 61,134 | 701,150 | 5,354,386 |
| Accumulated depreciation at the beginning of the period |
(11,317) | (537,705) | (1,530,907) | (65,735) | (35,688) | - | (2,181,352) |
| Depreciation for the period | 109 | (59,055) | (148,640) | 5,452 | (4,778) | - | (206,912) |
| Annual depreciation charge | - | (63,847) | (193,477) | (4,977) | (5,957) | - | (268,258) |
| Sales | - | - | 220 | 1,685 | 38 | - | 1,943 |
| Liquidation | - | 265 | 14,416 | 836 | 428 | - | 15,945 |
| Exchange differences | 109 | 2,218 | 9,942 | 394 | 170 | - | 12,833 |
| Reclassification | - | - | 17,198 | 7,514 | 516 | - | 25,228 |
| Other | - | 2,309 | 3,061 | - | 27 | - | 5,397 |
| Accumulated depreciation at the end of the period |
(11,208) | (596,760) | (1,679,547) | (60,283) | (40,466) | - | (2,388,264) |
| Impairment losses at the beginning of the period |
- | (1,395) | (810) | - | 98 | (1,283) | (3,390) |
| Recognition | - | (41,261) | (14,778) | - | - | (17,447) | (73,486) |
| Exchange differences | - | 731 | 278 | - | (3) | 293 | 1,299 |
| Other | - | 634 | - | - | - | 28 | 662 |
| Impairment losses at the end of the period |
- | (41,291) | (15,310) | - | 95 | (18,409) | (74,915) |
| Carrying amount of property, plant and equipment at the beginning of period |
70,847 | 718,988 | 1,600,158 | 49,649 | 18,385 | 399,172 | 2,857,199 |
| Carrying amount of property, plant and equipment at the end of the period |
72,618 | 643,088 | 1,452,653 | 19,344 | 20,763 | 682,741 | 2,891,207 |
| 01.01.-31.12.2018 | Land | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
79,737 | 1,154,203 | 2,919,663 | 107,552 | 46,055 | 342,673 | 4,649,883 |
| Purchase | - | 18,268 | 25,260 | 8,526 | 3,966 | 379,217 | 435,237 |
| Reclassification | - | 82,706 | 184,243 | (898) | 5,260 | (326,820) | (55,509) |
| Capitalised borrowing costs | - | - | - | - | - | 5,884 | 5,884 |
| Exchange differences | 2,427 | 7,273 | 28,758 | 557 | 345 | 4,366 | 43,726 |
| Sales | - | (2,585) | (1,798) | (238) | (6) | - | (4,627) |
| Liquidation | - | (2,671) | (14,395) | (455) | (1,679) | (4,865) | (24,065) |
| Change in the Group's structure | - | - | 323 | 340 | 34 | - | 697 |
| Other | - | 894 | (10,179) | - | - | - | (9,285) |
| Gross value of property, plant and equipment at the end of the period |
82,164 | 1,258,088 | 3,131,875 | 115,384 | 53,975 | 400,455 | 5,041,941 |
| Accumulated depreciation at the beginning of the period |
(10,977) | (480,434) | (1,348,495) | (59,136) | (31,608) | - | (1,930,650) |
| Depreciation for the period | (340) | (57,271) | (182,412) | (6,599) | (4,080) | - | (250,702) |
| Annual depreciation charge | - | (57,348) | (195,572) | (7,350) | (5,510) | - | (265,780) |
| Sales | - | 1,377 | 1,794 | 209 | 6 | - | 3,386 |
| Liquidation | - | 2,322 | 13,999 | 433 | 1,649 | - | 18,403 |
| Change in the Group's structure | - | - | (228) | (95) | (34) | - | (357) |
| Exchange differences | (340) | (3,710) | (15,013) | (335) | (274) | - | (19,672) |
| Reclassification | - | - | (539) | 539 | - | - | - |
| Other | - | 88 | 13,147 | - | 83 | - | 13,318 |
| Accumulated depreciation at the end of the period |
(11,317) | (537,705) | (1,530,907) | (65,735) | (35,688) | - | (2,181,352) |
| Impairment losses at the beginning of the period |
- | (1,744) | (787) | (1) | 95 | (4,544) | (6,981) |
| Recognition | - | (179) | - | - | - | (1,263) | (1,442) |
| Reversal | - | 580 | - | - | - | - | 580 |
| Liquidation | - | - | - | - | - | 4,524 | 4,524 |
| Exchange differences | - | (52) | (23) | 1 | 3 | - | (71) |
| Impairment losses at the end of the period |
- | (1,395) | (810) | - | 98 | (1,283) | (3,390) |
| Carrying amount of property, plant and equipment at the beginning of period |
68,760 | 672,025 | 1,570,381 | 48,415 | 14,542 | 338,129 | 2,712,252 |
| Carrying amount of property, plant and equipment at the end of the period |
70,847 | 718,988 | 1,600,158 | 49,649 | 18,385 | 399,172 | 2,857,199 |
In 2019, the capitalisation rate applied to determine the amount of borrowing costs to be capitalised was approx. 6%, whereas in 2018 it amounted to approx. 4%.
In 2019, in connection with the suspension of production resulting from the discontinuation of supplies of process steam, CIECH Soda Romania S.A. recognised an impairment loss on fixed assets, as described in detail in Note 3.4 to these statements. In the comparable period, there were no significant impairment losses on property, plant and equipment.
Depreciation of property, plant and equipment was charged to the following line items in the consolidated profit or loss statement:
| PROPERTY, PLANT AND EQUIPMENT DEPRECIATION CHARGES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Cost of sales | (259,488) | (257,364) |
| Selling costs | (161) | - |
| General and administrative expenses | (8,551) | (8,315) |
| Other operating expenses | (58) | (101) |
| TOTAL | (268,258) | (265,780) |
| RECOGNIZED NON-CURRENT ASSETS (OWNERSHIP STRUCTURE) | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Owned | 2,891,207 | 2,812,902 |
| Finance lease agrements | - | 44,297 |
| TOTAL | 2,891,207 | 2,857,199 |
As of 1 January 2019, the value of fixed assets accounted for in accordance with IFRS 16 Leases is reported in the balance sheet as right-of-use assets.
In the reporting period the CIECH Group received compensation from third parties for impaired tangible fixed assets in the amount of PLN 2,039 thousand (PLN 1,421 thousand in the comparable period).
As at 31 December 2019, all items of property, plant and equipment at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
Future commitments arising from agreements concerning acquisition of property, plant and equipment amounted to PLN 153,731 thousand in 2019 (in the comparable period: PLN 76,173 thousand).
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
After initial recognition, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability.
In the case of leasehold improvements, expenditures on the purchase or production of third-party fixed assets, once incurred, do not result in the necessity to make payments in the future, and therefore do not meet the definition of lease. The recognition of these expenditures is regulated by IAS 16.
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group applies IAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
For a detailed information on the implementation of IFRS 16 Leases, see note 1.5.1.
Changes in carrying amounts of right-of-use assets in the period of 12 months ended 31 December 2019 are as follows:
| Land | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
TOTAL |
|---|---|---|---|---|---|
| - | - | - | - | - | - |
| 32,919 | 47,032 | - | 38,574 | 564 | 119,089 |
| 32,919 | 47,032 | - | 38,574 | 564 | 119,089 |
| 39,249 | - | 31,958 | 42,024 | 855 | 114,086 |
| - | 1,290 | - | 398 | - | 1,688 |
| 98 | 344 | 1,977 | 16,118 | - | 18,537 |
| - | - | - | (55) | - | (55) |
| (45) | (190) | (306) | (23) | (16) | (580) |
| (12) | - | - | 359 | - | 347 |
| 72,209 | 48,476 | 33,629 | 97,395 | 1,403 | 253,112 |
| - | - | - | - | - | - |
| (1,125) | (3,821) | (2,761) | (15,563) | (437) | (23,707) |
| (9,603) | - | (17,198) | (7,514) | (516) | (34,831) |
| 01.01.-31.12.2019 | Land | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
TOTAL |
|---|---|---|---|---|---|---|
| Other | - | 5 | 181 | 28 | 4 | 218 |
| Accumulated amortisation at the end of the period |
(10,728) | (3,816) | (19,778) | (23,049) | (949) | (58,320) |
| Net value of rights to use an asset at the beginning of the period |
- | - | - | - | - | - |
| Net value of rights to use an asset at the end of the period |
61,481 | 44,660 | 13,851 | 74,346 | 454 | 194,792 |
In 2019, the CIECH Group implemented IFRS 16 "Leases". Under this standard, leases and rentals, leases of passenger cars and perpetual usufruct rights were identified in the Group as lease agreements.
CIECH S.A. is a lessee of office and warehousing space, in which the largest item (approx. 2 thousand m2 ) is the office in Warsaw at Wspólna Street, where the Company's registered office is located. The term of the lease agreement expires in 2028. CIECH S.A. also leases passenger cars. The value of these cars includes the approximate value of the leased assets, determined as the initial value, less the annual depreciation rate for this group of fixed assets.
Some agreements are denominated in foreign currencies and indexed to price indices. Some agreements contain an extension option. For additional information on right-of-use assets, see note 1.5.1 to these financial statements.
Perpetual usufruct rights acquired and obtained based on an administrative decision are accounted for as leases. Assets and liabilities related to rights of perpetual usufruct of land are measured in accordance with IFRS 16 Leases. As of 1 January 2019, the value of rights of perpetual usufruct of land is reported in the balance sheet as right-of-use assets.
The carrying amount of the right of perpetual usufruct purchased by the CIECH Group in 2018 is presented in the table below. As of 1 January 2019, the value of rights of perpetual usufruct of land is reported in the balance sheet as right-of-use assets.
| RIGHT OF PERPETUAL USUFRUCT OF LAND | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Gross value at the beginning of the period | 39,250 | 39,250 |
| Reclassification to rights to use the asset | (39,250) | - |
| Gross value at the end of the period | - | 39,250 |
| Amortisation at the beginning of the period | (9,604) | (9,181) |
| Amortisation for the period | - | (423) |
| Reclassification to rights to use the asset | 9,604 | - |
| Amortisation at the end of the period | - | (9,604) |
| Impairment losses at the beginning of the period | - | - |
| Impairment losses at the end of the period | - | - |
| Net value as at the beginning of the period | 29,646 | 30,069 |
| Net value as at the end of the period | - | 29,646 |
Goodwill arises on a combination of two separate entities or businesses into one reporting entity. It specifically relates to the acquisitions of subsidiaries, associates, or jointly controlled entities. All business combinations of unrelated entities are recognised using the acquisition method.
The Group initially measures goodwill as the difference between the total value:
Occasionally, a bargain purchase may occur, i.e. a business combination in which the net recognised amounts of the identifiable assets acquired and liabilities assumed measured at the acquisition date exceed the aggregate of the acquisition-date fair value of the consideration transferred, the amount of any non-controlling interest measured at fair value or at their proportionate share in the acquiree's net assets, and in a business combination achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquire. Before recognising a gain on a bargain purchase, the acquirer reassesses whether it has correctly identified and measured the amounts of assets acquired and liabilities assumed, non-controlling interest, consideration transferred, and in a business combination achieved in stages, the acquirer's previously held equity interest in the acquiree. The purpose of the reassessment is to ensure that the measurements appropriately reflect consideration of all available information as of the acquisition date. Any remaining gain from a bargain purchase after completing the reassessment is recognised in profit or loss at the acquisition date (as other operating income).
At the date of an acquisition, any goodwill acquired in a business combination is allocated to the cash-generating units that are expected to benefit from the synergies of the combination. Each cash-generating unit or a group of units to which the goodwill was allocated:
Goodwill represents an asset with indefinite useful life and as such is subject to annual impairment tests. Goodwill is tested at a minimum at the operating segment level.
Goodwill related to investments in associates is reflected in their carrying amounts in the Group's consolidated financial statements. Consequently, any investments in associates and the related goodwill are analysed for impairment on a combined basis.
Other intangible assets that are acquired by the Group are measured at cost less accumulated amortisation and accumulated impairment losses. Any expenditure on internally generated goodwill and brands, is recognised in the profit or loss as incurred.
The costs of registering a substance in the REACH system, such as participation in research, consulting services linked to a specific registration, costs of preparing the registration documents and Chemical Safety Reports, registration fees and authorisation, are capitalised as intangible assets.
Subsequent expenditure on existing intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other subsequent expenditure is expensed as incurred.
Intangible assets are amortised on a straight-line basis over their estimated useful lives. The estimated useful lives of intangible assets are as follows:
| Development costs | 2-5 years |
|---|---|
| Patents and licences | 2–10 years |
| Other | 2-12 years |
Amortisation periods and residual values are reviewed at each reporting date with any resulting adjustments made. Any adjustments resulting from the verification are made prospectively as a change in estimate.
Amortisation of intangible assets related to the costs incurred in respect of registration in the REACH system begins in the month following the month of proper registration of a given substance. The amortisation period is 12 years with amortisation charged to cost of sales.
Research activities represent an innovative and scheduled search for solutions, undertaken with the prospect of gaining new scientific or technical knowledge. Development activities are understood as a practical application of discoveries or achievements of other knowledge in planning and designing the production of new or considerably improved materials, devices, products, technological processes, systems or services, taking place prior to starting mass production or prior to their application.
All expenditure on research activities is recognised in profit or loss as incurred. Whenever a clear distinction between research and development activities cannot be made, the Group treats the related expenditure as though it were incurred in the research phase only.
Development expenditure is capitalised as part of intangible assets only if the Group is able to prove:
Internally generated trademarks, magazine titles, editorial titles, customer lists and other items of similar nature are not recognised in the financial statements.
The amortisation periods of capitalised development costs should reflect their estimated useful lives.
Amortisation rates. Amortisation rates are determined on the basis of the expected useful lives of intangible assets, and are subject to annual verification. Any adjustments resulting from the verification are made prospectively as a change in estimate.
Impairment losses on non-financial assets — detailed principles of estimation of impairment losses are described in accounting policies, in note 3.4.
| 01.01.-31.12.2019 | Development costs |
Goodwill | Licences,patents, permits, etc. obtained |
Other intangible assets |
Intangible assets under development |
TOTAL |
|---|---|---|---|---|---|---|
| Gross value of intangible assets at the beginning of the period |
20,733 | 555,096 | 232,004 | 127,742 | 141,010 | 1,076,585 |
| Purchase | - | - | 615 | 31,824 | 32,038 | 64,477 |
| Investment outlays | - | - | - | - | 58,326 | 58,326 |
| Reclassifications | 9,000 | - | 36,795 | 12,489 | (90,322) | (32,038) |
| Exchange differences | - | (6,917) | (1,292) | (1,203) | (26) | (9,438) |
| Liquidation | - | - | (21) | (15,579) | - | (15,600) |
| Cancellation of CO2 emission rights | - | - | - | (25,191) | - | (25,191) |
| Change in the Group's structure | - | 16 | - | - | - | 16 |
| Other | - | - | - | 44 | (813) | (769) |
| Gross value of intangible assets at the end of the period |
29,733 | 548,195 | 268,101 | 130,126 | 140,213 | 1,116,368 |
| Accumulated amortisation at the beginning of the period |
(16,012) | - | (94,496) | (47,703) | - | (158,211) |
| Annual amortisation charge | (2,061) | - | (13,178) | (3,254) | - | (18,493) |
| Exchange differences | - | - | 188 | 460 | - | 648 |
| Liquidation | - | - | 21 | - | - | 21 |
| Accumulated amortisation at the end of the period |
(18,073) | - | (107,465) | (50,497) | - | (176,035) |
| Impairment losses at the beginning of the period |
- | (414,383) | (3,253) | (41,364) | (1,216) | (460,216) |
| Recognition | - | - | (5) | (59) | (50) | (114) |
| Reversal | - | - | - | - | 338 | 338 |
| Exchange differences | - | 5,733 | - | 398 | - | 6,131 |
| Impairment losses at the end of the period |
- | (408,650) | (3,258) | (41,025) | (928) | (453,861) |
| Net value of intangible assets at the beginning of the period |
4,721 | 140,713 | 134,255 | 38,675 | 139,794 | 458,158 |
| Net value of intangible assets at the end of the period |
11,660 | 139,545 | 157,378 | 38,604 | 139,285 | 486,472 |
| Development costs |
Goodwill | Licences,patents, permits, etc. obtained |
Other intangible assets |
Intangible assets under development |
TOTAL |
|---|---|---|---|---|---|
| 19,668 | 463,789 | 98,770 | 108,183 | 71,467 | 761,877 |
| - | - | 1,919 | 534 | 2,453 | 4,906 |
| - | - | - | - | 127,905 | 127,905 |
| 1,065 | - | 3,928 | 50,271 | (61,383) | (6,119) |
| - | 13,337 | (22) | 2,899 | 20 | 16,234 |
| - | - | (736) | (254) | - | (990) |
| - | - | - | (35,638) | - | (35,638) |
| - | 77,970 | 128,145 | 1,747 | - | 207,862 |
| - | - | - | - | 548 | 548 |
| 20,733 | 555,096 | 232,004 | 127,742 | 141,010 | 1,076,585 |
| (14,942) | - | (87,451) | (43,935) | - | (146,328) |
| (1,419) | - | (7,207) | (2,661) | - | (11,287) |
| - | - | (98) | (1,277) | - | (1,375) |
| - | - | (120) | - | - | (120) |
| - | - | 729 | 170 | - | 899 |
| 01.01.-31.12.2018 | Development costs |
Goodwill | Licences,patents, permits, etc. obtained |
Other intangible assets |
Intangible assets under development |
TOTAL |
|---|---|---|---|---|---|---|
| Other | 349 | - | (349) | - | - | - |
| Accumulated amortisation at the end of the period |
(16,012) | - | (94,496) | (47,703) | - | (158,211) |
| Impairment losses at the beginning of the period |
- | (402,416) | (3,253) | (40,122) | - | (445,791) |
| Recognition | - | - | - | - | (1,216) | (1,216) |
| Exchange differences | - | (11,967) | - | (1,242) | - | (13,209) |
| Impairment losses at the end of the period |
- | (414,383) | (3,253) | (41,364) | (1,216) | (460,216) |
| Net value of intangible assets at the beginning of the period |
4,726 | 61,373 | 8,066 | 24,126 | 71,467 | 169,758 |
| Net value of intangible assets at the end of the period |
4,721 | 140,713 | 134,255 | 38,675 | 139,794 | 458,158 |
A significant increase in intangible assets in 2019 is related to the implementation of the SAP accounting system in the CIECH Group. The total increase in intangible assets on this account is PLN 36,154 thousand.
Following the acquisition of Proplan Plant Protection Company, S.L. in 2018, there was a significant increase in intangible assets due to the fair value measurement of assets acquired, including primarily registrations of crop protection chemicals.Proplan holds a portfolio of more than 120 product registrations and significant intellectual property assets. The total increase in intangible assets on this account is approx. PLN 129 million. Moreover, this transaction resulted in the recognition of a goodwill, as described in Section 5.5 hereof.
Other intangible assets of the CIECH Group include mainly IT systems, licences and patents, other software, development works and other intangible assets. All intangible assets belong to the CIECH Group.
Amortisation of intangible assets was included in the following line items of the consolidated statement of profit or loss:
| AMORTISATION CHARGES ON INTANGIBLE ASSETS | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Cost of sales | (13,516) | (2,027) |
| Selling costs | (3,095) | (7,633) |
| General and administrative expenses | (1,882) | (1,627) |
| TOTAL | (18,493) | (11,287) |
As at 31 December 2019, all intangible assets at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
An increase in capital expenditure in 2019 was driven by expenditure related to the implementation of the SAP system.
In the current period changes in accounting estimates did not have a material impact and it is not expected that they will have a material impact in future periods.
As at 31 December 2019, future commitments arising from agreements concerning acquisition of intangible assets amounted to PLN 3,221 thousand (in the comparable period: PLN 220 thousand).
Apart from goodwill, the CIECH Group does not have other intangible assets with an indefinite useful life. Additional information about the goodwill is presented in note 5.5.

Development works carried out by the CIECH Group are aimed at increasing economic potential; and are related mainly to the modernisation of technological processes, reduction of manufacturing costs and optimisation of technical and technological parameters. The Group continues the development of the R&D area to support the development of products being a response to growing needs of the market.
| Internally generated intangible assets | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Gross value as at the beginning of the period | 106,147 | 59,882 |
| Expenditure incurred | 29,549 | 46,265 |
| Gross value as at the end of the period | 135,696 | 106,147 |
| Accumulated amortisation – as at the beginning of the period | 14,459 | 13,011 |
| Amortisation for the period | 2,032 | 1,448 |
| Accumulated amortisation as at the end of the period | 16,491 | 14,459 |
| Net value as at the end of the period | 119,205 | 91,688 |
In preparing the consolidated financial statements of the CIECH Group, the goodwill recognised in the consolidated financial statements in relation to a subsidiary CIECH Sarzyna S.A. and German SDC Group, as well as to the Spanish company Proplan Plant Protection Company S.L. and Smart Fluid Sp. z o.o. acquired in 2018, was tested for impairment. The recoverable amount was calculated based on the value in use. The value in use was calculated on the basis of the Group's five-year plans. In 2019, no impairment of goodwill was identified for any of the above entities.
The following assumptions were applied in the impairment tests:
According to the estimates of the Management Board for CIECH Sarzyna S.A., the SDC Group, Smart Fluid Sp. z o.o. and Proplan Plant Protection Company, S.L. an increase in the weighted average cost of capital of 1 p.p. for each currency without changing other factors would not lead to any change in the carrying amount of goodwill.
Goodwill is the most valuable component of intangible fixed assets and is presented at the level of the CIECH Group and on the lower tier group level – the SDC Group. Goodwill presented in consolidated financial statements was recognised as a result accounting for acquisition of companies in 2006 and 2007 and acquisition of companies in 2018. Goodwill presented in the consolidated financial statements as at 31 December 2019 amounted to PLN 139,545 thousand (soda segment – PLN 47,252 thousand, silicates and glass segment – PLN 39 thousand, organic segment – PLN 89,301, other segment – PLN 2,953 thousand).
As compared to 2018, goodwill decreased by PLN 1,168 thousand as a result of:
Investment property is held to earn rentals or for capital appreciation (or both). Investment property is remeasured at fair value. At initial recognition, investment property is accounted for in accordance with policies applicable for property, plant and equipment i.e. purchase price or cost. In subsequent reporting periods change in fair value of investment property is recognised in profit or loss in the period when change occurred and is presented in other operating expenses. Real property used under lease agreements are reported in the balance sheet as right-of-use assets.
Investment property valuation. The CIECH Group presents investment property at fair value, recognising the fair value valuation in the statement of profit or loss. Investment property valuation is performed using:
| INVESTMENT PROPERTIES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Value at the beginning of period | 37,766 | 44,268 |
| Sales | (1,922) | (5,471) |
| Goodwill valuation | 873 | (1,040) |
| Other | - | 9 |
| Value at the end of the period | 36,717 | 37,766 |
The item "Investment property" presented by the CIECH Group includes land, buildings and structures that have been acquired only in order to achieve economic benefits from rents or for the increase of their value. The fair value of an investment property is determined with comparative and income method by an independent appraiser.
As at 31 December 2019, the CIECH Group held the following investment property:
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Income from investment property rental | 5,347 | 5,282 |
| Operating costs related to investment property generating rental income in the given period |
2,413 | 2,460 |
| Operating costs related to investment property not generating rental income in the given period |
- | 1,040 |
In the case when an entity (contractor) incurs costs due to future activity related with the execution of a contract, such costs are recognised as an asset provided it is probable that they will be recovered. Such costs represent an amount due from the customer and are often classified as contract work in progress.
For these categories of assets, the Group chose a simplified approach to estimating impairment due to expected credit
losses, whereby lifetime expected credit losses are always estimated from the moment of initial recognition of exposures, whether or not an evidence of a significant increase in credit risk exists.
| LONG-TERM RECEIVABLES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Receivables in relation to caverns | 57,492 | 64,517 |
| Other | 132 | 86 |
| Net non-current receivables | 57,624 | 64,603 |
| Write-down on receivables | (975) | (1,441) |
| Gross non-current receivables | 58,599 | 66,044 |
| CHANGE IN IMPAIRMENT ALLOWANCES ON LONG-TERM RECEIVABLES | 01.01 - 31.12.2019 | 01.01 - 31.12.2018 |
|---|---|---|
| Opening balance | (1,441) | - |
| Changes in accounting policies | - | (1,531) |
| Opening balance after adjustments | (1,441) | (1,531) |
| Reversed | 456 | 137 |
| Exchange differences | 10 | (47) |
| Closing balance | (975) | (1,441) |
Impairment losses on long-term receivables are calculated using the default rate determined on the basis of the counterparty's rating and the long-term receivable payment schedule.
The SDC Group, in accordance with IAS 15 Revenue from contracts with customers, attributes revenues and costs connected with contracts concerning cavern desalination to particular periods in which the works were conducted.
Project 2 (Project 1 has been completed)– the Contract includes the sale of mining rights, land and preparation of four gas caverns (S113to S116). The stage of completion is determined as a proportion between the costs incurred for work performed to date and the estimated total contract costs or completion of a physical proportion of the contract work.
Revenue recognised in statement of profit or loss represent the amount of the expected sales revenues multiplied by the percentage of completion of the contract in the accounting period. In 2019, the Group's revenues from the cavern desalination contract amounted to PLN 3,299 thousand (EUR 767 thousand). In the corresponding period, the Group did not earn any revenues on this account.
The receivables relating to the cavern desalination contracts (Project 2) recognised in assets as long-term receivables amounted to PLN 57,494 thousand (EUR 13,501 thousand) as at the end of 2019. As at 31 December 2018, they amounted to PLN 64,517 thousand (EUR 1,626 thousand). The total amount of costs incurred and profits recognised (less recognised losses) due to ongoing contracts for the period of duration of these contracts amounted to PLN 155,932 thousand (in the comparable period: PLN 151,394 thousand).
Accounting policy concerning financial instruments is presented in note 8.1.
| LONG-TERM FINANCIAL ASSETS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Shares | 12,819 | 12,819 |
| Derivatives | 4,879 | 11,859 |
| Embedded derivatives | - | 4,007 |
| Other | 89 | 89 |
| TOTAL | 17,787 | 28,774 |
In 2019 and in the comparable period, there was no change in impairment write-downs on long-term financial assets. These write-downs amounted to PLN 1,343 thousand.
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Joint venture is a contractual arrangement whereby two or more parties undertake an economic activity subject to joint control and have rights to the net assets of the arrangement.
The consolidated financial statements include the Group's share of the income and expenses of equity accounted associates and joint ventures from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. The Group also measures impairment of the share in the net assets of associates and joint ventures and creates appropriate allowance. When the Group's share of losses exceeds the carrying amount of its interest in an associate or a joint venture, such carrying amount is reduced to nil and the recognition of further losses is discontinued if the Group is not obliged to cover them.
The CIECH Group holds a 50% share in Kaverngesellschaft Stassfurt mbH. It is a jointly-controlled company measured under the equity method at the lower-tier group level – the SDC Group (50% direct share in Kaverngesellschaft Stassfurt mbH). This company is not listed on the stock market so the fair value of this investment is not available. Balance sheet days and reporting periods of Kaverngesellschaft Stassfurt mbH are the same as those adopted by the Group.
The following table presents the carrying amounts of investments in equity-accounted associates and jointly-controlled entities:
| INVESTMENTS IN ASSOCIATES AND JOINTLY-CONTROLLED ENTITIES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Investments in associates and jointly-controlled entities | 5,958 | 5,556 |
| Share in net profit of associated entities measured under the equity method | 1,106 | 516 |
The table below presents condensed information related to the investment in Kaverngesellschaft Stassfurt mbH:
| Kaverngesellschaft Stassfurt mbH | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Share in the equity | 50.0% | 50.0% |
| Non-current assets | 2,065 | 512 |
| Current assets | 5,507 | 5,598 |
| Equity | 5,025 | 4,270 |
| Short-term liabilities | 2,547 | 1,840 |
| Sales revenues | 11,615 | 6,853 |
| Profit before tax | 3,024 | 1,600 |
| Income tax | (938) | (572) |
| Net profit/loss | 2,086 | 1,028 |
Raw materials and goods are measured at cost being the purchase price increased by other costs incurred in bringing the asset to its present location and condition or place on the market but not higher than the selling price possible to achieve.
Finished goods and work in progress are measured at cost including direct manufacturing costs and reasonable portion of costs indirectly connected with the manufacturing process, but not higher than the selling price possible to achieve. The cost of inventory is measured using the weighted average method.
The CIECH Group companies recognise inventory impairment allowances for damaged and slow moving inventory. Inventory impairment allowances are also recognised for inventory with a carrying amount that exceeds the realisable net selling price. Reversal occurs as a result of the use or sales of inventory in the course of business activities while usage is the result of inventory being scrapped.
| INVENTORY | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Materials | 218,396 | 231,381 |
| Semi-finished products and work in progress | 50,198 | 48,672 |
| Finished products | 122,002 | 109,514 |
| Goods | 65,108 | 48,951 |
| TOTAL | 455,704 | 438,518 |
| CHANGE OF INVENTORY IMPAIRMENT WRITE-DOWNS | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Opening balance | (40,695) | (37,987) |
| Recognized | (9,660) | (10,136) |
| Reversed / released | 12,800 | 7,794 |
| Used | 3,947 | - |
| Exchange differences | 260 | (202) |
| Change in the Group's structure | - | (194) |
| Other | 21 | 30 |
| Closing balance | (33,327) | (40,695) |
As at 31 December 2019, all inventories at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
After initial recognition, current trade and other receivables are measured at the amortised cost using the effective interest method less any impairment losses.
Receivables denominated in foreign currencies are recognised at the average NBP exchange rate effective on the working day immediately preceding the date of the transaction, unless a different exchange rate was indicated in the customs declaration or another binding document.
At the reporting date, receivables denominated in foreign currencies are translated at the average exchange rate established for that date by the NBP except for prepayments made for deliveries, which are translated using sell exchange rate of the bank effective on the payment date.
The Group companies use non-recourse factoring services. The factor transfers advance payments to the company's account in the full amount of invoices accepted for financing. The financing of receivables transferred is provided in various timeframes, therefore, as at the balance sheet date, there may be receivables which have not been financed yet and are reported as factoring receivables. Advance payments received are posted as factoring liabilities. In the statement of financial position, factoring receivables and liabilities are recognised on a net basis up to approx. 90% of the value of advance payments received from the factor (the approx. 90% limit results from the level of the receivables insurance). The remaining 10% of receivables value is reported as factoring receivables, and 10% of the value of advance payments received is reported as factoring liabilities.
Impairment allowances are recognised on interest receivable on late payments of receivables, in the full amount of interest accrued. These allowances are recognised upon accrual, as at the due date or balance sheet date, and deducted from finance income from interest accrued.
The Group estimates allowances always at the amount of long-term expected credit losses, regardless of whether there is an evidence of a material increase in credit risk.
At each balance sheet date, the Entity estimates allowances for all receivables regardless of their repayment status. The Group estimates impairment allowances primarily on the basis of portfolio PD ratios estimated on the basis of historical observations for debt portfolios with similar characteristics. If it is not possible to estimate portfolio ratios, the Group permits the use of individual parameters (benchmark or expert parameters). Pursuant to Article 163 of the CRR1 , a PD ratio may not be lower than 0.03%.
In addition, regardless of the foregoing, the Group recognises impairment allowances in respect of receivables:
Moreover, allowances in the full amount of receivables are recognised in relation to receivables that are more than 180 days past their maturity as at the balance sheet date.
The amount established as a result of the abovementioned allowances may be decreased if the Management Board is in possession of reliable documents, indicating that the receivables were secured and their payment is highly probable.
Impairment allowances on receivables are charged to other operating expenses. Allowances are also recognised for amounts that increase the value of receivables, including late payment interest, for which impairment allowances were previously recognised.
Trade receivables held in accordance with the business model the objective of which is to hold financial assets to collect their contractual cash flows, are classified as financial assets measured at fair value through profit or loss and, therefore, they are not subject to provisions concerning the impairment of financial assets.
| TRADE AND OTHER RECEIVABLES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Trade receivables, including: | 295,534 | 377,073 |
| - up to 12 months | 293,895 | 376,326 |
| - over 12 months | - | 22 |
| - prepayments for inventory | 1,639 | 725 |
| Prepayments for non-current assets | 3,204 | 3,834 |
| Public and legal receivables (excluding income tax) | 145,973 | 120,381 |
| Receivables from sales of energy | 11,668 | 5,306 |
| Insurance receivables | 613 | 684 |
| Purchase costs | 142 | 772 |
| External services | 233 | 1,421 |
| Factoring receivables | 43,590 | 59,045 |
| Other receivables | 26,125 | 26,647 |
| NET TRADE AND OTHER RECEIVABLES | 527,082 | 595,163 |
| Impairment allowances with respect to trade receivables including | (39,670) | (38,357) |
| - impairment allowance recognized in the current reporting period | (3,121) | (6,164) |
| Impairment allowances with respect to other current receivables including | (17,209) | (20,634) |
| - impairment allowance recognized in the current reporting period | (9) | (4,530) |
| GROSS TRADE AND OTHER RECEIVABLES | 583,961 | 654,154 |
As at the balance sheet date, continuing involvement is reported. It is calculated as a product of the financing received, interest and the maximum period of delay in payments. As at 31 December 2018,the asset from continuing involvement amounted to PLN 2,035 thousand (presented under other receivables). The value of receivables transferred to the factor and derecognised from trade receivables in the statement of financial position was PLN 311,646 thousand as at 31 December 2019 (as at 31 December 2018: PLN 291,779 thousand). Fair value of trade receivables and other receivables does not differ significantly from their carrying value.
1 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms

Changes in the gross carrying amounts of trade receivables in the current reporting period are presented in the table below:
| Trade receivables gross as at 01.01.2018 | 366,587 |
|---|---|
| Created | 3,493,880 |
| Paid | (3,468,387) |
| Change in Group's composition | 22,605 |
| Trade receivables gross as at 31.12.2018 | 414,685 |
| Created | 2,743,021 |
| Paid | (2,824,141) |
| Trade receivables gross as at 31.12.2019 | 333,565 |
| CHANGE IN IMPAIRMENT ALLOWANCES ON SHORT-TERM RECEIVABLES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Opening balance | (58,991) | (44,613) |
| Changes in accounting policies | - | (5,143) |
| Opening balance after adjustments | (58,991) | (49,756) |
| Recognized | (3,130) | (11,067) |
| Reversed | 3,150 | 3,327 |
| Used | 3,742 | 637 |
| Exchange differences | (849) | (922) |
| Change in the Group's structure | 280 | (1,054) |
| Other | (1,081) | (156) |
| Closing balance | (56,879) | (58,991) |
The principles for recognising impairment allowances for short-term receivables are described above, in the "Accounting Policy" section. Terms of transactions with related entities have been presented in note 9.3.
Commercial contracts concluded by the CIECH Group include various terms of payment of trade receivables depending on the type of transaction, market characteristics and trade conditions. The most common payment terms are: 14, 30, 60 and 90 days.
As at 31 December 2019, all receivables (both long- and short-term) at the CIECH Group were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
Accounting policy concerning financial instruments is presented in note 8.1.
| SHORT-TERM FINANCIAL ASSETS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Derivatives | 13,236 | 16,060 |
| Embedded derivatives | 2,206 | 11,972 |
| Loans granted | 1,800 | 1,800 |
| Other | 40 | - |
| Total (net) short-term financial assets | 17,282 | 29,832 |
| Impairment of short-term financial assets | (27,942) | (27,953) |
| Total (gross) short-term financial assets | 45,224 | 57,785 |
| CHANGE IN IMPAIRMENT ALLOWANCES ON SHORT-TERM FINANCIAL ASSETS | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Opening balance | (27,953) | (24,532) |
| Recognized | - | (3,421) |
| Exchange differences | 11 | - |
| Closing balance | (27,942) | (27,953) |
Cash and cash equivalents include cash in hand and bank deposits repayable on demand. Current investments that are not subject to significant changes in value and that may be easily exchanged for a determinable amount of cash and that form an integral part of the Group cash management are recognised as cash and cash equivalents for the purposes of the statement of cash flows.
At the reporting date, any foreign currencies in bank accounts and on hand are measured at the average exchange rate for a given currency, quoted by the President of the NBP.
For cash and cash equivalents for which no evidence of impairment due to credit risk has been identified, impairment allowances are estimated using individual parameters determined on the basis of benchmarks (using information on bank ratings), scaled down to the horizon for estimating expected credit losses.
For cash and cash equivalents for which there is evidence of impairment due to credit risk, the Group analyses recoveries using probability-weighted scenarios.
| CASH AND CASH EQUIVALENTS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Bank accounts | 249,246 | 171,924 |
| Short-term deposits | 44,431 | 10,758 |
| Cash in hand | 37 | 65 |
| Other cash | 6,066 | 9,534 |
| Impairment of cash and cash equivalents | (200) | (142) |
| Cash and cash equivalents | 299,580 | 192,139 |
| CHANGE IN IMPAIRMENT CASH AND CASH EQUIVALENTS | 01.01 - 31.12.2019 | 01.01. - 31.12.2018 |
|---|---|---|
| Opening balance | (142) | - |
| Changes in accounting policies | - | (571) |
| Opening balance after adjustments | (142) | (571) |
| Recognized | (139) | (92) |
| Reversed | 60 | 521 |
| Exchange differences | 21 | - |
| Closing balance | (200) | (142) |
As at 31 December 2019, all cash and cash equivalents in Polish companies (CIECH S.A.,CIECH Soda Polska S.A., CIECH Sarzyna S.A.), German companies (CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutschland GmbH), and Romanian company CIECH Soda Romania S.A., who are guarantors of the term loan, were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities
As at 31 December 2019, the balance of cash restricted due to a deposit placed for transactions concluded with the PGE Brokerage House (futures contracts for the purchase of CO2 certificates) amounted to PLN 28,540 thousand (EUR 6,702 thousand) (as at 31 December 2018: PLN 11,551 thousand (EUR 2,686 thousand)).
Moreover, restricted cash were funds on the VAT account in connection with the introduction of "split payment" procedures. Their value as at 31 December 2019 was PLN 13,370 thousand.
The effective interest rates of short-term bank deposits are similar to the nominal interest rates, and fair value of shortterm bank deposits is not significantly different from carrying value. Interest rates are based on WIBOR, EURIBOR and LIBOR.
In the reporting periods presented, there were no discontinued operations at the CIECH Group.
Non-current assets are classified as held for sale when their carrying amounts are expected to be recovered primarily through a sale transaction and when they are available for sale in their current condition with such transaction being highly probable.
As at 31 December 2019 and 31 December 2018, the CIECH Group presented the following assets under the item "Noncurrent assets classified as held for sale":
The capital structure of the Group consists of debt comprising the credit facility, cash and cash equivalents and equity attributable to shareholders of the parent, including shares issued, reserve capital and retained earnings.
The Group manages its capital in order to ensure that subsidiaries are able to continue their activity and at the same time maximise returns for stakeholders by optimising the debt to equity ratio.
In 2018-2019 there were no changes in aims, principles and processes of capital management.
The Group monitors the effectiveness and stability of capitals using the debt ratio calculated based on the net debt value in relation to EBITDA. The consolidated net debt of the Group calculated as the sum of non-current and current liabilities for credits, loans and other debt instruments (lease liabilities + liabilities for net loss on derivatives calculated separately for each instrument + factoring liabilities) less cash.
EBITDA is calculated as operating profit plus amortisation and depreciation.
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Loans, borrowings and debt securities – bonds issued | 1,645,400 | 1,632,666 |
| Financial lease liabilities | 143,934* | 23,540 |
| Factoring liabilities** | 25,536 | 20,309 |
| Net valuation of liabilities due to derivative instruments | 7,071 | 17,392 |
| Gross debt | 1,821,941 | 1,693,907 |
| Cash and cash equivalents | 299,580 | 192,139 |
| Net debt | 1,522,361 | 1,501,768 |
| 01.01.- 31.12.2019 | 01.01. - 31.12.2018 | |
|---|---|---|
| EBIT | 267,510 | 379,200 |
| Amortization | 310,498 | 275,203 |
| EBITDA | 578 008 | 654,403 |
| Debt ratio | 2.6 | 2.3 |
*Including the effect of IFRS 16.
** 8%-10% of recourse factoring liabilities.
As at 31 December 2019, net debt to EBITDA stood at 2.6 and was higher than as at the end of 2018 by 0.3. The deterioration of this ratio is attributable to an increase in lease liabilities following the application of IFRS 16 Leases and, on the other hand, a lower level of EBITDA related to, among other things, the recognition of impairment losses on fixed assets at CIECH Soda Romania S.A. (in connection with the suspension of production at the end of third quarter of 2019).
The total consolidated shareholders' equity includes equity attributable to shareholders of the parent company and non-controlling interest.
The Group's share capital is represented by the share capital of the parent company and is accounted for at its nominal value adjusted by the effects of hyperinflation in the years 1989–1996.
Post-acquisition changes in the equity of subsidiaries are recognised in the Group's equity to the extent of the parent company's interest in those subsidiaries. The remaining equity of the consolidated entities is recognised in noncontrolling interest, described below.
When a foreign operation is disposed of, the relevant amounts in the currency translation differences are transferred to profit or loss.
When shares are repurchased by the parent company or a consolidated subsidiary, the amount of the consideration paid, which includes directly attributable costs, is recognised as a change in equity. The purchased shares are

presented as a deduction from total equity.
A liability for a dividend payable is recognised when authorised.
Dividends payable from pre-acquisition profits do not reduce the acquisition price of the shares, however, they may provide evidence of impairment.
The consolidated net profit (loss) is presented in shareholders' equity within retained earnings and represents the sum of the net profit (loss) of the parent company, its share in net profit (loss) of equity accounted investees, net profit (loss) of consolidated subsidiaries and profit (loss) of non-controlling interest.
Non-controlling interest represents interest in a subsidiary's equity which is not directly or indirectly attributable to the parent company.
Non-controlling interest is measured:
for each business combination separately at the time of initial recognition.
The carrying amount of non-controlling interest should correspond to the amount calculated by adding changes in the current period to the carrying amount of non-controlling interest at the end of the preceding period. These changes may result from:
Profit or loss as well as any component of other comprehensive income are attributable to the shareholders of the parent company and to non-controlling interest even where the attribution results in a negative carrying amount of non-controlling interest.
As at 31 December 2019, the carrying amount of the share capital of the parent company CIECH S.A. amounted to PLN 287,614 thousand and comprised the share capital from the share issues and from the hyperinflation adjustment.
The shares of CIECH S.A. are listed on Warsaw Stock Exchange and on Frankfurt Stock Exchange. The share capital of CIECH S.A. amounts to PLN 263,500,965 and is divided into 52,699,909 shares with a nominal value of PLN 5 each, including:
The shares of all series are ordinary shares and do not carry any additional rights, preferences or restrictions as to dividend distribution or return of capital.
| Shareholder | Type of shares |
Number of shares |
Number of votes at the General Meeting of Shareholders |
Share in the total number of votes at the General Meeting of Shareholders |
Stake in share capital (%) |
|---|---|---|---|---|---|
| KI Chemistry s. à r. l. z siedzibą w Luksemburgu* |
Ordinary bearer |
26,952,052 | 26,952,052 | 51.14% | 51.14% |
| Nationale-Nederlanden Otwarty Fundusz Emerytalny** |
Ordinary bearer |
3,530,000 | 3,530,000 | 6.70% | 6.70% |
| Aviva Otwarty Fundusz Emerytalny Aviva Santander *** |
Ordinary bearer |
2,723,672 | 2,723,672 | 5.17% | 5.17% |
| Others | Ordinary bearer |
19,494,185 | 19,494,185 | 36.99% | 36.99% |
* In accordance with information dated 9 June 2014 provided by Shareholder under Article 77(7) and Article 69(1)(1) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (CR 26/2014).
** On the basis of the list of shareholders holding at least 5% of votes at the Extrardinary General Meeting of Shareholders of CIECH S.A. on 23 January 2020, CR 8/2020 prepared and published pursuant to Article 70(3) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2009, No 185, item 1439).
*** In accordance with information dated 31 January 2020 provided by Shareholder under Article 70(1) and Article 69(1)(1) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (CR 9/2020).
The percentage share of above-listed shareholders in the share capital of CIECH S.A. equals the percentage share in the number of votes at the General Shareholders Meeting of CIECH S.A.
The share premium arose from the surplus in excess of nominal value achieved upon the issue of C, D and E series shares.
The table below presents the balances of other reserve capital, consisting of the following items:
| OTHER RESERVE CAPITAL BY PURPOSE | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Commercial risk fund | 3,330 | 3,330 |
| Fund for purchasing soda companies | 15,200 | 15,200 |
| Development funds | 57,669 | 57,669 |
| Other | 2,322 | 2,322 |
| TOTAL | 78,521 | 78,521 |
The cash flow hedge reserve reflects the valuation and settlement of hedging instruments to which the hedge accounting applies.
The hedge cost reserve includes the time value of the gas purchase option which, in accordance with IFRS 9, has been left outside hedge accounting by the Group and the value of the basis currency spread for the CIRS transaction which was excluded from hedge accounting.
Actuarial valuation reserve comprises actuarial gains or losses, i.e. the effects of differences between the previous assumptions made in the valuation of employee benefit provisions and what has actually occurred and the effects of changes in assumptions for these provisions, including change in discount rate.
The balance of this equity item is adjusted by exchange differences on the translation of the financial statements of foreign subsidiaries, i.e. CIECH Soda Romania S.A., SDC Group, Ciech Group Financing AB, Proplan Plant Protection Company, S.L., CIECH Salz Deutschland GmbH.
The balance of this item of equity also represents accumulated exchange differences on the measurement of net investments in a foreign entity and effective part of profit and losses from measurement of an instrument used for hedging shares in net assets of foreign companies.
Profit or loss as well as any component of other comprehensive income are attributable to the equity of shareholders of the parent company and to non-controlling interest even where the attribution results in a negative carrying amount of noncontrolling interest.
The Management Board of CIECH S.A. has adopted a resolution with a proposal to allocate the net profit of CIECH S.A. for 2019 for supplementary capital.
On 22 August 2019, the Ordinary General Meeting resolved to distribute CIECH S.A.'s net profit for the financial year 2018, amounting to PLN 270,612 thousand, in the following manner:
The subsidiaries' net equity in the amount as at the acquisition date, in the part corresponding to Group's share in the share capital, is compensated with acquisition value of the shares included in statement of financial position of the parent company at the date of acquisition. Consolidation adjustments, depending on their nature, are recorded against appropriate items of equity. Changes in the parent company's ownership interest that do not result in a loss of control of the subsidiary are accounted for as equity transactions.
Subsidiaries of the CIECH Group are fully consolidated from the date on which control is transferred to the Group, and cease to be consolidated from the date such control ends.
Balances, revenues and costs, unrealized profits or losses from transactions between the Group subsidiaries are eliminated in the process consolidation.
In 2019, changes in the CIECH Group's structure that occurred in relation to the companies in which CIECH S.A. held shares, either directly or indirectly, were related to, among others:
On 22 November 2018, the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. increased the Company's share capital by PLN 2 thousand, i.e. from PLN 40,005 thousand to PLN 40,007 thousand through creation of new, equal and indivisible shares with a value of PLN 50 per share. The right to acquire 40 new shares with a total nominal value of PLN 2 thousand was granted to CIECH S.A. in exchange for a cash contribution of PLN 2,200 thousand, where the amount of PLN 2,198 thousand represented the share premium allocated to the supplementary capital. The court registered the share capital increase on 23 January 2019.
On 11 January 2019, the Court registered the increase of the share capital of Vasco Polska Sp. z o.o. effected pursuant to a resolution of the Extraordinary General Meeting of Vasco Polska Sp. z o.o. dated 14 November 2018. The Company's share capital was increased by PLN 500, i.e. from PLN 50 thousand to PLN 50.5 thousand through creation of 10 new, equal and indivisible shares with a nominal value of PLN 50 per share. The right to acquire the new shares was granted to CIECH S.A. in exchange for a cash contribution of PLN 130 thousand, where the amount of PLN 129.5 thousand represented the share premium and was allocated to the supplementary capital.
On 11 January 2019, CIECH S.A. was registered by the Court as the sole shareholder of the Company following the acquisition by CIECH S.A. of 100 shares in the company, representing 10% of the share capital, from the minority shareholder. The agreement on the sale of shares in Vasco Polska Sp. z o.o. was signed on 15 November 2018.
On 8 July 2019, the Extraordinary Shareholders' Meeting of Vasco Polska sp. z o.o. resolved to increase the Company's share capital by PLN 5 thousand, i.e. from PLN 50.5 thousand to PLN 55.5 thousand through creation of 100 new, equal and indivisible shares with a nominal value of PLN 50 per share. The new shares were acquired by the current shareholder of the company, CIECH S.A., in exchange for a cash contribution of PLN 755 thousand, where the amount of PLN 750 thousand was credited to the supplementary capital as the share premium. The Extraordinary Shareholders' Meeting of Vasco Polska sp. z o.o. also resolved to change the Company's name to CIECH Żywice S.A. and to change the Company's registered office to Nowa Sarzyna.
On 31 July 2019, the Court registered the increase in the Company's share capital and its new registered office. The change of the company's name from Vasco Polska Sp. z o.o. to CIECH Żywice Sp. o.o. was registered on 13 August 2019.
In connection with the adoption by CIECH Sarzyna S.A. on 31 October 2019 of the Demerger Plan of Sarzyna (filed with the District Court in Rzeszów, 12th Commercial Division of the National Court Register on 31 October 2019), as a result of which an organised part of the enterprise of CIECH Sarzyna S.A. – the Resins Business Unit – is spun off to CIECH Żywice Sp. z o.o. (organisationally, functionally and financially separated set of tangible and intangible assets, including liabilities, intended for the performance of specific economic tasks, i.e. for production, sale and distribution of unsaturated polyester resin products, saturated polyester resin products, epoxy resin products and a complementary products – on the Polish and foreign markets).
As a result of the Demerger Plan of CIECH Sarzyna S.A., on 16 December 2019 the Extraordinary Shareholders' Meeting of CIECH Żywice Sp. z o.o. adopted a resolution on the demerger of CIECH Sarzyna S.A., by deciding to:
The Court registered the increase of the share capital of CIECH Żywice Sp. z o.o. on 2 January 2020 and on this date CIECH S.A. became the holder of the newly created shares whilst remaining the sole shareholder of the Company.
On 16 October 2019, the Extraordinary Shareholders' Meeting of Cerium Sp. z o.o. w likwidacji (in liquidation) increased the Company's share capital by PLN 100 thousand, i.e. from PLN 5 thousand to PLN 105 thousand through creation of new shares with a nominal value of PLN 50 per share and total value of PLN 100 thousand. The right to acquire new shares was conferred on the existing shareholder of the Company – CIECH Soda Polska S.A. who is the sole shareholder of the Company. Shares in the increased share capital were acquired by CIECH Soda Polska S.A. in exchange for a cash contribution.
On 16 October 2019, the Extraordinary Shareholders' Meeting of Cerium Sp. z o.o. resolved to dissolve the Company and open the liquidation proceedings. The court registered the decision to dissolve the Company and open its liquidation on 18 November 2019.
Under an Agreement of 6 September 2019, CIECH S.A. purchased 25,000 shares in Blitz 19-213 GmbH from Blizstart Holding Ag with a value of EUR 1 per share and a total value of EUR 25 thousand. The price for the shares amounted to EUR 28.5 thousand. The shares acquired account for 100% of the share capital of Blitz 19-213 GmbH. Subsequently, on 6 September 2019, the General Shareholders' Meeting of Blitz 19-213 GmbH changed the company's name from Blitz 19-213 GmbH to CIECH Salz Deutschland GmbH and the company's registered office from Munich to Staßfurt. On 11 December 2019, the next Shareholders' Meeting of CIECH Salz Deutschland GmbH increased the share capital from EUR 25 thousand to EUR 3,025 thousand, by creating 100 new shares with a value of EUR 30 thousand per share and a total value of EUR 3 million. New shares from the increase of the share capital of Ciech Salz were acquired by CIECH S.A. in exchange for cash. The share capital increase was registered on 5 March 2020.
Moreover, CIECH S.A. as the sole shareholder of: (i) SDC GmbH, the (indirect) parent of CIECH Soda Deutschland GmbH & Co. KG, and (ii) CIECH Salz Deutschland GmbH CIECH authorised CIECH Soda Deutschland GmbH & Co. KG to dispose of its rights (and obligations) by way of two agreements: agreement on the assignment of rights and obligations related to the production of salt in Strassfurt, Germany, and agreement on the sale of ownership rights to real property related to the Salt Business to CIECH Salz Deutschland GmbH. The subject matter of the Agreement on Assignment from CSD GmbH to CIECH Salz Deutschland GmbH is the sale and transfer of all assets related to the salt business and belonging exclusively to the salt segment together with all liabilities and agreements. The subject matter of the Sale Agreement is the land of CSD intended for a salt project.
In 2019 and 2018, there was no significant non-controlling interest in any of the significant subsidiaries of the CIECH Group.
Basic earnings per share is the net profit for the year attributable to ordinary shareholders of the parent entity divided by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is the net profit for the year attributable to ordinary shareholders of the parent entity divided by the weighted average number of ordinary shares outstanding during the year adjusted for the effects of all dilutive potential ordinary shares.
The table below presents profit and shares data used in the calculation of the basic and diluted earnings per share:
| In PLN | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Basic and diluted earnings per share (continuing operations) | 2.23 | 2.13 |
| Basic and diluted earnings per share (discontinuing operations) | - | - |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Net profit (loss) from continuing operations attributable to the shareholders of the parent | 117,690 | 112,044 |
| Net profit (loss) from discontinued operations attributable to the shareholders of the parent |
- | - |
| Weighted average number of issued ordinary shares used in calculation of basic and diluted earnings per share |
52,699,909 | 52,699,909 |
Financial liabilities are an entity's liabilities to deliver financial assets to another entity or to exchange a financial instrument with another entity under conditions that are unfavourable. When a financial liability is recognised initially, an entity shall measure it at its fair value plus, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial liability. Interest accrued is recognised under finance costs or, if it is subject to capitalisation, to property, plant and equipment or intangible assets.
| LOANS, BORROWINGS AND OTHER DEBT INSTRUMENTS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| LONG-TERM | 1,583,799 | 1,340,742 |
| Loans and borrowings | 1,583,799 | 1,340,742 |
| SHORT-TERM | 61,601 | 291,924 |
| Loans and borrowings | 61,601 | 291,924 |
| TOTAL | 1,645,400 | 1,632,666 |
Changes in liabilities on account of loans contracted by the CIECH Group companies are presented in the table below:
| 01.01 - 31.12.2019 | 01.01 - 31.12.2018 | |
|---|---|---|
| Opening balance | 1,632,666 | 1,329,919 |
| Credits received | 277,459 | 599,072 |
| Interest | 51,903 | 37,623 |
| Repayment of liability, including: | (315,543) | (356,936) |
| Repayment of principal | (268,016) | (319,515) |
| Interest paid | (47,527) | (37,421) |
| Exchange differences realized | (6) | 7,208 |
| Exchange differences from valuation of liability | (1,303) | 2,011 |
| Change in Group composition | - | 15,471 |
| Other | 224 | (1,702) |
| Closing balance | 1 645,400 | 1,632,666 |
The Group's debt financing is secured mainly through loans made available to CIECH S.A. under:
The Facilities Agreement signed with a consortium of banks dated 9 January 2018:
o term loan in the amount of PLN 1,212,520 thousand and EUR 30,000 thousand (the total amount of the loan as at 31 December 2019 was PLN 1,340,275 thousand),
The total value of facilities available under the aforesaid agreements is PLN 2,232,110 thousand; the limits are drown down in the amount of PLN 1,634,646 thousand.
In addition, Proplan Plant Protection Company, S.L. and Smart fluid Sp. z o.o. have external debt on account of loans. Detailed information about loan liabilities is disclosed in Section 4.6.1 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2019, published on 31 March 2020.

The Term loans bear interest at a floating rate determined on the basis of the WIBOR / EURIBOR base rate, plus margin, the level of which depends on the level of the net debt to EBITDA. The current level of margin, set on the basis of financial ratios as at the end of the first half of 2019, is 1.75%.
During the period covered by these financial statements, no loan agreement was called to maturity and there were no violations of payment terms for repayment of principal or interest due in relation to financial liabilities recognised in the balance sheet. Under the Facilities Agreement dated 29 October 2015 and under three revolving credit facilities agreements dated 18 April 2019, CIECH S.A. and its selected subsidiaries were obliged to, among others, maintain a certain level of net leverage ratio for the Group specified in the Facilities Agreement (the ratio of the CIECH Group's consolidated net debt to consolidated EBITDA of the CIECH Group calculated according to the guidelines in the amount of at least 4.0, measured at the end of a year and first six months of a year). As at the balance sheet date, i.e. 31 December 2019, this ratio was maintained and amounted to 2.2.
Accounting policy concerning financial instruments is presented in note 8.1.
| OTHER NON-CURRENT LIABILITIES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Subsidies | 36,449 | 42,260 |
| PUT options | 8,508 | 8,600 |
| Derivatives | 6,487 | 38,181 |
| Liabilities from the initial recognition of the valuation of embedded derivatives | - | 1,296 |
| Liabilities due to the purchase of shares and other financial assets | 7,478 | 21,235 |
| Other | 15,261 | 1,059 |
| TOTAL | 74,183 | 112,631 |
Liabilities due to purchase of shares include the long-term portion of the deferred payment for the acquisition of Proplan Plant Protection Company, S.L., i.e.:
Other long-term liabilities also include the estimated value of the three-year Long-term Incentive Plan of the CIECH Group for 2019-2021 for the key management personnel of the CIECH Group. The intention of the Plan introduction is to harmonise activities of the key managers of the CIECH Group with the achievement of objectives contained in the CIECH Group Strategy for 2019–2021.
The main criterion for the Plan implementation will be the achievement of a value growth by the CIECH Group in 2019-2021 at a level of at least 11% of the reference year, i.e. 2018. The Generated Value will be calculated as the difference in value of the CIECH Group generated at the end of 2021, compared with the same value at the end of 2018. The CIECH Group Value will be measured using the so-called TSR (Total Shareholder Return) ratio, taking into account among others: adjusted EBITDA of the CIECH Group, assumed multiplier for the adjusted EBITDA of the CIECH Group, consolidated net debt of the CIECH Group, the value of dividends paid, and cash inflows from/outflows for the issue/cancellation of shares of the Company. The CIECH Group Value will be calculated on the basis of financial data disclosed in the audited consolidated financial statements of the CIECH Group. If the Generated Value is at a minimum level of 11% of the reference year (2018), the bonus pool will be equal to 12% of the Generated Value. The bonus pool will be paid out in 2022-2024, in equal parts each year. As at 31 December 2019, 399 units were granted out of 1000 units issued, and the discounted value of the programme for 2019 amounted to PLN 14,143 thousand. The liabilities were measured by the Group using a discount rate of 3.53%.
Trade and other liabilities are classified as current or non-current based on the following principles:
Liabilities denominated in foreign currencies are recognised at the NBP's average exchange rate effective on the last working day before the date of transaction.
At the reporting date foreign currency denominated liabilities are translated at the average exchange rate announced for that day by the NBP except for received prepayments. Currency translation differences arising upon the repayment of a liability (realised) or its valuation (unrealised) are presented within financial income or expense. Prepayments for deliveries denominated in foreign currencies are recognised at the exchange rate applicable as at the transaction day.
At the reporting date trade payables are measured at amortised cost (i.e. they are discounted using the effective interest method) and increased by any applicable late interest accrued.
Late interest is not accrued when a formal waiver is received from the counterparty. In all other cases such interest is accrued and recognised in accordance with the following principles:
| CURRENT TRADE AND OTHER LIABILITIES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Trade liabilities and advances taken | 397,425 | 447,871 |
| - in up to 12 months | 393,687 | 441,225 |
| - above 12 months | 107 | 14 |
| - prepayments received for supplies | 3,631 | 6,632 |
| Public and legal liabilities (excluding income tax) | 22,663 | 30,296 |
| Liabilities for purchase of property, plant and equipment | 161,094 | 32,068 |
| Financial instruments liabilities | 18,533 | 6,587 |
| Liabilities to employees | 13,373 | 13,943 |
| Payroll liabilities | 10,499 | 7,785 |
| Holiday leave accrual | 7,719 | 8,088 |
| Taxes and charges | 95,757 | 47,159 |
| Materials and energy consumption | 39,752 | 50,949 |
| Subsidies | 28,929 | 32,588 |
| External services | 2,920 | 1,669 |
| Environmental charges | 10,589 | 17,108 |
| Social security and other employee benefits | 1,279 | 1,433 |
| Factoring liabilites | 25,536 | 20,309 |
| Liabilities from the initial recognition of the valuation of embedded derivatives | 5,017 | 4,494 |
| Liabilities arising from the purchase of shares and other financial assets | 5,118 | 11,419 |
| Other | 23,455 | 27,701 |
| TOTAL | 869,658 | 761,467 |
Terms of transactions with related entities have been presented in note 9.3.
Trade liabilities do not bear interest. Commercial contracts concluded by the CIECH Group include various terms of payment of trade liabilities depending on the type of transaction, market characteristics and trade conditions. The most common payment terms are: 14, 30 and 60 days.
On 1 January 2019, the CIECH Group adopted a new financial reporting standard, IFRS 16 Leases.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group combines two or more contracts entered into at or near the same time with the same counterparty (or related parties of the counterparty), and account for the contracts as a single contract if one or more of the following criteria are met:
The lease payments included in the measurement of the lease liability comprise the following payments that are not paid:
After the commencement date, the Group measures the lease liability by:
b) variable lease payments not included in the measurement of the lease liability in the period in which the event or condition that triggers those payments occurs, unless these costs are included in the carrying amount of another asset in accordance with the accounting policy for property, plant and equipment.
In-substance fixed lease payments are payments that may, in form, contain variability but that, in substance, are unavoidable. In-substance fixed lease payments exist, for example, if:
a) payments are structured as variable lease payments, but there is no genuine variability in those payments. Those payments contain variable clauses that do not have real economic substance. Examples of those types of payments include:
Variable lease payments that depend on an index or a rate include, for example, payments linked to a consumer price index, payments linked to a benchmark interest rate (such as WIBOR) or payments that vary to reflect changes in market rental rates (e.g. periodical changes in perpetual usufruct rates, in connection with the revision of a valuation report).
Variable lease payments that do not depend on an index or a rate, i.e. depend on the use, are not included in the measurement of lease liabilities (e.g. fees for exceeding the mileage limit).
For a detailed information on the implementation of IFRS 16 Leases, see note 1.5.1.
The present value of future lease payments is calculated using the lease rate. If the lease rate is not known, the Group applies the incremental borrowing rate for a given lease agreement, i.e. the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
The CIECH Group uses property, plant and equipment (mainly means of transport and various types of machinery and equipment) pursuant to lease agreements. The agreements include the return option, extension of the agreement or the option to buy all or a part of the equipment after the lease period.
CIECH Cargo Sp. z o.o. signed finance lease agreements, under which the Company uses additional wagons to carry coal fines and stones. In the agreements, purchase options are provided for after the end of lease.
The largest leased asset in the CIECH Group, in accordance with the adopted accounting principles, is the right of perpetual usufruct of land obtained by administrative decision. No conditions for extending lease agreements or purchasing the subject of lease have been included in administrative decisions concerning the right of perpetual usufruct of land. Price indexation may occur in relation to land revaluation. Furthermore, the SDC Group recognises a long-term sewage system agreement effective until 2095 as a lease. Group companies also recognise leases of property.
The nominal value and the value lease interest are as follows:
| LEASE LIABILITIES | Nominal payments | Effective interest | Discounted lease liability |
|---|---|---|---|
| 31.12.2019 | |||
| 0 - 6 months | 16,160 | 719 | 15,441 |
| Up to 1 year | 13,177 | 550 | 12,627 |
| From 1 to 2 years | 37,276 | 2,401 | 34,875 |
| From 2 to 5 years | 36,471 | 4,219 | 32,252 |
| Over 5 years | 167,544 | 118,805 | 48,739 |
| TOTAL | 270,628 | 126,694 | 143,934 |

| 01.01.-31.12.2019 | |
|---|---|
| Opening balance | 23,540 |
| Opening balance adjustment | 119,089 |
| Implementation of IFRS 16 on 01.01.2019 | 142,629 |
| Contract modifications | 1,453 |
| Conclusion of new contracts | 24,025 |
| Early termination of the contract | (55) |
| Accrued interest | 5,056 |
| Repayment of liability | (28,151) |
| Exchange differences | (1,023) |
| Closing balance | 143,934 |
Finance lease – leases in terms of which the Group assumes substantially all the risks and rewards of ownership of an item of property, plant and equipment are classified as finance leases. Upon initial recognition the leased item of property, plant and equipment is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset's carrying amount is decreased by accumulated depreciation and accumulated impairment losses.
In the case of an asset used under a finance lease, if it is not reasonably certain that the lessee will obtain ownership of the asset by the end of the lease term, then the tangible asset is depreciated over one of the following two periods, whichever shorter:
✓ the lease term,
✓ the expected useful life of the asset.
When an agreement is classified as a finance lease, the underlying asset is recognised within the Company's (lessee's) property, plant and equipment and is depreciated in accordance with principles specified below. Payments under operating lease agreements are recognised as an expense over the lease term.
The nominal value and the present value of minimum lease payments are as follows:
| FINANCE LEASE LIABILITIES | Nominal value of minimum lease payments |
Future financial costs due to finance lease |
Present value of minimum lease payments |
|---|---|---|---|
| 31.12.2018 | |||
| Up to 1 year | 6,422 | 505 | 5,917 |
| Between 1 and 5 years | 18,038 | 1,037 | 17,001 |
| Over 5 years | 624 | 2 | 622 |
| TOTAL | 25,084 | 1,544 | 23,540 |
Operating lease is when, and only when, all the risks and rewards incidental to ownership of the subject matter of the contract (including a lease contract) remain with the financing party — in such case the Company does not recognise the asset as property, plant and equipment. Costs are recognised proportionally to the term of the agreement (on a straight line basis) unless another systematic basis is representative of the time pattern of the user's benefit, even if the payments are not on that basis. Initial direct costs incurred before the conclusion of a lease contract, if substantial, are settled over time, proportionally to lease payments disclosed in financial statements, or are recognised as an expense in the statement of profit or loss in the period in which they are incurred.
All incentives for the agreement of a new or renewed operating lease should be recognised as an integral part of the net consideration agreed for the use of the leased asset, irrespective of the incentive's nature or form or the timing of payments.
The Group recognises the aggregate benefit of incentives as a reduction of rental expense over the lease term, on a straight-line basis unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
As at the end of 2018, total amounts of future minimum lease payments are presented in the table below:
| TOTAL FUTURE MINIMUM OPERATING LEASE PAYMENTS | 31.12.2018 |
|---|---|
| Up to 1 year | 19,209 |
| Between 1 and 5 years | 57,310 |
| Over 5 years | 168,534 |
| TOTAL | 245,053 |
In 2018, the costs of lease payments amounted to PLN 24,362 thousand (PLN 22,507 thousand in the comparable period).
Based on the Group's remuneration plan, the employees of its companies are entitled to long-term jubilee awards and to retirement benefits. The Group's obligations in respect of the above benefits is the amount of benefit entitlement that employees have earned as a result of their service in the current and prior years.
Net defined benefit liabilities are calculated separately for each plan by estimation of future payments required to settle the obligation resulting from employee service in the current and prior periods (discounted to its present value and reduced by the fair value of plan assets). The discount rate is the rate of return for low-risk debt securities with similar maturity date as the Group's liabilities as at the end of the reporting period. An appropriate estimation is made by an authorised actuary with the application of forecast discounted unit right method.
The use of such provisions results in a decrease in the provision (it is not allowed to recognise the amounts of the benefits paid in the current operating expenses with a simultaneous adjustment of the provision at the end of the period), while the reversal of the said provision increases other operating income.
The increase in the provision for employment costs is recognised respectively in other operating expenses. Changes in provisions resulting from the passage of time (i.e. the unwinding of the discount) and the effect resulting from changes in discount rates are always presented in financing activities.
The Group recognises in other comprehensive income actuarial gains and losses – the effects of differences between the previous actuarial assumptions and what has actually occurred and the effects of changes in actuarial assumptions and change in discount rate.
The amount of the provision for employee benefits is determined based on actuarial valuations performed by independent professional firms. By actuarial valuation estimates are made regarding the rotation in employment, wage growth, discount rates and inflation.
| PROVISIONS FOR EMPLOYEE BENEFITS | LONG-TERM | SHORT-TERM | ||
|---|---|---|---|---|
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
| Opening balance | 11,851 | 10,789 | 877 | 968 |
| Recognition | 1,200 | 1,403 | 16,046 | 511 |
| Use and reversal | (846) | (392) | (1,231) | (789) |
| Foreign exchange differences | (74) | 139 | (213) | - |
| Other | 717 | (88) | (14) | 187 |
| Closing balance | 12,848 | 11,851 | 15,465 | 877 |
In 2019, a change in provision in the amount of PLN -591 thousand was recognised in equity (PLN -235 thousand in the comparable period).
Employee benefits are measured on the basis of actuarial valuations. A discount rate of 2.0% p.a. was applied in order to determine the current value of future liabilities due to employee benefits. The discount rate applied is established in nominal value. At the same time, future inflation in the amount of 2.5% per annum was taken into account. The estimated nominal growth rate of 2% was applied. The remuneration growth rate of 2% was applied for the residual period. Staff turnover ratio is established based on historic data, adjusted for employment restructuring plans. According to the Group estimations, a change in actuarial assumptions will not have a significant impact on financial results.
Within the short-term provision, a provision was recognised for the "voluntary redundancy programme" in the amount of PLN 14,956 thousand.
A provision is recognised if, as a result of a past event, the Group has a present obligation and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
In accordance with the Group's published and currently enforced environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land, and the related expense, is recognised. The provision is recognised in the amount of the expected future restoration costs discounted to present value.
For measurement of the provisions, the Company is required to make estimates, assumptions regarding discount rates, expected costs and payment terms.
| CHANGE IN OTHER LONG-TERM PROVISIONS | Provision for liabilities and expected losses |
Provision for environmental protection |
TOTAL |
|---|---|---|---|
| 01.01.-31.12.2019 | |||
| Opening balance | 3,286 | 75,794 | 79,080 |
| Recognition | - | 28 | 28 |
| Use and reversal | (2,015) | - | (2,015) |
| Foreign exchange differences | - | (821) | (821) |
| Change in discount rate | - | 18,434 | 18,434 |
| CHANGE IN OTHER LONG-TERM PROVISIONS | Provision for liabilities and expected losses |
Provision for environmental protection |
TOTAL |
|---|---|---|---|
| Reclassification from short-term provisions | 7,491 | - | 7,491 |
| Closing balance | 8,762 | 93,435 | 102,197 |
| 01.01.-31.12.2018 | |||
| Opening balance | 1,047 | 70,765 | 71,812 |
| Recognition | - | 228 | 228 |
| Use and reversal | (4,261) | (2,686) | (6,947) |
| Foreign exchange differences | - | 1,898 | 1,898 |
| Change in discount rate | - | 6,016 | 6,016 |
| Reclassification from short-term provisions | 6,500 | (427) | 6,073 |
| Closing balance | 3,286 | 75,794 | 79,080 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS |
Provision for restructuring |
Provision for liabilities and expected losses |
Provision for environmental protection |
Provision for bonuses |
TOTAL |
|---|---|---|---|---|---|
| 01.01.-31.12.2019 | |||||
| Opening balance | 218 | 170,495 | 2,311 | - | 173,024 |
| Recognition | - | 18,250 | 946 | - | 19,196 |
| Use and reversal | (107) | (83,049) | (1,739) | - | (84,895) |
| Foreign exchange differences | - | (133) | (2) | - | (135) |
| Reclassification to long-term provisions | - | (7,491) | - | (7,491) | |
| Other | - | (74) | - | - | (74) |
| Closing balance | 111 | 97,998 | 1,516 | - | 99,625 |
| 01.01.-31.12.2018 | |||||
| Opening balance | - | 76,335 | 951 | 610 | 77,896 |
| Recognition | - | 125,525 | 2,311 | - | 127,836 |
| Use and reversal | - | (13,178) | (1,377) | (1,136) | (15,691) |
| Foreign exchange differences | - | 761 | - | 2 | 763 |
| Reclassification to long-term provisions | - | (6,500) | - | - | (6,500) |
| Other | 218 | (12,448) | 426 | 524 | (11,280) |
| Closing balance | 218 | 170,495 | 2,311 | - | 173,024 |
The most significant provisions of the CIECH Group are:
CIECH S.A. – Short-term provisions of PLN 33,325 thousand are related to potential claims (principal liability plus interest payable) resulting from litigation. The utilisation of the provision in the amount of PLN 66,400 thousand relates to the payment of a tax liability together with overdue interest on CIT for 2012.
CIECH Sarzyna S.A. – recognition of a provision for interest in relation to a potential tax liability in the amount of PLN 1,097 thousand.
CIECH Vitrosilicon S.A. – recognition of a provision for income tax and interest in relation to a potential tax liability in the amount of PLN 3,350 thousand and PLN 816 thousand, respectively.
CIECH Pianki Sp. z o.o. – recognition of a provision for interest in relation to a potential tax liability in the amount of PLN 636 thousand.
CIECH Cargo Sp. z o.o. – recognition of a provision for income tax and interest in relation to a potential tax liability in the amount of PLN 469 thousand and PLN 583 thousand, respectively.
SDC Group – short-term provision of PLN 3,058 thousand (EUR 718 thousand) related to a potential claim from the water management authority.
CIECH Cargo Sp. z o.o. – due to a damage to a leased locomotive, railway infrastructure, traction network and damage to property and load, a provision in the amount of PLN 3,076 thousand was recognised at the end of 2018 in connection with the repair of these damages and payment of contractual penalties. In the first half of 2019, PLN 2,850 thousand was paid out on this account, and the rest of the provision was classified as a provision for expected losses.
CIECH Trading S.A. – a provision for VAT and interest in relation to a potential tax liability in the amount of PLN 5,209 thousand.
CIECH Soda Polska S.A. – long-term provision in the amount of PLN 1,047 thousand for potential environmental fees resulting from exceeded emission limits. In addition, provisions of PLN 2,651 thousand, related to customers' claims in connection with defective deliveries of products and the resulting losses, were recognised.
SDC Group – long-term provision for environmental protection in the amount of PLN 83,471 thousand (EUR 19,601 thousand) comprising, among others, reclamation of rainwater ponds in Unseburg, mine reclamation activities in the limestone, reclamation of remains of the old limestone outcrops and closing of caverns.
CIECH Soda Polska S.A. – provision for land reclamation costs, calculated in accordance with expenditure planned until 2042, in line with the expected inflation rate: 2.8% adjusted by a discount factor, calculated as the average of the discount factor at the beginning and end of every annual period. The annual expenditure arising therefrom will amount to approx. PLN 860 thousand until 2042. The amount of the respective provision recognised in the statements amounts to PLN 9,842 thousand.
CIECH Sarzyna S.A. – provision for water and land reclamation costs in the amount of PLN 1,488 thousand, comprising a long-term provision of PLN 488 thousand and short-term provision of PLN 1,000 thousand. The provision was estimated based on a technical and financial project including a schedule of works for the years 2008-2020 of expenses to be incurred.

Principles of measurement after initial recognition/at the end of reporting period and presentation of financial instruments in financial statements
| Category of assets or liabilities | Measurement | Recognition |
|---|---|---|
| Assets at fair value through profit or loss |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Financial assets measured at amortised cost |
At amortised cost using the effective interest rate (IRR) |
Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Financial assets at fair value through other comprehensive income |
At fair value | Changes from remeasurement at fair value are recognised in other comprehensive income. For debt instruments interest is recognised directly in profit or loss. |
| Purchased or originated credit impaired (POCI) assets |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Other financial liabilities | At amortised cost using the effective interest rate (IRR) |
Remeasurement changes adjust the carrying amount of the liability and are recognised in current period profit or loss. |
| Liabilities at fair value through profit or loss |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
At each balance sheet date, the Group assesses whether there has been a significant increase in credit risk for a single financial asset (financial instrument) since its initial recognition. If such a significant increase has taken place, the Entity estimates allowances in the amount of long-term expected credit losses. Otherwise, the Group estimates allowances in the amount of 12-month expected credit losses, even if in previous periods allowances were recognised in the amount of longterm expected credit losses.
The Group assumes that in the case of financial instruments that meet the definition of a low credit risk instrument as at a given balance sheet date, there has been no significant increase in credit risk and therefore the allowance is estimated at the amount of 12-month expected credit losses. The credit risk on a financial instrument is considered low for these purposes, if:
An external rating of "investment grade" is an example of an instrument that is considered by the Group as having low credit risk.
The Group considers that there has been a significant increase in credit risk for a given financial instrument, if there has been a delay in contractual payments of more than 30 days.
For a financial asset that is credit-impaired at the reporting date, but that is not a purchased or originated credit-impaired financial (POCI) asset, the Group measures the expected credit losses as the difference between the asset's gross carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events:
It may not be possible to identify a single discrete event—instead, the combined effect of several events may have caused financial assets to become credit-impaired. Regardless of the above criteria, the Group considers that there has been an impairment loss in the event of a delay in payment of more than 180 days.
The amount established as a result of the abovementioned allowances may be decreased if the Management Board is in possession of reliable documents, indicating that the receivables were secured and their payment is highly probable.
For financial assets for which no evidence of impairment due to credit risk has been identified, impairment allowances are estimated using individual parameters determined on the basis of benchmarks (using information on bank ratings) or values provided by experts, scaled down to the horizon for estimating expected credit losses.
For financial assets for which there is evidence of impairment due to credit risk, the Group analyses recoveries using probability-weighted scenarios.
Trade receivables and contract assets arising from transactions within the scope of IFRS 15 are exceptions to this rule. For these categories of assets, the Group may choose a simplified approach whereby write-downs are estimated over the lifetime horizon - right from the initial recognition of exposures.
The main financial instruments disclosed in the statement of financial position of the CIECH Group as at 31 December 2019 include:
| Classes of financial instruments | note | 31.12.2019 | 31.12.2018 | Categories of financial instruments |
|---|---|---|---|---|
| Cash and cash equivalents | 5.13 | 299,580 | 192,139 Financial assets at amortised cost | |
| Loans granted | 5.12 | 1,800 | 1,800 Financial assets at amortised cost | |
| Trade receivables | 5.11 | 293,895 | 376,348 Financial assets at amortised cost | |
| Factoring receivables | 5.11 | 43,590 | 59,045 Financial assets at amortised cost | |
| Hedging derivatives with positive value | 5.8;5.12 | 15,118 | 27,807 Hedging instruments | |
| Derivatives with positive value | 5.8;5.12 | 2,997 | 112 Financial assets valued at fair value thru profit or loss account |
|
| Embedded instruments with positive value | 5.8;5.12 | 2,206 | 15,979 Hedging instruments | |
| ASSETS | 659,186 | 673,230 | ||
| Trade liabilities | 7.3 | (393,794) | (441,239) | Financial liabilities at amortised cost |
| Loans and borrowings | 7.1 | (1,645,400) | (1,632,666) | Financial liabilities at amortised cost |
| Factoring liabilities | 7.3 | (25,536) | (20,309) | Financial liabilities at amortised cost |
| Lease liabilities | 7.4 | (143,934) | (23,540) | Financial liabilities excluded from IFRS 9 |
| Hedging derivatives with negative value | 7.2;7.3 | (22,233) | (44,768) | Hedging instruments |
| Derivatives with negative value | 7.2 | (2,787) | - | Financial liabilities valued at fair value thru profit or loss account |
In the CIECH Group selected trade receivables are subject to factoring. This is factoring with the assumption of insolvency risk whereby the factor assumes the risk in the amount specified in the insurance policy.
| Revenues, costs, profit and loss recognised in the statement of profit or loss |
01.01.-31.12.2019 | 01.01.- 31.12.2018 | Categories of financial instruments |
|---|---|---|---|
| Interest income /(costs) including income / costs calculated using the effective interest rate method |
(57,105) | (68,297) | |
| 1,335 | 4,472 Financial assets at amortised cost | ||
| (53,646) | (72,077) | Financial liabilities at amortised cost | |
| (4,794) | (692) | Financial liabilities excluded from IFRS 9 (interest from lease according to IFRS 16) |
|
| Profits/(losses) due to exchange differences | (788) | 6,199 | |
| - | 6,241 | Financial assets at amortised cost | |
| (1,329) | - | Financial liabilities at amortised cost | |
| 541 | (42) | Financial liabilities excluded from IFRS 9 | |
| Recognition of impairment losses | (3,028) | (7,795) | Financial assets at amortised cost |
| Reversal of impairment losses | 3,670 | 4,005 Financial assets at amortised cost | |
| Income/expenses due to the use of derivative financial instruments |
15,380 | 21,934 | |
| (1,987) | (2,242) | Financial assets/liabilities at fair value through profit or loss |
|
| 17,367 | 24,176 Hedging instruments | ||
| Gain / (loss) on the disposal of financial instruments |
- | 2,758 Financial assets/liabilities at fair value through profit or loss |
|
| TOTAL | (41,871) | (41,196) | |
Hedge accounting recognises the offsetting effects on profit or loss of changes in the fair values of the hedging instrument and the hedged item. Derivatives such as options, forwards, swaps are held to hedge the fair value of assets or liabilities or expected future cash flows.
For the hedging instruments, the Group may apply hedge accounting if, and only if, all the following conditions are met:
A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with all, or a component of, a recognised asset or liability (such as all or some future interest payments on variable-rate debt) or a highly probable forecast transaction, and could affect profit or loss.
Cash flow hedge shall be accounted for as follows:
The effective portion of the hedge is transferred to profit or loss as a reclassification adjustment in the period or periods when the hedged expected future cash flows affect profit or loss.
Hedges of a net investments in a foreign operation shall be accounted for as follows:
Accumulated amount in other comprehensive income is transferred to the profit or loss statement in the case of partial or overall sale of shares in a foreign entity.
| Hedging instrument | Hedged item | Nominal value/ Volume |
Maturity date |
31.12.2019 | 31.12.2018 | ||
|---|---|---|---|---|---|---|---|
| Derivatives - Cash flow hedge | Asset | Liability | Asset | Liability | |||
| Currency risk and interest rate risk |
|||||||
| CIRS transaction | Interest and equity payments for the term loan drawn by CIECH S.A. with an initial value PLN 1 045 thousand PLN |
PLN 744,273 thousand |
2020 | 14,377 | (19,964) | 27,376 | (42,947) |
| Currency risk | |||||||
| Currency forwards EUR/PLN |
Future cash flows due to realisation of revenues from sales denominated or indexed to the EUR exchange rate |
EUR 36,784 thousand |
2020 | 167 | - | 543 | (218) |
| Currency forwards USD/RON |
Future cash flows due to realisation of revenues from sales denominated or indexed to the USD exchange rate |
USD 31,800 thousand |
2019 | - | - | - | (848) |
| Interest rate risk | |||||||
| Swap of EURIBOR 6M to fixed interest rate |
Interest payments related to the term loan taken out by CIECH S.A. with the nominal value of EUR 30,000 thousand |
EUR 30,000 thousand |
2022 | 118 | (489) | - | (756) |
| Swap of WIBOR 6M to fixed interest rate |
Interest payments on a term loan contracted by CIECH S.A. with a nominal value of PLN 1,212,520 thousand |
PLN 1,212,520 thousand |
2022 | 3,453 | (4,526) | - | - |
| Raw material price risk | |||||||
| Futures contracts for the purchase of CO2 units |
Cost of purchase of CO2 units in 2018 and 2019 |
812 000 EUA | 2020 | 438 | - | 22,756 | - |
| Acquired call options embedded in a gas supply contract |
Cost of gas purchased in the period 2016– 2020 |
687,5 GWH | 2020 | 2,206 | - | 15,979 | - |
| Net investment hedge | |||||||
| Currency risk | |||||||
| Bond liabilities | The hedged position is the net investment in the subordinated entity |
EUR 69,697 thousand |
Upon the sale of shares |
- | - | - | - |
| Term loan liabilities | The hedged position is the net investment in the subordinated entity |
EUR 30,000 thousand |
Upon the sale of shares |
- | (127,755) | - | (129,000) |
The table below presents a summary of specific groups of relationships existing in 2019, designated for hedge accounting:
Amounts recognised in the cash flow hedge reserve are presented below:
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Opening balance | 3,115 | 10,021 |
| IFRS 9 adjustment | - | 2,408 |
| Adjusted opening balance | 3,115 | 12,429 |
| Change in the fair value of the hedging instrument recognized in other comprehensive income |
(13,241) | (7,971) |
| Income tax from the effective part | (443) | 2,334 |
| Transfer to financial result | (19,223) | (2,386) |
| Income tax | 3,824 | 841 |
| Ineffectiveness of hedge | (440) | (2,132) |
| Closing balance | (26,408) | 3,115 |
The aim of the Group when taking the decision concerning the implementation of the principles of cash flow hedging was to reduce the influence of interest rate movements, exchange rates differences due to incurred liabilities, (e.g. loans, bonds) and the impact of changes in raw material prices (gas, CO2 certificates) on the statement of profit or loss by reflecting their hedging nature in the financial statements.
The result of the settlement of the effective portion of hedging instruments is reclassified from equity to the statement of profit or loss upon the realisation of the hedged item and recognition of its effect in the statement of profit or loss.
In the reporting period, there were no instances of identifying the inability to realise a future transaction in respect of which the cash flow hedge accounting was applied.
However, in the third quarter of 2019, due to the discontinuation of production at CIECH Soda Romania S.A. and the absence of any further USD/RON exposure, part of the transaction was closed with a negative valuation, which was reflected in the consolidated financial statements.
Other relationships (not listed in the table above) were cancelled and settled in the previous reporting period in connection with the occurrence of the hedged position.
Sales revenues designated to hedge accounting are considered as highly probable. Their occurrence is anticipated in the Group's long-term financial forecast. Additionally, to a large extent, these transactions are concluded with regular customers of the Group Companies, which supports the probability of their occurrence. The effect of the cash flow hedge accounting and the net investment hedges in foreign entities was presented in the consolidated statement of other comprehensive income of the CIECH Group.
The CIECH Group actively manages operational and financial risk, striving to reduce the fluctuation of cash flows and maximise the companies' market value.
The CIECH Group's policy assumes natural hedging of imports and exports and hedging of up to 90% of net exposure to currencies exchange rate change by using derivatives and 100% exposure to interest rate risk.
The following types of transactions were used in 2019 and 2018: contracts to hedge currency risk (forwards and CIRSs) and interest rate risk (IRSs and CIRSs), contracts to hedge the risk of prices of CO2 emission certificates (forwards, futures), contracts to hedge the risk of gas prices (forwards, embedded options), and contracts to hedge the risk of electricity prices (forwards).
The CIECH Group cooperates with bank service providers of high credit rating and with substantial experience in the cash management area. Allocation of financial resources to the Group companies is performed through the use of intra-group loans, dividends payout by subsidiaries, participation in a cash management system (cashpooling) and increase of share capital in the subsidiaries.
The CIECH Group manages financial risks based on, among others, the developed and adopted market risk hedging strategy. The aim of the financial risk management policy is to identify areas requiring risk analysis to determine methods to identify and measure it, to determine activities undertaken in relation to identified risk areas and to define organisational solutions in the risk management process.
In fulfilling its main goals, the Group aims to avoid excessive market risk. This goal is realised by identifying, monitoring and hedging cash flow fluctuation risk and monitoring the size and costs of CIECH Group debt. When assessing risk, the Group takes into account the risk portfolio effect resulting from the variety of conducted business activities. Risk effects are materialised in the cash flow statement, statement of financial position and the statement of profit or loss.
Financial risk management covers processes of identifying, measuring and establishing the manner of responding to that risk, including processes related to currency exchange rates and interest rate fluctuations. The Group monitors risk areas which are most important for its activities.
The Group finances its activity mainly through term loans and bonds. The amount of the costs of interest-bearing debt held by the Group depends on the reference rate. This refers to term loans made available under a facilities agreement dated 9 January 2018 in the amount of PLN 1,212 million and EUR 30 million, a revolving credit facility made available under a facilities agreement dated 9 January 2015 in the amount of PLN 250 million (as at the end of 2019, the debt amounted to PLN 0), overdraft facilities (as at the end of 2019, the debt amounted to PLN 294,371 thousand) and a part of lease and factoring contracts.
Therefore, the Group is exposed to risk of change in finance costs due to changing interest rates on existing debt. This may result in increased financial costs and, consequently, deterioration of the CIECH Group financial result. The risk is partially reduced by the assets owned by the CIECH Group (bank deposits), interest bearing in accordance with variable interest rate, and by concluding hedging transactions.
In 2019, the CIECH Group used the following interest rate hedging transactions:
The table below presents the consolidated statement of financial position items (without derivative instruments) exposed to interest rate risk:
| Total carrying amount | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Floating interest rate instruments | (1,489,754) | (1,464,067) |
| Interest rate swap transactions* | 299,580 | 192,139 |
| Cash flows sensitivity (net) | 1,789,334 | 1,656,206 |
*including EUR 30 million hedged by IRS, PLN 1,045 million hedged by CIRS – IRS transaction isolated as part of decomposition of CIRS.
The table below shows the effects of a change in the interest rate by 100 basis points in relation to the floating interest rate instruments presented in the statement of financial position.
| Statement of profit or loss | Equity* | |||
|---|---|---|---|---|
| Increase by 100 bp |
Decrease by 100 bp |
Increase by 100 bp |
Decrease by 100 bp |
|
| 31.12.2019 | ||||
| Floating interest rate instruments | (14,898) | 14,898 | - | - |
| Interest rate swap transactions* | 1,315 | (1,361) | 31,103 | (32,329) |
| Cash flows sensitivity (net) | (13,583) | 13,536 | 31,103 | (32,329) |
| 31.12.2018 | ||||
| Floating interest rate instruments | (14,641) | 14,641 | - | - |
| Interest rate swap transactions* | - | - | 11,704 | (12,093) |
| Cash flows sensitivity (net) | (14,641) | 14,641 | 11,704 | (12,093) |
* Do not include the impact of profit/loss on equity.
Currency risk is an inevitable component of commercial activity denominated in foreign currencies. Due to the nature of conducted import and export operations, the CIECH Group is subject to currency exposure related to the significant lead of export over import. The exposure value is also affected by investment projects implemented in foreign currencies and the structure of external financing. Sources of currency risk which exposed companies within the CIECH Group in 2019 included: sales of products, purchases (raw materials, expenditure related to investment projects), loans taken out and cash in foreign currencies. Unfavourable changes in currency exchange rates may worsen the CIECH Group's financial results.
Foreign exchange risk analysis is focused on the level of operating cash flows. The SDC Group, CIECH Salz Deutschland GmbH and Proplan were excluded from the analysis since their functional currency is EUR and all reported operating cash flows of these companies are performed in this currency.
In 2019, the CIECH Group used hedging contracts, such as forward options, to partially cover currency risk. The CIECH Group tries to naturally hedge the foreign currency exposure, including matching of currency flows arising from sales and purchases as well as strategic debt denominated in EUR, in order to fit it to the expected exposure to currency risk in operations.
The table below presents the estimated currency exposure of the CIECH Group in EUR (excluding figures concerning the SDC Group, CIECH Salz Deutschland GmbH and Proplan Plant Protection Company, S.L.) and in USD as at 31 December 2019 and 2018 due to financial instruments:
| Exposure to currency risk in EUR ('000) | 31.12.2019 | 31.12.2018 | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Borrowings granted sensitive to FX rate changes | 102,400 | 83,400 | x | |
| Trade and other receivables | 29,410 | 25,323 | x | |
| Cash including bank deposits | 24,195 | 12,676 | x | |
| Liabilities | ||||
| Trade and other liabilities | (16,886) | (20,751) | x | |
| Term loan liabilities | (30,000) | (30,000) | x | |
| Liabilities due to revolving credit | (25,000) | - | x | |
| Other loan liabilities | (9,441) | (7,646) | x | |
| Hedging instruments: Forward* | (36,784) | (78,784) | x | |
| Forward not designated to hedge accounting | - | (25,000) | x | |
| CIRS | (14,000) | - | x | |
| Hedging instruments: CIRS (forward transactions isolated as part of decomposition of CIRS) |
(172,880) | (209,764) | x | |
| Total exposure | (148,986) | (250,546) |
* Measurement of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit or loss statement.
| Exposure to currency risk in USD ('000) | 31.12.2019 | 31.12.2018 | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | 2,378 | 18,651 | x | |
| Cash including bank deposits | 6,969 | 1,130 | x | |
| Liabilities | ||||
| Trade and other liabilities | (6,534) | (6,059) | x | |
| Hedging instruments: Forward | (5,363) | (31,800) | x | |
| Total exposure | (2,550) | (18,078) |
* Measurement of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit or loss statement.
The table contains an analysis of the sensitivity of individual statement of financial position items to exchange rate changes as at 31 December 2019.
| Analysis of sensitivity to foreign exchange rate changes –EUR |
('000 EUR)* | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income |
|---|---|---|---|
| 31.12.2019 | |||
| Currency balance sheet items | 607 | 607 | - |
| Hedging instruments: Forward and CIRS | (2,097) | - | (2,097) |
| 31.12.2018 | |||
| Currency balance sheet items | 380 | 680 | (300) |
| Hedging instruments: Forward and CIRS | (2,885) | - | (2,885) |
* Increase of EUR/PLN exchange rate by 1 grosz.
| Analysis of sensitivity to foreign exchange rate changes – USD |
('000 USD)* | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income |
|---|---|---|---|
| 31.12.2019 | |||
| Currency balance sheet items | 28 | 28 | - |
| Hedging instruments: Forward | (54) | - | (54) |
| 31.12.2018 | |||
| Currency balance sheet items | 137 | 137 | - |
| Hedging instruments: Forward | (318) | - | (318) |
* Increase of USD/PLN exchange rate by 1 grosz.
In the course of its operations, the CIECH Group is exposed to the risk of changes in prices of energy commodities (e.g. coal, natural gas, CO2 emission certificates) and the risk of changes in electricity prices.
The CIECH Group reduces market risk related to raw materials through concluding agreements with suppliers containing an appropriate price formula or through forward transactions.
Credit risk means a threat of the counterparty not fulfilling the obligations stipulated in the agreement, exposing the lender to financial loss.
From the CIECH Group's point of view, credit risk is linked to:
The CIECH Group is exposed to credit risk connected with the credit rating of customers being parties to products and goods sales transactions. That risk is limited by using internal procedures to establish amounts of credit limits for customers and to manage trade receivables (the Group uses securities in the form of a letter of credit, bank guarantees, mortgages, receivables insurance and non-recourse factoring). Customers' creditworthiness is assessed and appropriate collateral is obtained from the customers, allowing for a reduction of potential losses in the case of failure to repay the debt. Credit risk assessment for customers is performed prior to concluding an agreement and periodically at subsequent deliveries of goods in accordance with the binding procedures. On selected markets, where more risky payment deadlines are applied, the Group's companies make use of services provided by companies specialising in insuring receivables.
Credit risk connected with cash in bank and bank deposits is low as the CIECH Group enters into transactions with highrating banks with stable market position.
According to the CIECH Group's Companies, assets that are not overdue and not covered by a write-down are of high credit quality.
At the end of the reporting period, in the Group there was an external loan granted by CIECH Trading S.A. to Infrastruktura Kapuściska S.A. w upadłości likwidacyjnej in the amount of PLN 1,800 thousand. The carrying amount of the loan corresponds mainly to the value of the mortgage collateral held by the Company.
The table below presents the maximum exposure of financial assets to credit risk as at the end of reporting period.
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Cash and cash equivalents | 299,580 | 192,139 |
| Loand and receivables | 339,285 | 437,193 |
| Hedging derivatives with negative value | 18,115 | 27,919 |
| Embedded instruments with negative value | 2,206 | 15,979 |
| TOTAL | 659,186 | 673,230 |
The CIECH Group has no material items which would be uncollectible as at the reporting date and not covered by an impairment allowance. The table below presents trade receivables by age from maturity date.
| Trade receivables and receivables from factoring | Loans granted | |||
|---|---|---|---|---|
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | |
| Soda segment | 207,574 | 254,909 | - | - |
| Organic segment | 118,813 | 145,422 | - | - |
| Silicates and Glass segment | 19,889 | 39,128 | - | - |
| Transport segment | 17,173 | 21,703 | - | - |
| Other activities | 22,868 | 16,119 | 1,800 | 1,800 |
| Consolidation adjustments | (48,832) | (41,888) | - | - |
| TOTAL | 337,485 | 435,393 | 1,800 | 1,800 |
Below is a reconciliation of impairment allowances for trade receivables in accordance with IFRS 9.
| 01.01.-31.12.2019 | ECL in lifetime - without impairment |
ECL in lifetime - with impairment |
TOTAL |
|---|---|---|---|
| 01.01.2019 | 5,138 | 33,219 | 38,357 |
| Recognized | 441 | 2 680 | 3,121 |
| Reversed | (1,690) | (879) | (2,569) |
| Usage | - | (1,173) | (1,173) |
| Exchange differences | - | 1,934 | 1,934 |
| 31.12.2019 | 3,889 | 35,781 | 39,670 |
| 01.01.-31.12.2018 | ECL in lifetime - without impairment |
ECL in lifetime - with impairment |
TOTAL |
|---|---|---|---|
| As at 31.12.2017 – according to IAS 39 | - | 28,919 | 28,919 |
| IFRS opening balance adjustment | 5,098 | - | 5,098 |
| Opening balance as at 1.01.2018 (according to IFRS 9) |
5,098 | 28,919 | 34,017 |
| Recognized | 182 | 6,355 | 6,537 |
| Reversed | (142) | (2,842) | (2,984) |
| Usage | - | (731) | (731) |
| Change in Group's composition | - | 1,054 | 1,054 |
| Exchange differences | - | 464 | 464 |
| Closing balance according to IFRS 9 | 5,138 | 33,219 | 38,357 |
The following tables present the reconciliation of impairment allowances for financial assets in accordance with IFRS 9. Default rates and calculation of impairment allowances as at 31 December 2018 and 31 December 2019 are presented in the following tables.
| Total | Not overdue | 0-30 days | 30-90 days | 90-180 days |
>180 days |
|
|---|---|---|---|---|---|---|
| Trade receivables gross as at 31.12.2019 | 333,565 | 267,520 | 18,596 | 4,827 | 5,329 | 37,292 |
| Failure ratio | 0.39% | 0.43% | 0.84% | 16.93% | 5.50% | |
| Expected credit losses acoording to IFRS 9 | 4,110 | 1 038 | 80 | 41 | 902 | 2,049 |
| Total expected losses | 39,670 | 1,038 | 80 | 42 | 903 | 37,607 |
| from grup analysis | 4,110 | 1,038 | 80 | 41 | 902 | 2,049 |
| from individual analysis | 35,560 | - | - | 1 | 1 | 35,558 |
| Total | Not overdue | 0-30 days | 30-90 days | 90-180 days | >180 days | |
|---|---|---|---|---|---|---|
| Trade receivables gross as at 31.12.2018 | 414,705 | 340,650 | 31,963 | 6,389 | 1,675 | 34,028 |
| Failure ratio | 0.20% | 0.31% | 33.00% | 51.70% | 6.37% | |
| Expected credit losses acoording to IFRS 9 | 5,932 | 691 | 98 | 2,108 | 866 | 2,169 |
| Total expected losses | 38,357 | 1,045 | 98 | 2,116 | 1,070 | 34,028 |
| from grup analysis | 5,932 | 691 | 98 | 2,108 | 866 | 2,169 |
| from individual analysis | 32,425 | 354 | - | 8 | 204 | 31,859 |
The CIECH Group is exposed to risk connected with maintaining liquidity due to the considerable share of external financing (due to the term loan, working capital facilities and lease agreements) in relation to operating results, the limited ability to obtain new financing due to the existing high level of indebtedness and the risk of losing the existing long-term financing as a result of violating covenants stipulated in the bond issue terms and loan agreements.
The following measures are applied to reduce liquidity risk:
The Group's debt financing is ensured primarily by the term loan. In addition, a revolving credit facility in the amount of PLN 250 million, constituting an additional source of current liquidity and working capital financing (as at 31 December 2019, the facility was drawn down in the amount of PLN 0 million), and overdraft facilities (as at the end of 2019, they were drown down in the amount of PLN 294,371 thousand) have been made available to the Group.
| 31.12.2019 | Carrying amount |
Contractual cash flows |
Below 6 months |
up to 12 months |
1–2 years | 3–5 years | Over 5 years |
|---|---|---|---|---|---|---|---|
| Other financial liabilities: | (2,064,730) | (2,160,014) | (489,486) | (22,246) | (387,450) | (1,260,832) | - |
| Trade liabilities | (393,794) | (393,794) | (393,794) | - | - | - | - |
| Loans and borrowings | (1,645,400) | (1,740,684) | (70,156) | (22,246) | (387,450) | (1,260,832) | - |
| Factoring | (25,536) | (25,536) | (25,536) | - | - | - | - |
| Lease liabilities | (143,934) | (270,628) | (16,160) | (13,177) | (37,276) | (36,471) | (167,544) |
| Derivatives recognised in financial liabilities designated as hedging instruments |
(22,233) | (25,168) | (97) | (18,357) | (6,714) | - | - |
| Derivatives recognised in financial liabilities |
(2,787) | (41) | (40) | (1) | - | - | - |
| TOTAL | (2,233,684) | (2,455,851) | (505,783) | (53,781) | (431,440) | (1,297,303) | (167,544) |
The table below presents financial liabilities at face value grouped by maturity.
| 31.12.2018 | Carrying amount |
Contractual cash flows |
Below 6 months |
up to 12 months |
1–2 years | 3–5 years | Over 5 years |
|---|---|---|---|---|---|---|---|
| Other financial liabilities: | (2,094,214) | (2,229,547) | (766,255) | (22,006) | (41,797) | (1,399,489) | - |
| Trade liabilities | (441,239) | (441,239) | (441,239) | - | - | - | - |
| Loans and borrowings | (1,632,666) | (1,767,999) | (304,707) | (22,006) | (41,797) | (1,399,489) | - |
| Factoring | (20,309) | (20,309) | (20,309) | - | - | - | - |
| Finance lease liabilities | (23,540) | (25,073) | (3,134) | (3,284) | (8,632) | (9,399) | (624) |
| Derivatives recognised in financial liabilities designated as hedging instruments |
(44,768) | (45,934) | (930) | (5,570) | (8,102) | (31,332) | - |
| TOTAL | (2,162,522) | (2,300,554) | (770,319) | (30,860) | (58,531) | (1,440,220) | (624) |
Detailed information concerning revenues and costs pertaining to financial instruments, recognised in the statement of profit or loss has been presented in note 8.1.
The following list presents the fair value of financial instruments.
| 31.12.2019 | 31.12.2018 | ||||
|---|---|---|---|---|---|
| Carrying amount | Fair value | Carrying amount | Fair value | ||
| Cash and cash equivalents | 299,580 | 299,580 | 192,139 | 192,139 | |
| Loans granted | 1,800 | 1,800 | 1,800 | 1,800 | |
| Trade receivables | 293,895 | 293,895 | 376,348 | 376,348 | |
| Aktywa finansowe z wyceny instrumentów pochodnych | 18,115 | 18,115 | 27,919 | 27,919 | |
| Embedded instruments with positive value | 2,206 | 2,206 | 15,979 | 15,979 | |
| Factoring receivables | 43,590 | 43,590 | 59,045 | 59,045 | |
| ASSETS | 659,186 | 659,186 | 673,230 | 673,230 | |
| Loans and borrowings | (1,645,400) | (1,647,439) | (1,632,666) | (1,639,869) | |
| Trade liabilities | (393,794) | (393,794) | (441,239) | (441,239) | |
| Hedging derivatives with negative value | (25,020) | (25,020) | (44,768) | (44,768) | |
| Lease liabilities | (143,934) | (143,934) | (23,540) | (23,540) | |
| Factoring liabilities | (25,536) | (25,536) | (20,309) | (20,309) | |
| LIABILITIES | (2,233,684) | (2,235,723) | (2,162,522) | (2,169,725) |
* In 2018, lease liabilities included finance leases; in 2019, following the implementation of IFRS 16, it includes finance and operating leases.
The fair value of financial assets and liabilities corresponds with the amounts for which these instruments may be exchanged in a market transaction between well informed parties. The following assumptions were made in establishing the fair value:
Measurement at fair value is grouped according to three-level hierarchy:
| 31.12.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||
| ASSETS | 438 | 20,321 | 36,717 | 22,756 | 44,010 | 37,766 | |
| Investment properties | - | - | 36,717 | - | - | 37,766 | |
| Hedging instruments | - | 15,118 | - | - | 27,919 | - | |
| Derivatives with positive value | - | 2,997 | - | - | 112 | - | |
| Futures contracts | 438 | - | - | 22,756 | - | - | |
| Embedded instruments | - | 2,206 | - | - | 15,979 | - | |
| LIABILITIES | - | (25,020) | - | - | (44,768) | - | |
| Hedging instruments | - | (22,233) | - | - | (44,768) | - | |
| Derivatives with negative value | - | (2,787) | - | - | - | - | |
| TOTAL | 438 | (4,699) | 36,717 | 22,756 | (758) | 37,766 |
As at 31 December 2019, the CIECH Group held the following types of financial instruments measured at fair value:
In 2019, there were no transfers within the fair value hierarchy of instruments measured at fair value. There were no changes in the classification of financial instruments, or in business conditions that could affect the fair value of financial assets or liabilities.
However, as at 30 September 2019, due to the discontinuation of production at CIECH Soda Romania S.A. and the absence of any further USD/RON exposure, part of the transaction was closed with a negative valuation, which was reflected in the consolidated financial statements.
The fair value of instruments concluded is determined in the following manner:
• the fair value of the interest rate swap contract is determined as a difference in the discounted interest rate cash flow (cash flow based on a floating rate, the so-called floating leg, and a fixed rate, the so-called fixed leg). The input data for the method is the market data for interest rates provided by Reuters.
| Fair value of derivative instruments and embedded instruments |
Cash and cash equivalents |
Long-term financial assets |
Short-term financial assets |
Other non current liabilities |
Trade and other liabilities |
TOTAL |
|---|---|---|---|---|---|---|
| 31.12.2019 | ||||||
| IRS EUR | - | 118 | - | (29) | (460) | (371) |
| IRS PLN | - | 3,048 | 405 | (3,711) | (815) | (1,073) |
| CIRS | - | 1,713 | 12,664 | (2,747) | (17,217) | (5,587) |
| Forward EUR/PLN | - | - | 167 | - | - | 167 |
| Forward RON/PLN | - | - | - | - | (6) | (6) |
| Forward USD /RON | - | - | - | - | (35) | (35) |
| Embedded instruments | - | - | 2,206 | - | - | 2,206 |
| Futures contracts | 438 | - | - | - | - | 438 |
| TOTAL | 438 | 4,879 | 15,442 | (6,487) | (18,533) | (4,261) |
| 31.12.2018 | ||||||
| IRS EUR | - | - | - | (282) | (474) | (756) |
| CIRS | - | 11,859 | 15,517 | (37,899) | (5,047) | (15,570) |
| Forward EUR/PLN | - | - | 543 | - | (218) | 325 |
| Forward USD /RON | - | - | - | - | (848) | (848) |
| Embedded instruments | - | 4,007 | 11,972 | - | - | 15,979 |
| Futures contracts | 22,756 | - | - | - | - | 22,756 |
| TOTAL | 22,756 | 15,866 | 28,032 | (38,181) | (6,587) | 21,886 |
Investment properties are also measured at the fair value in the financial statements. According to the fair value hierarchy, it is Level 3. Investment real estate portfolio is evaluated by an external, independent property appraiser or based on a preliminary sale agreement. In measuring the fair value of land used under the perpetual usufruct in Bydgoszcz, a comparative method was applied. The comparative approach means measuring the value through an analysis of recent sales or listings of comparable assets. These transactions or offers are adjusted in order to take into account differences of the valuated assets and comparable assets on the day of their sale, for example date of sale, location, area, technical status and other. According to the method of average price adjustments, estimating the property value that is the subject of valuation is based on the average price adjustment of similar properties, that form the base for the comparison creating adjustment coefficients corresponding to different characteristics of these properties. The calculations are based on comparative properties, described by attributes influencing the level of properties prices and transaction prices of these properties.
Valuation of buildings located in Bydgoszcz and tangible assets identified as technical infrastructure (including assets that are necessary to keep properties operational but which are not traded on the secondary market) is synthetically included in the total value of land valuated under the comparative approach method. Buildings and structures located on plots of land in Bydgoszcz have no impact on the market value of this land, therefore, for accounting purposes, the value of this group of assets was determined based on their book value. In the final balance sheet, the value of buildings and structures was deducted from the value of land.
The measurement of the fair value of investment property does not include transaction costs, which the entity might additionally bear, future capital expenditures regarding development or improvement of the investment property, as well as future benefits regarding those expenditures.
The verification of the fair value of investment properties is conducted at least once a year at the balance sheet date ending the financial year.
The CIECH Group has taken out term and revolving credit facilities whose book value, as at 31 December 2019, was PLN 1,645,400 thousand, and whose fair value amounted to PLN 1,647,439 thousand (Level 2 of fair value hierarchy). The Group concluded that the fair value of the loans taken out does not differ significantly from their nominal value due to the fact that these loans carry variable interest rates. In the case of the remaining financial instruments held by the CIECH Group (classified mainly as cash and cash equivalents, loans and receivables, financial liabilities measured at amortised cost other than loans and bonds and financial liabilities excluded from the scope of IFRS 9), the fair value is close to the book value.
The tables below present the reasons for the differences between the changes of particular items of the consolidated statement of financial position and changes resulting from the consolidated cash flows statement:
| 01.01 - 31.12.2019 | 01.01 -31.12.2018 | |
|---|---|---|
| Inventory change presented in consolidated statement of financial position | (17,186) | (74,001) |
| Currency translation reserve | (2,164) | 1,703 |
| Change in Group's composition | - | 23,070 |
| Inventory change in consolidated statement of cash flows | (19,350) | (49,228) |
| 01.01 - 31.12.2019 | 01.01 -31.12.2018 | |
|---|---|---|
| Provision change presented in consolidated statement of financial position | (34,696) | 103,367 |
| Reclassification of provisions to /from liabilities | - | 11,317 |
| Change in the provision for income tax | 74,588 | (90,246) |
| Currency translation reserve | 824 | (2,924) |
| Other | (5,073) | 3,432 |
| Provisions change in consolidated statement of cash flows | 35,643 | 24,946 |
| 01.01 - 31.12.2019 | 01.01 -31.12.2018 | |
|---|---|---|
| Receivables change presented in consolidated statement of financial position | 79,360 | (71,136) |
| Change in investment receivables | (363) | 298 |
| Change in income tax receivables | (4,300) | 2,872 |
| Change in receivables from caverns | (6,979) | (17,074) |
| Change in Group's composition | - | 7,633 |
| Currency translation reserve | (4,726) | 7,784 |
| Other | 4,277 | (4,433) |
| Receivables change presented in consolidated statement of cash flows | 67,269 | (74,056) |
| 01.01 - 31.12.2019 | 01.01 -31.12.2018 | |
|---|---|---|
| Change of liabilities presented in consolidated statement of financial position | 197,331 | 318,437 |
| Change in investment liabilities | (122,725) | 36,137 |
| Change in financial liabilities | 8,713 | (299,391) |
| Change in income tax liabilities | 5,540 | (5,082) |
| Currency translation reserve | 8,335 | (16,912) |
| Change in Group's composition | - | (3,797) |
| Change in lease liabilities | (120,395) | 1,348 |
| Settlement of white certificates | 13,534 | - |
| Other | 17,586 | (23,353) |
| Liabilities change presented in consolidated statement of cash flows | 7,921 | 7,387 |
9
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the Group. An example is a claim that the Group is pursuing through legal processes, where the outcome is uncertain. Contingent assets are not recognised in the statement of financial position since this could result in the recognition of income that may never be realised.
A contingent liability is a possible future obligation, whose existence will be confirmed by the occurrence or nonoccurrence of uncertain future events not wholly within the Group's control. These are also liabilities that arose from past events but were not recognised in the financial statements because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the statement of financial position.
As at 31 December 2019, the CIECH Group did not have any significant disputed liabilities of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described below, in "Audits of tax settlements at the CIECH Group", and the case described below:
Subject of the claim: compensation for improper performance of the contract. Value of the dispute: USD 7,566 thousand. On 4 March 2019, CIECH Sarzyna S.A. received a counter-claim from OOO GK ZEMLYAKOFF for payment of USD 7,566 thousand with statutory interest for delay from the date of filing the lawsuit (30 November 2016). The amount claimed by OOO GK ZEMLYAKOFF constitutes compensation for improper performance of the contract consisting in the delivery of a defective crop protection product called Expert Trio OF KE. In order to demonstrate the damage suffered, witnesses and documents from Zemlyakoff were appointed, including agreements between Zemlyakoff and counterparties (Zemlyakoff claims that the damage is the loss of profit resulting from the termination of a commercial relationship due to a defective product, in particular with two main counterparties). Zemlyakoff presented the same evidence in response to the lawsuit brought by CIECH Sarzyna S.A. for payment. Given the evidence submitted, Zemlyakoff's claim for damages, disregarding its unfoundedness (CIECH Sarzyna S.A. consistently denies responsibility for the product's defectiveness), has not been demonstrated in terms of the existence of damage, its amount and adequate causation. According to CIECH Sarzyna S.A. and its representative, the claim should be dismissed. On 31 May 2019, the Regional Court in Rzeszów, acting as the court of the first instance, dismissed the counterclaim and awarded CIECH Sarzyna S.A. the requested amount plus interest. The judgment is final.
As at 31 December 2019, the CIECH Group did not hold any significant disputed receivables of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies.
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Contingent assets | 31,077 | 22,060 |
| Other contingent receivables* | 31,077 | 22,060 |
| Contingent liabilities | 661,580 | 522,544 |
| Guarantees and sureties granted** | 545,528 | 421,130 |
| Other*** | 116,052 | 101,414 |
* Including:
• Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
• As at 31 December 2019, a contingent asset recognised by CIECH Soda Polska S.A. amounted to PLN 12,213 thousand – it is the value of energy efficiency certificates received from the President of the Energy Regulatory Office in 2017 and 2019 that have not been recorded yet in the account kept by the Polish Power Exchange.

** Including:
*** Including:
As at 31 December 2019, contingent liabilities amounted to PLN 661,580 thousand and increased as compared to 31 December 2018 by PLN 139,036 thousand. The change resulted mainly from an increase in liabilities on account of loans covered by guarantees and from the receipt of new subsidies by subsidiaries.
| Beneficiary's name | Total amount of liabilities covered by guarantee/surety in whole or in specific part |
Financial terms, including guarantee fee due to the company; guarantee period |
Principal | |
|---|---|---|---|---|
| currency | PLN | |||
| CIECH S.A. | ||||
| Landesamt fuer Geologie und Bergwesen Sachsen-Anhalt |
EUR 7,101 thousand |
30,239 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability; no time limit |
CIECH Soda Deutschland GmbH&Co. KG (subsidiary) |
| Investittionsbank Sachsen-Anhalt (IBSA) |
EUR 11,250 thousand |
47,908 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to claims related to the subsidy; Liabilities incurred and outstanding by 31.12.2019 |
CIECH Soda Deutschland GmbH&Co. KG (subsidiary) |
| MECALUX Sp. z o.o. |
EUR 4,000 thousand |
17,034 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to claims related to the agreement; Liabilities incurred and outstanding by 31.12.2019 |
CIECH Salz Deutschland GmbH (subsidiary) |
| Evatherm AG | EUR 23,200 thousand |
98,797 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability; until the liabilities arising from the agreement between Evatherm AG and CIECH Soda Deutschland GmbH have been settled |
CIECH Soda Deutschland GmbH&Co. KG (subsidiary) (subsidiary) |
| Total amount of guarantees and sureties granted | PLN 193,978 thousand |

Beneficiary's name Total amount of liabilities covered by guarantee/surety in whole or in specific part Financial terms, including guarantee fee due to the company; guarantee period Principal
| currency | PLN | |||
|---|---|---|---|---|
| Selected subsidiaries in Poland, Germany and Romania | ||||
| Banks: Bank Handlowy w Warszawie S.A., Bank Millennium S.A., Santander Bank Polska S.A., BOŚ S.A., Bank PKO BP S.A., Credit Agricole Bank Polska S.A., HSBC Bank Polska S.A., ICBC (Europe) S.A. Branch in Poland, mBank S.A., BGŻ BNP Paribas S.A. Bank Pekao S.A., Banko de Sabadell |
PLN 1,828,150 thousand (guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,212,520 thousand and to a revolving credit facility in the amount of PLN 250,000 thousand) EUR 37,500 thousand (guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 30,000 thousand) PLN 62,500 thousand (guarantee granted up to the amount of 125% of liability related to overdraft facility granted by Bank Millennium S.A. in the amount of PLN 50,000 thousand and EUR 12,500 thousand (guarantee granted up to the amount of 125% of liability related to overdraft facility in the amount of EUR 10,000 thousand) and |
PLN 375,000 thousand (guarantee granted up to the amount of 125% of liability related to a revolving credit facility granted by Bank Pekao S.A. in the amount of PLN 300,000 thousand) and PLN 115,984 thousand (guarantee granted up to the amount of 125% of liability related to a revolving credit facility granted by Bank BNP Paribas S.A. in the amount of PLN 92,788 thousand) and EUR 31,250 thousand (guarantee granted up to the amount of 125% of liability related to a revolving credit facility granted by Banko de Sabadell S.A. in the amount of EUR 25,000 thousand). 2,727,637 thousand |
Commission of 0.55% p.a of the difference between the limit of the guarantee collateralised by assets and a surplus of the guarantee limit; Period for which the surety was granted – 31 December 2023 – term loan and revolving credit facility and 31 December 2021 – overdraft facilities in PLN and EUR 30 June 2022 – revolving credit facility in PLN and EUR |
CIECH S.A. (parent company) |
| Total amount of guarantees and sureties granted PLN 2,727,637 thousand |
In 2019, the CIECH Group companies did not receive any guarantees from third parties.
As at 31 December 2019, CIECH S.A. was the obliged party in the letter of support (Patronatserklärung) regarding CIECH Soda Deutschland GmbH&Co. KG seated in Staßfurt (CSD) granted to Innogy Gas Storage NWE GmbH ("Innogy") relating to liabilities of CIECH Soda Deutschland GmbH&Co. KG resulting from the agreement dated 5 May 2009 on salt caverns construction for the purpose of natural gas storage on the Staßfurt mining field according to which CIECH Soda Deutschland GmbH&Co. KG received payments of EUR 45.8 million from Innogy by 31 December 2019. In the letter of support, CIECH S.A. has committed, among other things, to ensure that CIECH Soda Deutschland GmbH&Co. KG will have sufficient funds to fulfil its financial commitments against Innogy resulting from the above-mentioned agreement.
In 2019, tax authorities carried out tax audits or tax proceedings in the companies of the CIECH Group with respect to CIT and VAT settlements.
The CIECH Group companies were subject to CIT proceedings concerning the following years:
CIT audit for 2012 at CIECH S.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. CIECH S.A. received the outcome of the audit on 4 July 2018. The tax authority challenged the transaction concerning the capital increase in a subsidiary. In the opinion of the authority, making a cash contribution by means of a contractual set-off of mutual receivables gives rise to income on the part of the Company for which, according to the auditors, the company cannot recognise a cost. The company's management board and its tax advisors do not agree with the findings made by the auditors
In December 2018, the company received a decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority. The Company contested the position and filed an appeal. In April 2019, the Company received a decision of the second instance, upholding the decision of the first instance. The Company paid up the outstanding tax along with interest in three tranches in the total amount of PLN 66.4 million (tax: PLN 43.7 million, interest: PLN 22.7 million). CIECH S.A. appealed against the decision of the second instance to the Provincial Administrative Court in Cracow. On 9 October 2019, the Provincial Administrative Court issued a ruling in which it confirmed the approach presented by the authority. The court indicated that the company was obliged to recognise the income and did not have the right to recognise the tax deductible cost. After receipt of a written statement of reasons, the company lodged a cassation complaint with the Supreme Administrative Court on 23 December 2019.
CIT audit for 2013 at CIECH S.A. was initiated by the Tax Audit Office in Warsaw on 30 November 2016. The tax audit report was issued on 16 May 2017. The authority claims that the Company has overestimated the tax deductible cost of interest on cash obtained as a result of the issue of bonds and allocated to the reserve capital of CIECH Soda Deutschland GmbH & Co. KG. Moreover, the authority is of the opinion that the fee for the "CIECH" trademark should not be recognised by CIECH S.A. as a tax deductible cost.
The tax base challenged by the authority is PLN 9.4 million (after taking into account the tax loss incurred in the audited year), which translates into a tax of PLN 1.8 million.
The company and its advisors did not agree with the findings of the auditors and as a result of the tax proceedings, the Decision of the First Instance was issued, against which the company filed an appeal in 2017. On 14 March 2018 CIECH S.A. received the decision of the Second Instance in which the auditors upheld their findings contained in the Decision of the First Instance.
The company appealed to the Provincial Administrative Court against this decision. Despite this, the company decided to pay tax in the amount of PLN 1.8 million and interest (PLN 0.3 million) on 10 April 2018. The Court made its decision on 6 June 2019. The Court complied with the CIECH S.A. appeal as regards the costs of trademark fees, repealing the decision of the second instance. However, as regards the costs of consulting and financing of Soda Deutschland, the Court adjudicated that said costs could not constitute tax costs. After receipt of a written statement of reasons, the company lodged a cassation complaint with the Supreme Administrative Court in September 2019.
CIT audit for 2014 at CIECH S.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 13 November 2019. At the time of publication of these statements, the authority had made no findings.
CIT audit for 2015 at CIECH Soda Polska S.A. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 10 October 2016. On 7 March 2017, the tax office issued the tax audit report. The irregularities found result primarily from the fact that the auditors challenged the company's right to settle the loss from participation in a partnership – as was the case for CIECH Pianki Sp. z o.o., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A.
The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Soda Polska S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 3.9 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 3.9 million (the tax base challenged by the tax authorities was PLN 20.4 million) plus the interest due in the amount of PLN 1 million. On 9 October 2019, the company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. The Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court.
CIT audit for 2015 at CIECH Pianki Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 22 November 2016. On 3 March 2017, the tax office issued the tax audit report. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership.
The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Pianki S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 2.6 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 2.6 million (the tax base challenged by the tax authorities was PLN 13.8 million) plus the interest due in the amount of PLN 0.7 million. On 9 October 2019, the company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. The Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court.
CIT audit for 2015 at CIECH Cargo Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 23 January 2017. On 14 June 2017, the tax office issued the tax audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Cargo Sp. o.o. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership its tax obligations in the amount of PLN 1.7 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 1.7 million (the tax base challenged by the tax authorities was PLN 8.8 million) plus the interest due in the amount of PLN 0.5 million. On 9 October 2019, the Company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. The Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court.
CIT audit for 2015 at CIECH Vitrosilicon S.A. was initiated by the Head of the Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski on 19 April 2018. The company received the outcome of the audit on 4 January 2019. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 2.7 million (the tax base challenged by the authority is PLN 14.4 million) plus with interest due. Tax proceedings are currently underway.
CIT audit for 2015 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Reszów on 6 February 2017. On 7 November 2017, the tax office issued the audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Cargo Sp. z o.o., the authority challenged the company's right to settle the loss from participation in a partnership. In addition, the authority challenged the company's right to include the fee for the trademark and interest on loans paid in advance in tax deductible costs.
If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 6.9 million (the tax base challenged by the authority is PLN 36.4 million) plus with interest due. Tax proceedings are currently underway.
CIT audit for 2016 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Reszów on 26 February 2018. On 11 January 2019, the tax office issued the audit report. According to the authority, the expenses incurred by the company in 2016 for the use of Chwastox trademarks cannot be classified as tax deductible costs. In addition, the company should have included interest on loans paid in advance in 2015 in its tax deductible costs in 2016. Additionally, the authority claims that the company may not offset the loss for 2015 in the annual return for 2016. In January 2019, the company submitted objections to the report. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 4.3 million (the tax base challenged by the authority is PLN 22.4 million) plus interest due. Tax proceedings are currently underway.
The Group estimated that the potential impact on income tax expense (in the form of additional tax liabilities or inability to recover a deferred income tax asset calculated for tax losses), in connection with the above events which are or may continue to be challenged, would amount to PLN 143.8 million if it were no longer probable that the Group would be able to uphold its tax interpretations before the tax authorities. From the above-mentioned amount of PLN 143.8 million, a provision was recognised for potential tax liabilities in the amount of PLN 90.2 million, and an impairment loss on deferred tax asset was recognised in the amount of PLN 26.7 million. Following the decisions of the second instance, regarding CIT (2012 and 2013) in CIECH S.A., and CIT (2015) in CIECH Soda Polska S.A., CIECH Pianki Sp. z o.o. and CIECH Cargo Sp. z o.o., despite the appeals to the Provincial Administrative Court, the total tax amount of PLN 53.7 million was paid, including total interest of PLN 25.2 million.
The CIECH Group companies were subject to VAT audits/proceedings concerning the following years:
VAT audit for the fourth quarter of 2013 at Verbis Kappa Sp. z o.o. S.K.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 6 April 2018. The company received the outcome of the audit on 11 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 35.7 million which translates into a tax of PLN 8.2 million.
The Company and the other party to the transaction, i.e. CIECH Sarzyna S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the position presented in the motion that the taxable amount of the in-kind contribution made in 2013 was the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount and the case-law line that existed until the end of 2013, the issuer of the invoice, i.e. CIECH Sarzyna S.A., and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company did not make a VAT correction, considering that the tax treatment of the in-kind contribution made in 2013 was correct. On 7 August 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the company had no right to deduct VAT in the amount of PLN 8.2 million. The Company and its advisors do not agree with the findings set forth in the Decision and have appealed against it. On 14 November 2019, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office upheld the decision of the first instance in its entirety. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue VAT (as per the tax auditors) in the amount of PLN 8.2 million plus the interest due in the amount of approx. PLN 3.9 million. On 13 December 2019, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Cracow.
VAT audit for the fourth quarter of 2013 at Verbis ETA Sp. z o.o. S.K.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 16 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 133.5 million which translates into a tax of PLN 30.8 million.
The Company and the other party to the transaction, i.e. CIECH S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the CIECH S.A.'s position that the company had determined the taxable amount in a correct manner, i.e. the taxable amount of the in-kind contribution made in 2013 should have been the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount and the case-law line that existed until the end of 2013, the Company and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company and, accordingly, the other party to the transaction complied with the ruling.
On 17 July 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the Company had no right to deduct VAT in the amount of PLN 30.8 million. The Company and its advisors do not agree with the findings set forth in the Decision and have appealed against it. On 6 August 2019, the company received an order of the Head of the Third Tax Office for Warszawa-Śródmieście to make the Decision of the Head of the Małopolskie Province Customs and Tax Office in Krakow, issued in connection with the tax proceedings conducted against the company, immediately enforceable. The Company filed a complaint against said decision. Irrespective of the complaint, the company applied to the Head of the Third Tax Office for crediting the overpaid VAT in the amount of PLN 30.8 million resulting from the correction of the VAT settlement for July 2018 towards the arrears indicated in the Decision of the Małopolskie Province Customs and Tax Office in Krakow, and repaid interest in the amount of PLN 12.4 million. In its decision, the Head of the Third Tax Office agreed to the company's request. Thus, no enforcement proceedings were initiated. On 24 October 2019, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office upheld the decision of the first instance in its entirety. On 13 November 2019, the company received the decision issued by the Head of the Tax Administration Chamber in Warsaw concerning the upholding of the decision of the Third Tax Office to make the non-final decision of the first-instance authority immediately enforceable Due to the fact that the company had received the decision of the second instance earlier, it did not file a complaint to the Provincial Administrative Court in Warsaw against the decision received. On 25 November 2019, however, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Cracow.
VAT audit for December 2014 at Cerium Finance Sp. z o.o. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 19 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 110 million which translates into a tax of PLN 25.3 million. Guided by the outcome of the audit, the other party to the in-kind contribution transaction, i.e. CIECH Soda Polska S.A., issued a correction to the invoice, specifying the taxable amount of the in-kind contribution as the nominal value of the shares acquired. Cerium Finance Sp. z o.o. included the correction of the invoice in the current tax return and paid the tax. CIECH Soda Polska S.A. received a refund of overpaid VAT.
The Company and CIECH Soda Polska S.A. filed motions for tax rulings. The Director of the National Revenue Information agreed with the position of the companies with respect to the recognition of a possible VAT correction in the current period. In turn, CIECH Soda Polska S.A. received a reply that the taxable amount of the in-kind contribution made in 2014 was the nominal value of the shares acquired. Taking into account the ruling concerning the taxable amount and the regulations, as amended in 2014, according to which the taxable amount should be the value contributed to the share capital, the company is of the opinion that the correction made (included in the current period) is correct.
On 17 July 2019, CIECH Soda Polska S.A., as the legal successor of Cerium Finance Sp. z o.o., received the Accounting Books' Audit Report, in which the auditors upheld their position, that the Company had no right to deduct VAT in the amount of PLN 25.3 million, without referring to the correction of VAT submitted by the Company in the current period and payment of this tax.
On 11 July 2019, CIECH Soda Polska S.A. received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that Cerium Finance had no right to deduct VAT in the amount of PLN 25.3 million. CIECH Soda Polska S.A. appealed against the decision of the first instance. On 7 January 2020, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office in Kraków upheld the decision of the first instance in its entirety. The decision issued by the second instance authority was enforceable. Therefore, despite the fact that the amount of VAT has already been paid to the relevant tax office in connection with the correction of VAT settlement submitted in the current period, according to the received individual ruling, the company decided to pay again the same amount of VAT of PLN 25.3 million and interest of PLN 10 million. The VAT paid again will be recovered by CIECH Soda Polska S.A. at the latest after the completion of the court and administrative proceedings (for December 2014), if any, or after the completion of the overpayment proceedings for July 2018. On 6 February 2020, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Cracow.
VAT audit for the period from January to June 2018 at CIECH Trading S.A. was commenced by the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń (for the period from January to April 2018) – commenced on 20 June 2018, and by the Head of the Śląskie Province Customs and Tax Office in Katowice (for the period from May to June 2018) – commenced on 19 September 2018. On 13 September 2019, the Company received a report on the audit of the books and the outcome of the audit from the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń. According to the auditors, the company overstated the input tax by PLN 1.4 million, deducting the tax resulting from invoices issued by two contractors who, according to the authority, committed tax fraud at an earlier stage of trade. According to the authority, the company failed to exercise due diligence when entering into transactions with these entities. The Company does not agree with the position of the auditors. However, given the lack of clear legal guidelines as to the scope of due diligence and following the prudence principle, the company decided to correct the VAT return for the period from January to April 2018 in the amount indicated by the authority, i.e. PLN 1.4 million. In addition, following the prudence principle in order to prevent a possible additional tax liability in the form of VAT sanctions, the company corrected its VAT settlements for 2017 and for the period from July to November 2018, excluding from its settlements the input VAT on invoices issued by the same two counterparties for whom the authority refuses to deduct input VAT for the period from January to June 2018. The amount of the corrected VAT is PLN 7.5 million. As a result of corrections made to VAT returns and their settlement with the tax office, the company paid PLN 0.5 million in interest. On 10 February 2020, the Company received the decision of the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń concerning the determination of an additional VAT liability in relation to the audit for the period from January to April 2018. The amount of sanctions indicated in the Decision is PLN 1.4 million. The company appealed against the received Decision to the Head of Kujawsko-Pomorskie Province Customs and Tax Office. The audit carried out by the Silesian Customs and Tax Office in Katowice (i.e. for the period of May-June 2018) is ongoing. The company created a provision for any VAT arrears, interest and sanction in the amount of PLN 5.2 million.
The audit at the Ciech Group in Germany concerns CIT settlements. The CIT audit concerns the following companies: Sodawerk Staßfurt Verwaltungs GmbH, CIECH Soda Deutschland GmbH & Co. KG, Sodawerk Holding Staßfurt GmbH, SDC GmbH. The audits cover settlements for 2007-2009 and 2010-2015. The issues raised by the auditors concerning 2006 were definitively clarified by the auditors at the initial stage of the audit. In case of a different assessment of economic events by audit authorities, an obligation may arise to recalculate and potentially increase the tax liability and to pay interest on tax arrears. As at the balance sheet date, the outcome of the audit is not known – the companies did not receive any reports from the tax authorities.

Transactions between the parent, CIECH S.A., and its subsidiaries were eliminated during consolidation and have not been presented in this note.
Detailed information about transactions between the CIECH Group and other related entities (i.e. companies controlled by the parent company at the highest level in relation to CIECH S.A. — Kulczyk Investments S.A. and non-consolidated companies of the CIECH Group) is presented below:
| TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED ENTITIES |
01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Revenues from sales of products and services | 4,192 | 4,267 |
| Revenues from sales of goods and materials | 80,753 | 98,941 |
| Other operating income | 14 | 4 |
| Financial income | 166 | 502 |
| Purchase of products, goods and materials | - | 1 |
| Purchase of services, including: | 40,086 | 36,844 |
| KI One S.A. | 210 | 448 |
| Other operating expenses | - | 587 |
| Financial expenses | - | 5 |
| 31.12.2019 | 31.12.2018 | |
| Receivables | 15,813 | 14,695 |
| Impairment losses on receivables and loans | - | 2 |
| Liabilities, including: | 4,452 | 5,370 |
| KI One S.A. | - | 1,071 |
CIECH Group's companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms other than market ones. Sales to and purchases from related entities are realised at market prices that reflect market conditions. Overdue liabilities and receivables are not secured and are settled in cash or by set-off. Receivables from related entities have not been secured by any guarantees granted or received besides those described in note 9.2.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties within the CIECH Group.
To the best of the Group's judgement, there were no transactions with related entities in the CIECH Group on other than market conditions in 2019.
Information on significant transactions with related parties is provided in note 6.4 to these financial statements.
Key managerial personnel comprises persons who are authorised to and are responsible for direct and indirect planning, managing and controlling the activities of CIECH S.A.
The following table presents the amount of remuneration and additional benefits paid or payable to particular Members of the Management Board in 2019 and in the comparable period. In the years 2018-2019, members of the Management Board of CIECH S.A. did not receive any remuneration for holding a position in the Supervisory Boards or any other functions performed in the subsidiaries of the CIECH Group.
| 2019 | 2018 | |
|---|---|---|
| Dawid Jakubowicz | 1,440 | 450 |
| Artur Osuchowski | 1,260 | 3,033 |
| Mirosław Skowron | 1,200 | 300 |
| Maciej Tybura | 2,823 | 4,276 |
| Artur Król | 1,437 | 3,034 |
| Krzysztof Szlaga | 2,004 | 1,196 |
| Dariusz Krawczyk | - | 81 |
| TOTAL | 10,164 | 12,370 |
Members of the Management Board are employed based on employment contracts. Remuneration of the Management Board Members are set out in individual employment contracts. Members of the Management Board are also entitled to:
The following table presents the amount of remuneration and additional benefits paid or payable to the Managing Director in the period from 1 June to 31 December 2019, i.e. in the period of holding this function.
During this period, the Managing Director received remuneration for serving on the Supervisory Boards of: Polsin Overseas Shipping Ltd. Sp. z o.o. and Proplan Plant Protection Company S.L.
| 01.06 – 31.12.2019 | |
|---|---|
| Rafał Czubiński | 396 |
The Managing Director is employed under an employment contract which specifies the basic remuneration and the applicable rules of the bonus system. He may also receive a payment from the Long-Term Incentive Plan applicable in the Group (within the time limit and on the terms specified therein).
| Salary received from CIECH S.A. CIECH S.A. in 2019 |
Salary received from CIECH S.A. CIECH S.A. in 2018 |
|
|---|---|---|
| Sebastian Kulczyk | -* | -* |
| Piotr Augustyniak | 461 | 411 |
| Tomasz Mikołajczak | 215 | 200 |
| Mariusz Nowak | 369 | 332 |
| Artur Olech | 369 | 332 |
| Marek Kośnik | 171 | - |
| Dominik Libicki | - | 82 |
| Dawid Jakubowicz | - | 37 |
| TOTAL | 1,585 | 1,394 |
*From 1 April 2016, Chairman of the Supervisory Board, Mr. Sebastian Kulczyk does not receive any remuneration due to the waiver of the claim for remuneration for the position of the Chairman of the Supervisory Board.
In accordance with a Resolution of the Extraordinary General Shareholders' Meeting, as of 1 November 2017 Members of the Supervisory Board are entitled to a monthly gross remuneration computed as a percentage of the calculation base. The calculation base is the average monthly remuneration in the sector of enterprises with profit distributions for the month preceding the calculation, announced by the President of the Central Statistical Office. This remuneration is paid in the following amount:
The Chairman of the Audit Committee is entitled to an additional gross monthly remuneration amounting to 150% of the remuneration payable to a Member of the Supervisory Board. Members of the Audit Committee are entitled to an additional gross monthly remuneration amounting to 100% of the remuneration payable to a Member of the Supervisory Board.
The entity authorised to audit financial statements for the period from 1 January 2019 to 31 December 2019 was PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. with its registered office in Warsaw. On 25 June 2015, CIECH S.A. signed an agreement with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. on the review of semi-annual and audit of annual financial statements for the years 2015, 2016 and 2017. On 16 April 2018, the Supervisory Board of CIECH S.A. resolved to extend the agreement with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. on the review of semi-annual and audit of annual financial statements for the years 2018 and 2019.
In 2018, PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. and foreign companies from the network of member firms of PricewaterhouseCoopers were also the auditors of the most significant consolidated subsidiaries/subsidiary groups of CIECH S.A., including: CIECH Soda Polska S.A., SDC Group, CIECH Soda Romania S.A., CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., CIECH Pianki Sp. z o.o.
Value of agreements concluded with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. and members of the PricewaterhouseCoopers network:
| CIECH S.A. | 2019* | 2018* |
|---|---|---|
| Audit of the annual financial statements | 569 | 335 |
| Review of the semi-annual report | 93 | 93 |
| Other services | 1 | 1 |
| Other certifying services | - | 10 |
| TOTAL | 663 | 439 |
| Consolidated subsidiaries of the CIECH Group | 2019* | 2018* |
| Audit of the annual financial statements | 1,083 | 1,168 |
| Review of the semi-annual report | 99 | 73 |
| TOTAL | 1,182 | 1,241 |
* The remuneration includes additional costs, such as travel, accommodation and nourishment costs.
Subsidiaries are entities controlled by the Parent Company. Control occurs when the Group has the power to govern either directly or indirectly the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing the control, the influence of both existing and potential voting rights exercisable at the reporting date are considered. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
When selecting entities for consolidation, the Management Board was guided by the criteria of significance of their financial data (according to the concept assumptions of IFRS), for executing the obligation of an actual and reliable image of the material and financial situation, and the financial result of the Group.
| Company name | Registered office |
Segment | Business | Share in equity as at 31.12.2019 / % of votes at the |
Share in equity as at 31.12.2018 / % of votes at the |
|||
|---|---|---|---|---|---|---|---|---|
| GMS GMS Parent company |
||||||||
| CIECH S.A. | Warsaw | Soda, Organic, Silicates and Glass, Transport, Other |
Sales of chemical products manufactured within the CIECH Group, sales of chemical products purchased from third-party producers, holding activities, managing a portfolio of subsidiaries, provision of support services (in the area of sales, manufacturing, purchases, finance, IT, HR and in the legal area) for selected companies in the Group, financial activities in the form of direct lending to the companies in the Group. |
- | - | |||
| Fully consolidated direct and indirect subsidiaries | ||||||||
| CIECH Trading S.A. | Warsaw | Soda, Other operations |
Wholesale and distribution of solid inorganic and organic chemicals, wholesale and distribution of raw materials for household chemicals, wholesale and distribution of raw materials for cosmetic and pharmaceutical products, wholesale and distribution of fillers, pigments, raw materials for paints and varnishes, wholesale and distribution of feed additives and fodder, wholesale and distribution of acids, bases and other liquid chemicals. |
100% | 100% | |||
| CIECH Soda Romania S.A. |
Ramnicu Valcea, Romania |
Soda, Silicates and Glass |
Manufacture of other basic inorganic chemicals, wholesale of chemical products. |
98.74% | 98.74% | |||
| CIECH Vitrosilicon S.A.* |
Iłowa | Silicates and Glass |
Production of other basic inorganic chemicals, manufacture of hollow glass and technical glassware, manufacture of plastic packaging goods, manufacture of other plastic products. |
100% | 100% | |||
| CIECH Transclean Sp. z o.o. |
Bydgoszcz | Other | Since 2017, the Company has been dormant. | 100% | 100% | |||
| CIECH Pianki Sp. z o.o. | Bydgoszcz | Organic | Manufacture of organic and other inorganic chemicals. |
100% | 100% | |||
| Ciech Group Financing AB |
Stockholm, Sweden |
Other | Financing activities. | 100% | 100% | |||
| Verbis ETA Sp. z o.o. | Warsaw | Other | General partner of Verbis ETA Sp. z o.o. SKA. | 100% | 100% | |||
| Verbis ETA Sp. z o.o. SKA |
Warsaw | Other | Financing activities, direct lending to the CIECH Group companies. |
100% | 100% | |||
| CIECH Żywice Sp. z o.o. (formerly: Vasco Polska Sp. z o.o.) |
Nowa Sarzyna |
Other | Manufacture of plastics in primary forms. | 100% | 100% | |||
| Bosten S.A. (new company name: CIECH Serwis i Remonty S.A.) |
Warsaw | Other | Research and developments activities. | 100% | 100% | |||
| CIECH Nieruchomości S.A.** |
Warsaw | Other | Real property agency, real property management. | 100% | 100% | |||
| Proplan Plant Protection Company S.L. |
Madrid, Spain |
Organic | Production of crop protection chemicals. | 100% | 100% | |||
| CIECH Salz Deutschland GmbH |
Stassfurt, Germany |
Soda | Production and sales of salt products. | 100% | - | |||
| CIECH R&D Group |
A list of fully consolidated companies and companies accounted for under the equity method is provided below:
| Company name | Registered office |
Segment | Business | Share in equity as at 31.12.2019 / % of votes at the GMS |
Share in equity as at 31.12.2018 / % of votes at the GMS |
|---|---|---|---|---|---|
| CIECH R&D Sp. z o.o. | Warsaw | Other | Research and developments activities, granting licenses to the CIECH Group companies to use the trademarks: "Ciech", "Ciech Trading" and "Sól Kujawska naturalna czysta". |
100% | 100% |
| Smart Fluid Sp. z o.o. | Warsaw | Other | Research & Development | 52.83% | 52.83% |
| CIECH Finance Group | |||||
| CIECH Finance Sp. z o.o. |
Warsaw | Other | Implementing divestment projects concerning obsolete fixed assets (property) and financial assets (shares in companies), carrying out purchases of selected raw materials. |
100% | 100% |
| JANIKOSODA S.A. | Warsaw | Other | Since March 2017, the Company has been dormant. |
100% | 100% |
| CIECH Soda Polska Group | |||||
| CIECH Soda Polska S.A. |
Inowrocław | Soda | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
100% | 100% |
| CIECH Cargo Sp. z o.o. | Inowrocław | Transport | Freight transport services. | 100% | 100% |
| Cerium Sp. z o.o. w likwidacji (in liquidation) |
Warsaw | Other | Dormant. Company in the process of liquidation. | 100% | 100% |
| Gamma Finanse Sp. z o.o.*** |
Warsaw | Other | Financing activities. | 100% | 100% |
| CIECH Sarzyna Group | |||||
| CIECH Sarzyna S.A. | Nowa Sarzyna |
Organic | Manufacture of resins, manufacture of pesticides and other chemical products. |
100% | 100% |
| Verbis KAPPA Sp. z o.o. |
Nowa Sarzyna |
Organic | General partner of Verbis KAPPA Sp. z o.o. SKA, other financial intermediation. |
100% | 100% |
| Verbis KAPPA Sp. z o.o. SKA |
Nowa Sarzyna |
Organic | Other financial intermediation. | 100% | 100% |
| Algete Sp. z o.o. | Nowa Sarzyna |
Organic | Granting CIECH Sarzyna Group companies the license for using the trademark of "Chwastox" for the purpose of business. |
100% | 100% |
| SDC Group | |||||
| SDC GmbH | Stassfurt, Germany |
Soda | 100% | 100% | |
| CIECH Soda Deutschland GmbH&Co. KG |
Stassfurt, Germany |
Soda | 100% | 100% | |
| Sodawerk Holding Stassfurt GmbH |
Stassfurt, Germany |
Soda | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power |
100% | 100% |
| Sodawerk Stassfurt Verwaltungs GmbH |
Stassfurt, Germany |
Soda | generation and distribution. | 100% | 100% |
| CIECH Energy Deutschland GmbH |
Stassfurt, Germany |
Soda | 100% | 100% | |
| Kaverngesellschaft Stassfurt GbmH**** |
Stassfurt, Germany |
Soda | 50% | 50% |
*Number of shares / votes at the GMS attributable directly to CIECH S.A. — 83.03%, indirect share through CIECH Soda Polska S.A. — the remaining 16.97%.
**Shares in the share capital acquired by CIECH S.A. – 99.18% and CIECH Soda Polska S.A. – 0.82%.
***Shares in the share capital acquired by CIECH S.A. – 1.4% and CIECH Soda Polska S.A. – 98.6%.
****Jointly-controlled company accounted for under the equity method.
Upon the execution of the Letter of Intent, the Parties intend to negotiate the Agreement. In the event that the Incineration Plant is not entered on the said List by 31 December 2020, the Letter of Intent shall expire on that date. The objective of the Parties is to commence the supply of heat and electricity to CIECH Soda Polska S.A. by 2026 at the latest. The parties assume that CIECH Soda Polska S.A. will be collecting heat for a period of approximately 25 years. As estimated by CIECH Soda Polska S.A., the minimum value of the Agreement over a 25-year period will be approximately PLN 350 million. CIECH S.A. expects the cooperation consisting in the heat supply from the Incineration Plant to be analogous to solutions already functioning in the CIECH Group, where similar cooperation exists between CIECH Soda Deutschland and a heat supplier from the REMONDIS Group.
The Management Board of CIECH S.A. is monitoring, on an ongoing basis, the developments and the impact of the COVID-19 pandemic on the operations of the CIECH Group. The CIECH Group complies with all decisions and recommendations of the authorities while monitoring the situation on an ongoing basis, and its decisions are guided by concern for the health of its employees and care for the long-term value of the CIECH Group. Identifying the risks associated with the epidemic threat is of particular importance to the Management Board of CIECH S.A., so as to enable it to take preventive action in advance. As at the date of publication of this report, the Management Board of CIECH S.A.has diagnosed areas of potential risks associated with the COVID-19 pandemic, which may affect the future financial results of the CIECH Group in a significant manner. These risks include:
The order of the above risks do not determine the weight of risk.
The situation in individual product segments of the CIECH Group is as follows:
As at the date of publication of this report, there are no material disruptions to the operation of production plants of the CIECH Group. To date, no significant logistics issues have been observed. However, there is a risk of disruption in this area, especially in the case of export sales, which account for approximately 30% of plant sales in Poland and approximately 13% of plant sales in Germany. The level of raw material stocks in production plants ensures continuity of production and the risk in this area is not material at the moment. As at the date of publication of this report, no significant decrease in demand for soda segment products has been observed, however, in the case of a prolonged decline in the level of global industrial production, there is a risk of a decrease in the number of orders placed by customers.
As at the date of publication of this report, the CIECH Group production facilities manufacturing resins and plant protection products are operating without any significant interference. There is a risk in terms of the supply of raw materials for production, some of which originate from foreign manufacturers, including Asian ones. The Group has taken measures in order to secure the necessary raw materials to maintain production continuity. As at the date of publication of this report, no significant reduction in demand for plant protection products and resins has been observed. In the case of Proplan (a PPP distributor), due to the location of its headquarters and main market (Spain, i.e. a country relatively heavily affected by the pandemic), there is a risk of a material impact of the current situation on the operating activity and financial results of this company. However, as at the date of publication of this report, no significant business disruptions have been observed.
There is a noticeable decrease in orders on the foam market, associated with the furniture sector in Poland and in Europe. As at the date of publication of this report, the main furniture and mattress manufacturers have either suspended or intend to suspend production in the near future. The situation on the furniture market has forced CIECH Pianki Sp. z o.o. to reduce its foam production. In week 13, 2020, foam production was reduced by 30%. There are plans to reduce foam production by 60% in week 14, 2020. As at the date of publication of this report, it is difficult to clearly assess whether the market situation will deteriorate. However, the CIECH Group expects a further decline in foam production. In terms of ensuring continuity of foam production, as at the date of publication of this report, the CIECH Group has not identified any significant risks in terms of raw materials supply (polyols and TDI).
As at the date of publication of this report, the production facilities of CIECH Vitrosilicon S.A. are operating without significant disruptions. To date, the CIECH Group has not received any signals of the market situation deteriorating significantly in the area of glass packaging production.
In terms of silicate products, customers from the automotive industry value chain (tire manufacturers) are reporting a decline in the number of their orders in the coming weeks. The main recipient of vitreous silicate has introduced weekly downtime in its production facilities in each month until the end of June 2020. The second major recipient of vitreous silicate has reduced production to 40% at its facility. The reduced production by the main recipients of vitreous silicate has forced CIECH Vitrosilicon S.A. to limit its own production by 10%. As at the date of publication of this report, it is difficult to clearly assess whether the market situation will deteriorate. In the event of a further decrease in the production volume, CIECH Vitrosilicon S.A. is ready for product storage.
As at the date of publication of this report, any other operations of the CIECH Group are conducted without significant disruptions.
The above assessment has been prepared to the best of the knowledge of the Management Board of CIECH S.A. as at the date of publication of this report. The actual scale of future effects of the COVID-19 pandemic and their impact on the CIECH Group's operations is currently unknown and impossible to estimate, and depends on factors that are beyond the control of the CIECH Group and subject to dynamic changes. Accordingly, it is currently not possible to clearly determine the impact that the COVID-19 pandemic will have on the operations, parameters, forecasts and financial situation of the CIECH Group, including the implementation of its investment projects. However, in the near future, an increase in the risk of a significant negative impact of the COVID-19 pandemic on the CIECH Group's operations cannot be excluded.

These consolidated financial statements of the CIECH Group for the financial year ended 31 December 2019 were approved by the Company's Management Board on 31 March 2020.
Warsaw, 31 March 2020
(signed on the polish original)
……………………………................................................
Dawid Jakubowicz — President of the Management Board of CIECH Spółka Akcyjna
(signed on the polish original)
………………………………………………………………………………
Mirosław Skowron — Member of the Management Board of CIECH Spółka Akcyjna
(signed on the polish original)
Katarzyna Rybacka — Chief Accountant of CIECH Spółka Akcyjna
…………………………………………………………………..…………..
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